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HomeMy WebLinkAboutEDA AGN 05-02-11AGENDA
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
Special Meeting
Monday May 2, 2011
6:30pm City Hall, Conference room 1
310TRYONT-MM.
Gary L. Peterson, President Bobby Williams
Marlaine Szurek, Vice President Bruce Nawrocki
Tammera Diehm, Secretary/Treasurer Gerry Herringer
Donna Schmitt
2. Pledge of Allegiance
CONSENT AGENDA
0, i
Approve financial report and payment of bills for March 2011 on Resolution 2011-04.
Motions
Motion: Move to waive the reading of Resolution 2011-04, there being an ample amount of
copies available to the public.
Motion: Move to approve the minutes and adopt Resolution 2011-04 approving payment of
bills for March 201
BUSINESS ITEMS
11 1 1 1"Ir-M!"Mr- MW IRM
Motion: Move to approve the Amended and Restated Contract for Private
Redevelopment by and between the Columbia Heights EDA and the City of Columbia
Heights and 37 th and Central LLC dated May 2, 201
1-111591071�=
The next scheduled meeting will be June 6, 2011 in Conference Room 1, City Hall.
ECONOMIC DEVELOPMENT AUTHORITY (EDA)
MINUTES OF THE SPECIAL MEETING
APRIL 4, 2011
The meeting was called to order at 7:00 pm by President -Gary Peterson.
Members Present: Bruce Nawrocki, Gary Peterson, Bobby Williams, Donna Schmitt, Tammera
Diehm, Marlaine Szurek, and Gerry Herringer
Staff Present: Walt Fehst, Scott Clark, Sheila Cartney, and Shelley Hanson.
2. PLEDGE OF ALLEGIANCE- RECITED
3. CONSENT AGENDA
1. Approve the Minutes of February 22 2011.
2. Approve the Financial Report and Payment of Bills for February y 011 per Resolution
2011 -03
Questions from members:
Nawrocki stated he is still waiting for answers to some of his questions noted in the minutes from the
last meeting. Clark reviewed each item in question and gave a detailed response. Nawrocki then
asked what the three expenditures were on page 4 of the Financials. Clark told him they were the
rebates issued for the Home Improvement Rebate Program. Nawrocki then asked about the County
Grant posting of $4,886.66 on page 7 of the report. Clark explained that was actually a 2010
expenditure for the Make Heights Your Home Program, and that the Finance Department will be
correcting the financial reports as necessary.
Motion by Nawrocki, seconded by Herringer, to waive the Reading of Resolution 2011 -03,
there being ample copies available to the public. All ayes. MOTION PASSED.
Motion by Nawrocki, seconded by Herringer, to approve the minutes and to adopt Resolution
2011 -03, approving the Financial Report and payment of bills,for February 2011. All ayes.
MOTION PASSED.
EDA RESOLUTION 2011 -03
RESOLUTION OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
(EDA) APPROVING THE FINANCIAL STATEMENT FOR FEBRUARY 2011 AND PAYMENT OF
BILLS FOR THE MONTH OF FEBRUARY 2011.
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
FDA'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
EDA COMMISSION MINUTES
PAGE -' 2
APRIL 4, 2011
WHEREAS, the financial statement for the month of February 2011 has been reviewed by the EDA
Commission; and
WHEREAS, the EDA has examined the financial statement and finds them to be acceptable as to both form
and accuracy; and
WHEREAS, the EDA Commission has other means to verify the intent of Section 469.096, Subd. 9,
including but not limited to Comprehensive Annual Financial Reports, Annual City approved Budgets, Audits
and similar documentation; and
WHEREAS, financials statements are held by the City's Finance Department in a method outlined by the
State of Minnesota's Records Retention Schedule,
NOW, THEREFORE BE IT RESOLVED by the Board of Commissioners of the Columbia Heights
Economic Development Authority that it has examined the referenced financial statements including the check
history, 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 check
history as presented in writing is approved for payment out of proper fiords; and
BE IT FURTHER RESOLVED this resolution is made a part of the permanent records of the Columbia
Heights Economic Development Authority.
Passed this 4th day of April, 2011.
MOTION BY: Nawrocki
SECONDED BY: Herringer
AYES: All ayes
BUSINESS ITEMS
4. 37 "' and CENTRAL PROPOSAL
Clark reminded members that at the February 22, 2011 EDA meetin Chris Little, along with a
representative from O'Reilly Auto Parts, presented a plan for the 37`' and Central Redevelopment
site. It was emphasized that O'Reilly's will be vacating their current location in the 4200 block of
Central Ave. and it is their desire to 1) Relocate within the city and 2) To own a 7,600 sq. ft. facility.
The construction of this subject building would need a development agreement amendment due to the
size of the building (amended agreement had a minimum of 9,000 sq. ft.) and was specific to a given
site plan and architecture. The issue that was discussed by the EDA was the use of the facility and
whether or not it meets the spirit and intent of the original agreement. The design of the building was
not an issue as it does meet the City's design guidelines (if approved the building will need to go
through the Planning Commission for site plan review.) The major concern was the amount of public
subsidy for this type of facility.
EDA COMMISSION MINUTES
PAGE 3
APRIL 4, 2011
Staff met with Chris Little after the meeting to discuss whether the subsidy level could be modified.
Chris presented staff with information, which he shared with the Commission members at this
meeting, regarding a purchase agreement from O'Reilly's. Clark stated that based on the purchase
price and some of the known expenses, the developer will lose at least $60,000. The only adjustment
in the amount of the stated subsidy will be a reduction of $15,000 in interest write -down since the
original $43,600 loan will be repaid after three years instead of ten years (meaning the grant and in-
kind assistance will be reduced from $369,998 to approximately $354,000).
Clark went on to explain that the purchase price O'Reillys has committed to is approximately $16 /sf
which is in line with the current market price for a corner piece of property on Central Avenue. Clark
stated he had checked with Larry Pietrzak from NE Bank who is familiar with local market values,
and that he also thought the price was fair. Clark then reminded members that when the Savers
appraisals were done, the Court decided $15 /sf was a fair price for that site.
Although the aforementioned amount seems high for a redevelopment with the end use being an auto
parts store, staff would like to state the following for discussion or thought:
1) Redevelopment costs do not translate the same way that private side transactions occur
(meaning that the key measurement for a private side success is the return on
investment. Redevelopment carries with it other objectives including creating the
ability to build new and create new reinvestment opportunities in the city). A portion
of these dollars went to demolishing four buildings (two of them single family homes)
that had marginal utility left in the buildings.
2) The demolishing of these buildings, and subsequent land assemblage with the
developer, provided a reasonable sized lot that could be developed on.
3) The development will increase the tax base (new building versus the four old
buildings) by approximately $15,000 annually.
4) The risk to the EDA, and an important policy question, is the willingness to do
nothing with this property for an extended period of time. The proposal at hand is real
with an end user desiring to start the development process immediately.
5) The end user is relocating, within the city, from a leased space user to one that will
own property.
One of the issues associated with redevelopment agreements is the difficulty associated with moving
away from the original plan. Unfortunately, development agreements often times run into the
vagaries of the market and in this case, the market changes are long term. The new use fits into what
is present in the immediate area, the design will meet all of the City Ordinances, taxes are increased,
an existing business will be investing in the city, and a difficult site (square footage and depth) will
have an appropriate sized retail establishment. Staff recommends these changes, and if agreed upon,
the next step would be a formal development agreement modification at the next meeting.
FDA COMMISSION MINUTES
PANE 4
APRIL 4, 2011
Questions from members:
Nawrocki wanted to know how much money had been expended thus far on this site that once
included the restaurant on the corner, the office building and two houses. Clark responded that the
City has a net amount of $205,200 into the property thus far, plus $105,000 CDBG funds that were
used for the purchase and demolition of the two homes. Clark reminded members that the City
purchased the Beecroft Office Building for $248,800, but is to receive $43,600 back from the
developer that was considered a loan. He went on to explain there are other costs involved such as
the $30,000 for State Aid road modifications required by MNDOT, $133,000 land value write down,
and $21,800 interest write down.
Clark stated the figure of $354,000 noted in some of the documents was a calculation arrived at to
make a determination on whether the property had to go through the business subsidy process. This
was arrived at using a formula of various costs and valuations.
Clark also pointed out that Chris Little purchased the Chutney Restaurant for $575,000, plus closing
costs for a total of $593,000. The City did not expend funds for that property.
Nawrocki asked what benefit this would be to the City. Clark responded that it would provide the
City with a 7,600 sf freestanding building that rid the City of some very, blighted properties. It
would also generate approximately $15,000 more in tax revenue than what the old buildings would
have generated in today's market. Plus we retain a business that wants to stay in our City. The
alternative would be to deny the project and let the site sit as is for an indefinite amount of time,
which costs all parties ultimately. There has been little interest in the site, even though Chris Little
has worked hard to get some small retail businesses to commit to being part of the development as
originally planned.
Peterson stated the only thing that has really changed is that it is a smaller building than the one
originally planned for the site.
Herringer asked if the modification to the turn lane was still going to be a requirement since the scope
of the project has changed somewhat. Clark informed him that it would still be required.
Diehm stated she had read the minutes and felt the consensus was that "it was better than nothing ".
She said they faced a similar decision last year regarding the Grand Central Lofts site when the
construction of rental units was considered. At that time, the Council decided to stick with the
original agreement, and denied the amended plan. She thinks the Board needs to be consistent in
their decision making.
Peterson said that is not comparing apples to apples. The size of the sites is different, which limits
what can be done on them. He also said the prospect of adding more rental to the City is what
ultimately killed that project. Herringer agreed and stated that amending that agreement was difficult
especially since there had been promises made to condo owners who currently are part of the project.
EDA COMMISSION MINUTES
PAGE 5
APRIL 4, 2011
Chris Little said he understands the Board's disappointment that this development isn't exactly what
they had envisioned. He stated he had worked hard to get a coffee shop to commit to the site, but no
one was interested in that location. He told members he didn't bring a fast food, drive through
concept to the Board even though there was some interest by that type of business. Chris said the
other thing to consider is that O'Reilly's is set to move to a location in NE Minneapolis if this doesn't
get approved, as they are definitely leaving their present site.
Herringer said he thinks if the developer can soften the financial impact to the City that it might help
the Board approve the amendment needed to change the scope of the project. He didn't suggest a
dollar amount - -that would be up to the developer. He didn't have an issue with the usage and thought
it would fit into what's currently in the area.
Chris stated that he has already taken a financial hit on this project and has sat on the property for
three years in an attempt to get a development the City would accept. He reviewed some of the costs
he has incurred thus far, and noted that he has lost closer to $130,000 than the $60,000 previously
stated.
Peterson said there are two things that seem to be an issue. The Board must decide if the
development for a new O'Reilly's store is an acceptable one for that site, and if the financial terms
are acceptable. He stated that everyone who has invested in Real Estate over the last couple of years
has suffered losses. This is true for the developer and for the City itself.
Walt said he thinks the neighbors in the area want to see it developed or seeded to improve the
overall look of the site. If it is seeded, then it will have to be maintained indefinitely until such time
that is developed, which could be years.
Diehm asked if the Development Agreement is amended, does Planning and Zoning also have to
approve the Plan for the parcel. Clark stated, yes, it would go through a Site Plan approval process.
There was a discussion which process would happen first.
Nawrocki stated that it is not the most desirable use of the site, but admitted that the building design
is fairly decent. However, he is mostly concerned about the public money being used to get the
property developed. He thinks the old businesses and houses should have been left in place longer.
He expressed his desire to hold out and wait for something more lucrative to come along.
Schmitt stated that it is time to cut our losses and move forward. She appreciates that a local,
nationally known business wants to relocate within the City. Whatever decisions were made in the
past, are in the past, and the market has changed which is something we do not have control over.
She pointed out that we need to move forward with what is available now and make decisions that
continue development of our city and add to the tax base.
EDA COMMISSION MINUTES
PAGE 6
APRIL 4, 2011
Szurek said she is not totally happy with the proposed project, but also recognizes that O'Reilly's is
willing to spend money to build within our City and it will add to our tax base, so she can accept an
amendment to the Development Agreement that will allow this to move forward. She also stated that
this is reflective of our population and income level of our residents. This is a business that will work
because the residents nearby are the ones who frequent this type of business and who work on their
cars. She would, however, like to see the sides of the building visible to traffic be softened somehow
to make sure the design is appealing.
Peterson asked Nawrocki what figure he had in mind that would make this a more acceptable
alternative plan? Clark stated the money that has been expended to date for both the City and the
developer won't change. We have both lost something in this venture due to the change in market
conditions and values, and the ability to get construction loans for re- development. Clark then
suggested that the Board decide on a definable amount to put on the table for the developer to
consider, such as the turn lane modification expense that is required by MNDOT. This is an expense
of approximately $30,000 that could become the developer's responsibility rather than the City's.
This expense is to move the driveway further north to meet the distance requirement from the corner.
The consensus of the Board was this was an acceptable modification in order to amend the
Development Agreement so the proposed O'Reilly's building could move forward.
Motion by Diehm, seconded by Herringer to move forward with amending the Development
Agreement to allow for the construction of an O'Reilly's Auto Parts Store, with the understanding
that the Developer agrees to be responsible for the cost of doing the turn lane modification as
required by MNDOT. Ayes - Williams, Schmitt, Diehm, Szurek, Herringer, and Peterson
Abstain - Nawrocki MOTION PASSED.
Clark said the amended Development Agreement will be brought back to the EDA for approval at the
next meeting. In addition, the Planning and Zoning Commission will consider the Site Plan at its
June or July meeting.
: 171 Y 131 ti dills Iwo
Clark told members that it is unlikely the City will be acquiring the Mady's site. There is a pending
sale on the property.
Nawrocki asked about the status on the commercial piece at the Grand Central Lofts site. Clark said
there is nothing new regarding that site and he believes the property is still owned by E. Khoratty.
Clark told members that the Site Plan for Aldi's is being considered by the Planning and Zoning
Commission at the April 5 th meeting and that McDonalds will be doing a half million dollar remodel
of its restaurant that will be on the May or June Planning and Zoning agenda.
EDA COMMISSION MINUTES
PAGE 7
APRIL 4, 2011
Clark reminded Herringer and Szurek they are invited to attend the Special HRA meeting being held
Thursday, April 7"' to interview the two companies who are interested in purchasing Parkview Villa.
The meeting will be held at the Public Safety Building.
The next meeting is scheduled for Monday, May 2, 2011 at City Hall.
The meeting was adjourned at 8:00 pm.
Respectfully submitted,
Shelley Hanson
Secretary
COLUMBIA HEIGI ITS ECONOMIC DEVELOPMENT AUTHORITY (EDA)
Special Meeting of. May 2, 2011
AGENDA SECTION: Consent
NO: 3
ORIGINATING
DEPARTMENT: EDA
EXECUTIVE
DIRECTOR
APPROVAL
ITEM: Financial Report and Payment of Bills
BACKGROUND:
BY: Sheila Cartney
DATE: April 29, 2011
The Financial Report is for the month of March 2011 and Resolution 2011 -04 is attached for approval.
RECOMMENDATION:
Staff will be available to answer 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 waive the reading of Resolution 2011 -04 there being ample copies available to the public.
Move to approve Resolution 2011 -04, Resolution of the Columbia Heights Economic Development
Authority (EDA) approving the Financial Statement and Payment of Bills for the month of March 2011.
EDA RESOLUTION 2011-04
RESOLUTION OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
(E0A) APPROVING THE FINANCIAL STATEMENT FOR MARCH 2011 AND PAYMENT OF
BILLS FOR THE MONTHS OF MARCH 2011'
WHEREAS, the Columbia Heights Economic Development �` ` - ` A�o�(�[�iarequired -'
�
inneootaStatutes Section OSG (�ubd 9
K�
shows all reue�ob� end disbursements, �pu� ' � ' ¢) prepare a detailed financial statement which
the . the/rOGtuRe,thernODeyonh@nd ' �h8purposes tovvhiCh
and
moneyon hand ietobe applied, the EDA'e credits and assets and i outstanding liabilities;
WHEREAS, said Statute also requires the EOAto examine the statement and treasurer's
vouchers Ur bills and if correct, b} approve them bvr8aO|Ud0n and enter the resU/UbOn/nhS
records; and
^
WHEREAS, the financial statement for the month March 2011 has been rev by the EDA
WHEREAS the EDA has examined the financial statements and finds them tobe acceptable a
to both form and accuracy; and
a
WHEREAS, the EDA Commission has other means toverifv the intent of Section 46SO96
Gubd,0 but not /jnni Annual ' Financial Rep0rtS Annual (�i
approved ��udgetS.Audits and sinnUardoCurnenhaboD;and
' / �y
WHEREAS, financials statements are held by the Qb/'oFinance Depa�ment inannethud
ouUinedby the State ofK8inneooba'a[�eonnja[�etend^nSchedule,
NOW, THEREFORE BE IT RESOLVED by the Board of Commissioners ofthe Columbia
Heights Economic Development /\u8lohb/that iL has eXarniDedthe referenced �n8Dci8|
statements including the check hiotnry, a- dtheyaxefoundto be correct aoƒoform and content
BEHFFURTHER RESOLVED the financial statements are acknovvedgedand received and the
check history oa presented /nvvr�ng/a approved for poynnerdout ~' proper funds; and
BE IT FURTHER RESOLVED this resolution io made a part of the permanent records ofthe
Passed this 2 day of May 2O11.
SECONDED BY:
Gary Peterson, President
Attest By:
Shelley Hanson, Secretary
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COOT T TA T)T A TTT- T/'IT .�T viJJDUA nr -Turi I , ") 1✓wINUMA- UtVELUFMLNT AUTHORITY (EDA)
A f 1:. ,. r. TT _. 11 nn1 T
BACKGROUND: At the April 4, 2011 meeting the EDA gave a consensus to proceed with
amendments to the 2008 "37` and Central Development Agreement" that will result in the
construction of a 7,600 sq. ft. retail facility (O'Reilys Auto). The EDA wanted concessions from the
developer and in this Agreement there is $45,310 in reduced subsidies. Attached is a redlined copy of
the Agreement for easier reading of the changes. Highlights are:
1) Minimum Improvement definition reduced to 7,500 sq.ft.
2) Ten year loan reduced to four years
3) Construction start date established as June 1, 2012 (although anticipated
commencement date is in 2011)
4) Business subsidy calculations were modified in Section 3.7 (b). It is critical to note that
the total of these figures are greater than the actual assistance given to the developer.
This is due to idiosyncrasies in State statute definitions.
5) The amount of reduced assistance from the original Agreement is $45,310 calculated as
follows:
a) Developer to construct the relocated driveway per State requirement at
their cost without EDA assistance $30,000
b) Loan reduction from 10 years to 4 years will reduce the amount of
interest lost calculation to $13,080
c) Reduction of SAC credits from 4 to 2 will reduce assistance by $2,230
Note: This is a three party agreement and upon EDA approval the City Council will have to act on the same.
RECOMMENDATION: The Agreement follows the guidelines as agreed upon by the EDA at the April
4, 2011 meeting, and as such, staff recommends approval as written.
RECOMMENDED MOTION:
Motion: Move to approve the Amended and Restated Contract for Private Redevelopment by and
between Columbia Heights Economic Development Authority and the City of Columbia Heights and
37` and Central LLC dated May 2, 2011.
EDA ACTION:
JV1u,%,u118
V1. 1V1ay G, GV11
AGENDA SECTION: Business Items
ORIGINATING
EXECUTIVE
NO:4
DEPARTMENT: EDA
DIRECTOR
APPROVAL
ITEM: 37` and Central Development Agreement
BY: Scott Clark
BY:
DATE: April 27, 2011
BACKGROUND: At the April 4, 2011 meeting the EDA gave a consensus to proceed with
amendments to the 2008 "37` and Central Development Agreement" that will result in the
construction of a 7,600 sq. ft. retail facility (O'Reilys Auto). The EDA wanted concessions from the
developer and in this Agreement there is $45,310 in reduced subsidies. Attached is a redlined copy of
the Agreement for easier reading of the changes. Highlights are:
1) Minimum Improvement definition reduced to 7,500 sq.ft.
2) Ten year loan reduced to four years
3) Construction start date established as June 1, 2012 (although anticipated
commencement date is in 2011)
4) Business subsidy calculations were modified in Section 3.7 (b). It is critical to note that
the total of these figures are greater than the actual assistance given to the developer.
This is due to idiosyncrasies in State statute definitions.
5) The amount of reduced assistance from the original Agreement is $45,310 calculated as
follows:
a) Developer to construct the relocated driveway per State requirement at
their cost without EDA assistance $30,000
b) Loan reduction from 10 years to 4 years will reduce the amount of
interest lost calculation to $13,080
c) Reduction of SAC credits from 4 to 2 will reduce assistance by $2,230
Note: This is a three party agreement and upon EDA approval the City Council will have to act on the same.
RECOMMENDATION: The Agreement follows the guidelines as agreed upon by the EDA at the April
4, 2011 meeting, and as such, staff recommends approval as written.
RECOMMENDED MOTION:
Motion: Move to approve the Amended and Restated Contract for Private Redevelopment by and
between Columbia Heights Economic Development Authority and the City of Columbia Heights and
37` and Central LLC dated May 2, 2011.
EDA ACTION:
AMENDED AND RE-STATED CONTRACT
am
PRIVATE REDEVELOPMENT
By and Between
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
COLUMBIA HEIGHTS, MINNESOTA
and
THE CITY OF COLUMBIA HEIGHTS, MINNESOTA
and
37"' AND CENTRAL LLC
Dated as of-. 20442011
This document was drafted by:
KENNEDY & GRAVEN, Chartered (MTN)
470 US Bank Plaza
200 South Sixth Street
Minneapolis, N/fN 55402
Telephone: (612) 337-9242
327813v68 MTN CI-205-44
TABLE OFCONTENTS
Section I. I.
Sect 2.[
Section 2.2.
Section 3. 1.
Section 3.2.
Section 3.3.
Section 3.4.
Section 3.5.
Section 3.6.
Section 3.7.
Section 3.8.
Section 3.9.
Sccti on 3.1(l
Section 3.11.
Section 4.1
Section 4.2
Section 4.3
Sect 4.4
Section 4.5
-----------------------------------------]
ARTICLE
Defin
Definitions
ARTICLE 11
Representati and Warranties
Representations by the Authori and the City .................................................. 5
Representations and Warranties by the Redeveloper ......................................... 5
ARTICLE III
Property Conditions, Acquisition, Conveyance and Financing
Condition, Acquisition and Conveyance of the City Parcels; the
Redevelopment Property ....................................................................................
Conditions o[ Conveyance; Purchase Pr ....................................................... 7
Place of Document Execution, Delivery and Recording ................................... 7
Title -------------------------------------- ' �
Soil Conditions; Other Representations ............................................................. 7
Environmental Conditions
--------------------------iV
Public Redevelopment Costs; Grants; Disbursements ..................................... ]O
lNn Business Sob«��/
--�........................................................................................ /2
Payment of Administrat Costs .................................................................... }3
Records
'.'''''...'''''.''''''.''''''.''''..'''''..'''''.'.'—'.''''.''''''.'''''.'''''''''''.....................l3
Rc|oco1ino
ARTICLE IV
Construct o[ Minimum Improvements and Public Improvements
Construction o[ Minimum Improvements ....................................................... l4
Construction Plans
------------------------------.l4
Completion of Construct ............................................................................. /5
Credits
------------------------------------..l5
ARTICLE
Insurance
Section 5./.
Section 5.2.
loouruuoc
-----------------------------------.l7
Subordination
�o��o�] u�i�c��u
C. v ^»------------~---~----------------|8
ARTICLE VI
Taxes
Section 0./. Right \o Collect Delinquent Taxes ................................................................... I9
Section Review ' � .'.'.''''''.'''''..'''''..''.'''.'''..'''''.'''...'''.'.'''..'''.'.'''.''''...'''''..........}0
ARTICLE VII
Financing
Sect 7.|.
Mortgage Financing ......................................................................................... 20
ARTICLE VID
Prohibitions Against /\amigou/en1 and Transfer
Indemn
Section 8.l.
Representation ush» Redevelopment ............................................................... 2l
Sect 8.2.
Prohibition Against Redeveloper's Transfer of Property and
Amoi�onlco1of/\�r��o�cu1
.'''''.'''''..'''.'.''''.'''''''''''''''''.''''.'''''''''''.'..................2l
.
Section 8.3.
Release and Indemnification Covenants .......................................................... 22
ARTICLE IX
Events ofDefault
Section 9.
' '
]�ventso[[>e{au/t[)c[�ood '''''''''''''.'''''.''''''''''.''''''.''''..'''.'.''''.'''''.'''''.............24
�
Section 9.2.
' �
D�o�cdi�mooU�f�u]t
Section g.3.
----------------------------- .24
Revesting Title in Authority l]D0u Happening 0[ Event S ubsequent
To Conveyance <oRedeveloper
''..'''''''''.'''''..'''''''''.'''''''''''.'.'''.'''''...............Z4
Section 9.4.
Reuo]c of Reacquired Property; Disposition of Proceeds ................................ 26
Sect 9.5.
No Remedy Exclusive ...................................................................................... 27
Sect 9.6
Nko Additional Waiver Implied 6» One Waiver ............................................... 27
Section
^ .
y�cy
,^",,^�� ____________________________-----Z7
ART X
Additional Provisions
Sect 10.1.
Cooflicto[ Interests; City or Authority Representatives Nod
� ��dd�
^""^.,uuuu� -------------------------.----.28
Section 10.2.
. .
�nnn
_ Opportunity
Section
^
...................................................................... Z8
K�a1�c1iommunL7oo
. .
Sect 10.4.
________________________------ZM
Provisions Not Merged With Deed
Section 10.5.
.................................................................. 28
Titles of Articles and Sect ......................................................................... 20
Section 10.6.
,
I�o|c�aao�[��uloo�o
. .
Section 10.7.
� .
______________________------.2X
Coun
uz---------------------------------..29
32781303 WN C1,205-44 iii
Section 10.10.
Amendment ........................... ........................................................................... 29
Authority or City Approvals
Section10.11.
............................................................................ 29
Termination
...................................................................................................... 29
SCHEDULE A
Description of Redevelopment Property
SCHEDULE B
Form of Quit Claim Deed
SCHEDULE
Certification of Completion
SCHEDULE D
Loan Agreement
327813voS MTN CL205-44
iv
AMENDED AND RES T A T ED CONTRAC FOR PRIVATE REDEVELOPMENT
THIS AC- E-M NT AMENDEll AND RESTAIED RESTATED CONTRACT FOR PRIVATE
REDEVELOPMENT (the - Agreement") , made on or as of the _ day of
2011 2011 by and between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT
AUTHORITY, COLUMBIA HEIGHTS, MINNESOTA, a public body corporate and politic (the
"Authority "), established pursuant to Minnesota Statutes, Sections 469.090 to 469.1081
(hereinafter referred to as the "Act'), the CITY OF COLUMBIA HEIGHTS, MINNESOTA, a
municipal corporation under the laws of Minnesota, and 37 AND CENTRAL LLC, a
Minnesota limited liability company (the "Redeveloper ").
WI`I NESSETH:
WHEREAS, the Authority was created pursuant to the Act and was authorized to transact
business and exercise its powers by a resolution of the City Council of the City of Columbia
Heights ( "City "); and
WHEREAS, the City and the Authority (as successor to the Housing and Redevelopment
Authority in and for the City of Columbia Heights) have undertaken a program to promote
redevelopment of land which that is characterized by blight and blighting factors within the City
pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act "); and
WHEREAS, pursuant to the Act and the HRA Act, the Authority is authorized to acquire
real property, or interests therein, and to undertake certain activities to facilitate the
redevelopment of real property by private enterprise; and
WHEREAS, the Authority and Redeveloper have previously entered into a Preliminary
Development Agreement dated as of October 23, 2007 regarding proposed redevelopment of the
property described in Exhibit A hereto, designated as the Redevelopment Property; and
WHEREAS, the Citv tic- /�t17cit ar.�cf t(��Icic�l� entered i�ito that cer
Contract for Private Redev elobn t dated as of J tuae 24. 2.008, — as amended by a First
Amendment thereto dated Aaril 2$ 2009 and as amended by a Second Amendment thereto
dated as of Mav 25 2010 (thc "Conti °aet'�rovidina for the redevelot�ment of certain nropeity
desc ribe d as tl�� lZ�dc e l�p��� �3t lr�>1�c rty i� the Contra —
WHEREAS. this Agreement is intended to supersede and replace the Preliminary
Agreement i*-a[ a and the Contract as amended and
WHEREAS, the Authority and the City believe that the redevelopment of the
Redevelopment Property pursuant to this Agreement, and fulfillment generally of this
Agreement, are in the vital and best interests of the City and the health, safety, morals, and
welfare of its residents, and in accord with the public purposes and provisions of the applicable
State and local laws and requirements under which the Project has been undertaken and is being
assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
327813v68 MTN C1,205 -44 2
ARTICLE 1
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Act" means the Economic Development Authority Act, Minnesota Statutes, Sections
469.090 to 469.108, as amended.
"Affiliate" means with respect to entity (a) any corporation, partnership, limited liability
company or other business entity or person controlling, controlled by or under common control
with the entity, and (b) any successor to such party by merger, acquisition, reorganization or
similar transaction involving all or substantially all of the assets of such party (or such Affiliate).
For the purpose hereof the words "controlling ", "controlled by" and "under common control
with" shall mean, with respect to any corporation, partnership, limited liability company or other
business entity, the ownership of fifty percent or more of the voting interests in such entity or
possession, directly or indirectly, of the power to direct or cause the direction of management
policies of such entity, whether through ownership of voting securities or by contract or
otherwise.
"Agreement" means this Agreement, as the same may be from time to time modified,
amended, or supplemented.
"Authority" means the Columbia Heights Economic Development Authority, or any
successor or assign.
"Authority Representative" means the Executive Director of the Authority, or any person
designated by the Executive Director to act as the Authority Representative for the purposes of
this Agreement.
"Business Day" means any day except a Saturday, Sunday, legal holiday, a day on which
the City is closed for business, or a day on which banking institutions in the City are authorized
by law or executive order to close.
"Business Subsidy Act" means Minnesota Statues, Sections 116J.993 to 116J.995, as
amended.
"Certificate of Completion" means the certification provided to the Redeveloper, or the
purchaser of any part, parcel or unit of the Redevelopment Property, pursuant to Section 4.4 of
this Agreement.
"City" means the City of Columbia Heights, Minnesota.
327813v68 M I N C1205 -44 3
"Construction Plans" means the plans, specifications, drawings and related documents on
the construction work to be performed by the Redeveloper on the Redevelopment Property
which a) shall be as detailed as the plans, specifications, drawings and related documents which
are submitted to the appropriate building officials of the City, and (b) shall include at least the
following for each building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan
for each floor; (5) cross sections of each (length and width); (6) elevations (all sides); (7)
landscape plan; and (8) such other plans or supplements to the foregoing plans as the Authority
may reasonably request to allow it to ascertain the nature and quality of the proposed
construction work.
"County" means the County of Anoka, Minnesota.
"Event of Default" means an action by the Redeveloper listed in Article IX of this
Agreement.
"Holder" means the owner of a Mortgage.
"Loan" means the interest -free loan from the Authority to the Developer for the purchase
of 3710 Central Avenue as described in Section 3.2.
"Minimum Improvements" means the construction of a building containing at least
9-,000 square feet of commercial redevelopment and related improvements.
"Mortgage" means any mortgage made by the Redeveloper, which is secured, in whole or
in part, with the Redevelopment Property and which is a permitted encumbrance pursuant to the
provisions of Article VIII of this Agreement.
b rs c��� -s-z �m r�i4y - -1 �eif3pj- .rv-c" c��tai3 E
betw -etas+ t1� 11 ...- II I tl� a 1��? 1 �1 clzatetl zt� t }1 tt�l��kt ?3- 2f1(f7-
"Public Redevelopment Costs" has the meaning provided in Section 3.7 hereof.
"Redeveloper" means 37" and Central LLC or its permitted successors and assigns.
"Redevelopment Property" means the property so described on Exhibit A.
"State" means the State of Minnesota.
"Tax Official" means any County assessor; County auditor; County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court, the
tax court of the State, or the State Supreme Court.
"Termination Date" means the date the Authority issues the Certificate of Completion.
"Transfer" has the meaning set forth in Section 8.2(a) hereof.
327813v6S M7TN CL205 -44 4
" Unavo id able . A
Unavoluable '"clays" means delays beyond the reasonable control of the party seeking
to be excused as a result thereof which are the direct result of war, significant weather conditions
such as floods, tornadoes, or the like, terrorism, strikes, other labor troubles, fire or other
casualty to the Minimum Improvements, litigation commenced by third parties which, by
injunction or other similar judicial action, directly results in delays, or acts of any federal, state
or local governmental unit (other than the Authority in exercising its rights under this
Agreement) which directly result in delays.
327813voa M'FN CL205-44
ARTICLE 11
Representations and Warranties
Section 2.1. Representations by the Authority and the City The Authority and City
make the following representations as the basis for the undertaking on its part herein contained:
(a) The Authority is an economic development authority duly organized and existing
under the laws of the State. Under the provisions of the Act, the Authority has the power to enter
into this Agreement and carry out its obligations hereunder.
(b) The City is a municipal corporation duly organized and existing under the laws of
the State. The City has the power to enter into this Agreement and carry out its obligations
hereunder.
(c) The activities of the Authority and City are undertaken to foster the
redevelopment of certain real property which for a variety of reasons is presently underutilized,
to eliminate current blighting factors and prevent the emergence of further blight at a critical
location in the City, to create increased tax base in the City, to stimulate further development in
the City as a whole.
Section 2.2. Representations and Warranties by the Redeveloper The Redeveloper
represents and warrants that:
(a) The Redeveloper is a limited liability company organized and in good standing
under the laws of the State of Minnesota, is not in violation of any provisions of its article of
organization or the laws of the State, is duly authorized to transact business within the State, has
power to enter into this Agreement and has duly authorized the execution, delivery and
performance of this Agreement by proper action of its members.
(b) Upon acquisition of the Redevelopment Property, the Redeveloper will construct,
operate and maintain the Minimum Improvements in accordance with the terms of this
Agreement and all applicable local, state and federal laws and regulations (including, but not
limited to, environmental, zoning, building code and public health laws and regulations).
(c) The Redeveloper has received no notice or communication from any local, state
or federal official that the activities of the Redeveloper or the Authority may be or will be in
violation of any environmental law or regulation (other than those notices or communications of
which the Authority is aware). The Redeveloper is aware of no facts the existence of which
would cause it to be in violation of or give any person a valid claim under any local, state or
federal environmental law, regulation or review procedure.
(d) The Redeveloper will construct the Minimum Improvements in accordance with
all local, state or federal energy- conservation laws or regulations.
327813v68 MTN CI-205 -44 6
I ue n,edeveioper will obtain, in a timely manner, all required permits, licenses
and approvals, and will meet, in a timely manner, all requirements of all applicable local, state
and federal laws and regulations which must be obtained or met before the Minimum
Improvements may be lawfully constructed.
(f) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of.
the terms, conditions or provisions of any corporate restriction or any evidences of indebtedness,
agreement or instrument of whatever nature to which the Redeveloper is now a party or by which
it is bound, or constitutes a default under any of the foregoing.
(g) The Redeveloper shall promptly advise City in writing of all litigation or claims
affecting any part of the Minimum Improvements and all written complaints and charges made
by any governmental authority materially affecting the Minimum Improvements or materially
affecting Redeveloper or its business which may delay or require changes in construction of the
Minimum Improvements.
(h) The proposed redevelopment by the Redeveloper hereunder would not occur but
for the public assistance in the form of a land value write -down and site preparation grants being
provided by the Authority hereunder.
327813v68 MIN C1205 -44 7
An II LIE III
Property Conditions, Acquisition, Conveyance and Financing
Section 31. Condition, Acquisition and Conveyance of the City Parcels; the
Redevelopment Property (a) As of the date of this Agreement, the City owns three (3) parcels
of land comprising a part of the Redevelopment Property (the "City Parcels "). The City will
convey the City Parcels by quit claim deed to the Authority for later conveyance to the
Redeveloper. The Redeveloper owns the two (2) remaining parcels on the Redevelopment
Property (the "Redeveloper Parcels "). The Authority believes that the building located on the
Redeveloper Parcels is functionally obsolete, and the City Parcels are vacant. The Redeveloper
will incur significant costs to address these substandard conditions in order to redevelop the
property. In order to assist the Redeveloper in making development of the Minimum
Improvements economically feasible, the Authority will convey title to and possession of the
City Parcels to the Redeveloper at a reduced cost, and provide grant fiords to address conditions
on the Redevelopment Property subject to the conditions of this Agreement.
(b) The Authority and City obligate themselves to undertake and complete by Closing
the following actions:
(i) Upon receipt from the City, convey 3710, 3718 and 3722 Central Avenue
to the Redeveloper, as provided hereafter,
(ii) Complete any remaining activities for the application to the County for up
to $75,000 in community development block grant (CDBG) funds to be provided to the
Redeveloper as provided hereafter.
(c) The Redeveloper obligates itself to undertake and complete by Closing the
following actions:
(i) Acquire 3700 and 3706 Central Avenue at its sole cost and expense.
Section 3.2. Conditions of Conveyance• Purchase Price (a) The Authority shall convey
title to and possession of the City Parcels to the Redeveloper by a quit claim deed in the form
contained in Exhibit B. The Authority's obligation to convey the City Parcels to the Redeveloper
is subject to satisfaction of the following terms and conditions:
(i) the Redeveloper having submitted and the Authority having approved
evidence of financing as required under Article VII;
(ii) the Redeveloper having submitted and the Authority having approved
Construction Plans for the Minimum Improvements as required by Article IV;
(iii) the Redeveloper having reviewed and approved title to the City Parcels as
set forth in Section 3.4;
3278130.8 MTN C1,205 -44 8
I
kiv) the Redeveloper not being in default under this Agreement;
(v) the City having approved and granted all Redeveloper required land use
and plat approvals (the "Land Use Approvals ").
(vi) the Redeveloper paying the purchase price for the City Parcels as provided
in subsection 3.2. (c).
(vii) the Redeveloper having executed the Loan Agreement (the "Loan ")
substantially in the form shown at Schedule D for the loan of funds from the Authority relating
to Redeveloper's purchase of 3710 Central Avenue. The Loan shall be for a period not to exceed
tenfour (4-04) years, or the period ending with the sale or refinancing of any portion of the
Minimum Improvements and /or Redevelopment Property, which ever is earlier.
(b) The closing on conveyance of the City Parcels within the Redevelopment
Property from the Authority to the Redeveloper shall occur on or before July 31, 2008 (the
"Closing "), or such other date as the Authority and Redeveloper agree in writing.
(c) The purchase price of the City Parcels shall be as follows:
Purchase Price Fair Market Value
3710 Central - $43,600 $78,600
3718 Central- $1.00 $49.100
3 722 Central- $1.00 $49,100
The respective purchase prices represent a write -down of the their fair market value in
recognition of the Redeveloper's costs of assembly of the Redevelopment Property and Public
Redevelopment Costs as described in Section 3.7.
Section 3.3. Place of Document Execution Delivery and Recording (a) Unless
otherwise mutually agreed by the Authority and the Redeveloper, the execution and delivery of
all deeds, documents and the payment of any purchase price shall be made at the offices of the
Authority.
(b) The Deeds shall be in recordable form and shall be promptly recorded in the
proper office for the recordation of deeds and other instruments pertaining to the Authority
Parcel. At closing, the Redeveloper shall pay: all recording costs, excluding state deed tax, in
connection with the conveyance of the City Parcels; costs of recording any instruments used to
clear title encumbrances and title insurance commitment; one -half of any title company closing
fees, the cost of a title insurance policy or policies for the City Parcels; any costs relating to title
and closing on the Redeveloper Parcels.
The Authority shall pay any outstanding levied or pending special assessments levied against the
City Parcels or other charges for public improvements however characterized installed or
authorized prior to Closing. The parties agree and understand that the City Parcels are exempt
from real property taxes payable in 2008.
327313v68 MIN CI-205-44 9
A - -0 �1 I , P " • I I
A-Sol T-- Amen Arac
LUC-SM—Le Of till
—g-A.-m—ded and ikestatedcoi anccs
--PrivatQ-Qe—vW=rfent. all cony
described in Section 3.2 have been
Section 3.4. Title. (a) Redeveloper shall at its cost and expense obtain a commitment for
the issuance of a policy or policies of title insurance for the City Parcels and deliver the same to
the Authority. The Redeveloper shall review the state of title to the City Parcels and provide the
Authority with a list of written objections to such title. The Authority shall proceed in good faith
and with all due diligence to attempt to cure the objections made by the Redeveloper. In the
event the Redeveloper shall have provided the Authority with a list of written objections, within
ten (10) days after the date that all such objections have been cured to the reasonable satisfaction
of the Redeveloper, the Authority and Redeveloper shall proceed with the conveyance of the
City Parcels pursuant to Sections 3.1, 3.2 and 3.3 of this Agreement. In the event that the
Authority has failed to cure objections within sixty (60) days after its receipt of the
Redeveloper's list of such objections, either the Redeveloper or the Authority may by the giving
of written notice to the other, terminate this Agreement, upon the receipt of which this
Agreement shall be null and void and neither party shall have any liability hereunder. The
Authority shall have no obligation to take any action to clear defects in the title to the City
Parcels, other than the good faith efforts described above.
(b) The Authority shall take no actions to encumber title to the City Parcels between
the date of this Agreement and the time which the Deed is delivered to the Redeveloper.
Section 3.5. Soil Conditions: 0 " ther Representations. (a) The Redeveloper acknowledges
that the Authority and City make no representations or warranties as to the condition of the soils
on the City Parcels or the Redeveloper Parcels, or the fitness for construction of the Minimum
Improvements or any other purpose for which the Redeveloper may make use of such property.
The Redeveloper acquires the City Parcels "as is." Neither the City nor the Authority has any
obligation to acquire the Redeveloper Parcels.
(b) Any time and from time to time prior to the date of closing, Redeveloper, and
person or persons selected by Redeveloper shall be permitted access to the City Parcels for the
purpose of conducting such studies and investigations of the City Parcels as Redeveloper deems
appropriate, which studies and investigations shall be conducted at Redeveloper's sole expense
and pursuant to any other terms and conditions of this Agreement. Redeveloper agrees to
indemnify the Authority against any liability, cost or expense incurred by the Authority as a
result of Redeveloper's actions, including but not limited to fines, court costs, reasonable
attorneys' fees and remedial costs. Such studies may include without limitation, physically
inspecting the City Parcels and reviewing the Authority's records concerning the City Parcels
which records shall be made reasonably available to Redeveloper.
(c) The Authority discloses that there is not an individual sewage treatment system on
or serving the City Parcels.
(d) The Authority does not know of any wells on the City Parcels, and will so certify
in the deeds conveying the City Parcels to the Redeveloper.
327813vhS MTN CL205-44 10
'J"'Llull -Y.v. 1-Alvironniental Conditions. (a) The Redeveloper turther acknowledges that
the assistance provided to the Redeveloper under this Agreement neither implies any
responsibility by the Authority or the City for any contamination of the City Parcels or
Redeveloper Parcels, nor imposes any obligation on such parties to participate in any cleanup of
such property, if required, by state or federal agencies. The Authority has provided all
environmental reports (the "Environmental Reports") in its possession concerning the City
Parcels to the Redeveloper, if any, and represents that that it knows of no other environmental
conditions relating to the City Parcels, except as disclosed in the Environmental Reports.
(b) Without limiting its obligations under Article VIII of this Agreement the
Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the
City, and their governing body members, officers, and employees (collectively, the
"Indemnitees"), from any claims or actions arising out of the presence, if any, of hazardous
wastes or pollutants existing on or in the City Parcels, or the Redeveloper Parcels, unless and to
the extent that such hazardous wastes or pollutants are present as a result of the actions or
omissions of the Indemnitees. Nothing in this section will be construed to limit or affect any
limitations on liability of the City or Authority under State or federal law, including without
limitation Minnesota Statutes Sections 466.04 and 604.02.
Section 3.7. Public Redevelopment Costs; Grants; Disbursement. (a) The Redeveloper
shall acquire all parcels comprising the Redevelopment Property, demolish all existing buildings
on the Redevelopment Property and undertake all soil corrections, utility relocation, and grading
and excavation needed to construct the Minimum Improvements (such activities are collectively
referred to as the "Public Redevelopment Costs"), consistent with applicable State and Federal
requirements, and deliver proof of approval of compliance with such requirements. The term
Public Redevelopment Costs also includes Authority costs paid by the Redeveloper under
Section 3.9 hereof, and relocation costs, if any, paid by Redeveloper under Section 3.11 hereof.
(b) In order to assist the Redeveloper with acquisition of the Redevelopment Property
and construction of the Minimum Improvements, the Authority will provide the following
assistance:
(i) $100,000 from the Anoka County Economic Development Authority levy for
land acquisition costs;
(ii) $75,000 from a grant of community development block grant (CDBG) funds
from Anoka County (Grantor Agency) for land acquisition costs;
(iii) $30,000 from CDBG funds for demolition activities on the Redevelopment
Property;
(iv)
in land value write - downs:.
(vi),-21, -SW4-m._ 543 Loa interest wf 4 t — dow* 4 ) r 4 ie1 ,- o - a . free. effi ef as
Q11.4i j. 4
— Le-2-208. -0—
32781308 MTN CL205-44 I I
T" 11. ' f 4 ' i d s disclosed in order
g crxecx �.iv i viui grant an -' iIl - KniQ assist 1S #4� ;99 �� J�} $�_ n
in order to determ com H ance with the Bus Subs Act as s tated in Section 3.7.
- -= - --
(c) The Authority will pay, reimburse or provide in -kind assistance to the
Redeveloper for Public Redevelopment Costs, from and to the extent of the proceeds from the
Grantor Agency, the Authority and the City. Notwithstanding anything to the contrary herein, if
Public Redevelopment Costs exceed the amount to be reimbursed under this Section, such excess
costs shall be the sole responsibility of the Redeveloper.
(d) Upon request of Redeveloper from time to time, the Authority will disburse to or
on behalf of the Redeveloper, from the grant and cash sources described in Section 3.7(b), up to
$205,000, the maximum amount of the cash assistance from the grants from the County and
Authority, and provide the in -kind contribution for the turn lane and the land acquisition and
interest write- downs, for payment of the Public Redevelopment Costs, subject to the condition
precedent that on the date of such disbursement:
(i) No Event of Default under this Agreement or event which would
constitute such an Event of Default but for the requirement that notice be given or that a
period of grace or time elapse, shall have occurred and be continuing;
(ii) The Authority has received a written statement from the Redeveloper's
authorized representative certifying with respect to each payment: (A) that none of the
items for which the payment is proposed to be made has formed the basis for any
payment theretofore made under this section; (B) that each item for which the payment is
proposed is an item of Public Redevelopment Costs and (C) the Redeveloper reasonably
anticipates completion of the Minimum Improvements in accordance with the terms of
this Agreement.
(iii) Redeveloper has acquired fee title to the City Parcels, or has received a
right of access to the City Parcels from the Authority to accomplish an item of Public
Redevelopment Costs.
(iv) Redeveloper has submitted, and the Authority has approved, Construction
Plans for the Minimum Improvements in accordance with Article IV hereof, and
financing commitment in accordance with Article VII hereof.
(e) Whenever the Redeveloper desires a disbursement to be made hereunder, which
shall be no more often than monthly, the Redeveloper shall submit to the Authority a letter duly
executed on behalf of the Redeveloper accompanied by paid invoices or other comparable
evidence that the cost has been incurred and invoices paid by Redeveloper. Each request shall
constitute a representation and warranty by the Redeveloper that all representations and
warranties set forth in this Agreement are true and correct as of the date of such draw request.
(f) If the Redeveloper has performed all of its agreements and complied with all
requirements theretofore to be performed or complied with hereunder, including satisfaction of
all applicable conditions precedent contained in Article III hereof, and upon receipt of requested
funds, the Authority shall make a disbursement to the Redeveloper in the amount of the
requested disbursement. Each disbursement shall be paid as follows: Within thirty (30) business
327813v48 MTN CL205 -44 12
uu V1 ieceiyL U1 a req�iest ior` disbursement, the Authority shall disburse the approved amount
of the requested disbursement to the Redeveloper.
(g) The making of the final disbursement by the Authority under this Section shall be
subject to the condition precedent that the Redeveloper shall be in compliance with all conditions
set forth in this Section, and further, that the Authority shall have received a lien waiver from
each contractor for all work done and for all materials furnished by it for the Public
Redevelopment Costs.
(h) The Authority may, in its sole discretion, without notice to or consent from any
other party, waive any or all conditions for disbursement set forth in this Article. However, the
making of any disbursement prior to fulfillment of any condition therefor shall not be construed
as a waiver of such condition, and the Authority shall have the right to require fulfillment of any
and all such conditions prior to authorizing any subsequent disbursement.
(i) Notwithstanding anything to the contrary in this Agreement, if Redeveloper
should default by failing to complete the Minimum Improvements by the dates specified in
Section 4.3(a), the Redeveloper shall promptly repay to the Authority the amount disbursed to
Redeveloper under clauses (d) -(g).
Section 3.8. No Business Subsidy The parties understand that the Authority is
transferring the City Parcels to the Redeveloper by means of a write -down of the fair- market
value of the City Parcels from $ 176,800 to $43,602, a total write -down of $133,198. The
Authority in addition will provide $100,000 from the Anoka County Economic Development
Authority levy, and $75,000 from a CDBG Grant to the Authority, to the Redeveloper for
acquisition and Public Redevelopment Costs related to the Redevelopment Property. The
Authority in addition will provide a grant, in an amount not to exceed $30,000 for demolition
activities on the Redevelopment Property. Theit -lit wi fm ae the ct }t
100 0 ;4io -tom ii 1 )f , '
will al so rovide . an interest free Lcl oan_m the mcipal
- — -_
a moui�f X43.600 for acquisition costs relating to 3710 Central Avenue rpre�rts�rar�tr��,3
amount
i the L oanl. which is a loan at a rate below those commercially availabl to the Developer_
— _
with an ef fecti ve chi of the Lo o f .Lun 2 2008. Theseiants._.the Lo and land
-- — f f
-- - -
write -downs —
total 381 The amount of the r k si lyaw sistance of $3 9 381,79$
does not constitute a business subsidy because the Redeveloper's investment in site acquisition
and preparation is at least $701,602, which is 70 percent or more of the assessor's current year's
estimated market value of $572,800 for the Redevelopment Property. Therefore, no business
subsidy is being provided to the Redeveloper pursuant to Minnesota Statutes, Section 116J.993
to I I6J.995, as amended.
Section 3.9. Payment of Administrative Costs The Redeveloper is responsible for the
Authority's "Administrative Costs," which means out -of- pocket costs incurred by the Authority
attributable to or incurred in connection with the negotiation and preparation of this Agreement,
the Preliminary Development Agreement, and other documents and agreements in connection
with the City Parcels. In order to secure partial payment of the Administrative Costs, the
Redeveloper delivered to the Authority $3,000 upon execution of the Preliminary Development
32781308 MIN CL205 -44 13
<������.�����. ��1� Authority will utilize such runds to pay or reimburse itself for Administrative
Costs. If at any one or more times during the term of this Agreement, the Authority determines
that Administrative Costs will exceed $3,000 and that additional security is required, the
Authority shall notify the Redeveloper of the amount of such additional security. Within ten
calendar days of receipt of such notice, the Redeveloper shall deliver to the Authority the
required additional security. Failure of the Redeveloper to deliver the requested additional
security will result in the Authority suspending its obligations under this Agreement until the
security is provided.
Section 3.10. Records The Authority or its representatives shall have the right at all
reasonable times after reasonable notice to inspect, examine and copy all books and records of
Redeveloper relating to the Minimum Improvements.
Section 3.11. Relocation (a) The Redeveloper shall be responsible for the relocation of all
tenants of the Redevelopment Property, if any, including the provision of any relocation benefits
and payments. The Redeveloper shall consult with a relocation consultant, approved by the
Authority, regarding the relocation benefits and payments to be provided to them in exchange for
their relocation from the Redevelopment Property. Such amounts are reimbursable as Public
Redevelopment Costs under this Agreement, limited to those costs approved by the relocation
consultant.
(b) The Redeveloper shall provide to the Authority written agreements, in a form
approved by the Authority, from each owner and occupant of the Redevelopment Property, under
which such owners and occupants agree to be relocated from the Redevelopment Property on terms
contained in the agreements. In addition, the Redeveloper shall furnish to the Authority a written
certification from its attorney that waivers of relocation benefits contained in such agreements were
explained to each owner and occupant in accordance with the terms of the agreement.
(c) Without limiting the Redeveloper's obligations under Section 8.3 hereof, the
Redeveloper will indemnify, defend and hold harmless the Authority, the City, and their governing
body members, employees, agents and contractors from any and all claims for benefits or payments
arising out of the relocation or displacement of any person from the Redevelopment Property as a
result of the implementation of this Agreement.
3278 ] 3v6 8 MTN CL205 -44 14
ARTICLE IV
Construction of Minimum Improvements and Public Improvements
Section 4.1. Construction of Minimum Improvements (a) The Redeveloper agrees that,
upon acquisition of the parcels comprising the Redevelopment Property, it will construct or
cause construction of the Minimum Improvements on the Redevelopment Property, in substantial
compliance with approved Construction Plans and at all times while Redeveloper owns the
Redevelopment Property, all as determined by the City Engineer in his reasonable discretion,
will operate and maintain, preserve and keep the respective components of the Minimum
Improvements or cause such components be maintained, preserved and kept with the
appurtenances and every part and parcel thereof, in good repair and condition.
(b) All plans and specifications shall in addition comply with all conditions imposed
on Redeveloper by the City or its Planning Commission in approving the requested zoning
approvals, including the requirement that all parcels comprising the Redevelopment Property be
platted into one parcel with its legal description (the "Land Use Approvals ") for the
Redevelopment Property.
Section 4.2. Construction Plans. (a) Before commencement of construction of the
Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The
Construction Plans shall provide for the construction of the Minimum Improvements and shall be
in conformity with this Agreement and all applicable State and local laws and regulations. The
Authority Representative will approve the Construction Plans in writing i£ (i) the Construction
Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans
conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans
conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the
Construction Plans are adequate to provide for construction of the Minimum Improvements; (v)
the Construction Plans do not provide for expenditures in excess of the funds available to the
Redeveloper from all sources (including Redeveloper's equity) for construction of the Minimum
Improvements; and (vi) no Event of Default has occurred. Approval may be based upon a
review by the City's Engineer and Building Official of the Construction Plans. No approval by
the Authority Representative shall relieve the Redeveloper of the obligation to comply with the
terms of this Agreement or of the Redevelopment Plan, applicable federal, state and local laws,
ordinances, rules and regulations, or to construct the Minimum Improvements in accordance
therewith. No approval by the Authority Representative shall constitute a waiver of an Event of
Default. If approval of the Construction Plans is requested by the Redeveloper in writing at the
time of submission, such Construction Plans shall be deemed approved unless rejected in writing
by the Authority Representative, in whole or in part. Such rejections shall set forth in detail the
reasons therefore, and shall be made within 15 days after the date of their receipt by the
Authority. If the Authority Representative rejects any Construction Plans in whole or in part, the
Redeveloper shall submit new or corrected. Construction Plans within 15 days after written
notification to the Redeveloper of the rejection. The provisions of this Section relating to
approval, rejection and resubmission of corrected Construction Plans shall continue to apply
until the Construction Plans have been approved by the Authority. The Authority
32781308 MTN CL205 -44 15
L\%, Y l%,3k,nLa«vc b appl()va1 snail not ne unreasonably withheld, delayed or conditioned. Said
approval shall constitute a conclusive determination that the Construction Plans (and the
Minimum Improvements to be constructed in accordance with said plans) comply to the
Authority's satisfaction with the provisions of this Agreement relating thereto.
(b) If the Redeveloper desires to make any material change in the Construction Plans
after their approval by the Authority, the Redeveloper shall submit the proposed change to the
Authority for its approval. If the Construction Plans, as modified by the proposed change,
conform to the requirements of Section 4.2 of this Agreement with respect to such previously
approved Construction Plans, the Authority shall approve the proposed change and notify the
Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any
event, be deemed approved by the Authority unless rejected, in whole or in part, by written
notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such
rejection shall be made within 15 days after receipt of the notice of such change. The
Authority's approval of any such change in the Construction Plans will not be unreasonably
withheld.
Section 4.3. Completion of Construction (a) Subject to Unavoidable Delays, the
Redeveloper must commence construction of the Minimum Improvements by " June 1
2 , 2012_ and must substantially complete construction of the Minimum Improvements by
January 1, 2-E A,20I 3. All work with respect to the Minimum Improvements to be constructed or
provided by the Redeveloper on the Redevelopment Property shall be in substantial conformity
with the Construction Plans as submitted by the Redeveloper and approved by the Authority and
the City. If the Redeveloper is making substantial progress with respect to the redevelopment
project, and is unable to meet one or more of the above - referenced deadlines, the Authority and
the Redeveloper shall negotiate in good faith for a reasonable period to extend the time in which
necessary action(s) must be taken or occur, the lapse of which time would otherwise constitute a
default under this Agreement.
(b) The Redeveloper agrees for itself, its successors and assigns, and every successor in
interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such
successors and assigns, shall promptly begin and diligently prosecute to completion the
redevelopment of the Redevelopment Property through the construction of the Minimum
Improvements thereon, and that such construction shall in any event be commenced and
completed subject to Unavoidable Delay within the period specified in this Section 43 of this
Agreement. Subsequent to conveyance of the City Parcels, or any part thereof, to the
Redeveloper, and until construction of the Minimum Improvements has been completed, the
Redeveloper shall make reports, in such detail and at such times as may reasonably be requested
by the Authority, as to the actual progress of the Redeveloper with respect to such construction.
Section 4.4. Credits The Redeveloper shall receive four (42) SAC credits.
Redeveloper shall be responsible for all other charges and fees imposed by the City.
Section 4.5. Certificate of Completion (a) Promptly after substantial completion of the
Minimum Improvements in accordance with those provisions of the Agreement relating solely to
the obligations of the Redeveloper to construct the Minimum Improvements (including the dates
327813v68 MTN CL205 -44 16
for co�=�plctior� thereo j, trle Authority will furnish the relevant Redeveloper with a Certificate of
Completion in substantially the form attached as Schedule C. Such certification by the Authority
shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive
determination of satisfaction and termination of the agreements and covenants in the Agreement
and in the Deed with respect to the obligations of the Redeveloper, and its successors and
assigns, to construct the relevant component of the Minimum Improvements and the dates for the
completion thereof. Such certification and such determination shall not constitute evidence of
compliance with or satisfaction of any obligation of the 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) The Certificate of Completion provided for in this Section 4.4 of this Agreement
shall be in such form as will enable it to be recorded in the proper office for the recordation of
deeds and other instruments pertaining to the Redevelopment Property. If the Authority shall
refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of
this Agreement, the Authority shall, within thirty (30) days after written request by the
Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in
what respects the Redeveloper has failed to complete the Minimum Improvements in accordance
with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will
be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to
obtain such certification.
(c) The construction of the Minimum Improvements shall be deemed to be
substantially completed when the Redeveloper has received a certificate of occupancy from the
City, and all site improvements have been substantially completed as reasonably determined by
the Authority Representative.
3278130B MTN C1,205 -44 17
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 non - reporting form on the so- called "all risk" form of policy. The
interest of the Authority shall be protected in accordance with a clause in form and
content satisfactory to the Authority;
(ii) Comprehensive general liability insurance (including operations,
contingent liability, operations of subcontractors, completed operations and contractual
liability insurance) together with an Owner's Contractor's Policy with limits against
bodily injury and property damage of not less than $- 1-00"00 1,500,000 for each
occurrence (to accomplish the above - required limits, an umbrella excess liability policy
may be used);
(iii) Automobile liability insurance to cover claims for damages because of
bodily injury or death of any person or property damage arising out of the ownership,
maintenance or use of any motor vehicle of not less than $44)004,400 and
-
(iv) Workers' compensation insurance, with statutory coverage.
(b) All insurance required in Article V of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Redeveloper which are
authorized under the laws of the State to assume the risks covered thereby, and shall name the
Authority, the City and any Mortgagee as an additional named insured thereunder. Upon
request, the Redeveloper will deposit annually with the Authority policies evidencing all such
insurance, or a certificate or certificates or binders of the respective insurers stating that such
insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement
each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way
as to reduce the coverage provided below the amounts required herein without giving written
notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation or
modification becomes effective. In lieu of separate policies, the Redeveloper may maintain a
single policy, blanket or umbrella policies, or a combination thereof, having the coverage
required herein, in which event the Redeveloper shall deposit with the Authority a certificate or
certificates of the respective insurers as to the amount of coverage in force upon the Minimum
Improvements.
3278130_ MTN CL205 -44 18
(c) Hic Redeveloper agrees to notify the Authority immediately in the case of
damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any
portion thereof resulting from fire or other casualty. In such event the Redeveloper will
forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or
an improved condition or value as it existed prior to the event causing such damage and, to the
extent necessary to accomplish such repair, reconstruction and restoration, the Redeveloper will
apply the net proceeds of any insurance relating to such damage received by the Redeveloper to
the payment or reimbursement of the costs thereof
The Redeveloper shall complete the repair, reconstruction and restoration of the
Minimum Improvements, whether or not the net proceeds of insurance received by the
Redeveloper for such purposes are sufficient to pay for the same. Any net proceeds remaining
after completion of such repairs, construction and restoration shall be the property of the
Redeveloper.
(d) The Redeveloper and the Authority agree that all of the insurance provisions set
forth in this Article V shall terminate upon the termination of this Agreement, the issuance by the
City of a Certificate of Completion for the Minimum Improvements.
Section 5.2. Subordination Notwithstanding anything to the contrary contained in this
Article V, the rights of the Authority with respect to the receipt and application of any proceeds
of insurance shall, in all respects, be subject and subordinate to the rights of any lender under a
Mortgage approved pursuant to Article VII of this Agreement.
Section 5.3. Qualifications Notwithstanding anything herein to the contrary, the parties
acknowledge and agree that:
(a) Upon transfer of the City Parcels or portion thereof to another person or entity,
the Redeveloper will remain obligated under Section 5.1 hereof relating to such portion
transferred, unless the Redeveloper is released from such obligations in accordance with the
terms and conditions of Section 8.2(b), (c), or 8.3 hereof.
3278 ] 3v€ 8 Mi'N CL205 -44 19
ARTICLE VI
Taxes
Section 6.1. Right to Collect Delinquent Taxes The Redeveloper acknowledges that the
Authority is providing substantial aid and assistance in furtherance of the redevelopment
described in this Agreement, in part through payment of the Public Redevelopment Costs. The
Redeveloper understands that the real estate taxes on the Minimum Improvements must be
promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and
assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also
obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed
against the Redevelopment Property and the Minimum Improvements. The Redeveloper
acknowledges that this obligation creates a contractual right prior to the issuance of a Certificate
of Completion on behalf of the Authority to sue the Redeveloper or its successors and assigns to
collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same
as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to
recover its costs, expenses and reasonable attorney fees.
Section 6.2. Review of Taxes. The Redeveloper agrees that prior to the issuance of the
Certificate of Completion, it will not cause a reduction in the real property taxes paid in respect
of the Redevelopment Property through: (A) willful destruction of the Redevelopment Property
or any part thereof, or (B) willful refusal to reconstruct damaged or destroyed property pursuant
to Section 5.1 of this Agreement. The Redeveloper also agrees that it will not, prior to the
issuance of the Certificate of Completion, apply for a deferral of property tax on the
Redevelopment Property pursuant to any law, or transfer or permit transfer of the
Redevelopment Property to any entity whose ownership or operation of the property would result
in the Redevelopment Property being exempt from real estate taxes under State law (other than
any portion thereof dedicated or conveyed to the City or Authority in accordance with this
Agreement).
32781305. MTN CL205 -44 20
ARTICLE VII
Financing
Section 7.1. Mortgage Financing (a) Before the Redeveloper's Closing Date, the
Redeveloper shall submit to the City evidence of one or more commitments for financing which,
together with committed equity for such construction, is sufficient for payment of the
Construction Costs for the Minimum Improvements. Such commitments may be submitted as
short -term financing, long -term mortgage financing, a bridge loan with a long -term take -out
financing commitment, or any combination of the foregoing.
(b) If the financing is sufficiently committed and adequate in amount to pay the costs
specified in paragraph (a) then the Authority staff shall notify the Redeveloper in writing of its
approval. Such approval shall not be unreasonably withheld and either approval or rejection
shall be given within ten (10) days from the date when the Authority is provided the evidence of
financing. A failure by the Authority staff to respond to such evidence of financing shall be
deemed to constitute an approval hereunder. If the Authority staff rejects the evidence of
financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any
event the Redeveloper shall submit adequate evidence of financing within ten (10) days after
such rejection.
(c) In the event that there occurs a default under any Mortgage authorized pursuant to
Section 7.1 of this Agreement, the Redeveloper shall cause the Authority to receive copies of any
notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the
Authority shall have the right, but not the obligation, to cure any such default on behalf of the
Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage
documents. In the event there is an event of default under this Agreement, the Authority will
transmit to the Holder of any Mortgage a copy of any notice of default given by the Authority
pursuant to Article IX of this Agreement.
(d) In order to facilitate the securing of other financing, the Authority agrees to
subordinate its rights under this Agreement provided that such subordination shall be subject to
such reasonable terms and conditions as the Authority and Holder mutually agree in writing.
Notwithstanding anything to the contrary herein, any subordination agreement must include the
provision described in Section 10.3.
3278 ] 30S MTN CL205 -44 1
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Redevelopment The Redeveloper represents and
agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to
the Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment
Property and not for speculation in land holding.
Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of
Agreement. The Redeveloper represents and agrees that until issuance of the Certificate of
Completion for the Minimum Improvements:
(a) Except as specifically described in this Agreement, the Redeveloper has not made
or created and will not make or create or suffer to be made or created any total or partial sale,
assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of
or with respect to this Agreement or the Redevelopment Property or any part thereof or any
interest therein, or any contract or agreement to do any of the same, to any person or entity
(collectively, a "Transfer "), without the prior written approval of the Authority's board of
commissioners. The term "Transfer" does not include (i) encumbrances made or granted by way
of security for, and only for, the purpose of obtaining construction, interim or permanent
financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment
Property or to construct the Minimum Improvements, (ii) any lease, license, easement or similar
arrangement entered into in the ordinary course of business related to operation of the Minimum
Improvements, (iii) any sale, conveyance, or transfer in any form to any Affiliate, or (iv) any
change in ownership of the Redeveloper so long as the identity of the parties in control of
Redeveloper do not change. Any such transfer shall be subject to the provisions of this
Agreement.
(b) If the Redeveloper seeks to effect a Transfer prior to issuance of the Certificate of
Completion, the Authority shall be entitled to require as conditions to such Transfer that:
(i) any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the Authority, necessary and adequate to
fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion
of the Redevelopment Property to be transferred; and
(ii) Any proposed transferee, by instrument in writing satisfactory to the
Authority and in form recordable in the public land records of Anoka County, Minnesota,
shall, for itself and its successors and assigns, and expressly for the benefit of the
Authority, have expressly assumed all of the obligations of the Redeveloper under this
Agreement as to the portion of the Redevelopment Property to be transferred and agreed
to be subject to all the conditions and restrictions to which the Redeveloper is subject as
to such portion; provided, however, that the fact that any transferee of, or any other
successor in interest whatsoever to, the Redevelopment Property, or any part thereof,
shall not, for whatever reason, have assumed such obligations or so agreed, and shall not
327813v€r MTN CL205 -44 22
(uiuess and only to the extent otherwise specifically provided in this Agreement or agreed
to in writing by the Authority) deprive the Authority of any rights or remedies or controls
with respect to the Redevelopment Property, the Minimum Improvements or any part
thereof or the construction of the Minimum Improvements; it being the intent of the
parties as expressed in this Agreement that (to the fullest extent permitted at law and in
equity and excepting only in the manner and to the extent specifically provided otherwise
in this Agreement) no transfer of, or change with respect to, ownership in the
Redevelopment Property or any part thereof, or any interest therein, however
consummated or occurring, and whether voluntary or involuntary, shall operate, legally,
or practically, to deprive or limit the Authority of or with respect to any rights or
remedies on controls provided in or resulting from this Agreement with respect to the
Redevelopment Property that the Authority would have had, had there been no such
transfer or change. In the absence of specific written agreement by the Authority to the
contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve
the Redeveloper, or any other party bound in any way by this Agreement or otherwise
with respect to the Redevelopment Property, from any of its obligations with respect
thereto; and
(iii) Any and all instruments and other legal documents involved in effecting
the transfer of any interest in this Agreement or the Redevelopment Property governed by
this Article VIII, shall be in a form reasonably satisfactory to the Authority.
(c) If the conditions described in paragraph (b) are satisfied then the Transfer will be
approved and the Redeveloper shall be released from its obligation under this Agreement, as to
the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed.
The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance
with the terms of this Article.
(d) Upon issuance of the Certificate of Completion, the Redeveloper may transfer or
assign the Minimum Improvements and /or the Redeveloper's rights and obligations under this
Agreement with respect to such property without the prior written consent of the Authority.
Section 8.3. Release and hldemnification Covenants (a) The Redeveloper releases from
and covenants and agrees that the Authority and the City and the governing body members,
officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify
and hold harmless the Authority and the City and the governing body members, officers, agents,
servants and employees thereof against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect in the Minimum Improvements
or the Public Improvements, except for any such damages or injuries directly related to the gross
negligence of the Authority or the City.
(b) Except for any willful or negligent misrepresentation or any willful or wanton
misconduct or negligence of the following named parties, the Redeveloper agrees to protect and
defend the Authority and the City and the governing body members, officers, agents, servants
and employees thereof (the "Indemnified Parties "), now or forever, and further agrees to hold the
Indemnified Parties harmless from any claim, demand, suit, action or other proceeding
327813v€8 MTN CI-205 -44 23
wliatsoever b any person or entity whatsoever arising or purportedly arising from this
Agreement, or the transactions contemplated hereby or the acquisition, construction, installation,
ownership, and operation of the Minimum Improvements and Public Improvements.
(c) Except for any negligence of the Indemnified. Parties (as defined in clause (b)
above), and except for any breach by any of the Indemnified Parties of their obligations under
this Agreement, the Indemnified Parties shall not be liable for any damage 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 any act of
negligence of any person.
(d) All covenants, stipulations, promises, agreements and obligations of the Authority
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the Authority and not of any governing body member, officer, agent, servant or
employee of the Authority in the individual capacity thereof.
32781308 MTN CL20544 24
ARTICLE 1X
Events of Default
Section 9.1. Events of Default Defined The following shall be "Events of Default"
under this Agreement and the term "Event of Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events, after the non - defaulting party provides 30
days written notice to the defaulting party of the event, but only if the event has not been cured
within said 30 days or, if the event is by its nature incurable within 30 days, the defaulting party
does not, within such 30 -day period, provide assurances reasonably satisfactory to the party
providing notice of default that the event will be cured and will be cured as soon as reasonably
possible:
(a) Failure by the Redeveloper or the Authority to observe or perform any material
covenant, condition, obligation, or agreement on its part to be observed or performed under this
Agreement;
(b) The Redeveloper:
(i) files any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act or under any similar federal or State law;
(ii) makes an assignment for benefit of its creditors;
(iii) admits in writing its inability to pay its debts generally as they become
due;
(iv) is adjudicated a bankrupt or insolvent; or
(v) fails to pay or escrow for the Authority's Administrative Costs.
Section 9.2. Remedies on Default Whenever any Event of Default referred to in Section
9.1 of this Agreement occurs, the non - defaulting party may exercise its rights under this Section
9.2 after providing thirty days written notice to the defaulting party of the Event of Default, but
only if the Event of Default has not been cured within said thirty days or, if the Event of Default
is by its nature incurable within thirty days, the defaulting party does not provide assurances
reasonably satisfactory to the non - defaulting party that the Event of Default will be cured and
will be cured as soon as reasonably possible:
(a) Take whatever action, including legal, equitable or administrative action, which
may appear necessary or desirable to collect any payments due under this Agreement, or to
enforce performance and observance of any obligation, agreement, or covenant under this
Agreement.
327813v68 MTN CL205 -44 25
Section 93. Revesting Title in Authority - Upon Happening of Event Subsequent to
Conveyance to Redeveloper In the event that subsequent to conveyance of the City Parcels to
the Redeveloper and prior to receipt by the Redeveloper of the Certificate of Completion for the
Minimum Improvements required to be constructed on that parcel:
(a) the Redeveloper, subject to Unavoidable Delays, shall fail to begin construction
of the Minimum Improvements in conformity with this Agreement and such failure to begin
construction is not cured within 90 days after written notice from the Authority to the
Redeveloper to do so; or
(b) subject to Unavoidable Delays, the Redeveloper after commencement of the
construction of the Minimum Improvements, fails to carry out its obligations with respect to the
construction of such improvements (including the nature and the date for the completion
thereof), or abandons or substantially suspends construction work, and any such failure,
abandonment, or suspension shall not be cured, ended, or remedied within 90 days after written
demand from the Authority to the Redeveloper to do so; or
(c) the Redeveloper fails to pay real estate taxes or assessments on the parcel or any
part thereof when due, or creates, suffers, assumes, or agrees to any encumbrance or lien on the
parcel (except to the extent permitted by this Agreement), or shall suffer any levy or attachment
to be made, or any material men's or mechanics' lien, or any other unauthorized encumbrance or
lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien
removed or discharged or provision satisfactory to the Authority made for such payment,
removal, or discharge, within thirty (30) days after written demand by the Authority to do so;
provided, that if the Redeveloper first notifies the Authority of its intention to do so, it may in
good faith contest any mechanics' or other lien filed or established and in such event the
Authority shall permit such mechanics' or other lien to remain undischarged and unsatisfied
during the period of such contest and any appeal and during the course of such contest the
Redeveloper shall keep the Authority informed respecting the status of such defense; or
(d) there is, in violation of the Agreement, any transfer of the parcel or any part
thereof, and such violation is not cured within sixty (60) days after written demand by the
Authority to the Redeveloper, or if the event is by its nature not reasonably susceptible of being
cured within 60 days, the Redeveloper does not, within such 60 -day period, provide assurances
reasonably satisfactory to the Authority that the event will be cured as soon as reasonably
possible; or
(e) the Redeveloper fails to comply with any of its other covenants under this
Agreement, related to the Minimum Improvements and fails to cure any such noncompliance or
breach within thirty (30) days after written demand from the Authority to the Redeveloper to do
so, or if the event is by its nature incurable within 30 days, the Redeveloper does not, within such
30 -day period, provide assurances reasonably satisfactory to the Authority that the event will be
cured as soon as reasonably possible; or
Then the Authority shall have the right to re -enter and take possession of the City Parcels
and to terminate (and revest in the Authority) the estate conveyed by the Deed to the
32781308 M "! N CI-20544 26
r<eueveioper, it being the intent of this provision, together with other provisions of the
Agreement, that the conveyance of the parcel to the Redeveloper shall be made upon, and that
the Deed shall contain a condition subsequent to the effect that in the event of any default on the
part of the Redeveloper described in this Section 9.3 and failure on the part of the Redeveloper to
remedy, end, or abrogate such default within the period and in the manner stated in such Section,
the Authority at its option may declare a termination in favor of the Authority of the title, and of
all the rights and interests in and to the parcel conveyed to the Redeveloper, and that such title
and all rights and interests of the Redeveloper, and any assigns or successors in interest to and in
the parcel, shall revert to the Authority, but only if the events stated in Section 9.3(a) -(e) have
not been cured within the time periods provided above.
Section 9.4. Resale of Reacquired Property Disposition of Proceeds Upon the revesting
in the Authority of title to and /or possession of the City Parcels or any part thereof as provided in
Section 9.3, the Authority shall, pursuant to its responsibilities under law, use its best efforts to
sell the Redevelopment Property or part thereof as soon and in such manner as the Authority
shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan
to a qualified and responsible party or parties (as determined by the Authority) who will assume
the obligation of making or completing the Minimum Improvements or such other improvements
in their stead as shall be satisfactory to the Authority in accordance with the uses specified for
such Redevelopment Property or part thereof in the Redevelopment Plan. Upon resale of the
parcel, the proceeds thereof shall be applied:
(a) First, to reimburse the Authority for all costs and expenses incurred by them,
including but not Iimited to salaries of personnel, in connection with the recapture, management,
and resale of the parcel (but less any income derived by the Authority from the property or part
thereof in connection with such management); all taxes, assessments, and water and sewer
charges with respect to the parcel or part thereof (or, in the event the parcel is exempt from
taxation or assessment or such charge during the period of ownership thereof by the Authority,
an amount, if paid, equal to such taxes, assessments, or charges (as determined by the Authority
assessing official) as would have been payable if the parcel were not so exempt); any payments
made or necessary to be made to discharge any encumbrances or liens existing on the parcel or
part thereof at the time of revesting of title thereto in the Authority or to discharge or prevent
from attaching or being made any subsequent encumbrances or liens due to obligations, defaults
or acts of the Redeveloper, its successors or transferees; any expenditures made or obligations
incurred with respect to the freaking or completion of the subject improvements or any part
thereof on the parcel or part thereof, and any amounts otherwise owing the Authority by the
Redeveloper and its successor or transferee; and
(b) Second, to reimburse the Redeveloper, its successor or transferee, up to the
amount equal to (1) the purchase price paid by Redeveloper under Section 3.2; plus (2) the
amount actually invested by it in making any of the subject improvements on the parcel or part
thereof.
Any balance remaining after such reimbursements shall be retained by the Authority as
its property.
32781305 MTN CL20544 27
11
� LIUII INU JN_r_jjjCU y Exclusive. No remedy herein conferred upon or reserved to the
Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right and power
may be exercised from time to time and as often as may be deemed expedient. In order to entitle
the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other
than such notice as may be required in this Article IX.
Section 9.6. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the
other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
Section 9.7. Attorney Fees. Whenever any Event of Default occurs and if the Authority
or Redeveloper shall employ attorneys or incur other expenses for the collection of payments due
or to become due or for the enforcement of performance or observance of any obligation or
agreement on the part of the Redeveloper or Authority under this Agreement, the non-prevailing
party in any such action agrees that it shall, within 10 days of written demand by the prevailing
party, pay to the prevailing party the reasonable fees of such attorneys and such other reasonable
expenses so incurred.
327813vO8 MTN CI-205-44 28
ARTICLE 1X
Additional Provisions
Section 10.1. Conflict of Interest, or Authority Representatives Not Individually
Liable The Authority and the Redeveloper, to the best of their respective knowledge, represent
and agree that no member, official, or employee of the City or the Authority shall have any
personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or
employee participate in any decision relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership, or association in which he is, directly or
indirectly, interested. No member, official, or employee of the City or 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 City or for any amount which may become due to the Redeveloper or
successor or on any obligations under the terms of the Agreement.
Section 10.2. Equal Employment Opportunity The Redeveloper, for itself and its
successors and assigns, agrees that during the construction of the Minimum Improvements
provided for in the Agreement it will comply with all applicable federal, state and local equal
employment and non - discrimination laws and regulations.
Section 10.3. Restrictions on Use. The Redeveloper agrees that until the Termination
Date, the Redeveloper, and such successors and assigns, shall devote the Redevelopment
Property to, the operation of the Minimum Improvements for uses described in the definition of
such term in this Agreement, and shall not discriminate upon the basis of race, color, creed, sex
or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment
Property or any improvements erected or to be erected thereon, or any part thereof:
Section 10.4. Provisions Not Merged With Deed None of the provisions of this
Agreement are intended to or shall be merged by reason of any deed transferring any interest in
the Redevelopment Property and any such deed shall not be deemed to affect or impair the
provisions and covenants of this Agreement.
Section 10.5. Titles of Articles and Sections Any titles of the several parts, Articles, and
Sections of the Agreement are insertedd for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 10.6. Notices and Demands Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under the Agreement by either party to
the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally; and
(a) in the case of the Redeveloper, is addressed to or delivered personally to the
Redeveloper at 522 Lomianki Lane, Minneapolis, MN, 55421, and
327813v€8 MTN CL20544 29
ku) in LIie case or the Authority, is addressed to or delivered personally to the
Authority at 590 — 40 Avenue NE, Columbia Heights, Minnesota 55421, Attn: Executive
Director; or at such other address with respect to either such party as that party may, from time to
time, designate in writing and forward to the other as provided in this Section.
Section 10.7. Counterparts This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 10.8. Recording The Authority may record this Agreement and any
amendments thereto with the Anoka County recorder. The Redeveloper shall pay all costs for
recording.
Section 10.9. Amendment This Agreement may be amended only by written agreement
approved by the Authority and the Redeveloper.
Section 10.10. Authority or City Approvals Unless otherwise specified, any approval
required by the Authority under this Agreement may be given by the Authority Representative.
Section 10.11. Termination This Agreement terminates on the date the City issues the
Certificate of Completion, except that termination of the Agreement does not terminate, limit or
affect the rights of any party that arises before the date the City issues the Certificate of
Completion, or as otherwise provided herein.
32781308 WN C1,205 -44 30
1N `-1 T -Loo �JHEREOF, the Authority nas caused this Agreement to be duly executed
in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused
this Agreement to be duly executed in its name and behalf on or as of the date first above written.
STATE OF MINNESOTA )
ss.
COUNTY OF ANOKA )
COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
The foregoing instrument was acknowledged before me this day of
20W- 2011 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
327813v68 MTN C1,205 -44 31
CITY OF COLUMBIA HEIGHTS
By
Its Mayor
By
Its City Manager
STATE OF MINNESOTA
ss.
COUNTY OF ANOKA
The foregoing instrument was acknowledged before me this day of 1
4208;201 1- by Gary Peterson and Walter R. Fehst, the Mayor and City Manager of the City of
Columbia Heights, a Minnesota municipal corporation, on behalf of the City.
Notary Public
327813v6a MIN CI-205-44 32
37TH AND CENTRAL LLC
By Christopher Little
Its
STATE OF MINNESOTA
ss.
COUNTY OF
The foregoing instrument was acknowledged before me this
2 0092011 by Christopher Little, the
Central LLC, a Minnesota limited liability company, on behalf of the company.
Notary Public
— day of
of 37th and
32781308 MI CL205-44 33
SCHEDULE A
City Parcels
Address
3710 Central
3718 Central
3722 Central
Redeveloper Parcels
Address
3700 Central
3706 Central
PIN
35- 30 -24 -44 -0119
35- 30 -24 -44 -0118
35- 30 -24 -44 -0117
PIN
35- 30 -24 -44 -0121
35- 30 -24 -44 -0120
Former Use
Beecroft building
(demolished)
Non - conforming
single- family home
(demolished)
Non- conforming
single- family home
(demolished)
Former Use
Chutney restaurant
Chutney parking lot
Property Description
COLUMBIA HEIGHTS
ANNEX TO
MINNEAPOLIS,
ANOKA COUNTY,
MINNESOTA LOT 16
BLK 87 COL HTS
ANNEX
COLUMBIA HEIGHTS
ANNEX TO
MINNEAPOLIS,
ANOKA COUNTY,
MINNESOTA LOT 15
BLK 87 COL HTS
ANNEX
COLUMBIA HEIGHTS
ANNEX TO
MINNEAPOLIS,
ANOKA COUNTY,
MINNESOTA LOT 14
BLK 87 COL HTS
ANNEX
Property Description
THE S 50 FT OF LOT 18
BLK 87 COLUMBIA
HEIGHTS ANNEX,
SUBJ TO EASE OF REC
LOT 17 BLK 87
COLUMBIA HEIGHTS
ANNEX, TOG /W THAT
PRT OF LOT 18 SD BLK
LYG N OF S 50 FT
THEREOF, SUBJ TO
EASE OF REC
32781308 MIN CL205 -44 A -1
SCHEDULE B
State Deed "Tax Due Hereon: $
QUIT CLAIM DEED
THIS INDENTURE, between the Columbia Heights Economic Development Authority,
a public body corporate and politic (the "Grantor "), and 37th and Central LLC, a Minnesota
limited liability company (the "Grantee ").
WITNESSETH, that Grantor, in consideration of the sum of $1.00 and other good and
valuable consideration the receipt whereof is hereby acknowledged, does hereby grant, bargain,
quitclaim and convey to the Grantee, its successors and assigns forever, all the tract or parcel of
land lying and being in the County of Anoka and State of Minnesota described on `Exhibit A"
attached hereto, to -wit (such tract or parcel of land is hereinafter referred to as the "Property "):
To have and to hold the same, together with all the hereditaments and appurtenances
thereunto belonging, subject to: See attached "Exhibit B"
SECTION 1.
It is understood and agreed that this Deed is subject to the covenants, conditions,
restrictions and provisions of an agreement recorded herewith entered into between the Grantor
and Grantee on the day of 2008, identified as "Contract for Private
Redevelopment," as it may be amended (hereafter referred to as the "Agreement "), that the
Grantee shall not convey this Property, or any part thereof, except as permitted by the Agreement
until a certificate of completion releasing the Grantee from certain obligations of said Agreement
as to this Property or such part thereof then to be conveyed, has been placed of record. This
provision, however, shall in no way prevent the Grantee from mortgaging this Property in order
to obtain funds for the purchase of the Property hereby conveyed or for erecting the Minimum
Improvements thereon (as defined in the Agreement) in conformity with the Agreement, any
applicable development program and applicable provisions of the zoning ordinance of the City of
Columbia Heights, Minnesota, or for the refinancing of the same.
32781308 MTN CL20544 B -1
it is specifically agreed that the Grantee shall promptly begin and diligently prosecute to
completion the redevelopment of the Property through the construction of the Minimum
Improvements thereon, as provided in the Agreement.
Promptly after completion of the Minimum Improvements in accordance with the
provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument
so certifying. Such certification by the Grantor shall be (and it shall be so provided in the
certification itself) a conclusive determination of satisfaction and termination of the agreements
and covenants of the Agreement and of this Deed with respect to the obligation of the Grantee,
and its successors and assigns, to construct the Minimum Improvements and the dates for the
beginning and completion thereof. Such certification and such determination shall not constitute
evidence of compliance with or satisfaction of any obligation of the Grantee to any holder of a
mortgage, or any insurer of a mortgage, securing money loaned to finance the purchase of the
Property hereby conveyed or the Minimum Improvements, or any part thereof.
All certifications provided for herein shall be in such form as will enable them to be
recorded with the County Recorder, or Registrar of Titles, Anoka County, Minnesota. If the
Grantor shall refuse or fail to provide any such certification in accordance with the provisions of
the Agreement and this Deed, the Grantor shall, within thirty (30) days after written request by
the Grantee, provide the Grantee with a written statement indicating in adequate detail in what
respects the Grantee has failed to complete the Minimum Improvements in accordance with the
provisions of the Agreement or is otherwise in default, and what measures or acts it will be
necessary, in the opinion of the Grantor, for the Grantee to take or perform in order to obtain
such certification.
SECTION 2,
The Grantee's rights and interest in the Property are subject to the terms and conditions
of Section 9.3 of the Agreement relating to the Grantor's right to re -enter and revert in Grantor
title to the Property under conditions specified therein, including but not limited to termination of
such right upon issuance of a Certificate of Completion as defined in the Agreement.
SECTION 3.
The Grantee agrees for itself and its successors and assigns to or of the Property or any
part thereof, hereinbefore described, that the Grantee and such successors and assigns shall
comply with all provisions of the Agreement that relate to the Property or use thereof for the
periods specified in the Agreement.
It is intended and agreed that the above and foregoing agreements and covenants shall be
covenants running with the land for the term of the Agreement, and that they shall, in any event,
and without regard to technical classification or designation, legal or otherwise, and except only
as otherwise specifically provided in this Deed, be binding, to the fullest extent permitted by law
and equity for the benefit and in favor of, and enforceable by, the Grantor against the Grantee, its
32781308 MTN CL205 -44 B -2
successors and assigns, and every successor in interest to the Property, or any part thereof or any
interest therein, and any party in possession or occupancy of the Property or any part thereof.
In amplification, and not in restriction of, the provisions of the preceding section, it is
intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and
covenants provided herein, both for and in its own right, and also for the purposes of protecting
the interest of the community and the other parties, public or private, in whose favor or for
whose benefit these agreements and covenants have been provided. Such agreements and
covenants shall run in favor of the Grantor without regard to whether the Grantor has at any time
been, remains, or is an owner of any land or interest therein to, or in favor of, which such
agreements and covenants relate. The Grantor shall have the right, in the event of any breach of
any such agreement or covenant to exercise all the rights and remedies, and to maintain any
actions or suits at law or in equity or other proper proceedings to enforce the curing of such
breach of agreement or covenant, to which it or any other beneficiaries of such agreement or
covenant may be entitled; provided that Grantor shall not have any right to re -enter the Property
or revest in the Grantor the estate conveyed by this Deed on grounds of Grantee's failure to
comply with its obligations under this Section 3.
SECTION 4.
This Deed is also given subject to provision of the ordinances, building and zoning laws
of the City of Columbia Heights, and state and federal laws and regulations in so far as they
affect this real estate.
Grantor certifies that it does not know of any wells on the Property.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its
behalf by its President and Executive Director and has caused its corporate seal to be hereunto
affixed this day of , 2008.
COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
327813v68 MIN CL20544
13-3
0 A -1
31H> L — OF MINNESOTA
Ss
COUNTY OF ANOKA
The foregoing was acknowledged before me this _ day of _, 2008, by Don
Murzyn, Jr. and Walter R. Fchst, the President and Executive Director, respectively, of the
Columbia Heights Economic Development Authority, a public body corporate and politic under
the laws of the State of Minnesota, on behalf of the public body corporate and politic.
Notary Public
This instrument was drafted by:
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402
Tax Statements should be sent to:
37th and Central LLC
552 Lomianki Lane
Minneapolis, MN 55421
32781308 MTN C1,205-44 B-4
EXHIBIT A
Legal description
32781309 MTN CL205-44 B-5
I
1. Real estate taxes and special assessments not yet due, if any,
2. Matters as shown on survey by
32781308 m , rN CL205-44 B-6
SCHEDULE C
CERTIFICATE OF COMPLETION
WHEREAS, the Columbia Heights Economic Development Authority, Columbia
Heights, Minnesota, a public body, corporate and politic (the "Grantor "), by a Deed recorded in
the Office of the County Recorder or the Registrar of Titles in and for the County of Anoka and
State of Minnesota, as Deed Document Number(s) and , respectively,
has conveyed to , a Minnesota (the "Grantee "), the
following described land in County of Anoka and State of Minnesota, to -wit:
(the "Property ")
and
WHEREAS, said Deed contained certain covenants and restrictions set forth in Sections
1 and 2 of said Deed; and
WHEREAS, said Grantee has performed said covenants and conditions with respect to
the Property insofar as it is able in a manner deemed sufficient by the Grantor to permit the
execution and recording of this certification;
NOW, THEREFORE, this is to certify that all building construction and other physical
improvements specified to be done and made by the Grantee on the Property have been
completed and the above covenants and conditions in said Deed and the agreements and
covenants in Article IX , Section 9.3 of the Agreement (as described in said Deed) with respect
to the Property have been performed by the Grantee therein, and the County Recorder or the
Registrar of Titles in and for the County of Anoka and State of Minnesota is hereby authorized to
accept for recording and to record, the filing of this instrument, to be a conclusive determination
of the satisfactory termination of the covenants and conditions of Article IX, Section 9.3 of the
Agreement with respect to the Property,
Dated: , 20 . COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
327813vbS MTN CL205 -44 C -1
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
On this day of 20_, before me, a Notary Public within and for said
County, personally appeared , to me personally known, who, being
by me duly sworn, did say that (s)he is the President of the Authority named in the foregoing
instrument; that the seal affixed to said instrument is the seal of said Authority; that said
instrument was signed and sealed in behalf of said Authority by authority of its governing body;
and said acknowledged said instrument to be the free act and deed of said
Authority.
Notary Public
STATE OF MINNESOTA
) ss.
COUNTY OF ANOKA )
On this — day of 20_, before me, a Notary Public within and for said
County, personally appeared , to me personally known, who, being
by me duly sworn, did say that (s)he is the Executive Director of the Authority named in the
foregoing instrument; that the seal affixed to said instrument is the seal of said Authority; that
said instrument was signed and sealed in behalf of said Authority by authorit of its overnin
body; and said
Authority.
y g g
acknowledged said instrument to be the free act and deed of said
Notary Public
327813v6_a WN CI-205 -44 C-2
SCHEDULE D
LOAN AGREEMENT
Execution Copy
THIS AGREEMENT is made as of this day of , 24"2011 by and between 37
And Central LLC, a Minnesota limited liability company (`Borrower ") and the Columbia
Heights Economic Development Authority, a municipal corporation under the laws of the state
of Minnesota ( "Lender ").
RECITALS
A. 37 And Central LLC, a limited liability company under the laws of the state of
Minnesota ( "Developer ") has requested that the Columbia Heights Economic Development
Authority ( "Authority ") enter into certain agreements, including but not limited to a- Amended
and Restated Contract for Private Redevelopment with Developer dated as of ,
2 -2 (the "Contract "), and that the Authority ( "Lender ") enter into certain agreements with
37 And Central LLC, a Minnesota limited liability company (`Borrower "), all with regard to the
construction of a building containing at least A097 500 square feet of commercial
redevelopment and related improvements (the "Minimum Improvements" and the "Project ") to
be located on certain property in the City legally described on Exhibit A attached hereto (the
"Property ").
B. In order to provide additional financing for the Project and thereby improve and
retain commercial development in the City, Lender agrees to loan to Borrower the sum of Forty
three thousand six hundred and no /100ths Dollars ($43,600) from Lender funds for Borrower's
purchase of 3710 Central Avenue, a portion of the Project.
ACCORDINGLY, to induce Lender to make the Loan to Borrower, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. The Loan Amount Subject to and upon the terms and conditions of this
Agreement, Lender agrees to loan to Borrower the sum of Forty three thousand six hundred and
no /100ths Dollars ($43,600), at zero 1? er.._cent 0 %i nterest. or so much thereof as is disbursed to
Borrower in accordance with this Agreement (the "Loan "). with an effective date as of June 24,
2008. The Loan shall be evidenced by a promissory note ( "Note ") payable by Borrower to
Lender substantially in the form of Exhibit B attached to this Agreement, which shall be dated as
of the date of this Agreement. Proceeds of the Loan shall be disbursed in accordance with
Section 3 hereof.
2. Repayment of Loan The entire unpaid balance of the Loan shall be due and
payable in full on the earlier of the following: (i) thirty (30) days after written notification by
Lender to Borrower of the occurrence of an Event of Default as defined in Section 5 hereof and
demand of payment according to Section 6; or (ii) on t1 #�rrt tlzy cai tae hrrr� {lcl t��tit1
32781308 MTN CL205 -44 D -I
1,� -_e r trtt� tt ttrttt t ttt tt ft} z3E1g 1 i}t ( }r before. June 1�LU12 or (in) on or before thirty (30)
days after the sale or refinancing of any portion of the Property or the Minimum Improvements
constructed thereon.
3. Disbursement of Loan Proceeds
(a) On such date as requested by Borrower (the "Closing Date "), Loan
proceeds shall be paid to Borrower or a trustee or escrow agent designated by Borrower.
Borrower warrants that it shall use Loan proceeds only for purposes and activities related
to the Project and permitted by the Loan.
(b) The following events shall be conditions precedent to the payment of the
Loan proceeds to Borrower on the Closing Date:
(i) Borrower having executed and delivered to Lender prior to the
Closing Date, without expense to Lender, executed copies of this Agreement and
the Note;
(ii) Borrower having provided evidence satisfactory to Lender that
Borrower has established a separate accounting system for the Project, for the
purpose of recording the receipt and expenditure of the Loan proceeds;
(iii) Borrower having paid all attorney fees, costs, and expenses
incurred by Lender in connection with this Agreement and the Note;
(iv) Borrower having delivered to Lender prior to the Closing Date, the
Contract, fully approved and executed by all parties thereto, and not being in
default there under; and
(v) Borrower having provided Lender with evidence satisfactory to
Lender that Borrower has adequate funds to complete the Project.
that:
4. Representations and Warranties Borrower represents and warrants to Lender
(a) Borrower is a limited liability company duly organized and existing in
good standing under the laws of the State of Minnesota.
(b) Borrower is duly authorized and empowered to execute, deliver, and
perform this Agreement and the Note, and to borrow money from Lender.
(c) The execution and delivery of this Agreement, and the performance by
Borrower of its obligations hereunder, do not and will not violate or conflict with any
provision of law or the partnership agreement of Borrower and do not and will not violate
or conflict with, or cause any default or event of default to occur under, any agreement
binding upon Borrower.
327813v6S MTN CL205 -44 D -2
(d) The execution and delivery of this Agreement has been duly approved by
all necessary action of Borrower, and this Agreement has in fact been duly executed and
delivered by Borrower and constitutes its lawful and binding obligation, legally
enforceable against it.
(e) Borrower warrants that it shall keep and maintain books, records, and
other documents relating directly to the receipt and disbursements of Loan proceeds and
that any duly authorized representative of Lender shall, at all reasonable times, have
access to and the right to inspect, copy, audit, and examine all such books, records, and
other documents of Borrower respecting the Loan until the completion of all closeout
procedures and the final settlement and conclusion of all issues arising out of this Loan.
(f) Borrower warrants that it has fully complied with all applicable state and
federal laws pertaining to its business and will continue said compliance throughout the
terms of this Agreement. If at any time Borrower receives notice of noncompliance from
any governmental entity, Borrower agrees to take any necessary action to comply with
the State or Federal law in question.
(g) Borrower warrants that it will use the proceeds of the Loan made by
Lender solely for the purposes described in Section 3 hereof.
(h) Borrower warrants that it will comply with all federal, state, and local
laws, rules, and regulations applicable to construction and operation of the Project,
including but not limited to those pertaining to occupational health and safety,
stormwater discharge, and nondiscrimination.
(i) Borrower warrants that it will provide Lender with all documentation and
materials necessary for Lender to comply with Lender's accounting, audit and report
requirements under Section III of the Grant.
5. Event of Default by Borrower The following shall be Events of Default under
this Agreement:
(a) any breach or failure of Borrower to perform any term or condition of this
Agreement or the Note or the Contract with respect to the Project under the Contract (as
defined in Recital A hereof) and such failure continues for thirty (30) days after Lender
has given written notice to Borrower specifying such default or breach unless Lender
agrees in writing to an extension of such time prior to its expiration; provided, however,
if the failure stated in the notice cannot be corrected within the applicable period, Lender
will not unreasonably withhold its consent to an extension of such time if corrective
action is instituted by Borrower within the applicable period and is being diligently
pursued until the Default is corrected, but no such extension shall be given for a Default
that can be cured by the payment of money;
32781308_ MTN CL205-44 D -3
.... - -- --,_ j -- rte_ i
kLI) oil of wanauiy uiadc by Borrower herein or in any
document, instrument, or certificate given in connection with this Agreement is false
when made; or
(c) Borrower is dissolved, liquidated, or wound up, or fails to maintain its
existence as a going concern in good standing (excepting reorganizations, consolidations,
and mergers into or with affiliates owned by, owning, or under common control of or
with such entity or into the parent of such entity, provided the succeeding organization
assumes and accepts such entity's obligations hereunder).
6. Lender's Remedies upon Borrower's Default Upon an Event of Default by
Borrower and after receipt of written notice from Lender, Lender shall have the right to exercise
any or all of the following remedies (and any other rights and remedies available to it):
(a) declare the Loan to be immediately due and payable upon providing
written notice to Borrower;
(b) suspend its performance under this Loan Agreement; and
(c) take any action provided for at law to enforce compliance by Borrower
with the terms of this Loan Agreement or the Note.
7. Lender's Costs of Enforcement of Agreement Tf an Event of Default has
occurred as provided herein, then upon demand by Lender, Borrower will pay or reimburse
Lender for all expenses, including all fees and disbursements of legal counsel, incurred by
Lender in connection with the enforcement of this Agreement, or in connection with the
protection or enforcement of the interests of Lender in any litigation or bankruptcy or insolvency
proceeding or in any action or proceeding relating in any way to the transactions contemplated
by this Agreement.
8. Miscellaneous
(a) Waiver The performance or observance of any promise or condition set
forth in this Agreement may be waived only in writing. No delay in the exercise of any
power, right or remedy operates as a waiver thereof, nor shall any single or partial
exercise of any other power, right or remedy.
(b) Assignment This Agreement shall be binding upon Borrower and its
successors and assigns and shall inure to the benefit of Lender and its successors and
assigns. All rights and powers specifically conferred upon Lender may be transferred or
delegated by Lender to any of its successors and assigns. Borrower's rights and
obligations under this Agreement may be assigned only when such assignment is
approved in writing by Lender.
(c) Law Governing; Other Matters This Agreement shall be governed and
construed in accordance with the laws of the State of Minnesota. Any disputes,
3278130,8 MIN CL205 -44 D-4
wi>uvversies, or claims arising out oI this Agreement shall be heard in the state or federal
courts of Minnesota, and all parties to this Agreement waive any objection to the
jurisdiction of these courts, whether based on convenience or otherwise. If any provision
or application of this Agreement is held unlawful or unenforceable in any respect, such
illegality or unenforceability shall not affect other provisions or applications which can
be given effect, and this Agreement shall be construed as if the unlawful or unenforceable
provision or application had never been contained herein or prescribed hereby. All
representations and warranties contained in this Agreement or in any other agreement
between Borrower and Lender shall survive the execution, delivery and performance of
this Agreement and the creation and payment of any indebtedness to Lender. Borrower
waives notice of the acceptance of this Agreement by Lender. None of the provisions of
this Agreement are intended to or shall be merged by reason of any deed transferring any
interest in the Property and any such deed shall not be deemed to affect or impair the
provisions and covenants of this Agreement.
(d) Titles Any titles of the several parts, Articles, and Sections of this
Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
(e) Counterparts This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument
(f) Notice All notices required hereunder shall be given by depositing in the
U.S. mail, postage prepaid, certified mail, return receipt requested, to the following
addresses (or such other addresses as either party may notify the other):
To Lender: The Authority
90 — 40 Avenue NE,
Columbia Heights, MN 55421
Attn: Executive Director
To Borrower: 37 "' And Central LLC
522 Lomianki Lane
Minneapolis, MN, 55421
9. Indemnification Borrower shall and does hereby agree to indemnify against and
to hold Lender, and its officers, agents, and employees, harmless of and from any and all
liability, loss, or damage which Lender may or might incur by reason of or arising from any and
all claims and demands whatsoever which may be asserted against it by reason of any alleged
obligations or undertakings on Lender's part to perform or discharge any of the terms, covenants
or agreements contained herein or pursuant to the Grant (except those obligations under the
Grant that are within the sole control of Lender). Should Lender, or its officers, agents, or
employees incur any such liability or be required to defend against any such claims or demands,
or should a judgment be entered against Lender, the amount thereof, including costs, expenses,
and attorneys fees, shall bear interest thereon at the rate then in effect on the Note, shall be added
to the Loan, and Borrower shall reimburse Lender for the same immediately upon demand, and
3278130a MTN C1.205-44 D -5
upon the laiiuiC or Borrower so to uo, Lender may declare the Loan immediately clue and
payable. Nothing in this Agreement shall be deemed to waive or limit any immunity from or
limitation on liability to which Lender is entitled, under Minnesota Statutes, Chapter 466 or
otherwise.
10. Assurnability Any person taking fee title to the Property may assume Borrower's
rights and obligations hereunder by delivering to Lender, in a form reasonably satisfactory to
Lender, documentation agreeing to so assume Borrower's rights and obligations under this
Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
proper officers thereunto duly authorized on the day and year first written above.
STATE OF MINNESOTA )
ss.
COUNTY OF ANOKA )
COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
The foregoing instrument was acknowledged before me this day of ,
200 2011. 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.
327813v6l$ MTN CI-20544 D -6
37TH AND CENTRAL LLC
By Christopher Little
Its
STATE OF MINNESOTA
ss.
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of
2 0092011 by Christopher Little, the of 37th and
Central LLC, a Minnesota limited liability company, on behalf of the company.
Notary Public
32781300, MTN CL20544 D-7
Eliiil>rsi T A TO LOAN ACiRFUI'ViFN I'
LEGAL DESCRIPTION
City Parcels
Address PIN
Former Use
Property Description
3710 Central 35- 30 -24 -44 -0119
Beecroft building
COLUMBIA HEIGHTS
(demolished)
ANNEX TO
MINNEAPOLIS,
ANOKA COUNTY,
MINNESOTA LOT 16
BLK 87 COL HTS
ANNEX
3718 Central 35- 30 -24 -44 -0118
Non - conforming
COLUMBIA HEIGHTS
single - family home
ANNEX TO
(demolished)
MINNEAPOLIS,
ANOKA COUNTY,
MINNESOTA LOT 15
BLK 87 COL HTS
ANNEX
3722 Central 35- 30 -24 -44 -0117
Non - conforming
COLUMBIA HEIGHTS
single - family home
ANNEX TO
(demolished)
MINNEAPOLIS,
ANOKA COUNTY,
MINNESOTA LOT 1.4
BLK 87 COL HTS
ANNEX
Redeveloper Parcels
Address PIN Former Use Property Description
3700 Central 35- 30 -24 -44 -0121 Chutney restaurant THE S 50 FT OF LOT 18
BLK 87 COLUMBIA
HEIGHTS ANNEX,
SUBJ TO EASE OF REC
3706 Central 35- 30 -24 -44 -0120 Chutney parking lot LOT 17 BLK 87
COLUMBIA HEIGHTS
ANNEX, TOG /W THAT
PRT OF LOT 18 SD BLK
LYG N OF S 50 FT
THEREOF, SUBJ TO
EASE OF REC
327813v€8 MTN CL205 -44 D -8
EXHIBIT B TO LOAN AGREEMENT
1' t i
- $43,600- _ - -__- Jlme 24. 2008
37 t1i And Central LLC, a Minnesota limited liability company (the "Maker "), for value
received, hereby promises to pay to Columbia Heights EDA (the "City ") or its assigns (the City
and any assigns are hereinafter referred to as the "Holder "), at its designated principal office or
such other place as the Holder may designate in writing, the principal sum of Forty three
thousand six hundred and no1100ths Dollars ($43,600) or so much thereof as may be advanced
under this Note, without interest thereon (0 %l , in any coin or currency which at the time or times
of payment is legal tender for the payment of private debts in the United States of America. The
principal of this Note is payable as follows:
The Loan shall not bear interest.
2. The entire unpaid balance of the Loan shall be due and payable in full on the
earlier of the following: (i) thirty (30) days after written notification by Lender to Borrower of
the occurrence of an Event of Default as defined in Section 5 hereof and demand of payment
according to Section 6; or (ii) on the '4, ant-h
' Il„ t'rii, _ r or before J un e 1. 2012 or (iii) on or before thirty (30) days after the
sale or refinancing of any portion of the Property or the Minimum Improvements constructed
thereon.
3. The Maker shall have the right to prepay the principal of this Note at any time, in
whole or in part, without prepayment penalty.
4. This Note is given pursuant to the Loan Agreement. In the event the Loan
Agreement is found to be invalid for whatever reason, such invalidity shall constitute an event of
default hereunder.
All of the agreements, conditions, covenants, provisions, and stipulations contained in the
Loan Agreement are hereby made a part of this Note to the same extent and with the same force
and effect as if they were fully set forth herein. It is agreed that time is of the essence of this
Note. If a default occurs under the Loan Agreement, or any instrument securing this Note, then
the Holder of this Note may at its right and option, without notice, declare immediately due and
payable the principal balance of this Note, together with any costs of collection including
attorney fees incurred by the Holder of this Note in collecting or enforcing payment hereof,
whether suit be brought or not, and all other sums due hereunder, or under any instrument
securing this Note. The Maker agrees that the Holder of this Note may, without notice to the
Maker of this Note and without affecting the liability of the Maker of this Note, accept additional
or substitute security for this Note, or release any security or any party liable for this Note or
extend or renew this Note.
327813x68 MTN CL205 -44 D -9
J. The remedies of the Holder of this Note as provided herein, and in the Loan
Agreement, shall be cumulative and concurrent and may be pursued singly, successively, or
together, and, at the sole discretion of the Holder of this Note, may be exercised as often as
occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no
event be construed as a waiver or release thereof.
The Holder of this Note shall not be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in writing and signed
by the Holder of this Note and then only to the extent specifically set forth in the writing. A
waiver with reference to one event shall not be construed as continuing or as a bar to or waiver
of any right or remedy as to a subsequent event. This Note may not be amended, modified, or
changed except only by an instrument in writing signed by the party against whom enforcement
of any such amendment, modifications, or change is sought.
6. If any term of this Note, or the application thereof to any person or circumstances
shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of
such term to persons or circumstances other than those to which it is invalid or unenforceable
shall not be affected thereby, and each term of this Note shall be valid and enforceable to the
fullest extent permitted by law.
7. It is intended that this Note is made with reference to and shall be construed as a
Minnesota contract and governed by the laws thereof without regard to the state's conflict of laws
provisions.
8. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things
required to exist, happen, and be performed precedent to or in the issuance of this Note do exist,
have happened, and have been performed in regular and due form as required by law.
9. Neither the Borrower, nor any general or limited partner, employee, or agent of
the Borrower shall have any personal liability of the Borrower's obligations hereunder, it being
recognized by the Lender that the obligations of the Borrower hereunder are nonrecourse
obligations and that the remedies of the Holder are limited to the security provided as set forth
herein.
IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the
_day of , 228720
37TH AND CENTRAL LLC
By Christopher Little
Its
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COLUMBIA 1IE1GfITS ECONOMIC DEVELOP�V�E�N T AU 1'IiORII Y (EDA)
BAk KGRO
In 1999 the EDA purchased property at 828 40"' Ave NE with an old TV repair building on the lot. In
2001 the building was torn down leaving a vacant green space. The EDA used CDBG money to purchase
the building and for demolition costs. The purchase price was $72,246.50 and demolition $7,117.20 for a
total of $79,363.70 of CDBG funds used.
Recently Larry and Millie Kewatt have presented a purchase agreement to buy the vacant lot at 828 40"'
Avenue in the amount of $10,000 to turn it into a parking lot. The purchase is contingent upon Anoka
County approving an entrance off 40"' Avenue and soil compaction tests. Millie plans to relocate her
accounting business from Northeast Minneapolis to the vacant building abutting this lot and desires to
use the EDA lot as parking for her business. After a meeting on April 28 with the Millie, she offered to
allow the library to use the lot after 3pm and the city to use the lot during Jamboree.
According to the Anoka County Assessors Department this parcel has a 2011 value of $37,000. The lot
is about 6,750 square feet.
The FDA's policy discussion should center on the following:
I.Is the purchaser's offer acceptable?
2.I17 the offer is not acceptable, is there an alternative price that would be?
3.Are there other considerations that could be made by the purchaser to affect the original price?
4. Overall, what is the benefit to the city of having a vacant green space turned into a private parking
lot?
RECOMMENDATION:
Staff seeks direction whether or not to proceed with a purchase agreement for the sale 828 40 Avenue.
Attachments: proposed purchase agreement
EDA ACTION:
vl.. 1V1u L, G.V 1 1
AGENDA SECTION: Business Items
ORIGINATING
EXECUTIVE
NO:5
DEPARTMENT: EDA
DIRECTOR
APPROVAL
ITEM: Proposal to purchase 828 40th
BY: Sheila Cartney
BY: ,° �
DATE: April 27, 2011
1- `
BAk KGRO
In 1999 the EDA purchased property at 828 40"' Ave NE with an old TV repair building on the lot. In
2001 the building was torn down leaving a vacant green space. The EDA used CDBG money to purchase
the building and for demolition costs. The purchase price was $72,246.50 and demolition $7,117.20 for a
total of $79,363.70 of CDBG funds used.
Recently Larry and Millie Kewatt have presented a purchase agreement to buy the vacant lot at 828 40"'
Avenue in the amount of $10,000 to turn it into a parking lot. The purchase is contingent upon Anoka
County approving an entrance off 40"' Avenue and soil compaction tests. Millie plans to relocate her
accounting business from Northeast Minneapolis to the vacant building abutting this lot and desires to
use the EDA lot as parking for her business. After a meeting on April 28 with the Millie, she offered to
allow the library to use the lot after 3pm and the city to use the lot during Jamboree.
According to the Anoka County Assessors Department this parcel has a 2011 value of $37,000. The lot
is about 6,750 square feet.
The FDA's policy discussion should center on the following:
I.Is the purchaser's offer acceptable?
2.I17 the offer is not acceptable, is there an alternative price that would be?
3.Are there other considerations that could be made by the purchaser to affect the original price?
4. Overall, what is the benefit to the city of having a vacant green space turned into a private parking
lot?
RECOMMENDATION:
Staff seeks direction whether or not to proceed with a purchase agreement for the sale 828 40 Avenue.
Attachments: proposed purchase agreement
EDA ACTION:
VACANT LAND PURCHASE AGREEMENT
This form approved by the Minnesota Association of REALTORS@,
rNrr_carrA REALTY LaxLs
which disclaims any liability arising out of use or misuse of this form.
© 2009 Minnesota Association of REALTORS@, Fdina, MN
1. Date April 19 2011
2. Page 1 of 8 pages.
3. RECEIVED OF Larry & Millie Kewatt , and /or assigns
4.
5. the sum of One Hundred Dollars ($ 100. 00
6. by[R]CHECK CHECK ❑CASH ❑ NOTE as earnest money to be deposited upon Final Acceptance of Purchase
--------------- ------ one.) ---------- --------- -
7. Agreement by all parties, on or before the third Business Day after Final Acceptance, in the trust account of
8. listing broker, unless otherwise agreed to in writing, but to be returned to Buyer if Purchase Agreement is not
9. accepted by Seller.
10. Said earnest money is part payment for the purchase of the property located at
11. Street Address: 828 40th Ave NE
12. City of Columbia Hgts County of Anoka State of Minnesota, legally
13. described as COLUMBIA HEIGHTS ANNEX TO MINNEAPOLIS ANOKA COUNTY MINNESOTA LOTS 47 & 48 BLK
14. 63 COL HTS ANNEX
15.
16.
17.
18. Purchase Agreement, if any, and
including all fixtures, if any,
None
INCLUDING U EXCLUDING all emblements within the property at the time of this
- - -- (Check one.) ----------- - ------
❑x INCLUDING ❑ EXCLUDING the following personal property, if any,
-------- -- - - -- (Check one.) - ------- -- ---- - - - --
19.
20.
21,
22.
23. all of which property Seller has this day agreed to sell to Buyer for the sum of ($ 10 , 000.00 )
24. Ten Thousand Dollars,
25. which Buyer agrees to pay in the following manner:
26. 1. Cash of at least 10.000 percent ( %) of the sale price, which includes the earnest money, PLUS
27. 2. Financing, the total amount secured against this property to fund this purchase, not to exceed 90.000
28. percent ( %) of the sale price.
29. Such financing shall be x❑ a first mortgage ❑ contract for deed or ❑ a first mortgage with subordinate
------------------------------------- ---- -------- -- ------ -- --------- °(Check one.) ----------------------------------------------------------------------
0. financing, as described in the attached Addendum:
31. ❑ Conventional ❑ FHA ❑ DVA ❑ Assumption ❑ Contract for Deed x❑ Other: SBA
-------------------------------------------------------------------------
---- all that apply.) ---------------------------------------------------------------------------------------
32. The date of closing shall be July 1 , 2011
33. This Purchase Agreement ❑ IS ❑X IS NOT subject to a Contingency Addendum for sale of Buyer's property. (If
---- -- --(Check one.) -- - - - - --
34. answer is IS, see attached Addendum.) (If answer is IS NOT, the closing of Buyer's property, if any, may still affect
35. Buyer's ability to obtain financing, if financing is applicable.)
36. This Purchase Agreement ® IS IS NOT subject to cancellation of a previously written purchase agreement dated
------ --(Check one.) -- - - - - --
37. (If answer is IS, said cancellation shall be obtained
38. no later than
39. If said cancellation is not obtained by said date, this Purchase Agreement is canceled. Buyer and Seller shall
40. immediately sign a Cancellation of Purchase Agreement confirming said cancellation and directing all earnest money
41. paid hereunder to be refunded to Buyer.)
MN:VLPA -1 (8/09)
Keller Williams Integrity (Mpls Lakes) 1300 Lagoon Ave #250 Minneapolis, MN 55408
Phone: 612-821-7400 Fax: 612 -821 -7401 Scott Miller Larry R Millie
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/mrrna/rr ncao,cAxas
VACANT LAND PURCHASE AGREEMENT
42. Page
43. Address 828 40th Ave NE
44. SPECIAL CONTINGENCIES: This Purchase Agreement is subject to the following oonUnAancieo, and if the
45. contingencies checked below are not satisfied or waived, in writ by Buyer by June 3O .2011.
46. this Purchase Agreement is canceled as of said date. Buyer and Seller uhuU immediately sign a Cancellation of
47. Purchase Ago*onnont confirming said cancellation and directing all earnest money paid hereunder to be refunded to
48. Buyer.
40. (Select appropriate options a-i)
�� �l �� -« Fl �� SELLER
50� �� (a) ���UY�R == S�LL�� ahu|| provide a oo�ihoa1e of survey of the property, at �� BUYER ==
------- �^°��°./------' -------------- (Check on"+________
51. expense.
52. (b) Buyer obtaining approval of city/township of proposed building plans and specifications at
53. 0 BUYER n SELLER expense.
------------- (Check """.) ---'---
54. | | (c) Buyer obtaining approval of city/township of proposed subdivision development plans at
55. �1 BUYER Fl SELLER expense.
----'-- (Check ^"e./--------------
[�
5& �� (d) Buyer obtaining approval of city/township for rezoning or use permits at BUYER EJ SELLER expense.
57. (a) Buyarobtoining.atRBUYERFlSELLERoxpenno.panoo|aUonhmstovvhiohan*aoceptab|etu8uyer.
--__-_-«�°�""°/___-__-
58. �l (f) Buyer obtaining, at E] BUYER [l SELLER expunoe, soil tests which indicate that the property may be
-------«n"*�°/----'-'--
59. improved vvithoutaxtraondinarybuilding methods orcost.
60. F (g) Buyer obtaining approval of building plans and/or specifications in accordance with any recorded subdivision
61. covenants and approval of the architectural control committee.
82. F� (h) Buyer obtaining, at R BUYER R SELLER expense, copies of all covenants, reservations and restrictions
------------- (C^ec^°ne) --------------
H3. affeoiing the property.
(94 X \ 7i)
~
67. SPECIAL DISCLOSURES: Seller dieo|ooau, to the best of Seller's know|edga, that the property described in this
88. Purchase Agreement consists of approximately 6 7 5 { [ FEET and is currently zoned
69. ('ho"
78. Seller discloses, to the best uf Seller's knowledge, that the property M|S [R] IS NOT in a designated flood plain
------/^^°w""°/-----'
71� area.
72. Seller dioo|oaoo, to the best of Seller's knmw|edge, that the property [] DOES E] DOES NOT currently receive
73. preferential tax treatment (e.g. Green Acres)
74. Seller certifies that any and all leases applicable to the property in affoot as of the duba of this Purchase Agreement
75. are terminable on or before the date of closing as specified in this Purchase Agreement.
76. ENVIRONMENTAL CONCERNS: To the beat of the Seller's knowledge there are no hazardous substances or
77, underground storage tanks, except where herein noted.
78.
79.
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I
VACANT LAND PURCHASE AGREEMENT
80. Page 3
1NrLCtZIF) REALTY LAKES 81. Address 828 40th Ave NE
82. PLEASE NOTE: Buyer may incur additional charges improving the property, including, but not limited to, hookup and/
83. or access charges; municipal charges; costs for sewer access, stubbing access, water access, park dedication, road
84. access, curb cuts, utility connection and connecting fees; and tree planting charges.
85. SELLER CERTIFIES, TO THE BEST OF SELLER'S KNOWLEDGE, WHETHER ANY OF THE FOLLOWING
86. PRESENTLY EXIST WITHIN THE PROPERTY:
87. Connection to public water? ❑ Yes ❑ No
88. Connection to public sewer? ❑ Yes ❑ No
89. Connection to private water system off property? ❑ Yes ❑ No
90. Connection to electric utility? ❑ Yes ❑ No
91. (Check appropriate boxes.)
92. SUBSURFACE SEWAGE TREATMENT SYSTEM
93. SELLER CERTIFIES THAT SELLER ❑ DOES ❑ DOES NOT KNOW OF A SUBSURFACE SEWAGE TREATMENT
--------------- one.) ---------- ------
94. SYSTEM ON OR SERVING THE PROPERTY. (If answer is DOES, and the system does not require a state permit,
95. see Subsurface Sewage Treatment System Disclosure Statement.)
96. PRIVATE WELL
97. SELLER CERTIFIES THAT SELLER ❑ DOES ❑ DOES NOT KNOW OF A WELL ON OR SERVING THE
-- -- ----------- - ( Check one.) ----------------
98. PROPERTY. (If answer is DOES and well is located on the property, see Well Disclosure Statement.)
99. THIS PURCHASE AGREEMENT ❑ IS ❑ IS NOTSUBJECTTOA SUBSURFACE SEWAGE TREATMENT SYSTEM
-- - - - - -- ( Check one.) ------- -
100. AND WELL INSPECTION CONTINGENCY ADDENDUM. (If answer is IS, see attached Addendum.)
101. IF A WELL OR SUBSURFACE SEWAGE TREATMENT SYSTEM EXISTS ON THE PROPERTY, BUYER HAS
102. RECEIVED A WELL DISCLOSURE STATEMENT AND /OR A SUBSURFACE SEWAGE TREATMENT SYSTEM
103. DISCLOSURE STATEMENT.
104. BUYER ❑ HAS 0 HAS NOT RECEIVED A VACANT LAND DISCLOSURE STATEMENT OR A SELLER'S
--------------- - ( Check one.) --------- - -----
105. DISCLOSUREALTERNATIVES FORM.
106. Buyer acknowledges that no oral representations have been made regarding the property. Buyer relies solely on
107. Seller's written disclosure forms or a written report prepared by an independent third -party inspector that has been
108. provided to Buyer.
109. BUYER HAS RECEIVED INSPECTION REPORTS, IF REQUIRED BY MUNICIPALITY.
110. BUYER. HAS THE RIGHT TO A WALK- THROUGH REVIEW OF THE PROPERTY PRIOR TO CLOSING TO
111. ESTABLISH THAT THE PROPERTY IS IN SUBSTANTIALLY THE SAME CONDITION AS OF THE DATE OF
112. THIS PURCHASE AGREEMENT. SELLER AGREES TO NOTIFY BUYER IMMEDIATELY IN WRITING OF ANY
113. SUBSTANTIVE CHANGES FROM ANY PRIOR REPRESENTATIONS REGARDING THE PROPERTY.
114. DEED /MARKETABLE TITLE: Upon performance by Buyer, Seller shall deliver a
115. ® Warranty Deed or ❑ Other: Deed joined in by spouse, if any, conveying marketable title, subject to
-------------- --------------- ---------- one.) ---------------------------------------
116. (a) building and zoning laws, ordinances, state and federal regulations;
117. (b) restrictions relating to use or improvement of the property without effective forfeiture provisions;
118. (c) reservation of any mineral rights by the State of Minnesota;
119. (d) utility and drainage easements which do not interfere with existing improvements;
120. (e) rights of tenants as follows (unless specified, not subject to tenancies): The lease for gardening for
121. the growing season until Labor Day September 5, 2011 will be honored ;and
122. (f) others (must be specified in writing):
123.
MN:VLPA -3 (8/09)
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zi LLoogix com Larry & Millie
/w`ccun,xc^o,LAKES
VACANT LAND PURCHASE AGREEMENT
124. Page
125. Address 828 40th Ave NE
126. Seller shall pay on the date of closing all real estate taxes due and payable in all prior years including all penalties and
127. interest.
128. R on date of closing any deferred mu| estate taxes
129. (e.g. Groan Acres) or special aeoeoomantn, payment ofwhich is required as a result ofthe closing of this sale.
130. F] BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING G SELLER SHALL PAY ON
131. DATE OF CLOSING all installments of special assessments certified for puymant, with the real estate taxes due and
132. payable in the year orclosing,
133.[l BUYER SHALL ASSUME E] SELLER SHALL PAY on date of Closing all other special assessments levied ao
134. nf the date of this Purchase Agreement.
135. F BUYER SHALL ASSUK0E MGELLERSHALL PROVIDE FOR PAYMENT OF special assessments pending as
__ (Check ___
136. of the date of this Purchase Agreement for improvements that have been ordered by any assessing authorities.
137. (Seller's provision for payment ahu|| be by payment into oaonow of two (2) times the estimated amount of the
138. assessments or less, us required by Buyer's |onder.)
139. Buyer shall pay any unpaid special assessments payable in the year following closing and thereafter, the payment of
140. which is not otherwise herein provided.
141. As of the date of this Purchase Agreement, Seller represents that Seller F� HAS r HAS NOT received unotice
____-�°��__'__
142. regarding any new improvement project from any assessing authorities, the 000ta ofvvhich project may be assessed
143. against the property. Any such notice received by Seller after the date of this Purchase Agreement and before
144. closing shall be prov to Buyer immediately. If such notice is issued after the date of this Purchase Agreement and
145. on or before the date of closing, than the parties may agree in vvhting, on or before the date of closing, to pay, provide
146. for the payment oforassume the special aoaouumanto. In the absence of such agreement, either party may declare
147. this Purchase Agreement canceled by written notice to the other party, or licensee representing or assisting the other
148. party, in which case this Purchase Agreement is canceled. If either party dau|anyo this Purchase Agreement canceled,
140. Buyer and Seller shall immediately sign u Cancellation of Purchase Agreement confirming said cancellation and
150. directing all earnest money paid hereunder bzba refunded toBuyer.
151. Buyer shall pay r PRORATED FROM DAY OF CLOSING [:] 12thsOFM ALL RXNO real estate
152, taxes due and payable in the year 20_11.
153. Seller shall pay.R PRORATED TO DAY OFCLQS|0GEl 12theC>F[ ALL F NO real estate taxes
154. due and payable in the year 2U11 If the closing date is changed, the real estate taxes paid shall, if prorated,
156. bm adjusted tothe new closing date.
156. Buyer ahe|| pay real estate taxes due and payable in the year following closing and thmreu8ar, the payment of which
157. is not otherwise herein provided. No representations are made concerning the amount of subsequent real estate
168. taxes.
159. POSSESSION: Se shall deliver possession of the property no later than day of closing - after closing.
160. All interest; unit owners' association dues; rents; and charges for city water, city sewer, e|ooth natural
161. be prorated between the parties as of date of closing. Buyer shall pay Seller for remaining gallons of fuel oil or liquid
162. petroleum gas on the day of u|ooing, at the rate of the |aoi DU by Seller. Seller agrees to remove ALL DEBRIS AND
183. ALL PERSONAL PROPERTY NOT INCLUDED HEREIN from the property by possession date.
Produced with ZpForm(iD b zipLo 18070 Fifteen Mile Road, Fraser, Michigan 48026 wwrw Larry uMillie
VACANT LAND PURCHASE AGREEMENT
KELLER WILLIAMS,, 164. Page 5
INTEGRITY READ Y LAKES
1 vv. iiii_t: ANN tAA1A1NA1iON: v "v r ithin a reasonable time period after rinai Acceptance of this Purchase Agreelt1811t,
166. Seller shall provide one of the following title evidence options, at Seller's selection, which shall include proper searches
167. covering bankruptcies, state and federal judgments and liens, and levied and pending special assessments to Buyer
168. or Buyer's designated title service provider:
169. (1) A commitment for an owner's policy of title insurance on a current ALTA form issued by an insurer licensed to write
170. title insurance in Minnesota as selected by Buyer. Seller shall be responsible for the title search and exam costs
171. related to the commitment. Buyer shall be responsible for all additional costs related to the issuance of the title
172. insurance policy(ies), including but not limited to the premium(s), Buyer's name search and plat drawing, if any.
173. Seller shall surrender a copy of any owner's title insurance policy and Abstract of Title, if in Seller's possession or
174. control, for this property to Buyer or Buyer's designated title service provider.
175. (2) An Abstract of Title certified to date if Abstract Property or a Registered Property Abstract (RPA) certified to date
176. if Registered (Torrens) property. Seller shall pay for the abstracting or RPA costs and surrender any abstract for
177. this property in Seller's possession or control to Buyer or Buyer's designated title service provider. If property is
178. Abstract and Seller does not have an Abstract of Title, Option (1) will automatically apply.
179. Seller shall use Seller's best efforts to provide marketable title by the date of closing. In the event that Seller has not
180. provided marketable title by the date of closing, Seller shall have an additional 30 days to make title marketable or, in
181. the alternative, Buyer may waive title defects by written notice to Seller. In addition to the 30 -day extension, Buyer
182. and Seller may by mutual agreement further extend the closing date. Lacking such extension, either party may declare
183. this Purchase Agreement canceled by written notice to the other party, or licensee representing or assisting the other
184. party, in which case this Purchase Agreement is canceled. If either party declares this Purchase Agreement canceled,
185. Buyer and Seller shall immediately sign a Cancellation of Purchase Agreement confirming said cancellation and
186. directing all earnest money paid hereunder to be refunded to Buyer.
187. SUBDIVISION OF LAND: If this sale constitutes or requires a subdivision of land owned by Seller, Seller shall pay all
188. subdivision expenses and obtain all necessary governmental approvals. This provision deals with the necessity of
189. subdividing land to complete the sale of the property described herein in contrast to the subdivision provision of lines
190. 54 -55 which deals with the future development plans of Buyer. Seller warrants the legal description of the real property
191. to be conveyed has been or shall be approved for recording as of the date of closing. Seller warrants that there is a
192, right of access to the property from a public right of way. These warranties shall survive the delivery of the deed or
193. contract for deed.
194. Seller warrants that prior to the closing, payment in full will have been made for all labor, materials, machinery, fixtures
195. or tools furnished within the 120 days immediately preceding the closing. Seller warrants that Seller has not received
196. any notice from any governmental authority as to condemnation proceedings or violation of any law, ordinance or
197. regulation. If the property is subject to restrictive covenants, Seller warrants that Seller has not received any notice
198. from any person or authority as to a breach of the covenants. Any such notices received by Seller shall be provided to
199. Buyer immediately.
200. Seller agrees to allow Buyer reasonable access to the property for performance of any surveys, inspections or tests
201. or for water, sewer, gas or electrical service hookup as agreed to herein. Buyer shall restore the premises to the same
202. condition it was in prior to the surveys, inspections or tests and pay for any restoration costs relative thereto.
203. RISK OF LOSS: If there is any loss or damage to the property between the date hereof and the date of closing for
204. any reason, including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on Seller. If the property
205. is destroyed or substantially damaged before the closing date, this Purchase Agreement is canceled, at Buyer's
206. option, by written notice to Seller or licensee representing or assisting Seller. If Buyer cancels this Purchase Agreement,
207. Buyer and Seller shall immediately sign a Cancellation of Purchase Agreement confirming said cancellation and
208. directing all earnest money paid hereunder to be refunded to Buyer.
209. TIME OF ESSENCE: Time is of the essence in this Purchase Agreement.
210. ENTIRE AGREEMENT: This Purchase Agreement, any attached exhibits and any addenda or amendments signed
211. by the parties shall constitute the entire agreement between Buyer and Seller and supersedes any other written or
212. oral agreements between Buyer and Seller. This Purchase Agreement can be modified or canceled only in writing
213. signed by Buyer and Seller or by operation of law. All monetary sums are deemed to be United States currency for
214. purposes of this Purchase Agreement. Buyer or Seller may be required to pay certain closing costs, which may
215. effectively increase the cash outlay at closing or reduce the proceeds from the sale.
MN:VLPA -5 (8/09)
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INIEGRliY REALTY LAKES
VACANT LAND PURCHASE AGREEMENT
216. Page 6
217. Address 828 40th Ave NE
218. FINAL ACCEPTANCE: To be binding, this Purchase Agreement must be fully executed by both parties and a copy
219. must be delivered.
220. CALCULATION OF DAYS: Any calculation of days begins on the first day (calendar or Business Days as specified)
221. following the occurrence of the event specified and includes subsequent days (calendar or Business Days as specified)
222. ending at 11:59 P.M. on the last day.
223. BUSINESS DAYS: "Business Days" are days which are not Saturdays, Sundays or state or federal holidays unless
224. stated elsewhere by the parties in writing.
225. DEFAULT: If Buyer defaults in any of the agreements hereunder, Seller may terminate this Purchase Agreement
226. under the provisions of MN Statute 559.21. If either Buyer or Seller defaults in any of the agreements hereunder or
227. there exists an unfulfilled condition after the date specified for fulfillment, either party may cancel the Purchase
228. Agreement under MN Statute 559.217, Subd. 3. Whenever it is provided herein that the Purchase Agreement is
229. canceled, said language shall be deemed a provision authorizing a Declaratory Cancellation under MN Statute
230. 559.217, Subd. 4.
231. If this Purchase Agreement is not canceled or terminated as provided hereunder, Buyer or Seller may seek actual
232. damages for breach of this Purchase Agreement or specific performance of this Purchase Agreement; and, as to
233. specific performance, such action must be commenced within six (6) months after such right of action arises.
234. NOTICE REGARDING AIRPORT ZONING REGULATIONS: The property may be in or near an airport safety zone
235. with zoning regulations adopted by the governing body that may affect the property. Such zoning regulations are
236. filed with the county recorder in each county where the zoned area is located. If you would like to determine if such
237. zoning regulations affect the property, you should contact the county recorder where the zoned area is located.
238. NOTICE REGARDING PREDATORY OFFENDER INFORMATION: Information regarding the predatory offender
239. registry and persons registered with the predatory offender registry under MN Statute 243.166 may be
240. obtained by contacting the local law enforcement offices in the community where the property is located
241. or the Minnesota Department of Corrections at (651) 361 -7200, or from the Department of Corrections web
242. site at www.corr.state.mn.us.
243
244. Scott & George Miller
(Licensee)
l► [a] I[
is ® Seller's Agent Q Buyer's Agent ❑ Dual Agent ❑ Facilitator.
245. KW Commercial Minneapolis
(Real Estate Company Name)
246. Dave Barr
(Licensee)
is ❑ Seller's Agent ® Buyer's Agent ❑ Dual Agent ❑ Facilitator.
247. KW Commercial Minneapolis
(Real Estate Company Name)
248. THIS NOTICE DOES NOT SATISFY MINNESOTA STATUTORY AGENCY DISCLOSURE REQUIREMENTS.
MN:VLI✓H -b (8/U9)
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/Nrccmrx REALTY z^Koy
VACANT LAND PURCHASE AGREEMENT
249. Page
250. Address 828 40th Ave NE
251. DUAL AGENCY REPRESENTATION
252. PLEASE CHECK ONE OF THE FOLLOWING SELECTIONS:
253. Fx Dual Agency representation DOES NOT apply in this transaction. Do not complete lines 254-270.
254. Fl Dual Agency representation DOES apply in this transaction. Complete the disclosure in lines 255-270,
255. Broker represents both the Seller(s) and the Buyer(s) of the property involved in this tnanoaotion, which creates a
256. dual agency. This means that Broker and its salespersons owe fiduciary duties to both Seller(s) and Buyer(s). Because
257. the parties may have conflicting interests, Broker and its salespersons are prohibited from advocating exclusively for
258. either party. Broker cannot act as u dual agent in this transaction without the consent ofboth Seller(s) and Buyer(s).
250. Sa||mr(s) and Buyer(a) acknowledge that
260. (1) nonhdonUo| information communicated to Broker which regards prioe, terms or motivation to buy or sell will
261. remain confidential unless Seller(s) or Buyer(e) instructs Broker in writing to diou|ona this information. Other
262. information will beuhumd�
.
263. (2) Broker and its salespersons will not represent the interest of either party to the detriment of the other; and
264. (3) within the limits of dual agenoy. Broker and its salespersons will work diligently to facilitate the mechanics of
26E the sale.
268. With the knowledge and understanding of the explanation above. SeUer(s)and Buyer(n) authorize and instruct Broker
267. and its salesperson to act uo dual agents in this transaction.
268. Seller
269. Seller
270. Date
Buyer
Buyer
Date
271. OTHER: Contingent upon that the soil compaction tests are acceptable for parking lot
272. standards in the city of Columbia Hqts, MN
273.
274�
278
280
281.
---
283.
284.
285.
286.
Produced with zipFormqDuvzipLo 180m Fifteen Mile Road, Fraser, Michigan 4802o °vvw - z ip� Larr uMillie
INTEGRI'PY REALTY LAKES
VACANT LAND PURCHASE AGREEMENT
287. Page 8
288. Address 828 40th Ave NE
289. Other addenda may be attached which are made a part of this Purchase Agreement. (Enter total number of pages of
290. this Purchase Agreement, including addenda, on line two (2) of page one (1).)
291. I, the owner of the property, accept this Purchase I agree to purchase the property for the price and on
292. Agreement and authorize the listing broker to withdraw the terms and conditions set forth above.
293. said property from the market, unless instructed otherwise I have reviewed all pages of this Purchase
294. in writing. Agreement.
295. 1 have reviewed all pages of this Purchase Agreement.
296. ❑ If checked, this Agreement is subject to attached
297. Counteroffer Addendum.
304. FINAL ACCEPTANCE DATE June 10, 2011
305. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S).
306. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.
307. 1 ACKNOWLEDGE THAT I HAVE RECEIVED AND HAVE HAD THE OPPORTUNITY TO REVIEW THE ARBITRATION
308. DISCLOSURE AND RESIDENTIAL REAL PROPERTY ARBITRATION AGREEMENT, WHICH IS AN OPTIONAL,
309. VOLUNTARY AGREEMENT AND IS NOT PART OF THIS PURCHASE AGREEMENT.
310. SELLER(S)
311. SELLER(S)
MN:VLPA -8 (8/09)
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6
298.
X
X
(Seller's Signature)
(Date) (Buyer's Signature)
(Date)
299.
X
X Larry & Millie Kewatt
(Seller's Printed Name)
(Buyer's Printed Name)
300.
X
X
(Marital Status)
(Marital Status)
C .
301.
X
(Seller's Signature)
(Date) (Buyer's Sign re)
(Date)
302.
X
X and /or assigns
(Seller's Printed Name)
(Buyer's Printed Name)
303.
X
X l f'
(Marital Status)
(Marital Status)
304. FINAL ACCEPTANCE DATE June 10, 2011
305. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S).
306. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.
307. 1 ACKNOWLEDGE THAT I HAVE RECEIVED AND HAVE HAD THE OPPORTUNITY TO REVIEW THE ARBITRATION
308. DISCLOSURE AND RESIDENTIAL REAL PROPERTY ARBITRATION AGREEMENT, WHICH IS AN OPTIONAL,
309. VOLUNTARY AGREEMENT AND IS NOT PART OF THIS PURCHASE AGREEMENT.
310. SELLER(S)
311. SELLER(S)
MN:VLPA -8 (8/09)
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KELLER MUMS,,
IN'TEGRIT'Y RI ALTY LAKES
VACANT LAND DISCLOSURE STATEMENT
This form approved by the Minnesota Association of REALTORS®,
vvhich disclaims any liability arising out of use or misuse of this form.
© 2009 Minnesota Association of REALTORS®, Edina, MN
1. Date _
2. Page 1 of
pages
3. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE.
4. NOTICE: This disclosure is not a warranty or a guaranty of any kind by Seller(s) or licensee(s) representing or
5. assisting any party(ies) in the transaction.
6. INSTRUCTIONS TO BUYER: Buyers are encouraged to thoroughly inspect the property personally or have it inspected
7. by a third party, and to inquire about any specific areas of concern. NOTE: If Seller answers "NO" to any of the questions
8. listed below, it does not necessarily mean that it does not exist on the property. "NO" may mean that Seller is unaware
9. that it exists on the property.
10. INSTRUCTIONS TO SELLER: (1) Complete this form yourself. (2) Consult prior disclosure statement(s) and /or inspection
11. report(s) when completing this form. (3) Describe conditions affecting the property to the best of your knowledge. (4)
12. Attach additional pages with your signature if additional space is required. (5) Answer all questions. (6) If any items do
13. not apply, write "NA" (not applicable).
14. Property located at 828 40th Ave NE
15. City of Columbia Hats County of Anoka State of Minnesota.
16. A. GENERAL INFORMATION:
17. (1) When did you acquire the property?
18. (2) Type of title evidence: ❑ Abstract ❑ Registered (Torrens)
19. Location of Abstract:
20. Is there an existing Owner's Title Insurance Policy? Q Yes ❑ No
21. (3) Has the land been surveyed? Yes ❑ No
22. Year surveyed:
23. (4) What company /person performed the survey?
24. Name: Address: Phone:
25. (5) Is this platted land? ❑ Yes ❑ No
26. If "Yes,"
27. has the plat been recorded? ❑ Yes ❑ No
2& do you have a certificate of survey in your possession? ❑ Yes ❑ No
29. If "Yes,"
30. Who completed the survey? When?
31. (6) Are you aware of any property markers on the property? ❑ Yes ❑ No
32. If "Yes," give details:
33. (7) For property abutting a lake, stream or river, does the property meet the minimum local government lot size
34. requirements? ❑ Yes ❑ No ❑ Unknown
35. If "No," or "Unknown," Buyer should consult the local zoning authority.
36. To your knowledge,
37. (8) are there encroachments? F� Yes ❑ No
38. (9) are there easements, other than utility or drainage easements? ❑ Yes ❑ No
39. (10) is the property located in a drainage district and /or drain tiled? ❑ Yes ❑ No
40. (11) is the property located in a designated flood plain? ❑ Yes ❑ No
41. ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER.
MN:VLDS -1 (8/09)
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 �'Ip�l o�ix Som Larry & Millie
INTEGRICY REALTY LAKES
VACANT LAND DISCLOSURE STATEMENT
42. Page 2
43.
THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE.
44.
Property located at 828 40th Ave NE, Columbia Hats,
45.
(12)
has there ever been a flood or other disaster at the property?
❑ Yes
❑ No
46.
(13)
Are you in possession of prior vacant land disclosure statement(s)?
47.
(If "Yes," please attach)
❑ Yes
❑ No
48.
(14)
Comments:
49.
50.
B. USE RESTRICTIONS AND FINANCING:
51.
(1)
To your knowledge, do any of the following types of covenants, conditions, reservations or restrictions
affect
52.
the land?
53.
(a) Subdivision or other recorded covenants, conditions or restrictions?
[
❑ No
54.
(b) Association requirements or restrictions?
❑ Yes
❑ No
55.
(c) A right of first refusal to purchase?
❑ Yes
❑ No
56.
(d) Reservations?
❑ Yes
❑ No
57.
(e) Department of Natural Resources?
❑ Yes
❑ No
58.
(f) Watershed?
❑ Yes
❑ No
59.
(g) Local municipality?
❑ Yes
❑ No
60.
(2)
If any of the above questions [13(1)] are answered "Yes," list which written copies of these
covenants, conditions,
61.
reservations or restrictions you have:
62.
63.
64.
(3)
Have you ever received notice from any person or authority as to any breach of any of these covenants,
65.
conditions, reservations or restrictions?
F Yes
❑ No
66.
If "Yes," describe:
67.
68.
69.
(4)
To your knowledge, is this property approved for FHA financing?
❑ Yes
❑ No
70.
C. CONDITION OF THE PROPERTY:
71.
(Answer the following to the best of your knowledge.)
72.
(1)
Are there any structures, improvements, emblements or personal property included
73.
in the sale?
❑ Yes
❑ No
74.
If "Yes," list all items:
75.
76.
77.
Are there any problems or defects with any of the above items?
❑ Yes
❑ No
78.
If "Yes," describe all problems and defects:
79.
80.
81.
ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER.
MN:VLDS -2 (8/09)
Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www,Zf com Larry &: Millie
KELLERWILUAMS
INTLCRIFY REALTY LAKES .
VACANT LAND DISCLOSURE STATEMENT
82. Page 3
83.
THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE.
84.
Property located at 828 40th Ave NE, Columbia xgts ,
85.
(2)
Were there any previous structures on the property?
® Yes
F] No
86.
(3)
Are there any buried storage tanks or buried debris or waste on the property?
❑ Yes
❑ No
87.
If "Yes," give details:
88.
89.
(4)
Are there any hazardous or toxic substances or wastes in, on or affecting this property?
90.
❑ Yes
❑ No
91.
If "Yes," give details:
92.
93.
(5)
Have any soil tests been performed?
❑ Yes
❑ No
94,
When? By whom?
95.
Results?
96.
(6)
Are there any settling or soil movement problems on or affecting this property?
❑ Yes
❑ No
97.
If "Yes," give details:
98.
99.
(7)
Are there any dead or diseased trees?
❑ Yes
❑ No
100
101
102
103
104
105
106.
If "Yes," give details:
(8) Are there any insect /animal /pest infestations?
(9) Other:
D. UTILITIES:
(Answer the following to the best of your knowledge.)
(1) Have any percolation tests been performed?
❑ Yes ❑ No
107. When? By whom?
108. Results?
109. (2) Are any of the following presently existing within the property?
110. (a) Connection to public water? Yes No
111. (b) Connection to public sewer? Yes No
112. (c) Connection to private water system off property? Yes No
113. (d) Connection to electric utility? Yes No
114. (3) Subsurface Sewage Treatment System Disclosure: (A subsurface sewage treatment system disclosure is
115. required by MN Statute 115.55.) (Check appropriate box.)
116. Seller certifies that Seller ❑ DOES ❑ DOES NOT know of a subsurface sewage treatment system on or serving
- ----- --- -- ----- (Check one.) ----------------
117. the above - described real property. (If answer is DOES, and the system does not require a state permit, see
118. Subsurface Sewage Treatment System Disclosure Statement.)
119. ❑ There is a subsurface sewage treatment system on or serving the above - described real property.
120. (See Subsurface Sewage Treatment System Disclosure Statement.)
121. ❑ There is an abandoned subsurface sewage treatment system on the above - described real property.
122. (See Subsurface Sewage Treatment System Disclosure Statement.)
123. ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER.
MN:VLDS -3 (8/09)
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[:]Yes ❑ No
INTLGRi.'IY PEALTY I_AK1
VACANT LAND DISCLOSURE STATEMENT
124. Page 4
125. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE.
126. Property located at 828 40th Ave NE Columbia Agts,
127. (4) Private Well Disclosure: (A well disclosure and Certificate are required by MN Statute 1031.235.)
128. (Check appropriate box.)
129. ❑ Seller certifies that Seller does not know of any wells on the above - described real property.
130. ❑ Seller certifies there are one or more wells located on the above - described real property.
131. (See Well Disclosure Statement.)
132.
133.
Are there any wells serving the above - described property that are not located on the
property?
❑ Yes
❑ No
134.
To your knowledge, is this property in a Special Well Construction Area?
❑ Yes
❑ No
135.
(5) Are any of the following existing at the boundary of the property?
136.
(a) Public water system access?
❑ Yes
❑ No
137.
(b) Private water system access?
❑ Yes
❑ No
138.
(c) Electric service access?
❑ Yes
❑ No
139.
E. PREFERENTIAL PROPERTY TAX TREATMENT: Is the property subject to any preferential property tax
status
140.
141.
142.
or any other credits affecting the property?
(e.g., Disability, Green Acres, CRP, RIM, Rural Preserve)
If "Yes," would these terminate upon the sale of the property?
[:]Yes
❑ Yes
❑ No
❑ No
143.
Explain:
144.
145.
146. F. METHAMPHETAMINE PRODUCTION DISCLOSURE:
147. (A methamphetamine production disclosure is required by MN Statute 152.0275, Subd. 2 (m).)
148. ❑ Seller is not aware of any methamphetamine production that has occurred on the property.
149. ❑ Seller is aware that methamphetamine production has occurred on the property.
150. (See Methamphetamine Production Disclosure Statement.)
151. G. NOTICE REGARDING AIRPORT ZONING REGULATIONS: The property may be in or near an airport safety zone
152. with zoning regulations adopted by the governing body that may affect the property. Such zoning regulations are
153. filed with the county recorder in each county where the zoned area is located. If you would like to determine if such
154. zoning regulations affect the property, you should contact the county recorder where the zoned area is located.
155. H. CEMETERY ACT: MN Statute 307.08 prohibits any damage or illegal molestation of human remains, burials or
156. cemeteries. A person who intentionally, willfully and knowingly destroys, mutilates, injures, disturbs or removes
157. human skeletal remains or human burial grounds is guilty of a felony.
158. To your knowledge, are you aware of any human remains, burials or cemeteries located on the property?
159. ❑ Yes ❑ No
160. If "Yes," please explain:
MOM
162. All unidentified human remains or burials found outside of platted, recorded or identified cemeteries and in contexts
163. which indicate antiquity greater than 50 years shall be dealt with according to the provisions of MN Statute 307.08,
164. Subd. 7.
165. ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER.
MN:VLDS -4 (8/09)
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INT6GRIIY REAL "IY LAKLiS
(Date) (Seller)
167. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE.
168. Property located at 828 40th Ave NE Columbia Hqts,
169. 1. OTHER MATTERS: To your knowledge,
170. (1) are there any landfills or waste disposal sites within two (2) miles of the property? ❑ Yes ❑ No
171. If "Yes," state their locations:
172. (2) is there anything else that may materially and adversely affect the property (e.g., including but not limited to,
173. pending claims or litigation, notice from any governmental authority of violation of any law or regulation,
174. proposed zoning changes, street changes, threat of condemnation)? ❑ Yes ❑ No
175. If "Yes," give details:
176.
177.
178.
179. LISTING BROKER AND LICENSEES MAKE NO REPRESENTATIONS AND ARE
180. NOT RESPONSIBLE FOR ANY CONDITIONS EXISTING ON THE PROPERTY.
181. J. SELLER'S STATEMENT:
182. (To be signed at time of listing.)
183. Seller(s) hereby states the condition of the property to be as stated above and authorizes any licensee(s)
184. representing or assisting any party(ies) in this transaction to provide a copy of this Disclosure to any person or
185. entity in connection with any actual or anticipated sale of the property.
:.
(Seller)
(Date)
187. K. BUYER'S ACKNOWLEDGEMENT:
188. (To be signed at time of purchase agreement.)
189. I /We, the Buyer(s) of the property, acknowledge receipt of this Vacant Land Disclosure Statement and agree that
190. no representations regarding the condition of the property have been made other than those made above.
191
(Buyer)
VACANT LAND DISCLOSURE STATEMENT
166. Page 5
(Date) (Buyer)
(Date)
192. L. SELLER'S ACKNOWLEDGEMENT:
193. (To be signed at time of purchase agreement.)
194. AS OF THE DATE BELOW, I /we, the Seller(s) of the property, state that the condition of the property is the same,
195. except for changes as indicated below, which have been signed and dated.
196.
197
198.
199.
200.
(Seller)
201.
MN:VLDS -5 (8/09)
(Date) (Seller) (Date)
ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER.
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