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HomeMy WebLinkAbout2016-2707CONTRACT a; 1213 By and Between and mmo i Dated as of: October 30, 2015 This document was drafted by: KENNEDY & GRAVEN, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, Minnesota 55402 Telephone: (612) 337 -9300 468962v3 MNI CL205 -23 PREAMBLE......................................... . .................................................................................. 1 ARTICLE I Definitions Section 1.1. Definitions ........................ ARTICLE II Representations and Warranties Section 2.1. Representations and Covenants by the Authority and City . ..............................6 Section 2.2. Representations and Warranties by the Redeveloper ........... ..............................7 ARTICLE III Remnant Parcel; Financing Section 3.1. Status of the Remnant Parcel ............................................... ..............................8 Section 3.2. Environmental Undertakings ............................................... ..............................8 Section 3.3. Planning Contract ................. Section 3.4. Assignment of Note ............................................................. ..............................8 Section 3.5. Series 2007 Bonds ........................................................ ............................... Section 3.6. Payment of Authority Costs ................................................. ..............................9 Section3.7. Business Subsidy ................................................................. ..............................9 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements .......................... .............................10 Section 4.2. Construction Plans .............................................................. .............................10 Section 4.3. Completion of Construction ................................ ............................... Section 4.4. Certificate of Completion ................................................... .............................11 Section4.5. Records ............................................................................... .............................12 ARTICLE V Insurance Section5.1. Insurance ............................................................................. .............................13 Section 5.2. Subordination ............. ............................... Section 5.3. Qualifications .................... ............................... ARTICLE VI Tax Increment; Taxes Section6.1. Review of Taxes ................................................................. .............................15 4689620 MNI CL205 -23 i ARTICLE VII Financing Section 7.1. Mortgage Financing ............................................................ .............................16 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment .................................. .............................17 Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement .................................................. .............................17 Section 8.3. Release and Indemnification Covenants ............................. .............................18 ARTICLE IX Events of Default Section 9.1. Events of Default Defined .................................................. .............................20 Section 9.2. Remedies on Default ........................... ............................... Section 9.3. No Remedy Exclusive ................ ............................... Section 9.4. No Additional Waiver Implied by One Waiver .................. .............................21 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority and City Representatives SCHEDULE A Description of Remnant Parcel SCHEDULE B Form of Certification of Completion 4689620 MNI CL205 -23 ii Not Individually Liable ...................................................... .............................22 Section 10.2. Equal Employment Opportunity ......................................... .............................22 Section 10.3. Restrictions on Use ............................................................. .............................22 Section 10.4. Provisions Not Merged With Deed ..................................... .............................22 Section 10.5. Titles of Articles and Sections ............................................ .............................22 Section 10.6. Notices and Demands ......................................................... .............................22 Section10.7. Counterparts ........................................................................ .............................23 Section10.8. Amendment ......................................................................... .............................23 Section 10.9. Authority or City Approvals ............................................... .............................23 Section 10.10. Termination ......................................................................... .............................23 SCHEDULE A Description of Remnant Parcel SCHEDULE B Form of Certification of Completion 4689620 MNI CL205 -23 ii SECOND AMENDED AND RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made on or as of the 30th day of October, 2015, by and between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic (the "Authority "), established pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (hereinafter referred to as the "Act "), the CITY OF COLUMBIA HEIGHTS, a Minnesota municipal corporation (the "City ") and COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES II, LLLP, a Minnesota limited liability limited partnership (the "Redeveloper "). WITNESSETH: WHEREAS, the Authority was created pursuant to the Act and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Columbia Heights ( "City "); and WHEREAS, the City and the Authority (as successor to the Housing and Redevelopment Authority of Columbia Heights, Minnesota) have undertaken a program to promote redevelopment of land that is characterized by blight and blighting factors within the City, and in this connection the Authority administers a redevelopment project known as the Downtown CBD Redevelopment Project ( "Project ") pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act "); and WHEREAS, pursuant to the Act and the HRA Act, the Authority is authorized to acquire real property, or interests therein, and to undertake certain activities to facilitate the redevelopment of real property by private enterprise; and WHEREAS, within the Project, the City and Authority created the Huset Park Area Tax Increment Financing District ( "TIF District ") in order to facilitate redevelopment of certain property in the Project; and WHEREAS, the Authority and Huset Park Development Corporation (the "Original Developer ") previously entered into a Contract for Private Redevelopment dated as of October 25, 2004, amended and restated in its entirety by an Amended and Restated Contract for Private Redevelopment dated as of August 1, 2007, as amended by a First Amendment thereto dated as of June 16, 2008, a Second Amendment thereto dated as of February 9, 2009, a Third Amendment thereto dated as of September 28, 2009 (subsequent to which BNC National Bank ( "BNC ") succeeded in interest to the Original Developer), a Fourth Amendment thereto dated as of November 21, 2011, a Fifth Amendment thereto dated as of April 2013, and a Sixth Amendment thereto dated as of June 2, 2014 (together, the "Original Contract ") regarding redevelopment of the property described in Schedule A hereto, designated as the Remnant Parcel, along with other property within the TIF District (all such property the "Redevelopment Property "); and WHEREAS, the Redeveloper has proposed and the parties to the Original Contract have agreed to the construction by Redeveloper of certain housing improvements on the Remnant Parcel, 4689620 MNI CL205 -23 subject to assignment of the Original Contract to the Redeveloper as to the Remnant Parcel and certain other conditions as more fully provided herein; and WHEREAS, this Agreement is intended to supersede and replace the Original Contract in all respects as to the Remnant Parcel; and WHEREAS, the Authority believes that the redevelopment of the Remnant Parcel 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: 4689620 MNI CL205 -23 2 /1.71Viceais Defimitions 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 469.1082, as amended. "Affiliate" means with respect to the Redeveloper (a) any corporation, partnership, corporation or other business entity or person controlling, controlled by or under common control with the Redeveloper, and (b) any successor to such party by merger, acquisition, reorganization or similar transaction involving all or substantially all of the assets of such party (or such Affiliate). For the purpose hereof the words "controlling ", "controlled by" and "under common control with" shall mean, with respect to any corporation, partnership, corporation or other business entity, the ownership of fifty percent or more of the voting interests in such entity possession, directly or indirectly, of the power to direct or cause the direction of management policies of such entity, whether ownership of voting securities or by contract or otherwise. "Agreement" means this Amended and Restated Contract, as the context requires, and 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. "BNC" means BNC National Bank, the successor in interest to the Original Developer under the Original Contract. "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 Remnant Parcel, pursuant to Section 4.4 of this Agreement. "City" means the City of Columbia Heights, Minnesota. 4689620 MNI CL205 -23 3 "Construction Plans" means the plans, specifications, drawings and related documents to be provided in connection with the construction work to be performed by the Redeveloper on the Remnant Parcel 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 a party described in Section 9.1 of this Agreement. "HRA Act" means Minnesota Statutes, Sections 469.001 to 469.047, as amended. "Holder" means the owner of a Mortgage. "Minimum Improvements" means the construction on the Remnant Parcel of approximately 80 units of senior rental housing. "Mortgage" means any mortgage made by the Redeveloper which is secured, in whole or in part, with the Remnant Parcel and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. "Note" means the Taxable Tax Increment Revenue Note, Series 2007, delivered by the Authority to the Original Developer in accordance with Section 3.8 of the Original Contract and subsequently assigned to BNC. "Original Contract" means the Contract for Private Redevelopment between the Authority and the Original Developer dated as of October 25, 2004, as amended. "Redeveloper" means Columbia Heights Leased Housing Associates II, LLLP or its permitted successors and assigns. "Redevelopment Project" means the Authority's Downtown CBD Redevelopment Project. "Redevelopment Property" means the property subject to the Original Contract and described therein on Schedule A, of which the Remnant Parcel constitutes a part. "Redevelopment Plan" means the Authority's Redevelopment Plan for the Redevelopment Project, as amended. "Remnant Parcel" means the property so described on Schedule A. 4689620 MNI CL205 -23 4 "Series 2007 Bonds" has the meaning provided in Section 3.5. "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Redevelopment Property and which is remitted to the Authority as tax increment pursuant to the Tax Increment Act. The term Tax Increment does not include any amounts retained by or payable to the State auditor under Section 469.177, subd. 11 of the Tax Increment Act, or any amounts described in Section 469.174, subd. 25, clauses (2) through (4) of the Tax Increment Act. "Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1794, as amended. "Tax Increment District" or "TIF District" means the Authority's Huset Park Area Tax Increment Financing District. "Tax Increment Plan" or "TIF Plan" means the Authority's Tax Increment Financing Plan for the TIF District, as approved by the Authority and City on October 25, 2004, and as it may be amended from time to time. "Tax Official" means any County assessor; County auditor; County or State board of equalization, the commissioner of revenue of the State, or any State or federal court including the tax court of the State. "Termination Date" means the date the Authority receives the last installment of Tax Increment from the County. "Transfer" has the meaning set forth in Section 8.2(a) hereof. "Unavoidable Delays" means delays beyond the reasonable control of the parry seeking to be excused as a result thereof which are the direct result of war, terrorism, strikes, other labor troubles, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, economic events beyond the control of the parties that materially reduce the marketability of for sale housing, including unusual increases in mortgage rates or economic recession, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement) which directly result in delays. Unavoidable Delays shall not include delays in the Redeveloper's obtaining of permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement, unless (a) Developer has timely filed any application and materials required by the City for such permit or approvals, and (b) the delay is beyond the reasonable control of the Redeveloper. 4689620 MNI CL205 -23 5 Representations and Warranties Section 2.1. Representations and Covenants by the Authority and City. (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act and the HRA Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Authority and City will use their best efforts to facilitate development of the Minimum Improvements, including but not limited to cooperating with the Redeveloper in obtaining necessary administrative and land use approvals and construction and/or permanent financing pursuant to Section 7.1 hereof. (c) The activities of the Authority are undertaken for the purpose of fostering the redevelopment of certain real property that is or was occupied primarily by substandard and obsolete buildings, which will revitalize this portion of the Redevelopment Project, increase tax base, and increase housing and employment opportunities. (d) The City is a home rule charter city duly organized and existing under the laws of the State, and is a state public body under Section 469.041 of the HRA Act. Under the provisions of its charter and the HRA Act, the City has the power to enter into this Agreement and carry out its obligations hereunder. (e) The City and Authority have taken all actions necessary to establish the TIF District as a redevelopment district as defined in the TIF Act, and the TIF District has been duly certified by the County. (f) The City and Authority will take no action, nor omit to take any action, regarding the TIF District that materially impairs the collection or payment of Tax Increment. (g) As of the date of this Agreement, the Minimum Improvements to be constructed on the Remnant Parcel are allowed uses under the City zoning ordinance and are consistent with the City Comprehensive Plan. (h) As of the date of this Agreement, the City and Authority have completed all required environmental review and determined that no further environmental review is required under the Minnesota Environmental Policy Act, Minn. Stat. Ch. 116.D. (i) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of charter or statutory limitation or any indebtedness, agreement or instrument of whatever nature to which the City or Authority is now a party or by which it is bound, or constitutes a default under any of the foregoing. 4689620 MNI CL205 -23 6 (e) The Authority shall promptly advise City in writing of all litigation or claims affecting any part of the Minimum Improvements. Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability limited partnership organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its certificate of limited partnership 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 partners. (b) Upon acquisition of the Remnant Parcel, the Redeveloper will construct, operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Redevelopment Plan and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) The Redeveloper will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (d) Neither the execution and delivery of this Agreement, the 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 partnership or company restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (e) The Redeveloper shall promptly advise City in writing of all material 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. 4689620 MNI CL205 -23 7 Remnant Parcel; Financing Section 3.1. Status of the Remnant Parcel. As of the date of this Agreement, the Redeveloper has acquired the Remnant Parcel, which consists of the real property described in Schedule A, from BNC, BNC has assigned the Original Contract to the Redeveloper, and the parties hereto have executed this Agreement, which supercedes the Original Contract in all respects. Section 3.2. Environmental Undertakings. (a) The Redeveloper acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Remnant Parcel or the fitness of the Remnant Parcel for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such property, and that this Agreement neither implies any responsibility by the Authority or the City for any contamination of the Remnant Parcel nor imposes any obligation on such parties to participate in any cleanup of the Remnant Parcel. The parties further acknowledge and agree that all environmental remediation obligations imposed pursuant to the Original Contract have been fully satisfied. (b) Without limiting its obligations under Section 8.3 of this Agreement, the Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the Remnant Parcel, 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 3.3. Planning Contract. The Redeveloper shall pay any SAC and WAC fees and park dedication fees in accordance with applicable City policies and ordinances, and agrees to enter into any planning contracts that may be required in connection with the Minimum Improvements. Section 3.4. Assignment of Note. (a) Pursuant to the Original Contract, the Authority issued its Tax Increment Revenue Note, Series 2007A, in the principal amount of $6,650,000, to the Original Developer, and the Original Developer subsequently assigned the Note to BNC. The Redeveloper agrees and acknowledges that the Note has been assigned to a separate entity pursuant to a separate contract, and that Redeveloper has no right to or interest in the Note. Section 3.5. Series 2007 Bonds. (a) Pursuant to the Original Contract, the Authority issued its tax exempt Tax Increment Revenue Bonds, Series 2007 (Huset Park Area Redevelopment Project), in the principal amount of $2,890,000 (the "Series 2007 Bonds "). Proceeds of the Series 2007 Bonds were used to reimburse the Original Developer for a portion of the Public Redevelopment Costs incurred by the Original Developer. (b) The Redeveloper makes the following representations to the Authority with respect to the Series 2007 Bonds and any Refunding Bonds: 4689620 MNI CL205 -23 (1) The Redeveloper will take no action, and will not fail to take an action, the effect of which will be to cause the Series 2007 Bonds or Refunding Bonds to be determined to be a "private activity bond" (as such term is defined in Section 141 of the Internal Revenue Code of 1986, as amended (the "Code ") and in applicable Treasury Regulations promulgated pursuant to applicable provisions of the Code (the "Regulations ") (2) The Redeveloper will take no action, and will not fail to take an action, the effect of which will be to cause the "private security or payment test" (as such term is defined in Section 141 of the Code and in applicable Regulations) or the "private loan financing test (as such term is defined in Section 141 of the Code and in applicable Regulations to be satisfied with respect to the Series 2007 Bonds or Refunding Bonds. (3) The Redeveloper will take no action, and will not fail to take an action, the effect of which will be to cause the Series 2007 Bonds or Refunding Bonds to be determined to be an "arbitrage bond "(as such term is defined in Section 148 of the Code and in applicable Regulations). (4) The Redeveloper will take no action, and will not fail to take an action, the effect of which will be to cause interest on the Series 2007 Bonds or Refunding Bonds to be includable in gross income for federal income tax purposes. Section 3.6. Payment of Authority Costs. The Redeveloper is responsible to pay "Authority Costs," which term means reasonable out -of pocket -costs incurred by the City or Authority for: (i) the Authority's financial advisor in connection with the Authority's financial participation in redevelopment of the Remnant Parcel, including without limitation all costs related to the negotiation and preparation of this Agreement, (ii) the City or Authority's legal counsel in connection with negotiation and drafting of this Agreement and any related agreements or documents, and any legal services related to the Authority's financial participation in redevelopment of the Property; and (iii) any consultants retained by the City and Authority for planning, environmental review, and engineering related to the Minimum Improvements, including the zoning and land use approvals. City and Authority staff costs and costs and expenses shall not be Authority Costs. (b) At any time, but not more often than monthly, the City or Authority may request payment of Authority Costs, and the Developer agrees to pay all Authority Costs within ten days of the City or Authority's written request, supported by suitable billings, receipts or other evidence of the amount and nature of Authority Costs incurred. At Redeveloper's request, but no more often than monthly, the Authority will provide Developer with a written report on current and anticipated expenditures for Authority Costs, including invoices or other comparable evidence. Section 3.7. Business Subsidy. The parties agree and understand that neither the Authority nor the City is providing any assistance to the Redeveloper under this Agreement with respect to the Remnant Parcel, and that therefore this Agreement is not a "business subsidy" under the Business Subsidy Act. (The remainder of this page is intentionally left blank.) 4689620 MNI CL205 -23 9 Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. The Redeveloper agrees that it will construct the Minimum Improvements on the Remnant Parcel in accordance with approved Construction Plans, and at all times while Redeveloper owns the Remnant Parcel, will operate, maintain, preserve and keep the respective components of the Minimum Improvements or cause such components to be operated, maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Construction Plans. Before commencing construction of the Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The City's chief building official and community development director will review and approve all Construction Plans on behalf of the Authority, and for the purposes of this Section the term "Authority" means those named officials. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with this Agreement, the TIF Plan, and all applicable State and local laws and regulations. The Authority will approve the Construction Plans in writing or by issuance of a permit if (i) the Construction Plans conform to all terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the TIF Plan; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; and (v) there is no uncured Event of Default. No approval by the Authority shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default, or waiver of any State or City building or other code requirements that may apply. Within 30 days after receipt of complete Construction Plans and permit applications for the Minimum Improvements, the Authority will deliver to the Redeveloper an initial review letter describing any comments or changes requested by Authority staff. Thereafter, the parties shall negotiate in good faith regarding final approval of Construction Plans for the Minimum Improvements. The Authority's approval shall not be unreasonably withheld or delayed. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements, constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. The Redeveloper hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the Authority and/or any changes in the Construction Plans requested by the Authority, except for any failure by Authority to perform its obligations under this Section. Neither the Authority, the City, nor any employee or official of the Authority or City shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the Authority. (c) Construction Plan Changes. If the Redeveloper desires to make any material change in the Construction Plans or any component thereof after their approval by the Authority, the 4689620 MNI CL205 -23 10 Redeveloper shall submit the proposed change to the Authority for its approval. For purposes of this Section, the term "material" means changes that increase or decrease construction costs by more than 5% of total construction costs. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made as soon as reasonably practicable but in any event within 30 days after receipt of the notice of such change. The Authority's approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Redeveloper shall commence construction of the Minimum Improvements by December 31, 2020. Subject to Unavoidable Delays, the Redeveloper shall complete the construction of the Minimum Improvements by December 31, 2022. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Remnant Parcel shall be in conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority. (b) The Redeveloper agrees for itself, its successors, and assigns, and every successor in interest to the Remnant Parcel, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the development of the Remnant Parcel through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3 of this Agreement. After the date of this Agreement and until the Minimum Improvements have been fully leased, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, but no more than monthly, as to the actual progress of the Redeveloper with respect to such construction and leasing. Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of this Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the dates for completion thereof), the Authority will furnish the Redeveloper with a Certificate of Completion in substantially the form attached as Schedule B. Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in any deed with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the Minimum Improvements and the date for the completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) Upon Redeveloper's request, the Authority shall furnish to the Redeveloper a Certificate of Completion for each housing unit upon substantial completion of such unit, as evidenced by issuance of a certificate of occupancy therefor by the responsible inspecting authority. 4689620 MNI CL205 -23 I I (c) If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to obtain such certification. (d) The construction of the Minimum Improvements shall be deemed to be substantially complete for the purposes of this Agreement when the Redeveloper has received a certificate of occupancy from the City for all housing units, and the specified site improvements for the Minimum Improvements have been substantially completed as reasonably determined by the Authority Representative. Section 4.5. Records. The Authority and the City through any authorized 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. Such records shall be kept and maintained by Redeveloper through the Termination Date. (The remainder of this page is intentionally left blank.) 4689620 MNI CL205 -23 12 Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (i) Builder's risk insurance, written on the so- called `Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100 %) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so- called "all risk" form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence, and shall be endorsed to show the City and Authority as additional insured (to accomplish the above - required limits, an umbrella excess liability policy may be used); and (iii) Workers' compensation insurance, with statutory coverage. (b) Upon completion of construction of the Minimum Improvements and prior to the Termination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses. (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and /or property, in the minimum amount for each occurrence and for each year of $1,000,000 and shall be endorsed to show the City and Authority as additional insureds. (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Redeveloper, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Redeveloper may be self - insured with respect to all or any part of its liability for workers' compensation. 4689620 MNI CL205 -23 13 (c) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the Authority a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Redeveloper and the Authority at least 30 days before the cancellation or modification becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. Any insurance required under this Article may be provided separately by Phase or building. (d) The Redeveloper agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof. The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, regardless of whether the net proceeds of insurance received by the Redeveloper for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Redeveloper. Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights of the Authority with respect to the receipt and application of any insurance proceeds shall, in all respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant to Article VII of this Agreement. Section 5.3. Qualifications. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that upon transfer of the Remnant Parcel 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) or 8.3 hereof. 4689620 MNI CL205 -23 14 • ' Tax Increment; Taxes Section 6.1. Review of Taxes. The Redeveloper agrees that prior to the Termination Date it will not cause a reduction in the real property taxes paid in respect of the Remnant Parcel through: (A) willful destruction of the Remnant Parcel or any part thereof, or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1(d) of this Agreement. The Redeveloper also agrees that it will not, prior to the Termination Date, seek exemption from property tax for the Remnant Parcel or any portion thereof or transfer or permit the transfer of the Remnant Parcel to any entity that is exempt from real property taxes and state law (other than any portion thereof dedicated or conveyed to the City in accordance with platting of the Remnant Parcel), or apply for a deferral of property tax on the Remnant Parcel pursuant to any law. (The remainder of this page is intentionally left blank.) 4689620 MNI CL205 -23 15 Financing Section 7.1. Mortgage Financing. (a) Before commencement of construction of the Minimum Improvements, the Redeveloper shall submit to the City evidence of one or more commitments for financing which, together with committed equity for such construction, is sufficient for payment of the Minimum Improvements. Such commitments may be submitted as short term financing, long term mortgage financing, a bridge loan with a long term take -out financing commitment, or any combination of the foregoing. (b) If the Authority finds that the financing is sufficiently committed and adequate in amount to pay the costs specified in paragraph (a) then the Authority shall notify the Redeveloper in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within twenty (20) days from the date when the Authority is provided the evidence of financing. A failure by the Authority to respond to such evidence of financing shall be deemed to constitute an approval hereunder. If the Authority rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Redeveloper shall submit adequate evidence of financing within ten (10) days after such rejection. (c) In the event that there occurs a default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. In the event there is an event of default under this Agreement, the Authority will transmit to the Holder of any Mortgage a copy of any notice of default given by the Authority pursuant to Article IX of this Agreement. (d) In order to facilitate the securing of other financing, the Authority agrees to subordinate its rights under this Agreement provided that such subordination shall be subject to such reasonable terms and conditions as the Authority and Holder mutually agree in writing. Notwithstanding anything to the contrary herein, any subordination agreement must include the provision described in Section 7.1(c). (The remainder of this page is intentionally left blank.) 4689620 MNI CL205 -23 16 Prohibitions Against Assignment and Transfer, Indemnification Section 8.1. Representation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Remnant Parcel, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of redevelopment of the Remnant Parcel and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that until the Termination Date: (a) Except as specifically described in this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Remnant Parcel 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 Remnant Parcel or to construct the Minimum Improvements or component thereof, (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Minimum Improvements, (iii) any sale, conveyance, or transfer in any form to any Affiliate of the Redeveloper, or any Affiliate of the Redeveloper's partners, or (iv) any sale, conveyance, or transfer of any partnership interests of the Redeveloper to an Affiliate of the Redeveloper or its partners. (b) If the Redeveloper seeks to effect a Transfer, the Authority shall be entitled to require as conditions to such Transfer that: (1) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Remnant Parcel to be transferred; and (2) Any proposed transferee, by instrument in writing satisfactory to the Authority, 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 Remnant Parcel 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 Remnant Parcel, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Remnant Parcel, the Minimum Improvements or any part thereof or the construction of the 4689620 MNI CL205 -23 17 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 Remnant Parcel 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 Remnant Parcel 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 Remnant Parcel, from any of its obligations with respect thereto. (3) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Remnant Parcel 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 Remnant Parcel that is transferred, assigned, or otherwise conveyed, unless the parties mutually agree otherwise. The Authority will review and respond to a request for Transfer within 45 days after receipt of a written request. Notwithstanding anything to the contrary herein, any Transfer that releases the Redeveloper from its obligations under this Agreement (or any portion thereof) shall be approved by the Authority's board of commissioners. If the Redeveloper remains fully bound under this Agreement notwithstanding the Transfer, as documented in the transfer instrument, the Transfer may be approved by the Authority Representative. The provisions of this paragraph (c) apply to all subsequent transferors. Section 8.3. Release and Indemnification Covenants. (a) The Redeveloper releases from and covenants and agrees that the Authority and the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless the Authority and the City and the governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (b) Except for willful or negligent misrepresentation, misconduct or negligence of the Indemnified Parties (as hereafter defined), and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Redeveloper agrees to protect and defend the Authority and the City and the governing body members, officers, agents, servants and employees thereof (the "Indemnified Parties "), now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. 4689620 MNI CL205 -23 18 (c) Except for any negligence of the Indemnified Parties (as defined in clause (b) above), and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. (The remainder of this page is intentionally left blank.) 4689620 MNI CL205 -23 19 Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events, after the non - defaulting party provides 30 days written notice to the defaulting party of the event, but only if the event has not been cured within said 30 days or, if the event is by its nature incurable within 30 days, the defaulting party does not, within such 30 -day period, provide assurances reasonably satisfactory to the party providing notice of default that the event will be cured and will be cured as soon as reasonably possible: (a) Failure by the Redeveloper or the Authority to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement; (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; or (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. Section 9.2. Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non- defaulting party may exercise its rights under this Section 9.2 after providing thirty days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within 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: Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised 4689620 MNI CL205 -23 20 from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Any partner of the Redeveloper shall have the right, but not the obligation, to cure any Event of Default under this Agreement, and the Authority and /or City shall accept such cure. (The remainder of this page is intentionally left blank.) 4689620 MNI CL205 -23 21 Additional Provisions Section 10.1. Conflict of Interests, Authority and City Representatives Not Individually Liable. The Authority, the City, and the Redeveloper, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority or City shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the Authority or City 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 any successors and assigns, shall devote the Remnant Parcel 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 lease or rental or in the use or occupancy of the Remnant Parcel 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 Remnant Parcel and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 2905 Northwest Boulevard, Suite 150, Plymouth, MN 55441 -2644, Attention: Mark S. Moorhouse and Ron Mehl; with a copy to: 4689620 MNI CL205 -23 22 Winthrop & Weinstine 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attn: John D Nolde (b) in the case of the Authority or City, is addressed to or delivered personally at 590 40th Avenue NE, Columbia Heights, Minnesota 55421, Attn: Executive Director /City Manager; or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.7. Counte arts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Amendment. This Agreement may be amended only by written agreement approved by the Authority and the Redeveloper. Section 10.9. Authority or City Approvals. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative, and any approval required by the City under this Agreement may be given by the City Representative. Section 10.10. Termination. This Agreement terminates on the Termination Date, except that termination of the Agreement does not terminate, limit or affect the rights of any party that arise before the Termination Date. 4689620 MNI CL205 -23 23 IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. COLUMBIA HEIGHT�CONQ DEVELOPMENT AU ORITY Its President t ByR�'y; Its Executive Dire or STATE OF MINNESOTA ) SS. COUNTY OF ANOKA ) The foregoin instrument was acknowledged before me this, 1 day ofr46WIU, 2016, by O -' ) and Walter R. Fehst, the President and Executive Dire or of the Columbia l4eights Economic Development Authority, a public body politic and corporate, on behalf of the Authority. Notary Public 4689620 MNI CL205 -23 S -1 CITY OF COLUMBIA Its Mayor Its City Manager ` STATE OF MINNESOTA ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this day of Feb , 2016, by Gary Peterson and Walter R. Fehst, the Mayor and City Manager of the City of'Colu4bia Heights, a Minnesota municipal corporation, on behalf of the City. j) A " jkW L'jjtt Notary Public Notary Public Minnesota n,,,ssA,,AE 31, 417 4689620 MNI CL205 -23 S -2 COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES II, LLLP, a Minnesota Limited Liablity Limited Partnership STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 1, e day of 0 off &\ 2016 by Mark S. Moorhouse, the Senior Vice President of Columbia Heights Leased Housing Associates II LLC, a Minnesota limited liability company, the General Partner of Columbia Heights Leased Housing Associates II, LLLP, a Minnesota limited liability limited partnership, on behalf of the partnership. I 4689620 MNI CL205 -23 S_3 No Publik)' � Outlot B, Huset Park Anoka County, Minnesota Torrens Property Torrens Certificate No. 119344 468962v3 MNI CL205 -23 A -1 �, ) W. (The remainder of this page is intentionally left blank.) 468962v3 MNI CL205-23 B-1 WHEREAS, the Columbia Heights Economic Development Authority (the "Authority "), the City of Columbia Heights (the "City ") and Columbia Heights Leased Housing Associates II, LLLP ( "Redeveloper ") entered into a certain Second Amended and Restated Contract for Private Redevelopment dated October 30, 2016 ( "Contract "); and WHEREAS, the Contract contains certain covenants and restrictions set forth in Articles III and IV thereof related to completing certain Minimum Improvements; and WHEREAS, the Redeveloper has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the Authority to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all construction and other physical improvements related to the Minimum Improvements specified to be done and made by the Redeveloper have been completed and the agreements and covenants in Articles III and IV of the Contract have been performed by the Redeveloper, and this Certificate is intended to be a conclusive determination of the satisfactory termination of the covenants and conditions of Articles III and IV of the Contract related to completion of the Minimum Improvements, but any other covenants in the Contract shall remain in full force and effect. (Signature page follows.) 4689620 MNI CL205 -23 Dated: , 20 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY STATE OF MINNESOTA Authority Representative ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this day of , 20 by , the of the Columbia Heights Economic Development Authority, on behalf of the Authority. Notary Public This document drafted by: Kennedy & Graven, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, MN 55402 4689620 MNI CL205 -23