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HomeMy WebLinkAbout2017-28272017 -2827 DEVELOPMENT CONTRACT FOR GRAND CENTRAL FLATS COLUMBIA HEIGHTS, MINNESOTA TABLE OF CONTENTS TO CITY OF COLUMBIA HEIGHTS DEVELOPMENT CONTRACT FOR GRAND CENTRAL FLATS, COLUMBIA HEIGHTS, MINNESOTA RECITALS ARTICLE 1— DEFINITIONS 1.1 Council 1.2 County 1.3 Developer, Owner 1.4 Developer Default 1.5 Developer Improvements 1.6 Developer Public Improvements 1.7 Development Contract 1.8 Development Plans 1.9 Development Property 1.10 Force Majeure 1.11 Formal Notice 1.12 Plat ARTICLE 2 — DEVELOPER IMPROVEMENTS 2.1 Developer Improvements 2.2 Boulevard and Area Restoration 2.3 Street Maintenance 2.4 Occupancy 2.5 Approval of Contractors and Engineer 2.6 Construction. 2.7 Inspection 2.8 Faithful Performance of Construction Contracts 2.9 Replacement of Public Improvements 2.10 City Acceptance ARTICLE 3 — RESPONSIBILITY FOR COSTS 3.1 Developer Improvement Costs 3.2 Enforcement Costs 3.3 Time of Payment ARTICLE 4 — DEVELOPER REPRESENTATIONS, WARRANTIES AND COVENANTS 4.1 Developer Representations and Warranties A. Authority ii B. No Default C. Present Compliance With Laws D. No Litigation E. Full Disclosure F. Two Year Warranty on Proper Work and Materials 4.2 Developer Covenants A. Use B. Obtaining Permits C. Construction Staging D. Continuing Compliance With Laws ARTICLE 5 — CITY REPRESENTATIONS AND WARRANTIES ARTICLE 6 — INDEMNIFICATION 6.1 Indemnification of the City ARTICLE 7 — CITY REMEDIES UPON DEVELOPER DEFAULT 7.1 City Remedies 7.2 No Additional Waiver Implied by One Waiver 7.3 No Remedy Exclusive 7.4 Emergency ARTICLE 8 - ESCROW DEPOSIT 8.1 Escrow Requirement 8.2 Escrow Release and Escrow Increase; Developer Improvements ARTICLE 9 — MISCELLANEOUS 9.1 City's Duties 9.2 No Third Party Recourse 9.3 Validity 9.4 Binding Agreement 9.5 Contract Assignment 9.6 Amendment and Waiver 9.7 Governing Law 9.8 Counterparts 9.9 Headings 9.10 Inconsistency 9.11 Access 9.12 Installation and Maintenance of Landscaping and Screening 9.13 Park Dedication 9.14 Record Drawings iii 9.15 Additional Agreements 9.16 Release of Development Contract EXHIBIT A — LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT B — LIST OF DEVELOPMENT PLANS EXHIBIT C — DEVELOPER PUBLIC IMPROVEMENTS AND REQUIRED ESCROW EXHIBIT D — PARK DEDICATION CALCULATION EXHIBIT E — FORM OF MAINTENANCE AGREEMENT IV CITY OF COLUMBIA HEIGHTS DEVELOPMENT CONTRACT FOR GRAND CENTRAL FLATS THIS DEVELOPMENT CONTRACT ( "Development Contract "), is made and entered into on the 27th day of November, 2017, by and between the CITY OF COLUMBIA HEIGHTS, a municipality of the State of Minnesota, (the "City "), and Columbia Heights Leased Housing Associates III, LLLP, a Minnesota limited liability limited partnership (the "Owner" and the "Developer). WHEREAS, the Developer has applied to the City for Site Plan Approval for the development of a multi - family apartment complex consisting of two buildings and 148 units of affordable workforce housing to be located at 1069 Grandview Way and 4729 Grand Avenue NE; WHEREAS, by Resolution No. 2017 -90, the City has approved the Site Plan referenced in such Resolution, subject to (among other items) the Developer entering into this Development Contract, and subject to the terms and conditions contained herein; WHEREAS, the Developer has filed three (3) complete sets of the Development Plans (defined below) with the City; WHEREAS, the Development Plans have been prepared by a registered professional engineer and have been submitted to and approved by the Director of the Community Development Department of the City, or his or her designee (the "City Representative "); NOW, THEREFORE, subject to the terms and conditions of this Development Contract and in reliance upon the representations, warranties and covenants of the parties herein contained, the City, Owner and Developer agree as follows: ARTICLE L DEFINITIONS The following terms, unless elsewhere defined specifically in the Development Contract, shall have the following meanings as set forth below. 1.1. COUNCIL. "Council" means the Council of the City of Columbia Heights. 1.2. COUNTY. "County" means Anoka County, Minnesota. 1.3. DEVELOPER; OWNER. "Developer" and "Owner" each mean and refer to Columbia Heights Leased Housing Associates III, LLLP, a Minnesota limited liability limited partnership. 1.4. DEVELOPER DEFAULT. "Developer Default" means and includes, jointly and severally, any event and continuance of the following or any combination thereof: A. failure by the Developer to timely pay the City any money required to be paid under the Development Contract; B. failure by the Developer to timely construct the Developer Public Improvements according to the Development Plans and the City standards and specifications; C. failure by the Developer to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Development Contract; D. breach of the Developer Warranties. 1.5. DEVELOPER IMPROVEMENTS. "Developer Improvements" means and includes all the improvements specified to be constructed in accordance with the Development Plans, including but not limited to, the Developer Public Improvements. 1.6. DEVELOPER PUBLIC IMPROVEMENTS. "Developer Public Improvements" means and includes, jointly and severally, all the improvements identified and checked on the attached Exhibit C. Developer Public Improvements are improvements to be constructed by the Developer within public right -of -way and which are to be approved and later accepted by the City. Developer Public Improvements are included within the definition Developer Improvements. 1.7. DEVELOPMENT CONTRACT. "Development Contract" means this instant contract by and among the City, Owner and Developer. 1.8. DEVELOPMENT PLANS. "Development Plans" means all those plans, drawings, specifications and surveys identified and checked on the attached Exhibit B and hereby incorporated by reference and made a part of this Development Contract. 1.9. DEVELOPMENT PROPERTY. "Development Property" means that certain real property, as the same may be improved from time -to -time, legally described as: See attached Exhibit A. 1.10. FORCE MAJEURE. "Force Majeure" means acts of God, including, but not limited to floods, ice storms, blizzards, tornadoes, landslides, lightning and earthquakes (but not including reasonably anticipated weather conditions for the geographic area), riots, insurrections, war or civil disorder affecting the performance of work, blockades, power or other utility failures, and fires or explosions. 2 1.11. FORMAL NOTICE. "Formal Notice" means notices given by one party to the other if in writing and if and when delivered or tendered either in person or by depositing it with a nationally recognized courier service for overnight delivery, or by depositing it in the United States Mail and in a sealed envelope, by certified mail, return receipt requested, with postage and postal charges prepaid, addressed as follows: If to City: City of Columbia Heights Attention: City Manager 590 40th Avenue N.E. Columbia Heights, Minnesota 55421 If to Developer: Columbia Heights Leased Housing Associates III, LLLP c/o Owen Metz, Authorized Representative 2905 Northwest Blvd., Suite 150 Plymouth, Minnesota 55441 with copy to: Winthrop and Weinstine Attn: John Nolde 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 or to such other address as the party addressed shall have previously designated by notice given in accordance with this Section. Notices shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed as provided above, provided, that a notice not given as above shall, if it is in writing, be deemed given if and when actually received by a party. 1.12. PLAT. "Plat" means the plat of Grand Central Lofts, in the City of Columbia Heights, Anoka County, Minnesota. ARTICLE 2 DEVELOPER IMPROVEMENTS 2.1. DEVELOPER IMPROVEMENTS. The Developer shall install at the Development Property, at Developer's own cost, the Developer Improvements in accordance with the Development Plans. The Developer Improvements shall be completed by the dates shown on Exhibit C except as completion dates are extended by subsequent resolution of the Council. Failure of the City to promptly take action to enforce this Development Contract after expiration of time in which the Developer Improvements are to be completed shall not waive or release any rights of the City. The City may take action at any time thereafter, and the terms of this contract shall be deemed to be automatically extended until such time as the Developer Improvements are completed to the City's reasonable satisfaction. 3 2.2. BOULEVARD AND AREA RESTORATION. The Developer shall lay cultured sod or hydro seed in all boulevards within 14 days of the completion of street related improvements and restore all other areas disturbed by the development grading operation in accordance with the approved erosion control plan, over the Development Property. 2.3. STREET MAINTENANCE. The Developer shall clear, on a daily basis, any soil, earth or debris from the streets and any stormwater BMP facilities within or adjacent to the Development Property resulting from the grading or building on the land within the Development Property by the Developer or its agents, and shall restore to the City's specifications any gravel base contaminated by mixing construction or excavation debris, or earth in it, and repair to the City's specifications any damage to bituminous surfacing resulting from the use of construction equipment. 2.4. OCCUPANCY. Unless otherwise agreed to by the City, no final or permanent certificate of occupancy for any building in the Development Property shall occur until the Developer Improvements have been fully and completely installed, as reasonably determined by the City. Unless otherwise provided for in this Development Contract, a temporary occupancy permit may be issued by the City if the Site Landscaping and Site Street Lighting are not fully completed. 2.5. APPROVAL OF CONTRACTORS AND ENGINEER. Any contractor or engineer selected by the Developer to design, construct or install any Developer Public Improvements must be approved in writing by the City Representative, which approval shall not be unreasonably withheld; provided however that the City hereby specifically approves Loucks Engineers for engineering purposes, BKV Group for architecture purposes, and Dominium Construction & Architectural Services, LLC ( "General Contractor "). 2.6. CONSTRUCTION. The construction, installation, materials and equipment related to Developer Public Improvements shall be completed in a professional manner in accordance with the Development Plans. The Developer shall cause the contractors to furnish the City Representative with a written schedule of proposed operations, subcontractors and material suppliers, at least five business (5) days prior to commencement of construction work. The Developer shall notify the City in writing, coordinate and hold a pre - construction conference with all affected parties at least three business (3) days prior to starting construction of any Developer Public Improvements. 2.7. INSPECTION. The City Representative shall periodically inspect the work installed by the Developer, its contractors, subcontractors or agents. The Developer shall notify the City Representative two (2) business days prior to the commencement of the laying of utility lines, subgrade preparation, the laying of gravel base for street construction or any other improvement work which shall be subsequently buried or covered to allow the City an opportunity to inspect such improvement work. Upon 0 receipt of said notice, the City shall have a reasonable time, not to be less than three (3)'working days, to inspect the improvements. Failure to notify the City to allow it to inspect said work shall result in the City's right pursuant to Article 8 to withhold the release of any portion of the escrow amount resulting from work being performed without the opportunity for adequate City inspection. 2.8. FAITHFUL PERFORMANCE OF CONSTRUCTION CONTRACTS. The Developer shall fully and faithfully comply with all terms of any and all contracts entered into by the Developer for the installation and construction of all of the Developer Public Improvements. Developer shall timely pay all contractors, subcontractors and materials suppliers and the Developer shall obtain and keep on file final lien waivers from all contractors, subcontractors and materials suppliers. 2.9. REPLACEMENT OF PUBLIC IMPROVEMENTS. If, within two (2) years after acceptance of the Developer Public Improvements by the City, any of the Developer Public Improvements become defective in the commercially reasonable judgment of the City, Developer agrees to repair or replace, as directed by the City and at the Developer's sole cost and expense, such defective work or materials within thirty (30) days after Formal Notice from the City to Developer. 2.10. CITY ACCEPTANCE. The Developer shall give Formal Notice to the City within fifteen (15) days after the Developer Public Improvements have been completed in accordance with this Development Contract and the Development Plans. The City shall, within thirty (30) days after receipt of such Formal Notice, inspect the Developer Public Improvements and notify the Developer of any Developer Public Improvements that do not conform to this Development Contract, the Development Plans, or City ordinances. Upon compliance with this Development Contract, the Development Plans, and City ordinances, Developer shall give Formal Notice of its approval of the Developer Public Improvements and the Developer Public Improvements shall become the property of the City. If the Developer Public Improvements do not comply with any of this Development Contract, the Development Plans, or City ordinances, the City shall give Formal Notice to the Developer of the need for further work to achieve such compliance, and Developer shall promptly make best efforts to achieve such compliance in an expedient fashion. ARTICLE 3 RESPONSIBILITY FOR COSTS 3.1. DEVELOPER IMPROVEMENT COSTS. The Developer shall pay for the Developer Improvements; that is, all costs of persons doing work or furnishing skills, tools, machinery or materials, or insurance premiums or equipment or supplies and all just claims for the same; and the City shall be under no obligation to pay the contractor or any subcontractor any sum whatsoever on account thereof, whether or not the City shall have approved the contract or subcontract. 5 3.2. ENFORCEMENT COSTS. The Developer shall pay the City for costs incurred in the enforcement of this Development Contract, including engineering and attorneys' fees. 3.3. TIME OF PAYMENT. The Developer shall pay all bills from the City within thirty (30) days after delivery of an invoice from the City. Invoices not paid within thirty (30) days shall accrue interest at the rate of 6 % per year, beginning from the date of the invoice and continuing until such time that the invoiced amount, plus all interest accrued thereon, has been paid in full. ARTICLE 4 DEVELOPER REPRESENTATIONS, WARRANTIES AND COVENANTS 4.1. DEVELOPER REPRESENTATIONS AND WARRANTIES. Developer hereby represents and warrants as follows (the following in this Section 4. 1, collectively, the "Developer Warranties "): A. AUTHORITY. Developer is organized and in good standing under the laws of the State of Minnesota. Developer has the right, power, legal capacity and authority to enter into and perform its obligations under this Development Contract, and no approvals or consents of any persons are necessary in connection with the authority of Developer to enter into and perform its obligations under this Development Contract. B. NO DEFAULT. Developer is not in default under any lease, contract or agreement to which it is a party or by which it is bound which would materially affect performance under this Development Contract. Developer is not a party to or bound by any mortgage, lien, lease, agreement, instrument, order, judgment or decree which would prohibit the execution or performance of this Development Contract by Developer or prohibit any of the transactions provided for in this Development Contract. C. PRESENT COMPLIANCE WITH LAWS. Developer has complied with and is not in violation of applicable federal, state or local statutes, laws, and regulations (including, without limitation, permits and licenses and any applicable zoning, environmental or other law, ordinance or regulation) affecting the Development Property, the Development Plans and the Developer Improvements; and Developer is not aware of any pending or threatened claim of any such violation. D. NO LITIGATION. To the best of Developer's knowledge and except as disclosed in writing to the City, there is no suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending, or threatened against or affecting Developer, of affecting the Development Property, the Development Plans or the Developer Improvements. Developer is not in material default with respect to any order, writ, injunction or decree no of any federal, state, local or foreign court, department, agency or instrumentality. E. FULL DISCLOSURE. None of the representations and warranties made by Developer or made in any exhibit hereto or memorandum or writing furnished or to be furnished by Developer or on its behalf contains or will contain any untrue statement of material fact or omit any material fact the omission of which would be misleading. F. TWO YEAR WARRANTY ON PROPER WORK AND MATERIALS. The Developer warrants all work required to be performed by it under this Development Contract against poor material and faulty workmanship for a period of two (2) years after its completion and acceptance by the City. The Developer shall be solely responsible for all costs of performing repair work required by the City within thirty (30) days of the repair work being completed. 4.2. DEVELOPER COVENANTS. Developer hereby covenants to the City as follows: A. USE. In accordance with this Development Contract and all approvals granted in connection therewith, the Property will be used as a multifamily residential property, and for no other purpose. B. OBTAINING PERMITS. The Developer shall obtain in a timely manner and pay for all required permits, licenses and approvals, and shall 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 Developer Improvements may be lawfully constructed. C. CONSTRUCTION STAGING. Prior to the issuance of construction permits, the Developer shall submit, or cause for the General Contractor to submit, proposed construction routes and construction access locations for review and approval by the City Representative. The Developer shall also provide, or shall cause for the General Contractor to provide, a construction staging plan depicting material storage areas and contractor parking areas. A right of way permit is required for any construction related impacts to the public right of way. Developer agrees to stage materials and make use of access routes only as depicted by the plans approved by the City Representative, and to cause for General Contractor to do the same. D. CONTINUING COMPLIANCE WITH LAWS. Developer will comply with all applicable federal, state and local statutes, laws and regulations (including, without limitation, permits and licenses and any applicable zoning, environmental or other law, ordinance or regulation) affecting the Property, the Development Plans and the Developer Improvements. 7 ARTICLE 5 CITY REPRESENTATIONS AND WARRANTIES The City hereby represents and warrants that it is a municipal corporation duly incorporated and validly existing in good standing the laws of the State of Minnesota, and that it has the right, power, legal capacity and authority to enter into and perform its obligations under this Development Contract. ARTICLE 6 INDEMNIFICATION 6.1. INDEMNIFICATION OF THE CITY. Except for any damages or claims that arise solely from the willful misconduct or gross negligence of the City, the Developer shall indemnify, defend and hold the City its Council, agents, employees, attorneys and representatives harmless against and in respect of any and all claims, demands, actions, suits, proceedings, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and attorneys' fees, that the City incurs or suffers, which arise out of, results from or relates to: A. breach by the Developer of the Developer Warranties; B. failure of the Developer to timely construct the Developer Public Improvements according to the Development Plans and the City ordinances, standards and specifications; C. failure by the Developer to observe or perform any covenant, conditions, obligation or agreement on its part to be observed or performed under this Development Contract; D. failure by the Developer to pay contractors, subcontractors, laborers, or materialmen in relation to the Developer Improvements; E. failure by the Developer to pay for materials in relation to the Developer Improvements; F. failure to obtain the necessary permits and authorizations to construct the Developer Improvements; G. any defect in the construction of the Developer Improvements. ARTICLE 7 CITY REMEDIES UPON DEVELOPER DEFAULT 7.1. CITY REMEDIES. If a Developer Default occurs, that is not caused by Force Majeure, the City shall give the Developer Formal Notice of the Developer Default, specifying the nature of the asserted default, and the Developer shall have a period of thirty (30) days within which to cure the default (the "Cure Period "). At the sole discretion of the City Representative, the Cure Period may be extended by the City for a reasonable period of time (the "Extended Cure Period "), provided that the Developer submits to the City, within the Cure Period, a Formal Notice identifying a reasonable plan and timeline for cure of the default. If the Developer does not cure the Developer Default within the Cure Period or Extended Cure Period, as applicable, or if Developer at any time during the Extended Cure Period has failed to diligently pursue to completion the plan identified by Developer in its request for extension of the Cure Period, then the City may avail itself of any remedy afforded by law and any of the following remedies: A. the City may specifically enforce this Development Contract; B. the City may suspend any work improvement or obligation to be performed by the City, C. the City may collect on the irrevocable letter of credit or cash deposit; D. the City may deny building and occupancy permits for buildings within the Development Property; E. the City may, at its sole option, perform the work or improvements to be performed by the Developer, in which case the Developer shall within thirty (30) days after receipt of an invoice by the City reimburse the City for any costs and expenses incurred by the City. Invoices not paid within thirty (30) days shall accrue interest at the rate of 6% per year, beginning from the date of the invoice and continuing until such time that the invoiced amount, plus all interest accrued thereon, has been paid in full. In the alternative, the City may in whole or in part, specially assess any of the costs and expenses incurred by the City; and the Developer and Owner hereby waive any and all procedural and substantive objections to the installation and construction of the work and improvements and the special assessment resulting therefrom, including but not limited to notice and hearing requirement and any claim that the special assessments exceed benefit to the Development Property. The Developer and Owner hereby waive any appeal rights up to the "Total Cost and Escrow Amount' indicated on Exhibit C pursuant to Minn. Stat. 429.081. Upon the occurrence and during the continuance of an event of default, the limited partners of the Owner shall have the right to cure any such default and the City shall accept such default as if cured by the Owner itself. 7.2. NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER. In the event any agreement contained in this Development Contract is breached by the Developer and thereafter waived in writing by the City, such waiver shall be limited to the particular J breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. All waivers by the City must be in writing. 7.3. NO REMEDY EXCLUSIVE. No remedy herein conferred upon or reserved to the City shall 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 the Development Contract or now or hereafter existing at law or in equity or by statute; provided however that the City shall not have the power to exercise both the remedy provided by Section 7.1(C) and, concurrently or sequentially, the remedy provided by Section 7.1(E), to the extent that the remedy in Section 7.1(C) provides reimbursement to the City for any costs and expenses incurred by the City. 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 City to exercise any remedy reserved to it, it shall not be necessary to give notice, other than the Formal Notice. 7.4. EMERGENCY. Notwithstanding the requirement relating to Formal Notice to the Developer in case of a Developer Default and notwithstanding the requirement relating to giving the Developer a thirty (30) day period to cure the Developer Default, in the event of an emergency as determined by the City Representative, resulting from a Developer Default, the City may perform the work or improvement to be performed by the Developer without giving any notice or Formal Notice to the Developer and without giving the Developer a period to cure the Developer Default. In such case, the Developer shall within thirty (30) days after written billing by the City reimburse the City for any and all costs incurred by the City. In the alternative, the City may, in whole or in part, specially assess the costs and expenses incurred by the City; and the Developer and Owner hereby waive any and all procedural and substantive objections to the installation and construction of the work and improvements and the special assessments resulting there from, including but not limited to notice and hearing requirements and any claim that the special assessments exceed benefit to the Property. The Developer and Owner hereby waive any appeal rights up to the amount indicated on Exhibit C pursuant to Minn. Stat. 429.081. ARTICLE 8 ESCROW DEPOSIT 8.1. ESCROW REQUIREMENT. Contemporaneously herewith, the Developer shall deposit with the City an irrevocable letter of credit, or cash deposit in the amount of $206,875.00, as set forth on Exhibit C (the "Security "). All cost estimates shall be acceptable to the City Representative. The total escrow amount was calculated as shown on the attached Exhibit C. The bank issuing the irrevocable letter of credit and form of the irrevocable letter of credit, or cash deposit shall be subject to approval by the City Finance Director and City Attorney and shall continue to be in full force and effect until released by the City pursuant to Section 8.2 below. The Security shall be maintained until the landscaping improvements in Section 8.2 below have been 10 accepted by the City and the warranty period under Section 4.1(F) hereof has expired, and further'provided that if the Security is in the form of an irrevocable letter of credit, such letter shall state that at least sixty (60) days prior to the expiration date the issuing bank will notify the City if the bank elects not to renew for an additional period. The Security shall secure compliance by the Developer with the terms of this Development Contract. The City may draw down on the Security, for any of the following reasons: A. a Developer Default, following the notice and cure periods provided for in Section 7.1 hereof, or B. without any further notice and notwithstanding Section 7.1 hereof, if the Security is in the form of an irrevocable letter of credit, within ten (10) business days prior to the date on which such letter is scheduled to lapse, if the City has not received written evidence of the renewal of such irrevocable letter of credit. With City approval, the Security may be reduced pursuant to Section 8.2 from time to time as financial obligations are paid. 8.2. ESCROW RELEASE AND ESCROW INCREASE; DEVELOPER IMPROVEMENTS. Periodically, upon the Developer's written request and upon completion by the Developer and acceptance by the City of any specific Developer Public Improvements, the Security may be reduced to an amount such that the percentage of the Security that has been released is proportional to the percentage of the Developer Public Improvements that have been completed, measured in terms of costs under the approved Development Plans. Notwithstanding the foregoing, $20,687.50 of the Security shall be held by the City until such time that the landscaping improvements have been accepted by the City and the warranty period under Section 4.1(F) hereof has expired. In the alternative, provided at least ninety percent (90 %) of the Developer Public Improvements have been completed, the Developer may post a bond satisfactory to the City in the amount of $20,687.50, which shall remain in place until the landscaping improvements have been accepted by the City and the warranty period under Section 4.1(F) hereof has expired. If it is determined by the City that the Development Plans were not strictly adhered to, or that work was done without City inspection, the City may require, as a condition of acceptance, that the Developer post an irrevocable letter of credit, or cash deposit equal to 125% of the estimated amount necessary to correct the deficiency or to protect against deficiencies arising there from. Said additional irrevocable letter of credit, or cash deposit, shall remain in force for such time as the City deems reasonably necessary, not to exceed two (2) years. In the event that any work was done without City inspection and such work is not readily visible by a City inspector, then the City may, in the alternative, require the concealed condition to be exposed for inspection purposes. 11 ARTICLE 9 MISCELLANEOUS 9.1. CITY'S DUTIES. The terms of this Development Contract shall not be considered an affirmative duty upon the City to complete any Developer Improvements. 9.2.• NO THIRD PARTY RECOURSE. Third parties sshall have no recourse against the City under this Development Contract. 9.3. VALIDITY. If any portion, section, subsection, sentence, clause, paragraph or phrase of this Development Contract is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion of this Development Contract. 9.4. BINDING AGREEMENT. The parties mutually recognize and agree that all terms and conditions of this recordable Development Contract shall run with the Property and shall be binding upon the heirs, successors, administrators and assigns of the Developer. 9.5. CONTRACT ASSIGNMENT. The Developer may not assign this Development Contract without the written permission of the City, which may be given or withheld in the City's sole discretion. 9.6. AMENDMENT AND WAIVER. The parties hereto may by mutual written agreement amend this Development Contract in any respect. Any party hereto may extend the time for the performance of any of the obligations of another, waive any inaccuracies in representations by another contained in this Development Contract or in any document delivered pursuant hereto which inaccuracies would otherwise constitute a breach of this Development Contract, waive compliance by another with any of the covenants contained in this Development Contract and performance of any obligations by the other or waive the fulfillment of any condition that is precedent to the performance by the party so waiving of any of its obligations under this Development Contract. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. No waiver of any of the provisions of this Development Contract shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. 9.7. GOVERNING LAW. This Development Contract shall be governed by and construed in accordance with the laws of the State of Minnesota. 9.8. COUNTERPARTS. This Development Contract may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 12 9.9. HEADINGS. The subject headings of the paragraphs and subparagraphs of this Development Contract are included for purposes of convenience only, and shall not affect the construction of interpretation of any of its provisions. 9.10. INCONSISTENCY. If the Development Plans are inconsistent with the words of this Development Contract or if the obligations imposed hereunder upon the Developer are inconsistent, then that provision or term which imposes a greater and more demanding obligation on the Developer shall prevail. 9.11. ACCESS. The Developer hereby grants to the City, its agents, employees, officers, and contractors a license to enter the Property to perform all inspections deemed appropriate by the City during the installation of Developer Improvements by the Developer. 9.12. INSTALLATION AND MAINTENANCE OF LANDSCAPING AND SCREENING. The following regulations shall govern the installation and maintenance of landscaping, and of screening materials for the screening of trash handling equipment and mechanical equipment. A. All landscaping materials and screening materials shall be installed concurrently with site development and prior to issuance of a final certificate of occupancy for any building on the Property, and shall conform to City code in all respects. B. The City may draw down on the Security, or portions thereof, in order to install, maintain and /or replace materials for a period of time to include two (2) full growing seasons, as defined by MnDOT specifications. A portion of the letter of credit may be released after one growing season as determined by the City Representative. C. The Owner shall be responsible for continued maintenance of fencing, landscaping and screening materials to remain in compliance with the requirements of this Section. D. All Development Property turf irrigation systems shall include rain detecting shutoff devices to control irrigation function during wet weather. 9.13. PARK DEDICATION. Subject to reduction for all applicable existing credits in favor of the Developer, the City hereby determines Park Dedication Fees in the amount of $1,500.00 per residential unit, and that such fees shall be paid by Developer prior to issuance of any and all permits. The calculation shall be as provided in Exhibit D. 9.14. RECORD DRAWINGS. The Owner shall provide to the City, upon completion of the Developer Improvements, a complete set of drawings (the "Record Drawings ") documenting the constructed or "as- built" condition of the Developer Improvements. 13 The Record Drawings shall be submitted in electronic and hard copy form consistent with City requirements, and be provided to the City Representative within six (6) months of the completion of the Developer Improvements. Additionally, the Owner, or General Contractor on behalf of Owner, shall include in the Record Drawings GPS data of all sanitary sewer and water main service locations at the service extensions or property lines. The GPS data shall include X, Y & Z coordinate data consistent with City requirements. 9.15. ADDITIONAL AGREEMENTS. A. Maintenance Agreement. The Owner of the Development Property, and its successors and assigns beyond the expiration of this Development Contract, shall be responsible for maintenance and repair to, and snow removal from, the parking areas to be located along the eastern side of Grand Avenue Northeast between 47th Avenue Northeast and Grandview Court Northeast. Upon the completion of the Developer Public Improvements, the Owner shall execute a "Maintenance Agreement" in the form attached hereto as Exhibit E and shall immediately file the Maintenance Agreement with the Anoka County Recorder's Office. B. Public Sidewalk on Development Pro e�rty. Developer agrees that it will grant an easement in favor of the public for a sidewalk to be located on the Development Property, adjacent to the eastern side of Grand Avenue Northeast between 47th Avenue Northeast and Grandview Court Northeast. The easement grant shall be in form and substance reasonably acceptable to the City, and Developer shall, upon request of the City, immediately file the same with the Anoka County Recorder's Office. C. Erosion Control. Prior to issuance of a land alteration permit for the Development Property, Developer shall submit to City Representative and obtain City Representative's written approval of Stormwater Pollution Prevention Plan (SWPPP) for the Development Property. Developer's SWPPP must meet the Best Management Practices standards set by the Minnesota Pollution Control Agency and City standards. Developer's SWPPP shall include all perimeter erosion control features, temporary stockpile locations, turf restoration procedures, concrete truck washout areas and any other best management practices to be utilized within the Project. D. Stormwater Facilities Construction. " Stormwater Facilities" shall include: detention basins, retention basins, filtration systems (such as rainwater gardens, vegetated swales, infiltration basins, vegetated filters, filter strips, curbless parking lot islands, parking lot islands with curb -cuts, traffic islands, tree box filters, bioretention systems or infiltration trenches), underground systems (such as media filters, underground sand filters, underground vaults, sedimentation chambers, underground infiltration systems, pre- manufactured pipes, modular structures, hydrodynamic separators, and such other similar 14 facilities as are necessary for the achievement of stormwater management objectives as would be accomplished by the above - referenced facilities. Stormwater Facilities shall be maintained by the Developer during construction of the Project and for a minimum of two (2) full growing seasons after completion of the Project to ensure that soil compaction, erosion, clogging, vegetation loss, channelization of flow or accumulation of sediment are not occurring, and thereafter by the Owner of the Property. Planting and maintenance plans, as applicable, for the installation of Stormwater Facilities, shall be submitted to the City Representative prior to any building permits being issued for the Project. Developer shall employ a qualified design professional to monitor construction of the Stormwater Facilities for conformance to the Minnesota Pollution Control Agency publication entitled "Minnesota Stormwater Manual" current edition. Maintenance techniques must be used during construction to protect the infiltration capacity of all Stormwater Facilities by limiting soil compaction to the greatest extent possible. This must include delineation of the proposed infiltration system with erosion control fencing prior to construction; installation of the infiltration system using low- impact earth moving equipment; and not allowing equipment, vehicles, supplies or other materials to be stored or allowed in the areas designated for Stormwater Facilities during construction. In areas of structural infiltration Developer shall prior to construction of the infiltration system provide a plan that addresses: (i) construction management practices to assure infiltration systems will be functional; (ii), erosion control measures; (iii) infiltration capacity; (iv) performance specifications that the completed infiltration systems must meet to be considered functional by the City and (v) corrective actions that will be taken if the infiltration system does not meet the performance specification. All Stormwater Facilities must be inspected prior to final grading to ensure that the area is infiltrating as proposed and to determine if corrective measures are required to allow infiltration as proposed. E. Stormwater Facilities Monitoring. Field verification of post - construction infiltration rates must be provided to the City within 30 days after the first rainfall event of /2 inch or greater after the Stormwater Facilities become operational. If infiltration rates are less than what was proposed to the City Representative in the planting and maintenance plans referenced in Section 9.15(B) hereof, a plan to restore adequate infiltration must be provided within 90 -days of the field verification test. The work required to bring the Stormwater Facilities into compliance must be implemented within 60 days of City approval of the plan. Pervious surfaces shall be stabilized with seed and mulch or sod and all impervious surfaces must be completed prior to final grading and planting of the Stormwater Facilities. If requested, Developer shall grant to any watershed district with jurisdiction over the Development Property (including the Mississippi Watershed Management Organization), easements relating to the maintenance and monitoring of the Stormwater Facilities, in form and substance as is customary for such easements. 15 F. Public Art. The Development Plans include areas designated for public art, including functional objects such as bike racks, at the Northeast corner of the intersection of 47th Avenue Northeast and Grand Avenue Northeast. All pieces shall be original artwork created specifically for the site. Prior to selection of functional art objects or public art pieces, Developer shall obtain approval of the.same by the City Representative or its designee, such approval not to be unreasonably withheld, conditioned or delayed. Public art projects shall not exclusively include artwork done by a project architect, landscape architect, engineer or other member of the project team. Developer's obligations to pay for any public art required hereunder shall not exceed the amount set forth on Exhibit C attached hereto. The original artwork cost does not include the cost for bike racks in the public art areas. G. Crosswalks. Developer shall be responsible for the cost of construction of two (2) crosswalks located at 47th Avenue Northeast and Grand Avenue Northeast, and two (2) crosswalks located at the south entrance to the Property with connection to the "Pocket Park." The crosswalks shall be in locations approved by the City Representative. H. Monument Signs. Developer shall be responsible for the cost of construction of two (2) monument signs, one of which will read "Grand Central Flats" and the other of which will read "Grand Central Neighborhood," each in locations shown on the Development Plans or otherwise approved by the City Representative. 9.16. RELEASE OF DEVELOPMENT CONTRACT. Upon completion of all Developer Improvements and all Developer Public Improvements, and upon the expiration of the two -year warranty period set forth in Section 4.1(F) hereof, the Developer may submit to the City a draft release of this Development Contract for review and approval by the City's attorney. 728049 -v4 [SIGNATURES TO APPEAR ONFOLLOWING PAGES] 16 IN WITNESS WHEREOF, the parties have executed this Development Contract as of November 27, 2017. CITY: CITY OF COLUMBIA HEIGHTS a Minnesota municipal corporation By: Donna Schmitt, Mayor B 1; , Y• : o Walter Fehst, City Manager STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this -UL day of November, 2017, by Donna Schmitt and by Walter Fehst, respectively being the Mayor and City Manager of the City of Columbia Heights, a Minnesota municipal corporation, who executed the foregoing instrument on behalf of said municipal corporation. A" Notary Public SHELLEY SUE HANSON NOTARY PUBLIC . MINNESOTA My Commission Expires Jan. 31, 2021 17 IN WITNESS WHEREOF, the parties have executed this Development Contract as of November 27, 2017. DEVELOPER & OWNER: COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLP a Minnesota limited liability limited partnership By: Columbia Heights Leased Housing Associates III, LLC a Minnesota limited liability company Its: General Partner By: Name: Owen Metz Its: Authorized Representative STATE OF MINNESOTA ) H,e r) n e ss. COUNTY OF A ) The foregoing instrument was acknowledged before me this 7A SL- day of November, 2017, by Owen Metz, the Authorized Representative of Columbia Heights Leased Housing Associates III, LLC, a Minnesota limited liability company, which is the General Partner of Columbia Heights Leased Housing Associates II1, LLLP, a Minnesota limited liability limited partnership, who executed the foregoing instrument on behalf of said limited liability limited partnership. 4 KERRY J KO'C I NOTARY PoE31zc Notary Public q, MINNESOTA C x!mr�san Ex"- Jan. 35, 202.2 . THIS INSTRUMENT DRAFTED BY: Keith Dahl Economic Development Manager City of Columbia Heights 590 40th Avenue N.E. Columbia Heights, MN 55421 763/706 -3674 Barna, Guzy, and Steffen, Ltd. City Attorney Thomas R. Wentzell, Esq. 200 Coon Rapids Boulevard Suite 400 Coon Rapids, MN 763/783 -5116 IN WITNESS WHEREOF, the parties have executed this Development Contract as of November 27, 2017. DEVELOPER & OWNER: COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLP a Minnesota limited liability limited partnership By: Columbia Heights Leased Housing Associates III, LLC a Minnesota limited liability company Its: General Partner By: _ Name: Owen Metz Its: Authorized Representative STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this day of November, 2017, by Owen Metz, the Authorized Representative of Columbia Heights Leased Housing Associates III, LLC, a Minnesota limited liability company, which is the General Partner of Columbia Heights Leased Housing Associates III, LLLP, a Minnesota limited liability limited partnership, who executed the foregoing instrument on behalf of said limited liability limited partnership. THIS INSTRUMENT DRAFTED BY: Keith Dahl Economic Development Manager City of Columbia Heights 590 40th Avenue N.E. Columbia Heights, MN 55421 763/706 -3674 Notary Public Barna, Guzy, and Steffen, Ltd. City Attorney Thomas R. Wentzell, Esq. 200 Coon Rapids Boulevard Suite 400 Coon Rapids, MN 763/783 -5116 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY That certain real property in Anoka County, Minnesota, legally described as follows: Parcel 1: Lots 1 and 2, Block 1, Grand Central Lofts, according to the recorded plat thereof, Anoka County, Minnesota. Parcel 2: Outlot A, Grand Central Lofts, according to the recorded plat thereof, Anoka County, Minnesota. Abstract Property EXHIBIT B LIST OF DEVELOPMENT PLANS Those certain plans, specifications, and design drawings prepared by BKV Group and submitted to the City Council on September 29, 2017, consisting of 25 pages and titled "Columbia Heights Family Apartments — 09/29/2017 — City Council Submission," which plans were approved by the City Council on October 9, 2017. EXHIBIT C DEVELOPER PUBLIC IMPROVEMENTS AND REQUIRED ESCROW Improvements and Escrow Items ITEM COST Site Erosion Control/Restoration $12,500 Landscaping and Screening (per Section 9.12) $118,750 Stormwater Retention System $31,250 Grand Avenue On- Street Parking $15,625 Public Art on 47th and Grand Avenue $1,875 Monument Signs "Grand Central Flats" and "Grand Central Neighborhood" $22,500 Crosswal L $4,375 TOTAL COST AND ESCROW AMOUNT: 1 $206,875 *The Developer Public Improvements shall be completed within twenty -four (24) months following the date of this Development Contract. EXHIBIT D PARK DEDICATION CALCULATION Park Dedication Fee = $1,500 x 148 residential units = $2221000 EXHIBIT E FORM OF MAINTENANCE AGREEMENT MAINTENANCE AGREEMENT THIS MAINTENANCE AGREEMENT ( "Agreement ") is made on this 27th day of November, 2017, by and between Columbia Heights Leased Housing Associates III, LLLP, a Minnesota limited liability limited partnership ( "Owner ") and the City of Columbia Heights, a municipal corporation under the laws of the State of Minnesota (the "City ") (Owner and City are sometimes hereinafter, collectively, the "Parties "). WITNESSETH: WHEREAS, the Parties have entered into a Development Contract for Grand Central Flats (the "Development Contract ") dated as the 27th day of November, 2017, relating to the construction and development of a multi - family apartment complex by Owner, on the real property owned by Owner, located at 1069 Grandview Way and 4729 Grand Avenue NE, Columbia Heights, Minnesota and legally described on Exhibit A attached hereto (the "Property "); WHEREAS, pursuant to the Development Contract, certain on- street parking will be located along the eastern side of Grand Avenue Northeast between 47th Avenue Northeast and Grandview Court Northeast, in the location depicted and identified as "Fourteen (14) Parallel Parking Stalls" on Exhibit B attached hereto (the "Street Parking "), and Owner will be responsible for the maintenance and repair to, and snow removal from, such Street Parking; and WHEREAS, pursuant to the Development Contract, the Parties have agreed to enter into this Agreement, to provide for such maintenance and repair to, and snow removal from, the Street Parking in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises of the Parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. Design and Construction. Owner, at Owner's sole cost and expense, will be responsible for the design, construction and installation of the Street Parking, in accordance with the "Development Plans" (as that term is defined within the Development Contract) or as otherwise approved in writing by the City. Owner shall obtain all permits and approvals that are required by the City in connection with the construction and installation of the Street Parking, and the City shall inspect the work to confirm that it is in conformity with City street parking standards. E -1 2. Maintenance. Once the Street Parking has been constructed, and during the term of this Agreement, Owner will be responsible, at its sole cost and expense, for the routine maintenance, repair, replacement and restoration of the Street Parking. Without limiting any of the foregoing, specifically included in Owner's obligations under this section related to the Street Parking are snow removal, asphalt and curb repair and replacement, striping and restriping of parking spaces, and the maintenance of any signs within or serving the Street Parking. 3. License. The City hereby grants Owner, its assigns, contractors and employees, a license to access the Street Parking for purposes of carrying out its obligations under the terms of this Agreement. 4. Right to Perform. Without limiting any other provision of this Agreement, if Owner is in continuing default with respect to its obligations to maintain the Street Parking in accordance this Agreement, the City shall have the right, but not the obligation, to cure such default by the payment of money or the performance of some other action, subject to reimbursement of such expense by Owner; provided, that the City, acting in good faith, shall have the right to cure such default upon such advance notice to the Owner as is reasonably possible under the circumstances or, if necessary in the case of emergency, without advance notice, so long as notice is given as soon as possible thereafter. In the event the City shall cure a default, the Owner shall reimburse the City for all reasonable out -of- pocket costs and expenses incurred in connection with such curative action, plus (i) ten percent (10 %) thereof as compensation for administration, overhead and other non - out -of- pocket costs, and (ii) interest at the an interest rate equal to the lesser of (y) the "Prime Rate" in the Wall Street Journal under the heading Money Rates, plus 4 %, and (z) the maximum lawful rate of interest, within ten (10) days of receipt of demand, together with reasonable documentation supporting the expenditures made. In the alternative, the City may in whole or in part, specially assess against the Property any of the costs and expenses incurred by the City under this Section; and the Owner hereby waives any and all procedural and substantive objections to the performance of the City's work hereunder and the special assessment resulting therefrom. 5. Notices. All notices required or permitted to be given hereunder shall be given in writing. A notice or other communication shall be deemed to have been given and shall be effective, (i) if delivered by hand, when physically received by the party to whom notice is being delivered, or upon such party's refusal to accept delivery, or (ii) if delivered by an overnight delivery service or by United States certified mail, on the date such notice or other communication is deposited with the overnight delivery service or deposited in the U.S. mail postage prepaid addressed to the other party, whichever occurs earlier. As of the date of this Agreement, the notice addresses for the Parties are as follows: City: City of Columbia Heights Attention: City Manager 590 40th Avenue N.E. Columbia Heights, MN 55421 E -2 Owner: Columbia Heights Leased Housing Associates IIl, LLLP c/o Owen Metz, Authorized Representative 2905 Northwest Blvd., Suite 150 Plymouth, Minnesota 55441 with copy to: Winthrop and Weinstine Attn: John Nolde 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 6. Successors and Assigns. The obligations of Owner hereunder shall run with the Property. This Agreement shall be binding upon and inure to the benefit of Owner and the City and their respective successors and assigns. 7. Severability. If any provision of this Agreement is invalid or unenforceable, such provision, if feasible, shall be deemed to be modified to be within the limits of enforceability or validity; if, however, the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. 8. Headings. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 9. Entire Agreement; Amendment. This Agreement, including the Exhibits, contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior written or oral agreements and understandings between the parties pertaining to such subject matter. This Agreement shall not be modified, amended, supplemented or revised, except by a written document signed by both parties. 10. Recitals /Exhibits. The above recitals are true and correct and constitute an integral part of this Agreement. All exhibits referred to in and attached to this Agreement are incorporated in and made a part of this Agreement. 11. Controlling Law. This Agreement shall be construed, performed and enforced in accordance with the laws of the State of Minnesota. 12. Counterpart Signatures. This Agreement may be executed simultaneous in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute on and the same instrument. [Signatures to appear on following page] E -3 IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of November 27, 2017. CITY: CITY OF COLUMBIA HEIGHTS a Minnesota municipal corporation Lo Donna Schmitt, Mayor By: Walter Fehst, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this day of November, 2017, by Donna Schmitt and by Walter Fehst, respectively being the Mayor and City Manager of the City of Columbia Heights, a Minnesota municipal corporation, who executed the foregoing instrument on behalf of said municipal corporation. Notary Public E -4 IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of November 27, 2017. OWNER: COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLP a Minnesota limited liability limited partnership By: Columbia Heights Leased Housing Associates III, LLC a Minnesota limited liability company Its: General Partner By: Name: Owen Metz Its: Authorized Representative STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this day of November 2017, by Owen Metz, the Authorized Representative of Columbia Heights Leased Housing Associates III, LLC, a Minnesota limited liability company, which is the General Partner of Columbia Heights Leased Housing Associates III, LLLP, a Minnesota limited liability limited partnership, who executed the foregoing instrument on behalf of said limited liability limited partnership. THIS INSTRUMENT WAS DRAFTED BY: Barna, Guzy & Steffen Ltd. (TRW) 400 Northtown Financial Plaza 200 Coon Rapids Blvd. Coon Rapids, MN 55433 Telephone: (763) 780 -8500 E -5 Notary Public EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY That certain real property in Anoka County, Minnesota, legally described as follows: Parcel 1: Lots 1 and 2, Block 1, Grand Central Lofts, according to the recorded plat thereof, Anoka County, Minnesota. Parcel 2: Outlot A, Grand Central Lofts, according to the recorded plat thereof, Anoka County, Minnesota. Abstract Property E -6 EXHIBIT B DEPICTION OF PARKING AREA E -7 •�s eg w §'s 0 � Z o WIN CO (L l 1 U E w S (N � s Yz o p gIs> ijf, °iPa ppeialp?p5e. '�s a 3g3gaqS;;,9pe Ejt 3teaE;'i §Qk�6QQSIieF9Q��iSF�iG S�f ;" ' 9� ; sJ'1' �_I F� Q 9 B f 0 �ny �_Ik�� o F9o•Q'Op i S� '�i � ifrSE� � 2� � 3 � C � °. 0 y s. r ' n' o e {f 1 / y5 -M cY q :�F3y Fs k y 6Y§§ E ! :r 14,�4c��� ] IF Seltl€tl11 gads q e `eC e5 mg a� 111 l y t " O Q ,\/O coo rn a� E a> 0 z z U) 0 _ Z 49f¢ .J U) �r w W= Q �m 0