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Home My WebLink About20170807_EDA_Packet ECONOMIC ECONOMIC DEVELOPMENT DEVELOPMENT AUTHORIAUTHORITTY AGENDAY AGENDA August 7August 7,, 20120177 6:30 pm6:30 pm, or immediately following the Housing & Redevelopment Authority Meeting, or immediately following the Housing & Redevelopment Authority Meeting City HallCity Hall CConferenceonference Room Room 11 thth 590590 4040 Avenue NEAvenue NE Columbia Heights, MN 55421Columbia Heights, MN 55421 1.1.Call to OrderCall to Order 2.2.Roll Call Roll Call 3.3.Pledge of AllegiancePledge of Allegiance CONSENT AGENDACONSENT AGENDA 4.4.Approve minutes of Approve minutes of JuJuly 10,ly 10, 20120177 5.5.Approve Financial Report Approve Financial Report andand Payment of Bills forPayment of Bills for JuneJune,, 20172017 Resolution Resolution 20172017--2222 Motion:Motion: Move to approve Consent Agenda as presented.Move to approve Consent Agenda as presented. BUSINESS ITEMSBUSINESS ITEMS 6.6.Approve Approve 4747thth and Grand Avenue and Grand Avenue Contract Contract forfor Private Redevelopment Private Redevelopment Motion: Motion: Move to waive the reading of Resolution 2017Move to waive the reading of Resolution 2017--2323, there being ample copies , there being ample copies available to the public.available to the public. Motion:Motion: Move to adopt Resolution 2017Move to adopt Resolution 2017--23, a resolution approving the Contract for 23, a resolution approving the Contract for Private Redevelopment with Columbia Heights Leased Housing Associates III, LLLP and Private Redevelopment with Columbia Heights Leased Housing Associates III, LLLP and awarding the sale of, and providing the form, terms, covenants and directions for the awarding the sale of, and providing the form, terms, covenants and directions for the issuance ofissuance of its tax increment revenue note, series 20__ pursuant to the Contract.its tax increment revenue note, series 20__ pursuant to the Contract. 7.7.AAuthorize uthorize AAppropriationppropriation of Certain of Certain EDA Funds EDA Funds Motion: Motion: Move to waive the reading of Resolution 2017Move to waive the reading of Resolution 2017--2424, there being ample copies , there being ample copies available to the public.available to the public. Motion:Motion: Move to adopt Move to adopt Resolution 2017Resolution 2017--2424, , a ra resolutionesolution authorizing the appropriation authorizing the appropriation of certain funds for economic redevelopment purposes.of certain funds for economic redevelopment purposes. September 5, September 5, 20172017 The next The next regularly scheduled regularly scheduled EDA EDA meeting meeting will be on will be on .. 8.8.Ratification of Ratification of 3841 Central Avenue NE 3841 Central Avenue NE Purchase Agreement Purchase Agreement Motion: Motion: Move to waive the reading of Resolution 2017Move to waive the reading of Resolution 2017--2525, there being ample , there being ample copies copies available to the public.available to the public. Motion:Motion: Move to adopt Resolution 2017Move to adopt Resolution 2017--2525, , a ra resolutionesolution ratifying the purchase ratifying the purchase agreement between the Columbia Heights Economic Development Authority and Angel agreement between the Columbia Heights Economic Development Authority and Angel Robles.Robles. OTHER BUSINESSOTHER BUSINESS 9.9.AdjournAdjourn ECONOMECONOMIIC DEVELOC DEVELOPPMENT AUTHORMENT AUTHORIITYTY(EDA) (EDA) MMIINUTES ONUTES OFFTHE STHE SPPECECIIAALLMEETMEETIING ONG OFF JULY 10, 201JULY 10, 20177 TThheemmeeteetining wag wasscalcallled toed toordeorderraat 6:3t 6:300ppmmbbyyVViice Presce PresiidedennttDDoonnnna Schma Schmiitt. tt. MMeemmbbererssPrePresseennt:t:WWiilllliiaammss,,MMurzurzynyn, Herr, Herrininger,ger,SchmSchmiitttt,,NNovoviittsskkyy, a, annd Bued Buessgegennss MMeemmbbererssAAbbsseennt:t:SzurekSzurek StaStaffffPrePresseennt:t:WWaallttFFeehhsst,t,KKeeiitthhDahDahllaannddJJododiiGrGriiffffinin(act(actininggAssistant Assistant SecretarSecretaryy)) AAllsso preo presseennt,t,JJaammeessLLenenhhooffff, repre, represseenntattativive we wiitthhEhEhllererss&&AAssssocociiateatessaannddJJoohhnnRockweRockwellll,, BrokeBrokerrwwiitthhRe/MRe/MAAX SX Syynnergergyy.. PPLEDGE OLEDGE OFFALLEGIANCEALLEGIANCE-- RECITERECITEDD AAppropprovvaallto ato ammeennd td thheeAAgegennda to da to iinnccllude aude annaddaddiittiioonnaalliitetemm#8, wh#8, whiicchhiisscoconnssiideratderatiioonnoofftthhe e 4747&&GraGrannd TId TIFFDDiisstrtriict. ct. tthh Motion bMotion byyMuMurrzyn, zyn, sseconded beconded byyBuesgenBuesgenss,,ttooaamend the Agendmend the Agendaato include thto include theeadditionaadditionalliteitemm,, wwhich is conhich is conssideiderration of the 47ation of the 47&&GGrrand TIand TIFFDiDisstrict. trict. tthh MOTMOTIIONONPPASSEDASSED.. Roll calRoll calll::AlAlllAyeAyes. s. CONSENCONSENTTAGENDA AGENDA 1.1. AAppropprovveemiminutenutessooffJJuunne 5, 2017 ae 5, 2017 annddJJuunne 12,e 12,20172017 2.2. AAppropprovve Fe FiinananncciiaallRepoReporrt at annd Pad PaymymeennttooffBBiillllssffor or MMaayy,,20172017ReRessoollututiioonn20172017--1616 QueQuessttiioonnssffrorommmmeemmberberss: : HerrHerrininger ager annd Schmd Schmiitt asked tt asked ffor cor cllarariiffiicatcatiioonnooffwwhhatattthheeiitetemmoonnPage 26 Page 26 mmade to Aade to Aiislsliing ng FFiittnneesssswawassffor. Dahor. Dahllsstatetateddhheebbeleliieevved ed iit wat wasstotorreeffuunnd ed esscrow crow ffoorrtthhe Pe Pllaannet Fet Fiittnneessss bbuiuillddiing, ng, bbututhhe we wiillllmmake ake nnoteoteto cto chheck oeck onniit at annd ed emmaiaillmmeemmberbersswwiitthhconconffiirrmmatatiioonnor aor ann eexxppllaannatatiioonn.. Motion bMotion byyBueBuessgengenss,,sseconded beconded byyNovitNovitssky , tky , tooaapppprrove the Minuteove the Minutessoof June f June 55,,20120177anandd June 12, 201June 12, 20177,,ananddththeeFFinancial Report aninancial Report anddPPayment ayment oof Billf BillssfoforrMaMayy,,20120177aasspprreessentedented.. MOTMOTIIONONPPASSED.ASSED. All ayeAll ayes. s. 11 EDA MinutesEDA Minutes Page 2Page 2 July 10, 2017July 10, 2017 RESOLUTIORESOLUTIONNNONO..22001717--1616 AAResolutResolutiion of thon of theeEconomic Development Economic Development AAuthorituthorityyofof Columbia Heights, MinnesotaColumbia Heights, Minnesota,,Approving Approving ttheheFinancial Financial Statements for Month oStatements for Month offMaMayy22001177and the Payment of and the Payment of tthe Bills for thehe Bills for the Month ofMonth of MaMayy2020117.7. WHERWHEREEASAS,,the Colthe Coluumbia Heights Economicmbia Heights Economic Development Authority (Development Authority (EEDA) DA) iis requireds required by Miby Minnnesota Statutesnesota StatutesSectioSectionn 469.096, Subd. 9, to prepare a detailed financ469.096, Subd. 9, to prepare a detailed financiial statement whichal statement which shows all receipts andshows all receipts and disbdisbuursements,rsements, their naturetheir nature,, the money on hand, the the money on hand, the ppurposes tourposes to which the money on hand is to which the money on hand is to bbe appliee appliedd,,the EDA's the EDA's ccrredits and assets anedits and assets andd iits outstanding liabilitiets outstanding liabilities; ands; and WHERWHEREEASAS,,said Statute also requires the EDA to examine the statement and treasusaid Statute also requires the EDA to examine the statement and treasurrer's voucer's vouchhers or bilers or billls and s and iiffcocorrrect,rect, to to approve them by approve them by rresolutiesolutioonnand enter the and enter the rresolution in its records; andesolution in its records; and WHERWHEREEASAS,,the financial statement fthe financial statement foorr ththeemontmonthhooffMaMayy20120177has been has been rreviewed by the eviewed by the EEDA Commission;DA Commission;andand WHERWHEREEASAS,,the EDA has examinethe EDA has examinedd the financialthe financial statements anstatements andd ffiinds them to be acceptable as to both fnds them to be acceptable as to both foormrmandand accuracy; andaccuracy; and WHERWHEREEASAS,,the EDA Commissithe EDA Commissioon has other means to vern has other means to veriify the intent of Section 469.096, fy the intent of Section 469.096, Subd. 9, inclSubd. 9, incluudidinngg but but nnot limited to Comprehensive Annual Financialot limited to Comprehensive Annual Financial Reports, Annual CReports, Annual Ciity apprty approoved Budgets, Audits and similarved Budgets, Audits and similar dodoccumentation; andumentation; and WHEREASWHEREAS,,financials statements are hefinancials statements are hellcce Department e Department iin a methn a methood od ouutlined by the Statetlined by the Stateofof oords Retentirds Retentioon Schen Scheddule,ule, NOW, THEREFORNOW, THEREFOREE BE IT RESOLVEBE IT RESOLVEDDby the Bby the Booard ofard of Commissioners of the ColumbCommissioners of the Columbiia Heights Economica Heights Economic DevelDeveloopment Autpment Authhority that it has examined the referencedority that it has examined the referenced financial statements incfinancial statements inclluding the check history,uding the check history,andand they they are found to be correct, as to form and content; andare found to be correct, as to form and content; and BEBE IT FURTHER RIT FURTHER REESOLVESOLVEDDthe financial statementhe financial statementts are ackns are acknoowledged and received and the check historwledged and received and the check historyyasaspprresented esented iin wrn wriiting is approved foting is approved forr payment out of propayment out of propperer funds; andfunds; and BEBE IT FURTHER RIT FURTHER REESOLVESOLVEDDthisthis resoresollution is made a paution is made a parrt of the permanet of the permanennt records of the Columbia Heightst records of the Columbia HeightsEcEcoonomnomiic c Development Authority.Development Authority. ORDER OORDER OFFEECCONOMIC DEVELOPMENT AUTHORIONOMIC DEVELOPMENT AUTHORITTYY Passed thPassed thiis _________ das _________ dayyofof ______________________________________, 2______, 2001717 OffeOfferred by:ed by: SeconSecondded by:ed by: RoRolll Call:l Call: VViicceePresidentPresident Attest:Attest: SecretarySecretary 22 EDEDAAMiMinnututeess PaPaggee33 JuJullyy10, 20110, 20177 PPUBLUBLIIC HEARC HEARIING NG 1.1.SingSinglleeFFaammiilly Hoy Homme Pe Prrogogrraamm--Concept AConcept Appppllication Appication Apprrovaovallooff4647 Ty4647 TylleerrStStrreet Neet NEE DahDahlleexxppllaaiined tned thhatatoonnJJuunne 5, 2017,e 5, 2017,tthheeCCoolluummbbiia Hea HeiigghhttssEEccoonnoommiic Dec Devveellopopmmeenntt AAututhhororiittyy(t(thheeEDEDAAvvededtthhe coe conncept appcept applliicatcatiioonnssubmubmiitted btted byyToTollllberg Hoberg Hommeess ooffffereriing $22,500 ng $22,500 fforortthhe purce purchhaasse oe offtthhe pe prropeoperrttyyllococaatedtedaat 464t 46477TTyyller er SStretreeet Nt NEE((tthhee SubSubjject Pect Prropeoperrttyyhhe Sube Subjject Pect Prropeoperrttyyiissapproxiapproximmateatellyy0.17 acre0.17 acress, a, annddiisspartpartoofftthhee SSiningglleeFFamilamilyyHoHommeeLLot Saot SalleessPPrrograogramm, wh, whiicchhwawasseesstabtablilished bshed byytthhe EDe EDAAinin2015 to2015 to sstabtabiilliize aze annddinincrease propecrease properrttyyvvaallueuessiinntthhe Here Heriitage Hetage HeiigghhttssNeNeiighghbbororhhoooodd..TThhe 2017 e 2017 EEssttimimated ated MMarkarkeettLLaannd Vad Vallue ue ffororththiisspartpartiicucullar propear properrttyyiiss$38,600.$38,600.HHoweowevver, er, inin sspeakpeakiinng wg wiitthhvvarariiouousshhoommeebbuiuillderderssaannd read realltortors,s,sstataffffrecereceiived coved commmmeennttsstthhatattthheellototss llocated ocated inintthhe Here Heriitage Hetage Heiigghhttssnneeiighghbbororhhoooodd, ar, areeggeenneraerallllyyllower ower ininvvaallue tue thhaannotothher er proppropeerrttiieesstthhrougroughhoouutttthhe Ce Ciittyy..FFurturthherermmore,ore,tthheePPublubliiccWWorkorkssDepaDeparrttmmeenntthhaassconconffiirrmmed ed tthhatattthhere waere wassa wa waateterrmmaaiinnbbreak atreak attthhe Sube Subjject ect PrPropeoperrttyy, wh, whiicchhreressuulltedtedinintthheessewer aewer anndd water water lilinneessbbeeiinng dg diissconconnnected at tected at thheemmaaiinn. T. Thhuuss,,tthhe oe offffer er ffrorommToTollllberg Hoberg Hommeessooff $22,500$22,500iissarouarounnd wd whhat tat thhe EDe EDAAcacanneexxpectpecttotosseelllltthhe Sube Subjject Pect Prropeoperrttyyffor.or. FForortthhe EDe EDAAsscoconnssiideratderatiioonntotonniigghhttiisstthheeffiinanallssale approale approvvaalloofftthhe Sube Subjject Pect Prropeoperrttyy.. AAttacttachhed ed ffor revor reviiew aew annd cod connssiideratderatiioonniisstthhe Purchae Purchasse ae annd Reded RedevveellopopmmeennttAAgreegreemmeennt.t. SpecSpeciiffiicchhouousse pe pllaannssmmaayybbeeffouounnddiinnExhExhiibbiit B ot B offtthhe Purce Purchhaasse ae annd Reded Redevveellopopmmeenntt AAgreegreemmeennt. Tt. Thhe pe prrooppoossed ed hhouousse pe pllaannmmeeteetsstthheebbuiuillddiing requng requiireremmeennttsssseettffoorrtthhbbyytthhe e SSiningglleeFFamilamilyyHoHommeeLLot Saot SalleessPPrrograogrammGuGuiideldeliines.nes.SStataffffhhaassrecereceiived tved thhe eare earnneessttmmoonneeyy iinntthhe ae ammouounnttooff$2,00$2,0000. I. Ifftthhe EDe EDAAappapprroovveesstthheeffininaallssaalle toe tonniigghhtt,,tthhe eare earnneessttmmoonneeyy wwiillllbbecoecommeennoonn--rereffuunndabdablle. Ie. Ifftthhe EDe EDAAdendeniieesstthheeffiinanallssaalle approe approvvaall,,sstataffffwilwilll rereimimburbursse te thhe eare earnneessttmmoonneeyytotoTToolllblberg Hoerg Hommeess.. QueQuessttiioonnssbbyyMeMemmbeberrss: : SchmSchmiitt askedtt askedto cto cllarariiffyytthhat at iitetemm#9 o#9 onnPage 2Page 2oofftthhe Purchae Purchasse ae annd Reded Redevveellopopmmeenntt AAgreegreemmeennt ret refferrerriinng to Sewer ag to Sewer annddWWater ater ccononfforormmssto wto whhat Dahat Dahllsstatetatedd,,inintthhatattthhe Ce Ciittyyiiss nnot wot waarrarrannttyiying tng thhe coe connddiittiioonnss. Dah. Dahllconfconfiirrmmed ted thhat waat wassccoorrrerecct at annd td thhat tat thheellototiissbbeeiing ng ssoolldd aassiiss.. PublPubliic Hearc Heariinng Opeg Openneded.. NoNooonne we wiisshhed to ed to sspeakpeakoonnththiissmmatteatterr.. PublPubliic Hearc Heariinng Cg Clloosseded.. Motion bMotion byyMuMurzrzynyn,,sseconded beconded byyNovitNovitssky, tky, toowwaive the aive the rreading eading oof Ref Ressoluoluttion 2017ion 2017--1177,,ttheherree being ample copiebeing ample copiessavailableavailablettoothe pubthe publliicc.. MOTMOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess.. Motion bMotion byyBueBuessgengenss,,sseconded beconded byyMuMurzrzynyn, t, tooaaddopt Reopt Ressolutioolutionn20120177--1177,,ReRessolution olution AppApprroving the oving the PPuurrchachasse ane anddRedevelopment AgRedevelopment Agrreeeement ment wwith Tollbeith Tollberrg Homeg Homess,,LLLCLCfoforrthethe acquisition of 464acquisition of 46477TyleTylerrStreet NStreet NEE, Columbi, ColumbiaaHeHeiights, MN 5542ghts, MN 554211.. MMOTOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess 33 EEDA MinutesDA Minutes Page 4Page 4 July 10, 2017July 10, 2017 CCOOLLUUMBMBIAIAHHEEIIGGHHTTSSEECCOONNOOMIMICCDDEEVEVELLOOPPMENMENTTAAUUTTHHOORIRITTYY RREESOSOLLUUTTIIOONNNNOO..22001717--1717 RREESOSOLLUUTTIIOONNAAPPPPRROOVVIINNGGPPUURRCCHAHASSEEANANDDRREEDDEEVEVELLOOPPMEMENNTT AAGGREREEEMMEENNTTWWIITTHHTTOOLLLLBBEERRGGHHOOMEMESS,,LLLLCC.. 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SSececttiioonn22..AApppprovrovaallaannddAAuutthhororiizzaattiioonnooffAAggreereemmeennt at annddCCoonvnveeyyaanncece 22..0011..TThheeAAggreereemmeennttaasspprreesesenntteeddtototthheeBBooaardrdaandndtthheeccoonnvveeyyaanncceeoofftthheePProroppeertyrty pprorovviidededdfforortthheerereiinnaarreehheerebrebyyiinnalalllrreessppeeccttssaapppprovroveedd,,ssububjjeecct tot tommododiiffiiccaattiioonnssththaattddoonnot aot alltteerrtthheessuubbsstatannccee oofftthheettrraannssaaccttiioonnananddtthhaattaarreeaapppprovroveeddbbyytthheePPrresesiidedennt at annddEExexeccuuttiiveveDDiirreecctortor,,pprorovviideddedtthhaat et exxeeccuuttiioonnooff tthheeAAggrreeeemmeennttbbyyssucuchhofofffiicciiaallsssshhaallllbbeeccoonnccllususiiveveeevviidedenncceeooffaapppprovrovaall.. 2.022.02..AAuutthhororiittyysstataffffaannd od offffiicciiaallssaarreeaauutthhororiizezeddto tto taakkeeaallllaaccttiioonnssnneeccesesssaarryyto to peperrfformormtthhee AAuutthhororiittyyssooblbliiggaattiioonnssuunnddeer tr thheeAAggrreeeemmeennttaassaawwhhoollee,,iinnccllududininggwwiitthhoouuttllimimiittaattiioonneexxeeccuuttiiononooffaannyy ddooccuummeennttssto to wwhhiicchhtthheeAuAutthhororiittyyiissaappaartrtyyrreeffeererenncceeddininor or aattttaacchheeddto tto thheeAAggrreeeemmeennt, at, annddaannyyddeeeeddssor or otothheerrddocuocummeennttssnneeccesessasarryyto to ccoonnvveeyytthheePPropropeertrtyyttootthheeBBuuyyeerr, a, allllaassddeesscrcriibbeeddiinntthheeAAggrreeeemmeennt.t. SSececttiioonn3.3.EEffffeeccttiivveeDDaattee..TThhiissreressoolluuttiioonnsshhaallllbbeeeeffffeeccttiivveeupouponnaapppprorovvaall.. AApppprovroveeddbbyytthheeBBooaardrdooffCCoommmmiissssiioonneerrssooffttheheCCoolluummbbiiaaHHeeiigghhttssEEccoonnoommiiccDDeevveellopopmmeenntt AAuutthhororiittyyththiiss1010tthhddaayyooffJJuullyy,,22001717.. 44 EDA MinutesEDA Minutes Page 5Page 5 July 10, 2017July 10, 2017 EXHEXHIIBIT ABIT A PPrropeoperrtyty LLot Tot Twweennttyy--ssiixx(2(266) e) excxceeppt tt thheeSSoouutthh2200ffeeeet ot offssaaiiddLLot Tot Twweennttyy--ssiixx(2(266) a) andndaallllooffLLot Tot Twweennttyy-- sseevveenn(2(277)),,iinnBBllocockkTTwwoo((22) o) offSShheeffffiieellssSSeeccoonnddSSuubbddiivviissiioonnAAnnokokaaCCo. Mo. Miinnnn. a. accccordordiinnggto tto thhee ppllaat tt theherreeooffoonnffiille ie inntthheeOOffffiicceeoofftthheeRReeggiisstteerrooffDDeeeeddssiinnaannddffor sor saaiiddCCouounnttyyananddSSttaattee.. BBUSINESS USINESS IITEMTEMSS:: 1.1.EExxcclluussive Right ive Right ffoorrRepReprresentation Agesentation Agrreeeemmentent OOnnJJuunne 5, e 5, 2017,2017,tthhe Coe Colluummbbiia Hea HeiigghhttssEcoEconnoomimic Dec DevveellopopmmeennttAAututhhororiittyy(t(thheeEDEDAAmmoovved to ed to eenngage tgage thheesserverviicecessooffPete TPete T..HerHerylylaa&&JJohohnnMM..RRockweockwellllwwiitthhRE/MRE/MAAX SX Syynnergergyytoto reprerepresseenntttthhe EDe EDAAininacquacquiissiittiioonnooffnnoonnconconfforormiming png prropeoperrttiieessaasstthheeyymmaayybbecoecomme ae avvaiaillabablle e wwiiththiinntthhe Ce CiittyyooffCoColluummbbiia Hea Heiigghhttss(t(thheeCCiittyynnd dd diirected rected sstataffffto revto reviiew tew thhe Bue Buyyer er RepreRepresseenntattatiioonnCoConntratracctt((tthheeCoConntratracctt))ssububmmiitted btted byyRE/MRE/MAAX SX Syynergnergyy. . PurPurssuauanntttototthheeFFederaederallReRellocatocatiioonnAAct act annd td thhe Me MiinnnneessototaaVerVerssiioonnoofftthhe Une UniifforormmReRellocatocatiioonn AAct, ct, ggoovvernernmmeennt aget agenncciieessare reare resspoponnssiibblleeffororrerellocatocatiioonnffeeeessiifftthheeyyare proaare proaccttiivveeininacquacquiissiittiioonnooff iinndudusstrtriiaall, co, commmmercerciiaallor resor resiidedennttiiaallpropertpropertyy. Re. Rellocatocatiioonnffeeeessmmaayybbe wae waiived ved inincertacertainin cciircurcummsstatanncecess. Ow. Ownner occupaer occupannttssmmaayywawaiive tve thheeiir rr riigghhttto reto rellocatocatiioonnffeeeessiifftthhe owe ownner er iiss proaproaccttivive be byyreachreachiing ong ouutttototthheeggoovvernernmmeennt aget agennccyyorortthheeowownner er lilissttsstthheeiir pr prropeoperrttyyoonntthhe opee openn mmarket, arket, bbututtetennaannttoccupaoccupanntstsmmaayynnot waot waiive tve thheeiir rr riigghhttto reto rellocatocatiioonnffeeeess. T. Thhuuss,,sstataffffrequerequesstedted tthhat Rat REE/M/MAAXXSSyynnergergyyiinnsserterttthheeffoollllowowiing ng llaannguage guage inintototthhe Coe Conntratracct,t,liline 117, ne 117, OOtthher: er: NotNotwwithstanding any pithstanding any prrovision appaovision apparrently to the ently to the ccontraontrarry in thiy in thissAgreement, thAgreement, theepaparrtietiess agagrree that Bee that Brrokeokerrsshahalll nol nottmake any inqmake any inquuirieiriessoorrotheotherrpprroactive contact aoactive contact assaa rrepeprreessentative of Buyeentative of Buyer,r,to oto owwnenersrsof pof prropeoperrtietiessin the City in the City oof Columbif ColumbiaaHeightHeightsswwho aho arre e not actively linot actively lisstintinggtheitheirrpprropeoperrtyty..FFoorrpupurrpoposseessoof thif thissAgAgrreement, eement, inquiinquirrieiessoorrotheother r pprrssununssolicitedolicitedlettelettersrsoorrotothheerrwwrritten oitten orroorral communications al communications directed to pdirected to prropeoperrty oty owwnenersrsto gauge theito gauge theirrinteinterreesst in t in sselling theielling theirrpprropeoperrty oty orrttooiinnfoforrmm ssuch ouch owwnernerssthat Buyethat Buyerris a pis a pootentiatentiallpupurrchachasseerroofftheitheirrpprropeoperrty.ty. RE/MRE/MAAX SX Syynergnergyyhhaassagreed to agreed to iinnsertserttthhe ae afforeoremmeennttiioonned ed llaannguage guage inintotoCCoonntratracctt..IIfftthhe EDe EDAA CoCommmmiissssiioonnMMeemmberberssagree toagree totthhe Coe Conntratracct at asspprreesseennted, appted, apprroovvaallooffReRessoollututiioonn20172017--18 w18 wiillll eeffffectectivivelelyyeenntertertthhe EDe EDAAiinntotoaaccoonntratracct wt wiitthhRE/MRE/MAAX SX Synynergergyy;;autauthhororiize ze sstatafffftototake atake allll actactiioonnssnnecesecesssararyyto perto perfforormmtthhe obe obliligatgatiioonnssoofftthhe EDe EDAAininssaaiid cod conntracttract;;aannd autd authhororiize Re/Mze Re/MAAXX SSynynergergyytotoreressppoonnd to ad to accttiivveelilissttiinnggsswwiiththiinntthhe Ce Ciittyyaannddmmake ake ffaaiirrmmarket arket vvaallue oue offffererssooffupuptoto $200,000$200,000oonntthheebbeehhaallffoofftthhe EDe EDAA.. :: QueQuessttiioonnssbbyyMeMemmbeberrss BueBuessgegennssaassked ked iiffDahDahllkknnew wew whhatattthhe ae avverage erage vvalue oalue offtthhe pe prropeoperrttiieesswere. Dahwere. Dahllsstatetateddhhe wae wass uunncertacertaininwwhhatattthhe ae avverage was. Herrerage was. Herrininger ger iinnququiired red iiffiit wat wasslilikelkelyyuunnder $200,000.der $200,000.DahDahll ssttaatedtedhheebbeleliieevved ted thhat waat wasscorrecorrecctt.. 55 EDA MinutesEDA Minutes Page 6Page 6 July 10, 2017July 10, 2017 HerrHerrininger ger ininququiired ared abboutoutlliine 15 ne 15 inintthhe coe conntratraccttwwhhere ere iittssttaatetessBuBuyyer ser shhalalllcoopercooperaate wte wiitthh BrokeBrokerrininffiindndiing a png a prropeoperrttyyto pto puurcrchhaassnnd wanted wanteddto kto knnoowwiifftthhat at ccououlld put ud put ussinina posa posiittiioonn ooffgettgettininggiinnvvoollvved ed ininrerellocatocatiioonnaassssiisstatannceceiiffwe are pwe are piickckiing ong ouuttpprropeoperrttiies. Dahes. Dahllsstatetateddtthhat at ffroromm wwhhat tat thheeaattorttornneeyytetellllssuuss,,bbecauecausse we wile we willlbbe wore workiking wng wiitthhouourrbbrrokeokerr,,iittddooeessnnototpuputtuussiinnaa ppoossiittiioonnooffggeettttiingngiinnvvoolvlveeddiinnrerelloocacattiioonnaassssiisstatanncece..TThheebbroker caroker cannnnot aot accttivivelelyyreacreachhout to aout to ann iinnddiivviiduadualltotolletettthheemmkknnow we are ow we are inintereteresstedtedinintthhe pe prropeoperrttyy. Dah. Dahllsstatetateddwe we wwououllddhhaavve to e to bbee reactreactiioonnararyyvvererssuussproaproaccttiivveeininourourrroolle. e. FFeehhssttssttaateteddththiisswawassa coa conncercernnffor hor hiimmaasswelwelll, a, anndd iinnququiired ared assto wto whhat at aattorttornneeyyrevreviiewed tewed thhe docue docummeennt.t.DahDahllsstatetateddtthheeddocuocummeennt wat wassrevreviiewed bewed byy AAttorttornneeyy,,MMartarthha Ia Inngragramm. . FFeehhsst et emmpphhasasiized tzed thhat at wwaassoonne the thining we do g we do nnot waot wannt to t to ddo ao annddiinnququiired red iiff tthhere waere wassa waa wayytotorewordrewordtthhat at ssoommeehhowowtotommake ake iit ct cllear tear thhatattthheeiinniittiiaallcoconntact tact iissssoommethethiing tng thhat at ccoommeessffrorommtthheelilissttining or g or ssoommeehhow.ow.DahDahlliinqunquiired red iiffFFeehhsst wat wassssuggeuggessttining we og we ommiit tt thhat at lliine.ne. HerrHerrininger ger ssttaated hted hiisscoconncercernniisstthhat wat weeddoonnot waot wannt to t to llooookklilike we are ke we are hhuussttliling propeng properrttiies aes anndd sshhououlld keep ad keep annararmmsslleenngtgthhssbbeesst we cat we cann. Schm. Schmiittttssttaatedtedhher er ininterpretterpretaattiioonnwawasstthhat at iit wat wassjjuusstt rerefferrerrining tog totthheeffact tact thhat tat thheeyycacannllookookoonntthheeMLMLS lS liissttining becaug becausse te thheeyyare goare goining to g to bbeessearchearchiing ng oonntthhat at lilissttining ang anyywawayy.. DahDahllinintroduced troduced JJoohnhnRockweRockwellll, repre, represseennttaattivive we wiitthhRe/MRe/MAAX SX Syynnergergyy. . RRoocckkwweellllrereffereerennced Page 4, ced Page 4, lliineness117117--123,123,wwhhiicchhssttaatetesstthhe Be Brrokeokerrcacannnnototmmake anake anyyiinqunquiirriieessoorrddo ano anyyththiing ong offtthhat at nnatatuurere.. RockweRockwellllsstatetateddtthhe coe conntract ttract thhat waat wassddrarafftedtediissa Sta Staate appte apprroovved ed fforormmaannd td thheeyyddiiddnnot waot wanntttoto ddrarafft a t a fforormmaannddsstatarrt ct chhaannggiing tng thheellaannguage oguage offtthhe exe exiissttininggfforormm, a, assoonnceceyyou ou ddootthhiiss,,iittsstatarrttss ppuuttttiinng up red g up red ffllagagss..RRockweockwellllsstatetateddwwhheennhheeffiirrssttrecereceiivved ted thhe reve reviissiioonnssbback ack ffrorommDahDahllaanndd ininterpreteterpreteddwwhhatattthhe Ce Ciittyywawanntedtedinintthhe paragrape paragraphh,,iit wat wasstthheeiirrininterpretterpretaattiioonntthhatatththiissparagrapparagraphh ssupercedeupercedesstthhe ote othher cer cllauaussee;;inintthhatattthheeyycancannnototsseennddoouut ant anyyssoolliicciitattatiioonnss. A. Alllltthheeyycacannesessseennttiialalllyydodo iissmmononiitortortthheemmarketparketpllace aace annd provd proviide tde thhat at iinnfforormmatatiioonnto Dahto Dahll..RRockweockwellllsstatetateddwhwhiille the thiiss cacannbbe a de a diissadadvvaanntage totage totthhe Ce Ciittyy, at t, at thheessaamme te timime, e, hhe ue unnderdersstatannddsstthheeiirrnneed to peed to prroteotecctt tthheemmsseellvevess.. BueBuessgegennssaassked ked iiffZZAAMMAAcocovverersspropeproperrttiieesstthhat aat arreeFFoorrSaSalle be byyOwOwnner. er. RRockweockwellllssttaatedtedththiiss was a grawas a grayyarea. Buearea. Buessgegennssiinqunquiired red iiffRockwelRockwelllthougthoughht ant anyyoonne woue woullddlilisst tt thheeiirrhhoomme oe ouut ot onn CraCraiiggsslilisst. Rockwet. Rockwellllsstatetateddiit depet depennddssoonntthheeinindivdiviiduaduall. Herr. Herrininger tger thhougoughhtt, in his opinion, that , in his opinion, that might be the way they would try to sell these homes.might be the way they would try to sell these homes.RockweRockwellllcautcautiioonned ted thheeffactacttthhat wat wiitthhtthhee $200,00$200,0000prpriice tagce tag,,sseellllererssare goare goiinng to g to llooookkaatttthhe Cee CenntratrallAAvveennue Corrue Corriidor ador annddtrtryytoto put a preput a premimiuummoonniit at annd td thhat wat wiillllbbe de diictated bctated byywhatwhattthheeFFaaiirrMMarket Vaarket Vallue ue iiss..AAllototoofftthhee hhoommeoweownnererssare goare goining tog toththinink tk thhat at bbecauecausseeiittiissoonnCeCenntratrallAAvveennue aue annddllocated ocated inina coa commmmercerciiaall ddiisstrtriict tct thhatattthheeiirrhhoommeeiissproprobbabablylywortworthhmmoreoretthhaannit really is, it really is, aannd td thhat at iissssoommethethiing tng thheeyywilwilllhhaavvee totommononiitor ator asswewellll.. DahDahllaallssoommeennttiioonned ted thhat at aattorttornneeyyIInngragrammsscoucounnteterr--paparrtt,,a Reaa ReallEEssttaatteeaattorttornneeyy,,revreviiewed tewed thhe e coconntratraccttsspecpeciiffiicallcallyyfforortthheeFFederaederallReRellocatocatiioonnAAct, act, annddhhe wae wasscocommffortabortablle we wiitthhtthhe vere verbbage age wwiitthhtthhe paragrape paragraphhtthhat at wawassadded at tadded at thhe ee ennd.d. Motion by Motion by WWilliamsilliams,,sseconded by Bueeconded by Buessgengens,s,totowwaive the aive the rreading eading oof Ref Ressolutioolutionn20172017--1188, the, therree being ample copiebeing ample copiessavailableavailablettoothe pubthe publliicc.. MOTMOTIIONONPPASSEDASSED.. Roll calRoll calll::AlAlllAyeAyess.. 66 EDA MinutesEDA Minutes Page 7Page 7 July 10, 2017July 10, 2017 Motion by Motion by WWilliamsilliams,,sseconded by Noviteconded by Novitsskyky,,to adto adoopt Rept Ressolutioolutionn20172017--1188,,ReRessolutioolutionnAppApprrovinovingg the Buyethe Buyerrrrepeprreessentation contract entation contract wwith Re/Max Sith Re/Max Syynneerrgy. gy. MOTMOTIIONONPPASSEDASSED.. Roll calRoll calll::AlAlllAyeAyess.. CCOOLLUUMBMBIAIAHHEEIIGGHHTTSSEECCOONNOOMIMICCDDEEVEVELLOOPPMENMENTTAAUUTTHHOORIRITTYY RREESOSOLLUUTTIIOONNNNOO..22001717--1818 RREESOSOLLUUTTIIOONNAPAPPRPROOVVIINNGGBUBUYYEERRRREEPPRERESSEENTNTAATTIIOONNCCONONTTRRAACTCT WWIITTHHRRE/E/MMAAXXSSYYNNEERRGGYY SSececttiioonn11..RRececiitatalls.s. 11..0011..TThheeBBooaardrdooffCCoommmmiissssiioonneerrss((BBooaardrd))oofftthheeCCoolluummbbiiaaHeHeiigghhttssEEccoonnoommiicc DDeevveellopopmmeennttAAuutthhororiittyy(t(thheeAAuutthhororiittyy))iis as auutthhoriorizzeeddundundeer Mr MiinnnneessototaaStStaattuutteess,,SSeeccttiioonnss446699..009090ttoo 469469..11008811(t(thheeEDEDAAAcActt))totoppuurrcchhaasseeaannddccoonnvveeyypproroppeertrtyywwiiththiinniittssaarreeaaooffooppeerraattiioonnffororeeccoonnoommiicc dedevveellopopmmeennttppuurporposseess.. 11..0022..TThheeBBooaarrddhahassddeetteermrmiinneeddtthhaattiittiissnneeccesesssaarryyaanndddedessiirarabblleeto to reretataiinntthheesseervrviicecessooffaarreeaall eessttaatteebbrorokkeerrffor por puurrpposeosessooffmmononiitortoriinnggpproroppeerrttiieesswwiitthinhintthheeCCiittyyooffCCoolluummbbiiaaHHeeiigghhttss(the(theCCiittyy))tthhaatt aarreennoonnccoonnfformormiinng ug undndeerrtthheeccuurrerrennt Ct Ciittyyzzoonininnggccododeeaannddtthhaattmmaayybbececoommeeaavvaaiillabablleeffororssaalleeffrorommttiimmeetoto ttiimmee,,iinnordordeerrtotoppototeennttiiaallllyymmaakekeofofffeersrsffororssuucchhppropropeertrtyybbaasseeddoonntthheenn--ccuurrerrennttmamarkrkeettvvaallueuess.. 11..0033..TThheeBBooaardrdhhaassrreececeiivveeddpproroppoossaallssffrorommrreeaalleessttaatetebbrokrokeerrss,,aannddhhaassddeetteermrmiinneeddtotoeenntteerr iinntototthheeBBuuyyeessRReepprreesesennttaattiioonnCCoonntrtraacctt(t(thheeBBrorokkeessAAgrgreeeemmeenntt))pproroppososeeddbbyyRRee/Max/MaxSSyynneerrggyy((tthhee BBrorokkeerr))iinnssuubbsstatannttiiaallllyyththeefforormmppreresseenntteeddtototthheeBBooaarrdd.. 11..0044..TThheeBBooaarrddeexxppressressllyyffiinnddssaannddddeetteermrmiinneesstthhaattaauutthhororiizziingngtthheeBBrokrokeer tr toorreessppoonnddtotoaaccttiivvee lliissttiinngs ags andnddedevveellooppofofffeerrsspupurrssuauannt to tt to thheeBBrrookekerrAgAgrreeeemmeennttddooeessnnot ot iimmppllyyananyyeexexercrciiseseaannyyppowoweer or off eemmiinneennttddoommaaiinntthhaattmmaayybbeeaavvaaiillabablleetto to thheeAuAutthhororiittyypupursrsuuaannt to tt to thheeEDEDAAAcAct, t, aannddtthhaatttthheeEDEDAAwwililll nnootteexxeerrcciisesessuucchhppowoweerriinnppuurrssuuiingngtthheeaaccqquuiissiittiioonnooffaannyynnoonnccoonnfformormiingngpproroppeertrtyyuunnddeerrtthheeBBrorokkeess AAggrreeeemmeennt.t. SSececttiioonn22..AApppprovrovaallooffBBrorokkeessAAggrreeeemmeennt.t. 22..0011..TThheeAAuutthhororiittyyhheerreebbyyaapppprorovveesstthheeBBrorokkeessAgAgrreeeemmeennttiinnssuubbsstatannttiiaallllyytthheefformorm pprreesseenntteedd,,susubbjjeecctttotommododiiffiiccaattiioonnsstthhaattddoonnototaallteterrtthheesusubsbstatancnceeoofftthheetratrannssaaccttiioonnaannddtthhaattaarereaapppprovroveedd bbyytthheePPrreessiiddeennttaandndExExeeccuuttiiveveDDiirreectorctor,,pprorovviidededdtthhaatteexxeeccuuttiioonnoofftthheeBBrokrokeeAAggrreeeemmeennt bt byyssucuchh ooffffiicciiaalls ss shhaallllbbeecoconnccllususiivveeevieviddeencenceooffaapppprorovvaall.. 22..0022..AAuutthhororiittyysstataffffaannd od offffiicciiaallssaarreeaauutthhororiizezeddto tto taakkeeaallllaaccttiioonnssnneeccesesssaarryyto to peperrfformormtthhee AAuutthhororiittyyssooblbliiggaattiioonns us unnddeerrtthheeBBrorokkeessAAggrreeeemmeennttaassaawwhhoollee,,iinnccllududiinng wg wiitthhoouuttlimlimiittaattiiononeexxecuecuttiioonn ooffananyyddooccuummeennttsstotowwhhiicchhttheheAuAutthhororiittyyiissaappaartrtyyrereffeererenncceeddininororaattttaacchheeddtototthheeBBrorokkeess AAggrreeeemmeennt.t. 22..0033..TThheeBBooaard rd hheerebrebyyaauutthhororiizezessththeeBBrokrokeer to rr to resesppoonnddttooacacttiivveelliissttiinnggsswwiiththiinnththeeCCiittyy,,aannddtoto mmaakkeeffaaiirrmmaarkrkeettvvaallueueooffffeerrssooffuupptoto$$220000,,000000oonntthheeAAuutthhororiittyyssbbeehhaallffwwiitthhoouuttpprriiororfforormmaall aapppprovrovaallooffssuucchhofofffeerrssbbyytthheeBBooaarrdd, su, subbjjeecct to rt to raattiiffiiccaattiioonnooffssucuchhooffffererssbbyyththeeAAuutthhororiittyyiiffaacccceepptteeddbbyyththee sseelllleerroofftthheepprrooppeertrtyy.. AAddoopptteeddbbyytthheeCCoolluummbbiiaaHHeeiigghhttssEEccoonnoommiiccDDeevveellopopmmeennttAAuutthhororiittyytthhiiss1100tthhooffJJuullyy,, 2017.2017. 77 EDA MinutesEDA Minutes Page 8Page 8 July 10, 2017July 10, 2017 NEWNEWIITEMSTEMS thth 1.1.Consideration of 47Consideration of 47and Grand TIF Districtand Grand TIF District OOnnMMaayy22, 2017, a22, 2017, afftertertthhe requee requesst ot offtthhe Coe Colluummbia Hebia HeiigghhttssEEccoonnoomimic Dec DevveellopopmmeennttAAututhhororiittyy(t(thhAAhhe e CCiittyyooffCoColluummbbiia Hea Heiigghhttss((tthheeCCiittyyiittyyCouCounncicillcalcallled ed ffor a pubor a publilicchhearearininggininregardregardsstototthhe ee esstabtablilishshmmeennt ot offtthhee 47t47thhaannd Grad Grannd Tad TaxxIncreIncremmeennt Ft Fiinananncciing Dng Diisstrtriict ct ((cocollllectectivivelelyyrerefferred aerred asstthheeTITIFFPPllaannfforeoreoorratattthheettimime oe off tthhe pube publilicchheareariing ang annd purd purssuauannt to t to SSttaateteSSttaatue 46tue 4699.175.175,,SuSubbd 3,d 3,tthhe Ce Ciittyyiissrequrequiired to red to mmake certaake certaininffindindi ingngssooffffact act rerellatedatedtototthhe TIe TIFFPPllaann. S. Siince tnce thhe EDe EDAAiisstthhe aute authhororiittyyautauthhororiized wzed wiiththiin tn thhe Ce Ciittyyto eto exxercerciisse TIe TIFFpopowwererss,,tth he EDe EDAAiiss tthhe aute authhororiittyyrequrequiired to red to mmake ake ssaaiiddffiindndiingngssooffffact. Tact. Thhuuss,,tthhe coe connssiideratderatiioonnoofftthhe TIe TIFFPPllaannbbyythe EDthe EDAAiissrequrequiired red prpriior to tor to thhe pube publilicchheareariing ng sscchheduedulled ed ffor toor tonniigghht at tt at thhe Ce CiittyyCouCounnccililmmeeteetining.g. PPlleaeasseennote: tote: thheeTTIIFFPPllaanniissmmerelerelyya pa pllannanniing docung docummeenntttthhat reat reffllectectsstthheeffulullllleenngtgthhoofftthhe proe proppoossededTITIFFddiisstrtriictc t;;iittinin nno wao wayycoconnssttiittuutetesstthhe tere termmlleenngtgthhor or ddoollllar aar ammount oount offtthhe proe proppoossed TIed TIFFddiisstrtriict. Tct. Thheetertermmlleenngtgthhaannd dod dollllar aar ammouounntt wouwoulld be part od be part offaasseparate eparate ddocuocummeennt,t,tthheeCCoonntratraccttffor Pror Privivate Redeate Redevveellopopmmeenntt((tthhAAgreegreemmeennAAnd, nd, iifftthhe Ce Ciittyy CouCounnccililapproapprovveesstthhe TIe TIFFPPllaannatattthhe pube publilicchheareariing,ng,tthhat at AAgreegreemmeennttwwououllddbbe coe connssiidered bdered byytthhe EDe EDAAatattthheenneexxtt reguregullararlylyscschheduedulled ed mmeeteetining og onnAAuguugusst 7t 7,,2017.2017. DoDomiminniiuummhhaassrequerequessted TIted TIFFaassssiisstance totance toooffffsset quaet quallififiied coed cossttssrerellatedatedto tto thhe dee devveellopopmmeennt ot offtthhe pe prropoopossed ed aaffffordabordablleemmuullttii--ffamilamilyy, work, workfforce orce hhousousining prog projject ect ((tthheeProProppoossed Deed Devveellopopmmoonntthheeccorornnererooff47t47thhaannd Grad Granndd AAvveennue ue llocated at 1069 Graocated at 1069 Granndvdviiew ew CouCourrttNNE aE annd 4729 Grad 4729 Grannd Ad Avveennue NE, Coue NE, Colluummbbiia Hea Heiigghhttss(t(thhjject ect PPrropeoperrttyyhhe Proe Proppoossed Deed Devveellopopmmeennt wout woulld cod connssiissttooffaanneessttimimated 173 unated 173 uniittss, a, allllooffwhwhiicchhwouwoulld be ad be affffordabordablle to e to hhouousseehhoollddsswwiitthhiinconcommeessat or at or bbeellow sow sixixttyypercepercennt (60t (60%%))oofftthhe area e area mmedediiaanniinconcomme (te (thhMMhheeAAMMIIiisstthhee mmiidpodpoininttooffa rega regiioonnssinincocomme de diisstrtribibututiionon;;hhaallffoofftthheehhouousseehhoollddssinina rega regiioonnearearnnmmore aore annddhhaallffearn earn lleessss. T. Thhe US e US DepartDepartmmeennttooffHousHousining and Urg and UrbbaannDeDevveellopopmmeennt cat callcucullateatesstthheesse de diiffffereerennttlleevveellssooffAAMMIIffor regor regiioonnssacroacrosssstthhee coucounntrtryybbyyhhouousseehhoolld sd siize. Ize. Inn2017,2017,tthhe Twe TwininCCiittiieess60%60%AAMMIIhhaassbbeeeenndefdefiined aned assffoollllowowss:: HouHoussehold Size ehold Size IIncome ncome TThhrreesshold hold 1 Per1 Perssoonn$ 37,98$ 37,9800 2 P2 Peeopopllee$ 43,44$ 43,4400 4 P4 Peeopopllee$ 54,24$ 54,2400 TThhe Sube Subjject Pect Prropeoperrttyyiisscocommprpriissed oed off4.93 acre4.93 acressooffvvacaacannt, ut, unndedevveelloped oped llaannd zod zonned aed assTraTrannssiit Ort Oriieennted Mted Mixixeded--Use Use DeDevveellopopmmeennt. Tt. Thhe Ce Ciittyyhhaassiidedennttiiffiied ted thhree ree mimixedxed--uusse de diisstrtriictctssininaanneeffffortortto dto diiffffereerennttiiate tate thheetthhree tree tyypepessooff dedevveellopopmmeennt: Trat: Trannssiit Ort Oriieennted Deted Devveellopopmmeenntt,,CoCommmmununiittyyCeCennter Deter Devveellopopmmeennt, at, annd Trad TrannssiittiionaonallDeveDevellopopmmeennt.t. TraTrannssiit Ort Oriieennted Mted Mixixeded--UUsse Dee Devveellopopmmeennttiissdedeffiined aned assaannarea warea wiiththininthe Cthe Ciittyytthhat pat prroommoteotessininteractteractiioonnbetweebet weenn mmedediiuummto hto hiigghhdensdensiittyyhhousousiningg;;tratrannssiittffacilaciliittiieses;;aannddnneeiighghbbororhhoodoodsserverviicecess,,ssucuchhaassreresstaurataurannttss,,rreetataiillaannd od offffiice ce sspace. Tpace. Thheemmaaiinnffocuocussooffththiissddiisstrtriict ct iissto acto acccoommmodmodaate ate affffordabordablleehhousousininggfforortthhe worke workfforceorceoofftthhe coe commmmununiittyy,,bbutut aallssooto eto ennssure a pedeure a pedesstrtriiaannffrriieenndldlyyenvenviironronmmeennt tt thhat at iincreancreasseessnnonon--mmotorotoriized zed mmodeodessoofftratrannsspoporrttaattiioonn.. OOnnJJululyy5, 2017,5, 2017,tthhe Pe Pllannanniing ang annddZZononiing Cong Commmmiissssiioonnininaannddffor tor thhe Ce Ciittyy(t(thhe Pe P&&ZZ))mmet aet annd revd reviiewedewedtthhe proe proppoossed ed TITIFFPPllaannto dto deetertermimine ne iiffiit cont confforormmed toed totthhe gee genneraerallppllananssfforortthhe dee devveellopopmmeennt at annd reded redevveellopopmmeennt ot offtthhe Ce Ciittyy. The . The PP&&ZZuunnanianimmouslouslyydeterdetermimined tned thhatattthheeproproppoossededTTIFIFPPllaannalaliiggnned wed wiitthhnnuummeroueroussggoaoallssaannd pod polilicciieessadoadoppted bted byytthhee CCiittyyinintthhe Coe Commpreprehheennssiive Pve Pllan, an, mmananyyooffwhwhiicchhconconfforormmtototthhe dee devveellopopmmeennt requt requiireremmeennttssoofftthhe Tre Traannssiit Ort Oriieenntedted MMiixedxed--UUsse Dee Devveellopopmmeennt Dt Diisstrtriict. ct. OrOriiggiinanallllyy, Do, DomiminniiuummrequerequesstedtedTITIFFaassssiisstatannceceinintthhe ae ammouounnttooff$2.977$2.977mmillilliioonnoovverertthhe coure coursseeooff20 20 yyearearss. Ne. Neiitthher er CCiittyysstataffffnnor Ehor Ehllererss, t, thheeffiinananncciiaallcoconnssuulltatannt ot offtthhe Ce Ciittyy, deter, determimined tned thhat at aa20 20 yyear TIear TIFFddiisstrtriict perct periiod wouod woullddbbee nneceecesssarsaryyfforortthhe Proe Proppoossed Deed Devveellopopmmeenntttotobbecoecommeeffiinancnanciiaallllyyffeaseasiibblle or e or inintthheebbeessttinintereteressttoofftthhe Ce Ciittyy. Ba. Bassed oed onntthhee 88 EDA MinutesEDA Minutes Page 9Page 9 July 10, 2017July 10, 2017 aannalalyysseesscoconnducted, Cducted, Ciittyysstataffff, Eh, Ehllererssaannd Dod Domiminniiuummare are ininconconsseennssuusstthhatatTITIFFaassssiisstatannce ce inintthhe ae ammouounnttooff $1,817,70$1,817,7077oovver 12 er 12 yyearearssaccouaccounnttininggffor a or a 44%%iinnfflatlatiioonnrate rate wwououlld be d be ssububsstatannttiiallallyyssuuffffiicciieennttfforortthhe Pe Prrooppoossed ed DeDevveellopopmmeennt to pt to prroceedoceed.. BeBefforeoretthhe EDe EDAAtontoniigghhttiisscoconnssiideratderatiioonnoofftthhree ree ((3) re3) ressoollututiiononss;;ReRessoollututiioonn20172017--19,19,aareressoollututiioonndede--certcertiiffyyiin g ng parceparcellssooffllaannddiincorncorppororaatedtedinintthhe preve previiououssKK--MMart/Ceart/CenntratrallAAvveennue TIue TIFFDDiisstrtriictct;;ReRessoollututiioonn20172017--20, a20, areressoollututiioonn adoadoppttining tg thhe TIe TIFFPPllaannffor tor thhe 47e 47aannd Grad Grannd TId TIFFDDiisstrtriictct;;aannd Red Ressoollututiioonn20172017--21,21,aareressoollututiioonnauthorauthoriizziing ang ann tthh ininterterffuunnddlloaoannfforortthhe EDe EDAAtotobbe ree reimimburburssed ed ffor qor quuaallififiied coed cossttssffrorommtthhe TIe TIFFDDiisstrtriict. ct. DahDahllininttrroodducuceeddJJaammeessLLenenhhooffff, co, connssuulltatannt wt wiitthhEhEhllererss, w, whho eo exxppllaaiined tned thhatattthhe acte actiioonnssbbeefforeoretthhe EDe EDAA tontoniigghht are t are nnot apot appprrovoviinng ang anyyssoorrttooffobobliligatgatiioonnassocassociiated wated wiitthhtthhe pe prroojject ect iittsseellff. It . It iissfforortthhe cree creaattiioonnoofftthhee TITIFFPPllaannaannd td thhe TIe TIFFDDiistrstriict ct iittsseellffssootthheetootoolliissaavvaaiillababllee. It is the . It is the prprivivateaterederedevveellopopmmeenntt,,tetennttaattiivvelelyyssc chheduedulled ed ffoorrtthhe EDe EDAAmmeeteetininggiinnAAuguugusst, wt, whhere ere iit at acctuatuallllyyllaayyssout wout whhatatthe the aassssiisstance otance offtthhe pe prroojjectectwill bewill be..LLeennhhooffff eexxppllaaiined tned thhe pe prrooppoosseeddTITIFFDDiisstrtriict wct wiillllhhaavvee3 parce3 parcells ts thhat at aare re llocated ocated iinnssiide a dde a diiffffereerennt TIt TIFFDDiisstrtriict todact todayy.. TThhere ere hhaassbbeeeennnno acto actiivviittyyoonntthhoosse parcee parcellsssso to thheeyycacannbbe ree remmoovved oed ouut ot offtthhat dat diisstrtriict, ct, bbututininordeorderrtotoddo to thhatat,, aannd create d create aannew dew diisstrtriictct,,tthhe EDe EDAAmmust paust passssa Rea Ressoollututiioonntotoddecertecertiiffyytthhoosse parcee parcellssoouuttoofftthhat dat diisstrtriict act assaa parcel(s) parcel(s) cancannnototbbeeininttwwooddiisstrtriictctssatatoonnce. ce. TThhiisshhaassbbeeeennrevreviiewed bewed byytthhe Ce CiittyyAAttorttornneeyyaannddiittiissrecorecommmmeennded ded tthhe Ree Ressoollututiioonnbbe approe approvved. ed. LLenenhhooffffeexxppllaaiined tned thheessecoeconnd Red Ressoollututiioonniisstthhe proe proppoossaallto ato addooppttaammododiiffiicatcatiioonntototthheededevveellopopmmeennt pt prrograogramm fforortthheeDDowownntowtownnCeCenntratrallBusBusiinenessssRedeRedevveellopopmmeennt Dt Diisstrtriictctto eto esstabtablilisshhtthhe 47e 47aannd Grad Grannd Tad TaxxIInncrecremmeenntt tthh FFiinnaannce Dce Diisstrtriict.ct.IIttiissththiissactactiioonntthhat aat acctuatuallllyycreates acreates annd adod adoppttsstthhe TIe TIFFPPllaannaannd TId TIFFDDiisstrtriict ct iittsseellff,,bbututi issnnotot totobbe coe connffuussed wed wiitthhtthhe Ree Re--dedevveellopopmmeennt Cot Conntratracct wt wiitthhDoDomiminniiuumm.. ThThiisspartpartiicucullar actar actiioonnwouwoulld create a d create a nnew ew hhousousining TIg TIFFDDiisstrtriict ct ffor uor upptototthheessttaattuutortoryymmaxaxiimmuummooff2626yyearearss.. AAttlleaeasst 40 percet 40 percennttoofftthhe une uniittssmmuussttbbe ae affffordabordablle to e to hhouousseehhoollddssearnearniing 60 perceng 60 percennttooffAAMMI or I or lleessss..TThhiiss mmeaeannssiinn2017 re2017 rennttssffor or aaoonneebbedrooedroommcancannnot eot exxceed aceed abbout $1017 peout $1017 perrmmoonntthh, t, twwoobbedrooedroomm$1220 per $1220 per mmoonntthhaannd red rennttssffoorraatthhree ree bbedrooedroommaabbout $140out $14000..000 pe0 perrmmoonntthhwhwhiicchhiissupdated updated yyearearllyybbyyHUD. HUD. TThhe TIe TIFFPPllaannaallssoossetetssoouuttaammaxiaximmuummproprojject ect bbudget whudget whiicchhprovproviidedesstthheeffllexexiibilbiliittyyfforortthhe Ce Ciittyy iinnhhowowtthheeffuunnddssininTITIFFDDiisstrtriict cact cannbbe ue ussed aed annd doed doessnnototccorreorressppoonnddtototthheeddoollllararsstthhat at mmaayygo go to tto thhe proe projject ect iittsseellff..IIttiissa pa pllannanniing docung docummeennt,t,nnotottthhe asse assiisstatannce docuce docummeennt. Ret. Rellated to tated to thheeaassssiisstatannce ce docudocummeennt,t,tthhat wat wiillllcocommeefforward orward ininAAuguugussttinintthhe Dee DevveellopopmmeennttAAgreegreemmeennt, t, aakekeyypart topart totthhat at iisstthhe proe profforormmaa aannalalyyssiissaannd td thhe kee keyyaasspectpecttthhere ere iisstthhatattthheeyyare passare passiing tng thhbbututfftetesstt..IIffbbututffththiissaassssiisstatannce, tce, thhee pprroojject ect wwououllddnnototbbe abe ablle to e to mmoovveefforward. orward. DDoomiminniiuummwawassoorriiggiinanallllyyrequerequessttining approxg approxiimmateatellyy2020yyearearssooff aassssiisstatannce rce riigghht at arrouounnd $2,00d $2,0000,00,0000..BaBassed oed onnouourrrevreviiew aew annd detad detaililed aed annalalyyssiiss, we ca, we camme toe totthhe coe connccllususiioonn tthhat at nnoommoreoretthhaann1212yyears oears offaassssiisstatannce ace annd ad abboutout11.482.482mmiilllliioonnwouwoullddbbe appropre appropriiate ate ffoorrtthhe pe prroojject aect anndd DoDomiminniiuummiissiinnagreeagreemmeennt wt wiitthhtthhat at nnuummber. Tber. Thhe Dee DevveellopopmmeennttAAgreegreemmeennttnneexxttmmoonntthhwwiillllaallsso do diisscucusss ts thhat at iitt iissa paa payyaassyyou go aou go annd td thheemmoonneeyyiissnnototpprrovoviided up ded up ffroronnttto tto thhe pe prroojjectect..IIttiissononllyyrecereceiived aved afftertertthhe pe prroojject ect iiss cocommpplleted to Ceted to Ciittyyeexxpectatpectatiioonnss, to, totthhe Pe Pllannanniinng docug docummeennttsstthhat are appat are apprroovved, aed, annd td thheeyyhhaavveesstatarrteteddpapayiying ng propeproperrttyytataxxeess,,iittiissdodonneeininiincrencremmeenntatallffashashiioonnoovver ter thheenneexxt 12 t 12 yyearearss..TThhat wat wiillllcocommeefforward orward ininAAuguugusst at anndd aallllbbususiinesnesssprovproviissiioonnsstthhat at ggo ao alloonng wg wiitthhtthhat wat wiillllbbe reve reviiewed atewed attthhatatttimime. e. TThhe Pe Pllannanniing ang annddZZononiing Cong Commmmiissssiioonnrevreviiewed tewed thhe TIe TIFFPPllaannproproppoossaallatattthheeiirrJJuullyy55, 2017 , 2017 mmeeteetiinng ag anndd tthh ffouounnddiit to t to bbeeininconconfforormmaannce wce wiitthhtthhe Ce CiittyyssCoCommpreprehheennssiive Pve Pllaann. T. Thhe Ce Ciittyyhhaasscocommpplleted aeted allllrequrequiired red nnototiiffiicatcatiioonnssiincncllududiinng tog totthhe Sce SchhoooollDDiisstrtriict act annd Ad Annoka Couoka Counnttyyaannddhhaavveeiissssueduedtthhe propee properrPubPublilic Hearc Heariinngg NotNotiicecessfforortthhe Ce CiittyyCouCounncicillmmeeteetiinng tong toniigghht. Tt. Thhe pe prrooppoossaallaannd docud docummeenntattatiioonnhhaassbbeeeennrevreviiewed bewed byytthhe Ce Ciittyy AAttorttornneeyyaannddhhaassbbeeeennffouounnd to d to bbeeininconconfforormmaannce wce wiitthhStStaatteeSSttaattuutetess..IIttiissuullttimimateatellyyssububjject to ect to aaPuPublbliicc HearHeariinng wg wiitthhCCiittyyCouCounncicilltontoniigghht et evveennaafftertertaketakennhhere. ere. 99 EDA MinutesEDA Minutes Page 10Page 10 July 10, 2017July 10, 2017 TThheeffiinanallResoResollututiioonnautauthhororiizezessaannininterter--ffuunnddlloaoannffoorradadvvaannceceininssoomme oe offtthhe coe cossttssaassssocociiated wated wiitthhtthhe TIe TIFF DDiisstrtriict. Tct. Thhe Dee Devveelloper uoper ullttimimateatellyyiis es exxpectedpectedtotoccoovver aer alllloofftthhe coe cossttsstthhe Ce Ciittyyiincurncurssto creto creaatteeththiissTITIFF DDiisstrtriict act annd td thheeyyhhaavve depoe depossiited ated annaammouounnt wt wiitthhtthhe Ce Ciittyyto drato drawwffrorommto coto covverertthhoosseeccoossttss..IIttiissaallwawayyss recorecommmmeennded tded thhe Ce Ciittyypapassssththiissininterter--ffuunnddlloaoannreressoollututiioonnssootthhat at iifftthhere ere iis as annaddaddiittiioonnaallcocosstttthhat at hhasnasntt bbeeeennrereimimburburssed ed yyetetoorrccoommeessat at aallater dater daattee,,iittaallllowowsstthhe ce ciittyytotollogogtthhat at ccoosst at annd ud ullttiimmateatellyyget get rreeimimburburssed ed tthhrougroughhtthhe TIe TIFFDDiisstrtriict ct iitsetsellff..ThThiissmmakeakessssure ture thhe Ce Ciittyydoedoessnnototiinncur cocur cossttssaandndaallllowsowstthheeininterter--ffuunndd reressoollututiioonnooffupupto $2to $255,00,0000whwhiicchhiis ts tyyppiicacall.. :: QueQuessttiioonnssbbyyMeMemmbeberrss HerrHerrininger queger quessttiioonned ed iiffDoDomiminniioonndoedoessnotnotmmoovveefforward worward wiitthhththiissproprojject, ect, iisstthhe wore workktthhat at hhaassbbeeeenndodonneetoto crecreaateteththiissTITIFFDDiisstrtriict,ct,ononllyyfforortthhiissproprojject. ect. LLeennhohoffffeexxppllaaiined ned iiffffor or ssoomme reae reassoonnDoDomiminniiuummdecdeciided ded nnot to ot to mmoovveefforward, orward, ffoorrwwhhateatevver reaer reassoonn,,tthheewwoorrkkiissnonotttototatallllyylloosst.t.IIt could be used fort could be used forssoommeoeonne ee ellsseewho wanted who wanted to develop the site asto develop the site ashhousousiinnjject wect wiitthhtthhat at mmiininimmuummlleveevellooffaaffffordabordabiilliittyy,,or it could be or it could be mmododiiffiied ed ffor or aannotothher er ppoteotennttiiaallhhousousiinng prog projject.ect.HHoweowevver, er, iiffa Developer a Developer cacammeeiinnwith awith aCCoommmmercerciiaallor Ior Inndudusstrtriiaallproprojject,ect, ththiissttyypepeooffddiisstrtriict ct wwououllddnnototwworkork..LenhoffLenhoffffurturthher eer exxppllaaiinednedtthhat eat esssseennttiiaallllyy,,DoDomiminniiuummhhas 4 as 4 yyearearssto gto geettaa pprroojject ect sstatarrtetedd..If it is not started within that timeframe If it is not started within that timeframe tthheennit would be it would be decertdecertiiffiieded.. SchmSchmiittttssttaateteddtotommeemmberbersstthhat at LLenenhhooffffwouwoullddbbe pree presseennt at annd ad avvaiaillabablleeffor queor quessttiioonnssatattthhe Ce CiittyyCouCounncicill mmeeteetiinnggffoollllowowiing tng thhe EDe EDAAmmeeteetiningg.. DahDahllaallsso wao wanntedtedto eto exxppllaaiin tn thhat tat thhe $1,817,707 e $1,817,707 dodollllararssoovverertthheenneexxt 12 t 12 yyearearssaccouaccounntstsffor or aa4 perce4 percenntt iinfnfllatatiioonnraterate,,bbutut,,the amountthe amountwwiillllbbeessuubbsstatannttiiaallllyyssmmalalller er iinntthhe EDe EDAA CoConntratraccttaatt$1,482,000$1,482,000..LLenenhhooffffccllarariiffiied ted thhe pe pllaannaassssuummeesstthhere were wiillllbbeeiinfnfllatatiioonn,,bbututfforortthhe Dee Devveellopopmmeenntt AAgreegreemmeennt,t,iinfnfllatatiioonniissgegennerallerallyynnototiincnclluded, auded, assiit pt prrovoviidedessmmore ore ffllexexiibilbiliittyytototthhe Ce Ciittyynnotottotoiinnccllude ude iit. t. Motion bMotion byyBueBuessgengenss,,sseconded beconded byyMuMurzrzynyn,,ttoowwaive the aive the rreading eading oof Ref Ressoluoluttion 2017ion 2017--1199, the, therreebeing being ample copies available tample copies available toothe publithe publicc.. MMOTOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess.. Motion byMotion byBueBuessgengenss,,sseconded byeconded byHeHerrrringeingerr,,to adopt Reto adopt Ressolutioolutionn20172017--1199,,ReRessolution olution AppApprrovingovingththeeeliminationeliminationooffpaparrcelscelsffrromomthetheKK--MaMarrt/t/CentralCentralAvenueAvenueTaxTaxIncIncrrement ement FFinancinginancingDiDisstricttrict((CountyCountyIdentifieIdentifierrT4)T4)wwithinithinthetheCentralCentralBuBussineinessssDiDissttrrictict Redevelopment Redevelopment PrProject in the Citoject in the CityyooffColumbiColumbiaaHHeeightightss.. MMOTOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess 1010 EDA MinutesEDA Minutes Page 11Page 11 July 10, 2017July 10, 2017 COLUMBIA HECOLUMBIA HEIIGHTGHTSSECOECONNOMIC DEOMIC DEVVELOELOPPMENT AUTHORMENT AUTHORIITYTY CITY OCITY OFFCOLUCOLUMMBIA HEIGHBIA HEIGHTTSS ANOKANOKAACOUNTYCOUNTY STASTATTE OE OFFMINMINNNESESOOTATA RESOLUTRESOLUTIION NOON NO..22017017--1919 RESOLUTRESOLUTIIONONAAPPPPROVINGROVINGTHETHEELIELIMMINATIINATIOONNOOFFPPARCELSARCELSFFROROMMTTHEHE KK--MAMARRT/CENTRALT/CENTRALAVENAVENUUEETTAAXXINCREINCREMMENTENTFFINANINANCCINGINGDISTRICTDISTRICT (COU(COUNNTTYYIDENTIIDENTIFFIEIERRT4T4))WITHIWITHINNTHETHECCEENTRALNTRALBUSINEBUSINESSSSDISTRICTDISTRICT REDEVELOREDEVELOPPMENT PMENT PRROJECOJECTTIINNTHTHEECITCITYYOOFFCOLUMBICOLUMBIAAHEIGHHEIGHTTSS .. WHWHEEREREAAS, oS, onnSSeepteptemmbbeerr2222,,2020003, t3, thheeCCiittyyooffColumbColumbiia Ha Heeigighhttss(th(thee""CityCity"") cr) creeateatedditsits KK--Mart/CMart/CeenntraltralAveAvennuueeTaxTaxIInncrecremmententFiFinnaanncincinggDistrDistriicctt(C(CoouunnttyyIdIdeennttiififieerrT4T4))(t(thhee""TITIFFDDiistrstriictct"")) wwiithin thin iittssCeCenntral tral BBusinusineess Dss Diistrstriict Rct Reedevdeveeloplopmmeennt Projt Projeecctt(th(thee""PrProojectject""))bbyyapprapprovoval al oof a tax f a tax iinncrecremmentent fifinnancing pancing pllan (than (thee"TIF P"TIF Pllanan))ffoor thr theeTITIFFDistriDistricct; at; anndd WHWHEEREREAAS,S,ththeeCoColluummbbiiaaHHeeigighhttssEconomicEconomicDevDeveellooppmmententAAuthuthoorriittyy(the(the""EDA")EDA")iissthethe admiadminniistratstratiivveeautauthhoorriittyyffoor tr thheeTIF District;TIF District;andand WHWHEEREREAAS,S,thethefofolllowinlowinggproppropeerties,rties,bybyprprooppeertrtyyideidennttiiffiicationcationnnuummbbeer,r,wweerreeiinncludedcludedininthethe TITIFFDistriDistricct:t: 2525--3030--2424--3232--00640064 2525--3030--2424--3232--00650065 2525--3030--2424--3232--00720072 WHWHEEREREAAS,S,ththeeEDAEDAddeessiirreessbbyyththiissrreesolutionsolutionttooamendamendthetheTIFTIFPlaPlanntotoremovremoveeththeeaboveabove-- ddeescribescribeddparcparcelels fros frommththeeTIF DistrictTIF District,,tthheerreebbyyreredducinucinggththeesizsizeeththeerereoof; andf; and WHWHEEREREAAS, thS, theettootatallcurrecurrennt nt neet tax cat tax cappacitacityyoof thf theeparcparceells ts toobbeeeelimiliminnateateddfrofrommththeeTIF DistrictTIF District eeqquals uals oorreexceeds thxceeds theenneet tax capact tax capaciittyyof thof thoosseeparcparceellssiinnththeeTIF DTIF Diistrstriiooririggiinnal nal neet tax capact tax capaciittyyanandd,, ththeerreeffoorerethisthisaammendendmmententttoothetheTIFTIFPlaPlanniissaccomplaccompliishedshedpursuapursuannttttooMinnesotaMinnesotaStatutes,Statutes,SeSecctiontion 469.175469.175,,SubSubddivisioivisionn4, clause (4, clause (ee)(2)()(2)(AA).). NONOWWTHEREFORETHEREFORE,,BBEEITITRESOLRESOLVVEDEDtthhatatththeeTIFTIFPlaPlannffoorrthetheTIFTIFDDiistrstriiccttiisshheerreebyby amendamendeeddttooreremmovoveeththeeddeescribescribeddparcparcelels and ths and theeExecutivExecutiveeDDiirereccttoorriis auths authoorriizezeddananddddiirreectecteddttoonotnotiifyfyththee CCoouunnttyyAAududiittoorrththeereoreoffpurspursuuant tant tooMinnesotMinnesotaaStaStattutes, Seutes, Secction 46tion 4699.175, Subdi.175, Subdivvisioisionn4, clause (4, clause (ee).). AADOPTEDDOPTED::JuJullyy10, 201710, 2017 ________________________________________________________________________________________________________________________________________ VViicceePrPreesidesidennttSSeecrcreetarytary (S(Seeal)al) 1111 EDA MinutesEDA Minutes Page 12Page 12 July 10, 2017July 10, 2017 Motion bMotion byyBueBuessgengenss,,sseconded beconded byyMuMurzrzynyn,,ttoowwaive the aive the rreading eading oof Ref Ressoluoluttion 2017ion 2017--2200, the, therreebeing being ample copies available tample copies available toothe publithe publicc.. MMOTOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess.. MotionMotionbybyBueBuessgengenss,,ssecondedecondedbybyNovitNovitssky,ky,ttooaadoptdoptReRessolutionolution20120177--2200,,aaReRessolutionolutionadoptiadoptinng g thethemodmodiificatioficationnttoothetheDevelopmentDevelopmentPrProoggrramamfoforrththeeDoDowwntontowwnnCentCentrralalBuBussinessiness RedevelopmentRedevelopmentPrProject,oject,eesstablishingtablishingthethe4747andandGGrrandandTaxTaxIncIncrrementementFFinancinginancingDiDisstrict trict thth thetherrein, anein, anddadopting adopting aaTaTaxxIInnccrrement ement FFinancinginancingPPlan thelan therrefoeforree.. MMOTOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess COLUMBIA HECOLUMBIA HEIIGHTGHTSSECOECONNOMIC DEOMIC DEVVELOELOPPMENT AUTHORMENT AUTHORIITYTY CITY OCITY OFFCOLUCOLUMMBIA BIA HEIGHHEIGHTTSS ANOKA COUNTYANOKA COUNTY STASTATTE OE OFFMINNESOTAMINNESOTA RESOLRESOLUUTIOTIONNNONO..20172017--2020 RESOLUTRESOLUTIIONONADOADOPPTINGTINGAAMODIMODIFFICATIICATIOONNTOTOTHETHEDDEVELOEVELOPPMENTMENT PPROGRAMROGRAMFFORORTHETHEDOWNTOWDOWNTOWNNCENTRALCENTRALBUSINEBUSINESSSS REDEVELOREDEVELOPPMENT PMENT PRROJECT, EOJECT, ESSTABLITABLISSHINHINGGTHE 47THE 47TTH AND GRANH AND GRANDDTTAAXX INCREMENTINCREMENTFFINANINANCCINGINGDISTRICDISTRICTTTHERTHEREEIN,IN,ANDANDADOADOPPTINGTINGAATTAAXX INCREMENT INCREMENT FFINANINANCCING PLAN ING PLAN TTHEREHEREFFOR.OR. WHWHEEREREAAS,S,iitthhas beas beeennproposeproposeddbbyyththeeBoard of ComBoard of Commmissionissioneers (thrs (thee"Boar"Boardd""))oof thf theeCCoolluummbbiiaa HeigHeighhtstsEconomic DevEconomic DeveellooppmmententAAuthuthoorriittyy(th(thee""EDAEDA""))aannddththeeCCiitytyofofCCoolluummbbiiaaHeigHeighhtsts(the (the ""CCiity")ty") tthhatattthheeEDEDAAadoptadoptaaMMooddiiffiicationcationttooththeeDevelopmDevelopmenenttPrProgograramm(th(thee""DevDeveellooppmmeennttProProggramram MoModdificationification"") f) foor thr theeDowDownntowtownnCeCenntral tral BBusinusineess Redevss Redeveellooppmment Prent Prooject (thject (thee""PrProoject ")ject "),,eestablisstablishhthethe 47t47thhandandGraGrandndTaxTaxIInncrecremmeennttFiFinnancingancingDDiistrstriictct(th(thee""DDiistrstriictct""))wwiithithinnthethePrProojecjecttandandadoptadoptaaTaxTax InInccreremment Finaent Finanncing Plan (thcing Plan (thee""TIF PlaTIF Plann") th") theerefrefoor (the Devr (the Deveelloopment Propment ProggrarammMoModdificatiificatioon and the TIFn and the TIF PlaPlannarareerreeffeerrerreddttoocollecollecctiveltivelyyhheereireinnas tas thhee""PrProgogram anram anddPlaPlann"), al"), alllpurspursuuant tant tooananddiinnconfconfoorrmimittyywwiithth applappliicablecablellaaww,,iinncludincludinggMinnMinneessootataStatutStatutees,s,SSeectionsctions469.090469.090ttoo469.1081,469.1081,ananddSSeectioctionnss469.174469.174toto 469.1794,469.1794,iinclusivnclusivee, as a, as ammendendeed (thd (thee"Act"Act""), all as re), all as refflectelecteddiinnthe Prthe Progograrammand Plan and prand Plan and preesesennteteddffoorrththe e BBooarardd's co's connsidsideeratiorationn; and; and WHWHEEREREAAS, tS, thheeEDEDAAhhasasiinvnveestigatestigateddththeefacts rfacts reellatinatinggttooththeeProProggrarammand Plaand Plannananddhhas causas causeeddththee PrProgograrammananddPPllan tan toobbeeprpreeparpareedd; and; and WHWHEEREREAAS,S,ththeeEDEDAAhhasasppeerfrfoorrmmeeddalalllactactiioonnssrereqquuiiredredbybyllaawwttoobbeeppeerfrfoorrmmededprpriioorrttoothethe adadooptptiiononoof thf theeProProggram anram anddPPllaann. Th. TheeEDEDAAhhas aas allssoorereqquueested the Csted the CiittyyPPllanannnininggCoCommmmission tission tooprproovidevide ffoor rr reevieviewwoof and f and wwrriittettenncommecommennttoonnPrProgograrammand Plaand PlannananddtthhaattththeeCCoouunncicillschescheddululeea puba publilic hc heearariingngoonn ththeePrProgograrammaandndPPllan upoan uponnpublpubliishesheddnotnotiicceeas ras reeqquuiirereddbbyylalaww.. NONOWW, THER, THEREEFORE, BE FORE, BE IIT RESOLT RESOLVVED bED byyththeeBBooararddas fas foollollowws:s: 1.1.TThheeEDEDAAhheerreebbyyfinfindds ts thhat that theeDDiistrstriict ct iis is innththeepublic ipublic inntteerreest anst anddiis a s a ""hhoousinusinggddiistrstriictct""undundeerr SSeectictioonn469.174,469.174,SubSubdd..1111ooffththeeAct,Act,ananddfinfinddsstthhatattthheeadoptioadoptionnooffththeeprprooppooseseddPrProgograrammandand PlaPlanncoconnffoorrmmssiinnall rall reespspeects to thcts to theerereqquuiiremremeents nts oof the f the AAct anct anddwill hewill hellp fup fullffiill a nell a neeed td toodevdeveelloopp an aran areeaaoof thf theeStatStateeooffMinnMinneessoota fta foor affr affoordablrdableeananddhighighhqualitqualityyhousinhousingg.. 2.2.TThheeEDAEDAfurthfurtheerrfifinnddsstthhatatththeeProProggrarammananddPlaPlannwill affwill affoorrddmmaxiaximmuummooppppoorturtuninittyy,,consconsiistestenntt wwiitthhththeesound nesound neededs fs foor thr theeCCiittyyas a as a wwhhoollee,,ffoor thr theedeveldevelooppmmeennttoor rr reedevdeveeloplopmmeennttoof thf theeProjProjeectct AArreea ba byypriprivvatateeeenntteerprrpriisseeiin tn thhat that theeiinntetennttiis ts tooprovidprovideeonlonlyytthhat publiat publiccassassiistastanncceenecneceessary tossary to mmakakeeththeepriprivvatateedevdeveellooppmments fients finnancially fancially feeasasiiblblee.. EDA MinutesEDA Minutes 1212 Page 13Page 13 July 10, 2017July 10, 2017 3.3.TThheebbooununddariariees os offththeePrProojjeect arct areenot beinnot beinggeexpandexpandedd.. 4.4.TThheerreeasasonons and facts supps and facts suppoortrtiinnggththeefinfinddininggs is inntthhiis ress resoollutioutionnarareeddeescribescribeddiinnththeePrProgograrammandand PlaPlann.. 5.5.TThheeEDEDAAeleleects tcts toocalcalccuullatateeffiiscal dscal diisparspariititiees fs foor thr theeDDiistrstriict ict innaccaccoorrddaanncceewwiitthhSSeectioctionn469.177,469.177, Subd.Subd.3, c3, cllausauseebbooffththeeAAct,ct,whwhiichchmmeeaannssththeeffiiscalscalddiisparspariititieesscoconntrtriibutiobutionnwwiillllbbeetaketakennfrom from iinnsidsideeththeeDDiistrstriict.ct.ItItiissnnoottantantiicipatecipateddtthhatatththeeDDiistrstriictctwiwillllcoconntaitainncomcommmeercrciial/inal/inddustrustriialal proppropeertrtyy..AAssaarreesusullt,t,ththeerreeshshooululddbbeennooiimmpacpacttoonnththeeDDiistrstriiccttdduueettooththeeffiiscalscalddiisparitsparitiieses provproviision.sion. 6.6.CCoondndiittiioned upooned uponnththeeapproapprovval thal theerereoof by the Citf by the CityyCouCounncicillfollofollowwing ing iits publits publicchheearinaringgththeereoreonn,, ththeeProProggrarammand Pand Pllanan,,as pras preesesennteteddto the EDto the EDAAoonnththiissddatatee, ar, areehheerreebbyyapprapproovevedd,,eestablishstablisheed andd and adadooptepteddananddshall bshall beeppllacaceeddoonnfilfileeiinnththeeoofficfficeeof thof theeExeExeccutivutiveeDirDireectctoor or offththeeEDEDAA.. 7.7.UUpoponnapprapprovovaallooffthethePrProgograrammandandPlaPlannbybythetheCitCityyCCoouunncicill,,EDAEDAstaffstaff,,advadviissoorsrsandandleleggalal ccoouunnsesellarareeautauthohorriizezeddaandndddiirecterecteddttooprprooceeceeddwwiitthhththeeiimmpleplemmentatioentationnoof thf theePrProgograrammananddPlanPlan ananddffoor tr thihis purposs purposeettoonegnegoottiiatatee,,ddraft, raft, pprreeparpareeananddprpreesesennt tt tootthhiis Bs Booararddffoorriits cots connsidsideeratiorationnallall furthfurtheerrppllans,ans,rreesosollutions,utions,ddoocumentscumentsananddcontractscontractsnnececeessarssaryyffoorrtthihisspurppurpoossee..AAppropprovvalalooffthethe PrProgograrammand Plaand Planndodoeessnonottconstconstiituttuteeapprapprovoval of any pral of any prooject ject oorraadevdeveellooppmmenenttaaggrereememententwwiithth ananyydevdeveellooppeer.r. 8.8.UUpoponnapprapprovoval al oof thf theeProProggrarammand Plaand Plannbbyythe Citthe CityyCCoouunncicill, th, theeExExeecutive Dcutive Diirreectctoorroof thf theeEDAEDA iissautauthohorizerizeddandandddiirreectecteddttooffoorrwwararddaaccooppyyooffththeeProProggrarammandandPlaPlannttooththeeMinnMinneessootata DDeepartmpartmenenttoof Revf RevenenuueeananddththeeOfficOfficeeoof the Statf the StateeAAududiittoor pursuar pursuannt tt tooSSeectioctionn469.175, Sub469.175, Subdd. 4a. 4aooff ththeeAct.Act. 9.9.TThheeExeExeccutive Dutive Diirreectctoorroof thf theeEDEDAAiis auths authoorriized and dzed and diirereccteteddttooffoorrwwarardda ca cooppyyoof thf theeProProggramram ananddPPllan tan tooththeeAnoAnokkaaAAududiittoor anr anddrereqquueest tst thhat that theeAAududiittoor cr ceertify the rtify the oorigiriginnaalltax capactax capaciittyyoof thef the DDiistrstriict as dct as deescribescribeddiinnththeePrograProgrammananddPPllan, aan, alllliinnaccaccoorrddancanceewwiitthhSectioSectionn469.17469.1777oof thf theeAAct.ct. AApprovepproveddbbyyththeeBBooararddoof Comf Commimissionssioneers ors offththeeCCoolluummbbiia Heiga Heighhts Econots Econommic Devic Deveellooppmment ent AAuthuthoorriittyyonon JuJullyy10, 2017.10, 2017. ______________________________________________________________________________ VViicceePrPreesidesidenntt AATTETTESST:T: ____________________________________________________ SSeecrcreetarytary MotioMotionnbybyBueBuessgengenss,,sseconded by Heeconded by Herrrringeinger,r,ttoowwaive the aive the rreading eading oof Ref Ressolutioolutionn20172017--2211,,thetherre beie beinngg ampample copies available tle copies available toothe publithe publicc.. MMOTOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess.. Motion bMotion byyBueBuessgengenss,,sseconded beconded byyNovitNovitssky, tky, tooaaddopt Reopt Ressolutioolutionn20172017--2211,,aaReRessolutioolutionnauthorizing an authorizing an inteinterrfunfunddloaloannfoforradvance advance oof cef cerrtataiin con cossts in connection ts in connection wwith the 47ith the 47ananddGGrrandandTax IncTax Incrrement ement tthh FFinancininancinggDiDisstrict. trict. MMOTOTIIOONNPASSED.PASSED. Roll calRoll calll::AlAlllAyeAyess 1313 EDA MinutesEDA Minutes Page 14Page 14 July 10, 2017July 10, 2017 COLUMBIA HECOLUMBIA HEIIGHTGHTSSECOECONNOMIC DEOMIC DEVVELOELOPPMENT AUTHORMENT AUTHORIITYTY ANOKA COUNTYANOKA COUNTY STASTATTE OE OFFMINNESOTAMINNESOTA RESRESOOLUTION NLUTION NOO..22001717--2121 RESOLUTRESOLUTIION AUTHORION AUTHORIZZING AING ANNINTERINTERFFUND LOAUND LOANNFOR ADFOR ADVVANCE OFANCE OF CERTAIN COSCERTAIN COSTTS IN CONS IN CONNNECTIOECTIONNWITWITHHTTHHEE4747ANANDDGRANGRANDDTAXTAX tthh INCREMENT INCREMENT FFINANINANCCING DISTRIING DISTRICCT.T. BBEEITITRREESOLSOLVVEDEDbbyyththeeBBooararddooffComCommmissionissioneerrss(th(thee"B"Booarardd""))ooffththeeCCoolluummbbiiaaHeigHeighhtsts EconoEconommic Devic DeveellooppmmeennttAAuthuthoorriittyy(th(thee""AAuthuthoorriityty""), as f), as foollollowws:s: SSeectictioonn1.1.BBackackggrroounundd.. 1.01. T1.01. ThheeCCiittyyandandAAuthuthooritrityyhhavaveehheerreetoftofoore apprre approoved the ved the eestablishmestablishmennttoof thf thee4747and Grandand Grand tthh TaxTaxIInncrecremmeennttFinaFinanncincinggDDiistrstriictct(the(the""TIFTIFDDiistrstriictct""))wwiithithinnththeeDowDownntowtownnCeCenntraltralBBusinusineessss RedevRedeveellooppmmententPrProojjeectct(th(thee""ProjProjeectct""),),ananddhhavaveeadopteadopteddaaTaxTaxIInncrecremmententFinancinFinancinggPlaPlann(th(thee""TIFTIF PlaPlan"n"))ffoorrththeepurppurpoosseeoofffifinnancingancingcceertartaiinniimmprovementsprovementswwiitthhiinnththeeProjProjeect,ct,purspursuuantantttooMMiinnnneessootata StatutStatutees,s,SSeectioctionnss469.174469.174ttoo469.1794469.1794,,aassamameendendedd(th(thee..TThheeAAuthuthoorriittyyadminadminiiststeersrsththeeTIFTIF DDiistrstriict.ct. 1.02. T1.02. ThheeAAuthuthoorriittyyhhas das deetteerrmmineineddttoopay fpay foor cr ceertartaiin cn coosts sts iidedennttiifiefieddiinnththeeTIF PlaTIF Planncoconnssiistingstingooff lland/builand/builddininggacacqquuiissiition,tion,ssiitteeimproveimprovemments/prents/preeparatioparationn,,pubpubliliccututiilities,lities,ooththeerrqqualifyingualifying iimmprovemeprovemennts, its, inntteerreest and adminst and adminiistratstratiivveecosts (collectivcosts (collectiveellyy, th, thee""Qualified CQualified Coosts"), whsts"), whiich costs ch costs mmay beay be fifinnanceanceddoonna tea temmppoorarraryybasis frobasis frommCCiittyyoorrAAuthuthoorriittyyfunds afunds avvaiaillablableeffoor sucr suchhpurppurpoossees.s. 1.03. 1.03. UUndndeer Minnr Minneessoota Sta Sttatutatutees, Ss, Seectictioonn469.178469.178,,SubSubdd. 7, t. 7, thheeAAuthuthoorriittyyiis auts authhoorriizezeddttooadadvvanceance oor lr looan an mmoney from thoney from theeCitCityy's gen's geneeral funral funddoor any r any ooththeer funr funddfrofrommwhich sucwhich suchhadvancadvanceessmmaayybe lebe leggallyally autauthohorriizezedd, i, innordordeer tr toofifinnancanceeththeeQuaQualilifiefieddCCoosts.sts. 1.04.1.04.ThTheeAAuthuthoorriittyyiinntentenddssttooreireimmbursburseeiitstseelflfffoorrththeeQualifiedQualifiedCCoostsstsfromfromtaxtaxiinncrecremmentsents ddeerived from thrived from theeTIF DTIF Diistrstriict ict innaccaccoorrddaannce wce wiith the terth the termmssoof this rf this reesolutisolutioon (whn (whiich tch teerrmms ars areerefrefeerrerreddt oto collcolleectivelctivelyyas tas thhee"Int"InteerfurfundndLLooan").an"). SSeectictioonn2.2.TTeerrmms of Is of Inntteerfund Lrfund Looanan.. 2.01.2.01.TThheeAAuthuthoorriittyyhheerreebbyyauthauthoorriizeszesththeeadvaadvannceceooffupupttoo$25,00$25,0000fromfromththeeEconomicEconomic DevDeveellooppmmenenttfund fund oor sr soommuch thuch theerereoof as f as mmay bay beepaipaiddas Qualas QualiifiefieddCCoosts. Tsts. ThheeAAuthuthoorriittyysshhalalllrreeimburseimburse iitstseelf flf foor sucr suchhaadvdvaanncceess,,togtogeeththeer wr wiitthhiinntteerreest at thst at theeratrateestatestateddbelobeloww, from A, from AvvaiaillablableeTax ITax Inncremcremeent (asnt (as dedeffineineddiinnSSeectioctionn2.03). 2.03). IInntteerreeststaccruaccrueessoonnththeeprpriincnciipalpalaammoouunnttfrofrommththeeddatateeofofeeacachhadvaadvannccee..TheThe mmaxiaximmuummratrateeooffiinntteerreeststppeerrmmiittetteddttoobebechargechargeddiissllimiteimiteddttooththeeggrreeatateerrofofththeeratrateessspspeecifiedcifiedundundeerr MMiinnnneessoota Stata Stattututees, Ss, Seectioctionn270C.40 270C.40 oor Sr Seectioctionn549.09 as 549.09 as oof thf theeddatateeththeellooananoor adr advvancanceeiis auts authohorriizezedd,, unlunleessssththeewwrriittettennagreemagreemeennttstatstateesstthhatatththeemmaxiaximmuummiinntteerreeststratrateewillwillfflluctuatuctuateeasastthheeiinntteerreeststratrateess spspeecified undcified undeerrMMiinnesnnesootataStatutStatutees,s,SSeectioctionn270C.40270C.40oorrSectioSectionn549.09549.09arareefrom timfrom timeettootimtimeeadadjjusteustedd.. TThheeiinntteerreest st ratrateeshall bshall bee4% and wi4% and willllnnoot ft flluctuatuctuatee.. 2.02. Pri2.02. 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Payct. Paymmeenntstsoonnthis Ithis Inntteerfund Lrfund Looananmmaayybbeesubsuboordirdinnateateddttooany any ooutstautstanndindinggoor futurr futureebonbondds, ns, nootteessoorr 1414 EDA MinutesEDA Minutes Page 15Page 15 July 10, 2017July 10, 2017 coconntractstractssseecurecureddiinnwholwholeeoorriinnpartpartwwiitthhAAvvailablailableeTaxTaxIInncrecremment,ent,andandarareeoonnparpariittyywwiitthhanyanyooththeerr ooutstautstanndindinggor futuror futureeiinntteerfund loarfund loanns ss seecurecureddiinnwholwholeeor or iinnparparttwiwitthhAAvvaiaillablableeTax ITax Inncrecremmeennt.t. 2.04.2.04.TThheepriprinncipalcipalsusummananddallallaccrueaccrueddiinntteerreeststpayablpayableeundundeerrthisthisIInntteerfurfunnddLLooaannarareeprpree-- payablpayableeiinnwwhhololeeoorriinnparparttatatananyytimtimeebbyyththeeAAuthuthoorriittyywwiiththooututprepremmiiuummoorrpepennaltaltyy..NNoopartialpartial prpreepaymepaymennt shall affect tht shall affect theeaammoouunnttoor timinr timinggoof any f any ooththeer rer regguullar payar paymmeennttooththeerwrwiisseerereqquuiirereddttoobe be mmadeade undundeer tr thihis Is Inntteerfund Lrfund Looaann.. 2.05.2.05.TThhiissIInntteerfunrfunddLLooananiisseevidencvidenceeooffan ian inntteernalrnalbboorrrroowinwinggbbyyththeeAAuthuthoorriittyyiinnaccaccoorrddanceance wwiitthhSSeectictioonn469.178, Subd. 469.178, Subd. 77oof tf thheeAAct, anct, anddiis a s a llimiteimiteddooblibliggatioationnpayablpayableesolelsolelyyfrofrommAAvvaiaillablableeTaxTax InInccreremmententpledgedpledgedttooththeepaymentpaymenthheerereooffundundeerrthisthisrreesosollution.ution.TThhiissIInntteerfunrfunddLLooaannandandthetheiinntteerreestst hheereoreonnsshhalalllnnoottbbeededeeememeddttooconstconstiituttuteeaagengeneeralraloobblliiggatioationnooffththeeStatStateeooffMinnMinneessootataoorrananyypoliticalpolitical subsubddivisioivisionnththeerereoof, if, innclucluddiningg, w, wiiththoout ut llimitatioimitationn, th, theeCitCityyoorrAAuthuthoorriittyy. 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T2.06. ThheeAAuthuthoorriittyymmay aay ammenenddththeetteerrmmssoof this If this InntteerfunrfunddLLooan at aan at anynytimtimeebbyyrreessoollutioutionnoof thef the BBooarardd, i, innclucluddiningga da deetteerrmmiinnatatiioonnttooffoorrggiviveeththeeooutstandinutstandinggpriprinncipal acipal ammoouunnt and accruet and accrueddiinntteerreest tst toothethe eextextennt pt peerrmmiissssiiblbleeundundeer lar laww.. SSeectictioonn3.3.EffEffeectivctiveeDatDatee. Th. Thiis rs reessoollutiutioonniis effs effeectivctiveeupon thupon theeddatateeof of iits apprts approovval.al. AdAdooptepteddbbyyththeeBBooararddoof Cof Commmmissionissioneers rs oof thf theeCCoolluummbbiia Heiga Heighhts Econots Econommic Devic Deveellooppmment ent AAuthuthoorriittyyonon JuJullyy10, 2017.10, 2017. AATTETTESST:T: ______________________________________________________________________________________________________________________________________________ ExeExeccutivutiveeDirDireectctoorrSSeecrcreetarytary OTHER BUSINESS:OTHER BUSINESS: TThhere waere wassnno oto othher er bbususiinenesss.s. TThheemmeeteetining wag wassadadjjourournned at ed at 7:07:077ppmm.. RReesspepeccttffuullllyyssububmmiittettedd,, JJododiiGGrriiffffiinn AAccttiinnggSSeeccrreettaarryy 1515 RESOLUTION RESOLUTION NO. NO. 20120177--2222 A A RResolution of the esolution of the Economic Development Authority Economic Development Authority of Columbia Heights, Minnesota, of Columbia Heights, Minnesota, Approving the Approving the Financial Statements for Month of Financial Statements for Month of JuneJune 20120177 and the Payment of the Bills for the Month of and the Payment of the Bills for the Month of JuneJune 20120177.. WHEREASWHEREAS,, the Columbia Heights Economic Development Authority (EDA) is required by Minnesota Statutes the Columbia Heights Economic Development Authority (EDA) is required by Minnesota Statutes Section 469.096, Subd. 9, to prepare a detailed financial statement which shows all receipts and Section 469.096, Subd. 9, to prepare a detailed financial statement which shows all receipts and disbursements, their nature, the money on hand, the purposes to whidisbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, ch the money on hand is to be applied, the EDA's credits and assets and its outstandthe EDA's credits and assets and its outstanding liabilities; anding liabilities; and WHEREAS,WHEREAS, said Statute also requires the EDA to examine the statement and treasurer's vouchers or bills and if said Statute also requires the EDA to examine the statement and treasurer's vouchers or bills and if correct, to approve them by resolution correct, to approve them by resolution and enter the resolution in its records; andand enter the resolution in its records; and WHEREAS, WHEREAS, the financial statement for the the financial statement for the month month of of JuneJune 20120177 has been reviewed by the EDA Commission; has been reviewed by the EDA Commission; and and WHEREAS, WHEREAS, the EDA has examined the financial statements and finds them to be acceptable as to both form the EDA has examined the financial statements and finds them to be acceptable as to both form and accuracy; and and accuracy; and WHEREAS, WHEREAS, the EDA Commission has other means to verify the intent of Section 469.096, Subd. 9, including the EDA Commission has other means to verify the intent of Section 469.096, Subd. 9, including but not limited to Comprehensive Annual Financial Reports, Annual City approved Budgets, Audits and similar but not limited to Comprehensive Annual Financial Reports, Annual City approved Budgets, Audits and similar documentation; and documentation; and WHEWHEREAS,REAS, NOW, THEREFORE BE IT RESOLVEDNOW, THEREFORE BE IT RESOLVED by the Board of Commissioners of the Columbia Heights Economic by the Board of Commissioners of the Columbia Heights Economic Development AutDevelopment Authority that it has examined the referenced financial statements including the check history, hority that it has examined the referenced financial statements including the check history, and they are found to be correct, as to form and content; and and they are found to be correct, as to form and content; and BE IT FURTHER RESOLVED BE IT FURTHER RESOLVED the financial statements are acknowledged and received and the check historthe financial statements are acknowledged and received and the check history as y as presented in writing is approved for payment out of proper funds; andpresented in writing is approved for payment out of proper funds; and BE IT FURTHER RESOLVED BE IT FURTHER RESOLVED this resolution is made a part of the permanent records of the Columbia Heights this resolution is made a part of the permanent records of the Columbia Heights Economic Development Authority.Economic Development Authority. ORDER OF ORDER OF ECONOMIC DEVELOPMENT AUTHORITYECONOMIC DEVELOPMENT AUTHORITY PassPassed this _________ dayed this _________ day of ______________________, 201of ______________________, 20177 Offered by:Offered by: Seconded by:Seconded by: Roll Call:Roll Call: PresidentPresident Attest:Attest: SecretarySecretary 1616 Resolution Resolution 20172017--2222 1717 1818 1919 2020 2121 2222 2323 2424 2525 2626 2727 2828 2929 3030 3131 3232 3333 3434 3535 3636 3737 3838 3939 4040 4141 4242 4343 4444 4545 4646 4747 4848 4949 5050 5151 5252 5353 5454 5555 AGENDA SECTIONAGENDA SECTION BUSINESS ITEMBUSINESS ITEM ITEM NO.ITEM NO. 66 MEETING DATEMEETING DATE AUGUST 7AUGUST 7, 201, 20177 CITY CITY OF COLUMBIA HEIGHTS OF COLUMBIA HEIGHTS ECONOMIC DEVELOPMENTECONOMIC DEVELOPMENT AUTHORITYAUTHORITY ITEM:ITEM:Approve Approve 47th and Grand Avenue 47th and Grand Avenue Contract for Private RedevelopmentContract for Private Redevelopment DEPARTMENT:DEPARTMENT: Community DevelopmentCommunity Development BYBY/D/DATEATE:: Keith M Dahl, Keith M Dahl, August 2August 2,, 20120177 BYBY/D/DATEATE:: BACKGROUND:BACKGROUND: On On July 10July 10, 2017, , 2017, as well as as well as the the City City of of the City of the City of CityCityapproved the establishmentapproved the establishment of the 47of the 47thth and Grand tax increment financing and Grand tax increment financing district, and adopted the district, and adopted the TIFTIF plan for said plan for said TIF TIF districtdistrict. . Therefore, pursuant to StateTherefore, pursuant to State Statute, Sections 469.174 to 469.1794 Statute, Sections 469.174 to 469.1794 the EDA is authorized to the EDA is authorized to undertake and provide undertake and provide TIF assistance TIF assistance toto facilitatefacilitate redevelopment within the 47redevelopment within the 47thth and Grand TIF district.and Grand TIF district. Originally, Originally, Dominium requested TIF assistance Dominium requested TIF assistance in the amount of $2.977 million in the amount of $2.977 million over 20 years over 20 years totooffset offset qualified costs qualified costs related to related to the the development of development of aa proposedproposed affordable multiaffordable multi--family, workforce housing project family, workforce housing project thth and Grand Avenueand Grand Avenue.. However, neither staff nor Ehlers However, neither staff nor Ehlers determined that determined that that amountthat amount of TIF assistance would be necessary for the Proposed Development to becoof TIF assistance would be necessary for the Proposed Development to become me financially feasible. Based on financially feasible. Based on aanalyses conductednalyses conducted by Ehlersby Ehlers, TIF assistance in , TIF assistance in thethe amount of amount of $1,$1,482482,,000 000 over 12 over 12 years years would would be be substantially substantially sufficient sufficient forfor the Proposed Developmentthe Proposed Development to become to become financially feasiblefinancially feasible.. Attached Attached for considerfor considerationation is the is the proposed proposed in which in which TIF assistance TIF assistance would would be be provideprovidedd to to Dominium for the Proposed DevelopmentDominium for the Proposed Development. . If approved, the Agreement If approved, the Agreement doesdoes not not in any way in any way constitute an action constitute an action taken taken by the Cityby the City in regards to the conformity of the Proposed in regards to the conformity of the Proposed Development to the zoning code of the City. Development to the zoning code of the City. Rather, the AgreementRather, the Agreement constituteconstitutess aa financialfinancial obligation of the obligation of the EDA to EDA to reimburse Dominium forreimburse Dominium for a portion of a portion of qualified costs qualified costs related related toto land acquisition, land acquisition, soil correctionsoil correction, site , site preparation, and public improvementspreparation, and public improvements ofof the Proposed Development. the Proposed Development. Thus, tThus, the Proposed Development he Proposed Development willwill still still be be subject to the subject to the Site Plan Review Site Plan Review approval process set forth by approval process set forth by the the zoning code of the Cityzoning code of the City.. EDA Attorney Martha Ingram EDA Attorney Martha Ingram and Financial Consultant James Lehnhoff and Financial Consultant James Lehnhoff will will both both be present be present at the meeting at the meeting to to address any questioaddress any questions or concerns ns or concerns EDAEDA Commission MembersCommission Members may have regarding the proposed may have regarding the proposed AgreementAgreement.. STAFF STAFF RECOMMENDATION:RECOMMENDATION: Staff recommends Staff recommends approval of Resolution 2017approval of Resolution 2017--23 as 23 as presented.presented. RECOMMENDED MOTIONRECOMMENDED MOTION(S)(S):: Motion: Motion: Move to waive the reading of Resolution 2017Move to waive the reading of Resolution 2017--2323, there being ample copies available to the public., there being ample copies available to the public. Motion:Motion: Move to adopt Resolution 2017Move to adopt Resolution 2017--23, a resolution 23, a resolution approving the Contract for Private Redevelopment approving the Contract for Private Redevelopment with Columbia Heights Leased Housing Associates III, LLLP and with Columbia Heights Leased Housing Associates III, LLLP and awarding the sale of, and providing the form, awarding the sale of, and providing the form, terms, covenants and directions for the issuance of its tax increment revenue note, series 20__ terms, covenants and directions for the issuance of its tax increment revenue note, series 20__ purpursuant suant toto the Contract.the Contract. ATTACHMENTS:ATTACHMENTS: 1.1.Resolution 201Resolution 20177--2323 ((99 PagePagess)) 2.2.Contract for Private RedevelopmentContract for Private Redevelopment ((5050 Pages)Pages) 5656 City of Columbia Heights City of Columbia Heights EDAEDA LetterLetter COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC DEVELOPMENT AUTHORITYECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION NO. 20172017--2323 RESOLUTION RESOLUTION APPROVING CONTRACT FOR PRIVATE APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH COLUMBIA HEIGHTS REDEVELOPMENT WITH COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LEASED HOUSING ASSOCIATES III, LLLPLLLPANDAND AWARDING THE SALE OF, AND PROVIDING THE AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTENOTE, SERIES 20__, SERIES 20__PURSUANT TO THE CONTRACTPURSUANT TO THE CONTRACT Columbia HeightColumbia Heightss Economic Development Authority, Economic Development Authority, Columbia HeightsColumbia Heights Section 1. Section 1. Authorization; Award of SaleAuthorization; Award of Sale.. 1.01.1.01.AuthorizationAuthorization. The Authority and the City of . The Authority and the City of Columbia HeightsColumbia Heightshave approved have approved thth the establishment of its the establishment of its 4747and Gand Grandrand within within the Downtown Central Business Redevelopment Projectthe Downtown Central Business Redevelopment Project tax increment financing plan for the purpose of financing certain improvements within the tax increment financing plan for the purpose of financing certain improvements within the Project.Project. PursuPursuant to ant to MinnesotaMinnesotaStatutesStatutes, Section 469.178, the Authority is authorized to issue and , Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public sell its bonds for the purpose of financing a portion of the public reredevelopment costs of the development costs of the Project. Such bonds are payable from all or any portion of revenues derivedProject. Such bonds are payable from all or any portion of revenues derivedfrom the TIF from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note, it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note, inancing certain public redevelopment costs of the inancing certain public redevelopment costs of the Project.Project. 1.02.1.02.Approval of Agreement;Approval of Agreement;Issuance, Sale, and Terms of the NoteIssuance, Sale, and Terms of the Note..(a)(a)The The Contract for Private Redevelopment Contract for Private Redevelopment between the Authority and between the Authority and Columbia Columbia Heights Leased Housing Heights Leased Housing Associates III, LLLPAssociates III, LLLPas presented to the Boardas presented to the Board,,is hereby is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the and that are approved by the President and Executive Director, provided that execution of the Agreement by such officials shall be conclusive eAgreement by such officials shall be conclusive evidence of approval.vidence of approval.Authority staff and officials Authority staff and officials Agreement as a whole, including without limitation execution of any documents to which the Agreement as a whole, including without limitation execution of any documents to which the Authority is a partAuthority is a party referenced in or attached to the Agreement, all as described in the Agreement.y referenced in or attached to the Agreement, all as described in the Agreement. ((bb) The Authority hereby authorizes the President and Executive Director to issue the ) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the Agreement. All capitalized terms in this resolution have tNote in accordance with the Agreement. All capitalized terms in this resolution have the he meaning provided in the Agreement unless the context requires otherwise.meaning provided in the Agreement unless the context requires otherwise. 504954v1 MNI CL205504954v1 MNI CL205--6666 5757 ((cc) The Note shall be issued in the maximum aggregate principal amount of ) The Note shall be issued in the maximum aggregate principal amount of $1,482,000$1,482,000 totothe Ownerthe Ownerin consideration of certain eligible costs incurred by the Owner under the in consideration of certain eligible costs incurred by the Owner under the AgreAgreement, shall be dated the date of delivery thereof, and shall bear interest at the ement, shall be dated the date of delivery thereof, and shall bear interest at the lesser of lesser of from the date of issue per annum to the earlier from the date of issue per annum to the earlier of maturity or prepayment. The Note will be issued in the principaof maturity or prepayment. The Note will be issued in the principal amount of Public l amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.Redevelopment Costs submitted and approved in accordance with Section 3.33of the Agreement. of the Agreement. The NoteThe Noteisissecured by Available Tax Increment, as further described in the form of the Note secured by Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Execherein. The Authority hereby delegates to the Executive Director the determination of the date utive Director the determination of the date on which the Noteon which the Noteisisto be delivered, in accordance with the Agreement.to be delivered, in accordance with the Agreement. Section 2.Section 2.Form of NoteForm of Note. The Note shall be in substantially the following form, with . The Note shall be in substantially the following form, with the blanks to be properly filled in and the principthe blanks to be properly filled in and the principalaland interest rateand interest rateamountamountssadjusted as of the adjusted as of the date of issue:date of issue: (The remainder of this page is intentionally blank.)(The remainder of this page is intentionally blank.) 504954v1 MNI CL205504954v1 MNI CL205--6666 5858 UNITED STATE OF AMERICAUNITED STATE OF AMERICA STATE OF MINNESOTASTATE OF MINNESOTA COUNTY OF COUNTY OF ANOKAANOKA COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC DEVELOPMENT AUTHORITYECONOMIC DEVELOPMENT AUTHORITY No. RNo. R--11$_____________$_____________ TAXTAXINCREMENT REVENUE NOTEINCREMENT REVENUE NOTE SERIES 20__SERIES 20__ DateDate RateRateof Original Issueof Original Issue ____%%___________, 20_____________, 20__ The The Columbia HeightsColumbia HeightsEconomic Development Authority (Economic Development Authority (thethe received, certifies that it is indebted and hereby promises to pay to received, certifies that it is indebted and hereby promises to pay to Columbia HeighColumbia Heights Leased ts Leased Housing Associates III, LLLPHousing Associates III, LLLP $__________ and to pay interest thereon at the rate of $__________ and to pay interest thereon at the rate of ____ percent (_______ percent (___%%))per annum, solely per annum, solely from the sources and to the extent set forth herein. Capitalized from the sources and to the extent set forth herein. Capitalized terms shall have the meanings terms shall have the meanings provided in the Contract for Private Redevelopment between the Authority and the Owner, dated provided in the Contract for Private Redevelopment between the Authority and the Owner, dated as of as of ________________________,,20172017 1.1.PaymentsPayments and each and each FebruaryFebruary1 and 1 and AugustAugust1 thereafter 1 thereafter to and including to and including February 1, February 1, 20__20__in the amounts and from the sources set forth in Section 3 herein. in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to Payments shall be applied first to accrued interest, and then to unpaid principal. Interest accrued interest, and then to unpaid principal. Interest accruing from the date of issue through and including accruing from the date of issue through and including FebruaryFebruary1, 20__ shall be compounded 1, 20__ shall be compounded semiannually on Februarysemiannually on February1 and August1 and August1 of each year and added to principal.1 of each year and added to principal. Payments are payable by mailPayments are payable by mailto the address of the Owner or such other address as the to the address of the Owner or such other address as the Owner may designate upon Owner may designate upon thirty (thirty (3030))days written notice to the Authority. Payments on this days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts.Date, is legal tender for the payment of public and private debts. 2.2.InterestInterest. Interest at the rate . Interest at the rate stated herein shall accrue on the unpaid principal, stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid.360 days and charged for actual days principal is unpaid. 3.3.Available Tax IncrementAvailable Tax Increment. (a) Payments on thi. (a) Payments on this Note are payable on each s Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall meanPayment Date solely from and in the amount of Available Tax Increment, which shall mean, on , on each Payment Date, Ninety percent (each Payment Date, Ninety percent (9900%%))of the Tax Increment attributable to the Minimum of the Tax Increment attributable to the Minimum Improvements and Redevelopment Property that is Improvements and Redevelopment Property that is paid to the Authority by paid to the Authority by AnokaAnokaCounty in the County in the six monsix months preceding theths preceding thePayment Date.Payment Date. 504954v1 MNI CL205504954v1 MNI CL205--6666 5959 (b)(b)The Authority shall have no obligation to pay principal of and interest on this The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment and the fNote on each Payment Date from any source other than Available Tax Increment and the failure ailure of the Authority to pay of the Authority to pay the entire amount of principal or interest on this Notethe entire amount of principal or interest on this Noteon any Payment on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Ahereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay uthority shall have no obligation to pay any any unpaid balance of principal or accrued interest that may remain after the final Payment on unpaid balance of principal or accrued interest that may remain after the final Payment on the Maturity Date.the Maturity Date. 4.4.DefaultDefault. If on any Payment Date there has occurred and is continuing any Event . If on any Payment Date there has occurred and is continuing any Event of Default underof Default underthe Agreement, the Authority may withhold from payments hereunder under all the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred aAgreement, the Available Tax Increment withheld under this Section shall be deferred and paid, nd paid, without interest thereon, within without interest thereon, within thirty (thirty (3030))days after the Event of Default is cured. If the Event days after the Event of Default is cured. If the Event of Default is not cured in a timely manner, the Authority may terminate this Note by written of Default is not cured in a timely manner, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement.notice to the Owner in accordance with the Agreement. 5.5.PrepaymentPrepayment. The principal sum and all accrued interest payable under this Note is . The principal sum and all accrued interest payable under this Note is prepayableprepayablein whole or in part at any time by the Authority without premium or penalty. No in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular Payment otherwise partial prepayment shall affect the amount or timing of any other regular Payment otherwise required to be made under this Note.required to be made under this Note. 6.6.Nature of ObligationNature of Obligation. This Note is one . This Note is one of an issue in the total principal amount of of an issue in the total principal amount of $$__________________, issued to aid in financing certain public redevelopment costs and administrative , issued to aid in financing certain public redevelopment costs and administrative costs of a Project undertaken by the Authority pursuant to costs of a Project undertaken by the Authority pursuant to Minnesota StatutesMinnesota Statutes, Sections 469.090 , Sections 469.090 through 469.1081through 469.1081, and , and adopted by the Authority on ________, adopted by the Authority on ________, 20172017, and pursuant to and in full conformity with the , and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Constitution and laws of the State of Minnesota, including Minnesota StatutesMinnesota Statutes, Sections 469., Sections 469.174 174 to 469.179to 469.17944, as amended. This Note is a limited obligation of the Authority which is payable , as amended. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute aNote and the interest hereon shall not be deemed to constitute ageneral obligation of the State of general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest principal of or interest on this Note or other costs incident hereto except out of Available Tax on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or inany political subdivision thereof is pledged to the payment of the principal of or interest on this terest on this Note or other costs incident hereto.Note or other costs incident hereto. 7.7.Registration and TransferRegistration and Transfer. This Note is issuable only as a fully registered note . This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is ttherein, this Note is transferable upon the books of the Authority kept for that purpose at the ransferable upon the books of the Authority kept for that purpose at the attorney duly authorized in writing, upon surrender of this Note together with a writteattorney duly authorized in writing, upon surrender of this Note together with a writtenn instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or erequired to be paid by the Authority with respect to such transfer or exchange, there will be xchange, there will be 504954v1 MNI CL205504954v1 MNI CL205--6666 6060 issued in the name of the transferee a new Note of the same aggregate principal amount, bearing issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same datesinterest at the same rate and maturing on the same dates, within 15 days after the delivery by the , within 15 days after the delivery by the Owner of its request and approval of sOwner of its request and approval of such request by the Authority if required under the uch request by the Authority if required under the AgreementAgreement.. Except as otherwise provided in Section 3.Except as otherwise provided in Section 3.33(d) of the Agreement, this Note shall not be (d) of the Agreement, this Note shall not be transferred to any person or entity, unless the Authority has provided written consent to such transferred to any person or entity, unless the Authority has provided written consent to such transfer.transfer. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligatiand to be performed in order to make this Note a valid and binding limited obligation of the on of the Authority according to its terms, have been done, do exist, have happened, and have been Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required.performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the IN WITNESS WHEREOF, the Board of Commissioners of the Columbia HeightsColumbia Heights Economic Development AuthoritEconomic Development Authority have caused this Note to be executed with the manual y have caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified signatures of its President and Executive Director, all as of the Date of Original Issue specified above.above. COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC ECONOMIC DEVELOPMENT AUTHORITYDEVELOPMENT AUTHORITY Executive DirectorExecutive DirectorPresidentPresident 504954v1 MNI CL205504954v1 MNI CL205--6666 6161 REGISTRREGISTRATION PROVISIONSATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below.of the City Finance Director, in the name of the person last listed below. Date of Date of Signature ofSignature of RegistrationRegistrationRegistered OwnerRegistered OwnerCity Finance City Finance DirectorDirector _________, 20___________, 20__Columbia Heights Leased Housing Columbia Heights Leased Housing Associates III, LLLPAssociates III, LLLP Federal Tax I.D No_____________Federal Tax I.D No_____________ 504954v1 MNI CL205504954v1 MNI CL205--6666 6262 Section 3.Section 3.Terms, Execution and DeliveryTerms, Execution and Delivery.. 3.01.3.01.Denomination, PaymentDenomination, Payment. The Note shall be issued as a single typewritten . The Note shall be issued as a single typewritten note note numbered Rnumbered R--1.1. The Note shall be issuable only in fully registered form. Principal of and interest on the The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein.Note shall be payable by check or draft issued by the Registrar described herein. 3.02.3.02.Dates; Interest Payment DatesDates; Interest Payment Dates. Principal of and inte. Principal of and interest on the Note shall be rest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day.the month preceding the Payment Date, whether or not such day is a business day. 3.03.3.03.RegistrationRegistration. The Authority hereby appoin. The Authority hereby appoints the City Finance Director to perform ts the City Finance Director to perform registration and the rights and duties of the Authority and the Registrar with respect thereto shall registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows:be as follows: (a)(a)RegisterRegister. The Registrar shall keep at its office a bond register in which the . The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note.transfers and exchanges of the Note. (b)(b)Transfer of NoteTransfer of Note. . Subject to Section 3.Subject to Section 3.03(d) hereof, w03(d) hereof, within 15 days afterithin 15 days after surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner executed by the registered owner thereof or by an attorney duly authorized by the registered thereof or by an attorney duly authorized by the registered owner in writing,owner in writing,and consent to such transfer by the Authority if required pursuant to the and consent to such transfer by the Authority if required pursuant to the Agreement,Agreement,the Registrar shall authenticate and deliver, in the name of the designated transferee the Registrar shall authenticate and deliver, in the name of the designated transferee or traor transferees, a new Note of a like aggregate principal amount and maturity, as requested by the nsferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may close the books for registration of any transfer after the fifteenth transferor. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Paymday of the month preceding each Payment Date and until such Payment Date.ent Date. (c)(c)CancellationCancellation. The Note surrendered upon any transfer shall be promptly . The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority.cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d)(d)Improper or Unauthorized TransferImproper or Unauthorized Transfer. When the Note is presented to the Registra. When the Note is presented to the Registrarr for transfer, the Registrar may refuse to transfer the same until it is for transfer, the Registrar may refuse to transfer the same until it is reasonably reasonably satisfied that the satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faitshall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, h, to make transfers which it, in its judgment, deems improper or unauthorized.deems improper or unauthorized. (e)(e)Persons Deemed OwnersPersons Deemed Owners. The Authority and the Registrar may treat the person in . The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner owhose name the Note is at any time registered in the bond register as the absolute owner of the f the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the opayments so made to any such registered owner or upon the o 504954v1 MNI CL205504954v1 MNI CL205--6666 6363 effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid.sum or sums so paid. (f)(f)Taxes, Fees and ChargesTaxes, Fees and Charges. For every transfer or exchange of the Note, the . For every transfer or exchange of the Note, the Registrar may impose Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange.exchange. (g)(g)Mutilated, Lost, Stolen or Destroyed NoteMutilated, Lost, Stolen or Destroyed Note. In case any Note shall bec. In case any Note shall become ome mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, Termination DateTermination Dates and tenor in exchange and substitution for and upon cancellation of such s and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Notemutilated Note or in lieu of and in substitution for such Notelost, stolen, or destroyed, upon the lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Notto it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon e was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as oblisatisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The gees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance wmatured or been called for redemption in accordance with its terms, it shall not be necessary to ith its terms, it shall not be necessary to issue a new Note prior to payment.issue a new Note prior to payment. 3.04.3.04.Preparation and DeliveryPreparation and Delivery. The Note shall be prepared under the direction of the . The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures ofExecutive Director and shall be executed on behalf of the Authority by the signatures ofits its President and Executive Director. In case any officer whose signature shall appear on the Note President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if valid and sufficient for all purposes, the same as if such officer had remained in office until such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement.the Owner thereof in accordance with the Agreement. Section 4.Section 4.Security ProvisionsSecurity Provisions.. 4.01.4.01.PledgePledge. The Authority. The Authorityhereby pledges to the payment of the principal of and hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment as defined in the Note.interest on the Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Note Available Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms oin accordance with the terms of the form of Note set forth in Section 2 of this resolution.f the form of Note set forth in Section 2 of this resolution. 4.02.4.02.Bond FundBond Fund. Until the date the Note is no longer outstanding and no principal . Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, unpaid, purpose other than the payment of the principal of and interest on the Note. The Authority purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund on or before each Payment Date irrevocably agrees to appropriate to the Bond Fund on or before each Payment Date the the Available Tax Increment in an amount equal to the Payment then due, or the actual Available Available Tax Increment in an amount equal to the Payment then due, or the actual Available Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund 504954v1 MNI CL205504954v1 MNI CL205--6666 6464 pon the termination of the pon the termination of the Note in accordance with its terms.Note in accordance with its terms. 4.03.4.03.Additional ObligationsAdditional Obligations. The Authority . The Authority will issue no other obligations secured in will issue no other obligations secured in whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the pledge opledge on the Note.n the Note. Section 5.Section 5.Certification of ProceedingsCertification of Proceedings.. 5.01. 5.01. Certification of ProceedingsCertification of Proceedings. The officers of the Authority are hereby authorized . The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records and records of the Authority, and such other affidavits, certificates, and information as may be of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherappear from the books and records under their custody and control or as otherwise known to wise known to them, and all such certified copies, certificates, and affidavits, including any heretofore them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein.furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6.Section 6.Effective DateEffective Date. This resolution shall be ef. This resolution shall be effective upon approval.fective upon approval. Approved by the Board of Commissioners of the Columbia Heights Economic Development Approved by the Board of Commissioners of the Columbia Heights Economic Development Authority on _____________, 2017.Authority on _____________, 2017. ____________________________________________________________________ PresidentPresident ATTEST:ATTEST: ________________________________________________________________ Executive DirectorExecutive Director 504954v1 MNI CL205504954v1 MNI CL205--6666 6565 FourthFourthDraft, August 3Draft, August 3, 2017, 2017 CONTRACTCONTRACT FORFOR PRIVATE REDEVELOPMENTPRIVATE REDEVELOPMENT By and BetweenBy and Between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITYCOLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY andand COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLPCOLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLP Dated as of: ____________________, Dated as of: ____________________, 20172017 This document was drafted by:This document was drafted by: KENNEDY & GRAVEN, Chartered (MNI)KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza470 U.S. Bank Plaza Minneapolis, Minnesota 55402Minneapolis, Minnesota 55402 Telephone: (612) 337Telephone: (612) 337--93009300 503735v4 MNI CL205503735v4 MNI CL205--6666 6666 TABLE OF CONTENTSTABLE OF CONTENTS PREAMBLE PREAMBLE ..................................................................................................................................................................................... ...................................................................11 ARTICLE IARTICLE I DefinitionsDefinitions Section 1.1.Section 1.1.DefinitionsDefinitions......................................................................................................................................................... ...........................................................22 ARTICARTICLE IILE II Representations and WarrantiesRepresentations and Warranties Section 2.1.Section 2.1.Representations by the AuthorityRepresentations by the Authority............................................................................................................... ...............................55 Section 2.2.Section 2.2.Representations and Warranties by the RedeveloperRepresentations and Warranties by the Redeveloper............................................................................. .....55 ARTICLE IIIARTICLE III Property Acquisition; Public Redevelopment CostsProperty Acquisition; Public Redevelopment Costs Section 3.1.Section 3.1.Status of the Redevelopment PStatus of the Redevelopment Propertyroperty....................................................................................................... .......................77 Section 3.2.Section 3.2.Environmental ConditionsEnvironmental Conditions............................................................................................................................... ...................................77 Section 3.3.Section 3.3.Public Redevelopment Costs; Public Redevelopment Costs; Issuance of NoteIssuance of Note....................................................................................... .........77 Section 3.4.Section 3.4.Payment of Administrative CostsPayment of Administrative Costs................................................................................................................. ...........................88 Section 3.5.Section 3.5.No Business SubsidyNo Business Subsidy......................................................................................................................................... ...........................................99 ARTICLE IVARTICLE IV ConstConstruction of Minimum Improvementsruction of Minimum Improvements Section 4.1.Section 4.1.CConstruction of Minimum Improvementsonstruction of Minimum Improvements....................................................................................................... .......1100 Section 4.2.Section 4.2.Construction PlansConstruction Plans........................................................................................................................................... ...........................................1100 Section 4.3.Section 4.3.Completion of ConstructionCompletion of Construction........................................................................................................................... ...............................1111 Section 4Section 4.4..4.Certificate of CompletionCertificate of Completion............................................................................................................................. ...................................1111 Section 4.5.Section 4.5.Records and ReportsRecords and Reports......................................................................................................................................... .......................................1111 Section 4.6.Section 4.6.Income LimitsIncome Limits..................................................................................................................................................... ...............................................1111 ARTICLE VARTICLE V InsuranceInsurance Section 5.Section 5.1.1.InsuranceInsurance............................................................................................................................................................. .......................................................1414 Section 5.2.Section 5.2.SubordinationSubordination..................................................................................................................................................... .................................................1515 ARTICLE VIARTICLE VI Tax Increment; TaxesTax Increment; Taxes Section 6.1.Section 6.1.Right to Collect Delinquent TaxesRight to Collect Delinquent Taxes............................................................................................................. .........................1616 Section 6.2.Section 6.2.Review of TaxesReview of Taxes................................................................................................................................................. ...........................................1616 Section 6.3.Section 6.3.Assessment AgreementAssessment Agreement....................................................................................................................................... .................................1616 ii 503735v4 MNI CL205503735v4 MNI CL205--6666 6767 ARTICLE VIIARTICLE VII FinancingFinancing Section 7.1.Section 7.1.GenerallyGenerally............................................................................................................................................................. .......................................................1188 SectionSection7.2.7.2.on Mortgageon Mortgage........................................................................................1818 Section 7.3Section 7.3..Modification; SubordinationModification; Subordination......................................................................................................................... ...............................1818 ARTICLE VIIIARTICLE VIII Prohibitions Against Assignment and Transfer; IndemnificationProhibitions Against Assignment and Transfer; Indemnification Section 8.1.Section 8.1.RepreRepresentation as to Redevelopmentsentation as to Redevelopment........................................................................................................... ...................1919 Section 8.2.Section 8.2.Prohibition AgaProhibition Aga Assignment of AgreementAssignment of Agreement......................................................................................................................................................... .....1919 Section 8.3.Section 8.3.Release Release and Indemnification Covenantsand Indemnification Covenants..................................................................................................... ...............2121 ARTICLE IXARTICLE IX Events of DefaultEvents of Default Section 9Section 9.1..1.Events of Default DefinedEvents of Default Defined............................................................................................................................. .................................2222 SecSection 9.2.tion 9.2.Remedies on DefaultRemedies on Default......................................................................................................................................... .......................................2222 SecSection 9.3.tion 9.3.No RemedNo Remedy Exclusivey Exclusive......................................................................................................................................... ...................................2222 Section 9.4.Section 9.4.No AdditionalNo AdditionalWaiver Implied by One WaiverWaiver Implied by One Waiver............................................................................................. .2323 Section 9.5.Section 9.5.Attorney FeesAttorney Fees..................................................................................................................................................... .................................................2323 Section 9.6.Section 9.6.................................................................................................................................2323 ARTICLE XARTICLE X Additional ProvisionsAdditional Provisions Section 10.1.Section 10.1.Conflict of Interests; Authority RepresentaConflict of Interests; Authority Representatives Not Itives Not Individually Liablendividually Liable..............2424 Section 10.2.Section 10.2.Equal Employment OpportunityEqual Employment Opportunity..................................................................................................................... .......................2424 Section 10.3.Section 10.3.RestrictRestrictions on Useions on Use....................................................................................................................................... .............................................2424 Section 10.4.Section 10.4.PrProvisions Not Merged With Deedovisions Not Merged With Deed............................................................................................................... .....................2424 Section 10.5.Section 10.5.TiTitles of Articles and Sectionstles of Articles and Sections............................................................................................................... ...................................2424 SectSection 10.6.ion 10.6.Notices and DemandsNotices and Demands....................................................................................................................................... .....................................2424 Section 10.7.Section 10.7.CoCounterpartsunterparts..................................................................................................................................................... .....................................................2525 Section 10.8.Section 10.8.RecordingRecording........................................................................................................................................................... .......................................................2525 Section 10.9.Section 10.9.AmendmentAmendment........................................................................................................................................................... .................................................2525 Section 10.10.Section 10.10.AuthoriAuthority Approvalsty Approvals..................................................................................................................................... ...........................................2525 Section 10.11.Section 10.11.TerminationTermination..................................................................................................................................................... .......................................................2525 Section 1Section 10.12.0.12.Choice of Law and VenueChoice of Law and Venue............................................................................................................................. ...................................2525 SectionSection10.13.10.13.Estoppel CertificatesEstoppel Certificates................................................................................................................................... .............................................2525 SCHEDULE ASCHEDULE ADescription of RedevelopmeDescription of Redevelopment Propertynt Property SCHEDULE BSCHEDULE BAuthorizing ResolutionAuthorizing Resolution SCHEDULE SCHEDULE CCCertificate of CompletionCertificate of Completion SCHEDULE DSCHEDULE DAssessment AgreementAssessment Agreement iiii 503735v4 MNI CL205503735v4 MNI CL205--6666 6868 CONTRACT FOR PRIVATE REDEVELOPMENTCONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made as of the ___ day of _______________, 2017, by and between THIS AGREEMENT, made as of the ___ day of _______________, 2017, by and between COLUMBIA HEIGHTS ECONOMCOLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate IC DEVELOPMENT AUTHORITY, a public body corporate LEASED HOUSING ASSOCIATES III, LLLP, a Minnesota limited liability limited partnership, LEASED HOUSING ASSOCIATES III, LLLP, a Minnesota limited liability limited partnership, WIWITNESSETH:TNESSETH: WHEREAS, the Authority was established pursuant to Minnesota Statutes, Sections WHEREAS, the Authority was established pursuant to Minnesota Statutes, Sections and exercise its powers by a resolution of the City Council of tand exercise its powers by a resolution of the City Council of the City of Columbia Heights he City of Columbia Heights WHEREAS, the WHEREAS, the AuthorityAuthorityhas undertaken a program to promote economic development has undertaken a program to promote economic development and and redevelopmentredevelopmentwithin the City, and in this connection created a within the City, and in this connection created a reredevelopment project known development project known as the as the Downtown Central Business RedDowntown Central Business Redevelopment Projectevelopment ProjectProjectProjectthe Actthe Act; and; and thth the 47the 47and Grand and Grand housinghousing district within the Pdistrict within the Project, pursuant to Minnesota Statutes, Sections 469.174 to 469.179roject, pursuant to Minnesota Statutes, Sections 469.174 to 469.17944 WHEREAS, pursuant to the Act, the Authority is authorized to undertake certain activities WHEREAS, pursuant to the Act, the Authority is authorized to undertake certain activities to facilitate the redevelopment of real property by private enterprise; anto facilitate the redevelopment of real property by private enterprise; andd WHEREAS, the Redeveloper intends to acquire certain property within the TIF District (the WHEREAS, the Redeveloper intends to acquire certain property within the TIF District (the aamultifamily rentalmultifamily rentalhousinghousingfacilityfacility increment financing increment financing assistance from the Authority to offset certain extraordinary costs of constructing such Minimum assistance from the Authority to offset certain extraordinary costs of constructing such Minimum Improvements; andImprovements; and WHEREAS, the Authority believes that the redevelopment of the Redevelopment Property WHEREAS, the Authority believes that the redevelopment of the Redevelopment Property pursuant to this Agreement, and pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best 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 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 requiremthe public purposes and provisions of the applicable State and local laws and requirements under ents under which the Project has been undertaken and is being assisted.which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the 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:parties hereto, each of them does hereby covenant and agree with the other as follows: 11 503735v4 MNI CL205503735v4 MNI CL205--6666 6969 ARTICLE IARTICLE I DefinitionsDefinitions Section 1.1. Section 1.1. Definitions.Definitions.In this Agreement, unless a different meaning clearly appears In this Agreement, unless a different meaning clearly appears from the context:from the context: 469.090 to 469.108469.090 to 469.10811, as amended., as amended. s with respect to any entity (a) any corporation, partnership, limited s with respect to any entity (a) any corporation, partnership, limited liability limited partnership or other business entity or person controlling, controlled by or under liability limited partnership or other business entity or person controlling, controlled by or under common control with the entity, and (b) any successor to such party by merger, acquicommon control with the entity, and (b) any successor to such party by merger, acquisition, sition, reorganization or similar transaction involving all or substantially all of the assets of such party (or reorganization or similar transaction involving all or substantially all of the assets of such party (or ny corporation, partnership, limited liability ny corporation, partnership, limited liability limited partnership or other business entity, the ownership of fifty percent or more of the voting limited partnership or other business entity, the ownership of fifty percent or more of the voting interests in such entity or possession, directly or indirectly, of the power to direct or cause the interests in such entity or possession, directly or indirectly, of the power to direct or cause the direction direction of management policies of such entity, whether through ownership of voting securities or of management policies of such entity, whether through ownership of voting securities or by contract or otherwise.by contract or otherwise. amended, or supplemented.amended, or supplemented. Heights Economic Development Authority, or any Heights Economic Development Authority, or any successor or assign.successor or assign. designated by the Executive Director to act as the Authority Representative for the purposes of tdesignated by the Executive Director to act as the Authority Representative for the purposes of this his Agreement.Agreement. "Authorizing Resolution" means the resolution of the Authority, substantially in the form of "Authorizing Resolution" means the resolution of the Authority, substantially in the form of attached Schedule B to be adopted by the Authority to authorize the issuance of the Note.attached Schedule B to be adopted by the Authority to authorize the issuance of the Note. 90 percent of the Tax Increment 90 percent of the Tax Increment attributable to the Redevelopment Property and paid to the Authority by Anoka County in the six attributable to the Redevelopment Property and paid to the Authority by Anoka County in the six months preceding the Paymentmonths preceding the PaymentDateDate.. the Cthe City is closed for business, or a day on which banking institutions in the City are authorized by ity is closed for business, or a day on which banking institutions in the City are authorized by law or executive order to close.law or executive order to close. purchaser of any part, parcel or unipurchaser of any part, parcel or unit of the Redevelopment Property, pursuant to Section 4.4 of this t of the Redevelopment Property, pursuant to Section 4.4 of this Agreement.Agreement. 22 503735v4 MNI CL205503735v4 MNI CL205--6666 7070 the construction work to be perforthe construction work to be performed by the Redeveloper on the Redevelopment Property which med by the Redeveloper on the Redevelopment Property which a) shall be as detailed as the plans, specifications, drawings and related documents which are 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 submitted to the appropriate building officials of the City, and (b) shall include at least the followfollowing for each building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan ing 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 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 forplan; and (8) such other plans or supplements to the foregoing plans as the Authority may egoing plans as the Authority may reasonably request to allow it to ascertain the nature and quality of the proposed construction work.reasonably request to allow it to ascertain the nature and quality of the proposed construction work. le IX of this le IX of this Agreement.Agreement. Redevelopment Property of a Redevelopment Property of a multifamily rental housing facility, consisting of approximately 1multifamily rental housing facility, consisting of approximately 17373 affordable rental affordable rental units, and associated underground and surface parkingunits, and associated underground and surface parking.. part, with the Redevelopment Property and which is a permitted encumbrance pursuant tpart, with the Redevelopment Property and which is a permitted encumbrance pursuant to the o the provisions of Articleprovisions of ArticleVIIVIIof this Agreement.of this Agreement. , substantially in the form contained in the , substantially in the form contained in the Authorizing Resolution,Authorizing Resolution,to be to be delivereddeliveredby the Authority by the Authority to the Redeveloper in accordance with to the Redeveloper in accordance with Section 3.3 hereof.Section 3.3 hereof. ust 1 of the year following substantial completion of the ust 1 of the year following substantial completion of the Minimum Improvements and each February 1 and August 1 thereafter Minimum Improvements and each February 1 and August 1 thereafter pursuant to the terms of the pursuant to the terms of the NoteNote.. 33(a) hereof.(a) hereof. permitted successors and assigns.permitted successors and assigns. oject, as oject, as amended.amended. 33 503735v4 MNI CL205503735v4 MNI CL205--6666 7171 the Redevelopment Property the Redevelopment Property and which is remitted to the Authority as tax increment pursuant to the 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 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.to the State auditor under Section 469.177, subd. 11 of the Tax Increment Act. means the Tax Increment Financing Act, Minnesota means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1794, as amended.Statutes, Sections 469.174 to 469.1794, as amended. thth 4747and Grand and Grand Tax Tax Increment Financing District.Increment Financing District. thth for for the 47the 47and Grand and Grand Tax Increment Financing District, as approved by the City and Authority on Tax Increment Financing District, as approved by the City and Authority on July 10, 2017, and as it may be amendedJuly 10, 2017, and as it may be amended.. ; County auditor; County or State board of ; County auditor; County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court.court of the State, or the State Supreme Court. the earlierthe earlierof the following: (a) of the following: (a) the date when the Note has been the date when the Note has been fully paid, defeased or terminated in accordance with its termsfully paid, defeased or terminated in accordance with its terms; or (; or (bb) the date of termination of the ) the date of termination of the Note and this Agreement by the Authority due to an Event of Default as set forth in Section 9.2 Note and this Agreement by the Authority due to an Event of Default as set forth in Section 9.2 hereof.hereof. he meaning set forth in Section 8.2(a) hereof.he meaning set forth in Section 8.2(a) hereof. be excused as a result thereof which are the direct result of war, terrorism, strikes, other labor be excused as a result thereof which are the direct result of war, terrorism, strikes, other labor troubles, fire or ottroubles, fire or other casualty to the Minimum Improvements, litigation commenced by third her casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in exercisfederal, state or local governmental unit (other than the Authority in exercising its rights under this ing its rights under this Agreement) which directly result in delays. Unavoidable Delays shall not include delays directly Agreement) which directly result in delays. Unavoidable Delays shall not include delays directly caused by actions or inaction of the Redeveloper in obtaining permits or governmental approvals caused by actions or inaction of the Redeveloper in obtaining permits or governmental approvals necessary to enable construction of necessary to enable construction of the Minimum Improvements by the dates such construction is the Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement.required under Section 4.3 of this Agreement. .. 44 503735v4 MNI CL205503735v4 MNI CL205--6666 7272 ARTICLE IIARTICLE II Representations and WarrantiesRepresentations and Warranties Section 2.1. Section 2.1. Representations by the Authority.Representations by the Authority.The Authority makes the following The Authority makes the following representations asrepresentations asthe basis for the undertaking on its part herein contained:the basis for the undertaking on its part herein contained: (a)(a)The Authority is an economic development authority duly organized and existing The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into this into this Agreement and carry out its obligations hereunder.Agreement and carry out its obligations hereunder. (b)(b)The activities of the Authority are undertaken to foster the redevelopment of certain The activities of the Authority are undertaken to foster the redevelopment of certain real property which for a variety of reasons is presently underutilized, to eliminate current blighting real property which for a variety of reasons is presently underutilized, to eliminate current blighting factors afactors and prevent the emergence of further blight at a critical location in the City, to create nd prevent the emergence of further blight at a critical location in the City, to create increased tax base in the City, to increaseincreased tax base in the City, to increaseaffordableaffordablehousing opportunities in the City, and to housing opportunities in the City, and to stimulate further development of the TIF District and stimulate further development of the TIF District and Project as a whoProject as a whole.le. Section 2.2. Section 2.2. Representations and Warranties by the Redeveloper.Representations and Warranties by the Redeveloper.The Redeveloper The Redeveloper represents and warrants that:represents and warrants that: (a)(a)The Redeveloper is a limited liability limited partnership duly organized and in good The Redeveloper is a limited liability limited partnership duly organized and in good standing under the laws of the State of Minnesstanding under the laws of the State of Minnesota, is not in violation of any provisions of its ota, is not in violation of any provisions of its organizational documents or the laws of the State, is duly authorized to transact business within the organizational documents 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 State, has power to enter into this Agreement and has duly authorized the execution, delivery and perforperformance of this Agreement by proper action of its governing mance of this Agreement by proper action of its governing membersmembers.. (b)(b)After acquisition of the Redevelopment Property and on or prior to the dates After acquisition of the Redevelopment Property and on or prior to the dates specified in Section 4.3 hereof, the Redeveloper will commence and complete construction of, and specified in Section 4.3 hereof, the Redeveloper will commence and complete construction of, and (so long (so long as Redeveloper owns such property) operate and maintain the Minimum Improvements in as Redeveloper owns such property) operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Redevelopment Plan and all applicable local, 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, environstate and federal laws and regulations (including, but not limited to, environmental, zoning, mental, zoning, building code and public health laws and regulations).building code and public health laws and regulations). (c)(c)The Redeveloper has received no notice or communication from any local, state or The Redeveloper has received no notice or communication from any local, state or federal official that the activities of the Redeveloper or the Authority in the Project may be or federal official that the activities of the Redeveloper or the Authority in the Project may be or will will be in violation of any environmental law or regulation (other than those notices or communications be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Redeveloper is aware of no facts the existence of which of which the Authority is aware). The Redeveloper is aware of no facts the existence of which would cause it to be in violation of or give any person awould cause it to be in violation of or give any person avalid claim under any local, state or federal valid claim under any local, state or federal environmental law, regulation or review procedure.environmental law, regulation or review procedure. ((dd))The Redeveloper will obtain, in a timely manner, all required permits, licenses and The Redeveloper will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of alapprovals, and will meet, in a timely manner, all requirements of all applicable local, state and l applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed.may be lawfully constructed. 55 503735v4 MNI CL205503735v4 MNI CL205--6666 7373 ((ee))Neither the execution and delivery of this Agreement, the consummation of the Neither the execution and delivery of this Agreement, the consummation of the transactions contemplatransactions contemplated hereby, nor the fulfillment of or compliance with the terms and ted 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 conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any corporate restriction or any evidences of indeterms, conditions or provisions of any corporate restriction or any evidences of indebtedness, btedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it 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.is bound, or constitutes a default under any of the foregoing. ((ff))Whenever any Event of Default occurs and if the Authority shall employ attorneysWhenever any Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Redeveloper under of performance or observance of any obligation or agreement on the part of the Redeveloper under this Agreement, and the Authority prevails in such action, this Agreement, and the Authority prevails in such action, the Developer agrees that it shall, within the Developer agrees that it shall, within ten days of written demand by the Authority, pay to the Authority the reasonable fees of such ten days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority.attorneys and such other expenses so incurred by the Authority. ((gg))The proposed development by the Redeveloper hereThe proposed development by the Redeveloper hereunder would not occur but for under would not occur but for the tax increment financing assistance being provided by the Authority hereunder.the tax increment financing assistance being provided by the Authority hereunder. ((hh))The Redeveloper is not currently in default under any business subsidy agreement The Redeveloper is not currently in default under any business subsidy agreement with any grantor, as such terms are defined in the Busineswith any grantor, as such terms are defined in the Business Subsidy Act.s Subsidy Act. 66 503735v4 MNI CL205503735v4 MNI CL205--6666 7474 ARTICLE IIIARTICLE III Property Acquisition, Conveyance; Public Redevelopment CostsProperty Acquisition, Conveyance; Public Redevelopment Costs Section 3.1. Section 3.1. Status of the Redevelopment PropertyStatus of the Redevelopment Property. (a) As of the date of this Agreement, . (a) As of the date of this Agreement, the Redeveloper the Redeveloper has entered intohas entered intoa purchase agreement with a third para purchase agreement with a third party for the purchase of the ty for the purchase of the Redevelopment Property. If all contingencies in the purchase agreement are satisfied, the Redevelopment Property. If all contingencies in the purchase agreement are satisfied, the Redeveloper will acquire the Redevelopment Property on or before Redeveloper will acquire the Redevelopment Property on or before June 30, 2018June 30, 2018. . The Authority The Authority has no obligation to acquire any portion ofhas no obligation to acquire any portion ofthe Redevelopment Property.the Redevelopment Property. Section 3.2. Section 3.2. Environmental ConditionsEnvironmental Conditions. (a) The Redeveloper acknowledges that the . (a) The Redeveloper acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Authority makes no representations or warranties as to the condition of the soils on the Redevelopment Property or the fitness of the RedeveloRedevelopment Property or the fitness of the Redevelopment Property for construction of the pment Property for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such Minimum Improvements or any other purpose for which the Redeveloper may make use of such property, and that the assistance provided to the Redeveloper under this Agreement neither implies property, and that the assistance provided to the Redeveloper under this Agreement neither implies any responsibility by the Autany responsibility by the Authority or the City for any contamination of the Redevelopment hority or the City for any contamination of the Redevelopment Property or poor soil conditions nor imposes any obligation on such parties to participate in any Property or poor soil conditions nor imposes any obligation on such parties to participate in any cleanup of the Redevelopment Property or correction of any soil problems (other than the financicleanup of the Redevelopment Property or correction of any soil problems (other than the financing ng described in this agreement). described in this agreement). (b)(b)Without limiting its obligations under Section 8.3 of this Agreement the 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 Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officerCity, and their governing body members, officers, and employees, from any claims or actions s, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the Redevelopment Property, unless and to the extent that such hazardous wastes or pollutants are Redevelopment Property, unless and to the extent that such hazardous wastes or pollutants are present as a result of tpresent as a result of the actions or omissions of the indemnitees. Nothing in this section will be he 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 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 federal law, including without limitation Minnesota Statutes Sections 466.04 and 604.02.604.02. Section 3.3. Section 3.3. Public Redevelopment Costs; Public Redevelopment Costs; Issuance of NoteIssuance of Note.. (a)(a)GenerallyGenerally. If the Redeveloper acquires the Redevelopment Property, in order to . If the Redeveloper acquires the Redevelopment Property, in order to make construction of the Minimum Improvements financially feasible, the Authority will reimburse make construction of the Minimum Improvements financially feasible, the Authority will reimburse the Redeveloper for a portion of the Public Redevelopment Costs incurred by the Redeveloper in the Redeveloper for a portion of the Public Redevelopment Costs incurred by the Redeveloper in costs of acquisition costs of acquisition of the Redevelopment Property, and costs of soil correction, of the Redevelopment Property, and costs of soil correction, sitesitepreparationpreparation, and , and publicpublic improvements on the Redevelopment Propertyimprovements on the Redevelopment Property.. (b)(b)Terms. Terms. To reimburse the Public Redevelopment Costs incurred by Redeveloper, To reimburse the Public Redevelopment Costs incurred by Redeveloper, the the Authority shall issue and the Redeveloper shall purchase the Note in the maximum principal Authority shall issue and the Redeveloper shall purchase the Note in the maximum principal amount oamount off$1,482,000.$1,482,000.The Authority shall issue and deliver the Note The Authority shall issue and deliver the Note at closing on the acquisition at closing on the acquisition of the Redevelopment Property, but no principal or interest payments shall be due and payable on of the Redevelopment Property, but no principal or interest payments shall be due and payable on the Notethe Noteand no interest will accrue on the unpaid principal of theand no interest will accrue on the unpaid principal of theNote Note until the Redeveloper has until the Redeveloper has complied with the following conditionscomplied with the following conditions:: 77 503735v4 MNI CL205503735v4 MNI CL205--6666 7575 (i)(i)deliverydeliveryto the Authority written evidence satisfactory to the Authority that to the Authority written evidence satisfactory to the Authority that Redeveloper has incurred Public Redevelopment Costs in an amount least equal to the Redeveloper has incurred Public Redevelopment Costs in an amount least equal to the principal amount principal amount of the Note, which evidence must include copies of the paid invoices or of the Note, which evidence must include copies of the paid invoices or other comparable evidence for costs of allowable Public Redevelopment Costsother comparable evidence for costs of allowable Public Redevelopment Costs-- ;;andand (ii)(ii)submission submission of of evidence of evidence of financing financing and receipt ofand receipt ofAuthority approvalAuthority approvalof of such financsuch financingingininaccordance with Section 7.1.accordance with Section 7.1. The terms of the Note will be substantially those set forth in the form of the Note shown in The terms of the Note will be substantially those set forth in the form of the Note shown in Schedule B, and the Note will be subject to all terms of the Authorizing Resolution, which Schedule B, and the Note will be subject to all terms of the Authorizing Resolution, which isis incorporated herein by referenceincorporated herein by reference.. (c)(c)Termination of right to Note.Termination of right to Note.All cAll conditions for delivery of the Note must be met onditions for delivery of the Note must be met by by no later than the date which is less than five (5) no later than the date which is less than five (5) years after the date of certification of the TIF years after the date of certification of the TIF District by the CountyDistrict by the Countyand complies with the soand complies with the so--called fivecalled five--yyear rule under Section 469.1763, subd. ear rule under Section 469.1763, subd. 3(c) of the TIF Act. 3(c) of the TIF Act. If the conditions If the conditions for delivery of the Note for delivery of the Note are not satisfied by are not satisfied by the the datedatedescribed described in this paragraphin this paragraph, the , the AuthorityAuthorityhas no further obligations under this Section 3.3has no further obligations under this Section 3.3.. (d)(d)Assignment of Note.Assignment of Note.ThThe Authority acknowledges that the Redeveloper may assign e Authority acknowledges that the Redeveloper may assign the Note to a third party. The Authority consents to such an assignment, conditioned upon receipt the Note to a third party. The Authority consents to such an assignment, conditioned upon receipt of an investment letter from such third party in a form reasonaof an investment letter from such third party in a form reasonably acceptable to the Authority, and bly acceptable to the Authority, and will reasonably execute any document evidencing such assignment.will reasonably execute any document evidencing such assignment. (e)(e)Qualifications.Qualifications.The Redeveloper understands and acknowledges that The Redeveloper understands and acknowledges that all Public all Public Redevelopment Costs must be paid by the Redeveloper and will be reimbursed from Available Tax Redevelopment Costs must be paid by the Redeveloper and will be reimbursed from Available Tax Increment pursIncrement pursuant to the terms of the Note. Tuant to the terms of the Note. The Authority makes no representations or warranties he Authority makes no representations or warranties regarding the amount of Tax Increment, or that revenues pledged to the Note will be sufficient to regarding the amount of Tax Increment, or that revenues pledged to the Note will be sufficient to pay the principal and interest on the Note. Any estimates of Tax Incremepay the principal and interest on the Note. Any estimates of Tax Increment prepared by the nt prepared by the Authority or its financial advisors in connection with the TIF District or this Agreement are for the Authority or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Redeveloper may benefit of the Authority, and are not intended as representations on which the Redeveloper may rely. Public Redevelopment Costs exceedrely. Public Redevelopment Costs exceeding the principal amount of the Note are the sole ing the principal amount of the Note are the sole responsibility of Redeveloper.responsibility of Redeveloper. Section 3.4. Section 3.4. Payment of Administrative CostsPayment of Administrative Costs. . The The AuthorityAuthorityacknowledges that acknowledges that RedRedeveloper has deposited with the eveloper has deposited with the AuthorityAuthority$$2020,000,000. The . The AuthorityAuthoritywill use such deposit to will use such deposit to pay pay AuthorityAuthoritytogether together with staff costs of the with staff costs of the AuthorityAuthority, all attributable to or incurred in connection with the negotiation , all attributable to or incurred in connection with the negotiation and preparation of this Agreement, the TIF Plan, and oand preparation of this Agreement, the TIF Plan, and other documents and agreements in ther documents and agreements in connection with the development of the connection with the development of the RedRedevelopment Property. At evelopment Property. At RedRed no more often than monthly, the no more often than monthly, the AuthorityAuthoritywill provide will provide RedRedeveloper with a written report including eveloper with a written report including invoices, time sheets or otherinvoices, time sheets or othercomparable evidence of expenditures for Administrative Costs and comparable evidence of expenditures for Administrative Costs and the outstanding balance of funds deposited. If at any time the the outstanding balance of funds deposited. If at any time the AuthorityAuthoritydetermines that the deposit determines that the deposit is insufficient to pay Administrative Costs, the is insufficient to pay Administrative Costs, the RedRedeveloper is obligated to pay such sheveloper is obligated to pay such shortfall ortfall within 15 days after receipt of a written notice from the within 15 days after receipt of a written notice from the AuthorityAuthoritycontaining evidence of the containing evidence of the unpaid costs. If any balance of funds deposited remains upon issuance of the Certificate of unpaid costs. If any balance of funds deposited remains upon issuance of the Certificate of 88 503735v4 MNI CL205503735v4 MNI CL205--6666 7676 Completion pursuant to Section 4.4 of this Agreement, the Completion pursuant to Section 4.4 of this Agreement, the AuAuthoritythorityshall promptly return such shall promptly return such balance to balance to RedRedeveloper; provided that eveloper; provided that RedRedeveloper remains obligated to pay subsequent eveloper remains obligated to pay subsequent Administrative Costs related to any amendments to this Agreement requested by Administrative Costs related to any amendments to this Agreement requested by RedRedeveloper. eveloper. Upon termination of this Agreement in accorUpon termination of this Agreement in accordance with its terms, the dance with its terms, the RedRedeveloper remains eveloper remains obligated under this section for Administrative Costs incurred through the effective date of obligated under this section for Administrative Costs incurred through the effective date of termination.termination. Section 3.Section 3.55. . No Business SubsidyNo Business Subsidy. The parties agree and understand that the primary purpose . The parties agree and understand that the primary purpose of any fiof any financial assistance to the Redeveloper under this Agreement is to facilitate development of nancial assistance to the Redeveloper under this Agreement is to facilitate development of 116J.993 to 116J.995.116J.993 to 116J.995.The Redeveloper releases and waives any cThe Redeveloper releases and waives any claim against the Authority and its laim against the Authority and its governing body members, officers, agents, servants and employees thereof arising from application of governing body members, officers, agents, servants and employees thereof arising from application of the Business Subsidy Act to this Agreement, including without limitation any claim that the Authority the Business Subsidy Act to this Agreement, including without limitation any claim that the Authority failed to comply wfailed to comply with the Business Subsidy Act with respect to this Agreement.ith the Business Subsidy Act with respect to this Agreement. 99 503735v4 MNI CL205503735v4 MNI CL205--6666 7777 ARTICLE IVARTICLE IV Construction of Minimum Improvements and Public ImprovementsConstruction of Minimum Improvements and Public Improvements Section 4.1. Section 4.1. Construction of Minimum ImprovementsConstruction of Minimum Improvements. The Redeveloper agrees that, after . The Redeveloper agrees that, after acquisition of the Redevelopmacquisition of the Redevelopment Property, and on or prior to the dates provided in Section 4.3 ent Property, and on or prior to the dates provided in Section 4.3 hereof, it will commence and complete construction of the Minimum Improvements on the hereof, it will commence and complete construction of the Minimum Improvements on the Redevelopment Property, in accordance with approved Construction Plans and at all times while Redevelopment Property, in accordance with approved Construction Plans and at all times while RedevelopRedeveloper owns the Redevelopment Property, will operate and maintain, preserve and keep the er owns the Redevelopment Property, will operate and maintain, preserve and keep the respective components of the Minimum Improvements or cause such components be maintained, respective components of the Minimum Improvements or cause such components be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in gpreserved and kept with the appurtenances and every part and parcel thereof, in good repair and ood repair and condition.condition. Section 4.2. Section 4.2. Construction Plans.Construction Plans.(a) Before commencing construction of the Minimum (a) Before commencing construction of the Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The Construction Improvements, the Redeveloper shall submit to the Authority Construction Plans. The Construction Plans shall provide for the construction of thePlans shall provide for the construction of theMinimum Improvements and shall be in conformity Minimum Improvements and shall be in conformity with the TIF Plan, Redevelopment Plan, this Agreement, and all applicable State and local laws and with the TIF Plan, Redevelopment Plan, this Agreement, and all applicable State and local laws and regulations. The Authority Representative will approve the Construction Plans in writing if: (i) the regulations. The Authority Representative will approve the Construction Plans in writing if: (i) the ConstrConstruction Plans conform to the terms and conditions of this Agreement; (ii) the Construction uction Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances,conform to all applicable federal, state and local laws, ordinances,rules and regulations; (iv) the rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the funds available to the Redeveloper from all sources for construction of the Minimum funds available to the Redeveloper from all sources for construction of the Minimum ImprovementsImprovementsare adequate to construct theare adequate to construct theproject described in the Construction Plansproject described in the Construction Plans; and (vi) no ; and (vi) no Event of Default has occurred. No approval by the Authority Representative shall relieve the Event of Default has occurred. No approval by the Authority Representative shall relieve the Developer of the obligation to comply with the terms of this Agreement or of the Development Developer of the obligation to comply with the terms of this Agreement or of the Development Plan, appliPlan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the cable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority Representative Minimum Improvements in accordance therewith. No approval by the Authority Representative shall constitute a waiver of an Event of Default. If approval of the Conshall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested struction Plans is requested by the Redeveloper in writing at the time of submission, such Construction Plans shall be deemed by the Redeveloper in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority Representative, in whole or in part. Such approved unless rejected in writing by the Authority Representative, in whole or in part. Such rejections shall set forth in detarejections shall set forth in detail the reasons therefor, and shall be made within 20 days after the il the reasons therefor, and shall be made within 20 days after the date of their receipt by the Authority. If the Authority Representative rejects any Construction date of their receipt by the Authority. If the Authority Representative rejects any Construction Plans in whole or in part, the Redeveloper shall submit new or corrected Construction PlanPlans in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within s within 20 days after written notification to the Redeveloper of the rejection. The provisions of this Section 20 days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have beenapply until the Construction Plans have beenapproved by the Authority. The Authority approved by the Authority. The Authority approval shall constitute a conclusive determination that the Construction Plans (and the Minimum approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements constructeImprovements constructe with the provisions of this Agreement relating thereto.with the provisions of this Agreement relating thereto. The Redeveloper hereby waives any and all claims and causes of action whatsoever The Redeveloper hereby waives any and all claims and causes of action whatsoever resulting from the review of the Constructionresulting from the review of the ConstructionPlans by the Authority and/or any changes in the Plans by the Authority and/or any changes in the Construction Plans requested by the AuthorityConstruction Plans requested by the Authoritythat comply with applicable codes and lawsthat comply with applicable codes and laws. Neither . Neither 1010 503735v4 MNI CL205503735v4 MNI CL205--6666 7878 the Authority, the City, nor any employee or official of the Authority or City shall be responsible in the Authority, the City, nor any employee or official of the Authority or City shall be responsible in any any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the Authoritythe Construction Plans, including changes requested by the Authority, if such changes comply with , if such changes comply with applicable codes and lawsapplicable codes and laws.. (b)(b)If the Redeveloper desires to make If the Redeveloper desires to make any material change in the Construction Plans or any material change in the Construction Plans or any component thereof after their approval by the Authority, the Redeveloper shall submit the any component thereof after their approval by the Authority, the Redeveloper shall submit the proposed change to the Authority for its approval. For the purpose of this section, the term proposed change to the Authority for its approval. For the purpose of this section, the term anges that increase or decrease construction costs by $anges that increase or decrease construction costs by $50500,000 or more. If the 0,000 or more. If the Construction Plans, as modified by the proposed change, conform to the requirements of this 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 Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. 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 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 nunless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting otice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within tenforth in detail the reasons therefor. Such rejection shall be made within ten(10) days after receipt (10) days after receipt Plans wPlans will not be unreasonably withheld.ill not be unreasonably withheld. Section 4.3. Section 4.3. Completion of ConstructionCompletion of Construction. Subject to Unavoidable Delays, the Redeveloper . Subject to Unavoidable Delays, the Redeveloper must commence construction of the Minimum Improvements by must commence construction of the Minimum Improvements by DecemberDecember1, 20181, 2018, and , and substantially complete construction of the Minimumsubstantially complete construction of the MinimumImprovements by Improvements by December December 331, 201, 202020..All All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in substantial conformity with the Construction Plans as on the Redevelopment Property shall be in substantial conformity with the Construction Plans as submitted by the Redevelsubmitted by the Redeveloper and approved by the Authority.oper and approved by the Authority. The Redeveloper agrees for itself, its successors and assigns, and every successor in interest The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly bassigns, shall promptly begin and diligently prosecute to completion the redevelopment of the egin and diligently prosecute to completion the redevelopment of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified isuch construction shall in any event be commenced and completed within the period specified inn this Section 4.3 of this Agreement. Subsequent to execution of this Agreement and until this Section 4.3 of this Agreement. Subsequent to execution of this Agreement and until construction of the Minimum Improvements has been completed, the Redeveloper shall make construction of the Minimum Improvements has been completed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by treports, in such detail and at such times as may reasonably be requested by the Authority, as to the he Authority, as to the actual progress of the Redeveloper with respect to such construction.actual progress of the Redeveloper with respect to such construction. Section 4.4. Section 4.4. Certificate of CompletionCertificate of Completion. (a) Promptly after substantial completion of the . (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the AgreeMinimum Improvements in accordance with those provisions of the Agreement relating solely to ment relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the date for the obligations of the Redeveloper to construct the Minimum Improvements (including the date for completion thereof), the Authority will furnish the Redeveloper with a Certificate of Completion in completion thereof), the Authority will furnish the Redeveloper with a Certificate of Completion in substantially the form attached as substantially the form attached as Schedule Schedule CC. Such certification by the Authority shall be a . Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement with respect to the obligations of the Redeveloper, and its successors and assigns, to Agreement with respect to the obligations of the Redeveloper, and its successors and assigns, to conconstruct the Minimum Improvements and the date for the completion thereof. Such certification struct 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 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 inobligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing surer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof.money loaned to finance the Minimum Improvements, or any part thereof. 1111 503735v4 MNI CL205503735v4 MNI CL205--6666 7979 (b)(b)The Certificate of Completion provided for in this Section 4.4 of this Agreement The Certificate of Completion provided for in this Section 4.4 of this Agreement shall be in such form as will enable it to be recorded in the propershall be in such form as will enable it to be recorded in the properoffice for the recordation of office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. If the Authority shall deeds and other instruments pertaining to the Redevelopment Property. If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority this Agreement, the Authority shall, within thirty (30) days after written request by the shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in 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 what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with thewith theprovisions of the Agreement, or is otherwise in default, and what measures or acts it will 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 be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to obtain such certification.obtain such certification. (c)(c)The construction of the Minimum IThe construction of the Minimum Improvements shall be deemed to be commenced mprovements shall be deemed to be commenced when foundations are completed (as reasonably determined by the Authority Representative); and when foundations are completed (as reasonably determined by the Authority Representative); and shall be deemed to shall be deemed to be substantially completebe substantially completeupon issuance of a certificate of occupancy for the upon issuance of a certificate of occupancy for the Minimum ImprovementsMinimum Improvements, and upon determination by the Authority Representative that all related , and upon determination by the Authority Representative that all related site improvements on the Redevelopment Property have been substantially completed in site improvements on the Redevelopment Property have been substantially completed in accordance with approved Construction Plans, subject to landscaping and/or public art that cannotaccordance with approved Construction Plans, subject to landscaping and/or public art that cannot be completed until seasonal conditions permit.be completed until seasonal conditions permit. Section 4.Section 4.55..RecordsRecordsand Reportsand Reports. . (a) (a) The AuthorityThe Authority,,through any authorized through any authorized representatives, shall have the right at all reasonable times after reasonable representatives, shall have the right at all reasonable times after reasonable written written notice to notice to inspect, examine and copy all binspect, examine and copy all books and records of Redeveloper relating to the Minimum ooks and records of Redeveloper relating to the Minimum Improvements. Such records shall be kept and maintained by Redeveloper through the Improvements. Such records shall be kept and maintained by Redeveloper through the TerminationTermination Date.Date. (b) (b) The Redeveloper also agrees to submit to the Authority written reports so as to allow The Redeveloper also agrees to submit to the Authority written reports so as to allow the Authe Authority to remain in compliance with reporting requirements under state statutes. The thority to remain in compliance with reporting requirements under state statutes. The Authority will provide information to the Redeveloper regarding the required forms. Authority will provide information to the Redeveloper regarding the required forms. Section 4.Section 4.66. . Income LimitsIncome Limits. (a) The Authority and the Redeveloper understand a. (a) The Authority and the Redeveloper understand and agree nd agree Act. The Redeveloper covenants that, for the duration of the TIF District, it will comply with all Act. The Redeveloper covenants that, for the duration of the TIF District, it will comply with all income requirements for a qualified residentiincome requirements for a qualified residential rental project as defined in Section 142(d) of the al rental project as defined in Section 142(d) of the Internal Revenue CodeInternal Revenue Code. . Specifically, the Redeveloper agrees and covenants that Specifically, the Redeveloper agrees and covenants that 100% of the units of the Minimum Improvements will be reserved for persons with incomes at or 100% of the units of the Minimum Improvements will be reserved for persons with incomes at or less than 60% oless than 60% of areawide median income.f areawide median income. (b)(b)On or before February 2 of each year for the duration of the TIF DistrictOn or before February 2 of each year for the duration of the TIF District, the , the RedRedeveloper eveloper shallshallsubmit submit evidenceevidencereasonably acceptable to the Authorityreasonably acceptable to the Authority, showing that the , showing that the Minimum Improvements meetMinimum Improvements meetthe relevant income requiremthe relevant income requirementsents. The . The AuthorityAuthoritywill review will review such such evidenceevidenceto determineto determinethat the that the TIF District remains a housing district under the TIF ActTIF District remains a housing district under the TIF Act. . The The Authority expressly agrees that Authority expressly agrees that during any period while during any period while 100% of the100% of theunits in the units in the Redevelopment Redevelopment Property are subject to incoProperty are subject to income and rent limitations under me and rent limitations under Section 42 of Section 42 of thetheCodeCode, evidence of , evidence of compliance with such compliance with such CodeCoderequirementsrequirements, if filed annually with the Authority,, if filed annually with the Authority,will will constitute constitute acceptable evidenceacceptable evidence.. 1212 503735v4 MNI CL205503735v4 MNI CL205--6666 8080 (c) If the Authority determines based on the evidence submitted by Redev(c) If the Authority determines based on the evidence submitted by Redeveloper, or eloper, or receives notice from the State department of revenue, the State auditor, any Tax Official or any receives notice from the State department of revenue, the State auditor, any Tax Official or any event shall be deemed an Event of Default underevent shall be deemed an Event of Default underthis Agreement. In addition to any remedies this Agreement. In addition to any remedies available to the available to the AuthorityAuthorityunder Article IX hereof, the under Article IX hereof, the RedRedeveloper shall indemnify, defend and eveloper shall indemnify, defend and hold harmless the hold harmless the AuthorityAuthorityfor any damages or costs resulting therefrom. for any damages or costs resulting therefrom. (The remainder of this page is inten(The remainder of this page is intentionally left blank.)tionally left blank.) 1313 503735v4 MNI CL205503735v4 MNI CL205--6666 8181 ARTICLE VARTICLE V InsuranceInsurance Section 5.1. Section 5.1. InsuranceInsurance. (a) The Redeveloper will provide and maintain at all times during . (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 the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to Policy and, from time to time during that period, at the request of the Authority, furnish the time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following:Authority with proof of payment of premiums on policies covering the following: (i)(i)------ mount equal to 100% of the principal amount of the Note, mount equal to 100% of the principal amount of the Note, and with coverage available in nonreporting form on the soand with coverage available in nonreporting form on the so-- The interest of the Authority shall be protected in accordance with a clause in form and The interest of the Authority shall be protected in accordance with a clause in form and content satisfaccontent satisfactory to the Authority;tory to the Authority; (ii)(ii)Comprehensive general liability insurance (including operations, contingent Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability liability, operations of subcontractors, completed operations, and contractual liability y with limits against bodily y with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the abovethe above--required limits, an umbrella excess liability policy may be used). The Authority required limits, an umbrella excess liability policy may be used). The Authority shall be listed as an additional insured on tshall be listed as an additional insured on the policy; andhe policy; and (iii)(iii) Redeveloper may be selfRedeveloper may be self-- compensation.compensation. (b)(b)Upon completion of construction of the MinimUpon completion of construction of the Minimum Improvements and prior to the um Improvements and prior to the Termination DateTermination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and , 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 expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as folpremiums on, insurance as follows:lows: (i)(i)Insurance against loss and/or damage to the Minimum Improvements under a 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.policy or policies covering such risks as are ordinarily insured against by similar businesses. (ii)(ii)Comprehensive general public liability insurance, including personal iComprehensive general public liability insurance, including personal injury njury liability (with employee exclusion deleted), against liability for injuries to persons and/or 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 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 insushall be endorsed to show the City and Authority as additional insureds.reds. (iii)(iii) all employees of the Redeveloper, in such amount as is customarily carried by like 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; porganizations engaged in like activities of comparable size and liability exposure; provided rovided that the Redeveloper may be selfthat the Redeveloper may be self--insured with respect to all or any part of its liability for insured with respect to all or any part of its liability for 1414 503735v4 MNI CL205503735v4 MNI CL205--6666 8282 (c)(c)All insurance required in Article V of this Agreement shall be taken out and All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies semaintained in responsible insurance companies selected by the Redeveloper that are authorized lected by the Redeveloper that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the Authority policies evidencing all such insurance, or a certificate or will deposit annually with the Authority policies evidencing all such insurance, or a certificate or certificates certificates or binders of the respective insurers stating that such insurance is in force and effect. 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 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 that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided to reduce the coverage provided below the amounts required herein without giving written notice to the Redeveloper and the below the amounts required herein without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Redof separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or eveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall 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 deposit with the Authority a certificate or certificates of the respective insurers as to the amount of to the amount of coverage in force upon the Minimum Improvements.coverage in force upon the Minimum Improvements. (d)(d)The Redeveloper agrees to notify the Authority immediately in the case of damage 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 exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resthereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, ulting 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 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 andcondition or value as it existed prior to the event causing such damage and, to the extent necessary , to the extent necessary to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply the net 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 proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof.reimbursement of the costs thereof. TThe Redeveloper shall complete the repair, reconstruction and restoration of the Minimum he 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 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 resuch purposes are sufficient to pay for the same. Any net proceeds remaining after completion of maining after completion of such repairs, construction, and restoration shall be the property of the Redeveloper.such repairs, construction, and restoration shall be the property of the Redeveloper. (e)(e)In lieu of its obligation to reconstruct the Minimum Improvements as set forth in this In lieu of its obligation to reconstruct the Minimum Improvements as set forth in this Section, the Redeveloper shall have the option ofSection, the Redeveloper shall have the option of: (i) paying to the Authority an amount that, in the : (i) paying to the Authority an amount that, in the opinion of the Authority and its fiscal consultant, is sufficient to pay or redeem the outstanding opinion of the Authority and its fiscal consultant, is sufficient to pay or redeem the outstanding principal and accrued interest on the Note, or (ii) so long as the Redeveloper is the owner of the principal and accrued interest on the Note, or (ii) so long as the Redeveloper is the owner of the NoteNote, waiving its right to receive subsequent payments under the Note. , waiving its right to receive subsequent payments under the Note. (f)(f)The Redeveloper and the Authority agree that all of the insurance provisions set The Redeveloper and the Authority agree that all of the insurance provisions set forth in this Article V shall terminate upon the termination of this Agreement.forth in this Article V shall terminate upon the termination of this Agreement. Section 5.2. Section 5.2. SuboSubordinationrdination. Notwithstanding anything to the contrary herein, the rights of . 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 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 arespects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant llowed pursuant to Article VII of this Agreement.to Article VII of this Agreement. 1515 503735v4 MNI CL205503735v4 MNI CL205--6666 8383 ARTICLE VIARTICLE VI Tax Increment; TaxesTax Increment; Taxes Section 6.1. Section 6.1. Right to Collect Delinquent Taxes.Right to Collect Delinquent Taxes.The Redeveloper acknowledges that the The Redeveloper acknowledges that the Authority is providing substantial aid and assistance in furtherance of the redevAuthority is providing substantial aid and assistance in furtherance of the redevelopment described elopment described in this Agreement, through in this Agreement, through reimbursement ofreimbursement ofthe the Public Redevelopment CostsPublic Redevelopment Costs. The Redeveloper . The Redeveloper understands that the Tax Increment pledged to payment of the understands that the Tax Increment pledged to payment of the Public Redevelopment CostsPublic Redevelopment Costsisis derived from real estate taxes on the Minimum Improvederived from real estate taxes on the Minimum Improvements, which taxes must be promptly and ments, which taxes must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, thatthatin in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Agreemthis Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment ent to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority through the Termination creates a contractual right on behalf of the Authority through the Termination Date to sue the Date to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled tthe Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees.o recover its costs, expenses and reasonable attorney fees. Section 6.2. Section 6.2. Review of Taxes.Review of Taxes.The Redeveloper agrees that prior to the Termination Date, 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 Redevelopment it will not cause a reduction in the real property taxes paid in respect of the Redevelopment Property tProperty through: (A) willful destruction of the Redevelopment Property or any part thereof; or (B) hrough: (A) willful destruction of the Redevelopment Property or any part thereof; or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this Agreement. The Redeveloper also agrees that it will not, prior to the TAgreement. The Redeveloper also agrees that it will not, prior to the Termination Date, apply for a ermination Date, apply for a deferral of property tax on the Redevelopment Property pursuant to any law, or transfer or permit deferral of property tax on the Redevelopment Property pursuant to any law, or transfer or permit transfer of the Redevelopment Property to any entity whose ownership or operation of the property transfer of the Redevelopment Property to any entity whose ownership or operation of the property would result in the Redevelopmewould result in the Redevelopment Property being exempt from real estate taxes under State law nt Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City or Authority in accordance with (other than any portion thereof dedicated or conveyed to the City or Authority in accordance with this Agreement). this Agreement). Section 6.Section 6.33. . Assessment AgreementAssessment Agreement. (a) Upon . (a) Upon acquisition of the Redevelopacquisition of the Redevelopment Propertyment Propertyby by RedeveloperRedeveloperand and determination ofdetermination ofof commencement and completion of of commencement and completion of construction of the Minimum Improvementsconstruction of the Minimum Improvements, the Redeveloper shall, with the Authority, execute an , the Redeveloper shall, with the Authority, execute an Assessment Agreement pursuant to Assessment Agreement pursuant to Minnesota StatutesMinnesota Statutes,,Section 469.177, subd. 8, specifying an Section 469.177, subd. 8, specifying an assessor's minimum Market Value for the assessor's minimum Market Value for the Redevelopment PRedevelopment Property and Minimum Improvements roperty and Minimum Improvements constructed thereon. The amount of the minimum Market Value shall be $constructed thereon. The amount of the minimum Market Value shall be $10,38010,380,000 as of January 2, ,000 as of January 2, 2020____, and $, and $20,7620,760,000 as of J0,000 as of January 2, 20anuary 2, 20____and each January 2 thereafter, notwithstanding the status and each January 2 thereafter, notwithstanding the status of construction by of construction by such dates. such dates. (b)(b)The Assessment Agreement shall be substantially in the form attached hereto asThe Assessment Agreement shall be substantially in the form attached hereto as Schedule Schedule DD. . Nothing in the Assessment Agreement shall limit the Nothing in the Assessment Agreement shall limit the discretion of the assessor to assign discretion of the assessor to assign a market value to the property in excess of such assessor's minimum Market Value. The Assessment a market value to the property in excess of such assessor's minimum Market Value. The Assessment Agreement shall remain in force for the period specified in the Assessment Agreement.Agreement shall remain in force for the period specified in the Assessment Agreement. (c)(c)Nothing in this Agreement or Nothing in this Agreement or in the Assessment Agreement shall limit the right of the in the Assessment Agreement shall limit the right of the Redeveloper, or its successors and assigns, to Redeveloper, or its successors and assigns, to bring a tax petition bring a tax petition challengchallenginginga Market Value a Market Value 1616 503735v4 MNI CL205503735v4 MNI CL205--6666 8484 determination that exceeds the established minimum Market Value for the Redevelopment Property; determination that exceeds the established minimum Market Value for the Redevelopment Property; providedprovidedthat if the Redeveloper brings such a challenge, the Redeveloper must inform the Authority that if the Redeveloper brings such a challenge, the Redeveloper must inform the Authority of such of such tax petitiontax petitionin writing. During the pendency of such challenge, the Authority will pay in writing. During the pendency of such challenge, the Authority will pay principal and interest on the Note only to the extent of the Availabprincipal and interest on the Note only to the extent of the Available Tax Increment attributable to the le Tax Increment attributable to the minimum Market Value of the Redevelopment Propertyminimum Market Value of the Redevelopment Property; provided that; provided thatif the Redeveloper fails to if the Redeveloper fails to notify the Authority of the tax petition, the Authority shall have the right to withhold all payments of notify the Authority of the tax petition, the Authority shall have the right to withhold all payments of principal and intereprincipal and intereUpon resolution of Upon resolution of anyanyAvailable Tax Increment Available Tax Increment deferred and deferred and withheld under this Section withheld under this Section shall be shall be paid, without interest thereon, to the extent payable under the assepaid, without interest thereon, to the extent payable under the asse of Market Value.of Market Value. (The remainder of this page is intentionally left blank.)(The remainder of this page is intentionally left blank.) 1717 503735v4 MNI CL205503735v4 MNI CL205--6666 8585 ARTICLE VIIARTICLE VII FinancingFinancing Section 7.1. Section 7.1. GenerallyGenerally. (a) Before commencement of construction of the Minimum . (a) Before commencement of construction of the Minimum Improvements, the Redeveloper shall submit tImprovements, the Redeveloper shall submit to the Authority or provide access thereto for review o the Authority or provide access thereto for review by Authority staff, consultants and agents, evidence reasonably satisfactory to the Authority that by Authority staff, consultants and agents, evidence reasonably satisfactory to the Authority that Redeveloper has available funds, or commitments to obtain funds, whether in the nature of Redeveloper has available funds, or commitments to obtain funds, whether in the nature of mortgage finanmortgage financing, equity, grants, loans, or other sources sufficient to construct the Minimum cing, equity, grants, loans, or other sources sufficient to construct the Minimum Improvements, provided that any lender or grantor commitments shall be subject only to such Improvements, provided that any lender or grantor commitments shall be subject only to such conditions as are normal and customary in the commercial lending industry. conditions as are normal and customary in the commercial lending industry. (b)(b)If the Authority finds that the financing is sufficiently committed and adequate in 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 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 within writing of its approval. Such approval shall not be unreasonably withheld and either approval or held and either approval or rejection shall be given within twenty (20) days from the date when the Authority is provided the 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 evidence of financing. A failure by the Authority to respond to such evidence of financing shall be deemed to constitute an approdeemed to constitute an approval hereunder. If the Authority rejects the evidence of financing as val 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 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 reRedeveloper shall submit adequate evidence of financing within ten (10) days after such rejection.jection. Section 7.2.Section 7.2...In the event that there In the event that there occurs a default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, to the occurs a default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, to the extent the Redeveloper is aware of such default, the Redeveloperextent the Redeveloper is aware of such default, the Redevelopershall cause the Authority to shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such 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 Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redevelopdefault on behalf of the Redeveloper within such cure periods as are available to the Redeveloper er within such cure periods as are available to the Redeveloper under the Mortgage documentsunder the Mortgage documents, if negotiated and permitted by the Holder, if negotiated and permitted by the Holder. In the event there is an . In the event there is an event of default under this Agreement, the Authority will transmit to the Holder of any Mortgevent of default under this Agreement, the Authority will transmit to the Holder of any Mortgage age TTax ax CCredit redit IInvestor nvestor (as hereinafter defined) (as hereinafter defined) a copy of any notice of a copy of any notice of default given by the Authority pursuant to Article IX of this Agreement.default given by the Authority pursuant to Article IX of this Agreement. Section 7.3.Section 7.3.Modification; SubordinationModification; Subordination..In order to facilitate the securing of otIn order to facilitate the securing of other her financing, the Authority agrees to subordinatefinancing, the Authority agrees to subordinateits rights under this Agreement provided that such its rights under this Agreement provided that such subordination shall be subject to such reasonable terms and conditions as the Authority and Holder subordination shall be subject to such reasonable terms and conditions as the Authority and Holder mutually agree in writing. Notwithstanding anything tomutually agree in writing. Notwithstanding anything tothe contrary herein, any subordination the contrary herein, any subordination agreement must include the provision described in Section 7.2.agreement must include the provision described in Section 7.2. 1818 503735v4 MNI CL205503735v4 MNI CL205--6666 8686 ARTICLE VIIIARTICLE VIII Prohibitions Against Assignment and Transfer; IndemnificationProhibitions Against Assignment and Transfer; Indemnification Section 8.1. Section 8.1. Representation as to Redevelopment.Representation as to Redevelopment.The Redeveloper reprThe Redeveloper represents and agrees esents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property and not for speculation in land holding.and not for speculation in land holding. SectioSection 8.2. n 8.2. Agreement.Agreement.The Redeveloper represents and agrees that until the issuance of the Certificate of The Redeveloper represents and agrees that until the issuance of the Certificate of Completion for the Minimum Improvements: Completion for the Minimum Improvements: (a)(a)Except as specifically describedExcept as specifically describedin this Agreement, the Redeveloper has not made or 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, 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 assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with reswith respect to this Agreement or the Redevelopment Property or any part thereof or any interest pect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a s board of commissioners. The s board of commissioners. The only for, the purpose of obtaining construction, interim or permanent financing necessary to enable only for, the purpose of obtaining construction, interim or permanent financing necessary to enable the Redeveloper or any successothe Redeveloper or any successor in interest to the Redevelopment Property or to construct the r in interest to the Redevelopment Property or to construct the Minimum Improvements or component thereof; (ii) any lease, license, easement or similar 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 arrangement entered into in the ordinary course of business related to operation of the Minimum ImprovemImprovements; (iii) ents; (iii) admitting or removing limited partners or transferring direct or indirect limited admitting or removing limited partners or transferring direct or indirect limited partner interests or interest in the general partner of Redeveloper or admitting or removing partner interests or interest in the general partner of Redeveloper or admitting or removing cable organizational cable organizational documents, or (iv) removing the general partner of Redeveloper for cause at the direction of its documents, or (iv) removing the general partner of Redeveloper for cause at the direction of its partnership agreementpartnership agreement.. (b)(b)If theIf theRedeveloper seeks to effect a Transfer requiring the approval of the Authority Redeveloper seeks to effect a Transfer requiring the approval of the Authority prior to issuance of the Certificate of Completion, the Authority shall be entitled to require as prior to issuance of the Certificate of Completion, the Authority shall be entitled to require as conditions to such Transfer that:conditions to such Transfer that: (1)(1)any proposed transferee shall have thany proposed transferee shall have the qualifications and financial e qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill 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 the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred;Redevelopment Property to be transferred;andand (2)(2)Any proposed transferee, by instrument in writing satisfactory to the Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable in the public land records of Anoka County, Minnesota, Authority and in form recordable in the public land records of Anoka County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of theshall, for itself and its successors and assigns, and expressly for the benefit of theAuthority, Authority, 1919 503735v4 MNI CL205503735v4 MNI CL205--6666 8787 have expressly assumed all of the obligations of the Redeveloper under this Agreement as to have expressly assumed all of the obligations of the Redeveloper under this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is the conditions and restrictions to which the Redeveloper is subject as to such portion; subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agrereason, have assumed such obligations or so agreed, and shall not (unless and only to the ed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by 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 Authority) deprive the Authority of any rights or remedies or controls with respect to the Redevelopment Property, the MinimumRedevelopment Property, the MinimumImprovements or any part thereof or the Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the exteonly in the manner and to the extent specifically provided otherwise in this Agreement) no nt specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, sor involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or hall 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 with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Redevelopment Property that the Authority would have had, Agreement with respect to the Redevelopment Property that the Authority would have had, hadhadthere been no such transfer or change. In the absence of specific written agreement by 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 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 bydeemed to relieve the Redeveloper, or any other party bound in any way bythis Agreement this Agreement or otherwise with respect to the Redevelopment Property, from any of its obligations with or otherwise with respect to the Redevelopment Property, from any of its obligations with respect thereto.respect thereto. (3)(3)Any and all instruments and other legal documents involved in effecting the Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the transfer of any interest in this Agreement or the Redevelopment Property governed by this Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority.Article VIII, shall be in a form reasonably satisfactory to the Authority. (c)(c)If the conditions described in paragraph (b) are satisfied then the Transfer will be If the conditions described in paragraph (b) are satisfied then the Transfer will be approved and the Redeveloper shall be released fromapproved and the Redeveloper shall be released fromits obligation under this Agreement, as to the its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed. The portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance with the provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance with the terms of thiterms of this Article.s Article. (d)(d)Upon issuance of the Certificate of Completion, the Redeveloper may transfer or Upon issuance of the Certificate of Completion, the Redeveloper may transfer or assign the Minimum Improvements and/or the Redeveloper's rights and obligations under this assign the Minimum Improvements and/or the Redeveloper's rights and obligations under this Agreement with respect to such property without the prior written coAgreement with respect to such property without the prior written consent of the Authority; nsent of the Authority; provided that:provided that: (i)(i)until the Termination Date the transferee or assignee is bound by all the until the Termination Date the transferee or assignee is bound by all the Redeveloper's obligations hereunder with respect to the property and rights transferred. The Redeveloper's obligations hereunder with respect to the property and rights transferred. The Redeveloper shall submit to the Authority wrRedeveloper shall submit to the Authority written evidence of any such transfer or itten evidence of any such transfer or assignment, including the transferee or assignee's express assumption of the Redeveloper's assignment, including the transferee or assignee's express assumption of the Redeveloper's obligations under this Agreement. If the Redeveloper fails to provide such evidence of obligations under this Agreement. If the Redeveloper fails to provide such evidence of transfer and assumption, the Redeveloptransfer and assumption, the Redeveloper shall remain bound by all obligations with respect er shall remain bound by all obligations with respect to the subject property under this Agreement; andto the subject property under this Agreement; and 2020 503735v4 MNI CL205503735v4 MNI CL205--6666 8888 (ii)(ii)upon compliance with clause (d)(i) above (whether the transfer occurred upon compliance with clause (d)(i) above (whether the transfer occurred before or after issuance of the Certificate of Completion), the Redevelopebefore or after issuance of the Certificate of Completion), the Redeveloper shall be released r shall be released from its obligations under this Agreement with respect to the property transferred.from its obligations under this Agreement with respect to the property transferred. The provisions of this paragraph (d) apply to all subsequent transferors, assuming compliance with The provisions of this paragraph (d) apply to all subsequent transferors, assuming compliance with the terms of this Article. the terms of this Article. Section 8.3. Section 8.3. Release Release and Indemnification Covenants.and Indemnification Covenants.(a) The Redeveloper releases from (a) The Redeveloper releases from and covenants and agrees that the Authority and the governing body members, officers, agents, and covenants and agrees that the Authority and the governing body members, officers, agents, servants and employees thereofservants and employees thereofshall not be liable for and agrees toshall not be liable for and agrees to indemnify and hold harmless the indemnify and hold harmless the Indemnified PartiesIndemnified Partiesagainst any loss or damage to property or any 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 injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements.Improvements. (b)(b)Except for any willful or negligent miExcept for any willful or negligent misrepresentation or any willful or wanton srepresentation or any willful or wanton misconduct or negligence of the misconduct or negligence of the Indemnified PartiesIndemnified Parties, the Redeveloper agrees to protect and defend , the Redeveloper agrees to protect and defend thetheIndemnified PartiesIndemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless , now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, from any claim, demand, suit, action or other proceeding whatsoever by any person or entity demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of thereby or the acquisition, construction, installation, ownership, and operation of the Minimum he Minimum Improvements. Improvements. (c)(c)Except for any negligence of the Indemnified Parties (as defined in clause (b) 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 above), and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall notAgreement, the Indemnified Parties shall notbe liable for any damage or injury to the persons or 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 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.may be about the Minimum Improvements due to any act of negligence of any person. (d)(d)All covenants, All covenants, stipulations, promises, agreements and obligations of the Authority stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and 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 obligations of the Authority and not of any governing body member, officer, agent, servant or eemployee of the Authority in the individual capacity thereof.mployee of the Authority in the individual capacity thereof. 2121 503735v4 MNI CL205503735v4 MNI CL205--6666 8989 ARTICLE IXARTICLE IX Events of DefaultEvents of Default Section 9.1. Section 9.1. Events of Default DefinedEvents of Default Defined is used in this Agreement, is used in this Agreement, any one or more of the following events, after the nonany one or more of the following events, after the non--defaulting party provides 30 days written 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 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 itdays or, if the event is by its nature incurable within 30 days, the defaulting party does not, within s nature incurable within 30 days, the defaulting party does not, within such 30such 30--day period, provide assurances reasonably satisfactory to the party providing notice of 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:default that the event will be cured and will be cured as soon as reasonably possible: (a)(a)Failure by the Redeveloper or the Authority to observe or perform any Failure by the Redeveloper or the Authority to observe or perform any material material covenant, condition, obligation, or agreement on its part to be observed or performed under this covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement;Agreement;oror ((b)b)The Redeveloper: The Redeveloper: (i)(i)files any petition in bankrupfiles any petition in bankruptcy or for any reorganization, arrangement, tcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law; Bankruptcy Act or under any similar federal or State law; (ii)(ii)makes an assignment for benefit of its creditors; makes an assignment for benefit of its creditors; (iii)(iii)admits in writing its inability to pay its debts generally as they become due; admits in writing its inability to pay its debts generally as they become due; oror (iv)(iv)is adjudicated a bankrupt or insolvent.is adjudicated a bankrupt or insolvent. Section 9.2. Section 9.2. Remedies on DefaultRemedies on Default. Whenever any Event of Default referred to in . Whenever any Event of Default referred to in SectionSection9.1 of this Agreement occ9.1 of this Agreement occurs, the nonurs, the non--defaulting party may:defaulting party may: (a)(a)Suspend its performance under this Agreement until it receives assurances that the Suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its defaulting party will cure its Event of DefaultEvent of Defaultand continue its performance under the Agreement.and continue its performance under the Agreement. (b)(b)Upon an Event of Default Upon an Event of Default by by the Redeveloper under this Agreement, the Authority the Redeveloper under this Agreement, the Authority may terminate the Note and this Agreement.may terminate the Note and this Agreement. (c)(c)Take whatever action, including legal, equitable, or administrative action, which Take whatever action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this may appear necessary or desirable to collect any payments due under this Agreement, or to enforce Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement, performance and observance of any obligation, agreement, or covenant under this Agreement, provided that nothing contained herein shall give the Authority the right to seek specific provided that nothing contained herein shall give the Authority the right to seek specific performance by Redeveloper of the construction ofperformance by Redeveloper of the construction ofthe Minimum Improvements.the Minimum Improvements. Section 9.3. Section 9.3. No Remedy ExclusiveNo Remedy Exclusive. No remedy herein conferred upon or reserved to the . No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, 2222 503735v4 MNI CL205503735v4 MNI CL205--6666 9090 but each and every such remedy shall be cumubut each and every such remedy shall be cumulative and shall be in addition to every other remedy lative 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 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 or omission to exercise any right or power accruing upon any default shall impair any such right or ppower or shall be construed to be a waiver thereof, but any such right and power may be exercised ower or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to 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 exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as to give notice, other than such notice as may be required in this Article IX.may be required in this Article IX. Section 9.4. Section 9.4. No Additional Waiver Implied by One WaiverNo Additional Waiver Implied by One Waiver. In the event any agreement . In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by thcontained in this Agreement should be breached by either party and thereafter waived by the other e other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to 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.waive any other concurrent, previous or subsequent breach hereunder. Section 9.5. Section 9.5. Attorney FeesAttorney Fees. Whenever any Event of Default occurs (as determin. Whenever any Event of Default occurs (as determined by a ed by a final court or administrative order or Redeveloper admissions) and if the Authority shall employ final court or administrative order or Redeveloper admissions) and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligaenforcement of performance or observance of any obligation or agreement on the part of the tion or agreement on the part of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within 10 days of written Redeveloper under this Agreement, the Redeveloper agrees that it shall, within 10 days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred bexpenses so incurred by the Authority.y the Authority. Section 9Section 9.6.6Remedies on DefaultRemedies on Default. If the . If the AuthorityAuthorityfails to make a fails to make a payment when due in accordance with the terms of payment when due in accordance with the terms of SectionSectionss3.3.3 and 6.33 and 6.3(c)(c)of of this Agreement, this Agreement, Redeveloper Redeveloper AAuthorityuthorityof the Event of Default, of the Event of Default, as applicable, suspend or terminate its pas applicable, suspend or terminate its performance under this Agreement, permit Redeveloper to erformance under this Agreement, permit Redeveloper to suspend or terminate its performance under this Agreement suspend or terminate its performance under this Agreement and/or take whatever action at law or in and/or take whatever action at law or in equity may appeaequity may appear necessaryr necessaryor desirable to Redeveloper or desirable to Redeveloper to enforce performance of an outstanding to enforce performance of an outstanding payment obligation of the payment obligation of the AuthorityAuthorityunder this Agreement. If under this Agreement. If Redeveloper Redeveloper terminates its terminates its obligations hereunder, this Agreement shall be deemed terminated and obligations hereunder, this Agreement shall be deemed terminated and Redeveloper Redeveloper shall have no shall have no furfurther obligations hereunderther obligations hereunder.. 2323 503735v4 MNI CL205503735v4 MNI CL205--6666 9191 ARTICLE XARTICLE X Additional ProvisionsAdditional Provisions Section 10.1. Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable.Conflict of Interests; Authority Representatives Not Individually Liable.The The Authority and the Redeveloper, to the best of their respective knowledge, represent and agree Authority and the Redeveloper, to the best of their respective knowledge, represent and agree thatthat no member, official, or employee of the Authority shall have any personal interest, direct or no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personaldecision relating to the Agreement which affects his personalinterests or the interests of any interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the Authority shall be personally liable to the Redeveloper, or any member, official, or employee of the Authority shall be personally liable to the Redeveloper, or any successor in interest, successor in interest, in the event of any default or breach by the Authority or County or for any in the event of any default or breach by the Authority or County or for any amount which may become due to the Redeveloper or successor or on any obligations under the amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement.terms of the Agreement. Section 10.2. Section 10.2. Equal Employment Opportunity.Equal Employment Opportunity.The Redeveloper,The Redeveloper,for itself and its for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements 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 provided for in the Agreement it will comply with all applicable federal, state and local equal employment and nonemployment and non--discrimination laws and regulatiodiscrimination laws and regulations.ns. Section 10.3. Section 10.3. Restrictions on Use.Restrictions on Use.The Redeveloper agrees that until the Termination Date, The Redeveloper agrees that until the Termination Date, the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to the the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to the operation of the Minimum Improvements for uses described in operation of the Minimum Improvements for uses described in the definition of such term in this the definition of such term in this Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to improvements erected or to be erected thereon, or any part thereof.be erected thereon, or any part thereof. Section 10.4. Section 10.4. Provisions Not Merged With Deed.Provisions Not Merged With Deed.None of the provisions of this None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any suRedevelopment Property and any such deed shall not be deemed to affect or impair the provisions ch deed shall not be deemed to affect or impair the provisions and covenants of this Agreement.and covenants of this Agreement. Section 10.5. Section 10.5. Titles of Articles and Sections.Titles of Articles and Sections.Any titles of the several parts, Articles, and Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of refeSections of the Agreement are inserted for convenience of reference only and shall be disregarded rence only and shall be disregarded in construing or interpreting any of its provisions.in construing or interpreting any of its provisions. Section 10.6. Section 10.6. Notices and Demands.Notices and Demands.Except as otherwise expressly provided in this Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by eitherAgreement, a notice, demand, or other communication under the Agreement by eitherparty to the party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; andpostage prepaid, return receipt requested, or delivered personally; and (a)(a)in the case of the Redeveloper, is addressed to or delivered perin the case of the Redeveloper, is addressed to or delivered personally to the sonally to the Redeveloper at Redeveloper at 2905 Northwest Boulevard, Suite 150, Plymouth, MN 554412905 Northwest Boulevard, Suite 150, Plymouth, MN 55441, Attn: Mark S. , Attn: Mark S. Moorhouse and Owen MetzMoorhouse and Owen Metz;; requested by the Redeveloper by written notice to the Authority; requested by the Redeveloper by written notice to the Authority; andand 2424 503735v4 MNI CL205503735v4 MNI CL205--6666 9292 (b)(b)in the case of the Authority, is addressed to or delivered personally to the Authority in the case of the Authority, is addressed to or delivered personally to the Authority thth at at 590 40590 40Avenue NEAvenue NE, Columbia Heights, Minnesota 55, Columbia Heights, Minnesota 55421421, Attn: Executive Director; or at such , Attn: Executive Director; or at such other address with respect to either such party as that party other address with respect to either such party as that party may, from time to time, designate in may, from time to time, designate in writing and forward to the other as provided in this Section.writing and forward to the other as provided in this Section. Section 10.7. Section 10.7. CounterpartsCounterparts. This Agreement may be executed in any number of . This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument.counterparts, each of which shall constitute one and the same instrument. SSection 10.8. ection 10.8. Recording.Recording.The Authority may record this Agreement and any amendments The Authority may record this Agreement and any amendments thereto with the Anoka County recorder. The Redeveloper shall pay all costs for recording.thereto with the Anoka County recorder. The Redeveloper shall pay all costs for recording. Section 10.9. Section 10.9. Amendment.Amendment.This Agreement may be amended only by written agreThis Agreement may be amended only by written agreement ement approved by the Authority and the Redeveloper.approved by the Authority and the Redeveloper. Section 10.10. Section 10.10. Authority Approvals.Authority Approvals.Unless otherwise specified, any approval required by Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative.the Authority under this Agreement may be given by the Authority Representative. Section 10.11. Section 10.11. TerminationTermination..This Agreement terminates on the Termination Date.This Agreement terminates on the Termination Date.Upon Upon termnation of the Agreement, the Authority shall promptly execute any reasonable documents termnation of the Agreement, the Authority shall promptly execute any reasonable documents necessary to remove this Agreement from the title records of the Redevelopment Property.necessary to remove this Agreement from the title records of the Redevelopment Property. Section 10.1Section 10.122..Choice of Law and VenueChoice of Law and Venue. This Agreement shall be governed by and . This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any disputes, controversies, or construed in accordance with the laws of the State of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnclaims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and esota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise.on convenience or otherwise. Section 10.1Section 10.133. . Estoppel CertificatesEstoppel Certificates. The Authority agrees it will, from time to time upon . The Authority agrees it will, from time to time upon reasonable prior wrireasonable prior written request by Redeveloper, execute and deliver to Redeveloper and such other tten request by Redeveloper, execute and deliver to Redeveloper and such other parties as Redeveloper may reasonably designate, within 10 business days following the request parties as Redeveloper may reasonably designate, within 10 business days following the request therefor, written certification, if true, that (a) this Agreement is unmodified antherefor, written certification, if true, that (a) this Agreement is unmodified and in full force and d in full force and effect (or if there have been modifications, that the same are in full force and effect as modified), effect (or if there have been modifications, that the same are in full force and effect as modified), (b) that to the knowledge of the Authority there are not defaults under this Agreement (or (b) that to the knowledge of the Authority there are not defaults under this Agreement (or specifying any claimed defaults), and (c) cspecifying any claimed defaults), and (c) certifying as to the status of completion of the Minimum ertifying as to the status of completion of the Minimum Improvements.Improvements. 2525 503735v4 MNI CL205503735v4 MNI CL205--6666 9393 IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in 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 its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this AgAgreement to be duly executed in its name and behalf on or as of the date first above written.reement to be duly executed in its name and behalf on or as of the date first above written. COLUMBIA HEIGHTS ECONOMICCOLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITYDEVELOPMENT AUTHORITY By_________________________________By_________________________________ Its PresidentIts President By________________By_________________________________ _________________ Its Executive DirectorIts Executive Director STATE OF MINNESOTASTATE OF MINNESOTA)) ) SS.) SS. COUNTY OF ANOKACOUNTY OF ANOKA)) The foregoing instrument was acknowledged before me this ____ day of ____________, The foregoing instrument was acknowledged before me this ____ day of ____________, 2017, by ___________________ and ___________________, the Presid2017, by ___________________ and ___________________, the President and Executive Director ent and Executive Director of the Columbia Heights Economic Development Authority, a public body corporate andof the Columbia Heights Economic Development Authority, a public body corporate andpolitic, on politic, on behalf of the Authority.behalf of the Authority. Notary PublicNotary Public 2626 503735v4 MNI CL205503735v4 MNI CL205--6666 9494 COLUMBIA HEIGHTS LEASED HOUSING COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLASSOCIATES III, LLLPLP, a Minnesota Limited , a Minnesota Limited Liability Limited PartnershipLiability Limited Partnership By: By: Columbia Heights Leased Housing Associates III, Columbia Heights Leased Housing Associates III, LLCLLC Its General PartnerIts General Partner By ________________________________________By ________________________________________ Owen MetzOwen Metz Its Its Authorized RepresentativeAuthorized Representative STATE OF MINNESOTASTATE OF MINNESOTA)) ) SS) SS.. COUNTY OF __________COUNTY OF __________)) The foregoing instrument was acknowledged before me this _____ day of _____________, The foregoing instrument was acknowledged before me this _____ day of _____________, 2017 by 2017 by Owen MetzOwen Metz, the , the Authorized RepresentativeAuthorized Representativeof of Columbia Heights Leased Housing Columbia Heights Leased Housing Associates III, LLCAssociates III, LLC, a , a Minnesota limited liability companyMinnesota limited liability company,,the General Partner of Columbia the General Partner of Columbia Heights Leased Housing Associates III, LLLP, a Minnesota limited liability limited partnership, on Heights Leased Housing Associates III, LLLP, a Minnesota limited liability limited partnership, on behalf of the partnership. behalf of the partnership. Notary PublicNotary Public 2727 503735v4 MNI CL205503735v4 MNI CL205--6666 9595 SCHEDULE ASCHEDULE A Redevelopment PropertyRedevelopment Property Lots 1 and 2, Grand CenLots 1 and 2, Grand Central Lofts, according to the recorded plat thereof, Anoka County, tral Lofts, according to the recorded plat thereof, Anoka County, MinnesotaMinnesota andand Portions of that portion of the Redevelopment Property currently described as Portions of that portion of the Redevelopment Property currently described as Outlot A, Grand Outlot A, Grand Central Lofts, according to the recorded plat tCentral Lofts, according to the recorded plat thereof, Anoka County, Minnesota, hereof, Anoka County, Minnesota, such property to such property to be replatted and the legal description to be updated prior to acquisition by Redeveloper.be replatted and the legal description to be updated prior to acquisition by Redeveloper. AA--11 503735v4 MNI CL205503735v4 MNI CL205--6666 9696 SCHEDULE BSCHEDULE B AUTHORIZING RESOLUTIONAUTHORIZING RESOLUTION COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC DEVELOPMENT AUTHORITYECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. ______RESOLUTION NO. ______ RESOLUTION AWARDING THE SALE OF, AND RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTEINCREMENT REVENUE NOTE, SERIES 20__, SERIES 20__TO TO COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLPIII, LLLP.. Columbia HeightsColumbia Heights EcEconomic Development Authority, onomic Development Authority, Columbia HeightsColumbia Heights Section 1. Section 1. Authorization; Award of SaleAuthorization; Award of Sale.. 1.01.1.01.AuthorizationAuthorization. The Authority and the City of . The Authority and the City of Columbia HeightsColumbia Heightshave approved have approved thth the establishment of its the establishment of its 4747and Grandand Grand within within the Downtown Central Business Redevelopment Projectthe Downtown Central Business Redevelopment Project tax increment financing plan for the purpose of financing certain improvements within the tax increment financing plan for the purpose of financing certain improvements within the Project.Project. Pursuant Pursuant totoMinnesotaMinnesotaStatutesStatutes, Section 469.178, the Authority is authorized to issue and , Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public sell its bonds for the purpose of financing a portion of the public reredevelopment costs of the development costs of the Project. Such bonds are payable from all or any portion of revenues derived froProject. Such bonds are payable from all or any portion of revenues derived from the TIF m the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note, it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note, cing certain public redevelopment costs of the cing certain public redevelopment costs of the Project.Project. 1.02.1.02.Approval of Agreement;Approval of Agreement;Issuance, Sale, and Terms of the NoteIssuance, Sale, and Terms of the Note..(a)(a)The The Contract for Private Redevelopment between the Authority and Contract for Private Redevelopment between the Authority and Columbia Heights Leased Columbia Heights Leased Housing Associates III, LLLPHousing Associates III, LLLPas presented to the Boardas presented to the Board,,is hereby in all respects is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Agreement by approved by the President and Executive Director, provided that execution of the Agreement by ssuch officials shall be conclusive evidence of approval.uch officials shall be conclusive evidence of approval.Authority staff and officials are authorized Authority staff and officials are authorized including without limitation execution of any documenincluding without limitation execution of any documents to which the Authority is a party ts to which the Authority is a party referenced in or attached to the Agreement, all as described in the Agreement.referenced in or attached to the Agreement, all as described in the Agreement. 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--11 9797 ((bb) The Authority hereby authorizes the President and Executive Director to issue the ) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the Agreement. All capitaliNote in accordance with the Agreement. All capitalized terms in this resolution have the zed terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise.meaning provided in the Agreement unless the context requires otherwise. ((cc) The Note shall be issued in the maximum aggregate principal amount of ) The Note shall be issued in the maximum aggregate principal amount of $$1,4821,482,000,000 totothe Ownerthe Ownerin consideration of certain eligible costs iin consideration of certain eligible costs incurred by the Owner under the ncurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the lesser of lesser of rate rate oror5.0%,5.0%,from the date of issue per annum to the earlier from the date of issue per annum to the earlier of maturity or prepayment. The of maturity or prepayment. The Note will be issued in the principal amount of Public Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.Redevelopment Costs submitted and approved in accordance with Section 3.33of the Agreement. of the Agreement. The NoteThe Noteisissecured by Available Tax Increment, as further described in the form of the Note secured by Available Tax Increment, as further described in the form of the Note herein. The Autherein. The Authority hereby delegates to the Executive Director the determination of the date hority hereby delegates to the Executive Director the determination of the date on which the Noteon which the Noteisisto be delivered, in accordance with the Agreement.to be delivered, in accordance with the Agreement. Section 2.Section 2.Form of NoteForm of Note. The Note shall be in substantially the following form, with . The Note shall be in substantially the following form, with the blanks to bethe blanks to beproperly filled in and the principalproperly filled in and the principaland interest rateand interest rateamountamountssadjusted as of the adjusted as of the date of issue:date of issue: (The remainder of this page is intentionally blank.)(The remainder of this page is intentionally blank.) 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--22 9898 UNITED STATE OF AMERICAUNITED STATE OF AMERICA STATE OF MINNESOTASTATE OF MINNESOTA COUNTY OF COUNTY OF ANOKAANOKA COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC DEVELOPMENT AUTHECONOMIC DEVELOPMENT AUTHORITYORITY No. RNo. R--11$_____________$_____________ TAX INCREMENT REVENUE NOTETAX INCREMENT REVENUE NOTE SERIES 20__SERIES 20__ DateDate RateRateof Original Issueof Original Issue ____%%___________, 20_____________, 20__ The The Columbia HeightsColumbia HeightsEconomic Development Authority (Economic Development Authority (thethe received, certifies that it is indebted and herebreceived, certifies that it is indebted and hereby promises to pay to y promises to pay to Columbia Heights Leased Columbia Heights Leased Housing Associates III, LLLPHousing Associates III, LLLP $__________ and to pay interest thereon at the rate of $__________ and to pay interest thereon at the rate of ________percent (percent (______%%))per annum, solely per annum, solely from the sources and to the extfrom the sources and to the extent set forth herein. Capitalized terms shall have the meanings ent set forth herein. Capitalized terms shall have the meanings provided in the Contract for Private Redevelopment between the Authority and the Owner, dated provided in the Contract for Private Redevelopment between the Authority and the Owner, dated as of as of ________________________,,20172017 1.1.PaymentsPayments.. and each and each FebruaryFebruary1 and 1 and AugustAugust1 thereafter 1 thereafter to and including to and including February 1, February 1, 2020____in the amounts and from the sources set forth in Section 3 herein. in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. Interest Payments shall be applied first to accrued interest, and then to unpaid principal. Interest accruing from the date of accruing from the date of ProveProve--UpUpthrough and including through and including FebruaryFebruary1, 20__ shall be 1, 20__ shall be compounded semiannually on Februarycompounded semiannually on February1 and August1 and August1 of each year and added to pri1 of each year and added to principal.ncipal. Payments are payable by mail to the address of the Owner or such other address as the Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon Owner may designate upon thirty (thirty (3030))days written notice to the Authority. Payments on this days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of AmNote are payable in any coin or currency of the United States of America which, on the Payment erica which, on the Payment Date, is legal tender for the payment of public and private debts.Date, is legal tender for the payment of public and private debts. 2.2.InterestInterest. Interest at the rate stated herein shall accrue on the unpaid principal, . Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed oncommencing on the date of original issue. Interest shall be computed onthe basis of a year of the basis of a year of 360 days and charged for actual days principal is unpaid.360 days and charged for actual days principal is unpaid. 3.3.Available Tax IncrementAvailable Tax Increment. (a) Payments on this Note are payable on each . (a) Payments on this Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall meanPayment Date solely from and in the amount of Available Tax Increment, which shall mean, on , on each each Payment Date, Ninety percent (Payment Date, Ninety percent (9900%%))of the Tax Increment attributable to the Minimum of the Tax Increment attributable to the Minimum Improvements and Redevelopment Property that is paid to the Authority by Improvements and Redevelopment Property that is paid to the Authority by AnokaAnokaCounty in the County in the six monsix months preceding theths preceding thePayment Date.Payment Date. 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--33 9999 (b)(b)The Authority shall have no obligaThe Authority shall have no obligation to pay principal of and interest on this tion to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment and the failure Note on each Payment Date from any source other than Available Tax Increment and the failure of the Authority to pay of the Authority to pay the entire amount of principal or interest on this Notethe entire amount of principal or interest on this Noteon any Payment on any Payment Date shall not constitDate shall not constitute a default hereunder as long as the Authority pays principal and interest ute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay any any unpaid balance of principal or accrued interest that may remain after the finalunpaid balance of principal or accrued interest that may remain after the finalPayment on Payment on the Maturity Date.the Maturity Date. 4.4.DefaultDefault. If on any Payment Date there has occurred and is continuing any Event . If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of DefauAvailable Tax Increment. If the Event of Default is thereafter cured in accordance with the lt is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within without interest thereon, within thirty (thirty (3030))days after the Event of Default is cured. If the Event days after the Event of Default is cured. If the Event of Default is of Default is not cured in a timely manner, the Authority may terminate this Note by written not cured in a timely manner, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement.notice to the Owner in accordance with the Agreement. 5.5.PrepaymentPrepayment. The principal sum and all accrued interest payable under this Note is . The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at aprepayable in whole or in part at any time by the Authority without premium or penalty. No ny time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular Payment otherwise partial prepayment shall affect the amount or timing of any other regular Payment otherwise required to be made under this Note.required to be made under this Note. 6.6.Nature of ObligationNature of Obligation. This Note is one of an issue in the total . This Note is one of an issue in the total principal amount of principal amount of $$__________________, issued to aid in financing certain public redevelopment costs and administrative , issued to aid in financing certain public redevelopment costs and administrative costs of a Project undertaken by the Authority pursuant to costs of a Project undertaken by the Authority pursuant to Minnesota StatutesMinnesota Statutes, Sections 469.090 , Sections 469.090 through 469.1081through 469.1081, and is issued pursuant to an , and is issued pursuant to an adopted by the Authority on ________, adopted by the Authority on ________, 20172017, and pursuant to and in full conformity with the , and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Constitution and laws of the State of Minnesota, including Minnesota StatutesMinnesota Statutes, Sections 469.174 , Sections 469.174 to 469.179to 469.17944, as amend, as amended. This Note is a limited obligation of the Authority which is payable ed. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of thNote and the interest hereon shall not be deemed to constitute a general obligation of the State of e State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other cosprincipal of or interest on this Note or other costs incident hereto except out of Available Tax ts incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or otNote or other costs incident hereto.her costs incident hereto. 7.7.Registration and TransferRegistration and Transfer. This Note is issuable only as a fully registered note . This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the booktherein, this Note is transferable upon the books of the Authority kept for that purpose at the s of the Authority kept for that purpose at the attorney duly authorized in writing, upon surrender of this Note together with a written attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be required to be paid by the Authority with respect to such transfer or exchange, there will be 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--44 100100 isissued in the name of the transferee a new Note of the same aggregate principal amount, bearing sued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same datesinterest at the same rate and maturing on the same dates, within 15 days after the , within 15 days after the delivery by the delivery by the Owner of its Owner of its request and approvalrequest and approvalof such requestof such requestby the Authorby the Authority if required under the ity if required under the AgreementAgreement.. Except as otherwise provided in Section 3.Except as otherwise provided in Section 3.33(d) of the Agreement, this Note shall not be (d) of the Agreement, this Note shall not be transferred to any person or entity, unless the Authority has provided written consent to such transferred to any person or entity, unless the Authority has provided written consent to such transfer.transfer. IT IS HEREBY CERTIFIEDIT IS HEREBY CERTIFIEDAND RECITED that all acts, conditions, and things AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the and to be performed in order to make this Note a valid and binding limited obligation of the Authority accorAuthority according to its terms, have been done, do exist, have happened, and have been ding to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required.performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the IN WITNESS WHEREOF, the Board of Commissioners of the Columbia HeightsColumbia Heights Economic Development Authority have caused this Note tEconomic Development Authority have caused this Note to be executed with the manual o be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified signatures of its President and Executive Director, all as of the Date of Original Issue specified above.above. COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC ECONOMIC DEVELOPMENT AUTHORITYDEVELOPMENT AUTHORITY Executive DirectorExecutive DirectorPresidentPresident 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--55 101101 REGISTRATION PROVISIONSREGISTRATION PROVISIONS The oThe ownership of the unpaid balance of the within Note is registered in the bond register wnership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below.of the City Finance Director, in the name of the person last listed below. Date of Date of Signature ofSignature of RegistrationRegistrationRegistered OwnerRegistered OwnerCity Finance DirectorCity Finance Director _________,_________,20__20__Columbia Heights Leased Housing Columbia Heights Leased Housing Associates III, LLLPAssociates III, LLLP Federal Tax I.D No_____________Federal Tax I.D No_____________ 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--66 102102 Section 3.Section 3.Terms, Execution and DeliveryTerms, Execution and Delivery.. 3.01.3.01.Denomination, PaymentDenomination, Payment. The Note shall be issued as a single typewritten note . The Note shall be issued as a single typewritten note numbered Rnumbered R--1.1. The Note The Note shall be issuable only in fully registered form. Principal of and interest on the shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein.Note shall be payable by check or draft issued by the Registrar described herein. 3.02.3.02.Dates; Interest Payment DatesDates; Interest Payment Dates. Principal of and interest on the Note shall be . Principal of and interest on the Note shall be payapayable by mail to the owner of record thereof as of the close of business on the fifteenth day of ble by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day.the month preceding the Payment Date, whether or not such day is a business day. 3.03.3.03.RegistrationRegistration. The Authority hereby appoints the City Finance Director t. The Authority hereby appoints the City Finance Director to perform o perform registration and the rights and duties of the Authority and the Registrar with respect thereto shall registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows:be as follows: (a)(a)RegisterRegister. The Registrar shall. The Registrar shallkeep at its office a bond register in which the keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note.transfers and exchanges of the Note. (b)(b)Transfer of NoteTransfer of Note. . Subject to Section 3.03(d) hereof, within 15 days aSubject to Section 3.03(d) hereof, within 15 days afterfter surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney dulyexecuted by the registered owner thereof or by an attorney dulyauthorized by the registered authorized by the registered owner in writing,owner in writing,and consent to such transfer by the Authority if required pursuant to the and consent to such transfer by the Authority if required pursuant to the Agreement,Agreement,the Registrar shall authenticate and deliver, in the name of the designated transferee the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a likeor transferees, a new Note of a likeaggregate principal amount and maturity, as requested by the aggregate principal amount and maturity, as requested by the transferor. The Registrar may close the books for registration of any transfer after the fifteenth transferor. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date.day of the month preceding each Payment Date and until such Payment Date. (c)(c)CancellationCancellation..The Note surrendered upon any transfer shall be promptly The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority.cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d)(d)Improper or Unauthorized TransferImproper or Unauthorized Transfer. When the Note is presented to the Registrar . When the Note is presented to the Registrar for transfer, the Registrar for transfer, the Registrar may refuse to transfer the same until it is may refuse to transfer the same until it is reasonably reasonably satisfied that the satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it,shall incur no liability for its refusal, in good faith, to make transfers which it,in its judgment, in its judgment, deems improper or unauthorized.deems improper or unauthorized. (e)(e)Persons Deemed OwnersPersons Deemed Owners. The Authority and the Registrar may treat the person in . The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note sNote, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on hall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such account of, the principal of and interest on such Note and for all other purposes, and all such dd 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--77 103103 effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid.sum or sums so paid. (f)(f)Taxes, Fees and ChargesTaxes, Fees and Charges. For every transfer or exchange of the Note, the . For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereoRegistrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for f sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange.exchange. (g)(g)Mutilated, Lost, Stolen or Destroyed NoteMutilated, Lost, Stolen or Destroyed Note. In case any Note shall become . In case any Note shall become mutilated or be lost, stolmutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, en, or destroyed, the Registrar shall deliver a new Note of like amount, Termination DateTermination Dates and tenor in exchange and substitution for and upon cancellation of such s and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, umutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the pon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyto it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon ed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrenderedNote so surrenderedto the Registrar shall be cancelled by it and evidence of such cancellation to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not bematured or been called for redemption in accordance with its terms, it shall not benecessary to necessary to issue a new Note prior to payment.issue a new Note prior to payment. 3.04.3.04.Preparation and DeliveryPreparation and Delivery. The Note shall be prepared under the direction of the . The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive DPresident and Executive Director. In case any officer whose signature shall appear on the Note irector. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in ovalid and sufficient for all purposes, the same as if such officer had remained in office until ffice until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement.the Owner thereof in accordance with the Agreement. Section 4.Section 4.Security ProvisionsSecurity Provisions.. 4.01.4.01.PledgePledge. The Authority hereby pledges to the payment. The Authority hereby pledges to the paymentof the principal of and of the principal of and interest on the Note all Available Tax Increment as defined in the Note.interest on the Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Note Available Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth iin accordance with the terms of the form of Note set forth in Section 2 of this resolution.n Section 2 of this resolution. 4.02.4.02.Bond FundBond Fund. Until the date the Note is no longer outstanding and no principal . Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain aunpaid, the Authority shall maintain a purpose other than the payment of the principal of and interest on the Note. The Authority purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund on or before each Payment Date the irrevocably agrees to appropriate to the Bond Fund on or before each Payment Date the Available Tax Increment inAvailable Tax Increment inan amount equal to the Payment then due, or the actual Available an amount equal to the Payment then due, or the actual Available Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--88 104104 NotNote in accordance with its terms.e in accordance with its terms. 4.03.4.03.Additional ObligationsAdditional Obligations. The Authority . The Authority will issue no other obligations secured in will issue no other obligations secured in whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the pledge on the Note.pledge on the Note. Section 5.Section 5.CertiCertification of Proceedingsfication of Proceedings.. 5.01. 5.01. Certification of ProceedingsCertification of Proceedings. The officers of the Authority are hereby authorized . The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such othand records of the Authority, and such other affidavits, certificates, and information as may be er affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to appear from the books and records under their custody and control or as otherwise known to them, and all suthem, and all such certified copies, certificates, and affidavits, including any heretofore ch certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein.furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6.Section 6.Effective DateEffective Date. This resolution shall be effective upon approval.. This resolution shall be effective upon approval. ApproApproved by the Board of Commissioners of the Columbia Heights Economic Development ved by the Board of Commissioners of the Columbia Heights Economic Development Authority on _____________, 2017.Authority on _____________, 2017. ____________________________________________________________________ PresidentPresident ATTEST:ATTEST: ________________________________________________________________ Executive DirectorExecutive Director (The remainder of this page is (The remainder of this page is intentionally blank.)intentionally blank.) 503735v4 MNI CL205503735v4 MNI CL205--6666 BB--99 105105 SCHEDULE CSCHEDULE C FORM OF FORM OF CERTIFICATE OF COMPLETIONCERTIFICATE OF COMPLETION (The remainder of this page is intentionally blank.)(The remainder of this page is intentionally blank.) 503735v4 MNI CL205503735v4 MNI CL205--6666 CC--11 106106 WHEREAS, the WHEREAS, the and and Columbia Heights Leased Housing AssoColumbia Heights Leased Housing Associates III, LLLPciates III, LLLPRedRed Contract for Private Contract for Private RedRedevelopment dated evelopment dated __________________________________, 2017, 2017 the office of the County Recorder of the office of the County Recorder of AnokaAnokaCounty as Document No. County as Document No. ________________________________; and; and WHEREAS, the CoWHEREAS, the Contract contains certain covenants and restrictions set forth in Articles ntract contains certain covenants and restrictions set forth in Articles III and IV thereof related to constructing certain Minimum Improvements; andIII and IV thereof related to constructing certain Minimum Improvements; and WHEREAS, the WHEREAS, the RedRedeveloper has performed said covenants and conditions insofar as it is eveloper has performed said covenants and conditions insofar as it is able in a manner dable in a manner deemed sufficient by the eemed sufficient by the AuthorityAuthorityto permit the execution and recording of this to permit the execution and recording of this certification;certification; NOW, THEREFORE, this is to certify that all construction and other physical 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 timprovements related to the Minimum Improvements specified to be done and made by the he RedRedeveloper have been completed and the agreements and covenants in Articles III and IV of the eveloper have been completed and the agreements and covenants in Articles III and IV of the Contract relating to such construction have been performed by the Contract relating to such construction have been performed by the RedRedeveloper, and this Certificate eveloper, and this Certificate is intended to be a conclusive determination of the satisfis intended to be a conclusive determination of the satisfactory termination of the covenants andactory termination of the covenants and conditions of Articles III and IV of the Contract related to completion of the Minimum conditions of Articles III and IV of the Contract related to completion of the Minimum ImprovementsImprovements,,but any other covenants in the Contract shall remain in full force and effect.but any other covenants in the Contract shall remain in full force and effect. 503735v4 MNI CL205503735v4 MNI CL205--6666 CC--22 107107 Dated: _______________, 20__.Dated: _______________, 20__.CCOLUMBIA HEIGHTS ECONOMIC OLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITYDEVELOPMENT AUTHORITY By By Authority Representative Authority Representative STATE OF MINNESOTASTATE OF MINNESOTA)) ) SS.) SS. COUNTY OF ANOKACOUNTY OF ANOKA)) The foregoing instrument was acknowledged before me this ____ day of _____________ The foregoing instrument was acknowledged before me this ____ day of _____________ 20__, by __________20__, by _____________________, the __________________ of the Columbia Heights ___________, the __________________ of the Columbia Heights Economic Development Authority, a public body corporate and politicEconomic Development Authority, a public body corporate and politicunder the laws of the under the laws of the State of MinnesotaState of Minnesota, on behalf of the authority., on behalf of the authority. Notary PublicNotary Public This document wasThis document wasdrafted by:drafted by: KENNEDY & GRAVEN, Chartered (MNI)KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza 470 U.S. Bank Plaza Minneapolis, Minnesota 55402Minneapolis, Minnesota 55402 Telephone: 337Telephone: 337--93009300 (Signature page to Certificate of Completion)(Signature page to Certificate of Completion) 503735v4 MNI CL205503735v4 MNI CL205--6666 CC--33 108108 SCHEDULE SCHEDULE DD ASSESSMENT AGREEMENTASSESSMENT AGREEMENT ____________________________________________________________________________________________________________________________________________________________ ASSESSMENT AGREEMENTASSESSMENT AGREEMENT andand By and BetweenBy and Between COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC DEVELOPMENT AUTHORITYECONOMIC DEVELOPMENT AUTHORITY andand COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLPCOLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLP This Document was drafted by:This Document was drafted by: KENNEDY & GRAVEN, CharteredKENNEDY & GRAVEN, Chartered 470 U.S. Bank Plaza 470 U.S. Bank Plaza Minneapolis, Minnesota 55402Minneapolis, Minnesota 55402 DD--11 503735v4 MNI CL205503735v4 MNI CL205--6666 109109 ASSESSMENT AGREEMENTASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the THIS AGREEMENT, made on or as of the ______________________, 20, 201717by and between the by and between the Columbia HeightsColumbia HeightsEconomic Development Authority, a public body corporate and politic (the Economic Development Authority, a public body corporate and politic (the Columbia Heights Leased Housing Associates III, LLLPColumbia Heights Leased Housing Associates III, LLLP, a , a MinnesotaMinnesotalimited limited liability liability limited partnershiplimited partnership WITNESSETH, thatWITNESSETH, that WHEREAS, on or beforWHEREAS, on or before the date hereof the Authority and Redeveloper have entered e the date hereof the Authority and Redeveloper have entered into a Contract for Private Redevelopment dated into a Contract for Private Redevelopment dated _________________, 2017_________________, 2017(the (the certain property in the certain property in the CitCityyof of Columbia HeightsColumbia Heights legally described in Exhibit A hereto; andlegally described in Exhibit A hereto; and WHEREAS, pursuant to the Redevelopment Contract the Redeveloper is obligated to WHEREAS, pursuant to the Redevelopment Contract the Redeveloper is obligated to n the Property; andn the Property; and WHEREAS, the Authority and Redeveloper desire to establish a minimum market value WHEREAS, the Authority and Redeveloper desire to establish a minimum market value for the Property and the Minimum Improvements to be constructed thereon, pursuant to for the Property and the Minimum Improvements to be constructed thereon, pursuant to MinnesotaMinnesotaStatutesStatutes, Section 469.177, Subdivision 8; and, Section 469.177, Subdivision 8; and WHEREAS, WHEREAS, the Authority and the the Authority and the Anoka CountyAnoka CountyAssessorAssessor reviewed the preliminary plans and specifications for the improvements and have inspected such reviewed the preliminary plans and specifications for the improvements and have inspected such improvements; improvements; NOW, THEREFORE, the parties to this Agreement, in consideration of the promiseNOW, THEREFORE, the parties to this Agreement, in consideration of the promises, s, covenants and agreements made by each to the other, do hereby agree as follows:covenants and agreements made by each to the other, do hereby agree as follows: 1.1.The minimum market value which shall be assessed for ad valorem tax purposes The minimum market value which shall be assessed for ad valorem tax purposes for the Property described in Exhibit A, together with the Minimum Improvements constructed for the Property described in Exhibit A, together with the Minimum Improvements constructed thereon, shall be $thereon, shall be $10,38010,380,000,000as of January 2, 20as of January 2, 20____, and $, and $20,76020,760,000 as of January 2, 20,000 as of January 2, 20____ notwithstanding the progress of construction by such date, and as of each January 2 thereafter notwithstanding the progress of construction by such date, and as of each January 2 thereafter until termination of this Agreement under Section 2 hereof.until termination of this Agreement under Section 2 hereof. 2.2.The mThe minimum market value herein established shall be of no further force and inimum market value herein established shall be of no further force and effect and this Agreement shall terminate on the effect and this Agreement shall terminate on the Termination Date, Termination Date, as defined in the as defined in the Redevelopment ContractRedevelopment Contract.. The event referred to in Section 2 of this Agreement shall be evidenced bThe event referred to in Section 2 of this Agreement shall be evidenced by a certificate or y a certificate or affidavit executed by the Authority.affidavit executed by the Authority. 3.3.This Agreement shall be promptly recorded by the Authority. The Redeveloper This Agreement shall be promptly recorded by the Authority. The Redeveloper shall pay all costs of recording.shall pay all costs of recording. DD--22 503735v4 MNI CL205503735v4 MNI CL205--6666 110110 4.4.Neither the preambles nor provisions of this Agreement are intended to, nor shaNeither the preambles nor provisions of this Agreement are intended to, nor shall ll they be construed as, modifying the terms of the Redevelopment Contract between the Authority they be construed as, modifying the terms of the Redevelopment Contract between the Authority and the Redeveloper.and the Redeveloper. 5.5.This Agreement shall inure to the benefit of and be binding upon the successors This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.and assigns of the parties. 6.6.Each of the parties Each of the parties has authority to enter into this Agreement and to take all has authority to enter into this Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Agreement.of this Agreement. 7.7.In the event any provision of this Agreement shall be held invalid and In the event any provision of this Agreement shall be held invalid and ununenforceable by any court of competent jurisdiction, such holding shall not invalidate or render enforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.unenforceable any other provision hereof. 8.8.The parties hereto agree that they will, from time to time, execute, acknowledge The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be execand deliver, or cause to be executed, acknowledged and delivered, such supplements, uted, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property or required for correcting any inadequate, or incorrect, or amended description of the Property or the Minimum Improvemthe Minimum Improvements or for carrying out the expressed intention of this Agreement, ents or for carrying out the expressed intention of this Agreement, including, without limitation, any further instruments required to delete from the description of including, without limitation, any further instruments required to delete from the description of the Property such part or parts as may be included within a separate assessment agreement.the Property such part or parts as may be included within a separate assessment agreement. 9.9.Except as provided in Section 8 of this Agreement, this Agreement may not be Except as provided in Section 8 of this Agreement, this Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties amended nor any of its terms modified except by a writing authorized and executed by all parties hereto.hereto. 10.10.This Agreement may be simultaneously executed in several countThis Agreement may be simultaneously executed in several counterparts, each of erparts, each of which shall be an original and all of which shall constitute but one and the same instrument.which shall be an original and all of which shall constitute but one and the same instrument. 11.11.This Agreement shall be governed by and construed in accordance with the laws This Agreement shall be governed by and construed in accordance with the laws of of the State of Minnesota.the State of Minnesota. DD--33 503735v4 MNI CL205503735v4 MNI CL205--6666 111111 COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC ECONOMIC DEVELOPDEVELOPMENT AUTHORITYMENT AUTHORITY By By Its PresidentIts President By By Its Executive DirectorIts Executive Director STATE OF MINNESOTASTATE OF MINNESOTA)) ) SS.) SS. COUNTY OF COUNTY OF ANOKAANOKA)) The foregoing instrument was acknowledged before me this ____ day of ________, 20The foregoing instrument was acknowledged before me this ____ day of ________, 20____ by by ________________________________and and ____________________________________________,,the President and Executive Director of the President and Executive Director of thetheColumbia HeightsColumbia HeightsEconomic Development Authority, on behalf of the Authority.Economic Development Authority, on behalf of the Authority. Notary PublicNotary Public DD--44 503735v4 MNI CL205503735v4 MNI CL205--6666 112112 COLUMBIA HEIGHTS LEASED HOUSING COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES III, LLLP, a Minnesota Limited ASSOCIATES III, LLLP, a Minnesota Limited Liability Limited PartnershipLiability Limited Partnership By: By: ColumbColumbia Heights Leased Housing Associates ia Heights Leased Housing Associates III, LLCIII, LLC Its General PartnerIts General Partner By By ________________________________________________________________________________ Owen MetzOwen Metz Its Authorized RepresentativeIts Authorized Representative STATE OF MINNESOTASTATE OF MINNESOTA)) ) SS.) SS. COUNTY OF __________COUNTY OF __________)) The foregoing instrument was acknowledThe foregoing instrument was acknowledged before me this _____ day of ged before me this _____ day of _____________, 20_____________, 20____by by Owen MetzOwen Metz, the , the Authorized RepresentativeAuthorized Representativeof of Columbia Heights Columbia Heights Leased Housing Associates III, LLCLeased Housing Associates III, LLC, a , a Minnesota limited liability companyMinnesota limited liability company, the General Partner , the General Partner of Columbia Heights Leased Housing Associatesof Columbia Heights Leased Housing AssociatesIII, LLLP, a Minnesota limited liability limited III, LLLP, a Minnesota limited liability limited partnership, on behalf of the partnership. partnership, on behalf of the partnership. Notary PublicNotary Public DD--55 503735v4 MNI CL205503735v4 MNI CL205--6666 113113 CERTIFICATION BY CERTIFICATION BY COUNTYCOUNTYASSESSORASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to The undersigned, having reviewed the plans and specifications for the improvements to bbe constructed and the market value assigned to the land upon which the improvements are to be e constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifiethe assessment of the above described property, hereby certifies that the values assigned to the s that the values assigned to the land and improvements are reasonable.land and improvements are reasonable. Anoka CountyAnoka CountyAssessor Assessor STATE OF MINNESOTASTATE OF MINNESOTA)) ) ss) ss COUNTY OF COUNTY OF ANOKAANOKA)) The foregoing instrument was acknowledged before me this ___ day of ____________, The foregoing instrument was acknowledged before me this ___ day of ____________, 2020____,,by _______________by _____________________, the Assessor of ______, the Assessor of Anoka County.Anoka County. Notary PublicNotary Public DD--66 503735v4 MNI CL205503735v4 MNI CL205--6666 114114 EXHIBIT A of ASSESSMENT AGREEMENTEXHIBIT A of ASSESSMENT AGREEMENT Legal Description of PropertyLegal Description of Property Lots 1 and 2, Grand Central Lofts, according to the recorded plat thereof, Anoka County, Lots 1 and 2, Grand Central Lofts, according to the recorded plat thereof, Anoka County, MinnesotaMinnesota andand [Portions of [Portions of Outlot A, GraOutlot A, Grand Central Lofts, according to the recorded plat tnd Central Lofts, according to the recorded plat thereof, Anoka hereof, Anoka County, Minnesota County, Minnesota to be replatted]to be replatted] DD--77 503735v4 MNI CL205503735v4 MNI CL205--6666 115115 AGENDA SECTIONAGENDA SECTION BUSINESSBUSINESS ITEMITEM ITEM NO.ITEM NO. 77 MEETING DATEMEETING DATE AUGUST 7AUGUST 7, 201, 20177 CITY CITY OF COLUMBIA HEIGHTS OF COLUMBIA HEIGHTS ECONOMIC DEVELOPMENTECONOMIC DEVELOPMENT AUTHORITYAUTHORITY ITEM:ITEM:Authorize Appropriation of Certain EDA FundsAuthorize Appropriation of Certain EDA Funds DEPARTMENT:DEPARTMENT: Community DevelopmentCommunity Development BYBY/D/DATEATE:: Keith DahlKeith Dahl, , July 2July 288, 201, 20177 BYBY/D/DATEATE:: BACKGROUND:BACKGROUND: The HousingThe Housing Parkview Villa, a senior housing facility.Parkview Villa, a senior housing facility. And,And, aafter fter conveying conveying said senior housing facility said senior housing facility to a private operator to a private operator in 2015, the HRA in 2015, the HRA effectively effectively ceased all senior housing ceased all senior housing operationsoperations. . TThereforeherefore, , the City Council of the City of the City Council of the City of determined to reclassify thedetermined to reclassify the committed fund balance of committed fund balance of the the PParkview Villa South arkview Villa South from senior housing to redevelopmentfrom senior housing to redevelopment, and recommended that the HR, and recommended that the HRA A transfer transfer the entire PVV Fund balance to a Columbia Heights Economic Development Authority (the the entire PVV Fund balance to a Columbia Heights Economic Development Authority (the economic redevelopment activates.economic redevelopment activates. On August 7, 2017, the HRA authorized an interfund transfer of the entire PVV Fund balance On August 7, 2017, the HRA authorized an interfund transfer of the entire PVV Fund balance in the amount oin the amount of f $1,025,445 $1,025,445 to the EDA Redevelopment Project Fund 408to the EDA Redevelopment Project Fund 408 with twith the intent for these funds to he intent for these funds to be used in be used in connection with the Coconnection with the Commercial Revitalization Project,mmercial Revitalization Project, more specifically acquisition of nonconforming more specifically acquisition of nonconforming properties properties inin commercial corridors commercial corridors throughout thethroughout the CitCity. y. However,However, in order for the EDA to be able to use thesein order for the EDA to be able to use these transferred transferred funds for their intended purposefunds for their intended purpose, , a resolution is requireda resolution is required to to authorizauthorizee the the appropriatappropriation of said ion of said funds to the Commercial Revitalization Project. funds to the Commercial Revitalization Project. Therefore, the rTherefore, the resolution esolution before the EDA for consideration before the EDA for consideration would effectively accept the interfund transfer of would effectively accept the interfund transfer of the the entire entire PVV Fund balance and appropriate said funds PVV Fund balance and appropriate said funds in thein the EDA Redevelopment Project Fund 408 to the EDA Redevelopment Project Fund 408 to the Commercial Revitalization Project budget for economic redevelopment Commercial Revitalization Project budget for economic redevelopment activitiesactivities. . STAFF RECOMMENDATION:STAFF RECOMMENDATION: Staff recommends approval of Resolution 2017Staff recommends approval of Resolution 2017--2424 as presentedas presented.. RECOMMENDED MOTION(S):RECOMMENDED MOTION(S): Motion: Motion: Move to waive the reading of Resolution 2017Move to waive the reading of Resolution 2017--2424, there being ample copies available to the public., there being ample copies available to the public. Motion:Motion: Move to adopt Resolution 2017Move to adopt Resolution 2017--24, a resolution authorizing the appropriation of certain funds for 24, a resolution authorizing the appropriation of certain funds for economic redevelopment purposes.economic redevelopment purposes. ATTACHMENTS:ATTACHMENTS: 1.1.Resolution 201Resolution 20177--2424 ((11 PPage)age) 2.2.CommercialCommercial Revitalization Project Revitalization Project Budget Budget Overview (2 Pages)Overview (2 Pages) 116116 City of Columbia Heights City of Columbia Heights EDAEDA LetterLetter RESOLUTION RESOLUTION NO. NO. 20120177--2424 A RESOLUTION AUTHORIZING A RESOLUTION AUTHORIZING THE APPROPRIATION THE APPROPRIATION OF OF CERTAIN FUNDS FOR ECONOMIC REDEVELOPMENT CERTAIN FUNDS FOR ECONOMIC REDEVELOPMENT PURPOSESPURPOSES BE IT RESOLVEDBE IT RESOLVED,, By the By the as follows:as follows: WHEREAS,WHEREAS, the the Housing and Redevelopment Authority in and for the City of Columbia Heights Housing and Redevelopment Authority in and for the City of Columbia Heights HRAHRAon on this date has considered this date has considered Resolution No. 201Resolution No. 20177--0303, , a resolution a resolution authorizauthoriziingng an interfund transferan interfund transfer of the entire of the entire balance balance in the amount of $1,025,445 to the EDA in the amount of $1,025,445 to the EDA Redevelopment Project Fund 408Redevelopment Project Fund 408 ; and; and WHEREAS,WHEREAS, the the EDAEDA is authorized to is authorized to accept accept aan interfundn interfund transfertransfer and and appropriate appropriate such such transferred funds transferred funds to a to a project budget project budget by resolutionby resolution, , provided provided that that the resolution states the purpose the resolution states the purpose ofof the expenditurethe expenditure and and corresponding amount to be appropriatedcorresponding amount to be appropriated; and; and WHEREAS,WHEREAS, the EDA has determined that the transferred funds into the the EDA has determined that the transferred funds into the RedevelopmentRedevelopment Project Fund should Project Fund should be appropriated be appropriated for economic redevelofor economic redevelopment pment expendituresexpenditures in connection in connection to the Commercial Revitalization to the Commercial Revitalization ProjectProject.. NOW, THEREFORE BE IT RESOLVEDNOW, THEREFORE BE IT RESOLVED,, that thethat the Columbia Heights Economic Development AuthorityColumbia Heights Economic Development Authority is hereby is hereby authorized to authorized to acceptaccept and appropriate $1,025,445 and appropriate $1,025,445 of the PVV Fund of the PVV Fund transfer transfer fromfrom tthe he HRA HRA into into the the Redevelopment Project Fund Redevelopment Project Fund forfor economic redevelopment economic redevelopment purposespurposes, , subject to subject to approval of approval of HRA Resolution HRA Resolution No. 2017No. 2017--0303; ; and and BE IT FURTHER RESOLVEDBE IT FURTHER RESOLVED,, this resolution this resolution shall be effective immediately upon its enactment by the shall be effective immediately upon its enactment by the Columbia Columbia Heights Heights Economic Development AuthorityEconomic Development Authority.. ORDER OF ORDER OF ECONOMIC DEVELOPMENT AUTHORITYECONOMIC DEVELOPMENT AUTHORITY Passed this _________ dayPassed this _________ day of ______________________, 201of ______________________, 20177 Offered by:Offered by: Seconded by:Seconded by: Roll Call:Roll Call: PresidentPresident Attest:Attest: SecretarySecretary 117117 Resolution Resolution 20172017--2424 City of Columbia HeightsCity of Columbia Heights | | /◘▓▓ĵ■╜ĊŦ 5śōś▄◘♫▓ś■Ċ/◘▓▓ĵ■╜ĊŦ 5śōś▄◘♫▓ś■Ċ thth 590 40590 40 Ave NEAve NE Ph: 763Ph: 763--706706--36703670 --706706--36713671 www.columbiaheightsmn.govwww.columbiaheightsmn.gov COMMERCIAL REVITALIZCOMMERCIAL REVITALIZATION PROJECT ATION PROJECT BUDGET OVERVIEWBUDGET OVERVIEW UUSESSES SSTATEMENTTATEMENT identified a need to identified a need to revitalize revitalize the the commercial commercial corridors throughoutcorridors throughout Several properties located within commercial Several properties located within commercial districtsdistricts are nonconforming under the current are nonconforming under the current zoning codezoning code of the Cityof the City, , and and therefore the EDA therefore the EDA desires desires to to purchase such properties to eliminate purchase such properties to eliminate thethesese nonconformitnonconformitiesies. . As of July 21, 2017, theAs of July 21, 2017, the total project cost total project cost has been estimated to behas been estimated to be $4,510,439.00$4,510,439.00. . ThisThis estimateestimate, however, is subject to change based on several , however, is subject to change based on several dependent dependent variablesvariables. Thus, the total project cost should be reevaluated annually to account for any . Thus, the total project cost should be reevaluated annually to account for any substantive changes. substantive changes. The following The following table belowtable below provides a provides a detailed detailed use use breakdown of breakdown of the the anticipated anticipated expenses for expenses for project project completion: completion: USESUSES EXPENSESEXPENSES I.I.Property Acquisition Property Acquisition $$3,512,125.003,512,125.00 II.II.Title InsuranceTitle Insurance $$ 5,390.005,390.00 III.III.Legal Closing CostsLegal Closing Costs $$11,330.0011,330.00 IV.IV.Recording of DeedsRecording of Deeds $$12,712.0012,712.00 V.V.Broker CompensationBroker Compensation $$110,632.00110,632.00 VI.VI.Pre Demolition SurveysPre Demolition Surveys $$44,0044,0000.00.00 VII.VII.Utility DisconnectsUtility Disconnects $$117,950.00117,950.00 VIII.VIII.DemolitionDemolition $$550,000.00550,000.00 IX.IX.Cost Cost ContingenciesContingencies $$146,300.00146,300.00 TOTALTOTAL USE FUNDS:USE FUNDS: $$4,4,510510,,4439.0039.00 Property Acquisition Property Acquisition these these expensesexpenses include include the acquisition of the acquisition of propertproperties within the ies within the City that are City that are nonconforming nonconforming (legal and illegal) pursuant to (legal and illegal) pursuant to the current City zoning the current City zoning code. code. These expenses were estimated These expenses were estimated to beto be 25% above the 2017 Estimated Market Land 25% above the 2017 Estimated Market Land Value subtotal.Value subtotal. Title InsuranceTitle Insurance these these expensesexpenses include include costscosts PolicPoliciesies for properties acquired. for properties acquired. Typical expenses in this category incTypical expenses in this category include lude insurance insurance premiumpremiumss and other general administrative costsand other general administrative costs.. Legal Closing CLegal Closing Costs osts these these expenses are incurred expenses are incurred by by having having the representation of the representation of Kennedy Kennedy && GravenGraven at time of at time of closingclosingss. Typical . Typical expensesexpenses include include preparation of closing preparation of closing documents, documents, correspondencecorrespondencess, , attendance at closingattendance at closing, and travel reimbursement, and travel reimbursement. . Recording of DeedsRecording of Deeds these these expensesexpenses include include the costs of recording the costs of recording Warranty DeedWarranty Deedss, , State Deed Taxes, and Conservation FeeState Deed Taxes, and Conservation Feess.. These costs These costs were were estimated estimated based on the based on the 2017 fee schedule releas2017 fee schedule released by Anoka County. ed by Anoka County. 118118 2017072120170721 _Commercial_Revitalization_Project_Uses_Sources_Commercial_Revitalization_Project_Uses_Sources Project Budget OverviewProject Budget Overview July July 2211, 2017, 2017 Page Page 22 Broker Compensation Broker Compensation these these expensesexpenses relate to the compensation agreed upon relate to the compensation agreed upon inin the the Buyer Representation Contract by and between the EDA and RE/MAX SynergyBuyer Representation Contract by and between the EDA and RE/MAX Synergy. . The EDA The EDA shall compensate RE/MAX Synergy 3.15% of the purchase price per shall compensate RE/MAX Synergy 3.15% of the purchase price per property.property. PrePre--Demolition SurveysDemolition Surveys these costs these costs represent the demolition inspection required by represent the demolition inspection required by the MPCA under the NESHAP Regulations, 40 CFR Part 61 and by Minnesota the MPCA under the NESHAP Regulations, 40 CFR Part 61 and by Minnesota OSHA OSHA under 29 CFR 1926.1101. Theunder 29 CFR 1926.1101. Thesesses inspectioninspectionss inventorinventoryy asbestosasbestos--containing materialcontaining materials s and hazardous materialand hazardous materialss prior to demolition.prior to demolition. These costs wereThese costs were averaged based on averaged based on previous previous pprere--ddemolition emolition ssurveys conducted.urveys conducted. Utility DisconnectsUtility Disconnects these costs include these costs include the disconnectithe disconnection ofon of sewer and water lines, sewer and water lines, replacement ofreplacement of necessary by the Sewer & Water Foreman of the Citynecessary by the Sewer & Water Foreman of the City.. These costs were averaged based These costs were averaged based on previous on previous uutility tility ddisconnects conducted.isconnects conducted. DemolitionDemolition these costs these costs werewere estimated estimated based on demolition contractor and based on demolition contractor and abatement contracabatement contractor rates of 2017. These costs include demolition of primary tor rates of 2017. These costs include demolition of primary and and accessoryaccessory structures; abatement of asbestos, leadstructures; abatement of asbestos, lead--based paint, based paint, and other and other hazardoushazardous materialsmaterials; removal of bituminous and concrete paving; backfill and grading; and any ; removal of bituminous and concrete paving; backfill and grading; and any additional requirements deemed necessary by additional requirements deemed necessary by Public WorksPublic Works. . Cost Cost Contingencies Contingencies these these costscosts are knownare known--unknowns based on previous property unknowns based on previous property acquisition, and acquisition, and include include allowance forallowance for highigher than her than expectedexpected costs costs in connection toin connection to pproperty roperty aacquiscquisition, ition, uutility tility ddisconnects, and isconnects, and ddemolition. These expenses were emolition. These expenses were estimated at 3.5% of the aforementioned expenses subtotal. estimated at 3.5% of the aforementioned expenses subtotal. SSOURCESOURCES SSTATEMENTTATEMENT The The aforementioned aforementioned expenses in connection with the expenses in connection with the Commercial Revitalization Project will be Commercial Revitalization Project will be paid through tpaid through twowo source funds: (1) EDA source funds: (1) EDA Redevelopment Project Fund 408 and Redevelopment Project Fund 408 and (2) Anoka County (2) Anoka County HRA LevyHRA Levy.. Each source fund has Each source fund has its own specific purpose for expenses realized throughout the its own specific purpose for expenses realized throughout the term length of the project. Thterm length of the project. The EDA Redevelopment Project Fund 408 will fund the majority of e EDA Redevelopment Project Fund 408 will fund the majority of expenses related to property acquisitionexpenses related to property acquisition and cost contingencesand cost contingences, as well as , as well as all expenses realized all expenses realized for for title insurance, legal closing costs, recording of deeds, title insurance, legal closing costs, recording of deeds, and and broker compensation. broker compensation. Whereas, Whereas, the Anoka County HRA Levy will fund a portion of property acquisition and cost contingences, the Anoka County HRA Levy will fund a portion of property acquisition and cost contingences, but also all expenses realized in connection to prebut also all expenses realized in connection to pre--demolition surveys, utility disconnects, and demolition surveys, utility disconnects, and demolition costs.demolition costs. When and if project expenses exceed the When and if project expenses exceed the remaininremaining g balance of a source fund, balance of a source fund, the Capital Improvement the Capital Improvement -- Development Fund 420 will provide Development Fund 420 will provide an an interfund loaninterfund loan to the to the respective source fund.respective source fund. The following The following tabletable provides a breakdown of provides a breakdown of the the amount of amount of funds that funds that will be used will be used from its respective source for projecfrom its respective source for project completiont completion: : SOURCESSOURCES TOTAL BALANCETOTAL BALANCE I.I.EDA Redevelopment Project Fund 408 EDA Redevelopment Project Fund 408 $$3,3,245245,,777676.00.00 II.II.Anoka County HRA LevyAnoka County HRA Levy $$11,,264264,,666363.00.00 TOTAL SOURCE FUNDS:TOTAL SOURCE FUNDS: $$4,4,510510,,4439.0039.00 119119 AGENDA SECTIONAGENDA SECTION BUSINESS ITEMBUSINESS ITEM ITEM NO.ITEM NO. 88 MEETING DATEMEETING DATE AUGUSTAUGUST 77, 201, 20177 CITY CITY OF COLUMBIA HEIGHTS OF COLUMBIA HEIGHTS ECONOMIC DEVELOPMENTECONOMIC DEVELOPMENT AUTHORITYAUTHORITY ITEM:ITEM:Ratification of Ratification of 3841 Central Avenue NE 3841 Central Avenue NE Purchase Agreement Purchase Agreement DEPARTMENT:DEPARTMENT: Community DevelopmentCommunity Development BYBY/D/DATEATE:: Keith M. DahlKeith M. Dahl, , JJuly 28uly 28, 201, 20177 BYBY/D/DATEATE:: BACKGROUND:BACKGROUND: approved Resolution approved Resolution 20172017--18, a resolution which 18, a resolution which effectively entered effectively entered the EDA the EDA into a Broker Representation Agreement into a Broker Representation Agreement withwith RE/MAX Synergy. RE/MAX Synergy. Furthermore, the Furthermore, the resolutionresolution authorized RE/MAX Synergy to respond to active listings within authorized RE/MAX Synergy to respond to active listings within identified identified to beto be nonconforming under the current City zoning code. nonconforming under the current City zoning code. IfIf these offers, in the form of a these offers, in the form of a PPurchase urchase AAgreementgreement , are accepted by the Seller, they are subject to ratification , are accepted by the Seller, they are subject to ratification of theof the EDA prior to EDA prior to acquisition of the property. acquisition of the property. On July 12, 2017, tOn July 12, 2017, twent up for salewent up for sale at at a listing price of $209,000. Therefore, RE/MAX Synergy reacted to the active listing and worked with staff to a listing price of $209,000. Therefore, RE/MAX Synergy reacted to the active listing and worked with staff to place an place an OOffer on the Subject Property in the amount of $200,000. On July 27, 2017, staff was notified that the ffer on the Subject Property in the amount of $200,000. On July 27, 2017, staff was notified that the OOffffer was accepted contingent er was accepted contingent uponupon the closing being on or before August 25, 2017. Thus, in order to the closing being on or before August 25, 2017. Thus, in order to accommodate for the closingaccommodate for the closing on or before August 25, 2017on or before August 25, 2017,, the EDA is required to review and consider the the EDA is required to review and consider the ratification of said ratification of said OfferOffer for the Subject Propertyfor the Subject Property aat its August EDA meetingt its August EDA meeting.. If approvedIf approved,, this would be the first this would be the first property acquired by the EDA in connection with the Commercial Revitalization Project. property acquired by the EDA in connection with the Commercial Revitalization Project. STAFF STAFF RECOMMENDATION:RECOMMENDATION: Staff recommends Staff recommends approval of approval of Resolution 2017Resolution 2017--25 as presented25 as presented. . RECOMMENDED RECOMMENDED MOTIONMOTION(S)(S):: Motion: Motion: Move to waive the reading of Resolution 2017Move to waive the reading of Resolution 2017--2525, there being ample copies available to the public., there being ample copies available to the public. Motion:Motion: Move to adopt Resolution 2017Move to adopt Resolution 2017--25, a resolution ratifying the purchase agreement between the 25, a resolution ratifying the purchase agreement between the Columbia Heights Economic Development Authority and Columbia Heights Economic Development Authority and Angel and Imelda RoblesAngel and Imelda Robles.. ATTACHMENTS: ATTACHMENTS: 1.1.Resolution 2017Resolution 2017--2525 (3(3 Pages)Pages) 2.2.Purchase AgreementPurchase Agreement ((1414 Pages)Pages) 120120 City of Columbia Heights City of Columbia Heights EDA LetterEDA Letter COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC DEVELOPMENT AUTHORITYECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION NO. 20172017--2525 RESOLUTION RESOLUTION RATIFYINGRATIFYINGPURCHASEPURCHASEAGREEMENTAGREEMENT BETWEEN THE BETWEEN THE COLUMBIA HEIGHTSCOLUMBIA HEIGHTSECONOMIC ECONOMIC DEVELOPMENT AUTHORITY AND DEVELOPMENT AUTHORITY AND ANGEL AND ANGEL AND IMELDA ROBLESIMELDA ROBLES BE IT RESOLVED BY the Board of Commissioners ("Board")BE IT RESOLVED BY the Board of Commissioners ("Board")of the of the Columbia HeightsColumbia Heights Economic DeveloEconomic Development Authoritypment Authority(the "Authority") as follows:(the "Authority") as follows: Section 1.Section 1.RecitalsRecitals.. 1.011.01..The Authority and The Authority and Angel and Imelda RoblesAngel and Imelda Robles((together, together, SellerSellerdesire to desire to enter enter into into aapurchasepurchasePurchasePurchasepursuant to whichpursuant to whichthe Authority will acquire the Authority will acquire certain property in the Citycertain property in the Citylocated at 3841 Central Avenue NElocated at 3841 Central Avenue NEfor for economic redevelopment purposeseconomic redevelopment purposes..The Property is described in Exhibit A attached hereto.The Property is described in Exhibit A attached hereto. 1.021.02..Pursuant to the Pursuant to the PurchasePurchaseAgreeAgreement, the Authority ment, the Authority will will purchase the Property from purchase the Property from the Seller for a purchase price of $the Seller for a purchase price of $200,000200,000plus related closing costsplus related closing costs.. 1.031.03..The The Authority finds that acquisition of the Property Authority finds that acquisition of the Property is consistent with is consistent with the the CComprehensive omprehensive PPlanlanand will result in redand will result in redevelopment of a nonconforming propertyevelopment of a nonconforming property, and , and that such that such acquisition acquisition will facilitate the economic redevelopment and revitalization of will facilitate the economic redevelopment and revitalization of thisthisarea of the Cityarea of the City.. Section 2.Section 2.PurchasePurchaseAgreement Agreement ApprovedApproved.. 2.2.01.01.The Authority hereby The Authority hereby ratifies and approves the actioratifies and approves the actions of Authority staff and of ns of Authority staff and of Property and preparing and presenting the Property and preparing and presenting the PurchaPurchase Agreementse Agreement. . The Authority approves the The Authority approves the Purchase Agreement Purchase Agreement in the form presented to thin the form presented to the Authoritye Authorityand on file at City Halland on file at City Hall, subject to , subject to modifications that do not modifications that do not alteralterthe substance of the transactionthe substance of the transactionand that are approved by the and that are approved by the President and Executive Director, provided that execPresident and Executive Director, provided that execution of the Purchase Agreementution of the Purchase Agreementby those by those officials shall be cofficials shall be conclusive evidence of their approval.onclusive evidence of their approval. 2.02.2.02.Authority staff and officials are authorized to take all actions necessary to perform Authority staff and officials are authorized to take all actions necessary to perform ns under the Purchase Agreementns under the Purchase Agreementas a whole, including without as a whole, including without limitation execution of any documents limitation execution of any documents to which the Authority is a party referenced in or attto which the Authority is a party referenced in or attached ached to the Purchase Agreementto the Purchase Agreement, and any deed or other documents necessary to acquire the Property , and any deed or other documents necessary to acquire the Property from the Sellerfrom the Seller,,all as descall as described in the Purchase Agreementribed in the Purchase Agreement.. AA--11 Error! Unknown document property name.Error! Unknown document property name. 121121 Approved this Approved this 7th7thday of day of AugustAugust,,20201717,,by the Board of Commissioners of the by the Board of Commissioners of the Columbia Columbia HeightsHeightsEconomic Development Authority.Economic Development Authority. __________________________________________________________________ PresidentPresident ATTEST:ATTEST: ____________________________________________________________________ SecretarySecretary 122122 EXHIBIT AEXHIBIT A PROPERTYPROPERTY Lot 14, Central Avenue Subdivision, Lot 14, Central Avenue Subdivision, Anoka CAnoka Countyounty, Minnesota., Minnesota. AA--11 Error! Unknown document property name.Error! Unknown document property name. 123123 124124 125125 126126 127127 128128 129129 130130 131131 132132 133133 134134 135135 136136 137137