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HomeMy WebLinkAboutContract No. 2015-2687.07SECOND AMENDED AND RESTATED CONTRACT ME PRIVATEREDENIELOPMENT By and Between courRACTNO: 2()15-007 DATE ::. 0/17/15 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENTAUTHORM' ME CITY OF (r'OLUNIBIA HEIGHTS M COLUNIBIA HEIGHTS LEASED HOUSING ASSOCIATES It, LLLP Dated as of- October 30, 2015 This docurnent m1as drafted by: KENNEDY & GRAVEN, CIrlartered 470 U.S. Bank Plaza 200 South Sixth Street Minncap,)Iis, Minnesota 55402 Telephone: (612) 337-9300 4689620 MM (A .205 23 TABLE OF ENTS PREAMBI-E ARTICLE I Definifions Section LA Definitions,...- ... -- ............... ...... .............. ARTICLE If Representations and Warranties Section 2, L Representations and Covenants by the Authority and City 6 Section 2',2, Representations and Warranties by the Redeveloper-, ........ AR,rici.,E III Remnant Parcel; I`inancing,, Section 3A. Status of the Remnarrt Parcel ........... Section 3. 2, Envirom-nental Undertakings- ... 8 Section 3.3. Planning Contract............. ......... ............................... ........ 8 Section 3.4. Assignment of Note ... ....... 8 Section 3.5, Series 2007 Bonds .,... d 8 Section 3.6. Payment of' Authority Costs.......'.. .... ...... Section 3,7. Business Subsidy . ... - ...... ARTICLE IV onstruction of Minimum Improvements Section 4. 1, COnstruction ofMinimurn Improvements Section 4.2. Construction Plans ............ 10 Section 4.3. Completion of ( I onstruction-......, ... ....... Section 4.4. Certificate of CornpletWil Section 4.5. Records ....... ........ 12 ARTICLE V InSUrance Section 5, L Insurance —, ... ........ ...... .................... ........ 13 Section 5, 2. Suhordinatilon ... 14 Section 5. 3, Qualifications .. ....... ........... ........... ......... 14 ARJIICI-17 VI Tax Incrernent; Taxes 468962v3 MNI CL20523 Review of Taxes . ............ ........ i ARTICIA" VII Financing Section 7, 1, Mortgage Financing— ... ................... -- ........ ......... ...... -- ........ —... 16 ARTICLE Vill Prohibitions Against Assignirient andTransfier; Indemnification Section 8, 1, Representation as to ......... ......... -- ............ 17 Section Q. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement ...... -- ...... --- ........ __- ................................. --- 17 Section 83. Release and Indemnification Covenants, ... ......................... 8 ARTICI-F IX Events ol"DeCault Section 9,1, Events ol'Default Del"ned Section 9.2, Remedies on Default,, ............ ...... ......... ---20 Section 9.3, No Remedy ....... ....... .... -.-20 Section 9,4, NoAdidiflonal Wajvcr Implied by One Wa iver......... ..... .. ARTICLE X Additional Provision,,, Section 10.1., Conflict of Interests," Authority and City Representatives 468962y.'; NINI CL205 23 H Not Individually Liable ... ........... ........... .... --.22 Section I O. 2, Equal Employment Opportinjity.__ ... .................... ...... -------22 Section 103, Restilctionson Use . — .... --- ............... -- ... --- ....... ....... 22 Section 10,4. Provisions Not Merged With Feed ....... '..... ............................... .... __"-22 Section 11I,5® Titles of Articles and Sections ........ .... --22 Section 1 O. 6. Notices and Den'iands ... ......... .......... .......... 22 Section 10.7. Counterparts.. . ........ ....... ...... Section 10. 8, A men din en1- — — — . . . - . ........ ....... ......... ....... .... 23 Section 10,9` Authority or City Approvals ........... .... ---23 Section I O. I Termination 2 3 1SCHEDULE A Description of Remnant Parcel SCIIEDULE 13 Form of Cenification cal '*("',ompletion 468962y.'; NINI CL205 23 H SECOND AMENDED AND RESTATED C'ONTRACTFOR PRIN,"ATE IZE"DEVELOPMENT ITHS AGREEMEXY, inade on or as of the 30th day of' October, 2015, by and between COLUMBIA HEIGHTS FCONOMK7 DEEVELOPMENT AUTHORITY, as pulflic bo(],y corporate and politic (the "Authority"). established pursuant to Minnesota Slaftnes. Sections 469,090, to 1469,1081 (hereinafier referred to as the "Act"). the CH"Y ( ) F(1101A IMBIA I IEIGIITS® a Minnesota municipal corporation (the .'ltd") and COLUMBIA HEK3111"S LEASED HOUSIM"; ASSOCIATES 11, LLIT, a Minnesota limited liability limited partnership (the "Redeveloper"), W FT' N ES S ETH .- WHEREAS, the ALIthority was created purm.vant to the Act and was authorized to transact busincss and exercise its powers by a resolution of` the City Council of the City ol'ColumbiaHeights ("City"), and WHEREAS, the City and the Authority (as successor to the Housing and Redevelopment Autfic:wity of Columbia HeightS, Mn"'C80ta) have undertaken aprogriarn to protnole redevelopment of land that is characterized by blight and blighting factors within the City, and in this connection the Authority administers a redevelop nient project known as, the Downtown (, IBD Redcvelop rnentProject ("[)roject-) I'Mrsuant to Minnesota Statutes, Sections 469,001 to 469,047 (the 'TIRA Act"'),- and WHERFAS, PUI'Aiant to the Act and the HRA Act, the Authority is authorized to acquire real properly, or interests therein, and to undertake certain activities tca facilitate the redevelopment of real Property by private enterprise; and IWHEREAS, within the Project, the Cityity and Authority created the Huset Park Area Tax Increment Financing District ("Tff Distriel") in order to facilitate redevelopment (:& certain property in the Prcject; and WHEREAS, the Authority and fluset Park Development Corporation (the "Original Developer") previously entered into a Colitract for Private Redevelopment dated as of October 25, 2004, amended and restated in its entirety by an Amended and Restated C"Ontract ft.m- Private Redevelopment dated as of ALIgUSI 1, 2007, as amended by as First Arnendirlent thereto dated as of June 16, 2008, a Second Amendment thereto dated as of February 9, 2009, as Third Amendment thereto dated as of September 28, 2009 (Subsequent to which ANC` National Bank ("BN( ' ' 'j succeeded in interest to the Original Developer), as Fourth Arnendn'rent thereto dated as of' November 21, 2011 1, as Filth Amendment thereto dated as of'April 2013, and as Sixth Arnendment, thereto dated as of June 2, 2014 (together, the '*Original Contract") regarding redevelopment of the property described in Schedule A heret(r), designated as the Remnant Par-cc]. along with other properly within the'l"IF District (all such property, the "Redeveloppert Properly"'), and WHEREAS, the Redeveloper has proposed and the partles to the Original Contract have agreed to the COTIStflldlon by Redeveloper ofccilain housing improvements on the Remnant Parcel, 46062 3 NIN 1 (1,2052 ) Subject to assignment of' the Original Contract to the Redeveloper, as to the Renunant Parcel and certain other •ondiI4,')ns as niore fiully provided her6n: and WHEREAS, this Agreement is intcr)(led to supersede and relflace the Original ( 'ontract in all respects as to the Rtn'rinant ParccL and WHERI,, AS, 'the Authority believes that the redevelopment of the Rermiant Parcel pUrsuant to this Agreement, and fulfillment generally of dais A recment, are in the vital all(] best infereste, of the C` ity and the health, safety, morals, and welfare of its residents, and in accord with the public purj-..)()ses and provisiorls ()f the applicable Staic and local laws and requirernerils under which the Project has been undertaken and is being assisted, NOW, THEREFORF', in consideration of the prern ses and the mutual obligations of the parties hereto, each of thenj does hereby covenant and as '!,ree with the other as f6 lows: 68962 v 3 NI NI C1205 2 3 2' Sedion LL Definitions. In this Agreenient, unless, a different inearring clearly appearsfi,(,)]Tl the Context Act- nicans the 1,1'conoirk Devc]opnient ALIthority Act. Minnesota Statutes. Sections 469,090 to 4K1082,, as amended . Affiliate'" means with respect to the Redeveloper (a) any corporation, paTinership, corporation or other business entity or person controlling, controlled by, or under wineion control with the Redeveloper, and (b) any successor to such party by merger, acquisition, reorganizati011 or similar transaction involving all or substantially all of the assets of'such party (or such Affiliate). For the purpose hereof the words -controlling", "controlled by" and "under cornmon control with" shall nican, with respect to any corporation, pannersbip, corporation or other business, entity, the oNviler-ship of' filly percent or niorc of the voting interests in such entity possession, directly or indirectly, of the poNver to direct or czusc the direction of management policies of' such entity, whether ownership of'voting securities or by contract or otherwise, Agreernent" means this Amended and Restated Contract as the context requires, and as the same may be firorn time to tinec modified, aniended., or supplemented. Authority- ineans the Columbia Heights F'conornic Development AL11110fIty. or any SUCCessol, 01. assign, Authorhy Representative- means the 1"xecutivc Director of the Authority. or any person designated by the Executive Director to act as the A UthOTity Representative fi,)r the' 'purposes of this Agreement. BNCI" means BN' National Bank, the successor, in interest to the Origirral Developer under the OT girral Contract, Business Day" rneans art.), day except as Saturday, Sunday, legal holiday, a day on which the City is closed for business, or a day our which banking institutions in the City are authorized bylaworexecutiveordertoclose. Business Subsidy Act" rileans Minnesota Statues, Sections 116.11,993 to 116J.995, as arnended, Certificate of Compietion" nieans the certification Provided to the Redeveloper, or the purchaser of' any part .. parcel or unit of' the Rerrinant Parcel, pursuant to Section 4.4 of this Agreement. j y, means the City ofColuirnbia Heights, Minnesota, 4689620 NIM (1205 .23 3 CO11SIFLIC6011 PlarlS- 11jeallS the SpeCjfiCatior , , - Is (kmings and related docuirients to be provided in connection with the construction work to be perfornied by the Redeveloper oil tile Remnant Parcel which a) shall bc, as detailed as the plans, specifications, drawings and related dOCUMen1S 'WhiCh are submitted to the appropriate building officials (-,)f the City, and (b) shall include at least the following for each building, (1) site plan. (2) foundation plan; (3) basernem plans; (4) floor plan for each floor; (5) cross sections of" each (lengtl'i and width) (6) elevations (all sides,); (7) laridscape plan; and (8) sUCh Other IflallS Or SUPplemerflrS to the ft.)regoing plans as the Authority may reasonably request to allow it to ascertain the nature and quality of the proposed constrUdi0fl, work. rneans tile, County ofAnoRa, Minnesota. T 'vent of Default" means an action by a party described in Section 9.1 ofthis Agreement, 11RA Act" ineans Minnesota Statutes, Sections 469.001 to 469,047, as amended. Holder" nicans the ovvner of a Mortgage, Mininiuni Improvements mearis the construction oil the Remnant Parcel of'approximately 80 units of` senior rental housing. Moilgage" niewis any mortgage made by the Redeveloper which is secured. in vdiole or in part, with the Remnant Parcel and which is a permitted encumbrance pursuant to the provisions of Article Fill of this Agreement. Note" means the Taxable Tax Increment ReVCrAte Note, Series 2007, delivered bv the ALIthOrity to the Original Developer in accordance with Section 3,8 of the Original C:onlract and subsequently assiped to BBC ". Original Contract- means file Contract Ibl• Private Redevelopment between the Authority and the Original Developer dated as of October 25, 2004, as amended, Redeveloper" rneans Columbia Heights Leased ffimsing Associates 11, LLLP or its permitted successors and assigns. Redevelopment Project" means the Authority's Downtown CBD RedevOopment Prqject, Redevelopnient Property- mearis tae property subject to the Original Contract and described therein on Schedule A,,of which the Remnant Parcel constitutes a part. Redevelop ilient Plan" mearis the Authority's Redevelop rilent Plan for the Redevek.)pmant. Project, as amended. Remilan't Parcel" means the property so described on ScfledWe A, 4684620 MMCL20523 4 Serics 2007 Bonds- has the meaning provided in Section 3,5. Stale"means the State of' Minnesota, Tax Incremem- micians that portion cap the real property taxes which is paid with respect to the RedevOopment Propeily and which is reinitted 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 t() the Starte auditor under Section 469, 177, subd , I I of the Tax Increment Act, or any amounts described In Section 469, 174, subd . 25, clauses (2) through (4) of the Tax Increrrient Act. I , ax Increment 'i or Act" nicans the Tax Increment Financin , Act Mi erota Statutes, Sections, 469,174 to 4K 17914, as amended. J, Tax Incremrreni Districc or. -TIF District" means the Authority's fluset Parl,', Area 'tax fricreinent Firi,ancing F)istrict. Tax Increment Plarl" or —1111 Plan" means the Authority's Tax Increment Financing Plan f6r the TIF District, as approved by the Authority and City on October 25, 2004, and as it rilay beamendedftornlimetotime. Tax ()fficial- rneans any County assessor. COLIMy auditor; or State board of equalizaticiii. the cortinjissioner Of revenue of the State, or any State or federal court includin th ate, UIX COLIM Of tbC StI Termination Date" means the date the Authority receives the last insiallinent of "Fax Increment from the County. Transfer" has the iricaning set fbirlh in Section 8,2(a) hereof Unavoidable Delays" means delays beyorld the reasonable control of the party seeking, tobeexcusedasaresultthereof' which are time direct result of war, terrorism, strikes, other labor troubles, fire or other casualty to time MiniroUln Improvernients, litigation con,imenced by third parties which, by injunction or other similar judicial action, directly results in delays, econoiriic events beyond the control of the parties that materially reduce the marketability oil" Rv sale housing, including unusual increases in mortgage rates or economic recession, or acts of any federal, state or local governmental unit (other than the Authority in exercising its nights under this Agreement) which directly result in delays, Unavoidable Delays shall not inchide delays in the Redeveloper's obtaining of pennits, or governmental approvals necessary to enable construction of' the Minimun) Improvements by the dates such construction is required tinder Section 4.3 of this Agqviernent, unless a) Developer has timely filed any application and rnaterials required by the City, fior such pennit or approvals, and (b) the delay is beyond the reasoriable control ofthe Redeveloper. 4689620 MNI (T]?05-23 5 EjRfEjEnja!j2nLnd LVarranties Section 2.1, RqpLq q Csonand .tsovenan. ..... . 1S ljheAuthor' gj t, J.1y (a) fl-w Aut ziI ty i s an economic developrrient authority duty organized and existing under the laws of the. State, Under the provisions of the Act and the HR. A Act, (lie Authority has the power trr enter into this Agreement and carry out its obligations hereunden b) 'nv, Authority and City -will use their best cfI6rt% to facilitate development of" the Minimuin hni'm-ovements, Including but not linliteA to cooperati . ng with the ReM,eloper in obtaining necessa,i-y administrative and land use approvals and coristniction an&or pemianent financing pumlallttoSection7.1 hereof C) T'he activities of' the Authority are undertakem fbr the purpose of' fostering the redevelopment erg' certain real property that is or was occupied primarily by substandard arid obsolete buildings, which, will revitalize this portion of the Redevelopment Pro ect, increase tax base, and increase housing and emploNment opportunities. d) The City is a horne rule charter city duly organized and existing under the laws ofthe State, and is as state public body under Section 469,041 of the HRA Act. Under the provisions of. its charter and the I-IRA Act, the City has the power to enter into this Agreement and carry out itsobligationshereunder, C) "I'lie City and ALA1101-ily have taken all actions neccssary to establish the TIF District as a redevelopment district as defined in the 'I'll" Act., and the TIF Distriet has been duly certified by tile Courity, f) The ( 1 " ity and Authority will take no action, nor omit to take any action, regarding the I'lf"District that materially impairs the collection or Payment of"Fax Increment. g) As of the date of this Agreement, the Minimum Improvernents to be constructed on the Renniant Parcel are allowed uses under the City zoning ordinance and are consistent with the City Cornpreliensive Plari. h) As cif` the date of this Agreerrient, the C'ity and Authority have completed all required environmental review and determi tied that no further enviroin-nental review is required under the Minnesota Environmental Policy Act, Minn. Stwat. Ch, I 16,D. 0) Neither the execution and delivery of this Agreement, the consunirriation of the transactions contemplated hereby, nor the fulfilfinent of or compliance with the terms and conditilons ofthis Agreement is prevented, limited by or conflicts with or results in a breach of, the terrns, conditions or provisions ofeliarler or Statutory limitation or any indebtedri,ess, agreement or instrument of whatever nature to which the City or Authority is now as party or by which it is bound, or constitutes a default under any of the foregoing, 460620 MNJ (A 205 23 6 e) 'The Authi, wity shall promptly advise City, in writing of all litigation or Clairns affecting any part of the Mininium linprovements, Section 2.2. R 11 raftMg'er tallons and W'ar- i ies 1) tile RredCV(-j() r, The Recleveloper represents and warrants that: a) The Redeveloper is a limited liability limited partnership organized and in good stariding under the laws of the State of' Minnesota, is not in violation of any provisions of' its certificate of hirrited partnership or the imvs of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execunon, delivery and perfortriaricL ofthis Agreement by proper action of its partners, b) Upon acquisition of the Remnant Pareel, tile Redeveloper will construct, operate and maintain the Mininiurn ImProvements in accordance with the terms of this Ageen,ient, the Redevelopment Plan and all applicable local, state and federal laws and regulations (including, but not firnited to, environincrital, zoning, building code and public health laws and regulations). c) The Redeveloper will obtain, in a timely manner, all required la remits, licenses and approvals, and will meet, in a timely inanner, all reqUirernents of' all applicable local, state and federal hivvs and regulations, which roust be obtained or met before the Minimum Irnprovernents ina_y be laNkAilly constructed. d) Neither the executiol,i and delivery of this Agreernent, the consummation of the transactions conternplated hereby, nor the fulfilli-nent of or compliance with the teens and condilions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or, provisions of' any parinership or company restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes as default under any of the foregoing, e) The Redeveloper shall promptly advise t Iity in writing of all material litigation or claims affecting any part of the Minimum: Iniprovements and all written coniplaints, and charges made by any governmental authority materially affecting tile Minimum Improvements Or. Materially affecting Redeveloper or its business which rnay delay or' require changes in constl-L]Cti011 Of the Minimum Improvements. 4689620 MNI CL205-23 7' Remnant ParEEI, FinancinI Section 3.1 -Status of the Requiant Parcel. As Of the date of' this Agreement, the Redeveloper has acquired the Remnain Parcel, which consists of tile real properly described in Schedule A, from BNC', BNC has assigned the Original Contract to the Redeveloper, and the parties hereto have executed this Agr-cernerit, w-hich super-cedes the Original Contract in all respects. Section 32 Environmental (a) The Redeveloper acknowledges that the Auth(;)rrty makes no representations or warranties as to the condition of the soils on the Rerrinarn parc,Ll Or the fitness of the Remnant Parcel for construction of` the Minimurn Improvernents or any other PLI1110SC for which the Redeveloper inay make use of such property, and that this Agreement neither iMplieS any responsibility by the Authority or the City fbr- any contamination of the Reamant Parcel nor imposes any obligation on such parties to participate in any, cleanup of the Reirinant Parcel. The parties further acknowledge and agree that all environmental reinediation obligations imposed pursuant to the, Original Contract have been fully satisfied. b) WithOUt firnitirig its obligations under Section 8.3 of this Agreement, the Redeveloper further agrees that it will indemnify, defend, arid hold harnfless the Author] ty, the City, and their- governing body rnembers,, officers, and employees, from any, clairris or, actions arising out of the presence, 1fany, of hazardous wastes or pollutants existing on or in the Remnant Parcel, untess and to the extent that such hazardous wastes or Pollutants are present as a result ofthe actions Or orajissjojjs of the i ndem nitees. Nothing it) this section will be construed to hmit or aftect any limitations on liability of the City or Authority under State or tWeral law, including without limitation Minnesota Statutes Sections 466.04 and 604.01 Section 3.3. Planin ' n2'Coiitract, TI)e Redeveloper shall pay any SAC and WAC tees art(] park dedication tees in accordance with applicable City policies and ordinances, and agrrees to enter into any planning contracts that may be required in connection with the Mililinum Section 3A. "Assi&n.inent_ o ' f ' Note, (a) Pursuant to the Onginal Contract, the AuthorityissueditsTay, Increment Revenue, Note, Series 2007A, in the principal amount of $6,650,000, to the Original Developer. and the Original Developer subsequently assigned the Note to BNC, The Redeveloper agrees air(] acknowledges that the Note has been assigned to a separate entity Pursuant to a separate contract, and that Redeveloper has no right to or interest in the Note. Section 3.5. Series 2007 Bonds, (a) Pursuant to the Original Contract, the Authority iSSUed its tax exempt 'Fax Increment Revenue Bonds, Series 2007 (Huset Park Area Redevelopment Prqject), in the principal amount of $2,990,000 (the "Series 2007 Bonds"), Proceeds ofthe Series 2007 Bonds were used to reirriburse the Original Developer fi.)r a portion of the Public Redeveloptnent Costs incurred by the Original Developer, b) The Redeveloper rnakes the f'ollowing representations to the Authority mth respect to the Series 2007 Bonds and any Refunding Bore k 468962 3 MNI ('1205-2. 8 1) 'The Redeveloper will take no action., and will not fail ft:) take air action, the eff cl of which will be to cause,, the Series 2007 Bonds, or Refunding Bonds to be determined to be as "pdvate activity bond" (as such temi is defined in Section 141 of the Internal Revcriuc Code of 1986, as anlended (the "Code") and in applicable TreasuryRegulationsprornulgattic] pUrSUant to applicable prcsvisions Ofthe "ode (tire "Regulations") 2) The Redeveloper will take no acliorl,, and will not fidl to take arl action, the efTect of which will he to cause the "private security or payi7,ient test" (as such terril is defined in Section 141 ()f the Code and in applicable Regulations) or the "priv,,ate loan financing test (as SUCII terra is defined in Section 141 of the Code and in applicable Regulattoris to be satisfied with respect tee tile Series 2007 Bonds or RefUnding Bonids, 3) The Redeveloper will take no action', and will not fail to take an action,, the effect of which will be to cause the Series 2007 Bonds or Refunding Bonds to be deten-nined to be ail "arbitrage bond"(as such term is defined in Section 148 of the Code and in applicable Regulations), 4) The Redeveloper will take no action, and will not fail to take ail actioji., ffic effed ofv Ulrich will be to cause interest on the Series 2007 Bonds or, Refunding Bonds tobeincludableingrossincomeforfederalincometaxpuT-poses. Section 3.6, 1), yjjjpij AAhPK_itv Costs. The Redeveloper is responsible aponsibletoyAuthorityCosts", Which terra tneans reasonable out-of pocket-costs incurred by the City oil- Authority for: (i) the Authority's financial advisor in connection with the Authorit 's i a ciaIfill11, participation in redevelopirient ofthe Remnant Parcel, including without limitation all costs related to the negotiation and preparation of this Agreement. (d) the City or Authoritys legal counsel in connection with riegotiation an(] draffing of this Agreement and any related agreements or docull1jern'-, n a), -vices related to, the Authorit 'sadair ), legal services y financial participation in redevelopment of the Property; and (iii) any consultants retained by the City and Authority or planning, g, environmental revie)x, and engineering related to tile Minif1junj JjTjplIoVejIjrjejjtS, including the zoning and land use approvals, City and Authority staff costs an(] costs and expenses shall not be Authority Costs, b) At any trine, but not more often than monthly, the City or Authority may request payment of Authority Costs, and the Developer agrees to pay all Authority Costs within ten days of the City or ,authority's written request. supported by suitable billings., receipts or other evidence of Ithearnountandnatureof' Authority Costs incurred, At Redeveloper's request, but no more often than monthly, the Authority I will provide Developer with a written repoll on current and anticipated expenditures for Authority Costs, including invoices or other comparable evidence, Section 3.7, l3usirless Subsidy "T "he parties agree and understand that neither the Authority nor the Cil y, U., providing an), assistance to the Rcdevehiper under this Agreement with respect to the Remnant Parcel, ail(] that therefore this Agreement is not as "business subsidy" under the Business Subsidy Act, The reniainder of this page is intentionally lefir blank,) 468'46tM NINIH (4.205-23 9 Construction 001inimunjim (!),,c ilents Section 4. 1, Construefioll (wf'Milullluln I '11te Redeveloper aq..rrecs that it will construct time Minimuin Improvements oil time Rernilant Parcel in accordance , with approved OnStT'UCti0n Plans, arid at all rinses while Redeveloper owns the Remnant Par-eel, will operate, maintain, presm7e arid keel) time respective components of" the Minimum Improveinents or cause such components to be operated. maintained, preserved and kept with the apINArtenarices and everypartaridparcelthereof, in good repair arid condition, Section 4,,2. ' Co " zi - st " qiction , onTiP1 - al - i , s. Befbi-e conlrilencing consir-LICtiOn Of thC Minimum Improvements. tile, Rede%reloper shall submit to the Authority C , onstruction Plans, flie City's chief' building official and community development director will review and approve all Construction Plans on behalf of the Authority, and for the pull)oses of this Section the terry) "Authority" mearis those narned officials. "I ,me Construction Plans shall provide for the construction of' (lie Minimum linprox/ements arid shall be in conformity Nvith this Ageement, the TV Plan, and all applicable State and local laws and regulations. The Authority will approve the ConstrUCti011 PlauS ill wHiting or byissuanceofaperinitif" (i) the Construction Plans contimn to all terms and conditrilonS of this Agreement; (ii) tire, Constructioll Plans coilfiornl to the goals arid objectives cif` time TIF Plan; (Iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations- Ov) the Constniction Plans are adequate to provide fior construction of the Minimum Improvements; arid (v) there is no uncurled Event of Defliult, No approval by the Authority shall relieve the Redeveloper of tile obligation to comply with the ternis of this Agreenrerit, applicable federal, state and local laws, ordinances, rules; and regulations, or to construct the Minimum Irnprovements in accordance therewith. No approval by the Authority shall constitute as x%,,aiver of an Event of' Default, or ivailll,lcr of` army Slate or City building or other code I'CqUirernenls flizit may, arpply. Within 30 days after reccipt ofcomplete Constmetion Plan and pennit applications for the Minimum Improvements, the Authority will deliver to the Redeveloper an initial review, letter describing any Comments or changes requested by Authority staff '17hereafirer, the parties shall negotiate in good faith regarding final approval of Construction plans for the Minimurri lniprovenients. The Authoritys approval shall not be 'unreasonably withheld or delayed. Said approval shall constitute as conclusive leten'll ination that the Construction Plans (arid tile Minimurri linprovements., constructed Hl accordance %N,•ith said plans) comply, to the AUth,OritV'S satisfactiorl -with the provisions of, this Agreement relating thereto, The Re-&N,,eloper hereby waives any arid all claims and causes of action w1latsolever resultingfrOMthereviewof, the Construction Plans by the Authority and/or any changes in time Construction Plans requested by the Authority, except tbr any I'aflure by' Authority to perforlil its obligations urider this Section. Neither the Authority, the City, nor any employee or official of time AuthoHlY or City shall be resp(.,insible in any manner whatsoever for any defect ill than Construction Plans or in any work done pursuant to the Construction Plans, including changes reqLWSted by the Authority. C) Consiruction I-11an ('111anges. If the RedeNleloper desires to make any material change in the Construction Plans or any component thereof after their approval by the Authority, the 468962v3 MNI (1205-23 10 Re,developer shall submit flic proposed change to the Authority fire- its approval, For puq)oses ofthisSection, the teen "material" rneans changes that increase or decrease construction costs by more than51N) +)f total constmetion cc)sts- It' the 0IIStFUCfi0ll Plans, as inodi fied by the proposed changc, conforin to the requirements of this Section 4,2 of this Agreement with respect to sucl, pj-evj()Usjy proved C, onstruction Plans, the Authority shall approve the proposed change arid notify the Redevelopci in writing of its approval. Stich ill the Construction Plans shall, in any event, be deemed approved by the authority unless rejected, in whole or iri part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor, Such rejection shall be made as soon as reasonably practicable but in any event within 30 days after receipt of the notice oaf" such change. Fhe Authodivs approval of any such change irr the onstruction Plans %vill not be unreaso n ably %vithheld. Section 4.3, Commenceirient – and ' COPT.19—ti011 -2f Corlstructiorl, Subjcct to f-Jrlavoidable Delays, the Redeveloper shall cionurience c(.)nstj-uctiojl of the Mininium Improvernents byDecember31, 2020. SubJect to Unavoidable Delays, the Redeveloper shall cornplete the construction of" tyro Minimuiri linproven-lent,,; by December 3 1, 2022, All work with respect to the Minimum lnipr(:wernents to be constructed or provided by the RedevOoper on the Remnant Parcel shall be in oonfbm iity with the Construction Plans as subinitted by the Redeveloper and approved by the Authority, b) The Redeveloper agrees for itself, its successors, and assigns, and every successor in interest to the Remnant Parcel, or any part thereof, that the Redeveloper., and such successors and assigns, shall promptly begin and diligently prosecute to completion the development of the Remnant Parcel through the construction of the Mirlirijuln Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified irl this Section 4.3 of this Agreernent, After the date of this Agreernent and until the Millimun') Improvements have been fully ]eased, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, but no inore tharl nionthly, as to the actual progress of the Redeveloper with respect to such construction and leasing. Section 4, 4, Certificateo f CgI]npjgio (a) Promptly after substantial completion of' the Minimum Improvements in accordance with those provisions of this Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvenients (including the datesI'm completi(--)n thereof), the Authority will furnish the Redeveloper with a Certificate of ompletion in substantially the form affached as Schedule B. Such certification by the Authority shall be a conclusive deterimnation of satisfaction arid temnination ol'the agreements and COVC11arnts in the Agreement and in any deed with respect to the obligations of the Redevelopera and its successors and assigns, to construct the Minimum linprovernents and the date for the completioll thereof Such certification and such determination shall not constitute evidence of cornpliance with or satislaction of any obligation of the Redeveloper to any Flolder ofa Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof, b) Upon Rede'veloper's request, the Authority shall fitirnish to the Redeveloper a Cellificate ofCompletion l'or each housing unit upon sut.)stanfial completion of"such unit, as evidenced by issuance ofa certificate ofoccupancy thereffir by (fie responsible insPecting authority. 468962vI NINI CLN5r~2s c) 11" the; AMI-101-IN shall refuse or fail to provide any certification in accordance with tile Provisions of this Section 4A of this Agreement. the Aulhorltv shall, within thirty (30) days aMler written request by the Redeveloper, provi(le, the Redeveloper Willi a written staternent, indicating in adequate detail in what respects the Redeveloper has fiailed to coTriplete tile, NIiiinnurn Irnprovenients in accordance with the Provisions of' the Agreernerit, or is othem,ise jr, del'ault, and what measures or acts it vv ill be necessary. it, the opinion of'the Authority, tbr the Redev'cloper to take or perform in order to obtain such, certi fication, d) The construction of the Minimum Improvements shall be deemcd to be substantially c,oniplete fin- the PUITOscs, of this Agreernent when the Redeveloper has recelved a cerlificafe of' occupancy 1rom the City for all housing units, and the specified site in-iprovements fear the Minin'lum Improvements have been substantially completed as reasonably detennined by theAuthorityRepresentative, Section 4.,5. Records, rlr' he Authofity and tile City through any authorized representatives, shall have the right at all reasonable times afier reasonable notice to inspect. examine and copy all books and records of` Redeveloper relating to the Minimurn Improvements, Such records shall be kept and maintained by Redeveloper through die'"remination Date. The remainder of this page is intentionally ]ell blank,) 46K9620 MNi (1205-23 12 Section 5.p Ip. (a) The Redve I oper gill pr(Mde and maintain at all times during the process oil" constructing dire Minimurn Improvements an All Risk Broad Form Basis InSUrance Policy and, firorn tinec to time during that period, at the request of the Authority, fUmish the Authonly with prool'of'payrneril c)fprerniurns oil policies covering the following 0) l3uilder's risk insurance, written oil the so-called "Builder"s Risk — C.onipleled Value Basis," in an amount equal to one hundred Percent (10W/,) of tbe insurable vahh,' of" the :Minimum Improvements at the date of completion, and with coverage available in nonreporting Bonn on the so-called "all risk" lbrin (4pokey. The interest of'the ALIthOrity sli,all be protected M accordance with a clause in forrn arld content satisfilctory to the Authority; ii) Comprehensive general liability insurance (including operations, contingent liability, 0jVrati0IIS Of Subcontractors., completed operations and corilractual liability insurance) together with an Owner's Contractor"s Policy wvith firilits against bodily in.jUJ-V and property damage of not less than S 1,000.000 for each OCCUrrenec, and shall be endorse('] to show the City and ALIthority as additional insured (to accomplish the above-required Inuits, all U1111brella excess liability policy may be used), and iii) Workers' compensation insurance, with statutory coverage, b) Upon conipletion of construction of' the Mininimn Improvements and prior to the T'en,nination Date, the Redeveloper shall maintain, or cause, to be maintained, at its cost and expense, and from time to time at the request of the .Authonity shall furnish proofol'the payment of'prenliums on, insurance as follows: i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by sin,ular businesses, Ii) omprehensive general public liability insurance, i I ncluding personal injury liability (w,ilh employee exclusion deleted), against liability for injuries to persons and/or property, in file minimum amount for each Occurrence and for each year of S1,000,000 and shall be endorsed to sho", the City and Authority as additional illSI.Ireds, Oil) Such other insurance. including workers' compensation insurance respecting all einployces ofthe Redeveloper, in such amount as is customarily carried by like organizations engaged in like activities of' comparable size and liability exposure; provided that the any pail ofits fiabili y fir vvorkers' Redeveloper irray be self' hisured with respect to alt ot cori'l Pell Sation, 468962s 3 NIM ('1205,23 13 c) All insurance required in Article V (& t1jis Agreement shall he taken out wid maintained in responsible inSLIT.-WICC coinpaniI es selected by the Redeveloper that are authonized under the laws ofthe State, to assurric the rishs covered thereby, L pon reqLJCS(, the Redevelopei will depolsit annually with the Authority a certificate or certificates or binders ofthe respective insurers stating thatSUChinsuranceisinf6rceandeffect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a prcwision that the insurer shall not cancel nor noodify it in such a way as to reduce the coverage provided below the aniounts required herein without giving wNrlitter, u()tice 10 tile Rede\,eloper and the Authority at least 30 days, bleforc the cancellation or rnodification becomes effective. In lieu of ' separate policies, the Redeveloper may tIrl,aintain a single policy, blanket or umbrella policies, or a combination thereof', having the coverage required herein. In which event the Rcdeveloper shall deposit with the Authority a certificate or certificates ofthe respective insurers, as to the ainclunt of coverage in f6rce upon the .mininium! Improveinents,. Any insurance required Under' this A rlicle nray be provided separately by Phase or building, d) The Redeveloper agrees to notify the Authority Immediately in the case of' damage exceeding S 100,000 in amount to, or destruction Of time Minirriurn Improvements or any portion thereof resulting from fire or other casualty. In SUCh event the Redeveloper will forthwith repair, reconstruct, arid restore the Mininium Improvements ter substantially the same or an inIprw,,1ed condition ear value as it existed prior to the event causing such damage an(], to the extent necessary to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply time net procceds of any insurance relating to such darriage received by the Redevelopler to the payrnent or, reirnburserrient ofthe costs thereof The Redeveloper shall complete the repair, recomtruction and restoration of the Mininij,11,1 linprovernents, regardless of whether, the net proceeds of insuralr1jec received by the Redeveloper for such purposes are sufficient to pay for the same, Any net procceds remaining after completion of such repairs, constmetion, arid restoration shall be the property ofthe Redeveloper. Section 5,2. Subordination. Notwithst and inn anything to the contrary herein, the rights of the Authority with respect to the receipt and application of any insurance. proceeds shall, in all respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant to Article 'ill of this Agreement, Section 5.3. QqLaLffl! qtioris. Notwithstanding anything herein to the contrary, the parties acknov%,,Iedge and agree that upon transfer of the Remnant Parcel or portion thereof to another person or entity, the Redeveloper will remain obligated under Section 5.1 hereof relating to such portion trarrsf"m-ed, unless the Redeveloper is released frorn such obligations in accordance with the terms and conditions of Section 82(b) or 8.3 hereof'. 468962%,3 MN (1-20522 14 A WFICLE NII I "ax Increment- 'Taxes Section 6,1 view oil "Faxes. 'Fhe RL(Jeveloper agrees that prior to the 'I"ermination Date it kvill 1101 cause a reduction in the real property taxes paid in respect ofthe Remnant Marcel thro ugh: (A) illf-ul destruction of the Remnant Parcel or any part thereof. or (B) willftil refusal to reconstruct damaged or destroyed property pursuant to Section 5. 1 (d) of" this Agreernent, The Redevelo er alsoP apps es that it xvill not, prior to the 'Femil nation Date, seek exemption frorn propeily tax for the Bare-mant Parcd or ar)y porlion thereof or trans&r or permit the transfer ofthe Remnant Parcel to any entity that is exempt Crom real property taxes and state law (other than any, portion thereol"dedicated or conveyed to the City it) accordance with plaiting of the Remnant I'lareel), or apply for a def rral of property tax. on the Remnant Parcel pursuant to any law, I'he reinainder of this page is intentionally left blank,) 4689b2-0 MM (1-205-23 15 ARTI CL E N't I Section T, 1 . Mo F, a) Bef6re commenceinent of constm.ctlon of' thcEL6,!& . :! ga.Lm. ( Minumm'i Irilprovements, the Redeveloper shall submit to the City evidence of one or rnore commitments f6r, financing wN,hich, together with coarmitted equity fim, such constrLictioll, IS sufficie"t for Payment of the Minimum Improvements, Such commitinents may be subrnitted as short terin financing, long terITI Mortgage financing, as bridge ](,)an with a long terni, take-out financing commitment, or any conibination ofthe foregoing, b) If` the Authority finds that the financing is sufficiently committed an(] adequate in amount to pay the costs specified in paragraph (a) then the Authority *shall notify the Redeveloper ill writing o f its approval. Such approval shall not be unreasonably withheld an(] either approval or, rejection shall be given within twenty (20) (lays 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 bedeemedtoC01ISfitUteanapprovalhereunder. Ifthe Authority re.jects the evidence of financing asinadcqWite, 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)' (lays after such rejection, c) In the ewcnt ttwt there occurs a default Under any Mortgage authorized ptirsuant I ' (I Section 7'.1 of this Agreement, the Redeveloper shall cause the Authority to receive copies of away notice of" defiault received by the Redeveloper ftorn the holder of such M'ozigage. Thereafler., the Authority shall have the right, but not the obligation, to cure any such default on behall'of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. In the event. there is an event of' default under this Agreement, the Authority will trarisinit to the Holder of an), Mortgage a copy of any notice of default giveii by the Authority pursuant to Article IX of this Agreement. d) In order to fiacilitate the securing of other financing, the Authority abTees to subordinate its rights under this Agreement provided that such subordination shall be subject to such reasonable teens and conditions as the Authority and Flolder mutually agree in writing, Notwithstanding anything! to the contrary herein, any subordination agreement must include the provision described in Section 7, 1 (c). The remainder of this page is intentionally left blank,) 4689620 MNI ("'L205-23 16 ARTIC"LE, Vill N-ohibit fication Sectioll 8,1, as to Redcveloljtppq., ']'he Red eveloper represents and agrees that its Purchase cif` the RCITHIM11 Parcel, and its other undertakings pursuant to the Agreement, are, and will be used., for the purpose of redevelopment of the Ren-inant Parcel and not ficu-speculalion in land holding, Section 8.2. Ppcthib.ition i1-t- Red ve s Transfier O T, X, 'N I! I of Agv ejnqa;, The Redeveloper represents and agrees that r. nil thcTermination Date,, a) Except as, specifically described in this Agreement, the Redeveloper has not in,ade or created and will not inake 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 fbi-1.11 of 0,11, With respect to this Agreernent or the Remnant Parcel or any pail thereof or any interest fl-tereill, or any contract or agreement to dol any of the same, to any, person or entity (collectively, a Trarlsfer-), without tile prior, wvritten approval of the Authority's board of' coinmissioners. The term "Transfer" does not include (i) encumbrances made or granted by way, of security for., and only for, the pur-pose of obtaining constniction, interim or permarrent financing necessary to enable tire Redeveloper or any successor in interest to tile Remnant Parcel or to construct the Minimum firiprovenients or comporrent thereof, (ii) any lease, license, casement or similar arrangement entered into in the ordinary course of` business related to operation of the Minimum Improvements, iii) any sale, com,eyance, or transfer in any form to any Affiliate of the Redeveloper, or ally Affiliate of the; Redew,cloper"s partners. or, (iv) any sale, conveyance, or trarlsfer ofany partnershipinterestsoftheRedevelopertoanAffiliate ()f the Redeveloper or its Partners. b) if the Redeveloper seeks to effect a Transfer, the Authority shall be entitled to require as conditions to such Transfer tluW 1) Any proposed transferee shall have the qualifications arld financial responsibility, in the reasonable j Udgirient ofthe Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to tire portion of' the Remnant Parcel to be transferred; and 2) Any proposed transferee, by instrument in Writing satisfactory to tire Authority, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assurned all of' the obligations, of the Redeveloper under this Agreement as to the portion of the Remnant Parcel to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to such portion.- provided, however, that the fact that any transf'eree of, or any other successor in interest whatsoever to, the Remnant Parcel, or any pail thereof, shall not, for whatever reasom, have assumed such obligations or so agree(], and shall root (unless and only to the extent otherwise specifically provided in this Agreement or agreed 'to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to tile Remnant Parcel, the Minfinurn Improvements or any part thereof or the conStf-LICtiOT) of the 4684620 NIM ( 1,205,23 17 MilliMUM Improv, ernents; it bcing the intent of' tbe Parties as expressed in this Agreement that (to the Fullest extent permitted at law and in, equity and excepting only ill the inanner and to the extent specifically provided Otherwvise in tbis Agreement) no transfer of" Or change with respect to, ownership in the Remnant Parcel or any part thereof, or any inI te resl therein, however consurim-riated 01• OCCUTTil1g. arid Wh011er VOILintary or involuntary, shall operate, legally, oi- pnictically, to deprive or limit the Authority of` or,. Mth respect to any rights or remedies on control,,.,, provided in 01" resulting fi•oin this Agreerneilt with respect t("a the Remnant Parcel that the AL11hority would have had, had there been no such transfer or chanj,,ze. In the absence of specific written agreernent by the Authority to the contral-y, 1,1() such transfer or appr()val by the Authority thereof shall be deerned to reheve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the Remnant Parcel, ffimn any ofits obligations with respect thereto, 3) Any and all instrunlents and other legal documents involved in effecting the trarisf'er of any interest in this Agreement or the Remnant Parcel governed by this Article VIII, shall be in a f'orm reasonably satisfactory to the Authority, M If` the conditions described in paragraph (b) are satisfied, then the Transf'er Nvill be aj)proved and the Redeveloper shall be released from its obligation under this Agi-eement, as to the porlion of the Remnant Parcel that is transfen°ed, assigned, or other",ise conveyed, Unless fire Parties mutually agree othel-Nvise, The Authority will revieNN,, and respond to a request 1j.)j, within 45 days after receipt ol"a written request, Notwithstanding anything to the contrary herein. any Transfer that releases the Redeveloper from its obligations under this Agreement (or ally portion thercol) shall be approved by the Authoritys board ofcomMissioners. If the Redeveloper rernahis fully bound under this Agreement notwithstanding the Transfer, as documented in the transf'er instrwrient, the Transfer rnay be approved by the Authority Representative. The provisions ofthis, paragraph (c) apply tea all subsequent transferors, Section 8. 3, R ' el ' ease ' a , i , i " d -" I - n , dernnific , at - joii - Covenant " s , (a) The Redeveloper releases from and covenants arid agrees that the ,Authority find the City and the governing body rneiribers, officers, agents, Servants arid employees thercof'shall not be liable for and agrees to indeirinify andholdharmlesstheAuthorityandtheCityandthegoverningbodyinernbers, officers, agents, servants an(] employees thereof against any loss or darnage to property (n- any injury to or death of' any person occurring at or about or resulting from any defect in the MiniT111.1111 ImProverrients, b) Except for willful or negligent misrepresentation, misconduct or negligence of tile indemnified P,arlies (as hereafter defined), and except fbr any breach by any of the Indernilified Parties of"their obligations under this Agreement, the Redeveloper agrees to protect an(] defend the Authority and the C ity arid the governing body members, officers, agents, servants arid employees thereof' (the "Indernnified Parties"), now or forever, and further agrees to hold the Inderrinified Parties harnfless frorn any clairn, demand, suit, action or other proceeding whatsoever by any person or enmity whatsoever arising, or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construdion, installation, ownership, and operation of the Minimuin linproverrients, 46SO62,0 NIN11 (1205 23 18 C) Except fbr any negligence (,)f tjme 111(jej 11111 fi e(j Parties (as defined in clause (b) above,), and excepi fin- any breach by ariy ofthe Indemnified Parties oftheir obligatiol-Is under this Agreernew, the Indemnified P,,.irfics shall not be liable for any damage or, injury to the persons or property of the Redeveloper or its offic'ers, agents, servards or employees or any, other. person vho may be about the MilliML111-1 1111proveinenis due to any act ofnegligence ofany j)CrrS()jj. d) All covenants, stipulations. promises, agreernents and obligations of' the Authority contained herein shall be deemed to be the covenants, stipulations, promises. agreements and obligations of" the Authority and not of any governing bocly member, officer, agent, servant 01, employee ofthe Authority in the individual capacity thereof The remainder of this page is intentionally lefi blark) 4689h2% 3 NINI C1 205-23 19 Events of Default Section 9, 1. Events M'Det"bull Dcfined "I'lle following shall be '-F'vents of Del'aull" under this Agreement and the term -Event of'Deftlult- shall mean , whenever it is used in this Agreement, any one or more of the t6flowing events, after the non-defaulting party provides 30 (lays written notice to the defilUltilIg party ofthe event, but only if the event leas not been cured within said 30 days or, if tile event is by its nature incurable within 30 days, the defaulting party does not, within such 30-day period, provide assurances reasonably satisfactory to the pearly providing notice of default that the event will be Cured and will be CLITed as soon as reasonably possible: a) Fadure by the Redeveloper or the Authority to observe or- perfim-m any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement; b) The Redeveloper- i) files any petition in bankruptcy or fow any rcorganizationi, arrangement, composition, readjustment, liquidation, dissolution., or sirnilar rellefunder the United States Batik ruptcyAct or under any similar federal or- State law m 00 makes all assignment fill- benefit of its creditors, iii) admits in writing its inability to pay its debts general])), as they becorne due-, iv ) is adjudicated a bankrupt or insolvent. Section 92, Remedies " oil Default, (a) Whenever. any Event of' Default referred to in Section 9.1 of this Ag,ecrnent occurs, the tron-defaulting; party may exercise its rights under this Section 9.2 after providing thirty days written notice to [lie defaulting party of the Event of'Def'ault, but only if (fie Event of DefaUlt has not been Cured within said thirty (lays or, if' the Event of' l3efault is by its nature incurable within thirty days, the defaulting party does, riot provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect air), payments due under, this Agreement, or to entbree perfon-nance and observance ofarly obligation, agreement, or covenant under this Agreement. Section 9. 3, No Rcrnedy-p Ngj.q,5Jvc, No remedy herein conf'errcd upon or reserved to the Authority or Redeveloper is intended to be exclusive of' any other available remedy or renledics, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now, or hereafter existing at law (:)r in equity or by statute. No delay or ornission to exercise any right or power accruing upon any default shall irnimir any such right or power or shall be c(mistrued to be a waiver thereof, but any such right and power may be exercised 4689620 MNi ('1205 23 20 firom time to firne and as otter as array be deemed expedient. In order to entide the Authority to exercise an, y remedy reserved to it, it shall nc t be necessary to give nofice, other, them such notice as may be required in this Article IX, Section 9A. No Ackfitional Waiver jjm)jjq One Waiver, In the event any agreement contained in this Agreement should be breached by cither paily and thereafter waived by the other paily, such waivcr shall be limited 'to the imrticular breach so waived and shall not be deemed to wvaivc any other concun-ent, previous or subsequent breach hereunder, Airy partner of tire Redeveloper shall have the right, but not tile obligation, to cure any Event ofDefarult under this Agreenient, and the Authority and/or City shall accept SLIch cure, The reinainde• of this page is intentionally left blank) 1689620 MM C1205-23 21 MINM Additional Provisions Section 10J. Conflict of Interests- AL Rqpresentat'ves Not Indiv d " ual yLiable. The Authoilty, the City, and the Redeveloper, to the best resp"ect"i-vc-k,n`o,wJ edge, represent and agree that 110 IlleMbCr, official, or eniployee of the Authority or City shall have any personal interest, direct or Indirect, in the Agreement, nor shall any st1cf, jyj ember, official, or employce participate in any decision relating to the Agreement which affects his personal interests or the interests of any cor-poration, parinci-ship, or association in which lie is, directly or indirectly, interested, No inernber, official, or employee of the Authority or City shall be personally liable to the Redeveloper, or any successor in interest, in the event of any deftault or breach by theAuthorily or, City, or f6r any arnount which may become due to the Redevcloper Or SUCCCSS01• ol' (,)n any obligations under the terms of the Agreement, Section 10,2. E (LgLa L - f i The Redeveloper. for itself" and its successors and assi gjjS agrees that during tile construction of the Minirnum Improvements provided for in the Agreement it will comply with all applicable fe.deral, state and local equal ejnployrjrjent and non-discrin-fination laws and re. UlatioliS., Section 10.3, Res ' tjj c " ti - ons " o ' ri LJse, The Redeveloper agrees that unill the 1'ertninatioll Date, the Redevc1oper, and any successors and assigns, shall devote the Renniant Parcel to the operation of the Minuilurn briprovernents for uses described in the definition (ufsucli terni ill this Agrecillent, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the lease or rental or in the use or occupancy of the Reninant Parcel or any improvements erected oi to be erected thereon, or any part thereof, Section 10.4. Provisions Not M ...._With - - Deed, None of" the provisions of this Agreernent are intended to or shall be merged by reason of any deed transferring any interest in tile Renlriant Parcel and any such deed shall riot be deemed to affect or impair the provisions arld covenants of` this Agreement, Section 10,5, "I"'Itles of Articles and Sections. Any titles of the several parts, Articles,, and Sections of the Agreement are inserted for convenience ot'relerence only and shall be disregarded in construing or interpreting any of its provislorls. Section 10,6, Notices and Demands, Except as, otherwise expressly provided in thisNook, Agreement, a notice, demand, or other cornmuni cation under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or cer-tified nlail, postage prepaid, return receipt requested, or delivered personally-, and a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 2905 Northwest Boulevard, Suite 1510. Plyinouth, MN 5544 1-2644, Attention: Mark S. Moorhouse and Ron Mehl; with a copy to,, 408962,3 NINJ (1.205-23 22 Winthrop & Weinsfine 225 S(..)Uth Sixth Street, Suite3500 Minneapolis, NIN 55402 AtMI-I John 1.) Nolde b) in the case of the Authority or City, k addressed to or delivered personally at 590 40th Avenue NE, Columbia f leights, Minnesota 55421, Attri- Executive Director/City Marviger, or at such other address with respect to either such parly as that party rnay, froin fime to fin'ie, designate in w6ting and forward to the other as provided in this Section. Section 10.7', CO-U.11!C-m41-15. This Agreement may be executed ir) any number of' CO UlAerpails, each of which shall constitute one and the same instrument, Section 10,8, mends ' -n -ne " q This Agreernent may be amended only by written agjvement approved by the Authority and the Redeveloper, Section 10,9, AluthLO-!Y Unless otherwise specified,, any approval required by the, Authority under this Agreement may be given 'by the Authority Representative, and any approval required by the City -under this Agreement may be given by the City Representative, Section 10,10. 'I'ej-pi ' in ' ati - op ", This, Agreernent terininiates, on the Termination Date, except that terrnination ofthe Agreement does not teminate, lirrilt or affect the rights of" any party that arise before the Tennination Date, 469962%,3 NPd ( l 205-23 23 IN WITNESS WJIERF:C)F., the Authority bw, caused this Agreenient to be duly execuled ill It s naine and behalf "and its sea] to [)e hel'CUlItO daily affixed and the Redevelol-wi- has Caajsc'd this Agivennent to be duly exeCU[ed in its tranx an(I behalf oil or as of the date fil° st above written. COLUMBIA FIFIGHTS E( IONONIK"' DEVE LOPNI EN'TA UJ' TY B By Its Exec I STATE OF MINNESOTA ss OL)NI"N" OF ANOKA day ofL,..'I"he Sf6regoirig, i nstnimew wa acknowledged belbre me this, wtorthePresidentan(i Executi, 16, aiid'Walter R. 1'-ehst, ofthe Columbia 1, eights Economic Development Auth(wity, a public body politic and corporate, on behaul f" of thec Authority. Notar-y Public KsVrHLEEN SHARON SRU WE& I Notary Pub0c Minnesota wrbspm irt-'Jm 31,2017 468902 vl IIANI (1205 23 S-1 CITY CSI: 'C' C)LJJM,BlA HEIGHTS B r By lis city Mwiager STATE OF MIN NESOTA ss. COUNTY OF ANOKA The ibregmig instrument vas acknomd edged bef61 e nic this day,olf".. ITN " W" 1- .. 1"Cl., /, 2 2016. by Gary Peterson and Walter R. Felist, the Mayor aiid City Manager offhe City of Colui, bia Heights, a Minnesota municipal corporation, on behalf'pi'the (-,'ity. Notary Public 0=AT, 17 017mEK6JPw '01 4()Y,1)620 NINI ( 1-205-23 S-2 701 UMBIA HEIGHTS ASSOC" IATE,S 11, 1,11T, L,ial)lity Litnited Partnership LEASED HOUSING a MiTurwsola Limited By; C"OlUmbla Heights Leased Housing Associates 11, LU", lv General Pariner,,-7 m STATE OFMINNESOTA, ) I SS, L) N TY OF HENNEPIN Mark S. Moorhousg' Its Senior Vice Pyesident The foregoing instrument was acknowledged beft)re file this day (),f . ........ ..... . 2016 by Mark S, Moorhouse. the Scnior Vice Prcsident of CoIL1111bia fleights ],eased I-fousingAssociatesIt11,1C, , as Minnesota firnited fialbility company, the General Panner of (7olumbia Heights Leased Housing Associales, 11, 1-11P,1, a Minnesota hrruted habibly firnited partnershlp, on behealf'of the partnership, No6ory Pulflic,, 41SS9620 MM (A205 23 S-3 SC IJEDULE A REMNANTPAR( I , IEL Outiol 13, HUSet Park Anoka ("ounty, Minnesota Forrens Illropelly Torrens("erlificate No. 119344 4689620 NIN 1 (1,205 23 A-] S(,"I4EDLJLE B FORNI OFCIERTJ FICATE OF CONI PLETION The reniainder of this page is intentionally W1 blank) 4689620 NINI (1205,23 1..3-! CERTJF1(-','ATE OF COMPLETION WHEREAS, the C'(jj)ia Heights Econornic Development AWN-vity (the "Authority"), tine City of Iolumbia Heights (the "City") and Colurnbi'i Heights I-eased Housing Associates 11, 1I Ajj) Redeveloper-) entered into a certain Second Amende(] and Restated (.1ontract f6r Private Redevelopment dated October 30, 2016 ("(. ontract"); and WHERIHAS, the Contract contains certain covenants and restlicti(ilis set forth in,Artieles III and IV thereof related to completing cemain Minimum Improvements; and WHERFAS, the Redeveloper has performed said covenants and conditions insofar as it is ahle in a mariner deerned sufficient by the Authority to perrmt the execulkn) and recording of this certification, NOW, THERE"FORE, this is to certif that all construction, and other phYsical improvements related to the Minfinum Improvements specified to be one and made by the Redeveloper have been completed and the agreernents; and covenants in Amicles III and IV of the Contract have been perfimned by the Redeveloper, and this Certificate is intended to be a conclusive determination of the satisfactory tennination of the covenants and conditions of Ailicles III and IV of the Contract related to conipletion of the Minimurn [111provements, but any othercovenantsintheContractshallremair), in full fbi-ce and effect, Signature page, follows) 4689620 MNI C1205-23 Dated: COLUMBIA HER"ill"I'S 0 STATE 01"MINNESOTA SS' COUNTY OF ANOKA Authority Re resentativep The fioreping instnulient was acknowledged befibre me this day of 20 b, tile of the C"ohlinbla Heights ECMIMITIi C Development Authofity, on behalf of the Awhonty, Notary Public TMS CIOCUITIellt drafted by: Kennedy & Graven, ("hartered (MNI) 470 U.S. Bank Plaza Minneapolis, Mr N 5540,2 468",462 3 M N C L201 S -23