HomeMy WebLinkAbout2017-2833.07EXECUTION COPY
CONTRACT NO: 2017-OiO7
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By and Between
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
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COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES 111, LLLP
Dated as of. August 7, 2017
This document was drafted by:
KENNEDY & GRAVEN, Chartered (MNI)
470 U.S. Bank Plaza
Minneapolis, Minnesota 55402
Telephone. (612) 337-9300
503735v5 MNI CI-205-66
TABLE OF CONTEN'rs
PREAMBI.E ........ .............. ---- ..... ............ .........
ARTICLE I
Definitions
Section 1.I. Definitions ......... ........ ................ ................ 2
ARTICLE 11
Representations and Warranties
Section 2.1. Representations by the Authority .............. — ... ......... - ......................................... 5
Section 2.2. Representations and Warranties by the Redeveloper .......... ..............................5
ARTICLE III
Property Acquisition, Public Redevelopment Costs
Section 3.1. Status of the Redevelopment Property...... ....... ......... ............ ........ .... —7
Section 3.2. Environmental Conditions., ......... .................. --- ............... - ..... .................... .7
Section 3.3. Public Redevelopment Costs; Issuance of Note ..... ...... — ...... ...... .... -- ..... .7
Section 3.4. Payment of Administrative Costs., ................... .. - ................. ....................8
Section 15, No Business Subsidy, ..... ............... - ............ .......... ...... --- ................. 9
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements ....... ............................. ................. 10
Section 4.2. Construction Plans ......... ............ ........................................ ......... ......... — 10
Section 4.3, Completion of Construction ...... ......... ...... ..................... ...... ...... ......... I I
Section 4.4. Certificate of Completion ..... ...... ...... ..................... ....... ..................I I
Section 4.5. Records and Reports ........ ..................... ............ ......................... 1.1
Section4.6. Income Limits ..... ....................................... - ........................... .........
ARTICLE V
Insurance
Section 5.1 Insurance .............. ....... ............. ........ ................... ........ 14
Section 5.2. Subordination ...................... — .............. - ............ ......... ...... ....... ......... ......... 15
ARTICLE VI
Tax Increment; Taxes
Section 6.1. Right to Collect Delinquent Taxes ............. -- ... — .......................... ...... .......... 16
Section 6.2. Review ofTaxes ....................... ........ ................... ....... --- ... - ....... .............. 16
Section 6.3. Assessment Agreement .............. ............ ........ .............. ................... 16
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ART'IC11 VII
Financing
Section 7.1 , Generally.... ............. .............. ....... -- ........... ...... ---_ ... _ .... 18
Section 7.2. Authority's Option to Cure Default on Mortgage ....... ....... -- ...... 18
Section 7.3. Modification; Subordination., .......................... ................ I's
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Redevelopment., .................. - ...... - ................... ...... .19
Section 8.2. Prohibition Against Redeveloper's Transfer of Property and
Assigranent of Agreement ............. ...... --- ... ......... ........ .................. — 19
Section 8.3. Release and Indemnification Covenants. ............. .............. .............................21
ARTICLE IX
Events of Default
Section 9,, 1, Events of Default Defined ............. - .... ......... ... — ................... — .............. — .... 22
Section 92, Remedies on Default ........ --- ....... ....... ......................................................22
Section 9.3. No Remedy Exclusive--- ............................ - ... - .... ................................ - ... 22
Section 9.4, No Additional Waiver Implied by OneWaives....... ....... .............. —23
Section9.5. Attorney Fees .................... ............ ........................................................23
Section 9.6. Redeveloper's Remedies on Default ................................... .............................23
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable....... 24
Section 10.2. Equal Employment Opportunity ........................ ........... 24
Section 143.3. Restrictions on Use ..... ....... ............ ....... --- ....................................... 24
Section 10.4. Provisions Not Merged With Deed ............................ 24
Section 10.5. Titles of Articles and Sections .. .............. ............ 24
Section I43.6. Notices and Demands ..... ..... .................................... 24
Section 10.7. Counterparts ... ............... - ..... .................. ............... 25
Section1.0.8. Recording .................. ............. .......................... ............... 25
Section10.9. Amendment ... — ................................. ....... -- .................... 25
Section 143,1(1. Authority Approvals ........................ —.— ........ ........ .......... 25
Section 10.11. Termination .............................. — .................... ............ 25
Section 10,12, Choice of Law and Venue .... ............ ................. 25
Section 10. 13 . Estoppel Certificates ...... ............ .......................... ........... 25
SCHEDULE A Description of Redevelopment Property
SCHEDULE Authorizing Resolution
SCHEDULE Certificate of Completion
SCHEDULED Assessment .A greement
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C; .ACT FOR PRIVA'FE REDEVELOPMENT
TIES AGREEMENT', made as of the 7th day of August, 2017, by and between
COLUMBIA HEIGHT'S ECONOMIC DEVELOPMEN'T' AUTHORITY, a public body corporate
and politic under the laws of the State of Minnesota (the "Authority"), arid COLUMBIA HEIGH'I'S
LEASED HOUSING ASSOCIAT'ES 111, LLLP, a Minnesota limited liability limited partnership,
the "Redeveloper").
WITNESSETH:
WHEREAS, the Authority was established pursuant to Minnesota Statutes, Sections
469.090 to 469.1081 (hereinafter referred to as the "Act"), and was authorized to transact business
and exercise its powers by a resolution of the City Council of the City of Columbia Heights
City"); and
WHEREAS, the Authority has undertaken a program to promote economic development
and redevelopment within the City, and in this connection created a redevelopment project known
as the Downtown Central Business Redevelopment Project ("Project") pursuant to the Act, and
WHEREAS, the Authority and City approved a T`ax Increment Financing Plan (the "TIF
Plan") for the 47"' and Grand Tax Increment Financing District (the "TIF District"), a housing
district within the Project, pursuant to Minnesota Statutes, Sections 469.174 to 469. 1794 (the "TIF
Act"); and
WHEREAS, pursuant to the Act, the Authority is authorized to undertake certain activities
to facilitate the redevelopment of real property by private enterprise; and
WHEREAS, the Redeveloper intends to acquire certain property within the TIFDistrict (the
Redevelopment Property") and to construct a multifamily rental housing facility (the "Minimum
Improvements") on the Redevelopment Property, and has requested tax increment financing
assistance from the Authority to offset certain extraordinary costs of constructing such Minimum
Improvements; and
WHEREAS, the Authority believes that the redevelopment of the Redevelopment Property
pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best
interests of the City and the health, safety, morals, and welfare of its residents, and in accord with
the public purposes and provisions of the applicable State and local laws and requirements under
which the Project has been undertaken and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
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ARTICLE I
Section LL Definitions. In this Agreement, unless a different meaning clearly appears
frorn the context:
Act" means the Economic Development Authority Act, Minnesota Statutes, Sections
469.0901 to 469,10 81, as amended.
Affiliate" means with respect to any entity (a) any corporation, partnership, limited
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, acquisition,
reorganization or similar transaction involving all or Substantially all of the assets of such party (of'
such Affiliate). For the purpose hereof the words "controlling", "controlled by" and *'under
common control with" shall mean, with respect to any corporation, partnership, limited liability
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
direction of management policies of such entity, whether through ownership of voting securities or
by contract or otherwise.
Agreement" means this Agreement, as the same may be from time to tirne modified,
amended, of supplemented.
Authority" means the Columbia Heights Economic Development Authority, or any
Successor or assign.
Authority Representative" means the Executive Director of the Authority, or any person
designated by the Executive Director to act as the Authority Representative for the purposes of this
Agreement.
Authorizing Resolution" means the resolution of the Authority, substantially in the forrn of
attached Schedule B, to be adopted by the Authority to authorize the issuance of the Note.
Available Tax lnerement" means, on each Payment Date, 90 percent of the Tax Increment
attributable to the Redevelopment Property and paid to the Authority by Anoka County in the six
months preceding the Payment Date,
Business Day" means any day except a Saturday, Sunday, legal holiday, a day on which
the City is closed for business, or a day on which banking institutions in the City are authorized by
law or executive order to close.
Certificate of Completion" means the certification provided to the Redeveloper, or the
purchaser of any part, parcel or unit of the Redevelopment Property, pursuant to Section 4.4 of this
Agreement.
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City" means the City ofColurnbia Heights, Minnesota,
Construction Plans" means the plans, specifications, drawings and related documents on
the construction work to be performed by the Redeveloper on the Redevelopment Property which
a) shall be as detailed as the plans, specifications, drawings and related documents which are
submitted to the appropriate building officials of the City, and (b) shall include at least the
following for each building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan
for each floor; (5) cross sections of each (length and width),, (6) elevations (all sides); (7) landscape
plan; and (8) such other Plans or supplements to the foregoing plans, as the Authority may
reasonably request to allow it to ascertain the nature and quality of the proposed construction work,
County" means the County of Anoka, Minnesota.
Event of Default" means an action by the Redeveloper listed in Article IX of this
Agreement.
Holder" means the owner of a Mortgage,
Minimum Improvements" means the Construction by the Redeveloper on the
Redevelopment Property of a multifamily rental housing facility, consisting of approximately 173
aff'ordable rental units, and associated underground and surface parking,
Mortgage" means any mortgage made by the Redeveloper which is secured, in whole or in
part, with the Redevelopment Property and which is a permitted encumbrance pursuant to the
provisions of Article VII of this Agrreement.
Note" means the Tax Increment Revenue Note, substantially in the form contained in the
Authorizing Resolution, to be delivered by the Authority to the Redeveloper in accordance with
Section 3.3 hereof
Payment Date" means August I of the year following substantial completion of the
Minimum Improvements and each February 1. and August I thereafter pursuant to the terms of the
Note.
Project" means the Authority's Downtown Central Business Redevelopment Project,
Public Redevelopment Costs" has the meaning provided in Section 3.3(a) hereof
Redeveloper" means Columbia Heights Leased Housing Associates 111, LLIJ-I or its
permitted successors and assigns.
Redevelopment Plan" means the Authority's Redevelopment Plan for the Project, as
amended.
Redevelopment Property" has the meaning provided in Section 3.1 hereof,
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State" means the State of Minnesota,
Tax [nerement" rnearis that portion of the real property taxes which is paid with respect to
the Redevelopment Property and which is remitted to the Authority as tax increment pursuant to the
Tax Increment Act, The term Tax Increment does not i11CIUde any amounts retained by or payable
to the State auditor under Section 469. 177, subd. I I of the'l'ax Increment Act.
Tax Increment Act" or "I'll" Act") means the Tax Increment Financing Act, Minnesota
Statutes, Sections 469.174 to 469.17,94, as amended.
Tax Increment District" or -TIF District" rneans the Authority's 47"' and Grand Tax
Increment Financing District,
Tax Increment Plan" or "TIF Plan" means the Authority's Tax Increment Financing Plan
for the 47"' and Grand Tax Increment Financing District, as approved by the City and Authority on
July 10, 2017, and as it may be amended,
Tax Official" means any County assessor; County auditor; County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court,, the tax
court of the State, or the State Supreme Court,
Termination Date" means the earlier of the following: (a) the date when the Note has been
fully paid, defeased or terminated in accordance with its ten-ns; or (b) 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
hereof,
Transfer" has the meaning set forth in Section 8.2(a) hereof
Unavoidable Delays" means delays beyond the reasonable control of the party seeking to
be excused as a result thereof which are the direct result of war, terrorism, strikes, other labor
troubles, fire or other casualty to the Miniinurn Improvements, litigation commenced by third
parties which, by injunction or other similar judicial action, directly results in delays, or acts of any
federal, state or local govemmental unit (other than the Authority in exercising its rights under this
Agreement) which directly result in delays. Unavoidable Delays shall not include delays directly
caused by actions or inaction of the Redeveloper in obtaining pen-nits or governmental approvals
necessary to enable construction of the Minimum Improvements by the dates such construction is
required under Section 4.3 of this Agreement.
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ARTICLE it
Rept, isentations and Warranties
Section 2.1. Representations _l yLJjg__Authority, The Authority makes the following
representations as the basis for the undertaking on its part herein contained:
a) The Authority is an economic development authority duly organized and existing
under the laws of the State. Under the provisions of the Act, the Authority has the power to enter
into this Agreement and carry out its obligations hereunder,
b) The 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
factors and prevent the emergence of further blight at a critical location in the City, to create
increased tax base in the City, to increase affordable housing opportunities in the City, and to
stimulate further development of the TIF District and Project as a whole.
Section 2.2. Representations and Warranties by_..the Red,eveloper. The Redeveloper
represents and warrants that:
a) The Redeveloper is a limited liability limited partnership duly organized and in good
standing under the laws of the State of Minnesota, 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
State, has power to enter into this Agreement and has duly authorized the execution, delivery and
performance of this Agreement by proper action of its governing members.
b) 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 constniction of, and
so long 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,
state and federal laws and regulations (including, but not limited to, environmental, zoning,
building code and public health laws and regulations),
c) The Redeveloper has received no notice or communication from any local, state or
federal official that the activities of the Redeveloper or the Authority in the Project may be or will
be in violation of any environmental law or regulation (other than those notices or communications
of which the Authority is aware). The Redeveloper is aware of no facts the existence of which
would cause it to be in violation of or give any person a valid claim under any local, state or federal
environmental law, regulation or review procedure.
d) The Redeveloper will obtain, in a timely manner, all required perr nits, licenses and
approvals, and will meet, in a timely manner, all requirements of all applicable local, state and
federal laws and regulations which must be obtained or met before the Mimmurn Improvements
may be lawfully constructed,
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503735v5 MNI 01205-66
e) Neither the execution and delivery of this Agreement, the coo-isummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms an(]
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the
terms, conditions or provisions of any corporate restriction or any evidences of indebtedness,
agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
0 Whenever 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
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, the Developer agrees that it shall, within
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,
g) The proposed development by the Redeveloper hereunder would not occur but for
the tax increment financing assistance being provided by the Authority hereunder.
b) The Redeveloper is not currently in default under any business subsidy agreement
with any grantor, as such terms are defined in the Business Subsidy Act.
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ARTICLE III
Section 3.1. Status of the Redevelopment Property. (a) As of the date of this Agreement,
the Redeveloper has entered into a purchase agreement with a third party for the purchase of the
Redevelopment Property, If all contingencies in the purchase agreement are satisfied, the
Redeveloper will acquire the Redevelopment Property on or before June 30, 2018, The Authority
has no obligation to acquire any portion of the Redevelopment Property.
Section 3.2. Environniental Conditions, (a) 'The Redeveloper acknowledges that the
Authority makes no representations or warranties as to the condition of the soils on the
Redevelopment Property or the fitness of the Redevelopment Property for construction of' the
inimunn 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
any responsibility by the Authority or the City for any contamination of the Redevelopment
Property or poor soil conditions nor imposes any obligation on such pal-ties to participate in any
cleanup of the Redevelopment Property or correction of any soil problems (other than the financing
described in this agreement),
b) Without limiting its obligations under Section 8.3 of this Agreement the
Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the
City, and their governing body members, officers, and employees, from any claims or actions
arising out of the presence, if any, of ha7ardous wastes or pollutants existing on or in the
Redevelopment Property, unless and to the extent that such hazardous wastes or pollutants are
present as a result of the actions or omissions of the indemnitees. Nothing in this section will be
construed to limit or affect any limitations on liability of the City or Authority under State or
federal law, including without limitation Minnesota Statutes Sections 466.04 and 604.02.
Section 3.3. Public Redevelopinent Costs, Issuance of Note,
a) Generally. If the Redeveloper acquires the Redevelopment Property, in order to
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
accordance with this section. The terra "Public Redevelopment Costs" means costs of acquisition
of the Redevelopment Property, and costs of soil correction, site preparation, and public
improvements on the Redevelopment Property.
b) Terms, To reimburse the Public Redevelopment Costs incurred by Redeveloper, the
Authority shall issue and the Redeveloper shall purchase the Note in the maximum principal
amount of $1,482,000. The Authority shall issue and deliver the Note at closing on the acquisition
of the Redevelopment Property, but no principal or interest payments shall be due and payable on
the Note and no interest will accrue on the unpaid principal of the Note until the Redeveloper has
complied with the following conditions:
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503735v5 MNI C1.205-66
i) delivery, to the Authority written evidence satisfactory to the Authority that
Redeveloper has incurred Public Redevelopment Costs in an amount least equal to the
principal amount of the Note, which evidence must include copies of the paid invoices or
other comparable evidence for costs of allowable Public Redevelopment Costs ("Prove-
Up"); and
ii) submission of evidence of financing, and receipt of Authority approval of
such financing in accordance with Section 7.1.
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 tern-is of the Authorizing Resolution, which is
incorporated herein by reference,
c) 1" rtnination qfalight to Note. All conditions for delivery of the Note must benret by
no later than the date which is less than five (5) years after the date of certification of the TIF
District by the County and complies with the so-called five-year rule under Section 469.1763, subd.
3(c) of the TIF Act, If the conditions for delivery of the Note are not satisfied by the date described
in this paragraph, the Authority has no further obligations under this Section 3.3.
d) Assignment QfNote, The Authority acknowledges that the Redeveloper may assign
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 reasonably acceptable to the Authority, and
will reasonably execute any document evidencing such assignment.
e) QualVications. The Redeveloper understands and acknowledges that all Public
Redevelopment Costs must be paid by the Redeveloper and will be reimbursed from. Available Tax
Increment pursuant to the terms of the Note. The Authority makes no representations, or warranties
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 Increment prepared by 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
rely. Public Redevelopment Costs exceeding the principal amount of the Note are the sole
responsibility of Redeveloper.
Section 3.4. Pap-nent of Administrative Costs. The Authority acknowledges that
Redeveloper has deposited with the Authority $30,000, The Authority will use such deposit to pay
Administrative Costs," which terra means out of pocket costs incurred by the Authority together
with staff costs of the Authority, all attributable to or incurred in connection with the negotiation
and preparation of this Agreement, the TIF Plan, and other documents and agreements in
connection with the development of the Redevelopment Property. At Redeveloper's request, but
no more often than monthly, the Authority will provide Redeveloper with a written report including
invoices, time sheets or other comparable evidence of expenditures for Administrative Costs and
the outstanding balance of funds deposited. If at any time the Authority determines that the deposit
is insufficient to pay Administrative Costs, the Redeveloper is obligated to pay such shortfall
within 15 days after receipt of a written notice from the Authority containing evidence of the
unpaid costs. If any balance of funds deposited remains upon issuance of the Certificate of
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50-17350 MNI ('1205-66
Completion pursuant to Section 4.4 of this Agreement, the Authority shall promptly return such
balance to Redeveloper; provided that Redeveloper remains obligated to pay subsequent
Administrative Costs related to any aniendincrits to this Agrecinent requested by Redeveloper.
Upon termination of this Agreement in accordance with its tern -as, the Redeveloper remains
obk ligated under this section for Administrative Costs incurred through the effective date of
termination,
Section 3.5. No Business Subsidy. The parties agree and understand that the primary purpose
of any financial assistance to the Redeveloper under this Agreement is to facilitate development of
housing and is therefore not a "business subsidy" within the meaning of Minnesota Statutes, Sections
I I 6J.993 to I I 6J.995. 'flie Redeveloper releases and waives any clairn against the Authority and its
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
failed to comply with the Business Subsidy Act with respect to this Agreement.
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ARTICLE IV
Construction of Minimum Improvements and Public Improvements
Section 4.1. Construction of Minimum Improvements, The Redeveloper agrees that, after
acquisition of the Redevelopment 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
Redevelopment Property, in accordance with approved Construction Plan,, and at all times while
Redeveloper owns the Redevelopment Property, will operate and maintain, preserve and keep the
respective components of the Minirnun-i Improvements or cause such components be maintained,
preserved and kept with the appurtenances and every part and parcel thereof, in good repair and
condition.
Section 4.2. Construction Plans. (a) Before commencing construction of the Minimum
Improvements, the Redeveloper shall submit to the Authority Construction Plans, The Construction
Plans shall provide for the construction of the Minimum Improvements and shall be in conformity
with 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
Construction Plans conforrn to the terms and conditions of this Agreement; (ii) the Construction
Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans
conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the
Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the
funds available to the Redeveloper from all sources for construction of the Minimum
Improvements are adequate to construct the project described in the Construction Plans; and (vi) no
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
Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the
Minimum Improvements in accordance therewith. No approval by the Authority Representative
shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested
by the Redeveloper in writing at the time of submission, such Construction Plans shall be deerned
approved unless rejected in writing by the Authority Representative, in whole or in part. Such
rejections shall set forth in detail 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
Plans in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within
20 days after written notification to the Redeveloper of the rejection. The provisions ofthis Section
relating to approval, rejection and resubmission of corrected Construction Plans shall continue to
apply until the Construction Plans have been approved by the Authority. The Authority
Representative's approval shall not be unreasonably withheld, delayed or conditioned. Said
approval shall constitute a conclusive determination that the Construction Plans (and the Minimum
Improvements constructed in accordance with said plans) comply to the Authority's satisfaction
with the provisions of this Agreement relating thereto.
The Redeveloper hereby waives any and all claims and causes of action whatsoever
resulting from the review of the Construction Plans by the Authority and/or any changes in the
Construction Plans requested by the Authority that comply with applicable codes and laws. Neither
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5037350 MNI CL205-66
the Authority, the City, nor any ernployee or official of the Authority or City shall be responsible in
any manner whatsoever for any defect in the Construction Plans or in any work done pUrAtallt to
the Construction Plans, including changes req,uested by the Authority, if such changes comply with
applicable codes and laws.
b) If the Redeveloper desires to make any material change in the Construction P'lans or
any cornponent 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 tern-i
I.material" Means changes that increase or decrease construction costs by $500,000 or more. If the
Construction Plans, as modified by the proposed cliange, conform to the requirements of this
Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the
Authority shall approve the proposed change and notify the Redeveloper in writing of its approval.
Such change in the Construction Plans shall, in any event, be deei-ned approved by the Authority
unless rejected, in who,le or in part, by written notice by the Authority to the Redeveloper, setting
forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt
of the notice of such change, The Authority's approval of any such change in the Construction
Plans will not be unreasonably withheld.
Section 43. Completion of Construction. Subject to Unavoidable Delays, the Redeveloper
must commence construction of the Minimum Inipro vein ents by December 1, 2018, and
substantially complete construction of the Minimum Improvements by December 31, 2020. All
work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper
on the Redevelopment Property shall be in substantial conformity with the Construction Plans as
submitted by the Redeveloper and approved by the Authority.
The Redeveloper agrees for itself, its successors and assigns, and every successor in interest
to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and
assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the
Redevelopment Property through the construction of the Minimum Improvements thereon, and that
such construction shall in any event be commenced and completed within the period specified in
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
reports, in such detail and at such times as may reasonably be requested by the Authority, as to the
actual progress of the Redeveloper with respect to such construction.
Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the
Minimum Improvements in accordance with those provisions of the Agreement relating solely to
the obligations of the Redeveloper to construct the Minimum Improvements (including the date for
completion thereof), the Authority will furnish the Redeveloper with a Certificate of Completion in
substantially the form attached as Schedule C. Such certification by the Authority shall be a
conclusive deten-nination 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
construct the Minimum Improvements and the date for the completion thereof. Such certification
and such determination shall not constitute evidence of compliance with or satisfaction of any
obligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing
money loaned to finance the Minimum Improvements, or any part thereof,
5037350 MNI C1-205-66
b) The Certificate of Completion provided, for iii this Section 4.4 of this Agreement
shall be in Such form as will enable it to be recorded iii the proper office for the recordation of
deeds and other instruments pertaining to the Redevelopment Property. If the ,authority shall
refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of
this Agreement, the Authority shall, within thirty (30) days after written request by the
Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in
what respects the Redeveloper has failed to complete the Minimum Improvements in accordance
with the provisions of the Agreement, or is otherwise in default, and what rneasures or acts it will
be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to
obtain such certification.
c) The construction of the Minimurn Improvements shall be deemed to be commenced
when foundations are completed (as reasonably determined by the Authority Representative); and
shall be deemed to be substantially complete upon issuance of a certificate of occupancy for the
Minimurn Improvements, and upon determination by the Authority Representative that all related
site improvements on the Redevelopment Property have beert substantially completed in
accordance with approved Construction Plans, subject to landscaping and/or public art that cannot
be completed until seasonal conditions permit.
Section 4,5. Records and Reports. (a) The Authority, through any authorized
representatives, shall have the right at all reasonable times after reasonable written notice to
inspect, examine and copy all books and records of Redeveloper relating to the Minimum
Improvements. Such records shall be kept and maintained by Redeveloper through the Termination.
Date.
b) The Redeveloper also agrees to submit to the Authority written reports so as to allow
the Authority to remain in compliance with reporting requirements under state statutes. The
Authority will provide information to the Redeveloper regarding the required forrns.
Section 4.6. Income Limits. (a) The Authority and the Redeveloper understand and agree
that the TIF District will constitute a "housing district" under Section 469.174, Subd. I I of the TIF
Act. The Redeveloper covenants that, for the duration of the TIF District, it will comply with all
income requirements for a qualified residential rental project as defined in Section 142(4) of the
Internal Revenue Code (the "Code"), Specifically, the Redeveloper agrees and covenants that
100% of the units of the Minimum Improvements will be reserved for persons with incomes at or
less than 60% of areawide inedian income..
b) On or before February 2 of each year for the duration of the TIF District, the
Redeveloper shall submit evidence reasonably acceptable to the Authority, showing that the
Minimum Improvements meet the relevant income requirements. The Authority will review such
evidence to determine that the TIF District remains a housing district under the TIF Act. The
Authority expressly agrees that during any period while 100% of the units in the Redevelopment
Property are subject to income and rent limitations under Section 42 of the Code, evidence of
compliance with such Code requirements, if filed annually with the Authority, will constitute
acceptable evidence.
12
5037350 MNI CL205-66
c) If the Authority determines , based on the evidence submitted by Redeveloper, or-
receives notice from the State departinent tai' revenue, the State auditor, any Tax Official or any
court of competent jurisdiction that the Iff District does not qualify as a " housing district," such.
event shall be deerned an Event of Default under- this Agreement. In addition to any remedies
available to the Authority under Article IX hereof, the Redeveloper shall indemnify, defend and
hold harmless the Authority for any damages or costs resulting, tberefrom.
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13
503735v5 MNI CL205-66
ARTICLE V
rnTimpim
Section 5.1. Insurance. (a) 'Fhe Redeveloper will provide and maintain at all times during
the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance
Policy and, froin time to time during that period, at the request of the Authority, furnish the
Authority with proof ofpayment of premiums on policies covering the following:
i) Builders risk insurance, written on the so-called "Builder's Risk --
Completed Value Basis," in an amount equal to 100% of the principal amount of the Note,
and. with coverage available in notireporting form on the so-called "all risk" form of policy.
The interest of the Authority shall be protected in accordance with a clause in form and
content satisfactory to the Authority;
ii) Comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations, and contractual liability
insurance) together with an Owners Protective Liability Policy with limits against bodily
injury and property damage of not less than $1,000,000 for each occurrence (to accomplish
the above-required limits, an umbrella excess liability policy may be used). The Authority
shall be listed as an additional insured on the policy; and
iii) Workers' compensation insurance, with statutory coverage, provided that the
Redeveloper may be self-insured with respect to all or any part of its liability for workers'
compensation.
b) Upon completion of construction of the Minimum Improvements and prior to the
Termination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and
expense, and from time to time at the request of the Authority shall furnish proof of the payment of
premiums on, insurance as follows:
i) Insurance against loss and/or damage to the Minimum Improvements under a
policy or policies covering such risks as are ordinarily insured against by similar businesses,
ii) Comprehensive general public liability insurance, including personal injury
liability (with employee exclusion deleted), against liability for injuries to persons and/or
property, in the minimum amount for each occurrence and for each year of $ 1,000,,O00, and
shall be endorsed to show the City and Authority as additional insureds.
iii) Such other insurance, including workers' compensation insurance respecting
all employees of the Redeveloper, in such amount as is customarily carried by like
organizations engaged in like activities of comparable size and liability exposure; provided
that the Redeveloper may be self-insured with respect to all or any part of its liability for
workers' compensation.
14
5037350 MNI CL205-66
c) All insurance required in Article V of this Agreement shall be taken out and
maintained in responsible Insurance companies selected by the Redeveloper that are authorized
under the laws of the State to assume the risks covered thereby, Upon request, the Redeveloper
will deposit annually with the Authority policies evidencing all such insurance, or a certificate or
certificates or binders, of the respective insurers stating that such insurance is in force and effect.
Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision
that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided
below the arnounts required herein without giving written notice to the Redeveloper and the
Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu
of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or
a combination thereof, having the coverage required herein, in which event the Redeveloper shall
deposit with the Authority a certificate or certificates of the respective insurers as to the amount of
coverage in force upon the Minimum. Improvements.
d) The Redeveloper agrees to notify the Authority immediately in the case of darnage
exceeding $100,000 in amount to, or destruction of, the Minimurn Improvements or any portion
thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair,
reconstruct, and restore the Minimum Improvements to substantially the same or an improved
condition or value as it existed prior to the event causing such damage and, to the extent necessary
to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply the net
proceeds of any insurance relating to such damage received by the Redeveloper to the payment or
reimbursement of the costs thereof.
The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum
Improvements, regardless of whether the net proceeds of insurance received by the Redeveloper for
such purposes are sufficient to pay for the same. Any not proceeds remaining after cornpletion of
such repairs, construction, and restoration shall be the property of the Redeveloper.
e) In lieu of its obligation to reconstruct the Minimum Improvements as set forth in this
Section, the Redeveloper shall have the option of. (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
principal and accrued interest on the Note, or (ii) so long as the Redeveloper is the owner of the
Note, waiving its right to receive subsequent payments under the Note.
0 The Redeveloper and the Authority agree that all of the insurance provisions set
forth in this Article V shall terrninate upon the termination ofthis Agreement.
Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights, of
the Authority with respect to the receipt and application of any insurance proceeds shall, in all
respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant
to Article V11 of this Agreement.
15
503735v5 MNI C'1-205-66
pm
Tax Increment, • Taxes
Section 6.1. Ri to Collect Delinquent Taxes, The Redeveloper acknowledges that the
Authority is providing substantial aid and assistance in furtherance of the redevelopment described
in this Agreement, through reimbursement of the Public Redevelopment Costs. The Redeveloper
understands that the Tax Increment pledged to payment of the Public Redevelopment Costs is
derived from real estate taxes on the Minimum Improvements, which taxes must be promptly and
timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, that In
addition to the obligation pursuant to statute to pay real estate taxes,, it is also obligated by reason of
this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment
Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation
creates a contractual right on behalf of the Authority through the Termination Date to sue the
Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or
interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit,
the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees.
Section 6.2. Review of Taxes, The Redeveloper agrees that prior to the Termination Date,
it will not cause a reduction in the real property taxes paid in respect of the Redevelopment
Property through: (A) willful destruction of the Redevelopment Property or any part thereof-, or (B)
willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this
Agreement. The Redeveloper also agrees that it will not, prior to the Termination Date, apply for a
deferral of property tax on the Redevelopment Property pursuant to any law, or transfer or permit
transfer of the Redevelopment Property to any entity whose ownership or operation of the property
would result in the Redevelopment Property being exempt from real estate taxes under State law
other than any portion thereof dedicated or conveyed to the City or Authority in accordance with
this Agreement),
Section 6.3. Assessment Agreement. (a) Upon acquisition of the Redevelopment Property by
Redeveloper and deten-nination of Redeveloper's schedule of commencement and completion of
construction of the Minimum Improvements ("Schedule"), the Redeveloper shall, with the Authority,
execute an Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8,
specifying an assessor's minimum Market Value for the Redevelopment Property and Minimum
Improvements constructed thereon. The arnount of the minimum Market Value shall be $10,380,000
as of the January 2 prior to completion of construction based on the Schedule (if applicable), and
20,760,000 as of the January 2 following completion of construction based on. the Schedule and each
January 2 thereafter, notwithstanding the status of construction by such dates.
b) The Assessment Agreement shall be substantially in the foam attached hereto as
Schedule D. Not1ting in the Assessment Agreement shall limit the discretion of the assessor to assign
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.
c) Nothing in this Agreement or in the Assessment Agreement shall limit the right of the
16
5037350 MNI C1205-66
Redeveloper, or its successors and assigns, to bring a tax petition challenging a Market Value
determination that exceeds the established minimurn Market Value for the R.Wevelopment Property:
provided that if the Redeveloper brings, such a challenge, the Redeveloper must int , brrn the Authority
of such tax petition in writing. Dwing the pendency of such challenge, the Authority will pay
principal and interest on the Note only to the extent of the Available Tax Incrernent attributable to the
minii-num Market Value of the Redevelopment Property; provided that if the Redeveloper fails to
notify the Authority of the tax petition, the Authority shall have the right to withhold all payments of
principal and interest on the Note until the Redevelopers challenge is resolved. Upon resolution of
Redeveloper's tax petition, any Available Tax Increment deferred and withheld under this Section
shall be paid, without interest thereon, to the extent payable under the assessor's final determination
of Market Value.
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17
5037350 MNI CL205-66
ARTICLE V11
Section 7.1. Genel:dly. ore commencement of construction of the Minn"numa) B ef
Improvements, the Redeveloper shall subiiiit to the Authority or provide access thereto for review
by Authority staff, consultants and agents, evidence reasonably satisfactory to the Authority that
Redeveloper has available funds, or conimitinents to obtain funds, whether in the nature of
mortgage financing, 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
conditions as are normal and customary in the commercial lending industry.
b) If the Authority finds that the financing is sufficiently committed and adequate in
amount to pay the costs specified in paragraph (a) then the Authority shall notify the Redeveloper
in writing of its approval. Such approval shall not be unreasonably withheld and either approval or
rejection shall be given within twenty (20) days fi-orn the date when the Authority is provided the
evidence of financing. A failure by the Authority to respond to such evidence of financing shall be
deemed to constitute an approval hereunder. If the Authority rejects the evidence of financing as
inadequate, it shall do so in writing specifying the basis for the rejection. In any event the
Redeveloper shall submit adequate evidence of financing within ten (10) days after such rejection.
Section 7.2. Authority's Ootion to Cure Default on Mortpne, In the event that there
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 Redeveloper shall cause the Authority to
receive copies of any notice of default received by the Redeveloper from the holder of such
Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such
default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper
under the Mortgage documents, if negotiated and permitted by the Holder. In the event there is an
event of default under this Agreement, the Authority will transmit to the Holder of any Mortgage
and to the Redeveloper's Tax Credit Investor (as hereinafter defined) a copy of any notice of
default given by the Authority pursuant to Article IX of this Agreement.
Section 7.3. Modification; Subordination. In order to facilitate the securing of other
financing, the Authority agrees to subordinate its rights under this Agreement provided that such
subordination shall be subject to such reasonable teirns and conditions as the Authority and Holder
mutually agree in writing. Notwithstanding anything to the contrary herein, any subordination
agreement must include the provision described in Section 7.2.
18
503735v5 MNI CL205-66
ARTICLE Vill
Prohibitions Ap-ainst.- AssiLynment and Transfer; indemnification
Section 8. 1. R ejitation as to Redevelopment. The Redeveloper represents and agrees
that its purchase of the Redevelopment Property, and its other undertakings pursuant to the
Agreement, area and will be used, for the purpose of redevelopment of the Redevelopment Property
and not for speculation in land holding.
Section 8. 2, Prohibition A ainst Redevelopers Transfer of Property and Assignment o"
Agreement, The Redeveloper represents and agrees that until the issuance of the Certificate of
Completion for the Minimum finprovert'ients:
a) Except as specifically described in this Agreement, the Redeveloper has not made or
created and will not make or create or suffer to be made or created any total or partial sale,
assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or foram of or
with respect to this Agreement or the Redevelopment Property or any part thereof or any interest
therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a
Transfer"), without the prior written approval of the Authority's board of commissioners. The
term "Transfer" does not include (i) encumbrances made or granted by way of security for, and
only for, the purpose of obtaining construction, interim or permanent financing necessary to enable
the Redeveloper or any successor in interest to the Redevelopment Property or to construct the
Minimum Improvements or component thereof, ii) any lease, license, easement or Similar
arrangement entered into in the ordinary course of business related to operation of the Minimum
Improvements; (iii) 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
members of any of Redeveloper's partners in accordance with the applicable organizational
docurnents, or (iv) removing the general partner of Redeveloper for cause at the direction of its
limited partner(s) (whether one or more, the "Tax Credit Investor") in accordance with
Redeveloper's partnership agreement,
b) If the 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
conditions to such Transfer that:
1) any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill
the obligations undertaken in this Agreement by the Redeveloper as to the portion of the
Redevelopment Property to be transferred; and
2) Any proposed transferee, by instrument in writing satisfactory to the
Authority and in forrn recordable in the public land records of Anoka County, Minnesota,
shall, for itself and its successors and assigns, and expressly for the benefit of the Authority,
19
503735v5 MNI CL-105-66
have expressly assumed all of the obligations of the Redeveloper under this Agreement as to
the portion of the Redevelopnient Property to be transferred and agreed to be subject to all
the conditions and restrictions to which the Redeveloper is Subject as to such portion;
provided, however, that the fact that any transferee of, or any other successor in interest
whatsoever to, the Redevelopment Property, or any pail thereof, shall not., for whatever
reason, have assumed such obligations or so agreed, and shall not (unless and only to the
extent otherwise specifically provided in this Agreement or agreed to in writing by the
Authority) deprive the Authority of any rights or remedies or controls with respect to the
Redevelopment Property, the Minimum Improvements, or any part thereof or the
construction of the Minimum Improvements; it being the intent of the parties as expressed
in this Agreement that (to the fullest extent permitted at law and in equity and excepting
only in the manner and to the extent specifically provided otherwise in this Agreement) no
transfer of, or change with respect to, ownership in the Redevelopment Property or any part
thereof, or any interest therein, however consummated or occurring, and whether voluntary
or involuntary,, shall operate, legally, or practically, to deprive or limit the Authority of or
with respect to any rights or remedies on controls provided in or resulting from this
Agreement with respect to the Redevelopment Property that the Authority would have had,
had there been no such transfer or change. In the absence of specific written agreement by
the Authority to the contrary, no such transfer or approval by the Authority thereof shall be
deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement
or otherwise with respect to the Redevelopment Property, from any of its obligations with
respect thereto,
3) Any and all instruments and other legal documents involved in effecting the
transfer of any interest in this Agreement or the Redevelopivient Property governed by this
Article VIII, shall be in a form reasonably satisfactory to the Authority.
c) If the conditions, described in paragraph (b) are satisfied then the Transfer will be
approved and the Redeveloper shall be released from its obligation under this Agreement, as to the
portion of the Redevelopment Property that is transferred,, assigned, or otherwise conveyed. The
provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance with the
terms of this Article,
d) Upon issuance of the Certificate of Completion, the Redeveloper may transfer or
assign the Minimum Improvements and/or the Redeveloper's rights and obligations under this
Agreement with respect to such property without the prior written consent of the Authority;
provided that:
1) 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 shall submit to the Authority written evidence of any such transfer or
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
transfer andassurription, the Redeveloper shall remain bound by all obligations with respect
to the subject property under this Agreement-, and
20
503735v5 MNI 01205-66
ii) upon compliance: with clause (d)(i) above (whether the transfer occurred
before or alter issuance of the Certificate ofCornpletion), the R.edeveloper shall be released
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 terms of this Article.
Section 8.3. Release and Indemnification Covenants. (a) The Redeveloper releases from
and covenants and agrees that the Authority and the governing body members, officers, agents,
servants and employees thereof (the "Indemnified Parties") shall not be liable for and agrees to
indemnify and hold harinless the I ndernni fled Parties 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
Improveirients.
b) Except for any willful or negligent misrepresentation or any willful or wanton
misconduct or negligence of the Indemnified Parties, the Redeveloper agrees to protect and defend
the Indemnified Parties, now or forever, and farther agrees to hold the Indemnified Parties harmless
from any claim, demand, suit, action or other proceeding whatsoever by any person or entity
whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated
hereby or the acquisition, constrUCti011, installation, ownership, and operation of the Minimum
Improvements,
c) Except for any negligence of the Indemnified Parties (as defined in clause (b)
above), and except for any breach by any of the Indemnified Parties of their obligations under this
Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or
property of the Redeveloper or its officers, agents, servants or employees or any other person who
may be about the Minimum Improvements due to any act of negligence of any person.
d) All covenants, stipulations, promises, agreements and obligations of the Authority
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the Authority and not of any governing body member, officer, agent, servant or
employee of the Authority in the Individual capacity thereof
21
5037350 MN1 CL205-66
ARTICLE IX
Immm, M
Section 9,1, Events of Default Defined. The following shall be -Events of Default" under
this Agreeinent and the term "Event of'De-l"ault." shall mean, whenever it is used in this Agreement,
any one or more of the following events, after the non-defaulting party provides 30 days written
notice to the defaulting party of the event, but only if the event has not been cured within said 30
days or, if the event is by its nature incurable within 30 days, the defaulting party does not, within
such 30-day period, provide assurances reasonably satisfactory to the party providing notice of
default that the event will be cured and will be cured as soon as reasonably possible:
a) Failure by the Redeveloper or the Authority to observe or perform any material
covenant, condition, obligation, or agreerrient on its part to be observed or performed tinder this
Agreement; or
b) The Redeveloper-
i) files any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief tinder the United States
Bankruptcy Act or under any similar federal or State law;
or
ii) makes an assignment for benefit of its creditors;
iii) admits in writing its inability to pay its debts generally as they become due;
iv) is adjudicated a bankrupt or insolvent.
Section 9.2, Remedies on Default. whenever any Event of Default referred to in
Section 9.1 of this Agreement occurs, the non-defaulting party may:
a) Suspend its performance under this Agreement until it receives assurances that the
defaulting party will cure its Event of Default and continue its performance under the Agreement.
b) Upon an Event of Default by the Redeveloper under this Agreement, the Authority
may terminate the Note and this Agreement.
c) Take whatever action, including legal, equitable, or administrative action, which
may appear necessary or desirable to collect any payments due under this Agreement, or to enforce
performance and observance of any obligation, agreement, or covenant under this Agreement,
provided that nothing contained herein shall give the Authority the right to seek specific
perfonnance by Redeveloper of the construction of the Minimum Improvements.
Section 9.3. No Remedy Exclusive, No remedy herein conferred upon or reserved to the
Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies,
22
5037350 MNI CL205-66
but each and every such remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreement or now or hereafter- existing at law or in equity or by statute. No delay
or ornission to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power, may be exercised
frorn tinic to time and as often as may be deemed expedient. In order to entitle the Authority to
exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as
may be required in this Article I.
Section 9.4. No Additional -' laiver Iimplied by C7rr Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other
party, such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other concurrent, previous or subsequent breach hereunder.
Section 9.5. Attorney Fees. Whenever any Event of Default occurs (as determined by a
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 becorne due or for the
enforcement of performance or observance of any obligation or agreement on the part of the
Redeveloper tinder this Agreement, the Redeveloper agqees 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
expenses so incurred by the Authority.
Section 9,6 Redeveloper's Remedies on Default. If the Authority fails to make a
payment when due in accordance with the terms of Sections 3.3 and 6,3(c) of this Agreement,
Redeveloper may, after providing 30 days' written notice to the Authority of the Event of Default,
as applicable, suspend or terminate its performance under this Agreement, pen-nit Redeveloper to
suspend or terminate its performance under this Agreement and/or take whatever action at law or In
equity may appear necessary or desirable to Redeveloper to enforce performance of an outstanding
payment obligation of the Authority under this Agreement. If Redeveloper terminates its
obligations hereunder, this Agreement shall be deemed terminated and Redeveloper shall have no
further obligations hereunder.
23
5037350 MNI CL205 66
T my
Section 10.1. Conflict of Interests Authority Representatives Not lndivic ua] IL'able, TheA]
Authority and the Redeveloper, to the best of their respective knowledge, represent and agree that
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
decision relating, to the Agreement which affects his personal interests or the interests of any
corporation, partnership, or association in which lie is, directly or indirectly, interested. No
member, official, or employee of the Authority shall be personally liable to the Redeveloper, or any
successor in interest, in the event of any default or breach by the Authority or County or for any
amount which may become due to the Redeveloper or successor or on any obligations under the
terms of the Agreement.
Section 102, Equal Em 7p Opportunity. The Redeveloper, for itself and its
successors and assigns, agrees that during the construction, of the Minimurn Improvements
provided for in the Agreement it will comply with all applicable federal, state and local equal
employment and non-discrimination laws and regulations.
Section 10.3. Restrictions on Use. The Redeveloper agrees that until the Termination Date,
the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to the
operation of the Minimum Improvements for uses described in the definition of such term in this
Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in
the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any
improvements erected or to be erected thereon, or any part tbereof.
Section 10.4. Provisions Not Merged With Deed. None of the provisions of this
Agreement are intended to or shall be merged by reason of any deed transferring any interest in the
Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions
and covenants of this Agreement.
Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of the Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 10.6. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under the Agreement by either party to the
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally; and
a) in the case of the Redeveloper, is addressed to or delivered personally to the
Redeveloper at 2905 Northwest Boulevard, Suite 150, Plymouth, MN 55441, Attn: Mark S.
Moorhouse and Owen Metz; with a copy provided to the Redeveloper's fax Credit Investor if
requested by the Redeveloper by written notice to the Authority; and
24
5037350 MNI CL205-66
b) in the case of the Authority, is addressed to or delivered personally to the Autlionty
at 590 40'T' Avenue N E, Columbia Heights, Minnesota 55421, Attn: Executive Director; or at such
other address with respect to either such party as that party may, fi -on-i time to time, designate in
writing and forward to the other as provided in this Section,
Section 10.7. Counterparts, This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument,
Section 10, 8. Recordirn-,. The Authority may record this Agreement and any amendments
thereto with the Anoka County recorder. The Redeveloper shall pay all costs for recording.
Section 10.9. Amendment, This Agreement may be amended only by written agreement
approved by the Authority and the Redeveloper.
Section 10.10. Authority Approvals, Unless otherwise specified, any approval required by
the Authority under this Agreement may be given by the Authority Representative,
Section 10.1.1. Ten-nination., This Agreement terminates on the Termination Date, Upon
termnation of the A&,reernent, the Authority shall promptly execute any reasonable documents
necessary to remove this Agreement from the title records of the Redevelopment Property,
Section 10.12. Choice of Law and Venue. This Agreement shall be governed by and
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 Minnesota, and
all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based
on convenience or otherwise.
Section 10.13. Estoppel Certificates. The Authority agrees it will, from time to time upon
reasonable prior written request by Redeveloper, execute and deliver to Redeveloper and such other
parties as Redeveloper may reasonably designate, within 10 business days following the request
therefor, written certification, if true, that (a) this Agreement is unmodified and in full force and
effect (or if there have been rnodifi cations, 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
specifying any claimed defaults), and (c) certifying as to the status of completion of the Minimum
Improvements,
25
503735v5 MNI CL205-66
IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in
its name and behalf and its sea] to be hereunto duly affixed and the Redeveloper has caused this
Agreement to be duly executed in its naine and behalf on or as of the date first above written.
I I
Al
4
Ss,
COUNTY OF ANOKA
COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
lad
aaTheforinstrumentwasacknowfededbeforemethis,", y of , lCaUo'ng
the702017, by /&,, 4K, e President and Executi, Director1111-1LXand Ail/k, L -i -'
of the Columbia Heights Economic Development Authority, a public body corporate and politic, on
behalf of the Authority.
Notao public
26
5037350 MNI CA-205-66
COLUMBIA HEIGHTS LEASED HOUSING
ASSOCIATES 1.11, LLLP, a Minnesota Limited
Liability Limited Partnership
STATE OF MINNESOTA
Ss.
COUNTY OF "enn
The foregoing instrument was acknowledged before me this _:L'day of
2017 by Owen Metz, the Authorized Representative of Columbia Heights Leakd Housing
Associates 111, LLC, a Minnesota limited liability company, the General Partner of Columbia
Heights Leased Housing Associates 111, LLLP, a Minnesota limited liability limited partnership, on
behalf of the partnership.
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31 2022
27
503735v5 MNI CL205-66
Lai)
Notary PubliL-,)
SCHEDULE A,
Redevelopment Propert.y
Lots I and 2, Grand Central Lofts, according to the recorded plat thereof, Anoka County,
Mi nnesota
and
Portions of that portion of the Redevelopment Property currently described as Outlot A, Grand
Central Lofts, according to the recorded plat thereof, Anoka County, Minnesota, such property to
be replatted and the legal description to be updated prior to acquisition by Redeveloper.
A -1
503735v5 MM (1205-66
SCHEDULE R
AUTHORIZING RESOLUTION
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO.
RESOLUTION AWARDING THE SALE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAX
INCREMENT REVENUE NOTE, SERIES 20 TO
COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES
111, LLLP.
BE IT RESOLVIE'D BY the Board of Commissioners ("Board") of the Columbia Heights
Economic Development Authority, Columbia Heights, Minnesota (the "Authority") as follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The Authority and the City of Columbia Heights have approved
the establishment of its 47t" and Grand Tax Increment Financing District (the "TIE District")
within the Downtown Central Business Redevelopment Project ("Project"), and have adopted a
tax increment financing plan for the purpose of financing certain improvements within the
Project.
Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and
sell its bonds for the purpose of financing a portion of the public redevelopment costs of the
Project. Such bonds are payable from all or any portion of revenues derived from the TIE
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,
Series 20— (the "Note") For the purpose of financing certain public redevelopment costs of the
Project.
1.02. Approval of Ag[cement, Issuance, Sale, and Terms of the Note. (a) The
Contract for Private Redevelopment between the Authority and Columbia Heights Leased
Housing Associates III, LLLP (the "Owner"), as presented to the Board, is hereby 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 Agreement by
such officials shall be conclusive evidence of approval. Authority staff and officials are authorized
to take all actions necessary to perfon'n the Authority's obligations under the Agreement as a whole,
including without limitation execution of any documents to which the Authority is a party
referenced in or attached to the Agreement, all as described in the Agreement.
503735v5 MNI CL205-66 B-1
b) 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 the
meaning provided in the Agreerrient unless the context requires otherwise.
c) The Note shall be issued in the maximurn aggregate principal amount of $1,482,000
to the Owner in consideration of certain eligible costs incurred by the Owner under the
Agreement, shall be dated the date of delivery thereof, and shall bear interest at the lesser of
Owner',,, actual mortgage financing rate or 5.0%, fi•orn the date of issue: per armurn to the earlier
of maturity or prepaynient. The Note will be issued in the principal amount of Public
Redevelopment Costs submitted and approved in accordance with Section 3.3 of the Agreement.
The Note is secured by Available Tax Increment, as further described in the fon-ri of the Note
herein. The Authority hereby delegates to the Executive Director the deten-nination of the date
on which the Note is to be delivered, in accordance with the Agreement,
Section 2. Forrn of Note. The Note shall be in substantially the following forni, with
the blanks to be properly filled in and the principal and interest rate amounts adjusted as of the
date: of issue:
The remainder of this page is intentionally blank.)
5037350 MNI Cf-105-66 B-2
UNITED STATE OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT A UT HORITY
No. R-I $
TAX INCREMENT REVENUE NOTE
SERIES 20_
Date
Rate of Original Issue
20
The Columbia Heights Economic Development Authority (the "Authority") for value
received, certifies that it is indebted and hereby promises to pay to Columbia Heights Leased
Housing Associates III, LLLP or registered assigns (the "Owner"), the principal surn of
and to pay interest thereon at the rate of percent (__%) per annum, solely
from the sources and to the extent set forth herein, Capitalized terms shall have the meanings
provided in the Contract for Private Redevelopment between the Authority and the Owner, dated
as of , 2017 (the "Agreement"), unless the context requires otherwise.
I. PayMents. Principal and interest ("Payments") shall be paid on August 1, 20
and each February I and August I thereafter ("Payment Dates") to and including February 1,
20.__ (the "Maturity Date") 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
accruing from the date of Prove-Up through and including February 1, 20_ shall be
compounded semiannually on February I and August I of each year and added to principal.
Payments are payable by mail to the address of the Owner or such other address as the
Owner may designate upon thirty (30) 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
Date, is legal tender for the payment of public and private debts,
2. Interest. Interest at the rate 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
360 days and charged for actual days principal is unpaid.
3. Available Tax Increment. (a) Payments on this Note are payable on each
Payment Date solely from and in the amount of Available Tax Increment, which shall mean, on
each Payment Date, Ninety Percent (90%) of the Tax Increment attributable to the Minimum
Improvements and Redevelopment Property that is paid to the Authority by Anoka County in the
six months preceding the Payment Date,
10.17350 MNI CL205-66 B-3
b) The Authority shall have no obligation to pay principal of and Interest oil this
Note on each Payment Date frorn any source other than Available Tax Increment and the failure
of the Authority to pay the entire amount of principal or interest on this Note on any Payment
Date shall not constitute a default hereunder- as long as the Authority pays principal and interest
hereon to the extent of Available Tax Incrernent. The Authority shall have no obligation to pay
any unpaid balance of principal or accrued interest that may remain after the final Payment on
the Maturity Date.
4. Default. If on any Payment Date there has occurred and is continuing any Event
of Default under the Agreement, the Authority may withhold frorn payments hereunder under all
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 and paid,
without interest thereon, within thirty (30) days after the Event of Default is cured. If the Event
of Default is not cured in a timely manner, the Authority rnay terminate this Note by written
notice to the Owner in accordance with the Agreement.
5. Prepayment. The principal sum and all accrued interest payable under this Note is
prepayable 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
required to be rnade under this Note,
6. Nature of Obligation. This Note is one of an issue in the total principal amount of
issued to aid in financing certain public redevelopment costs and administrative
costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469,090
through 469.10:81, and is issued pursuant to an authorizing resolution (the "Resolution") duly
adopted by the Authority on _ _, 201.7, and pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469, 174
to 469.1794, 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
Note and the interest hereon shall not be deer ned to constitute a general obligation of the State of
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
principal of or interest 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
any political subdivision thereof is pledged to the payment of the principal of or interest on this
Note or other costs incident hereto.
7. Registration and Transfer. This Note is issuable only as a fully registered note
without coupons. As provided in the Resolution, and subject to certain limitations set forth
therein, this Note is transferable upon the books of the Authority kept for that purpose at the
principal office of the City Finance Director, by the Owner hereof in person or by such Owner's
attorney duly authorized in writing, upon surrender of this Note together with a written
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
required to be paid by the Authority with respect to such transfer or exchange, there will be
503735v5 MNI C1,205-66 B-4
issued in the name of the transferee a riew Note of the same aggregate piinerpal aniount, hearing
interest at the saine rate and maturing on the same dates, within 15 days after the delivery by the
Owner of its request and approval of such request by the Authority if required under the
Agreement.
Except as otherwise provided in Section 33(d) of the Agreement, this Note shall not be
transferred to any person or entity, unless the Authority has provided written consent to such
transfer,
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,
and to be performed in order to make this Note a valid and binding limited obligation of the
Authority according to its terms, have been done,, do exist, have happened, and have been
perfon-ned in due form, time and mariner as so required.
IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights
Economic Development Authority 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
above.
Executive Director
5037350 MNI CL205-66 B-5
COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTIJORITY
President
REGISTIZATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register
offf the City Finance Director, in the name cufff the person last listed below,
Date of
Re listered Owner
20__ Columbia Heights Leased Housing
Associates 111, LLLP
Federal Tax 1.1) No
503735v5 MNI CL205-66 B-6
Signature of
City Finance Director
Section 3, 'Fernis Execution and Delivery,
3.01. Denornination. 'a
numbered R-1.
The Note shall be issued as a single typewritten note
The Note shad] 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.
3.02,. Dates- Interest 1-, J Aynicnt Dates. Principal of and interest oil the Note shall be
payable by mail to the owner of record thereof as of the close of business oil the fifteenth day of
the month preceding the Payment Date, whether or not such day is a business, day.
3,03, ReListration. The Authority hereby appoints the City Finance Director to perform
the functions of registrar, transfer agent and paying agent (tile "Registrar"). The effect of"
registration and the rights and duties of the Authority and the Registrar with respect thereto shall
be as follows:
a) Register. The Registrar shall keep at its office a bond register in which tile
Registrar shall provide for the registration of ownership of the Note and the registration of
transfers and exchanges of the Note.
b) Transfer of Note. Subject to Section 3.03(d) hereof, within 15 days after
Surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied
by a written instrument of transfer, in torn reasonably satisfactory to the Registrar, duly
executed by the registered owner thereof or by an attorney duly authorized by the registered
owner in writing, and consent to such transfer by the Authority if required pursuant to the
Agreement, the Registrar shall authenticate and deliver, in the name of the designated transferee
or transferees, a new Note of a like aggregate principal amount and niatUrity, as requested by the
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.
c) Cancellation, The Note surrendered upon any transfer shall be promptly
cancelled by the Registrar and thereafter disposed of as directed by the Authority,
d) Tura ro er or fJnauthorized. Transfer. When the Note is presented to the Registrar
for transfer, the Registrar may refuse to transfer the same until it is reasonably satisfied that the
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, in its judgment,
deerns improper or unauthorized,
c) Persons Deemed Owners. The Authority and the Registrar may treat the person in
whose narne the Note is at any time registered in the bond register as the absolute owner of the
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
payments so made to any such registered owner or upon the owner's order shall be valid and
503735v5 MNI CI-205-66 B-7
effectual to satisfy and discharge the liability ofthe Authority upon such Note to the extent of the
sure or sums so paid.
f) Taxe, Fees and Q"r es, For every transter or exchange of the Note, the
Registrar may impose 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
exchange.
9) -M-u-ti-l-lt-e-d,- Lost ,—Stoleii or Destroyed Note, In case any Note shall become
mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount,
Termination Dates and tenor in exchange and substitution f6r and upon cancellation of such
mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the
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
to it that such Note 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
satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The
No 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
matured or been called for redemption in accordance with its terms, it shall not be necessary toissueanewNotepriortopayment.
3.04. Preparation and Deliver. 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
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
valid and Sufficient for all purposes, the same as if such officer had remained in office until
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.
Section 4. Security Provisions,
4.01. Pledge, The Authority hereby pledges to the payment of the principal of and
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
in accordance with the terms of the form of Note set forth in Section 2 ofthis resolution,
4.02. Bond Fund. 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
unpaid, the Authority shall maintain a separate and special "Bond Fund"' to be used tbr no
purpose other than the payment of the principal of and interest on the Note, The AuthorityirrevocablyagreestoappropriatetotheBondFundonorbeforeeachPaymentDatethe
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
503735v5 MNICL205-66 B-8
shall be transferred to the Authority's account for the TIF District upon the termination of theNoteinaccordancewithitsterms,
4.03. Addit'ona 0L—jaj—.Nj9atio,,.. The Authority will issue no other obligations secured inisI
whole or in part by Available Tax increment unless such pledge is on a subordinate basis to thepledgeontheNote.
Section 5, Certi
5.01. Certification of Proceedirugs. The officers of the Authority are hereby authorizedanddirectedtoprepareandfurnishtotheOwneroftheNotecertifiedcopiesofallproceedings
and records of the Authority, and such other affidavits, certificates, and information as may berequiredtoshowthefactsrelatingtothelegalityandmarketabilityoftheNoteasthesame
appear from the books and records under their custody and control or as otherwise known tothem, and all such certified copies, certificates, and affidavits, including any heretoforefurnished, shall be deemed representations of the Authority as to the facts recited therein.
Section 6. Effective Date, This resolution shall be effective upon approval.
Approved by the Board of Commissioners of the Columbia Heights Economic Development
Authority on 201.7.
ATTEST:
Executive Director
President
The remainder of this page is intentionally blank.)
503735v5 MNi CL205-66 B-9
SCHEDULE C
FORM OF CERTIFICATE OF COMPLETION
The remainder of this page is intentionally blank,)
503735v5 MNI CL-105-66 C -1
WHEREAS, the Columbia Heights Economic Development Authority (the "Authority") and Columbia Heights Leased Housing Associates 111, LLLP ("Redeveloper") entered into a certain
Contract for Private Redevelopment dated August 7, 2017 (the '"Contract"), recorded at the office oftheCountyRecorderofAnokaCountyasDocumentNo. and
WHEREAS, the Contract contains certain covenants and restrictions set forth in Articles
III and IV thereof related to constructing certain Minimum Improvements; and
WHEREAS, the Redeveloper has performed said covenants and conditions insofar as it is
able in a manner deemed sufficient by the Authority to permit the execution and recording of thiscertification;
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 theRedeveloperhavebeencompletedandtheagreementsandcovenantsinArticlesIIIandIVoftile
Contract relating to such construction have been perfon-ned by the Redeveloper, and this Certificate
is intended to be a conclusive deterniination of the satisfactory termination of the covenants and
conditions of Articles III and IV of the Contract related to completion of the Minimum
Improvements, but any other covenants in the Contract shall remain in full force and effect.
503735v5 NINJ C1205-66 C-2
Dated: 20 'JGHTSCOLUMBIAFlF
DEVELOPMENTAUTHORITY
E
STATE OF MINNESOTA
SS.
COUNTY OF ANOKA
Authority Representative
NERMEM
The foregoing instrument was acknowledged before me this day of20 _, by . . ..... —, the of the Columbia Heights
Economic Development Authority, a public —body "
State of Minnesota, on behalf of the authority,
and politic under the laws of the
Notary Public
This document was drafted by:
KENNEDY & GRAVEN, Chartered (MNI)
470 U.S. Bank Plaza
Minneapolis, Minnesota 55402
Telephone: 337-9300
Signature page to Certificate of Completion)
503735v5 MNJ CL205-66 C-3
SCHEDULE D
ASSESSMENT AGREEMENT
ASSESSMENT AGREEMENT
and
ASSESSOR'S CERTIFICATION
By and Between
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
and
COLUMBIA HEIGHTS LEASED HOUSING ASSOCIATES 111, LLLP
This Document was drafted by:
KENNEDY & GRAVEN, Chartered
470 J.S. Bank Plaza
Minneapolis, Minnesota 55402
D-1
503735v5 MNI ('1-205-66
ASS ESSMENTAGREEMENT
THIS AGREEMENT, made on or as of the 2017 by and between theColumbiaHeightsEcononije. Development Authority, a---p'--u---bl'i"c—bc'")'-d-'y corporate and politic (theAuthority") and Columbia Heights Leased Housing Associates Ill, Ll..,LP, a Minnesota limitedliabilitylimitedpartnership (the "Redeveloper").
WITNESSETH, that
WHEREAS, on or before the date hereof the Authority and Redeveloper have enteredintoaContractforPrivateRedevelopmentdatedAugust7, 2017 (the "RedevelopmentContract"), pursuant to which the Authority is to facilitate development of certain property in theCityofColumbiaHeightshereinafterreferredtoasthe "Property" and legally described inExhibitAhereto; and
WHEREAS, pursuant to the Redevelopment Contract the Redeveloper is obligated toconstructcertainimprovements (the "Minimum Improvements") upon the Property; and
WHEREAS, the Authority and Redeveloper desire to establish a niinimuln market valueforthePropertyandtheMinimurnImprovementstobeconstructedthereon, pursuant toMinnesotaStatutes, Section 469.177, Subdivision 8; and
WHEREAS, the Authority and the Anoka County Assessor (the "Assessor") have
reviewed the preliminary plans and specifications for the improvements and have inspected suchimprovements;
NOW, THEREFORE, the parties to this Agreement, in consideration of the promises,
covenants and agreements made by each to the other, do hereby agree as follows:
1. The minimum market value which shall be assessed for ad valorem tax purposesforthePropertydescribedinExhibitA, together with the Minimum Improvements constructedthereon, shall be $10,380,000 as of January 2, 20--, and $20,760,000 as of January 2, 20
notwithstanding the progress of construction by such date, and as of each January 2 thereafteruntilterminationofthisAgreementunderSection2hereof.
2. The minimurn market value herein established shall be of no further force andeffectandthis, Agreement shall terminate on the Termination Date, as defined in theRedevelopmentContract,
The event referred to in Section 2 of this Agreement shall be evidenced by a certificate oraffidavitexecutedbytheAuthority,
3. This Agreement shall be promptly recorded by the Authority. The Redevelopershallpayallcostsofrecording.
D-2
503735v5 MNI CL205-66
4. Neither the preambles nor provisions of this Agreement are intended to, nor shall
they be construed as, rnodifying the terms of the Redevelopment Contract betweei-I the AuthorityandtheRedeveloper,
5. This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the parties,
6. Each of the parties has authority to enter into this Agreement and to take all
actions required of it, and has taken all actions necessary to authorize tine execution and deliveryofthisAgreement,
7. In the event any provision of this Agreement shall be held invalid and
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof
8. The parties hereto agree that they will, fi -om time to time, execute, acknowledgeanddeliver, or cause to be executed, acknowledged and delivered, such supplements,
amendments and modifications hereto, and such further instrurnents as njay reasonably berequiredforcorrectinganyinadequate, or incorrect, or amended description of the Property ortheMinimumImprovementsorforcarryingouttheexpressedintentionofthisAgreement,
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,
9. 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 partieshereto.
10. This Agreement may be simultaneously executed in several counterparts,, each of
which shall be an original and all of which shall constitute but one and the same instrument.
I I. This Agreement shall be governed by and construed in accordance with the lawsoftheStateofMinnesota,
D-3
5037350 MNI CU05-66
STATE OF MINNESOTA
SS.
COUNTY OF ANOKA
by
The foregoing instrument ,vas acknowledged before me this - .. day of 20__.
and the President and Executive Director of
the Columbia Heights Econo—mic—De-v'—elo—pment Authority, on behalf of the Authority.
Notary Public
D-4
503735v5 MNI (",L22,05-66
COLUMBIA HEIGHTS LEASED HOUSING
ASSOCIATES 111, I-LLP, a Minnesota Limited
Liability Limited Partnership
By: Columbia Heights Leased Housing Associates111, LLC
Its General Partner
STATE OF MINNESOTA
Ss.
COUNTY OF
Its Authorized
The foregoing instrument was acknowledged before me this day of
20 1-1 by Owen Metz, the Authorized Representative of Columbia Heights
Leased Housing Associates 111, LLC, a Minnesota limited liability company, the General Partner
of Columbia Heights Leased Housing Associates 111, LLLP, a Minnesota limited liability limitedpartnership, on behalf of the partnership.
KERRY J KOCH
NOTARY PUBLIC
WNNESOTA
My COTWKSW F-xpfts Jan, 31 2022
D-5
503735v5 MNI C1,205-66
Notary Public
CERTIFICATION BY COUNTY ASSESSOR
I'lie undersigned, having reviewed the plans and specifications for the improvements tobeconstructedandthemarketvalueassignedtothelanduponwhichtheimprovementsaretobeconstructed, hereby certifies as follows: The undersigned Assessor, being legally responsible fortheassessmentoftheabovedescribedproperty,, hereby certifies that the values assigned to thelandandimprovementsarereasonable.
Anoka County Assessor
STATE OF MINNESOTA )
SS
COUNTY OF ANOKA
The foregoing instrument was acknowledged before me this .— day of20—, by the Assessor of Anoka County.
Notary Public
D-6
503735v5 MNI CI-205-66
EXHIBIT A of ASSESSMENT AGREEM ENT
Lots I and 2, Grand Central Lofts, according to the recorded plat thereof, Anoka County, Minnesota
and
IPOI-ti011s of Outlot A, Grand Central Lofts, according tai the recorded plat thereof, Anoka, County, Minnesota -- to be r,eplatted]
D-7
503735v5 MNI CL205-66