HomeMy WebLinkAbout2010 02-08 EDAP . EDA MEETING
City of Brooklyn Center
February 8, 2010 AGENDA
1. Call to Order
—The EDA requests that attendees turn off cell phones and pagers during the meeting. A
copy of the full City Council packet, including EDA (Economic Development Authority),
is available to the public. The packet ring binder is located at the front of the Council
Chambers by the Secretary.
2. Roll Call
3. Approval of Agenda and Consent Agenda
—The following items are considered to be routine by the Economic Development
Authority (EDA) and will be enacted by one motion. There will be no separate
discussion of these items unless a Commissioner so requests, in which event the item will
be removed from the consent agenda and considered at the end of Commission
Consideration Items.
a. Approval of Minutes
1. January 11, 2010 — Regular Session
• 4. Commission Consideration Items
a. Resolution Agreeing to Undertake the Duties of the City Under the National
Stabilization Program and Authorizing the EDA Staff to Acquire Certain
Foreclosed Homes within the City and to Execute All Instruments and Contracts
Related Thereto
Requested Commission Action:
— Motion to adopt resolution.
5. Adjournment
EDA Agenda Item No. 3a
MINUTES OF THE PROCEEDINGS OF THE
• ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BROOKLYN CENTER
IN THE COUNTY OF HENNEPIN AND THE
STATE OF MINNESOTA
REGULAR SESSION
JANUARY 11, 2010
CITY HALL — COUNCIL CHAMBERS
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to
order by President Tim Willson at 7:59 p.m.
2. ROLL CALL
President Tim Willson and Commissioners Kay Lasman, Tim Roche, Dan Ryan, and Mark
Yelich. Also present were Executive Director Curt Boganey, Director of Fiscal and Support
Services Dan Jordet, Public Works Director /City Engineer Steve Lillehaug, Director of Business
and Development Gary Eitel, Assistant City Manager /Director of Building and Community
Standards Vickie Schleuning, City Attorney Charlie LeFevere, and Carol Hamer, Timesaver Off
Site Secretarial, Inc.
• 3. APPROVAL OF AGENDA AND CONSENT AGENDA
Commissioner Lasman moved and Commissioner Ryan seconded approval of the Agenda and
Consent Agenda, and the following item was approved:
3a. APPROVAL OF MINUTES
1. December 14, 2009 — Regular Session
Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
4a. RESOLUTION NO. 2010 -01 ELECTING OFFICERS FOR THE ECONOMIC
DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN
CENTER
Executive Director Curt Boganey introduced the item, discussed the history, and stated the
purpose of the proposed resolution.
•
01/11/10 -1- DRAFT
Commissioner Ryan moved and Commissioner Roche seconded adoption of RESOLUTION
NO. 2010 -01 Electing Officers for the Economic Development Authority in and for the City of
Brooklyn Center.
Motion passed unanimously.
4b. REPORT ON ACQUISITION OF 6025 BROOKLYN BOULEVARD
Mr. Boganey provided a report on the acquisition of 6025 Brooklyn Boulevard.
Commissioner Lasman moved and Commissioner Ryan seconded to receive the Report on
Acquisition of 6025 Brooklyn Boulevard.
Motion passed unanimously.
5. ADJOURNMENT
Commissioner Ryan moved and Commissioner Roche seconded adjournment of the Economic
Development Authority meeting at 8:05 p.m.
Motion passed unanimously.
•
01/11/10 -2- DRAFT
EDA Agenda Item No. 4a
EDA COUNCIL ITEM MEMORANDUM
TO: Curt Boganey, City Manager
FROM: Tom Bublitz, EDA/HRA Specialist
J�
THRU: Gary Eitel, Business and Development Director
DATE: February 3, 2010
SUBJECT: Resolution Agreeing to Undertake the Duties of the City Under the
Neighborhood Stabilization Program and Authorizing the EDA Staff to
Acquire Certain Foreclosed Homes Within the City and to Execute All
Instruments and Contracts Related Thereto
Recommendation:
Staff recommends approval of Resolution Agreeing to Undertake the Duties of the City Under
the Neighborhood Stabilization Program and Authorizing the EDA Staff to Acquire Certain
Foreclosed Homes Within the City and to Execute All Instruments and Contracts Related
Thereto
•
Background:
The City Council companion resolution and staff memo addressed general NSP 1 information
and the NSP 1 budget. This EDA resolution addresses the items necessary to implement NSP 1
budget activities. Pursuant to the Council resolution previously considered by the City Council,
the EDA will serve as the City's agent for managing the NSP 1 program and accepts the City's
assignment of NSP 1 subrecipient responsibilities.
The specific appfovals the EDA is being asked to consider are the following:
• NSP 1 Developer Agreement (Greater Metropolitan Housing Corporation).
• First Look Program Acquisition Agreement (NSP 1).
• Access and Indemnification Agreement.
NSP 1 Developer Agreement (Greater Metropolitan Housing Comoration).
• This agreement authorizes the Greater Metropolitan Housing Corporation (GMHC) to
acquire eligible foreclosed properties, rehabilitate the properties pursuant to standards
required by the Minnesota Housing Finance Agency (MHFA) and Hennepin County and
market and sell the properties to eligible NSP 1 buyers.
• Eligible NSP 1 buyers include two distinct income groups:
o Households earning at or below $120% of Area Median Income (AMI). The
• 120% AMI group is described by the following:
p.
• One person - $70,500 •
• Two person - $80,550
• Three person - $90,600
• Four person - $100,700
A total of $862,120 of the total NSP acquisition/ rehabilitation allocation of $1,377,159 is
allocated to the 120% AMI or lower income group.
• The other NSP 1 income group consists of households at 50% AMI. NSP 1 requires that
at least 25% of NSP 1 funds must be expended on the 50% AMI group. Hennepin
County has actually required 26.9% of the total rehabilitation activity funds, or $515,039
be allocated to the 50% AMI group. The 50% AMI group is described by the following:
• One person - $29,350
• Two person - $33,550
• Three person - $37,750
• Four p erson - $41,950
• The NSP 1 Development Agreement provides that GMHC will acquire /rehab /market and
sell the homes to eligible buyers. GMHC will be required to comply with all NSP 1
requirements as part of the contract. For their services under the Contract, GMHC will
0
for rehabilitation of the eligible property. All costs will be
receive an 8 /o developer fee ab g
paid with NSP 1 funds. •
• The NSP.-1 funds must be committed to later than September 20, 2010. This means the
acquisition/rehabilitation must be com leted or at least under contract b September 20,
Y p
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2010.
• In order to meet the 50% AMI requirement, the NSP 1 Developer Agreement provides
the option of using the West Hennepin Area Land Trust (WHALT) to meet this
requirement. A land trust is designed to receive or purchase land at a nominal price for
which housing is or can be built. In turn the land trust sells the homes to work force
families with low to moderate incomes (in this case 50% AMI) and the land trust retains
ownership of the land and provides long term ground leases to home buyers to secure
their rights to use the land. A copy of a Housing Services Agreement with WHALT is
included for EDA information. The EDA is not being requested to approve the agreement
with WHALT this evening but it is being included for information and discussion
purposes this evening.
First Look Program Acauisition Agreement (NSP 1) and Access and Indemnification Agreement
• These agreements are required because a primary source of eligible foreclosed properties
for NSP 1 activities will likely be from the First Look Program.
• The First Look Program is a program of the National Community Stabilization Trust
(NCST). The NCST is a group of five national non - profit organizations that facilitate the •
conveyance of bank owned, foreclosed properties to governmental and local non - profits.
Locally, the NCST properties are administered by a newly formed non - profit called Twin
Cities Community Land Bank (TCCLB). TCCLB manages the First Look Program that
gives cities and local non - profits an opportunity to purchase bank owned foreclosed
properties before they are placed on the Multiple Listing Service (MLS).
• In order for GMHC to utilize the First Look Program on behalf of Brooklyn Center, the
EDA is required to execute the two TCCLB documents (First Look Program Acquisition
Agreement and Access and Indemnification Agreement) even though the EDA does not
intend to take title to the First Look Properties.
• The First Look Program Acquisition Agreement (NSP 1) authorizes the EDA to designate
TCCLB as an NSP 1 subrecipient to carry out acquisition of eligible properties through
the First Look Program and also establishes certain benefits, requirements and acquisition
procedures for NSP 1 developers (GMHC).
• The TCCLB Access and Indemnification Agreement sets fo rth certain requirements that
cities and/or non - profits must meet regarding access to an inspection of First Look
properties offered by TCCLB.
Budget Issues: All NSP 1 activities will be carried out with NSP 1 funds including all funds
paid to GMHC and any staff time that can be linked to a specific property for project delivery
activities.
3.
Commissioner introduced the following resolution and •
moved its adoption:
EDA RESOLUTION NO.
EDA RESOLUTION AGREEING TO UNDERTAKE THE DUTIES OF
THE CITY UNDER THE NEIGHBORHOOD STABILIZATION
PROGRAM AND AUTHORIZING THE EDA STAFF TO ACQUIRE
CERTAIN FORECLOSED HOMES WITHIN THE CITY AND TO
EXECUTE ALL INSTRUMENTS AND CONTRACTS RELATED
THERETO.
WHEREAS, the City of Brooklyn Center ( "City ") authorized the Economic
Development Authority of the City of Brooklyn Center ( "EDA ") to act on the City's behalf
to acquire, rehabilitate, and resell certain qualifying foreclosed properties pursuant to EDA's
Foreclosure Recovery Program and the terms of City Resolution 2010 -_ ; and
WHEREAS, the EDA agrees to undertake the duties necessary to act on the
City's behalf pursuant to the terms of the Foreclosure Recovery Program and City Resolution
2010 -_; and
WHEREAS, in order to expand the effectiveness of the Program, the EDA will
enter into a First Look Program Acquisition Agreement with the Twin Cities Community Land
Bank, a Minnesota nonprofit limited liability company ( "TCCLB "), which allows TCCLB to
purchase qualifying foreclosed properties, through the National Community Stabilization Trust
( "NCST ") and participating sellers under a program called "First Look ", prior to such qualifying
foreclosed properties being placed on the open market using standardized transaction formats
and pricing models to facilitate a significant purchase price adjustment for the benefit of TCCLB
( "First Look Program "); and
WHEREAS, the First Look Program requires that TCCLB provide EDA with a
list of foreclosed properties as such properties are offered through the NSCT. Thereafter, EDA
conducts its due diligence and must inform TCCLB within 24 hours if EDA or certain qualifying
NSP I Developers would like to acquire certain qualifying foreclosed properties. When EDA or
certain qualifying NSP I Developers wish to acquire certain qualifiying foreclosed property, then
TCCLB enters into a purchase agreement with the foreclosing lender with the understanding that
EDA or certain qualifying NSP I Developers will immediately thereafter acquire said property
from TCCLB; and
WHEREAS, in order for EDA to realize the benefits of its participation in the
NCST and First Look Program, its Executive Director requires certain discrete time - limited
authority, after conducting due diligence, to enter into purchase agreements or consent to certain
qualifying NSP I Developers entering into purchase agreements pursuant to the First Look
Program and City Resolution 2010 -_; and •
WHEREAS, it is the desire of EDA to establish cert ain standards and conditions
• for such acquisitions and to authorize its Executive Director to proceed therewith without
specific EDA approval of each transaction.
NOW, THEREFORE, BE IT RESOLVED by the Commissioners of the
Economic Development Authority of Brooklyn Center:
1. That the recitals set forth in this Resolution are incorporated into and made a
part of this Resolution.
2. That the Executive Director, with the assistance of EDA's legal counsel, is
hereby authorized and directed to take any and all additional steps and
actions necessary or convenient in order to accomplish the intent of this
Resolution, including but not limited to entering into appropriate agreements,
including but not limited to the following:
(a) Access and Indemnification Agreement by and between TCCLB and
EDA;
(b) First Look Program Acquisition Agreement by and between TCCLB
and EDA;
(c) NSP I Developer Agreements; and
•
delivering all such documents as may be necessary or required by the First Look Program and the
NCST to effectuate the transactions contemplated by the First Look Program Acquisition
Agreement, this Resolution, and City Resolution 2010 -_, on the conditions that:
(a) Prior to the acquisition of each qualifying property, staff conducts
appropriate due diligence to protect ERA's interests; and
(b) That the Executive Director shall report the acquisition of any property
pursuant to this Resolution at the next regular EDA meeting; and
(c) The properties acquired under the First Look Program are eligible for
the use of Neighborhood Stabilization Program funding as set forth in
the First Look Program, First Look Program Acquisition Agreement,
this Resolution, and City Resolution 2010 -_.
3. That the authority granted hereby shall expire December 31, 2010
Date President
• The motion for the adoption of the foregoing resolution was duly seconded by commissioner
and upon vote being taken thereon, the following voted in favor thereof:
•
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
i
•
• NSP I DEVELOPER AGREEMENT
(Greater Metropolitan Housing Corporation)
THIS AGREEMENT, made and entered into as of the of February, 2010
( "Effective Date "), by and between by and between the Economic Development Authority of the
City of Brooklyn Center ( "City "), a municipal corporation under the laws of the State of
Minnesota, having its principal office at 6301 Shingle Creek Parkway, Brooklyn Center,
Minnesota ( "EDA "), and the Greater Metropolitan Housing Corporation, a non - profit
corporation under the laws of Minnesota, having its principal office at 15 South Fifth Street,
Suite 710, Minneapolis, Minnesota 55402 ( "GMHC ").
RECITALS
A. Title III of Division B of the Housing and Economic Recovery Act of 2008 (Pub. L 110 -289,
1222 Stat. 2654 enacted July 30, 2009), as amended by the American Recovery and
Reinvestment Act of 2009, H.R. 1 (the "Act ") makes available to qualified entities certain
qualified grant funds termed Neighborhood Stabilization Program funds ( "NSP I Funds ")
under the FY08 CDBG Neighborhood Stabilization Program ( "NSP I ").
B. Hennepin County ( "County ") received a grant of Neighborhood Stabilization Program
( "NSP ") funds directly from the United States Department of Housing and Urban
Development ( "HUD ") and as a recipient of funds the State of Minnesota Housing Finance
Agency ( "MHFA ") received directly from HUD, both under Title III of Division B of the
Housing and Economic Recovery Act of 2008 (Public Act 110 -289), as amended ( "HERA ").
C. The City is the sub - recipient of NSP funds from County in the amount of $1,905,500.00
( "NSP I Award ") within certain approved areas of the City ( "NSP Eligible Area "), as set
forth in the City's agreement with County for the NSP Sub - Recipient Grant approved by the
Hennepin County Board of Commissioners on November 25, 2008, pursuant to County
I
Resolutions 08 -0518 and 09 -0115 and City Resolution 2009 -67 ( "Subrecipient Agreement ").
D. City authorized EDA to act on its behalf to implement NSP I under the terms of the
Subrecipient Agreement (City Resolution 2010 -_). EDA agreed to undertake City's duties
under the Subrecipient Agreement (EDA Resolution ).
E. EDA has awarded and/or will award NSP I Award to certain developers ( "NSP I
Developers ") under its Foreclosure Recovery Program for the purposes of purchasing and
rehabilitating properties that have been foreclosed upon or abandoned ( "Category B
Properties "), which constitute an eligible use of NSP I Funds pursuant to § 2301(c)(3)(B) of
the Act ( "Eligible Use Category B ").
F. Under NSP I, Category B properties must have been foreclosed upon to qualify for NSP I
assistance under the Act. Category B Properties shall be individually referred to as "Eligible
Property" and collectively referred to as "Eligible Properties ".
361206v6 MJM BR305 -90 1
G. As of the date of this Agreement, the EDA has approved the use of $1,377,159.00 of the NSP •
I Award ( "NSP I Funds ") for purchase, rehabilitation, and resale (NSP Eligible Use Category
B) of qualifying properties within the City's NSP Eligible Area ( "Eligible Properties ").
H. On April 23, 2009, HUD issued a document titled "Guidance on NSP I- Eligible Acquisition
and Rehabilitation Activities" that clarifies the use of intermediaries for acquisitions under
NSP I (the "HUD Guidance ").
I. Pursuant to the First Look Program Acquisition Agreement between EDA and Twin Cities
Community Land Bank LLC, a Minnesota nonprofit limited liability company ( "TCCLB "),
dated December 21, 2009, EDA and TCCLB will be working with the National Community
Stabilization Trust ( "NCST ") and participating sellers under a program called "First Look"
( "First Look Program ") which allows TCCLB to purchase Eligible Properties prior to such
Eligible Properties being placed on the open market using standardized transaction formats
and pricing models to facilitate a significant purchase price adjustment for the benefit of
TCCLB.
J. EDA desires GMHC to purchase, rehabilitate, and resell up to eight Eligible Properties at the
direction of EDA and GMHC has agreed to do so pursuant to the terms and conditions of this
Agreement, MHFA, County, HUD, and the Act.
K. From time to time, EDA and EDA may identify an Eligible Property through means other
than the First Look Program. This Agreement is intended to be applicable to those •
acquisitions, rehabilitations, and resales as well.
L. This Agreement is intended to satisfy the requirements of 24 CFR 570.202 and the HUD
Guidance so that Eligible Properties acquired by GMHC retain their eligibility for NSP
assistance.
M. As required by paragraph five of the Subrecipient Agreement, County provided its prior
consent to this Agreement.
N. Capitalized terms used and not defined in this Agreement shall have the meaning set forth in
that certain NSP I Notice published in the Federal Register on October 6, 2008, as amended
by those certain Revisions and Technical Corrections issued June 11, 2009.
AGREEMENT
1'. Scone of Work.
A. Developer. EDA hereby designates GMHC as an NSP I Developer to purchase,
rehabilitate, and resell Eligible Properties at the direction of EDA through the First Look
Program and in accordance with the terms and conditions of this Agreement.
B. Reports. GMHC shall provide EDA on a monthly basis with a report of its
activities under the First Look Program. •
361206v6 MJM BR305 -90 2
• C. Criteria. EDA or GMHC shall provide TCCLB with its criteria for Eligible
Properties that it would like to acquire under the First Look Program. Such criteria shall include
location, quality, price, and level of needed repairs.
D. Compliance with Required Programs. To the extent required by federal, state,
and local law and regulation, GMHC agrees to comply with the program requirements of:
1) Hennepin Housing Consortium HOME Investment Partnerships
Program Construction and Rehabilitation Standards (as of October
28, 2008);
2) 2008 national Green Communities Criteria (mandatory items only)
as modified by the 2009 -2010 Minnesota Overlay to the Green
Communities Criteria and as further defined in Section 4.07 of
MHFA's Neighborhood Stabilization Program Procedural Manual
(as of October 22, 2009) ( "Procedural Manual "); and
3) Procedural Manual
as attached and hereto incorporated into this Agreement as Exhibit B, and
4) Hennepin County Affirmative Action Policy and Commissioners'
Policies Against Discrimination;
5) Equal opportunity and discrimination provisions of 24 CFR Part
570 and all applicable State and Federal laws, rules, and
regulations and as set forth in Section 3.02 of the Procedural
Manual;
6) Section 504 of the Rehabilitation Act of 1973, as amended;
7) Lead based paint notification, inspection, testing and abatement
procedures established in 24 CFR Part 35 as referenced in 24 CFR
570.608, including but not limited to the Lead Disclosure Rule and
HUD's Lead Safe Housing Rule as set forth in Section 3.06 of the
Procedural Manual;
8) Fair housing requirements of section 104(b) and section 109 of
Title I of the Housing and Community Development Act of 1974,
as amended, including Title VI of the Civil Rights Act of 1964, the
Fair Housing Act, and other applicable fair housing laws and as set
forth in Section 3.02 of the Procedural Manual; and
9) the City's NSP Affirmative Fair Housing Marketing Plan.
GMHC further agrees to provide the EDA with a timely certification that the program
requirements listed in this Section have been met as required by law and this Agreement.
2. Term This Agreement is effective as of the Effective Date and until December 31, 2010.
3. NSP Eligible Area. The map attached to this Agreement as Exhibit A identifies the areas
• determined by the MHFA to be the City's areas of greatest need. To be eligible for NSP I Funds
361206v6 MJM BR305 -90 3
from MHFA, Eligible Properties must be located within the area identified as Tier 1. To be •
eligible for NSP I Funds directly from HUD, Eligible Properties may be located anywhere within
the City. Eligible Properties located within the area identified as Tier 1 shall be given the highest
priority for acquisition and rehabilitation activities by GMHC pursuant to this Agreement.
4. Timing. Any properties acquired by GMHC prior to the Effective Date of this
Agreement and any properties acquired by GMHC without the prior consent of EDA are not
eligible for NSP I Funds.
5. URA and Tenant Protections. GMHC shall comply with applicable acquisition and
relocation requirements in the Uniform Relocation Assistance and Real Property Acquisition Act
( "URA ") as required under 24 CFR 570.606(a) and HUD implementing regulations at 49 CFR
Part 24, including, without limitation, the voluntary acquisition provisions at 49 CFR
24.101(b)(1). Among other things, URA and its implementing regulations require documentation
of the delivery of an informational notice in substantially the form attached to this Agreement as
Exhibit C (HUD Guideform: "NSP Voluntary Acquisition of Foreclosed Property ") to each
property owner. GMHC will acquire only unoccupied properties and must certify that its
acquisition did not cause tenant displacement ( as described in URA). Further, with respect to
q P
any property foreclosed after February 17, 2009, GMHC must cooperate with TCCLB's efforts
to obtain certification from the foreclosing lender that the foreclosing lender complied with the
tenant protections in the American Recovery and Reinvestment Act of 2009 (Public Law 111 -5)
and the Protecting Tenants at Foreclosure Act of 2009 with the form attached to this Agreement
as Exhibit D ( "PTFA Certification "). If GMHC acquires an Eligible Property at the direction of
EDA through any means other than the First Look Program and that Eligible Property was
foreclosed after February 17, 2009, then GMHC must obtain certification from the foreclosing
lender that the foreclosing lender complied with the tenant protections in the American Recovery
and Reinvestment Act of 2009 (Public Law 111 -5) and the Protecting Tenants at Foreclosure Act
of 2009 using a form substantially similar to the form attached to this Agreement as Exhibit D.
6. Purchase Discount. GMHC will obtain a URA- compliant appraisal (49 CFR 24.103)
through Hennepin County dated within sixty (60) days before the final offer date of any
applicable Eligible Property and obtain a discount from the Current Market Appraised Value for
each Eligible Property of at least one percent (1 %). If the anticipated value of the Eligible
Property is $25,000 or less and the acquisition is voluntary, then review of available data by a
person qualified to make the valuation may be substituted for an appraisal.
7. Environmental Review. Prior to a commitment of NSP I Funds or "choice- limiting
action" as described in the environmental regulations at 24 CFR Part 58, GMHC and EDA will
undertake the appropriate environmental review procedures and documentation as determined,
requested, or required by the County and MHFA.
8. Acquisition, Rehabilitation, and Resale Provisions. It is the intent of the parties that
Eligible Properties acquired pursuant to this Agreement will retain their Foreclosed status
including through any subsequent sales or transfers from TCCLB to GMHC as an NSP I
Developer and through any non -NCST sales or transfers to GMHC. GMHC and EDA further
agree as follows: •
361206v6 MJM BR305 -90 4
. (a) Purpose — NSP Eligible Use Category B.
(b) Eligible Area — depicted in Exhibit A.
li i le Prop (c) Sale Price — At the closing for each E g b p y, GMHC will use its funds to
acquire each Eligible Property, plus a fifteen hundred dollar ($1500.00) First
Look Program transaction fee per Eligible Property, if applicable. At the sole
discretion of EDA, EDA may use its funds to acquire each Eligible Property.
(d) Procedures — For any acquisition pursuant to the terms of this Agreement, EDA
and GMHC will follow the acquisition, rehabilitation, and resale procedures
attached to this Agreement as Exhibit E ( "Procedures "). For First Look Program
acquisitions, GMHC will also follow the procedures attached to this Agreement as
Exhibit F ( "TCCLB Acquisition Process ") wherein the term "Developer" shall
mean GMHC.
(e) Purchase Agreement — GMHC will enter into a purchase agreement in
substantially the form attached to this Agreement as Exhibit G ( "Form Purchase
Agreement ") for each Eligible Property or group of Eligible Properties that EDA,
from time to time, requests GMHC to acquire under the First Look Program. For.
non -First Look Program properties, GMHC shall enter into a purchase agreement
only after GMHC receives the written consent of EDA.
• Title — GMHC shall acquire title from TCCLB through the First Look Pro
(� q g gr am or
from any other eligible seller pursuant to the terms of this Agreement; and GMHC
shall remain in title during the rehabilitation and resale periods and until the sale
of an Eligible Property to a qualifying end buyer.
(g) Developers Fee — EDA will pay GMHC eight percent (8 %) of GMHC's total
development cost of each Eligible Property. The development cost shall include
costs for the following: acquisition, construction or rehabilitation, contingency,
marketing and realtor services, and carrying. Upon the resale of each Eligible
Property to an end buyer, GMHC will provide EDA with an accounting.
Thereafter EDA will pay GMHC said fee. EDA will not unreasonably withhold
said fee.
(h) Resale — GMHC will market and resell each Eligible Property acquired pursuant
to this Agreement to an NSP income - eligible individual in compliance with
applicable federal, state, and local laws and regulations, including but not limited
to the continuing affordability requirements stated in the NSP I Notice, 24 CFR
92.242, 24 CFR 92.254 and the Procedural Manual. Pursuant to HUD Guidance,
the sales price of properties sold to NSP income - eligible individuals cannot
exceed total costs (acquisition, rehabilitation, and development costs).
•
361206v6 MJM BR305 -90 5
9. Documentation. GMHC must maintain the following records and reports relating to •
Eligible Properties acquired pursuant to this Agreement: appraisal, NSP informational notice
offer letter, PTFA Certification, NSP I Developer Access and Indemnification Agreement,
environmental reports, purchase agreements, settlement statements, and deed document
number /filing information per property. GMHC shall submit copies of the foregoing
documentation to EDA with respect to any Eligible Property acquired pursuant to this
Agreement.
10. Other Program Reauirements. GMHC shall carry out the acquisition activities under this
Agreement in compliance with all federal laws and regulations described in 24 CFR Part 570,
subpart K, except that (i) GMHC does not assume EDA's environmental responsibilities
described at 24 CFR 570.604; and (ii) GMHC does not assume EDA's responsibility for
initiating the review process under the provisions of 24 CFR Part 52 (Intergovernmental Review
of HUD Development Programs and Activities). GMHC shall execute the attached certifications
regarding lobbying and debarment in conjunction with the execution of this Agreement, as
provided in Exhibit H. GMHC may not incur administrative costs.
11. Suspension and Termination. If GMHC materially fails to comply with any term of this
Agreement after written notice and an opportunity to cure, this Agreement may be terminated.
The time period for said opportunity to cure will be dependent upon the relevant time period
requirements of the applicable law, regulation, program, or otherwise.
12. Notice Except as otherwise provided in Exhibit G, all communications, notices, and •
demands of any kind which either party may be required or may desire to give to or serve upon
the other shall be made in writing, and such notice shall be deemed sufficiently given if and
when it is addressed to then other party as provided below and either (a) delivered personally, (b)
deposited in the United States mail, registered or certified, with postage prepaid, (c) deposited
with an overnight delivery service for next day delivery, or (d) telecopied:
To EDA: Economic Development Authority
City of Brooklyn Center
Attention: Tom Bublitz
6301 Shingle Creek Parkway
Brooklyn Center, MN 55430
To GMHC: Greater Metropolitan Housing Corporation
Attention: Carolyn Olson
15 South Fifth Street, Suite 710
Minneapolis, MN 55402
13. Data Practices. GMHC agrees to abide by the provisions of the Minnesota Government
Data Practices Act and all other applicable State and Federal laws, rules, and regulations relating
to data privacy and confidentiality, and as any of the same may be amended.
14. Access to Records. EDA shall have the authority to review any and all procedures and
all materials, notices, and documents prepared by GMHC in implementation of this Agreement. •
3612060 MJM BR305 -90 6
• 15. Indemnification. GMHC agrees to hold harmless, indemnify and defend EDA, its elected
officials, officers, agents, and employees against any and all claims, losses, or damages,
including attorneys' fees, arising from, allegedly arising from, or related to, the provision of
services under this Agreement by GMHC, its employees, agents, officers, or volunteer workers.
16. Independent Contractor. Nothing in this Agreement is intended, nor may be construed, to
create the relationship of partners or employer /employee between the parties. GMHC, its
officers, agents, employees, and volunteers are, and will remain for all purposes and services
under this Agreement, independent contractors.
17. Entire Agreement. The entire agreement of the parties is contained in this document. This
Agreement supersedes all previous written and oral agreements and negotiations between the
parties relating to the subject matter of this Agreement.
18. Severabilitv. The invalidity, illegality or enforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, all of which shall remain in full force and effect.
19. Assignment of Agreement. The parties shall not assign this Agreement without the
express written consent of the other party.
20. Modification. No provision, term or clause of this Agreement shall be revised, modified,
• amended or waived except by an instrument in writing signed by both parties.
21. Countemarts. This Agreement may be executed in any number of counterparts and each
such counterpart shall be deemed to be an original, all of which, when taken together, shall
constitute one agreement.
22. Headings. The titles to the sections and headings of various paragraphs of this
Agreement are placed for convenience of reference only and in case of conflict, the text of this
Agreement, rather than such titles or headings shall control.
23. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of each of the parties hereto.
24. Invaliditv. If for any reason any portion or paragraph of this Agreement shall be declared
void and unenforceable by any court of law or equity, it shall only affect such particular portion
or paragraph of this Agreement, and the balance of this Agreement shall remain in full force and
effect and shall be binding upon the parties hereto.
26. Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Minnesota.
27. Obligations Limited. EDA's obligation to make payments under this Agreement is
limited entirely to NSP 1 Award funds being remitted to EDA or City in sufficient amounts and
361206v6 MJM BR305 -90 7
available for the purposes for which such payments are sought. EDA shall have no obligation to •
make payments under this Agreement from sources other than the NSP 1 Award.
(Signature pages follow.)
•
361206v6 MJM BR305 -90 8
• IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first
above written.
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF BROOKLYN CENTER, MINNESOTA
By:
Its:
By:
Its:
GREATER METROPOLITAN HOUSING
CORPORATION
• By.
Its:
(Signature page for NSP I Developer Agreement)
361206v6 MJM BR305 -90 9
EXHIBIT A •
NSP ELIGIBLE AREA
SEE MAP ON NEXT PAGE
•
361206v5 MJM BR305 -90 A-1
Census Tracts
City of Brooklyn Center
Map Date: 12 , '02`09
e
I N
' i r
i
i
Legend �E ;
NSP Tier 2
NSP Tier 1 .�
CityBorder
i ' ; i i i
• EXHIBIT B
COMPLIANCE DOCUMENTS
Hennepin Housing Consortium HOME Investment Partnerships Program Construction
and Rehabilitation Standards (as of October 28, 2008);
2008 National Green Communities Criteria (mandatory items only) as modified by the
2009 -2010 Minnesota Overlay to the Green Communities Criteria and as further defined in
Section 4.07 of MHFA's Neighborhood Stabilization Program Procedural Manual (as of
October 22, 2009) ( "Procedural manual "); and
The City's NSP Affirmative Fair Housing Marketing Plan (required by Hennepin County)
361206v5 MJM BR305 -90 B_1
EXHIBIT C •
GUIDEFORM
NSP VOLUNTARY ACQUISITION OF FORECLOSED PROPERTY
Grantee or Agency Letterhead
(date)
Dear
((City, County, State, other) , is interested in acquiring property you
own at (address) for a project receiving funding assistance
from the U.S. Department of Housing and Urban Development (HUD) under the Neighborhood
Stabilization Program (NSP).
Please be advised that the (City, County, State, other) possesses
eminent domain authority to acquire property. However, in the event you are not interested in
selling your property, or if we cannot reach an amicable agreement for the purchase of your
property, we will not pursue its acquisition under eminent domain.
Your property is not a necessary part of the proposed project and is not part of an intended,
planned, or designated project area where substantially all of the property within the area is to be •
acquired.
Under the NSP, we are required to purchase foreclosed property at a discount from its current
market appraised value. Our appraisal indicates the property's market value is
$ ' We are prepared to offer you $ to purchase your
property. This offer is less than the current market appraised value as required by the NSP.
Please contact us at your convenience if you are interested in selling your property.
In accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies
Act (URA), owner - occupants who move as a result of a voluntary acquisition are not eligible for
relocation assistance. A tenant- occupant who moves as a result of a voluntary acquisition for a
federally- assisted project may be eligible for relocation assistance. Such displaced persons may
include not only current lawful occupants, but also former tenants required to move for any
reason other than an eviction for cause in accordance with applicable federal, state, and local
law. If your property is currently tenant - occupied or a tenant lawfully occupied your property
within the past 3 months prior to our offer, we need to know immediately. Further, you should
not order current occupant(s) to move, or fail to renew a lease, in order to sell the property to us
as vacant.
If you have any questions about this notice or the proposed project, please contact
(name) , (title)
(address) , (phone) •
361206v6 MJM BR305 -90 C -1
• TEXT BELOW SHOWN FOR REFERENCE BUT WILL BE DELETED FOR THE
TEMPLATE FORM
NOTES to NSP Voluntary Acquisition of Foreclosed Property Informational Notice
1. The case file must indicate the manner in which this notice was delivered (e.g., certified mail,
return receipt requested) and the date of delivery. (See 49 CFR 24.5 and Paragraph 2 -3 J of
Handbook 1378)
2. Tenant - occupants displaced as a result of a voluntary acquisition may be entitled to URA
relocation assistance and must be so informed per 49 CFR 24.2(a)(15)(iv) — Initiations of
negotiations, and 49 CFR 24 Appendix A - 24.2(a)(15)(iv).
3. See 49 CFR 24.206 regarding eviction for cause.
4. This guideform may only be used if all of the requirements of 49 CFR 24.101(b)(1)(i) -(iv)
are met.
5. This is a guideform. It should be revised to reflect the circumstances.
•
361206v6 MJM BR305 -90 C -2
EXHIBIT D •
PTFA CERTIFICATION
SELLER'S OCCUPANCY CERTIFICATION UNDER
THE PROTECTING TENANTS AT FORECLOSURE ACT
(FOR VACANT PROPERTY ONLY)
[To be completed and signed by the seller of the property.]
Address of Property ( "Property ")
City, State Zip
The undersigned, Seller of the Property certifies to Twin Cities Community Land Bank LLC
(Buyer) that
Seller has complied with the provisions of the Protecting Tenants at Foreclosure Act, Title VII
of the Helping Families Save Their Homes Act of 2009 ( "PTFA ") in connection with the •
Property, including any requirements of the giving of notice to vacate ( "Notice ") as required
pursuant to PTFA to any bona fide tenant of the Property if any such tenant was in possession of
the Property prior to Seller's notice of foreclosure; and
At the time of the acquisition of the Property by the buyer /grantee, the Property will be delivered
vacant, unoccupied and without any party in possession or with a right to possession to the
Property.
Further, if the Property is not occupied at this time, the Seller also certifies and agrees that it has
not now and will not after the date hereof allow any person, including the former owner, to
occupy the Property under a lease or any other agreement for possession of the Property either
oral or written.
Signature of Seller
By: Date:
Name:
Its:
•
361206v6 MJM BR305 -90 D-1
• EXHIBIT E
PROCEDURES
Memorandum of Understanding
Properties, In General:
• GMHC will identify, purchase, rehabilitate, and resell up to eight Eligible Properties at the
direction of EDA where
• five of the eight properties are for subsequent resale to households earning at or
below 120% of Area Median Income, and
• three of the eight properties are for subsequent resale to households earning at or
below 50% of Area Median Income;
• except that EDA may identify, purchase, rehabilitate, and resell Eligible Property without the
assistance of GMHC, and
• EDA reserves the right and GMHC agrees to identify, purchase, rehabilitate, and resell more
than eight Eligible Properties in the event EDA approves additional funds for this purpose.
Identification of Eligible Property:
• GMHC or EDA will identify Eligible Properties.
• EDA may retain the services of a third party to assist in the identification of Eligible
Properties that GMHC could acquire under the terms of this Agreement.
• • If EDA identifies Eligible Property, EDA (in its sole discretion) may provide GMHC with
the identity of the Eligible Property.
• If GMHC identifies Eligible Property, GMHC will provide EDA with the identity of the
Eligible Property so that EDA may decide whether EDA will use NSP funds to acquire said
Eligible Property.
Purchase of Eligible Property:
• GMHC will only purchase an Eligible Property after receipt of EDA's express written
consent.
• EDA may express its written consent via email to GMHC at bbuelow @Rmhchousina.org.
• EDA will fully cooperate to meet the strict timelines of the First Look Program.
• GMHC shall be responsible for the timely completion of all NSP, County, TCCLB, and
NCST required documentation.
• GMHC agrees to purchase and hold the Eligible Properties in its name unless EDA informs
GMHC that EDA desires (in EDA's sole discretion) to hold an Eligible Property in the name
of EDA.
Rehabilitation of Eligible Property:
• After GMHC has purchased an Eligible Property, GMHC will work with EDA to identify
necessary improvements.
• GMHC and EDA will agree in writing to a rehabilitation plan that describes, at a minimum,
expenses, improvements, and deliverable dates, prior to GMHC beginning its rehabilitation
• efforts at that Eligible Property.
361206v6 MJM BR305 -90 E-1
• Upon completion of the rehabilitation of each Eligible Property to the satisfaction of EDA, •
GMHC will seek reimbursement for its rehabilitation costs as set forth in the rehabilitation
plan for each Eligible Property and in this MOU. GMHC will provide EDA and Hennepin
County with all requested information, including but not limited to receipts, prior to
receiving reimbursement funds from Hennepin County.
• With the prior approval of the EDA, GMHC may seek reimbursement for its rehabilitation
costs from Hennepin County at intermediate steps prior to the completion of the
rehabilitation plan.
• The rehabilitation plan may be amended from time to time as needed with the prior mutual
consent of EDA and GMHC.
Subsequent Resale of Certain Eligible Property to End Buyer (Non- WHAHLT):
• After GMHC completes the rehabilitation of an Eligible Property, GMHC will market said
Eligible Property and execute a purchase agreement with a qualifying end buyer whose
household income is at or below 120% of Area Median Income or at or below 50% of Area
Median Income.
• Any proceeds from the sale to the End Buyer must be returned to Hennepin County.
• Each subsequent resale of an Eligible Property must be in compliance with the requirements
of 24 CFR Part 92.254.
Subsequent Resale of Certain Eligible Property to West Hennepin Affordable Housing Land
Trust, a non - profit corporation under the laws of Minnesota ( "WHAHLT "):
• At the direction of EDA, GMHC may purchase and rehabilitate up to three Eligible •
Properties for subsequent resale by GMHC to WHAHLT for $1.00 per Eligible Property.
• Thereafter WHAHLT will resell each ro ert to a household earning at or below 50% of
P P Y g
Area Median Income the term of which are set forth in the Housing Services Agreement
s g gr
dated between EDA and WHAHLT.
• If applicable, an proceeds from the sale to WHAHLT must be returned to . Hennepin Count
PP � Y P P Y
Acquisition of Properties Outside of the NSP Eligible Area:
• In the event GMHC identifies a property in the City that is outside of the NSP Eligible Area,
GMHC will notify EDA of the availability of the property.
• If EDA wishes to acquire said property, GMHC agrees to assist EDA as needed.
Acquisition, Rehabilitation and Resale of non -NCST Eligible Properties:
• In the event GMHC or EDA identifies a property in the City through means other than NCST
and the First Look Program, GMHC or EDA will notify the other of the availability of the
property.
• If EDA wishes to acquire said property, GMHC agrees to assist EDA as set forth in this
Agreement.
Reimbursement of Funds
• GMHC will request reimbursement of NSP - eligible costs directly from County using certain
form required by County after written consent by EDA for each reimbursement request.
• With the prior approval of EDA, GMHC may submit a reimbursement request to County •
upon the resale of an Eligible Property or at any intermediate step prior to said resale.
361206v6 MJM BR305 -90 E -2
• EXHIBIT F
TCCLB ACQUISITION PROCESS
Brooklyn Center NSP 1 Development Partner Acquisitions for NSP I Rehab Program
with Twin Cities Community Land Bank as Intermediate Buyer
Step NCST
No. Timeline
1. Foreclosure redemption period ends. Over the next 2 -4 weeks, Lender -Owner ensures house is Day 1
vacant and secured. No property should be purchased if a bona fide tenant will be displaced as a
direct result of acquisition for an NSP - assisted activity. Lender must certify compliance with
tenant protections under ARRA. 24 CFR 42.305 - 42.350, 42 USC 5304(d), 49 CFR 24.2(a)(15)
2. Lender a -mails the foreclosed property addresses to NCST. NCST provides list of properties in
zip codes identified by the buyer. TCCLB posts the NCST List to Google Docs. Developers are
notified new properties are available for consideration via email.
3. For properties posted before 3 pm, each Developer is given until 9 am the following business day
to review new property lists and indicate which properties, if any, it is interested in inspecting.
For properties posted after 3 pm, each Developer is given until 11 am the following business day
to review new property lists and indicate which properties, if any, it is interested in inspecting.
Developer will update the designated field in the Google Docs form to "yes" if it is interested in
inspecting a property.
5 days
4. Entry for inspection of selected properties is made through Lender's REO Managers/Agents by
each Developer referencing the property is being inspected through the First Look program. If
Developer is interested in a property after inspection, Developer obtains BPO.
5. Within 5 business days of date property is posted, the interested Developer is required to return
to Google Docs and indicate if it wants to receive pricing for each inspected property by updating
the designated field to "yes" in Google Docs. If pricing is not desired, a reason should be
indicated. A response is due by 9 am for properties originally posted before 3 pm, 11am for
properties posted after 3 pm.
1
6. NOTE. Developers are responsible for final verification that properties selected for pricing are
within NSP 1 eligible areas or will qualify for any other development programs for which they
currently have funding.
7. TCCLB requests Lender's prices on the selected properties. Lender obtains FMV estimate and Day 6
makes appropriate adjustments to equal Lenders Adjusted Price. NCST e -mails Lender's
Adjusted Price to TCCLB. NCST Guidelines and TCCLB procedures
1
8. TCCLB posts the price of each property on Google Docs for review by interested Developers. Day 7
For prices posted by 3 pm, each Developer will have until 9 am the following business day to
indicate if it would like to proceed with purchase. For prices posted after 3 pm, each Developer
will have until 11 am the following business day to indicate if it would like to proceed with
purchase. In the event more than 1 Developer is interested in a property, priority will be as
follows: 1) Brooklyn Center Business and Development Department 2) NSP Developers 3) Other
nonprofit developers 4) Private developers 5) Nonprofit developer buying for a Private
361206v6 MJM BR305 -90 F -1
Step NCST •
No. Timeline
developer. If more than one Developer in any category is interested in a property. A lottery
system will be used to determine what order the development partners will be given priority in
purchasing the property. Developer must also send an email to infomvls @tcclandbank.org to
confirm acceptance of pricing. This email is binding.
1
9. TCCLB sends "Preliminary Acquisition Notice" to Lender re: potential interest in buying Day 8
property and extending invitation to accompany Developer -hired appraiser. Further
NCST/HUD guidance to be delivered.
10. At the time of e-mail acceptance of Lender /seller's price, Developer sends assignment to the
appraiser, along with a URA scope of work (An appraisal is needed even if the parcel will be
donated. But note: If the anticipated value does not exceed $25,000, review of available data by
a person qualified to make the valuation may be substituted for an appraisal. If Lender already
has a URA appraisal meeting NSP requirements, another appraisal is not required so long as the
NCST Purchase Agreement will be signed within 60 days from the Lender's appraisal date.)
I
11. At the time of e-mail acceptance of Lender /seller's price, Developer is responsible for
completing the NSP Initial Property Set -up form and submitting it to Tonja West - Hafner at
tonia. k.west- hafner @hennenin.co.mn.us (cc: Tom Bublitz at tbublitz @ci.brooklvn- center.mn.us
and Gary Eitel at eeitel @ci.brooklvn- center.mn.us). Ms. West - Hafner will order the appraisal,
environmental review, and lead paint inspection (pre -1978 homes).
1
12. Developer receives and reviews URA appraisal and determines whether or not to buy property at Day 10
Lender's Adjusted Price which cannot exceed URA appraisal value less (minimum) 1 percent •
discount. If approval from State Historic Preservation Office staff has not been received at this
point, offer must be conditional. A copy of the appraisal and SHPO e- mailed to TCCLB for file.
1
13. At the time of e-mail acceptance of Lender /seller's price, TCCLB sends Exhibit C -1, Voluntary
Sale Offer Letter, Exhibit C -2, Seller's Occupancy Certificate and NCST Purchase Agreement to
Lender re: URA appraisal value, price offered, no eminent domain and no displacement.
1
14. I TCCLB receives executed NCST Purchase Agreement and signed Seller's Occupancy Certificate
from Lender.
15. At the time of e-mail acceptance of Lender /seller's price, TCCLB obtains title work and verifies Day 18
that Lender will pass marketable title. TCCLB obtains earnest money from Developer within 1
business day and sends earnest money, if required, to Escrow Agent. TCCLB schedules
concurrent purchase and resale closings with Title Company. Title Company sends confirmation
closings are scheduled to all parties.
16. I TCCLB processes resale purchase agreement and forwards to Developer for review and
signature. I I
17. Lender and Title Company Closer prepare NCST closing package. TCCLB and Title Company Day 20
prepare resale closing package.
361206v6 MJM BR305 -90 F -2
Step NCST
No. Timeline
18 TCCLB and Developer review file checklist to ensure all supporting documentation is on file and
completed within 14 days of e-mail acceptance. If any documentation has not been received,
closing will be delayed until all documentation is on file.
19. Upon verification of receipt of all required documentation, including SHPO approvals, scheduled Day 25
closing date is confirmed with Title Company and TCCLB and Developer proceed to purchase
and resale closings.
20. I Developer now owns selected property.
DEFINITIONS OF ABBREVIATIONS
BPO Broker Price Opinion
FMV Fair Market Value
MLS Multiple Listing Service
NCST National Community Stabilization Trust
NCST List A list of foreclosed properties in target areas that Lenders e-mail to NCST.
NCST e -mails this list to TCCLB who then forwards it to Brooklyn Center
Business and Development Department and other Developers.
NSP Neighborhood Stabilization Program
SHPO State Historic Preservation Office
TCCLB Twin Cities Community Land Bank LLC
URA Uniform Relocation Act
•
361206v6 MJM BR305 -90 F_3
EXHIBIT G •
FORM PURCHASE AGREEMENT
NSP I PURCHASE AGREEMENT
Seller: Twin Cities Community Land Bank LLC
Buyer: Greater Metropolitan Housing Corporation
Property Address:
Parcel:
Effective Date: , 20
•
361206v6 MJM BR305 -90 G_1
I
• TABLE OF CONTENTS
Section1. Property ...................................................................................... ..............................1
Section 2. Purchase Price ............................................................................ ..............................2
Section3. Effective Date ............................................................................ ..............................2
Section 4. Evidence of Title and Remedies ................................................ ..............................2
Section 5. Closing and Possession .............................................................. ..............................3
Section 6. Conveyance of Title and Permitted Encumbrances ................... ..............................3
Section 7. Closing Adjustments and Prorations .......................................... ..............................4
Section 8. Conditions to Closing ................................................................ ..............................5
Section 9. Seller's Warranties ..................................................................... ..............................6
Section 10. Seller's Closing Documents ....................................................... ..............................7
Section 11. Buyer's Closing Documents ...................................................... ..............................8
Section 12. Property Conveyed "As Is" ........................................................ ..............................8
Section13. Voluntary Sale ........................................................................... ..............................9
Section 14. Operation Prior to Closing ......................................................... ..............................9
Section 15. Condemnation ............................................................................ ..............................9
Section16. Risk of Loss ............................................................................... ..............................9
Section17. Remedies ................................................................................... .............................10
Section 18. Conditions Precedent to Obligations of Seller .......................... .............................10
Section 19. Broker's Commission ............................................................... .............................10
Section20. Notices ...................................................................................... .............................11
Section 21. Miscellaneous Provisions .......................................................... .............................11
•
Exhibit A Legal Description
Exhibit B Contract for Purchase of First Look Program Property
a
361206v6 MJM BR305 -90 G -2
NSP I PURCHASE AGREEMENT •
THIS NSP I PURCHASE AGREEMENT ( "Agreement ") is made as of the day
of 20_, by and between Twin Cities Community Land Bank LLC, a
Minnesota nonprofit corporation ( "Seller "), and Greater Metropolitan Housing Corporation, a
Minnesota nonprofit corporation ( "Buyer ").
Recitals
A. Buyer wants to acquire certain real estate and improvements located at
, Brooklyn Center, Minnesota.
B. Seller has entered into the purchase agreement attached hereto as Exhibit B ( "Contract
for Purchase of First Look Program Property ") to acquire the Property (as defined below)
from on , or such other earlier or
later date as the Seller and may mutually agree (the "First
Look Purchase Closing Date "), and Buyer has agreed to thereafter acquire the Property
from Seller.
C. Seller and the Economic Development Authority of the City of Brooklyn Center ( "City "),
a municipal corporation under the laws of the State of Minnesota ( "EDA "), have entered
into the First Look Program Acquisition Agreement relating to the purchase of certain
Eligible Properties (as defined in, the First Look Program Acquisition Agreement) under
which EDA, or at EDA's direction Buyer, has agreed to purchase certain Eligible •
Properties (as defined therein) pursuant to a program called "First Look" ( "First Look
Program ") with the National Community Stabilization Trust ( "NCST ").
D. Whereas, the parties have determined that the Property is an Eligible Property.
E. The parties wish to define their respective rights, duties and obligations related to the
sale /purchase of the Property.
NOW, THEREFORE, in consideration of the mutual promises and the respective
agreements contained herein, the parties hereby agree as follows:
SECTION 1. PROPERTY
Seller agrees to sell and Buyer agrees to purchase the Property, together with all
hereditaments, improvements, and appurtenances, including:
(a) Property. That certain real property located in Hennepin County, Minnesota,
legally described on Exhibit A attached hereto (the "Real Estate ") together with:
(i) all buildings and improvements now or hereafter constructed or located on the
Real Estate (the "Improvements "), and (ii) all easements, interests, rights and
privileges benefiting or appurtenant to the Real Estate including, but not limited
to, all right, title and interest of Seller in, over and to any land lying in the bed of
any highway, street, road, avenue, or alley existing or proposed, in front of or •
abutting or adjoining the Real Estate, and all right, title and interest of Seller in
361206v6 MJM BR305 -90 G_3
• and to any unpaid award for the taking by eminent domain of any part of the Real
Estate or the Improvements or for damage thereto by reason of a change of grade
of any highway, street, road, avenue, or alley (the "Other Interests ") (the Real
Estate, Improvements and Other Interests will be collectively referred to as the
"Property "); and
(b) Warranties. An assignment of all of Seller's right, title and interest in and to the
warranties of title, if any, that Seller received from the former owner of the
Property at the time Seller acquired the Property (the "Warranties ").
SECTION 2. PURCHASE PRICE
The purchase price for the Property is Dollars
($ .00) ( "Purchase Price "), which is due and payable to Seller at the place of closing on
and as of the Closing Date.
SECTION 3. EFFECTIVE DATE
The "Effective Date" of this Agreement is the date upon which the Seller has executed
this Agreement.
SECTION 4. EVIDENCE OF TITLE AND REMEDIES
• Within a reasonable time after the date of this Agreement, Buyer, at its expense, will
obtain a commitment for an owner's policy of title insurance covering the Property from Old
Republic National Title Insurance Company (the "Title Company ") and provide Seller a copy of
the same. The commitment will include copies of all instruments shown as exceptions or
referred to therein. No later than five (5) days prior to the Closing Date, Buyer shall notify Seller
of any objections to title, including covenants, conditions, restrictions and easements of record.
If any objections are made, Seller will have fifteen (15) days to make title marketable or
insurable to the satisfaction of the Title Company. If Seller fails to have the exceptions removed
or satisfied within the time provided, Buyer may elect to do any of the following:
(i) Waive the objection; or
(ii) Terminate this Agreement by delivering written notice thereof to Seller without
further obligation or claim for damages between the parties.
If, prior to closing, Buyer learns of any lien against the Property or any encumbrance upon or
defect in Seller's title to the Property which has arisen because of any action on the part of Seller
after the date this Agreement has been fully executed (a "Later Objection "), Seller is obligated to
cure such Later Objection within five (5) days after receiving written notice of the Later
Objection from Buyer. If Seller fails to so cure any Later Objection, Buyer has the right to take
any of the actions specified above in (a) and (b) of this Section 4.
•
361206v6 MJM BR305 -90 G-4
SECTION 5. CLOSING AND POSSESSION
(a) Subject to the provisions of Sections 4 and 8, closing shall occur simultaneously
with the First Look Purchase Closing Date, or such other later date as Seller and
Buyer may mutually agree (the "Closing Date "), at which time Seller shall deliver
marketable or insurable title to and possession of the Property to Buyer.. The
Closing Date may be extended by agreement of Buyer and Seller. Any consent to
an extension of the Closing Date by Seller shall not be unreasonably withheld.
(b) Closing will be at the offices of the Title Company or at such other place as
designated by Buyer. At closing, Buyer shall deposit with the Title Company
sufficient funds to pay the Purchase Price as described in Section 2. Buyer also
shall pay the title insurance premium and all closing costs charged by the Title
Company for conducting the closing.
(c) Seller shall vacate the Property no later than the date of Buyer's pre- closing walk
through inspection of the Property, which date will be no earlier than two (2) days
before the Closing Date.
SECTION 6. CONVEYANCE OF TITLE AND PERNIITTED ENCUMBRANCES
Seller, at its own cost and expense or by application of the funds deposited by Buyer with
the Title Company, shall deliver to the Title Company at or prior to closing a deed [which deed
may be a Limited Warranty Deed or Quit Claim ( "Deed ")], Bill of Sale, if any, and such other •
documents as in the Title Company's opinion will, upon the receipt, filing, recording, or
registration thereof, vest in Buyer a marketable or insurable title to the Property, together with
lawful ownership of all fixtures, process utilities, or items of immovable property located thereon
or pertinent thereto, free and clear of any taxes and liens, special and pending assessments (not
assumed by Buyer), or encumbrances of any nature whatsoever, except:
(a) Restrictions, reservations, covenants and easements of record on the Effective
Date;
(b) Building and zoning laws, ordinances, state and federal regulations;
(c) Reservation of mineral or mineral rights to the State of Minnesota;
(d) General real estate taxes due and payable in the year of closing and subsequent
years; and
(e) To the extent waived by Buyer.
•
361206v6 MJM BR305 -90
G
• SECTION 7. CLOSING ADJUSTMENTS AND PROBATIONS
The following adjustments and prorations will be made at closing:
(a) Buyer shall pay all state deed tax or other taxes that must be paid in order to
record the Deed for the Property.
(b) At or before closing, Seller shall have caused to be paid all real estate taxes and
any penalties and interest thereon due and payable with respect to the Property in
all years prior to the year of closing.
(c) At or before closing, Seller shall have caused to be paid all deferred real estate
taxes (including so called "Green Acres" taxes), together with any penalties and
interest thereon, which have been deferred as of the Closing Date.
(d) At or before closing, if not previously paid by Seller, Buyer shall assume all
special assessments levied, pending or deferred against the Property as of the
Closing Date, including all deferred assessments, including all those which
become due and payable as a result of the sale of the Property to Buyer. Seller
will pay on a prorated basis any special assessments certified for payment with
the current year's real estate taxes.
(e) At closing, general real estate taxes due and payable in the year of closing shall be
• prorated between Buyer and Seller as of the First Look Purchase Closing Date on
a calendar year basis. In the event taxes for the current year are unavailable or
unknown, said taxes shall be prorated on the basis of the taxes for the prior year.
(f) Buyer shall pay all real estate taxes due and payable in the year following closing
and all subsequent years thereafter, if any.
(g) Buyer shall reimburse Seller the cost paid by Seller for an appraisal of the
Property.
(h) Buyer shall reimburse Seller the cost paid by Seller to Purchase the Property
pursuant to the First Look Program; such costs shall include the closing fee, the
cost of commitment for an owner's policy, the cost of an owner's policy of title
insurance, the cost of recording all documents necessary to place title to the
Property in the name of Seller, and the cost of miscellaneous items as evidenced
by the closing statement for the closing of Seller's purchase of the Property under
the First Look Program.
(i) Buyer shall pay to the Seller an administrative fee of Fifteen Hundred and No /100
Dollars ($1,500.00).
361206v6 MJM BR305 -90 G_6
SECTION 8. CONDITIONS TO CLOSING •
This Agreement is hereby expressly made subject to the following conditions having
been complied with on or before the Closing Date or as otherwise specified:
(a) First Look. Seller has purchased the Property pursuant to the NCST First Look
Purchase Agreement and in compliance with the First Look Program Acquisition
Agreement between Buyer and the Seller and title to the Property has been
delivered to Seller.
(b) Seller Acquisition Documents. If the First Look Purchase Closing Date occurs
prior to the Closing Date, Seller shall provide to Buyer copies of all closing
documents from Seller's purchase of the Property, including a marked copy of the
title commitment along with all documentation as required under the First Look
Program Acquisition Agreement between Buyer and Seller.
(c) Representations and Warranties. The representations and warranties of Seller that
are contained in this Agreement are true as of the Effective Date and the Closing
Date and are intended to survive the closing.
(d) Title Buyer must be able to acquire marketable or insurable title to the Property.
(e) Title Policy. Buyer must be able to obtain a title insurance policy for the Property
in a form and substance that is satisfactory to Buyer (the "Title Policy ").
(f) Performance of Seller's Obligations. From the date of this Agreement until the
Closing Date, Seller shall have performed all of Seller's obligations under this
Agreement, as and when required by this Agreement, and Seller shall have
delivered Seller's Closing Documents (as defined below) to Buyer in accordance
with Section 10.
(g) Site, Soil and Environmental Testing. Seller shall have allowed Buyer, its
contractors or agents, access to the Property without charge and at all reasonable
times for the purpose of site, soil and environmental investigation and testing of
the Property. Buyer shall have paid all costs and expenses of such investigation
and testing and shall hold Seller harmless from all costs and liabilities relating
thereto (except for such costs and liabilities that may arise in connection with the
remediation of any pre- existing hazardous waste or pollution problem that is
discovered as a result of such investigation and testing). Buyer shall further repair
and restore any damage to the Property caused by or occurring during Buyer's
investigation and testing and return the Property to substantially the same
condition as existed prior to such entry. In addition, Buyer shall provide Seller
with copies of all reports and tests on the Property that have been obtained by
Buyer, if Buyer does not purchase the Property.
(h) Leases The Property is not subject to any leases or occupancy agreements.
•
361206v6 MJM BR305 -90 G -7
. (i) Assumption of Seller's Obligations. Buyer shall assume all of Seller's obligations
and responsibilities under the NCST First Look Purchase Agreement.
Any and all of the foregoing conditions are for the benefit of Buyer, except items 8(a)
and 8(e), and may be waived, in writing, by Buyer. If any of the foregoing conditions are not
satisfied, Buyer shall have the right to terminate this Agreement without further obligation or
claim for damages between the parties hereto. If items 8(a) or 8(e) are not satisfied, Seller shall
have the right to terminate this Agreement without further obligation or claim for damages
between the parties hereto.
SECTION 9. SELLER'S WARRANTIES
As an inducement to Buyer entering into this Agreement, and as part of the consideration
therefor, Seller represents and warrants to Buyer that as of the Closing Date:
(a) Authority. This Agreement has been duly executed and delivered; all of Seller's
Closing Documents to be signed by Seller will have been duly executed and
delivered at closing; such execution, delivery and performance by Seller does not
and will not conflict with or result in a violation of any judgment, order, or decree
of any court or arbiter to which Seller is a party or by which it is bound; this
Agreement and the closing documents that will be signed by Seller will contain
the valid and binding obligations of Seller and be enforceable in accordance with
their terms.
(b) Title to Propertv. Seller owns the Property, free and clear of all liens,
encumbrances and encroachments, recorded or unrecorded, except as may be
disclosed in the Title Commitment.
(c) Permits. To the best of Seller's knowledge, no permits are required from any
governmental entity in order to operate the Property as it is now operated.
Storage Tanks. To the extent storage tanks exist on or under the Property, such
(d ) g P
storage tanks have been duly registered with all appropriate regulatory and
governmental bodies and are, to the best of Seller's knowledge, otherwise in
compliance with applicable federal, state and local statutes, regulations,
ordinances and other regulatory requirements.
(e) Rights of Others to Purchase Property. Other than the NCST First Look Purchase
Agreement, Seller has not entered into any other contracts for the sale of the
Property, nor are there any rights of first refusal or options to purchase the
Property or any other rights of others that might prevent the consummation of this
Agreement.
(f) Sellers Defaults. To the best of Sellers knowledge, Seller is not in default of any
of its obligations or liabilities regarding the Property.
. (g) Proceedings. To the best of Seller's knowledge, there are no claims, actions,
suits, proceedings or investigations pending or, to Seller's knowledge, threatened,
361206v6 MJM BR305 -90 G_8
including bankruptcy proceedings, by any governmental department or agency, or •
any corporation, partnership, entity or person, which in any manner or to any
extent may affect: (i) the Property; (ii) Seller's right, title and interest in and to
any part or all of the Property; or (iii) Seller's ability to vest in Buyer a fee simple
ownership interest in the Property free and clear of any and all liens and rights of
redemption.
(h) Agents and Emplovees. No management agents or other personnel employed in
connection with the operation of the Property employed by Seller have the right to
continue such employment after the Closing Date. There are no claims for
brokerage commissions or other payments with respect to any leasing of all or any
part of the Property that will survive and remain unpaid after the Closing Date.
(i) Wells Seller shall disclose knowledge of any wells located on the Property.
(j) Sewage Treatment Svstem. To Seller's knowledge there is no individual sewage
treatment system on or serving the Property, a straight pipe- system does not exist
and a previous inspection report does not exist, or if a previous inspection report
exists, such report is attached to this Agreement.
(k) Geotechnical and Environmental Disclosures. Except as disclosed to Buyer and
in this Agreement or any exhibit hereto, to the best of Seller's information and
belief, Seller is not aware of any geotechnical problems on the Property or
contaminants, pollutants, hazardous wastes or hazardous substances present upon •
the Property in amounts that constitute a violation of any federal or state statute or
regulation or local ordinance.
(1) Public Improvements and Assessments. Seller has not received notice of any new
public improvement project(s) or assessments, the cost of which a governmental
entity may assess against the Property.
(m) Methamphetamine. To Seller's knowledge, no methamphetamine production has
occurred on the Property.
Each of the representations and warranties contained in this Agreement shall survive the
closing and the consummation of this Agreement by Buyer with knowledge of any such breach
by Seller will not constitute a waiver or release by Buyer of any claims due to such breach.
SECTION 10. SELLER'S CLOSING DOCUMENTS
On the Closing Date, Seller shall execute and/or deliver to the Title Company, with
copies to Buyer, and make arrangements to have the closing agent record or file in the
appropriate county land records any documents necessary to establish the marketability or
insurability of Seller's title to the Property, including the following (collectively, the "Seller's
Closing Documents "):
(a) Deed A Limited Warranty Deed conveying the Property to Buyer in the manner .
described in Section 6 herein.
3612060 MJM BR305 -90 G -9
• (b) Assignment of Warranties. An Assignment of Warranties, pursuant to which the
Warranties described in Section 1(b), if any, will be assigned to Buyer.
(c) Seller's Affidavit. An Affidavit of Title duly executed by Seller indicating that on
the Closing Date there are no outstanding unsatisfied judgments, tax liens or
bankruptcies against or involving Seller or the Property; that there has been no
skill, labor or material furnished to the Property at Seller's request for which
payment has not been made or for which mechanics' liens could be filed; and that
there are no other unrecorded interests in the Property of which Seller has
knowledge except as stated therein, together with such other certifications as may
be required by a title insurance company to issue the Title Policy.
(d) FIRPTA Affidavit. A non - foreign entity affidavit, properly executed and in
recordable form, containing such information as is required by IRC Section
1445(b)(2) and its regulations.
(e) IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any
is required.
(f) Recording Documents. Any necessary Storage Tank Affidavit, Well Certificate
or similar document that is needed to record the Warranty Deed.
(g) Other Documents. All other documents reasonably necessary to transfer
• marketable insurable title to the Property to Buyer free and clear of all liens.
SECTION 11. BUYER'S CLOSING DOCUMENTS
On the Closing Date, Buyer will execute and/or deliver to Seller the following
(collectively, the "Buyer's Closing Documents "):
(a) Purchase Price. The Purchase Price by check or ACH deposit of U.S. Federal
Funds.
(b) Title Documents. Such Affidavits of Purchaser or other documents as may be
reasonably required by a title insurer in order to record the Seller's Closing
Documents and issue the Title Policy.
SECTION 12. PROPERTY CONVEYED "AS IS"
The Property being purchased by Buyer, including the dwelling, other improvements and
fixtures, is not new and is being purchased in its "AS IS" condition, including all defects, known
or unknown. Buyer acknowledges the Property may not be in compliance with applicable
building, zoning, health or other laws or codes, and that the Property may not be in habitable
condition. Buyer further agrees that Seller, its agents, employees, representatives and assignees
shall have no liability for any claim or losses Buyer or Buyer's successors in interest and/or
assigns may incur as a result of defects which may now or may hereafter exist with respect to the
Property, and Buyer shall defend Seller, its agents and assignees from any such claim. Buyer
understands and agrees that Seller, his or her agents or assigns, will not, prior or subsequent to
361206v6 MJM BR305 -90 G -10
the closing, be responsible for the repair, replacement, or modification of any deficiencies,
malfunctions or mechanical defects in the material, workmanship, or mechanical components of
the structures, improvements, or land.
Buyer accepts any property interest conveyed herein "AS IS WITH ALL FAULTS" and
is not relying upon any representations or warranties or promises of any kind whatsoever,
express or implied, from Seller, except as otherwise provided herein or in one of Seller's Closing
Documents. ANY WARRANTIES OF PHYSICAL CONDITION OF THE PROPERTY
CONTAINED IN THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, CENTRAL
AIR - CONDITIONING, HEATING, PLUMBING, WIRING, AND CONNECTION TO CITY
SEWER AND CITY WATER ARE VOID TO THE EXTENT PERMITTED BY LAW. This
provision shall survive delivery of the Deed. All other warranties specified in this Agreement
remain the same.
SECTION 13. VOLUNTARY SALE
This is a voluntary negotiated sale between Seller and Buyer. The transaction
contemplated hereunder is not being made under the threat of eminent domain.
SECTION 14. OPERATION PRIOR TO CLOSING
During the period from the Effective Date to the Closing Date (the "Executory Period "),
Seller shall operate and maintain the Property in the ordinary course of business and in
accordance with reasonable business standards. Seller shall not, however, execute any contracts, •
leases or other agreements affecting the Property during the Executory Period.
SECTION 15. CONDEMNATION
If, prior to the Closing Date, eminent domain proceedings are commenced against all or
any part of the Property, Seller shall immediately give Buyer written notice of such fact and
Buyer will have the right (to be exercised within thirty (30) days after receipt of Seller's notice)
to terminate this Agreement. If this Agreement is so terminated, neither party will have any
further obligations under this Agreement. If Buyer does not so terminate this Agreement, the
Purchase Price will be reduced by any condemnation awards paid to Seller prior to closing and
Seller shall, at closing, assign to Buyer all of Seller's right, title and interest in and to any award
made or to be made in the condemnation proceedings.
SECTION 16. RISK OF LOSS
Seller assumes all risk of loss related to damage to the Property prior to the Closing Date.
In the event of fire, destruction or other casualty loss to the Property after Seller's acceptance of
this Agreement and prior to closing and funding, either Party may terminate this Agreement and
neither party shall have any further rights or liabilities hereunder except as otherwise provided
herein.
361206v6 MJM BR305 -90 G -11
• SECTION 17. REMEDIES
If Buyer defaults under this Agreement, Seller will have the right to terminate this
Agreement by giving written notice to Buyer or Seller will have the right to seek and recover
damages from Buyer for Buyer's nonperformance of its obligations hereunder. If Buyer fails to
cure such default within the time period specified by Minnesota Statutes § 559.21, this
Agreement shall terminate. If Seller defaults under this Agreement, Buyer will have the right to
seek and recover damages from Seller for Seller's nonperformance of its obligations hereunder or
to seek specific performance of this Agreement; provided that any action for specific
performance must be commenced within sixty (60) days after the Closing Date.
SECTION 18. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
The obligations of Seller to consummate the transaction contemplated by this Agreement
are subject to the fulfillment on or before the Closing Date of all of the following conditions, any
of which may only be waived by the Seller in writing:
(a) Representations and Warranties True. All of the representations and warranties of
Buyer contained in this Agreement shall be true and correct in all respects on and
as of the Closing Date.
(b) Covenants and Asreements Performed. Buyer shall have performed and
complied with all covenants and agreements or conditions contained in this
Agreement and delivered all documents, required by this Agreement to be
performed, complied with or delivered to Seller.
(c) Buyer's Closing Documents. Seller shall have received Buyer's Closing
Documents as described in Section 10 of this Agreement.
SECTION 19. BROKER'S COMMISSION
Seller and Buyer represent and warrant to each other that they have dealt with no other
brokers, finders or the like in connection with this Agreement. Seller and Buyer each agree to
indemnify each other and to hold each other harmless against all claims, damages, costs or
expenses of or for any other such brokerage fees or commissions resulting from their actions or
agreements regarding the execution or performance of this Agreement.
361206v6 MJM BR305 -90 G -12
SECTION 20. NOTICES •
Any notice required or permitted to be given by any party upon the other (except for any
notice given pursuant to Minnesota Statutes § 559.21) is given in accordance with this
Agreement if it is sent to the party by delivering it personally to the individuals described below,
or it is sent by United States mail, return receipt requested, postage prepaid, or it is transmitted
by telefacsimile, or it is deposited cost paid with a nationally recognized, reputable overnight
courier, properly addressed as follows:
If to Seller: Twin Cities Community Land Bank LLC
615 First St NE
Minneapolis, MN 55413
Attention: Becky Rom, Vice President
If to Buyer: Greater Metropolitan Housing Corporation
15 South Fifth Street Suite 710
Minneapolis, MN 55402
Attention: Carolyn Olson
Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as
aforesaid; provided, however, that if notice is given by deposit, then the time for response to any
notice by the other party shall commence to run one business day after any such deposit. Any
party may change its address for the service of notice by giving written notice of such change to
the other party, in any manner above specified, three days prior to the effective date of such
change.
SECTION 21. MISCELLANEOUS PROVISIONS
(a) Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the transaction and it supersedes all prior
understandings or agreements between the parties hereto.
(b) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
(c) Survival. All the terms, covenants, agreements, representations and warranties
made by the parties in this Agreement or in any document or instrument delivered
by the parties pursuant to this Agreement shall survive this Agreement and the
closing, and are not merged into any deed to be delivered by Seller to Buyer, and
shall remain enforceable under the terms of this Agreement.
(d) Waiver. Modification. The failure by either party to enforce its rights hereunder
shall not constitute a waiver of said party's right to demand future performance of
the provisions hereof. No modification or extension of this Agreement shall be
binding nless in writing and signed b the parties.
g g � Y P
(e) Time of Essence. Time is of the essence of this Agreement and each of its •
provisions.
361206v6 MJM BR305 -90 G -13
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.
(g) Assignment. This Agreement shall not be assigned by either party without the
prior written consent of the other, which consent shall not be unreasonably
withheld.
(h) Section Headings. The section headings used in this Agreement are for
convenience or reference only and shall not be deemed to vary the content of this
Agreement or its covenants, agreements, representations and warranties or limit
the provisions or scope of any section.
(i) Subseauent Documentation. Each of the parties hereto agrees to execute and
deliver to the other party, as requested, any additional documents and/or
instruments that may reasonably be determined as necessary to consummate the
transaction.
(j) Wells At closing Seller shall provide Buyer with a statement regarding any wells
that are located on the Property, as required by Minn. Stat. § 103I.235. If any
wells are located on the Property, Seller shall cause the existing well on the
Property to be sealed and capped in accordance with all applicable laws and
regulations prior to closing.
•
361206v6 MJM BR305 -90 G -14
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as •
of the day and year first above written:
BUYER:
GREATER METROPOLITAN HOUSING
CORPORATION, a Minnesota nonprofit
corporation
By:
Carolyn Olson
Its: President
•
361206v6 MJM BR305 -90 G -15
SELLER:
TWIN CITIES COMMUNITY LAND
BANK, LLC, a Minnesota nonprofit limited
liability company
By:
Becky Rom
Its: President
361206v6 MJM BR305 -90 G -16
EXHIBIT A TO PURCHASE AGREEMENT •
LEGAL DESCRIPTION
PERMITTED ENCUMBRANCES •
The following shall be permitted encumbrances on the title to the Property:
(a) governmental regulations, if any, affecting the use and occupancy of the Property;
(b) zoning laws of the City, County, and State;
(c) all rights in public highways upon the land;
(d) easements for public rights -of -way and public and private utilities;
(e) reservations to the State, in trust for the taxing districts concerned, of minerals and
mineral rights in those portions of the Property the title to which may have at any time
heretofore been forfeited to the State for nonpayment of real estate taxes;
(f) the lien of unpaid special assessments, if any, not presently payable but to be paid as a
part of the annual taxes to become due; and
(g) the lien of unpaid real estate taxes, if any, not presently payable but to be paid as a part of
the annual taxes to become due.
361206v6 MJM BR305 -90 G -17
• EXHIBIT B to Purchase Agreement
CONTRACT FOR PURCHASE OF FIRST LOOK PROGRAM PROPERTY
•
•
361206v6 MJM BR305 -90 G_18
Neighborhood Stabilization Program •
Purchase Agreement Addendum
Non - Eminent Domain Entitv Purchase
This Neighborhood Stabilization Program Addendum (Addendum) is to be made part of the
Purchase Agreement (Agreement) dated , 20_, between
(Seller) and
(Buyer), for the property located at:
. Brooklyn Center, MN, (the
Property).
A. Purchase Discount
The Buyer's obligation to close this transaction with federal assistance is expressly contingent
upon the results of an appraisal ordered by Hennepin County. The Buyer is using certain federal
funds that require the purchase price to be at or below 99 percent of the appraised value on the
appraisal
raisal ordered b Hennepin in Count .The Buyer shall be allowed 10 days after the date o ft his
Agreement to cancel based on the appraisal if the condition cannot be met, in which event this
Agreement will be null and void and the Seller shall return all earnest money to the Buyer.
B. Environmental Review
Notwithstanding any provision of this Agreement, the parties hereto agree and acknowledge that
this Agreement does not constitute a commitment of funds or site approval, and that such •
commitment of funds or approval may occur only upon satisfactory completion of an
environmental review and receipt by Hennepin County under 24 CFR Part §58. The parties
further agree that the provision of any fund to the purchase is conditioned on Hennepin County's
determination to proceed with, modify or cancel the purchase based on the results of said
environmental review. Further, the buyer shall not undertake or commit any funds to physical or
choice- limiting actions, including property acquisition, demolition, movement, rehabilitations,
conversion, repair, construction, or execution of a construction contract prior to the
environmental clearance, as denial of any funds to purchase may result.
C. Disclosure to Seller with Voluntarv. Arm's Leneth Purchase Offer
I
This is to inform you the Buyer would like to purchase the property under this Agreement to
owner occupy, if a satisfactory agreement can be reached. This purchase may receive funding
assistance from the U.S. Department of Housing and Urban Development (HUD).
Please be advised that the Buyer does not have authority to acquire your property by eminent
domain. In the event we cannot reach an amicable agreement for the purchase of your property,
the Buyer will not pursue this proposed acquisition.
Seller's Initials
Buyer's Initials •
3612060 MJM BR305 -90 G -19
The property is listed for purchase at ($) The Buyer is prepared to offer
you ($) to purchase your property and receive clear title to the
property under the conditions described in the attached Agreement. The Buyer believes this
amount represents the current market value of your property. Under NSP, we are required to
purchase foreclosed property at a discount from is current appraised value. Depending upon the
results of our appraisal, our final purchase offer may offer from the amount noted above.
Since the purchase would be a voluntary acquisition, arm's length transaction, you would not be
eligible for relocation payments or other relocation assistance in accordance with the Uniform
Relocation Assistance and Real Property Acquisition Policies Act (URA).
In accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies
Act (URA), owner - occupants who move as a result of a voluntary acquisition are not eligible for
relocation assistance. A tenant - occupant who moves as a result of a voluntary acquisition for a
federally - assisted project may be eligible for relocation assistance. Such displaced persons may
include not only current lawful occupants, but also former tenants required to move for any
reason other than an eviction for cause in accordance with applicable federal, state, and local
law. If your property is currently tenant - occupied or a tenant lawfully occupied your
property on or after February 17, 2009, we need to know immediately. Further, you should
not order current occupant(s) to move, or fail to renew a lease, in order to sell the property to us
as vacant. Also, as indicated in the contract of sale, this offer is made on the condition that no
• tenant will be permitted to occupy the property before the sale is complete.
Again, if you do not wish to sell the property, the Buyer will take no further action to acquire it.
If you are willing to sell the property under the conditions described in this Agreement, please
sign the Agreement and initial this Addendum. Your signature on the Agreement and your
initials on this Addendum constitute acknowledgement that you have received this disclosure.
Please contact the Buyer if you have any questions about this disclosure.
Seller's Initials
Buyer's Initials
•
361206v6 MJM BR305 -90 G -20
EXHIBIT H
CERTIFICATIONS REGARDING LOBBYING AND DEBARMENT
I. CERTIFICATION REGARDING LOBBYING
Before EDA releases any of the funds covered by this Agreement, GMHC shall sign the
following certification statement in accordance with the requirements of 24 CFR
570.611, 24 CFR 85.36, and 24 CFR 84.42:
The undersi gn Y
undersigned hereby certifies to the best of his or he r knowledge and belief,
that:
g
(1) NO FEDERAL APPROPRIATED FUNDS HAVE BEEN PAID, OR WILL
BE PAID, BY OR ON BEHALF OF THE UNDERSIGNED, TO ANY
PERSON FOR INFLUENCING OR ATTEMPTING TO INFLUENCE AN
OFFICER OR EMPLOYEE OF AN AGENCY, A MEMBER OF
CONGRESS, AN OFFICER OR AN EMPLOYEE O F CONGRESS, OR AN
EMPLOYEE OF A MEMBER OF CONGRESS IN CONNECTION WITH
THE AWARDING OF ANY FEDERAL CONTRACT, THE MAKING OF
ANY FEDERAL GRANT, THE MAKING OF ANY FEDERAL LOAN,
THE ENTERING INTO OF ANY COOPERATIVE AGREEMENT, AND
THE EXTENSION, CONTINUATION, RENEWAL, AMENDMENT, OR
MODIFICATION OF ANY FEDERAL CONTRACT, GRANT, LOAN, OR
COOPERATIVE AGREEMENT.
(1) IF ANY FUNDS OTHER THAN FEDERAL APPROPRIATED FUNDS
HAVE BEEN PAID OR WILL BE PAID TO ANY PERSON FOR
INFLUENCING OR ATTEMPTING TO INFLUENCE AN OFFICER OR
EMPLOYEE OF AN AGENCY, A MEMBER OF CONGRESS, AN
EMPLOYED F
F CONGRESS, O
OFFICER OR AN EMPLOYEE O CO , OR AN EMPLO
A MEMBER OF CONGRESS IN CONNECTION WITH THIS FEDERAL
CONTRACT, GRANT, LOAN, OR COOPERATIVE AGREEMENT, THE
UNDERSIGNED SHALL COMPLETE AND SUBMIT STANDARD FORM
LLL, "DISCLOSURE FORM TO REPORT LOBBYING," IN
ACCORDANCE WITH ITS INSTRUCTIONS.
(2) THE UNDERSIGNED SHALL REQUIRE THAT THE LANGUAGE OF
THIS CERTIFICATION BE INCLUDED IN THE AWARD DOCUMENTS
ALL SUB - AWARDS AT ALL TIERS (INCLUDING SUB - CONTRACTS,
SUB- GRANTS, AND CONTRACTS UNDER GRANTS, LOANS, AND
COOPERATIVE AGREEMENTS) AND THAT ALL SUB - RECIPIENTS
SHALL CERTIFY AND DISCLOSE ACCORDINGLY.
•
361206v6 MJM BR305 -90 H -1
This certification is a material representation of fact upon which reliance was placed
. when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
IN WITNESS WHEREOF, I have set my hand this
(date)
BY:
Title:
FOR:
(organization)
II. CERTIFICATION REGARDING DEBARMENT
Before EDA releases any of the funds covered by this Agreement, GMHC shall sign the
following certification statement:
Certification Regarding Debarment, Suspension, and
. Other Responsibility Matters Primary Covered Transactions
This certification is required by the regulations implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part 98, § 98.510, Participants' responsibilities. The
regulations were published as Part VIII of the May 26, 1988 Federal Register (pages
19160 — 19211).
AS THE DULY AUTHORIZED REPRESENTATIVE OF THE APPLICANT, I CERTIFY, TO
THE BEST OF MY KNOWLEDGE AND BELIEF, THAT NEITHER THE APPLICANT
NOR ANY OF THE PRINCIPALS:
(1) ARE PRESENTLY DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT,
DECLARED INELIGIBLE, OR VOLUNTARILY EXCLUDED FROM COVERED
TRANSACTIONS BY ANY FEDERAL DEPARTMENT OR AGENCY.
(2) HAS, WITHIN A THREE -YEAR PERIOD PRECEDING THIS APPLICATION, BEEN
CONVICTED OF, OR HAD A CIVIL JUDGMENT ENTERED AGAINST THEM FOR
COMMISSION OF FRAUD OR OTHER CRIMINAL OFFENSE IN CONNECTION
WITH OBTAINING, ATTEMPTING TO OBTAIN, OR PERFORMING A PUBLIC
(FEDERAL, STATE OR LOCAL) TRANSACTION OR CONTRACT UNDER A
PUBLIC TRANSACTION; VIOLATION OF FEDERAL OR STATE ANTITRUST
STATUTES OR COMMISSION OF EMBEZZLEMENT, THEFT, FORGERY,
BRIBERY, FALSIFICATION OR DESTRUCTION OR RECORDS, MAKING FALSE
STATEMENTS, OR RECEIVING STOLEN PROPERTY.
361206v6 MJM BR305 -90 H -2
(3) IS PRESENTLY INDICTED FOR OR OTHERWISE CRIMINALLY OR CIVILLY
CHARGED BY A GOVERNMENTAL ENTITY (FEDERAL, STATE OR LOCAL)
WITH COMMISSION OF ANY OF THE OFFENSES ENUMERATED IN
PARAGRAPH (2) (B) OF THIS CERTIFICATION, AND
(4) HAS NOT, WITHIN A THREE -YEAR PERIOD PRECEDING THIS APPLICATION,
HAD ONE OR MORE PUBLIC TRANSACTIONS (FEDERAL, STATE OR LOCAL)
TERMINATED FOR CAUSE OR DEFAULT.
(5) WHERE THE APPLICANT IS UNABLE TO CERTIFY TO ANY OF THE
STATEMENTS IN THIS CERTIFICATION, HE OR SHE SHALL ATTACH AN
EXPLANATION TO THIS APPLICATION.
(6) THE UNDERSIGNED SHALL REQUIRE THAT THE LANGUAGE OF THIS
CERTIFICATION BE INCLUDED IN ALL SUBCONTRACT AWARDS PURSUANT
TO THIS CONTRACT AND AGREES TO REQUIRE ANY SUCH SUB-
CONTRACTORS TO SIGN A DEBARMENT CERTIFICATION.
(Name and Title of Authorized
Representative)
(Signature)
i
361206v6 MJM BR305 -90 H_3
• FIRST LOOK PROGRAM
ACQUISITION AGREEMENT
(NSP I)
THIS FIRST LOOK PROGRAM ACQUISITION AGREEMENT ( "Agreement ") is
made as of this day of February, 2010 ( "Effective Date "), by and between the Twin
Cities Community Land Bank LLC, a Minnesota nonprofit limited liability company
( "TCCLB "), and the Economic Development Authority of the City of Brooklyn Center
( "City "), a municipal corporation under the laws of the State of Minnesota ( "EDA ").
RECITALS
A. Title III of Division B of the Housing and Economic Recovery Act of 2008 (Pub. L 110-
289, 1222 Stat. 2654 enacted July 30, 2009), as amended by the American Recovery and
Reinvestment Act of 2009, H.R. 1 (the "Act ") makes available to qualified entities certain
qualified grant funds termed Neighborhood Stabilization Program funds ( "NSP I Funds ")
under the FY08 CDBG Neighborhood Stabilization Program ( "NSP I ").
B. Hennepin County ( "County ") received a grant of NSP I Funds directly from the United
States Department of Housing and Urban Development ( "HUD ") and was a recipient of
funds the State of Minnesota Housing Finance Agency ( "MHFA ") received directly from
HUD, both under the Act.
. C. City applied for and obtained NSP I Funds from County in an amount not to exceed
$1,905,500.00 ( "NSP I Award ") within certain approved areas of the City ( "NSP Eligible
Area "), as set forth in the City's agreement with County for the NSP Sub - Recipient Grant
approved by the Hennepin County Board of Commissioners on November 25, 2008,
pursuant to County Resolutions 08 -0518 and 09 -0115 and City Resolution 2009 -67
( "Subrecipient Agreement ").
D. City authorized EDA to act on its behalf to implement NSP under the terms of the
Subrecipient Agreement (City Resolution 2010 -_). EDA agreed to undertake City's
duties under the Subrecipient Agreement (EDA Resolution ).
E. EDA has awarded and/or will award NSP I Award to certain developers ( "NSP I
Developers ") under its Foreclosure Recovery Program for the purposes of purchasing and
rehabilitating properties that have been foreclosed upon or abandoned ( "Category B
Properties "), which constitute an eligible use of NSP I Funds pursuant to § 2301(c)(3)(B)
of the Act ( "Eligible Use Category B ").
F. As of the date of this Agreement, the EDA has approved the use of $1,377,159.00 of the
NSP I Award ( "NSP I Funds ") for purchase, rehabilitation, and resale (NSP Eligible Use
Category B) of qualifying properties within the City's NSP Eligible Area ( "Eligible
Properties ").
361792v4 MJM BR305 -90
G. EDA also is undertaking to establish financing mechanisms for the purchase and •
redevelopment of foreclosed upon property, which constitute an eligible use of NSP I
Funds pursuant to § 2301(c)(3)(A) of the Act.
H. Under NSP I, Category B properties must have been foreclosed upon to qualify for NSP I
assistance under the Act. Category B Properties shall be individually referred to as
"Eligible Property" and collectively referred to as "Eligible Properties ".
I. On April 23, 2009, HUD issued a document titled "Guidance on NSP I- Eligible
Acquisition and Rehabilitation Activities" that clarifies the use of intermediaries for
acquisitions under NSP I (the "HUD Guidance ").
J. The parties shall be working with the National Community Stabilization Trust ( "NCST ")
and participating sellers under a program called "First Look" ( "First Look Program ")
which allows TCCLB to purchase Eligible Properties prior to such Eligible Properties
being placed on the open market using standardized transaction formats and pricing
models to facilitate a significant purchase price adjustment for the benefit of TCCLB.
K. TCCLB has signed a Memorandum of Understanding ( "NCST MOU ") with NCST and
have agreed to the Acquisition Program Guidelines issued by NCST, which is attached to
this Agreement as Exhibit A.
L. TCCLB intends to offer for sale certain Eligible Properties it acquires pursuant to the •
First Look Program to EDA and NSP I Developers, among others, and to retain certain
Eligible Properties it acquires pursuant to the First Look Program for its own acquisition
and rehabilitation program.
M. The purpose of this Agreement is to satisfy the requirements in 24 CFR 570.203 and the
HUD Guidance so that Eligible Properties acquired by TCCLB and purchased by EDA or
NSP I Developers retain their eligibility for NSP I Funds.
N. Capitalized terms used and not defined in this Agreement shall have the meaning set forth
in that certain NSP I Notice published in the Federal Register on October 6, 2008.
O. As required by paragraph five of the Subrecipient Agreement, County provided its prior
consent to this Agreement.
AGREEMENT
1. Scope of Work. EDA hereby designates TCCLB as an NSP I Subrecipient to carry out
acquisition of Eligible Properties through the First Look Program and in accordance with
the terms and conditions of this Agreement.
2. Term This Agreement will be effective as of the Effective Date and terminate on
December 31, 2010.
i
361792v4 MJM BR305 -90 2
• 3. Eligible Areas. The map attached to this Agreement as Exhibit B identifies the areas
determined by the MHFA to be the City's areas of greatest need. To be eligible for NSP
I Funds from MHFA, Eligible Properties must be located within the area identified as
Tier 1. To be eligible for NSP I Funds directly from HUD, Eligible Properties may be
located anywhere within the City.
4. Other Criteria. EDA shall provide TCCLB with its criteria for Eligible Properties it
would like TCCLB to acquire under the First Look Program and offer to EDA for
rehabilitation under the Foreclosure Recovery Program, such as location, quality, price
and level of needed repairs. It is intended that EDA or each NSP I Developer shall
provide TCCLB with its criteria for Eligible Properties it would like TCCLB to acquire
under the First Look Program and offer to NSP I Developers for rehabilitation under the
Foreclosure Recovery Program, such as location, quality, price and level of needed
repairs.
5. Timing Any properties acquired by TCCLB prior to the Effective Date of this
Agreement ( "Prior Acquired Properties ") are not eligible for NSP I Funds under Eligible
Use Category B.
6. URA TCCLB will cause each NSP I Developer to comply with applicable acquisition
and relocation requirements in the Uniform Relocation Act ( "URA ") and implementing
regulations at 49 CFR Part 24, including, without limitation, the voluntary acquisition
provisions at 49 CFR 24.101(b)(1). Among other things, the URA and 49 CFR Part 24
require TCCLB to document delivery of an informational notice in substantially the form
attached to this Agreement as Exhibit C ( "HUD Guideform: NSP Voluntary Acquisition
of Foreclosed Property ") to each property owner. TCCLB will acquire only unoccupied
properties under the NCST Program and shall certify that its acquisition of any Eligible
Property did not cause a tenant displacement (as described in the URA). Further, with
respect to any property foreclosed after February 17, 2009, TCCLB must obtain
certification from the foreclosing lender that it complied with the new tenant protections
in the American Recovery and Reinvestment Act of 2009 and the Protecting Tenants at
Foreclosure Act of 2009 in the form attached as Exhibit D ( "PTFA Certification ").
7. Purchase Discount. TCCLB shall cause each NSP I Developer to obtain a URA -
compliant appraisal (49 CFR 24.103) through County dated within sixty (60) days before
the final offer, which under the NCST MOU is the date of closing of any applicable
Eligible Property, and obtain a discount from the Current Market Appraised Value for
each Eligible Property of at least one percent (1%). If the anticipated value of the
Eligible Property is $25,000 or less and the acquisition is voluntary, review of available
data by a person qualified to make the valuation may be substituted for an appraisal.
8. Environmental Review. Prior to a commitment of NSP I funds or "choice- limiting
action" as described in the environmental regulations at 24 CFR Part 58, EDA will
undertake the appropriate environmental review procedures and documentation as
determined, requested, or required by the County.
361792v4 MJM BR305 -90 3
9. Activitv Delivery Costs. TCCLB may incur staff and overhead costs directly related to •
carrying out the acquisition activities under this Agreement. Such costs may include but
are not limited to the cost of surveys, appraisals, preparation of legal documents,
recording fees and temporarily managing Eligible Properties ( "Activity Delivery Costs "),
provided such costs are necessary and reasonable and otherwise conform with OMB
Circular A -122 Cost Principles for Nonprofit Organizations.
10. Distribution. It is the intent of the parties that Eligible Properties acquired pursuant to
this Agreement will retain their Foreclosed status through any subsequent sales or
transfers to EDA and/or NSP I Developers. TCCLB will follow the procedures attached
to this Agreement as Exhibit E ( "Acquisition Process ") and offer the Eligible Properties
in the following manner:
(a) To EDA:
(i) Purpose - Eligible Use Category B;
(ii) Eligible Areas - Exhibit B; depending on source of funds;
(iii) Sale Price - Pass through cost of acquisition by TCCLB of the Eligible
Property plus a $2,000.00 transaction fee per Eligible Property, plus all
actual out -of- pocket Activity Delivery Costs incurred by TCCLB in
connection with TCCLB's acquisition and closing of the purchase of the
Eligible Property under the First Look Program; •
(iv) Priority - TCCLB will give EDA first priority in the selection of Eligible
Properties off each First Look Program property list provided to TCCLB
for acquisition; and
(v) Purchase Agreement - EDA and TCCLB will enter into a purchase
agreement in substantially the form attached to this Agreement as Exhibit
F ( "Form Purchase Agreement ") for each Eligible Property or group of
Eligible Properties that EDA, from time to time, agrees to acquire from
TCCLB under this Agreement.
(b) To NSP I Developers:
(i) Purpose - Eligible Use Category B;
(ii) Eligible Areas - Exhibit B; depending on source of funds;
(iii) Sale Price - Pass through cost of acquisition by TCCLB of the Eligible
Property plus a $1,500.00 transaction fee per Eligible Property and all
actual out -of- pocket Activity Delivery Costs incurred by TCCLB in
connection with TCCLB's acquisition and closing of the purchase of the
Eligible Property under the First Look Program;
•
361792v4 MJM BR305 -90 4
• (iv) Priority - TCCLB will give NSP I Developers who are acquiring
properties from TCCLB for purposes of rehabilitation under the
Foreclosure Recovery Program second priority in the selection of Eligible
Properties off each First Look Program property list provided to TCCLB
for acquisition. If more than one NSP I Developer wants to acquire or
TCCLB desires to retain an Eligible Property, a lottery system will be
used to determine which NSP I Developer shall acquire such Eligible
Property or if TCCLB shall retain such Eligible Property; and
(v) Purchase Agreement - TCCLB shall enter into a purchase agreement with
NSP I Developer in substantial) the form of the Form Purchase
P Y
Eligible Prop or group of Eligible greement for each E11g p y g p Properties that g P
NSP I Developers, from time to time, agree to acquire from TCCLB.
(c) Non - Profit (Non -NSP) Developers:
(i) Purpose — Neighborhood Recovery;
(ii) Eligible Areas - Exhibit B, depending on source of funds;
(iii) Sale Price — For Non - profit Developers: Pass through cost of acquisition
by TCCLB of the Eligible Property plus a $1,500.00 transaction fee per
Eligible Property and all actual out -of- pocket Activity Delivery Costs
• incurred by TCCLB in connection with TCCLB's acquisition and closing
of the purchase of the Eligible Property under the First Look Program;
iv Priority - TCCLB will give Non - Profit Developers who are acquiring Develo
( ) Y � P
properties from TCCLB for purposes of rehabilitation under the
Foreclosure Recovery Program third priority in the selection of Eligible
Properties off each First Look Program property list provided to TCCLB
for acquisition. If more than one Non - Profit Developer wants to acquire or
TCCLB desires to retain an Eligible Property, a lottery system will be
used to determine which Non - profit shall acquire such Eligible Property or
if TCCLB shall retain such Eligible Property; and
(v) Purchase Agreement - TCCLB shall enter into a purchase agreement with
Non- Profit Developers in substantially the form of the Form Purchase
Agreement for each Eligible Property or group of Eligible Properties that
Non - Profit developers, from time to time, agree to acquire from TCCLB.
(d) For - Profit Developers:
(i) Purpose — Neighborhood Recovery;
(ii) Eligible Areas - Exhibit B, depending on source of funds;
(iii) Sale Price — For For - Profit Developers: Pass through cost of acquisition by
TCCLB of the Eligible Property plus a $3,000.00 transaction fee per
361792v4 MJM BR305 -90 5
Eligible Property and all actual out -of- pocket Activity Delivery Costs •
incurred by TCCLB in connection with TCCLB's acquisition and closing
of the purchase of the Eligible Property under the First Look Program;
(iv) Priority - TCCLB will give For - Profit Developers who are acquiring
properties from TCCLB for purposes of rehabilitation under the
Foreclosure Recovery Program third priority in the selection of Eligible
Properties off each First Look Program property list provided to TCCLB
for acquisition. If more than one For - Profit Developer wants to acquire or
TCCLB desires to retain an Eligible Property, a lottery system will be
used to determine which For - Profit shall acquire such Eligible Property or
if TCCLB shall retain such Eligible Property; and
(v) Purchase Agreement - TCCLB shall enter into a purchase agreement with
For- Profit Developers in substantially the form of the Form Purchase
Agreement for each Eligible Property or group of Eligible Properties that
For -Profit developers, from time to time, agree to acquire from TCCLB.
11. Documentation. TCCLB shall maintain the following records and reports relating to each
Eligible Property acquired pursuant to this Agreement: (a) appraisal, (b) NSP I
informational notice offer letter, (c) PTFA Certification, (d) NSP I Developer Access and
Indemnity Agreement, (e) environmental reports, (f) purchase agreement, (g) settlement
statement, and (h) deed document number /filing information. TCCLB shall submit
copies of the foregoing documentation, except the NSP I Developer Access and o
Indemnity Agreement, to EDA with respect to any Eligible Property acquired pursuant to
this Agreement.
12. Program Income. The parties do not anticipate that TCCLB will receive any "program
income," as defined in 24 CFR 570.500, in connection with the transactions contemplated
by this Agreement. However, if TCCLB ever receives land sale proceeds in excess of its
acquisition costs, including any Activity Delivery Costs, TCCLB may retain the program
income, subject to 24 CFR 570.503 and 570.504.
13. Uniform Administrative Requirements. TCCLB shall comply with all applicable uniform
administrative requirements described at 24 CFR 570.502.
14. Other Program Requirements. TCCLB shall carry out the acquisition activities under this
Agreement in compliance with all federal laws and regulations described at 24 CFR Part
570, subpart K. Notwithstanding anything to the contrary contained herein, TCCLB
expressly does not assume EDA's environmental responsibilities described in 24 CFR
570.604, and (ii) TCCLB expressly does not assume EDA's responsibility for initiating
the review process under the provisions of 24 CFR Part 52. TCCLB shall execute the
Certification Regarding Lobbying and Certification Regarding Debarment attached as
Exhibit G in conjunction with the execution of this Agreement.
15. Susuension and Termination. In accordance with 24 CFR 85.43, suspension or
termination of this Agreement may occur if TCCLB materially fails to comply with any •
361792v4 MJM BR305 -90 6
• term of this Agreement, after notice and the opportunity to cure, and this Agreement may
be terminated for convenience in accordance with 24 CFR 85.44.
16. Reversion of Assets. Upon the expiration or earlier termination of this Agreement,
TCCLB shall transfer to EDA all NSP I Awards in TCCLB's control or possession, if
any, and any accounts receivable attributable to the use of NSP I Award. Further, any
real property under TCCLB's control that was acquired or improved in whole or in part
with NSP I Award in excess of $25,000 shall be used or disposed of in a manner
consistent with 24 CFR 570.503(b)(7).
17. Notices. Any notice or demand which must be given or made by a party under this
Agreement or any statute or ordinance shall be in writing and, except as otherwise
provided in Exhibit E, shall be deemed to have been given or served on the date the same
is deposited in the United States Mail, registered or certified, postage prepaid and addressed
as follows:
To EDA: Economic Development Authority
City of Brooklyn Center
Attention: Tom Bublitz
6301 Shingle Creek Parkway
Brooklyn Center, MN 55430
To TCCLB: Twin Cities Community Land Bank LLC
• 615 First Avenue NE, Suite 410
Minneapolis, MN 55413
Attn: Rebecca L. Rom
18. Data Practices. TCCLB agrees to abide by the provisions of the Minnesota Government
Data Practices Act and all other applicable State and Federal laws, rules, and regulations
relating to data privacy and confidentiality, and as any of the same may be amended.
19. Severabilitv. The invalidity, illegality or enforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, all of which shall remain in full force and effect.
20. Assignment of Agreement. The parties shall not assign this Agreement without the
express written consent of the other party.
21. Modification. No provision, term or clause of this Agreement shall be revised, modified,
amended or waived except by an instrument in writing signed by both parties.
22. Counterparts. This Agreement may be executed in any number of counterparts and each
such counterpart shall be deemed to be an original, all of which, when taken together,
shall constitute one agreement.
23. Headings. The titles to the sections and headings of various paragraphs of this
Agreement are placed for convenience of reference only and in case of conflict, the text
of this Agreement, rather than such titles or headings shall control.
361792v4 MJM BR305 -90 7
24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit •
of the successors and assigns of each of the parties hereto.
25. Invalidity. If for any reason any portion or paragraph of this Agreement shall be declared
void and unenforceable by any court of law or equity, it shall only affect such particular
portion or paragraph of this Agreement, and the balance of this Agreement shall remain
in full force and effect and shall be binding upon the parties hereto.
26. Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Minnesota.
27. Obligations Limited. EDA's obligation to make payments under this Agreement is
limited entirely to NSP 1 Award funds being remitted to the EDA in sufficient amounts
and available for the purposes for which such payments are sought. EDA shall have no
obligation to make payments under Agreement from sources other than the NSP 1
d er this A g
Award rovided however, that the EDA will not enter into a purchase agreement unless
p P
it has been awarded sufficient NSP1 Award funds to complete the transaction.
IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first
above written.
•
(Signature pages follow.)
361792v4 MJM BR305 -90 g
• ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF BROOKLYN CENTER, MINNESOTA
By:
Its:
By:
Its:
•
(Signature page to First Look Program Acquisition Agreement between Twin Cities Community
Land Bank LLC and Housing and Redevelopment Authority of the City of Brooklyn Center)
•
361792v4 MJM BR305 -90 9
TWIN CITIES COMMUNITY LAND BANK, •
LLC, a Minnesota non - profit limited liability
company
By:
Rebecca L. Rom
Its: President
•
(Signature page to First Look Program Acquisition Agreement between Twin Cities Community
Land Bank LLC and Housing and Redevelopment Authority of the City of Brooklyn Center)
S
361792v4 MJM BR305 -90 10
• EXHIBIT A
MEMORANDUM OF UNDERSTANDING WITH NCST AND
ACQUISITION PROGRAM GUIDELINES ISSUED BY NCST
[TO BE INSERTED]
•
361792v4 MJM BR305 -90 A -1
EXHIBIT B •
MAP OF HIGH NEED AREA
•
361792v4 MJM BR305 -90 B-1
• EXHIBIT C
HUD GUIDEFORM: NSP VOLUNTARY ACQUISITION OF
FORECLOSED PROPERTY
Grantee or Agency Letterhead
(date)
Dear
(City, County, State, other) , is interested in acquiring property you
own at (address) for a project receiving funding assistance
from the U.S. Department of Housing and Urban Development (HUD) under the Neighborhood
Stabilization Program (NSP).
Please be advised that the (City, County, State, other) possesses
eminent domain authority to acquire property. However, in the event you are not interested in
selling your property, or if we cannot reach an amicable agreement for the purchase of your
property, we will not pursue its acquisition under eminent domain.
• Your property is not a necessary part of the proposed project and is not part of an intended,
planned, or designated project area where substantially all of the property within the area is to be
acquired.
Under the NSP, we are required to purchase foreclosed property at a discount from its current
market appraised value. Our appraisal indicates the property's market value is
$ . We are prepared to offer you $ to purchase your
property. This offer is less than the current market appraised value as required by the NSP.
Please contact us at your convenience if you are interested in selling your property.
In accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies
Act (URA), owner - occupants who move as a result of a voluntary acquisition are not eligible for
relocation assistance. A tenant - occupant who moves as a result of a voluntary acquisition for a
federally- assisted project may be eligible for relocation assistance. Such displaced persons may
include not only current lawful occupants, but also former tenants required to move for any
reason other than an eviction for cause in accordance with applicable federal, state, and local
law. If your property is currently tenant - occupied or a tenant lawfully occupied your property
within the past 3 months prior to our offer, we need to know immediately. Further, you should
not order current occupant(s) to move, or fail to renew a lease, in order to sell the property to us
as vacant.
If you have any questions about this notice or the proposed project, please contact
. (name) , (title) ,
(address) , (phone)
361792v4 MJM BR305 -90 C -1
TEXT BELOW SHOWN FOR REFERENCE BUT WILL BE DELETED FOR THE •
TEMPLATE FORM
NOTES to NSP Voluntary Acquisition of Foreclosed Property Informational Notice
1. The case file must indicate the manner in which this notice was delivered (e.g., certified
mail, return receipt requested) and the date of delivery. (See 49 CFR 24.5 and Paragraph
2 -3 J of Handbook 1378)
2. Tenant - occupants displaced as a result of a voluntary acquisition may be entitled to URA
relocation assistance and must be so informed per 49 CFR 24.2(a)(15)(iv) — Initiations of
negotiations, and 49 CFR 24 Appendix A - 24.2(a)(15)(iv).
3. See 49 CFR 24.206 regarding eviction for cause.
4. This guideform may only be used if all of the requirements of 49 CFR 24.101(b)(1)(i)-
(iv) are met.
5. This is a guideform. It should be revised to reflect the circumstances.
•
361792v4 MJM BR305 -90 C -2
• EXHIBIT D
PTFA CERTIFICATION
SELLER'S OCCUPANCY CERTIFICATION UNDER
THE PROTECTING TENANTS AT FORECLOSURE ACT
(FOR VACANT PROPERTY ONLY)
[To be completed and signed by the seller of the property.]
Address of Property ( "Property ")
City, State Zip
The undersigned, Seller of the Property certifies to Twin Cities Community Land Bank LLC
(Buyer) that
1. Seller has complied with the provisions of the Protecting Tenants at Foreclosure Act,
Title VII of the Helping Families Save Their Homes Act of 2009 ( "PTFA ") in connection
with the Property, including any requirements of the giving of notice to vacate ( "Notice ")
as required pursuant to PTFA to any bona fide tenant of the Property if any such tenant
was in possession of the Property prior to Seller's notice of foreclosure; and
2. At the time of the acquisition of the Property by the buyer /grantee, the Property will be
delivered vacant, unoccupied and without any party in possession or with a right to
possession to the Property.
3. Further, if the Property is not occupied at this time, the Seller also certifies and agrees
that it has not now and will not after the date hereof allow any person, including the
former owner, to occupy the Property under a lease or any other agreement for possession
of the Property either oral or written.
Signature of Seller
By: Date:
Name:
Its:
361792v4 MJM BR305 -90 D -1
TEXT BELOW SHOWN FOR REFERENCE BUT SHOULD BE DELETED FOR THE
FINAL CERTIFICATION FORM
NOTES TO SELLER'S OCCUPANCY CERTIFICATION UNDER
THE PROTECTING TENANTS AT FORECLOSURE ACT
1. A bona fide tenant is a tenant under a bona fide lease. A "bona fide" lease is considered
a bona fide lease only if:
(a) the mortgagor (or the child, spouse, or parent of the mortgagor) under the contract
(lease) is not the tenant;
(b) the lease or tenancy was the result of an arms- length transaction; and
(c) the lease or tenancy requires the receipt of rent that is not substantially less than
fair mar ke t rent for property r the or the unit's rent is reduced or subsidized due
Federal, State, or local subsidy. PTFA Section 702(b) (Note the Bridge Not ice
provides for a slightly different definition at 1 (a)).
2. Generally, the PTFA requires that the initial successor in interest (typically the Seller)
provide a 90 -day notice to vacate to a bona fide tenant of the foreclosed property
acquired by the successor in interest. If the tenant has an existing bona fide lease, the
tenant may occupy the premises until the remaining term of the lease or 90 days after
receipt of the 90 -day notice, whichever is longer. However, the successor in interest may
terminate the tenant's lease (even a lease for a greater remaining term than 90 days) if the
successor in interest sells the unit to a purchaser who will occupy the unit as a primary
residence, and the successor in interest provides 90 -day notice to the tenant. PTFA
Section 702 (a)(2).
3. Notice given under the PTFA is notice given as required by state law.
4. The effective date of the requirements of PTFA are May 20, 2009, however the original
requirements for protection of tenants was found in the so called Stimulus Bill ( "ARRA ")
which had an effective date of February 17, 2009.
•
361792v4 MJM BR305 -90 D -2
• EXHIBIT E
ACQUISITION PROCESS
Brooklyn Center NSP 1 Development Partner Acquisitions for NSP I Rehab Program
with Twin Cities Community Land Bank as Intermediate Buyer
Step NCST
No. Timeline
1. Foreclosure redemption period ends. Over the next 2 -4 weeks, Lender -Owner ensures house is Day 1
vacant and secured. No property should be purchased if a bona fide tenant will be displaced as a
direct result of acquisition for an NSP - assisted activity. Lender must certify compliance with
tenant protections underARRA. 24 CFR 42.305 - 42.350, 42 USC 5304(d), 49 CFR 24.2(a)(15)
1
2. Lender a -mails the foreclosed property addresses to NCST. NCST provides list of properties in
zip codes identified by the buyer. TCCLB posts the NCST List to Google Docs. Developers are
notified new properties are available for consideration via email.
1
3. For properties posted before 3 pm, each Developer is given until 9 am the following business day
to review new property lists and indicate which properties, if any, it is interested in inspecting.
For properties posted after 3 pm, each Developer is given until 11 am the following business day
to review new property lists and indicate which properties, if any, it is interested in inspecting.
Developer will update the designated field in the Google Docs form to "yes" if it is interested in
• inspecting a property.
1 J 5 days
4. Entry for inspection of selected properties is made through Lender's REO Managers/Agents by
each Developer referencing the property is being inspected through the First Look program. If
Developer is interested in a property after inspection, Developer obtains BPO.
1
5. Within 5 business days of date property is posted, the interested Developer is required to return
to Google Docs and indicate if it wants to receive pricing for each inspected property by updating
the designated field to "yes" in Google Docs. If pricing is not desired, a reason should be
indicated. A response is due by 9 am for properties originally posted before 3 pm, Ilam for
properties posted after 3 pm.
1
6. NOTE: Developers are responsible for final verification that properties selected for pricing are
within NSP I eligible areas or will qualify for any other development programs for which they
currently have funding. _
1
7. TCCLB requests Lender's prices on the selected properties. Lender obtains FMV estimate and Day 6
makes appropriate adjustments to equal Lenders Adjusted Price. NCST e -mails Lender's
Adjusted Price to TCCLB. NCST Guidelines and TCCLB procedures
1
8. TCCLB posts the price of each property on Google Docs for review by interested Developers. Day 7
For prices posted by 3 pm, each Developer will have until 9 am the following business day to
indicate if it would like to proceed with purchase. For prices posted after 3 pm, each Developer
will have until 11 am the following business day to indicate if it would like to proceed with
. purchase. In the event more than 1 Developer is interested in a property, priority will be as
follows: 1) Brooklyn Center Business and Development Department 2) NSP Developers 3) Other
nonprofit developers 4) Private developers 5) Nonprofit developer buying for a Private
361792v4 MJM BR305 -90 E -1
Step NCST •
No. Timeline
developer. If more than one Developer in any category is interested in a property. A lottery
system will be used to determine what order the development partners will be given priority in
purchasing the property. Developer must also send an email to infomvls @tcclandbank.org to
confirm acceptance of pricing. This email is binding.
9. TCCLB sends "Preliminary Acquisition Notice" to Lender re: potential interest in buying Day 8
property and extending invitation to accompany Developer -hired appraiser. Further
NCST/HUD guidance to be delivered.
10. At the time of e-mail acceptance of Lender /seller's price, Developer sends assignment to the
appraiser, along with a URA scope of work (An appraisal is needed even if the parcel will be
donated. But note: If the anticipated value does not exceed $25,000, review of available data by
a person qualified to make the valuation may be substituted for an appraisal. If Lender already
has a URA appraisal meeting NSP requirements, another appraisal is not required so long as the
NCST Purchase Agreement will be signed within 60 days from the Lender's appraisal date.)
I
11. At the time of e-mail acceptance of Lender /seller's price, Developer is responsible for
completing the NSP Initial Property Set -up form and submitting it to Tonja West - Hafner at
tonia. k.west- hafner @hennevin.co.mn.us (cc: Tom Bublitz at tbublitz @ ci.brooklvn - center.mn.us
and Gary Eitel at eeitel @ci.brooklvn- center.mn.us). Ms. West - Hafner will order the appraisal,
environmental review, and lead paint inspection (pre -1978 homes).
12. Developer receives and reviews URA appraisal and determines whether or not to buy property at Day 10
which cannot exceed appraisal value less minimum 1 percent
Lender's Adjusted Price o URA (minimum) p
J PP •
discount. If approval from State Historic Preservation Office staff has not been received at this
point, offer must be conditional. A co of the appraisal and SHPO e- mailed to TCCLB for file.
P >; o PY PP
13. At the time of e-mail acceptance of Lender /seller's price, TCCLB sends Exhibit C -1, Voluntary
Sale Offer Letter, Exhibit C -2, Seller's Occupancy Certificate and NCST Purchase Agreement to
Lender re: URA appraisal value, price offered, no eminent domain and no displacement.
� J
14. TCCLB receives executed NCST Purchase Agreement and signed Seller's Occupancy Certificate
from Lender.
15. At the time of e-mail acceptance of Lender /seller's price, TCCLB obtains title work and verifies Day 18
that Lender will pass marketable title. TCCLB obtains earnest money from Developer within 1
business day and sends earnest money, if required, to Escrow Agent. TCCLB schedules
concurrent purchase and resale closings with Title Company. Title Company sends confirmation
closings are scheduled to all parties.
16. I TCCLB processes resale purchase agreement and forwards to Developer for review and
signature.
17. Lender and Title Company Closer prepare NCST closing package. TCCLB and Title Company Day 20
prepare resale closing package.
361792v4 MJM BR305 -90 E -2
Step NCST
No. Timeline
18 TCCLB and Developer review file checklist to ensure all supporting documentation is on file and
completed within 14 days of e-mail acceptance. If any documentation has not been received,
closing will be delayed until all documentation is on file.
1 i
19. Upon verification of receipt of all required documentation, including SHPO approvals, scheduled Day 25
closing date is confirmed with Title Company and TCCLB and Developer proceed to purchase
and resale closings.
20. I Developer now owns selected property.
DEFINITIONS OF ABBREVIATIONS
BPO Broker Price Opinion
FMV Fair Market Value
MLS Multiple Listing Service
NCST National Community Stabilization Trust
NCST List A list of foreclosed properties in target areas that Lenders e -mail to NCST.
NCST e -mails this list to TCCLB who then forwards it to Brooklyn Center
Business and Development Department and other Developers.
NSP Neighborhood Stabilization Program
SHPO State Historic Preservation Office
TCCLB Twin Cities Community Land Bank LLC
URA Uniform Relocation Act
•
I
i
361792v4 MJM BR305 -90 E -3
EXHIBIT F •
FORM PURCHASE AGREEMENT
NSP I PURCHASE AGREEMENT
Seller: Twin Cities Community Land Bank LLC
Buyer: Economic Development Authority of the City of
Brooklyn Center
Property Address: •
Parcel:
Effective Date: , 20
•
361792v4 MJM BR305 -90 F -1
TABLE OF CONTENTS
Section1. Property ...................................................................................... ..............................3
Section2. Purchase Price ............................................................................ ..............................4
Section3. Effective Date ............................................................................ ..............................4
Section 4. Evidence of Title and Remedies ................................................ ..............................4
Section 5. Closing and Possession .............................................................. ..............................5
Section 6. Conveyance of Title and Permitted Encumbrances ................... ..............................5
Section 7. Closing Adjustments and Prorations .......................................... ..............................6
Section 8. Conditions to Closing ................................................................ ..............................7
Section 9. Seller's Warranties ..................................................................... ..............................8
Section 10. Seller's Closing Documents ....................................................... ..............................9
' ..................... ...............................
Section 11. Buyer's Closing Documents ......... ••••••••••••••••••• .10
Section 12. Property Conveyed "As Is" ....................................................... .............................10
Section 13. Voluntary Sale .......................................................................... .............................11
Section 14. Operation Prior to Closing ........................................................ .............................11
Section 15. Condemnation ........................................................................... .............................11
Section16. Risk of Loss .............................................................................. .............................11
Section17. Remedies ................................................................................... .............................12
Section 18. Conditions Precedent to Obligations of Seller .......................... .............................12
Section 19. Broker's Commission ............................................................... .............................12
Section20. Notices ...................................................................................... .............................13
• Section 21. Miscellaneous Provisions .......................................................... .............................13
EXHIBITS
Exhibit A Legal Description
Exhibit B Contract for Purchase of First Look Program Property
361792v4 MJM BR305 -90 F -2
NSP I PURCHASE AGREEMENT
THIS NSP I PURCHASE AGREEMENT ( "Agreement ") is made as of the day
of 20_, by and between Twin Cities Community Land Bank LLC, a
Minnesota nonprofit corporation ( "Seller "), and Economic Development Authority of the City of
Brooklyn Center ( "City "), a municipal corporation under the laws of the State of Minnesota
( "Buyer ").
Recitals
A. Buyer wants to acquire certain real estate and improvements located at
, Brooklyn Center, Minnesota.
B. Seller has entered into the purchase agreement attached hereto as Exhibit B ( "NCST First
Look Purchase Agreement ") to acquire the Property (as defined below) from
on , or such other earlier or later
date as the Seller and may mutually agree (the "First Look
Purchase Closing Date "), and Buyer has agreed to thereafter acquire the Property from
Seller.
C. Seller and Buyer have entered into the First Look Program Acquisition Agreement
relating to the purchase of certain Eligible Properties (as defined in the First Look
Program Acquisition Agreement) under which Seller has agreed to purchase certain
Eligible Properties (as defined therein) pursuant to a program called "First Look" ( "First
Look Program") with the National Community Stabilization Trust ( "NCST ").
D. Whereas, the parties have determined that the Property is an Eligible Property.
E. The parties wish to define their respective rights, duties and obligations related to the
sale /purchase of the Property.
NOW, THEREFORE, in consideration of the mutual promises and the respective
agreements contained herein, the parties hereby agree as follows:
SECTION 1. PROPERTY
Seller agrees to sell and Buyer agrees to purchase the Property, together with all
hereditaments, improvements, and appurtenances, including:
(a) Pronertv. That certain real property located in Hennepin County, Minnesota,
legally described on Exhibit A attached hereto (the "Real Estate ") together with:
(i) all buildings and improvements now or hereafter constructed or located on the
Real Estate (the "Improvements "), and (ii) all easements,, interests, rights and
privileges benefiting or appurtenant to the Real Estate including, but not limited
to, all right, title and interest of Seller in, over and to any land lying in the bed of
any highway, street, road, avenue, or alley existing or proposed, in front of or
abutting or adjoining the Real Estate, and all right, title and interest of Seller in
361792v4 MJM BR305 -90 F -3
and to any unpaid award for the taking by eminent domain of any part of the Real
Estate or the Improvements or for damage thereto by reason of a change of grade
of any highway, street, road, avenue, or alley (the "Other Interests ") (the Real
Estate, Improvements and Other Interests will be collectively referred to as the
"Property "); and
(b) Warranties. An assignment of all of Seller's right, title and interest in and to the
warranties of title, if any, that Seller received from the former owner of the
Property at the time Seller acquired the Property (the "Warranties ").
SECTION 2. PURCHASE PRICE
The purchase price for the Property is Dollars
($ .00) ( "Purchase Price "), which is due and payable to Seller at the place of closing on
and as of the Closing Date.
SECTION 3. EFFECTIVE DATE
The "Effective Date" of this Agreement is the date upon which the Seller has executed
this Agreement.
SECTION 4. EVIDENCE OF TITLE AND REMEDIES
Within. a reasonable time after the date of this Agreement, Buyer, at its expense, will
obtain a commitment for an owner's policy of title insurance covering the Property from Old
Republic National Title Insurance Company (the "Title Company ") and provide Seller a copy of
the same. The commitment will include copies of all instruments shown as exceptions or
referred to therein. No later than five (5) days prior to the Closing Date, Buyer shall notify Seller
of any objections to title, including covenants, conditions, restrictions and easements of record.
If any objections are made, Seller will have fifteen (15) days to make title marketable or
insurable to the satisfaction of the Title Company. If Seller fails to have the exceptions removed
or satisfied within the time provided, Buyer may elect to do any of the following:
(a) Waive the objection; or
(b) Terminate this Agreement by delivering written notice thereof to Seller without
further obligation or claim for damages between the parties.
If, prior to closing, Buyer learns of any lien against the Property or any encumbrance upon or
defect in Seller's title to the Property which has arisen because of any action on the part of Seller
after the date this Agreement has been fully executed (a "Later Objection "), Seller is obligated to
cure such Later Objection within five (5) days after receiving written notice of the Later
Objection from Buyer. If Seller fails to so cure any Later Objection, Buyer has the right to take
any of the actions specified above in (a) and (b) of this Section 4.
•
361792v4 MJM BR305 -90 F-4
SECTION 5. CLOSING AND POSSESSION
(a) Subject to the provisions of Sections 4 and 8, closing shall occur simultaneously
with the First Look Purchase Closing Date, or such other later date as Seller and
Buyer may mutually agree (the "Closing Date "), at which time Seller shall deliver
marketable or insurable title to and possession of the Property to Buyer. The
Closing Date may be extended by agreement of Buyer and Seller. Any consent to
an extension of the Closing Date by Seller shall not be unreasonably withheld.
(b) Closing will be at the offices of the Title Company or at such other place as
designated by Buyer. At closing, Buyer shall deposit with the Title Company
sufficient funds to pay the Purchase Price as described in Section 2. Buyer also
shall pay the title insurance premium and all closing costs charged by the Title
Company for conducting the closing.
(c) Seller shall vacate the Property no later than the date of Buyer's pre - closing walk
through inspection of the Property, which date will be no earlier than two (2) days
before the Closing Date.
SECTION 6. CONVEYANCE OF TITLE AND PERMITTED ENCUMBRANCES
Seller, at its own cost and expense or by application of the funds deposited by Buyer with
the Title Company, shall deliver to the Title Company at or prior to closing a deed [which deed •
may be a Limited Warranty Deed or Quit Claim ( "Deed ")], Bill of Sale, if any, and such other
documents as in the Title Company's opinion will, upon the receipt, filing, recording, or
registration thereof, vest in Buyer a marketable or insurable title to the Property, together with
lawful ownership of all fixtures, process utilities, or items of immovable property located thereon
or pertinent thereto, free and clear of any taxes and liens, special and pending assessments (not
assumed by Buyer), or encumbrances of any nature whatsoever, except:
(a) Restrictions, reservations, covenants
and easements of record on the Effective
Date;
(b) Building and zoning laws, ordinances, state and federal regulations;
(c) Reservation of mineral or mineral rights to the State of Minnesota;
(d) General real estate taxes due and payable in the year of closing and subsequent
years; and
(e) To the extent waived by Buyer.
361792v4 MJM BR305 -90 F -5
• SECTION 7. CLOSING ADJUSTMENTS AND PROBATIONS
The following adjustments and prorations will be made at closing:
(a) Buyer shall pay all state deed tax or other taxes that must be paid in order to
record the Deed for the Property.
(b) At or before closing, Seller shall have caused to be paid all real estate taxes and
any penalties and interest thereon due and payable with respect to the Property in
all years prior to the year of closing.
(c) At or before closing, Seller shall have caused to be paid all deferred real estate
taxes (including so called "Green Acres" taxes), together with any penalties and
interest thereon, which have been deferred as of the Closing Date.
(d) At or before closing, if not previously paid by Seller, Buyer shall assume all
special assessments levied, pending or deferred against the Property as of the
Closing Date, including all deferred assessments, including all those which
become due and payable as a result of the sale of the Property to Buyer. Seller
will pay on a prorated basis any special assessments certified for payment with
the current year's real estate taxes.
(e) At closing, general real estate taxes due and payable in the year of closing shall be
• prorated between Buyer and Seller as of the First Look Purchase Closing Date on
a calendar year basis. In the event taxes for the current year are unavailable or
unknown, said taxes shall be prorated on the basis of the taxes for the prior year.
(f) Buyer shall pay all real estate taxes due and payable in the year following closing
and all subsequent years thereafter, if any.
(g) Buyer shall reimburse Seller the cost paid by Seller for an appraisal of the
Property.
(h) Buyer shall reimburse Seller the cost paid by Seller to Purchase the Property
pursuant to the First Look Program; such costs shall include the closing fee, the
cost of commitment for an owner's policy, the cost of an owner's policy of title
insurance, the cost of recording all documents necessary to place title to the
Property in the name of Seller, and the cost of miscellaneous items as evidenced
by the closing statement for the closing of Seller's purchase of the Property under
the First Look Program.
(i) Buyer shall pay to the Seller an administrative fee of Two Thousand and No /100
Dollars ($2,000.00).
361792v4 MJM BR305 -90 F -6
SECTION 8. CONDITIONS TO CLOSING
This Agreement is hereby expressly made subject to the following conditions having
been complied with on or before the Closing Date or as otherwise specified:
(a) First Look. Seller has purchased the Property pursuant to the NCST First Look
Purchase Agreement and in compliance with the First Look Program Acquisition
Agreement between Buyer and the Seller and title to the Property has been
delivered to Seller.
(b) Seller Acquisition Documents. If the First Look Purchase Closing Date occurs
prior to the Closing Date, Seller shall provide to Buyer copies of all closing
documents from Seller's purchase of the Property, including a marked copy of the
title commitment along with all documentation as required under the First Look
Program Acquisition Agreement between Buyer and Seller.
(c) Representations and Warranties. The representations and warranties of Seller that
are contained in this Agreement are true as of the Effective Date and the Closing
Date and are intended to survive the closing.
(d) Title Buyer must be able to acquire marketable or insurable title to the Property.
(e) Title Policy Buyer must be able to obtain a title insurance policy for the Property
in a form and substance that is satisfactory to Buyer (the "Title Policy "). •
(f) Performance of Seller's Obligations. From the date of this Agreement until the
Closing Date, Seller shall have performed all of Seller's obligations under this
Agreement, as and when required by this Agreement, and Seller shall have
delivered Seller's Closing Documents (as defined below) to Buyer in accordance
with Section 10.
(g) Site, Soil and Environmental Testing. Seller shall have allowed Buyer, its
contractors or agents, access to the Property without charge and at all reasonable
times for the purpose , of site, soil and environmental investigation and testing of
the Property. Buyer shall have paid all costs and expenses of such investigation
and testing and shall hold Seller harmless from all costs and liabilities relating
thereto (except for such costs and liabilities that may arise in connection with the
remediation of any pre- existing hazardous waste or pollution problem that is
discovered as a result of such investigation and testing). Buyer shall further repair
and restore any damage to the Property caused by or occurring during Buyer's
investigation and testing and return the Property to substantially the same
condition as existed prior to such entry. In addition, Buyer shall provide Seller
with copies of all reports and tests on the Property that have been obtained by
Buyer, if Buyer does not purchase the Property.
(h) Leases The Property is not subject to any leases or occupancy agreements.
•
361792v4 MJM BR305 -90 F -7
(i) Assumption of Seller's Obliizations. Buyer shall assume all of Seller's obligations
and responsibilities under the NCST First Look Purchase Agreement.
Any and all of the foregoing conditions are for the benefit of Buyer, except items 8(a)
and 8(e), and may be waived, in writing, by Buyer. If any of the foregoing conditions are not
satisfied, Buyer shall have the right to terminate this Agreement without further obligation or
claim for damages between the parties hereto. If items 8(a) or 8(e) are not satisfied, Seller shall
have the right to terminate this Agreement without further obligation or claim for damages
between the parties hereto.
SECTION 9. SELLER'S WARRANTIES
As an inducement to Buyer entering into this Agreement, and as part of the consideration
therefor, Seller represents and warrants to Buyer that as of the Closing Date:
(a) Authority. This Agreement has been duly executed and delivered; all of Seller's
Closing Documents to be signed by Seller will have been duly executed and
delivered at closing; such execution, delivery and performance by Seller does not
and will not conflict with or result in a violation of any judgment, order, or decree
of any court or arbiter to which Seller is a party or by which it is bound; this
Agreement and the closing documents that will be signed by Seller will contain
the valid and binding obligations of Seller and be enforceable in accordance with
their terms.
• (b) Title to Property. Seller owns the Property, free and clear of all liens,
encumbrances and encroachments, recorded or unrecorded, except as may be
disclosed in the Title Commitment.
(c) Permits. To the best of Seller's knowledge, no permits are required from any
governmental entity in order to operate the Property as it is now operated.
(d) Storage Tanks. To the extent storage tanks exist on or under the Property, such
storage tanks have been duly registered with all appropriate regulatory and
governmental bodies and are, to the best of Seller's knowledge, otherwise in
compliance with applicable federal, state and local statutes, regulations,
ordinances and other regulatory requirements.
e Rights of Others to Purchase Propert
v. Other than the NCST First Look Purchase
an
Agreement, Seller has not entered into y other contracts for the sale of the
Property, nor are there any rights of first refusal or options to purchase the
Property or any other rights of others that might prevent the consummation of this
Agreement.
(fl
Seller's Defaults. To the best of Seller's knowledge, Seller is not in default of any
of its obligations or liabilities regarding the Property.
(g)
Proceedinlzs. To the best of Seller's knowledge, there are no claims, actions,
suits, proceedings or investigations pending or, to Seller's knowledge, threatened,
361792v4 MJM BR305 -90 F-8
including bankruptcy proceedings, by any governmental department or agency, or
any corporation, partnership, entity or person, which in any manner or to any
extent may affect: (i) the Property; (ii) Seller's right, title and interest in and to
any part or all of the Property; or (iii) Seller's ability to vest in Buyer a fee simple
ownership interest in the Property free and clear of any and all liens and rights of
redemption.
(h) Agents and Emplovees. No management agents or other personnel employed in
connection with the operation of the Property employed by Seller have the right to
continue such employment after the Closing Date. There are no claims for
brokerage commissions or other payments with respect to any leasing of all or any
part of the Property that will survive and remain unpaid after the Closing Date.
(i) Wells Seller shall disclose knowledge of any wells located on the Property.
(j) Sewage Treatment Svstem. To Seller's knowledge there is no individual sewage
treatment system on or serving the Property, a straight pipe- system does not exist
and a previous inspection report does not exist, or if a previous inspection report
exists, such report is attached to this Agreement.
(k) Geotechnical and Environmental Disclosures. Except as disclosed to Buyer and
in this Agreement or any exhibit hereto, to the best of Seller's information and
belief, Seller is not aware of any geotechnical problems on the Property or
contaminants, pollutants, hazardous wastes or hazardous substances present upon •
the Property in amounts that constitute a violation of any federal or state statute or
regulation or local ordinance.
(1) Public Improvements and Assessments,. Seller has not received notice of any new
public improvement project(s) or assessments, the cost of which a governmental
entity may assess against the Property.
(m) Methamphetamine. To Seller's knowledge, no methamphetamine production has
occurred on the Property.
Each of the representations and warranties contained in this Agreement shall survive the
closing and the consummation of this Agreement by Buyer with knowledge of any such breach
by Seller will not constitute a waiver or release by Buyer of any claims due to such breach.
SECTION 10. SELLER'S CLOSING DOCUMENTS
On the Closing Date, Seller shall execute and/or deliver to the Title Company, with
copies to Buyer, and make arrangements to have the closing agent record or file in the
appropriate county land records any documents necessary to establish the marketability or
insurability of Seller's title to the Property, including the following (collectively, the "Seller's
Closing Documents "):
(a) Deed A Limited Warranty Deed conveying the Property to Buyer in the manner
described in Section 6 herein.
361792v4 MJM BR305 -90 ]~ -9
(b) Assignment of Warranties. An Assignment of Warranties, pursuant to which the
Warranties described in Section 1(b), if any, will be assigned to Buyer.
(c) Seller's Affidavit. An Affidavit of Title duly executed by Seller indicating that on
the Closing Date there are no outstanding unsatisfied judgments, tax liens or
bankruptcies against or involving Seller or the Property; that there has been no
skill, labor or material furnished to the Property at Seller's request for which
payment has not been made or for which mechanics' liens could be filed; and that
there are no other unrecorded interests in the Property of which Seller has
knowledge except as stated therein, together with such other certifications as may
be required by a title insurance company to issue the Title Policy.
(d) FHZPTA Affidavit. A non - foreign entity affidavit, properly executed and in
recordable form, containing such information as is required by IRC Section
1445(b)(2) and its regulations.
(e) IRS Renortins Form. The appropriate Federal Income Tax reporting form, if any
is required.
(f) Recordiniz Documents. Any necessary Storage Tank Affidavit, Well Certificate
or similar document that is needed to record the Warranty Deed.
(g) Other Documents. All other documents reasonably necessary to transfer
• marketable insurable title to the Property to Buyer free and clear of all liens.
SECTION 11. BUYER'S CLOSING DOCUMENTS
On the Closing Date, Buyer will execute and/or deliver to Seller the following
(collectively, the "Buyer's Closing Documents "):
(a) Purchase Price. The Purchase Price by check or ACH deposit of U.S. Federal
Funds.
(b) Title Documents. Such Affidavits of Purchaser or other documents as may be
reasonably required by a title insurer in order to record the Seller's Closing
Documents and issue the Title Policy.
SECTION 12. PROPERTY CONVEYED "AS IS"
The Property being purchased by Buyer, including the dwelling, other improvements and
fixtures, is not new and is being purchased in its "AS IS" condition, including all defects, known
or unknown. Buyer acknowledges the Property may not be in compliance with applicable
building, zoning, health or other laws or codes, and that the Property may not be in habitable
condition. Buyer further agrees that Seller, its agents, employees, representatives and assignees
shall have no liability for any claim or losses Buyer or Buyer's successors in interest and/or
assigns may incur as a result of defects which may now or may hereafter exist with respect to the
• Property, and Buyer shall defend Seller, its agents and assignees from any such claim. Buyer
understands and agrees that Seller, his or her agents or assigns, will not, prior or subsequent to
361792v4 MJM BR305 -90 F -10
the closing, be responsible for the repair, replacement, or modification of any deficiencies, •
malfunctions or mechanical defects in the material, workmanship, or mechanical components of
the structures, improvements, or land.
Buyer accepts any property interest conveyed herein "AS IS WITH ALL FAULTS" and
is not relying upon any representations or warranties or promises of any kind whatsoever,
express or implied, from Seller, except as otherwise provided herein or in one of Seller's Closing
Documents. ANY WARRANTIES OF PHYSICAL CONDITION OF THE PROPERTY
CONTAINED IN THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, CENTRAL
AIR - CONDITIONING, HEATING, PLUMBING, WIRING, AND CONNECTION TO CITY
SEWER AND CITY WATER ARE VOID TO THE EXTENT PERMITTED BY LAW. This
provision shall survive delivery of the Deed. All other warranties specified in this Agreement
remain the same.
SECTION 13. VOLUNTARY SALE
This is a voluntary negotiated sale between Seller and Buyer. The transaction
contemplated hereunder is not being made under the threat of eminent domain.
SECTION 14. OPERATION PRIOR TO CLOSING
During the period from the Effective Date to the Closing Date (the "Executory Period"),
Seller shall operate and maintain the Property in the ordinary course of business and in
accordance with reasonable business standards. Seller shall not, however, execute any contracts,
leases or other agreements affecting the Property during the Executory Period.
SECTION 15. CONDEMNATION
If, prior to the Closing Date, eminent domain proceedings are commenced against all or
any part of the Property, Seller shall immediately give Buyer written notice of such fact and
Buyer will have the right (to be exercised within thirty (30) days after receipt of Seller's notice)
to terminate this Agreement. If this Agreement is so terminated, neither party will have any
further obligations under this Agreement. If Buyer does not so terminate this Agreement, the
Purchase Price will be reduced by any condemnation awards paid to Seller prior to closing and
Seller shall, at closing, assign to Buyer all of Seller's right, title and interest in and to any award
made or to be made in the condemnation proceedings.
SECTION 16. RISK OF LOSS
Seller assumes all risk of loss related to damage to the Property prior to the Closing Date.
In the event of fire, destruction or other casualty loss to the Property after Seller's acceptance of
this Agreement and prior to closing and funding, either Party may terminate this Agreement and
neither party shall have any further rights or liabilities hereunder except as otherwise provided
herein.
•
361792v4 MJM BR305 -90 F -11
SECTION 17. REMEDIES
If Buyer defaults under this Agreement, Seller will have the right to terminate this
Agreement by giving written notice to Buyer or Seller will have the right to seek and recover
damages from Buyer for Buyer's nonperformance of its obligations hereunder. If Buyer fails to
cure such default within the time period specified by Minnesota Statutes § 559.21, this
Agreement shall terminate. If Seller defaults under this Agreement, Buyer will have the right to
seek and recover damages from Seller for Seller's nonperformance of its obligations hereunder or
to seek specific performance of this Agreement; provided that any action for specific
performance must be commenced within sixty (60) days after the Closing Date.
SECTION 18. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
The obligations of Seller to consummate the transaction contemplated by this Agreement
are subject to the fulfillment on or before the Closing Date of all of the following conditions, any
of which may only be waived by the Seller in writing:
(a) Representations and Warranties True. All of the representations and warranties of
Buyer contained in this Agreement shall be true and correct in all respects on and
as of the Closing Date.
(b) Covenants and Agreements Performed. Buyer shall have performed and
complied with all covenants and agreements or conditions contained in this
• Agreement and delivered all documents, required by this Agreement to be
performed, complied with or delivered to Seller.
(c) Buyer's Closing Documents. Seller shall have received Buyer's Closing
Documents as described in Section 10 of this Agreement.
SECTION 19. BROKER'S COMIVHSSION
Seller and Buyer represent and warrant to each other that they have dealt with no other
brokers, finders or the like in connection with this Agreement. Seller and Buyer each agree to
indemnify each other and to hold each other harmless against all claims, damages, costs or
expenses of or for any other such brokerage fees or commissions resulting from their actions or
agreements regarding the execution or performance of this Agreement.
•
361792v4 MJM BR305 -90 F-12
SECTION 20. NOTICES •
Any notice required or permitted to be given by any party upon the other (except for any
notice given pursuant to Minnesota Statutes § 559.21) is given in accordance with this
Agreement if it is sent to the party by delivering it personally to the individuals described below,
or it is sent by United States mail, return receipt requested, postage prepaid, or it is transmitted
by telefacsimile, or it is deposited cost paid with a nationally recognized, reputable overnight
courier, properly addressed as follows:
If to Seller: Twin Cities Community Land Bank LLC
615 First St NE
Minneapolis, MN 55413
Attention: Becky Rom, Vice President
If to Buyer: Economic Development Authority
City of Brooklyn Center
Attention: Tom Bublitz
6301 Shingle Creek Parkway
Brooklyn Center, MN 55430
Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as
aforesaid; provided, however, that if notice is given by deposit, then the time for response to any
notice by the other party shall commence to run one business day after any such deposit. Any
party may change its address for the service of notice by giving written notice of such change to •
the other party, in any manner above specified, three days prior to the effective date of such
change.
SECTION 21. MISCELLANEOUS PROVISIONS
(a) Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the transaction and it supersedes all
P P p p rior
understandings or agreements between the parties hereto.
(b) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
(c) Survival. All the terms, covenants, agreements, representations and warranties
made by the parties in this Agreement or in any document or instrument delivered
by the parties pursuant to this Agreement shall survive this Agreement and the
closing, and are not merged into any deed to be delivered by Seller to Buyer, and
shall remain enforceable under the terms of this Agreement.
(d) Waiver: Modification. The failure by either party to enforce its rights hereunder
shall not constitute a waiver of said party's right to demand future performance of
the provisions hereof. No modification or extension of this Agreement shall be
binding unless in writing and signed by the parties.
361792v4 MJM BR305 -90 F -13
• (e) Time of Essence. Time is of the essence of this Agreement and each of its
provisions.
(f) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.
(g) Assip-nment. This Agreement shall not be assigned by either party without the
prior written consent of the other, which consent shall not be unreasonably
withheld.
(h) Section Headings. The section headings used in this Agreement are for
convenience or reference only and shall not be deemed to vary the content of this
Agreement or its covenants, agreements, representations and warranties or limit
the provisions or scope of any section.
(i) Subsequent Documentation. Each of the parties hereto agrees to execute and
deliver to the other party, as requested, any additional documents and/or
instruments that may reasonably be determined as necessary to consummate the
transaction.
(j) Wells At closing Seller shall provide Buyer with a statement regarding any wells
that are located on the Property, as required by Minn. Stat. § 103I.235. If any
wells are located on the Property, Seller shall cause the existing well on the
• Property to be sealed and capped in accordance with all applicable laws and
regulations prior to closing.
•
361792v4 MJM BR305 -90 F -14
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the day and year first above written:
SELLER:
TWIN CITIES COMMUNITY LAND
BANK, LLC, a Minnesota nonprofit limited
liability company
By:
Becky Rom
Its: President
•
361792v4 MJM BR305 -90 F -15
BUYER:
•
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BROOKLYN CENTER,
MINNESOTA, a municipal corporation under the
laws of the State of Minnesota
By:
Its:
By:
Its:
•
•
361792v4 MJM BR305 -90 F -16
EXHIBIT A to Purchase Agreement •
LEGAL DESCRIPTION
PERMITTED ENCUMBRANCES O
The following shall be permitted encumbrances on the title to the Property:
(a) governmental regulations, if any, affecting the use and occupancy of the Property;
(b) zoning laws of the City, County, and State;
(c) all rights in public highways upon the land;
(d) easements for public rights -of -way and public and private utilities;
(e) reservations to the State, in trust for the taxing districts concerned, of minerals and mineral rights in those
portions of the Property the title to which may have at any time heretofore been forfeited to the State for
nonpayment of real estate taxes;
(f) the lien of unpaid special assessments, if any, not presently payable but to be paid as a part of the annual
taxes to become due; and
(g) the lien of unpaid real estate taxes, if any, not presently payable but to be paid as a part of the annual taxes
to become due.
361792v4 MJM BR305 -90 F-17
• EXHIBIT B to Purchase Agreement
NCST FIRST LOOK PURCHASE AGREEMENT
•
•
361792v4 MJM BR305 -90 F -18
Neighborhood Stabilization Program •
Purchase Agreement Addendum
Citv Purchase
This Neighborhood Stabilization Program Addendum (Addendum) is to be made part of the
Purchase Agreement (Agreement) dated , 20_, between
(Seller) and
(Buyer), for the property located at:
MN, (the
Property).
A. Purchase Discount
The Buyer's obligation to close this transaction with federal assistance is expressly contingent
upon the results of an appraisal ordered by Hennepin County. The Buyer is using certain federal
funds that require the purchase price to be at or below 99 percent of the appraised value on the
appraisal ordered by Hennepin County. The Buyer shall be allowed 10 days after the date of this
Agreement to cancel based on the appraisal if the condition cannot be met, in which event this
Agreement will be null and void and the Seller shall return all earnest money to the Buyer.
B. Environmental Review
Notwithstanding any provision of this Agreement, the parties hereto agree and acknowledge that
this Agreement does not constitute a commitment of funds or site approval, and that such
commitment of funds or approval may occur only upon satisfactory completion of an
environmental review and receipt by Hennepin County under 24 CFR Part §58. The parties
further agree that the provision of any fund to the purchase is conditioned on Hennepin County's
determination to proceed with, modify or cancel the purchase based on the results of said
environmental review. Further, the buyer shall not undertake or commit any funds to physical or
choice-limiting property ctions acquisition, demolition, movement, rehabilitations,
Q
g
prior to the
i conversion, repair, construction, or execution of a construction contract p
environmental clearance, as denial of any funds to purchase may result.
C. Disclosure to Seller with Voluntarv. Arm's Length Purchase Offer
This is to inform you the Buyer would like to purchase the property under this Agreement, if a
satisfactory agreement can be reached for a proposed project which may receive funding
assistance from the U.S. Department of Housing and Urban Development (HUD) under the
Neighborhood Stabilization Program.
Please be advised that, the Buyer possesses eminent domain authority to acquire property,
however, in the event you are not interested in selling your property, or if we cannot reach an
amicable agreement for the purchase of your property, the Buyer will not pursue its acquisition
under eminent domain.
Seller's Initials
•
Buyer's Initials
361792v4 MJM BR305 -90 F -19
• Your property is not a necessary part of the proposed project and is not part of an intended,
planned, or designated project area where substantially all of the property within the area is to be
acquired.
The property is listed for purchase at ($1 The Buyer is prepared to offer
you ($) to purchase your property and receive clear title to the
property under the conditions described in the attached Agreement. The Buyer believes this
amount represents the current market value of your property. Under NSP, we are required to
purchase foreclosed property at a discount from is current appraised value. Depending upon the
results of our appraisal, our final purchase offer may offer from the amount noted above.
Since the purchase would be a voluntary acquisition, arm's length transaction, you would not be
eligible for relocation payments or other relocation assistance in accordance with the Uniform
Relocation Assistance and Real Property Acquisition Policies Act (URA).
In accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies
Act (URA), owner - occupants who move as a result of a voluntary acquisition are not eligible for
relocation assistance. A tenant - occupant who moves as a result of a voluntary acquisition for a
federally- assisted project may be eligible for relocation assistance. Such displaced persons may
include not only current lawful occupants, but also former tenants required to move for any
reason other than an eviction for cause in accordance with applicable federal, state, and local
law. If your property is currently tenant - occupied or a tenant lawfully occupied your
• property on or after February 17, 2009, we need to know immediately. Further, you should
not order current occupant(s) to move, or fail to renew a lease, in order to sell the property to us
as vacant. Also, as indicated in the contract of sale, this offer is made on the condition that if the
property is vacant no tenant will be permitted to occupy the property before the sale is complete.
Again, if you do not wish to sell the property, the Buyer will take no further action to acquire it.
If you are willing to sell the property under the conditions described in this Agreement, please
sign the Agreement and initial this Addendum. Your signature on the Agreement and your
initials on this Addendum constitute acknowledgement that you have received this disclosure.
Please contact the Buyer if you have any questions about this disclosure.
Seller's Initials
Buyer's Initials
361792v4 MJM BR305 -90 F -20
Neighborhood Stabilization Program •
Purchase Agreement Addendum
Non - Eminent Domain Entitv Purchase
This Neighborhood Stabilization Program Addendum (Addendum) is to be made part of the
Purchase Agreement (Agreement) dated , . 20_, between
(Seller) and
(Buyer), for the property located at:
MN, (the
Property).
A. Purchase Discount
The Buyer's obligation to close this transaction with federal assistance is expressly contingent
upon the results of an appraisal ordered by Hennepin County. The Buyer is using certain federal
funds that require the purchase price to be at or below 99 percent of the appraised value on the
appraisal ordered by Hennepin County. The Buyer shall be allowed 10 days after the date of this
Agreement to cancel based on the appraisal if the condition cannot be met, in which event this
Agreement will be null and void and the Seller shall return all earnest money to the Buyer.
B. Environmental Review
Notwithstanding any provision of this Agreement, the parties hereto agree and acknowledge that
this Agreement does not constitute a commitment of funds or site approval, and that such •
commitment of funds or approval may occur only upon satisfactory completion of an
environmental review and receipt by Hennepin County under 24 CFR Part §58. The parties
further agree that the provision of any fund to the purchase is conditioned on Hennepin County's
determination to proceed with, modify or cancel the purchase based on the results of said
environmental review. Further, the buyer shall not undertake or commit any funds to physical or
choice - limiting actions, including property acquisition, demolition, movement, rehabilitations,
conversion, repair, construction, or execution of a construction contract prior to the
environmental clearance, as denial of any funds to purchase may result.
C. Disclosure to Seller with Voluntarv, Arm's Length Purchase Offer
This is to inform you the Buyer would like to purchase the property under this Agreement to
owner occupy, if a satisfactory agreement can be reached. This purchase may receive funding
assistance from the U.S. Department of Housing and Urban Development (HUD).
Please be advised that the Buyer does not have authority to acquire your property by eminent
domain. In the event we cannot reach an amicable agreement for the purchase of your property,
the Buyer will not pursue this proposed acquisition.
Seller's Initials
Buyer's Initials
361792v4 MJM BR305 -90 F -21
• The property is listed for purchase at ($) The Buyer is prepared to offer
you ($) to purchase your property and receive clear title to the
property under the conditions described in the attached Agreement. The Buyer believes this
amount represents the current market value of your property. Under NSP, we are required to
purchase foreclosed property at a discount from is current appraised value. Depending upon the
results of our appraisal, our final purchase offer may offer from the amount noted above.
Since the purchase would be a voluntary acquisition, arm's length transaction, you would not be
eligible for relocation payments or other relocation assistance in accordance with the Uniform
Relocation Assistance and Real Property Acquisition Policies Act (URA).
In accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies
Act (URA), owner - occupants who move as a result of a voluntary acquisition are not eligible for
relocation assistance. A tenant - occupant who moves as a result of a voluntary acquisition for a
federally- assisted project may be eligible for relocation assistance. Such displaced persons may
include not only current lawful occupants, but also former tenants required to move for any
reason other than an eviction for cause in accordance with applicable federal, state, and local
law. If your property is currently tenant - occupied or a tenant lawfully occupied your
property on or after February 17, 2009, we need to know immediately. Further, you should
not order current occupant(s) to move, or fail to renew a lease, in order to sell the property to us
as vacant. Also, as indicated in the contract of sale, this offer is made on the condition that no
tenant will be permitted to occupy the property before the sale is complete.
. Again, if you do not wish to sell the property, the Buyer will take no further action to acquire it.
If you are willing to sell the property under the conditions described in this Agreement, please
sign the Agreement and initial this Addendum. Your signature on the Agreement and your
initials on this Addendum constitute acknowledgement that you have received this disclosure.
Please contact the Buyer if you have any questions about this disclosure.
Seller's Initials
Buyer's Initials
361792v4 MJM BR305 -90 F -22
EXHIBIT G •
I. CERTIFICATION REGARDING LOBBYING
Before EDA releases any of the funds covered by this Agreement, TCCLB shall sign the
following certification statement in accordance with the requirements of 24 CFR
570.611, 24 CFR 85.36, and 24 CFR 84.42:
The undersigned hereby certifies, to the best of his or her knowledge and belief, that:
(1) NO FEDERAL APPROPRIATED FUNDS HAVE BEEN PAID, OR WILL BE PAID,
BY OR ON BEHALF OF THE UNDERSIGNED, TO ANY PERSON FOR
INFLUENCING OR ATTEMPTING TO INFLUENCE AN OFFICER OR EMPLOYEE
OF AN AGENCY, A MEMBER OF CONGRESS, AN OFFICER OR AN EMPLOYEE
OF CONGRESS, OR AN EMPLOYEE OF A MEMBER OF CONGRESS IN
CONNECTION WITH THE AWARDING OF ANY FEDERAL CONTRACT, THE
MAKING OF ANY FEDERAL GRANT, THE MAKING OF ANY FEDERAL LOAN,
THE ENTERING INTO OF ANY COOPERATIVE AGREEMENT, AND THE
EXTENSION, CONTINUATION, RENEWAL, AMENDMENT, OR MODIFICATION
OF ANY FEDERAL CONTRACT, GRANT, LOAN, OR COOPERATIVE
AGREEMENT.
(2) IF ANY FUNDS OTHER THAN FEDERAL APPROPRIATED FUNDS HAVE BEEN •
PAID OR WILL BE PAID TO ANY PERSON FOR INFLUENCING OR
ATTEMPTING TO INFLUENCE AN OFFICER OR EMPLOYEE OF AN AGENCY,
A MEMBER OF CONGRESS, AN OFFICER OR AN EMPLOYEE OF CONGRESS,
OR AN EMPLOYEE OF A MEMBER OF CONGRESS IN CONNECTION WITH
THIS FEDERAL CONTRACT, GRANT, LOAN, OR COOPERATIVE AGREEMENT,
THE UNDERSIGNED SHALL COMPLETE AND SUBMIT STANDARD FORM LLL,
"DISCLOSURE FORM TO REPORT LOBBYING," IN ACCORDANCE WITH ITS
INSTRUCTIONS.
(3) THE UNDERSIGNED SHALL REQUIRE THAT THE LANGUAGE OF THIS
CERTIFICATION BE INCLUDED IN THE AWARD DOCUMENTS ALL SUB -
AWARDS AT ALL TIERS (INCLUDING SUB - CONTRACTS, SUB - GRANTS, AND
CONTRACTS UNDER GRANTS, LOANS, AND COOPERATIVE AGREEMENTS)
AND THAT ALL SUB - RECIPIENTS SHALL CERTIFY AND DISCLOSE
ACCORDINGLY.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
017295/290002/1084122_2
361792v4 MJM BR305 -90 G -1
• IN WITNESS WHEREOF, I have set my hand this
(date)
By:
Name:
Title:
FOR:
(organization)
II. CERTIFICATION REGARDING DEBARMENT
Before EDA releases any of the funds covered by this Agreement, TCCLB shall sign the
following certification statement:
Certification Regarding Debarment, Suspension, and
Other Responsibility Matters Primary Covered Transactions
This certification is required by the regulations implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part 98, § 98.510, Participants' responsibilities. The
Re a
regulations were published as Part VIII of the May 26 1988 Federal Register (pages
g es
• 19160 — 19211).
AS THE DULY AUTHORIZED REPRESENTATIVE OF THE APPLICANT, I CERTIFY, TO
THE BEST OF MY KNOWLEDGE AND BELIEF, THAT NEITHER THE APPLICANT
NOR ANY OF THE PRINCIPALS:
(1) ARE PRESENTLY DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT,
DECLARED INELIGIBLE, OR VOLUNTARILY EXCLUDED FROM COVERED
TRANSACTIONS BY ANY FEDERAL DEPARTMENT OR AGENCY.
(2) HAS, WITHIN A THREE -YEAR PERIOD PRECEDING THIS APPLICATION, BEEN
CONVICTED OF, OR HAD A CIVIL JUDGMENT ENTERED AGAINST THEM FOR
COMMISSION OF FRAUD OR OTHER CRIMINAL OFFENSE IN CONNECTION
WITH OBTAINING, ATTEMPTING TO OBTAIN, OR PERFORMING A PUBLIC
(FEDERAL, STATE OR LOCAL) TRANSACTION OR CONTRACT UNDER A
PUBLIC TRANSACTION; VIOLATION OF FEDERAL OR STATE ANTITRUST
STATUTES OR COMMISSION OF EMBEZZLEMENT, THEFT, FORGERY,
BRIBERY, FALSIFICATION OR DESTRUCTION OR RECORDS, MAKING FALSE
STATEMENTS, OR RECEIVING STOLEN PROPERTY.
(3) IS PRESENTLY INDICTED FOR OR OTHERWISE CRIMINALLY OR CIVILLY
CHARGED BY A GOVERNMENTAL ENTITY (FEDERAL, STATE OR LOCAL)
WITH COMMISSION OF ANY OF THE OFFENSES ENUMERATED IN
PARAGRAPH (2) (B) OF THIS CERTIFICATION.
017295/290002/1084122_2
361792v4 MJM BR305 -90 G -2
(4) HAS NOT, WITHIN A THREE -YEAR PERIOD PRECEDING THIS APPLICATION, •
HAD ONE OR MORE PUBLIC TRANSACTIONS (FEDERAL, STATE OR LOCAL)
TERMINATED FOR CAUSE OR DEFAULT.
(5) WHERE THE APPLICANT IS UNABLE TO CERTIFY TO ANY OF THE
STATEMENTS IN THIS CERTIFICATION, HE OR SHE
SHALL ATTACH AN
EXPLANATION TO THIS APPLICATION.
(6) THE UNDERSIGNED SHALL REQUIRE THAT THE LANGUAGE OF THIS
CERTIFICATION BE INCLUDED IN ALL SUBCONTRACT AWARDS PURSUANT
TO THIS CONTRACT AND AGREES TO REQUIRE ANY SUCH SUB -
CONTRACTORS TO SIGN A DEBARMENT CERTIFICATION.
(Name and Title of Authorized Representative)
(Signature)
•
I
017295/290002/1084122 2
361792v4 MJM BR305 -90 G -3
ACCESS AND INDEMNIFICATION AGREEMENT
This ACCESS AND INDEMNIFICATION AGREEMENT ( "Agreement ") is made
this day of February, 2010 ( "Effective Date "), by and between TWIN CITIES
COMMUNITY LAND BANK LLC, a Minnesota nonprofit limited liability company whose
address is 615 First Avenue Northeast, Suite 410, Minneapolis, Minnesota 55413 ( "TCCLB "),
and the ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF
BROOKLYN CENTER ( "City "), a municipal corporation under the laws of the State of
Minnesota, having its principal office at 6301 Shingle Creek Parkway, Brooklyn Center,
Minnesota ( "EDA ").
RECITALS
WHEREAS, TCCLB and certain qualified sellers consisting of lenders and servicers
( "Sellers ") as owners of certain foreclosed and abandoned properties located in certain
economically distressed neighborhoods in the greater Minneapolis and St. Paul metropolitan area
which are heavily affected by the foreclosure crisis ( "Targeted Communities ") are participants in
the Real Estate Owned Purchase �'
( the Program "Program") of the National Community
g
Stabilization Trust ( "NCST ");
WHEREAS, P �' pursuant to the Program, TCCLB is provided with (a) a right of first offer
r
to purchase real estate owned properties ( "REO Properties ") located in the Targeted
S Communities from Seller prior to the traditional marketing and listing for sale of such REO
Properties( "First Look Program ") and/or (b) a bulk aged REO Property purchase program for
purchasing significant numbers of currently- listed properties ( "Bulk and Aged Property
Program" and collectively with the First Look Program shall be referred to as the "Program ") all
of which REO Properties are located in the Targeted Communities;
WHEREAS, the certain Program guidelines and agreements ( "Program Guidelines ")
agreed to by TCCLB and by the Sellers provide TCCLB with an opportunity and limited right to
access and inspect certain REO Properties identified through NCST prior to the execution of a
Purchase and Sale Agreement;
WHEREAS, the Program contemplates the re -sale by TCCLB of certain of the REO
Properties to EDA and EDA has expressed an interest in purchasing certain of the REO
Properties ( "Identified Properties "), and TCCLB and EDA intend to execute a First Look
Program Acquisition Agreement for the purpose of purchasing Identified Properties
( "Acquisition Agreement ");
f Understanding with NCST dated WHEREAS, TCCLB signed a Memorandum o g August
g
28, 2009, that, among other things, designates TCCLB as a Community Coordinator and
provides that TCCLB "may delegate the inspection and due diligence roles to Community
Partners, provided if such persons shall agree to indemnify and hold the Community Coordinator
harmless with respect to claims or liability caused by their inspection and due diligence
activities ";
361811v4 MJM BR305 -90
WHEREAS, TCCLB desires to assign to EDA its rights to access and inspect the •
Identified Properties subject to the undertakings and indemnification herein provided and EDA's
desire to accept such assignment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Assignment of Right to Access and Inspect. Subject to the conditions
hereinafter contained, TCCLB hereby assigns, permits, and delegates to EDA, and EDA hereby
' n and access and to Properties
inspect the Identified Pro
accepts, TCCLB's rights to enter upon p P
P g P
pursuant to the Program Guidelines. EDA may not assign and ate its rights under this delegate � P �' Y � g
Agreement without TCCLB's prior written permission.
2. Indemnification. In consideration for TCCLB's assignment of its rights to
inspect the Identified Properties and other consideration, including the right to purchase certain
of the Identified Properties pursuant to the Acquisition Agreement, EDA hereby agrees to
indemnify and fully protect, defend, and hold TCCLB, its officers, directors, employees,
shareholders, servicers, representatives, agents, attorneys, tenants, brokers, successors or assigns
harmless from and against any and all claims, costs, liens, loss, damages, attorney's fees and
expenses of every kind and nature that may be sustained by or made against EDA, its officers,
directors, employees, shareholders, representatives, agents, attorneys, tenants, brokers,
successors or assigns, based on the negligence or willful misconduct of the EDA, its officers,
directors, employees, representatives, agents, attorneys, successors or assigns, resulting from or •
arising out of (a) the entry upon and (b) inspection of the Identified Properties by the EDA, or its
employees, officers, agents or its permitted successors or assigns except for claims, costs, liens,
loss, damages, attorney's fees and expenses of every kind and nature that may be sustained by or
made against EDA, its officers, directors, employees, shareholders, representatives, agents,
attorneys, tenants, brokers, successors or assigns that are the direct result of actions by TCCLB,
its officers, directors, employees, shareholders, servicers, representatives, agents, attorneys,
tenants, brokers, successors or assigns, which shall be the responsibility of TCCLB.
3. Insurance Requirements. EDA shall maintain during the term of this
Agreement comprehensive general liability insurance with minimum limits of $1,000,000 per
occurrence and $2,000,000 in the aggregate. Upon request, EDA shall provide a certificate of
insurance evidencing such coverage. As to any claim against EDA for which indemnity is
required, the certificate of insurance will name TCCLB as an additional insured. The certificate
of insurance shall also state that the insurer shall provide written notice to TCCLB of
cancellation or material change in the insurance coverage stated on the certificate not less than
30 days prior to the cancellation or change of coverage. Nothing in this Agreement is intended to
constitute a waiver or limitation on of any immunities and privileges from liability or limits on
liability set forth in Minnesota Statutes, Chapter 466, or otherwise.
4. Costs of Insnection and Appraisals. EDA shall be responsible for paying all
costs resulting from its access to and inspection, such as, but not limited to inspection and
appraisals costs, of the REO Properties. In addition, EDA shall be responsible for paying the •
costs of any appraisals or broker price opinions ordered by EDA.
361811v4 MJM BR305 -90 2
5. Term. The term of this Agreement shall commence on the Effective Date and
• shall continue until December 31, 2010, unless sooner terminated pursuant to Paragraph 6 below.
Any sections of this Agreement which are intended by their terms to continue after termination
survive the expiration or earlier termination of this Agreement.
6. Termination. Either party may terminate this Agreement at its discretion and
without further obligation: (a) immediately if the other party breaches this Agreement and fails to
cure such breach within five (5) business days of written notice of default, or (b) at any time
upon ten (10) days written notice to the other party. Upon termination, all unpaid fees owed to
TCCLB or any third party by EDA shall be immediately due and payable.
7. Independent Contractor. EDA will at all times act as an independent entity and
nothing contained herein will be construed to create the relationships of joint- venturers, agency
or employer and employee between the parties. EDA shall be responsible for the manner and
means of performing its services under this Agreement and said manner and means are subject to
the EDA's sole control. EDA shall be responsible for all state, federal, and local taxes, including
estimated taxes, social security, disability insurance, if any, and any other similar form of
payments, as well as all employment reporting, for the EDA and any of the EDA's employees or
agents.
8. Representation and Warrantv. TCCLB represents and warrants that it has the
full power and authority to assign its right to enter upon and access and to inspect the Identified
Properties and that this Agreement constitutes a valid assignment.
• 9. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute but one and
the same instrument.
10. Entire Agreement. This Agreement contains the entire agreement of the parties
regarding the subject matter of this Agreement, and there are no other promises or conditions in
any other agreement, whether oral or written. This Agreement may only be amended by a
written instrument signed by both parties.
11. Severabilitv. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but
that by limiting such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
(signature pages follow)
•
361811 v4 MJM BR305 -90 3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be •
executed as of the Effective Date first above written.
TWIN CITIES COMMUNITY LAND ECONOMIC DEVELOPMENT
BANK LLC, a Minnesota nonprofit limited AUTHORITY OF THE CITY OF
liability company BROOKLYN CENTER, MINNESOTA, a
municipal corporation under the laws of the
State of Minnesota
By:
Rebecca L. Rom By:
Its: President Its:
By:
Its:
•
361811v4 MJM BR305 -90 4
• HOUSING SERVICES AGREEMENT
THIS AGREEMENT is made as of this day, the of . 20_, by
and between by and between the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY
OF BROOKLYN CENTER ( "City"), a municipal corporation under the laws of the State of
Minnesota, having its principal office at 6301 Shingle Creek Parkway, Brooklyn Center,
Minnesota ( "EDA "), and the WEST HENNEPIN AFFORDABLE HOUSING LAND TRUST, 5101
Thimsen Ave, Suite 200, Minnetonka, Minnesota 55345 ( "Provider').
Recitals
A. The Provider is a non - profit organization that provides affordable housing in the
Minneapolis suburban area.
B. The City applied for and received Neighborhood Stabilization Program ( "NSP ") funds
from Hennepin County pursuant to the provisions contained in the Housing and
Economic Recovery Act of 2008, as amended by the American Recovery and
Reinvestment Act of 2009 ( "Subrecipient Agreement ").
C. The City authorized the EDA to act on its behalf to implement NSP under the terms of
the Subrecipient Agreement (City Resolution 2010 -_). The EDA agreed to undertake
City's duties under the Subrecipient Agreement (EDA Resolution ).
D. The EDA wishes to contract with the Provider to provide up to three affordable housing
• units as part of the EDA's implementation of the Subrecipient Agreement.
E. The EDA and the Provider wish to set forth in writing the terms and conditions of their
agreement.
Therefore, in return for the mutual agreements set forth below, the parties agree as
follows:
1. TERM
The term of this Agreement is from the date of execution by both parties through
December 30, 2011, unless terminated earlier as provided below. This Agreement may be
extended upon written request from the Provider and approval by the EDA.
2. SERVICES
A. With the prior consent of the EDA, the Provider will purchase up to three
properties for $1.00 (per property) from either the EDA or the Greater Metropolitan Housing
Corporation. Then, the Provider will resell each dwelling unit, but not the land upon which the
dwelling unit rests, to an eligible purchaser ( "Dwelling Unit "). The Dwelling Unit shall be
occupied only by a household that qualifies as Low Income, which is defined as a household
with incomes no greater than fifty percent (50 %) of area median income, as published from time
to time by the United States Department of Housing and Urban Development ( "HUD ") for the
twin cities metropolitan area ( "Eligible Purchaser "). The Provider shall verify income from all
sources from each household member prior to the initial and each subsequent resale of a
. Dwelling Unit to a household and shall calculate the household's annual income in accordance
with 24 CFR § 5.609.
363003v2 MJM BR305 -90
B. The Provider will ensure compliance with the occupancy, income, fair return on
investment, continued affordability, resale restrictions and other requirements of 24 CFR §
92.254 for the Effective Period, as defined in 24 CFR § 92.254 and as determined by the EDA.
C. The Provider shall enter into a Ground Lease with each Eligible Purchaser and
each Eligible Purchaser shall execute a Declaration to ensure that the conditions described in
this Section will apply each Dwelling Unit purchased pursuant to this Agreement. The Provider
shall properly record a memorandum of said Ground Lease and the Declaration in the Hennepin
County, Minnesota, land records.
3. NON - ASSIGNMENT
The Provider may not assign, subcontract, transfer, or pledge this Agreement and/or the
services to be performed under it, whether in whole or in part, without the prior consent of the
EDA.
4. RECORDS AND DATA PRACTICES
A. The Provider will maintain such records as are deemed necessary by HUD, the
Minnesota Housing Finance Agency, Hennepin County, City, and the EDA to ensure
compliance with the Subrecipient Agreement and other related agreements and to ensure that
services are provided as represented by the Provider. Pursuant to a request by the EDA, the
Provider will produce such records.
B. The Provider agrees to abide by the provisions of the Minnesota Government •
Data Practices Act and all other applicable State and Federal laws, rules, and regulations
relating to data privacy and confidentiality, and as any of the same may be amended.
5. CONFLICT OF INTEREST
No officer, director, employee, or agent of Provider may engage in a conflict of interest in
providing the services required under this Agreement. A "conflict of interest' is defined as
engaging on behalf of the Provider in any matter that affects the person's financial interests
outside of the person's duties with the Provider, the financial interests of a member of the
person's immediate family, or those of a business with which the person is associated, unless
the effect �on the personal, relative, or business is no greater than on other members of the
same business classification, profession or occupation. "Immediate family' is defined as the
following relatives of the person or the person's spouse: siblings, parents, step - parents,
grandparents, children, step - children, grandchildren, aunts, uncles, and first cousins.
No salaried officer or employee of the EDA and no commissioner of the EDA shall -have
a financial interest, direct or indirect, in this Agreement. The violation of this provision renders
the Agreement void. Any federal regulations and applicable state statutes shall not be violated.
The Provider shall execute the attached certifications regarding lobbying and debarment in
conjunction with the execution of this Agreement, as provided in Exhibit A.
6. SUSPENSION AND TERMINATION
A. If the Provider materially fails to comply with any term of this Agreement, fails to •
maintain its non - profit corporate status with the Internal Revenue Service or the State of
363003v2 MJM BR305 -90 2
• Minnesota, or administers the work in a manner that endangers the performance of this
Agreement, then this constitutes noncompliance and a default. Unless Provider's default is
excused by the EDA, the EDA may cancel this Agreement in its entirety.
B. The EDA's failure to insist upon strict performance of any provision or to exercise
any right under this Agreement cannot be deemed a relinquishment or waiver of the same. This
will not constitute a general waiver or relinquishment throughout the entire term of the
Agreement.
C. This Agreement may be cancelled with or without cause by either party upon 90
days written notice.
7. INDEMNITY
The Provider agrees to hold harmless, indemnify and defend the EDA and City, its
elected officials, officers, agents, and employees against any and all claims, losses, or
damages, including attorneys' fees, arising from, allegedly arising from, or related to, the
provision of services under this Agreement by the Provider, its employees, agents, officers, or
volunteer workers.
8. UNSPECIFIED SERVICES
The EDA will honor no claim for services not specified in this Agreement.
. 9. AUDITS
The books, records, documents, and accounting procedures and practices of the
Provider or other parties relevant to this Agreement are subject to examination by the EDA for a
period of six years after the effective date of this Agreement.
10. DISCRIMINATION
In performance of this Agreement, the Provider shall not discriminate on the grounds of
or because of race, color, creed, religion, national origin, sex, marital status, and status with
regards to public assistance, disability, sexual orientation, or age against any employee of the
Provider, any subcontractor of the Provider, or any applicant for employment. The Provider
shall include a similar provision in all contracts with subcontractors to this Agreement. The
Provider further agrees to comply with all aspects of the Minnesota Human Rights Act,
Minnesota Statutes, Chapter 363A; Title VI of the Civil Rights Act of 1964; and the Americans
with Disabilities Act of 1990.
11. LIMITATION OF REMEDIES
In the event of a breach of this Agreement by the EDA, the Provider shall not be entitled
to recover punitive, special or consequential damages or damages for loss of business.
12. INDEPENDENT CONTRACTOR
Nothing in this Agreement is intended, nor may be construed, to create the relationship of
partners or employer /employee between the parties. The Provider, its officers, agents,
employees, and volunteers are, and will remain for all purposes and services under this
363003v2 MJM BR305 -90 3
Agreement, independent contractors. •
13. NOTICES
All communications, notices, and demands of any kind which either party may be
required or may desire to give to or serve upon the other shall be made in writing, and such
notice shall be deemed sufficiently given if and when it is addressed to the other party as
provided below and either (a) delivered personally, (b) deposited in the United States mail,
registered or certified, with postage prepaid, (c) deposited with an overnight delivery service for
next day delivery, or (d) telecopied:
a. If to the EDA: Economic Development Authority
City of Brooklyn Center
Attention: Tom Bublitz
6301 Shingle Creek Parkway
Brooklyn Center, MN 55430
b. If to Provider: Executive Director
West Hennepin Affordable Housing Land Trust
5101 Thimsen Avenue
Suite 202
Minnetonka, MN 55345
•
14. ENTIRE AGREEMENT
The entire agreement of the parties is contained in this document. This Agreement
supersedes all oral agreements and negotiations between the parties relating to the subject
matter of this Agreement. Any alterations, amendments, deletions or waivers of any provisions
of this Agreement will be valid only when placed in writing.
15. MISCELLANEOUS
This Agreement will be governed by, and construed in accordance with, the laws of the
State of Minnesota. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together will constitute one and the
same agreement.
(signature pages follow)
•
363003v2 MJM BR305 -90 4
• IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year
first above written.
WEST HENNEPIN AFFORDABLE ECONOMIC DEVELOPMENT AUTHORITY
HOUSING LAND TRUST OF THE CITY OF BROOKLYN CENTER,
MINNESOTA
By: Janet Lindbo
By:
Its Executive Director Its:
By:
Its:
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this — day of , 20_, by
, the Executive Director of the Economic Development Authority of the City of
Brooklyn Center, a municipal corporation under the laws of the State of Minnesota.
Notary Public
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of , 20_, by
the Chairperson of the Economic Development Authority of the City of Brooklyn
Center, a municipal corporation under the laws of the State of Minnesota.
Notary Public
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this — day of , 20_, by
Janet Lindbo, the Executive Director of West Hennepin Affordable Housing Land Trust, a
Minnesota non - profit corporation, on behalf of said corporation.
Notary Public
(Signature Page for Housing Services Agreement)
363003v2 MJM BR305 -90 5
EXHIBIT A •
CERTIFICATIONS REGARDING LOBBYING AND DEBARMENT
1. CERTIFICATION REGARDING LOBBYING
The Provider shall sign the following certification statement in accordance with the
requirements of 24 CFR 570.611, 24 CFR 85.36, and 24 CFR 84.42:
The undersigned hereby certifies, to the best of his or her knowledge and belief, that:
(1) NO FEDERAL APPROPRIATED FUNDS HAVE BEEN PAID, OR WILL BE
PAID, BY OR ON BEHALF OF THE UNDERSIGNED, TO ANY PERSON
FOR INFLUENCING OR ATTEMPTING TO INFLUENCE AN OFFICER OR
EMPLOYEE OF AN AGENCY, A MEMBER OF CONGRESS, AN OFFICER
OR AN EMPLOYEE OF CONGRESS, OR AN EMPLOYEE OF A MEMBER
OF CONGRESS IN CONNECTION WITH THE AWARDING OF ANY
FEDERAL CONTRACT, THE MAKING OF ANY FEDERAL GRANT, THE
MAKING OF ANY FEDERAL LOAN, THE ENTERING INTO OF ANY
COOPERATIVE AGREEMENT, AND THE EXTENSION, CONTINUATION,
RENEWAL, AMENDMENT, OR MODIFICATION OF ANY FEDERAL
CONTRACT, GRANT, LOAN, OR COOPERATIVE AGREEMENT.
(1) IF ANY FUNDS OTHER THAN FEDERAL APPROPRIATED FUNDS HAVE
BEEN PAID OR WILL BE PAID TO ANY PERSON FOR INFLUENCING OR •
ATTEMPTING TO INFLUENCE AN OFFICER OR EMPLOYEE OF AN
AGENCY, A MEMBER OF CONGRESS, AN OFFICER OR AN EMPLOYEE
OF CONGRESS, OR AN EMPLOYED OF A MEMBER OF CONGRESS IN
CONNECTION WITH THIS FEDERAL CONTRACT, GRANT, LOAN, OR
COOPERATIVE AGREEMENT, THE UNDERSIGNED SHALL COMPLETE
AND SUBMIT STANDARD FORM LLL, "DISCLOSURE FORM TO REPORT
LOBBYING," IN ACCORDANCE WITH ITS INSTRUCTIONS.
(2) THE UNDERSIGNED SHALL REQUIRE THAT THE LANGUAGE OF THIS
CERTIFICATION BE INCLUDED IN THE AWARD DOCUMENTS ALL SUB -
AWARDS AT ALL TIERS (INCLUDING SUB - CONTRACTS, SUB - GRANTS,
AND CONTRACTS UNDER GRANTS, LOANS, AND COOPERATIVE
AGREEMENTS) AND THAT ALL SUB - RECIPIENTS SHALL CERTIFY AND
DISCLOSE ACCORDINGLY.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
IN WITNESS WHEREOF, I have set my hand this (date).
BY: FOR: o
(organization)
Title:
363003v2 MJM BR305 -90 6
• II. CERTIFICATION REGARDING DEBARMENT
The Provider shall sign the following certification statement:
Certification Regarding Debarment, Suspension, and
Other Responsibility Matters Primary Covered Transactions
This certification is required by the regulations implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part 98, § 98.510, Participants' responsibilities.
The regulations were published as Part VIII of the May 26, 1988 Federal Register (pages
19160 — 19211).
AS THE DULY AUTHORIZED REPRESENTATIVE OF THE APPLICANT, I CERTIFY, TO THE
BEST OF MY KNOWLEDGE AND BELIEF, THAT NEITHER THE APPLICANT NOR ANY OF
THE PRINCIPALS:
(1) ARE PRESENTLY DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT,
DECLARED INELIGIBLE, OR VOLUNTARILY EXCLUDED FROM COVERED
TRANSACTIONS BY ANY FEDERAL DEPARTMENT OR AGENCY.
(2) HAS, WITHIN A THREE -YEAR PERIOD PRECEDING THIS APPLICATION, BEEN
CONVICTED OF, OR HAD A CIVIL JUDGMENT ENTERED AGAINST THEM FOR
COMMISSION OF FRAUD OR OTHER CRIMINAL OFFENSE IN CONNECTION WITH
OBTAINING, ATTEMPTING TO OBTAIN, OR PERFORMING A PUBLIC (FEDERAL,
STATE OR LOCAL) TRANSACTION OR CONTRACT UNDER A PUBLIC
TRANSACTION; VIOLATION OF FEDERAL OR STATE ANTITRUST STATUTES OR
. COMMISSION OF EMBEZZLEMENT, THEFT, FORGERY, BRIBERY, FALSIFICATION
OR DESTRUCTION OR RECORDS, MAKING FALSE STATEMENTS, OR RECEIVING
STOLEN PROPERTY.
(3) IS PRESENTLY INDICTED FOR OR OTHERWISE CRIMINALLY OR CIVILLY
CHARGED BY A GOVERNMENTAL ENTITY (FEDERAL, STATE OR LOCAL) WITH
COMMISSION OF ANY OF THE OFFENSES ENUMERATED IN PARAGRAPH (2) (B)
OF THIS CERTIFICATION, AND
(4) HAS NOT, WITHIN A THREE -YEAR PERIOD PRECEDING THIS APPLICATION, HAD
ONE OR MORE PUBLIC TRANSACTIONS (FEDERAL, STATE OR LOCAL)
TERMINATED FOR CAUSE OR DEFAULT.
(5) WHERE THE APPLICANT IS UNABLE TO CERTIFY TO ANY OF THE STATEMENTS
IN THIS CERTIFICATION, HE OR SHE SHALL ATTACH AN EXPLANATION TO THIS
APPLICATION.
(6) THE UNDERSIGNED SHALL REQUIRE THAT THE LANGUAGE OF THIS
CERTIFICATION BE INCLUDED IN ALL SUBCONTRACT AWARDS PURSUANT TO
THIS CONTRACT AND AGREES TO REQUIRE ANY SUCH SUB - CONTRACTORS TO
SIGN A DEBARMENT CERTIFICATION.
(Name and Title of Authorized
Representative)
• (Signature)
363003v2 MJM BR305 -90