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2000 09-11 HRAP
HRA MEETING City of Brooklyn Center September 11, 2000 AGENDA • 1. Call to Order 2. Roll Call 3. Approval of Agenda and Consent Agenda -The following items are considered to be routine by the Housing and Redevelopment Authority 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 Commissioners not present at meetings will be recorded as abstaining from the vote on the minutes. 1. Special Session - December 13, 1999 4. Commission Consideration Items a. HRA 2001 Tax Levy and Budget 1. Resolution Establishing the Preliminary Tax Levy for the Brooklyn Center • Housing and Redevelopment Authority for the Year 2001 2. Resolution Approving the Preliminary Brooklyn Center Housing and Redevelopment Authority Budget for the Year 2001 Pursuant to MSA Chapter 469.033, Subdivision 6 and MSA Chapter 469.107, Subdivision 1 - Requested Commission Action: -Motion to adopt resolutions. b. Report on Lot 1, Block 1, Brooklyn Farm Subdivision - Requested Commission Action: - Direction to staff on enforcing City's HRA interests. (Materials to be delivered on Friday) 5. Adjournment • HRA Item No. 3a • • MINUTES OF THE PROCEEDINGS OF THE HOUSING AND REDEV • ELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA SPECIAL SESSION DECEMBER 13, 1999 CITY HALL 1. CALL TO ORDER The Brooklyn Center Housing and Redevelopment Authority (HRA) met in regular session and was called to order by Chair Myrna Kragness at 7:03 p.m. 2. ROLL CALL Chair Myrna Kragness, Commissioners Debra Hilstrom, Kay Lasman, Ed Nelson, and Robert Peppe. Also present: Executive Director Michael J. McCauley, Assistant City Manager/HR Director Jane Chambers, City Attorney Charlie LeFevere, and Recording Secretary Maria Rosenbaum. • 3. APPROVAL OF AGENDA AND CONSENT AGENDA A motion by Commissioner Lasman, seconded by Commissioner Nelson to approve the agenda and consent agenda. Motion passed unanimously. 3a. APPROVAL OF MINUTES A motion by Commissioner Lasman, seconded by Commissioner Nelson to approve the minutes from the special session on September 13, 1999. Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. HRA 2000 TAX LEVY AND BUDGET 1. RESOLUTION ESTABLISHING THE FINAL TAX LEVY FOR THE BROOKLYN CENTER HOUSING AND REDEVELOPMENT AUTHORITY FOR THE YEAR 2000 2. RESOLUTION APPROVING THE FINAL BROOKLYN CENTER HOUSING AND REDEVELOPMENT AUTHORITY BUDGET FOR THE YEAR 2000 PURSUANT TO MSA CHAPTER 469.033, • SUBDIVISION 6 AND MSA CHAPTER 469.107, SUBDIVISION 1 12/13/99 -1- DRAFT Executive Director Michael McCauley discussed these resolutions would approve establishing the HRA final tax levy and budget for the year 2000. RESOLUTION NO. 99-03 Commissioner Lasman introduced the following resolution and moved its adoption: RESOLUTION ESTABLISHING THE FINAL TAX LEVY FOR THE BROOKLYN CENTER HOUSING AND REDEVELOPMENT AUTHORITY FOR THE YEAR 2000 The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Nelson. Motion passed unanimously. RESOLUTION NO. 99-04 Commissioner Lasman introduced the following resolution and moved its adoption: RESOLUTION APPROVING THE FINAL BROOKLYN CENTER HOUSING AND REDEVELOPMENT AUTHORITY BUDGET FOR THE YEAR 2000 PURSUANT TO MSA CHAPTER 469.033, SUBDIVISION 6, AND MSA CHAPTER 469.107, SUBDIVISION 1 The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Nelson. Motion passed unanimously. 5. ADJOURNMENT A motion by Commissioner Nelson, seconded by Commissioner Hilstrom to adjourn the meeting at 7:04 p.m. Motion passed unanimously. Chair I 12/13/99 -2- DRAFT HRA Item No. 4a MEMORANDUM TO: Michael J. McCauley, City Manager FROM: Charlie Hansen, Finance Director DATE: September 6, 2000 SUBJECT: Preliminary H.R.A. 2001 Tax Levy and Budget Attached are resolutions adopting a preliminary 2001 H.R.A. Budget and requesting the City Council to levy a preliminary 2001 property tax on behalf of the H.R.A. The H.R.A. is limited by state law to a property tax levy of no more than 0.0144% of the City's taxable market value. In past years, the City has always levied this maximum amount. For 2001, we expect this levy will raise $154,835 less $4,645 for the 3% estimated uncollectible allowance, for a net revenue of $150,190. We also expect to receive $19,684 of homestead credit from the State of Minnesota. These revenues total $169,874. The entire amount will be transferred to the E.D.A. which has more flexibility under state law to conduct programs. • . Member introduced the following resolution and moved its adoption: HRA RESOLUTION NO. RESOLUTION ESTABLISHING THE PRELIMINARY TAX LEVY FOR THE BROOKLYN CENTER HOUSING AND REDEVELOPMENT AUTHORITY FOR THE YEAR 2001 WHEREAS, Minnesota statutes currently require certification to the Hennepin County Auditor of a preliminary tax levy on or before September 15, 2000 and a final tax levy on or before December 28, 2000. NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority of the City of Brooklyn Center as follows: Section 1: That there be and hereby is levied a property tax for the Housing and Redevelopment Authority, for the year 2001, at a rate of 0.0144% of taxable market value of all taxable property, real and personal, situated within the corporate limits of the City of Brooklyn Center, Minnesota and not exempted by the Constitution of the State of Minnesota or the valid laws of the State of Minnesota, for the purpose of establishing an H.R.A. Fund and conducting the operation of a H.R.A. pursuant to the provisions of MSA 469.001 through 469.047. • Section 2: That the consent resolution b the City Council of the City of Y tY Y Brooklyn Center to this special tax for the operation of the Housing and Redevelopment Authority be attached to this resolution and made a part of it. Date Chairman The motion for the adoption of the foregoing resolution was duly seconded by member 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. • Member introduced the following resolution and moved its adoption: HRA RESOLUTION NO. RESOLUTION APPROVING THE PRELIMINARY BROOKLYN CENTER HOUSING AND REDEVELOPMENT AUTHORITY BUDGET FOR THE YEAR 2001 PURSUANT TO MSA CHAPTER 469.033, SUBDIVISION 6 AND MSA CHAPTER 469.107. SUBDIVISION 1 WHEREAS, the Brooklyn Center Housing and Redevelopment Authority has considered the preliminary budget and finds that this budget is necessary for the operation of the Brooklyn Center Housing and Redevelopment Authority during the year 2001. NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority for the City of Brooklyn Center as follows: 1. that the preliminary budget of the Housing and Redevelopment Authority for said City is hereby approved and shall be: ESTIMATED REVENUES: General Property Taxes $150,190 Intergovernmental Revenue Homestead Credit 19.684 Total Revenue by Source $169,874 APPROPRIATIONS: Transfer to E.D.A. Fund $169,874 2. that a copy of this resolution, together with the preliminary budget, be submitted to the City Council of the City of Brooklyn Center. Date Chairman The motion for the adoption of the foregoing resolution was duly seconded by member 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. Prelimlv\hrabdgt • r • 3 1 1 I EDA Agenda Item: 4.c. HRA Agenda Item: 4.c. j City Council Agenda Item: 8.e. a 1 a q 1 i i City of Brooklyn Center A great place to start. A great place to stay. To: Mayor Kragness and Council Members Hilstrom, Lasman, Nelson and Peppe From: Michael J. McCauley City Manager Date: September 8, 2000 Re: Lot 1, Block 1, Brooklyn Farm Subdivision Lot 1, Block 1, Brooklyn Farm Subdivision is shown on the attached sheet as the darkened lot adjacent to the Earle Brown Heritage Center and the glass office tower. It has recently been the subject of attention as a potential location for an orphanage /charter school. In December of 1985, the City and the City Housing and Redevelopment Authority entered into a Contract for Private Development of this property as part of the tax increment district plans for the development of the Earle Brown Heritage Center and the surrounding area. That Contract for Private Development obligated the developer to build the glass office tower located south of Lot 1, Block 1, Brooklyn Farm Subdivision. This was Phase I of the development. The developer also had obligations relating to Phase II located on Lot 1, Block 1, Brooklyn Farm Subdivision. Development of Phase II contemplated an office building of a specific footprint, with the height of the building to be determined in reference to the parcel's physical capacity and the adjacent area's traffic capacity. Approval of certain aspects of Phase II were given to the City and HRA. Failure to abide by the terms of the Contract for Private Development has the potential to trigger default provisions in the agreement. Since the City and HRA acquired both Lots 1 and 2, Block 1, Brooklyn Farm Subdivision and then re- conveyed them to the developer for $1.00. The tax increment district has expended significant resources to generate commercial development to enhance the tax increment district which carries a debt load and to generally enhance the commercial development in the City. Based on these actions and investment, I would ask the City Council, Housing and Redevelopment Authority, and the Economic Development Authority to authorize me to further explore the options available to us in protecting the investment already made and enforcing the obligations imposed on the owner of Lot 1, Block 1, Brooklyn Farm Subdivision pursuant to the Contract for Private Development. As part of that authorization, I would request that the EDA's bond counsel, Briggs & Morgan and 1, be authorized to undertake legal enforcement of the Contract for Private Development as may be deemed appropriate after further review of the City, HRA, and EDA's rights under the agreement. 6301 Shingle Creek Pkwy, Brooklyn Center, MN 55430 -2199 • City Hall & TDD Number (612) 569 -3300 Recreation and Community Center Phone & TDD Number (612) 569 -3400 • FAX (612) 569 -3494 An Affirmative Action/ Equal Opportunities Employer Nm e , INTERS'TA�T 94 �Par� 3511921430016 p 5 5430 k: __. -- E BHyVv — u1l ` a2 B6 I! 1 1 921 3543001 1 x K Y 0001 0001 " 03137 35119-21-43-0016 e': =_.'_: ".. BROOKLYN FARM • ` fap`Cli6k g .ti t,Adares 1 oil CCe1 . &3 z ° ��" "tir .. '�� az. x CONTRACT FOR PRIVATE DEVELOPMENT Among THE HOUSING AND REDEVELOPMENT AUTHORITY x IN AND FOR THE CITY OF BROOKLYN CENTER and THE CITY OF BROOKLYN CENTER, MINNESOTA and BROOKDALE THREE LIMITED PARTNERSHIP and BROOKDALE CORPORATE CENTER, A LIMITED PARTNERSHIP This Instrument Drafted by: LeFevere, Lefler, Kennedy, O'Brien & Drawz a Professional Association 2000 First Bank Place West Minneapolis, Minnesota 55402 Telephone: (612) 333 -0543 TABLE OF CONTENTS Page Preamble ARTICLE I. DEFINITIONS, EXHIBITS, RULES OF INTERPRETATION Section 1.1. Definitions 2 Section 1.2. Exhibits 3 Section 1.3. Rules of Interpretation 4 ARTICLE II. REPRESENTATIONS Section 2.1. By the Developer 4 Section 2.2. By the HRA and City 5 ARTICLE III. SALE AND CONVEYANCE Section 3.1. Sale by ERA 6 Section 3.2. Sale by Brookdale 8 Section 3.3. Closing Documents 8 Section 3.4. Real Estate Taxes and Special Assessments 9 Section 3.5. Title Insurance 9 ARTICLE IV. CONSTRUCTION OF IMPROVEMENTS - PROJECT I Section 4.1. Agreement to Construct 10 Section 4.2. Demolition 10 Section 4.3. Soil Correction 10 Section 4.4. Soil Correction - 'Indemnity 10 Section 4.5. Project Plans 11 Section 4.6. Commencement and Completion of Construction 12 Section 4.7. Certificate of Completion 13 Section 4.8. Common Access Roadway 14 Section 4.9. Public Improvements 15 ARTICLE IVA. CONSTRUCTION OF IMPROVEMENTS - PROJECT II Section 4A.1. Agreement to Construct 15 Section 4A.2. Demolition 16 Section 4A.3. Soil Correction 16 Section 4A.4. Soil Correction - Indemnity 16 Section 4A.5. Project Plans 16 Section 4A.6. Public Improvements 18 Section 4A.7. North Parking Area 19 TABLE OF CONTENTS - Cont'd Page ARTICLE V. INSURANCE Section 5.1. Definitions 20 Section 5.2. Insurance 20 Section 5.3. Modification for Benefit of Mortgagees 22 ARTICLE VI. TAR INCREMENT Section 6.1. Real Property Taxes 22 ARTICLE VII. FINANCING - PROJECT I Section 7.1. Financing 26 Section 7.2. Limitation Upon Encumbrance of Property 26 Section 7.3. Copy of Notice of Default to Lender 27 Section 7.4. Mortgagee Not Obligated to Construct 27 Section 7.5. HRA's Option to Cure Default 28 Section 7.6. Subordination 29 ARTICLE VIII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER - PROJECT I Section 8.1. Representation as to Redevelopment 29 Section 8.2. Prohibition Against Transfer of Project I 30 Property and Assignment of Agreement Section 8.3. Approvals 31 Section 8.4. Upon Completion 31 ARTICLE I%. EVENTS OF DEFAULT Section 9.1. Events of Default Defined 31 Section 9.2. Remedies on Default 32 Section 9.3. Revesting Interest in HRA Upon Happening 33 of Event Subsequent to Conveyance Section 9.4. Resale of Reacquired Property; Disposition 35 of Proceeds Section 9.5. No Remedy Exclusive 35 Section 9.6. No Additional Waiver Implied by One Waiver 35 Section 9.7. Upon Completion 36 t TABLE OF CONTENTS - Cont'd Page ARTICLE X. ADDITIONAL PROVISIONS Section 10.1. Conflict of Interests; Representatives 36 Not Individually Liable Section 10.2. Non - Discrimination 36 Section 10.3. Provisions Not Merged With Deed 37 Section 10.4. Notice of Status and Conformance 37 Section 10.5. Notices and Demands 37 Section 10.6 Counterparts 38 EXHIBITS Final CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT, made and entered into this / 5 day of L��520�'e 1985, by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, a Minnesota public body corporate and politic (HRA), the CITY OF BROOKLYN CENTER, a Minnesota Municipal Corporation (City), BROOKDALE THREE LIMITED PARTNERSHIP, a Minnesota limited partner- ship (Brookdale Three), Developer as to Project I, and BROOKDALE CORPORATE CENTER, A LIMITED PARTNERSHIP, a Minnesota limited partnership (Brookdale), Developer as to Project II. W I T N E S S E T H: WHEREAS, the City and the HRA have created and established the Earle Brown Farm Redevelopment District (Project Area) pursuant to the authority granted in Minnesota Statutes 1984, Chapter 462; and WHEREAS, the Developers have proposed development within the Project Area (the Project) which the HRA and City believe will promote and carry out the objectives for which redevelopment is undertaken, will be in the vital best interests of the City, will promote the health, safety, morals, and welfare of its residents and will be in accord with the public purposes and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the ERA is willing to sell and the Developers are willing to purchase property within the Project Area (the Property) and to develop the Property for and in accordance with the Agreement; and 1 WHEREAS, the City is willing to construct, reconstruct and maintain certain public improvements in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the premises and mutual obliga- tions of the parties contained herein, each of them does hereby represent, covenant and agree with the others as follows: ARTICLE I. DEFINITIONS, EXHIBITS, RULES OF INTERPRETATION 1.1) Definitions - In this Agreement, the following terms have the following respective meanings unless the context hereof clearly requires otherwise. (01) Tax Increment Bonds (TIF Bonds) - The general obligation tax increment bonds issued by the City to finance the acquisition of the Property and related costs. The term shall also include any bonds or obligations issued to refund any Bonds. (02) Concept Plan - The drawings and narrative description of Proj- ect I and Project II contained in Exhibit J. (03) Construction Contract - A contract that provides for completion of the improvements constituting a Component of the Project. (04) District - The Project Area. (05) Financial Commitment - A written document which sets forth the conditions which, if satisfied by Developer, entitles Developer to a loan in a specified amount at specific loan terms. (06) Improvements - Each and all of the Improvements specified and provided in the Concept Plan which are approved by the HRA and City as hereinafter provided. (07) Market Value - The market value of the Property as determined by the City Assessor of the City of Brooklyn Center in accordance with Minnesota Statutes 1984, Section 273.11 (or as finally adjusted by an assessor, Board of Equalization, Commissioner of Revenue or any court of competent jurisdiction). (08) Maturity Date - The date on which the last TIP Bonds issued to assist the Project Area mature, or are paid, defeased or redeemed according to their terms. 2 (09) Project I - The project consists of an office building and related parking and site improvements with an estimated market value on completion of $6,394,445 located on the Project I Property. (10) Project II - The project consists of. an office building and related parking and site improvements located on the Project II Property. (11) Project Area - The Earle Brown Farm Redevelopment District as established by the HRA and the City. (12) Project Plans - Detailed schematic plans to be- approved by the City and ERA as hereinafter provided. (13) Project I Property - The real property described in Exhibit A. . (14) Project II Property - The real property described in Exhibit C. (15) Redevelopment Plan - The Earle Brown Farm Redevelopment Plan. (16) Unavoidable Delay - A forced delay of any party in the perfor- mance of obligations which is the direct result of unforeseeable events beyond the control of the Developer, the City, or the ERA and without their fault or negligence, including, but not re- stricted to, acts of God, acts of the other party, fire, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unavailability of materials, unusually severe weather or delays of subcontractors. 1.2) Exhibits - The following exhibits are attached to and made a part of this Agreement. A. Project I Property Description; B. Project I Property to be conveyed by HRA to Brookdale Three; C. Project II Property Description; D. Project II Property to be conveyed by HRA to Brookdale; E. HRA Property Description (land to be acquired by HRA from R.F.I., Inc.); F. HRA Property Description (land to be acquired by HRA from Brookdale); G. Certificate of Completion; H. Assessment Agreement and Assessor's Certification; I. Agreement to Pay Deficiencies; _ 3 J. Concept Plan; R. Hoffman Memorandum; L. North Parking Area. 1.3) Rules of Interpretation - (01) This Agreement shall be interpreted in accordance with and governed by the laws of the State of Minnesota; (02) The words "herein" and "hereof" and words of similar import, without reference to any particular section or subdivision refer to this Agreement as a whole rather than any particular section or subdivision hereof; (03) References herein to any particular section or subdivision hereof are to the section or subdivision of this instrument as original- ly executed; (04) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II. REPRESENTATIONS 2.1) Representations by the Developer - With respect to their individual Projects only, Brookdale and Brookdale Three make the following representations. (01) Brookdale and Brookdale Three have the power to enter into this Agreement and have duly authorized the execution, delivery and performance of this Agreement by proper action. (02) If, to the extent allowed by law, the City or HRA makes available to Brookdale Three tax exempt financing in the exercise of its reasonable discretion, Brookdale Three has the capability to obtain necessary equity capital and mortgage financing commit- ments necessary for construction of the Improvements. (03) If the conditions precedent to construction occur, Brookdale Three will construct the Improvements described in the Project Plans in accordance with the terms of this Agreement, the Redevelopment Plan and, unless otherwise specified and agreed to by the City, all local, state and federal laws and regulations. Brookdale Three represents that the Project I Improvements and land will have a market value of at least $6,394,445. 4 (04) Brookdale and Brookdale Three will exercise all reasonable efforts to obtain, in a timely manner, all required permits, licenses and approvals and will meet in a timely manner, all lawful requirements of all local, state and federal laws and regulations which must be obtained or met before the Improvements may be constructed. With respect to permits, licenses and approvals required to be given by the City or HRA, neither body will unreasonably delay consideration of or unreasonably withhold such issuance. (05) With respect to the Project I Property, Brookdale Three represents and with respect to the Project II Property, Brookdale represents that any signing erected will satisfy the following criteria: i. Only the signs depicted in the approved Project Plans will be permitted. ii. Any signs thereafter erected, whether in addition to or as a replacement of the signs contained in the Project Plans, will be an integral part of the building in terms of design and quality. Billboard type signs on the rooftop, building facades or other areas on the property will not be permitted except that temporary billboard signs which are permitted by ordinance may be erected. All signs erected or placed on the property will advertise only the businesses or products or services of the businesses occupying the property. iii. The criteria contained in this Paragraph 2.1(05) are intend- ed to be minimum criteria, and the Developer represents that it will abide by any more restrictive requirements contained in applicable City ordinances or state statutes currently existing or hereafter enacted. (06) Brookdale Three will cooperate with the HRA. in the HRA's efforts to acquire the land described in Exhibit E. 2.2) Representations by HRA and City, - The HRA and City make the following representations as the basis for the undertaking of their respec- tive parts herein contained. (01) The HRA and City are authorized by law to enter into this Agree- ment and to carry out their obligations hereunder. (02) The HRA shall use its best efforts to convey the land described in Exhibit B by quitclaim deed to Brookdale Three and Exhibit D to Brookdale. (03) The ERA and City shall use their best - efforts, in the reasonable exercise of their discretion, to make available tax exempt financing for Project I. 5 (04) The HRA and the City shall cooperate with Developers in their efforts to obtain all federal, state and regional agency land use, environmental or other regulatory approvals necessary to implement Project'I and Project II. (05) Neither the City nor the BRA is aware of any hazardous wastes, chemicals, substances or other pollutants being currently stored, kept or located upon those portions of the Project I and Project II properties to be conveyed by the ERA pursuant to this Agreement. (06) The City and HRA will complete the landscaping plan for the boulevards and all entries to the Tax Increment District in accordance with the Plan prepared by Westwood Planning and Engineering Company without cost to Brookdale Three or Brookdale, and without any special assessments of the cost thereof. ARTICLE III. SALE AND CONVEYANCE 3.1) Sale by ERA - Subject to all other terms, covenants and con- ditions of this Agreement and all other procedural requirements, the BRA agrees to sell and Brookdale Three agrees to purchase the tract of land described in Exhibit B included within the Project I Property, and Brookdale agrees to purchase the tract of land described in Exhibit D included within the Project II Property. (01) Consideration - Brookdale shall furnish, as consideration for such conveyance, conveyance to the MU of the land described in Exhibit F. Brookdale Three shall furnish, as consideration for such conveyance, the sum of One Dollar. (02) Closin Date - That parties agree to utilize their best efforts to simultaneously close on the land described in Exhibits B and D on December 17, 1985; provided that if closing has not taken place by April 1, 1986 this Agreement shall automatically termi- nate, become null and void and the parties hereto shall without further act by any party thereby be released and discharged from any further obligation hereunder. (03) The deeds of conveyance shall be subject to the following reser vations and restrictions: i. The deed of conveyance to Brookdale Three will contain a covenant that grantee will construct and maintain on such property the parking area shown on Exhibit J and further 6 J will set aside for the benefit and use of the HRA and its assigns the 40 parking stalls located reasonably convenient to the Earle Brown Farm site. ii. The deed of conveyance to Brookdale will contain a covenant that grantee will not use such property except as provided in this Agreement without first having obtained the written approval of the HRA and City. The HRA and City agree not to unreasonably withhold such approval and will grant such approval if (a) the proposed use is in conformance with the Redevelopment Plan and all applicable zoning requirements and (b) the HRA finds that the proposed use will be in conformance with the peak hour trip generation standards contained in Exhibit R. (04) Conditions Precedent to Closing, Developer - i. Financial Commitments and Construction Contracts - Prior to any closing, Brookdale Three shall provide the HRA with evidence acceptable to the HRA of Financial Commitments and Construction Contracts for construction of the Improvements on the Project I Property in accordance with the terms of this Agreement. If the HRA finds, in the reasonable exer- cise of its discretion, that the financing is sufficiently consistent with real estate development industry standards for similar financing arrangements and adequate in amount to provide for the construction of the Improvements, and that the Financial Commitments obligate the lenders to proceed subject to the provisions of Article VIII and Section 10.2 of this Agreement and that any conditions imposed by the Financial Commitments on the HRA or the City are reasonable, the HRA shall notify Brookdale Three in writing of its approval. _.Tf the HRA rejects the evidence of Financial Commitment or Construction Contract provided by Brookdale Three, Brookdale Three shall have 30 days (but not longer from the last date for closing for the applicable parcel) from receipt of such notification of rejection to submit additional evidence, satisfactory to the HRA, of Financial Commitment and Con- struction Contracts. Notwithstanding any of _the foregoing, the HRA and City specifically find that the tax exempt IDB financing in the amount of $8,900,000. which Brookdale Three is currently seeking through application to the City will, when the Bonds are sold, unconditionally satisfy the requirements of this subparagraph i. ii. On or before the date of closing, the HRA has entered into a Purchase Agreement for the purchase of the land described in Exhibit E which agreement shall contain only such contin- gencies as are acceptable to the HRA and which shall provide for a purchase price not to exceed $625,000. 7 iii. On or before the date of closing, Brookdale shall convey to the HRA by quitclaim deed marketable title to the land described in Exhibit F. iv. Other Provisions - All other provisions of this Agreement which must, by their terms, be performed on or before the closing are incorporated at this point as though fully set out at this point. 3.2) Sale by Brookdale - Subject to all other terms, covenants and conditions of this Agreement and all other procedural requirements, Brookdale agrees to sell and the BRA agrees to purchase the tract of land described in Exhibit F. (01) Consideration - The HRA shall furnish as consideration for the land described in Exhibit F the conveyance to Brookdale of the land described in Exhibit D. (02) Closing Date - Closing on the land described in Exhibit F shall occur on the same date as the closings on the land described in Exhibits B and D. (03) Condition Precedent to Closing, HRA - i. On or before the date of closing the HRA shall convey to Brookdale and Brookdale Three by quitclaim deeds the land described in Exhibits D and B, respectively. ii. Other Provisions - All other provisions of this Agreement which must, by their terms, be performed on or before the closing are incorporated at this point as though fully set out at this point. 3.3) Closing Documents - On the date of the closings described in Sections 3.1 and 3.2, the Sellers shall deliver to the Purchasers: (a) a Seller's form judgment and lien affidavit covering all judgments, tax liens, bankruptcies, pending actions in any court, mechanic's liens and unrecorded contracts, leases, easements, or other agreements relating to the property, and (b) a title insurance commitment as described in Sec- tion 3.5 herein. 8 3.4) Real Estate Taxes and Special Assessments - Real estate taxes due and payable in the year of closing and installments on special assess- ments payable therewith shall be prorated as of the date of closing. 3.5) Title Insurance. The parties shall jointly obtain a commitment for the issuance of an owner's title insurance policy or policies. The commitment shall commit the insurer for the issuance of an owner's title insurance policy (ALTA FORM "B "), shall name the HRA the proposed insured party with respect to the land described in Exhibit F, shall name Brookdale and Brookdale Three as the proposed insured parties with respect to the land described in Exhibits D and B, respectively, shall be certified to date, including searches and bankruptcies and state and federal judgments, tax and other liens and for all special assessments levied or pending. Each party shall be allowed five days from receipt of the commitment for examination of the commitment and delivery to the other party of a list of all encumbrances or other interests which are unacceptable to such party. Objections may be raised only as to defects consisting of encumbrances or other interests which, when taken as a whole, would materially detract from the value of the property or restrict or prohibit its intended use. Objections not made within such period are deemed waived. The parties shall have 180 days from the date of timely objection to correct a defect and supply the other party with an updated commitment. In the event that the defect is not removed during that period and is not waived by the objecting party, this Agreement shall be null and void and all parties shall be released from their obligations herein to any other party. 9 ARTICLE IV. CONSTRUCTION OF IMPROVEMENTS - PROJECT I 4.1) Agreement to Construct - Subject to delivery of title to the property described in Exhibit B, Brookdale Three agrees that it will construct the Improvements on the Project I Property in accordance with the approved Concept Plan, excluding any reference in the Concept Plan to any potential future development on the Project II Property. 4.2) Demolition - Brookdale Three shall, at its sole expense, raze and remove all structures remaining on the Project I Property at the time of conveyance by the HRA. 4.3) Soil Correction - Brookdale Three shall have the sole respon- sibility to make any necessary soil correction and site improvements. Except for the representation made in Section 2.2(05), neither the HRA nor the City has made any representations concerning the nature of soils on the Project I Property described in Exhibit B, the suitability of such soils for Project I, or the cost of correcting any unsuitable soil conditions. Site improvements include, without limitation, grading, removal, and replacement of fill, compacting, retaining walls, piling, footings, removal of gas services, telephone services, electrical services, sanitary sewers, water services, wells, foundations, trees and basements. 4.4) Soil Correction - Indemnity - Brookdale Three agrees to indemni- fy and hold harmless the HRA, the City, and their officers, agents and employees from any claim or cause of action for personal injury, property damage, death, business interruption or other cause in equity or at law arising out of or occasioned by the soil correction or demolition activ- ities performed by Brookdale Three, its agents or employees. Brookdale Three waives and releases any claim it may have now or in the future 10 against the City, the ERA, and their officers, agents and employees from any claim Brookdale Three may have arising out of or occasioned by the presence of hazardous wastes on or in the Project I Property. j �rrri off.. 4.5) Project Plans - Not later than March 1, 1986, Brookdale Three 6 shall submit detailed schematic Project Plans for Project I (Project I Plans). The Project I Plans shall provide for the construction of the Improvements and shall be in conformity with this Agreement, and all applicable state and local laws and regulations. The ERA shall approve the Project I Plans in writing if, in the reasonable discretion of the ERA (a) the Project I Plans conform to the terms and conditions of this Agreement including Exhibit J; (b) the Project I Plans conform to all applicable federal, state and local law, ordinances, rules and regulations; (c) the Project I Plans are adequate to provide for the construction of the Im- provements; and (d) the Project I Plans do not provide for expenditures in' excess of the funds available to Brookdale Three for construction of the Improvements. No approval by the ERA shall relieve Brookdale Three of the obligation to comply with the terms of this Agreement, the terms of the Redevelop6ezat Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Improvements. The ERA reserves the unrestricted right to reject the Project I Plans if in its sole dis- cretion the ERA determines that items contained therein were not addressed in Exhibit J and are unacceptable to the ERA. Such Project I Plans shall, in any event, be deemed approved unless rejected in writing by the ERA, in whole or in part. Such rejection shall set forth in detail the reasons therefor, and shall be made within twenty days after the date of their receipt by the ERA. If the ERA rejects the Project I Plans in whole or in part, Brookdale Three shall submit new or corrected Project I Plans within 11 twenty days after written notification to Brookdale Three of the rejection. The provisions of this Section relating to approval, rejection and resub- mission of corrected Project I Plans shall continue to apply until the Project I Plans have been approved by the HRA. The HRA may review and approve portions of the Project I Plans which may be submitted by Brookdale Three from time to time prior to the date such Project I Plans are required to be submitted to the HRA pursuant to this Section 4.5. If Brookdale Three desires to make any change in the Project I Plans after their approval by the BRA, it shall submit the proposed change to the HRA for its approval. If the Project I Plans, as modified by the proposed change, conform to the requirements of this Section with respect to such previously approved Project I Plans, the HRA shall approve the proposed change and notify Brookdale Three in writing of its approval. Such change in the Project I Plans shall, in any event, be deemed approved by the BRA unless rejected, in whole or in part, by written notice by the HRA to Brookdale Three, setting forth in detail the reasons therefor. Such re- jection shall be made within ten days after receipt of the notice of such change. Final construction plans and specifications shall be reviewed and approved by the City Building Inspector. 4.6) Commencement and Completion of Construction - Subject to Un- avoidable Delays, construction of the Project I Improvements shall be 50 percent complete by January 1, 1987 and shall be complete by June 1, 1987. "Commencement of construction" shall mean, for the purpose of this Agree- ment, the date upon which Brookdale Three has commenced soil correction procedures. 12 Brookdale Three agrees for itself, its successors and assigns, and every successor in interest to the Project I Property, or any part thereof, that it, and such successors and assigns, shall promptly begin and dili- gently prosecute to completion and redevelopment of the Project I Property through the construction of the Improvements thereon, and that such con- struction shall in any event be completed within the period specified in this Section 4.6. It is intended and agreed, that such agreements and covenants shall be covenants running with the land and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in the Agreement itself, be, to the fullest extent permitted by law and equity, binding for the benefit of the community and the ERA and enforce- able by the ERA against Brookdale Three and its successors and assigns. 4.7) Certificate of Completion - Promptly after notification by Brookdale Three of completion of the Project I Improvements contemplated by the Project I Plans, the ERA shall inspect the construction to determine whether such Improvements are completed substantially in accordance with the terms of this Agreement. If the ERA is - satisfied, it will furnish Brookdale Three with a Certificate of Completion. Such Certification by the ERA shall, except as further provided in this Section 4.7, be a conclu- sive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of Brookdale Three to construct the Improvements. The ERA shall not issue a Certificate of Completion until the City building official has issued a Certificate of Occupancy for the Improvements. The certification provided for in this section shall be in recordable form. If the ERA shall refuse or fail to provide Brookdale Three a 13 certification in accordance with the provisions of this Section 4.7, the HRA shall, within thirty days after written request by Brookdale Three, provide it with a.written statement, indicating in adequate detail in what respects it has failed to complete the Improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the reasonable opinion of the HRA, for it to take or perform in order to obtain such certification. Prior to the issuance of a Certificate of Completion, the parties shall in -good faith seek' to enter into a reciprocal parking agreement providing for mutual use of the parking areas on the Project I Property and the abutting Earle Brown Farm property. 4.8) Common Access Roadway - (01) Brookdale Three agrees that it will construct, maintain, and reconstruct as necessary the Common Access Roadway and maintain the landscape areas abutting the Project I Property as shown on Exhibit J. Prior to awarding contracts for such construction, Brookdale Three shall furnish to the HRA the estimated cost for construction. The HRA shall have 30 days'from the receipt of such information to approve or disapprove such cost. If the HRA disapproves the cost, Brookdale Three shall convey to the HRA a non - exclusive easement for the Common Access Roadway. The ERA shall then construct the roadway and upon completion Brookdale Three shall -pay the HRA 50 percent of the costs incurred in construction; provided, however, that such payment shall not exceed 50 ercent of Brookdale Three's estimated co f p cost or construction of the roadway. Construction of the Common Access Roadway will occur at the same time as construction of the parking area improvements for Project I. (02) In the event that that Common Access Roadway is constructed by Brookdale Three, Brookdale Three shall upon completion convey to the HRA, and other parties designated by the HRA, a non - exclusive easement for ingress and egress over and across the entire area of the Common Access Roadway as- described in the "as- built" drawings prepared by Brookdale Three's architect which lies on the Project I Property. Simultaneous therewith, the HRA shall convey to Brookdale Three a non - exclusive easement for ingress and egress over and across the entire Common Access Roadway as described in the "as- built" drawings prepared by Brookdale Three's architect which lies on land owned by the HRA. 14 I __ 3 Brookdale Three agrees that it will not grant any access easement to other entities without the written approval of the HRA. (03) As consideration for the granting by Brookdale Three of the easement described in paragraph (02) of this Section 4.8 the HRA agrees to pay an amount equal to 50 percent of the costs incurred by Brookdale Three in construction of the Common Access Roadway. (04) The HRA and City agree that they will landscape in accordance with the Westwood Planning and Engineering Company Plans for the Tax Increment District the areas adjacent to the Common Access Roadway as part of the Public Improvements to be constructed adjacent to the Project I Property shown on Exhibit J. Brookdale Three agrees to grant to the HRA and /or City any easements or entry permits required by such landscaping. (05) The HRA agrees that it will pay to Brookdale Three 50 percent of the reasonable costs which Brookdale Three incurs in maintaining or reconstructing the Common Access Roadway. 4.9) Public Improvements - Brookdale Three agrees to join with Brookdale in the petition for construction of the Public Improvements described in Section 4A.6 and to pay 50 percent of all special assessments provided for therein. Brookdale Three further agrees to waive, in its petition for the Public Improvements or in a separate undertaking, its right to question the validity or amount of any such special assessment under Minnesota Statutes, Section 429.031, Subdivision 3, and Section 429.061. _ ARTICLE IVA. CONSTRUCTION OF IMPROVEMENTS - PROJECT II 4A.1) Agreement to Construct - Subject to delivery of title to the property described in Exhibit D, Brookdale agrees that the Improvements it constructs, if any, on the Project II Property shall be in accordance with the approved Concept Plan, excluding any reference in the Concept Plan to any potential future y p development on the Project I Property. 15 4A.2) Demolition - Brookdale shall, at its sole expense, raze and remove all structures remaining on the Project II Property at the time of conveyance by the HRA. 4A.3) Soil Correction - Brookdale shall have the sole responsibility to make any necessary soil correction and site improvements. Except for the representation made in Section 2.2(05), neither the HRA nor the City has made any representations concerning the nature of soils on the Project II Property described in Exhibit D, the suitability of such soils for Project II, or the cost of correcting any unsuitable soil conditions. Site improvements include, without limitation, grading, removal, and replacement of fill, compacting, retaining walls, piling, footings, removal of gas services, telephone services, electrical services, sanitary sewers, water services, wells, foundations, trees and basements. 4A.4) Soil Correction - Indemnity - Brookdale agrees to indemnify and hold harmless the HRA, the City, and their officers, agents and employees from any claim or cause of action for personal injury, property damage, death, business interruption or other cause in equity or at law arising out of or occasioned by the soil correction or demolition activities performed by Brookdale, its agents or employees. Brookdale waives and releases any claim it may have now or in the future against the City, the HRA, and their officers, agents and employees from any claim Brookdale may have arising out of or occasioned by the presence of hazardous wastes on or in the Project II Property. 4A.5) Project Plans - Prior to construction of Project II, Brookdale shall submit detailed schematic Project Plans for Project II (Project II Plans). The Project II Plans shall provide for the construction of the Improvements and shall be in conformity with this Agreement, and all 16 1 ' ! applicable state and local laws and regulations. The HRA shall approve the Project II Plans in writing if, in the reasonable discretion of the HRA (a) the Project II Plans conform to the terms and conditions of this Agreement including Exhibit J; (b) the Project II Plans conform to all applicable federal, state and local law, ordinances, rules and regulations; (c) the Project II Plans are adequate to provide for the construction of the Improvements; and (d) the Project II Plans do not provide for expenditures in excess of the funds available to Brookdale for construction of the Improvements. No approval by the HRA shall relieve Brookdale of the obligation to comply with the terms of this Agreement, the terms of the Redevelopment Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Improvements. The HRA reserves the unrestricted right to' reject the Project II Plans if in its sole discretion the HRA determines that items contained therein were not ad- dressed in Exhibit J and are unacceptable to the HRA. Such Project II Plans shall, in any event, be deemed approved unless rejected in writing by the HRA, in whole or in part. Such rejection shall set forth in detail the reasons therefor, and shall be made within twenty days after the date of their receipt by the HRA. If the HRA rejects the Project II Plans in whole or in part, Brookdale shall submit new or corrected Project II Plans within twenty days after written notification to Brookdale of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Project II Plans shall continue to apply until the Project II Plans have been approved by the HRA. The HRA may review and approve portions of the Project II Plans which may be submitted by Brookdale from time to time prior to the date such Project II Plans are required to be submitted to the HRA pursuant to this Section 4A.5. 17 If Brookdale desires to make any change in the Project II Plans after their approval by the HRA, it shall submit the proposed change to the HRA for its approval. If the Project II Plans, as modified by the proposed change, conform to the requirements of this Section with respect to such previously approved Project II Plans, the BRA shall approve the proposed change and notify Brookdale in writing of its approval. Such change in the Project II Plans shall, in any event, be deemed approved by the HRA unless rejected, in whole or in part, by written notice by the HRA to Brookdale, setting forth in' detail the reasons therefor. Such rejection-shall be made within ten days after receipt of the notice of such change. Final construction plans and specifications shall be reviewed and approved by the,City Building Inspector. 4A.6) Public Improvements Not later than March 1, 1986, the parties will agree to plans and specifications for the construction of a storm water holding pond and appurtenant facilities and public walkway (Public Improvements) to be located on the Project II Property and generally described in Exhibit J. Brookdale agrees that it will supply the City with any easements it might reasonably request for the construction of such Public Improvements; provided, however, that Brookdale shall, in any event, have the obligation to maintain the Public Improvements. The cost of such Public Improvements will be specially assessed equally against the Project I Property and the Project II Property. The public costs to be specially assessed shall be limited to the actual construction costs incurred in constructing the Public Improvements togeth- er with staff overhead expenses reasonably allocated to the Public Improve- ments. The City agrees to conduct the necessary proceedings for con- struction of the Public Improvements described in this Section 4A.6 18 • 3 pursuant to Minnesota Statutes, Chapter 429. Brookdale agrees (i) to timely petition the City for construction of the Public Improvements pursuant to Minnesota Statutes, Section 429.031, Subdivision 3; (ii) to pay 50 percent of all assessments for the Public Improvements described in this Section 4A.6 in accordance with the established policies of the City (which the parties stipulate includes amortization of the special assessments over a period of 10 years at 10 percent interest per annum); and (iii) to waive, in its petition for the Public Improvements or in a separate undertaking, its right to question the validity or amount of any such special assessment under Minnesota Statutes, Section 429.031, Subdivision 3, and Section 429.061. 4A.7) North Parking Area - The North Parking Area is that portion of the Project II Property shown in Exhibit L. Brookdale agrees that by June 1, 1989 or within one year of notice of demonstrated need by the HRA prior to June 1, 1989, whichever period is longer, it will construct parking facilities in the North Parking Area according to a plan agreed to by the HRA and Brookdale. The HRA and Brookdale shall share equally and non - exclusively the surface parking area of such facilities. The HRA shall demonstrate need for such facilities by a showing that expected development on adjoining lands will create a need for parking based upon the City's applicable parking standards, which need cannot be met by the City's development of parking facilities on the HRA's parcel lying to the east of the North Parking Area. If Brookdale fails to construct such parking facilities within the period provided in this Section 4A.7, it shall convey the North Parking Area to the HRA by a quitclaim deed in recordable form. 19 The parties anticipate that the Project II Property shall be encumbered by a mortgage to Northwestern National Life Insurance Company in an amount not to exceed $1,000,000. Brookdale agrees that such mortgage or any other mortgage shall not encumber the North Parking Area. ARTICLE V. INSURANCE 5.1) Definitions - As used in this Article V, "Developer" shall refer to Brookdale Three and "Improvements" shall refer to the Project I Improve- ments. 5.2) Insurance - (01) The Developer will provide and maintain or cause to be maintained at all times during the process of constructing the Improvements and, from time to time at the request of the City, furnish the City with proof of payment of premiums on: (i) Builder's risk insurance, written on the so- called "Build- er's Risk -- Completed Value Basis," in an amount equal to 100% of the insurable value of the Improvements at the date of completion, and with coverage available in nonreporting form on the so- called "all risk" form of policy; the inter- est of the City shall be protected in accordance with clause in form and content satisfactory to the City; (ii) Comprehensive general liability. insurance (including op- erations, contingent liability, operations of subcontrac- tors, completed operations and contractual liability insur- ance) together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above - required limited, an umbrella excess liability policy may be used); and (iii) Worker's compensation insurance, with statutory coverage. (02) Upon completion of construction of the Improvements and prior to the Maturity Date, the Developer shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the City shall furnish proof of the payment of premi- ums on, insurance as follows: (i) Insurance against loss and /or-damage to the Improvements under a policy or policies covering such risks as are 20 ordinarily insured against by similar businesses, including (without limiting the generality of the foregoing) fire, extended coverage, vandalism and malicious mischief, explo- sion, water damage, demolition cost, debris removal, and collapse in an amount not less than the full insurable replacement value of the Improvements, but any such policy may have a deductible amount of not more than $50,000. No policy of insurance shall be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co- insurance pro- visions or otherwise, without the prior consent thereto in writing by the City. The term "full insurable replacement value" shall mean the actual replacement cost of the Im- provements (excluding foundation and excavation costs and costs of underground flues, pipes,, drains and other uninsur- able items) and equipment, and shall be determined from time to time at the request of the City, but riot more frequently than once every three years, by an insurance consultant or insurer selected and paid for by the Developer and approved by the City. (ii) Comprehensive general public liability insurance, including personal injury liability for injuries to persons and /or property, including any injuries resulting from the opera- tion of automobiles or other motorized vehicles on or about the Property, in the minimum amount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the City as and additional insured. (iii) Such other insurance, including worker's compensation insurance respecting all employees of the Developer, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Developer may be self- insured with respect to. all or any . pert of its liability for work- er's compensation. (03) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of the State to assume the risks covered thereby. The Developer will deposit annually with the City copies of policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers rs statin 8 that such insurance is in force and effect. Unless otherwise provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to the Developer and the City at least 30 days before the cancellation or modification becomes effective. Not less than 15 days prior to the expiration of any policy, the Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the Developer may maintain 21 a single policy, or blanket or umbrella policies, o g P y� p r a com- bination thereof, which provide the total coverage required herein, in which event the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Improvements. (04) The Developer agrees to notify the City immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Improvements or any portion thereof resulting from fire or other casualty. Net Proceeds of any insurance relating to damage or destruction to the Improvements or any portion thereof as a result of fire or other casualty in an amount estimated to equal or exceed $500,000 shall be payable according to the disbursement procedures for the insurance proceeds contained in the loan documents relating to the tax exempt IDB financing being obtained by Brookdale Three. 5.3) Modification for Benefit of Mortgagees - In order to facilitate the obtaining of financing for the construction of the Improvements, the City agrees that it shall agree to any reasonable modification of this Article V with respect to the disposition of the Net Proceeds of any insurance to accommodate the interests of the Holder of the First Mortgage; provided, however, that the City determines, in- its .reasonable judgment, that any such modification(s) will adequately protect the legitimate interests and security of the City with respect to Project I. The City also agrees to akree to such modification(s) of this Article V with respect to other Holders to the extent the City, in its sole discretion, deems such modification(s) necessary and reasonable. ARTICLE VI. TAX INCREMENT 6.1) Real Property Taxes - (01) Assessment Agreement - On or before the date of closing the HRA and Brookdale Three shall execute the Assessment Agreement and 22 Certification of City Assessor contained in Exhibit H of this Agreement. The HRA shall then resent the Assessment Agreement p to the City Assessor for certification. The City Assessor shall value the property and assign a market value to the Project I Property which shall not be less than the minimum market value contained in the Assessment Agreement. The market value so I established may, in the discretion of the assessor, exceed the value contained in the Assessment Agreement. (02) Review of Taxes - Except as otherwise.provided in this Agreement, Brookdale Three shall pay all real property taxes and special assessments assessed against the Project I Property. Brookdale Three agrees that prior to the Maturity Date: (1) it will not seek administrative review or judicial review of the applicabil- ity of any tax statute determined by any tax official to be applicable to the Development or Brookdale. Three or raise the applicability of any such tax statute as a defense in any pro- ceeding including delinquent tax proceedings; (2) it will not seek administrative review or judicial review of the constitu- tionality of any such tax statute determined by any tax official to be applicable to the Development or Brookdale Three or raise the unconstitutionality of such tax statute as a defense in any proceeding including delinquent tax proceedings; (3) it will not request the City Assessor of the City to reduce the assessed market value or assessed value of all or any portion of the Project I Property; (4) it will not petition the board of equalization of the City or the board of equalization of the County to reduce the assessed market value or Assessed Value of 23 all or any portion of the Project I Property; (5) it will not petition the board of equalization of the State or Commissioner of Revenue of the State to reduce the assessed market value or assessed value of all or any portion of the Project I Property; (6) it will not commence an action in a District Court of the State or the Tax Court of the State pursuant to Minn Stat Chapter 278, seeking a reduction in the assessed market value or assessed value of the Project I Property; (7) it will not make an application to the Commissioner of Revenue of the State request- ing an abatement of real property taxes pursuant to Minn Stat Chapter 270; and (8) it will not commence any, other proceedings, whether administrative, legal or equitable, with any administra- tive body within the City, the County, or the State or with any court of the State or the Federal Government with regard to the minimum market value contained in the Assessment Agreement. Brookdale Three shall not, prior to the Maturity Date, apply for a deferral of property tax on the Project I Property pursuant to the Act. Nothing contained herein shall be to limit the right or opportunity of Brookdale Three to challenge through any of the means set forth above or otherwise that part of any valuation or the Market Value which is in excess of the stipulated value contained in the Assessment Agreement; provided, however, that, Brookdale Three may not institute or prosecute any challenge to the excess which if successful would also result in a reduction of the assessment below the stipulated value. 24 (03) Agreement to Pay Deficiencies On the date of Closing, Brookdale Three and the HRA will execute the Agreement to Pay Deficiencies contained in this Agreement as Exhibit I. (04) Limitation on Total Guaranty and Deficiency Payments - Prior to the date of delivery of the Bonds, Brookdale Three shall execute and deliver the Guaranty. and Deficiency Agreement attached hereto as Exhibit I, and agrees to perform the obligations thereunder. In no event shall the amount paid to the HRA pursuant to this Agreement or Exhibit I exceed: (a) to pay principal, 25% of the aggregate principal amount of the TIE' Bonds that has been retired or is then due and payable, less the amount of any previous payments made for this purpose; and (b) to pay interest, 25% of the interest that has been paid on the TIF Bonds or is then due and payable thereon, less the amount of any previous payments made for this purpose. Failure of the HRA to give the Notice on Demand required by this section does not relieve Brookdale Three of its obligations under this Section 6.1(04) and Exhibit I. The HRA covenants and agrees. that it will not accept any payments from Brookdale Three under this section which would cause the interest r st on the Bonds to become subject to federal income taxation. The City, HRA and Brookdale Three reserve the right to obtain an opinion of nationally recognized bond counsel as to the effect of the acceptance of any such payment or any payment made pursuant to Exhibit I upon the taxable status of the interest on the Bonds. In no event shall Brookdale Three be obligated to pay in any 12 month period, a sum in excess of 5% of the annual debt service due on the Bonds unless and until the HRA files with 25 y Brookdale Three an opinion of bond counsel satisfactory to Brookdale Three to the effect that such excess payments would not impair the tax exempt status of the Bonds. ARTICLE VII. FINANCING - .PROJECT I 7.1) Financing. - On or before the date of Closing, Brookdale Three shall submit to the HRA evidence of a commitment for mortgage financing sufficient for construction of the Improvements. If the HRA finds that the mortgage financing is sufficiently committed and adequate in amount to provide for the construction of the Improvements then the HRA shall notify Brookdale Three in writing of its approval. The failure of the HRA to notify Brookdale Three within five days of receipt of evidence by the HRA shall be deemed acceptance by the HRA of the adequacy of the commitment. Notwithstanding any of the foregoing, the HRA and City specifically find that the tax exempt IDB financing in the amount of $8,900,000 which Brookdale Three is currently seeking through application to the City will, when the Bonds are sold, unconditionally satisfy the requirements of this Section 7.1. If the HRA rejects the evidence of mortgage financing as inadequate, Brookdale Three shall have five days from the date of such notification to submit evidence of financing satisfactory to the HRA. If Brookdale Three fails to submit such evidence, any party may terminate this Agreement whereupon all parties shall be released from any further obligation or liability hereunder. 7.2) Limitations Upon Encumbrance of Property - Prior to the issuance of a Certificate of Completion, neither Brookdale Three nor any successor 26 in interest to the Project I Property or any part thereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Project I Property, whether by express agree- ment or operation of law, or suffer any encumbrance or lien to be made on or attached to the Project I Property other than the liens or encumbrances attached for the purposes of obtaining funds to the extent necessary for making the Improvements and such additional funds, if any, in an amount not to exceed the costs of developing the Project !without the prior written approval of the HRA. For the purposes of such financing as may be made pursuant to the Agreement, the Property may, at the option of Brookdale Three (or successor in interest), be divided into several parts not incon- sistent with the purposes of the Development Plan and the Agreement. The HRA shall not approve any Mortgage which does not contain terms that conform to the terms of Article VII and Section 9.2 of this Agreement. Closing and delivery of the deed to Brookdale Three shall be a conclusive determination that such mortgage is approved. 7.3) Copy of Notice of Default to Lender - Whenever the HRA shall -deliver any notice or demand to Brookdale Three with respect to any bre "ach or default by Brookdale Three in its obligations or covenants under this Agreement, the HRA shall at the same time forward a copy of such notice or demand to each Holder of any Mortgage authorized by this Agreement at the last known address of such Holder as shown in the records of the HRA. 7.4) Mortgagee Not Obligated to Construct. Notwithstanding any of the provisions of this Agreement, including but not limited to those which are or are intended to be covenants running with the land, the holder of any mortgage including any such holder who obtains title to the Project I Property or any part thereof as a result of foreclosure proceedings,- or 27 action in lieu thereof, but not including any other purchaser at foreclo- sure sale (other than the holder of the mortgage itself) shall in no way be obligated by the provisions of this Agreement to construct or complete Project I or to guarantee such construction or completion. Nor shall any covenant or any other provision in the deed be construed to so obligate such holder; provided that nothing in this section or any other section or provision of this Agreement shall be deemed or construed to permit or authorize any, such holder to devote the Project I Property or any part thereof to the uses, or to construct any improvements thereon, other than those uses or improvements provided or permitted in the Concept Plan or Project Plans. 7.5) HRA's Option to Cure Default - In the event that the Holder of financing authorized pursuant to this Article VII sends a notice of default to Brookdale Three, the Holder shall also notify the HRA in writing of: (a) the fact of the default, (b) the elements of the default, and (c) the actions required to cure the default. If Brookdale Three fails to timely cure the default or fails to make arrangements satisfactory to the Holder to cure said default, then the HRA shall have 30 .days` from the "expiration of such cure period to cure the default. If the HRA cures the default as set forth above, then the Holder shall pursue none of its remedies under the financing based upon the said default of Brookdale Three. In the event of a transfer of the title to the Property to the HRA, or a third party approved by the HRA, whether or not required to cure a default, said transfer shall not constitute an event of default under the financing unless the security of the holder has, in fact, been impaired by said transfer. In the event of said transfer (which does not impair the securi- ty of the Holder), the Holder shall permit the transferee to assume all 28 outstanding obligations (and receive all remaining disbursements) under the financing. 7.6) Subordination - In order to facilitate the obtaining of financ- ing for the construction of the Improvements by Brookdale Three, the City and HRA agree to subordinate their rights .under this Agreement to the Mortgage held by the financial institution providing such funds, but only to the extent to be reasonably determined by the City and HRA and such financial institution. The HRA specifically represents that its right of revestiture of title provided in Section 9.3 is subordinate and subject to the lien of any encumbrance permitted by this Agreement with respect to both the Project I Property and the Project II Property. .ARTICLE VIII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER - PROJECT I 8.1) Representation as to Redevelopment - Brookdale Three represents and agrees that its undertakings pursuant to the Agreement, are for the purpose of development of the Project I Property and not for speculation in landholding. Brookdale Three further recognizes that, in view of: (01) the importance of the redevelopment of the Project I Property to the general welfare of the HRA; (02) the substantial financing and other public aids that have been made available by the HRA for the purpose of making such Develop - ment possible; that the qualifications and identity of Brookdale Three are of particular concern to the HRA. Brookdale Three further recognizes that it is because of such quali- fications and identity that the HRA is entering into this Agreement, and, in so, doing, are further willing to have relied on the representations and 29 undertakings of Brookdale Three for the faithful performance of all un- dertakings and covenants agreed by Brookdale Three to be performed. 8.2) Prohibition Against Transfer of Project I Property and Assign- ment of Agreement For the reasons set out in Section 8.1, Brookdale Three represents and agrees that (except for associating with other individuals or entities), prior to the completion of Improvements as certified by the HRA: (01) Except only by way of security for, and only for the purpose of obtaining financing necessary to enable Brookdale Three or any successor in interest to the Project I Property, or any part thereof, to perform its obligations with respect to the Develop- ment under this Agreement and any other purpose authorized by this Agreement, Brookdale Three (except as so authorized) has not made or created, and that it will not make or create, or suffer to be made or created, any total or *partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Project I Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the HRA. (02) The HRA shall be entitled to require, except as otherwise provid- ed in this Agreement, as conditions to any such approval that: (i) any proposed transferee shall have the qualifications and financial responsibility, as determined by the HRA, necessary and adequate to fulfill the obligations undertaken in the Agreement by Brookdale Three (or, in the event the transfer is of or relates to part of the Project I Property, such obligations to the extent that they relate to such part); (ii) any proposed transferee, by instrument in writing satisfactory to the HRA and in form recordable among the land records, shall for itself and its successors and assigns, and expressly for the benefit of the HRA, have expressly assumed all of the obligations of Brookdale Three under this Agreement and agreed to be subject to such obligations, restrictions and conditions (or, in the event the transfer is, of, or relates to part of the Project I Property, such obligations, conditions and restrictions to the extent that they relate to such part); provided, that the fact that any transferee of, or any other successor in interest whatsoever to, the Project I Property or any part thereof, shall, for whatever reason, not have assumed such obligations or so agreed to do so, shall not (unless and only to the extent otherwise specifically provided in the Agreement or agreed to in writing by the HRA) relieve or except such transferee or successor of or from such obligations, conditions, or restrictions, or deprive or limit the HRA of or with respect to any rights or remedies or controls with respect to the Project I Property or the construction of the 30 Improvements; it being the intent of this Section, together with other provisions of the Agreement, that (to the fullest extent permitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in the Agreement) no transfer of, or change with respect to, ownership in the Project I Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the HRA, of any rights or remedies or controls provided in or resulting from the Agreement with respect to the Project I Property and the construction of the Improvements that the HRA would have had, had there been no such transfer or change; (iii) there shall be submitted to the HRA for review all instruments and other legal documents involved in effecting transfers de- scribed herein; and if approved b the BRA its approval pp y , pp 1 shall be indicated to Brookdale Three in in writ g. In the absence of specific written agreement by the HRA to the contrary, no such transfer or approval by the HRA thereof shall be deemed to relieve Brookdale Three from any of its obligations with respect thereto. 8.3) Approvals - Any approval required to be given by the HRA under this Article VIII may be denied only in the event that the HRA reasonably determines that the ability of Brookdale Three to perform its obligations under this Agreement will be materially impaired by the action for which approval is sought. 8.4) Upon Completion - Upon issuance of the Certificate of Completion by the HRA, no consent or approval of the HRA or City shall be required with regard to any sale of or additional financing on Project I. ARTICLE IX. EVENTS OF DEFAULT 9.1) Events of Default Defined - The following shall be "Events of Default" under this Agreement and the term "event of default" shall mean, whenever it is used in this Agreement (unless the context otherwise pro- vides), any one or more of the following events: 31 (01) Failure by Brookdale Three as to Project I or Brookdale as to Project II to pay when due the payments required to be paid under any provision of this Agreement including the payment of property taxes and special assessments. (02) Failure by Brookdale Three as to Project I or Brookdale as to Project II to observe and substantially perform any covenant, condition, obligation or agreement on its part to be observed or performed hereunder, after written notice as provided in this Agreement. (03) If Brookdale Three as to Project I or Brookdale as to Project II shall admit in writing its inability to pay its ' debts generally as they become due, or shall .file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of the whole or any substantial part of the applicable Property. (04) If Brookdale Three as to Project I or Brookdale as to Project II shall file a petition under the federal bankruptcy laws. (05) If Brookdale Three as to Project I or Brookdale as to Project II, on a petition in bankruptcy filed against it, be adjudicated a bankrupt, or a court of competent jurisdiction shall enter an order of decree appointing, without its consent, a receiver of it or of the whole or substantially all of its property, or approve a petition filed against it seeking reorganization or arrangement of it under the federal bankruptcy laws, and such adjudication, order or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof. (06) If Brookdale Three as to Project I or Brookdale as to Project II is in default under any Mortgage and has not entered_ into a work -out agreement with the Mortgagee. 9.2) Remedies on Default - Whenever any event of default occurs, the City or HRA may, in addition to any other remedies or rights given them under this Agreement but only after Brookdale Three's as to Project I or Brookdale's 'as to Project II failure to cure within 30 days of written notice of default, take any one or more of the following actions: (01) suspend their performance under this Agreement as to Project I if the default is by Brookdale Three or Project II if the default is by Brookdale until they receive assurances from Brookdale Three as to Project I or Brookdale as to Project II, deemed adequate by the City and HRA, that it will cure its default and continue its performance under this Agreement; 32 (02) cancel and rescind this Agreement as to Project I if the default is by Brookdale Three or Project II if the default is by Brookdale; (03) take whatever action at law or in equity may appear necessary or desirable to the City or HRA to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement as to Project I if the default is by Brookdale Three or Project II if the default is by Brookdale; provided that any exercise by the City or HRA of its rights or remedies hereunder shall always be subject to and limited by, and shall not defeat, render invalid or limit in any way (a) the lien of any Mortgage authorized -" {- by this Agreement and (b) any rights or interests provided in this Agree- meat for the protection of the holders of a Mortgage; and provided further that should any mortgagee succeed by foreclosure of the Mortgage or deed in lieu thereof to either the Project I Property or the Project II Property, it shall, notwithstanding the foregoing, be obligated to perform the following obligations of Brookdale Three as to Project I or Brookdale as to Project II only to the extent that the same have not theretofore been performed by Brookdale Three as to Project I or Brookdale as to Project II: Sections 3.1 through 3.5; Sections 4.1 through 4.6; Section 5.1; Section 6.1. Said mortgagee shall have no obligations pursuant to this Agreement other than as specifically set forth in the foregoing sentence. 9.3) Revesting Interest in HRA Upon Happening of Event Subsequent to Conveyance - In the event that subsequent to the Closing date and as to Project I prior to the issuance of a Certificate of Completion and as to Project II prior to completion of construction: (01) Brookdale Three as to Project I or Brookdale as to Project II shall, after commencement of the construction of the Improve- ments, default in or violate its obligations with respect to the construction of the Improvements (including the nature and the date for the completion thereof), or shall abandon or substan- tially suspend construction work, such act or actions is not due to Unavoidable Delays and any such default, violation, 33 abandonment, or suspension shall not be cured, ended, or remedied within the time period provided for in this Agreement; or (02) Brookdale Three as to Project I or Brookdale as to Project II (or successor in interest) shall fail to pay real estate taxes or assessments on the applicable Project Property or any part thereof when due, or shall place thereon any encumbrance or lien unauthorized by the Agreement, or shall suffer any levy or attachment to be made, or any materialmen's or mechanics' lien, or any other unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged or provision satisfactory to the City made for such payment, removal, or discharge, within 30 days after written demand by the HRA to do so; provided, that if Brookdale Three as to Project I or Brookdale as to Project II shall first notify . the HRA of its intention to do so, it may in good faith contest any mechanics' or other lien filed or established and in such event the HRA shall permit such mechan- ics' or other lien to remain undischarged and unsatisfied during the period of such contest and any appeal, but only if Brookdale Three as to Project I or Brookdale as to Project II provides the HRA with a bank letter of credit in the amount of the lien, in a form satisfactory to the HRA pursuant to which the bank will pay to the ERA the amount of any lien in the event that the lien is finally determined to be valid and during the course of such contest Brookdale Three as to Project I or Brookdale as to Project II shall keep the HRA informed respecting the status of such defense and provide further, that nothing in this Section 9.3(02) shall be deemed to limit the right of Brookdale Three as to Project I or Brookdale as to Project II to appeal the amount of any real property tax and special assessment as provided in Section 6.1(02) of this Agreement; or (03) there is, in violation of the Agreement, any transfer of the Project I Property or any part thereof, and such violation shall not be cured within 30 days after written demand by the ERA to Brookdale Three; or (04) Brookdale Three as to Project I or Brookdale as to Project II fails to comply with any of its covenants under this Agreement and fails to cure any such noncompliance or breach within 30 days after written demand to do so where such demand is required by this Agreement; then the HRA shall have the right to re -enter and take possession of the land described in Exhibits B and D from the party in violation of this Section 9.3 and to terminate (and revest in the HRA) the interest of Brookdale with respect to the Project II Property or Brookdale Three with respect to the Project I Property; provided, however, that such revestiture 34 of title shall be subject to the lien of any encumbrance permitted under this Agreement. 9.4) Resale of Reacquired Property; Disposition of Proceeds - Upon the revesting in the HRA as provided in Section 9.3, the MU shall, pursu- ant to its responsibilities under law, use its best efforts to resell the revested applicable Project Property or part thereof in such manner as the HRA shall find feasible and consistent with the objectives of such law and of the Development Plan for the District. Upon such resale of the proper- ty, the proceeds thereof in excess of the amount necessary to satisfy the lien of any encumbrance permitted under this Agreement may be retained without limitation by the HRA. 9.5) No Remedy Exclusive - No remedy herein conferred upon or re- served to the City or HRA is intended to be exclusive of any other avail- able remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be 'a waiver there- of, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the City or HRA or Brookdale Three or Brookdale to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article I%. 9.6) No Additional Waiver Implied by One Waiver - In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by the other parties, such waiver shall be limited to the 35 I particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 9.7) Upon Completion - After the issuance of a Certificate of Completion as to Project I and after completion of construction as to Project II, the HRA and /or City will have no further remedies under this Article I% except that they may take whatever action at law or in equity may appear necessary or desirable to the City or HRA to collect any payments due under Exhibit H or Exhibit I, or to enforce performance or observance of Sections 3.1(03)1, 4.8(01), 4A.6, and 4A.7. ARTICLE R. ADDITIONAL PROVISIONS 10.1) Conflict of Interests; Representatives Not Individually Liable - No member, official, or employee of the City or HRA shall have any person al interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the City or HRA shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or HRA or for any amount which may become due to Brookdale Three or Brookdale (as to the applicable Project) or successor or on any obligations under the terms of this Agreement. 10.2) Non - Discrimination - The provisions of Minnesota Statutes, Section 181.59, which relate to civil rights and non - discrimination, and any affirmative action program of the City shall be considered a part of 36 this Agreement and binding on Brookdale and Brookdale Three as though fully set forth herein. 10.3) Provisions Not Merged with Deed - None of the provisions of this Agreement are intended to be or shall be merged by reason of any deed transferring any interest in any part of the Project I Property or the Project II Property and any such deed shall not be deemed to affect or impair the provisions of this Agreement. 10.4) Notice of Status and Conformance - At such time as all of the provisions of this Agreement have been fully performed by Brookdale Three or. Brookdale (as to the applicable Project), the HRA, upon not less than ten days prior written notice by Brookdale Three or Brookdale (as to the applicable Project), agrees to execute, acknowledge -and deliver, without charge to Brookdale Three or Brookdale (as to the applicable Project) or to any person designated by Brookdale Three or Brookdale (as to the applicable Project), a statement in writing in recordable form certifying, to the extent to which this Agreement has been fully performed and the obligations hereunder r under fully satisfied. Such certification shall not, however, be deemed a satisfaction of Brookdale Three's obligations created under the Assessment Agreement or the Agreement to Pay Deficiencies. 10.5) Notices and Demands Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under the Agreement by either party to the other shall be sufficiently given.or delivered if it is sent by mail, postage prepaid, return receipt requested or delivered personally: (01) As to the MU: 37 (02) As to the City: (03) As to Brookdale Three: (04) As to Brookdale: or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. 10.6) Counterparts - This Agreement may be simultaneously executed in any number of counterparts, all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the City and HRA have caused this Agreement to be duly executed in their names and behalf and its seal to be hereunto duly affixed and Brookdale Three and Brookdale have caused this Agreement to be duly executed as of the day and year first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR CITY OF BROOKLYN CENTER By S -- fits Executive Di for Its Commission Chat 38 CITY OF BROOKLYN CENTER Its Mayor ' j . By I s `City Manager BROOKDALE THREE LIMITED PARTNERSHIP By Ryan Properties Inc., its General Partner BY Its � . BROOKDALE CORPORATE CENTER, A LIMITED PARTNERSHIP By Ryan Propert , Inc., its General Partner B Its 39 STATE OF MINNESOTA ) _ -) COUNTY OF �,/ZG��) SS. The foregoing instrument c owledg before me this day of 1985, by ,Q and the Executive Director and Commissioner Chairman of The Sous±Wg and Redevelopment Authority in and for the City of Brooklyn Center. Li sVw.+r * ©„QLENE K. WEEKS %a" NOTARY PL` =_LIC — 'MINNESOTA IIENNENN COUNTY My commission expires Feb. 28, 1989 Notary Public STATE OF MINNESOTA ) '-) SS. COUNTY 0 jLC 4�� ) The foregoing instrument was acknowledged befpre me. this J9 day of �C1z,r�,,, X22✓ , 1985, by er.,✓ ,,�-�' and -, .�� ri �, the Mayor and City Manager of the City of Brooyn Center, Minnesota. W EEKS �, y r :m =�� NuTh "-.Y Pi�liC- 'MINNE50TA ica,'N IVIN COUNTY gyres Fbb .8 1959 Notary Public my eOirm :s,i0, ex STATE OF MINNESOTA ) .-) SS. COUNTY 0 Vr' Thf foregoing instrum t was . c ledged befo e m this ``'day of 1985, by • 4 , the r of Ryan Properties, Inc., the general pa ner of Brookdale Three Limited Partnership, a Minnesota limited partnership, on behalf of said partnership. No ary Public x A MARIE E. MCCALLUM NOTARY PUBLIC . MINNESOTA ANOKA COUNTY My Commission Expires June 17, 1991 >w x STATE OF MINNESOTA ) COUNTY OF A4 r SS. The fore oin instrum t was acknowledged befo a thi g g da of � y 1985, by2�� the` 4Z of Ryan Properties, Inc., the gen eral part r of Brookdale Corporate Center, a Minnesota limited partnership, on behalf of said partnership. N ary Public MARIE E. McCALLUM NOTARY PUBLIC • MINNESOTA ANOKA COUNTY My Commission Expires June 11, 1991 ' x >K EXHIBIT A Project I Property That part of Lot 1, Block 1, Brookdale Corporate Center, Hennepin County, Minnesota, lying southerly of a line described as follows: Beginning at a point on the westerly line of said Lot, distant 263.19 feet northerly of the southwest corner; thence S 87 14' 38" E to the easterly line of said Lot and there terminating. The said westerly line has an assumed bearing of N 6 52' 33" E. AND That part of Tract B, Registered Land Survey Number 1380; part of Outlot A, Brooklyn Center Industrial Park Plat 1 and part of vacated Earle Brown Drive, as platted in Twin Cities Interchange Park, all in Hennepin County, Minnesota, described as follows: Beginning at the southwest corner of said Tract B; thence on an assumed bearing of N 6 52' 33" E along the westerly line of said Tract B, a distance of 323.62 feet, more or less, to a point distant 422.71 feet south from the northwest corner of said Tract B; thence S 87° 14' 38" E, a distance of 221.28 feet, more or less, to its intersection with a line bearing S 2 45' 22" W from a point on the north line of Outlot B, Brookdale Corporate Center, distant 138.07 feet east of the northwest corner of said Outlot B; thence S 2 45' 22" W, a distance of 96.00 feet; thence S 87 14' 38" E, a distance of 140.01 feet; thence S 1 23' 22" W, a distance of 506.71 feet; thence S 69 52' 52" W, a distance of 87.05 feet to the northeasterly right of way line of Summit Drive; thence northwesterly along said right of way line and along the southwesterly lines of said Outlot A and said Tract ,B to the point of beginning. The above- described property will be Tracts A and H of the proposed Registered Land Survey drawn by Suburban Engineering, Inc., dated December , 1985. EXHIBIT B Project I Property to be Conveyed by HRA to Brookdale Three That part of Tract B, Registered Land Survey Number 1380; part of Outlot A, Brooklyn Center Industrial Park Plat 1 and part of vacated Earle Brown Drive, as platted in Twin Cities Interchange Park, all in Hennepin County, Minnesota, described as follows: Beginning at the southwest corner of said Tract B; thence on an assumed bearing of N V 52' 33" E along the westerly line of said Tract B, a distance of 323.62 feet, more or less, to a point distant 422.71 feet south from the northwest corner of said Tract B; thence S 87° 14' 38" E, a distance of 221.28 feet, more or less, to its intersection with a line bearing S 2 45' 22" W from a point on the north line of Outlot B, Brookdale Corporate Center, distant 138.07 feet east of the northwest corner of said Outlot B; thence S 2 45' 22" W, a distance of 96.00 feet; thence S 87 14' 38" E, a distance of 140.01 feet; thence S 1 23' 22" W, a distance of 506.71 feet; thence S 69 52' 52" W, a distance of 87.05 feet to the northeasterly right of way line of Summit Drive; thence northwesterly along said right of way line and along the southwesterly lines of said Outlot A and said Tract B to the point of beginning. The above- described property will be Tract H of-the proposed Registered Land Survey drawn by Suburban Engineering, Inc., dated December , 1985. EXHIBIT C Project II Property That part of Lot 1, Block 1, and Outlot B, Brookdale Corporate Center, Hennepin County, Minnesota, described as follows: Beginning at a point on the westerly line of said Lot 1, distant 263.19 feet northerly of the southwest corner of said Lot, said westerly line has an assumed bearing of N 6° 52' 33" E; thence continue along said westerly line, and along the northerly line to the northwest corner of said Outlot; thence S 87° 14' 38" E, along the north line of said Outlot, a distance of 138.07 feet; thence S 2 45' 22" W, a distance of 87.31 feet to the south line of said Outlot; thence westerly, along said south line and its extension to an angle point in the easterly line of said Lot 1; thence southerly along said easterly line a distance of 422.71 feet, more.or less, to its intersection with a line bearing S 87° 14' 38" E from the point of beginning; thence N 87° 14' 38" W to the point of beginning. AND That part of Outlot B, Brookdale Corporate Center, Hennepin County, Minnesota, described as follows: Commencing at the northwest corner of said Outlot; thence on an assumed bearing of S 87 14' 38" E, along the north line of said Outlot, a distance of 138.07 feet to the actual point of beginning; thence continue along said north line, a distance of 125.39 feet; thence S 1 23' 22" W, to the south line of said Outlot; thence westerly along said south line, to its intersection with a line drawn S 2 45' 22" W from the actual point of beginning; thence N 2 45' 22" E to the actual point of beginning. AND That part of,Tract B, Registered Land Survey Number 1380, Hennepin County, Minnesota, described as follows: Commencing at the northwest corner of Outlot B, Brookdale Corporate Center; thence on an assumed bearing of S 87° 14' 38" E along the north line of said Outlot, a distance of 138.07 feet; thence S 2 45' 22" W to the south line of said Outlot and the actual point of beginning; thence continue S 2 45' 22" W, a distance of 122.13 feet; thence S 87 14' 38" E. a distance of 130.39 feet, more or less, to its intersection with a line bearing S 1 23' 22" W from a point on the north line of said Outlot, distant 263.46 feet east of the northwest corner of said Outlot; thence N 1 23' 22" E to said south line; thence westerly along said south line to the actual point of beginning. i AND That part of Tract B, Registered Land Survey Number 1380, Hennepin County, Minnesota, described as follows: Beginning at the northwest corner of said Tract; thence on an assumed bearing of S 6 52' 33" W along the west line of said Tract, a distance of 422.71 feet; thence S 87 14' 38" E, a distance of 221.28 feet, more or less, to its intersection with a line bearing S 20 45' 22" W from a point on the north line of Outlot B, Brookdale Corporate Center, distant 138.07 feet east of the northwest corner of said Outlot B; thence N 20 45' 22" E to the north line of said Tract B; thence westerly along said north line to the point of beginning. The above - described property will be Tracts B, C, E and G of the proposed Registered Land Survey drawn by Suburban Engineering, Inc., dated December , 1985. -2- E �HIBIT D Project II Pronerty to be Conveyed by HRA to Brookdale That part of Tract B, Registered Land Survey Number 1380, Hennepin County, Minnesota, described as follows: Commencing at the northwest corner of Outlot B, Brookdale Corporate Center; thence on an assumed bearing of S 87 14' 38" E along the north line of said Outlot, a distance of 138.07 feet; thence S 2 45 to to the south line of said Outlot and the actual point of beginning; thence continue S 2° 45' 22" W, a distance of 122.13 feet; thence S 87 14' 38" E, a distance of 130.39 feet, more or less, to its intersection with a line bearing S 1 23' 22" W from a point on the north line of said Outlot, distant 263.46 feet east of the northwest corner of said Outlot; thence N 1 23' 22" E to said south line; thence westerly along said south line to the actual point of beginning. AND That part of Tract B, Registered Land Survey Number 1380, Hennepin County, Minnesota, described as follows: Beginning at the northwest corner of said Tract; thence on an assumed bearing of S 6 52' 33" W along the west line of said Tract, a distance of 422.71 feet; thence S 87 14' 38" E, a distance of 221.28 feet, more or less, to its intersection with a line bearing S 2 45' 22" W from a point on the 'north line Of Outlot B, Brookdale Corporate Center, distant 138.07 feet -east of the northwest corner of said Outlot B; thence N 2 45' 22" E to the north line of said Tract B; thence westerly along said north line to the point of beginning. The above- described property will be Tracts E and G of the proposed Registered Land Survey drawn by Suburban Engineering, Inc., dated December 1985. EXHIBIT E Land to be Acquired by HRA from R.F.I. Tract A, Registered Land Survey Number 1380 and that part of vacated Earle Brown Drive lying southeasterly of the centerline thereof, as platted in Twin Cities Interchange Park, all in Hennepin County, Minnesota. EXHIBIT F Land to be Acquired by HRA from Brookdale That part of Outlot B, Brookdale Corporate Center, Hennepin County, Minnesota, lying easterly of a line described as follows: Commencing at the northwest corner of said Outlot; thence on an assumed bearing of S 87 14' 38" E, along the north line of said Outlot, a distance of 263.46 feet to the actual point of beginning; thence S 1 23' 22" W to the south line of said Outlot and there terminating. The above- described property will be Tract D of the proposed Registered Land Survey drawn by Suburban Engineering, Inc., dated December 1985. Exhibit G CERTIFICATE OF COMPLETION The undersigned hereby certifies that BROOKDALE THREE LIMITED PARTNERSHIP, a Minnesota limited partnership, has fully and completely complied with its obligations under Article of that document entitled "Contract for Private Development" dated , 1985, between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER (HRA), the CITY OF BROOKLYN CENTER (City), BROOKDALE THREE LIMITED PARTNERSHIP, and BROOKDALE CORPORATE CENTER, A LIMITED PARTNERSHIP with respect to construction of Project I in accordance with the approved Project I Plan and is released and forever discharged from its obligations to construct under such above- referenced Article with respect to such Project I. DATED: THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By Its Commission Chairman By Its Executive Director """'^ • ^•••��• •VIiJJI•lJ1Y I - IIV r -uuI7 r-t Exhibit A ASSESSMENT AGREEMENT AND CERTIFICATION OF ASSESSOR THIS AGREEMENT, MADE and entered into this day of , 1985, be and between THE 'HOUSING AND REDEVELOPMENT AVMORITY OF THE CITY OF BROOKLYN CENTER, a Minnesota public body corporate and politic (BRA) and BROOKDALE TARES LIMITED PARTNERSHIP, a Minnesota limited partnership (Developer): WITNESSETH: WHEREAS, parties have contemporaneously with this Agreement entered into a Contract for Private Development (Redevelopment Contract), dated 1985, regard the redevelopment of certain real property �$ P P P Y (Property) located in the Earle Brown Farm Redevelopment District in the City of Brooklyn Center legally described in Schedule A hereto; and WHEREAS, it is contemplated that pursuant to the Redevelopment Con- tract the Developer will construct a commercial development described as the Project in such Agreement to be 50 percent completed by January 1, 1987 and completed by June 1, 1987; and WHEREAS, the HRA, the City and the Developer desire to establish minimum market values for the Property and the Project to be constructed thereon during the time of the private development, pursuant to Minnesota Statutes, Section 273.76, Subdivision 8; WHEREAS, the BRA, the City and the City Assessor have reviewed the preliminary plans and specifications for the Project which it is contem- plated will be erected. NOW. THEREFORE, the parties do hereby agree as follows: ' � ••• •• ••� •••• •• •VILJJIYYIV I IY f •YJ IJ r — aaa 1. On January 1, 1987, the minimum market value of the Project and land described in Schedule A shall be $3,197,223_ On January 1, 1988 and unti it the dat on which the tax increment will no longer be =emitted to the HRA pursuant to Minnesota Statutes, Section 273.75, Subdivision 1 (Maturity Date), the minimum market value for the Project and land described In Exhibit A shall be $6,394,445. 2. The City Assessor shall value the Project and Property and assign a market value which shall not be less than the minimum market value provided herein. Nothing in this Agreement shall limit the discretion of the City Assessor or any other public official or body having the duty to determine the market value of the Property for ad valorem tax purposes, to assign to the Property and the Project to be built thereon, market value in excess of the minimum market value specified in this Agreement. 3. Neither the preambles nor the provisions of this Agreement are intended nor shall they be construed as modifying the terms of the Redevel- opment Contract. 4. This Agreement shall remain in effect and inure to the benefit and be bind i ing upon the successors and assigns of the parties until the 8 Maturity Date and shall not be affected by any damage to or destruction of the Improvements. 5. As provided in Minnesota Statutes, Section 273.76, Subdivision 8, nothing contained herein shall be deemed to limit the right of the Develop- er to challenge that part of any valuation on the market value which is in excess of the stipulated market value contained in this Agreement. _ __ _ .,, .. r...��. .r.. .. .r• rYiLJJI .IJIV 1 - 11V f.V4 /1:7 THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By Its Commission Chairman By Its Executive Director BROOKDALE THREE LIMITED PARTNERSHIP By Ryan Properties, Inc., its General Partner sy Its STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1985, by and- , the Commission Chairman and Executive Director of the Housing and Redevelopment Authority in and for the City of Brooklyn Center_ Notary Public STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1985, by , the of Ryan Properties, Inc., the general partner of BROOXDALE THREE LIMITED PARTNERSHIP, a Minnesota limited partnership, on behalf of said partnership. Notary Public SCHEDULE A Prol ec t I Proper t,.► That part of Lot 1, Block 1, 8rookdale Corporate Center, Hennepin County, Minnesota, lying southerly of a line described as follows: Beginning at a point on the westerly line of said Lot, distant 263.19 feet northerly of the southwest corner; thence S 87 14 38" E to the easterly line of said Lot and there terminating. The said westerly line has an assumed bearing of N C" 52' 33" E. AND That part of Tract B, Registered Land Survey Number 1380; part of Outlot A, Brooklyn Center Industrial Park'Plat 1 and part of vacated Earle Brown Drive, as platted in Twin Cities Interchange Park, all in Hennepin County; Minnesota,- described as follows: Beginning at the southwest corner of said Tract s; thence on an assumed bearing of N 52' 33" E along r. g the westerly line of said Tract B, a distance of 323.62 feet, more or less, to a point distant 422.71 feet south from the northwest corner of said Tract B; thence S 87 14' 38" E, a distance of 221.28 feet, more or less, to its intersection wirii -I line bearing S 2 45' 22" W from a point on the north lir« of Otltlot 8, 8rookdale Corporate Center, distant 138.07 rept east of the northwest corner of said Outlot H; thence S 2 45' 22" W, a distance of 96.00 feet; Thence S 87° 14' 38•' F, a distance of 140.01 feet; thence S 1° 23' 22" W, a distance of 506.71 feet; thence S 69 52' .52" W, a distance of 87.05 feet to the northeasterly right of way line of Summit Drive; thence northwesterly along said right of way line and along the southwesterly lines of said Outlot A and said Tract H to the point of beginning. The above - described property will be Tracts A and H of the Proposed Regisrered Land Survey drawn by Suburban Engineering, Inc., dated December 1985, —fio r•uoiia r you CERTIFICATION BY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon Which the Project is to be constructed, and being of the opinion that the minimum market value contained in the foregoing Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the market value assigned to such land and improve- - meats upon completion of the improvements to be constructed thereon shall not be less than the amounts contained in paragraph 1 of the attached Assessment Agreement until expiration of the Agreement. as provided in paragraph 4 thereof. Assessor City of Brooklyn Center STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1985, by the Assessor of the City of Brooklyn Center, Minnesota. Notary Public t Exhibit I DEFICIENCY AGREEMENT THIS AGREEMENT. made as of the day of , 1985, by and between THE HOUSING AND REDEMOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, a Minnesota public body corporate and politic (HRA) and BROOKDALE THREE LIMITED PARTNERSHIP, a Minnesota limited partnership (Developer). WITNESSETH: WHEREAS, the Developer has on 1985, entered into an agreement entitled: Contract for Private Development (Agreement) with the BRA, the City of Brooklyn Center, a Minnesota municipal corporation (City), and Brookdale Corporate Center, a Limited Partnership, a Minnesota limited partnership, for the purpose of causing the redevelopment by the Developer of certain real property described in the Agreement and situated in the City of Brooklyn Center, County of Hennepin, and State of Minnesota (Property); and WHEREAS, the BRA has established the Earle Brown Farm Redevelopment District (Project Area) and established within such Project Area a redevel- opmeut tax increment district pursuant to Minnesota Statutes, Sec- tion 275.71, et. spec., which includes the Property; and WHEREAS, the Agreement requires the HRA and the City to use their best efforts to convey certain property within the Project Area to the Developer and requires the Developer to perform certain covenants and promises, and to construct certain improvements thereon (which improvements and Property are hereinafter referred to as the "Project ") all as more fully described r' "' " " "r.' r r "rr'r` rVILJVl JJIV 1 I7V I •VV/ IJ r - *. 1:7 l r In the Agreement and located on land described in the attached Schedule A; and WHEREAS, in order to provide the BRA with the funds necessary to construct Public Improvements and for other public costs within the Project Area, the City has issued its general obligation tax increment bonds (Bonds), which bonds mature February 1, 2003 (Maturity Date); and WHERFAS, the BRA and the City are unwilling to undertake said trans- actions unless the Developer guarantees its performance of certain cove- nants and promises as more fully described in the Agreement and as further set out below: NOV, TBEREFOFLr, in consideration of the premises and of One Dollar (41.00) and other good and valuable consideration in hand paid by the BRA to the Developer for the purpose of inducing the Authority to carry out the aforementioned transaction with the Developer, the Developer agrees as follows: 1. If the tax increment generated from the Project, payable with the real estate taxes due in any calendar year commencing in 1988 and ending on the Maturity Date or when the Bonds are otherwise defeased or paid, is less than the amount contained in Schedule B, the BRA shall notify Developer of the difference between the tax increment generated from the Property and such amount (Deficiency) and shall make written demand of developer for the payment thereof. Developer shall, within 30 days after receipt of written notice of demand from the ERA, pay to the BRA the Deficiency. 2. The foregoing obligation of the Developer to pay any Deficiency Is subject to the limitations contained in Section 6.1(04) of the Agreement. v.. v .. .v yr i.v.u7.�rn.�r. r �.�r�. 7p1WJI.lJIY 1 - 110 r•U0 /1.'1 1'�yOD r t 3. This Agreement to Pay Deficiencies shall be and remain the personal obligation of the Developer until (i) the Maturity Date or (ii) the Last date on which the tax increment will no longer be remitted to the HRA pursuant to Minnesota Statutes, Section 273.75, Subdivision I, or (iii) the date on which the Bonds are paid or defeased and shall not be affected by any damage to or destruction of the Project. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER BY Its Commission Chairman By Its Executive Director BROOKDALE THREE LIMITED PARTNERSHIP By Ryan Properties, Inc., its General Partner By Its —m,, a wnn 6n TOIL44JUZIY I - 110 I'•IU /IJ t STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1985, by and , the Commissiou Chairman and Executive Director of The Housing and Redevelopment Authority in and for the City of Brooklyn Center. Notary Public STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1985, by , the of Ryan Properties, Inc., the general partner of BROOKDALE THREE LIMITED PARTNERSHIP, a Minnesota limited partnership, on behalf of said partnership. Notary Public �r VV v� Iv wa I IVII 1161,1,601 11 11"1611 'rU1wJ17Jlu 110 r.11 /ID r - uiD SCHEDULE A Project I Property That part of Lot 1, Block 1, Brookdale Corporate Center, Hennepin County, Minnesota, lying southerly of a line described as follows: Beginning at a point on the westerly line of said Lot, distant 263.19 feet northerly of the southwest corner; thence S 87° 14' 38" E to the easterly line of said Lot and there terminating. The said westerly line has an assumed bearing of N 6 52' 33" E. AND That part of Tract B, Registered Land Survey Number 1380; part of Outlot A, Brooklyn Center Industrial Park Plat 1 and part of vacated Earle Brown Drive, as platted in Twin Cities Interchange Park, all in Hennepin County, Minnesota, described as follows: Beginning at the southwest corner of said Tract B; thence on an assumed bearing of N V 52' 33" E along the westerly line of said Tract B, a distance of 323.62 feet, more or less, to a point distant 422.71 feet south from the northwest corner of said Tract B; thence S 87 14' 38" E, a distance of 221.28 feet, more or less, to its - intersection with a line bearing S 2 45' 22" from a point on the north line of Outlot B, Brookdale Corporate Center, distant 138.07 feet east of the northwest corner of said Outlot B; thence S 2 45' 22" W, a distance of 96.00 feet; thence S 87 14' 38" E, a distance of 140.01 feet; thence S 1° 23' 22" W, a distance of 506.71 feet; thence S 69 52' 52" W, a distance of 87.05 feet to the northeasterly right of way line of Summit Drive; thence northwesterly along said right of way line and along the southwesterly lines of said Outlot A and said Tract B to the point of beginning. The above- described property will be Tracts A and H of the proposed Registered Land Survey drawn by Suburban Engineering, Inc., dated December 1985. w ,..., viw�a�iu i — iu r.�ciia r aoa Schedule B TAX INCREMENT LEVELS FOR THE YEARS COVERED AGREEMENT TO PAY DEFICIENCIES Year Tax Increment Level 1988 $110,325 1989 252,825 1990 252,825 1991 252,825 1992 252,825. 1993 252,825 1994 252,825 1995 252,825 1996 252,825 1997 252,825 1998 252,825 1999 252,825 2000 252,825 2001 252,825 2002 252,825 2003 252,825 . ... • --•••• •,•,..,, .YILJJI7JIY 1_110 r•1J /IJ r'-Oa;) Exhibit J CONCEPT PLAN (Drawings) The building lying south of Line A will have a top elevation stepped upward from east to west. The building shall have an exterior reflective glass skin. All exterior mechanical equipment for the building shall be located only on the west aide of the building, the roof, or both. Any landscaping of the Project Property shall be in harmony with a landscape plan for the boulevard and entry ways to be prepared by Westwood Planning & Engineering Company. A storm water holding pond and appurtenant facilities and public walkway shall be constructed on the Project II Property pursuant to Section 4A.6 of the Agreement. The portion of the land shown in the above drawings lying north of Line A relates to potential Project 11 development of the site. With respect to such future development, approval of this Concept Plan by the City and HRA is limited to the location and footprint size of the building, locations of curb cuts and access, and general location of off - street parking areas. This Concept Plan does not preclude the future construction of a parking ramp within the Project II parking area, but in approving this Concept Plan, the City and BRA do not specifically approve the construction of any such parking ramp. ua -uu -uu iu.aa n um - nrmwl % uRhyrn ToICJ31ydIU I N.14 /ib h EXHIBIT K THE HOFFMAN MEMORANDUM Prior to Brookdale or its successors and assigns commencing any construction with respect to Project II, it is understood and agreed that the square footage density of Project II must be resolved taking into consideration the trip generation rate during peak p.m. hours. The City /HRA have retained Short - Elliot Hendrickson Consultants (SEH) who have prepared a Memorandum for the City /HRA dated September 24, 1985, which outlines the maximum development under three options. Maximum development using a 1.9 office trip rate per 1,000' and assuming an elderly development would allow a maximum office development of 250,600 square feet for Project I and II. Using a 2.2 trip rate, the maximum development would be 159,500 square feet for Project I ana II. Brookdale has retained Barton- ASChman Associates, who have prepared a Memorandum using a trip generation in the of 1.5 trips per 1,000 square feet of office space which would demonstrate that Project I and II could support 400,000 square feet of office space. Prior to any such construction and as a part of the approval of the Improvements for Project II, the maximum size of the office - development in terms of square footage will be determined by the City /HRA and Brookdale, taking into consideration actual trip site generation numbers in the area by study rather than projected site generation numbers. In connection with such study, the following shall be applicable: (a) Total trip generation during "peak p.m. hours will not exceed 3,200 trips in T.A.Z. 13, 14, 15, 17 and 18 as defined in SEH's study report dated May 6, 1985. (b) Subject to the total trip generation requirement of 3,200 trips during peak hours, the City /HRA will attempt to maximize Project II office development to include p.m. peak hour trip generations reserved for but not used on the Earle Brown Farm and the residential development per SEH study report of May 6, 1985. Upon mutual approval of such study, Brookdale and the City /HRA shall agree upon the maximum square footage office density for Project Ii. Such agreement shall 'not relieve Brookdale from compliance with the other terms and provisions of the Agreement relative to construction of the Improvements on Project II. '." -- .v ..r•.... � ....n ..ri.ii�i., � ri.rrrr�� TYILJJI .lJ1Y 1 - 1IY f IJ/ IJ f — .lJil r •\ I 9 w ap • • �• / il�' � I 1 •V 1 � .� �!1 +t� � a •` L3 - , Ul l- rl ...� / it a . •.'lal� •.: / W 's ��� ' !^'i .•cam � � ` i� • . I