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HomeMy WebLinkAbout2000 12-11 EDAP EDA MEETING City of Brooklyn Center December 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 Economic Development 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. Regular Session — November 27, 2000 4. Commission Consideration Item a. Continuation of Public Hearing Regarding Sale of EDA Owned Property at Willow Lane and T. H. 252 - Resolution Authorizing EDA Executive Director to Execute Development Agreement with Eagle Crest Northwest Inc. for Development of EDA Owned Property at Willow g � p P rt3' Lane and T. H. 252 *Requested Commission Action: - Motion to continue public hearing. - Motion to take 'c input. nput. - Motion to close public hearing. - Motion to adopt resolution. b. Resolution Approving the Final Br m' Brooklyn Center Economic Development Authority PP g Yn P Budget for the Year 2001 Pursuant to MSA Chapter 469.107, Subdivision 1 •Requested Commission Action: - Motion to adopt resolution. C. Resolution Requesting the City of Brooklyn Center to Le Taxes for the Benefit of q g tY Y �'Y the Brooklyn Center Economic Development Authority for the Year 2001 • Requested Commission Action: - Motion to adopt resolution. d. Resolution Approving and Authorizing Execution of a Development Agreement With • Real Estate Recycling for Additional Redevelopment • Requested Commission Action: - Motion to table resolution to the January 8, 2001, meeting. 5. Adjournment EDA Agenda Item No. 3a • MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION NOVEMBER 27, 2000 CITY HALL 1. CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in regular session and was called to order by President Myrna Kragness at 10:21 p.m. 2. ROLL CALL President Myrna Kragness, Commissioners Debra Hilstrom, Kay Lasman, Ed Nelson, and Robert Peppe. Also present: City Manager Michael J. McCauley, Assistant City Manager Jane Chambers, Public Works Director Diane Spector, City Attorney Charlie LeFevere, and Deputy City Clerk Maria • Rosenbaum. 3. APPROVAL OF AGENDA AND CONSENT AGENDA A motion by Commissioner Lasman, seconded by Commissioner Hilstrom to approve the agenda and consent agenda. Motion passed unanimously. 3a. APPROVAL OF MINUTES A motion by Commissioner Lasman, seconded by Commissioner Hilstrom to approve the November 13, 2000, regular session minutes. Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION AMENDING THE 2000 EARLE BROWN HERITAGE CENTER BUDGET PROVIDING FOR CERTAIN COMPUTER RELATED ITEMS Executive Director Michael McCauley discussed this resolution would amend the 2000 Earle Brown Heritage Center budget to service deficiencies in the current computer system. • 11/27/00 -1- DRAFT RESOLUTION NO. 2000-23 • Commissioner Nelson introduced the following resolution and moved its adoption: RESOLUTION AMENDING THE 2000 EARLE BROWN HERITAGE CENTER BUDGET PROVIDING FOR CERTAIN COMPUTER RELATED ITEMS The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Peppe. Motion passed unanimously. 5. ADJOURNMENT A motion by Commissioner Peppe, seconded by Commissioner Nelson to adjourn the meeting at 10:24 p.m. Motion passed unanimously. President I I I 11/27/00 -2- DRAFT EDA Agenda Item No. 4a C MEMORANDUM TO: Michael J. McCauley, City Manager FROM: Tom Bublitz Community Development Specialist ` > t3' P P DATE: December 4, 2000 SUBJECT: Public Hearing Regarding Sale of Economic Development Authority (EDA) Owned Property Located at Willow Lane and 252 At -=the October 9, 2000 Economic Development Authority (EDA) - meeting the EDA approved Resolution No. 2000 -18 which: ► Authorized the EDA Executive Director to negotiate a purchase agreement for the sale of the EDA owned property west of Willow Lane and east of Highway 252, to Eagle Crest Northwest Inc. ► Authorized a public hearing for November 13, 2000 on the sale of the property to Eagle Crest Northwest Inc. for the development of 21 single family detached townhomes. The EDA opened the public hearing at its November 13, 2000 meeting and continued the hearing to the December 11, 2000 meeting to allow additional time to complete the Development Agreement for the sale of the property. The following is a summary of information items and issues relative to the sale of the EDA owned property at Willow Lane and 252. ► The property proposed for redevelopment is located east of 252 and is bounded by 66th Avenue North on the north, Willow Lane on the east, 65th Avenue North on the south and Highway 252 on the west. According to tax records, the site is comprised of four separate parcels totaling approximately 4.49 acres, excluding the land area currently occupied by the frontage road next to 252 which is approximately .63 acres. A map showing the location of the proposed project is included with this memorandum. The development proposed by Eagle Crest Northwest is for 21 single family detached townhomes. The homes would be single level ramblers, which would be marketed to the 55 - 70 year old so called "empty nester" market and would sell for between $170,000 and $200,000. Copies of elevation drawings of the units along with a concept sketch plan of the proposed development are included with this memorandum. Also included is a material specification • sheet on the proposed homes. MEMORANDUM December 4, 2000 Page 2 ► Zoning of the site is Cl commercial. For development of the site, as residential townhomes, staff recommends a PUD using an R3 as the underlying zoning district for the PUD. A summary of the ordinance requirements relative to the development are: 1. Re- zoning of the property from C 1 to Residential. The EDA can act as the applicant for the re- zoning. 2. Vacation of the frontage road by ordinance. The EDA can act as applicant for the vacation of the frontage road. 3: - Preliminary and final plat approval. Two additional issues unique to this property and relating to the sale and development of the property are as follows: ► The Premier Mechanical building, housing a mechanical contracting business and located on the northwest corner of the development site, was demolished in 1996. The building • was initially built as a gasoline service station. In the course of completing the demolition of the Premier Mechanical building, two hydraulic hoists located in the old garage area of the building, along with an oil and water separator which collected oil from the floor drain, were removed as part of the demolition. The hoists and oil and water separator contents were removed in accordance with Environmental Protection Agency (EPA) regulations and approximately 110 gallons of oil and water were removed from the hoists and separator trap and disposed of as per EPA guidelines. Soil samples were taken during demolition and removal of the hoists and oil and water separator. A consulting engineering firm collected soil samples that indicated the presence of diesel range organics (DRO) directly beneath the removed oil and water separator. The contamination was not visible in the excavated soil but was detected at 720 parts per million in laboratory analysis. The amount of petroleum detected is not a regulated release as per Minnesota Pollution Control Agency regulations and no regulatory actions were required. While no further remediation action is required for the site, any disturbance of the impacted soils is regulated by the state. Therefore, if any contamination is found during the course of development, the PCA must be notified. Staff believes the presence of contamination is unlikely but if any is found it must be remediated as per PCA requirements. ► The second issue also affects the Premier Mechanical property. In 1994, the EDA received a grant from the Minnesota Housing Finance Agency (MHFA) in the amount of $275,000 under the Community Rehabilitation Fund Program. Eligible uses of grant funds • included, among other things acquisition and demolition. The EDA used the $275,000 in grant funds to assist in the purchase of the Premier Mechanical building. Under the terms • MEMORANDUM December 4, 2000 Page 3 of the MHFA grant, the dollar amount of $275,000 had to be tied to a specific property. Because of the timing of the deadline for expending grant funds, the EDA used the grant funds to assist in the purchase of the Premier Mechanical property. One of the requirements of the Community Rehabilitation Fund Program was that any housing units constructed on the property purchased with Community Rehabilitation Funds could not be sold to individuals or households with incomes over 115 % of median income as determined by the United States Department of Housing and Urban Development. If we look at the site occupied by the old Premier Mechanical Building, purchased with EDA funds and grant funds, the site is approximately 1. 18 acres which represents 23 % of the total 5.12 acre development site. Under the terms of the Community Rehabilitation Fund Program, 23% ur 5 of the 21 single family townhouse units would have to be sold cc households with gross incomes of no more than 115 % of area median income which, at the present time is $78,890. A Development Agreement by and between the Economic Development Authority and Eagle Crest Northwest Inc. has been prepared for EDA consideration. A summary of the significant features of the Development Agreement is as follows: • 1. The Development Agreement addresses preliminary plans and construction plans relative to the units to be constructed. The building elevations and building materials specifications included with this memorandum constitute the preliminary plans pursuant to the Development Agreement. The Preliminary plans are acknowledged on the Resolution Approving the Development Agreement. The only unresolved item in the building materials specifications is the type of window to be used in the units. The resolution provides the EDA Executive Director discretion in approving the specifications for the windows to be used in the townhouse units. The construction plans constitute the building plans to be submitted to the City's Building Official. The Development Agreement provides for-review of the construction plans to assure compliance with the Development Agreement and preliminary plans already submitted. 2. The closing on the property is set for 5 days following preliminary plat approval by the City but is to be no later than May 1, 2001. 3. The purchase price of the property in the Development Agreement is $280,000. Assessing Department staff has indicated the current year 2000 assessment of the development property is $293,100. Assessing Department staff has also indicated that the assessment considers the fact that the parcels are not assembled for • development (i.e. platted) and that a current assessment of $1.50 per square foot is an accurate reflection of market value for undeveloped raw land without utilities. MEMORANDUM December 4, 2000 Page 4 If the $1.50 /square foot cost is applied to the additional .63 acres obtained from the roadway vacation, the total would be $334,540. Assessing Department staff has also indicated that data from the market indicates that assemblage developments such as the development property will sell at rates between 62C and $3.08 per square foot. Staff believes a sale price of $280,000 (based on 21 units) or $13,333 per lot if less than 21 units is a fair price for the property and reflects a small decrease from the $1.50 per square foot value due to the following: • As per the MHFA Community Rehabilitation Fund Grant, the developer will be required to comply with certain income requirements for purchasers of a portion of the housing units. • The EDA is requiring a specified quality of material to be included in the finished home product including windows, siding and roofing materials. • There is some potential for soil contamination on the site although existing data would indicate it would likely be relatively minor if any. • Because the development property has not been surveyed or platted, the developer P P Pe rtY Y P p is concerned that 21 units may not be realized from the final plat. Article III, Section 3.5 of the Development Agreement establishes a unit price of $13,333. per lot if 21 units could not be realized. 4. Vacation of the frontage road will be necessary to complete the development parcel and, pursuant to the Development Agreement the EDA will request the City to vacate the frontage road. This must be accomplished by ordinance. Additionally, the zoning change required can also be initiated by the EDA. 5. The developer will be required to meet certain income requirements for the sale of a portion of the housing sold pursuant to requirements of the Community Rehabilitation Fund Grant received by the EDA and reflected in section 7.1 of the Development Agreement. Staff has prepared a Resolution Approving the Development Agreement with Eagle Crest Northwest, for EDA consideration. Also, there are numerous documents listed in Exhibit F Environmental Reports as an attachment to the Development Agreement. Due to the volume of pages in these reports they are not included with the Development Agreement but copies will be available in the Engineering Department prior to the December 11, meeting. 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' k . .� j . tit - t t � w, • L r. llt►IN \1t� \t � -, , ' 'fill t o Kr • ' f' �7t fi r:• • •'' ti {• •• S 4.1 'a ilk �� a • � r .1r : � i �; � ilil�►lIII�I � •: �a MATERIALS SPECIFICATIONS • THE HOMES OF RIVERWOOD Exterior Features: Energy Efficiency Features • Heartland brand Vinyl Siding • Blown Fiberglass ceiling insulation .044 Thickness • R44 (R.38 batt locations) •• • Aluminum Soffit Panel w /Continuous Venting • R -19 walls - • Aluminum Fascia • Certainteed New Horizon Shangle • 25/32 bildrite exterior sheathing w/building wrap • Concrete Walk and Step * Asphalt Driveway Interior Features • Sodded yard and 2 Blvd. Trees • Oak woodwork, oak rails, flush oak doors • 104gal Shrubs • Bedroom ceiling liglits Insulated Steel Entry Door w /sidelights • Two coats interior latex paint • Deadbolt security locks • texture sprayed ceilings • Steel raised panel garage door . Oak cabin o and vanities • 2 -car garage per plan • Stainless stdel double kitchen sink w /sprayer • Minimum 6/12 roof pitches • Formica kitchen countertops • Multi -cycle dishwasher Electric • Disposal • 100 Amp circuit breaker box • Hood fan • Pre -wired for garage door opener • Plate glass mirrors • Exterior GFI outlets Quality carpet and no -wax vinyl flooring • Smoke dectectors per code . Closet shelving • 2 phone jacks • Fiberglass tub /shower unit • 2 TV /Cable ourtlets Basic Structure Heating and Ventilation . Customized 'blueprints • 90+ Furnace • 2 x 6 exterior walls • Bath fans vented to outside • O.S.B roof sheathing • - Clothes dryer vent to outside - . Ventilated Soffits & Roof • Choice,of electric -or gas range and • Statutory 10 year warranty • dryer service . Warranty all back service. • ' Central air ty • Air to air exchanger Plumbing • One outside water faucet • Single lever faucets in kitchen & baths • Fiberglass Laundry tub • Plumbing rough -in for washer • • '4q gallon hot water heater • Anti -scald shower /tub fauset • T J ^. • DEVELOPMENT AGREEMENT BY AND BETWEEN ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER AND EAGLE CREST NORTHWEST, INC. DECEMBER 2000 • 1224375v5 TABLE OF CONTENTS Page ARTICLEI DEFINITIONS ................................................................................ ..............................2 Section1. IDefinitions .................................................................................... ..............................2 ARTICLE II REPRESENTATIONS AND WARRANTIES .............................. ..............................5 Section 2.1 Representations and Warranties of the Authority ........................ ..............................5 Section 2.2Representations and Warranties by the Developer ...................... ..............................5 ARTICLE III CONVEYANCE OF DEVELOPMENT PROPERTY ................. ..............................6 Section 3.1Purchase and Sale of Development Property ............................... ..............................6 Section 3.2Conveyance of Development Property ........................................ ..............................6 Section 3.3Vacation of Frontage Road .......................................................... ..............................6 Section 3.4 "As s Is ,� " Conveyance r Section3.5Purchase Price .............................................................................. ..............................7 Section3.6Title and Survey ........................................................................... ..............................7 Section 3.7Environmental Matters ................................................................. ..............................7 Section 3.8Developer's Right to Inspect ........................................................ ..............................8 Section 3.9Representations by Authority ...................................................... ..............................8 Section 3.10 Contingencies to Closing on Development Property .....8 Section 3.11 Closing on the Development Property ................................... ..............................9 Section3.12 Costs ........................................................................................ .............................10 ARTICLE IV SUBDIVISION .............................................................................. .............................11 Section4.1 Subdivision ................................................................................... .............................11 ARTICLE V CONSTRUCTION OF MINIMUM IMPROVEMENTS ............... .............................11 Section5.1 Preliminary Plans .......................................................................... .............................11 Section 5.2Construction of Minimum Improvements .................................... .............................11 Section 5.3Construction Plans ........................................................................ .............................12 Section 5ACommencement and Completion of Construction ........................ .............................12 Section 5.5Certificate of Release of Forfeiture ............................................... .............................12 Section 5.6Compliance with Environmental Requirements ........................... .............................13 Section 5.7Additional Responsibilities of the Developer ............................... .............................13 Section 5.8Certificates of Completion ............................................................ .............................13 Section 5.9Certain Approvals ......................................................................... .............................14 ARTICLE VI CONSTRUCTION OF PUBLIC IMPROVEMENTS ................... .............................14 Section 6.1No Public Improvements .............................................................. .............................14 ARTICLE VII HOUSING INCOME REQUIREMENTS ................................... .............................14 Section 7.1 Compliance with Housing Income Requirements ........................ .............................14 ARTICLE VIII FINANCING ............................................................................... .............................15 Section8. 1Financing ....................................................................................... .............................15 Section 8.2Encumbrance of the Development Property . ............................... _ ............................. 15 Section 8.3Copy of Notice of Default to Mortgagee ...................................... .............................15 1224375v5 • Section 8AMortgagee's Option to Cure Events of Default ............................. .............................15 Section 8.5Defaults Under Mortgage ............................................................. .............................15 Section 8.6Subordination of Agreement ......................................................... .............................16 ARTICLE IX REAL PROPERTY TAXES AND ASSESSMENTS ................... .............................16 Section 9.1 Real Property Taxes and Assessments .......................................... .............................16 ARTICLE X INSURANCE AND CONDEMNATION ....................................... .............................16 Section10.1 Insurance ................................................................................. .............................16 Section10.2 Condemnation ......................................................................... .............................17 ARTICLE XI DEVELOPER COVENANTS ....................................................... .............................18 Section 11.1 Maintenance and Operation of the Development During Construction ..............18 Section11.2 Declaration .............................................................................. .............................18 ARTICLE XII TRANSFER LIMITATIONS AND INDEMNIFICATION ........ .............................18 Section 12.1 Represe>Ycaticin as to Development ........................................ .........:..................:.. l 0 " Section 12.2 Limitations on Transfer ........................................................... .............................18 Section 12.3 Transfer of Individual Residential Housing Units .................. .............................19 Section12.4 Indemnification ....................................................................... .............................19 Section12.5 Limitation ................................................................................ .............................20 ARTICLE XIII EVENTS OF DEFAULT AND DAMAGES .............................. .............................20 • Section 13.1 Events of Default Defined ...................................................... .............................20 Section 13.2 Developer Events of Default ................................................... .............................20 Section 13.3 Authority Events of Default .................................................... .............................21 Section 13.4 Authority Remedies on Default .............................................. .............................22 Section 13.5 Revesting Title in the Authority ............................................. .............................22 Section 13.6 Developer Remedies on Default ............................................. .............................22 Section 13.7 No Remedy Exclusive ............................................................. .............................22 Section 13.8 No Additional Waiver Implied by One Waiver ...................... .............................23 Section 13.9 Reimbursement of Attorneys' Fees ......................................... .............................23 ARTICLE XIV ADDITIONAL PROVISIONS ................................................... .............................23 Section 14.1 Conflicts of Interest ................................................................. .............................23 Section 14.2 -Real Estate Agents .................................................................. .............................23 Section 14.3 Titles of Articles and Sections ................................................ .............................23 Section 14.4 Notices and Demands ............................................................. .............................23 Section14.5 Counterparts ............................................................................ .............................24 Section 14.6 Law Governing ....................................................................... .............................24 Section 14.7 Consents and Approvals ......................................................... .............................24 Section 14.8 Representatives ....................................................................... .............................24 Section 14.9 Superseding Effect .................................................................. .............................24 Section 14.10 Relationship of Parties ............................................................ .............................24 Section14.11 Mediation ................................................................................ .............................24 Section14.12 Venue ...................................................................................... .............................24 • Section 14.13 Provisions Surviving Rescission or Expiration ....................... .............................25 Section14.14 Time of Essence ...................................................................... .............................25 1224375v5 • EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY .............................1 EXHIBIT B CERTIFICATE OF COMPLETION ....................................... ..............................1 EXHIBIT C CERTIFICATE OF COMPLIANCE WITH INCOME REQUIREMENTS .........1 EXHIBIT D CERTIFICATE OF RELEASE OF FORFEITURE ................ ..............................1 EXHIBIT E QUIT CLAIM DEED ............................................................... ..............................1 EXHIBIT F ENVIRONMENTAL REPORTS ............................................. ..............................1 EXHIBIT G MHFA INFORMATION FORM ............................................. ..............................1 EXHIBIT H PERMITTED ENCUMBRANCES ........................................ ............................... l • 1224375v5 • DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT is made and entered into this _ day of December, 2000, by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority ") and EAGLE CREST NORTHWEST, INC., a Minnesota corporation (the "Developer "). RECITALS WHEREAS, on December 19, 1994, the Authority and the City of Brooklyn Center (the "City ") adopted the Modified Redevelopment Plan for Housing Development and Redevelopment Project No. 1 and the Tax Increment Financing Plan for Tax Increment Financing District No. 03 (a Redevelopment District) (the "Redevelopment Plan") which set development objectives and urban design guidelines for the area in the City covered by the Redevelopment Plan (the "Project Area "). A component of the Redevelopment Plan was to foster an increase in the residential population of the City of Brooklyn Center, including increased opportunities for decent and reasonably priced housing, as well as the elimination of blighted areas. WHEREAS, in order to achieve the objectives of the Redevelopment Plan, the Authority has acquired certain real property located in the Project Area more particularly described on Exhibit A attached hereto (which property as so described is hereinafter referred to as the "Development Property "), and has agreed to convey the Development Property to the Developer • pursuant to the terms of this Agreement. WHEREAS, a portion of the Development Property was acquired by the Authority, with the proceeds of a Community Rehabilitation Fund Grant (the "Grant ") from the Minnesota Housing Finance Agency ( "MHFA "), the terms of which Grant require that a portion of the Development Property be developed for reasonably priced housing. WHEREAS, the Developer intends to construct 21 detached single family residential townhouse units on the Development Property (the "Minimum Improvements "). WHEREAS, by Resolution 2000 -18 dated October 9, 2000, the Authority has approved and designated the Developer as the developer for the Development Property. WHEREAS, the Authority believes that the Development, as more fully set forth in this Agreement, is in the best interests of the residents of the City and will foster an increase in the residential population of the City, including increased opportunities for decent and reasonably priced housing, and will otherwise benefit the health, safety, morals and welfare of the residents of the City, in accordance with the public purpose and provisions of the applicable State and local laws and requirements under the Redevelopment Plan and the Grant. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the others as follows: • 1224375v5 ARTICLE I DEFINITIONS . 1.1 Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: "Act" means Minnesota. Statutes, Sections 469.001 -.047 and 469.090- .1081, as amended. "Agreement" means this Development Agreement, as the same may be from time to time modified, amended or supplemented. "Authority" means the Economic Development Authority of Brooklyn Center. "Authority Documents" means the documents to be executed and/or delivered by the Authority at the Closing pursuant to Section 3.11 of this Agreement. "Authority Representative" means the Executive Director of the Authority or his or her designee. "Authority Resolution" means Resolution of the Authority approving designation of the Developer as developer of the Development Property. "Board" means the Board of Commissioners of the Authority. • "Certificate of Completion" means the certificate in substantially the form attached hereto as Exhibit B, signed by the Authority Representative certifying completion of a Residential Housing Unit. "Certificate of Compliance with Income Requirements" means the certificates in substantially the form attached hereto as Exhibit C signed by Developer certifying compliance with the income requirements as provided in Section 7.1 of this Agreement. "Certificate of Release of Forfeiture" means the certificate in substantially the form attached hereto as Exhibit D signed by the Authority Representative certifying that the conditions in Section 5.5 hereof have been satisfied. "City" means the City of Brooklyn Center, Minnesota. "Closing" means the closing on the conveyance of the Development Parcel. "Closing Date" means the date on which the Development Property is conveyed by the Authority to the Developer, which date shall be the date five (5) days following preliminary plat approval by the City of the plat for the Development Property as required in Section 4.1 hereof or such other date as the parties mutually agree, but which date shall in no event be later than May 1, 2001. • 1224375v5 2 . "Completion Date" means the date a Certificate of Completion with respect to the Minimum Improvements is delivered. "Construction Plans" means the plans, specifications, drawings and related documents for the construction of the Development which shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building official of the City. "Construction Lender" means the lender on the Construction Mortgage Loan. "Construction Mortgage Loan" means the construction mortgage loan or loans to be obtained by the Developer to provide construction and permanent financing for the construction of the Minimum Improvements. "County" means the County of Hennepin, Minnesota. "Deed" means a quit claim deed executed by the Authority conveying to the Developer the Development Property, in the form attached h�reto as Exhibit E. "Developer" means Eagle Crest Northwest, Inc., a Minnesota corporation, its successors or assigns. "Developer's Documents" means the documents to be executed and/or delivered by the Developer at the Closing pursuant to Section 3.11 of this Agreement. "Developer Event of Default" means the occurrence of an Event of Default set forth in Section 13.2 hereof. "Development" means the Development Property and the Minimum Improvements to be constructed thereon as provided in this Agreement. "Development Property" means the real property legally described on Exhibit A attached hereto. "Environmental reports" means those reports, letters, invoices and other pages described on Exhibit F attached. "Event of Default" means any of the events described in Sections 13.2 or 13.3. "Grant" means the Community Rehabilitation Fund Grant obtained by the Authority from the MHFA relating to the acquisition of a portion of the Development Property. "Lot" means the 21 separate residential townhouse lots to be created by the Developer in the subdivision to be made as required in Section 4.1 of this Agreement. "Low or Moderate Income Household" means a household with income not exceeding 115 percent of the greater of County or area median income as determined from time to time by the United States Department of Housing and Urban Development. • "MHFA" means the Minnesota Housing Finance Agency. 1224375v5 3 "MHFA Information Form" means the Minnesota Housing Finance Agency Household i Demographic/Project Information Form attached hereto as Exhibit G. "Minimum Improvements" means the construction of 21 detached single family residential townhouse units on the Development Property and related improvements. "Mortgage" means any mortgage loan to the Developer that is secured, in whole or in part, with the Minimum Improvements on the Development Property. "Net Proceeds" means any money paid by an insurer under a policy or policies of insurance required to be provided and maintained by the Developer under Section 10.1 of this Agreement. "Permitted Encumbrances" means the permitted encumbrances described in Exhibit H attached hereto. "Preliminary Plans" means the preliminary design, �$,vcif cation and ard-.itectural plans for the Minimum Improvements (including, without limitation, materials specifications) submitted by the Developer to the Authority. "Redevelopment Plan " means the redevelopment plan for the Project approved by the City and the Authority. "Residential Housing Unit" means a detached single family residential townhouse unit • which is a part of the Minimum Improvements, together with the Lot on which it is constructed. "State" means the State of Minnesota. "Title Company" means Old Republic National Title Insurance Company, and its successors and assigns. "Unavoidable Delays" means delays, outside the control of the party claiming its occurrence, which are the direct result of (a) unusually severe or prolonged bad weather, (b) acts of God, fire or other casualty to the Development, (c) litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, (d) the outbreak of war or insurrection, (e) acts of any Federal, State or local governmental unit which directly result in delays, (f) strikes, other labor trouble, (g) delays in delivery of materials for the Minimum Improvements, or (h) soil conditions of the Development Property. • 1224375v5 4 ARTICLE II REPRESENTATIONS AND WARRANTIES S, - Representations and Warranties of the Authority. The Authority makes the following representations and warranties: (a) The Authority is a public body corporate and politic and a governmental subdivision of the State, duly organized and existing under the Act and the Authority has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The Authority has taken all action necessary to create the Project and to approve this Agreement and to authorize the execution and delivery of this Agreement and any other documents or instruments required to be executed and delivered by the Authority pursuant to this Agreement. (c) The execution, delivery and performance of this Agreernent any other documents or instruments required pursuant to this Agreement by the Authority does not, and consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not, conflict with or constitute on the part of the Authority a breach of or default under any existing (i) indenture, mortgage, deed of trust or other agreement or instrument to which the Authority is a party or by which the Authority or any of its property is or may be bound, or (ii) legislative act, constitution or other proceeding establishing or relating to the, establishment of the Authority or its officers or its resolutions. • (d) There is not pending, nor to the Authority's current actual knowledge is there threatened, any suit, action or proceeding against the Authority before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the Authority to perform its obligations hereunder, or as contemplated hereby or thereby, or the validity or enforceability of this Agreement. (e) No member of the Board of the Authority or officer of the Authority, has either a direct or indirect financial interest in this Agreement, nor will any Commissioner of the Authority or officer of the Authority, benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87. (f) The Authority will reasonably cooperate with the Developer and the City with respect to any litigation commenced by third parties with respect to the Development. eef'V� ;i 2.2 Representations and Warranties by the Developer. The Developer represents and warrants that: (a) The Developer is a corporation organized and in good standing under the laws of Minnesota, is not in violation of any provisions of its articles of incorporation or other organizational documents or the laws of said State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its board of directors. 1224375v5 5 (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions thereof do not and will not conflict with or result in a breach of any of the terms or conditions of the Developer's organizational documents, any restriction or any agreement or instrument to which the Developer is now a parry or by which it is bound or to which any property of the Developer is subject, and do not and will not constitute a default under any of the foregoing or a violation of any order, decree, statute, rule or regulation of any court or of any state or Federal regulatory body having jurisdiction over Developer or its properties, including its interest in the Development, and do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of Developer contrary to the terms of any instrument or agreement to which Developer is a party or by which it is bound. (c) The execution and delivery of this Agreement will not create a conflict of interest prohibited by Minnesota Statutes, Section 469.009, as amended. (d) Developer will reasonably cooperate with the City and Authority with respect to any litigation commenced by third parties with respect to the Development. (e) There are no pending or threatened legal proceedings, of which the Developer has notice, contemplating the liquidation or dissolution of the Developer or threatening its existence, or seeking to restrain or enjoin the transactions contemplated by the Agreement, or questioning the authority of the Developer to execute and deliver this Agreement or the validity of this Agreement. i (f) The Developer represents and warrants that it has adequate financial capability, consisting of binding commitments for financing, to construct and to complete each of the activities or tasks required by this Agreement including but not limited to, subject to Unavoidable Delays, the completion of construction of the Minimum Improvements and delivery of the Certificate of Completion for the Minimum Improvements within twenty -four (24) months of the Closing Date. ARTICLE III CONVEYANCE OF DEVELOPMENT PROPERTY .�ec�tio �,1 Purchase and Sale of Development Property. Subject to the terms of this Agreement, the Authority agrees to sell to the Developer, and Developer agrees to buy from the Authority, the Development Property. ,(VYXWI 3 2 Conveyance of Development Property. The Authority and the Developer agree that the Closing on the purchase and sale of the Development Property shall occur on the Closing Date. Vacation of Frontage Road. The Authority and the Developer acknowledge and agree that a portion of the Development Property is currently located within a public right -of -way for a frontage road. The Authority will request the vacation of such frontage road by the City prior to Closing. 1224375v5 6 oec €i ii 3.4 "As Is" Conveyance. In recognition of the Authority's role as land assembler and the inspections and disclosure rights accorded the Developer, the Developer shall take the conveyance of Development Property on an "AS IS" "WHERE IS" basis, with all faults and defects without any warranties, express or implied, except those expressly stated in this Agreement, and the Developer waives any claims against the Authority, the City and their respective members and boards, for indemnification, contribution, reimbursement or other payments arising under federal and state law and the common law relating to environmental or any other condition of Development Property. `sf_'.ctioa .�. S Purchase Price. The total purchase price to be paid by Developer to the Authority for the Development Property shall be Two Hundred Eighty Thousand Dollars ($280,000). One Thousand Dollars ($1,000) of the purchase price shall be paid to the Authority upon execution of this Agreement. The balance of the purchase price shall be paid on the Closing Date by wire transfer of immediately available federal funds in the amount of $279,000. Notwithstanding the foregoing to the contrary, in the event the final approved subdivision of the Development Property to be made by the Developer as provided in Article IV hereof results ;n the Development Property being subdivided into less than 21 townhome lots, then the purchase price shall be reduced to an amount equal to the number of such townhome lots established in said final approved subdivision multiplied by $13,333, provided that if there are less than 18 residential townhome lots in said final approved subdivision, the Authority may elect, by written notice to the Developer, to terminate this Agreement, in which event the $1,000 paid upon execution of this Agreement shall be refunded to the Developer and this Agreement shall terminate. "k,6 Title and Survey. The Developer and the Authority have obtained, or will obtain, a commitment for an owner's title insurance policy issued by the Title Company naming Developer as the proposed owner- insured of the Development Property in the amount of the purchase price (the "Commitment "), together with copies of all documents referred to in the Commitment. The Developer shall make any objections to title in writing to the Authority within ten (10) days of receipt of the Commitment, or the same shall be deemed waived. The Authority and the Developer acknowledge and agree that if the Authority does not have good and marketable title to the Development Property on or before the Closing Date, the Developer's sole remedy shall be to terminate this Agreement and obtain a refund of the $1000 paid upon execution of this Agreement. The Developer has obtained, or will obtain, at Developer's expense, a survey of the Development Property, prepared by a surveyor acceptable to Developer (the "Survey "). The Developer agrees to take title to the Development Property subject to the Permitted Encumbrances set forth on Exhibit H attached hereto and the same are hereby approved by the Developer and shall not be the basis of any title objection. ;cw �, I Environmental Matters. The Authority and the Developer acknowledge and agree that the Authority has provided to the Developer the Environmental Reports. To the extent the Authority delivers to the Developer the Environmental Reports, it is understood that the-Authority delivers the same as an accommodation to the Developer, and the Authority makes no representation or warranty as to the accuracy or completeness of the information contained therein. Neither the City nor the Authority shall have any responsibility or obligation to • undertake any clean up or remediation on the Development Property. 1224375v5 7 ±,8 Developer's Right to Inspect. Developer is hereby granted the right to enter upon and inspect, analyze, and test the Development Property for all reasonable purposes, including conducting soil tests. Developer shall pay for the cost of all investigations of the Development Property which are ordered by Developer for purposes of conducting its own investigations of the Development Property. Developer hereby agrees to indemnify and hold the Authority harmless from any claims, damage, costs, and liability (including, without limitation, reasonable attorney's fees) resulting from the entering upon the Development Property or the performing of any of the analyses, tests or inspections referred to in this Section. >"ecti011 :.9 Representations by Authority'. The Authority represents, to its actual current knowledge, without duty of inquiry or investigation, to the Developer as follows: (a) There are no purchase agreements, leases or other occupancy agreements affecting the Development Property with any person other than the Developer. (b) There is no action, litigation, investigation, condemnation or proceeding of any kind pending or threatened against the Authority or the Development Property, or any interest therein, which could affect the Development Property, any portion thereof or title thereto. (c) There are no underground tanks located on the Development Property. (d) There are no unsealed wells or private septic systems located on the Development Property. The Authority will give Developer prompt written notice if it learns of anything which would affect or change any of the foregoing representations. ,i :Quoo ,., t , Contingencies to Closing on Development Property. (a) Developer's Contingencies. Developer's obligation to close on the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived on or before the Closing Date: (i) Developer shall have obtained a commitment, in form and substance acceptable to the Authority, for the financing of the construction of the Minimum Improvements as described in Article VIII. (ii) Title to the Development Property shall have been found acceptable, or been made acceptable, in accordance with Section 3.6. (iii) The frontage road, as described in Section 3.3 hereof, shall have been vacated by the City. (iv) Developer shall have determined that it is satisfied with the results of all matters disclosed by hazardous waste and environmental reviews of the Development Property. • 1224375v5 8 (v) Developer shall have determined that it is satisfied with the results of all matters disclosed by Developer's inspection of the Development Property conducted under Section 3.8. (vi) Authority shall have performed all of the obligations required to be performed by Authority under this Agreement as of the Closing Date. (vii) The Authority shall have delivered to the Developer all of the Authority's Documents described in Section 3.11. (viii) The Developer shall have satisfied itself that (x) the Development Property is and will be exempt from the payment of real estate taxes payable in the years 2000 and 2001, and (y) the amount of unpaid special assessments, if any, outstanding against the Development Property is less than $2,500. (ix) The Developer shall have received approval for the subdivision of the Developmen� Property as provided, in Article IV hereof. (x) The Development Property shall have been rezoned by the City pursuant to the application of the Developer (with the cooperation of the Authority) to a PUD classification which permits the use as a townhome development as described in the Preliminary Plans for the Minimum Improvements. (b) Authority's Contingencies. The Authority's obligation to close on the sale of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived on or before the Closing Date: (i) Developer shall have delivered to the Authority evidence, reasonably acceptable to the Authority, that the Developer has obtained a commitment in the form acceptable to the Authority for the financing for the Minimum Improvements as described in Article VIII. (ii) Developer shall have performed all of the obligations required to be performed by Developer under this Agreement as of the Closing Date. (iii) The Developer shall have delivered to the Authority all of the Developer's Documents described in Section 3.11. S ectio n 3.1.. Closing on the Development Property. (a) Time and Place. Subject to the terms and conditions of this Agreement, the Closing on the purchase and sale of the Development Property shall take place on the Closing Date and shall take place at the St. Paul offices of Briggs and Morgan or such other place which is mutually acceptable to the parties. The Authority shall deliver possession of the Development Property on the Closing Date. (b) Authority's Documents. At the Closing, the Authority shall execute, where • appropriate, and deliver all of the following Authority's Documents: 1224375v5 9 • (i) The Deed properly executed on behalf of the Authority conveying the Development Property to the Developer subject to the Permitted Encumbrances. (ii) Any abstracts of title in the Authority's possession to any portion of the Development Property which is abstract property. (iii) An affidavit of the Authority indicating on the Closing Date that to its actual current knowledge, without duty of inquiry or investigation, there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving the Development Property; that there has been no labor or material furnished to the Development Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Development Property. (iv) Such other documents as shall be required to carry out the intent of this Agreement. (c) Developer's Documents. At the Closing, the Developer shall execute, where appropriate, and deliver all of the following Developer's Documents: (i) The payment of the purchase price for the Development Property, which shall be paid by delivery to the Authority of cash in the amount of $1,000 and the balance by the wire transfer of immediately available federal funds. • (ii) Proof of insurance required pursuant to this Agreement. (iii) To the extent required and obtainable as of the Closing Date, environmental clearances, subdivision approvals, permits, and any other required governmental approvals for the Minimum Improvements. (iv) Funds sufficient for payment by the Developer at Closing of the recording charges or fees for all documents which are to be placed on record, the fee or charge imposed by any closing agent designated by the Title Company, and any other incidental or related closing costs. (v) A certificate of good standing for Developer from the Secretary of State of the State. (vi) An executed fixed price or guaranteed maximum price construction contract for the Minimum Improvements with a commencement date of not more than 60 days after the Closing Date. (vii) Such other documents as shall be required to carry out the intent of this Agreement. 1 .12 Costs The Authority and the Developer each shall pay their own attorneys' fees. The Developer shall pay, among other things, the Title Company's closing fee . and any other fees related to the Commitment. The Authority shall pay the state deed tax and the 1224375v5 10 fees of Title Company for its title work relating to the issuance of the Commitment. The Developer shall pay the cost of any surveys, the cost of any environmental audits or work, the premium for the title insurance policy, any mortgage registry tax and the cost of recording the Deed, the cost of Developer's inspection of the Development Property and any and all other closing costs related to the transfer of the Development Property to the Developer not specifically agreed to herein to be paid by the Authority. ARTICLE IV SUBDIVISION {I1 4.1 Subdivision. Prior to the commencement of the construction of the Minimum Improvements, the Developer shall submit all applications and obtain all necessary governmental approvals for the subdivision and platting of the Development Property for no less than 21 townhome lots, which plat must be previously approved by the Authority, which approval will not be unreasonably withheld or delayed. In the event the City does not approve a subdivision for 21 townhome lots, the beveioper shall modify and amend its subdivision request, and use all reasonable efforts, to obtain subdivision approval for the maximum number of townhome lots on the Development Property. In connection with obtaining such subdivision approval the Developer shall also provide to the City such subdivision agreement as is required by the City in connection with providing services to the subdivision and the method of payment for such improvements, which subdivision agreement will provide for, among other things, a trail easement over the Development Property in favor of the City. ARTICLE V CONSTRUCTION OF MINIMUM IMPROVEMENTS (W. fit. K Preliminary Plans. The Authority and the Developer acknowledge that before the date of this Agreement, the Developer submitted to the Authority the Preliminary Plans for the Minimum Improvements. Developer represents that the Preliminary Plans are consistent with the Redevelopment Plan, this Agreement, and all applicable State and local laws and regulations, insofar as said consistency may be determined at said preliminary stage. The Preliminary Plans have been reviewed and approved by the Authority. S,:efi oi1 5.2' Construction of Minimum Improvements. Subject to the terms and conditions of this Agreement, the Developer agrees to construct the Minimum Improvements on the Development Property in conformance with the approved Construction Plans for the Minimum Improvements. No material changes shall be made to the Construction Plans for the Minimum Improvements without the Authority's prior written approval. In no event should any of these changes (a) affect the quality of the Development as provided in the Construction Plans approved by the Authority, (b) materially affect the appearance of the exterior of the Minimum Improvements, or (c) reduce the quality of the construction materials for the Minimum Improvements. 12243750 1 1 sQcbof3 S Construction Plans. The Developer shall deliver to the Authority no later than thirty 30 days (a ) p tY rtY ( ) prior to Y P Closing the Construction Plans for the Minimum Improvements. The Authority shall review the Construction Plans and will deliver to the Developer before the Closing Date, a written statement approving the Construction Plans or a written statement rejecting the Construction Plans and specifying the deficiencies in the Construction Plans. The Authority shall approve the Construction Plans if. (i) the Construction Plans substantially conform to the terms and conditions of this Agreement; (ii) the Construction Plans are consistent with the goals and objectives of the Redevelopment Plan; and (iii) the Construction Plans do not violate any applicable Federal, State or local laws, ordinances, rules or regulations. If the Construction Plans are not approved by the Authority, then the Developer shall make such changes as the Authority may reasonably require. (b) The approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the Authority does not constitute a representation or warranty by the Authority that the Construction Plans or the Minimum Improvements comply with any applicable building code, health or safety regulation, zoning regulation, environmental law or other law or regulation, or that the Minimum Improvements will meet the qualifications for issuance of a certificate of occupancy, or that the Minimum Improvements will meet the requirements of the Developer or any other users of the Minimum Improvements. Approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the Authority will not constitute a waiver of an Event of Default. i Section 5 Commencement and Completion of Construction. Subject to the terms and conditions of this Agreement and to Unavoidable Delays, the Developer will commence construction of the Minimum Improvements within sixty (60) days after the Closing Date and the Completion Date for the Minimum Improvements shall be within twenty -four (24) months of the Closing Date. The Minimum Improvements will be constructed by the Developer on the Development Property in conformity with the Construction Plans approved by the Authority. Prior to delivery of Certificates of Completion to the Developer for all Residential Housing Units, upon the request of the Authority the Developer will provide the Authority reasonable access to the Development Property. "Reasonable access" means at least one site inspection per week during regular business hours. During construction and marketing of the Minimum Improvements, the Developer will deliver progress reports to the Authority from time to time as mutually agreed upon by the Authority and the Developer. ectiou _5 Certificate of Release of Forfeiture. The Developer shall notify the Authority when the Construction Lender has approved the first advance of the proceeds of the Construction Mortgage Loan, as evidenced by an approved draw request signed by the Construction Lender, subject only to the delivery by the Authority of an executed Certificate of Release of Forfeiture. Promptly upon receipt of the foregoing the Authority will furnish to the Developer a Certificate of Release of Forfeiture for those Lots for which the Construction Mortgage Loan will provide financing to construct the Minimum Improvements thereon in the form attached hereto as Exhibit D. The Developer shall cause the Certificate of Release of • Forfeiture to be recorded in the proper office for recordation of deeds and other instruments pertaining to the Development Property. 1224375v5 12 Sect ,ion i.6 Compliance with Environmental Requirements. The Developer shall comply with all applicable local, State, and Federal environmental laws and regulations, and will obtain, and maintain compliance under, any and all necessary environmental permits, licenses, approvals or reviews. As of the date of this Agreement, the Developer has received no notice or communication from any local, State, or Federal official that the activities of the Developer, Authority under this Agreement may be or will be in violation of any environmental law or regulation. Section S<7 Additional Responsibilities of the Developer. (a) The Developer will construct, operate and maintain, or cause to be operated and maintained, the Minimum Improvements in substantial accordance with the terms of this Agreement, the Redevelopment Plan, and all local, State, and Federal laws and regulations (including, but not limited to zoning, building code and public health laws and regulations), except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans approved by the Authority. (b) The Developer will obtain, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and Federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (c) The Developer will not construct any building or other structures on, over, or within the boundary lines of any public utility easement unless such construction is provided for • in such easement or has been approved by the utility involved. (d) The Developer, at its own expense, will replace any public facilities and public utilities damaged during the construction of the Minimum Improvements, in accordance with the technical specifications, standards and practices of the owner thereof. (e) The Developer will prepare, submit and receive approval from the City and its Planning Commission for the subdivision plat for any portion of the Minimum Improvements, as applicable and appropriate. (f) The Developer will comply with all applicable local, state and federal environmental laws and regulations, as they relate to the Minimum Improvements. >ii > Certificates of Completion. The Developer shall notify the Authority when construction of a Residential Housing Unit has been substantially completed. The Authority shall promptly inspect said Residential Housing Unit in order to determine whether the same has been constructed in substantial conformity with the approved Construction Plans. If the Authority determines that the Residential Housing Unit has not been constructed in substantial conformity with the approved Construction Plans, the Authority shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the same has not been constructed in substantial conformity with the approved Construction Plans and Developer shall promptly remedy such deficiencies. Promptly upon determining that said Residential Housing Unit has been constructed in substantial conformity with the approved . Construction Plans, and upon the sale of such Residential Housing Unit in accordance with the 1224375v5 13 . provisions of Section 12.3 hereof, the Authority will furnish to the Developer a Certificate of Completion in the form attached hereto as Exhibit B certifying the completion of such Residential Housing Unit. The Certificate of Completion issued for such Residential Housing Unit shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement and the Deed as it relates to said Residential Housing Unit. The Developer shall cause the Certificate of Completion to be recorded in the proper office for recordation of deeds and other instruments pertaining to the Development Property. Section 5.9 Certain Approvals. The Developer acknowledges and agrees that any approval by the Authority given pursuant to this Agreement does not constitute the consent or approval of the City or any other governmental body or entity to the Development, the subdivision of the Development Property, the plans for or the construction of the Minimum Improvements, or any other aspect thereof, including without limitation, use, zoning, building code and watershed requirements, and the Authority shall have no liability to the Developer for damages or otherwise for failure of the Developer to obtain any required consents, approvals, permits and licenses for the Development in accordance with all applicable laws and regulations. ARTICLE VI CONSTRUCTION OF PUBLIC IMPROVEMENTS -i,,etion 6, No Public Improvements. Neither the Authority nor the City shall have any obligation to construct, install, improve or modify any public improvements (including without limitation streets, sidewalks, curbs or utility services) in connection with the Development. ARTICLE VII HOUSING INCOME REQUIREMENTS ection 7.1 Compliance with Housing Income Requirements. (a) Developer represents that improvements constructed on the Development Property will consist of a project, or a portion of a project, intended for occupancy, in part, by households of low or moderate income as defined in the Grant. (b) Developer agrees and covenants that at least 23% of the Residential Housing Units constructed as part of the Minimum Improvements (e.g., 5 Residential Housing Units in the event the Development Property subdivision creates 21 Residential Housing Units) must be sold to and occupied by Low or Moderate Income Households. (c) The Developer covenants and agrees to provide to the Authority the Certificate of Compliance with Income Requirements attached hereto as Exhibit C at the end of each year, commencing December 31, 2001, until and including the date that every Residential Housing Unit has been sold. In addition, as each Residential Housing Unit is sold by Developer, Developer shall provide to Authority a completed MHFA Information Form for the purchaser of • such Residential Housing Unit in the form attached hereto as Exhibit G. Upon the sale of the 1224375x5 14 tenth (10 Residential Housing Unit, Developer shall have sold and closed no less than two (2) . Residential Housing Units to Low or Moderate Income Households. ARTICLE VIII FINANCING Section 8.1 Financing. On or before the Closing Date, the Developer will deliver written evidence reasonably acceptable to the Authority of a commitment or commitments for financing the construction of the Minimum Improvements and the source of money for all payments due from the Developer under the terms of this Agreement, including payment of the purchase price for the Development Property. If the source of such money is a loan from a financial institution, the Developer must also provide evidence of a commitment or commitments from such financial institution to provide such loan. m }etioii :3.2 Encumbrance of the Development Property. (a) Until the Completion Date, neither the Developer nor any successor in interest to the Developer will engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Development Property, or portion thereof, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Development Property except for the purpose of obtaining funds only to the extent necessary for making the Minimum Improvements (including, but not limited to, land and building acquisition, labor and materials, professional fees, real estate taxes, construction interest, organization and other indirect costs of development, costs of constructing the Minimum Improvements, and an allowance for contingencies). (b) This restriction on encumbrance shall terminate with respect to each Residential Housing Unit for which the Authority has delivered to the Developer a Certificate of Completion. Sefit €_I 'll S-3 Copy of Notice of Default to Mo rtgagee. If the Authority delivers any notice or demand to the Developer with respect to any Event of Default under this Agreement, the Authority will also deliver a copy of such notice or demand to the mortgagee of any Mortgage at the address of such mortgagee provided to the Authority in a written notice from the Developer or the mortgagee. z=dxE: o z Mortgagee's Option to Cure Events of Default. Upon the occurrence of an Event of Default, the mortgagee under any Mortgage will have the right (insofar as the rights of the Authority are concerned), at its option, to cure or remedy such Event of Default. R.;� Defaults Under Mortgage. In the event the Developer is in default under any Mortgage, the mortgagee, within ten (10) days after it becomes aware of any default and prior to exercising any remedy available to it due to such default, will notify the Authority in writing of (i) the fact of default; (ii) the elements of default; and (iii) the actions required to cure the default. If, within the time period required by the Mortgage, the Authority cures any default under the Mortgage, the mortgagee will pursue none of its remedies under the Mortgage based • on such default. 1224375v5 15 q - -boll 4.6 Subordination of Agreement. In order to facilitate the obtaining of financing for the construction of the Minimum Improvements, the Authority agrees to subordinate the provisions of the Development Agreement and the Deed to the documents executed in connection with the Construction Loan Mortgage, provided that such subordination shall not deprive the Authority or otherwise limit any of the Authority's rights or remedies under this Agreement. ARTICLE IX REAL PROPERTY TAXES AND ASSESSMENTS 0A Real Property Taxes and Assessments. The Authority shall pay any real estate taxes and installments of special assessments with respect to the Development Property payable prior to the year in which a Closing occurs. Any real estate taxes and installments of special assessments payable with respect to the Development Property in the year of the Closing shall be prorated on a calendar year basis between the Developer and the Authority as of the _ Clcising Date. The Developer shall pay all real estate taxes and installments of special assessments due and payable with respect to the Development Property in the year following the year in which the Property is conveyed or otherwise transferred to the Developer and each year thereafter. ARTICLE X INSURANCE AND CONDEMNATION Section 10.1 Insurance (a) The Developer will obtain and continuously maintain insurance on the entire Development and, from time to time at the request of the Authority, furnish proof to the Authority that the premiums for such insurance have been paid and the insurance is in effect. The insurance coverage described below is the minimum insurance coverage that the Developer must obtain and continuously maintain: (i) Builder's risk insurance, written on the so -called "Builder's Risk- - Completed Value Basis," in an amount equal to one hundred percent (100 %) of the insurable value of the applicable Ownership Unit or Rental Building at the date of completion, and with coverage available in nonreporting form on the so -called "all risk" form of policy. (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's /Contractor's Policy naming the Authority, and City as an additional insured, with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above - required limits, an umbrella excess liability policy may be used), written on an occurrence basis. . (iii) Workers compensation insurance, with statutory coverage. 1224375v5 16 • (b) All insurance required in this Article shall be obtained and continuously maintained in responsible insurance companies selected by the Developer or its successor that are authorized under the laws of the State to assume the risks covered by such policies. The Developer shall deposit annually with the Authority a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article, each policy must contain a provision that the insurer will not cancel nor modify the policy without giving written notice to the insured and the Authority at least thirty (30) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, the Developer or its successor must furnish the Authority evidence satisfactory to the Authority that the policy has been renewed or replaced by another policy conforming to the provisions of this Article, or that there is no necessity for the policy under the terms of this Agreement. In lieu of separate policies, the Developer or its successor may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer or its successor will deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force. (c) The Developer agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Subject to the terms of any Mortgage, in the event that any such damage does not exceed $100,000, the Developer will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Developer or its successor will apply the Net Proceeds of any insurance relating to such damage received by the Developer or its successor to the payment or reimbursement of the costs thereof. In the event the Minimum Improvements or any portion thereof is destroyed by fire or other casualty prior to the Completion Date, and the damage or destruction is estimated to equal or exceed $100,000, then the Developer, within one hundred fifty (15 0) days after such damage or destruction, subject to the terms of any Mortgage, will proceed forthwith to repair, reconstruct and restore the damaged Minimum Improvements to substantially the same condition or utility value as it existed prior to the event causing such damage or destruction and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Developer will apply the Net Proceeds of any insurance relating to such damage or destruction received by the Developer to the payment or reimbursement of the costs thereof. Developer shall pay the entire cost of repair, reconstruction and restoration if the net proceeds of the insurance are insufficient. ' '.'2' Condemnation. In the event that title to and/or possession of the Development Property and Minimum Improvements, or any material part thereof, is threatened with a taking through the exercise of the power of eminent domain, the Developer will notify the Authority of the threatened taking with reasonable promptness. • 1224375v5 17 ARTICLE XI • DEVELOPER COVENANTS See' oni l 1.t Maintenance and Operation of the Development During Construction. Developer will at all times during the term of this Agreement, maintain and operate the construction site for the Development in a safe and secure way and in compliance with this Agreement and all Federal, State and local laws, regulations, rulings and ordinances applicable thereto. Developer shall pay all of the reasonable and necessary expenses of the operation and maintenance of the Development, including all premiums for insurance insuring against loss or damage thereto and adequate insurance against liability for injury to persons or property arising from the construction of the Minimum Improvements as required pursuant to this Agreement. During construction of the Minimum Improvements, Developer shall not knowingly cause any person working in or attending the Development for any purpose, or any purchaser of a Residential Housing Unit in the Development, to be exposed to any hazardous or unsafe condition; provided tho+ Developer shall not be in default hereunder if it has required the contractors employed by Developer to perform work on the Development to take such precautions as may be available to protect the persons in and around the Development from hazards arising from the work, and has further required each such contractor to obtain and maintain liability insurance protecting against liability to persons for injury arising from the work. The expenses of operation and maintenance of the Development shall be borne solely by Developer. • `€ �,- a? Declaration. Prior to the first conveyance by Developer of a Residential Housing Unit, the Developer shall submit to the Authority for its approval a townhome declaration for the Development, which approved the Authority shall not unreasonably withhold, delay or condition. ARTICLE XII TRANSFER LIMITATIONS AND INDEMNIFICATION =�a / Representation as to Development. The Developer represents to the Authority that its purchase of the Development Property, and it other undertakings under this Agreement, are for the purpose of developing a mixed - income housing community which includes reasonably priced housing and related improvements, and not for the purpose of speculation in land holding. The Developer acknowledges that, in view of the importance of the development of the Development Property to the general welfare of the Authority and the City, the qualifications and identity of the Developer are of particular concern to the Authority. The Developer further acknowledges that the Authority is willing to enter into this Agreement with the Developer because of the qualifications and identity of the Developer. Limitations on Transfer. The Developer may, with prior written notice to the Authority, sell, assign, convey, or transfer in any mode or manner, all or a portion of this Agreement, the Development Property or the Minimum Improvements to a lender providing construction or permanent financing for the Minimum Improvements. Except as otherwise • provided in this Section, the Developer will not sell, assign, convey, lease or transfer in any other 1224375v5 18 • mode or manner this Agreement, the Development Property or the Minimum Improvements, or any interest therein, without the express written approval of the Authority. The Authority shall be entitled to require, as conditions to any approval of any sale, assignment, conveyance, use or transfer of this Development Agreement, the Development Property or the Minimum Improvements that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as determined by the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the Authority and the City and in form recordable among the land records shall, for itself and its successors and assigns, and expressly for the benefit of Authority, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject; (c) There shall bv submitted to the Authority for review all instruments and other legal documents involved in effecting transfer, and if approved by Authority, its approval shall be indicated to the Developer in writing; (d) The Developer and its transferee shall comply with such other conditions as the Authority may find desirable in order to achieve and safeguard the purposes of the Act, the Development Plan and the Developer Documents; and (e) In the absence of specific written agreement by the Authority and the City to the contrary, no such transfer or approval by the Authority and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto. « Transfer of Individual Residential Housing Units. Notwithstanding any provision of Section 12.2 to the contrary, the Developer may, in the ordinary course of business, sell and transfer any completed Residential Housing Unit and the Lot on which it is located, for which the City has issued a certificate of occupancy, to the purchaser(s) who will occupy such Residential Housing Unit as his/her residence, or to the purchaser(s) who is purchasing the Residential Housing Unit for the occupancy by his/her immediate family member(s), provided that the Developer has complied with the requirements of Section 7.1 of this Agreement. � oxi Indemnification. (a) The Developer releases from and covenants and agrees that the Authority and the City, their governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the "Indemnified Parties ") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Development to the extent not attributable to the gross negligence of the Indemnified Parties. 1224375v5 19 (b) Except for gross negligence of the Indemnified Parties, the Developer agrees to indemnify the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including reasonable attorney's fees), actions or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Development; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by Authority in this Agreement. d on '2. Limitation. All covenants, stipulations, promises, agreements and obligations of the Authority, or the Developer contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority or the Developer, respectively, and not of any governing body member, officer, agent, servant or employee of the Authority, the City or the Developer in the individual capacity thereof. AR11CLE XIII EVENTS OF DEFAULT AND DAMAGES I Events of Default Defined. Subject to applicable cure periods, 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 any one or more of the following events: • : =, ;,. Developer Events of Default. The following shall be Events of Default for the Developer: (a) The proceeds of the Construction Loan Mortgage are not available for disbursement subject only to standard construction disbursement provisions, for the construction of the Minimum Improvements by within sixty (60) days of the Closing Date; or (b) the Developer shall fail to begin construction of the Minimum Improvements within 30 days after Closing and, subject to Unavoidable Delays, to proceed with due diligence to complete the Minimum Improvements within twenty -four (24) months after Closing, all in conformity with this Agreement, and such failure to begin, or proceed with due diligence to complete, the construction of the Minimum Improvements shall not be cured within 30 days after written notice to do so. Notwithstanding the foregoing, if the default reasonably requires more than thirty (30) days to cure, such default shall not constitute an Event of Default, provided that the curing of the default is promptly commenced upon receipt by the Developer of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that Developer keeps the Authority well informed at all times of its progress in curing the default; provided in no event shall such additional cure period extend beyond ninety (90) days; or (c) the Developer shall default in or violate its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the • completion thereof), or shall abandon or substantially suspend construction work, and any such 1224375v5 20 default, violation, abandonment or suspension is not cured, ended or remedied within thirty (30) days after written demand by the Authority so to do. Notwithstanding the foregoing, if the default reasonably requires more than thirty (30) days to cure, such default shall not constitute an Event of Default, provided that the curing of the default is promptly commenced upon receipt by the Developer of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that Developer keeps the Authority well informed at all times of its progress in curing the default; provided in no event shall such additional cure period extend beyond ninety (90) days; or (d) there is, in violation of this Agreement, any conveyance or other transfer of the Development Property or any part thereof, and such violation is not cured within thirty (30) days after written demand by the Authority to the Developer; or (e) failure by Developer to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of thirty (30) days after written notice of such failure from any party hereto. Notwithstanding the foregoing, if the default reasonably requires more than thirty (30) days to cure, such default shall not constitute an Event of Default, provided that the curing of the default is promptly commenced upon receipt by the Developer of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that Developer keeps the Authority well informed at all times of its progress in curing the default; provided in no event shall such additional cure period extend beyond ninety (90) days; or (f) the Developer shall (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar Federal or State law; or (ii) make an assignment for the benefit of its creditors; or (ii) become insolvent or adjudicated a bankrupt; or if a petition or answer proposing the adjudication of Developer, as a bankrupt or its reorganization under any present or future Federal bankruptcy act or any similar Federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Developer, or of the Development, or part thereof, shall be appointed in any proceeding brought against Developer, and shall not be discharged within ninety (90) days after such appointed, or if Developer shall consent to or acquiesce in such appointment. g g <$ F ."3-3 Authority Events of Default. The failure of the Authority to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of thirty (30) days after written notice of such failure from any party hereto shall be an Event of Default for the Authority. Notwithstanding the foregoing, if the default reasonably requires more than thirty (30) days to cure, such default shall not constitute an Event of Default, provided that the curing of the default is promptly commenced upon receipt by the Authority of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that the Authority keeps the Developer well informed at all times of its progress in curing the default; provided in no event shall such additional cure period extend beyond nine 90 days. Y t3' ( ) 1224375v5 2 1 Ft 1irs11 1x.4 Authority Remedies on Default. Whenever any Event of Default occurs by the Developer, the Authority may take any one or more of the following actions: (a) Suspend performance under this Agreement until it receives assurances from the Developer, deemed adequate by the Authority, that the Developer will cure its default and continue its performance under this Agreement. (b) Withhold the Certificate of Completion for Residential Housing Units and/or the Certificate of Release of Forfeiture. (c) The Authority may cancel and terminate this Agreement. (d) Take whatever action at law or in equity may appear necessary or desirable to the Authority 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. ,-c: a 11 Revestin2 Title in the Authority. If subsequent to conveyance of the Development Property to the Developer, and before issuance of the Certificate of Release of Forfeiture pursuant to Section 5.5, a Developer Event of Default occurs and is not cured within the cure period allowed, then the Authority shall have the right to re -enter and take possession of the Development Property and to terminate and to revest in the Authority the estate conveyed by the Deed to the Developer, it being the intent of this Agreement that the conveyance or transfer of the Development Property to the Developer shall be conditioned on the Developer's performance hereunder, and that upon the occurrence of an Event of Default by the Developer, all the rights and interest in and to the Development Property conveyed to the Developer, and that all rights and interests of the Developer, and any assigns or successors in interest to and in the Development Property shall revert to the Authority. „_ ...; Developer Remedies on Default. Whenever any Event of Default occurs by the Authority, the Developer may take whatever action at law or in equity may appear necessary or desirable to the Developer to enforce performance and observance of any obligation, agreement, or covenant of the Authority under this Agreement, provided however, nothing in this Agreement shall entitle the Developer to make any claim against the Authority for any damages whatsoever. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies unless otherwise expressly stated, 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 thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Developer 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 XIII. 1224375v5 22 . e iv'.,i .8 No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Sectioti 13.9 Reimbursement of Attorneys' Fees. If the Developer shall default under any of the provisions of this Agreement, the Authority shall employ attorneys or incur other reasonable expenses for the collection of payments due hereunder, or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer contained in this Agreement, the Developer will on demand therefor reimburse the Authority for the reasonable fees of such attorneys and such other reasonable expenses so incurred. ARTICLE XIV ADDITIONAL PROVISIONS ..4a t Conflicts of Interest. No member of the Board or other official of the Authority shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Minimum Improvements, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the Authority shall be personally liable to the Authority in the event of any default or breach by Developer or successor or on any obligations under the terms of this Agreement. Sves - i.,o_ a4,2 Real Estate Agents. The Authority and the Developer each represents that it has not retained any broker in connection with the transactions contemplated hereby, except that the Developer has retained Laurie Karnes and Lands for Sale, Incorporated ( "Broker "), and the Developer shall be responsible for any commission payable to Broker in connection with this transaction. The Authority and the Developer each hereby agree to indemnify the other from any real estate or other sales commission or fee payable to any other broker hired or engaged by the indemnifying party in respect of the transactions contemplated by this Agreement. d iii g 4.3 Titles of Articles and Sections. Any titles of the several parts, articles and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. -q •s. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and in the case of Developer, is addressed to or delivered personally to Developer at 3131 Fernbrook Lane, Suite 2388, P.O. Box 47333, Plymouth, Minnesota 55447, in the case of the Authority, is addressed to or • delivered personally to the Economic Development Authority of Brooklyn Center, 6301 Shingle 1224375v5 23 • Creek Parkway, Brooklyn Center, Minnesota 55430 -2199, Attention: Executive Director, with a copy to Briggs and Morgan, 2200 First National Bank Building, St. Paul, Minnesota 55101, Attention: David G. Greening, or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. -1.4.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. e c ion , �. Law Governing. This Agreement will be governed and construed in accordance with the laws of the State of Minnesota. 14.7 Consents and Approvals. In all cases where consents or approvals are required hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or withheld. All consents or approvals shall be in writing in order to be effective. sg :n.< Representatives. Except as otherwise provided herein, all approvals and other actions required of or taken by the Authority shall be effective upon action by the Authority Representative. All actions required of or taken by Developer shall be effective upon action by a duly authorized officer of the respective party. t cfioj � -J.9 Superseding Effect. This Agreement reflects the entire agreement of the parties with respect to the development of the Development, and supersedes in all respects all . prior agreements of the parties, whether written or otherwise, with respect to the development of the Development. 1 -) 0 Relationship of Parties. Nothing in this Agreement is intended, or shall be construed, to create a partnership or joint venture among or between the parties hereto, and the rights and remedies of the parties hereto shall be strictly as set forth in this Agreement. F :a I Mediation. All claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof, shall be referred to non - binding mediation before, and as a condition precedent to, the initiation of any legal action hereof, provided for herein. Each party agrees to participate in up to four hours of mediation. The mediator shall be selected by the parties, or if the parties are unable to agree on a mediator then any.party can request the administrator of the Hennepin County District Court Civil ADR Program and/or similar person, to select a person from its list of qualified neutrals. The mediation shall be attended by employees or agents or each party having authority to settle the dispute. All expenses related to the mediation shall be borne by each party, including without limitation, the costs of any experts or legal counsel. All applicable statutes of limitations and all defense based on the passage of time are tolled while the mediation procedures are pending, and for a period of thirty (30) days thereafter. 1.3. ) 4' Venue All matters, whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by and determined in accordance with the laws of the State of Minnesota, and the Developer agrees that all legal actions initiated by the Developer or Authority with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in the State 1224375v5 24 of Minnesota, Hennepin County, District Court and shall not be removed therefrom to any other • federal or state court. Section 14.13 Provisions Surviving Rescission or Expiration. Sections 12.3 and 13.9 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 14.14 Time of Essence. Time is of the essence for the observance and performance of the parties' respective obligations and duties under this Agreement. IN WITNESS WHEREOF, the Authority, the City and Developer have caused this Agreement to be duly executed in their names and on their behalf, all on or as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER By Executive Director • STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2000, by , the Executive Director, of the Economic Development Authority of Brooklyn Center, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public • 1224375v5 25 I i EAGLE CREST NORTHWEST, INC. By: Its: STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2000, by , the of Eagle Crest Northwest, Inc., a Minnesota corporation, on behalf of said corporation. Notary Public This instrument drafted by: Briggs and Morgan, P.A. (DGG) 2200 First National Bank Building Saint Paul, MN 55101 -1396 • • I224375v5 26 . EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY Lots 1 and 2, Block 1, E and H Properties Addition, according to the recorded plat thereof, Hennepin County, Minnesota. Lot 16 except that part thereof embraced in Farr's First Addition, "Auditor's Subdivision 310, Hennepin County, Minnesota," according to the recorded plat thereof, and situate in Hennepin County, Minnesota. Lot 1, Block 2, Farr's First Addition, according to the plat thereof on file or of record in the office of the Registrar of Titles in and for Hennepin County, Minnesota DESCRIPTION FOR THE TURNBACK OF PART OF TRUNK HIGHWAY NO. 110 k. REN- UW—. ERED 252 TO THE CITY OF BROOKLYN CENTER Part of Parcels 1 and 1D S.P. 2748 (169 =110) 902 That part of Tracts A and B described below: Tract A. That part of Lot 16, Auditor's Subdivision No. 310, described as follows: Commencing at a point on the westerly line of said Lot 16, 20 feet south of the S northwest corner of said lot; thence southerly along the westerly line of said lot to a point 30.12 feet north of the southwest corner of said lot; thence easterly on a line parallel to the southerly line of said lot, a distance of 280 feet; thence northwesterly at an angle of 103 degrees 65 minutes 00 seconds to the left, a distance of approximately 300 feet and a fraction foot to a point 20 feet south of the northerly line of said lot; thence westerly on a line parallel to the northerly line of said lot, a distance of approximately 232 and a fraction feet to the place of beginning, the title thereto being registered as evidence by Certificate of Title No. 293720; Tract B. Lot 16, Auditor's Subdivision No. 310, Hennepin County, Minnesota, except that part described as follows: Beginning at a point on the westerly line of said Lot 16,20 feet south of the northwest corner of said Lot 16; thence southerly along the westerly line of said Lot 16 to a point 30.12 feet north of the southwest corner of said Lot 16; thence easterly on a line parallel to the southerly line of said Lot 16 a distance of 280 feet; thence northwesterly at an angle of 103 degrees 65 minutes 00 seconds to the left a distance of approximately 300 feet and a fraction foot to a point 20 feet south of the northerly line of said Lot 16; thence westerly on a line parallel to the northerly line of said Lot 16 a distance of approximately 232 and a fraction feet to the place of beginning; the title thereto being registered as evidenced by Certificate of Title No. 293720; which lies westerly of Line 1 described below and easterly of Line 2 described below: 1224375v5 A -1 Line 1. Beginning at a point on the east and west quarter line of Section 36, Township 119 North, Range 21 West, distant 90 feet east of the point of intersection of Line 3 described below with said east and west quarter line; thence run northwesterly to a point distant 60 feet easterly (measured at right angles) of a point on said Line 3, distant 225 feet northerly of said intersection; thence run northwesterly to the point of intersection of the north line of Lot 15, Auditor's Subdivision No. 310 with a line run parallel with and distant 40 feet easterly of said Line 3 and there terminating; Line 2. Commencing at Right of Way Boundary Corner B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on an azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 2 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 260.31 feet; thence on a azimuth of 170 38 minutes 51 seconds for 427.63 feet and there terminating; Line 3. Beginning at a point on the south line of said Section 36, distant 44.5 feet east of the southwest corner thereof; thence run northeasterly at an angle of 47 degrees 48 minutes 00 seconds from said south section line (measured from east to north) for 1986.1 feet; thence deflect to the right at an angle of 50 degrees 17 minutes 00 seconds for 1729.7 feet; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2.25 feet; thence deflect to the right at an angle of 90 degrees 00 minutes 00 seconds for 106.75 feet; thence deflect to the left at an angle of 93 degrees 39 minutes 30 seconds for 1800 feet and there terminating. Part of Parcel 2 S.P. 2748 (169 =1 10) 902 That part of Tract A described below: Tract A. Lot 5 Auditor's 1 uditor s Subdivision No. 310, according to the plat thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; which lies westerly of Line 1 described below and easterly of Line 2 described below: Line 1. Beginning at the point of intersection of the south line of said Tract A with a line run parallel with and distant 120 feet easterly of Line 3 described below; thence run northeasterly to a point distance 130 feet easterly (measured at right angles) of a point on said Line 3, distant 168.64 feet southerly of its point of termination; thence run northeasterly to a point distant 170 feet easterly (measured at right angles) of a point on said Line 3, distant 18.84 feet southerly of its point of. termination and there terminating; 'i 1224375v5 A -2 • Line 2. Commencing at Right of Way Boundary Corner B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on a azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 2 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 260.31 feet; thence on an azimuth of 170 degrees 38 minutes 51- seconds for 200 feet and there terminating; Line 3. From a point on the west line of Section 36, Township 119 North, Range 21 West, distant 1239.53 feet south of the west quarter corner thereof, run easterly at an angle of 93 degrees 51 minutes 40 seconds from said west section line (measured from north to east) for 3111.89 feet; thence deflect to the right at an angle of 03 degrees 21 minutes 00 seconds for 232.29 feet to the point of beginning of Line 3 to be described; thence deflect to the left at an angle of 84 degrees 39 minutes 30 seconds for 462 feet; thence deflect to the left at an angle of 18 degrees 00 minutes 00 seconds for 727.1 feet; thence deflect to the right on a 00 degree 59 minute 33 second curve (delta angle 06 degrees 25 minutes 53 seconds) for 648.08 feet and there terminating. Part of Parcel 3 S.P. 2748 (169 =110) 902 That part of Tract A described below: . Tract A. Lots 3, 4 and 5, Block One Olson's Island View Terrace, according to the plat thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; which lies westerly of Line 1 described below and easterly of Line 2 described below: Line 1. From a point on Line 3 described below, distant 215 feet southerly of its point of termination, run easterly at right angles to said line for 130 feet, which is the point of beginning of Line 1 to be described; thence run northeasterly to a point distant 170 feet easterly (measured at right angles) of a point on said Line 3, distant 65 feet southerly of its point of termination; thence run northwesterly to a point distant 130 feet easterly (measured at right angles) of the point of termination of said Line 3 and there terminating; Line 2. Commencing at Right of Way Boundary Corner B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on an azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 2 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 260.31 feet and there terminating; Line 3. From a point on the west line of Section 36, Township 119 North, Range 21 West, • distant 1239.53 feet south of the west quarter corner thereof, run easterly at an 1224375v5 A -3 • angle of 93 degrees 51 minutes 40 seconds from said west section line (measured from north to east) for 3111.89 feet; thence deflect to the right at an angle of 03 degrees 21 minutes 00 seconds for 232.29 feet to the point of beginning of Line 3 g P g g to be described; thence deflect to the left at an angle of 84 degrees 39 minutes 30 seconds for 462 feet; thence deflect to the left at an angle of 18 degrees 00 minutes 00 seconds for 727.1 feet; thence deflect to the right on a 00 degree 59 minute 33 second curve (delta angle 06 degrees 25 minutes 53 seconds) for 648.08 feet; thence on tangent to said curve for 46.16 feet and there terminating. Reservations Clause Subject to the following restrictions and reservations: No access shall be permitted to Trunk Highway No. 110 renumbered 252 from the lands herein described and conveyed in parcels 1, 1D, 2 and 3 on S.P. 2748 (169 =1 10) 902; except that access shall be permitted along Line 1 described below: Line 1. Commencing at Right of Way Boundary Corner B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on an azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 1 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 62.17 feet and there terminating. 1224375v5 A -4 . EXHIBIT B .CERTIFICATE OF COMPLETION WHEREAS, the Economic Development Authority of Brooklyn Center (the "Grantor "), a public body corporate and politic, by a Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County f Hennepin and State of Minnesota tY P , as Document Number , has conveyed to Eagle Crest Northwest, Inc., a Minnesota corporation (the "Grantee ") in the County of Hennepin and State of Minnesota, the following legally described property to wit: [Platted Legal Description (by lot and block) of Residential Housing Unit to be released] (the "Released Property ") and WHEREAS, said Deed incorporated and contained certain covenants and restrictions in a Development Agreement executed by and between the Grantor and the Grantee dated December _, the "Development Agreement"); —� "and � p WHEREAS, the Grantee has to the present date performed said covenants and • conditions insofar as it is able in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that construction of that portion of the Minimum Improvements on the Released Property has been completed and the above covenants and conditions in said Development Agreement of the Grantee with respect to the construction of the Minimum Improvements on the Released Property have been performed by the Grantee and that the County Recorder or the Registrar of Titles in and for the County of Hennepin and State of Minnesota is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfaction of the obligations of the Grantee with respect to the Construction of the Minimum Improvements on the Released Property. Thereafter any remaining obligations under the Development Agreement relating to the Released Property shall be solely contractual obligations of the Grantee, its successors and assigns and shall not run with nor be a lien against the Released Property. • 1224375v5 - Bl IN WITNESS WHEREOF, the Authority has caused this Certificate of Completion to be executed with by its duly authorized officer as of the day of , 200 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER By: Its: Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged beforc me this day i; , 200 by , the Executive Director of the Economic Development Authority of Brooklyn Center, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public • 1224375v5 B -2 • EXHIBIT C CERTIFICATE OF COMPLIANCE WITH INCOME REQUIREMENTS This Certificate is delivered on this day of , 200_, pursuant to Section 7.1 of that certain Development Agreement dated December _, 2000 (the "Development Agreement "), between the Economic Development Authority of Brooklyn Center, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority ") and Eagle Crest Northwest, Inc., a Minnesota corporation (the "Developer "). Any capitalized term used in this Certificate shall have the meaning set forth in the Development Agreement unless otherwise set forth herein or the context otherwise requires. The Developer hereby certifies to the Authority that the improvements constructed on property comply with the income requirements imposed under the Development Agreement as follows: Residential Housing Total Units % of Total Units Units Number of Residential Housing Units % Occupied by Low or Medium Income Households Number of other Residential Housing % Units TOTAL UNITS 100% EAGLE CREST NORTHWEST, INC. By: Its: STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 200_, by , the of Eagle Crest Northwest, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public • 1224375v5 C-1 EXHIBIT D CERTIFICATE OF RELEASE OF FORFEITURE WHEREAS, the Economic Development Authority of Brooklyn Center (the "Grantor "), a public body corporate and politic, by a Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County of Hennepin and State of Minnesota, as Document Number , has conveyed to Eagle Crest Northwest, Inc., a Minnesota corporation (the "Grantee ") in the County of Hennepin and State of Minnesota, the following legally described property to wit: and WHEREAS, said Deed incorporated and contained certain covenants and restrictions, the breach of which by the Grantee, its successors and assigns, would result in a forfeiture and right of re -entry by the Grantor, its successors and assigns, said covenants and restrictions being set forth in said Deed and in a Development Agreement executed by and between the Grantor and the Grantee dated December _, 2000 (the "Development Agreement "); and WHEREAS, the Grantee has to the present date performed said covenants and conditions insofar - as it is able in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all the conditions required to be satisfied by the Grantee under Section 5.5 of the Development Agreement have been satisfied by the Grantee therein and that the provisions for forfeiture of title and right to reentry for breach of condition subsequent by the Grantor, contained therein, are hereby released absolutely and forever insofar as they apply to the land described herein, and the County Recorder or the Registrar of Titles in and for the County of Hennepin and State of Minnesota is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the • satisfactory termination of the covenants and conditions of the contract referred to herein which 1224375v5 D -1 would result in a forfeiture by the Grantee, its successors and assigns, and right of re -entry in the • Grantor, its successors and assigns, as set forth in said Deed, and that said Deed shall otherwise remain in full force and effect. IN WITNESS WHEREOF, the Authority has caused this Certificate of Release of Forfeiture to be executed with by its duly authorized officer as of the day of 200. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER By: Its: Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of • 200_, by , the Executive Director of the Economic Development Authority of Brooklyn Center, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public I • 1224375v5 D-2 EXHIBIT E QUIT CLAIM DEED Corporation Partnership or Limited Liability Company to Corporation, Partnership or Limited Liability Company No delinquent taxes and transfer entered; Certificate of Real Estate Value ( ) filed ( ) not required Certificate of Real Estate Value No. County Auditor By Deputy STATE DEED TAX DUE HEREON: $ Date: , 2001 (Reserved for recording data) FOR VALUABLE CONSIDERATION, the Economic Development Authority of Brooklyn Center, a public body corporate and politic (the "Grantor "), hereby conveys and quitclaims to Eagle Crest Northwest, Inc., a Minnesota corporation (the "Grantee ") the real property in Hennepin County, Minnesota, described as follows (the "Property"): See attached Exhibit A together with all hereditaments and appurtenances belonging thereto (the "Property"). Grantor's delivery of this Deed and conveyance of title, and Grantee's acceptance of this Deed and title to the Property, are expressly subject to: (1) the terms and conditions and the rights of the Grantor and the obligations of the Grantee under that certain Development Agreement by and between Grantor and Grantee dated December 2000 (the "Development Agreement "), including without limitation the reversionary provisions of Section 13.5; (2) reservation of minerals and mineral rights; (3) real estate taxes and special assessments due and payable in 2001 and subsequent years; (4) applicable zoning laws and ordinances and all other local, state, regional and federal laws and regulations; (5) all easements, covenants, conditions and restrictions of record, if any; and (6) all easements and rights -of -way shown in any recorded plat. Promptly after the conditions set forth in Section 5.5 of the Development Agreement have been satisfied, the Grantor will furnish the Grantee with a Certificate of Release of Forfeiture in the form attached to this Deed as Exhibit B. Such certification b the Grantor shall be and it shall Y ( be so rovided in the p certification itself) a conclusive determination of satisfaction of the requirements of Section 5.5 of the Development Agreement, it being the intention of the parties that upon the granting and filing of the Certificate of Release of Forfeiture that the right of reentry contained in this Deed, be forever released and terminated as to the Property. • 1224375v5 E -1 In the event that, prior to the execution and delivery of the Certificate of Release of Forfeiture, the Grantee herein shall default under Section 13.2 of the Development Agreement and fail to cure such default within the period and in the manner stated in Section 13.2, then the Grantor shall have the right to re -enter and take possession of the property and to terminate and revest in the Grantor the estate conveyed by this Deed to the Grantee, its assigns or successors in interest, in accordance with the terms of the Agreement. Grantee covenants and agrees that no discrimination because of race or religion, political or other affiliation will be allowed or permitted to occur in the use, sale or rental of any portion of the Property. It is intended and agreed that the above and foregoing agreement 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 this Deed, be binding, to the fullest extent permitted by law and equity for the benefit and in favor of, and enforceable by, the Grantor, its successors and assigns, and any successor in interest to the Property, or any part thereof against the Grantee, its successors and assigns, and every successor in interest to the Property, or any part thereof or any interest therein, and any parry in possession or occupancy of the Property or any part thereof. The Grantor does not know of any wells located on the described real property. ECONOMIC DEVELOPMENT • AUTHORITY OF BROOKLYN CENTER By: Its: • 1224375v5 E-2 • STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this day of , 200_, by , the of the Economic Development Authority of Brooklyn Center, a public body corporate and politic on behalf of said body. NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK) SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT Tax statements for the real property described in this instrument should be sent to (include dame and address or Grantee): THIS INSTRUMENT WAS DRAFTED BY: Briggs and Morgan, P.A. (DGG) W2200 First National Bank Building 332 Minnesota Street St. Paul, MN 55101 • 1224375v5 E -3 EXHIBIT F ENVIRONMENTAL REPORTS 1. Phase One and Two Assessment prepared by Bruce A. Liesch Associates, Inc. dated March 4, 1991. [Not in possession of the Authority] 2. Phase I Environmental Site Assessment (Premier Mechanical) dated June 27, 1995 prepared by Concept Environmental Services, Inc. ( "Concept "). 3. Letter from Concept to Mr. Tom Bublitz dated July 19, 1995 regarding Phase I Environmental Site Assessment. 4. Uniform Hazardous Waste Manifest dated June 19, 1996 with attached Disposal Distribution Form, invoices, shipping manifest, notification of Regulated Water Activity and USEPA Identification No. notice. 5. Report of American Engineering Testing, Inc. dated April, 1996 (cover letter August 23, 1996) regarding excavation observations. 6. MPCA letter to Mr. Tom Bublitz dated March 13, 1997. 7. Phase I Environmental Site Assessment dated March 19, 1996 prepared by • American Engineering Testing, Inc. (6500 West River Road Property). 8. Letter from STS Consultants Ltd. to Mr. Tom Bublitz dated September 16, 1994 regarding excavation observations. • 1224375v5 F -1 • EXHIBIT G MHFA INFORMATION FORM Borrower Information: Borrower Last Name, First Name, MI Borrower Social Security Number Gender: Male Female Age of Borrower: (Years) Marital Status: Married Not Married Separated Race: Asian/Pacific Islander American Indian/Alaskan Native Black White Other Hispanic Number in Household: Gross Annual Income: Total household income prior to any program- specific adjustments. Number of Adults (including Borrower)_ $ Program funds are being used to address % Number of Children (under age 18) _ of median income (insert 50 %, 80% or 115 %) i • 1224375v5 G-1 • EXHIBIT H PERMITTED ENCUMBRANCES 1. Real estate taxes and special assessments due and payable in 2001 and subsequent years. 2. All easements, covenants, conditions and restrictions of record, if any. 3. All easements and rights -of -way shown in any recorded plat. 4. Reservation of minerals and mineral rights. 5. Applicable zoning laws and ordinances and all other local, state, regional and federal laws and regulations. 6. Those obligations, restrictions and conditions as provided in the Developrn�,nt Agreement. 224375v5 H -1 Commissioner introduced the following resolution and S moved its adoption: EDA RESOLUTION NO. RESOLUTION APPROVING DEVELOPMENT AGREEMENT BETWEEN THE BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY AND EAGLE CREST NORTHWEST INC. FOR THE SALE OF THE EDA OWNED PROPERTY LOCATED AT 66 AVENUE NORTH AND WILLOW LANE AND AUTHORIZING EDA EXECUTIVE DIRECTOR TO EXECUTE THE DEVELOPMENT AGREEMENT WHEREAS, EDA Resolution No. 2000 -18 authorized the sale of EDA owned property located at 66' Avenue North and Willow Lane in Brooklyn Center legally described in Exhibit A attached to this resolution (the Property); and WHEREAS, EDA Resolution No. 2000 -18 authorized the EDA Executive Director to negotiate a purchase agreement for the sale of the property to Eagle Crest Northwest Inc.; and WHEREAS, the Brooklyn Center Economic Development Authority (EDA) opened the public hearing on the terms and conditions of the sale of the property to Eagle Crest Northwest Inc. on November 13, 2000 and continued the public hearing to the December 11, 2000 EDA meeting to allow staff additional time to negotiate a Development Agreement; and • WHEREAS, the Brooklyn Center Economic Development Authori re -o ened and Y p tY P concluded the public hearing on the terms and conditions of the sale of the property to Eagle Crest Northwest Inc. at its December 11, 2000 EDA meeting; and WHEREAS, after conducting a public hearing, the EDA considered the terms and conditions of the proposed sale of the property to Eagle Crest Northwest Inc. as contained in the Development Agreement prepared for the sale of the property; and WHEREAS, the EDA reviewed the P reliminary plans for the single family detached townhomes, which include elevations of the townhouse units and building material specification list which are included with and made apart of this resolution; and WHEREAS, the Brooklyn Center EDA has determined it is in the best interest of the Economic Development Authority to sell the property to Eagle Crest Northwest Inc. pursuant to the terms and conditions of the Development Agreement reviewed at their December 11, 2000 meeting. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota as follows: 1. The preliminary plans which are included and made a part of this resolution, • are approved with the exception of the material specifications for the windows and the Executive Director is hereby authorized to approve the Resolution No. material specifications for the windows as part of the preliminary plans for the single family detached townhouse units. 2. The EDA Executive Director is hereby authorized and directed to execute the Development Agreement between the Economic Development Authority and Eagle Crest Northwest Inc. for the sale of the EDA owned property (the Property). Date President The motion for the adoption of the foregoing resolution was duly seconded by commissioner and upon vote being taken thereon, the following voted in favor thereof. and the following voted against the same: whereupon said resolution was declared duly passed and adopted. • • EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY Lots 1 and 2 Block 1 E and H Properties Addition, according to the , p n, g recorded plat thereof, Hennepin County, Minnesota. Lot 16 except that part thereof embraced in Farr's First Addition, "Auditor's Subdivision 310, Hennepin County, Minnesota," according to the recorded plat thereof, and situate in Hennepin County, Minnesota. Lot 1, Block 2, Farr's First Addition, according to the plat thereof on file or of record in the office of the Registrar of Titles in and for Hennepin County, Minnesota DESCRIPTION FOR THE TURNBACK OF PART OF TRUNK HIGHWAY NO. 110 RE ?d LIMBERED 252 TG - THE CITY OF BROOKLYN CENTER Part of Parcels 1 and 1D S.P. 2748 (169 =110) 902 That part of Tracts A and B described below: Tract A. That part of Lot 16, Auditor's Subdivision No. .310, described as follows: Commencing at a point on the westerly line of said Lot 16, 20 feet south of the northwest corner of said lot; thence southerly along the westerly line of said lot to a point 30.12 feet north of the southwest corner of said lot; thence easterly on a line parallel to the southerly line of said lot, a distance of 280 feet; thence northwesterly at an angle of 103 degrees 65 minutes 00 seconds to the left, a distance of approximately 300 feet and a fraction foot to a point 20 feet south of the northerly line of said lot; thence westerly on a line parallel to the northerly line of said lot, a distance of approximately 232 and a fraction feet to the place of beginning, the title thereto being registered as evidence by Certificate of Title No. 293720; Tract B. Lot 16, Auditor's Subdivision No. 310, Hennepin County, Minnesota, except that part described as follows: Beginning at a point on the westerly line of said Lot 16, 20 feet south of the northwest corner of said Lot 16; thence southerly along the westerly line of said Lot 16 to a point 30.12 feet north of the southwest corner of said Lot 16; thence easterly on a line parallel to the southerly line of said Lot 16 a distance of 280 feet; thence northwesterly at an angle of 103 degrees 65 minutes 00 seconds to the left a distance of approximately 300 feet and a fraction foot to a point 20 feet south of the northerly line of said Lot 16; thence westerly on a line parallel to the northerly line of said Lot 16 a distance of approximately 232 and a fraction feet to the place of beginning; the title thereto being registered as evidenced by Certificate of Title No. 293720; . which lies westerly of Line 1 described below and easterly of Line 2 described below: 1224375v5 A -1 • Line 1. Beginning at a point on the east and west quarter line of Section 36, Township 119 North, Range 21 West, distant 90 feet east of the point of intersection of Line 3 described below with said east and west quarter line; thence run northwesterly to a point distant 60 feet easterly (measured at right angles) of a point on said Line 3, distant 225 feet northerly of said intersection; thence run northwesterly to the point of intersection of the north line of Lot 15, Auditor's Subdivision No. 310 with a line run parallel with and distant 40 feet easterly of said Line 3 and there terminating; Line 2. Commencing at Right of Way Boundary Comer B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on an azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 2 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 260.31 feet; thence on a azimuth of -170 aeudes 3 8 minutes 51 seconds for 427.63 feet and there terminating; Line 3. Beginning at a point on the south line of said Section 36, distant 44.5 feet east of e southwest c f thence run northeasterly t an an of 47 de th st orner thereof; degrees 48 minutes 00 seconds from said south section line (measured from east to north) for 1986.1 feet; thence deflect to the right at an angle of 50 degrees 17 minutes 00 seconds for 1729.7 feet; thence deflect to the left at an angle of 90 degrees 00 . minutes 00 seconds for 2.25 feet; thence deflect to the right at an angle of 90 degrees 00 minutes 00 seconds for 106.75 feet; thence deflect to the left at an angle of 93 degrees 39 minutes 30 seconds for 1800 feet and there terminating. Part of Parcel 2 S.P. 2748 (169 =1 10) 902 That part of Tract A described below: Tract A. Lot 15, Auditor's Subdivision No. 310, according to the plat thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; which lies westerly of Line 1 described below and easterly of Line 2 described below: Line 1. Beginning at the point of intersection of the south line of said Tract A with a line run parallel with and distant 120 feet easterly of Line 3 described below; thence run northeasterly to a point distance 130 feet easterly (measured at right angles) of a point on said Line 3, distant 168.64 feet southerly of its point of termination; thence run northeasterly to a point distant 170 feet easterly (measured at right angles) of a point on said Line 3, distant 18.84 feet southerly of its point of. termination and there terminating; • 1224375v5 A -2 Line 2. Commencing at Right of Way Boundary Corner B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on a azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 2 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 260.31 feet; thence on an azimuth of 170 degrees 38 minutes 51 seconds for 200 feet and there terminating; Line 3. From a point on the west line of Section 36, Township 119 North, Range 21 West, distant 1239.53 feet south of the west quarter comer thereof, run easterly at an angle of 93 degrees 51 minutes 40 seconds from said west section line (measured from north to east) for 3111.89 feet; thence deflect to the right at an angle of 03 degrees 21 minutes 00 seconds for 232.29 feet to the point of beginning of Line 3 to be described; thence deflect to the left at an angle of 84 degrees 39 minutes 30 seconds for 462 feet; thence deflect to the left at an angle of 18 degrees 00 minutes 00 seconds for 7z 1.1 feet; thence deflwt to the right on a 00 degree 59 minute 33 second curve (delta angle 06 degrees 25 minutes 53 seconds) for 648.08 feet and there terminating. Part of Parcel 3 S.P. 2748 (169 =110) 902 That part of Tract A described below: Tract A. Lots 3, 4 and 5, Block One Olson's Island View Terrace, according to the plat thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; which lies westerly of Line 1 described below and easterly of Line 2 described below: Line 1. From a point on Line 3 described below, distant 215 feet southerly of its point of termination, run easterly at right angles to said line for 130 feet, which is the point of beginning of Line 1 to be described; thence run northeasterly to a point distant 170 feet easterly (measured at right angles) of a point on said Line 3, distant 65 feet southerly of its point of termination; thence run northwesterly to a point distant 130 feet easterly (measured at right angles) of the point of termination of said Line 3 and there terminating; Line 2. Commencing at Right of Way Boundary Comer B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on an azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 2 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 260.31 feet and there terminating; Line 3. From a point on the west line of Section 36, Township 119 North, Range 21 West, • distant 1239.53 feet south of the west quarter corner thereof, run easterly at an 1224375v5 A -3 • angle of 93 degrees 51 minutes 40 seconds from said west section line (measured from north to east) for 3111.89 feet; thence deflect to the right at an angle of 03 degrees 21 minutes 00 seconds for 232.29 feet to the point of beginning of Line 3 to be described; thence deflect to the left at an angle of 84 degrees 39 minutes 30 seconds for 462 feet; thence deflect to the left at an angle of 18 degrees 00 minutes 00 seconds for 727.1 feet; thence deflect to the right on a 00 degree 59 minute 33 second curve (delta angle 06 degrees 25 minutes 53 seconds) for 648.08 feet; thence on tangent to said curve for 46.16 feet and there terminating. Reservations Clause Subject to the following restrictions and reservations: No access shall be permitted to Trunk Highway No. 110 renumbered 252 from the lands herein described and conveyed in parcels 1, 1D, 2 and 3 on S.P. 2748 (169 =1 10) 902; except that access shall be permitted along Line 1 described beec'H: - Line 1. Commencing at Right of Way Boundary Corner B47 as shown on Minnesota Department of Transportation Right of Way Plat No. 27 -20 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence run westerly on an azimuth of 265 degrees 03 minutes 11 seconds for 70.91 feet to the point of beginning of Line 1 to be described; thence on an azimuth of 177 degrees 38 minutes 21 seconds for 62.17 feet and there • terminating. i .. 1224375v5 A-4 r i 1' 1 • •: • y • r •'s s R .1 .is '� �: i� l� i • i i t r � 1 ' ' • 4 . l i /�i•t' i3 I V .� �i 1 • a •lj • l • i ; l' • e 'P .�•� i'i'i '�•:; t V �i l iw�t �• • a :� Il;. r' r-' 1d 1 JV� "WINHlffuslM • 1 ll �II �J .7 L 1 ttl ■ NOW IA Ilk 11 ' �= 4 �uu�fl MATERIALS SPECIFICATIONS • THE HOMES OF RWERWOOD Exterior Features: Energy Efficiency Features • Heartland brand Vinyl Siding • Blown Fiberglass ceiling insulation .044 Thickness • R -44 (R.38 batt locations) • Aluminum Sofit Panel w /Continuous Venting . R -19 walls • Aluminum Fascia • Certainteed New Horizon Shangle • 25/32 bildrite exterior sheathing w/building wrap • Concrete Walk and Step * Asphalt Driveway Interior Features • Sodded yard and 2 Blvd. Trees • Oak woodwork, oak rails, flush oak doors • 10 -4gal Shrubs • Bedroom ceiling lights f Insulated Steel Entry Door w /sidelights • Two coats interior latex paint • Deadbolt security locks • texture sprayed ceilings • Steel raised panel garage door • Oak cabinos; and vanities • 2 -car garage per plan • Stainless steel double kitchen sink w /sprayer • Minimum 6/12 roof pitches • Formica kitchen countertops • Multi -cycle , dishwasher Electric • Disposal ; • 100 Amp circuit breaker box • Hood fan • Pre -wired for garage door opener • Plate glass mirrors • Exterior GFI outlets • Quality carpet and no -wax vinyl flooring • Smoke dectectors per code . Closet shelving • 2 phone jacks • Fiberglass tub /shower unit • 2 TV /Cable ourtlets Basic Structure Heating and Ventilation • Customized blueprints • 90+ Furnace • 2 x 6 exterior walls • Bath fans vented to outside • O.S.B roof sheathing • Clothes dryer vent to outside - • Ventilated Soffits & Roof • Choice of electric or gas range and • Statutory 10 year warranty • dryer service • Warranty call back service • Central air • Air to air exchanger Plumbing • One outside water faucet • Single lever faucets in kitchen & baths • Fiberglass Laundry tub • Plumbing rough -in for washer • • 49 gallon hot water heater • Anti -scald shower /tub fauset EDA Agenda Item No. 4b i Member introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION APPROVING THE FINAL BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY BUDGET FOR THE YEAR 2001 PURSUANT TO MSA CHAPTER 469.107. SUBDIVISION 1 WHEREAS, the Brooklyn Center Economic Development Authority has considered the final budget and finds that this budget is necessary for the operation of the Brooklyn Center Economic Development Authority during the year 2001. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority for the City of Brooklyn Center as follows: _ 1. that the final budget of the Economic Development Authority for said. City is hereby approved and shall be: Economic Development Authority #1 Fund ESTIMATED REVENUES: Intergovernmental Revenue CDBG $240,212 I.D.R.B. Fees $9,000 • Investment Earnings $5.000 Total Revenue by Source $254,212 APPROPRIATIONS: Redevelopment $419,103 CDBG programs $240.212 Total Appropriations $659,315 Economic Development Authority #2 Fund ESTIMATED REVENUES General Property Taxes $210,229 Investment Earnings $25,000 Transfer from H.R.A. Fund $169.874 Total Revenue by Source $405,103 2. that a copy of this resolution be submitted to the City Council of the City of Brooklyn Center. RESOLUTION NO. • Date President 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. • EDA Agenda Item No. 4c • its adoption: Member introduced the following resolution and moved EDA RESOLUTION NO. RESOLUTION REQUESTING THE CITY OF BROOKLYN CENTER TO LEVY TAXES FOR THE BENEFIT OF THE BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY FOR THE YEAR 2001 WHEREAS, Minnesota statutes currently require certification to the Hennepin County Auditor of a final tax levy on or before December 28, 2000. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of Brooklyn Center as follows: Section 1: That the Economic Development Authority requests the City of Brooklyn Center to levy a property tax for the benefit of the Economic Development Authority, for the year 2001 at a rate not to exceed 0.01813% of 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 maintaining the E.D.A. Special Operating Fund pursuant to MSA Chapter 469.107, Subdivision 1. Section 2: The City of Brooklyn Center will include the Economic Development Authority's tax levy for the year 2001 in the City of Brooklyn Center's certification to the Hennepin County Auditor of a final tax levy to on or before December 28, 2000. Date President 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. i EDA Agenda Item No. 4d • There are no materials for this item.