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1998 06-08 EDAP Regular Session
EDA MEETING City of Brooklyn Center June 8, 1998 AGENDA 1. Call to Order 2. Roll Call 3. Approval of 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. May 26, 1998 - Regular Session 4. Commission Consideration Items • a. Resolution Approving a Contract for Private Redevelopment Between the Economic Development Authority in and for the City of Brooklyn Center and Boulevard Shoppes, LLC -Requested Commission Action: - Motion to adopt resolution. 5. Adjournment • • EDA Agenda Item No. 3a • MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN' THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION MAY 26, 1998 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, Commission members Kathleen Carmody, Debra Hilstrom, Kay Lasman, and Robert Peppe. Also present: Executive Director Michael J. McCauley, Assistant City Manager /HR Director Jane Chambers, Director of Public Works Diane Spector, Planning and Zoning Specialist Ron Warren, Director of Community Development Brad Hoffman. Community O Development Specialist Tom Bublitz, City Attorney Charlie LeFevere, and City Clerk Sharon Knutson. 3. APPROVAL OF AGENDA AND CONSENT AGENDA A motion by Commission member Carmody and seconded by Commission member Hilstrom to approve the agenda and consent agenda as printed passed unanimously. 3a. APPROVAL OF MINUTES A motion by Commission member Carmody and seconded by Commission member Hilstrom to approve minutes of the May 11, 1998, Regular Session as printed passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION AUTHORIZING THE SALE OF THE LAND AT 6717 -6737 HUMBOLDT AVENUE NORTH TO THE CITY OF BROOKLYN CENTER FOR USE AS THE SITE OF THE POLICE STATION Executive Director McCauley said this resolution would authorize the EDA to sell to the City the property to be used for construction of the new police station. The EDA had used CDBG funds for a portion of the purchase price of the property, and the EDA will have to repay those CDBG funds • to Hennepin County to the extent that they reflect the fair market value of the land. 5/26/98 -1- DRAFT RESOLUTION NO. 98 -08 Member Lasman introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING THE SALE OF THE LAND AT 6717 -6737 HUMBOLDT AVENUE NORTH TO THE CITY OF BROOKLYN CENTER FOR USE AS THE SITE OF THE POLICE STATION The motion for the adoption of the foregoing resolution was duly seconded by member Carmody and passed unanimously. 4b. RESOLUTION AUTHORIZING EXECUTIVE DIRECTOR TO ENGAGE THE SERVICES OF LEGAL COUNSEL FOR DEVELOPMENT PROJECTS Executive Director McCauley explained there have been a number of redevelopment projects which require legal services. With the number of redevelopment projects, there are time deadlines which need to be met with regard to agreements, legal opinions, and capacity issues. The resolution authorizes the Executive Director to engage the services of legal counsel for development projects to meet these deadlines. Mr. McCauley stated he would bring back to the EDA a report regarding the process for engaging legal services for development and redevelopment issues to be reviewed by the EDA in September. RESOLUTION NO. 98 -09 • Member Carmody introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING EXECUTIVE DIRECTOR TO ENGAGE THE SERVICES OF LEGAL COUNSEL FOR DEVELOPMENT PROJECTS The motion for the adoption of the foregoing resolution was duly seconded by member Lasman and passed unanimously. 5. ADJOURNMENT A motion by Commission Member Hilstrom and seconded by Commission Member Carmody to adjourn the meeting at 10:25 p.m. passed unanimously. President Recorded and transcribed by: Sharon Knutson 5/26/98 -2- DRAFT • EDA Agenda Item No. 4a City of Brooklyn Center A great place to start. A great place to stay. To: Mayor Kragness and Council Members Carmody, Hilstrom, Lasman and Peppe From: Michael J. McCaule City Manager Date: June 4, 1998 Re: 69th Redevelopment V To supplement Mr. Hoffman's memo, I have attached the previous EDA approvals of a redevelopment negotiation with Mr. Nelson. The following chronology appears: September 25, 1995, the EDA first approved proceeding with negotiations for a redevelopment proposal for the northeast corner of .69th and Brooklyn Boulevard. November 12, 1996, the EDA approved an extension of the agreement. The general purpose of the September 25th, 1995 and November 12, 1996 agreement and extension was to explore the use of tan increment financing for redevelopment to allow Mr. Nelson to develop a specific plan. The extension was to expire on May 31, 1997 and the original agreement expired the end of June, 1996. The current proposal defines the level of project and financial participation. Either party may terminate the agreement on December 31, 1998 if a satisfactory development complying with the terms of the agreement does not go forward. The developer is required to provide evidence of financing, acceptable construction plans, and financial security before the City would commence acquisition activities on the developer's behalf for properties the developer was unable to acquire himself. This agreement defines the terms and requirements for the redevelopment. It does not require the developer to actually develop. If the developer does not obtain financing or otherwise meet the conditions set forth in the agreement, the developer is not obligated to build. The financial commitment would be for up to $1.5 Million. $600,000 would potentially written off by the EDA and $900,000 would be recovered through tax increment financing. All or part of the $600,000 might be recouped through tax increment financing. A portion may also be recouped as part of the widening of Brooklyn Boulevard. $600,000 would be the maximum contribution. this amount could be lower depending on the actual costs of acquisition less the $1,164,000 value of the property (this is the amount to which the property is written down less tax increment and EDA write- down). The Developer is responsible for the first $1.1 Million in land costs prior to the use of tax increment or EDA write down of acquisition costs. Attached are two spreadsheets for illustrative purposes of scenarios. 6301 Shingle Creek Pkwy, Brooklyn Center, MN 55430 -2199 • City Hall & TDD Number (612) 569 -3300 Recreation and Community Center Phone & TDD Number (612) 569 -3400 • FAX (612) 569 -3494 An Affirmative Action /Equal Opportunities Employer COST APPROXIMATION FOR ANALYSIS OF DEVELOPMENT - -.\ Cost of acquisition, demolition etc. for Redevelopment $3,150,000 Value of land per square foot Land in square feet 291,236 Market Value $1,164,944 TIF will service Pay as You Go 10 Yr. (11) $957,194 Cost of acquisition for Brooklyn Blvd. Right of Way already acquired $300,000 remaining to be acquired $820,500 $1,120,500 (working on renegotiating) Potential County reimbursement ($212,000) $908,500 sale proceeds at $4 /sq. ft. ($285,000) Net Cost to City $623,500 Development: Cost of Acquisition $3,150,000 Value of land cleared $1,164,944 Redevelopment shortfall $1,985,056 TIF generated ($957,194) County reimbursement unknown City Maximum ($600,000) (Comparison with City Acquire without development for Brooklyn Blvd. Brooklyn Blvd. Cost $623,500 Shortfall w/TIF redevelopment ($600,000) Higher cost w/o redevelopment $23,500 (COST APPROXIMATION FOR ANALYSIS OF DEVELOPMENT,_ -- Cost of acquisition, demolition etc. for Redevelopment $2,500,000 Walue of land q er square foot P Land in square feet 291,236 Market Value $1,164,944 TIF will service Pay as You Go 10 Yr. (11) $957,194 'Cost of acquisition for Brooklyn Blvd. Right of Way already acquired $300,000 remaining to be acquired $820,500 $1,120,500 (working on renegotiating) Potential County reimbursement ($212,000) $908,500 sale proceeds at $4 /sq. ft. ($285,000) Net Cost to City $623,500 (Development: Cost of Acquisition $2,500,000 Value of land cleared $1,164,944 Redevelopment shortfall $1,335,056 TIF generated ($957,194) County reimbursement unknown City Write Down ($377,862) (Comparison with City Acquire without development for Brooklyn Blvd. Brooklyn Blvd. Cost $623,500 Shortfall w/TIF redevelopment ($377,862) Higher cost w/o redevelopment $245,638 • MEMORANDUM TO: Michael J. McCauley, City Manager FROM: Brad Hoffman, Community Development Director DATE: June 2, 1998 SUBJECT: 69th Avenue Redevelopment The redevelopment agreement with Boulevard Shoppes LLC will be before the EDA at its June 8th meeting. The partnership consists of the following people: David Nelson of Brooklyn Park, Gary Wenger of Phoenix and James Whitman of Orono. The agreement calls for the development of the northeast corner of 69th Avenue and Brooklyn Boulevard. The development would replace all of the existing uses with a 50,000 square foot (minimum) neighborhood retail development. The exact area to be redeveloped (see attached map) includes twenty -two (22) parcels. There are eight (8) single family homes on both the east and west side of June, an American Legion Club, a small retail center, and the three (3) parcels acquired by the EDA along Brooklyn Boulevard that used to be Brooklyn Printing. The EDA currently owns one (1) of the single family homes. Under the terms of the agreement, the EDA would agree to write down the cost of land to $4.00 per foot up to a maximum $1,500,000. Expenses to be covered in the write down include relocation, site clearing, eminent domain costs and other related acquisition costs. The EDA would pay $600,000 of the $1.5 million cost up front with the remainder being re -paid to the developer on a pay as you go basis until a final payment is made in February, 2011. Any remaining debt, should there be one, would no longer be an obligation of the EDA. At this time, the EDA has acquired four (4) parcels at an approximate cost of $377,000. If this agreement is approved the EDA would have an obligation of about $223,000 in up front costs. The repayment of the developers' $900,000 obligation would be in the form of a note in favor of the developer. Payments on the note are contingent upon the taxes being paid and that the note is in a second position to the current bond obligation of the TIF district. The EDA is also agreeing to assist in the acquisition of any properties necessary to complete this project if the developer is unable to acquire the land. However, prior to the EDA conveying land, using eminent domain powers, or providing any financial assistance, the developer needs to provide to the EDA proof of financing; deposit with the EDA monies sufficient enough to cover the estimated cost of acquisition; and have an approved site and building plan. The final design or plans must go through the normal process of approval. This project is to be completed by December, 1999. The minimum market value for this development is $3,200,000 upon completion. The base value of • the proposed redevelopment site is $1,625,500. The captured value will be approximately $1,574,500. We estimate that the actual value will be approximately $3,750,000 with a 50,000 square foot development and $4,500,000 if the project reaches 60,000 square feet. Memorandum Michael J. McCauley Page 2 Because of the land area (over 5 acres) required for this project, the Watershed District will require storm water retention. The site�pla.n does not call for retention of this site. It is proposed that a storm water retention pond be built on vacant property north of 70th Avenue in conjunction with the eventual development of that area. Currently the EDA owns the property located at 7000 Brooklyn Boulevard. St. Alphonsus has expressed some interest in developing a portion of their vacant land. In conjunction with the development of their property and the EDA's property we would propose building a regional pond to accommodate the needs of the whole area. If the church property is not developed within a time frame agreeable to the Watershed District, a pond would have to be built on our property and may require the acquisition of another parcel to accommodate size required. Under the terms of the agreement, the developer agrees to be specially assessed for the costs of the pond based upon the square footage of the development as a percentage of the total area served by the pond. In other words, if the proposed development accounted for 45% of the total area serviced by the retention pond, Boulevard Shoppes would be responsible for 45% of the cost. There currently exists tentative plans to widen Brooklyn Boulevard in the year 2000. If that joint project with Hennepin County goes forward, the City would have an obligation to pay for 50% of the cost of right -of -way acquisition including relocation. The widening would require an easement ® of 30 feet on the east side of Brooklyn Boulevard. The distance from 69th to 70th, the block of the proposed development, is approximately 600 feet long. The easement would be about 18,000 square feet. To acquire the easement, independent of any development, would also require the relocation of five (5) current business and eight (8) parcels of which the EDA currently owns three (3) at a cost of $300,000. The entire site to be acquired would be approximately 89,300. The easement would represent 20% of the property to be acquired. Hennepin County will be participating in 50% of the cost of the easement property; (50% of the relocation and 50% of the demolition). It is estimated that the acquisition of the remaining parcels for right -of -way will be approximately $570,500. The relocation will be approximately $150,000 and demolition approximately $100,000. The total County contribution would be about $212,000. The City would have $908,500 tied up in the acquisition of right -of -way with a remaining parcel worth approximately $285,200. The land remaining from the right -of -way acquisition would be too narrow to develop by itself. The additional cost of acquiring the minimum needed to develop this site would be approximately $812,000 of which the EDA has already purchased one (1) property at $76,900. If the EDA approves the proposed development and the widening of Brooklyn Boulevard takes place, the overall land write down would be reduced by the estimated $212,000 received by Hennepin County. The development, as called out in the agreement, requires a minimum of 50,000 square feet. Concept plans from the developer indicate a development closer to 60,000 square feet. The developer anticipates that this project, as a neighborhood retail center, will be anchored by a service station. Super America would be the most likely candidate although no agreement has been entered into at this time. The developer has indicated that an established business such as Super America will be key to securing financing for this project. Memorandum • Michael J. McCauley Page 3 The developer will be present at the meeting on the 8th of June to answer the Commissioners questions. He will also have a current elevation of the project for public viewing. At this time, there has been no public comment received on the proposed development. A notice has been sent to affected property owners and the surrounding area informing them of this EDA agenda item and possible approval of a development agreement. Also, at the time this is being written it is my understanding that a sign will be erected on the site notifying the public of a potential development. It is my opinion that this particular corner represents one of the most blighted if not the most blighted properties in the entire city. The site with 50,000 (approximate and projected to reach about 60,000) cars going by per day gives residents and non residents a negative view of Brooklyn Center. This project should be a catalyst to the redevelopment of the west side of Brooklyn Boulevard in conjunction with the widening of the street. I would recommend approval of this agreement especially in consideration of the cost to be incurred by the City without the agreement when Brooklyn Boulevard is widened. • F:\DEPTS\EDA\HOFFMAN\MEMOS \1998 \69THMMC.602 The motion or the adoption of the foregoing resolution was duly seconded by member • Kathleen Carmody, and passed unanimously. 69TH AND BROOKLYN BOULEVARD RFP REPORT The Director of Community Development presented information pertaining to development of Parcels A, B, and C utilizing information from the Planning and Zoning Specialist. He informed the Commission that CommonBond Communities has expressed interest in developing Parcel B for senior housing (up to 100 unites in two stages). Dave Nelson has indicated an interest in developing the northeast corner of 69th and Brooklyn Boulevard known as Parcel C. A motion by Commissioner Carmody and seconded by Commissioner Mann for the Director of Community Development to proceed with negotiations accordingly for Parcels B and C passed unanimously. ADJOURNMENT A motion by Commissioner Carmody and seconded by Commissioner Mann to adjourn the meeting at 8:22 p.m. passed unanimously. • Q Presidents Recorded and transcribed by: Connie Beckman TimeSaver Off Sire Secretarial 09/25/95 -2- RESOLUTION NO. 95 -34 Member Kristen Mann introduced the following resolution and moved its approval: RESOLUTION APPROVING PRELIMINARY DEVELOPMENT AGREEMENT BY AND t BETWEEN THE BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY AND DAVE NELSON The motion for the adoption of the foregoing resolution was duly seconded by member Debra Hilstrom and passed unanimously. Commissioner Mann left the meeting at 8:18 p.m. COMMISSION CONSIDERATION ITEMS HERITAGE CENTER REPORT The Interim City Manager introduced the Director of Community Development who recapped information regarding the Heritage Center previously presented to the Commission. Commissioner Mann returned to the meeting at 8:19 p.m. The Director of Community Development explained reorganization of the Heritage Center could realize a potential gain of $119,268. • S! President Kragness questioned the tourism bureau and asked about advertisements currently being done on behalf of the Heritage Center. Commissioner Mann cited the Inn on the Farm had been recognized as one of the best inns, and inquired about comparisons done with other inns, rates, etc. The Director of Community Development indicated inns used in comparison were those with less than twenty rooms. Several inns included in the study were over $200 /night. Commissioner Mann asked about room rental prices at the Inn on the Farm. Rates are $80 -$135 per night. Commissioner Mann asked about the tourism bureau's job responsibility. The Director of Community Development explained that he has requested more emphasis be put on the convention side versus tourism side of the Heritage Center. Commissioner Mann felt this direction emphasis is in the right area, but even further specific direction needs to be established. Commissioner Mann moved to table approval of any action until after the new City Manager had reviewed the matter. 12/11/95 - 2 - Commissioner Kristen Mann introduced the following resolution and moved its adoption: r EDA RESOLUTION NO. 95 -34 RESOLUTION APPROVING PRELIMINARY DEVELOPMENT AG BY AND BETWEEN THE BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY AND DAVE NELSON BE IT RESOLVED by the Board of Commissioners of the Brooklyn Center Economic Development Authority (Authority) as follows: Section 1. Recitals. 1.01. Dave Nelson (the "Developer ") has proposed to develop certain property (the "Property ") within Housing Development and Redevelopment Project No. 1 ( "Project ") and Tax Increment Financing District No. 3 ( "TIF District ") in the City of Brooklyn Center, as described in the Preliminary Development Agreement by and between the Authority and an entity to be designated by the Developer (The "Agreement "), which is hereby incorporated herein. 1.02. The Developer and the Authority wish to consider the Developer's proposal and negotiate the terms and conditions for the Authority to assist the Developer to • develop the Property. 1.03. During the period of time during which the Developer and the Authority wish to negotiate the terms and conditions of the Authority's participation in the development of the Property, the Authority and the Developer seek to protect their respective interests and give their attention to one another in order to resolve any issued and matters that may arise during the course of said negotiations. 1.04. A copy of the Agreement has been provided to the Board of Commissioners of the Brooklyn Center Economic Development Authority. Section 2. Adoption of Agreement. 2.01. The agreement is hereby approved and the President and the Executive Director of the Authority are authorized to execute the Agreement on behalf of the Authority. 2.02. The Executive Director is authorized to make any non - material modifications to the final Agreement prior to execution by the President and the Executive Director, including, without limitation, inserting the name of the entity designated by the Developer as party to the Agreement. • 2.03. This resolution is effective as of the date hereof. I RESOLUTION NO. 95 -34 Approved by the Board of Commissioners of the Brooklyn Center Economic Development Authority this 11th day of Decem 1995. December 11, 1995 Date Preside�t The motion for the adoption of the foregoing resolution was duly seconded by commissioner Debra Hilstrom and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Kristen Mann, Debra Hilstrom, and Kathleen Carmody; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER N THE CO1 N TY OF HENNEPN AND THE STATE OF MINNESOTA REGULAR SESSION NOVEMBER 12, 1996 CITY HALL CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in regular session and was called to order by President Myrna Kragness at 9:09 p.m. ROLL CALL President tilyrna Kragness, Commission members Kathleen Carmody, Debra Hilstrom, Kristen Mann, and Charles F. Nichols, Sr. Also present: Executive Director Michael J. McCauley, Public Services Director Diane Spector, City Attorney Charlie LeFevere, and Council Secretary LeAnn Larson. • APPROVAL OF AGENDA AND CONSENT AGENDA A motion by Commission member Mann and seconded by Commission member Carmody to approve the agenda and consent agenda as printed passed unanimously. APPROVAL OF MINUTES A motion by Commission member Mann and seconded by Commission member Carmody to approve the minutes of the October 28, 1996 -- Regular Session as printed passed unanimously. COMMISSION CONSIDERATION ITEMS RESOLUTION APPROVING A- MENDVIE]iT TO PRELIMINARY DEVELOPMENT AGREEtiIENT PROVID AN EXTENSION OF T HAT AG REEMENT BY AND BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY N AND FOR THE CITY OF BROOKLYN CENTER AND DAVID NELSON Mr. David Nelson spoke on the progress of his proposal for the northeast corner of the intersection of Brooklyn Boulevard and 69th Avenue. He presented preliminary sketches and plans to develop a neighborhood center. Because of a number of unanswered questions 11/12/96 _1_ affecting the redevelopment, including the scope and size of the Brooklyn Boulevard project, financing of the project, properties to be acquired and timing of the street expansion, limited progress has been made in completing a development agreement with Mr. Nelson. Thus, an extension of the preliminary agreement to May 31, 1997, should be adequate time to complete a development agreement with Mr. Nelson for the EDA board to consider. RESOLUTION NO. 96 -27 Member Carmody introduced the following resolution and moved its adoption: RESOLUTION APPROVING AMENDMENT TO PRELIMINARY DEVELOPi�1ENT AGREEMENT PROVIDING AN EXTENSION OF THAT AGREEMENT BY AND BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER AND DAVID NELSON The motion for the adoption of the foregoing resolution was duly seconded by member Mann and passed unanimously. RESOLUTION ACCEPTING PROPOSAL AND AUTHORIZING CONTRACT FOR APPRAISAL SERVICES FOR 53RD AVENUE DEVELOPMENT AND LINKAGE PROJECT Executive Director McCauley noted the recommendations by Community Development Specialist Tom Bublitz and City Assessor Stephen Baker to contract for the services of Mr. J. Scott Renne for appraisal services for the 53rd Avenue Development and Linkage Project. RESOLUTION NO. 96 -28 Member Carmody introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING PROPOSAL AND AUTHORIZING CONTRACT FOR APPRAISAL SERVICES FOR 53RD AVENUE DEVELOPMENT AND LINKAGE PROJECT The motion for the adoption of the foregoing resolution was duly seconded by member Nichols and passed unanimously. RESOLUTION AUTHORIZING ACOUISITION AND ESTABLISHING PUBLIC HEARING. DATE FOR THE CONVEYANCE OF MN/DOT TURNBACK PROPERTY TO THE, ADJACENT PROPERTY OWNER Executive Director McCauley indicated that Tony and Suk Grabowski, 6337 Dupont Avenue North, wish to acquire an unused parcel adjoining theirs from Mn/Dot for purposed of erecting 11/12/96 -2- Commissioner Kathleen Carmody introduced the following resolution and moved its adoption: EDA RESOLUTION NO. 96 -27 RESOLUTION APPROVING AMENDMENT TO PRELIMINARY DEVELOPMENT AGREEMENT PROVIDING AN EXTENSION OF THAT AGREEMENT BY AND BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER AND DAVID NELSON WHEREAS, the Economic Development Authority in and for the City of Brooklyn Center (the "Authority ") entered into a Preliminary Development Agreement (the "Agreement ") with David Nelson dated December 11, 1995, regarding development of certain property in the city, for a term of 180 days after its date; and WHEREAS the Authority has now determined to extend the term of that Agreement until May 31, 1997, and has prepared a First Amendment to Preliminary Development Agreement (the "Amendment ") reflecting that modification. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center that the First Amendment to the Preliminary Development Agreement is hereby approved and the President and Executive Director are authorized to execute the Amendment on behalf of the Authority. November 12, 1996������ Date President The motion for the adoption of the foregoing resolution was duly seconded by commissioner Kristen Mann and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Kathleen Carmody, Debra Hilstrom, Kristen Mann, and Charles Nichols: and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. • MEMORANDUM To: Michael J. McCauley, City Manager From: Brad Hoffman, Community Development Director ' Date: November 6, 1996 ' Subject: Resolution Approving Amendment to Preliminary Development Agreement Providing an Extension of that Agreement By and Between the Economic Development Authority in and for the City of Brooklyn Center and David Nelson Last December, the EDA entered into a preliminary development agreement with David Nelson for the redevelopment of the northeast comer of 69th and Brooklyn Boulevard. Monday evening, Mr. Nelson will be requesting an extension of that agreement to May 31, 1997. The intent of the preliminary agreement was to negotiate a definitive development contract for the proposed area. As you are aware, this area is located within the proposed Brooklyn Boulevard project area. Because there are a number of unanswered questions that affect the • redevelopment, including the scope or size of the Brooklyn Boulevard project, financing of the project, properties to be acquired and timing of the street expansion, limited progress has been made in completing a development agreement with Mr. Nelson. Mr. Nelson has acquired options on several of the parcels. He has also retained an architect and has produced conceptual renderings. He is proposing a neighborhood - oriented retail area of approximately 65,000 square feet. He has also established a limited partnership to undertake this project. Mr. Nelson will be present Monday evening to review his progress and concept for the corner. An extension of the preliminary agreement to May 31, 1997, should be adequate time to complete a development agreement with Mr. Nelson for the EDA board to consider. Any development agreement between the EDA and Mr. Nelson or his partnership, which provides financial assistance, would be based upon the TIF revenue generated from this project only. In other words, assistance to offset the cost of clearing land for this site would only come from the additional tax capacity created by this project. Attached is a copy of the existing preliminary agreement. Also included is a copy of the amendment to the preliminary agreement which extends it to May 31, 1997. • PRELIM2gARY DEVELOPMENT AGREEMENT THIS AGREEMENT, dated this � L 7 day of ����""�� �' 190'by and between the Economic Development Authority in and for the City of Brooklyn Center (the "Authority "), a public body corporate and politic, and David Nelson an Individual ( "Developer "): WITti S ETH: WHEREAS, the Authority desires to promote development of certain property within Housing Development and Redevelopment Project No. 1 ( "Project ") and Tax Increment Financing District No. 3 ( "TIF District ") in the City of Brooklyn Center, which property is described in Exhibit A attached hereto ( "Property "); and WHEREAS, the Developer has submitted a preliminary proposal for development of the Property ( "Development "); and WHEREAS, the Developer has requested the Authority to explore the use of tax increment financing (TIF) to offset a portion of the Development cost, including costs of land acquisition, site improvements, and utilities; and WHEREAS, AS, the Authority has detern that it is in Authority's best interest LIM Developer be designated sole developer of the Property during the term of this Agreement; and WHEREAS, the Authority and Developer are willing and desirous to undertake the Development if (i) a satisfactory agreement can be reached regarding the Authority's commitment for public costs necessary for the Development; (ii) satisfactory mortgage and equity financing, or adequate cash resources, for the Development can be secured by Developer; (iii) the economic feasibility and soundness of the Development and other necessary preconditions have been determined to the satisfaction of the parties: and (iv) the Property can be acquired by the Developer, or by the Authority for conveyance to the Developer in accordance with terms to be established by agreement of the parties. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations set forth herein, the parties agree as follows: 1. Negotiations between the parties shall proceed in an attempt to formulate a definitive development contract ( "Contract ") based on the following: (a) Developer's current proposal which shows the scope of the proposed Development in its latest form as of the date of this Agreement, together with any changes or modifications required by the Authority: (b) a mutually satisfactory Contract to be ne?otiated and agreed upon in accordance with negotiations conte�� olai:ed by thhis Ageerrent: (c) such documentation regarding economic feasibility of the Project as the Authority may wish to undertake during the term of this Agreement: and (d) other terms and conditions of this Agreement. 2. It is the intention of the parties that this Agreement (a) documents the present understanding and commitments of the parties and (b) will lead to negotiation and execution of a mutually satisfactory Contract for the Development prior to the termination date of this Agreement. The Contract (together with any other agreements entered into between the parties hereto contemporaneously therewith) when executed, will supersede all obligations of the parties hereunder. 3. During the term of this Agreement. Developer agrees to: (a) Submit to the Authority a design proposal to be approved by the Authority showing the location, size, and nature of the proposed Development! including floor layouts, renderings, elevations, and other graphic or wTitten explanations of the Development. The design proposal shall be accompanied by a proposed schedule for the starting and completion of all phases of Development. (b) Submit an over -all cost estimate for the design and construction of the Development. (c) Submit a time schedule for all phases of the Development. (d) undertake and obtain such other preliminary economic feasibility studies, income and expense projections and such other economic information as the Developer may desire to further confirn the economic feasibility and soundness of the Development. (e) Submit to the Authority the Developer's financing plan showing that the proposed Development is financially feasible. (f) Furnish financial data satisfactory to the Authority evidencing Developer's ability to undertake the Development. (g) Submit evidence of any person or entity who will undertake the Development in association with or as successors to the Developer. d. During the term of this Agreement, the Authority agrees to: (a) Proceed to seek all necessary information with regard to the anticipated public costs associated with the Development. (b) Estimate the Authoritv*s level and method of financial participation in the ® Development and develop a financial plan for the Authoritv's participation. __;Cl;_ 5. It is expressly understood that execution and implementation of a Contract shall be subject to: i (a) A determination by the Authority that its undertakings are feasible based on (i) the projected tax increment revenues and any other revenues designated by the Authority; (ii) the purposes and objectives of the Authority's Redevelopment Plan for the Project and Tax Increment Financing Plan for the TIF District: and (iii) the best interest of the Authority. (b) A determination by Developer that the Development is feasible and in the best interests of the Developer. 6. This Agreement is effective for a term ending 180 days from its date, unless extended by mutual agreement of the parties. 7. This Agreement may be terminated upon 10 days' written notice by the Authority to Developer if: (a) an essential precondition to the execution of a contract cannot be met; or (b) an impasse has been reached in the negotiation of any material term or . condition of this Agreement: or (c) the Authority determines that its costs in performing under this Agreement will exceed S10,000. ` S. Developer is designated as sole developer of the Property during the term of this Agreement. 9. In the event that the Developer, its heirs, successors or assigns, fail to comply with any of the provisions of this Agreement, the Authority may proceed to enforce this Agreement by appropriate legal or equitable proceedings, or other similar proceedings, and the Developer, its heirs, successors or assigns, agree to. pay all costs of such enforcement, including reasonable attorneys' fees. 10. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of the Agreement. 11. In the event any covenant contained in this Agreement should be breached by one rty party and subsequently .waived by another pa, 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. • 12. Notice or demand or other corli;zunicanon betty A rt' e.,n or am, g the parties shall be sufficiently given if sent by mail, postage prepaid, return receipt requested or delivered Personally: i . (a) As to the Authority: 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attn: Executive Director (b) As to the Developer: David Nelson SoZ3 O�t.Il five iv Brooklyn Park, M 55443 13. This Agreement may be executed simultaneously in any number of counterparts, all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and its seal to be duly affixed hereto and the Developer has caused this Agreement to be duly executed as of the day and year first above written. BROOKLYN CENTER ECONOMIC DEVELOP' -v1ENT AUTHORITY B y : j �/ , , — B v: -� v Yr�• � ' '% fl<<r� �' Pres' ent By: By: r Its: Executive ff)ve-ctor THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered 470 Pillsbury Center Minneapolis, MN 55402 (612) 337 -9300 ��ll r LORI MATTHIESEN NOTARY PUBLIC kHNNrSCTA 1 _ G G U + KT COMMISSIC11 EXPIRES I -31 -2X w 4 EXHIBIT A i"- DESCRIPTION OF PROPERTY An area bounded by 69th Avenue on the south, Brooklyn Boulevard on the west, 70th Avenue on the north, and the property boundary between June and Indiana Avenues on the east, all in the City of Brooklyn Center, Hennepin County, Minnesota E s A -1 FIRST AMENDMENT TO PRELIMINARY DEVELOPMENT AGREEMENT 7 THIS AGREEMENT, dated this day of October, 1996 by and between the Economic Development Authority in and for the City -of Brooklyn Center (the "Authority "), a public body corporate and politic, and David Nelson, an individual ( "Developer "): WITNESSETH: WHEREAS, the Authority and the Developer have entered into a Preliminary Development Agreement dated as of December 21, 1995 (the "Preliminary Agreement ") regarding development of, and the Authority's assistance regarding, certain property defined therein; and WHEREAS, the parties have determined to extend the terms of the Preliminary A—eernent. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations set forth herein, the parties agree as follows: 1. Section 6 of the Preliminary Agreement is revised to read as follows: This Agreement is effective for a term ending on May 31, 1997, unless extended by mutual agreement of the parties. 1 The Preliminary Agreement remains in full force and effect and is not modified except as provided herein.' IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and its seal to be duly affixed hereto and the Developer has caused this Agreement to be duly executed as of the day and year first above written. DEVELOPER BROOKLYN CENTER ECONOMIC DEVELOPMENT AU'_'HORITY By: David Nelson President By: Executive Director 0347 • CITY OF BROOKLYN CENTER CITY COUNCIL 6301 Shingle Creek Parkway 569 -3300 INFORMATIONAL NOTICE Dear Resident/Owner: Please be advised that the EDA of the City of Brooklyn Center, at the City Council meeting on Monday, June 8, 1998, will consider a proposed redevelopment agreement for the area in the northeast corner of 69th and Brooklyn Boulevard. The meeting will begin at 7:00 p.m. in the City Hall Council Chambers, 6301 Shingle Creek Parkway. A definite time for this consideration cannot be given as it will depend on the progression of the agenda items. The proposed agreement calls for the development of the northeast corner of 69th Avenue North and Brooklyn Boulevard. The development would replace all of the existing uses with a 50,000 sq. ft. (minimum) neighborhood retail development. The exact area to be redeveloped, as shown on the attached map, includes 22 parcels. There are eight single family homes on both the east and west side of June, an American Legion Club, a small retail center and three commercial parcels previously acquired by the EDA of the City of Brooklyn Center. Public comment will be taken at the meeting regarding the proposed development project. Auxiliary aids for persons with disabilities are available upon request at least 96 hours in advance. Please contact the City Clerk at 569 -3300 to make arrangements. Respectfully, Brad Hoffman Community Development Director • w 72N 2 -� - - - - .0 p m �VIOLETI z AVE. N- ui III w a J Z ' Z zD Z 71 T• ` J 171ST AVE. N. f J� 71ST I I AVE N. - z - > ' - -- a w 70TH AVE N ` 70TH A VE. N. �- Q a W z 'OTV . — - d - AVE. N. LLi # Q ¢ :URjB 7 u- o 69TH. AVE. N. i _ z � TER TOWED z E (l ;tJ re >Q — ui z U.S. POST . 1 u.l -- Q OFFICE - Q _ Q •-� w \N. t.) _- O • GRIMES W AJE. N. O Z l<�� . - - 68TH. A P ROPOSED PROD ECT AREA 7 1ST` I 71 Y AVE' N ' I AVE. N. I I I 71ST I i i I I I I I ( AVE IN. Lij uj z / _ Q _ z - Z i — a 70TH AVE N \, 70TH PVE. N. w Q uj w z z 7 ui Q Q ce :U:R:jB�� a w w -- z ° — 69TH. AVE. N. z —_ L d z : TR TOWER z z LLl Z U.S. POST ` — _ -o — Q OFFICE a w <t m w �� _ Z - O r O RIMES Ly — z N. O V 68TH. AVE. N. L w w Q _ �tX �- - %, - Z- ADDITI ONAL PROPERTY NEEDED TO ACQUIRE FOR MINIMUM DEVELOPMENT j 1 z 70TH AVE N \ AVE. N. Q a 70TH 2i 2 w LLI A - Q z � � w LLJ Q � B Z p I � — - - 69TH. AVE. N. w _z - a - -> � U.S. POST - Q � OFFICE \ /\ AREA NECESSARY FOR BROOKLYN BOULEVARD PROJECT (WIDENING) A- EASEMENT B - REMNArff Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION APPROVING CONTRACT PRIVATE REDEVELOPMENT WITH BOULEVARD SHOPPES, LLC WHEREAS, the Economic Development Authority in and for the City of Brooklyn Center (the "Authority ") is administering its Housing Development and Redevelopment Project No. 1 (the "Project ") pursuant to Minnesota Statutes, Sections 469.001 to 469.047 in an effort to encourage the development of certain designated areas within the City; and WHEREAS, among the activities proposed to be assisted by the Authority in the Project is the development of a retail commercial facility commonly referred to as the Boulevard Shoppes Project, and WHEREAS, there has been presented before the Authority a form of Contract for Private Redevelopment ( "Contract ") between the Authority and Boulevard Shoppes, LLC setting forth the parties' respective responsibilities in developing the Boulevard Shoppes Project; and WHEREAS, the Authority has reviewed the Contract and finds that the execution of the same and the Authority's performance of its obligations thereunder are in the best interest of the City and its residents. i NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center as follows: 1. The Contract, as presented to the Authority, is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Contract by such officials shall be conclusive evidence of their approval. 2. The President and Executive Director are hereby authorized to execute the Contract on behalf of the Authority and to carry out, on behalf of the Authority, the Authority's obligations thereunder. 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. Kennedy & Graven, Chartered 5th Draft 5/1 8/98 A= delete insertion CONTRACT FOR PRIVATE REDEVELOPMENT By and Between ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, MINNESOTA and BOULEVARD SHOPPES, LLC Dated as of: This document was drafted by: KENNEDY & GRAVEN, Chartered 470 Pillsbury Center Minneapolis, Minnesota 55402 Telephone: 337 -9300 5.79140062 3R305 -56 TABLE OF CONTENTS Page PREAMBLE..................... ............................... ~ 1 ARTICLE I Definitions Section I.I. Definitions .............. ............................... 2 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority ............................. 5 Section 2.2. Representations and Warranties by the Redeveloper ................. 5 ARTICLE III Land Acquisition; Financing Section 3.1. Status of Redevelopment Property; Acquisition .................... 7 Section 3.2. Conditions of Acquisition ..... ............................... 8 Section 3.3. Conveyance to Redeveloper .... ............................... 8 Section 3.4. Place of Document Execution, Delivery and Recording ................ 9 Section 3.5. Title ................... ............................... 10 Section 3.6. Soil Conditions 10 Section 3.7. Financing of Land Acquisition . ............................... 10 Section 3.8. Payment of Administrative Costs .............................. 12 Section 3.9. Wage and Job Covenants .... ............................... 12 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements ........................ 13 Section 4.2. Construction Plans ......... ............................... 13 Section 4.3. Commencement and Completion of Construction .................. 14 Section 4.4. Certificate of Completion ... ............................... 14 ARTICLE V Insurance Section 5.1. Insurance .............. ............................... 16 Section 5.2. Subordination ........... ............................... 17 ARTICLE VI Tax Increment; Taxes • Section 6.1. Right to Collect Delinquent Tales ............................ 18 Section 6.2. Reduction of Taxes ....... ............................... 18 SJ3140662 BR305 -56 1 on.6. Assessmenfi:A eemenfi ._.:.::. .::::: >:> Sectran 6.4. _. S cW Assessments'. ::.:. , .:.::... <,.. ;: ::..:::.:.:.::::::.......:.; ;..::<�;::......... ....... ;: �,J ARTICLE VII Mortgage Financing Section 7.1. Mortgage Financing ....... ............................... 20 Section 7.2. Authority's Option to Cure Default on Mortgage .................. 20 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment ........................... 21 Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement ............................ 21 Section 8.3. Release and Indemnification Covenants ......................... 22 ARTICLE IX Events of Default j Section 9.1. Events of Default Defined ... ............................... 24 Section 9.2. Remedies on Default ...... ............................... 24 e t ttihvxzt .;I Pori a ` zi?zia : ? ve V&A S s." t"n to Go nve . e. to . Rede� el wale e.f.. : Reap u zed.Pxo 'd . Di oszUsan:. af: Peods::<. ;::::_;::: >:<>: >:; >;<::::: >::<<: >:2� :.:........ ........... Section 9.5. No Remedy Exclusive .... ............................... 27 Section 9.6. No Additional Waiver Implied by One Waiver .................... 27 Section 9.7. Attorneys Fees ............ ............................... 27 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable ... ............................... 28 Section 10.2. Equal Employment Opportunity ............................. 28 Section 10.3. Restrictions on Use ....... ............................... 28 Section 10.4. Provisions Not Merged With Deed ........................... 28 Section 10.5. Titles of Articles and Sections .............................. 28 Section 10.6. Notices and Demands ..... ............................... 28 Section 10.7. Counterparts ........... ............................... 29 Section 10.8. Recording ............. ............................... 29 Section 10.9. Amendment ............ ............................... 29 Section 10.10. Governing Law .......... ............................... 29 SJ3140662 3R305 -56 11 • ARTICLE XI Termination of Agreement Section 11.1. Option to Terminate ...... ............................... 30 Section 11.2. Action to Terminate ...... ............................... 30 Section 11.3. Effect of Termination ..... ............................... 30 TESTIMONIUM ................... ............................... 31 SIGNATURES ...................... .............................31 SCHEDULE A Description of Redevelopment Property SCHEDULE B Certificate of Completion SCHEDULE C Redeveloper Note SCHEDULE D Quit Claim Deed SCHEDULE E Assessment Agreement C ; ....... ;<; <> ;< ?etittQr� or >Pul�it rm rovements:anc arver.::of:S ' cia Assessment A ... . ..........::. ::. . vz . < >af Slxeet :And;:Uti it Vi seirzez t • SJB140662 BR305 -56 111 '' • CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made on or as of the _ day of . 1998, by and between ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic (the "Authority ") and BOULEVARD SHOPPES, LLC, a Minnesota limited liability company (the "Redeveloper "). WITNESSETH: WHEREAS, the Authority was created pursuant to Minnesota Statutes, Section 469.090 to 469.1081 (the "EDA Act ") and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Brooklyn Center ( "City "); and WHEREAS, the Authority has determined a need to exercise the powers of a housing and redevelopment authority under Minnesota Statutes. Sections 469.001 to 469.047 (the "HRA Act "), and has undertaken a program to promote economic development and job opportunities and to promote the redevelopment of land which is underutilized within the City, and in this connection created a redevelopment project known as Housing Development and Redevelopment Project No. 1 (hereinafter referred to as the "Project ") in an area (hereinafter referred to as the "Project Area ") located in the City; and • WHEREAS, pursuant to the EDA Act and the HRA Act, the Authority is authorized to acquire real property, or interest therein, and to undertake certain activities to prepare such real property for development by private enterprise; and WHEREAS, in order to achieve the objectives of the Project Plan the Authority is prepared to assist in the development of certain real property in the Project Area, more particularly described in Schedule A annexed hereto and made a part hereof (which property as so described is hereinafter referred to as the "Redevelopment Property") in order to bring about redevelopment in accordance with the Redevelopment Plan and this Agreement; and WHEREAS, the Authority believes that the redevelopment of the Project Area pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: • SJB140662 BR305 -56 1 . ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Acts" means, collectively, the EDA Act and the HRA Act. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented by mutual agreement of the parties. "Authority" means the Economic Development Authority in and for the City of Brooklyn Center, or any successor or assign. A "City" means the City of Brooklyn Center, Minnesota. "City Building Official" means the City staff person designated or acting as the City's building official. "Certificate of Completion" means the certification provided to the Redeveloper, or the • purchaser of any part, parcel or unit of the Redevelopment Property, pursuant to Section 4.4 of this Agreement. "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following for each building: (1) site plan; (2) foundation plan; (3) basement plans (if applicable); (4) floor plan for each floor; (5) cross sections of each (length and width); (6) elevations (all sides); (7) landscape plan; and (8) such other plans or supplements to the foregoing plans as the Authority may reasonably request to allow it to ascertain the nature and quality of the proposed construction work. "County" means the County of Hennepin, Minnesota. "EDA Act" means Minnesota Statutes, Sections 469.090 to 469.1081, as amended. "Event of Default" means an action by the Redeveloper listed in Article IX of this Agreement. "Holder" means the owner of a Mortgage. e "HRA Act" means Minnesota Statutes, Sections 469.001 to 469.047, as amended. "A I tl Acgi sit on Costs" has the meaning set forth in Section 3.7 hereof. SJB140662 BR305 -56 "Maturity Date" means the date that n the Redeveloper Note n has been paid in full ar terminated in accordance with A its';terrns; n and tlze`'Au orit} hail beenjeimburs d n tj€Il for Tai : Inr remetzts �cX <tie eurrerit : I,ncl : AcgtiisztiQtt osntttiy pai b the AuCat ttndex ...... Secfiion a< (b t�igetlier with interest thereon `at the rate.sgeeied zn Secfion.7(b "Minimum Improvements" means the construction on the Redevelopment Property of an at least 50,000 square foot retail commercial facility. "Mortgage" means any mortgage made by the Redeveloper which is secured, in whole or in part, with the Redevelopment Property and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. "Project" means the Authority's Housing Development and Redevelopment Project No. 1. "Project Area" means the real property located within the boundaries of the Project. "Redeveloper" means Boulevard Shoppes, LLC, or its permitted successors and assigns. "Redeveloper Note" means the Taxable Tax Increment Revenue Note set forth in Schedule C hereto, to be issued by the Authority to the Redeveloper. "Redevelopment Property" means the real property described in Schedule A of this 0 Agreement. "Redevelopment Plan" means the Authority's Project Plan for Housing Development and Redevelopment Project No. 1 as amended December 19, 1994 and as it may be further amended. "Site Plan" means the preliminary site plan for development of the Redevelopment Property attached as Schedule C hereto. "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Redevelopment Property and which is remitted to the Authority as tax increment pursuant to the Tax Increment Act. "Tax Increment Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.179, as amended. "Tax Increment District" or "TIF District" means the Authority's Tax Increment Financing District No. 3. "Tax Increment Plan" or "TIF Plan" means the Authority's Tax Increment Financing Plan for Tax Increment Financing District No. 3, as approved December 19, 1994 and as it may be amended. Su , BR305 -56 J i • "Tax Official" means any County assessor; County auditor; County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof including but not limited to delays which are the direct or indirect result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly or indirectly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement) which directly or indirectly result in delays. So long as the plans and specifications conform to approved Construction Plans, Unavoidable Delays shall include delays in the Redeveloper's obtaining of permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement. • SJB140662 BR305 -56 • ARTICLE II Renresentations and Warranties Section 2.1. Renresentations by the Authority. The Authority makes the following representations and warranties as the basis for the undertaking on their part herein contained: (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Acts, the Authority has the power and lawful authority to enter into this Agreement and carry out its obligations hereunder. (b) The Authority proposes to provide certain tax increment assistance to the Redeveloper as described herein. (c) The activities of the Authority are undertaken for the purpose of fostering the development of certain real property which for a variety of reasons is presently unutilized and underutilized and for the purpose of promoting economic development and the creation of employment opportunities. (d) The Authority has received no notice or communication from any local, state or federal official that the activities of the Authority or the Redeveloper in the Project Area may be . or will be in violation of any environmental law or regulation (other than those notices or communications of which the Redeveloper is aware). The Authority is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (e) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Authority is now a party or by which it is bound, or constitutes a default under any of the foregoing. Section 2.2. Renresentations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability company, duly organized and in good standing under the laws of the State, is not in violation of any provisions of articles of organization, operating agreement or the laws of the State, is duly authorized to transact business within the State, has p ower to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its board of governors. (b) The Redeveloper will construct, operate and maintain the Minimum Improvements • in accordance with the terms of this Agreement, the Redevelopment Plan and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). SiB140662 BR305 -56 J • (c) The Redeveloper has received no notice or communication from any local, state or federal official that the activities of the Redeveloper or the Authority in the Project Area may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Redeveloper is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (d) The Redeveloper will obtain, in a timely manner, all required 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. (e) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (f) The proposed redevelopment by the Redeveloper hereunder would not occur but for the tax increment financing assistance being provided hereunder. • • SJB140662 BR305 -56 6 • ARTICLE III Land Acquisition; Financing Section 3.1. Status of Redevelopment Pronertv: Acquisition. a As of the date of this Agreement A th6 u� ar , ` h >�s :a r�� `taii�i "` "` aris :o�:th Redevel6 F zn'ii* I;:P�v :.:_::.:.:::.::P.:. er will use its best efforts to secure options or purchase agreements for the remainder of such property. Promptly upon entering any such options or purchase agreements, the Redeveloper shall file a copy of such documents with the Authority. The Redeveloper will acquire the Redevelopment Property in accordance with the terms of any such options or purchase agreements. 13 €eirIpx'S'€x momp �.. <d;:;:at:::t�;;sole ;::. agzeerze_:e Qb . tIieRd :: :.:...:.X:.;::.;: (b) If the Redeveloper notifies the Authority in writing that it has been unable to acquire all or any portion of the Redevelopment Property after exhausting its good faith efforts to do so (such notice to include a detailed description of the Redeveloper's acquisition efforts), then the Authority will proceed to acquire that portion of the Redevelopment Property through negotiation or the exercise of its powers of eminent domain, subject to all the terms and conditions of this Agreement. The Authority reserves the right, at its sole discretion, to acquire such property through the so- called "quick take" procedure under Minnesota Statutes, Ch. 117. (c) The Redeveloper shall be responsible for the relocation of all owners and occupants of the Redevelopment Property, including the provision of any relocation benefits and payments. The Redeveloper shall retain a relocation consultant, approved by the Authority, to negotiate agreements with all such owners and occupants concerning the legal notices, relocation benefits and payments to be provided to them in exchange for their relocation from the Redevelopment Property. The Redeveloper shall provide to the Authority written agreements, in a form approved by the Authority, from each owner and occupant of the Redevelopment Property, under which such owners and occupants agree to be relocated from the Redevelopment Property on terms contained in the agreements. In addition, the Redeveloper shall furnish to the Authority a written certification from its relocation consultant to the effect that the agreements obtained from the owners and occupants are valid and binding and in compliance with applicable laws. Without limiting the Redeveloper's obligations under Section 8.3 hereof, the Redeveloper will indemnify, defend and hold harmless the Authority, the City, and their governing body members, employees, agents and contractors from any and all claims for benefits or payments arising out of the relocation or displacement of any person from the Redevelopment Property as a result of the implementation of this Agreement. In the event of acquisition b the Author under ara ra hi. : b) above the 4):az { q Y tY P g p .; (. � Redeveloper and the relocation consultant shall cooperate with the Authority in handling SJB140662 BR305 -56 relocation matters, and all eligible costs related to relocation will be included in the amount payable by the Redeveloper under Section 3.2 hereof. Section 3.2. Conditions of Acquisition. The Authority's obligation to commence acquisition of the Redevelopment Property or any portion thereof is subject to satisfaction of the following terms and conditions: (i) the Redeveloper having delivered the notice of request for acquisition by the Authority as described in Section 3.1; (ii) the Redeveloper having submitted and the Authority having approved evidence of financing as required under Section 7.1; (iii) the Redeveloper having submitted and the Authority having approved Construction Plans for the Minimum Improvements under Section 4.2; (iv) the Redeveloper having deposited with the Authority an amount which, together with estimated investment earnings thereon, is equal to the estimated purchase price or damage award to be paid by the Authority, together with estimated costs of condemnation, including relocation costs and reasonable attorneys fees, as estimated by the Authority, after consultation with the Redeveloper. In lieu of a cash deposit, the Redeveloper may deliver an irrevocable bank letter of credit in the amount of the required deposit in a form reasonably satisfactory to the Authority. If the Redeveloper fails to obtain a renewed or substitute letter of credit upon expiration of the initial letter of credit, the Authority shall be entitled to draw upon such letter of credit and deposit the proceeds in an account maintained by the Authority for the purposes described in this paragraph; and (v) the Redeveloper not being in default under this Agreement. Within 30 days after satisfaction of the above conditions, the Authority will commence activities to acquire the relevant portion of the Redevelopment Property. The Authority will use its best efforts to conclude any acquisition within six months after it commences such acquisition. If at any time before closing on acquisition of any portion of the Redevelopment Property by the Authority the Authority determines that the amount deposited by the Redeveloper under Section 3.2(a)(iv) will be insufficient to pay the costs described therein, the Redeveloper shall pay to the Authority any additional deposit requested by the Authority within 10 days after receipt of a written request for such deposit describing the additional costs in reasonable detail. Section 3.3. Conveyance to Redeveloper. (a) n The Authority will deliver to the Redeveloper the deed for A ail portion9 of the Redevelopment Property t had =< -bee`s acquired by the Authority :;. tsfaetoz ail:tle follciirg< Gaztio SJB140662 BR305 -S6 8 (�) ::; entire Redeveiapmer�t 1'raperty has been ac�u�red. �n fed t�t�e by the Authcanty ar the Redeveloper or a combination of the two parties; 1 ;; fhe <Redev io r hating ubm tted tze:Author ty eyzctence of nancing ..::..:::... ..:.:::::..:::::..:.: >:::.::... a$. requ re uri cf.: ec ari 7 ; .: ;,, _;, ; ii:.::.:.......:i:i::: ;.; ::. }:::.:::.i'.: d :aid :::::the:>Rclvlr r:: sibzrutted > > >ad :hci liavizt :':::a zived ..................................... .................:..........:.. Cc nstrt cti n` ai s.:: a <(h I thim Un';Ii i r�vem n »: »:.:i:.i: ": >;:: �: >< < i tlt if rIt. < re ardtt 'suel a e : ee to .........1; :..:::: ::..::.:::..:::::::::.::::::::: ................. ,.:..:,.......:.......:... ........,...:.................. aecordanic ; vv fi ; aw:: ;''::�i:',»:.;;:::.: >:': :.;.;:.'..ii: q. >' <:<thre:: butt < >::no>unc�u�d Et`afDq ault.:b ::::thRedevela : uYidex: >tlus ............................ ............................... Ageenex The Redeveloper will take possession of A Ie` portion of the Redevelopment Property so conveyed upon execution and delivery of the deed for such property. (b) The purchase price to be paid to the Authority by the Redeveloper in exchange for the conveyance of A the Redevelopment Property "'ze��t� �� ::` �` � red a ' al?e` utl�t r ''shall be foltx : t:e tii� x €:oae uisrttltQr ::t1:tc�nabl::sts:relate : .::..::..:::: ::::. Y .:::::. :. , ..::::::::.:.: ...:::::.::::::::,:::::: g.:.:::::......:::::::::::::::: ::::.::.::::::.. tretb>'int lizdii� * >eldatitin:aiitl: >ttiiie. <:fee�:::» .lug::; ts::ncurred;::b. »::for . emoIztzon : ><zr:st:;cearane:: >�n >: >#l�e p ro eond'-::.rz:<:::less:< the >:zntunt >:: <<vvate -down p ::. Fly....: ... x:::�:.:.:.: i: i:; >;'> . i::;i ; ; : ::':i'' ':, :: >':.�: ` ii:: ::..;, ::;i'...... : ".ii:: `: `: .... +i ; : :5 :;: ; i : :i :: ;:> assistatc:prtded'h :te'Aiithcxrl 'under Section: $htch;: not eced(f}C#Q: ...... sued.;> tha: >the"Authont ursuaz�t:::to::�e�trax�::::3: >: »b ereof::shall::::be:: >cz�dzted:40W y:: F.::...:.:.:::......................:. ... .:: :::::: ::::::: :.... :.._:::...... :.; ., t: >the:a�iic �� . :. > _ �ted >under: >�ecti the u�cchase: raIatec:: >:cler: <tls :< ara� a h :::after:: >:deduct� the >vrte:- dovn:assxstance Section 3.4. Place of Document Execution. Delivery and Recording. (a) Unless otherwise mutually agreed by the Authority and the Redeveloper, the execution and delivery of n , ld ;and ;arid; r te€ documents and the payment of any purchase price shall be made at the offices of the Authority. (b) A T--h :"deed from the Authority shall be in substantially the form set forth in Schedule D and shall be promptly recorded in the proper office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. At closing, the Redeveloper shall pay: all recording costs, including State deed tax, in connection with the n conveyance of the Redevelopment Property or portion thereof, costs of recording any instruments used to clear title encumbrances; title insurance commitment fees and premiums, if any, and title company closing fees, if any; real estate taxes payable in the year of closing; and any outstanding special assessments. ....................... the : Redevela er shall deli s ::ti : fihe �:titit r� exc 'tedd::':dri ifi* 1s > zecordall ;czfhe Assesseiit r eebzent<:descnW,- d..<�r:ctzi 63:`::.:i :the:Pttioii:fvr Public Yri rQ' ; ;:.; ,_ p emeri and.aiver ofSpGial assessment Alpeal csertbed >n Sction 4; and (ui) SJB140662 BR305 -56 9 an easement in favc�r:::of tlie;.?4utliority far streetsancl::ut�lte aflrm reasonablsatsfctpry • Lci the utho fy over a portzon of the Redevelopment Property adwent to Bf66kl n Boulevard described j n 'Schedule G eretQ Section 3.5. Title (a) n ts: >::som :;:;: xachc:::er; ><dxe;< : arheS :ave::: >a:;.aed:o:::;<suzed .: F....:....:.. :.::::.:::::::::.: : ::::.:::::.: P............ urel s : r rnents a : cr t Q :; c� ; It. < iirfia :a e : i evevo r lent: Proper the Authorit shall obtain a commitment for the issuance of a policy of title insurance for n sz portion of the Redevelopment Pro e ac''i e '?' "r`. ' . e `e <` e?uf' rat . The Redeveloper shall have twenty (20) days from the date of its receipt of such commitment to review the state of title to the relevant portion of the Redevelopment Property and to provide the Authority with a list of written objections to such title. Upon receipt of the Redeveloper's list of written objections, the Authority shall proceed in good faith and with all due diligence to attempt to cure the objections made by the Redeveloper. Not earlier than eleven days following the date the Redeveloper shall have received a commitment for the issuance of a policy of title insurance for the relevant portion of the Redevelopment Property from the Authority or, in the event the Redeveloper shall have provided the Authority with a list of written objections, within twenty (20) days after the date that all such objections have been cured to the reasonable satisfaction of the Redeveloper, the Authority and Redeveloper shall proceed with the acquisition and conveyance of the relevant portion of the Redevelopment Property pursuant to Sections 3.2 and 3.3 of this Agreement. In the event that the Authority has failed to cure objections within sixty (60) days after its receipt of the Redeveloper's list of such objections, either the Redeveloper or the Authority may by the giving of written notice to the other, terminate this Agreement, upon the receipt of which this Agreement shall be null and void and neither party shall have any liability hereunder. Upon such termination, the Authority shall promptly return to the Redeveloper any monies deposited with the Authority, except amounts necessary to reimburse costs incurred by the Authority in connection with acquisition of the relevant portion of the Redevelopment Property, and any amounts referenced in Section 3.8. The Authority shall have no obligation to take any action to clear defects in the title to the relevant portion of the Redevelopment Property, other than the good faith efforts described above. (b) The Authority shall take no actions to encumber title to any portion of the Redevelopment Property between the time the Authority acquires such property and the time which the deed is delivered to the Redeveloper. Section 3.6. Soil Conditions. The Redeveloper acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Redevelopment Property or its fitness for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such property. Without limiting its obligation under Section 8.3 hereof, the Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants on the Redevelopment Property. • Section 3.7. Financing of Land Acauisition. (a) Generally. In order to make development of the Minimum Improvements economically feasible, the Authority will A. it6 SJB140662 BR305 -56 10 dowe -Ahe Redeveloper's n cost of acquiring the Redevelopment Property n in an amount not to exceed $4.00 per square foot, up to a maximum of $1,500,000 (the "n Land Acquisitioi host in accordance with the terms of this Section. If total acquisition costs exceed the amount reimbursable under this Section, such excess costs shall be the responsibility of the Redeveloper. TI e itie: do vi , �vill:`be ak 4m ` li:shed i through' fti i l fi ci Ii ": th ;'Authorit' `'e f acqu tit rz gild: related.co is in the amiount not to exceed; $6€ 0 QQ{):� :: de�cril3ecl izt Section 3.7 andi� through retmburseTnent o costs in itially financed by the Redveloper. in „the. amount not to exceed $9{10xQ{?Q's;desczzbed;1 n Section a 7(c). >; aiicel. tJs raty. Fin ;The i�uthor t ��ll ' ` `'' ; f rzarico anc�o� �d���e:the <'first c>.... Y Fa`y �600,tlOtk of T�and AcquFSrtzort Cysts (subject to the Redeveiper's„oI}Iigatzon tca zzale any deposit required under, Section - 2 hereo f for pFOpert r acquired' by tl e AutlloTity, such payment witl a . be prOVzded through a credFt against the purchase price Payable by <the;RedeVelaper under ect�oFl 3. b . l poetic o of the $6fIQ , f remains after apph th credit under Secticin 3 3(b), tli balanceill. disbursed to the R.�developer: at clasin on the eoneance to the:. Redeveloper S,' J3 ion ,3 rdvWed that the fc�flowin condittons' are satisfied i 11: ;c zrtditia s: under "Section .3. a li aye::: beers rr et >' tbe.> Redeveoper b,as'` submitted .to tie >ut)aoa rebarc' >tie acquisition cost far any pc�rt3ons of the RedeIogment Prop acquired directly b the dev It per, izicluding at a :itzFmFnuM the ;pEirchas , agT em€nt, cic sing stat Fnent aid eert�ficate afreal atate value, wlUch ac uisition costs are at Ieast e uaI (o the amount.to q q........ .:...:.. be : Fe m ljtirs d <td: file; Redevelopet, e : Au on rants ;and : represents that as' :t : the ` date:. p :; is : �grrz� ��: `has avaala?le futlds, #�agethear with amciunts prevtciuslpexzded . acgglzq prtoms of the RedeelopeTi( Prierty and undertake demolifiort in the'anr€t cI' $6Qt},(3ID; and VIII take rich acti€�rzs expend esz ezicttrzber st€h'fundsirior to clzsbuTsement;tc €heedeyeioper ut3€Iez this paragraph,'exc t as needed . to acquire. a ditiQnal portions of the.:l ede'elooment Property f€ir: :..::...:....... conveyance ux}e er Sectin s 3• understand that the principal a h uht a ass staFiee ; rav�ded :t <;the : ::. ::... e eveoprnder<Ilts park ra h re resents au iiiterria lot �f : Au€lori:t '::funds; .to be're ofd b�. Ian Irtcrement fiom the Redeveli�pm nt Property: getlter : W thAnteerost»at >ihe> °rat . 7 0 accru�n ; ro tyre date pf :cic zzzg: an th&: comve ante: cscrx . i �::�ect�r�zt .11i: it cretziemt : y shall ;be. allocated ,< to Tepa Fnent of Bitch iFiternal loan Qn each Auc ust _1 end Februar . caznruenetn a r:<the: first �elaruary i ar k 1 a et the edev� Ibper date liar heexz g zci in fu .or: terminated U.l accordance i i. ijits terrris. :The internal ban. shall be i� all respects::subord�nat6 . .. ;... tci tne:<R e�elopex 'c iq ssued under. Section I7(e) h� � �f (c) Redeveloper Note. In order to reimburse n L AA :Acqu siti.dn. Costs in excess of the amounts financed n by lhe `Authority n under Section 31.7(6), the Authority shall issue and the Redeveloper shall purchase the Redeveloper Note in substantially the form set forth in Schedule C hereto, in n the principal amount n of 900,{�QO, i r the total n T; aftd, ,'eduisi ion osts less the A amount n fna the Authority n under Section 3 7(b) hiclie+Ver -less. The Authority SJB140662 11 BR305 -56 and the Redeveloper agree that the consideration from the Redeveloper for the purchase of the Redeveloper Note shall consist of the Redeveloper's payment of the cost of acquiring the Redevelopment Property in excess of A amounts financed by the Authority A under, Section 3,.7(b). The interest rate on the Redeveloper Note shall A 6i the lesser of the Redeveloper's cost of borrowing in order to finance A pi'aperty aequi cl aireCtl `fa the R developef and 8.5 %, and the final maturity shall be no later than February i; 2011. The Note shall be dated as of the date of delivery. The Authority shall deliver the Note upon satisfaction of the conditions for disbursement of A f6 ds under Section 3.7(b), except that the evidence of land acquisition costs paid by the Redeveloper must equal the principal amount of the Redeveloper Note, after taking into account costs submitted under Section 3.7(b)(ii). Section 3.8. Pavment of Administrative Costs. The Redeveloper agrees that it will pay to the Authority all Administrative Costs (as hereafter defined) incurred by the Authority or the City. For the purposes of this Agreement, the term "Administrative Costs" means out of pocket costs incurred by the Authority attributable to or incurred in connection with the negotiation and preparation of this Agreement and other documents and agreements in connection with the development contemplated hereunder. Administrative Costs shall be evidenced by invoices, statements or other reasonable written evidence of the costs incurred by the Authority or Authority. The Redeveloper shall pay Administrative Costs from time to time within 30 days after receipt of an invoice therefor. Section 3.9. Wage and Job Covenants. • (a) The Redeveloper shall create on the Redevelopment Property at least ten (10) new full time equivalent jobs (excluding any previously existing jobs in the State relocated to this site) and the weighted average wages for all employees on the Redevelopment Property shall be no l ess than 8.00 per hour. N €t ZStartd ng anythip :to' :cox tra herezrf at teA o {?) t Ze ten neWJo�:.shal b hill- -tide jobs (at least.3� h€�i rs per ith , week), ritb a salary r wages cif al lost $2£l�0€3El pereaY The Redeveloper shall comply w this requirement by submitting to the Authority o later than two ears after A closing " "' _.;. Y y g pn <gcvyance afRciee(aged(oprty to ih e'Re eve €per ude: ectiori 3.`(the "Compliance Date "), a written report in a form reasonably satisfactory to the Authority showing that, at any time before the Compliance Date, the Redeveloper has created the jobs and met the wage levels specified in this Section, and that such jobs and wages have been maintained for at least 30 days during that reporting period. (b) If the Redeveloper fails to comply with any of the terms this Section, the Redeveloper shall repay to the Authority any disbursements A t€e ut tlo S'ctiort 3 :,J b and payments made under the Redeveloper Note (whether or not the Redeveloper Note has been assigned or transferred to another party). Nothing in this Section limits any other remedy available to the Authority under this Agreement, the Redeveloper Note or any other agreement with the Redeveloper. Tie pees a r e and uz elt, no ktstai i erstand tha ig tl e g age and Job `eouena is set:f€�rth in' this Secti n, the primary: purpo se: of the.asstance provided b tfie.ttthortty L€i the _. Red eloper ufide is Agre.eme t is correction of b ghted on itions- n6obothoocl stabiHiAfi i�. • and tax, Base utprovement, and n ©t lob growth or broader econarntc development sjB140662 BR305 - 56 12 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. The Redeveloper agrees that it will construct the Minimum Improvements on the Redevelopment Property in accordance with the approved Construction Plans and at all times prior to the Maturity Date will operate and maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Construction Plans. (a) Before commencement of acquisition of any portion of the Redevelopment Property by the Authority, and in any event before commencement of construction of the Minimum Improvements, the Redeveloper shall submit Construction Plans to the City Building Official, who shall review such plans under this Section on behalf of the Authority. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with the Redevelopment Plan, this Agreement, and all applicable State and local laws and regulations. The City Building Official will approve the Construction Plans in writing if. (i) the Construction Plans conform to all the terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the Redeveloper for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. No approval by the City Building Official shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement or of the Redevelopment Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the City Building Official shall constitute a waiver of an Event of Default. Such Construction Plans shall be deemed approved unless rejected in writing by the City Building Official, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 30 days after the date of their receipt by the City Building Official, provided that Construction Plans not rejected within that 30 -day period will be deemed approved. If the City Building Official rejects any Construction Plans in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within 30 days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City Building Official. The City Building Official's approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. s (b) If the Redeveloper desires to make any material change in the Construction Plans after their approval by the City Building Official, the Redeveloper shall submit the proposed SJBi40662 BR305 -56 13 change to the City Building Official for approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the City Building Official shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the City Building Official to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. The City Building Official's approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Redeveloper shall commence construction within 120 days after the Redeveloper acquires title to all portions of the Redevelopment Property, and shall complete the construction of the Minimum Improvements and all landscaping and screening on the Redevelopment Property by December 31, 1999. All work with respect to the Minimum Improvements and related site improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in conformity with the Construction Plans as submitted by the Redeveloper and approved by the City Building Official. The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall use all reasonable means to promptly begin and diligently prosecute to completion the redevelopment of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be completed within the period specified in this Section 4.3 of this Agreement. Subsequent to conveyance of the Redevelopment Property, or any part thereof, to the Redeveloper, and until construction of the Minimum Improvements has been completed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, as to the actual progress of the Redeveloper with respect to such construction. Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements, the Authority will furnish the Redeveloper with the Certificate shown as Schedule B. Such certification by the Authority shall be (and it shall be so provided in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the Minimum Improvements. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) The certificate provided for in this Section 4.4 of this Agreement shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, SJB140662 BR305 -56 14 the Authority shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to obtain such certification. Failure by the Redeveloper to complete construction by the deadline specified in Section 4.3 shall not entitle the Authority to withhold a Certificate of Completion upon later completion of the Minimum Improvements, if there is otherwise no uncured Event of Default by the Redeveloper. (c) The construction of the Minimum Improvements shall be deemed to be substantially completed when the Redeveloper has received a certificate of occupancy from the responsible inspecting authority and all site work and landscaping is complete in accordance with City-approved lans and s specifications as determined b the City Building Official. P t P Y Y g • SJ °140662 BR305 -56 15 ARTICLE V Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (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 Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so- called "all risk" form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the • above - required limits, an umbrella excess liability policy may be used); and (iii) Workers' compensation insurance, with statutory coverage. (b) Upon completion of construction of the Minimum Improvements and prior to the Maturity Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses. (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the Authority as additional insured. (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Redeveloper, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided • that the Redeveloper may be self - insured with respect to all or any part of its liability for workers' compensation. SJ 3140662 BR305 -56 16 (c) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper which are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the Authority a certificate or certificates of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Redeveloper agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof. • The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not the net proceeds of insurance received by the Redeveloper for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction and restoration shall be the property of the Redeveloper. (e) The Redeveloper and the Authority agree that all of the insurance provisions set forth in this Article V shall terminate upon the termination of this Agreement. (f) The parties hereto agree and understand that the Redeveloper's obligations under this Section are for the sole benefit of the Authority and the City, and are not intended to create any rights, claims or interests accruing to any other person or entity. Section 5.2. Subordination. Notwithstanding anything to the contrary contained in this Article V, the rights of the Authority with respect to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of any lender under a Mortgage approved pursuant to Article VII of this Agreement. • SJ3140662 BR305 -56 17 • ARTICLE VI Tax Increment, Taxes Section 6.1. Right to Collect Delinauent Taxes. The Redeveloper acknowledges that the Authority is providing substantial assistance in development of the Minimum Improvements A s'`elesgdb6d: K" pp, ct t ri; 8' 7. The Redeveloper further understands that the Authority anticipates the collection of Tax Increment from the Redevelopment Property in order to pay various public costs in connection with redevelopment of the Project as a whole. To that end, the Redeveloper agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements until the Maturity Date. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Reduction of Taxes. The Redeveloper agrees that prior to the Maturity Date it will not cause a reduction in the real property taxes paid in respect of the Redevelopment Property through willful destruction of the Redevelopment Property or any part thereof. The Redeveloper also agrees that it will not, prior to the Maturity Date, apply for a deferral of property tax on the Redevelopment Property pursuant to Minnesota Statutes, Section 469.181, or any similar law, or convey or transfer or allow conveyance or transfer of the Redevelopment Property to any entity that is exempt from payment of real property taxes under State law. Section 6.3. Assessment Agreement. caeiice_<;f:;i:RtiQ ' `' eti ropert} ar P . flits Cre.0 ' e:-: e eve lo ` ex ctzaz ;1 the Redeveloper shall, with ::.:..:::....... P ...............;: the Authority, execute an Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8, specifying an assessor's minimum Market Value for the Redevelopment Property together with the Minimum Improvements. The amount of the minimum Market Value shall be no less than $3. "..0 ?000 as of January 2, 2000 notwithstanding any failure to complete .::.:.:..:..:......... construction of the Minimum Improvements by that date. The Assessment s ssment Agreement shall be substantially in the form attached hereto as Schedule E. Nothing in the Assessment Agreement shall limit the discretion of the assessor to assign a market value to the property in excess of such assessor's minimum Market Value nor prohibit the Redeveloper from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes, provided however, that the Redeveloper shall not seek a reduction of such market value below the assessor's minimum Market Value in any year so long as such Assessment Agreement shall remain in effect. The Assessment Agreement shall remain in effect for the period described in Schedule E. *Tat yx€ fiaii X 'aid ... ri >tQ the: : c©ntr . ; ,l erexd : the::minirzlu : i Ct :: N ue �te�c�becl hez 212av � allocated azrlan� separate> parcels_ o� t�i� eve�vgrnen� :Property arzd �peC�fied SJB140662 BR305 -56 18 bne. or; mare separate Assessment .gra ded that><the<aggre ate market<value: all • such agreements is . least equal to the am6unt s�cified in the first para ra h of this sec ian Staecla Assessments :;:U an'clasM Wl:j i : cc�nve arzce :of ievel.o meat r9 e escr .... .. ;.. , .... ai !`del :. r t' Bear a? e f rn e: P ttttc n fci Iic I.m t�ivemertt� iz�: a er f: eciai< ssessmen gal xz »substa tz : ><t 9; 9 zz ttacl :d: >hexetc� as.: ctzodule >: >:re n >tc ::a:: stcazrnwal t' e e t c�z ::.onc : -, :::: sitem at:. > sexvcs:::> ut :fln..t ve €x mcnt :.. :......;. rQpez <= e::R eve1 .:. r: tzld s nds and act fi f: .; iat : az € uz� f6 :. rf: e is ::assess ie�t s .::i;: ?:::base . :tk�e;: at ; haYe t the str�rnr� va ex:: r .rc e e t:d s lies :::«: > . .:<:: <::::: an the e ea. of fihe edeue rnent Pro ereenta eaf .:thy P w ater t pt aue rents, as„ easaria I „ cleterr i ec b finch a reerrieri.. shalt ee�rde thetize : RdevelopFizent:Pragerty, one R.edeei� per shad a ail exists of ......:; ::: .:..:..:.............:....:.... .. ..:.::.:..:.:. ::.:.:..::..::;.: • SJB140662 BR305 -56 19 ® ARTICLE VII Mortaaae Financing Section 7.1. Mortgage Financing. (a) Before commencement of acquisition of any portion of the Redevelopment Property by the Authority, and in any event before A thecirzue adesbe `eaori 3, ............. the Redeveloper shall submit to the Authority evidenc e m of one - or ore c m omitme nt. .. s "'f"'o"r mortgage financing (or evidence of ability to provide internal financing) which, together with committed equity for such construction, is sufficient for the construction of the Minimum Improvements. Such commitments may be submitted as short term financing, long term mortgage financing, a bridge loan with a long term take -out financing commitment, or any combination of the foregoing. Such commitment or commitments for short term or long term mortgage financing shall be subject only to such conditions as are normal and customary in the mortgage banking industry. (b) If the Authority finds that the mortgage financing is sufficiently committed and adequate in amount to provide for the construction of the Minimum Improvements then the Authority shall notify the Redeveloper in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within thirty (30) days from the date when the Authority is provided the evidence of mortgage financing. A failure by the Authority to respond to such evidence of mortgage financing shall be deemed to constitute an approval hereunder. If the Authority rejects the evidence of mortgage financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Redeveloper shall submit adequate evidence of mortgage financing within thirty (30) days after such rejection. Section 7.2. Authoritv's Option to Cure Default on Mortgage. In the event that there occurs a default under any Mortgage authorized pursuant to Article VII of this Agreement, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. i SJB140662 BR305 -56 20 ARTICLE VIII Prohibitions Against Assignment and Transfer: Indemnification 4 Section 8.1. Representation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property and not for speculation in land holding. Section 8.2. Prohibition Aeainst Redeveloper's Transfer of Propertv and Assignment of Agreement. The Redeveloper represents and agrees that prior to issuance of the Certificate of Completion for the Minimum Improvements: (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property, or any part thereof, to perform its obligations with respect to making the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, • without the prior written approval of the Authority unless the Redeveloper remains liable and bound by this Redevelopment Agreement in which event the Authority's approval is not required. Any such transfer shall be subject to the provisions of this Agreement. (b) In the event the Redeveloper, upon transfer or assignment of the Redevelopment Property or any portion thereof, seeks to be released from its obligations under this Redevelopment Agreement as to the portions of the Redevelopment Property that is transferred or assigned, the Authority and City shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority and City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred. (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority and City, have expressly assumed all of the obligations of the Redeveloper under this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest • whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the SJB140662 BR305 -56 21 • Authority and the City) deprive the Authority and or City of any rights or remedies or controls with respect to the Redevelopment Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Minimum Improvements that the Authority would have had, had there been no such transfer or change. 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 Redeveloper, 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. (iii) Any and all instruments and other documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority and the City. e In the event the foregoing conditions are satisfied then the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned or otherwise conveyed. After issuance of the Certificate of Completion for the Minimum Improvements, the Redeveloper may transfer or assign any portion of the Redevelopment Property or the Redeveloper's interest in this Agreement without the prior written consent of the City or the Authority, provided that the transferee or assignee is bound by all the Redeveloper's obligations hereunder. The Redeveloper shall submit to the Authority written evidence of any such transfer or assignment, including the transferee or assignee's express assumption of the Redeveloper's obligations under this Agreement. Thereafter the Redeveloper shall be released from its obligations hereunder. If the Redeveloper fails to provide such evidence of transfer and assumption, the Redeveloper shall remain bound by all it obligations under this Agreement. Section 8.3. Release and Indemnification Covenants. (a) Except for any intentional, reckless or negligent act of the following named parties, the Redeveloper releases from and covenants and agrees that the Authority and the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless the Authority and the City and the governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring on the Redevelopment Property or resulting • from any defect in the Minimum Improvements. SJB140662 BR305 -56 22 (b) Except for any willful misrepresentation or any willful, reckless or wanton misconduct of the following named parties, the Redeveloper agrees to protect and defend the Authority and the City and the governing body members, officers, agents, servants and employees thereof, now or forever, and to hold the aforesaid harmless from, any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. P P (c) The Authority and the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Redevelopment Property or Minimum Improvements due to any act of negligence of any person (other than any governing body member, officer, agent, servant or employee of the Authority or City). (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. SJB140662 BR305 -56 7 j • ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: (a) failure by the Redeveloper or the Authority, as the case may be, to observe or perform an covenant p y c ondition, obligation or agreement to be observed or p erfo rm ed hereunder; g P (b) Commencement by the Holder of any Mortgage on the Redevelopment Property or any improvements thereon, or any portion thereof, of foreclosure proceedings as a result of default under the applicable Mortgage documents; (c) If the Redeveloper 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 or under similar federal or State law; or P Y any (ii) make an assignment for benefit of its creditors; or • (iii) admit in writing its inability to pay its debts generally as they become due; or (iv) be adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the Authority or the Redeveloper, as the case may be, may exercise its rights under this Section 9.2 after providing thirty (30) days written notice to the non- defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days or, if the Event of Default is by its nature incurable within thirty (30) days, the defaulting party does not provide assurances reasonably satisfactory to the non- defaulting party that the Event of Default will be cured as soon as reasonably possible: (a) Suspend its performance under the Agreement until it receives assurances that the Authority or the Redeveloper, as the case may be, will cure its default and continue its performance under the Agreement. (b) Cancel and rescind or terminate the Agreement and the Redeveloper Note. (c) Take whatever action, including legal, equitable or administrative action, which • may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. SJB140662 BR305 -56 7� ecttr�n ! 3 <: >`: 3Zevest n -Title appert < <zn ufihc�r�ty : r� <. sn :ti ue t`> a isocucnt to • • otivevanee fio Redeu toner., In fihe gent fihat subsequent to :cazzveyange of #h e h Ri' devefti ear ii i. r yr tc� xece� fib the Re eve q r f tie rtif cafe amglet gn ci i ; VI �z�um :Iiz�prcivemefit5 it0:<b HViP0 st uctz€ n lzxaxnux :: Zrz zc .:: �zns:;:.cc�nfQZt :>:: w�€ tlz: fizS =A >:a:uzc:e zzt ...........:::::;: 1?.::::::::::....::...........:.::::::..:.::....:...:.:..:. Y:::...:::.::::::..:....::.:::. .:::..:................:....:.................:.... .......................:.�..... cpn�qu' : : i <:nit:> : tired;: tbzn :th 3t da s'a er < tteri:r a Ge<' rig iY e> u o . ` tc�> the .:.. RdevelQg t cic ski; :az >:€i':et<<c ziavordalxl:;Iea s : >: fihe >::::ede�reo r:» alter >:crJmEmencemhe €tQ±of <;:�.rz::: .rvnenfi :.a�l'fi::: c�nt<zfis:e?zfi?:::fi::$ .et::fi:;the p.: : :::..:::.:....: :...:. ' :.:4::::.::::::::::: ::.... ...:.: eosiio.:<;zrzunTri :rvenfis znciudn ':: die: rzaturea:ar#d: >:;ate:.a.:fihe:co lefi�an Egoism :::.::. >:. '. > <'>:;::<;':;:.<', ;,,;,;:: >:::: ::::;: <::'.::;::::;:.:'. ,:: >:.::<<::.:;.:;. :.;: u ic? ..:: ..: ubs fiza�i :.:::sus ends onstru n .erzsz�zi: °:s ll: ttt t ti : >eur d < ri�rriedi :» s?rfilzrn thr ': ::3.t ': a s after : < <a:;ieeieel:cx :':. z?'o:� >x .. ......:.::..:;:.;::.::......... : e; ed.PVP. er __ iO::: a real staff :fia ees° rimswss aen s.on# ie' 2edeygq `rt of aZen >€> reates she :: ax< �:xa<bce :.:::::.::::::.::::: z:::::. :::.::...x : ::.::: ::::.::::..............._..: ............ .:::::::::::::::::::. ':: <:::: r. ..Bede::: < >::: >'::: » >:;::::;:;;,' ....:.. ::.::::.:.::...:...............................................................- .:.:.::............. .......................:.:�..c? rxzent.::::: ,, :: «<unau nrzze :" rs:..:..:.:�......era�. ;: e n s- x: cumf�rance Qrzen� attach, aid such .taxes br assegrnents shall ntjfi have lien Yazd, �zr the eP?baz :arl€ex:::eved:::c�:: >dschar ed:z::'r�vzsaon:satzsaecz : >::e:::fihe:::utlzor ;.;ade >:£c� P :..: :: <:..:::.::.:::: c >: >or::dzse�Z >: >v�zthrn:::thr :.:: >:::3� :<:::da ;s::at ter .:; < >wrrtten: >:d:b:::tbe .. r if. r.. tytded >: »: #ha:;::: >the::::Redevelc� e:::> s1zaI.<: rsfi::::zzafia::;: >:: >fihe::: >:uon .::::.::::::::.:::.:.. P..:.......: .:::..:.:x..::.::::_::.:::__::. P..:::::::.:::::::::::::::::.::.::::::.::::..::.::::::..:::...:::: :..._::..:..`:....:..:::::.:::: : :i::i::i:- :ii::i: ::::: i::: ii:: i:: i::::':'::' ii':::: i:::::::.:.:: ryii:::::::: i:: i i:::':::::'::-:::;;:: i:}' i :.::::::::::::::: i::::: i... i::':::`.: is :::: ::::::: -: tenttn::€::o:< fih_::c fih ;shed Pa. - .4 SuPh< rnirt::such zziecila t ' vr:tither:lzen::ter:;re azn >ur dzscl ar ed ztctZ:::ennte xc�zdesahe<:utirt ::;a`: e - ::aZe > t.rif. e::> e . :..::..:: az c : I er cre(. D c fi e . z..: ::...:: m..:un::..:... .:Iz.. .: z :::: .::. ursuazzt.:to» h...... fi ba :: r::vfihex:::�b :;. fit€ Sri::' tke�n��nt: ::ef::an.:: >:1zen:::rrr:::�e::: event:: that:: e:> lren<: zs: �rnall.::> de�rrrz�ied : >ta.::lae: >�uatzd:and <..:aresucu:utfifi : e `RerIvIa r:shal:: <. the >:h�azx ;:: >zzzerzzez3xes .... n -the: ..... e�triei ;>.ar . :tr ... s e .the::�e,Y �M P in ter : ';.. rt . €fix >.:<:> ter..eaf <er::an <:cZan e: >rn::tize >'Qwnershr ::er: des €rbutlon:xlzerea':fi:Lhe:Redere€ er:; :.:::;::::: : :::::::.: ::P.: ::: :. ai1h: dente .<::: T:the: > .. rti e5:312: ntr. : >: :. ie::Redeve r:;:r<:fihe:de e ::fih re �uzd: sucvrQlatrc�rfi�Iiatl <rt€€�t:be >ei�ed<wiiit:s %x ::: �.: da .` :s>a�ter:i�r %tte�i::de�ar}d:b : the:�ut�tr� to tne:e€�e���pr e::;>:e er ,u Is.:fict. €th.. _::: vets cvvex�ax�ts xclerhs; P ......:.:...: ;.: P Y .:. ;... Y .: a c <:::..:. s_ cure > sue Qneatr� I arise ;or breach; thi Ah�r€ ;: 3 U: da ::s of tee ;de n an€ frSutl3ty tc3 the fio€� scz; or :: >::IIort a e >:eerctses:::arz ded::b: :::e:o e • -UMCnt :.car � er es < :rerned `: rQvlded :� lau nlfi . n the- :event' :` U defa€rlt :an P a. :......:. e :: tl ;terms' ter ceiq !: tic nsi:p .4 : age; SJB140552 BR305 -56 25 then th < tzthor : s a I :hay..e the ht'.ta re ertter::a cC take:; ssess ;an :t� 'W7 i'arc t o€ fihe: Redeveopmenfi Propey fczvich na; �ertifcat o GQm letion has':been given :arzd to p _ e 'est�t� :c¢r�veped �� �e peed. �ci the �Zer�ev��op�, eixig: tZe rntenfi a€ fibxs pravzsaon� togeth r ivsfib ofihe�c pravzs�ons a the 1reement, that fihe on::ceth >evei »t >te.eteveQ er::sha.te:'aae::; of :artd:;t�t eeds hatritar :. a ... dE :....:........ >..:..„ ..::, ...... :..:... :,....: ... . n. ter : sibs. -.. rnt. to � #� part o tZevpex t remeciy� eud �� abzcgte such .... :.::..:.......: t> t u red at d tri:t e; mariner' tafied s I : s�€�xt � t: <�ts : � tjQi a €l .:: z: . : .. P.;:.:::: dcr a tee €nnafitcm ::u::ax:;€�feutzoz:e� tie #eard:c: tbghs an. zpests the<:edo tezt:::'xa ::ove ed: <t:the.:edeveo ...r a:ta:: >u t.t::ad all ...........: :.::.:::::::::::.:..:...::.: ::: . .: ... , gh s and a€ Elie X2edevelaper, and and ass�gxs aruecesscrs. unteresfi to andn fihe R d e Q t> :: a > ... < Q t::> e: ve fated> im ect�on :::: ::.::::::::.:..::.::::.:�::::.. ::..:.:: ::a:.: ..:ar .�::b.::....::a :: :::.: nts: s..:.:..:::.................. haxe..nQt... been..euxed.. ve rat�id�d>�bo.. . tstartciu _ ` Qr >?:ci €si .. g::::.:.: :.:.:. .:..::.::...: ::.:...:.:.......:::::.:... :..x a 3' ::: . : :.:::..:....:.:::::::::: :::.: €v: reitez` >:oz 'retic. >tzsan:.:a::. g.......:....:..:.:..::.:::.:.:::::..::::::::.::.... ...:.:.:..: ch : :;e�i: I e >O €:< m tion::: as be rfi<issued P - . >:.; .::..::..:.:::...::::::...: :.::::::......::::.:..::.::....:.......: :::::::::....::::::.:::: ii�#�; >; Zesale` >ci €:Rea ... uird'Pro . _rt .. ?osi€Foeit3s`' e: >':: :etin a#heufihor ftde >;fia: >axxar:> ;: ; :. ::::.::...:::::..::> . of fihe Re evoprn. Fz :: pert ar any pax€ fiherepf :> :3 ::the.::. i ::Il > ur an . >: .. ::,re nb�lt�e r; e :its ::::.::::..: P.::::.:: . ::::::: ::: t?.:.. ::.::.:::::. : arts tQ Se theedeelapmenfi prQprt or park tereo€ as soon and In .such manner as fihe utcizt:: ><ha;d: >:: €easzbie:<:: and: ::: >evns�stez�t::::::cab ees::;::?::::::h: >:<1ay.:: • edeerapret plan t� a qualified and responsible part ar parties has cternd. <b the :Xi j ": :..:: u:..: axe .:. lass xrze tiae abizgat ap;�x ma rZ p ng e:N zz�MUM OMCMCmts _ :::::....:::::..::. ? ..............rov tin: >:< >::;�l�..... ad laai::::> :: at € e €c <:> `e >A t r% ..:..:. ...........................: :.: ..: : : .: :.:::::. :.:..:: s:. ::?.:::..::. :.::.::::::::.:..._ ...... .:... ts ........:. :..........:...... ..:........... acar.:€zc;:;::> the: <:<uses:::s eced< >f�r >: ::such: <:devea tint >::Pxc� . ...<:;a >::: arfi ><terea €ir;:th Zederelo'lnTpc�nxch reate.xx€ the Recieropme?ropertr7 e::proceerscsI ;.::. :: :.: : .. ..::....:..:.:::.:..:...:..:,:. ... ... . aFPlec e::uc�r .:::`or:: >aii >::sts:::and: < >ex es::ncurr <:<:the o'a uaciadug buff Hat hm #ed t� saazes �fzei� xn cc�zuzee#u the recaFfiuxe, e:: 2edeY - ment;:: >i: .e . <::ar:: :: >theren ::::.ut::less:an.:: me e:;. rg e r�r.::: eren ::m::cflnnec tan:> fib:::Suc ::Mmi ement :::.::...:.:... ::::::::::::::::.::.:::::::..... .:.................... .:::::...:: :.:::. a taxes assessmts, and tt. steer charges nth pe Reclei,ptrae cz ereo ' :v >:: r ....u...tht> :::::...::: : >::.:: lQ roxz. < :::::::::::..........................:::.::::.:::.:::::.:...:...::. F::::..::.:: .::.:.: :..:.:::..:.......:..::: :.:::.::: ...::...:... :..::.:.;.:::: :.::. ssn:ar:: >such crgetr:te period oaf or_tberea€ b the:iuth€�rt?, ata ik ed.;b::> _ihe:. lutb4D :::assess�n :.:.:.::....._ :.:::..::::....... .:.....::.:.. :.. :.....:...:::.. ..i ig� }. a - been pa�abie z� tie Rede�� lop eFt Prapext� s�rere n€�t so ��eznpt }� .... �y pments:ir risr3f�.ae ;cser ". ...encpaiiees fir. Fens 91 €r t iaa ::::::..... g ::.:.:....:.. RedeeQ zt:'rQ it feted: at::the :tnze 4f:xevestz�n < > €<fi€ie;:tizeretcx >::::tetkzrat :::F ::::::::::.:...::::.:..:.:::.:::: ..::::.:::::: ::::::.::......: :. su emi nrr,brances.:: r ;l e s ::........... - .... :..:...:. :...:.::::.:: ... : the Rede la e t &< Successors : : : ar : tai s ere::::::' .. F,.,., ..:...y e�€pediires; read : ar Qiau�rts ttredv,th red :' t to_ �e:knr cameati :xf: t ��xnum ��nprovem�n#s o� � >paxt �exeo€ an the �rde�elapm�nt prr���r �x part t�exea�, and pro�ectec� >�QSS �� '�`�� increza�ezit �rozri the : �ede�e���rei�� : �'rr�gez°t� :due to e d���� u €i��e�opment a� recie�elapment o€ the Redevelci puert� pr�pert� causeri b� - .the de €ault d€ t� SJB140662 BR305 -56 26 Reel vetoper; < nd any:;;arriounts.<: - awn : LLithc�ri �i < the .lze�euelo r �d its successor or transferee, and lSec net; tip remt�ursethe Redevelo er ;; �fis. successorr�r ,brans£ereeu.::tof)aunfi ..:. ' X;:. xerrict ...;::. ' ale 4sited b ,'t.#.:eev'V±a tdeeo: . gt .......... 4.. : :. .....: :•:. .� .: . .... .: . :. :.:::: .. ..:.::: .. .::.:.::.i:.. :.i:::'.i:.i':.:::: :.: - .:':vi:4'.:: n'f..::.::.:::.i:.:i.. :.: :.:::.ii: �: ::<•:4:.:.:iii:i.:::.i:. :..4.:.: ?::.iiii: iiiiiii::.i.: rev n sl r irn t s and .... -:; .; .... s _: _:.>:::.>: :':.;':.;':.;::::::: .:.�;::;;: <: ::;; :;'s'.>:.>:: ::r :, :.:: ..::.: .r... ::: .:' %'::::-' �`::,.»:;':^•::;:; r iiYi` i:! ::i`>::::::�::; ::: ' >; :: "::: o-: >::a;;: : •.;::;;:::::.::::o::<�::.::;:.: he;nzn:I zceznz; >?z::iheRedevela znen:::Prc .ezt :<.r:::: axl: >lirei?f`Ies.'2: carts .: :.:...::..::. P..::::::::.::::..:::::::.:::::::: .::::..:.:.......y. :.g.:::::.:. ar:: r cai t ictra irii. or: a GM. :the A reernet t:or: >the:<> edeve lt+ mend: >'ra :: :::::::.: ::.:..Y.....:::..:.:.:...:..... � :...:....:.. :..:::. :..::::: e.:.:::.:::.:::.::::.::..:: :::..:.:...:::.:..::...:..::::. art' ;: >bance <�rerrtarrttt? Le :such > >retni ter tints:::' a l:<..... d <.:. 4 ..: ,... ts Section 9.A No Remedv Exclusive. No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, 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 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 Agreement. • Section 9.A 6. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 9.A 7. Attornev Fees. Whenever any Event of Default occurs and if the City or the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due, or for the enforcement of performance or observance of any obligation or agreement on the part of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within ten days of written demand by the City or the Authority, pay to the City or the Authority the reasonable fees of such attorneys and such other expenses so incurred by the City and the Authority. SJB140662 BR305 -56 27 • ARTICLE X Additional Provisions Section 10.1. Conflict of Interests: Authoritv Revresentatives Not Individuallv Liable. The Authority and the Redeveloper, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his 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 Redeveloper, or any successor in interest, in the event of any default or breach by the Authority or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Nor shall any owner, shareholder, manager or employee of the Redeveloper be personally liable to the Authority, or any successor in interest, in the event of any default or breach by the Redeveloper or for any amount which may become due to the Authority or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal EmDlovmeet Opportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state and local equal • employment and non - discrimination laws and regulations. Section 10.3. Restrictions on Use. The Redeveloper agrees that the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to the operation of the Minimum Improvements as a commercial facility, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and • SJB140662 p BR305 -56 ?O • (a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 7030 Brooklyn Boulevard, Minneapolis, MN 55429; Attention: David Nelson; and (b) in the case of the Authority, is addressed to or delivered personally to the Authority at 6301 Shingle Creek Parkway, Brooklyn Center, Minnesota 55430 Attn: Executive Director; or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recording. The Authority may record this Agreement and any amendments thereto with the Hennepin County recorder. The Redeveloper shall pay all costs for recording. Section 10.9. Amendment. This Agreement may be amended only by written agreement of the parties hereto. Section 10.10. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of Minnesota. • SJB140662 BR305 -56 29 ARTICLE XI Termination of Agreement Section 11.1. Option to Terminate. This Agreement may be terminated by either the Authority or the Redeveloper if closing on acquisition of the entire Redevelopment Property by the Redeveloper (or the Authority under Section 3.2) does not occur by December 31, 1998. Section 11.2. Action to Terminate. Termination of this Agreement pursuant to the first sentence of Section 11.1 must be accomplished by the giving of ten (10) days written notification of a party's intent to terminate. Section 11.3. Effect of Termination. Following the termination or expiration of this Agreement no action, claim, or demand may be based on any term or provision of this Agreement relating to events occurring after the date of termination, except that the Authority shall be entitled to retain from the funds deposited under Section 3.2(iv) any amounts necessary to reimburse costs incurred by the Authority in connection with acquisition of any portion of the Redevelopment Property, and the balance of such deposit shall be returned to the Redeveloper. Further, the Redeveloper's obligation under Sections 3.8 and 8.3 shall survive termination under this Article. i t SJ3140662 BR305 -56 30 IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA } SS. • COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 1998 by and , the President and Executive Director f the he Economic Development Authority in and for the City of Brooklyn i P Y tY n Center, Y Minnesota, a public body politic and corporate, on behalf of the Authority. Notary Public SJB140662 BR305 -56 31 it BOULEVARD SHOPPES, LLC By Its STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1998 by the of Boulevard Shoppes, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public • • SJ2140662 BR305 -56 j? SCHEDULE A REDEVELOPMENT PROPERTY [Insert Legal Description Here] i S.;B140662 BR305 -56 A-1 ® SCHEDULE B CERTIFICATE OF COMPLETION WHEREAS, the Economic Development Authority in and for the City of Brooklyn Center, Minnesota, a public body, corporate and politic (the "Authority "), has entered into a Contract for Private Redevelopment dated , 1998 (the "Agreement ") with TGI Friday's Inc (the "Redeveloper "); and WHEREAS, Article IV of the Agreement contained certain covenants and restrictions regarding improvements to certain property; and WHEREAS, the Redeveloper has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the Authority to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all building construction and other physical improvements specified to be done and made by the Redeveloper have been completed and the above covenants and conditions in Article IV of the Agreement have been performed by the Redeveloper. This instrument is a conclusive determination of the satisfactory termination of the ® covenants and conditions of Article IV of the Agreement, but any other covenants created by the Agreement shall remain in full force and effect. ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, MINNESOTA By Its President By i Its Secretary SJB140662 BR305 -56 B -1 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) On this day of , 199_, before me, a Notary Public within and for said County, personally appeared , to me personally known, who, being by me duly sworn, did say that (s)he is the President of the Authority named in the foregoing instrument; that the seal affixed to said instrument is the seal of said Authority; that said instrument was signed and sealed in behalf of said Authority by authority of its governing body; and said acknowledged said instrument to be the free act and deed of said Authority. Notary Public STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) On this day of , 199_, before me, a Notary Public within and for said County, personally appeared , to me personally known, who, being by me duly sworn, did say that (s)he is the Secretary of the Authority named in the foregoing instrument; that the seal affixed to said instrument is the seal of said Authority; that said instrument was signed and sealed in behalf of said Authority by authority of its governing body; and said acknowledged said instrument to be the free act and deed of said Authority. Notary Public SJ3140662 BR305 -56 B-2 SCHEDULE C Tax Increment Note UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER No. R -1 $ TAXABLE TAX INCREMENT REVENUE NOTE SERIES 19_ Date Rate of Original Issue • The Economic Development Authority in and for the City of Brooklyn Center (the "Authority "), for value received, certifies that it is indebted and hereby promises to pay to Boulevard Shoppes, LLC or registered assigns (the "Owner "), the principal sum of $ and to pay interest thereon at the rate of % per annum, as and to the extent set forth herein. 1. Payments. Principal and interest ( "Payments ") shall be paid on August 1, and each February 1 and August 1 thereafter to and including February 1,1 ( "Payment Dates ") in the amounts set forth in Attachment A hereto, but only to the extent of Available Tax Increment as hereinafter defined. Payments shall be applied first to accrued interest, and then to unpaid principal. Interest accruing from the date of issue to the first Payment Date shall be compounded semiannually on February 1 and August 1 of each year and added to principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United Sates of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. • 3. Available Tax Increment. Payments on this Note are payable solely from Available Tax Increment, which shall mean, on each Payment Date, percent of the Tax Increment generated in the preceding six (6) months with respect to the Redevelopment Property SJB140662 BR305 -56 C-1 and remitted to the Authority by Hennepin County, all as such terms are defined in the Contract for Private Redevelopment, dated as of , 1998 (the "Agreement ") between the Authority and Boulevard Shoppes, LLC. Available Tax Increment shall not include any Tax Increment generated by the Redevelopment Property if, as of any Payment Date, there has been and is continuing an Event of Default by the Redeveloper, as defined in the Agreement. Notwithstanding anything to the contrary herein, the pledge of Available Tax Increment hereunder is subordinate to the pledge of Available Tax Increment to the City's $4,560,000 Taxable General Obligation Tax Increment Bonds Series 1995A and any bonds issued to refund such bonds (the "Series 1995 Bonds "). The Authority hereby covenants that, so long as there remains unpaid principal and interest on the Note, to the extent that debt service on the Series 1995 Bonds can be paid from the sources pledged thereto other than Available Tax Increment, such sources will be applied prior to the use of Available Tax Increment for such purpose. The Authority all v obligation i e n this Note on s have no obli anon to a principal al of and interest o N Y b pay P each Payment Date from any source other than Available Tax Increment, and the failure of the Authority to pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. If on any Payment Date there is available to the Authority insufficient Available Tax Increment to pay all amounts due on such date, the amount of such deficiency shall be deferred and shall be paid, without interest thereon, on the next Payment Date on which the Authority has available to it Available Tax Increment in excess of the amount necessary to pay the amount due on such Payment Date. The Authority shall have • no obligation to pay unpaid balance of principal or accrued interest that may remain after the final Payment on February 1 2011. The Authority makes no representation or covenant, express or implied, that Available Tax Increment will be sufficient to pay all or any portion of the principal amount or interest on this Note, and makes no representation or warranty as to the method of calculation of Available Tax Increment, which shall be determined by Hennepin County. 4. Optional Pret)avment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 5. Termination. At the Authority's option, this Note shall terminate and the Authority's obligation to make any payments under this Note shall be discharged upon the occurrence of an Event of Default on the part of the Redeveloper as defined in Section 9.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 9.2 of the Agreement. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $ , all issued to aid in financing certain public redevelopment costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through • 469.047, and is issued pursuant to an authorizing resolution (the "Resolution ") duly adopted by the Authority on . 1998 and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. SJB140662 BR305 -56 C-2 ® This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Reeistration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Executive Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Economic Development Authority in and for the City of Brooklyn Center has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER • Executive Director President SJB140662 n BR305 -56 C'� REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Authority, in the name of the person last listed below. Date of Signature of Registration Reeistered Owner Executive Director SJB140662 BR305 -56 C-4 ATTACHMENT A Payments and Payment Dates TOTAL DATE PRINCIPAL INTEREST PAYMENT • SvB140662 BR305 -56 C -5 • SCHEDULE D QUIT CLAIM DEED THIS INDENTURE, between the Economic Development Authority in and for the City of Brooklyn Center, a public body corporate and politic (the "Grantor "), and , a (the "Grantee "). WITNESSETH, that Grantor, in consideration of the sum of one dollar ($1.00) and other good and valuable consideration the receipt whereof is hereby acknowledged, does hereby grant, bargain, quitclaim and convey to the Grantee, its successors and assigns forever, all the tract or parcel of land lying and being in the County of Hennepin and State of Minnesota described as follows, to -wit (such tract or parcel of land is hereinafter referred to as the "Property"): To have and to hold the same, together with all the hereditaments and appurtenances thereunto belonging in anywise appertaining, to the said Grantee, its successors and assigns, ® forever, Provided: SECTION 1. It is understood and agreed that this Deed is subject to the covenants, conditions, restrictions and provisions of an agreement entered into between the Grantor and Grantee on or as of the day of 1998, identified as "Contract for Private Redevelopment" (hereafter referred to as the "Agreement ") and that the Grantee shall not convey this Property, or any part thereof, except as permitted by the Agreement until a certificate of completion releasing the Grantee from certain obligations of said Agreement as to this Property or such part thereof then to be conveyed, has been placed of record. This provision, however, shall in no way prevent the Grantee from mortgaging this Property in order to obtain funds for the purchase of the Property hereby conveyed or for erecting improvements thereon in conformity with the Agreement, any applicable development program and applicable provisions of the zoning ordinance of the City of Brooklyn Center, Minnesota, or for the refinancing of the same. It is specifically agreed that the Grantee shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements thereon, as provided in the Agreement. • Promptly after completion of the improvements in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument so certifying. Such certification by the Grantor shall be (and it shall be so provided in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants of the SJB140662 BR305 -56 D -1 • Agreement and of this Deed with respect to the obligation of the Grantee, and its successors and assigns, to construct the improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Grantee to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the purchase of the Property hereby conveyed or the improvements, or any part thereof. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder, or Registrar of Titles, Hennepin County, Minnesota. If the Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, the Grantor shall, within thirty (30) days after written request by the Grantee, provide the Grantee with a written statement indicating in adequate detail in what respects the Grantee has failed to complete the improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Grantor, for the Grantee to take or perform in order to obtain such certification. ............................... SECTION .................... .. ............................... nthy :evezttthe:zitee::herein:shall: rior::ta:th::recordin cif:the<Getifcate_itl:c�iri letQtz ::;:;::.::: } P......:. :::..;: ;:;;: >:::;:..; ..::..::.::: P.. :;.......................................::.........:......................................:...:..:.:.........::.:............................. ............................... here #na fi ; >re.le . • >: <> Subjet t:;;TJaucitdable Bela as: cenedz�:the:A zeziez }<az c€rrtst vc n; o ie zmr� r v r . n ts : as : de iiet :: n AA : eement: n; n czrrt t _.. ..::..:.:.:. . t..:`;:' eezrzent::: >an:: >sch:::azl�u zs:zzof:<:uzed >: >wT un:: >zz;:< >' 3;t?':da :_ftr:rxztten r OT IC > Q e as tQ Wll : rant tc .......:......:.......:..::.....::..:..........::: ::.::::::::..: :::::::::.:..:.:: ::::. ....... : ......... .:.'.:::::•::.::':.::::::::'.J: ii ii.....: ^:.::.:i:.: <> >ub tt >izrlaSle:I3e1 "s:s'ened irnen ::; Kati >Q:rr .::.:.: ::.:.:.:::::::.:....::.:::::::..-:::::..:.:::.:::. :::::::::..::::..::.:.:::r:::.: : :._ :::::::. xga ans nth : : re_ eet. :.cons z az ;:; :tithe';: min royb n h ::. as azu' it u a z T ; : :> : sue ::ehd :<cc z lzu t r.. aricl> ,.:..:.:.. : : : : :<;.: ,.:..: : u_aandunment or suspension shallt be cured, ended or reinec led wnthin ;:.. : ....... . ::.:::.:.::::::.<.:::::.:::.::::.:'.:.: : : : : : :....... : : : : :... : : : :. : : :.. : : :.. :. :. :.. :;: .. Eazl to pay rea e$tat. taxes or assessments on the I'ropexty or any part f v er ume, :.pr .' .. , ee f€, an cu it e Dr. er u the Pry <unautl arzzed :_ :_b A eeinent : t €th:::€he : >Graritt�r > : >'Or. shall.: puffer< :ate " >< : : terialmen : : :s :. >: r > :< : :rnechati� : :> : > : > :hen < : : :> r > : :: :are : : :: :..other encumbrances or 1 iens to attach, and such taxes or assessments shall not have crz paid ox the en�hranc he .z z oyed or ti scharged pr p c� ari sat sfsctory ;the`rraorcforsuIi' : rirris rerizcl :tar :dischar :e >u�thin<u : : : <LI : :da :.s :der : :. : :.::::::.:.:.:..::::..::::.:::::::.:::.::::::::.:.:::: .::g:::: . : : :. : : : : : : : : : : :: :: : : : : :. :..... : :_ : :... :. : :....... . wrztten zed: :tie bran OT do $orowided .ghat z theanee shall first nctxfy the tents. C . zt.i . , n ; . 00ctath`ct`an`iehaic : : : : : :: :ether: :;hers : :. y.... g..:::.::::::.::::::.._::::. :y .::::.:::::::..::::.::: lesr:: Pest bh he : ii € : >: :> :such. :e.cn. the_ Grantor: ha ) :; : :' ii€ siiel :�iechari�es ; : : : :tar> :rater »:;::..< 1 eri 0 it- i aif its eti ;'aid :< ;unsatisfied. : ;durin . the< erz€ : : ;<zfest : : <and: ;fin a l f ;thy >_ >Cr to : ra ides:: the �rrmwr :<: vzth' :a haiit .= letfer : : >of :credat :: :the 4 f the . xezz �r such flth�z collateral _ as the. GTan Qr may request, all iTk a forziz aistaetryr ° >tz die Crrantir s tlt the amount. o u leri. wild :ire. aid zn the euerit. that p..:.... SJB140662 BR305 -56 D -2 the Iieri rs firiadly deerrntneclQ e valid and,dur�n tie course cf'.sucontest:the rntee shah.l eep ©r informed : resraectin the „status of $.uc i'defense:, ax a o . rmifi zioiatzcir af.ze'A eerieii "ai trsfir o.1'Pra art ors?ar:bereo;r hu e> < rhe Qesh c�:srstcct `h Ctee4 .. ::. o nth respect t the tdri tity`of the ;pa%es �€n cxanrdt oaf t< ar the „degree theQ; suzloa sl not tae t wth�z:'.().ciaysex r?z €exl demand ................. y the grantor to i Oranree i<...... `l; ;< ?v t an : : of:: t cavez�ant$ :tx ider;:ttie et ent d; it::tca .::. :.:......:.::.::.;:: cuxe R.—Apa om lta�zce::tarbroac wd in wi' JJ .' ::after;: .tteri�'en a F.:::....:: use :c r :.: zit: >'a :tiefauIt w ide <: ` M-ft a e> si ck ttzat < be: Qldeir e ::an 6 awe exerelses : an . ?;;rerned _: rouided b . >the :IMort e < ocuments::t r: e r rc s . .� Y ........::.::::.::.::::.. re�€ieproet�;< <?v Viz` etuit the ;:.;; .: >.: . <; .: :.:.; >;::.::;; ;::.:.:.; .<:: ,.::.:.:.;;::,.. ,...::: ; :.;;; ;.;:.::. :;:;, .:.. the >; shah »?ae:_:<> ft:t:;re- enter::dtal�e . ssessioti:t�f::th:; >;Pro ::«utd:tc t en.m . ..... . nate: zzd reuesr n;:;�1 ra fiat; >ttZe:; state: cc rzve_ d :ti . > >thts : ?eed:# is t e:: �raritee >: fis: a t ss s .... .._.:: Y ..::.............:::..::::: .:...:::::......_........�.::: :::tom::. c ce su ss Jn >rnt ht:tt:: rit s: >:::; :::.:..:: I>: ;>..;. ere :::.;:::.. :.:�".::.:....:.o:::.y:.1:.ie cents` sated in:<:econ. a - ha. e. rvt::ricied within the`.irine p ric is - provi, ed ��a. • SECTION A 3. The Grantee agrees for itself and its successors and assigns to or of the Property or any part thereof, hereinbefore described, that the Grantee and such successors and assigns shall: (a) Devote the Property to, and only to and in accordance with the uses specified in the Redevelopment Plan approved as of the date hereof; (b) Not discriminate on the basis of race, color, creed, national origin, or sex in the sale, lease, rental, or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof, (c) Comply with the provisions of Sections 5.1, 6.1 and 6.2 of the Agreement relating to insurance coverage, the timely payment of real property taxes, and maintenance of taxable status. It is intended and agreed that the above and foregoing agreements and covenants shall be covenants running with the land for the term of the Agreement, 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 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 party in possession or occupancy of the Property or any part thereof. SJB140662 BR305 -56 D -J In amplification, and not in restriction of, the provisions of the preceding section, it is intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and covenants provided herein, both for and in its own right, and also for the purposes of protecting the interest of the community and the other parties, public or private, in whose favor or for whose benefit these agreements and covenants have been provided. Such agreements and covenants shall run in favor of the Grantor without regard to whether the Grantor has at any time been, remains, or is an owner of any land or interest therein to, or in favor of, which such agreements and covenants relate. The Grantor shall have the right, in the event of any breach of any such agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled; provided that Grantor shall not have any right to re -enter the Property or revest in the Grantor the estate conveyed by this Deed on grounds of Grantee's failure to comply with its obligations under this Section A 3. SECTION A 4. This Deed is also given subject to: (a) Covenants, conditions and restrictions contained in Redevelopment Plan for Housing Development and Redevelopment Project No. 1, as amended as of the date of • the Agreement. (b) Provision of the ordinances, building and zoning laws of the City of Brooklyn Center, state and federal laws and regulations in so far as they affect this real estate. SJB140662 BR305 -56 D -4 SCHEDULE E ASSESSMENT AGREEMENT and ASSESSOR'S CERTIFICATION • By and Between ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, MINNESOTA and BOULEVARD SHOPPES, LLC This Document was drafted by: KENNEDY & GRAVEN, Chartered 470 Pillsbury Center Minneapolis, Minnesota 55402 SJB140662 BR305 -56 E -1 • ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the day of , 19_, and between the ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, a public body, corporate and politic (the "Authority ") and BOULEVARD SHOPPES, LLC (the "Redeveloper "). WITNESSETH, that WHEREAS, on or before the date hereof the Authority and Redeveloper have entered into a Contract for Private Redevelopment (the "Redevelopment Contract ") regarding certain real property located in the City of Brooklyn Center, pursuant to which the Authority is to facilitate development of certain property, hereinafter referred to as the "Property" and legally described in Exhibit A hereto; and WHEREAS, pursuant to said Redevelopment Contract the Redeveloper is obligated to construct certain commercial retail facilities upon the Property (the "Minimum Improvements "); and WHEREAS, the Authority and Redeveloper desire to establish a minimum market value • for the Property and the Minimum Improvements constructed thereon, pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; and WHEREAS, the Authority and the Assessor for Hennepin County (the "Assessor ") have reviewed the preliminary plans and specifications for the Minimum Improvements and have inspected such improvements; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. The minimum market value which shall be assessed for the Property described in Exhibit A, together with the Minimum Improvements thereon, for ad valorem tax purposes, shall be $ as of January 2, 2000, notwithstanding any failure to complete construction of such Minimum Improvements by that date. 2. The minimum market value herein established shall be of no further force and effect and this Agreement shall terminate on the earlier of the following: (a) the date of last receipt by the Authority of the final payment from Hennepin County of Tax Increments from TIF District No. 3; or (b) five years after the date of the last receipt by the Redeveloper of any payment on the Redeveloper Note, as defined in the Redevelopment Contract. The event referred to in Section 2(b) of this Agreement shall be evidenced by a certificate or affidavit executed by the Authority. I This Agreement shall be promptly recorded by the Authority. The Redeveloper shall pay all costs of recording. SJB140662 BR305 -56 E -2 S 4. Neither the preambles nor provisions of this Agreement are intended to, nor shall they be construed as, modifying the terms of the Redevelopment Contract between the Authority and the Redeveloper. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 6. Each of the parties has authority to enter into this Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Agreement. 7. In the event any provision of this Agreement shall be held invalid and unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. The arties hereto agree that the will from time to time execute acknowledge P g Y e g and deliver, or cause to be executed acknowledged and delivered such sup plements , amendments g � PP and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property or the Minimum Improvements, or for carrying out the expressed intention of this Agreement, including, without limitation, any further instruments required to delete from the description of the Property such part or parts as may be included within a separate assessment agreement. 9. Except as provided in Section 8 of this Agreement, this Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 10. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 12. Nothing in this Agreement shall limit the discretion of the Assessor to assign a market value to the Property in excess of the minimum market value specified herein nor prohibit the Redeveloper from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes, provided however, that the Redeveloper shall not seek a reduction of such market value below the Assessor's minimum market value specified herein in any year so long as this Agreement shall remain in effect. SJB140662 BR305 -56 E-) ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By Its President By Its Executive Director STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) On this day of , 19_, before me, a notary public within and for Hennepin County, personally appeared --------------------- and the President and Executive Director, respectively, of the Economic Development Authority in and for the City Brooklyn Center (the "Authority ") named in the foregoing instrument and acknowledged said instrument on behalf of the Authority. Notary Public • SJB140662 BR305 -56 E-4 f BOULEVARD SHOPPES, LLC By Its STATE OF ) ss. COUNTY OF ) On this day f 19 before me a no public within and for Y —, � tar}' P County, personally appeared the of and acknowledged the foregoing instrument on behalf of the i Notary Public I • SJB140662 BR305 -56 E -5 CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the values assigned to the land and improvements are reasonable. County Assessor for the County of Hennepin STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 19 by , the County Assessor of the County of Hennepin. Notary Public s SJB140662 BR305 -56 E -6 EXHIBIT A of ASSESSMENT AGREEMENT Legal Description of Property • e SJB140662 BR305 -56 E -7 IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its behalf by its President and Executive Director as of this day of , 1998. ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By Its President By Its Executive Director STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) On this day of , 1998, before me, a notary public within and for Hennepin County, personally appeared and to me personally known who by me duly sworn, did say that they are the President and Executive Director of the Economic Development Authority in and for the City of Brooklyn Center (the "Authority ") named in the foregoing instrument; that said instrument was signed on behalf of said Authority pursuant to a resolution of its governing body; and said E. and acknowledged said instrument to be the free act and deed of said Authority. Notary Public This instrument was drafted by: Kennedy & Graven, Chartered 470 Pillsbury Center Minneapolis, Minnesota 55402 SJB140662 BR305 -56 E-8 CDUE:::' PET t) '4R PUBLIC: I YIP tt? E EN A ND :: A ER <(?P PEC , AS S N`�'::APPEAL THI nad.€s. ;:;pia :: z� ::::::: >:: >:: >:: >::: >;: <: <:.::.;:: >1:98 <:> >and:::between;th X . x :::::::::.:::::::::::::. .....:: Y:::::::: ±:::::::..:: x.::.. Y::::.::.::..::..:. :.::.::::::::.:::.:.:_::.:::::Y ook .. , e zte <`> ,:lVlaTuaies zttzitci . t o o a iQ :: e " �� ' .. d : 3'ai ievard.: he <: 3'.::: ::::::. :..::..Y PP.::::._..::::::::::..::::..:::::.:::.:. Y::.::: ::. :.::::::...:..:..:::::..:::. .PP::. mted Izarl. ..:.:...:::...:......................:...... ...:.:..................P...... ..... ............................... SSE'< A '#he:wners the<ee >»?ner::�ertatn::r rc� o ..:<. the: >::<u .o..: g ated in tie: :. d:. aII : : n.: ttacizn end e: '10 ;1& <herel : art. he l .......:.::.:.:.: .::::.::.;...:.:::...:.;:.::.:: u ....... ..:.P.::.::.:::.::::.:.:::. >::: aid E. ZE r <de$ re eve ; :the: uh : t >:'rt� er€ uan :<t�: > fie: Gr :':s _... :.::. :::::::::::::::J:..::::......:. .::.:...: P.::.::::.:.:_:.:: :::::::.::::::..::.::.:.3'.::.: •f rdzar}ce <ai X. Mgt e devei0D.rnen fl the Subleet cape zit reeiuzre the cons ctzc n €) etan> ;uhikc >am zouernents <ec�risti n <:::nf::::a stanafierpan >:: : >order.::::EO::seue::: >e ... : :: : :.... :.::::.::.:::.:::::::::::::::::.::::::::::::::::.::. :...::._::::.::: ::. :::::.:::. :. tb'ec >Pro tiie<nie .:....: :... e :...............::::: Qai o: >d:.i ... meri :...:::a ... t : Pro eci. r hFeh .::recess....:..:...::. _ .. ::.....�?.......:.........:.0 . . .::: : ::::::::.:: :.................. ............................. ................................... ............................... . ut�jectres desire de C1ner as requu,f"ar aprai theit d RE`'>Ce >: i?iie;n es:::te:�t rar �rient:'rQ it<t? .::::..:::.::: :::...........:..:.::.......... .:.:.. _.......... _ . y ...............................................................:......:._- .....::::::::::::::.::.:::::::. - v t e:fl .hear fear n nn:€ e I n rQ ei # vu€ hee: r n ;c f e Qr:he iu . - g Qtz t : cti<assesszzerztseied: ci:: €:. a e e ec :::::and >;: ::::ie.: »: a::> .. rt . :: >€ .:. :...... .:..-:.:: ::::::..::.::::.: :: :: :.:::..::. :..::......:.:._: t.:: u? . ree. -. : o zn_rt.: Fro............. ._..........u3r ::... ::..::.:..€ ?? i ...... . ::.:.:::: :::::.::::::.::::::........--:.:..:::::.:: :::.:: :.:: :......::.....:.:.... .. ....:::.:_ :::::::::: :: :::::::.. ...:.:::::::.:::: I .:::::: :::::: ::::.. ....................... ............................... I a oven e . TO e au}st:: the: e t Pro REie€ >z''%lri'` t:asstruet . . ............. ..... . :the:;.Iri rreert:::'r:.g ect<:n aec�rcianee:ith ... .......................... ............................... .................................................................................................. e. e uest:: >bv :: e: Owner: end;; v�ti�0u _ such::n ©tze s :o : >:lieai s ouii d:::tlie assurances ::and i �:.......... ........................... _:.: eo�e� t§:. ereina er:.stated:are;rnade b the :O of tq`t site that; t it >`.: %il e a1id' az 1 . - Y ..... SJB140662 BR305 -56 F-I ealtectal ''.speciassessmerits "as';tlie relate to to Sub efi;1'res ta:nance cost: :af >th �i ;:...... :..pY ..........::.....:........ ......:.. . Irmpror?e neni'Pjecx :and 15 tVetotl~ Q: tf�e. assurancesdc6rt ::hritafte:..avi.I�><€':i :.: : :::::.::..:::::.:::::::::::::: ?:::.:::.: �::::::......... tivottldiotistzuc:t °Z zveztienf.:Pry ect: without ::su�li:is >zicl'.:alri s: :azid`xs:dc F::.:..:. :.. I :...........................::::. :..:.::::.:..:::::::.:.:::::::. _:::.::.�....::.: .......... all'tZe?ist; er;;th t :0f he;szez ........ ;:.;:.:...:...;; .............:: <:..:..: . ..:'...;....:.................. E R EEfl E 7 ; < " ; :B4SI ' >tJ 1 E >:: 1 TA ;<> f S E1 AI : AND TER PRQ�13E�? IT��.HEREZ3'� A�RI�E1�:8'�: J�,:I�Ir'I SEEN ows �uvner..he �'rove t e.. :...e ... ... .. the Ci ' : `for. cortstr.. bn' ` ' 1 .......... . :... . . : �.1?.:.::.:.:...:..:. ; J:::.::: as;gex oral : shr uixz are �tfiaehrrier�t. we iiz I > Zereb ria <a< ez z f reets:::id ,warranfis.: that:: >zt<s<; fibe::::ver::;::> :fly::; ... tcezt4te c l r »tc >:ez cu ber«::the . .i. i.:::::: �de :: J: ;;:...s::;: <.:,�.;:: >:..;r.�.;,:.:: is k : i;s:,; : :: ub cct PrQgert ns herein Zravd, and that as the date hereof; it has fee .;as�trt< >fie'z>€h'izb Pra >IZez €ersts<ar<iciran e t a:> listedt; ttaehment <`I`hree::a€tache::hrat �:.:. ...::.:..:: ::::::::::.::.::::...:..::::::::::::::.:::......,:..:..::::....:..:.:. ....................................................................................: ::................... >::.:..;: _ ...................... " ........ . F > > ue is that:::::1:EIfl::> rGent;:c f:<tW �<t11e : u� rc vement:: r�r ct:::: ssesse tte<ub et.Prt ert :'The<f.ziefi<idepwds: < :fi?affih o t?cft ri °: ve ex�t.Fro ect:w it etermined waccor. -i ce ya nn6b aoter. zacti s and t at snc »eos z�ra be s assessmen . sha11;.tae.. yid..in. semi. manual es si�ien€ s r. a . y az.p. r zac ; a vx axe t Z.s anc axc z y. as .. ... ......... ......... �Zrae�icesand_s�a�l<�ar intexest at °� °, r mum_ zes::::n itre € f:liear � >aiid::l ea i rsiAattt< unno -Sata: ; e S. ccttan_ ;::on:fihe:Irn xotexrzerzt Pro ec an : nt��rce < hero <and: ear :z :fan e sec�al asessFnents Ie�rsed to fiance the Imgc�ernent PrQect g�uant fiQ 1 irn esQtn statutes,..see:: 1QI3 42.061: a : `c fica€1; €e ts;tliat;:t. iri rQ i t PcIet: bosrced:and::s czal ansteb ccrc ' .. F.... ...........................:'. '.'.: ' erfar itl3Q> ergs . . ::.::..::....:...:.:.......::::..::.::::::..:::::...:::::::.::...:..::::::.::.:;:..:::::.:::...::::: :.:::::: : :::::::::::.::::::..:. ?s >:::::e r��ht . tQ ; >:a eal ::;::fie: »Ir*'::::czf:::::s c }al >:: >:asssstints :; a0cc�w. oe<_> l s < eernent irsu t'<ta :lti?Iii to s tta< tat ites':secti ©i . BI? Qr : eappart c ntn r t th reaf V nn . ar d: t 1�ISI -:;g s i €:;> €Q;:> esata : Stab tes,: g eet�ora 42 #J7:I, d , ox Qtherti�rise} aizd �ther iecif Ball agrees`;�v th xes ect . tv> h"": ca" ... sszri izfs: +�ainst t1ie:: zI3 "eet:P e; <br :rea . ,tion menfi:that SJ3140662 1� BR305 -56 i "2 ,.. y re semen. of Minnesota .statutes a ° ter: 423 ,tivit ` v icl ;tie ; i does notmI are herel?y by the f3rrzcr; B`:Tli >€ncrease: >:in fair.:market<< value >tche:<u'eGr: >:Fra ert.:'esultn <frarn e ;to>the;<:fiotal;cz�st.s . c�:fed;; <. ra . a h:: >above <:and;:;that: z�case .::iiarzrzarket;alue: >s >:. ero:: >< ssessrizezztaf :::tlxe:;:cvst:::vf fide:::> zoue�er�fi >:;Prc� .ecfi:: >a a�n$t: >thula ect :..:.:::..::::...1.:.:::... :. :.........;:.....;. t?r V y psi tiled herein is ruah e fats end �tahte, ..:::;.:...::: ? :.. afher a rt es:<a a pst ;which such mcnfi cc sts should: Vie:: assessed, :.:.:..:..: ..::. ...:.. ..... ......... ..::...:.. ::...:....::.....:....... . ;: ...... :'Ze,. >_<wzier fi�rthar sgec���a�ly, us : not��e, ; :amd,?�t tQ appeal map ._,r�onment >suchs .ecl ;,;r�<lan� ursuant �o: €tz�esotx;:5.�atiu�es' cliaz�<�4��;�'�� <suiacl :: »:> :<The:cave t ` >v a v rs:aixd:a eem nfist. on a ned::zn is`: eez e i::sha7 ndfihe ? ... . V. si> of >the:_ w�ief Ah&�< ' �1<: i <uitli<th "S 'eat pry e . ..and find a7 . s ccessa.... : >xntenest therea «<:It: s::fine:u fient::a fi i >: rte :: r to:fih t films gxeem t b n t. r�rhte s ze . ..... ... .. .... n the Iancl re ors et�t�e m .......:.:.:..... `.> < ree : to in e. • Y::.;: , .., cessary.. #o tfec.. he recvzdxz�g az�cl l�rzg of Ins lk reeanen a�a nst Sze ��tl�>a!��u�ject t'ropert� >:.....:..,........ ...,...c al :I ss .....merit . Ierlec u ect<I' r ardzr irenerFra yet >at::tlz execute : d liver. tch:< ocninents >:> . >:r eo lxl :< forrr4`» as:: >:are ...... ...............:.:.:...:.:.:._.. x.....::::::.: ::....... _.. ...............r............... eessartig` . 1tsg is : erer€der ?n r..:. ts..: alb lits;: . :::: : ; tem :.. r.> <: >:esements<€ert?e >:Sub `ect .::::::::::::::::::::.:::::.:::.::::::::::.:::::::: : : :::::::::::..:::.:..: - :?3t:::::::. ::::.:::: :::. .::.:::::::::::::.:::..:.:::.::::.::: ::::.:::::::::..:...:: :.:..:: :: z perly: >v,�hz h > aye necess... ;cos iC...: M , :O ez e zt;:Pzo pct: P ......:: ::::::.:::::::::: SJB140662 BR30S -S6 F-3 1N 4'1I�fSSET4, the City has caused this Arement tt� be duly:xecuted m its n rx e axid behaif>:arict zts : seal.':t be :hereunto duly :: a ff x�d„ ariel.. he: Owner : caused hi o s eerre? : ;lt::be::dtit: . >eecuted:�tz: Cs. :sne and e ti::<or: of:-€he'd ..'> irsf` ri .� Y ; kale:.. �':;:;Rr;I�II.::.:;:T�k Us.:: Ma .. Its Ci Vi :: vlanag� r _ ::................... ..............:....... ..: :_:: SS< >:= fore zrz ;:<- >xrzstrizznerit:':i�as :.acl nowled ed <:::<::before<: >: >:rne.;::: us:;::: >: <:......<;:; 998 . . a or and ; it i1!Iariaa if :f� C€ € f Brc�I.l rn .... - erifer <<: 1Vhliriestit it: h tatf M . e< Ui ..... ...... .... ...........:::..::..::....: �Ir »PzIt SJB140662 BR305 -56 F -4 )B SHOPPES S. .......... . .. ....... ................ . .......................... ................ . ............ ,EN N I F :....:-:.:-..H T N . ..... . ................... ........... . T .. ......... .... ng, .......... ....... . .. .... .... ..... ........... . ... .. . ........ ......... ..... ............ .. . .. ....... . . ... ........ . ............ .... ..................... 9PN�. ...... .... ............ ........ ..... . . ..... .4hq�,i in tom pany. ............................. . .......... ........................... ..................... . . . ............ Notgry.::Publid ............. ...... ....... 9q. ...... .... 3`eeori 317-9300 • ............. S,TB140662 BR305-56 F-5 A tACHNIE NT NE [insert le i 3es riptinti: Qf:et t -"Wa " Aopmt'ct #Pro eirt3'I SJB140662 ER305 -56 L ATT'ACHTNIE1VT �MQ .R.0JEC s SJB140662 BR305 -56 F -2 -1 ATTACHMENTI.P.R�E...E S' N C 0 V,RF,.S,T.- :'AN,,D -.ES. . ........ .... ...... . SJB140662 BR305-S6 SCHEDiJT:E :" tSC PTI N .€ V :STREET D: UTILITY EASEMENT SJB140662 r'! BR305 -56 G -1