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HomeMy WebLinkAbout1996 08-12 EDAP Regular Session EDA AGENDA • CITY OF BROOKLYN CENTER August 12, 1996 7 p.m. 1. Call to Order 2. Roll Call 3. Approval of Agenda and Consent Agenda -The following items are considered to be routine by the Economic Development Authority and will be enacted by one motion. There will be no separate discussion of these items unless a Commissioner so requests, in which event the item will be removed from the consent agenda and considered at the end of Commission Consideration Items. a. Approval of Minutes - Commissioners not present at meetings will be recorded as abstaining from the vote on the minutes. 1. July 22, 1996 - Regular Session b. Resolution Authorizing President and Executive Director to Execute Third Party ® Agreement for the 1996 Urban Hennepin County Community Development Block Grant Program 4. Commission Consideration Items a. Resolution Approving Contract for Private Redevelopment with TGI Friday's, Inc. •Requested Commission Action: - Motion to adopt resolution. b. Application for Minnesota Housing Finance Agency Multifamily'Super Request for Proposals *Requested Commission Action: - Motion to approve Application for Minnesota Housing Finance Agency Multifamily Super Request for Proposals. 5. Adjournment 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 JULY 22, 1996 CITY HALL DRAF11 CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in regular session and was called to order by President Myrna Kragness at 7 p.m. ROLL CALL President Myrna Kragness, Commissioners Kathleen Carmody, Debra Hilstrom, Kristen Mann, and Charles F. Nichols, Sr. Also present were Executive Director Michael J. McCauley, Director of Public Services Diane Spector, Planning and Zoning Specialist Ron Warren, City Attorney Charlie LeFevere, and Council Secretary Connie Beckman. APPROVAL OF AGENDA AND CONSENT AGENDA A motion by Commissioner Carmody and seconded by Commissioner Mann to approve the July 22, 1996, agenda with the removal of Item 3(b) from the consent agenda passed unanimously. APPROVAL OF MINUTES A motion by Commissioner Carmody and seconded by Commissioner Mann to approve minutes of the June 10, 1996- Regular Session as printed passed unanimously. COMMISSION CONSIDERATION ITEMS RESOLUTION AUTHORIZING PRESIDENT AND EXECUTIVE DIRECTOR TO EXECUTE THIRD PARTY AGREEMENT FOR THE 1996 URBAN HAENNEPIN COUNTY COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM Further information needs to be obtained before presentation to Commission for approval. ADJOURNMENT A motion by Commissioner Hilstrom and seconded by Commissioner Nichols to adjourn the meeting at 7:01 p.m. passed unanimously. President Recorded and transcribed by: . Connie Beckman Timesaver Off Site Secretarial 07/22/96 _ 1 _ 3b • Memorandum To: Michael J. McCauley, City Manager From: Tom Bublitz, Community Development Specialist Date: August 7 1996 / g , Subject: Resolution Authorizing President and Executive Director to Execute Third Party Agreement for the 1996 Urban Hennepin County Community Development Block Grant Program The Brooklyn Center EDA is the implementing agency for the City's program of acquisition of blighted properties, which is one of the 1996 CDBG program activities. As implementing agency for the program, a formal agreement is required between the City Council and the Brooklyn Center EDA. This is a housekeeping resolution, enacted annually as part of the CDBG program requirements. Since the City Council must also execute the third party agreements for the EDA and Senior Community Services, copies of the third party agreements are included with the Council resolution and are not duplicated here. Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION AUTHORIZING PRESIDENT AND EXECUTIVE DIRECTOR TO EXECUTE THIRD PARTY AGREEMENT FOR THE 1996 URBAN HENNEPIN COUNTY COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM WHEREAS, the City Council of the City of Brooklyn Center has authorized a Subrecipient Agreement with Hennepin County for the 1996 Urban Hennepin County Community Development Block Grant program; and WHEREAS, the Economic Development Authority in and for the City of Brooklyn Center serves as the provider of Community Development Block Grant activities in the City of Brooklyn Center. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center that its President and Executive Director are hereby authorized to execute a Third Party Agreement between the City of Brooklyn Center and the Economic Development Authority in and for the City of Brooklyn Center for the purpose of implementing 1996 Community Development Block Grant program activities. 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. • Memorandum To: Michael J. McCauley, City Manager From: Brad Hoffman, Community Development Director Date: August 1, 1996 Subject: Resolution Approving Contract for Private Redevelopment with TGI Friday's, Inc. TGI Friday's (Carlson Companies) Planning Commission Item No. 96012 will be before the City Council for approval on August 12, 1996. At the same time, the EDA will be asked to approve a development agreement between the EDA and Friday's. The specifics of the development agreement are detailed in the Planning Commission report, and the incentive package is detailed in the body of the attached agreement. Under the terms of the agreement, Friday's agrees to build a minimum 70 -unit Country Suites Inn (actual number is 85), along with a 6,800 square foot TGI Friday's. In addition, a third site will be developed with a restaurant. Originally, the third restaurant was to be an Italianni's; however, Italianni's is undergoing some corporate restructuring at the present time. The second • restaurant may well be Italianni's or some other restaurant of comparable quality. The site for this project is the 14 -plus acre parcel of vacant land on Freeway Boulevard west of Schmitt Music. As an inducement to development on this site, under the terms of the agreement Friday's will pay the up front costs of the sewer access charge (SAC) estimated at approximately $80,000, as well as pay to relocate a sanitary sewer running diagonally across the property. At the last City Council meeting, a bid of $69,000 was rejected for relocation of the sanitary sewer. The bid was rejected for timing reasons but it does indicate the potential cost of the relocation. The EDA will reimburse Friday's on a pay -as- you -go basis. At the present time, the City holds $86,349 in SAC credits. Existing buildings in the City have already paid a SAC fee. When a building is demolished, as credit is established because the fee has already been paid. By using the credits, the money coming to the city up front from Friday's can be put into our account with greater latitude in its use than the current situation. The credits have to be used for SAC fees. As I previously stated, Frid'ay's will pay the SAC fee and relocation costs up front. They will be reimbursed for those costs over time at no interest by the EDA from available TIF funds. If the project does not generate sufficient funds in any given period, the reimbursement is carried forward. The EDA's obligation is based solely upon the availability of TIF funds. Payments • would begin August 1, 1998, and then every February 1 and August 1 thereafter until February 1, 2003. Should there be any outstanding reimbursable costs as defined in the contract after that date, the EDA's obligation to pay such costs would terminate. As a practical matter, the Memorandum to Michael J. McCauley August 1, 1996 Page 2 minimum improvements of this project would generate sufficient TIF monies in its first full year to pay off the entire obligation should the EDA elect to do so. The TGI Friday's /Country Suites Inn project represents a significant development in the redevelopment of Brooklyn Center. First, it is a statement to other developers and businesses that Brooklyn Center is a good place to locate. Second, it brings a new restaurant to Brooklyn Center, adding to the choices people have. Additional restaurants were important to the business community, according to the survey conducted by CRP. Third, the Country Suites Inn brings a mid - market hotel /motel to Brooklyn Center. Currently, Brooklyn Center has a high -end hotel in the Hilton and several budget motels. The mid -level hotel/motel is missing or under- represented in Brooklyn Center, as well as the northern suburbs. Fourth, when fully developed, the Friday's project will contribute over $250,000 annually to the new tax increment district. Fifth, and finally, the presence of Friday's and Country Suites will make it easier to locate new business in Brooklyn Center or the remaining undeveloped parcels. With the development, Brooklyn Center will start creating that hard to define critical mass that tends to attract others. A draft copy of the contract is included with this memorandum. It is my recommendation that the Council and EDA approve the plans from Friday's, as well as the Tax Increment Development Agreement. I will be` at the meeting on the 12th of August to answer questions about this agreement. • Execution Copy Revised 8/2/96 CONTRACT FOR PRIVATE REDEVELOPMENT By and Between ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, MINNESOTA and TGI FRIDAY'S INC. Dated as of: This document was drafted by: KENNEDY & GRAVEN, Chartered 470 Pillsbury Center Minneapolis, Minnesota 55402 Telephone: 337 -9300 s SJB81766 BR305 -47 TABLE OF CONTENTS Page PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I Definitions Section 1.1. 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 Tax Increment Assistance Section 3.1. Status of Redevelopment Property . . . . . . . . . . . . . . 7 Section 3.2. Qualifying Reimbursable Costs . . . . . . . . . . . . . .. 7 Section 3.3. Wage and Job Covenants .. . ............... 8 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements . . . . . . . • • • • 9 Section 4.2. Construction Plans . . . . . . . . . . . . . . . . . . 9 Section 4.3. Commencement and Completion of Construction. . . . . . . . . . . . . . . . . . . . . . 10 Section 4.4. Certificate of Completion . . . . . . . . . . . . . . . 10 Section 4.5. Rezoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 4.6. Sanitary Sewer Relocation . . . . . . . . . . . . . . . 11 ARTICLE V Insurance Section 5.1. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.2. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes . . . . . . . . . . . . . 14 Section 6.2. Reduction of Taxes . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE VII Mortgage Finan Section 7.1. Mortgage Financing 15 Section 7.2. Authority's Option to Cure ]default on Mortgage. . . . . . . . . . . . . . . . . . . . . . . 15 SJB81766 BR305 -47 i • ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnif Section 8.1. Representation as to Redevelopment . . . . . . . . . . . 16 Redeveloper's Transfer Section 8.2. Prohibition Against evelo P of Property and Assignment of Agreement. . . . . . . . . . . . . . . . . . . . 16 Section 8.3. Release and Indemnification Covenants . . . . . . . . . . . 17 ARTICLE IX Events of Default Section 9.1. Events of Default Defined . . . . . . . . . . . . . . . . 19 Section 9.2. Remedies on Default . . . . . . . . . . . . . . . . . . . 19 Section 9.3. No Remedy Exclusive . . . . . . . . . . . . . . . . . . . . . 19 Section 9.4. No Additional Waiver Implied by One Waiver . . . . . . 19 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable . . . . . . . . . . . . . . . . . . . . . 20 Section 10.2. Equal Employment Opportunity . . . . . . . . . . . . . . . 20 Section 10.3. Restrictions on Use . . . . . . . . . . . . . . . . . . . 20 Section 10.4. Provisions Not Merged With Deed . . . . . . . . . . . . . . 20 Section 10.5 . Titles of Articles= and Sections . . . . . . . . . . . . . . . 20 Section 10.6. Notices and Demands . . . . . . . . . . . . 20 Section 10.7. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 21 : Section . .............. . . 21 t'on 10. 8. Recording 21 Section 10.9. Amendment ............ Section 10.10. Governing Law w ...21 ARTICLE XI Termination of Agreement Section 11.1. Option to Terminate . . . . . . . . . . . . . . . . 22 Section 11.2. Action to Terminate . . . . . . . . . . . . . . . . . . . . . 22 Section 11.3. Effect. of Termination . . . . . . . . . . . . . . . . . . . 22 TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 esc Redevelopment Property ri tion of Redevelo SCHEDULE A Description P SCHEDULE B Certificate of Completion SCHEDULE C Site Plan e SJB81766 BR305 -47 11 CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made on or as of the day of , 1996, by and between ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic (the "Authority ") and TGI FRIDAY'S INC, a New York corporation (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: • SJB81766 BR305 -47 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. "Available Tax Increment" means 85 percent of the Tax Increment received by the Authority from the County during the six months prior to any Payment Date (as defined in Section 3.2 hereof) after payment or provision for payment of the City's $4,560,000 Taxable General Obligation Tax Increment Bonds Series 1995A. "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 t' • Cer if p 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. • "HRA Act" means Minnesota Statutes Sections 469.001 to 469.047, as amended. SJB81766 BR305 -47 2 • "Maturity Date" means the date that the TIF District is terminated in accordance with the TIF Act. "Minimum Improvements" means the construction on the Redevelopment Property of an at least 70 -unit motel, and an approximately 6,900 square foot restaurant. "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. "Qualifying Reimbursable Costs" means the costs actually and reasonably incurred by the Redeveloper (i) for sewer access charges in connection with the Minimum Improvements, and (ii) in undertaking relocation of sanitary sewers on the Redevelopment Property in accordance with Section 4.6 hereof; provided that the aggregate Qualifying Reimbursable Costs shall not exceed $250,000. "Redeveloper" means TGI Friday's Inc., or its permitted successors and assigns. • "Redevelopment Property" means the real property described in Schedule A of this 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 S 19, 1994 and as it may be amended. SJB81766 BR305 -a7 3 "Tax Official" means any County assessor; County auditor; County or State • board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Termination Date" means the earlier of the date on which the Qualifying Reimbursable costs have been paid in full or February 1, 2003. "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 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 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 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. • SJB81766 BIUOS -a7 4 • ARTICLE II Representations and Warranties Section 2.1. Representations 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. Section 2.2. Representations and Warranties by the R edeveloper. The Redeveloper represents : and warrants that: (a) The Redeveloper is a corporation, duly organized and in good standing • under the laws of the State of New York, is not in violation of any provisions of its articles of incorporation, bylaws or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized (or will do so within 30 days after the date of this Agreement) the execution, delivery and performance of this Agreement by proper action of its board of directors. (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) . (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 construct the Minimum Improvements in accordance with at least the minimum requirements of all local, state or federal energy - conservation; laws or regulations. (e) 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. SJB61766 BR305 -67 5 • (f) 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. (g) The proposed redevelopment by the Redeveloper hereunder would not occur but for the tax increment financing assistance being provided hereunder. • SJB81766 BIU05 -47 6 ® ARTICLE III Tax Increment Assistance Section 3.1. Status of Redevelopment Property As of the date of this Agreement, the Redeveloper has entered into a purchase agreement with a third party to acquire the Redevelopment Property. The Redeveloper shall acquire the Redevelopment Property in accordance with the purchase agreement. The Authority shall have no obligation to acquire the Redevelopment Property or any portion thereof, and shall have no obligation under this Agreement unless and until the Redeveloper acquires such property. Section 3.2. Qualifying Reimbursable Costs (a) In order to make development of the Minimum Improvements economically feasible, the Authority shall use Available Tax Increment to reimburse the Developer for the Qualifying Reimbursable Costs, subject to the terms and conditions contained herein. (b) The Authority's obligation shall reimburse Qualifying Reimbursable Costs be a revenueobligat on payable solely from Available Tax Increment and shall not exceed the amount of Available Tax Increment or the Qualifying Reimbursable Costs incurred and paid by the Redeveloper, whichever is less . (c) The Redeveloper understands that Available Tax Increment is subject to variation in class rates, local tax rates, statutory charges, and method of y, calculation by the Count and acknowledges that it shall not be an Event of Def ault • if, in any or all years prior to the Termination Date, there is insufficient Available Tax Increment to reimburse the Redeveloper for any or all Qualifying Reimbursable Costs. (d) The Authority shall pay to the Redeveloper the Qualifying Reimbursable Costs, without interest thereon, in semi- annual installments payable on each d rr u st 1 1998 an February 1 and August 1 (Payment Dates" commencing A gu , continuing through the Termination Date, which payments will be made in the amount of and solely from Available Tax Increment. These payments shall be subject to the following terms and conditions: (i) If on any Payment Date there is not sufficient Available Tax Increment to pay the amount of the Qualifying Reimbursable Costs incurred by the Redeveloper as of that date, the amount of the deficiency shall be deferred and shall be paid, without interest, on the next Payment Date on which the Authority has available to it sufficient Available Tax Increment to pay such deficiency. (ii) The Authority shall have no obligation to pay any balance of the Qualifying Reimbursable Costs that remains unpaid after the Termination Date. (iii) The Authority shall not be obligated to reimburse the any Payment Dates Redeveloper for any Qualifying Reimbur • unless the Redeveloper has, on or before the date of issuance of the Certificate of Completion for the Minimum Improvements, provided the Authority with evidence reasonably satisfactory to the Authority that the SJB81766 BR305 -47 7 • Redeveloper has incurred and paid Qualifying Reimbursable Costs in at least the amount to be reimbursed on that Payment Date and not reimbursed on any prior Payment Date. Section 3.3. Wage and Job Covenants (a) The Redeveloper shall create on the Redevelopment Property at least 35 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 less than $7.00 per hour. The Redeveloper shall comply with this requirement by submitting to the Authority no later than two years after the first date on which the Redeveloper receives a payment under Section 3.2 hereof ( 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 of Section 3.3(a), the Redeveloper shall repay to the Authority any of Available Tax Increment made pursuant to this Agreement. Nothing in this section 3.3(b) limits any other remedy available to the Authority under this Agreement or any other agreement with the Redeveloper. i SJB81766 BIU 05-47 8 • 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 Site Plan attached as Schedule C hereto and 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 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 the Site Plan and 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 1Vhrum um Improvements; the Construction Plans do not provide for ' • p ro vements • v ) 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 C val shall co Official's 's approval shall not be unreasonably withheld. Said app 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 (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 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 8JB81766 BR305 -47 9 • 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 Const ruction. Subject to Unavoidable Delays, the Redeveloper shall complete the construction of the Minimum Improvements and all landscaping and screening on the Redevelopment Property within one year after the date of issuance of the building permit for the Minimum Improvements. 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 Exhibit 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, 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 8JB81766 BR305 -47 10 AUG 09 '96 08:59 KENNEDY & GRAVEN P.2 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 'Lake 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 s upon ed Event of Default by the Minimum Improvements, if there is otherwise no uncured 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 as determined by the City Building Official. Section 4.5. Rezoning. Before commencement of construction of the Minimum Improvements, the Redeveloper shall initiate and obtain approval from the City of a planned unit development ( "PUD ") rezoning for the Redevelopment Property under City ordinances and procedures. The Authority will cooperate with the Redeveloper in obtaining such PUD . Section 4.6. SanitarV Sewer Relocation. (a) Within 60 days after commencement of construction of the Minimum Improvements, the Redeveloper shall, at its cost, relocate existing sanitary sewers on or in the Redevelopment Property to the extent and at a location necessary (as determined by the Authority upon advice from the City Engineer) to accommodate construction of the Minimum Improvements. The cost of such relocation is subject to reimbursement as a Qualifying Reimbursable Cost under Section 3.2 hereof. • (b) Upon closing on acquisition of the Redevelopment Property, the Redeveloper shall deliver to the Authority a utility easement in favor of the City, in a form and at a location satisfactory to the Authority and the City Engineer, on a where the sanitary sewer will be relocated. portion of the Redevelopment Property The Redeveloper shall pay any fees and costs in connection with filing the easement In the office of the Registrar of Titles for the County. (c) Upon substantial completion of the relocated sanitary sewer, as reasonably determined by the City Engineer, the Authority shall take such actions as are necessary to vacate or terminate the easement for the prior location of the sanitary sewer. • Sn81766 HR305 -47 11 • 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: W 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) 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 olic shall contain a provision that the insurer shall not cancel nor modify it P Y 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. (c) 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. 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. SJB81766 BR305 -47 12 • ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes The Redeveloper acknowledges that the Authority is providing substantial assistance in development of the Minimum Improvements through payment of the Qualifying Reimbursable Costs. 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. • SJB81766 BR305 -47 13 ARTICLE VII Mortgage Financing Section 7.1. Mortgage Financing (a) Before commencement of construction of the Minimum Improvements, the Redeveloper shall submit to the Authority evidence of one or more commitments for 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 nQt 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. Authority's Option to Cure Default on Mortg 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. e SJB81766 BR305 -47 14 • ARTICLE VIII Prohibitions Against Assignment and Transfer; Inde m n ification 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. Notwithstanding anything to the contrary in this Article, the Authority agrees and understands that the Redeveloper may, without prior approval of the Authority, transfer a portion of the Redevelopment Property not needed for the Minimum Improvements, for development of an additional restaurant. Section 8.2. Prohibition Against Redeveloper's Transfer of P ro p erty and Assignment of Agreement. The Redeveloper represents and agrees that pri 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, SJB81766 BR305 -47 15 shall not, for whatever reason, have assumed such obligations or so agreed, • and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority 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 legal 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. 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 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. • SJB81766 BR305 -47 16 (b) Except for any willful misrepresentation or any willful 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. (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. SJB81766 BR305 -47 17 • 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 (unless the context otherwise provides) , any failure by any party to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed hereunder. Section 9.2. Remedies on Default Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non - defaulting party may exercise its rights under this Section 9.2 after providing thirty (30) days written notice to the 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 and will be cured as soon as reasonably possible: (a) Suspend its performance under the Agreement until it receives assurances that the defaultin g party art will cure its default and continue its performance under the Agreement. (b) Cancel and rescind or terminate the Agreement. • (c) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Section 9. 3. No Remedy Exclusive No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, 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. 4. 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. r SJB81766 BR305 -47 18 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority Representatives Not Individually 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 . Section 10.2. Equal Employment 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 i 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 Merced With Deed None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 7540 LBJ Freeway, Suite 100, P. O. Box 809062, Dallas, Texas 75380; 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; SJB81766 BM05 -a7 19 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. • SJB81766 BR305 -47 20 • 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 Redevelopment Property by the Redeveloper does not occur by March 1, 1997. 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. • SJB81766 BR305 -47 21 • 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 , 1996 by and , the President and Executive Director of the Economic Development Authority in and for 'c body politic and co a ubh corporate, on P the City f Brooklyn Center Minnesota, p y p Y Y behalf : of the Authority. Notary Public ° e I • SJB81766 BR305 -47 22 • TGI FRIDAY'S INC. By Its STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1996 by , the of TGI Friday's Inc. a New York corporation, on behalf of the corporation. Notary Public a • 8JB81766 BIU05 -47 23 SCHEDULE A REDEVELOPMENT PROPERTY Tract B, Registered Land Survey No. 1377, Hennepin County, Minnesota. 6 8JB81766 BR305 -47 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 , 1996 (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 Its Secretary a • SJB81766 MU05 -47 B -1 a S 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 8JH81766 BR305 -47 B-2 • SCHEDULE C SITE PLAN All site, grading, landscaping and related plans submitted by the Redeveloper as part of Planning Commission Application No. 96012, as approved by the City Council, which plans are on file in City Hall. e • • 8JB81766 BR305 -47 C-1 Commissioner introduced the following resolution • and moved its adoption: EDA RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH I FRIDAY'S. INC. 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 motel and restaurant, commonly referred to as the TGI Fridays Project; and WHEREAS, there has been presented before the Authority a form of Contract for Private Redevelopment ( "Contract ") between the Authority and TGI Friday's, Inc., setting forth the parties' respective responsibilities in developing the TGI Friday's 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. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of 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. • Memorandum To: Michael J. McCauley, City Manager From: Tom Bublitz, Community Development Specialist Date: August 7, 1996 Subject: Application for Minnesota Housing Finance Agency Multifamily Super Request for Proposals The Minnesota Housing Finance Agency (MHFA) has introduced a new approach for funding housing and community development activities. It is called the "Super Request for Proposal ". This memorandum addresses the MHFA's Multifamily Super RFP as a potential funding source for accomplishing a portion of the 53rd Avenue project acquisition and clearance. Prior to the Super RFP, MHFA offered numerous programs addressing various housing needs. For example, the City of Brooklyn Center received $275,000 in 1994 for the acquisition and clearance of blighted property in the Willow Lane area under the Community Rehabilitation Fund. Now, under the Super RFP, the MHFA no longer offers the Community Rehabilitation Fund, but it is now a part of the Super RFP. Under the Super RFP, the applicants (cities, HRAs, etc.) must submit a proposal or "concept' ' and the MHFA decides which program or programs are the right ones for the proposal or concept. The advantage of the Super RFP is that applicants no longer have to fit their particular project to a specific program. One disadvantage of the Super RFP is that applicants can no longer apply for a part of the MHFA group of funding programs and funding sources. Instead, a much more comprehensive project is required and even though it is the City's project or concept, MHFA still has numerous requirements and conditions to meet in order to receive funding, primary of which is the goal of providing affordable housing. The 1996 legislature authorized $250,000 for the Community Rehabilitation Program. As stated in the legislation, the $250,000 for the Community Rehabilitation Program is for the "purpose of acquiring, demolishing, removing, rehabilitating, and reconfiguring multiple unit residential rental property to reduce concentrations of substandard multiple unit rental housing." The Community Rehabilitation Program is contained in the Multifamily Super RFP and to access this $250,000, or a portion of the $250,000, the EDA/City must submit a comprehensive application under the MHFA's Super RFP process. As stated in the MHFA's Super RFP application guidelines, the mission of the multifamily division of the Minnesota Housing Finance Agency is "to preserve and provide decent and affordable rental housing and stronger communities for low and moderate income households by providing underwriting, technical management, marketing, social service and housing- related expertise in the development and administration of multifamily housing. " Memorandum to Michael I McCauley • August 7, 1996 Page 2 The MHFA Super RFP also lists as its "key concepts and characteristics" the following: "Through the Super RFP process, the MHFA intends to assist eligible sponsors by financing the development, construction, acquisition, preservation and rehabilitation of decent, safe and affordable housing ". Eligible projects under the MHFA Super RFP include the following: • New construction • Acquisition • Rehabilitation • Refinancing e mg • Preservation • Permanent rental housing • Transitional rental housing • Permanent rental housing with supportive services • Permanent rental housing with very low rents • Housing and/or supportive services for persons with HIV /AIDS • Rental subsidies for persons with HIV /AIDS • Publicly owned housing • Housing for homeless or near homeless people or families • Housing for households with special needs • Emergency shelters • Demolition to reduce concentrations of substandard multifamily housing • Home ownership (very limited amounts of funding available) 53RD AVENUE PROJECT PROPOSAL' The project proposed for funding under the MHFA Super RFP is to acquire and demolish the two fourplex properties located on 53rd Avenue North between 4th Street and Camden (610 and 620 53rd Avenue North). This would provide funds for a portion of the proposed 53rd Avenue project. Staff is currently working with Hennepin County in preparing the necessary data and information to establish this project as an eligible Community Development Block Grant (CDBG) project. Staff will begin the creation of the CDBG project for the 53rd Avenue project at the August 26 City Council meeting. The estimated cost for acquisition and demolition of the two fo lexes is estimated at $260,000 q urp for acquisition and $25,000- 30,000 for demolition. As stated earlier in this memorandum, housing affordability will be a key issue in funding projects submitted under the MHFA Multifamily Super RFP. The act itself states that "priority shall be given to projects that result in the creation of a full range of housing opportunities, Memorandum to Michael J. McCauley August 6, 1996 Page 3 including housing opportunities for residents of the affected multiple unit rental housing, that will increase the tax base and the income mix within a community." The proposed redevelopment of 53rd Avenue North will likely target redevelopment with market rate single - family housing valued at $120,000 and above. Since the MHFA Super RFP has creation and/or rehabilitation of affordable housing as a primary goal, staff believes the EDA should emphasize the great amount of the city's existing affordable housing and the city's support for the maintenance and rehabilitation of affordable rental housing. Additionally, the proposal to MHFA can emphasize that one of the primary goals of the 53rd Avenue project is to strengthen the southeast neighborhood and provide a greater mix of housing values in the neighborhood, which is one of the goals of the Livable Communities Act. The Livable Communities Act will be one of the documents used to evaluate applications submitted under the Super RFP. Submission of the Multifamily Super Request for Proposal does not require a formal EDA resolution, but does require that the application be submitted with the full knowledge and consent of the governing body. The application deadline for submission of applications under the Multifamily Super Request for Proposal is August 22, 1996. Staff is recommending the EDA pass a motion authorizing staff to submit an application to the MHFA's Multifamily Super Request for Proposal.