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HRA 09/03/2009 - 6222September 3, 2009 HRA Meeting Regular Meeting Agenda 7.00 A.m. City Hall, Council Chambers Call to order Roll call Action Items 1. Approval of expenditures 2. Approval of August 6, 2009, Meeting Minutes 3. Approval of 2009 Tax Levy for Taxes Payable in 2010 4. Approval of TIF District #20 — Columbia Arena 5. Approval Northstar Ground Lease 6. Approval of Sign Easement/Agreement with Fairview Clinics 7. Continuation of discussion on Northstar Transit TIF District Informational Items 1. Housing Loan Program Update Adjournment I-Pubitc, CITY OF FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY COMMISSION August 6, 2009 CALL TO ORDER: Chairperson Commers called the Housing and Redevelopment Authority meeting to order at 7:02 p.m. ROLL CALL: Members Present: Larry Commers William Holm John Meyer Member Absent: Pat Gabel Others Present: Paul Bolin, HRA Assistant Executive Director Jim Casserly, Development Consultant .ACTION ITEMS 1. Approval of Expenditures Commissioner Meyer asked what was the Medtronic $388,000 amount in checking? Chairperson Commers replied, that was the Tax Increment they get back as a result of their development. He inquired whether they have about another two years to go? Paul Bolin, HRA Assistant Executive Director, replied, yes. Chairperson Commers stated that was under the original agreement that we had with them after they pay their taxes, they get a rebate for the parking ramp over there as our contribution. Mr. Bolin stated the tax increment money comes back to the City in July. We get a payment from the County, and the City's finance department then turns around and distributes the tax increment out to those active districts that are still eligible. They will notice on the ledger for tonight there is also the first payment made to Industrial Equities which was a district just approved approximately one and one -half years ago. MOTION by Commissioner Holm, seconded by Commissioner Meyer, to Approve the Expenditures. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON COMMERS DECLARED THE MOTION CARRIED UNANIMOUSLY. 2. Approval of June 4, 2009, Meeting Minutes MOTION by Commissioner Holm, seconded by Commissioner Meyer, to approve the minutes. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON COMMERS DECLARED THE MOTION CARRIED UNANIMOUSLY. 3. Approval of June 23, 2009, Meeting Minutes MOTION by Commissioner Meyer, seconded by Commissioner Holm, to approve the minutes. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON COMMERS DECLARED THE MOTION CARRIED UNANIMOUSLY. 4. Annual Election of Officers MOTION by Commissioner Holm nominating Larry Commers as Chairperson and Pat Gabel as Vice - Chairperson. Seconded by Commissioner Meyer. UPON AXOICE VOTE, ALL VOTING AYE, CHAIRPERSON COMMERS DECLARED THE MOTION CARRIED UNANIMOUSLY. 5. Approval of MN Solutions 2010 Membership Commissioner Meyer commented_ he thought the write -up describing it is very favorable and reasonable, and Bonnie Balach has done a good job. Chairperson Commers asked attorney Casserly whether Ms. Balach communicates to him also ?. Jim Casserly, Development Consultant, replied, yes, he actually acts as legal counsel for her organization and helps to draft items. They maintain real good contact. MOTION by Commissioner Holm, seconded by Commissioner Meyer, approving the MN Solutions 2010 Membership at a Cost of $2,000. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON COMMERS DECLARED THE MOTION CARRIED UNANIMOUSLY. 6. Delay of Gateway West Residential New Construction Program Mr. Bolin stated in April we terminated our exclusive development with Blueprint Homes. Staff explored a number of different options for constructing homes on the remaining nine lots. If they will recall he had given them a draft of the Gateway West Residential New Construction Program which was really modeled on the infill program. It would be one option for us to work 2 with a number of potential builders and buyers and keeps the HRA in control as to what type of development happens on the properties. Mr. Bolin stated one of our concerns before we started to market this program and those lots, was the fact that we were not exactly sure what we should place for a value on the properties. When we had our exclusive agreement with Blueprint Homes, the lots would be purchased for $43,000. After some informal discussions with our in -house appraisers, they felt we could probably get somewhere around $50,000. However, the HRA was strongly encouraged to go out and get some appraisals on our own. The fear Mr. Bolin had was that we may, without some appraisals, end up working with some people who would go apply for a bank loan only to find out they would not qualify because the bank disagreed with the value of the property. Therefore, in June the HRA authorized staff to go out and get an independent appraisal on these parcels. Mr. Bolin stated staff worked with Lake State Realty Services with whom the HRA has a long history with and who knows what properties are worth in Fridley. He thought they would come back with a value somewhere around $40,000. Therefore, Mr. Bolin was very shocked when they came back with values right now of $12,000- $16,000. In talking about this more in -house with our appraisers and with attorney Casserly, Mr. Bolin really could not find any faults with their reasoning and with the appraisals. They did it just as the banks would require it be done on these - properties. What _ has happened is it has finally gotten to the, point where ' all of these ., foreclosures; have ,had this much of an impact on our market. Unbuilt single lots just are .not selling right -now: When Mr. Bolin talked to attorney Casserly about this issue as well, this is not ... unique to Fridley. Attorney Casserly has the same issue on a development in another community , he works with where they have 33 lots left to go on their project, and their values have gone down over 60 percent as well. There was no fault in the appraisals that were given to us. Mr. Bolin stated as we talk more about these values, it seems way too -low to sell these properties at these prices. More discussion was done by staff, attorney Casserly, Greg Johnson from his office, as well as Dr. Burns and Scott Hickok, and it is best to hold off selling any of these properties for these prices and not actively market these properties for at least another 18 months. Not building for two years or so essentially does not have a big impact on the amount of taxes that could be collected off these properties. Staff is hopeful that even once Northstar rail is up and running, that will boost these properties values up at least a few thousand dollars. Also, staff is really hopeful that by January 2011, the values are going to be marching on their way back up. Mr. Bolin stated at this time staff would recommend the HRA not take any action on the Gateway West Residential New Construction Program. Staff does have that ready to go at a moment's notice as soon as the economy starts coming back around and then the properties can be actively marketed again. In the interim if someone calls and is interested in one of the lots, staff can certainly bring it to the HRA at that time if it is someone who is willing to pay a reasonable price for the lot. That may be something the HRA would want to consider. However, we certainly would not be actively marketing these properties while they are in that $12,000- $16,000 range. Attorney Casserly is here and if the HRA has any specific questions in regard to the spreadsheet and what he is seeing in some of these other communities, he is prepared to answer some questions as well. 3 Commissioner Holm asked attorney Casserly, regarding the value for tax increment finance, the base, is not that based on the value of the finished product on the lot? For example, if someone buys a lot for $12,000 and puts on a $220,000 home, making it $232,000, is that the base? Attorney Casserly replied, that becomes the new market value. From that you subtract the original market value of what was there when we created the district. Commissioner Holm asked, if HRA delays this and ends up with a $230,000 market value home, it essentially loses $3,000 over that two -year period. What attorney Casserly is seeing is the likelihood of that occurring is not very high, that the HRA is not going to get that type of value of constructible property within that time. Attorney Casserly stated what we are seeing in some other instances, where the situation is far more desperate, is that folks have reduced the values by 50 -60 percent, and so the authority or the current development/owner is subsidizing in essence the finished sale price. Instead of something selling for $300,000, it is selling for $250,000 because the site is being purchased for $50,000 less. There is no reason to do that with these parcels. There is no reason that they should not sell in the $40,000 450,000 range. Staffs hope is that by waiting through another construction season and then maybe looking at the construction season in 2011, these values will escalate back up or increased back to a reasonable level. Commissioner Holm stated he still sees that Blueprint;has signs over there notifying the public that there are lots available. Are they coming down? Mr. Bolin replied, staff has taken down all the smaller ones. However, they are waiting for Public Works to take down the bigger ones. Chairperson Commers asked so staff's plan is not to have any signs up? Mr. Bolin replied, yes, that is the plan for now. MOTION by Commissioner Holm to Not Actively Pursue Selling of the Lots at This Time Until Further Consideration by the HRA Based on Further Information. Seconded by Commissioner Meyer. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON COMMERS DECLARED THE MOTION CARRIED UNANIMOUSLY. INFORMATIONAL ITEMS: 1. Northstar Construction & Ground Lease Update. Attorney Casserly provided some handouts and stated there is only one section of this that is creating any problems and that will come as no surprise. It is the environmental exposure. That is Section 17. 5 Mr. Bolin gave a brief construction update and stated it is moving forward at a very rapid pace. Just last week the sidewalks were installed, the curbing is in place for the parking lot, and the first layer of asphalt is down. Also, they have started putting in the structural steel for the access building that will take folks out to the platform as well as working on the platform itself. They are on schedule to have our station essentially done in September. Then they will. be doing the final details in October. There is not a firm date yet for the startup of the entire system. They had been shooting for the beginning of November. Now they are talking some time between November and early December. - Part of it is they want to have a kickoff event in each community prior to the opening of the line. They want to have it on a Sunday, but they do not want to have it on a Sunday when the Vikings are in town. He was just at the NCDA Board meeting prior to coming here tonight. Things are moving along. They seem to have the rates fairly well set. For people getting on in Fridley it is going to be $3.25 to ride the line during the week and $2.50 to ride on the weekends. Seniors will get he believed a 75 percent discount on the ticket price. They are doing quite a few things that should generate some ridership. Attorney Casserly stated this copy of the agreement has been floating around, and he thinks even a copy was given to the Authority about eight months ago. There have been a number of meetings over the last six months sorting out various issues. Really the only remaining issue is the environmental responsibility and liability. He has received the final comments from Anoka County and Anoka County Regional Rail Authority (ACRRA). The comments are minor, and he _ has incorporated them. The two parties are okay with the way this was arranged and are clearly:'.,.*.-:= okay-with the City's approach `to thatnvironmental liability. The Met Council's counsel sent the City an approach in wlncli - they realy� wanted to be responsible only for themselves and their contractors. Our problem with that is -those are not the folks we are worried about. We are worried about all of the people using the system. For example, people parking their cars with who knows what kinds of contaminants in the trunk that leak and go into our pond. We do not s: know what is going to happen. This is going to be there for at least 100 years and possibly, another 100. This is really a long -term kind of prospective. Attorney Casserly stated in reviewing all of this they went back and analyzed what the Met Council had done with the Burlington Northern Santa Fe because they thought that would be a good model for trying to figure out how to be responsible. If we are a responsible party, we are a responsible party; and we cannot get away from that exposure or liability and we are not trying to. What we want the Met Council to be responsible for is to defend us because we are the property owner, and we need to be defended in the event there is some kind of mishap as that line is used to serve the public. A considerable amount of time was spent with Colleen Hermann from Anoka County. She has worked on a number of agreements and has gotten into the environmental liability issues. Attorney Casserly pulled in Rod Krass in his office because it is really an allocation of liability and responsibility. The three of them spent an hour or more yesterday hammering out an approach, talking what Peter Hanf from the Met Council, and trying to just modify it enough so it would give them what they want and what they thought was adequate protection for the City. Attorney Casserly referred to Section 17 which is what he sent Mr. Hanf again this afternoon. It is an approach that will address their concerns and be good for the City, too. 0 Chairperson Commers asked attorney Casserly what is Met Council's objection to giving the City the same thing they give Burlington Northern or Anoka County Rail Authority? Why can't we be consistent? What argument do they have? Attorney Casserly replied, they don't. They just do not want to do it. He thinks staff will know better over the next. It may require some political input to get a solution to this. However, if we can manage this and handle it at staff level and reach a consensus then we will. This is the only issue that is left. And it is a significant one. Chairperson Commers asked attorney Casserly what does he intend to do? Make changes in 17.3? Attorney Casserly replied, yes. Chairperson Commers asked, and what is that intended to do? Attorney Casserly replied it is intended to have the tenant being the operating agency the Met Council will indemnify, defend, and hold us (the landlord) harmless, our agents, all the people that are named, employees, vendors. Also, in the event we lease the ground to somebody else from any claim, damage, or expense arising out. of the Met Council or its contractors and all -of the- peoples. _ who might participate with them, subtenants, assignees, agents,, employe -es, , , ; customers > or .other _ invitees. So it holds us harmless from the breach of any obligatio, 1W „ covenants, etc, .,It is the paragraph right above 17, too, that provides for various kinds of prohibitions. Chairperson Commers stated what is it they told attorney Casserly they wanted? Where is their language? Is that in 17.3 on page 11 ? - Attorney Casserly replied, no, that is our original language. We are 'quite happy with the language that is in the agreement right now. Chairperson Commers asked all of those provisions remain the same except now he is introducing a revised 17.3? Attorney Casserly replied, frankly, we like their definition of environmental laws. They just seem a little more comprehensive. The final section on landlord representation, 17.4, that is identical to ours. So the only issue is that in 17.3, the indemnity provision. Chairperson Commers asked and what are they insisting upon? Attorney Casserly replied, they do not want the underlying (blacklined) language. Chairperson Commers stated they do not want agents, employees, lenders, ground lesser and against any claim, damage, expense arising out of tenant, its contractors. 7 Attorney Casserly stated there is another provision they wanted in there which they completely took out. It has to do with them capping their limit under an applicable section of state law. They are trying to create a cap for themselves. What we are genuinely afraid of is that they may create a cap for themselves and open us up under some kind of joint liability problem. So we are concerned with their language, and we really need to have something. At the end of the day, and that is why he has written several times to all the players involved in this, it should be as though they were the owners of the site for purposes of operating a commuter rail line. Because when you have a lease of 200 years you are essentially the owner of the site. We want to maintain our interest in that site because that really is for the best interest of the region, the Met Council, and ourselves, too; and it gives us a little better position in terms of trying to sort out what we want to do with the site. Attorney Casserly stated as the site shrinks because we build structured parking or we get into some other arrangement, then one of the most likely things to happen is to figure out a different way to manage storm water. We have a big chunk of the site that is being used up as a holding pond, and there certainly may be other options for that. So as time goes on here, we really need to be able to try and do some other things with that area. That is the reason that we do not want to be penalized because we want to have options and yet we are not in the commuter rail business, and they clearly are. If this was something that was only going to last for three years or five years, then maybe we would not be negotiating as firmly. They may have to come back to the Commission and say we do not have a consensus, and we will have to see if there is some other relief we can get by working with our elected officials or whoever we need to work with: However, we assume people are rational until they prove otherwise. Chairperson Commers stated they do not seem to have any kind of explanation why they want to treat us differently than other stations along the line or the land right across the street. How do , you justify it? Attorney Casserly replied if we conveyed the land to them this issue would not exist. The land across the street is being given to the Met Council, so the Anoka County Regional Rail Authority has no other relationship to that site anymore. Chairperson Commers stated as attorney Casserly pointed out, they virtually have the same deal as us. Attorney Casserly stated this has been going on for a long time. What they would like to do is have a public hearing on the lease. They would like to have a hearing at our next HRA meeting. That is statutory requirement that we do that. 2. Housing Loan Program Update Mr. Bolin stated the HRA has doubled the number of loans done year -to -date just in the past two months. We have done four loans out of the revolving loan fund and two other MHFA loans that went to Fridley residents who did not qualify for our program. This brings the year -to -date total of nine home improvement loans in Fridley, of which seven were out of our program. Remodeling Advisor visits were up: four in June and one in July. Just in the past two weeks 8 staff has had a number of calls about our loan programs. We are starting to see some reinvesting again that we were not seeing a year ago or six months ago. That gives us some optimism and hopefully things are going to turn around here in the next year or 18 months. Chairperson Commers stated he sees, for example, in June we sent out 13 applications and we got 1 back. Does staff ever call the other people and ask whether they have any questions or whether they are just not interested or anything like that? Mr. Bolin replied, when our loan officer, Jim Hasnik down at Center Point Energy and Environment, has contact information from these people he does follow up. Mr. Bolin can get some more details from him as to the reasons why. Just from talking with some of the people on the phone right now he thinks a lot of people who have bought or are buying foreclosed homes are under the impression that every city in the state has money to give out to people buying foreclosed homes. He thinks some of these people just want the loan information. One other thing is Anoka County has bought two homes in Fridley using the stimulus money they had talked about. It sounds like there is another one they are looking at in the next week or so. If the HRA's recalls there was not a lot of that money to go around. Chairperson Commers asked what was their criteria on that? Mr. Bolin replied, the homes_ had to be foreclosed on, ,they had to. be through the redemption period, and vacant: Depending on the shape of the properties, the County will either fix them up,- { and sell them or they may just demolish the home if it is in poor enough condition. They also have a program as part of this where they would give a forgivable loan or grant for those who were planning to live in them.for,five,years or more. One of the caveats of that program is they had to have their application in before they closed on the home. The few calls he had, people have gone out and had already closed on the home. They wanted this money from the County, but they were not eligible for it anymore. Mr. Bolin stated, also the First Time Home Buyers Program that is funded by the State Housing Finance Agency is administered locally through the Anoka County Community Action Program is actually done for the year. They are out of funds. The MHFA did not get some of the federal money they were hoping to get. Typically they run out of money towards the end of November or end of December. They are not even sure whether they will have funding for 2010. They will keep us updated, and he will keep the HRA updated on that as well. OTHER: Commissioner Holm asked that at the next meeting by removing the transportation TIF District from the table, he would like to have some further discussion on the pros and cons of moving ahead with that district. The discussion would be as to what the HRA would like to see and have additional information provided for the public hearing if the HRA decides to move ahead with that. ADJOURNMENT: MOTION by Commissioner Holm to adjourn. Seconded by Commissioner Meyer. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON COMMERS DECLARED THE MEETING ADJOURNED AT 7:53 P.M. Respectfully submitted, Denise M. Johnson Recording Secretary 10 DATE: August 26, 2009 TO: William W. Burns, City Manager AV FROM: Paul Bolin, Assistant Director of HRA Rick Pribyl, Finance Director SUBJECT: Consider HRA Tax Levy for Taxes Payable in 2010 Since 1996, the HRA has utilized a tax levy to help support its housing rehabilitation programs. The levy is equal to .0185% of the taxable market value of all real estate and personal property. The tax levy rate will allow the Authority to collect approximately $498,000, based on a city -wide tax market value of $2,691,764,600. In terms of the impact on taxpayers, the levy would cost $27.75 per year for a home valued at $150,000 and $185.00 per year for a commercial property valued at $1,000,000. The revenues raised by the levy are directed towards ongoing and future redevelopment priorities. State Statutes require the consent of the City Council, prior to the tax levy becoming effective. The City Council will act on this item on September 13th. As a final note, the HRA tax levy will be certified to the County Auditor on September 15, 2009. Recommendation Staff recommends that the Authority approve the attached resolution at their regular meeting on September 3, 2009. Attachment H: \-- Paul's Documents\IIRA\HRA Agenda Items\2009\September 3, 2009\2010HRA Memo (HRA Tax L.evy).doc HRA RESOLUTION NO. 2009 - RESOLUTION ADOPTING A 2009 TAX LEVY COLLECTIBLE IN 2010 BE IT RESOLVED by the Board of Commissioners (the "Commissioners ") of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority "), as follows: Section 1. Recitals. 1.01. The Authority is authorized by Minnesota Statutes Section 469.033 to adopt a levy on all taxable property within its area of operation, which is the City of Fridley, Minnesota (the "City "). 1.02. The Authority is authorized to use the amounts collected by the levy for the purposes of Minnesota Statutes Sections 469.001 to 469.047 (the "General Levy "). Section 2. Findings. 2.01. The Authority hereby finds that it is necessary and in the best interests of the City and the Authority to adopt the General Levy to provide funds necessary to accomplish the goals of the Authority. Section 3. Adoption of General Lew. 3.01. The following sums of money are hereby levied for the current year, collectible in 2010, upon the taxable property of the City for the purposes of the General Levy described in Section 1.02 above: Total General Levy: .0185% of Taxable Market Value Amount: Maximum Allowed by Law A Page 2 — Resolution No. Section 4. Report to City and Filing of Levies. 4.01. The Executive Director of the Authority is hereby instructed to transmit a certified copy of this Resolution to the City Council for its consent to the General Levy. 4.02. After the City Council has consented by resolution to the General Levy, the Executive Director of the Authority is hereby instructed to transmit a certified copy of this Resolution to the County Auditor of Anoka County, Minnesota. PASSED AND ADOPTED BY THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA THIS 3rd DAY OF SEPTEMBER, 2009. LAWRENCE R. COMMERS - CHAIRPERSON ATTEST: G: \WPDATA \F \FRIDLEY \05 \HRA LEVY \DOCS \HRA RES - 2003.DOC Fridley Housing and Redevelopment Authority FEB MEMORANDUM DATE: August 28, 2009 TO: William W. Bums, Executive Director of HRA FROM: Paul Bolin, Assistant HRA Director SUBJECT: Columbia Arena TIF Request Introduction: Attached to this memorandum is a memo from Attorney Casserly outlining the development agreement, parties involved, and a TI analysis of the project. Also attached are the resolutions necessary to approve the project and authorize the development agreement and TIF plan. Recommendation: Having reviewed the project, staff agrees that but for the TI assistance there would be no redevelopment of the Columbia Arena site. Staff recommends approval of the attached resolutions. KM WOE James R. Casserly jcasserly@krassmonroe.com Direct 952.885.1296 MEMORANDUM To: City of Fridley Housing and Redevelopment Authority Attn: Paul Bolin, HRA Assistant Executive Director From: James R. Casserly, Esq. Date: August 26, 2009 Re: Redevelopment Contract between the Housing and Redevelopment Authority and Premier FMC, LLC (Columbia Arena Project) Our File No. 9571 -67 Attached is a Contract for Private Redevelopment by and between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota and Premier FMC, LLC. This Contract provides public assistance to Premier FMC, LLC, the Redeveloper, through the creation of a Tax Increment financing district. The Contract adheres to the -Tema Sheet that-the HRA June of this y_ear.- The Contract is typical of the agreements that the HRA has entered into with other redevelopers for redevelopment projects. It is very similar to a recently approved project for Industrial Equities — North Yard, LLC for the redevelopment of 5110 Main Street. However, there are several items in this Contract which require discussion including the following: The Minimum Improvements include a 50,000 square foot clinic /office building and a senior complex consisting of approximately 153 living units. Not included in the definition of Minimum Improvements are 35 nursing beds in which construction is anticipated at a later date. It is important to note that the Redeveloper is only committing to the construction of the 50,000 square foot clinic office building. The Redeveloper is selling approximately half of the Redevelopment Property, to another Developer 8000 Norman Center Drive, Suite 1000 Minneapolis, Minnesota 55437-117-8 1E49526885.5999 FAx952.885.5969 www. krassmonroe.corn who will construct, or make the site .available to another builder (see definition of Minimum Improvements on Page 4 of the Contract). 2. Two Notes will be issued to the Redeveloper to provide assistance. One Note is the Site Acquisition Note and shall be for a maximum amount of $300,000. A Site Improvement Note in the maximum amount of $1,300,000 will also be issued (see definition of Note on Page 4 of the Contract). 3. The Notes will be issued in accordance with Article III of the Contract and the principal of the Acquisition Note shall be reduced by the difference between the payment for the Redevelopment Property and $4,050,000. Appropriate documents must be submitted to verify the acquisition costs (see Section 3.2(c) on Page 8 of the Contract). 4. The Site Improvement Note shall be the lesser of $1,300,000 or the actual cost of the Site Improvements as verified by lien waivers (see Section 3.2(b) on Page 8 of the Contract). 5. No Note shall be issued until there has been substantial completion of construction for both the clinic/office Minimum Improvements, which need to occur by July 1, 2011, and the senior complex Minimum Improvements, which need to be completed by December 31, 2012 (see Section 4.2 on Page 10 of the Contract). 6. Article VII contains the Note Terms. Please note Section 7.3(e). This _ allows for the prepayment of either Note on any payment date with substantial discounts: It paid within three 3 years wit ifi daate�o issuance, a discount of 7.5 %, after three (3) years and within six (6) years, a discount of 5.0 %, and after six (6) years and within nine (9) years, a discount of 2.5% (see Page 15 of the Contract). 7. In the event that the Assessor determines that the market valuation of the Minimum Improvements is less than $25,000,000 for the completed project, then the principal of both Notes shall be reduced by the percentage that the Assessor's Market Value is less than $25,000,000 (see Section 7.4 on Page 15 of the Contract). 8. There are the typical restriction on the assignment of the Note except that the Site Acquisition Note may be assigned to Dun II, LLC (the Redeveloper or builder of the senior complex portion of the site) (see Section 7.5, especially the last sentence on Page 16 of the Contract). As noted above, this Contract and the transaction it contemplates, is similar to many other HRA arrangements but it does differ in one respect in that the HRA is not dealing directly with the purchaser of the senior complex portion of the site or with the ultimate 2 owner /operator of the senior complex. In presentations to the City, Walker Elder Care Services has been noted as a potential owner /operator but those arrangements are still being negotiated (see Chart of Parties attached). In any event, no Notes will be issued and no assistance provided unless the senior complex is constructed. If the project is fully constructed as contemplated, it may only require nine (9) tax increment years to pay the revenue Notes (see Page 3 of the attached T.I. Analysis). In any event, the Notes will have an approximately 15 -year maturity. The Contract has numerous safeguards for the Authority, and the Redeveloper is assuming all the risks associated with construction, market valuation, class rates and tax rates. The costs for which the Authority is reimbursing the Redeveloper are in keeping with past Authority practices, and the total assistance, both in terms of the principal and the duration of the Notes, appear necessary to allow the project to proceed. We recommend adoption of the Contract. JRC /al Enclosures KM: 4823- 7493 -9652, v. 1 -4j CHART OF PARTIES William E. Fogerty "Fogerty" Sale Premier FMC, LLC 50% - Premier Central 65 Partners, LLC 50% - BMC Associates, LLC "Premier" Sale Dun II, LLC "Dun" Sale Walker Eldercare Services "Walker" KM: 4818 -5749 -2995, v. 2 Page 4 Multi -care Lease Associates Fridley "Clinic" Page 1 nc C01M OV Columbia Arena Site ASSUMPTIONS Original Market Values PIN # Owner Area (Acres) of Parcel (Sq. Feet) 2009 Assessed Value (Pay 2010) Land Building Total* 7011 Univers Ave NE 11 -30 -24-34 -0002 Wm. F e 12.75 555,390 1,615.500. 1 104,700 2,720,200 Totals 12.75 555,390 $ 1,615,500 2.91 $1,104,70 $ 2,720,200 4.90 0 Land per sq. ft. Total per sq it Original Tax Capacity CommerdallRefafl Rental Owner Occupied % of new EfC Class Rate 27,810 16,621 0 44,431 51. 48.9% 0.0% 100.0% 1,390,518 1,329,682 0 2,720,200 (� @ 2.00% = 1.25 °!0 = 1.00% = Phase 1 EstimatedMarketValue Estimatea Tax Capacity Estimated Taxes Estimated Tax Increment YEAR Built -2010 2011 2012 0 50,000 units sq. ft. $101200,,00000 312,450 149,713 47.9% of total taxes Phase 2 (combined) Estimated Market Value Estimated Tax Capacity ]Estimated Taxes Estimated Tax Increment Built - 2011 2012 2013 153 50,000 units sq. ft 25,300,000 391,250 497,167 333,765 67.1 % of total taxes i Phase 3 (combined) ===ff Estimated- a a ue --20151 51—It-2012 2014 50,000 sq. ft. 391,250 497,167 333,765 67.1'/'-- of total taxes Estimated Tax Capacity Estimated Taxes Estimated Tax Increment Buildable Area 555,390.0 Isq. ft. Coverage 0.0% F.A.R. Local Tax Rate - Pay 2009 ISD #16; RC WS 0.96584 State Tax Rate - Pay 2009 0.45535 (CA only) Eff. Incr. on local tax rate for taxes at F.D. rate Combined Tax Rate - CA Property Only 0.06395 1.48514 ' used for tax increment calculations Market Value Referendum Taxes 0.15421 °!o 10.00% Pay 2009 Admin Fees 1 State Auditorfeel 0.360% inflation ](after 2 yrs of full value) Present Value Rate 12!112009 2.50% 7.00% F'f Fiscal Disparities Metro Wide lax Rate seal Disparities Ratio I 1.15921 33.07340/6 Pay 2009 Pay 2009 Columbia Arena Site 2009b xis Prepared by Kress Monroe, PA 6/12/2009 Page 2 Columbia Arena Site 2009b.xls Prepared by Krass Monroe, P.A. 611212009 CITY OF'FRIDLEY Columbia Arena Site ASSUMPTIONS PHASES 1 - 3 Total Estimated Market Value $25,300,000 Commerrval/Retafl 10,000,000 Medical Office 100.6%j 50,000 sq. ft. @ 200 /sq. ft. = 10,000,000 Medical Office 100.0%1 0 sq. It @ 200 /sq, ft. = 0 Office / Retail 100.0%1 0 sq. R @ 80 /sq. ft. = 0 Retail - service 100.0% 0 sq. ft 90 /sq. ft. = 0 Restaurant / entertainn 100.0 °h 0 sq. ft. @ 90 /sq. ft = 0 - Other 1 100.0% 0 sq. ft. @ 90 /s . ft = 0 Rental I 15,300,000 Nursing home (exempt 100.0% 35 units @ 0 /unit= 0 Senior Uving 100.0% 153 units @ 100,D00 /unit = 15,300,000 Owner Occupied 0 A Single Family Homes 100.0% 0 units @ 245,000 /unit = 0 B Row Townhomes 100.0% 0 units @ 215,000 /unit = 0 C Townhomes 100.0% 0 units @ 20D,000 /unit = 0 D Condo (above retail ) 100.0% 0 units @ 145,000 /unit = 0 188 units 50,000 sq. ft. Total Estimated'Pax Capacity 391,250 Commercial /Retail 200,000 Medical Office 2.00% 200,000 ^_ Medical Office 2.00% 0 Office / Retail 2.00% 0 Retail - service 2.00% 0 Restaurant/ entertainment 2.00% 0 Other 1 2.00% 0 Rental 1 191,250 Nursing home (exempt) 1.25% 0 Senior Living 1.25% 191,250 Owner Occupied 0 A Single Family Homes 0 <= 500,000 1.00% 0 > 500,ODO 1.25% 0 B Row Townhomes 0 <= 500,000 1.00% 0 > 500,000 1.25 °0 C Townhomes 0 <— 500,000 1.00% 0 > 500,000 1.25% 0 D Condo (above retail) 0 <= 500,000 1.00% 0 > 500,000 1.25% 0 Total Estimated Taxes 497,167 Commercial /Refafl 312,450 Medical Office 50,000 sq. ft. @ 6.25 /sq. ft. = 312,450 Medical Office 0 sq. ft. @ 0.00 /sq. ft. = 0 Office / Retail 0 sq. ft. @ 0.00 /sq. ft. = 0 Retail - service 0 sq. ft. @ 0.00 /sq. ft. = 0 Restaurant / entertainment 0 sq. ft. @ 0.00 /sq. ft = 0 Other I 1 0 sq. ft. @ O.DO /sq, ft. = 0 Rental 1 184,717 Nursin home (exempt 35 units @ 0 /unit = 0 Senior Living 153 units @ 1,207 /unit= 184,717 Owner Occupied 0 A Single Family Homes 0 units @ 0 /unit = 0 B RowTownhomes 0 units@ 0 /unit= 0 C Townhomes 0 units @ 0 /unit = 0 D Condo (above retail) 0 units @ 0 /unit = 0 Construction 2012 100.00% Full Valuation 2013 Taxes Pa able 2014 Columbia Arena Site 2009b.xls Prepared by Krass Monroe, P.A. 611212009 Page 3 CITY OF FRIDL 1=Y Columbia Arena bite CASK FL.OW.AND PRESENT VALUE gNALY,StS ' ANNUAL - SEMI-AN UAL (1) �!) (a) (b) Od inal (c) Estimated (d) Captured (e) Est T.I. (fl Less: (9) Available (h Cumulative <--- Present Value --> Tax 1 Tax d x Admin/Pro Tax Avail. Tax Semi Annual Cumulative Cape Capacity Capacity 0.96684 Fees Increment Increment Balance Balance 1 Date see assum lions c - b St Aud. F e o e - Total of P.V. al of 2.6% Inflation (prev. year) 0.360% 10.00% 7.00% 0 0 0 12/0 0 6 0 44 431 44,431 44 431 44 431 0 0 0 0 0 0 0 D 0 0 0 0 06101/09 12/01!09 OBlQ1 /10 44,431 44431 0 0 0 0 0 0 0 12/01/10 44,431 44 431 44 431 200,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 06/01/11 12/01/11 ,431 200,000 391,250 0 155,569 74,857 7,466 67,371 67,371 56,725 56,725 1 06/01/12 P44,431 4,431 391,250 401,031 401,031 155,569 346 819 346 819 74,857 166,883 156,883 7,486 16 688 16 68B 67,371 150,194 150,194 134,742 284,937 435,131 54,806 118,051 114 059 111,531 229,582 343,642 456,952 12/01/12 2 06/01/13 4,431 12/01/13 4,431 3 06/01/14 44,431 44,431 44 431 411,057 411,057 421,333 356,600 356,600 366,626 171 589 171,589 176,413 17,159 17,159 17,641 154,430 154430 156 772 589,561 743,992 902,764 113 310 109479 108,750 566,431 675,181 12/01/14 4 06/01/15 44,431 44 431 44,431 44,431 421,333 431,867 -431,867 442,663 366 626 376 902 376,902 387,435 176,413 181,358 181,358 186,427 17,641 18,136 18,136 18,643 158,772 163,222 163 222 167,784 1,061,53 1,224,758 1,387,981 1,555 765 105,073 104,365 100 836 100,149 __78-02-54 884,619 985,455 1,085,604 12/01/15 06/01116 5 12101/16 6 06/01/17 44,431 442,663 387,435 186,427 18,643 19,152 167,784 172,460 1,723,549 1,896,D09 96,762 96,095 1,182,366 '!,278461 12/01/17 7 06/01/18 12/01/18 44;431 44,431 453,730 453,730 398,232 398,232 191,622 191 622 19,162 172,460 2,068,468 92,846 1,371,306 8 06101!19 44,431 455,073 409,299 196,947 196,947 19,695 19,695 177,252 177,252 2,245,721 2,422973 92,199 89,081 1,463 505 1,552,586 12/01!19 44,431 44,431 465,073 476,700 409,299 420,642 202,405 20,241 182,165 2,605,138 88,454 1,641,D40 9 06)D1/2D 12/0120 44,431 44,431 44,431 476,700 480,618 488618 420,642 432,269 432,269 202,405 208,000 208,000 20 241 20,800 20,800 182,155 187,200 187,200 2 787 302 2,974,502 3,161,702 85,463 84,855 81985 1,726,503 1,811,358 1893,343 10 06/01/21 12/0-1/21 11 06101122 44,431 44,431 44,431 500,833 500,833 513,354 444,186 444,186 456,402 213 734 213,734 219,612 21,373 21,373 21,961 192 361 192,361 197,651 3,354 062 3,546,423 3,744,074 81,397 78,644 78,075 1974,740 2,053,384 2,131,459 , 12/01122 12 06/01/23 __ 13 05/01/24 44,431 526,188 468,923 225,637 22,564 203,073 4,144,798 74,883 72,351 2,281,776 2,354126 12/01/24 44,431 526,188 468,923 225,637 231,812 22,564 23,181 203,073 208,631 4,347,871 41556,502 71,817 2,425,944 14 06/01!25 44,431 44,431 539,342 539,342 481,756 481,756 231,612 23,181 208,631 4,765,133 69,389 2495,332 12/01/25 06/01/26 44,431 552,826 494,911 238,142 23,814 214,328 4,979,461 5193,789 68 873 66,544 2,564 205 2,630,748 15 12/01/26 44,431 552,826 566,647 494,911 508,395 238,142 244,630 23,814 24,463 214,328 220,167 5,413,955 66,045 2,696,793 16 06/01/27 12/01/27 06/01/28 44,431 44,431 44,431 44,431 566,647 580;813 80,813 508,395 522,215 522,215 244,6301 251,280 251,280 24,463 25,128 25,128 220,167 LLZZ6,152 226,152 5,634 123 5,860,275 6,086428 63,812 63,330 61,188 2,760,665 2,823,935 2,885,123 17 12/01/28 18 06/01/29 12/01/29 44,431 44,431 595,333 595,333 536,381 536,381.. 550,902 258,097 258,097 265,084 25,810 25,810 26,508 232,287 232,287 238,575 6,318,715 6,551,002 6,789,577 60,723 58,669 58,220 2,945,846 3,004,515 3,062,735 19 06/01!30 12/01/30 44,431 44,431 610,216 610 216 550,902 265,084 26,508 238,575 7,028,153 56,251 3,118 986 20 06101/31 12/01/31 05/01/32 44,431 44,431 44,431 625 472 625,472 641,109 565,785 565,785 581,041 272,245 272,245 279,586 27,225 27,225 27,959 245 0-21 .245 021 251,627 7,273,173 7,518 194 7,769,822 55,817 53,930 53,511 3,174,803 3,228,733 3,282,244 21 12!01/32 44,431 641,109 581,041 279,586 27,959 251,627 8,021449 51,701 51,297 3,333,945 3,385,242 22 06/01/33 44,431 657,136 596,677 596,677 287,110 287,110 28,711 28,711 258,399 258,399 8,279,848 8,538 247 49,553 3.434,805 12101/33 06101134 44,431 44,431 657,136 673,565 612,705 294,822 29,482 265,340 8,803,587 49,173 3,483,978 23 12/01134 44,431 673,565 612,705 294,822 29,482 265,340 9,068,927 9,341,382 47,510 47,134 31531,488 3,578,622 24 05/01/35 12/01/35 44,431 44,431 690,404 690,404 629,133 629,133 302,727 302,727 30,273 30,273 272,455 272,455 9,613,836 45,540 3,624,163 25 06/01/36 44,431 707,664 645,973 310.8 31,083 279,747 9,893,583 10173,330 45,178 43,650 3,669,341 3,712 991 12/01/36 44 431 707 664 645,973 310 830 31,083 279,747 11,303,70 1.130,370(1:0,173,320, 10,173,330 1�,3,712,9912 3,712,991 NPV 7.00% 12101/09 4,125 545 1 412.555 1 3,7 991 1 Columbia Arena Site 2009b.xls Prepared by Krass Monroe, P.A. 6/12/2009 Page 4 CITY OF FRIDLEY Columbia Arena Site SOURCES AND USES TOTAL SOURCES Tax Increment Assistance 1,600,000 Grants 0 Land Sales Rental 188 units @ $ 12,600 per unit= 2,368,800 Land Sales Medical Office 50,000 Bldg Sq. Ft @ $ 33.62 sq'. ft. = 1,681,200 TOTAL SOURCES 5,650,000 USES Acquisition 1 4,050,000 Development Fee/Expenses 300,000 60,000 Demolition - Building 260,000 Excavation & soil correction 420,000 Infrastructure - Utilities 280,000 Roads, Sidewalks 280,000 Contingency 0.0% 0 TOTAL USES 5,650,000 SURPLUS / (DEFICI -0 0 . 0 Columbia Arena Site 2009b.xls Prepared by Krass Monroe, P.A. 6/12/2009 SECTION XXI TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 20 (COLUMBIA ARENA) Subsection 21.1. Statement of Objectives. See Section I, Subsection 1.5, Statement of Objectives. Subsection 21.2. Modified Redevelopment Plan. See Section I, Subsections 1.2 through 1.15. Subsection 21.3. Parcels to be Included. The boundaries of Tax Increment Financing District No. 20 (the "TIF District ") are described on the attached Exhibit XXI -A and illustrated on Exhibit XXI -B. Subsection 21.4. Parcels in Acquisition. The Authority may write down or acquire and reconvey real property, or interests therein, within this TIF District or elsewhere within the Project Area, at the time or times as the Authority may determine to be necessary or desirable to assist or implement development or redevelopment within the Project Area or the TIF District. The City may acquire any of the parcels described on Exhibit I -A and illustrated on Exhibit I -B by gift, dedication, condemnation or direct purchase from willing sellers in order to achieve the objectives of the Redevelopment Plan or the TIF Plan. Subsection 21.5. Development Activity for which Contracts have been Signed, Id Plan, of the date o op ion o e o Redevelopment Contract with Premier FMC, LLC, a limited liability company for the medical clinic /office space discussed below. Subsection 21.6. Specific Development Expected to Occur. At this time it is anticipated that approximately 50,000 square feet of medical clinic/office space will be constructed by July 1, 2011 with an estimated market value of approximately $10 M. In addition, it is anticipated that a senior complex of approximately 153 living units with an estimated market value of approximately $15.0 M will be constructed by December 31, 2012. A subsequent phase of 35 nursing beds is also anticipated. Walker ElderCare Services is intended to be the owner and operator of the senior complex and nursing facility. Subsection 21.7. Prior Planned Improvements. After due and diligent search, the Authority has determined that no building permits have been issued during the eighteen (18) months immediately preceding approval of the TIF Plan by the Authority. Subsection 21.8. Fiscal Disparities. The Council hereby elects the method of tax increment computation set forth in Minnesota Statutes, Section 469.177, 20 -1 Subdivision 3, clause (a) if and when commercial /industrial development occurs within the TIF District. Subsection 21.9. Estimated Public Improvement Costs. The estimated public improvement costs, including interest thereon to be incurred for the benefit of and within the TIF District and the Project Area are set forth on Exhibit I -C. Subsection 21.10. Estimated Amount of Bonded Indebtedness.. It is anticipated that approximately $4.9 M of bonded indebtedness may be incurred with respect to this portion of the Project Area. Subsection 21.11. Sources of Revenue. Anticipated revenue sources to assist in the financing of the public improvement costs, pursuant to Subsection 21.9. above, include (1) general obligation and /or revenue tax increment obligations with interest; (2) the direct use of tax increments; (3) the borrowing of available funds, including without limitation interest- bearing City short-term or long -term loans; (4) interfund loans or advances; (5) interfund transfers, both in and out; (6) land sale or lease proceeds; (7) levies; (8) grants from any public or private source; (9) developer payments; (10) loan repayments or other advances originally made with tax increments as permitted by Minnesota Statutes; and (11) any other revenue source derived from the City's or Authority's activities within the Project Area as required to finance the costs as set forth in Exhibit I -C. All revenues are available for tax increment eligible expenses within the Project Are as allowed by Minnesota Statutes. Subsection 21.12. Estimated Original and Captured Tax Capacities. The tax capacity of all taxable property in the TIF District, as most recently certified by the Commissioner of Revenue of the State of Minnesota on January 2, 2009, is estimated The captured tax capacity of the TIF District upon completion of the proposed improvements on January 2, 2013 is estimated to be $346,819. The Authority intends to utilize 100% of the captured tax capacity for the duration of the TIF District for purposes of determining tax increment revenues. Subsection 21.13. Tax Increment. Annual tax increment generated from the TIF District has been calculated at approximately $334,972 upon the initial completion of the improvements. This estimate is provided on the attached Exhibit XXl -C. Revenue has also been projected for the duration of the TIF District and is shown on Exhibit I -C- 15. Subsection 21.14. Local Tax Rate. The estimated pay 2009 local tax rate is 0.96584. Subsection 21.15. Type of TIF District. The TIF District is a redevelopment district pursuant to Minnesota Statutes, Section 469.174, Subdivision 10. 20 -2 receipt of the first tax increment is estimated to be July, 2012. Thus, it is estimated that the TIF District, including any modifications for subsequent phases or other changes, would terminate in the year 2037. Subsection 21.17. Estimated Impact on Other Taxing Jurisdictions. The estimated impact on other taxing jurisdictions assumes construction would have occurred without the creation of the TIF District. If the construction is a result of tax increment financing, the impact Is $0 to other entities. Notwithstanding the fact that the fiscal impact on the other taxing jurisdictions is $0 due to the fact that the financing would not have occurred without the assistance of the Authority, the attached Exhibit XXI -E reflects (1) the estimated impact of the TIF District if the "but for" test was not met; (ii) the estimated amount of tax increment generated annually and over the duration of the TIF District; and, (iii) the estimated amount of tax increment attributable to the County, School District and other taxing districts. At this time the Authority anticipates there will be no impact on City services due to the creation of the TIF District. Additionally, since the City has no current plan to issue general obligation debt for project costs, it further anticipates that there will be no impact on its borrowing costs due to the creation of the TIF District. Please refer to Exhibit XXI -D for the narrative "but for" analysis. Subsection 21.18. Modification of the TIF District and/or the TIF Plan. As of September 28, 2009, no modifications to the TIF District or the TIF Plan have been made, said date being the date of initial approval and adoption thereof by the City f :ni inril_ 20 -3 EXHIBIT XXI —A PARCELS TO BE INCLUDED 11 -30 -24-34 -0002 and all easements, rights -of -way and adjacent roads and streets XXI -A -1 4 story senior living 155,600 GSF (38,900 /floor) t r� r 7 _ - -_I r �` IF t:. i� -; { po � x� r r ,jam r 'i } h � IS� � '� � i• f.q i !i r Page 1 Site 7011 University Ave NE 11 -30 -24-34 -0002 Wm. Fogerty sq. ft. 12.75 555,390---f 391,250 1,615,500 1,104,700 2,720,200 2013 ISD #16; RC WS 0.96584 497,167 Estimated Tax Increment I Pay 2009 0.45535 0 333,765 67.1% _ Eff. Incr. on local tax rate for taxes at F.D. rate 0.06395 _ Phase 3 (combined) Totals 1.48514 12.75 555,390 $ 1,615,500 $ 1,104,70 $ 2,720,200 * used for tax increment calculations 25,300,000 9.3 Estimated Tax Capacity 2013 0 sq. ft. 2.91 4.90 Estimated Taxes 2014 Market Value Referendum Taxes 520,761 and per sq. ft. Total per sq ft Fiscal Disparities Metro Wide Tax Rate 1.15921 333,765 64.1% Fiscal Disparities Ratio iginal Tax Capacity % of new ETC Pay 2009 Class Rate 44,431 Admin Fees Commercial /Retail 51.1% 1,390,518 @ 2.00% = 27,810 Coverage State Auditor Fee Rental 1 1 48.9% 1,329,682 @ 1.25% = 16,621 — _ v_ Owner Occupied 0.0% 0 @ 1.00% = 0 Present Value Rate 1211/2009 7.00% 100.0% 2 720,200 lase 1 YEAR — - Estimated Market Value Built - 2010 0 units $10,000,000 Estimated Tax Capacity 2011 50,000 sq. ft. 20D,000 Estimated Taxes 2012 312,450 _ Y Estimated Tax Increment 149,713 47.9% of total taxes lase 2 (combined) Estimated Market Value Built - 2011 153 units 25,300,000 of total taxes times Incr. In MV of total taxes Estimated Tax Capacity 2012 50,000 sq. ft. 391,250 Estimated Texas 2013 ISD #16; RC WS 0.96584 497,167 Estimated Tax Increment I Pay 2009 0.45535 (CA only) 333,765 67.1% _ Eff. Incr. on local tax rate for taxes at F.D. rate 0.06395 _ Phase 3 (combined) Only 1.48514 * used for tax increment calculations 25,300,000 9.3 Estimated Tax Capacity 2013 50,000 sq. ft. 391,250 Estimated Taxes 2014 Market Value Referendum Taxes 520,761 Pay 2009 Estimated Tax Increment Fiscal Disparities Metro Wide Tax Rate 1.15921 333,765 64.1% Fiscal Disparities Ratio 33.0734% Pay 2009 Buildable Area Admin Fees 555,390.0 sq. ft. Coverage State Auditor Fee 0.0% F.A.R. — of total taxes times Incr. In MV of total taxes r Columbia Arena Site 2009b - TIF Plan.xls XXI -C-1 7/23/2009 Local Tax Rate - Pay 2009 ISD #16; RC WS 0.96584 State Tax Rate - I Pay 2009 0.45535 (CA only) _ Eff. Incr. on local tax rate for taxes at F.D. rate 0.06395 _ Combined Tax Rate - CA Property Only 1.48514 * used for tax increment calculations Market Value Referendum Taxes 0.15421% Pay 2009 Fiscal Disparities Metro Wide Tax Rate 1.15921 Pay 2009 Fiscal Disparities Ratio 33.0734% Pay 2009 Admin Fees 10.00% State Auditor Fee 0.360% — Inflation (after 2 yrs of full value) 2.50% Present Value Rate 1211/2009 7.00% r Columbia Arena Site 2009b - TIF Plan.xls XXI -C-1 7/23/2009 -3 Uommercai r rcvIcu ° ° 2 50,000 s sq. ft @ 200 l lsq. ft = 1 10,000,0DD Rental 100.0% 3 35 u units @ 0 0 / /unit = 0 0 Nursing home (exempt 1 Senior Living 1 100.0% 1 153 u units @ 1 100,000 / /unit = 1 15,300,000 Owner Occupied 100.0% 0 0 u units @ 2 245,000 / /unit = 0 A S Single Family Homes 1 0 u units @ 2 215,000 / /unit = 0 0 C T Townhomes 1 0 u units @ 2 200,000 ! !unit = 0 0 D C Condo (above retail) 1 188 u units 50,000 s sq. ft. Estimated Tax Capacity Commercial /Retail 2.00% 2 200,000 Medical Office 0 Medical ce Office /Retail 2.00% Retail -service 2'00% Restaurant / entertainment 2.00% tNursinUghome 2.00% - _ (exempt) 5% 1.25% g Owner Occupied " - A Single Family Homes <c 500,000 1.00% PtEl 500,000 1.25% B RowTownhomes - " <= 500,000 1.00% 0 _ _. • -.•_.. > OW D C Townhomes "- -' <c 500,000 1.00% 0 - - -•- > 500,000 1.25% 0 _�.. D Condo (above retail) 0 - <= 500,000 1.00% 0 > 500,000 1.25% 0 F­.. 61 Total Estimated Taxes 312, Commercial /Retail Medical Office 50,000 sq. fL @ 6.25 /sq. ft. = 312,450 Medical Office 0 sq. ft. @ 0.00 Isq. ft = 0 Office / Retail 0 sq. ft. @ 0.00 /sq. ft. = 0 Retail - service 0 sq. ft. @ 0.00 Isq. ft. = 0 Restaurant / entertainment 0 sq. ft. @ 0.00 /sq. ft. = 0 __ Other 0 sq. ft @ 0.00 /sq. fL = 0 - -_ -- ! 208,311 Rental Nursing home (exempt) 35 un'ds @ D /unit = 1 �__... Senior Living 153 units @ 1,362 !unit = 208,311 0 Owner Occupied A Single Family Homes 0 units @ 0 /unit = B Row Townhomes 0 units @ 0 /unit = C Townhomes 0 units @ 0 /unit = D Condo (above retail) 0 units @ 0 /unit = Construction 2012 100.00% Full Valuation 2013 i - - - - - -- Taxes Pa able Columbia Arena Site 2009b - TIF Plan.xis XXI -C-2 7/23/2009. CITY OF FRIDLEY Columbia Arena Site (TIF #20) CASH FLOW AND PRESENT VALUE ANALYSIS < ANNUAL > < - SEMI - ANNUAL (a) b) (c) (d ) (a) M (9) (h) (I) U) Original Estimated Captured Est. T.I. Less: Available Cumulative <- Present Value --> Tax Tax Tax d x Admin/PM Tax Avail. Tax Semi Annual Cumulative Date Capacity Capacity Capacity 0.96584 Fees Increment Increment Balance Balance see assum lions c - St Aud. Fe e x e) - Total of.( P.V. of tal of i) 2.6% Inflation (prev. year) 0.360% 10.00% 1 7.00% 12/01/0 06101/09 44,431 44,431 0 0 0 0 0 0 12/01/09 44,431 44,431 0 0 0 0 01 0 06/01/10 44,431 44,431 0 0 0 0 0 0 0 12/01/10 44,431 44,431 0 0 0 0 0 0 0 06/01/11 44,431 200,000 0 0 0 0 0 0 0 12/01/11 44,431 200,ODO 0 0 0 0 0 0 0 1 06/01/12 44,431 391,250 155,569 74,857 7,486 67,371 67,371 56,725 56,725 12/01/12 44,431 391,250 155,569 74,857 7,486 67,371 134,742 54,806 111,531 2 06/01/13 44,431 401,031 346,819 166,883 16,688 150,194 284,937 118,051 229,582 12/01/13 44431 401,031 346,819 166,883 16,686 150,194 435,131 114,059 343,642 3 06/01/14 44,431 411,057 356,600 171,589 17,159 154,430 589,561 113,310 456,952 12/01/14 44,431 411,057 356,600 171,589 17,159 154,430 743,992 109,479 566,431 4 06/01/15 44,431 421,333 366,626 176,413 17,641 158,772 902,764 108,750 675,181 12101115 44,431 421,333 366,626 176,413 17,641 158,772 1,061,536 105,073 780,254 5 06/01/16 44,431 431,867 376.902 181,358 18,136 163,222 1,224,758 104,365 884,619 12/01/16 44,431 431,867 376,902 181,358 18,136 163,222 1,387,981 100,836 985,455 6 1 06/01/171 44,431 442,663 387,435 186,427 18,643 167,784 1,555,765 100,149 1,085,604 12/01/17 44,431 442,663 387,435 185,427 18,643 167,784 1,723,549 95,762 1182,366 7 06/01118 44,431 453,730 398,232 191,622 19,162 172,460 1,896,009 96,095 1,278,461 12/01/18 44,431 453,730 398,232 191,622 19 162 172,450 2,068,468 92,846 1,371,306 8 06/01/19 44,431 465,073 409,299 196,947 19,695 177,252 2,245,721 92,199 1,463,505 12101/19 44,431 465,073 409,299 196,947 19,6951 177,252 2,422,973 89,081 1,552,586 9 06/01/20 44,431 476,700 420,642 202,405 20,241 182,165 2,605,138 88,454 1,641,040 12101/20 44,431 476,700 420,642 202,405 20,241 182,165 2,787,302 85,463 1726,503 10 06/01/21 44,431 488,618 432 269 208,000 20,800 187,200 2,974,502 84,855 1 1,811,358 12/01/21 1 44,431 488,618 432,269 208,000 20,800 187,200 3,161,702 81,985 1 1,893,343 11 06101/22 44,431 500.1333 444,186 213,734 21,373 192,361 3,354,062 81,397 1,974,740 12/01122 44,431 500,833 444,1861 213,734 21,373 192,361 3,546,423 78,644 2,053,384 12 06101/23 44,431 513,354 456,402 219,612 21,961 197,651 3,744,074 78,075 2,131,459 12/01/23 44,431 513,354 456,402 219,612 21,961 197,651 3,941,725 _ 75,434 1 2,206,893 -1-3- -tOffit/24- 44,431 626,188 1 -225,637 22,564 203,n73 4 144 798 74-883 2-281,776 12/01/24 44,431 526,188 468,923 225,637 22,564 203,073 4,347,871 72,351 2,354,126 141 06/01/25 1 44,431 539,342 481,756 231,812 23,181 208,631 4,556,502 71,817 2425,944 12/01/25 44,431 539,342 481,756 231,812 23,181 208,631 4,765,133 69,389 2,495,332 15 06/01/26 44,431 552,826 494,911 238,142 23,814 214,328 4,979,461 68,873 2,564,205 12/01/26 44,431 552,826 494,911 238142 23,814 214,328 5,193 789 1 66,544 2,630,748 16 06/01/27 44,431 566 647 508,395 244,630 24,463 220,167 5,413 956 1 66,045 2,696,793 12/01/27 44,431 566,647 508,395 244,630 24,463 220,167 5,634,123 63,812 2,760,605 17 06/01/28 44,431 580,813 1 522,215 251,280 25,128 226,152 5860,275 63,330 2,823,935 12/01/281 44,431 580,8131 522,215 251,280 25,128 226,152 6,086,428 61,188 2,885,123 18 06/01/29 44,431 595,333 536,381 258,097 26,810 232,287 6,318,715 60,723 2,945,846 12101/29 44,431 595,333 536,381 258,097 25,810 232,287 6,551,002 58,669 3,004,515 19 06/01130 44,431 610,216 550,902 265,084 26,508 238,575 6,789,577 58,220 3,062,735 12/01/30 44,43.1 610,216 550,902 265,094 26,508 238,575 7,028,153 56,2 1 3,118,986 20 06/01/31 44,431 525,472 565,785 272,245 27,225 245,021 7,273,173 55,817 3,174,803 12/01/31 44,431 625,472 565,785 272,245 27,225 245,021 7,518,194 53,930 3,228,733 21 06/01/32 44,431 641,109 581,041 279,586 27,959 251,627 7,769,822 53,511 3,282,244 12/01/32 44,431 641,109 581,041 279,586 27,959 251,627 8,021,449 51,701 3,333,945 22 06/01/33 44,431 657,136 596,677 287,110 28,711 258,399 8,279,848 51,297 3,385,242 12/01133 44,431 657,136 596,677 287,110 28,711 258,399 8,538,247 49,563 3,434 805 23 06/01/34 44,431 673,565 612,705 294 822 29,482 265,340 8,803,587 49,173 3,483,978 12101134 44,431 673,565 612,705 294,822 29,482 1 265,340 9,068927 47,510 3,531,48_8 24 06101/35 44,431 690,404 629,133 302,727 30,273 272,455 9,341,382 47,134 3,578,6_22 12/01/35 1 44,431 690,404 629,133 302,727 30,273 272,455 9,613,836 45,540 3,624,163 25 06/01/36 44,431 707,664 645,973 310,830 31,083 279,747 9,893,583 45,178 3,669,341 12/01/36 44,431 707,654 645,973 310,830 31,083 279,747 10,173,330 43,650 3,712,991 26 06101/37 44,431 725,356 663,233 319,135 31,914 287,222 10,460 552 43,301 3,756,292 12/01/37 44,431 725,356 663,233 319,135 31,914 287,222 10,747,774 41,837 3,798,129 11,941,97 1,194,197 10,747,77 10,747,774 3,798,129 3,798,129 NPV 7.00% 12/01 /09 4 220143 422,014 1 3,798,129 _ Columbia Arena Site 2009b - TIF Planxls XXI -C-3 7/2312009 EXHIBIT XXI- -D "BUT FOR" ANALYSIS The proposed TIF District will provide the City an opportunity to promote redevelopment in one of its older areas. The Columbia Ice Arena is the structure that sits on the 11- acre site to be included in the TIF District. This site was recently converted from public zoning to industrial (M2) zoning since it is no longer owned and operated by a public entity. The site was being marketed for warehouse space; however, there are numerous fire and building code issues that would have to be addressed before the building could be used for any other purpose. As a practical matter, the building has no value and the site would be enhanced if the building were demolished and removed. The building has been deemed to be substandard and from an inspection and analysis provided by LHB Engineers & Architects, it has been determined that this site qualifies for inclusion in a redevelopment tax increment financing district. Redevelopment of this site would accomplish one or more of the following objectives as provided for in the City's Comprehensive Plan: • Remove older, blighted or outdated buildings; • Provide the opportunity for more efficient land uses; • Provide an opportunity to correct environmental problems; • Provide an opportunity to build new commercial, industrial, or residential facilities to meet the current market demand of the community; • Create additional job opportunities; • Strengthen the tax base; • Eliminate incompatible land uses; • Create opportunities for new streetscape improvements, such as lighting, decorative fencing, or landscaping; and • Update old utilities with new facilities and allow for the burying of above ground utility lines. Upon completion of the proposed redevelopment which includes the construction of an approximately 50,000 square foot medical office building and a 188 unit senior complex, the City's market value should increase by at least $22 million. The costs of the substantial redevelopment activities, including demolition and removal of the structure and asphalt, remediating any environmental degradation, providing geotechnical corrections, relocating utilities and installing streets, public utilities and necessary infrastructure so that there will be pad ready sites for construction and the cost of acquiring the site are estimated at approximately $5.7 million. However, the market value of the site that is prepared and ready for new development is estimated to be approximately $4.1 million. It is this difference of approximately $1.6 million for XXI -D -1 which tax increment generated from the TIF District will be applied. But for the use of tax increment, the Authority and City have determined that this development would not occur in the reasonably foreseeable future. KM: 4836 -5497 -3188, v. 1 XXI -D -2 EXHIBIT XXI - E ESTIMATED IMPACT OF TAX INCREMENT FINANCING DISTRICT NO. 20 IMPACT ON TAX BASE IMPACT ON TAX RATE * TAX ORIGINAL ESTIMATED CAPTURED DISTRICT RATE TAX TAX TAX TAX TAX 0.28640 ENTITY BASE CAPACITY CAPACITY CAPACITY OF TOTAL 0.971 % City of Fridley 35 728 720 44,431 4 441431 391,250 391,250 346, 819 346,819 0.096 °0 County of Anoka 362,572,461 46,275,651 44,431 391,250 346,819 0.749% ISD #16 IMPACT ON TAX RATE * * Assumes construction would have occurred without the creation of a Tax Increment Financing District. if construction is a result of Tax Increment Financing, the impact is $0. XXI -E -1 TAX % OF TAX TAX RATE ENTITY RATE TOTAL INCREMENT INCREASE City of Fridley 0.28640 29.65% 99,329 111,253 0.281 0.031% County of Anoka 0.32078 33.21% 28.12% 94,179 0.205% ISD #16 0.27155 0.08711 9.02% 30,211 Other n QRSR4 100 00°10 334,972 * Assumes construction would have occurred without the creation of a Tax Increment Financing District. if construction is a result of Tax Increment Financing, the impact is $0. XXI -E -1 EXHIBIT C - continued Budget TIF No. 20 Source of Funds Tax Increment Revenue $ 12,000,000 Investment Earnings 120,000 Bond Proceeds Loan Proceeds _ Sales /Lease Proceeds _ Loan /Advance Repayments Other Total Source of Funds $ 12,120,000 Use of Funds Land /building acquisition $ 1,000,000 Site Improvements /preparation costs 730,000 Installation of public utilities 730,000 Parking facilities Streets and sidewalks 730,000 Interest reduction payments 730,000 Bond principal payments - Bond interest payments Loan principal payments Loan /note interest payments 7,000,000 Administrative costs 1,200,000 Other Transfers out - Total Use of Funds I -C -15 $ 12,120,000 0 HRA RESOLUTION NO. A RESOLUTION MODIFYING THE REDEVELOPMENT PLAN FOR REDEVELOPMENT PROJECT NO.1 AND THE TAX INCREMENT FINANCING PLANS FOR TAX INCREMENT FINANCING DISTRICTS NOS. 6-7,9,11-13 AND 16 -19 TO REFLECT INCREASED PROJECT COSTS AND INCREASED BONDING AUTHORITY WITHIN REDEVELOPMENT PROJECT NO. 1, CREATING TAX INCREMENT FINANCING DISTRICT NO. 20 AND ADOPTING A TAX INCREMENT FINANCING PLAN RELATING THERETO BE IT RESOLVED by the Board of Commissioners (the "Commissioners ") of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority "), as follows: Section 1. Recitals. 1.01. It has been proposed that the Authority approve and adopt the proposed modifications to its Redevelopment Plan for Redevelopment. Project No. 1 (the "Project Area ") reflecting increased project costs and increased bonding authority, pursuant to and in accordance with Minnesota Statutes, Sections 469.001 to 469.047, inclusive, as amended and supplemented from time to time. 1.02. It has been further proposed that the Authority approve and adopt the proposed modifications to the Tax Increment Financing Plans (the "Existing Plans ") for Tax Increment Financing Districts Nos. 6 -7, 9, 11 -13 and 16 -19 (the "Existing Districts ") reflecting ;---eased projert Gosts- and inc-reased bonding ai 1thodty within the Project Area, pursuant to Minnesota Statutes, Section 469.174 through 469.1799, inclusive, as amended and supplemented from time to time. 1.03. It has been further proposed that the Authority approve the creation of proposed Tax Increment Financing District No. 20 (the "Proposed District") within the Project Area and approve and adopt the proposed Tax Increment Financing Plan (the "Proposed Plan ") relating thereto, pursuant to and in accordance with Minnesota Statutes, Sections 469.174 to 469.1799, inclusive, as amended and supplemented from time to time. 1.04. The Authority has investigated the facts and has caused to be prepared with respect thereto, a modified Redevelopment Plan for the Project Area and modified Existing Plans for the Existing Districts reflecting increased project costs and increased bonding authority within the Project Area and a Proposed Plan for the Proposed District, defining more precisely the property to be included the public costs to be incurred, and other matters relating thereto. 1.05. The Authority has performed all actions required by law to be performed prior to the approval and adoption of the modifications to the Redevelopment Plan and Existing Plans and the approval and adoption of the Proposed Plan. HRA Resolution No. 1.06. The Authority hereby determines that it is necessary and in the best interests of the City and the Authority at this time to approve and adopt the modifications to the Redevelopment Plan and Existing Plans, to create the Proposed District and to approve and adopt the Proposed Plan relating thereto. Section 2. Findings. 2.01. The Authority hereby finds, determines and declares that the assistance to be provided through the adoption and implementation of the modified Redevelopment Plan, modified Plans and Proposed Plan (collectively, the "Plans ") is necessary to assure the development and redevelopment of the Project Area. 2.02. The Authority hereby finds, determines and declares that the Plans conform to the general plan for the development and redevelopment of the City as a whole in that they are consistent with the City's comprehensive plan. 2.03. The Authority finds, determines and declares that the Plans afford maximum opportunity consistent with the sound needs of the City as a whole for the development and redevelopment of the Project Area by private enterprise and it is contemplated that the development and redevelopment thereof will be carried out pursuant to redevelopment contracts with private developers. Section 3. Approvals and Adoptions. 3.01. The modifications to the Redevelopment Plan reflecting increased project costs and increased bonding authority within the Project Area are hereby approved and —adopted by the eornmim-m—ners of the Authority and- are forwarded to the Fridley City Council for public hearing, review and approval. j 3.02. The modifications to the Existing Plans reflecting increased project costs and increased bonding authority within the Project Area are hereby approved and adopted by the Commissioners of the Authority and are forwarded to the Fridley City Council for public hearing, review and approval. 3.03. The creation of the Proposed District within the Project Area and the adoption of the proposed TIF Plan relating thereto are hereby approved and adopted by the Commissioners of the Authority and are forwarded to the Fridley City Council for public hearing, review and approval. HRA Resolution No. Section 4. Filing of Plans. 4.01. Upon approval and adoption of the Plans, the Authority shall cause said Plans to be filed with the Minnesota Department of Revenue, the Office of the State Auditor and Anoka County. PASSED AND ADOPTED BY HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS 3RD DAY OF SEPTEMBER, 2009. LAWRENCE R. COMMERS - CHAIRPERSUN ATTEST: WILLIAM W. BURNS - EXECUTIVE DIRECTUK CERTIFICATION I, William W. Burns, Executive Director of the Housing and for the City of Fridley, Minnesota, hereby certify correct copy of Resolution No. adopted September, 2009. KM: 4840- 04164356, v. 1 and Redevelopment Authority in that the foregoing is a true and by the Authority on the 3rd day of WILLIAM W. BURNS - EXECUTIVE DIRECTOR DRAFT: AUGUST 13, 2009 CONTRACT FOR PRIVATE REDEVELOPMENT By and Between the HOUSING AND REDEVELOPMENT AUTHORITY In And For THE CITY OF FRIDLEY, MINNESOTA PREMIER FMC, LLC This document was drafted by: James R. Casserly, Esq. Krass Monroe, P.A. 8000 Norman Center Drive Suite 1000 Minneapolis, MN 55437 952/885 -5999 TABLE OF CONTENTS Page ARTICLE I Definitions Section 1.1 Definitions 3 ARTICLE II Representations and Warranties Section 2.1 Representations by the Authority 6 Section 2.2 Representations and Warranties by the Redeveloper 6 ARTICLE III Undertakings of Authority and Redeveloper Section 3.1 Notes to Redeveloper for Site Improvements 8 Section 3.2 Limitations on Undertaking of the City 8 Section 3.3 Conditions Precedent to Authority Note 9 ARTICLE IV on r •r . 11 u • • - -- Section 4.1 Construction of Minimum Improvements 10 Section 4.2 Completion of Construction 10 Section 4.3 Certificate of Completion 10 ARTICLE V Events of Default Section 5.1 Events of Default Defined 12 13 Section 5.2 Remedies on Default 13 Section 5.3 No Remedy Exclusive 13 Section 5.4 Section 5.5 No Implied Waiver Agreement to Pay Attorney's Fees and Expenses 13 ARTICLE VI Prohibitions Against Assignment and Transfer Section 6.1 Representation as to Redevelopment Section 6.2 Prohibition Against Transfer of Property and Assignment of Agreement ARTICLE VII Taxes, Tax Increment and Notes 14 14 Section 7.1 Real Property Taxes 15 Section 7.2 Pledge of Tax Increment 15 Section 7.3 Note Terms 15 Section 7.4 Note Adjustments 15 Section 7.5 Assignment of Note 16 ARTICLE VII Insurance Section 8.1 Insurance 17 ARTICLE IX Additional Provisions Section 9.1 Conflict of Interests 18 Section 9.2 Restrictions on Use 18 Section 9.3 Titles of Articles and Sections 18 Section 9.4 Notices and Demands 18 Section 9.5 Indemnification of Authority 19 Section 9.6 Counterparts 19 Section 9.7 Law Governing 19 Section 9.8 Expiration 19 Section 9.9 Provisions Surviving Rescission or Expiration 19 SIGNATURES 20 SCHEDULE A Description of Redevelopment Property 22 SCHEDULE B Site Improvements 23 SCHEDULE C Certificate of Completion 24 SCHEDULE D Note 26 SCHEDLUE E Site Plans 30 2 and the other taxing jurisdictions in order to better enable such entities to pay for governmental services and programs required to be provided by them. 4. Provide for the financing and construction for public improvements in and adjacent to the Project Area necessary for the orderly and beneficial redevelopment of the Project Area and adjacent areas of the City. 5. Promote the concentration of new desirable industrial, office, and other appropriate redevelopment in the Project Area so as to maintain the area in a manner compatible with its accessibility and prominence in the City. 6. Encourage local business expansion, improvement, and redevelopment, whenever possible. 7. Create a desirable and unique character within the Project Area through quality land use alternatives and design quality in new or remodeled buildings. 8. Encourage and provide maximum opportunity for private redevelopment of existing areas and structures which are compatible with the Project Area; and WHEREAS, in order to achieve the objectives of the Authority and City in creating the Project Area and adopting the Redevelopment Plan, the Authority is prepared to assist the Redeveloper in accordance with this Agreement; and WHEREAS, the Authority believes that the development and redevelopment of the Redevelopment Property pursuant to this Agreement, and fulfillment generally of the terms of this Agreement are in the vital and best interests of the Authority and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws under which the development and redevelopment are being undertaken and 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: r^. ARTICLE I Definitions Section 1.1 Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means Minnesota Statutes, Section 469.001 et se g. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Assessor's Market Value" means the market value of the Redevelopment Project for the calculation of real property taxes as determined by the city assessor for the City. "Authority" means the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota. "Available Tax Increment" means 90% of the Tax Increment from the Tax Increment District. "Certificate of Completion" means the certification, in the form of the certificate contained in Schedule C attached to and made a part of this Agreement, provided to the Redeveloper, pursuant to Section 4.3 of this Agreement. "City" means the City of Fridley Minnesota "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 building inspector or the City, and (b) shall include at least the following for each building: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) cross sections of each (length and width); (5) elevations (all sides, except as to a side of existing structure where no construction is to take place); (6) facade and landscape plan; and (7) such other plans of supplements to the foregoing plans as the City may reasonably request. "Council" means the Council of the City. "County" means the County of Anoka, Minnesota. "Event of Default" means an action by the Redeveloper described in Section 5.1. of this Agreement. 3 "Holder" means the owner of a Mortgage. "Minimum Improvements" means (i) a clinic /office building of approximately 50,000 square feet ( "Clinic /Office Minimum Improvements ") and (ii) a senior complex consisting of approximately 153 living units ( "Senior Complex Minimum Improvements ") both of which are to be constructed on the Redevelopment Property and as illustrated on the Site Plans. Not included as Minimum Improvements but projected to be constructed in a subsequent phase are 35 nursing beds as illustrated on the Site Plans. "Minnesota Environmental Policy Act" means the statutes located at Minnesota Statutes, Sections 116D.01 et sea., as amended. "National Environmental Policy Act" means the federal law located at 42 U.S.C. Sub. Sect. 4331 et seg., as amended. "Note" or "Notes" means the Limited Revenue Tax Increment Notes substantially in the form of Schedule D attached to this Agreement, and to be made by the Authority payable to the order of the Redeveloper in accordance with the terms of this Agreement. There will be two notes: an "Acquisition Note" in the principal amount of Three Hundred Thousand and no /hundredths Dollars ($300,000) and a "Site Improvement Note" in the amount of One Million Three Hundred Thousand and no /hundredths Dollars ($1,300,000). "Project Area" means Redevelopment Project No. 1, as amended, as established in accordance with the Act. "Redeveloper" means Premier FMC, LLC, a limited liability company organized under the laws of the State of Minnesota and its permitted successors or assigns "Redevelopment Plan" means the modified redevelopment plan adopted by the Authority for its Redevelopment Project No. 1, as amended. "Redevelopment Project" means the Redevelopment Property and the Minimum Improvements. "Redevelopment Property" means the real property described in Schedule A of this Agreement. "Site Improvements" means those costs described on Schedule B as qualified improvements of the Redevelopment Property. "Site Plans" means the plans attached hereto in Schedule E showing the proposed nature and location of the Minimum Improvements. "State" means the State of Minnesota. 0 "Tax Increment" means only that portion of the real estate taxes paid with respect to the Redevelopment Property 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 469.1799, as amended and as it may be amended. "Tax Increment District" means Tax Increment Financing District No. 20 which is located within the Project Area and has been approved by the Authority and the City. "Tax Increment Plan" means the tax increment financing plan adopted by the Authority for its Tax Increment Financing District No. 20. "Termination Date means the date on which the Note is paid in full or this Agreement is terminated in accordance with the provisions of Article V. "Unavoidable Delays" means delays which are the result of strikes, unforeseeable and unavoidable casualties to the Minimum Improvements, the Redevelopment Property or the equipment used to construct the Minimum Improvements, delays which are the result of governmental actions, delays which are the result of judicial action commenced by third parties, citizen opposition or action affecting this Agreement or adverse weather conditions or acts of God. 0 ARTICLE II Representations and Warranties Section 2.1 Representations by the Authority The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is a public body duly organized and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Authority has approved the Redevelopment Plan in accordance with the terms of the Act. (c) The Authority has approved the Tax Increment District and will forward the Tax Increment Plan to the County for certification and the State for filing pursuant to the Tax Increment Act. (d) The Authority proposes to assist the Redeveloper for the Site Improvements and acquisition costs in accordance with the Tax Increment Plan, Redevelopment Plan and this Agreement. (e) The Authority proposed to make the Notes payable to the Redeveloper in accordance with the provisions of this Agreement and to pledge Tax Increment generated by the Tax Increment District to the payment of the Notes according to their terms. (f) The Authority will cooperate with the Redeveloper with respect to any litigation commenced by third parties in connection with this Agreement. Section 2.2 Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper will construct, operate and maintain the Clinic /Office 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). (b) The Minimum Improvements will be an allowed use under the zoning ordinance of the City. (c) As of the date of execution of this Agreement, 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. D As of the date of execution of this Agreement, the Redeveloper is aware of no facts, the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation. or review procedure or which would give any person a valid claim under the Minnesota Environmental Rights Act. (d) The Redeveloper will use its best efforts to 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) The Redeveloper is a limited liability company organized under the laws of the State. (f) The Redeveloper agrees that it will cooperate with the Authority and shall indemnify the Authority against all costs, including the costs of defense incurred by the Authority through an attorney reasonably acceptable to the Authority and Redeveloper, with respect to any litigation commenced by third parties in connection with Redeveloper's failure to perform according to the terms and conditions of this Agreement. (g) The financing arrangements which the Redeveloper has obtained or will obtain, to finance the acquisition of the Redevelopment Property -and the construction of the Clinic /Office Minimum Improvements, together with financing provided by the Authority pursuant to this Agreement, will be sufficient to enable the Redeveloper to successfully complete the Clinic /Office Minimum Improvements as contemplated in this Agreement. (h) - The constniction of the Minimum Improvements, in the opinion of the Redeveloper, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future without the use of tax increment financing provided by the City pursuant to this Agreement. (i) For the construction of the Minimum Improvements the Redeveloper will pay wages in accordance with the prevailing wage rate as that term is defined in Minnesota Statutes, Section 177.42, Subdivision 6 and in the City Resolution No. 25 - 1990. The City's Public Works Department shall be responsible for monitoring Redeveloper's compliance of this requirement. Q) The Redeveloper shall not allow any use or occupancy of the Redevelopment Property or Minimum Improvements by a "Sexually Orientated Business" as defined in Ordinance No. 965 of the City's Code. 7 ARTICLE III Undertakings of Authority and Redeveloper Section 3.1 Notes to Redeveloper for Site Improvements. As consideration for the execution of this Agreement, the acquisition of the Redevelopment Property, the construction of the Minimum Improvements and subject to the further provisions of this Agreement, the Authority agrees to provide the Notes to the Redeveloper as provided in Section 3.3. Section 3.2 Limitations on Undertaking of the City.. (a) The Authority shall have no obligation under this Agreement to provide the Notes to the Redeveloper if the Authority, at the time the Note is made, is entitled under Section 5.2 to exercise any of the remedies set forth therein as a result of an Event of Default which has not been cured. If the Authority has not exercised its remedies under Section 5.2(b) and if the Note is withheld due to an Event of Default which is later cured, such Note shall be made after such Event of Default has been cured. (b) The Authority shall have no obligation to provide the Site Improvement Note to the Redeveloper for the Site Improvements unless the Redeveloper has submitted to the Authority the invoices for the Site Improvements along with a certification signed by the Redeveloper's architect or chief manager to the effect that the costs for which payment was made have been incurred in connection with construction documents previously reviewed by the Authority. The Redeveloper shall also provide lien waivers from the contractors, actors, subcontractors and /or construction managers for the Site Improvements The Authority shall indicate its acceptance of the amounts for the Site Improvement Note, assuming the conditions of this section have been complied with and there is no Event of Default, when it issues a Certificate of Completion in accordance with Section 4.3. The principal of the Site Improvement Note shall be the lesser of $1,300,000 or the cost of the Site Improvements. (c) The Authority shall have no obligation to issue the Site Acquisition Note for the site acquisition costs unless the Redeveloper has submitted to the Authority the original purchase agreement, closing documents and closing statement whereby the Redeveloper acquired the Redevelopment Property. The principal of the Site Acquisition Note shall be $300,000 and shall be reduced by the difference between the payment for the Redevelopment Property and $4,050,000. The Authority shall indicate its acceptance for the amount of the Note assuming the conditions of this section have been complied with and there is no Event of Default, when it issues a Certificate of Completion in accordance with Section 4.3. n Section 3.3 Conditions Precedent to Authority Note. The Authority's obligation to provide the Notes in accordance with Section 3.1 shall be contingent upon the satisfaction by the Redeveloper of the following conditions precedent: (a) The Redeveloper shall be in material compliance with all of the terms and provisions of this Agreement. (b) The Redeveloper shall have received a Certificate of Completion from the Authority, pursuant to Section 4.3 of this Agreement. (c) The Redeveloper shall have delivered to the Authority the documents required by Section 3.2(b) above. (d) There shall have been obtained from the City all special -use permits and zoning approvals necessary for the construction of the Minimum Improvements. (e) The Redeveloper shall be in compliance with all ordinances of the City. L ARTICLE IV Construction of Minimum Improvements Section 4.1 Construction of Minimum Improvements The Red eveloper agrees that it will construct the Clinic /Office Minimum Improvements on the Redevelopment Property in accordance with the Construction Plans approved by the City and the Site Plans and that it will convey a sufficient portion of the Redevelopment Property that will allow the construction of the Senior Complex Minimum Improvements. The Redeveloper, at its option, may retain this portion of the Redevelopment Property and construct or cause to be constructed the Senior Complex Minimum Improvements all in accordance with the Construction Plans approved by the City and the Site Plans. Section 4.2 Completion of Construction. Subject to Unavoidable Delays, the Redeveloper shall achieve substantial completion of the construction of the Clinic /Office Minimum Improvements by July 1, 2011. The Senior Complex Minimum Improvements excluding the nursing beds shall be substantially completed by December 31, 2012. 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 diligently prosecute to completion the development 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 4.2 of this Agreement. 3 Certificate of Com letion. (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating to the obligations of the Redeveloper to construct the Minimum Improvements (including the date for completion thereof), the Authority will furnish the Redeveloper with an appropriate instrument so certifying. 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 and the date for the completion thereof. (b) If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.3 of this Agreement, the Authority shall, within ten (10) 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. WE (c) The construction of the Minimum Improvements shall be deemed to be substantially completed when occupancy permits are issued by the City's building inspector for both the Clinic /Office Minimum Improvements and the Senior Complex Minimum Improvements, which permit shall not be unreasonably withheld. (d) The Redeveloper acknowledges that the Certificate of Completion may be issued only after substantial completion of both the Clinic /Office Minimum Improvements and the Senior Complex Minimum Improvements. 11 ARTICLE V Events of Default Section 5.1 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 to timely pay all ad valorem real property taxes assessed with respect to the Redevelopment Property. (b) Failure by the Redeveloper to complete the Clinic /Office Minimum Improvements and the Redeveloper or another entity to complete the Senior Complex Minimum Improvements pursuant to the terms, conditions and limitations of this Agreement. (c) Failure by the Redeveloper to submit to the Authority the documents required by Section 3.2(b) and (c) of this Agreement prior to the issuance by the Authority of a Certificate of Completion or December 31, 2012 (extended by Unavoidable Delays), whichever occurs earlier. (d) Failure by the Redeveloper to substantially observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. (e) If the Redeveloper shall (A) file any petition in bankruptcy orfor any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or (B) make an assignment for the benefit of its creditors; or (C) admit in writing its inability to pay its debts generally as they become due; or (D) be adjudicated as bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Redeveloper, as bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the Redeveloper, or of the Minimum Improvements, or part thereof, shall be appointed in any proceeding brought against the Redeveloper, and shall 12 not be discharged within ninety (90) days after such appointment, or if the Redeveloper shall consent to or acquiesce in such appointment. Section 5.2 Remedies on Default. Whenever any Event of Default referred to in Section 5.1 occurs and is continuing, the Authority, as specified below, may take any one or more of the following actions after providing thirty (30) days' written notice to the Redeveloper, but only if the Event of Default has not been cured within said thirty (30) days. (a) The Authority may suspend its performance under this Agreement until it receives assurances from the Redeveloper, deemed adequate by the Authority, that the Redeveloper has cured its default and will continue its performance under this Agreement. (b) The Authority may cancel and rescind the Agreement. (c) Withhold the Certificate of Completion. Section 5.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies, 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. Section 5.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any 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 5.5 Agreement to Pay Attomey's Fees and Expenses. Whenever any Event of Default occurs and the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Redeveloper herein contained, the Redeveloper agrees that it shall, on demand therefor, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority. 13 ARTICLE VI Prohibitions Against Assignment and Transfer Section 6.1 Representation as to Redevelopment The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to this Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property and not for speculation in land holding. The Redeveloper further recognizes that, in view of (a) the importance of the redevelopment of the Redevelopment Property to the general welfare of the Authority, and (b) the substantial financing that has been made available by the Authority for the purpose of making such redevelopment possible, the qualifications and identity of the Redeveloper are of particular concern to the Authority. The Redeveloper further recognizes that it is because of such qualifications and identity that the Authority is entering into this Agreement with the Redeveloper, and, in so doing, is further willing to accept and rely on the obligations of the Redeveloper for the faithful performance of all undertakings and covenants hereby by it to be performed. Section 6.2 Prohibition Against Transfer of Property and Assignment of Agreement Also, for the foregoing reasons the Redeveloper represents and agrees that prior to the date of the issuance of the Certificate of Completion, except 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, nr hanQn or any trust or power or transfer in any other mode or form of or with respect to this 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 which shall not be unreasonably withheld, 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. Notwithstanding the foregoing, the Redeveloper may transfer the Redevelopment Property to any corporation, partnership or entity controlling, controlled by, or under common control with the Redeveloper and may transfer the portion of the Redevelopment Property which is necessary for the construction of the Senior Complex Minimum Improvements to Dun II, LLC. 14 ARTICLE VII Taxes Tax Increment and Notes Section 7.1 Real Property Taxes. Prior to the Termination Date, the Redeveloper shall pay when due, prior to the attachment of penalty, all real property taxes payable with the Clinic /Office Minimum Improvements. Section 7.2 Pledge of Tax Increment. Pursuant to the Redevelopment Plan, the Tax Increment Plan and the Tax Increment Act, the Authority pledges and shall appropriate the Available Tax Increment to the payment of the principal and interest on the Notes, said payments to be made in accordance with the terms and provisions of the Notes and this Agreement. Section 7.3 Note Terms. The Notes shall have the following terms: (a) Interest rate shall be 7.0 %. (b) The Notes shall terminate on the February 1 st following the sixteenth anniversary date of the issuance of the Notes. (c) The Notes will be dated and interest will commence the date the Certificate of Completion has been issued for the Minimum Improvements. (d) The Notes shall be issued pari passu [equally; ratably; without preference] (e) The principal of either or both Notes may be prepaid, in whole or in part on any payment date with the following discounts: A. On or before the third year of the date of issuance, a discount of 7.5 %. B. After three (3) years and on or before the sixth year, a discount of 5.0 %. C. After six (6) years and on or before the ninth year, a discount of 2.5 %. Section 7.4 Note Adjustments. On January 2nd of the second year following the year of issuance of the Notes, if the Assessor's Market Value for the Redevelopment Project for the payment of real property taxes (excluding any tax exempt property) does not equal or exceed $25,000,000, then the principal of the Notes shall be reduced by the percentage that the Assessor's Market Value is less than $25,000,000. Any changes shall be documented by an allonge or by reissuing the Notes and interest and principal payments shall be adjusted from the date of issuance of the original Notes. 15 Section 7.5 Assignment of Note. The Redeveloper may assign and pledge the Note to secure any construction loan and may transfer the Note to any entity controlling, controlled by or under common control with the Redeveloper. Otherwise, no Note shall be assignable nor transferable without the prior written consent of the Authority; provided, however, that such consent shall not be unreasonably withheld or delayed if: (a) the assignee or transferee delivers to the Authority a written instrument acknowledging the limited nature of the Authority's payment obligations under the Note, and (b) the assignee or transferee executes and delivers to the Authority a certificate, in form and substance satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee represents that (i) the Note is being acquired for investment for such assignee's or transferee's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, (ii) the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same, (iii) the assignee or transferee is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, (iv) the assignee or transferee, either alone or with such assignee's or transferee's representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Note and the assignee or transferee is able to bear the economic consequences thereof, (v) in making its decision to acquire the Note, the assignee or transferee has relied upon independent investigations and, to the extent believed by such assignee or transferee to be appropriate, the assignee's or transferee's representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority or the City, or any of their officers, employees, agents, affiliates or representatives with respect to the value of the Note, (vi) neither the Authority nor the City has made any warranty, acknowledgment or covenant, in writing or otherwise to the assignee or transferee regarding the tax consequences if any, of the acquisition and investment in the Note, (vii) the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the Note, and all such questions have been answered to the full satisfaction of the assignee or transferee, (viii) the assignee or transferee has evaluated the merits and risks of investment in the Note and has determined that the Note is a suitable investment for the assignee or transferee in light of such party's overall financial condition and prospects, (ix) the Note will be characterized as a "restricted security" under the federal securities laws because the Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such security may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances, and (x) no market for the Note exists or is intended to be developed. Notwithstanding the foregoing, the Redeveloper may assign the Site Acquisition Note to Dun II, LLC. However, any subsequent assignment by Dun I[, LLC is subject to this section. 16 ARTICLE VIII Insurance Section 8.1 Insurance. The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on: (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 reasonably satisfactory to the Authority; (ii) comprehensive general liability insurance together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $2,000,000 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. 17 ARTICLE IX Additional Provisions Section 9.1 Conflict of Interests. 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 personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. Section 9.2 Restrictions on Use. The Redeveloper 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 9.3 Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.4 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this 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, transmitted by facsimile, delivered by a recognized overnight courier or delivered personally; and (a) in the case of the Redeveloper, is addressed to or delivered personal) to the mailing or delivery address the Redeveloper will, from time to time, furnish to the Authority. The Redeveloper's current address is as follows: Premier FMC, LLC (b) in the case of the Authority, is addressed to or delivered personally to: Housing and Redevelopment Authority in and for the City of Fridley 6431 University Avenue N.E. Fridley, Minnesota 55432 Attention: Executive Director W Section 9.5 Indemnification of Authority. (1) The Redeveloper releases from and covenants and agrees that the Authority, the City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the "Indemnified Parties ") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements or the Redevelopment Property. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Redeveloper agrees to protect and defend the Indemnified Parties, now and forever, and further agrees 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 the actions or inactions of the Redeveloper (or of other persons acting on its behalf or under its direction or control) under this Agreement, or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements or the Redevelopment Property; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the Authority in this Agreement. (3) 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. Section 9.6 Counterparts. This Agreement is executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.7 Law Governing. This Agreement will be governed and construed in accordance with the laws of the State. Section 9.8 Expiration. This Agreement shall expire when the Notes are paid in full. Section 9.9 Provisions Surviving Rescission or Expiration. Sections 5.5 and 7.5 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and the Redeveloper has caused this Agreement to be duly executed as of the date first above written. 19 Dated: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA And by STATE OF MINNESOTA ) ) ss COUNTY OF ANOKA ) Its Chairman Its Executive Director On this day of , 20_ before me, a notary public within and for Anoka County, personally appeared and to me personally known who by me duly sworn, did say that they are the Chairman and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public Authority Signature Page - Redevelopment Contract NEI Dated: PREMIER FMC, LLC STATE OF MINNESOTA ) ss COUNTY OF ) Its On this day of , 20_ before me, a notary public within and for County, personally appeared the of Premier FMC, LLC, a Minnesota limited liability company, and acknowledged the foregoing instrument on behalf of said partnership. Notary Public Redeveloper Signature Page - Redevelopment Contract 21 SCHEDULE A DESCRIPTION OF REDEVELOPMENT PROPERTY PIN# 11- 30 -24 -34 -0002 and all easements, rights -of -way and adjacent roads and streets 22 SCHEDULE B SITE IMPROVEMENTS Land surveying services Testing Asbestos abatement Demolition Excavation and soil correction Utilities Curb and gutter Pavement Landscaping /irrigation Design fees (Site Improvements only) Contractor's fee (Site Improvements only) Any interest costs paid for Site Improvements to unrelated parties Fees paid to the Authority 23 SCHEDULE C CERTIFICATE OF COMPLETION WHEREAS, the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a Minnesota municipal corporation (the "Authority ") and Premier FMC, LLC, a Minnesota limited liability company (the "Redeveloper") have entered into a Contract for Private Redevelopment (the "Agreement ") dated as of , 20 , regarding certain real property located in Tax Increment Financing District No. 20 in the City (hereinafter referred to and referred to in the Agreement as the "Redevelopment Property"); and WHEREAS, the Agreement contains certain conditions and provisions describing the construction of improvements upon the Redevelopment Property (hereinafter referred to and referred to in the Agreement as the "Minimum Improvements "); and WHEREAS, Section 4.3 of the Agreement requires the Authority to provide an appropriate instrument promptly after the substantial completion (as defined in the Agreement) of the Minimum Improvements so certifying said substantial completion; NOW, THEREFORE, in compliance with said Section 4.3 of the Agreement, this is to certify that the Redeveloper has substantially completed the Minimum Improvements in accordance with the conditions and provisions of the Agreement relating soli to the obligation of the R dev toper to construct the Mirfimum Improvements (including the dates for beginning and completion thereof), and this certification shall be 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 and the dates for the beginning and completion thereof. Dated: , 20 24 Dated: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA And by STATE OF MINNESOTA ) ) ss COUNTY OF ANOKA ) Its Chairman Its Executive Director On this day of , 20_ before me, a notary public within and for Anoka County, personally appeared and to me personally known who by me duly sworn, did say that they are the Chairman and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public Authority Signature Page - Certificate of Completion 25 SCHEDULE D NOTE US $ Fridley, Minnesota , 20 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA LIMITED REVENUE TAX INCREMENT NOTE The Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority "), hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of , a limited liability company (the "Owner"), solely from the Available Tax Increment, to the extent and in the manner hereinafter defined, the principal amount of this Note, being Dollars and 00/100 ($ .00) (the "Principal Amount "), together with interest of seven percent (7.00 %) commencing from the date of issuance of the Note and payable on the dates described below (the "Scheduled Payment Dates ") and in the amounts as hereinafter defined (the "Scheduled Payments "). The Scheduled Payment Dates are August 1, , and on the 1st day of February and August thereafter until and including February 1, , unless earlier paid, in accordance with the terms of this Note. Upon 30 days' prior written notice from the Authority to the Owner, the Principal Amount is subject to prepayment at the option of the Authority in whole, or in part on any Scheduled Payment Date. Any prepayment on or before the third year of the date of issuance shall be discounted 7.5 %; after three (3) years and on or before the sixth year, a discount of 5.0 %; after six (6) years and on or before the ninth year, a discount of 2.5 %. Any payments on this Note shall be applied first to accrued interest and the balance to the reduction of principal. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Owner and mailed to the Owner at its postal address within the United States which shall be designated from time to time by the Owner. W The Note is a special and limited obligation and not a general obligation of the Authority, which has been issued by the Authority pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 469.178, subdivision 4, to aid in financing a project, as therein defined, of the Authority consisting generally of defraying certain public redevelopment costs incurred and to be incurred by the Authority within and for the benefit of its Redevelopment Project No. 1. THE NOTE IS NOT A GENERAL OBLIGATION OF THE AUTHORITY, THE CITY OF FRIDLEY (THE "CITY ") OR THE STATE OF MINNESOTA (THE "STATE "), AND NEITHER THE AUTHORITY, THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT, AS DEFINED BELOW. The Scheduled Payment of this Note due on any Scheduled Payment Date is payable solely from and only to the extent that the Authority shall have received as of such Scheduled Payment Date the Available Tax Increment which is defined in the Contract for Private Redevelopment By and Between the Authority and the Owner dated as of (the "Agreement "). Defined terms, not otherwise defined in the Note, shall have the meaning assigned to them in the Agreement. The Authority shall pay on each Scheduled Payment Date to the Owner the Available Tax Increment. On February 1, , the maturity date of this Note, any unpaid portion shall be deemed to have been paid in full. This Note shall not be payable from or constitute a charge upon any funds of the Authority, and the Authority shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon from any funds except the Available Tax Increments, and then only to the extent and in the manner herein specified. The Owner shall never have or be deemed to have the right to compel any exercise of any taxing power of the Authority or of any other public body, and neither the Authority nor any director, commissioner, council member, board member, officer, employee or agent of the Authority, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. The Authority makes no representation or covenant, express or implied, that the revenues described herein will be sufficient to pay, in whole or in part, the amounts which are or may otherwise become due and payable hereunder. The Authority's payment obligations hereunder shall be further conditioned on the fact that there shall not at the time have occurred and be continuing an Event of Default under the Agreement, and, further, if pursuant to the occurrence of an Event of Default under the Agreement the Authority elects to terminate the Agreement, the Authority shall have no further debtor obligation under this Note whatsoever. Reference is hereby made 27 to the provisions of the Agreement for a fuller statement of the obligations of the Redeveloper and of the rights of the Authority thereunder, and said provisions are hereby incorporated by reference into this Note to the same extent as though set out in full herein. The execution and delivery of this Note by the Authority, and the acceptance thereof by the Redeveloper, as the initial Registered Owner hereof, shall conclusively establish this Note as the "Note" (and shall conclusively constitute discharge of the Authority's obligation to issue and deliver the same to the Redeveloper) under the Agreement. The Note may only be assigned in accordance with the Agreement. The Note principal may be adjusted once in accordance with the Agreement. 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 have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, by its Commission Members, has caused this Note to be executed by the manual signatures of the President and the Treasurer of the Authority and has caused this Note to be dated .20 By Its President ATTEST: Secretary al,] By Its Treasurer CERTIFICATE OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued as of the day of , 20 , was on said date registered in the name of the Housing and Redevelopment Authority in and forthe City of Fridley, Minnesota, a public body corporate and politic and that, at the request of said Registered Owner of this Note, the undersigned has this day registered this Note as to principal and interest on the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. Name of Registered Owner , LLC, a limited liability company Date of Registration 20 W Signature of Secretary KM: 4835 - 2764 -4164, v. 1 SCHEDULE E SITE PLANS 30 RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF A CONTRACT FOR PRIVATE REDEVELOPMENT BY AND BETWEEN HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY FRIDLEY, MINNESOTA AND PREMIER FMC, LLC BE IT RESOLVED by the Board of Commissioners (the "Commissioners ") of Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority") as follows: Section 1. Recitals. 1.01. It has been proposed that the Authority enter into a Contract for Private Redevelopment (the "Contract ") with Premier FMC, LLC, a limited liability company (the "Redeveloper"). Section 2. Findings. 2.01. The Authority hereby finds that the Contract promotes the objectives as outlined in its Redevelopment Plan established pursuant to Minnesota Statutes, Section 469.001 et se q. 2.02. The Authority hereby finds that it has approved and adopted Tax Increment Financing District No. 20 and the Commissioners have approved and adopted the Tax Increment Financing Plan relating thereto pursuant to Minnesota Statutes, Sections 469.174 through 469.1799, inclusive, as amended and supplemented from time to time. Section 3. Authorization for Execution and Delivery. 3.01. The Chairman and the Executive Director (the "Officers ") are hereby authorized to execute and deliver the Contract when the following conditions are met: Substantial conformance to the Contract presented to the additions and modifications as the Officers may the execution thereof; Adopted by the Board of Commissioners of the Authority this ATTEST: William W. Bums, Executive Director KM: 4812 -5322 -5220, v. 1 as of this date with such e or necessary as day of Lawrence R. Commers, Chairman 2009. A ACTION ITEM HRA MEETING OF SEPTEMBER 312009 MY OF FRUXEY Date: August 26, 2009 To: William Burns, City Manager From: Paul Bolin, Asst. Executive HRA Director Subiect: Northstar Ground Lease Introduction: After more than 1 year, staff is pleased to present the attached ground lease to the HRA for their approval on Thursday night. Attorney Casserly has attached a memorandum summarizing the terms of the agreement and clarifying the changes made to the document over the past month. You will recall that the HRA was given a verbal update of the differences over the environmental liability section of the agreement at their meeting last month. Recommendation: Having participated is confident that the in a number of meetings regarding the terms of the agreement, staff agreement before you will protect the City's interests over the 200 year term of the agreement. Staff recomme approval res I KRASS MONRO E James R. Casserly jasserly@krassmonroe.com Direct 952.885.1296 MEMORANDUM To: City of Fridley Housing and Redevelopment Authority Attn: Paul Bolin, HRA Assistant Executive Director From: James R. Casserly, Esq. Date: August 26, 2009 Re: Ground Lease between HRA, ACRRA and Met Council Our File No. 9571 -71 Attached is the Ground Lease between the HRA, ACRRA and the Met Council. Almost 10 months ago, the first draft of the Ground Lease was distributed to the interested Darties. The Ground Lease has been through numerous revisions and much discussion. A few paragraphs should be noted and they include the following: 1.2 Landlord (HRA) is leasing only the surface area and reserving all other interests in the Property. 1.3 and 1.4 Provide for the initial term of the lease which expires on May 31, 2107 with an automatic 100 -year renewal and then additional 20- year renewals. 3.2 Describes alterations that are required with and without Landlord's approval. 4.1 and 4.2 The Tenant is responsible for repairs, maintenance and utilities. 6. Describes the use of the Property which shall only be used for the purpose of commuter parking and bus and passenger drop -off and 8000 Norman Center Drive, Suite 1000 Minneapolis, Minnesota 55437-1178 L952.885.5999 F952.885.5969 www.krassmonroe.com pick -up for users of the Northstar Commuter Rail project and for incidental purposes related thereto. 7. Provides for the Landlord's right to redevelop the Property including the process and procedures to be followed. 7.3 Describes the permanent replacement parking. 7.5 Addresses storm water pond issues. 7.6 Relates to structured parking and contemplates replacing all or part of the surface parking as part of a Redevelopment Plan. 17.1 Addresses Hazardous Substances. 17.2 Requires compliance with all environmental laws as defined in Section 17.1. 17.3 Requires the Tenant (Met Council) to indemnify and hold harmless the Landlord (the HRA) from any claims or expenses arising out of any breach of the obligations described in Sections 17.2 by the Met Council or its subtenants, assignees, agents, employees, customers or other invitees. The last sentence states that the Landlord's right to indemnity in no way waves various limitations, defenses and immunities available to both the Landlord and Tenant under Minnesota Law. This is a reference to the statutory caps on government liability. 18. Notes that the Property is restricted by the CTIB Agreement (County Transit Improvement Board). 19. Requires disputes to be resolved through an alternative dispute resolution process. Exhibit C Is a Drainage Easement which allows the Metropolitan Council to install, maintain and replace the storm water drainage facility to accommodate the Property being leased by the Met Council. Exhibit F Is a Declaration indicating that CTIB has an interest in the Property in accordance with the Grant Agreement between ACRRA and CTIB. Exhibit G Is a copy of the Amended and Restated Capital Grant Agreement. We are hopeful that the Plat of Fridley Northstar Station East will be recorded timely so that the platted legal descriptions can be used in the Ground Lease. A copy of the 2 Preliminary Plat is attached and it is Lot 2 and Lot 2A that are subject to the Ground Lease. Lot 3 will be subject to the Drainage Easement. J RC /al Enclosures KM: 4833 - 3543 -5268, V. 1 3 HRA RESOLUTION NO. RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE BY AND BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA AND THE ANOKA COUNTY REGIONAL RAILROAD AUTHORITY AND THE METROPOLITAN COUNCIL BE IT RESOLVED by the Board of Commissioners (the "Commissioners ") and the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority "), as follows: Section 1. Recitals. 1.01 It has been proposed that the Authority enter into a Ground Lease with-the Anoka County Regional Railroad Authority and the Metropolitan Council. Section 2. Findings.. 2.01 The Commissioners hereby find that the Ground Lease promotes the objectives as outlined in its Redevelopment Plan established pursuant to Minnesota Statutes, Section 469.001 et seq. 2.02 The Commissioners hereby further find that the area subject to the Ground Lease is included in the Redevelopment Plan. 2.03 The Commissioners hereby further find that the Authority has performed all actions --reopurul-,U uylaw-to be pffeLlu Lo the app _Jr -on of the Gmtmd Lease. Section 3. Authorization. 3.01 The President and the Executive Director (the "Officers ") are hereby authorized to execute and deliver the Ground Lease when the following condition is met: Substantial conformance to the Ground Lease presented to the Authority as of this date with such additions and modifications as the Officers may deem desirable or necessary as evidenced by the execution thereof. PASSED AND ADOPTED BY HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA THIS San DAY OF SEPTEMBER, 2009 Lawrence R. Commers, Chairperson ATTEST: William W. Burns, Executive Director CERTIFICATION I, William W. Burns, Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, hereby certify that the foregoing is a true and correct copy of Resolution No. adopted by the Authority on the 3rd day of September, 2009. KM: 4826 -0732 -3140, v. 1 2 William W. Bums, Executive Director GROUND LEASE by and between the HOUSING AND REDEVELOPMENT AUTHORITY in and for THE CITY OF FRIDLEY, MINNESOTA and the ANOKA COUNTY REGIONAL RAILROAD AUTHORITY and the METROPOLITAN COUNCIL This document was drafted by: Krass Monroe, P.A. 8000 Norman Center Drive, Suite 1000 Minneapolis, MN 55437 (952) 885 -5999 e TABLE OF CONTENTS 1 PROPERTY AND TERM. ..........................1 l 2 RENT .......................................................................................... ............................... 3 CONSTRUCTION OF IMPROVEMENTS; ALTERATIONS . ............................... 2 4 TENANT'S MAINTENANCE AND REPAIRS ........................ ............................... 3 4 5 REAL ESTATE TAXES ............................................................ ............................... 4 6 USE OF PROPERTY ................................................................. ............................... 7 REDEVELOPMENT BY LANDLORD .................................... ............................... 5 8 LIABILITY OF PARTIES ......................................................... ............................... 6 9 DAMAGE AND DESTRUCTION ............................................. ............................... 6 10 CONDEMNATION ..................................................................... ..............................7 11 ASSIGNMENT AND SUBLETTING ....................................... ............................... 7 12 DEFAULT AND REMEDIES .................................................... ............................... 8 13 NOTICES ..................................................................................... ..............................9 14 TENANT'S PROPERTY .......................................................... ............................... 10 15 WARRANTY OF TITLE AND QUIET ENJOYMENT .......... ............................... 10 16 FIXTURES ................................................................................. .............................10 17 HAZARDOUS SUBSTANCES ............................................... ............................... 11 18 EFFECT OF CTIB AGREEMENT; ENCUMBRANCES ....... ............................... 12 19 ALTERNATIVE DISPUTE RESOLUTION ........................... ............................... 12 20 DEFINITIONS ............................................................................ .............................13 21 GENERAL PROVISIONS ....................................................... ............................... 14 SIGNATURES...................................................................................... ............................... 15 1 TlfM .a fffT 16 � s - �f" t . 'r, 3�°! Arfi i• +Ff. wTi' f -" R . ±5f• tY.faNirfs +.. + -c'', r 2`-* > alff. swt•!f•a.. ff.fN +........ff. gaff a..T afaT tl f..• •fYfaTi•!'ff �e t}Y 4j k +fM f -fiYS N++ ?Y 5 r. µii g - 6i 'Yilii3.fye`riifa i3 WON oo- +1 a'.+t rl�+.,a'r i}j -'�`fw * — i p, 3'$jC :'i`3, (S N:..� A `v✓ $ 4 t` e t t� A!` : €ii. v c % x� a:- e° - : Draft 8/20/09 GROUND LEASE This Ground Lease ( "Lease ") is made and entered into as of , 2009 the "Effective Date "), by and between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota ( "Landlord "), the Anoka County Regional Railroad Authority ( "ACRRA") and the Metropolitan Council (the "Council"). "Tenant" shall initially mean ACRRA and, following ACRRA's assignment of this Lease to the Council, the Council. PROPERTY AND TERM. 1.1. Prop . For and in consideration of the performance of the terms, conditions, and obligations of this Lease, Landlord hereby leases to Tenant and Tenant leases from Landlord real property located in the City of Fridley, County of Anoka, and State of Minnesota, as more particularly described on Exhibit A attached (the "Pro 2e '). Across- reference to all defined terms in this Lease appears at Section 20. 1.2. Limitation on Leasehold Interest. Landlord specifically excepts and reserves to itself all rights to the land and improvements below the Improvements (as defined in Section 3.1) and the air rights above the Improvements. 1.3. Term. The initial term of this Lease shall commence on the Effective Date and shall expire on May 31, 2107 (the "Initial Term"). 1.4. Automatic Renewals. This Lease shall automatically renew for an additional term of one hundred (100) years. After such automatic renewal, this Lease shall automatically renew for SUGGOSSiVO tWentY (20) year tenns Eacb automatic-, extension of the Lease term may be P referred to herein as an "Extension Term." All of the terms and conditions of this Lease shall apply during each Extension Term. References to "Term" shall be deemed to include the Initial Term and any automatic Extension Term. If the Platform Agreement dated , 2009 between BNSF Railway Company and the Council (the "Platform Agareement ") is terminated, Landlord shall have the option to terminate this Lease upon one hundred twenty (120) days' written notice to Tenant. The Council shall give written notice to Landlord within five (5) days following any termination of the Platform Agreement. 1.5. Memorandum of Lease. Landlord and Tenant shall execute and record against the Property a Memorandum of Lease substantially in the form attached as Exhibit D (the "Memorandum of Lease "). 2. RENT. 2.1 Rent Start Date. The date on which Rent first becomes payable (the "Rent Start Date ") shall be the date that ACRRA assigns this Lease to the Council pursuant to Section 11 hereof and also as required by the Cooperation Agreement dated March 17, 2009 among ACRRA, the County of Anoka and the State of Minnesota (the "Cooperation Agreement "). 2.2 Rent. On the Rent Start Date, Tenant shall pay Ninety Eight and 00 /100 ($98.00) to Landlord as rent for the Initial Term. Thereafter, in advance of each Extension Term, Tenant agrees to pay Landlord within thirty (30) days of invoicing by Landlord to Tenant rent in the amount of One Dollar and 00 /100 ($1.00) per year. The amounts set forth in this Section 2.2 ( "Rent ") shall be paid to Landlord at the address set forth below or such other address as Landlord may specify in writing from time to time. All Rent required to be paid hereunder shall be paid without the right of offset, deduction or withholding, and Tenant shall not be entitled to any credits against the payment of Rent. 2.3 QPerating Expenses. Tenant shall be responsible for the payment of all other charges, costs, fees and expenses incurred by Tenant in connection with this Lease or the use of the Property ("Operating Expenses "). 3 CONSTRUCTION OF EAPROVEMENTS; ALTERATIONS. 3.1 Construction of Improvements. ACRRA is constructing on the Property a surface parking lot containing 330 parking stalls, seven (7) ADA- accessible stalls (which represents a minimum of one per 50 parking stalls in accordance with applicable law), headhouse, vehicle circulation system which includes bus and passenger vehicle drop off and pickup in close proximity to the headhouse, sidewalks, road access, driveways, signage and other improvements as shown on the site plan attached as Exhibit B (the "Improvements ") pursuant to the Cooperation Agreement, the Counties Transit Improvement Board ( "CTU') Amended and Restated Capital Grant Agreement dated February 18, 2009 between ACRRA and CTIB, a copy of which is attached as Exhibit G (the "CT1B Agreement ") and in accordance with applicable laws. If changes in applicable law require an increase in the number of ADA- accessible stalls, Landlord and Tenant shall agree as to how best to accommodate such changes. The Improvements s a a so a eeme o me u e e s orm wa er pon s own o , is also being constructed by ACRRA but is not located on the Property. The storm water pond will be initially designed to service the Improvements only. ACRRA will initially own the Improvements and will convey ownership of the Improvements to the Council at the time it assigns this Lease to the Council as required by the Cooperation Agreement. At the time of such assignment, Landlord shall grant a drainage easement to the Council substantially in the form attached as Exhibit C (the "Drainage Easement ") to provide for Tenant's operation, use and maintenance of the storm water pond. 3.2 Alterations; Ownership of Improvements. After the initial completion of the Improvements, without Landlord's approval, Tenant may alter the Improvements and may add additional passenger amenities. Landlord's prior written consent shall be required to build structured parking or buildings or install above- or belowground storage tanks, which consent shall not be unreasonably withheld or delayed. Any alterations or additions to the Improvements after their initial completion shall be referred to as "Alterations." If Landlord's consent is required to any Alterations, Tenant shall present detailed plans and specification and construction drawings ( "Plans ") to Landlord. Tenant shall pay Landlord for any reasonable costs and expenses incurred by Landlord or Landlord's architects, engineers or other consultants to review such drawings. Should Landlord fail to approve the proposed Plans (or to provide a reasonably detailed written explanation for non - approval) within thirty (30) days after the receipt 2 thereof, such Plans shall be deemed approved by Landlord. The Improvements and all Alterations to the Property shall (i) be constructed at Tenant's sole cost and expense; (ii) comply with all applicable laws; (iii) be performed lien -free and in a workmanlike manner with good and sufficient materials; and (iv) be the property of Tenant until the termination of this Lease. Upon termination of this Lease, Landlord and Tenant shall agree as to ownership and disposition of the Improvements and Alterations. 3.3 Liens. Neither Landlord nor Tenant shall allow or permit any mechanic's liens, materialmen's liens or any construction liens or judgment liens of any kind to be perfected against the Property, Tenant's leasehold interest therein or any other property of Landlord. This section does not apply to the Declaration identified in Section 18 and attached hereto as Exhibit F, and does not apply to the restrictions, representations, and covenants identified in the CTIB Agreement as applicable to interests in real property. 4 TENANT'S MAINTENANCE AND REPAIRS. 4.1 Repairs and Maintenance. (a) Except as set forth in Section 7 in the context of a redevelopment of the Property, Tenant agrees to, at its sole cost and expense, operate and maintain the Improvements in good condition and repair. Upon the expiration or termination of this Lease, Tenant shall deliver the Property to Landlord with all debris and personal property removed and in good operating condition and repair, ordinary wear and tear excepted. (b) Landlord may enter and inspect the Property at any time to determine the manner in which it is being used, maintained and repaired. Landlord shall use commercially reasona e iff"itts—not to (c) If any repairs required to be made by Tenant hereunder are not made within thirty (30) days after Tenant's receipt of written notice from Landlord (or if such repairs cannot reasonably be completed during such period, to the extent Tenant does not commence repair during such thirty (30) -day period and thereafter diligently prosecute such repair to completion), Landlord may, at its option, make such repairs without liability to Tenant for any loss or damage that may result by reason of such repairs (except to the extent such liability or damage arises from Landlord's gross negligence or intentional misconduct), and Tenant shall pay to Landlord immediately upon demand the cost of such repairs together with an amount equal to ten percent (10 %) thereof. 4.2 Utilities. Tenant shall be solely responsible for and promptly pay all charges for all utilities (including without limitation gas, electric, fuel, water, sewer, telephone, trash) separately metered on the Property which relate to the Improvements. Except to the extent caused by the gross negligence or intentional misconduct of Landlord, its agents or employees, Landlord shall not be liable for an interruption or failure in the supply or availability 'of any utilities to the Property. 91 REAL ESTATE TAXES. 5.1 Taxes. Tenant shall be responsible for all taxes and assessments and other charges levied against the Property ( "Taxes "). "Taxes" shall mean: (i) all real estate taxes and special assessments on the Property (adjusted after protest or litigation, if any) which accrue during the Term of the Lease; (ii) any taxes levied in lieu of any such real estate taxes or special assessments; (iii) all other levies, taxes, assessments, governmental charges, water and sewer rents or charges, and all other charges or burdens of whatsoever kind or nature, foreseen or unforeseen, charged upon the Property; and (iv) all costs and expenses directly incurred by Landlord in contesting the validity of, seeking a reduction of or seeking to prevent an increase in any such real estate taxes or assessments. Landlord and Tenant agree that all Taxes (unless attributable to improvements requested by Tenant) shall be paid for over the maximum period allowed by law and that only those installments which fall due during the'ter i of this Lease shall be included in the Taxes payable by Tenant. Tenant shall be responsible for all personal property taxes attributable to any personal property at the Property. "Taxes" shall not include (a) any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit taxes; provided, however, if at any time the method of taxation shall be altered, so that there shall be levied, assessed, or imposed: (i) a tax on the rents received by Landlord, (ii) a fee measured by the rents receivable from the Improvements located on the Property, or (iii) a tax or license fee imposed upon Landlord which is otherwise measured by or based in whole or in part upon the improvements located on the Property or any portion thereof, then such tax or fee shall be included in the computation of Taxes; or (b) any penalties assessed or levied against Landlord or the Property due to Landlord's failure to timely pay any Taxes. 5.2 Payment of Taxes. Tenant shall pay on or before the last day on which payment made without penalty or interest, all Taxes payable by Tenant pursuant to Section 5 1 All Taxes assessed or unposed the fiscal venods in and terminates shall be apportioned. commences 5.3 Contests. Tenant has the right to promptly contest or review any Taxes by appropriate proceedings ( "Proceedings "), at its own expense. Tenant may defer payment of any contested Taxes only if, before instituting any Proceedings, Tenant furnishes to Landlord security reasonably satisfactory to Landlord and sufficient to cover the amount of the contested Taxes, with interest and penalties for the period during which the Proceedings may be expected to take. Notwithstanding the furnishing of security (other than a cash deposit), Tenant shall promptly pay any Taxes that were contested if such contest is lost or any charge for which Landlord becomes subject to criminal or any other liability for non - payment; provided that if Tenant has made a cash deposit to Landlord, Landlord may pay any such amounts out of the deposit. When any contested Taxes are paid or cancelled, any balance of any cash deposit not so applied shall be repaid to Tenant without interest. All Proceedings shall be initiated promptly after the imposition or assessment of any contested Taxes. If there is any refund with respect to any contested Taxes based on a payment by Tenant, Tenant shall be entitled to receive it for its own account to the extent of such payment. 6 USE OF PROPERTY. The Property shall only be used for the purpose of commuter parking and bus and passenger drop off and pickup for users of the Northstar El Commuter Rail Project and for incidental purposes related thereto, including bicyclists and pedestrians. The Property shall not be used in such manner as to violate any applicable law, rule, ordinance or regulation of any governmental body. Tenant shall not use or permit the use of the Property in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs owners and/or occupants of, or causes damage to, neighboring properties. Tenant shall, at its expense, obtain and keep in effect all necessary permits and licenses to operate the Improvements. 7 REDEVELOPMENT BY LANDLORD. 7.1 L_ andlord's Right to Redevelop. Landlord shall have the right to redevelop the Property, subject to all of the provisions of this Section 7. 7.2 Tenant's Review of Redevelopment Plan. Tenant shall have the right to review and comment on any redevelopment plan to make sure the plan is consistent with transit operation, maintenance, safety and headhouse access requirements. If the redevelopment plan in any way reduces the operational utility of the transit facility or poses a legitimate safety concern for the users of the transit facility, then Tenant shall have the right to raise objections with Landlord and any other applicable government entity to the extent the objections are based on specific and identified safety or operational concerns. No changes can be made to the headhouse or access to the headhouse without Tenant's approval. 7.3 Permanent Replacement Parking. Landlord shall provide permanent replacement parking spaces on a 1 -to -1 basis at no expense to Tenant, so that at no time are there fewer than 330 parking spaces (of the same approximate size as the parking spaces in the initial Improvements) plus approximately seven (7) ADA- accessible stalls on the east side of the ally purill n ey s a ion for use y s a i replacement parking, Landlord shall consult with Tenant regarding the location and configuration of any permanent replacement parking, any modified bus circulation patterns, and any effects on transit passenger access and amenities arising from the replacement parking. Tenant has the right to approve the location of the permanent replacement parking to ensure the continued operational utility and safety of the transit facility. 7.4 Temporary Replacement Parking. Tenant shall have the right to approve the location of any temporary replacement parking during construction. If the temporary parking is more than 1,200 feet from the headhouse, Landlord shall cause shuttle bus service to be provided for every inbound and outbound scheduled train which stops at the Fridley station. 7.5 Storm Water Pond. If the storm water pond is relocated, enlarged or replaced with an alternative storm water management system or facility which serves solely Tenant or which serves additional users or other non - transit improvements, Landlord and Tenant will reach agreement as to responsibility and cost sharing for operation and maintenance of the replacement storm water facility based on Tenant's proportionate share of the runoff and further agree to amend, terminate and/or replace the Drainage Easement in accordance with such new agreement. G 7.6 Structured Parkins. If the redevelopment involves construction of structured parking (which may include underground parking) to replace all or part of the surface parking, Landlord shall bear the initial construction cost. Landlord and Tenant shall reach agreement as appropriate at that time as to responsibility and cost sharing for operation and maintenance of the structured parking and obligation to rebuild in the event of damage as set forth in Section 9. Landlord shall consider provisions in its redevelopment plan for bus service and necessary bus layover bays and Tenant will consider utilization of the area west of the station for bus bays and layovers. 7.7 Amendment to Lease and Other Documents. Provided that all of the provisions of this Section have been complied with, Landlord and Tenant agree to execute amendments to this Lease, the recorded Memorandum of Lease and the Drainage Easement to address operation, maintenance and any other issues raised by the redevelopment and will also revise the legal description of the Property subject to the Lease and the Memorandum of Lease if necessary to accommodate the redevelopment. If the legal description of the Property is revised, Landlord and Tenant will cooperate to cause the legal description of the Declaration referenced in Section 18 to be revised also. 8 LIABILITY OF PARTIES. Each party shall be responsible for any loss or claim arising out of its own actions or inactions. No party shall be deemed to limit or waive any municipal liability limitations applicable to such party contained in Minnesota Statutes, particularly Chapter 466. 9 DAMAGE AND DESTRUCTION. 9.1 Damage to Property. In the event of damage or destruction to the Property or any portion t e, , s Lease s n Tenant shall continue to pay all Rent and other charges payable hereunder by Tenant. If such damage or destruction impairs Tenant's ability to operate the Improvements or reduces the number of spaces in the Improvements, Landlord shall proceed as soon as practicable after the loss is adjusted to repair, replace and restore the Property to its condition prior to such damage or destruction and complete the repair and reconstruction with proper diligence. Should Landlord fail to complete the restoration of the Property within two hundred seventy (270) days following the date of the casualty, Tenant shall have the right to: (i) repair the Property at its own expense and recover such cost from Landlord, or (ii) terminate this Lease by delivering written notice of such termination to Landlord at any time after the expiration of such two hundred seventy (270) - day period and prior to the date- on which Landlord substantially completes its restoration obligations hereunder. 9.2 Damage to Improvements. Subject to Tenant's right to terminate this Lease as set forth below, in the event of damage or destruction to the Improvements or any portion thereof, at any time during the Term, this Lease shall continue in full force and effect and Tenant shall continue to pay all Rent and other charges payable hereunder by Tenant. Subject to any obligation of Landlord to repair the Property as set forth in the previous Section, Tenant shall proceed as soon as practicable after the loss is adjusted to repair, replace and restore the Improvements to their condition prior to such damage or destruction and complete the repair and G reconstruction with proper diligence. Except as set forth in the following sentence, should Tenant fail to complete the restoration of the Improvements within two hundred seventy (270) days following the date of the casualty, Landlord shall have the right to terminate this Lease by delivering written notice of such termination to Tenant at any time after the expiration of such two hundred seventy (270) -day period and prior to the date on which Tenant substantially completes its restoration obligations hereunder. If all or a portion of Tenant's work to repair the Improvements cannot be completed until Landlord completes all or a portion of work to repair the Property pursuant to Section 9.1, then the 270 -day deadline imposed by this Section on Tenant for that portion of its work shall be tolled by the same number of days that it takes Landlord to complete the necessary portion of its work pursuant to Section 9.1. 10 CONDEMNATION. 10.1 Total Condemnation. In the event that the entire Property is taken by any governmental authority under power of eminent domain or pursuant to a sale by Landlord of the Property to or as directed by any authority having the power of eminent domain either under the threat of condemnation or while condemnation proceedings are pending (a "Taking "), or in the event -so much of the Property is taken in such a manner that the Improvements can no longer be operated as a direct result of such condemnation, then this Lease shall terminate as of the date the condemnation award is entered or the deed is recorded. 10.2 Partial Condemnation. In the event of a Taking concerning less than the entire Property, and Tenant is still able to operate a portion of the Improvements, Tenant shall have the right to (i) terminate this Lease by delivering written notice of such termination to Landlord, or (ii) terminate this Lease only as to the part of the Property so taken or sold to the date of such Taking, in which case the Rent due hereunder shall not be reduced. 10.3 Right to Compensation. Subject to the terms and conditions set forth in the CTI B Agreeemnt, Landlord shall be exclusively entitled to any and all compensation, damages, income, rent, awards and any other interest thereon whatsoever which may be paid or made in connection with the Taking and condemnation proceeds and Tenant shall have no claim whatsoever against Landlord for the value of the unexpired term or otherwise; provided, however, that Tenant shall be exclusively entitled to any award made for relocation expenses, interruption of business and such other items which do not reduce the award or proceeds of sale payable to Landlord. 11 ASSIGNMENT AND SUBLETTING. Section 14 of the Cooperation Agreement provides that ACRRA will convey the Improvements to the Council upon commencement of passenger operations of the Northstar Commuter Rail Project or upon completion of the Fridley commuter rail station, whichever is later. At the time of such conveyance, ACRRA shall assign this Lease to the Council, and the Council shall assume the Lease, by mutually executing an Assignment and Assumption of Lease substantially in the form attached as Exhibit E. Landlord agrees to execute a consent to assignment and assumption. ACRRA will provide an executed copy of the Assignment and Assumption of Lease to Landlord. Thereafter, upon written notice to Landlord, but without Landlord's consent, Tenant may assign or sublease this Lease to any party which has succeeded to the rights and obligations of the Council under the Platform 7 Agreement provided (i) Tenant is not then in default under this Lease, (ii) the proposed assignee or sublessee agrees in writing to assume and be bound by all of the terms, covenants and conditions of this Lease, and (iii) an executed original of the assignment or sublease agreement is delivered to Landlord. 12 DEFAULT AND REMEDIES. 12.1 Tenant's Default. Any one or more of the following events shall constitute an "Event of Default" and entitle Landlord to exercise its rights and remedies: (a) Tenant shall, at any time, fail to pay Rent or any other payment to Landlord required hereunder within five (5) business days after written notice of the default has been delivered to Tenant. (b) Tenant shall fail to keep, perform or observe any covenant, agreement or condition hereunder (other than as provided in subsection (a) above) and shall fail to remedy such failure within thirty (30) days after written notice thereof has been mailed by Landlord (or in the event the default cannot be cured within such thirty (30) days, if such failure is not remedied within such longer period as necessary to cure up to sixty (60) days, provided the remedy is commenced within said thirty (30) -day period and continuously and diligently pursued to completion). (c) The Property is abandoned or vacated by Tenant or the Property shall cease to be used for commuter parking for the Fridley station of the Northstar commuter rail line for reasons other than for repair, maintenance or otherwise for a period in excess of six (6) months (unless, in the latter case, Tenant gives written assurances satisfactory to Landlord that its non -use of the Pro )erty for- eemmuter- pading is not i—pt-g-n-ded- to be peman=1 2-n-d will be -rest imed as soon, as possible). Temporary relocation or non -use of all or part of the Improvements due to redevelopment by Landlord pursuant to Section 7 shall not be deemed an abandonment, vacation or cessation of use by Tenant under this subsection. (d) With respect to any assignee of Tenant which is a private entity (referred to in this subparagraph as "Tenant "), the admission in writing by Tenant of its inability to pay its debts when due; or the appointment of a receiver or trustee for the business or property of Tenant, unless such appointment shall be vacated within thirty (30) calendar days of its entry; or the making by Tenant of an assignment for the benefit of its creditors, or if in any other manner Tenant's interest in this Lease shall pass by operation of law; or the commencement of a case under any chapter of the federal Bankruptcy Code by or against Tenant, or the filing of a voluntary or involuntary petition proposing the adjudication of Tenant, as bankrupt or insolvent; or the reorganization of Tenant, unless a petition is filed or case commenced by a party other than Tenant and is withdrawn or dismissed within thirty (30) days after the date of its filing. (e) With respect to any assignee of Tenant which is a private entity (referred to in this subparagraph as "Tenant "), Tenant shall dissolve or, after failing to maintain its legal existence, fails to bring itself into good standing in the state in which it is organized within thirty (30) days. 12.2 Landlord's Remedies. (a) If an Event of Default occurs, in addition to every right allowed at law and in equity, Landlord shall have the right (but not the obligation) to give to Tenant a notice of termination of this Lease, and upon the giving of such notice, this Lease, the Term and the estate hereby granted shall expire and terminate on the date specified in said notice. (b) In the event Tenant does not perform its maintenance and repair duties, then Landlord may exercise remedies in accordance with Section 4.1(c). 12.3 Legal Expenses. In case suit shall be brought by Landlord or Tenant for recovery of possession of the Property, for the recovery of Rent, or for any other amount under the provisions of this Lease, or because of any other Event of Default, or due to the failure of any party to comply with the terms of this Lease, the non - prevailing party(ies) shall pay all expenses incurred by the prevailing party(ies) in connection with such proceedings, including reasonable attorney's fees and expenses. 12.4 Breach by Landlord. In the event Landlord fails to perform any of its obligations under this Lease and such failure continues for thirty (30) days after receipt of written notice from Tenant specifying the nature of the default and the action required of Landlord (with reference to the applicable Lease provision Tenant claims is not being performed), Landlord shall be deemed to be in default (or in the event the default cannot be cured within such thirty (30) days, if such failure is not remedied within such longer period as necessary to cure, provided the remedy is commenced within said thirty (30) -day period and continuously and diligently pursued to completion) ( "Landlord's Default'). In the event of Landlord's Default, Tenant may (i) seek an equitable remedy, including injunctive relief or specific performance, provided, owever, no ' judgment for the reasonable and actual out of pocket expenses incurred by Tenant in curing Landlord's obligation, provided, however, the commissioners, officers and employees of Landlord shall have no personal liability for such judgment. In no event, however, shall Tenant be entitled to withhold Rent or set -off Rent or other charges due hereunder as a result of an uncured Landlord Default. 13 NOTICES. 13.1 Notices. Any notice, demand or other communication required or permitted by law or any provision of the Lease to be given or served on a party shall be in writing, addressed to the parties at the addresses below, and either (i) deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, (ii) delivered by an overnight private mail service which provides delivery confirmation such as Federal Express, Airborne or UPS, (iii) personally delivered at such address, or (iv) by facsimile with confirmation sheet made available for inspection and followed by regular mail or other means above. Either party may designate additional addresses for the receipt of notices or demands at any time by written notice to the other. Notice shall be deemed given when received. 0 If to Landlord: Housing and Redevelopment Authority in and for the City of Fridley 6431 University Avenue NE Fridley, MN 55432 Attn: Executive Director Fax: (763) 571 -1287 If to Tenant: (before Lease assignment) Anoka County Regional Rail Authority) Anoka County Government Center 2100 P Avenue Anoka, MN 55303 Attn: Executive Director Fax: (763) 323 -5682 (after Lease assignment) Metropolitan Council 390 Robert Street North St. Paul, MN 55101 Attn: Office of General Counsel Fax: (651) 602 -1640 14 TENANT'S PROPERTY. Landlord shall not be liable for injury or damage to the person or property of Tenant, Tenant's employees, contractors, invitees, customers, or any other person in or about the Property, whether the said injury or damage results from conditions arising nnnn the P_ ropeA or from other sources or places Tenant's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the enviromnent created or suffered by Tenant, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall .survive the expiration or termination of this Lease. Upon termination of this Lease, Tenant shall cause any and all hazardous substances and hazardous materials stored on or about the Property and any contamination caused by Tenant to be completely removed prior to Tenant's vacating the Property at Tenant's expense and in compliance with all applicable laws. Tenant shall be liable for any and all costs and expenses incurred by Landlord on Tenant's behalf should Tenant fail to fulfill its obligations described in this paragraph. 15 WARRANTY OF TITLE AND QUIET ENJOYMENT. Landlord represents and warrants that it has fee title to the Property and has the authority to execute this Lease. Subject to the terms of this Lease, upon paying the Rent and performing the other terms, covenants and conditions of this Lease on Tenant's part to be performed, Tenant shall and may peaceably and quietly have, hold, occupy, possess and enjoy the Property during the Term. 16 FIXTURES. Landlord acknowledges, consents and agrees that all signage and other property which is installed or placed in, on or about the Property by Tenant ( "Fixtures ") shall be and at all times remain the property of Tenant and may be removed at any time during the Term or upon the expiration or earlier termination of the Term, whether or not such Fixtures 10 may be regarded as property of Landlord by operation of law or otherwise. Tenant shall immediately repair or cause to be repaired any damage to the Property caused by such removal at no cost to Landlord. 17 HAZARDOUS SUBSTANCES. 17.1 Definitions. For purposes of this Lease: "Environmental Laws" means any and all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any governmental authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substances, environmental protection, or health and safety, as now or may at any time hereafter be in effect and as amended from time to time, as well as the regulations adopted and promulgated thereunder, including without limitation: the Clean Water Act, also known as the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq.; the Superfund Amendments and Reauthorization Act of 1986, Public Law 99 -499, 100 Stat. 1613; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001 et seq.; the Resource Conservation and Recovery Act, also known as the Solid Waste Disposal Act, 42 U.S.C. Section 6901 et seq.; and the Minnesota Environmental Response and Liability Act, Minnesota Statutes Chapter 115B. "Hazardous Substance" means (i) hazardous materials, hazardous wastes, and hazardous substances as those terms are defined under any Environmental Laws; (ii) petroleum, petroleum products, and by- products, including crude oil and any fractions thereof; (iii) natural gas, natural gas liquids, liquefied natural gas, synthetic gas, and any mixtures thereof; (iv) asbestos or any material that contains any hydrated magnesium silicate minerals that crystallize as bundles of long, thin fibers that readily separate when broken or crushed; (vi) radon; (vii) any other hazardous or radioactive substance, material, contaminant, pollutant, or waste; (viii) any substance with respect to which any federal, state, or local Environmental Law or governmental agency requires environmental investigation, monitoring, or remediation; and (vix) any other substance or material now or in the future deemed to be hazardous, dangerous, toxic, or a pollutant or contaminant under any Environmental Laws. 17.2 Prohibition. Tenant and its contractors shall comply with all Environmental Laws, including but not limited to those governing the release, use, storage, generation, treatment, transportation, disposal, or handling of Hazardous Substances. Tenant and its contractors shall not release, install, use, generate, store, locate, produce, process, treat, transport, incorporate, discharge, emit, deposit, or dispose of Hazardous Substances, other than those commonly used in transit operations, in, upon, under, over or from the Property without first obtaining the Landlord's written approval. 11 17.3 Indemnity. Tenant or its contractor shall indemnify, defend and hold harmless Landlord its agents, employees, lenders, and ground lessor, if any, from and against any claim, damage or expense arising out of Tenant, its contractors, subtenants, assignees, agents, employees, customers or other invitees, breach of the obligations and covenants established in Section 17.2. The Landlord's right to indemnity shall not be considered a waiver of the limitations, defenses, and immunities available to the Landlord or Tenant under state law. 17.4 Landlord's Representation. Landlord represents and warrants that, except as set forth in the Phase I Environmental Site Assessment dated November 7, 2008 and the Phase II Environmental Site Assessment dated November 10, 2008, both performed by Braun Intertec Corporation, Landlord is unaware of any Hazardous Substances upon or within the Property. Landlord makes no other representation as to pre - existing hazardous substances and shall assume no responsibility for hazardous substances on the Property except to the extent that it is a responsible party as to such substances under any applicable Environmental Law. Nothing herein shall impair Landlord's or Tenant's right of action against responsible parties under any applicable environmental law. 18 EFFECT OF CTIB AGREEMENT, ENCUMBRANCES. The parties acknowledge that a portion of the cost of the Fridley station is being paid for by a grant from CTIB to ACRRA pursuant to the CTIB Agreement and that the sale or transfer of Tenant's leasehold estate in the Property is restricted by the CTIB Agreement. The leasehold estate of Tenant shall not be subject to any mortgage or encumbrance created by Tenant or its lenders or creditors other than those identified in the Declaration referenced in the CTIB Agreement, a copy of which is attached as Exhibit F. The CTIB Agreement requires that the Declaration be recorded against the Property. The leasehold estate shall be subject to the terms, conditions, and covenamits stated in the GTEB Agreement as applicable to kntcrests in real propefty and are binding on Tenant, its successors and assigns. The fee estate of Landlord shall not be subordinated or subject to any mortgage or encumbrance created by Tenant or its lenders or creditors. 19 ALTERNATIVE DISPUTE RESOLUTION. In the event of a dispute between the parties arising under this Lease, the parties agree to attempt to resolve their dispute by following the process described below: (a) A party (the Initiating Party) may initiate this dispute resolution process by providing the other party (the Responding Party) with a written notice describing the perceived conflict, the Initiating Party's position, and underlying reasons therefor. (b) The Responding Party shall, within five (5) working days of receipt of such notice, provide the Initiating Party with a written response describing its view of the perceived conflict, the Responding Party's position, and underlying reasons therefor. (c) The parties shall meet with a neutral facilitator within fourteen (14) working days from the date the Initiating Party receives the Responding Party's response. The neutral 12 facilitator will be a representative of the Minnesota Office of Dispute Resolution. Costs of such facilitator shall be shared equally by the parties. (d) At the first meeting the neutral facilitator will assist the parties in identifying the appropriate parties and participants in the dispute resolution process, their concerns, and establish a meeting agenda for any subsequent meetings. The parties shall agree on a process for resolving the problem, which could involve additional negotiations, mediation, or arbitration. (e) In developing the process, the parties will be guided by the following principles: (i) The parties will attempt in good faith to reach a negotiated settlement. (ii) The parties agree there will be fair representation of the parties. (iii) The parties will use legal proceedings as a last resort. (iv) In the event the parties are unable to resolve the dispute, each party shall retain all rights, remedies, and defenses it had prior to entering the process, except that each party shall be responsible for its own attorney's fees and costs. 20 DEFE TTIONS. (a) "AAA" is defined in Section 19. (b) "ACRRA" means the Anoka County Regional Rail Authority. (c) "Alterations" are defined in Section 3.2. (d) "Cooperation Agreement" is defined in Section 3.1. e ounci me (f) "CTIB" means the Counties Transit Improvement Board. (g) "CTIB Agreement' ' is defined in Section 3.1. (h) "Drainage Easement" is defined in Section 3.1. (i) "Environmental Laws" are defined in Section 17.1. 0) "Effective Date" is defined in the first paragraph of this Lease. (k) "Extension Term" is defined in Section 1.4. (1) "Event of Default" is defined in Section 12.1. (m) "Fixtures" are defined in Section 16. (n) "Hazardous Substances" are defined in Section 17.1. (o) "Improvements" are defined in Section 3.1. (p) "Initial Term" is defined in Section 1.3. (q) "Landlord" means the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota. (r) "Landlord's Default" is defined in Section 12.4. (s) "Lease" means this Ground Lease. (t) "Memorandum of Lease" is defined in Section 1.5. (u) "Operating Expenses" are defined in Section 2.3. (v) "Plans" are defined in Section 3.2. (w) "Platform Agreement" is defined in Section 1.4. 13 (x) "Proceedings" are defined in Section 5.3. (y) "Property" is defined in Section 1.1. (z) "Rent" is defined in Section 2.2. (aa) "Rent Start Date" is defined in Section 2.1. (bb) "Taking" is defined in Section 10.1. (cc) "Taxes" are defined in Section 5.1. (dd) "Tenant" initially means ACRRA and, after ACRRA assigns this Lease to the Council, the Council. (ee) "Term" is defined in Section 1.4. 21 GENERAL PROVISIONS. 21.1 Binding Effect. This Lease shall inure to the benefit of and bind the parties hereto and each of their respective heirs, successors, representatives and assigns. 21.2 Severabilitv. If any term or provision of this Lease or the application thereof to any person or circumstance shall be invalid or unenforceable, to any extent, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the maximum extent permitted by law. 21.3 Ca to ions. The captions used in this Lease are inserted as a matter of convenience only, in no way define, limit or describe the scope of this Lease or the intentions of the parties hereto, and shall not in any way affect the interpretation or construction of this Lease. 21.4 No Waiver. A waiver by Landlord or Tenant, as the case may be, of any breach of any provision of hereof or of any subsequent breach of the same or any other provision. 21.5 Holdover. Tenant has no right to retain possession of the Property or any part thereof beyond the expiration or termination of this Lease. If Tenant holds over after the Term or any Extension Term without the written consent of Landlord, Tenant shall be deemed a "holdover tenant" and shall pay the Rent, taxes, Operating Expenses and other sums as herein required for so long as Tenant continues its occupancy. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. The foregoing provision shall not affect Landlord's right of reentry or any rights of Landlord hereunder or as otherwise provided by law. 21.6 Transfer by Landlord. In the event of a sale or conveyance by Landlord of the Property, the same shall operate to release Landlord from any liability upon any of the covenants or conditions herein contained first arising after the date of such sale or conveyance, and in such event Tenant agrees to look solely to the successor -in- interest of Landlord in and to this Lease with respect to liability first arising after the date of such sale or conveyance. This Lease shall not be affected by any such sale or conveyance, and Tenant agrees to attorn to the purchaser or grantee, which shall be obligated on this Lease only so long as it is the owner of Landlord's interest in and to this Lease. 14 _ t F, toy and cgnsh ued m accordance 21.7 M laws Q—f xt,u }e J?t»x .�., may x f erp a of sow, H t�' AUT --HORr Y INAND FM TBE CI'T'Y OF r ,. F` FML.EY, A ' _ n s � its chaimm b 5f '+€ki.tV`s"q° €.}x ..fin ?1iY K i. � x R,i AL v 0?a'.- xi.=tt"j,'d Y _ LC`x L,i` ! s .Ysi'13' t f i'13kj� . ey All ul"i ` d Y 'fir '1r Its yj AIa ;n .. .. S I I I EXHIBIT B I J CIST Ate' NE 17 In EDIT C DRAINAGE EASEMENT THIS DRAINAGE EASEMENT, made this day of , 2009, by and between by and between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota ( "Grantor ") and the Metropolitan Council, a public corporation and political subdivision of the State of Minnesota ("Grantee'). WHEREAS, Grantor is the owner of certain property located in Fridley, Anoka County, Minnesota ("Grantor's Property"). WHEREAS, Grantee is the lessee of certain property owned by Grantor and located in Fridley, Anoka County, Minnesota ( "Grantee's Property") and which is adjacent to Grantor's Property. WHEREAS, Grantee desires to acquire an easement over, under, and across a portion of Grantor's Property, said easement to be for the purposes of installation, operation, maintenance, repair, and replacement of a storm water drainage facility serving the Grantee's Property (the "Drainage Easement "). NOW, THEREFORE, 1. It is agreed that Grantor hereby grants to Grantee a nonexclusive perpetual Drainage Easement across the portion of Grantor's Property which is legally described in Exhibit A and depicted on Exhibit B (the "Easement Parcel ") for purposes of installation, operation, maintenance, repair and replacement of a storm water drainage facility serving the Grantee's Property. Said Drainage Easement shall be appurtenant to and shall benefit Grantee's Property. Grantor expressly reserves the right to use the Easement Parcel for any other purposes which do not unreasonably interfere with the rights of Grantee as herein granted, but Grantor shall not have the right to allow the storm water drainage facility to serve any other property except for Grantee's Property without Grantee's written approval. Any future easement shall be subject to and subordinate to, and shall not interfere with, the Drainage Easement without the consent in writing of Grantee. 2. Grantor covenants that it has the lawful right and authority to grant and give the Drainage Easement. 3. Grantor and Grantee shall comply with all regulatory, environmental and safety requirements with respect to the use of the Easement Parcel. Grantee shall at all times operate, maintain and repair the storm water drainage facility so that it functions for its intended drainage purpose. All operations, maintenance and repairs shall be at Grantee's expense except for any maintenance or repairs due to Grantor's negligence or willful act. 18 If Grantee breaches its maintenance and repair obligations, Grantor shall have the right to enter onto the Easement Parcel and perform such maintenance and repair and Grantee shall be held financially responsible for any claims, damages, costs or losses incurred by Grantor as a result thereof. 4. Grantee shall not use or deposit, or permit the use or deposit, of any hazardous or toxic waste or material or other harmful substances on the Easement Parcel. If Grantee breaches the obligations stated in the preceding sentence, Grantee shall indemnify, defend and hold Grantor harmless from any and all claims, judgments, damages, costs and losses, including remediation required by any governmental agency or political subdivision of the Easement Parcel. 5. Grantee shall not cause liens of any kind to be placed against or upon Grantor's Property. 6. This instrument shall bind and insure to the benefit of the respective successors and assigns of the parties hereto, and shall run with the land. This instrument may be modified or terminated in writing executed by both parties or their successors or assigns. (Signatures begin on following page) 19 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. GRANTOR: HOUSING AND REDEVELOPMENT. AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairman By Its Executive Director STATE OF MINNESOTA ) )ss COUNTY OF ANOKA ) On this day of , 2009 before me, a notary public within and for Anoka County, personally appeared Lawrence R. Commers and William W. Burns, to me personally known who by me duly sworn, did say that they are the Chairman and Executive Director, respectively, of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public low X { I sit Y r _ y o ,r i - d OWN: A -s �D C ' ix l y, I ( l , (r � z x � �Vayw. A Vol to � f M MIX Y s Y r _ y o ,r i - d OWN: A -s �D C ' ix l y, I ( l , (r � z _ y o ,r i - d OWN: A -s �D C ' ix l y, I ( l , (r � z I ( l , (r � z � z ®! - 3333G- } PAW .: x ®! 06A 1 MEMORANDUM OF GROUND LEASE This is a MEMORANDUM OF GROUND LEASE by and between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota ( "Landlord') and the Metropolitan Council. ("Tenant'). Landlord has demised and let to Tenant and Tenant has taken and leased from Landlord the real property herein described (the "Leased Premises ") for the term herein stated, for the rent and upon the terms and conditions of the Ground Lease by and between Landlord and Tenant of even date herewith (as the same may hereafter be amended, modified, supplemented or restated, the "Ground Lease) upon the following terms: Landlord: Housing and Redevelopment Authority in and for the City of Fridley 6431 University Avenue NE Fridley, MN 55432 Tenant: Metropolitan Council 390 Robert St. N St. Paul, MN 55101 Date of Lease: Dated as of , 2009. Copies of the Ground Lease are on file in offices of Landlord and Tenant. Legal Description of T aacPrl pf PT711CPC See Fxhihit A attached hereto- Date of Commence- ment of Term: , 2009. Expiration Date of Initial Term: May 31, 2107. Renewal Options: The Ground Lease automatically renews for a 100 -year term, and thereafter automatically renews for successive 20 -year terms as more fully set forth in the Ground Lease. Declaration: The leasehold interest granted by the Ground Lease is subject to the Declaration [referenced in the Counties Transit Improvement Board ( "CTIB ") Amended and Restated Capital Grant Agreement dated February 18, 2009 between ACRRA and CTIB] [recorded on 2009 as Document No. �. Redevelopment Rights: Landlord has certain rights to redevelop the Leased Premises as set forth in the Ground Lease. 24 The purpose of this Memorandum -of Ground Lease is to give record notice of the Ground Lease and the rights created thereby, all of which are hereby confirmed, and this Memorandum of Ground Lease shall not have the effect of in any way modifying, supplementing or, abridging the Ground Lease or any of its provisions as the same are now or may hereafter be in force and effect. In the event of any conflict between the provisions of the Ground Lease and this Memorandum of -Ground Lease, the provisions of the Ground Lease shall prevail. IN WITNESS WHEREOF, the parties have executed this Memorandum of Ground Lease as of , 2009. LANDLORD: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairman By Its Executive Director STATE OF MINNESOTA ) ' OF ANOKA ) On this day of 1 2009 before me, a,notary public within and for County, personally appeared Lawrence R. Commers and William W. Burns, to me personally known who by me duly sworn, did say that they are the Chairman and Executive Director, respectively, of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public` TENANT: METROPOLITAN COUNCIL � w 25 Its 4 $TATS OPWROMSOTA i k .d V OLWT t Y y W �. 7x as 1-i` a:_T a <• i E $v t <: #z��•.p£} It PVT tr# - " 4a r b � r _ 3 S of J . v EXHIBIT E ASSIGNMENT AND ASSUMPTION OF GROUND LEASE This ASSIGNMENT AND ASSUMPTION OF GROUND LEASE is made and entered into as of , 20_ by and between the Anoka County Regional Railroad Authority (" Assignor") and the Metropolitan Council ( "Assignee'). A. Assignor, as Tenant, has entered into that certain Ground Lease dated as of 2009 with Assignee and with the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, as Landlord (the "Lease ") for certain real property located in the City of Fridley, County of Anoka, and State of Minnesota, as more particularly described on Exhibit A attached (the "Pro e '). B. Assignor desires to assign all of its right, title and interest in and to the Lease to Assignee, and Assignee desires to accept such assignment and assume the obligations of Assignor under the Lease subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows: 1. Assignor hereby assigns and transfers to Assignee all of its right, title and interest in and to the Lease. 2. Assignee hereby assumes all of the obligations of Assignor under the Lease arising or accruing on or after the date hereof, and shall keep and perform all conditions and covenants of the Lease in the same manner as if Assignee were the original tenant thereunder. As part of this Assignment, Assignee's obligations for the payment of any and all rents or other monetary obligations payable under the Lease for periods from and after the date of this Assignment shall be deemed to belong to Assignee, but rents and other monetary obligations payable under the Lease for periods prior to the date of this Assignment shall belong to Assignor. 3. This Assignment shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. 4. This Assignment shall only be effective upon execution of the attached Consent by the Landlord. (Signatures begin on following page) 27 IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption of Ground Lease as of the day and year first above written. ASSIGNOR: ANOKA COUNTY REGIONAL RAILROAD AUTHORITY By Its Chair Attest Its Executive Director STATE OF MINNESOTA ) )ss COUNTY OF ANOKA ) On this day of , 20 before me, a notary public within and for Anoka County, personally appeared Dan Erhart and Tim Yantos, to me personally known who by me duly swom, did say that they are the Chair and Executive Director, respectively, of the Anoka County Regional Railroad Authority, a regional railroad authority organized and existing as a political subdivision and local government unit, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public �► W '• f „ x "fir '` a � - A . „, rte 4 h a qq g ,' *i�h? ,,#'w ££ ICY �31 t tj a ' { witbin'. and; or Cowl e+ n d qq g ,' *i�h? ,,#'w ££ t { y x Y CONSENT AND RELEASE The Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority") hereby consents to the foregoing Assignment and Assumption of Ground Lease in favor of the Metropolitan Council and releases the Anoka County Regional Rail Authority from any obligation or liability with respect thereto arising after the date of this Consent and Release. In connection therewith, the Authority confirms that it is not aware of any outstanding events of default under the Lease. Dated , 20 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairman By Its Executive Director STATE OF MINNESOTA ) )ss COUNTY OF ANOKA ) On this day of , 2009 before me, a notary public within and for Anoka County, personally appeared Lawrence R. Commers and William W. Burns, to me personally known who by me duly sworn, did say that they are the Chairman and Executive Director, respectively, of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public 37 EXHIBIT F DECLARATION The undersigned has a leasehold interest in the real property legally described in Exhibit A attached (cumulatively referred to as the "Restricted Property"): And as owner of such interest, does hereby declare that such interest in the Restricted Property is hereby made subject to the following restrictions and encumbrances: A. The Restricted Property is Counties Transit Improvement Board (CTIB) financed property and is subject to the encumbrance created and requirements imposed by a Grant Agreement between the Anoka County Regional Railroad Authority (Grantee) and the CTIB, and cannot be sold or otherwise disposed of by the public officer or agency which has jurisdiction over it or owns it except in compliance with the terms of the Grant Agreement or with the written approval of the CTIB, which approval must be evidenced by a written statement signed by the CTIB attached to the deed or instrument used to sell or otherwise dispose of the Restricted Property; and B. The Restricted Property is subject to all of the terms, conditions, provisions and limitations contained in that certain Grant Agreement between the Anoka County Regional Railroad Authority and the CTIB dated October 29, 2008, as amended and restated on February 18, 2009. The Restricted Property shall remain subject to such restrictions and encumbrances until it is released therefrom by way of a written release in recordable form signed by CTIB, and such written release is recorded in the real estate records relating to the Restricted Property. This Declaration may not be terminated, amended, or in any way modified without the specific written consent of the CTIB. DECLARANT: A: By: Its: Dated: .20 31 s.- 2 *f� � F -Mrw��inrYyr / i 3 ! c i ibe 7 17771 J171 `f ,.4 777`77 —7-7 7777 IT e My -a , , #. All _ fy i; w rti fl; mr F,. saga £ F 1p � a Z2 SO A �d _ t.r it .... ...... .11 45"E r 'V451 blp" 108.3{ a 1Z mg 6! C OR If R 4. u I tis zo HH, 1 fill! 1 J, I I IM p p it, p as a mu at 1; IN 55 Q -gill c Mrg I SP Ills T N1 4H > > C To rl a P1 gill, Z all m -n > cl) Daft 1 11 o r A COUNTIES TRANSIT IWROVEMENT BOARD AMENDED RESTATED CAPITAL GRANT AGREEMENT for the URIDLEY COMMUTER RAM STATION, ANOKA COUNTY TABLE OF CONTENTS RECITALS ARTICLE I — DEFINITIONS Section 1.0 1 —Defined Terms 2 ARTICLE II — GRANT Section 2.01- Grant of Monies 4 Section 2.02 — Use of Grant Proceeds 4 Section 2.03 — Grant Activity Period 4 Section 2.04 — Completion of Grant Project 5 Section 2.05 — Grantee Representations and Warranties 5 Section 2.06 — Grantor's Project Share 6 Section 2.07 — Termination or Modification for Lack of Funds 6 Section 2.08 — Grant Not a Loan 7 Section 2.09 — Unexpended Project Contingency Funds 8 Section 2.10 —Matching Funds g ARTICLE III — ACQUISITION OF REAL PROPERTY Section 3.01— Applicability 8 Section 3.02 — Additional Defined Term 8 Section 3.03 — Execution and Delivery of Declaration 8 Section 3.04 — Grantee Representations and Warranties 9 Section 3.05 — Sale or Transfer of Interest in Real Property 10 Section 3.06 — Disposition Alternatives and Proceeds of a Sale of Real Property Section 3.07 Insurance 11 Section 3.08 — Condemnation 19, 12 Section 3.09 — Use, Maintenance, Repair and Alterations 13 Section 3.10 — Inspection of Real Property 14 Section 3.11— Applicability to Real Property 14 Section 3.12 — Receipt of-Monies Under Use Contract 14 Section 3.13 — Leasehold Interest 14 ARTICLE IV — COMPLIANCE WITH TAX EXEMPT BOND REQUIREMENTS 14 ARTICLE V — EVENTS OF DEFAULT AND REMEDIES Section 5.01— Event(s) of Default 14 Section 5.02 — Remedies 15 Section 5.03 — Notification of Event of Default 15 Section 5.04 — Effect of Event of Default 16 ARTICLE VI — DISBURSEMENT OF GRANT PROCEEDS Section 6.01— Disbursements 16 Section 6.02 — Draw Requisitions 16 Execution Copy I6 EXHIBIT A — DESCRIPTION OF PROJECT EXHIBIT B — DESCRIPTION OF GRANT PROJECT EXHIBIT C — DECLARATION EXHIBIT D — GRANT DISBURSEMENT SCHEDULE AND PROCEDURES ii 16 Section 6.03 — Interest Section 6.04 — Condition Precedent to Any Disbursement 17 ARTICLE VII — MISCELLANEOUS 18 Section 7.01— Records Keeping and Reporting 18 Section 7.02 —Data Practices 18 Section 7.03 —Non- Discrimination 1 -8 Section 7.04 — Liability is Section 7.05 — Relationship of the Parties 19 Section 7.06 —Notices Section 7.07 — Binding Effect and Assignment or Modification 20 20 Section 7.08 — Waiver 20 Section 7.09 — Entire Agreement 20 Section 7.10 — Choice of Law and Venue 20 Section 7.11— Severability 20 Section 7.12 — Grant Disbursements 20 Section 7.13 — Counterparts 20 Section 7.14 — Additional Requirements 21 Section 7.15 — Supplemental Reports 21 Section 7.16 — Survival of Obligations Section 7.17 — Acknowledgement of CTIB Funding for the Transitway Project 21 Section 7.18 — Alternative Dispute Resolution 22 Section 7.19 — Compliance with Laws 22 Section 7.20 —Use of Contractors. EXHIBIT A — DESCRIPTION OF PROJECT EXHIBIT B — DESCRIPTION OF GRANT PROJECT EXHIBIT C — DECLARATION EXHIBIT D — GRANT DISBURSEMENT SCHEDULE AND PROCEDURES ii COUNTIES TRANSIT EVlPROVEMENT BOARD AMENDED AND RESTATED GRANT AGREEMENT CAPITAL GRANT for the FRIDLEY COMMUTER RAIL STATION, ANOKA COUNTY PROJECT THIS AGREEMENT is entered into between the COUNTIES TRANSIT IMPROVEMENT BOARD (CTM), GRANTOR, a Minnesota Joint Powers Board established under the authority of Minnesota Statutes Sections 297A.992 and 471.59, and the Anoka. County Regional Railroad Authority, a political subdivision of the State of Minnesota, on October 29, 2008, as amended and restated on this 18th day of February, 2009. RECITALS 1. The Counties Transit Improvement Board ( "CTIB "), Grantor Herein, is a Minnesota Joint Powers Board established under the authority of Minnesota Statutes Section 297A.992 and Minnesota Statutes Section 471.59. 2. Pursuant to Minn. Stat. § 297A.992, subd. 5(a), the Grantor is authorized to award grants to the State and political subdivisions. 3. PLa suant to - , only for the following transit purposes: a. Capital improvements to transit ways, including, but not limited to, commuter rail rolling stock, light rail vehicles, and transit way buses; b. Capital costs for park -and -ride facilities, as defined in section 174.256, subdivision 2; c. Feasibility studies, planning, alternatives analyses, environmental studies, engineering; properly acquisition for transit way purposes, and construction of transit ways; and d. Operating assistance for transit ways. e. No more than 1.25 percent of the total awards may be annually allocated for planning, studies, design, construction, maintenance, and operation of pedestrian programs and bicycle programs and pathways. 4. Anoka County Regional Railroad Authority, a political subdivision of the State of Minnesota Grantee, is eligible to receive a grant award from the CTIB.- 5. Grantee has proposed a transit/transitway project which is described in the attached Exhibit A (the Transitway Project) ,which is eligible for a grant award by the CTIB under the criteria established by the CTIB pursuant to Minn-* Stat § 297A.992, subd. 5(b). 6. Grantee has submitted an application for a grant award, 7. The Grantee's application has been submitted to the CTIB's Grant Evaluation and Ranking System Committee (the GEARS Committee), has been reviewed by the GEARS Committee, and has been ranked and placed on the selection list provided by the GEARS to the CTIB. 8.. The Metropolitan Council has reviewed the Grant Project for consistency-with the transit portion of the Metropolitan Council policy plan and the Metropolitan Council has found the Grant Project to be consistent. 9. The CTIB has found the Grant Project be nd awarded as Grant on October 29�20Q8 set forth in its Interim Transit Investment Framework subject to the terms of this Agreement 10. The parties wish to amend and restate this Agreement in order to conform more closely to the provisions of the capital grant agreements recently entered into by CTIB and the Metropolitan Council. IN CONSIDERATION of the grant described and other provisions in this Agreement, the parties to tins greemen age-e as follows. Article I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set out respectively after each such term (such meanings to be equally applicable to both the singular and plural forms of the terms defined), unless the contents hereof specifically indicate otherwise: "Agreement" means this Counties Transit Improvement Board Grant Agreement Capital Grant for the Fridley Commuter Rail Station, Anoka County Grant Project. "Disbursement(s)" means payments to Grantee or Grantee's D.esignee.as part of the Grant in accordance with Article VI of this Agreement, and Exhibit D, as it may be amended from time to time by Grantor through,its Designee. "Effective Date" shall be October 29, 2008. "Fair Market Value" means the price which Real Property should bring in a competitive and open market under all conditions for a fair sale, with a willing buyer and willing seller, each acting prudently, knowledgeably, and in their own best interests, and neither under undue stimulus, and as determined by an appraisal of the unencumbered fee simple interest in the property or leasehold interest, whichever is applicable. Fair Market Value shall be determined within 120 days before the date of Sale of Real Property. "Grant" means the money provided by the Grantor to the Grantee pursuant to this Agreement. "Grantee" means the Anoka County Regional Railroad Authority, and its successors and assigns. "Grantee's Designee" means Tim Yantos, its Executive Director, or such other person or entity designated from time to time by Grantee to act on its behalf to administer this Agreement for Grantee, noticed in accordance with Section 7.06. "Grantee's Payment Commitments" shall have the meaning set forth in Section 2.07. "Grantor" or "CTIB" means the Counties Transit Improvement Board, a Minnesota Joint Powers Board established under the authority of Minn. Stat. § 297A.992 and Minn. Stat. § 471.59, and its successors or assigns. "Grantor's Designee" means the Grantor's Chair, or such other person or entity designated from time to time by Grantor to act on its behalf to administer this Agreement, noticed in accordance with, Section 7.06. "Grantor's Protect Share' means a per cen of tuoltall cost - Project paid by the Grantor determined as provided in Section 2.06. "Grant Proict" means the use for which the Grant is made, and described in Exhibit B, attached hereto, and made a part of this Agreement. The Grant Project may have a lesser scope than the Transitway Project. "Joint-Powers Agreement" means that.Joint Powers'Agreement entered into on March 25, 2008 between two or more eligible counties defined in Minn. Stat. § 297A.992, subd. 1(2) and authorized by Minn. Stat. § 297A.992, Minn. Stat. § 471.59, and as amended from time to time. "Party or Parties" means Grantor or Grantee, individually or together, as the context of the Agreement requires. "Real Property" means a fee simple interest or a leasehold interest in land, or improvements to land, to the extent the improvements are constructed or used for the Transitway Project or Grant-Project. Real Property shall not include any of the following: (i) easements, (ii) permits, temporary easements, licenses or other agreements for use of land on which Grantee will not be constructing or placing permanent improvements and (iii) any interest in land donated to the Grant Project or Transitway Project where the value of interest in land is not counted as the Grantee's local share for the Grant Project or Transitway Project. Real Property shall not include a leasehold interest in land owned by the BNSF Railway Company "Restricted Property" means the Real Property, upon which Grantee is required to place or caused to be placed a Declaration in accordance with the terms of this Agreement. 99K lacem6nt Property I means such interest in real property and improvements acquired as a substitute for the Real Property, and any applicable improvements, in accordance with Article III of this Agreement. "Sale of Real Property,, means the transfer of any interest in Real Property for valuable consideration. "Transitway Project" means the final design and construction of a commuter rail station on the Northstar Line, serving the community of Fridley and adjacent communities, which shall be the same as the Grant Project as described in Exhibit B, but does not include operation and maintenance of the transit/transportation system or components_ thereof.. or use of all or "Use�oYed means Pro e t and lease, any bimprovements attached theret a instrument nd personal property any portion of the R p Property contained therein. Article H GRANT Section 2.01 Grant of Monies. The Grantor agrees to make available to the Grantee a Grant of up to Nine Million Nine un wen - ne ousan ($9,921,000) ("Maximum Grant Amount") for the Grant Project. In no event will the Grantor's obligation under this agreement exceed the Maximum Grant Amount The Grantor shall bear no responsibility for cost overruns which may be incurred by Grantee in performance of the Grant Project. Section 2.02 Use of Grant Proceeds. The Grantee agrees to perform and complete in a satisfactory-manner the Grant Project; all asset forth in Exhibit B, which is incorporated herein by reference and made a part hereof. The Grantee shall use the proceeds of the.Grantonly for the purposes and consistent with the amounts stated in the attached Exhibit B. To the extent feasible, Grantee shall comply with all contractual and other requirements necessary to maximize federal and state-funding identified by Grantee for the Grant Project and the Transitway Project. The Grantee may reallocate funds among the cost categories more specifically described in Grantee's CTIB 2008 Grant Application, referenced in Exhibit B. The Grantee shall report any such reallocation to. the Grantor in the Grantee's monthly report. Section 2.03 Grant Activity Period: The Grantee agrees to complete all Grant Project activities between May 1, 2008 and December 31, 2010, except as otherwise set forth in Exhibit. B. The Grant Activity Period may be extended by mutual agreement of the parties in writing. Notwithstanding the foregoing, if the Grant Project is not started on or before November 1, 2009, or such later date to which the Grantee and Grantor may agree in writing, then the Grantor's obligation to fund the Grant shall terminate, and this Agreement shall also terminate and no longer be of any force or effect. For the purposes of this paragraph, start of the Grant Project shall include, without limitation, the Grantee's irrevocable commitment of funds for the Grant Project. In addition,' if all of the Grant Project activities have not been completed on or before the end of the Grant Activity Period, or such later date to which the Grantee and the Grantor may agree in writing, then the Grantor's obligation to continue to fund the Grant shall terminate, and in such event (a) if none of the Grant Project activities have been commenced by such date then the Grantor's obligation to fund any portion of the Grant shall terminate and this Agreement shall also terminate and no longer be of any force or effect, and (b) if some but not all of the Grant Project activities have been completed by such date then the Grantor shall have no further obligation to provide funding for any additional Grant Project activities under the Grant and this Agreement shall remain in full force and effect but shall be modified and amended to reflect the Grantee'-s Payment Commitments as' of such date. Prior to Grantor terminating the Grant under this paragraph, the Grantee shall be given the opportunity to explain to the Grantor the reasons that the Grant Project activities have not been completed before the end of the Grant Activity Period and to request an appropriate extension of the Grant Activity Period. The Grantor shall not be obligated to approve Grantee's request. Section 2.04 Completion of Grant Project. The Grantee shall use best efforts to 1) complete the Grant Project and 2) secure the funding sources needed for such completion. Section 2.05 Grantee Representations and Warranties. With respect to the Grant Project, the Grantee covenants'with and represents and warrants to the Grantor as fbHowse . A. It has legal authority to enter into, execute and deliver this Agreement, and it has taken all actions necessary to its execution and delivery of this Agreement and has the legal authority to perform the Grant Project. B. This Agreement is a legal, valid-and binding obligation of the Grantee enforceable against the Grantee in accordance with its terms. C. It will comply with all of the terms, conditions, provisions, covenants, requirements, and warranties contained in this Agreement. D. To the best of its knowledge after due search and inquiry, it has made no material false statement or misstatement of fact in connection with its receipt of the Grant, and all of the information it previously submitted to the Grantor or which it will submit to the Grantor in the future relating to the Grant or the disbursement of any of the Grant is and will be true and correct. 5 E. To the best of its knowledge after due search and inquiry, it is not in violation of any provisions of its charter or of the laws of the State of Minnesota, and there are no actions, suits, or proceedings pending, before any judicial body or governmental authority, against or affecting it relating to the Transitway Project or Grant Project, and it is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority which would impair its ability to. enter into this Agreement or to perform any of the acts required of it in this Agreement F. Neither the execution and delivery of this Agreement, nor compliance with any of the terms, conditions, requirements, or provisions contained herein is prevented by, is a breach oij or will result in a breach of any term, condition, or provision of any agreement or document to which it is now a party or by which. it is bound. G. It will use the Grant solely for expenditures to perform and complete the Grant Project onto pay for the completion of the Grant Project. H. The Grant Project will be performed and completed in full compliance with all . applicable laws, statutes; rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the Grant Project. I. It has complied or will comply with the matching funds requirement, if any, contained in Section 2.10. J. The Grantee shall use best efforts to 1) complete the Grant Project and 2). secure the funding sources needed for such completion. : K. It will furnish to the Grantor as.soon as possible and in any event within seven (7) calendar days OR the Qrantee has o Default, or each event which with the giving of notice or lapse of time or both would constitute an Event of Default, a statement setting forth details of each Event of Default, or event which with the giving of notice or upon the lapse of time.or both would constitute an Event of Default, and the action which the Grantee proposes to take with respect thereto. L. It shall furnish such satisfactory, evidence regarding the representations and warranties described herein as may be reasonably required and requested in writing by Grantor. Section 2.06 Grantor's Project Share. Upon completion of the Transitway Project, the Grantee shall certify the proportion of funds paid for the Transitway Project under this Agreement and any other grants-for the Transitway.Project provided by CT1B. Upon verification by Grantor or independent audit, such proportion shall be referred to as the Grantor's 2roject Share. This verification process shall not be deemed to supersede the dispute resolution process in Section 7.18. Section 2.07 Termination or Modification for Lack of Funds. The Grant under this Agreement is subject to the availability and provision of funding from proceeds of taxes authorized by Minn. Stat. § 297A.992, subd. 2(a) and imposed by the counties which are members of CTIB. If at any time the sales tax revenues available to the Grantor are projected to be less than necessary to meet Grantor's financial commitments, the Grantor: • shall as soon as practicable notify'the Grantee in writing of such situation; and • may unilaterally amend the payment schedule called for under this Agreement, reduce the Maximum Grant Amount, or cancel this Agreement. Prior to any amendment, reduction, or cancellation as provided for in this paragraph, the Grantor shall meet with the Grantee to discuss potential changes in the scope of the Grant Project and/or disbursement schedule that would allow the Grant Project to go forward in a modified form or to wind down the Grant Project. Upon receipt of the Grantor's notice of an amendment of the payment schedule, reduction of the Maximum Grant Amount, or cancellation of the Agreement Grantee shall take all actions necessary to discontinue further commitments of funds to the extent they relate to the Agreement or the portions of this Agreement for which funding has become unavailable. Grantee shall immediately notify Grantor of any change in circumstances indicating that Grantee will not receive anticipated funding sources identified in Grantee's grant application to CTIB for the Grant Project. In such event Grantor may cancel the Grant and this Agreement, unless Grantee provides satisfactory evidence to Grantor that it will receive substitute funding for completion of the Grant Project. Notwithstanding any amendment, reduction, or cancellation under this section because of lack of Grantor funds, Grantor shall use any available Grant funds to reimburse the Grantee for Grantor's Project Share of any amounts that were actually expended by Grantee for the Grant Project prior to receipt of Grantor's notice as provided for in the above paragraph and any of the following: Salary and expenses 'eurredbyraniee's pPrse el or public agency staff assigned to the Grant Project, as of the time of the notice; and • amounts owed to Grantee consultants, contractors, subcontractors, suppliers, and others for completed and acceptable work that has either not been invoiced to the Grantee or actually paid by the Grantee as of the time of the notice. Amounts identified above in this paragraph are hereinafter referred to as "Grantee's Payment Commitments ". Notwithstanding any provisions in this Agreement, the Grantor shall not be assessed nor pay any costs incurred to litigate, arbitrate, resolve or settle any penalties, claims, costs, losses, or damages demanded due to termination of any contracts with consultants, contractors, subcontractors, suppliers, and others (including, without limitation, attorneys fees; all fees and charges incurred for experts, including engineers, architects and other professionals, in preparation for settlement or trial, or for testimony; and all court or arbitration or other dispute resolution costs). Section 2.08 Grant Not a Loan. The Grant is not intended to be a loan. fd Section 2.09 Unexpended Project Contingency Funds. In the event a Project budget contains a contingency reserve, and upon completion of the Transitway Project, unexpended funds remain in the contingency reserve,.the Grantee shall refund to the Grantor its proportionate share, measured by Grantor's Project Share, of the unexpended funds, unless otherwise agreed to by Grantor. Section 2.10 Matching Funds. The Grantee shall use best efforts to obtain and supply the following matching contribution for the completion of the Grant Project: A. Real Property acquired by Grantee; and B. A ground lease for the eastern park-and-ride lot ("Fridley Property'l acquired by The Housing and Redevelopment Authority in and for the City of Fridley. Any matching funds which are intended to meet the above requirements must either be in the form of (i) cash monies, (ii) legally binding commitments for money, or (iii) equivalent funds or contributions, including equity, which have been or will be used to complete or pay for the Grant Project. Article III ACQUISPTION OF REAL PROPERTY Section 3.01 Applicability. The provisions contained in this Article III are in addition to and not in replacement of the other provisions contained in this Agreement, and shall only apply in the event that the Grantee, as part of the Transitway Project,. acquires an interest in Real Property as defined in .Article I of this Agreement. Such application shall apply even if the 1) Grantee does not directly use CTIB Grant monies to acquire the Real .Property; or 2) Grantee acquires the Real Property before application for a CTIB Grant for the Transitway Project, during the term of gree en Grantee. However, the provisions contained in this Article III do not apply to any interest in land that is donated to the Grant Project or Transitway Project where the value of the interest in the land, is not counted as the Grantee's local share for the Grant Project or Transitwity Project. Section 3.02 Additional Defined Term. The following defined term applies to the provisions contained in this Article III, is in addition to the defined terms contained in Article I, and shall have the meaning set out herein (such meaning to be equally applicable to both the singular and plural forms of the term defined), unless the contents hereof specifically indicate otherwise: "Declaration" - means a declaration, in form and substance acceptable to the Grantor, substantially as contained in attached Exhibit C, indicating that the interest in Real Property will be subject to certain restrictions imposed by this Agreement. Section 3.03 Execution and Delivery of Declaration. Upon acquisition of Real Property or, if the Real property is acquired before the Effective Date of this Agreement, upon the Effective Date, the Grantee shall promptly execute, record in the appropriate office, and deliver a Declaration to the Grantor with all of the recording information displayed thereon. Section 3.04 Grantee Representations and Warranties. With respect to the Grantee's acquisition of Real Property, the Grantee covenants with and represents and warrants to the Grantor as follows: A. As of the date of this Agreement it has legal authority to enter into, execute, record, and deliver the Declaration, and it will not take any action that will revoke or impair such authority or impair its ability to enter into, record, or deliver the Declaration. B. It will take all actions necessary to its execution, recording, and delivery of the Declaration. C. After the Declaration has been executed it will be a legal, valid, and binding obligation of the Grantee, its successor and assigns, enforceable against the Grantee, its successor and assigns; in accordance with its terms. D. Whenever practicable, the Grantee shall acquire a non - defeasible fee simple interest in the Real Property. Notwithstanding the foregoing, this paragraph shall not be interpreted to mean that Grantee must acquire fee title to the Real Property. The parties understand and agree that it is not practicable for Grantee to obtain fee title to Real Property owned by BNSF Railway Company or the Fridley Property. E. Its acquisition of an interest in the Real Property will be performed in full and complete compliance with all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political. subdivisions having jurisdiction over the Real Property. will -o-btM all applicable , and bonds required f6r its acquisition of an interest in the Real Property. G. Its use of the Real Property will be performed in full compliance with all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the use of the Real Property. H. It will obtain alf licenses, permits, and bonds required for its use of the Real Property and improvements. I. In its acquisition of an interest in Real Property, it will comply with all of the terms contained in this Agreement and the Declaration. L It will fully enforce the terms and conditions contained in any Use Contract or management agreement it enters into for operation of the Real Property. K. It will not allow. any lien or encumbrance that is prior and superior to the Declaration to be created or imposed upon the Real Property, whether such lien or encumbrance is voluntary or involuntary and including but not limited to a mechanic's lien or a mortgage lien, without the prior written consent of the Grantor. L. As of the date of this Agreement it is not in violation of any of the provisions of its charter or of the laws of the State of Minnesota that would (i) prohibit it from entering into, recording,.and delivering the Declaration, or (ii) affect its ability to acquire an interest in the Real Property or use the Real Property for the purpose delineated in Section 3.09. In addition, it will not take any action that would be in violation of such charter or laws that would prohibit or prevent it from performing such acts. M. As of the date of this Agreement there are not any actions, suits, or proceedings pending, or to its laiowledge threatened, before or by any judicial body or governmental authority, against, or affecting it that would (i) prohibit it from entering into, recording, and delivering the Declaration, or (ii) affect its ability to acquire an interest in the Real Property or use the Real Property for the purpose delineated in Section 3.09. N. As of the date of this. Agreement it is not in default with respect to any order, writ, injunction,.decree, or demand of any court or any governmental authority which would prohibit it from (i) executing, recording, and delivering the Declaration, and (ii) acquiring . an interest in the Real Property or operating the Real Property for the purpose delineated in Section 3.09. In addition, it will not take any action that would cause a default under. any such order, writ, injunction, decree, or demand of any court or any governmental authority to occur that would prevent the performance of such acts- . O. As of the date of this Agreement, neither (i) its execution, recording, or delivery of the Declaration, or (ii) its ability to acquire an interest in and, if applicable, improve the Real Property or use the Real Property for the purpose delineated in Section 3.09, will be prevented y, be a rear 0 - or will result in a bre?zh ot any term, eGndifiG]3� or provision of any agreement or document to which it is a party or by which it is bound. In addition, it will not enter into any agreement or document that would prevent the performance of such acts. P. As of the date of this Agreement its acquisition of an interest in the Real Property or use of the Real Property for the purpose delineated in Section 3.09 will not violate any applicable zoning or use statute, ordinance, building code, rule or regulation, or any covenant or agreement of record. In addition, it will not take any action that would cause such a violation. Section 3.05 Sale or Transfer of Interest in Real Property.. Grantee may not sell or otherwise transfer any interest in the Real Property, including but not limited to the fee title interest, easement rights, air -rights or any other interest in the Real Property for purposes other than for use for the Transitway Project, unless all of the following conditions have been complied with fully. A. Grantee determines, by official action, that the interest in Real Property is surplus and it is no longer usable or needed for the Transitway Project; 10 B. Grantee provides Grantor with written notice of any proposed sale at least sixty (60) days prior to the date of sale; C. The proposed sale or transfer of the interest in Real Property is made as authorized by law; and D. The sale is for Fair Market Value unless Grantor gives its prior written approval for a sale for less than Fair Market Value, or unless some other value is required by law. Grantor's approval shall not be unreasonably withheld. A sale for at least 95% of the appraised value shall be deemed Fair Market Value. E. Sale or transfer by Grantee of the Real Property to the State of Minnesota or any of its agencies, or any political subdivision of the State of Minnesota, when such transfer is required by Federal or State statute, or as part of the Trangitway. Project, shall not be deemed a Sale or transfer of the Real Property under this Section 3.05,.provided, however, that the Real Property and Transferee shall be subject to the terms of this Agreement. Section 3.06 Disposition Alternatives and Proceeds of a Sale of Real Property. If Grantee has fully complied with the conditions-outlined in Section 3.05 above, the Grantee may elect any of the following disposition alternatives: A. Sell and reimburse the Grantor. Grantee competitively markets and sells the interest in Real Property in conformance with Section 3.05, and Grantee pays Grantor its Proportionate Share: "Grantor's Proportionate Share" shall be Grantor's Project Share multiplied by the net proceeds of the sale. Net proceeds are defined as the sale price less reasonable sale costs. The remaining net proceeds of the sale shall be paid to or retained by e Anoka- County Itee-gional. B. Sale and Offset. Grantee sells the Real Property in conformance with Section 3.05 and Grantee applies the net proceeds from the sale to the cost of Replacement Property for the Transitway Project. The acquisition and purchase price of such Replacement Property must be approved by Grantor. Such Replacement Property shall be subject to the provisions of this Agreement, including but not limited to the provisions of this Article III. If the purchase price of the Replacement Property is less than the sale price of the Real Property, excess funds shall be distributed in accordance with this .Section 3.06. The terms of this Article III shall apply to the Replacement Property, and Grantee shall file an amended Declaration substituting the Replacement Property to be covered as Restricted Property. C. Sell and Use Proceeds for other CTIB Eligible Transitway Projects. Grantee sells the interest in Real Property in conformance with Section 3.05, and Grantee applies the net proceeds of the sale to another CTIB Grant eligible capital or operating transitway project as directed by Grantor. 11 D. Sell and Use Proceeds for other Transit Capital Projects. Grantee sells the interest in Real Property in conformance with Section 3.05 and Grantee applies the Grantor's Proportionate Share as defined in 3.06, subd. A to another CTIB Grant eligible capital or operating t wisitway project as directed by Grantor and the remaining net proceeds of the sale invested in a capital or operating transitway project as directed by the Anoka County Regional Railroad Authority. E. Retain Title with Buyout. Compensate Grantor by multiplying Grantor's Project Share by the Fair Market Value for the interest in Real Property. Upon such payment to Grantor, Grantor shall release the Real Property from the provisions of this Agreement, including but not limited to, the Declaration required by Sections 3.02 and 3.03_ of this Agreement. Section 3.07 Insurance. The Grantee shall maintain or cause to be maintained commercially reasonable property insurance, providing all-risk coverage on the Real Property and improvements constructed using Grant proceeds, whether or not constructed on the Real Property, in an amount equal to replacement cost of the value thereof, and shall name the Grantor as loss payee thereunder. If damages which are covered by such required insurance occurs to the Real Property or improvements, then the Grantee shall, at its sole option and discretion, either: (i) use or cause the insurance proceeds to be used to fully or partially repair such damage and to provide or cause to be provided whatever additional funds that may be needed to fully or partially repair such damage, or (ii) sell its interest in the Real Property, if such exists, in accordance with the provisions contained in Sections 3.05 and 3.06. If the Grantee elects to only partially repair such damage, but collects insurance proceeds for the remaining damaged property which has not been repaired, then the portion of the insurance proceeds related to the damage that was not repaired shall be applied in accordance with the provisions contained in Section 3.06 as if-the. Grantee's interest in the Real Property had been_ sold, and such amounts shall be credited against the amounts due and ow' the Grantee's interest in the Real Property. If the Grantee elects to sell its interest in the Real Property then such sale must occur within'a reasonable time period from the date the damage occurred and.the cumulative sum of the insurance proceeds plus the proceeds of such sale must be applied in accordance with the provisions contained in Section 3.06, with the insurance , proceeds being so applied within a reasonable-time period from the date they are received by the Grantee. As loss payee.under the insurance required the Grantor will assign or pay over to the Grantee all insurance procee& it receives so that the Grantee can comply with the requirements that this Section 3.07 imposes upon the Grantee as to the use of such insurance proceeds. At the written request of the Grantor, the Grantee shall promptly furnish to the Grantor all written notices and all paid premium receipts received by the Grantee regarding such required insurance, or certificates of insurance evidencing the existence of the required insurance. Section 3.08 Condemnation. If all or any portion of the Real Property is condemned to an extent that the Grantee can no longer use the Real*Property for the Transitway Project, then the Grantee shall, at its sole option and discretion, either: (i) use or cause the condemnation 12 proceeds to be used to acquire an interest in Replacement Property needed for the Grantee to continue to comply with the provisions contained in this Agreement and to provide or cause to be provided whatever additional funds that may be needed for such purposes, or (ii) sell the remaining portion of its interest in the Real Property in accordance with the provisions contained in Section 3.05. Any condemnation proceeds which are not used to acquire an interest in Replacement Property or to restore, if applicable, the Real Property shall be applied in accordance with the provisions contained in Section 3.06 as if the Grantee's interest in the Real Property had been sold, and such amounts shall be credited against the amounts due and owing under Section 3.06 upon the ultimate sale of the Grantee's interest in the Real Property. If the Grantee elects to sell its interest in the portion of the Real Property that remain after the condemnation, then such sale must occur within a reasonable time period from the date the condemnation occurred and the cumulative sum of the condemnation proceeds plus the proceeds of such sale must be applied in accordance with the provisions contained in Section 3.06, with the condemnation proceeds being so applied within a reasonable time period from the date they are received by the Grantee. As recipient of any of condemnation awards or proceeds referred to herein, the Grantor agrees to and will disclaim, assign or pay over to the Grantee all of such condemnation awards or proceeds it receives so that the Grantee can comply with the requirements which this Section 3.08 imposes upon the Grantee as to the use of such condemnation awards or proceeds. Section 3.09 Use, Maintenance, Repair and Alterations. The Grantee shall not, without the written consent of the Grantor, permit or suffer the use of any of the Real Property for any purpose other than for the Grant Project or the Transitway Project, as the case may be. In addition, the Grantee shall comply with the following requirements or cause the requirements to be complied with, if Grantee does not own the improvements: (i) shall keep the Real Property in good condition and repair, subject to reasonable and ordinary wear and tear; (ii) shall not during the useful life of e asset o wn en congmt of the Grantor, improvements, if applicable, subject to the provisions of (ix) below regarding any fixtures or personal property and provided that Grantee, in its lease for the Fridley Property, may provide for exchange of the surface parking for structured parking of equal utility in a ramp to serve the commuter rail station; (iii) shall not do any act or thing which would unduly impair or depreciate the value of the Real Property; (iv) shall not abandon the Real Property; (v) shall complete promptly and in good and workmanlike manner any building or other improvement which may be constructed on the Real Property and pay when due all•claims for labor performed and materials furnished therefore; (vi) shall promptly restore in like manner or demolish any portion of the improvements which may be damaged or destroyed thereon in accordance with Section 3.07; (vii) shall comply with all laws, ordinances, regulations, requirements, covenants, conditions and restrictions now or hereafter affecting the Real Property, or any part thereof, or requiring any alterations or improvements thereto; (viii) shall not commit or permit any waste or deterioration of the Real Property; (ix) shall not remove any fixtures or personal property from the Real Property that were paid for as part of the Transitway Project, unless the property or fixtures are-removed to serve another CT1B funded capital or operating transitway project and the removal either a) does not materially reduce the operating utility of the Transitway Project from which the property or fixtures are removed, or b) the property or fixtures are immediately 13 replaced with like property of at least equal utility; and -(x) shall not ,commit, suffer or.permit any act to be done in or upon the Real Property in violation of any law, ordinance or regulation. Section 3.10 Inspection of Real Property. Upon reasonable request by the Grantor the Grantee shall allow, .and will require any entity with whom it enters into a Use Contract for any portion of the Real Property to allow, Grantor to inspect the Real Property. Section 3.11 Applicability to Real Property. This Article III applies to the Grantee's present or future acquired interest in Real Property for the Transitway Project. Section 3.12. Receipt of Monies Under Use Contract. If the Grantee receives any monies under a Use Contract for the Real Property which is subject to the terms of this Article III, the portion of such monies in. excess of the amounts Grantee needs to pay operating. expenses of the Real Property under the terms of such Use Contract shall be. accounted for by Grantee as operations revenues for the transitway developed by or for the Transitway Project. Section 3.13. Leasehold-Interest.. If the Real Property is a leasehold interest in land and the Grantee and the lessor of the leasehold interest agree to reduce the amount of real property subject to such leasehold interest pursuant to provisions relaxing thereto in the ground lease between the Grantee and the lessor in a manner that does not impair the use of such leasehold interest for the originally authorized purpose in connection with the Grant Project, such reduction shall not be deemed to be a sale or transfer of an interest in the Real Property for purposes of Sections 3.05 or 3.06 or a violation of.Seption 3.09, including (but not limited to) the first sentence or clause (ii) or (iii) thereof Article IV COMPLIANCE WITH TAX EXEMPT BOND REQUIREMENTS. [This Article IV is left intentionally blank. CTIB related Bond financing will not used] Article V EVENTS OF DEFAULT AND REMEDIES Section 5.01 Event(s). of Default. The following events (asset forth in Section 5.01, Clauses A and B) shall, unless waived in writing by the Grantor,' constitute an Event of Default under this Agreement upon (i) the Grantor giving the Grantee thirty (30) days written notice of such event, and (ii) Grantee's failure to cure such event during such thirty (30) day time period . for those Events of Default that can be cured within 30 days or within whatever time period is needed to cure those Events of Default that cannot be cured within thirty (30)_ days as long as the Grantee is using its best efforts to cure and is making reasonable progress in curing such.Events of Default, however, in no event shall the time period to cure any Event of Default exceed six (6) months. Notwithstanding the. foregoing, any of the following events (as set forth in Section, 5.01, Clauses A and B) that cannot be cured shall, unless-waived in writing by the Grantor, constitute an Event of Default under this Agreement immediately upon the Grantor giving.the Grantee' written notice of such event. 14 A. If any representation, covenant, or warranty made by the Grantee herein, in any other document furnished pursuant to this Agreement, or in order to induce the Grantor to disburse any of the Grant, shall prove to have been untrue or incorrect in any material respect or materially misleading as of the time such representation, covenant, or warranty was made. B. If the Grantee fails to fully comply with any material provision, term, condition, covenant, or warranty contained in this Agreement. Section 5.02 Remedies. Upon the occurrence of an Event of Default as defined in Section 5.01, the Grantor may enforce any or all of the following remedies. A. The Grantor may refrain from disbursing the Grant, except for Grantee's Payment Commitments; provided, however, the Grantor may make such a disbursement after the occurrence of an Event of Default without thereby waiving its rights and remedies hereunder. B. The Grantor may demand that any portion of the Grant already disbursed to the Grantee be returned to it, and upon such demand the Grantee shall return such portion, except for the Grantee's Payment Commitments, to the Grantor. C. The Grantor may enforce any additional remedies. it may have in law or equity. The rights and remedies herein specified are cumulative and not exclusive -of any rights or remedies that the Grantor would otherwise possess. nor too Gram= portion of the Grant already disbursed to the Grantee, Grantor shall meet with Grantee to discuss wind down of the Grant Project. Notwithstanding any provisions in this Agreement, the Grantor shall not be assessed nor pay any costs incurred to litigate, arbitrate, resolve or settle any penalties, claims, costs, losses, or damages demanded due to termination of any contracts with consultants, contractors, subcontractors, suppliers, and others (including, without limitation, attorneys fees; all fees and charges incurred for experts, including engineers, architects and other professionals, in preparation for settlement or trial, or for testimony; and all court or arbitration or other dispute resolution costs). Section 5.03 Notification of Event of Default. The Grantee or the Grantor shall furnish to the other Parry as soon as possible and in any event within fifteen (15) days after it has obtained knowledge of the occurrence of each Event of Default or each eventwhich with the giving of notice or lapse of time or both would constitute an Event of Default, a statement setting forth details of each Event of Default or event which with the giving of notice or upon -the lapse of time or both would constitute an Event of Default and the action which the Grantee proposes to take with respect thereto. 15 Section 5.04 Effect of Event of Default. If an Event of Default occurs and the Grantee is required to and does return the amount specified in Section 5.023 to Grantor, then the following shall occur. A. This Agreement shall survive and remain in full force and effect. B. The amount returned by the Grantee shall be credited against any amount that shall be due to the Grantor'under Section 5.02.3. Article VI DISBURSEMENT OF GRANT PROCEEDS Section 6.01 Disbursements. The Grantor agrees, on the terms and subject to the conditions set forth.herein and in Exhibit D, attached hereto and incorporated herein, to make Disbursements from the Grant to the Grantee from time to time in an aggregate total amount less than or equal to the Maximum Grant Amount Provided, however, the Grantor's obligation to make Disbursements shall be subject to the provisions of 2.03. Exhibit D may be revised from time.to time by Grantor's in accordance with the requirements of Section 2.07. In the event there is a conflict.with the payments terms for Disbursements provided by this Article VI and Exhibit D, the payment terms of Exhibit D shall prevail. Section 6.02 Draw Requisitions. Whenever the Grantee desires a Disbursement of a portion of the Grant, which shall be no more often than once each calendar month, the Grantee shall submiteo the Grantor a Draw Requisition duly executed on behalf of the Grantee or its Designee. Each Draw Requisition shall be submitted on or between the 111 day and the 15th day of the month in which a Disbursement is requested, and shall be submitted at least seven (7) calendar days before the date the Disbursement is d7eskeed:'Drsw Requisition amounts shall be for sums no greater than the_ monthly amounts identified in Worksheet 5, referenced. in Exhibit D, and made for no sooner than the anticipated schedule of disbursements set forth in Worksheet 5. At the time of submission of each Draw Requisition the Grantee: shall submit to the Grantor such supporting evidence as may be requested by the Grantor to substantiate all payments that are to be made out of the relevant Draw Requisition. If on the date a Disbursement is desired the Grantee has complied with all requirements of this Agreement and the Grantor, acting through its Designee, approves the relevant Draw Requisition and receives a current Grant Project report from the Grantee's Designee or other individual responsible for implementation of the Grant Project satisfactory to Grantor's Designee, recommending payment, then the Grantor shall authorize the requested Disbursement to the Grantee. Section 6.03 Interest. Grantor shall authorize disbursement to Grantee of interest paid at the daily Federal Funds Target rate for a properly requested Disbursement where Grantor, due to its sole fault, delays authorizing payment of the requested Disbursement for a period longer than 16 fifteen (15) days following the date Grantee identifies in the Draw Requisition that the Disbursement is desired. Section 6.04 Condition Precedent to Any Disbursement. The obligation of the Grantor to make any disbursement hereunder (including the initial disbursement) shall be subject to the following conditions precedent: A. Prior to the initial disbursement, the Grantor shall have received the following: 1. The Grantor shall have received evidence, in form and substance acceptable to the Grantor, that (i) the Grantee has legal authority to and has taken all actions necessary to enter into this Agreement, (ii) this Agreement is binding on and enforceable against the Grantee, and (iii) the Grantee has fulfilled such other terms as set forth in Exhibit D. 2. The Grantor shall have received evidence, in form and substance acceptable to the Grantor, that that the Grantee has sufficient funds or access to third party funds to fully and completely pay for the Grant Project and all other expenses that may occur in conjunction therewith. 3. The Grantor shall have received evidence, in form and substance acceptable to the Grantor, that the Grantee is in compliance with the matching funds requirements, if any, contained in Section 2.10: B. If the Grantee becomes aware of any material change in circumstances which would render the information in Paragraphs Al, A2, or A3 above incorrect, the Grantee shall notify the Grantor of such change in circumstances within ten (10) days of becoming aware of such change to circumstances or prior to a ne raw equi itrawhichever ts� ' C. For all disbursements, including the initial disbursement, the following conditions precedent shall apply: 1. The Grantor shall have received a Draw Requisition for such disbursement specifying the amount of funds being requested, which such amount when added to all prior requests for disbursements shall not exceed the Maximum Grant Amount set forth in Section 2.01. 2. No Event of Default under this Agreement or event which would constitute an Event of Default but for the requirement that notice be given or that a period of grace or time elapse shall have occurred and be continuing. 3. The Grantee has supplied to the Grantor all other items that the Grantor may reasonably require. 17 Article VII NIISCELLANEOUS. Section 7.01 Records Keeping and Reporting. The Grantee shall maintain or cause to be maintained books, records, documents and other evidence pertaining to the costs or expenses . associated with the completion of the Transitway Project and, if accomplished, the acquisition of an interest in and, if applicable, the improvement of Real Property and, in addition and if applicable, the acquisition, improvement, renovation, rehabilitation, or new construction of any facilities for the Transitway Project, and the contemplated use of the Real Property and, if applicable, such facilities, and compliance with the requirements contained in this Agreement, and upon request shall allow or cause the entity which is maintaining such items to allow the Grantor, auditors for the Grantor, the Legislative Auditor for the State of Minnesota, or the State Auditor for the State of Minnesota, to inspect, audit, copy, or abstract, all of its books, records, papers, or other documents relevant to the Grant. The Grantee shall use or cause the entity tI is maintaining such books and records to use generally accepted accounting principles in the maintenance of such books and records, and shall retain or cause to be retained all of such books, records, documents, and other evidence for a period of six (6) years from the date that the Transitway Project has been completed and,. if applicable, fora period of five (5) years from the date of the Grantee's acquisition of an interest in and, if.applicable, the improvement of the Real Property and, in addition and if applicable, the acquisition, improvement, renovation, rehabilitation, or new construction of any facilities for the Transitway Project. Section 7.02 Data Practices. The Grantee agrees with respect to any data that it possesses regarding the Grant, the Transitway Project, and, if accomplished, the acquisition of an interest in and, if applicable, the improvement of the Real Property and, in addition and if - applicable, the acquisition, improvement, renovati on, rehabilitation, or new construction of any facilities, or contemplated use of the Real Property and, if applicable,: any facilities, to, comply n,;tt, on of #16 provisions aria restrictions contained in the Minnesota Government Data Practices Act contained in Chapter 13 of the Minnesota Statutes, as such may be amended, modified or replaced from time to time. Section 7.03 Non - Discrimination. The Grantee agrees to not engage in discriminatory employment practices in the completion of the Transitway Project and, if accomplished, the acquisition of an interest in Real Property and it shall, with respect to such activities; fully comply with all ofthe provisions contained in Minn. Stat. Chap. 363A and Minn. Stat. § 181.59, . as such may subsequently be amended, modified or replaced from time to time. Section 7.04 Liability. Each party shall be responsible for its own acts and omissions, the acts and omissions of;its employees and the results thereof to the extent.authorized by law. The Parties shall not be responsible for the acts of others and results-thereof. The Parties expressly agree that they do not contractually waive any limitations on liability or other immunities or defenses available to them -by statute or common law; for activities undertaken pursuant to this Agreement. Section 7.05 Relationship of the Parties. Nothing contained in this Agreement is intended or should be construed in any manner as creating or establishing the relationship of co- 18 partners or a joint venture between the Grantee and the Grantor, nor shall the Grantee be considered or deemed to be an agent, representative, or employee of the Grantor in the performance of this Agreement, the completion of the Grant Project, the Trans-itway Project, or, the acquisition of an interest in,. improvement on or use of Real Property. All personnel of the Grantee or other persons while engaging in the performance of this Agreement, the completion of the Grant Project and the Transitway Project, or the acquisition of an interest.in, the improvement, or use of Real Property shall not have any contractual relationship with the Grantor and shall not be considered employees of Grantor. In addition, all claims that may or might arise on behalf of said personnel or other persons while so engaged out of employment or alleged employment including, but not limited to, claims under the Workers' Compensation Act of the State of Minnesota, claims of discrimination against the Grantee, its officers, agents, contractors, or employees shall in no way be the responsibility of the Grantor. Such personnel or other persons shall not require nor be entitled to any compensation, rights or benefits of any kind whatsoever-from the Grantor, including, but not limited to, tenure rights, medical and hospital care, sick and vacation leave, disability benefits, severance pay and retirement benefits. Section 7.06 Notices. In addition to any notice required under applicable law to be given in another manner, any notices required hereunder must be in writing, and shall be sufficient if personally served or sent by prepaid, registered, or certified mail (return receipt requested), to the business address of the party to whom it is directed. Such business address shall be that address specified below or such different address as may hereafter be specified, by either party by written notice to the other: To the Grantee at: Tim Yantos, Executive Director Anoka County Regional Railroad Authority 2 100 TMrd Avenue Anoka, MN _ 55303 To the Grantor at Peter McLaughlin, Chair Counties Transit Improvement Board A -2400 Hennepin County Government Center 300 South Sixth Street Minneapolis, Minnesota 55487 With a copy to: Mary Richardson Counties Transit Improvement Board Interim Coordinator Richardson Richter & Associates, Inc. 477 Selby Avenue St. Paul, Minnesota 55102 19 Section 7.07 Binding Effect and Assignment or Modification. This Agreement shall be binding upon and inure to the benefit of the Grantee and the Grantor, and their respective successors and assigns. Provided, however, that neither the Grantee nor the Grantor may assign an y of its rights or obligations under this Agreement without the prior written consent of the other parry. No change or modification of the terms or provisions of this Agreement shall be binding on either the Grantee or the Grantor unless such change or modification is in writing and signed by an authorized official of the party against which such change or modification is to be imposed. Section 7.08 Waiver. Neither the failure by the Grantee or the Grantor in any one or more instancbs to insist upon the complete and total observance or performance of any term or provision hereof, nor the failure of the Grantee or the Grantor as to exercise any right, privilege, or remedy conferred hereunder or afforded by law shall be construed as waiving any breach of such term, provision, or the. right to exercise such right, privilege, or remedy thereafter. In - addition, no delay on the part of either the Grantee or the Grantor in exercising any right or remedy hereunder shall operate as a waiver thereon nor shall any single or partial exercise of any right or remedy preclude other or further exercise thereof or the exercise of any.other right or remedy. Section 7.09. Entire Agreement. This Agreement and the documents, if any, referred to, and incorporated herein by reference embody the entire agreement between the Grantee and the Grantor, and there are no other agreements, either oral or written, between the Grantee and the Grantor on the subject matter hereof. Section 7.10 Choice of Law and Venue. All matters relating to the validity, construction, performance, or enforcement of this Agreement shall be determined in accordance with the laws of the State of Minnesota. All legal actions initiated with respect to or arising from ---.1 r-- • - - - - -- -- Minnesota District Court located in the City of St. Paul, County of Ramsey, State of Minnesota. Section 7.11 Severability. If any provision of this Agreement is finally judged by any court to be invalid, then the remaining provisions shall remain in full force and effect, and they shall be interpreted, performed, and enforced as if the invalid provision did not appear herein. Section 7.12 Grant Disbursements. Grantor is not liable to Grantee for costs, claims, damages, consequential damages or liabilities of any nature or kind for failure to disburse funds to Grantee for the Grant Project in accordance with the terms of this Agreement. Section 7.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and'the same instrument. Section 7.14 Additional Requirements. The Grantee and the Grantor agree to comply with the following additional requirements: None. 20 Section 7.15 Supplemental Reports. The Grantee shall promptly provide additional information and make supplemental reports to Grantor as may be reasonably requested by the Grantor. Section 7.16 Survival of Obligations. All obligations of the Grantee hereunder, including but not limited to those stated in Articles III and N, not •fully performed as of the date of completion of the Grant Project or expiration or earlier termination of this Agreement shall survive such completion of the Grant Project or termination of this Agreement, and Grantee, its successors and assigns shall be fully bound by such obligations, unless waived by Grantor. Section 7.17 Acknowledgment of CTIB Funding for the Transitway Project. Grantee shall acknowledge in all public information materials that CTIB is a funding partner for the Transitway Project. Section 7.18 Alternative Dispute Resolution. In the event of a dispute between the Parties arising under this Agreement, the Parties agree to attempt to resolve their dispute by the following the process described below: A. A Party (the Initiating Party) may initiate this dispute resolution process by providing the other Party with a written notice describing the perceived conflict, the Initiating Party's position, and underlying reasons therefore. B. The other Party (Responding Party) shall, within five (5) working days of receipt of such notice, provide the Initiating Party with a written response describing its view of the perceived conflict, the Responding Party's position, and underlying reasons therefore. C. The Parties shall meet within fourteen (14) working days from the date the Initiating Party receives the Responding Party's response with a-neutral faeflhator. The neutral facilitator will be a representative of the Minnesota Office of Dispute Resolution. Costs of such facilitator shall be shared equally by the Parties. D. At the first meeting the neutral facilitator will assist the Parties in identifying the appropriate parties and participants in the dispute resolution process, their concerns, and establish a meeting agenda for any subsequent meetings. The Parties shall agree on a process for resolving the problem which could involve additional negotiations, mediation, or arbitration. E. In developing the process the Parties will be guided by the following principles: 1) The Parties will attempt in good faith to reach a negotiated settlement. 2) The Parties agree there will be fair representation of the Parties. 3) The Parties will use legal proceedings as a last resort. 21 4) In the event the Parties are unable to resolve the dispute, each Party shall retain all rights, remedies, and defenses it had prior to entering the process, except that each Party shall be responsible for their own attorney's fees and costs. Section 7.19 Compliance with Laws. The Grantee shall perform and complete the Grant Project in full compliance with all applicable laws, statutes, rules, ordinances, and regulations issued by,any federal, state, or local political subdivisions having jurisdiction over the.Grant Project. Section 7.20 :Use of Contractors. The Grantee may engage contractors to perform Grant Project activities. However, the Grantee retains primary responsibility to Grantor for _ performance of the Grant Project and the use of such contractors does not relieve the Grantee from any of its obligations under this Agreement. If the Grantee engages any contractors to perform any part of the Grant Project activities, the Grantee agrees that the contract for such services shall include the following provisions. (Note: these requirements are in addition to other requirements for such contracts set forth in this Agreement.) A. The contractor must maintain all records and provide all reporting as required by this Agreement. B.. ,he contractor mustdefend, indemnify; and save harmless Grantor from all claims, suits, demands, damages, judgments, costs, interest, and expenses arising out of or by reason of the performance of the contracted work, caused in whole or in part by any negligent act or omission of the contractor, including negligent acts or omissions of its employees, subcontractors, or anyone for whose acs any of them may . C. The contractor must provide and maintain insurance in amounts and types of coverage appropriate to the contracted work and naming Grantor as an additional insured, and provide. to the Grantee prior to commencement of the contracted work a certificate-of insurance evidencing such insurance coverage: D. The: contractor must be an independent contractor for the purposes of completing the contracted work. E. -The contractor-must acknowledge that the' contract between the Grantee and the contractor does not create any contractual relationship between Grantor and the contractor F. The contractor shall perform and complete the Grant Project in full compliance with this Agreement and all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the. Grant Project. I.. } 22 In the event Grantee has entered into any contracts prior to the Effective Date 'of this Agreement that are subject to the requirements of this section, the requirement to include the described provisions in such contracts is subject to the Grantee's ability to reach agreement with the contractor or contractors to amend such agreements in order to include the described provisions. The Grantee shall diligently and in good faith pursue such amendments with any applicable contracts. The- Grantor agrees that costs payable to the contractor or contractors by the Grantee in order to implement any amendments, required in paragraphs B and C above shall be costs eligible for reimbursement under'tliis Agreement. The remainder of f this page is intentionally left blank- 23 9 iN TESTIMONY HEREOF, the Grantee and the Grantor have executed this Grant Agreement on the day and date indicated immediately below their respective signatures. G E: By: Its:. IP And: aw` �- Its:�eC.t�.Ctn. �IrreG�✓ Dated: GRAD By: Its: ATTEST: By: 4 l�L-- Its: Dated: T? 24 a� an AW Al amid SIS Ap _. _ ANY WAMER Town NO 411511 q 4 ' OW VIVO .J. 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U c o 'S m C � o m = O , 171 tM U v 7 0 00 AZ o m J Lt G RI } U :a E w WE E a .5 v m m C t0 N N Z IM 0 m 0 CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 29 .mC yY 7 EXHIBIT B - Amended and Restated CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project b CT 113 Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 30 N 5 a 0 0 N r a► --. @ °o_ °o °o °o o° o ° 0 8 o 0 C 0 0 0 0. y tlll 0. °vr l"° c°sr W a°) aN°N, N O �Ny m m v to C to 00 td3Y• fH• ffF to v� h • CE €cQ m T� m a a m° r� �u 0 ioF ow �� c c m E •' Q m e 3� �� oo n��v e m CL 00 g� c w19-B mmo m - ogee E 9E - —6 E 9 0 m E mw~O m� �mC 5 0°' �c ED mIvm a I m m - E c E •° �= ''E c c v m O.J 0 u of Q� �o c = ° o m d m 'm° ° v c v m� .� m . o U 3r'. CL iid c 0) e m U �"� m o c E °'a) 1a 1 '70 � � g. CD O m V o 0 .� ra 49. m m 0 0 `—� 3 Q ~ $ >+ ° m sas` F. ra m . .O m� ' 6i� a $U F3a d 0ma m mo m ®E m 'o2-' m c m °v.° TCLo c� . m m m emo vE 0 °m O E ff'OO ��m g °.din. m``g � oc Lo mm as �ioFa a m Z �,r'S m_ 0 o S o 0O m o.0 .E.O c ro c id 3 m y rs m ^� o m s M O w m p M 0 O ci O O U � m O CD U U �mn c W Ui v _ U a°I A o w ° � � � �.. Q a��o � Q c E ii a fJ 0 c E m 1- w V m m UJ g = m � mC T m c Gip O m R N C67 Wes` V E p 9 c y o�'c� E :m z ,mo `m o V o c�mi 2 Ir m° w. CJO7 B m Qtt� ° of c� olY.- u O mmv c An CL �m s �Ee� n �OLmui�3n0 rA r W W 5 c a -m E.5 Q• 2_iic O - ° U ,nQ'� '3 mm W IV) o EE o c °'��E @ C� $ to O0 mc W Z W 7) m` 0 m F FFk -F-ti L o m .. ti m U G o d d• 0o ID Wo r N a a`e dcdci oo f0 t`� 0 o' a0 0 ci tl3 ?`ococ'oo 002 N M 00 d' t0 f0 d 1�• dOd r c°o Fd Nv ai v vvvv d v ult0 w to w C6'to o .a. w ° . V °m CT 113 Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 30 N 5 a 0 0 N r EXHIBIT D– Amended and Restated CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 31 o °o 0 n 0 a) 00 00 M 0 0 M. M R Ka 10 C3 01 1� . 0 M al B C:; Uf Ci - t; Fif M V eV 10 M ID T- V: ra C9 0). IL. ZO LL in g r 0 t! E 0 M E aT ID (D CL 0 ta S 0 M CL. W E 0 w :3. L M 0 O CL aa CHI a 0 Z In 0 a 12 98 .fl a fJ CL w CA 8 Q. (D :0 r- U S -m. .9 0 . 0 0 CL CO 93 0 f J L !R.G .8 -.2 Q ca :2 or C, M * r- 0 .0 U) 0 Or 0 ch C3 E 0 131 z z RD (A off o AR 01 Ck 96 0 Z U) 0 w -J 0 o Eat A 0 'ZO, VAN :9 M :910 0 0 -o z CL W W1 IL M Mm —9 to coo N C; 0000000 C; M M v fi C; o':.. C; o !S. IL CO go m to mm CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 31 EXHIBIT B - Amended and Restated CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County PGOject - rrrr■rr■r■■r■r■■■rr■ . ■ ■uuu ■rrr■r■rr■■■r■rrrr■ ■ ■u ■r ■ruu r ■rrr ■ ■ ■ ■ ■rrerl ■ ■ ■ ■ ■ ■ ■ ■ ■ ■r■ ■■ ■ rr■ ■r ■ ■rrrrrr ■rrr ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■r■ rrr � ■u ■ ■ ■ruu ■uu■ ■ri rrr ■rrrrrr ■rrrrrrrr■r■r■rrr ■ri ■ ■ ■ ■■■ ■urruuuruuru■ ■ur■rr■uu■u■ ■rrr rrrrrrrr ■errrrr■rrrr■r■ ■ ■r■rrr■rrr■ ■rrr■ ■■rrrr■rs■■■■r■r■rr■ ■■uuuu■ruuur■ uur■r■rer■r _u_r_■r_u_ ■■r■■r���iiaer■r■r■■ B gz g CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 32 EXHIBIT B °- Amended and Restated CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project WORKSHEET 30 COST ESQ • TE OF GRANT PROJECT' BY STANDARD COST CATEGORY Anoka County Today's Gate: 9110108 Fridley Station - Northstar Commuter Rail Construction - Standard Cost Categories Total'Cbst Esiiirtaw for Grant Project 10 GUIDEWAY & TRACK ELEMENTS (route rn0as) 10.01 Guideway. At -grade exclusive right -of-way $0 10.02 Guideway. At -grade semi -w uslve (allows cross4raffic) $0 10.03 Guideway: At -grade to mbied traffic $0 10.04 Guideway: Aerial structure $0 10.05 Guideway: Built-up fill $0 10.06 Guideway: Underground cut & cover $0 10.07 Guideway: Underground tunnel $0 10.06 Guideway: Retained cut or fill $0 10.09 Tracc Direct fixation $0 10.10 Traffic Embedded ,$0 10.11' Traci- Ballasted $0 10.12 Tracla.Speclal (switches, turnouts) $0 10.13 Tractc Vibration and noise dampening $p TOTAL COST BY STANDARD COST CATEGORY 10 $p 20 STATIONS, STOPS, TERMINALS, INTERBAODAL (number). 2101 At -grade station, stop, shelter, mail, terminal, platform $4,232,000 20.02 Aerial station, stop, shelter, me% terminal, platform $0 20.03 Underground station, stop, shelter, mall, temdmd, platform $0 20.04 Other stat ions, landings, terminals: Internodal, ferry, trolley, etc. $0 2105 Joint development $0 20.06 Automobile parking mulit-story structure 20.07 Elevators, escalators $570,000 TOTAL COST BY STANDARD COST CATEGORY 20 $4,802,000 30 SUPPORT FACILITIES: YARDS, SHOPS, ADMIL-BLDGS. Administration Buddin - Office sales storage, revenue counfing $p $p 30.02 Light Maintenance Facildy 30.03 Heavy Maintenance Facility $0 30.04 Storage or Maintenance of Way Building .$0 30.05 Yard and Yard Track $p TOTAL COST BY STANDARD COST CATEGORY 30 ' • $0 40 SITEWORK & SPECIAL CONDITIONS 40.01 Demolition, Clearing, Earthwork $857,000 40.02 Site Utilities, UOrity Relocation $260,000 40.03 Haz marl, contam'd soil removaUmdtgation, ground water treatments $0 40.04 Environmental mitigation, e.g. wetlands, historiclarcheologto, parks $0 40.05 Site structures including retaining wads, sound walls $p 40.05 Pedestrian / bike access and accommodation, landscaping $390,000 40.07 Automobile, bus, van accessways Including roads, parking tots $480,000 40.06 Temporary Facdides,and other Indirect costs during construction $290,000 TOTAL COST BY STANDARD COST CATEGORY 40 $2,277,000 50 SYSTEMS 50.01 Train control and signals $0 50.02 Traffic signals and crossing protection $0 5D.03 Traction power supply: substations $p . ' ' • ' 50.04 Traction power distribution: catenary and thins rail 5D.05 Communications 50.05 Fare collection system and equipment :: '$245,600 ' 5D.07 Central Control $285,000 TOTAL COST BY STANDARD COST CATEGORY 50 $581,0110 • Construction Subtotal (10 - 50) Worksheet3 Secflon•`li Page 1 CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 33 -EXHIBIT B - Amended and Restated CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka Comity Noject r Worksheet 3 Section 11 Page 2 CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 34 Total Cost Estimate•for Grant Standard Cost Categories Project 60 ROW, LAND, EMSTING W— FROVEWNTS 60.01 Purchase or lease of reel estate $4,455,000 $0 60.02 Relocation of existing households and businesses TOTAL CDST BY STANDARD COST CATEGORY 60 $4,456,000 70 VEHICLES (number) $0 70.01 Light Rail $0 70.02 Heavy Rail $0 70.03 Commuter Rail $0 70.04 Bus $0 70.05 Other $0 70.05 Non - revenue vehicles $0 70.07 Spare party TOTAL COST BY STANDARD COST CATEGORY 70 $D 80 PROFESSIONAL SERVICES (applies to Cats. 10-50) 80.01 Pretirnkrary Engineering $0 $257,000 80.02 Final Design 80.03 Project Management for Design and Construction 00,000 80.04 construalion Administration 8 Management $500,000- 80.05 Professional Liability and other Non- Constructlon insurance $10,000 80.06 Legal, Permits; Review Fear by other agencies, cues, eta $15,000 80.07 Surveys, Testing, Investigation, inspection $155,000 80.08 Start up TOTAL COST SY STANDARD .COST CATEGORY 80 0 $1,137,000 '. Subtotal (60 :80) $5,582,000' Subtotal (10 - 80) $13,252,000 $1,124,000 90 UNALLOCATED CONTINGENCY $14,376,000 Subtotal (10 - 90) 100 FWAt110E CHARGI =3 $14,376,000 Total Project Cost (10 -100) r Worksheet 3 Section 11 Page 2 CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 34 EXHIBIT 13- Amended and Restated CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project �• a 0 W CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 35 OD C O O wa O C m _ v •o :a •• 0 o oc c^ LLi O o` °� O o .� % C3 0 s 63. to N m ° O O 4 d E� 0 0 ,,� C °4• O ° O O N ° N a mmm m � r Oi q°j m 1'L �• � m t m 'm0 u m E g s � - V sa' a� •e L o •.m 0 0 O O O O O ° ° o �6 } R °vt ° O °te tom_ 1. ° o Wo v� a o^ ° m o 83 ° •��j -y o 0 O ° O O_ O O v m Q V 'V r CO N e} er f9 tH 89 C • U� W Op r D Jm D r m a mr 8 0 S°C Z J VT d � �• m� ° U 'Y CJ r 107 m z IL M o W p' U U o $ ° m IL O U w ��°-- Q 9 LL g� ° d g � °m to m m. �• a 0 W CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project - Page 35 EXHIBIT B = Amended and Restated CTIB Capital Grant for the Fridley Commuter Rail Station, Anoka County Project ° ° o ° m Qo N 6 z N • p G= 0 0 0 0 0 N F CC m •n'OO ytR C% N O O O Z 4+ N O N O �p iof O�yl j O O O 0 m ' • I C.7 � O O O O O ° � N s N E °' 0 0 0 0 0 0 • N q W m C m • S� co � O O O O O N m • q�p Pa E�E O O p °o 9 N O O O O O I Mg O 0 o ° o o sfi O N ® tIj y ED c O P m Ifs o� 00 Z N 0. ° 0 0 q ,a r o. m m o Ix 0 • � o °o 0 D O 0 O O O O N OIL s m C LL C d O O O {gip• f°H ca r r N .. m '�3 0 e0- c T V � v°! a°•i � � c m m e o � o Cf, •� � � p• I dr LL C7 a 5 m v � v v�. �% 9 a D Grant for the Fridley Commuter CTIB Capital Rail Station, Anoka County Project -Page 36 x:116 DECLARATION The undersigned has (a fee simple) (a leasehold) interest in the real property legally described in Exhibit A attached (cumulatively referred to-as the "Restricted Property'l: And as owner of such interest, does hereby declare that such interest in the Restricted Property is hereby made subject to the following restrictions and encumbrances: _s A. The Restricted Property is Counties Transit Improvement Board (CTIB) financed property and is subject to the'encumbrance created and requirements imposed by a Grant Agreement between the Anoka County Regional Railroad Authority (Grantee) and the CTIB, and cannot be sold or otherwise disposed of by the public officer or agency which-has jurisdiction over it or owns it except in compliance with the terms of the Grant Agreement or with the written approval of the CTIB, which approval must be evidenced by a written statement signed by the CTIB attached to the deed or instrument used to sell or otherwise dispose of the Restricted Property; and B. The Restricted Property is subject to all of the terms, conditions, provisions and limitations contained in that certain grant agreement between the Anoka County Regional Railroad Authority and the CTIB dated October 29, 2008, as amended and restated on February 18, 2009. The Restricted' Property shall remain subject to such restrictions and encumbrances until it is released there from by way of a written release in recordable form signed by CTIB, and such written release is recorded in the real estate records relating to the This Declaration may not be terminated, amended, or in any way modified without the specific written consent of the CTIB. DECLARANT: U By: _ Its: Dated: And: Its: 20 Executed on the day of 37 qi- +f. , OF :. Ow -N ,'X-e "�y. F? }. F r §} gip• ' Wowiwo { A __x Wha •" Ebb {} ii �� 3i.5P'SV �' '�•Yk� `7 �S ""v -- .F, T, +..16.,�. / sy T wf _ t _ F a r.� ti r 4` f � � \� \ \ \ :� � :� \ . . .� y : � \� � /� � .� � � � � �� � � � � �� c « ©: .. � av :.� . . . ������.ydyw� «� � y. � . � x :rte � � � d ©. �a <� � . � � � � � � � � � � � � � \ ��� :�:. . . . ,. . m « �� »� � � « °� ©>� � . � «� :� .w: :y.�: , � «� � m /<� � w� 0 1 III111 -8 f zI�� if � Q 3 3 s F 8 S .. W HIS f fl 1; 111 III HIM pf mesa fee 10 �� j a b '•a� � g gs a g2p`8 � �5 �ail, e 85 S $g za U pI � I ps g iiaI g EG' ` A �s R i j! i r 1 r j I s } _I z gill k z� lllI is w W 1, I3 deg & s x a 1i g LL ®— Q �; $�sa Eta �S a na1g�g t�a �wr� y 6 g:�T' A eggo 3 i. �' `c i' �r -:�-r. - i.•:.r; x'- ..• -+'. J-Y_L. 'Y; '«'?;1;::"rtl }';' v-t ` -V •.o-� =.' ' —I —¢—' _ -'_ x•.ec `scars 8 a --- I- - - -- L O •a r i '�. { u c•x 4,E _ _.3- -_ I �_ .a'•._ .... _ i i tr i I . �� • : • I� rc lu �"i'ry ��•g'• 1 3 -_, .I �'Y ' to .__ i ;1 r'� I �' �' t3'n � .: � `I9[ .S t I!i i q��9i.- N. S ` /••�� �Y I 2�.•.•..1'��i y�� /t�.�.,..�f.•',•!}'.,'y •• a'. ., .i111"'fT" _r !*�. L.... °V...� -} 7 { r +•\ I ?r• ,yir 1 ILI I n ..fCeCl �••i ', �''.C:: ?I +��'? Cs'� rb; I y� ° ��_ .....I:; :I:,. fffiff� I ii Fridley Housing and Redevelopment Authority NDY% MEMORANDUM DATE: August 28, 2009 TO: William W. Burns, Executive Director of HRA 6, FROM: Paul Bolin, Assistant HRA Director Scott Hickok, Community Development Director SUBJECT: Fairview Clinic Sign Introduction: You may recall from our May meeting that after merging with Columbia Park Medical Group, part of Fairview Clinic's new "branding" efforts have included converting all signage over to Fairview. Fairview inquired about the possibility of erecting a sign on the property, owned by the HRA, which contains the Fairview parking lot. The attached drawing shows the proposed sign location. Coincidently, the City has had a desire to remove and replace the existing community billboard located in front of the Fire Station along University Avenue. The existing City sign is more than 30 years old, requires manual changing of messages, and is very difficult to obtain parts for repairs. Because of the high cost to replace the sign and -- - ontd -b�g�t �x�,,.ws3 �± is not likely th rh ity would have the ability to replace this sign in the near future. As discussions with Fairview progressed, staff discussed the potential of partnering with Fairview for a shared sign that could serve both the needs of Fairview and the City. Fairview expressed a strong interest in building, owning, and maintaining a sign on the leased property that would serve both needs and has designed a sign with a LED message center to meet the joint needs (see attached). Recommendation: Staff recommends approval of the easement/use agreement that will allow the sign to be constructed on the HRA owned property. Attorney Casserly and the Fairview attorneys have reviewed and approve of the agreement and resolution attached to this memorandum. HRA RESOLUTION NO. RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF pARKiNG AND SIGN EASEMENT DEVELOPMENT AGREEMENT HORIT v N BAND FOR THE HOUSING AND � THE CITY OF FRIDLEY, MINNESOTA AND THE FAIRVIEW FRIDLEY CLINIC BE IT RESOLVED by the Board of Commissioners (the "Commissioners ") and the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority"), as follows: Section 1. Recitals. 1.01 It has been proposed that the Authority enter into a Parking and Sign Easement Agreement with the Fairview Fridley Clinic (or appropriate legal entity). Section 2. Findings. 2.01 The Commissioners hereby find that the Parking and Sign Easement Agreement promotes the objectives as outlined in its Redevelopment Plan established pursuan t to Minnesota Statutes, Section 469.001 et seq. 2.02 The Commissioners hereby further find that a area subject to the Parking and Sign Easement Agreement is included m the Redevelopment 2.03 The Commissioners hereby further find that the Authority has performed all actions required by law to be performed prior to the approval and adoption of the Parking and Sign ------ asemen�n Section 3. Authorization. 3.01 The President and the Executive Director (the "Officers ") are hereby authorized to execute and deliver the Parking and Sign Easement Agreement when the following condition is met: Substantial conformance to the Parking and Sign Easement Agreement presented to the Authority as of this date with such additions and modifications as the Officers may deem desirable or necessary as evidenced by the execution thereof. PASSED AND ADOPTED BY HOUSING ANDH DE DAY OF SEPTEMBER, 200 IN AND FOR THE CITY OF FRIDLEY, MINNESO T Lawrence R. Commers, Chairperson ATTEST: William W. Bums, Executive Director r CERTIFICATION I, William W. Burns, Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, hereby certify that the foregoing is a true and correct copy of Resolution No. adopted by the Authority on the 3rd day of September, 2009. KM: 4813 - 52774404, v. 1 2 William W. Burns, Executive Director PANG AND SIGN EASEMENT AGREEMENT THIS PARKING AND SIGN EASEMENT AGREEMENT ( "Agreement ") is made as of this day of , 2009, by and between the Housing and Redevelopment of Fridley, the State of Authority in and for the City Y� Minnesota, a political subdivision of Minnesota ( "Grantor "), and [the Fairview Fridley Clinic or appropriate legal entity] (hereinafter called "Grantee "). WITNESSETH: Block 2, Fridley WHEREAS, Grantor is the owner of the property described as 2,ota (the "Grantor Plaza Center, according to the recorded plat thereof, Anoka County, Property"); and WHEREAS, Grantee is the owner of the property known as Lot 1, Block 2, Fridley Plaza _Center— acsording–to t e resided_ _plat thereon Anoka County, Minnesota (the "Grantee_ Property"); an WHEREAS, Grantor and Grantee desire that there be located on the Grantor Property an easement for parking and sign purposes as described herein; and WHEREAS, the parties desire to evidence in writing the terms and conditions upon which said easement will be granted; and WHEREAS, in connection with the ownership and development of the Grantor Property and the Grantee Property, Grantor and Grantee desire to provide for a non - exclusive easement appurtenant to the Grantee Property as set forth below. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, follows: the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree 1, Easement Grant. Subject to the conditions of the limitations non-exclusive Grantor hereby declares and grants for the benefit easement appurtenant to the Grantee Property upon, over and across the parking area located on ably the Grantor Property and over and across the drivarvea for the purposet of providrngrthe onwner necessary or appropriate for access to such parking of the Grantee Property from time to time and the general public with vehicular parking on the Grantor Property, pedestrian ingress and egress to, from and between the Grantor Property and the Grantee Property and for use of the driveways on the Grantor Property for access to adjacent public roads. 2. Sign Construction and Operation. Grantor hereby grants consent to Grantee to construct a sign on Grantor's Property in approximately the location shown on Exhibit A attached, provided such work is performed in accordance with applicable building codes, laws, ordinances and regulations. All such work shall be performed at Grantee's sole cost and expense. The design, specifications for and allowed use of the sign are attached as Exhibit B. Grantee may use its share of the sign only to advertise the business located on the Grantee Property. Grantee shall operate, maintain, repair and replace the sign at its cost and expense. Grantee must replace the sign if it removes it. Grantee shall indemnify and defend Grantor from and against any loss, claim, damage or expense arising out of any negligent or wrongful act of Grantee, its agents, employees and contractors in the performance of the construction, operation, maintenance, repair or replacement set forth in Paragraphs 2 and 3. 3. Maintenance. The owner of the Grantee Property shall at its expense maintain, repair, replace, and keep the Grantor Property, including the parking lot and sign, in good condition and appearance, and in good repair, including snow removal. In the event that the sign is significantly damaged or destroyed, the owner of the Grantee Property shall repair or replace the sign within sixty (60) days or as otherwise agreed to by Grantor in writing. The driveways shall not be obstructed in any manner and shall be kept open at all times for the free use thereof. Each respective property owner shall comply with all laws, rules, regulations and requirements of public authorities relating in any manner whatsoever to the Grantor Property and related access. 4. Ownership of Sign. The sign shall be the property of Grantee. If Grantee fails to- maintain the sign, or if Grantee gives notice in writing to Grantor of its intention to abandon the sign, Grantor may take over ownership, maintenance and operation of the sign and may remove Grantee's name from the sign. If Grantor does not wish to take over ownership, maintenance and operation, it shall so notify Grantee in writing and Grantee must remove the sign within thirty (30) days or as soon thereafter as weather permits. 5. Duration. The easement contained herein shall be perpetual (subject to the specific provisions and limitations hereof) and shall create mutual benefits and covenants running with the Grantee Property and Grantor Property, and shall be binding upon any owner, tenant or occupant of the Grantee Property and the Grantor Property and their respective legal representatives, heirs, successors and assigns. The easement shall terminate on December 31, 2059. Upon termination of this easement, Grantee agrees to execute any document necessary to clear this easement from the title to the Grantor Property. 6. Sole Agreement. This Agreement may not be amended or modified in any respect whatsoever except by an instrument in writing signed by all parties. This Agreement constitutes the entire agreement between the parties with respect to the easement set forth herein and supersedes all prior negotiations, discussions, writings and agreements between them in connection therewith except as set forth herein. 2 t �. Not a Public Dedication. Nothing herein contained shall be deemed to be a grant or dedication of any Portion of the Grantor Property to or for the general public oeemen shall be purposes whatsoever, it being the intention of Grantor and Grantee that this Agreement strictly limited to and for the purposes herein expressed. g. Attorneys' Fees. In the event of any controversy, claim or dispute relating to this Agreement, the prevailing party in a non - appealable judicial resolution of such co attorneys, claim or dispute shall be entitled to recover from the losing party reasonable fees and costs. 9, Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. shall be governed by and construed in 10. Applicable Law. This Agreement accordance with the laws of the State of Minnesota. 11. Partial Invalidity. Should any one or more of the provisions of this Agreement be determined to be invalid, unlawful or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby unless as a result the purpose and intent of this Agreement shall thereby be substantially and essentially impaired. In such event, the parties shall diligently proceed to revise this Agreement in order to rememorialize such purpose and intent. 12. Rights Reserved. Grantor reserves and shall continue to enjoy the use of the Grantor Property for any purpose which does not interfere with or prevent the use of the easement herein granted, including the right to locate and relocate buildings, driveways, parking areas and other improments to be lo c ated upon e f Grantor prop erty. _ ve r the 13. Miscellaneous. Whenever a transfer have no further liability for breach Grantee Property or the Grantor Property, the tr ansferor shall of covenant occurring thereafter. Each owner of the Grantee Property and Grantor Property u h agrees to look solely to the owner of the other tract for recovery of any judgment ers owner, it being agreed that the partners, members, directors, officers, managers or covenants dand or Grantor or Grantee shall never be personally liable for such judgment. The obligations of each owner set forth in this Agreement shall be binding upon such owner solely as the owner of either the Grantor Property or the Grantee Property and shall be binding upon the owners and their respective successors and assigns Grantor to such erty or the Grantee Property. during their respective periods of ownership of either the P 14. Notices. All notices to be given under this Agreement shall be given, in writing, ess to by registered mail to the owner of the Gran�Prealee tatedtaxing authority of aAnokadCounty, which tax statements would be sent by the Minnesota. 15. Condemnation. In the event not make any claim for a easement king of su ch granted herein, the owner of the dominant e state shall 3 easement rights unless such claim can be made without reducing the award to the owner of the servient estate below what it would be absent the.claim by the owner of the dominant estate. IN WITNESS WHEREOF, Grantee and Grantor have executed this Agreement as of the date set forth above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairman By Its Executive Director STATE OF MINNESOTA ) ) ss COUNTY OF ANOKA ) On this day of , 2009 before me, a notary public within and for Anoka County,- personally appeared. Lawrence R._ Commers and William W. Bum_ s, to me personally known who by me duly sworn, did say that they are the Chairman and Executive Director, respectively, of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public 4 FOM LZU STATE OF MINNESOTA ) ss COUNTY OF ) On this day of , 2009 before me, a notary public within and for _ County, personally appeared , to me personally known who by me duly sworn, did say that he /she is the of a Minnesota nonprofit corporation, and acknowledged the foregoing instrument on behalf of said corporation. Notary Public - - - - - - -THIS lNSTRJMENT WAS - DRAFTED -BY: Krass Monroe, P.A. (GLC) 8000 Norman Center Drive, Suite 1000 Minneapolis, MN 55437 (952) 885 -5966 5 EXHIBIT A SIGN LOCATION EXHIBIT B SIGN DESIGN, SPECIFICATIONS AND ALLOWED USE The sign specifications shall be substantially as set forth above. Grantor's name shall appear in the upper two feet of each side of the sign (approximately 22% of the surface area of each side). Grantee's name shall appear on the bottom three feet of each side of the sign (approximately 32% of the surface area of each side). An LED display shall occupy the middle four feet, three inches of each side of the sign (approximately 46% of the surface area of each side). Grantor will control the content of the LED display and may change it as frequently as desired. Grantee shall provide Grantor with the software to control the LED display at no cost to Grantor. KM: 4849 - 5732 -0196, v. 1 7 Fridley Housing and Redevelopment ri Authority •°Y MEMORANDUM DATE: August 27, 2009 TO: William W. Burns, Executive Director of HRA FROM: Paul Bolin, Assistant HRA Director SUBJECT: Northstar Transit TIF District Introduction As a reminder, the 2007 and 2008 legislative sessions gave the City of Fridley the ability to create a Transit TIF District and to pool tax increment from 3 existing districts to pay for public improvements around the Northstar Station Area. At the regular June meeting, the HRA was asked to approve a motion authorizing staff to move forward with the statutory requirements for creating the Northstar Transit TIF District. After discussion of the timing of the district creation and concerns over starting the time clock for the district, prior to having an identified project, the HRA tabled the item. At the regular August meeting, Commissioner Holm asked that staff bring the item back to the HRA at their September meeting to further discuss the pro's and con's of creating the district at this time. The current economic conditions certainly cloud the easy answer as to when the district should be created. The only thing certain is that the district needs to be in place prior to any development taking place on the JLT site, as it is a primary revenue source for the district. The following is just a short list of the Pro's & Con's of creating the district now vs. later. PROS CONS Ensure district in place prior to JLT could sell site and construction start development of JLT Site prior to district creation, loss of revenue Can delay collection of increment for up to Extended recession could delay project, 4 Years, gaining time to get development delaying/reducing increment collection Make parcels within district more desirable Leaves timing unknown for those looking for redevelopment to redevelop other sites in area HRA could expend funds in area, knowing HRA not able to recoup funds spent prior that payback from increment will happen to district creation. when JLT site is developed Attached to this cover sheet is the memorandum, previously distributed in June by Attorney Casserly, explaining potential development scenarios for the district. Attorney Casserly and staff will be available for taking questions on Thursday night. James R. Casserly jcasserly @krassmonroe.com Direct 952.885.1296 Greg D. Johnson gjohnson@krassmonroe.com Direct 952.885.5994 MEMORANDUM KMMSRSOE To: City of Fridley Attn: Paul Bolin, HRA Assistant Executive Director Attn: Scott Hickok, Community Development Director Attn: William Bums, City Manager, HRA Director From: James R. Casserly, Esq. Greg D. Johnson, CPA, Senior Public Finance An yst Date: May 19, 2009 Re: Tax Increment Potential in the Northstar TIF District Our File No. 9571 -74 Attached is a spreadsheet titled Transit TIF District — TIF Plan: Tax Increment by Area. We designed this analysis to show the relative amount of tax increment from the different phases. At the top of the page we identify seven different Sites. In three of the Sites, B, E and G, we have assumed no redevelopment; in four of them, A, C, D and F, we have assumed the redevelopment and the resulting market value as shown. For purposes of our analysis, we have assumed Site D (the JLT Land) will be Phase 1. Site A (Islands of Peace Apartments) will be Phase 2; Site C (West of Railroad Tracks) will be Phase 3; and Site F (Train Station/Site Land) will be Phase 4. Upon completion of these four Sites, the estimated market value of the entire Northstar TI District will be approximately $239,000,000. The current market value of the District is $84,400,000 which results in a captured tax capacity of $1,950,000 and tax increment upon completion of approximately $1,920,000. The balance of the page reflects the tax increment that is generated by each Phase. These are uninflated numbers. No inflation is captured in any Phase or in the balance of the TI District. As a practical matter, we will have inflation and most of the remaining 8000 Norman Center Drive. Suite 1000 Minneapolis, Minnesota 55437 -1178 TEL 952.885.5999 Fax 952.885.5969 www.krassmonroe.com parcels in the TI District will, in all likelihood, be included and their inflated value will be captured. The bottom of the page shows the total of the uninflated tax increment for each phase. The JLT land, which is Phase 1, shows potential tax increment in excess of $27,000,000. This Site is approximately 58% of all the tax increment generated in the Northstar District. The other Sites have lesser amounts of increment, with the Train Station,Site, Phase 4, having the least amount at just slightly more than $3,000,000. Some conclusions that may be drawn from this analysis include the following: 1. The JLT Land Site is the dominant site for the generation of tax increment. 2. The JLT Site needs the density that allows this amount of increment to be generated. Our assumptions include retail development of 212,000 square feet, office development of 90,000, 125- rental units and 157 owner occupied units for a total market value on this Site of $81,700,000. 3. In all probability, the JLT Site cannot achieve this type of density without parking improvements. It may be advantageous for the HRA to assist with parking improvements to achieve this type of density. 4. The JLT Site will also be instrumental in providing funds to pay for needed infrastructure in the Northstar TI District and to assist with land acquisition in the Islands of Peace and the West of the Railroad Tracks' Sites. In addition, the Train Station Site will need help with parking improvements in order to reduce the footprint of the parking area which will then allow for more intensive development of this Site. With the exception of the JLT Site, all of the redevelopment options in the Northstar TI District appear to be very costly. Without the appropriate development in the JLT Site, it will be extremely difficult to finance other needed infrastructure improvements and redevelopment. JRC /al Enclosures KM: 4826- 2432 -4867, v. 1 Page 2 Page 1 v Islands of GaO - WeTR Peace Apts A= N o Redev Phase 3 A B c -- 1 JLT Lend I RR , Train Slalon I Tracts Tracks I SJW Land Ccmm'�.] 0 0 I 12igir-5v 1 3,088,256 0 1 8,747,881 I o] 19�1%,.041 I 27,273,874 0 1,477,109 0 25 560 908 __ 4,908,857 15,549,338 1 Monroe. PA 511312009 Transft -nF D7muid 2009a - TIF PlanAs prepred by Kress Mon Page 2 CITY OF FRIDLEY Transit TIF District - TIF Plan ASSUMPTIONS REDEVELOPMENT SUMMARY Development Starts Phase 2 No Redev Phase 3 Phase 1 No Redev Phase 4 No Redev Current Islands of Peace Apts Georgetown Apartments West of RR Tracks JLT Land RR Tracks Train Station Site Land E of RR Tracts Commercial Acres 7.3 31.9 18.3 25.7 20.4 10.1 41.9 155.6 Parcels 1 -14 15-24 25-29 30 1 1 31 -35 38 -38 39-45 J/Sq. Site A B C D E F G TOTAL $ 125 12,000 212,000 4,000 228,000 $ 125 90,000 90,000 $ 100,000 144 132 125 401 Owner Occupied 1 $ 200,000 100 186 157 80 523 Market Value Retail 1,500,000 26,500,000 500,000 28,500,000 Office 11,250,000 11,250,000 Rental 14,400,000 13,200,000 12,50D,000 40,100,000 Owner Occupied 20,000,000 37,200,000 31,400,000 16,000,000 104,600,000 34,400,000 0 51,900,000 81,650,000 0 0 16,500,000 D 184,450,000 Existing - No Change 22,640,400 011 31,895,000 54,535,400 Total Market Value 34,400,000 22,640,400 51,900,000 81,650,000 0-1 011 16,500,000 31,895,000 238,985,400 D Original Market Value 8,621,400 22,640,400 11,079,300 10,850,100 1 0 1,320,900 31,895,000 86,407,100 Increase in Market Value 4.0 4.7 7.5 12.5 New Market Value per acre 4,689,204 2,839,945 3,181,499 1,628,504 Existing Market Value per acre 708,686 0 760,582 Tax Capacity ____ - - - ^ -- Construction — ______ 2012 _______ 2014 _ __ _ __ 2016 _ ______ 2018 New 1 Markef I Full Valuation 2013 2015 2017 2019 Value Taxes Payable t Starts - 1 ^Current _ 2014 Phase 1 _ 2016 _ Phase 2 2018 - 'Phase 3 _ 2020 _ Phase 4 Commercial / Retail , B I I I i C Parcels 25 -29 West of RR Tracks Phase 3 1 11,079,300 11,079,300 11,079,300 1,500,000 1,500,060 D Parcels 301 JLT Site Phase 1 i 10,850,100 37,750,000 37,750 000 37 750,000 37,750,000 E Parcels 31 -35 Railroad Tracks i No Redev 1 0 0 0 0 0 F Parcels 36-38 Transit Station Phase 4 1,320,900 1,320,900 1,320,90D 1,320,900 500,000 G Parcels 39-45 East o RR Tracks -South No Redev 31 895,000 31,895,000 31,895,000 31,895,000 31,895,000 Rental I I I I I A Parcels 1 -14 Island Park Area Phase 2 8,621,400 8,621,400 14,400,000 14,400,000 14,400 000 B Parcels 15-24 Georgetown Apt area i No Redev 1 22,640,400 22,640,400 22,640,400 22,640,400 22,640,400 C Parcels 25-29 racks West of RR Tracks - Phase 3 1 13,200,000 13,200,000 D Parcels 301 JLT Site Phase 1 12,500 000 12,500,000 12,506 000 12,500,000 Owner Occupied I 1 A Parcels 1 -14 Island Park Area Phase 2 20,000 000 20,000 000 20,000 000 C Parcels 25-29 West of RR Tracks I Phase 3 1 37,200,000 37 2001 000 D I Parcels 301 JLT Site I Phase 1 1 31,400,000 31,400,000 31,400,000 31,400,000 F Parcels 36 38 Transit Station Phase 4 16,000,000 Total Market Values 86,407,100 157,207,000 182,985,600 223,806,300 238,985,400 0 0 0 0 0 0 Original Tax Capacity 1,493,679 1,375,156 1,309,9781 1,204,4041 1,179,820 Transit TIF District 2009a - TIF Plan.xis Prepared by Kress Monroe, P.A. 5/1312009 CITY OF FRIDLEY PROPOSED CHRONOLOGY ;REATION OF TAX INCREMENT FINANCING DISTRICT NO. 20 (NORTHSTAR) THUK5DAT, aUrvm 4, 2009 HRA MEETING Overview of Project MONDAY, JUNE 8, 2009 COUNCIL MEETING (1) call for public hearing TUESDAY, JUNE 16, 2009 NOTICE PROVIDED TO COUNTY COMMISSIONER (minimum 30 days prior to publication) THURSDAY, JUNE 25, 2009 NOTICE PROVIDED TO COUNTY RE: ROAD COSTS (minimum 45 days prior to public hearing) THURSDAY, JULY 9, 2009 TIF PLAN PROVIDED TO ANOKA COUNTY (minimum 30 days prior to public hearing) TIF PLAN PROVIDED TO SCHOOL DISTRICT(S) (minimum 30 days prior to public hearing) THURSDAY, JULY 30, 2009 PUBLICATION OF PUBLIC HEARING NOTICE (10 - 30 days prior to public hearing) THURSDAY, AUGUST 6, 2009 HRA MEETING (1) modify Redevelopment Plan (2) modify existing TIF Plans (3) create TIF District No. 20 (4) adopt TIF Plan MONDAY, AUGUST 10, 2009 CITY COUNCIL MEETING - PUBLIC HEARING (1) modify Redevelopment Plan (2) modify existing TIF Plans (3) create TIF District No. 20 (4) adopt TIF Plan KM: 4815 -5667 -5587, V. 1 Fridley HRA Housing Program Summary Cover Page September 3, 2009 HRA Meeting Report Description Loan Application Summary Loan application activity (e.g. mailed out, in process, closed loans) for August and year -to -date. Loan Origination Report Remodeling Advisor Loan originations for August and year - to -date. Shows the number of field appointments scheduled and completed the Remodeling Advisor Services administered by Center for Energy and Environment. H:\—Paul's Documents \HRA\HRA Agenda Items\2009\September 3, 2009\Housing Program CoverSeptember.doc At the time of copying packet, we still hadn't received the August loan numbers from CEE. These will be provided next Thursday. Vokme FRIDLEY HOUSING & REDEVELOPMENT AUTHORITY September 3, 2009 1 0 Co- �-Q a0 0=6 P 00:1 r3 1. Anoka County HRA I had an opportunity to speak with Karen Skepper about this issue just this past week. They are still waiting on the outstate attorney's opinion. Karen did assure me that they have developed their budget for 2010 to NOT include levying in those cities operating their own HRA's. She promised to keep me updated and provide a copy of the opinion once they have it. 2. Northstar Update Construction Construction is moving along rapidly. The upright steel for the 2 head houses and the platform are in place. It is starting to look like a rail station! 3. Fridley Home Improvement Demonstration Program You may have read about or had a chance to catch a news snippet on the City of Coon Rapids "Homes for Generations" program (Star Tribune article attached). In summary, Coon Rapids selected a contractor and a broker through 2 separate RFP processes. The City then purchased a foreclosed 800 square foot Thompson rambler, commonly found in Coon Rapids and developed a budget to upgrade the home to suit the needs of today's families. Coon Rapids then held a pre - construction open house intended for the neighborhood, but attended by more than 200 people. Open houses were then held as the project progressed, followed by a weekend long open house upon completion. A total of 2,500 people went through the open houses. The open houses were used to demonstrate how inexpensive certain home improvements can be if homeowners are savvy enough to visit the reuse center and liquidators to obtain materials. Coon Rapids intends to only do a few model homes while the market conditions are right for this. They also want the homes to be geographically spread out over the City and have a variety in style. After doing the 800 sq. ft. Thompson rambler, they are now seeking to do a larger rambler and/or a split level and/or a 1.5 story home. The purpose of the program is to encourage others to purchase and rehab foreclosures, encourage neighboring properties to upgrade their homes, and encourage those who are trapped in their current homes (because they are upside down on their mortgages) to make inexpensive upgrades to their home to keep them updated for generations to come. After having some lengthy conversations with Kristin DeGrande, former CEE loan officer and current Coon Rapids staff person heading up the program, I think it would be a great project to take on in Fridley. It would not only remove a property or two (or more) from the foreclosure list, but would really showcase what can be done with the housing stock in Fridley, encourage reinvestment, and promote our home improvement program. Unless instructed otherwise, I plan to bring the idea forward as an action item at the HRA's October 5th meeting. If there are any items you would like covered in upcoming issues of the Non - Agenda Update please send me an e-mail. bolinp @ci.fridley.mn.us 11 0 wa a d 4. o tx+ o qO- as ; s oc sNw Tft CA ,y v N •d °Li ¢''Z°i a' j l7 �p •� N MAI t'a C � � � b � R bD ,_g t'd� � � •tai Cp � 03 •.N. w id U O 00 g o a ,�u••a�i�� a� a� d��° a� a•�° o oS: U ru c . °��.oQ�a w�° .4 Ir ° as t, 2.1 TO Itci o°'enc�p,ci,a d 0 4 '.r d N r q o A Oo.UN •d ad A 9 w b y O 44 ; W Bo oa'Ndo� td{nN 14 o t,b- ki P4 04 .� .� Y 5 0 w �.�� o o p.�. a '6� U o CD P4 4a'Cd P. Mi 914 Homes for Generations HOME / Search Residents Business Visitors Home for Generations The City of Coon Rapids kicked off its Home for Generations program early in 2009. This program demonstrates to residents how to remodel older style homes to meet the needs of today's families all within a modest budget. Page 1 of 2 How Do I... Departments "One of our housing goals is to promote reinvestment in our existing neighborhoods," said city manager Matt Fulton. The city will do this by purchasing vacant, bank -owned properties and work with a contractor to determine what work should be completed. Re -using materials and shopping at liquidators and re -use centers will be methods encouraged to residents for their own projects and will help to keep the cost of this project reasonable. Each of the homes selected in the Home for Generations program will be open to the public for a Pre -Open House before construction begins and an Open House midway through the construction process. Once the construction has been completed, there will be several Open Houses scheduled to showcase the finished home to existing homeowners to demonstrate what they can do to invest in their own homes, and also to new homebuyers attracting them to buy in Coon Rapids. http: / /www.ci. coon - rapids. mn. us /housing/homeforgenerations.htm Community strength... for generations . View "Radiant Remodel" CTN Cable Show 11610 Juniper St Media Coverage • Open House for Juniper • Open House Kicks Off Remodeling Project - Star Tribune - Feb. 09 . Coon Rapids Foreclosure Remodeling Project Kicks Off - Fox 9 News - Feb. 09 . Remodeling Work Has Started - ABC Newspapers - Feb. 09 • Home for Generations Project - Jan. 09 • Home for Generations Housing Initiative - Dec. 09 11219 Bittersweet St. Media Coverage . Second Home Purchased for Housing Project - ABC Newspapers - Feb. 09 Remodeling Planbooks (.pdf) • Split Visions • Cape Cods and Ramblers 8/26/2009 Homes for Generations 11610 Juniper Street NW. 11219 Bittersweet Street NW For more information, call the Neighborhood Reinvestment Division at 763 - 767 -6517. Staff Directory • Kristin DeGrande, Neighborhood Coordinator 763 - 767 -6517 or E -mail • Michelle Posch, Housing Inspector 763 - 767 -6575 or E -mail • Leya Drabczak, Housing Inspector 763 - 767 -6420 or E -mail • Adam Mitlyng, Code Enforcement Tech 763 - 767 -6596 or E -mail • Code Enforcement - 763- 767 -6470 • Weed Complaints - 763 - 951 -7200 Page 2 of 2 © 2009 City of Coon Rapids, Official Website of the City of Coon Rapids, Minnesota Contact Us Due to the possibility of unauthorized modification of electronic data, errors in transmission, HTML browser incompatibilities, and other aspects of electronic communication that are beyond our control, information contained in the City of Coon Rapids Web Site should not be considered suitable for legal purposes. Information may have been updated since the last modification of this site. Contact the City of Coon Rapids at 763- 755 -2880 to verify accuracy. Template: Six Shooter Media. http: / /www.ci. coon - rapids. mn. us /housing/homeforgenerations.htm 8/26/2009 ABC Newspapers - Home for Generations housing initiative in Coon Rapids Page 1 of 2 Search site SEARCH Laing for a good `read? 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Home for Generations housing initiative in Coon Rapids L9 Tuesday, 30 December 2008 by Peter Bodley Managing editor A Home for Generations program the city of Coon Rapids plans to launch early in 2009 will target older single - family homes in the city. Through the program, which was initiated by the Coon Rapids City Council, the Coon Rapids Housing and Redevelopment Authority (HRA), which comprises the seven members of the council, will acquire older homes that are either distressed or in foreclosure, remodel them and then sell them after showcasing them to the community. Action on the fast two homes that areproposed to be purchased will be considered by the HRA at its first meeting of the year Monday (Jan. g). According to MarcNevinsld, city community development director, once under BRA ownership, the homes will be remodeledto contemporary standards and before being sold, they will showcased, via open houses, to demonstrate how 2950s and 196os em homes can be updated to meet the needs of modern families. "Homes that are facing or have fallen into foreclosure are ideal candidates for the program as rehabilitation of such homes will stabilize neighborhoods and allow for a larger project budget; he said. Candidate homes must be structurally sound and able to be remodeled in such a waythat value is added to the property, Nevinsld said. For example, very small or slab-on- grade homes may not be good candidates, hesaid. The remodeled homes, which will typicellybe of the Cape Cod and rambler varieties, win be sold by the HRA to willing buyers. Cape Cod and rambler homes remodeling plan hooks, which were funded by Coon Rapids and other metro area cities, will be the basis for each remodeling plan, Nevinski said. The cityis partnering with the private sector to operate the program. Working with the North Metro Realtors Association, the citysent out requests for proposals to area real estate brokers and from 3o proposals sent back, city staff selected Michael Hunstad of the Coon Rapids office of Counselor Realty. Check out www.lennoxbuilders.com to watch the progress! "Hebringswith him a communrty-basedperspective anda variety of marketing ideas andtools," Nevinski said. In addition, from 12 proposals received from contractors interested in performing the rehabilitation work on the homes selected for the program, Lennox Builders from Mounds View was chosen. According to Nevinski, Lennox Builders has been family owned for three generations, has extensive experience remodeling older -style homes, places strong emphasis on budget management, brings to the project many creative ideas and enthusiasmfor remodeling older homes and transforming them to meet the needs of modern families. 1 i. onle Search http : / /abenewspapers.com/index.php? option =com_ content &task = view &id =5411 &Itemid =... 8/26/2009 ABC Newspapers - Home for Generations housing initiative in Coon Rapids Newsstand locations Subscribe Staff Contacts Staff contacts FAQs Q &A's Advertising Rates Submit Announcement Links Community links Hometown Source Nowthen Threshing Show Accurate Home Care visits local diems Blaine bike trails ceremony Aug. 17 IWho's Online We have 27 guests online The firm will be involved in the selection of properties, development of project budgets and the actual remodeling of the property, Nevinski said. Hunstad, as the real estate broker, will also have a role in the selection of the homes to be purchased and the project budget as well as setting a final sales price and marketing the remodeled home to potential buyers, he said. HRA funds will he used to purchase the homes. According to Nevinski, the city has made a verbal offer to purchase the property at n610 Juniper SL N.W. for $92,5oo as the fist home in the program. The city is also working with the reatorfor property at net logth Ave. N.W. to purchase that home as well, Nevinski said. "We are not interested in making a profit on the sale, merely to break even," he said. And that should enable the HRA offer the rehabilitated home for sale at a lower price than would be found on the regular market, Nevinsld said. Wavle the city is looking to purchase property for the Homes for Generation program citywide, it is concentrating on the area designated by the council last summer as the first where the city's new neighborhood revitalization program would be concentrated - generally east of Foley Boulevard, north of Highway in and south of Northdale Boulevard, according to Nevinsld. "We are looking for homes that have good potential to be remodeled /rehabilitated: Nevinski said. "We don't want to flip houses." And while existing HRA dollars are being used to finance the program initially, the Ceon Rapids Mortgage Assistance Foundation (CRMAF) has indicated a potential interest in becoming involved in the future. The foundation carrent"ruls four programs designed to improve existing housing stock in Coon Rapids. No timeline has been established on how long the program will run, Nevinsld said. But it is anticipated that itwill be ongoing at least until the housing market revives, he said. Peter Bodleyis at peter.bodleyeecm- inc.com Q < Prev Nest > If you saw signs of a market immaround, how likely wouldyou be to putyour home onthe market? Verylikely likely Somewhat likely Not at aB Vote Resuits ABC Newspapers 1 4101 Coon Rapids Blvd., Coon Rapids, MN55433 I Telephone 763 -421 -4444 I Fax 763 -421.-43151 Copyright ECM Publishers, Inc. Page 2 of 2 http : / /abcnewspapers.com/index.php ?option =coin content &task = view &id = 5411 &Itemid =... 8/26/2009 ABC Newspapers - Home for Generations project Hoare Anoka county Union Community Obituaries Then & Now Announcements Events Calendar Looking Back Religion Submit Smry Idea search Ste local Gas Prices Opinion Editorials Letters columnists Blogs Writer's Block Page 1 of 2 Search site SEARCH Lo$ ",jng fora good read? Blaine -Spring Lake Park Life Conn Rapids Herald sports classifieds REMENIBEEt toothera A G A I Free }dryly' ljsi7ie. Home Search Home for Generations project is E-5 Wednesday, 14 Janaary2009 by Peter Bodley Managing editor Coon Rapids' Home for Generations Program, through which older single - family horses in the city IN be purchased, remodeled, showcased and sold, has been launched. The Coon Rapids Housing and Redevelopment Authority (HEA), which comprises the seven members of the Coon Rapids (Sty council, has approved the purchase of a vacant, foreciosed rambler at u610 Juniper SL N.W., to kick off the program But while the HRA approved the acquisition of one home, it declined to purchase another property at 11u 109th Ave. N.W. The purchase price on the Juniper Street home is $92.500 and closing is expected to take place before the end of January. jFgi��ilriS'3 "c Entertainment _ According Me city development and befoorrebbeing sold, they will be showtased, Entertainment News contemporary modeled to, homes willbeeemmdem nscontemporary b demonstrate how 1950s and 196os era homes can be updated ro meet the needs Puzzle Block Solutions via open houses, to of modern families. Coffee Break Corner Lennox Builders, MoundsView. was scieci aiby staff to do the remodeling workfrom 12 Proposals Movie Reviews Play sudoku received back from contractors. Daily crossword The floor plan submitted by Lennox proposes opening up the homeby moving some interior wafts Kristin DeGrande, Coon Rapids and building an addition to the back of the house, said Multimedia neighborhood coordinator. The current size of the 195os rambler, located north of Northdale Boulevard and west of Foley Podcasts Boulevard, is 810 squire feet, she said. Photo Galleries The remodeling and new construction will increase the square footage to just over 1,000, DeGrande Photo Reprints said. Dimnsions Videos - the goal is to modernize these older homes to make them attractive to homebiryers in today's Videos Archive market," she said. Remodeling work will start as soon as closing takes place on the Property with completion by the Anoka Shopper end of April, ecmrding t0 DeGrande. Then the remodeled home will be showcased by the city for a couple of months through a series of Senior Lifestyles Tab houses, some on weekday evenings and others on weekends, DeGrande said. Inside Business open 'The idea is show people what can be done to modernize older homes in the community and for Classifieds people to use as a tool and resource," she said. The sale of the home will take place once the showcasing of the remodeled home is over, DeGrande Quick Post Ads said. View Classified Ads Order ClawifieclAds °rhis is a demonstration project," she said. Top Ads The HRA is not out to make a profit on the sale, but rather to break even and sell the home at an affordable price once the remodeling oasts have been figured in, she said. Public Notices In deeding to purchase the Juniper Street property for the first Home for Generations project, the in in which itwas located. HRA fiked the fact that the home was veryvisible the neighborhood View Public Notices "This is a good neighborhood and good site for the first project," said Councilmember Scott Schulte. Smart Money That wasn't true of the 1o9thAvnue home, located east of Highway 10 and south of 111th Avenue, being "tucked away" in its neighborhood and prompted the HRA ro view Coupon Offers V which DeGrande described as decline purchase coupled with the fact that while the home is in foreclosure, the bank has verbally agreed to a sale price of $92,500 on the open market. Subscribe 14Llllti6' t e. a r --h http : / /abenewspapers.com/index.php ?option =com_ content &task= view &id = 5610 &Itemid =... 8/26/2009 ABC Newspapers - Home for Generations project Newsstand Locations Subscribe Staff Contacts Staff Contacts FAQs Q & A's Advertising Rates Submit Announcement Links Community Links Hometown Source Nowthen Threshing Show X1f Accurate ome Care visits local clients Blaine bike trails ceremony Aug. 17 IWho's Online We have 30 guests online 'his is in one of the more remote back areas of the city,' said MayorTim Howe. Coundlmember Paul Johnson said it was important that the Home for Generations program target homes in high visibility areas and not those where there is the possibility of a sale on the open market Exposure is very important, but we should not be focusing on one neighborhood," he said. "I would like to see different neighborhoods involved for balance as there are troubled properties all over the city" A foreclosed property that staff is currently considering as a possible Homes for Generation purchase is on Yukon Street off (bon Rapids Boulevard. But DeGrande said that home, too, might be sold on the open market before the HRA is readyto move on a purchase agreement DeGrande and Matt Brown, city community specialist, have been jotting down potential Home for Generations properties as they travel the city as well as tapping into the resources of the Coon Rapids City Assessors Office and the MLS listings of properties for sale, according to DeGrande In addition, real estate agents aware of the program have also been in contact with her about potential properties, DeGmnde said. Besides ramblers, the Home for Generations program will also be looking to purchase Cape Cod story- and -a -half homes and possibly in the future, split level homes, which were built in the ig7os and igBos, according to MarcNevinsld, city community development director. "Homes that are facing or have fallen into foreclosure are ideal candidates for the program as rehabilitation of such homes will stabilize neighborhoods and allow for a larger project budget," Nevinsld said. Candidate homes must be structurally sound andbe remodeled in such a waythat value is added to the property, he said. Cape Cod and rambler homes remodeling plan books, which were fundedby Coon Rapids and other metro area cities some years ego, will be used as the basis for each remodeling plan, Nevinski said. Besides retaining Lennox Builders for the remodeling work, the city, woddng with the North Metro Realtors Association, sent out requests for proposals to area real estate brokers and from 30 proposals returned, staff selected Michael Hunstad of the Coon Rapids office of Counselor Realty to market the remodeled homes. Hunstad will also have a role in the selection ofthe homes to be purchased and the project budget as well as setting a final sales price and marketing the remodeled home to potential buyers, according to Nevinski. Existing HRA funds are being used to purchase the homes. No timeline has been set on how long the program will run, Nevinsld said. But it is anticipated that it will be ongoing at least until the housing market revives, he said. Peter Bodley is at peter.bodley@ecm -inccom Page 2 of 2 < Prev Next > If you saw signs all market turnaround, how likely wouldyou be to putyour home onthe market? Verylikely Likely Somewhat likely Not at all ( Vote Results ABC Newspapers 14102 Coon Rapids Blvd., Coon Rapids, MN 55433 I Telephope 763 -421 -44441 Fax 763-421-4315 I Copyright ECM Publishers, Inc. w http:// abcnewspapers .comlindex.php ?option7-com content &task = view &id = 5610 &Itemid =... 8/26/2009