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HRA 02/01/2018 February 1, 2018 HRA Meeting Regular Meeting Agenda 7:00 p.m. Call to order Roll call. Action Items 1.Approval of Expenditures 2.Approval of January 4, 2018 Meeting Minutes 3.Approval of Development Agreement – Locke Park Pointe Informational Items 1.Housing Program Update Adjournment CITY OF FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY COMMISSION January 4, 2018 Chairperson Pro Tem Eggert called the Housing and Redevelopment Authority Meeting to order at 7:00 p.m. MEMBERS PRESENT: William Holm Stephen Eggert Kyle Mulrooney Gordon Backlund MEMBERS ABSENT: Pat Gabel OTHERS PRESENT: Paul Bolin, HRA Assistant Executive Director Wally Wysopal, City Manager Action Items: 1.Approval of Expenditures MOTION by Commissioner Holm to approve the expenditures. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY 2.Approval of December 7, 2017 Meeting Minutes MOTION by Commissioner Holm to approve the minutes as presented. Seconded by Commissioner Mulrooney. Commissioner Backlund asked to correct the adjourn motion as it was made by Commissioner Mulrooney, not Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MINUTES APPROVED AS AMENDED Approval of Resolution Designating Official Depositories 3. Paul Bolin, HRA Assistant Executive Director, stated that the City and HRA annually designate an official bank. Wells Fargo has been the official bank for the both the City and HRA for a number of years. They have been responsive, easy to work with and flexible with investment management. Staff recommends approval of the resolution designating Wells Fargo as the official depository for the Authority. HousingandRedevelopmentAuthorityMeetingofJanuary4,20182 MOTION by Commissioner Backlund to approve the resolution designating Wells Fargo as the official depositories.Seconded by Commissioner Holm. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY 4.Approval of Resolution Designating Official Newspaper Paul Bolin, HRA Assistant Executive Director, stated that the Fridley Sun Focus News and the Minneapolis Star Tribune have been the official newspapers for a number of years. Both are available locally and meet the requirements found in MN Statutes. Staff recommends approval of the resolution designating these official newspapers. MOTION by Commissioner Holm to approve the resolution designating Fridley Sun Focus News and Minneapolis Star Tribune as the official newspaper. Seconded by Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY nd 5.Public Hearing & Approval of Sale – 5875 2 Street NE MOTION by Commissioner Mulrooney to open the public hearing. Seconded by Commissioner Holm. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED AND THE PUBLIC HEARING OPENED AT 7:05 PM Paul Bolin, HRA Assistant Executive Director, stated that Tollberg Homes has submitted a lot nd reservation agreement to build a new home on the lot located at 5875 2 Street. The three-level split design will have approximately 2,500 sq. ft. of living area. The home will have three finished bedrooms and two bathrooms on the upper level, with room for two additional bedrooms and one bathroom on the lower level. Mr. Bolin noted that the exterior of the home will be a mix of stone, shakes and siding. The home will be identical to one that Tollberg built on Ironton Street in 2015. Staff recommends approval of the resolution authorizing the sale of the lot to Tollberg Homes, as the proposed home meets the criteria of the Authority’s Housing Replacement Program. Commissioner Backlund asked what the process was to transfer the lot to the builder. Mr. Bolin replied that the builder can come in, reserve the lot and put $1,000 down. Then the public hearing would be published to authorize the sale. There is a 30-page redevelopment- purchase agreement that will be used, and closing will happen sometime in this next month. The property is transferred to the builder to secure financing to build the home. There are provisions in the agreement if they don’t start building or complete the project within a certain time frame the Authority could take the property back. HousingandRedevelopmentAuthorityMeetingofJanuary4,20183 Commissioner Backlund asked if the Authority would get reimbursed for the funds spent to get the property ready for development. Mr. Bolin replied that special legislation allows the HRA to purchase properties, tear the buildings down and collect tax increment for 15 years after the new building is on the property to recover a good portion of those costs. Chairperson Pro Tem Eggert asked what the sale price was. Mr. Bolin answered $36,000 for the lot. Chairperson Pro Tem Eggert asked if there were any lots left for the Authority to sell. Mr. Bolin said there is only one lot left in the Riverview Heights area in the flood fringe zone. This lot will be difficult to build on and will take some creative architects to come up with a design. MOTION by Commissioner Holm to close the public hearing. Seconded by Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARREID AND THE PUBLIC HEARING CLOSED AT 7:12 PM nd MOTION Street NE to Tollberg Homes. by Commissioner Holm to approve the sale of 5875 2 Seconded by Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY 6.Approval of Phase 1 Builder – Locke Park Pointe Paul Bolin, HRA Assistant Executive Director, stated that the Authority issued RFP’s for the nd first phase of the Locke Park Pointe project on November 22. A total of 13 different groups th requested copies of the RFP. On December 15, three different groups submitted responses for this phase of the project. HRA and City Staff reviewed all three responses and unanimously agreed that the proposal submitted by the Pulte Group was the best. Mr. Bolin said that Pulte Homes has been reviewing and working with the site for more than six months and had planned to partner with Landform/Flaherty & Collins. Their proposed site plan incorporates the street and trail design, as well as park features that the neighborhood to the south wanted. Darren Lazan and Landform are continuing to work with Pulte on design and engineering work for the site. Pulte has proposed up to 25 homes ranging in size from 1,600 sq. ft. up to 1,950 sq. ft. and having up to 3 bathrooms and 4 bedrooms. Anticipated sale prices range from the low $300k’s up to mid $400k’s. Pulte is ready to start construction this spring. HousingandRedevelopmentAuthorityMeetingofJanuary4,20184 Mr. Bolin said that staff recommends the Authority approve a motion authorizing staff to negotiate a redevelopment agreement with Pulte Homes for the first phase (patio homes) of the Locke Park Pointe project. Commissioner Holm asked if Pulte Homes was comfortable with the price points for this site and prices of the homes. Mr. Bolin answered yes; original thoughts were to start at $240,000-250,000 but these homes will be a minimum of $300,000 up to 450,000. Commissioner Holm asked if the price points were similar to other bidders. Mr. Bolin replied that the other respondents weren’t comparable. Commissioner Backlund asked if the design shown could adjust the lot size based on what buyers would like to build. Mr. Bolin replied that the layout of the development with the proposed lot configuration and the street pattern is somewhat certain. This is a well thought out concept. Once Rice Creek Watershed District reviews what may be needed for additional storm ponding there may be a potential for the number of lots to change. The proposed layout addresses concerns the neighbors had and takes into account the things that the county park board had concerns with. He doesn’t anticipate a drastic change to this layout. Commissioner Backlund asked why storm water areas were needed when they are building ponding areas for the city offices. Mr. Bolin replied that there are rules that require management of storm water on each site. Based on the density of the area the city hall ponding area isn’t large enough to take in the water from the homes developed south of the parkway. Chairperson Pro Tem Eggert asked if the land was platted for sale. Mr. Bolin replied yes, once the business terms are developed it will go through another plat to create individual lots and separate out city well areas. Chairperson Pro Tem Eggert asked when construction would start. Mr. Bolin replied that homes will built this fall. Pulte would like to start the earth work as quickly as possible. Commissioner Backlund asked if some homes will have basements and if a spec home would be built on site. Mr. Bolin replied that Pulte will work with potential buyers and if they want a basement, they would likely be able to build a basement. This is something the Authority won’t be involved HousingandRedevelopmentAuthorityMeetingofJanuary4,20185 with and Pulte will negotiate with buyers. If a spec home is built, it will probably not have a basement. Commissioner Mulrooney asked if phase two would be working with Pulte Homes so there is a consistency feel for both phases. Mr. Bolin replied that Pulte would like to be part of the second phase construction. MOTION by Commissioner Holm to approve Pulte Homes as the Phase 1 Builder – Locke Park Pointe. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY Informational Items: 1.Housing Program Update Paul Bolin, HRA Assistant Executive Director, noted that Fridley issued the second highest number of loans this year and CEE is looking at offering a few new programs for 2018. One is providing up to $20,000 for energy improvements and the customer would pay through their utility bill rather than send to the community reinvestment fund. It will be toward the end of 2018 before that program is ready to be offered. For December one loan was closed, one Remodel Advisor Visit was held and there were 12 Home Energy Squad visits. th Mr. Bolin noted that the Home and Garden show is coming up, January 27 from 9-3 at the Schwan Event Center. There is an Ugliest Room Contest with $1000 in gift cards for the winner. Information can be found on the website. Adjournment: MOTION by Commissioner Mulrooney to adjourn. Seconded by Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM DECLARED THE MOTION CARRIED UNANIMOUSLY AND THE MEETING ADJOURNED AT 7:43 P.M. Respectfully submitted, Krista Peterson Recording Secretary ACTION ITEM HRA MEETING OF FEBRUARY 1, 2018 DATE: January 25, 2018 TO: Wally Wysopal, Executive Director of HRA FROM: Paul Bolin, Assistant HRA Director SUBJECT: Approval of Redevelopment Agreement Background: After reviewing responses to their Request for Proposals, the Authority selected the Pulte Group to develop patio homes in the first phase of the Locke Park Pointe development. Pulte proposed 25 homes ranging in size from 1,600 sq. ft. up to 1,950 sq. ft. and having up to 3 bathrooms or 4 bedrooms. Anticipated sales prices range from the low $300k’s up to the mid $400k’s. Pulte is ready to start construction as soon as possible. Attached are a resolution and a copy of the agreement. Recommendation: Staff recommends that the Authority adopt the resolution, approving the redevelopment agreement with Pulte Homes for the first phase (patio homes) of the Locke Park Pointe project. TO: The Fridley Housing and Redevelopment Authority ATTN: Paul Bolin, Assistant Executive Director Wally Wysopal, Executive Director FROM: Jim Casserly, Vickie Loher-Johnson SUBJECT: Contract for Private Redevelopment between the HRA and Pulte Homes of Minnesota LLC FILE NO.: 9571-89 DATE: January 26, 2018 Attached is the Contract for Private Redevelopment (the “Contract”) between the Fridley HRA and Pulte Homes of Minnesota LLC (the “Redeveloper”). The Contact follows the same format that the HRA traditionally uses in its redevelopment projects. It is a purchase agreement because the HRA is selling its property to the Redeveloper; and it is also a redevelopment contract because the Redeveloper is agreeing to install public improvements and construct a Model Home. Significant provisions of the Contract include the following: 1. The Purchase Price is $25,000 for each platted residential lot. (see Section 1.1, Definitions) 2. The HRA provides a title commitment. (see Section 3.1) 3. The closing is to occur on the latter of May 15, 2018 or five (5) days after preliminary plat approval but no later than August 1, 2018. The Purchase Price is to be paid at the closing. (see Section 3.1(d)) 4. The Redeveloper agrees to construct the Public Improvements described in Schedule D in accordance with the City specifications. (see Section 4.1) 5. The Redeveloper will use commercially reasonable efforts to cause the initial sales prices of the homes to average no less than $300,000 per home. (see Section 4.2(b)). 6. In the event that the Redeveloper does not complete the Public Improvements or complete the Model Home, HRA has a right of reverter and can recover the property. (see Section 7.7) January 26, 2018 Page 2 7. Since the project is in a tax increment district, the HRA requires that there be a prohibition against the property becoming tax exempt. This is contained on Schedule F, and the Declaration will be recorded at Closing. 8. The Minimum Improvements, that is the approximately 25 homes, are described and generally depicted on Schedule G. The Redeveloper is providing a number of public improvements and wishes to buildout the project as rapidly as possible. If the project proceeds as proposed, then the HRA will have accomplished its goal of providing some much needed single family housing. We think this is a balanced and equitable Agreement and we recommend adoption by the Authority. JRC/cb 4844-3857-8779, v. 1 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY COUNTY OF ANOKA STATE OF MINNESOTA HRA RESOLUTION NO. _______ A RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF A CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA AND PULTE HOMES OF MINNESOTA LLC 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 enter into a Contract for Private Redevelopment (the "Contract") with Pulte Homes of Minnesota LLC (the "Redeveloper"). Section 2. Findings. 2.01 The Authority hereby finds that it has approved and adopted a development program known as the Redevelopment Plan for its Redevelopment Project No. 1 (the "Redevelopment Program") pursuant to Minnesota Statutes, Section 469.001 et seq., as amended and supplemented from time to time. 2.02 The Authority hereby finds that it has approved and adopted Tax Increment Financing District No. 23 (“TIF District No. 23”) and the Authority has approved and adopted the Tax Increment Financing Plan related thereto pursuant to Minnesota Statutes, Sections 469 through 469.1799, inclusive, as amended and supplemented from time to time and the Authority further finds that TIF District No. 23 was certified by the Anoka County Auditor. 2.03 The Authority hereby finds that the Contract promotes the objectives set forth in its Redevelopment Program. Section 3. Authorization for Execution and Delivery. 3.01 The Chairperson and the Executive Director of the Authority (the “Officers”) are hereby authorized to execute and deliver the Contract when the following condition is met: _______ HRA Resolution No. Page 2 (a) Substantial conformity of the Contract to the form of Contract presented to the Authority as of this date, with such additions and modifications as the Officers may deem desirable or necessary as evidenced by their execution of the Contract. PASSED AND ADOPTED BY THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS _____ DAY OF FEBRUARY, 2018. ________________________, Chairperson ATTEST: Walter T. Wysopal, Executive Director 4851-9322-3259, v. 1 EXECUTION: February 1, 2018 CONTRACT FOR PRIVATE REDEVELOPMENT by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA and PULTE HOMES OF MINNESOTA LLC This document was drafted by: MONROE MOXNESS BERG PA 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions .........................................................................................................2 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.1 Representations, Warranties and Covenants by the Authority ..........................4 Section 2.2 Representations, Warranties and Covenants by the Redeveloper ......................5 ARTICLE III CONVEYANCE OF THE REDEVELOPMENT PROPERTY; UNDERTAKINGS OF AUTHORITY AND REDEVELOPER Section 3.1 Conveyance of the Redevelopment Property .....................................................7 Section 3.2 Intentionally Omitted .........................................................................................9 Section 3.3 Conditions Precedent to Conveyance ..............................................................10 Section 3.4 Documents at Closing ......................................................................................11 ARTICLE IV CONSTRUCTION OF PUBLIC IMPROVEMENTS AND MINIMUM IMPROVEMENTS Section 4.1 Public Improvements .......................................................................................12 Section 4.2 Construction of Minimum Improvements .......................................................12 Section 4.3 Preliminary Plans and Construction Plans .......................................................13 Section 4.4 Certificate of Completion ................................................................................14 ARTICLE V INSURANCE Section 5.1 Redeveloper Insurance .....................................................................................14 Section 5.2 Subcontractor Insurance ..................................................................................15 i ARTICLE VI PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 6.1. Representation as to Redevelopment ...............................................................15 Section 6.2. Prohibition Against Transfer of Redevelopment Property and Assignment of Agreement .......................................................................16 Section 6.3. Release and Indemnification Covenants ..........................................................17 ARTICLE VII EVENTS OF DEFAULT Section 7.1 Events of Default Defined ...............................................................................18 Section 7.2 Remedies on Default ........................................................................................19 Section 7.3 No Remedy Exclusive ......................................................................................20 Section 7.4 No Implied Waiver ..........................................................................................20 Section 7.5 Agreement to Pay Attorney’s Fees and Expenses ...........................................20 Section 7.6 Revesting Title in Authority Upon Happening of Event Subsequent to Conveyance to Redeveloper .......................................20 Section 7.7 Resale of Reacquired Redevelopment Property; Disposition of Proceeds ......21 Section 7.8 Subordination ...................................................................................................21 ARTICLE VIII ADDITIONAL PROVISIONS Section 8.1 Conflict of Interest ...........................................................................................23 Section 8.2 Restrictions on Use ..........................................................................................23 Section 8.3 Provisions Not Merged With Deed ..................................................................23 Section 8.4 Notices and Demands ......................................................................................23 Section 8.5 Counterparts .....................................................................................................23 Section 8.6 Law Governing ................................................................................................23 Section 8.7 Termination ......................................................................................................24 Section 8.8 Provisions Surviving Termination ...................................................................24 SIGNATUREPAGES ...................................................................................................................25 SCHEDULE A Description of Redevelopment Property .......................................................27 SCHEDULE B Form of Redevelopment Property Deed .......................................................28 SCHEDULE C Form of Certificate of Completion and Release of Forfeiture ......................30 SCHEDULE D Public Improvements ....................................................................................32 SCHEDULE E Existing Environmental Reports ...................................................................33 ii SCHEDULE F Declaration of Restrictive Covenants and Prohibition Against Tax Exemption ..........................................................34 SCHEDULE G Minimum Improvements ….……………………………….……………. 39 iii CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT is made as of the 1st day of February, 2018 by and between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the “Authority”), a political subdivision of the State of Minnesota, and Pulte Homes of Minnesota LLC, a Minnesota limited liability company (the “Redeveloper”), WITNESSETH: WHEREAS, the Board of Commissioners (the “Board”) of the Authority has determined that there is a need for development and redevelopment within the corporate limits of the City of Fridley, Minnesota (the “City”) to provide employment opportunities, to provide adequate housing in the City, including low and moderate income housing and housing for the elderly, to improve the tax base and to improve the general economy of the City and the State of Minnesota; WHEREAS, in furtherance of these objectives the Authority has established, pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the “Act”), the Redevelopment Plan (the “Redevelopment Plan”) for its Redevelopment Project No. 1 (the “Project Area”) in the City to encourage and provide maximum opportunity for private development and redevelopment of certain property in the City which is not now in its highest and best use; WHEREAS, in furtherance of these objectives and in connection with the Project Area the Authority has also established Tax Increment Financing District No. 23 (the “Tax Increment District”) pursuant to Minnesota Statutes, Section 469.174 et seq., as amended (the “Tax Increment Act”); WHEREAS, the Project contemplated by this Agreement promotes the following objectives of the Redevelopment Plan: 1. Promote and secure the prompt redevelopment of certain property in the Project Area, which property is not now in its highest and best use, in a manner consistent with the City’s Comprehensive Plan and with a minimum adverse impact on the environment, and thereby promote and secure the redevelopment of other land in the City; 2. 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; 3. Create a desirable and unique character within the Project Area through quality land use alternatives and design quality in new or remodeled buildings; 4. Stimulate private activity and investment to stabilize and balance the City’s housing supply; and 5. 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 the City in creating the Project Area and adopting the Redevelopment Plan, the Authority is prepared to provide assistance in accordance with this Agreement; and WHEREAS, the Authority believes that the development and redevelopment of the Project Area 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 accordance 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: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: “Act” means Minnesota Statutes, Sections 469.001 to 469.047. “Agreement” means this Agreement, as the same may be from time to time modified, amended or supplemented. “Authority” means the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, its successors or its assigns. “Board” means the Board of Commissioners of the Authority. “Certificate of Completion” means a certification in the form of the certificate contained in Schedule C attached hereto and provided to the Redeveloper pursuant to Section 4.4. “City” means the City of Fridley, Minnesota, its successors or its assigns. “Closing” or “Closing Date” means the date on which the Redevelopment Property is conveyed by the Authority to the Redeveloper pursuant to Article III. “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 plans (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building inspector or building official of the City; (b) shall include at least the 2 following for each building: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) elevations (all sides); (5) landscape plan; (6) cross sections (length and width); and (7) such other plans or supplements to the foregoing plans as the Authority may reasonably request; and (c) shall be consistent with the Preliminary Plans approved by the Authority. “Council” means the Council of the City. “County” means the County of Anoka, Minnesota, its successors or assigns. “Declaration of Restrictive Covenants and Prohibition Against Tax Exemption” means those restrictive covenants substantially in the form of Schedule F. “Event of Default” means an event of default as defined in Section 7.1. “Existing Environmental Reports” means those environmental reports related to the Redevelopment Property, which reports are listed in Schedule E attached hereto. “Minimum Improvements” means approximately twenty five (25) single-family, owner- occupied homes to be constructed by the Redeveloper on the Redevelopment Property and as described on Schedule G. “Minnesota Environmental Rights Act” means Minnesota Statutes, Section 116B.01 et seq., as amended. “Project” means the Redevelopment Property, the Public Improvements and the Minimum Improvements. “Project Area” means Redevelopment Project No. 1 established by the Authority. “Public Improvements” means the public improvements to be performed or constructed by the Redeveloper on or adjacent to the Redevelopment Property and described in Schedule D. “Purchase Price” means $25,000.00 for each platted residential lot. “Preliminary Plans” means typical floor plans and sketches of the proposed exterior and interior of the proposed Minimum Improvements, which illustrate the size and character of the proposed single-family, owner-occupied homes to be constructed on the Redevelopment Property, which plans shall include the building elevations and site plans for such homes, and which plans shall be consistent with Schedule G and Section 4.2(b) of this Agreement. “Redeveloper” means Pulte Homes of Minnesota LLC, a Minnesota limited liability company, and its permitted successors and assigns. “Redevelopment Plan” means the Redevelopment Plan adopted by the Authority for its Redevelopment Project No. 1, as amended. 3 “Redevelopment Property” means the real property described in Schedule A attached hereto, consisting of approximately 6.5 acres of land, which will be replatted to include approximately twenty-five (25) single-family home lots. “Redevelopment Property Deed” means a quit claim deed substantially in the form appearing in Schedule B attached hereto, with the form of Certificate of Completion and Release of Forfeiture appearing in Schedule C attached hereto as an exhibit to such Redevelopment Property Deed. “State” means the State of Minnesota. “Tax Increment Act” means Minnesota Statutes, Section 469.174 et seq., as amended. “Tax Increment District” means Tax Increment Financing District No. 23 created by the Council in connection with the Redevelopment Plan. “Tax Increment Plan” means the tax increment financing plan adopted by the Authority in connection with the creation of the Tax Increment District. “Termination Date” means the date on which the City issues the Certificate of Completion or this Agreement is terminated pursuant to Section 7.2(b) or Section 7.3. “Unavoidable Delays” means delays which are the direct result of strikes or other labor troubles, delays which are the direct result of unforeseeable and unavoidable casualties to the Redevelopment Property, the Project, or the equipment used to construct the Redevelopment Project, delays which are the direct result of governmental actions, delays which are the direct result of judicial action commenced by third parties, delays which are the direct result of citizen opposition or action affecting this Agreement, environmental delays which are the direct result of the implementation of an environmental agency-approved work plan for remediation, delays which are the direct result of severe weather which prevents or delays construction of Minimum Improvements, acts of God, fire or other casualty to the Project, site conditions materially different from those revealed in any report or test provided to or obtained by the Redeveloper. ARTICLE II Representations, Warranties and Covenants Section 2.1. Representations and Covenants 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. This Agreement has been or will be duly authorized by all necessary action on the part of the Authority and has been duly executed and delivered by the Authority. The Authority’s execution, delivery and performance of this Agreement will not conflict with or result in a violation of any judgment, order, or decree of any court or government agency. 4 This Agreement is a valid and binding obligation of the Authority and is enforceable against the Authority in accordance with its terms. There is no action, litigation, condemnation or proceeding of any kind pending or, to the best of the Authority’s knowledge, threatened which would have a material and adverse affect on the ability of the Authority to perform its obligations under this Agreement or against the Redevelopment Property, or any portion thereof. (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 pursuant to the Tax Increment Act. (d) The Authority, subject to Unavoidable Delays, and subject to the conditions precedent set forth herein, shall at Closing convey title to the Redevelopment Property pursuant to Article III to the Redeveloper for the Redeveloper’s use in accordance with the Redevelopment Plan and this Agreement. (e) Intentionally omitted. (f) The Authority will cooperate with the Redeveloper with respect to any litigation commenced by third parties in connection with this Agreement. (g) The Authority makes no representation, guarantee, or warranty, either express or implied, and hereby assumes no responsibility or liability as to the Redevelopment Property or its condition (regarding soils, pollutants, hazardous wastes or otherwise), except as described in Section 2.1(h). (i) The Authority has no knowledge as to the presence of hazardous substances (as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, an/or in the environmental laws of the State of Minnesota, and specifically including petroleum and related hydrocarbons and their byproducts, asbestos, and polychlorinated biphenyls) in, on or under the Redevelopment Property, except as may be expressly set forth in the reports described in Schedule E, copies of which shall have been delivered by the Authority or its agents and consultants to the Redeveloper pursuant to Section 2.1 (i). (j) Within five (5) days after the execution of this Agreement, the Authority shall deliver, or shall cause its agents or consultants to deliver, to Redeveloper all information available to the Authority regarding the ownership and potential development of the Redevelopment Property, including, but not limited to, correspondence from the City or County, flood zones, deed restrictions, utility commitments, engineering plans, studies, soils reports, engineering reports, construction plans, subdivision plans and/or environmental reports, and a copy of the Authority’s most recent survey of the Redevelopment Property. (k) There are no parties other than the Authority in possession of any portion of the Redevelopment Property, nor are there any leases (oral or written) applicable to or affecting the 5 Redevelopment Property. (l) No third party has an option to purchase, right of first refusal, right of first offer or other similar right with respect to all or a portion of the Redevelopment Property and the Authority has not entered into any other contracts for the sale of all or any portion of the Redevelopment Property with any third party. (m) The Authority is not aware of any methamphetamine production occurring on the Redevelopment Property. This representation is intended to satisfy the requirements of Minn. Stat. § 152.0275, Subd. 2(m). (n) To the best of the Authority’s knowledge, information and belief: i. There are ______"Wells," as defined in Minn. Stat. § 103I.005, Subd. 21, on the Redevelopment Property as shown on attached Exhibit _____. This representation is intended to satisfy the requirements of Minn. Stat. § 115.55, Subd. 6. ii. There are no individual sewage treatment systems (“systems”), as defined in Minn. Stat. § 115.55, Subd. 1, on the Redevelopment Property. This representation is intended to satisfy the requirements of Minn. Stat. § 115.55, Subd. 6 Section 2.2. Representations, Warranties and Covenants by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability company organized and existing under the laws of the State, is authorized to transact business in the State, and has duly authorized the execution of this Agreement and the performance of its obligations under this Agreement. None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, or the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with the terms of any indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound. (b) Subject to the conditions contained in Article III below, the Redeveloper will purchase the Redevelopment Property from the Authority pursuant to Article III and, in the event the Redevelopment Property is conveyed to the Redeveloper, the Redeveloper will construct and maintain the Public Improvements and the Minimum Improvements in accordance with the terms of this Agreement and all applicable local, State and Federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (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 anticipated activities of the Redeveloper with respect to the Redevelopment Property may be or will be in violation of any environmental law or regulation. (d) The Redeveloper will use commercially reasonable efforts to obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all 6 requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Public Improvements and the Minimum Improvements may be lawfully constructed. (e) The Redeveloper shall pay the normal and customary City fees and expenses for the approval and construction of the Project including, but not limited to, bonding requirements, building permit fees, sewer accessibility charges (SAC), water accessibility charges (WAC) and park dedication fees. (f) Except as specifically set forth herein, the Redeveloper is purchasing the Redevelopment Property “as is”, based solely on the Redeveloper’s examination of the Redevelopment Property and with the understanding that there is no warranty by the City that the Redevelopment Property is fit for any particular purpose. (g) The Redeveloper agrees that it will cooperate with the Authority with respect to any litigation commenced by third parties in connection with this Agreement. (h) The financing arrangements which the Redeveloper has obtained or will obtain to finance the acquisition of the Redevelopment Property and the construction of the Public Improvements and the Minimum Improvements, will be sufficient to enable the Redeveloper to successfully complete the Public Improvements and the Minimum Improvements as contemplated in this Agreement. (i) Once acquired by the Redeveloper, the Redevelopment Property will not become exempt from the levy of ad valorem property taxes, or any statutorily authorized alternative, and any improvements of any kind constructed on the Redevelopment Property will similarly not become exempt before December 31, 2045. (j) The Redeveloper agrees that it will not assign, convey or lease any interest in the Redevelopment Property or any portion thereof, or this Agreement or any portion thereof, to any tax- exempt entity under the U.S. Internal Revenue Code of 1986, as the same may be amended from time to time, without the prior written approval of the Authority. (k) Subject to Unavoidable Delays, the Developer shall complete the Public Improvements and the Minimum Improvements as soon as reasonably possible. ARTICLE III Conveyance of the Redevelopment Property; Undertakings of Authority and Redeveloper Section 3.1. Conveyance of the Redevelopment Property. 7 (a) Title. The Authority shall convey marketable title to and possession of the Redevelopment Property to the Redeveloper under a quit claim deed in the form of the Redevelopment Property Deed contained in Schedule B. At its sole cost and expense, the Redeveloper shall obtain any title insurance and endorsements it deems necessary. At its expense, the Authority shall order and shall obtain within fifteen (15) days of the date of this Agreement a commitment for an owner’s title insurance policy (ALTA Form B) issued by Land Title, Inc., (the “Title Company”), naming Redeveloper as the proposed owner-insured of the Redevelopment Property in the amount of the Purchase Price (the “Commitment”). The Commitment shall include removal of or endorsement over general exceptions by means of an extended coverage endorsement. The Commitment shall have a current date as its effective date and shall commit to insure marketable title to the Redevelopment Property in the Redeveloper. Such insurance shall be free and clear of all mechanic’s lien claims, unrecorded interests, rights of parties in possession or other exceptions customarily excluded from such insurance. The Commitment shall set forth all levied real estate and special assessments related to the Redevelopment Property. The Commitment shall include such title policy endorsements as may be reasonably requested by the Redeveloper. The Commitment shall have attached copies of all instruments of record which create any easements or restrictions which are referred to in Schedule B of the Commitment. Within five (5) business days of receipt of the Commitment, Redeveloper shall order a Survey of the Redevelopment Property. Should Redeveloper fail to order an updated Survey in a timely manner (a) Redeveloper shall have waived all survey objections, and the Authority shall not be required to execute a survey affidavit or similar affidavit in relation to the Redevelopment Property for purposes of the waiver of any survey exception by Title; and (b) the fifteen (15) day time period for the issuance of title objections by the Redeveloper shall commence to run thirty five (35) days from the date of this Agreement. The Redeveloper will be allowed fifteen (15) days after receipt of the Commitment and Survey to make an examination thereof and to make any objections to the marketability of the title to the Redevelopment Property, objections to be made by written notice or to be deemed waived. Upon receipt of the Redeveloper’s list of written objections, the Authority shall proceed in good faith and with all due diligence to attempt to cause the objections made by the Redeveloper to be cured, but Authority shall have not obligation to cure such objections. In the event that an objection is not resolved to the satisfaction of the Redeveloper, the Redeveloper shall have the options set forth in Section 3.1 (c) (i) or (ii), below. In no event shall Redeveloper object to the terms and conditions of the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption attached hereto as Schedule F, which is to be recorded against the Redevelopment Property at or prior to Closing prior to the recordation of the Redevelopment Property Deed, it being the understanding of the parties that the Redeveloper is at all times taking ownership of the Redevelopment Property subject to the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption. (b) Survey. The Redeveloper shall obtain, at Redeveloper’s sole cost and expense, any survey(s) or updated survey(s) necessary for the issuance of title insurance or as necessary to replat or reconvey the Redevelopment Property (“Survey”). 8 (c) Title Not Marketable. If the title to the Redevelopment Property is not marketable as evidenced by the Commitment and the Survey, together with any appropriate endorsements, and is not made so by the Closing Date, the Redeveloper may either: (i) Terminate this Agreement by giving written notice to the Authority, in which event this Agreement shall become null and void and neither party shall have any further rights or obligations hereunder, except those indemnification obligations which expressly survive such termination; or (ii) Elect to accept the title in its unmarketable or existing condition by giving written notice to the Authority of the waiver of such objections, and proceed to Closing. In the event that Redeveloper has not terminated this Agreement and thereafter proceeds to Closing, Redeveloper shall be deemed to have selected option (c)(ii) above. (d) Conveyance, Purchase Price and Closing. Subject to the terms of this Agreement, the Authority agrees to sell and the Redeveloper agrees to purchase the Redevelopment Property for the Purchase Price. The Authority shall execute and deliver to the Redeveloper a Redevelopment Property Deed at Closing, which Redevelopment Property Deed shall be subject to the Declaration of Restrictive Covenants and Prohibition Against Tax Exception set forth on Schedule F, which is to be recorded at Closing prior to the delivery and recordation of the Redevelopment Property Deed. The conveyance of title the Redevelopment Property pursuant to the Redevelopment Property Deed shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement and the Redevelopment Property Deed. The Redeveloper shall promptly record the Redevelopment Property Deed. Closing shall take place at the principal offices of the Title Company unless the parties mutually agree in writing that the Closing shall take place at another location. The Purchase Price of $25,000.00 for each platted lot of the Redevelopment Property shall be paid at Closing. The Closing shall occur on the later of (i) May 15, 2018 or (ii) five (5) days after preliminary plat approval, but no later than August 1, 2018. The Closing is at all times contingent upon the conditions precedent described in Section 3.3 being satisfied for the Authority and the Redeveloper. (e) Inspection. At the Redeveloper’s expense, the Redeveloper and its agents are hereby granted the right following execution of this Agreement until August 1, 2018 (the “Feasibility Period”) to inspect and test the Redevelopment Property. Any investigations, testing and/or inspections initiated by the Redeveloper shall be undertaken at the Redeveloper’s sole cost and expense. After completing its investigation of the Redevelopment Property, if Redeveloper elects to terminate this Agreement, Redeveloper shall return the Redevelopment Property to substantially the same condition as existing prior to the investigations, testing and/or inspections; provided that Redeveloper shall not be responsible for any existing conditions on the Property that are discovered as a result of such investigations, testing and/or inspections. The Redeveloper shall hold the Indemnified Parties (as defined in Section 6.3) harmless from and shall indemnify the Indemnified Parties for any liability resulting from the Redeveloper’s or its agents entrance upon the Redevelopment Property or any liability resulting from the performance of any of the tests or 9 inspections referred to in this Section; provided that Redeveloper shall not be responsible for any existing conditions on the Property that are discovered as a result of such investigations, testing and/or inspections. The indemnification requirements set forth herein shall survive the Closing and the termination of this Agreement. (f) Taxes; Special Assessments; Other Pro Rations. Real estate taxes due and payable prior to the year of Closing shall be paid by the Authority. Real estate taxes due and payable in the year of Closing shall be allocated between the parties based on their respective period of ownership in the year of Closing. Real estate taxes due and payable in the years subsequent to the Closing shall be paid by the Redeveloper. The Authority shall pay all special assessments pending or levied as of the Closing Date. The Redeveloper shall pay all special assessments after the Closing Date. The Redeveloper shall bear all costs of recording the Redevelopment Property Deed except as set forth below. The Authority shall pay the State tax due in connection with conveyance of the Redevelopment Property and shall pay the cost of recording any document necessary to place title in the condition described in this Agreement. The Redeveloper shall pay all other recording costs incurred in connection with this Agreement. The parties shall equally share other closing costs. Each party shall pay all sums in cleared funds on the Closing Date. (g) Plat; Covenants; Easements. The Redeveloper at its expense shall replat the Redevelopment Property. The Redeveloper shall pay all costs for plats, replats, lot splits, preparation of restrictive covenants, easements and any other documentation necessary for the construction and sale of the Minimum Improvements and all costs of recording any such documents. Section 3.2. Intentionally Omitted. Section 3.3. Conditions Precedent to Conveyance. (a) The obligation of the Authority to convey the Redevelopment Property to the Redeveloper at Closing shall be subject to the following conditions precedent: (i)The Redeveloper shall be in material compliance with all of the terms and provisions of this Agreement; (ii)The Authority shall have approved the Preliminary Plans for the Project; (iii)The Redeveloper shall have paid the Purchase Price as described in Section 3.1; (iv)The Authority shall have executed and arranged to be recorded prior to the recordation of the Redevelopment Property Deed, the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption in the form attached as Schedule F with respect to the Redevelopment Property. (v) Each of the Redeveloper’s representations and warranties set forth in Section 2.2 shall be true as of the Closing Date and the Redeveloper shall so certify in writing at Closing. 10 (b) The obligation of the Redeveloper to purchase the Redevelopment Property at Closing shall be subject to the following conditions precedent: (i)The environmental condition of the Redevelopment Property, not including any required soil corrections, shall be suitable for the construction of the Minimum Improvements and Redeveloper shall have received a No Association Determination from the Minnesota Pollution Control Agency, if applicable, based on the approved Response Action Plan if such a plan is necessary; (ii)The Authority shall be in material compliance with all other terms and provisions of this Agreement; (iii)Title to the Redevelopment Property shall be acceptable to the Redeveloper; (iv)Each of the Authority’s representations and warranties set forth in Section 2.1 shall be true as of the Date of Closing and the Authority shall so certify in writing at Closing; (v)No moratorium has been imposed upon the Redevelopment Property; (vi)The required permits, including, but not limited to building permits, have been issued for the Public Improvements and the Minimum Improvements; (vii)The Redeveloper’s preliminary plat of the Redevelopment Property has been approved by the appropriate governmental authorities; (viii)Redeveloper has received executed easements for off-site utility, drainage, construction or other easements required for the development of the Redevelopment Property; (ix)Redeveloper’s Construction Plans have been approved by the City and any other appropriate governmental authorities, and significant architectural upgrades are not required to such Construction Plans; (x)Redeveloper shall have received the required corporate approvals for the acquisition and development of the Redevelopment Property, which approvals must be obtained by Redeveloper on or prior to June 1, 2018; and, (xi)Redeveloper’s Preliminary Plans shall have been approved by the Authority. (c) In the event the aforementioned conditions precedent of the Authority or of the Redeveloper are not satisfied by the Closing Date (except as otherwise set forth hereinabove with respect to corporate approval deadline), the parties may, by mutual agreement, extend the Closing until the conditions precedent are satisfied. In the event the parties cannot reach such mutual 11 agreement for such extension, this Agreement shall automatically terminate, and neither party shall have any further rights or obligations hereunder, except those indemnification obligations which expressly survive such termination. Section 3.4. Documents at Closing. (a) At Closing, the Authority shall deliver to the Redeveloper: (i) The Redevelopment Property Deed, (ii) All certificates, instruments and other documents necessary to permit the recording of the Redevelopment Property Deed, (iii) A standard Seller’s Affidavit properly executed on behalf of the Authority with respect to judgments, bankruptcies, tax liens, mechanics liens, parties in possession, unrecorded interests, encroachment or boundary line questions and related matters, (iv) If applicable, the owner’s duplicate certificate of title to the Redevelopment Property. The Authority need not provide an abstract of title if the property is classified as abstract property, (v) An affidavit of the Authority in form and content satisfactory to the Redeveloper stating that the Authority is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code, and (vi) The certification as to representations and warranties described in Section 3.3(b)(iv). (vii) The executed Declaration of Restrictive Covenants and Prohibition Against Tax Exemption. (b) At Closing, the Redeveloper shall deliver to the Authority: (i) The Purchase Price in cleared funds, (ii) A Certificate of Real Estate Value, and (iii) The certification as to representations and warranties described in Section 3.3(a)(viii). ARTICLE IV Construction of Public Improvements and Minimum Improvements 12 Section 4.1. Construction of Public Improvements. (a) Following conveyance by the Authority of the Redevelopment Property, the Redeveloper shall, at its sole cost and expense, construct thereon and adjacent thereto as applicable the Public Improvements set forth on Schedule D, all in accordance with City specifications, as soon as practicable, but no later than June 1, 2019 (subject to Unavoidable Delays). Section 4.2. Construction of Minimum Improvements. (a) Following conveyance by the Authority of the Redevelopment Property, the Redeveloper shall, at its sole cost and expense, construct thereon the model home associated with the Minimum Improvements (the “Model Home”), in accordance with the Construction Plans, as soon practicable, but no later than June 1, 2019 (subject to Unavoidable Delays). (b) The Minimum Improvements consist of approximately twenty five (25) single-family, owner-occupied homes, including the Model Home. The Redeveloper shall use commercially reasonable efforts to cause the initial unit sales prices to the initial owners of all such homes to average no less than $300,000.00 per home. Floor plans and home designs will be consistent with the plans included in the Redeveloper’s response to the Authority’s Request for Proposals dated December 15, 2017, as set forth on Schedule G attached hereto. The Redeveloper shall construct the Minimum Improvements in accordance with the Construction Plans approved by the City. 13 Section 4.3. Preliminary Plans and Construction Plans. (a) Preliminary Plans. Thirty (30) days prior to commencement of construction of the Minimum Improvements, the Redeveloper shall submit the Preliminary Plans to the Authority for approval. The Preliminary Plans shall not be inconsistent with this Agreement or any applicable state and local laws and regulations, insofar as said consistency may be determined at said preliminary stage. If approval of the Preliminary Plans is requested in writing by the Redeveloper at the time of submission thereof to the Authority, the Authority shall approve or reject (in whole or in part) such Preliminary Plans in writing within twenty (20) days after the date of receipt thereof. If no written rejection is made within said twenty (20) days, the Preliminary Plans shall be deemed approved by the Authority. Any rejection shall set forth in detail the reasons therefor. If the Authority rejects the Preliminary Plans, in whole or in part, the Redeveloper shall submit new or revised Preliminary Plans within a reasonable time after receipt by the Redeveloper of the notice of rejection. The provisions of this Section relating to approval, rejection and resubmission of new or revised Preliminary Plans shall continue to apply until the Preliminary Plans have been approved by the Authority. The Authority’s approval of the Preliminary Plans shall not be unreasonably withheld, conditioned or delayed, however if an Event of Default has occurred or is continuing, the Authority may withhold approval of the Preliminary Plans. (b) Construction Plans. Prior to the Redeveloper’s commencement of construction of the Minimum Improvements, the Redeveloper shall submit Construction Plans to the City. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity in all material respects with this Agreement, the Preliminary Plans, and all applicable state and local laws and regulations. No approval by the Authority shall be deemed to relieve the Redeveloper of the obligation to comply with the terms of this Agreement and applicable federal, State and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of any Event of Default. (c) Changes. If the Redeveloper desires to make any material change in the Preliminary Plans after their approval by the Authority, then the Redeveloper shall submit the proposed change to the Authority for its approval. If the Preliminary Plans, as modified by the proposed change, conform to the requirements of this Section with respect to such previously approved Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Preliminary Plans shall, in any event, be deemed approved by the Authority unless rejected in writing by the Authority, in whole or in part, within twenty (20) days after receipt of the notice of such change, setting forth in detail the reasons therefor. Section 4.4. Certificate of Completion. (a) Promptly after completion of both: (i) the Public Improvements (as evidenced by the documentation set forth in Section 4.4 (c)); and (ii) the completion of the Model Home (as evidenced by the documentation set forth in Section 4.4(c)), the Authority will furnish the Redeveloper with a Certificate of Completion therefor. The Certificate of Completion shall be a conclusive determination and conclusive evidence of the satisfaction and termination of all of the agreements 14 and covenants in this Agreement and in the Redevelopment Property Deed, including without limitation the Authority’s right of re-enty and reverter rights in Section 7.7 below. (b) If the Authority believes the Redeveloper has failed to complete the Public Improvements and the Model Home, or the Authority refuses or fails to provide a Certificate of Completion, the Authority shall, within twenty (20) days after a written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Authority believes the Redeveloper has failed to complete the Public Improvements and the Model Home in accordance with the provisions of this Agreement, and what measures or acts will be necessary, in the opinion of the Authority, for the Redeveloper to perform in order to obtain the Certificate of Completion. (c) The construction of the Model Home shall be deemed to be completed in accordance with the Redeveloper’s obligations hereunder when the City has issued a certificate of occupancy for such Model Home. The construction of the Public Improvements shall be deemed to be completed in accordance with the Redeveloper’s obligations hereunder when the City has accepted the Public Improvements in writing. ARTICLE V Insurance Section 5.1. Redeveloper Insurance. (a) 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 non-reporting 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. The builder’s risk policy shall be obtained for each of the single-family, owner-occupied homes constituting the Minimum Improvements at the time the Redeveloper receives a certificate of occupancy for each home; (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. (b) All insurance required by this Article V shall be taken out and maintained in responsible insurance companies selected by the Redeveloper which are authorized under the laws of 15 the State to assume the risks covered thereby. The Redeveloper will deposit annually with the Authority policies evidencing all such insurance, or a certificate(s) or binder(s) of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, the Redeveloper shall furnish the Authority with evidence satisfactory to the Authority that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. ARTICLE VI Prohibitions Against Assignment and Transfer; Indemnification 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 the qualifications and identity of the Redeveloper are of particular concern to the Authority, in view of (a) the importance of the redevelopment of the Redevelopment Property to the general welfare of the Authority; and (b) the fact that any act or transaction involving or resulting in a significant change in the identity of the party or parties in control of the Redeveloper or the degree of such control is for practical purposes a transfer or disposition of the Redevelopment Property then owned by the Redeveloper. 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 willing to accept 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 Redevelopment Property and Assignment of Agreement. Also, for the foregoing reasons the Redeveloper represents and agrees that prior to the earlier of the issuance of the final Certificate of Completion for the Minimum Improvements or the Termination Date: (a) Except for the purpose of obtaining financing necessary to enable the Redeveloper to perform its obligations with respect to constructing the Minimum Improvements and any other purpose authorized by this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to 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. If the Redeveloper remains liable and bound by this Redevelopment Agreement, the Authority’s approval is not 16 required. Any such transfer shall be subject to the provisions of this Agreement. Notwithstanding the foregoing, the Redeveloper may: (i) Transfer the Redevelopment Property to any corporation, partnership, or limited liability company controlling, controlled by, or under common control with the Redeveloper, (ii) Enter into purchase agreements for the sale of the homes in the ordinary course of the Redeveloper’s business and conveyance of a platted lot to third-party purchaser of a home, (v)Convey any easements necessary for the Project; or (vi)Convey an outlot created for ponding purposes to any homeowner’s association to be formed by Redeveloper. (b) In the event the Redeveloper, upon transfer or assignment of the Redevelopment Property, seeks to be released from its obligations under this Agreement, the Authority shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary to fulfill the Redeveloper’s obligations hereunder; (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have assumed all of the obligations of the Redeveloper under this Agreement and agreed to be subject to all of the conditions and restrictions to which the Redeveloper is subject; provided, however, that the fact that any transferee of, or any other successor in interest to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies with respect to the Redevelopment Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the Authority with respect to any rights, remedies or controls provided in this Agreement as to the Minimum Improvements that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Redeveloper, or any other party bound by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto; and 17 (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article shall be in a form reasonably satisfactory to the Authority. If the foregoing conditions are satisfied, then the Redeveloper shall be released from its obligations under this Agreement. Section 6.3. Release and Indemnification Covenants. (a) The Redeveloper covenants and agrees that the City, the Authority and the governing body members, officers, agents, servants and employees of either of them (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 resulting from any defect in the Minimum Improvements, due to any act, including negligence, of the Redeveloper or of others acting on its behalf or under its direction or control; provided, however, that the Redeveloper’s indemnification obligations in this subparagraph (a) shall not apply to any loss resulting from negligent, willful or wanton misconduct of any of the Indemnified Parties. The indemnification requirement set forth herein shall survive the Closing and the termination of this Agreement. (b) The Redeveloper agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceeding by any person or entity arising or purportedly arising from this Agreement or the transactions contemplated hereby or the construction and ownership of the Minimum Improvements, due to any act, including negligence, of the Redeveloper or of others acting on the behalf or under the direction or control of the Redeveloper; provided, however, that the Redeveloper’s indemnification obligations in this subparagraph (b) shall not apply to any loss resulting from any negligent or willful misrepresentation or any negligent, willful or wanton misconduct of any of the Indemnified Parties. (c) None of the Indemnified Parties shall be liable for any damage or injury to the person or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be on or about the Redevelopment Property or Minimum Improvements due to any act or negligence of any person, other than the negligence or misconduct of an Indemnified Party. (d) None of the Indemnified Parties shall be liable to the Redeveloper or to any third party for any consequential or other damages that may arise out of delays of any kind relating to activities undertaken pursuant to this Agreement, including but not limited to delays due to environmental conditions, court challenges or elements outside the control of the Authority. (e) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. 18 (f) Nothing in this Section is intended to waive any municipal liability limitations contained in Minnesota Statutes, particularly Chapter 466. ARTICLE VII Events of Default Section 7.1. Events of Default Defined. The following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean any one or more of the following events: (a) Failure by the Redeveloper, while the owner of the Redevelopment Property, to timely pay all real property taxes assessed with respect thereto. (b) Failure by the Redeveloper to complete the Project pursuant to the terms, conditions and limitations of this Agreement. (c) Failure by the Redeveloper to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, following notice of default to the Redeveloper, as discussed herein, and the expiration of thirty (30) days to cure said alleged default. (d) The Redeveloper shall: (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Code or under any similar federal or state law; or (ii) make an assignment for the benefit of its creditors; or (iii) admit in writing its inability to pay its debts generally as they become due; or (iv) 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 Project, or part thereof, shall be appointed in any proceeding brought against the Redeveloper, and shall not be discharged within ninety (90) days after such appointment, or if the Redeveloper shall consent to or acquiesce in such appointment. Section 7.2. Remedies on Default. Whenever any Event of Default referred to in Section 7.1 occurs, the Authority may take any one or more of the actions set forth below if the Event of Default is not cured within thirty (30) days after the Authority provides written notice to the Redeveloper of such Event of Default. Notice of default shall specify the nature of the default under this Agreement and the actions necessary to cure the default. 19 (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 will cure its default and continue its performance under this Agreement. (b) The Authority may cancel and rescind this Agreement. (c) The Authority may withhold its Certificate of Completion: (i) in the event the Model Home is not completed by June 1, 2019, or (ii) in the event the Public Improvements are not completed by June 1, 2019. Upon cure of such Event of Default, and provided that Redeveloper is in compliance with this Agreement, the Authority shall release any Certificate of Completion that was withheld pursuant to this subsection. (d) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to the Authority, including any actions to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant to the Redeveloper under this Agreement. The Authority may elect to take no such action, notwithstanding an Event of Default not having been cured within said thirty (30) days, if the Redeveloper provides the Authority with written assurances satisfactory to the Authority that the Event of Default will be cured as soon as reasonably possible. Notwithstanding anything to the contrary in this Agreement, however, in the event that any Event of Default by Redeveloper occurs prior to Closing, the Authority’s sole remedy shall be to terminate this Agreement in the manner provided by Minn. Stat. Sec. 559.21, in which event this Agreement shall be deemed null and void and the parties shall be released from all further obligations and liabilities under this Agreement, except for such indemnification obligations which expressly survive such termination. Such termination of this Agreement will be the only remedy available to the Authority for an Event of Default by Redeveloper occurring prior to Closing, and Redeveloper will not be liable for damages (except for those arising out of indemnification obligations set forth herein) or specific performance. Section 7.3. Authority Default. The failure of the Authority to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of thirty (30) days after written notice of such failure from Redeveloper shall be an Event of Default for the Authority. Whenever an Event of Default occurs by the Authority, the Redeveloper may terminate this Agreement by giving written notice to the Authority, in which event this Agreement shall become null and void and neither party shall have any further rights or obligations hereunder. Such termination of this Agreement will be the only remedy available to the Redeveloper for an Event of Default by Authority, and Authority will not be liable for damages or specific performance. Notwithstanding the foregoing, in the case of an Event of Default by the Authority, Redeveloper may also submit to the Authority evidence of actual out of pocket costs incurred and paid to third parties (but not attorneys fees and costs) in completing the Survey, in the generation of new environmental reports, and the completion of soil borings on the Redevelopment Property, and the Authority shall reimburse Redeveloper for such out of pocket costs in an amount not to exceed $50,000.00. 20 Section 7.4 No Remedy Exclusive. No remedy of the Authority hereunder 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. No delay or omission to exercise any right accruing upon any default shall impair any such right or shall be construed to be a waiver thereof, but any such right may be exercised from time to time and as often as may be deemed expedient. Section 7.5. No Implied Waiver. In the event any agreement contained herein should be breached by any party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 7.6. Agreement to Pay Attorney’s Fees and Expenses. Whenever any Event of Default occurs and the Authority employs attorneys or incurs other expenses for the collection of payments due or to become due or for the enforcement or performance 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 reasonable expenses so incurred by the Authority. Section 7.7. Revesting Title in Authority Upon Happening of Event Subsequent to Conveyance to Redeveloper. In the event that subsequent to conveyance of the Redevelopment Property to the Redeveloper and prior to the Termination Date: (a) Subject to Unavoidable Delays, the Redeveloper fails to carry out its obligations with respect to the construction of the Public Improvements and the Model Home (including the date for the completion thereof), or abandons or substantially suspends construction work of the same, and any such failure, abandonment, or suspension shall not be cured, ended, remedied or assurances reasonably satisfactory to the Authority made within ninety (90) days after written demand from the Authority to the Redeveloper to do so; or (b) The Redeveloper fails to pay real estate taxes or assessments on the Redevelopment Property or any part thereof when due from the Redeveloper or creates, suffers, assumes, or agrees to any encumbrance or lien on the Redevelopment Property which is unauthorized by this Agreement and has priority over the Authority’s rights under this Agreement, or shall suffer any levy or attachment to be made, or any materialmen’s or mechanics’ liens, or any other unauthorized encumbrance or lien to attach to the Redevelopment Property, and such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged or provisions reasonably satisfactory to the Authority made for such payment, removal, or discharge within thirty (30) days after written demand by the Authority to do so; provided, that if the Redeveloper shall first notify the Authority of its intention to do so, it may in good faith contest any real estate taxes or any mechanics’ or other lien and, in such event, the Authority shall permit such taxes or mechanics’ or other lien to remain undischarged and unsatisfied during the period of such contest and any appeal, but only if the Redeveloper provides the Authority with a bank letter of credit or other security in the amount of the taxes or the lien, in a form reasonably satisfactory to the Authority pursuant to which the bank or other obligor will pay to the Authority the amount of such taxes or lien in the event that 21 the taxes or the lien is finally determined to be valid. During the course of such contest the Redeveloper shall keep the Authority informed respecting the status of such defense; or (c) There is, in violation of this Agreement, any transfer of the Redevelopment Property or any part thereof (other than those permitted in Section 6.2 above), or any change in the ownership of the Redeveloper or the degree thereof, and such violation shall not be cured within ninety (90) days after written demand by the Authority to the Redeveloper; The Authority shall provide written notice to Redeveloper and the Redeveloper’s construction lender (the “Lender”) and provide Redeveloper and the Lender ninety (90) days to cure the deficiency or default of the Redeveloper and assume all rights and responsibilities of the Redeveloper under this Agreement. If the Redeveloper or Lender fails to assume and cure any and all deficiencies and defaults by the Redeveloper, then the Authority shall have the right to re-enter and re-take possession of the Redevelopment Property and to terminate (and revest in the Authority) the estate conveyed by any Redevelopment Property Deed to the Redeveloper, it being the parties’ intent that the conveyance of the Redevelopment Property to the Redeveloper shall be made upon, and that the Redevelopment Property Deed shall contain, a condition subsequent to the effect that in the event of any default on the part of the Redeveloper and failure on the part of the Redeveloper to remedy such default within the period and in the manner stated in such subdivisions, the Authority at its option may declare a termination in favor of the Authority of the title and all the rights and interest in and to the Redevelopment Property conveyed to the Redeveloper, and that such title and all rights and interests of the Redeveloper, and any assigns or successors in interest to and in the Redevelopment Property, shall revert to the Authority, but only if the events stated in this Section 7.7 have not been cured within the time periods provided above. The Authority shall have no right to re-enter or retake title to and possession of any part of the Redevelopment Property for which a Certificate of Completion has been issued or following the Termination Date. Section 7.8. Resale of Reacquired Redevelopment Property; Disposition of Proceeds. Upon revesting in the Authority of title to any parcel of the Redevelopment Property or any part thereof as provided above, the Authority shall have no further responsibility to the Redeveloper hereunder with respect to that or any subsequent parcel, and the Authority may sell or otherwise devote said parcels to such other uses as the Authority in its sole discretion determines. Section 7.9 Subordination. (a) The Authority recognizes that the Redeveloper intends to finance the construction of the Project (the “Construction Loan”), that in order to do so the Lender may require a first mortgage or other lien (“Mortgage”) on the Redevelopment Property which is prior to the Redevelopment Property Deed, and that the Authority will have to subordinate such rights. (b) The Authority will agree that the Lender of the Construction Loan shall have the right to cure or remedy any breach or default of the Redeveloper, provided the Lender has first expressly assumed the obligations to the Authority (by written agreement satisfactory to the Authority) to complete the Minimum Improvements on the Redevelopment Property or the part thereof which is 22 subject to the lien of the Mortgage. Upon request of the Authority, the Lender will agree to notify the Authority of any default of the Redeveloper under the terms of the Construction Loan. The Authority shall have the right, at its option, to cure or remedy any breach or default with respect to the Construction Loan and shall have any redemption rights in the event of foreclosure. (c) Additional conditions for the Authority subordinating its interests in this Agreement and approving a Mortgage include the following: (i) The Construction Loan proceeds will be used solely for the design, development and construction of the Project; (ii) The Construction Loan proceeds will be disbursed by a title company pursuant to a construction loan disbursing or similar agreement among the Redeveloper, the Lender and the title company whereby the title company will coordinate the payment for all work which may give rise to mechanics’ liens; (iii) The Authority shall have the right to review the Construction Loan documents to reasonably satisfy itself that sufficient funds are or will be available to complete construction of the Project. (d) Upon the Redeveloper’s performing the above conditions, the Authority agrees that any and all rights of the Authority under this Agreement and the Redevelopment Property Deeds shall be subordinate to the rights of the Lender, including without limitation (i) any and all rights of the Authority to the payment or use of the net proceeds of insurance; and (ii) any and all rights of the Authority to re-enter and retake possession of the Redevelopment Property and to re-vest in the Authority the estate conveyed by the Redevelopment Property Deed shall be subject and subordinate to the lien of the Mortgage and to the rights, interests and remedies of the Lender and its successors and assigns (including the purchaser at any foreclosure sale or the transferee of any transfer in lieu of foreclosure) under the Mortgage. The Authority further covenants and agrees that a purchaser at a foreclosure sale or the transferee of any transfer in lieu of foreclosure shall take title to the mortgaged property free and clear of all rights of the Authority and its successors and assigns under this Agreement. (e) The Authority further agrees that at the time of closing of the Construction Loan, it will enter into a subordination agreement in accordance with this Section in form and content reasonably acceptable to the Lender. 23 ARTICLE VIII Additional Provisions Section 8.1. Conflict of Interest. 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 8.2. Restrictions on Use. The Redeveloper shall not in marketing or sale of the Redevelopment Property, the Minimum Improvements, or any portion of the such real property or improvements, discriminate upon the basis of race, color, creed, sex or national origin or any other basis prohibited by applicable local, State or federal laws or regulations. Section 8.3. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 8.4. Notices and Demands. Any notice, demand, or other communication permitted or required to be given hereunder by either party to the other shall be deemed 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 carrier, or delivered personally to the following addresses: (a) If to the Redeveloper: Pulte Homes of Minnesota LLC, 7500 Flying Cloud Drive, Suite 670, Eden Prairie, MN 55344, Attention: Eric Padget. Fax: (952) 936-7839. With a copy to: Larkin Hoffman, 8300 Norman Center Drive, Suite 1000, Minneapolis, MN 55437-1060, Attention: Ryan N. Boe, Esq. Fax: (952) 842-1756. (b) If to the Authority: Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, 6431 University Avenue NE, Fridley, MN 55432, Attention: City Manager. Fax: (763) 571-1287. With a copy to: Monroe Moxness Berg PA, 7760 France Avenue South, Suite 700, Minneapolis, MN 55435-5844, Attention: James R. Casserly, Esq. Fax: (952) 885-5969. Section 8.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 8.6. Law Governing. This Agreement will be governed and construed in accordance with the laws of the State. 24 Section 8.7. Termination. This Agreement shall expire on the Termination Date if it has not been terminated before such date pursuant to any provision hereof. Section 8.8. Provisions Surviving Termination. Termination of this Agreement shall not terminate any indemnification or other rights or remedies under this Agreement due to (i) any Event of Default which occurred and was continuing prior to such termination, or (ii) any cause of action which arose before the termination. In addition, termination of this Agreement shall not terminate any Declaration of Restrictive Covenants and Prohibition Against Tax Exemption which shall have been recorded against the Redevelopment Property at or prior to Closing. 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 on or as of the date first above written. (Signature pages follow) 25 Dated: February 1, 2018 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By: _____________________________________ Its: Chairperson By: _____________________________________ Its: Executive Director STATE OF MINNESOTA ) )ss COUNTY OF ANOKA ) On this _____ day of _______________, 2018 before me, a Notary Public, personally appeared _________________ and ___________ , to me personally known who by me duly sworn, did say that they are the Chairperson 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 Authority Signature Page - Contract for Private Redevelopment 26 Dated: February 1, 2018 PULTE HOMES OF MINNESOTA LLC By _______________________________ Its _______________________________ STATE OF MINNESOTA ) )ss COUNTY OF __________ ) On this _____ day of __________________, 2018, before me, a Notary Public, personally appeared _________________________, the ______________ of Pulte Homes of Minnesota LLC, a Minnesota limited liability company, and acknowledged the foregoing instrument on behalf of said limited liability company. ___________________________________ Notary Public Redeveloper Signature Page - Contract for Private Redevelopment 27 SCHEDULE A DESCRIPTION OF REDEVELOPMENT PROPERTY \[Subject at all times to the approval of the preliminary plat, and less those portions of the property generally described below upon which currently exists a water and public utility building and related improvements\] Those portions of Outlots E and F, Locke Park Pointe, according to the recorded plat thereof, Anoka County, Minnesota, to be replatted in accordance with this Agreement, to provide approximately twenty five (25) single-family, owner occupied home lots 28 SCHEDULE B FORM OF REDEVELOPMENT PROPERTY DEED THIS INDENTURE, made this ___ day of ___________, 20__, between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota (the “Grantor”), and Pulte Homes of Minnesota LLC, a Minnesota limited liability company (the “Grantee”). WITNESSETH , that the Grantor, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby convey and quit claim to the Grantee, its successors and assigns, forever, all the tract or parcel of land lying and being in the County of Anoka and State of Minnesota described as follows: See Exhibit 1 hereto TOGETHER with all hereditaments and appurtenances belonging thereto, subject to all conditions, covenants, restrictions and limitations imposed by (a) the Contract for Private Redevelopment by and between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, and Pulte Homes of Minnesota LLC, dated February 1, 2018 (the “Contract”); and (b) all other matters of record. The Grantor further states that: The Grantee has committed to construct certain improvements pursuant to Sections 4.1 and 4.2(a) of the Contract and the Grantor has a right of re-entry in accordance with Section 7.6 of the Contract. Title is conveyed hereby subject to the following conditions subsequent: In the event that the Grantee defaults on its obligations in Section 4.1 or Section 4.2(a) of the Contract and fails to properly cure said default, the Grantor may declare a termination of all right, title and interest conveyed herein and all right title and interest in the premises described in Exhibit 1 reverts to the Grantor. Upon the performance of Grantee’s obligations under Section 4.1 and 4.2(a) of the Contract, the release of the right of re-entry and reverter as to the premises described in Exhibit 1 shall be evidenced by the recording of a Certificate of Completion and Release of Forfeiture in the form attached as Exhibit 2 to this deed. Check box if applicable: Grantor certifies that Grantor does not know of any wells on the described real property. A well disclosure certificate accompanies this document. Grantor is familiar with the property described in this instrument and certifies that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. 29 IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its behalf by its Chairperson and Executive Director as of the first date above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By: _____________________________________ Its: Chairperson By: _____________________________________ Its: Executive Director STATE OF MINNESOTA ) )ss COUNTY OF ANOKA ) On this _____ day of _______________, 20___ before me, a Notary Public, personally appeared _______________ and _______________ to me personally known who by me duly sworn, did say that they are the Chairperson 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 This instrument was drafted by: Tax statements for the real property described in this instrument should be MONROE MOXNESS BERG PA (JRC) sent to: 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 Pulte Homes of Minnesota LLC (952) 885-5999 ___________ ___________ 30 SCHEDULE C FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota (the “Authority”) by a deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County of Anoka, State of Minnesota, on _______________, 20__ as Document Number _______________________ (the “Deed”) has conveyed to Pulte Homes of Minnesota LLC, a Minnesota limited liability company (the “Redeveloper”) certain real property described as: See attached Exhibit 1 WHEREAS, the Deed contained certain covenants and conditions, the breach of which by the Redeveloper, its successors and assigns, would result in a forfeiture and right of re-entry by the Authority, its successors and assigns, said covenants and restrictions being set forth in the Deed; and WHEREAS, the Redeveloper has performed said covenants and conditions with respect to the land described on Exhibit 1 insofar as it is able and in a manner deemed sufficient by the Authority to permit the execution and recording of this Certification; NOW, THEREFORE, this is to certify that all building construction and other physical improvements specified to be done and made by the Redeveloper have been completed and all of the above covenants and conditions in the Deed have been performed by the Redeveloper therein and that the provisions for forfeiture of title and right of re-entry for breach of condition subsequent by the Authority therein are hereby released absolutely and forever insofar as they apply to the land described herein, and the County of Anoka, State of Minnesota is hereby authorized to accept for recording and to record this instrument, and the filing of this instrument shall be a conclusive determination of the satisfactory termination of all of the covenants and conditions of the Contract referred to in the Deed, the breach of which would result in a forfeiture and right of re-entry. Dated: __________________, 20___ HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By _____________________________________ Its: Chairperson By _____________________________________ Its: Executive Director 31 STATE OF MINNESOTA ) )ss COUNTY OF ANOKA ) On this _____ day of _______________, 20___ before me, a Notary Public, personally appeared ___________________ and ____________________ to me personally known who by me duly sworn, did say that they are the Chairperson 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 This instrument was drafted by: MONROE MOXNESS BERG PA (JRC) 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 32 SCHEDULE D PUBLIC IMPROVEMENTS The Redeveloper shall construct the following Public Improvements: 1. Installation of roads on the Redevelopment Property, all in accordance with City approved Construction Plans. 2. Installation of sewer, water and other utilities on the Redevelopment Property, and connecting same to lines located at adjacent rights of way, all in accordance with City approved Construction Plans. 33 SCHEDULE E EXISTING ENVIRONMENTAL REPORTS 34 35 SCHEDULE F DECLARATION OF RESTRICTIVE COVENANTS AND PROHIBITION AGAINST TAX EXEMPTION This Declaration is made and executed as of the _____ day of _______, 20__ by the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota (“Declarant”). RECITALS A. Declarant is fee owner of the premises located in the County of Anoka, State of Minnesota described on Schedule A attached hereto (the “Property”). B. The Property is in a tax increment financing district and the Declarant will use the tax increment generated from improvements to the Property to reimburse itself for the costs of acquiring and preparing the Property for redevelopment. NOW, THEREFORE, in consideration of the foregoing, Declarant, for itself and its successors and assigns, does hereby declare that the Property shall be owned, used, occupied, sold and conveyed subject to the following covenants and restrictions: 1.No part of the Property shall become tax exempt from the levy of ad valorem property taxes, or any statutorily authorized alternative, until December 31, 2045. 2.The covenants and restrictions herein contained shall run with the title to the Property and shall be binding upon all present and future owners and occupants of the Property; provided, however, that the covenants and restrictions herein contained shall inure only to the benefit of the Authority and may be released or waived in whole or in part at any time, and from time to time, by the sole act of the Authority, and variances may be granted to the covenants and restrictions herein contained by the sole act of the Authority. These covenants and restrictions shall be enforceable only by the Authority, and only the Authority shall have the right to sue for and obtain an injunction, prohibitive or mandatory, to prevent the breach of the covenants and restrictions herein contained, or to enforce the performance or observance thereof. 3.The covenants and restrictions herein contained shall remain in effect until December 31, 2045 and thereafter shall be null and void. 4.If any one or more of the covenants or restrictions contained in this Declaration are held to be invalid or enforceable, the same shall in no way affect any of the other provisions of this Declaration, which shall remain in full force and effect. 36 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By: _____________________________________ Its: Chairperson By: _____________________________________ Its: Executive Director STATE OF MINNESOTA ) )ss COUNTY OF ANOKA ) On this _____ day of _______________, 2018 before me, a Notary Public, personally appeared _________________ and ___________ , to me personally known who by me duly sworn, did say that they are the Chairperson 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 This Instrument Drafted By: MONROE MOXNESS BERG PA (JRC) 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 37 Exhibit A to Declaration of Restrictive Covenants and Prohibition Against Tax Exemption Legal Description 38 SCHEDULE G MINIMUM IMPROVEMENTS The Redeveloper shall construct the following Minimum Improvements on the Redevelopment Property: Approximately twenty-five (25) single-family, owner occupied, single level homes in an HOA maintained community in accordance with the project information set forth hereinbelow. 39 40 4812-9199-6763, v. 1 41 Fridley HRA Housing Program Summary Cover Page February 1, 2018 HRA Meeting ReportDescription Loan Summary Report Loan application activity (e.g. mailed out, in process, closed loans) for year- to-date. Also shows the number of field appointments scheduled and completed for the Remodeling Advisor Services administered by Center for Energy and Environment. Home Energy Squad E-mail detailing recent activity and year to date. 116 6 1 13 00 0.00 014 304626.95 0.00 00 0.00 0.00 01 8035.00 00 312661.95 015 0.00 0.00010353.001 0.0010353.001 0 - - 15.88 /14.00 1588.24 /14.00 15.88 312.00 416.00 14.00 14.00 14.00 14.00 28.00 14.00 14.00 28.00 624.00