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HRA 12/06/2018 DECEMBER 6,2018 HRA Meeting Regular Meeting Agenda 7:00 p.m. Call to order Roll call. Action Items 1. Approval of Expenditures 2. Approval of November 1, 2018 Meeting Minutes 3. Approval of Resolution Rescinding Resolution 2014-19, Col. Arena/City Loan 4. Approval of Final 2019 HRA Budget 5. Approval of Redevelopment Contract—LPP Phase 2, Lennar 6. Approval of Resolution Memorializing Land Transfer from City to HRA 7. Approval of Resolution Designating Expenses,Northstar TIF Funds 11 & 12 Informational Items 1. CEE Housing Programs Update Adjournment K:\HRA\HRA Agenda Packets\2018 Agenda Packets\12 December 6,2018\December-2018 Agenda Outline.docxK:\HRA\HRA Agenda Packets\2018 Agenda Packets\12 December 6,2018\December-2018 Agenda Outline.docx Check Report City of Fridley, MN By Check Number Date Range: 1iir 1/09/2018 11/20/2018 Fridley Vendor Number Vendor Name Payment Date Payment Type Discount Amount Payment Amount Number Bank Code:APBNK-HRA-APBNK-HRA PPT:107738 FRIDLEY HRA ICMA 401 11/16/2018 EFT 0.00 317.58 278 PPT:307066 FRIDLEY HRA ICMA 457 11/16/2018 EFT 0.00 126.92 279 hra-623 FRIDLEY,CITY OF 11/14/2018 Regular 0.00 866.49 30231 hra-220 BRAUN INTERTEC CORPORATION 11/20/2018 Regular 0.00 7,037.30 30232 HRA-2636 PETERSON COMPANIES INC 11/20/2018 Regular 0.00 197,546.05 30233 HRA-2638 WARNING LITES OF MINN 11/20/2018 Regular 0.00 1,075.70 30234 Bank Code APBNK-HRA Summary Payable Payment Payment Type Count Count Discount Payment Regular Checks 8 4 0.00 206,525.54 Manual Checks 0 0 0.00 0.00 Voided Checks 0 0 0.00 0.00 Bank Drafts 0 0 0.00 0.00 EFT's 2 2 0.00 444.50 10 6 0.00 206 970.04 11/20/2018 11:39:44 AM Page 1 of 2 Check Report Date Range:11/09/2018-11/20/2018 All Bank Codes Check Summary Payable Payment Payment Type Count Count Discount Payment Regular Checks 8 4 0.00 206,525.54 Manual Checks 0 0 0.00 0.00 Voided Checks 0 0 0.00 0.00 Bank Drafts 0 0 0.00 0.00 EFT's 2 2 0.00 444.50 10 6 0.00 206,970.04 Fund Summary Fund Name Period Amount 099 Pooled Cash-HRA 11/2018 206,970.04 206,970.04 11/20/2018 11:39:44 AM Page 2 of 2 CITY OF FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY COMMISSION November 1,2018 Chairperson Pro Tem Eggert called the Housing and Redevelopment Authority Meeting to order at 7:00 p.m. MEMBERS PRESENT: William Holm Stephen Eggert Gordon Backlund MEMBERS ABSENT: Pat Gabel Kyle Mulrooney OTHERS PRESENT: Paul Bolin, HRA Assistant Executive Director Action Items: 1. Approval of Expenditures MOTION by Commissioner Holm to approve the expenditures. Seconded by Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY 2. Approval of September 6, 2018 Meeting Minutes Chairperson Pro Tem Eggert noted a correction at top of page one to change Chairperson Gabel to Chairperson Pro Tern Eggert. MOTION by Commissioner Holm to approve the minutes as amended. Seconded by Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MINUTES APPROVED 3. Approval of 2019 HRA Regular Meeting Dates MOTION by Commissioner Backlund to approve the 2019 Regular Meeting Dates. Seconded by Commissioner Holm. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DELCARED THE MOTION CARRIED UNANIMOUSLY Housing and Redevelopment Authority Meeting of November 1,2018 2 4. Approval of Preliminary 2019 HRA Budget Paul Bolin, HRA Executive Assistant Director, stated that the budget includes the General Fund and Housing Loan Program Fund. The General Fund covers the bulk of the administrative and overhead costs of the HRA. It's also used to provide internal loans to tax increment development projects. The Housing Loan Program Fund covers the housing related programs and services(e.g. CEE programs). Also included are the projected fund balances for the Tax Increment Financing (TIF) Funds. These funds all had budgets established when the districts were created and do not require an annual budget. Mr. Bolin said that staff recommends approval of the proposed budget. Commission comments and suggestions will be incorporated into a final budget which will be presented for approval on December 6, 2018. MOTION by Commissioner Holm to approval the preliminary 2019 HRA Budget. Seconded by Commissioner Backlund. Chairperson Pro Tem Eggert asked if the senior housing loan program range of funds were between$20,000-50,000. Mr. Bolin replied that senior housing loans are up to $25,000. Commissioner Holm asked if there had been any action on the senior housing loan program yet. Mr.Bolin replied that one loan has closed so far, and another scheduled to close Tuesday. There are also five applications waiting to be reviewed. This program is advertised on social media and in the newsletter. Chairperson Pro Tem Eggert asked about district 11, University and Osborne, if it would finish at the end of this year. Mr. Bolin replied yes, this was discussed last month in a work session and will be cash that HRA designated a large portion to be spent to extend the sidewalk on East River Road from the train station down to the interstate. These are funds that need to find a use for by the end of the year or they would need to be returned. Chairperson Pro Tem Eggert asked when the resolutions would be brought forth. Mr. Bolin replied next month, to designate the future use of those funds. Chairperson Pro Tem Eggert noted that next year district 12, McGlynn will also finish up. Mr. Bolin replied correct. Chairperson Pro Tem Eggert asked if Northern Stacks 8 was the new building. Housing and Redevelopment Authority Meeting of November 1,2018 3 Mr. Bolin replied no, it is the building being used by All Temps Storage. Mr. Hyde purchased and will work it into the rest of the Northern Stacks. Commissioner Backlund thought they moved out several months ago and doesn't think they have started doing anything to floor. Mr. Bolin wasn't sure what they have started in the inside of that building. Commissioner Holm asked why on the 2018 Capital Outlay for Columbia Arena shows a negative capital outlay. Mr. Bolin replied that next month staff will present a resolution and talk about the agreement between HRA and the City. When purchased, it was unknown what the future use of that site would be, and we didn't anticipate a City building would be on the site. For accounting purposes this has been put into the 2018 HRA General Fund. Commissioner Holm asked why it shoes a negative for the HRA and positive for the City Mr. Bolin replied that the Authority will be paying that money to the City. Commissioner Holm noted that there are big projects in place and we are on the way to developing them which is good for the City. Mr. Bolin replied yes, there are great opportunities to do some large projects. HRA has been putting out a lot of money into a number of large redevelopment projects and starting to reap the benefits of that work. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY Informational Items: 1. CEE Housing Programs Update Paul Bolin, HRA Executive Assistant Director, reported that in October there was one RLF, one senior program loan and one other loan making 13 year-to-date. There were five Remodeling Advisor Visits making 17 year-to-date. Home Energy Squad didn't have any visits and has 39 year-to-date. The next meeting is December 7, 2018 and should be at the new municipal campus. There is an open house on Saturday, November 17, details are posted on the website. Adiournment: MOTION by Commissioner Backlund to adjourn. Seconded by Commissioner Holm. Housing and Redevelopment Authority Meeting of November 1, 2018 4 UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY AND THE MEETING ADJOURNED AT 7:26 P.M. ' ACTION ITEM pmol HRA REGULAR MEETING Fridley DECEMBER 6, 2018 Date: November 29, 2018 To: Wally Wysopal, Executive Director From: Paul Bolin, Asst. Executive HRA Director Subject: Resolution Rescinding Resolution 2014-19 — Columbia Arena/City Loan When the Authority and the City were looking to purchase and demolish the Columbia Arena, the City loaned $1.5M to the Authority to put towards the purchase of the property. The transaction was memorialized in Resolution 2014-19. The loan to the City was to be paid back from TIF funds, after the Authority had reimbursed itself. At the time of the purchase, there was no discussion of the arena site being anything more than a future private development that would pay for the land and generate tax increment. Four years later, those original assumptions are no longer correct. The scope of the project has greatly expanded and the private sector portion includes former City and park land now being made available to the HRA. Authority and City Staff have spent a great deal of time determining how the City loan should be repaid. The combination of land sales and tax increment collected should be enough to make the Authority whole and allow the Authority to repay the City from the Authority's General Fund. The City will be immediately repaid $1 M from the Authority's General Fund which the City intends to use for pending related costs. The remaining $500,000 will come from an annual payment made from the Authority's General Fund. The attached resolution rescinds the original agreement found in HRA Resolution 2014- 19 and memorializes the approach described above. The City Council will act on a similar resolution. The project projections for land sales and increment generated support this approach to make the Authority whole in the project and allow it to repay the City Loan. Staff recommends approval of the attached resolution. 4838-0717-7089,v. 1 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA COUNTY OF ANOKA STATE OF MINNESOTA HRA RESOLUTION NO. 2018- A RESOLUTION AMENDING HRA RESOLUTION NO. 2014-09 AND RESCINDING RESOLUTION NO. 2014-19 WHICH APPROVED INTERFUND LOANS ASSOCIATED WITH THE PROPOSED COLUMBIA ARENA REDEVELOPMENT PROJECT, AUTHORIZING REPAYMENT OF A CITY LOAN AND AUTHORIZING EXPENDITURES BE IT RESOLVED by the Board of Commissioners (the "Commissioners") of the Housing and Redevelopment Authority in and for the City of Fridley(the "Authority")as follows: Section 1. Recitals. 1.01 The Authority at its regularly scheduled meeting on August 7, 2014 approved HRA Resolution No. 2014-09 (the "HRA Resolution No. 2014-09"). 1.02 The Authority at its regularly scheduled meeting on December 4, 2014 approved HRA Resolution 2014-19 (the "HRA Resolution 2014-19"). 1.03 The City at its regularly scheduled meeting on August 11, 2014 adopted Resolution No. 2014-54 (the "Resolution No. 2014-54"). 1.04 The City at its regularly scheduled meeting on December 8, 2014 adopted Resolution No. 2014-92 (the "Resolution No. 2014-92"). 1.05 In accordance with the above resolutions the City advanced $1,500,000 (the "City Loan") to the Authority to finance Qualified Costs. The City Loan was to be repaid from tax increment. 1.06 TIF District No. 23 was approved by the Authority on September 1, 2016, by the City on September 12, 2016 and certified by Anoka County on March 17, 2017. 1.07 The Authority now wishes to repay the City Loan from its General Fund, rescind its Resolution No. 2014-19 and amend its Resolution No. 2014-09. 1.08 To facilitate development in TIF District No. 23, it is necessary to install a water main for which the City will reimburse the Authority. Section 2. Authorization and Approval for Repayment of City Loan. 2.01 The Authority shall repay the City Loan from its General Fund as follows: a. $1,000,000 on or before December 31, 2018. b. $500,000 with interest at 4.0% from January 1, 2019 payable in 25 equal annual installments of$30,775 commencing December 31, 2019 and continuing through December 31, 2043. Section 3. Rescission of HRA Resolution 2014-19. 3.01 HRA Resolution 2014-19 is hereby rescinded. Section 4. Amendment to HRA Resolution 2014-09. 4.01 Section 2 of HRA Resolution 2014-09 is restated as Section 4 to read as follows: Section 4. Terms of the TIF Loans. 4.01 The Authority shall repay the specific Authority fund from which the Qualified Costs were and are to be paid, the principal amounts already incurred and to be incurred as shown on Exhibit A attached hereto, together with accrued interest commencing January 1, 2019 or from the date of each expenditure subsequent to January 1, 2019 at a rate which may not exceed 4.0% or the greater of the rates specified under (a) Minnesota Statutes, Sec. 270C.40 or (b) Minnesota Statutes, Sec. 549.09. The interest rate for each calendar year during the term of each TIF Loan shall be determined as of each January 1 using the maximum rate under clause (a) or(b) in effect as of that date if it is less than 4.0%. 4.02 Principal and interest payments (the "Payments") for each TIF Loan shall be paid annually on December 31 of the first year of receipt of Available Tax Increment (defined in Sec. 4.03 below) and on each December 31 thereafter (the "Payment Dates"), up to and including the earlier of (a) payment in full of each TIF Loan or (b) the termination date of the TIF District. Payments shall be applied first to accrued interest and the balance to the reduction of principal. Interest accruing from January 1, 2019 or the date of each expenditure occurring subsequent to January 1, 2019 to the first Payment Date shall be compounded annually on December 31 of each year and added to principal. 4.03 Payments on each TIF Loan are payable solely from Available Tax Increment, which shall mean the tax increment available from the TIF District and available for that purpose, at the Authority's discretion, from any other tax increment financing district, after withholding (a) allowable Authority administrative fees, and (b) prior obligations, which shall include all general obligation or revenue bonds or notes for which the tax increment revenues of the TIF District or other tax increment financing districts are pledged. 4.04 The principal sum and accrued interest payable under each TIF Loan may be prepaid in whole or in part at any time without premium or penalty. No partial prepayment of any TIF Loan shall affect the amount or timing of any regular payments otherwise required to be made under the TIF Loans. 4.05 Each TIF Loan is evidence of internal borrowing by the Authority in accordance with Minnesota Statutes, Section 469.178, Subdivision 7, and are limited obligations payable solely from the Available Tax Increments pledged to the payment thereof under this resolution. The Authority shall have no obligation to pay any principal amounts of the TIF Loans or accrued interest thereon which may remain unpaid after the final Payment Date. 4.06 The Authority may amend the terms of any TIF Loan at any time by resolution of the Board of Commissioners. The Authority may make a determination to forgive the outstanding principal amounts and accrued interest to the extent permissible under law. Section 5. Approvals. 5.01 The Board of the Authority hereby approves the following: a. Creation of a Register of Advances and the appointment of the Finance Director of the City to maintain the Register to reflect an accurate accounting of the Authority interfund loans and advances, and approves their repayment in accordance with this Resolution. b. The expenditure from its General Fund in an amount not to exceed $200,000 to pay for a water main project in TIF District No. 23 for which the City will reimburse the Authority. PASSED AND ADOPTED BY THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS DAY OF DECEMBER, 2018. , Chairman ATTEST: Walter T. Wysopal, Executive Director EXHIBIT A REGISTER OF ADVANCES [SAMPLE FORM FOR SOURCE OF ADVANCE] QUALIFIED EXPENSE DATE PAID AMOUNT PAID Land/Building Acquisition Site Improvements/Preparation Costs Utilities Other Public Improvements Construction of Affordable Housing Authority Administrative Costs County Administrative Costs Bond Payments—Paygo & all other Bonds--Principal Bond Payments—Paygo & all other Bonds--Interest 4815-5056-1153,v. 1 ' ACTION ITEM roof HRA REGULAR MEETING DECEMBER 6, 2018 Date: November 30, 2018 To: Wally Wysopal, Executive Director From: Daniel Tienter, Finance Director Paul Bolin, Asst. Executive HRA Director Subject: Final Budget for 2019 Attached you will find an updated 2019 budget for Authority approval. The attached budget includes three changes from the preliminary budget presented on November 1st. The changes to the budget are related to repayment of the $1.5M loan the City made to the Authority for the purchase of the former Columbia Arena. $1 M of the loan will be repaid by the end of this year and the remaining $500,000 will be repaid in annual installments over the next 25 years. The third change relates to a reimbursement from the City, of up to $200,000, for the water main installed with Locke Parkway. Staff recommends approval of the budget for 2019. Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 001 -General Fund Beginning Fund Balance As of January 1 9,479,020 10,328,115 10,791,509 10,791,509 13,769,241 Revenues City Revenues Tax Levy 395,955 398,330 477,000 447,023 473,168 395,955 398,330 477,000 447,023 473,168 Other Miscellaneous Revenue Development Grants(Deed&Met Council) 2,670,406 2,573,362 100,000 - - Interest on Investment Earnings 42,134 42,674 39,700 23,642 26,520 Rent and Royalties(Fairview-parking lot rental) 9,600 9,600 9,600 9,600 - Loan interest 696,911 232,411 241,200 249,275 273,296 Sale of Real Estate (Medtronic Land Repay/Sherman Sale 117,537 118,260 120,800 117,343 617,600 Transfer in from Other Fund - - - 200,000 - Miscellaneous Revenues(TIF Admin Fees) 127,038 187,011 156,200 217,680 347,553 3,663,626 3,163,318 667,500 817,540 1,264,969 Total Revenues-General Fund 4,059,581 3,561,648 1,144,500 1,264,563 1,738,137 Expenditures Salaries and Benefits Full Time 128,690 130,886 133,000 133,000 137,000 Part Time/Temporary 13,567 17,791 15,900 15,900 16,100 142,257 148,677 148,900 148,900 153,100 Supplies and Materials Operating Supplies 86 140 200 200 200 Purchased Services Professional Services(Kress Monroe,Ehlers,Sevenich) 103,126 82,491 96,000 96,000 100,000 Insurance-Non Personnel(Allocation) 4,393 5,928 6,000 6,000 6,200 Administration Charges(Allocation) 218,000 218,000 226,800 226,800 255,869 Dues and Subscriptions(NAHRo,ACCP) 1,335 1,454 3,000 3,000 3,100 Transportation (Mileage Reimbursement) 8 8 600 600 600 Conferences/Seminars/Training 3,676 1,156 2,000 2,000 2,100 Advertising 702 611 1,000 1,000 1,000 Printing and Binding(Allocation) 137 69 800 800 800 Communication(Allocation) 482 677 800 800 800 Services Contracted 9,805 8,182 8,000 8,000 8,200 Miscellaneous Other Services&Charges 315 195 500 500 500 341,979 318,770 345,500 345,500 379,169 Capital Outlay Payments to Other Gov'ts(Solid Waste Fees/Col.Arena 1,262 902 2,500 (2,714,425) 2,600 Land, Building, Demo(Columbia Arena) - - - (593,344) - Improvements other than Building - - - - - Transfer Out to other funds - - - - - 1,262 902 2,500 (3,307,769) 2,600 Developer Assistance Hyde Development Outside Grant Funds 2,670,406 2,573,362 100,000 100,000 Debt Service Loan from City(Civic Campus Development) 54,496 56,403 58,300 1,000,000 30,775 Total Expenditures-General Fund 3,210,486 3,098,254 655,400 (1,713,169) 565,844 Net Income-General Fund 849,095 463,394 489,100 2,977,732 1,172,293 Projected Ending Fund Balance As of Dec.31 10,328,115 10,791,509 11,280,609 13,769,241 14,941,534 K\HRA\HRA Budgets\2O19 Budget\.2019 HRA Budgets xlsx Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 020-Housing Loan Programs Beginning Fund Balance As of January 1 3,013,847 3,013,537 3,036,988 3,036,988 2,911,939 Revenues Other Miscellaneous Revenue Interest on Investment Earnings 17,395 18,789 17,400 9,664 9,486 Interest on Mortgages(Po 01 o, 1,2) 34,756 40,372 33,300 40,372 40,372 Miscellaneous Revenue(H&G Show) 21,345 19,815 21,400 19,815 19,815 73,496 78,976 72,100 69,851 69,673 Total Revenues-Housing Programs 73,496 78,976 72,100 69,851 69,673 Expenditures Supplies and Materials Operating Supplies 222 225 200 200 200 Purchased Services Professional Services (Castle vision-Home Show) 24,938 12,427 26,700 26,700 1,000 Advertising(Clear Channel-Home Show) 4,935 8,346 7,500 75,000 2,000 Services Contracted (CEE,Home energy Visits,etc.) 20,440 20,060 30,000 30,000 20,000 Charges/Rentals(NSC/Cenaiko-Home Show) 11,370 8,220 13,000 13,000 1,000 Uncollectible Accounts 11,901 6,246 - - - Capital Outlay(Senior Housing Loans) - - - 50,000 250,000 73,584 55,300 77,200 194,700 274,000 Other Financing Uses Transfer Out to General Fund - - - - - Total Expenditures-Housing Programs 73,806 55,525 77,400 194,900 274,200 Net Income-Housing Programs (310) 23,451 (5,300) (125,049) (204,527) Projected Ending Fund Balance As of Dec. 31 3,013,537 3,036,988 3,031,688 2,911,939 2,707,412 • K\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets.xlsx Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 045-Lake Pointe(1985-2025) TIF#6 Beginning Fund Balance As of January 1 (Estima' (385,927) (357,041) (328,370) (328,370) (297,717) Revenues Tax Levy 591,895 593,077 595,382 586,715 588,001 Interest on Investment Earnings 3 21 1,086 1,317 1,317 Total Revenues-Lake Pointe 591,898 593,098 596,468 588,032 589,318 Expenditures Professional Services/Administration Fees 34,044 30,066 29,769 29,336 29,400 Services Contracted (Non-prof) - - - - - Payments to Other Gov'ts 2,135 - Developer Assistance-Medtronic Paygo TIF 528,968 532,225 535,844 528,043 529,201 Total Expenditures -Lake Pointe 563,012 564,427 565,613 557,379 558,601 Net Income -Lake Pointe 28,886 28,672 30,855 30,653 30,717 Projected Ending Fund Balance As of Dec.31 (357,041) (328,370) (297,515) (297,717) (267,000) 047-University/Osborne(1992-2018) TIF#11 Beginning Fund Balance As of January 1 (Estima 263,093 309,609 358,246 358,246 407,273 Revenues Tax Levy 50,540 52,405 52,479 52,479 - Interest on Investment Earnings 2,241 2,510 1,796 1,796 - Total Revenues-University/Osborne 52,781 54,915 54,275 54,275 - Expenditures Professional Services/Administrative Fees 6,265 6.279 5.248 5,248 - Transfer Out to other Funds - - - - - Capital Outlay - - - - 407,273 Total Expenditures -University/Osborne 6,265 6,279 5,248 5,248 407,273 Net Income-University/Osborne 46,516 48,637 49,027 49,027 (407,273) Projected Ending Fund Balance As of Dec. 31 309,609 358,246 407,273 407,273 - K:\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets.xlsx Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 048-McGlynn(1992-2019) TIF#12 Beginning Fund Balance As of January 1 (Estima+ 118,949 145,801 188,135 188,135 226,971 Revenues Tax Levy 29,970 46,861 42,101 42,101 51,212 Interest on Investment Earnings 1,004 1,160 948 945 1,139 Total Revenues-McGlynn 30,974 48,021 43,049 43,046 52,351 Expenditures Professional Services/Administrative Fees 4.122 5,687 4,210 4,210 5,121 Capital Outlay - - - - 274,201 Total Expenditures -McGlynn 4,122 5,687 4,210 4,210 279,322 Net Income-McGlynn 26,852 42,334 38,839 38,836 (226,971) Projected Ending Fund Balance As of Dec.31 145,801 188,135 226,974 226,971 - 049-Satellite Lane Apts(1995-2023) TIF#13 Beginning Fund Balance As of January 1 (Estima' 136,952 171,990 210,198 210,198 251,229 Revenues Tax Levy 38,976 42,214 41,983 44,417 46,176 Interest on Investment Earnings 1,151 1,344 1,055 1,056 1,261 Total Revenues -Satellite 40,127 43,558 43,038 45,473 47,437 Expenditures Professional Services/Administrative Fees 5,089 5,350 4,198 4,442 4,618 Capital Outlay - - - - 294,048 Total Expenditures -Satellite 5,089 5,350 4,198 4,442 298,666 Net Income-Satellite 35,038 38,208 38,840 41,031 (251,229) Projected Ending Fund Balance As of Dec. 31 171,990 210,198 249,038 251,229 - K\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets xlsx Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 051 -Gateway East(2001-2028) TIF#17 Beginning Fund Balance As of January 1 (Estima• (381,950) (352,673) (319,553) (319,553) (282,568) Revenues Tax Levy 30,357 34,144 37,639 36,919 38,544 Interest on Investment Earnings 167 166 51 66 64 Transfer In from Other Funds - - - - - Total Revenues-Gateway East 30,524 34,310 37,690 36,985 38,608 Expenditures Professional Services&Other Charges 1,247 1 190 - - - Total Expenditures -Gateway East 1,247 1,190 - - - Net Income-Gateway East 29,277 33,120 37,690 36,985 38,608 Projected Ending Fund Balance As of Dec.31 (352,673) (319,553) (281,863) (282,568) (243,960) 052-Gateway West(2005-2032) TIF#18 Beginning Fund Balance As of January 1 (Estima• (409,030) (388,193) (359,976) (359,976) (329,010) Revenues Tax Levy 20,868 28,746 30,810 30,962 32,373 Sale of Misc Property - - - - - Interest on Investment Earnings 392 321 61 4 6 Transfer In from Other Funds - - - - - Total Revenues-Gateway West 21,260 29,067 30,871 30,966 32,379 Expenditures Professional Services/Administrative Fees 423 746 - - - Services Contracted (Mowing Contract) - - - - - Payments to Other Governments (Property Tax/5 - 103 - - - Total Expenditures -Gateway West 423 850 - - - Net Income-Gateway West 20,837 28,217 30,871 30,966 32,379 Projected Ending Fund Balance As of Dec.31 (388,193) (359,976) (329,105) (329,010) (296,631) K\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets.xlsx Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 053-Main Street(2009-2034) TIF#19 Beginning Fund Balance As of January 1 (Estima. (4,656) (5,041) (5,543) (5,543) (5,304) Revenues Tax Levy 109,078 119,239 120,970 120,970 139,207 Interest on Investment Earnings 50 46 219 239 239 Total Revenues-TIF#19 109,128 119,285 121,189 121,209 139,446 Expenditures Professional Services 11,774 12,733 12,097 12,097 13,921 Payments to Other Agencies - - - - - Capital Outlay(Pay as you go)-Devt Assistance 97,739 107,054 108,873 108,873 125,286 Total Expenditures-TIF#19 109,513 119,787 120,970 120,970 139,207 Net Income-TIF#19 (385) (502) 219 239 239 Projected Ending Fund Balance As of Dec.31 (5,041) (5,543) (5,324) (5,304) (5,065) 054-Gateway Northeast(2017-2042) TIF#21 Beginning Fund Balance As of January 1 (Estima. (3,198,327) (3,824,922) (3,835,202) (3,835,202) (3,988,884) Revenues Tax Levy - 150,982 232,955 232,375 430,606 Interest on Investment Earnings 1,537 1,585 169 40 42 Miscellaneous - - - - - Transfer in from Other Fund - - - - - Total Revenues-Gateway NorthEast 1,537 152,567 233,124 232,415 430,648 Expenditures Professional Services/Administrative Fees 7,627 7,957 23,295 23,238 43,061 Other Services/Charges(Site Improvement-Pre) - - 209,659 209,138 - Other Services/Charges(Pymts to Other Govt- 7 - 544 - - - Interest Expense 620,505 154,347 160,514 153,721 159,868 Transfer Out to other Funds - - - - - Total Expenditures-Gateway Northeast 628,132 162,847 393,468 386,097 202,929 Net Income-Gateway Northeast (626,595) (10,280) (160,344) (153,682) 227,719 Projected Ending Fund Balance As of Dec.31 (3,824,922) (3,835,202) (3,995,546) (3,988,884) (3,761,165) K\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets.xlsx • Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 055-BAE-Superfund Site TIF#20 Beginning Fund Balance As of January 1 (Estimal (48,410) (78,783) (99,201) (99,201) (98,124) Revenues Tax Levy 392,264 710491 862,872 839,436 1,732,456 Interest on Investment Earnings (92) - 452 1,077 1,082 Total Revenues-BAE 392,172 710,491 863,324 840,513 1,733,538 Expenditures Professional Services/Administrative Fees 71,194 89,622 86,287 83.944 173,246 Other Services/Charges 1,410 - - - - Other Services/Charges(Pymts to Other Govt-I - 2,558 - - - Interest Expense - - - - - Developer Assistance 349,941 638,728 776,585 755 492 1,559,210 Total Expenditures -BAE 422,545 730,909 862,872 839,436 1,732,456 Net Income-BAE (30,373) (20,418) 452 1,077 1,082 Projected Ending Fund Balance As of Dec. 31 (78,783) (99,201) (98,749) (98,124) (97,042) 056-BAE -Hazardous Subdistrict TIF#20a Beginning Fund Balance As of January 1 (Estima• (1,312,372) (2,211,649) (2,730,108) (2,730,108) (3,240,796) Revenues Tax Levy 346,167 332,122 325,024 333,458 325,024 Interest on Investment Earnings (1,386) - - - - Total Revenues-BAE -Hazardous Subdistrict 344,781 332,122 325,024 333,458 325,024 Expenditures Professional Services/Administrative Fees 35,975 36,118 32,502 33,346 32,502 Other Services/Charges - - - - - Other Services/Charges(Pymts to Other Govt-T 1,247 1,196 - - - Interest Expense 76,406 78,064 120,224 95,554 113,430 Developer Assistance-(HRA HSS Grant) 1,130,430 735,204 - 715,246 - Total Expenditures -BAE-Hazardous Subdistrict 1,244,058 850,581 152,726 844,146 145,932 Net Income-BAE-Hazardous Subdistrict (899,277) (518,459) 172,298 (510,688) 179,092 Projected Ending Fund Balance As of Dec.31 (2,211,649) (2,730,108) (2,557,810) (3,240,796) (3,061,704) K:\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets.xlsx Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 057-Northstar Station TIF#22 Beginning Fund Balance As of January 1 (Estima• (315) (10,848) 131,447 131,447 264,925 Revenues Tax Levy - 182,802 158,385 147,557 290,196 Interest on Investment Earnings (35) 22 658 677 1,345 Transfer In from other Funds - - - - - Total Revenues -Northstar Station (35) 182,824 159,043 148,234 291,541 Expenditures Professional Services/Administrative Fees 10,498 40,529 15.838 14,756 29,020 Other Services/Charges - - - - - Other Services/Charges(Pymts to Other Govt-I - - - - - Capital Outlay - - - - - Total Expenditures -Northstar Station 10,498 40,529 15,838 14,756 29,020 Net Income-Northstar Station (10,533) 142,295 143,205 133,478 262,521 Projected Ending Fund Balance As of Dec. 31 (10,848) 131,447 274,652 264,925 527,446 058-Locke Point Park TIF#23 Beginning Fund Balance As of January 1 (Estima• - - (87,919) (87,919) (3,043,950) Revenues Tax Levy - - - - - Sale of Real Estate - - - 646,753 720,000 Interest on Investment Earnings - - 4 - Transfer In from other Funds - - - - - TotalRevenues - - - 646,757 720,000 Expenditures Acquisition of Real Estate - - - 1,214,425 - Professional Services/Administrative Fees - 60,723 - - - Other Services/Charges (Site Improvement-Pret - - - 788,363 - Other Services/Charges - 27,196 - - - Other Services/Charges(Pymts to Other Govt-Taxes) - - - - - Interest Expense - - - - 120,353 Capital Outlay - - - 1,600,000 1,400,000 Total Expenditures - 87,919 - 3,602,788 1,520,353 Net Income - (87,919) - (2,956,031) (800,353) Projected Ending Fund Balance As of Dec.31 - (87,919) (87,919) (3,043,950) (3,844,303) K'.\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets.xlsx Fridley Housing & Redevelopment Authority 2019 Budget 2016 2017 2018 2018 2019 Account Description Actual Actual Budget Revised Budget 059-N.Stacks 8 TIF#24 Beginning Fund Balance As of January 1 (Estima - - - - - Revenues Tax Levy - - - - - Interest on Investment Earnings - - - - - Transfer In from other Funds - - - - - Total Revenues - - - - - Expenditures Professional Services/Administrative Fees - - - - - Other Services/Charges - - - - - Other Services/Charges(Pymts to Other Govt-T - - - - - Capital Outlay - - - - - Total Expenditures - - - - - Net Income - - - - - Projected Ending Fund Balance As of Dec.31 - - - - - 065-Housing Replacement(1997-2029)Scattered Site Beginning Fund Balance As of January 1 (Estima 153,881 178,529 213,484 213,484 243,964 Revenues Tax Levy 30,162 37,398 32,677 32,677 32,677 Interest on Investment Earnings 1,263 1,460 1,089 1,071 1,223 Sale of Misc Property - 1,000 - - - Miscellaneous Revenues - - - - - Total Revenues-Housing Replacement 31,425 39,858 33,766 33,748 33,900 Expenditures Professional Services/Administrative Fees 6,777 4,903 3,268 3.268 3,268 Other Charges - - - - - Services Contracted (Mowing Contract) - - - - Other Services&Charges/Pymts to other govts- - - - - - Capital Outlay/Building (Home Demolitions) - - - - - Transfer to Other Funds(General Fund) - - - - - Total Expenditures-Housing Replacement 6,777 4,903 3,268 3,268 3,268 Net Income-Housing Replacement 24,648 34,955 30,498 30,480 30,632 Projected Ending Fund Balance As of Dec. 31 178,529 213,484 243,982 243,964 274,596 K.\HRA\HRA Budgets\2019 Budget\2019 HRA Budgets.xlsx Fridley Housing & Redevelopment Authority 2019 Estimated Fund Balances for All Funds 2018 2019 2019 2019 Estimated Estimated Ending Estimated Estimated Ending Fund Description Fund Balance Revenues Expenditures Fund Balance 001 -General Fund $ 13,769,241 $ 1,738,137 $ 565,844 $ 14,941,534 Special Revenue Fund 020- Housing Loan Programs $ 2,911,939 $ 69,673 $ 274,200 $ 2,707,412 Capital Projects Funds 045- Lake Pointe (1985-2025) $ (297,717) $ 589,318 $ 558,601 $ (267,000) 047- University/Osborne (1992-2018) 407,273 - 407,273 - 048- McGlynn (1992-2019) 226,971 52,351 279,322 - 049- Satellite Lane Apts (1995-2023) 251,229 47,437 298,666 - 051 -Gateway East(2001-2028) (282,568) 38,608 - (243,960) 052 -Gateway West (2005-2032) (329,010) 32,379 - (296,631) 053 - Main Street (2009-2034) (5,304) 139,446 139,207 (5,065) 054 -Gateway Northeast(2017-2042) (3,988,884) 430,648 202,929 (3,761,165) 055 - BAE -Superfund Site (98,124) 1,733,538 1,732,456 (97,042) 056 - BAE - Hazardous Subdistrict (3,240,796) 325,024 145,932 (3,061,704) 057 - Northstar Station 264,925 291,541 29,020 527,446 058- Locke Point Park (3,043,950) 720,000 1,520,353 (3,844,303) 059- N.Stacks 8 - - - - 065- Housing Replacement(1997-2029) Scattered 243,964 33,900 3,268 274,596 Total Capital Projects Funds $ (9,891,991) $ 4,434,190 $ 5,317,026 $ (10,774,827) Total All Funds $ 6,789,189 $ 6,242,000 $ 6,157,070 $ 6,874,119 ACTION ITEM HRA REGULAR MEETING Fr:al DECEMBER 6, 2018 Date: November 29, 2018 To: Wally Wysopal, Executive Director From: Paul Bolin, Asst. Executive HRA Director Subject: Approval of Redevelopment Agreement — LPP Phase 2 - Lennar Over the past few years, HRA & City Staff met with more than a dozen builders / developers and brought a number of groups in to meet with the Authority and Council. In September, Lennar was chosen as the development partner to build on the remaining vacant land. Lennar proposed two different townhome products, totaling 72 units, spread across the area south of the pond and the former Public Works site. The Lennar products use mixes of materials and architectural features to provide interest and variety to their designs. Buildings are finished in specific color patterns to provide a uniform appearance to the development. The buildings are finished with LP siding, rather than vinyl. m 'f .V € •w,nr, 1. la I v.n..7:4 r w- A .,. Lennar— Updated Plan 1 ,.6, 11 :t 1 ! , n m_` et ji. 9 - '' iii — j I !l # � sa x r 1 -: i, --'-'''';',..'4.- FL Li ,_ �`- a . Lennar-Proposed Products as1 _. Lennar— View Across Pond Staff and Lennar attorneys have spent the past few months working on the redevelopment contract. The contract is verysimilar to the other redevelopment contracts the Authority has approved on other projects. The contract protects the Authority and has mechanisms built in to guarantee the utilities and private roadways are installed. Once the contract is approved, Lennar will move forward with platting the property and having their master site plan approved by the Planning Commission and City Council. Lennar anticipates breaking ground later this spring. Recommendation: Staff recommends that the Authority adopt the attached resolution approving the attached redevelopment contract with the Lennar group. 4812-4295-0017,v. 1 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY COUNTY OF ANOKA STATE OF MINNESOTA RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF A CONTRACT FOR PRIVATE REDEVELOPMENT BY AND BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY MINNESOTA AND U.S. HOME CORPORATION BE IT RESOLVED by the Board of Commissioners (the "Board") 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 U.S. Home Corporation, a Delaware corporation (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 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 conditions are met: 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 , 2018. Chairperson ATTEST: Executive Director 4827-9949-8369,v. 1 2 EXECUTION DATE: CONTRACT FOR PRIVATE REDEVELOPMENT by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA and U.S. HOME CORPORATION This document was drafted by: MONROE MOXNESS BERG PA 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 {00147671 8} 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 {00147671 8} j 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. Letter of Credit as Security for Performance 16 Section 6.4 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 Intentionally Omitted 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 SIGNATURE PAGES 25 SCHEDULE A Description of Redevelopment Property 27 SCHEDULE A-1 Depiction of Redevelopment Property(Phase 1 and Phase 2) 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 {00147671 8} ii SCHEDULE E Existing Environmental Reports 33 SCHEDULE F Declaration of Restrictive Covenants and Prohibition Against Tax Exemption 34 SCHEDULE G Minimum Improvements {00147671 8} iii CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT is made as of the day of , 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 U.S. Home Corporation, a Delaware corporation(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 Defmitions 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. "Approved Dwellings" means the approximately Seventy-two (72) dwelling units to be constructed by Redeveloper within the Redevelopment Property,consisting of,for Phase 1, twenty nine (29) Carriage Urban Row Townhomes and twenty one (21) Colonial Patriot Row Townhomes;and for Phase 2,nine(9)Carriage Urban Row Townhomes and thirteen(13)Colonial Patriot Row Townhomes, all in an HOA maintained community as described further in this Agreement. The final number of Approved Dwelling units will be as set forth in the approved preliminary plat for the Redevelopment Property. "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. {00147671 8} 2 "City"means the City of Fridley, Minnesota, its successors or its assigns. "Closing" or "Closing Date" means each date on which a Phase of 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 the preliminary plat application package as required and approved by the City, including landscaping plans, grading plans, utility and street plans; (b)together with any required building plans the City will require to receive preliminary plat approval; (c) such other plans or supplements to the foregoing plans as the Authority may reasonably request; and (d) 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 the Model Homes, together with the internal drive and private streets within the Redevelopment Property to be constructed by Redeveloper in accordance with the approved Construction Plans. "Minnesota Environmental Rights Act" means Minnesota Statutes, Section 116B.01 et seq., as amended. "Model Homes" means the two (2) model homes (one Carriage Urban Row and one Colonial Patriot constructed within Phase 1 in accordance with the approved Construction Plans. "Phase" means the portion of the Redevelopment Property purchased by Redeveloper at each Closing, consisting of"Phase 1" and"Phase 2"as depicted on Schedule A-1 attached hereto. "Project"means the Redevelopment Property,the Public Improvements and the Minimum Improvements. "Project Area"means Redevelopment Project No. 1 established by the Authority. {00147671 8} 3 "Public Improvements"means the public improvements to be performed or constructed by the Redeveloper on or adjacent to the Redevelopment Property as described in Schedule D and in accordance with the final Construction Plans approved by the City. "Purchase Price" means $10,000 per housing unit to be contained within the Phase to be purchased, as set forth on Schedule G. "Preliminary Plans" means the typical floor plans and sketches of the proposed exterior and interior of the Approved Dwellings attached hereto as Schedule G. "Redeveloper" means U.S. Home Corporation, a Delaware corporation, and its permitted successors and assigns. "Redevelopment Plan" means the Redevelopment Plan adopted by the Authority for its Redevelopment Project No. 1, as amended. "Redevelopment Property" means the real property described in Schedule A attached hereto, consisting of approximately eight (8) acres of land, which will be replatted to include approximately seventy-two (72) townhome units and a park outlot (which park outlot is to be retained by the Authority). "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 for Phase 2 or this Agreement is terminated pursuant to Section 7.2 or Section 7.3. "Unavoidable Delays" means delays which are the direct result of strikes or other labor troubles, material shortages, 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 {00147671 8} 4 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 or causes material shortages, 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 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, and covenants with Redeveloper as follows: (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. 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 effect 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 in Article III, below, shall at each Closing convey title to the applicable Phase of the Redevelopment Property pursuant to Article III to the Redeveloper for the Redeveloper's use in accordance with 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 {00147671 8) 5 condition (regarding soils, pollutants, hazardous wastes or otherwise), except as described in Section 2.1(h). (h) 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). (i) 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. (j) 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 Redevelopment Property. (k) 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. (1) 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). (m) 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 (n) Intentionally Omitted. {00147671 8} 6 (o) Intentionally Omitted. Section 2.2. Representations, Warranties and Covenants by the Redeveloper. The Redeveloper represents, warrants and covenants, as applicable, that: (a) The Redeveloper is a corporation organized and existing under the laws of the State of Delaware, 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 precedent 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 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, building permit fees, sewer accessibility charges (SAC), water accessibility charges (WAC) and park dedication fees. (0 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 reasonably cooperate with the Authority with respect to any litigation commenced by third parties against the Authority in connection with this Agreement (it being the intention of the parties that each of the parties will bear its own costs in the event that both the Redeveloper and the Authority are named in such litigation). {00147671 8) 7 (h) The Redeveloper does not require financing for the acquisition of the Redevelopment Property or the construction of the Public Improvements and the Minimum Improvements. (i) Redeveloper will take no action to cause the Minimum Improvements to become exempt from the levy of ad valorem property taxes,or any statutorily authorized alternative,before December 31, 2045. (j) 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. Notwithstanding the foregoing, concurrent with the recordation of a Certificate of Completion as to a Phase, the Authority shall cause to be recorded a release from the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption only those certain lots in a Phase identified by Redeveloper as to be conveyed by Redeveloper to a homeowners association("HOA") formed by Redeveloper and which lots relate to the common areas of the Redevelopment Property, which lots are to be identified accordingly on the plat of the Property(collectively,the"HOA Lots"). In no event shall the HOA Lots contain Minimum Improvements. Redeveloper agrees that it shall be restricted from conveying the HOA Lots to the HOA until a Certificate of Completion is issued for a Phase. ARTICLE III Conveyance of the Redevelopment Property; Undertakings of Authority and Redeveloper Section 3.1. Conveyance of the Redevelopment Property. (a) Title. The Authority shall convey 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 Redeveloper shall order within thirty (30) days following the date of this Agreement a commitment for an owner's title insurance policy(ALTA Form B) issued by North American Title Company, 5001 American Boulevard West, Suite 300, Bloomington, Minnesota 55437 (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 {00147671 8) 8 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. Developer shall cause Title Company to concurrently deliver a copy of the Commitment to the Authority. Within thirty (30) days following the date of this Agreement, Redeveloper shall, at its sole cost and expense, order a Survey of the Redevelopment Property. Should Redeveloper fail to order a Survey within the time frame set forth hereinabove, the fifteen (15)day time period for the issuance of title objections by the Redeveloper shall commence to run fifteen days from the Redeveloper's receipt of the Commitment. Should the Redeveloper fail to timely order a Survey and such Survey is not received by Redeveloper prior to the deadline for issuance of title objections, Redeveloper shall be deemed to have waived all Survey objections, and the Authority shall not be obligated or required to executed a survey affidavit or"no-change" affidavit for Title Company in order to afford Redeveloper the ability to obtain survey coverage or the deletion of survey exceptions. The Redeveloper will be allowed fifteen(15)days after receipt of the later 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 no 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), (ii) or (iii), 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 each 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 convey the Redevelopment Property("Survey"). (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 applicable 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) Intentionally omitted. {00147671 8} 9 (iii) 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 of the applicable Phase of the Redevelopment Property. In the event that Redeveloper has not terminated this Agreement and thereafter proceeds to Closing, Redeveloper shall be deemed to have selected option(c)(iii)above as to such Phase of the Redevelopment Property. (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 portion of the Purchase Price applicable to the Phase being acquired by Redeveloper. The Authority shall execute and deliver to the Redeveloper a Redevelopment Property Deed at each 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 the Phase 1 Closing prior to the delivery and recordation of the Redevelopment Property Deed for Phase 1,and which is to be recorded at the Phase 2 Closing prior to the delivery and recordation of the Redevelopment Property Deed for Phase 2. The conveyance of title to 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 Title Company shall promptly record the Redevelopment Property Deed following payment of the applicable Purchase Price at each Closing. Each 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. Redeveloper shall pay the applicable Purchase Price at each Closing. The Closing for Phase 1 shall occur on the later of(i)April 15,2019 or(ii)ten(10)days following final plat approval. The Closing for Phase 2 shall occur within twenty four (24) months of the Phase 1 Closing Date. Each 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 and prior to the Termination Date 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 6.4) 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 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 {00147671 8) 10 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 each Closing shall be paid by the Authority. Real estate taxes due and payable in the year of each Closing shall be allocated between the parties based on their respective period of ownership in the year of each Closing. Real estate taxes due and payable in the years subsequent to each Closing shall be paid by the Redeveloper. The Authority shall pay all special assessments pending or levied as of the Closing Date for such Phase. The Redeveloper shall pay all other special assessments levied after the Closing Date for such Phase. 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. The Authority agrees to reasonably cooperate with Redeveloper's applications with respect to the Redevelopment Property. Section 3.2. Intentionally Omitted. Section 33. 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. {00147671 8} 1 1 (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. (vi) The Authority shall have approved the preliminary plat for the Project, including, but not limited to the number of units, the trailways, outlots and easements located thereon. (b) The obligation of the Redeveloper to purchase the Redevelopment Property at Closing shall be subject to the following conditions precedent("Redeveloper Conditions"): (i) There shall be no change in the environmental condition of the Redevelopment Property since the effective date of Redeveloper's environmental consultant's report. Redeveloper shall not have become aware of or discovered any environmental condition or matter relating to the Redevelopment Property that would subject or potentially expose Redeveloper to any(i) fee, cost, expense, obligation or liability in regard to the Redevelopment Property, or (ii) impairment to Redeveloper's construction operations or marketing efforts with respect to the sale of residential homes, as determined by Redeveloper in the exercise of reasonable discretion. 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 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 this Agreement shall be true as of each Date of Closing and the Authority shall so certify in writing at each 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 for the Phase being acquired; (vii) Redeveloper shall have received all necessary final, non-appealable approvals of a final plat of the Redevelopment Property, in form and {00147671 8} 12 substance acceptable to Buyer, in its sole discretion, from the City and any other necessary 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, the Authority and any other appropriate governmental authorities, and significant architectural modifications are not required to such Construction Plans; (x) Within 15 days following Redeveloper's receipt of preliminary plat approval for the Redevelopment Property, Redeveloper shall have received written approval of the Corporate Investment Committee ("Investment Committee")of Lennar Corporation,its parent company. No waiver of such condition shall be implied, but shall be expressed, if at all, only by written notice from Buyer specifically waiving such condition; and (xi) Redeveloper's Preliminary Plans shall have been approved by the City, the Authority and any other appropriate governmental authorities together with all final floor plans and sketches of the proposed exterior and interior of the Minimum Improvements. (c) In the event the aforementioned conditions precedent of the Authority or of the Redeveloper are not satisfied by the applicable Closing Date (except as otherwise set forth hereinabove with respect to corporate approval deadline),either party shall have the right to extend the Closing Date by an additional 30 days by notifying the other party in writing. Thereafter the parties may extend the Closing until the conditions precedent are satisfied only by mutual written agreement. In the event the parties cannot reach such mutual agreement for such additional extension, and Redeveloper has not waived the Redeveloper Conditions in writing,then Authority may give notice of termination to Redeveloper following the scheduled Closing Date and this Agreement shall automatically terminate ten (10) business days following such notice of termination, unless within such 10-day period Redeveloper gives written notice of waiver or satisfaction of the Redeveloper Conditions and proceeds to Closing (except for the corporate approval condition, in which event if the written notice regarding the waiver of same is not received within thirty(30) days following Redeveloper's receipt of preliminary Plat approval for the Redevelopment Property, the Authority shall have the right to give notice of termination to Redeveloper and shall not have to wait until the scheduled Closing Date to do so, in which event this Agreement shall automatically terminate ten (10) business days following such notice of termination, unless within such 10-day period Redeveloper gives written notice of waiver of the corporate approval condition). If this Agreement is terminated as provided herein, neither party shall have any further rights or obligations hereunder, except those indemnification obligations which expressly survive such termination. {00147671 8) 13 Section 3.4. Documents at Closing. (a) At each 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 by wire transfer of readily available 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 Section 4.1. Construction of Public Improvements. Redeveloper shall, at its sole cost and expense, construct on each Phase of the Redevelopment Property the Public Improvements. Subject to Unavoidable Delays, Redeveloper will complete the Public Improvements for Phase 1 {00147671 8) 14 within eighteen (18)months following the Phase 1 Closing and Public Improvements for Phase 2 within twelve (12)months following the Phase 2 Closing. Section 4.2. Construction of Minimum Improvements. (a) Following conveyance by the Authority of Phase 1 of the Redevelopment Property, the Redeveloper shall, at its sole cost and expense, construct thereon the Minimum Improvements for Phase 1. (b) Subject to Unavoidable Delays, Redeveloper will complete the Model Homes as soon practicable,but no later than twelve(12)months following the Phase 1 Closing. (c) Subject to Unavoidable Delays, Redeveloper will complete the remaining Minimum Improvements for each Phase within the time frames established for the Public Improvements in Section 4.1, above. (d) 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 $250,000 per unit; provided all parties acknowledge that Redeveloper does not control market prices and fair market value determinations. Floor plans and home designs will be consistent with the plans included in the Preliminary Plans. The Redeveloper shall construct the Minimum Improvements in accordance with the Construction Plans approved by the City. Section 4.3. Preliminary Plans and Construction Plans. (a) Preliminary Plans. Together with Redeveloper's application for preliminary plat approval, 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. Together with Redeveloper's application for preliminary plat approval, 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 {00147671 8) 15 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) For each Phase, promptly after completion of: (i) the Public Improvements (as evidenced by the documentation set forth in Section 4.4(c)); and(ii)the Minimum Improvements (as evidenced by the documentation set forth in Section 4.4(c)), the Authority will furnish the Redeveloper with a Certificate of Completion therefor; provided the Models Homes are a part of the Minimum Improvements for Phase 1 only; and provided further that in addition to the forgoing requirements, Redeveloper shall have received a certificate of occupancy for ten (10) Approved Dwellings within Phase 1 before the Authority will issue a Certificate of Completion for Phase 2. The Certificate of Completion shall be a conclusive determination and conclusive evidence of the satisfaction and termination of all of the agreements and covenants in this Agreement and in the Redevelopment Property Deed for the applicable Phase, including without limitation the Authority's right of re-entry and reverter rights in Section 7.7 below. The Authority may issue the Certificate of Completion through administrative action of the Executive Director and Chairperson, without the need for a public hearing. (b) If the Authority believes the Redeveloper has failed to complete the Public Improvements and the Minimum Improvements for a Phase, or the Authority refuses or fails to provide a Certificate of Completion for a Phase,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 Minimum Improvements for such Phase in accordance with the provisions of this Agreement, and what measures or acts will be reasonably necessary, for the Redeveloper to perform in order to obtain the Certificate of Completion for such Phase. (c) The construction of the Model Homes for Phase 1 shall be deemed to be completed in accordance with the Redeveloper's obligations hereunder when the City has issued a certificate {00147671 8) 16 of occupancy for both Model Homes. The construction of the Public Improvements for each Phase shall be deemed to be completed in accordance with the Redeveloper's obligations hereunder when the City has accepted the Public Improvements in writing. The Authority shall accept the Public Improvements in writing if Redeveloper has constructed the same in accordance with the approved Construction Plans. (d) Prior to issuance of a Certificate of Completion, Approved Dwellings may be released from this Agreement only pursuant to this Section 4.4(d). Once a certificate of occupancy is issued for the Model Homes and Redeveloper has posted the letter of credit as provided in Section 6.3, each Approved Dwelling within the Redevelopment Property shall be deemed released from the obligations of this Agreement and this Agreement may be disregarded as to such Approved Dwelling upon substantial completion of the Approved Dwelling without further action by the Authority, City or Developer and without need to record a separate release. Substantial completion will occur when the City issues a certificate of occupancy for the Approved Dwelling. Such certification by the City shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement as to such Approved Dwelling. 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 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 (00147671 8) 17 of 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 issuance of a Certificate of Completion for a Phase, as to such Phase: (a) 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 required. Any such transfer shall be subject to the provisions of this Agreement. Notwithstanding the foregoing, the Redeveloper may, after the Closing on a Phase and after either(i) the issuance of a Certificate of Completion for such Phase, or(ii) the posting of a letter of credit pursuant to Section 6.3: {00147671 8} 18 (i) Transfer the Phase of 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 the HOA Lots to the HOA 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 {00147671 8} 1 9 (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. Letter of Credit as Security for Performance. Once a certificate of occupancy is issued for the Model Homes, if Redeveloper has not completed the Public Improvements and remaining Minimum Improvements(exclusive of the Model Homes)for a Phase,but Redeveloper desires to obtain building permits and commence construction of the Approved Dwellings within such Phase, Redeveloper may post with the City as security for performance of Redeveloper's obligations, a customary letter of credit in form reasonably acceptable to the City in the amount of all unfinished Public Improvements and Minimum Improvements(exclusive of the Model Homes) for such Phase. The Redeveloper and the City Engineer will work cooperatively to determine the scope of and cost to complete any unfinished work as shown on the approved Construction Plans. Upon posting of the letter of credit, Redeveloper may take any action which was otherwise previously permitted to be taken only after issuance of a Certificate of Completion. Section 6.4. 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 Redeveloper 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 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 t-unination 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 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 {00147671 8} 20 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. (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 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 {00147671 8} 21 (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 (or if the default is of a nature that cannot reasonably be cured within 30 days, then such additional time as may reasonably be required provided Redeveloper promptly commences such cure and diligently pursues the same to completion, but in no event in excess of 180 days from the date of the initial written notice 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. (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 as to the Phase of the Redevelopment Property for which a Certificate of Completion has not been issued and/or as to the Phase of the Redevelopment Property for which a Closing has not yet occurred. (c) The Authority may withhold its Certificate of Completion: (i) in the event the Model Homes are not completed within the time period required by Section 4.2(a), or (ii) in the event the Public Improvements are not completed within the time period required by Section 4.1(a). 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. (e) Exercise its rights of re-entry and reverter as set forth in the Redevelopment Property Deed. {00147671 8} 22 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 the Phase 1 Closing,and Redeveloper fails to cure within the time period provided in this Agreement, 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 the Phase 1 Closing, and Redeveloper will not be liable for damages (except for those arising out of indemnification obligations set forth herein) or specific performance. In the event that any Event of Default by Redeveloper occurs after the Phase 1 Closing, but prior to the Phase 2 Closing, and Redeveloper fails to cure within the time period provided in this Agreement,should Such Event of Default relate to the default by Redeveloper of its obligations under Section 4.1 and 4.1(a) of this Agreement as to Phase 1, the Authority's remedies shall include the rights of re-entry and reverter as set forth in the Redevelopment Property Deed. 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 remedies 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) pursuit of due diligence, engineering and survey work for the Redevelopment Property(including without limitation, completing the Survey,preparation of the preliminary and final plat, 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(a)prior to the Closing on Phase 1, $50,000, or(b) if after the Closing on Phase 1 but prior to the Closing on Phase 2, $20,000. 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. {00147671 8} 23 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,for each Phase,the construction of the Public Improvements and the Model Homes (for Phase 1) (including the failure to meet the deadline for the completion of such Public Improvements or Model Homes), 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 such longer time period as may reasonably be required under the circumstances,provided Redeveloper promptly commences such cure and diligently pursues the same to completion,but in no event in excess of 180 days from the date of the initial written demand from the Authority); 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 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 {00147671 8} 24 (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), 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 provide Redeveloper ninety (90) days(or such longer time period as may reasonably be required under the circumstances,provided Redeveloper promptly commences such cure and diligently pursues the same to completion, but in no event in excess of 180 days from the date of the initial written notice from the Authority) to cure the deficiency or default of the Redeveloper. If the Redeveloper fails to cure any and all deficiencies and defaults by the Redeveloper in the time period set forth herein,then the Authority shall have the right to re-enter and re-take possession of any Phase of the Redevelopment Property for which a Certificate of Completion has not been issued 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 each Phase 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, post Closing on such Phase, 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 Phase of the Redevelopment Property so affected,and that such title and all rights and interests of the Redeveloper, and any assigns or successors in interest to and in such Phase of 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 a Phase for which a Certificate of Completion has been issued. 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 Intentionally Omitted. 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 {00147671 8} 25 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: U.S.Home Corporation 16305 36th Avenue North, Suite 600 Plymouth,MN 55446 Attn: Jonathan Aune With a copy to: Lennar Corporation 3030 N. Rocky Point Dr.W. Tampa,FL 33607 Attn: Phil Wolf,Region Counsel And to: Vantage Law Group,PLLC 125 SE Main Street, Suite 250 Minneapolis,MN 55414 Attn: Jerry Perron (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. {00147671 8} 26 Section 8.6. Law Governing. This Agreement will be governed and construed in accordance with the laws of the State. 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. Signatures. Authority hereby acknowledges and confirms that Authority has been apprised of the corporate policy of Redeveloper to the effect that all contracts and contract amendments entered into by Redeveloper regarding the purchase or development of land must be executed by both (i) either the Region President, Region Vice President or Region Counsel and (ii) another Vice President of Redeveloper, and Redeveloper shall not be bound under this Agreement unless it has been so executed. Section 8.9. Blackout Provision. Notwithstanding anything to the contrary set forth in this Agreement, Redeveloper shall not be obligated to make any payment hereunder, nor shall Redeveloper be obligated to close on the purchase of the Redevelopment Property under this Agreement, at any time during the last five (5) business days of the months of February, May, August or November (each, a "Blackout Period"). Any payment that would otherwise be due during a Blackout Period shall be due and payable on the third (3rd) business day after the applicable Blackout Period. A Closing that would otherwise occur during any Blackout Period shall occur on the third (3rd)business day after the applicable Blackout Period. Section 8.10. 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) {00147671 8} 27 Dated: , 20 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 Authority Signature Page - Contract for Private Redevelopment {00147671 8} 28 Dated: , 20 U.S. HOME CORPORATION By: Name: Jonathan Aune Its: Vice President—Minnesota Land Division Date: , 2018 and By: Name: Its: Date: , 2018 STATE OF MINNESOTA ) )ss COUNTY OF ) On this day of , 20_,before me, a Notary Public,personally appeared , the of U.S. Home Corporation, a Delaware corporation, and acknowledged the foregoing instrument on behalf of said corporation. Notary Public {00147671 8} 29 STATE OF ) )ss COUNTY OF ) On this day of , 20_,before me, a Notary Public,personally appeared , the of U.S. Home Corporation, a Delaware corporation, and acknowledged the foregoing instrument on behalf of said corporation. Notary Public Redeveloper Signature Page- Contract for Private Redevelopment {00147671 8} 30 SCHEDULE A DESCRIPTION OF REDEVELOPMENT PROPERTY [Subject at all times to the approval of the preliminary plat by the Authority and less those portions of the property to be set aside as a park outlot and less an outlot consisting of the trailway adjacent to the ponding] {00147671 8) 3 1 SCHEDULE A-1 DEPICTION OF REDEVELOPMENT PROPERTY (Phase 1 and Phase 2) {00147671 8) 32 „ . .., 1..if; :..,' 0,..„. :e , ,- : ,f ' ” '• ' -. ...... ..„,..... -,-- JPl.e ' Jj i k.1141i ''-)74.1 i.....,, Ji i I ' < Vo i ,;- a ---- ZEIL"' i.,','-...--,':_:--,---..-,:-.,-,.-:. Ca a j 4:7,iii iitio ' it'i4itilb— —7 4 F M "-j'''"'- ‘.. • ;TI • ' • .4.oFIP.; I — 7171k*Tri ' _ _ •,,, aii..is .,..A, ,.. ,,, .:., ,, (..,„,;.111 f D. i. C3 i1-: •- : A: . - IMO ., On ' '''l ,' 7 in ANN 1 • - - '`- Padizi ..' % *AP . ' Ct. I -, W ' • 4—, - ) J . ii.,- -ii,..- .. ..0 - .,..--... , .,-,) .-? -i. • ,,, 4„...... .....—....... . ,...... .,...4: c c, ,,,.....„ 0 . 1 — • 7:. 1 •'--- • ir _.,,,. . . 1111 A '....* ,,....„ ..6.444 ,,' Marv.Hr4;',.-Aour km, f00147671 81 33 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 U.S. Home Corporation, a Delaware corporation (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 U.S. Home Corporation, a Delaware corporation,dated ,20_(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. Grantee shall not convey any portion of the premises described in Exhibit 1 to a third party until and unless a Certificate of Completion and Release of Forfeiture is recorded. Check box if applicable: ❑ Grantor certifies that Grantor does not know of any wells on the described real property. E l 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. 00147671 8; 34 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 (952) 885-5999 {00147671 8} 35 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 U.S. Home Corporation, a Delaware corporation(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 (00147671 8} 36 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 {00147671 8) 37 SCHEDULE D PUBLIC IMPROVEMENTS The Redeveloper shall construct the following Public Improvements: Extension of sewer, water and stormwater utilities from the boundary of the Redevelopment Property through each Phase acquired by Redeveloper, and, as to Public Improvements for Phase 1, such utilities are to be extended to the southeasterly boundary of Phase 1 as shown on the approved Construction Plans. {00147671 8) 3 8 SCHEDULE E EXISTING ENVIRONMENTAL REPORTS List of Braun Intertec Documents—City of Fridley Civic Center Redevelopment: General Excavation Report Worksheet, Columbia Arena, 7011 University Avenue NE, Fridley, Minnesota, January 12, 2007 Prepared for the National Sports Center Foundation Environmental Assessment Former Columbia Arena, 7011 University Avenue Northeast, Fridley, Minnesota, October 27, 2014 Response Action Plan, Former Columbia Ice Arena, 7011 University Avenue Northeast, Fridley, Minnesota, March 19, 2015 Phase I Environmental Site Assessment, City of Fridley Redevelopment, 400 71'Avenue Northeast, 6911 University Avenue NE, 7011 University Avenue NE, Fridley, Minnesota, December 23, 2015 Response Action Plan Implementation Report, Former Columbia Ice Arena, 7011 University Avenue Northeast, Fridley, Minnesota, January 4, 2016 Investigation Report Form, City of Fridley, 6431 University Avenue NE, January, 11, 2016 Environmental Investigation Report, City of Fridley Public Works facility/Fire Training Center, 400 71St Avenue Northeast, Fridley, Minnesota, April 22, 2016 Environmental Investigation Reports, City of Fridley Redevelopment, 6911 University Avenue Northeast, Fridley, Minnesota, April 22, 2016 Geotechnical Evaluation Report, Proposed Mixed Development, 400 71st Avenue NE, 6911 and 7011 University Avenue NE, Fridley, Minnesota, September 12, 2016 Environmental Assessment, City of Fridley Civic Center Development, 400 71st Avenue Northeast, 7011 University Avenue Northeast, Fridley, Minnesota, March 2, 2017 Response Action Plan—Revised, City of Fridley, Civic Center Development, Fridley, Minnesota, VIC site ID VP31900, PBP Site ID PB4683, March 16, 2017 Non-Destructive Hazardous Building Materials Inspection Report, City of Fridley 400 — 71st Avenue NE, Fridley, Minnesota, April 14, 2017 Phase I Environmental Site Assessment, City of Fridley Redevelopment, 400 71St Avenue Northeast, 6911 University Avenue NE, 7011 University Avenue NE, Fridley, Minnesota, May 2, 2017 {00147671 8} 39 Geotechnical Evaluation Report, South Locke Park Pointe Road Alignment, 7011 University Avenue NE, Fridley,Minnesota May 2, 2018 Asbestos Abatement Project Outline, City of Fridley, City of Fridley Public Works Facility, 400 71st Avenue NE, Fridley, Minnesota June 8, 2018 Environmental Investigation Report, Environmental Evaluation, South Locke Park Pointe Road Alignment, 7011 University Avenue NE, Fridley, Minnesota, June 15, 2018 Post-Abatement Documentation and On-Site Air Monitoring Report, City of Fridley Public Works Facility, 400 71st Avenue NE Fridley, Minnesota, August 30, 2018 Removal of Underground Storage Tanks, VIC Site ID VP31900, PBP Site ID PB4638, City of Fridley Civic Center Development, 7011 University Avenue NE, Fridley, Minnesota, September 30, 2018 Pending: Geotechnical/Environmental Investigation results, former Drainage Swale, Proposed Redevelopment—Pending Receiving Laboratory data for PFAS samples, Final Geo will go out next week. List of Documents—Others—City of Fridley Civic Center Redevelopment Asbestos & Regulated Water Assessment, Columbia Development, Carlson McCain November 23, 2010 Geotechnical Evaluation, Columbia Development, Carlson McCain, October 12, 2010 Phase I Investigation Columbia Arena, City of Fridley, Carlson McCain, July 18, 2014 Fridley Civic Center, Wetland Delineation Report, Wenck Associates, September 2016 {00147671 8) 40 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. {00147671 8} 41 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 Drafted By: MONROE MOXNESS BERG PA (JRC) 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 {00147671 8} 42 Exhibit A to Declaration of Restrictive Covenants and Prohibition Against Tax Exemption Legal Description {00147671 8} 43 SCHEDULE G PRELIMINARY PLANS [See attached 39 pages—Lennar Presentation dated July 30, 2018] {00147671 8} 44 ACTION ITEM HRA REGULAR MEETING Fridley DECEMBER 6, 2018 Date: November 29, 2018 To: Wally Wysopal, Executive Directo From: Paul Bolin, Asst. Executive HRA Director Subject: Transfer of City Property to HRA to Facilitate Redevelopment Earlier this year, the Fridley HRA developed an Exclusive Negotiations Agreement with Steve Dunbar of Ivy Properties to redevelop the existing Municipal Center. Dunbar is working with Ebenezer Homes, part of Fairview Health Services, to develop a 134 unit senior"with services" building. The building would include assisted living as well as memory care units. Ivy Properties plans to build and own the property, as Ebenezer prefers to work with development/investment groups than to build and own the building. Currently, the Authority owns portions of the property, and the City owns others. When the City transfers property it is done by ordinance. On November 26th, the City Council held the first reading of an ordinance to transfer their property to the Authority. The second reading of the ordinance is on their December 10th agenda. '` , The Cit owns Lot 6, Lots 8,9,10,11,12,13, '` ',1,14,1 , Block 1, Fridley Plaza Center, Anoka ' 4 ; _ County, Minnesota (shown in blue). These ~i. ; i � parcels include most of the City Hall " E' ' building and plaza area, including the police (4 garage. 7These parcels include the access drive between 6499 University and City Hall, City Hall parking lot, 6401 University's t-, parking lot, some of 6341 _j t University's parking lot, and a small area I , , near Fourmies and 6401 University. ,7 p „ M i , t1w,. In addition, the University Avenue frontage road between Mississippi Street and Fourmies Avenue is planned to be vacated. This would give an additional 38 feet of property to each parcel along the frontage road. The right of way to be vacated, is included in this transfer. The property is to be sold to the Dunbar group, for the appraised fair market value amount of $2.2M. The Authority will return all proceeds above its' actual costs, and the eligible extraordinary development costs incurred by Dunbar, to the City. This deal structure is typical for HRA redevelopment projects. There is no indebtedness on the property. Attorney Casserly has prepared the attached resolution memorializing these details. Staff Recommendation: Staff recommends the Authority adopt the attached resolution, memorializing how it will pass sales proceeds on to the City. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA COUNTY OF ANOKA STATE OF MINNESOTA HRA RESOLUTION NO. 2018- A RESOLUTION RELATING TO THE DISPOSITION OF THE OLD CITY HALL SITE AND PAYMENT TO THE CITY BE IT RESOLVED by the Board of Commissioners (the "Commissioners") of the Housing and Redevelopment Authority in and for the City of Fridley(the "Authority")as follows: Section 1. Recitals. 1.01 The Authority and the City of Fridley (the "City") wish to redevelop the City Hall Site as described on Exhibit A attached hereto (the "Site"). 1.02 The Authority and the City each own various parcels of the Site as illustrated on Exhibit A. 1.03 The City is transferring ownership of its parcels to the Authority to facilitate and make possible the redevelopment. 1.04 The Authority is currently negotiating with a redeveloper to demolish the existing building, prepare the Site and construct a senior project of approximately 134 units. 1.05 The Authority intends to sell the Site for approximately $2.2M less various reimburseable costs associated with hazardous material abatement and demolition (the "Purchase Price"). 1.06 The Authority has incurred various expenses involving the Site including survey, title, environmental, legal and appraisal, and will incur additional costs in the sale and closing of the Site (the "Authority Expenses"). Section 2. Approvals. 2.01 The Authority hereby accepts those parcels of land in the Site currently owned by the City. 2.02 The Authority staff is hereby directed to continue their negotiations to redevelop the Site. 2.03 Upon the sale of the Site for redevelopment, the Authority shall remit to the City the Purchase Price less the Authority Expenses. PASSED AND ADOPTED BY THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS DAY OF DECEMBER, 2018. , Chairman ATTEST: Walter T. Wysopal, Executive Director 4838-5297-7281,v. 1 "• 0Wil/C y� �� Narvie14� a}. 4 'PrLr(,CtC6SiKetvAte4.F{p. po.:14 iti P r J(qn CfXeh(& `h_ Ape X. 1 c r e' 1 }(L/f YY>�'T`�l p✓u1 ��/YtfAaiMS n 7J•s 40 6ej�w-q'�w.cQ ClkSflw�f7dY+ G7 Kip tvy gm 4pfx. lo( V Ye(a%nt wall easeKkGf{ -098 t ' pevjPY -, jl cP hum oQ►mt� . 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Jai ACTION ITEM Cii}of HRA REGULAR MEETING Fridley DECEMBER 6, 2018 Date: November 29, 2018 To: Wally Wysopal, Executive Director From: Paul Bolin, Asst. Executive HRA Director Subject: Designating Future Expenses — Northstar TIF Funds 11 and 12 The 2008 legislative sessions gave the City of Fridley the ability to create a Transit TIF District and to pool tax increment from 3 existing districts, 11, 12 and 13, to pay for public improvements in and around the Northstar Station Area. Starting this year, the three existing districts begin expiring. In order to spend the remaining funds, nearly $408,000 in TIF District 11 alone, the Authority must designate a use for the funds. The Authority had anticipated spending the funds this fall on a sidewalk extension and replacing a stoplight on East River Road in a joint project with Anoka County. Due to timing issues with design, the work will not be able to be completed until late in the spring/summer of 2019. The work is estimated to cost the Authority approximately $500,000. The attached resolution authorizes the expenditures and allows the Authority to spend the funds from the expiring District#11 with the remaining funds coming from District#12. Staff recommends approval of the attached resolution authorizing funds from TIF Districts 11 and 12 to be spent on various utility improvements in the Northstar TIF District. 4842-6186-5857,v. 1 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA COUNTY OF ANOKA STATE OF MINNESOTA HRA RESOLUTION NO. 2018- A RESOLUTION AUTHORIZING EXPENDITURES FROM TIF DISTRICTS NOS. 11 AND 12 FOR UTILITY IMPROVEMENTS BE IT RESOLVED by the Board of Commissioners (the "Commissioners") of the Housing and Redevelopment Authority in and for the City of Fridley(the "Authority")as follows: WHEREAS, Laws of Minnesota 2008, Chapter 366, Article 5, Section 23 (the "Special Law") allows for the expenditure of tax increment from TIF Districts Nos. 11 and 12 in the Northstar Transit Station District No. 22 (the "Northstar District"); and WHEREAS, various utility improvements including sidewalks, curbs, gutters and a signal light (the "Utility Improvements") are necessary for redevelopment in the Northstar . District; and WHEREAS, the Utility Improvements are eligible expenditures as allowed by the Special Law. NOW, THEREFORE, Be It Resolved that the costs of the Utility Improvements in an amount not to exceed $500,000 shall be paid from tax increment generated from TIF District Nos. 11 and 12 and as of December 31, 2018, the balance in TIF District No. 11 shall be transferred to the Northstar District with the remaining amount to reach a total of $500,000 to be transferred from TIF District No. 12. PASSED AND ADOPTED BY THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS DAY OF DECEMBER, 2018. , Chairman ATTEST: Walter T. Wysopal, Executive Director 4838-6353-0625,v. 1 Fridley HRA Housing Program Summary Cover Page December 6, 2018 HRA Meeting Report Description 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 HES visits for past month and year to date. • Updates were not received from CEE in time for this packet. A verbal update will be provided at next Thursday's meeting. H:\Paul's Documents\HRA\HRA Agenda Items\2018\12 December 6,2018\Housing Program Cover December 2018.docx