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HRA 01/03/2019 January 3,2019 HRA Meeting Regular Meeting Agenda 7:00 p.m. Call to order Roll call. Action Items 1. Approval of Expenditures 2. Approval of December 7, 2018 Meeting Minutes 3. Approval of Resolution Designating Official Depositories 4. Approval of Resolution Designating Official Newspaper 5. Approval of Redevelopment Contract—6431 University Avenue 6. Approval of Amendment to Loan Origination Agreement CEE 7. Approval of Agreement Regarding Issuance of TIF Note—Northern Stacks Informational Items 1. Housing Program Update Adjournment coy of Fridley HOUSING AND REDEVELOPMENT AUTHORITY MEETING OF JANUARY 3, 2018 7:00 p.m. — City Council Chambers Sign-in Sheet Please print name, address and item number you are interested in. Print Name (Clearly) Address Item No. , ‘,t, J (74,..-k--/--1 i 64' 7) c /=i 4 ,c I Check Report City of Fridley, MN By Check Number Date Range: 12/05/2018- 12/19/2018 Fridk 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 12/14/2018 EFT 0.00 313.83 282 PPT:307066 FRIDLEY HRA ICMA 457 12/14/2018 EFT 0.00 126.92 283 hra-623 FRIDLEY,CITY OF 12/12/2018 Regular 0.00 1,004.27 30245 HRA-2619 CONNEXUS ENERGY 12/18/2018 Regular 0.00 1,600.00 30246 HRA-2636 PETERSON COMPANIES INC 12/18/2018 Regular 0.00 225,311.61 30247 HRA-2639 SPACK CONSULTING 12/18/2018 Regular 0.00 10,460.00 30248 Bank Code APBNK-HRA Summary Payable Payment Payment Type Count Count Discount Payment Regular Checks 11 4 0.00 238,375.88 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 0.00 440.75 13 6 0.00 238,816.63 1.2;19/201.8 10:49:56 AM Page 1 of 2 Check Report Date Range:12/05/2018-12/19/2018 All Bank Codes Check Summary Payable Payment Payment Type Count Count Discount Payment Regular Checks 11 4 0.00 238,375.88 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 0.00 440.75 13 6 0.00 238,816.63 Fund Summary Fund Name Period Amount 099 Pooled Cash-HRA 12/2018 238,816.63 238,816.63 12/19/2018 10:49:56 AM Page 2 of 2 CITY OF FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY COMMISSION December 6,2018 Chairperson Pro Tem Eggert called the Housing and Redevelopment Authority Meeting to order at 7:03 p.m. MEMBERS PRESENT: William Holm Stephen Eggert Kyle Mulrooney Elizabeth Showalter MEMBERS ABSENT: Gordon Backlund OTHERS PRESENT: Paul Bolin, HRA Assistant Executive Director Dan Tietner, Finance Director Jim Casserly, Development Consultant Vickie Johnson, Development Consultant Action Items: 1. Approval of Expenditures MOTION by Commissioner Holm to approve the expenditures. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY 2. Approval of November 1,2018 Meeting Minutes MOTION by Commissioner Holm to approve the minutes as presented. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MINUTES APPROVED 3. Approval of Resolution Rescinding Resolution 2014-19, Col. Arena/City Loan Paul Bolin, HRA Assistant Executive Director, said that 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 Housing and Redevelopment Authority Meeting of December 6, 2018 2 anything more than a future private development that would pay for the land and generate tax increment. Mr. Bolin noted that 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 $1M 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. Mr. Bolin said that this 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 generate support this s=approach to make the Authority whole in the project and allow it to repay the City Loan. Staff recommend approval of this resolution. Chairperson Pro Tem Eggert noticed the impact on the budget. Mr. Bolin replied yes, we did include these changes into the budget. There is $200,000 that the City will pay back the HRA for a water main being installed as part of the new parkway to be finished up this spring. The City has funds in the water fund that can pay for things like a new water main. Commissioner Holm asked how long does the TIF district would run and when the closing date would be for the district. Mr. Bolin replied that the Authority would be paying the City back out of the general fund, then collecting increment and using that to reimburse the Authority and not the City. Commissioner Holm asked if there was a conflict of language. Jim Casserly, Development Consultant replied that the effort behind the resolution is to move away from the tax increment refund and create what amounted to an interfund role from each body to the project and be repaid from tax increment. This creates reporting issues and raised a number of questions. Right now, $lm is being repaid is coming from the general fund. The City is absorbing all costs related to this district. The City anticipates it will be repaid over the 25 years. The tax increment allows the Authority to defer the increment for a couple of years. We have been through the financial aspects and there should be sufficient tax increment being generated to repay the general fund with interest. The general fund is committed to repay the City a fixed amount for 25 years, but that is not from the tax increment. This is similar to other projects that have been done like the Ciello project. Commissioner Holm said that if revenues are sufficient to pay any of this back early, he encouraged to pay off the balance before the 25 years. Housing and Redevelopment Authority Meeting of December 6, 2018 3 Mr. Casserly replied that the Authority has the ability to do that any time they wish. Commissioner Holm didn't see that all the dates for the recitals were included. He wanted to make sure the numbers are correct. Mr. Bolin replied that the numbers are correct. Some are HRA and others are City resolutions. MOTION by Commissioner Holm to approve the Resolution Rescinding Resolution 2014-19, Col. Arena/City Loan. Seconded by Commissioner Showalter. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DELCARED THE MOTION CARRIED UNANIMOUSLY 4. Approval of Final 2019 HRA Budget Dan Tietner, Finance Director, presented the updated 2019 budget for Authority approval. Included in the budget were 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. $1M 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. Mr. Tietner stated that the budget contains three major components. General Fund, Housing Loan Program Fund and TIF District Funds. The cash flow projections as reviewed at the October 18, 2018 work session are a significant information source for the formation for the proposed and final budget. Significant modifications include, but are not limited to, $9,600 decrease in rents and royalties for the Fairview parking lot rental, $26,146 increase in property tax levy, and $500,000 increase in sale of real estate to Sherman Associates, Inc. For the expenditures there is a standard 2.5% increase for materials and supplies, $4,000 increase in anticipated legal expenditures and $29,069 increase in administrative charges. In addition to the general fund budget modification staff also assumed $250,000 increase in housing programs for senior housing, $720,000 real estate for Lennar and $1.4m for capital outlay. Staff recommends approval of the budget for 2019. MOTION by Commissioner Mulrooney to approval the final 2019 HRA Budget. Seconded by Commissioner Showalter. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY 5. Approval of Redevelopment Contract—LPP Phase 2, Lennar Paul Bolin, HRA Assistant Executive Director, stated that City staff met with over a dozen developers and in September chose Lennar to work in developing the remaining vacant land Housing and Redevelopment Authority Meeting of December 6, 2018 4 around the campus. They plan to build 72 townhome units in the lots south of the pond and the former Public Works site. Lennar does a nice job using different products, materials and architecture to bring variety to their designs. Color patterns give uniform appearance to the development. Over the past few months, Vickie and Jim worked with Lennar and the legal team to put together redevelopment contract. This is similar to other contracts from the past with a mechanism built in to protect the Authority and guarantees. Staff recommends the Authority approve a resolution authorizing the execution and delivery of the contract for private development with U.S. home corporation. Commissioner Pro Tem Eggert noted that it states Lennar has an option of doing two phases. 1st the southern part and 2nd smaller eastern part. Vickie Johnson, Development Consultant, stated that if sales are going well both closings can happen in 2019. Chairperson Pro Tem Eggert asked when they anticipate closing on the document with Lennar. Mr. Bolin replied that it is contingent on getting the land use approvals. This close until City Council approves the plat and master site plan. Early April closing is a possibly. Commissioner Holm asked how payments were scheduled for the sale of this property. Ms. Johnson replied that the purchase price is calculated based on number of units. 10,000 x the number of units received at the closing. MOTION by Commissioner Holm to approve the Redevelopment Contract — LPP Phase 2, Lennar. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY 6. Approval of Resolution Memorializing Land Transfer from City to HRA Paul Bolin, HRA Assistant Executive Director, replied that 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 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. Staff Housing and Redevelopment Authority Meeting of December 6, 2018 5 recommends the Authority adopt the resolution, memorializing how it will pass sales proceeds on to the City. Commissioner Showalter asked if the $2.2M was for the building or just the land. Mr. Bolin replied just the land. Commissioner Mulrooney asked what the timeline was for demolition and construction. Mr. Bolin replied that a rough draft of the development agreement is put together, but the details need to be worked out with Dunbar. The agreement will be brought back to the January meeting for approval. Some submittals have already been made, the city of plat and master plan approval. Construction will start this summer. Jim Casserly, Development Consultant, added that they are in agreement for a March 1 closing. The redeveloper has to go through provisions. Demolition should be done by June 1st and the project done by December 31St of the following year. Estimated three months for demolition and 18 months for construction. Closing won't take place until the financing is in place. Chairperson Pro Tem Eggert thought this will be a great development that is needed in the heart of the City. There is a demand for this type of development. Commissioner Holm added that with the elimination of the roadway there will be excellent traffic flow and will be great improvement. He hopes there is room for a sidewalk. Mr. Bolin said that engineering staff is meeting with MNdot to discuss the MNdot right of way, what would MNdot be willing to pay for and not pay for as far as removing the existing street/sidewalk. MOTION by Commissioner Holm to approve the Resolution Memorializing Land Transfer from City to HRA. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, MAYOR LUND DECLARED THE MOTION CARRIED UNANIMOUSLY 7. Approval of Resolution Designating Expenses,Northstar TIF Funds 11 & 12 Paul Bolin, HRA Assistant Executive Director, stated that the 2008 legislative sessions gave the City of Fridley the ability to create a Transit TIF Distcict and to pool tax increment from three 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. Mr. Bolin said that 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. Housing and Redevelopment Authority Meeting of December 6, 2018 6 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. This resolution authorizes the expenditures and allows the Authority to spend the funds form the expiring District #11 with the remaining funds coming from district #12. Staff recommends approval of the resolution authorizing funds form TIF Districts 11 and 12 to be spent on various utility improvements in the Northstar TIF District. Type information from letter. Chairperson Pro Tem Eggert noted that these funds will be put in good use in the City rather than being moved out. MOTION by Commissioner Holm to approve the resolution designating expenses for Northstar TIF funds 11 and 12. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIR PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY. Informational Items: 8. CEE Housing Programs Update Paul Bolin, HRA Executive Assistant Director, reported that in November one RLF loan closed and four senior loans making a total of 20 year to date which put almost $500,000 back into the residential community. Home Energy Squad had five visits in November making 47 year-to- date. There were no remodel advisor visits this month making 18 year-to-date. All numbers are up over last year. Adjournment: MOTION by Commissioner Holm to adjourn. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM EGGERT DECLARED THE MOTION CARRIED UNANIMOUSLY AND THE MEETING ADJOURNED AT 7:58 P.M. Respectfully submitted, Krista Peterson Recording Secretary AGENDA ITEM / fumeHRA MEETING frFndle) JANUARY 3, 2019 To: Wally Wysopal, Executive Director From: Daniel Tienter, Finance Director/Treasurer Paul Bolin, Assistant Executive Director Date: December 20, 2018 Re: Resolution Designating Official Depositories for the Year 2019 Attached is a resolution appointing Wells Fargo Bank Minnesota N.A. as the Housing & Redevelopment Authority's official depository for 2019. The service the HRA receives from Wells Fargo has been first-rate. Wells Fargo is responsive to not only our requests for information, but also other banking issues that may arise. In today's world of increasing demands for electronic banking, Wells Fargo Bank provides a one- stop-shop for the Authority's required banking needs. This proves to be both beneficial and efficient, as our banking needs are quite complex. Wells Fargo also monitors the Authority's daily cash balances to assure the deposits are fully collateralized. This assures deposits are safe and not subject to loss if the bank were to fail. This daily monitoring is critical, since the Authority can experience large swings in cash balances at different points throughout the year. Staff recommends a motion adopting a resolution designating official depositories for the Housing & Redevelopment Authority for 2019. RESOLUTION NO. 2019 -01 RESOLUTION DESIGNATING AN OFFICIAL DEPOSITORY FOR THE HOUSING & REDEVELOPMENT AUTHORITY I, Daniel Tienter, do hereby certify that I am the Finance Director-Treasurer of the Housing & Redevelopment Authority in and for the City of Fridley, a corporation organized under the laws of the State of Minnesota. I further certify that at a meeting of said corporation duly and properly called and held on the 3rd day of January 2019 the following resolution was passed; that a quorum was present at said meeting; and that said resolution is set forth in the minutes of the meeting and has not been rescinded or modified. IT IS HEREBY RESOLVED, that Wells Fargo Bank Minnesota N.A. is hereby designated as a depository for the funds of this corporation. IT IS FURTHER RESOLVED, that checks, drafts or other withdrawal orders issued against the funds of this corporation on deposit with said bank shall be signed by the following two individuals: Walter T. Wysopal, Executive Director Daniel Tienter, Finance Director-Treasurer Korinne R. Johnson, Assistant Finance Director and that said bank is hereby fully authorized to pay and charge to the account of this corporation any checks, drafts, or other withdrawal orders. BE IT FURTHER RESOLVED, that Wells Fargo Banks as a designated depository of the corporation is hereby requested, authorized and directed to honor checks, drafts or other orders for the payment of money drawn in this corporation's name, including those drawn to the individual order of any person or persons whose name or names appear thereon as signer or signers thereof, when bearing or purporting to bear the facsimile signatures of the following two individuals: Walter T. Wysopal, Executive Director Daniel Tienter, Finance Director-Treasurer Korinne R. Johnson, Assistant Finance Director and Wells Fargo Banks shall be entitled to honor and to charge this corporation for all such checks, drafts or other orders, regardless of by whom or by what means the facsimile signature or signatures thereon may have been affixed thereto, if such facsimile signature or signatures resemble the facsimile specimens duly certified to or filed with Wells Fargo Banks by the City Clerk or other officer of this corporation. BE IT FURTHER RESOLVED, that any and all resolutions heretofore adopted by the Housing & Redevelopment Authority of the corporation and certified to as governing the operation of this corporation's account(s) with it, be and are hereby continued in full force and effect, except as the same may be supplemented or modified by the foregoing part of this resolution. BE IT FURTHER RESOLVED,that all transactions, if any relating to deposits, withdrawals, re-discounts and borrowings by or on behalf of the corporation with said bank prior to the adoption of this resolution be, and the same hereby are, in all things ratified, approved and confirmed. Resolution No.2019-01 Page 2 BE IT FURTHER RESOLVED, that any bank or savings and loan may be used as depositories for investment purposes so long as the investments comply with authorized investments as set forth in Minnesota Statutes. BE IT FURTHE RESOLVED, that the signatures of the following two named City/HRA employees are required for withdrawal of Housing & Redevelopment Authority investment funds from savings and loan associations: Walter T. Wysopal, Executive Director Daniel Tienter, Finance Director-Treasurer Korinne R.Johnson,Assistant Finance Director BE IT FURTHER RESOLVED, that any brokerage firm may be used as a vendor for investment purposes so long as the investments comply with the authorized investments as set forth in Minnesota Statutes. I further certify that the Board of this corporation has, and at the time of adoption of said resolution, had full power and lawful authority to adopt the foregoing resolutions and to confer the powers therein granted to the persons named who have full power and lawful authority to exercise the same. PASSED AND ADOPTED BY THE FRIDLEY HOUSING & REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS 3rd DAY OF JANUARY 2019. STEPHEN EGGERT,ACTING CHAIRPERSON ATTEST: WALTER T. WYSOPAL—EXECUTIVE DIRECTOR AGENDA ITEM (FriHRA MEETING OF JANUARY 3, 2019 To: Wally Wysopal, Executive Director From: Paul Bolin, Assistant Executive Director Date: December 20, 2018 Re: Resolution Designating Official Newspaper for the Year 2019 The Fridley City Charter Section 12.01 requires the designation of an official newspaper for the Fridley Housing and Redevelopment Authority. Attached is a resolution designating the Fridley Sun Focus News as the official legal newspaper of the Fridley Housing and Redevelopment Authority for the year 2019. The Minneapolis Star Tribune is designated as the Fridley Housing and Redevelopment Authority's second official newspaper for the year 2019. RESOLUTION NO.HRA 2019-02 RESOLUTION DESIGNATING AN OFFICIAL NEWSPAPER FOR THE YEAR 2019 WHEREAS, the Charter of the City of Fridley requires in Section 12.01 thereof that the Fridley Housing and Redevelopment Authority, annually designate an official newspaper for the Housing and Redevelopment Authority. NOW, THEREFORE, BE IT RESOLVED that the Focus News is designated the official legal newspaper for the City of Fridley for the year 2019 for all publications required to be published therein. BE IT FURTHER RESOLVED that the Minneapolis Star and Tribune be designated as the Fridley Housing and Redevelopment Authority's second official newspaper for the year 2019. PASSED AND ADOPTED BY THE FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS 3RD DAY OF JANUARY 2019. STEPHEN EGGERT - ACTING CHAIRPERSON ATTEST: WALTER T. WYSOPAL - EXECUTIVE DIRECTOR , 11111 AGENDA ITEM 1 HOUSING & REDEVELOPMENT AUTHORITY JANUARY 3, 2019 TO: Wally Wysopal, Executive Director of HRA FROM: Paul Bolin, Assistant HRA Director SUBJECT: Approval of Redevelopment Agreement — Existing City Hall As the City was preparing to build a new Municipal Center, staff began planning for the eventual sale of the existing property. Discussions with Fairview, operator of the buildings south of City Hall, led to interest from Ebenezer Homes. Ebenezer is part of Fairview Health Services and is the State's largest senior housing operator with over 100 years of experience serving seniors. Ebenezer prefers to work with development/investment groups than to build and own the buildings. Steve Dunbar of Ivy Properties is heading up the group that will build and own the building. In August, the Authority approved an exclusive negotiations agreement with the Dunbar group that laid out a number of tasks that the Developer, City and Authority needed to complete to move forward with a sale of the property. Tasks included site design work, financial analysis, engineering, title work, platting, vacating a street, and transferring property from the City to the Authority. �.:, i , , *101 ICi I „,,li �. w '°` -{ w --.,,� SS551aM51NE ;.,i , • !I-417ill i.. - , . ; ,,,, ,,, .. , , L'ii, , 3� s..... ..c► 'it.7' : mow. s*" ,t;4 � A1Y �s Vii. %1 .,- 4 . The current concept would be to construct a 135 unit senior "with services” building. The building would include assisted living as well as memory care units. The site of the current parking deck could become a second phase of the project. For more details on the project, please see the attached reports prepared for the Planning Commission by Stacy Stromberg. Staff and Dunbar's attorney have spent the past few months working on the redevelopment contract. The contract is very similar to the other redevelopment contracts the Authority has approved on other projects, and is comprised of the main elements found in the earlier exclusive negotiations agreement. J,A fx:, - +$ h ; ttetiovilt T06,-.41k •4‘,4 R1 inerri_ :11 ::iauII ®1 111 ! I� 11 - 1a, mows • �. k -6 'b__ • to T I L- r saga t• iil! ,100 STAFF RECOMMENDATION: Staff recommends the Authority adopt a motion approving the attached redevelopment contract with the Dunbar group, doing business as Fridley Investments, LLC. City of Fridley Land Use Application MP#18-01 and PS#18-05 December 19, 2018 GENERAL INFORMATION SPECIAL INFORMATION Applicant: SUMMARY OF REQUEST Fridley Investments, LLC The petitioner, Steve Dunbar of Fridley Investments, Steve Dunbar LLC is requesting an S-2 Master Plan Amendment 5000 Glenwood Ave, Suite 300 and a Preliminary Plat to allow for the Minneapolis MN 55422 redevelopment of the former City Hall property, Requested Action: located at 6431 University Avenue. The 5-2 Master Plan redevelopment will allow for the construction of a Replat 135-unit senior living community. Location: STAFF RECOMMENDATION 6431 University Avenue (former City Hall City Staff recommends approval of the S-2 Master site) Plan, with stipulations. Existing Zoning: • Meet the goals highlighted in Comprehensive 5-2, Redevelopment District Plan Size: • Provides additional senior housing with services 197,326 sq.ft. 4.53 acres opportunities Existing Land Use: City Staff recommends approval of the preliminary Former City Hall site plat. Surrounding Land Use&Zoning: ,=r , r �,• N: Commercial (vacant building)&S-2 6499 ,.:, 5 E: Multi-Family(Village Green) & R-3 I " 5: Commercial (Fairview) &S-2 , • • W: University Avenue and ROW Comprehensive Plan Conformance: r \\\,\ Future Land Use Map designates this area Ek C as Housing and Commercial/Medical Use _. project area Legal Description of Property: \ -,s<\ '` See attached survey i} \ Zoning History: ,V 1984—Lot is platted \� Pre-1949—Original Fire Station built ) i = 6401 1951—City Hall built o ifr4. ,.. 1114"-ii ,N V 1964—Building permit for the Fire Station ',\1 ,.,, 1965—Building repair related to storm , {:vF • damage �3 : p i 1982- Rezoned to 5-2, Redevelopment ; �� , ; r District t y�. .. �� -c' 1988- Building addition -•—" � � , ,�i +xri CITY COUNCIL ACTION/60 DAY ACTION DATE Public Utilities: City Council—January 7, 2019 Available on-site and in the street 60 Day Date—January 15,2019 Transportation: Staff Report Prepared by: Stacy Stromberg New project will be accessed from Fourmies Avenue Physical Characteristics: Existing Municipal Center, parking ramp and plaza with grade modifications and fountains and landscaping Land Use Applications S-2 Master Plan #18-01 and Plat #18-05 THE REQUEST The petitioner,Steve Dunbar of Fridley Investments, LLC is requesting two land use items to allow for the redevelopment of the former City Hall property,located at 6431 University Avenue. The redevelopment will allow for the construction of a 135-unit senior living community. 1. 5-2 Master Plan—The former City Hall property and the properties surrounding it are all zoned 5-2, Redevelopment District. Any substantial change within an S-2, Redevelopment zoning district requires a master plan amendment be reviewed by the Planning Commission and approved by the City Council before development can start. 2. Plat—In order to allow for a redevelopment of the subject parcels,a replat will need to be done so new lots and lot descriptions can be created for each portion of the new development. Street Vacation—As part of this Right of Way Vacation Description Sketch redevelopment project,the City is ,• . 0� ,, �,P;STREET:f facilitating a vacation request to FROM 'L• Z* 'IDI `rC.SAR Na 5j - �E——1\•.,_la.,n �n"M u...4 L.t 4. \ remove a portion of the University - I +.^�°��'z'gra 1 Avenue Service Drive from ='.J - - - Fourmies Avenue north to 3 p Mississippi Street. Excess pieces of ,1 — I ;- , 5th Street and Fourmies Avenue willJ+�__ } L C S � Fti. also be part of this vacation r request. L, ^T. r F1R.Y Ill /7— J Street,alley and easement vacation C_ —— requests no longer need to go e I I I• ' " °' before the Planning Commission for V -1 " review prior to City Council awry •• r r� . t , , 3 ,1 ;, . .; I ,s approval; however staff wanted the a I ,�. ,I�. ,,...t. Planning Commission to be aware G —rot` "°`"""�" -t ,. wvAr.s *.s•t.S.wh Mr M ' of this application. IS " �.. ,o= , XmaiII t ; ,- See the sketch to the right which !, .x ."t':ta.fm7-M( fir ,� ,.t O I.IPUXY--.�( FO:.R�. a:�7:..E '.E. shows the three street vacation •w"COM locations. PROJECT DESCRIPTION Over the last year,the City's Housing and Redevelopment Authority's(HRA)staff has been working with the petitioner on the potential redevelopment of the former City Hall property. As the petitioner states in his narrative,when Fairview,who operates the building adjacent to City Hall heard that we were relocating,an idea was formed to create a project on the property that included Ebenezer,who is the senior housing division of the Fairview Health Services. This idea would create a senior health campus,where Ebenezer would operate and manage the senior housing building that could take advantage of the resources (clinic,pharmacy,and medical services)that Fairview offers next door. The petitioner feels that this is an exciting opportunity to provide a great place for seniors to thrive and connect with the neighboring Fairview Health Services office and clinic. The proposed project would allow for the construction of a 135-unit senior living community. The building will be 4-stories tall with a pitched roof and a full underground parking garage. There will be a mix of independent living, assisted living,and memory care suites,along with a wide variety of common area amenity spaces such as a two-story lobby, an overlook library,a w;f multi-purpose 1,; `' , `" community room, and r ' a fitness center. illi - �" - go 1/ Ull It n �t , -;"it itiiiii IIS The petitioner has 11 ir_ .■1 designed the project y r trill I u i ,;. ; . I 'II : 11 considering the ' tN wI :I14 'i ,1E0 I! .I U „ vacation of the _,0 University Avenue Service Drive,which will give the project an additional 38 feet of property. The new development will be accessed from Fourmies Avenue, where there will be a parking lot with 43 surface stalls and a drop-off canopy at the front door. The underground parking garage will be accessed from the existing"alley"that connects to 5th Street. The former City Hall building, adjacent parking ramp,and concrete foundation area will be demolished as part of this project. The existing garages and gun range will remain as they are as the petitioner feels they are an asset to the development for storage and they serve as a retaining wall for the parking lot and office building to the north. Landscaping, a secure outdoor garden space for the memory care residents and storm water treatment will also be incorporated into the development. SITE DESCRIPTION AND HISTORY The project area is property is 4.53 acres in size. The site was originally developed in the 1940's with the construction of the fire station building that faces University Avenue. An addition was constructed in 1951 to be used for City Hall purposes. In 1982,the subject property along with the properties to the north and south were rezoned S-2, Redevelopment District. In 1988,the building was expanded further to the east to allow the construction of space needed for the Police department and the City offices. The parking ramp was also constructed at this time as well. The building has remained the same since that time,with only_minor modifications. After having a financial analysis done on retrofitting the building to comply with current ADA standards, addressing a long-standing identity issue (where do I enter the building?where are the police located?)for customers, providing additional space for evidence storage, required locker rooms,etc.the City spent many months analyzing whether to build a new facility to remodel the existing. The decision was made to build new and as a result,the former City Hall site is available for purchase. The City's HRA has entered into an Exclusive Negotiation Agreement with the petitioner, Steve Dunbar of Ivy Properties to redevelop the site. Mr. Dunbar is working with Ebenezer Homes to develop the property,and his company will build 2 and own the building, as Ebenezer prefers to work with development/investment groups rather than own their own building. 5-2 MASTER PLAN ANALYSIS When a property is zoned S-2 Redevelopment District,it requires that the accompanying site plan become the Master Plan for the site. Once the 5-2 Master Plan is approved by the City Council, any modification to that master plan requires a Master Plan Amendment. When this site was originally rezoned in 1982,a master plan was approved to allow for the Civic buildings that exist today;as a result,that master plan needs to be amended to allow the proposed use. The S-2, Redevelopment District zoning designation allows flexibility with redevelopment of a property. The intent of this zoning district is to provide the City with site plan review authority to determine if the proposed project meets the goals and objectives of the City's Comprehensive Plan and this project does that. If the site plan is approved, it will become the master plan for the site. If there is a substantial change to the plan,additional review by the Planning Commission and City Council would need to occur. Review and Recommendation is also required by the HRA to the City Council before the master plan can be approved. The HRA has reviewed the preliminary plans and anticipates approving the redevelopment agreement and site plan at their January 3, 2019 meeting. As stated above,the proposed project will involve the construction of a 135-unit senior living community. There will be a mix of independent,assisted,and memory care units. Of those care units,there - _ ~~. I will be a mix of studios, 1 bedrooms, _ »_• 'T -.. ._ ..7 � 1 bedroom plus den, and 2 ,. bedrooms apartments. The mix of �`41 , l , independent and assisted living units 9446,05E°5"0, " ' OA can fluctuant as generally a senior f "s' +'-- ; may start off in an independent unit ii'�—�,. ,�, Ibt low and age in place to an assisted living j ` : .� =' ' unit. That can happen with the it ;r. -:....•`" .0. to �" flexibility to either stay in the same r_ « ,� - ' unit or change units. As a result,the — , required parking numbers can also fluctuant, however,the petitioner , has provided a general number of -; - --- ,� i-;`. ,-,�-=="c f unit types and staff has determined +� ; the required number of parking needed based on that number. Of note,there hasn't been any parking issues with the other(2)similar type senior housing projects,which are Landmark of Fridley and White Pine Senior Living, both of which are located on Central Avenue. The parking issues that we've seen at Watermark facility on 4th Street have been related to employees parking on the street and that seems to be resolved. 3 City code requires 90 parking stalls based on the breakdown of independent, assisted, and memory care units within the building. Of those 90 stalls,code requires that 29 of them be enclosed. The petitioner is proposing to construct 91 underground parking stalls and 43 surface stalls for a total of 134 stalls,therefore complying with code requirements. PRELIMINARY PLAT ANALYSIS In order to accommodate the redevelopment of the former City Hall and surrounding properties,the petitioner would like to create 3 new lots for each portion of the development. Lot 1 (blue) is for the proposed FRIDLEY SENIOR ADDITION senior housing development and will be 116,324 sq. ft. (2.67 acres) cc in size. Lot 2 (red) is being platted for potential further l �, redevelopment and will be 49,857 -�� sq. ft. (1.14 acres) in size. Lot 3 3! i (yellow)is the existing parking lot ! ; .0_ for the Fairview office building and will be 30,997 sq. ft. (.71 acres) in . i size. I , • The parcel with the office building isn't part of this replat. STAFF RECOMMENDATION City Staff recommends approval of the S-2 Master Plan Amendment, with stipulations. • Meet the goals highlighted in Comprehensive Plan. • Provides additional senior housing with services opportunities. City Staff recommends approval of preliminary plat, PS#18-05. STIPULATIONS FOR 5-2 MASTER PLAN,MP#18-01 1. The property shall be developed in accordance with the site plan submitted for"Fridley Senior Housing",page C2.0, by CivilSite Group, dated 12/7/18. 2. The exterior building elevations shall be developed in accordance with the architectural exterior elevations sheet submitted by Kaas Wilson Architects, dated 11/16/18. 3. The petitioner shall meet all requirements set forth by: a. The Building Code b. The Fire Code c. The City's Engineering department—related to grading, drainage,storm pond maintenance agreement, utilities, and utility connection fees d. The City's Planning department—related to landscaping,signage, and the TOD Overlay Zoning District e. The Mississippi Watershed Management Organization 4. If the square footage of the footprint of the building proposed changes by more than 10%, an 5-2 master plan amendment shall be required. 4 koas +„'1SU11 A carcflile is December 07,2018 Steve Dunbar Fridley Investments, LLC 5000 Glenwood Avenue, Suite 300 Minneapolis, MN 55422 612-584-0082 Steven.Dunbar@lvyProp.com Kim Behrens Kaas Wilson Architects 1301 American Blvd E.,Suite 100 Bloomington, MN 55425 612-279-8917 kimb@kaaswilson.com Fridley Senior Housing Master Plan Submission Narrative(updated) Fridley Investments, LLC is proposing a 135-unit senior living community located on the former Fridley City Hall site. The building is 4 stories tall with a pitched roof and a full underground parking garage. The building includes a mix of independent living,assisted living and memory care suites, along with a wide variety of common area amenity spaces available to the residents to help promote their independence and enhance their social interaction. In addition,specialty support areas are designed throughout the building to help staff deliver exceptional care to the residents.This development provides services to Fridley residents who can no longer safely remain in their homes, as well as seniors who desire the conveniences and security that this community has to offer,thus freeing up existing housing stock for future Fridleyfamilies. The proposed building offers a wide variety of apartment sizes and plans ranging from studios to two-bedroom designs. These homes include full kitchens, laundry,senior friendly toileting and bathing facilities,and ample storage spaces.The 4-story design allows for shorter travel distances between the resident's apartments and the amenityspaces. The common area amenity spaces within this design include a two-story lobby, mail lounge, overlook library, multi- purpose community room,a full commercial kitchen,a restaurant style dining room with deli, private dining room, outdoor dining patio,salon and spa,and a fitness center.The secure memory care wing provides a dayroom lounge, dining room,activities kitchen,spa area,and an enclosed secure outdoor gardenspace. Site Selection: The former Fridley Municipal site sits adjacent to a Fairview Health Services office building and a separate Fairview Clinic. When news of the City of Fridley's relocation to the new Civic Campus reached Fairview,an idea was formed that included Ebenezer(the senior housing division of Fairview Health Services)and a private developer. This idea was to create a Senior health campus,something that does not currently exist within the City of Fridley. Ebenezer would operate/manage the senior housing building and be able to take advantage of the resources next door(clinic, pharmacy, and medical services). This is a very exciting opportunity to provide a great place for seniors to thrive and create a fusion with the neighboring Fairview Health Services office&clinic. Existing na/Pari Ramo: The current municipal building,fire station,and adjacent parking ramp will be demolished. The parking ramp site will be replatted as a separate lot ready for a new development. The existing garages and gun range will remain as they are and will be included as part of the Fridley Senior Housing Phase 1 development. The garage structure and gun range not only functions as a great storage opportunity for the senior living building but also serves as a retaining wall for the parking lot and office building to the north. The garage and gun range has recently been renovated with new waterproofing so it makes sense to keep it as additional storage and garage space. Site Cha...., This new development will change how the site is connected to Fridley's current roadways. The main entrance to the senior living building will be off Fourmies Ave NE,there is a large surface parking lot and a drop-off canopy at the front door. The underground parking garage will be accessed off the current alleyway that connects to 5'St NE. There is a special parking area near the garage entrance that will allow for delivery vehicles,move-in vehicles and garbage trucks to park and load/unload as needed. All trash and recycling is collected within the building,the garbage and recycling hauler will access the dumpsters and roll them out for collection. No exterior trash enclosure will be necessary. The alleyway does not connect thru to University Service Road as that road is being vacated,however access will be maintained to allow the existing garage/gun range to remain functional. Exterior Destro The exterior of the building is carefully designed to evoke a feeling of home for its residents and an inviting first impression.The more at home we can make a resident feel,the more that senior will thrive in this environment. Brick accents,large windows,fiber cement siding(panel,lap,and shake)with fiber cement trim banding creates a combination of design features to compliment materials commonly found on a single-family home.The exterior also features balconies and a sloped roof with shake-look architectural shingles.The covered drive-under canopy accented by brick clearly identifies the main entry of the building and provides a safe way for seniors to be picked up or dropped off. P ;Timeline The development team is working towards an early summer 2019 construction start. Hopefully,the entitlement process is completed in early January 2019. Then,design/construction documents will be created over the winter months of 2019. Demolition and bidding/permitting would continue through the spring of 2019 and then construction can begin. The building will likely be completed in late summer/early fall of 2020. 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E- 1 ' - ? - 1 -- :- -_-]Illi "I LI Li [i ILII Ilfi....; 13 i 1 Fil • , _ I Ll',r.:-.I i -1.1:. •0 44 I I I I 1 1 loe hh.A 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 FRIDLEY INVESTMENTS LLC 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 Fridley investments LLC, a Minnesota limited liability company (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 , 2019. Chairperson ATTEST: Executive Director 4837-3973-0052,v. 1 2 DRAFT: JRC 12.28.2018 v4 CLEAN CONTRACT FOR PRIVATE REDEVELOPMENT by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA and FRIDLEY INVESTMENTS LLC This document was drafted by: James R. Casserly Vickie Loher-Johnson MONROE MOXNESS BERG PA 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 1 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 6 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 10 Section 3.3 Conditions Precedent to Conveyance 10 Section 3.4 Documents at Closing 11 ARTICLE IV REIMBURSABLE EXPENSES AND CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 4.1 Reimbursable Expenses 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 i ARTICLE VI PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 6.1. Representation as to Redevelopment 15 Section 6.2. Prohibition Against Transfer of Redevelopment Property and Assignment of Agreement 15 Section 6.3. Release and Indemnification Covenants 17 ARTICLE VII EVENTS OF DEFAULT Section 7.1 Events of Default Defined 18 Section 7.2 Remedies on Default 18 Section 7.3 No Remedy Exclusive 19 Section 7.4 No Implied Waiver 19 Section 7.5 Agreement to Pay Attorney's Fees and Expenses 19 ARTICLE VIII ADDITIONAL PROVISIONS Section 8.1 Conflict of Interest 19 Section 8.2 Restrictions on Use 19 Section 8.3 Provisions Not Merged With Deed 20 Section 8.4 Notices and Demands 20 Section 8.5 Counterparts 20 Section 8.6 Law Governing 20 Section 8.7 Termination 20 Section 8.8 Provisions Surviving Termination 20 SIGNATURE PAGES 22 SCHEDULE A Description of Redevelopment Property 24 SCHEDULE B Form of Redevelopment Property Deed 25 SCHEDULE C Form of Certificate of Completion 27 SCHEDULE D Reimbursable Expenses 29 SCHEDULE E Existing Environmental Reports 30 SCHEDULE F Declaration of Restrictive Covenants and Prohibition Against Tax Exemption 31 SCHEDULE G Minimum Improvements 34 SCHEDULE H Title Commitment 35 ii 4819-3910-4386,v.4 CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT is made as of the day of , 20 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 Fridley Investments LLC, a Minnesota limited liability company (the "Redeveloper"), WITNESSETH: WHEREAS, the Board of Commissioners (the "Board") of the Authority has determined that there is a need for development and redevelopment within the corporate limits of the City of Fridley, Minnesota (the "City") to provide employment opportunities, to provide adequate housing in the City, including low and moderate income housing and housing for the elderly, to improve the tax base and to improve the general economy of the City and the State of Minnesota; WHEREAS, in furtherance of these objectives the Authority has established, pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the "Act"), the Redevelopment Plan (the "Redevelopment Plan") for its Redevelopment Project No. 1 (the "Project Area") in the City to encourage and provide maximum opportunity for private development and redevelopment of certain property in the City which is not now in its highest and best use; and 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 1 WHEREAS, the Authority believes that the development and redevelopment of the Project Area pursuant to this Agreement, and fulfillment generally of the terms of this Agreement, are in the vital and best interests of the Authority and the health, safety, morals and welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state and local laws under which the development and redevelopment are being undertaken and assisted; NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means Minnesota Statutes, Sections 469.001 to 469.047. "Agreement" means this Agreement, as the same may be from time to time modified, amended or supplemented. "Authority" means the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, its successors or its assigns. "Board"means the Board of Commissioners of the Authority. "Certificate of Completion" means a certification in the form of the certificate contained in Schedule C attached hereto and provided to the Redeveloper pursuant to Section 4.4. "City"means the City of Fridley, Minnesota, its successors or its assigns. "Closing" or "Closing Date" means the date on which the Redevelopment Property is conveyed by the Authority to the Redeveloper pursuant to Article III. "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which plans (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building inspector or building official of the City; (b) shall include at least the following for the building to be built by Redeveloper on the Redevelopment Property: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) elevations (all sides); (5) landscape plan; (6) cross sections (length and width); and (7) such other plans or supplements to the foregoing plans as the Authority may reasonably request; and (c) shall be consistent with the Preliminary Plans approved by the Authority. 2 4819-3910-4386,v.4 "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 a senior housing project of approximately one hundred thirty-five (135) units to be constructed by the Redeveloper on the Redevelopment Property and as described on Schedule G. "Minnesota Environmental Rights Act" means Minnesota Statutes, Section 116B.01 et seq., as amended. "Project" means the Redevelopment Property, the Reimbursable Expenses and the Minimum Improvements. "Project Area"means Redevelopment Project No. 1 established by the Authority. "Purchase Price" means $2,200,000. $2,000,000 of the Purchase Price shall be placed in escrow with a title insurance company mutually agreeable to the Parties (the "Escrow"). The Escrow shall be used to pay the Reimbursable Expenses in accordance with a disbursement agreement to be executed by the title insurance company and the Parties which will provide for Authority approval prior to any disbursement for the Reimbursable Expenses. "Preliminary Plans" means typical floor plans and sketches of the proposed exterior and interior of the proposed Minimum Improvements, which illustrate the size and character of the proposed senior housing project to be constructed on the Redevelopment Property, which plans shall include the building elevations and site plans, and which plans shall be consistent with Schedule G of this Agreement. "Redeveloper" means Fridley Investments LLC, a Minnesota limited liability company, and its permitted successors and assigns. "Redevelopment Plan" means the Redevelopment Plan adopted by the Authority for its Redevelopment Project No. 1, as amended. "Redevelopment Property" means the real property described in Schedule A attached hereto, upon which the Minimum Improvements are to be constructed. 3 4819-3910-4386,v.4 "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. "Reimbursable Expenses"means the improvements to be performed or constructed by the Redeveloper on or adjacent to the Redevelopment Property and described in Schedule D and for which reimbursement to the Redeveloper shall not exceed $2,000,000. "State" means the State of Minnesota. "Termination Date" means the date on which the City issues the Certificate of Completion or this Agreement is terminated pursuant to Section 7.2(b) or Section 7.3. "Title Commitment" means the commitment for title insurance issued by First American Title Insurance Company dated October 17, 2018, attached as Schedule H. "Unavoidable Delays" means delays which are the direct result of strikes or other labor troubles, delays which are the direct result of unforeseeable and unavoidable casualties to the Redevelopment Property, the Project, or the equipment used to construct the Redevelopment Project, delays which are the direct result of governmental actions, delays which are the direct result of judicial action commenced by third parties, delays which are the direct result of citizen opposition or action affecting this Agreement, environmental delays which are the direct result of the implementation of an environmental agency-approved work plan for remediation, delays which are the direct result of severe weather which prevents or delays construction of Minimum Improvements, acts of God, fire or other casualty to the Project, site conditions materially different from those revealed in any report or test provided to or obtained by the Redeveloper. ARTICLE II Representations, Warranties and Covenants Section 2.1. Representations and Covenants by the Authority. The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is a public body duly organized and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. This Agreement has been or will be duly authorized by all necessary action on the part of the Authority and has been duly executed and delivered by the Authority. The Authority's execution, delivery and performance of this Agreement will not conflict with or result in a violation of any judgment, order, or decree of any court or government agency. This Agreement is a valid and binding obligation of the Authority and is enforceable against the Authority in accordance with its terms. There is no action, litigation, condemnation or proceeding of any kind pending or, to the best of the Authority's knowledge, threatened which would have a material and adverse affect on the ability of the Authority to perform its obligations under this Agreement or against the Redevelopment Property, or any portion thereof. 4 4819-3910-4386,v.4 (b) The Authority has approved the Redevelopment Plan in accordance with the terms of the Act. (c) The Authority, subject to Unavoidable Delays, and subject to the conditions precedent set forth herein, shall at Closing convey title to the Redevelopment Property pursuant to Article III to the Redeveloper for the Redeveloper's use in accordance with the Redevelopment Plan and this Agreement. (d) The Authority will cooperate with the Redeveloper with respect to any litigation commenced by third parties in connection with this Agreement. (e) The Authority makes no representation, guarantee, or warranty, either express or implied, and hereby assumes no responsibility or liability as to the Redevelopment Property or its condition (regarding soils, pollutants, hazardous wastes or otherwise), except as described in Section 2.1(f). (f) 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 (g). (g) 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 or to the City or County, flood zones, deed restrictions, utility commitments and easements, 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. (h) There are no parties other than the Authority and/or the City in possession of any portion of the Redevelopment Property, nor are there any leases (oral or written) applicable to or affecting the Redevelopment Property except as described in the Title Commitment. (i) 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 except as described in the Title Commitment. (j) The Authority is not aware of any methamphetamine production occurring on the 5 4819-3910-4386,v.4 Redevelopment Property. This representation is intended to satisfy the requirements of Minn. Stat. § 152.0275, Subd. 2(m). (k) 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 (1) The Authority to complete the vacation of the University Avenue East Service Drive Northeast, located to the West of the Redevelopment Property, on or before May 1, 2019 and all cost associated with the abandonment including utility relocations and roadbed removal shall be the responsibility of the Authority and/or the City. Section 2.2. Representations, Warranties and Covenants by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability company organized and existing under the laws of the State, is authorized to transact business in the State, and has duly authorized the execution of this Agreement and the performance of its obligations under this Agreement. None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, or the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with the terms of any indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound. (b) Subject to the conditions contained in Article III below, the Redeveloper will purchase the Redevelopment Property from the Authority pursuant to Article III and, in the event the Redevelopment Property is conveyed to the Redeveloper, the Redeveloper will construct and maintain the 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 6 4819-3910-4386,v.4 obtained or met before the costs of the Reimbursable Expenses are incurred and the Minimum Improvements may be lawfully constructed. (e) The Redeveloper shall pay the normal and customary City fees and expenses for the approval and construction of the Project including, but not limited to, bonding requirements, building permit fees, sewer accessibility charges (SAC), water accessibility charges (WAC) and park dedication fees. (0 Except as specifically set forth herein, the Redeveloper is purchasing the Redevelopment Property "as is", based solely on the Redeveloper's examination of the Redevelopment Property and with the understanding that there is no warranty by the City that the Redevelopment Property is fit for any particular purpose. (g) The Redeveloper agrees that it will cooperate with the Authority with respect to any litigation commenced by third parties in connection with this Agreement. (h) The financing arrangements which the Redeveloper has obtained or will obtain to finance the acquisition of the Redevelopment Property, the costs of incurring the Reimbursable Expenses and the construction of the Minimum Improvements, will be sufficient to enable the Redeveloper to successfully complete the Minimum Improvements as contemplated in this Agreement. (i) Once acquired by the Redeveloper, the Redevelopment Property will not become exempt from the levy of ad valorem property taxes, or any statutorily authorized alternative, and any improvements of any kind constructed on the Redevelopment Property will similarly not become exempt before December 31, 2030. (j) The Redeveloper agrees that prior to December 31, 2030, it will not assign, convey or lease any interest in the Redevelopment Property or any portion thereof, or this Agreement or any portion thereof, to any tax-exempt entity under the U.S. Internal Revenue Code of 1986, as the same may be amended from time to time, without the prior written approval of the Authority. (k) Subject to Unavoidable Delays, the Developer shall complete the Minimum Improvements as soon as reasonably possible. ARTICLE III Conveyance of the Redevelopment Property; Undertakings of Authority and Redeveloper Section 3.1. Conveyance of the Redevelopment Property. (a) Title. The Authority shall, with the exceptions noted in the Title Commitment, convey marketable title to and possession of the Redevelopment Property to the Redeveloper under a quit claim deed in the form of the Redevelopment Property Deed contained in Schedule 7 4819-3910-4386,v.4 B. At its sole cost and expense, the Redeveloper shall obtain any title insurance and endorsements it deems necessary. At its expense, the Authority shall order and shall obtain within fifteen (15) days of the date of this Agreement an update of the title commitment attached hereto as Schedule H for an owner's title insurance policy (ALTA Form B) issued by Land Title, Inc., (the "Title Company"), naming Redeveloper as the proposed owner-insured of the Redevelopment Property in the amount of the Purchase Price (the "Commitment"). The Commitment shall include removal of or endorsement over general exceptions by means of an extended coverage endorsement. The Commitment shall have a current date as its effective date and shall commit to insure marketable title to the Redevelopment Property in the Redeveloper. With the exceptions noted in the Title Commitment, such insurance shall be free and clear of all mechanic's lien claims, unrecorded interests, rights of parties in possession or other exceptions customarily excluded from such insurance. The Commitment shall set forth all levied real estate and special assessments related to the Redevelopment Property. The Commitment shall include such title policy endorsements as may be reasonably requested by the Redeveloper. The Commitment shall have attached copies of all instruments of record which create any easements or restrictions which are referred to in Schedule B of the Commitment. Within twenty (20) days of the execution date of this Agreement or receipt of the Commitment, whichever is later, Redeveloper shall order a Survey of the Redevelopment Property. Should Redeveloper fail to order an updated Survey in a timely manner (a) Redeveloper shall have waived all survey objections, and the Authority shall not be required to execute a survey affidavit or similar affidavit in relation to the Redevelopment Property for purposes of the waiver of any survey exception by Title; and (b) the fifteen (15) day time period for the issuance of title objections by the Redeveloper shall commence to run thirty five (35) days from the date of this Agreement. The Redeveloper will be allowed fifteen (15) days after receipt of the later of the Commitment and Survey ("Title Evidence") 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 that 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) or (ii), below. In no event shall Redeveloper object to the terms and conditions of the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption attached hereto as Schedule F, which is to be recorded against the Redevelopment Property at or prior to Closing prior to the recordation of the Redevelopment Property Deed, it being the understanding of the parties that the Redeveloper is at all times taking ownership of the Redevelopment Property subject to the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption. (b) Survey. The Redeveloper shall obtain, at Redeveloper's sole cost and expense, any survey(s) or updated survey(s) necessary for the issuance of title insurance or as necessary to replat or reconvey the Redevelopment Property ("Survey"). 8 4819-3910-4386,v.4 (c) Title Not Marketable. If the title to the Redevelopment Property is not marketable as evidenced by the Commitment and the Survey, together with any appropriate endorsements, and is not made so by the Closing Date, the Redeveloper may either: (i) Terminate this Agreement by giving written notice to the Authority, in which event this Agreement shall become null and void and neither party shall have any further rights or obligations hereunder, except those indemnification obligations which expressly survive such termination; or (ii) Elect to accept the title in its unmarketable or existing condition by giving written notice to the Authority of the waiver of such objections, and proceed to Closing. In the event that Redeveloper has not terminated this Agreement and thereafter proceeds to Closing, Redeveloper shall be deemed to have selected option(c)(ii) above. (d) Conveyance, Purchase Price and Closing. Subject to the terms of this Agreement, the Authority agrees to sell and the Redeveloper agrees to purchase the Redevelopment Property for the Purchase Price. The Authority shall execute and deliver to the Redeveloper a Redevelopment Property Deed at Closing, which Redevelopment Property Deed shall be subject to the Declaration of Restrictive Covenants and Prohibition Against Tax Exception set forth on Schedule F, which is to be recorded at Closing prior to the delivery and recordation of the Redevelopment Property Deed. The conveyance of title the Redevelopment Property pursuant to the Redevelopment Property Deed shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement and the Redevelopment Property Deed. The Redeveloper shall promptly record the Redevelopment Property Deed. Closing shall take place at the principal offices of the Title Company unless the parties mutually agree in writing that the Closing shall take place at another location. The Purchase Price shall be paid at Closing. The Closing shall occur on or before May 1, 2019 unless an earlier date is mutually agreeable. The Closing is at all times contingent upon the conditions precedent described in Section 3.3 being satisfied for the Authority and the Redeveloper. (e) Inspection. At the Redeveloper's expense, the Redeveloper and its agents are hereby granted the right following execution of this Agreement until May 1, 2019 to inspect and test the Redevelopment Property. The Authority shall allow Redeveloper unlimited reasonable access to the Redevelopment Property to conduct any investigations, testing, and/or inspections deemed necessary to the Redeveloper in its sole discretion. Any investigations, testing and/or inspections initiated by the Redeveloper shall be undertaken at the Redeveloper's sole cost and expense. After completing its investigation of the Redevelopment Property, if Redeveloper elects to terminate this Agreement, Redeveloper shall return the Redevelopment Property to substantially the same condition as existing prior to the investigations, testing and/or inspections; provided that Redeveloper shall not be responsible for any existing conditions on the Property that are discovered as a result of such investigations, testing and/or inspections. The Redeveloper shall hold the Indemnified Parties (as defined in Section 6.3) harmless from and 9 4819-3910-4386,v.4 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 and/or inspections. The indemnification requirements set forth herein shall survive the Closing and the termination of this Agreement. (f) Taxes; Special Assessments; Other Pro Rations. Real estate taxes due and payable prior to the year of Closing shall be paid by the Authority. Real estate taxes due and payable in the year of Closing shall be allocated between the parties based on their respective period of ownership in the year of Closing. Real estate taxes due and payable in the years subsequent to the Closing shall be paid by the Redeveloper. The Authority shall pay all special assessments pending or levied as of the Closing Date. The Redeveloper shall pay all special assessments after the Closing Date. The Redeveloper shall bear all costs of recording the Redevelopment Property Deed except as set forth below. The Authority shall pay the State tax due in connection with conveyance of the Redevelopment Property and shall pay the cost of recording any document necessary to place title in the condition described in this Agreement. The Redeveloper shall pay all other recording costs incurred in connection with this Agreement. The parties shall equally share other closing costs. Each party shall pay all sums in cleared funds on the Closing Date. (g) Plat; Covenants; Easements. The Redeveloper at its expense shall replat the Redevelopment Property. The Redeveloper shall pay all costs for plats, replats, lot splits, preparation of restrictive covenants, easements and any other documentation necessary for the construction of the Minimum Improvements and all costs of recording any such documents. Section 3.2. Intentionally Omitted. Section 3.3. Conditions Precedent to Conveyance. (a) The obligation of the Authority to convey the Redevelopment Property to the Redeveloper at Closing shall be subject to the following conditions precedent: (i) The Redeveloper shall be in material compliance with all of the terms and provisions of this Agreement; (ii) The Authority shall have approved the Preliminary Plans for the Project; (iii) The Redeveloper shall have paid the Purchase Price as described in Section 3.1; (iv) The Authority shall have executed and arranged to be recorded prior to the recordation of the Redevelopment Property Deed, the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption in the form attached as Schedule F with respect to the Redevelopment Property. 10 4819-3910-4386,v.4 (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. (b) The obligation of the Redeveloper to purchase the Redevelopment Property at Closing shall be subject to the following conditions precedent: (i) The environmental condition of the Redevelopment Property, not including any required soil corrections, shall be suitable for the construction of the Minimum Improvements and Redeveloper shall have received a No Association Determination from the Minnesota Pollution Control Agency, if applicable, based on the approved Response Action Plan if such a plan is necessary; (ii) The Authority shall be in material compliance with all other terms and provisions of this Agreement; (iii) Title to the Redevelopment Property shall be acceptable to the Redeveloper; (iv) Each of the Authority's representations and warranties set forth in Section 2.1 shall be true as of the Date of Closing and the Authority shall so certify in writing at Closing; (v) No moratorium has been imposed upon the Redevelopment Property; (vi) The required permits, including, but not limited to building permits, have been issued for the Reimbursable Expenses and the Minimum Improvements; (vii) The Redeveloper's plat of the Redevelopment Property has been approved by the appropriate governmental authorities; (viii) Redeveloper has received executed easements for off-site utility, drainage, construction or other easements required for the development of the Redevelopment Property; (ix) Redeveloper's Construction Plans have been approved by the City and any other appropriate governmental authorities; (x) Redeveloper's Preliminary Plans shall have been approved by the Authority. (c) In the event the aforementioned conditions precedent of the Authority or of the Redeveloper are not satisfied by the Closing Date, the parties may, by mutual agreement, extend the Closing until the conditions precedent are satisfied. In the event the parties cannot reach 11 4819-3910-4386,v.4 such mutual agreement for such extension, this Agreement shall automatically terminate, and neither party shall have any further rights or obligations hereunder, except those indemnification obligations which expressly survive such termination. Section 3.4. Documents at Closing. (a) At Closing,the Authority shall deliver to the Redeveloper: (i) The Redevelopment Property Deed, (ii) All certificates, instruments and other documents necessary to permit the recording of the Redevelopment Property Deed, (iii) A standard Seller's Affidavit properly executed on behalf of the Authority with respect to judgments, bankruptcies, tax liens, mechanics liens, parties in possession, unrecorded interests, encroachment or boundary line questions and related matters, (iv) If applicable, the owner's duplicate certificate of title to the Redevelopment Property. The Authority need not provide an abstract of title if the property is classified as abstract property, (v) An affidavit of the Authority in form and content satisfactory to the Redeveloper stating that the Authority is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code, and (vi) The certification as to representations and warranties described in Section 3.3(b)(iv). (vii) The executed Declaration of Restrictive Covenants and Prohibition Against Tax Exemption. (b) At Closing,the Redeveloper shall deliver to the Authority: (i) The Purchase Price in cleared funds, (ii) A Certificate of Real Estate Value, and (iii) The certification as to representations and warranties described in Section 3.3(a)(viii). ARTICLE IV Reimbursable Expenses and Construction of Minimum Improvements 12 4819-3910-4386,v.4 Section 4.1. Reimbursable Expenses. (a) Following conveyance by the Authority of the Redevelopment Property, the Redeveloper shall incur the costs of the Reimbursable Expenses set forth on Schedule D, all in accordance with City specifications, as soon as practicable, but no later than August 1, 2019 (subject to Unavoidable Delays). Section 4.2. Construction of Minimum Improvements. (a) The Redeveloper agrees that it will construct the Minimum Improvements on the Redevelopment Property in accordance with this Agreement and the approved Construction Plans and will maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. The Redeveloper agrees that subject to Unavoidable Delays it shall commence construction of the Minimum Improvements within ninety (90) days of the Date of Closing and have substantial completion by December 31, 2020. Section 4.3. Preliminary Plans and Construction Plans. (a) Preliminary Plans. Thirty (30) days prior to commencement of construction of the Minimum Improvements, the Redeveloper shall submit the Preliminary Plans to the Authority for approval. The Preliminary Plans shall not be inconsistent with this Agreement or any applicable state and local laws and regulations, insofar as said consistency may be determined at said preliminary stage. The Authority shall approve or reject (in whole or in part) such Preliminary Plans in writing within twenty (20) days after the date of receipt thereof. If no written rejection is made within said twenty (20) days, the Preliminary Plans shall be deemed approved by the Authority. Any rejection shall set forth in detail the reasons therefor. If the Authority rejects the Preliminary Plans, in whole or in part, the Redeveloper shall submit new or revised Preliminary Plans within a reasonable time after receipt by the Redeveloper of the notice of rejection. The provisions of this Section relating to approval, rejection and resubmission of new or revised Preliminary Plans shall continue to apply until the Preliminary Plans have been approved by the Authority. The Authority's approval of the Preliminary Plans shall not be unreasonably withheld, conditioned or delayed, however if an Event of Default has occurred or is continuing, the Authority may withhold approval of the Preliminary Plans. (b) Construction Plans. Prior to the Redeveloper's commencement of construction of the Minimum Improvements, the Redeveloper shall submit Construction Plans to the City. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity in all material respects with this Agreement, the Preliminary Plans, and all applicable state and local laws and regulations. No approval by the Authority shall be deemed to relieve the Redeveloper of the obligation to comply with the terms of this Agreement and applicable federal, State and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of any Event of Default. 13 4819-3910-4386,v.4 (c) Changes. If the Redeveloper desires to make any material change in the Preliminary Plans after their approval by the Authority, then the Redeveloper shall submit the proposed change to the Authority for its approval. If the Preliminary Plans, as modified by the proposed change, conform to the requirements of this Section with respect to such previously approved Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Preliminary Plans shall, in any event, be deemed approved by the Authority unless rejected in writing by the Authority, in whole or in part, within twenty (20) days after receipt of the notice of such change, setting forth in detail the reasons therefor. Section 4.4. Certificate of Completion. (a) Promptly after completion of both the Reimbursable Expenses and the Minimum Improvements, the Authority will furnish the Redeveloper with a Certificate of Completion therefor. The Certificate of Completion shall be a conclusive determination and conclusive evidence of the satisfaction and termination of all of the agreements and covenants in this Agreement. (b) If the Authority believes the Redeveloper has failed to complete the Minimum Improvements, or the Authority refuses or fails to provide a Certificate of Completion, the Authority shall, within twenty (20) days after a written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Authority believes the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, and what measures or acts will be necessary, in the opinion of the Authority, for the Redeveloper to perform in order to obtain the Certificate of Completion. (c) The construction of the Minimum Improvements shall be deemed to be completed in accordance with the Redeveloper's obligations hereunder when the City has issued a certificate of completion. 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 14 4819-3910-4386,v.4 Authority. The builder's risk policy shall be obtained for each of the single-family, owner- occupied homes constituting the Minimum Improvements at the time the Redeveloper receives a certificate of occupancy for each home; (ii) Comprehensive general liability insurance together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used); and (iii) Workers' compensation insurance, with statutory coverage. (b) All insurance required by this Article V shall be taken out and maintained in responsible insurance companies selected by the Redeveloper which are authorized under the laws of 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. 15 4819-3910-4386,v.4 Section 6.2. Prohibition Against Transfer of Redevelopment Property and Assignment of Agreement. Also, for the foregoing reasons the Redeveloper represents and agrees that prior to the earlier of the issuance of the final Certificate of Completion for the Minimum Improvements or the Termination Date: (a) Except for the purpose of obtaining financing necessary to enable the Redeveloper to perform its obligations with respect to constructing the Minimum Improvements and any other purpose authorized by this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the Authority. If the Redeveloper remains liable and bound by this Redevelopment Agreement, the Authority's approval is not required. Any such transfer shall be subject to the provisions of this Agreement. Notwithstanding the foregoing, the Redeveloper may: (i) Transfer the Redevelopment Property to any corporation, partnership, or limited liability company controlling, controlled by, or under common control with the Redeveloper, (ii) Convey any easements necessary for the Project; or (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 16 4819-3910-4386,v.4 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 (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article shall be in a form reasonably satisfactory to the Authority. If the foregoing conditions are satisfied, then the Redeveloper shall be released from its obligations under this Agreement. Section 6.3. Release and Indemnification Covenants. (a) The Redeveloper covenants and agrees that the City, the Authority and the governing body members, officers, agents, servants and employees of either of them (collectively, the "Indemnified Parties") shall not be liable for, and agrees to indemnify and hold harmless the Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or resulting from any defect in the Minimum Improvements, due to any act, including negligence, of the Redeveloper or of others acting on its behalf or under its direction or control; provided, however, that the Redeveloper's indemnification obligations in this subparagraph (a) shall not apply to any loss resulting from negligent, willful or wanton misconduct of any of the Indemnified Parties. The indemnification requirement set forth herein shall survive the Closing and the termination of this Agreement. (b) The Redeveloper agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceeding by any person or entity arising or purportedly arising from this Agreement or the transactions contemplated hereby or the construction and ownership of the Minimum Improvements, due to any act, including negligence, of the Redeveloper or of others acting on the behalf or under the direction or control of the Redeveloper; provided, however, that the Redeveloper's indemnification obligations in this subparagraph(b) shall not apply to any loss resulting from any negligent or willful misrepresentation or any negligent, willful or wanton misconduct of any of the Indemnified Parties. (c) None of the Indemnified Parties shall be liable for any damage or injury to the person or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be on or about the Redevelopment Property or Minimum Improvements due to any act or negligence of any person, other than the negligence or misconduct of an Indemnified Party. (d) None of the Indemnified Parties shall be liable to the Redeveloper or to any third party for any consequential or other damages that may arise out of delays of any kind relating to activities undertaken pursuant to this Agreement, including but not limited to delays due to environmental conditions, court challenges or elements outside the control of the Authority. 17 4819-3910-4386,v.4 (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 substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, following notice of default to the Redeveloper, as discussed herein, and the expiration of thirty (30) days to cure said alleged default. (d) The Redeveloper shall: (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Code or under any similar federal or state law; or (ii) make an assignment for the benefit of its creditors; or (iii) admit in writing its inability to pay its debts generally as they become due; or (iv) be adjudicated as bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Redeveloper as bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the Redeveloper, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Redeveloper, and shall not be 18 4819-3910-4386,v.4 discharged within ninety (90) days after such appointment, or if the Redeveloper shall consent to or acquiesce in such appointment. Section 7.2. Remedies on Default. Whenever any Event of Default referred to in Section 7.1 occurs, the Authority may take any one or more of the actions set forth below if the Event of Default is not cured within thirty (30) days after the Authority provides written notice to the Redeveloper of such Event of Default. Notice of default shall specify the nature of the default under this Agreement and the actions necessary to cure the default. (a) The Authority may suspend its performance under this Agreement until it receives assurances from the Redeveloper, deemed adequate by the Authority, that the Redeveloper will cure its default and continue its performance under this Agreement. (b) The Authority may cancel and rescind this Agreement. (c) The Authority may withhold its Certificate of Completion. (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. Section 7.3. No Remedy Exclusive. No remedy of the Authority hereunder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right accruing upon any default shall impair any such right or shall be construed to be a waiver thereof, but any such right may be exercised from time to time and as often as may be deemed expedient. Section 7.4. 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 7.5. 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. ARTICLE VIII Additional Provisions 19 4819-3910-4386,v.4 Section 8.1. Conflict of Interest. No member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. Section 8.2. Restrictions on Use. The Redeveloper shall not in marketing or sale of the Redevelopment Property, the Minimum Improvements, or any portion of the such real property or improvements, discriminate upon the basis of race, color, creed, sex or national origin or any other basis prohibited by applicable local, State or federal laws or regulations. Section 8.3. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 8.4. Notices and Demands. Any notice, demand, or other communication permitted or required to be given hereunder by either party to the other shall be deemed given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, transmitted by facsimile, delivered by a recognized overnight carrier, or delivered personally to the following addresses: (a) If to the Redeveloper: Fridley Investments LLC, Attn: Steven Dunbar, Ivy Properties, LLC, 5000 Glenwood Avenue, Suite 300, Golden Valley, MN, 55422. With a copy to: James Winkels, Amcon Construction Co., 6121 Baker Road, Suite 101, Minnetonka, MN 55345. . and a copy to: Robert J. Foster, Foster Breuer Wehrly, PLLC, 2812 Anthony Lane South, Suite 200, St. Anthony, MN 55418. (b) If to the Authority: Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, 7071 University Avenue NE, Fridley, MN 55432, Attention: City Manager. Fax: (763) 571-1287. With a copy to: Monroe Moxness Berg PA, 7760 France Avenue South, Suite 700, Minneapolis, MN 55435-5844, Attention: James R. Casserly, Esq. Fax: (952) 885-5969. Section 8.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 8.6. Law Governing. This Agreement will be governed and construed in accordance with the laws of the State. 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. 20 4819-3910-4386,v.4 Section 8.8. Provisions Surviving Termination. Termination of this Agreement shall not terminate any indemnification or other rights or remedies under this Agreement due to (i) any Event of Default which occurred and was continuing prior to such termination, or (ii) any cause of action which arose before the termination. In addition, termination of this Agreement shall not terminate any Declaration of Restrictive Covenants and Prohibition Against Tax Exemption which shall have been recorded against the Redevelopment Property at or prior to Closing. IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and the Redeveloper has caused this Agreement to be duly executed on or as of the date first above written. (Signature pages follow) 21 4819-3910-4386,v.4 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 22 4819-3910-4386,v.4 Dated: , 20 FRIDLEY INVESTMENTS LLC By Its STATE OF MINNESOTA ) )ss COUNTY OF ) On this day of , 20_, before me, a Notary Public, personally appeared , the of Fridley Investments LLC, a Minnesota limited liability company, and acknowledged the foregoing instrument on behalf of said limited liability company. Notary Public Redeveloper Signature Page - Contract for Private Redevelopment 23 4819-3910-4386,v.4 SCHEDULE A DESCRIPTION OF REDEVELOPMENT PROPERTY Lot 6,except the North 21 feet of the East 79 feet, Lots 7,8„9,10,11,12,13,15 and 16,all in Block 1, Fridley Plaza Center,Anoka County, Minnesota and Lot 2, Block 2, Fridley Plaza Center,Anoka County,Minnesota and North 21 feet of the East 79 feet of Lot 6,Block 1, Fridley Plaza Center,Anoka County, Minnesota Abstract Property 24 4819-3910-4386,v.4 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 Fridley Investments LLC, a Minnesota limited liability company (the"Grantee"). WITNESSETH, that the Grantor, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby convey and quit claim to the Grantee, its successors and assigns, forever, all the tract or parcel of land lying and being in the County of Anoka and State of Minnesota described as follows: See Exhibit 1 hereto TOGETHER with all hereditaments and appurtenances belonging thereto, subject to all conditions, covenants, restrictions and limitations imposed by matters of record. Check box if applicable: ❑ Grantor certifies that Grantor does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document. ❑ Grantor is familiar with the property described in this instrument and certifies that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. 25 4819-3910-4386,v.4 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/VLJ) sent to: 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 Fridley Investments LLC (952) 885-5999 26 4819-3910-4386,v.4 SCHEDULE C FORM OF CERTIFICATE OF COMPLETION 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 Fridley Investments LLC, a Minnesota limited liability company (the "Redeveloper") certain real property described as: See attached Exhibit 1 WHEREAS, the Redeveloper has performed 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. Dated: , 20 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its: Chairperson By Its: Executive Director 27 4819-3910-4386,v.4 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 (JRGVLJ) 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 28 4819-3910-4386,v.4 SCHEDULE D REIMBURSABLE EXPENSES Reimbursement for Demolition of former Fridley City Hall, Fire and Police building - 6431 University Avenue Reimbursable Costs Abatement of buildings and site (see Phase I Report by Braun) Qualifying Costs and requirement for credit a. Hazardous Material Abatement i. Hazardous Material Survey(both non-destructive and destructive testing) ii. Hazardous Material abatement— 1. Professional Administration of abatement work by qualified consultant. 2. Removal of all required hazardous materials identified in survey by qualified Contractors. Three competitive bids required, low bidders cost used for reimbursement, but work can be completed by Contractor of choice. 3. Proper management of site contamination encountered during demolition in accordance with Minnesota Pollution Control Agency requirements. 4. Disposal of all removed materials as required by law at the direction of consultant. iii. Submittals for Reimbursement 1. Summary of all requested costs for reimbursement 2. Copies of Contract with Consultant, any change orders,and all invoices for services. No markup of consulting services will be allowed. 3. Contract with Contractor, approved changes to contract, pay requests or invoices, and copies of all closeout documents. No markup of contracting services will be allowed. 4. Copies of manifests and dumping tickets for all waste material. No markup of disposal costs will be allowed. 5. Certification by Consultant that all work was done according to the laws of the State of Minnesota. b. Demolition i. Demolition Prep 1. All Permits and Licenses require for demolition work at this site. 2. Security Fencing 3. Dust Control 4. Waste Management(See complete Demo requirements below) 29 4819-3910-4386,v.4 a. Any and all waste not acceptable for landfill disposal remaining in the building after closing. b. Blowing debris generated from site, on site and within one block of the site. c. Management of soil tracking from site. ii. Demolition of Structures 1. Demolition of all buildings and existing parking structure.Three competitive bids required, low bidders cost used for reimbursement, but work can be completed by Contractor of choice. 2. Abandonment and/or relocation of all existing utilities including electric (including lights and poles),gas,telecommunication, sanitary sewer, water and storm sewer. Methods of abandonment and/or relocation and any remaining utilities after demolition will need to be coordinated with Public Works. 3. Demolition of all site concrete and pavement a. Sidewalks, planters, water features, driveways, curb,etc b. Disposal of all Demolition debris 4. Fill and grading of site to allow drainage. a. Topographic ALTA Survey of site post demolition b. Use of on-site materials first c. General offsite borrow necessary for positive drainage of site. Foundation fill and compaction only for that portion of the site upon which the Minimum Improvements are to be constructed. d. Survey of site post fill operations to determine quantities. 5. Final Grading and stabilization of the site. iii. Gun Range. Any environmental testing and remediation associated with the gun range facility. iv. Environmental Review. Any costs associated with the updating and assignment to the Redeveloper of any geotechnical or environemtnal investigation,to include but not limited to the removal of the gas tank on the Redevelopment Property. v. Submittals for Reimbursement 1. Summary of all requested costs for reimbursement 2. Invoices for all Demolition prep,and sub-contractor contracts. No markup of contracting services will be allowed. 3. Contractor Bids, and Executed Contract. No markup of contracting services will be allowed. 4. Copies of disposal Manifests and dumping scale tickets(truck counts will not be accepted) 5. Invoices for all import material (must be approved prior to placement) 6. 10 percent for overhead and administration. 30 4819-3910-4386,v.4 City of Fridley Demolition Requirements All demolition work is understood to be contained within the building structure. Any additional demolition of parking lot or other site areas will require an additional permit. Dust control and trash control must be provided at all times during demolition as describe below. Any repair of replacement of service utilities requires additional permit. Any activity that creates problems with erosion or loss of soil materials will require erosion control prior to the start of the work. (See below) General Conditions • Parking should be contained on the site. • No trailers overnight on the street. • Storage of dumpsters, trailers, etc. need to be on the property, they are not allowed to be parked/stored on the street. • All unloading, including equipment and fill material, should be done at the property. Equipment should not be driven down the road or sidewalks because it can cause damage. You are responsible for any damage that happens to the public right of way caused by your construction work. • If you have a portable toilet at the construction site it must to be on the property (cannot be on the right of way) and should be cleaned regularly. • Blowing trash and dust/debris can be a problem at construction sites. All trash and construction debris needs to be placed in a dumpster and monitored to make sure trash is not blowing around the neighborhood • Grass must be mowed and noxious weeds controlled during demolition and construction in compliance with the City's vegetation ordinance. • Maintain site security to prevent unauthorized entry, vandalism, etc. It will be the responsibility of the general contractor to have an approved stormwater pollution prevention plan that includes at a minimum the following: 1. Maintain the entrance and silt fence in working condition. 2. Provide Dust Control 3. Ensure that all sub-contractors and suppliers use the rock construction entrance only. 4. Keep the silt fence and the rock construction entrance in operation until final grading and sodding have been completed and the driveway paved. 31 4819-3910-4386,V.4 Erosion Control General Conditions (If Needed) • Silt Fence o Put up before any other work is done o Install on downslope side(s) of site with ends extended up sideslopes a short distance o Place parallel to the contour of the land to allow water to pond behind the fence o Entrench 4 inches deep o Stake (every 3 feet minimum) o Leave no gaps/overlap if necessary o Inspect often and maintain o Remove sediment when deposits reach half way up fence or bale • Rock Construction Entrance o Install a single construction access using large crushed rock(1 Y2 "to 21/2 ")to prevent tracking of soils off project site o Put rock 6 inches deep, 12 feet wide, 50 feet long o Maintain rock access through project end o All vehicles to use rock entrance • Sediment Cleanup o By the end of each work day, sweep/scrape up soil tracked on roads, alley,sidewalk o After a storm clean up soil washed off site onto sidewalks, streets, alleys. • Revegetation o Seed & mulch, sod or mulch disturbed area as soon as project is completed, but no later than 7 days of demolition completion. • Preserving Existing Vegetation o Preserve existing trees, shrubs, sod,as much as possible Dust Control General Conditions The Contractor must have a dust control plan that includes at a minimum the following: • Dust generated from demolition activities may contain significant levels of silica, lead, asbestos, and particulate matter. Inhalation of silica and asbestos is known to cause lung cancer and exposure to even small quantities of lead dust can result in harm to children and the unborn. In addition to complying with the dust control measures below,any person engaged in demolition or renovation projects must comply with applicable state and federal regulations for asbestos and lead containing materials and notification and inspection requirements for Control of Hazardous Air pollutants. Put up before any other work is done o Dust Control Measures(a) • Any person, owner, or operator who conducts demolition or renovation that is a dust generating activity or source shall implement the following dust control measures to prevent off-property transport of fugitive dust emissions: 32 4819-3910-4386,v.4 • (i)Asbestos and lead containing materials: demolition and renovation activities that involve asbestos or lead containing materials must be conducted in accordance with State, Federal and Local rules. • (ii) Building permit: obtain a building permit, if required. • (iii) Restrict access: restrict access to the demolition area to only essential vehicles and personnel. • (iv) High winds restriction: no demolition activities may be performed when local wind speeds exceed 30 miles per hour. (v) Drop height: unload truck beds and loader or excavator buckets slowly and at the lowest height possible. Minimize drop height of materials through screening operations. • (vi) Engineering controls: use one or more of the following engineering controls as necessary or as directed by a City code compliance officer when (i)—(v) are not effective at preventing off property transport: o (A) Wet suppression: apply water to demolished materials or pre-wet materials to be demolished as necessary. Prevent water used for dust control from entering any public right-of-way, storm drainage facility,or watercourse. o (B) Chemical stabilization:apply chemical stabilizers to demolished materials or materials to be demolished using manufacturer's recommended application rates. Avoid over- application and prevent runoff of chemical stabilizers into any public right-of-way, storm drainage facility,or watercourse. o (C) Wind barrier: construct a sand fence or other type of wind barrier to prevent wind erosion of top soils. 33 4819-3910-4386,v.4 SCHEDULE E EXISTING ENVIRONMENTAL REPORTS Phase I Environmental Site Assessment for City Plaza 6431 University Avenue N.E., Fridley, Minnesota; proposal for City of Fridley by Braun Intertec dated June 6, 2018. 34 4819-3910-4386,V.4 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, 2030. 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, 2030 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. 35 4819-3910-4386,v.4 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/VLJ) 7760 France Avenue South, Suite 700 Minneapolis, MN 55435-5844 (952) 885-5999 36 4819-3910-4386,v.4 Exhibit A to Declaration of Restrictive Covenants and Prohibition Against Tax Exemption Legal Description 37 4819-3910-4386,v.4 SCHEDULE G MINIMUM IMPROVEMENTS The Redeveloper shall construct the following Minimum Improvements on the Redevelopment Property: Fridley Senior Housing 6431 University Avenue NE, Fridley, MN 4 �� . oto Gros e ua 1 nr x Y.;. . ui10- UiW pibor #� �, . it II , ,f ;i: 1 ii i . r pi X11 1 vi 101 y �i , I r . 1 r. ii ii :i: 1� f ` r `, Y V____________________ FRIDLEY SENIOR HOUSING FRIDLEY INVESTMENTS,LLC 38 4819-3910-4386,v 4 Fr 1 1-1 r- _ . •1 T Y FRIDLEY SENIOR HOUSING FRIG{.EY;I\VF IMF,( TS,11C 39 4819-3910-4386,v.4 v Y illin .":,••••11.00141.••••••16b. . .1 -, 1 ��• s it m -fie . , I--- . r.:,•9r wt r , '=� 4 * 1' ,..mac«�s • ft. 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'11 ..4 '7,..i .,,1 :!'• .......,.,,. -4 ',r) 0A rn ,-7,- ci • 46 Oir 1 ..0.6 .F.. -41 -`o• ___ __ 111 1 111 1 in.1.11 Ilk] le _ i J In n „, l - , _ ,, 1 1 , ---J1171 oat ',•,,7 I - I 1 Inn FL , . I , , ;,„ Inn 10 ..i_ gd J ill . ....„ _ 3 C. i l ] -- - 11 - ...... a a a a a a 0 f— in M Z 0 0 C - W ..._ Z - 0 47 SCHEDULE H TITLE COMMITMENT • ALTA Commitment for Title Insurance 4111301?::'. FirstAmericazi rtie" mac=sr Fist American Tile Insurance Company Commitment COIMTIENT FOR TITLE INSIAIAINCE Issued By FIRST AMERICAN TITLE INSURANCE COMPANY ritIS NOTICE 2.1353-•ISL.-0 IMPORTANT-MEAD CAREFULLY:THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE NSURANCE POLIULS ALL CLAIM OR REMEDES SOUGHT AOANST THE COMPANY INVOLVING THE CONTENT OF THIS Cflift[TIMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COINfTIENT IS NOT AN ABSTRACT OF TITLE,REPORT OF THE CONDITIGN OF TITLE,LEGAL OPINION,OPINION OF TITLE,OR OTHER REPRESENTATION OF TIE STATUS OF TITLE THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF TIE MILE,INCLUDING ANY SEARCH MID EXAMINATION,ARE PROPRETARY TO THE COMPANY,WERE PERFO RIED SOLELY FOR THE BENEFIT OF THE COMPANY,AND CREATE NO EICIRACONTRACTUAL LIAMLRY TO ANY PERSON,NCLUONG A PROPOSE)INSURED. TIE COMPANY'S OBLIGATION UNDER THIS COM AITMEHT IS TO A POLICY TO A PROPOSE)INSURED IDENTIFIED N SCHEDULE A N ACCORDANCE WITH THE TERMS AM)PROVISIONS OF THIS COMMITMENT_THE COMPANY HAS NO UABLTTY OR OBLIGATION INVOLVING TIE CONTENT OF THIS COMMITMENT TO ANY OILER PERSON. COMMITMENT TO MOUE POILY Subject b he Noire;Shceide B,Pat I--Re esentSchedule B,Pat II—Eaceplion ad the Cue isak Cam,First Amer/ran TO tasarairce Company,a Netaaka Capaalia(he 'C.mpn), camels lo issue he Policy acme O the Mus and pdnisahs of Ms Caeieeat This Camined is etledire as of he Cammined Dale gnawer Schedule A Tar each Pi described in Schedule A,anywhere the Compaq has erbed in Schedule A bob he spea?id dole,more as he Proposed Poise Amur"aid the ease of the Proposed leered If el dhe Scheer*8.Part l—Remeernerds bare eat been met min six mains at the C.eariried Dale,this C. ..,&temirales and lie Company's May and abipafon end Frac American Tile insurance Company Coudesiaed by - „1--) r` r �! r;;I: !,, �•L ..C�. De is%J_Unger,Nice R6aled iliaxeleed Caunteraynalure Details J.chore,Residue land Titit4 Mc. -Pu Canuany Name CAy.state oar"s Rouleau.Sedately ills jaded was spisiotddadmoicallg,it Asa algid bamet Tti pages arm a pan ora 2016 ALTA*Canrnenet for 7One ern ra'ne issued by Rat Ameetah TMe banana Company.rhes Codnntmet s not sale Woad to Mite;the Comnrtl at to sane poach;Me toamnwnnereCan Ors Sawa*A;S<MEMO 64 Pat f—frequiernents;Schedule a,Part a--except ons;and a ca inter-3gn1ue by tf a Campanytre Atittatg agent Mat mnany be IR elaalli lc SIM Coppliged 20oe-2015 Omni=Tart Tile MoscUelon.Al rats awrseddium - The use ands Farm(a any demean lheeorj s mended to ALTA licensees and LAA e r r ILL ALTA melee>n goad standing as Oen dale or lee.N abler nes are propos e& Repented under loose Sam the American Land The Aseodiurt. Fan 5030300(1-31-17) ti^ Page 1 or 10 ALTA Cafraaert la Tie Insurance(8-1-16) LT Fite No.:522740 35 H-1 COMMRM6IT CONDITIONS 1. DffINNT1ONS {al 'Knowledge'ar"Known':Actual or imputed knowledge,but nalcorslrucIve nice impaled try the Public Retards. {hl 'Land':The laid described in Schedule A and attuned implatien>ants that try law ceristkiti real property.The lawn Laud'does nd include arty property bend tie lines o1 tie aea described in Schalk!A,nor any rapt lite,merest,estate,a easement in anultng steels, roads,avenues,alleys,lanes,ways,or waterways,but this does nd modify or lirril tie extent that a right d axes o and trim tie Lard is ti be named by tie Pdicy. {cit 'klalgage':Arnortage,deed al bust.archer sealety instrument,inducing are evidenced byeletaricmeals authorized by lam. {dl 'Pally':Each oantad a1 He insurance,in a b n adopted by tie American Land Tie ASSo»ton,issued aro be issued by tie Company pursuant 1a tiles Cammtnent. {el 'Pr:posed Insured': Each person identted n Schedule A as the Proposed hailed d each Poky to be issued pursuant to the Canmitnern {il 'Proposed Poky Annul': Each dollar amount specified in Schedut3 A as the Prepared Pdicy Amount a1 each Pdicy to be issued pursuant to the Commtrlent {gl 'Pubic Recods-:Records established under stale statutes al tie Canwnilmeil Date for tie purpose at imparting construcive notice of matters relating to real property to purchases for value aid witout Knowedge. {hl 'Tule The estate or intterestdesclibed in Schedule A. 2. M al d tie Schedule B, Part I-Requirement have rot beei net wi en tie true period specified in he Commitment to Issue Perky,tits Caurmitmeni tamlinates and the Canpaiy"s liabiliy and odigetan end. 3. The Company's fertility aid chlgatnn is limited by and his Commitment is nd valid*taut {al the Nc4ce; {til tie Canmit'naitta Issue Pdicy; {cit tie Caixrritneit Cordite/is; {dl Schedule A, {el Schedule B.Pad l—Requirements; {n Schedule B,Part Il—Exceptuns;and {gl a oatrita-sig1atre by tie Company crclsissung agalt tial my be inelectlonc farm. 4. COMPANY'S RIGHT TO AMEND The Company may amend this Cornn rrentatanyime.the Canpaiyameids his Commitment to add a detect,nal,encumbrance,adverse darn,ar ether matter recorded in tie Pubic Reds prior to tie Camminenl Data,any natality al the Company is limed by Comrnime l Caidiiai 5.The Campanry shall nd be liana 1a any cher anendmell to this Commitment 5. LIMITATIONS OF UAll1UTY {al The Company's leblity under Canrnitmeri Candton 4 is Indeed to he Proposed Insureds actual expense incurred in he interval between tie Company's deivery to tie Proposed Ireured al the Conwritneri and he dewy d he anended Canrnitneri,reaping tan tie Proposed Inisured sgoodfath reran to: {it oorrply wit'he Schedule B,Pal I--RegJreriieits: {i) eliminate,witi the Cernpalyswritten consent anySdhedtie B,Pal II—Exoeptars:ar acquue tie Tile ar create the Mergage covered by thisConirrilmert. {bit The Ccrnpaiy shall nd be liable under Corr/eminent Candtton tie Proposed hared requested he amendment or had Knowledge aloe male'ard did rolnatty tie Conpaiyatout itin wiling. {cit The Company will arty have Iiabitly under Commitment Caidion 4 it tie Proposed Insured would nil have no.ieed tie expense hal he Cernrnitmerl included tie added mailer when heCamminentwas kat deivered la tie Proposed Insured. {di The Cernpary's liability shall not exceed he lesser at tie Proposed Insured's actual expanse marred in goad tach and descrbed n C irmitnerd andirons 5{a gil hrough 5{al$ril a the Prapased Pdicy Amount. {el The Company shall net be liable lar the content al the Tra isactai!deification Data,if any. {1I h no event shall tie Ccrnpaiy be aliigaled o issue tie Policy referred to in tis Canni.tivanl unless al d tie Schedule B,Pail I— Requrenieits have been met to he salstadien alba C r aiy. {gl h any event,the Cornpaiy s liabiiy is limited by the terns aid prarsons d he Poky. 6. UABI ITY OF THE COMPANY MUST BE BASED ON THIS COM MTMENT TFTs page is orry a pal d a 2vf fi ALTA Commane el ki TJxe tri snake issued by FinfAinrican Tale Insrrance Osmpan y Tha Cb,mrrrtrrrail snot valid*Alba the Nuke:the Cormnibreie b issue Ftl y:the Conrre mere Cmduions,Schedule A Sc./lade/3 R Pea I--Regalenratls Schedule H Pail 11--Exception s•and a comb,sigrelu.e by be Company or As issuing agent Iher may beim&ecJierrc kwm Copyright a00e@01 a Annricen Lad Tile Association Al ruts risaved .111 The use elate Farre Or ariy denvalive trareoft is resticied b ALTA i nensees and k,11nit ALTA members in good standing m of tie dale°fuse.Al other uses ale prohihled, Reprinted under Renee Iran tie knew=Land Tie Aaaccia►m. Farr 5030000(1 31-171 Page 2 d 10 ALTA Canmtnenl la Tite hare-Ice GS'1 161 2 4819-3910-4386,v.4 {al Only a Proposed Insured identified in Schedule A,and no Oiler person,may make a darn under this Caiwnitnent Jbj Any claim mint be based in contact and must berestictedsdtiy tote tarns and praaiamsof les Commitment. !cJ Until the Pdicy is issued,his Conwnitnent,as Iasi revised is tie elalusve and entre agreement between tie partes will respect to tie su 4ednnailerof tis Ccrnmitneit and supeisedes Al priarcamrMmeitnegotatons,reassentatats,and proposals af any land,whistler wiinor oral ere or iniøi retng to tie su4ect mailer oltris Cammtment. {di The deutan or rtadificatiat d any Schedule 8, Part II—Exc>t fa l does nal oarstiula an agreerrent or alligator ti provide overage beyond he terns and paeans d his Ccrrwnrtnerl a the Policy. {el My arnendmeri or endorsement to is Canrnitrle it rust be in*Bing and autentiated by a penal authorized by tie Company. ;f1 When tie Pdicy is issued,al liability and obligation ander his Canmitnenl MI end and tie Company's oriy liablity will be under he Policy. T. F TNS COiIITNB4T HAS BEEN ISSUED BY AN ISSUING AGBIT The Being agents tie Campany'sagent only for tie lilted purpose of wing tte insurance oormitnents and pdides.The issung agent is nal tie Company's agent fa the purposed piondng dosing or setlenerA services. a. PROFORMA POUCY The Company may provnde,at tie request of a Proposed reined,a pro-torrna pdicy illustrating tie coverage hat he Company may provide.A pia-norma policy nate relects tie status of The at the fine hal tie pro-tolma pdicy is dehered to a Prcposed hewed, nor is it a corrrnitnerl b insire. 9. ARBITRATION The Policy contains an arbitatiai dause.All arbitrable matters when the Proposed Poky Amount is$2,000,000 or less shat be arbtrated at tie potion d ether to Company a tie Proposed hared as heexdusive remedy of tie pales.AProposed kissed may review a Dopyof tie arbitaton rules al httiPwwwalta.ogtattlitalon. TJrs page is only a pedal a 2016 ALTO'Camrritnrenr br TM h swan ce issued by Firs)American lith Murano!Company This CornrrWYrren I s nal veld wilhool the Notice the Carrrriamaa Jo Issue Poky:the CoenmiLnenl Conthans Schedule A'Scheclik R Faa 1---Reau+enradr Schedule a Pan u-Except ons'and a mistier signamle by the Company or its issiing mad!hat may be in ebcLear c Cum Coniirthit 28002010 American Lard Tiia Association Al riytt:reserved_ The use at the Form Oran,"demeto el o ve tteaf}I redncled ALTA and ....Him 1, ALTA'members in good starchry as at tie dale of use.An arra uses are ruminated. Reprinted under license tan tie Arnencal Land Tile AsenaaIm. Farre 501030(1-31-17) Page 3 of 10 ALTA Cornett nett tar Titre hxranae 0-1161 3 4819-3910-4386,v.4 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE A ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY Transaction Identification Data for reference only: Issuing Agent:Land Title, Inc. Issuing OfCtoe:2200 County Road C West Suite 2205,Roseville,MN 55113 Issuing Office's ALTA' Registry ID: Loan ID Number: Commitment Number:522740 Issuing Office Fie Number:522740 Property Address: XXXX Unassigned,Fridey, MN 55432 XXXX Unassigned,Friday, MN 55432 XXXX Unassigned,Fridey, MN 55432 XXXX Unassigned,Fridey, MN 55432 Revision Number:5 1. Commitment Date:October 17,2018 at 7:00 am 2. Poky to be issued: (a)] 2006 ALTAEOwner's Pdicy(6-17-06) Proposed Insured: TBD Proposed Pdicy Amount: $TBD (will 2006 ALTA Loan Poky Proposed Insured: Proposed Pd icy Amount: $ (c) ALTAR Palo/ Proposed Insured: Proposed Pdicy Anoint: $ 3. The estate or interest in the Land described or referred bei this Commitment is FEE SIMPLE. 4. The Tile is,at the Camrmitment Date,vested in: City of Fridley,a Mnnesota municipal caporaicn (as to Lot 6 and Lots 8,9,10,11,12 and 13, Blot 1)and The Housing and Redevelopment Authority in and fa the City of Fridey(as io Lots 7, 15 and 16, Block 1 and Lot 2, Blocic2) 5. The Land is described as talons: See Attached Exhibit A. Abstract Property Anoka County,State of Minnesota This page is orgy a pan d a 2Or 6 ALTA*Cammvmdnt for Trate ins/fence issued by First American UM insurance Cbmpen y This r Qrnrriti cert is not raid without the Nair!;he Cannritment b issue 1%14•be Carib:rr ant Caneib ns.'Schedule A.Schectrb R Pat i—Regaiemags' Schedule B.Pan t----Ercepikins and a co-artier-signature by the Casrpeny or its issuing agora that nay bele eectionrc hr nu Copyright 2006.2018 American Land Tire Association All highs reserved. Tare use of he Form?orany denrarme hereof}is resticted to ALTAIice'isees and V111ri 1 a i ALTA reenters rngoodstandingasofhedatea1use.Ailoherusesiiabrahh%ed. Repented undertaeree inn he Arnencar tend Tile Associahn g4 Farm 503000011-31 171 f Page 4 at 10 ALTA Carnrntment far Tile Insurance OH 161 4 4819-3910-4386,v.4 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE A ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY Commitment Nurrter. 522740 Revision Ntttnber:5 EXHIBIT A Lot 6,except the North 21 feet of the East 79 feet,Lots 7,8„9,10,11,12,13,15 and 16, ai in Block 1,Fridey Plaza Center,Anoka County,Minnesota and Lott,Block 2, Fridley Plaza Center,Andra County, Mf,nesota and North 21 feet of the East 79 feet of Lot 6, Block 1,Fridley Plaza Center,Andra County, Mnnesala Abstract Property This pagers orntya part da 2016 ALTA*Commitment derToleioswanceissuedbyFirst Mrmicmh Tritetnshranoe Campery.This Gmnitmertt isnot void without the Notice.the Commitment to issue dkLkey:the Commitment C & ,'Schedule A Schell k R Part 1—Regariamals Sehed&e a Part D.--Exc pb ns and a cvunter•sigynatu+e by the Company or its issuing agent that may ba in ere/Work dorm Copyright 20484418 American land Tile Asocialon Al rights raged MENEM 41411,11 The use of the farm{or arty the derivative eoft is restricted$0 ALTA fem a i and b v A>.�a! �I ALTA members to good standing as at tie date of use.At other uses are pnatitired. Reprinted cider$cerise trap tie Arnertcah Land Tile Asaaaattm. Farm 5030000{1 31 171 Page 5 0110 ALTA Carnrnrmeit tar Tile Flamenco{8.1.161 5 4819-3910-4386,v.4 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART I ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY Commitment Number: 522740 Revision Number:5 SCHEDULE B, PART I Requirements Al of the following Requirements must be met: A. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who wit obtain an interest in the Laid or vita will make a loan on the Land.The Company may that make additional Requirements or Exceptions. B. Pay the agreed amount for tie estate or interest to be insured. C. Pay the premiums,fees,and charges for the Policy to the Company. D. Documents satisfactory to the Company that convey the Title a create the Mortgage b be assured,or both, must be property authorized,executed,delivered,and recorded in the Pubic Records. E. This is an Informational Comnsitment only. There are no requirements. This page is and y a peg ad a 2016 ALTM Convmdmatl der Thtfe insurance issued by Frust American Title tru+ranee Compan y This Camnstment is not void wilhent the Napa The C n/Yment le Issue Pelcy:The Comrri1rne a Unctions:Schedule At Schectua B.. Pall J—Regaiirenrent Schedule B.Pam s.and a cauniet•signeave try the Company at its issuing agent that maybe in eleclloric dorm Copyright 20084018 American Land Tuft Aso deport Al rigfts reserved. 1111111 ...MINI. The use of yrs Farm{orarri de y:a a hties ai ereof!is r ed to ALTA Norman , Il1 i,Mei ill ALTA members In good standing as of he dale of use.Ali coiner uses are p+4hhted. Repented under toeree torn tie Arnencai Land Tile Assmatcrt Farre 50 3000 0{1.31 17 Page 8 of 10 ALTA Comrdtneni far Tile tnsuranoe 0.1-181 6 4819-3910-4386,v.4 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART N ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY Commitment Number: 522740 Revision Number: 5 SCHEDULE B,PART Exceptions THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT,CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Poky wM not uisure against loss a damage resitting tram tie terms and provisions of any lease or easement identified ni Schedule A, and vii include the toiowing Exceptions unless cleared to the satisfacion of the Company: 1. Any defect,hen,encumbrance,adverse dam,a other matter that appears far the first time in tie Pubic Records or is created,attaches,or is disclosed between the Commitment Date and tie date on which all of the Schedule B, Part I- Requrements are met NOTE:Upon dosing with Land Title,Inc., Item 1 on Schedule B,Part 1 will be deleted.The Final Policy will extend coverage as to the gap between the Effective Date listed in Item 1 of Schedule A and the date of recortng of the instruments creating the interest to be insured. 2. Rights or claims of parties in possessiai not shaven by the pubic records. 3. Any encroachment,encumbrance,violation,variation,or adverse caramstance affecting the Title fiat would be disclosed by an accurate and complete land surrey of the Land. 4. Easements or claims of easements,which are not shown by the pubic records. 5. Any lien a right to a lien for services,labor or material heretofore or hereafter furnished, imposed by law and not shown by fie pubic records. 6. Taxes or special assessments which are not shown as existing hens by the records. 7. General and special taxes and assessments as hereafter listed,if any(al amounts shown being exclusive of interest, penalties and costs). 8. No coverage is provided fa municipal code compliance matters and fees uncurling,but not invited to, uthties,right of way maintenance,water or sewer services,a fees for tree,weeds,grass,and snow or garbage removal, police boarding,vacant buiding registration and zoning. Thospage isonly apart ofa2t?16ALTA.Cwkt entkitT*insaranoeissued byFirst American TTYeJnsaranceCompany This Commitment fitment is not raid without the Notice the Canmikma t la Issas!Pe cy:the CannmeTrnl Crncfi+ons Schedule A.Schealuki 9 Pale.M--Regaaivements Scheddde fl Part A--&captions and a maitre.waddle by rhe Company or its issuing agent that may be in electronic.&trm Ceprrigi t 2006401 d American Lard Tia.Association All rigfts reserved. The use of tui Farm{arra ,rama lielft is remanded to ALTA licensees and A.1i n i+I �!demarc, 3l ui ALTA chanters in good standing as of lie doe of use.All cher uses ane preheated. Repented under acerae i am tie American Laid Tile Asswatm. Farm 503000011.31 171 Page 7 ci 10 ALTA Commitment far Tile Insurance 0.1 181 7 4819-3910-4386,v.4 ALTA COMMITMENT FOR'TITLE INSURANCE SCHEDULE B PART II ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY Commitment Number. 522740 Revision Number:5 9. Tax I.D.No.: 143024310087 Taxes for the year 2016: $0.00,Total,ae 1st 112 Paid,2nd 1/2 Paid, Base Tax: EXEMPT Tax I.D.No.: 143024310088 Taxes for the year 2018: $545.16,Total, are 1st 1.2 Paid,2nd 1/2 Paid,Base Tax: EXEMPT Tax I.D.No.: 143024310089 Taxes for the year 2018: $0.00,Total,are 1st 1/2 Paid,2nd 112 Paid, Base Tax: EXEMPT Tax I.D.No.: 143024310090 Taxes for the year 2018: $155.53,Total, ae 1st 1/2 Paid,2nd 1/2 Paid,Base Tax: EXEMPT Tax I.D.No.: 143024310093 Taxes for the year 2018: $0.00,Total,are 1st 1/2 Paid,2rxi 1/2 Paid, Base Tax: EXEMPT Tax ID.No.: 143024310095 Taxes for the year 2018: $0.00,Total,ae 1st 1/2 Paid,2nd 1/2 Paid, Base Tax: EXEMPT Tax I.D.No.: 143024310096 Taxes for the year 2018: $0.00, Total,are 1st 1/2 Paid,2nd 1/2 Paid, Base Tax: EXEMPT Tax I.D.No.: 143024310098 Taxes for the year 2018: $0.00,Total,are 1st 12 Paid,2nd 1/2 Paid,Base Tax: EXEMPT Tax I.Q.No.: 143024310099 Taxes for the year 2018: $0.00,Total,are 1st 112 Paid,2nd 1/2 Paid, Base Tax: EXEMPT Tax I.D.No.: 143024310100 Taxes for the year 2018: $21.29,Total,are 1st 112 Paid, 2nd 1/2 PaidBase-$0 Exempt Tax I.Q.No.: 143024310091 Taxes for the year 2018: $0.00,Total,ae 1st 1/2 Paid,2nd 1/2 PaidExenpt Tax I.D.No.: 143024310092 Taxes far the year 2018: $0.00, Total,ae 1st 1/2 Paid,2nd 1/2 PaidExenpt NOTE: 1st Half Taxes are payable on or before May 15th and 2nd Half Taxes are payable an or before October 15th. This page is only a pan d a 2015 LTA*Cormritmmo$ar Trite in siren ce dssmed by Firs!,Mreriran Tile insurance Company This[bmnv1rran! is,not vaid nvthaut the Notice:the Corrvnit iai to!ssoe PiAcy:the Convrrilmen!Ca anions:Schedurie A'Schadirb E Pan 1....Reoariaments Schedule R Part tt----€xcepiiens and a awn ier,signaarra by the Company or its issuing agent that may be in ekcJagnc farm Cogright 2006.2816 American Ladd Tire Association.AL dglls reserved. IMON The use al+h6 Farm{aro danrattie lraeofp rs restricted to ALTA iiomse s and {army Iwl.1 II It a ALTA members in good starxting as of tae dale of use.Alt other uses are prohibited .,,1. Repented under ioerae from the A-nem:an Land Tie Assonaton. Farm 9933000{1-31 171 Page 8.110 ALTA Gommtrnartfo Tale hearanae 0-1-161 8 4819-3910-4386,v.4 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART ft ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY Camnitment Number: 522740 Revision Number: 5 10. Levied and pending special assessments,if any. 11.Contract for Private Development and Lease-Purchase Agreement between The Housing and Redevelopment Authority in and for the City of Fridley aid Dayton-Hudson Corporation,dated June 5,1984,fled June 6,1984 as Document Number 644818, Fist Supplement filed as Document Number 669769 and Second Supplement to Contract for Private Development and Lease Purchase Agreement, dated August 30,2005,fled August 31,2005 as Document Number 1977890.002,and Collateral Assignment to TCF National Bank,filed August 312005 as Document Number 1977890.007 and Assignment and Assumption Agreement by Target Corporation,fled October 14,2005 as Document Number 1978979.002 and Amendment to Reaffimatian of Collateral Assignment bled July 13,2006 as Document Number 1985948.012. (as to Lot?and No.21 feet of East 79 feet of Lot 6) Note:Certificate of Completion and Release of Forfeiture fled Mardi 262002 as Document Number 1660474. 12. Memorandum of Leasehdd Agreement between the Housing and Redevelopment Authority in and for the City of Fridley and Fridley Plaza Office Bulking Partnership,dated February 22,1989,tiled Mardi 9.1989 as Document Number 842658,Mich was assigned to Performance Investments,a himesota General Partnership by Assignment tiled March 9.1989 as Document Number 842660 as assigned to Columbia Park Properties as referenced ii Amended and Restated Leasehold Agreement,dated October 14,1993, fled January 18,1994 as Document Number 1092196.(Lot 15 and part of Lot 7) 13.Access Easement Ageement between 6499 Partners LLC,The city of Fridley and the Housing and Redevelopment Authority in and for the city of Fridley,dated August 30,2005,filed August 312005 as Document Number 1977890.003. (Lot 7) 14. Parting and Sign Easement Agreement between the Housing and Redevelopment Authority in and for tie city of Fridley and Columbia Parts Properties LLC,dated September 3,2009,fled December 23,2009 as Document Number 2012222.003.(Lot 2,Block 2) 15. Utlity easements over the subject property as shown on the recorded plat. 16. Rights or dawns of tenants,as tenants only, under unrecorded leases,if any. 17. Easement between Housing and Redevelopment Authority of City of Fridley and Dayton Hudson Corporation,dated Mardi 15,1985,fled March 28,1985 as Document Number 669768.(as to No.21 feet of East 79 feet of Lot 6) This p age is only a pee at a 2016 ALTA*Conairidrnerd trt Tate insaranoe issued by Film!American The Pada/ice Campo/ This Cbmnibeena is now vaid wAhau!the Nonce:the Commti mere!o issue Flo%y;the Con vearrert Cam:bans Schedule A,'Scheebrrle fl.ad 1--R«tar..arrrents: Sehedaie R Papa 0—Exceptions.and a aoxnle,.sign akr+e by the Company or its isstrikg a geil Md may be in aeetionic farm Cep/right 2006.2016 American land Tina Association Al rights assayed KM! The use of he Farre(area/deny/tree thereof)is restricted to ALTA hoensees and ruler a ALTA members in goad standing as of tie dare at use.All dher uses are proPebted. u , Repented cidericaense from tie American Land Title Aaaoiakon. Farm 503)000+,1 31 171 Page 9 d 10 ALTA Camnitnent far Tide 11ms- oe -1-161 9 4819-3910-4386,v.4 ALTA COMMITMENT FOR TITLE INSURANCE SCHEDULE B PART H ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY Commitment Number: 522740 Revision Number:5 18. Surface Panting Easement Agreement between C08 Fridey MN LLC and City of Fridley dated December 192011,filed January 122012 as Document Number 2026989.001.(as to No.21 feet of East 79 feet of Lot 6) 19. Mortgage,Assignment of Leases and Rents and Security Agreement executed by CO8 Fridley MN LLC,a Delaware limited iabiity company,dated April 3,2012,bled April 11,2012 as Document Number 2030806.002 in the amount of$6,713,750.00, in favor of KeyBarflc National Association,which was MESNE assigned to Deutsche Bank Trust Company Americas,as Trustee tor the Registered Folders of UBS Commercial Mortgage Trust 2012-C1,Camneruial Mortgage Pass-Through Certificates Series 2012- Cl,bled July 172012 as Document Number 2035510.001.(as to easement interest in No.21 feet of East 79 feet of Lot 6 and covers additional property) 20. UCC Financing Statement by and between COB Fridley MN LLC,debtor,and Key Bank National Association,seared party,filed April 11,2012 as Document Number 2030806.004,which was MESNE assigned to Deutsche Barak Trust Company Americas,as Trustee for the Registered Holders of UBS Commercial Mortgage Trust 2012-C1,Commercial Mortgage Pass-Through Certificates Series2012-C1 by Assignment filed July 17,2012 as Document Nunber 2035511.001 (as to easement interst in No.21 feet of East 79 feet of Loth and covers additional property) 21. UCC Financing Statement by and between C08 Fridley MN LLC,debtor,and Deutsche Trust Company Americas as Trustee for the Registered Folders of UBS Commercial Mortgage Trust 2012-C1,Commercial Series 2012-C1,secured party,bled April 11,2017 as Document Number 2167628.001. 22. If there are any questions regarding ttis Commitment,please contact Jon Edstrom at(651)697-6127 or by email at jedstram@tandl ieinc.com. Please reference LT Fie No.522740. This page is ardy a pea al a 2o1.6 ALTA*Commitment hrTrlae In suranceissued by Anti American r else arance CBnrpamy This Ctammlmant is not wald without the Nation:the Comimihrest to issue Fhky.the Commiamaard Condkan1:Salted.*A.Schecir+ls B.Pat.1-J?aca®ements Schedule fl Pan 11--Fxoeptions and a mandsr-sra we by the Company or its issth g Gaal that may barn decliardc form Copyright 2006-201 6 American Lard Tilly Asociate&Al rights rsentsd. The use alto o Farm{arany derivative Mensal is restiated fa At.TA licensees and a ail 1 n la n W IR P€1 el ltf ALTA members In good standing as of tie date al use.Al otter uses aie pchdied Repnnbi under Iaerse from tie Amen Land The AsaOan. Farm 5033030{1-31 171jrit Page 10 a1 10 ALTA Carnmamenl ler Titer insurance 0-1-161 10 4819-3910-4386,v.4 fliij ACTION ITEM cm�f HRA REGULAR MEETING Fridley JANUARY 3, 2019 Date: December 20, 2018 To: Wally Wysopal, Executive Director From: Paul Bolin, Asst. Executive HRA Director Subject: CEE Loan Program Contract Extension The Center for Energy and Environment (CEE) is the non-profit agency responsible for administering the HRA's housing rehabilitation programs. The Authority has contracted with CEE since 1996 to oversee the housing programs. Partnering with CEE, allows the HRA to outsource most of the administrative functions, including program marketing, loan processing, underwriting, loan closing, and disbursements to the contractors. CEE is able to provide technical assistance to Fridley homeowners on such topics as remodeling, energy conservation, indoor air quality and related subjects. The partnership with CEE allows the Authority to leverage outside dollars (e.g. Minnesota Housing Finance Agency, Met Council, Federal funds, etc.) and customize loan packages to meet individual homeowners' circumstances. The current agreement with CEE expired on December 31, 2018. Staff believes it is important to continue working with CEE and is recommending that the HRA renew its commitment for another two years. Attached is a copy of the proposed extension that would run through December 31, 2021. There are really two minor changes. CEE is now charging each City $500 annually to help cover their administrative tasks and increasing the installation verification fee from $70 to $100 to recover their actual costs. Recommendation Staff recommends that the Authority approve the amendment to the Loan Origination Agreement with the Center for Energy and Environment through December 31, 2021. • AMENDMENT TO THE LOAN ORIGINATION AGREEMENT BETWEEN HOUSING AND REDEVOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY AND CENTER FOR ENERGY AND ENVIRONMENT Fridley Home Improvement Loan Program The Agreement made the 18th day of February, 2004 by and between the HOUSING AND REDEVOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, with offices at 7071 University Ave NE, Fridley, MN 55432, (the "Authority"), and the CENTER FOR ENERGY AND ENVIRONMENT, with its offices at 212 3rd Avenue North, Suite 560, Minneapolis, Minnesota 55401 ("CEE") is hereby amended. Section 2. Compensation of the agreement are amended to read 2.1 Annual Administrative Fee: $500 Installation Verification: $100 The Annual Administrative Fee shall be payable on January 1St of each year the contract is active. Section 5. Term and Termination of the agreement shall read: 5.1 Unless earlier terminated as provided in the following paragraphs, this Agreement shall become effective on January 1, 2006 and continue through December 31, 2021. Exhibit A-19 shall replace Schedule A from the original Loan Origination Agreement Exhibit A-19 recognizes the HRA Resolution which was accepted and took effect July 1, 2018. All other sections of the contract shall remain as written in the original and amended agreements. IN WITNESS WHEREOF, the parties hereunder set their hands as of the date written below: HOUSING AND REDEVOPMENT CENTER FOR ENERGY AND AUTHORITY IN AND FOR THE CITY ENVIRONMENT OF FRIDLEY By By Executive Director Date Date #2846 By TAX ID 41-1647799 Asst. Executive Director Date K:\HRA\HRA Agenda Packets\2019 Agenda Packets\1 January 3,2019\6.1 8th Amendment Fridley 2019.doc 12/28/2018 E _ `u ani ry = • _ O ▪ _ y 0 o u Q a`$ o o 24'21!121.2 -° • 3 W C - 25_ _ - p \u L �. 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ACTION ITEM Fndley HRA REGULAR MEETING JANUARY 3, 2019 Date: December 20, 2018 To: Wally Wysopal, Executive Director From: Paul Bolin, Asst. Executive HRA Director Subject: Agreement Regarding Issuance of TIF Note — Northern Stacks The Northern Stacks redevelopment project was completed much quicker than originally anticipated and has been a great addition to the City's commercial and industrial stock. As the project wraps up, the developer is seeking to simplify the number of notes that will be issued for the project. Originally, it was thought that the notes would need to be issued by each phase, as it was anticipated that the build out would take at least 10 years. Attached is a resolution authorizing the execution of an agreement with Fridley Land, LLC, regarding the issuance of a Tax Increment Revenue Note. The agreement acknowledges that the new note being issued is in accordance with the redevelopment contract. The two notes previously issued will be returned to the HRA so that there will only be a single outstanding note for $15,775,000. Per Jim Casserly, a copy of the actual agreement will be forwarded next week. Council for Fridley Land, LLC, has not yet approved it for his client. Recommendation Staff recommends that the Authority approve the agreement between the Authority and Fridley Land, LLC. 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 AN AGREEMENT RELATING TO THE CONTRACT FOR PRIVATE REDEVELOPMENT BY AND BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY MINNESOTA AND FRIDLEY LAND LLC 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 an Agreement (the "Agreement") with Fridley Land LLC, a Minnesota limited liability company (the "Redeveloper") relating to the Redevelopment Agreement defined below. 1.02 The Parties to the Redevelopment Agreement wish to memorialize that various requirements have been satisfied and the Note contemplated by the Redevelopment Agreement is to be issued. Section 2. Findings. 2.01. The Board hereby finds that the Agreement promotes the objectives as outlined in its Development Program established pursuant to Minnesota Statutes, Section 469.001 et seq. 2.02. The Board hereby finds that it has approved and executed (i) a Contract for Private Redevelopment between the Authority and the Redeveloper dated as of October 3, 2013 (the "Contract"), (ii) a First Amendment to the Contract dated as of May 1, 2014, (iii) a Second Amendment to the Contract dated as of November 6, 2014, and (iv) a Third Amendment to the Contract dated as of July 14, 2016 (the "Redevelopment Agreement"). Section 3. Authorizations. 3.01. The President and the Executive Director (the "Officers") are hereby authorized to execute and deliver the Agreement when the following conditions are met: (a) Substantial conformance of an agreement to the Agreement presented to the Authority as of this date with such additions and modifications as the Officers may deem desirable or necessary as evidenced by the execution thereof. Adopted by the Board of the Authority this day of , 2019. President ATTEST: Executive Director 2 4819-9509-7988,v. 1 Fridley HRA Housing Program Summary Cover Page January 3, 2019 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 E-mail detailing recent activity and year to date. Fridley Loan Summary Report Activity for Period 11/16/2018- 12/15/2018 cee:' Center for Energy and Environment Application packets requested/mailed: This period: 2 Year-to-Date: 21 Residential Advisor Visits: This period: 0 Year-to-Date: 18 Loans currently in process for residents in your City/Neighborhood: 22 Closed Loans This period: Year-to-Date: Fridley Units Units 0 0 Closed End 0.00 0 287,004.93 11 Last Resort 0.00 0 0.00 0 Last Resort Emergency 0.00 0 2,120.00 1 Deferred Mobile Home Closed End 0 0 Senior Deferred 65,919.62 4 108,914.62 6 Total 65,919.62 4 398,039.55 18 Leveraged Funds This period: Units Year-to-Date: Units CEE 5,106.14 1 25,106.14 2 MHFA FUF 0.00 0 22,752.00 2 Total 5,106.14 1 47,858.14 4 Types of Improvements Financed YTD #of Projects %of Total Types of Properties Financed YTE # %of Total Commercial-Non-residential 3 12.00 Additions/Finishing off unused space 2 4.35 Single Family Residence 20 80.00 Air Conditioning 2 4.35 Townhouse 1 4.00 Bathrooms 2 4.35 Two to Four Unit Property 1 4.00 Driveways 3 6.52 Electrical 2 4.35 Fence 1 2.17 Flooring/Carpet/Tile 3 6.52 Heating System 4 8.70 Insulation 3 6.52 Kitchens 4 8.70 Lighting 2 4.35 Other Exterior Improvements 3 6.52 Other Interior Improvements 5 10.87 Plumbing 1 2.17 Roof 1 2.17 Siding, Stucco,Exterior Paint 2 4.35 Water Heater 1 2.17 Windows, Doors,Storm Windows,Stom 5 10.87