HRA Res 2017-05 Authorizing Execution of Contract w/Sherman
EXECUTION: June 1, 2017
CONTRACT
FOR
PRIVATE REDEVELOPMENT
By and Between the
HOUSING AND REDEVELOPMENT AUTHORITY
In and For
THE CITY OF FRIDLEY, MINNESOTA
And
SHERMAN ASSOCIATES DEVELOPMENT LLC
This document was drafted by:
James R. Casserly, Esq.
Vickie Loher Johnson, Esq.
Monroe Moxness Berg PA
7760 France Ave South, Suite 700
Minneapolis, MN 55435
952-885-5999
CONTRACT FOR PRIVATE REDEVELOPMENT
THIS AGREEMENT, made as of the _____ day of _________, 2017, by and
Housing and Redevelopment Authority in and for the City of Fridley,
between the
Minnesota
(the “Authority”), a political subdivision of the State of Minnesota organized
Sherman Associates
under the Constitution and laws of the State of Minnesota and
Development LLC
(the “Redeveloper”), a Minnesota limited liability company organized
under the laws of the State of Minnesota.
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 to provide employment opportunities, to provide adequate
housing in the City, 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 et seq. (the “Act”), the redevelopment
plan known as the Modified Redevelopment Plan for its Redevelopment Project No. 1
(the “Project Area“) which plan, as amended, and as it may be amended, is hereinafter
referred to as the “Redevelopment Plan” in the City to encourage and provide maximum
opportunity for private development and redevelopment of certain property in the City
which is not now in its highest and best use;
WHEREAS, in connection with the Project Area, Tax Increment Financing District
No. 22 (the “Tax Increment District”) has been approved by the Authority and the City
and the Tax Increment Financing Plan has been certified by Anoka County and filed
with the State, pursuant to the Minnesota Tax Increment Financing Act contained in
Minnesota Statutes, Section 469.174 to 469.1799;
WHEREAS, major objectives in establishing the Redevelopment Plan are to:
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. Secure additional employment opportunities within the Project Area and
the City for residents of the City and the surrounding area, thereby improving living
standards, reducing unemployment and the loss of skilled and unskilled labor and other
human resources in the City.
3. Prevent the deterioration of and secure the increase of
commercial/industrial property subject to taxation by the City, Independent School
Districts, Anoka County, and the other taxing jurisdictions in order to better enable such
entities to pay for governmental services and programs required to be provided by
them.
4. Provide for the financing and construction for public improvements in and
adjacent to the Project Area necessary for the orderly and beneficial redevelopment of
the Project Area and adjacent areas of the City.
5. Promote the concentration of new desirable housing, retail, and other
appropriate redevelopment in the Project Area so as to maintain the area in a manner
compatible with its accessibility and prominence in the City.
6. Encourage local business expansion, improvement, and redevelopment,
whenever possible.
7. Create a desirable and unique character within the Project Area through
quality land use alternatives and design quality in new or remodeled buildings; and
8. Encourage and provide maximum opportunity for private redevelopment of
existing areas and structures which are compatible with the Project Area.
WHEREAS, in order to achieve the objectives of the Authority and City in
creating the Project Area and adopting the Redevelopment Plan the Authority is
prepared to provide assistance in accordance with this Agreement; and
WHEREAS, the Authority believes that the development and redevelopment of
the Project Area pursuant to this Agreement, and fulfillment generally of the terms of
this Agreement, are in the vital and best interests of the Authority and the health, safety,
morals and welfare of its residents, and in accord with the public purposes and
provisions of applicable federal, state and local laws under which the development and
redevelopment are being undertaken and assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other as
follows:
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ARTICLE I
Definitions
Section 1.1. Definitions
. In this Agreement, unless a different meaning clearly
appears from the context:
“Act” means the Minnesota Statutes, Sections 469.001 to 469.047, as amended.
“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.
“Available Tax Increment” means 90% of the Tax Increment.
“Certificate of Completion” means the certification, in the form of the certificate
contained in Schedule D attached to and made a part of this Agreement, provided to the
Redeveloper, pursuant to Section 4.4 of this Agreement.
“City” means the City of Fridley, Minnesota, or its successors or assigns.
“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 shall be as detailed as the plans, specifications,
drawings and related documents which are submitted to the building official of the City
and which includes at least the following for each building: (1) site plan; (2) foundation
plan; (3) floor plan for each floor; (4) elevations (all sides); (5) facade and landscape
plan; and (6) such other plans or supplements to the foregoing plans as the City may
reasonably request.
“County” means the County of Anoka, Minnesota.
“Date of Closing” means the date or dates set forth in Section 3.1(b).
“Estimated Market Value” or “Market Valuation” means the market value of real
property as determined by the county assessor of the County in accordance with
Minnesota Statutes, Section 469.177, subd. 8 (or as finally adjusted by any assessor,
board of equalization, commissioner of revenue, or any court).
“Event of Default” means an action by the Redeveloper described in Section 7.1
of this Agreement.
“Master Plan” means the Fridley LRT Station Full Phase Master Plan dated
January 26, 2017, attached as Schedule E.
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“Minimum Improvements” means the Site Improvements and improvements to be
constructed by the Redeveloper on the Redevelopment Property which improvements
consist of approximately 71 mixed-income rental units in a 4-story building as shown on
the Master Plan as Phase I.
“Minnesota Critical Areas Act” means the statutes located at Minnesota Statutes,
Section 116G.01 et seq., as amended.
“Minnesota Environmental Policy Act” means the statutes located at Minnesota
Statutes, Sections 116D.01 et seq., as amended.
“Minnesota Environmental Rights Act” means the statutes located at Minnesota
Statutes, Sections 116B.01 et seq., as amended.
“National Environmental Policy Act” means the federal law located at 42 U.S.C.
Sub. Sect. 4331 et seq., as amended.
“Note” means the Limited Revenue Tax Increment Note in the principal amount
not to exceed Six Hundred Twenty-Six Thousand Dollars ($626,000.00), substantially in
the form of Schedule H attached to and made a part of this Agreement, and to be made
by the Authority payable to the order of the Redeveloper in accordance with Article III of
this Agreement. Interest on the Note shall be 5.0% commencing on the date the
Certificate of Completion is issued.
“Party” means a party to this Agreement.
“Park Improvements” means the improvements and amenities as described more
specifically on the Site Plan.
“Project” means the Redevelopment Property and the Minimum Improvements.
“Purchase Price” means the sum of $400,000.
“Redeveloper” means Sherman Associates Development LLC, a Minnesota
limited liability company, organized under the laws of the State of Minnesota, its
permitted successors or assigns, or an affiliated entity as described in Section 6.2(a).
“Redevelopment Plan” means the Modified Redevelopment Plan adopted by the
Authority in connection with its Redevelopment Project No. 1.
“Redevelopment Property” means the real property upon which the Minimum
Improvements are to be constructed, which real property is described on Schedule A of
this Agreement.
“Redevelopment Property Deed” means a quit claim deed or deeds, substantially
in the form of the deed in Schedule B of this Agreement, used to convey the
Redevelopment Property from the Authority to the Redeveloper.
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“Site Improvements” means the improvements to be constructed by the
Redeveloper on the Redevelopment Property as shown on Schedule F.
“State” means the State of Minnesota.
“Tax Increment” means only that portion of the real estate taxes paid with respect
to the Redevelopment Property which is remitted to the Authority as tax increment from
the Tax Increment District pursuant to the Tax Increment Act.
“Tax Increment Act” means the Tax Increment Financing Act, Minnesota
Statutes, Sections 469.174 to 469.179, as amended and as it may be amended.
“Tax Increment District” means the Tax Increment Financing District No. 22
approved and adopted by the Authority and the City within the Redevelopment Project
No. 1 pursuant to the Tax Increment Act.
“Tax Official” means any City or county assessor, County auditor, City, County or
State board of equalization, the commissioner of revenue of the State, or any State or
federal district court, the tax court of the State, the State Court of Appeals or the State
Supreme Court.
“Termination Date” means the date on which this Agreement is terminated in
accordance with the provisions contained in Articles VII or IX.
“Unavoidable Delays” means delays in the performance of a party’s obligations
herein, which delays are outside the control of the party claiming its occurrence, and
which are the direct result of unforeseeable events or causes, including but not limited
to acts of God, act of war or terrorism, acts of the public enemy, acts of the state,
federal and local government (except that the Authority may not create an Unavoidable
Delay by virtue of its own action), acts of the other party, strikes, delay in condemnation
proceedings for the Property, other labor troubles, fire, floods, epidemics, quarantines,
restrictions, unavailability of power, unavailability of materials, delays due to damage or
destruction of the Minimum Improvements, discovery of hazardous materials or other
concealed site conditions or delays of contractors due to such discovery, acts of
governmental entities including legislative or administrative actions taken by entity,
unusually adverse weather or delays of contractors due to such causes, unforeseen
environmental issues, and litigation commenced by third parties which by injunction or
other similar judicial action directly results in delays and other casualty to the Minimum
Improvements, the Redevelopment Property or the equipment used to construct the
Minimum Improvements.
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ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority
. The Authority represents and
warrants that:
(a) The Authority is a public body duly organized and existing under the laws
of the State. Under the provisions of the Act, the Authority has the power to enter into
this Agreement and carry out its obligations hereunder.
(b) The Authority has created, adopted and approved the Redevelopment
Program in accordance with the terms of the Act.
(c) The Authority has created, adopted and approved the Tax Increment
District pursuant to the Tax Increment Act.
(d) The Authority, subject to Unavoidable Delays, will convey the
Redevelopment Property to the Redeveloper pursuant to and subject to Article III hereof
for uses in accordance with the Redevelopment Program and this Agreement.
(e) The Authority will cooperate with the Redeveloper with respect to any
litigation commenced by third parties in connection with this Agreement.
(f) 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(g).
(g) 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, and/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 expressly set forth in the reports
described in Schedule C, copies of which have been delivered by the Authority to the
Redeveloper.
The Authority’s representations and warranties shall survive the delivery of the
deed for the Redevelopment Property to the Redeveloper.
Section 2.2. Representations and Warranties by the Redeveloper
. The
Redeveloper represents and warrants that:
(a) The Redeveloper will purchase the Redevelopment Property from the
Authority pursuant to Article III hereof and in the event the Redevelopment Property is
conveyed to the Redeveloper, then the Redeveloper will construct the Minimum
Improvements in accordance with the terms of this Agreement, the Redevelopment
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Program and all local, state and federal laws and regulations (including, but not limited
to, environmental, zoning, building code and public health laws and regulations).
(b) At the time of construction of the Minimum Improvements, the
Redeveloper will have complied with all applicable local, state and federal
environmental laws and regulations, and will have obtained any and all necessary
environmental reviews, licenses or clearances under (and is in compliance with the
requirements of) the National Environmental Policy Act, the Minnesota Environmental
Policy Act, and Minnesota Critical Areas, Act of 1973. As of the date of execution of this
Agreement, the Redeveloper is aware of no facts, the existence of which would cause it
to be in violation of any local, state or federal environmental law, regulation or review
procedure or which would give any person a valid claim under the Minnesota
Environmental Rights Act.
(c) The Redeveloper will construct the Minimum Improvements in accordance
with all applicable local, state or federal energy-conservation laws or regulations.
(d) The Redeveloper will obtain all required permits, licenses and approvals,
and will meet, in a timely manner, all requirements of all applicable local, state and
federal laws and regulations which must be obtained or met before the Minimum
Improvements may be lawfully constructed.
(e) The Redeveloper is a limited liability company organized under the laws of
the State of Minnesota, is authorized to transact business in the State, has duly
authorized the execution of this Agreement and the performance of its obligations
hereunder, and neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement is prevented, limited by or conflicts with or
results in a breach of, the terms, indebtedness, agreement or instrument of whatever
nature to which the Redeveloper is now a party or by which it is bound, or constitutes a
default under any of the foregoing.
(f) The Redeveloper agrees that it will cooperate with the Authority with
respect to any litigation commenced by third parties in connection with this Agreement.
(g) Whenever any Event of Default occurs and continues beyond the
expiration of any applicable cure period and the Authority shall employ attorneys or
incur other expenses for the collection of payments due or to become due or for the
enforcement or performance or observance of any obligation or agreement on the part
of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within
thirty (30) days of written demand by the Authority, pay to the Authority the reasonable
fees of such attorneys and such other reasonable expenses so incurred by the
Authority.
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(h) The financing arrangements which the Redeveloper has obtained or will
obtain to finance construction of the Minimum Improvements will be sufficient to enable
the Redeveloper to successfully complete the Minimum Improvements as contemplated
in this Agreement.
(i) The construction of the Minimum Improvements with the income and rent
restrictions, in the opinion of the Redeveloper, would not reasonably be expected to
occur solely through private investment within the reasonably foreseeable future without
the assistance provided by the Authority pursuant to this Agreement.
(j) The Redeveloper shall not allow any use or occupancy of the
Redevelopment Property or Minimum Improvements by a “Sexually Orientated
Business” as defined in Ordinance No. 965 of the City’s Code.
(k) Once acquired by the Redeveloper, the Redevelopment Property shall 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 shall similarly not become exempt until after the dissolution or other
termination of the Tax Increment District. The Redeveloper acknowledges and agrees
that the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption
attached hereto as Schedule G (“Declaration”) shall be recorded against the
Redevelopment Property on the Date of Closing.
(l) The Redeveloper agrees, notwithstanding the provisions of Article VI, that
it will not assign, convey or lease (except as set forth in the next sentence) any interest
of 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. A lease of an interest or portion of the Redevelopment Property shall not be
prohibited by this subparagraph unless it results in an exemption of the redevelopment
Property from ad valorem property taxes pursuant to subparagraph (k) above.
(m) The Redeveloper shall construct the Minimum Improvements pursuant to
the Construction Plans and the Master Plan approved by the City.
(n) The Redeveloper’s representations and warranties shall survive the
delivery of the deed for the Redevelopment Property to the Redeveloper.
(o) Until the Termination Date, the Redeveloper will maintain the Minimum
Improvements as rental housing for low and moderate income individuals as described
in Section 469.1761 of the Tax Increment Act and with the following income and rent
restrictions:
1. Income restrictions: One of the following income tests must be met; at
least 20% of the units must be occupied by tenants whose income is 50% or less
of the area median income or 40% of the units are occupied by tenants with
income of 60% or less of the area median income.
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2. Rent restrictions: For the income restricted units, the rental rates must
minimally follow the maximum gross rents by family or bedroom size as
established by Minnesota Housing Finance Agency for the Section 42 Tax Credit
program.
All apartment units comprising the Minimum Improvements will be leased, rented,
or available for lease or rental on a continuous basis to members of the general
public so that this representation and warranty is satisfied.
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Prior to February 15 of each year commencing with the year following the year that the
Certificate of Completion has been issued, the Redeveloper shall provide an affidavit,
on a form used for the Section 42 Tax Credit Program, stating that the Minimum
Improvements have been maintained as rental housing for low and moderate income
individuals for the preceding year and that the applicable rent restrictions have been
satisfied.
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ARTICLE III
Conveyance of Property and Note
Section 3.1. Conveyance of the Redevelopment Property
.
(a) Title. The Authority shall convey marketable title to and possession of the
Redevelopment Property to the Redeveloper under a quit claim deed in the form of the
Redevelopment Property Deed contained in Schedule B of this Agreement. The
conveyance of title to the Redevelopment Property pursuant to the Redevelopment
Property Deed and the Redeveloper’s use of the Redevelopment Property shall be
subject to all of the conditions, covenants, restrictions and limitations imposed by this
Agreement, the Redevelopment Property Deed, and the Declaration.
The Authority shall deliver to the Redeveloper a commitment for an owner’s title
insurance policy (ALTA Form B-1970) issued by a title insurance company acceptable
to the Authority and Redeveloper, naming Redeveloper as the proposed owner-insured
of the Redevelopment Property in the amount of the Purchase Price (the
“Commitment”). The Commitment shall have a current date as its effective date and
shall commit to insure marketable title in Redeveloper, free and clear of all mechanics’
lien claims, unrecorded interests, rights of parties in possession or other standard title
exceptions, including the deletion of the survey exception should Redeveloper obtain
the Survey (as such term is defined herein). The Commitment shall set forth all levied
real estate and special assessments. Said 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 title commitment. Redeveloper will be allowed thirty (30) days
after receipt of the Commitment and the Survey (as defined herein) to make an
examination of the Commitment and to make any objections to the marketability of the
title to Redevelopment Property, said objections to be made by written notice to the
Authority in the manner set forth in Section 8.5(b) herein, or shall be deemed waived,
and shall be included in the Redevelopment Property Deed as a permitted
encumbrance.
If the title to the Redevelopment Property, as evidenced by the Commitment and
a survey, as provided by the Redeveloper at Redeveloper’s sole cost and expense (the
“Survey”), together with any appropriate endorsements, does not evidence good and
marketable title of record in the Authority and is not made so by the Date of Closing,
Redeveloper may, as its sole recourse, 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 for the Authority’s
contribution of $2,500 toward the survey costs; or
(ii) Elect to accept the title in its then-existing condition by giving
written notice to the Authority, and proceed to Closing, with no reduction in the
Purchase Price.
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(b) Time of Conveyance. The Authority shall execute and deliver to the
Redeveloper the Redevelopment Property Deed for the Redevelopment Property upon
the closing of the Development Loan (as defined in Section 7.8) and the award of
Housing Tax Credits by the Minnesota Housing Finance Agency or on such later date
as the Authority and the Redeveloper shall mutually agree in writing (the “Date of
Closing”). The Redeveloper shall take possession of the Redevelopment Property on
the Date of Closing. The Authority will also execute any other documents reasonably
required by the Commitment.
(c) Price and Payment. The Authority agrees to sell and the Redeveloper
agrees to purchase the Redevelopment Property for the Purchase Price.
Unless otherwise mutually agreed by the Authority and the Redeveloper, the
execution and delivery of all documents and the payment of the Purchase Price shall be
made at the principal offices of the Authority. The Purchase Price to be paid by the
Redeveloper for the conveyance of the Redevelopment Property from the Authority to
the Redeveloper shall occur on the Date of Closing and be paid in immediately available
U.S. funds. The Redevelopment Property Deed shall be in recordable form and shall be
promptly recorded, along with the Declaration. The Redeveloper shall pay all costs for
such recording.
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
prorated as of the Date of Closing based upon the parties’ 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. On or prior to the Date of
Closing, the Redeveloper shall pay all pending or levied special assessments which will
be a credit against the Purchase Price.
Section 3.2. Conditions Precedent to Conveyance
. The obligations of the
Authority to convey the Redevelopment Property to the Redeveloper shall be subject to
the following conditions precedent:
(a) On the Date of Closing, the Redeveloper shall be in material compliance
with all of the terms and provisions of this Agreement;
(b) Low income housing tax credits shall have been awarded to the Project by
the Minnesota Housing Finance Agency.
(c) The Development Loan, as defined in Section 7.8, to finance the
construction of the Minimum Improvements and the Site Improvements will be closed
contemporaneously with the conveyance of title;
(d) The Redeveloper shall have submitted Construction Plans to the Authority
and the Authority shall have approved the Construction Plans for pursuant to the terms
of Section 4.2(b);
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(e) The Redeveloper shall have received the appropriate City permits for the
construction of the Minimum Improvements;
(f) The Development Loan documents associated with the acquisition and
Development Financing meet the criteria set forth in Section 7.8;
(g) The Authority shall have recorded in the office of the Anoka County
Registrar of Titles and the office of the Anoka County Recorder the Declaration in the
form attached hereto as Schedule G; and
(h) A drainage easement between the Redeveloper and the City shall have
been executed.
Section 3.3. Payment of Purchase Price
. The Payment of the Purchase Price
shall be made on the Date of Closing.
Section 3.4. Note.
Upon the delivery of the Certificate of Completion, the
Authority shall issue and deliver its Note to the Redeveloper.
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ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements
. The Redeveloper
agrees that it will construct the Minimum Improvements on the Redevelopment Property
in accordance with 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 which includes approximately 71 units within sixty (60) days of the Date
of Closing.
Section 4.2. Construction Plans
.
(a) Sixty (60) days prior to the commencement of construction of the Minimum
Improvements, the Redeveloper shall submit to the Authority “Preliminary Plans,”
consisting of typical floor plans and sketches of the typical exterior and interior of the
proposed Minimum Improvements which illustrate the size and character of the
proposed improvements. The Preliminary Plans shall not be inconsistent with the Site
Plans, this Agreement or any applicable state and local laws and regulations, insofar as
said consistency may be determined at said preliminary stage. If approval of the
Preliminary Plans is requested in writing by the Redeveloper at the time of submission
thereof to the Authority, the Authority shall approve or reject (in whole or in part) such
Preliminary Plans in writing within twenty (20) days after the date of receipt thereof. If
no written rejection is made within said twenty (20) days, the Preliminary Plans shall be
deemed approved by the Authority. Any rejection shall set forth in detail the reasons
therefor. If the Authority rejects the Preliminary Plans, in whole or in part, the
Redeveloper may submit new or corrected Preliminary Plans at any time after receipt by
the Redeveloper of the notice of rejection. The Authority’s approval of the Preliminary
Plans shall not be unreasonably withheld.
(b) Prior to the Redeveloper’s commencement of construction of the Minimum
Improvements, the Redeveloper shall submit to the Authority the Construction Plans for
the Minimum Improvements. The Construction Plans shall provide for the construction
of the Minimum Improvements and shall be in conformity with this Agreement, the
Preliminary Plans, and all applicable state and local laws and regulations. The Authority
shall approve the Construction Plans in writing if: (i) the Construction Plans conform to
the terms and conditions of the Preliminary Plans and this Agreement; (ii) the
Construction Plans conform to all applicable federal, State and local laws, ordinances,
rules and regulations; (iii) the Construction Plans are adequate to provide for the
construction of the Minimum Improvements; (iv) the Construction Plans do not provide
for expenditures in excess of the funds available to the Redeveloper for the construction
of the Minimum Improvements; and (v) no Event of Default has occurred and is
continuing. No approval by the Authority shall relieve the Redeveloper of the obligation
to comply with the terms of this Agreement, applicable federal, State and local laws,
ordinances, rules and regulations, or to construct the Minimum Improvements in
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accordance therewith. No approval by the Authority shall constitute a waiver of any
Event of Default. If approval of the Construction Plans is requested in writing by the
Redeveloper at the time of submission thereof to the Authority, the Authority shall
approve or reject (in whole or in part) such Construction 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 Construction Plans shall be deemed approved by the Authority.
Any rejection shall set forth in detail the reasons therefor. If the Authority rejects the
Construction Plans, in whole or in part, the Redeveloper shall submit new or corrected
Construction Plans within thirty (30) days after receipt by the Redeveloper of the notice
of rejection. The Authority’s approval of the Construction Plans shall not be
unreasonably withheld. The provisions of this Section relating to approval, rejection and
resubmission of corrected Construction Plans shall continue to apply until the
Construction Plans have been approved by the Authority, provided, however, that in any
event the Redeveloper shall submit Construction Plans which are approved no later
than the Date of Closing of the Redevelopment Property. Receipt of written approval by
the Authority of the Construction Plans shall constitute a conclusive determination that
the Construction Plans (and the Minimum Improvements, if constructed in accordance
with said plans) comply with the provisions of this Agreement relating thereto. The
Construction Plans shall not be rejected due to any objection which could have been
raised upon review of the Preliminary Plans and corrected more economically at that
time, unless said objection relates to compliance with local, state and federal laws and
regulations (including, but not limited to, environmental, zoning, building code and public
health laws and regulations).
(c) If the Redeveloper desires to make any material change in the Preliminary
Plans or Construction 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 or Construction Plans, as modified by the proposed change, conform to the
requirements of this Section 4.2 of this Agreement with respect to such previously
approved Construction Plans, the Authority shall approve the proposed change and
notify the Redeveloper in writing of its approval. Such change in the Preliminary Plans
or Construction Plans shall, in any event, be deemed approved by the Authority unless
rejected, in whole or part, by written notice by the Authority to the Redeveloper, setting
forth in detail the reasons therefore. Such rejection shall be made within twenty (20)
days after receipt of the written request for approval of such change.
Section 4.3. Completion of Construction
.
(a) Subject to Unavoidable Delays, the Redeveloper shall have completed the
construction of the Minimum Improvements and received the Certificate of Occupancy
on or before December 31, 2019.
All work with respect to the Minimum Improvements to be constructed or
provided by the Redeveloper on the Redevelopment Property shall be in conformity with
the Construction Plans as submitted by the Redeveloper and approved by the Authority.
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(b) The Redeveloper agrees for itself, its successors and assigns, and every
successor in interest to the Redevelopment Property, or any part thereof, and the
Redevelopment Property Deed shall reference the covenants contained in this Section
4.3 and Section 7.3 of this Agreement, that the Redeveloper, and its successors and
assigns, shall promptly begin and diligently prosecute to completion the redevelopment
of the Redevelopment Property through the construction of the Minimum Improvements
thereon, and that such construction shall in any event be completed within the periods
specified in this Section 4.3.
Section 4.4. Certificate of Completion
.
(a) Promptly after verification of the completion of the Minimum Improvements
in accordance with the provisions of this Agreement relating to the obligations of the
Redeveloper to construct such improvements (including the date for completion
thereof), the Authority will furnish the Redeveloper with a Certificate of Completion in
recordable form. The Certificate of Completion shall be a conclusive determination and
conclusive evidence of the satisfaction and termination of the agreements and
covenants in this Agreement and in the Redevelopment Property Deed with respect to
the obligations of the Redeveloper and its successors and assigns, to construct the
Minimum Improvements and the date for the completion thereof. The Redeveloper
shall, at its sole cost and expense, record the Certificate of Completion in the property
records of and for the County.
(b) If the Authority shall refuse or fail to provide the Certificate of Completion
in accordance with the provisions of this Section 4.4 the Authority shall, within twenty
(20) days after written request by the Redeveloper, provide the Redeveloper with a
written statement, indicating in adequate detail in what respects the Redeveloper has
failed to complete the Minimum Improvements in accordance with the provisions of this
Agreement, and what measures or acts will be necessary, in the opinion of the
Authority, for the Redeveloper to take or perform in order to obtain a Certificate of
Completion.
(c) The construction of the Minimum Improvements shall be eligible for review
for the issuance of a Certificate of Completion by the Authority when the City has issued
a Certificate of Occupancy for at least one (1) individual residential unit located in the
Minimum Improvements and the completion of the Site Improvements.
15
ARTICLE V
Real Property Taxes, Insurance and Tax Increment
Section 5.1. Real Property Taxes
. Prior to the Termination Date, the
Redeveloper shall pay when due, prior to the attachment of penalty, all real property
taxes payable with respect to the Redevelopment Property in the years subsequent to
the delivery of the Redevelopment Property Deed.
Section 5.2. 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 nonreporting form on the so-called “all risk” form of
policy. The interest of the Authority shall be protected in accordance with a
clause in form and content reasonably satisfactory to the Authority;
(ii) comprehensive general liability insurance together with an Owner’s
Contractor’s Policy with limits against bodily injury and property damage of not
less than $2,000,000 for each occurrence (to accomplish the above-required
limits, an umbrella excess liability policy may be used); and
(iii) workers’ compensation insurance, with statutory coverage.
(b) All insurance required in Article V of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Redeveloper which are
authorized under the laws of the State to assume the risks covered thereby. The
Redeveloper will deposit annually with the Authority policies evidencing all such
insurance, or a certificate or certificates or binders of the respective insurers stating that
such insurance is in force and effect. Unless otherwise provided in this Article V of this
Agreement the Redeveloper will use commercially reasonable efforts to require that
such policy contain a provision that the insurer shall not cancel nor 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 evidence
satisfactory to the Authority that the policy has been renewed or replaced by another
policy conforming to the provisions of this Article V of this Agreement, 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.
16
(c) The Redeveloper shall, from time to time, provide the Authority with
evidence satisfactory to the Authority that Redeveloper’s contractors are maintaining
workers compensation insurance with statutory coverage.
Section 5.3. Tax Increment Certification.
Pursuant to the Plan, the Authority
has pledged and shall appropriate the Available Tax Increment to the payment of the
principal of and interest on the Note, said payment to be made in accordance with the
terms and provisions as stated in the Note.
17
ARTICLE VI
Representation as to Redevelopment; 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, in view of: (a) the importance of the
redevelopment of the Redevelopment Property to the general welfare of the Authority;
(b) the substantial financing and other public aids that have been made available by the
City for the purpose of making such redevelopment possible; and (c) the fact that any
act or transaction involving or resulting in a significant change in the identity of the
parties in control of the Redeveloper or the degree of their control is for practical
purposes a transfer or disposition of the property then owned by the Redeveloper, the
qualifications and identity of the Redeveloper are of particular concern to the Authority.
The Redeveloper further recognizes that it is because of such qualifications and identity
that the Authority is entering into this Agreement with the Redeveloper, and, in so doing,
is further willing to accept and rely on the obligations of the Redeveloper for the faithful
performance of all undertakings and covenants hereby by it to be performed.
Section 6.2. Prohibition Against Transfer of Property and Assignment of
Agreement
. Prior to the earlier of the issuance of the Certificate of Completion or the
Termination Date, the Redeveloper represents and agrees:
(a) That except for the purpose of obtaining financing necessary in the
manner authorized by this Agreement to enable the Redeveloper or any successor in
interest to the Redevelopment Property, or any part thereof, to perform its obligations
with respect to making the Minimum Improvements under this Agreement, and any
other purpose authorized by this Agreement, the Redeveloper has not made or created
and will not make or create or suffer to be made or created any total or partial sale,
assignment, conveyance, or lease, or any trust or power, or transfer in any other mode
or form of or with respect to 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 unless the original Redeveloper
remains liable and bound by this Redevelopment Agreement in which event the
Authority’s approval is not required. Any such transfer shall be subject to the provisions
of this Agreement. Notwithstanding the foregoing, the Redeveloper may transfer the
Redevelopment Property to any corporation, partnership, or limited liability company
which is formed to facilitate the sale of low income housing tax credits for the
Redevelopment Property in whichthe interest of the Redeveloper or a related entity is
at least 0.01% (an “Affiliate”). Any Affiliate shall be subject to the provisions of this
Agreement, and the original Redeveloper entity shall remain liable and bound hereby.
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(b) In the event the Redeveloper, upon transfer or assignment of the
Redevelopment Property or any portion thereof, seeks to be released from its
obligations under this 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 and
adequate to fulfill the obligations undertaken in this Agreement by the
Redeveloper.
(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
expressly 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 whatsoever to, the
Redevelopment Property, or any part thereof, shall not, for whatever reason,
have assumed such obligations or so agreed, and shall not (unless and only to
the extent otherwise specifically provided in this Agreement or agreed to in
writing by the Authority) deprive the Authority of any rights or remedies or
controls with respect to the Redevelopment Property or any part thereof or the
construction of the Minimum Improvements; it being the intent of the parties as
expressed in this Agreement that (to the fullest extent permitted at law and in
equity and excepting only in the manner and to the extent specifically provided
otherwise in this Agreement) no transfer of, or change with respect to, ownership
in the Redevelopment Property or any part thereof, or any interest therein,
however consummated or occurring, and whether voluntary or involuntary, shall
operate, legally or practically, to deprive or limit the Authority of or with respect to
any rights or remedies or controls provided in or resulting from this Agreement
with respect to the Minimum Improvements that the Authority would have had,
had there been no such transfer or change. In the absence of specific written
agreement by the Authority to the contrary, no such transfer or approval by the
Authority thereof shall be deemed to relieve the Redeveloper, or any other party
bound in any way by this Agreement or otherwise with respect to the construction
of the Minimum Improvements, from any of its obligations with respect thereto.
(iii) Any and all instruments and other legal documents involved in
effecting the transfer of any interest in this Agreement or the Redevelopment
Property governed by this Article VI, shall be in a form reasonably satisfactory to
the Authority.
In the event the foregoing conditions are met to the satisfaction of the Authority,
in its reasonable discretion, then the Redeveloper shall be released from its obligation
under this Agreement, as to the portion of the Redevelopment Property that is
transferred, assigned or otherwise conveyed.
19
Section 6.3. Release and Indemnification Covenants
.
(a) The Redeveloper covenants and agrees that the City and the Authority
and the governing body members, officers, agents, servants and employees thereof
(collectively “Indemnified Parties”) shall not be liable for and agrees to indemnify and
hold harmless the Indemnified Parties against any loss or damage to property or any
injury to or death of any person occurring at or about or resulting from any defect in the
Minimum Improvements, and any claim, demand, suit, action or other proceeding
whatsoever by any third party arising or purportedly arising therefrom, except for any
loss resulting from negligent, willful or wanton misconduct of the City or the Authority or
the Indemnified Parties, and provided that the claim therefore is based upon the acts of
Redeveloper or of others acting on the behalf or under the direction or control of
Redeveloper.
(b) Except for any negligent or willful misrepresentation or any negligent,
willful or wanton misconduct of the Indemnified Parties, the Redeveloper agrees to
defend the Indemnified Parties, now or forever, against any claim, demand, suit, action
or other proceeding whatsoever by any person or entity arising or purportedly arising
from this Agreement or the transactions contemplated hereby or the acquisition,
construction, installation, ownership, and operation of the Minimum Improvements,
except for the use of eminent domain if exercised by the Authority to acquire the
Redevelopment Property, and provided that the claim therefore is based upon the acts
of Redeveloper or of others acting on the behalf or under the direction or control of
Redeveloper.
(c) The City and the Authority and the governing body members, officers,
agents, servants and employees thereof shall not be liable for any damage or injury to
the persons or property of the Redeveloper or its officers, agents, servants or
employees or any other person who may be on or about the Redevelopment Property or
Minimum Improvements due to any act of negligence of any person, other than the
negligence and misconduct of City or Authority employees or those employed or
engaged by the City or Authority.
(d) All covenants, stipulations, promises, agreements and obligations of the
Authority contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of the Authority and not of any governing body member,
officer, agent, servant or employee of the Authority in the individual capacity thereof.
(e) Nothing in this section or this Agreement is intended to waive any
municipal liability limitations contained in Minnesota Statutes, particularly Chapter 466.
Section 6.4. Assignment of Note.
The Redeveloper may assign and pledge
the Note to a lender to be held by that lender to secure any construction or permanent
loan and may transfer the Note to any entity controlling, controlled by or under common
control with the Redeveloper. Otherwise, no Note shall be assignable nor transferable
without the prior written consent of the Authority; provided, however, that such consent
shall not be unreasonably withheld or delayed if: (a) the assignee or transferee delivers
20
to the Authority a written instrument acknowledging the limited nature of the Authority’s
payment obligations under the Note, and (b) the assignee or transferee executes and
delivers to the Authority a certificate, in form and substance satisfactory to the Authority,
pursuant to which, among other things, such assignee or transferee represents that
(i) the Note is being acquired for investment for such assignee’s or transferee’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, (ii) the assignee or transferee has no present intention of selling,
granting any participation in, or otherwise distributing the same, (iii) the assignee or
transferee is an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act of 1933, as amended, (iv) the assignee or transferee, either
alone or with such assignee’s or transferee’s representatives, has knowledge and
experience in financial and business matters and is capable of evaluating the merits and
risks of the prospective investment in the Note and the assignee or transferee is able to
bear the economic consequences thereof, (v) in making its decision to acquire the Note,
the assignee or transferee has relied upon independent investigations and, to the extent
believed by such assignee or transferee to be appropriate, the assignee’s or
transferee’s representatives, including its own professional, tax and other advisors, and
has not relied upon any representation or warranty from the Authority or the County, or
any of their officers, employees, agents, affiliates or representatives with respect to the
value of the Note, (vi) neither the Authority nor the County has made any warranty,
acknowledgment or covenant, in writing or otherwise, to the assignee or transferee
regarding the tax consequences, if any, of the acquisition and investment in the Note,
(vii) the assignee or transferee or its representatives have been given a full opportunity
to examine all documents and to ask questions of, and to receive answers from, the
Authority and its representatives concerning the terms of the Note and such other
information as the assignee or transferee desires in order to evaluate the acquisition of
and investment in the Note, and all such questions have been answered to the full
satisfaction of the assignee or transferee, (viii) the assignee or transferee has evaluated
the merits and risks of investment in the Note and has determined that the Note is a
suitable investment for the assignee or transferee in light of such party’s overall financial
condition and prospects, (ix) the Note will be characterized as a “restricted security”
under the federal securities laws because the Note is being acquired in a transaction
not involving a public offering and that under such laws and applicable regulations such
security may not be resold without registration under the Securities Act of 1933, as
amended, except in certain limited circumstances, and (x) no market for the Note exists
or is intended to be developed.
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ARTICLE VII
Events of Default
Section 7.1. Events of Default Defined
. Subject to Unavoidable Delays and
applicable cure periods, the following shall be “Events of Default” under this Agreement
and the term “Event of Default” shall mean, whenever it is used in this Agreement
(unless the context otherwise provides), any one or more of the following events:
(a) Failure by the Redeveloper to pay when due all real property taxes
assessed against the Redevelopment Property.
(b) Failure of the Redeveloper to submit satisfactory Construction Plans in
accordance with this Agreement.
(c) Failure by the Redeveloper to commence or complete construction of the
Minimum Improvements pursuant to the terms, conditions and limitations of this
Agreement.
(d) Failure by the Redeveloper to substantially observe or perform any
covenant, condition, obligation or agreement on its part to be observed or performed
hereunder.
(e) If 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 a 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 Redevelopment Property, or part thereof
shall be appointed in any proceeding brought against the Redeveloper and shall
not be discharged within ninety (90) days after such appointment, or if the
Redeveloper shall consent to or acquiesce in such appointment.
Section 7.2. Remedies on Default
. Whenever any Event of Default referred to
in Section 7.1. of this Agreement occurs, the Authority may take any one or more of the
following actions after providing thirty (30) days’ written notice to the Redeveloper of the
occurrence of the Event of Default, but such action by the Authority may be taken only if
22
the Event of Default has not been cured by Redeveloper within said thirty (30) day
period, or, if the Event of Default is by its nature incurable within said thirty (30) day
period, the Redeveloper fails to commence such cure within said thirty (30) day period
and fails to provide the Authority with written assurances, deemed satisfactory in the
reasonable discretion of the Authority, that the Event of Default will be cured to
completion as soon as reasonably possible, whereupon the Authority may:
(a) 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) Terminate this Agreement;
(c) Withhold a Certificate of Completion; and/or
(d) Take whatever action, including legal, equitable or administrative action,
which may appear necessary 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 of the Redeveloper under this Agreement.
Section 7.3. Revesting Title in Authority Upon Happening of Event
Subsequent to Conveyance to Redeveloper
. In the event that subsequent to
conveyance of the Redevelopment Property to the Redeveloper and prior to either the
receipt by the Redeveloper of the earlier of (i) Certificate of Completion or (ii) the
Termination Date:
(a) Subject to Unavoidable Delays, the Redeveloper fails to carry out its
obligations with respect to the construction of the Minimum Improvements (including the
nature and the date for the commencement and completion thereof), or abandons or
substantially suspends construction work, and any such failure, abandonment, or
suspension shall not be cured, ended, remedied or assurances reasonably satisfactory
to the Authority made within ninety (90) days after written demand from the Authority to
the Redeveloper to do so; or
(b) The Redeveloper fails to pay real estate taxes or assessments on the
Redevelopment Property or any part thereof when due, or creates, suffers, assumes, or
agrees to any encumbrance or lien on the Redevelopment Property which is
unauthorized by this Agreement or shall suffer any levy or attachment to be made, or
any materialmen’s or mechanics’ lien, or any other unauthorized encumbrance or lien to
attach, and such taxes or assessments shall not have been paid, or the encumbrance
or lien removed or discharged or provision reasonably satisfactory to the Authority made
for such payment, removal, or discharge, within ninety (90) days after written demand
by the Authority to do so; provided, that if the Redeveloper shall first notify the Authority
of its intention to do so, it may in good faith contest any mechanics’ or other lien filed or
established and in such event the Authority shall permit such mechanics’ or other lien to
remain undischarged and unsatisfied during the period of such contest and any appeal,
but only if the Redeveloper provides the Authority with a bank letter of credit or other
23
security in the amount of the lien, in a form reasonably satisfactory to the Authority
pursuant to which the bank or other obligor will pay to the Authority the amount of any
lien in the event that the lien is finally determined to be valid. During the course of such
contest the Redeveloper shall keep the Authority informed respecting the status of such
defense; or
(c) There is, in violation of this Agreement, any transfer of the Redevelopment
Property or any part thereof, or any change in the ownership or distribution thereof of
the Redeveloper, or with respect to the identity of the parties in control of the
Redeveloper or the degree thereof, and such violation shall not be cured within ninety
(90) days after written demand by the Authority to the Redeveloper;
Then the Authority shall have the right to re-enter and take possession of the
Redevelopment Property and to terminate (and revest in the Authority) the estate
conveyed by the Redevelopment Property Deed to the Redeveloper, it being the intent
of this provision, together with other provisions of the Agreement, that the conveyance
of the Redevelopment Property to the Redeveloper shall be made upon, and that the
Redevelopment Property Deed shall contain a condition subsequent to the effect that in
the event of any default on the part of the Redeveloper, and failure on the part of the
Redeveloper to remedy, end, or abrogate such default within the time period and in the
manner stated in such subdivisions, the Authority at its option may declare a termination
in favor of the Authority of the title, and of all the rights and interests in and to the
Redevelopment Property conveyed to the Redeveloper, and that such title and all rights
and interests of the Redeveloper, and any assigns or successors in interest to and in
the Redevelopment Property, shall revert to the Authority, but only if the default of the
Agreement has not been cured within the time periods provided herein.
Notwithstanding anything to the contrary contained in this Section 7.3 of this
Agreement, the Authority shall have no right to re-enter or retake title to and possession
of any part of the Redevelopment Property for which a Certificate of Completion has
been issued or if the Termination Date occurs.
Section 7.4. Resale of Reacquired Property; Disposition of Proceeds
. Upon
the revesting in the Authority of title to the Redevelopment Property or any part thereof
as provided in Section 7.3, the Authority shall have no further responsibility to the
Redeveloper hereunder with respect to the Redevelopment Property and may sell or
otherwise devote the Redevelopment Property to such other uses as the Authority shall
in its sole discretion determine, without reimbursement of any sums paid by the
Redeveloper to the Authority under this Agreement, and without reimbursement of any
sum or costs incurred by Redeveloper with respect to improvements on such revested
Redevelopment Property.
Section 7.5. No Remedy Exclusive
. No remedy herein conferred upon or
reserved to the Authority or Redeveloper is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given under this Agreement or now or
hereafter existing at law or in equity or by statute. No delay or omission to exercise any
24
right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle the Authority
or the Redeveloper to exercise any remedy reserved to it, it shall not be necessary to
give notice, other than such notice as may be required in this Article VII.
Section 7.6. No Additional Waiver Implied by One Waiver
. In the event any
agreement contained in this Agreement should be breached by either party and
thereafter waived by the other party, such waiver shall be limited to the particular breach
so waived and shall not be deemed to waive any other concurrent, previous or
subsequent breach hereunder.
Section 7.7. Agreement to Pay Attorney’s Fees and Expenses
. Whenever
any Event of Default occurs and the Authority shall employ attorneys or incur other
expenses, such reasonable fees and expenses shall be paid in accordance with Section
2.2(g) of this Agreement.
Section 7.8. Acquisition and Development Financing
. The Authority
recognizes that the Redeveloper will obtain financing from a commercial lender (the
“Lender”) from time to time for the costs associated with the Site Improvements and the
Minimum Improvements (collectively referred to as the “Development Loan”) and, that in
order to do so, the Lender may require a mortgage on the Redevelopment Property
which is prior to the rights of the Authority under this Agreement and that the Authority
will have to subordinate such rights (including, without limitation, the reverter rights in
Section 7.3.). The Authority will consent to a Development Loan and the subordination
of its rights so long as the terms of such Development Loan are materially consistent
with this Agreement, and agrees that the Lender of a Development Loan shall have the
right, at its option, to cure or remedy any breach or default of the Redeveloper, including
any breach or default with respect to construction of the Site Improvements and the
Minimum Improvements or payment of the Site Costs, provided the Lender has first
expressly assumed the obligations owed by the Redeveloper to the Authority by written
agreement reasonably satisfactory to the Authority, and agrees to complete in the
manner provided in the Agreement, the Site Improvements and the Minimum
Improvements subject to the lien of such mortgage. Upon written request of the Lender
sent to the Authority in the manner required by Section 8.5 herein, the Authority will
agree to notify the Lender of any default of the Redeveloper under the terms of this
Agreement at the address of the Lender set forth in such written notice. Upon written
request of the Authority, the Lender will agree to notify the Authority, at the notice
address set forth herein, of any default of the Redeveloper under the terms of the
Development Loan. To the extent agreed to by the Lender, the Authority shall have the
right, at its option, to cure or remedy any breach or default with respect to a
Development Loan and shall have redemption rights in the event of foreclosure of a
Development Loan.
Additional conditions for the Authority subordinating its interests in this
Agreement and approving a mortgage on a Redevelopment Property for a Development
Loan include the following:
25
(a) All of the Development Loan proceeds will be used solely for the design
and preparation of the Redevelopment Property, construction of the Minimum
Improvements, the acquisition of the Redevelopment Property and costs of the Site
Improvements, and financing;
(b) Any Development Loan proceeds will be disbursed by a title company
pursuant to a Development Loan disbursing agreement or similar agreement among the
Redeveloper, the Lender and the title company will oversee the payment for all work on
the Redevelopment Property which may give rise to mechanics’ liens;
(c) The Authority shall have the right to review any Development Loan
documents and the right to comment on the applicable provisions of such documents in
order to reasonably satisfy itself that sufficient funds are or will be available to complete
construction of the Minimum Improvements and to ensure that such Development Loan
documents are consistent with the terms and requirements of this Agreement.
(d) Upon Redeveloper’s performing the above conditions, the Authority
agrees that at the time of the closing of the Development Loan, it will enter into a
subordination agreement consistent with and in accordance with this Section 7.8 in form
and content reasonably acceptable to the Authority and the Lender.
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ARTICLE VIII
Additional Provisions
Section 8.1. Conflict of Interest; Authority Representatives Not Individually
Liable
. No member, official, or employee of the Authority shall have any personal
interest, direct or indirect, in this 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. No member, official, or employee of the
Authority shall be personally liable to the Redeveloper, or any successor in interest, in
the event of any default or breach by the Authority or for any amount which may
become due to the Redeveloper or successor or on any obligations under the terms of
this Agreement, except in the case of willful misconduct.
Section 8.2. Equal Employment Opportunity
. The Redeveloper, for itself and
its successors and assigns, agrees that during the construction of the Minimum
Improvements provided for in this Agreement that it will comply with all applicable equal
employment opportunity and non-discrimination laws, ordinances and regulations.
Section 8.3. Prevailing Wage.
For the construction of the Minimum
Improvements the Redeveloper will pay wages in accordance with the prevailing wage
rate as that term is defined in Minnesota Statutes, Section 177.42, Subdivision 6 and in
the City Resolution No. 25-2090. The City’s Public Works Department shall be
responsible for monitoring Redeveloper’s compliance with this requirement.
Section 8.4. Option.
Within thirty (30) days following the Date of Closing, the
Redeveloper shall notify the Authority of the Redeveloper’s intent to purchase the
remaining property outlined on the Master Plan (the “Option”) and owned by the
Authority which will allow the Redeveloper to construct housing labeled Market Rate
Senior West Phase 2B (approximately 90 Units) and Market Rate Northeast Phase 2A
(approximately 71 Units) (collectively the “Option Property”).
Prior to a closing on part or all of the Option Property, the parties will need to
accomplish the following and execute an amended and restated Contract for Private
Redevelopment:
(a) Determine a purchase price and timing for development.
(b) Determine responsibility for costs of site improvements necessary to
maximize development of the Option Property.
(c) Obtain modifications or releases from the following agreements which
impact or encumber the Option Property:
(i) Ground Lease between the Authority and the Metropolitan Council;
27
(ii) Counties Transit Improvement Board Amended and Restated
Capital Grant Agreement for the Fridley Commuter Rail Station, Anoka County
Project; and
(iii) Drainage Easement between the City of Fridley and the
Metropolitan Council.
If within 15 months from the Date of Closing (the “Option Period”) the parties
have not reached agreement or have not modified those documents impacting the
Option Property, then this Option will be deemed null and void. The Authority shall not
transfer or otherwise agree to sell the Option Property to any other party other than the
Redeveloper during the Option Period.
Section 8.5. 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 8.6. Titles of Articles and Sections
. Any titles of the several parts,
articles, and sections of this Agreement are inserted for convenience of reference only
and shall be disregarded in construing or interpreting any of its provisions.
Section 8.7. Notices and Demands
. Except as otherwise expressly provided
in this Agreement, a notice, demand, or other communication under this Agreement by
either party to the other shall be sufficiently given or delivered if it is dispatched by
registered or certified mail, postage prepaid, return receipt requested, transmitted by
facsimile, delivered by a recognized overnight courier or delivered personally; and
(a) in the case of the Redeveloper, is addressed to or delivered personally to
the Redeveloper at Sherman Associates Development LLC, 233 Park Avenue, Suite
201, Minneapolis, Minnesota, 55415;
(b) in the case of the Authority, is addressed to or delivered personally to the
Housing and Redevelopment Authority in and for the City of Fridley at 6431 University
Avenue N.E., Fridley, Minnesota, 55432, Attention: City Manager;
or at such other address with respect to either party as that party may, from time to
time, designate in writing and forward to the other as provided in this Section.
Section 8.8. Counterparts
. This agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
28
ARTICLE IX
Termination of Agreement
Section 9.1. Termination
. This Agreement shall terminate the earlier of
(i) Notice from Minnesota Housing Finance Agency that low income housing tax credits
have not been awarded to the Project; or (ii) May 1, 2018. However, if a closing has
occurred in accordance with Article III of this Agreement, then this Agreement shall
terminate upon the discharge of all of the Authority’s and Redeveloper’s respective
obligations hereunder including the issuance of a Certificate of Completion for the
Minimum Improvements, but no such termination shall terminate any indemnification or
other rights or remedies arising hereunder due to any Event of Default which occurred
and was continuing prior to such termination.
Section 9.2. Estoppel Certificate
. Each party, respectively, agrees that at any
time and from time to time within ten (10) business days after receipt of a written
request by the other party, to execute, acknowledge and deliver to such party a
statement in writing certifying: (a) that this Agreement is unmodified and in full force
and effect or, if there have been modifications, that the same are in full force and effect
as modified and identifying the modifications; (b) that no party is in default under any
provisions of this Agreement or, if there has been a default, the nature of such default;
(c) that all work to be performed, under this Agreement or any related agreement has
been performed or, if not so performed, specifying the work to be performed; and (d) as
to any other matter that the requesting party or a prospective mortgagee or other lender
shall reasonably request. It is intended that any such statement may be relied upon by
any person, prospective mortgagee of, or assignee of any mortgage, upon such
interest. Any such statement on behalf of the Authority may be executed by the
Executive Director without Authority Board approval.
\[The remainder of this page is intentionally blank\]
29
Dated: __________________, 2017
SHERMAN ASSOCIATES DEVELOPMENT LLC
By
By
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
On this _____ day of _______________, 2017 before me, a notary public,
personally appeared ________________________ and ________________________,
the _________________________ and _________________________, respectively, of
Sherman Associates Development LLC, a Minnesota limited liability company, and
acknowledged the foregoing instrument on behalf of said company.
Notary Public
Redeveloper Signature Page - Contract for Private Redevelopment
4826-1081-3511 v.3
31
SCHEDULE A
DESCRIPTION OF REDEVELOPMENT PROPERTY
That portion of Lot 1 and Lot 1A, Fridley Northstar Station East, necessary for the
construction of the Minimum Improvements in accordance with the legal description to
be agreed upon by the parties.
32
SCHEDULE B
DEED
THIS INDENTURE, made this _____ day of _______________, 201__ 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 Sherman Associates
Development LLC, a limited liability company organized under the laws of the State of
Minnesota (the “Grantee”).
WITNESSETH, that Grantor, in consideration of the sum of One Dollar ($1.00)
and other good and valuable consideration the receipt whereof 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:
together with all hereditament and appurtenances belonging thereto, Grantor covenants
and represents that:
Grantee has committed to construct certain improvements and Grantor has a
right of re-entry in accordance with Sections 4.3 and 7.3 respectively of the Contract for
Private Redevelopment By and Between the Housing and Redevelopment Authority in
and for the City of Fridley, Minnesota and Sherman Associates Development LLC,
dated _______________, 20__. The completion of the improvements and the release
of the right of re-entry shall be evidenced by the recording of the Certificate of
Completion and Release of Forfeiture attached as Exhibit 1 to this deed.
The Grantor certifies that the Grantor does not know of any wells on described
real property.
\[SIGNATURES ON FOLLOWING PAGE\]
33
IN WITNESS WHEREOF, the Grantor has caused this deed to be duly executed
in its behalf by its Chairperson and its Executive Director the day and year written
above.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF FRIDLEY, MINNESOTA
By
Its Chairperson
And by
Its Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
On this _____ day of _______________, 201__ before me, a notary public within
and for Anoka County, personally appeared _________________________ and
_________________________ to me personally known who by me duly sworn, did say
that they are the Chairperson and Executive Director of the Housing and
Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision
of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said
Authority.
Notary Public
This instrument was drafted by:
34
EXHIBIT 1
CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Fridley, Minnesota, a political subdivision of the State of Minnesota (the “Grantor”), by a
Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for
the County of Anoka and State of Minnesota, as Deed Document Number(s)
__________ and __________, respectively, has conveyed to Sherman Associates
Development LLC, a limited liability company organized under the laws of the State of
Minnesota (the “Grantee”), the following described land in County of Anoka and State of
Minnesota, to-wit:
WHEREAS, said Deed contained certain covenants and restrictions, the breach
of which by Grantee, its successors and assigns, would result in a forfeiture and right of
re-entry by Grantor, its successors and assigns, said covenants and restrictions being
set forth in said Deed; and
WHEREAS, said Grantee has performed said covenants and conditions insofar
as it is able in a manner deemed sufficient by the Grantor 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 Grantee have been
completed and the above covenants and conditions in said Deed have been performed
by the Grantee therein and that the provisions for forfeiture of title and right to re-entry
for breach of condition subsequent by the Grantor therein is hereby released absolutely
and forever insofar as it applies to the land described herein, and the County Recorder
or the Registrar of Titles in and for the County of Ramsey and State of Minnesota is
hereby authorized to accept for recording and to record this instrument, and the filing of
this instrument shall be a conclusive determination of the satisfactory termination of the
covenants and conditions referred to in said Deed, the breach of which would result in
a forfeiture and right of re-entry.
\[SIGNATURES ON FOLLOWING PAGE\]
35
Dated: _____________, 201__
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF FRIDLEY, MINNESOTA
By
Its Chairperson
And by
Its Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
On this _____ day of _______________, 201__ before me, a notary public within
and for Anoka County, personally appeared _________________________ and
_________________________ to me personally known who by me duly sworn, did say
that they are the Chairperson and Executive Director of the Housing and
Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision
of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said
Authority.
Notary Public
36
SCHEDULE C
ENVIRONMENTAL REPORTS
\[CITY WILL PROVIDE\]
37
SCHEDULE D
CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Fridley, Minnesota, a political subdivision of the State of Minnesota (the “Grantor”), by a
Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for
the County of Anoka and State of Minnesota, as Deed Document Number(s)
__________ and __________, respectively, has conveyed to Sherman Associates
Development LLC, a limited liability company organized under the laws of the State of
Minnesota (the “Grantee”), the following described land in County of Anoka and State of
Minnesota, to-wit:
WHEREAS, said Deed contained certain covenants and restrictions, the breach
of which by Grantee, its successors and assigns, would result in a forfeiture and right of
re-entry by Grantor, its successors and assigns, said covenants and restrictions being
set forth in said Deed; and
WHEREAS, said Grantee has performed said covenants and conditions insofar
as it is able in a manner deemed sufficient by the Grantor 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 Grantee have been
completed and the above covenants and conditions in said Deed have been performed
by the Grantee therein and that the provisions for forfeiture of title and right to re-entry
for breach of condition subsequent by the Grantor therein is hereby released absolutely
and forever insofar as it applies to the land described herein, and the County Recorder
or the Registrar of Titles in and for the County of Anoka and State of Minnesota is
hereby authorized to accept for recording and to record this instrument, and the filing of
this instrument shall be a conclusive determination of the satisfactory termination of the
covenants and conditions of the contract referred to in said Deed, the breach of which
would result in a forfeiture and right of re-entry.
\[SIGNATURES ON FOLLOWING PAGE\]
38
Dated: _____________, 201__
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF FRIDLEY, MINNESOTA
By
Its Chairperson
And by
Its Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
On this _____ day of _______________, 201__ before me, a notary public within
and for Anoka County, personally appeared _________________________ and
_________________________ to me personally known who by me duly sworn, did say
that they are the Chairperson and Executive Director of the Housing and
Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision
of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said
Authority.
Notary Public
39
SCHEDULE E
MASTER PLAN
40
41
42
SCHEDULE F
SITE IMPROVEMENTS
An Infiltration Pond in the southwest corner of the Master Plan sufficient to
accommodate a full buildout of the Master Plan. The Infiltration Pond will be part of the
storm water management plan to be approved by the City.
43
SCHEDULE G
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 Exhibit 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,
2042.
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, 2042 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.
\[SIGNATURES ON FOLLOWING PAGE\]
44
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF FRIDLEY, MINNESOTA
By
Its Chairperson
And by
Its Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
On this _____ day of _______________, 201__ before me, a notary public within
and for Anoka County, personally appeared _________________________ and
_________________________ to me personally known who by me duly sworn, did say
that they are the Chairperson and Executive Director of the Housing and
Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision
of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said
Authority.
Notary Public
45
EXHIBIT A
LEGAL DESCRIPTION
46
SCHEDULE H
NOTE
US $626,000.00 Fridley, Minnesota
_____________, 20__
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE
CITY OF FRIDLEY, MINNESOTA
LIMITED REVENUE TAX INCREMENT NOTE
The Housing and Redevelopment Authority in and for the City of Fridley,
Minnesota (the “Authority”), hereby acknowledges itself to be indebted and, for value
received, promises to pay to the order of Sherman Associates Development LLC, a
limited liability company (the “Owner”), solely from the Available Tax Increment, to the
extent and in the manner hereinafter defined, the principal amount of this Note, being
Six Hundred Twenty-Six Thousand Dollars and 00/100 ($626,000.00) (the “Principal
Amount”), together with interest of five percent (5.00%) commencing from the date of
issuance of the Note and payable on the dates described below (the “Scheduled
Payment Dates”) and in the amounts as hereinafter defined (the “Scheduled
Payments”).
The Scheduled Payment Dates are August 1, 2021, and on the 1st day of
February and August thereafter until and including February 1, 2043, unless earlier
paid, in accordance with the terms of this Note.
Upon 30 days’ prior written notice from the Authority to the Owner, the Principal
Amount is subject to prepayment at the option of the Authority in whole or in part at any
time.
Any payments on this Note shall be applied first to accrued interest and the
balance to the reduction of principal.
Each payment on this Note is payable in any coin or currency of the United
States of America which on the date of such payment is legal tender for public and
private debts and shall be made by check or draft made payable to the Owner and
mailed to the Owner at its postal address within the United States which shall be
designated from time to time by the Owner.
The Note is a special and limited obligation and not a general obligation of the
Authority, which has been issued by the Authority pursuant to and in full conformity with
the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
47
Section 469.178, subdivision 4, to aid in financing a project, as therein defined, of the
Authority consisting generally of defraying certain public redevelopment costs incurred
and to be incurred by the Authority within and for the benefit of its Redevelopment
Project No. 1.
THE NOTE IS NOT A GENERAL OBLIGATION OF THE AUTHORITY, THE
CITY OF FRIDLEY (THE “CITY”) OR THE STATE OF MINNESOTA (THE “STATE”),
AND NEITHER THE AUTHORITY, THE CITY, THE STATE NOR ANY POLITICAL
SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE
BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE
TAX INCREMENT, AS DEFINED BELOW.
The Scheduled Payment of this Note due on any Scheduled Payment Date is
payable solely from and only to the extent that the Authority shall have received as of
such Scheduled Payment Date the Available Tax Increment which is defined in the
Contract for Private Redevelopment By and Between the Authority and the Owner dated
as of _____________, 20__ (the “Agreement”). Defined terms, not otherwise defined in
the Note, shall have the meaning assigned to them in the Agreement.
The Authority shall pay on each Scheduled Payment Date to the Owner the
Available Tax Increment. On February 1, 2043, the maturity date of this Note, any
unpaid portion shall be deemed to have been paid in full.
This Note shall not be payable from or constitute a charge upon any funds of the
Authority, and the Authority shall not be subject to any liability hereon or be deemed to
have obligated itself to pay hereon from any funds except the Available Tax Increments,
and then only to the extent and in the manner herein specified.
The Owner shall never have or be deemed to have the right to compel any
exercise of any taxing power of the Authority or of any other public body, and neither the
Authority nor any director, commissioner, council member, board member, officer,
employee or agent of the Authority, nor any person executing or registering this Note
shall be liable personally hereon by reason of the issuance or registration hereof or
otherwise.
The Authority makes no representation or covenant, express or implied, that the
revenues described herein will be sufficient to pay, in whole or in part, the amounts
which are or may otherwise become due and payable hereunder.
The Authority’s payment obligations hereunder shall be further conditioned on
the fact that there shall not at the time have occurred and be continuing an Event of
Default under the Agreement, and, further, if pursuant to the occurrence of an Event of
Default under the Agreement the Authority elects to terminate the Agreement, the
Authority shall have no further debt or obligation under this Note whatsoever.
Reference is hereby made to the provisions of the Agreement for a fuller statement of
the obligations of the Redeveloper and of the rights of the Authority thereunder, and
said provisions are hereby incorporated by reference into this Note to the same extent
48
as though set out in full herein. The execution and delivery of this Note by the Authority,
and the acceptance thereof by the Redeveloper, as the initial Registered Owner hereof,
shall conclusively establish this Note as the “Note” (and shall conclusively constitute
discharge of the Authority’s obligation to issue and deliver the same to the Redeveloper)
under the Agreement.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the State of Minnesota to be done, to have
happened, and to be performed precedent to and in the issuance of this Note have
been done, have happened, and have been performed in regular and due form, time,
and manner as required by law; and that this Note, together with all other indebtedness
of the Authority outstanding on the date hereof and on the date of its actual issuance
and delivery, does not cause the indebtedness of the Authority to exceed any
constitutional or statutory limitation thereon.
IN WITNESS WHEREOF, the Board of Commissioners of the Housing and
Redevelopment Authority in and for the City of Fridley, Minnesota, by its Commission
Members, has caused this Note to be executed by the manual signatures of the
President and the Treasurer of the Authority and has caused this Note to be dated
_________________________, 20__.
By By
Its Chairperson Its Treasurer
ATTEST:
Secretary
49
CERTIFICATE OF REGISTRATION
It is hereby certified that the foregoing Note, as originally issued as of the _____
day of ______________, 20__, was on said date registered in the name of the Housing
and Redevelopment Authority in and for the City of Fridley, Minnesota, a public body
corporate and politic and that, at the request of said Registered Owner of this Note, the
undersigned has this day registered this Note as to principal and interest on the Note in
the name of such Registered Owner, as indicated in the registration blank below, on the
books kept by the undersigned for such purposes.
Name of Date of Signature of
Registered Owner Registration Secretary
Sherman Associates
Development LLC,
a limited liability company ___________, 20__
50