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04-10-12 HRA Agenda Packet � ��a `a��assp�oipne `a��ieag `�iu�a}aa�a `�uiad a6a�� apn��u� rtpw s�ewao� ��euaa��o sa�dwex� •�sanbaa e a�ew n; (g96£-£65-£9L �I�1.L) 9008-£6S-£9L � II�� s�a�d •�sanbaa .anoq-�� uodn s�ewao�a�euaa�� ui a�qe�i�ne s� �uawn�op s�U� �uawu�nofpy •g �bg-pg �(�i�od 6ui�u�ui� �uawaa�u� x�l�o nnaina� �g (�� `�(all�n uaplo� au0 I�qoiJ) 6uisnoH aoivas pue s�uaw��dy ��ua� �a �uauada�anaQ ay�aa��(}�adoad ��a� ui�}�a� �o a��S ��uoi�ipuo� 6uinoaddy uoi�n�osa� - bp-z� uoi�n�osa� •q �� (a�i�n Uaplo� au0 I�qol� o� pu�� o a��g uo 6uiaeaH �i�qnd �� 65-£� :�aay�uawdo�anapa�{ stl!H uaplo� �L Z� a��o 6ui}aay� doys�aoM 8 ��W �aS '9 ��-8 s�oda� ��i�u�ui� Z�OZ U��W �.o �dia�a� �5 ZO'£I.� Z£ �t�101 £L'Ot�£ 9� pun� �uawa��u� x�l Oti'£bZ't� pun� ��afoad ��ide� SII!H uaploJ titi'�£9`0� pun� ��afoad ��id�� u�!M u�oN 5b�L6�'�$ pun� ��aaua� : ��nS II!9 0'E�1� ZE �b�101 L ZO'£�t� Z£ �(a��n uap�o��o �(�i� saan�ipuadx3 �(�i� �.o �uawasanquaia� :sll!8 �o ��no�ddy ��, Z�OZ 'E� u�a�W g-z - 6ui}aaW ��i�adS pu� Z�OZ '0� ti�nu�� - sa}nuiw �o �enoaddb �£ �pua6y�o �enoaddy �Z ll�� ilo2� '� S3J�dd uad p£:g ZI.OZ `Ol. I!�dd aaqw�y� �i�uno� p�o� �(all�n uaploJ 008L II�H ��!� �a��n uap�o� �(�uoy}ny�uawdo�anapa� pue 6uisnoH ay��o 6ui�aaW a��n6a� `daN � J �d HOUSING AND REDEVELOPMENT AUTHORITY January 10, 2012 Pursuant to due call and notice thereof, a regular meeting of the Housing and Redevelopment Authority of the City of Golden Valley, Hennepin County, Minnesota, was held at 7800 Golden Valley Road in said City on January 10, 2012 at 6:30 pm, in the City Council Chambers. The following members were present; Chair Paula Pentel and Commissioners Joanie Glausen, Mike Freiberg, Shep Harris and DeDe Scanlon. Also present were HRA Director Thomas Burt, Finance Director Sue Virnig and Administrative Assistant Lisa Wittman. Election of Officers The HRA Bylaws provide for the annual election of the HRA Chairperson and Vice Chairperson to serve a one year term. Chair Pentel opened the nominations. MOVED by Scanlon to nominate Chair Pentel for the office of Chair. MOVED by Freiberg to nominate Commissioner Scanlon for the office of Vice Chair. Chair Pentel and Cammissioner Scanlon accepted the naminations and the Commissioners voted unanimously to appoint Paula Pentel as Chair and DeDe Scanlon as Vice Chair. Approval of Aqenda There were no changes made to the agenda. Approval of Minutes - October 11, 2011 Repular HRA Meetinq MOVED by Harris, seconded by Clausen and motion carried unanimously to approve the October 11, 2011 Regular HRA minutes as submitted. Reimbursement of Citv Expenditures MOVED by S�anlon, seconded by Freiberg and motion carried unanimously to authorize reimbursing the City of Galden Valley $15,531.36 for expenditures incurred. Receipt of December 2011 Financial Reports MOVED by Scanlon, seconded by Clausen and motion carried unanimously to receive and file the December 2011 Financial Reports. Adoption of 2012 General Fund Budqet Chair Pentel introduced the agenda item. Housing and Redevelopment Authority January 10, 2012 Page 2 Adoption of 2012 General Fund Budqet (continued) Commissianer Clausen introduced the following resolution and moved its adoption: RESOLUTION 12-1 RESOLUTfON OF THE HOUSING AND REDEVELOPMENT AUTHORITY (Hh�A) ADOPTING THE 2012 GENERAL FUND BUDGET The motion for the adopfiion of the foregoing resolution was seconded by Commissioner Freiberg and upon a vote being taken thereon, the following voted in favar thereof: Clausen, Freiberg, Harris, Pentel and Scanlon and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Chair and her signature attested by the Director. Designation of Depositories Chair Pentel introduced the agenda item. Gommissioner Scanlon introduced the following resolution and moved its adoption: RESOLUTION 12-2 RESOLIJTIQN DESIGNATING DEPOSITORIES FOR HRA FUNDS The motion for the adoption of the foregoing resolution was seconded by Commissioner Harris and upon a vote being taken thereon, the following voted in favor thereof: C�ausen, Freiberg, Harris, Pentel and Scanlon and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Chair and her signature attested by the Director. Set 2Q12 Meetinq Schedule Commissioner Harris questioned the possibility of combining the HRA meeting dates with the regular City Council meeting dates. Chair Pentel stated that it can be difficult to have HRA meetings and City Council meetings on the same date because public hearings are set for a specific time on the City Council agendas. MOVED by Scanlon, seconded by Clausen and motion carried unanimausly to set meeting dates for regular meetings for HRA on January 10, April 10, July 10 and October 9 at 6:30 pm• Re�ort on GVEC LLC Development Aqreement HRA Director Tom Burt explained that in 2006 the HRA entered into an agreement with GVEC, LLC for three-phase redevelopment project in the North Wirth Redevelopment area. He stated that Phase 1 has been completed and the HRA, in 20�9, negotiated an Housing and Redevelopment Authority January 10, 2012 Page 3 amendment to the GVEC LLC Development Agreement extending the deadline for construction of the remainder vf the project. He explained that the bank would like to work with staff on a second amendment to the agreement that would provide them more time to market the property without being in default. Commissioner Harris asked about the length of the extension. Burt said an extension could be anywhere from 18 months to 2 years. Commissioner Clausen asked what would happen to the property if it is not economical for the bank to finish the project. Burt stated that the HRA could decide to dissolve the TIF Qistrict. The taxes would go back on the tax role at that point, but the property owner would keep the �roperty. The meeting was adjourned at 6:42 pm. Paula Pentel, Chair ATTEST: Lisa Wittman, Administrative Assistant HOUSING AND REDEVELOPMENT AUTHORITY Special Meeting March 13, 2012 Pursuant to due call and notice thereof, a regular meeting of the Housing and Redevelopment Authority af the City of Golden Valley, Hennepin Gounty, Minnesota, was held at 780Q Galden Valley Road in said City on March 13, 2012 at 6:30 pm, in the City Council Chambers. The following members were present: Chair Paula Pentel and Cammissioners Joanie Clausen, Shep Harris and DeDe Scanlon. Also present were HRA Director Thamas Burt, Assistant HRA Director Jeanne Andre, Finance Director Sue Virnig and Administrative Assistant Lisa Wittman. Commissioner Mike Freiberg was absent. North Wirth Redevelopment Area Approval of Second Amendment and Assignment - GVEC Properties, LLC Private Development Agreement Andre explained that that GVEC development project had been in default under the GVEG Private Development agreement due to non-payment of taxes and is under threat of foreclosure for default on loan payments. As of December 21, 2011, the developer further defaulted by not meeting canstruction deadlines for Phases II and III of the project, as established in the First Amendment to the Development Agreement. She stated that the mortgage holder, Bank Mutual, is seeking to take over this property by securing a deed in lieu of foreclosure in order to secure 4ngoing tax-increment financing suppart for the project. She explained that this proposed second amendment to the Development Agreement would allow the following: Bank Mutual will take ownership of the property and market it to a developer while continuing to keep current on the taxes, the new Phases II and III construction deadline will be �ecember 31, 2013, The HRA must approve any prospective buyer/developer and such developer will assume all of the obligations in the Development Agreement and the Tax Increment Note will continue to exist, with no further interest accrued. Harris asked about the reasans leading to default. Andre stated that the developer wasn't able to sell the units and speculated that the economy might have been a factor. Pentel asked if new units will need to be built in the same style as the existing units. Andre stated that would be discussed with any future developer of the property. Harris asked if Bank Mutual has a certain type of developer in mind. Andre said she didn't know but explained that it could be something different from what was proposed or built in the past. MOVED by Clausen, seconded by Scanlon and motion carried unanimausly to approve #he Second Amendment and Assignment of GVEC Properties, LLC Private Development Agreement and authorize the Chair and Executive Director to sign documents associated with said agreement. Housing and Redevelopment Authority March 13, 2012 Page 2 Amending Golden Hills Redevelopment Plan (to be renamed I-394 Corridor Development Plan) A. Public Hearing - Amendment to Redevelopment Plan B. Adoption of Resolution Approving Revision of the Redevelopment Plan for the Golden Hills Redevelopment Project and Renaming it the I-394 Carridor Redevelopment Plan - Resolution 12-3 Andre gave a brief history of the Golden Hills Redevelapment Plan and explained that the goal of this current proposal is to amend the existing redevelopment plan ta incorporate changes implemented 2008 and to expand the geographic area in the Plan to better correspond to the I-394 Mixed Use Zoning District. Pentel asked Andre to explain the importance of adopting an updated redevelapment plan. Andre stated that redevelopment plans allow the City and private developers to have a clear view of what is possible and what is desirable in certain areas. Pentel added that adopting a redevelopment plan in no way requires the Gity to use Tax Increment Financing. Andre stated that a detailed financing plan is done if and when a project comes forward or if there is a public improvement that needs bonding. Harris asked if the City is taking advantage of promoting this plan to the development community. Andre stated that the City usually only promotes a redevelopment project through a Request for Proposals (RFP) if the HRA controls the land. In this area, the HRA doesn't control any of the land. Pentel opened the public hearing. Seeing and hearing no one wishing to comment, Pentel closed the public hearing. MOVED by Harris, seconded by Scanlon and motion carried unanimously ta adopt Resolution 12-3, Resolution Approving Revision of the Redevelopment Plan for the Golden Hills Redevelopment Project and Renaming it the I-394 Corridor Redevelopment Plan. The meeting was adjourned at 6:52 pm. Paula Pentel, Chair ATTEST: Lisa Wittman, Administrative Assistant �t�� V� � 4§rY�i�`!, jfP�� ,r�y � �� iiit ��„ Housing and Redeve�opment A.ufihori.ty 763-593-8002/763-593-8109(fax) ExeGUtive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting Aprit 10, 2012 _ Agenda Item 4. Reimbursement of City Expenditures Prepared By Sue Virnig, Finance Director Summary As of March 31, 2012 the following expenditures were paid by the City on uarious check registers and need to be reimbursed by the HRA: Check City Expenditures: Amount Number 1000 Hennepin County (TIF Administrative Fees) $5,$57.87 109468 1000 Hennepin County (Golden Hills Tax Increment Reimbursement) $10,946.90 109571 1000 Best & Flanagan (December legal) 3,833.45 109384 1000 Best & Flanagan (lanuary Legal) 5,587.20 109737 1000 Best & Flanagan (February Legal) 6,187.60 110174 $32,413.02 HRA Expenditures: 9000 General Fund $1,197.45 9160 Golden Hills Tax Increment Fund 16,340.73 9250 North Wirth #3* 10,631.44 9280 Golden Hills Capital Projects* 4,243.40 $32,413.02 *Asterisk items are reimbursed by deposits held for developers. Recommended Action Motion to approve reimbursing the City of Golden Valley $32,413.02 for expenditures incurred. ��1 ��- Housing and Redevelopment Aufihority 763-593-8002/763-S93-8109(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting April 10, 2012 Agenda Item 5. Receipt of March 2012 Financia) Reports Prepared By Sue Virnig, Finance Director Summary Attached is the March 2012 Financial Reports for Housing and Redevelopment Authority (HRA) review. Staff will address questions from the HRA before or at the meeting. Attachments • HRA General Fund March 2012 Budget Report (1 page) • HRA Tax Increment District Projections for Golden Hills Tax Increment Funds (1 page) • HRA 2012 Capital Project Funds Repart (1 page) Recommended Actian Motion to receive and file the March 2012 HRA Financial Reports. HRA of Golden Valley General Fund March 2012 Budget Report Percentage Qf Year Completed 25% Over % Of 2012 Jan-Mar YTD (Under) Budget Revenue Budget Actuai Actual Budget Received Transfer from TIF Funds: Golden Hills 159,000 0.00 159,000.00 0.00 100.OQ% Interest Earnings (3) 0 0.00 0.00 0.00 Fund Balance 0 Q.00 0.00 O.QO #DIV/Q! Totals $159,000 0.00 159,000.00 0.00 100.00% Over % Of 2012 Jan-Mar YTD (Under) Budget Expenditures Budget Actual Actual Budget Expended Legal Services (1) $5,000 926.20 926.20 (4,073.80) 18.52% Audit 12,000 0.00 12,000.00 0.00 100.00% City Overhead (2) 140,000 O.OQ 14Q,000.00 O.OQ 100.00% Miscellaneous 1,000 0.00 0.00 (1,000.00) 0.00% Tatals $158,000 926.20 152,926.2p (5,073.80) 96.79% Notes: (1) Includes Feb to date billings from Best & Flanagan. (2) Transfers will be made in July 2012. (3) Interest will be allocated at year end. 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U U � � � W � � W f- � NNN� I- m HRA Of Golden Valley Capital Project Funds 2011 Financial Report 9280 925Q Golden North Hills Wirth #3 Cash Balance @ 01/01/12 $286,778.24 $16,221.00 Add: Receipts: Interest Deposit from Qeveloper Increment on �Deposit (penalties) O.OQ Less: Expenditures: City of Golden Valley (1) (200.00) 0.00 Transfer to TIF Cash Balance @ 03/31/12 $286,578.24 $16,221.00 (1) Breakdown on City Expenditures Mema (2) Will take off next TIF payment to developer �� Housi.ng and Redevelopment Auth4rity 763-593-8p02!763-593-8149(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting April 10, 2012 Agenda Item 6. Set May 8 Workshop Meeting Date Prepared By Jeanne Andre, Assistant Director, Housing and Redevelopment Authority Summary Staff is recommending that the Commissioners set a special Workshop Meeting on May 8, at 6 pm, to learn about past HRA redevelopment efforts and identify tools and priorities for redevelopment and economic development in the City. Recommended Action Commissioners should discuss Workshop Meeting proposed by staff, confirm if it should be set for May 8 at 6 pm and identify possible agenda items. C��' C7�" ,:, „;:.�:. ��+�YZ . ��. ��,T Housxng and Redev+�lopment Authority 763-593-8002/763-593-81 Q9(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting �►pril 10, 2012 Agenda Item 7. Public Hearing- Sale of Land to Global One Golden Valley Private Development Agreement (for Three•Nine•Four Development) Prepared By leanne Andre, Assistant Director, Housing and Redevelopment Authority Summary Since 2010 the Housing and Redevelopment Authority (HRA) has been working with Global One Commercial on the possible redevelopment of undeveloped land at the northwest quadrant of Trunk Highway 100 and Interstate 394 that was acquired by the Minnesota Qepartment of Transportation (MnDOT) in the 1980s. Some of the property was taken for the expansion of the highway, with the residual property used as a staging area during the conversion of U.S. Highway 12 into Interstate 394. The residual property has remained vacant since the completion af the freeway and is available for development. The parcel is located in the City's Golden Hills Redevelopment Area. When excess MnDOT property is sold, the City's Housing and Redevelopment Authority (HRA) is given the right of first refusal concerning the sale of the land for redevelopment purposes. Otherwise MnDOT would dispose of the land by public auction to the highest bidder and the HRA and City would have no means, other than standard planning approvals, to guide development of the site. The developer has worked with staff on the attached Global One Golden Valley Private Development Agreement. The agreement sets forth a plan ta proceed with the development of the MnDOT parcel, in conjunction with an ad}acent parcel. The proposed development includes two structures, a 212-unit, six-story, market-rate apartment building and a 149-unit, five-story senior apartment building. Both buildings have underground parking. The site plan also includes surface parking and a storm-water retention pond. Staff and the developer have worked through a number of major issues related to this project, including traffic, access and accommodation of the new Metropolitan Council Environmental Services sewer interceptor. HRA staff and the developer will be available to address questions about the project and related concerns. Terms of Development Agreement As noted earlier, the MnDOT parcel is in a redevelvpment area and can be sold to the HRA for redevelopment purposes. The HRA can then, through a Private Development Agreement, sell the property to a developer for an identified project. The development agreement sets forth a number of steps necessary for the sale af land to occur involving a number of parties, including MnDOT, the adjacent property owner, and the City of Golden Valley. If the development agreement is approved by the HRA the following activities are necessary. 1. The developer must pay for and secure a land survey and appraisal of the MnDOT property and establish a purchase price acceptable to MnDOT. 2. The developer must purchase the adjacent parcel from a private owner. 3. When MnDOT has agreed ta an appraised value, it will participate, with the developer, in seeking planning appravals for redevelopment of the site. (MnDOT does not enter into purchase agreements but will provide a letter outlining its terms for selling the property.) 4. The developer will apply to the City for a Planned Unit Development (PUD) to secure municipal approval for the development of the property (separate consideration of preliminary and final applicationsj. The PUD applicant must hold a neighborhaod public meeting to inform the neighborhood about the development concept and obtain information and suggestions regarding the development from the neighborhood. The PUD process also involves two informal public hearings held by the Planning Commission and two pubfic hearings held by the City Council. 5. If the developer secures PU� approval for the project, the HRA must approve the final PUD site plan for the project prior to the sale of the property. 6. The sale of land would be a pass through, with the HRA purchase of the land followed immediately by the sale to Global One Golden Valley, LLC. 7. If the project is approved, the developer will provide for relocation benefits for tenants of apartment units impacted by the development. Attachments • Resolutian 12-04, Resalution Approving Conditional Sale of Certain Real Property for the Development of Rental Apartments and Senior Housing (Global One Golden Valley, LLC) (45 pages) Recommended Action Move to adopt Resolution 12-04, Resolution Approving Conditional Sale of Certain Real Property for the Development of Rental Apartments and Senior Housing (Global One Golden Valley, LLC). F�esolution 12-04 April 10, 2012 Commissianer introduced the following and moved its adoption: RESOLUTION APPROVING CONDITIONAL SALE OF CERTAIN REAL PR4PERTY FOR THE DEVELOPMENT OF RENTAL APARTMENTS AND SENIOR HOUSING (Global One Golden Valley, L.L.C.) WHEREAS, the Housing and Redevelopment Authority in and for the City of Golden Valley (hereinafter "HRA") and the City Council for the City of Golden Valley (hereinafter "City") have approved the Golden Hills Redevelopment Plan as adopted in 1984 and amended from time to time; and, WHEREAS, the Golden Hills Redevelopment Plan contemplates the redevelopment of the East Area; and, WHEREAS, Global One Golden Valley, LLC ("Developer") would like to develop a 212-unit, market-rate, six-story apartment building and a 149-unit, five-story senior apartment building with underground and surface parking; and, WHEREAS, the HRA has reviewed the terms of the proposal made by the Developer and they appear to be reasonable and within the overall guidelines for redevelopment of the Golden Hills Redevelopment Area; and, WHEREAS, the HRA has provided for the determination of the use value of the real property contemplated by the Developer's proposal; and, WHEREAS, pursuant to Minnesota Statutes §469.029, the HRA has duly given notice in the form attached as Exhibit A of a public hearing on the praposed sal� of the property described therein as the "subject property" and has duly held said public hearing. NOW, THEREFORE, BE IT RESOLVED, that the HRA does hereby make the fallowing findings and determinations 1. Proper published notice of the proposed sale of the Subject Property described above has been given and a public hearing has been held thereon, all in accordance with the provisians of Minnesota Statutes §469.029; and, 2. The use of the Subject Property proposed by the Developer is reasonably within the overall guidelines af the Golden Hills Redevelopment Plan; and, 3. The use value af the Subject Property is that value established by agreement between the Minnesota Department of Transportation and developer; and, 4. In consideration ofi the restrictions on the sale and use of the Subject Property imposed by Minnesota Statute §469.029 and the restrictions imposed by the Galden Hills Redevelopment Plan, sale of the Subject Property ta the developer at the value established by the Minnesota Department of Transportation is appropriate. Resolution 12-04 - Continued April 10, 2012 BE IT FURTHER RESOLVED that: 1. The sale of the Subject Property to the Developer with the terms and conditions set forth in the development agreement attached hereto as Exhibit "B" is hereby approved; and, 2. The Chair and the Director of the HRA are hereby authorized to execute the necessary documents and close the sale of the Subject Property to the Developer pursuant to the terms and restrictions provided hereby; and, 3. The Director of the HRA is hereby authorized and empowered to take all necessary steps to perform the obligations imposed on the HRA under the Private Development Agreement; and, 4. The Golden Hilfs Redevelopment Plan is hereby amended to the extent that the Developer's proposal embodied in the Private Development Agreement attached hereto as Exhibit "B" so modifies it. Paula Pentel, Chair ATTEST: Thomas D. Burt, Executive Director The motion for the adoption of the foregoing resolution was seconded by Commissioner upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same whereupon said resolution was declared duly passed and adopted, signed by the Chair and her signature attested by the Executive Director. Resolution 12-04 - Continued April 10, 2012 EXHIBIT A NOTICE OF PUBLIC HEARING APPROVAL OF SALE OF REAL PROPERTY tN THE NORTHWEST QUADRANT OF I-394 AND HIGHWAY 1Q0 TO GLOBAL ONE GOLDEN VALLEY LLC FOR REDEVELOPMENT NOTICE IS HEREBY GIVEN that the Housing and Redevelopment Autharity (HRA) of Golden Valley, Minnesota will meet at the Golden Valley Gity Hall, Council Chambers, 7800 Golden Valley Road, on Tuesday, April 10, 2012, at 6:30 p.m. and will then and there consider the proposed sale and terms thereof for the development of property owned by the Minnesota Department of Transportation at the northwest quadrant of 1-394 and Highway 100, as set forth on the attached map for redevelopment pursuant to Minnesota Statutes Section 469.029. The proposal is to construct an apartment building with 212 units and a senior hausing facility with 149 units, bath with underground and surface parking. All interested parties may appear in person or by caunsel and be heard. All interested persons may appear in person or by counsel and present their views orally or in writing. If you require auxiliary aids or services to participate or communicate in this meeting, please contact Judy Nally at 763-593-3991 (TTY: 763-593-3968) 48 hours before the meeting time to make a request. Examples of auxiliary aids or services may include sign language interpreter, assistive listening device, accessible meeting IQCation, etc. BY THE HOUSING AND REDEVELOPMENT AUTHORITY /s/Thomas D. Burt, HRA Director Resolution 12-04 - Continued April 10, 2012 _ � isi o„ --- - " �-`ea�w,i�r�a; t r ,, � �� ,�,` , i � -• _ '. —Circte Rowh- � '�"!'1 ' " — — "'_ ., -. ,.,� ` / i °'~.�,r ��. 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GLOBAL ONE GOLDEN VALLEY�LLC PRIVATE DEVELOPMENT AGREEMENT THIS AGREEMENT, effective as of April , 2012, is made and entered into by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY QF GOLDEN VALLEY, a public body corporate established and existing under Minnesota Statutes, Section 469.OQ1 et seg., with its principal offices at 7800 Golden Valley Road; Golden Valley, Minnesota 55427 (the "HRA"), and GLOBAL ONE GOLDEN VALLEY, LLC, a Minnesota limited liability company, with its principal office at IDS Center, 80 South 8t" Street, Suite 900, Minneapolis, MN ("Developer"). WHEREAS, the HRA and the City of Golden Valley adopted the Golden Hills Redevelopment Plan (the "Plan") in October of 1984, and have since made certain amendments thereto, for the purpose of redeveloping approximately 100 acres lacated in the City of Golden 1✓aUey (the "Redevelopment Area°); and WHEREAS, the Plan is intended to encourage private developmenfi of the Redevelopment Area; and WHEREAS, D�veloper has submitted to the HRA a proposal for the purchase by Developer from the HRA of a parcel in the Redevelopment Area �all � described in attached Exhibit A, which the HRA is in the process af purchasing from the Minnesota Department of Transportation (the "MNDOT Parcel"), and the purchase by Qeveloper from a third party of an adjacent parcel in the Redevelopment Area described in attached Exhibit B {the "Adjacent Parcel"); and WHEREAS, Developer propases ta combine the MNDOT Parcel and the Adjacent Parcel into a single parcel (the "Development Property"), and canstruct an the Development Property a six-stary apartment building with approximately 212 units, plus , parking, and a six-story senior apartment building with approximately 149 units, plus parking, and a storm water retention pond, landscaping, and certain other improvements (the "Project"); and WHEREAS, the HRA, after public hearing, has approved the project as being consistent with the provisians of the Plan; and WHEFtEAS, the parties also intend that the City will construcfi certain public improvem�nts, now or in the future, which are necessary for the Project an� financed as provided herein; and i WHEREAS, Minnesota Statutes, Section 469.029, requires the adoption of a development agreement between the parties setting forth the mutual rights and obligations of the parties in accordance with the goals of the HRA; NOW, THEREFQRE, in consideration of the for�going, and in consideration of the mutual terms and conditions contained herein, the parties hereby agree as fallows: ii TABLE OF CONTENTS P�.� ARTICLE I Definitions......................................................................................................... 1 Section1.1 Definitions......................................................�..........,.,.....,......,..... 1 ARTICLE II Representations and Warranties........................................................ .....4 Section 2.1 Representations and Warranties by the HRA.......................... 4 Section 2,2 Representations and Warranties by Developer....................... S ARTICLE III Title and Other Matters.................................................................................. 6 Section 3.1 Acquisition of the Adjacent Parcel ............................................. 6 Section 3.2 Acquisition of MNDOT Parcel.... ........................................... 6 Section3.3 Survey ........................ . ........................................................ .. 6 Section 3.4 Planning Approvals ...................................................................... 6 Section 3.5 MCES Sanitary Sewer System................................................... 7 Section 3.6 Enviranmental ............................................................................... 7 Section 3.7 Platting and Subdivision .............................................................. 7 Sectian 3.8 Public Improvements ................... . ............................................. 7 Section 3.9 Site Improvements ....................................................................... 8 Section3.10 Closing ........................................................................................ 8 Section3.11 Recording ................................................................................... 8 Section 3.12 Real Estate Taxes and Special Assessments....................... 8 Section3.13 Use.. ............................................................................................. 8 Section 3.14 Condemnation............................................................. ............... 9 ARTICLE IV Construction of Improvements ................................................................... 9 Section 4.1 Construction of improvements ................................................... 9 Section 4.2 Commencement and Completion of Private Improvements. 9 Section 4.3 Certificate of Completion...................................... . .................. 10 Section 4.4 Deposit and Reimbursement of HRA Expenses ................... 11 Section 4.5 Relocation Deposit....................................................................... 11 Section �1.5 Security .................................................................�.............,........ 11 ARTICLEV Insurance......................................................... ............................................. 12 Sectian5.1 Insurance ............................ ............................................... ..... 12 ARTICLE VI Undertakings of the HRA............................................................ ............. 13 Section 6.1 Purchase and Sale af MNDOT Parcel .................................... 13 Section 6.2 Limitations on Undertakings of the HRA................................. 14 Section 6.3 HRA's Option to Terminate....................................................... 15 ARTICLE VII Mortgage Financing. ......................................................:............................. 1 S Section 7.1 Approval of Mortgage....... ......................................................... 15 Section 7.2 Notice of Default; Copy to Mortgagee..................................... 1 S Section 7.3 Mortgagee's Option to Cure Defaults...................................... 16 Section 7.4 HRA's Option to Cure Default on First Mortgage .................. 17 ARTICLE VIlI Restrictions on Transfer; Indemnification ...............................,,....,....,.. 17 Section 8.1 Restrictions an Transfer............................................................ 17 Section 8.2 Indemnification............................................................................ 18 ARTICLEIX Events of Default................................................................. . ....................... 18 III Section 9.1 Events of Default Defined ............................ ............................ 18 Section 9.2 Remedies on Default .................................................................. 19 Section 9.3 No Remedy Exclusive........................................... .................. 20 Section 9.4 No Additional Waiver Implied by One Waiver.,...,.,..,,.,.......,.. 20 ARTIGLE X Additional Provisions .................................................................................. 20 Section 10.1 Equal Employment Opportunity............................................. 20 Section 10,2 Not for Speculation............................................................. ... 20 Section 10.3 Titles of Articles and Sections................... ...... ...�.......... 20 Section 10.4 Natices and Demands ................................................. ........ 20 Section 10.5 Counterparts............... ........................................................... 21 Section 10.6 Modificatian ............................................................:........ ..... 21 Section 10.7 Interpretation and Amendment...............................................21 Sectian 10.8 Severability................................................................................ 21 Section 10.9 Duration...................................................................................... 22 Section 10.10 Binding Effect..............................:...........................�,,............. 22 Section 10.11 Cansents.................................................................................. 22 Section 10.12 Certificates .............................................................................. 22 Section 10.13 No Additional Wavier Implied by One Waiver ................... 22 ARTICLE XI Termination of Agreement by Developer ............................................... 22 Section 11.1 Developer's Optians to Terminate......................................... 22 Section 11.2 Effect of Termination..................�....,.......,..............................,. 23 Section 11.3 Developer's Remedies on Default by HRA.......................... 23 Section 11.4 No Remedy Exclusive.............................................................. 23 iv Exhibits: A Legal Description for MNDOT Parcel B Legal Description for Adjacent Parcel C Gertificate of Completion Q Preliminary Plans E Description of Public Improvements F Quit Claim Deed v ARTICLE I Definitions � Section 1.1 Definitions, In this Agreement, unless a different meaning clearly appears from the contex#: "Adjacent Parcel" means the parcel adjacent to the MNDOT Parcel on the north, legally described on Exhibit B. "Aqreement" means this Global One Golden VaNey, LLG Private Development Agreement by and between The Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota, and Global One Galden Valley, LLC, a Minnesota limited liability company, as the same may be from time to time modified, amended or supplemented. "Certificate of Completion" means the certification for the Development Praperty, in the form of the certificafie contained in Exhibit C attached to and made a part of this Agreement, pravided to Developer pursuant to Section 4.3 of this Agreement upon satisfactory completion of the Improvements for the Development Property. "C�" means the City of Golden Valley, Minnesota. "City Requirements" means the planning, zoning and permitting requirements and approvals of the City applicable to the Development Property. "Closing Date" or °Closinq' means the date upon which the HRA conveys the MNDOT Parcel to Developer, which shall be on or about Qctober 1, 2Q12, which date shall be scheduled by the HRA in its sole diseretion. "CountY" means the Gounty of Hennepin, Minnesota, "Developer" means Glabal One Golden Valley, LLC, a Minnesota limited liability company, and its successors and assigns under this Agreement. "Development Plans" means the plans, specifications, drawings, and related dacuments on all constructian work to be performed by Developer on the Development Property, including all an-site improvements to be performed, installed or constructed upon the Development Property pursuant to this Agreernent. Such plans shall include, at a minimum, for each building or other structure to be constructed on the Development Properky, at least the follpwing: (i) site plan; (ii) floor plan for each flaor; (iii) elevations (all sides) and exterior materials; and (iv) landscape plan; and shall also include adequate plans, drawings and specifications relating to all driveways, walks, parking, and other improvements to be constructed upon the Development Property by Developer, Such plans shall also include the plans, drawings and specifications for the 1 drainage syst�m for the Development Property, and the drainage pond to b� constructed partially on the Development Property. The Development Plans shall comply with all applicable City requirements and other applicable laws and regulations. "Development Propertv" means the MNDOT Parcel and the Adjacent Parcel, to be replatted as Lots 1 and 2, Block 1, Globus Golden Valley Addition, Hennepin County, Minnesota, according to the recorded plat thereof subject to permanent easement, temporary construction easements and access easements for the MCES interceptar sewer, "Event of Default" means an action by Developer listed in Section 9,1 of this Agreement. "First Mortgaae" means any first priority mortgage which is secured, in whole or in part, by Developer's interest in the Development Property, or any portion or parcel thereof, or any Improvements constructed thereon, and which is a permitted encumbrance pursuant to the provisions of Article VII of this Agreement, "Holder" means the owner of the First Mortgage. "HRA" means The Housing and Redevelopment Authority in and for the City of Galden Valley. "Improved Parcel" means the Development Property and the completed Improvements hereon. "Irnprovements" means: (a) 6-story apartment building with approximately 212 units, plus 224 underground parking spaces, 170 surface parking spaces, and 30 proof of parking spaces; (b) a 6-story apartment building with approximately 149 senior units, plus 84 underground parking spaces, and 12 surface parking spaces, substantially consistent with the Preliminary Plans attached as Exhibit D; (d) a drainage pand that meets all applicable laws and regulations; and (e) all other improvements, including fixtures and equipment, to be constructed by Developer upon the Development Property pursuant ta this Agreement, as such improvements are defined in the Development Plans. "MNDOT Parcel" means the parcel depicted on the map at Exhibit A of which Developer shall prepare a legal description pursuant to Section 3.3. "Net Proeeeds" means any proceeds paid by an insurer to Qeveloper, the Halder of the First Mortgage, or the HRA under a policy or policies of insurance to be provided and maintained by Developer pursuant to Article V of this Agreement and remaining after deducting all expenses (including reasonable fees and disbursements of counsel) incurred in the collection of such proceeds. "Parties" means the HRA and Developer. 2 "Partv" means either the HRA or Developer. "Plan" means the Golden Hills Redevelopment Plan, adopted by the City and the HRA in October of 1984, and as amended through the date hereof. "Public Improvements" means those streets, roadway and utility improvements necessary for the Proj�ct including without limitation, the reconstruction of the intersection of Xenia Avenue South and Golden Hills Drive (and other necessary improvements) to allow the intersection to operate at a level D or better when the Redevelapment Area is fully developed. The term also includes all sidewalks, trails, utility relocation, acquisitian af right-of-way, survey and design fees, administrative fees, inspection costs, attorney's fees, and related expenditures necessary to undertake such public improvements, "Preliminary Plans" means the preliminary d�velopment plans submitted by Developer far the Qevelopment Property and the Improvements, including an architect's rendering of the design of the buildings and specifications for the exteriar materials. The Preliminary Plans will be submitted at the time that the Developer submits his application for a PUD for the Development Property. "Proiect" means the construction and operation of the Impravements by Developer an the Development.Property pursuant to the terms of this Agreement. "Purchase Price" means all of the HRA's costs in acquiring the MNDOT Parcel including, but not limited to: (1) the required payment to MNDOT far the property; (2) any real estate taxes payable on the property; (3) other direct costs of the HRA in acquiring the property; (4) th� assessment or equivalent thereof for the 2012 Pavement Management Program. "Redevelopment Area" means the approximately 100 acres located in Golden Valley, Minnesota that are subject to the Plan. "State" means the State vf Minnesota. "Unavoidable Delavs" means actual del�ys due to events directly affecting the Project which are beyond the control of the Parties, including but not limited to actions of governmental authorities other than the City or the HRA, labor disputes, unusualiy severe or prolonged bad weather, acts of God, civil disturbances, accidents, fire or other casualty, injunctions, or other court or administrative orders. 3 ARTICLE II Representations and Warranties Section 2.1 Representations and Warranties by the HRA, The HRA represents and warrants that. (i) The HRA has the power ta enter into this Agreement and carry out its obligations hereunder. (ii) The Redevelopment Area constitutes a Redevelopment Project pursuanfi to Minnesota Statutes, Section 469.002. (iii) Neither the execution and delivery of this Agreement, the cansummation of the transactions contemplated hereby, nor the fulfillment af or compliance with the terms and conditians of this Agreement is prevented or limited by, or in conflict with or will result in a breach of, the terms, conditions or provisians of any indenture, mortgage, agreement or instrument of whatever natur� to which the HRA is now a party or by which it is bound, or will constitute a default under any of the foregoing. (iv) There are no legal proceedings pending, or known to be threatened or contemplated, to which the HRA is a party, or ta which any property of the HRA is subject, which, if determined adversely, would individually or in the aggregate have a material adverse effect on the HRA's financial position, ar prevent ar impair the HRA's ability ta perform any covenants or obligations under this Agreement. (v) The HRA will not modify or otherwise amend the Plan in any manner that adversely impacts the rights of Developer under this Agreement without Developer's prior written consent, which will n4t be unreasonably withheld or delayed. (vi) The HRA has examined this Agreement, and has determined that its terms and provisians are in accordance with the objectives embodied in the Plan, and are in the best interests of the City and its residents. (vii) The Project, as defined and described in this Agreement, is in confarmance with the Plan. (vii) The HRA shall act in good faith and use reasonable efforts ta obtain all consents and approvals required for the perFormance of its obligations under this Agreement. 4 �� (viii) The HRA is not aware of any eminent domain or condemnation proceedings pending or known to be threat�ned affecting any portion of the Develapment Property. The above representations and warranties are true and complet� as of the date hereof, shall be true and complete as of the Closing Date, and shall survive the Closing Date. However, none of the representations and warranties in this Section 2.1 shall be construed to obligate the City or City Council members to support or vote in favar of the appravals necessary for the project nor shall such representations and warranties be construed to impinge on their due process obligations or the due process rights of the public. Sectian 2.2 Representations and Warranties by Developer, Develaper represents and warrants that: (i) Developer is a Minnesata limited liability company duly arganized and in good standing under the laws of Minnesota. (ii) Developer is not in violation of any provisions in its organizational documents, has power to enter intv this Agreement and to perform its abligatians hereunder, and has duly authorized the execution, delivery and performance of this Agreement by proper action, such that this Agreement is and shall remain binding and enfarceable against Developer according to its terms. (iii) Neither the execution and delivery af this Agre�ment, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreernent, is prevented or limited by, or in eonflict with or will result in a breach of, the terms, conditions or provisions of Develaper's organizational documents, or any indenture, mortgage, agreement or instrument of whatever nature to which Developer is nvw a party or by which it is bound, or will constitute a default under any of the foregaing. (iv) There are no legal proceedings pending, or known to be threatened or contemplated, to which Developer is a party, or to which any property af Developer is subject, which, if determined adversely, would individually or in the aggregate have a material adverse effect on Developer's financial position, or prevent or impair Developer's ability to perfarm any covenants or obligations under this Agreement. (v) Developer has previously delivered to the HRA's representatives copies of its most reeent unaudited balance sheet and income statement. Such financial stat�ments are materially true and complete, and there have been no material adverse changes in Developer's financial condition since the date of such statements. 5 (vi) Develaper has, or will have in conjunction with its selected component developer partners, the financial ability to perform its obligations under this agreement. (vii) Developer shall act in good faith and use its best efforts to obtain all consents and approvals required for construction of the Improvements, and Developer shall comply with all reasonable requirements imposed as conditions for such consents and approvals even if such requirements involve changes to the Preliminary Plans or Development Plans (so long as such changes are not substantial). The above representatians and warranties are true and complete as of the date hereof, shalf be true and complete as of the Closing Date, and shall survive the Closing Date. ARTICLE III Title and Other Matters Section 3.1 Acquisition of the Ad,jacent Parcel, Qeveloper shall use its best efforts to complete the acquisition of fee simple title to the Adjacent Parcel as soon as practicable but in no event later than the acquisition of the MNDOT ParceL Section 3.2 Acquisition of MNDOT Parcel, After Developer has acquired the Adjacent Parcel (or is prepared to simultaneously close on bath parcels) and advises the HRA that it is prepared to acquire the MNDOT Parcel from the HRA, assuming MNDOT is willing, the HRA shall take all steps necessary to acquire the MNQOT Parcel from MNDOT and immediately convey it to Developer by quit claim deed in the same condition and for the Purchase Price. The HRA shall act as a pass-through in this transaction and shall provide no funds nor warranties of title nor warranties of any kind relative to the MNDOT Parcel or Developer's proposed development. Developer shall undertake all title work it deems necessary and make any corrections or take any corrective steps it deems necessary in title or ownership of the MNDQT Parcel. Developer shall timely fulfill all requirements of MNDOT for acquisition of MNDOT Parcel. Section 3.3 Survev. Developer shall, within a reasonable time after the execution of this Agreement, obtain from a registered land surveyor a boundary line survey showing the Development Property to the nearest hundredth of a square foot, showing existing improvements and utilities, showing all sasements of recvrd or in use, ali roads and encroachments, any gaps ar averlaps and preparing a legal description for the MNDOT Parcel acceptable to the HRA and MNDOT. Section 3.4 Pfanninq Approvals. Within 180 days after the date of this Agreement, Developer, at its sole cost and expense, shall apply to the City for approval of a P.U.D. for the Development Property based on the Preliminary Plans. Developer shall use its best efforts to obtain such approvals as soon as practicable. If Devetoper 6 is unable to obtain such approvals by October 31, 2012, despite using its best efforts, Developer may terminate this Agreement within the following six months by written notice to the HRA, and shall be returned any funds remaining in the Deposit described in Section 4.4 in excess of accrued expenses, and any security provided under Section 4.5. Sectian 3.5 MCES Sanitary Sewer System. The parties understand that Develaper's Praject along with the Duke Development south of I-394 are in need of a new MCES interceptor sewer in order to properly function. The interceptor sewer is presently scheduled for completion in 2013 or 2014. The timing of the construction of the MCES interceptor sewer may require that the completion of the Project be delayed. In that event, the HRA agrees to extend the completion deadline in this Agreement for reasonable times to accommadate the construcfion of the MCES interceptor sewer but in na event shall such extension extend beyond January 1, 2015. Section 3.6 Environmental. The HRA shall furnish Deveaoper with copies of any legal notices it receives relating to the environmental condition of the Develapment Property prior to the Closing Date. Developer, at its sole cost and expense, has obtained such reporks, investigations and analysis of the environmental and geotechnical condition of the Development Property as it deems necessary. Developer is acquiring the Development Property "AS IS" and is taking its own risk as to contamination thereof. Subject to the foregoing paragraphs, the HRA makes no representation or warranty, express or implied, concerning the presence on, in or under the Development Property af any toxic waste, hazardous substances, or other pollution or contamination ("Hazardous Substances"). The HRA disclaims any and all warranty, liability or responsibility to Developer in connection with the presence of any Hazardous Substances on, in or under the Development property or the ground water. Develaper accepts the Development Property "as is" with respect to Hazardous Substances, Section 3:7 PlattincL and Subdivision, As a part of its obligation to obtain planning approvals, Developer, at its sole cast and expense, shall apply to the City for platting approval, and subdivision approval separating the Development Praperty from adjacent property if required to satisfy any requirements of the Minnesota Department of Transportation. Section 3.8 Public Improvements. Public Improvements will be initiated by the City under Minn. Stat. Ch. 429 as a special assessment project when appropriate in the sole discretion of the City. Costs and allocation to benefiting property owners shall be determined by the City, Developer's assessment shall be nat more than 12% of the project costs. Developer hereby waives any rights to object or appsal the assessments determined to benefit the Development Property. Developer hereby waivss any objection or appeal of the assessment for the Public Impravements. 7 Section 3.9 Site Im rovements. In addition to the structures planned for the site, Developer is responsible for site improvements including but not limited to final grading and compaction, ponding, retaining walls, individual services which connect to the public water and sewer systems located on the existing site right-of-way, tree replacement, landscaping pursuant to the plan and similar improvements. Developer hereby guarantees payment to the City or HRA, as the case may be, for all such improvements undertaken by either public body. In additian, if the City undertakes any af such improvements Developer hereby waives any right fio object or appeal the assessments therefore. Section 3.10 Closing. The Purchase Price shall be due and payable in full from Developer at Closing in cash, or by cashier's or certified check. Upon tender to the HRA of the Purchase Price, the HRA shall deliver ta Developer a quit claim deed for the MNDOT Parcel in either the form attached as Exhibit F or #he form af deed from MNDOT if it is different. The Qeed shall be subject to the restrietions, reservations and encumbrances of record, if any, all building and zoning laws and ordinances and all other local, state, and federal laws and regulations, the terms and conditions of this Agreement, and such other encumbrances as the HRA and Developer shall mutually agree. Delivery of the Deed shall not cause termination of any provisions of this Agreement, except where expressly provided in this Agreement, All costs af the conveyance of the MNDOT Parcel to HRA and ta Developer, including any and all fees and charges relating to such conveyance, and filing or recording fees and any and all other taxes and charges payable in connection with such conveyance, if any, shall be wholly barne by Developer. The HRA shall voluntarily take no actions to encumber title between the date hereof and date of delivery of the Deed to Developer by the HRA pursuant to this Section. All parties understand and agree that the Closing is expressly contingent on: (a) Developer's receipt of all necessary consents and approvals necessary for canstruction of the Improvements, (b) Developer's acquisition of fee simple title to the Adjacent Parcel, and (c) the HRA's prior acquisition of fee simple title to the MNDOT Parcel. This pravision may be waived only in writing by a Party in its sole discretion. Section 3.11 Recordin . Developer shall promptly record as soon as passible the Agreement and the Deed in the office of the Hennepin County Recorder ar, if appropriate, the Hennepin County Registrar of Titles. Developer shall pay all costs of recording, including the State deed tax. Section 3.12 Real Estate Taxes and Special Assessments. Developer shall pay all real estate taxes and special assessments on the Development Property including, but not limited to, the current delinquent taxes in the approximate amaunt of $1Q4,000. Section 3.13 Use. Developer shall (a) operate and maintain the lmprovements upon the Development Property in accordance with the terms of this Agreement and all local, state and federal laws and regulations, (b) devote the Improved Parcel Qnly to the 8 uses permitted under Agreement, or such oth�r uses as may be agreed to by the City and the HRA, and (c) not unlawfully discriminate in the use of the Development Property on account of race, color, religion, sex, age, national origin, or political affiliation. Section 3.14 Condemnation. In the event that title to and possession of the building Improvements ar any material part thereof shall be taken in condemnation ar by the exercise of the power of eminent domain by any governmental body or other person (except the HRA) after the Closing Date, Developer shall, with reasonable promptness after such taking, natify the HRA as to the nature and extent of such taking. Upon receipt of any condemnation award, subject to the rights of the Holder of a First Mortgage, Developer sha11 use the entire condemnation award first to pay th� reasanable costs and expenses of such taking, including but not limited ta reasonable attorneys' fees and appraisers' fees, and second to reconstruct the building Impravements to the extent practicable (or, in the event only a part of the building Improvements have been taken, then to reconstruct such part) upon the Development Property. ARTICLE IV Approval of Development Plans and Construction of Improvements Section 4.1 �praval of Development Plans. Developer agrees to submit to the HRA, as soon as practicable after having received preliminary planning approvals from the City, the Development Plans for the Improvements. The Development Plans shall take into consid�ration the modifications requested by the City Gouncil and its Planning Commission and provide for the construction of the Improvements pursuant to the terms and conditions of this Agreement. The HRA may require changes in the Devefopment Plans consistent with this Agreement and the Plan in its reasonable discr�tion prior to approving the Development Plans. If Developer desires to make any materiai change in the Development Plans after their approval by the HRA, Develaper shall submit the proposed change to the HRA for its approval, which approval may be granted by the HRA in its sole discretion. Sectian 4.2 Commencement and Completion of Private Improvements. After the Development Plans have been approved by the HRA, Developer shall commence construction af the Improvements within 180 days after receipt of aU necessary approvals and permits from the City, provided that such date does not fall during the winter months. If such date does fall during the winter the developer shall commence cvnstruction promptly in the spring. Developer shall diligently prosecute construction of the Improvements to completian and shall complete construction of at least one building by the later of: (a) September 30, 2014, or (b) completian of the MCES sewer project for the Highway 394 area. The times provided herein for commeneement and completion of construction shall also be extended to the extent of any Unavoidable Delays. The Developer may, at its option, construct the buildings consecutively rather than concurrently, 9 Developer agrees that it will construct the Improvements on the Development Property in substantial conformance with the approved Development Plans for the Improvements and in conformance with all applicable laws, regulations and ordinances. Developer agrees that the scope and scale of the Improvements to be constructed shall not be significantly less than the scope and scale of the Improvements as detailed and outlined in the Development Plans. Developer also agrees to cooperate with the contractor far the MCES sewer project for the Highway 394 area. Subsequent to execution of this Agreement, and until issuance of the Gertificate af Completion pursuant to Section 4.3, Developer shall make reports to the HRA, in such detail and at such times as may reasonably be requested by the HRA, as ta the actual progress of Developer with respect to construction of the Improvements. Deveioper also agrees that designated representatives of the HRA may enter upon the Development Property during the construction af the Improvements to inspect such construction, in a manner that will not unreasonably interfere with construction of the Improvements. Section 4.3 Certificate of Completion. (a) Pramptly after the City's issuance af a Certificate of Occupancy for the Improvements for a building on the Development Praperty, the HRA will furnish Developer with a Certificate of Completion for each building, in substantially the form set forth in Exhibit C attached hereto. With respect to such unit, such Certificate of Complsfiion shall be (and it shall be sa provided in the Gertificate of Completion itselfi� a conclusive determination af satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of Developer. This Agreement shall automatically termina#e upon issuance of such certificates for all Improvements on the Development Properky, except for those provisions which by their terms are clearly intended to survive termination. The Certificate of Completion shall be in recordable form. (b) The HRA shall use reasonable efforts to provide each Certificate of Campletion as soon as practicable and the HRA agrees that it will not unreasonably withhold issuance of the Certificate of Completion. The HRA may � refuse to prvvide such Certificate of Completion only in the event that Developer is in material default of a material provision of this Agreement or if the City has not issued a Certificate of Occupancy. If the HRA shall refuse or fail to provide the Certificate of Completion in accordance with the pravisions of this Section, the HRA shall, within ten (10) days after written request by Developer, provide Develaper with a written statement, indicating in adequate detail in what respects Developer has failed to complete the Improvements in accordance with the provisions of this Agreement, or is otherwise in default under the terms of this Agreement, and what measures or acts will be necessary, in the opinion of the HRA, for Developer to take or perform in order to obtain such Certificate of Completion, 10 Section 4.4 Deposit and Reimbursement of HRA Expenses. Pursuant to a Reimbursement Agreement between the HRA and Developer, Developer has deposited $50,000.00, with the HRA for the reimbursement of certain out-of-pocket expenses incurred by the HRA in connection with the Project (the "Deposit"). The HRA shall treat the Deposit as a separate account on its books, but the HRA may commingle the Deposit with its other funds for purposes of investment and reinvestment. All interest earned on #he Deposit shall accrue to the HRA. The Deposit shall be applied by the HRA for the payment of appraisal, surveying, environmental, title, legal, relocation services and ather out-of-pocket expenses relating to this Agreement �nd paid or incurred by the HRA before the earlier of (a} the Closing Date, or (b) the date of termination of this Agreement. Each time the amount of the Deposit is reduced to $10,000 or less, the HRA shall give Developer written notice, and Developer shall immediately contribute an additional $15,000 to the Deposit, The HRA shall pravide Develaper with a reasonably detailed itemization for any amounts spent from the Depasit. The HRA's rights under this Section 4.4 shall not limit any other remedy to which it is entitled under this Agreement or at law or equity due to an Event of Default by Developer, except to the extent that the HRA's damages are reduced by any amounts received under this Section 4.4. Section 4.5 Relocation Deposit. Relocation benefits are payable to the current residents of the Adjacent Parcel. Simultaneously with the execution of this Agreement by both Parties, Developer shall deposit with the HRA the sum of $50,004, and provide the HRA with such additional sums when and to the extent it deems necessary in its sole discretion to cover all the HRA's relocation benefit and relocatian service obligatians. In any event, at such time as the HRA determines, in its sole discretion, that Developer is going ahead with the project, upon notice thereof by the HRA, Developer shall deposit with the HRA an amount equal to 125% of the HRA's estimate of the total amount of such benefits (less amounts previously deposited pursuant to this Section 4,5). If relocation benefits and costs of relacation services exceed the deposit, Develaper shall depasit an additional amount determined by the HRA, in its sole discretion, to cover such costs. If the deposit and/or sums provided the HRA exceed the benefits payable and any relocation service costs not paid under Section 4,4, such excess shall be returned to Developer. Section 4.6 Securi . At or before closing on the MNDOT Parcel Developer shall deliver to the HRA, at Developer's sole �ost and expense (a) certified or guaranteed funds in the amount of the Purchase Price, which will be used by the HRA to acquire the MNDOT Parcel and (b) an irrevocable Letter of Credit in the amaunt of $250,Q00 issued by a reputable bank and in a form previously approved by the HRA, which shall secure Developer's obligations under this Agreement. The Initial Letter of Credit provided under this Section shall provide for expiration not less than one year from the date of issue. At least 30 days prior to the expiration of any letter of credit provided under this Section, Developer shall provide the HRA with a replacement letter of credit that shall continue for not less than one year or, if earlier, until 30 days after the expected Gompletion Date. 11 If Developer fails to close on Closing Date and does not cure within 3Q days, Developer shall be in default hereunder with no further opportunity to cure and the HRA may immediately transfer the remaining funds on deposit under Section 4,4 and 4.5 hereaf to its own accounts and retain such funds as its own. Any security referenced under this Section shall permit the HRA to keep it in the Event of Default as defined in Section 9.1 hereof (but anly after the expiration of any period to cure provided in Sectian 9.2), or immediately in the event Developer fails to either: (a) close on Closing Date or (b) comply with any obligation stated in this Section. The HRA's rights with respect to the security provided under this Section shall not limit any other remedy ta which it is entitled under this Agreement or at law or equity, except to the extent that the HRA's damages are reduced by its recovery of such funds. ARTICLE V Insurance Section 5.1 Insurance (a) Developer shall provide and maintain, or cause to be maintained, at all times during the process of constructing the Improvements, at its sole cost and expense, and, from time to time at the request of the HRA, furnish the HRA with proof of paymenfi 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 or one hundred percent (100%) of the full replacement cost of the Improvements at the date of completion, with a deductible amount of not more than $25,000, and with coverage available in nonreporting form on the so-called "all risk" form of policy; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's and Contractor's Protective Policy with limits against bodily injury and property damage of not less than $5,OOO,Q00 for each accurrence (to accamplish the above-required limits, an umbrella excess liability policy may be used). The interest of the HRA shall be protected in accordance with a clause in form and content satisfactory to the HRA; and (iii) Worker's campensation insurance, with statutory coverage. (b) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by Developer which are authorized under #he laws of the State ta assume the risks covered thereby. At the first time that any insurance is required to be in effect hereunder, Developer 12 will deposit with the HRA a certificate or certificates or binders of the respective insurers evidencing that such insurance is in force and effect. Unless otherwise pravided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice ta Developer and the HRA at least thirty (30) days before the cancellation or modificatian becames effective. Upon the HRA's request, Developer shall furnish the HRA evidence satisfactory to the HRA that any policy required hereunder is in effect. In lieu of separate policies, Developer may maintain a single policy, or blanket or urnbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Developer shall deposit with the HRA a certificate ar certificates of the respective insurers as to the amount of coverage in force upon the Improvements. (c) In the event the Improvements or any portian thereof is destroyed by fire or other casualty, then Developer shall within 180 days after such damage or destructian (ar within three years in the event of damage or destruction to the Improvements in excess of $1,000,000, provided Developer grades and landscapes the site to the HRA's reasonable satisfaction), commence physical repair and reconstruction of the damaged Improvements to substantially the same or improved conditian or utility value as they existed priar to the event causing such damage or destruction and, to the extent necessary to accomplish such repair, reconstruction and restoration, Developer shall, subject to the rights of the Holder of a First Mortgage, apply the Net Proceeds of any insuranc� relating to such damage or destruction to the payment ar reimbursement of the casts thereof. Developer shall complete the repair and reconstruction of the Improvements, whether or not the Net Proceeds of insurance received by Developer for such purposes are sufficient to pay for the same. Any Net Proceeds remaining after completion of construction shall be disbursed ta Developer, subject to the rights of the Holder of the First Mortgage. ARTICLE VI Undertakinqs of the HRA Section 6.1 Purchase and Sale of MNDOT Parcel . As consideration for the purchase of the MNDOT Parcel and the construction of the Improvements by Developer an the Development Property, the HRA agrees to complete, subject to the provisions of Section 6.2 below, the following actions: (a) Use commercially reasonable efforts to acquire the M�1DOT Parcel from the Minnesota Department of Transportation; (b) Cooperate with Developer so Developer may negotiate with MNDOT a fair price for the MNDOT Parcel, including an offset far the delinquent taxes, an offset for any additional soil correction costs, and an offset far costs resulting fram contaminated sails; 13 (c) Assist Developer in pursuing and applying for any Federal/State/County/City/Metropolitan Council grants to assist with any soil correction and environmental issues related to contaminated soils; (d) Sale af the MNDOT Parcel to Developer on the Closing Date; (e) Use reasonable efforts with the City so that the Improvements may. constitute a permittsd use under the zoning ordinance of the City; (fl Request the City to vacate that portion of the alley separating the MNDOT Parcel from the Adjacent Parcel so that the parcels will be cantiguaus; (g) Request a temporary easement over MNDOT's adjacent 394 right of way for grading purposes that will last the duration of this Agreement; and (h) Any other actions required pursuant to an express provision of this Agreement. Sectian 6.2 Limitations on Undertakinqs of the HRA, The provisians of Section 6.1 of this Agreement notwithstanding, the HRA shall have no obligation to Develaper under this Agreement to take any action provided for in this Agreement except upon existence of the following canditions; (a) Developer has satisfied all conditions precedent under this Agreement; (b) No Euent of Default has occurred and is then continuing beyond the cure period provided in Section 9.2; (c) The HRA and Developer hav� received all necessary approvals fram the City and other authorities to implement this Agreement and to permit Developer ta construct, use and maintain the Improvements as contemplated by this Agreement; and (d) The HRA has acquired the MNDOT Parcel on terms satisfactory to the H RA. (e) The HRA is not the subject of any invaluntary COUC� ar administrative proceeding seeking to enjoin or otherwise prevent the HRA fram taking any action under this Agreement. In the event any af the above conditions are not met then, in that event, the HRA shall pravide Deveioper with a reasonable opportunity to cure or meet such conditions and upon said cure the HRA shall be obligated to fully perform under this Agreement. 14 The Parties agree that the failure of the Closing to occur due ta any of the above reasons shall not constitute an event of default by the HRA. Section 6.3 HRA's Qption to Terminate. {a) This Agr�ement may be terminated by the HRA by written notice to Develaper if the HRA is in complianee with al! material terms of this Agreement and Closing has not occurred by August 31, 2014. Termination of this Agreem�nt pursuant to this Section 6.3 shall nvt affect the rights of the HRA to institute any action, claim or demand for damages suffered as a result of breach or default of the terms of this Agreement by Developer, or the HRA's rights under Sectians 4.4, 4.5 or 8.2. ARTICLE VII Mortaa e Financing Seetion 7.1 �proval of Mortqaqe. Any Firsf Mortgage on the Development Property prior to issuance of the Certificate of Completion shall require the prior written approval of the HRA's Director. Developer may reply upon any approval granted hereunder by the HRA's Director without additional action by the HRA. Approval shall not be unreasonably withheld ar delayed, and shall be given if: (a) the HRA's Director first receives a copy of all mortgage documents; and (b) the HRA's Director determines that the terms of the First Mortgage conform and are subject to the terms of this Agreement, except ta the extent the HRA agrees to subordinate its interest to the terms of the First Mortgage. The Holder of the First Mortgage (or any nominee or agent controlled by the Holder) shall not be obligated to undertake or continue constructian or comp4etion of the Improvements while in possession of the Development Property pursuant ta the foreclosure, or conveyance by Developer to the Holder in lieu of foreclosure, except upon express assumptian of such obligation as provided in Section 7.3, pravided that nothing in this Section or in any other section of this Agreement shall be deemed or construed to permit any Holder to devote the Development Property or any partion thereof to any use, or to construct any improvement, other than those uses or improvements permitted by this Agreement. Further, any party who obtains any interest in all or any portion of the Development Property from or through any Holder, except for any nominee or agent controlled by the Holder, whether through foreclosure sale or otherwise, shall be strictly subject to the terms and conditions of this Agreement, as such as binding on Developer, and such party shall not be entitled to any additianal rights or privileges granted a Molder hereunder. Section 7.2. Notice of Default� Co�y to Mortgaqee. Whenever the HRA shall deliver any notice or demand to Developer with respect to any breach or default by 15 Developer in its obligations or covenants under this Agreement, the HRA shall at the same time forward a copy of such notice or demand to each known Holder af any First Martgage at the last address of such Holder shown in the records of the HRA. Section 7.3. Mortqaaee's O�tion to Cure Defaults. After any breach or default referred to in Section 7.2 hereof, each such Holder shall (insofar as the rights af the HRA are concerned and subject to any rights of the Martgagor under such Mortgage) have the right, at its option, for a period of 90 days after notice of such default pursuant to Section 7.2 hereof, to cure or remedy such breach or d�fault and to add the cost thereof to the Mortgage debt and the lien of its Mortgage. If a default is not susceptibls of cure within such 90-day period, the Holder shall have such period of time as is necessary ta cure such default provided the Holder promptly commences the cure and thereafter proceeds to cure such default as soon as reasonably possible and provided such failure to cure within 90 days does not jeopardize the purposes of the Agreement or the Plan, However, if the breach or default is with respect to canstruction of the Improvements, nothing contained in this Section or any other Section of this Agreement shall be deemed to permit or authorize such Holder, either before or after foreclosure or actian in lieu thereof, ta undertake or continue the construction or completion af the Improvements (beyond the extent necessary to conserve or pratect Improvements or construction afready made) for more than 90 days after the Holder has received notice of such default pursuant to Section 7.2 hereof, without first having expressly assumed the Qbligation to the HRA, by written agreement reasonably satisfactory to the HRA, to camplete, in the manner provided in this Agreement and in confarmance with the Revelopment Plans, the Improvements. If the Halder enters intQ an agreement assuming the obligations of Developer under the Agreement, such agreement shall pravide that all obligations of the Nolder thereunder shall terminate at such time as the Holder assigns the Agreement in accordance with the provisions of Section 8.1 of the Agreement or in accordance with the following paragraph. Any Holder who shall properly complete the Improvements shall be entitled, upon written request made to the HRA, to a certification by the HRA to such effect in the manner provided in Section 4.3 pf this Agreement. In addition to the assignments permitted pursuant ta Section 8.1 of the Agreement, if the Holder of a First Mortgage acquires the interest of Developer under the terms of the Agreement, the Holder shall be permitted to assign its interest in the Agreement with the consent af HRA, which consent shall nat be unreasonably withheld ar delayed. In exercising its judgment as to whether or not to grant such consent, th� HRA shall take into account only the financial condition and experience of the proposed assignee and its capacity to perform the obligations remaining to be performed under the Agreement at the time of such assignment. In addition, the Holder may assign its interest at any time with4ut the consent of the HRA to a person with a verifiable net worth in excess of $5,000,000. Any such assignee shall agree in writing with the HRA, far itself and its successors and assigns, to be bound by the terms and conditions of the Agreement, the Deed, and the Plan, and not to transfer, mortgage or otherwise convey any portion of the Development Property except as permitted in the Agreement. 16 Section 7.4. HRA's Option to Cure Default on First Mortqaae. Any First Mortgage executed by Developer with respect to the Development Property, or any improvements thereon, shall provide that, in the event that Developer is in default thereunder, the mortgagee, within ten (10) days after it has declared or given n4tice ta Developer of a default, shall notify the HRA in writing of: (a) the fact of the default; (b) the elements of the default; and (c) the actians required to cure the default The HRA shall have the right to cure any such default which occurs prior to issuance of the Certificate of Completion. The HRA shall have a periad of 35 days after notice from a Holder to effect a cure, provided that the HRA gives Developer advance written notice of its intent to cure. In the event of such cure prior to the issuance of the Certificate of Completion, the HRA shall thereupon be entitled, in addition to and without limitation upon any other rights or remedies to which it may be entitled, ta reimbursement from Develaper or any successor or assignee of any costs and expenses incurred by the HRA in curing such default. Interest shall accru� on any amounts due the HRA under this paragraph at the reference rate of interest then in effect at U.S, Bank Minneapolis, N.A. until such amounts are paid, and such amounts shall result in the creation af a lien on the Development Property in favor of the HRA, subordinate to the lien of any First Mortgage. ARTICLE VIII Restrictions on Transfer: Indemnification Section 8.1 Restrictions on Transfer. Until the Certificate of Gampletion has been issued by the HRA, this Agreement and Developer's interest in the Development Praperty may not be sold, transferred or assigned by Developer withaut the prior written consent of the HRA, which consent may be granted or withheid by the HRA in its sole discretion, pravided, hawever, that Devefoper may transfer the D�velopment Property to an entity wholly-awned by peveloper if Developer remains jointly and severally liable with the transferee under this Agreement. In addition, the Developer may, with the prior written consent of the HRA Director, which consent shall not be unreasonably withheld, conditioned or delayed, tr�nsfer the Development Property to an entity awned in whole or in part by a component developer provided that such component developer: a) Takes the property subject to this Agreement; b) In the sole discretion of the HRA Director, it is determined to be financially able to perfarm its obligations under this Agreement and has a minimum $5 million net warth; and 17 c) Developer is not released from its obligations under this Agreement. The Parties agree that the terms and conditions hereof run with the land and, unless and until terminated by the terms of this Agreement, shall be binding upon their successors and assigns. Section 8.2 Indemnification. Developer hereby agrees to indemnify, defend and hold harmless the HRA, and its officials, officers, employees and agents, against any and all claims, demands, lawsuits, judgments, damages, penalties, costs and expenses, including reasonable attorneys' fees, arisi�g out of any wrongful actions or omissians by Developer, its employees and agents, in connection with the Project, except to the extent of any bad faith, gross negligence or intentional misconduct by the HRA or other person seeking indemnification. This provision shall cantinue after the termination of this Agreement. ARTICLE IX Events of Default Section 9.1 Events of Default Qefined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: (a) Failure by Developer to pay the Purchase Price or otherwise perform its obligations on the Closing Date. (b) After the Closing Date, and until the Certificate of Completion has been issued, failure by Developer to timely pay all real property taxes, assessments or other charges assessed with respect to the Develapment Property. (c) Subject to Unavoidable Delays, and extensions agreed to by the Parties, failure by I�eveloper to commence and complete construction of the Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, (d) Until the Certificate af Completion has been issued, failure by Developer to observe or perform any material covenant, condition, obliga#ian or agreement on its part to be obsenied or performed under this Agreement. (e) Until the Certificate of Completion has been issued, filing by Developer in any court, pursuant to any federal or State statute, af a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a portion af Deueloper's property, or an assignment by Developer for the benefit of creditors, 18 (f} Untii the Certificate of Completion has been issued, filing against Developer in any court, pursuant to any federal or State statute, of a petition in bankruptcy or insolvency, or for reorganization, or for appointment of a receiver ar trustee of all or a portion of Developer's properties, if such proceeding is not dismissed within 90 days after commencement thereof. � (g) Until the Certificate of Completion has been issued, commencement by the Halder of any First Mortgage of foreclosure in the event of a default in any of the terms or conditions of the First Mortgage. (h) Until the Certificate of Completion has been issued, any merger, consolidation, liquidation, reorganization or transfer of all or substantially all of Developer's assets, unless Developer is the surviving entity in a merger. Section 9.2 Remedies on Default. Whenever any Event of Default occurs, the HRA, subject to any rights of the Holder of a First Mortgage which has been approved by the HRA pursuant to Section 7.1 of this Agreement; may take any one or more of the following actions (but only if the HRA is not then in default and only after provisian of 60 days' written notice to Developer which sets forth the nature af the default to Developer in the case of an Event of Default under Section 9.1(a), (b), (c), or (d), and then onfy if such an Event of Default has not been cured within said 60 days or, if such an Event of Default cannot be cured within 60 days, Developer daes not provide assurances to the HRA reasanably satisfactory to the HRA that such an Event of Default will be cured as soon as reasonably possible and that it will not jeopardize the purpases of this Agreement and of the Plan): (a) The HRA may suspend its performance under this Agreement until it receives assurances firom Developer, deemed adequate by the HRA, that Developer will cure its default and cantinus its performance under this Agreement. (b) If the Event of Default occurs prior ta the C{asing Date, and the Developer or the First Mortgagee does not cure, the HRA may cancel and rescind this Agreement. (c) The HRA may initiate such action, including legal or administrative action, as is necessary for the HRA to secure performance of any provisian of this Agreement or recover any amounts due under this Agreement from Developer or under any escrow, letter of credit or ather security provided by Developer. (d) Sue for damages, including delinquent taxes levied against the Development Property, provided that any damages shalt be reduced to the extent of any amount recavered by the HRA under any security provided by Developer. 19 Sectian 9.3 No Remedv Exclusive. No remedy herein conferred upon or reserved to the HRA is intended to be exclusive of any other auailable remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shal) impair any such right or power ar shall be construed to be a waiver thereof, but any such right and power may be exercised fram time to time and as often as may be deemed expedient. Sectian 9.4 No Additional Waiver Implied bv One Waiver, In the event any agreement contained in this Agresment should be breached by any Party and thereafter waived by any other Party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any ather concurrent, previous or subsequent breach hereunder, ARTICLE X Additional Provisions S�ction 10.1 Equal Emplovment Opportunitv. Developer agrees that during the construction of the Project neither it nor any of the contractors will unlawfully discriminate against any employee or applicant for emplayment because of race, color, religion, sex, age, national origin, or political affiliation. Section 10.2 Not for Speculation, Developer's purchase of the Development Property, and its undertakings pursuant to this Agreement, are and will be used for the sole and express purpose of redevelopment of the Development Property and nat for speculation in land holdings, Section 10.3 Titles of Articles and Sections. Any titles of the several parts, � Articles and Sections of this Agreement are inserted for canvenience of reference only and shall be disregarded in construing or interpreting any of its pravisions. Section 10.4 Notices and Demands. Except as otherwise expressly pravided in this Agreement, a natice, demand or other communication under fihe Agreement by either party to the other shall be sufficiently given or delivered if it is in writing dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and, (a) in the case of Developer, is addressed to or delivered personally to Develaper at: Global One Golden Valley, LLC C/O Global One Commercial 80 Svuth Eighth Street, Suite 900 Minneapolis MN 55402 20 Attention: Mark C. Globus with copies to: Charles D. Wilson 601 Carlson Parkway, Suite 1050 Minnetonka MN 55305 (b) in the case of the HRA, is addressed to or delivered personally to the HRA to Housing and Redevelopment Authority In and For the City of Golden Valley: 7800 Golden Valley Road Golden Valley, Minnesota 55427 Attention: Director with copies to: Allen D. Barnard Best & Flanagan LLP 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 or at such other address with respect to either such Party as that Party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.5 Counterparts, This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 1q.6 Modification. If the HRA is requested by the Holder of a First Mortgage ar by a prospective Holder of a prospective First Mortgage to amend or supplement this Agreement, or to subordinate its interest therein, the HRA will, in good faith, consider the request with a view to granting the same, provided that such request is consistent with the terms and conditions of the Plan. Section 10.7 Interpretation and Amendment, This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. This Agreement constitutes the entire agreement of the Parties on the subjeet matter hereof, superseding any prior aral or written agreements. This Agreement can be modified only by a writing signed by both Parties. Section 10.8 Severabilitv. In the event any provision af this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof. 21 Section 10.9 Duratian. This Agreement shall be effective as of the date herevf and shall continue in full force and effect until issuance of the Certificate of Completion, except for those provisions which are clearly intended by their terms to survive termination, This Agreement shall survive the Closing Date and the HRA's delivery af any Deed ta Developer. Section 10.10 Binding Effect. Subject to the provisions of Article V111, this Agreement is binding upon, and shall inure to the benefit of, the successors and permitted assigns of the Parties. Section 10.11 Con__�____sents. Any consent ar approval required of a Party under this Agreement shall not be unreasonably withheld, conditioned or delayed. Section 10.12 Certificates. Upon reasonable request from time to time, the HRA shall execute and deliver written certificates to parties designated by Developer concerning whether this Agreement is in effect, whether any defaults exist under this Agreement and other similar matters. Section 10.13 No Additional Waiver Implied by One Waiver. In the event any term contained in this Agreement should be breached by any Party and thereafter waived by any other Party, such waiver shall be limited to the particular breach so waived and sha.11 not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE XI 7ermination of Aqreement b�Developer Section 11.1 Developer's Options to Terminate, In addition to any other rights to terminate contained in this Agresment, this Agreement may be terminated by Developer by wri#ten natice to the HRA if Developer is in comptiance with all material terms af this Agreement and na Event of Default by Developer is then existing; and (a) Subject to Section 6:2, the HRA fails to comply with any material term of this Agreement, and, after written notice by Developer of such failure, the HRA has failed to cure such non-compliance within 60 days of receipt of such notice, or, if such non-compliance cannot reasonably be cured by the HRA within 60 days, the HRA has not, within 60 days of receipt of such notice, provided assurances, reasonably satisfactory to Developer, that such non-campliance will be cured as soon as reasonably possible; (b) Closing has not pccurred by July 31, 2014, unless extended by the Parties; 22 (c) Subject to Sections 2.2(fl and 3.2, if Developer does not receive prior to the Closing Date all approvals and consents from governmental authorities which are reasonably required for construction and use of the Improvements; (d) Subject to Section 3.1, if Developer reasonably determines that complstion of the Project is not feasible due to title defects; or (e) Subject ta Section 3.3, if Developer determines that constructian of the Improvements is nat feasible due to the environmental or geotechniGal condition of the Development Property, (fi� Subject to the HRA securing an agreement to purchase the MNDOT Parcel from MNDOT at the Purchase Price of $1,600,000 or less. In the event of a default by the HRA prior to the Closing Date which is caused by the HRA's failure to pay any amount which it is required to pay under this Agreement, Developer, in lieu of terminating this Agreement, may pay such amount on behalf of the HRA and reduce the Purchase Price. Section 11,2 Effect of Termination. Except as pravided in Sections 4.4, 4.5 and 8.2, if this Agreement is terminated pursuant to this Article XI, this Agreement shall be from such date forward null and void and of no further effect; provided, however, that termination of this Agreement pursuant to this Article XI shall not affect the rights of Developer to institute any actian, claim or demand for damages suffered as a result of breach or default of the terms af this Agreement by the HRA. Section 11,3 Developer's Remedies on Default by HRA. fn the event of a default by the HRA priar ta the Closing Date, Developer may. (a) cancel and rescind this Agreement and be entitled to immediate return of all Deposit monies paid; (b) initiate such action, including legal or administrative action, as it deems necessary for Developer to secure performance of any provision of this Agreement or recover any amounts for any damages suffered by Developer as a result of said Default. Section 11,4 No Remedy Exclusive. No remedy herein conferred upon or reserved to the Develaper is intended to be exclusive of any other available remedy ar 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 statu#e. No delay or omission to exercise any right or power accruing upan any default shall impair any such right or power or shall be canstrued to be a waiver thereof, but any such right and power may be exercised from time to time arrd as often as may be deemed expedient. 23 [REMAiNDER OF PAGE LEFT lNTENTIQNALLY BLANK; SIGNATURE PAGE FOLLOWS] 24 IN WITNESS WHEREOF, the HRA has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and Developer has caused this Agreement ta be duly exeeuted in its name and behalf, on or as of the date first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY sy: its: And Its; GLOBAL ONE GOLDEN VALLEY, LLC By: its: STATE OF MINNESOTA ) ) ss, COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day af , , by Paula Pentel, Chair, and Thomas D. Burt, Director, of THE HOUSING AND REDEVELOPMENT AUTHORITY IN RND FOR THE ClTY OF GOLDEN VALLEY, on behalf af the organization. Notary Public 25 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , , by , of GLOBAL ONE GOLDEN VALLEY, LLC, a Minnesota limited liability company, on behalf of the company, Notary Public DRAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 26 EXHIBIT A MAP OF MNDOT PARCEL (Legal to be provided later) _ �//' %�� o o��\ o �4 �° `� �. \ l �' {� o I z ��- <<a�,� —� o,.� . `��,�, � , , , , '� �"� g -�...-�` 1' �% ', ° i . _ --� �� ` ; L L, / �,�� ...:�} --...\ �Ot , i— / � p �, 1 �.-.!'t ��.� �- \ D p�� a o�,,,��,� �, \ �c , , 1 \ ; i �� ; I � r o ' �r i ;�- �., ' ' f � �p� t ._/ja�� I o � �,� � L.. o e x .'� Q / "-!t .' `; IJ o « ,� � �.. � r. � �_� � y. G 1� � �`y �,i�� I , ai �� . . . 1 �`� I w E— � T� 0 : �, (� � \ � � � � <T �y �. � � �o oI ' �pl p L� .—, °n W � � ' I , , i ; ,� �o �i (� �-� U t�J � P � Q � Q Q � � .e � � �•;i(� �1 ' II ' � � 6'i � �� O W �� 'i._,' . � � � � I � !� N Cn '"� g � / 1� ,�� ,, � �' 9 i t � Q- z '} <`� a y ° I Q' L1� Q` j �' _/ ;_ ._�". ..,,.._.? d i• G- T Q ', .... � — � - ...... ... _ _� ^� k 4 �°� I CI "� �' � � �, * � O ¢ � ' p IJ � �{_` tI Q p I ~� �� . � � I I .5. � I) I � p i i ' � o � ��'% ! u I °�c � � �� I � e� � -- I � �� _�� ' i� 1�_� � a •°01� � �o— x— � a I 0 ._ i i �� ir.. � � { � � / I � p � � , -"� a . � y � �: , i , � . ; =m O O J N�O � ` I ti O M M O Ul ' I �� :I. �' r�` ]1� �N O�IO O.P. ��I�I/�' '�: •) �i._......3"_... 1� l I N N��O 0��.� y� ��1 �i.r-- -- �t --- Q�-m r M Yt O J `)� - $.5 1 -� I Q �' 0� /'%/' '_~- j\ �f1�1 ` � Q �- innm�a�'i�+°�i �Y//�� \ � � � � 4 M n O�W O+ti �Q•' II II • � I! � ` I w W^"��1 C l O O n I � I I �i 1 I I Z a..vt�. � � � � � � u°o� Ixl � � �y � l a � c, I pl �I �i ' I � ,> ° ,°�, I'�I II II � qr- j �t i -1 ,z � a � o0O1N�NN °� Ii II _/ � . � O I �_`��o�� q u tt � i b a xi � q o , � � 4 M P � "� * I! li � �� o «� II II '+� 1 � ., I�LI LL.M aD'O�<O.-� *-1 II (� J II� I f � � •T R'R'2 0.'•[C 0' � Q I � 1 � �� } I � '/ I � �� b��` � � � j ol �I I� � 1�� i , � 1 � d II I� �----�-=—`= ' , �.l I I q ' ii i� ��+�„ �. . �i� �9d---- � � I t�.. �� I I� . � .J �s�.3 � I a I � � A-1 EXHIBIT B LEGAL DESCRIPTION FOR ADJACENT PARCEL l.ots 5 and 19, and The South 9.75 feet of Lot 9, The South 15 feet of Lot 7, The South 15 feet af Lot 6, That part of Lot 13, lying Southwesterly of a line drawn 9.75 feet Northeasterly af and parallel with the Southwesterly line of said lot, all in Block 2, "Spring Gre�n South", Hennepin County, Minnesota. Subject to easements and memorials of record. Reflected on Certificate of Title Number 1334024. B-1 EXHIBIT C CERTIFICATE OF COMPLETION THE HQUSING AND REDEVELOPMENT AUTHORITY IN ANQ FOR TNE CITY QF GOLDEN VALLEY, a pubiic body corporate (the °HRA"), and GLOBAL ONE GOL.DEN VA�.LEY, LLC a Minnesota limited liability company ("Developer"), previously entered into the Global One Golden Valley, LLC Private Development Agreement (the "Agreement"), recorded in the Office of the County Recorder in and for the County of Hennepin and State of Minnesota, as Document Number , for the following described property: It is hereby certified that all of the covenants in the Agreement with respect to (lot or building) have been duly and fully performed by Developer as af the date hereaf and that the rights and remedies of the HRA for breach of such covenants with respect to (lot ar building) are hereby released absolutely and forever insofar as they apply to the property described above. The County Recorder in and for the County of Hennepin and State of Minnesota is hereby authorized to accept for recording and to record the filing of this instrument, This instrument shall be conclusive determination of the satisfactory termination af the Agreement with respect only to such lot or building. THE HOUSING AND REDEVELQPMENT AUTHORITY IN ANQ FOR THE CITY OF GOLDEN VALLEY By: Its; And: Its: C-1 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , by Paula Pentel and Thomas D. Burt, respectively the Chair and Director of The Housing and Redevelopment Authority in and for the City of Golden Valley, on behalf of the Authority. Notary Public THIS INSTRUMENT WAS �RAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 C-2 EXHIBIT D PRELIMINARY PLANS _�.._,...�_. ..� _�._.s.F�... .�_..._..,..Y . ^y� . ` � W��,� � I YG� �. � �� r"_^,._./ . � ;�C� : . \ �v�1 __ _� ' r��. ` , I ' � � � \ � � . _� ' f''.,.Y� y'. \ �� ^ / './`\ �` I y ` `1 �I II �Q � �O , r ��k. '�� P CV �� ' �� '��' ' `� l � � � �� N� �ao � • ,�" .��-.. ' , ; I � �� 'l � .� .-� �: t, , � I � � � � � �+ / � � �� R ` � g� , I i � � � � , / w!' . ; � 1 / � '�1 � s %` ; ; � \ '" � � ��. ''� ` I $��R� �3�� ' / ! `"�`'I t( '� ��) _. .� a %'9 � I �a � � / � "��j � �.��'�� 1�� I I O E . ` '_!_' �� ! m , I /`` " . � � I h P O�N IJ � / �`e I � ;�rj'\�a. I ` � tlq— � � �I 1 , �-� � � L-' � ; i � ;� , , . 1 �, , `,1 � � � , j ` I�; � _ a � � w �� -- -� � � �- � � � ��' � ,, �� , �--:� � � � � - � , ► ; � � , H � ' � .�� ' ' � � '� � � ' , . _ � � � §; � � � � _ _ _ c - i �I$��,� I :6= �� ' i � � I � � � � g �� ' � - -I �- � � � L!_ - - � ��_ �'�µi= - ,� �----- � - �, .� - -_ _ - - ,= -�- -, � , � I � � �� r' ++..��'' .. ' � i .s y I II �Oy'� � � �.tr-R�-,_.�.[� ' ;fCi Jd'�' ' /�� '�.. Ii1 � } 4�� }„ I� Z. � � I , ' f � � � � I ' ! -- .-- —t� � , �� ; � g�� ' � ,� ,� , ; � . -.� a 4 . � �, � `� Z ��I��'' , ~�� I ` � � I'�<i , i`,,�.fi.� _ �.. _._...�� :i � II� + Q� g �� `=t '- �� ... •i; l- - C - - - � � 1 � A� _��y.`g-.,-;t"�"?,�„� � � I I � � t � ; � ��;�r��t'�� t �� ; � :� � � E-� �� M:'�^. � � � �.��1�� ! � �'i �E � � �� • �� `� , t,,, � , i � , � � ;> � , � �. � �� i � ;b ' ,I 1-H-�-h ,, �,�,�, � � �.., �� . � � 1 � ' i1�� , ; . � � ' 1 � � ' � I� J , � 11 � CI 1 , r, � Q , � � ' a I � � � 1 ,� WV ` � ' ` ' � v i � IM � � Z� '� '�' I � o w � �^� � ; ��i ;; , ; � �� ,� � I G-N-I+H-H , , I, , . � - ; ;� �� . , � mo ! 11�W1�1 � _ _.�;.y'�' � i `� ' � �U , . . - - - "� � , I c� «�..�.�.�... D_� � � � — I i EXHIBIT E PETITION FOR PUBLIC IMPROVEMENTS AND WAIVER OF OBJECTIONS THERETO Global One Galden Valley, LLC, a Minnesota limited liability campany, with its principal office at C/O Global One Commercial, 80 South Eighth Street, Suite 900, Minneapolis, MN 55402 ("Developer") hereby petitions the City of Golden Valley ta undertake the public improvements necessary for its two apartment buildings project on the land described on Exhibit A. The public improvements include, but are not limited to: Develaper is petitioning the City to undertake such public improvements so that it can develvp twa apartment buildings on the subject property in accordance with the Global Qne Golden Valley, LLC Private Development Agreement between the Housing and Redevelopment Authority in and for the City of Golden Valley and Developer. Developer hereby waives any objection it may have to the assessments for such public improvements and waives any rights it may have to appeal from the assessments by the City for such public improvements. peveloper agrees that the speciaf assessments for such public improuements shall be allacated ta each of the parcels ar units in the area including the Development Property on a reasonable basis to be determined by the City in the exercise of its sole discretion and that the allocable portion of the assessment for each unit ar parcel shall be paid in full at the time such units or parcels are sold, gifted or otherwise transferred by Developer to an owner occupant or otherwise paid aver a period of time at an interest rate, all to be determined by the City in its sole discretion, provided, however, that if such transfer, sale or gift is before issuance of a Certificate of Completion and is to an entity qualified under Section 8.1 hereof, it may continue payment of such special assessments under the terms enjoyed by Developer. �-1 GLOBAL ONE GOLDEN VALLEY, LLC a Minnesota limited liability company By: Its: STATE OF MINNESQTA ) � SS. CC?UNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , , by , of GLOBAL ON� GOLDEN VALL.EY, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4Q00 Minneapolis, Minnesota 55402-4690 E-2 EXHIBIT F Quit Claim Deed Corporation or Partnership to Corporation or Parmership or Limited Lisbility Company or Parmership STATE DBED TAX DUE HEREON: $ 1.70 Date: ,2005 FOR VALUABLE CONSIDERATION, THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate created pursuant to Minnesota Statutes, Section 469.001 et seg. ("Grantar"), hereby conveys and quitclaims to GLOBAL ONE GOLDEN VALLEY, LLC a Minnesota limited liabifity company ("Grantee"), real praperty in Mennepin County, Minnesota, described on Exhibit A attached hereto (the "Property"), together with all hereditaments and appurtenances belonging thereto. ' This Deed is givsn for the purpose of releasing any and all interest of the Grantor in the property including, but not limited to all easements granted to the Grantor or dedicated for the benefit of the Grantor located within the Property. The consideration for the transfer of this Property is less than$500.00. THE MOUSING AND REDEVELOPMENT AUTHORITY IN AND FpR THE CITY OF GOLDEN VALLEY By: Paula Pentel Its Chair By: Thomas D. Burt Its Director F-1 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 20_, by Paula Pentel and Thomas D. Burt, respectively the Chair and Director of The Housing and Redevelopment Authority in and for the Gity of Golden Valley, on behalf of the Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Best & Flanagan �LP (ADB) 225 South Si�h Street, Suite 4000 Minneapolis, Minnesota 55402-4690 THIS INSTRUM6NT WAS DRAFTED BY: Tax Statements for the real prpperty Best&Flanagan LL,P(ADB) described in this instrument should be sent 225 South Sixth Street,suite ao00 to (include name and address of Grantee): Minneapolis, MN 55402-4331 (612)339-7121 F-2 EXHIBIT A 011800/311001l1384695 4 F-2 C1�.�t �� Housing and Redevel.opment Authority 763-593-8Q02/763-593-8109(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting April 10, 2012 Agenda Item 8. Review of Tax Increment Financing Policy Prepared By Jeanne Andre, Assistant Director, Housing and Redevelopment Authority Summary In 2003 the Housing and Redevelopment Authority (HRA) adopted a policy and procedure related to Tax Increment Financing. At the time of its adoption, the HRA requested an annual reuiew of the policy to see if it should be continued or revised. Attached is the current version of the policy, which was last changed in 2006. In keeping with the HRA request for annual review the current policy is presented for consideration by the HRA. Staff has no recommended changes to the poliey in 2012. There were no recommended changes to the policy in 2011. In 2009 the Council requested changes to the application form, but not the policy. In 2008 staff recommended changes in �he fee structure to provide for an initial fee of$10,000 with an open-ended supplemental applicatian fee, paid in increments af$5000, which the Commissioners approved. Staff recommends continuing this fee structure. Attachments • Tax Increment Financing Policy as adopted by Resolution 06-03, April 11, 2006, with application and fee changes (3 pages) Recommended Action Determine if changes to Tax Increment Financing Policy as adopted by Resolution 06-03, should be considered by the HRA at its July, 2012 Meeting and direct staff as to the nature of the desired changes. If no changes are recommended, a motion to affirm the existing Tax Increment Financing Palicy as set forth in Resalution 06-03 is in order. GOLDEN YALLEY HOUSING AND REDEVELOPMENT AUTHORITY GOLDEN VALLEY, MINNESOTA TAX INCREMENT FINANCING POLICY REVISED: April 11, 2006 I. POLICY PURPOSE For the purposes of this document, the term "HRA" shall include the Go/den Valley Housing and Redevelopment Authority. The purpose of this policy is to establish the position of the Golden Valley HRA relating to the use of Tax Increment Financing (TIF) for private development above and beyond the requirements and limitations set forth by State Law. This policy shall be used as a guide in the processing and review of applications requesting tax increment assistance. The fundamental purpose of tax increment financing in Golden Valley is to encourage desirable development or redevelopment that would not otherwise occur but forthe assistance provided through TIF. Regardless of authorized expenditures under the law, it is the intent of the HRA to provide the minimum amount of TIF at the shortest term required for the project to proceed. The HRA reserves the right to approve or reject projects on a case by case basis, taking into consideratian established policies, project criteria, and demand an city services in relation to the potential benefits from the project. Meeting policy criteria does not guarantee the award of TIF to the praject. Approval or denial af one project is not intended to set precedent for approval or denial of another project. II. OBJECTIVES OF TAX INCREMENT FINANCING As a matter of adopted policy, the HRA will consider using TiF to assist private development projects to achieve one or more of the following objectives: A. To retain local jobs and/or increase the number and diversity of jobs that offer stable employment and/ar livable wages and benefits. B. To encourage additional unsubsidized private development in the area, either directly or indirectly through "spin off" development. C. To facilitate the development process and to achieve development on sites which would not be developed without TIF assistance. -1- D. To remove blight and/or encourage redevelopment of commercial and industrial areas in the city that result in high quality redevelopment and private reinvestment. E. To offset increased costs of redevelopment (i.e. contaminated site clean up) over and above the costs normally incurred in development. F. To create opportunities for affordable housing. G. To contribute to the implementation of other public policies, as adopted by the city from time to time, such as the promotion of quality urban or architectural design, energy conservation, and decreasing capital and/or operating costs of local government H. Foster sustainable development and work ta establish a balance between urban and natural systems. Encourage the application of green building and infrastructure techniques. Examples include law-impact development that maintains the natural functions af the land, reduces storm water runoff and fosters resource conservation and the use of renewable systems in new construction. III. POLICIES FOR THE USE OF TAX INCREMENT FINANCING A. The priority for the use of TIF funds is: 1. Public improvements, legal, administrative, and engineering costs. 2. Site preparation, site improvement, land purchase, soil correction, environmental remediation and demolition. 3. Capitalized interest, bonding costs. B. TIF assistance will be pravided to the developer upon receipt of the increment by the City, otherwise referred to as the pay-as-yau-go method. Requests for up front financing will be considered on a case by case basis. C. A maximum of ten percent (10%) of any tax increment received from the district shall be retained by the Gity to reimburse administrative costs. , D. Any developer receiving TIF assistance shall provide an equity investment in the project. E. TIF will be used to purchase land and/or property anly at fair market value. F. TIF shall not be used for projects that would place extraordinary demands on city services or for projects that would generate significant environmental impacts. -2- G. The developer must provide adequate financial guarantees to ensure campletion of the project, including, but nat limited to: assessment agreements, letters of credit, personal guaranties, escrow deposits, etc. H The developer shall adequately demonstrate, to the City's sole satisfaction, an ability to complete the proposed project based on past development experience, general reputation, and credit history, among other factors, including the size and scope of the proposed project. I. For the purposes of underwriting the propasal, the developer shall provide any requested market, financial, environmental, or other data requested by the City or its consultants. IV. SUBSIDY AGREEMENT & REPORTING REQUlREMENTS All developers/businesses receiving tax increment financing assistance from the Golden Valley HRA shall be subject to the provisions and requirements set fiorth by state statute 116J.993 and summarized below. A. All developers/businesses receiving TIF assistance shall enter into a subsidy agreement with the Golden Valley HRA that identifies: the reason for the subsidy, the public purpose served by the subsidy, and the goals for the subsidy, as well as other criteria set forth by statute 116J.993. B. The developer/business shall file a report annually for two years after the date the benefit is received or until all goals set forth in the application and performance agreement have been meet, whichever is later. Reports shall be completed using the format drafted by the State of Minnesota and shall be filed with the Golden Valley HRA no later than March 1 of each year for the previous calendar year. Businesses fulfilling job creation requirements must file a report ta that effect with the city within 30 days of ineeting the requirements. C. The developer/business owner shall maintain and operate its facility at the site where TIF assistance is used until the end of the TIF District. D. Developers / Businesses failing to comply with the above provisions wil! be subject to fines, repayment requirements, and be deemed ineligible by the State of Minnesata to receive any loans ar grants from public entities for a period of five years. -3-