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92-03 HRA Resolutions . . . Resolution 92-3 June 2, 1992 Commissioner Johnson introduced the following resolution and moved its adoption: RESOLUTION FOR FINDINGS AND DETERMINATIONS APPROVING SALE OF CERTAIN REAL PROPERTY IN THE MCNAIR MANOR (TO BE EWALD PARK) ADDITION WHEREAS, the Housing and Redevelopment Authority (HRA) in and for the City of Golden Valley, Minnesota acquired Lots 9, 10, 11, 12, 13, 14 and that part of Lot 8 lying North of the South 30 feet thereof, all in Block 3, McNair Manor, Hennepin County, Minnesota, in 1982, with the use of Community Development Block Grant funds to eliminate slums and blight; and WHEREAS, the HRA has worked with Twin Cities Habitat for Humanity, Inc., on the development of this property as four single-family homes for low- and moderate-income families on replatted property to be legally described as Lots 1, 2, 3 and 4, Block 1, Ewald Park Addition; and, WHEREAS, this use is in keeping with development objectives of the HRA and the Golden Valley City Council; and, WHEREAS, the HRA has duly given notice (Exhibit A) of a public hearing on the proposed sale of property as set forth in the "Private Development Agreement - Ewald Homes" attached hereto as Exhibit B (hereinafter the "Subject Property"), pursuant to Minnesota Statutes ~469.029 and has duly held said public hearing; NOW, THEREFORE, BE IT RESOLVED that the HRA does hereby make the following 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 provision of Minnesota Statutes ~469.029; and (2) the use of the Subject Property is in keeping with HRA and City ob- jectives to provide affordable housing to low- and moderate-income families; BE IT FURTHER RESOLVED that: (1) The sale of the Subject Property to the Developer on the terms and conditions set forth in the development agreement attached hereto as Exhibit B is hereby approved; and (2) The Chair of the HRA 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 pro- vided hereby; and . . . Resolution 92-3 - Continued June 2, 1992 (3) The Director of the HRA is hereby authorized and empowered to perform the obligations imposed on the HRA under the private development agreement. ATTEST: The motion n the adoption of the foregoing resolution was seconded by Commissioner akken, and upon a vote being taken thereon, the following voted in favor thereof: Bakken, Johnson, Stockman, Thompson, the following was absent: Russell, and the following voted against the same: none, whereupon said resolu- tion was declared duly passed and adopted, signed by the Chair and his signature attested by the Director. . . . Resolution 92-3 EXHIBIT A June 2 t 1992 City of Golden Valley May 20t 1992 NOTICE OF PUBLIC HEARING (APPROVAL OF SALE OF CERTAIN REAL PROPERTY TO TWIN CITIES HABITAT FOR HUMANITYt INC. FOR DEVELOPMENT OF SINGLE FAMILY HOMES FOR LOWER INCOME FAMILIES) NOTICE IS HEREBY GIVENt that the Housing and Redevelopment Authority of Golden ValleYt Minnesota will meet in the Golden Valley City Hallt 7800 Golden Valley Roadt on TuesdaYt June 2t 1992t at 4:30 PHt and will then and there consider the sale and terms of sale of the following described tract located southwest of the intersection of Golden Valley Road and Xerxes Avenue in Golden ValleYt Minnesotat to Twin Cities Habitat for HumanitYt Inc.t for development as single- family homes for lower income families pursuant to Minnesota Statutes Section 469.029: Lots 9t lOt 12t 13 and that part of Lot 8 lying North of South 30 feet thereof and that part of Lot 11 lying West of the East 30 feet thereof and Lot 14t Block 3t McNair Manort Hennepin CountYt Minnesota. The proposal is to construct four homes over a two year period. All interested persons may appear in person or by counselt and be heard. If you have any questionst please feel free to contact Mark Grimest Director of Planning and Development at 593-8097. BY THE HOUSING AND REDEVELOPMENT AUTHORITY OF GOLDEN VALLEYt MINNESOTA William S. Joynes Director Allen D. Barnard Attorney for HRA 3500 IDS Center Minneapolist MN 55402 Government Center, 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (612) 593-8000 Fax (612) 593-8109 . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 PRIVATE DEVELOPMENT AGREEMENT--EWALD HOMES THIS AGREEMENT is made and entered into this day of , 1992, by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate established and existing under Minnesota Statutes, section 469.001 et seq., with its principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"), and TWIN CITIES HABITAT FOR HUMANITY, INC., a Minnesota nonprofit corporation with its principal offices at 2720 East 22nd Street, Minneapolis, Minnesota 55406 ("Habitat"). WHEREAS, Habitat has submitted to the HRA a proposal for the acquisition of a parcel consisting of four lots owned by the HRA, as described in attached Exhibit A (the "Development Property"), and the development on each lot of a single family home for sale by Habitat to a low income family (the "Project"); and 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; NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual terms and conditions contained herein, the parties hereby agree to all of the agreements, covenants, terms, conditions, and restrictions set forth below. . . . Resolution 92-3 - Continued EXHIB IT B TABLE OF CONTENTS Article I - Definitions 1.1. Definitions Article II - Representations and Warranties 2.1. Representations and Warranties by the HRA 2.2. Representations and Warranties by Habitat Article III - Title and Other Matters 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. 3.8. Marketable Title Platting, Soil Analysis, and Environmental Analysis Real Estate Taxes and Special Assessments Closing Recording Environmental Approvals Use Condemnation Article IV - Construction of Improvements 4.1. 4.2. 4.3. 4.4. Construction of Improvements Commencement and Completion of Construction certificate of Completion Completion Bond Article V - Insurance 5.1. Insurance Article VI - Undertakinqs of the HRA 6.1. 6.2. 6.3. Undertakings of the HRA Limitations on Financial Undertakings of the HRA HRA to Maintain Existence Article VII - Restrictions on Transfer: Indemnification 7.1. 7.2. Restrictions on Transfer Indemnification -2- June 2, 1992 Page 4 6 6 7 8 8 9 9 9 10 10 10 10 11 12 12 14 14 15 15 15 . . . Resolution 92-3 - Continued EXHIB IT B Article VIII - Events of Default 8.1. 8.2. 8.3 8.4 8.5. 8.6. Events of Default by Habitat Defined Remedies on Default by Habitat Events of Default by the HRA Defined Remedies on Default by the HRA No Remedy Exclusive No Additional Waiver Implied by One Waiver Article IX - Mortqaqe Financinq 9.1. 9.2. 9.3. 9.4. 9.5. Approval of Mortgage Notice of Default; Copy to Mortgagee Mortgagee's Option to Cure Defaults HRA's option to Cure Default on Mortgage Subordinate Liens Article X - Additional provisions 10.1. 10.2. 10.3. 10.4. 10.5. 10.6. 10.7. 10.8. 10.9. 10.10. Equal Employment opportunity Not for Speculation Titles of Articles and Section Notices and Demands Counterparts Interpretation and Amendment Severability Duration Binding Effect Consents Article XI - Termination of Agreement 11. 1. 11.2. Exhibits: A B C D E June 2, 1992 Paqe 16 17 18 18 18 19 19 20 20 20 21 21 21 22 22 22 22 22 23 23 23 Habitat's Option to Terminate 23 Effect of Termination 24 Legal Description and Permitted Encumbrances Certificate of completion Development Plans Limited Warranty Deed Completion Bond -3- Resolution 92-3 - Continued EXHIB IT B June 2, 1992 ARTICLE I . Definitions section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Private Development Agreement by and between The Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota and Twin cities Habitat for Humanity, Inc., a Minnesota nonprofit corporation, as the same may be from time to time modified, amended or supplemented. "Articles and sections" mentioned by number only are the respective Articles and sections of this Agreement so numbered. "Certificate of Completion" means the certification, in the form of the certificate contained in Exhibit B attached to and made a part of this Agreement, provided to Habitat or its successors or assigns pursuant to section 4.3 of this Agreement upon satisfactory completion of the Improvements. A separate Certificate of Completion shall be issued for each lot in the Development Property. "City" means the City of Golden Valley, Minnesota. . "Closinq Date" means the date upon which the HRA (hereinafter defined) conveys the Development Property to Habitat, which shall be not later than June 30, 1992, time being of the essence. "County" means the County of Hennepin, Minnesota. "Development Plans" means the plans, specifications, drawings, and related documents for the first two of the four single family homes to be constructed by Habitat on the Development Property. Such plans shall include, at a minimum, for each building or other structure to be constructed on the Development Property, at least the following: (i) site plan; (ii) floor plan for each floor; (iii) elevations (all sides) and exterior materials; and (iY) drainage 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 Habitat. Such plans shall comply with all applicable City requirements. The Development Plans for the first two of the four single family homes to be constructed are attached hereto as Exhibit C. The Development Plans for the second two homes shall be substantially similar in all material respects. "Development Property" means the real property described in . Exhibit A of this Agreement. -4- . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 "Event of Default" means an action by Habitat listed in section 8.1 of this Agreement, or an action by the HRA listed in section 8.3 of this Agreement. "Habitat" means Twin Cities Habitat for Humanity, Inc., a Minnesota nonprofit corporation. "HRA" means The Housing and Redevelopment Authority in and for the City of Golden Valley. "Improvements" means a minimum of four single family homes, plus all other improvements, including fixtures and equipment, to be constructed by Habitat upon the Development Property pursuant to this Agreement, as such improvements are defined in the Development Plans. "Net Proceeds" means any proceeds paid by an insurer to Habitat under a policy or pOlicies of insurance to be provided and maintained by Habitat 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. "Partv" means either the HRA or Habitat. "Parties" means the HRA and Habitat. "Permitted Encumbrances" means the encumbrances described in Exhibit A of this Agreement. I "Project" means the construction and operation of the Improvements by Habitat on the Development Property pursuant to the terms of this Agreement. "Purchase Price" means the sum of ten and no/OO dollars ($10.00) . "state" means the State of Minnesota. "Unavoidable Delays" means actual delays due to events directly affecting the Development Property which are beyond the control of Habitat, inCluding but not limited to labor disputes, unusually severe or prolonged bad weather, acts of God, fire or other casualty, injunctions, acts of government, or other court or administrative orders. -5- . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 ARTICLE II Representations and Warranties section 2.1. Representations and Warranties bv the HRA. The HRA represents and warrants that: (a) The HRA has the power to enter into this Agreement and carry out its obligations 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 enforceable against the HRA according to its terms, subject to laws affecting the rights of creditors generally or principles of equity. (b) The Project constitutes a housing project and a housing development project pursuant to Minnesota statutes, section 469.002. (c) The HRA has examined this Agreement, and has determined that its terms and provisions are in the best interests of the City and its residents. (d) The HRA will cooperate with Habitat to the extent permitted by law in obtaining all required consents and approvals for construction of the Improvements in accordance with this Agreement. The above representations and warranties are true and complete as of the date hereof, shall be true and complete as of the Closing Date, and shall survive the closing Date. Section 2.2. Representations and Warranties bv Habitat. Habitat represents and warrants that: (a) Habitat is a nonprofit corporation duly organized and in good standing under the laws of the state of Minnesota, is not in violation of any provisions in its Articles of Incorporation or Bylaws, as amended, has power and authority to enter into this Agreement and to perform its obligations 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 enforceable against Habitat according to its terms, subject to laws affecting the rights of creditors generally or principles of equity. (b) Habitat will construct the Improvements upon the Development Property in accordance with the terms of this Agreement and all applicable local, state and federal laws and regulations. -6- Resolution 92-3 - Continued EXHIB IT B June 2, 1992 . (c) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented or limited by, or in conflict with or will result in a breach of, the terms, conditions or provisions of Habitat's Articles of Incorporation or Bylaws, as amended, or any indenture, mortgage, agreement or instrument of whatever nature to which Habitat is now a party or by which it is bound, or will constitute a default under any of the foregoing. (d) There are no legal proceedings pending, or known to be threatened or contemplated, to which Habitat is a party, or to which any property of Habitat is subject, which, if determined adversely, would individually or in the aggregate have a material adverse effect on its financial position, or prevent or impair Habitat's ability to perform any covenants or obligations under this Agreement. . (e) Habitat will act in good faith and use its best efforts to obtain all required consents and approvals for construction of the Improvements, and Habitat will comply with all reasonable requirements imposed as conditions for such consents and approvals even if such requirements involve changes to the Development Plans (so long as such changes are not substantial). The above representations and warranties are true and complete as of the date hereof, shall be true and complete as of the closing Date, and shall survive the closing Date. ARTICLE III Title and Other Matters section 3.1. Marketable Title. The HRA agrees, with respect to the Development Property, to furnish to Habitat within ten (10) days after Habitat's execution of this Agreement, a commitment for the issuance of an owner's ALTA policy of title insurance issued by an acceptable title insurance company, showing marketable title in the HRA subject only to the following: . (a) Building, zoning and similar laws and ordinances. (b) Mineral rights reserved to the State of Minnesota. (c) Easements of record which do not interfere with Habitat's proposed development and use of the property. -7- . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 (d) The lien of current real estate taxes, if any. (e) other restrictions, if any, expressly agreed to by Habitat, including those restrictions and reversionary rights contained in this Agreement. The commitment shall include DCC searches; searches for bankruptcies; state and federal judgments; tax and other liens; and for all special assessments, levied, pending and approved by the City, or deferred. The commitment shall include full mechanic's lien coverage, shall delete any exceptions for the rights of parties in possession and survey matters, and shall include copies of all documents referred to therein. The cost and expense of the title commitment and the title policy, based upon the value of the land only, shall be paid by the HRA. Any other title costs or policies shall be paid by Habitat. Habitat shall be allowed fifteen (15) days after receipt of such commitment to make objections thereto, such objections to be made in writing or deemed waived. The HRA shall be permitted ninety (90) days from and after the date of such objections to cure the same and the HRA hereby undertakes to cure such defects. If such title objections cannot be cured within ninety (90) days, or such longer period as is agreed to by Habitat, and Habitat does not waive such objections, then Habitat shall have the right to terminate this Agreement by giving written notice thereof to the HRA. Closing Date shall be delayed during the period necessary for the HRA to cure any title objections. section 3.2. Plattinq, Soil Analysis, and Environmental Analvsis. The HRA shall plat or replat the property where determined necessary by the City, after consultations with Habitat, for the purpose of simplifying future descriptions. The completion of such platting by the HRA shall be a condition of closing. Upon its execution of this Agreement, Habitat, at its expense, may perform a soil analysis or assessment of the environmental condition of the Development Property. Habitat shall have the option of terminating this Agreement within 30 days after its execution if Habitat reasonably determines, based upon the results of any such soil analysis or assessment of the environmental condition, that construction of the Improvements is not practicable due to existing soil conditions or due to the presence of hazardous waste or other environmental contamination or hazards on or within the Development Property. Habitat's right to terminate this Agreement pursuant to this section 3.2 shall lapse if it is not so terminated within such 30-day period. Section 3.3. Real Estate Taxes and Special Assessments. Any real estate taxes due and payable on the Development Property prior to the Closing Date shall be paid by the HRA. The HRA shall pay in full all special assessments against the -8- . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 Development Property which are deferred, levied or pending (approved by the city Council) as of the closing Date. Habitat shall pay all subsequent real estate taxes and installments of special assessments payable therewith, unless Habitat obtains an exemption from property taxes for the Development Property due to Habitat's nonprofit status. Section 3.4 Closinq. Upon tender by Habitat of the Purchase Price for the Development Property on the Closing Date, the HRA shall deliver to Habitat a separate limited warranty deed for each lot in the Development Property (the "Deeds"), in the form attached as Exhibit D. The Deeds shall be subject to the Permitted Encumbrances, 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 Habitat shall mutually agree in writing. The Deeds shall contain a forfeiture clause providing for revesting of title in the HRA upon the occurrence of an Event of Default (as defined in section 8.1 hereof) and expiration of any period to cure such Event of Default provided in Section 8.2 hereof prior to issuance of the certificate of Completion. The Purchase Price shall be due and payable in full on the Closing Date in cash, or by cashier's or certified check. Delivery of the Deeds shall not cause termination of any provisions of this Agreement, except where expressly provided herein. Except as otherwise provided in this Agreement, all costs of the conveyance of the Development Property to Habitat, 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 borne by Habitat, except for the state deed tax which shall be paid by the HRA on the closing Date. The HRA shall not (a) voluntarily take any actions to encumber title, or (b) fail to take any necessary action to prevent encumbrance of title, except with respect to Permitted Encumbrances to the Development Property, between the date hereof and date of delivery of the Deeds to Habitat by the HRA pursuant to this section. Section 3.5 Recording. Habitat shall cause the title insurance company to promptly file the Agreement and the Deeds in the office of the Hennepin county Recorder. Habitat shall pay all costs of recording, except for the State deed tax which shall be paid by the HRA on the Closing Date. Section 3.6. Environmental Approvals. The HRA is aware of no state or federal claim filed or planned to be filed by any party relating to any violation of any local, state or federal environmental law, regulation or review procedure, nor is the HRA aware of any violation of any local, state or federal law, regulation or review procedure which would give any person a valid claim under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), the Minnesota -9- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 . Environmental Rights Act ("MERLA"), or other state or federal environmental statute, or which would subject Habitat to any liability under CERCLA, MERLA, or other state or federal environmental statute. Section 3.7. Use. Habitat shall devote the Development Property only to the uses specified in this Agreement, and there shall be no unlawful discrimination in the use of the Development Property on account of race, color, religion, sex, age, national origin, or political affiliation. . section 3.8. Condemnation. In the event that title to and possession of the Improvements or any material part thereof shall be taken in condemnation or by the exercise of the power of eminent domain by any governmental body or other person (except the HRA) after the Closing Date but prior to the transfer by Habitat of title to that portion of the Development Property, Habitat shall, with reasonable promptness after such taking, notify the HRA as to the nature and extent of such taking. Upon receipt of any condemnation award, Habitat shall use the entire condemnation award first to pay the reasonable costs and expenses of such taking, including but not limited to reasonable attorneys' fees and appraisers' fees, and second to reconstruct the Improvements (or, in the event only a part of the Improvements have been taken, then to reconstruct such part) upon the Development Property to the extent such reconstruction of the Improvements is not impracticable. To the extent such reconstruction is impracticable, Habitat shall use the condemnation proceeds first to satisfy any mortgage of record against the Development property and second to pay any outstanding project costs. Habitat may retain any remaining condemnation proceeds. ARTICLE IV Construction of Improvements section 4.1. Construction of Improvements. Habitat agrees that it will construct the Improvements on the Development Property in conformance with the Development Plans. Habitat 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. . Section 4.2. Commencement and Completion of Construction. Habitat shall commence construction of two single family homes on the Development Property on or before August 1, 1992, diligently prosecute construction of such homes to completion, and complete construction of such homes on or before December 31, 1992. Habitat shall complete construction of the two remaining single family homes on or before December 31, 1993. If the Closing Date occurs after June 30, 1992, due to -10- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 . reasons other than an Event of Default by Habitat, (it being nonetheless understood that time is of the essence with respect to the June 30, 1992 Closing Date), the times provided in the foregoing sentence shall be adjusted by the parties in an equitable manner and in good faith. The times provided herein for commencement and completion of various stages of construction shall also be extended to the extent of any Unavoidable Delays. All work with respect to the Improvements to be constructed or provided by Habitat on the Development Property shall be in conformity with the Development Plans as submitted by Habitat and approved by the HRA. Subsequent to execution of this Agreement, and until certification of the Improvements pursuant to section 4.3, Habitat shall make reports to the HRA, in such detail and at such times as may reasonably be requested by the HRA, as to the actual progress of Habitat with respect to construction of the Improvements. Habitat also agrees that designated representatives of the HRA may enter upon the Development Property during the construction of the Improvements to inspect such construction, subject to reasonable advance notice and reasonable procedures agreeable to Habitat. Section 4.3. Certificate of Completion. . (a) Promptly after completion of each single family home in accordance with the provisions of this Agreement, and provided there is no other Event of Default in existence at such time, the HRA will furnish Habitat with a certificate of Completion with respect to the lot upon which the completed home is located, in substantially the form set forth in Exhibit B attached hereto. Such Certificate of Completion shall be (and it shall be so provided in the Certificate of Completion itself) a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of Habitat to construct the Improvements on that particular lot only. (b) If the HRA shall refuse or fail to provide a Certificate of Completion in accordance with the provisions of this Section, the HRA shall, within ten (10) days after written request by Habitat, provide Habitat with a written statement, indicating in adequate detail in what respects Habitat has failed to complete the Improvements in accordance with the provisions of this Agreement, or is otherwise in default under this Agreement, and what measures or acts will be necessary, in the opinion of the HRA, for Habitat to take or perform in order to obtain such certificate of Completion. . -11- . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 4.4 Com~letion Bond. At its own expense, Habitat shall furnish a $2,000 completion bond to the HRA on the Closing Date, substantially in the form attached as Exhibit E, and issued by a reputable company licensed and authorized to conduct business in Minnesota. Such bond shall guarantee completion of the Improvements in accordance with the Development Plans, and in accordance with section 4.2. ARTICLE V Insurance. Section 5.1. Insurance. (a) Habitat will provide and maintain or cause to be maintained at all times during the process of constructing each home, at its sole cost and expense, and, from time to time at the request of the HRA, furnish the HRA with proof of payment of premiums on: (i) Builder's risk insurance in an amount not less than $40,000 on each home, with a deductible amount of not more than $500, and with coverage available in nonreporting form on the so-called "all risk" form of policYi (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 $1,000,000 for each occurrence (to accomplish 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 HRAi and (iii) Worker's compensation insurance, with statutory coverage. (b) Upon completion of construction of each of the four single family homes and until the transfer by Habitat of title to the lots for each such home, whether by deed or contract for deed, Habitat shall maintain on each such home, or cause to be maintained, at its sole cost and expense, and from time to time at the request of the HRA shall furnish proof of the payment of premiums on insurance as follows: -12- Resolution 92-3 - Continued EXHIB IT B June 2, 1992 . (i) Insurance against loss and/or damage to the Improvements under a policy or policies covering such risks as are ordinarily insured against, including (without limiting the generality of the foregoing) fire, extended coverage, vandalism and malicious mischief, explosion, water damage, demolition cost, debris removal, and collapse in an amount not less than the full replacement cost of the Improvements, but any such policy may have a deductible amount of not more than $500. No policy of insurance shall be written so that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by the HRA. The term "full insurable replacement value" shall mean the actual replacement cost of the Improvements (excluding foundation and excavation costs and other uninsurable items) and equipment. . (ii) Comprehensive general public liability insurance, including personal injury liability for injuries to persons and/or property, including any injuries resulting from the operation of automobiles or other motorized vehicles on or about the Development Property, in the minimum amount for each occurrence of $1,000,000. To accomplish such limits, an umbrella excess liability policy may be used. (c) All insurance required in this Article VI shall be taken out and maintained in responsible insurance companies selected by Habitat which are authorized under the laws of the state to assume the risks covered thereby. At the first time that any insurance is required to be in effect hereunder, Habitat shall 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 provided in this Article VI, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to Habitat and the HRA at least thirty (30) days before the cancellation or modification becomes effective. Upon the HRA's request, Habitat shall furnish the HRA evidence satisfactory to the HRA that any policy required hereunder is in effect. In lieu of separate policies, Habitat may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Habitat shall deposit with the HRA a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Improvements. . . -13- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 . (d) In the event the Improvements or any portion thereof is destroyed by fire or other casualty prior to the transfer of such portion by Habitat, then Habitat shall, within sixty (60) days after such damage or destruction, commence to repair, reconstruct and restore the damaged Improvements to substantially the same or improved condition or utility value as they existed prior to the event causing such damage or destruction and, to the extent necessary to accomplish such repair, reconstruction and restoration, Habitat will apply the Net Proceeds of any insurance relating to such damage or destruction to the payment or reimbursement of the costs thereof. Habitat shall complete the repair and reconstruction of the Improvements, whether or not the Net Proceeds of insurance received by Habitat for such purposes are sufficient to pay for the same. Any Net Proceeds remaining after completion of construction shall be disbursed to Habitat. ARTICLE VI Undertakinqs of the HRA . Section 6.1. Undertakinqs of the HRA. As consideration for the purchase of the Development Property and construction of the Improvements by Habitat, the HRA agrees to undertake, subject to the provisions of section 6.2 below, the following actions: (a) Use its best efforts with the city, the County and the City of Minneapolis for the installation of any and all utilities necessary for construction and operation of the Improvements so that the same are available to the site, including sanitary sewers and water mains. Such installation shall be done in a timely manner and pursuant to construction plans reviewed by Habitat. The cost of such installation shall be paid by the HRA and shall not be assessed against the Development Property. (b) Use its best efforts with the City so that the Improvements shall constitute a permitted use under the zoning ordinance of the City, and cooperate with Habitat in obtaining all required consents and approvals for construction of the Improvements in accordance with this Agreement. Section 6.2. Limitations on Financial Undertakinqs of the HRA.. The provisions of Section 6.1 of this Agreement notwithstanding, the HRA shall have no obligation to Habitat under this Agreement to take any action provided for in this Agreement except upon existence of the following conditions: . -14- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 . (a) Habitat has satisfied all conditions precedent under this Agreement required to be satisfied as of the applicable date of performance of the particular HRA action; (b) Habitat is not, and does not become, in default under Article VIII of this Agreement, and is and continues in compliance with all material terms and conditions of this Agreement; (c) The HRA and Habitat have received all necessary approvals from the City and other authorities to implement this Agreement; and (d) The HRA is not the subject of any court or administrative proceeding seeking to enjoin or otherwise prevent the HRA from taking any action under this Agreement. Section 6.3. HRA to Maintain Existence. The HRA covenants and agrees that it shall at all times do or cause to be done. all things within its statutory powers necessary to preserve and keep in full force and effect its existence, or to assure the assumption of its obligations under this Agreement by any public body succeeding to its powers. ARTICLE VII . Restrictions on Transfer: Indemnification Section 7.1. Restrictions on Transfer. until the certificate of Completion has been issued by the HRA for any lot comprising a portion of the Development Property, the Habitat's interest in such lot (or any portion thereof) may not be assigned by Habitat without the prior written consent of the HRA, which consent may be granted or withheld by the HRA in its sole discretion. After the certificate of Completion for any lot has been issued by the HRA, Habitat's interest in such lot (or any portion thereof) may be sold, transferred or conveyed by Habitat, but only to a low income person pursuant to Habitat's normal and customary programs and procedures. The Parties agree that the terms and conditions of this Section 7.1 run with the land and shall be binding upon their successors and assigns. The Parties also agree that this section 7.1 shall not apply to a mortgage granted by Habitat in accordance with Section 9.1 of this Agreement. section 7.2. Indemnification. Habitat hereby agrees to indemnify, defend and hold harmless the HRA, and its officials, employees and agents, against any and all claims, demands, . -15- Resolution 92-3 - Continued EXHIB IT B June 2, 1992 . lawsuits, judgments, damages, penalties, costs and expenses, including reasonable attorneys' fees, arising out of actions or omissions by Habitat, its employees and agents, in connection with the Habitat Project. The HRA agrees to indemnify, defend and hold harmless Habitat, and its employees and agents, against any and all claims, demands, lawsuits, judgments, damages, penalties, costs and expenses, including reasonable attorneys' fees, arising out of actions or omissions by the HRA, its officials, employees and agents, in connection with the Habitat Project. ARTICLE VIII Events of Default section 8.1. Events of Default bv Habitat Defined. 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, anyone or more of the following events: (a) Failure by Habitat to pay the Purchase Price or otherwise perform on the Closing Date. . (b) Subject to Unavoidable Delays, failure by Habitat to commence and complete construction of the Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement. (c) Until Certificates of Completion for the entire Development Property have been issued, failure by Habitat to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. (d) After the Certificate of Completion has been issued for any lot in the Development Property, but prior to Habitat's transfer of title to such lot, whether by deed or contract for deed, failure by Habitat to observe or perform the covenants in sections 3.7, 3.8, 5.1(b), or 7.1 with respect to such lot. (e) Until Certificates of Completion for the entire Development Property have been issued, filing by Habitat in any court, pursuant to any federal or State statute, of a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a portion of Habitat's property, or an assignment by Habitat for the benefit of creditors. (f) Until Certificates of Completion for the entire Development Property have been issued, filing against . -16- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 . Habitat 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 or trustee of all or a portion of Habitat's properties, if such proceeding is not dismissed within ninety (90) days after commencement thereof. (g) Until Certificates of Completion for the entire Development Property have been issued, any merger, consolidation, dissolution, liquidation, reorganization or transfer of all or substantially all of Habitat's assets. Section 8.2. Remedies on Default bv Habitat. Whenever any Event of Default occurs, the HRA may take anyone or more of the following actions (but only after provision of ninety (90) days' written notice to Habitat in the case of an EVent of Default under Section 8.l(a), (b), (c) or (d), and then only if such an Event of Default has not been cured within such ninety (90) days or, if such an Event of Default cannot be cured within ninety (90) days, Habitat does not provide assurances to the HRA reasonably 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 purposes of this Agreement): . (a) The HRA may suspend its performance under the Agreement until it receives assurances from Habitat, deemed adequate by the HRA, that Habitat will cure its default and continue its performance under the Agreement. (b) If the Event of Default occurs prior to the Closing Date, the HRA may cancel and rescind the Agreement. (c) If the Event of Default occurs with respect to a particular lot after the Closing Date but prior to issuance of a Certificate of Completion for such lot, the HRA may reenter and take possession of such lot and revest absolute title thereto in the HRA, but there shall be no re-entry or revesting of title with respect to any lot not affected by such Event of Default. (d) The HRA may initiate such action, including legal or administrative action, as is necessary for the HRA to secure performance of any provision of this Agreement or recover any amounts due under this Agreement from Habitat. (e) Sue for damages, including delinquent taxes levied against the Development Property, provided that any damages shall be reduced to the extent of any amount recovered by the HRA under any completion bond provided pursuant to this Agreement. . -17- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 . section 8.3. Events of Default bv the HRA Defined. Subject to Section 6.2, the following shall be "Events of Default by the HRA" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this section or section 8.4, anyone or more of the following events: (a) Failure by the HRA to deliver to Habitat on the Closing Date marketable title to the Development Property. (b) Failure by the HRA to promptly furnish Habitat with a Certificate of Completion as required in Section 4.3. (c) Failure by the HRA to observe or perform any other obligation or covenant under this Agreement. . Section 8.4. Remedies on Default bv the HRA. Whenever any Event of Default by the HRA occurs, Habitat may take anyone or more of the following actions (but only after provision of ninety (90) days written notice to the HRA, and then only if such Event of Default has not been cured within such ninety (90) days or, if such an Event of Default cannot be cured within ninety (90) days, the HRA does not provide assurances to Habitat reasonably satisfactory to Habitat that such an Event of Default will be cured as soon as reasonably possible and that it will not jeopardize the purpose of this Agreement): (a) Habitat may suspend its performance under this Agreement until it receives assurances from the HRA, deemed adequate by Habitat, that the HRA will cure its default and continue its performance under this Agreement. (b) If the Event of Default occurs prior to the Closing Date, Habitat may cancel and rescind this Agreement. (c) Habitat may initiate such action, including legal, equitable or administrative actions, as is necessary for Habitat to secure performance of any provision of this Agreement or recover any amounts due under this Agreement from the HRA. (d) Habitat may sue for damages which it incurs due to an Event of Default by the HRA. . section 8.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA or Habitat is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in . -18- . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 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 shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 8.6. No Additional Waiver Implied by One Waiver. In the event any agreement 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 shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE IX Mortqage Financing Section 9.1. Approval of Mortqage. Any mortgage shall require the prior written approval of the HRA's Director. Habitat may rely upon any approval granted hereunder by the HRA's Director without additional action by the HRA. Approval shall not be unreasonably withheld or 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 mortgage is a first mortgage and that the terms of the mortgage conform and are subject to the terms of this Agreement. The holder of any mortgage (or any nominee or agent controlled by the holder) shall not be obligated to undertake or continue construction or completion of the Improvements while in possession of the Development Property pursuant to the foreclosure, or conveyance by Habitat to the holder in lieu of foreclosure, except upon express assumption of such obligation as provided in Section 9.3, provided 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 portion 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 are binding on Habitat, and such -19- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 party shall not be entitled to any additional rights or ~ privileges granted a holder hereunder. Section 9.2. Notice of Default; COPy to Mortgaqee. Whenever the HRA shall deliver any notice or demand to Habitat with respect to any breach or default by Habitat 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 of any mortgage at the last address of such holder shown in the records of the HRA. ~ ~ Section 9.3. Mortqaqee's option to Cure Defaults. After any breach or default referred to in section 9.2 hereof, each such holder shall (insofar as the rights of the HRA are concerned and subject to any rights of the mortgagor under such mortgage) have the right, at its option, for a period of 90 days after notice of such default purusuant to Section 9.2 hereof, to cure or remedy such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage. If a default is not susceptible of cure within such 90-day period, the holder shall have such period of time as is necessary to 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. However, if the breach or default is with respect to construction 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 action in lieu thereof, to undertake or continue the construction or completion of the Improvements (beyond the extent necessary to conserve or protect Improvements or construction already made) for more than 90 days after the holder has received notice of such default pursuant to section 9.2 hereof, without first having expressly assumed the obligation to the HRA, by written agreement reasonably satisfactory to the HRA, to complete, in the manner provided in this Agreement and in conformance with the Development Plans, the Improvements on the Development Property. If the holder enters into an agreement assuming the obligations of Habitat under the Agreement, such agreement shall provide that all obligations of the holder thereunder shall terminate at such time as the Agreement is assigned by the holder in accordance with the provisions of Section 7.1 of the Agreement or in accordance with the following paragraph. Any holder who shall properly complete the Improvements relating to the Development Property 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 of this Agreement. Section 9.4. HRA's Option to Cure Default on Mortqage. Any mortgage executed by Habitat with respect to the Development -20- . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 Property, or any improvements thereon, shall provide that, in the event that Habitat is in default under any mortgage authorized pursuant to this Article IX, the mortgagee, within ten (10) days after it has declared or given notice to Habitat 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 actions required to cure the default. The HRA shall have the right to cure any such default within 90 days after notice from a holder, provided that the HRA gives Habitat 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, to reimbursement from Habitat or any successor or assignee of any costs and expenses incurred by the HRA in curing such default. Interest shall accrue on any amounts due the HRA under this paragraph at the reference rate of interest then in effect at First National Bank of Minneapolis until such amounts are paid, and such amounts shall result in the creation of a lien on the Development Property in favor of the HRA. Section 9.5. Subordinate Liens. Habitat agrees that it will not create, incur, assume or suffer any security interest, mortgage, pledge, lien, charge, or encumbrance upon the Development Property except for a first mortgage permitted under this Article and except for the Permitted Encumbrances. Habitat, at its own expense, in its own name and in good faith, contest any involuntary lien, charge or encumbrance and not be in default hereunder provided Habitat first posts a bond or provides other security to the HRA, including, without limitation, a title insurance company, which the HRA reasonably determines is adequate to protect the interest of the HRA. ARTICLE X Additional provisions Section 10.1. Equal Employment Opportunity. Habitat agrees that during the construction of the Project neither it nor any of the contractors will unlawfully discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, or political affiliation. Section 10.2. Not for Speculation. Habitat's purchase of the Development Property, and its undertakings pursuant to this -21- Resolution 92-3 - Continued EXHIBIT B June 2, 1992 . Agreement, are and will be used for the sole and express purpose of constructing low income housing on the Development Property and not for speculation in land holdings. Section 10.3. Titles of Articles and section. Any titles of the several parts, Articles and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under the 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 Habitat, is addressed to or delivered personally to Habitat at 2720 East 22nd Street, Minneapolis, MN 55406, Attention: Tony Beckstrom, with copies to william C. Griffith, Larkin, Hoffman, Daly & Lindgren, Ltd., 1500 Northwest Financial Center, 7900 Xerxes Avenue South, Bloomington, MN 55431 ; and . (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 55428, Attention: Director, with copies to Allen D. Barnard, Best & Flanagan, 3500 IDS Center, Minneapolis, Minnesota 55402 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 10.6. 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 subject matter hereof, superseding any prior oral or written agreements. This Agreement can be modified only by a writing signed by both parties. Section 10.7. Severability. In the event any provision of 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. . -22- . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 Section 10.8. Duration. This Agreement shall be effective as of the date hereof and shall continue in full force and effect until the issuance of certificates of Completion (or revesting of title in the HRA) for the entire Development Property and the transfer by Habitat title to the entire Development Property; provided, however, that following the issuance of a Certificate of Completion for any lot in the Development Property, any remaining covenants contained in this Agreement with respect to such lot shall be personal obligations of Habitat and shall not be deemed to run with the land. This Agreement shall survive the Closing Date and the HRA's delivery of the Deeds to Habitat. Section 10.9. Bindinq Effect. Subject to the provisions of Article VIII, this Agreement is binding upon, and shall inure to the benefit of, the successors and assigns of the parties. Section 10.10. Consents. Any consent or approval required of a Party under this Agreement shall not be unreasonably withheld or delayed. ARTICLE XI Termination of Agreement Section 11.1. Habitat's option to Terminate. This Agreement may be terminated by Habitat any time prior to the Closing Date if Habitat is in compliance with all material terms of this Agreement and no Event of Default has occurred; and (a) Subject to Section 6.2, the HRA fails to comply with any material term of this Agreement, and, after written notice by Habitat of such failure, the HRA has failed to cure such non-compliance within ninety (90) days of receipt of such notice, or, if such non-compliance cannot reasonably be cured by the HRA within ninety (90) days, the HRA has not, within ninety (90) days of receipt of such notice, provided assurances, reasonably satisfactory to Habitat, that such non-compliance will be cured as soon as reasonably possible; (b) The Closing Date has not occurred by June 30, 1992, unless extended by the prior written consent of the Parties; (c) Subject to Section 3.1, if Habitat's title objections are not waived by Habitat or cured by the HRA; (d) Subject to Section 3.2, if Habitat determines that construction of the Improvements is not practicable due to soil conditions; or -23- . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 (e) Subject to Section 2.2(f), if Habitat does not receive all approvals and consents from governmental authorities which are reasonably required for construction of the Improvements. Section 11.2. Effect of Termination. 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 Habitat under Article VIII to institute any action, claim or demand for damages suffered as a result of breach or default of the terms of this Agreement. 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 Habitat has caused this Agreement to be duly executed 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 By Its And Its TWIN INC. FOR HUMANITY, By v o JE~. I s ~.A-J-(' By -24- . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 STATE OF MINNESOTA SS. COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this day of , 1992, by , and by the the AND REDEVELOPMENT VALLEY, on behalf , of THE HOUSING AUTHORITY IN AND FOR THE CITY OF GOLDEN of the organization. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) (1. The foregoing day of fY)~h\ the P\~rlJf:st:: ) the 'JI[ Q.. ~f($IOJ!'(\j:- HUMANITY, INC., a the corporation. instrument was acknowledged before .~~~' , 1992, by _ ...J j , , and by . , of TWIN CITIES I TAT Minnesota nonprofi corporation, on FOR behalf of me this DRAFTED BY: Best & Flanagan (CCB) 3500 IDS Center Minneapolis, Minnesota 55402 ~~':"';"-t \ '.. 'It: '\ 'f lLL"P , .[ /..;.,....,>.. J A.l' I,; ri . J.""" '. ~ (...... '. No0;~'i~~;P~~ c.~f~~~:T~~96 ~). r .. c. / My corr"T:lSS;'~n exp~ ;:~~,~,,,,,,,,,,,,"'...r_____~ 8276j -25- . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 Private Development Agreement - Ewald Homes June 2. 1992 EXHIBIT A LEGAL DESCRIPTION AND PERMITTED ENCUMBRANCES Lots 1, 2, 3, and 4 of Block 1, Ewald Park Addition. Hennepin County, MN. SUbject to easements for utilities as shown on the approved plat of Ewald Park Addition and to an easement for driveway purposes, as recorded in Doc. No. 139752. . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 EXHIBIT B CERTIFICATE OF COMPLETION THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate (the "HRA") , and HABITAT FOR HUMANITY, a nonprofit corporation ("Habitat"), previously entered into a Private Development Agreement-Ewald Homes (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: [Describe only completed lots.] Article IV of the Agreement contains certain covenants which, if not performed by Habitat, or its successors and assigns, would result in a forfeiture and right of re-entry by the HRA, its successors and assigns. As of the date hereof, Habitat has performed all of such covenants contained in Article IV of the Agreement to the satisfaction of the HRA with respect solely to the above-described property. NOW, THEREFORE, it is hereby certified that all building construction and other physical improvements specified to be completed by Habitat have been so completed and all of the covenants in Article IV of the Agreement have been duly and fully performed by Habitat and that the provisions for forfeiture of title and right to re-entry by the HRA for breach of such covenants, and the completion bond securing performance thereof, are hereby released absolutely and forever insofar as they apply solely to the above-described property, and 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, to be a conclusive determination of the satisfactory termination of the covenants of Article IV of the Agreement, the breach of which would result in a forfeiture and right of re-entry solely as to the above-described property. Notwithstanding the foregoing, the covenants contained in the Agreement remain of full force and effect for any portion of the Development Property (as defined in the Agreement) not described above. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By Its And Its . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 STATE OF MINNESOTA SS. COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this ____ day of , 19__, by and , respectively the and of The Housing and Redevelopment Authority in and for the City of Golden Valley, on behalf of the Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: BEST & FLANAGAN (CCB) 3500 IDS Center Minneapolis, Minnesota 55402 8278j -2- Resolution 92-3 - Continued EXHIB IT B Private Development Agreement - Ewald Homes June 2. 1992 . EXHIBIT C - PAGE 1 DEVELOP!1ENT PLANS . uI ,', ^ ~~ ~~V .... I,... ,7", 1./ . ..., r ~), ,,\ \..) '\ ,....\ \ " \'~\ ' r;' , ....,~'\ ~-"J . l- I :;.., ---- , ) -;;. <.- ,-" ~~ ---- ! I LOr -II . CJI: 1. 8: (D 01 o o ! Z I..- o _---- ::0 ----- ~ J: I I I ! - .DNN 1000 .' CD "I (D. .Ut (JIo 0" (I)~ 0-1 c- ~ J: _--- -3 ---" I '/' T L... """" i I I ',/~ I _.-:.~-~ u e.?"'AA'OS''E, I~,"'I I I I ! I I I I J> 1< fil , -7 , ...- I -, :....." (_ Pi ~...... I 0 (..) .D L. / 4 :.., 0 ..., 8 .-,. - . "" :..., :;:, C :(J eOI.,Oqe. ~ .,.hown thlJt>, b '; ". l___.;____ .. +----___ \.."j I I < / _- -'I I I . ,j;- i ---------------_...~ , .' J,di" on adJo,n,nq 10 I=u.t in widl-., Qnd Le.t loin"'" GI> <eon,"""n I...........-.~: 135.15 Na9. 57'OO"W 000....'1 ~; 035.00 PLAT) ~ f- ' ~. ~ I 1~.~G'!r~:,.~/..~~ /:/!i!: .".....';:=; I ~!l ~~ -7 !'- June 2, 1992 ...': ~II ,-.:: ~ I I,. "-.1 \..~ Iil Ifl f '"0 . ~. ~!> . . .!-...~ >. , . r.:J 2~ ..." ~ ~ . ....... " o .~ i I I i ---- l\' I I ,-, L..L_1 ..-- . . ,-, I '.~ -n .- ,. . . I', ", -. I I '-'; l..... r " ,.:"-<1 .., --, - , ~ . J <<:.~ . . r I i . Resolution 92-3 - Continued EXHIBIT B Private Development Agreement - Ewald Homes June 2, 1992 EXHIBIT C - PAGE 2 DEVELOPMENT PLANS 56' 0" GARAGE 16' x 24' KITCHEN 17'3" x 10'6" r-------r I I I I I I LIVING ROOM 14'2" x 12'6" cc DO DO ( ::-€I r.: Sl BEDROOM 10'4" it 9' BASEMENT 9 BEDROOM i:iho" x 10'6" CLO BEDROOM 11'6" x 10' o ..J U . ~ .... .-r....... ....- June 2, 1992 00 (, ~ N Resolution 92-3 - Continued Private EXHIBIT B June 2, 1992 Development Agreement - Ewald Homes June 2 , 1992 EXHIBIT C - Page 3 Development Plans . FLUE ~lEVEt FLOOR c..9UNG U:~E 16" OVER HAt'.G ~ ITB DO .!!fmt.l.EVEl. FLOOR J ENTR'/' lEVEL -- FLOOR LIKE . I I I I I I 1_~0tT FLOOR ~----~---------~----~ L____~_________~____~ FRONT ELEVATION " ~-- . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 . EXHIBIT D LIMITED WARRANTY DEED 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 seq. ("Grantor"), hereby grants, bargains and conveys to HABITAT FOR HUMANITY, a nonprofit corporation ("Grantee"), real property in Hennepin County, Minnesota, described as follows (the "Property"): (Describe one lot only.) together with all hereditaments and appurtenances belonging thereto. Grantor, for itself and its successors and assigns, hereby covenants with Grantee and its successors and assigns, that it has not made, done, executed, or suffered any act or thing whatsoever whereby the Property, or any part thereof, now or at any time hereafter, shall or may be imperiled, charged or encumbered in any manner whatsoever, except for any covenants, conditions, or restrictions contained in the Private Development Agreement-Ewald Homes dated , 1992, between Grantor and Grantee (the "Agreement"). . Provided: 1. It is understood and agreed that this Deed is subject to the covenants, conditions, restrictions and provisions of the Agreement, and that Grantee shall not sell, transfer, mortgage or otherwise convey the Property, or any part thereof or interest therein, except as permitted by the Agreement. Grantee hereby covenants and agrees to begin and diligently prosecute to completion the development of the Property at such times and as otherwise provided in the Agreement. Promptly after completion of the improvements in accordance with the Agreement with respect to the Property, Grantor will furnish Grantee with a certificate of Completion solely with respect to the Property, as provided in the Agreement, which shall be the conclusive determination of satisfaction and termination of the agreements and covenants in and pursuant to the Agreement with respect to the obligations of Grantee to construct the improvements solely on the Property, and the dates for the commencement and completion thereof. . 2. In the "Event of Default" by Grantee, as defined in section 8.1 of the Agreement, which is not cured within the period provided in section 8.2 of the Agreement, prior to the recording of the Certificate of Completion with respect to the Property, then Grantor shall have the right to re-enter and take possession of the Property, and to terminate and revest in . . . Resolution 92-3 - Continued EXHIBIT B June 2, 1992 Grantor the estate conveyed by this Deed to Grantee, as specified in the Agreement. 3. Grantee hereby agrees to do the following: (a) Apply all condemnation proceeds as required under Article III of the Agreement; (b) Devote the Property to only such uses as are permitted under the Agreement, and with no discrimination in the use of the Property on account of race, color, religion, sex, age, national origin, or political affiliation; (c) Maintain insurance of such types and amounts as specified in Article V of the Agreement, and apply all insurance proceeds as required under Article V of the Agreement; (d) Transfer the Property only as permitted by Article VII of the Agreement. The parties agree that all of the covenants and restrictions contained in this Deed shall be binding upon Grantee, its successors and assigns, for the maximum benefit of Grantor, its successors and assigns, and shall be deemed to run with the land until the Certificate of Completion is issued. Following the issuance of the Certificate of Completion, any remaining covenants shall be personal to Grantee and shall not be deemed to run with the land. IN WITNESS WHEREOF, Grantor has caused this Deed to be duly executed on its behalf by its duly authorized representatives this day of , 1992. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By Its By Its -2- . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 STATE OF MINNESOTA SS. COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this day of , 1992, by and respectively the and of The Housing and Redevelopment Authority in and for the City of Golden Valley, on behalf of the Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Best & Flanagan (CCB) 3500 IDS Center Minneapolis, MN 55402 8279j -3- . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 EXHIBIT E COMPLETION BOND BOND NO. AMOUNT $2,000 Know All Men By These Presents, That we, Twin Cities Habitat for Humanity, Inc., a Minnesota nonprofit corporation, 2720 East 22nd street, Minneapolis, Minnesota 55406 (hereinafter called the "Principal"), as Principal, and of , a corporation duly organized under the laws of the state of (hereinafter called the "surety"), as surety, are held and firmly bound unto The Housing and Redevelopment Authority in and for the City of Golden Valley, Golden Valley, Minnesota (hereinafter called the "Obligee"), in the sum of Two Thousand and nO/100 Dollars ($2,000.00), for the payment of which sum well and truly to be made, we, the Principal and the said Surety, bind ourselves, our successors and assigns, jointly and severally by these presents. Sealed with our seals and dated this ___ day of , 1992. THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the Principal entered into a certain Private Development Agreement- Ewald Homes (hereinafter called the "Agreement") with the Obligee, dated , 1992 for completion of four single family homes in accordance with the terms and conditions of said Agreement, which is hereby referred to and made a part as if fully set forth herein; NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the obligee finds that the redevelopment is not being carried out or maintained in accordance with the Agreement, up to the date of obtaining certificates of Completion covering the entire Development Property, as defined in the Agreement, or there is a failure to prosecute with such diligence, or to assure its completion on time, the authority shall notify the Principal and Surety in writing of the noncompliance. Unless the principal complies with the terms of the Agreement by curing such noncompliance within 90 days of such notice, obligee may take over the work and may cause that work to be done, and the cost of the work shall be paid by the Surety, subject to the dollar limit contained herein. Obligee may take possession of and utilize in the completion of the work such materials, appliances and plant as may be on the site of the work and necessary therefor. If such certificates of Completion are issued, then . . . Resolution 92-3 - Continued EXHIB IT B June 2, 1992 this obligation shall be null and void; otherwise remain in full force and effect. By FOR HUMANITY, INC. I . Its By I~~~~ 9090j -2-