Loading...
99-13 HRA ResolutionResolution 99-13 November 29, 1999 Commissioner Micks introduced the following and moved its adoption: RESOLUTION CONDITIONALLY APPROVING SALE OF CERTAIN REAL PROPERTY IN THE VALLEY SQUARE REDEVELOPMENT AREA - AREA B (The Rottlund Company) 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 Valley Square Redevelopment Plan; and WHEREAS, the Valley Square Redevelopment Plan contemplates mixed use development in Area B; and, WHEREAS, The Rottlund Company (hereinafter referred to as "Developer") has made a proposal for the construction of 132 for -sale housing units in conjunction with development by others of office, retail and rental housing; and, WHEREAS, the HRA has reviewed the terms of the proposal made by the toDeveloper and they appear to be reasonable and within the overall guidelines for redevelopment of the Valley Square Redevelopment Area; and WHEREAS, the HRA has determined 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 proposed sale of the property legally described in Exhibit B attached hereto (hereinafter the "Subject Property") 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 provisions of Minnesota Statutes §469.029; 2. The use of the Subject Property proposed by the Development is reasonably within the overall guidelines of the Valley Square Redevelopment Plan. Resolution 99-13 - Continued November 29, 1999 3. The use value of the Subject Property is hereby established as .$1,015,000; 4. In consideration of the restrictions on the sale and use of the Subject Property imposed by Minnesota Statute §469.029 and the restrictions imposed by the Valley Square Redevelopment Plan, sale of the Subject Property to the developer at $1,015,000 is appropriate. BE IT FURTHER RESOLVED THAT subject to delivery by Developer to the HRA Director on or before 4:30 PM on December 2, 1999 of the Letter of Credit called for by Section 4.5 of the attached Redevelopment Agreement (Exhibit C), then: 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 C is hereby approved; and 2. The Chair of the HRA and the Director of the HRA are hereby authorized to execute the development agreement and any other 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 perform the obligations imposed on the HRA under the private development agreement. 4. If the delivery of such letter of credit is not made to the HRA Director as required above, this approval, authorization and authority granted hereby is null and void. Gloria Johnso Chair ATTEST: S. JoVnbs,(Director Motion for a doption of the foregoing resolution was seconded by Commissioner akken; and upon a vote taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, LeSuer and Micks; 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. • Resolution 99-13 (Con't.) EXHIBIT A November 29, 1999 NOTICE OF PUBLIC HEARING (APPROVAL OF SALE OF CERTAIN REAL PROPERTY TO THE ROTTLUND COMPANY, INC., BROOKSTONE-VANMAN, LLC, AND COMMONBOND COMMUNITIES FOR REDEVELOPMENT) NOTICE IS HEREBY GIVEN that the Housing and Redevelopment Authority (HRA) of Golden Valley, Minnesota will meet at the Golden Valley City Hall, Council Chambers, 7800 Golden Valley Road, on Monday, November 29, 1999, at 7:00 PM and will then and there, consider the sale and terms of sale of the following described tract located in Golden Valley, Minnesota, to The Rottlund Company, Inc., Brookstone-Vanman, LLC, and CommonBond Communities for redevelopment pursuant to Minnesota Statutes Section 469.029. The legal description is as follows: Lots 1 and 2, Block L and Lots 1 and 2, Block 3, Valley Square 3d Addition, Golden Valley, Hennepin County, Minnesota and Maren Lane extending from the west right-of-way line of Winnetka Avenue to the east right-of-way line of Golden Valley Road. The proposal is to construct approximately 132 for -sale -housing units, an office/retail building of approximately 36,000 sq. ft., and 25 rental housing units. All interested parties may appear in person or by counsel and be heard. BY THE HOUSING AND REDEVELOPMENT AUTHORITY /s/ William S. Joynes, HRA Director Resolution 99-13 (Con't.) EXHIBIT B November 29, 1999 4# EXHIBIT B LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY Outlot A: That part of Lot 2, Block 1, VALLEY SQUARE 3RD ADDITION, according to the recorded plat thereof, Hennepin County, Minnesota, described as commencing at the southeast corner of said Lot 2; thence on an assumed bearing of South 1 degree 06 minutes 02 seconds East, along the southerly extension of the east line of said Lot 2, a distance of 13.00 feet; thence South 88 degrees 53 minutes 58 seconds West a distance of 209.83 feet; thence North 32 degrees 48 minutes 03 seconds East a distance of 25.12 feet to the point of beginning of the parcel to be described; thence continuing North 32 degrees 48 minutes 03 seconds East a distance of 15.32 feet; thence North 0 degrees 03 minutes 37 seconds East distance of 49.31 feet; thence northeasterly a distance of 24.75 feet, along a tangential curve concave to the southeast, having a radius of 30.00 feet and a central angle of 47 degrees 16 minutes 36 seconds; thence North 47 degrees 20 minutes 13 seconds East, tangent to said curve, a distance of 75.75 feet; thence northerly a distance of 29.36 feet, along a tangential curve concave to the northwest, having a radius of 35.00 feet and a central angle of 48 degrees 03 minutes 55 seconds; thence North 0 degrees 43 minutes 42 seconds West, tangent to the last described curve, a distance of 98.22 feet; thence South 40 degrees 20 minutes 25 seconds West a distance of 20.78 feet; thence South 53 degrees 06 minutes 53 seconds West a distance of 153.14 feet; thence South 63 degrees 50 minutes 16 seconds West a distance of 100.86 feet; thence South 56 degrees 26 minutes 05 seconds West a distance of 82.44 feet; thence South 23 degrees 56 minutes 13 seconds West a distance of 18.23 feet; thence South 1 degree 28 minutes 34 seconds East a distance of 33.19 feet; thence North 89 degrees 36 minutes 24 seconds East a distance of 107.25 feet; thence South 83 degrees 16 minutes 42 seconds East a distance of 111.47 feet to the point of beginning. Lot 3: Lot 1, Block 1, VALLEY SQUARE 3RD ADDITION, according to the recorded plat thereof, Hennepin County, Minnesota. AND That part of vacated Maren Lane as was dedicated in the plat of OLSEN MANOR, according to the recorded plat thereof, lying easterly of the southeasterly extension of the southwest line of Lot 2, said Block 1, and lying westerly of a line described as commencing at the southeast corner of said Lot 2; thence on an assumed bearing of South 1 degree 06 minutes 02 seconds East, along the southerly extension of the east line of said Lot 2, a Resolution 99-13 (Con't.) EXHIBIT B November 29, 1999 distance of 13.00 feet; thence South 88 degrees 53 minutes 58 seconds West a distance of 209.83 feet to a point hereinafter referred to as Point "A"; thence North 32 degrees 48 minutes 03 seconds East a distance of 20.37 feet to the north line of said vacated Maren Lane and the point of beginning of the line to be described; thence South 32 degrees 48 minutes 03 seconds West a distance of 20.37 feet to said Point "A"; thence South 88 degrees 53 minutes 58 seconds West a distance of 25.17 feet; thence South 1 degrees 06 minutes 02 seconds East a distance of 188.00 feet and said line there terminating. AND That part of Lot 1, Block 3, said VALLEY SQUARE 3RD ADDITION, lying westerly of a line described as commencing at said Point "A"; thence continuing South 88 degrees 53 minutes 58 seconds West a distance of 25.17 feet to the point of beginning of the line to be described; thence South 1 degree 06 minutes 02 seconds East a distance of 188.00 feet; thence North 88 degrees 53 minutes 58 seconds East a distance of 19.00 feet; thence South 1 degree 06 minutes 02 seconds East a distance of 149.36 feet to the south line of said Lot 1, Block 3, and said line there terminating. AND That part of Lot 2, said Block 1, lying westerly of a line described as commencing at said Point "A"; thence North 32 degrees 48 minutes 03 seconds East a distance of 25.12 feet to a point hereinafter referred to as Point "B"; thence continuing North 32 degrees 48 minutes 03 seconds East a distance of 15.32 feet; thence North 0 degrees 03 minutes 37 seconds East a distance of 49.31 feet; thence northeasterly a distance of 24.75 feet, along a tangential curve concave to the southeast, having a radius of 30.00 feet and a central angle of 47 degrees 16 minutes 36 seconds; thence North 47 degrees 20 minutes 13 seconds East, tangent to said curve, a distance of 75.75 feet; thence northerly a distance of 29.36 feet, along a tangential curve concave to the northwest, having a radius of 35.00 feet and a central angle of 48 degrees 03 minutes 55 seconds; thence North 0 degrees 43 minutes 42 seconds West, tangent to the last described curve, a distance of 98.22 feet to a point hereinafter referred to as Point "C"; thence continuing North 0 degrees 43 minutes 42 seconds West a distance of 81.72 feet to the northerly line of said Lot 2 and the point of beginning of the line to be described; thence South 0 degrees 43 minutes 42 seconds East a distance of 81.72 feet to said Point "C"; thence South 40 degrees 20 minutes 25 seconds West a distance of 20.78 feet; thence South 53 degrees 06 minutes 53 seconds West a distance of 153.14 feet; thence South 63 degrees 50 minutes 16 seconds West a distance of 100.86 feet; thence South 56 degrees 26 minutes 05 seconds West a distance of 82.44 feet; thence South 23 degrees 56 minutes 13 seconds West a distance of 18.23 feet; thence South 1 degree 28 minutes 34 Resolution 99-13 (Con't.) EXHIBIT B November 29, 1999 10 seconds East a distance of 33.19 feet; thence North 89 degrees 36 minutes 24 seconds East a distance of 107.25 feet; thence South 83 degrees 16 minutes 42 seconds East a distance of 111.47 feet to said Point "B"; thence South 32 degrees 48 minutes 03 seconds West a distance of 25.12 feet to said Point "A" and said line there terminating. J Kesoiution 99-13 (Con't.) EXHIBIT C November 29, 1999 ROTTLUND COMPANY PRIVATE DEVELOPMENT AGREEMENT THIS AGREEMENT, effective as of '1999, is made and entered into 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 SeMc ., with its principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"), and THE ROTTLUND COMPANY, INC., a Minnesota corporation with its principal office at 3065 Centre Pointe Drive, Roseville, Minnesota 55113 ("Developer"). WHEREAS, the HRA and the City of Golden Valley (the "City") adopted the Valley Square Redevelopment Plan on July 10, 1978, and have since made certain amendments thereto (as amended, the "Plan"), for the purpose of redeveloping approximately 200 acres located in the City of Golden Valley (the "Redevelopment Area'; and WHEREAS, the Redevelopment Area has been designated as a tax increment district pursuant to applicable Minnesota Statutes; and WHEREAS, the Plan is intended to encourage private development of the Redevelopment Area through various forms of government aid and financial assistance; and WHEREAS, Developer has submitted to the HRA a proposal for the redevelopment of a site in the Redevelopment Area owned by the HRA and legally described in attached Exhibit A, and which is referred to herein as Area B-1; and WHEREAS, the proposal provides for the development by Developer of 58 urban townhomes and 74 stacked flats (condominiums) (the "Project") on a portion of Area B-1 legally described in attached Exhibit B (the "Development Property"); and WHEREAS, the proposal also provides for the development of a retail/office building and parking deck on the southeast portion of Area B-1 by a second developer, and the' development of 25 rental townhomes on the northeast portion of Area B-1 by a third developer; and WHEREAS, Developer has prepared a master plan for the redevelopment of Area B-1; and WHEREAS, the HRA, after public hearing, has approved the Project as being consistent with the provisions of the Plan; 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 in accordance with the provisions of the Plan; NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual terms and conditions contained herein, the parties hereby agree as follows: ARTICLE IV. Construction of Improvements...........................................................11 Section 4.1. Construction of Improvements ...................................... 11 Section 4.2. Commencement and Completion of Construction......... 11 Section 4.3. Certificate of Completion .............................................. 12 Section 4.4. Deposit and Reimbursement of HRA Expenses............ 13 Section 4.5. Letter of Credit............................................................... 13 ARTICLE V. Insurance............................................................................................. 14 Section 5.1. Insurance........................................................................14 ARTICLE VI. Undertakings of the HRA................................................................. 16 Section 6.1 Sale of Development Property ........................................ 16 Section 6.2. Limitations on Financial Undertakings of the HRA...... 16 Section 6.3. HRA's Option to Terminate ........................................... 17 ARTICLE VII. Mortgage Financing.......................................................................... 17 Section 7.1. Approval of Mortgage....................................................17 Section 7.2. Notice of Default; Copy to Mortgagee ........................ 18 Section 7.3. Mortgagee's Option to Cure Defaults ........................... 18 Section 7.4. HRA's Option to Cure Default on Mortgage ................ 19 Section 7.5. Subordinate Liens......................................................... 19 i Kesolution 99-13 (Con't.) EXHIBIT C November 29, 1999 TABLE OF CONTENTS Paye ARTICLE I. Definitions............................................................................................. 2 Section I.I. Definitions........................................................................2 ARTICLE II. Representations and Warranties; Master Plan ...................................... 5 Section 2.1. Representations and Warranties by the HRA .................. 5 Section 2.2. Representations and Warranties by Developer ................ 5 Section 2.3. Master Plan ..................................................................... 6 ARTICLE III. Title and Other Matters......................................................................... 7 Section 3.1 Marketable Title................................................................ 7 Section3.2 Survey............................................................................. 8 Section 3.3. Geotechnical and Environmental Analysis ..................... 8 Section 3.4. Platting............................................................................. 9 Section 3.5. P.U.D. Approval.............................................................. 9 Section3.6. Closing .................................... ............................. ... 9 Section 3.7. Recording.......................................................................10 Section 3.8. Section3.9. Real Estate Taxes and Special Assessments .................. Use................................................................................. 10 10 Section 3.10. Condemnation.............................................................. 10 ARTICLE IV. Construction of Improvements...........................................................11 Section 4.1. Construction of Improvements ...................................... 11 Section 4.2. Commencement and Completion of Construction......... 11 Section 4.3. Certificate of Completion .............................................. 12 Section 4.4. Deposit and Reimbursement of HRA Expenses............ 13 Section 4.5. Letter of Credit............................................................... 13 ARTICLE V. Insurance............................................................................................. 14 Section 5.1. Insurance........................................................................14 ARTICLE VI. Undertakings of the HRA................................................................. 16 Section 6.1 Sale of Development Property ........................................ 16 Section 6.2. Limitations on Financial Undertakings of the HRA...... 16 Section 6.3. HRA's Option to Terminate ........................................... 17 ARTICLE VII. Mortgage Financing.......................................................................... 17 Section 7.1. Approval of Mortgage....................................................17 Section 7.2. Notice of Default; Copy to Mortgagee ........................ 18 Section 7.3. Mortgagee's Option to Cure Defaults ........................... 18 Section 7.4. HRA's Option to Cure Default on Mortgage ................ 19 Section 7.5. Subordinate Liens......................................................... 19 i • i Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 ARTICLE VIII Restrictions on Transfer; Indemnification .......................................... 19 Section 8.1. Restrictions on Transfer ................................................. 19 Section 8.2. Indemnification.............................................................. 20 ARTICLE IX. Events of Default................................................................................ 20 Section 9.1 Events of Default Defined .............................................. 20 Section 9.2. Remedies on Default ...................................................... 21 Section 9.3. No Remedy Exclusive .................................................... 22 Section 9.4. No Additional Waiver Implied by One Waiver ............. 22 ARTICLE X. Additional Provisions........................................................................ 23 Section 10.1. Equal Employment Opportunity .................................. 23 Section 10.2. Not for Speculation...................................................... 23 Section 10.3. Titles of Articles and Sections.....................................23 Section 10.4. Notices and Demands .................................................. 23 Section 10.5. Counterparts................................................................. 23 Section 106. Modification.................................................................. 23 Section 10.7. Interpretation and Amendment .................................... 23 Section 10.8. Severability .......................... ............ ............... . ..... ........ 24 Section 10.9. Duration....................................................................... 24 Section 10.10. Binding Effect............................................................ 24 Section 10.11. Consents.................................................................... 24 Section 10.12. Certificates.............................................................. 24 ARTICLE XI. Termination of Agreement.................................................................. 24 Section 11.1. Developer's Options to Terminate ............................... 24 Section 11.2. Effect of Termination................................................... 25 EXHIBITS A. Legal Description of Area B-1 B. Legal Description of Development Property C. Certificate of Completion l D. Development Plans E Master Plan F. Limited Warranty Deed G. Demolition Specifications --"`"," I L.] cnrnibi i U November 29, 1999 ARTICLE 1. Definitions Section I.I. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "A reement" means this Rottlund Company Private Development Agreement by and between The Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota, and The Rottlund Company, Inc., a Minnesota corporation, as the same may be from time to time modified, amended or supplemented. "Area B-1" means the real property currently described in attached Exhibit A, and to be replatted as Lots 1-9 and Outlot A, P.U.D. No. 86. "Brookstone" means Brookstone-Vanman, LLC, a Minnesota limited liability company, and its successors and assigns, which is expected to enter into a separate Private Development Agreement with the HRA for the development of a retail/office building and parking deck on the southeast portion of Area B-1. "Certificate of Completion" means the certification in the form of the certificate contained in Exhibit C attached to and made a part of this Agreement, provided to Developer pursuant to Section 4.3 of this Agreement upon satisfactory completion of the Improvements for each separate lot in the Development Property. "City" means the City of Golden Valley, Minnesota. "Closin Date" or "Closing" means the date upon which the HRA conveys the Development Property to Developer, and the Parties have obtained all necessary permits, consents and approvals required for construction of the Improvements. The Parties expect the Closing Date to be on or about April 15, 2000. "Common Bond" means Common Bond Communities, a Minnesota nonprofit corporation, and its successors and assigns, which is expected to enter into a separate private development agreement with the HRA for the development of the rental townhomes on the northeast portion of Area B-1. "County" means the County of Hennepin, Minnesota. "Developer" means The Rottlund Company, Inc., a Minnesota corporation, and its successors and assigns under this Agreement, except owner -occupants who purchase housing units from Developer. "Development Plans" means the plans, specifications, drawings, and related documents on all construction work to be performed by Developer on the Development Property, including all buildings, roads, driveways, walks, preliminary trails, retaining walls, parking and other improvements to be installed or constructed upon the Development Property pursuant to this 2 Kesowtion uu-u (con't.) EXHIBIT C I November 29, 1999 Agreement. 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), (iv) exterior materials, and (v) landscape and drainage plan (including preliminary pond plans). The Development Plans are attached as Exhibit D and are hereby approved. No changes, except those deemed minor by the HRA Director, shall be made to the Development Plans without prior written approval by the HRA. "Development Property" means that portion of Area B-1 legally described in attached Exhibit B, to be replatted as Lots 3-9 and Outlot A, P.U.D. No. 86, but excluding any existing improvements. "Event of Default" means an action by Developer listed in Section 10.1 of this Agreement. "First Morwape" 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 VIII of this Agreement. "Hazardous Substances", as used in this Agreement, means pollutants, contaminants, toxic or hazardous waste or any other substances, the removal of which is required or the use of which is restricted, prohibited, penalized or otherwise regulated by "Environmental Law," which term means any federal, state or local law or ordinance relating to pollution or the protection of the environment and includes, without limitation. asbestos, petroleum products and underground storage tanks. "Holder" means the owner of the First Mortgage. "HRA" means The Housing and Redevelopment Authority in and for the City of Golden Valley. "Improved Parcel" means the Development Property and the completed Improvements hereon. "Improvements" means 58 urban townhomes on the west portion of the Development Property and 74 stacked flats (condominiums) on the east portion of the Development Property, with parking that meets the City Zoning Code or P.U.D. requirements, plus all other improvements, including internal sidewalks, NURP ponding approved by the City Engineer that can accommodate all runoff from Area B-1, roads, driveways, walks, trails, landscaping, fixtures and equipment, to be constructed by Developer upon the Development Property pursuant to this Agreement, as such improvements are defined in the Development Plans, but not including tenant improvements. At least 15 of such urban townhomes shall qualify as affordable under Livable Communities purchase price guidelines of the Metropolitan Council in effect at the time of original sale of each such unit by Developer (currently $134,250). The Improvements shall also include a trail along Bassett Creek meeting MDOT Bikeway Design Manual standards and built to a seven -ton design with a width of at least 12 feet, or any lesser width approved by the City. All private roads and driveways shall be built to a 3 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 nine -ton standard approved by the City Engineer. All roads shall provide for parking on one side of the road and shall be at least 28 feet wide for two-way traffic and 24 feet wide for one-way traffic, measured from the back of the curbs. "Master Plan" means the plan prepared by Developer for the redevelopment of Area B-1, a copy of which is attached as Exhibit E. "Net Proceeds" means any proceeds paid by an insurer to Developer, the Holder of the First Mortgage, or the HRA under a policy or policies of insurance to be provided and maintained by Developer pursuant to Article VI of this Agreement and remaining after deducting all expenses (including reasonable fees and disbursements of counsel) incurred in the collection of such proceeds. "Owner -Occupant" means an individual who purchases a unit for occupancy by such individual or for lease to another individual who shall occupy such unit. "Parties" means the HRA and Developer. "Party" means either the HRA or Developer. "Plan" means the Valley Square Redevelopment Plan, adopted by the City and the HRA on July 10, 1978, and as amended through the date hereof. "Project" means the construction and operation of the Improvements by Developer on the Development Property pursuant to the terms of this Agreement. "Purchase Price" means the sum of $1,015,000. "Redevelopment Area" means the approximately 200 acres located in Golden Valley, Minnesota that are subject to the Plan. "State" means the State of Minnesota. "Tax Increment District" means the Redevelopment Area. "Tax Increment Financing Act" means the statutes located at Minnesota Statutes, Sections 469.174 through 469.179, inclusive, as amended. "Tax Official" means any City or County Assessor; County Auditor; County or State Board of Equalization; the Commissioner of Revenue of the State; or any State or Federal District Court, the Tax Court of the State or the State Supreme Court. "Unavoidable Delays" means actual delays 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, unusually severe or prolonged bad weather, acts of God, civil disturbances, accidents, fire or other casualty, shortage of labor or materials, injunctions, or other court or administrative orders. 4 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 ARTICLE I1. Representations and Warranties,• Master Plan Section 2.1. presentations and Warranties by 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; (b) The Redevelopment Area constitutes a Redevelopment Project pursuant to Minnesota Statutes, Section 469.002, and a Tax Increment District pursuant to Minnesota Statutes, Section 469.042 and is an "existing project" pursuant to Minnesota Statutes, Section 469.179; (c) The HRA has examined this Agreement, and has determined that its terms and provisions are in accordance with the objectives embodied in the Plan, and are in the best interests of the City and its residents; (d) The Project, as defined and described in this Agreement, is in conformance with the Plan; (e) The HRA is the fee owner of the Development Property; (f) There are no legal proceedings pending, or known to be threatened or contemplated, to which the HRA is a party, or to 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, or prevent or impair the HRA's ability to perform any covenants or obligations under this Agreement; (g) The HRA shall act in good faith and use reasonable efforts to obtain all consents and approvals required for the performance of its other obligations under 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.i, Section 2.2. Representations and Warranties by Developer. Developer represents and warrants that: (a) Developer is a Minnesota corporation duly organized and in good standing under the laws of the State. (b) Developer is not in violation of any provisions in its Articles of Incorporation or Bylaws, has power 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 Developer according to its terms. 5. Kesaution 99-13 (Con't.) EXHIBIT C November 29, 1999 (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, is prevented or limited by, or in conflict with or will result in a breach of, the terms, conditions or provisions of Developer's Articles of Incorporation or Bylaws, or any indenture, mortgage, agreement or instrument of whatever nature to which Developer 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 Developer is a party, or to which any property of 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 perform any covenants or obligations under this Agreement. (e) Developer has previously delivered to the HRA's representatives copies of its most recent audited financial statements, prepared in accordance with generally accepted accounting principles; since the date of such statements, there have been no changes in Developer's financial condition which would have a material adverse effect on Developer, or which would prevent or impair Developer's ability to perform any covenants or obligations under this Agreement. (f) 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 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. Section 2.3. Master Plan. The redevelopment of Area B-1 includes three separate parts. In addition to Developer's Project, the HRA is currently negotiating a Private Development Agreement with Common Bond for the development of rental townhomes on the northeast portion of Area B-1. The HRA is also currently negotiating a Private Development Agreement with Brookstone for the development of a retail/office facility and parking deck on the southeast portion of Area B-1. Execution or performance of such Private Development Agreements is not a precondition to Developer's obligations under this Agreement. The HRA expects that Developer's and Brookstone's projects will be developed first and at the same time, and that the Common Bond project will be developed after completion of the Brookstone project. The HRA also expects that some of the tenants in the buildings currently on the Brookstone parcel may be relocated to the buildings currently on the Common Bond parcel during construction of the Brookstone project. All of Area B-1 shall be included in a single, multi-party planned unit development, phased according to the construction schedules for the three projects.' Attached as Exhibit E is the Master Plan for the redevelopment of Area B-1, prepared by Developer, which addresses the following points: architecture, building materials, grading, ponding, construction plan, scheduling, streets, utilities, parking, landscaping, trails, park amenities, maintenance of improvements, and related items. The Master Plan also describes the C. mesoiunon vv --i j (L;on-t.) EXHIBIT C November 29, 1999 easements which shall be granted by the developers to each other and the City for ingress and 40 egress, utilities, drainage, parking, internal roads, and other matters. The Master Plan also describes any utility relocation required by the City on Area B-1. The Master Plan also states the percentage of the cost to be paid by each developer for any, improvements to adjoining public roads, and to construct the approved pond, trails and internal roads, provided that Developer shall pay the entire cost for the pond and trails if the City imposes no park dedication fees on the Project. The Master Plan is hereby approved by the HRA, and shall be submitted to the City for its approval. Developer shall use its best efforts to obtain City approval for the Master Plan as soon as practicable. After approval by the City, the Master Plan shall automatically be incorporated herein and made a part hereof. The Common Bond and Brookstone Private Development Agreements shall also incorporate the Master Plan after its approval by the City, and the Master Plan shall not be amended thereafter without the consent of Developer, the HRA, and the City, which consent by Developer or the HRA shall not be unreasonably withheld or delayed. If the HRA is not able to enter into a Private Development Agreement with either Common Bond or Brookstone (or both) which is consistent with the Master Plan and this Agreement, or if such agreements are entered into but either Common Bond and Brookstone (or both) fails to complete the improvements required under those agreements, Developer shall use its best efforts in cooperation with the HRA to find other developers who will agree to construct the same or substantially equivalent improvements. If the HRA and Developer are unable to find another developer within six months after any notice of termination for either or both of the Common Bond and Brookstone projects, as applicable, Developer shall agree, if requested by the HRA, to construct additional housing units on the affected parcels pursuant to a private development agreement with terms substantially the same as the terms contained herein. In that event, Developer shall purchase the affected parcels for a per housing unit amount that is the same as the per housing unit amount payable under this Agreement. ARTICLE III. Title_ and Other Matters Section 3.1. Marketable Title. Within 30 days after Developer's execution of this Agreement, the HRA shall furnish Developer with a commitment for the issuance of an owner's ALTA policy of title insurance with respect to the Development Property, 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 will not interfere with Developer's proposed development and use of the property; (d) The lien of current real estate taxes, if any; 7 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 (e) The rights of lienors and encumbrancers which the HRA shall terminate prior to the Closing Date; (f) Other restrictions, if any, expressly agreed to by Developer, including those restrictions and reversionary rights contained in this Agreement. The commitment shall include searches for bankruptcies; state and federal judgments; tax and other liens; and for all special assessments, levied, pending (approved by the City Council), 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 Purchase Price only, shall be paid by the HRA from the Deposit pursuant to Section 4.4. Any other title or policy costs, including the cost of any extended coverage, shall be paid by Developer. Developer shall be allowed 15 days from receipt of the commitment to make objections thereto, such objections to be made in writing or deemed waived. The HRA shall use reasonable efforts to cure any objections prior to the Closing Date, or the HRA shall obtain the agreement of the title insurance company prior to the Closing Date to insure over the objections. If the HRA fails to complete either of those actions prior to the Closing Date, and Developer does not waive such objections, then Developer shall have the right to terminate this Agreement by giving written notice thereof to the HRA. The Closing Date shall be extended for a reasonable period to the extent necessary for the HRA to cure the objections. iSection 3.2. Survey. The HRA 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, and also showing all easements of record or in use, all roads and encroachments, and any gaps or overlaps. Developer agrees to reimburse the HRA for one-half of the cost of the survey at the Closing. Section 3.3. Geotechnical and Environmental Analysis. The HRA has previously delivered to Developer copies of all written reports and analyses in its possession concerning the presence of Hazardous Substances known to be on, in or under the Development Property. The HRA has no actual knowledge of the existence of any Hazardous Substances on, in or under the Development Property except as described in such reports and analyses. Pursuant to an Access Agreement between the Parties, the HRA has also granted Developer access to the Development Property to perform a reasonably complete geotechnical and environmental analysis of the Development Property. Developer shall complete such analysis as soon as practicable. In the event Developer reasonably determines, based upon the results of the analysis, that construction of the Improvements is not practicable without material additional cost due to existing soil or groundwater conditions, or due to the presence of Hazardous Substances on the Development Property, Developer shall have the option of terminating this Agreement pursuant to Section 12.1(d). Any such termination must occur within 30 days after the execution of this Agreement, or the right to terminate shall lapse. Except as provided in the prior paragraph, the HRA makes no representation or warranty, express or implied, concerning the presence on, in or under the Development Property of any 8 ' `%-,OV1UU"J I VV- 10 <<.Un 1.) tAmibi I C .. November 29, 1999 Hazardous Substances, and the HRA disclaims any and all liability and responsibility to Is Developer in connection therewith. Section 3.4. Platting. Developer shall replat the Development Property as soon as practicable with the following legal description: Lots 3-9 and Outlot A, P.U.D. No. 86. Developer shall complete any additional surveying or platting required by the City in order for Developer to obtain P.U.D. approval from the City for construction of the Improvements. The completion of platting by Developer shall be a condition of closing. Section 3.5. P.U.D. Approval. Within 60 days following execution of this Agreement, Developer, at its sole cost and expense, shall apply to the City for P.U.D. approval for a single multi-party P.U.D. for the three projects included in the redevelopment of Area B-1, and shall use its best efforts to obtain such approval as soon as practicable. The P.U.D. shall be phased according to the construction schedules for the three projects. All three projects will be included in the preliminary plan approval. Separate general plan approvals may be provided for each of the projects, but the proposed schedule for all of the projects must be provided at the time of general plan approval for the first phase. Significant changes to any phase at the time of general plan approval may require reconsideration of the preliminary plan approval. Section 3.6. 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 to Developer a limited warranty deed in the form attached as Exhibit F for the entire Development Property. The Deed shall be subject to the restrictions, 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. The Deed shall contain a forfeiture clause providing for revesting of title to the Development Property in the HRA, subject to the rights of the Holder of a First Mortgage, upon the occurrence of an Event of Default (as defined in Section 10.1 hereof) and expiration of any period to cure such Event of Default provided in Section 10.2 hereof prior to issuance of the Certificate of Completion. Delivery of the Deed shall not cause termination of any provisions of this Agreement, except where expressly provided in this Agreement. All costs of the conveyance of the Development Property to 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 borne by Developer, except the State deed tax which shall be paid by the HRA. The HRA shall voluntarily take no actions to encumber title, or fail to take any action necessary to prevent encumbrance of title, between the date hereof and date of delivery of the Deed to Developer by the HRA pursuant to this Section. Also at the Closing, Developer shall grant a public easement to the City for a trail and linear park along Bassett Creek to be located within the existing creek maintenance easement, plus a public easement to the City for the required pond, plus all other easements to the City and/or Brookstone and CommonBond required by the Master Plan (the "Easements'). At least 30 days prior to the Closing Date, Developer shall deliver copies of the proposed easements to the HRA for its review and approval. 9 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 Also at the Closing, Developer and the City shall enter into an agreement providing for maintenance of the ponds, trails and internal roads on Area B-1, which agreement shall expressly be made binding on the homeowner associations created by Developer. Section 3.7. Recording. Developer shall cause the title insurance company to promptly file the Agreement, the Deed, and the Easements in the office of the Hennepin County Recorder. Developer shall pay all costs of recording, except the State deed tax which shall be paid by the HRA. Section 3.8. Real Estate Taxes and Special Assessments. The HRA shall pay all real estate taxes which are payable on the Development Property on or before the Closing Date. The HRA shall also pay in full all special assessments which are levied, pending or deferred on the Development Property as of the Closing Date. Except as provided herein, Developer shall pay all real estate taxes and special assessments which become payable on the Development Property after the Closing. Section 3.9. Use. From the Closing Date through December 31, 2010, Developer shall (a) operate and maintain the Improvements upon the Development Property in accordance with the terms of this Agreement, the Plan and all local, state and federal laws and regulations, (b) devote the Improved Parcel only to use as urban townhomes and stacked flats and related ancillary uses as specified in this Agreement, or such other 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. If the Plan is • subsequently amended in a material respect, such amendment shall not bind Developer or the Development Property without Developer's consent, which consent shall not be unreasonably withheld or delayed. To the extent that there are any conflicts between this Agreement and the Plan, the provisions of this Agreement shall govern, and the approval by the HRA of this Agreement shall constitute an amendment of the Plan. This section shall not apply to any Owner -Occupant who purchases a housing unit from Developer as permitted by this Agreement, or to Developer with respect to a particular housing unit after sale of such housing unit to an Owner -Occupant. Section 3.10. Condemnation. In the event that title to and possession of the building 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 December 31, 2010, Developer 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, subject to the rights of the Holder of a First Mortgage, Developer 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 building Improvements 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. This section shall not apply to any Owner -Occupant who purchases a housing unit from Developer as permitted by this Agreement, or to Developer with respect to a particular housing unit after sale of such housing unit to an Owner -Occupant. 10 nesoiuuon yy-i s (Coni.) EXHIBIT C November 29, 1999 ARTICLE IV. • Construction of Improvements Section 4.1. Construction of Improvements. 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 legal requirements. 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 that it will relocate utilities on Area B-1 when and as required by the City. The HRA shall reimburse Developer for out-of-pocket costs and expenses actually incurred by Developer for relocation of such utilities, after inspection and approval of such relocation by the City Engineer. All such expenses shall be documented by invoices or other billing statements and are limited to a maximum of $170,000. Within 60 days after execution of this Agreement, Developer shall submit final plans for design and construction of the trails and pond and relocation of utilities, which plans must be approved by the HRA prior to the Closing Date. The HRA staff shall review and approve such plans, or provide written objections to such plans, within 30 days of receipt. The Parties shall cooperate and use reasonable efforts to resolve any such objections as soon as practicable thereafter. During construction by Developer of the pond, Developer shall use its best efforts not to interfere with adjoining property owners and occupants. • Developer also agrees that it shall construct the storm sewer from the CommonBond parcel across the Brookstone parcel. The HRA shall reimburse Developer for out-of-pocket costs and expenses actually incurred by Developer to construct such storm sewer, after inspection and approval by the City Engineer. All such expenses shall be documented by invoices or other billing statements and are limited to a maximum of $25,000. Developer agrees to cooperate with the City to develop guidelines for home office use of the units as part of the P.U.D. approval process and to offer buyers of units the optionof enhanced lighting, communications, and electrical wiring for home office use. I Section 4.2. Commencement and Completion of Construction. Promptly after the Closing Date, Developer shall commence construction of the Improvements. Developer shall diligently prosecute construction of the Improvements to completion and shall complete construction of the Improvements in accordance with the following schedule: 11. Resolution 99-13 (Con't.) EXHIBIT C Completion Date Cumulative Number of Units . January 1, 2001 18 townhomes 16 stacked flats November 29, 1999 Cumulative Minimum Assessed Value $ 5,400,000 January 1, 2002 38 townhomes $13,960,000 48 stacked flats January 1, 2003 58 townhomes $21,440,000 74 stacked flats The times provided herein for commencement and completion 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 Developer on the Development Property shall be in substantial conformity with the Development Plans as submitted by Developer and approved by the HRA, and in compliance with all applicable laws and regulations. Subsequent to execution of this Agreement, and until certification of the Improvements 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 to the actual progress of Developer with respect to construction of the Improvements. Developer also agrees that designated representatives of the HRA may enter upon the Development Property during the construction of the Improvements to inspect such construction. The HRA shall reimburse Developer for the reasonable cost of any demolition of prior buildings required on the Development Property in accordance with the specifications attached as Exhibit G, provided the HRA approves the proposed demolition budget in advance, and provided Developer submits reasonably detailed bills and proof of payment together.with any request for reimbursement. Upon issuance of the Certificate of Completion for all units on Lots 5 and 6, the HRA shall reimburse Developer for out-of-pocket costs and expenses actually incurred by Developer after the Closing Date for soil correction on the Development Property reasonably required to permit construction of the Improvements, and approved in advance by the HRA. All such expenses shall be documented by invoices or other billing statements and are limited to a maximum of $356,000. The HRA shall reimburse Developer for out-of-pocket costs and expenses actually incurred by Developer to construct the pond retaining wall described in the Improvements, after inspection and approval by the City Engineer. All such expenses shall be documented by invoices or other billing statements and are limited to a maximum of $200,000. Section 4.3. Certificate of Completion. (a) Promptly after the City's issuance of a Certificate of Occupancy for the Improvements for each housing unit in the Development Property, the HRA will furnish • Developer with a Certificate of Completion for such unit and the common area that relates to such unit, in substantially the form set forth in Exhibit C attached hereto. Such 12 • Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 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 covenantsin this Agreement with respect to the obligations of Developer to construct the Improvements on such unit. Certificates of Completion shall be in recordable form. (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 Developer, provide Developer 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, oris 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. Section 4.4. Deposit and Reimbursement of HRA Expenses. Pursuant to a prior Reimbursement Agreement between the Parties which is hereby terminated, Developer has deposited $40,000 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 the Deposit shall accrue to the HRA. The Deposit shall be applied by the HRA for the payment of out-of-pocket expenses relating to this Agreement and paid or incurred by the HRA for environmental and geotechnical testing and consulting, financial analysis, title, and legal fees and expenses between January 1, 1999 and the earlier of (a) the Closing Date, or (b) the date of termination of this Agreement. At the 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 $30,000 to the Deposit, subject to a maximum contribution by Developer to the Deposit of $70,000. The HRA shall provide Developer with a reasonably detailed itemization for any amounts spent from the Deposit. Developer shall receive a credit against the Purchase Price on the Closing Date for any amount contributed by it to the Deposit. If this Agreement is terminated prior to the Closing Date for any reason other than a default by Developer, the HRA shall return to Developer any amount remaining in the Deposit in excess of any accrued expenses remaining to be paid. If this Agreement terminates prior to the Closing Date as the result of a default by Developer, Developer shall forfeit its right to the return of any funds from the Deposit. The HRH'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. Letter of Credit. On the date hereof, Developer has delivered to the HRA, at Developer's sole cost and expense, an irrevocable letter of credit in the amount of $700,000, in a form and issued by a bank previously approved by the HRA, which shall secure all of Developer's obligations under this Agreement. Any letter of credit provided under this Section shall provide for expiration in not less than one year. 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 which shall extend at least one year beyond the expiration date of the letter of credit then in effect or, if earlier, until a date which is 60 days beyond the contractor's written estimated date for completion of the Improvements, or Developer shall be in default 13 • Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 hereunder with no opportunity to cure and the HRA may immediately draw upon the letter of credit then in effect. Any letter of credit delivered under this Section shall guarantee completion of the Improvements by Developer in accordance with the Development Plans, and in accordance with Section 4.2. Any letter of credit provided under this Section shall permit the HRA to draw upon it for the full face amount thereof in the Event of Default as defined in Section 10.01 hereof (but only after the expiration of any period to cure provided in Section 10.2), or immediately in the event Developer fails to comply with any obligation stated in this Section with respect to the replacement letters of credit. Developer's obligation to maintain a letter of credit under this Section shall terminate on issuance of the Certificate of Completion to Developer for the final unit. Any letter of credit provided under this Section shall be returned to Developer in the event Developer terminates this Agreement pursuant to Section 12.1. The HRA's rights with respect to the letter of credit provided under this Section shall not limit any other remedy to 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 under the letter of credit. The amount of the letter of credit after the Closing may be reduced two times by a percentage of the original amount equal to the percentage by which the Improvements have been completed (based upon a total value of $21,440,000) upon Developer's delivery to the HRA of a certified statement by the contractor stating the percentage completed together with an updated title insurance commitment showing no liens or encumbrances against the Development Property other than those permitted herein. 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 payment of premiums on: (i) Builder's risk insurance, written on the so-called `Builder's Risk Completed Value Basis", in an amount equal to one hundred percent (100%) of the insurable value 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 $5,000,000 for each occurrence (to accomplish the above -required limits, an umbrella excess liability policy may be used). The interest of the HRA shall be 14 mesowtion vv -i ;j (Uon't.) EXHIBIT C November 29, 1999 protected in accordance with a clause in form and content satisfactory to the HRA; and (iii) Worker's compensation insurance, with statutory coverage. The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and substance reasonably satisfactory to the HRA and shall be placed with financially sound and reputable insurers licensed to transact business in the State. The policy of insurance required pursuant to clause (i) above shall contain an agreement of the insurer to give not less than thirty (3 0) days' advance written notice to the HRA and Developer in the event of cancellation of such policy or change affecting the coverage thereunder. (b) Upon completion of construction of the Improvements and until the earlier of (A) sale of a unit to the owner -occupant, or (B) December 31, 2010, Developer shall maintain, 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: (i) Insurance against loss and/or damage to the Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses, 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 90 percent of the full replacement cost of the Improvements, but any such policy may • have a deductible amount of not more than $25,000. 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 motorizedl,vehicles on or about the Development Property, in the minimum amount for each occurrence of $5,000,000. (iii) Worker's compensation insurance respecting all employees of Developer in amounts not less than the minimum required by statute. (c) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by Developer 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, Developer 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 provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to 15: Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 Developer and the HRA at least thirty (30) days before the cancellation or modification . becomes 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 umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Developer shall deposit with the HRA a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Improvements. (d) In the event the Improvements or any portion thereof is destroyed by fire or other casualty, then Developer shall within 180 days after such damage or destruction (or 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 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, Developer shall, subject to the rights of the Holder of a First Mortgage, apply the Net Proceeds of any insurance relating to such damage or destruction to the payment or reimbursement of the costs 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 to Developer, subject to the rights of the Holder of the First Mortgage. The HRA agrees to subordinate its rights under this paragraph to the Holder of a First • Mortgage, but only to the extent of amounts owing to the Holder under the First Mortgage. ARTICLE VI. Undertakings of the HRA Section 6.1. Sale of Development Property. As consideration for the purchase of the Development Property and construction of the Improvements by Developer, the HRA agrees to complete, subject to the provisions of Section 6.2 below, the following actions: (a) Sale of the Development Property to Developer pursuant to the Deed on the Closing Date; (b) Vacate Maren Lane if necessary; (c) Use reasonable efforts with the City so that the Improvements may constitute a permitted use under the zoning ordinance of the City; (d) Cooperate with the City and the State to obtain Livable Communities funds to enhance ponding in Area B-1; and (e) Any other actions required pursuant to an express. provision of this Agreement. Section 6.2. Limitations on Financial Undertakings of the HRA. The provisions of Section 6.1 of this Agreement notwithstanding, the HRA shall have no obligation to Developer 16 Kesolution 99-13 (Con't.) EXHIBIT C .. November 29, 1999 under this Agreement to take any action provided for in this Agreement except upon existence of • the following conditions: (a) Developer has satisfied all conditions precedent under this Agreement; (b) No Event of Default has occurred and is then continuing beyond the cure period provided in Section 9.2; (c) The HRA and Developer have received all necessary approvals from the City, the County Assessor 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. The Parties agree that the failure of the Closing to occur due to any of the above reasons shall not constitute an event of default by the HRA. Section 6.3. HRA's O tion to Terminate. This Agreement may be terminated by the HRA by written notice to Developer if the HRA is in compliance with all material terms of this Agreement and Closing has not occurred by June 1, 2000. Termination of this Agreement pursuant to this Section 6.3 shall not 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. ARTICLE VII. Mortgage Financing Section 7.1. Approval of Mortgage. Any First Mortgage on the Development Property prior to issuance of the Certificate of Completion for the final unit shall require the prior written approval of the HRA's Director. Developer 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 HRH'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 to 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 construction or completion of the Improvements while in possession of the Development Property pursuant to the foreclosure, or conveyance by Developer to the Holder in lieu of foreclosure, except upon express assumption of such obligation as provided in Section 7.3, 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 IT November 29, 1999 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 Developer, and such parry shall not be entitled to any additional rights or privileges granted a Holder hereunder. Section 7.2. Notice of Default,• Copy to Mortgagee. Whenever the HRA shall deliver any notice or demand to Developer with respect to any breach or default by 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 of any First Mortgage at the last address of such Holder shown in the records of the HRA. Section 7.3. Mortgagee's Option to Cure Defaults. After any breach or default referred to in Section 7.2 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 pursuant to Section 7.2 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 or the Plan. 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 7.2 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. If the Holder enters into an agreement assuming the obligations of Developer 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 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 of this Agreement. In addition to the assignments permitted pursuant to 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 of HRA, which consent shall not be unreasonably withheld or delayed. In exercising its judgment as to whether or not to grant such consent, the 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; provided that, after the Certificate of Completion has been issued, the experience of the proposed assignee shall no longer be a factor considered by the HRA as to whether or not grant such consent. In addition, the Holder may assign its interest at any time without the consent of the HRA to a 18 • tAhlbi I G November 29, 1999 person with a verifiable net worth in excess of $5,000,000.—Any such assignee shall agree in writing with the HRA, for 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. Section 7.4. HRA's Option to Cure Default on Mortgage. Any 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 under any Mortgage authorized pursuant to this Article VII, the mortgagee, within ten (10) days after it has declared or given notice to 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 actions required to cure the default. The HRA shall have the right to cure any such default with which occurs prior to issuance of the Certificate of Completion for the final unit. The HRA shall have a period 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 for the final unit, 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 Developer 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 U.S. Bank 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, subordinate to the lien of any First Mortgage. Section 7.5. Subordinate Liens. Until the Certificate of Completion for the final unit has been issued, Developer 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. Developer may, 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 Developer first posts a bond or provides other security to the HRA or to the Holder, or to an agent of the Holder, including, without limitation, a title insurance company, which the HRA reasonably determines is adequate to protect the interest of the HRA. ARTICLE VIII. Restrictions on Transfer.• Indemnification Section 8.1. Restrictions on Transfer. Until the Certificate of Completion for the final unit has been issued by the HRA, this Agreement and Developer's interest in the Development Property (or any part thereof) may not be sold, transferred or assigned by Developer without the prior written consent of the HRA, which consent may be granted or withheld by the HRA in its sole discretion. 19 mesoiuuon vv --i j (Lon -t.) EXHIBIT C November 29, 1999 After the Certificate of Completion for the final unit has been issued by the HRA, but prior to December 31, 2010, this Agreement and Developer's interest in the Development Property (or any part thereof) may be sold, transferred or assigned by Developer, provided that the purchaser, as of the date of such transfer, is reasonably determined by the HRA to be of sufficient financial condition, experience, and reputation to perform fully under this Agreement and the Assessment Agreement, and the purchaser first agrees in writing with the HRA, for himself, his heirs, representatives, successors and assigns, to be bound by the terms and conditions of this Agreement, the Deed, the Assessment Agreement, and the Plan, and not to sell, transfer, mortgage or otherwise assign any portion of the Development Property except as permitted herein. After the Certificate of Completion for the final unit has been issued by the HRA, but prior to December 31, 2010, this Agreement and Developer's interest in the Development Property (or any part thereof) also may be assigned without the consent of the HRA to a person with a verifiable net worth in excess of $5,000,000. In either event, Developer shall be released from any obligation or liability hereunder to the extent of the interest purchased. After the Certificate of Completion for the final unit has been issued by the HRA, but prior to December 31, 2010, this Agreement and Developer's interest in the Development Property (or any part thereof) may be sold, transferred or conveyed by Developer free of the foregoing conditions, but, in such event, Developer shall remain primarily liable for performance of the terms and conditions of this Agreement for the remainder of its term. The Parties agree that the terms and conditions hereof run with the land and shall be binding upon their successors and assigns. The Parties also agree that nothing contained in this Section 9.1 shall prohibit the sale of any units to Owner -Occupants by Developer, or resales of any units by their Owner -Occupants. Section 8.2. Indemnification. Developer hereby a to indemnify, p y rees g defend and hold harmless the HRA, and its officials, employees and agents, against any and all claims, demands, lawsuits, judgments, damages, penalties, costs and expenses, including reasonable attorneys' fees, arising out of any wrongful actions or omissions 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 continue indefinitely after the termination of this Agreement. ARTICLE IX. Events of Default Section 9.1 Events of Default 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, 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 December 31, 2010, failure by Developer to timely pay all real property taxes, assessments or other charges assessed with respect to any portion of the Development Property then owned by Developer. `41] Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 (c) Subject to Unavoidable Delays, and extensions agreed to by the Parties, failure by Developer to commence and complete construction of the Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement. (d) Until December 31, 2010, failure by Developer to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement with respect to any portion of the Development Property then owned by Developer. (e) Until the Certificate of Completion for the final unit has been issued, filing by Developer 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 Developer's property, or an assignment by Developer for the benefit of creditors. (f) Until the Certificate of Completion for the final unit 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 or 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 for the final unit has been issued, commencement by the Holder 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 for the final unit 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 isnot then in default and only after provision of 60 days' written notice which sets forth the nature of the default to Developer in the case of an Event of Default under Section 9.1(a), (b), (c), or (d), and then only 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 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 and of the Plan): (a) The HRA may suspend its performance under this Agreement until it receives assurances frons Developer, deemed adequate by the HRA, that Developer will cure its default and continue its performance under this Agreement. (b) . If the Event of Default occurs prior to the Closing Date, the HRA may cancel and rescind this Agreement. 21. Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 (c) If the Event of Default occurs after the Closing Date but prior to issuance of the Certificate of Completion for the final unit, the HRA may reenter and take possession of the portion of the Development Property which has not been sold to owner - occupants, revest title to that portion of the Development Property in the HRA, and exclude Developer from possession of that portion of the Development Property. The HRA shall thereupon use reasonable efforts and act in good faith to sell that portion of the Development Property at the best price reasonably obtainable (provided such sale is permitted by applicable law) and as soon as reasonably possible, such sale to be on such terms and conditions as the HRA deems reasonable and appropriate to satisfy the provisions of the Plana The HRA shall apply the proceeds of such sale first to reimburse the HRA for all costs, expenses, fees, charges and damages incurred by the HRA with respect to the Development Property (less any amount received by the HRA from any security provided by Developer and less the Purchase Price received by the HRA from Developer) including but not limited to acquisition costs, taxes, assessments, utility charges, payments made to discharge any encumbrances or liens, reasonable attorney's fees and expenses; second to the Holder of a First Mortgage to the extent of the unpaid mortgage with respect to the Development Property; third to reimburse Developer in an amount equal to the Purchase Price with respect to the Development Property, plus the amount of any security paid by Developer to the HRA, plus other reasonable acquisition and construction costs incurred by Developer in connection with the Project including architects' and engineers' expenses with respect to the Development Property; and the balance to be retained by the HRA. (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 Developer or under the Escrow Agreement or any other security provided by Developer. (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 security provided by Developer. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any 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 9.4. 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. 22 Resolution 99-13 (Con't.) EXHIBIT C November 29,1999 ARTICLE X. Additional Provisions Section 10.1. Equal Employment Opportunity. 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 employment 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 not 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 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 itis 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 Developer at 3065 Centre Pointe Drive, Roseville, Minnesota 55113, Attention: Executive Vice President, with copies to Jeffrey S. Johnson, Barna, Guzy & Steffen, Ltd., 200 Coon Rapids Boulevard, Suite 400, Coon Rapids, Minnesota 55433-5894. (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 LLP, 4000 U.S. Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402-4331. or at such other address with respect to either such Party as that Party may, from time 10, 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. Modification. If the HRA is requested by the Holder of a First Mortgage or 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 23 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 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 10.8. 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. Section 10.9. Duration. This Agreement shall be effective as of the date hereof and shall continue in full force and effect until the earlier of (a) the sale by Developer of the final housing unit to an owner -occupant, or (b) December 31, 2010, at which time the covenants, agreements and obligations of the Parties shall terminate, but without prejudice to any claim for Events of Default that occur before such termination. This Agreement shall survive the Closing Date and the HRA's delivery of any Deed to Developer. Section 10.10. Binding Effect. Subject to the provisions of Article X, this Agreement is binding upon, and shall inure to the benefit of, the successors and permitted assigns of the Parties. Section 10.11. Consents. Any consent or approval required of a Party under this Agreement shall not be unreasonably withheld 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. ARTICLE XI. Termination of Agreement Section 11. 1 . Developer's Options to Terminate. In addition to any other rights to terminate contained in this Agreement, this Agreement may be terminated by Developer by written notice to the HRA if Developer is in compliance with all material terms of this Agreement and no 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-compliance will be cured as soon as reasonably possible; (b) Closing has not occurred by June 1, 2000, unless extended by the Parties; (c) Subject to Section 2.2(f) and Section 2.3, 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; or 24 mesomuon uv -i6 (uon-t.) EXHIBIT C , November 29, 1999 (d) Subject to Section 3.3, if Developer reasonably determines that completion of the Project, is not feasible due to title defects or soil or environmental ! conditions. v 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 provided 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 action, claim or demand for damages suffered as a result of breach or default of the terms of this Agreement by the HRA. 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 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 :A Its And Its THE ROTTLUND COMPANY, INC. By Its 25 mesoiuuon vv -is (coni) EXHIBIT C November 29, 1999 STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,1999, by, and of THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, on behalf of the organization. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 1999, by of THE ROTTLUND COMPANY, INC., a Minnesota corporation, on behalf of the corporation. i Notary Public DRAFTED BY: Best & Flanagan LLP 4000 U.S. Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4331 43629 v. 3 (redlined by hand 11/19/99) Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT A LEGAL DESCRIPTION OF AREA B-1 Lots 1 and 2, Block 1 and Lots 1 and 2, Block 3, Valley Square 3rd Addition, Golden Valley, Hennepin County, Minnesota and Maren Lane extending from the west right-of-way line of Winnetka Avenue to the east right-of-way line of Golden Valley Road. • Kesolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT B LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY Outlot A: That part of Lot 2, Block 1, VALLEY SQUARE 3RD ADDITION, according to the recorded plat thereof, Hennepin County, Minnesota, described as commencing at the southeast corner of said Lot 2; thence on an assumed bearing of South 1 degree 06 minutes 02 seconds East, along the southerly extension of the east line of said Lot 2, a distance of 13.00 feet; thence South 88 degrees 53 minutes 58 seconds West a distance of 209.83 feet; thence North 32 degrees 48 minutes 03 seconds East a distance of 25.12 feet to the point of beginning of the parcel to be described; thence continuing North 32 degrees 48 minutes 03 seconds East a distance of 15.32 feet; thence North 0 degrees 03 minutes 37 seconds East a distance of 49.31 feet; thence northeasterly a distance of 24.75 feet, along a tangential curve concave to the southeast, having a radius of 30.00 feet and a central angle of 47 degrees 16 minutes 36 seconds; thence North 47 degrees 20 minutes 13 seconds East, tangent to said curve, a distance of 75.75 feet; thence northerly a distance of 29.36 feet, along a tangential curve concave to the northwest, having a radius of 35.00 feet and a central angle of 48 degrees 03 minutes 55 seconds; thence North 0 degrees 43 minutes 42 seconds West, tangent to the last described curve, a distance of 98.22 feet; thence South 40 degrees 20 minutes 25 seconds West a distance of 20.78 feet; thence South 53 degrees 06 minutes 53 seconds West a distance of 153.14 feet; thence South 63 degrees 50 minutes 16 seconds West a distance of 100.86 feet; thence South 56 degrees 26 minutes 05 seconds West a distance of 82.44 feet; thence South 23 degrees 56 minutes 13 seconds West a distance of 18.23 feet; thence South 1 degree 28 minutes 34 seconds East a distance of 33.19 feet; thence North 89 degrees 36 minutes 24 seconds East a distance of 107.25 feet; thence South 83 degrees 16 minutes 42 seconds East a distance of 111.47 feet to the point of beginning. Lot 3: Lot 1, Block 1, VALLEY SQUARE 3RD ADDITION, according to the recorded plat thereof, Hennepin County, Minnesota. AND That part of vacated Maren Lane as was dedicated in the plat of OLSEN MANOR, according to the recorded plat thereof, lying easterly of the southeasterly extension of the southwest line of Lot 2, said Block 1, and lying westerly of a line described as commencing at the southeast corner of said Lot 2; thence on an assumed bearing of South 1 degree 06 minutes 02 seconds East, along the southerly extension of the east line of said Lot 2, a distance of 13.00 feet; thence South 88 degrees 53 minutes 58 seconds West a distance of 209.83 feet to a point hereinafter referred to as Point "A"; • 28 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 thence North 32 degrees 48 minutes 03 seconds East a distance of 20.37 feet to the • north line of said vacated Maren Lane and the point of beginning of the line to be described; thence South 32 degrees 48 minutes 03 seconds West a distance of 20.37 feet to said Point "A"; thence South 88 degrees 53 minutes 58 seconds West a distance of 25.17 feet; thence South 1 degrees 06 minutes 02 seconds East a distance of 188.00 feet and said line there terminating. AND That part of Lot 1, Block 3, said VALLEY SQUARE 3RD ADDITION, lying westerly of a line described as commencing at said Point "A"; thence continuing South 88 degrees 53 minutes 58 seconds West a distance of 25.17 feet to the point of beginning of the line to be described; thence South 1 degree 06 minutes 02 seconds East a distance of 188.00 feet; thence North 88 degrees 53 minutes 58 seconds East a distance of 19.00 feet; thence South 1 degree 06 minutes 02 seconds East a distance of 149.36 feet to the south line of said Lot 1, Block 3, and said line there terminating. AND That part of Lot 2, said Block 1, lying westerly of a line described as commencing at said Point "A"; thence North 32 degrees 48 minutes 03 seconds East a distance of 25.12 feet to a point hereinafter referred to as Point "B"; thence continuing North 32 degrees 48 minutes 03 seconds East a distance of 15.32 feet; thence North 0 degrees 03 minutes 37 seconds East a distance of 49.31 feet; thence northeasterly a distance of 24.75 feet, along a tangential curve concave to the southeast, having a radius of 30.00 feet and a central angle of 47 degrees 16 minutes 36 seconds; thence North 47 degrees 20 minutes 13 seconds East, tangent to said curve, a distance of 75.75 feet; thence northerly a distance of 29.36 feet, along a tangential curve concave to the northwest, having a radius of 35.00 feet and a central angle of 48 degrees 03 minutes 55 seconds; thence North 0 degrees 43 minutes 42 seconds West, tangent to the last described curve, a distance of 98.22 feet to a point hereinafter referred to as Point "C"; thence continuing North 0 degrees 43 minutes 42 seconds West a distance of 81.72 feet to the northerly line of said Lot 2 and the point of beginning of the line to be described; thence South 0 degrees 43 minutes 42 seconds Bast a distance of 81.72 feet to said Point "C"; thence South 40 degrees 20 minutes 25 seconds West a distance of 20.78 feet; thence South 53 degrees 06 minutes 53 seconds West a distance of 153.14�feet; thence South 63 degrees 50 minutes 16 seconds West a distance of 100.86 feet; thence, South 56 degrees 26 minutes 05 seconds West a distance of 82.44 feet; thence South 23 degrees 56 minutes 13 seconds West a distance of 18.23 feet; thence South 1 degree 28 minutes 34 seconds East a distance of 33.19 feet; thence North 89 degrees 36 minutes 24 seconds East a distance of 107.25 feet; thence South 83 degrees 16 minutes 42 seconds East a distance of 111.47 feet to said Point "B"; thence South 32 degrees 48 minutes 03 seconds West a distance of 25.12 feet to said Point "A" and said line there terminating. 28-1 rcesoiuuion vu -i3 ((;on't.) EXHIBIT C November 29, 1999 EXHIBIT C i CERTIFICATE OF COMPLETION THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate (the "HRA"), and The Rottlund Company, Inc., a Minnesota corporation ("Developer"), previously entered into the Rottlund Company Private Development Agreement (the "Agreement"), recorded in the Office of the Registrar of Titles in and for the County of Hennepin and State of Minnesota, as Document Number for the following described property: ' Section 4.2 of the Agreement contains covenants requiring completion of the construction of the improvements. It is hereby certified that all of the covenants in the Agreement requiring completion of the construction of the improvements have been duly and fully performed by Developer as of the date hereof and that the rights and remedies of the HRA for breach of such covenants are hereby released absolutely and forever insofar as they apply to the property described above. The Registrar of Titles in and for the County of Hennepin and State of Minnesota is hereby authorized to accept for recording and to record the filling of this instrument. This instrument shall be conclusive determination of the satisfactory termination of the covenants of Section 4.2 of the Agreement requiring completion of the construction of the improvements. Notwithstanding the foregoing, the remaining covenants contained in the Agreement remain in full force and effect. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 199_, 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 LLP 4000 U.S. Bank Building 601 Second Avenue South Minneapolis, Minnesota 55402-4331 30 1 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 c ( WISCONSIN AVE.,,47 La fit A/ ail fit 144 1 PU /may. r r: . I .y�•. _ -� `=! �� / - it � i 1 r'- � - 18UNITS �dII r N 1 1 \ I• � I• ` \ � GOO � s 1 16 CA ' Z\ + O\� \.�'�'\ a'IaS •YiIN.aiw�J:1ic. �. 11 \ I `� 'Ali,, �•i o \ ! fib Il • \ ,, - - � r--\1 �.`'� � \ � ' 2 F3 0/10 m °e w _ 1 COMIAE00 RCIAI — r 5z $ • ' !WI NNETKAAVE� ti• ,y / , /� /% � . �/ i Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT D D-3 November 29, 1999 a O va W O _ —•� z z O ti cn �W C z H A W W 0 V � W z D-3 November 29, 1999 a O �� _ —•� W a 0 �W W W 0 W �, J 0 Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT D M D-4 November 29, 1999 Ot Va Res .i r� �Nrober 29, 1999 e' v cc�rJ_ Q' D-5 • • ution 99-13xcob,t.) t 1j .r X IBIT C HIBIT ti 29, 1999 z v, r•1 ; 0 a A Q Ca N H X IBIT C HIBIT ti 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT D -W- 0 November 29, 1999 7J Q D-7 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E MASTER PLAN To DEVELOPMENT AGREEMENTS*` WESLEY COMMONS GOLDEN VALLEY, MINNESOTA November 23, 1999 *Rottlund Company Private Development Agreement Brookstone-Vanman, L.L.C. Private Development Agreement CommonBond Communities Private Development Agreement November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E INDEX 1. Architecture 2. Building Materials 3. Grading 4. Ponding 5. Scheduling 6. Streets 7. Utilities Plan 8. Parking 9. Landscape Plan 10. Trails 11. Park Amenities November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E Architecture Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E ARCHITECTURE For sale residential: David Bernard Builders and Developers, a division of The Rottlund Company, Inc. David Bernard proposes to build 58 New Urban Townhomes consisting of three-story, multi -unit building clusters, with areas ranging between 1600 and 1800 square feet. The unique quality of these townhomes is their ability to produce densities of approximately 20 units per acre, while at the same time offering a private garage with direct access to the unit, a private front entrance and no unit stacked above another. In addition to the New Urban Townhomes, David Bernard proposes to build 74 Stacked Flats homes. The Stacked Flats consist of three-story, multi -unit building clusters, with areas ranging from 1400 to 1600 square feet. An advantageous characteristic of the Stacked Flats is the one level approach to living, which provides ease of accessibility for its owners. All units will have private entrances, and the added convenience of access to an elevator. Both the New Urban Townhomes and Stacked Flats will have their own Homeowners Association that will be responsible for the maintenance of all building exteriors, private drives and landscaping. Both housing types also incorporate underground parking with two parking stalls provided for each unit. See attached plans. Resolution 99-13 (Con't.) EXHIBIT' November 29, 1999 x EXHIBIT f I as 0 .. 'd- S.^"..i.'C':,:.': a3IA'� ....... I ss aYaa fig as a• �W 3 1 1 ♦♦ e � \ ♦ ! t �a I 1 g$ ♦ r OL I D 1 ' ; _-__- _ W 01 ' M m ---- \ -- 41- .a8 --- -- ---------- i 1 1 n--------� } ------------------------------- , 1 W 1 Ix I) , a ------------ co 0)2 it CC u , t C!S :i a..3.•.Y iv'^.30.^SSA R ! g 1 ( s a mow, A3!-.'. Resolution 99-13 (Coni.) I EXHIBIT C November 29, '19 3 a: EXHIBIT E.. _ _ _ - 1 I 1 3AY V 3NNIM1 wa Zz C t -- ivloa3ldwoa ( :' 3 a cc a �\w o/%cc LU y• F O a \\ ly_-j j40 r 1 I � � �. � � � � � �• \`�, �\ \`--� i moo•' 1 \� ' � CP all, I ul CA. a •� I � N .� \ Ir ' d dpi - –��=-4' Vim': 'O : r� C=3='' 3 r�wtj r ' 'r .� \ _\3AY NISNooSIM N%. k �. ' �• ii 1 ' 1 ww • • Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E w � i Q Rl V .0 - z November 29, 1999 s D .a. W N MO W I z z o H L F-4 w � i Q Rl V .0 - z November 29, 1999 s D .a. N I W ILo zW W W W G N . � W G t �1 J Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E • November 29, 1999 bO O g Sii O � 1 • 0 esolution 99-13 C09 0 WBIT C X-IIBIT E Naber 29, 1999 • Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E 0 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E Family housing: CommonBond Communities CommonBond Communities proposes to develop 25 townhomes for families in a higher -density cluster producing densities of approximately 22 units per acre. The townhomes will be available in 2 and 3 bedroom, two story units, with exception of 1 one-story handicapped unit. The family housing building incorporates 44 underground parking stalls with direct access to the units. There will also be one double -stall garage at grade for the handicapped unit and four surface parking spaces (total of 50). All units are equipped with central gas heat, air conditioning, and hook-ups for washers and dryers. The building also integrates a Community room and Advantage Center, office space, and space for a maintenance work area and equipment storage. The family housing building will be managed by CommonBond Communities and their services. See attached plans. R2solution 99-13 (Con't.) EX IBiT C November 29, 1999 • W ti 1EX ISIT E 3U M 2 2 ' N' W ' IN,. Q y a a Z 0 O„ m m V` v p 2 Resolution 99-13 (Con't.) November 29, 1999 - . X fo, AzEll, y 1 w V V• 1 `^\ nt �c 1` • AZINA L�� Resolution 99-13 (Con't.) EXHIBIT C i Nlember 9, 19 EXHIBIT i 1 / � I If i If II Q Or v 00 M M 00 TA N _ N J q s Z `4\7 v w 3 VA �, w a i , h •� w w I , p 10 Recnhitinn QQ_1'A fr.nn't ) EXHIBIT ( jpvember 29, 999 EXHIBI tL M � O J �N L� - E)Q N C Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E Commercial: Brookstone Inc. The master plan for this project currently envisions a three- level, 37,000 square foot building. There will be 17,000 square feet of retail on the ground floor, 11.,000 square feet of multi -tenant office space on the second floor, and a lower level with 4,000 square feet of commercial and 5,000 square feet of storage/production space. The building is designed in a stepped fashion to allow for the use of interesting architectural details. See attached plans. Resolution 99-13 (Con'Y.) _ ' ::EXHIBIT C November 29, 1999 Q� .t -XI$.IBIT E � {t :ti1 511 ;� i. i 1. 9 0 Resolution 99-13 (Con't.) EXHIBI I1 oVem er TOT I:I ' i EXHIBIT 1 j I Q i,„ I � � I J w J � W Q O �IQ'I X J 8 I m I I© B N TOTAL zcJ N�I ii I � °'I do '-•• I I i mI m STAIRS III — TRASia� A V\IJ 1 s CCERVIGE I W N Y — _ X ISI � W In 2 a H } i STAIRS • v Resolution 99-13 (Con't.) o EXHIBIT C November 29, 1999 EXHIBIT E -.ev Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E i November 29, 1999 f 1 � Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E • Building Materials • November 29, 1999 9 0 0 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E BUILDING MATERIALS For sale residential: David Bernard Builders and DevelODers The materials used for the New Urban Townhomes and the Stacked Flats are maintenance free, including brick and vinyl lap siding. Family housing: CommonBond Communities The two-story, wood framed buildings will be finished in brick trim, maintenance free siding, and asphalt shingles. Commercial: Brooksione, Inc. The three-story, commercial structure at the corner of Golden Valley Road and Winnetka Avenue will be designed with the structural steel frame, wood truss roof, and pre -cast concrete floors, with a steel stud exterior. The building will be finished with brick and stucco materials, storefront glass, and aluminum detailing on the main level, and office window finishing on the second floor. To integrate into the adjacent residential, the roof will be a'; shingled, pitched structure. Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E Grading • 9 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E GRADING David Bernard Builders and Developers will undertake grading for the for -sale housing and commercial areas at one time. Grading is scheduled to begin in the spring of 2000. A temporary storm water detention pond will be completed prior to the start of any other work. Retaining walls along the creek will be completed in conjunction with the adjacent housing. The rental housing site will be rough -graded by the Dousing and Redevelopment Authority in conjunction with the demolition of the existing retail building (Tower Square) in the spring of 2001. David Bernard Builders and Developers will then complete the grading necessary for the construction of the permanent drainage retention pond. Grading will be done in accordance with Pioneer Engineering plans dated November 22, 1999. See attached. 0 Resolution 99-13 (Con't.)' EXHIBIT November 29; $99 . CV) _. _ .. . _..... _ EXHIBI -.:.. ..-� N 09 ol kkk � s x �► / .¢ s ! •� '* i • • • * V.' t ? \ \/�S 1'` mil` •` \ ,\ Q (Q 0 uj ii. - �j : '• a o 1111 � _ .� 6� - � - +-..``��� �——1— •� , Q W $$ / ;C•}y •• ' � j � % / I !! �\ Cil, \t+�--�t, �� t �• � � ! l � � / ' � fi'''r � B'� — _ l t .. � � �� i� . s . t 1 Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E • Ponding • G November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E PONDING Temporary ponding will take place on the site adjacent to rental housing area until the existing retail center (Tower Square) is demolished. The temporary ponding will be completed by April 30, 2000. No other construction will occur before the temporary pond is in place. A permanent pond, with retaining walls, will be constructed by June 15, 2001 following the demolition Of the retail center and rough grading of the site by the Housing and Redevelopment Authority. The ponding will meet or exceed the regulations of the Bassett Creek Watershed District. Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E • Scheduling • Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E SCHEDULING 10 For sale residential: David Bernard Builders and Developers A. Development agreement approval November 1999 B. City approvals and closings April 2000 C. Site Work April 2000 D. Temporary Pond Completed by April 30, 1999 E. Construction start May 2000 F. Models open September 2000 G. Completion of Streets and Trunk Utilities November 1, 2000 H. First closing on townhomes November 2000 I. Completion of Pond June 15, 2001 November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E J. Final closing on townhomes September 2002 n • November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E Commercial: Brookstone Inc. A. Development agreement approval November 1999 B. Preparation of final drawings for permit applications January/February 2000 C. City approvals and closing April 2000 D. Start of construction April/May 2000 E. Shell completion and first tenant move -in October/November 2000 r Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E Family housing: CommonBond Communities A. Development Agreement approved November 1999 B. Application for Housing Tax credits June 2000 C. Notification of selection October 2000 D. Preliminary City approvals March 2000 E. Financing and Final City approval February 2001 F. Loan closings/Land purchase/construction start June 2001 G. Construction completed February 2002 Resolution 99-13 (Con't.) • • 0 EXHIBIT C EXHIBIT E Streets November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E November 29, 1999 STREETS AND DRIVEWAYS All streets running throughout the development will be private. The driveways leading to the upper. and lower parking deck will be constructed and maintained by Brookstone and will be completed by November 1, 2000. All other streets and driveways, except for the CommonBond parcel, will be constructed by David Bernard Builders and Developers. Those designated as streets on the plan will be constructed by November 1, 2000. All driveways and parking areas will be constructed in conjunction with the adjacent buildings and will be completed prior to the issuance of a certificate of occupancy. Brookstone will provide access easements to David Bernard Builders and Developers and CommonBond Communities to their sites. These easements will require the owners to maintain and repair the facilities and provide for timely snow removal, with snow removed from the site if required to provide safe access. No snow storage will be allowed in the storm water detention pond. Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E 0 - Utilities Plan C] 0 Resolution 99-13 (Con't.) EXHIBIT C November 29, 9999 EXHIBIT E • UTILITIES David Bernard Builders and Developers will undertake the installation of trunk utilities for the for -sale. housing, rental housing, and commercial areas of the development. Trunk utilities include water, sanitary sewer, electricity, natural gas, and other essential services necessary for the development. These utilities will be located in a public Utility easement dedicated to the City of Golden Valley. Individual service connections for each parcel will be handled by the parties. The City of Golden Valley and the housing and Redevelopment Authority will have the ability to review utility specifications prior to the construction, inspect during construction and provide final acceptance of work completed. Trunk utilities will be installed following grading activities with installation complete by November of 2000. Utilities will be installed in accordance with preliminary Pioneer Engineering plans dated November 22, 1999. See attached. Resolution 99-13 (Con't. EXHIBIT C 29,19 EXHIBIT E„ r--�o•-'+ _ _ '_Z_� -3AY V)113NN1 0. IWO wo •• .. > _.� MYI�Y3IYM 7MwR � J c. w x Ir A ant Z s S = 1 W W + s • • • t I =� \ � I I wl �I I mOi p p a J � ° � � Yom. M \� �'� � •. �1• '� $ � � I I , I, '\ CL 40 \ •� js � �� m o R � i b. OIL 0 \C==K=; I •1 r J 3 7 to o'coe'•I _._. e • \ FIs x \ 3" NISNOOSIM Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E • Parking • • Resolution 99-13 (Con't.) PARKING EXHIBIT C EXHIBIT E For sale residential: David Bernard Builders and Developers November 29, 1999 David Bernard Builders and Developers proposes a total of 132 units with 2 underground parking spaces provided for each unit, totaling 264 parking spaces. In addition to the parking provided underneath the buildings, there will be 2 off street parking bays including 17 parking spaces. An additional 27 parking spaces will also be available by way of on -street parking. Total parking spaces for the for sale residential portion will be 308. In addition, some overnight guest parking will be available in the commercial parking deck. Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E Family housing: CommonBond Communities 44 underground garage spaces will be provided along with one double -stall ground level garage for a handicapped accessible unit, and four surface parking spaces. The adjacent retail/office center will provide additional guest parking except from 11:30 am to 1:30 pm, Monday through Friday. This parking includes five parallel spaces adjacent to CommonBond and spaces in the upper and lower parking deck to the rear of the center. Parking on the east, north and south sides of the retail building are not included in the shared spaces. • Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E Commercial: Brookstone Inc. November 29, 1999 The parking for the commercial building will be in three separate areas: a. Surface parking in the front and sides of the building — 55 stalls (for retail customers) b. Surface parking beneath the deck at the rear of the building — 45 stalls (for employees and destination oriented customers, plus off peak usage by overnight guests of adjacent homeowners and renters) c. Parking on top of deck at the rear of the building 47 stalls (for overflow retail customer parking and some employee parking) Brookstone will build and maintain the parking deck (per section 4.2 of the Brookstone Private Development Agreement) and provide easements for use of the retail/office parking by for -sale and rental housing units except from 11:30 am to 1:30 pm, Monday through Friday. Parking to the east, north and south sides of the retail building are not included in the shared spaces. Resolution 99-13 (Con't.) • • EXHIBIT C EXHIBIT E Landscape Plan November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E LANDSCAPING A landscaping plan has been generated for the entire Master Plan development area, along with sample plans for each housing type. Individual building/unit plans will be generated in the future. In addition, we will coordinate all design plans with current streetscape efforts underway by the City and coordinate signage in all of the development parcels with each other and the City. See attached plan. • 9 W N I i 3 (Don't.) I� i�C Tt I 29, a 999 tcj UJ Q > Ili' m m It_' It.0t c I E/3 c� I i I {a 1 a � r a Winnelka Ave-nue I � - - r - -; • } ' 1 ! i�1 Tal � • . � � r \\` '• - � , �J Y ' � �-. .. .. � (� {{ iii ! {'� ; }� } ! -i1E' �r—•— -- — �� i -0 O { ! !1t : FE still l Is } NYl all a:' �;,Il i�ls�{�1.3jllj j }j•{ili��l•�i •� , •-�• ` � A� } ,, � .•�: ; lam, �.J - Cy 0 ! �• .: � � _ {ji iii ��Il� � i� uy s I � {� i?i'� �; � JI lilt I.1.1] I , �r�awy usubas, / i � l i / � � 1 , ! `fill � `. `•f���_��� K I _ / Resolution 99-13 (Con't.) EXHIBIT C EXHIBIT E • Trails • Ll November 29, 1999 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E 0 TRAILS/SIDEWALKS David Bernard Builders and Developers will build and maintain a trail along the south side of Bassett Creek that will have an easement for public use by non -motorized users (except for public safety and handicapped use). Easements from the David Bernard and CommonBond properties will be provided for the trail. Public sidewalks exist or will be built on the public streets surrounding the site (on Winnetka, Golden Valley Road and Wisconsin Avenue). The trail and private sidewalks related to each component will be constructed in conjunction with the construction of the adjacent buildings. 0 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 EXHIBIT E n U Park Amenities 9 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 • PARK AMENITIES The Valley Square development will incorporate many park amenities providing for its uniqueness.. The center of the development will accommodate a terminus icon which will serve as a community center to its residents along with benches. There will also be an open space between the parking ramp and for sale housing easterly most building that will serve as passive park and recreation area. This area will include a children's play area open to residents in the for -sale and rental units. CommonBond Communities will also have an on-site open area including playground equipment on the westerly side of their building open to residents of the for -sale and rental units. The park will be active and will include play equipment suitable for children. Brookstone, Inc. will also incorporate an outdoor terrace area at the corner of Golden Valley Road and Winnetka Avenue. 11 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 • EXHIBIT F 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 M. ("Grantor"), hereby grants, bargains and conveys to The Rottlund Company, Inc., a Minnesota corporation ("Grantee"), real property in Hennepin County, Minnesota, described as follows (the "Property"): 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 Valley Square Redevelopment Plan adopted by Grantor on July 10, 1978, as amended (the "Plan"), and any covenants, conditions, or restrictions contained in the Rottlund Company Private Development Agreement dated , 1999, between Grantor and Grantee (the "Agreement"). • Provided: 1. It is understood and agreed that this Deed is subject to the restrictions, reservations and encumbrances of record, if any, all building and zoning laws and ordinances, all other local, state and federal laws and regulations, and the covenants, conditions, restrictions and provisions of the Agreement. It is also understood and agreed 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 (as defined in the Agreement) in accordance with the Agreement, Grantor will furnish Grantee with a Certificate of Completion, 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, and the dates for the commencement and completion thereof. 2. If an "Event of Default" by Grantee, as defined in Section 9.1 of the Agreement, which is not cured within the period provided in Section 9.2 of the Agreement, exists prior to the recording of the Certificate of Completion, then Grantor shall have all of the rights and remedies specified in Section 9.2 of the Agreement. 3. Grantee hereby agrees to do the following: 33 Resolution 99-13 (Con't.) EXHIBIT C November 29, 1999 (a) Maintain insurance of such types and amounts as specified in Article VI of the Agreement; (b) Pay all real estate taxes and special assessments on the Property when due and not seek or cause a reduction in such taxes, except as permitted under the Agreement; (c) Devote the Property to only such uses as are permitted under the Agreement. The parties agree that the covenants contained in this Section shall terminate on the earlier of (a) the sale by Grantee of the final housing unit to an owner-occupant, or (b) December 31, 2010. 4. There shall be no discrimination in the use of the Property by Grantee on account of race, color, religion, sex, age, national origin, or political affiliation during the period that the Plan remains in effect. 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 also 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 '199—. i THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By Gloria Johnson Its Chair i By William S. Joynes Its .Director 34 . Kesowtion ug -1;3 (con't.) EXHIBIT C November 29, 1999 STATE OF MINNESOTA ) ) SS. i COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 199_, by Gloria Johnson and William S. Joynes, 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 DRAFTED BY: Best & Flanagan LLP 4000 U.S. Bank Building 601 Second Avenue South Minneapolis, Minnesota 55402-4331 • mesowuon vv -i 3 (coni.) EXHIBIT C November 29, 1999 EXHIBIT G DEMOLITION SPECIFICATIONS The professional wrecking by a licensed contractor of any buildings, structures, tanks or manmade objects. It consists of the removal of all hazardous/toxic waste materials from site (other than materials in the soil or groundwater) to a licensed landfill area (licensed in the disposal of toxic waste materials) prior to demolition work. All work shall be complete and include the capping or removal of existing utilities, except those to be relocated, and the wrecking and removal of all footings, foundations, floor slabs, subsurface tanks, buried utility lines sized in excess of 6" in diameter, steps, stoops, private sidewalks, site lighting poles, driveways and provide for a clean sand fill compacted to a minimum average of 100% of the modified Proctor density (AJTM D1557) with individual tests to have a minimum compaction of 98% of the modified Proctor density. The sand to be classified as a poorly graded sand (SP) or poorly graded sand with silt (SP -SM) with less than 12% passing the number 200 sieve and less than 50% passing the number 40 sieve. All piping, heating plants, fuel storage tanks, appliances and other debris shall be removed from site to a licensed landfill area. All work shall be performed in conjunction with State, City and/or local ordinances and reasonable restrictions. 436293 (redlined by hand 11/19/99) 0 36.