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03-11 HRA Resolution . . . Resolution 03-11 December 9, 2003 Commissioner Grayson introduced the following and moved its adoption: RESOLUTION APPROVING CONDITIONAL SALE OF CERTAIN REAL PROPERTY FOR A HOUSING DEVELOPMENT PURSUANT TO THE GOLDEN VALLEY HOUSING PROGRAM . (Golden Ridge Development) WHEREAS, pursuant to Minn. Stat. 9469.017 the Housing and Redevelopment Authority in and for the City of Golden Valley (hereinafter "HRA") adopted Resolution 99-3 on March 11, 1999, establishing a Housing Program for the City of Golden Valley (hereinafter "Housing Program"); and WHEREAS, Bullseye Development L.L.C. (hereinafter "Bullseye") has proposed a project consisting of eight market rate and eight Habitat for Humanity homes, which meets the needs as set for in the Housing Program; and, WHEREAS, this project requires the purchase of property from Hennepin County and its subsequent sale to Bullseye; "and WHEREAS, the Housing and Redevelopment Authority finds the proposed project a productive addition to the city's affordable housing stock; and VVHEREAS, the HRA has reviewed the terms of the proposal made by the Developer and they appear to be reasonable and within the overall guidelines for housing development; and WHEREAS, the use value of the real property contemplated by the Developer's proposal has been determined by the HRA; and, WHEREAS, pursuant to Minnesota Statutes 9 469.017 and 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 (hereinafter the "Subject Property") and has duly held said public hearing. NOW, THEREFORE, BElT RESOLVED, that the HRAdoes 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 99 469.017 and 469.029; and 2. This housing development project is necessary to alleviate a shortage of decent, safe, and sanitary housing for persons of low or moderate income and their families as such income is determined by the authority. 3. The use of the Subject Property proposed by the Developer is reasonably within the overall guidelines of the Housing Program established by the Housing and Redevelopment Authority; and . . . Resolution 03-11 - Continued December 9, 2003 square foot. 4. The use value of the Subject Property is hereby established as $2.30 per 5. In consideration of the restrictions on the sale and use of the Subject Property imposed by Minnesota Statute 99469.017 and 469.029 and the Golden Valley Housing Program, sale of the Subject Property to the developer at the abpve noted value is appropriate. BE IT FURTHER RESOLVED that: 1. The sale of the Subject Property to the Developer on the terms and conditions set forth in the development agree~ent attached hereto as Exhibit C is hereby approved;. and 2. The Chair and the Director of the HRA are hereby authorized to execute the necessary documents and close the sale of the Subject Property to the Developer pursuant to the terms and restrictions provided hereby; and 3. The Director of the HRA is hereby authorized and empowered to take all necessary steps to perform the obligations imposed on the HRA under the private development agreement; and ATTEST: ~12'~ Thomas . Burt, Di · r .- (.0_ Motion for the adoption of the foregoing resolution was seconded by Commissioner Johnson, and upon a vote taken thereon, the following voted in favor thereof: Grayson, Johnson, LeSuer and Tremere; and the following voted against the same: Loomis; the following was absent: none, whereupon said resolution was declared duly passed and adopted, signed by the Chair and his signature attested by the Director. . . . Resolution 03-11 (Con't) EXHIBIT A December 9,2003 NOTICE OF PUBLIC HEARING APPROVAL OF SALE OF REAL PROPERTY IN THE LAKEVIEW HEIGHTS ADDITION TO BULLSEYE DEVELOPMENT, L.L.C. FOR A HOUSING DEVELOPMENT PROJECT 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 Tuesday, November 11, 2003, at 7:00 p.m. and will then and there consider the proposed sale and terms thereof for the development of the property to be purchased from Hennepin County located in the Lakeview Heights Addition south of Earl Street and north of Naper St. where they intersect with Gettysburg Avenue North, to Bullseye Development L.L.C., for a housing development project pursuant to Minnesota Statutes Sections 469.017 and 469.029. The legal description of the property is as follows: All or portions of Lots1-23 of Block 9 and Lots 1-6, Block 8, plus associated vacated alleys and streets, of Lakeview Heights Addition . The proposal is to construct a 16 unit housing subdivision with trails and open space. All interested parties may appear in person or by counsel and be heard. BY THE HOUSING AND REDEVELOPMENT AUTHORITY IslThomas D. Burt, HRA Director , . . , . . , Resolution 03-11 EXHIBIT B December 9,2003 LEGAL DESCRIPTION FOR DEVELOPMENT PROPERTY Lots 2,3,4,5,6, 7, 8, 9,10, 11, 12, Block 9, "Lakeview Heights" Hennepin County, Minnesota, and adjoining vacated alleys,.as dedicated in said plat; Also, that part of Lots 13, 14, 15, Block 9 "Lakeview Heights" Hennepin County, Minnesota including adjoining vacated alley as dedicated in said plat, which lies easterly of the following described line "A": Commencing at a point on the south line of Lot 13, Block 9, "Lakeview Heights", Hennepin County, Minnesota, according to the duly recorded plat thereof, distant 392.56 feet westerly of the southeast comer of said Block 9, as measured along the south line of said Block 9; thence run northerly to the southwest comer of Lot 3, Block 8, said "Lakeview Heights", Hennepin County, Minnesota; thence run northeasterly along the northwesterly line of said Lot 3 to the northerly line of said Block 8 and there terminating. Also, that part of Lots 16 and 17, Block 9, "Lakeview Heights" Hennepin County, Minnesota, including adjoining vacated Fries Place and adjoining vacated alleys as dedicated in said plat, all of which easterly ofline "A" as described above; Also, all of Lots 1, 18and 19, Block 9, "Lakeview Heights", Hennepin County, Mi$esota, including adjoining vacated Fries Place, and adjoining vacated alleys as dedicated i~ said plat, all of which easterly ofline "A" as described above and southerly or the following deS1ribed line "B" : I Beginning at a point on the east line of Block 9, "Lakeview Heights", Hennerin County, Minnesota, distant 420.01 feet northerly of the southeast comer of said Bloc~ 9, as measured along the easterly line of said Block 9; thence run westerly to a Pront on the above described line "A", said point being 420.00 feet northerly of the begi ing ofline "A", as described below, and there said westerly line terminating. Also, that part of Lot 6, Block 8 "Lakeview Heights" Hennepin County, Minnesota ~ncluding adjoining Fries Place as dedicated in said plat, which lies easterly of Line "A" as de cribed above. Also, that part of Lot 5, Block 8 "Lakeview Heights" Hennepin County, Minnesota ncluding adjoining Fries Place as dedicated in said plat, which lies easterly of Line "A" as de cribed above and southerly of Line "B" as described above; To be replatted as Lot 3, Block 1, Lakeview Heights 2nd Addition, and Lots 1 throug 7 inclusive and 9 through 17 inclusive, Block I, Golden Ridge P.D.D. No. 79, Hennepin County, Minnesota. . . . Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 GOLDEN RIDGE DEVELOPMENT AGREEMENT THIS AGREEMENT, effective as of , 2003, 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 seq., with its principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"), and BULLSEYE DEVELOPMENT, LLC,a Minnesota limited liability company, with its principal office at 1920 Winnetka Avenue, Golden Valley, Minnesota 55427 ("Developer"). WHEREAS, the HRA has adopted a housing program by Resolution 99-3 on March 11, 1999; WHEREAS, the HRA is in the process of acquiring certain property from Hennepin County, which property the HRA intends to sell to a developer for the development of housing to meet its housing goals; and WHEREAS, the Developer wishes to acquire the Property to construct 16 housing units, 8 by conveying a portion of the property to Twin Cities Habitat for Humanity, a Minnesota non- profit ("Habitat'') which will construct 8 units under its affordable housing program and 8 units of market rate housing; 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 housing goals of the HRA; NOW, THEREFORE, in consideration ofthe foregoing, and in consideration ofthe mutual terms and conditions contained herein, the parties hereby agree as follows: Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 . TABLE OF CONTENTS Page . ARTICLE I Definitions 1 Section 1.1 Definitions 1 . ARTICLE II Representations and Warranties 2 Section 2.1 Representations and Warranties by the HRA 2 Section 2.2 Representations and Warranties by Developer 2 ARTICLE III Title and Other Matters 5 Section 3.1 Marketable Title 5 Section 3.2 Planning Approvals 6 Section 3.3 Platting and Subdivision 7 Section 3.4 Public hnprovements 7 Section 3.5 Closing 7 Section 3.6 Recording 8 Section 3.7 Real Estate Taxes and Special Assessments 8 Section 3.8 Use 8 Section 3.9 Condemnation 8 ARTICLE IV Approval of Development Plans and Construction ofhnprovements 8 Section 4.1 Approval of Development Plans 8 Section 4.2 Commencement and Completion ofPrivatehnprovements 9 Section 4.3 Certificate of Completion 9 Section 4.4 Deposit and Reimbursement of HRA Expenses 10 Section 4.5 Security . 10 ARTICLE V Insurance 11 Section 5.1 Insurance 11 ARTICLE VI Undertakings of the HRA 12 Section 6.1 Sale of Development Property 12 Section 6.2 Limitations on Undertakings of the HRA 13 Section 6.3 HRA's Option to Terminate 13 ARTICLE VII Mortgage Financing 13 Section 7.1 Approval of Mortgage 13 Section 7.2 Notice of Default; Copy to Mortgagee 14 Section 7.3 Mortgagee's Option to Cure Defaults 14 Section 7.4 HRA's Option to Cure Default on First Mortgage 15 ARTICLE VIII Restrictions on Transfer; Indemnification 16 Section 8.1 Restrictions on Transfer 16 Section 8.2 Indemnification 16 ARTICLE IX Events of Default 16 Section 9.1 Events of Default Defined 16 Section 9.2 Remedies on Default 17 Section 9.3 No Remedy Exclusive 18 Section 9.4 No Additional Waiver Implied by One Waiver 18 . 11 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 ARTICLE X Additional Provisions Section 10.1 Equal Employment Opportunity Section 10.2 Not for Speculation Section 10.3 Titles of Articles and Sections Section 10.4 Notices and Demands Section 10.5 Counterparts Section 10.6 Modification Section 10.7 Interpretation and Amendment Section 10.8 Severability Section 10.9 Duration Section 10.10 Binding Effect Section 10.11 Consents Section 10.12 Certificates Section 10.13 No Additional Wavier Implied by One Waiver ARTICLE XI Termination of Agreement by Developer Section 11.1 Developer's Options to Terminate Section 11.2 Effect of Termination Section 11.3 Developer's Remedies on Default by HRA Section 11.4 No Remedy Exclusive 19 19 19 19 20 20 20 20 20 20 20 20 20 21 21 21 22 22 22 111 . . . Resolution 03-11 (Can't.) Exhibits: A B C D B-1 E-2 EXHIBIT C December 9,2003 LegalDescription for Development Property Certificate of Completion Preliminary Plans Limited Warranty Deed Petition for Public Improvements and Waiver of Objections Thereto by Bullseye Development LLC Petition for Public Improvements and Waiver of Objections Thereto by Twin Cities Habitat for Humanity IV . . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 ARTICLE I Definitions Section 1.1 Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Golden Ridge Development Agreement by and between The Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota, and BullseyeDevelopment LLC, a Minnesota limited liability company, as the same may be from time to time modified, amended or supplemented. "Certificate of Completion" means the certification for the Development Property, in the form of the certificate contained in Exhibit B 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 the Development Property. "City" means the City of Golden Valley, Minnesota. "Closing Date" or "Closing" means the date upon which the HRA conveys the Development Property to Developer, which shall be on or about April 30, 2004, which date shall be scheduled by the HRA in its sole discretion.. "County" means the County of Henriepin, Minnesota. "Developer" means Bullseye Development, LLC, a Minnesota limited liability company, and its successors and assigns under this Agreement. "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 on-site improvements to be performed, installed or constructed upon the Development Property pursuant to this 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) and exterior materials; and (iv) landscape plan; and shall also include adequate plans, drawings and specifications relating to all driveways, walks, parking, and other improvements to be constructed upon the Development Property by Developer. Such plans shall also include the plans, drawings and specifications for the drainage system for the Development Property, and the drainage pond to be constructed partially on the Development Property. The Development Plans shall comply with all applicable City requirements and other applicable laws and regulations. "Development Propertv" means the property which will be sold to Developer pursuant to this agreement. 1 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 "Event of Default" means an action by Developer listed in Section 9.1 of this Agreement. "First Mortgage" means any first pnQrity 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 hnprovements constructed thereon, and which is a permitted encumbrance pursuant to the provisions of Article VII of this Agreement. "Holder" means the owner of the First Mortgage. "Improved Parcel" means the Development Property and the completed Improvements hereon. "Improvements" means 16 units of housing: 8 Habitat affordable units and 8 market rate units, substantially consistent with the Preliminary Plans attached as Exhibit C, a drainage pond that meets aU applicable laws and regulations and all other improvements, including 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. The Improvements shall have a construction cost of approximately $1,800,000.00 upon completion. "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 V of this Agreement and remaining after deducting all expenses (including reasonable fees and disbursements of counsel) incurred in the collection of such proceeds. "Parties" means the HRA and Developer. "Party" means either the HRA or Developer. "Preliminary Plans" means the preliminary development plans submitted by Developer for the Development Property and the Improvements, including an architect's rendering of the design of the buildings and specifications for the exterior materials. The Preliminary Plans are attached as Exhibit C and hereby approved. "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 $2.30 per square foot for each square foot of the Development Property. "State" means the State ofMinllesota. 2 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 "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, injunctions, or other court or administrative orders. ARTICLE II Representations and Warranties Section 2.1 Representations and Warranties by the HRA. TheHRA represents and warrants that: (a) The HRA has the power to enter into this Agreement and carry out its obligations hereunder. (b) 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 arein the best interests of the City and its residents. (c) The Project, as defined and described in this Agreement, is in conformance with the HRA's housing goals. (d) There are no legal proceedings pending, or known to be threatened or contemplated, to which theHRA is a party, or to which any property of the BRA 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. (e) The HRA shall act in good faith and use reasonable efforts to obtain all consents and approvals required for the performance of its obligations under this Agreement. (f) The HRA is not aware of any eminent domain or condemnation proceedings pending or known to be threatened affecting any portion of the Development Property. The above representations and warranties are true and complete as of the date hereof, shall be true and complete as of the Closing Date, and shall survive the Closing Date. Section 2.2 Representations and Warranties bv Developer. Developer represents and warrants that: (a) Developer is a Minnesota limited liability company duly organized and in good standing under the laws of Minnesota. 3 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 (b) Developer is not in violation of any provisions in its organizational documents, 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. (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 organizational documents, 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 ofthe 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 unaudited balance sheet and income statement for 2003 to the approximate date hereof. Such financial statements are materially true and complete, and there have been no material adverse changes in Deve'loper's financial condition since the date of such statements. (f) Developer has, or will have, the financial ability to perform its obligations under this agreement. (g) Developer shall act in good faith and use its best efforts to obtain all consents and approvals required for construction of the Improvements, and Developer shall comply with all reasonable requirements imposed as conditions for such consents' and approvals even if such requirements involve changes to the Preliminary Plans or I?evelopment 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. 4 . . Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 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 1992 Form ALTA policy oftitle insurance with respect to the Development Property (the "Commitment"), issued by Old Republic Title Insurance Company (the "Title Company"), showing marketable title in theHRA 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; (e) The rights of fee owners, lienors and encumbrancers which th terminate on or before Closing Date; (f) Other restrictions, if any, expressly agreed to by Developer, i cluding the restrictions contained' in this Agreement. The Commitment shall include searches for bankruptcies; state and federal j dgments; tax, DCC and other liens; and for all special assessments, levied, pendip.g (approved ythe 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 i clude copies of all documents referred to therein. The Commitment shall be updated by the through the Closing Date. The cost and expense of the Commitment and the title policy, based pon the Purchase Price only, shall be paid by the HRA from the Deposit pursuant to Section .4. Any other title or policy costs, including the cost of any extended coverage, shall be paid by Developer. Developer shall obtain a current as-built survey of the Development Propert (the "Survey") certified to Developer, Developer's lender and the Title Company, showi g the location of all improvements; showing all easements, roads, driveways, and identi ng the same by recording information; showing all applicable setback lines; showing any encroa hments and otherwise meeting ALTA standards. The Survey shall also include a flood plain an wetland certification by the surveyor certifying the absence of the same from any portion of the . Development Property. 5 Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 . Developer shall be allowed 60 days from receipt of the Commitment and Survey to make objections thereto, such objections to be made in writing or deemed waived. The HRA shall have 60 days from receipt of any objections to cure any objections, or the HRA shall obtain the agreement of the title insurance company within such 60-day period to insure over the objections in a manner agreeable to Developer in its reasonable discretion. If the HRA fails to complete either ofthose actions within such 60-day period, 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. Subject to Developer's right to terminate under this paragraph, the Closing Date shall be extended for a reasonable period to the extent necessary for the HRA to cure the objections. The condition of the title shall permit the construction, use and maintenance of the Development Property in a manner consistent with the Plan. Section 3.2 Planning Approvals. Within 45 days after the date of this Agreement, Developer, at its sole cost and expense, shall apply to the City for approval ofa P.D.D. for the Development Property based on the Preliminary Plans. Developer shall use its best efforts to obtain such approvals as soon as practicable. If Developer is unable to obtain such approvals by June30, 2004, after using its best efforts, Developer may terminate this Agreement by written notice to the BRA, and shall be returned any funds remaining in the Deposit described in Section 4.4 in excess of accrued expenses, and any security provided under Section 4.5. . Developer acknowledges and agrees that a part of its planning approvals with the City will be the requirement that it create a town home association for maintenance of common elements, requirements that the units be constructed of similar materials and have the same or at least compatible colors and that the duplexes, if any be created, conform to all Minnesota Statutes and City requirements. . The HRA has advised Developer that environmental reports have been filed with the MPCA forthe Development Property as a result of environmental contamination of the Property from previous uses. The parties acknowledge and agree that such reports disclose the presence of pollutants and/or contaminants on the Development Property and/or in the groundwater. The HRA shall also furnish Developer with copies of any legal notices it receives relating to the environmental condition of the Development Property prior to the Closing Date. Developer, at its sole cost and expense, has obtained such reports, investigations and analysis of the environmental and geotechnical condition of the Development Property as it deems necessary. Developer is acquiring the Development Property "AS IS" and is taking its own risk as to contamination thereof. . Subject to the foregoing paragraphs, the HRA makes no representation or warranty, express or implied, concerning the presence on, in or under the Development Property of any toxic waste, hazardous substances, or other pollution or contamination ("Hazardous Substances"). The HRA disclaims any and all warranty, liability or responsibility to Developer in connection with the presence of any Hazardous Substances on, in or under the Development property or the ground water. Developer accepts the Development Property "as is" with respect to Hazardous Substances. 6 Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 . Section 3.3 Platting and Subdivision. As a part of its obligation to obtain planning approvals, Developer, at its. sole cost and expense, shall apply to the City for subdivision and platting approval separating the development property from adjacent property owned by Hennepin County and eventually platting the development property into a 16 unit. subdivision (two single family lots and 14 duplex -- common wall lots). . Section 3.4 Public Improvements. When Developer files the preliminary planPUD application with the City, it shall undertake the public improvements for the project by petitioning the City under Minn. Stat. Chap. 429 as a special assessment project and waive any objection or appeal of the assessment for the public improvements. Developer acknowledges that the public improvements include, but are not limited to the following: construction of a public street, curb and gutter, provision of water and sanitary sewer improvements in the street right-of-way, storm sewer, sidewalks and trails, preliminary grading of the site, relocation of the Hennepin County fence currently on the project as well as attorney fees, administrative fees and inspection costs all attributable to such public improvements. The assessments for each lot will be paid when due by installment or at the time the lots are sold or otherwise transferred to owner occupants, whichever is earlier. Developer is responsible for other improvements including but not limited to final grading and compaction, retaining walls, individual services which connect to the public water and sewer systems located in the right-of-way, tree replacement and similar improvements. The Developer hereby guarantees payment to the City or HRA,. as the case may be, for all such improvements undertaken by either public body. Developer and Habitat hereby shall petition the City for such public improvements referenced above and waive any rights to object or appeal the assessments as set forth on Exhibits E-1 and E-2 attached hereto. Section 3.5 Closing. Except to the extent previously paid under Section 4.5 hereof, 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 D for the 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 federallaws and regulations, the terms and conditions of this Agreement, and such other encumbrances as the HRA and Developer shall mutually agree, including but not limited to those described in Section 3. L 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 ofthe 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 that the HRA shall pay its ownJegal fees. TheHRA shall voluntarily take no actions to encumber title, or fail to take any action necessary to prevent encumbrance oftitle, between the date hereof and date of delivery of the Deed to Developer by the HRA pursuant to this Section. 7 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 All parties understand and acknowledge that the performance of the Developer and its duty to acquire title to the Development Property at Closing is expressly contingent on Developer's receipt of all necessary consents. and approvals necessary for construction of the Improvements. This provision may be waived only in writing by the Developer in its sole discretion. Section 3.6 Recording. Developer shall cause the title insurance company to promptly file the Agreement and the Deed in the office of the Hennepin County Recorder. Developer shall pay all costs of recording, including the State deed tax. Section 3.7 Real Estate Taxes and Special Assessments. The HRA shallpay all real estate taxes, and special assessments payable therewith, which are payable on the Development Property on or before the Closing Date. Developer shall pay all real estate taxes and special assessments which become payable after the Closing Date on the Development Property. Section 3.8 Use. Developer shall (a) operate and maintain the Improvenients upon the Development Property in accordance with the terms of this Agreement and. all local, state and federal laws and regulations, (b) devote the Improved Parcel only to the uses permitted under Agreement, or such other uses as may be agreed to by the City and the HRA, and (c) not unlawfully disEriminate in the use of the Development Property on account of race, color, religion, sex, age, national origin, or political affiliation. Section 3.9 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, Developer shall, with reasonable promptness a~er such taking, notify the BRA as to the nature and extent of such taking. Upon receipt of any c~ndemnation award, subject to the rights of the Holder ofa First Mortgage, Developer shall use e entire condemnation award first to pay the reasonable costs and expenses of such taking, incl ding but not limited to reasonable attorneys' fees and appraisers' fees, and second to ree nstruct the building Improvements to the extent practicable (or, in the event only a p of the building Improvements have been taken, then to reconstruct such part) upon the Develop ent Property. ARTICLE IV Approval of Development Plans and Construction of Improvements Section 4.1 Approval of Development Plans. Developer agrees to submit to the HRA, as soon as practicable after having received preliminary planning approvals from the City, the Development Plans for the Improvements. The Development Plans shall take into consideration the modifications requested by the City Council and its Planning Commission and provide for the construction of the Improvements pursuant to the terms and conditions of this Agreement. The HRA may require changes in the Development Plans consistent with this Agreement. and the Plan in its reasonable discretion prior to approving the Development Plans. If Developer desires 8 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 to make any material changein the Development Plans after their approval by the HRA, Developer shall submit the proposed change to the HRA for its approval, which approval maybe granted by the BRA in its sole discretion. Section 4.2 Commencement and Completion of Private Improvements. After the development plans have been approved by the HRA, Developer shall commence construction of the Improvements within 90 days after City completion ofthe public improvements referenced in Section 3.4 hereof and receipt of authorization to proceed from the City. Developer shall diligently prosecute construction of the Improvements to completion and shall complete construction within 36 months after commencement of construction. The times provided herein for commencement and completion of construction shall also be extended to the extent of any Unavoidable Delays. Developer agrees that it will construct the Improvements on the Development Property in substantial conformance with the approved Development Plans for the Improvements and in conformance with all applicable laws, regulations and ordinances. Developer agrees that the scope and scale oftheImprovements to be constructed shall not be significantly less than the scope and scale of the Improvements as detailed and outlined in the Development Plans. Subsequent to execution of this Agreement, and until issuance of the Certificate of Completion pursuant to Section 4.3, Developer shall make reports to the HRA, in such detail and at such times as may reasonably be requested by the HRA, as 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, ina manner that will not unreasonably interfere with construction of the Improvements. Section 4.3 Certificate of Completion. (a) Promptly after the City's issuance of a Certificate of Occupancy for the Improvements for a particular housing unit in the Development Property, the HRA will furnish Developer with a Certificate of Completion for such unit, in substantially the form set forth in Exhibit B attached hereto. With respect to such unit, such Certificate of Completion shall be (and it shall be so provided in the Certificate of Completion itself) a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of Developer, and this Agreement shall automatically terminate, except for those provisions which by their terms are clearly intended to survive termination. The Certificate of Completion shall be in recordable form. (b) The HRA shall use reasonable efforts to provide each Certificate of Completion as soon as practicable and the HRA agrees that it will not unreasonably withhold issuance of the Certificate of Completion. The HRA may refuse to provide such Certificate of Completion only in the event that Developer is in material default of a material provision of this Agreement or ifthe City has not issued a Certificate of 9 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 . Occupancy. If the HRA shall refuse or fail to provide the 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, or is otherwise in default under the terms of this Agreement, and what measures or acts will be necessary, in the opinion of the HRA, for Developer to take or perfoIll1 in order to obtain such Certificate of Completion. Section 4.4 Deoosit and Reimbursement ofHRA Exoenses. Pursuant to a Reimbursement Agreement between the HRA and Developer, $30,000 has been deposited with the HRA for.the reimbursement of certain out-of-pocket expenses incurred by the HRA in connection with the Project (the "Deposit"). The HRAshall 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 surveying, environmental, title, legal and other out-of-pocket expenses relating to this Agreement and paid or incurred by the HRA between July 1, 2003 and the earlier of (a) the Closing Date, or (b) the date oftermination of this Agreement. Each time the amount of the Deposit is reduced to $5,000 or less, the HRA shall give Developer written notice, and Developer shall immediately contribute an additional $10,000 to the Deposit. The HRA shall provide Developer with a reasonably detailed itemization for any amounts spent from 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 HRA's rights under this Section 4.4 shall not limit any other remedy to which. it is entitled under this Agreement or at law or equity due to an Event of Default by Developer, except to the extent that the HRA's damages are reduced by any amounts received under this Section 4.4. Section 4.5 Security. At least one week prior to the City Council's consideration of P.D.D. General Plan Approval for the project, Developer shall deliver to the HRA, at Developer's sole cost and expense, (a) certified or guaranteed funds in the amount of the Purchase Price (approximately $380,000), which will be used by the HRA to acquire the property, and (b) an irrevocable letter of credit in the amount of $100,000, issued by a reputable bank and ina form previously approved by the HRA, which shall secure all of Developer's obligations under this Agreement. The initial letter of credit provided under this Section shall provide for expiration in not less than one year from date of issue. After 50% of the Improvements are completed the letter of credit required herein may be reduced to $50,000.00. At least 30 days prior to the expiration of any letter of credit provided under this Section, Developer shall provide the HRA with a replacement letter of credit that shall continue for not less than one year or, if earlier, until 30 days after the expected completion date. If Developer fails to deliver any letter of credit or replacement letter of credit or fails to close on Closing Date, Developer shall be in default hereunder with no opportunity to cure and. the HRA may immediately draw upon any letter of credit then in effect. 10 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 Any letter of credit provided under this Section shall permit the BRA to draw upon it for the full face amount thereof in the Event of Default as defined in Section 9.1 hereof (but only after the expiration of any period to cure provided in Section 9.2), or immediately in the event Developer fails (1) to close on Closing Date or (2) to comply with any obligation stated inthis 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 Certificates of Completion for all units or parcels. The BRA'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 BRA's damages are reduced by its recovery under the letter of credit. 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 BRA, furnish the BRA 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 naIl risk" form of policy; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractua1liability insurance) together with an. Owner's and Contractor's Protective Policy with limits against bodily injury and property damage ofnotless 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 BRA shall be protected in accordance with a clause in fOIlll and content satisfactory to the BRA; and (iii) Worker's compensation insurance, with statutory coverage. (b) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by Developer which are authorized under the laws ofthe 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 BRA a certificate or 11 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 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 sh~ll not cancel or modify it without giving written notice to Developer and the BRA 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 BRA 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. (c) .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 BRA's reasonable satisfaction), commence physical repair and reconstruction of 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 ofthe 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. ARTICLE VI Undertakings of the HRA Section 6.1 Sale of Development Property. As consideration for the purchase of the Development Property and the construction of the Improvements by Developer on the Development Property, the HRA agrees to complete, subject to the provisions of Section 6.2 below, the following actions: (a) Sale ofthe Development Property to Developer pursuant to the Deed on the Closing Date; (b) Use reasonable efforts with the City so that the Improvements may constitute a permitted use under the zoning ordinance of the City; and (c) Agreement. Any other actions required pursuant to an express provision of this 12 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 Section 6.2 Limitations on Undertakings of the HRA. The provisions. of Section 6.1 of this Agreement notwithstanding, the HRA shall have no obligation to Developer 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 and other authorities to implement this Agreement and to permit Developer to construct, use and maintain the Improvements as contemplated by this Agreement; and (d) .. The HRA has acquired the Development Property on terms satisfactory only to the HRA. . (e) The HRA is not the subject of any involuntary court or administrative proceeding seeking to enjoin or otherwise preventtheHRA from taking any action under this Agreement. In the event any of the above conditions are not met then, in that event, the HRA shall provide Developer with a reasonable opportunity to cure or meet such conditions and upon said cure the HRA shaUbe obligated to fully perform 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 Option to Terminate. (a) 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 30, 2004. 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 ofthe terms of this Agreement by Developer, or the HRA's rights under Sections 4.4, 4.5 or 8.3. 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 shall require the prior written approval of the HRA's Director. Developer may reply upon any approval granted hereunder by the HRA's Director without additional action by the HRA. Approval shall not be unreasonably withheld or delayed, and shall be given if: 13 Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 . (a) the HRA's Director first receives a copy of all mortgage documents; and (b) theHRA's Director determines that the terms of the First Mortgage conform and are subject to the tenns of this Agreement, except to the extent the HRA agrees to subordinate its interest to the tenns 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 offoreclosure, 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 uses or improvements permitted by this Agreement. Further, any party who obtains any interest in all or any portion of the Development Property from or through any Holder, except for any nominee or agent controlled by the Holder, whether through foreclosure sale or otherwise, shall be strictly subject to the terms and conditions of this Agreement, as such as binding on Developer, and such party shall not be entitled to any 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 brea.ch 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 Hoider 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 ofthe 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 ofthe 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 14 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 agreement assuming the obligations of Developer under the Agreement, such agreement shall provide that all obligations of the Holder thereunder shall tenninate at such time as the Holder in accordance with the provisions of Section 8.1 of the Agreement or in accordance with the . following paragraph assigns the Agreement. 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 pennitted to assign its interest in the Agreement with the consent ofHRA, 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 perfonned under the Agreement at the time of such assignment. In addition, the Holder may assign its interest at any time without the consent of the HRA to a person with a verifiable net worth in excess of $5,000,000. Any such assignee shall agree in writing with the HRA, 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 First Mortgage. AnyFirst Mortgage executed by Developer with respect to the Development Property, or any improvements thereon, shall provide that, in the event that Developer is in default thereunder, the mortgagee, within ten (10) days afterit has declared or given notice to Developer ofa default, shall notify the HRAin 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 which occurs prior to issuance of the Certificate of Completion. 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 n tice of its intent to cure. In the event of such cure prior to the.issuance of the Certificate ofC mpletion, the HRA shall thereupon be entitled, in addition to and without limitation upon an other rights or remedies to which it may be entitled, to reimbursement from Developer or any s ccessor or assignee of any costs and expenses incurred by the HRA in curing such default. In erest shall accrue on any amounts due the HRA under this paragraph at the reference rate of i terest then in effect at U.S. Bank Minneapolis, N.A. until such amounts are paid, and such amo ts shall result in the creation of a lien on the Development Property in favor of the HRA, subordi ate to the lien of any First Mortgage. 15 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 ARTICLE VIII Restrictions on Transfer: Indemnification Section 8.1 Restrictions on Transfer. Until the Certificate of Completion has :b~en issued by the HRA for a particular parcel or unit, this Agreement and Developer's interesfln the particular parcel or unit of the Development Property 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, provided, however, that Developer may transfer the Development Property to an entity wholly-owned by Developer if Developer remains jointly and severally liable with the transfer~e under this Agreement or Developer may transfer that portion of the property to be utilized by Habitat for affordable housing to Habitat, if Habitat agrees to be bound by all terms of this Agreement respecting the portion of the Development Property conveyed to it and responsible for construction of 8 units of affordable housing in accordance with the timetable herein. The Parties agree that the terms and conditions hereof run with the land and, unless ended by the terms of this Agreement, shall be binding upon their successors and assigns. Section 8.2 Indemnification. Developer hereby agrees to indemnify, defend and hold harmless the HRA, and its officials, 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 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, anyone or more of the following events: (a) Failure by Developer to pay the Purchase Price or otherwise perform its obligations on the Closing Date. (b) After the Closing Date, and until the Certificate of Completion has been issued, failure by Developer to timely pay all real property taxes, assessments or other charges assessed with respect to the Development Property. (c) Subject to Unavoidable Delays, and extensions agreed to by the Parties, failure by Developerto commence and complete construction of the Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement. 16 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 (d) Until the Certificate of Completion has been issued, 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. (e) Until the Certificate of Completion has been issued, filing by Developer in any court, pursuant to any federal or State statute, of a petition in bankruptcy or insolveqcy, or for reorganization, or for the appointment of a receiver or trustee of all or a portion bfDeveloper's property, or an assignment by Developer for the benefitof creditors. (f) Until the Certificate of Completion has been issued, filing against Developer in any court, pursuant to any federal or State statute, of a petition in bankruptcy or insolvency, or for reorganization, or for appointment ofa 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 has been. issued, commencement by the Holder of any First Mortgage offorec1osure in the event ofadefault in any of the terms or conditions of the First Mortgage. (h) Until the Certificate of Completion has been issued, any merger, consolidation, liquidation, reorganization or transfer of all or substantially all of Developer's assets, unless Developer is the surviving entity in a merger. Section 9.2 Remedies on Default. Whenever any Event of Default occurs, the HRA, subject to any rights of the Holder of a First Mortgage which has been approved by the HRA pursuant to Section 7.1 of this Agreement, may take anyone or more of the following actions (but only if the HRA is not then in default and only after provision of 60 days' written notice to Developer 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 theHRA 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 from 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. 17 . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 (c) If the Event of Default occurs after Closing Date but prior to issuance of the Certificate of Completion~ the HRA may reenter and take possession of the Development Property~ revest title to the Development Property in the HRA~ and exclude Developer from possession of the Development Property. The HRA shall thereupon use reasonable efforts and act in good faith to sell.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 Plan. 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 attomey~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 any escrow ~ letter of credit or 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 Remedv 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 bv 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. 18 Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 . ARTICLE X Additional Provisions Section 10.1 EQual Emvloyment Opportunity.. Developer agrees that during the consttuctionofthe 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 ofthe 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. Bullseye Development LLC 1920 Winnetka Avenue Golden Valley, MN 55427 Attention: William Bergquist wbergquist@godsnetwork.net with copies to: Karl Cambronne, Director/Secretary Bullseye Development, LLC 7310 Duluth Street Golden Valley, MN 55427 (b) in the case of the HRA, is addressed to or delivered personally to the HRA to Housing and Redevelopment Authority In and For the City of Golden Valley: . 7800 Golden Valley Road Golden Valley, Minnesota 55427 Attention: Director 19 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 with copies to: Allen D. Barnard Best & Flanagan LLP 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 or at such other address with respect to either such Party as that Party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 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 Interoretation and Amendment. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. This Agreement constitutes the entire agreement of the Parties on the subject matter hereof, superseding any prior oral or written agreements. This Agreement can be modified only by a writing signed by both Parties. Section 10.8 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 issuance of the Certificate of Completion, except for those provisions which are clearly intended by their terms to survive termination. This Agreement shall survive the Closing Date and the HRA's delivery of any Deed to Developer. Section 10.10 Binding Effect. Subject to the provisions of Article VIII, 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. 20 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 Section 10.13 No Additional Waiver Implied by One Waiver. In the event any term contained in this Agreement should be breached by any Party and thereafter waived by any other Party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE XI Termination of Agreement by Developer Section 11.1 DeveloDer'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 totheHRA 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 asreasonablylpossible; i (b) Parties; Closing has not occurred by June 30, 2004, unless extended !by the i (c) Subject to Sections 2'.2(f} and 3.2, if Developer does not rec~ive prior to the Closing Date all approvals and consents from governmental authorities ~hich are reasonably required for construction and use of the Improvements; (d) Subject to Section 3.1, if Developer reasonably determines! that completion of the Project is not feasible due to title defects; or . I I I , (e) Subject to Section 3.3, if Developer determines thatconstru*tion of the Improvem~nts is not feasible due tothe environmental or geotechnicalcond~tion of the Development Property. . i In the event of a default by the HRA prior to the Closing Date which is cauJed by the HRA's failure to pay any amount which it is required to pay under this Agreement,peveloper, in lieu of terminating this Agreement, may pay such amount on behalf of the HRA an~ reduce the Purchase Price. ! 21 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 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. Section 11.3 Developer's Remedies on Default byHRA. In the event of a default by the HRA prior to the Closing Date, Developer may: (a) cancel and rescind this Agreement and be entitled to immediate return of all Deposit monies paid; (b) initiate such action, including legal or administrative action, as it deems necessary for Developer to secure performance of any provision of this Agreement or recover any ~ounts for any damages suffered by Developer as a result of said Default. Section 11.4 I No Remedy Exclusive. No remedy herein conferred upon or reserved to the Developer is interided 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 dehiyor 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 maybe deemed expedient. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS] 22 . . ! f . I Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 IN WITNESS WHEREOF, the HRA has.caused this Agreement to he 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. STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By Its And Its BULLSEYE DEVELOPMENT LLC By Its The foregoing instrument was acknowledged before me this _day of , , byJan LeSuer, Chair, and Thomas D. Burt, Director, of THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN V ALLEY, on behalf of the organization. Notary Public 23 . . . Resolution 03-11 (Can't.) STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) EXHIBIT C December 9, 2003 The foregoing instrument was acknowledged before me this _ day of 2003, by William Bergquist, President of BULLSEYE DEVELOPMENT LLC, a Minnesota limited liability company, on behalf ofthe company. DRAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 Notary Public 24 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 EXHIBIT A LEGAL DESCRIPTION FOR DEVELOPMENT PROPERTY (to be supplied) A-I . . . Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 EXHIBIT B CERTIFICATE OF COMPLETION (for a single unit or parcel) THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN V ALLEY, a public body corporate (the "HRA"), and BULLSEYE DEVELOPMENT LLC, a Minnesota limited liability company ("Developer"), previously entered into the Golden Ridge Development Agreement (the "Agreement"), recorded in the Office of the County Recorder in and for the County of Hennepin and State of Minnesota, as Document Number __, for the following described property: It is hereby certified that all of the covenants in the Agreement with respect to such property 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 County Recorder in and for the County of Hennepin and State of Minnesota is hereby authorized to accept for recording and to record the filing of this instrument. This instrument shall be conclusive determination of the satisfactory termination of the Agreement. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: Its: And: Its: B-1 . . . Resolution 03-11 (Can't.) STATEOFMINNESOTA ) ) ss. COUNTY OF HENNEPIN ) EXHIBIT C December 9,2003 The foregoing instrument was acknowledged before me this day of by Jan LeSuer and Thomas D. Burt, respectively the Chair and Director of The Housing and Redevelopment Authority in and for the City of Golden Valley, on behalf of the Authority. '- Notary Public THIS INSTRUMENT WAS DRAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 B-2 . . . Resolution 3-11 (Con't.) EXHIBIT C December 9, 2003 EXHIBIT C PRELIMINARY PLANS C-l Resolution 03-11 (Can't.) EXHIBIT C December 9. 2003 . EXHIBIT C PRELIMINARY PLANS , , "':";;.::.~-'" ,,t.... -.. ...~"::-:..:"~-:.:...,;"..1 "'h_'~ ....._.N'.)... -.... F{.?iH' Elevatkm UnitA UnitB Main Level Sq. Ft. 1392 1392 Upper Level Sq. Ft. 0 0 Total Livable Sq. Ft. 1392 1392 Garage Sq. Ft. 470 stalls 470 stalls Bonus Area Sq: Ft. 0 0 Unit V\~dth 42'..0" 42'.0" '_h"'"..__".. '-';;.::;'-c-~T"--U--~ P4 -"~-'-~"-"i III ' \ ! ! .~'. 'b ).. ...-.:,. ., '~_,,,:;:'''''v~.., ! -, ':j I ..--:-;." '..:::->. I J..-;::>v "~~...l ....~. --:'" '[j' -':':'f~:'" '<':::...( (.''[.[0' . ..1'.': j..71'TT1,..........t ,.' . ifill- . ". '.' :'\.. i.: 'I. rrnl-' : ,-;: 1 ' :w.j ,,' "". , LLU I ., .' , I >' i',.. .". ." 1l-, , ._.__..~~. -,,==---"-~--'=,",~,l~ tL-: c-=--.-----e Design Type: MULTI-fAMILY Standard Foundation: Basement Alternate Foundation: . Fi"~' ~ .:~lt~:.~: . ,:;,;,.@a'''.'''1/ 1~f~oo . 'lII~lWl "'_ /~.'- .,. j ..-:-.,' ''0 Grt. RT..~' Kit. :; 14 x20 112!llC 11:t~~ . if ',r-- 'p p' w:\.... I'" ;o'r ~-l-~<; 1 ; I '~:'. ~~'::'-~:=:M ... , i--\. .. '. Bfst~ 'I:,-.-.lZSL-- 12(1.10" . I r..:.:.::.! . ,- 8NM:K IIlNl '. -.' -~',-,\ ;, ~5)Ki~. ~jGrt. Rm. ~~~ 1Zll II 1,.2.., I 14' I( :.lOD .r.: ~., B....2 11. x 10e Gar. 1'9" II 224 Gar. 194 x24" CllVEJtl;O ". 11._....... . E. .,/'1 '1 I ." ~ E. 0.' L ,- -/ ,I t~5. (', ' Br.2 11" K 1.0" .._,,::~' '~-,;.~:.~ ~ ~--..-...,--..,...........- .. ,_ , .'..' _,. _.........~ _b . C-2 Resolution 03-11 (Con't.) EXHIBIT C December 9. 2003 . EXHIBIT C PRELIMINARY PLANS -I{' \~l1~?"i; ",(, 'f:~-i>~t~;.~;~ ft-" ,;;.J~~' i.... l "-~..'..: ."';'~':~. ~-- ~~ .~. . "~....4~~, . . ~-.#~~j!,.?tJf"~~;:,tt~~~j~~.:ijI~~~.~./~~r'~~~,,...- -'l":-" . , -.i.'.' r.....-........-.-.. j /.;.~, :l;,.;.,.<J t;j '..~.;-::~~~..~1 ~. ....\{ir'liJ ""0" (. 2J-...---...-- ., r'",'" ..---..; /f(" . :.-:; .., :" . .._: ~___. _~~_.,j ... <:j/i ,...... . /..~-=-~ .; :~~~~i'\., ' -. .1 Jt.... so '~,..~/> . I, 'i" /.:\,...r......... -t- ,. :<r.o (:.j~. ,;~._,;.;\. '~)o. . "?4 '+, ->~./ ~~;. :'r."'.:'-:-:=:::::::=:::~:':::::: 'i' '. -., I: I' i, Ii " !1 ~ . i j i j j 1 I i I " ;~ I' II . '~ //---..., ~... 1~~4 ~'\.. '.;./:;'~';;, ~.~ ~'//". . . ~?O '.......-;':.:-... '", ';}'" ....0 "~''cj,; .~~. j; n t: l"""~ ; "QI.,........ :~ :~;,...:.,..!yX'~ J """ .",... ,..t.,.."... 0-... , "Ao~~!~://::J ~"~. .;,... J ".: r" . ':"';~~ ~ c;(. ~~"'.>~ t( ~..~:, ~~ ~<'::<<~>~ t.,~c"'1.<; /,' '(:t'J ~'~2'~ .,~,I J;~::~:~~~~(~~:~l.~_.,..._._. '"'+~ "';S(!~." F. -......"., JI )...,:...;. ~ <( , ,~,.... . ,./'~~ .~. ~~.;. ..v:::~:~.~>. .:"':: ;:::' "'. ~.:' ; '>"'0 .'A...:<":;::.;.....'...... ~.;...,.,.:., .. _. _.._~ ~;7 ,'}::;;;f::" .~;f .;..;.L; .... i .. l'(") .- "... . L.- ' ....,.. ,.~' /~'."': -.~ ,Ooto /" ">.,', // ',"\'. , / "-t-. ./ " .,,....,,., /' .' ,/ \',; , , : '; cJe.slgn bo$ics inc '''" <:>~ '9<:-.. ";i~~ ::~i '(' :..~ .. ~.~ ,"..' .... f" _...__~....w-.,___ '''-!' 4," ,..0.'J~ /..<1 ~.~.~::...)... . . of. 'i{- "11'0 t _...:.~._.... I '; .;.:// . , ,,-,J,-,..~,,>. I .l.,.;'.' .',', i ! ' Of:JM.. i I I 'so "'X'i'/ ';" .....:. . .,<.tc.... : j .o\')' . : I <.....';1. 1-1............. ,....._ . ./:~~.... /.(jt!J. ';:17 '7;~~ ">;.~ ' . I'.~" . "1,, l' . ~.!. I I .~~ "j ~ ~..(;- ,\.(0 ~t ......~...;~..--., to,;! ........ ~ , ......"...... .. ~....... . ... ." ..:.. .01-.... C-3 Resolution 03-11 (Con't.) EXHIBIT G December 9,2003 . EXHIBIT C PRELIMINARY PLANS ~,.... ~ .~4i-~' .. ...... ....'.......'.~~...- "'*""'. ' .,....... .. ',,,,, ' ......-:_~~. ~ ~",.' ~~:':"'~.-' , .........,;r , ,W$:' -.:: ~~. . , ..,-" # . sC~ENi,.. ,'.." BED#~2 '~;~~ ;.. PORCH lr-.~~' PORCH l'~ 18'~. x 12' Q NOOKOo(j..' 1~: :.,1t-6- --;. . 1~~~2' 12' CfI","f1 : ",13'-8")( 12' {T "!I '.,. . r .~~~-:;~ ~~._----,,----a ~ g' CIp p~ // i. ! BED 4\1 OR.~.Ii.,. ltI.antry I":'~fhn ~ . J'4~X 1"i~ LIVING k-:':::~, -1: ". ' . '-BED#4 . , '-; 18' II 21'.6" <A--, O!f ..-- ,'.. - : 100CcIliilg" r;Jr KlT :1;., 12'-8"x12"~ . , i 1'Z'CcIIhtg f'j -'; t .-' '~., 9'CuiJir'l1 L,;._:~,,_.,;' [lJ~ 12'.' ~: : ,.~.~ '~' i~'I~J I' i" ray" I'" :. , ;' "".......'/ '-', ,t. . d 'Ett<<'r.l~"~~ '. \'1 51 !.UD1''('~:'':~ DINING . _ _. _ _. _ . __ ~"'\. 1" X 4' ':run:"" '1' J( 14' '" ""AX \.:lIAKJ\bt: f(J' Ce~Ynr; ;, 1(t Gig ~ W' Ceiling 30' )( 23' 'L/\-'~ _.__...__..~-:'---~.:....1-_'. PORCH W'C~ihng -.. ....__.A_____. :;". illL M:1'j" ~);-.'~lr. I I i I i C-4 Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 . c.rk 0 F-'r~:) i\J EXHIBIT C PRELIMINARY PLANS r~1 . .___t'l RI:~ar EI-evation Deslgn TypiC: MULTI.FAMILY Standard F oUt1C;atlon: Basement Alternate Foundation: Unit A Unit B Main Level Sq. Ft. 1633 1645 Upper Level Sq. Ft. 0 0 Tota! Livable Sq Ft 1633 1645 Garage Sq. Ft. 444 stalls 444 stalls Bonus ,\rea Sq. Ft 0 0 Unit Width 42'-0" 42'..()" r----;;r--'.---".-r'f .. i '..J 1mlnII~IJttJ::IDI:]~gDmt -:.; - -~-~-- --~:..~- :i---- ~ , !..~ ! ;.; . C~lefQ &TOOI' '.- - .'..... :'::~:.t,,~~J',;;....::;:, ............. .... ........ "I CO'IEIUiO I TlIANlIOII& PORCH r..: .or ~.: 1::r""~-~" }.j Sfst. ~ 120 1II 111~ ".-...__..'_...._.._'-_._~.._~...- T ~DT~ .._.""~<;..o'\... r';"~ L,,,,,- Bfst. . ., 121) II 11tll ;, ,- .-B=r 10: ~. .01 ~~ ~~~.~~. :; Kit. f:: tl'.(Y"CEIUNQ A~uo :It 130 .. cS 1-- orj :,: ,.......... ------------ / I'.... . - -' h.. _. " '""" I [ , . :Din.Rm., j 13+ II: 100 ' I . . 11'-crQ;II.P<G . 1- - - - - - - - - -'; E.. ."T. Ii "- I' j,.'1 . / ! Mbr. 148 .ll1tiQ Mbl'. 14(1 J( 160 ii' O' O~NG .,; 8NACIIt , &AJi-', I ,~..-,..- t ' /.\1 ','1 Kit.''11 .112\1 Ie 13'JH:- I ---; rF I! , I Ir~.'._~ Gft.Hm. 140 1I 200 ---.-.-..---..- .~ f- .-. .. ....- '" ..~... . .-... " .~ J :) l' ... I' ,.-,' ~._' / '. "'-.' ,U ~.._: ,..,' ,," ...' : Din..Rm. 134 x'100 . 1 Nr C.flllNG Gar. 194 X 2311 Br.2 11' 1I120 Gar. 19"' II 2$C I I I .,---.-,........-. 1 i I I . I ~_.--..._-"-----,- -"'-I i @dbJ I i i C-5 r~ ):>1~10 \V ~ I >0.. ~ ~ ~ 0 ! ,~ '.< . """"" r-."F"'~Ei I. ~ · rh,,:l, ! ,.!. : i-- ~ I · ~ ' --- rog .::> ~~Jrl.lo ',~ ~~J~' ~. ~ ~ ?::-~ ~' ~ !iI, -: -Sl~~;lJtt " ~1=-oI ~.Iz L ~ l -r-- I 0>.: (';... \ =. ~ ~ ,..!, ! i ,'.,... ) "-c' I ~ .1 ~ ~ G ~ 1<11 I -.:::.- , ~ ~.~ ~ "_ -"- ,t'; I !I ~ ~ ! --"'"=- ff \ ~11~ $ I . . ". ~ ~ ~ ~~ ~ .,~ ~ ...... " ~.! X\ ~ ..... ........ I ''-V ~; ~ Q.l~15 - "\ 0 ~. Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 EXHIBIT C PRELIMINARY PLANS /...:;::::-::-.:-<-.-.--""':~~_._-'.-"--'----"----_._-'-'-- --.------.-.............-. v'" i.' J' t I .. ... . ~ . ....v '''III'.lnl ;:;=::~ 5"- ~P': 4. ,.v- ~ '1 -' "- !:~ "'-0 1-' 20'~' -,...- JS'-lO=Ii.__ ...... -'>>It" ...-..... ..r "".",,,. '"<1" ,- -~ "'''K." 7.... 6'.s~' ~ o. ~ w -. ~ i-. .. ... I ~ ~ J,.'~. ~ li I- .! ~t ~ ~I -< ~ ' ", I~ ... Q ~ II . ~ ~;";;";--~---i , I I J'.'" I , I , . . I I I I I ......,.Jo,.- . l"e7oQ--_-...~ : ,- : . I . , . , I I : . ..... .......w~ ....0. 6'.0" 14'4' 30'-0" "'...,. ... C-6 Resolution 03-11 (Con't.) EXHIBIT C . EXHIBIT C PRELIMINARY PLANS December 9, 2003 e-.- . .....; 'JoII"'. "..~'t' ~~''-'''i'~~''' ...,. r-------- I I I I I II I I I I I I I I I I I I I I I I I U*H.......luIf ~.. . I: g, .. r: l: .. . I . II II II ~.~ro.~ . II . . II .t--- -, I I I I J -, I I I I I I x: , I I I I ... i ~ i' " " ~ b ~ .- - r-;'~;K--1 I J I I I I J I I I I I '.OII."..rUd''''1ll5oW' I ----------- -.---r-;,----- ~ . ; .- I 1 I I I I I I I I _______,_6JJ!..____.J ...... ~ INt."," "0;' :'"=~ I I 1 L_____,!!J4I..._______ ....NaI.I!rAt'f"llNll!DWMM!E c.\lrJDf~.(J\fWcll!.~...t "4'V .... .... .... Twin ClUes Habilat For Homanily :laD1 r...~ 51. S.f. Ilit,neor-"!s, ~IN ~5114 (il12133I-l09'(l)!floO) (8181 331.ISID (~o<) t"~Jl"c.er.s~t:5003 House Model: 3IwS95- 2Jllan Sil<l Numbor # Scale: 110' = l' Drawn by : SDG - Du\o :1241-03 C-7 JJe""'.JGI.~$bn-.. ,.. II, II I I I I lJf l -- .... - ..... ,.... & ~ : & ~ ~ t ~ Z ) Z UPPER & LOWER FLOOR PLANS Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 EXHIBIT C . PRELIMINARY PLANS ODD CJ CJ CJ ODD ODD ODD ODD ODD ODD ~...-- -~~-- ,-.-,. ~;::;:-....., \g,: ,~ . ~. .........CIP'"... E . ~ '" ~ I~ ~ .J ~ UV!NG- ~OOt1 _._-~-~~.- $ 1 4> I: Ii ~J ! : '1~ .~~_-li'~--- , , , , , I ,'.n.~-" :~~-,;e.~~.::: , , , . , , , .'..," I ""'..a" ".0' ,vr...'P.-! t; ~~;/ ~-z. C-8 ~ -"'- . . . Resolution 03-11 (Con't.) EXHIBIT C December 9, 2003 EXHIBITD LIMITED WARRANTY DEED FOR VALUABLE CONSIDERATION, THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body co orate created pursuant to Minnesota Statutes, Section 469.001 et seq. ("Grantor"), hereby ants, bargains and conveys to BULLSEYE DEVELOPMENT LLC, a Minnesota limited Ii bility company ("Grantee"), real property in Hennepin County, Minnesota, described as fol ows (the "Property"): together with all hereditaments and appurtenances belonging thereto. Grantor, for its If and its successors and assigns, hereby covenants with Grantee and its successors and assigns that Grantor has not made, done, executed, or suffered any act or thing whatsoever where y 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 res 'ctions contained in the Golden Ridge Development Agreement dated , 2003, 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 or inances, all other local, state and federal laws and regulations, and the covenants, conditions, res . ctions and provisions of the Agreement. It is also understood and agreed that, prior to issuance f the Certificate of Completion, Grantee shall not sell, transfer, mortgage or otherwise con ey the Property, or any part thereof or interest therein, except as permitted by the Agreeme Grantee hereby covenants and agrees to begin and diligently prosecute to co pletion the development of the Property at such times and as otherwise provided in the Agreem t. Promptly after completion of the Improvements (as defined in the Agreement) in acc rdance with the Agreement, Grantor will furnish Grantee with a Certificate of Completion, s 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. 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, including the right of reverter described therein. 3. 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. D-1 I . .> . Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 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 , 20_. > STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN V ALLEY By: Jan LeSuer Its Chair By: Thomas D. Burt Its Director The foregoing instrument was acknowledged before me this _ day of ,20_, by Jan LeSuer and Thomas D. Burt, respectively the Chair and Director of The Housing and . Redevelopment Authority in and for the City of Golden V alley, on behalf of the Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 D-2 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 EXHIBIT E-l PETITION FOR PUBLIC IMPROVEMENTS AND WAIVER OF OBJECTIONS THERETO Bullseye Development LLC, a Minnesota limited liability company, with its principal office at 1920 Winnetka Avenue, Golden Valley, Minnesota 55427 ("Developer") hereby petitions the City of Golden Valley to undertake the public improvements necessary for its 16 unit housing project on the land described on Exhibit A. The public improvements include, but are not limited to, construction of public streets, curb and gutter, provision of water and sanitary sewer services, storm water sewer services, sidewalks and trails, preliminary grading, relocation of the Hennepin County fence in the area and other items as well which will be specified by Developer and agreed on by the City. Developer is petitioning the City to undertake such public improvements so that it can develop 16 housing units on the subject property in accordance with the Golden Ridge Development Agreement between the Housing and Redevelopment Authority in and for the City of Golden Valley and Developer. Developer acknowledges that the assessments shall be divided equally between all buildable lots in the subdivision and that any assessments which are not prepaid shall be payable over a 5-year term at seven percent (7%) interest. Developer hereby waives any obj ection it may have to the assessments for such public improvements and waives any rights it may have to appealfrom the assessments by the City for such public improvements. Developer agrees that the special assessments for such public improvements shall be allocated to each of the parcels or units in the subdivision of the Development Property on a reasonable basis to be determined by the City in the exercise of its sole disqetion and that the allocable portion of the assessment for each unit or parcel shall be paid in full at the time such units or parcels are sold, gifted or otherwise transferred by Developer to an owner occupant. BULLSEYE DEVELOPMENT LLC, fl Minnesota limited liability company By Its E-l-l . . . Resolution 03-11 (Can't.) EXHIBIT C December 9,2003 STATE OF MINNESOTA) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _ day of 2003, by William Bergquist, President of BULLSEYE DEVELOPMENT LLC, a Minnesota limited liability company, on behalf ofthe company. Notary Public E-1-2 . . . Resolution 03-11 (Can't.) EXHIBIT C December 9, 2003 EXHIBIT E-2 PETITION FOR PUBLIC IMPROVEMENTS AND WAIVER OF OBJECTIONS THERETO Twin Cities Habitat for Humanity, a Minnesota nonprofit corporation, with its principal office at 3001 Fourth Street SE, Minneapolis, MN 55414 ("Habitat") hereby petitions the City . of Golden Valley to undertake the public improvements necessary for its 8 unit housing project on a portion of the land described on Exhibit A. The public improvements include, but are not limited to, construction of public streets, curb and gutter, provision of water and sanitary sewer services, storm water sewer services, sidewalks and trails, preliminary grading, relocation of the Hennepin County fence in the area and other items as well which will be specified by Developer and agreed on by the City. Habitat is petitioning the City to undertake such public improvements so that it can develop 8 housing units on the subject property in accordance with the Golden Ridge Development Agreement between the Housing and Redevelopment Authority in and for the City of Golden Valley and Bullseye DevelopmentLLC. Habitat acknowledges that the assessments shall be divided equally between all buildable lots in the subdivision and that any assessments which are not prepaid shall be payable over a 5-year term at seven percent (7%) interest. Habitat hereby waives any objection it may have to the assessments for such public improvements and waives any rights it may }:lave to appeal from the assessments by the City for such public improvements. Habitat agrees that the special assessments for such public improvements shall be allocated to each of the parcels or units in the subdivision of the Development Property on a reasonable basis to be determined by the City in the exercise of its sole discretion and that the allocable portion of the assessment for each unit or parcel shall be paid in full at the time such units or parcels are sold, gifted or otherwise transferred by Developer to another party. TWIN CITIES HABITAT FOR HUMANITY By Its And Its E-2-1 . . . Resolution 03-11 (Con't.) EXHIBIT C December 9,2003 The foregoing instrument was acknowledged before me this _ day of . 2003, by , , and . of TWIN CITIES HABITAT FOR HUMANITY, a Minnesota non-profit corporation, on behalf of the corporation. STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) Notary Public 011800/9607021269468_1 G:\HRAMISC\Golden Ridge Development Agreement.DOC E-2-2