Loading...
IP# 1006 Redev contract, The Lodge, 2765 Virginia Ave NExisting Certs 1452214 11111111111111111111111111111111 LAND TYPE Torrens (T) DOC NUM 5742506 Certified, filed and/or recorded on Sep 2, 2020 2:50 PM Office of the Registrar of Titles Hennepin County, Minnesota Martin McCormick, Registrar of Titles Mark Chapin, County Auditor and Treasurer Deputy 122 Pkg ID 2056369E Document Recording Fee $46.00 Document Total $46.00 This cover sheet is now a permanent part of the recorded document. CONTRACT FOR PRIVATE REDEVELOPMENT By and Between ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA and THE LODGE OF NEW HOPE LLC Dated as of•. August 28, 2017 This document was drafted by: KENNEDY && GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 Telephone: (612) 337-9300 504714vS MNI NE395-3 TABLE OF CONTENTS PREAMBLE........... ......................... ...............,...,..............................,...,....,................,...,......I ARTICLE I Definitions Section 1.1. Definitions ........... .. ............................. .........,..........................,..,.....2 ARTICLE II Representations and Warranties Section 2,1. Representations by the Authority...................................................................... 5 Section 2.2. Representations and Warranties by the Redeveloper ........................................ 5 ARTICLE III Property Acquisition; Public Redevelopment Costs Section 3.1. Status of the Redevelopment Property ....................................... . ...................7 Section 3.2. Environmental Conditions................................................................................. 7 Section 3.3. Public Redevelopment Casts; Issuance of Note ................................................7 Section 3.4. Payment of Administrative Costs... ............................................................... 8 Section 3.5. No Business Subsidy......................................................................................... 9 Section3.6. TIF Lovkback....................................................................................................9 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements.......................................................10 Section 4.2. Construction Plans...................................................................................1 0 Section 4.3. Completion of Construction.............................................................................11 Section 4.4. Certificate of Completion ............ ........................................ ...................... I..... I I Section 4.3. Records and Reports........................................................................................12 Section4.4. Income Limits................................................................................................12 ARTICLE V Insurance Section5.1. Insurance.......................................................................................................14 Section 5.2. Subordination............................................................ ...... ..........15 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes...................................................................16 Section 6.2. Review of Taxes..............................................................................................16 i 5047 iOv5 MNI NE395-3 ARTICLE VII Financing Section7.1. Generally.........................................................................................................17 Section 7.2. Authority's Option to Cure Default on Mortgage...........................................17 Section 7.3. Modification; Subordination............................................................ ... ...17 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment...............................................................18 Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement........................................................... ...............18 Section 8.3. Release and Indemnification Covenants...... ............. ...................................... 20 ARTICLE IX Events of Default Section 9.1. Events of Default Defined ............... Section 9.2. Remedies on Default ................................................... .,...... ............................ 21 Section9.3. No Remedy Exclusive .................................................. ................................. 21 Section 9.4. No Additional Waiver Implied by One Waiver................................................22 Section9.5. Attorney Fees ............................................. .............................................22 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests, Authority Representatives Not Individually Liable ......23 Section 10.2, Equal Employment Opportunity................................................................ ...23 Section 10.3. Restrictions on Use.... .......................................... ........................................23 Section 10.4. Provisions Not Merged With Deed................................................................. 23 Section 10.5. Titles of Articles and Sections.........................................................................23 Section 10.6. Notices and Demands ...................................... ...................................23 Section 10.7. Counterparts ............................... ............................. I ........... I ............................ 24 Section10.8. Recording.........................................................................................................24 Section10.9. Amendment...................................................... 24 Section 10.10. ............... ................................ Authority or City Approvals .................... .................... ................................ 24 Section10.11. Termination.....................................................................................................24 Testimonium and Signatures.........................................................................................................25 SCHEDULE A Description of Redevelopment Property SCHEDULE B Authorizing Resolution SCHEDULE C Minimum Improvement Costs SCHEDULE D Certificate of Completion SCHEDULE E Form of Income Verification Form ii 50471W MN] NE395-3 CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made as of the 28th day of August, 2017, by and between ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA, a public body corporate and politic under the laws of the State of Minnesota (the "Authority"), and THE LODGE OF NEW HOPE LLC, a Minnesota nonprofit limited liability company (the "Redeveloper"). WITNF,SSETH- WHEREAS, the Authority was established pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (hereinafter referred to as the "Act"), and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of New Hope ("City"); and WHEREAS, the Authority has undertaken a program to promote economic development and redevelopment within the City, and in this connection created a redevelopment project known as Redevelopment Project No. I ("Project") pursuant to the Act; and WHEREAS, the Authority and City have approved a Tax Increment Financing Plan (the "TIF Plan") for the Good Samaritan Tax Increment Financing District (the "TIF District"), a housing district within the Project, pursuant to Minnesota Statutes, Sections 469.174 to 469.1794 (the "TIF Act"); and. WHEREAS, pursuant to the Act, the Authority is authorized to undertake certain activities to facilitate the redevelopment of real property by private enterprise; and WHEREAS, the Redeveloper intends to construct a 31-unit assisted living facility (the "Minimum Improvements") on certain property within the TIF District (the "Redevelopment Property"), and has requested tax increment financing assistance from the Authority to offset certain extraordinary costs of constructing such Minimum Improvements; and WHEREAS, the Authority believes that the redevelopment of the Redevelopment Property pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows; 1 5047100 3NNi NE395-3 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means the Economic Development Authority Act, Minnesota Statutes, Sections 469.090 to 469.1081, as amended. "Affiliate" means with respect to any entity (a) any corporation, partnership, nonprofit limited liability company or other business entity or person controlling, controlled by or under common control with the entity, and (b) any successor to such party by merger, acquisition., reorganization or similar transaction involving all or substantially all of the assets of such party (or such Affiliate). For the purpose hereof the words "controlling", "controlled by" and "under common control with" shall mean, with respect to any corporation, partnership, nonprofit limited liability company or other business entity, the ownership of fifty percent or more of the voting interests in such entity or possession, directly or indirectly, of the power to direct or cause the direction of management policies of such entity, whether through ownership of voting securities or by contract or otherwise. "'Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Economic Development Authority in and for the City of New Hope, Minnesota, or any successor or assign. "Authority Representative" means the Executive Director of the Authority, or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. "Available Tax Increment" means, on each Payment Date, 90 percent of the Tax Increment attributable to the Redevelopment Property and paid to the Authority by Hennepin County in the six months preceding the Payment Date. "Business Day" means- any day except a Saturday, Sunday, legal holiday, a day on which. the City is closed for business, or a day on which banking institutions in the City are authorized by law or executive order to close. "Certificate of Completion" means the certification provided to the Redeveloper, or the purchaser of any part, parcel or unit of the Redevelopment Property, pursuant to Section 4.4 of this Agreement. "City" means the City of New Hope, Minnesota. 2 50471M MNI NE395-3 "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following for each building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan for each floor; (5) cross sections of each (length and width); (6) elevations (all sides); (7) landscape plan; and (8) such other plans or supplements to the foregoing plans as the Authority may reasonably request to allow it to ascertain the nature and duality of the proposed construction work. "County" means the County of Hennepin, Minnesota. "Event of Default" means an action by the Redeveloper listed in Article IX of this Agreement. "Holder" means the owner of a Mortgage. "Minimum Improvements" means the construction by the Redeveloper on the Redevelopment Property of an assisted -living facility, consisting of approximately 31 units, and associated surface parking. "Mortgage" means any mortgage made by the Redeveloper which is secured, in whole or in Part, with the Redevelopment Property and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. "Payment Date" means August 1 of the year following substantial completion of the Minimum Improvements and each February 1 and August I thereafter to and including February 1, 2434. "Project" means the Authority's Redevelopment Project No. 1. "Redeveloper" means The Lodge of New Hope LLC or its permitted successors and assigns. "Redevelopment Property" has the meaning provided in Section 3.1 hereof. "Redevelopment Plan" means the Authority's Redevelopment Plan for the Project, as amended. "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Redevelopment Property and which is remitted to the Authority as tax increment pursuant to the Tax Increment Act. The term Tax Increment does not include any amounts retained by or payable to the State auditor under Section 469.177, subd. 11 of the Tax Increment Act. 3 5047100 MNI NE395-3 "Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1794, as amended. "Tax Increment District" or "TIF District" means the Authority's Good Samaritan Tax .increment Financing District. "Tax Increment Plan" or "TIF Plan" means the Authority's Tax Increment Financing Plan for the Good Samaritan Tax increment Financing District, as approved by the City and Authority on August 14, 2017, and as it may be amended. "Tax Official" means any 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. "Termination Date" means the earlier of the following. (a) the date of receipt by the Authority of the final payment from the County of Tax Increments from the Tax Increment District, (b) the date when the Note has been fully paid, defeased or terminated in accordance with its terms; or (c) the date of termination of the Note and this Agreement by the Authority due to an Event of Default as set forth in Section 9.2 hereof. "Transfer" has the meaning set forth in Section 8.2(a) hereof, "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of war, terrorism, strikes, other labor troubles, fire or other casualty to the Minimum. Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement) which directly result in delays. Unavoidable Delays shall not include delays directly caused by actions or inaction of the Redeveloper in obtaining permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement. 4 50471M MNI NE395-3 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the Authority are undertaken to foster the redevelopment of certain real property which for a variety of reasons is presently underutilized, to create increased tax base in the City, to increase housing opportunities in the City, and to stimulate further development of the T1F District and Project as a whole. Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a nonprofit limited liability company duly organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its organizational documents or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its governing members. (b) After acquisition of the Redevelopment Property and on or prior to the dates specified in Section 4.3 hereof, the Redeveloper will commence and complete construction of, and operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Redevelopment Plan and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) The Redeveloper has received no notice or communication from any local, state or federal official that the activities of the Redeveloper or the Authority in the Project Area may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Redeveloper is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (d) The Redeveloper will construct the Minimum Improvements in accordance with all local, state or federal energy -conservation laws or regulations. (e) The Redeveloper will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. 5 504714v5 ?vW1 NE395-3 (#} Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (g) Whenever any Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Redeveloper under this Agreement, and the Authority prevails in such action, the .redeveloper agrees that it shall, within ten days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority. (h) The proposed development by the Redeveloper hereunder would not occur but for the tax increment financing assistance being provided by the Authority hereunder. (i) The Redeveloper is not currently in default under any business subsidy agreement with any grantor, as such terms are defined in the Business Subsidy Act. n 50471M MNl NE395-3 ARTICLE III Property Acquisition, Conveyance; Public Redevelopment Costs Section 3.1. Status of the Redevelopment Property. (a) As of the date of this Agreement,. the Redevelopment Property is owned by The Evangelical Lutheran Good Samaritan Society ("Good Samaritan"), a nonprofit corporation under the laws of North Dakota, which will donate the Redevelopment Property to the Redeveloper. The Authority has no obligation to acquire any portion of the Redevelopment Property. Section 3.2. Environmental Conditions. (a) The Redeveloper acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Redevelopment Property or the fitness of the Redevelopment Property for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such property, and that the assistance provided to the Redeveloper under this Agreement neither implies any responsibility by the Authority or the City for any contamination of the Redevelopment Property or poor soil conditions nor imposes any obligation on such parties to participate in any cleanup of the Redevelopment Property or correction of any soil problems (other than the financing described in this agreement), (b) Without limiting its obligations under Section 8.3 of this Agreement the Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the Redevelopment Property, unless and to the extent that such hazardous wastes or pollutants are present as a result of the actions or omissions of the indemnitees. Nothing in this section will be construed to limit or affect any limitations on liability of the City or Authority under State or federal law, including without limitation Minnesota Statutes Sections 466.04 and 604,02. Section 3.3. Public Redevelopment Costs• Issuance of Note. (a) Generally. If the Redeveloper acquires the Redevelopment Property, in order to make construction of the Minimum Improvements financially feasible, the Authority will reimburse the Redeveloper for a portion of the Public Redevelopment Costs incurred by the Redeveloper in accordance with this section. The term "Public Redevelopment Costs" means costs of site preparation, public improvements, and the construction of affordable housing on the Redevelopment Property. (b) Terms. To reimburse the Public Redevelopment Costs incurred by Redeveloper, the Authority shall issue and the Redeveloper shall purchase the Note in the maximum principal amount of $534,000. The Authority shall issue and deliver the Note upon Redeveloper having: (i) delivered to the Authority written evidence satisfactory to the Authority that Redeveloper has incurred Public Redevelopment Costs in an amount least equal to the 7 5047100 MN1 NE395-3 principal amount of the Note, which evidence must include copies of the paid invoices or other comparable evidence for costs of allowable Public Redevelopment Costs; (ii) submitted and obtained Authority approval of financing in accordance with Section 7.1; and (iii) delivered to the Authority an investment letter in a form reasonably satisfactory to the Authority. The terms of the Nate will be substantially those set forth in the form of the Note shown in Schedule B, and the Note will be subject to all terms of the Authorizing Resolution, which is incorporated herein by reference. (c) Termination of right to Note. All conditions for delivery of the Note must be met by no later than the date which is less than five (5) years after the date of certification of the TIF District by the County and complies with the so-called five-year rule under Section 469.1763, subd. 3(c) of the TIF Act. If the conditions for delivery of the Note are not satisfied by the date described in this paragraph, the Authority has no further obligations under this Section 3.3. (d) Assignment of Note. The Authority acknowledges that the Redeveloper may assign the Note to a third party. The Authority consents to such an assignment, conditioned upon receipt of an investment letter from such third party in: a form reasonably acceptable to the Authority. (e) Qualifications. The Redeveloper understands and acknowledges that all Public Redevelopment Costs must be paid by the Redeveloper and will be reimbursed from Available Tax Increment pursuant to the terms of the Note. The Authority makes no representations or warranties regarding the amount of Tact increment, or that revenues pledged to the Note will be sufficient to pay the principal and interest on the Note. Any estimates of Tax increment prepared by the Authority or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Redeveloper may rely. Public Redevelopment Costs exceeding the principal amount of the Note are the sole responsibility of Redeveloper. Section 3.4. Payment of Administrative Costs. The Authority acknowledges that Redeveloper has deposited with the Authority $10,000. The Authority will use such deposit to pay "Administrative Costs," which term means out of pocket costs incurred by the Authority together with staff costs of the Authority, all attributable to or incurred in connection with the negotiation and preparation of this Agreement, the TIF Plan, and other documents and agreements in connection with the development of the Redevelopment Property. At Redeveloper's request, but no more often than monthly, the Authority will provide Redeveloper with a written report including invoices, time sheets or other comparable evidence of expenditures for Administrative Costs and the outstanding balance of funds deposited. If at any time the Authority determines that the deposit is insufficient to pay Administrative Costs, the Redeveloper is obligated to pay such shortfall within 15 days after receipt of a written notice from the Authority containing evidence of the unpaid costs. If any balance of funds deposited remains upon issuance of the Certificate of Completion pursuant to Section 4.4 of this Agreement, the Authority shall promptly return such 8 50471Ov5 MN1 NE395-3 balance to Redeveloper; provided that Redeveloper remains obligated to pay subsequent Administrative Casts related to any amendments to this Agreement requested by Redeveloper. Upon termination of this Agreement in accordance with its terms, the Redeveloper remains obligated under this section for Administrative Costs incurred through the effective date of termination. Section 3.5. No Business Subsidy. The parties agree and understand that the primary purpose of any financial assistance to the Redeveloper under this Agreement is to facilitate development of housing and is therefore not a "business subsidy" within the meaning of Minnesota Statutes, Sections 1161993 to 116J995. The Redeveloper releases and waives any claim against the Authority and its governing body members, officers, agents, servants and employees thereof arising from application of the Business Subsidy Act to this Agreement, including without limitation any claim that the Authority failed to comply with the Business Subsidy Act with respect to this Agreement. Section 3.6. TIF Lookback. (a) Generally. The financial assistance to the Redeveloper under this Agreement is based on certain assumptions regarding likely costs and expenses associated with constructing the Minimum Improvements as provided in Schedule C (the "Minimum Improvement Costs"). The Authority and the Redeveloper agree that those assumptions will be reviewed at the times described in this Section, and that the amount of the assistance provided under Section 3.3 hereof will be adjusted accordingly. (b) Lookback Calculation. At the time of completion of construction of the Minimum Improvements, if the aggregate amount of Minimum Improvement Costs actually incurred by the Redeveloper is less than the aggregate total amount of Minimum Improvement Costs projected in Schedule C, the amount of Public Redevelopment Costs to be reimbursed by the Authority pursuant to this Agreement will be reduced on a dollar for dollar basis in the amount of such deficiency, and the principal amount of the Note will be adjusted accordingly. 9 504710v5 MNI NE395-3 ARTICLE IV Construction of Minimum Improvements and Public Improvements Section 4.1. Construction of Minimum Improvements. The Redeveloper agrees that, after acquisition of the Redevelopment Property, and on or prior to the dates provided in Section 4.3 hereof, it will commence and complete construction of the Minimum Improvements on the Redevelopment Property, in accordance with approved Construction Plans and at all times while Redeveloper owns the Redevelopment Property, will operate and maintain, preserve and keep the respective components of the Minimum Improvements or cause such components be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Construction Plans. (a) Before commencing construction of the Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with the TIF Plan, Redevelopment Plan, this Agreement, and all applicable State and local laws and regulations. The Authority Representative will approve the Construction Plans in writing if. (i) the Construction Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the Redeveloper from all sources for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. No approval by the Authority Representative shall relieve the Developer of the obligation to comply with the terms of this Agreement or of the Development Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority Representative shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Redeveloper in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority Representative, in whole or in part. Such rejections shall set forth in detail the reasons therefor, and shall be made within 20 days after the date of their receipt by the Authority. If the Authority Representative rejects any Construction Plans in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within 20 days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority. The Authority Representative's approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. The Redeveloper hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the Authority and/or any changes in the Construction Plans requested by the Authority. Neither the Authority, the City, nor any employee 10 50471 Ov5 MNI NE395-3 or official of the Authority or City shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the Authority. (b) If the Redeveloper desires to make any material change in the Construction Plans or any component thereof after their approval by the Authority, the Redeveloper shall submit the proposed change to the Authority for its approval. For the purpose of this section, the term "material" means changes that increase or decrease construction costs by $500,000 or more. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. The Authority's approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Completion of Construction. Subject to Unavoidable Delays, the Redeveloper must commence construction of the Minimum Improvements by December 31, 2017, and substantially complete construction of the Minimum Improvements by .tune 30, 2019. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in substantial conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority. The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3 of this Agreement. Subsequent to execution of this Agreement and until construction of the Minimum Improvements has been completed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, as to the actual progress of the Redeveloper with respect to such construction. Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the date for completion thereof), the Authority will fumish the Redeveloper with a Certificate of Completion in substantially the form attached as Schedule D. Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the Minimum Improvements and the date for the completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. 11 5047100 MNI NE395-3 (b) The Certificate of Completion provided for in this Section 4A of this Agreement shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to obtain such certification. (c) The construction of the Minimum Improvements shall be deemed to be commenced when foundations are completed (as reasonably determined by the Authority Representative); and shall be deemed to be substantially complete upon issuance of a certificate of occupancy for the Minimum Improvements, and upon determination by the Authority Representative that all related site improvements on the Redevelopment Property have been substantially completed in accordance with approved Construction Plans, subject to landscaping and/or public art that cannot be completed until seasonal conditions permit. Section 4.5. Records and Reports. (a) The Authority, through any authorized representatives, shall have the right at all reasonable times after reasonable written notice to inspect, examine and copy all books and records of Redeveloper relating to the Minimum Improvements. Such records shall be kept and maintained by Redeveloper through the Termination Date. (b) The Redeveloper also agrees to submit to the Authority written reports so as to allow the Authority to remain in compliance with reporting requirements under state statutes. The Authority will provide information to the Redeveloper regarding the required forms. Section 4.6. Income Limits. (a) The Authority and the Redeveloper understand and agree that the TIF District will constitute a "housing district" under Section 469.174, Subd. I I of the TIF Act. The Redeveloper covenants that, for the duration of the TIF District, it will comply with all income requirements for a qualified residential rental project as defined in Section 142(d) of the Internal Revenue Code. Specifically, the Redeveloper agrees and covenants that 20% of the units of the Minimum Improvements (7 units) will be reserved for persons with incomes at or less than 50% of areaw de median income. (b) On or before February 2 of each year for the duration of the TIF District, the Redeveloper shall submit evidence in substantially the form in Schedule E, showing that the Minimum Improvements meet the relevant income requirements. The Authority will review such evidence to determine that the TIF District remains a housing district under the TIF Act. (c) If the Authority determines based on the evidence submitted by Redeveloper, or receives notice from the State department of revenue, the State auditor, any Tax. Official or any court of competent jurisdiction that the TIF District does not qualify as a "housing district," such event shall be deemed an Event of Default under this Agreement. In addition to any remedies 12 50471 ov5 MNP NE395-3 available to the Authority under Article IX hereof, the Redeveloper shall indemnify, defend and held harmless the Authority for any damages or costs resulting therefrom. (The remainder of this page is intentionally left blank.) 13 5047IOv5 MNf NE395-3 ARTICLE V Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (i) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed Value Basis," in an amount equal to or exceeding 100% of the principal amount of the Note, and with coverage available in nonreporting form on the so-called "all risk" form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority, (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) together with an Owner's Protective Liability Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above -required limits, an umbrella excess liability policy may be used). The Authority shall be listed as an additional insured on the policy; and (iii) Workers' compensation insurance, with statutory coverage, provided that the Redeveloper may be self -insured with respect to all or any part of its liability for workers' compensation. (b) Upon completion of construction of the Minimum Improvements and prior to the Termination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses. (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the City and Authority as additional insureds. (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Redeveloper, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Redeveloper may be self -insured with respect to all or any part of its liability for workers' compensation. 14 50471 M MN NE395-3 (c) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the Authority policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Redeveloper agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the casts thereof. The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, regardless of whether the net proceeds of insurance received by the Redeveloper for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Redeveloper. (e) In lieu of its obligation to reconstruct the Minimum Improvements as set forth in this Section, the Redeveloper shall have the option of.. (i) paying to the Authority an amount that, in the opinion, of the Authority and its fiscal consultant, is sufficient to pay or redeem the outstanding principal and accrued interest on the Note, or (ii) so long as the Redeveloper is the owner of the Note, waiving its right to receive subsequent payments under the Note. (f) The Redeveloper and the Authority agree that all of the insurance provisions set forth in this Article V shall terminate upon the termination of this Agreement. Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights of the Authority with respect to the receipt and application of any insurance proceeds shall, in all respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant to Article VII of this Agreement. 15 504710v5 MNJ NE395-3 ARTICLE VI Tax Increment; Taxes Section 6.1. Ri ht to Collect Delinquent Taxes. The Redeveloper acknowledges that the Authority is providing substantial aid and assistance in furtherance of the redevelopment described in this Agreement, through reimbursement of the Public Redevelopment Costs. The Redeveloper understands that the Tax Increment pledged to payment of the Public Redevelopment Costs is derived from real estate taxes on the Minimum Improvements, which takes must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, that in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority through the Termination Date to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Review of Taxes. (a) The Redeveloper agrees that prior to the Termination Date, it will not cause a reduction in the real property taxes paid in respect of the Redevelopment Property through: (A) willful destruction of the Redevelopment Property or any part thereof; or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this Agreement. The Redeveloper also agrees that it will not, prior to the Termination Date, apply for a deferral of property tax on the Redevelopment Property pursuant to any law, or transfer or permit transfer of the Redevelopment Property to any entity whose ownership or operation of the property would result in the Redevelopment Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City or Authority in accordance with this Agreement). (b) Nothing in this Agreement shall limit the right of the Redeveloper, or its successors and assigns, to bring a tax petition challenging a market value determination for the Redevelopment Property; provided that if the Redeveloper brings such a challenge, the Redeveloper must inform the Authority of such tax petition in writing. During the pendency of such challenge, the Authority shall have the right to withhold all payments of principal and interest on the Note until the Redeveloper's challenge is resolved. Upon resolution of Redeveloper's tax petition, any Available Tax Increment deferred and withheld under this Section shall be paid, without interest thereon, to the extent payable under the assessor's final determination of market value. (The remainder of this page is intentionally left blank.) 16 50471M MNJ NE395-3 ARTICLE VII Financing Section 7.1. Generally. (a) Before commencement of construction of the Minimum Improvements, the Redeveloper shall submit to the Authority or provide access thereto for review by Authority staff, consultants and agents, evidence reasonably satisfactory to the Authority that Redeveloper has available funds, or commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans, or other sources sufficient to construct the Minimum Improvements, provided that any lender or grantor commitments shall be subject only to such conditions as are normal and customary in the commercial lending industry. (b) If the Authority finds that the financing is sufficiently committed and adequate in amount to pay the costs specified in paragraph (a) then the Authority shall notify the Redeveloper in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within twenty (20) days from the date when the Authority is provided the evidence of financing. A failure by the Authority to respond to such evidence of financing shall be deemed to constitute an approval hereunder. If the Authority rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Redeveloper shall submit adequate evidence of financing within ten (10) days after such rejection. Section 7.2. Authority's Option to Cure Default on Mortgage. In the event that there occurs a default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, to the extent the Redeveloper is aware of such default, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage, Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. In the event there is an event of default under this Agreement, the Authority will transmit to the Holder of any Mortgage a copy of any notice of default given by the Authority pursuant to Article IX of this Agreement. Section 7.3. Modification,• Subordination. In order to facilitate the securing of other financing, the Authority agrees to subordinate its rights under this Agreement provided that such subordination shall be subject to such reasonable terms and conditions as the Authority and Holder mutually agree in writing. Notwithstanding anything to the contrary herein, any subordination agreement must include the provision described in Section 7.2. 17 5€7471M MNI NE395-3 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Re resentation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper's Transfer of ProMlly,_,and A.ssignrnent of Agreement. The Redeveloper represents and agrees that until the issuance oftheCertificate of Completion for the Minimum Improvements: (a) Except as specifically described in this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a "Transfer"), without the prior written approval of the Authority's board of commissioners. The term "Transfer" does not include (i) encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property or to construct the Minimum Improvements or component thereof; (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Minimum Improvements; (iii) acquisition of a controlling interest in Redeveloper by another entity or merger of Redeveloper with another entity; or (iv) any sale, conveyance, or transfer in any form to any Affiliate. (b) If the Redeveloper seeks to effect a Transfer requiring the approval of the Authority prior to issuance of the Certificate of Completion, the Authority shall be entitled to require as conditions to such Transfer that: (1) any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred; and (2) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable in the public land records of Hennepin County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Redeveloper under this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to 18 50471Ov5 MN[ NE395-3 such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Redevelopment Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Redevelopment Property that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the Redevelopment Property, from any of its obligations with respect thereto. (3) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. (c) If the conditions described in paragraph (b) are satisfied then the Transfer will be approved and the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance with the terms of this Article. (d) Upon issuance of the Certificate of Completion, the Redeveloper may transfer or assign the Minimum Improvements and/or the Redeveloper's rights and obligations under this Agreement with respect to such property without the prior written consent of the Authority; provided that: (i) until the Termination Date the transferee or assignee is bound by all the Redeveloper's obligations hereunder with respect to the property and rights transferred. The Redeveloper shall submit to the Authority written evidence of any such transfer or assignment, including the transferee or assignee's express assumption of the Redeveloper's obligations under this Agreement. If the Redeveloper fails to provide such evidence of transfer and assumption, the Redeveloper shall remain bound by all obligations with respect to the subject property under this Agreement; and (ii) upon compliance with clause (d)(i) above (whether the transfer occurred before or after issuance of the Certificate of Completion), the Redeveloper shall be released. from its obligations under this Agreement with respect to the property transferred. 19 504710v5 MN1 NE395-3 (iii) The Authority expressly consents to the rights of Good Samaritan to purchase the Redevelopment Property pursuant to that certain Purchase Option Agreement dated , 2017 and recorded on , 2017 as Document No. in the office of the Hennepin County Recorder. Upon such Transfer and receipt by the Authority of the express assumption by Good Samaritan of the Redeveloper's obligations under this Agreement, the Redeveloper shall be released from its obligations under this Agreement. The provisions of this paragraph (d) apply to all subsequent transferors, assuming compliance with the terms of this Article. Section 8.3. Release and Indemnification Covenants. (a) The Redeveloper releases from and covenants and agrees that the Authority and the governing body members, officers, agents, servants and employees thereof (the "Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (b) Except for any willful or negligent misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, the Redeveloper agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c) Except for any negligence of the Indemnified Parties (as defined in clause (b) above), and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. 20 504710v5 MN[ NE395-3 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, after the non -defaulting party provides 30 days written notice to the defaulting party of the event, but only if the event has not been cured within said 30 days or, if the event is by its nature incurable within 30 days, the defaulting party does not, within such 30-day period, provide assurances reasonably satisfactory to the party providing notice of default that the event will be cured and will be cured as soon as reasonably possible: (a) Failure by the Redeveloper or the Authority to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement, or (b) The Redeveloper: (i) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law; or (ii) makes an assignment for benefit of its creditors; (iii) admits in writing its inability to pay its debts generally as they become due; (iv) is adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non -defaulting parry may: (a) Suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under the Agreement. (b) Upon a default by the Redeveloper under this Agreement, the Authority may terminate the Note and this Agreement. (c) Take whatever action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement, provided that nothing contained herein shall give the Authority the right to seep specific performance by Redeveloper of the construction of the Minimum improvements. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, 21 504710v5 MN1 NE395-3 but each and every such remedy shall be cumulative and shall be in addition to every ether 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. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional -Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 9.5. Attorney Fees. Whenever any Event of Default occurs (as determined by a final court or administrative order or Redeveloper admissions) and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within 10 days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority. 22 5447100 MNI NE395-3 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable The Authority and the Redeveloper, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the Authority shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Authority or County or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Section 10.2. E ual Employment Opportuni1y., The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state and local equal employment and non-discrimination laws and regulations. Section 10.3. Restrictions on Use. The redeveloper agrees that until the Termination Date, the Redeveloper, and such successors and assigns, shall devote the Redevelopment Properly to the operation of the Minimum Improvements for uses described in the definition of such term in this Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 1110 Yellow Brick Road, Chaska, Minnesota 55318; and 23 504714v5 MNI NE395-3 (b) in the case of the Authority, is addressed to or delivered personalty to the Authority at 4401 Xylon Avenue N, New Hope, Minnesota 55428, Attn: Executive Director; 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 10.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recording. The Authority may record this Agreement and any amendments thereto with the Hennepin County recorder. The Redeveloper shall pay all costs for recording. Section 10.9. Amendment. This Agreement may be amended only by written agreement approved by the Authority and the Redeveloper. Section 10.10. Authority Approvals. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative. Section 10.11. Termination. This Agreement terminates on the Termination Date. 24 504710v5 MNI NE395-3 IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this Agreement to be duly executed in its name and behalf on or as of the date first alcove written. ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA, a public body corporate and politic Its Presi ent By �\ .. ;�'� Its Executive Director STATE OF MINNESOTA } J SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 24`h day of August, 2020, by Kathi Hernken and Kirk McDonald, the President and Executive Director of the Economic Development Authority in and for the City of New Hope, Minnesota, a public body corporate and politic, on behalf of the Authority. IF VALIRIE J. LECNdE �; ''. • �r � �.,Mn Sri. eta R Notary Public 25 50471MMNI NE395-3 THE LODGE OF NEW HOPE LLC, a Minnesota, Nonprofit ' `ted liab- i l Y By, Its STATE OF MINNESOTA {y' ) SS. COUNTY 01A- �r ' J 09G g - The foregoing instrument was acknowledged before me this( day of C by jG �� ,�, the ' of The Lodge of New Hoge LLC, a Minnesota nonprofit limited liability company, on be f of the company. Notazy Public cLUKt: t. AELCHER7 Mv MV t4oTARYY-MWNESOTA 26 5047100 MITI NE395-3 SCHEDULE A Redevclopment Property Lot 1, Buck 1, Ambassador Second Addition, Hennepin County, Minnesota. A-1 504710u5 MN1 NE395-3 SCHEDULE B AUTHORIZING RESOLUTION ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA RESOLUTION NO. RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE, SERIES 20 TO THE LODGE OF NEW HOPE LLC. BE IT RESOLVED BY the Board of Commissioners ("Board") of the Economic Development Authority in and for the City of New Hope, Minnesota, New Hope, Minnesota (the "Authority") as follows: Section 1. Authorization, Award of Sale. 1.01. Authorization. The Authority has approved the establishment of its Good Samaritan Tax Increment Financing District (the "TIF District") within Redevelopment Project No. 1 ("Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. The City of New Hope ("City") will consider approval of the TIF District at its meeting on the date hereof. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public redevelopment costs of the Project. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note, Series 20s (the "Note") for the purpose of financing certain public redevelopment costs of the Project. 1.02. A roval of Agreement, Issuance, Sale, and Terms rof the Note. (a) The Contract for Private Redevelopment (the "Agreement") between the Authority and The Lodge of New Hope LLC (the "Owner"), as presented to the Board, is hereby in all respects approved, subject to approval of the establishment of the TIF Distract by the City Council, and further subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Agreement by such officials shall be conclusive evidence of approval. Authority staff and officials are authorized to tape all actions necessary to perform the Authority's obligations under the Agreement as a whole, including without 50471W MM NE3ss-3 B-1 limitation execution of any documents to which the Authority is a party referenced in or attached to the Agreement, all as described in the Agreement. (b) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the Agreement. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (c) The Note shall be issued in the maximum aggregate principal amount of $534,000 to the Owner in consideration of certain eligible costs incurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the lesser of 3.9% or the actual interest rate of the Owner's mortgage financing, from the date of issue per annum to the earlier of maturity or prepayment. The Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.3 of the Agreement. The Note is secured by Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal and interest rate amounts adjusted as of the date of issue: (The remainder of this page is intentionally blank.) 5047I0v5 MNI NE395-3 $_Z UNITED STATE OF AMERI+CA STATE OF MINNESOTA COUNTY OF HENNEPIN ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA No. R-1 TAX INCREMENT REVENUE NOTE SERIES 20_ Date Rate of Original Issue ado , 20 The Economic Development Authority in and for the City of New Hope, Minnesota (the "Authority") for value received, certifies that it is indebted and hereby promises to pay to The Lodge of New Hope LLC or registered assigns (the "Owner"), the principal sum of $ and to pay interest thereon at the rate of percent C_%} per annum, solely from the sources and to the extent set forth herein. Capitalized terms shall have the meanings provided in the Contract for Private Redevelopment between the Authority and the Owner, dated as of August 28, 2017 (the "Agreement), unless the context requires otherwise. 1. Pa, moments.. Principal and interest ("Payments") shall be paid on August 1, 2019 and each February 1 and August 1 thereafter to and including February 1, 2034 ("Payment Dates") in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. Interest accruing from the date of issue through and including February 1, 2019 shall be compounded semiannually on February 1 and August 1 of each year and added to principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon thirty (30) days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 3. Available Tax Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall mean, on each Payment Date, Ninety percent (90%) of the Tax Increment attributable to the Minimum 50471M MNI NE395-3 B_3 Improvements and Redevelopment Property that is paid to the Authority by Hennepin County in the six months preceding the Payment Date. (b) The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment and the failure of the Authority to pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2034. 4. Default. if on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within thirty (30) days after the Event of Default is cured. If the Event of Default is not cured in a timely manner, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular Payment otherwise required to be made under this Note. 6. Nature of Obli ation. This Note is one of an issue in the total principal amount of $ , issued to aid in financing certain public redevelopment costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.090 through 469.1081, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on August 28, 2€117, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794, as amended. This Note is a limited obligation of the Authority which is payable solely from Available Tax, Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7, Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority Dept for that purpose at the principal office of the City Finance Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such 5047100 MNI NE395-3 B-4 transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. Except as otherwise provided in Section 3.3(d) of the Agreement, this Note shall not be transferred to any person or entity, unless the Authority has provided written consent to such transfer. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution. and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Economic Development Authority in and for the City of New Hope, Minnesota have caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. Executive Director ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA President 5047100 MNI NE395-3 B_5 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of Signature of --Registration Registered Owner City Finance Director , 20_ The Lodge of New Hope LLC Federal Tax I D No 50471Ov5 MNi NE395-3 B-6 Section 3. Terms, Execution and Delivery. 3.01. Denomination. Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates, Interest Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows; (a) Rep stet. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Impro`er or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of sum or sums so paid. 504710v5 MNI NE395-3 B-7 (f) Taxes Fees and Charges, For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of life amount, Termination Dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and DelivM. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01 Pledge. The .Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund on or before each Payment Date the Available Tax Increment in an amount equal to the Payment then due, or the actual Available Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon the termination of the Note in accordance with its terms. 5047100 MNI NE395-3 13-8 4.03. _Additional Obligations. The Authority will issue no other obligations secured in whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the pledge on the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and fumish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Effective Date. This resolution shall be effective upon approval. Approved by the Board of Commissioners of the Economic Development Authority in and for the City of New Hope, Minnesota on , 2017. President ATTEST; Executive Director 504710v5 MNI NE395-3 B_9 SCHEDULE C MINIMUM IMPROVEMENT COSTS USES ACQUISITION COSTS 360,000 Land 360,000 CONSTRUCTION COSTS 4,809,000 Apartments 4,140,000 Contingency 217,000 SACIWAC1Met C SACIUAC 252,000 Site Work/Public Utilities 200,000 SOFT COSTS PROFESSIONAL SERVICES 443,000.00 Architectural, Engineering & Professional Fees 207,000 Cost Certification 10,000 FF&E 102,000 Legal - Development 45,000 Marketing 75,000 Survey 4,000 FINANCING COSTS 344,500 Capitalized Interest 175,000 Construction Period Interest 77,500 Financing Fee 85,000 Title Insurance 7,000 PROJECT MANAGEMENT 220,000 Developer Fee 220,000 CASH ACCOUNTS 300,000 Working Cap 300,000 TOTAL USES 6,476,600 50471Ov5 MN NE395-3 'C-1 SCHEDULED FORM OF CERTIFICATE OF COMPLETION (The remainder of this page is intentionally blank.) 50471W MNI NE395-3 D-1 CERTIFICATE OF COMPLETION WHEREAS, the Economic Development Authority in and for the City of New Hope, Minnesota (the "Authority") and The Lodge of New Hope LLC ("Redeveloper") entered into a certain Contract for Private Redevelopment dated August 28, 2017 (the "Contract'% recorded at the office of the County Recorder of Hennepin County as Document No. ; and WHEREAS, the Contract contains certain covenants and restrictions set forth in Articles III and IV thereof related to constructing certain Minimum Improvements; and WHEREAS, the Redeveloper has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the .Authority to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all construction and other physical improvements related to the Minimum Improvements specified to be done and made by the Redeveloper have been completed and the agreements and covenants in Articles III and IV of the Contract relating to such construction have been performed by the Redeveloper, and this Certificate is intended to be a conclusive determination of the satisfactory termination of the covenants and conditions of Articles III and IV of the Contract related to completion of the Minimum Improvements, but any other covenants in the Contract shall remain in full force and effect. (The remainder of this page is intentionally blank.) 5047100 MM NE395-3 D-2 Dated: , 20 STATE OF MINNESOTA SS. COUNTY OF HENNEPIN ) ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA Authority Representative The foregoing instrument was acknowledged before me this day of 20_, by , the of the Economic Development Authority in and for the City of New Hope, Minnesota, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the authority. Notary Public This document was drafted by: KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 Telephone: 337-9300 (Signature page to Certificate of Completion) 504710v5 MNi NE395-3 D_3 SCHEDULE D Form of Renter's Income Verification Form PROPERTY iNFORMATION� Postal Address of Property Unit Number TENANT INFORMATION Name of Tenant Phone # Number of family/household members: Annual Household Income* *Annual Household Income must be supported by documentation (i.e. copy of most current 1040's, etc.). Failure to provide verification will constitute a "soon -qualifying tenant". INCOME LIMIT INFORMATION 20 Income Limits 1 Family Size Income l 2 4 S 6 7 Does the Tenant meet these limits and has appropriate documentation been submitted? YES NO Pursuant to the Contract for Private Redevelopment between the Economic Development Authority in and for the City of New Hope, Minnesota and The Lodge of New Hope LLC, dated , 2017, at least 20% (i.e. 7) of the 31 rental units comprising the Minimum Improvements must be reserved for tenants whose income is 50% or less of the area's median gross income. Signature of Tenant(s) Date Date Reviewed and approved on behalf of Economic Development Authority in and for the City of New Hope, Minnesota. M Date D-1 50471M MM NE3395-3