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021494 EDA - Official File Copy C~Y OF NEW HOPE EDA AGENDA EDA Regular Meeting #1 February 14, 1994 President Edward J. Erickson Commissioner W. Peter Enck Commissioner Gerald Otten Commissioner Terri Wehling Commissioner Marky Willlamson 1. Call to Order 2. Roll Call 3. Approval of Minutes of November 22, 1993 4. Resolution Directing and Authorizing President and Executive Director to Execute Loan/Grant Documents for Community Center Expansion Project at Broadway Village Apartments (Improvement Project No. 513) 5. Adjournment CITY OF NEW HOPE 4401 XYLON AVENUE NORTH HENNEPIN COUNTY, MINNESOTA 55428 Approved EDA Minutes November 22, 1993 Meeting #16 CALL TO ORDER President Erickson called the meeting of the Economic Development Authority to order at 7:51 p.m. ROLL CALL Present: Erickson, Otten, Enck, Wehling Absent: Williamson APPROVE MINUTES Motion was made by Commissioner Otten, seconded by Commissioner Enck, to approve the EDA minutes of November 8, 1993. All present voted in favor. Motion carried. IMP. PROJECT 513 President Erickson introduced for discussion Item 4, Discussion Regarding Item 4 Loan/Grant Agreements for Broadway Village Community Center Expansion (Improvement Project No. 513). President Erickson reported that staff is not prepared to discuss this item at tonight's meeting. IMP. PROJECT 505 President Erickson introduced for discussion Item 5, Resolution Approving MHFA LOAN Minnesota Housing Finance Agency Publicly-Owned Neighborhood Land AGREEMENT FOR Trust Program Loan Commitment Agreement, Improvement Project No. 5009 WINNETKA 505. Item 5 Mr. Kirk McDonald, Management Assistant/Community Development Coordinator, explained that in the summer of 1993 the MHFA held a competitive grant process for what was called the Minnesota Land Trust Program. The City of New Hope was one of several cities awarded a grant. The purpose of the grant is to provide funds to provide housing at a reasonable cost to Iow and moderate-income residents in the City. Staff proposes to utilize this money as one of the tools in the acquisition/demolition and construction of a new building at 5009 Winnetka. The City is in the process of acquiring this property and hopes to construct a new handicapped accessible two-family dwelling unit on the site for resale to Iow/moderate income residents. The plan is to use this $45,000 MHFA land trust money to acquire the property and to use HOME funds to build the structure. Mr. McDonald stated the City has already been provided the grant but it needs to approve the loan commitment before the funds can be disbursed. He stated land trust means that the City would actually own the land and even though the building will be sold the City would maintain a long-term ground lease for the property. He explained that the sale agreement would contain language requiring the owner to maintain the grounds. The EDA discussed liability issues as a result of the City remaining the property owner. New Hope EDA November 22, 1993 Page 1 Mr. Steve Sondrall, City Attorney, stated the City will require that it additional insured relating to insurance coverages. He stated he revi( the documents and the City will continue to own the underlying fee o~ property but it has the right to issue our own lease to a leasee for up period of 99 years. He spoke regarding repayment of the loan. He si the City should be able to work out terms as it proceeds in the pro{; He stated by entering the loan commitment the only exposure to the is the possibility of returning the money if the City elects to withdraw the program. It was noted that the cost of the building will be lower due to the fac1 the City will remain the land owner and the property will be valued E on building only. Commissioner Enck expressed concern regarding the value of the $45 grant if there is a long-term commitment to the City to maintair property for a minimum of 20 years. He noted the potential expen staff time to ensure that the tenant is adhering to the lease. He concl by agreeing to the loan commitment but suggested that staff reviev program and voluntarily withdraw if it proves not to be advantageo, the City. Mr. Sondrall commented that the documents indicate the City will ow land, then it may lease the land to a non-profit organization who in can provide affordable housing to Iow/moderate income persons. EDA RESOLUTION Commissioner Enck introduced the following resolution and move 93-16 adoption: RESOLUTION APPROVING MINNESOTA HOUSING FIN/ Item 5 AGENCY PUBLICLY-OWNED NEIGHBORHOOD LAND TRUST PROG LOAN COMMITMENT AGREEMENT". The motion for the adoption ¢ foregoing resolution was seconded by Commissioner Wehling, and vote being taken thereon the following voted in favor thereof: Eri( Otten, Enck, Wehling, and the following voted against the same: r Absent: Williamson; whereupon the resolution was duly oasse¢ adooted, signed by the president which was attested to by the exec director. ADJOURNMENT Motion was made by Commissioner Wehling, seconded by Commis,, Enck, to adjourn the meeting. All present voted in favor. The New EDA adjourned at 8:10 p.m. Respectfully submitted, Valerie Leone CiW Clerk New Hope EDA November 22, Page 2 ~u~ II  REQUEST FOR ACTION Originating Department Approved ~r Agenda Agenda Section Manager 2-14-94 EDA Kirk McDonald ~ Item No. Management Assistant By:~/ 4 RESOLUTION DIRECTING AND AUTHORIZING PRESIDENT AND EXECUTIVE DIRECTOR TO EXECUTE LOAN/GRANT DOCUMENTS FOR COMMUNITY CENTER EXPANSION PROJECT AT BROADWAY VILLAGE APARTMENTS (IMPROVEMENT PROJECT NO. 513) The enclosed resolution authorizes the President and Executive Director of the EDA to execute the loan/grant documents for the community center expansion and lighting project at the Broadway Village Apartments. The loan/grant proposal requires the borrower and the EDA to each fund 50% of the development costs for the project. The EDA contribution would not exceed $142,500 and would be funded out of excess tax increment reserves for that TIF District. The borrower has agreed to provide the EDA with a non-exclusive license agreement permitting the EDA to utilize the community center for appropriate public functions for a 20- year period in consideration for the EDA's funding participation. The development of the corner lot at 62nd and West Broadway is not subject to the enclosed documents. SuperAmerica is in the process of coming back to the City with a development proposal for that lot, therefore we are not making it part of this transaction. Staff recommends approval of the resolution. Remew: Admini~ration: Finance: RFA-O01 ~ FE8-I0-94 THU 15:29 w~u~ c. ~.,,T 85~5 ~inbr~k Cr~ing ~r~yn ~r~, Min~e$o~ 55443 February 10~ 1994 Kirk McDonald Management Asst. City of New Hope 4401 Xylon Avenue NOrth New Nope, MN 55428 FiE: Broadway LaNel/Golle Holmes Loan/Grant Documents Our File No: 99.11115 Dear Kirk: In fo1 low up to our recent telephone conversation pleas, nd enclosed revised Loan/Orant documents for the ~road~Way V community Center expansion. However-, bear in mind that devel of the corner lot at 82nd and West Broadway is not subject :he enclosed documents. It is my understanding that SuperAmer is coming, back 'to the City with a development proposal for the >t, therefore we are not making it part of the transaction conte~ :ed by the enclosed agreements. Contact me if yOU have any questions, Very trul. y you'rs~ Steven A. Sondr'all sit , Enclosures Past-it' Fax Note 7671 Dateg-/o ~0~ ~ '" Vh~0 ~ .... ~ ~ ~ ~ "" FEB-tO-94 THU 15:29 P, 02/02 EDA RESOLUTION NO. 94- RESOLUTION DIRECTZNG AND AUTHORIZING PRESIDENT AND EXECUTIVE DIRECTOR TO EXECUTE LOAN/GRANT DOCUMENT~ FOR COMMUNITY CENTER EXPANSION PROJECT AT BROADWAY VILLAGE APARTMENTS WHEREAS, Broadway LaNel/Golle Holmes, a Minnesot~ limited parznership, (hereinafter "Borrower") is the fee owner of the Broadway Village Apartment complex legally described in the Loan/Gr~nt documents, and E~_~_~, Borrower has made application to the Economic Development Authority in and for the Cily of New Hope (hereinafter "EDA',) for s loan/grant to construct a community center at the apartment complex, and WHERE6S, the loan/grant proposal requires Borrower and EDA to each fund 50% of the development cost~ for the community center, and WHEREAS, Borrower has agreed to provide the EDA~w~th a non- exclusive license agreement permitt{n~ the EDA to utilize the community center for appropriate public functions ~or a 20 year period in consideration for the EDA's funding p~rticipation. NOW, THEREFORE~BE IT RESOLVED by the Economic Development Authority in and for the City of New Hope ~s fo~ow~: 1. That the President ~r]d Executive Director are hereby authorizeQ and d~rected to execute a~l Loan/Grant documents to consummate the transaction with the ~orrower after approval of' ~id documents by the City Attorney. 2. That the EDA fund 50~ of the development costs of the project as ~et out in the terms of the Lo~n/Gr~nt documents, but not to exceed $142,500.00. Dated the day of February, 1994. President AZ%eSt: ,,_... Executive Director BUILDING LOAN/GRANT AGREEMENT THIS AGREEMENT is made and entered into on 199_, by and between Broadway LaNel/Golle Holmes, a Minne Limited Partnership (hereinafter referred to as "Borrower"), its principal place of business located at Suite 601, Excelsior B1vd., Minneapolis, MN 55416, and the Econ Development Authority in and for the City of New Hope, a Minne Municipal Corporation (hereinafter referred to as "Lender"), its place of business located at 4401Xylon Avenue North, New H. MN 55428. ARTICLE I Definitions Section 1.01 Defined Terms. As used in this Agreement, following terms shall have the meanings set out respectively a each (such meanings to be equally applicable to both the sing~ and plural forms of the terms defined): (a) "Advance" - An advance made or to be made by Lender to the Borrower pursuant to Article II hereof. (b) "Architect", if any - Lenard Lampert, which administer the Construction Contract Documents. (c) "Borrower" - Broadway LaNel/Golle Holmes. (d) "Completion Date" - December 31, 1994 (provided i if the Lender shall extend such date in writing, then th~ Completion Date shall be such later date), being the date of required completion of the Project, subject, however, to force majeure in which case Lender consent to extend shall not be required. (e) "Contractor" - Any person who shall be engaged to work on or to furnish materials and supplies for, the Project, if applicable, a general contractor. (f) "Construction Contract Document's" - The document or documents, including but not limited to any construction plans and specifications, which, together with the exhibits thereto, collectively form the contract between the Borrower and Contractor or Contractors concerning construction and/or rehabilitation of the Project. (g) "Disbursing Agent" - Commonwealth Land Title Insurance Company. (h) "Disbursing Agreement" - The disbursement agreement by and between Lender, Borrower and Disbursing Agent which controls the disbursement of the loan proceeds, which such document is incorporated herein by reference as if it were attached hereto as a separate exhibit. (i) "Draw Requisition" - The form, substantially in the form of Exhibit B attached hereto, which is to be submitted to the Disbursing Agent when an Advance is requested, and which is referred to in Section 2.02 hereof. (j) "Event of Default" - One of the events of de1 specified in Section 6.01 hereof. (k) "Inspecting Engineer", if any - Bonestroo, Ro~ Anderlik & Associates. (1) "Lender" - The Economic Development Authority i~ for the City of New Hope. (m) "Loan Commitment" - The commitment of the LE hereunder to make loan to the Borrower in an aggrE principal amount of up to and including One Hundred Fort) Thousand Five Hundred Dollars ($142,500.00), which document is incorporated herein by reference as if it attached hereto as a separate exhibit. (n) "Commitment Termination Date" - The completion or the date of the termination of the Loan Commitment pur~ to Section 6.02 hereof, whichever date occurs earlier. (o) "Loan" - A loan/grant of monies from Lende Borrower in an amount not to exceed One Hundred Fort~ Thousand Five Hundred Dollars ($142,500.00). (p) "Note" - The Promissory Note evidencing the Adv~ to be made hereunder for the Loan which such documen incorporated herein by reference as if it were attached he as a separate exhibit, (q) "Project" - The buildings and structures to v the improvements described in the Construction Con1 Documents are to be made. (r) "Rea] Estate" - The land upon which the Project ]ocated, described on Exhibit A attached hereto, ARTICLE 1! Commitment to Make Advances Terms of Advances and Draw Requests Section 2.01 The Advances. The Lender agrees, on the terms and subject to the conditions hereinafter set forth, to approve Advances from the Loan/Grant to the Borrower from time to time during the period from the date, hereof to the Commitment Termination Date in an aggregate principal amount of up to and including One Hundred Forty-Two Thousand Five Hundred Dollars ($142,500.00). The obligation, if required, of the Borrower to repay the Advances from the Loan shall be evidenced by the Note and Loan/Grant Commitment. Section 2.02 Draw Requisitions. Whenever the Borrower desires to borrow hereunder, which shall be no more often than monthly, the Borrower shall submit to the Disbursing Agent and Lender a Draw Requisition, duly executed on behalf of the Borrower, setting, forth the information requested therein. Each draw requisition shall be certified as true and accurate by Borrower's construction control manager relative to the percentage of work completed on which payment is requested. Each Draw Requisition with respect to construction items shall be limited to amounts 4 equal to (i) the total value of the work by percentag~ completion as approved by Borrower and Lender, plus (ii) the ~ of materials and equipment not incorporated in the Project, delivered and suitably stored on or off the Project site in a manner acceptable to Lender, less (iii) five percent (5);), and prior Advances. Notwithstanding anything herein to the contrary, no Adva for materials stored on or off the Project site will be mad Lender unless Borrower shall advise Lender of its intention t store materials prior to their delive,ry, It is specifically as that the propriety of Advances for materials stored on or off Project site shall be determined in the Lender's sole discret At the time of submission of each Draw Requisition, other the final Draw Requisition, the Borrower shall submit to the Le and Disbursing Agent the following: (a) A written lien waiver from each Contractor for done and materials supplied by it in accordance with the t of the Disbursement Agreement. (b) Such other supporting evidence as may be reque by the Lender or the Disbursing Agent to substantiate payments which are to be made out of the relevant Draw Requisition and/or to substantiate all payments then made respect to the Project. (c) A written lien waiver from each Contractor for 5 work done and all materials furnished by it for the Project. (d) Such other supporting evidence as may be requested by the Lender or the Disbursing Agent to substantiate all payments which are to be made out of the final Draw Requisition and/or to substantiate all payments then made with respect to the Project. (e) Satisfactory evidence that all work requiring inspection by mUnicipal or other governmental authorities having jurisdiction has been duly inspected and approved by such jurisdiction, and that all requisite certificates of occupancy and other approvals have been issued. If on the date an Advance is desired, the Borrower has performed all of its agreements and complied with all requirements therefore to be performed or complied with hereunder, and the Lender approves the relevant Draw Requisition, the Lender shall authorize the Disbursing Agent to pay the amount of the requested Advance, which agent will disburse such funds pursuant to and in accordance with the terms of the Disbursing Agreement. Provided, however, the final Advance to Borrower hereunder shall be payable fifteen (15) days after final completion of the Project and satisfaction of the conditions for final payment as provided in the Construction Contract Documents. Section 2.03 Disbursement of Borrower's Funds. If the Lender shall at any time in good faith determine that the undisbursed amount of the Advances, plus the amount of all other f committed to the completion of the Project, is less than the a~ required to pay all costs and expenses of any kind which reason may be anticipated in connection with the completion of the Project, and shall thereupon send written notice thereof Borrower specifyin9 the amount required to be deposited by Borr with the Disbursing Agent to provide sufficient funds to comp the Project, then the Borrower agrees that it will, within ten calendar days of receipt of any such notice, deposit with Disbursing Agent the amount of funds specified in the Lend notice, Borrower agrees that any such funds deposited with Disbursing Agent may be disbursed by the D~sbursing Agent be any further disbursement of loan proceeds from the Lender, to any and all costs and expenses of any kind in connection completion of the Project, Section 2.04 Advances Without Receipt of Draw Requisit Notwithstanding anything herein to the contrary, 'the Lender s have the irrevocable right at any time and from time to time apply funds which it agrees to advance hereunder to pay any and of the expenses referred to in Section 7.04 hereof, all wit receipt of a Draw Requisition for funds from the Borrower. ARTICLE [[! Conditions of Lending Section 3.01 Condition Precedent to Any Advance. The obligation of the Lender to approve Advances hereunder (including the initial funding) shall be subject to the condition precedent that it shall have received the following on or before the date of the initial funding hereunder (or in the case of items to be furnished to the Lender on or before the date of a later Advance, on or before the date of the relevant Advance): (a) The Note duly executed by the Borrower. (b) Evidence, in form and substance satisfactory to Lender, that the Disbursing Agent is holding sufficient funds, including the proceeds of the Loan, to complete the Project as contemplated by the Construction Contract Documents. (c) A copy of the fully executed Construction Contract Documents, with such contracts being reasonably acceptable to the Lender. (d) A sworn construction statement duly executed on behalf of the Borrower, in form and substance reasonably satisfactory to the Lender,.showing all costs and expenses of any incurred and to be incurred in constructing the Project. (e) Title evidence, in form and substance reasonably sat.isfactory to the Lender. (f) Evidence reasonably satisfactory to the Lender that all required permits and other permits have been obtained as required. (g) Copies of or binders for the delivery of the policy of fire and extended coverage and comprehensive get liability insurance required under Section 5.01 (c) her with all such insurance in full force and effect and app~ by the Lender. (h) Where applicable, a copy of the partner agreement or corporate documents of the Borrower. (i) The License Agreement duly executed by Borr granting the City of New Hope and Lender a non-exclusive r to use Borrower's community center for public meetings civil functions. (j) A binding commitment from Broadway LaNel, a Lin Partnership, owners of the Anthony James Apartments adja to the property that it will acquire and develop real prow legally described as in a manner reasonably satisfactory to Lender. (k) Any and all such other documents and agreement which Lender deems reasonably necessary to establish organization to repay the Loan, and to secure such repay~ (1) Any and all such other documents and agree~ which Lender deems reasonably necessary to establish there is sufficient additional funds, other than the procE of the Loan, to pay for the work to be performed under Construction Contract Documents. Section 3.02 Further Conditions Precedent to Any Advance. The obligation of the Lender to make any Advance hereunder (~ncluding the initial binder) shall also be subject to the following conditions precedent: (a) No Event of Default hereunder, or event which would consti'tute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse, shall have occurred and be continuing. (b) No det-ermination shall have been made by the Lender that the undisbursed amount of the Advances plus the amount of all other funds committed to the completion of the Project is less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the completion of the Project, or if such a determination has been made and notice thereof sent to Borrower, Borrower has deposited the necessary funds with the Disbursing Agent in accordance with Section 2.03 hereof.' (c) The requirements of the Disbursing Agent set forth in the Disbursing Agreement has been satisfied. ARTICLE IV Representations and Warranties Section 4.01 Representations and Warranties. The Borrower represents and warrants as follows: (a) The execution of this Agreement, the Note, the 10 License Agreement, Loan\Grant Commitment, and any and other documents referred to herein are, where applica within the powers of Borrower, and do not violate provision of law, (b) The Note, when duly executed and delivered for value, will constitute the legal, valid and binding obliga of the Borrower enforceable in accordance with its terms (c) This Agreement, the Note, and any and alt o documents referred to herein are the legal, valid and bin obligations of the Borrower enforceable against the Borr in accordance with their respective terms, (~d) The Borrower has title to the Real Estate Project, (e) The Project will be constructed substantiall: accordance with the Construction Contract Documents, wil constructed entirely on the Real Estate, and will not encr upon or overhang any easement right-of-way of land constituting part of the Real Estate, (f) The Project and the contemplated use thereof, during construction and at the time of completion, will violate any applicable zoning or use statute, ordina building code, rule or regulation, or any covenant agreement of record, 11 (g) The Borrower agrees that it will furnish from time to time such satisfactory evidence regarding the representations and warranties described herein as may be required by the Lender. ARTICLE V Additional Covenants of Borrower Section 5.01 Affirmative Covenants. The Borrower agrees that: (a) Borrower will cause construction of the Project to commence, and thereafter will cause the Contractor or Contractors to diligently proceed with construction of the Project according to the Construction Contract Documents, so that the Project can be completed by the Completion Date. Borrower further agrees to provide all funds required over and above the proceeds of the Loan plus the amount of all other funds committed to the completion of the Project if such additional funds should be necessary to complete the construction of the Project. (b) Borrower will require its construction contract manager to comply with the Uniform Municipal Contracting Law in letting contracts and expending public funds on this project. Also Borrower will require the Contractor or Contractors to comply with all rules, regulations, ordinances and laws bearing on its conduct of work on the Project. 12 (c) The Borrower will provide and maintain, or cause the Contractor or Contractors to provide and maint at all times during the process of building the Project, from time to time at the request of the Lender, furnish Lender with proof of payment of premiums on, the follo. insurance: (1) Borrower to maintain fire and exte~ coverage, in an amount equal to the lesser of the am, of the Loan or the full insurable value of the Proj, with the Lender named as loss payee, and to includ~ overlap endorsement or rider covering the risk of rehabilitation work; (2) Borrower or Contractor(s) to pro' comprehensive general liability insurance, including Lender as a named insured, including operati~ contingent liability, operations of subcontract~ completed operations and contractual liability insur; with limits (i) against bodily injury of not less $1,000,000, and (ii) against property damage of not than $250,000 {to accomplish the above-required lim' an umbrella excess liability policy may be used); al (3) Contractor(s) to provideworkmen's compensa~ insurance, with statutory coverage. The policies insurance required pursuant to Sections 5.01 (c)(1). 13 (2) hereinabove shall be in form and content satisfactory to the Lender, and shall be placed with financially sound and reputable insurers licensed to transact business in the State of Minnesota. The policy of insurance delivered pursuant to Section 5.01 (c)(1) hereinabove shall contain an agreement of the insurer to give not less than ten (10) days advance written notice to the Lender in the event of cancellation of such policy or change affecting the coverage thereunder. Acceptance of insurance policies delivered pursuant to Sections 5.01 (c)(1)'and (2) hereinabove shall not bar the Lender from requiring additional insurance which it reasonably deems necessary. (d) Borrower wi'Il pay all taxes and assessments levied or assessed against the Real Estate prior to the date on which penalties attach thereto; provided, however, that the Borrower may pay assessments in installments so long as no fine or penalty is added to any installment for the nonpayment thereof. (e) Borrower will permit the Lender, acting by and through its officers, employees and agents, to examine atl books, records, contracts, plans, drawings, permits, bills and statements of account pertainin9 to the Project and to make extracts therefrom and copies thereof. (f) The Borrower will furnish to the Lender as soon as 14 possible and in any event within seven (7) days after Borrower has obtained knowledge of the occurrence of Event of Default, or each event which with the givin! notice or lapse of time or both would constitute an Even Default, which is continuing on the date of such statem the statement of the Borrower setting forth detai~s of s Event of Default or event and the action which the Borr proposes to take with respect thereto. Section 5.02 Negative Covenants. The Borrower agrees t without the prior written consent of,~he Lender, it will not a or consent to any changes in the Construction Contract Docume to any change orders, or to any of the terms and provisions of Construction Contract Documents without the consent of Lender w will not be unreasonably withheld. ARTICLE V! Events of Default and Rights and Remedies Section 6.01 Events of Default. The following st constitute events of default: (a) The Borrower shall fail to duly observe or per' any of the terms, conditions, covenants, or agreem{ required to be observed or performed by the Borr( hereunder, under the Note, Loan/Grant Commitment, or under License Agreement. 15 (b) Any representation or warranty made by the Borrower herein, in the Note, or in any financial statement, certificate, report or Draw Requisition furnished pursuant to this Agreement or the Disbursing Agreement, or in order to induce the Lender to approve any Advance hereunder, shall prove to have been untrue in any material respect or materially misleading as of the time such representation or warranty was made. (c) The Borrower shall be in default under or in breach of any of the terms of the Note, and such.default or breach shall not be cured or waived by the Lender within the period or periods of grace, if any, applicable thereto. (d) At the time any Advance is requested by the Borrower the title to the Real Estate is not reasonably satisfactory to the Lender, regardless of whether the lien, encumbrance or other question existed at the time of any prior Advance. (e) The Project is materially damaged or destroyed by fire or other casualty and the loss, in the reasonable judgment of the Lender, is not adequately covered by insurance actually collected or in the process of collection. (f) The Borrower shall make an assignment for the benefits of its creditors, or shall be dissolved, or shall commit an act of bankruptcy under the United States Bankruptcy Act_ (as now or hereafter amended) or shall admit in writing its inability to pay its debts as they become due, or s file a petition in bankruptcy, or shall become or adjudicated bankrupt or insolvent, however defined, or s file a petition seeking any reorganization, dissolut liquidation, arrangement, composition, readjustment or sin relief under any present or future bankruptcy or insolv statute, law or regulation or shall file an answer admit to or not contesting the material allegations of a petit filed against it in such proceedings, or shall not, wi thirty {30} days after the filing of such a petition aga it, have the same dismissed or vacated, or shall seal consent to or acquiesce in the appointment of any trus receiver or liquidator of a material part of its propert or shall not, within thirty (30) days after the appoint (without its consent or acquiescence) of a trustee, race or liquidator of any material part of its properties, such appointment vacated. (g) Execution shall have been levied against the m Estate or any lien creditor's suit to enforce a judg~ against the Real Estate or such other property shall have brought, and (in either case) shall continue unstayed an, effect for a period of more than ten consecutive calem days. (h) The construction of the Project is abandoned o~ 17 shall be unreasonably delayed or be discontinued for a period of twenty (20) consecutive calendar days, in each instance for reasons other than acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions or any similar cause over which the Borrower is unable to exercise control, (i) The Project is not substantially completed to the ' satisfaction of the Lender in accordance with the Construction Contract Documents by the Completion Date, subject to such extensions, as may be permitted in accordance with the Construction Contract Documents. (j) When applicable, upon completion of the Project, the Borrower fails to obtain a certificate of occupancy, or such other equivalent document from the municipality in which the Project is located. {k) Lender shall, in good faith, ascertain that the cost of completing the Project in substantial accordance with the Construction Contract Documents is greater than the sum of {i) the then undisbursed portion of the Advances; and (ii) the amount of Borrower's funds on deposit with the Disbursing Agent. Section 6.02 Rights and Remedies. Upon the occurrence of an Event of Default and at any time thereafter until such Event of 18 employees, servants or agents. The Borrower's liability here~ r shall not be limited to the extent of insurance carried t r provided by the Borrower, or subject to any exclusions coverage in any insurance policy. The obligation of the Bor~ r under this Section shall survive the payment of the Loan. Section 7.03 Additional Security Interest. In the even1 Advance is to be made for materials then being fabricate stored, or both, for later use in the completion of the Pro: , but which are not then stored'upon the Real Estate or install( incorporated into the Project; ~h~n such Advance shall be made after the Borrower has given to the Lender such sec~ instruments and insurance on such materials as the Lender reasonably request. Section 7.04 Fees. Whet.her. or not any Advance shall be hereunder, the Borrower agrees .(o pay all fees of the Disbur Agent, inspection fees, appraisal fees, survey fees, recor fees, license and permit 'fees-.and title insurance and o insurance premiums, and agrees t'o reimburse the Lender upon de for all reasonable out-of-pocket expenses actually incurred by Lender in connection with this' Agreement or in connection with transactions contemplated by this Agreement, including, but limited to any and all reasonable legal expenses and attorn fees sustained by the Lender in ~he exercise of any right or re available to it under this Agreement or otherwise by law or equ 21 Section 7.05 Addresses for Notices. All notices to be given by either party to the other hereunder shall be in writing and deemed to have been given when~ delivered personally or when deposited in the United States Mail, registered or certified postage prepaid, addressed as follows: To the Borrower at: Broadway LaNel/Golle Holmes c/o Francis W, Lang Suite 650 4601 Excelsior Blvd. Minneapolis, MN 55416 To the Lender at: Economic Development Authority in and for the City of New Hope 4401 Xylon Avenue North New Hope, MN 55428 or addressed to such party at such other address as such party shall hereafter furnish by notice to the other party. Any notice delivered personally to Borrower shall be delivered to a genera] partner of Borrower and any notice delivered personally to Lender shall be delivered to an officer of Lender. Section 7.06 Termination of this Agreement. The obligations of Borrower under this Agreement, but not under the Note, Loan/Grant Commitment or License Agreement or any other agreement(s) attached hereto or incorporated herein by reference, shall cease upon Lender's certification that the construction of 22 the Project has been c~mpleted in accordance with the Construe Contract Documents, Section 7.07 Time of Essence. Time is of the essence ir performance of this. Agreement. Section 7.08 .Binding Effect and Assignment. This Agreen shall be binding upon and inure to the benefit of the Borrower the Lender and their:r.~pective successors and assigns, except the Borrower may not transfer or assign its rights hereu without the prior written consent of the Lender. Section 7,09 W~igers. No waiver by the Lender of any def hereunder shall operate as a waiver of any other default or of same default on a future occasion, No delay on the part of Lender in exercising any right or remedy hereunder shall operat a waiver thereof, nor'-shall any single or partial exercise of right or remedy prec~dde other or further exercise thereof or exercise of any other right or remedy, Section 7.10 TEe Lender's Remedies Cumulative. The ri and remedies herein Spdcified are cumulative and not exclusiv any rights or remedies which the Lender would otherwise have. Section 7.11 iGoverning Law and Entire A9reement. Agreement and the Mortgage issued hereunder and all secu therefor shall be 9overned by the laws of th® State of Minnes This Agreement contains the entire agreement of the parties on matters covered herei, n. No other agreement, statement or prom 23 made by any party or by any employee, officer, or agent of any party that is not in writing and signed by all the parties to this Agreement shall be binding. Section 7.12 Counterparts. This Agreeme. nt may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument. (THE REMAINING PORTION OF THIS PAGE WAS INTENTIONALLY LEFT BLANK) 24 IN WITNESS WHEREOF, the parties hereto have executed Agreement, or caused it to be executed by their duly author officers or partners, as of the date first above written. ECONOMIC DEVELOPMENT AUTHC IN AND FOR THE CITY OF NEW By Its President By Its Executive Director BROADWAY LANEL/GOLLE HOLME MINNESOTA LIMITED PARTNERS By Its STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this da , 1994, by Edw. J. Erickson and Daniel Donahue, the President and Executive Director, respectively, of Economic Development Authority in and for the City of New Hop Minnesota municipal corporation, on behalf of said munic corporation. Notary Public STATE OF MINNESOTA ) ) ss, COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this da , 1994 by , of Broadway LaNel/Golle Holmes, a Minne: Limited Partnership, on behalf of said limited partnership. Notary Public c:\wp51\cnh\broadway.bla 25 LICENSE AGREEMENT THIS AGREEMENT is entered into this day of , 1993, by and between the City of New Hope, Minnesota, a Minnesota municipal corporation, (hereinafter the "City"), and Broadway LaNel/Golle Holmes, a Minnesota Limited Partnership (hereinafter "Partnership"), WHEREAS, the Partnership is the fee owner of certain real property known as Broadway Village, located at West Broadway in Hennepin County, Minnesota and legally described in the attached Exhibit A (hereinafter "the Premises"); and WHEREAS, the Premises is improved with a community center located in a building with a common address of West Broadway; and WHEREAS, the Economic Development Authority in and for the City of New Hope as consideration for the Partnership's execution of this Agreement has made a $142,500,00 no-interest deferred payment loan to the Partnership to assist in the rehabilitation and expansion of the community center; and WHEREAS, the City wishes to use the community center on a non- exclusive basis for public meetings and civic functions mutually agreeable to the parties hereto; and WHEREAS, the City and the Partnership wish to reach an agreement by which the Partnership licenses the City to use the community center on the Premises for public meetings and civic functions, NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Use of the Premises. The Partnership agrees to lic and allow the City to use the community center on the Premises public meetings and civic functions mutually agreeable to parties. The City's right to use the community center shall b an as-needed non-exclusive basis subject to the follo conditions: (a) The City may schedule 12 meetings or functions year but not to exceed 2 monthly. (b) Hours of operation shall be between 8:00 a.m. 10:00 p,m. (c) The Partnership shall provide the City quart with a schedule of dates and times when the community ce will be available for City use. (d) The parties contemplate that meetings or funct will be primarily geared toward senior citizen's issues activities, however, other appropriate groups, meetings functions will be permitted by the Partnership if propose the City. (e) The City shall provide the Partnership with s (7) days notice, either verbal or written, of its inten' use the community center. Said notice shall include the and time of the intended use, the approximate number participants and the nature of the use. (f) The City agrees to return the community center after completion of a meeting, function or event to a condition equiva]ent to its pre-use condition. 2. Insurance. During the term of this Agreement, the City shall maintain public liability insurance in the amount of $200,000.00 per person, $600,000.00 per occurrence for personal damage, and $100,000,00 for property damage. The City shall provide the Partnership with a Certificate of Insurance listing the Partnership as an insured party on said policy and providing for 10 days written notice to the Partnership in the event of non-renewal or cancellation of the insurance coverage. 3. Indemnification. The City will indemnify the Partnership and its agents and employees against, and hold the Partnership, its agents and employees harmless from, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), losses, liabilities, liens, mechanic's liens, judgments and expenses (including, without limitation, attorney's fees and court costs) incurred in connection with or arising from: a. The use or occupancy of the Premises by the City or any person claiming under the City; b. Any acts, omissions or negligence of the City or any person claiming under the City, or the contractors, agents, employees, invitees or visitors of the City or any such person; 3 c. Any breach, violation, or non-performance by City or any person claiming under the City or the employ agents, contractors, invitees or visitors of the City, or such person of any term, covenant, or provision of Agreement or any law, ordinance, or governmental require of any kind; or d. This indemnification shall not apply to any 1 injury or damage proximately caused by or resulting from negligent acts or omissions of the Partnership, including not limited to, any injury or damage to the person, prope or business of the City, it employees, agents, contract invitees, visitors or any other person entering upon Premises under the express or implied invitation of the C 4. Assignment. The City's interest in this Agreement s not be assigned, mortgaged, or otherwise encumbered or transfe without the written consent of the Partnership which shall no unreasonably withheld. 5. Term/Removal. This Agreement shall run for a term of years beginning upon the date of this Agreement, and upon the of initial ten year term, the City may renew this Agreement for additional ten-year period if the following conditions are me a. Notice. The City delivers to the Partnershil writing notice of its intent to renew the term of this Agreement by the additional ten year period, which notice must be received by the Partnership prior to the expiration of the then existing Agreement term. b. Default. The City is not in default under any of the terms of this Agreement. 6. Condemnation. In the event of a complete taking of the Premises by eminent domain, this Agreement and any options to renew shall terminate upon the commencement of the condemnation action, and the City shall not be entitled to any part of the condemnation award of damages. Upon the taking of a part of the Premises by eminent domain, this Agreement shall continue for that portion of the Premises not taken as a result of the condemnation and the City shall not be entitled to any part of the condemnation award of damages. In the event of a loss or damage to the community center located on the Premises (the "Facility") by reason of fire or other event insured against by Partnership in its fire and extended coverage insurance po]icy, the parties agree as a. Partnership shall be allowed a reasonable period of time following the loss or damage to adjust the loss with the insurance carrier and receive the proceeds therefrom. b. Within a reasonable time following receipt of said proceeds, Partnership shall either (i) repair or rebuild the Facility to substantially the same condition that existed prior to such occurrence and this License shall continue the remaining term hereof or (ii) terminate this Licens( which event Partnership shall pay City, in full satisfacl of the deferred payment loan herein referred to, an amount money equal to the product obtained by multiplying $142,50( by a fraction, the numerator of which is the number complete calendar months remaining following the date damage or loss in the initial term of this License and denominator of Which is 120. 7. Default. If the City is in default under any of terms of this Agreement and has not cured said default within days after written notice of the existence of the default by City, this Agreement shall terminate and the City shall forfeit right and interest in-this Agreement to the Partnership and s~ return the Promissory Note marked satisfied. Failure of Partnership to immediately notify the City of a condition default does not waive the right of the Partnership to notify City of said condition of default at a later date and to reqc curing of the default. Additionally, failure of the Partnershi~ notify the City of a condition of default shall not in any way reduce the City's liability for the condition of defau Termination of this Agreement shall not waive or release the ¢ from any of its obligations under this Agreement prior termination. 8. Surrender of Premises. Upon the expiration or termination of this Agreement, the City shall quietly yield and surrender the Premises to the Partnership. g. Addresses. For the purpose of notice, the following shall be addresses for the parties: a. City of New Hope 4401Xylon Avenue North New Hope, MN 55428 b. Broadway LaNel/Golle Holmes c/o Francis W. Lang 4601 Excelsior Blvd. Minneapolis, MN 55416 cc: Stephen Davis 1601 West 22nd St. Minneapolis, MN 55405-2402 10. The terms and condition of this Agreement shall be non recourse to the partners of Borrower. CITY OF NEW HOPE Its Mayor Its City Manager BROADWAY LANEL/GOLLE HOLMES, A MINNESOTA LIMITED PARTNERSHIP By. Its STATE OF MINNESOTA ) ) SS, COUNTY OF HENNEPIN ) The foregoin9 was acknowledged before me this da , 1994 by Edw. J. Erickson and Daniel Donahue, the Mayor and City Mana9er, respective]y, of the Cit: New Hope, a Minnesota municipal corporation, on behalf of municipal corporation. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this da , 1.994 by , of Broadway LaNel/Golle Holmes, a Minne~ Limited Partnership, on behalf of said limited partnership. Notary Public c:\wp51\cnh\broadway.la 8 DISBURSEMENT AGREEMENT THIS AGREEMENT is made and entered into as of the day of , 1993, by and between Broadway LaNel/Gol'le Holmes, a Minnesota Limited Partnership (the "Borrower"), the New Hope Economic Development Authority (the "Lender"), and Commonwealth Land Title Insurance Company (the "Title Company") for the following reasons- A. Borrower and Lender have entered into a Loan/Grant Commitment, Promissory Note and Building Loan/Grant Agreement for rehabilitation and expansion of Borrower's community center at its property known as Broadway Village and street lighting improvements at the Broadway Village Shopping Center. BOth properties are legally described by the Building Loan/Grant Agreement. The Borrower and Lender desire that the Title Company disburse the monies advanced during the construction phases of the community center and street lighting project (collectively the "Project") to the contractors and materialmen and the Title Company is willing to do so on the terms and subject to the conditions herein set forth; and B. The parties hereto contemplate that approximately 4 disbursements will be made from the Capital Contributions of the Borrower and the loan proceeds of Lender and the total disbursements will not exceed the total amount of Two Hundred Eighty-Five Thousand Dollars ($285,000.00) and that such disbursements shall occur no more frequently than once each month. 1 NOW, THEREFORE, in consideration of the covenants commitments herein contained, the parties agree as follows: 1. All proceeds will be disbursed pursuant to a draw req to the Title Company as provided in Section 2.02 of the Buil Loan/Grant Agreement. 2. At the time of the Loan/Grant closing, or sho thereafter, the Borrower and Lender wi]] each deposit One Hun Forty-Two Thousand Five Hundred Dollars ($142,500.00) with Title Company which: (a) shall invest the money in instruments in which City of New Hope, Minnesota may legally invest in accord with Minnesota Statutes Section 475.66; (b) shall disburse the funds so deposited in accord with the terms of this Agreement and the Building Loan/G Agreement to pay the costs of the Project on the prem located in the County of Hennepin, State of Minnesota, described in the Agreement as approved by the Lender; an~ (c) shall obtain partial and/or final lien waivers releases and satisfactions of liens and other encumbrances any, pursuant to the Construction Manager's draw request amounts due and approved by the Lender. 3. Prior to the deposit of funds with the Title Compan) (a) the Title Company shall furnish to the Lende "marked-up" Title Binder in the maximum amount of One Hun( 2 Forty-Two Thousand Five Hundred Dollars ($142,500.00), which policy shall set forth the condition of title to the Premises; and (b) The Borrower shall furnish to the Title Company: (i) a sworn statement of the Borrower disclosing the sources and uses of the Capital Contributions and loan proceeds in connection with the Project. 4. Prior to each request for payment by the Construction Manager, the Borrower shall cause to be delivered to the Title Company and Lender: (a) A copy of the Construction Manager's draw request for disbursement of funds approved by the Lender including: (i) all change orders; (ii) the amount due to date on all subcontracts; and (iii) all payments for project costs made in excess of those set for the construction cost budget for each line item and any payments for project costs made less than those estimated in the construction cost budget for each line item; and (b) Statements, partial or final lien waivers, and affidavits, as required by the construction contracts, supporting waivers .and releases of liens, if necessary, in form and content satisfactory to the Title Company. Not later than three (3) business days following receipt of 3 the documents delivered pursuant to sections 4(a) and (b), the Title Company will orally notify the Lender, Borrower an~ Construction Manager whether it has received all such req~ documents. As soon as the Title Company has received such req~ documents and the Borrower transmits to the Title Company amount of the requested payment, the Title Company shall dis[ the payment in accordance with this section. tt is hereby agreed by and between the parties hereto simultaneously with the disbursement of funds so deposited b) Lender and Borrower for disbursement by the Title Company, Title Company shall issue to the Borrower its endorsement tc ALTA Title Insurance Policy, which endorsement shall increas~ coverage of said policy to the aggregate amount of the funds on deposit to be disbursed hereunder and any funds previc disbursed. It is understood by and between the parties that the T Company shall not be required to make any disbursement until al the foregoing requirements have been satisfied and that when al the foregoing requirements have been so satisfied the Title Com shall disburse the funds. 5. Disbursements for construction purposes will be mad the Title Company directly to the contractors set forth on the request or to the subcontractors and/or materialmen as the T Company elects. Each disbursement to said subcontractors and 4 materialmen is considered to be a separate disbursement and a payment to any subcontractor and/or materialman and shall not obligate the Title Company to make disbursements to any other subcontractor and/or materialman. 6. In no event shall the final disbursement be made until all conditions are satisfied to enable the Title Company to issue a final endorsement to the ALTA Title Insurance Policy. 7. The Title Company will keep and maintain at all times true and correct books and records, in sufficient detail to reflect the payments made by it. The Lender and Borrower may at any reasonable time and from time to time examine all books and records of the Title Company pertaining to the disbursements made by it and make extracts and copies from the books and records examined. 8. The parties covenant and agree with each other as follows: (a) Any capitalized term used in this Disbursement Agreement and not otherwise defined shall have the meaning ascribed to it in the Building Loan/Grant Agreement; (b) In the event that the Title Company discovers a mi.sstatement in any affidavit, statement or certificate furnished pursuant to this Disbursement Agreement, it shall make no further disbursements until such misstatement has been corrected; (c) The functions and duties of the Title Company 5 include only those set forth in this Disbursement Agreen and Building Loan/Grant Agreement and the Title Company it required to act and shall not act, except in accordance the terms and conditions of this Disbursement Agreement Building Loan/Grant Agreement; {d) The Title Company does not insure that the Pro will be completed or that when completed the Project wil accordance with the plans and specifications or sufficient funds will be available for completion; and (e) If at any time during the course of construction total of the unpaid disclosed cost of construction, indicated by the Borrower's sworn statements exceeds amount of undisbursed proceeds as calculated by the T Company, the Title Company shall not make fur disbursements under the terms of this Disbursement Agree~ until the Borrower has provided evidence satisfactory to Title Company that sufficient funds are available to pay the unpaid disclosed costs of construction. 9. This Disbursement Agreement shall be attached to Building Loan/Grant Agreement and made a part thereof as Exhibi IN WITNESS WHEREOF, the Disbursement Agreement has ! executed as of the day, month and year first written above. COMMONWEALTH LAND TITLE INSURANCE COMPANY By ]:ts STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this day of , 199 ., by the .of Commonwealth Land Title Insurance Company, on behalf of the partnerships. Notary Public BROADWAY LANEL/GOLLE HOLMES, A MINNESOTA LIMITED PARTNERSHIP By Its STATE OF MINNESOTA ) ) SS, COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this day of , 199 , by the of Broadway LaNel/Golle Holmes, a Minnesota limited partnership, on behalf of said limited partnership. THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE By Its By Its STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this da , 199 , by Edw. J. Erickson and Danie Donahue, the President and Executive Director, respectively, of Economic Development Authority in and for the City of New Hop Minnesota municipal corporation, on behalf of said munic corporation. Notary Public c:\wp51\cnh\broadway.da 8 LOAN/GRANT COMMITMENT TO- Broadway LaNel/Golle Holmes, a Minnesota Limited Partnership, (hereinafter referred to as the "Borrower"): The Economic Development Authority in and for the City of New Hope (hereinafter referred to as the "EDA") hereby approves Borrower's loan request (hereinafter referred to as the "Loan") for the community center rehabilitation and expansion and street lighting improvement (hereinafter referred to as the "Project"). The proceeds of the Loan are to be used exclusively to successfully complete the Project. This Commitment is subject to the following terms and conditions: 1. Principal Amount of Loan. The amount advanced pursuant to the Loan and Promissory Note evidencing the Loan shall not exceed One Hundred Forty-Two Thousand Five Hundred and 00/100 Dollars ($142,500.00). 2. Loan Interest Rate. The Loan shall be made as a deferred repayment loan, and therefore there shall be no interest paid on said Loan unless Borrower defaults on any of the terms of this Commitment, the Building Loan/Grant Agreement or the Promissory Note. In the event of default by Borrower, the interest shall be per cent per annum computed from the date of default. 3. Repayment of Loan. The Loan shall be immediately due payable, in accordance with the repayment terms contained in Promissory Note referred to in Section 4.A. herein, upon occurrence of any of the following events within a ten (10) time period from the date hereof. A. If, without the written consent of the EDA, Property, as more fully described on Exhibit A attached he and made a part hereof, ceases to be used as a "for pro apartment complex with community center for benefit of complex residents and public per the License Agreement strip shopping center upon which the street ligh' improvements are intended to be'made. B. If, without the written consent of the EDA, wi consent will not be unreasonably withheld, Borr( voluntarily sells, transfers, or otherwise conveys, in any or manner, its fee interest in the Real Property unless accepts all of herein terms and conditions, will be boun( same, and the EDA consents to the conveyance. C. If any Event of Default occurs under the Promiss Note, Building Loan/Grant Agreement, or License Agreen referred to in Sections 4.A-C herein. If none of the events specified in this Section 3 within ten (10) years from the date the Loan is closed, then Loan will no longer need to be repaid, and will be extinguished canceled and the Promissory Note shall be deemed paid in full and returned to Borrower. 4. Loan Closing. As a condition precedent to the disbursement of the Loan, each of the following shall be delivered to the EDA in form and substance satisfactory to the EDA: A. A fully executed Promissory Note (hereinafter referred to as the "Note"), in substantially the same form as the document attached hereto as Exhibit A. B. A fully executed Building Loan/Grant Agreement (hereinafter referred to as the "Building Loan/Grant Agreement"), in substantially the same form as the document attached hereto as Exhibit B, which controls the disbursement of the proceeds of the Loan. C. A fully executed License Agreement attached hereto as Exhibit C, which grants the City of New Hope and the EDA a non-exclusive right to use Borrower's community center for public meetings and civic functions, as provided in the License Agreement. D. Evidence of Title establishing Borrower has fee title to the property in a form satisfactory to the EDA. E. Evidence that Borrower has obtained fire and extended coverage insurance, in an amount equal to the lesser of the amount of the Loan or the full insurable value of the Project, with the EDA named as loss payee therein. F. All such other documents, instruments and/or which the EDA may reasonably require. 5. Financial Requirements. Prior to, or concurrently the disbursement by the EDA of any of the proceeds of the Loan Borrower shall deliver to Commonwealth Land Title Compan disbursing agent an amount of One Hundred Forty-Two Thousand Hundred ($142,500.00), which is the estimated amount of func will take to complete the Project over and above the amount ol Loan. The parties may elect to fund on a pro-rata basis as nee 6. Changes in Conditions. Any substantial changes in plans and specifications upon which this Loan/Grant Commitmen based which shall occur after the date hereof must have the wri approval of the EDA prior to the closing of the Loan, which wri approval shall be subject to such conditions as the EDA may dee be appropriate. 7. Term of Commitment. This Loan/Grant Commitment s terminate May 1, 1994 unless the closing of the Loan/Grant s have occurred prior to such date, or unless this Loan/G Commitment is renewed or extended by the EDA. Subsequent to closing of the Loan, the termination date for this Loan/G Commitment shall be as provided in the Building Loan/G Agreement. 8. Effectiveness of Commitment. This Loan/Grant Commit~ shall not become effective unless the accompanying three (3) 4 duplicate copies hereto are returned to the EDA, with acceptance endorsed thereon by the signature of the party or parties indicated below, or their authorized agent, on or before May 1, 1994. 9. Mutual Enforceability of Loan/Grant Commitment. This Loan/Grant Commitment shall be mutually enforceable by either party, and either party hereto may apply to any court, State or Federal, for specific performance of the agreements and requirements contained herein_, and for such other relief as may be appropriate, since the injury to the EDA arising from any failure to comply with the requirements contained herein would be irreparable and the amount of damage would be difficult to ascertain. 10. Assignment or Transfer of Loan/Grant Commitment. This Loan/Grant Commitment shall not be assigned or transferred without the prior written consent of the EDA. 11. Additional or Special Conditions. This Loan/Grant Commitment is subject to the following or special conditions, which are hereby made a part hereof: Non recourse to all of the partners of 'Borrower. Dated~ ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE By Its By Its 5 Accepted- BROADWAY LANEL/GOLLE HOLME MINNESOTA LIMITED PARTNERS By Its By Its c:\wp51\cnh\broadway.]c 6 PqOMISSORY NO]E $142,500.00 New Hope, Minnesota , 199 FOR VALUE RECEIVED, the undersigned, Broadway LaNel/Go]]e Holmes, a Minnesota Limited Partnership, ("Borrower"), promises to pay to the order of ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE ("Lender"), at its business address, 4401 Xylon Avenue ~orth, New Hope, Minnesota 55428, or at such other place as may be designated in writing by the holder hereof, the principal sum of up to One Hundred Forty-Two Thousand Five Hundred Dollars ($142,500.00); or so much thereof that is advanced from time to time together with interest thereon at the rate of (~.%) percent per annum computed on the unpaid principal balance pursuant -to the terms as set out in the Loan/Grant Commitment executed by Borrower simultaneously with the herein Note and made a part hereof. Any and all payments received hereunder shall first be applied to the payment of accrued interest and the balance of each payment shall be applied on the account of principal. This Note may be prepaid in full or in part at any time without penalty. BOrrower agrees that any voluntary sale, conveyance, or other transfer of title to the property described in the Building Loan/Grant Agreement and Loan/Grant Commitment (hereinafter Property), or any interest therein except for the License Agreement to the Lender, without the prior written consent of Lender or a subsequent holder of this Note, shall be an Event of Default on 1 this Note, Building Loa-/Grant Agreement and Loan/Grant Commitm Lender's consent will not be unreasonably withheld. For purpose hereof, and without limiting the generality of foregoing, the occurrence at any time of any of the follo events, without such prior, written consent, shall be deemed t an unpermitted transfer of title to the subject Property therefore an Event of Default hereunder: (a) any sale, conveya~ assignment or other transfe~ of all or any part of the legal an, equitable title to the Rroperty; (b) any sale, conveya~ assignment or other transfer of, or the 9rant of a secu~ ~nterest in, more than 49% of the interest of Broadway LaNel/G( Holmes. In the event Borrower's ownership interest in partnership interest of Broadway LaNel/Golle Holmes is reduce( less than 51%, the outstaY'ding principal and accrued interest s~ be immediately due and. payable upon demand by Lender. Atrans by a limited partner of that ~artner's limited partnership inter shall not be a violation of this provision. The 9enerat partr shall be allowed to transfer their interest to family members estate purposes. Borrower further agrees to make full dis(los to Lender of any sale, conveyance, assignment or transfer of and all partnership interest of Broadway LaNel/Golle Holmes ow by Borrower. The failure to. make said disclosure and/or make t accelerated payment requi'red by this paragraph shall a constitute an Event of Default; (c) any violation of the terms conditions set out in the Building Loan/Grant Agreement Loan/Grant Commitment, Any such written consent, or any waiver an Event of Default, by Ler',te , or- a subsequent ho}der of this Note, shall not constitute a consent to or waiver of any right, ; · remedy or power acccuing to the holder hereof upon any subsequent Event of Default. In the event a court of competent jurisdiction renders a final judgment wherein it is determined that the payments, or any part thereof, provided, for in this Note constitute usurious interest for which Borrower has a'"defense, and any such excess interest has actually been accepted, then such excess shall not' be considered interest but shall :ap~ly to reduce the principal balance of thfis Note by the amount of. such excess. Upon the occurrence of an Event of Default in the payment of any sum due hereunde.¢ or in the performance of any of the terms, covenants or conditions of this Note, the Building Loan/Grant Agreement or Loar'~/Gra~t Commitment, then or at any time thereof at .:. the option of the holder hereof, the entire principal balance of · ; this Note and accrued.'$nterest thereon shall become due and pay&ble without notice and ~{thout demand or presentment. Failure of Lender to exercise such option or any other right to which the holder may be entitle~'shall not constitute a waiver of the right to exercise said opti. on or any o~her right in the event of any subsequent Even: of Defaul;. If, in the opinion of the holder, it becomes necessary to employ counsel to collect or enforce this Note, Building Loan/Grant Agreement or Loan/Grant Commitment, Borrower agrees to pay, to the extent permitted by law, all costs, charges, disbursements and 3 reasonable attorneys' fees incurreu by Lender in collectin! enforcing this Note, The makers and endorsers of this Note severally w presentment, protest and demand, notice of protest, demand notice of dishonor and nonpayment of this Note and expressly a that any extension of time for the payment required by this may be made from time to time without in any way affecting liability of the makers and endorsers hereof and that they st severally, as well as jointly, be liable for all payments requ hereby. This Note shall be construed in accordance with the law~ the State of Minnesota, without giving effect to those provis- of taw relating to choice of law. BROADWAY LANEL/GOLLE HOLMES~ A MINNESOTA LIMITED PARTNERSHIP Its Tts c:\wp51\cnh\'Broadway.PN I I it : I' ~.~ -- szc'rlol~ Broadway VU/age l~.~~-I h~po~, ~e,o~ i~ ~ ' I Fluted Straight Posts Smooth ANY 5-1'REET FRANKLIN ,c;['RIES 20:1 OLD TOWN R~IHE8 202 '[¥ES'I~S'I:llg'.S~R SF:RIES 204 F.~ff.X S~.I~8 .,?,01 INDI~?E:NDENC£ The traditional styling of this fixture fits into any residential o{ ~ercial ligl~ting scheme.. -. Hmming: Black high impact polyethylene for excellent corrosio ;tance. Designed to slip over 3" O,D. poles. · Diffuser:. The 13 thru 70 watt fixtures have frosted acrylic panels, ne 1 and 150 use clear prismatic golycarbonate panels. Ballast: 120 Volt, normal power lector. Pole:. 3" O.D. Black aluminum poles are availaDle as an op1 three lengths. WINSTON - 7040 (PL) ~-~ BENTON - 7000 (HP$) UL Label: Wet location listed penaing. . OI~DERING INFOI~MATION Example: 7040-13-FA H N umber Wattage Diffuser Options 7040 13, 2x13 (PL) FA- Frosted Acrylic C - Cold Weather Ballast (PL' "~ ~ - 7080 35, 50, 70 (HPS) FA - Frosted Acrylic 277 277 Volt (13, 2x13 only) 100, 150 (HPS} CPP - Clear Polycarbonate 10P - 10' Pole 12P - 12' Pole I I I II Classic Turn-of-trte-Century styling with unbreai<al31e polycar0onate 'makes trois period piece very popular. ".' '~~,.,...~.. ~' - ,-* Housing: Black polycarOonate fitter for maximum strengtl~ and corrosion '" , resistance. Designed to slip over 3" O.D. poles. :-; ' C~ ' Diffuser:. This 17" polycart3onate ornamental acorn is virtually unt3real<al31e. -; ' Ballast: 120 Voit, normal power factor, reactor type, mounted within the ..... fixture. Pole:3" O.D. Black aluminum poles are availaDle as an option in tt~ree lengths. CAPEl'OWN - OROEFIING INFOI~MATION Example: 7060-35-7P ~7. . Numl~r Wattage Ol:Ztt~ 7060 35, 50 (HPS) 7P - 7' Pole '~70. 100 (lIPS} 150 (HP$) 12P - 12' Pole LaNel Finnn¢inl Group, Inc. 4601 £xoel$ior Blvd., Suite 601 Minneapolis, MN 55416 (612) 920-5338 BROADWAY VILLAGE ]LP]t.,RTMENTH NEW HOPE, NN PROTECT REQUEHT OCTOBER 2.993 DESCRiPTiON OF PRO~ECT Broadway LaNel/Golle Holmes, A Limited Partnership the own )f Broadway Village Apartments, 6046 West Broadway, New ~, Minnesota, proposes to construct a 2200 (approximately) s ~e foot community building that will be attached to the exi ~g indoor swimming pool building. The older building will be remodeled to include not onl] ~e swimming pool, but also an exercise area with locker r ~, lavatories, showers and saunas as well as a guest room for u )y guests of the residents. The new structure will be attached to the south side o~ Le building and will contain a reception area, community o :e suite for management staff, billiards room, lavatories, :y room with kitchen and living room area with fire place. The new community center will be open to the residents and id as a meeting and social center for this adult community. Additionally the project will involve the replacement ~d installation of a comprehensive street lighting syste~ that ~1 not only upgrade and improve the appearance of the community ~t also provide better street lighting and security for the e 'e site. REQUEST 'The total cost of the project is estimated to be: Community Center $200,000 Street Lighting $ 85,000 Estimated Total $285,000 REQUEHT OF C~TY- A grant of $142,500 to be funded by the city and paid back from tax increment funds beginning in year 19__. The owner will provide private capital from its partners for the balance of the project costs.