HomeMy WebLinkAbout2007-01-11 CC WS
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CITY COUNCIL WORK SESSION
MEETING
Wednesday, January 11, 2007
6:30 p.m.
WORKSESSION
I. CALL TO ORDER
1. Roll Call
II. DISCUSSION ITEMS
1. Council Meeting Etiquette
2. 2007 Goal Setting
3. Beard Group - Downtown Redevelopment Draft Developer's Agreement
4. Other
III. ADJOURNMENT
* * REMIND ERS * *
City Hall Will Be Closed in Observance of Martin Luther King Jr. Day - January 15,2007
Council Meeting Etiquette
· We will not carry on cross conversation on issues and will be
attentive to the speaker that has the floor. If this becomes a
problem, the Mayor may require that members be recognized
by the Chair before speaking.
· We will refrain from using the word "you" when referring to
another Council Member or the Mayor. We will be
respectful of other individual position( s) and opinion( s) as
Council Members.
· When making a point at the meetings, please attempt to
condense the information as much as possible. If you are
unable to do this, please put it in writing and have the
Administrator forward it on to the council via email prior to
the meeting.
· Normal city maintenance issues should be brought to the
Administrator's attention prior to the meeting and
Department Head and Administrator will make the decision
as to whether the issue( s) need Council action.
. Staff has requested if you have questions on any
expenditures, please call contact the Finance Director,
Account Clerk II or the Administrator prior to the meeting.
. Committee updates should be kept brief as most minutes are
received prior to the meeting and they are also available on
the web site.
Possible Goals List for 2007
Public Works Facilities-identify site for future building or stay and expand in present location.
City Hall-consider addition to existing or relocation to another site (downtown???)
Community entry signs. (Welcome to Centerville)
Complete park facilities at 1601 LaMotte
Tracy McBride Park-reconstruct playground facilities
Analyze utility rates and charges-implement adjustments as needed.
Consider automated meter reading system
Analyze rates and charges for stormwater utility-plan future pond maintenance expenditures
Downtown Redevelopment
Finalize and execute developer agreement
Masterplan for infrastructure
Power line relocation
Incorporate school district concerns into redevelopment plan
Encourage industrial development-
Complete Backage Road project
Market lots in conjunction with Backage Road Project.
Complete Fairview Street
Redevelopment of Reel Mfg Site
Work with Rehbein to remove dirt piles and develop land.
Identify and complete planning for 2009 Street Improvements
Comprehensive Plan Update
Engage Planner to assist with update
P&Z recommend updated plan
Adoption by Council
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DRAFT
DEVELOPMENT AGREEMENT
BY AND BETWEEN
TIlE CITY OF CENTERVILLE, MINNESOTA
AND
CENTERVILLE MAINSTREET, LLC
1309762vRED
V3 10 V2; 12122/06
~s.
TABLE OF CONTENTS
Paa:e
In.ttOducti.on... ............. ... ........ ... .... ............. ........ ......... ........... ... ..... ...... ... ....... ......... .... ....... ..... ............ ... ....... I
ARTICLE I DEFINITIONS........ .................... ................................ .......................... ........... 6
Section 1.1. Definitions... .......................... ........................................ ................ .... .~. 6
ARTICLE II REPRESENT A nONS AND WARRANTIES.............................................. 11
Section 2.1. Representations and Warranties of the City....................................... 11
Section 2.2. Representations and Warranties of the Developer ............................. 11
ARTICLE ill REIMBURSEMENT OF PROJECT COSTS................................................ 12
Section 3.1. . Statement of Intent ....................................................~........................ 12
Section 3.2. Conveyance of Development Property ..............................................12
Section 3.3. Acquisition of Development Property ............................................... 13
Section 3.4. Issuance of Tax Increment Bonds...................................................... 14
Section 3.5. Limitations on Financi8.l Undertakings of the City............................ 14
Section 3.6. Use of Tax Increment Bond Proceeds ............................................... 14
Section 3.1. Installation of Public Improvements .................................................. 15
ARTICLE IV UNDERTAKINGS BY DEVELOPER AND CITY .....................................16
Section 4.1. Reimbursement of Costs for Projects ....................................~...........16
Section 4.2. Tax Increment Revenue Notes........................................................... 16
Section 4.3. Use of Development Property Tax Increments.................................. 11
Section 4.4. Reimbursement of Costs for Projects .............................~..................11
ARTICLE V CONSTRUCTION OF MINIMUM IMPROVEMENTS.................:............ 19
Section 5.1. Construction of Minimum. Improvements .........................................19
Section 5.2. Construction Plans ............................................................................. 19
Section 5.3. Commencement and Completion of Construction............................. 20
ARTICLE VI INSURANCE..... ......... ........ ............ .......... ...... ......... ........... ............ ............... 21
Section 6.1. Insurance ............................................................................................ 21
Section 6.2. Condemnation. ...... .............. ................ ....................... ....... ...... ........... 23
Section 6.3. Reconstruction or Payment................................................................ 23
Section 6.4. Relationship to Mortgagee................................................................. 23
ARl1CLE VII ASSESSMENT AGREEMENTS AND OTHER COVENANTS ................. 24
Section 1.1. Execution of Assessment Agreements ....................... ........................ 24
Section 1.2. Real Property Taxes........................................................................... 25
ARTICLE VIII MORTGAGE FIN'AN"CIN'G .......................................................................... 21
Section 8.1. Limitation Upon Encumbrance of Property....................................... 21
Section 8.2. Approval of Mortgage........................................................................ 21
Section 8.3. Notice of Default; Copy to Mortgagee .............................................. 21
1309762vRED
V3 to V2; .1212.2106
i
~tp
Section 8.4.
Section 8.5.
Section 8.6.
Mortgagee's Option to Cure Defaults ................................................ 28
City's Option to Cure Default on Mortgage....................................... 28
Subordination and Modification for the Benefit of Mortgagees........ 29
ARTICLE IX PROHIBmONS AGAINST ASSIGNMENT AND TRANSFER;
INn EMNIFI CATION...... ..................................... ...................... ................... 30
Section 9.1. Transfer of Substantially All Assets ....;........~.................................... 30
Section 9.2. Prohibition Against Transfer of Property and Assignment of
Agr-eem.ent... ...... ..... ... ... ~............ ...... .......... .... .... ... ........... ...... ....... ...... 30
Section 9.3.
Section 9.4.
Release and Indemnification Covenants............................................ 31
Approvals... ......... ...... .................................................. ....... ................ 32
ARTICLE X DEVELOPER EVENTS OF DEF AUL T.......................................................33
Section 10.1. Events of Default Defined ................................................................. 33
Section 10.2. Remedies on Default............................................................. ............. 34
Section 10.3. No Remedy Exclusive........................................................................ 34
Section 10.4. No Implied Waiver ............................................................................ 34
Section 10.5. Agreement to Pay Attorney's Fees and Expenses.............................. 34
ARTICLE XI ADDmONAL PROVISIONS ...................................................................... 36
Section 11.1. ResMctioDS on Use ............................................................................36
Section 11.2. Conflicts of Interest............................................................................ 36
Section 11.3. Titles of Articles and Sections ........................................................... 36
Section 11.4. Notices and Demands ........................................................................ 36
Section 11.5. Counterparts... ...... ................. ................. ........... ................................. 37
Section 11.6. Modifica.tion...... .............. ...... .................... ..... .................................... 37
Section 11.7. . Law Governing ..................................................................................37
Section 11.8. Legal Opinions...................................,...............................................37
Section 11.9. No Business Subsidy.......................................................................... 37
Section 11.10. City Approvals................................................................................... 37
Section 11.11. Rule of Construction.......................................................................... 38
Section 11.12. Purchase Agreement(s) ...................................................................... 38
EXHIBIT A-I
EXHIBIT A-2
EXIDBIT B
DESCRIPTION OF DEVELOPMENT PROPERTY ................................. A-I
PICTORIAL OF PROJECTS ...................................................................... A-2
PERMITTED EN'CUMBRANCES .......... .................... .... .... ..... .......... ............B
1309762vRED
V3 to V2; 12Il2/06
ii
~I
DEVELOPMENT AGREEMENT
TInS AGREEMENT, made as of the _ day of December, 2006, by and among the
City of Centerville, Minnesota, a municipal corpotation and political subdivision organized and
existing under the Constitution and the laws of the State of Minnesota (the "City") and
CentervilIe Mainstreet, LLC, a Minnesota limited liability company (the "Developer").
WITNESSETH:
WHEREAS, in the summer of 2005, the City commissioned Damon Farber Associates to
lead a community task force to prepare a master plan, a set of design guidelines and zoning
amendments for the redevelopment of Downtown Centerville;
WHEREAS, on January II, 2006, The Master Plan and Development Guidelines were
adopted by the City (the "Development Projectj. The Master Plan was established to provide a
suggested framework for the commencement of the redevelopment of Centerville's downtown as
a vibrant mixed-use destination;
WHEREAS, pursuant to Minnesota Statues, Section 469.028 the City is authorized to
establish Development Projects in order to provide for the redevelopment of the City;
WHERAS, pursuant to Minnesota Statues, Section 469.176, the City is authorized to
finance the capital and administration costs of a Development Project with tax increment
revenues derived from a tax increment financing district established within such redevelopment
project(s);
WHEREAS, among the major objectives of the City in establishing the Development
Project and the Tax Increment District are to: eradicate blight and blighting conditions within
the City, enhance the tax base of the City, provide decent, safe, and sanitary housing
opportunities for the residents of the City, promote and secure the prompt coDllIiercial
development of certain real property located in the "Development Project," which property is not
now in productive use or in its highest and best use, in a manner consistent with the City's
Comprehensive Plan and with a minimum adverse impact on the environment, and promote and
create additional employment opportunities within the City for residents of the City and the
surrounding area, thereby improving living standards and reducing unemployment;
WHEREAS, as a part of the implementing the Master Plan, within the Development
Project the City has acquired one property, which is owned by the City, and has the right to
acquire and assemble other properties within the Development Project area;
WHEREAS, at the August 9, 2006, joint Centerville City Council and Planning
Commission work session, Developer presented its qualifications as developer for the Downtown
Centerville Development Project After demonst:r8ting the ability to develop commercial, retail,
multifamily housing along with for-sale townhomes, Developer was instructed to start working
on a Development Agreement with the City Attorney and the City Administrator;
1309762vRED
V3 to V2; 1212.2J06
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WHEREAS; the redevelopment of the Development Property, as provided herein would
not be economically feasible ''but-for" the discounted purchase price of the land to be bough~ by
Developer and the public im~vemeDts that will be financed by the City;
WHEREAS, the City believes that the redevelopment of the Development Project 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 applicable federal, state and local laws;
WHEREAS, pursuant to Minnesota Statutes, the City will form "Project 1-81-2,"
Project 1-87, PrOject 1-88, Project 1-89, Project 2-84, Project 2-85, Project 2-8E-W,
Project 3.-86, Project 3-810 and Project 4-83 (collectively hereinafter referred as the
"Development ProjeCt");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 1-81-2 ("Tax Increment District 1-81-2"), and will adopt a tax increment
financing plan (the "Tax Increment District 1-81-2 Plan");
. WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 1-87 ("Tax Increment District 1-87"), and will adopt a tax increment
financing plan (the "Tax Increment District 1-87 Plan");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 1-88 ("Tax Increment District 1-88"), and will adopt a tax increment
financing plan (the "Tax Increment District 1-88 Plan");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 1-89 ("Tax Increment District 1-89"), and will adopt a tax increment
financing plan (the "Tax Increment District 1-89 Plan");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 2-84 ("Tax Increment District 2-84"), and will adopt a tax increment
financing plan (the "Tax Increment District 2-84 Plan");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 2-85 ("Tax Increment District 2-85"), and will adopt a tax increment
financing plan (the "Tax Increment District 2-85 Plan"); .
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
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Financing District 2-BE- W ("Tax Increment District 2-8E- W"), and will adopt a tax increment
financing plan (the "Tax Increment District 2-8E- WPlan");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174tbrough
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 3-86 ("Tax Increm~t District 3-86"), and will adopt a tax increment
financing plan (the "Tax Increment District 3-86 Plan");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax InCrement
Financing District 3-810 ("Tax Increment District 3-810"), and will adopt a tax increlnent
financing plan (the "Tax Increment District 3-BI0 Plan");
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179 as amended (hereinafter, the "Tax Increment Act") the City will create Tax Increment
Financing District 4-83 ("Tax Increment District 4-83 "), and will ~opt a tax increment
financing plan (the "Tax Increment District 4-B3 Plan");
WHEREAS, the City will establish a redevelopment plan for each Project (the
"Development Plans") that provides for the use of tax increment financing, up to the statutory
limits, in connection with development within the Development Project; and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax
Increment Financing District 1-81-2 ("Tax Increment District 1-81-2"), and will adopt a tax
increment financing plan (the "Tax Increment District I-BI-2 Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax
Increment Financing District 1-87 ("Tax Increment District 1-87"), and will adopt a tax
increment financing plan (the "Tax Increment District I-B7 Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax
Increment Financing District 1-88 ("Tax Increment District 1-88"), and will adopt a tax
increment financing plan (the "Tax Increment District 1-88 Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax
ID.crement Financing District I-B9 ("Tax Increment District 1-B9"), and will adopt a tax
Increment financing plan (the "Tax Increment District I-B9 Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax
Increment Financing District 2-84 ("Tax Increment District 2-84"), and will adopt a tax
increment financing plan (the "Tax Increment District 2-84 Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax
Increment Financing District 2-B5 ("Tax Increment District 2-B5"), and will adopt a tax
increment financing plan (the "Tax Increment District 2-B5 Plan");and
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WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax:
Increment Financing.District 2-BE-W ("Tax: Increment District 2-BE-W"), and will adopt a tax
increment financing plan (the "Tax: Increment District 2-BE-W Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax:
Increment Financing District 3-B6 ("Tax: Increment District 3-B6"), and will adopt a tax:
increment financing plan (the "Tax: Increment District 3-B6 Plan''); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax:
Increment Financing District 3-B10 ("Tax: Increment District 3-B10"), and will adopt a tax
increment financing plan (the "Tax: Increment District 3-B10 Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the City will create Tax:
Increment Financing District 4-B3 ("Tax: Increment District 4-B3"), and will adopt a tax:
increment financing plan (the "Tax: Increment District 4-B3 Plan"); and
WHEREAS, pursuant to the provisions of the Tax Increment Act the'City will create Tax
Increment Financing Districts 1-Bl-2, 1-B7, 1-B8~ 1-B9, 2-B4, 2-B5, 2-BE-W, 3-B6, 3-B10 and
4-B3 (individually respectively referred to as "Tax Increment District 1-Bl-2, I-B7, 1-B8, 1-B9,
2-B4, 2-B5, 2-BE-W, 3-B6, 3-B10 and 4-B3" and collectively the "Tax Increment Districts"),
and will adopt a tax: increment financing plans (individually respectively referred to as ''Tax
Increment District Plan 1-Bl-2, 1-B7, 1-B8, 1-B9, 2-B4, 2-B5, 2-BE-W, 3-B6, 3-BlO and 4-B3"
and collectively the "Tax Increment District Plans"); and
WHEREAS, the Tax Increment Districts and the Tax Increment District Plans are
collectively referred to as the "Tax Increment Financing Plan"; and
WHEREAS, in order to achieve the objectives of the Development Plan and particularly
to make the land in the Development Project available for development by private enterprise in
conformance with the Development Plan, the City has determined to issue the Tax Increment
Bonds to finance certain costs of a Project to be undertaken by the Developer; and
WHEREAS, a major objective of the Development Plan and Tax: Increment Plan is to
assist redevelopment and development and prevent the further deterioration of land located
within the Development Project; and
WHEREAS, the City believes that the development of a certain Project as more fully set
forth in this Agreement pursuant to the terms of this Agreement, and fulfillment of this
Agreement are vital and are in the best interests of the City and the health, safety, morals and
welfare of its residents, and in accordance with the public purpose and provisions of the
applicable state and local laws and requirements under which the Project has been undertaken
and is being assisted.
NOW, TIIEREFORE, 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:
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ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
"Agreement" means this Agreement, as the same may be from time to time modified,
amended or supplemented in accordance with its terms;
"City" means the City of Centerville, Minnesota;
"Construction Plans" means collectively the Construction Plans for any Project(s) and
shall included but not be limited to the plans, specifications, drawings and related documents of
the construction work to be performed by the Developer on the Development Project and the
plans (a) shall be as detailed as the plans, specifications drawings and related documents which
are submitted to the building inspector of the City, and (b) shall include at least the following:
(1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) cross sections of each (length
and width); and (5) elevations (all sides);
"CoUDtv'~ means the County of Anoka;
"Develooer" means Centerville Mainstreet, LLC, its successors and assigns;
"Development Pro\lCIty" means the real property identified on Exhibit A-I and pictured
on Exhibit A-2:
"Event of Default" means any of the events described in Section 10.1;
"First Morte:age" means any Mortgage which Developer purchases the Development
Property subject to or any Mortgage granted to secure any loan made pursuant to either a
mortgage commitment obtained by the Developer from a commercial lender or other financial
institution to purchase the Development Property or fund any portion of the construction costs
and initial operating capital requirements of the Minimum Improvements, or all such Mortgages
as appropriate;
"Minimum Improvements" means collectively the Minimum Improvements for the entire
Development Project;
"Mortg82e" means any mortgage or security agreement in which the Developer has
granted a mortgage or other security interest in the Development Property, or any portion or
parcel thereof, or any improvements constructed thereon, and which is a permitted encumbmnce;
"Net Proceeds" means any proceeds paid by an insurer to the Developer, the City or the
City under a policy or policies of insurance required to be provided and maintained by the
Developer and remaining after deducting all expenses (including fees and disbursements of
counsel) incurred in the collection of such proceeds;
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"Development Property" means the real property (including any Minimum Improvements
thereon) described in Exhibit A-I of this Agreement;
"Develooment Prooertv Tax Increments" means the tax increments derived from the
Development Properties and received and retained by the City .and computed in accordance with
the provisions of Minnesota Statutes. Section 469.177;
"Permitted Encumbrances" means the encumbrances described in Exhibit B to this
Agreement;
"Person" means any individual. corporation, partnership. joint venture. association, joint-
stock company. trust, unincorporated organization, or government or any agency or political
subdivision thereof;
"Project I-BI-2" means the improvements that will be completed on Blocks 1- 2 of
Development Property;
"Project I-B7" means the improvements that will be completed on Block 7 of
Development Property, generally consisting of at least 30 units of residential rental apartments;
"Project I-B8" means the improvements that will be completed on Block 8 of
Development Property. as shown on Exhibit A-2 and labeled as "Project I-B8;"
"Project I-B9" means the improvements that will be completed on Block 9 of
Development Property, as shown on Exhibit A-2 and labeled as "Project I-B9;"
"Project 2-B4" means the improvements that will be completed on Block 4 of
Development Property. as shown on Exhibit A-2 and labeled as "Project 2-B4;"
"Project 2-B5" means the improvements that will be completed on Block 5 of
Development Property, as shown on Exhibit A-2 and labeled as "Project 2-B5;"
"Proiect 2-BE- W" means the improvements that will be completed on that real property
shown on Exhibit A-2 and labeled as "Project 2-BE-W;"
"Project 3-B6" means the improvements that will be completed units on Block 6 of
Development Property. as shown on Exhibit A-2 and labeled as "Project 3-B6;"
"Project 3-B 1 0" means the improvements that will be completed units on Block 10 of
Development Property, as shown on ExIn"bit A-2 and labeled as "Project 3-BIO;"
"Project 4-B3" means the improvements that will be completed on Block 3 of
Development Property. as shown on Exhibit A-2 and labeled as "Project 4-B3;"
"Project I-BI-2 Minimum Improvements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally described as consisting of at least 48 units of residential rental apartments;
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"Project 1-87 Minimum Improvements" means the Minimum Improvements to be
completed on Block 7 of Development Property, generally consisting of at least 30 units of
residential rental apartments;
"Project 1-88 Minimum Improvements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally.described as consisting of at least 40 units of residential rental apartments
and an approximately 17,000 square feet of commercial/retail/common area located on the first
floor of the building;
"Project 1-89 Minimum Improvements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally described as consisting of approximately 12,000 square feet of commercial
property split between two floors;
"Project 2-84 Minimum Improvements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally described as consisting of at least 32 units of residential multi-family
housing, either rental apartments or for sale ownership, and an approximately 12,000 square feet
of commercial/retaillcommon area located on the first floor of the building;
"Project 2-85 Minimum Immovements" means the substantial completion of the
improvements contemplated by aDd in accordance with this Agreement and the Construction
Plans and generally described as consisting of at least 60 units of residential multi-family
housing, either rental apartments or for sale ownership, and an approximately 17,000 square feet
of commercial/retail/common area located on the first floor of the building;
''Project 2-8E-W Minimum ImDrovements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally described as consisting of approximately 40 units of residential owner-
occupied townhouses;
"Project 3-86 Minimum Improvements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally described as consisting of at least 60 units of residential multi-family
housing, either rental apartments or for sale ownership;
"Project 3-810 Minimum Improvements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally described as consisting of approximately 40 units of residential owner-
occupied townhouses;
"Project 4-83 Minimum Improvements" means the substantial completion of the
improvements contemplated by and in accordance with this Agreement and the Construction
Plans and generally described as at least 12 units of residential rental apartments and
approximately 10,000 square feet of commercial/retailIcommon area located on the :first floor of
the building; .
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"Proiects" mean any combination of the following Projects: I-BI-2; I-B7; I-B8; I-B9;
2-B4; 2-B5; 2-BE-W; 3-B6; 3B-I0; and 4-B3;
''Public ImD1'Ovements" means collectively the Public Improvements constructed as part
of the Development Project;
"Purchase Agreement" means any purchase agreement to be entered into between the
City and the Developer relating to the Development Property;
"State" means the State of Minnesota;
"Tax Increment District No. I-BI-2" means Tax Increment Financing District No. I-Bl-
2 qualified as a redevelopment district under the Tax Increment Act;
''Tax Increment District No. I-B7" means Tax Increment Financing District No. I-B7
qualified as a i-edevelopment district under the Tax Increment Act;
"Tax Increment District No. I-B8" means Tax Increment Financing District No. I-B8
qualified as a redevelopment district under the Tax Increment Act;
''Tax Increment District No. I-B9" means Tax Increment Financing District No. I-B9
qualified as a redevelopment district under the Tax Increment Act;
''Tax Increment District No. 2-B4" means Tax Increment Financing District No. 2-B4
qualified as a redevelopment district under the Tax Increment Act;
''Tax Increment District No. 2-B5" means Tax Increment Financing District No. 2-B5
qualified as a redevelopment district under the Tax Increment Act;
"Tax Increment District No. 2-BE- W" means Tax Increment Financing District No. 2-
BE- W qualified as a redevelopment district under the Tax Increment Act;
''Tax Increment District No. 3-B6" means Tax Increment Financing District No. 3-B6
qualified as a redevelopment district under the Tax Increment Act;
''Tax Increment District No. 3-BI0" means Tax Increment Financing District No. 3-BI0
qualified as a redevelopment district under the Tax Increment Act;
"Tax Increment District No. 4-B3" means Tax Increment Financing District No. 4-B3
qualified as a redevelopment district under the Tax Increment Act;
''Tax Increment Bonds" means the General Obligation Tax Increment Bonds the proceeds
of which will be used to finance the Public Improvements; the term "Tax Increment Bonds" shall
also include any bonds or obligations issued to refund any Tax Increment Bonds;.
"Termination Date" means the date of expiration ofthis Agreement;
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"Unavoidable Delays" means delays, outside the control of the party claiming its
occurrence, which are the direct result of strikes, other labor troubles, unusually severe or
prolonged bad weathert acts ofOod, terrorist acts,:fire or other casualty to the Minimum
Improvementst litigation commenced by third parties which, by injunction or other similar
judicial action or by the exercise of reasonable discretion, directly results in delays, acts of any
federal, state or local governmental unit (or the City) which directly result in delays (except with
respect to performance of the Authority'~ or the City's obligations hereunder)t failure to receive
or delays in the receipt of necessary approvals from federal, state or local authorities, which
directly result in delays. Time lost as a result of Unavoidable Delays applicable to any deadline
set forth in this Agreement shall be added to extend said deadline by a number of days equal to
the number of days lost as a result of Unavoidable Delays.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Reoresentations and Warranties of the City. The City makes the following
representations and warranties:
(1) The City is a municipal corporation and political subdivision organized under the
provisions of the Constitution, and laws of the State and has the power to enter into this
Agreement and carryout its obligations hereunder.
(2) The Tax Increment Districts are each a "Development District" within the
meaning of Minnesota Statutes, Section 469.174, Subdivision 10, and was created, adopted and
approved in accordance with the terms of the Tax Increment Act.
(3) The development contemplated by this Agreement is in conformance with the
development objectives set forth in the respective Construction Plans and the Tax Increment
Financing Plans.
(4) Except as set forth in the Purchase Agreement, the City makes no representation
or warranty, either expressed or implied, as to the environmental condition of the Development
Property.
Section 2.2. Reoresentations and Warranties of the Develo{JCr. The Developer makes
the following representations and warranties:
(1) The Developer has power to enter into this Agreement and to perform its
obligations hereunder and is not in violation of any provisions of the laws of the State; and
(2) Subject to the terms of the Development Agreement, the Developer will cause the
Minimum Improvements to be constructed, operated and maintained in accordance with the
terms of this Agreement, the Development Plan and all local, state and federa1laws and
regulations (including, but not limited to, environmental, zoning, energy conservation, building
code and public health laws and regulations).
(3) The Developer will obtain, or cause to be obtained, in a timely manner, all
required permi~ 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.
(4) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillm.ent of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with (unless all necessary
waivers, consents or the like have been obtained) or results in a breach of, material terms,
conditions or provision of any contractual restriction, evidence of indebtedness, agreement or
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instrument of whatever nature to which the Developer is"now a party or by which it is bound, or
constitutes a material default under any of the foregoing.
(5) . The Developer will cooperate fully with the City with respect to any litigation
commenced with respect to the Project.
(6) The Developer will cooperate fully with the City in determining a m_Iy
acceptable resolution of any traffic, parking, trash removal or public safety problems which may
arise in connection with the construction and operation of the Projects.
(7) The Developer would not undertake the Projects in the reasonably foreseeable
future without the use of tax increment financing contemplated by this Agreement.
(8) Subject to. the terms of this Agreement, the Developer expects that, barring
Unavo~dable Delays, the construction of the Projects will commence by and be completed by:
I-BI-2 6/3012007 12/3112008
I-B7 3/3112008 4/3012009
I-B8 7/3112007 12/3112008
I-B9 12/3112007 12/3112008
2-B4 3/3112009 413012010
2-B5 3/3112010 4130/2011
2-BE-W 3/3112009 12/3112011
3-B6 3/3112012 12/3112013
3B-I0 313112012 12/3112013
4-B3 4/3012014 12/31/2015
ARTICLE m
REIMBURSEMENT OF PROJECT COSTS
Section 3.1. Statement of Intent It is the intent of the parties that the City reimburse
the Developer for a portion of the costs incUrred by the Developer in acquiring the Development
Property upon satisfaction of the conditions set forth in Section 3.2.
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Section 3.2. Conveyance of Development Property.
(1) The City shall convey to the Developer and the Developer shall acquire from the
City the portions of the Development Property owned by the City or acquired by the City for the
purchase price mutually agreed to Subject to satisfaction of the following conditions precedent:
(a) The Developer shall be in material compliance with all the terms and
provisions of this Agreement;
(b) The Developer shall have submitted to the City Construction Plans for the
Minimum Improvements and such Construction Plans shall have been approved by the
City pursuant to Section 5.2 of this Agreement;
(c) The Developer shall furnish the City evidence, in a form satisfactory to
the City such as a letter of commitment from a bank or other lending institution, that the
Developer has firm commitments for financing for the acquisition of the Development
Property and construction financing for the Minimum Improvements in an amount
sufficient, together with equity commitments, to acquire the Development Property and
complete the Minimum Improvements in conformance with the Construction Plans, or
the City shall receive such other evidence of financial ability as in the reasonable
judgment of the City is required; and
(d) The Developer shall have satisfied the conditions set forth in the Purchase
Agreement to be entered into between the City and the Developer; and
(e) Issuance of the Tax Increment Bonds.
Section 3.3. Acquisition of Development ProDertv. Developer agrees that it will use
reasonable efforts to acquire the portions of Development Property not currently owned by the
City at Developer's sole cost and expense. If after Developer has made reasonable efforts to
acquire the Development Property and Developer is unable to do so, the City agrees to acquire
the Development Property through eminent domain or otherwise subject to the following terms
and conditions:
(1) Developer agrees to deposit, at such times as the City determines such funds are
necessary to be deposited, with the City an amount equal to 100% of the appraised value of the
Development Property to be acquired by condemDation and all acquisition costs. Such funds
will be held by the City in an interest bearing account (the "Escrowed Funds"). In lieu of such
Escrowed Funds, Developer can provide to the City a letter of credit in a form satisfactory to the
City.
(2) If during the course of the eminent domain proceeding or negotiations in lieu
thereof, there is a determination that the amount neCessary to acguire the Development Property
is greater than the Escrowed Funds or letter of credit, the City shall notify Developer, and upon
such notification Developer shall deposit additional funds or provide a new letter of credit for
such acquisition or, in the alternative notify the City that it is unable or unwilling to deposit such
additional funds in which case the eminent domain proCeedings or negotiations will be
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terminated, and the Escrowed Funds or the letter of credit will be returned to Developer subject
to all costs that the City is required to pay pursuant to statute or other costs incurred in
connection with such eminent domain proceeding.
(3) Ifunder any circumstances the City is required to "quick take" the Development
Property, the Developer shall pay the valuation amount needed to acquire the Development
Property in the eminent domain proceeding.
Section 3.4. Issuance of Tax Increment Bonds. The City agrees to exercise its best
efforts to take all steps necessary to issue the Tax Increment Bonds, prior to the respective
Commencement Date, in an amount sufficient to finance the Public Improvements. The
obligation of the City to issue the Tax Increment Bonds sha1I be subject to the limitations
provided in Section 3.5 of this Agreement.
Section 3.5. Limitations on Financial Undertakine:s of the City. Notwithstanding the
provisions of Section 3.4, the City shall issue the Tax Increment Bonds subject to the following
conditions precedent:
(1) The City is entitled under Section 10.02 of this Agreement to exercise any of the
remedies set forth therein as a result of an Event of Default; and
(2) There has been, or there occurs, a substantial change for the worse in the financial
resources and ability of the Developer, or a substantial decrease in the financing commitments
secured by the Developer for construction of the Minimum Improvements, which change(s)
makes it substantially more likely, in the reasonable judgment of the City, that the Developer
will be unable to fulfill its covenants and obligations under this Agreement.
Section 3.6. Use of Tax Increment Bond Proceeds.
(1) The City's obligation to disburse proceeds of Tax Increment Bonds to the
Developer for the costs of the installation of the Public Improvements shall be subject to
satisfaction of the following conditions precedent:
(a) The Developer shall be in material compliance with all the terms and
provisions of this Agreement;
(b) The Developer shall have submitted to the City Construction Plans for the
Minimum Improvements and such Construction Plans shall have been approved by the
City pursuant to Section 5.2 of this Agreement;
(c) The Developer shall furnish the City evidence, in a form satisfactory to
the City such as a letter of commitment from a bank or other lending institution, that the
Developer has firm commitments for financing for the acquisition of the Development
Property and construction financing for the Minimum Improvements in an amount
sufficient, together with equity commitments, to acquire the Development Property and
complete the Minimum Improvements in conformance with the Construction Plans, or
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the City shall receive such other evidence of financial ability as in the reasonable
judgment of the City is required; and
(d) The Developer shall have' satisfied the conditions set forth in the Purchase
Agreement to be entered into between the City and the Developer;
(e) Issuance of the Tax Increment Bonds; and
(t) Delivery of an irrevocable letter of credit issued by a financial institution
and in a form satisfactory to the City in an amount equal to the cost of the Public
Improvements which letter of credit shall be released when the Minimum Improvements
are complete; provided, however, that with approval of the City, the letter of credit may
be reduced from time to time as work on the Public Improvements is completed.
(2) The proceeds of the Tax Increment Bonds shall be disbursed monthly upon
submission to the City of the following documentation:
(i) a completed AlA Document 0702 certified by the inspecting
architect/engineer; and
(ii) lien waivers relating to the previous monthly disbursement.
Section 3.7. Installation of Public Improvements. In connection with the Public
Improvements the Developer shall contract with a registered engineer to prepare plans and
specifications for the Public Iniprovements, provided that the Developer shall obtain the City's
approval of the engineer and the plans and specifications. The Developer shall install the Public
Improvements in accordance with the State law requirements relating to installation of public
improvements, including compliance with public bidding requirements and shall obtain payment
and performance bonds as required by State law.
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ARTICLE IV
UNDERTAKINGS BY DEVELOPER AND CITY
Secti.on 4.1. Reimbursement of Costs for Projects. As Consideration for the execution
of this Agreement and the construction of the Projects by the Developer, subject to the further
provisions oftbis Agreement, including but not limited to the limitations on source of
reimbursement and amount set forth in Section 4.3 hereof: the City agrees to reimburse the
Developer for a portion of the coSts of the Development Property (the "Eligible Project Costs")
actually incurred and paid by the Developer in an amount as set forth below:
. lFr~~~~,k p f1l:~P~'~ir' $; ~~.
.', II '41~Q;," ;; ~ ~~F" 1l 111
'"J'1) ',f~~' t']I ~it r I
<"$II!J.iif: -,' J '1 ~ ,,::;i
~~ ' t :$ < c!n; ~ff it 1t-
I-BI-2 $1,040,500
1-87 $262,300
1-88 $962,000
1-89 $194,200
2-84 $595,300
2-85 $656,400
2-BE-W $833,900
3-86 $1,215,600
3B-I0 $256,500
4-B3 $902,800
Section 4.2. Reimbursement: Tax Increment Revenue Note. The City shall pay the
Developer the Reimbursement Amount through the issuance of the City's respective Tax.
Increment Note, subject to the following conditions:
(1) The respective Note shall be dated, issued and delivered to the Developer after the
Developer has certified to the City that the Development Property has been acquired and has
submitted evidence satisfactory to the City (such as a purchase agreement or closing statement)
that it has paid Eligible Project Costs in the amount of not less than the respective
Reimbursement Amount
(2) The unpaid principal amount of the respective Note shall bear interest from the
date of the respective Note, equal to the interest rate incurred by the Developer on the financing
of the respective Project. Interest shall be computed on the basis of a 360 day year consisting of
twelve (12) 30 day JIlonths. .
(3) The principal amount of the respective Note and interest thereon shall be payable
exclusively from the Development Property Tax Increments defined in (4) below.
(4) The City shall apply the percentage of Development Property Tax Increments
determined by the City's fiscal consultant necessary to amortize the principal and interest on the
respective Note on the respective Note Payment Date (the "Pledged Development Property Tax
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Increments"). Such percentage of Development Property Tax Increments shall be determined at
the time such respective Note is'issued. On each respective Note Paymerit Date and subject to
the provisions of the respective Note, the City shall pay against"the principal and interest
outstanding on the respective Note the percentage of Pledged Development Property Tax
Increments received by the City dming the preceding 6 months. All such payments shall be
applied first to accrued interest and then to reduce the principal amount of the respective Note.
(5) The respective Note shall be a special and limited obligation of the City and not a
general obligation of the City, and only Pledge Development Property Tax Increments shall be
used to pay the principal and interest on the respective Note. u: on any respective Note Payment
Date, the Pledged Development Property Tax Increments for the payment of the accrued and
unpaid interest on the respective Note are insufficient for such purposes, the difference shall be
carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a
future respective Note Payment Date there are Pledged Development Property Tax Increments in
excess of the amounts needed to pay the accrued interest thereon then due on the respective
Note.
(6) The City's obligation to make payments on the respective Note on any respective
Note Payment Date or any date thereafter shall be conditioned upon the requirement that (A)
there shall not at that time be an Event of Default that has occurred .and is continuing under this
Agreement and (B) this Agreement shall not have been rescinded pursuant to Section 5.2.
(7) The respective Note shall be governed by and payable pursuant to the additional
terms thereof. In the event of any conflict between the terms of the respective Note and the
terms of this Section 4.2, the terms of the respective Note shall govern. The issuance of the
respective Note pursuant and subject to the terms of this Agreement, and the taking by the City
of such additional actions as bond counsel for the respective Note may require in connection
therewith, are hereby authorized and approved by the City.
Section 4.3. Use of Development Prooertv Tax Increments. The City shall be free to
use the Development Property Tax: Increments, other than those to which the Developer is
entitled pursuant to the provisions of Section 4.2 hereof, for any purpose for which the
Development Property Tax Increments may lawfully be used pursuant to applicable provisions of
Minnesota law.
ARTICLE V
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section 5.1. Construction of Minimum Improvements. The Developer agrees that it
will cause the Minimum Improvements on the Development Property to be constructed
substantially in conformance with the approved Construction Plans. The Developer agrees that
the scope and scale of the Minimum Improvements to be constructed shall not be significantly
less than the scope and scale of the Minimum Improvements as detailed and outlined in the
Construction Plans.
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Section 5.2. Construction Plans. The Developer shall cause to be provided to the City
Construction Plans, which shall be subject to approval by the City as provided in this Section
. 5.2. The Construction Plans shall provide for the Minimum Improvements to be constructed on
the Development Property, and shall be in conformity with this Agreement, and all applicable
state and local laws and regulations. The City shall approve. the Construction Plans. in writing if:
(a) the Construction Plans conform to the terms and conditions of this Agreement; (b) the
Construction Plans conform to the terms and conditions of the Development Project; (c) the
Construction Plans conform to all applicable federal, state and local1aws, ordinances, rules and
~gulations; (d) the COnstruction Plans are adequate for purposes of this Agreement to provide
for the construction of the Minimum Improvements; and (e) no Event of Default under the terms
of this Agreement has occurred; provided, however, that any such approval of the Construction
Plans pursuant to this Section 5.2 shall constitute approval for the purposes of this Agreement
only and shall not be deemed to constitute approval or waiver by the City with reSPeCt to any .
building, zoning or other ordinances or regulation of the City, and shall not be deemed to be
sufficient plans to serve as the basis for the issuance of a building permit if the Construction
Plans are not as detailed or complete as the plans otherwise required for the issuance of a
building Permit.
The Construction Plans must be rejected in writing by the City within thirty (30) days of
submission or shall be deeme4 to have been approved by the City. If the City rejects the
Construction Plans in whole or in part, the Developer shall submit new or corrected Construction
Plans within thirty (30) days after receipt by the Developer of written notification of the
rejection, accompanied by a written statement of the City sPeCifying the respects in which the
Construction Plans submitted by the Developer fail to conform to the requirements of this
Section 5.2. The provisions of this Section 5.2 relating to approval, rejection and resubmission
of corrected Construction Plans shall continue to apply until the Construction Plans have been
approved by the City; provided, however, that in any event the Developer shall submit
Construction Plans which are approved prior to reconveyance of the Development Property to
the Developer by the City or commencement of construction of the Minimum Improvements.
Approval of the Construction Plans by the City shall not relieve the Developer of any obligation
to comply with the terms and provisions of this Agreement, or the provision of applicable
federal, state and local laws, ordinances and regulations, nor shall approval of the Construction
Plans by the City be deemed to constitute a waiver of any Event of Default.
If the Developer desires to make any material change it}. the Construction Plans after their
approval by'the City, the Developer shall submit the proposed change to the City for its approval.
If the Construction Plans, as modified by the proposed change, conform to the approval criteria.
listed in this Section 5.2 with respect to the original Construction Plans and do not constitute a
material modification to the scope, size or use of the respectj,ve Project or to the site plan
thereforee, the City shall approve the proposed change. Such change in the Construction Plans
shall be deemed approved by the City unless rejected in writing within ten (10) days by the City
with a statement of the City's reasons for such rejection.
Approval of Construction Plans hereunder is solely for purposes of this Agreement and
shall not constitute approval for any other City purpose.
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ARTICLE VI
INSURANCE
Section 6.1. Insurance.
(a) The Developer will provide and maintain or cause to be maintained at all
times dUring the process of constructing the Minimum Improvements (and, from time to
time at the request of the City, furnish the City with certificates of insurance on):
(i) Builder's risk insurance, written on the so-called "Builder's Risk -
Completed Value Basis" in an amount equal to one hundred percent (100%) of the
insurable value of the Minimum Improvements at the date of completion, and
with coverage available on the so-called "all risk" form of policy; the interest of
the City shall be protected by naming the City as an additional named insured;
(ii) Commercial general liability insurance (including operations,
premises, "XC.U." where applicable, Products/Completed Operations,
Contractual Liability, Broad Form Property Damage and Independent Contractors
with limits against bodily injury and property damage of not less than $1,000,000,
together with excess umbrella limits of not less than $1,000,000; and
(iii) Worker's compensation insurance. with statutory coverage.
(b) Upon completion of construction of the Minimum Improvements and prior
to the Termination Date, the Developer shall maintain, or cause to be maintained, at its
cost and expense, 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, including (without limiting the generality of
the foregoing) fire, extended coverage, vandalism and malicious mischief,
explosion, water damage, demolition cost, debris removal, and collapse in an
amount not less than the full insurable replacement value of the Minimum
Improvements. No policy of insurance shall be so written that the proceeds
thereof will produce less than the minimum coverage required by the preceding
sentence, by reason of co-insurance provisions or otherwise, without the prior
consent thereto in writing by the City. The term "full insurable replacement
value" shall mean the actual replacement cost of the Minimum Improvements
(excluding foundation and excavation costs and costs of underground flues, pipes,
drains and other uninsurable items) and equipment. All policies evidencing
insurance required by this subparagraph (i) with respect to the Minimum
Improvements shall be carried in the name of the Developer. The City and the
holder of the First Mortgage will be represented on such policies, as their
respective interests may appear.
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(ii). Commercial general public liability insurance, including personal
injury liability for injuries to persons and/or damages to property, including any
injuries resulting from the operation of automobiles or other motorized vehicles
on or about the Development Property, in the minimum amount for each year of
$1,000,000 (together with excess umbrella limits of not less than $1,000,000).
(ill) Such other insurance, including worker's compensation insurance
respecting all employees of the Developer, in such amount as is customarily
canied by like organizations engaged in like activities of comparable size and
liability exposure; provided that the Developer may be self-insured with respect to
all or any part of its liability for worker's compensation.
(c) All insurance required in this Article VI shall be taken out and maintained
in responsible insurance companies selected by the Developer which are authorized under
the laws of the State to assume the risks covered thereby. The Developer sha11 deposit
annually with the CitY 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 VI, each policy shall contain a provision that the insurer shall not cancel or
materially modify it without giving written notice to the Developer and the City at least
thirty (30) days before the cancellation or modification becomes effective. As soon as
reasonably possible, the Developer shall furnish the City evidence satisfactory to the City
that the policy has been renewed or replaced by another policy conforming to the
provisions of this Article VI, or that there is no necessity therefore under the terms
hereof. In lieu of separate policies, the Developer may maintain a single policy, or
blanket or umbrella policies, or a combination thereof, which provide the total coverage
required herein, in which event the Developer shall deposit with the City a certificate or
certificates of the respective insurers as to the amount of coverage in force upon the
Minimum Improvements.
(d) The Developer agrees to notify the City 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. Subject to the provisions of
any First Mortgage, Net Proceeds of any insmance shall be paid directly to the
Developer, and the Developer will forthwith repair, reconstruct and restore the Minimum
Improvements to substantially the same or an improved condition or value as they existed
prior to the event causing such damage and, to the extent necessary to accomplish such
repair, reconstruction and restoration, the Developer will apply the Net Proceeds of any
insurance relating to such damage received by the Developer to the payment or
reimbursement of the costs thereof.
(e) The Developer shall complete the repair, reconstruction and restoration of
the Minimum Improvements, whether or not the Net Proceeds of insurance received by
the Developer for such purposes are sufficient
Section 6.2. Condemnation. In the event that title to and possession of the Minimum
Improvements or any other material part thereof shall be taken in condemnation or by the'
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exercise of the power of eminent domain by any governmental body or other person (except the
City), so long as the Assessment Agreement shall remain in effect, the Developer shall, with
reasonable promptness after such taking, notify the City as to the nature and extent of such
taking.
Section 6.3. Reconstruction or Payment. Upon receipt of any Condemnation Award or
property insurance proceeds, the Developer shall use the entire Condemnatlon Award to
reconstruct the Minimum Improvements (or, in the event only a part of Minimum Improvements
have been taken, then to reconstruct such part) upon "the Development Property or elsewhere
within the Tax Increment District; provided, however, that the Developer may instead elect to
pay to the City out of the Condemnation Award or property insurance proceeds, if and to the
extent any such Condemnation Award or property insurance proceeds are sufficient for such
purpose the sum of the outstanding principal amount of the Tax Increment Bonds.
Section 6.4. Relationship to Mortgwzee. The provisions of Section 6.1 shall be subject
to the subordination, modification and waiver provisions of Section 8.7 but shall otherwise
remain in full force and effect with respect to the Developer's obligations to maintain insurance,
notify the City of any casualty and reconstruct the Minimum Improvements upon such casualty
unless provision is made to the satisfaction of the City for the reimbursement of all public
. redevelopment costs incurred by the City in connection with the Project.
ARTICLE VII
OTHER COVENANTS
Section 7.1 Real Prooertv Taxes. The Developer shall prior to the Termin8tion Date
pay all real property taxes payable with respect to all parts of the Development Property acquired
and owned by it and pursuant to the provisions of the Assessment Agreement and any other
statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to
the Development Property (or part thereot) and until title to the property is vested in another
person.
The Developer agrees that prior to the Termination Date:
(a) It will not seek administrative review or judicial review of the
applicability of any tax statute relating to the ad valorem property taxation of real
property contained on the Development Property determined by any tax official to be
applicable to the Project or the Devel.oper or raise the inapplicability of any such tax
statute as a defense in any proceedings with respect to the Development Property,
including delinquent tax proceedings; provided, however, "tax statute" does not include
any local ordinance or resolution levying a tax; and
(b) It will not seek administrative review or judicial review of the
constitutionality of any tax statute relating to the taxation of real property contained on
the Development Property determined by any tax official to be applicable to the
respective Project or the Developer or raise the unconstitutionality of any such tax statute
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as a defense in any proceedings, including delinquent tax proceedings with respect to the
. Development Property; provided, however, "tax statute" does not include any local
ordinaJice or resolution levying a tax;
Semon 7:Z Public Assistance. In order to achieve the foregoing multi-use
Development, it is anticipated that various Projects in the Development will require provisions
addressing a variety of forms of public assistance that may be necessary in order to accomplish
the Development. Examples of public assistance which may be ultimately be agreed upon may
include, but are not limited to, the following:
(a) Site Assembly & Land Write-Down. The City must consider acquisition
of some or all of the Development Property based upon terms and conditions
contained in the Developinent contract. Acquisition may be through negotiated
purchase, or, after a good faith effort to acquire the site, condemnation or a
combination. Acquired properties must be conveyed to the Developer at a write-
down, subject to all of the applicable provisions of law. The write-down price
may take into consideration any pending or levied special assessments. The
difference between the City's assembly costs and the sale price may be paid to the
Developer out of Project tax increment.
(b) City Fees. The City must consider a write down or waiver of City Fees to
assist with the financing gap. City fees that must be considered for a write down
or waiver are, but shall not be limited to:
i. Park Dedication;
ii. Sewer and Water Access Charge (except that portion of SAC required
by Met Council);
iii. Building Inspection Fees; and
iv. Public Improvements (financed by City of Centerville via: special
assessment bonds under Minnesota Statues Chapter 429)
(c) Grants. The City, as well as other outside sources such as Department of
Employment and Economic Development, the Metropolitan Council and Anoka County
Livable Communities Development Block Grant will be requested to provide grants
and/or loans in the form of cash to permit the Developer to redevelop the Project. The
City will cooperate with and support the Developer in any efforts to secure grants or
similar funding. The use of any grant(s) and the amount of such grant(s) will not be
known until the exact scope and anticipated use of the Projects are finally determined and
established, and the availability of certain types of grants, and a definitive budget for the
Development Project are established.
(d) Capital Improvement Financing. The City will issue bonds for specific
capital improvements. Minnesota Statutes Section 475 (The CIP Act) allows the City to
issues bonds for the purpose of a city hall, public safety facility, and public works
. facility. An improvement must have an expected useful life offive (5) years or more to
qualify. Only public safety, public works facilities, and City Hall facilities may be
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financed with general obligation bonds under the CIP Act Other capital improvements
within will be financed with special assessment bonds under Minnesota Statues Chapter
429.
(e) Debt The City may be asked to provide certain loans to the Developer to
support the Development Project Any agreement by the City to make such loans will be
subject to the absolute discretion of the City and will also depend upon a clearly available
source of funding, and appropriate security.
ARTICLE VIII.
MORTGAGE FINANCING
Section 8.1. Limitation Upon Encumbrance of Property. Prior to the completion of the
Minimum Improvements, as determined by the City, neither the Developer nor any successor in
interest to the Development Property or any part thereof shall engage in any financing or any
other transaction creating any mortgage or other encumbrance or lien upon the Development
Property, other than Permitted Encumbrances, whether by express agreement or operation of
law, or suffer any encumbrance or lien to be made on or attach to the Development Property,
other than Permitted Encumbrances, except:
(a) for the purposes of obtaining funds only to the extent necessary for the
acquisition of the Development Property and making the Minimum Improvements
(including, but not limited to, labor and materials, equipment, professional fees, real
estate taxes, construction interest, organization and other indirect costs of development,
costs of constructing the Minimum Improvements, an allowance for contingencies, costs
of issuance of any bond or note issue to fund construction or acquisition of the respective
Project, amounts required to fund any bond or note reserves relating to construction or
acquisition of the Project, and amounts required to fund any required escrow accounts);
and
(b) only upon the prior written approval of the City in accordance with
Sections 8.1 and 8.2.
The City shall not approve any Mortgage which does not contain terms that conform to the terms
of Section 8.5, except as provided in Section 8.6 of this Agreement.
..-
Section 8.2. Approval of Mortgage. The City shall approve a Mortgage if:
(a) the City first receives a copy of all mortgage documents;
(b) the mortgage loan, together with other funds available to the Developer,
will, in the reasonable judgment of the City, be sufficient to construct the Minimum
Improvements;
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(c) the City is not entitled under Section 10.02 to exercise any of the remedies
set forth therein as a result of an Event of Default; .
. (d) the City determines that the terms of the Mortgage conform to the terms of
Section 8.S.,
Section 8.3. Notice of Default: COPy to Morteagee. Whenever the City or the City
shall deliver any notice or demand to the Developer with respect to any breach or default by the
Developer in his obligations or covenants under the Agteemtmt, the City shall at the same time
forward a copy of such notice or demand to each holder of any Mortgage authorized by the
Agreement at the last address of such holder shown in the records of the City.
Section 8.4. Morteaeee's Option to Cure Defaults. After any breach or default referred
.to in Section 8.3, each such holder of a Mortgage shall (insofar as the rights of the City are
concerned) have the right, at its option, to cure or remedy such breach or default (or such breach
or default to the. extent that it relates to the part of the Development Property covered by its
mortgage) and to add the cost thereof to the Mortgage debt and the lien of its Mortgage;
provided, however, that if the breach or default is with respect to construction of the Minimum
Improvements, nothing contained in this Section or any other Section of this Agreement shall be
deemed to require such holder, either before or after foreclosure or action in lieu thereof, to
undertake or continue the construction or completion of the Minimum Improvements, provided
that any such holder shall not devote the Development Property to a use inconsistent with the
Development Plan or this Agreement without the agreement of the City.
Section 8.S. City's Option to Cure Default on Momage. Any Mortgage authorized
pursuant to this Article VIII, and executed by the Developer or any subordination agreement
relating to such mortgage entered into by the City with respect to the Development Property or
any improvements thereon shall provide that, in the event that the Developer is in default under
such Mortgage and the holder of the Mortgage notifies the Developer of suCh default, the holder
of the Mortgage shall also notify the City in writing of:
(a) the fact of the default;
(b) the elements of the default; and
. (c) the actions required to cure the default.
If the default is an "Event of Default" under such Mortgage, which.shall entitle such holder
thereof to foreclose upon the Development Property, the Minimum Improvements or any portion
thereot: and any applicable grace periods have expired, the City shall have, and each Mortgage
executed by the Developer or any subordination agreement relating to such Mortgage entered
into by the City, with respect to the Development Property or any improvements thereon shall
provide that the City shall have such an opportunity to cure the "Event of Default" within such
reasonable time period as the holder shall deem appropriate.
Section 8.6. City's Ootioo to Cure Default on Mort2age. Any Mortgage authorized
pursuant to this Articl~ VIII, and executed by the Developer or any subordination agreement
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relating to such mortgage entered into by the City with respect to the Development Property or
any improvements thereon shall provide that, in the event that the Developer is in default under
such Mortgage and the holder of the Mortgage notifies the Developer of such default, the holder
of the Mortgage shall also notify the City in writing of:
(a) the fact of the default;
(b) the elements of the default; and
(c) the actions required to cure the default
If the default is an "Event of Default" under such Mortgage, which shall entitle such holder
thereof to foreclose upon the Development Property, the Minimum Improvements or any portion
thereot: and any applicable grace periods have expired, the City shall have, and each Mortgage
executed by the Developer or any subordination agreement relating to such Mortgage entered
into by the City, with respect to the Development Property or any improvements thereon shall
provide that the City shall have such an opportunity to cure the "Event of Default" wi~ such
reasonable time period as the holder shall deem appropriate.
Section 8.7. Subordination and Modification for the Benefit of Mortgagees.
(a) In order to facilitate the obtaining of financing for the construction or
purchase of the Minimum Improvements by the Developer, the City agrees to subordinate
their rights under this Agreement and for the purposes described in Section 8.l(a) of this
Agreement, but only provided that the First Mortgage provides that if the holder of the
First Mortgage shall foreclose on the Development Property, the improvements thereon,
or any portion thereot: or accept a deed to the Development Property in lieu of
foreclosure, it shall consent to the Assessor's Minimum Market Value set forth in the
Assessment Agreement and provided that such subordination shall not relieve the
Developer of its obligation hereunder to restore the Development Property in the event of
damage, destruction or condemnation of all or any part of the Development Property.
(b) In order to facilitate the obtaining of financing for the construction of the
Minimum Improvements, the City agree that they shall agree to any reasonable
modification of this Article VIII or Article V, intercreditor agreement or waiver of its
rights hereunder to accommodate the interests of the holder of the First Mortgage,
provided, however, that the City determines, in their reasonable judgment, that any such
modification(s) will adequately protect the legitimate interests and security of the City
with respect to the Project and the Development Projed The City also agree to consider
such modification(s) of this Article VITI with respect to other holders, and to agree to
such modifications if the City deem such modification(s) necessary and reasonably.
ARTICLE IX
PROmBmONS AGAINST ASSIGNMENT AND
TRANSFER; INDEMNIFICATION
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Section 9.1. Transfer of Substantially all Assets. As security for the obligations of the
Developer under this Agreement, the Developer represents and agrees that prior to the
Termination Date, the Developer will not dispose of all or substantially all of its assets; provided
that the Developer may sell or otherwise transfer to any Person all or substantially all of its as~
and thereafter be discharged from liability hereunder (except as otherwise provided under clause
(ii)(B) below) if (i) the transferee Person assumes in writing all of the obligations of the
Developer under this Agreement and the Assessment Agreement; and (rl) the City receives either
(A) such new security from the successor Developer to assure completion of the respective
Project as the City reasonably deems necessary or desirable, or (B) such evidence as the City
shall reasonably require, including an opinion of counsel, that the existing obligations provided
pursuant to Section 7.1 will remain in effect and will be enforceable against the existing
Developer upon a default by the successor Developer with respect to completion of the
respective Project.
Section 9.2. Prohibition Against Transfer of Property and Assignment of Aereement.
The Developer represents and agrees that prior to the Termination Date:
(a) Except only by way of security for, and only for, the purpose of obtaining
financing necessary to enable the Developer or any successor in interest to the
Development Property, or any part thereo( to perform its obligations with respect to
acquiring the Development Property and making the Minimum Improvements under this
Agreement, and any other purpose authorized by this Agreement, the Developer 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 (o1her than in the normal course of
business), or any trust or power, or transfer in any other mode or form of or with respect
to the Agreement or the Development Property or any part thereof or any interest therein,
or any contract or agreement to do any of the same, without the prior written approval of
the City.
(b) The City shall be entitled to require, except as otherwise provided in the
Agreement, as conditions to any such approval that:
(i) Any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the City, necessary and adequate to
fulfill the obligations undertaken in this Agreement by the Developer.
(ii) Any proposed transferee, by instrument in writing satisfactory to
the City and in form recordable among the land records, shall, for itself and its
successors and assigns, and expressly for the benefit of the City, have expressly
assumed all of the obligations of the Developer under this Agreement and agreed
to be subject to all the conditions and restrictions to which the Developer is
subject (unless the Developer agrees to continue to fulfill those obligations, in
which case the preceding provisions of this Section 9.2(b)(ii) shall not apply);
provided, however, that the fact that any transferee of, or any other successor in
interest whatsoever to,. the Development Property, or any part thereof, shall not,
for whatever reason, have assumed such obligations or so agreed, and shall not
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(unless and only to the extent otherwise specifically provided in this Agreeme~t
or agreed to in writing by the City) deprive the 'city of any rights or remedies or
controls with respect to the Development Property or the consiruction 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
Development Property or any part thereof, or any interest therein, however
CODSnmmSlfe1f or occurring, and whether voluntary or involuntary, shall operate,
legally or practically, to deprive or limit the City of or with respect to any rights
or remedies or controls provided in or resulting from this Agreement with respect
to the Minimum Improvements that the City would have had, had there been no
such transfer or change. In the absence of specific written agreement by the City
to the contrary, no such transfer or approval by the City thereof shall be deemed
to relieve the Developer, or any other party bound in any way by this Agreement
or otherwise with respect to the co~on of the Minimum Improvements,
from any of its obligations with respect thereto.
(ill) There shall be submitted to the City for review and prior written
approval all instruments and other legal documents involved in effecting the
transfer of any interest in this Agreement or the Development Property governed
by this Article IX.
Section 9.3. Release and Indemnification Covenants.
(a) Except for any willful misrepresentation or any negligent act or omission,
willful or wanton misconduct or any unlawful act of the indemnified parties, the
Developer releases the City and the governing body members, officers, agents, servants
and employees thereof (hereinafter, for purposes of this Section 9.3, the "indemnified
parties") from, covenants and agrees that 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 misrepresentation or any negligent act, willful or
wanton misconduct or any unlawful act of the indemnified parties, the Developer 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
(i) from any violation of any agreement or condition of this Agreement by the Developer
(except with respect to any suit, action, demand or other proceening brought by the
Developer against the City to enforce its rights under this Agreement) or (ll) the
acquisition, construction, installation, ownership, and operation of the Minimum
Improvements by the Developer.
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(c) The indemi1ified parties shall not be liable for any damage or injury to the
persons or property of the Developer 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, other than any act of negligence on the part of any such indemnified party
or its officers. agents, servants or employees.
(d) All covenants, stipulations, promises, agreements and obligations of the
City contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of the City, respectively, and not of any governing body
member, officer, agent, servant or employee of the City in the individual capacity thereof.
Section 9.4. ADDI'Ovals. Notwithstanding Section 9.1 and 9.2, any approval ofa
transfer of interest in the Developer, this Agreement, or all or a part of the Development Property
required to be given by the City under this Article IX may be denied only in the event that the
City reasonably determines that the ability of the Developer to perform its obligations under this
Agreement and its obligation, to pay ad valorem real property taxes assessed with respect to the
Development Property, or the overa1I financial security provic;led to the City tinder the terms of
this Agreement, or the likelihood of the Minimmn Improvements being successfully constructed
and operated and maintained pursuant to the terms of this Agreement, will be materially
impaired by the action for which approval is sought
ARTICLE X
DEVELOPER EVENTS OF DEFAULT
Section 10.1. Events of Default Defined. Anyone or more of the following shall be an
"Event of Default" under this Agreement:
(a) Failure by the Developer to timely pay pursuant to Article VII all adtvalorem real property taxes assessed with respect to the Development Property.
(b) Failure by the Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions and
limitations of Article V.
(c) Failure by the Developer to cause the Minimum Improvements to be
reconstructed when required pursuant to Article VI.
(d) Transfer of any interest in the Developer or the Project in violation of the
provisions of Article IX.
(e) Failure by the Developer to substantially observe or perform any other
material covenant, condition, obligation or agreement on its part to be observed or
performed under this Agreement.
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(1) The holder of any Mortgage on the Development Property, or any
improvements thereon, or any portion thereo( commences foreclosure proceedings as a
result of any defiwlt under the applicable Mortgage documents.
(g) The Developer shall
(A) file. any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under. the United States Bankruptcy Act of 1978, as amended or under any similar
federal or state laW; or
(B) make an assignment for the benefit of its creditors; or
(C) admit in writing its inability to pay its debts generally as they
become due; or
(D) be adjudicated a bankrupt or insolvent; or if a petition or answer
proposing the adjuration of the Developer, as a bankrupt or its reorgani7.ation
under any present or future federal bankruptcy act or any similar federal or state
law shall be filed in any court and such petition or answer $hall not be discharged
or denied within ninety (90) days after the filing thereof; or a receiver, trustee or
liquidator of the Developer, or of the Project, or part thereof, shall be appointed in
any proceeding brought against the Developer, and shall not be discharged within
ninety (90) days after such appointed, or if the Developer, shall consent to or
acquiesce in such appointment.
Section 10.2. Remedies on Default Whenever any Event of Default referred to in
Section 10.1 occurs and is continuing, the City may take anyone or more of the following
actions after (except in the case ofan Event of Default under subsections (a) or (g) of Section
10.1) the giving of thirty (30) days' written notice to the Developer and the holder of the First
Mortgage of the Event of Default by the City, but only if the Event of Default has not been cured
within said thirty (30) days, or if the Event of Default cannot be cured within thirty (30) days and
the Developer does not provide assurances to the City reasonably satisfactory to the City that the
Event of Default will be cured as soon. as reasonably possible.
(a) The City may suspend its performance under this Agreement until it
receives assurances from the Developer, deemed adequate by the City, that the Developer
will cure its default and continue its performance under this Agreement.
(b) The City may terminate this Agreement.
(c) The City may draw upon any guarantee or security provided to the City
pursuant to any of the terms of this Agreement according to its terms.
(d) The City may take any action, including legal or administrative action,
which may appear necessary or desirable to collect any payments due under this
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Agreement to sue for money damages, or to enforce performance and observance of any
obligation, agreement or covenant of the Developer under this Agreement
Section 10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to
the City is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall imP.air any such right or
power or shall be constnled to be a waiver thereat: but any such right and power may be
exercised from time to time and as often as may be deemed expedient
Section 10.4. No !mDlied Waiver. In"the event any agreement dontained in this
Agreement should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent previous or subsequent breach hereunder.
Section 10.5. Agreement to Pay Attornev's Fees and Expenses. Whenever any Event of
Default occurs and the City shall employ attorneys or incur other reasonable expenses for the
collection of payments due or to become due or for the enforcement or performance or
observance of any obligation or agreement on the part of the Developer herein contained, the
Developer agrees that it shall, on demand therefore, pay to the City the reasonable fees of such
attorneys and such other reasonable expenses so incurred by the City.
ARTICLE XI
ADOmONAL PROVISIONS
"Section 11.1. Restrictions on Use. The Developer agrees for itselt: assigns and every
successor in interest to the Development Property, or any part thereot: that the Developer and
such successors and assigns shall during ~e term of this Agreement devote the Development
Property to, and in accordance with, the uses specified in this Agreement
Section 11.2. Conflicts of Interest. No member of the governing body or other official
of the City shall have any financial interest direct or indirect in this Agreement the
Development Property or the Minimum Improvements, or any contract agreement or other
transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall
any such member of the governing body or other official participate in any decision relating to
the Agreement which affects his or her personal interests or the interests of any corporation,
partnership or association in which he or she is directly or indirectly interested. No member,
official" or employee of the City shall be personally liable to the Developer in the event of any
default or breach by the City under the terms of this Agreement
Section 11.3. 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.
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Section 11.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
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 Developer is addressed to or delivered personally to:
Centerville MainStreet, LLC
Attention: Ronald G. Mehl
750 2nd Street NE - Suite 100
Hopkins, Minnesota 55343
with a copy to:
Lindquist & Vennum P .L.L.P.
Attention: Laura Krenz
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(b) in the case of the City, is addressed to or delivered personally to the City at:
City of Centerville - City Hall
Attention: Dallas Larson
1880 Main Street
Centerville, MN 55038-9794
with a copy to:
City of Centerville - City Hall
Attention: John Meyer
1880 Main Street
Centerville, MN 55038-9794
with a copy to:
Smith & Glaser, L.L.C.
Attention: Kurt B. Glaser
510 1st aye N. - Suite 610
Minneapolis,~55403
( c) in the case of the holder of the First Mortgage, is addressed or delivered personally to
the address supplied;
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
30
117
Section 11.5. Counteroarts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument
Section 11.6. Modification. If the Developer is requested by the holder of a Mortgage
or by a prospective holder of a prospective Mortgage to amend or supplement tliis Agreement in
any manner whatsoever, the City will, in good faith, consider the request with a view to granting
the same unless the City, in their reasonable judgment, conclude that such modification is not in
the public interest, or will significantly and undesirably weaken the financial security provided to
the interests of the City as of the date of this Agreement by the terms and provisions of this
Agreement. Notwithstanding the forgoing, the City's financial security shall not be deemed
significantly or undesirably weakened by any refinancing of the Project which does not increase
Developer's debt on the Project beyond the debt existing on the date of this Agreement
Section 11.7. Law Governing. This Agreement will be governed and construed in
accordance with the laws of the State.
Section 11.8. No Business Subsidv. This Agreement does not constitute a business
subsidy within the meaning of Minnesota Statutes, Sections 116J.993 to 1 16J.995 by reason of
the exception for assistance of land costs equal to the housing portion of the applicable Projects.
Section 11.10. City Aporovals. Any approval, execution of documents, or other action to
be taken by the City pursuant to this Agreement, for the purpose of carrying out the terms of this
Agreement or for the purpose of determining sufficient performance by Developer under this
Agreement, may be made, executed or taken by the Mayor and Administrator of the City without
further approval by the City Council. The Mayor and Administrator of the City may, but shall
not be required to, consult with other City staff with respect to such matters.
Section 11.11. Rule of Construction. The parties agree that this Agreement is not
intended, nor shall it be construed, as ajoint venture or other partnership between the City and
the Developer or as empowering the Developer to act as an agent of the City, it being the intent
of the parties that the Developer is at all times acting as an independent contractor and not as a
partner or agent of the City.
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- IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and on its behalf and its seal to be hereunto duly affixed, the City has caused this
Agreement lObe duly exec11ted in itsuame and on its behaIt: and the Developer has caused this
Agreement to be duly execUted in its name and on its behal( on or as of the date first above.
written. -
CITY OF CENTERVILLE
By:
Its: Mayor
By:
Its: City Administrator
(SEAL)
This is a signature page to the Development Agreement by and among the City of Centerville,
the City of Centerville and Centerville Mainstreet, L
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119
EIhibit A-I
The Development Properties: Property List
ANOKA
COUNTYPIDt#
OWNER
ADDRESS
CITY, STAlE" ZIP
233122210022 IND SCHOOL DISTRlCf#12 4707 NORm RD CIRCLE PINESMN 5S014-0000
233122210023 IND SCHOOL DISTRICT #12 NO ADDRESS CIRCLE PINES MN 5SOI4-0000
233122210024 MAGILL PROPERTIES INC 7709 201H A VB N LINO LAKES MN 5S038-0000
233122210025 SlEFFEL PAUL H 1709 MAIN ST CENTERVRLE MN 55038-0000
233122210028 UNDERWOOD SCOTT 211 BIRCH ST. WHITE BEAR LAKE MN 55110
233122210051 SCHEmLAUER PAMELA R 1737 MAIN ST HUGO MN 55038-0000
HELMBRECHT JERRY T & MARY
233122210052 JO 1745 MAIN ST CENTERVRLE MN 55038-0000
2331222100SS OPP DONALD W & MYRNA 0 15S4 HOLLY DR HUGO MN 55038-0000
233122210056 GNADKE RANDY J & HEIDI F 1751 MAIN ST CENTERVILLE MN 55038-0000
233122220004 SHEPPARD ROBERT & SUSAN 1695MAINST HUGO MN 55038-0000
233122220005 SHEERAN ROBERT B 1691 MAIN ST CEN'lERVILLE MN 55038-0000
233122220008 BRILOWSKI MARK G &; WENDY K 7124 MAIN ST CENTERVILLE MN 55038-0000
233122220009 ANOKA COUNTY OF 325 E MAIN ST ANOKA MN 55303-0000
233122220010 COUNTY OF ANOKA 325 E MAIN ST ANOKA MN 55303-0000
233122220011 ANOKA COUNTY OF 325 E MAIN ST ANOKA MN 55303-0000
233122220015 CAMP PATRICIA R 7121 CENTERVILLE RD CENTERVILLE MN 55038-0000
233122220016 CAMP-BARON PATRICIA R 7121 CENTERVILLE RD CEN'lERVRLE MN 55038-0000
233122230005 CENTERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000
233122230006 CEN'lERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000
233122230008 CENTERVILLE CITY OF 1880MAINST CENTERVILLE MN 55038-0000
233122230009 CENTERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000
233122230010 CENTERVILLE CITY OF 1880 MAIN ST CENTERVILLE MN SS038-OOOO
233122230011 MARSHALL ERICK 1580 SOREL ST CENTERVILLE MN 55038-0000
233122230012 EDBERG REBECCA A 1680 SOREL ST CENTERVILLE MN 55038-0000
233122230013 BURKE PAUL 1683 LAKELAND CIRCLE CENTERVILLE MN 55038-0000
233122230014 CENTERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000
233122230015 David Killan 1695 SOREL ST CENTERVILLE MN 55038-0000
233122230016 LINDSAY JULIE A 1687 SOREL ST CENTERVILLE MN 55038-0000
233122230017 M &; M ENDEAVORS LLC 21195 IVERSON AVE N FOREST LAKE MN 55025-0000
2331222300 18 KNABE ROBERT C PO BOX 304 HUGO MN 55038-0304
233122230019 M &; M ENDEAVORS LLC 21195 IVERSON A VB N FOREST LAKE MN 55025-0000
233122230021 CARPENTER COLLEEN 6885 20m A VB S CENTERVILLE MN 55038-0000
233122230022 CARPENTER COLLEEN 6885 201H A VB S CENTERVILLE MN 55038-0000
233122230023 CHURCH OF ST GENEVIEVE 7087 GOIFFON ST CENTERVILLE MN 55014-0000
233122230046 DESPEN PETER M 1688 HERITAGE ST CENTERVILLE MN 55038-0000
233122230047 BROWN DAVID . 7045 CENTERVILLE RD CENTERVILLE MN 5S038-0000
233122230048 mGHLAND CHRISTINE 1680 HERITAGE ST CENTERVILLE MN 55038-0000
233122240038 GAINSLEY MARGARET 1724 HERITAGE ST CENTERVILLE MN 55038-0000
233122240004 BUSSE RICHARD 0 JR 1748 HERITAGE ST HUGO MN 55038-0000
233122240005 HENSEL LEO W &; MARGARET M 1744 HERITAGE ST CENTERVRLE MN 55038-0000
1309762vRED
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A-I
I~O
ANOKA
COUNTY PID#
OWNER
ADDRESS
CITY, STATE & ZIP
233122240009 FERWERDAIONATHAN M 1716 HERITAGE ST CENTERVILLE MN 55038-0000
233122240010 RIVARD HAROLD L & ANGELA M 7046 CENTERVILLE RD HUGO MN 55038~
233122240038 GAlNSLEY MARGARET 1724 HERITAGE ST CENTERVILLE MN 55038-0000
233122240039 GAINS LEY MARGARET 1724 HERITAGE ST CENTERVILLE MN 55038-0000
233122240012 NEISrnS THOMAS I 7048 PROGRESS RD HUGO MN 5503~
233122240013 MCKAY CURTIS L & RHONDA I 1749 HERITAGE ST CENTERVILLE MN 55038-0000
MORAVEC GARY M & MICHELLE
233122240014 A 1745 HERITAGE ST HUGO MN 5S038-0000
ANDERSON MARGARET A & PAUL
2331222400 15 A 7072 PROGRESS RD CENTERVILLE MN 55038-0000
ANDERSON PAUL A & MARGARET
233122240016 A 7072 PROGRESS RD HUGO MN 55038-0000
233122240025 MONTAIN PAUL 6510 CENTERVILLE ROAD CENTERVILLE MN 55038-0000
233122240026 RIVARD MARCEL H 7026 CENTERVILLE RD #103 CENTERVlLLE MN 55038-0000
233122240027 NOBLE WELDING 7075 21ST AVE SO CENTERVlLLE MN 55038-0000
233122240028 WID ENTERPRISES INC 7098 CENTERVILLE RD CENTERVILLE MN 55038-0000
233122240029 WID ENTERPRISES INC 7098 CENTERVILLE RD CENTERVILLE MN 5503ll-OOOO
233122240030 BISEK. WILLIAM I 7098 CENTERVILLE RD CENTERVlLLE MN 55038-0000
233122240040 MONTAIN PAUL D 6510 CENTERVILLE ROAD HUGO MN 5503~
233122240041 MONTAlNPAULD 7082 CENTERVILLE RD CENTERVlLLE MN 55038-0000
233122240031 GOETZ GINAM 1721 HERITAGE ST CENTERVILLE MN 55038-0000
233122240032 KlNNING RICHARD W 7059 PROGRESS RD HUGO MN 5S038-0000
233122240033 KING STEVEN D & DONNA K 1724 SOREL ST . HUGO MN 55038-0000
233122240034 FISHER DAVID D 7072 CENTERVILLE RD HUGO MN 55038-0000
233122240035 SMITII JAMES H 1629 PELTIER LAKE DR HUGO MN 55038-0000
233122240036 BELDEN JOHN C & JULIANNE M 7056 CENTERVILLE RD HUGO MN 55038-0000
233122240043 PIERSIAK THOMAS R 7096 PROGRESS RD CENTERVILLE MN 55038-0000
233122240044 HILLMAN M R & REHBEIN C J 7086 PROGRESS RD CENTERVILLE MN 55038-0000
SUGDEN CHRISTOPHER &
233122240045 JENNIFER 7082 PROGRESS RD CENTERVILLE MN 55038-0000
233122240134 MILLS MYRA G 1744 MAIN ST CENTERVILLE MN 55038-0000
233122240020 MENSCH MARY 1742 MAIN ST CENTERVlLLE MN 55038-0000
233122240021 MAROIS ION 1740 MAIN ST CENTERVILLE MN 55038-0000
233122220003 LALONDE WILLIAMS 1687 WESTVIEW ST CENTERVILLE MN 55038-0000
233122210013 DUPRE THOMAS I 1781 MAIN ST CENTERVILLE MN 55038-0000
233122220008 BRlLOWSKI MARK. G & WENDY K 7124 MAIN ST CENTERVlLLE MN 55038-0000
233122220015 CAMP PATRICIA R 7121 CENTERVlLLE RD CENTERVlLLE MN 55038-0000
233122220016 CAMP - BARON PATRICIA R Unassi2lled Status CENTERVILLE MN 55038-0000
233122220018 PI BURKE INVESTMENTS LLC 7105 MAIN ST CENTERVlLLE MN 55038-0000
23312222019 ANOKA COUNTY Unassimed Status ANOKA MN 55303~
1309762vllED
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EXHIBIT A-2
PIClORIALS 9F PROJECT AREAS
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EXlllBIT B
PERMITTED ENCUMBRANCES
1. Any law, ordinance or govenimental regulation (mcluding but not limited to building and
zoning ordinances) restricting or regulating or prohibiting the occupancy, use or
enjoyment of the Development Property, or use or enjoyment of the Development
Property, or regulating the character, dimensions or location of any iInprovement now or
hereafter erected on the Development Property, or prohibiting a separation in ownership
or a reduction in the dimensions or area of the Development Property, or the effect of any
violation of any such law, ordinance or governmental regulation.
2. Rights of eminent domain or governmental rights of police power.
3. Defects, liens, encumbrances, adverse claims or other matters: (a) resulting in no loss or
damage to the Developer, or (b) attaching or created pursuant to Article VI subsequent to
the conveyance of the Development Property to the Developer by the City.
4. Any Mortgage approved or permitted under Section 8.2 and any liens and encumbrances
or other interests permitted under the terms of said Mortgage.
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