07-23-2003 Council Agenda - Laserfiche WebLink

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6.5. Conveyance Subject to Right of Re- entry. The EDA's conveyance of the Rutzik/Cardinal /Venetian Property to the Developer pursuant to the Purchase Agreement will be made subject to a right of re -entry for breach of conditions subsequent in favor of the EDA. The conditions subsequent are the Developer's acquisition of the Mellgren Property on or before the date set forth in Section 5.1 and the Developer's substantial completion of construction of the Minimum Improvements in conformance with the Construction Schedule, subject to Unavoidable Delay. If Developer breaches the condition subsequent, the EDA may elect to exercise its right of re -entry by commencing an action in Ramsey County District Court to establish the breach of the condition subsequent. If the EDA establishes a breach of the condition subsequent, title to and the right to possession of all portions of the Rutzik/Cardinal /Venetian Property for which the EDA has not issued a Certificate of Completion and Release and title to all improvements located thereon reverts to the EDA, and the Developer is not entitled to any compensation from the EDA or the City for the value of any improvements the Developer has made to the Rutzik/Cardinal /Venetian Property. When the Developer acquires fee title to the Mellgren Property, the Developer must convey the Mellgren Property to the EDA via a quit claim deed and the EDA must immediately reconvey the Mellgren Property to the Developer subject to the right of reentry for breach of a condition subsequent in favor of the EDA as described in this Section 6.5. 6.6. Mortgage. To secure the Developer's performance of its obligations under the $200,000 promissory note The Lodge at Little Canada LLC and Developer executed in favor of the EDA as partial payment of the purchase price for certain property which is adjacent to the Development Property, and which the EDA conveyed to The Lodge at Little Canada LLC pursuant to a development agreement and purchase agreement between the EDA and The Lodge at Little Canada LLC each dated November 22, 2002, the Developer must execute and deliver to the EDA, contemporaneously with the EDA's conveyance of the Rutzik/Cardinal /Venetian Property to the Developer, a mortgage establishing a first mortgage lien on the Rutzik/Cardinal /Venetian Property in favor of the EDA (the "Villas Mortgage "). The Villas Mortgage will be substantially in the form of Minnesota Uniform Conveyancing Blank Foam 43 -M but will be modified to incorporate the release provisions described in this Section 6.6. Until the $200,000.00 promissory note is paid in full, the Developer must pay the EDA, for application to the amounts due under the promissory note, the sum of $10,000 each time the Developer closes on the sale of a unit in the common interest community the Developer intends to establish on Development Property. This payment obligation applies whether the unit is located on the Rutzik/Cardinal /Venetian Property or the Mellgren Property. If the Developer closes on the sale of a unit constructed on the Rutzik/Cardinal /Venetian Property and pays to the City the sum of $10,000 as provided for in this Section 6.6, the City must provide the Developer with a recordable partial release of mortgage releasing the unit sold from the Villas Mortgage. The EDA will provide the partial release of mortgage contemporaneously with or as a part of the EDA's delivery of the Certificate of Completion and Release as described in Section 6.7 below. 6.7. Certificate of Completion and Release. The Developer may notify the EDA when the Developer has substantially completed the construction of one or more of the units which constitute the Minimum Improvements. Upon receipt of the Developer's 1450998v8