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Home My WebLink About04-16-2004 • ECONOMIC DEVELOPMENT COMMISSION AGENDA April 16, 2004 7:30 A.M. MOUNDS VIEW CITY HALL - CITY COUNCIL CHAMBERS 1. CALL TO ORDER A.M. 2. ROLL CALL (Present = P, Absent = A) Belting Fox Field Helgemoe Johnson Entsminger McDonald Backman (Staff) Ericson (Staff) 3. APPROVE EDC MINUTES February 20, 2004 Motion: Second: Vote: 4. SPECIAL BUSINESS A. No Special Business Scheduled 5. REPORT OF COMMISSIONERS, STAFF AND EDA LIAISON A. Report of Commissioners -No Materials Attached B. Report of EDA Liaison -No Materials Attached C. Chamber of Commerce Update -No Materials Attached D. Report of Staff 1. Hwy 10 Business Center Project 2. PUD Amendment to Allow Religious Institution as a Permitted Use for . Building N in M.V. Business Park (Bethlehem Baptist Church) 3. Preliminary Plat/Plan Submittal—Velmeir Companies (Amoco Site) 4. Purchase & Redevelopment Agreement between the City of Mounds View and Pro Craft Homes (Woods of Mounds View/ Hidden Hollow) 5. Metro North CVB—New Executive Director Hired 6. Seeking Appraisals for Acquiring Gas & Wash (2525 Co. Hwy 10) 7. Viking Stadium in Blaine/The Preserve at Rice Creek \\Trout\CommDev\Economic Development\EDC\Agendas\Agenda04\4-16-04.doc 4 6. EDC BUSINESS A. Revising the Development District documents (Ehlers & Assoc.) B. Amending the TIF Plan to Identify Parcels for Potential Acquisition 7. ADJOURN at A.M. Next Regularly Scheduled Meeting: May 21, 2004 4110 \\Trout\CommDev\Economic Development\EDC\Agendas\Agenda04\4-16-04.doc 411) Not Approved Minutes of the Economic Development Commission City of Mounds View Ramsey County, Minnesota Regular Meeting April 16, 2004 City of Mounds View, Council Chambers 2401 Highway 10, Mounds View, MN 55112 1. CALL TO ORDER: Chairperson Toni Johnson called the meeting to order at 7:37 a.m. 2. ROLL CALL: Members Present: Greg Belting, Jackie Entsminger, Tom Field, David Fox, Jason Helgemoe, Toni Johnson, Stan McDonald Members Absent: None. Staff Present: Economic Development Coordinator Aaron Backman Others Present: None. 3. APPROVAL OF EDC MINUTES: Motion/Second: Belting moved and McDonald seconded the approval of the February 20, 2004 EDC minutes. Motion Carried: 7 Ayes 0 Nays 4. SPECIAL BUSINESS A. No Special Business Scheduled 5. REPORT OF COMMISSIONERS, STAFF AND EDA LIAISON A. Commissioner Reports: None B. Report of EDA Liaison: None C. TCN Chamber of Commerce Update: Backman reminded listeners that the Chamber's Annual Gala will be held at the Mermaid on Saturday, February 28, 2004. The public is welcome to • attend the event. Backman attended a Public Policy Task Force meeting this morning to listen to the Legislative Update Conference Call. NM. EDC Minutes April 16, 2004 Not Approved Page 2 D. Report of Staff: • 1. Hwy 10 Business Center Project: Backman 2. PUD Amendment to Allow Reqliqious Institution as a Permitted Use for Building N in M.V. Business Park (Bethlehem Baptist Church): Simultaneously with the supplemental TIF request, Everest has been negotiating to sell the building. The interested buyer, Bethlehem Baptist Church (BBC), is located in downtown Minneapolis and would like to establish a branch of the church in the north metro area. Temporarily it is holding services at Northwestern College. On February 12, 2004 the church signed a purchase agreement to acquire the building for$5.6 million. The purchase is contingent upon the City approving an amendment to the PUD to allow a religious organization to be located in the Mounds View Business Park. Backman met with the church in January and BBC indicated that they were open to considering the idea as a way to reimburse the city for services provided. Field asked about the impact on surrounding businesses. Backman replied the church intended to have activities throughout the week, not just on Sundays. The issue goes before the Planning Commission on March 3, 2004. They will be more focused on "use" aspects. (There is sufficient parking for the church at the proposed site). The City Council will be more focused on the financial questions (eg. TIF). Backman discussed the TIF issues with our TIF legal counsel, Briggs & Morgan. Mary Ippel, in a memo to the City, recommended eliminating the TIF Agreement and Note if the church acquires the property. Johnson asked for EDC direction on the issue. Entsminger is interested in exploring the possibility for an agreement. Belting was more supportive of the PUD amendment with a PILOT being considered. Johnson made a motion to explore all options regarding PILOT or other arrangements relating to the BBC's acquisition of Building N. Seconded by McDonald. Field would like to see the church pay for legal fees related to any such agreement. Motion passed 5 to 0. 3. Preliminary Plat / Plan Submittal Developer Activities—Velmeir Companies (Amoco Site): Backman indicated by John Kauppila,Velmeir, indicated that they are finalizing agreements with all landowners, including BP Amoco. 4. Purchase& Redevelopment Agreement between the City of Mounds View and by Pro Craft Homes & (Woods of Mounds View / Hidden Hollow): Backman distributed a revised Development Agreement to EDC members. On February 4th Pro Craft Homes and the Fyksens signed a purchase agreement. Backman believes that progress was made after Plan C was presented to the EDA. With the Fyksen property back in the project, Plan B is back and the project encompasses 17 single-family homes. On February 23rd the City Council will consider acquiring Lot 36 from Ramsey County for $68,901.14. It is a tax- forfeited property with a use deed. 5. Metro North CVB—New Executive Director Hired: The Board selected Bob Musil as the Executive Director for the MMNCVB. Backman as the President of the Board for 2004. He has been actively involved in the Executive Search process. Resumes were due to the CVB on February 16, 2004 and approximately 25 were received by the deadline. A number had • CVB management experience, several with multiple community CVB's. 6. Seeking Appraisals for Acquiring Gas & Wash (2525 Co. Hwy 10): supplemental TIF payments based on the documentation presented and reviewed by the EDC. NIEL EDC Minutes April 16, 2004 Not Approved Page 3 • 7. Viking Stadium in Blaine/The Preserve at Rice Creek: Backman attended,along with Charlie Hansen and Jim Ericson,this Ehlers seminar at the Earle Brown Heritage Center in Brooklyn Center 6. EDC BUSINESS A. 2003 Economic Development Report: Backman distributed a copy of the 2003 Report for EDC member review. B. Amending the TIF Plan to Identify Parcels for Potential Acquisition: Backman distributed a map with highlighted parcels for the Commission to consider at the March meeting. Backman asked members to think about properties in the City that could be acquired by the City with TIF dollars for development or redevelopment purposes. 7. ADJOURNMENT There being no further business before the Commission,Johnson adjourned the April 16th meeting of the Economic Development Commission at 8:59 a.m. Respectfully submitted, 4110 Aaron A.A. Backman Economic Development Coordinator \\Trout\CommDev\Economic DevelopmentEDC\Minutes\Min04\4-16-04.doc S 7 1 • ECONOMIC DEVELOPMENT COMMISSION AGENDA April 16, 2004 7:30 A.M. MOUNDS VIEW CITY HALL - CITY COUNCIL CHAMBERS 1. CALL TO ORDER A.M. 2. ROLL CALL (Present = P, Absent = A) Belting Fox Field Helgemoe Johnson Entsminger McDonald Backman (Staff) Ericson (Staff) 3. APPROVE EDC MINUTES February 20, 2004 • Motion: Second: Vote: 4. SPECIAL BUSINESS A. No Special Business Scheduled 5. REPORT OF COMMISSIONERS, STAFF AND EDA LIAISON A. Report of Commissioners -No Materials Attached B. Report of EDA Liaison -No Materials Attached C. Chamber of Commerce Update -No Materials Attached D. Report of Staff 1. Hwy 10 Business Center Project 2. PUD Amendment to Allow Religious Institution as a Permitted Use for Building N in M.V. Business Park (Bethlehem Baptist Church) 3. Preliminary Plat/Plan Submittal—Velmeir Companies (Amoco Site) 4. Purchase & Redevelopment Agreement between the City of Mounds View and Pro Craft Homes (Woods of Mounds View/ Hidden Hollow) 5. Metro North CVB—New Executive Director Hired 6. Seeking Appraisals for Acquiring Gas & Wash (2525 Co. Hwy 10) • 7. Viking Stadium in Blaine/The Preserve at Rice Creek \\Trout\CommDev\Economic Development\EDC\Agendas'Agenda04\4-16-04.doc • 6. EDC BUSINESS A. Revising the Development District documents (Ehlers & Assoc.) B. Amending the TIF Plan to Identify Parcels for Potential Acquisition 7. ADJOURN at A.M. Next Regularly Scheduled Meeting: May 21, 2004 \\Trout\CommDev\Economic Development\EDC\Agendas\Agenda04\4-16-04.doc • Not Approved Minutes of the Economic Development Commission City of Mounds View Ramsey County, Minnesota Regular Meeting February 20, 2004 City of Mounds View, Council Chambers 2401 Highway 10, Mounds View, MN 55112 1. CALL TO ORDER: Chairperson Torri Johnson called the meeting to order at 8:03 a.m. 2. ROLL CALL: Members Present: Greg Belting, Jackie Entsminger, Tom Field, Torn Johnson, Stan McDonald Members Absent: David Fox, Jason Helgemoe • Staff Present: Others Present: Economic Development Coordinator Aaron Backman None. 3. APPROVAL OF EDC MINUTES: Motion/Second: Field moved and Johnson seconded the approval of the December 19, 2003 EDC minutes. Motion Carried: 5 Ayes 0 Nays 4. SPECIAL BUSINESS A. Election of 2004 Chairperson and Vice Chairperson. Field nominated Johnson as the EDC's Chair for 2004. Entsminger seconded. Motion passed 5 to 0. Entsminger nominated Helgemoe for EDC Vice Chair, and McDonald nominated Entsminger for Vice Chair. Entsminger declined and Belting seconded the motion nominating Helgemoe. Motion passed 5 to 0. 5. REPORT OF COMMISSIONERS, STAFF AND EDA LIAISON A. Commissioner Reports: None B. Report of EDA Liaison: None • C. TCN Chamber of Commerce Update: Backman reminded listeners that the Chamber's Annual Gala will be held at the Mermaid on Saturday, February 28, 2004. The public is welcome to attend the event. Backman attended a Public Policy Task Force meeting this morning to listen to the Legislative Update Conference Call. EDC Minutes February 20, 2004 Not�p JOO t Ap roved Page 2 . D. Report of Staff: 1. Everest Development Request for Supplemental TIF Payments for Building N Project: Backman noted that the EDC had discussed the supplemental TIF request at its January meeting. The request was going to be presented at the February 9th of the Mounds View EDA. This was postponed because Michael Investments (Everest Development) wanted more time to prepare and respond to potential questions. Backman prepared a memo for the February EDA meeting. It states that the EDC adopted a motion not recommending EDA approval of the proposed supplemental TIF payments based on the documentation presented and reviewed by the EDC. 2. Signed Purchase Agreement by Bethlehem Baptist Church to Acquire Building N: Simultaneously with the supplemental TIF request, Everest has been negotiating to sell the building. The interested buyer, Bethlehem Baptist Church (BBC), is located in downtown Minneapolis and would like to establish a branch of the church in the north metro area. Temporarily it is holding services at Northwestern College. On February 12,2004 the church signed a purchase agreement to acquire the building for $5.6 million. The purchase is contingent upon the City approving an amendment to the PUD to allow a religious organization to be located in the Mounds View Business Park. Backman discussed with City Administrator Kurt Ulrich the issue of a tax-exempt church locating in a commercial/industrial area. He suggested contacting the City of Brooklyn Park. They negotiated a Payment in Lieu of Taxes (PILOT)Agreement with Living Word Christian Center during the 1990's and are located in the middle of an industrial park. Brooklyn Park issued a Conditional Use • Permit. Field inquired if the BBC had been informed about the PILOT example. Backman met with the church in January and BBC indicated that they were open to considering the idea as a way to reimburse the city for services provided. Field asked about the impact on surrounding businesses. Backman replied the church intended to have activities throughout the week, not just on Sundays. The issue goes before the Planning Commission on March 3, 2004. They will be more focused on "use" aspects. (There is sufficient parking for the church at the proposed site). The City Council will be more focused on the financial questions (eg.TIF). Backman discussed the TIF issues with our TIF legal counsel, Briggs& Morgan. Mary Ippel, in a memo to the City, recommended eliminating the TIF Agreement and Note if the church acquires the property. Johnson asked for EDC direction on the issue. Entsminger is interested in exploring the possibility for an agreement. Belting was more supportive of the PUD amendment with a PILOT being considered. Johnson made a motion to explore all options regarding PILOT or other arrangements relating to the BBC's acquisition of Building N. Seconded by McDonald. Field would like to see the church pay for legal fees related to any such agreement. Motion passed 5 to 0. 3. Developer Activities—Velmeir Companies (Amoco Site): Backman indicated by John Kauppila,Velmeir, indicated that they are finalizing agreements with all landowners,including BP Amoco. 4. Signed Purchase Agreement by Pro Craft Homes&Fyksens/Developer Agreement(Woods of Mounds View): Backman distributed a revised Development Agreement to EDC members. On February 4th Pro Craft Homes and the Fyksens signed a purchase agreement. Backman believes that progress was made after Plan C was presented to the EDA. With the Fyksen property back in the project, Plan B is back and the project encompasses 17 single- family homes. On February 23r the City Council will consider acquiring Lot 36 from Ramsey County for$68,901.14. It is a tax-forfeited property with a use deed. EDC Minutes February 20, 2004 Not Approved Page 3 5. Metro North CVB—Executive Search Committee & Annual Mtq.-1/20/04: Following the Annual Board meeting,the Board selected Backman as the President of the Board for 2004. He has been actively involved in the Executive Search process. Resumes were due to the CVB on February 16,2004 and approximately 25 were received by the deadline. A number had CVB management experience, several with multiple community CVB's. 6. 2004 Public Finance Seminar (Ehlers)—February 6 & 7: Backman attended, along with Charlie Hansen and Jim Ericson,this Ehlers seminar at the Earle Brown Heritage Center in Brooklyn Center 6. EDC BUSINESS A. 2003 Economic Development Report: Backman distributed a copy of the 2003 Report for EDC member review. B. Amending the TIF Plan to Identify Parcels for Potential Acquisition: Backman distributed a map with highlighted parcels for the Commission to consider at the March meeting. Backman asked members to think about properties in the City that could be acquired by the City with TIF dollars for development or redevelopment purposes. • ADJOURNMENT There being no further business before the Commission,Johnson adjourned the February 20th meeting of the Economic Development Commission at 9:02 a.m. Respectfully submitted, Aaron A. Backman Economic Development Coordinator \\Trout\CommDev\Economic Development\EDC\Minutes\Min04\2-20-04.doc 1111 • Item No: 9A Meeting Date: April 12, 2004 Type of Business: Public Hearing and CB Administrator Review: • City of Mounds View Staff Report To: Honorable Mayor and City Council From: Kristin Prososki, Planning Associate Item Title/Subject: Review Proposed PUD Amendment Regarding "Building N" in Mounds View Business Park Located at 5145—5151 Program Avenue Introduction: Bethlehem Baptist Church is requesting an amendment to the "Building N" Planned Unit Development(PUD)to add religious institution as a permitted use. This item was discussed at the April 5, 2004 work session. Bethlehem Baptist Church (BBC) has a signed purchase agreement with Michael Investments, the current owner of "Building N". The site contains 6.89 acres and the existing building is 69,167 square feet. The building has been partially vacant since it was constructed five years ago. Although a formal PUD Agreement does not exist, Staff reports and other records indicate that the PUD is to be used as office/flex, with possible uses being office, laboratory, production, high tech assembly or storage uses. . The Planning Commission discussed this request at two of their previous meetings. Although the Commission had many concerns about the financial implications, they are recommending approval from a land use perspective. Discussion: Zoning and Use Issues The Zoning Code allows religious institutions as conditional uses in residential districts. There are seven criteria that a church must meet to obtain a Conditional Use Permit. The site and existing building meet all the criteria for a Conditional Use Permit, including size, setback, parking and access. The criteria also addresses how the use fits into the comprehensive plan. The site is designated as a light industrial use in the comprehensive plan. While staff does not foresee a church having a negative impact on the surrounding properties, the proposed use is dissimilar to surrounding uses and would be inconsistent with the Comprehensive Plan and anticipated land uses within the PUD. Financial Issues There are many financial implications to consider for this request. Building N is part of Tax Increment Financing (TIF) District #1. The following is a break down of the total amount of money that is collected in taxes and administrative fees from Building N: The base tax capacity is$2,588, of which the City receives$981. For the development agreement, a "designated" base for the project was set at$22,342. The City collects 100%of the captured increment on the tax capacity between $2,588 and $22,342. The difference between the "designated" base and the base is$19,754,which is then multiplied by the tax capacity rate of • 122.434%. The total captured increment collected by the City equals$24,186. The City also collects a 10% administration fee for any increment above the "designated" base of$22,342. In 2003, that amount was $5,224. Thus, if Building N were to be sold to a tax-exempt entity, the City would lose $29,410 of TIF and $981 in City taxes, for a total revenue loss of$30,391. PUD Amendment Report Building N April 12, 2004 Page 2 0 Service Fund. Recognizing the City's concerns about revenue loss, BBC's elders approved an annual $25,000 Mounds View Service Project Fund. The concept behind the Service Project Fund is that BBC sets up the fund within the church and each year the City and BBC would jointly identify items or projects for funding, up to $25,000. The items however would need to coincide with BBC's mission and values. At the April 5, 2004 work session, there were many concerns about the way that the Service Project would be set up, including the fact that there was no assurance that BBC would continue to contribute the money, as the Service Project Fund agreement is not legally binding, and that there are stipulations attached to money. There were also concerns that at some point the City and BBC may not reach an agreement on which items the church will contribute to. A representative of BBC suggested that a default fund could be set up, whereby if the City and BBC were unable to agree on specific items, the money would automatically go to a designated fund, such as parks and recreation or another predetermined project. BBC prepared a list of items that they would be willing to contribute to. Jobs. In addition to the loss of TIF and tax revenue, as the Council pointed out at the April 5, 2004 work session, there is also the loss of jobs to consider and the loss of weekday traffic for other businesses in the community. In reaction to these concerns, representatives of BBC prepared some documents regarding the amount of traffic that the downtown church site generates during the week. 0 Impact to Potential Future Uses Under Chapter 500 of the Municipal Code, allowing a church to locate in "Building N"would restrict buildings within five hundred feet of the property line of Building N from obtaining an intoxicating liquor license. Section 502. 04 Subdivision 2(c) states that a license will not be granted to a building within five hundred feet of a church or school unless the business receives 60%or more of it's annual gross sales revenue from food sales. Attachment 3 of this report shows the buildings that would be affected by the five hundred foot buffer. The Planning Commission discussed Section 502.04 Subdivision 2(c)at their regular meeting on Wednesday,April 7, 2004 and will further review the topic and discuss the possibility of a code amendment at their next regular meeting on Wednesday, April 21, 2004. Community Feedback. Notices were sent to all property owners within three hundred and fifty feet(350')of Building N. Staff received comments regarding the PUD amendment from some property owners in or around the Mounds View Business Park. The property owners are A"�•� opposed to the PUD amendment because they feel that a business with employees present Garrett during the week will be more beneficial to the business community. Planning Commission Action. At their meeting on March 3, 2004, the Commission adopted Resolution 753-04 recommending approval of the PUD amendment. While the Commission had many concerns regarding the amendment including financial impacts, precedent, jobs and spin-off development, they recommended approval based strictly on land use perspective, in that the use would NOT be incompatible or adversely impacting 0 the area. PUD Amendment Report Building N April 12, 2004 Page 3 • Recommendation: There are three options for action associated with this item: Option 1. Deny the PUD amendment request. Resolution 6227 is attached if Council chooses this action. As the resolution is drafted, denial can be based simply on the basis that the use was not anticipated in this location and would be too dissimilar from adjoining uses to warrant the amendment. Option 2.Approve the PUD amendment request. If this option is preferred, staff would need to be directed to draft such a resolution for action at your next meeting. Option 3. Table action on this request if additional information is needed to render a decision as to the approval or denial of the PUD amendment. If this option or Option 2 is chosen, the City would need to notify the applicant in writing that an extension of the "60-day"timeline would be necessary. Respectfully submitted, • & & Kristin Prososki Planning Associate Attachments: 1. Zoning Map 2. "Building N" Site Plan 3. 500' Buffer of "Building N" Map 4. Planning Commission Resolution 753-04 5. Resolution 6227 • Zoning Map 'Ns/`0. 57 ,<. SC61 . 52,c Sad 5200 534)7x':a3U 61 C 1 K\2o.`f�♦^� 4:17- � e5 5•!..!.. n•Sc+ I i^G 6)41 .,w 53-.1, 9 p E. Yt"�l) _»,_ ?" �.9.u,,,t .. -� o r T. 13 e' '"Y8 a .b m ttf.2993 5•215 3.842 2x1 3c . 0 ' :LY:,1"-5 *2t:41 r H� i4!�.P.Vi{� P'ry n nNN:^Y 1c M 2e7 sm.smt •1 • '4 v , x;n.. l._..r., Et„... . £� 575 • rvAR— zap • by c`I !C:55:1 2771 ..._...__. 6;92 5511, ~ b �'Us7 5_71 ., • I 90 5.138 Z" " 440. rn+ .. 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I. • 14't'►!/14,I,1 T ml isrmie,,,nii v. .; ttentiiii1, irm f41 'gi14°•war11i► i iilii j 1W IfI#f)r I .1 11/f1,11 • ii III Created by Kristin Prososki 4/1/04 PUD Amendment Report Building N April 12, 2004 Page 7 • MOUNDS VIEW PLANNING COMMISSION RESOLUTION 753-04 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION RECOMMENDING APPROVAL OF AN AMENDMENT TO THE MOUNDS VIEW BUSINESS PARK EAST PUD BY ADDING "RELIGIOUS INSTITUITION" AS AN ALLOWED USE ON LOT 1, BLOCK 1, MOUNDS VIEW BUSINESS PARK EAST 2ND ADDITION; MOUNDS VIEW PLANNING CASE PA04-001 WHEREAS, the Mounds View City Council approved the Mounds View Business Park East Planned Unit Development (PUD) on October 24, 1994; and, WHEREAS, the lot located at 5145 Program Avenue, legally described as Lot 1, Block 1; Mounds View Business Park East 2nd Addition,was approved by the Council for a 40 office/industrial/flex use; and, WHEREAS, having been unable to lease the building with an office or industrial business, the developer wishes to amend the PUD Agreement by adding "religious institution" as an allowed use for the site; and, WHEREAS, the Planning Commission has reviewed this request and has examined the potential adverse effects that could result from such an amendment. NOW, THEREFORE, BE IT RESOLVED that the Mounds View Planning Commission makes the following finding of fact related to this request: 1. The lot in question, 5145 Program Avenue, is zoned Planned Unit Development (PUD) and the allowed use for the site is office/flex. 2. The building in question remains vacant and as such the developer has requested an amendment to the PUD to allow for a church to occupy the site. 3. The proposed use should not create an excessive burden on any public facilities or utilities that serve the area. 4. The property is bordered to the north and west by industrial/business uses. To the south and east is Program Avenue. The change of use should have no • depreciatory affects upon this area. 5. The appearance of the structure will not have an adverse effect on the PUD in that the exterior of the building would receive only slight modification. PUD Amendment Report Building N April 12, 2004 Page 8 • 6. The use would not create traffic hazards or congestion because the traffic generated will be at complementary times from the surrounding uses. 7. Adequate utilities, access roads, drainage and necessary facilities have been provided. BE IT FURTHER RESOLVED that the Mounds View Planning Commission, based upon the above finding of fact, does hereby recommend that the Mounds View Business Park East Planned Unit Development (PUD) be amended such that the use "Religious Institution" be added to those uses expressly permitted on Lot 1, Block 1, Mounds View Business Park East 2nd Addition. BE IT FINALLY RESOLVED that the Mounds View Planning Commission directs staff to forward this resolution to the City Council prior to approval of the minutes. Adopted this 3rd day of March, 2004. Gary Stevenson, Chairperson 1111 ATTEST: James Ericson Community Development Director (SEAL) • PUD Amendment Report Building N April 12, 2004 Page 9 • RESOLUTION NO. 6227 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION DENYING A REQUESTED AMENDMENT TO THE MOUNDS VIEW BUSINESS PARK EAST PUD TO ADD "RELIGIOUS INSTITUTION"AS AN ALLOWED USE ON LOT 1, BLOCK 1, MOUNDS VIEW BUSINESS PARK EAST 2ND ADDITION; MOUNDS VIEW PLANNING CASE PA2004-001 WHEREAS, Bethlehem Baptist Church has applied for a planned unit development amendment to add"religious institution" as a permitted use on land located west and north of Program Avenue, south of Woodale Drive and east of Interstate 35W; and, WHEREAS, the subject parcel is legally described as follows: • Lot 1, Block 1, Mounds View Business Park 2"d Addition Ramsey County, State of Minnesota WHEREAS,the Mounds View City Council approved the Mounds View Business Park East Planned Unit Development(PUD) on October 24, 1994; and, WHEREAS, the lot located at 5145 Program Avenue was approved by the Council for a office/industrial/flex use; and, WHEREAS, the Comprehensive Plan guides the site for Light Industrial use, WHEREAS, the City Council has reviewed this request and has examined the potential adverse effects that could result from such an amendment. WHEREAS, the Mounds View City Council has reviewed the following documents regarding this proposal: 1. Zoning Map 2. Planning Application 3. Planning Commission Resolution 753-04 4. Staff Report • NOW, THEREFORE, BE IT RESOLVED,the Mounds View City Council hereby makes the following finding of fact related to the requested planned unit development amendment: PUD Amendment Report Building N April 12, 2004 Page 10 • 1. The lot in question, 5145 Program Avenue, is zoned Planned Unit Development (PUD) and the allowed use for the site is office/flex. 2. The proposed use would be in conflict with the Comprehensive Plan. 3. The property is bordered by industrial/business uses. The proposed use is inconsistent with surrounding uses. NOW, THEREFORE, BE IT FURTHER RESOLVED, the Mounds View City Council, based upon the above findings of fact and its review of the documentation presented, does hereby deny the proposed planned unit development amendment for Building N in Mounds View Business Park. Adopted this 12th day of April, 2004 Jerry Linke, Mayor Attest: Kurt Ulrich, City Clerk/Administrator (Seal) Backman, Aaron From: JonGrano@aol.com Sent: Thursday,April 15, 2004 10:16 AM jim.ericson@ci.mounds-view.mn.us kristin.prososki@ci.mounds-view.mn.us; aaron.backman@ci.mounds-view.mn.us; kenny.stokes@bbcmpls.org; gsoule@bestlaw.com; khstokes@covad.net Subject: Proposed Final Working Document(Elder Resolution) MV_COE_Resolutio n.doc Jim, I've attached an updated copy of our Council of Elders resolution regarding our intention to establish an annual $25, 000 Mounds View Service Project Fund, as well as an annual $5, 000 "TIF gift" through 2014. We look forward to working with you today at 1 pm to clarify any remaining issues. Are there any new topics you'd like discussed that are not included in our resolution or Tuesday's email? Jon • 1 Resolution of the Council of Elders • of Bethlehem Baptist Church (Bethlehem) Originally approved by Bethlehem's Council of Elders March 23, 2004 (with proposed updates added April 15, 2004) Whereas Bethlehem has a decades-long pattern and practice of sponsoring ministries that benefit the local community in which it resides, and Whereas Bethlehem is very excited about establishing a North Campus in Mounds View and becoming a part of the Mounds View community, and Whereas Bethlehem intends to continue this pattern of service to meet local community needs at its Mounds View Campus, and Whereas communities receive many tangible and intangible benefits from religious organizations (like Bethlehem) and their service to the community, and Whereas because of those benefits the state recognizes that there is not and ought not to be any taxation from the state of any religious organization, and Whereas both Mounds View and Bethlehem affirm the legal exemption of such organizations, and Whereas Bethlehem acknowledges that Mounds View's need for tax revenue is legitimate, and ilkereas Bethlehem notes that Mounds View receives approximately $5000/year in administrative fees for TIF trict 1 "Building N" (at 5145 Program Avenue in Mounds View) until the TIF Note expires in 2014, and Whereas Bethlehem is adopting this resolution to formalize its intention to tangibly benefit the Mounds View community as an integral part of its North Campus operations, and Whereas Bethlehem is not being coerced or constrained by this resolution; Therefore: a) Bethlehem declares that it is our intention to create an annual $25,000 "Mounds View Service Project Fund" in upcoming budgets that we use to help meet community needs that are jointly identified' by the Mounds View City Council (or its designate) and Bethlehem. It is our clear intention that funding be used in harmony with our mission2 and our values3, while partnering with Mounds View to solve community needs and problems with "above and beyond"funding as well as potential volunteers drawn from Bethlehem members and attendees. See Appendix A for examples of Bethlehem programs responding to community need. 1 Regarding a committee to oversee our"Service Project Fund": we suggest an even numbered committee made up of 3-5 representatives from Bethlehem and a corresponding number of representatives from the City(possibly the Mayor/Councilmember,City Administrator, Public Works Director,and Community Development Director). The Committee could meet 1-4 times per year. 2 Our mission: We exist to spread a passion for the supremacy of GOD in all things,for the joy of all peoples,through Jesus Christ. r values: These are enumerated in our creme-colored"Master Planning"booklet,available upon request. le BETHLEHEM BAPTIST CHURCH, 720 THIRTEENTH AVENUE SOUTH, MINNEAPOLIS, MN 55415 PHONE: 612-338-7653 FAX: 612-338-6909 www.bbcmpls.org • b) Bethlehem declares that we will forgo ownership of the TIF Note4 associated with "Building N", and to work with the City to eliminate the Note. c) Bethlehem declares that we will provide an additional $5,000 per year gift to the City of Mounds View to compensate for the loss of the TIF administrative fee associated with Building N during the remainder of the Note's life, which ends in 2014 (i.e., $5,000 per year gift to Mounds View through 2014). ar d) Bethlehem declares that we will increase the amount of both the "Mounds View Service Project Fund" and "TIF Note gift" by 2% each year, resulting in a Service Project Fund that grows to over$30,000 per year in 2014 and a "TIF Note gift" that grows to over$6,000 per year in 2014. e) Bethlehem proposes that in the unlikely event Mounds View and Bethlehem are unable to reach consensus in any given year on how to allocate the Service Project Fund, that 100% of the Fund be allocated to the kinds of Parks and Recreation projects identified in the City's 2003 "Parks Needs Analysis" documents (and as illustrated in Appendix B). f) Bethlehem proposes that since it will take us some time to better understand current Mounds View needs, we request that for the first year of the Service Project Fund, Mounds View selects from one of the three pre- approved Parks and Recreation Parks Needs Analysis "examples" cited in Appendix B (or their equivalent). g) Bethlehem proposes that the annual $5,000 per year"TIF Note gift"to the City of Mounds View (to compensate for the loss of the TIF administrative fee) be placed in a fund used for various activities that promote new and strengthen existing business in Mounds View, help fund job creation, and improve the underlying economic climate. h) That subject to standard budget approval by the Council of Elders and Congregation, Bethlehem will disburse funds for the aforementioned Service Project Fund and "TIF Note gift" annually in two equal payments on February 1 and August 1, while reserving the right to make adjustments if community or church iiiumstances change significantly. The goal of these account is to bless the Mounds View community ugh tangible expressions of funded service. 4 We understand that the Mounds View staff and City Attorney have recommended elimination of the TIF Note associated with "Building N"upon completion of its sale to Bethlehem, partly due to the complexity of a tax-exempt religious organization holding the TIF Note and the unlikely possibility that a small portion of the building might be temporarily rented out as office space. Bethlehem will agree to eliminate the TIF Note,with an acknowledgement that doing so could be against the interests of Bethlehem if either(a) Bethlehem moved out before 2014 and sold the parcel to a for-profit owner or(b)BBC leases a portion of the building to a for-profit ant(which is not currently planned,since Bethlehem will soon ref already need all usable space). In either of these cases, lehem would forgo the economic benefit of TIF Note ownership. BETHLEHEM BAPTIST CHURCH, 720 THIRTEENTH AVENUE SOUTH, MINNEAPOLIS, MN 55415 PHONE: 612-338-7653 FAx: 612-338-6909 www.bbcmpls.org Appendix A: Examples of Bethlehem Programs Responding to Community Need: • Literacy training 0 • ESL: In response to the wave of Somali immigrants to Minneapolis, Bethlehem began teaching ESL courses in the mid-1990's and has continued to offer ESL training in various forms to the present day. Presently 15 to 20 Somalis participate in ESL classes weekday mornings. Childcare is provided. • Tutoring: The principal of Roosevelt High School in Minneapolis invited several pastors to a meeting to discuss how the churches might help the school system. Three pastors attended. That meeting led to our mobilizing volunteers to lead an after-school tutoring program for a full school year until the school board could adequately fund it. • Senior citizen transportation: In response to requests from our neighbors in two public high rise apartment buildings adjacent to the church, weekly transportation to and from a local shopping center and grocery stores began several years ago and continues to the present day. • Job training/ Masterworks: In response to the needs of the chronically unemployed, a non-profit organization was formed called MasterWorks to holistically work with the chronically unemployed to gain employment skills and perseverance. • Boy Scouts • Girls Clubs • Parks and recreation programs: In response to our ongoing communication with the Recreation Director of Elliot Park, we mobilized adult coaches for baseball, basketball, soccer and basketball. •• Playgroundsupervisors ervisors p • Sports leagues and clinics (basketball, soccer, baseball, volleyball, etc.) o Equipment o Uniforms o Coaches o Facilities rental • Scholarships for camps: In response to families expressing a desire to send children or youth to camp we have provided scholarships to make that happen. • Food shelves: In response to the ongoing needs of the poor, we regularly support our local food shelf at Community Emergency Services with a budgeted gift ($5,000 in 2004). • Meals on Wheels: In response to the need of the elderly, we have mobilized volunteers through the Meals on Wheels program. • Special capital improvement assistance (updated playground facilities?): Bethlehem has been responsive in making donations to community projects such as the renovation of the Franklin Library in 2003, and the Concerts Series in Elliot Park sponsored by Elliot Park Neighborhood Association. • Referrals for emergency financial assistance: As is the case for many churches, Bethlehem is responsive to people from outside the church who seek assistance in personal crisis. 0 BETHLEHEM BAPTIST CHURCH, 720 THIRTEENTH AVENUE SOUTH, MINNEAPOLIS, MN 55415 PHONE: 612-338-7653 FAX: 612-338-6909 www.bbcmpls.org PETITION AND WAIVER AGREEMENT • This Agreement made this day of , 2004, by and between the City of Mounds View, a Minnesota municipal corporation ("City"), and Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota("Owner"). WITNESSETH: WHEREAS,the Owner is the fee owner of or controls via a purchase agreement certain real property (the "Subject Property") located in the City, the legal description of which is set forth on Exhibit A, attached hereto and hereby made a part hereof; and WHEREAS, the Owner desires to have certain public improvements constructed to serve the Subject Property as described in Exhibit B attached hereto and hereby made a part hereof (hereinafter referred to as the"Improvement Project"); and 11110WHEREAS, the Owner wishes the City to construct the Improvement Project without notice of hearing or hearing on the Improvement Project, and without notice of hearing or hearing on the special assessments levied to finance the Improvement Project, and to levy 100 percent of the cost of the Improvement Project against the Subject Property; and WHEREAS,the City is willing to construct the Improvement Project in accordance with the request of the Owner and without such notices or hearings, provided the assurances and covenants hereinafter stated are made by the Owner to ensure that the City will have valid and collectable special assessments as they relate to the Subject Property to finance all of the costs of the Improvement Project; and WHEREAS, were it not for the assurances and covenants hereinafter provided, the City would not construct the Improvement Project without such notices and hearings and is doing so solely at the behest,and for the benefit of,the Owner. SJR-245276v2 MU205-29 1 A • NOW, THEREFORE, ON THE BASIS OF THE MUTUAL COVENANTS AND . AGREEMENT HEREINAFTER PROVIDED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. The Owner hereby petitions the City for construction of the Improvement Project. 2. The Owner represents and warrants that it is the fee owner of or controls via a purchase agreement 100 percent of the Subject Property, that it has full legal power and authority to encumber the Subject Property as herein provided, and that as of the date hereof, it has fee simple absolute title in the Subject Property, which is not subject to any liens, interests or encumbrances, except as listed on the attached Exhibit C. 3. The Owner requests that 100 percent of the cost of the Improvement Project be assessed against the Subject Property. The Owner understands and agrees that the current estimated • cost of the Improvement Project is $308,700, but that the cost of the Improvement Project will be determined in accordance with Minn. Stat., Chapter 429 and standard city practices and that such cost may exceed the estimated cost. The Owner further understands and agrees that the City does not waive any rights to levy special assessments against the Subject Property in an amount in excess of the estimated cost in the event actual project costs which may lawfully be assessed pursuant to Minn. Stat., Chapter 429,exceed said amount. 4. The Owner waives notice of hearing and hearing pursuant to Minn. Stat. Section 429.031, on the Improvement Project and notice of hearing and hearing on the special assessments levied to finance the Improvement Project pursuant to Minn. Stat. Section 429.061, and specifically requests that the Improvement Project be constructed and special assessments levied against the Subject Property therefore without hearings. 5. The Owner waives the right to appeal the levy of the special assessments in III SJR-245276v2 MU205-29 2 I accordance with this Agreement pursuant to Minn. Stat. Section 429.081, or reapportionment • thereof upon land division pursuant to Minn. Stat. Section 429.071, Subd. 3, or otherwise, and further specifically agrees with respect to such special assessments against the Subject Property or reapportionment that: a. Any requirements of Minn. Stat., Chapter 429 with which the City does not comply are hereby waived by the Owner; b. The increase in fair market value to the Subject Property resulting from construction of the Improvement Project will be at least equal to $308,700, and that such increase in fair market value is a special benefit to the Subject Property; c. Assessment of 100 percent of the cost of the Improvement Project against the Subject Property is reasonable, fair and equitable and there are no other properties against which such cost should be assessed; and d. The Owner further specifically waives notice and right to appeal reapportionment of such special assessments upon land division pursuant to Minn. Stat., Section III 6. 429.071, Subd. 3. The Owner understands and agrees that the City may provide for the payment of such special assessments in installments bearing such interest as may be determined by the city council. However, the decision regarding the period of time over which the special assessments may be paid and the interest rate to be applied is in the absolute and sole discretion of the city council, subject only to limitations imposed by law. 7. Owner represents and warrants that the Subject Property is not so classified for tax purposes as to result in deferral of the obligation to pay special assessments; and Owner agrees that it will take no action to secure such tax status for the Subject Property during the term of this Agreement. 8. The covenants, waivers and agreements contained in this Agreement shall bind the successors and assigns of the Owner and shall run with the Subject Property and bind all successors 1111 SJR-245276v2 MU205-29 3 t in interest thereof. It is the intent of the parties hereto that this Agreement be in a form which is recordable among the land records of Ramsey County, Minnesota; and they agree to make any • changes in this Agreement which may be necessary to effect the recording and filing of this Agreement against the title of the Subject Property. 9. Except for Paragraph 10 and Paragraph 11 of this Agreement, this Agreement shall terminate upon the final payment of all special assessments levied against the Subject Property regarding the Improvement Project, and the City shall thereupon execute and deliver such documents, in recordable form, as are necessary to extinguish its rights hereunder. Paragraph 10 and Paragraph 11 of this Agreement shall survive the termination of this Agreement. 10. The Owner hereby agrees to protect, defend and hold the City and its officers, elected and appointed officials, employees, administrators, commissioners, agents, and representatives harmless from and indemnified against any and all loss, costs, fines, charges, • damage and expenses, including, without limitation, reasonable attorneys' fees, consultants' and expert witness fees, and travel associated therewith, due to claims or demands of any kind whatsoever (including those based on strict liability) arising out of (i) this waiver and Agreement, (ii) the Property, including, without limitation, any claims for any lien imposed by law for services, labor or materials furnished to or for the benefit of the Property, or (iii) any claim by the State of Minnesota or the Minnesota Pollution Control Agency or any other agency or person pertaining to the violation of any permits, orders, decrees or demands made by said persons or with regard to the presence of any pollutant, contaminant or hazardous waste on the Property, or (iv) by reason of the execution of this Agreement or the performance of this Agreement. The Owner, and the Owner's successors or assigns, agree to protect, defend and save the City, and its officers, agents, and employees, harmless from all such claims, demands, • SJR-245276v2 MU205-29 4 E damages, and causes of action and the costs, disbursements, and expenses of defending the same, • including but not limited to, attorneys fees, consulting engineering services, and other technical, administrative or professional assistance. This indemnity shall be continuing and shall survive the performance or cancellation of this Agreement. Nothing in this Agreement shall be construed as a limitation of or waiver by the City of any immunities, defenses, or other limitations on liability to which the City is entitled by law, including but not limited to the maximum monetary limits on liability established by Minnesota Statutes, Chapter 466, or otherwise. 11. In consideration for this Agreement, the Owner, for the Owner, Owner's attorneys, agents, employees, former employees, insurers, heirs, administrators, representatives, successors, and assigns, hereby releases and forever discharges the City, and its attorneys, • agents, representatives, employees, former employees, insurers, heirs, executors and assigns of claims, demands, obligations,and from any and all past, present or futureg , actions or causes of action, at law or in equity, whether arising by statute, common law or otherwise, and for all claims for damages, of whatever kind or nature, and for all claims for attorneys' fees, and costs and expenses, including but not limited to all claims of any kind arising out of the negotiation, City consideration, execution and performance of this Agreement between the parties. 12. The Recitals set forth in the preamble to this Agreement and the Exhibits attached to this Agreement are incorporated into this Agreement if fully set forth herein. 13. The Owner shall, upon execution of this Agreement, deposit with the City the amount of$8,000.00 to be applied to the payment of the project feasibility study costs and other costs associated with the Improvement Project, provided that if such costs exceed this amount, the Owner shall, upon demand by the City, pay such additional costs to the City within ten (10) III SJR-245276v2 MU205-29 5 r days of such demand, and provided further that the amount by which this deposit exceeds the City's actual costs, if any, shall be returned to the Owner. ilo IN WITNESS WHEREOF, the parties have set their hands the day and year first written above. CITY OF MOUNDS VII-,W By: Mayor By: City Administrator PRO CRAFT DEVELOPMENT, LLC III By: Jim Melcher Its: STATE OF MINNESOTA ) ) SS. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2004, by Jerry Linke and Kurt Ulrich, the Mayor and City Administrator, respectively, of the City of Mounds View, a Minnesota municipal corporation, on behalf of the corporation. Notary Public • SJR-245276v2 MU205-29 6 STATE OF MINNESOTA ) ) SS. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2004, by Jim Melcher, the of Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota, on behalf of the company, as Owner of the Property. Notary Public This document drafted by: KENNEDY& GRAVEN, CHARTERED (SJR) 470 Pillsbury Center 200 South Sixth Street Minneapolis,MN 55402 (612) 337-9300 1110 SJR-245276v2 MU205-29 7 EXHIBIT A • Legal Description of Subject Property Lots 34, 36 and 37, KNOLLWOOD PARK, Lot 35, KNOLLWOOD PARK, except the North 150 feet thereof, That part of Lot 38, KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, The South 438 feet of Lot 39, KNOLLWOOD PARK, That part of Lot 40,KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, That part of Pleasant View Drive as dedicated in KNOLLWOOD PARK (to be vacated) lying northerly of the westerly extension of the south line of Lot 40 and lying southerly of the westerly extension of the south line of the north 210 feet of said Lot 40, KNOLLWOOD PARK, according to the recorded plat thereof,Ramsey County, Minnesota. • SJR-245276v2 MU205-29 A-1 v EXHIBIT B • Improvement Project The Improvement Project desired by Owner to be constructed by the City is as follows: [INSERT DESCRIPTION OF IMPROVEMENT PROJECT PROPOSAL] S S SJR-245276v2 MU205-29 B-1 EXHIBIT C 0 Liens,Interests or Encumbrances to Subject Property [Insert as appropriate] III 1111 SJR-245276v2 MU205-29 C-1 DRAFT 4.15.2004 • PURCHASE AND REDEVELOPMENT AGREEMENT BY AND BETWEEN THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY AND PRO CRAFT DEVELOPMENT,LLC i This document drafted by: Kennedy&Graven, Chartered(SJR) 470 Pillsbury Center 200 South Sixth Street Minneapolis,MN 55402 (612)337-9300 • SJR-245249v4 MU205-29 DRAFT 4.15.2004 PURCHASE AND REDEVELOPMENT AGREEMENT THIS AGREEMENT is made as of the day of , 2004, and among the MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY, a public body politic and corporate under the laws of the State of Minnesota (the "Authority"), located at 2401 Highway 10, Mounds View, Minnesota 55112-1499, and Pro Craft Development, LLC, a Minnesota limited liability company(the"Developer"), located at 102 Bridgewater Drive, Vadnais Heights, Minnesota 55127. WITNESSETH: WHEREAS,the Authority is the owner in fee simple of various parcels of land(the"Land") located in the City of Mounds View, County of Ramsey, State of Minnesota, and legally described as: Lots 34, 36 and 37, KNOLL WOOD PARK, and Lot 35, KNOLL WOOD PARK, except the North 150 feet thereof according to the recorded plat thereof Ramsey County, Minnesota. The Land and all rights, privileges, improvements, easements, tenements, hereditaments, and appurtenances belonging thereto, shall hereinafter be referred to as the"Property". WHEREAS, the Authority deems it to be in the public interest to facilitate and encourage redevelopment of the Property by private activity; and WHEREAS, the Developer has proposed to redevelop the Property which the Authority believes will promote and carry out the objectives of the Authority, will be in the best interests of the Authority, will promote the health, safety, morals, and welfare of its residents and will be in accord with the public purposes and provisions of the applicable state and local laws and requirements under which activities within the Authority have been undertaken and are being assisted; and WHEREAS, the Developer proposes to renovate the Property in accordance with the Request for Proposals ("RFP") submitted by the Developer and selected by the Authority concerning the Property; and, WHEREAS, the Developer is willing to purchase the Property and to redevelop the Property for and in accordance with the RFP; and WHEREAS, the Authority desires to convey the Property to Developer and Developer is desirous of purchasing the same from and entering into a purchase and redevelopment agreement (the"Agreement")with the Authority. SJR-245249v4 MU205-29 1 DRAFT 4.15.2004 • NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby covenant and agree as follows: AGREEMENT 1.0. Definitions. In this Agreement, unless a different meaning clearly appears from the context: (a) "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. (b) "Authority" means the Mounds View Economic Development Authority. (c) "Certificate of Completion" means the certification provided to the Developer, substantially in the form attached as Exhibit B to this Agreement, pursuant to Section 20 of this Agreement. • (d) "City"means the City of Mounds View,Minnesota. (e) "County"means the County of Ramsey,Minnesota. (f) "Developer" means Pro Craft Development, LLC or its permitted successors and assigns. (g) "Event of Default" means an action by the Developer listed in Section 17 of this Agreement. (h) "Holder"means the owner of a Mortgage. (i) "Material" means any effect or change which significantly alters the intended use of the Property, or increases or decreases the costs of any individual item of the Minimum Improvements by more than$10,000. (j) "Minimum Improvements" means the full development of the Property as outlined in Exhibit C, entitled "Minimum Improvements of Property" with associated improvements as shown on the Redevelopment Plans. (k) "Mortgage" means any mortgage made by the Developer which is secured, in whole or in part,with the Property and which is a permitted encumbrance pursuant to the provisions of this Agreement. r SJR-245249v4 MU205-29 2 DRAFT 4.15.2004 s (1) "Parcel" means the real property so described as above as the Property. (m) "Property" means the real property upon which the Minimum Improvements will be constructed, a legal description of which is set forth at Exhibit A of this Agreement. After construction of the Minimum Improvements, the term means the Property as improved. The Property consists of one Parcel. (n) "Redevelopment Plans" means the plans, specifications, drawings and related documents on the work to be performed on the Property which shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the Authority. (o) "State"means the State of Minnesota. (p) "Termination Date" means the date on which the Developer receives a Certificate of Completion pursuant to the terms and conditions of this Agreement. (q) "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which,by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the City or Authority in exercising their rights under this Agreement) which directly result in delays. Unavoidable Delays shall not include delays in the Developer's obtaining of permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under Section 20 of this Agreement. 2.0. Sale of Property to Developer. Subject to compliance with the terms and conditions of this Agreement, the Authority agrees to sell the Property to the Developer and the Developer agrees to purchase the Property from the Authority in "as is"condition. At closing, the Authority agrees to convey the Property to the Developer by Quit Claim Deed in the general form of Exhibit D. The Authority's deed to the Developer will be subject to the Right of Reverter set forth in Section 17.3 of this Agreement and subject to easements of record and the encumbrances approved by Developer in accordance with Section 5.2. 3.0. Purchase Price. The purchase price ("Purchase Price") of the Property shall be $299,000,payable as follows: SJR-245249v4 MU205-29 3 DRAFT 4.15.2004 3.1. The amount of $10,000 as earnest money (the "Earnest Money") to be deposited by Developer with Title Insurer or such other Closer as the Authority may determine in its discretion within three (3) days after the date of this Agreement and held and disbursed under the terms of this Agreement. 3.2. The amount of$49,000 shall be payable in cash or certified check on the Date of Closing. 3.3. Subject to and upon the terms and conditions of this Agreement, Authority agrees to finance the remaining purchase price of the Property and to loan to Developer funds in the maximum sum of Two Hundred Forty Thousand and no/100ths Dollars ($240,000) (the "Loan") to facilitate the purchase of the Property. The Loan shall be evidenced by a promissory note (the "Note") payable by Developer to Authority and substantially in the form of Exhibit H attached hereto, and a mortgage (the "Mortgage") in substantially the form set forth at Exhibit I attached hereto, both of which shall be dated as of the Date of Closing pursuant to this Agreement; both the Note and Mortgage are necessary to secure repayment of the entire outstanding balance remaining to be paid by Developer to Authority for the purchase price of the Property. The Loan shall be repaid with interest as follows: • (a) Interest at the rate of four percent(4.00%)per annum shall accrue on the amount of Loan proceeds outstanding and remaining to be paid by Developer to Authority from the Date of Closing until the Loan is repaid in full. (b) Payments of principal and interest shall commence on the first day of the fourth month from the Date of Closing (the "Initial Payment Date") and continue on the first day of the seventh, tenth and thirteenth month thereafter until paid in full, with such repayment of principal and interest as contained in the schedule(the"Repayment Schedule") as set forth in Exhibit J. Such payments shall fully amortize any outstanding balance of the Loan over twelve (12) months; provided, however, the entire remaining unpaid balance of principal and interest shall be due and payable on the first day of the 13th month following the Date of Closing. 4.0. Title To Be Delivered. The Authority agrees to convey marketable fee simple title to the Property to the Developer by Quit Claim Deed in the general form of Exhibit D. The Authority's deed to the Developer will be subject to the Right of Reverter set forth in Section 17.3 of this Agreement and subject to easements of record and the encumbrances approved by Developer in accordance with Section 5.2. Should Developer determine Authority's title to the Property to be unmarketable, Developer may make objections to Authority's title in accordance with Section 5.2. Nothing contained in this Agreement shall be construed as a covenant requiring Authority to obtain marketable title to the Property if it is determined that Authority does not have marketable title. SJR-245249v4 MU205-29 4 A DRAFT 4.15.2004 III 5.0. Evidence Of Title. 5.1. Within fifteen(15)days after the execution of this Agreement by both parties or such other time period as may be specified in this Article,Authority shall at the discretion of the Authority: (a) Cause to be delivered to the Developer at the cost of Developer, an Abstract of Title for the Property (or a Registered Property Abstract if title to the Property is registered) certified to date to include proper searches covering bankruptcies,tax liens and state and federal court judgments and liens; or (b) Cause to be issued and delivered to Developer, at the cost of Developer, an ALTA Form 1970 commitment for an Owner's title insurance policy (the "Commitment") issued by the Title Insurer pursuant to which the Title Insurer agrees to issue to the Developer upon the recording of the documents of conveyance referred to herein an ALTA Form 1970 Owner's title insurance policy in the full amount of the Purchase Price,with standard exceptions for matters of survey,parties in possession (other than tenants under current written leases) and unfiled mechanic's or materialmen's liens deleted. The Commitment shall include proper 0 searches covering bankruptcies, state and federal judgments and liens and levied and pending special assessments and shall be accompanied by copies of all recorded documents presently affecting the Property. 5.2. Developer shall have fifteen (15) business days after receipt of all the title evidence discussed in Sections 5.1 above to render objections to title in writing to Authority and Authority shall have the greater of(i) the number of days remaining until the Date of Closing or (ii) thirty (30) days to have such objections removed or satisfied. If Authority shall fail to have such objections removed within said time, the Developer may, at its sole election: (a) terminate this Agreement without any liability on its part; in which event the Earnest Money paid hereunder shall be promptly refunded in exchange for a quit claim deed to the Property from Developer; or (b) take title to the Property subject to such objections. Authority agrees to use its reasonable efforts to satisfy promptly at its sole cost any such objections, provided, however, that other than to cure liens, Authority shall not be obligated to spend a total of more than $0.00 to cure all such objections. 6.0. Control of Property. Until the Date of Closing, Authority shall have the full responsibility and the entire liability for any and all damages or injuries of any kind whatsoever to the Property, to any and all persons, whether employees or otherwise, and to any other property from and connected to the Property, except liability arising from the acts, omissions, intentional torts or negligence of Developer, its agents or employees. If, prior to the Date of Closing, all or a material portion of the Property shall be the subject of an action in eminent domain or a proposed 0 taking by a governmental authority (other than the City), whether temporary or permanent, SJR-245249v4 MU205-29 5 11\ DRAFT 4.15.2004 • Developer, at its sole election, shall have the right to terminate this Agreement without liability on its part, by so notifying Authority in writing and all sums heretofore paid to Authority shall then be promptly refunded to Developer in exchange for a quit claim deed for the Property. At its option, Developer may proceed to closing and in such event, the Authority shall either assign to Developer all rights to recover any awards for such action in eminent domain or proposed taking or pay to Developer any such awards or any proceeds already received. Authority agrees to keep the Property continually insured during the term of this Agreement. lf, prior to the Date of Closing, all or a portion of the Property shall be damaged or destroyed by any casualty such that the damage or destruction will cost in excess of$5,000 to repair, Developer, at its sole discretion, shall have the right to terminate this Agreement without liability on its part, by so notifying Authority in writing and all sums heretofore paid by Developer shall be promptly refunded to Developer. At Developer's option, Developer may proceed to closing and Authority shall either assign to Developer all rights under existing insurance policies to recover insurance proceeds for such damage or pay to Developer all insurance proceeds already recovered on account of such damage. 7.0. Representations by the Authority and Developer. The Authority and the Developer make the following representations as the basis for the undertaking on their part herein contained: 7.1. Representations of Authority. As an essential part of this Agreement and in order to induce Developer to enter into this Agreement and purchase the Property, Authority 11111 hereby represents and warrants to Developer: (a) The Authority has the power to enter into this Agreement and carry out its obligations hereunder. 7.2. Representations and Warranties by the Developer. The Developer represents and warrants that: (a) The Developer is a duly-organized limited liability company, in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its charter, bylaws, or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement, and has duly authorized the execution, delivery, and performance of this Agreement by proper action of its board of directors. (b) The Developer has received no notice or communication from any local, State, or federal official that the activities of the Developer or the Authority on the Property may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, State, or federal environmental law, regulation, or review procedure as to the Property, or any other IIIproject within the City. SJR-245249v4 MU205-29 6 DRAFT' 4.15.2004 • (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment, of or compliance with the terms and conditions of this Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions, or provisions of any corporate or partnership restriction or any evidences of indebtedness, agreement, or instrument of whatever nature to which the Developer is now a party or by which it is bound,or constitutes a default under any of the foregoing. (d) The Developer will construct, operate and maintain the Minimum Improvements in accordance with the terms of this Agreement and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning,building code and public health laws and regulations). (e) The Developer warrants that it has entered into and will perform on a purchase agreement involving real property legally described in Exhibit F, and that Developer shall perform on such purchase agreement by June 1, 2004. (f) The Developer warrants that on or before the Date of Closing that Developer will enter into and will perform on a developers agreement substantially in the form as set forth in Exhibit E involving the platting and construction of street and utility infrastructure, etc. for the real property legally described in Exhibit G, and that Developer shall perform consistent with such developers agreement. 7.3. The representations and warranties set forth in this section shall be continuing and shall be true and correct as of the Date of Closing with the same force and effect as if made at that time. All such representations and warranties shall survive closing and shall not be merged in the delivery and execution of the deed or other instruments of conveyance called for in this Agreement. 7.4. Except for the representations and warranties of Authority expressly made herein, Developer is buying the Property on an "as is," "where is," and "with all faults" basis,based upon its own investigation and judgment. 8.0. Review of Documents. Concurrently with execution of this Agreement or within ten days following the date hereof, and to the extent such documents are available to Authority, Authority shall deliver to Developer the following documents: existing (i) reports (whether in draft or final form) of any environmental inspections, audits or examinations of the Property; (ii) reports of all engineering tests, inspections and studies of the Property and (iii) reports of soil tests of the Property; all as Authority may have or be able to obtain copies of without unreasonable expense(all such records,plans,permits and reports being hereafter referred to as the "Existing Tests"). SJR-245249v4 MU205-29 7 DRAFT 4.15.2004 • 9.0. onditi n C o s to Closing. The closing of the transaction contemplated by this Agreement and the obligation of the Authority to sell the Property and of the Developer to purchase the same shall be subject to the following conditions: 9.1. Authority Responsibilities: (a) Provide an updated abstract or title commitment, at the cost of Developer, for the Property; (b) Provide confirmation that sewer and water service is available to the Property. 9.2. Developer's Responsibilities: (a) Title: Developer may review and approve preliminary title reports and surveys in accordance with this Agreement; (b) Developer shall indemnify Authority against any liability, cost or expense incurred by Authority as a result of Developer's actions, including but not limited to fines, court costs,reasonable attorneys'fees and remedial costs. Authority shall provide Developer and Developer's agents and representatives access to the Property, at reasonable times and in a reasonable manner, for purposes of completing such Investigation/Due Diligence Period requirements. Authority shall cooperate with the Developer's investigation of the Property, including Developer's ability to interview, at reasonable times and in a reasonable manner, Authority or any of Authority's employees or to take samples of any soil, ground water or other materials provided the same does not unreasonably interfere with Authority's operations. (c) Developer must provide adequate evidence of financing for the purchase and construction of the Minimum Improvements on the Property. 9.3. With respect to the above-described conditions, Developer shall give notice of its desire to terminate this Agreement for failure to fulfill any of said conditions on or before the Date of Closing or such earlier date as may be specified above. In the event no notice of termination is given within the specified time period with respect to any such section hereof, such condition shall be deemed to be waived by Developer and Developer shall proceed to closing in accordance with the other terms and conditions hereof. If this Agreement is terminated due to the failure of the conditions set forth in Sections 9.1, the Earnest Money shall be promptly returned to Developer in exchange for a quit claim deed for the Property and neither party shall have further rights and obligations hereunder. If this Agreement is terminated due to the failure of the conditions set forth in Section 9.2, the Earnest Money IPshall be retained by the Authority and the Developer shall execute a quit claim deed for the SJR-245249v4 MU205-29 8 DRAFT 4.15.2004 • e Pro prtY. 10.0. Closing. The closing shall take place on ,2004(the "Date of Closing") or on such earlier date as Authority and Developer may mutually agree in writing. The closing shall take place at the office of Title Insurer or such other place as the Authority and Developer may reasonably determine. Possession of the Property shall be delivered on the Date of Closing. 11.0. Authority's Obligations at Closing. On or prior to the Date of Closing, Authority shall: 11.1. Execute, acknowledge and deliver to the Developer a Quit Claim Deed in the general form of Exhibit D conveying to the Developer marketable fee simple title to the Property, subject to the Right of Reverter set forth in Section 17.3 of this Agreement, subject to easements of record and the encumbrances approved by Developer in accordance with Section 5.2, and subject to the limitations contained in Sections 4.0 and 5.2 hereof and all rights appurtenant thereto. 11.2. Deliver to Developer an affidavit of the Authority in recordable form identifying the Authority as the owner of the Property and stating that all work, labor, services and materials furnished to or in connection with the Property have been fully paid • for so that no mechanic's,materialmen's, or similar lien may be filed against the Property. 11.3. In the event the quit claim deed described in Section 11.1 does not contain the statement "The Seller certifies that the Seller does not know of any wells on the described real property", Authority shall execute and deliver to Developer a Well Disclosure Certificate as required in Minnesota Statutes, Section 103I.235 indicating that all wells have been properly abandoned and sealed by a licensed well contractor, all as required by the rules and regulations issued to Minnesota Statutes, Section 103I.501(a)(2). 11.4. Execute and deliver to Developer a Designation Agreement relating to the Property which designates the "reporting person" for purposes of completing Internal Revenue Form 1099S. 11.5. Deliver to Developer such other documents as may be required by this Agreement or applicable law. 11.6. Deliver to Developer evidence of Authority's authorization to complete this transaction. 11.7. Execute and deliver to Developer a closing statement consistent with this Agreement. • 12.0. Developer's Obligations at Closing. At closing, and subject to the terms, conditions, SJR-245249v4 MU205-29 9 DRAFT 4.15.2004 • and provisions ons hereof and the performance by Authority of its obligations as set forth above, the Developer shall: 12.1. Deliver to Authority any portion of the Purchase Price then due and payable by Developer's certified or cashier's check or equivalent. 12.2. Execute, and/or deliver to Authority such other documents as may be required by this Agreement or applicable law. 12.3. Deliver to Authority evidence of Developer's authorization to complete this transaction. Developer hereby represents and warrants to Authority that the execution and performance of this Agreement by Developer has been duly authorized by all necessary action. 12.4. Execute and deliver to Authority a closing statement consistent with this Agreement. 13.0. Closing Costs. The following costs and expenses shall be paid as follows in connection with the closing: 13.1. Developer shall pay the following costs in connection with the closing and the transaction contemplated by this Agreement. (a) All abstracting expenses,the cost of issuing the title commitment and the cost of copies of all additional title documents necessary for the examination of title. (b) The title insurance premium charged by the Title Insurer. (c) The cost of preparation of the quit claim deed and other documents of conveyance, including, but not limited to, the cost of preparation of this Agreement. (d) Any filing fee to record the quit claim deed and related documents. (e) State Deed Tax upon delivery of the quit claim deed to the Developer. (0 Authority's attorneys'fees. (g) Developer's attorneys'fees. III SJR-245249v4 MU205-29 10 DRAFT 4.15.2004 • 14.0. Prorations. The following prorations shall be made as of the Date of Closing and subsequent to the Date of Closing to the extent actual information is unavailable on the Date of Closing: 14.1. All utilities furnished to the Property. 14.2. Real estate taxes and special assessments as hereinafter provided. 15.0. Taxes and Special Assessments. Authority shall pay the real estate taxes and special assessments relating to the Property which are due and payable in all years prior to the year of closing, and any and all deferred real estate taxes and all levied and pending special assessments at the closing of the sale . Real estate taxes payable in the year of closing shall be prorated to the Date of Closing. The parties agree and understand that, as of the date of this Agreement, there are no outstanding deferred real estate taxes or levied or pending special assessments. The parties also agree and understand that, as of the date of this Agreement,no notice has been provided by the City as to possible future special assessments affecting the Property and that Developer shall pay for any such future assessments. 16.0. Brokerage. Developer and Authority each represent and warrant to the other that they have not engaged the services of any broker in connection with the purchase contemplated by this Agreement. Each party hereby agrees to indemnify and hold the other harmless of any claim made by a broker or sales agent or similar party for a commission due or alleged to be due on this • transaction. 17.0. Default. The following default provisions govern this Agreement. 17.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events: (a) Any failure by the Developer to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed hereunder; (b) If the Developer shall admit in writing its inability to pay its debts generally as they become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of the whole or any substantial part of the Property; or (c) If the Developer, on a petition in bankruptcy filed against it, be adjudicated a bankrupt, or a court of competent jurisdiction shall enter an order of • decree appointing, without the consent of the Developer, a receiver of the SJR-245249v4 MU205-29 11 DRAFT 4.15.2004 Developer or of the whole or substantially all of its property, or approve a petition filed against the Developer seeking reorganization or arrangement of the Developer under the federal bankruptcy laws, and such adjudication, order or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof. Nothing in this Section shall limit the Authority's right to exercise any remedy to which it is entitled under any other provision of this Agreement. 17.2. Remedies on Default. Whenever any Event of Default occurs, the Authority may, in addition to any other remedies or rights given the Authority under this Agreement, take any one or more of the following actions: (a) Suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under this Agreement; (b) Cancel and rescind or terminate this Agreement. In the event that Authority should fail to consummate the transaction contemplated by this Agreement for any reason except for Developer's default or the failure of Developer 1111 to satisfyany conditions to Authority's obligation hereunder, and Developer elects to cancel and terminate this Agreement in the manner provided by applicable law and be relieved of its obligations hereunder, Developer shall be immediately entitled to the return of the Earnest Money heretofore paid in exchange for a quit claim deed for the Property. In the event that Developer shall fail to consummate the transaction contemplated herein for any reason, except the default by Authority or the failure of Authority to satisfy any of the conditions to the Developer's obligations set forth herein, and the Authority elects to cancel and terminate this Agreement in the manner provided by applicable law and be relieved of its obligations hereunder, the Authority shall be entitled to retain the Earnest Money as liquidated damages; (c) In the case of an Event of Default by the Developer, the Authority may demand reimbursement by the Developer to the Authority in the amount of any costs paid by the Authority pursuant to this Agreement; (d) Take whatever action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement; (e) Enforce the specific performance of this Agreement, which action must be commenced within one (1) year of the date of failure of the Developer to • consummate the transactions contemplated herein; SJR-245249v4 MU205-29 12 DRAFT 4111 4.15.2004 (f) Withhold the Certificate of Completion; or (g) Revest title to the Property in the Authority pursuant to section 17.3 of this Agreement. 17.3. Revesting of Title in Authority Upon Happening of Event Subsequent to Conveyance of Property to Developer. If subsequent to the conveyance of the Property to the Developer and prior to the issuance of the Certificate of Completion: (a) the Developer fails to begin the construction of the Minimum Improvements in conformity with this Agreement, and such failure is not due to Unavoidable Delays; or (b) the Developer fails to carry out its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the completion thereof), or abandons or substantially suspends construction work, and any such failure, abandonment, or suspension shall not be cured, ended, or remedied immediately after written demand from the Authority to the Developer to do so, and such act or actions is not due to Unavoidable Delays; or (c)• the Developer or successor in interest fails topayreal estate taxes p or assessments on the Property or any part thereof when due, or places thereon any encumbrance or lien unauthorized by this Agreement, or suffers any levy or attachment to be made, or any materialmen's or mechanic's lien, or any other unauthorized encumbrance or lien to attach; or (d) there is, in violation of this Agreement, any transfer of the Property or any part thereof; or (e) the Developer fails to comply with any of its covenants and obligations under this Agreement; or (f) the Developer fails to cure any default under this Agreement within fourteen days after receipt of notice of an Event of Default, and such failure is not due to Unavoidable Delays; then the Authority shall have the right to re-enter and take possession of the Property and to terminate and revest in the Authority the estate conveyed pursuant to the Deed to the Developer, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Property to the Developer shall be made upon, and that any instrument conveying title from the Authority to the Developer of the Property shall contain a condition subsequent to the effect that SJR-245249v4 MU205-29 13 DRAFT • 4.15.2004 in the event of any default on the part of the Developer and failure on the part of the Developer to remedy, end, or abrogate such default within the period and in the manner stated in such subdivisions, the Authority at its option may declare a termination in favor of the Authority of the title, and of all the rights and interests in and to the Property conveyed to the Developer, and that such title and all rights and interests of the Developer, and any assigns or successors in interest to and in the Property, shall revert to the Authority. 17.4. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in the Authority of title to and/or possession of the Property as provided in Section 17.3, the Authority shall, pursuant to its responsibilities under law, use its best efforts to sell the Property or part thereof as soon and in such manner as the Authority shall find feasible and consistent with the objectives of such law and of the Authority to a qualified and responsible party or parties (as determined by the Authority)who will assume the obligation of making or completing the Minimum Improvements or such other improvements in their stead as shall be satisfactory to the Authority and in accordance with the uses specified for the Property. Upon such resale of the Property,the proceeds thereof shall be applied: (a) First, to reimburse the Authority for all costs and expenses incurred by the Authority, including but not limited to salaries of personnel, in connection • with the recapture, management, and resale of the Property or part thereof(but less any income derived by the Authority from the property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property (or, in the event the Property is exempt from taxation or assessment or such charge during the period of ownership thereof by the Authority, an amount, if paid, equal to such taxes, assessments, or charges (as determined by the Authority assessing official) as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in the Authority or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property; financial assistance made by the Authority to the Developer (less any portion thereof previously repaid by the Developer); and any amounts otherwise owing the Authority by the Developer and its successor or transferee; and (b) Any balance remaining after such reimbursements shall be returned to the Developer. 17.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to any • party in this Agreement is intended to be exclusive of any other available remedy or SJR-245249v4 MU205-29 14 DRAFT 04.15.2004 r me ies but each and eve such remed shall be cumulative and shall be in addition to e d ry y every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof,but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Section. 17.6. No Additional Waiver Implied by One Waiver. In the event any provision or agreement contained in this Agreement should be breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 18.0. Access to Property and Inspection. Any time and from time to time prior to the Date of Closing, Developer, and person or persons selected by Developer shall be permitted access to the Property for the purpose of conducting such studies and investigations of the Property as Developer deems appropriate, which studies and investigations shall be conducted at Developer's sole expense and pursuant to any other terms and conditions of this Agreement. Developer agrees to indemnify 41f) Authority against any liability, cost or expense incurred by Authority as a result of Developer's actions, including but not limited to fines, court costs, reasonable attorneys' fees and remedial costs. Such studies may include without limitation, physically inspecting the Property and reviewing Authority's records concerning the Property which records shall be made reasonably available to Developer. 19.0. Miscellaneous. The following general provisions govern this Agreement. 19.1. Time is of the Essence. The Date of Closing is of the absolute essence. In the event this transaction does not close on the Date of Closing because the Authority is unable to perform as required by this Agreement, the Agreement shall be null and void and all Earnest Money shall be immediately refunded to Developer. In the event this transaction does not close on the Date of Closing because the Developer is unable to perform as required by this Agreement, this Agreement shall be null and void and all Earnest Money shall be delivered to the Authority as liquidated damages. 19.2. Governing Law. This Agreement is made and executed under and in all respects is to be governed and construed under the laws of the State of Minnesota. 19.3. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or 411 certified mail, postage prepaid, return receipt requested, or delivered personally to the SJR-245249v4 MU205-29 15 DRAFT iparties as follows: 4.15.2004 Authority: The Mounds View Economic Development Authority 2401 Highway 10 Mounds View,MN 55112-1499 Developer: Pro Craft Development,LLC ATTN: Jim Melcher 102 Bridgewater Drive Vadnais Heights,MN 55127 or at such other address with respect to either such party as that party may, from time to time,designate in writing and forward to the other as provided in this Section. 19.4. Construction. The captions and headings of the various sections of this Agreement are for convenience only and are not to be construed as defining or as limiting in any way the scope or intent of the provisions hereof. Wherever the context requires or permits, the singular shall include the plural, the plural shall include singular, and the, masculine, feminine and neuter shall be freely interchangeable. 19.5. Assignability. This Agreement and the rights set out herein may be assigned by Developer only upon notice to, and approval by, Authority, provided, however, any assignment shall not release Developer from any liability under this Agreement. 19.6. Entire Agreement. This Agreement sets forth the entire understanding of the parties and may be amended, modified or terminated only by an instrument signed by the parties. 19.7. Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed and each such executed counterpart shall be deemed an original,but all such counterparts together shall constitute one in the same Agreement. 19.8. Binding Effect. This Agreement (including without limitation, the representations and warranties set forth in Section 7 hereof) shall inure to the benefit of and bind the respective heirs, executors, administrators and assigns of Developer and Authority, including without limitation any successor in interest to either Developer or Authority with respect to this Agreement or the Property or both. 19.9. Conflict of Interests; Authority Representatives Not Individually Liable. The Authority and the Developer, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee SJR-245249v4 MU205-29 16 DRAFT 4.15.2004 participate in any decision relating to this 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 Authority shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Authority, or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. 19.10. Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement it will comply with all applicable federal, State, and local equal employment and non-discrimination laws and regulations. 19.11. Restrictions on Use. The Developer agrees that prior to the Termination Date, the Developer, and its successors and assigns: (a) shall not discriminate upon the basis of race, color, creed, sex,national origin, or any other classification prohibited by law in the sale, lease, rental, or use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof; and (b) shall otherwise comply with the restrictions on use set forth in this Agreement. 19.12. Provisions Not Merged With Deeds. None of the provisions of this 411 Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. 19.13. Recording. The Authority may record this Agreement and any amendments thereto with the Ramsey County recorder. The Developer shall pay all costs for recording. 19.14. Attorney Fees. Whenever any Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due, or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer under this Agreement, the Developer agrees that it shall, within ten days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority. 19.15. Incorporation of Recitals and Exhibits. The Recitals set forth in the preamble to this Agreement and the Exhibits attached to this Agreement are incorporated into this Agreement as if fully set forth herein. SJR-245249v4 MU205-29 17 DRAFT • 4.15.2004 20.0 Construction of Minimum Improvements. 20.1. Construction of Minimum Improvements. (a) The Developer agrees that it will construct the Minimum Improvements on the Property in accordance with the accepted proposal dated , 20_, (attached as Exhibit C) and the approved Redevelopment Plans and the developers agreement required by paragraph 7.2(f) of this Agreement, and at all times prior to the Termination Date will operate and maintain, preserve, and keep the Minimum Improvements, or cause the Minimum Improvements to be maintained, preserved, and kept, with the appurtenances and every part and parcel thereof, in good repair and condition. The Authority shall not have any obligation to operate or maintain the Minimum Improvements. (b) The Developer will construct the Minimum Improvements in accordance with all local, State, and federal energy-conservation laws or regulations. (c) The Developer will obtain, in a timely manner, all required permits, licenses, rental 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, including, without limitation, the requirements of any necessary special • use permits. (d) The Developer shall promptly advise the Authority in writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Minimum Improvements or materially affecting Developer or its business which may delay or require changes in construction of the Minimum Improvements. (e) The Developer agrees that the Minimum Market Value for the Property with the Minimum Improvements shall be at least $ per developed lot. The parties agree that this value for the Minimum Improvements shall be established by the assessed value of the Property as of the Termination Date as defined in the Agreement. The Minimum Market Value herein established shall be of no further force and effect and shall end on the Termination Date as defined in the Agreement. 20.2. Redevelopment Plans. (a) Before beginning construction of the Minimum Improvements, the Developer shall submit to the Authority Redevelopment Plans which shall be incorporated into the developers agreement required by paragraph 7.2(f) of this Agreement. The Redevelopment Plans shall provide for the construction of the Minimum Improvements, as applicable, and shall be in conformity with this Agreement and all applicable State and local laws and regulations. The Authority will approve the Redevelopment Plans in writing if: (i) the Redevelopment Plans conform to the terms and SJR-245249v4 MU205-29 18 DRAFT 4.15.2004 • conditions of this Agreement; (ii) the Redevelopment Plans conform to all applicable federal, State and local laws, ordinances, rules and regulations; (iii) the Redevelopment Plans are adequate to provide for construction of the Minimum Improvements; and (iv) no Event of Default has occurred. Approval may be based upon a review by the City's building official of the Redevelopment Plans. No approval by the Authority or City shall relieve the Developer of the obligation to comply with the terms of this Agreement, applicable federal, State and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default. If approval of the Redevelopment Plans is requested by the Developer in writing at the time of submission, such Redevelopment Plans shall be deemed approved unless rejected in writing by the Authority, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 30 days after the date of their receipt by the Authority. If the Authority rejects any Redevelopment Plans in whole or in part, the Developer shall submit new or corrected Redevelopment Plans within 30 days after written notification to the Developer of the rejection. The provisions of this Section 20.2 relating to approval, rejection and resubmission of corrected Redevelopment Plans shall continue to apply until the Redevelopment Plans have been approved by the Authority. The Authority's approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Redevelopment Plans (and the Minimum Improvements constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. (b) If the Developer desires to make any Material change in the Redevelopment Plans after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Redevelopment Plans, as modified by the proposed change, conform to the requirements of this Section 20.2 of this Agreement with respect to such previously approved Redevelopment Plans, the Authority shall approve the proposed change and notify the Developer in writing of its approval. Such change in the Redevelopment Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part,by written notice by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. The Authority's approval of any such change in the Redevelopment Plans will not be unreasonably withheld. (c) The terms of this Section 20.2 shall apply only to the Redevelopment Plans as herein defined. Any site plan approval, variances, and any other City permit or approval required for construction of the Minimum Improvements shall be applied for and processed in accordance with normal City procedures. 20.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall cause the commencement of construction of the Minimum Improvements within days after the date of this Agreement. Subject to Unavoidable SJR-245249v4 MU205-29 19 DRAFT 4.15.2004 • Delays, Developer the shall substantiallycomplete the construction of the Minimum Improvements by , 20_. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Property shall be in conformity with the Redevelopment Plans as submitted by the Developer and approved by the Authority. The Developer agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part thereof, that the Developer, and such successors and assigns, shall promptly begin and diligently prosecute to completion the development of the Property through the construction of the Minimum Improvements thereon and consistent with the developers agreement required by paragraph 7.2(f) of this Agreement, and that such construction shall in any event be commenced and completed within the period specified in this Section 20.3 of this Agreement. Subsequent to the Developer's acquisition of title to the Property, or any part thereof, and until construction of the Minimum Improvements has been completed consistent with the developers agreement required by paragraph 7.2(f) of this Agreement, the Developer shall make reports, in such detail and at such times as may reasonably be requested by the Authority, as to the actual progress of the Developer with respect to such construction. 20.4. Certificate of Completion. (a) Promptly after substantial completion of the 4110 Minimum Improvements in accordance with those provisions of this Agreement relating solely to the obligations of the Developer to construct the Minimum Improvements and consistent with the developers agreement required by paragraph 7.2(f) of this Agreement (including the dates for beginning and completion thereof), the Authority will furnish the Developer with a Certificate of Completion substantially in the form shown at Exhibit B for the Property. Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer and its successors and assigns,to construct the Minimum Improvements and consistent with the developers agreement required by paragraph 7.2(f)of this Agreement, as applicable, and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 20.4 of this Agreement,the Authority shall, within thirty (30) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Developer to take or 41110 perform in order to obtain such certification. SJR-245249v4 MU205-29 20 DRAFT 4.15.2004 i (c) The construction of the Minimum Improvements shall be deemed to be substantially completed when the Minimum Improvements have been approved by the responsible inspecting authorities. 20.5. Reconstruction of Minimum Improvements. If the Minimum Improvements are damaged or destroyed before the Termination Date, the Developer agrees, for itself and its successors and assigns, to reconstruct the Minimum Improvements so that the Minimum Improvements and the Property have a value equal to the Minimum Market Value as set forth in and required by Section 20.1(e) of this Agreement. The Minimum Improvements shall be reconstructed in accordance with the Redevelopment Plans and consistent with the developers agreement required by paragraph 7.2(f) of this Agreement, or with modifications approved by the Authority in accordance with Section 20.2 of this Agreement. 20.6. Property Taxes; Special Assessments. After closing on the Property, the Developer shall pay all real estate taxes and special assessments on the Minimum Improvements and the Property as they become due. The Developer shall not cause the Property to be removed from the public tax rolls or to become exempt from assessment for general real estate taxes by reason of any conveyance, lease, abatement, or other action prior to the Termination Date. • 20.7. Survival of Agreement. The terms of this Section 20 shall survive closing. [The remainder of this page is intentionally blank.] • SJR-245249v4 MU205-29 21 DRAFT 4.15.2004 i The parties hereto have executed this Agreement as of the day and year set forth below. DEVELOPER: PRO CRAFT DEVELOPMENT, LLC Dated: , 2004. By: Jim Melcher Its: STATE OF MINNESOTA ) ss COUNTY OF ) . The foregoing instrument was acknowledged before me this day of 2004, by Jim Melcher, the of Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota, on behalf of the company. Notary Public 1111 SJR-245249v4 MU205-29 22 DRAFT 4.15.2004 AUTHORITY: THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY Dated: ,2004. By: Its: President Dated: ,2004. By: Its: Executive Director STATE OF MINNESOTA ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of 2004, by Jerry Linke and Kurt Ulrich, the President and Executive Director respectively, of the Mounds View Economic Development Authority, a public body corporate and politic, under the laws of the State of Minnesota,on behalf of the public body corporate and politic. Notary Public 111 SJR-245249v4 MU205-29 23 Draft 4.15.2004 • • EXHIBIT A to PURCHASE AND REDEVELOPMENT AGREEMENT Legal Description of Property Lots 34, 36 and 37, KNOLL WOOD PARK, and Lot 35, KNOLL WOOD PARK, except the North 150 feet thereof according to the recorded plat thereof Ramsey County, Minnesota. • • SJR-245249v4 MU205-29 A-1 Draft 4.15.2004 • EXHIBIT B to PURCHASE AND REDEVELOPMENT AGREEMENT FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Mounds View Economic Development Authority (the "Grantor"), by a deed recorded in the office of the County Recorder in Ramsey County, Minnesota, as Document No. , has conveyed to Pro Craft Development, LLC, a Minnesota limited liability company (the "Grantee"), the land in the County of Ramsey and State of Minnesota legally described on Exhibit A attached hereto and incorporated herein by reference (the Property); and WHEREAS, said deed was executed pursuant to that certain Purchase and Redevelopment Agreement by and between the Mounds View Economic Development Authority and Pro Craft Development, LLC, a Minnesota limited liability company, dated the day of , 2004, and recorded in the office of the County Recorder in Ramsey County, Minnesota, as Document No. , which Purchase and Redevelopment Agreement contained certain covenants and restrictions regarding completion of the Redevelopment; and • WHEREAS, said Grantee has performed said covenants and conditions in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all Redevelopment specified to be done and made by the Grantee has been completed and the covenants and conditions in the Purchase and Redevelopment Agreement have been performed by the Grantee therein and that the provisions for forfeiture of title and right to re-entry for breach of condition subsequent by Grantor is hereby released absolutely and forever, and the County Recorder in Ramsey County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Redevelopment. Dated: ,2004. MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: Its: President By: Its: Executive Director III SJR-245249v4 MU205-29 B-1 DRAFT 4.15.2004 • STATE OF MINNESOTA ) ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of 2004, by Jerry Linke and Kurt Ulrich, the President and Executive Director respectively, of the Mounds View Economic Development Authority, a public body corporate and politic, under the laws of the State of Minnesota,on behalf of the public body corporate and politic. Notary Public • This document drafted by: KENNEDY&GRAVEN, CHARTERED(SJR) 470 Pillsbury Center Minneapolis,MN 55402 (612) 337-9300 • SJR-245249v4 MU205-29 B-2 DRAFT 4.15.2004 • EXHIBIT A TO FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE Legal Description of Property Lots 34, 36 and 37, KNOLL WOOD PARK, and Lot 35, KNOLL WOOD PARK, except the North 150 feet thereof according to the recorded plat thereof Ramsey County, Minnesota. • SJR-245249v4 MU205-29 B-3 Draft 4.15.2004 • EXHIBIT C to PURCHASE AND REDEVELOPMENT AGREEMENT MINIMUM IMPROVEMENTS TO PROPERTY AND CONCEPT OF PROPERTY DEVELOPMENT [Insert Attachment=RFP?] [Define Minimum Improvements as completion of street, utilities, etc. (infrastructure)and building site preparation, etc.] • • SJR-245249v4 MU205-29 C-1 Draft 4.15.2004 ill EXHIBIT D to PURCHASE AND REDEVELOPMENT AGREEMENT FORM OF QUIT CLAIM DEED No delinquent taxes and transfer entered; Certificate of Real Estate Value ()filed()not required. County Auditor Deputy (reserved for recording data) • STATE DEED TAX DUE HEREON: $ Date: , 2004. THIS INDENTURE, between the MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY, a public body politic and corporate under the laws of the State of Minnesota, Grantor, and Pro Craft Development, LLC, a Minnesota limited liability company, Grantee. WITNESSETH, that the Grantor, in consideration of the sum of Two Hundred Ninety- Nine Thousand Dollars ($299,000) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby grant, bargain, quit claim and convey to the Grantee, its successors and assigns, forever, all of the tract or parcel of land lying and being in the County of Ramsey and State of Minnesota described on Exhibit A attached hereto and incorporated herein by reference (the Property), to have and to hold the same, together with all hereditaments and appurtenances thereunto belonging or in any way appertaining, to the Grantee, its successors and assigns, forever. Subject to and together with, however, the provisions of the Permitted Encumbrances described and referred to in Exhibit B attached hereto and incorporated herein by reference, including, without limitation, the right of the Grantor upon the happening of an Event of Default under that certain Purchase and Redevelopment Agreement between Grantor and Grantee dated as of , 2004 to re-enter and take possession of the Property and any improvements thereon and terminate the estate and all right, title and interest of the Grantee • SJR-245249v4 MU205-29 D-1 DRAFT 4.15.2004 IIIin and to the Property and any improvements thereon, and revest in the Grantor all right, title, estate and interest of the Grantee in the Property and any improvements thereon, free of any lien of any mortgage and other liens, except as permitted pursuant to the provisions of the Purchase and Redevelopment Agreement. IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its behalf by its President and Executive Director, on , 2004. THE SELLER CERTIFIES THAT THE SELLER DOES NOT KNOW OF ANY WELLS ON THE DESCRIBED REAL PROPERTY. ' MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: 1 Its: President By: Its: Executive Director • STATE OF MINNESOTA ) ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2004, by Jerry Linke and Kurt Ulrich, the President and Executive Director respectively, of the Mounds View Economic Development Authority, a public body corporate and politic, under the laws of the State of Minnesota,on behalf of the public body corporate and politic. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Kennedy& Graven, Chartered(SJR) 470 Pillsbury Center 200 South Sixth Street Minneapolis MN 55402 Property Tax Statements for the Property described in this instrument should be sent to: Pro Craft Development, LLC 102 Bridgewater Drive 4111 Vadnais Heights, MN 55127 SJR-245249v4 MU205-29 D-2 DRAFT 4.15.2004 • EXHIBIT A TO QUIT CLAIM DEED Legal Description of Property Lots 34, 36 and 37, KNOLLWOOD PARK, and Lot 35, KNOLL WOOD PARK, except the North 150 feet thereof according to the recorded plat thereof Ramsey County, Minnesota. • • SJIt-245249v4 MU205-29 D-3 DRAFT 4.15.2004 • EXHIBIT B TO TO QUIT CLAIM DEED Permitted Encumbrances 1. Taxes and installments of special assessments payable in 2004 and in subsequent years. i 2. Building and zoning laws; federal, state and local laws, ordinances and regulations. 3. Easements for public streets, drainage, utilities,highways and roads now existing. 4. Liens, easements, encumbrances, agreements, restrictions, conditions and covenants of record, if any, as of the date hereof. 5. The terms, conditions, covenants and agreements set forth in the Purchase and Redevelopment Agreement By and Between the Grantor and Grantee named in the Deed to which this Exhibit is attached, which Purchase and Redevelopment Agreement is 1111 hereby made a part hereof by reference thereto. 6. The terms, conditions, covenants and agreements set forth in the Note and Mortgage by and between the Grantor and Grantee named in the Deed to which this Exhibit is attached,which Note and Mortgage are hereby made a part hereof by reference thereto. • SJR-245249v4 MU205-29 D-4 DRAFT 4.15.2004 • EXHIBIT E HIDDEN HOLLOW DEVELOPERS AGREEMENT THIS AGREEMENT is made this day of , 2004,by and between the CITY OF MOUNDS VIEW, a Minnesota municipal corporation, the "City", and Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota (the "Developer"). Recitals A. The Developer is the fee owner of certain real estate located in Ramsey County, Minnesota,legally described as (See EXHIBIT A) (hereinafter referred to as the "Property"). • B. The Developer shall plat the Property consistent with the preliminary plat of HIDDEN HOLLOW approved by the City Council in Resolution No. on , 2004, subject to the conditions and requirements contained in the authorizing resolution, the Mounds View City Code and state statutes. C. The Developer desires to have certain public improvements constructed to serve the Property as described in Exhibit B attached hereto and hereby made a part hereof (hereinafter referred to as the"Improvements"). D. The Developer will cause the construction of certain building site preparation, grading, drainage, etc. improvements to serve the Property as described in Exhibit D attached hereto and hereby made a part hereof(hereinafter referred to as the"Site Preparation"). E. The Developer wishes the City to construct the Improvements without notice of hearing or hearing on the Improvements, and without notice of hearing or hearing on the special assessments levied to fmance the Improvements, and to levy 100 percent of the cost of the Improvements against the Property. F. The City is willing to construct the Improvements in accordance with the request of the Developer and without such notices or hearings, provided the assurances and covenants hereinafter stated are made by the Developer to ensure that the City will have valid and collectable 0 special assessments as they relate to the Property to fmance all of the costs of the Improvements. SJR-245249v4 MU205-29 E-1 DRAFT 4.15.2004 • 1 G. Were it not for the assurances and covenants hereinafter provided, the City would not construct the Improvements without such notices and hearings and is doing so solely at the behest, and for the benefit of,the Developer. Agreement In consideration of each party's promises as set forth in this Agreement,it is mutually agreed as follows: ARTICLE ONE REPRESENTATIONS AND WARRANTIES 1.01. City Representations and Warranties. The City makes the following representations as the basis for the undertakings on its part contained herein: A. The City is a municipal corporation under the laws of Minnesota. B. The City has the right, power and authority to execute, deliver and perform its obligations under this Agreement. 0 1.02. Developer Representations and Warranties. The Developer makes the following representations as the basis for the undertakings on its part contained herein: A. The Developer is a Minnesota limited liability company. B. The Developer has the right,power and authority to execute, deliver and perform its obligations under this Agreement. The Developer assures the City that the individuals who execute this Agreement on behalf of the Developer are duly authorized to sign on behalf of the Developer and to bind the Developer thereto. C. The Developer is not in default under any lease, contract, or agreement to which it is a party or by which it is bound which would affect its performance under this Agreement. The Developer is not a party to or bound by any mortgage, lien, lease, agreement, instrument, order, judgment, or decree which would prohibit the execution or performance of this Agreement by the Developer or prohibit any of the transactions provided for in this Agreement. D. The Developer has complied with and will continue to comply with all applicable federal, state and local statutes, laws, ordinances and regulations including, without limitation, any permits, licenses and applicable zoning, environmental, or other laws, ordinances, or regulations affecting the Property or the Improvements. The Developer is not aware of any pending or threatened claim of any such violation. Without limitation of the foregoing, the Developer iiexpressly acknowledges and agrees that Developer has and shall at all times comply with each SJR-245249v4 MU205-29 E-2 DRAFT 4.15.2004 iand every provision of the City's subdivision, zoning, and other related municipal code regulations. E. There is no suit, action, arbitration or legal, administrative or other proceeding or governmental investigation pending or threatened against or affecting the Developer or Property. The Developer is not in default with respect to any order, writ, injunction or decree of any federal, p state, local or foreign court,department, agency or instrumentality. F. None of the representations and warranties made by the Developer or made in any exhibit hereto or memorandum or writing furnished or to be furnished by the Developer or on its behalf contains or will contain any untrue statement of material fact or omits any material fact, the omission of which would be misleading. G. The Developer has sufficient funds or has obtained a commitment for financing in an amount adequate to finance construction of the Improvements. 1.03 Incorporation of Recitals and Exhibits. The Recitals set forth in the preamble to this Agreement and the Exhibits attached to this Agreement are incorporated into this Agreement as if fully set forth herein. 411 ARTICLE TWO PETITION AND WAIVER/CONSTRUCTION OF IMPROVEMENTS 2.01. Petition and Waiver for Improvements. A. The Developer hereby petitions the City for construction of the Improvements. B. The Developer represents and warrants that it is the fee owner of or controls via a purchase agreement 100 percent of the Property, that it has full legal power and authority to encumber the Property as herein provided, and that as of the date hereof, it has fee simple absolute title in the Property, which is not subject to any liens, interests or encumbrances, except as listed on the attached Exhibit C. C. The Developer requests that 100 percent of the cost of the Improvements be assessed against the Property. The Developer understands and agrees that the current estimated cost of the Improvements is $308,700, but that the cost of the Improvement will be determined in accordance with Minn. Stat., Chapter 429 and standard city practices and that such cost may exceed the estimated cost. The Developer further understands and agrees that the City does not waive any rights to levy special assessments against the Property in an amount in excess of the estimated cost in the event actual project costs which may lawfully be assessed pursuant to Minn. Stat., Chapter 429, exceed said amount. III SJR-245249v4 MU205-29 E-3 DRAFT 4.15.2004 • D. The Developer waives notice of hearingand hearingpursuant to Minn. Stat. p Section 429.031, on the Improvements and notice of hearing and hearing on the special assessments levied to finance the Improvements pursuant to Minn. Stat. Section 429.061, and specifically requests that the Improvements be constructed and special assessments levied against the Property thereof without hearings. E. The Developer waives the right to appeal the levy of the special assessments in accordance with this Agreement pursuant to Minn. Stat. Section 429.081, or reapportionment thereof upon land division pursuant to Minn. Stat. Section 429.071, Subd. 3, or otherwise, and further specifically agrees with respect to such special assessments against the Property or reapportionment that: 1. Any requirements of Minn. Stat., Chapter 429 with which the City does not comply are hereby waived by the Developer; 2. The increase in fair market value to the Property resulting from construction of the Improvements will be at least equal to $308,700, and that such increase in fair market value is a special benefit to the Property; 3. Assessment of 100 percent of the cost of the Improvements against the Property is . reasonable, fair and equitable and there are no other properties against which such cost should be assessed; and 4. The Developer further specifically waives notice and right to appeal reapportionment of such special assessments upon land division pursuant to Minn. Stat., Section 429.071, Subd. 3. F. The Developer understands and agrees that the City may provide for the payment of such special assessments in installments bearing such interest as may be determined by the city council. However, the decision regarding the period of time over which the special assessments may be paid and the interest rate to be applied is in the absolute and sole discretion of the city council, subject only to limitations imposed by law. G. Developer represents and warrants that the Property is not so classified for tax purposes as to result in deferral of the obligation to pay special assessments; and Developer agrees that it will take no action to secure such tax status for the Property during the term of this Agreement. SJR-245249v4 MU205-29 E-4 DRAFT • 4.15.2004 2.02. zeement to Construct Improvements. The CitY a� rovements, including the street, grading, drainage, landscaping and other improvements required by City ordinance for development of the Property at Developers sole expense. The Improvements are more fully described in the site plans, preliminary plat and specifications approved by the City(the "Plans"), and as set forth in Exhibit B. A final copy of the Plans must be filed with the City prior to commencement of construction of the Improvements. Any deviation from the Plans must be approved in writing by the City. Prior to initiating construction of the Improvements,the Developer shall hold a pre-construction meeting with the City to review and resolve any issues involving the construction of the Improvements. 2.03. Obtaining Permits. The Developer shall obtain in a timely manner and pay for all permits, licenses, and approvals required in connection with construction of the Improvements. The Developer shall meet in a timely manner the requirements of all applicable local, state, and federal laws and regulations which must be met before the Improvements may be lawfully constructed. Specifically, prior to obtaining any building permits or grading permits as required under this Section 2.03 or otherwise,the Developer shall complete the following: A. The Developer shall obtain Rice Creek Watershed District (RCWD) approval for site runoff and storm water storage of the residential project. B. The Developer shall obtain a Stormwater Permit from the Minnesota Pollution III Control Agency(MPCA). C. The Developer shall obtain permit approval from City of Mounds View for work to be done within the County Road H2 right-of-way. D. The Developer shall be responsible for any damage to County.Road H2 resulting from the construction of the Improvements and shall cause to have such damage repaired to City standards. 2.04. Indemnification. Notwithstanding anything to the contrary in this Agreement, the City, its officers, agents, and employees shall not be liable or responsible in any manner to the Developer, Developer's successors or assigns, the Developer's contractor or subcontractors, material suppliers, laborers, or to any other person or persons for any claim, demand,damage, or cause of action of any kind or character arising out of or by reason of the execution of this Agreement or the performance and completion of the Improvements. The Developer, and the Developer's successors or assigns, agree to protect,defend and save the City, and its officers, agents, and employees,harmless from all such claims, demands, damages, and causes of action and the costs, disbursements, and expenses of defending the same, including but not limited to, attorneys fees, consulting engineering services, and other technical, administrative or professional assistance. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled under Minnesota Statutes, Chapter 466, or otherwise. In addition, while the City shall illendeavor to complete the City's share of utility improvements contemplated in this Agreement, if SJR-245249v4 MU205-29 E-5 DRAFT 4.15.2004 • any, under no circumstances shall the Citybe responsible or liable for any construction delays of p any kind, costs, or the inability of the City to complete the City's share of utility improvements contemplated in this Agreement, if any. 2.05. Temporary Roads and Other Construction. If construction of the Improvements results in the construction of temporary roads or other ways, or other temporary improvements or modifications to the Property or any other property, the Developer shall, as a condition precedent to the City's final acceptance of the Improvements, remove all such temporary improvements and otherwise return such property to the condition it was in prior to construction of the Improvements; provided that the City may in its sole discretion, waive or modify the requirements of this Section 2.05 by writing approved by the City Council and executed by the City. 2.06. Parking and Storage. The Developer agrees to provide adequate parking and storage area for workers, equipment, construction materials, or other items associated with the Improvements. Existing public roadways or right-of-ways shall not be utilized for these purposes except as allowed by the City. 2.07. City's Access. The Developer hereby grants the city, its agents, employees, officers and contractors a non-revocable license to enter the Property to perform all work and inspections deemed appropriate by the City related to said development. III ARTICLE THREE ADDITIONAL PROVISIONS 3.01. Platting Requirements. The Developer shall plat the Property consistent with the preliminary plat of HIDDEN HOLLOW approved by the City Council in Resolution No. on , 2004, subject to the conditions and requirements contained in the authorizing resolution, the Mounds View City Code and state statutes. Subject to the conditions and requirements contained in the authorizing resolution, the Mounds View City Code and state statutes, Developer shall seek final plat approval of HIDDEN HOLLOW from the City. If the City grants final plat approval, Developer shall cause the final plat of HIDDEN HOLLOW to be recorded with the Ramsey County recorder and provide the City with a reproducible mylar copy of said plat. 3.02. Property Monumentation. The Developer agrees to provide sufficient property monumentation (temporary), installed by or under the direction of a registered land surveyor, prior to and during the course of the Improvements to ensure proper layout. The Developer further agrees to install all subdivision monumentation (permanent) within one year from the date of recording of the plat, or the monumentation shall be installed on a per-lot basis at the time a building permit for the subject lot is issued, whichever occurs first. At the end of the one-year period, the Developer shall submit to the City written verification by a registered illland surveyor that the required monuments have been installed throughout the plat. SJR-245249v4 MU205-29 E-6 DRAFT 4.15.2004 IIII 3.03. Payment of City Costs. In addition to the costs, obligations and representations set forth in Article Two of this Agreement, the Developer agrees to reimburse the City its actual costs regarding: (i) preparing and administering this Agreement and all other documents, permits, and applications related to construction of the Improvements; (ii) processing the plat of HIDDEN HOLLOW and subdivision approvals relating to the Property; and (iii) preparing and reviewing an environmental assessment worksheet(EAW) and environmental impact statement(EIS),if required. In addition to and without limitation of the foregoing, the costs to be reimbursed by the Developer to the City shall include,but not be limited to, attorneys fees, engineering fees, inspection fees, and the costs and fees of other technical and professional assistance(including but not limited to the cost of City staff time) incurred or expended by the City on activities arising out of this Agreement, the Improvements, and other undertakings related thereto. The Developer shall, upon execution of this Agreement, deposit with the City the amount of $0.00 to be applied to payment of the costs described in this Section 3.03, provided that if such costs exceed this amount, the Developer shall, upon demand by the City,pay such additional costs to the City within ten(10)days of such demand, and provided further that the amount by which this deposit exceeds the City's actual costs, if any, shall be returned to the Developer. In the event City does not recover its costs for completing the Improvements under the provisions of this paragraph, as an additional remedy, City may, at its option, assess the Property in . the manner provided by Minnesota Statutes, Chapter 429, and Developer hereby consents to the levy of such special assessments without notice or hearing and waives its rights to appeal such assessments pursuant to Minnesota Statutes, Section 429.081, provided the amount levied, together with the funds deposited with the City under this paragraph, does not exceed the expenses actually incurred by the City in the completion of the Improvements. 3.04. Attorney Fees. The Developer agrees to pay the City's costs and expenses, including attorney fees,in the event a suit or action is brought by the City against the Developer to enforce the terms of this Agreement. 3.05. Amendment. Any amendment to this Agreement must be in writing and signed by both parties. 3.06. Assignment. The Developer may not assign any of its obligations under this Agreement without the prior written consent of the City. 3.07. Agreement to Run with Land. This Agreement shall be recorded among the land records of Ramsey County, Minnesota. The provisions of this Agreement shall run with the Property and be binding upon the Developer and its assigns or successors in interest. Notwithstanding the foregoing, no conveyance of the Property or any part thereof shall relieve the Developer of its liability for full performance of this Agreement unless the City expressly so releases the Developer in writing. • SJR-245249v4 MU205-29 E-7 • DRAFT 4.15.2004 0 3.08. Representatives Not Individually Liable. No officer, agent or employee of the City shall be p g personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City on any obligation or term of this Agreement. 3.09. Notices and Demands. Any notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,postage prepaid,return receipt requested, or delivered personally: (a) as to the Developer: Pro Craft Development,LLC 102 Bridgewater Drive Vadnais Heights,MN 55127 Attn: Jim Melcher (b) as to the City: City of Mounds View 2401 Highway 10 Mounds View,MN 55112-1499 Attn: City Administrator or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 3.09. • 3.10. Park Dedications/Fees/Dedications. Without limitation of any other obligation of the Developer contained in this Agreement or set forth in federal, state, or local law, the Developer agrees to comply with any dedication requirements, including park dedications or payments in lieu which may be required by the City's subdivision regulations, Mounds View City Code Section 1204.02. The Developer desires to provide the City with a payment in lieu of a park dedication as calculated pursuant to the City's subdivision regulations, Mounds View City Code Section 1204.02,in the amount of$40,767.00,to be paid upon execution of this Agreement. The Developer further expressly acknowledges and agrees that the Improvements and all easements and other rights in the Property necessary and related to the City's ownership of the Improvements (all of which shall be described in the plat required by the City's subdivision regulations), shall inure to the City upon the Developer's compliance with this Agreement, acceptance by the City of the Improvements, and approval and recording of a final plat as set forth in the City's subdivision regulations. 3.11. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the City or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner,or joint venture between the City and the Developer. 3.12. Counterparts. This Agreement may be executed in any number of counterparts, each of 0 which shall constitute one and the same instrument. SJR-245249v4 MU205-29 E-8 DRAFT 4.15.2004 111 3.13. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 3.14. Indemnification. Notwithstanding anything to the contrary in this Agreement, the City, its officers, agents, and employees shall not be liable or responsible in any manner to the Developer, Developer's successors or assigns, the Developer's contractor or subcontractors, material suppliers, laborers,or to any other person or persons for any claim, demand, damage, or cause of action of any kind or character arising out of or by reason of the execution of this Agreement or the performance and completion of the Improvements. The Developer, and the Developer's successors or assigns, agree to protect, defend and save the City, and its officers, agents, and employees,harmless from all such claims, demands, damages, and causes of action and the costs, disbursements, and expenses of defending the same, including but not limited to, attorneys fees, consulting engineering services, and other technical, administrative or professional assistance. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled under Minnesota Statutes, Chapter 466,or otherwise. 03.15. Compliance with Existing Laws. The Developer warrants that all work performed pursuant to this Agreement shall be in compliance with existing laws, ordinances, pertinent regulations, standards, and specifications of the City. 3.16. Building Permits. No occupancy permits shall be issued until: A. The site grading is completed and approved by the City. B. All public utilities are tested, approved by the City, and in service. C. All curbing is installed and backfilled. D. The first lift of bituminous is in place and approved by the City. E. All building permit fees are paid in full. F. No early building permits will be issued. The Developer, in executing this Agreement, assumes all liability and costs for damage or delays, incurred by the City, in the construction of the Improvements, caused by the Developer, its employees, contractors, subcontractors, materialmen or agents. No occupancy permits shall be issued until the public streets and utilities are in and approved by the City, unless otherwise • authorized in writing by the City. SJR-245249v4 MU205-29 E-9 DRAFT 4.15.2004 • 3.17. Miscellaneous Provisions. A. The Developer represents to the City that the development of the Property, the subdivision and the plat comply with all city, county, metropolitan, state and federal laws and regulations including, but not limited to: subdivision ordinances, zoning ordinances and environmental regulations. If the City determines that the subdivision or the plat or the development of the Property does not comply, the City may, at its option, refuse to allow construction or development work on the Property until the Developer does comply. Upon the City's demand,the Developer shall cease work until there is compliance. B. Third parties shall have no recourse against the City under this Agreement. C. Breach of the terms of this Agreement by the Developer shall be grounds for denial of building permits,including lots sold to third parties. D. Wherever possible, each provision of this Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement i or any other related document. E. If building permits are issued prior to the completion and acceptance of public improvements, the Developer assumes all liability and costs resulting in delays in completion of public improvements and damage to public improvements caused by the City, Developer, its contractors, subcontractors,materialmen, employees, agents or third parties. F. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach of any other covenant, agreement,term, or condition, nor does it imply that such covenant, agreement, term or condition may be waived again. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing and signed by the parties. The City's failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. G. Each right, power or remedy herein conferred upon the City is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to the City, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so exciting may be exercised from time to time as often and in such order as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any time thereafter any other right,power or remedy. -24 SJR 249v4 5 MU205-29 E-10 DRAFT 4.15.2004 H. This Agreement, together with the exhibits hereto, which are incorporated by reference, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to this Agreement, superseding all prior or contemporaneous proposals, communications, and understandings, whether oral or written, pertaining to the subject matter of this Agreement. I. No officer, agent or employee of the City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by the City on any obligation or term of this Agreement. J. Data provided to the Developer or received from the Developer under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. 3.18. Developer Site Preparation Improvements. The Developer will cause the construction of certain Site Preparation improvements, including, but not limited to building site preparation, grading,drainage, etc. to serve the Property as described in Exhibit D. 11111 [The remainder of this page to remain intentionally blank]. SJR-245249v4 MU205-29 E-11 I DRAFT 4.15.2004 • IN WITNESS OF THE ABOVE, the parties have caused this Agreement to be executed on the date and year written above. CITY OF MOUNDS VIEW By: Mayor By: City Administrator STATE OF MINNESOTA ) ) SS. • COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2004, by Jerry Linke and Kurt Ulrich, the mayor and city administrator, respectively, of the City of Mounds View, a Minnesota municipal corporation, on behalf of the corporation. Notary Public • SJR-245249v4 MU205-29 E-12 DRAFT 4.15.2004 • PRO CRAFT DEVELOPMENT,LLC By: Jim Melcher Its: STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2004, by Jim Melcher, the of Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota, on behalf of the company. • Notary Public This document drafted by: KENNEDY&GRAVEN, CHARTERED(SJR) 470 Pillsbury Center 200 South Sixth Street Minneapolis,MN 55402 • (612) 337-9300 SJR-245249v4 MU205-29 E-13 DRAFT 4.15.2004 • EXHIBIT A Legal Description of Property Lots 34, 36 and 37,KNOLLWOOD PARK, Lot 35, KNOLLWOOD PARK, except the North 150 feet thereof, That part of Lot 38,KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, The South 438 feet of Lot 39,KNOLLWOOD PARK, That part of Lot 40,KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, That part of Pleasant View Drive as dedicated in KNOLLWOOD PARK (to be vacated) lying northerly of the westerly extension of the south line of Lot 40 and lying southerly of the westerly extension of the south line of the north 210 feet of said Lot 40,KNOLLWOOD PARK, according to the recorded plat thereof, Ramsey County,Minnesota. SJR-245249v4 MU205-29 E-14 DRAFT 4.15.2004 • EXHIBIT B Improvements and Estimated Cost of Improvements [To be completed prior to execution] [Break down of City Improvements(infrastructure)] ill IIISJR-245249v4 MU205-29 E-15 { DRAFT 4.15.2004 • EXHIBIT C Liens,Interests or Encumbrances to Property [Insert Liens, Interests or Encumbrances to Property] 41111 • SJR-245249v4 MU205-29 E-16 Draft 4.15.2004 i EXHIBIT D Site Preparation Plan [Developer Site Preparation Improvements] [Insert Developers Agreement] • SJR-245249v4 MU205-29 E-17 Draft 4.15.2004 • EXHIBIT F PROPERTY DESCRIPTION FOR LAND TO BE ACQUIRED BY DEVELOPER That part of Lot 38, KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, The South 438 feet of Lot 39, KNOLLWOOD PARK, That part of Lot 40,KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, That part of Pleasant View Drive as dedicated in KNOLLWOOD PARK (to be vacated) lying northerly of the westerly extension of the south line of Lot 40 and lying southerly of the westerly extension of the south line of the north 210 feet of said Lot 40, KNOLLWOOD PARK, according to the recorded plat thereof,Ramsey County, Minnesota. iSJR-245249v4 MU205-29 F-1 Draft 4.15.2004 0 EXHIBIT G PROPERTY DESCRIPTION FOR LAND TO BE PLATTED AS HIDDEN HOLLOW Lots 34, 36 and 37,KNOLLWOOD PARK, Lot 35, KNOLLWOOD PARK, except the North 150 feet thereof, That part of Lot 38, KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, The South 438 feet of Lot 39, KNOLLWOOD PARK, That part of Lot 40,KNOLLWOOD PARK, lying southerly of the North 210 feet thereof, That part of Pleasant View Drive as dedicated in KNOLLWOOD PARK (to be vacated) lying northerly of the westerly extension of the south line of Lot 40 and lying southerly of the westerly extension of the south line of the north 210 feet of said Lot 40, KNOLLWOOD PARK, • according to the recorded plat thereof, Ramsey County, Minnesota. III SJR-245249v4 MU205-29 G-1 Draft 4.15.2004 • EXHIBIT H PROMISSORY NOTE -$240,000- ,2004 -4.00%- Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota ("Maker"), for value received, hereby promises to pay to the Mounds View Economic Development Authority, a public body corporate and politic under the laws of Minnesota or its assigns (Authority and any assigns are collectively referred to herein as "Holder"), at its designated principal office or such other place as the Holder may designate in writing, the principal sum of Two Hundred Forty Thousand and no/100ths Dollars ($240,000) or so much thereof as may be advanced under this Note, with interest as hereinafter provided, in any coin or currency that at the time or times of payment is legal tender for the payment of private debts in the United States of America. The principal of and interest on this Note is payable in installments due as follows: 1. Interest at the rate of four percent (4.00%)per annum shall accrue on the amount of Loan proceeds outstanding and remaining to be paid by Developer to Authority from the Date of illClosing until the Loan is repaid in full. 2. Payments of principal and interest shall commence on the first day of the fourth month from the Date of Closing (the "Initial Payment Date") and continue on the first day of the seventh, tenth and thirteenth month thereafter until paid in full, with such repayment of principal and interest as contained in the schedule (the "Repayment Schedule") as set forth in Exhibit A. Such payments shall fully amortize any outstanding balance of the Loan over twelve (12) months; provided, however, the entire remaining unpaid balance of principal and interest shall be due and payable on the first day of the 13th month following the Initial Payment Date. 3. The Maker shall have the right to prepay the principal of this Note, in whole or in part, on any date a principal and interest payment is due and payable. 4. This Note is given pursuant to the Purchase and Redevelopment Agreement dated , 2004, between Borrower and Lender (the "Agreement") and is secured by a mortgage of even date herewith(the "Mortgage"). In the event the Mortgage is found to be invalid for whatever reason, such invalidity shall constitute an event of default hereunder. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Agreement, the Mortgage, or any other instrument securing this Note are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If an Event of Default occurs under the Agreement, iithe Mortgage, or any other instrument securing this Note, then the Holder of this Note may at its SJR-245249v4 MU205-29 H-1 DRAFT 4.15.2004 0 right and option, without notice, declare immediately due and payable the principal balance of this Note and interest accrued thereon, together with reasonable attorneys fees and expenses incurred by the Holder of this Note in collecting or enforcing payment thereof,whether by lawsuit or otherwise, and all other sums due hereunder or any instrument securing this Note. The Maker of this Note agrees that the Holder of this Note may, without notice to and without affecting the liability of the Maker, accept additional or substitute security for this Note, or release any security or any party liable for this Note or extend or renew this Note. 5. The remedies of the Holder of this Note as provided herein, and in the Agreement, or any other instrument securing this Note shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Holder of this Note, may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Holder of this Note shall not be deemed,by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, 110 modifications, or change is sought. 6. If any term of this Note, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. 7. It is intended that this Note is made with reference to and shall be construed as a Minnesota contract and is governed by the laws thereof. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 8. The performance or observance of any promise or condition set forth in this Note may be waived, amended, or modified only by a writing signed by the Maker and the Holder. No delay in the exercise of any power, right, or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power,right,or remedy. 9. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. S SJR-245249v4 MU205-29 H-2 DRAFT • 4.15.2004 IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the day of ,2004. PRO CRAFT DEVELOPMENT,LLC By: Jim Melcher Its: • • SJR-245249v4 MU205-29 H-3 Draft • 4.15.2004 EXHIBIT A Repayment Schedule [Insert Repayment Schedule] 111 III SJR-245249v4 MU205-29 H-4 Draft 4.15.2004 • EXHIBIT I MORTGAGE THIS MORTGAGE is given on , 2004. The borrower is Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota ("Borrower"). This Mortgage is given to the Mounds View Economic Development Authority, a public body corporate and politic (the "Lender"). Borrower owes Lender the principal sum of $240,000.00. This debt is evidenced by a promissory note dated as of even date herewith (the "Note"). This Mortgage secures to Lender: (a) the repayment of the debt evidenced by the Note, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums, advanced to protect the security of this Mortgage; (c) the performance of Borrower's covenants and agreements under this Mortgage and the Note; and (d) is subject to the terms and conditions of that certain Purchase and Redevelopment Agreement between Borrower and Lender and dated as of , 2004. For this purpose, Borrower does hereby mortgage, grant and convey to Lender, with power of sale, the property located in Ramsey County, Minnesota and fully described in the attached Exhibit A, together with all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Mortgage. 0 All of the foregoing is referred to in this Mortgage as the "Property". BORROWER COVENANTS that Borrower is lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and convey the Property and that the Property is unencumbered, except for encumbrances of record and as set forth in paragraph 19. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to any encumbrances of record. Borrower and Lender agree as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST; LATE CHARGES. Borrower shall promptly pay when due the principal on the debt evidenced by the Note and any late charges due under the Note. 2. CHARGES; LIENS. Borrower shall pay all taxes, assessments, charges, fines and impositions attributable to the Property which may attain priority over this Mortgage, and leasehold payments or ground rents, if any. Borrower shall pay these obligations on time directly to the person owed payment. Borrower shall promptly discharge any lien which has priority over this Mortgage unless Borrower: (a) agrees in writing to the payment of the obligation secured by the lien in a manner reasonably acceptable to Lender; (b) contests in good faith the lien by, or defends against • SJR-245249v4 MU205-29 I-1 DRAFT 4.15.2004 • enforcement of the lien in, legal proceedings which in the Lender's opinion operate to prevent the enforcement of the lien; or (c) secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this Mortgage. If Lender determines that any part of the Property is subject to a lien which may attain priority over this Mortgage, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy the lien or take one or more of the actions set forth above within 30 days of the giving of notice. Notwithstanding the foregoing, this Mortgage is subordinate to the liens, charges, or encumbrances identified in the attached Exhibit B to this Mortgage, which is incorporated by reference and included in this Mortgage as if fully set forth herein. 3. HAZARD OR PROPERTY INSURANCE. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire and any other hazards for which Lender requires insurance. This insurance shall be maintained in the amounts and for the periods that Lender reasonably requires. The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's approval, which shall not be unreasonably withheld or delayed. If Borrower fails to maintain coverage described above, Lender may, at Lender's option, obtain coverage to protect Lender's rights in the Property in accordance with paragraph 5. All insurance policies and renewals shall be reasonably acceptable to Lender and shall include a standard mortgage clause. If Lender requires, Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. If under paragraph 15 the Property is acquired by Lender, Borrower's right to any insurance policies and proceeds resulting from damage to the Property prior to the acquisition shall pass to Lender to the extent of the sums secured by this Mortgage immediately prior to the acquisition. 4. PROTECTION OF THE PROPERTY. Borrower shall not destroy or damage the Property or commit waste on the Property. Borrower shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in forfeiture of the Property or otherwise materially impair the lien created by this Mortgage or Lender's security interest. Borrower may cure such a default and reinstate, as provided in paragraph 13, by causing the action or proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Borrower's interest in the Property or other material impairment of the lien created by this Mortgage or Lender's security interest. Borrower shall also be in default if Borrower gave materially false or inaccurate information or statements to Lender in connection with the loan evidenced by the Note. 5. PROTECTION OF LENDER'S RIGHTS IN THE PROPERTY. If Borrower fails • SJR-245249v4 MU205-29 I-2 DRAFT 4.15.2004 • toerform the covenants and agreements contained in this Mortgage, or there is a legal p � proceeding that may significantly affect Lender's rights in the Property(such as a proceeding in bankruptcy, condemnation or forfeiture), Lender may do and pay for whatever is necessary to protect the value of the Property and Lender's rights in the Property. Lender's actions may include paying any sums secured by a lien which has priority over this Mortgage, appearing in court, paying reasonable attorneys fees and entering on the Property to make repairs. Although Lender may take action under this paragraph 5, Lender is not required to do so. Any amounts disbursed by Lender under this paragraph 5 shall become additional debt of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, these amounts shall bear interest from the date of disbursement at a rate equal to the interest rate on the Note and shall be payable, with interest, upon notice from Lender to Borrower requesting payment. 6. INSPECTION. Lender or its agent may make reasonable entries upon and inspections of the Property. 7. CONDEMNATION. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of any part of the Property, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to Lender. • In the event of a total taking of the Property, the proceeds shall be applied to the sums secured by this Mortgage, whether or not then due, with any excess paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is equal to or greater than the amount of the sums secured by this Mortgage immediately before the taking, unless Borrower and Lender otherwise agree in writing, the sums secured by this Mortgage shall be reduced by the amount of the proceeds multiplied by the following fraction: (a) the total amount of the sums secured immediately before the taking, divided by (b) the fair market value of the Property immediately before the taking. Any remaining balance shall be paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is less than the amount of the sums secured immediately before the taking, unless Borrower and Lender otherwise agree in writing or unless applicable law otherwise provides, the proceeds shall be applied to the sums secured by this Mortgage whether or not the sums are then due. 8. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy. 9. SUCCESSORS AND ASSIGNS BOUND. The covenants and agreements of this Mortgage shall bind and benefit the successors and assigns of Lender and Borrower. • SJR-245249v4 MU205-29 I-3 DRAFT 4.15.2004 4110 10. LOAN CHARGES. If the loan secured by gthis Mortgage e is or becomes subject to g J a law which sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment under the Note. 11. NOTICES. Any notice to Borrower provided for in this Mortgage shall be given by delivering it personally or by mailing it by first class United States mail, postage prepaid, return receipt requested. The notice shall be directed to the Borrower at Pro Craft Development, LLC, 102 Bridgewater Drive, Vadnais Heights, MN 55127, ATTN: Jim Melcher, or any other address Borrower designates by notice to Lender. Any notice to Lender shall be given by delivering it personally or by mailing it by first class United States mail, postage prepaid, return receipt requested. The notice shall be directed to the Lender at Mounds View Economic Development Authority, 2401 Highway 10, ounds View, MN 55112, Attn: EDA Secretary, or any other address Lender designates by notice to Borrower. Any notice provided for in this Mortgage shall be deemed to have been given to Borrower or Lender when given as provided in this paragraph. III12. GOVERNING LAW; SEVERABILITY. This Mortgage shall be governed by the laws of the state of Minnesota. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting provision. To this end, the provisions of this Mortgage and the Note are declared to be severable. 13. BORROWER'S RIGHT TO REINSTATE. If Borrower meets certain conditions, Borrower shall have the right to have enforcement of this Mortgage discontinued at any time prior to the earlier of: (a) 5 days before sale of the Property pursuant to any power of sale contained in this Mortgage; or (b) entry of a judgment enforcing this Mortgage. Those conditions are that Borrower: (a) pays Lender all sums which then would be due under this Mortgage and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Mortgage, including, but not limited to, reasonable attorneys fees; and (d) takes such action as Lender may reasonably require to assure that the lien of this Mortgage, Lender's rights in the Property and Borrower's obligation to pay the sums secured by this Mortgage shall continue unchanged. Upon reinstatement by Borrower, this Mortgage and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. 14. HAZARDOUS SUBSTANCES. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any hazardous substances on or in the Property, except those • SJR-245249v4 MU205-29 I-4 DRAFT 4.15.2004 • solvents, oils, cleaning materials, and other substances as are used in the ordinary course of Borrower's business. Borrower shall not do, and will use its best efforts not to allow anyone else to do, anything affecting the Property that is in violation of any environmental law. Borrower shall promptly give Lender written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any hazardous substance or environmental law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any hazardous substance affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with that environmental law. As used in this paragraph 14, "hazardous substances" are those substances defined as toxic or hazardous substances by environmental law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in this paragraph 14, "environmental law"means federal or state laws that relate to environmental protection. 15. ACCELERATION; REMEDIES. Lender shall give notice to Borrower prior to acceleration following Borrower's breach of any covenant or agreement in this Mortgage. The 40 notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date the notice is given to Borrower by which the default must be cured, provided, however, if Borrower is diligently pursuing a cure, Borrower shall have such additional time as is reasonably necessary to complete the cure; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Mortgage and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and sale. If the default is not cured on or before the date specified in the notice, Lender at its option may require immediate payment in full of any sums secured by this Mortgage without further demand and may invoke the power of sale and any other remedies permitted by law. Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this paragraph 15, including, but not limited to, reasonable attorneys fees. If Lender invokes the power of sale, Lender shall cause a copy of a notice of sale to be served upon any person in possession of the Property. Lender shall publish a notice of sale, and the Property shall be sold at public auction in the mariner prescribed by law. Lender or its designee may purchase the Property at any sale. The proceeds of the sale shall be applied in the following order: (a) to all expenses of the sale, including, but not limited to, reasonable attorneys fees; (b) to all sums secured by this Mortgage; and(c) any excess to the person or persons legally entitled to it. 16. RELEASE OF MORTGAGE. Upon payment of all sums secured by this • SJR-245249v4 NRJ205-29 1-5 4 DRAFT 4.15.2004 • Mortgage, Lender shall discharge this Mortgage without charge to Borrower. Borrower shall pay any recordation costs. 111 • SJR-245249v4 MU205-29 I-6 DRAFT 4.15.2004 I PRO CRAFT DEVELOPMENT,LLC By: Jim Melcher Its: STATE OF MINNESOTA ) ) SS. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2004,by Jim Melcher, the of Pro Craft Development, LLC, a limited liability company under the laws of the State of Minnesota, on behalf 0 of the company. Notary Public This document drafted by: KENNEDY& GRAVEN, CHARTERED (SJR) 470 Pillsbury Center Minneapolis, MN 55402 (612) 337-9300 0 SJR-245249v4 MU205-29 I-7 Draft 4- 4.15.2004 • EXHIBIT A TO MORTGAGE LEGAL DESCRIPTION Lots 34, 36 and 37, KNOLL WOOD PARK, and Lot 35, KNOLL WOOD PARK, except the North 150 feet thereof according to the recorded plat thereof Ramsey County, Minnesota. • SJR-245249v4 MU205-29 I-8 Draft 4.15.2004 • EXHIBIT B TO MORTGAGE PERMITTED ENCUMBRANCES 1. 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This is not just a stadium proposal.The stadium is one component in a much broader proposal that would leverage the stadium for a multi-faceted development to create quality jobs, enhance economic growth, and build a diversified tax base needed in the northern suburbs. This is the biggest development opportunity Anoka County has ever seen. The project is anticipated to produce 3,000 construction jobs and 3,000 permanent jobs,and increase the market value on the development site by as much as four fold. In 2001,Anoka County launched an economic development initiative to help attract"signature" developments that are positive focal points in the community--comparable to the National Sports Center,Medtronic World Headquarters,and Tournament Players Club of the Twin Cities. The Vikings stadium opportunity presented itself in 2002 and became part of the county's overall economic development effort. What's included in the Anoka County/Blaine proposal? The Preserve at Rice Creek The 740-acre master plan development called"The Preserve at Rice Creek"would include retail, corporate offices,housing,a regional medical center and 240 acres of preserved wetland,with the anchor being the stadium complex. The consultant on the project,Hammes Sports Co. out of Madison,Wisconsin,has experience creating similar stadium developments at Lambeau Field in Green Bay and Ford Field in Detroit,among 4110 others. Many developers are expressing interest in participating in the various elements of this master plan development. The stadium complex The stadium structure itself would include the Vikings corporate headquarters and training facilities, a Vikings hall of fame,Vikings-themed retail dining and entertainment,a business-class hotel and conference center, and a regional medical facility.The idea is to maximize use of the stadium structure and create a year-round regional entertainment destination. Along with the nearby National Sports Center and Tournament Players Club of the Twin Cities,a Vikings stadium development would brand Anoka County as the upper Midwest region's hub for professional and amateur sports tourism. Why can't we just keep using the'Metrodome? The Metrodome,built in 1982,was the last combined football and baseball stadium built in the country. New generation stadiums have far exceeded the quality and revenue-generating opportunities of the Metrodome. While the Vikings are,by far,Minnesota's most-watched sports team on TV,are sold out every game,and have a long waiting list for season tickets, the Vikings rank near the bottom of the list in team revenue generated—30th out of 32 NFL teams nationwide.This is a direct result of the minimal revenue-producing opportunities the Metrodome offers.The Metrodome's narrow concourses only allow for basic concessions and merchandise sales,and there is no club seating,limited suites,and few sponsorship opportunities. • Page 1 Continuously updated version of this document available online at ; r!myi Mp SOLA p www.AnokaCounty.us/stadiumlk I� 4 W"'"' c UN74 Wednesday,April 14,2004 Remodeling the Metrodome has been discussed and determined to be too costly considering that the end result would still be a stadium with physical constraints that would not meet the needs of either sport. It's clear the Vikings and Twins will not play in the Metrodome for much longer. The Sports • Facilities Commission has stated that they anticipate the Metrodome will likely no longer exist within 10 years. How much would the stadium cost? The cost of a new NFL fixed-roof domed stadium is approximately$645 million,using the Detroit • Lions Ford Field as a model. Stadiums are massive structures that are not cheap to build.That's why Anoka County has designed a facility that will incorporate many other non-football uses and year-round economic activity. How would the stadium be paid for? Governor Pawlenty has announced a stadium financing plan in which cost of the stadium would be shared equally among team owners,the State of Minnesota,and the host community.Anoka County/Blaine supports the Governor's financing plan. How would Anoka County/Blaine pay for its share of building a stadium? At current interest rates,Anoka County would need to generate approximately$15—$20 million per year over the life of the bonds for its 1/3 share of the cost ($215 million).The Anoka County/Blaine stadium proposal lists a menu of options for financing that local share,possibly including from among the following: Up to a 0.75% county-wide sales tax* • Up to a 5.00% county-wide food and beverage tax Lodging tax county-wide Stadium parking tax Ticket tax These sources of funding require state legislative approval. County-wide property taxes are not a part of the mix. Local sales taxes are commonly used by Minnesota communities to finance projects,including civic centers,arenas and convention centers.Approximately 1/3 of all state taxable sales are currently subject to a local option sales tax. At present, 14 Minnesota communities have a local option sales tax of either 1.0% or 0.5%,and 14 others have the authority for such a tax but have not yet implemented it. Several more communities are requesting the authority for a local option sales tax at the legislature this year. *Approximately$18 million would be collected from a county-wide 0.75%sales tax,of which it is assumed by state analysts approximately 75%would be collected from sales to people who live inside the county and 25%would be collected from people who live outside the county.So a 0.75%county-wide sales tax would collect an anticipated,$13.5 million from county residents,divided by 300,000 residents, equals an average of,$45 per person. But how much each person would actually payfor this tax depends on how much each person spends in a year on taxable items. Will my property taxes be increased? Not as a result of the stadium project. County-wide property taxes are not being considered as a funding source for the stadium project. • Page 2 Continuously updated version of this document available online at " 7211 rw www.AnokaCounty.us/stadium „ ►:�;� nripKn Wednesday,April 14,2004 COUNTY How will this project affect property values? If Lambeau Field in Green Bay,Wisconsin and Ford Field in Detroit,Michigan are any guide, this S project will enhance property values. The Anoka County/Blaine proposal is a multi-faceted development that would enhance the area and bring needed amenities,including retail,medical,hospitality, and entertainment,as well as wetland preservation that will include trails and boardwalks. Aren't stadiums a waste of public money? The 2001 NCAA Final Four basketball tournament held at the Metrodome brought as much money into the state in one weekend as the $60 million the Metrodome cost to build. Since 1982,the Metrodome has contributed hundreds of millions of dollars to the state's economy. Wouldn't this take money away from education and health care? Professional sports stadiums add millions of dollars to the state general fund for education, transportation, health care,and other priorities as a result of income taxes on staff and players salaries, sales taxes collected at the stadium and at hotels,restaurants, etc., and income and sales taxes collected from spin-off business activity indirectly related to the stadium. Why should government pay for any part of a stadium? Stadiums in Minnesota have typically included a combination of private and public funds. The proposed Vikings stadium would be much more than just a place for the Vikings to play 10 games a year. Unlike other corporate buildings, domed stadiums are a community gathering place that have public value. They are a venue to attract other premier sports and non-sports related events. The Anoka County/Blaine proposal would create a regional destination location for professional and amateur sports and tourism. In addition, the Governor's proposal requires that owners share proportionately with the state and host community any increase in the value of the franchise resulting from a new stadium,if the team is sold. Will the citizens of Anoka County vote on the stadium issue? The Governor's original proposal allows, but does not require,a host community to conduct a voter referendum to authorize local taxes. There are no plans to hold a referendum on the issue in Anoka County. As elected officials, the Anoka County Board and Blaine City Council have passed resolutions supporting the stadium proposal. Why is a new stadium needed now? The Vikings lease with the Metrodome expires in 2011. Even starting now, the process of final site selection,land acquisition,project design, financing and construction may well take until then. Other communities are vying for the NFL's pool of money set aside to help fund construction of new stadiums (called "G-3"). Those funds may not be available to the Vikings if a decision isn't made this year. This proposal offers the best opportunity for the state to not only keep the Vikings in Minnesota, but also create a professional and amateur sports and tourism destination. Interest rates are at an all-time low, so bonding to pay for the stadium costs less. Construction costs are increasing so the stadium won't get any cheaper to build later. • Page 3 Continuously updated version of this document mailable online at a www.AnokaCounty.us/stadium 1 1 1MS:A vAM" COUNTY ANo�ca Wednesday,April 14,2004 Where would the stadium be located? The stadium site in Blaine is conveniently located two miles north of the I-35W/U.S. Hwy. 10 • interchange,just 15-20 minutes from both Minneapolis and St. Paul. The site is bounded by I-35W to the south,Lexington Avenue to the east, 109th Avenue to the north,and Naples Street to the west. Immediate freeway access is important for a stadium project. Anoka County chose this site from three sites put forward by Blaine, Lino Lakes and Columbus Township, based on an independent market analysis to determine which one would provide the greatest economic return for the community. What about traffic and congestion? -The Anoka County/Blaine site is easily accessible from I-35W at 95th Avenue, I-35W at Lexington Avenue,and from Highway 10 via Hwy. 65. The stadium will have 22,900 on-site parking stalls and 5,818 off-site parking stalls --plenty of room for tailgating! Plans also call for MTC express bus service and shuttle buses from existing park and ride lots. It is anticipated that minimal road and intersection improvements will accommodate game-day traffic flow. If other major development projects, such as the Metrodome and the Mall of America are any guide,this project will likely spur other needed road improvements over time. Would the stadium have a roof? Yes. To be economically feasible, a stadium must be usable for events throughout the year for events other than football. Given Minnesota's climate, a roof is necessary. How can I get involved and express my views on the stadium project? • Some ways to make your opinion known: • Send an email to county officials via the county web site at www.anokacounty.us/stadium;Write a letter-to-the-editor expressing your views on the project; • Call or write the Governor and your legislators. To find contact information for your local legislators,go to http://maps.commissions.leg.state.mn.us/website/districts • Talk to your family, friends, neighbors and co-workers. A concerted community effort is the only way this project will become a reality. Page 4 Continuously updated version of this document available online at -��; nntsorn AikAk www.AnokaCounty.us/stadium �3 i,`i� 14""', �voxn Wednesday,April 14,2004 COUNTY '''. 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