HomeMy WebLinkAbout06-25-2018CITY OF MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY MEETING AGENDA
MOUNDS VIEW CITY HALL
Monday, June 25, 2018
6:00 p.m.
1. CALL TO ORDER
2. ROLL CALL: President Mueller, Vice President Gunn, Commissioner Hull,
Commissioner Meehlhause, Commissioner Bergeron
3. APPROVAL OF AGENDA
4. PUBLIC INPUT:
Citizens may speak to issues not on tonight’s agenda. Before speaking, please
give your full name and address for the minutes. Also, please limit your
comments to three minutes.
5. CONSENT AGENDA
A. Approval of Minutes: June 11, 2018
6. EDA BUSINESS
A. A. Continue Public Hearing: 18-EDA-313 A Resolution Approving Purchase
and Development Agreement and Conveyance of Property Located In Mounds View,
Minnesota
B. 18-EDA-312 A Resolution Approving Contract for Private Development and
Issuance of Tax Increment Note
7. REPORTS
8. NEXT EDA MEETING: July 9, 2018
9. ADJOURNMENT
PROCEEDINGS OF THE MOUNDS VIEW EDA 1
CITY OF MOUNDS VIEW 2
RAMSEY COUNTY, MINNESOTA 3
4
Regular Meeting 5
June 11, 2018 6
Mounds View City Hall 7
2401 County Road 10, Mounds View, MN 55112 8
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1. CALL MEETING TO ORDER 11
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President Mueller called the meeting to order at 6:00 p.m. 13
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2. ROLL CALL: President Mueller, Vice President Gunn, Commissioner Bergeron 15
Commissioner Meehlhause, and Executive Director Zikmund. 16
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NOT PRESENT: Commissioner Hull. 18
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3. APPROVAL OF AGENDA 20
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MOTION/SECOND: Gunn/Meehlhause. To Approve the June 11, 2018, Agenda as presented. 22
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Ayes – 4 Nays – 0 Motion carried. 24
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4. PUBLIC INPUT 26
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None. 28
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5. CONSENT AGENDA 30
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A. April 9, 2018, EDA Minutes. 32
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MOTION/SECOND: Bergeron/Meehlhause. To Approve the Consent Agenda as presented. 34
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Ayes – 4 Nays – 0 Motion carried. 36
37
6. EDA BUSINESS 38
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A. Resolution 18-EDA-311, Consider Amending Business Tool Box. 40
41
Business Development Coordinator Beeman requested the EDA consider amending the Business 42
Tool Box. He commented on the EDC’s goals for the City, one of which was to fill vacant 43
spaces in Mounds View. He discussed the current Business Tool Box and noted updates were 44
needed to assist in incentivizing new businesses to move into the community. He reviewed the 45
Mounds View EDA June 11, 2018
Regular Meeting Page 2
proposed changes being made to the document as suggested by the EDC noting the title has been 1
amended to Business Growth Tool Box. 2
3
Commissioner Gunn requested the TIF District language be amended stating the number of 4
districts did not need to be listed as this was subject to change. 5
6
EDA consensus was to remove the last sentence that addressed the number of TIF Districts. 7
8
President Mueller thanked staff for reviewing this document and providing an overview on the 9
proposed changes. 10
11
MOTION/SECOND: Meehlhause/Gunn. To Waive the Reading and Adopt Resolution 18-12
EDA-311, Amending the Business Growth Tool Box. 13
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Ayes – 4 Nays – 0 Motion carried. 15
16
B. Public Hearing: Resolution 18-EDA-313 a Resolution Approving Purchase 17
and Development Agreement and Conveyance of Property located in Mounds 18
View, Minnesota. 19
20
Business Development Coordinator Beeman explained the applicant did not have an adequate 21
amount of time to review the documentation for this item. For this reason, staff requested the 22
EDA open the public hearing, take public comment and continue the Public Hearing to the June 23
25, 2018 EDA meeting. 24
25
President Mueller opened the public hearing at 6:16 p.m. 26
27
MOTION/SECOND: Meehlhause/Bergeron. To Continue the Public Hearing for Resolution 18-28
EDA-313, a Resolution Approving Purchase and Development Agreement and Conveyance of 29
Property located in Mounds View, Minnesota to the Monday, June 25, 2018 EDA meeting at 30
6:00 p.m. 31
32
Ayes – 4 Nays – 0 Motion carried. 33
34
C. Resolution 18-EDA-312 a Resolution Approving Contract for Private 35
Development and Issuance of Tax Increment Note. 36
37
Business Development Coordinator Beeman explained documentation for this item was not 38
complete and this item could not move forward. For this reason, staff requested the EDA 39
continue this item to the June 25, 2018 EDA meeting. 40
41
MOTION/SECOND: Gunn/Meehlhause. To Postpone action on Resolution 18-EDA-312, a 42
Mounds View EDA June 11, 2018
Regular Meeting Page 3
Resolution Approving Contract for Private Development and Issuance of Tax Increment Note to 1
the Monday, June 25, 2018 EDA meeting at 6:00 p.m. 2
3
Ayes – 4 Nays – 0 Motion carried. 4
5
7. REPORTS 6
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Commissioner Meehlhause reported the next North Metro Business Council meeting would be 8
held on Wednesday, June 13th at 7:30 a.m. at the Mermaid Event Center. 9
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8. NEXT EDA MEETING: Monday, June 25, 2018 at 6:00 p.m. 11
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9. ADJOURNMENT 13
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President Mueller adjourned the meeting at 6:22 p.m. 15
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Respectfully submitted, 17
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Recorded and transcribed by: 20
Heidi Guenther 21
TimeSaver Off Site Secretarial, Inc. 22
Item No: 06A
Meeting Date: June 25, 2018
Type of Business: EDA Business
City of Mounds View Staff Report
To: Economic Development Authority
From: Brian Beeman, Business Development Coordinator
Item Title/Subject: Resolution 18-EDA-313 A Resolution Approving Purchase and
Development Agreement and Conveyance of Property Located In
Mounds View, Minnesota
Background:
MWF Properties is exercising their Option Agreement to acquire two tax forfeiture properties for their
60 unit, three story with underground parking, affordable housing project. Pursuant to the Option
Agreement, the Developer is required to also enter into the purchase and development agreement
outlining the terms and conditions of the developer’s acquisition of the property from the EDA and
the platting. The EDA is cooperating with MWF Properties to acquire two tax forfeiture properties for
the proposed 60 unit, three story with underground parking, affordable housing project. The EDA is
establishing certain minimum criteria as conditions required in order to execute the purchase
agreement and development agreement in order to make the development feasible.
Discussion:
MWF Properties DBA “Boulevard Apartments, Limited Partnership” is proposing to construct 60
units of workforce housing. The purchase and development agreement is a requirement outlining
the terms and conditions between the EDA and Boulevard. The City Attorney will be available for
questions if needed.
Recommendation:
Continue the Public Hearing to hear resident comments. Close Public Hearing and consider
approval of Resolution 18-EDA-313 by motion.
Respectfully submitted,
__________________________
Brian Beeman
Attachments:
1) 18-EDA-313 A Resolution Approving Purchase and Development Agreement and
Conveyance of Property Located In Mounds View, Minnesota
2) Purchase and Development Agreement
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526444v2 DTA MU205-47
EDA RESOLUTION 18-EDA-313
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION APPROVING PURCHASE AND
DEVELOPMENT AGREEMENT AND CONVEYANCE OF
PROPERTY LOCATED IN MOUNDS VIEW, MINNESOTA
BE IT RESOLVED by the Board of Commissioners (“Board”) of the Economic
Development Authority of Mounds View, Minnesota (the “Authority”) as follows:
Section 1. Recitals.
1.01. The Authority is authorized pursuant to Minnesota Statutes, Sections 469.090 to
469.1081 (the “EDA Act”), to acquire and convey real property and to undertake certain
activities to facilitate the development of real property by private enterprise.
1.02. The Authority has initiated the acquisition of certain real property in the city of
Mounds View (the “City”), legally described in the attached Exhibit A (the “Property”), from
Ramsey County and pursuant to that certain Real Estate Option Agreement between the Authority
and Boulevard Apartments, Limited Partnership (the “Buyer”), entered into on or about February
26, 2018.
1.03. To facilitate development of the Property, the Authority proposes to also enter into a
Purchase and Development Agreement (the “Contract”) between the Authority and the Buyer,
under which, among other things, the Authority will convey the Property to the Buyer to construct a
60-unit multi-family affordable housing complex, subject to certain terms and conditions.
1.04. The Authority has, on June 11, 2018 and in accordance with Minnesota Statutes,
Section 469.105, conducted a duly noticed public hearing regarding the sale of the Property to
Buyer, at which all interested persons were given an opportunity to be heard.
1.05. The Authority finds and determines that conveyance of the Property to the Buyer is
in the public interest and will further the objectives of its general plan of economic development,
because it will provide an opportunity for increased housing opportunities in the City and serve as
an impetus for further development.
1.06. The Board has reviewed the Contract and finds that the execution thereof by the
Authority and performance of the obligations thereunder are in the best interest of the Authority, the
City and its residents.
Section 2. Authorization.
2.01. The recitals set forth in this Resolution are incorporated into and made a part of this
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Resolution.
2.02. The Board hereby approves the Contract in substantially the form presented to the
Board, including the conveyance of the Property to Buyer under the terms and conditions of the
Contract, and further subject to the following: (a) modifications that do not alter the substance of the
transaction and that are approved by the President, the Executive Director, and the Authority’s
attorney; and (b) final approval by the Authority’s attorney of a separate Declaration of Access
Easement related, in part, to the Property.
2.03. The proper Authority officials, staff and consultants are authorized to execute the
Contract and take any and all other steps necessary or convenient in order to carry out the
obligations under the Contract, as well as to fulfill the intent of this Resolution.
Adopted on the 11th day of June, 2018.
_________________________________
Attest: Carol A. Mueller, President
________________________________
Nyle Zikmund, Executive Director
(SEAL)
A-1
EXHIBIT A
Legal Description of the Property
PID: 06-30-23-31-0031
Parcel 1. Lot 50, except that part which lies Southwesterly of a line run parallel with and distant
100 feet Northeasterly of the Southwesterly boundary of said Lot 50, also except that part
described as follows:
Commencing at the Northwest corner of said Lot 50; thence East 7 feet along the
North line of said Lot 50; thence Southerly 100 feet to a point of intersection on the
West line of said Lot 50; thence North along said West line of said Lot 50 to the
point of commencement; Auditor's Subdivision No. 89, Ramsey Co., Minn. The
said excepted part of the above described property, the Southwesterly 100 feet has
been taken by the State of Minnesota for public Highway purposes.
Parcel 2. All that part of Lot 32, Auditor's Subdivision No. 89, Ramsey Co., Minn., described as
follows, to-wit: Commencing at a point on the West line of Lot 50, Auditor's Subdivision No. 89,
which point is 100 feet South of the Northwest corner of said Lot 50; thence South to a line 100
feet Northeasterly from and parallel with the Southerly line of Lot 32; thence Northwesterly on
said parallel line 32 feet; thence Northeasterly to the point of beginning.
and,
PID: 06-30-23-31-0241
The South 135.00 feet, front and rear, of Lot 47, Auditor's Subdivision No. 89, lying westerly of
the East 187.00 feet.
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PURCHASE AND DEVELOPMENT AGREEMENT
This Purchase and Development Agreement (the “Agreement”) is made and entered into
this ___ day of June, 2018, by and between the Economic Development Authority of Mounds View,
a public body corporate and politic under the laws of Minnesota, having its principal office at 2401
Mounds View Boulevard, Mounds View, Minnesota 55112 (the “Authority”) and Boulevard
Apartments, Limited Partnership, a Minnesota limited partnership, having its principal office at
7645 Lyndale Avenue South, Minneapolis, Minnesota 55423 (the “Developer”).
WITNESSETH:
WHEREAS, the Authority has initiated efforts to acquire that certain real property legally
described in Exhibit A attached hereto (the “Property) for the sole purpose of conveying it to the
Developer and consistent with all the terms, conditions and requirements of that certain Real Estate
Option Agreement (the “Option Agreement”) entered into by the parties on or about February
26, 2018; and
WHEREAS, the Developer has identified the Property and adjacent land as a desired
location to develop a 60-unit affordable housing complex (the “Project”); and
WHEREAS, the Developer has entered into or will enter into that separate Contract for
Private Development (“CPD”) with the Authority containing various requirements with respect
to the Project; and
WHEREAS, pursuant to the Option Agreement, the Developer is required to also enter
into this Agreement, outlining the terms and conditions of the Developer’s acquisition of the
Property from the Authority and the platting thereof; and
WHEREAS, in accordance with the terms and conditions of this Agreement, the Property
shall be conveyed by the Authority pursuant to Minnesota Statutes, section 469.105 for the Project;
and
WHEREAS, the conveyance of the Property by the Authority to the Developer shall be
subject to the following terms and conditions:
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a. The Property sales price is $53,036.25; and
b. The Developer’s full compliance with the terms and conditions of this Agreement
and the CPD (together, the “Development Contracts”).
WHEREAS, the Authority believes that the acquisition and conveyance and development of
the Property and the fulfillment generally of the Development Contracts are in the vital and best
interests of the City of Mounds View (the “City”) and the health, safety, morals, and welfare of its
residents, and in accord with the public purposes and provisions of the applicable state and local
laws and requirements.
NOW, THEREFORE, in consideration of the covenants and the mutual obligations
contained herein, the Authority and the Developer hereby covenant and agree with the other as
follows:
1. 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.
2. Representations by the Authority. The Authority makes the following representations as the
basis for the undertakings on its part herein contained:
a. The Authority is a public body corporate and politic under the laws of Minnesota.
The Authority has the power to enter into this Agreement and carry out its
obligations hereunder.
b. The persons executing this Agreement and related agreements and documents on
behalf of the Authority have the authority to do so and to bind the Authority by their
actions.
c. The Authority has received no notice or communication from any local, State or
federal official that the activities of the Developer or the Authority in relation to the
Project may be or will be in violation of any environmental law or regulation. The
Authority is aware of no facts the existence of which would cause it to be in
violation of any local, State or federal environmental law, regulation or review
procedure.
3. Representations and Warranties by the Developer. The Developer makes the following
representations as the basis for the undertakings on its part herein contained:
a. The Developer is a Minnesota limited partnership, duly organized and in good
standing under the laws of Minnesota and is not in violation of any provisions of its
certificate of limited partnership. The Developer has the power to enter into this
Agreement and carry out its obligations hereunder. The persons executing this
Agreement and related agreements and documents on behalf of the Developer have
the authority to do so and to bind the Developer by their actions.
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b. In the event the Property is conveyed to the Developer, the Developer, or its assigns,
will adhere to the terms and conditions contained in the Development Contracts and
all local, State and federal laws and regulations, including, but not limited to,
environmental, zoning, building code and public health laws.
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 or any restriction or
any evidence 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 represents that there is no business subsidy provided by the
Authority because, although the Developer is purchasing the Property below fair
market value, the sole reason for said discount is the authority prescribed under
Minnesota Statutes, section 282.01, subd. 1a(d).
4. Representations Ongoing. The representations and warranties set forth above shall be
continuing and shall be true and correct as of the Date of Closing, as hereinafter defined,
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.
5. Acquisition/Sale/Conveyance of the Property. In order to facilitate the financial feasibility
of the Project and in consideration of the Developer's fulfillment of its covenants and
obligations under the Development Contracts, and subject to the conditions precedent to
closing outlined herein, the Authority agrees to endeavor to acquire and to sell the Property
to the Developer and the Developer agrees to purchase the Property from the Authority for
Fifty-Three Thousand Thirty-Six Dollars and Twenty-Five Cents ($53,036.25) (the
“Purchase Price”). The Developer has provided the entire Purchase Price to the Authority.
Provided that the Developer complies with the terms and conditions hereof, the Authority
agrees to convey title and possession of the Property to the Developer at the Date of Closing
by quit claim deed in the form attached hereto as Exhibit B (hereinafter the “Property
Deed”). The conveyance of the Property and the Developer's use of the Property shall be
subject to all of the conditions, covenants, restrictions and limitations imposed by the
Development Contracts and the Property Deed. The conveyance of title to the Property and
the Developer's use of the Property shall also be subject to the building and zoning laws and
ordinances and all other City, State and federal laws and regulation, easements and rights of
way.
6. Personal Property Included in Sale. There are no items of personal property or fixtures
owned by the Authority and currently located on the Property for purposes of this sale.
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7. Condition of Title. The Developer understands that the Property is being acquired by the
Authority through the County who had received it through tax forfeiture. Therefore,
there may be title issues that will need to be resolved. The Developer shall obtain the
title evidence determined necessary or desirable to the Developer. In the event that there
are any title issues, the Developer shall be solely responsible for resolving those issues at
its own expense. The Authority shall have no obligation to cure any defects in the title of
the Property.
8. Financing. Before conveyance of the Property by the Authority, the Developer agrees to
submit to the Authority evidence of a commitment for financing which is adequate, in the
Authority’s sole opinion, for the construction of the Minimum Improvements, as defined by
the CPD, and in accordance with section 7.1 of the CPD. If the Authority finds that the
financing is sufficiently committed and adequate in amount to provide for the construction
of said improvements, the Authority shall notify the Developer in writing of its approval.
Such approval shall not be unreasonably withheld. If the Authority rejects the evidence of
financing as inadequate, it shall do so in writing specifying the basis for the rejection and the
Developer shall have 30 days thereafter to submit a commitment for additional or alternate
financing acceptable to the Authority. If the Developer fails to submit a commitment for
financing acceptable to the Authority within said period of time or any additional period to
which the Authority may agree, the Authority may notify the Developer of its failure to
comply with the requirement of this paragraph and may terminate this Agreement at its sole
discretion.
9. Representations.
a. The Authority makes the following representations and disclosures regarding the
Property: None, other than those stated in section 2 of this Agreement.
b. Other than as represented herein by the Authority, the Developer acknowledges that
the Authority makes no representations or warranties as to the condition of the soils
on the Property or its fitness for its intended use and for construction of the
Minimum Improvements or any other purpose for which the Developer may make
use of such property.
c. The Developer acknowledges that it has inspected or has had the opportunity to
inspect the Property and agrees to accept the Property “AS IS” with no right of set
off or reduction in the purchase price. Such sale shall be without representation
of warranties, express or implied, either oral or written, made by the Authority or
any official, employee or agent of the Authority with respect to the physical
condition of the Property, including but not limited to, the existence or absence of
petroleum, hazardous substances, pollutants or contaminants in, on, or under, or
affecting the Property or with respect to the compliance of the Property or its
operation with any laws, ordinances, or regulations of any government or other
body, except as stated above. The Developer acknowledges and agrees that the
Authority has not made and does not make any representations, warranties, or
covenants of any kind or character whatsoever, whether expressed or implied,
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with respect to warranty of income potential, operating expenses, uses,
habitability, tenant ability, or suitability for any purpose, merchantability, or
fitness of the Property for a particular purpose, all of which warranties the
Authority hereby expressly disclaims, except as otherwise expressly stated herein.
The Developer is relying entirely upon information and knowledge obtained from
its own investigation, experience and knowledge obtained from its own
investigation, experience or personal inspection of the Property. The Developer
expressly assumes, at closing, all environmental and other liabilities with respect
to the Property and releases and indemnifies the Authority from same, whether
such liability is imposed by statute or derived from common law including, but
not limited to, liabilities arising under the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), the Hazardous and
Solid Waste Amendments Act, the Resource Conservation and Recovery Act
(“RCRA”), the federal Water Pollution Control Act, the Safe Drinking Water Act,
the Toxic Substances Act, the Superfund Amendments and Reauthorization Act,
the Toxic Substances Control Act and the Hazardous Materials Transportation
Act, all as amended, and all other comparable federal, state or local environmental
conservation or protection laws, rules or regulations. The foregoing assumption
and release shall survive Closing. All statements of fact or disclosures, if any,
made in this Agreement or in connection with this Agreement, do not constitute
warranties or representations of any nature. The foregoing provision shall survive
Closing and shall not be deemed merged into any instrument of conveyance
delivered at Closing.
d. The Authority does not know of any wells on the Property, and will so certify in the
deed conveying the Property to the Developer.
e. The Authority does not know of any underground storage tanks on the Property.
f. The Authority has no knowledge of any individual sewage treatment system on or
serving the Property.
10. Conditions Precedent to Acquisition and Conveyance. Notwithstanding anything herein to
the contrary, the Authority shall not be obligated to endeavor to acquire and convey the
Property to the Developer until the following conditions precedent have been satisfied:
a. The Developer has submitted, in accordance with section 7.1 of the CPD, a
commitment or other evidence of financing which is adequate, in the Authority’s
sole discretion, to fully finance construction of the Minimum Improvements, as
defined in the CPD;
b. The Authority has held a public hearing and fulfilled all requirements of Minnesota
Statutes, section 469.105; and
c. There has been no Event of Default on the part of the Developer which has not
been cured.
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All of the above conditions precedent shall occur within the timeframe established in
section 11 of this Agreement, unless extended by the terms of this Agreement. Any or all
of the above conditions precedent may also be waived by the Authority in its sole
discretion.
11. Closing; Delivery and Recording.
a. Subject to the substantial satisfaction of all of the terms and conditions contained
herein which must be satisfied prior to the Authority's conveyance of the Property to
the Developer, the Authority shall execute and deliver the Property Deed to the
Developer at closing. Closing shall occur on a mutually agreeable date as soon as
reasonably practicable following the Authority’s acquisition of the Property from
Ramsey County (the “Date of Closing”). However, if closing has not occurred by
December 1, 2018, either party may terminate this Agreement by notice to the other
in accordance this Agreement. The Developer shall have possession of the Property
upon closing. Closing shall be at the offices of the Authority, 2401 Mounds View
Boulevard, Mounds View, Minnesota 55112 or such other location to which the
parties may agree. Prior to closing, the Authority shall submit to the Developer a
copy of the Property Deed and other closing documents for review. The Property
Deed shall be in recordable form and shall be recorded among the County land
records.
b. On the Date of Closing, the Developer shall be responsible for and pay:
(1) the cost of recording the Property Deed and this Agreement;
(2) the Developer’s cost to obtain the title evidence determined necessary or
desirable to the Developer, including costs associated with any title
commitment or the premium to obtain a policy of title insurance;
(3) for any documents related to or in connection with the Developer’s financing
of the Property, including but not limited to, recording fees and mortgage
registration tax;
(5) Developer’s title company closing fees, if any;
(6) all of the Developers’ attorney’s fees.
c. On the Date of Closing, the Authority shall be responsible for and pay:
(1) transfer taxes, including State deed tax, to allow the Developer to record the
Property Deed; and
(2) Authority’s title company closing fees, if any.
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d. The Property is tax-forfeited property that has or will be acquired by the
Authority from the County. Therefore, there should not be any delinquent taxes
or special assessments attributable to the Property, however, in the event that
there are any delinquent taxes or special assessments, the Developer shall be
responsible at closing for payment thereof. The Developer shall also be
responsible for taxes payable in the current year. If a special assessment becomes
pending after the date of this Agreement and before the Date of Closing, the
Developer shall assume payment of the pending special assessment without
adjustment to the agreed-upon price of the Property.
e. The Developer shall obtain the title evidence determined necessary or desirable to
the Developer. In the event that there are any title issues, the Developer shall be
responsible for resolving those issues and at its own expense.
12. Platting Requirements.
a. The Developer shall plat the Property consistent with the preliminary plat of
BOULEVARD, approved by the City Council in Resolution No. 8777 (the
“Authorizing Resolution”), on December 11, 2017, subject to the conditions and
requirements contained in the Authorizing Resolution, the Mounds View City
Code, the Development Contracts and state statutes. Subject to the conditions and
requirements contained in the Authorizing Resolution, the Mounds View City
Code, Development Contracts, City Attorney plat opinion, state statutes, and local
ordinances and regulations, the Developer shall finalize the plat of BOULEVARD
and shall cause the final plat of BOULEVARD (the “Plat”) to be recorded with
the Ramsey County Recorder/Registrar of Titles and provide the City of Mounds
View with a reproducible Mylar copy of said plat.
b. Title Work/Consent/Attorney Review. Prior to recording the Plat with Ramsey
County, the Developer shall provide an updated and certified Abstract of Title
and/or Registered Property Abstract as required by Minn. Stat. § 505.03, or in the
alternative, the Developer must provide a Commitment for a Title Insurance Policy
for the Property naming the City as the proposed insured. The above-referenced title
work shall identify any other entity with a legal interest in the Property, including
but not limited to any entity with a mortgage interest, easement interest, etc. Prior to
recording the Plat with Ramsey County, the Developer agrees to provide the
Authority with a signed consent from any other entity with a legal interest in the
Property, including but not limited to any entity with a mortgage interest.
The above-mentioned evidence of title shall also be subject to the review and
approval of the City Attorney to determine what entities must execute the Plat and
other documents to be recorded against the Property. In the event the Developer
provides the City with a Commitment for a Title Insurance Policy, the Developer
shall cause a Title Insurance Policy to be issued consistent with the Commitment for
a Title Insurance Policy provided by the Developer and the requirements of the City
Attorney and with an effective date on which the Plat is recorded. The City will not
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issue any building permits or certificates of occupancy until it is provided with said
Title Insurance Policy. Further, the Developer shall provide the City with evidence,
which sufficiency shall be determined by the City, in its sole discretion, that all
documents required to be recorded pursuant to this Agreement and by the City
Attorney are recorded and all conditions for release of the Plat have been met prior
to the City processing or approving any building permits or other permits applicable
to the development of the Property.
The City Council’s approval of the Plat contemplated by the Authorizing Resolution
and this Agreement is subject to the Developer’s compliance with this section.
c. Additional Requirements. The Developer shall satisfy, complete and abide by all
requirements set forth in the Authorizing Resolution, the City Attorney’s plat
opinion, and all adopted City ordinances and resolutions affecting the Property, all
of which are incorporated herein by reference as if fully set forth in this Agreement.
In addition, the Developer shall adequately address all items as may be directed by
the City Attorney, the City Engineer or others with review and approval authority for
the City.
d. Zoning Issues. The parties acknowledge that the zoning for the Property in the Plat
should be uniform. It is the intent of the Developer and the Authority that the zoning
for the Property be revised, if necessary, such that it meets the end usage associated
with the development of the Property and Plat. The Developer agrees to revise or
correct any zoning issues relative to the Plat, if discovered, and to provide any and
all additional documentation deemed necessary to effectuate such revisions or
corrections for such zoning issues.
e. Plat Clean-up. The parties acknowledge that various potential clean-up issues
associated with the Plat may need to occur. The Developer agrees to undertake,
assist with and resolve such issues as directed by the Authority or the City. The
Developer agrees to cooperate regarding any reasonable requests made subsequent
to the execution of this Agreement to revise or correct any errors in the Plat and to
provide any and all additional documentation deemed necessary by either party to
effectuate such revisions or corrections to the Plat.
f. Permits. In accordance with the CPD, the Developer shall obtain any necessary
permits from the city of Mounds View, the Minnesota Pollution Control Agency, the
Minnesota Department of Natural Resources, the Minnesota Department of Health,
the Minnesota Department of Transportation, the Ramsey County Highway
Department, the Rice Creek Watershed District, and any other agency that may have
jurisdiction over the Property before proceeding with any construction.
g. Property Monumentation. The Developer agrees to install all subdivision
monumentation (permanent) within six (6) months from the date of recording of the
Plat, and shall submit to the City written certification by a licensed land surveyor
that the required monuments have been installed throughout the plat. All
9
518333v9 DTA MU205-47
monuments shall be marked with a steel or fiberglass post to allow for easy location
following their installation.
13. Affordable Housing. The Developer understands that due to its plans to construct affordable
housing on the Property, the purchase price has been significantly discounted for the reasons
provided in that certain Memorandum of Understanding (“MOU”) between the EDA and
Ramsey County. The MOU language is attached hereto as Exhibit C. The Developer
agrees to abide by all of the terms and conditions related to affordability contained in the
MOU and in the CPD including, but not limited to, executing and recording against the
Property a Declaration of Restrictive Covenants, as required by section 4.5 of the CPD.
14. Park Dedication. 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, upon execution of this Agreement. The
cash in lieu of park dedication is estimated to be approximately $36,844.00.
15. Access Easement. The Developer agrees that it will grant access via a Declaration of
Access Easement (the “Access Easement”) across a portion of the Property for the benefit
of the future development of those certain parcels of real property located to the west of
the Property and identified as PIDs: 063023310173, 063023310237, 063023310174,
063023320042, and 063023230044, upon terms and conditions deemed satisfactory to the
Authority. The Developer’s obligations identified in the proceeding sentence shall
survive the termination of this Agreement until the Access Easement is recorded and are
included in this Agreement for the benefit of the City and Ramsey County. No building
permits will be issued for the Project until the Access Easement is recorded.
16. Building/Occupancy Permits. No building permits will be issued for the Project until all
City utilities and services are installed (water, sanitary sewer and storm sewer). No
occupancy permits shall be issued for the Project until the site grading is completed and
approved by the City, all public utilities are tested, approved by the City, and in service,
and all building permit fees are paid in full.
17. Parking and Storage. The Developer agrees to provide adequate parking and storage area
for workers, equipment, construction materials, or other items associated with the Project.
Existing developed public roadways or rights-of-way shall not be utilized for these
purposes except as allowed by the City.
18. Indemnification. Notwithstanding anything to the contrary in this Agreement, the
Authority, its officials, agents, and employees shall not be liable or responsible in any
manner to the Developer, Developer's successors or assigns, the Developer's contractors 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 this Agreement,
except for claims arising out of the gross negligence or willful misconduct of the Authority.
The Developer, and the Developer's successors or assigns, agree to protect, defend and save
10
518333v9 DTA MU205-47
the Authority, and its officials, 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, attorney 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 Authority is entitled under state law or otherwise.
19. Payment of EDA/City Costs. The Developer agrees to reimburse the Authority and the City
its actual costs regarding: (i) preparing and administering this Agreement and all other
documents, permits, and applications related thereto; (ii) processing the plat required by this
Agreement and all other 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, and other undertakings
related thereto. The Developer shall, upon execution of this Agreement, deposit with the
City the amount of $1,500 to be applied to payment of the costs described in this section 19,
provided that if such costs exceed this amount, the Developer shall, upon demand by the
City, pay such additional costs to the City within 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 under the provisions of this section 19, 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. Further, the City may, at its option, as an additional remedy,
recover expenses actually incurred by the City, in the manner provided by Minnesota
Statutes, Section 415.01, 366.011 and 366.012, and the Developer hereby consents to the
levy of such assessments without notice or hearing and waives its rights to appeal such
assessments pursuant to such Minnesota Statutes, provided the amount levied, together with
the funds deposited with the City under this section 19, does not exceed the expenses
actually incurred by the City pursuant to this Agreement.
This section 19 shall survive termination of this Agreement and shall be binding on the
Developer regardless of the enforceability of any other provision of this Agreement.
11
518333v9 DTA MU205-47
20. Events of Default Defined. Each and every one of the following shall be an Event of
Default under this Agreement:
a. Failure by the Authority or the Developer to proceed to closing on the Property after
compliance with or the occurrence of all conditions precedent to closing;
b. If the Developer 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; or
c. Failure by either party to observe or perform any material covenant, condition,
obligation or agreement on its part to be observed or performed under this
Agreement.
d. The limited partner of the Developer shall have the right, but not the obligation, to
cure any Event of Default of the Developer hereunder and such cure shall be deemed
to have been made by the Developer.
21. Remedies on Default. Whenever any Event of Default referred to in section 20 of this
Agreement occurs, the non-defaulting party may take any one or more of the following
actions after providing 30 days’ written notice to the defaulting party of the Event of
Default, but only if the Event of Default has not been cured within said thirty days or, if the
Event of Default is by its nature incurable within 30 days, the defaulting party does not
provide assurances to the non-defaulting party reasonably satisfactory to the non-defaulting
party that the Event of Default will be cured and will be cured as soon as reasonably
possible:
a. Suspend its performance under this Agreement, including refusing to close on the
Property, until it receives assurances from the defaulting party, deemed adequate by
the non-defaulting party, that the defaulting party will cure its default and continue
its performance under this Agreement;
b. Terminate or rescind this Agreement;
c. Take whatever action, including legal or administrative action, which may appear
necessary or desirable to the non-defaulting party to collect any payments due under
this Agreement, or to enforce performance and observance of any obligation,
agreement, or covenant of the defaulting party under this Agreement.
22. No Remedy Exclusive. No remedy herein conferred upon or reserved to the parties is
intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall 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 or the Developer to exercise any remedy reserved to it, it shall not be
12
518333v9 DTA MU205-47
necessary to give notice, other than such notice as may be expressly required otherwise
under this Agreement.
23. 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.
24. Miscellaneous Provisions.
a. The Developer represents to the Authority that the Project and the development of
the Property, the subdivision and the Plat comply with all city, county, state and
federal laws and regulations including, but not limited to: subdivision ordinances,
zoning ordinances and environmental regulations. If the Authority determines
that the subdivision, the Plat, the Project or the development of the Property does
not comply, it may demand that the Developer cease work until there is
compliance.
b. Third parties shall have no recourse against the Authority 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 or any other related
document.
e. 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 Authority 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 Authority’s failure to promptly take
legal action to enforce this Agreement shall not be a waiver or release.
f. Each right, power or remedy herein conferred upon the Authority is cumulative
and in addition to every other right, power or remedy, express or implied, now or
hereafter arising, available to the Authority, 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
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518333v9 DTA MU205-47
order as may be deemed expedient by the Authority and shall not be a waiver of
the right to exercise at any time thereafter any other right, power or remedy.
g. 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.
h. 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.
25. Assignment. The Developer may not assign any of its obligations under this Agreement
without the prior written consent of the Authority.
26. No Additional Waiver Implied by One Waiver. In the event any covenant or agreement
contained in this Agreement should be breached by either party and thereafter waived by the
other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
27. Conflict of Interests; Representatives Not Individually Liable. No officer, official, or
employee of the Authority shall have any personal financial interest, direct or indirect, in
this Agreement, nor shall any such officer, official, or employee participate in any decision
relating to the Agreement which affects his or her personal financial interests, directly or
indirectly. No officer, 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 or for any
amount which may become due or on any obligation under the terms of this Agreement.
28. Provisions Not Merged With Deed. None of the provisions of this Agreement is intended to
or shall be merged by reason of delivery of the Property Deed and the Property Deed shall
not be deemed to affect or impair the provisions and covenants of this Agreement.
29. Agreement to Run with Land; Release. This Agreement may 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. Following the issuance of a certificate of
occupancy, and at the written request of the Developer, a lender or a party purchasing any
portion of the Property, the City agrees to execute a certification in writing releasing the
Property from the Developer’s obligations under this Agreement. Such certification shall
not release the Property from any ongoing obligations regarding the Property.
30. Notices and Demands. Except as otherwise expressly provided in this Agreement, any
notice, demand, or other communication under the Agreement or any related document by
14
518333v9 DTA MU205-47
either party to the other shall be sufficiently given or delivered if it is dispatched by
registered or certified United States mail, postage prepaid, return receipt requested, or
delivered personally to:
(a) in the case of the Authority: 2401 Mounds View Boulevard
Mounds View, MN 55112
Attn: City Administrator
with a copy to: Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South 6th Street
Minneapolis, MN 55402
Attn: Scott J. Riggs
(b) in the case of the Developer: Boulevard Apartments, Limited Partnership
7645 Lyndale Avenue South
Minneapolis, MN 55423
Attn: Chris Stokka
with copies to: Wells Fargo Affordable Housing Community
Development Corporation
MACD1053-170
301 South College Street, 17th Floor
Charlotte, NC 18288
Attn: Director of Tax Credit Asset
Management
and
Winthrop & Weinstine
225 South 6th Street, Suite 3500
Minneapolis, MN 55402
Attn: Jeffrey Koerselman
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 30.
31. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall constitute one and the same instrument.
32. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this
Agreement nor any act by the Authority or the Developer shall be deemed or construed by
the Developer or by any third person to create any relationship of third-party beneficiary,
15
518333v9 DTA MU205-47
principal and agent, limited or general partner, or joint venture between the Authority and
the Developer.
33. Modifications. This Agreement may only be modified through written amendments
hereto executed by both the Authority and the Developer.
34. Titles of Articles and Sections. Any titles of the several parts and sections of this
Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
35. Attorneys’ 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.
36. Governing Law; Venue. This Agreement shall be construed in accordance with the laws
of the State of Minnesota. Any dispute arising from this Agreement shall be heard in the
State or federal courts of Minnesota, and all parties waive any objection to the
jurisdiction thereof, whether based on convenience or otherwise.
37. Additional Documents. The Authority and the Developer agree to cooperate with the
other and their representatives regarding any reasonable requests made subsequent to the
execution of this Agreement to correct any clerical errors in this Agreement and to
provide any and all additional documentation deemed necessary by either party to
effectuate the transaction contemplated by this Agreement.
[remainder of page left intentionally blank]
16
518333v9 DTA MU205-47
IN WITNESS WHEREOF, the Authority and the Developer have caused this Agreement to be duly
executed in their names and behalves on or as of the date first above written.
ECONOMIC DEVELOPMENT
AUTHORITY OF MOUNDS VIEW
By: _________________________________
Carol A. Mueller
President
By: _________________________________
Nyle Zikmund
Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instrument as acknowledged before me this ___ day of June, 2018, by
Carol A. Mueller and Nyle Zikmund, president and executive director, respectively, of the
Economic Development Authority of Mounds View, a public body corporate and politic under the
laws of Minnesota, on behalf of the Economic Development Authority of Mounds View.
____________________________________
Notary Public
17
518333v9 DTA MU205-47
BOULEVARD APARTMENTS, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: Mounds View Group LLC
Its: General Partner
By: ____________________________
Christopher J. Stokka
Its: Chief Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _______________, 2018, by
Christopher J. Stokka, the Chief Manager of Mounds View Group LLC, the general partner of
Boulevard Apartments, Limited Partnership, a Minnesota limited partnership, on behalf of the
Developer.
__________________________________
Notary Public
This instrument was drafted by:
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9300
A-1
518333v9 DTA MU205-47
EXHIBIT A
LEGAL DESCRIPTION
The Property is located in Ramsey County, Minnesota, and is legally described as:
PID: 06-30-23-31-0031
Parcel 1. Lot 50, except that part which lies Southwesterly of a line run parallel with and distant
100 feet Northeasterly of the Southwesterly boundary of said Lot 50, also except that part
described as follows:
Commencing at the Northwest corner of said Lot 50; thence East 7 feet along the
North line of said Lot 50; thence Southerly 100 feet to a point of intersection on the
West line of said Lot 50; thence North along said West line of said Lot 50 to the
point of commencement; Auditor's Subdivision No. 89, Ramsey Co., Minn. The
said excepted part of the above described property, the Southwesterly 100 feet has
been taken by the State of Minnesota for public Highway purposes.
Parcel 2. All that part of Lot 32, Auditor's Subdivision No. 89, Ramsey Co., Minn., described as
follows, to-wit: Commencing at a point on the West line of Lot 50, Auditor's Subdivision No. 89,
which point is 100 feet South of the Northwest corner of said Lot 50; thence South to a line 100
feet Northeasterly from and parallel with the Southerly line of Lot 32; thence Northwesterly on
said parallel line 32 feet; thence Northeasterly to the point of beginning.
and,
PID: 06-30-23-31-0241
The South 135.00 feet, front and rear, of Lot 47, Auditor's Subdivision No. 89, lying westerly of
the East 187.00 feet.
B-1
518333v9 DTA MU205-47
EXHIBIT B
FORM OF QUIT CLAIM DEED
Quit Claim Deed
Deed Tax Due: $___________
ECRV: ___________________
Date: _________ __, 201_
FOR VALUABLE CONSIDERATION, Economic Development Authority of the City of
Mounds View, a public body corporate and politic under the laws of the State of Minnesota,
Grantor, hereby conveys and quitclaims to Boulevard Apartments, Limited Partnership, a limited
partnership under the laws of the State of Minnesota, Grantee, real property in Ramsey County,
Minnesota, described as follows:
[insert legal description]
Check here if part or all of the land is Registered (Torrens)
together with all hereditaments and appurtenances, and subject to easements of record.
Section 1. This deed is subject to that certain Purchase and Development Agreement between
Grantor and Grantee, dated _____________, 2018, recorded _________________, 2018, in the
office of the Ramsey County Registrar of Titles [or County Recorder] as Document
No______________ (the “Agreement’).
The Seller certifies that the Seller does
not know of any wells on the described
real property.
A well disclosure certificate accompanies
this document or has been electronically
filed. (If electronically filed, insert
WDC number: __________________).
I am familiar with the property described
in this instrument and I certify that the
status and number of wells on the
described real property have not
changed since the last previously filed
well disclosure certificate.
ECONOMIC DEVELOPMENT AUTHORITY OF
THE CITY OF MOUNDS VIEW
By ____
Carol A. Mueller
Its President
By
Nyle Zikmund
Its Executive Director
B-2
518333v9 DTA MU205-47
STATE OF MINNESOTA
COUNTY OF RAMSEY
}
ss.:
The foregoing was acknowledged before me this ______ day of __________, 2018, by Carol A.
Mueller and Nyle Zikmund, the President and Executive Director of Economic Development
Authority of the City of Mounds View, a public body corporate and politic under the laws of
Minnesota, on behalf of the public body corporate and politic, Grantor.
________________________________
NOTARY STAMP SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT
This instrument was drafted by:
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9300
Tax Statements should be sent to:
___________________
___________________
___________________
C-1
518333v9 DTA MU205-47
EXHIBIT C
FORM OF MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding
This Memorandum of Understanding (“Memorandum”) is made and entered by and
between the Economic Development Authority of the City of Mounds View, Minnesota (the
“EDA”), and the County of Ramsey (“County” or “Ramsey County”).
Recitals
WHEREAS, the EDA wishes to purchase two tax-forfeited properties located in the
city of Mounds View, PINs: 06-30-23-31-0031 and 06-30-23-31-0241 (the “Property”), for
less than its market value for the purpose of developing multi-family affordable rental
housing of four or more units in partnership with Boulevard Apartments, Limited
Partnership; and
WHEREAS, the EDA can purchase the Property for less than market value only if
the Property will be used for the development of affordable housing; and
WHEREAS, the County is willing to accommodate the City’s request to purchase the
Property on the terms and conditions contained in this Memorandum.
NOW THEREFORE, in consideration of the recitals, and other good and valuable
consideration, and intending to be legally bound, the EDA and County agree as follows:
1. The EDA has provided to the County its specific plans for developing
affordable housing on the Property and the specific law or laws that empower it
to acquire the Property in furtherance of those plans.
2. Identity of the Developer. The EDA identifies Boulevard Apartments, Limited
Partnership as the developer (the “Developer”) of the Property. The EDA
agrees that the Developer meets the requirements for developers set forth in
Section 4.57.60.b.1. of the Ramsey County Administrative Code.
3. The County Assessor has determined that the Property has a market value of
$204,700. In consideration of the Property’s use for affordable housing the
County will sell the Property to the EDA for 25% of its market value, which is
$51,175, plus maintenance costs and recording fees.
4. The EDA agrees to sell or otherwise convey the property for affordable housing
only to a Party who agrees: (1) to rent at least 20% of the Property’s units to
persons or families whose household incomes at the time of their written
application to lease any unit does not exceed 60% of the area median income as
C-2
518333v9 DTA MU205-47
adjusted for family size; and (2) rents for those low income units cannot exceed
30% of 60% of the area median income as adjusted for family size. The Party
may be the Developer, or if the EDA chooses to retain ownership during
development, the Party is the legal entity to which the EDA transfers ownership
of the Property once it first becomes available for rent.
5. If in subsequent years after the Property first becomes available for rent, the
household income for a family increases to more than 80% of the area median
income as adjusted for family size, the Party may convert the rent to “Fair
Market” rent as established by the U.S. Department for Housing and Urban
Development. If this conversion occurs, “Fair Market” rent will continue
even if the household income subsequently decreases below the 80%
threshold.
6. The Party that agrees to accept Section 8 vouchers is deemed to meet income
and rent limit requirements for those housing units for which such Party
accepts vouchers.
7. The Party must abide by the Fair Housing Act in rental decisions. The income
qualification must be satisfied at the time of each written application to lease
any unit in the Property. A yearly certification of low-income rental property
from the Housing Finance Agency as provided in Minnesota Statutes Section
273.128 is required to be provided to the EDA.
8. The Party will continue to qualify even if there is temporary noncompliance
caused by an increase in incomes of existing tenants as long as all vacancies
are filled by qualifying low income renters until the noncompliance is
corrected.
9. Any resale or other conveyance of the Property during the seven (7) years
after the Property first becomes available for rent must be to an owner who
meets the requirements in this Memorandum and Section 4.57.60.b.2. of the
Ramsey County Administrative Code.
10. The EDA will place a Declaration of Restrictive Covenants of record to assure
compliance with the terms of this Memorandum. In the case of non-
compliance with these terms by the Party or a subsequent owner during the
seven-year period, the EDA will, at its discretion, either enforce the Declaration
or require the non-compliant owner to pay for a pro-rated share of the
discounted market value provided by the County for its sale of the property and
the recaptured benefits, as described in Section 4.57.60.b.2 of the Ramsey
County Administrative Code, that are payable to the County within 90 days of
notification of non-compliance. Ramsey County has no obligation to enforce
the Declaration.
C-3
518333v9 DTA MU205-47
IN WITNESS WHEREOF, the EDA and County have executed this Memorandum by its
authorized representatives as of the last date written below (“Effective Date”).
ECONOMIC DEVELOPMENT
AUTHORITY OF THE CITY OF
MOUNDS VIEW, MINNESOTA
By:
Its: Chair or Commissioner
Date:
By:
Its: Executive Director
Date:
COUNTY OF RAMSEY
By:
Jim McDonough, Chair
Board of County Commissioners
By:
Janet M. Guthrie, Chief Clerk
Board of County Commissioners
Date:
Approval recommended:
By:
Christopher A. Samuel
Ramsey County Auditor/Treasurer
Date:
Approved as to form:
Assistant County Attorney
Date:
This instrument was drafted by:
Ramsey County Property Tax, Records and Election Services
Tax Forfeited Land Section
90 Plato Blvd. W.
St. Paul, MN 55107
-Public Notice Ad Proof-
Ad ID: 818413
Copy LIne: EDA Sale of Land
PO Number:
Start: 05/25/18
Stop: 05/25/2018
Total Cost: $65.10
# of Lines: 92
Total Depth: 10.222
# of Inserts: 1
Ad Class: 150
Phone # (763) 691-6000
Email: publicnotice@ecm-inc.com
Rep No: SE700
Date: 05/18/18
Account #: 412607
Customer: CITY OF MOUNDS VIEW
Address: 2401 MOUNDS VIEW BLVD
MOUNDS VIEW
Telephone: (763) 717-4016
Fax: (763) 717-4019
This is the proof of your ad scheduled to run on the dates
indicated below. Please proof read carefully if changes are needed,
please contact us prior to deadline at
Cambridge (763) 691-6000 or email at publicnotice@ecm-inc.com
Ad Proof
Enlarged
Publications:
SF Moundsview/New Brighton
Contract-Gross
CITY OF MOUNDS VIEWNOTICE OF PUBLIC HEARING FOR THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY RELATING TO THE SALE OF LAND
Notice is hereby given that the
Board of Commissioners of the
Mounds View Economic Devel-
opment Authority (the “EDA”) will
hold a public hearing on June 11,
2018 at 6:00 p.m. in the council
chambers at Mounds View City
Hall, 2401 Mounds View Boule-
vard, Mounds View, Minnesota for
the purpose of considering the pro-
posed sale of two parcels of real
property located in Ramsey County
and legally described as follows:
PID: 06-30-23-31-0031
Parcel 1. Lot 50, except that part
which lies Southwesterly of a line
run parallel with and distant 100
feet Northeasterly of the South-
westerly boundary of said Lot 50,
also except that part described as
follows:
Commencing at the Northwest
corner of said Lot 50; thence East
7 feet along the North line of said
Lot 50; thence Southerly 100 feet to
a point of intersection on the West
line of said Lot 50; thence North
along said West line of said Lot 50
to the point of commencement; Au-
ditor’s Subdivision No. 89, Ramsey
Co., Minn. The said excepted part
of the above described property,
the Southwesterly 100 feet has
been taken by the State of Minne-
sota for public Highway purposes.
Parcel 2. All that part of Lot
32, Auditor’s Subdivision No. 89,
Ramsey Co., Minn., described
as follows, to-wit: Commencing
at a point on the West line of Lot
50, Auditor’s Subdivision No. 89,
which point is 100 feet South of
the Northwest corner of said Lot
50; thence South to a line 100 feet
Northeasterly from and parallel with
the Southerly line of Lot 32; thence
Northwesterly on said parallel line
32 feet; thence Northeasterly to the
point of beginning.
and,
PID: 06-30-23-31-0241
The South 135.00 feet, front and
rear, of Lot 47, Auditor’s Subdivi-
sion No. 89, lying westerly of the
East 187.00 feet.
to Boulevard Apartments, Limit-
ed Partnership or an affiliate to be
used as part of a 60-unit affordable
housing complex.
The EDA will consider the sale
of the above-described property
under Minnesota Statutes, Section
469.105. A summary of the terms
and conditions of the land sale is
available for public inspection at
City Hall. At the hearing, the EDA
will meet to decide if the sale is ad-
visable.
Any persons wishing to express
an opinion on the matters to be
considered at the public hearing
will be heard orally or in writing.
Written comments may be provid-
ed prior to the hearing and should
be addressed to: City of Mounds
View EDA, Mounds View City Hall,
2401 Mounds View Boulevard,
Mounds View, Minnesota 55112.
Dated: May 17, 2018.
/s/ Nyle Zikmund
Executive Director
Published in the
Mounds View-New Brtn Sun Focus
May 25, 2018
818413
CITY OF MOUNDS VIEWNOTICE OF PUBLIC HEARING FOR THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY RELATING TO THE SALE OF LANDNotice is hereby given that the Board of Commissioners of the Mounds View Economic Devel-opment Authority (the “EDA”) will hold a public hearing on June 11, 2018 at 6:00 p.m. in the council chambers at Mounds View City Hall, 2401 Mounds View Boule-vard, Mounds View, Minnesota for the purpose of considering the pro-posed sale of two parcels of real property located in Ramsey County and legally described as follows:PID: 06-30-23-31-0031Parcel 1. Lot 50, except that part which lies Southwesterly of a line run parallel with and distant 100 feet Northeasterly of the South-westerly boundary of said Lot 50, also except that part described as follows:Commencing at the Northwest corner of said Lot 50; thence East 7 feet along the North line of said Lot 50; thence Southerly 100 feet to a point of intersection on the West line of said Lot 50; thence North along said West line of said Lot 50 to the point of commencement; Au-ditor’s Subdivision No. 89, Ramsey Co., Minn. The said excepted part of the above described property, the Southwesterly 100 feet has been taken by the State of Minne-sota for public Highway purposes.Parcel 2. All that part of Lot 32, Auditor’s Subdivision No. 89, Ramsey Co., Minn., described as follows, to-wit: Commencing at a point on the West line of Lot 50, Auditor’s Subdivision No. 89, which point is 100 feet South of the Northwest corner of said Lot 50; thence South to a line 100 feet Northeasterly from and parallel with the Southerly line of Lot 32; thence Northwesterly on said parallel line 32 feet; thence Northeasterly to the point of beginning.and,PID: 06-30-23-31-0241The South 135.00 feet, front and rear, of Lot 47, Auditor’s Subdivi-sion No. 89, lying westerly of the East 187.00 feet.to Boulevard Apartments, Limit-ed Partnership or an affiliate to be used as part of a 60-unit affordable housing complex.The EDA will consider the sale of the above-described property under Minnesota Statutes, Section 469.105. A summary of the terms and conditions of the land sale is available for public inspection at City Hall. At the hearing, the EDA will meet to decide if the sale is ad-visable.Any persons wishing to express an opinion on the matters to be considered at the public hearing will be heard orally or in writing.
Written comments may be provid-
ed prior to the hearing and should
be addressed to: City of Mounds
View EDA, Mounds View City Hall,
2401 Mounds View Boulevard,
Mounds View, Minnesota 55112.
Dated: May 17, 2018.
/s/ Nyle Zikmund
Executive Director
Published in the
Mounds View-New Brtn Sun Focus
May 25, 2018
818413
Item No: 06B
Meeting Date: June 25, 2018
Type of Business: EDA Business
City of Mounds View Staff Report
To: Economic Development Authority
From: Brian Beeman, Business Development Coordinator
Item Title/Subject: Resolution 18-EDA-312 A Resolution Approving Contract for Private
Development and Issuance of Tax Increment Note
Background:
The EDA established Tax Increment Financing District No. 1-6 (a housing district) by 18-EDA-308
on March 12, 2018. The EDA is cooperating with MWF Properties in Tax Increment Financing and
has proposed to issue a Tax Increment Revenue Note in the maximum principal amount of
$546,000 to reimburse the developer for certain qualified costs related to the minimum
improvements (the “Qualified Public Development Costs”) TIF district for the proposed 60 unit, three
story with underground parking, affordable housing project. The EDA is establishing certain
minimum criteria as conditions relating to the TIF.
Discussion:
MWF Properties DBA “The Boulevard” is proposing to construct 60 units of workforce housing. The
Contract for Private Development provides the minimum guidelines, standards, and criteria the EDA
is requiring for the financing and development of the project. For example, it defines and specifies
Representations and Warranties, Property Acquisitions & Public Development Costs, Construction
and Maintenance of Minimum Improvements, Insurance, Tax Increment & Taxes, Financing,
Prohibitions Against Assignment and Transfer & Indemnification, Events of Default, and Additional
Provisions. The City Attorney will be available for questions if needed.
Recommendation:
Staff recommends the Authority consider approval of Resolution 18-EDA-312 by motion.
Respectfully submitted,
__________________________
Brian Beeman
Attachments:
1) 18-EDA-312 A Resolution Approving Contract for Private Development and Issuance of Tax
Increment Note
2) Contract for Private Development between EDA & Boulevard Apartments
1
517969v2 JAE MU205-47
EDA RESOLUTION 18-EDA-312
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND
ISSUANCE OF TAX INCREMENT NOTE
WHEREAS, the Mounds View Economic Development Authority (the “Authority”) was created
pursuant to Minnesota Statutes, Sections 469.090 through 469.1082, as amended, and was authorized to
transact business and exercise its powers by a resolution of the City Council of the City of Mounds View,
Minnesota (the “City”); and
WHEREAS, the Authority and the City have undertaken a program to promote economic
development and job opportunities, promote the development and redevelopment of land which is
underutilized within the City, and facilitate the development of affordable housing, and in this connection
created a redevelopment district known as the Mounds View Economic Development Project (the
“Project”) in the City, pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended;
and
WHEREAS, following a duly noticed public hearing held on March 12, 2018 by the City
Council of the City, the Board of Commissioners of the Authority (the “Board”) approved the
modification of the Redevelopment Plan for the Project (the “Redevelopment Plan”) and approved a new
tax increment financing plan (the “TIF Plan”) for Tax Increment Financing District No. 1-6 (a housing
district) (the “TIF District”), pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as
amended (the “TIF Act”), all as described in a plan document presented to this Board; and
WHEREAS, Boulevard Apartments, Limited Partnership, a Minnesota limited partnership (the
“Developer), has proposed to acquire certain property within the TIF District and construct and develop a
three-story, 60-unit workforce rental building, including underground parking and storage (the “Minimum
Improvements”); and
WHEREAS, there has been presented before this Board a Contract for Private Development (the
“Agreement”) proposed to be entered into between the Authority and the Developer setting forth the
terms of the development of the Minimum Improvements; and
WHEREAS, pursuant to the Agreement, the Authority has proposed to issue a Tax Increment
Revenue Note (the “TIF Note”) in the maximum principal amount of $546,000, to reimburse the
Developer for certain qualified costs related to the Minimum Improvements (the “Qualified Public
Development Costs”);
NOW THEREFORE, BE IT RESOLVED by the Mounds View Economic Development
Authority as follows:
1. The Agreement. The Board approves the Agreement in substantially the form on file in
City Hall. The President and Executive Director are hereby authorized and directed to
execute and deliver the Agreement. All of the provisions of Agreement, when executed
and delivered as authorized herein, shall be deemed to be a part of this resolution as fully
and to the same extent as if incorporated verbatim herein and shall be in full force and
2
517969v2 JAE MU205-47
effect from the date of execution and delivery thereof. The Agreement shall be
substantially in the form on file with the Authority which is hereby approved, with such
omissions and insertions as do not materially change the substance thereof, or as the
President and the Executive Director, in their discretion, shall determine, and the
execution thereof by the President and the Executive Director shall be conclusive
evidence of such determination.
2. The TIF Note.
2.01. The Authority hereby approves and authorizes the President and Executive Director to
execute the TIF Note. The Authority hereby delegates to the Executive Director the
determination of the date on which the TIF Note is to be delivered, in accordance with
Section 3.6 of the Agreement.
2.02. The TIF Note shall be in substantially the form set forth in Exhibit B of the Agreement,
with the blanks to be properly filled in and the principal amount and payment schedule
adjusted as of the date of issue:
2.03. The TIF Note shall be issued as a single typewritten note numbered R-1. The TIF Note
shall be issuable only in fully registered form. Principal of the TIF Note shall be payable
by check or draft issued by the registrar described herein. Principal of the TIF Note shall
be payable by mail to the owner of record thereof as of the close of business on the
fifteenth day of the month preceding the Payment Date (as defined in the Agreement),
whether or not such day is a business day.
2.04. The Authority hereby appoints the Executive Director to perform the functions of
registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and
the rights and duties of the Authority and the Registrar with respect thereto shall be as
follows:
(a) The Registrar shall keep at its office a bond register in which the Registrar shall provide
for the registration of ownership of the TIF Note and the registration of transfers and
exchanges of the TIF Note.
(b) Upon surrender for transfer of the TIF Note duly endorsed by the registered owner
thereof or accompanied by a written instrument of transfer, in form reasonably
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, a new
Note of a like aggregate principal amount and maturity, as requested by the transferor.
Notwithstanding the foregoing, the TIF Note shall not be transferred to any person other
than an affiliate, or other related entity, of the Developer unless the Authority has been
provided with an investment letter in a form substantially similar to the investment letter
submitted by the Developer or a certificate of the transferor, in a form satisfactory to the
Authority, that such transfer is exempt from registration and prospectus delivery
requirements of federal and applicable state securities laws. The Registrar may close the
books for registration of any transfer after the fifteenth day of the month preceding each
Payment Date and until such Payment Date.
(c) The TIF Note surrendered upon any transfer shall be promptly cancelled by the Registrar
and thereafter disposed of as directed by the Authority.
3
517969v2 JAE MU205-47
(d) When the TIF Note is presented to the Registrar for transfer, the Registrar may refuse to
transfer the same until it is satisfied that the endorsement on such Note or separate
instrument of transfer is legally authorized. The Registrar shall incur no liability for its
refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(e) The Authority and the Registrar may treat the person in whose name the TIF Note is at
any time registered in the bond register as the absolute owner of the TIF Note, whether
the TIF Note shall be overdue or not, for the purpose of receiving payment of, or on
account of, the principal of such Note and for all other purposes, and all such payments
so made to any such registered owner or upon the owner’s order shall be valid and
effectual to satisfy and discharge the liability of the Authority upon such Note to the
extent of the sum or sums so paid.
(f) For every transfer or exchange of the TIF Note, the Registrar may impose a charge upon
the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other
governmental charge required to be paid with respect to such transfer or exchange.
(g) In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar
shall deliver a new TIF Note of like amount, maturity dates and tenor in exchange and
substitution for and upon cancellation of such mutilated Note or in lieu of and in
substitution for such TIF Note lost, stolen, or destroyed, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case
the TIF Note lost, stolen, or destroyed, upon filing with the Registrar of evidence
satisfactory to it that such TIF Note was lost, stolen, or destroyed, and of the ownership
thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form,
substance, and amount satisfactory to it, in which both the Authority and the Registrar
shall be named as obligees. The TIF Note so surrendered to the Registrar shall be
cancelled by it and evidence of such cancellation shall be given to the Authority. If the
mutilated, lost, stolen, or destroyed TIF Note has already matured or been called for
redemption in accordance with its terms, it shall not be necessary to issue a new TIF Note
prior to payment.
2.05. The TIF Note shall be prepared under the direction of the Executive Director and shall be
executed on behalf of the Authority by the signatures of its President and Executive
Director. In case any officer whose signature shall appear on the TIF Note shall cease to
be such officer before the delivery of the TIF Note, such signature shall nevertheless be
valid and sufficient for all purposes, the same as if such officer had remained in office
until delivery. When the TIF Note has been so executed, it shall be delivered by the
Executive Director to the Developer thereof in accordance with the Agreement.
3. Security Provisions of the TIF Note.
3.01. The Authority hereby pledges to the payment of the principal of the TIF Note all
Available Tax Increment (as defined in the Agreement). Available Tax Increment shall
be applied to payment of the principal of the TIF Note in accordance with the terms of
the form of TIF Note.
3.02. Until the date the TIF Note is no longer outstanding and no principal thereof (to the
extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall
4
517969v2 JAE MU205-47
maintain a separate and special “Bond Fund” to be used for no purpose other than the
payment of the principal of the TIF Note. The Authority irrevocably agrees to
appropriate to the Bond Fund in each year Available Tax Increment, subject to the terms
of the Agreement. Any Available Tax Increment remaining in the Bond Fund shall be
transferred to the Authority’s account for the TIF District upon the payment of all
principal to be paid with respect to the TIF Note.
4. Miscellaneous.
4.01. The officers of the Authority are hereby authorized and directed to prepare and furnish to
the Developer certified copies of all proceedings and records of the Authority, and such
other affidavits, certificates, and information as may be required to show the facts
relating to the legality and marketability of the TIF Note as the same appear from the
books and records under their custody and control or as otherwise known to them, and all
such certified copies, certificates, and affidavits, including any heretofore furnished, shall
be deemed representations of the Authority as to the facts recited therein.
4.02. This resolution shall be effective upon full execution of the Agreement.
Adopted on the 11th day of June, 2018.
Carol A. Mueller, President
Attest:
Nyle Zikmund, Executive Director
(SEAL)
516911v4 JAE MU205-47
Third Draft
June 20, 2018
CONTRACT
FOR
PRIVATE DEVELOPMENT
between
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
and
BOULEVARD APARTMENTS, LIMITED PARTNERSHIP
Dated: ______________, 2018
This document was drafted by:
KENNEDY & GRAVEN, CHARTERED (JAE)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402
Telephone: 612-337-9300
i
516911v4 JAE MU205-47
TABLE OF CONTENTS
Page
PREAMBLE ............................................................................................................................................ 1
ARTICLE I
Definitions
Section 1.1. Definitions .......................................................................................................................... 2
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority ........................................................................................ 5
Section 2.2. Representations and Warranties by the Developer ............................................................. 5
ARTICLE III
Property Acquisition; Public Development Costs
Section 3.1. Status of the Development Property ................................................................................... 7
Section 3.2. Contingencies ...................................................................................................................... 7
Section 3.3. Environmental Conditions .................................................................................................. 7
Section 3.4. Acquisition of Tax-Forfeited Property ................................................................................ 7
Section 3.5. Reserved.............................................................................................................................. 7
Section 3.6. Issuance of Pay-As-You-Go TIF Note ............................................................................... 7
Section 3.7. Payment of Administrative Costs ....................................................................................... 8
Section 3.8. Records ............................................................................................................................... 8
Section 3.9. Purpose of Assistance ......................................................................................................... 9
ARTICLE IV
Construction and Maintenance of Minimum Improvements
Section 4.1. Construction of Improvements ......................................................................................... 10
Section 4.2. Construction Plans ............................................................................................................ 10
Section 4.3. Commencement and Completion of Construction ............................................................ 11
Section 4.4. Certificate of Completion ................................................................................................. 11
Section 4.5. Rental Housing Affordablity Covenants ........................................................................... 11
Section 4.6. Disqualification of TIF District ........................................................................................ 12
Section 4.7. Affordability Housing Reporting ...................................................................................... 12
ARTICLE V
Insurance
Section 5.1. Insurance ........................................................................................................................... 13
Section 5.2. Subordination .................................................................................................................... 14
ii
516911v4 JAE MU205-47
ARTICLE VI
Tax Increment; Taxes
Section 6.1. Right to Collect Delinquent Taxes .................................................................................... 15
Section 6.2. Reduction of Taxes ........................................................................................................... 15
Section 6.3. Qualifications .................................................................................................................... 16
Section 6.4. Minimum Assessment Agreement .................................................................................... 16
ARTICLE VII
Financing
Section 7.1. Mortgage Financing .......................................................................................................... 17
Section 7.2. Authority’s Option to Cure Default on Mortgage ............................................................. 17
Section 7.3. Modification; Subordination ............................................................................................. 17
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Development .................................................................................... 18
Section 8.2. Prohibition Against Developer’s Transfer of Property and Assignment of
Agreement ......................................................................................................................... 18
Section 8.3. Release and Indemnification Covenants ........................................................................... 19
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined ................................................................................................ 20
Section 9.2. Remedies on Default ......................................................................................................... 20
Section 9.3. Termination or Suspension of TIF Note ........................................................................... 21
Section 9.4. No Remedy Exclusive ...................................................................................................... 21
Section 9.5. No Additional Waiver Implied by One Waiver ............................................................... 21
Section 9.6 Attorney Fees .................................................................................................................... 21
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable ........................ 23
Section 10.2. Equal Employment Opportunity ....................................................................................... 23
Section 10.3. Restrictions on Use ........................................................................................................... 23
Section 10.4. Provisions Not Merged With Deed ................................................................................... 23
Section 10.5. Titles of Articles and Sections .......................................................................................... 23
Section 10.6. Notices and Demands ....................................................................................................... 23
Section 10.7. Counterparts ...................................................................................................................... 24
Section 10.8. Recording .......................................................................................................................... 24
Section 10.9. Amendment ....................................................................................................................... 24
Section 10.10. Authority Approvals ......................................................................................................... 24
Section 10.11. Termination ....................................................................................................................... 24
TESTIMONIUM ....................................................................................................................................... S-1
SIGNATURES .......................................................................................................................................... S-1
iii
516911v4 JAE MU205-47
EXHIBIT A DESCRIPTION OF DEVELOPMENT PROPERTY........................................ A-1
EXHIBIT B FORM OF NOTE .............................................................................................. B-1
EXHIBIT C CERTIFICATE OF COMPLETION ................................................................. C-1
EXHIBIT D DECLARATION OF RESTRICTIVE COVENANTS ..................................... D-1
EXHIBIT E FORM OF MINIMUM ASSESSMENT AGREEMENT .................................. E-1
EXHIBIT F INVESTMENT LETTER ................................................................................... F-1
1
516911v4 JAE MU205-47
CONTRACT FOR PRIVATE DEVELOPMENT
THIS CONTRACT FOR PRIVATE DEVELOPMENT, made as of the _____ day of
_____________, 2018 (the “Agreement”), is between the MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of
Minnesota (the “Authority”), and BOULEVARD APARTMENTS, LIMITED PARTNERSHIP, a
Minnesota limited partnership (the “Developer”).
WITNESSETH:
WHEREAS, the Authority was created pursuant to Minnesota Statutes, Sections 469.090 through
469.1082, as amended, and was authorized to transact business and exercise its powers by a resolution
adopted by the City Council of the City of Mounds View, Minnesota (the “City”); and
WHEREAS, the Authority and the City have undertaken a program to promote economic
development and job opportunities, promote the development and redevelopment of land which is
underutilized within the City, and facilitate the development of affordable housing, and in this connection
created a redevelopment project area known as the Mounds View Economic Development Project (the
“Project”) in the City, pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended;
and
WHEREAS, within the Project, the City and the Authority have established Tax Increment
Financing District No. 1-6 (a housing district) (the “TIF District”) and have adopted a financing plan (the
“TIF Plan”) for the TIF District in order to facilitate redevelopment of certain property in the Project and
promote the development of affordable housing within the City, all pursuant to Minnesota Statutes,
Sections 469.174 through 469.1794, as amended; and
WHEREAS, the Developer proposes to acquire certain tax-forfeited property from the Authority
and certain other additional properties within the TIF District and construct and develop a three-story, 60-
unit workforce rental building, including underground parking to be known as the “Boulevard” (the
“Minimum Improvements”); and
WHEREAS, in order to make the Minimum Improvements economically feasible for the
Developer to construct, the Authority is prepared to reimburse the Developer for certain land acquisition
costs, site improvement costs, and costs of constructing housing related to the Minimum Improvements;
and
WHEREAS, the Authority believes that the development of the TIF District pursuant to this
Agreement, and fulfillment generally of this Agreement, are in the vital and best interests of the City and
the health, safety, morals, and welfare of its residents, and in accord with the public purposes and
provisions of the applicable State and local laws and requirements under which the Project has been
undertaken and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties
hereto, each of them does hereby covenant and agree with the other as follows:
2
516911v4 JAE MU205-47
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the
context:
“Additional Property” means the property legally described under the heading “Additional
Property” in EXHIBIT A.
“Administrative Costs” means the costs described in Section 3.6 hereof.
“Agreement” means this Contract for Private Development, as the same may be from time to time
modified, amended, or supplemented.
“Assessment Agreement” means the Minimum Assessment Agreement between the Authority,
the Developer, and the County assessor in substantially the form attached hereto as EXHIBIT E.
“Authority” means the Mounds View Economic Development Authority, a public body corporate
and politic under the laws of the State.
“Authority Representative” means the Executive Director of the Authority.
“Authorizing Resolution” means the resolution of the Authority adopted on March 12, 2018
authorizing the issuance of the TIF Note.
“Available Tax Increment” means, on each Payment Date, ninety percent (90%) of the Tax
Increment attributable to the Development Property and paid to the Authority by the County in the six (6)
months preceding the Payment Date. Available Tax Increment will not include any Tax Increment if, as
of any Payment Date, there is an uncured Event of Default under this Agreement.
“Board” means the Board of Commissioners of the Authority.
“Certificate of Completion” means the certification provided to the Developer pursuant to
Section 4.4 hereof.
“City” means the City of Mounds View, Minnesota.
“Construction Plans” means the plans, specifications, drawings and related documents on the
construction work to be performed by the Developer on the Development Property, including the
Minimum Improvements, which (a) must be as detailed as the plans, specifications, drawings and related
documents which are submitted to the appropriate building officials of the City, and (b) must include at
least the following: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) cross sections of
each floor plan (length and width); (5) elevations (all sides, including a building materials schedule); (6)
landscape and grading plan; and (7) other plans or supplements to the foregoing plans as the City may
reasonably request to allow it to ascertain the nature and quality of the proposed construction work.
“County” means Ramsey County, Minnesota.
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516911v4 JAE MU205-47
“Declaration of Restrictive Covenants” means the Declaration of Restrictive Covenants between
the Authority and the Developer in substantially the form set forth in EXHIBIT D attached hereto.
“Developer” means Boulevard Apartments, Limited Partnership, a Minnesota limited partnership, or
its permitted successors and assigns.
“Development Property” means the real property described in EXHIBIT A attached hereto,
including the Tax-Forfeited Property and the Additional Property.
“EDA Act” means Minnesota Statutes, Sections 469.090 to 469.1082, as amended.
“Event of Default” means an action by the Authority or the Developer listed in Article IX hereof.
“Holder” means the owner of a Mortgage.
“Housing Unit” means the housing units constructed as part of the Minimum Improvements.
“HRA Act” means Minnesota Statutes, Sections 469.001 through 469.047, as amended.
“Lender” means Minnesota Housing Finance Agency.
“Material Change” means a change in construction plans that adversely affects generation of tax
increment or changes the number of Housing Units.
“Maturity Date” means the date that the TIF Note has been paid in full or terminated, whichever
is earlier.
“Minimum Improvements” means construction of a 60 unit, three-story workforce apartment
building to be known as the “Boulevard,” including underground parking and all related improvements to
be completed, owned, and operated by the Developer.
“Minimum Market Value” means $7,800,000.
“Mortgage” means any mortgage made by the Developer which is secured, in whole or in part,
with the Development Property and which is a permitted encumbrance pursuant to the provisions of
Article VII hereof.
“Payment Date” means each February 1 and August 1, commencing August 1, 20___, on which
principal of the TIF Note is paid.
“Project” means the Mounds View Economic Development Project.
“Project Area” means the real property located within the boundaries of the Project.
“Public Development Costs” means land acquisition costs, site preparation costs, including
demolition, costs of soil correction, and infrastructure improvements on the Development Property, costs
of constructing housing, or any other costs eligible to be reimbursed with tax increment.
“Real Estate Option Agreement” means the Real Estate Option Agreement, dated ________,
2018, between the City, the Authority, and the Developer regarding the Developer’s option to purchase
the Tax-Forfeited Property.
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516911v4 JAE MU205-47
“Redevelopment Plan” means the Redevelopment Plan for the Project approved and adopted by
the Authority and the City Council of the City.
“State” means the State of Minnesota.
“Tax-Forfeited Property” means the tax-forfeited parcels to be conveyed from the State to the
County and further conveyed from the County to Authority and legally described under the heading “Tax-
Forfeited Property” in EXHIBIT A.
“Tax Increment” means that portion of the real property taxes which is paid with respect to the
TIF District and which is remitted to the Authority as tax increment pursuant to the Tax Increment Act.
“Tax Increment Act” or “TIF Act” means the Tax Increment Financing Act, Minnesota Statutes,
Sections 469.174 through 469.1794, as amended.
“Tax Increment District” or “TIF District” means Tax Increment Financing District No. 1-6 (a
housing district).
“Tax Increment Plan” or “TIF Plan” means the Tax Increment Financing Plan for Tax Increment
Financing District, as approved March 12, 2018, and as it may be amended from time to time.
“Tax Official” means any County assessor; County auditor; County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court
of the State, or the State Supreme Court.
“Termination Date” means the earliest of (i) on such date (if any) the Authority terminates this
Agreement pursuant to its terms, and (ii) the date upon which all amounts payable on the TIF Note shall
have been paid.
“TIF Note” means a Tax Increment Revenue Note, substantially in the form attached hereto as
EXHIBIT B, to be delivered by the Authority to the Developer pursuant to Section 3.6 hereof.
“Transfer” has the meaning set forth in Section 8.2(a) hereof.
“Unavoidable Delays” means delays beyond the reasonable control of the party seeking to be
excused as a result thereof which are the direct result of strikes, lockouts or 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 Authority in exercising its rights
under this Agreement) which directly result in delays. Unavoidable Delays shall not include delays
experienced by the Developer in obtaining permits or governmental approvals necessary to enable
construction of the Public Improvements by the dates such construction is required under Section 4.3 hereof,
so long as the Construction Plans have been approved in accordance with Section 4.2 hereof.
(The remainder of this page is intentionally left blank.)
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516911v4 JAE MU205-47
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority. The Authority makes the following
representations:
(a) The Authority is an economic development authority organized and existing under the
laws of the State. Under the provisions of the EDA Act and HRA Act, the Authority has the power to
enter into this Agreement and carry out its obligations hereunder, and execution of this Agreement has
been duly, properly and validly authorized by the Authority.
(b) The Authority proposes to assist in financing certain land acquisition costs, site
improvement costs, and costs of constructing housing necessary to facilitate the construction of the
Minimum Improvements in accordance with the terms of this Agreement to further the objectives of the
Redevelopment Plan.
(c) The Authority finds that the Minimum Improvements are necessary to alleviate a shortage
of, and maintain existing supplies of, decent, safe, and sanitary workforce housing.
(d) The activities of the Authority are undertaken to foster the redevelopment of certain real
property which for a variety of reasons is presently underutilized, to eliminate current blighting factors and
prevent the emergence of further blight at a critical location in the City, to create increased tax base in the
City, to increase workforce housing opportunities in the City, and to stimulate further development of the TIF
District and Project as a whole.
(e) The execution, delivery and performance of this Agreement and of any other documents or
instruments required pursuant to this Agreement by the Authority, and consummation of the transactions
contemplated therein and the fulfillment of the terms thereof, do not and will not conflict with or constitute a
breach of or default under any existing (i) indenture, mortgage, deed of trust or other agreement or instrument
to which the Authority is a party or by which the Authority or any of its property is or may be bound; or (ii)
legislative act, constitution or other proceedings establishing or relating to the establishment of the Authority
or its officers or its resolutions.
(f) There is not pending, nor to the best of the Authority’s knowledge is there threatened, any
suit, action or proceeding against the Authority before any court, arbitrator, administrative agency or other
governmental authority that materially and adversely affects the validity of any of the transactions
contemplated hereby, the ability of the Authority to perform its obligations hereunder, or the validity or
enforcement of this Agreement.
(g) The Authority has taken all required actions to create the TIF District as a housing district
within Minnesota Statute 469.174, Subdivision 11 and has adopted and approved the TIF Plan pursuant to the
TIF District and TIF Act.
Section 2.2. Representations and Warranties by the Developer. The Developer represents and
warrants that:
(a) The Developer is a limited partnership duly organized and in good standing under the
laws of the State, is not in violation of any provisions of its organizational documents or the laws of the
State, is duly authorized to transact business within the State, has power to enter into this Agreement and
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has duly authorized the execution, delivery and performance of this Agreement by proper action of its
governing body.
(b) The Developer will construct the Minimum Improvements in accordance with the terms
of this Agreement, the Redevelopment Plan and all applicable local, state and federal laws and regulations
(including, but not limited to, environmental, zoning, building code and public health laws and
regulations).
(c) The Developer will obtain, in a timely manner, all required permits, licenses and
approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal
laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully
constructed. The Developer did not obtain a building permit for any portion of the Minimum
Improvements before March 12, 2018, the date of approval of the TIF Plan for the TIF District.
(d) The Developer will operate and maintain the Minimum Improvements in accordance with
the terms of this Agreement, the Redevelopment Plan and all applicable local, state and federal laws and
regulations (including, but not limited to, environmental, zoning, building code and public health laws
and regulations).
(e) The Developer has received no notice or communication from any local, state or federal
official that the activities of the Developer, the City or the Authority on the Development Property may be
or will be in violation of any environmental law or regulation. 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.
(f) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of
this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or
provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of
whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default
under any of the foregoing.
(g) The proposed development by the Developer hereunder would not occur but for the tax
increment financing assistance being provided by the Authority hereunder.
(h) 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.
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ARTICLE III
Property Acquisition; Public Development Costs
Section 3.1. Status of the Development Property. The Developer has entered into the Real Estate
Option Agreement with the City and the Authority to acquire the Tax-Forfeited Property. The Developer
has entered into a purchase agreement to purchase the Additional Property.
Section 3.2. Contingencies. The fulfillment of the obligations of each party hereunder is strictly
contingent upon the conveyance by the Authority of the Tax-Forfeited Property to the Developer. In the
event that the Tax-Forfeited Property is not acquired by the Authority and then conveyed to the
Developer, this Agreement shall terminate without any further action required by any party hereto.
Section 3.3. Environmental Conditions.
(a) The Developer acknowledges that the Authority makes no representations or warranties
as to the condition of the soils on the Development Property or the fitness of the Development Property
for construction of the Minimum Improvements or any other purpose for which the Developer may make
use of such property, and that the assistance provided to the Developer under this Agreement neither
implies any responsibility by the Authority for any contamination of the Development Property or poor
soil conditions nor imposes any obligation on such parties to participate in any cleanup of the
Development Property or correction of any soil problems (other than the financing described in this
Agreement).
(b) Without limiting its obligations under Section 8.3 hereof, the Developer further agrees
that it will indemnify, defend, and hold harmless the Authority and its governing body members, officers,
and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or
pollutants existing on or in the Development Property, unless and to the extent that such hazardous wastes
or pollutants are present as a result of the actions or omissions of the indemnitees. Nothing in this section
will be construed to limit or affect any limitations on liability of the Authority under State or federal law,
including without limitation Minnesota Statutes, Sections 466.04 and 604.02.
Section 3.4. Acquisition of Tax-Forfeited Property. Pursuant to the terms of the Real Estate
Option Agreement, the Authority will acquire the Tax-Forfeited Property with funds received from the
Developer. If the Authority is not reimbursed by the Developer for all reasonable costs related to the
acquisition of the Tax-Forfeited Property, the Authority will reimburse itself for any reimbursed costs
from Available Tax Increment. Such unreimbursed costs will be paid prior to any payments made on the
TIF Note.
Section 3.5. [Reserved]
Section 3.6. Issuance of Pay-As-You-Go TIF Note.
(a) In order to make construction of the Minimum Improvements financially feasible, the
Authority will reimburse the Developer for a portion of the Public Development Costs incurred by the
Developer in the maximum amount of $546,000. To reimburse the Public Development Costs incurred
by the Developer, the Authority will issue and the Developer will purchase the TIF Note in the principal
amount of $546,000 in substantially the form set forth in EXHIBIT B attached hereto. The Authority and
the Developer agree that the consideration from the Developer for the purchase of the TIF Note will
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consist of the Developer’s payment of Public Development Costs incurred by the Developer in at least the
principal amount of the TIF Note. Before delivery of the TIF Note, the Developer shall have:
(i) delivered to the Authority written evidence in a form satisfactory to the Authority
that the Developer has paid Public Development Costs in at least the principal amount of $546,000;
(ii) submitted the Construction Plans to the Authority and obtained approval for the
Construction Plans from the Authority;
(iii) submitted and obtained Authority approval of financing in accordance with
Section 7.1 hereof; and
(iv) delivered to the Authority an investment letter in the form set forth in EXHIBIT F.
(b) The Developer understands and acknowledges that the Authority makes no
representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged
to the TIF Note will be sufficient to pay the principal of and interest on the TIF Note. Any estimates of
Tax Increment prepared by the Authority or its municipal advisors in connection with the TIF District or
this Agreement are for the benefit of the Authority, and are not intended as representations on which the
Developer may rely.
(c) The Authority acknowledges that the Developer may assign or sell the TIF Note to the
Lender or another party. The Authority consents to an assignment of the TIF Note to the Minnesota Housing
Finance Agency without the execution of an investment letter. For all other assignments, the Authority shall
require an investment letter from the assignee in the form set forth in EXHIBIT F.
(d) If the TIF District is disqualified as described in Section 4.6 hereof, the Authority is
required by the TIF Act to stop payments of Available Tax Increment to pay principal of and interest on
the TIF Note.
Section 3.7. Payment of Administrative Costs. The Developer has previously deposited with the
Authority funds to pay Administrative Costs of the City and the Authority. The City and the Authority
will use such funds to pay “Administrative Costs,” which term means out-of-pocket costs incurred by the
City and the Authority, together with staff and consultant costs of the City and the Authority, all
attributable to or incurred in connection with the negotiation and preparation of this Agreement, the TIF
Plan, and other documents and agreements in connection with the establishment of the TIF District and
redevelopment of the Redevelopment Property, and not previously paid by the Developer. At the
Developer’s request, but no more often than monthly, the Authority will provide the Developer with a
written report including invoices, time sheets or other comparable evidence of expenditures for
Administrative Costs and the outstanding balance of funds deposited. At any time the deposit drops
below $1,000, the Developer shall replenish the deposit in the amount of $10,000 within thirty (30) days
after receipt of written notice thereof from the Authority. If at any time the Authority or the City
determines that the deposit is insufficient to pay Administrative Costs, the Developer is obligated to pay
such shortfall within fifteen (15) days after receipt of a written notice from the Authority containing
evidence of the unpaid costs. If Administrative Costs incurred, and reasonably anticipated to be incurred
are less than the deposit by the Developer, the Authority shall return to the Developer any funds not
anticipated to be needed.
Section 3.8. Records. The Authority and its representatives will have the right at all reasonable
times after reasonable notice to inspect, examine and copy all books and records of Developer relating to
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the Minimum Improvements and the costs for which the Developer has been reimbursed with Tax
Increment.
Section 3.9. Purpose of Assistance. The parties agree and understand that the purpose of the
Authority’s financial assistance to the Developer is to facilitate development of housing and is not a “business
subsidy” within the meaning of Minnesota Statutes, Sections 116J.993 to 116J.995.
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ARTICLE IV
Construction and Maintenance of Minimum Improvements
Section 4.1. Construction of Improvements. The Developer agrees that on or prior to the dates
provided in Section 4.3 hereof, it will construct the Minimum Improvements on the Development
Property substantially in accordance with the approved Construction Plans. The Developer agrees that at
all times prior to the Maturity Date, it will operate and maintain, preserve and keep the Minimum
Improvements or cause the improvements to be maintained, preserved and kept with the appurtenances
and every part and parcel thereof, in good repair and condition. The Authority will have no obligation to
operate or maintain the Minimum Improvements.
Section 4.2. Construction Plans.
(a) Before commencement of construction of the Minimum Improvements, the Developer
will submit to the Authority the Construction Plans. The Construction Plans must provide for the
construction of the Minimum Improvements and must be in substantial conformity with the
Redevelopment Plan, this Agreement, and all applicable State and local laws and regulations. The
Authority Representative will approve the Construction Plans in writing if: (i) the Construction Plans
conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals
and objectives of the Redevelopment Plan; (iii) the Construction Plans conform to all applicable federal,
state and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide
for construction of the Minimum Improvements; (v) the Construction Plans do not provide for
expenditures in excess of the funds available to the Developer from all sources (including Developer’s
equity) for construction of the Minimum Improvements; and (vi) no Event of Default has occurred.
Approval may be based upon a review by the City’s Building Official of the Construction Plans. No
approval by the Authority Representative will relieve the Developer of the obligation to comply with the
terms of this Agreement or of the Redevelopment Plan, applicable federal, state and local laws,
ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith.
No approval by the Authority Representative will constitute a waiver of an Event of Default. If approval
of the Construction Plans is requested by the Developer in writing at the time of submission, the
Construction Plans will be deemed approved unless rejected in writing by the Authority Representative,
in whole or in part. The rejections must set forth in detail the reasons therefore, and must be made within
twenty (20) days after the date of their receipt by the Authority. If the Authority Representative rejects
any Construction Plans in whole or in part, the Developer must submit new or corrected Construction
Plans within twenty (20) days after written notification to the Developer of the rejection. The provisions
of this Section relating to approval, rejection and resubmission of corrected Construction Plans will
continue to apply until the Construction Plans have been approved by the Authority. The Authority
Representative’s approval will not be unreasonably withheld, delayed or conditioned. Said approval will
constitute a conclusive determination that the Construction Plans (and the Minimum Improvements
constructed in accordance with said plans) comply to the Authority’s satisfaction with the provisions of
this Agreement relating thereto.
(b) If the Developer desires to make any Material Change in the Construction Plans after
their approval by the Authority, the Developer must submit the proposed change to the Authority for its
approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of
this Section 4.2 with respect to the previously approved Construction Plans, the Authority will approve
the proposed change and notify the Developer in writing of its approval. Any change in the Construction
Plans will, 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. Any rejection
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must be made within twenty (20) days after receipt of the notice of such change. The Authority’s
approval of any change in the Construction Plans will not be unreasonably withheld.
Section 4.3. Commencement and Completion of Construction.
(a) Subject to Unavoidable Delays and subject to any rules, regulations or varying
timeframes imposed by the United States Department of Housing and Urban Development, the Developer
must commence construction of the Minimum Improvements by December 31, 2018 and will
substantially complete construction of the Minimum Improvements by April 30, 2020. Construction is
considered to be commenced upon the beginning of physical improvements to the Development Property
beyond grading.
(b) All work with respect to the Minimum Improvements to be constructed or provided by
the Developer on the Development Property must be in substantial conformity with the Construction
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 Development Property, or any part thereof,
that the Developer, and its successors and assigns, will promptly begin and diligently prosecute to
completion the development of the Development Property through the construction of the Minimum
Improvements thereon, and that the construction will in any event be commenced and completed within
the period specified in Section 4.3(a) hereof. Until construction of the Minimum Improvements has been
completed, the Developer will make reports, in the detail and at the times as may reasonably be requested
by the Authority, as to the actual progress of the Developer with respect to the construction.
Section 4.4. Certificate of Completion.
(a) Promptly after substantial completion of the Minimum Improvements in accordance with
those provisions of the Agreement, the Authority will furnish the Developer with a Certificate of
Completion in substantially the form attached hereto as EXHIBIT C. The certification by the Authority
will be a conclusive determination of satisfaction and termination of the agreements and covenants in the
Agreement and in any deed with respect to the obligations of the Developer, and its successors and
assigns, to construct the Minimum Improvements and the dates for the completion thereof. The
certification and the determination will 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) The Certificate of Completion provided for in this Section 4.4 will be in the form as will
enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining
to the Development Property. If the Authority refuses or fails to provide any certification in accordance
with the provisions of this Section 4.4, the Authority will, 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 the 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 perform in order to obtain the certification.
(c) The construction of the Minimum Improvements will be considered substantially
complete when the Developer has received a certificate of occupancy from the City for the Minimum
Improvements.
Section 4.5. Rental Housing Affordability Covenants. The Developer agrees that at all times
from initial occupancy of the Minimum Improvements constructed within the TIF District through the
date that the TIF District is decertified, one hundred percent (100%) of the units within the Minimum
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Improvements shall be reserved for occupancy by individuals whose income is sixty percent (60%) or less
of the area’s median gross income constructed and satisfy the income requirements for a qualified
residential rental project as defined in Section 142(d) of the Internal Revenue Code. The Developer and
the Authority shall execute the Declaration of Restrictive Covenants in substantially the form set forth in
EXHIBIT D and record such agreement against the Development Property.
Section 4.6. Disqualification of TIF District. If the Authority or the City receives notice from the
State Department of Revenue, the State Auditor, any Tax Official or any court of competent jurisdiction
that the TIF District does not qualify as a “housing district” due to the failure to satisfy the income
restrictions described in Section 4.5, such event shall be deemed an Event of Default under this
Agreement; provided, however, that the Authority may not exercise any remedy under this Agreement so
long as such determination is being contested and has not been finally adjudicated. If the TIF District is
disqualified, the Authority is required by the TIF Act to stop payments of Available Tax Increment to pay
principal of and interest on the TIF Note. In addition to any remedies available to the Authority under
Article IX hereof, the Developer shall indemnify, defend and hold harmless the Authority for any
damages or costs resulting therefrom.
Section 4.7. Affordable Housing Reporting. At least annually, no later than April 1 of each year
commencing on the April 1 first following the issuance of the Certificate of Completion, the Developer
shall provide a report to the Authority evidencing that the Developer complied with the income
affordability covenants set forth in Section 4.5 hereof during the previous calendar year. The income
affordability reporting shall be on the form entitled “Tenant Income Certification” from the Minnesota
Housing Finance Agency (MHFA HTC Form 14), or if unavailable, any similar form. The Authority may
require the Developer to provide additional information reasonably necessary to assess the accuracy of
such certification. Unless earlier excused by the Authority, the Developer shall send affordable housing
reports to the Authority until TIF District is decertified. If the Developer fails to provide the annual
reporting required under this Section, the Authority may withhold payments of Available Tax Increment
under the TIF Note.
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ARTICLE V
Insurance
Section 5.1. Insurance.
(a) The Developer will provide and maintain or cause to be provided and maintained at all
times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis
Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the
Authority with proof of payment of premiums on policies covering the following:
(i) Builder’s risk insurance, written on the so-called “Builder’s Risk – Completed
Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the
Minimum Improvements at the date of completion, and with coverage available in nonreporting
form on the so-called “all risk” form of policy. The interest of the Authority must be protected in
accordance with a clause in form and content satisfactory to the Authority;
(ii) Commercial general liability insurance (including operations, contingent liability,
operations of subcontractors, completed operations and contractual liability insurance) together
with a Protective Liability Policy with limits against bodily injury and property damage of not
less than $2,000,000 for each occurrence (to accomplish the above-required limits, an umbrella
excess liability policy may be used). The Authority must be listed as an additional insured on the
policy; and
(iii) Workers’ compensation insurance, with statutory coverage.
(b) Upon completion of construction of the Minimum Improvements and prior to the
Maturity Date, the Developer must maintain, or cause to be maintained, at its cost and expense, and from
time to time at the request of the Authority will furnish proof of the payment of premiums on, insurance
as follows:
(i) Insurance against loss and/or damage to the Minimum Improvements under a
policy or policies covering the risks as are ordinarily insured against by similar businesses.
(ii) Comprehensive general public liability insurance, including personal injury
liability (with employee exclusion deleted), against liability for injuries to persons and/or
property, in the minimum amount for each occurrence and for each year of $2,000,000, and must
be endorsed to show the Authority as an additional insured.
(iii) Other insurance, including workers’ compensation insurance respecting all
employees, if any, of the Developer, in an amount as is customarily carried by like organizations
engaged in like activities of comparable size and liability exposure; provided that the Developer
may be self-insured with respect to all or any part of its liability for workers’ compensation.
(c) All insurance required in this Article V must be taken out and maintained in responsible
insurance companies selected by the Developer which are authorized under the laws of the State to
assume the risks covered thereby. Upon request, the Developer will deposit annually with the Authority
policies evidencing all the insurance, or a certificate or certificates or binders of the respective insurers
stating that the insurance is in force and effect. Unless otherwise provided in this Article V each policy
must contain a provision that the insurer will not cancel nor modify it in such a way as to reduce the
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coverage provided below the amounts required herein without giving written notice to the Developer and
the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of
separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a
combination thereof, having the coverage required herein, in which event the Developer will deposit with
the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force
upon the Minimum Improvements.
(d) The Developer agrees to notify the Authority immediately in the case of damage
exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof
resulting from fire or other casualty. In the event this type of damage or destruction occurs, the
Developer will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the
same or an improved condition or value as it existed prior to the event causing the damage and, to the
extent necessary to accomplish the repair, reconstruction and restoration, the Developer will apply the Net
Proceeds of any insurance relating to the damage received by the Developer to the payment or
reimbursement of the costs thereof.
The Developer will complete the repair, reconstruction and restoration of the Minimum
Improvements, whether or not the Net Proceeds of insurance received by the Developer is sufficient to
pay for the same. Any Net Proceeds remaining after completion of the repairs, construction and
restoration will be the property of the Developer.
(e) Notwithstanding anything to the contrary contained in this Agreement, in the event of
damage to the Minimum Improvements in excess of $100,000 and the Developer fails to complete any
repair, reconstruction or restoration of the Minimum Improvements within eighteen (18) months from the
date of damage or such later time as reasonably determined by the Authority if the Developer commences
restoration within such eighteen (18) month period and diligently prosecutes the same to completion, the
Authority may, at its option, terminate the TIF Note as provided in Section 9.3(b) hereof. If the Authority
terminates the TIF Note, the termination will constitute the Authority’s sole remedy under this Agreement
as a result of the Developer’s failure to repair, reconstruct or restore the Minimum Improvements.
Thereafter, the Authority will have no further obligations to make any payments under the TIF Note.
(f) The Developer and the Authority agree that all of the insurance provisions set forth in
this Article V will terminate upon the termination of this Agreement.
Section 5.2. Subordination. Notwithstanding anything to the contrary contained in this Article V,
the rights of the Authority with respect to the receipt and application of any proceeds of insurance will, in
all respects, be subject and subordinate to the rights of the United States Department of Housing and
Urban Development or any lender under a Mortgage approved pursuant to Article VII hereof.
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ARTICLE VI
Tax Increment; Taxes
Section 6.1. Right to Collect Delinquent Taxes. The Developer acknowledges that the Authority is
providing substantial aid and assistance in furtherance of the redevelopment through issuance of the TIF
Note. The Developer understands that the Tax Increments pledged to payment of the TIF Note are derived
from real estate taxes on the Development Property, which taxes must be promptly and timely paid. To that
end, the Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute
to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real
estate taxes assessed against the Development Property and the Minimum Improvements. The Developer
acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Developer
or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to
pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be
entitled to recover its costs, expenses and reasonable attorney fees.
Section 6.2. Reduction of Taxes. The Developer agrees that after the date of certification of the Tax
Increment District and prior to completion of the Minimum Improvements, it will not cause a reduction in the
real property taxes paid in respect of the Development Property through: (A) willful destruction of the
Development Property or any part thereof (except for the demolition of structures required for construction of
the Minimum Improvements); or (B) willful refusal to reconstruct damaged or destroyed property pursuant to
Section 5.1 hereof.
The Developer also agrees that it will not, prior to the Maturity Date: (i) seek exemption from
property tax for the Development Property; (ii) convey or transfer or allow conveyance or transfer of the
Development Property to any entity that is exempt from payment of real property taxes under State law; or
(iii) seek or agree to any reduction of the assessor’s estimated market value to below the Minimum Market
Value.
Notwithstanding the foregoing, the Authority acknowledges that the Developer intends for the
Minimum Improvements to qualify as Class 4d low-income rental housing, as defined in Minnesota Statute
273.13, Subd. 25(e), for purposes of the property taxes imposed against the Minimum Improvements.
The Developer may, at any time following the issuance of the Certificate of Completion, seek
through petition or other means to have the Assessors Estimated Market Value for the Development Property
reduced to not less than the Minimum Market Value. Such activity must be preceded by written notice from
the Developer to the Authority indicating its intention to do so.
Upon receiving such notice, or otherwise learning of the Developer’s intentions, the Authority may
suspend or reduce payments due under the TIF Note except for the portion of such payments from Available
Tax Increment, as defined in the TIF Note, based on the Minimum Market Value as described in the
Minimum Assessment Agreement, until the actual amount of the reduction in market value is determined,
whereupon the Authority will make the suspended payments less any amount that the Authority is required to
repay the County as a result any retroactive reduction in market value of the Development Property. If the
Developer fails to notify the Authority of the tax petition, the Authority shall have the right to withhold all
payments of principal and interest on the TIF Note until the Developer’s challenge is resolved. Upon
resolution of the Developer’s tax petition, any Available Tax Increment deferred and withheld under this
Section shall be paid, without interest thereon, to the extent payable under the assessor’s final determination
of market value.
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During the period that the payments are subject to suspension, the Authority may make partial
payments on the TIF Note, from the amounts subject to suspension, if it determines, in its sole and absolute
discretion, that the amount retained will be sufficient to cover any repayment which the County may require.
The Authority’s suspension of payments on the TIF Note pursuant to this Section shall not be
considered a default under Section 9.1 hereof.
Section 6.3. Qualifications. Notwithstanding anything herein to the contrary, the parties
acknowledge and agree that upon Transfer of the Development Property to another person or entity, the
Developer will remain obligated under Sections 6.1 and 6.2 hereof, unless the Developer is released from
such obligations in accordance with the terms and conditions of Section 8.2(b) or 8.3 hereof.
Section 6.4. Minimum Assessment Agreement.
(a) On or before the date the Developer purchases the Development Property, the Developer
shall execute the Minimum Assessment Agreement pursuant to Section 469.177, subdivision 8 of the TIF
Act, specifying an assessor’s minimum market value for the Development Property with the Minimum
Improvements constructed thereon.
(b) The Minimum Assessment Agreement shall be substantially in the form attached hereto as
EXHIBIT E. Nothing in the Assessment Agreement shall limit the discretion of the assessor to assign a
market value to the property in excess of such assessor’s minimum market value nor prohibit the Developer
from seeking through the exercise of legal or administrative remedies a reduction in such market value for
property tax purposes, provided however, that the Developer shall not seek a reduction of such market value
below the assessor’s minimum market value in any year so long as such Minimum Assessment Agreement
shall remain in effect. The Assessment Agreement shall remain in effect for the period described in
EXHIBIT E.
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ARTICLE VII
Financing
Section 7.1. Mortgage Financing.
(a) Before commencement of construction of the Minimum Improvements, the Developer
must submit to the Authority or provide access thereto for review by Authority staff, consultants and
agents, evidence reasonably satisfactory to the Authority that Developer has available funds, or
commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans or other
sources sufficient for payment of the Minimum Improvements, provided that any lender or grantor
commitments shall be subject only to such conditions as are normal and customary in the commercial
lending industry. The commitments may be submitted as short term financing, long term mortgage
financing, a bridge loan with a long term take-out financing commitment, or any combination of the
foregoing.
(b) If the Authority finds that the financing is sufficiently committed and adequate in amount
to pay the costs specified in paragraph (a) then the Authority will notify the Developer in writing of its
approval. Such approval will not be unreasonably withheld and either approval or rejection will be given
within twenty (20) days from the date when the Authority is provided the evidence of financing. A
failure by the Authority to respond to the evidence of financing will be deemed to constitute an approval
hereunder. If the Authority rejects the evidence of financing as inadequate, it will do so in writing
specifying the basis for the rejection. In any event the Developer will submit adequate evidence of
financing within ten (10) days after any rejection.
Section 7.2. Authority’s Option to Cure Default on Mortgage. In the event that there occurs a
default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, to the extent the
Developer is aware of such default, the Developer shall cause the Authority to receive copies of any
notice of default received by the Developer from the holder of such Mortgage. Thereafter, to the extent
permitted by the Holder of any Mortgage, the Authority shall have the right, but not the obligation, to
cure any such default on behalf of the Developer within such cure periods as are available to the
Developer under the Mortgage documents. In the event there is an event of default under this Agreement,
the Authority will transmit to the Holder of any Mortgage a copy of any notice of default given by the
Authority pursuant to Article IX hereof.
Section 7.3. Modification; Subordination. In order to facilitate the securing of other financing,
the Authority agrees to subordinate its rights under this Agreement provided that such subordination shall
be subject to such reasonable terms and conditions as the Authority and Holder mutually agree in writing.
Notwithstanding anything to the contrary herein, any subordination agreement must include the provision
described in Section 7.2 hereof.
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ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Development. The Developer represents and agrees that its
purchase of the Development Property, and its other undertakings pursuant to the Agreement, are, and
will be used, for the purpose of development of the Development Property and not for speculation in land
holding.
Section 8.2. Prohibition Against Developer’s Transfer of Property and Assignment of
Agreement. The Developer represents and agrees that until either the issuance of the Certificate of
Completion for the Minimum Improvements or the Termination Date, as applicable:
(a) Except as specifically described in this Agreement, the Developer has not made or
created and will not make or create or suffer to be made or created any total or partial sale, assignment,
conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to
this Agreement or the Development Property or any part thereof or any interest therein, or any contract or
agreement to do any of the same, to any person or entity (collectively, a “Transfer”), without the prior
written approval of the Authority’s board of commissioners. The term “Transfer” does not include
(i) made or granted by way of security for, and only for, the purpose of obtaining construction, interim or
permanent financing necessary to enable the Developer or any successor in interest to the Development
Property or to construct the Minimum Improvements or component thereof; (ii) any lease, license,
easement or similar arrangement entered into in the ordinary course of business related to operation of the
Minimum Improvements; (iii) acquisition of a controlling interest in Developer by another entity or
merger of Developer with another entity; (iv) any sale, conveyance, or transfer in any form to any
Affiliate; (v) a transfer to a third party if the Developer is unable to commence construction by the date
provided in Section 4.3 hereof and the Authority terminates this Agreement pursuant to Section 9.2(b)
hereof; or (vi) transfers of partnership interest in the Developer, pursuant to the Developer’s Amended
and Restated Agreement of Limited Partnership dated ______________.
(b) If the Developer seeks to effect a Transfer requiring the approval of the Authority after
the issuance of the Certificate of Completion, the Authority shall be entitled to require as conditions to
such Transfer that:
(1) any proposed transferee shall have the qualifications and financial responsibility,
in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations
undertaken in this Agreement by the Developer as to the portion of the Development Property to
be transferred; and
(2) Any proposed transferee, by instrument in writing satisfactory to the Authority
and in form recordable in the public land records of the County, shall, for itself and its successors
and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the
obligations of the Developer under this Agreement as to the portion of the Development Property
to be transferred and agreed to be subject to all the conditions and restrictions to which the
Developer is subject as to such portion; provided, however, that the fact that any transferee of, or
any other successor in interest whatsoever to, the Development Property, or any part thereof, shall
not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and
only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the
Authority) deprive the Authority of any rights or remedies or controls with respect to the
Development Property, the Minimum Improvements or any part thereof or the construction of the
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516911v4 JAE MU205-47
Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to
the fullest extent permitted at law and in equity and excepting only in the manner and to the
extent specifically provided otherwise in this Agreement) no transfer of, or change with respect
to, ownership in the Development Property or any part thereof, or any interest therein, however
consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or
practically, to deprive or limit the Authority of or with respect to any rights or remedies on
controls provided in or resulting from this Agreement with respect to the Development Property
that the Authority would have had, had there been no such transfer or change. In the absence of
specific written agreement by the Authority to the contrary, no such transfer or approval by the
Authority thereof shall be deemed to relieve the Developer, or any other party bound in any way
by this Agreement or otherwise with respect to the Development Property, from any of its
obligations with respect thereto.
(3) Any and all instruments and other legal documents involved in effecting the
transfer of any interest in this Agreement or the Development Property governed by this
Article VIII, shall be in a form reasonably satisfactory to the Authority.
(c) If the conditions described in paragraph (b) are satisfied then the Transfer will be
approved and the Developer shall be released from its obligation under this Agreement, as to the portion
of the Development Property that is transferred, assigned, or otherwise conveyed. The provisions of this
paragraph (c) apply to all subsequent transferors, assuming compliance with the terms of this Article VIII.
Section 8.3. Release and Indemnification Covenants.
(a) The Developer releases from and covenants and agrees that the Authority and its
respective governing body members, officers, agents, servants and employees thereof will not be liable
for and agrees to indemnify and hold harmless the Authority and its respective governing body members,
officers, agents, servants and employees thereof against any loss or damage to property or any injury to or
death of any person occurring at or about or resulting from any defect in the Minimum Improvements.
(b) Except for any willful misrepresentation or any willful or wanton misconduct of the
following named parties, the Developer agrees to protect and defend the Authority and its respective
governing body members, officers, agents, servants and employees (the “Indemnified Parties”) thereof,
now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or
other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this
Agreement, or the transactions contemplated hereby or the acquisition, construction, installation,
ownership, maintenance and operation of the Minimum Improvements.
(c) Except for any negligence of the Indemnified Parties (as defined in clause (b) above), and
except for any breach by the Indemnified Parties of their obligations under this Agreement, the
Indemnified Parties shall not be liable for any damage or injury to the persons or property of the
Developer or its officers, agents, servants or employees or any other person who may be about the
Development Property or Minimum Improvements due to any act of negligence of any person.
(d) All covenants, stipulations, promises, agreements and obligations of the Authority contained
herein will be deemed to be the covenants, stipulations, promises, agreements and obligations of the
Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the
individual capacity thereof.
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ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined. “Event of Default” means any one or more of the
following events, after the non-defaulting party provides sixty (60) days’ written notice to the defaulting
party of the event, but only if the event has not been cured within said sixty (60) days after written notice
of default has been tendered or, if the event is incurable within sixty (60) days, the defaulting party does
not, within the sixty (60) day period, provide assurances reasonably satisfactory to the non-defaulting
party that the event will be cured as soon as reasonably possible:
(a) The Developer or the Authority fails to observe or perform any covenant, condition,
obligation, or agreement on its part to be observed or performed under this Agreement;
(b) The Developer:
(i) files any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United States
Bankruptcy Act or under any similar federal or State law;
(ii) except as allowed by Section 3.6(c) hereof, makes an assignment for the benefit
of its creditors;
(iii) admits in writing its inability to pay its debts generally as they become due; or
(iv) is adjudicated as bankrupt or insolvent.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1
hereof occurs, the non-defaulting party may exercise its rights under this Section 9.2 only if the Event of
Default has not been cured within sixty (60) days of the non-defaulting party’s tender of a notice of
default or, if the Event of Default is incurable within sixty (60) days, the defaulting party does not provide
assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured as
soon as reasonably possible:
(a) Suspend its performance under the Agreement until it receives assurances that the
defaulting party will cure its default and continue its performance under the Agreement.
(b) Cancel and rescind or terminate the Agreement.
(c) Upon a default by the Developer, the Authority may suspend payments under the TIF
Note or terminate the TIF Note and the TIF District, subject to the provisions of Section 9.3 hereof.
(d) Upon failure by Developer to timely commence or complete construction of the
Minimum Improvements in accordance with Section 4.3 hereof, subject to the notice and cure periods set
forth herein, the Authority may terminate this Agreement; provided, however, that notwithstanding
anything herein to the contrary, the Authority acknowledges and agrees that it shall have no remedy of
specific performance with regard to the Redeveloper’s obligation to commence the construction of the
Minimum Improvements.
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(e) 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.
The limited partner of the Developer shall have the right, but not the obligation, to cure any
default of the Developer hereunder and such cure shall be deemed to have been made by the Developer.
The Lender shall have the right, but not the obligation, to cure any default of the Developer
hereunder and such cure shall be deemed to have been made by the Developer.
All notices of an event of default sent to the Developer must also be sent to the Lender.
Section 9.3. Termination or Suspension of TIF Note. After the Authority has issued its
Certificate of Completion for the Minimum Improvements, the Authority may exercise its rights under
Section 9.2(c) hereof only for the following Events of Default:
(a) the Developer fails to pay real estate taxes or assessments on the Development Property
or any part thereof when due, and the taxes or assessments have not been paid, or provision satisfactory to
the Authority made for their payment, within sixty (60) days after written demand by the Authority to do
so; or
(b) the Developer fails to comply with their obligations to operate and maintain, preserve and
keep the Minimum Improvements or cause the improvements to be maintained, preserved and kept with
the appurtenances and every part and parcel thereof, in good repair and condition, pursuant to
Sections 4.1 and 5.1(e) hereof; provided that, upon failure to comply with the obligations under
Section 4.1 or 5.1(e) hereof, if uncured after sixty (60) days’ written notice to the Developer of the failure,
the Authority may only suspend payments under the TIF Note until the Developer complies with said
obligations. If the Developer fails to comply with said obligations for a period of eighteen months, the
Authority may terminate the TIF Note and the TIF District; or
(c) the Developer fails to comply with affordability covenants as provided in Section 4.5
hereof.
Section 9.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Authority, the Developer is intended to be exclusive of any other available remedy or remedies, but each
and every remedy will be cumulative and will be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise
any right or power accruing upon any default will impair any right or power or will be construed to be a
waiver thereof, but any 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 will not be
necessary to give notice, other than the notices already required in Sections 9.2 and 9.3 hereof.
Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other party,
the waiver will be limited to the particular breach so waived and will not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
Section 9.6. Attorney Fees. Whenever any Event of Default occurs (as determined by a final
court or administrative order or Developer admissions) and if the Authority shall employ attorneys or
incur other expenses for the collection of payments due or to become due or for the enforcement of
performance or observance of any obligation or agreement on the part of the Developer under this
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Agreement, the Developer agrees that it shall, within ten (10) days of written demand by the Authority,
pay to the Authority the reasonable fees of such attorneys and such other reasonable expenses so incurred
by the Authority.
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23
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ARTICLE X
Additional Provisions
Section 10.1. 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 has any personal interest, direct or indirect, in the
Agreement, nor has any member, official, or employee participated in any decision relating to the
Agreement which affects his or her personal interests or the interests of any corporation, partnership, or
association in which he or she is, directly or indirectly, interested. No member, official, or employee of
the Authority will 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 any
successor or on any obligations under the terms of the Agreement.
Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement
it will comply with all applicable federal, state and local equal employment and non-discrimination laws
and regulations.
Section 10.3. Restrictions on Use. The Developer agrees that, prior to the Maturity Date, the
Developer, and such successors and assigns, shall use the Development Property solely for the development
of multifamily housing in accordance with the terms of this Agreement, and shall not discriminate upon the
basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the
Development Property or any improvements erected or to be erected thereon, or any part thereof.
Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are
intended to or will be merged by reason of any deed transferring any interest in the Development Property
and any deed will not be deemed to affect or impair the provisions and covenants of this Agreement.
Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of the Agreement are inserted for convenience of reference only and will be disregarded in
construing or interpreting any of its provisions.
Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement,
a notice, demand, or other communication under the Agreement by either party to the other will be
sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return
receipt requested, or delivered personally; and
(a) in the case of the Developer, is addressed to or delivered personally to the Developer at
7645 Lyndale Avenue South, Minneapolis, MN 55423, Attn: Christopher J. Stokka; with copies to: Wells
Fargo Affordable Housing Community Development Corporation, MAC D1053 - 301 South College
Street, 17th Floor, Charlotte, NC 28280, Attn: Director of Asset Management; and Winthrop & Weinstine,
P.A., 225 South Sixth Street, Suite 3500, Minneapolis, MN 55402, Attn: Jeff Koerselman;
(b) in the case of the Authority, is addressed to or delivered personally to the Authority at
Mounds View Economic Development Authority, 2401 Mounds View Boulevard, Mounds View,
Minnesota 55112, Attn: Business Development Coordinator; and
(c) in the case of the Lender, is addressed to or delivered personally to the Lender at
Minnesota Housing Finance Agency, 400 Wabasha Street North, Suite 400, St. Paul, Minnesota 55102.
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or at any other address with respect to any party as that party may, from time to time, designate in writing
and forward to the other as provided in this Section.
Section 10.7. Counterparts. This Agreement may be executed in any number of counterparts,
each of which will constitute one and the same instrument.
Section 10.8. Recording. The Authority may record this Agreement and any amendments thereto
with the County Recorder or the Registrar of Titles of the County, as the case may be. The Developer
must pay all costs for recording.
Section 10.9. Amendment. This Agreement may be amended only by written agreement
approved by the Authority and the Developer.
Section 10.10. Authority Approvals. Unless otherwise specified, any approval required by the
Authority under this Agreement may be given by the Authority Representative.
Section 10.11. Termination. This Agreement terminates on the Termination Date, except that
termination of the Agreement does not terminate, limit or affect the rights of any party that arise before
the Termination Date.
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S-1
516911v4 JAE MU205-47
IN WITNESS WHEREOF, the Authority has caused this Contract for Private Development to be
duly executed in its name and behalf, and the Developer has caused this Contract for Private Development to
be duly executed in its name and behalf, all as of the date and year first above written.
MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _______________, 2018, by
_________________, the President of the Mounds View Economic Development Authority, a public
body corporate and politic organized under the laws of the State of Minnesota, on behalf of the Authority.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _______________, 2018, by Nyle
Zikmund, the Executive Director of the Mounds View Economic Development Authority, a public body
corporate and politic organized under the laws of the State of Minnesota, on behalf of the Authority.
Notary Public
S-2
516911v4 JAE MU205-47
BOULEVARD APARTMENTS, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: Mounds View Group LLC
Its: General Partner
By: ____________________________
Christopher J. Stokka
Its: Chief Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _______________, 2018, by
Christopher J. Stokka, the Chief Manager of Mounds View Group LLC, the general partner of Boulevard
Apartments, Limited Partnership, a Minnesota limited partnership, on behalf of the Developer.
Notary Public
A-1
516911v4 JAE MU205-47
EXHIBIT A
DESCRIPTION OF DEVELOPMENT PROPERTY
Tax-Forfeited Property
PID: 06-30-23-31-0031
Parcel 1. Lot 50, except that part which lies Southwesterly of a line run parallel with and distant 100 feet
Northeasterly of the Southwesterly boundary of said Lot 50, also except that part described as follows:
Commencing at the Northwest corner of said Lot 50; thence East 7 feet along the North line of said Lot
50; thence Southerly 100 feet to a point of intersection on the West line of said Lot 50; thence North
along said West line of said Lot 50 to the point of commencement; Auditor’s Subdivision No. 89, Ramsey
Co., Minn. The said excepted part of the above described property, the Southwesterly 100 feet has been
taken by the State of Minnesota for public Highway purposes.
Parcel 2. All that part of Lot 32, Auditor’s Subdivision No. 89, Ramsey Co., Minn., described as follows,
to-wit: Commencing at a point on the West line of Lot 50, Auditor’s Subdivision No. 89, which point is
100 feet South of the Northwest corner of said Lot 50; thence South to a line 100 feet Northeasterly from
and parallel with the Southerly line of Lot 32; thence Northwesterly on said parallel line 32 feet; thence
Northeasterly to the point of beginning.
PID: 06-30-23-31-0241
The South 135.00 feet, front and rear, of Lot 47, Auditor’s Subdivision No. 89, lying westerly of the East
187.00 feet.
Additional Property
[Insert legal descriptions of Additional Property]
516911v4 JAE MU205-47 B-1
EXHIBIT B
FORM OF NOTE
UNITED STATE OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
No. R-1 $546,000
TAX INCREMENT REVENUE NOTE
SERIES 20__
Date
Rate of Original Issue
4.6% [or the Developer’s rate of financing, whichever is less] __________, 20___
The Mounds View Economic Development Authority (the “Authority”), for value received, certifies
that it is indebted and hereby promises to pay to Boulevard Apartments, Limited Partnership, a Minnesota
limited partnership, or registered assigns (the “Note Holder”), the principal sum of $546,000 and to pay
interest thereon at the rate set forth above, as and to the extent set forth herein.
1. Payments. Principal and interest (the “Payments”) will be paid on August 1, 20__, and
each February 1 and August 1 thereafter to and including February 1, 20__ (the “Payment Dates”), in the
amounts and from the sources set forth in Section 3 herein. Payments will be applied first to accrued
interest, and then to unpaid principal.
Payments are payable by mail to the address of the Note Holder or any other address as the Note
Holder may designate upon thirty (30) days’ written notice to the Authority. Payments on this Note are
payable in any coin or currency of the United States of America which, on the Payment Date, is legal
tender for the payment of public and private debts.
2. Interest. Interest at the rate stated herein will accrue on the unpaid principal,
commencing on the date of original issue. Interest will be computed on the basis of a year of 360 days
and charged for actual days principal is unpaid. Interest on this Note shall not be compounded.
3. Available Tax Increment. Payments on this Note are payable on each Payment Date in
the amount of and solely payable from “Available Tax Increment,” which will mean, on each Payment
Date, ninety percent (90%) of the Tax Increment attributable to the Development Property (defined in the
Agreement) and paid to the Authority by Ramsey County, Minnesota in the six (6) months preceding the
Payment Date, all as the terms are defined in the Contract for Private Development, dated
_____________, 2018 (the “Agreement”) between the Authority and the Note Holder, as the developer.
Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an
uncured Event of Default under the Agreement.
The Authority will have no obligation to pay principal of and interest on this Note on each
Payment Date from any source other than Available Tax Increment, and the failure of the Authority to
pay the entire amount of principal or interest on this Note on any Payment Date will not constitute a
516911v4 JAE MU205-47 B-2
default hereunder as long as the Authority pays principal and interest hereon to the extent of Available
Tax Increment. The Authority will have no obligation to pay unpaid balance of principal or accrued
interest that may remain after the final Payment on February 1, 20__.
4. Optional Prepayment. The principal sum and all accrued interest payable under this Note
is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial
prepayment will affect the amount or timing of any other regular payment otherwise required to be made
under this Note.
5. Termination. At the Authority’s option, this Note will terminate and the Authority’s
obligation to make any payments under this Note will be discharged upon the occurrence of an Event of
Default on the part of the Developer as defined in Section 9.1 of the Agreement, but only if the Event of
Default has not been cured in accordance with Section 9.2 of the Agreement.
6. Nature of Obligation. This Note is one of an issue in the total principal amount of
$546,000 all issued to aid in financing certain public development costs and administrative costs of a
Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047,
as amended, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the
Board of Commissioners of the Authority on March 12, 2018, and pursuant to and in full conformity with
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174
through 469.1794, as amended. This Note is a limited obligation of the Authority which is payable solely
from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the
interest hereon will not be deemed to constitute a general obligation of the State of Minnesota or any
political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota,
nor any political subdivision thereof will be obligated to pay the principal of or interest on this Note or
other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor
the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment
of the principal of or interest on this Note or other costs incident hereto.
7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by the
Authority or its financial advisors in connection with the TIF District or the Agreement are for the benefit
of the Authority, and are not intended as representations on which the Note Holder may rely.
THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND
INTEREST ON THIS NOTE.
8. Registration and Transfer. This Note is issuable only as a fully registered note without
coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is
transferable upon the books of the Authority kept for that purpose at the principal office of the
Community Development Director of the City, by the Note Holder in person or by the Note Holder’s
attorney duly authorized in writing, upon surrender of this Note together with a written instrument of
transfer satisfactory to the Authority, duly executed by the Note Holder. Upon the transfer or exchange
and the payment by the Note Holder of any tax, fee, or governmental charge required to be paid by the
Authority with respect to the transfer or exchange, there will be issued in the name of the transferee a new
Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same
dates.
This Note will not be transferred to any person other than an affiliate, or other related entity, of
the Note Holder unless the Authority has been provided with an investment letter in a form substantially
similar to the investment letter submitted by the Note Holder or a certificate of the transferor, in a form
516911v4 JAE MU205-47 B-3
satisfactory to the Authority, that the transfer is exempt from registration and prospectus delivery
requirements of federal and applicable state securities laws. Notwithstanding the foregoing, the Authority
consents to an assignment of this Note to the Minnesota Housing Finance Agency without the execution
of an investment letter.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in
order to make this Note a valid and binding limited obligation of the Authority according to its terms,
have been done, do exist, have happened, and have been performed in due form, time and manner as so
required.
IN WITNESS WHEREOF, the Board of Commissioners of the Mounds View Economic
Development Authority has caused this Note to be executed with the manual signatures of its President
and Executive Director, all as of the Date of Original Issue specified above.
MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY
President Executive Director
________________________________
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the Note is registered in the bond register of the
Authority’s Executive Director, in the name of the person last listed below.
Date of Registration Registered Note Holder Signature of Executive Director
Boulevard Apartments, Limited Partnership
Federal ID #______________
516911v4 JAE MU205-47 C-1
EXHIBIT C
CERTIFICATE OF COMPLETION
The undersigned hereby certifies that Boulevard Apartments, Limited Partnership (the
“Developer”), has fully complied with its obligations under Articles III and IV of that document titled
“Contract for Private Development,” dated ________________, 2018 (the “Agreement”), between the
Mounds View Economic Development Authority and the Developer, with respect to construction of the
Minimum Improvements in accordance with Article IV of the Agreement, and that the Developer is
released and forever discharged from its obligations with respect to construction of the Minimum
Improvements under Articles III and IV of the Agreement.
Dated: _______________, 20___.
MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _______________, 20___, by
_________________, the Executive Director of the Mounds View Economic Development Authority, a
public body corporate and politic organized under the laws of the State of Minnesota, on behalf of the
Authority.
Notary Public
D-1
516911v4 JAE MU205-47
EXHIBIT D
DECLARATION OF RESTRICTIVE COVENANTS
THIS DECLARATION OF RESTRICTIVE COVENANTS, dated _________________, 2018 (the
“Declaration”), by BOULEVARD APARTMENTS, LIMITED PARTNERSHIP, a Minnesota limited
partnership (the “Developer”), is given to the MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota (the
“Authority”).
RECITALS
WHEREAS, the Authority entered into that certain Contract for Private Development, dated
_______________, 2018, filed _____________, 20____ in the Office of the [County Recorder] [Registrar of
Titles] for Ramsey County as Document No. _________ (the “Contract”), between the Authority and the
Developer; and
WHEREAS, pursuant to the Contract, the Developer is obligated to cause construction of 60 housing
units of workforce rental housing (the “Project”) on the property described in EXHIBIT A hereto (the
“Property”), and to cause compliance with certain affordability covenants described in Section 4.5 of the
Contract; and
WHEREAS, Section 4.5 of the Contract requires that the Developer cause to be executed an
instrument in recordable form substantially reflecting the covenants set forth in Section 4.5 of the Contract;
and
WHEREAS, the Developer intends, declares, and covenants that the restrictive covenants set forth
herein will be and are covenants running with the Property for the term described herein and binding upon all
subsequent owners of the Property for the term described herein, and are not merely personal covenants of
the Developer; and
WHEREAS, capitalized terms in this Declaration have the meaning provided in the Contract unless
otherwise defined herein.
NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of
other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Developer
agrees as follows:
1. Term of Restrictions.
(a) Occupancy and Rental Restrictions. The term of the occupancy restrictions set forth in
Section 3 and the term of rent restrictions set forth in Section 4 of this Declaration will commence on the date
a certificate of occupancy is received from the City of Mounds View, Minnesota (the “City”) for the Project.
The period from commencement to termination is the “Qualified Project Period.”
(b) Termination of Declaration. This Declaration will terminate upon the date that is the earlier
of (i) 26 years after the commencement of the Qualified Project Period; or (ii) the date the Tax Increment
Financing District No. 1-6 established by the Authority and the City of Mounds View is decertified.
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Notwithstanding the foregoing, this Declaration shall not be terminated prior to fifteen (15) years following
the date a certificate of occupancy is received for the Project.
(c) Removal from Real Estate Records. Upon termination of this Declaration, the Authority
will, upon request by the Developer or its assigns, file any document appropriate to remove this Declaration
from the real estate records of Ramsey County, Minnesota.
2. Project Restrictions.
(a) the Developer represents, warrants, and covenants that:
(i) All leases of units to Qualifying Tenants (as defined in Section 3(a)(i) hereof) will
contain clauses, among others, wherein each individual lessee:
(1) Certifies the accuracy of the statements made in its application and
Eligibility Certification (as defined in Section 3(a)(ii) hereof); and
(2) Agrees that the family income at the time the lease is executed will be
deemed substantial and material obligation of the lessee’s tenancy; that the lessee will
comply promptly with all requests for income and other information relevant to determining
low or moderate income status from the Developer or the Authority, and that the lessee’s
failure or refusal to comply with a request for information with respect thereto will be
deemed a violation of a substantial obligation of the lessee’s tenancy.
(ii) the Developer will permit any duly authorized representative of the Authority to
inspect the books and records of the Developer pertaining to the income of Qualifying Tenants
residing in the Project.
3. Occupancy Restrictions. The Developer represents, warrants, and covenants that:
(a) Qualifying Tenants. From the commencement of the Qualified Project Period, all of the
Rental Housing Units will be occupied (or treated as occupied as provided herein) or held vacant and
available for occupancy by Qualifying Tenants. Qualifying Tenants means those persons and families who
are determined from time to time by the Developer to have combined adjusted income that does not exceed
sixty percent (60%) of the Minneapolis-St. Paul metropolitan statistical area (the “Metro Area”) median
income for the applicable calendar year. For purposes of this definition, the occupants of a residential unit
will not be deemed to be Qualifying Tenants if all the occupants of such residential unit at any time are
“students,” as defined in Section 151(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”),
not entitled to an exemption under the Code. The determination of whether an individual or family is of low
or moderate income will be made at the time the tenancy commences and on an ongoing basis thereafter,
determined at least annually. If during their tenancy a Qualifying Tenant’s income exceeds one hundred forty
percent (140%) of the maximum income qualifying as low or moderate income for a family of its size, the
next available unit (determined in accordance with the Code and applicable regulations) (the “Next Available
Unit Rule”) must be leased to a Qualifying Tenant or held vacant and available for occupancy by a
Qualifying Tenant. If the Next Available Unit Rule is violated, the Unit will not continue to be treated as a
Qualifying Unit.
(b) Certification of Tenant Eligibility. As a condition to initial and continuing occupancy, each
person who is intended to be a Qualifying Tenant will be required annually to sign and deliver to the
Developer a Certification of Tenant Eligibility substantially in the form attached as EXHIBIT B hereto, or in
any other form as may be approved by the Authority (the “Eligibility Certification”), in which the prospective
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Qualifying Tenant certifies as to qualifying as low or moderate income. In addition, the person will be
required to provide whatever other information, documents, or certifications are deemed necessary by the
Authority to substantiate the Eligibility Certification, on an ongoing annual basis, and to verify that the tenant
continues to be a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will
be maintained on file by the Developer with respect to each Qualifying Tenant who resides in a Project unit
or resided therein during the immediately preceding calendar year.
(c) Lease. The form of lease to be utilized by the Developer in renting any units in the Project
to any person who is intended to be a Qualifying Tenant will provide for termination of the lease and consent
by the person to immediate eviction for failure to qualify as a Qualifying Tenant as a result of any material
misrepresentation made by the person with respect to the Eligibility Certification.
(d) Annual Report. The Developer covenants and agrees that during the term of this
Declaration, it will prepare and submit to the Authority on or before January 31 of each year, a certificate
substantially in the form of EXHIBIT C hereto, executed by the Developer, (a) identifying the tenancies and
the dates of occupancy (or vacancy) for all Qualifying Tenants in the Project, including the percentage of the
dwelling units of the Project which were occupied by Qualifying Tenants (or held vacant and available for
occupancy by Qualifying Tenants) at all times during the year preceding the date of the certificate;
(b) describing all transfers or other changes in ownership of the Project or any interest therein; and (c) stating,
that to the best knowledge of the person executing the certificate after due inquiry, all the units were rented or
available for rental on a continuous basis during the year to members of the general public and that the
Developer was not otherwise in default under this Declaration during the year.
(e) Notice of Non-Compliance. The Developer will immediately notify the Authority if at any
time during the term of this Declaration the dwelling units in the Project are not occupied or available for
occupancy as required by the terms of this Declaration.
4. Rent Restrictions. For at least seven years following the date the Project is placed in service,
the rents for at least twenty percent (20%) of the units in the Project must not exceed 30% of sixty percent
(60%) of the Metro Area median income for the applicable calendar year. For each unit that the Developer
agrees to accept Section 8 vouchers for, such unit shall be deemed to meet the rent restrictions set forth in this
Section 4.
5. Transfer Restrictions. The Developer covenants and agrees that the Developer will cause or
require as a condition precedent to any conveyance, transfer, assignment, or any other disposition of the
Project prior to the termination of the Rental Restrictions and Occupancy Restrictions provided herein (the
“Transfer”) that the transferee of the Project pursuant to the Transfer assume in writing, in a form acceptable
to the Authority, all duties and obligations of the Developer under this Declaration, including this Section 4,
in the event of a subsequent Transfer by the transferee prior to expiration of the Rental Restrictions and
Occupancy Restrictions provided herein (the “Assumption Agreement”). The Developer will deliver the
Assumption Agreement to the Authority prior to the Transfer.
6. Enforcement.
(a) The Developer will permit, during normal business hours and upon reasonable notice, any
duly authorized representative of the Authority to inspect any books and records of the Developer regarding
the Project with respect to the incomes of Qualifying Tenants.
(b) The Developer will submit any other information, documents or certifications requested by
the Authority which the Authority deems reasonably necessary to substantial the Developer’s continuing
compliance with the provisions specified in this Declaration.
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(c) The Developer acknowledges that the primary purpose for requiring compliance by the
Developer with the restrictions provided in this Declaration is to ensure compliance of the property with the
housing affordability covenants set forth in Section 4.5 of the Contract, and by reason thereof, the Developer,
in consideration for assistance provided by the Authority under the Contract that makes possible the
construction of the Minimum Improvements (as defined in the Contract) on the Property, hereby agrees and
consents that the Authority will be entitled, for any breach of the provisions of this Declaration, and in
addition to all other remedies provided by law or in equity, to enforce specific performance by the Developer
of its obligations under this Declaration in a state court of competent jurisdiction. The Developer hereby
further specifically acknowledges that the Authority cannot be adequately compensated by monetary
damages in the event of any default hereunder.
(d) The Developer understands and acknowledges that, in addition to any remedy set forth
herein for failure to comply with the restrictions set forth in this Declaration, the Authority may exercise any
remedy available to it under Article IX of the Contract.
7. Indemnification. The Developer hereby indemnifies, and agrees to defend and hold
harmless, the Authority from and against all liabilities, losses, damages, costs, expenses (including reasonable
attorneys’ fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of any
nature arising from the consequences of a legal or administrative proceeding or action brought against them,
or any of them, on account of any failure by the Developer to comply with the terms of this Declaration, or on
account of any representation or warranty of the Developer contained herein being untrue.
8. Agent of the Authority. Upon any default hereunder, after first providing the Developer
with a reasonable amount of time to cure such default, the Authority will have the right to appoint an agent to
carry out any of its duties and obligations hereunder, and will inform the Developer of any agency
appointment by written notice.
9. Severability. The invalidity of any clause, part or provision of this Declaration will not
affect the validity of the remaining portions thereof.
10. Notices. All notices to be given pursuant to this Declaration must be in writing and will be
deemed given when mailed by certified or registered mail, return receipt requested, to the parties hereto at the
addresses set forth below, or to any other place as a party may from time to time designate in writing. The
Developer and the Authority may, by notice given hereunder, designate any further or different addresses to
which subsequent notices, certificates, or other communications are sent. The initial addresses for notices
and other communications are as follows:
To the Authority: Mounds View Economic Development Authority
2401 Mounds View Boulevard
Mounds View, MN 55112
Attn: Business Development Coordinator
To the Developer: Boulevard Apartments, Limited Partnership
7645 Lyndale Avenue South
Minneapolis, MN 55423
Attn: Christopher J. Stokka
With Copies to: Wells Fargo Affordable Housing Community Development Corporation
MAC D1053 – 301 South College Street
17th Floor
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Charlotte, MN 28280
Attn: Director of Asset Management
Winthrop & Weinstine, P.A.
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402
Attn: Jeff Koerselman
Minnesota Housing Finance Agency
400 Wabasha Street North, Suite 400
Saint Paul, MN 55102
11. Governing Law. This Declaration is governed by the laws of the State of Minnesota and,
where applicable, the laws of the United States of America.
12. Attorneys’ Fees. In case any action at law or in equity, including an action for declaratory
relief, is brought against the Developer to enforce the provisions of this Declaration, the Developer agrees to
pay the reasonable attorneys’ fees and other reasonable expenses paid or incurred by the Authority in
connection with the action.
13. Declaration Binding. This Declaration and the covenants contained herein will run with the
real property comprising the Project and will bind the Developer and its successors and assigns and all
subsequent owners of the Project or any interest therein, and the benefits will inure to the Authority and its
successors and assigns for the term of this Declaration as provided in Section 1(b) hereof.
IN WITNESS WHEREOF, the Developer has caused this Declaration of Restrictive Covenants to be
signed by its respective duly authorized representatives, as of the day and year first written above.
BOULEVARD APARTMENTS, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: Mounds View Group LLC
Its: General Partner
By: ____________________________
Christopher J. Stokka
Its: Chief Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _______________, 2018, by
Christopher J. Stokka, the Chief Manager of Mounds View Group LLC, the general partner of Boulevard
Apartments, Limited Partnership, a Minnesota limited partnership, on behalf of the Developer.
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Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Kennedy & Graven, Chartered (JAE)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9300
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This Declaration is acknowledged and consented to by:
MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _____________, 2018, by
_____________________________, the President 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 Authority.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _____________, 2018, by Nyle
Zikmund, the Executive Director 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 Authority.
Notary Public
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EXHIBIT A TO DECLARATION OF RESTRICTIVE COVENANTS
Legal Description
[Inset legal descriptions]
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EXHIBIT B TO DECLARATION OF RESTRICTIVE COVENANTS
Certification of Tenant Eligibility
(INCOME COMPUTATION AND CERTIFICATION)
Project: [Address]
Owner:
Unit Type: ______ 1 BR _____ 2 BR _____ 3 BR
1. I/We, the undersigned, being first duly sworn, state that I/we have read and answered fully,
frankly and personally each of the following questions for all persons (including minors) who are to occupy
the unit in the above apartment development for which application is made, all of whom are listed below:
Name of
Members of the
Household
Relationship
To Head of
Household
Age
Place of
Employment
_____________ _____________ ___ _________________
_____________ _____________ ___ _________________
_____________ _____________ ___ _________________
_____________ _____________ ___ _________________
_____________ _____________ ___ _________________
Income Computation
2. The anticipated income of all the above persons during the 12-month period beginning this
date,
(a) including all wages and salaries, overtime pay, commissions, fees, tips and bonuses
before payroll deductions; net income from the operation of a business or profession or from the
rental of real or personal property (without deducting expenditures for business expansion or
amortization of capital indebtedness); interest and dividends; the full amount of periodic payments
received from social security, annuities, insurance policies, retirement funds, pensions, disability or
death benefits and other similar types of periodic receipts; payments in lieu of earnings, such as
unemployment and disability compensation, worker’s compensation and severance pay; the
maximum amount of public assistance available to the above persons; periodic and determinable
allowances, such as alimony and child support payments and regular contributions and gifts received
from persons not residing in the dwelling; and all regular pay, special pay and allowances of a
member of the Armed Forces (whether or not living in the dwelling) who is the head of the
household or spouse; but
(b) excluding casual, sporadic or irregular gifts; amounts which are specifically for or in
reimbursement of medical expenses; lump sum additions to family assets, such as inheritances,
insurance payments (including payments under health and accident insurance and workmen’s
compensation), capital gains and settlement for personal or property losses; amounts of educational
scholarships paid directly to the student or the educational institution, and amounts paid by the
government to a veteran for use in meeting the costs of tuition, fees, books and equipment, but in
either case only to the extent used for these types of purposes; special pay to a serviceman head of a
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family who is away from home and exposed to hostile fire; relocation payments under Title II of the
Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster child care
payments; the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act
of 1964 which is in excess of the amount actually charged for the allotments; and payments received
pursuant to participation in ACTION volunteer programs, is as follows: $_____________.
3. If any of the persons described above (or whose income or contributions was included in
item 2) has any savings, bonds, equity in real property or other form of capital investment, provide:
(a) the total value of all such assets owned by all such persons: $____________;
(b) the amount of income expected to be derived from such assets in the 12 month
period commencing this date: $_______________; and
(c) the amount of such income which is included in income listed in item 2:
$__________.
4. (a) Will all of the persons listed in item 1 above be or have they been full-time students
during five calendar months of this calendar year at an educational institution (other than a
correspondence school) with regular faculty and students?
Yes _________________ No ________________
(b) Is any such person (other than nonresident aliens) married and eligible to file a joint
federal income tax return?
Yes _________________ No ________________
THE UNDERSIGNED HEREBY CERTIFY THAT THE INFORMATION SET FORTH ABOVE
IS TRUE AND CORRECT. THE UNDERSIGNED ACKNOWLEDGE THAT THE LEASE FOR THE
UNIT TO BE OCCUPIED BY THE UNDERSIGNED WILL BE CANCELLED UPON 10 DAYS
WRITTEN NOTICE IF ANY OF THE INFORMATION ABOVE IS NOT TRUE AND CORRECT.
Head of Household
Spouse
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FOR COMPLETION BY OWNER
(OR ITS MANAGER) ONLY
1. Calculation of Eligible Tenant Income:
(a) Enter amount entered for entire household in 2 above: $__________
(b) If the amount entered in 3(a) above is greater than $5,000, enter the greater of (i) the
amount entered in 3(b) less the amount entered in 3(c) or (ii) 10% of the amount entered in 3(a):
$__________
(c) TOTAL ELIGIBLE INCOME (Line 1(a) plus Line 1(b)): $__________
2. The amount entered in 1(c) is less than or equal to 60% of median income for the area in
which the Project is located, as defined in the Declaration. 60% is necessary for status as a “Qualifying
Tenant” under Section 3(a) of the Declaration.
3. Number of apartment unit assigned: ___________.
4. This apartment unit was ____ was not ____ last occupied for a period of at least
31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner
upon their initial occupancy of the apartment unit was less than or equal to 60% of Median Income in the
area.
5. Check as applicable: _______ Applicant qualifies as a Qualifying Tenant (tenants of at least
__ units must meet), or ____ Applicant otherwise qualifies to rent a unit.
THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE HAS NO KNOWLEDGE OF ANY FACTS
WHICH WOULD CAUSE HIM/HER TO BELIEVE THAT ANY OF THE INFORMATION PROVIDED
BY THE TENANT MAY BE UNTRUE OR INCORRECT.
BOULEVARD APARTMENTS, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: Mounds View Group LLC
Its: General Partner
By: ____________________________
Christopher J. Stokka
Its: Chief Manager
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EXHIBIT C TO DECLARATION OF RESTRICTIVE COVENANTS
Certificate of
Continuing Program Compliance
Date: ___________________
The following information with respect to the Project located at __________________, Mounds
View, Minnesota (the “Project”), is being provided by Boulevard Apartments, Limited Partnership (the
“Owner”) to the Mounds View Economic Development Authority (the “Authority”), pursuant to that certain
Declaration of Restrictive Covenants, dated _________________, 2018 (the “Declaration”), with respect to
the Project:
(A) The total number of residential units which are available for occupancy is 60. The
total number of these units occupied is _________________.
(B) The following residential units (identified by unit number) are currently occupied by
“Qualifying Tenants,” as the term is defined in the Declaration (for a total of ____units):
1 BR Units:
2 BR Units:
3 BR Units:
(C) The following residential units which are included in (B) above, have been
re-designated as units for Qualifying Tenants since _______________, 20___, the date on which the
last “Certificate of Continuing Program Compliance” was filed with the Authority by the Owner:
Unit
Number
Previous Designation
of Unit (if any)
Replacing
Unit Number
___________ _________________ _________________
___________ _________________ _________________
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(D) The following residential units are considered to be occupied by Qualifying Tenants
based on the information set forth below:
Unit
Number
Name of Tenant
Number of
Persons
Residing in
the Unit
Number of
Bedrooms
Total Adjusted
Gross Income
Date of Initial
Occupancy
Rent
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
(E) The Owner has obtained a “Certification of Tenant Eligibility,” in the form provided
as EXHIBIT B to the Declaration, from each Tenant named in (D) above, and each such Certificate
is being maintained by the Owner in its records with respect to the Project. Attached hereto is the
most recent “Certification of Tenant Eligibility” for each Tenant named in (D) above who signed
such a Certification since ______________, 20___, the date on which the last “Certificate of
Continuing Program Compliance” was filed with the Authority by the Owner.
(F) In renting the residential units in the Project, the Owner has not given preference to
any particular group or class of persons (except for persons who qualify as Qualifying Tenants); and
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none of the units listed in (D) above have been rented for occupancy entirely by students, no one of
which is entitled to file a joint return for federal income tax purposes. All of the residential units in
the Project have been rented pursuant to a written lease, and the term of each lease is at least twelve
(12) months.
(G) The information provided in this “Certificate of Continuing Program Compliance”
is accurate and complete, and no matters have come to the attention of the Owner which would
indicate that any of the information provided herein, or in any “Certification of Tenant Eligibility”
obtained from the Tenants named herein, is inaccurate or incomplete in any respect.
(H) The Project is in continuing compliance with the Declaration.
(I) The Owner certifies that as of the date hereof 100% of the residential dwelling units
in the Project are occupied or held open for occupancy by Qualifying Tenants, as defined and
provided in the Declaration.
(J) The rental levels for each Qualifying Tenant comply with the maximum permitted
under the Declaration.
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IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on
____________________, 2018.
BOULEVARD APARTMENTS, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: Mounds View Group LLC
Its: General Partner
By: ____________________________
Christopher J. Stokka
Its: Chief Manager
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EXHIBIT E
FORM OF MINIMUM ASSESSMENT AGREEMENT
THIS MINIMUM ASSESSMENT AGREEMENT, made on or as of the ____ day of
_____________, 2018 (the “Minimum Assessment Agreement”), is between the MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the
State of Minnesota (the “Authority”), and BOULEVARD APARTMENTS, LIMITED PARTNERSHIP, a
Minnesota limited partnership (the “Developer”).
WITNESSETH
WHEREAS, the Authority and the Developer have entered into that certain Contract for Private
Development, dated _______________, 2018 (the “Contract”), regarding the acquisition of property, the
construction of a three-story, 60-unit workforce rental building, including underground parking (the
“Minimum Improvements”) to be constructed on property legally described in Exhibit A (the “Development
Property”); and
WHEREAS, the Authority and the Developer desire to establish a minimum market value for the
Development Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota
Statutes, Section 469.177, subdivision 8; and
WHEREAS, the Authority and the County Assessor (the “Assessor”) have reviewed the preliminary
plans and specifications for the Minimum Improvements and have inspected such improvements;
NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the
promises, covenants and agreements made by each to the other, do hereby agree as follows:
1. All capitalized terms used herein and not otherwise defined have the definition given such
terms in the Contract.
2. The minimum market value which shall be assessed for ad valorem tax purposes for the
Development Property, together with the Minimum Improvements constructed thereon, shall be $1,560,000
as of January 2, 2020, notwithstanding the progress of construction by such date, until January 2, 2021.
3. The minimum market value which shall be assessed for ad valorem tax purposes for the
Development Property, together with the Minimum Improvements constructed thereon, shall be $7,800,000
as of January 2, 2021, notwithstanding the progress of construction by such date, and as of each January 2
thereafter until termination of this Minimum Assessment Agreement under Section 4 hereof.
4. The minimum market value herein established shall be of no further force and effect and this
Minimum Assessment Agreement shall terminate on the earlier of (i) date the principal of and interest on the
Tax Increment Revenue Note delivered to the Developer by the Authority pursuant to the terms of
Contract is paid in full; or (ii) the date the Tax Increment Financing District No. 1-6 established by the
Authority and the City of Mounds View is decertified. The Authority shall execute a certificate or affidavit
upon the occurrence of a termination event referred to in this Section 3 indicating that this Minimum
Assessment Agreement has terminated and shall supply such certificate to the Developer for recording.
5. This Minimum Assessment Agreement shall be promptly recorded by the Authority. The
Developer shall pay all costs of recording.
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6. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended
to, nor shall they be construed as, modifying the terms of the Contract.
7. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties.
8. Each of the parties has authority to enter into this Minimum Assessment Agreement and to
take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of
this Minimum Assessment Agreement.
9. In the event any provision of this Minimum Assessment Agreement shall be held invalid and
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
10. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver,
or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications
hereto, and such further instruments as may reasonably be required for correcting any inadequate, or
incorrect, or amended description of the Development Property or the Minimum Improvements or for
carrying out the expressed intention of this Minimum Assessment Agreement.
11. This Minimum Assessment Agreement may not be amended nor any of its terms modified
except by a writing authorized and executed by all parties hereto.
12. This Minimum Assessment Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
13. This Minimum Assessment Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the Authority and the Developer have caused this Minimum Assessment
Agreement to be executed in their respective corporate names by their duly authorized officers, all as of the
date and year first written above.
MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _____________, 2018, by
_____________________________, the President 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 Authority.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _____________, 2018, by Nyle
Zikmund, the Executive Director 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 Authority.
Notary Public
This document was drafted by:
KENNEDY & GRAVEN, CHARTERED (JAE)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402
Telephone: 612-337-9300
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BOULEVARD APARTMENTS, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: Mounds View Group LLC
Its: General Partner
By: ____________________________
Christopher J. Stokka
Its: Chief Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _______________, 2018, by
Christopher J. Stokka, the Chief Manager of Mounds View Group LLC, the general partner of Boulevard
Apartments, Limited Partnership, a Minnesota limited partnership, on behalf of the Developer.
Notary Public
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CERTIFICATION BY COUNTY ASSESSOR
The undersigned, having reviewed the plans and specifications for the improvements to be
constructed and the market value assigned to the land upon which the improvements are to be constructed,
hereby certifies as follows: the undersigned Assessor, being legally responsible for the assessment of the
above described property, hereby certifies that the market values assigned to the land and improvements are
reasonable.
ASSESSOR FOR RAMSEY COUNTY
By
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this ___ day of ____________, 2018, by
_________________, the County Assessor of Ramsey County, Minnesota.
Notary Public
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EXHIBIT A TO MINIMUM ASSESSMENT AGREEMENT
LEGAL DESCRIPTION
[Inset legal descriptions]
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EXHIBIT F
FORM OF INVESTMENT LETTER
To the Mounds View Economic Development Authority (the “Authority”)
Attention: Executive Director
Re: $546,000 Tax Increment Limited Revenue Note, Series 201_
The undersigned, as Owner of $_____ in principal amount of the above captioned Note (the
“Note”) pursuant to a resolution of the Authority adopted on June 11, 2018 (the “Resolution”), hereby
represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, development counsel,
as follows:
1. We understand and acknowledge that the TIF Note is delivered to the Owner as of this
date pursuant to the Resolution and the Contract for Private Development between the Authority and the
Owner, dated as of ________, 2018 ( the “Contract”).
2. We understand that the TIF Note is payable as to principal and interest solely from
Available Tax Increment (as defined in the TIF Note).
3. We further understand that any estimates of Tax Increment (as defined in the Contract)
prepared by the Authority or its financial advisors in connection with the TIF District (as defined in the
Contract), the Contract or the TIF Note are for the benefit of the Authority, and are not intended as
representations on which the Owner may rely.
4. We have sufficient knowledge and experience in financial and business matters,
including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of
the investment represented by the purchase of the above stated principal amount of the TIF Note.
5. We acknowledge that no offering statement, prospectus, offering circular or other
comprehensive offering statement containing material information with respect to the Authority and the
TIF Note has been issued or prepared by the Authority, and that, in due diligence, we have made our own
inquiry and analysis with respect to the Authority, the TIF Note and the security therefor, and other
material factors affecting the security and payment of the TIF Note.
6. We acknowledge that we have either been supplied with or have access to information,
including financial statements and other financial information, to which a reasonable investor would
attach significance in making investment decisions, and we have had the opportunity to ask questions and
receive answers from knowledgeable individuals concerning the Authority, the TIF Note and the security
therefor, and that as a reasonable investor we have been able to make our decision to purchase the above
stated principal amount of the TIF Note.
7. We have been informed that the TIF Note (i) is not being registered or otherwise
qualified for sale under the “Blue Sky” laws and regulations of any state, or under federal securities laws
or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no
rating from any rating service.
8. We acknowledge that neither the Authority nor Kennedy & Graven, Chartered have made
any representations as to the status of interest on the TIF Note for state or federal income tax purposes.
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9. We represent to you that we are purchasing the TIF Note for our own accounts and not
for resale or other distribution thereof, except to the extent otherwise provided in the TIF Note, the
Resolution, or any other resolution adopted by the Authority.
10. All capitalized terms used herein have the meaning provided in the Contract unless the
context clearly requires otherwise.
11. The Owner’s federal tax identification number is: __________________________.
12. We acknowledge receipt of the TIF Note as of the date hereof.
BOULEVARD APARTMENTS, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: Mounds View Group LLC
Its: General Partner
By: ____________________________
Christopher J. Stokka
Its: Chief Manager
Dated: _____________, 201_