2013-11-19 Development Agreement15
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Doc. No. A1252364
EXECUTION COPY OFFICE OF THE COUNTY RECORDER
WRIGHT COUNTY, MINNESOTA
Certified Filed and/or Recorded on
11 /19/2013 at 2:30 PM
Check #: 32698 Fee: $46.00
Payment Code 02
Addl. Fee
Barb Gabrelcik, County Recorder
CONTRACT
I',711] 7
PRIVATE DEVELOPMENT
By and Between
CITY OF ALBERTVILLE, MINNESOTA
This document was drafted by:
KENNEDY & GRAVEN, Chartered
470 U.S. Bank Plaza
Minneapolis, Minnesota 55402
Telephone: 612-3 3 7-93 00
RETURN TO:
City of Albertville
5959 Main Ave NE
PO BOX 9
Albertville, MN 55301
and
EVANS PARK, INC.
Dated: August 5, 2013
4265930 NMI AL141-59
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10
PREAMBLE 1
Section 1.1. Definitions
TABLE OF CONTENTS
ARTICLE I
Defmitions
ARTICLE II
Representations and Warranties
Page
....... 2
Section 2.1. Representations by the City 5
Section 2.2. Representations and Warranties by the Developer...................................................... 5
ARTICLE III
Public Improvements; Financing
Section 3.1. Status of Development Property.................................................................................. 7
Section 3.2. Public Development Costs.......................................................................................... 7
Section 3.3. Reimbursement of Public Development Costs............................................................ 7
Section 3.4. Payment of Administrative Costs................................................................................. 8
Section3.5. Records......................................................................................................................... 8
Section 3.6. Purpose of Assistance................................................................................................... 8
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Improvements..................................................................................... 9
Section 4.2. Construction Plans........................................................................................................ 9
Section 4.3. Commencement and Completion of Construction.....................................................10
Section 4.4. Certificate of Completion...........................................................................................10
Section4.5. Income Limits.............................................................................................................10
Section 5.1. Insurance...........
Section 5.2. Subordination....
ARTICLE V
Insurance and Condemnation
.............................................................12
.............................................................13
ARTICLE VI
Tax Increment; Taxes
Section 6.1. Right to Collect Delinquent Taxes.............................................................................14
Section6.2. Reduction of Taxes.....................................................................................................14
4265930 MNI AL141-59
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ARTICLE VII
Financing
Section7.1. Mortgage Financing...................................................................................................15
Section 7.2. City's Option to Cure Default on Mortgage..............................................................15
Section 7.3. Modification; Subordination......................................................................................15
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1.
Representation as to Development.............................................................................16
Section 8.2.
Prohibition Against Developer's Transfer of Property and
Assignment of Agreement..........................................................................................16
Section 8.3.
Release and Indemnification Covenants....................................................................17
ARTICLE IX
Events of Default
Section 9.1.
Events of Default Defined..........................................................................................19
Section 9.2.
Remedies on Default..................................................................................................19
Section 9.3.
No Remedy Exclusive................................................................................................19
Section 9.4.
No Additional Waiver Implied by One Waiver........................................................19
ARTICLE X
Additional Provisions
Section 10.1.
Conflict of Interests; City Representatives Not Individually Liable .........................
20
Section 10.2.
Equal Employment Opportunity................................................................................
20
Section 10.3.
Restrictions on Use.....................................................................................................20
Section 10.4.
Provisions Not Merged With Deed............................................................................
20
Section 10.5.
Titles of Articles and Sections....................................................................................
20
Section 10.6.
Notices and Demands.................................................................................................20
Section10.7.
Counterparts................................................................................................................21
Section10.8.
Recording....................................................................................................................21
TESTIMONIUM................................................................................................................................22
SIGNATURES...................................................................................................................................23
SCHEDULE A
Development Property
SCHEDULE B
Authorizing Resolution
SCHEDULE C
Certificate of Completion
SCHEDULE D
Form of Renter's Income Verification Form
4265930 MNI AL141-59 ii
CONTRACT FOR PRIVATE DEVELOPMENT
THIS AGREEMENT, made as of the 5th day of August, 2013, by and between the CITY
OF ALBERTVILLE, MINNESOTA, a Minnesota municipal corporation (the "City"), and EVANS
PARK, INC., a Minnesota non-profit corporation (the "Developer").
WITNESSETH:
WHEREAS, the City has undertaken a program to promote economic development and job
opportunities and to promote the development of land which is underutilized within the City, and in
this connection created Development District No. 1 (hereinafter referred to as the "Project") in an
area (hereinafter referred to as the "Project Area") located in the City and Tax Increment Financing
District No. 15 (the "TIF District") within the Project Area, all pursuant to Minnesota Statutes,
Sections 469.124 to 469.134, as amended (the "Act") and Minnesota Statutes, Sections 469.174 to
469.1799, as amended (the "Tax Increment Act"); and
WHEREAS, pursuant to the Act, the City is authorized to undertake certain activities to
facilitate the development of such underutilized land by private enterprise; and
WHEREAS, the Developer has acquired certain property (the "Development Property") in
the Project Area and TIF District and has proposed to construct a 63-unit senior housing facility
consisting of a mix of independent living, assisted living, and memory care units (the "Minimum
Improvements").
WHEREAS, in order to achieve the objectives of the Development Plan for the Project the
City is prepared to reimburse the Developer for certain public development costs of the Project in
accordance with the Development Plan and this Agreement; and
WHEREAS, the City believes that the development of the Project Area 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:
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ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Act" means Minnesota Statutes, Sections 469.124 to 469.134, as amended.
"Agreement" means this Agreement, as the same may be from time to time modified,
amended, or supplemented.
"Authorizing Resolution" means the resolution of the City, substantially in the form of the
attached Schedule B, adopted by the City Council to authorize the issuance of the Note.
"Certificate of Completion" means the certification provided to the Developer, or the
purchaser of any part, parcel or unit of the Development Property, pursuant to Section 4.4 of this
Agreement.
"City" means the City of Albertville, Minnesota.
"City Representative" means the City Administrator or person designated in writing by the
City Administrator to act as the City Representative of the City of Albertville.
"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) shall be as detailed as the plans, specifications, drawings
and related documents which are submitted to the appropriate building officials of the City, and (b)
shall include at least the following: (1) public plan; (2) foundation plan; (3) basement plans; (4)
floor plan for each floor; (5) cross sections of each (length and width); (6) elevations (all sides); (7)
landscape plan; and (8) such 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 the County of Wright, Minnesota.
"Developer" means Evans Park, Inc. or its permitted successors and assigns.
"Development Property" means the real property described in Schedule A of this
Agreement, provided that upon approval and recording of the final plat of the Development
Property, the platted legal description shall control.
"Development Plan" means the City's Development Program for Development District No.
1 initially approved by the Council in April, 1981 pursuant to and in accordance with the City
Development District Act, and as it has been or may be modified.
"Event of Default" means an action by the Developer listed in Article IX of this Agreement.
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"Holder" means the owner of a Mortgage.
"Maturity Date" means the date that the Note has been paid in full or terminated, whichever
is earlier.
"Minimum Improvements" means the development on the Development Property of
approximately 63 units of independent, assisted living, and memory care housing for rental to senior
citizens, at least 13 units of which will be reserved for occupants with an income at or below 50% of
the area medium income.
"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 VIII of this Agreement.
"Note" means a Tax Increment Revenue Note, substantially in the form contained in the
Authorizing Resolution, to be delivered by the City to the Developer in consideration for the
Developer's payment of Public Development Costs, and any obligation issued to refund the Note.
"Project" means the City's Development District No. 1.
"Project Area" means the real property located within the boundaries of the Project.
"Public Development Costs" means those costs to be paid or reimbursed to the Developer
by the City in connection with the development hereunder as set forth in Section 3.2.
"State" means the State of Minnesota.
"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 City as tax increment pursuant to the Tan Increment
Act.
"Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota
Statutes, Sections 469.174 to 469.1799, as amended.
"Tax Increment District" or "TIF District" means the City's Tax Increment Financing
District No. 15.
"Tax Increment Plan" or "TIF Plan" means the City's Tax Increment Financing Plan for Tax
Increment Financing District No. 15, as approved August 5, 2013, and as it may be amended.
"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.
"Unavoidable Delays" means delays beyond the reasonable control of the party seeking to
be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged
adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation
4265930 MNI AL141-59
commenced by third parties which, by injunction or other similar judicial action, directly results in
delays, or acts of any federal, state or local governmental unit (other than the City in exercising its
rights under this Agreement) which directly result in delays. Unavoidable Delays shall not include
delays in the Developer's obtaining of permits or governmental approvals necessary to enable
construction of the Minimum Improvements by the dates such construction is required under
Section 4.3 of this Agreement.
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ARTICLE II
Representations and Warranties
Section 2.1. Representations by the City. The City makes the following representations as
the basis for the undertaking on its part herein contained:
(a) The City is a statutory city duly organized and existing under the laws of the State.
Under the provisions of the Act, the City 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 City.
(b) The City proposes to assist in financing certain Public Development Costs necessary
to serve the Development Property and Minimum Improvements in accordance with the terms of
this Agreement.
(c) The activities of the City are undertaken for the purpose of fostering affordable
rental senior housing for persons of low and moderate income.
Section 2.2. Representations and Warranties by the Developer. The Developer represents
and warrants that:
(a) The Developer is a non-profit corporation, duly organized and in good standing
under the laws of the State of Minnesota, is not in violation of any provisions of its articles of
incorporation or bylaws, is duly authorized to transact business within the State, has power to enter
into this Agreement and has duly authorized the execution, delivery, and performance of this
Agreement by proper action of its officers.
(b) The Developer will construct, operate and maintain the Minimum Improvements in
accordance with the terms of this Agreement, the Development Plan and all 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 has received no notice or communication from any local, state or
federal official that the activities of the Developer or the City in the Project Area may be or will be
in violation of any environmental law or regulation (other than those notices or communications of
which the City is aware). The Developer is aware of no facts the existence of which would cause it
to be in violation of or give any person a valid claim under any local, state or federal environmental
law, regulation or review procedure.
(d) The Developer will construct the Minimum Improvements in accordance with all
local, state or federal energy -conservation laws or regulations.
(e) 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
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Minimum Improvements before August 5, 2013, the date of approval of the TIF Plan for the TIF
District.
(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 evidence of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a parry or by which it is
bound, or constitutes a default under any of the foregoing.
(g) Whenever any Event of Default occurs and if the City 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, and the City prevails in such action, the Developer agrees that it shall, within ten days
of written demand by the City, pay to the City the reasonable fees of such attorneys and such other
expenses so incurred by the City.
(h) The proposed development by the Developer hereunder would not occur but for the
tax increment financing assistance being provided by the City hereunder.
(i) The Developer shall promptly advise the City 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
the Developer or its business which may delay or require changes in construction of the Minimum
Improvements.
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ARTICLE III
Public Development Costs; Financing
Section 3.1. Status of Development Property. (a) The Developer has acquired the
Development Property. The City has no obligation to acquire the Development Property or any
portion thereof.
(b) The Developer and City will negotiate and execute a Planned Unit Development
Agreement (the "PUD Agreement") in conjunction with this Agreement and with a final plat of the
Development Property under City ordinances. The PUD Agreement, as fully executed, is
incorporated into this Agreement by reference. The City and Developer agree that any event of
default under the PUD Agreement shall constitute an Event of Default pursuant to this Agreement.
Section 3.2. Public Development Costs In order to make development of the Minimum
Improvements economically feasible, the City will reimburse the Developer for a portion of the
actual costs of acquiring the Development Property, site improvements and infrastructure costs
("Public Development Costs"). The total principal amount of Public Development Costs subject to
reimbursement will not exceed $1,200,000. Public Development Costs in excess of the specified
total are the responsibility of the Developer.
Section 3.3. Issuance of Note. (a) Terms. To finance a portion of the Public Development
Costs paid by the Developer, the City shall issue and the Developer shall purchase the Note in the
maximum principal amount of $1,200,000. The City shall issue and deliver the Note upon
Developer having:
(i) delivered to the City written evidence satisfactory to the City that the
Developer has incurred Public Development Costs in an amount at least equal to the
principal amount of the Note, which evidence must include copies of the paid invoices or
other comparable evidence for costs of allowable Public Development Costs.
(ii) submitted and obtained City approval of financing in accordance with
Section 7.1; and
(iii) delivered to the City an investment letter in a form reasonably satisfactory to
the City.
The terms of the Note will be substantially those set forth in the form of the Note shown in Schedule
B, and the Note will be subject to all terms of the Authorizing Resolution, which are incorporated
herein by reference.
(c) Termination of right to Note. In accordance with Section 469.1763, Subdivision 3
of the TIF Act, conditions for delivery of the Note must be met within five years after the date of
certification of the TIF District by the County. If the conditions are not satisfied by such date, the
City has no further obligations under this Section 3.3.
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(d) Assignment of Note. The City acknowledges that the Developer may assign the Note
to a third party. The City consents to such an assignment, conditioned upon receipt of an
investment letter from such third party in a form reasonably acceptable to the City.
(e) Qualifications. The Developer understands and acknowledges that the City makes
no representations or warranties regarding the amount of Tax Increment, or that revenues pledged to
the Note will be sufficient to pay the principal and interest on the Note. Any estimates of Tax
Increment prepared by the City or its financial advisors in connection with the TIF District or this
Agreement are for the benefit of the City, and are not intended as representations on which the
Developer may rely. Public Development Costs exceeding the principal amount of the Note are the
sole responsibility of Developer.
Section 3.4. Payment of Administrative Costs. The parties agree that "Administrative
Costs," will be paid from the City's authorized administrative allowance of Tax Increment, and that
the Developer has no obligation to reimburse the City for such expenditures. For purposes of this
section, "Administrative Costs" means out of pocket costs incurred by the City together with staff
costs of the City, 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
development of the Development Property.
Section 3.5. Records. The City and its representatives shall have the right at all reasonable
times after reasonable notice to inspect, examine and copy all books and records of Developer
relating to the Minimum Improvements and the Public Development Costs.
Section 3.6 Purpose of Assistance. The parties agree and understand that the purpose of the
City's financial assistance to the Developer is to facilitate development of affordable residential
rental senior housing for persons of low and moderate income, and is not a "business subsidy"
within the meaning of Minnesota Statutes, Sections 1161993 to 116J.995.
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ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Improvements. The Developer agrees that it will construct the
Minimum Improvements on the Development Property in accordance with the approved
Construction Plans and at all times prior to the Maturity Date, will operate and maintain, preserve
and keep the Minimum Improvements or cause such improvements to be maintained, preserved and
kept with the appurtenances and every part and parcel thereof, in good repair and condition. The
City shall 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 shall submit to the City Construction Plans. The
Construction Plans shall provide for the construction of the Minimum Improvements and shall be in
conformity with the Development Plan, this Agreement, and all applicable State and local laws and
regulations. The City 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 Development 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 City Representative shall relieve
the Developer of the obligation to comply with the terms of this Agreement or of the Development
Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the
Minimum Improvements in accordance therewith. No approval by the City Representative shall
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, such Construction Plans shall be deemed approved
unless rejected in writing by the City Representative, in whole or in part. Such rejections shall set
forth in detail the reasons therefore, and shall be made within 30 days after the date of their receipt
by the City. If the City Representative rejects any Construction Plans in whole or in part, the
Developer shall submit new or corrected Construction Plans within 10 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 shall continue to apply until the Construction Plans
have been approved by the City. The City Representative's approval shall not be unreasonably
withheld, delayed or conditioned. Said approval shall constitute a conclusive determination that the
Construction Plans (and the Minimum Improvements constructed in accordance with said plans)
comply to the City'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 City, the Developer shall submit the proposed change to the City for its
approval. If the Construction Plans, as modified by the proposed change, conform to the
requirements of this Section 4.2 of this Agreement with respect to such previously approved
Construction Plans, the City shall approve the proposed change and notify the Developer in writing
of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by
4265930 NMI AL141-59 9
the City unless rejected, in whole or in part, by written notice by the City to the Developer, setting
forth in detail the reasons therefor. Such rejection shall be made within 30 days after receipt of the
notice of such change. The City's approval of any such change in the Construction Plans will not be
unreasonably withheld.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delays, the Developer will commence construction of the Minimum Improvements by September 1,
2013, and will substantially complete construction of the Minimum Improvements by October 1,
2014. All work with respect to the Minimum Improvements to be constructed or provided by the
Developer on the Development Property shall be in conformity with the Construction Plans as
submitted by the Developer and approved by the City.
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 such successors and assigns,
shall promptly begin and diligently prosecute to completion the development of the Development
Property through the construction of the Minimum Improvements thereon. After the date of this
Agreement and until construction of the Minimum Improvements has been completed, the
Developer shall make reports, in such detail and at such times as may reasonably be requested by
the City, as to the actual progress of the Developer with respect to such construction.
Section 4.4. Certificate of Completion. (a) Promptly after completion of the Minimum
Improvements in accordance with those provisions of the Agreement relating solely to the
obligations of the Developer to construct the Minimum Improvements (including the dates for
commencement and completion thereof), the City Representative will furnish the Developer with a
Certificate shown as Schedule C. Such certification and such determination shall not constitute
evidence of compliance with or satisfaction of any obligation of the Developer to any Holder of a
Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum
Improvements, or any part thereof.
(b) If the City Representative shall refuse or fail to provide any certification in
accordance with the provisions of this Section 4.4 of this Agreement, the City Representative shall,
within thirty (30) days after written request by the Developer, provide the Developer with a written
statement, indicating in adequate detail in what respects the Developer has failed to complete the
Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in
default, and what measures or acts will be necessary, in the opinion of the City, for the Developer to
take or perform in order to obtain such certification.
(c) The construction of the Minimum Improvements shall be deemed to be complete
upon issuance of a certificate of occupancy by the City.
Section 4.5. Income Limits. (a) The City and the Developer understand and agree that the
TIF District will constitute a "housing district" under Section 469.174, Subd. 11 of the TIF Act.
The Developer covenants that, for the duration of the TIF District, it will comply with all income
requirements for a qualified residential rental project as defined in Section 142(d) of the Internal
Revenue Code.
(b) On or before February 2 of each year for the duration of the TIF District, the
Developer shall submit evidence in substantially the form in Schedule E, showing that the
4265930 MINI AL141-59 10
Minimum Improvements meet the relevant income requirements. The City will review such
evidence to determine that the TIF District remains a housing district under the TIF Act.
(c) If the City determines based on the evidence submitted by Developer, or 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," such event shall be deemed
an Event of Default under this Agreement. In addition to any remedies available to the City under
Article IX hereof, the Developer shall indemnify, defend and hold harmless the City for any
damages or costs resulting therefrom.
4265930 MNI AL141-59 11
ARTICLE V
Insurance
Section 5.1. Insurance. (a) The Developer will provide and maintain at all times during the
process of constructing the Site Improvements and Minimum Improvements an All Risk Broad
Form Basis Insurance Policy and, from time to time during that period, at the request of the City,
furnish the City 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
City shall be protected in accordance with a clause in form and content satisfactory to the
City;
(ii) Comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual liability
insurance) together with an Owner's 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 City shall
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 shall maintain, or cause to be maintained, at its cost and expense, and
from time to time at the request of the City shall 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 such 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 $1,000,000, and
shall be endorsed to show the City as additional insured.
(iii) Such other insurance, including workers' compensation insurance respecting all
employees of the Developer, in such 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 of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Developer which are authorized
426593v4 MNI AL141-59 12
under the laws of the State to assume the risks covered thereby. Upon request, the Developer will
deposit annually with the City policies evidencing all such insurance, or a certificate or certificates
or binders of the respective insurers stating that such insurance is in force and effect. Unless
otherwise provided in this Article V of this Agreement each policy shall contain a provision that the
insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the
amounts required herein without giving written notice to the Developer and the City 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 shall deposit with the City a
certificate or certificates of the respective insurers as to the amount of coverage in force upon the
Minimum Improvements.
(d) The Developer agrees to notify the City immediately in the case of damage
exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. In such event 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 such damage and, to the extent necessary
to accomplish such repair, reconstruction and restoration, the Developer will apply the Net Proceeds
of any insurance relating to such damage received by the Developer to the payment or
reimbursement of the costs thereof.
The Developer shall complete the repair, reconstruction and restoration of the Minimum
Improvements, whether or not the Net Proceeds of insurance received by the Developer for such
purposes are sufficient to pay for the same. Any Net Proceeds remaining after completion of such
repairs, construction and restoration shall 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 one year
from the date of damage, the City may, at its option, terminate the Note. If the City terminates the
Note, such termination shall constitute the City's sole remedy under this Agreement as a result of the
Developer's failure to repair, reconstruct or restore the Minimum Improvements. Thereafter, the
City shall have no further obligations to make any payments under the Note.
(f) The Developer and the City agree that all of the insurance provisions set forth in this
Article V shall 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 City with respect to the receipt and application of any proceeds of
insurance shall, in all respects, be subject and subordinate to the rights of any lender under a
Mortgage approved pursuant to Article VII of this Agreement.
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ARTICLE VI
Tax Increment; Taxes
Section 6.1. Right to Collect Delinquent Taxes. The Developer acknowledges that the City
is providing substantial aid and assistance in furtherance of the redevelopment through issuance of
the Note. The Developer understands that the Tax Increments pledged to payment on the 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 City 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 City shall also be entitled to recover its
costs, expenses and reasonable attorney fees.
Section 6.2. Reduction of Taxes. The Developer agrees that 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; or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1
of this Agreement. The Developer also agrees that it will not, prior to the Maturity Date, seek
exemption from property tax for the Development Property or 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.
426593v4 MNI AL141-59 14
ARTICLE VII
Financing
Section 7.1. Mortgage Financing. (a) Before commencement of construction of the
Minimum Improvements, the Developer shall submit to the City evidence of one or more
commitments for financing which, together with committed equity for such construction, is
sufficient for payment of the Minimum Improvements. Such 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 City finds that the financing is sufficiently committed and adequate in amount
to pay the costs specified in paragraph (a) then the City shall notify the Developer in writing of its
approval. Such approval shall not be unreasonably withheld and either approval or rejection shall
be given within twenty (20) days from the date when the City is provided the evidence of financing.
A failure by the City to respond to such evidence of financing shall be deemed to constitute an
approval hereunder. If the City rejects the evidence of financing as inadequate, it shall do so in
writing specifying the basis for the rejection. In any event the Developer shall submit adequate
evidence of financing within ten (10) days after such rejection.
Section 7.2. City s Option to Cure Default on Mortgage. In the event that any portion of
the Developer's funds is provided through mortgage financing, and there occurs a default under any
Mortgage authorized pursuant to Article VII of this Agreement, the Developer shall cause the City
to receive copies of any notice of default received by the Developer from the holder of such
Mortgage. Thereafter, the City 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.
Section 7.3. Modification; Subordination. In order to facilitate the Developer obtaining
financing for the development of the Minimum Improvements, the City agrees to subordinate its
rights under this Agreement to the Holder of any Mortgage securing construction or permanent
financing, under terms and conditions reasonably acceptable to the City.
4265930 MNI AL141-59 15
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 prior to issuance of the Certificate of
Completion for the Minimum Improvements:
(a) Except only by way of security for, and only for, the purpose of obtaining financing
necessary to enable the Developer or any successor in interest to the Development Property, or any
part thereof, to perform its obligations with respect to making the Minimum Improvements under
this Agreement, and any other purpose authorized by this Agreement, the Developer has not made
or created and will not make or create or suffer to be made or created any total or partial sale,
assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or
with respect to the Agreement or the Development Property or any part thereof or any interest
therein, or any contract or agreement to do any of the same (except a lease to a residential
occupant), without the prior written approval of the City unless the Developer remains liable and
bound by this Development Agreement in which event the City's approval is not required. Any
such transfer shall be subject to the provisions of this Agreement.
(b) In the event the Developer, upon transfer or assignment of the Development
Property or any portion thereof, seeks to be released from its obligations under this Development
Agreement as to the portions of the Development Property that is transferred or assigned, the City
shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any
such release that:
(i) Any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the
obligations undertaken in this Agreement by the Developer as to the portion of the
Development Property to be transferred.
(ii) Any proposed transferee, by instrument in writing satisfactory to the City
and in form recordable among the land records, shall, for itself and its successors and
assigns, and expressly for the benefit of the City, have expressly assumed all of the
obligations of the Developer under this Agreement 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 City) deprive the City of any rights or remedies or
controls with respect to the Development Property or any part thereof or the construction of
4265930 MNI AL141-59 16
the Minimum Improvements; it being the intent of the parties as expressed in this
Agreement that (to the fullest extent permitted at law and in equity and excepting only in the
manner and to the extent specifically provided otherwise in this Agreement) no transfer of,
or change with respect to, ownership in the Development Property or any part thereof, or
any interest therein, however consummated or occurring, and whether voluntary or
involuntary, shall operate, legally or practically, to deprive or limit the City of or with
respect to any rights or remedies on controls provided in or resulting from this Agreement
with respect to the Minimum Improvements that the City would have had, had there been no
such transfer or change. In the absence of specific written agreement by the City to the
contrary, no such transfer or approval by the City thereof shall be deemed to relieve the
Developer, or any other party bound in any way by this Agreement or otherwise with
respect to the construction of the Minimum Improvements, from any of its obligations with
respect thereto.
(iii) 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 City.
In the event the foregoing conditions are satisfied then 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.
After issuance of the Certificate of Completion for the Minimum Improvements, the
Developer may transfer or assign any portion of the Development Property or the Developer's
interest in this Agreement without the prior written consent of the City, provided that the transferee
or assignee is bound by all the Developer's obligations hereunder. The Developer shall submit to
the City written evidence of any such transfer or assignment, including the transferee or assignee's
express assumption of the Developer's obligations under this Agreement. If the Developer fails to
provide such evidence of transfer and assumption, the Developer shall remain bound by all its
obligations under this Agreement.
Section 8.3. Release and Indemnification Covenants. (a) The Developer releases from and
covenants and agrees that the City and the governing body members, officers, agents, servants and
employees thereof shall not be liable for and agrees to indemnify and hold harmless the City and the
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 City and the governing
body members, officers, agents, servants and employees 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) The City and the governing body members, officers, agents, servants and employees
thereof shall not be liable for any damage or injury to the persons or property of the Developer or its
4265930 MNI AL141-59 17
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 City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the City and not of any governing body member, officer, agent, servant or employee
of the City in the individual capacity thereof.
4265930 NMI AL141-59 18
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined. The following shall be "Events of Default" under
this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement
(unless the context otherwise provides), any failure by any parry to observe or perform any
covenant, condition, obligation or agreement on its part to be observed or performed under this
Agreement, or under any loan agreement, promissory note, or related document in connection with
this Agreement.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section
9.1 of this Agreement occurs, the non -defaulting party may exercise its rights under this Section 9.2
after providing thirty 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 thirty days, the defaulting party does not provide assurances 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 the Agreement until it receives assurances that the
defaulting parry 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 City may terminate the Note and the TIF
District.
(d) Take whatever action, including legal, equitable or administrative action, which may
appear necessary or desirable to collect any payments due under this Agreement, or to enforce
performance and observance of any obligation, agreement, or covenant under this Agreement.
Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
City or Developer 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 City to exercise
any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be
required in this Article IX.
Section 9.4. 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, 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.
426593v4 MNI AL141-59 19
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; City Representatives Not Individually Liable. The City
and the Developer, to the best of their respective knowledge, represent and agree that no member,
official, or employee of the City shall have any personal interest, direct or indirect, in the
Agreement, nor shall any such member, official, or employee participate in any decision relating to
the Agreement which affects his personal interests or the interests of any corporation, partnership, or
association in which he is, directly or indirectly, interested. No member, official, or employee of the
City shall be personally liable to the Developer, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Developer or
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 residential rental 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 shall be merged by reason of any deed transferring any interest in the
Development Property and any such deed shall 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 shall 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 shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally; and
(a) in the case of the Developer, is addressed to or delivered personally to the Developer
at 508 Freeport Ave. NW, Suite A, Elk River, Minnesota 55330, Attn: Daniel C. Dixon; and
(b) in the case of the City, is addressed to or delivered personally to the City at City
Hall, 5959 Main Ave. NE, Albertville, Minnesota 55301, Attn: City Administrator;
4265930 W1 AL141-59 20
or at such other address with respect to either such party as that parry 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 shall constitute one and the same instrument.
Section 10.8. Recording. The City may record this Agreement and any amendments thereto
with the Wright County recorder. The Developer shall pay all costs for recording.
4265930 MNI AL141-59 21
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and behalf and its seal to be hereunto duly affixed and the Developer has caused this
Agreement to be duly executed in its name and behalf as of the date first above written.
CITY OF ALBERTVILLE, MINNESOTA
By
It Mayor
y, 4, Z eZ,-eZ
Its City inistrator
STATE OF MINNESOTA )
) SS.
COUNTY OF WRIGHT )
The foregoing instrument was acknowledged before me this -?,t �fJ p 13 by
and A," Ne/STu.J ,the Mayor and City Administrator of the City of
Albertville, Minnesota, on behalffofthe City.
Tina Louise Lannes
Notary Public
Minnesota
My Commission Exl*es AwM 31, 2014
Notary Public
426593v4 MNI AL141-59 22
EV.
STATE OF MINNESOTA )
SS.
COUNTY OF WRIGHT )
The foregoing instrument was acknowledged before me this 3e �d ��, 2013 by
the C E o of Evans Park, Ync., on behalf of the
non-profit corporation.
Notary Public
12-
Tina Louise Lannes= NotaryPublic
Minnesota
My Commission ExpiresJanuay31,2014
426593v4 MNI AL141-59 23
SCHEDULE A
DEVELOPMENT PROPERTY
Lot 1, Block 1, Guardian Angels of Albertville, according to the plat of record, as on file in the
office of the Wright County Recorder, Wright County, Minnesota.
A-1
4265930 MNI AL141-59
SCHEDULE B
Authorizing Resolution
CITY OF ALBERTVILLE, MINNESOTA
RESOLUTION NO.
RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND
AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS
AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE,
SERIES 2013; IN THE MAXIMUM PRINCIPAL AMOUNT OF $1,200,000.
BE IT RESOLVED BY the City Council ("Council") of the City of Albertville, Minnesota
(the "City") as follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The City has heretofore approved the establishment of Tax
Increment Financing District No. 15 (the "TIF District") within Development District No. 1
("Project"), and has adopted a tax increment financing plan for the purpose of financing certain
improvements within the Project.
Pursuant to Minnesota Statutes, Section 469.178, the City is authorized to issue and sell its
bonds for the purpose of financing a portion of the public development costs of the Development
District. Such bonds are payable from all or any portion of revenues derived from the TIF District
and pledged to the payment of the bonds. The City hereby finds and determines that it is in the best
interests of the City that it issue and sell its Tax Increment Revenue Note, Series 2013 (the "Note")
in the maximum aggregate principal amount of $1,200,000.00, for the purpose of financing certain
public costs of the Project.
1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. The City hereby
approves the Contract for Private Development (the "Agreement") between the City and Evans
Park, Inc. (the "Owner"), and authorizes the Mayor and City Administrator to execute such
Agreement in substantially the form on file with the City, subject to modifications that do not alter
the substance of the transaction and are approved by such officials, provided that execution of the
Agreement by such officials is conclusive evidence of their approval. Pursuant to the Agreement,
the Note shall be sold to the Owner. The Note shall be dated as of the date of delivery and shall
bear interest at the rate of 3% per annum to the earlier of maturity or prepayment. The City shall
receive in exchange for the sale of the Note the payment by the Owner of the Public Development
Costs as defined in the Agreement. The Note will be delivered in accordance with the terms of
Section 3.3 of the Agreement.
Section 2. Form of Note. The Note shall be in substantially the following form, with
the blanks to be properly filled in and the principal amount adjusted as of the date of issue:
B-2
4265930 MNI AL141-59
UNITED STATE OF AMERICA
STATE OF MINNESOTA
COUNTY OF WRIGHT
CITY OF ALBERTVILLE
No. R-1
TAX INCREMENT REVENUE NOTE
SERIES 2013
Rate
3.0%
Date
of Original Issue
20
The City of Albertville, Minnesota (the "City"), for value received, certifies that it is
indebted and hereby promises to pay to Evans Park, Inc. or registered assigns (the "Owner"), the
principal sum of $ and to pay interest thereon at the rate of three percent (3.0%) per
annum, but solely from the sources and to the extent set forth herein.
1. Payments. Principal and interest ("Payments") shall be paid on August 1, 20_ and
each February 1 and August 1 thereafter to and including February 1, 20_ ("Payment Dates") in
the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to
accrued interest, and then to unpaid principal.
Payments are payable by mail to the address of the Owner or such other address as the
Owner may designate upon 30 days written notice to the City. 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 shall accrue on the unpaid principal,
commencing on the date of original issue. Interest shall be computed on the basis of a 360-day year
consisting of twelve (12) months of thirty (30) days.
3. Available Tax Increment. Payments on this Note are payable on each Payment Date
in the amount of and solely payable from "Available Tan Increment," which shall mean, on each
Payment Date, ninety percent (90%) of the Tax Increment attributable to the Development Property
and paid to the City by Wright County in the six months preceding the Payment Date, all as such
terms are defined in the Contract for Private Development between the City and Owner dated as of
, 2013 (the "Agreement"). Available Tan Increment shall not include any Tax
Increment if, as of any Payment Date, there is an uncured Event of Default under the Agreement.
The City shall 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 City to
pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute
a default hereunder as long as the City pays principal and interest hereon to the extent of Available
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4265930 MNI AL141-59
Tax Increment. The City shall have no obligation to pay any 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 City without premium or penalty. No
partial prepayment shall affect the amount or timing of any other regular payment otherwise
required to be made under this Note.
5. Termination. At the City's option, this Note shall terminate and the City's
obligation to make any payments under this Note shall 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
$ all issued to aid in financing certain public development costs and administrative
costs of a Project undertaken by the City pursuant to Minnesota Statutes, Sections 469.124 through
469.134, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the
City on , 2013, and pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This
Note is a limited obligation of the City which is payable solely from Available Tax Increment
pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be
deemed to constitute a general obligation of the State of Minnesota or any political subdivision
thereof, including, without limitation, the City. Neither the State of Minnesota, nor any political
subdivision thereof shall 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. 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 City kept for that purpose at the principal office of
the City Administrator, by the Owner hereof in person or by such Owner's attorney duly authorized
in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to
the City, duly executed by the Owner. Upon such transfer or exchange and the payment by the
Owner of any tax, fee, or governmental charge required to be paid by the City with respect to such
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 shall not be transferred to any person other than an affiliate, or other related
entity, of the Owner unless the City has been provided with an opinion of counsel or a certificate of
the transferor, in a form satisfactory to the City, that such transfer is exempt from registration and
prospectus delivery requirements of federal and applicable state securities laws.
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 City according to
426593v4 MNI AL141-59
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 City Council of the City of Albertville, Minnesota has
caused this Note to be executed with the manual signatures of its Mayor and City Administrator, all
as of the Date of Original Issue specified above.
City Administrator
CITY OF ALBERTVILLE, MINNESOTA
Mayor
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register of
the City Administrator, in the name of the person last listed below.
Date of Signature of
Registration Registered Owner City Administrator
Evans Park, Inc.
Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note shall be issued as a single typewritten note
numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on
the Note shall be payable by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Principal of and interest on the 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, whether or not such day is a business day.
3.03. Registration. The City hereby appoints the City Administrator to perform the
functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration
and the rights and duties of the City and the Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its office a bond register in which the Registrar
shall provide for the registration of ownership of the Note and the registration of transfers and
exchanges of the Note.
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4265930 MNI AL141-59
(b) Transfer of Note. Upon surrender for transfer of the 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 Note shall not be
transferred to any person other than an affiliate, or other related entity, of the Owner unless the City
has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory
to the City, 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) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled
by the Registrar and thereafter disposed of as directed by the City.
(d) Improper or Unauthorized Transfer. When the 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) Persons Deemed Owners. The City and the Registrar may treat the person in whose
name the Note is at any time registered in the bond register as the absolute owner of the Note,
whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of,
the principal of and interest on 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 City upon such Note to the extent of the sum or sums so paid.
(f) Taxes, Fees and Charges. For every transfer or exchange of the 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) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated
or be lost, stolen, or destroyed, the Registrar shall deliver a new 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 Note lost, stolen, or destroyed, upon the payment of the reasonable
expenses and charges of the Registrar in connection therewith; and, in the case of such Note lost,
stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such 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
City and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be
cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost,
stolen, or destroyed Note has already matured or been called for redemption in accordance with its
terms, it shall not be necessary to issue a new Note prior to payment.
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4265930 MNI AL141-59
t
3.04. Preparation and Delivery. The Note shall be prepared under the direction of the City
Administrator and shall be executed on behalf of the City by the signatures of its Mayor and City
Administrator. In case any officer whose signature shall appear on the Note shall cease to be such
officer before the delivery of the 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 Note has
been so executed, it shall be delivered by the City Administrator to the Owner thereof upon
satisfaction of the conditions for delivery under the Agreement.
Section 4. Security Provisions.
4.01. Pledge. The City hereby pledges to the payment of the principal of and interest on
the Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be
applied to payment of the principal of and interest on the Note in accordance with the terms of the
form of Note set forth in Section 2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof
or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the
City shall maintain a separate and special "Bond Fund" to be used for no purpose other than the
payment of the principal of and interest on the Note. The City irrevocably agrees to appropriate to
the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in
the Bond Fund shall be transferred to the City's account for TIF District No. 15 upon the payment
of all principal and interest to be paid with respect to the Note.
Section 5. Certification of Proceedings.
5.01. Certification of Proceedings. The officers of the City are hereby authorized and
directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and
records of the City, and such other affidavits, certificates, and information as may be required to
show the facts relating to the legality and marketability of the 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 City as to the facts recited therein.
Section 6. Effective Date. This resolution shall be effective upon full execution of the
Agreement.
B-7
426593v4 MNI AL141-59
Adopted by the City Council of the City of Albertville, Minnesota, this day of
, 2013.
Mayor
City Administrator
. .,
426593v4 MNI AL141-59
It
SCHEDULE C
CERTIFICATE OF COMPLETION
The undersigned hereby certifies that Evans Park, Inc. (the "Developer") has fully complied
with its obligations under Articles III and IV of that document titled "Contract for Private
Development," dated 2013 between the City of Albertville, Minnesota and the
Developer ("Agreement"), 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
CITY OF ALBERTVILLE, MINNESOTA
City Representative
426593v4 MNI AL141-59 C_ 1
SCHEDULE D
Form of Renter's Income Verification Form
PROPERTY INFORMATION
Postal Address of Property
Unit Number
TENANT INFORMATION
Name of Tenant
Phone #
Number of family/household members:
Annual Household Income* $
*Annual Household Income must be supported by documentation (i.e. copy of most current 1040's, etc.). Failure to
provide verification will constitute a "non-quali)�ing tenant".
INCOME LIMIT INFORMATION
20 Income Limits
Family Size Income
1
2
3
4
5
6
7
8
Does the Tenant meet these limits and has appropriate documentation been submitted?
YES NO
Pursuant to the Contract for Private Development between the City of Albertville and Evans Park, Inc. dated
2013, at least 13 of the 63 rental units comprising the Minimum Improvements must be reserved
for tenants whose income is 50% or less of the area's median gross income.
Signature of Tenant(s)
Reviewed and approved on behalf of City of Albertville.
LM
D-1
426593v4 MNI AL141-59
Date
Date
Date