HomeMy WebLinkAboutResolution - 91-126 - Amending Sterling Ponds (PV Apartments) Supp. Ind. Of Trust - 05/21/1991 RESOLUTION NO. / —/-2 6
Approving execution and delivery of a First
Supplemental Trust Indenture relating to
Multifamily Housing Revenue Bonds (Sterling
Ponds Project) Series 1989A and Series 1989E
WHEREAS, the City of Eden Prairie, a political subdivision of
the State of Minnesota (the "Issuer") has issued its Multifamily
Housing Revenue Bonds (Sterling Ponds Project) Series 1989A in the
original principal amount of $5,490,000 and its Multifamily Housing
Revenue Bonds (Sterling Ponds Project) Series 1989B in the original
principal amount of $495,000 (collectively, the "Bonds") and loaned
• the proceeds thereof to Prairie Village Limited Partnership, a
Minnesota limited partnership (the "Partnership") ; and
WHEREAS, the Partnership has presented to the Issuer for its
approval a certain First Supplemental Trust Indenture proposed to
be dated as of May 1, 1989 (the "Supplemental Indenture") .
NOW, THEREFORE, BE IT RESOLVED by the Issuer that the
Supplemental Indenture is hereby approved and the Mayor and City
Manager, or persons acting by law in their stead, are hereby
authorized and directed to execute the Supplemental Indenture, with
such changes thereto as such authorized persons shall approve,
shall approval being deemed conclusively given upon the execution
of such Supplemental Indenture by such persons; provided, however,
that all Holders of Bonds shall in writing consent to the terms of
the Supplemental Indenture as executed.
ADOPTED by the .City Council of the City. rof Eden Prairie this /
day of May 1991.
_ ougl s B. Tenpas, Major
ATTEST:
SEAL
n D. Frane, City Clerk
F
1991 AMENDMENT TO FIRST AMENDED AND
i RESTATED PROTECT MANAGEMENT AGREEMENT
This 1991 Amendment to First Amended and Restated Project
Management Agreement is made on or as of May 31, 1991 by and between The
Housing and Redevelopment Authority in and for the City of Eden Prairie
("Agency"), a public body corporate and politic under the laws of the State of
Minnesota, and Prairie Village Limited Partnership ("Developer"), a limited
partnership under the laws of the State of Minnesota.
RECITALS:
WHEREAS, on or as of October 1, 1989, Agency and Developer entered
into a contract titled "First Amended and Restated Project Management Agreement
by and between The Housing and Redevelopment Authority in and for the City of
Eden Prairie ("Agency") and Prairie Village Limited Partnership ("Developer")"
(hereinafter.called the "Agreement"); and
WHEREAS, Developer and Agency desire to further amend the
Agreement to make certain changes hereinafter set forth:
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and premises hereinafter set forth, the parties agree that the
Agreement shall be amended as herein set forth:
1. Paragraph 5 on page 13 of the Agreement shall be and hereby is
deleted in its entirety, and in lieu thereof, the following paragraph 5 shall be
inserted:
"Agency's Equity Interest in PrWgct. In addition to any other payments
made by Developer to Agency, Developer shall also pay to Agency at the time
of the first sale of the Project following the earlier of: W Termination of this
Agreement; or (ii) fifteen (15) years following the date of execution of this
Agreement, a sum of money equal to nine percent (9%) of Developer's net
sale proceeds from the sale of the Project. Developer's net sale proceeds from
the sale of the Project shall be the cash proceeds remaining from Developer's
sale of the Project after all debt, sale, and closing costs, Developer's cash
contributions to development and operation of the Project, including the
funding of operating deficits therefor (but specifically excluding any preferred
or guaranteed return of interest on such contributions), and other fees and/or
expenses chargeable to the Project, not including state and federal income
taxes, have been paid. For purposes of determining the Agency's equity
interest in the Project under this paragraph 5, the total capital contributed by
Limited Partners to the Developer, equal.to $675,000.00, shall be included in
the deduction from the sales price of the Project to determine "net sale
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proceeds" conditioned upon a corresponding decrease of $675,000.00 in
• Developer's other cash contributions. If the Project is sold simultaneously
with the other apartment building which constitutes a part of the
Redevelopment Project, the allocation of the purchase price as between the
two buildings shall be the greater of either 1/2 of the total price for both
buildings or the value determined by an independent appraisal at the time of
the sale. "Developer's cash contributions to development and operation of
the Project" does not include capital contributed by Limited Partners in excess
of $675,000.00."
2. Except as herein set forth, the Agreement shall remain in full force
and effect without amendment and modification thereto.
THE HOUSING AND REDEVELOP-
MENT AUTHORITY IN AND FOR
THE TTY O EDEN PRAIRIE
By
Its hairnian
C
And -1
Its Adminixtratm Secretary
•
PRAIRIE VILLAGE LIMITED
PARTNERSHIP
By Mandara Company, a Minnesota
corporation, its General Partner
Y
Its Vice President
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t F
ESTOPPEL CERTIFICATE
(HRA)
June 4, .19 91
Prairie Village Limited Partnership
c/o Thies & Talle Enterprises , Inc.
470 West 78th Street, Suite 260
P.O. Box 250
Chanhassen, MN • 55317
RE: , First Amended and Restated Project Management Agreement
By and Between The Housing and Redevelopment Authority
In and For the City of Eden Prairie and Prairie Village
Partnership Dated October 1, 1989
(the "Project Management Agreement")
Gentlemen:
The undersigned, the Housing and Redevelopment Authority In
and For the City of Eden 'Prairie (the "Agency" ) , is a party to
the captioned Project Management Agreement between itself and
Prairie Village Limited Partnership (the "Developer") . You have
advised us that you propose to admit investor limited partners
into the Partnership, which constitutes the Developer, and
pursuant thereto, the following acts will take place:
1: Terry J. Schmid and Thies & Talle Enterprises, Inc. , a
Minnesota corporation, will become General Partners of the
Partnership.
2. Limited Partners will contribute cash capital to the
Developer in the amount of $675 ,000.00 .
You have asked for certain representations and assurances
with regard to the Project Management Agreement. We advise you
of the following:
1. To the extent required, the Agency does hereby consent
to the admission of Terry J. Schmid and Thies & Talle
Enterprises, Inc. as General Partners of the Developer.
2. As of the date hereof, the Project Management Agreement
remains in full force and effect. To the best of the Agency's
knowledge at the date hereof , the Developer has complied with all
requirements imposed by paragraph 1 of the Project Management
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1
Prairie Village Limited Partnership
June 4, 1991
Page 2
Agreement upon the Developer, including without limitation, the
completion of construction of the Project, as therein defined.
No notice of default or failure of the Developer has been issued.
by the Agency.
HOUSING AND REDEVELOPMENT
AUTH nTY IN AND FOR THE CITY
OF E PRAIR E
By ..
Its Chai an
lts Secretary
RESOLUTION NO. _fill-t
•
Approving the execution of the Estoppel
Certificate and the 1991 Amendment to the
First Amended and Restate Project Management
Agreement pertaining to the Prairie Village
Apartments Redevelopment Project
WHEREAS , the Housing and Redevelopment Authority in and for
the"City of Eden Prairie ( "HRA" ) is a party to the First Amended
and Restated Project Management Agreement by and between the
Housing and Redevelopment Authority in and for the City of Eden
Prairie and Prairie Village Limited Partnership dated October 1,
.1991; and
WHEREAS, the Prairie Village Limited Partnership has
requested the issuance by the HRA of an Estoppel Certificate and
agreed to. the 1991 Amendment 'to the First Amended and Restated
Project •Management Agreement.
NOW, THEREFORE, BE IT RESOLVED that the Estoppel Certificate
and 1991 Amendment to the First Amended and Restated Project
Management Agreement are hereby approved and the Chairman and
Secretary of the HRA are hereby authorized and directed to
execute said Estoppel Certificate and 1991 Amendment.
• BE IT FURTHER RESOLVED that the staff for the City of Eden
Prairie is hereby appointed to serve as the staff for the HRA.
The foregoing resolution was approved by the HRA on
June 4, 1991, at a meeting of the HRA convened and held at
which a quorum was acting and present throughout, and is in full
force and effect on' the date hereof.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF EDEN PRAIRIE
Dated: June 4, 1991 By
is ecretary
. y
FIRST AMENDED AND RESTATED
PROJECT MANAGEMENT AGREEMENT
BY AND BETWEEN
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF EDEN PRAIRIE (Agency)
AND
PRAIRIE VILLAGE LIMITED PARTNERSHIP (Developer)
THIS FIRST AMENDED AND RESTATED PROJECT MANAGEMENT AGREE-
MENT is made on or as of the 151 day of 6C}ab� , 1989, by
and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR
THE CITY OF EDEN PRAIRIE, (the Agency) , a public body corporate
and politic under the laws of the State of Minnesota, and
PRAIRIE VILLAGE LIMITED PARTNERSHIP (the Developer) , a limited
partnership under the laws of the State of Minnesota.
RECITALS:
1 . On November 19, 1985, the Agency and the Developer
• entered into a Project Management Agreement (the Agreement)
recorded in the records of the Hennepin County Recorder as
Document No. 5055484, regarding certain land for private
development in 'the City of Eden Prairie, Minnesota (the Property) ,
upon which the Developer has agreed to develop a fifty-six (56)
unit multifamily housing project to be occupied entirely by
lower income senior persons (the Project) . It is now the
desire of the Developer and the Agency to amend the Agreement
to substitute a new schedule of Tax Increment Funds, a new
schedule of rents for the .Project, and to amend the Agreement
to make certain other changes as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of
the mutual covenants, conditions, and promises hereinafter set
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forth, the parties hereto agree that the Agreement shall be
amended and restated in its entirety as follows:
PRELIMINARY STATEMENT OF FACTS
WHEREAS, the Agency and Developer are engaged in carrying
out a redevelopment project, consisting of two fifty-six (56)
unit buildings for multifamily housing and related amenities,
known as Prairie Village Apartments (the Redevelopment Project)
in an area of the City located on the northeast corner of the
intersection of T.H. 5 and County Road 4; and
WHEREAS, Agency and Developer entered into a Purchase
Agreement for the sale of land for private development (the
Purchase Agreement) on November 19, 1985, pursuant to which
Agency sold and Developer purchased the Property located within
. the Redevelopment Project area and legally described- as follows:
That part of OUTLOT B and that part of OUTLOT C,
GONYEA 4TH ADDITION lying northwesterly of a line
drawn from a point on the southwesterly line of said
OUTLOT C distant 92.68 feet southeasterly along said
southwesterly line from the most westerly corner of
said OUTLOT C to a point on the northerly line of
said OUTLOT C distant 159.24 feet southwesterly long
said northerly line from the most northeasterly
corner of said OUTLOT C which lies southwesterly of a
line bearing south 39 degrees 06 minutes 36 seconds
east from a point on the northwesterly line of said
OUTLOT B distant 282.11 feet northeasterly along said
northwesterly line from the most westerly corner of
said OUTLOT B. For the purposes of this description,
the north line of Outlot B is assumed to bear south
89 degrees, 18 minutes, 44 seconds east.
WHEREAS, Developer has purchased the Property for the purpose
of developing a three (3) story elevator building containing
fifty-six (56) housing units and underground parking (the
Project) ; and
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WHEREAS, the Project will be part of the Redevelopment
Project and will be occupied entirely by lower income persons,
fifty-five (55) years of age or older (senior persons) ;
NOW, THEREFORE, in consideration of the terms and coven-
ants in this Agreement and for other good and valuable consid-
eration, it is agreed by and between the parties hereto as
follows:
1. Project Management. Agency and Developer hereby agree
that Developer's management of the Project following completion
of construction thereof shall be subject to the terms and
conditions set forth in this Project Management Agreement,
including the remedies for noncompliance set forth herein,
contained in the Purchase Agreement or otherwise available by
• law. Developer agrees that the Project will be completed and
operational on or before October 15 , 1990 .V, In the event the
Project is not completed and operational on or before October
15, 1990, regardless of the reason, including any act or
omission by Agency or City, the Developer shall be in default
of the Agreement . and subject to all remedies available to
Agency.
2. Agency' s Obligations
2.1 Agency has obtained and used Community Develop-
ment Block Grant Funds in - the amount of One Hundred
Twenty-eight Thousand Eight Hundred Nineteen and No/100
($128 ,819.00) Dollars to reduce the cost of the- Property
to Developer as set forth in, the Purchase Agreement and
has sold the Property to Developer on the terms set forth
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in the Purchase Agreement and shall and has complied with
all of the terms of said Purchase Agreement, which is
specifically adopted and incorporated herein by reference.
2.2 Agency has established the Redevelopment Project
in conformance with Minnesota Statutes, Section 469.001 to
460.047 , formerly Chapter 462.
2.3 Agency has created, in conformance with Minnesota
Statutes, Section 469.174 to 469.179 , formerly Section
273.71 to 273.78, a Housing Tax Increment Financing
District (TIF District) within the Redevelopment Project,
which TIF District shall include the Project and Developer's
second Prairie Village Apartment Building located immedi-
ately adjacent to and west of the Project.
• 2. 4 Agency has established an Interest Rate Reduction
Program and regulations for the Interest Rate Reduction
Program in conformance with Minnesota Statutes, ' Section
469. 176, s.ubd. 4f, formerly Section 462.445.
2.5 If all other terms and conditions of this Agree-
ment and the Purchase Agreement have been complied with
and performed, Agency shall pay to Developer or its lender
the sums set forth in the column identified as "Annual Tax
Increment Funds" on Exhibit "A" attached hereto. Agency' s
payment of annual tax increment funds shall be made in two
(2) equal installments, each installment to be paid within
ten (10) business days of receipt by Agency of property
tax revenues from Hennepin County. Agency's obligation to
make such payments is expressly contingent upon sufficient
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tax increment funds being generated annually to make such
payments. - In no event will the Agency be required to make
any payments for the Interest Rate Reduction Program from
any funds whatsoever other than those generated by the TIF
District. The tax increment funds (the Tax Increment
Funds) shall come from the tax increment generated by the
TIF District and shall be used for the purpose of interest
reduction pursuant to- the .Interest Rate Reduction Program.
The Tax Increment Funds shall be the Agency's contribution
to the Project. Interest reduction achieved through the
Agency's contribution of the Tax Increment Funds shall be
applied by Developer to reduce rents for the housing
units. (Additional provisions contained on page 5a) .
• 2 .6 Agency shall in good faith use its best efforts
to cooperate with and assist Developer in obtaining
tax-exempt Multifamily Housing Revenue Bonds, to be issued
by the City, in an amount sufficient to finance a long-
term mortgage on the Project.
3. Developer's obligations.
3 .1 Tenants. All housing units in the Project shall
be rented to lower income senior persons (persons fifty-
five (55) years of age or older) . Eighty (80%) percent of
the units of the Project will be rented to individuals or
families whose incomes do not exceed sixty (60%) percent
of the median income for the Minneapolis-St. Paul Standard
Metropolitan Statistical Area,, as adjusted for family size
and other factors, by HUD. Twenty (20%) percent of the
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Further, the Agency agrees that it shall not invest the tax
increment reasonably expected to be used for any payment hereunder
in any investment, including a bank demand deposit, other than (i)
an investment earning interest excluded from gross income under
Section 103 of the Internal Revenue Code of 1986, as amended; (ii)
an investment which at the time of purchase has a fair market yield
not in excess of 10. 09% per annum, or (iii) any other investment
which, in the written opinion of nationally recognized bond counsel
delivered to the Agency and the Developer, will not cause interest
on any bonds issued for the Project to be included in gross income
for federal income tax purposes.
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• units of the Project will be rented to individuals or
families whose incomes do not exceed seventy (70%) percent
of the median income- for the Minneapolis-St. Paul Standard
Metropolitan Statistical Area, as adjusted for family size'
and other factors, by HUD. Developer must re-examine the
income of each tenant household on an annual basis. If
the income of a tenant did not exceed the applicable
income limit upon commencement of such tenant's occupancy
of a unit, the income of such resident shall be treated as
continuing^ to not exceed the applicable income limit.
/This treatment shall cease to apply, however, to any
resident whose income as of the most recent annual deter-
mination by the Developer exceeded one Hundred forty
(140%) percent of the applicable income limit if, after
such determination but before the next determination, any
residential unit of comparable or smaller. size--in-
the
Project is occupied by a new resident whose income exceeds
the applicable income limit. In such event, Developer
will notify the tenant that the tenant must vacate the
unit by the later of the date such tenant's lease expires
or the date which is six (6) months from the date of
/ notification.
V 3 .2 Rents. The ' rent charged by Developer for each
unit rented to a lower income person or family, as described
in subsection 3 .1 above, shall not exceed thirty percent
of sixty percent or thirty percent of- seventy percent of
median income, as applicable, annually. Developer shall
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not rent any unit for more than the rents established in
Exhibit B attached hereto, subject to annual increases as
hereafter provided.
3.3 Rent Increases. The rents set forth on Exhibit B '
and established by the Developer shall not be increased by
more than seven and five-tenths (7.5%) a year, or the
amount calculated as set forth in subsections 3 .1 and 3.2
above of median income as determined by HUD from time to
time, whichever is less. `
3 .4 Public Disclosure. Developer will provide
tenants with written notice at least thirty (30) days
before implementing any rent increase.
3.5 Rent Schedules. Developer must submit for
• Agency' s review Developer's initial and subsequent Rent
Schedules for all Units in the Project. The Agency will
review the rent schedules and will approve any schedules
in compliance with subsection 3.2 and 3.3 above. Any rent
schedule submitted by Developer will be considered approved
unless disapproved. The Agency shall provide written
reasons if any rent schedule is disapproved. Developer' s
failure to obtain Agency's approval of rent schedules,
unless such approval is improperly withheld, shall consti-
tute a default by Developer.
3 .6 Refusal to Lease. The Developer may not refuse
to lease any unit in the Project to a prospective tenant
on the basis of the prospective tenant's receipt of, or
• eligibility for, housing assistance, social security, or
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other types of public or private assistance, nor shall
Developer adopt -any policy which benefits low income
persons to the exclusion of very low income persons.
3 .7 Enforcement of Leases. Developer shall emphasize
voluntary compliance of all tenants with their leases, but
shall have the right to secure full compliance by residence
with the terms and conditions of their respective leases
and may terminate any tenancy when, in Developer' s sole
judgement, sufficient cause occurs under the terms of the
tenant's lease.
3.8 Maintenance and Repairs. Developer shall cause
the buildings, appurtenances, equipment, and grounds of
the Project to be maintained and repaired according to
local codes.
3 .9 Utilities and Services. Developer shall make
arrangements for water, electricity, gas, fuel oil, sewage
and trash disposal, vermin extermination, decorating,
laundry facilities, telephone services, and such other
utilities and services are required.
3 .10 Insurance. Developer shall obtain and cause to
be placed in force all forms of insurance as required by
the lender, including but not limited to comprehensive
insurance to cover all risks, including fire and extended
coverage, in an amount equal to the full insurable value
of the property and all structures thereon.
3.11 Governmental Orders . Unless under formal
appeal, processed in good faith by Developer in accordance
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with applicable law or regulation, Developer shall take
such actions as may be necessary to comply promptly with
any and all orders or requirements affecting the Project
placed thereupon by any state, federal, county, or muni-
cipal authority having jurisdiction over the Project.
3 .12 Records and Reports Developer shall establish
and maintain a comprehensive system of records, books, and
accounts in a manner reasonably satisfactory to the
Agency. The Agency may inspect same during regular
business hours upon reasonable notice thereof. Developer
shall submit an annual report prepared by an independent
third party certifying that all tenants are qualified as
required by this Agreement.
3 .13 Tenants Board. Developer shall establish a
Tenants Board for the Project and shall fund the Tenants
Board with an annual contribution of One Thousand and
No/100 ($1, 000.00) Dollars. The purpose of the Tenants
Board shall be to provide input to the management of the
Project and to fund special projects or _activities as
determined by the Tenants Board. The By-Laws of the
Tenants Board shall be established by the Tenants and
approved by Developer.
4 . Termination of Agreement. This Agreement shall remain
. in full force and effect unless and until terminated as provided
below.
4 .1 'Termination by Mutual Consent. To the extent
allowed by law, this Agreement may be terminated by mutual
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written consent of Agency and Developer, provided that
said termination must be approved by the lender to the
Project, which if the Project is financed through the
issuance of housing bonds, shall be the trustee for the
bondholders as directed by the holders of 51% of the
outstanding bonds (as herafter defined) .
4.2 Termination by Right. Developer shall have the
right to unilaterally terminate this Agreement at any time
following the fifteenth (15th) anniversary of the date on
.which fifty (50a) percent of the units in the Project,
together with fifty (50%) percent of the units in the
adjacent fifty-six (56) unit market rate rental project
that is also part of the Redevelopment Project, are
occupied.
4 .3 Termination by Agency for Cause
a. If during the term of this Agreement Developer
shall fail to comply with the terms of this Agree-
ment or the Purchase Agreement, Agency may provide
notice of such default or fai1ure--ar4,—i_f_.DzY_e.Joper
fails to cure within sixes_ 60) days or such
ea grter time as allowed by Agency'" ien Agency may
—terminate"this-Agreement"for cause upon thirty
(30) days' written notice to Developer. Termina-
tion of this Agreement for cause shall subject
Developer to the remedies set forth in this
Agreement and to any additional remedies set forth
in the Purchase Agreement or otherwise available
to Agency.
b. Notwithstanding any provision to the contrary, and
in addition to any other remedy, the Developer
shall, in the event that this Agreement is ter-
minated by Agency for cause, and upon the receipt
of a written demand by Agency, therefore, immedi-
ately tender to Agency the sum of One Hundred
Twenty-eight Thousand Eight Hundred Nineteen and
No%100 ($128 ,819 .00) Dollars in repayment of the
Community Development Block Grant Funds acquired
by the Agency and used in connection with this
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Project subject, however, to the prior rights of
the holders of the Citv of Eden Prairie, Minnesota
Multifamily Housing Revenue Bonds (Sterling Ponds
Project) Series 1989 (the "Bonds") then
outstanding to payment in full of principal
thereof and interest thereon. -In the event
Developer fails to tender the One Hundred
Twenty-eight Thousand Eight Hundred Nineteen and
No/100 ($128,819.00) Dollars as required by this
provision, Agency or its assigns may, in addition
to all other remedies, immediately proceed to
foreclose its subordinated mortgage on the Project
in accordance with the terms of the Purchase
Agreement and the Mortgage Note and Mortgage
delivered in connection therewith.
4.4 Termination by Developer for Cause. In the event
that during the term of this Agreement Agency fails to
provide annual Tax Increment Funds in the amount set forth
in Exhibit "A" to this Agreement within ten (10) business
days of receipt by Agency of property tax revenues from
Hennepin County, and Agency has received from Hennepin
County sufficient Tax Increment to make the required Tax
Increment Fund payments, then Agency shall be in inten-
tional default of this Agreement. Developer shall provide
_ written notice of such default and if Agency fails to cure
within thirty ' (30)' days or such greater time as allowed by
Developer, Developer may either:
a. Commence an action in Hennepin County District
Court for specific performance to compel Agency to
provide to Developer all Tax Increment generated
by the TIF District, up to the amount of Annual
Tax Increment Funds to be provided as required by
Exhibit "A" to this Agreement; or
b. Terminate this Agreement for cause upon ten (10)
days' written notice to Agency. If this Agreement
is terminated by Developer for cause due to
Agency' s intentional default, Agency shall not be
entitled to any equity interest in the Project
under paragraph 5 hereof and Developer shall not
be obligated to repay Agency any portion of the
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One Hundred Twenty-eight Thousand Eight Hundred
Nineteen and No/100 ($128 ,819.00) Dollars
Community Development Block Grant Funds; provided,
however, that all Tax Increment Funds in
Developer' s possession at the time of the
termination of the Agreement shall be applied by
Developer to reduce rents for the Project, thus
alleviating the hardship which would be caused to
tenants if the Project were immediately converted
to market rate rents. Agency and Developer shall
agree on the application of said funds to reduce
rents and Agency shall have the right to examine
Developer' s records to ensure that the Tax
Increment Funds are being applied to reduce rents.
4.5 Termination Due to Causes Beyond Agency's Control.
In the event that during the term of this Agreement,
Agency fails to provide Tax Increment Funds in the amount
set forth in Exhibit "A" to this Agreement within ten (10)
business days of receipt by Agency of property tax revenues
from Hennepin County because Agency has not received from
Hennepin County sufficient Tax Increment to make the
required Tax Increment. Fund Payments, then Agency shall
have been unable to perform under the terms of this
Agreement for reasons beyond its control. Developer shall
provide written notice of such nonperformance and Agency
shall have thirty (30) days, or such greater time as
allowed by Developer, in which to determine whether to
replace the Tax Increment Funds with payments to Developer
of other City or Agency funds. If Agency elects not to
replace the Tax Increment Funds, the Developer may termi-
nate this Agreement upon ten (10) days' written notice to
Agency. Each time Agency fails to make the required Tax
Increment Fund payments for reasons beyond its control
shall constitute a separate event of nonperformance under
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this paragraph 4 .5. Failure of Developer to terminate
.this Agreement due to such nonperformance shall not waive
Developer' s right to terminate under this paragraph 4.5
with respect to any future nonperformance. If this
Agreement is terminated by Developer due to nonperformance
beyond the control of Agency, all of Developer's and
Agency' s obligations under this Project Management Agree-
ment shall cease, except that, subject to the prior rights
to payment of the holders of the outstanding Bonds:
a. Developer shall repay to Agency the One Hundred
Twenty-eight Thousand Eight Hundred Nineteen and
No/100 ($128 ,819 .00) Dollars in Community Develop-
ment Block Grant Funds; and
b. Developer shall be obligated to pay Agency its
equity interest in the Project as required by
paragraph 5 of this Agreement subject to the
following conditions:
i. If this Agreement is terminated under this
paragraph 4.5 prior to the expiration of
fifteen (15) years, Agency shall receive
one-fifteenth (1/15) of its equity interest in
the Project as calculated under paragraph 5
for each year which this Agreement remained in
effect, less One Hundred Twenty-eight Thousand
Eight Hundred Nineteen and No/100 ($128 ,819 .00).
Dollars;
ii. Agency shall receive no equity interest in the
Project unless this Agreement is in effect for
three (3) years following occupancy of the
Project.
5. Agency' s Equity Interest in Project. In addition to
any other payments made by Developer to Agency, Developer shall
also pay to Agency at the time of the first sale of. the Project
following the earlier of:
i
i. Termination of this Agreement; or
ii fifteen (15) years following the date of
execution of this Agreement, a sum of money
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• equal to nine (9%) percent of Developer's net
sale proceeds from the sale of the Project.
Developer' s net sale proceeds from the sale of
the Project shall be the cash proceeds remaining
from Developer' s sale of the Project after all
debt, sale, and closing costs, Developer's
cash contributions to development and opera-
tion of the Project, including the funding of
operating deficits therefore (but specifically
excluding any preferred or guaranteed return
of interest on such contributions) , and other
fees and/or expenses chargeable to the Project,
not including state and federal income taxes,
have been paid.
6. Assignments.
6.1 This Agreement shall inure to the benefit of and
constitute a binding obligation upon Agency and Developer,
and their respective successors and assigns. Any assignee,
successor, buyer, lessee, or transferee of the Developer
• shall be subject to all of the terms and conditions of
this Agreement.
6 . 2 .Developer may sell, transfer, •or assign its
interest in the Project and the Project Management Agree-
ment to any buyer which expressly assumes all of Developer's
obligation under this Agreement and the Purchase Agreement.
No such sale, transfer, or assignment shall be effective
until Agency has received written notice thereof from
Developer and has given its written approval thereof;
provided, however, that Agency shall be deemed to have
disapproved of said sale, transfer, or assignment within
sixty (60) days of receiving notice thereof. The approval
required by this paragraph 6.2 shall not be unreasonably
• withheld by Agency.
-14-
C
y
6.3 Notwithstanding anything in this paragraph 6 to
the contrary, Developer may, transfer ownership of any
portion of the Project provided that Developer continues
to maintain some' ownership in the Project itself, expressly
remains liable under the terms of - this Agreement, and
retains authority to act on behalf of any other owners
with respect to this Agreement.
7. Prohibition on Conversion. Notwithstanding
Developer' s right to assigning its interest in this Agreement
as set forth in paragraph 6 above, neither the Developer nor
any assignee or transferee of Developer shall convert the
Project to condominium ownership, during the term of this
Agreement. This prohibition on conversion. to condominium
• ownership shall remain in effect notwithstanding the fact that
Developer has assigned this Agreement to a third party.
8. Amendments. This Assignment and the Purchase Agree-
ment between the Parties hereto constitute the entire agreement
of the Agency and Developer and no amendment or modification
thereof shall be valid and enforceable unless in writing,
executed, and approved by both parties in the same manner as
this Agreement.
9. Notices. Any notice required by this Agreement or by
the Purchase Agreement shall be sufficient if in writing and
delivered as follows:
To Agency: Housing and Redevelopment
Authority in and for the
City of Eden Prairie
c/o City Clerk
City of Eden Prairie
7600 Executive Drive
Eden Prairie, MN 55344
-15-
.t
r'a
• To Developer: Prairie Village Limited
Partnership
c/o J. Michael Podawiltz
Suite 203
101 South Seventh Avenue
P.O. Box 1361
St. Cloud, MN 56302
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
AGENCY:
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF EDEN PRAIRIE
B
Its � rm
By
• Its ini 177
r
DEVELOPER:
PRAIRI VILLAGE LIMITED
PARTN HIP
By: Ma a a Company, a
Minnesota orporation, its
general p ner
By
Its Presi ent
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowle ged before me this
.2`, - day of 1989, by C'd,e� /^E�t✓�SC�v, and
7Z %J the Chairman and Administrator, respectively
of The Housing and Redevelopment Authority in and for the City
of Eden Prairie, a Minnesota municipal corporation, on behalf
of the corporation.
--------------
SUZANNE K. LANE Notary Public
["N NOTARY PUBLIC-MINNESOTA
HENNEPIN COUNTY
yq ''`;.» ••' My Commission Expires June 27,1991
`•n..,•? fM?c►.'a7M�.x.3dhF*"la'VDA+I?^�...v.--` —1 6—
1
• To Developer: Prairie Village Limited
Partnership
c/o J. Michael Podawiltz
Suite 203
101 South Seventh Avenue
P.O. Box '1361
St. Cloud, MN 56302
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
AGENCY:
THE HOVNGAND
REDEVELOPMENT
AUTHOR FOR THE CITY
OF EDE
By
Its Cha' an
By
• Its Administrator
DEVELOPER:
PRAIRIE VILLAGE LIMITED
PARTNERSHIP
By: Mandara Company, a
Minnesota corporation, its
general partner
By
!�dPresident
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrumen w s acknowledged before me this
day of 198 by and
the Chairman \'pal
nistrator, respectively
of The Housing and Redevelopm ity in and for the City
of Eden Prairie, a Minnesota ucorporation, on behalf
of the corporation.
•
Notary Public
-16-
STATE OF MINNESOTA )
ss.
COUNTY OF ,.-,•�::ti )
The foregoing instrument was acknowledged before me this
? + -`� day of _ :, �i� (, L, , 1989, by ,�_ fvl/Clti+rc f yr. ,�; �, the
Li<<` President of Mandara Company, a Minnesota corporation, the
General Partner of Prairie Village Limited Partnership, a
Minnesota limited partnership, on behalf of the partnership.
Notary is
THIS INSTRUMENT WAS DRAFTED BY:
We+nbetger.Jr
HALL, BYERS, HANSON, STEIL &- WEINBERGER, P.A.
Aubk-U nesota
1010 West St. Germain 14 Conr►.��-a t9as
Suite 600
St. Cloud, MN 56301
(612) 252-4414
-17-
} EXHIBIT A: SCHEDULE OF TAX INCREMENT FUNDS
YEAR ANNUAL TAX INCREMENT FUNDS
1992 $ 126,645 -
1993 126,645
1994 126,645
1995 126, 645
1996 126,645
1997 126,645
1998 126,645
1999 126 ,645
2000 126,645
2001 126,645
2002 126,645
2003 126 ,645
2004 126,645
2005 126,645
2006 126 ,645
Total: $1 ,899,675
�tit�
SOK:FK8s
•+ w r
S'
EXHIBIT B
Rent/Month
Type Unit No. of Units (Includes Garage)
*One Bedroom/60% of Median 29 $ 444.00
. **Two Bedroom/60% of Median _ 6 .__. 507.00
**Two Bedroom/70% of Median 11 592.00
Total Units 56 1,543.00
*Based on one-person household
**Based on two-person household
L�
t :
,i
•