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84-198 WHITE - CITV CLERK PINK �- FINANCE G I TY OF SA I NT PAU L Council <ANARV - DEPARTMENT {'�/ BLUE - MAVOR File NO. �` _/� ♦ 1 ' Council Resolution Presented By Referred To Committee: Date Out of Committee By Date -6- 5 . This Resolution when adopted, approved, published and certified to by the City Clerk shall constitute the instrument of grant of partial tax exemption in accordance with its terms and with the provision of Minnesota Statutes Section 462. 651 Subdivision 1 under authority of which it is � granted. COUIVCILMEN • Requested epar ent of: Yeas Fletchsl�` Nays �� DreW.�— � In Favor Masanz NiCOSia scneibe� __ Against BY Tedesco W11son Adopted by Council: Date FEB 15 198� Form Ap ed ity Attor y Certified as e b Council , ta BY J`c By ^ F� ve by lVlavor: '"'�GR 1 7 1f1QII� App o d by ayor for Sub is ion to Council By PUBLISf+EQ FEB 2 5 1984 �� _ i � � ♦�`�tT= 0+ +y CITY OF SAINT PAUL � �=�i�� ; HOUSING AND REDEVELOPMENT AUTHORITY �1,o w0 �� JAMES J. BELLUS, EXECUTIVE DIRECTOR 25 West Fourth Street,Saint Paul,Minnesota,55102 GEORGE LATIMER 612-29&5775 MAYOR February 15, 1984 Albert B. Olson City Clerk Room 386, City Hall St. Paul, MN 55102 Dear Mr. Olson: Enclosed is a certified copy of the Housing and Redevelopment Authority Resolution approving the Project Plans for Jackson and Sibley Apartments Projects, Galtier Plaza. Enclosed, as listed below, are the several documents that comprise the Project Plans, and the Plans for Tax Exemption. PROJECT PLANS l. Narrative description, with attached building and rental unit tabulations. 2. Applications for Multi-family Housing Project. 3. FHA Regulatory Agreement Form. . 4. Parking leases. PLANS FOR TAX EXEMPTION l. Narrative descriptions, with attached Real Estate legal descriptions. 2. Redevelopment Company contracts. 3. Planning Commission report and resolution. 4. City Council resolution. Additionally, enclosed are Partnership Agreements, and HRA resolutions authorizing the issuance of rental housing development revenue bonds. Together, all of the above documents, including the approved City Council resolution, constitute the Project Plans and Plans for Tax Exemption for the Jackson and Sibley Apartments, Galtier Plaza. Sincerely, am` s J. lus � ir � tor /gh Attachment � �.. � - � . ��- �y� NOUSt�NG a{�Q REDEVELOP�iEN'C AUTMORITY OF THE CiYY OF SAINT PAUL, �it�NESOTQ CERTIFICATE OF RECORDING SECRETARY The undersigned hereby certifies as follows: �,� : 1 ) That she is the duly appointed, qualified and acting Assistant Secretary of the Housing and Redevelopment Authority of the City of Saint Paul , Minnesota, herein called the "Local Public Agency. " � 2) That the attached �SOLUTIOlQ N0: 84-2/1-3 � � is a true and correct copy of the resolution as adopted on the ist . day of February � �g84� 3) That the seal affixed below constitutes the official seal of the Local Public Agency and this Certificate is hereby executed under ' � such official seal ; and 4) That the undersigned is duly authorized to execute this Certificate. IN WITNESS WHEREOF, I have hereunto set my .hand and the seal of the said Housing and Redevelopment Authority of the City of Saint Paul , Minnesota, this 15th day of February , 1984. C� � Assistant Secretary . ( SEAL ) ' � • . ��/f l 17633 , RESOLUTION N0. 84-2/1-3 RESOLUTION APPROVING PR�JECT PLAIQS FOR JACKSON AND SIBi,EY APARTMENTS PROJECTS, GALTIER PLAZA, SEVENTH PLACE REDEVELOP- MENT AREA WHEREAS , the Housing and Redevelopment Autt�ority of the City of Saint Paul, Minnesota (HRA) received Project Plans for construction of two tower structures in Galtier Plaza, identified as Jackson '` Apartments or Jackson Tower Project containing 168 rental housing units and 27 ,878 square feet of office space occupying 24 floors and as Sibley Apartments or Sibley Tower Project containing 179 rental housing units , including 27 units for occupancy by low and moderate income persons , and 12 , 250 square feet of commercial space occupying 32 floors submitted by Jackson Apartments Redevelopment Company Limited Partnership and. .Sibley Apartments Redevelopment Company Limited Partnership (hereafter the "Redevelopment Company" or "Companies") ; and - " WHEREAS , Jackson Apartments and Sibley Apartments projects would be financed by HRA Rental Housing Developrnent Revenue Bonds in amount of $16, 500, 000 and $17 , 000, 000 respectively� issued under � Minnesota Statutes Chapter 462C supported by mor�gage insurance provided by the Federal Housing Administration ("FI-�A") under Section �i . 220 of the National Housing Act of 1934, as amended, and by grant of partial tax exemption under Minnesota Statutes Secti.on 462 . 651 Subdivision 1 , of so much of the value of the Jackson and Sibley � Apartments projects as represents an increase over the assessed valuation of the property at the time HRA acquired it for redevelop- ment pur..poses pro-rated on the basis of the square footage or the value (or a combination of both) , as these Apartment projects bear to the footage or valuation of the entire Galtier Plaza, for a term of 25 years ; and �,THEREAS , the HRA and the Redevelopment Com�anies have negotiated redevelopment company contracts for the Jackson and Sibley Apartments projects covering limitation on return on equity not to exceed eight percent, provision for payments in lieu of exempted taxes , application of other project income (including possible regayment of amounts representing the value of tax exemptions granted) , provision for regulation of rents , conditions which would terminate the exemption and provisions applying in event of termination; and WHEREAS, by its Resolution No. 83-12/27-3 , adopted December 27, 1983 , the Board of Commissioners of the HRA directed that the Project Plans , Proposals For Tax Exemption and Redevelovment Company Contracts be submitted to the City of Saint Paul Planning Commission for its � review and report in accordance with Minnesota Statutes Sections 17634 � ' � ��/�/ 2/1/84 462. 356 Subdivision 2, 462. 515 and 462 . 645 Subdivision 2, and said Planning Commission by its Resolution, File Number 8402, dated January 27 , 1984, made certain findings with respect to the Project Plans and Proposals For Tax Exemption, including their consistency with the St. Paul Comprehensive Plan and the requirements of Section 462 . 645 Subdivision 1 and recommended. the same for adoption by the Council of the City of Saint Paul ; and �� WHEREAS , the Tower height , mass and parGel coverage, the provision of additional needed rental housing in the downtown area at the density of population proposed, and the provision of ramp parking and community facilities on site are in accord with the objectives and requirements of the Redevelopment Plan for the Seventh Place Redevelopment Project, the previously approved developmen� plan for Galtier Plaza, and will not require t'_ie provision of ad�.itional pub�lic impro�;ements or facilities beyond those provided for the commercial development phases of Galtier Plaza; and �JHEREAS , the provision of office space in conjunction with the Jackson Apartments , retail space in conjunction with Sibley Apartments and a community facility in conjunction with both, � will provide needed project revenue to assist in payment of the HRA Revenue Bonds being authorized to finance the ?�rojects and will provide services and other amenities to the residentia� users of the projects ; now therefor , be it � RESOLVED, bv the HRA Board of Conmissioners in view of the premises hereby adopted as findings , that it is further found and de�cermined: A. That no HRA land is to be sold to , transferred or exchanged with the Redevelopment Companies , nor is any other public land except certain air rights owned by the Port Authority of the City of Saint Paul necessary to the Projec�s _ B. That the provision of a mix of additional rental housing is necessary to alleviate a shortage of suitable rental housing in the downtown area. C. That the use of portions of the Projects for commercial office, retail and service space and for community space for housing occupants is necessary and reasonably appurtenant to the primary housing usage of the Projects . D. That the increase of residential usage and of popula- tion density in the downtown and Redevelopment Area is consis- tent �aith provision of the Saint Paul Comprehensive Plan and , 2/1/84 ��'/�� 17635 � that the Project structures and their impact upon the distribution of the population within the municipality will not adversely affect existing provision for light and air and cultural and recreational facilities in or adjacent to the downtown area which are adequate to accommodate increased population density resulting from the Projects . RESOLVED FURTHER, that the Project Plans for the Jackson and Sibley Apartments are hereby approved and this Resolution as cer- � tified to by the Secretary or Assistant Secretary of the HRA shall constitute the certificate of approval of the Project Plans or plan '� of a project as submitted by the Redevelopment Companies and that the Executive Director is authorized and directed to transmit a certified copy of this Resolution to the City Council . RESOLVED FURTHER, that subject to the approval of the City Attorney, the forms of the Plans For Tax Exemption, FHA R�gula- tory Agreements and the Redevelopment Company" Contracts bPtween HRA and the Redevelopment Companies respecting Jackson and Sibley Apartments Projects are approved substantially in the form sub- mitted, and that in the event of the approval by the City Council , ' the Executive Director and Assistant Secretary are authorized to enter into the Redevelopment Company Contracts by executing the same and making delivery to the Redevelopment Companies on behalf of the HRA. RESOLVED FINALLY, that the Executive Director is authorized and directed to take all necessary actions to deliver the Project Plans , Plans For Tax Exemption and Redevelopment Company Contracts for the Jackson and Sib].ey �rojects to the City Council , together with a certified copy of this Resolution and of the Resolutions of e�:��:n dar_e here��•ith authorizing issuan�e of HR� rental hoa�ing � development revenue bonds to finance said Projects , which latter Resolutions and the Plans For Tax Exemption constitute the financing plans for said Projects , for Council consideration in accordance with provision of Minnesota Statutes , Sections 462.521 Subdivisions 1 and 2 and 462. 651 Subdivision 1 relating to approval of the Project Plans and grant of partial tax exemption for said Project property. - , PROJECT PLANS p�I—��b Tha.s 347 unit rental development will be located in downtown St . Paul ' s Galtier Plaza which is a $100 million mixed-use development sponsored by a joint venture of the Boisclair Corporation and Alpha Enterprises . Galtier Plaza consists of 12 major elements . The glass- enclosed 35 , 000 square foot atrium galleria and mall is the ,�� focal point for the entire development and serves as the "hub" for the surrounding commercial and residential uses . This space is given intensive design scrutiny to assure its position as � a people-gPnerator which sha3.]: be achieved by controlling circulation patterns to optimize patrons ' exposure to retail � . spaces and spacially-exciting points of interest . A festive atmosphere and experience is conveyed through strolling musicians , tivoli lighting , vendors with push carts and colorful kiosks . This festival ambiance will be adapted to people ' s changing moods , from season to seasan and year to year assuring ourselves a vibrant marketplace . Structurally, the atrium galleria and mall is designed to direct people through the galleria mall who are going to the other project elements . Glazed elevators and the sunlit atrium create visual excitement as well as the 90 foot wide glazed internal park-like amphitheatre setting which can be used as a public meeting place for civic festivities , concerts or plays . The Specialty Retail Center consisting of 113 , 000 net rentable square feet for restaurants and shops is similar in concept to Ghirardelli Square in San Francisco , Faneuil Hall in Boston and � ��-/�J� Harbor Place in Baltimore . Our specialty retail center , with its unique theme carried out by the individual shops , will appeal to shopper and visitor/tourist alike and offer unusual merchan- dise in the specialty shops . The center affords people an opportunity to browse through intriguing shops , enjoy a meal and participate in the available entertainment activities . �"The 12 , 500 net square foot four-plex cinema 'will occupy the first level and be designed to exit movie-goers directly into the shopping area . The cinema is expected to bring repeat visits and extend the length of stay at,. the specialty center through • enjoyment of dinner and shopping before and/or after the theatre . Rental Office - The 90, 000 net square foot area appeals to the traditional office tenant , as well as affords an opportunity to take advantage of the untapped market seg�ent in downtown St . Paul . Because of the mixed-use nature of this project , the rental office component is further enhanced by the � oint use of elevators , lobbies , structure , roof , etc . This office space occupies levels three through seven overlooking the colorful sunlit atrium below. *Parking Garage - The belaw-grade , three-level , 800-stall garage will provide adequate on-site parking for retail , office and residential purposes . Structurally designed as a single ramp with two ingress and egress locations mid�block on both Fifth and Sixth Streets , the garage offers wide flexibility to re- allocate the residential and commercial parking stalls as the demand may change . - 2 - . ; . ��-i9�' Skyway linkages will exist adjacent to the Farm Credit Banks Building to the west , Mears Park Apartments to the north and Burlington Northern to the south, and continue throughout the development to the amphitheatre setting . YMCA - The 76 , 400 square foot five-story YMCA located on Fifth mid-block is situated over Galtier Plaza ' s service and garage '� entrance . It has a separate entrance on Sixth Street as well as a second level entrance from the atrium mall . The YMCA offers extensive health-related facilities and programs that are expected to substantially en.hance Galtier Plaza' s market position. These facilities include Nautilus exercise equipment , ' racquetball and squash courts , an olympic size swimming pool , basketball gym, saunas , whirlpools , steam baths , and exercise rooms . Full family memberships are provided to the office and residential components . A unique feature of this skyway "Y" will be the rooftop amenities which include sundeck, tennis courts , outdoor pool and jogging track. Condominiums - 110 luxury condominiums will be located on floors 25 through 42 in the Jackson tower . These units will 'have spectacular views of the Mississippi River , downtown St . Paul , and the State Capitol complex . An additional 16 condominiums will be located above the first three floors of retail space north of the 90-foot wide glass facade along Sibley Street across from Mears Park. These units will consist of apartments and two-story townhouses . - 3 - . . , ��-�Q�' Rental Apartments - The Jackson Street rental building will consist of 168 apartments , 24 , 878 square feet of office space, � and will occupy the first 24 levels of the tower . The 32-level Sibley Street tower consists of 179 rental units and 12 , 250 square feet of commercial space . A 7600 square foot glass- enclosed community room will be located on the roof of the office/specialty retail center and will serve the residents `�` of both buildings . There are over 45 unique � floor plans for these rental towers which emphasize expansive perimeter walls and three directional vistas from living rooms and bedrooms . Terraces with sun access created...by - stepping back the towers add to the units ' marketability and enhances the architectural • � quality of the entire project . Project Amenities - In addition to features listed in the FHA 2453 form, note that each tenant will receive free of charge a. full family membership in the adjoining YMCA facility and have �ull access to the two--level glass-enclosed pavilion �arty room which a.s located on the roof of the specialty retail/o£fice center and constructed as part of the atrium skylight . � �und�ng �or the entire Galtier Plaza project is provided by a combination o� private investment , bonds issued by the St . Paul Port Autliority, the St . Paul Aousing and Redevelopment Authority, the Lowertown Redevelopment Authority , City of St . Paul tax- increment financing , and a Urban Development Action Grant through the Department of Housing and Urban Development . - 4 - . . � � �y-iyt� JACKSON REATTAL BUILDI?�G TABULATIOrS Ruilding Tabulations Level Area in, G.S.F.%r '� Street 6,G24 2 4,065 3 721 4 7,538 5 20,017 6 17,410 • 7-9 ' '3@ 9,238 27,714 10 • 9,577 • Link 520 . =� Comm. Pavillion 3,876 � � 11-19 8@ 9,577 76,616 . 20-24 � 6@ 9,455 56,730 25 480 26 120 232,Q08 Level 9 Landscaped Terrace ' 6,614 �� Gross square footage is calculated to the outside face of perimeter walls and does not include bllconies. %�%� NOTE: Total G.S .F, includes 24,878 square feet of office spaCe. . . ; � - �ly�r�d( SIBLEY RENTAL . BUILDING TABULATIONS Building Tabulations Level*%ti:Y � Area in G.S.F.%� Terrace Street 6,128 Mezzanine � 2,840 Skyway 6,395 �� 3 8,372 . t�_7 4@ 8,812 35,248 g 8,247 750 9 7,345 750 10 7,653 1,652 Link � 300 , Roof top Community Pavillion�,�'� . ... . 3,87 6 _ . 11-15 : 4@ 7,294 - 29,176 16-25 . 10@ 7,U73 77,803 26-30 5@ 6,656 33,280 1,002 ' � Penthouse 1,512 221,602 4,?54 Landscaped rooftop areas (Level 10) associated with Sibley Tower � Gross square footage is calculated to the outside face of perimeter walls (excluding balconies) . *� � total gross area of rooftop community pavillion assigned to Sibley Tower. %�%;* NOTE: Level 13 is omitted. %ti��** NOTE: Total G.S.F, includes 12,253 square feet of commercial space. . 1 . g��9t� SIBLEY TO��ER R�I�'TAL L'NIT TABULATIONS N�T L"�IT TYPE N.S.F.* BALC. LEVEL%r�ti NO.THUS RE.MA_RKS � LTNIT REI�'TS SSA-Hcp. Studio 502 -- 4-7 4 Subsid�zed/Hcp. $ 502 SS3 Studio 489 -- 8 1 Subs�d�zed 489 SSC Studio 439 -- 10-15 5 439 SSD Studio 460 -- 11-15 _ 4 460 S�E Studio 467 55 10-15 5 467 ' SSr Studio . 441 -- 16-25 10 441 SSG Studio 533 -- 8-9 2 533 Studio Sub-total 31 SlA-Hcp. 1 BR 680 -- 4-9 6 Subsidized/Hcp. 626 J1J 1 BR 569 -- . 4-9 � 6 Subsidized 523 S?C 1 BR 606 -- 4-9 6 Subsid;zed 558 S'_D-Hcp:� l �3R 570 -- �+-7 4 Subsidized/Hcp. 524 Slr 1 B?t 725 55 4-7 4 667 Slr 1 BR 680 -- 10 1 Subsidized 626 S?G 1 3R 578 -- 11-15 4 532 s?rt 1 BR 706 55 11-15� 4 650 S1K 1 BR 704 55 16-25 10 � 648 S1L 1 �R 683 55 16-25 � 'i0 ' � b28 S1'_vI 1 BR 620 55 • 16-25 10 570 S1� 1 BR 698 55 • 26-30 5 642 S?0 1 BR 759 -- 10 1 698 � 1 BR SuU-total 71 . S2A 2 BR 998 -- 4-7 4 918 S2B 2 BR 1,074 -- 4-7 4 988 S2C 2 BR 1,149 -- 8 1 302 s.f. Terrace 1057 S2D 2 BR 1,131 -- 8 1 302 s.f. Terrace 1041 S2E 2 BR 1,087 -- 9 1 376 s.f. Terrace 1000 S2r 2 BR 1,163 -- 9 1 376 s.f. Terrace 1070 S2G 2 BR 1,113 -- 10 • 1 66�+ s.f. Terrace �024 S2H 2 BR 1,067 -- 10 1 941 s.f. Terrace 982 S2J 2 BR 1,034 -- 26-30 5 275 s.f. Terrace 951 @ Leve' 26 S2K 2 BR 1,210 SS 26-30 5 1113 S2?, 2 BR 978 -- 26-30 5 47 s.f. Terrace 900 @ Leve1 26 S2�" 2 BR 1,000 55 11-25 14 920 S2�' 2 BR 1 ,011 110 11-15 4 2 Ba'conies 930 S20 ,2 BR 933 55 10-15 5 858 S2p 2 BR 921 55 16-25 10 847 S2Q 2 sR 1,027 55 16-25 10 945 S2R 2 BR 1,029 -- 26-30 5 228 s.f. Terrace 947 37 @ Level 26 2 BR Sub-total 77 Total L'nits 179 %� Net square footage is calculated to ir_sicle face of party, corridor and exterior wa'_ls and does not include terrace or balcony. ��-; ?�'ote: Level 13 is om=tted. - �' � ��CE�ISUS TRr1CT ti0. 34� � p�r9d� -. . ,�,� Form ApDroved OhtB No.2502-0025 U.S.OEPARTMENT OF HOUSING AND URBAN OEVELOPMENT HOUSING-FEDERAL HOUSING COMMISSIONER APPLICATION FOR MULTIFAMILY HOUSiNG PROJECT SECTION A•PROJECT IDENTIFICATION 1.Name of Project ' 2. HUD Project Number _ (MoRgaqe lns.o�Sec.?021 09 2-35416 Galtier Plaza Apartments 3. HUD Project Number (Jackson Tower) ' �sen;o�al SECTION B-PURPOSE OF APPUCATION TO: The Assistant Secretary for Housing•Federa! Housing Commissioner: Application is being made pursuant to Item (a): t, ❑2, ❑3 of Section M, Page 3 hereof.The undersigned desire(s1 to participate,with respect to the Property and Program(s) described betow.Therefore, it is requested that you give consideration to the information presented herein,for the purpose of loaning and/or approving: ❑Mortgage Insurance:Section; 2�� Mortgagor. ❑PM ❑NP �LD n R c n.�-. � - -- --� � - ^ , . , ��9 I� JACKSON TOW�R RErTAL UNI'" TABUI,ATIONS !�'ET t'?�IT TYPE N.S.F.%, BALC. LEVEL rO.TI!US RE.'�IARKS UNIT RENTS JB Studio 463 -- S-9 10 $ 4G3 Studio Sub-total, 10 .?n 1 BR 780 54 5-9, � 11-24 38 718 �C 1 3R 778 -- 5-9 10 . 71G ?� �` 1 BR � 659 -- 11-24 28 506 ?G 1 BR 659 -- 11-18 8 606 JG' 1 BR 660 -- 19-24 6 G07 JG' 1 BR 671 -- 19-24 (East; 6 �$i ,Tu 1 BR 849 -- 11-18 8 1 �R Sub-total 104 m 2 BR 1,135 68 5-9 10 1044 JT 2 BR 1,002 54• 11-24 28 �22 �? 2 BR 92G 45 11-18 8 S52 ??� 2 BR 1,047 (92) 19-24 6 (2 Balcs. @ . 963 Level 19 only) �L 2 BR 1,167 54 10 2 1074 2 BR Sub-total 54 Total Units 168 %r Net square footage is calculated to ins�de face of party, corridor and exter�or walls ar_d does not include ba�cony. . . . `, : •� �� li�d' .,' SECTION G•ESTIMATE Of REPLACEMENT COST SECTION 1•ESTIMATE OF ANNUAL EXPENSE LAND IMPROVEMENTS ADMINISTRATlVE 1. Unusual Land Improvement� S 1. Advertising 2. Ocher Land Improvemenn S 2. Management Fee(%/ S 3. TOTAL LANO IMPROVEMENTS S � 3. Othet S Residentail: STRUCTURES 4. ' TOTALADMINISTRATIVE S 6�,5�� 4, 6aMq�&�X�4gCX S �, ZO.OOO - ' OPERATING 5��i�$�+j{¢�+�C S 1 ��fi RL}Q 5. Elevator Maintenance Exp. S TT sT��t' Imp: g�q��6 6. Fuel-Heatin9 S 7. All Other Buildings S 7. Fuel•pomestic Hotwater S 8. TOTAL STRUCTURES a 9,445�3� g, Lighting and Misc.Power S 9. SUBTOTAL(Line 3 plut Line 81 a 9,445�3� 9. Water S 10. General Requirements fLine 9 x $ %l s� 75 S,63 10. Gas S 11. SUBTOTAL (Line 9 plus Lins 101 $ 11.Garbage and Trash Removal S ' FEES 12. Payroll S 12. Builder's General Overhead (Line 11 x %1 S 2�la��2 13:Other S 13. Builder's Protit (Line 11 x %) S RSPRA - �4• TOTAL OPERATING g 150��00 14. SUBTOTAI(Sum of Linet 11 through 131 $ 1 n�/05T�2 MAINTENANCE 15. Bond Premium $ �S nn 15. Decorating $ -v's'l'P.. 16. Other Fees $ 140,00 16. Repairs S . 17. ESTIMATED TOTAI COST OF CONSTRUCQTION $ 1Q,6 j� �2 17• Exterminating S 18. Architect's Fee•Design (Line 14 x1'9�061 $�� $• ��surance $ 19.Architect's Fee•Supervisory (Line 14 x•� %1 $ �� 19. Ground Expense S 20. TOTAL FOR ALL IMPROVEMENTS • jO HHH�59 Z0. Other � $ (Sum of Lines 17 rhrough l91 $ ' ' 2�, TOTAL MAINTENANCE $ 34�� 21. Cost per Gross Square Foot 5 45.$9 ., � (Line 20 divided try ltem 8,Secrion E! • 22. Reptacemerat Res.:N�ew Const._(.006 x , , 22.Conrtruction Time.1� Months Plus 2=�_Months Une 8,See.G Total Srruct.l RF�mmc9c � 56�672 � CH,4RGES ANO FINANCING OURING CONSTRUCTION ��`'��?'��X , 23. SUBTOTAL EXPEN'SES 21 8Rd�Z�es 4, 14, $ 3�$� 1�2 23. Interest on$ 13 s 045� �� 9 �0 24. Real Estate: Est.Assessed Value • for 18 Months $ $$�,5 85 :$ ' 24. Taxes $ ' -�- - at S per S7�00� . S 25. Insurance 1�,� 5 ]�,5�� . .25.�Personal Prop.Est.Assessed Value • 26. HUD/FHA Mtg. Ins.Pre.7�c�1 S �30 45 7 =S ' � � 27. HUD/FHA Exam.Fee (0.3%1 $ �q r�37 � at S per 51000� S � 28. HUOlFHA Insp. Fee (0.59K1 S ��q 26. Employee Payroll Tax S ' 29. Financing Fee . (_%/ S 27. Other S 30. FNMA/GNMA Fee /%1� 4�6,6Q� 28. Other 3 _Q_ 31. A APO ( .0, 1 $ - 29. TOTAL TAXES S 32. C��'g�g��}�{�}��i�a $ 2.32,�0�• 30.TOTAL EXPENSES(Line?3p/vs Line 29/ S 30$, 172, 33. Title and Recording S 35.000 31. Avg.exp.per unit per annum(PUPA1 1�834 34. TOTAL CHARGES AND FtNANCING g � 1,909�5� (Line 30 divided by TOTAL Item 7 Sec.CJ S LEGAL.ORGANIZATION AND AUDIT FEE SECTION J-TOTAL SETTLEMENT REQUlREMENTS 35. Legal $ � 1. Development Costs(Line 45,Seetion GI $1�+,1�� 36. Organization S I2,5�� 2. Cash Req.for Land Debt/Acquisition 5 390,�� 3.SUBTOTAL(Lines 1 plus 2J $14�!iC 5�u�� 37. Cost Certification Audit Fee S 2,500 045 700 38.TOTAL LEGAI,ORG.AND AUDIT FEE $ 25�n� 4. Mortgage Amount S �3, , t 5. Development/Cash(Lines 3 minus 4)+/- $ 1,��+9��1 s 39. Builder's and Sponsoi's Profit and Risk , $ +_.�2$2,31 6. Initial Operating Deficit , S 40. Consultant Fee(Nortprofit Only1 $ 41.Supplemental Management Fund $ �•�`�� Costs of Bond Issuancs 54� ,000 8, Interest Yield Costs � 42. Co�tingency Reserve(Rehabiliration Onlyl $ 43.Relocation Expenses , � 9•Working Capital(2%ofMortgageAmound S 2(Ll 91L� e 10. Mi�.Capital Investment fSec. 2021 � 44. Other a 11. Off-Site Construction Costs $ 45.TOTAL ESTIMATED DEVELOPMENT COST 12. Non-Mortgagable Relocation Expenses S ILines 20+34+38 through 44j $ 14'� 1�5�41 13. Other � 46. tand fEsrimared Market Price of Sirel 14. TOTAL ESTIMATED CASH REQUtRED a 2,255,632 390 00 �Sum o/Lines 5 thraugh 13J sq.ft.@ S per sq.ft. $ + FUNDS AVAILABLE FOR CASH REQUIFEMENTS 47. TOTAL ESTIMATED REPIACEMENTCOST 15. Sourceof Cash; OFPROJECT(Line43plusGine44) $ 14,495��+1 a. RSPRA S 1 ��82,311 b. L./r. $ _?60 914 48. Average Cost per Living Unit $ 83,961 �• �,�5� g�yd �.��C $ 7� T(�,�7 (Line 45 divided by Total in Sec.C,Item 7J SUBTOTAL(a+b+el � ��5 5 t632 SECTION H•ANNUAI INCOME COMPUTATIONS 16.Source of Fees and Grants: a. $ ' t. Estimated Project Gross Income $ 8 b . $ (Line 7,Seetion f,Page 11 �t�� 2. Occupancy(Entire Projecr! 9 3 % c. �� 3. Effective Grosz Income lLine 1 x Line 2J S ],,,� �Q 1.5 9 SUBTOTAL /a+b+cl $ 4. Total Project Expenses(Line 30,Seetion 11 $ . '�n£i- 1 217, TOTAL Cash,Fees and Grents S 2,255,632 5. Net Income to Project (Line 3 minus Line 41 � 1 _�r ] (Sum oi ltems 15 plus 16l 6. Ezoense Ratio fLine 4 divided bY Line 3l % NOTE: Line 17 must equal or exeeed Line 14 Ht10•92013 (481} -2• . '' : � . ... SECTION K•NAMES,ADORESSES AND TELEPHONE NUMBERS OF THE FOLL011�/1NG i. QSponsor, ❑Mortgagor, ❑ Borrower, ❑Owner 4. GeneralContrattor Galtier Plaza Apartments Name: Mears Park Development Company Na"'e: Partnership (to be for.aed) Address: C�O The Boisclair Corporation Add«ss: c/o The Boisclair Corporation Suite 350, 2925 Dean Parkway - Suite 350, 2925 Dean Parkway Minneapolis, ;IN Minneapolis MN Telephone Number: 61Z-926-6893 ZIP Code: SS�+I6 Telephone Number: 6ZZ-926-689'� Z�P code: 55416 z• Management Agent 5. sao�o�'s Attorney Halpern & Druck . Name: B,oisclair Mana ement Name: S . James Druck Address: Z6Z2 W. Lake Street Address: . Sillt2 1709 Minneapolis, MN Cargil Bldg. � Minneapolis , MN Tetepno�e tv�R,ber: 612-927-639� Z�P Code: SSLh16 Telephone Number: 612-339-7666 Z�P code: 55402 . 3. ❑Consultant, ❑Agent, ❑OtherAuthorizedRepresentative _ 6. Architect Miller, Hanson, Westerbeck, B@11 Name: Name: $u1tE 3�� Address: Address: Siltler Square 100 North 6th Minneapolis, 2�1 Telephone Number: ZIP Code: Telephone Number: 612-33H-��OO Z�P Code: 55403 SECTION L•APPLICATION (SAMA and Feasibility LetterJ A.The Undersigned certifies that: (1) He/She is legally authorized to represent the entityiiesl identified below with respec: to all transactions pertaining to this application and ail matters related to it; (2) Any and all aciion(s) by the undersigned.is/are legaliy binding � on the principal(s) and the entity(ies) being represented;(3) He/She is familiar with the provisions of the regulations issued by the Depart- ment of Housing and Urban �evelopment (HUD) pursuant to the above-identified Section(s1 of the respective Housing Act(s);(4) to the best of his/her knowledge and belief, the entity(ies) identified below has/have complied, or witl be able to comply,with all the require- ' ments of the regulations which are a prerequisite with respect to participation' in the program{s1 selected; (5) The principal(s) ot the entity{ies) identified below are familiar with the specific provisions of the Right to Financial Privacy Act of 1978;(6) the principal(s) is/ are a�vare that disclosure of certain financial information will be required by HUD in the course of processing this applicetion;(71 That he/ she has made a physical inspection of the property and, in his/her opinion, the site plan submitte�eonveys a concept which can be rea• sonably followed in pracfice;(8) The proposed construction will not violate recorded zoning ordinances or restriciio�s;(9) To the besi of his/her knowledge and belief no information or data contained here'in or in the exhibits or attachments submitted herewith,are in any way false or incorrect and that they are trnly descriptive of the project or property which is intended as security for the proposed mort- gage loan and/or is presented for consicleration with respect to the request for approval of a Housing Assistance Payments Contract. . B. The Undersigned.assures and agrees that: (1) Pursuant to the regulations and the related requirements of HUD neither the.entity , (ies) identified below, nor anyone authorized to act on its/their behalf, will decline to sell, rent or otherwise make available any of the property or housing in the project,identified herein,to a prospective purchaser or tenant because ot race,color,religion,sex,or national origin; (2) The entity(ies) identified below will comply with Federal,State and local laws and ordinances prohibiting discrimination;and (3) Failure or refusal to compty with the requirements of either (1) or(2) shall constitute sufficient basis for the Commissioner to rejeci requests for future business with the identified entity(ies) or to take any other action that may be appropriate. C. ❑ Herewith is a check for S in payment of the required�fee for a SAMA letter. Principai Contact: Sigried: Date: Telephone Number: On Behalf of: ❑ Sponsor, ❑ Mortgagor, ❑ Borrower, ❑ Owner • SECTION M-TO THE FEDERAI HOUSIIVG COh1MISS10NER � 1. Request for Mortaage Insurance: Request is hereby made for a � CONDITIONAL COMMITMENT ❑ FIRM COMMITMEfVT�toprovide mortgage insuranceona Ican, ' which will involve: � Insurance of Advances During Construction ❑ Insurance Upon Comptetion,with respect to a principal loan of $ 13,045,700 which wilf bear interest at the rate of g 9'0 on the Constructio� Loan and 9 %on the Permanent Loan. The undersigned mortgagee requests consideration for mortgage insurance pursuant to the provisions of Section 220 of the National Housing Act, and the HUD regulations applicable thereto.Said insurance is being requested to cover a loan which is to be secured by a first mortgage on the property described herein.After examining the proposed security,the undersigned considers such project to be desirable and is interested in making a loan in the principal amount and at the interest rate stated above.The loan will require repayment of the principal over a period of 360 months ( 30years► in accordance with an amortization plan acceptable to you. , It is understood and agreed that the actual financing fee (Item G-29) will not excesd %of your commitment amount. Presented herewith is a check for S 13,046 which is in payment of the app{ication fee required by HUD regulations. ❑ 2. Request forApproval of Housing Assistance Payments Contract(Section 8): The undersigned owner requests your consideration with respect to approving a Housing Assistance Payments Contract pursuant to Section 8 of the U.S. Housing Act of 1937, as amended, and the related regulations appticable thereto.Submitted herewith is a proposal which defines the scope of the improvements and the type and quality of the housing which will be provided on the p�operty described herein. Said property, upon compleiion of the improvements, will comply with the applicable standards and related regulations of the Depart• � ment of Housing and Urban Development. Such proposed housing is being offered for lease, to eligible tenants at the stated contract rents, pursuant to the provisions of the regulations pertaining to the above•referenced U.S. Nousing Act. ❑ 3. Request for a Section 202 Loan: Principal Amount S @ Permanent Interest Rate of % Pursuant to Section 202 of the Housing Act of 1959,as amended,and the regulations applicable ihereto,the undersigned borrower here•. by requests a loan in the principal amount and at the interest rate stated above.The proceeds of the loan are to be used for development of the property described herein.The scope of the developmentof the property will be consistent wiih that information pertaining to im• provements, submitted for your consideration. The loan is to be secured by a first mortgage on ihe property described herein.The prin- cipal amount of the loan will be repaid over a period of months( years) in accordance with an amortization plan acceptable to ou. Name and Address of Mortgagee Priqcjp��,Conta�t grusman Northland Mort a e Com an 3500 West 80th Street Suite 260 , ��lt iam .._ g g p y> > elephone Number !�Iinnea olis :iN 431 612-893-7521 Signed fPioposed Morrgagee e wirh Item J/ Date Signed (Owner•Item 1J(Borrowierl[em 3J Date �'/�'�� r..� �' , � .3. HUD•920t3 f481) • ... . ( ��-iQP'. . ,.�� . - - . � . � .. .. . ... -- _ � . . - r v�:.�%.� - .� . `�t� j i.a. . . ' • ' .. ... w. a..��... . . � . ri r i�.. .. .:�,� t•• •:V..ylr�li t" �/T ' � �� -) �. ' � �t . . . .' . !n... . . . . . . , ti 'y � . ' . — �� . � ` .�i rr• ��1.�"�� .:c.�:�.�:� . . .�. . . . . . ,. .... .. . . . .. . .-_ . _ . .. . - .- . . ` ,r• . ti+t-i _.n�._ ..r...�."`r'.��.'�'.n......�'�.., ..� ..'e-�.`.s.r+.=. .._ . . .- ,.. .wa'_i:.:+r...r..f...�........,. ............r.r....w.......�.ti-....:�.e;u.-.....�.�..:.....<.'�. . � . _.. . . � . . . ' C .� ---_ '__ _ , � � � GALTIER PLAZA . ' JACKSOII TOWER RENTAI, APAR'1fi1ENTS ' = DEVELOPr•IENT PROGRAT�I Unit Size : . ilumber . Type Net Sq .Ft. 10 , 10 Studio , 461 "12 � � 1 BR 65 b � 28 I. BR . 663 � 8 1 BR 672 10 1 BR . 78� - • 38 1 BR 806 �.' 8 104 1 BR 851 8 � 2� BR 946 � 28 2 BR I , 029 2 2 BR I, 200 6 2 BR 1, 046 10 54 2 BR 1 , I69 � . 168 �. ' ,� P�- �� ' CENSUS TRACT N0. ��-*2 Form Approved •�� .��" OMB No.2502-0029 U.S.OEPARTMENT OF HOUSING AND URBAN OEVELOPMENT HOUSING•FEOERAL HOUSING COMMISSIONER APPLICATION FOR MULTIFAMILY HOUSING PROJECT � SECTION A•PROJECT IDENTIFICATION . 1.Name of Project 2. HUD Projeet Number • (Morrgage Ins.or See.so2� To b e a s s i gne d Galtier Plaza Apartments - s. Hu�P�oie�ctv�mber (Sibley Tower) Isecr;o�al SECTION 8•PURPOSE OF APPLICATION TO: The Assistant Secretary for Housing-Federal Housing Commissioner: Application is being made pursuant to Item (a}:�1, ❑2, ❑3 of Section M,Page 3 hereof.The undersigned desire{s1 to participate,witn respect to the Property 2nd Program(s)described betow.Therefore, it is requested that you give consideration to the information presented herein,for the purpose of loaning and/or approving: ❑�Aortgage Insurance:Section; 2�� Mortgagor: ❑PM ❑NP �LD ❑B-S Other ❑a Feasibility Letter fRehab.l ❑��rect Loan Section 202 financing: Q Conventional ❑GNMA �Bond ❑State Agency ❑a SAMA Letter(New Consr.l ❑Housing Aut.Pymnts.See.8 Other Qa Conditional Commitment ❑a Preliminary Proposal Mortgage/Loan Amount:$ 12.�1�,1�� _- ❑a Firm Commitment ❑a Final Proposal Interest Rate: Permanent 9 96 Construction 9 % SECTION C•LOCATION AND DESCRIPTION OF PROPERTY 1.Street Address 2. Municipality 3.CountY 4.State and ZIP Code 5,COngressional Dist. Sth and Sible St. Paul P.amsev MN 551 1 �� 4th 6.Type of Pro�ect: , 7.Number of Units• 8.No.of 9.List Accesso►y Buildings 10.list Recreation F�cil;ties, Revenue: 177 s��id��9s YMCa Facilities �Proposed ❑Rehabilitation Non-Revenue: - • ' i in Y r it : 1 TOTA • _ __ Area.- ----- - - ---Sq--F_t - Area------_._ _ S4.Ft. 71. Type of Buildings: �Elevator ❑Walkup 12. No.of Stories 13. No.of Elevators 14,Type of Foundation: ❑Slab on Grade ❑ Row(T.H.) ❑Detached ❑Semi-Detached 29• 3 ❑Crawl Space �Partial Bsmt.�Futl Basement 15.Structural System 16. Floor System 17. Exterior Finish 18. Heating System ' 19.Air Conditioning System Post Tension Concrete Con r Mas nryT & lass , District Heatin Central SECTION O•tNFORMA�TtON CONCERNING LANO OR PROPERTY 1.Date 2. Price ' 3.Additiooal Cost 4. Total Cost S.Outscanding 6.Relationship Between Seller and Buyer,Business, ❑Acquired ❑ Purchase Paid or Accrued Balance Personal or Other ❑Optioned ❑ Option . � ' � / / 5 5 - S S 7.Site Area - 8.Zoning(lf s�ently changed,submit evidencel 9• �f leasehold tease 2erm, show annua� remaining .Fi. Permissive Multi-use ground rent S j�j A years. . 10.Off-Site Facilities: Public Comm. At Site Feetfrom Site 11.Unusual Site Features 12.Special fkssessments N�a Water � ❑ � ft. ❑None ❑Poo�Drainage a.�Prepayable ❑Non-prepayable Sewer ' � � ❑� � ft. �Cuts ❑Retaining Walls b.Principal Balance $ .' pa��ny � ❑ nX N, []Fill ❑Rock Foundations c.Annual Payment S ' Gas � ❑ � ft• ❑Erosion ❑High Water Table d.Remaining Terms years. • Electrical � ❑ � ft. ❑Other �a SECTION E-ESTIMATE OF INCOME � Unit No.of No.of Units Living Area PBE Nqi Unit Rent I Total Monthly G�omposition of Units in Rent l5) per Mo.(S) Unit Rent(51 Type Living Units Assisted fSq.Fr.l • (Sec.F-1 _ verage • . EFF 28 6 390-495 Living, Kitchen, Bath I �� 459 12,852 '�� I BR �0 21 534-792, Living, Kitchen, Bath, Bedroom I 605 42,350 2 BR 79 0 909-150'6 Livin Kitchen 2 Bedroom 2 Bat 960 . 75 8�0 ( Employeels� Liv.Units(sl•. TOTALS 1 177 •27 2,TOTAL ESTIMATED MONTHIY RENTALS FOR ALL LIVING UNITS 5 131,042 3.Number of Parking Spaces 4. Parking and Other Income(Not lnc/uded in Rentl ❑ Attended Open Spaces @ 5 per month=S Covered Spaces @ S per month=$ ��ry 1]] Sq.Ft.or living Units @�_per month=5 1,239 ❑ Self Park er month�S otner Partv Room & Guest Suite Rentaln 8,. �� Tocal Spaces TOTAL ANCIILARY INCOME 5 9,739 5. C�CCr,�i��Space (Desc�ibel p��.,�.. s6d,ri�i}C.�SI 9� SL� sq.ft.@ 5 1 _ 5 5 Per sq.ft./month� S�S 1 '��_ . U I L1 C@ 2,S�� . sq.ft.@ S ], per sq.ft./month= S �S�� TOTAL COMMERCtAL S 1 7,630 XRTH4Ci�R�RrX 6. TOTAI ESTIMATED MONTHLY GROSS INCOME AT 100 PERCENT OCCUPANCY 5 ZS8��+11 �, TOTAL ANNUAL RENT (ltem 6 times J2 monrhtl S 1� �0,932 8. Gross Floor Area: 9. Net Rentable Residential Area: 10. Net Rentable Commercial Area: 229,356 x sq. Ft. 146,346 s�. Ft. 14,293 sq.Fc. SECTION F•EQUIPh1ENT AN�SERVICES(Check lrems Included in tAe Rent,Lisred 8e/ow/ SECTION F•1 •UTILITIES lNotin Renrl E uipment: Services: Gds Elect. Oil 'pERSONAL BENEFIT EXPENSES fPBE1: �Range and Oven �Carpet �Heat � a Q Check Utilities and 5ervices Not Included in the ❑Drapes �Hot Water Rent and Paid Directly by the Tenant. ❑Microwave Oven ' � � ❑Gas Q Refrigerator y ❑Cookin �Etectricity ❑Heating �Swimmin Pool " 9 � � ❑Repairs ❑Water �Laundry Facilities Q Air Conditioning Equip. �Air.Conditioni�g ❑Oecoreting �In Common Area ❑Trash Compactor ❑Lights,etc.,in Units Other ❑In Living Unit �Disposal Q Cold Water ❑parking ^ Other Remarks U L.U. HOOku Onlv �Othlt d� hW � ''� t' ' PreviousEdition�sObsotece �j & 2 BR) trash pickup HUD-92013 (481) Y:iCA Membership *gooftop pavillion at 3,876 sq. ft. and terrace counted at 1/2 sq. ft. Street level c�ro� off 1:1C�L`G�P.d wir'�in 8,6!�7 street level sq. ft. M, , i . ��::� SIBLEY ' ��`/ '�j,� SECTION G•ESTIMATE OF REPLACEMENT COST SECTION I-ESTIMATE OF ANNUAL EXPENSE LAND IMPROVEMENTS ADMINISTRATIVE 1. Un�sual Land Improvements S 1.Advertising 2. Other Land Improvements S 2. Management Fes I 1K1 S_�� 3. TOTAL LAN�IMPROVEMENTS S -(�- 3. Other S � ' STRUCTURES ' 4. TOTAIADMINISTRATIVE � S �1 ,645 4. �'��fi�cA�l S � - OPERATING • 5. �OppC S 243,$OO _ 5. Eievator Maincenanee Exp. S �. 6. S 1��,�� 6. Fuel•Heatin9 S � pet�1�wImp' s 30.00� 7. Fuel•Domestic Hotwater S 8. TLC�S�t"R�URES $�2$0�0�� S 9, 165 ,7$ 8• Lighting and Mise.Power S 9. SUBTOTA L(Lins 3 p/us Line 8) S 9. 16 S,7$ 9. Water S 10. General Requirements lLine 9 x $ A61 a 7 33,Z 6 10, Gas S t t. SUBTOTAL (Line 9 plus Lina f01 S � 11. Garbage and Trash Removal $ � FEES 12, Payroll S 12. Builder's General Overhead (Line 11 x %1 S 19�,9$ 13. Other S 13. Builder's Profit ILine 11 x 9161 S BSPRA 14. TOTAL OPERATING g 16��0�� 74. SUE3TOTAl(Sumoltines 11[hrough 131 $ 1Q Q9]. Q2 MAINTENANCE � � 15. Bond Premium $ 75�(� 15. Decorating $ ' 16. Other Fees $�� 16. Repain $ 17. ESTIMATED TOTAI COST OF CONSTRUCTION $-��2 17. Exterminating $ 18.'Architect's Fee•Design (Line 14 x2"O�b1 S 18. Insurance $ ----- 1��4rchitect's Fee•Supervisory (Line 14 x�„1�%)- $--�-' 9:-Ground Expense $ 20. TOTAI FOR ALL IMPROVEMENTS 1��615�47 zo. other ' S (Sum oi Cines 17 chrough 191 � y1, TOTAI MAINTENANCE $ 3b�� 21. Con per Gross Sauare Foot S �+6.2 8 . ILine 20 divided by lrem 8,Secrion E1 , 22. Replacement Res.: New Const._(.006x ' : � � , 22.Construction.T�me�Z Monchs Plus 2= Months Cine 8,Sec. G Tora/Sr�uct.1 t�3{�� 54 995 CHr�RGES ANO FINANCING DURING CONSTRUCTION � ��' �#�'�� $ ' . � 23. SUBTOTAL EXPENSES ��and 221 es 4, f4, $ 322,640 23. Interest o�5 12,�1�, 1�Qil 9 °�G 24. Real Estate: Est.Assessed Value . ro� 17 Months s 810,269 ' a$ � � � 24.Taxes S �-�- at S per 51000= S 25. Insurance • S 75�Q�Q , ,25. Personal Prop.Est.Assessed Value • 26. HUO/FHA Mtg. Ins.Pre.(��/ $ •12 7�,];�1 •g 27. HUO/FHA Exam.Fee (0.3%1 S �R,�,1 �n at$ per 51000= S 28. HUO/FHA Insp.Fee (0.5561 $_fi 3T r�1 26. Employee Payroll Tax S 29. Financing Fee �_%1 . 27. Other $ 30. FNMA/GNMA Fee ( 961� l�GG.TS!} 28. Other $ 31. AMPO �/� 5 29. TOTAL TAXES 3 -� �HD. CO t 32. e�rg�+ � $ 2�2 (�n� 30.TOTAL EXPENSES(Line 23 plus Line 291 $ �� h� 33. Title and Recording S 35rn�0 31. Avg.exp.per unit per annum IPUPAI 823 34. TOTAL CHARGES AND FINANCING ' $ Z�$25�9� lLine 30 div;ded bY TOTAL/rem 7 Sec.C) S � LEGAL,ORGANIZATION AND AUDIT FEE SECTION J-TOTAL SETTLEMENT REQUIREMENTS 35. Legal S , J. Development Cons(Line 45,Section G1 513,�15,�1 2. Cash Req.for Land Debt/Acquisition S L�1 fl��QO �6. Organizatio� S IZ,5�0 3.SUBTOTAL fLines 1 plus?1 $1 L� � 71 L} 37. Cost Certification Audit Fee S 2,SQQ ' ' ' ?-- 38.TOTAL LEGAI,ORG.AND AUDIT FEE $ �S�n 4. Mortgage Amount 5��71 0 r100 39. Builder's and Sponsor's Profit and Risk $ 1 246,63 5. Oevelopment/Cash(Lines 3 minus 41+l- S 7 /,� 1��,}* a 6. Initial Opereting Deficit S 40. Consultant Fee(NonArolii Onlyl $' '� �� COS t o f Bond Issua'nce g� �3;OUD 41. Suppi�mental Management Fund $ 2�� 42. Contingeney Reserve(Rehabi/i[ation Onlyl $ . 8. Interest Yield Costs $ 43.Relocation Expenses a 9.Working Capital!2%of Morrgage Amounrl , $� 44. Other S 10. Min.Capital Investment(Sec.2lJ21 $ ti. Off•Site Construction Costs S 45.TOTAL ESTIMATED DEVELOPMENT COST 12. Non-Mortgagable Relocation Expenses S (Lines20+34+38through44/ S 13,�IS.71 �3. Other S 46. Land(Esrimated Market Price of Sitel � 14. TOTAI ESTIMATED CASH REQUIRED g 2�2�[+�$16 410�� fSum of Lines 5 through 131 sa.ft.@$ per sq.ft. $ FUNOS AVAILABLE FOR CASH REQUIREMENTS 47.TOTAL ESTIMATED REPIACEMENT COST 15. Source of Cash; OF PROJECT(Line 43 plut Line 44) $ 14� 125�71 a, BSPR�► � 1,246,�638 b. L s ___��+,��'L 48. Average Cast per Living Unit S 7��9� �, Cash & L Cs a ��6 � (Line 45 divided by Tofal rn Sec. C,Item 7) SUBTOTAL(a+b+cl 2�Z��T�$16 SECTION H•ANNUAL INCOME COMPUTATIONS 16. Sou►ce of Fees and Grants: t. Estima2ed Project Gross Income a. $ lLine 7,Srtiion E,Paye 1/ $_� ��3 b. S T 2.Occupancy(Entire Projec[l �� % c, $ -r� 3. Effective Gross Income(Line 1 x Line 2/ S 1, ]6�,86 SUBTOTAL (a+b+t1 $ 4. Tutal Project Expenses(Line 30,Seetion 11 S 322,64 », TOTAL Cash,Fees and Grants 5. Net Income to Project lLine 3 minus tine 41 $ 1,445,22 (Sum of Jtems 15 plus 16/ 5 2�2�-�►�816 6. Ex ense Ratio fLine 4 divided by Line 31 � NOTE: line 17 must equal or exceed Line 14 � HUO-92013 (481) . ,2_ ,, . � SIBLEY �i�/� . (,- ( . . � . SECTION K•NAMES.ADDRESSES ANO TELEPHONE NUMBERS OF THE FOILOWING 1. �Spo�sor, ❑Mortgagor, ❑ Borrower, ❑Owner 4, cc�e►ai co�t�xto� Galtier Plaza Apartments Name: Mears Park Development Company Nart1°: partnership (to be for�ed) Address: C�O The Boisclair COY'POrBClOri Address: C�O The Boisclair Corporation Suite 350, 2925 Dean Parkway ' Suite 350, 2925 Dean Parkway Minneapolis, MN Minneapolis, MN Te�epnone N�mber: 612-92 6-6893 Z�P Code:55416 Teiephone Number: 612-926-6893 ZIP Code: 55416 y, Management Agent s. spo�sor:acto��ev Halpern & Druck Name: Boisclair ManagemenC Name: James Druck Address: 2622 W. Lake Street qddress: Stllt2 1709 ;iinneapolis, MN Cargil Bldg. 612-927-6395 Minneapolis, MN � Telephone Num6er: ZIP Code:SS4'16 Telephone Number: 612-339-7666 Z�P COf�e7 55402 3. ❑Consultant, ❑Agent, ❑Other Authorized Representative 6. Architect Mil ler, Hanson, Westerbeck, BE11 Name: Name: Sulte 3�� Address: Address: $ut1eY' Square 100 Nortn 6th Minneapolis, MN ' Telephone Number: ZIP Code: Telephone Number: (12-338—�7�� Z��Code: , SECTION L•APPLICATION(SAMA and Feasibiliry Leirerl A. The Undersigned certifies ihat: (1) He/She is legally'authorized to represent the entity(ies) identified below with respect to all transactions pertaining to this application and all matters related to it; (2) Any and all action(s) by tlie undersigned is/are legally binding . on the principal(s) and the entity(ies) being represented; (3) He/She is familiar with,the prdvisions of the regulations issued bythe Depart- ment of Housing and Urban Development (HUD) pursuant to the above-identified Section(s)of the respective Housing Act(sl;(4) to the best of his/her knowledge and belief, the entity(ies) identified below has/have complied, or wilt be able to comply,with all the require- ments of the regulations which are a prerequisite with respect to participation in the program(s) selected• f51 The�principalfs) of the entity(ies) identified below are familiar with the specific provisions of the Right to Financial Privacy Act of 1978;(6) the principal(s) is/ are aware that disclosure of certain financial information will be required by HUD in the course of processing this application;(7)That he/ she has made a physical inspection of the property and, in his/her opinion, the site plan submitted conveys a concept which can be rea- sonably followed in practice;(8) The proposed construction will not violate recorded zoning ordinances or restrictions;(91 To the best of his/her knowledge and belief no informatic�h or data contained herein or in the exhibits or attachments submitted herewith,are in any way false or incorrect and that they are truly descriptive of the project ar property which is intended as securiiy for the proposed mort- gage loan and/or is presented for consideration with respect to the request for approval of a Housing'Assistance Payments Contract. B. The Undersigned assures and agrees that: (1) Pursuant to the regulations and the related requirements of HUD neither the entity (ies) identi',ied below, nor anyone authorized to act on its/their behalf, will decline to sell, rent or otherwise make available any of the property or housing in the project,identified herein,to a prospect'ive purchaser pr tenant because of race,color,religion,sex,or national origin; (2) The entity(ies) identified below will comply with Federal,State and local laws and ordinances prohibiting discrimination;and (3) Failure or refusal to comply with the requirements of either (1) or i2) shall constitute sufficient basis for the Commissioner to reject requests for future business with,the identified entity(ies) or to take any other action that may be appropriate. + C. ❑ Nerewith is a check for S in payment of the.required fee for a SAMA letter. ' Principal Contact: Signed: Date: Telephone Number: • On Behalf of: ❑ Sponsor, ❑ Mortgagor, ❑ Borrower, ❑ O�vner ' SECTION M•TO THE FEDERAL HOUSING COMMISSIONER � 1. Request ior Mortoage Insurance: Request is hereby made for a � CONDITIONAL COMMITMENT ❑ F�IRM COMMITMENT to provide mortgage insuranceon a loan, which will involve: � Insurance of Advances During Construction ❑ Insurance Upon Completion,with respect to a principal loan of $ 12,710, 100 which will bear interest at the rate of 9 °'o on the Construction Loan and�_%on the Permanent Loan. The undersigned mortgagee requests consideration for mortgage insurance pursuant to the provisions of Section220 of the National Housing Act, and the HUD regulations applicable thereto.Said insurance is being requested to cover a loan which is to be secured by a first mortgage on the property described herein.After examining the proposed security,the undersigned considers such project to be desirable and is interested in making a loan in the principal amount and at the interest rate stated above.The loan will require repayment of the principal over a period of 360 months( 30 years) in accordance with an amoriization plan acceptable to you. It is understood and agreed that the actual financing fee.(Item G•291 will not exceed °S of your commitment amount. Presented herewith is a check for S 12�711 which is in payment of the application fee required by HUD regulations. ❑ 2. Request forApproval of Housing Assistance Payments Contract (Section 81: The undersigned owner requests your consideration with respect to approving a Housing Assistance Payments Contract pursuant to Section •8 of the U.S. Housing Act of 1937, as amended, and the related regulations applicable thereto.Submitted herewith is a proposal which defines the scope of the improvements and the type and quality of the housing which will be provided on the property described herein. Said property, upon completion of the improvements, will comply with the applicable standards and related regulations of the Depart- ment of Housing and Urban Development. Such proposed housing is being offered for lease, to eligible tenants at the stated contract rer.ts,pursuant to the provisions of the regulations pertaining to the above•referenced U.S.Housing Act. ❑ 3. Request for a Section 202 l.oan: Principal Amount S @ Permanent Interest Rate of 9'a Pursuant to Section 202 of the Housing Act of 1959,as amended,and the regulations applicable thereto,the undersigned borro�ver here- by requests a loan in the principal amount and at the interest rate stated above.The proceeds of the loan are to be used for development of the property described herein.The scope of the development of the property will be consistent with that information pertaining to im• provements, submitted for your consideration. The loan is to be secured by a first mortgage on the property described herein.The prin- cipal amount of the loan will be repaid over a period of months l Years) in accordance with an amortization plan acceptable to ou. Principal Contact Name and Address of Mortgagee Wi y Northland Mortgage Company � ��,o��±bf�21 Signed (Proposed Mongagee) Us with lrem !/ . ate Signed (Owner-/tem 21(Borrower•Item Jl Oate G�/��r� � t��z� �' z� �� .3. HUD-92013(48i 1 .. . �_ � � . �,�_�� . . . . !y..�- . . . .. .:. , _ •t'... . .�+'_ . . , �- • . ... � . 1:. . . - . ... - .-ti. , . ;ez::•r., .. •':�,?:; . 'a'.y;iTr�' . . � � .. . . . . �� . � � . � .- . . - � ' . � � `*- i: " - �+i � , �'� - � i` - .r . 'y - t' f ys.fi,- r�° ,fl ;" r� .�r` ,i' ' • �' � � . . � .. . . . . - . � �-• , . , . .. � - • � . .. .. . .. '-. . . _ . r• . �""n'I _ . .�JCR:�-:..`.�a�>..`�!.'M.1Y^�x��M-e�._ �.iY^�sr�i-�'n��iJ�vJ�•�i:�S.. .n�sa'w...a:�1M'v'+wi*.i1K^wwti�4:��:�+�+v�.t1-N+O:1M`4s`IiiM..rJ.l�� Mr.W.:�v:%nY'wr4�.�:.l�r.r.��"'•:�:"•'a.�'...: . . . .. � . , GALTIER PLAZA . SIBLEY TOWER RENTAL APARTMENTS � ' DEVELOPMENT. PROGRAM . r,,, . . � ' Unit Size: , • Number Type Net Sq. Ft. 3 Section 8 Studio � 390 1 Section =$' Studio 495 5 (2) Section 8 Studio � • � 495 '� � 4 Studio ' � 445 11. Studio 492 ' 4 28 Studio • ' 475 5 Section 8 1 BR 5s4 - . 5 Section 8 1 BR 560 • 5 Section 8 1� BR 582 1 Section 8 1 BR 625 5 Sectian 8 1 BR 680 . 4 1 BR 625 11 1 BR 654 • 11 1 BR 719 11 � 1 BR 723 . 4 1 BR ' 730 � 3 . � 1 BR 792 5 70 1 BR 750 11 � 2 BR 909 , 3 2 BR 973 15 2 BR 984 4 2 BR 975 5 2 BR 1, 060 � 3 � 2 BR 1, 022 11 2 BR 1, 036 5 2 BR 1, 174 4 2 BR • 1, 050 5 2 BR 1, 193 S 2 BR 1, 115 1 2 BR 1, 220 1 2 BR 1, 235 1 2 BR 1, 260 1 2 BR 1, 270 1 2 BR 1, 400 1 2 BR • 1, 506 1 2 BR 958 1 79 2 BR 1, 008 177 ..J .. . . .. �..j . A . �p'��9� U.5. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FEDERAL HOUSIhG ADMINISTRATION INSTRUCTIONS TO CLOSING ATTORNEY _ REGULATORY AGREEMENT - FHA FORM 24b6 - MULTIFAMILY HOUSING PROJECTS (Under Sectiorss 207, 220, 221(dJ(4J, 231 nnd 232, Except NonprojitsJ 1. Form of Mortgagor (a.) Corporate Mortgagor- any form of Corporate Charter may be used which: • (1)contains nothing inconsistent with the Regulatory Agreement, (2) gives the corporatiori powers necessarx to operate the project and execute the note and mortgage, and (3) specifically authorizes the execution of the Regulatory Agreement. Suggested charter provisions to accomplish the above purposes are attached. (b.) Partnership Mortgagor- Unless all partners execute the Regulatory Agreement, a copy of the partnership agreement should be furnished and should be examined to determine that it contains nothing inconsistent with the Regulatory Agreement. It should further contain a provision substantially as follows: `'' "The partnership is authorized to execute a note and mortgage in order to secure a loan to be insured by the Secretary of Housing and Urban Development and to execute a Regulatory Agreement and other docu- ments required by the Secretary in connection with such loan. Any incoming partner shall as a condition of receiving an interest in the partnership property agree to be bound by the note, mortgage, and Regu- latory Agreement and other documents required in connection with the FHA insured loan to the same ex- tent and on the same tesms as the other partners. Upon any dissolution, no title or right to possession and control of the project, and no right to collect t�he rents therefrom�shall pass to any person wha�is not bound by the Regulatory Agreement in a manner satisfactory to the Secretary. (c.) Trust - any Trust Agreement before it is finally accepted generally should: • ' (1) give the trustee the powers necessary to execute the note and mortgage; (2) specifically authorize the execution of the Regulatory Agreement; (3) contain nothing inconsistent with the Regulatory Agreement; (4) prohibit the transfer of beneficial interest prior to completion of the project without the prior written consent of the Secretary and prohibit the transfer to such interest subsequent to completion of the project unless the new beneficiary assumes and agrees to be bound by the Regulatory Agreement; and (5) require that the Secretary be advised ten (10)days prior to any proposed transfers of beneficial inter- ests. 2. T'he Section of the National Housing Act under which the mortgage was originally endorsed for insurance.or the fact that the mortgage originally was a Secretary-held purchase money mortgage shall be set out in the heading of the Agreement under the item "mortgage." 3. The names of all mortgagors including all beneficiaries of any trust shall be set out in the first unnumbered paragraph of the Agreement in the place for listing the names of the parties. Where any such person is signing the Agreement as trustee or in some other representatives capacity, this fact shall be clearly set out both in this first paragraph and in an identical manner at the end of the Agreement where such person signs. The name of a person signing in a repre- sentitive capacity should also be set out in his individual capacity in Paragraph 17. For example: a party may be designated, "Mr. Jones, as trustee of Sara Jones Trust, " be listed in Paragraph 17 as "Mr. Jones, individually, " and sign the Agreement as "Mr. Jones, trustee of the Sara Jones Trust." This would make the Sara Jones Trust responsible for carrying out the provisions of the Regulatory Agreement, but Mr. Jones would be responsible indivi- dually only for his own acts. 4. In all cases invloving the issuance of a commitment to insure there shall be added to the mortgage a provision sub- stantially as follows: "The Regulatory Agreement of even date herewith entered into between the Mortgagors(Grantors) herein and the Secretary of Housing and Urban Development which is being recorded simultaneously herewith, is incorporated in and made a part of this mortgage (deed of trust). Upon defau�t under the Regulatory Agreement and upon request by the Secretary, the Mortgagee, at its option, may declare this mortgage(deed of trust) in default and may declare the whole of the indebtedness secured hereby to be due and payable." If the mortgage is already on cecord, it should be modified to incorporate the Regulatory Agreement. Ordinarily this may be done by a separate Modification Agreement executed by the mortgagor and mortgagee. S. The Regulatory Ageement shall be executed by the Mortgagor and Secretary and recorded at thz expense of the mortgagor prior to endorsement for insurance, prior to consent to a conveyance in existing insured mortgage cases, or prior to the conveyance to a purchaser in sales cases. �,.: �.. .._ 2 •. 6. Since the requirements for execution vary from state fo state, space is left at the end of the printed form for proper execution. Generally, acknowledgement by each party will be required and the form of acknowledgment used in the mortqage or deed of trust would be acceptable. ?. If the mortgage is insured pursuant,to Section 232� Par. 4 of the Regulatory Agreement shall be stricken and the de- letion appropriately approved by the parties. 8. The Agreement is to be executed in the name of the Secretary by the Field Offi ce Director. 9. A legal description of the property shall be attached. � 10. Whenever this Agreement is executed by a person not liable for the payment of the note and mortgage , such person shall be listed in Paragraph 17. If all persons executing this Agreement are so liable, the word "none" should be inserted in Paragraph 17 or Paragraph 17 should be stricken in its entirety. 11. In the event the project is to be insured under section 232, and the owner is to lease the project� the lessee shall execute FHA Form 1Vo. 2466-nhl. 12. The dollar am�unt to be inserted in the first paragraph of 2(a) is 1/12 the annual Reserve for Replacements recited in the commitment, which is calculated on Form 2419, Breakdown of Reserve for Replacement. �. CORPORATE CHARTER PROVISIONS ARTICLE PURPOSES The purpose for which the corporation is formed and the busin�ss to be carried on and the objectives to be effec- ted by it are: - � ��- � Section 1. (a) To create a private cocporation to construct oc to acquire a housing project or projects, and to oper- ate the same; (b) to enable the ffnancing of the construction of such rental housing with the assistance of mortgage insur- ance under the National Housing Act; (cl to enter into, perform, and cacry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the corporation, including, expressly, any con- tract or contracts with the Secretary of Housing and Urban Development which may be desirable or necessary to comply with the requirements of the National Housing Act, as amended, and the 12egulations of the Secretary thereunder, relating to the regulation or restriction of mortgagors as to rents, sales, charges, capital structure, rate of return and methods of operation;(� to acquire any property. real or personal, in fee or under lease, or any rights therein or appurtenant thereto, necessary for the construction and operation of such project; and(e) to borrow money, and to issue evidence of indebted- ness, and to secure the same by mortgage, deed of trust� ptedge, or other lien, in furtherance of any or all of the objects of its business in connection with said project. ARTICLE POWERS Section 1. The corporation shall have the power to do and perform all things whatsoever set out in Section l of Article_ PURPOSES above, and necessary or incidental to the accomplishment of said purposes. Section 2. The corpocation, specifically and particularly, shall have the power and suthority to enter into a Regu- latory Agreement setting out the requirements of the Secretary of Housing and Urban Development. _-- —. . � ��- /9 " FHA FORM NO.2466 Revised November 1969 (Previo�s Revision obsolete) U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT . FEDERAL HOUSING ADMINISTRATION REGULATORY AGREEMENT FOR MULTI-FAMILY HOUSING PROJECTS (Under Sections 207� 220, 221(d)(4). 231 and 232, ExceptNonprojits) Project No. Mortgagee , � Amount of Mortgage Note Date Mortgage: Recorded: State _ County Date Book Page Original.ly eadorsed for insurance under Section This Agreement entered into this day of , 19 , between whoseaddress is ' their successors, heirs, and assigns (jointly and severaliy,�hereinafter refe:red to as Ov,-ners) and the undersigned Secretary of Housing and Urban Development and his successors (hereinafter referred to as Secrztary). In con�ideration ot' the endorsement for insurance by the Secretary of the above described note or in considera- tion of the the consent of the Secretary to the transfer of the mortgaged property or the sale and conveyance of the mortgaged property by the Secretary, and in order to comply with the requirements of the National Housing Act, as amended and the Regulatior_s adopted by the Secretary pursuant thereto, Owners agree for themselves, their success- sors, heirs and assigns, that in connection with the mortgaged property and the project operated thereon and so long as the cuntract of mortgage insurance continues in effect, and during such furtl►er period of time as the Secretary shall be the owner, holder or reinsurer of the mortgage, or during any time the Secretary is obligated to insure a mort- gage on the mortgaged property: 1: Owners, except as limited by paragraph 17 hereof, assume and agree to make promptlyall payments due under the note and mortgags. 2. (a) Owners shall establish or continue to maintain e reserve fund for replacements by the allocation to such reserve fund in a separate account with the mortgagee or in a safe and responsible depository designated by the mortgsgee� concurrently with the beginning of payments towards amortization of the principal of the mort- gage insured or held by the Secretary of an amount equal to $ per mont4 unless a different date or amount is approved in writing by the Secretary. Such funds, whether in the form of a cash deposit or invested in obligations of, or fully guaranteed as t� prin- cipal by, the United States of America shall at all times be under the control cf the mortgagee. Disbursements fiom such fund, whether for the purpose of effecting replscement of structural elements, and mechanical eqnip- ment of the project or for any other purpose, may be made or.ly after receiving the consent in writing of the Secretary. In the event of a default in the terms of the mortgage, pursuant to which the loan has been accelerated� the Secretary may apply or authorize the application of the balance in such fund to the amount due on the mortgage debt as accelerated. (b) Where Owners are acquiring a project already subject to an insured mortgage, the reserve fund for replace- ments to be established will be equal to the amount due to be in such fur.d under existing agreements or charter provisions at the time Owners acquire such project, and payments hereunder shall begin with the first payment due on the mortgage after acquisition, unless some other method of establishing and maintaining the fund is approved in writing by the Secretary. 3. Real property covered by the mortgage and this agreement is described in Schedule A attached hereto. (This paragraph 4 is not applicable to cases insured under Section 232). 4. (a) Owners sha?1 make dwelling accommodationandservices of the project available to occupants at charges not exceeding those established in accordance with a rental schedule approved in writing by the. Secretary. Accommodations shall not be rented for a period of less than thirty (30) days, or, unless the mortgage is in- sured under Section 231, for more than three years. Commercial facilities shall be rented for such use and 2 - . upon such terms as approved by the Secretary. Subleasing of dwelling accommodations, except for subleases of single dwelling accommodations by the tenant thereof,shall be ptohibited without prior written approval of Owners and the Secre�ary and any lease shall so provide. Upon discovery of any unapproved sublease, Owners shall immediately demand cancellation and notify the Secretary thereof. . (b) Upon prior written approval by the Secretary, Owners may charge to and receive from any tenant such amounts as from time to time may be mutually agreed upon between the tenant and the Owner for any facil- ities and/or services which may be furnished by the Owner or others to such tenant upon his request, in addition to the facilities and services included in the approved rental schedule. (c) The Secretary will at any time entertain a written request for a rent increase properly suppoded by su�. stantiating evidence and within a reasonable time shall: (i) Approve a rental schedule that is necessary to compensate for any net increase, occuring since the last approved rental schedule, in taxes (other than income taxes) and operating and maintenance cost over which Owners have no effective control, or (ii) Deny the increase stating the reasons therefor. 5. (a) If the mortgage is originally a Secretary-held purchase money mortgage,or is originally endorsed for io- surance under any Section other than Sections 231 or 232, Owners shall not in selecting tenants discriminate against any person or persons by reason of the fact that there are children in the family. �, . (b) If the mortgage is orig�nally endorsed for insurance under Section 221 or 231, Owners shall in selecting tenants give to persons or f amilies designated in the National Housing Act an absolute preference or priority of occupancy which shall be accomplished as follows: �(1) For a period of sixty (60)� days from the date of original offering, unless a shorter period of time is ap- proved in writing by the Secretary, all units shall be held for such preferred applicants, after which time any remaining unrented units may be rented to non-preferred applicant's; (2) Thereafter, and on a continuing basis, such preferred applicants shall be given preference over non-pre- ferred applicants in their placement on a waiting list to be maintained by the Owners; and (3) Through such further provisions agreed to in writing by the parties. � (c) Without the prior written approval of the Secretary not more than 25% of the number of units in s project in- insured under Section 231 shall be occupied by persons other than elderly persons as defined by the National Housing Act. . (cn All advertising or efforts to rent a project insured under Section 231 shall reflect a bona fide effort of the Clwners to obtain occupancy by elderly persons as defined by the National Housing Act 6. Owners shall not without the prior written approval of the Secretary: �a) Convey, transfer, or encumber any of the mortgaged�property, or permit the conveyance, transfer or encum- brance of such property. (b) Assign, transfer, dispose of, or encumber•any personal property of the project� including rents, or pay out any funds except from surplus cash, except for reasonable operating expenses and necessary repairs. (c) Convey, assigti, or transEer any beneficial interest in any trust holding title to the property, or the interest of any general partner iu a partnership owning the property, or any right to manage or receive the rents and pro- fits from the mortgaged property. (d) Remodel, add to, reconstruct� or demoZish any part of the mortgaged property or subtract from any real or personal property of the project. (e) Make, or receive and retain, any distribution of assets or any income of any kind of the project except surplus cash snd except on the follo��ing conditions: (1) All distributions shall be made only as of and after the end of a semiannual or annaal Eiscal period, and only as permitted by the law of the applicable jurisdiction; (2) No distribution shall be made from borrowed funds, pcior to the completion of the project or when there is any default under this Agreement or under the note or mortgage; (3) Any distribution or any funds of the project, which the party rece:ving such funds is not entitled to re- tain hereunder, shall be held in trust separate and apart from any other funds; and (4) There shall have been compliance with all outstanding notices of requirements for proper maintenance of the project. (� Engage, except for natural persons, in any other business or activity, including the operation of any other rental project, or incur any liability or obligation not in connection with the project. . � . ��9�' . - 3- (g) Require, as a condi:ion of the occupancy,or leasing of any unit in'the project any consideration or de- posit oth�r than the orepayment of the first�month's rent plus a security deposit in an amount not in excess of � one month's rent to guarantee the performance of the covenants of the lease. Any funds collected as security deposits shall be kept separate and apart from all other funds of the project in a trust account the amount of which shall at all times equal or exceed the aggregate of ali outstanding obligations under said account. (h) Permit the use of the dwelling accommodations or nursing facilities of the project for any purpose except the use which was originally intended, or permit commercial use greater than that originally approved by the Secretary. . '7. Owners shall maintain the mortgaged permises, accommodations and the grounds and equipment appurtenant ther� to, in good repair and condition. In the event all or any of the buildings covered by the mortgage shall be des- troyed or damaged by fire or other casualty, the moneyderived Erom any insurance on the property shall be ap- plied in accordance with the terms of insuced mortgage. � 8. Owners shall not file any petition in bankruptcy or for a receiver or in insolvency or for reorganization or com- position, or make any assignment for the benefit of creditors or to a trustee for creditors,or permit an adjudica- tion in bankruptcy or the taking possession of the mortgaged property or any part thereof by a receiver or the seizure and sale of the mortgaged property or any part thereof under judicial process or pursuant to any power of sale,and fail to have such adverse actions set aside within forty-five(45)days. 9. (a)•Any management contract entered into by Owners or any of them involving the project shall contain a pro- vision that, in the event of default hereunder, it shall be subject to termination without penalty upon written re- request by the Secretary. Upon such request Owners shall immediately arrange to terminate the contract within a period of not more than thirty (30) days and shall make arrangements satisfactory to the Secretary for continuing proper management of the project. (b) Payment for services, supplies, ar materials shall not exceed the amount ordinarily paid for such services, supplies, or materials in the area where the services are rendered or the supplies or materials furnished. (c) The mortgaged property, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper • audit and subject ta examination and inspection at any reasonable time by the Secretary or his duly authorized agents. Owners shall keep copies of all written coptracts or other instruments which affect the mortgaged property, all or any of which may be subject to inspection and examination by the Secretary or his duly authorized agents. (d) The books and accounts of the operations of the mortgaged property and of the project shall be kept in accordance with the requirements of the Secretary. (e) Within sixty (60)days following the end of each fiscal year the Secretary shall be furnished with a complete annual financial report based upon an examination of the hooks and records of mortgagor prepared in accordance with the reqnirements of the Secretary, certified to by an officer or responsible Owner and, when required by the Secretary, prepared and certified by a Certified Public Accountant, or other person accept- able to the Secretary. (fl At request of the Secretary, his agents, employees, or attorneys, the Owners shall furnish monthly occupancy reports and shall give specific answer to questions upon which information is desired from time to time relative to the income, assets, liabilities, contracts, operation, and condition of the property and the sta- tus of the insured mortgage. (g) All rents and other receipts of the project shall be deposited in the nar�e of the project in a bank, whose depos its are insured by the F.D.1.C.Such funds shall be withdrawn onlyin accordance with the provisions of ;his Agreement for expenses of the project or for distributions of surplus cash as permitted by paragraph 6(e)above. Any Owner receiving funds of the project other than by such distribution of surplus cash shall immediately deposit such funds in the project bank account and failing so to do in violation of this agreement shall hold such funds in trust. Any Owner receiving property of the project in violation of this Agrzement shall immedi- ately deliver such property to the project and failing so to do shall hold such property in trust. As such time as theOwnersshall have lost control and/or possession of the project, all funds held in trust shall be delivered to the mortgagee to the extent that the mortgage indebtedness has not bean satisfied. (h) 1f the mortgage is insured under Section 232: • 1. The Owners or lessees shall at all times maintain in fuli force and effect f_*om the state or other licensing authority such license as may be req�iired to operate the project as a nursing home and shall not lease all or part oE the project except on terms approved by the Secretary. 2. The Owner shali suitably equip the project for nursing home operations. 3. The Owners shall execute a Security Agreement and Financing Statement (or other form of chattel lien) upon all items of equipment, except as the Secretary may exempt, whichare eot incorporated as security for the insured mortgage. The Security Agreement and Financing Statement shall constitute a first tien upon such equipment and shall run in favor of the mortgagee as additional security for the insured mortgage. .• - 4- 4. No litigation seeking the recovery of a sum on excess of$3,000 nor any action for specific performance or other equitable relief shall be instituted nor shall any claim for a sum`in excess of $3�000 be settled or com- promised by the Owners unless prior written consent thereto has been obtained from the Secretary. Such con- sent may be subject to such terms and conditions as the Secretary may prescribe. (i) If mortgage is insured under Section 231,Ownersor lessees shall at all times maintain in full force and effect from the state or other licensing authority such license as may be required to operate the pro}ect as hou- sing for the elderly. 10. Owners will comply with the provisions of any Federal� State, or l�al law prahibiting discrimination in housing on the g�ounds of race, color, creed, or national origin, including Title VI of the Civil Rights Act of 1964 (Public Law 8$-352, 78 Stat. 241), all requirements imposed by or �ursuant to the Regulations of the Depart ment of Housing and Urban Development (24 CFR, Subtitle A, Part 1) issued pursuant to that title, and regula- tions issued pursuant to Executive Order 11063. - 11. Upon a violationofany of the above provisions of this Agreement by Owners, the Secretary may give written notice, thereof, to Owners, by registered or certified mail, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written notice thereof to the Secretary, be designated by the Owners as their legal business address. If such violation is not corrected to the satisfaction of the Secretary within thirty (30) days after the date such notice is mailed or within � such further time as the Secretary determines is necessary to correct the violation, without further notice , the Secretary may declare a default under this Agreement effective on the date of such declaration of default and upon such default the Secretary may: (a)(i) 1f the Secretary holds the note- declare the whole of said indebtedness immediately due and pay able and then proc;eed with the foreclosure of the mortgage; (ii) If said note is not held by t�e Secretary - notify the holder of the note of such default and request ,holder to declare a default under the note and mortgage;and holder after receiving such notice and request, but not otherwise, at its option, may declare the whole indebtedness due, and thereupon pra ceed with foreclosure of the mortgage, or assign the note and mortgage to the Secretary as pro- vided in the Regulations; (b) Collect all rents and charges in connection with the operation of the project and use such collections to pay the Owner's obligations under this Agreement and under the note and mortgage and the necessary ex- penses of preserving the property and operating the project; (c) Take possession of the project, bring any action necessary to enforce any rights of the Owners growing out of the project operation, and operate the project in accordance with the terms of this Agreement until such time as the Secretary in his.discretion determines that the Owners again in a position to operate the project in accordance with the terms of this Agreement and in compliance with the requirements of the ncte and mortgage; (d) Apply to any court, State or Federal, for specific performance of this Agreement, for an injunction against any violation of the Agreement, for the apgointment of a receiver to take over and operate the pcoject in accoc- dance with the terms of the Agreement, or for such other relief as may be appropriate, since the injury to the Secretary arising from a default under any of the terms of this Agreement would be irreparable and the amount of damage would be difficult to ascertain. 12. As security for the payment due undec this Agreement to the reserve fund for replacements, and to secure the Sccretary because of his liability under the endorsement of the note for insurance, and as security for the other obligations under this Agreement, the Owners respectively assign, pledge and mortgage to the Secretary their rights to the rents, profits, income and charges of whatseever sort which they may receive o� be entitled to receive from the operation of the mortgage property, subject, however, to any assignment of rents in the insured mortgage referrpd to herein. Until a default is deciared under this Agreement, however, permis- sion is granted to Owners to collect and retain under the provisions of this Agreement such rents, profit, income, and charges, but upon default this permission is terminated as to all,rents due or collected there- after. 13. As used in this Agreement the term: (a) "Mortgage" includes "Deed of Trust", "Chattel Mortgage", and any other security for the note identified herein, and endorsed foc insurance or held by the Secretary; (b) "Mortgagee" refers to the holderof the mortgage identified herein, its successors and assigns; (c) "Owners" refecs to the persons named in the first paragraph hereof and designated as "Owners. tbeir successors, heirs and assigned"; ._.^_....._-----., ,. � . �y i9� . _ 5 _ (d) "Mortgaged Property" includes all property, real, personal, or mixed, covered by the mortgage or mortgages securing the note endorsed for insurance.or held by the Secretary; (e) "Project" includes the mortgaged property and all its other assets of whatsoever nature or whatsoever situate� used in or owned by the business conducted on said mortgaged property� which business is provid- ing housing and odier activities as are incidental thereto; (� "Surplus Cash" means any cash remaining after: (1) the payment of: ' � (i) All sums due or currently required to be paid under the terms of any mortgage or note insured or held by the Secretary; _ (ii) All amounts required to be deposited in the reserve fund for replacements; (iii) All obligation of the project other than the insured mortgage unless funds for payment are set aside or deferment of payment has been approved by the Secretary; and (2) the segregation of: '�' (i) An amount equal to the aggregate of all special funds required to be maintained by the project; (ii) All tenant security deposits hzld; (g) "Distribution" means any withdrawal or taking of cash or any assets of the project, including the segrega- tion of cash or assets for subsequent withdrawal within the limitations of Paragraph 6(e)hereof,.and ex- � cluding payment for reasonable expenses incident to the operation and maintenance of the project. (h) "Default" means a default declared by the Secretary when a violation of this Agreement is not cor- rected to his satisfaction within the time allowed by this Agreement or such further time as may be allow- _ ed by the Secretary aCter written notice; (i) "Section" refers to Section of the National Housing Act, as amended. 14. This instri:ment shall bind, and the benefits shall inure to,the respective Owners, their heirs, legal represen- tatives, executors, administrators, successors, in office or interest, and assigns, and to the Secretary and his successors so long as the contract of mortgage insurance continues in effect, and during such fur- ther time as the Secretary shall be the owner, holder, oz reinsurer of the mo�tgage, or obligated to rein- sure the mortgage. 15. Owners warrant that they have not, and will not, execute any other agreement with provisions contradictory of, or in opposition to, the provisions hereof, and that, in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations set forth and supersede any other requirements in conflict therewith. 16. The invalidity of any clause, part or provision of this Agreement shall not affect the validity or the remain- ing portions thereof. 17. The following Owners: do not assume personal liability for payments due under the note and mortgage, or for the payments to the reserve for replacements, or for matters not under their control, provided that said Owners shail remain liable under this Agreement only with respect to the matters hereinafter stated; namely: (a) for funds or property of the project coming into their hands which, by the provisions hereof, they are not entitled to retain: and (b) for their own acts and deeds or acts and deeds of other which they have authorized in violation of the provisions hereof. (To be executed with formalities for recording a deed to real estate) it U.S,GOVEwirENi PRINTIN6 OFFICEs1915-650-104/168 ~ � U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ``/ ' . FEDERAL HOUSING ADMINISTRATION ��►�� REGULATORY AGREEMENT FOR INSURED MULTI-FAIHlLY HOUSING PROJECTS `\ (With Section 8 Housing Assistance Payments Contractsl � Project No.: _ HAP CONTRACT NO.: �Mortgagee Amount of Mortgage Note Date Mortgage: Recorded: State County � Date . Book _ Page Ori�nally endorsed for insurance under Section - of the National Housing Act. This Agceement entered into this day of , 19 ,between whose address is their successors, heirs, and assigns(jointfy and sevemlly, hereinafter referred to as OwnersJ and the undersigned Secretary of Housing and Urban Development and his/her successors(hereinafter referred to as SecretaryJ. ' In consideration of the endorsement for insurance by the Secretary of the above described note or in consideration of the consent of the Secretary to the transfer of the mortgaged property or the sale and conveyance of the mortgaged property by the Secretsry, and in order to comply with the requirements of the National Housing Act, as amended and the Regulations adopted by the Secretary pursuant thereto,Owners agree for themselves,their successors,heirs and assigns,that in connection with the mortgaged property and the project operated thereon and so long as the contract of mortgage insurance continues in effect,and during such fur- ther period of time as the Secretary shall be-the owner, holder or reinsurer of the mortgage,or during any time the Secretary is obli• gated to insure a mortgage on the murtgaged property: , 1. Owners, except as limited by paragraph 20 hereof,assume and agree to make promptly all payments due under the note and mortgage. 2. (a) Owners shall establish or continue to maintain a reserve fund for replacements by the allocation to such reserve fund in a separate account with the mortgagee or in a safe and responsible depository designated by the mortgagee,con- currently with the beginning of payments towards amortization of the principal of the mortgage insured or held by the Secretary of an amount equal to $ per month unless a different date or amount is ap- proved in writing by the Secretary. Such fund, whether in the form of a cash deposit or invested in obIigations of, or fully guaranteed as to principal by, the United States of America shali at times be under the control of the mort- gagee. Disbursements from such fund,whether for the purpose of effecting replacement of structural elements,and mechanical equipment of the project or for any other purpose, may be made only after receiving the consent in ' writing of the Secretary. In the event of a default in the terms of the mortgage,pursuant to which the loan has been accelerated, the Secretary may apply or authorized the application of the balance in such fund to the amount due on the mortgage debt as accelerated. � (b) Where Owners are acqui�ing a project aheady subject to an insured mortgage, the rescrve tund for repIacements tu � be established will be equal to the amount due to be in such fund under existing agreements or charter provisions '- at the time Owners acquire such project, and payments hereunder shall begin with the first payment due on the � mortgage after acquisition, uriless some other method of establishing and maining the fund is approved in writing = by the Secretary. :: '� (c) If Owners are a nonprofit entity or a limited distribution mortgagor,Owners shall establish and'maintain,in addi- tion to the reserve fund for replacements, a residual receipts fund by depositing thereto,with.the mortgagee, the residual receipts, as defined herein, with 60 days after the end of the semiannual or annual fiscal period within : which such receipts are realized. Residual receipts shal)be under the contrul of the Secretary,and shall be disbursed only on the direction of the Secretary,who shall have the power and authority to direct that the residual receipts, or any part thereof,be used for such purpose as he may determine. 3. Real property covered by the mortgage and this Agreement is described in Schedule A atiached hereto. 4. Except as provided in Paragraph 5 hereof: (a) Owners shall make dwelling accommodations and services of the project available to occupants ai charges not ex• ceeding those established in accordance with a rental schedule approved in writing by the Secretary. Accommoda- tions shall not be rented for a period of less than thirty (30) days,or,unless the mortgage is insured under Section 231, for more than three years. Commercial facilities shall be rented for such use and upon such terms as appruved by the Secretary. Subleasing of dwelling accommodations, except for subleases of single dwelling accommodations by the tenant thereof, shall be prohibited without prior written approval of Owners and the Secretary and any lease shall so provide. Upon discovery of any unapproved sublease, Owners shall immediately demand cancellation and � notify the Secretary thereof. . (b) Upon prior written approval by the Secretary, Owners may charge to and receive from any tenant such amounts as from time to time may be mutually agreed upon between the tenant and the Owners for any facilities and/or • HUD-92465(6-77) This Replaces HUD-9412,Dated April 1975. � � - r M . ; services which may be fumished by the Owners or others to such tenant upon his/her request, in addition to the facilities and services included in the approval rental schedule. (c) The Secretary will at any time entertain a written request for a rent increase properly supported by substantiating evidence and within a reasonable time shall: . (i) Approve a rental schedule that is necessary to compensate for any net increase, occurring since the last ap- proved rental schedule, in taxes(other than income taxesJ and operating and maintenance cost over which Owners have no effective control,or -- (ii) Deny the increase stating the reasons therefor. 5. (a) The criteria governing eligibility of tenants for admission to Section 8 urr:is and the conditions of continued occu= pancy shall be in accordance with the Housing Assistance Payments Contract. (b) The maximum rent for each Section 8 unit is stated in the Housing Assistance Payments Contract and adjustments in such rents shall be made in accordance with the terms of the Housing Assistance Payments Contract. (c) Nothing contained herein shall be construed to relieve the Owners of any obligations under the Housing Assistance Payments Contract. 6. (a) If the mortgage is originally a Secretary-held purchase money mortgage,or is originally endorsed for insurance under any Section other than Section 231, Owners shall not in selecting tenants discriminate against any person or persons by reason of the fact that there are children in the family. In the event the mortgage is insured under Section 231, �,� Owners will give preference or priority of opportunity to occupy its dwelling accommodations to elderly persons and handicapped persons as defined in the HUD Regulations. (b) If the mortgage is originally endorsed for insurance under Section 221,Owners shall in selecting tenants give to other- wise eligible displaced persons or families an absolute preference or priority of occupancy which shall be accomplished as follows: _ (1) For a period of sixty(60) days from the date of original offering,unless a shorter period of time is approved in writing by the Secretary,all units shall be held for such preferred applicants,after which time any unrented units may be rented to non-preferred applicants;and (2) Thereafter, and on a continuing basis, such preferred applicants shall be given preference over non-preferred applicants in their placement on a waiting list to be maintained by the Owners;and (3) Notwishstanding the provisions of paragraphs(1) and (2), for 30%of the Section 8 units,the Section 221 or Section 231 occupancy preference shall be accor�ed only to those individuals qualifying as very low income as specified in the Housing Assistance Payments Contract. (c) Without the prior written approval of the Secretary not more than 25% of the number of units in a project insured • under Section 231 shall be occupied by persons other than elderly persons. (d) All advertising or efforts to rent a project insured under Section 231 shall reflect a bona fide effort of the Owners to obtain occupancy by elderly persons. 7. Nonprofit Owners agree that no dividends of any nature whatsoever will be paid on the capital stock issued by the corpo- � ration. 8. Owners shall not without the prior written approval of the Secretary: (a) Convey, transfer,or encumber any of the mortgaged property, or permit the conveyance,transfer,or encumbrance of such property. (b) Assign, transfer, dispose of, or encumber any personal property of the project,including rents,or pay out any funds except from surplus cash,except for reasonable operating expenses and necessary repairs. (c) Convey, assign, or transfer any beneficial interest in any trust holding title to the property, or any right to manage or receive the rents and profits from the mortgaged property. (d) Remodel, add to, reconstruct, or demolish an}� part of the mortgaged property or subtract from any real or personal property ofthe project. (e) Make, or receive and retain, any distribution of assets or any income of any kind of the project except surplus cash and except on the following conditions: (1) All distributions shall be made only as of and after the end of a semiannual or annual fiscal period,and only as permitted by the law of the applicable jurisdiction;and,in the case of a limited distribution mortgagor, all distributions in any one fiscal year shall be limited to six per centum on the initial equity investment,as de- termined by the Secretary which shall be cumulative; (2) No distribution shall be made from borrowed funds, prior to the completion of the project or when there is any default under this Agreement or under the note or mortgage; _2_ HUD-92465(6•77) - a . �y—�9�' (3) Any distribution or any funds �f the project, which the party receiving such funds is not entitled to retain . hereunder,shall be held in trust separate and apart from any other funds;and (4) There shall have been compliance with all outstanding notices of requirements for proper maintenance of the project. (� En a e exce t for natural � g g , p persons, in any other business or activity, incl.�ding the operation of any other rental project,or incur any liability or obligation not in connection with the project. (g) Require, as a condition of the occupancy or leasing of any unit in the project any consideration or deposit other than ' the prepayment of the first month's rent, plus a security deposit in an amount not in excess of one month's rent (the gross jamily contribution in Section 8 unitsJ to guarantee the performance of the covenants of the lease. Any funds collected as serurity deposits shali be kept separate and apart frorn all other funds of the project in a trust � account the amount of which shall at all times equa) or exceed the aggregate of all outstanding obligations under said account. (h? Permit the use of the dwelling accommodations of the project for any purpose except the use which was original;y intended,or permit canmercial use greater than that originally approved by the Secretary. . 9. (a) Owners have executed an Agreement to enter into a Housing Assistance Payments Contract or have executed a Hous- ing Assistance Payments Contract if an insurance upon completion case. The terms of said Contract are or shall be incorporated by reference into this Regulatory Agreement. , (b) A vio!ation of the terms of the Housing Assistance Payments Contract may be construed to constitute a default hereunder in the sole discretiott of the Secretary. (c) In tlie event said Housing Assistance Payments Contract expires or terminates before the expiration or termination �'� of this Agreement, the provisions of this paragraph 9 and any other reference to said contract, to Section 8 and to Section 8 units contained herein shall be self cancelling and shall no longer be effective as of the date of the expiration or termination of the Housing Assistance Payments Contract. 10. Owners shall maintain ttie mortgaged permises, accommodations and the grounds and equipment appurtenant thereto, in good repair and coiidition. In the event all or any of the buildings covered by the mortgage shal! be destroyed or dam- aged by fire or other casualty, the money derived from any insurance on the property shall be applied in a�cordance with the terms of the insured mortgage. 11. Owners shall not �le any petition in bankruptcy or for a receiver or in insolvency or for reorganization or composition,or make any assignment for the benefit of creditors or to a trustee for creditors,or permit an adjudication in bankruptcy or the taking possession of the mortgaged property or any part thereof under judicial process or pursuant to any power of sale, and fail to have such adverse actions set aside within forty-five (45)days. 12. (a) Any management contract entered into by Owners or any of them involving the project shall contain a provision that, in the event of default hereunder, it shall be subject to termination without penalty upon written request by the Secretary. Upon such request,Owners shall immediately arrange to terminate the contract within a period of not more than thirty (30) days ard shall make arrangements satisfactory to the Secretary for continuing proper manzgement of the project. (b) Payment for services, supplies, or materials shall not exceed the amount ordinarily paid for such services, supplies or materials furnished. (c) The mortgaged property,equipment,buildings,plans,offices,apparatus,devices,books,contracts,records,documents, and other papers relating thereto shall at all times be maintained in reasonab}e condition for proper audit and subject to examination and inspection at any reasonable time by the Secretary or duly authorized agenis of the Secretary. Owners shall keep copies of all written contracts or other instruments which affect the mortgaged property,all or any of which may be subject to inspection and examination by the Secretary or duly authorized agents of the Secretary. (d) Ttie books and accounts of the operations of the rnortgaged property and of the project shall be kept in accordance , with the requirements of the Secretary. (e) W'ithin sixty (60) days following the end of each fiscal year, the Secretary shall be furnished with a complete annual financial report based upon an examination uf the books and records of mortgagor prepared in accordance with the reqvirements of the Secretary, certified to by an officer or responsible Owner and, when required by the Secretary, prepared and certified by a Certified Public Accountant,or other person acceptable to the Secretary. (� At request of the Secretary, or duly authorized agents of the Secretary, the Owners shall furnish monthly occupancy reports and shall give specific answers to questions upon which information is desired from time to time relative to the income, assets, liabilities, contract, operation, and condition of the property and the status of the insuted morrgage. (g) AIl rents and other receipts of the project shatl be deposited in the name of the �roject in a bank,whose deposits are insvred by the F.D.I.C. Such funds shall be withdrawn only in accordance with the provisions of this Agreement for expenses of the project or for distributions of surplus cash as permitted by Paragraph 8(e)above. Any Owner receiving funds of the project other than by such distribution of surplus cash shall immediately deposit such funds in the project bank account and failing so to do in violation of this Agreement shall hold such funds in trust. Any Owner receiving property of the project in violation of this Agreement shall immediately deliver such property to the project and failing so to do shall hold such property in trust. At such time as the Owners shall have lost control and/or posses- san of the project, all funds held in trust shall be delivered to the mortgagee to the extent that the mortgage indebted- ness has not been satisfied. -3- HUD-92465(6-77) (h) If mortgage is insured under Section 231,Owners or Lessee shall at all times maintain�n tuii iorce ana ecieci crQm i�C State or other licensing authority such license as may be required to operate the project as housing for the elderly. 13. Owners will co�nply with the provisions of any Federal, State, or local law prohibiting discrimination in housing on the� grounds of race, color, religion or creed, sex, or national orgin, including Title VI of the Civil Rights Act of 1964(Pu6lic Law 88-352, 78 Stat. 241 J, Title VIII of the Civil Rights Act of 1968 (Public Law 90-284,82 Stat. 73J Executive Order 11063, and all requirements imposed by or pursuant to the regulations of the Department of Nousing and Urban Develop- ment implementing these authorities(including 24 CFR Parts 1, 100,and 110,and Subpaits 1 and M of Part 200J. 14. Upon a violation of any of the above provisions of this Agreement by Owners,the Secretary may give written notice,thereof, to.Owners, by registered .or certified mail, addressed to the addresses stated in this Agreement, or such other addresses as may subsequently, upon appropriate written notice thereof to the Secretary, be desi¢nated by the Owners as their legal business address. If such violation is not corrected to the satisfaction of the Secretary within thirty(30)days after the date such notice is mailed oc within such further time as the Secretary determines is necessary to correct the violatiun, without further notice the Secretary may declare a default under this Agreement effective on the date of such declaration of default and upon such default the Secretary may: . (a) (i) If the Secretary holds the note - declare the whote of said indebtedness immediately due and payable and then proceed with the foreclosure of the mortgage; � (ii) If said note is not held by the Secretary - notify the holder of the note of such default and request holder to declare a default under the note and mortgage, and holder after receiving such notice and request,but not otherwise, at its option, may declare the whole indebtedness due, and thereupon proceed with foreclosure of the mortgage,or assign the note and mortgage to the Secretary as provided in the Regulations; (b) Collect all rents and charges in connection eit�e noteeand mo tgage and hennecessary expenses of preserving the prop� obligations under this Agreement and und `�` erty and operating the project; ' (c) Take possession of the project, bring any action necessary to enforce any rights of the Owners growing out of the project operation, and operate the project in accordance with the terms of this Agreement until such time as the Secretary in his discretion determines that the Owners are again in a position to operate the project in accordance with terms of this Agreement and in compliance with the requirements of the note and mortgage; (d) ' Apply to any court, State or-Federal, for specific performance of this Agreement, for an injunction against any viola- tion of this Agreement, for the appointment of a receiver to take over and operate the project in accordance with the terms of the Agreement, or for such other relief as may be appropriate, since the injury to the Secretary arising from a default under any of the terms of this Agreement would be irreparable and the amount of damage would be difficult to ascertain. I5. As security for the payment due under this Agreement to the reserve fund for replacement, and to secure the Secretary because of his liability under the endorsement of the note for insurance, and as security for the other obligations under this Agreement, the Owners respectively assign,pledge and mortgage to the Secretary their rights to the rents,proftts,income and charges of whatsoever sort which they may receive or be entitled to receive from the operation of the mortgaged propertp, subject, however to any assignment of rents in the insured mortgage referred to herein. Until a default is declared under this Agreement, however, permission is granted to Owners to collect and retain under the provisions of this Agreement such rents, piofit,income,and charges,but upon default this permission is terminated as to all rents due or collected thereafter: 16. As used in this Agreement the term: ., .. (a) "Mortgage" includes "Deed of Trust", "Chattel Mortgage, Security Instrument," and any other security for t e note identified herein and endorsed for insuranee or held by the Secretary: (b) "Mortgagee" refers to the holder of the mortgage identified herein,its successors and assigns; (c) "Owners" refers to the persons named in the first paragraph hereof and designated as"Owners,their successors,heirs and assigns"; (d) "Mortgaged Property" includes all property, real, personal, or mixed,covered by the mortgage or mortgages securing the note endorsed for insurance or held by the Secretary; (e) "Project" includes the mortgaged property and all its other assets of wh,ah ch business cona�cea onrsaidamortg•ged ' or owned by the business conducted on said mortgaged property, �� property,which business is providing housing and other activities as are incidental thereto; (� "Surplus Cash" (profit-motivated OwnerJ or"Residual Receipts"(nonprofit OwnerJ means an}• cash remaining at tli� end of a semiannual and annual fiscal period after: (1) the payment of: (i) All sums due or currently required to be paid under the terms of any mortgage or note insured or held by the Secretary; (ii) All amounts required to be deposited in the reserve fund for replacements; (iii) All obligations of the project other than the insured mortgage unless funds for paymcnt are set aside or deferment of payment has been approved by the Secretary;and _4 _ HUD--92465(6-77) -"°„�:�� .• • . ., d� (2) the segregation of: yy/7 � (i) An amount equal to the aggregate of all special funds required to be maintained by the praject; (ii) All tenant security deposits held: } (g) "Residual Re�eipts" (limited distribution mongagorJmeans any cash remaining at the end of a semiannual or annual fiscal period after deducting from surplus cash the amount of distributions as that term is defined below and as limited by Paragraph 8(e)hereof; � (h) � "Distribution" means any wiihdrawal or taking of cash or any assets of the project,including the segregation of cash or assets for subsequent withdrawal within the limitations of Paragraph 8 (e) hereof, and excluding payment for reasonable expenses incident tn the operation and maintenance of the project. (i) "Default" means a default declared by the Secretary when a violation of this Agreement is not corrected to the satis- faction of the Secretary within the time allowed by this Agreement or such further time as may be allowed by the Secretary after written notice; . (j) "Section 8 units" refers to units assisted under Section 8 of the United States Housing Act of 1937 pursuant to a Housing Assistance Payments Contract. (k) "Housing Assistance Payments Contract"refers to a written contract between the Owner and HUD,or the Owner and a Public Housing Agency,or the Owner and a Housing Finance Agency for the purpose of providing housing assistance � payments to the Owner on behalf of eligible families under Section 8 of the United States Housing Act of 1937. (1) "Displaced persons or families"shall means a family or families,or a person,displaced from an urban renewal area,or +' as a result of government action, or as a result of a major disaster, as determined by the President pursuant to the Disaster Relief Act of 1970. (m) "Elderly persons"means any person,married or single,who is sixty-two years of age or over. 17. This instrument shall bind,and the benefits shall insure to,the respective Owners,their heirs,legal representati+� .xecutors, aciministrators, sucessors in office or interest, and assigns, and to the Secretary and successors of the Secretary so long as the contract of mortgage insurance continues in effect, and during such further time as the Secretary shall be the owner,holder or reinsurer of the mortgage,or obligated to reinsure the mortgage. � 18. Owners warrant that they have not, and will not, execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that, in any event, the requirements of this Agrcement are paramount and controlling as to the rights and obligations set forth and supersede any other requirements in conflict therewith. 19. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions there- of. 20. The following Owners: do not assume personal liability for payments due under the note and mortgage, or for the payments to the reserve for re- placements, or for matters not under their control, provided that said Owners shall remain liable under this Agceement only with respect to the matters hereinafter stated namely: (a) for funds or property of the project coming into their hands which,by the provisions hereof,they are not entitled to retain: and (b) for their own acts and deeds or acts and deeds of others which they have authorized in violation of the provisior.s hereof. IN WITNESS WHEREOF,the parties hereto have set their hands and seals on the date first hereinabove written. (Owntrs) Seal � � 1WI'!'NESS By SECRETARY OF HOUSING AND URBAN DEVELOPMEM ' acting by and through the FEDERAL HOUSING COMMISSIONER $y (Authorized AgentJ /A�d properacknowledgarrentsJ HUD-9246516-77) _5_ aPO �z�-ass � U.S.GOV6RNMEf�TPRtNTING OFFIGE: 1878--65C-�1��764 . . ,:��,;-:y!; , ��f-r 9�l PLAN FOR TAX EXEMPTION � FOR SIBLEY APARTPIENTS REDEVELOPr�ENT COMPANY LIMITED PARTNERSHIP Pursuant to P4innesota Statutes Section 462 .651, the City of Saint Paul hereby declares the Property described below to be exempt fron all real and personal property taxes �� to the extent set forth below. ' 1. The "Property" refers to an air parcel described in Exhibit A, including all inproveMents, fixtures and property which May hereafter be constructed or located therein. It is the intention that the Property shall enconpass the entirety of a resi- � dential rental Project to �be built with 178 rental units and to be owned by Sibley Apartr�ents Redevelopr�ent CoMpany Lir�ited Partnership (the "Redeveloprnent Conpany" ) , together with all parking spaces in Galtier Plaza held or used in � connection with the developnent or operation of the Project. The "Property" shall not include any space devoted exclusively to office or retail rental �urposes. It is acknowledged that devia- tions during construction and settling r�ay cause the actual Property not to correspond to the � - . _ Property described in Exhibit A; a modified and ' updated description shall be agreed upon between the City and the owner of the Project upon cor�ple- tion of construction of the Project. � 2. The Property shall be exeMpt fron all real and personal property taxes levied in the 25 calendar years connencing with 1985 to the extent such taxes would be attributable to use of an assessed valuation of the Property in excess of the Initial Assesse3 Value. Taxes shall be considered "levied" . in the earlier of (i) the year they becoMe a lien . _ on property or ( ii) the year they are due. - _ _ - ;�. 3. The tax exer�ption provided for under Paragraph 2 . '- above shall be terMinated and shall not be effec- tive for taxes levied in the year in which either of the following events occur, or for any year thereafter: . � y�-iqY A. The Project is acquired by a person other than a qualified redevelopMent conpany, or a r�ortgagee (pursuant to Mortgage foreclosure � or deed-in-lieu_. of foreclosure) as set forth in �linnesota Statutes Section 462 .691; B. The exeMption is voluntarily terr�inated by the Redevelopnent Cor►pany in the r�anner pro- vided by law; C. Dissolution without transfer to another Rede- velopnent Cor�pany approved by the City. ,; � 4. The fact that the tax exer�ption May terMinate under Paragraph 3 (A) above upon conveyance of the Project shall not imply that any restriction is iMposed on the right of the Redevelopr�ent Cor�pany to grant a r�ortgage on the Project or on the right of any Mortgagee to foreclose a Mortqage on the ' Project, or on the right of the Redevelopr�ent Cor�pany to execute a deed-in-lieu of foreclosure or to otherwise sell or convey the Project or any . interest therein, and consent is hereby given to any such nortgage, foreclosure, sale or convey- ance. �. -2- _-:�-�� 8y-�4� EXHIBIT A SIBLEY . The following described real property � in Ramsey County, Minnesota: RDGISTERF,D PROPERTY Ct1ZTIFICATE OF TITLE NO. 301705 PARCF.L 1 . The Southwesterly 60.50 of the Northeasterly 128.97 feet of the Southeasterly 4.00 reet o��Lot 5; � PARCEL 2 The Southeasterly 38.00 feet of I,ot 6 except the Southwesterly 14..00 feet thereof; PARCEL 3 - The Southwesterly 60.50 feet of the Northeasterly 128.97 feet of Lot 6 lying North- westerly of the Southeasterly 38.00 feet thereof; . aBS7'RACT PROP�I'Y PARCE.L 4 The Northeasterly 8.22 feet of the Southwesterly 14.00 feet of the S�utheasterly 38.00 feet of Lot 6; All of wnich lie above elevation 56.25 feet and below elevation 81.08 feet in Block 9, �rhitney and S7nith�s Acldition to St. Paul. ' REGIST�tF.0 PROFERTY _ PA.R�:L 1 • The �lortheasterly 128.97 feet of Lot 6; � �- PARG�L 2 � The Southwesterly 74.75 feet of the Northeasterly 128.97 feet of the Southeasterly 4.00 feet Lot 5; PARC�L 3 Z�he Northeasterly 54.22 feet of the Southeasterly 5.00 feet of Lot 5; _= : e33STRACT PROPFR`I'Y - PF�RCEL 4 . � „_�l The Northwesterly 18.00 feet of the Southeasterly 23.00 feet of the Northeasterly �� 4.22 feet of Lot 5; . -� � All of which lie above elevation 81.08 feet and belaw,.elevation 96.28 feet in Block 9, wnitney and gnith's Addition to St. Paul. I�KE & LAND SURVEYII3C, INC. . PA�G.E 1 . � . . g� -i�id� . � . RDGISTF,�2E',D PROPERTY PARC�L, 1 The �tortheasterly 128.97 feet of lot 6; PARCEL 2 � The,.Southwesterly 44.75 feet of the Northeasterly 128.97 feet of the Southeasterly 4.00 feet Lot 5; PARCEL 3 � The Northeasterly 84.22 feet of the Southeasterly 5.00 feet of Lot 5; � ABSTRACT PROPII�I'Y PARCEI, 4 . The Northeasterly 84.22 feet of Lot 5 except the Southeasterly 5.00 feet thereof; PARC'EL 5 The Southeasterly 3.00 feet of the Northeasterly 84.22 feet of lot 4; All of which lie above elevation 96.28 feet and below elevation 110.37 feet in Block 9, Whitney and Smith's Addition to St. Paul. REGIS'T'�:.RF.D PROPERTY PARCEL 1 . Lot 6 except the Southwesterly 14,00 feet thereof; PARCEL 2 � � The Southeasterly 4.00 feet of Lot 5 except the Southw�esterly 14.00 feet thereof and also Pxcept the Northeasterly 85.72 feet thereot; � . PARC�L 3 . The Northeasterly 85.72 feet of the Southeasterly 5.00 feet of Lot 5; . ABSTRACr PROPFR'I'Y = = PARCEL 4 - -- . The Northwesterly 26.00 feet of the Southeasterly 31.00 feet of .the Northeasterly ��' 85.72 feet of Lot 5; � - PARC�L 5 The Northeasterly 9.78 feet ot the Southw�esterly 14.00 �feet of the Southeasterly 4.00 feet of L,ot 5; IAKE & LAND SURVEYING, INC. � PAGE 2 . . � . �y�q� PARC.EL 6 The Northeasterly 9.78 feet of the Southwesterly 14.00 feet Lot 6; All of which lie above elevation 110.37 feet and belaw elevation 151.54 feet in Block 9, Whitney and Smith's Addition to St. Paul. RDGISTERF.D PROPERTY :�, � . PARC.�.L 1 � Lot 6 Pxcept the Southwesterly 14.00 feet thereof and also except the Northeasterly 12.22 feet thereot; ' PARC�:L 2 The Southeasterly 4.00 feet of I,ot 5 except the Southwesterly 14.00 feet thereof and also except the �ortheasterly 85.72 feet thereof; - � PARCEL 3 The Southwesterly 73.50 feet of the Northeasterly 85.72 feet of the Southeasterly 5.00 feet of Lot 5; ABSTRACT PROPEFri'Y PARCEL 4 The Southwesterly 73.50 feet of the �Iortheasterly 85.72 feet of the Northwesterly 26.00 feet of the Southeasterly 31.00 feet of Lot S; � PARCEL 5 � The Northeasterly 9.78 feet of the Southwesterly 14.00 feet of the Southeasterly 4.00 feet of Lot 5; � . ._ � � � PARCEL 6 . The Northeasterly 9.78 feet of the Southwesterly 14.00 feet Lot 6; All ot which lie above elevation 151.54 feet and belaw elevation 161.87 feet in Block 9, . Gvhitney and S�nith's Addition to St. Paul. • . REGIST�2ED PROPERTY - .. .- PARC�L 1 I�t 6 except the Southw�sterly 14.00 feet thereof and also except the Northeasterly -�` 24.22 feet thereof; � PARC�L 2 . ...' The Southeasterly 5.00 feet of Lot 5 except the South�aesterly 14:00 feet thereof and also except the Northeasterly 24.22 feet thereof: • IAKE & I�BID S(JRVEYING, Il�C. . PAGE 3 , p�1-i 9S� �. . PLAN FOR TAX EXEMP'�'ION FOR JACKSOr1 APARTMENTS � REDEVELOPP�IENm COMPANY LIMITED PARTNERSHIP _ � . ��-/9�' _ ��,�9J/ � P�� 3 - � PA The Northwesterl 4E 14'07 feet of,Lot g i 15•00 feet of ��'�' PROPF.RTy ying SouthWest�Y of u��t�lY 113.00 P p��'3 n°rtheast�-lY 1 pp teet e Northasst�l � The Southeasterl � ��eof; Y Y 2.94 f�t Lot 5 of I,�t 4 f�t thereof cept �e South erl � ,�ePt the IVortheasterl . east y 5.� o P�� 4 � feet and als except t Y 46.22 feet thereof, Southeasterl he tvortheasterl ' Y 5.00 f Y 46.22 P�T� South eet of the Southwester1Y 1 Westerly 14.00 4•00 feet of Lot 5- P��y 6 f�t ot , Lot 6: � , P The North�sterlY 3.28 f� 1�� NorthW t of the SoutheaS�lY 98.0 rtheasterly 3 28 f�9.50 feet of f�t °f Lot 7. p�� 8 t thereof� �e Southeasterl � • 98.00 fe�trtheasterlY 4 y 98.00 feet of �t 7 exce t P�y 9 of �t �� •10 feet of the I�rthw,est p the 00 e SOUthwest�l . : �lY 9.50 feet of the South - .� _ _ 113. F�t o� �t 7 Y 2 5.9 0 feet o e a s t�ly P�� 10 ' Nor��St�l _ the Y 15.00 feet o f �e � T'he Northwest�.ly 15.00 utheasterl P`�� 11 � y f�t �f �e Southeasterl 98.00 f�uthwesterlY 30. Y 113.00 feet ��r of �t 8 00 feet o f °f Lot g. . . P�� 12 • �cept �e �uth s�i �lY 34.22 : �heast 10.00� of�t�lY 15•00 � Y 68.00 feet ��f t of the Southeast�,l :. � Lot 9� Y _ - All or which li h _' �;_; whi �t �£ �e Sout easterlY 113 �_'�� ey �d Srtith��0�i�tion 87 g •00 feet of the �r�s� . I61. lY tO St• Pau1. �t �d �lc�w elevation 1 �� & �D . ��-54 feet in BZ�k StJRVEyI� 9, P1� 4.� • IIVC. . . -I�r- �y ��-�g� EXHIBIT 1� JACKSON The followinq described real in Ramsey County, Minnesota: pert pro y - �GISTERFp pROPER�j•y �T�i�T� pF Tl.rr,� ��p. 301705 DIl or+.�. _ , . p'� �9�' A. The Project is acquired by a person other than a qualified redevelopnent cor�pany, or a t�ortgagee (pursuant to nortgage foreclosure or deed-in-lieu of foreclosure) as set forth in Minnesota Statutes Section 462 .691; B. The exeMption is voluntarily terMinated by the Redevelopnent Cor�pany in the manner pro- vided by law; C. Dissolution without transfer to another Rede- ,, velopnent CoMpany approved by �the City. 4. The fact that the tax exenption nay terr�inate under Paragraph 3 (A) above upon conveyance of the Project shall not iMply that any restriction is imposed on the right of the Redevelopnent Company - to grant a r�ortgage on the Project or on the right , of any r�or-tgagee to forec�ose a nortgage on the Project, or on the riqht of the Redevelopnent Cor�pany to execute a deed-in-lieu of foreclosure or to otherwise sell or convey the Project or any interest therein, and consent is hereby given to any such Mortgage, foreclosure, sale or convey- ance. � -2- � g�� RDGISTERF�D PROPER'I'Y PARC�:L 1 That part of Lot 10 lying Southwesterly of the Northeasterly 10 feet thereof and Nort.hwesterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 1U1.50 feet of Lot 6, Block 13, Tc�m of St. Paul and Southeasterly of the ex- tension across said Lot l0 of the Northwesterly line of the Southeasterly 96.89 feet of said Lot 6 in Block 13; t]A7�1 l�l"�� PARCEL 2 The Northeasterly 0.71 feet�.of the Southwesterly 2.00 feet of the Northwesterly 47.93 feet of Lot 11; _ • • - � PARC�L 3 The Southeasterly 51.92 reet of the Northwesterly 99.85 of the Southwesterly 2.00 feet of Lot 11; PARC�:L 4 That part of the Northeasterly 10 feet of Lot 10 lying Southeasterly of the extension across said Lot 10 of the t�orthwesterly line of the Southeasterly 96.89 feet ot Lot 6, Block 13, Tawn oi St. Paul and Northwesterly of the extension across said Lot 10 of the Northwesterly line of the Southeasterly 44.89 feet of said Lot 6 in Block 13; PARCEL 5 , That part oi Lot 10 lying Southwesterly of the Northeasterly 10 feet thereof and Southeasterly of the extension across said Lot 10 of the Southeasterly line of the North- wesLerly 101.50 feet of .Lot 6, Block 13, Tawn of St. Paul and Northwesterly of the ex- tension across said Lot lU of the Northwesterly line of the Southeasterly 44.89 feet of said Lot 6 in Block 13; All of which lie above elevation 64.58 feet and below elevation 81.08 feet in Block 9, whitney and Smith's Addition to St. Paul. R�7GIS'I'ERF.D PROPER`i'Y _ PARC�L 1 . That p�art of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of Lot 7, �- Block 13, Tawn af St. Paul, lying Northeasterly of the Southw�esterly 40.00 feet of said . Lot 7, and that part of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of __ _ Lot 6 in said Block 13, lying Southwesterly of the Southwesterly line of Lot 10, Block 9, whitney and Smith's Addition to St. Paul, and those parts of said Lots 6 and 7 lying Southeasterly, Easterly and Northeasterly of a line described as follaws; beginning at the intersection of the Southwesterly line of said Lot 10 and the Northw�esterly line of the Southeasterly 96.89 feet of said Lot 6; L�1KE & LAND SURVEYING� INC. . PAGE 2 . . . � �r�-�y� ; thence Southwesterly, along said Northwesterly line, to the intersection with the North- easterly line of the Southwesterly 2.67 feet of said Lot 6; thence Southeasterly, along said Northeasterly line, to the intersection with the Northwesterly line of the South- easterly 87.22 reet of said Lots 6 and 7; thence Southwesterly, along said Northwesterly line, to the intersection with the Southwesterly line of the Northeasterly 5.75 feet of said Lot 7; thence Southerly to a point on the Northeasterly line of the Southwesterly 57.33 feet of said Lot 7 that is 81.14 feet Northwesterly of the Southeasterly line of said Lot 7; thence Southeasterly, along said Northeasterly line, to the intersection with the Northwesterly line of the Southeasterly 72.47 feet of said Lot 7; thence South- westerly, along said Northwesterly line, to the intersection with the Northeasterly line of the Southwesterly 48.00 feet of said Lot 7; thence Southeasterly,� along said North- easterly line, to the Northwesterly line of the Southeasterly 66.89 feet of said Lot 7; thence Southwesterly, along said Northwesterly line, to the intersection with the North- easterly line of the Southwesterly 40.00 feet of said Lot 7 and there terminating, except those parts 'of said Lots 6 and 7 described as beginning at a point on the Southeasterly line of said Northwesterly 101.5 feet of Lot 7 distant 66.4 feet Northeasterly fran the Southwesterly line of said Lot 7; thence Northeasterly along said Southeasterly line of the Northwesterly 101.5 feet of Lots 7 and 6 a distance of 21.92 feet; thence Northwest- erly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning. PARCEL 2 The Northwesterly 4.50 feet of the Southeasterly 66.89 feet of.the Northeasterly 5.00 feet of the Southwesterly 40.00 feet of Lot 7; A�STRACT PROPII2TY PARCEL 3 � . That part of Lot 6 lying Southeasterly of the I3orthwesterly 101.5 feet thereof and Northeasterly of the Southwesterly 9.00 feet thereof and Northwesterly of the Southeast- erly 44.89 feet thereoi and Southwesterly of the Southwesterly line ot I�t 10, Block 9, Whitney and Smith's Addition to St. Paul; PARCEL 4 That part of the Southwesterly 9.00 feet of L�t 6 lying Southeasterly of the North- westerly 101.5 feet thereof and Northwesterly of the Southeasterly 36.89 feet thereof; PARC:EL 5 - 'Ifiat part of Lot 7 lying Southeasterly of the Northwesterly 101.5 feet thereof and - Northeasterly of the Southwesterly 48.00 feet thereof and Northwest.erly of the South- � - �;, easterly 36.89 feet thereof; PAF2CEL 6 � That part of the Northeasterly 8.00 feet of the Southw�esterly 48.00 feet of Lot 7 lying Southeasterly of the Northwesterly 101.5 feet thereof and Northhaesterly of the Southeasterly 48.89 reet thereof; I�KE & LAND StJRVEYING, INC. , PAGE 3 . ��- �9 Y PARCEL 7 � Those parts of Lots 6 and 7 described as beginning at a point on the Southeasterly line of the Northwesterly 101.5 feet of said Lot 7 distant 66.4 feet Northeasterly fran the Southwesterly line of said Lot 7; thence Northeasterly along the Southeasterly line ot said Lots 7 and 6 a distant of 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning; All of tahich lie above elevation 64.58 feet and belaa elevation 81.08 feet in Block 13, Town of St. Paul. REGISZ'ERm PROPERTY PARCEL 1 � The Southwesterly 7.75 feet Qi Southeasterly 1.80 feet of Tract W; PARC:.E:L 2 ' The Southwesterly 7.75 feet of Tract V; PARCEL 3 The Southwesterly 7.75 feet of Tract T; PARCEL 4 - `rhe Northwesterly 3.85 feet of the Southwesterly 7.75 feet of Tract S; All or which lie above elevation 81.08 feet and belaw elevation 96.28 feet in Registered Land SurveX No. 373. RDGISTERED PROPERTY PARC�L 1 � That gart of Lot 10 lying Southwesterly of the Northeasterly 15.25 feet thereof and Northwesterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 101.50 feet of Lot 6, Block 13, Tcx�m of St. Paul and Southeasterly of the ex- tension across said Lot 10 of the Northwesterly line of the Southeasterly 99.39 feet of said Lot 6 in, Block 13; PARC�'I. 2 _ The Southwesterly 5.25 feet of the Northeasterly 15.25 feet of Lot 10 lying between = the extensions across said Lot 10 of the Northwesterly and Southeasterly lines of the � �'`s tiorthwesterly 48.50 feet of the Southeasterly 99.39 feet of Lot 6, Block 13, Tc�wn of St. Paul. • I,�,ICE & LAND SiJRVEYING, INC. • PAGE 4 . . . ��!�98' . , ABSTRACT PROPERTY PARCEL 1 -- The Northeasterly 10.00 feet of Lot 10 lying between the extensions across said Lot 10 of the Northwesterly and Southeasterly lines of the Northwesterly 48.50 feet of the Southeasterly 99.39 f eet of Lot 6, Bloc}c 13, Tc�wn of St. Paul. PARCEL'l � That part of Lot 10 lying Southwesterly of the Northeasterly 15.25 feet thereof and Southeasterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 1U1.50 feet of Lot 6, Block 13, Tawn of St. Paul and Northwesterly of the ex- tension across said Lot 10 of the Northwesterly line af the Southeasterly 43.39 feet of said Lot 6 in Block 13; PARCEL, 3 � The Southeasterly 48.42 feet of the Northwesterly 93.85 feet of the Southwesterly 2.00 feet of Lot 11; All ot which lie above elevation 81.08 feet and belaw elevation 96.28 feet in Block 9, Whitney and �nith's P,ddition to St. Paul. �czs�r� PROP�� - Pr�RCE;L 1 That part of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of IAt 7, - Block 13, 'rown of St. Paul, lying Northeasterly of the Southwesterly 46.67 feet of said Lot 7, and that part of the Southeaster1y� 51.5 feet of the Northwesterly 101.5 feet of Lot 6 in said Block 13, lying Southwesterly of the Southwesterly line of Lot 10, Block 9, 4rhitney and Smith's Addition to St. Paul, and those p�arts of said Lots 6 and 7 lying Southeasterly, Easterly and Northeasterly of a line described as follaws; beginning at the intersection of the Southwesterly line of said Lot 10 and the Northwesterly line of the Southeasterly 99.39 feet of said Lot 6; thence Southwesterly, along said Northwester- ly line, to the intersection with the Northeasterly line of the Southwesterly 2.67 feet of said Lot 6; thence Southeasterly, along said Northeasterly line, to the intersection with the Northwesterly line of the Southeasterly 87.22 feet of said Lots 6 and 7; thence Southwesterly, along said Northwesterly line, to the intersection with the Southwesterly line or the Northeasterly 5.75 feet of said Lot 7; thence Southerly to a point on the ;lortheasterly line of the Southwesterly 57.33 feet of said Lot 7 that is 81.14 feet : Northwesterly of the Southeasterly line of said Lot 7; thence Southeasterly, along said Northeasterly line, to the intersecti� with the Northw�esterly line of the Southeasterly i-' 72.47 feet of said Lot 7; thence Southw�esterly, along said Northwesterly line, to the in- tersection with the Northeasterly line of the Southwesterly 46.67 feet of said Lot 7 and there te.rminating, I,AICE & I�AID SURVEYII3G, I2JC. . PAGE 5 , . � � py-�9 � except those garts of said Lots 6 and 7 described as beginning at a point on the South- easterly line of said Northw�esterly 101.5 feet of Lot 7 distant 66.4 feet Northeasterly fran the Southwesterly line of said Lot 7; thence Northeasterly along said Southeasterly line of the Northwesterly 101.5 feet of Lots 7 and 6 a distance of 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning. ABSTRA�CT PROPERTY PARCEL 2 That part of Lot 6 lying Southeasterly of the Northwesterly 101.50 feet thereof and Northwesterly of the Southeasterly 43.39 feet thereof and Southwesterly of the South- westerly line of Lot 10, Block 9; Whitney and Smith's Addition to St. Paul; PARCEL 3 That part of I,ot 7 lying Southeasterly of the Northwesterly 101.5 feet thereof and Northeasterly of the Southwesterly 46.67 feet thereof and Northwesterly of the Southeast- erly 43.39 feet thereof; PARCEL 4 Those parts of Lots 6 and 7 described as beginning at a point on the Southeasterly line of the Northwesterly 101.5 feet ot said Lot 7 distant 66.4 feet Northeasterly fran rhe Southwesterly line of said Lot 7; thence Northeasterly along the Southeasterly line oi the Northwesterly 101.5 feet of said Lots 7 and 6 a distance of 21.92 feet; thence � I�orthwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning;. All of which lie above elevation 81.08 feet and belaw elevation 96.28 feet in Block 13, Taan of St. Paul. � RDGISTERED PROPERTY PARCF.L 1 The Northeasterly 20.33 feet of the Southwesterly 23.00 feet of the Northwesterly 11.00 feet of the Southeasterly 98.22 feet of Lot 6; PARCEL 2 . - The Southwesterly 9.67 feet of the Northwesterly 6.91 feet of the Southeasterly 87.22 f eet of Lot 6; _�_�� IAKE & LAND S(JRVE.YING, INC. ' PAGE 6 . . � ��-�7� \ PARCEL 5 The Southwesterly 4.75 feet of Tract O; PARC.EZ 6 The Southwesterly 4.75 feet of the Southeasterly 10.15 feet of Tract K; PARC'RT, '7 � ��I Y/ p��' 3 Northeasterly of Southwesterly 46.67 feet thereof and South- That part of Lot 7 lying innin at the easterly, Southerly and Northeasterly of a line described as follaws; beg� g intersection of the Northeasterly line of said Lot 7 and the Noio��al�rl�esterly Southeasterly 87.22 feet of said Lot 7; thence Southwesterly, g line, to the intersection with the Southwes�el��h�sterly lline o�f thels°ut7Ynaesterlyf said I�o� 7; thence Southerly to a point o 57.33 feet of said Lot 7 that is 81.14 f�idNo��s��ly li ee outhe intrersection f said Lot 7; thence Southeasterly, along with the Northwesterly line of the Southeast�eYintersection�with1theNortheasterl�line westerly, along said Northwesterly line, Southwesterly and of the Southwesterly 46.67 teet and there terminainngnanat the intersection of the North- Northwesterly of a line described as follaws; be�1� 9 . easterly line of said Lot 7 and the t3orthwester�r�hn��lyelinetof tihe Southwesterly °f said Lot 7; thence Southerly to a point on the 64.58 feet of said Lot 7 that is 76.89 f�at`�O�rth�st�erly li ee outhe intersection�with said Lot 7; thence Southeasterly, along sa the Northwesterly line of the Southeas�h lint�section Withthe Northeastexlysline oft he � ly, along said Northwesterly line, to alon said Northeasterly Southwesterly 57.33 feet of said Lot 7; thence Southeasterly, g line, to the Northwesterly line of �i �ine�to the intersectionfwith thetNortheaster1Y F Southwesterly, along said Northweste y line ot the Southwesterly 46.67 reet ot said Lot � and there terminating. f �1 1 ot which lie above elevation 96.28 feet and belaw elevation 116.28 feet in Block 13, Town ot St. Paul. ' REGISTERF.D PROPE�I'Y pARC�L 1 The Southwesterly 19.00 feet of the Northeasterly 95.25 feet oi the Southeaster y 3.32 teet of Tract J; PARCEL 2 _ 'I'r3Ct Q; � . PARCEL 3 .- ��:. TRACT R; -- , pAFtCEL 4 The Southwesterly 4.75 feet of Tract P; LAKE & LAND SURVE.°IING, II�jC. PAGE 7 � � � . ��-�9d PARCQ. 9 The Northeasterly 10.00 feet of Lot 9 lying Northwesterly of the Southeasterly 128.35 thereof; PAR(�:L 10 That part of Lot 9 lying Southwesterly of the Northeasterly 10.00 feet thereof and Northwesterly of the Southeasterly 132.15 feet thereof; � • PARCEL 11 The Southeasterly 40.02 teet of the Southwesterly 2.00 feet of Lot 11; PARCEL, 12 That part of Lot 10 lying Southeasterly of the extension across said Lot 10 of the Northwesterly line of the Southeasterly 36.89 feet of Lot 6, Block 13, Tawn of St. Paul; All of which lie above elevation 106.28 feet and belaw elevation 116.28 feet in Block 9, cvhitney and gnith's Addition to St. Paul. RE�ZSTERF.D PROPERTY PARCEL 1 The Northwesterly 3.80 feet of the Southeasterly 132.15 feet of Lot 9 lying South- westerly of the Southwesterly line ot IAt 9, Block 9, Whitney and S�nith's Addition to St. Paul; ABS 'TRACT PROPERTY . PARCEL 2 That part of Lot 9 lying Northwesterly of the Southeasterly 132.15 feet thereof; PARC�L 3 That part ot Lot 8 lying Northwesterly of the Southeasterly 128.35 feet thereof and Northeasterly of the Southwesterly 8.00 feet thereof; PARCEL 4 That part of the Southeasterly 6.89 feet of Lot 7 lying Northeasterly of the South- westerly 8.00 feet thereof; js PARCEL S ��. The Northwesterly 30.00 feet of the Southeasterly 36.89 feet of Lot 7 lying Ivorth- � easter1Y af the Southwesterly 48.00 feet thereof; � IAKE & LAND SiJRVE,'YII3G, Il3C. � PAGE 9 ��/- i9�' PARC.EL 6 The Southeasterly 36.89 feet of Lot 6 lying Southwesterly of the Southwesterly line of Lot 10, Block 9, w�itney and �mith's Addition to St. Paul; All of which lie above elevation 106.28 feet and belaw elevation 116.28 feet in the Tvwn of St. Paul. ,; • RDGZS'I'ERF.0 PROPER'I'Y PARC.EL 1 The Southwesterly 19.00 teet of the Northeasterly 95.25 feet of the Southeasterly 3.32 reet of Tract J; _ PARCEL 2 � _ . . . . Tract Q; PARCEL 3 Tract R; PARCE.L 4 The Southwesterly 4.75 feet of Tract P; , Pr1Rc:E.L 5 The Southwesterly 4.75 teet of Tract 0; _ PARC.F,L 6 • The Southwesterly 4.75 feet of Tract K; PARCEL 7 - ZSract S; PARCEL 8 Tract T; PARCF,L 9 Tract V; � � PARCEL 10 _ TraCt W; �,�+ PARCFL 11 � Tract R; LAKE & LAND SURVEYING, INC. PAGE 10 . � ��!-�9� PARC�L 12 That part of Tract B lying Southwesterly of a line drawn 15.75 feet Northeasterly of and parallel with the Southwesterly line of said Tract; All which lie above elevation 116.28 feet and below elevation 124.95 feet in Registered Land Survey ivo. 373. , ,, REGISTERF:D PROPERTY PARCEL 1 The Northwesterly 3.80 feet of the Southeasterly 132.15 feet of .Lot 9 lying South- westerly ot the Northeasterly 10.00 feet thereof; PARCF:L 2 ' . . That part of Lot lU lying Southwesterly of the Northeasterly 10.00 feet thereof and between the extensions across said Lot 10 of the Northwesterly and Southeasterly lines of the Southeasterly 51.0 feet of the Northwesterly 101.50 feet of Lot 6, Block 13, Tc�m of St. Paul. ABSTRACT PROPERTY PARCEL 3 The Southeasterly 5.32 feet of the Northeasterly 76.25 feet of Lot 3; PARCEL 4 The Southwesterly 19.00 teet of the Northeasterly 95.25 feet of the Southeasterly 1/2 ot Lot 3; PARCEL 5 . The Southeasterly 13.32 feet of Lot 3 lying Southwesterly of the Northeasterly 95.25 �eet thereof; PARCEL 6 The Northwesterly 31.68 feet of Lot 4; PARCEL 7 The Northwesterly 34.15 feet of I,ot 7; - PARCEL 8 ��. The Northeasterly 4.22 feet of the Northwesterly 34.18 feet of Lot 8; - PARC�L 9 �e Northwesterly 19.15 feet of Lot 8 lying Southwesterly of the Northeasterly 4.22 feet thereof; IAKE & LAND StJRVEYING. Il3C. PAGE 11 d''�/9I� PARC.EL 10 The Northeasterly 10.00 feet of Lot 9 lying Northwesterly of the Southeasterly 128.35 thereof; PARCEI, 11 That part of Lot 9 lying Southwesterly of the Northeaster1y, 10.00 feet thereof and yorthwesterly of the Southeasterly 132.15 feet thereof; PARCEL 12 That part of Lot 10 lying Southwesterly of the Northeasterly 10 feet thereof and Northwesterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 50 feet of Lot 6, Block 13, Town of St. Paul; PARCEL 13 - . . . . That part of Lot 10 lying Southwesterly of the Northeasterly 10 feet thereof and Southeasterly ot the extension across said Lot 10 of the Southeasterly line of the North- westerly 101.5 feet of Lot 6, Block 13, Town of St. Paul; PARCEL 14 The Northeasterly 10.00 feet of Lot 10 and the Southwesterly 2.00 feet of :,ot 11; all of which lie above elevation 116.28 feet and belaw elevation 124.95 feet in Block 9, �tihitney and Slmith's Addition to St. Paul. RFGISTERED PROPF.FtTY PARCF:L 1 The Northwesterly 3.80 feet of the Southeasterly 132.15 feet of Lot 9 lying Southwesterly of the Southwesterly line of Lot 9, Block 9, Whitney and Smith's Addition to St. Paul; PARCEL 2 That part of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of Lot 7, Block 13, Tawn of St. Paul, lying Northeasterly of the Southwesterly 8 feet of said Lot 7, and that part of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of Lot 6 in said Block 13, lying Southwesterly of the Southwesterly line of Lot 10, Block 9, -. irhitney and 9nith's Addition to St. Paul, except those parts of said Lots 6 and 7 des- = _ cribed as beginning at a point on the Southeasterly line of said Northwesterly 101.5 feet ^'� of Lot 7 distant 66.4 feet t3ortheasterly fran the Southw�esterly line of said Lot 7; ' �ence Northeasterly along said Southeasterly line of the Northwesterly 101.5 feet of . L�ts 7 and 6 a distance of 21.92 feet; thence Northw�esterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning and also Pxcepting; I�KE & LAND SURVEYING, II�IC. PAGE 12 . . . � �y.�9I� The Northwesterly 8.67 feet of the Southeasterly 81.14 feet of the Northeasterly 10.66 feet of the Southwesterly 57.33 feet of said Lot 7; and The Northwesterly 11.00 feet of the Southeasterly 98.22 feet of the Northeasterly 5.75 feet of said Lot 7; and The Northwesterly 11.00 feet of the Southeasterly 98.22 feet of the Southvaesterly 2.67 feet of said Lot 6; ;,,. � ABSZ'RACT PROPERTY PARCEL 3 That part or Lot 9 lying Northwesterly of the Southeasterly 132.15 feet thereof; PARCEL 4 That part of Lot 8 lying Northwesterly of the Southeasterly 128.35 feet thereof and Northeasterly of the Southwesterly 8.00 feet thereof; � PARt�L 5 That part of the Northwesterly 50 feet of Lot 6 lying Southwesterly of the Southwest- erly line ot Lot 10, Block 9, Whitney and gnith's Addition to St. Paul; PARCEL 6 'I�hat p3rt of Lot 6 lying Southeasterly of the Northwesterly 101.5 feet thereof and Southwesterly of the Southwesterly line of Lot 10, Blocic 9, Whitney and S7nith's Addition to St. Paul; _ PARCE,;, 7 - That part of the Northwesterly 50 feet of Lot 7 lying Northeasterly of the Southwest- erly 8 feet thereof; PARCEL 8 That part of Lot 7 lying Southeasterly of the Northwesterly 101.5 feet thereof and Northeasterly of the Southwesterly 8 feet thereof; PARC�L 9 Those parts of Lots 6 and 7 described as beginning at a point on the Southeasterly line of the �lorthwesterly 101.5 feet of said Lot 7 distant 66.4 feet Northeasterly fran the Southwesterly line of said Lot 7; thenc� Northeasterly along the Southeasterly line � of the :3orthwesterly 101.5 feet of said Lots 7 and 6 a distance of 21.92 feet; thence - Iwrthwesterly, at right angles, 3/100 of a foot; thence Southw�esterly to said point of -:�-� beginning; � All of which lie above elevation 116.28 feet and belaw elevation 133.62 feet in Block 13, `It�wn of St. Paul I1�KE & IAND StJRVEYING, INC. � PAGE 13 . � ��-�9Y RDGISTF�RF.D PROPEE�1'Y PARCEL 1 Tract Q lying Southwesterly of the Northeasterly 14.22 teet thereof; PARC�L 2 Tract R; � PARCII, 3 The Southwesterly 4.75 feet of Tract P; PARCEL 4 - The Southwesterly 4,75 feet of Tract 0; . . . PARCII, 5 � The Southwesterly 4.75 feet ot Tract K; PARCEL 6 Tract S; PARCEL 7 Tract T; PARCE:L 8 Tract V; PARCF.L 9 Tract W; PARCF.L 10 Tract A; � PARCE:L 11 That part of Tract B lying Southwesterly of a line drawn 15.75 feet Northeasterly of and parallel with the Southwesterly line of said Tract; All which lie above elevation 124.95 feet and belaw elevation 133.62 feet in Registered Land Survey No. 373. . �:� RDGISTERID PROPERTY PARC�. 1 The Northwesterly 3.80 feet of the Southeasterly 132.15 fe�t of Lot 9 lying SoutYr- westerly of the Northeasterly 10.00 feet thereof; IAKE 6 LAND S(JRVE.YII�]G, II�IC. � PAGE 14 _ � � ��-�q� PARC.EL 2 That part of Lot 10 lying Southwesterly of the Northeasterly 10.00 feet thereof and between the extensions across said Lot 10 of the Northwesterly and Southeasterly lines of the Southeasterly 51.0 feet of the Northwesterly 101.50 feet of Lot 6, Block 13, Tawn of St. Paul; PARCEL 3 . The Northwesterly 34.15 feet of Lot 7 lying Southwesterly of the Northeasterly 14.22 feet thereof; PARCEL 4 The ��:ortheasterly 4.22 feet of the Northwesterly 34.18 feet of Lot 8; PARCE.L 5 � . .. . . The Northwesterly 19.15 feet of Lot 8 lying Southwesterly of the Northeasterly 4.22 teet thereot; PARCEL 6 The Northeasterly 10.U0 feet of Lot 9 lying Northwesterly of the Southeasterly 128.35 thereof; PARCEL 7 . 'Phat part of Lot 9 lying Southwesterly of the Northeasterly 10.00 feet thereof and Northwesterly of the Southeasterly 132.15 feet thereof; PARCEL 8 . That part of Lot lU lying Southwesterly of the Northeasterly 10 feet thereof and Northwesterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 50 reet of Lot 6, Block 13, Tcywn of St. Paul; - PARCEL 9 That part of Lot 10 lying Southwesterly of the Northeasterly 10 feet thereof and Southeasterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 1G1.5 feet of Lot 6, Block 13, Tcxan of St. Paul; PARC�L 10 � The Northeasterly 10.00 feet of Lot 10 and the Southwesterly 2.00 feet of Lot 11; - All of which lie above elevation 124.95 feet and belaw elevation 133.62 feet in Block 9, =",± whitney and 3nith's Addition to St. Paul; RF�GISTERED PROPEFrI'Y PARCEL 1 That part of Tract B lying Southwesterly of a line drawn 15.75 feet North�sterly of and parallel with the Southw�esterly line of• said Tract; IAKE & I.At�ID SLTRVEYII�7G, INC. . PAGE 15 . . � � p�l iy8� PARCEL 2 Tract A; PARCEL 3 Tract W; PARCEL'+4 , Tract V; PARCEL 5 . Tract T lying Northwesterly of the Southeasterly 14.15 feet thereof; PARCEL 6 . ... . . The Southwesterly 4.75 feet of Tract K lying Northwesterly of the Southeasterly 42.15 feet thereof; Al1 which lie above elevation 133.62 feet and below elevation 142.28 feet in Registered Iand Survey No. 373. REGISTERF,D PROPERTY PARCEL 1 That p�art of Lot 10, lying Southwesterly of the Northeasterly 10.00 feet thereof and Southeasterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 50.00 feet of I,ot 6, Block 13, Tawn of St. Paul and Northwesterly of the extens- ion across said Lot 10 of the Northwesterly line of the Southeasterly 68.98 feet of said Lot 6; ABSTRAC'I' PROPE1rI'Y , - � PARCEL 1 The Southwesterly 2.00 feet of Lot 11 lying Northwesterly of the Southeasterly 72.02 teet thereot; PARC�'I. 3 � . The Northeasterly 10.00 feet of Lot 10 lying Northwesterly of the extension across said Lot 10 of the Northwesterly line of the Southeasterly 68.89 feet of Lot 6, Block - 13, Town of St. Paul; = � PRRC.EL 4 That part of Lot 10 lying Southwesterly of the t3ortheasterly 10.00 feet thereof and Northwesterly of the extension across said Ir�t 10 of the Southeasterly line of the North- westerly 50.00 feet of Lot 6, Bloc}c 13, Tc�m of St. Paul; I�KE & L�AID S(JRVE,YII�]G, IldC. PAGE 16 � � � ��iy� All of which lie above elevation 133.62 feet and belaw elevation 142.28 feet in, Block 9, Whitney and Smith's Addition to St. Paul. REGISTEFtID PROPERTY PARCEL 1 Tha'� part of Lot 6 lying Southeasterly of the Northwesterly 50.00 feet thereof and Northeasterly of the Southwesterly 9.00 fet thereof and Northwesterly of the Southeast- erly 68.89 feet thereof and Southwesterly of the Southwesterly line of Lot 10, Block 9, Whitney and Smith's Addition to St. Paul; PARCEL 2 `I'he Southeasterly 51.50 feet of the Northwesterly 101.50 feet of the Southwesterly 9.00 feet ot Lot 6 except any part thereof, of the following described parcel beginning at a point on the Southeasterly line of the Northwesterly 101.5 feet of said Lot 7 dis- tant 66.4 teet Northeasterly trom the Southwesterly line of said Lot 7; thence Northeast- erly along the Southeasterly line of the Northwesterly 101.5 feet of said Lots 7 and 6 a distance of 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning; and also excepting; The Northwesterly 11.00 feet of the Southeasterly 98.22 feet of the Southwesterly 2.67 feet of said Lot 6; - PARCEL 3 That part of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of Lot 7, - Block 13, Tcwn of St. Paul, lying Northeasterly of the Southwesterly 8 feet of said Lot 7 except any part thereof, of the following� described p�arcel beginning at a point on the Southeasterly line of said Northwesterly 101.5 feet of Lot 7 distant 66.4 feet Northeast- erly fram the Southwesterly line of said Lot 7; thence Northeasterly along said South- . easterly line ot the Northwesterly 101.5 feet of Lots 7 and 6 a distance of 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning and also excepting; The Northwesterly 8.67 feet of the Southeasterly 81.14 feet of the Northeasterly 10.66 feet of the Southwesterly 57.33 feet of said Lot 7; and The Northwesterly 11.00 feet of the Southeasterly 98.22 feet of the Northeasterly 5.75 of said Lot 7; _ ABSIP,ACT PROPER`I'Y = PARCEL 1 ''� ^�... The Northeasterly 40.00 feet of the Southwesterly 48.00 feet of IAt 7 lying North- westerly or the Southeasterly 6.89 teet thereof and Southeasterly of the Northw�esterly ��101.50 feet thereof; I�AKE & I�ID S[JRVEYIlJG, I1VC. PA�GE 17 . . � 8y i�� , PARCEL 2 That part of Lot 7 lying Northeasterly of the Southwesterly 48.00 feet of thereof and rlorthwesterly of the Southeasterly 36.89 feet thereof and Southeasterly of the Northwest- erly 101.50 reet thereof; PARCEL 3 The' Northwesterly 50.00 feet of Lot 7 lying Northeasterly of the Southwesterly 8.00 ieet thereof; PARC:�L 4 . The Northwesterly 50.00 feet of 6 lying Southwesterly of the Southwesterly line of Lot 10, Block 9, Whitney and S�ni�.h's Addition to St. Paul; PARCE:L S ' _ • • That part of the Southwesterly 9.00 feet of Lot 6 lying Southeast�.rly of the North- � westerly 101.50 feet thereof and Northwesterly of the Southeasterly 36.89 feet thereof; PARCEL 6 'rhose parts of the Southwesterly 9.00 feet of Lot 6 and of Lot 7 that are enc�ipassed by the follaaing described parcel beginning at a point on the Southeasterly line of the �orthwesterly 101.5 feet of said Lot 7 distant 66.4 feet Northeasterly fran the South- westerly line of said Lot 7; thence Northeasterly along the Southeasterly line of the `orthwesterly 101.5 feet of said Lots 7 and 6 a distance of 21.92 feet; thence North- � westerly, at right angies, 3/100 of a Foot; thence Southwesterly to said point of beginn- - ing; �,11 or which lie above elevation 133.62 feet and belaw elevation 142.28 feet in Block 13, Tcwn or St. Paul. RFjGISTERF.D PROPEKI'Y PARCEL 1 That part ot Lot 6 lying Southeasterly of the Northwesterly 50.00 feet thereof and Ivortheasterly of the Southwesterly 9.00 feet thereof and Northwesterly of the Southeast- erly 68.89 ieet thereof and Southwesterly of the Southwesterly line of Lot 10, Block 9, whitney and S�nith's Addition to St. Paul; PARCEL 2 ,- .�. � ::.. The Southeasterly 51.50 feet of the Northwesterly 101.50 feet of the Southwesterly 9.00 feet ot Lot 6 except any part thereof, of the rollawing described parcel b�ginning at a point on the Southeasterly line of the I�brthw�esterly 101.5 feet of said Lot 7 dis- tant� 66.4 feet Northeasterly fran the Southwesterly line of said Lot 7; thence Northeast- erly along the Southeasterly line of the Northwesterly 101.5 feet of said Lots 7 and 6 a distance of 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; I�1KE & L,AI�ID SURVEYING, INC. PAGE 18 ��9�' PARC.EL 9 That part of the Southwesterly 9.00 feet of Lot 6 lying Southeasterly of the North- westerly 101.50 feet thereof and Northwesterly of the Southeasterly 36.89 feet thereof; PARCEL 10 Those parts of the Southwesterly 9.00 teet of Lot 6 and of, I,ot 7 that are eneo�Ipassed by the �follawing described parcel beginning at a point on the Southeasterly line of the tvorthwesterly 101.5 feet of said Lot 7 distant 66.4 feet Northeasterly fran the South- westerly line of said Lot 7; thence Northeasterly along the Southeasterly line of the Northwesterly 1U1.5 feet of said Lots 7 and 6 a distance of 21.92 feet; thence North- westerly, at right angles, 3/100 of a foot; thence Southwesterly to said point of be- ginning; _ All of which lie above elevation 142.28 feet and belaw elevation 161.87 feet in Block 13, Tawn of St. Paul. REGISTEFtED PROPERTY PARCEL 1 That part of Lot 10, lying Southwesterly ot the Northeasterly 10.00 feet thereof and Southeasterly of the extension across said Lot 10 of the Southeasterly line of the North- westerly 50.00 feet of Lot 6, Block 13, Tawn of St. Paul and Northwesterly of the extens- icn across said Lot 10 of the Northwesterly line of the Southeasterly 68.98 feet of said . _ Lot 6; ABSTRACT PROPERTY PARCEL 2 . That part of Lot 10 and of the Southwesterly 2.00 feet of Lot 11 lying between the �ctensions across said Lot 10 of the Northwesterly and Southeasterly lines of the South- easterly 34.89 feet of the Northwesterly 50.00 feet of Lot 6, Block 13, Tcywn of St. Paul. PARC�L 3 . That part of the Northeasterly 10.00 feet of Lot 10 and of the South�aesterly 2.00 _ feet of Lot 11 lying Southeasterly of the extension across said Lot 10 of the Southeast-. erly line of the Northwesterly 50.00 feet of Lot 6, Block 13, Town of St. Paul and North- - westerly of the extension across said Lot 10 of the Northwesterly line of the Sautheast- .� _ . erly 68.89 feet of ,said Lot 6; �-�� r111 of which lie above elevation 142.28 feet and belaa elevation 161.87 feet in Block 9, wliitney and Smith's Addition. REGISTEF2E� PROPER'i'Y ' PARt�L 1 TraCt W; ' I,AKE & IAND S(JFtVE.'YING, IPjC. PAGE 20 . � p�i9Y gARC�L 2 Tract V; PARCEL 3 Tract T lying Northwesterly of the Southeasterly 14.15 feet thereof; ;,; � PARC�:L 4 The Southwesterly 4.75 feet of Tract K lying Northwesterly of the 42.15 feet thereof; PARCEL 5 � . That part of Tract B lying Southwesterly of a line drawn 15.75 feet Northeasterly of and parallel with the Southwesterly line of said Tract and lying Southeasterly of the Northwesterly 10.85 teet thereof; � �� all which lie above elevation 142.28 feet and belaw elevation 161.87 feet in Registered Iand Survey No. 373. REGIS`I'ERE',D PROPERTY PARCEL 1 That part of Lot 6 lying Southeasterly of the Northwesterly 50.00 feet thereof and Northeasterly of the Southwesterly 9.00 feet thereof and Northwesterly of the Southeast- erly 68.89 feet thereof and Southwesterly of the Southwesterly line of Lot 10, Block 9, whitney and S�nith's Addition to St. Paul; PARCEI, 2 The Southeasterly 51.50 feet of the Northwesterly 101.50 of the Southwesterly 9.00 feet of Lot 6 eaccept any part thereof, of the tollowing described parcel beginning at a point on the Southeasterly line of the Northwesterly 101.5 feet of said Lot 7 distant 66.4 feet Northeasterly frcm the Southwesterly line of said Iot 7; thence Northeasterly along the Southeasterly line of the Northwesterly 101.5 feet of said Lots 7 and 6 a dis- tance ot 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning; and also excepting; The Northwesterly 11.00 feet of the Southeasterly 98.22 feet of the Southwesterly 2.67 f eet of said Lot 6; PARCEL 3 � That part of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of Lot 7, ,�=�'� Block 13, �Yxan of St. Paul, lying Northeasterly of the Southw+esterly 10.00 feet of said Lot 7 except any part thereof, of the follaaing described parcel beginning at a point on " the Southeasterly line of said Northwesterly 101.5 feet of Lot 7 distant 66.4 feet North- easterly frcn► the Southwesterly line of said Lot 7; thence Northeasterly al�g said Southeasterly line of the Northwesterly 101.5 feet of Lots 7 and 6 a distance of 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; I1�I� & I.�ID SURVE.YIP7G, INC. PAGE 21 . . _ - ��-�q� thence Southwesterly to said point of beginning and also excepting; The Northwesterly 8.67 feet of the Southeasterly 81.14 feet of the Northeasterly 10.66 feet of the Southwesterly 57.33 feet of said Lot 7; and The Northwesterly 11.00 feet of the Southeasterly 98.22 feet of the Northeasterly 5.75 teet oi said Lot 7; ,,, ' ABSTRACT PROPERTY PARCEL 4 � Those parts of L,ots 6 and 7 described as beginning at a point on the Southeasterly line of the Northwesterly 101.5 feet of said Lot 7 distant 66.4 feet Northeasterly fran the Southwesterly line ot said �ot 7; thence Northeasterly along the Southeasterly line of the Northwesterly 101.5 feet-of said Lots 7 �and-6 a distance �of 21.95 feet; thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning; PARCEL 5 That part of Lot 7 lying Southeasterly of the Northwesterly 101.5 feet thereof and Northeasterly of the Southwesterly 10.00 feet thereof and Northwesterly of the South- easterly 28.89 feet thereof; _ PARCEI, 6 That part of the Southwesterly 21.00 feet of Lot 6 lying Southeasterly of the North-. westerly 1U1.5 feet thereof and Northwesterly of the Southeasterly 28.89 feet thereof; PARC�L 7 That part of Lot 6 lying Southeasterly of the Northwesterly 101.5 feet thereof and . Northeasterly of the Southwesterly 21.00 feet thereof and Northwesterly of the South- eastesly 28.89 feet thereof and Southwesterly of the Southwesterly line of Lot 10, Block 9, Whitney and Smith's Addition to St. Paul; PAf2CF.L 8 The Southeastexly 4.89 feet of the Northwesterly 50.00 feet of Lot 7 lying Southwest- erly of the Northeasterly line of the Southwesterly 40.00 feet thereof and Northeasterly of the Southwesterly 10.00 feet thereof; - PARCF,I, 9 � • The Southeasterly 34.89 feet of the Northw�esterly 50.00 feet of Lot 7 lying North- ��:: easterly of the Southwesterly 40.00 feet thereof; pARCEL 10 .. The Southeasterly� 34.89 feet of the Northwesterly 50 feet of i�ot 6 lying Southwest- erly of the Southwesterly line of Lot 10, Block 9, Whitney and 9mith's Additicn to St. Paul; ' � I�F(E & LAND SURVEYING� INC. PAGE 22 . . �'�i9� PARCEL 11 The Northwesterly 22.00 feet of the Southeasterly 28.89 teet of Lots 6 and 7 lying Northeasterly of the Southwesterly 10.00 feet of said Lot 7; All of which lie above elevation 161.87 feet and belaw elevation 171.87 feet in Block 13, Town of St. Paul. ' REGISTF.RED PROPERTY PARCEL 1 � That part of Lot 10, Block 9, lying Southwesterly of the Northeasterly 10.00 feet of said Lot 10 and between the extensions across said Lot 10 of the Northwesterly and South- easterly lines of the Southeasterly 51.5 feet 'of tYie Northwesterly 101.5 feet of Lot 6, Block 13, Town of St. Paul. PARCEL 2 The Northwesterly 15.00 feet of the Southeasterly 128.00 feet of the Northeasterly 14.07 reet ot Lot 9 lying Southwesterly of the Northeasterly 10.00 feet thereof; ABSTRACT PROPER'I'Y PARCEL 3 That part of Lot 10, and of the Southwesterly 2.00 feet of Lot 11 lying between the extensions across said Lots 10 and 11 of the Northwesterly and Southeasterly lines of° the Southeasterly 34.89 reet of the Northwes�erly 50.00 feet of Lot 6, Block 13, Tcywn of St. Paul. PARCEL 4 The Northeasterly 10.00 feet of Lot 10 and the Southwesterly 2.00 feet of� Lot 11, Block 9, Whitney and Smith's Addition to St. Paul, lying between the exten�ions across said Lots 10 and ll of the Northwesterly and Southeasterly lines of the Southeasterly 51.50 reet of the Northwesterly 101.50 feet of Lot 6, Block 13, Tc�wn of St. Paul. PARt.EL 5 . That part of the Northeasterly 11.75 feet of Lot 10 and the Southwesterly 2.00 feet of Lot 11, lying Southeasterly of the extension across said Lot 10 of the Southeasterly line of the Northwesterly 101.50 feet of Lot 6, Block 13, Town of St. Paul and Northwest- ' �: erly of the extension across said Lot 10 of the Northwesterly line of the Southeasterly #; 34.89 feet of said Lot 6; PARf�'.L 6 . The Northwester1y� 28.00 feet of that part of Lot l0 and the Sauthw�esterly 2.00 feet ot Lot 11, lying Southeasterly of the Northeasterly extension across said Lots 10 and 11 of the Northw�sterly line of the Southeasterly 34.89 feet of Lots 6 and 7, Block 13, Taan of St. Paul. IAI� & IA1�ID SLTRVE.'�tING, INC. � PAGE 23 . . ��-i�P' �� Lot 8 lying Northwesterly of the Southeasterly 128.00 feet thereof, except the South- sterly 6.43 feet thereof and also except the Northeasterly 4.10 feet thereof; �CEL 8 �� . The Northwesterly 15.00 feet of the Southeasterly 128.00 feet of Lot 8; �CEL 9 . The Southwesterly 25.90 feet of the Northwesterly 15.00 feet of the Southeasterly 3.00 feet of Lot 7; _ rcel 10 The Northwesterly 15.00 feet of the Southeasterly 128.00 feet of the Northeasterly .00 feet of Lot 9 1 of which lie above elevation 161.87 feet and belaw elevation 171.87 feet in Block 9, itney and �nith's Addition. �I�TFR.E;D PROPER'I'Y . ��L 1: Tract W;V;T; and S �� 2 � . The Southwesterly 4.75 feet of :Tracts K, 0, P, and Tract Q; iCEL 3 . That part of Tract B lying Southwesterly of a line drawn 15.75 feet Northeasterly of i parallel with the Southwesterly line of said Tract and lying Southeasterly of the :�t�;westerly 10.85 feet thereof; �� 4 IYact R, lying Northeasterly of the Southwesterly 4.75 feet and lying Southw�esterly �he Northeasterly 13.27 feet thereof; .� � .i! The Southwesterly 4.75 feet of Tract R lying Northwesterly of the Southeasterly 02 feet thereof; � . �L6 • . - 'I`�e Southeasterly 1.05 feet of Tract Q lying Northeasterly of the Southwesterly 4.75 t thereof and lying Southw�esterly of the Northeasterly 53.75 feet thereof; I,�1KE & LAND S[JRVEYIIJG, INC, � ..,,.� �, � ��-i9�' All which lie above elevation 161.87 feet and belaw elevation 171.87 feet in Registered Land Survey No. 373. RDGISTERm PROPERTY PARCEI,� '1 . That part of Lot 6 lying Southeasterly of the Northwesterly 50.00 feet thereof and tiortheasterly of the Southwesterly 9.00 feet thereof and Northwesterly of the Southeast- erly 68.89 feet thereof and Southwesterly of the Southwesterly line of Lot 10, Block 9, w�itney and S�nith's Addition to St. Paul; PARCEL 2 . . . . The Southeasterly 51.50 feet of the Northwesterly 101.50 feet of the Southwesterly 9.00 feet of Lot 6 �xcept any part thereof, ot the following described parcel beginning at a point on the Southeasterly line of the Northwesterly 101.5 feet of said Lot 7 dis- tant 66.4 zeet Northeasterly fr�n the Southwesterly line of said Lot 7; thence Northeast- erly along the Southeasterly line of the Northwesterly 101.5 feet of said Lots 7 and 6 a distance ot 21.92 feet; thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning; and also excepting; The Northwesterly 11.00 feet of the Southeasterly 98,22 feet of the Southwesterly 2.67 reet ot said Lot 6; PARCEL 3 That �rt of the Southeasterly 51.5 feet of the Northwesterly 101.5 feet of Lot 7, Block 13, Tc�wn of St. Paul, lying Northeasterly of the Southwesterly 10.00 feet of said Lot 7 except any part thereof,�. of the follawing described garcel beginning at a point on tne Southeasterly line of said Northwesterly 101.5 feet of Lot 7 distant 66.4 feet North- easterly frcm the Southwesterly line of said Lot 7; thence Northeasterly along said Southeasterly line of the Northwesterly 101.5 feet of Lots 7 and 6 a distance of 21.92 reet thence Northwesterly, at right angles, 3/100 of a foot; thence Southwesterly to said point of beginning and also excepting; The Northwesterly 8,67 feet of the Southeasterly 81.14 feet ot the Northeasterly 10.66 feet of the Southwesterly 57.33 feet of said Lot 7; and The Northwesterly 11.00 feet of the Southeasterly 98.22 reet of the Northeasterly 5.75 - � feet of said Lot 7; _ ABSTRACr PROPERTY �;` -� PARCE�, 4 � ~ Those parts of Lots 6 and 7 described as beginning at a point on the Southeasterly line of the Northwesterly 101.5 feet of said Lot 7 distant 66.4 feet Northeasterly fran the Southwesterly line of said Lot 7; thence Northeasterly along the Southeasterly line of the Northwesterly 101.5 feet of said Lots 7 and 6 a distance of 21.92 feet; thence :3°rthwesterly, at right angles, 3/100 of a foot; thence South`„�esterly to said point of beginning; • I�KE & LAND SURVEYIlJC', II3C. � PAGE 25 � . _ ��-i91� PARC.EL 5 That part of Lot 7 lying Southeasterly of the Northwesterly 101.5 feet thereof and Northeasterly of the Southwesterly 10.00 feet thereof and Northwesterly of the Southeast- erly 28.89 feet thereof; :,: • PARCEL 6 That part of the Southwesterly 21.00 feet of Lot 6 lying Southeasterly of the North- westerly 101.5 feet thereof and Northwesterly of the Southeasterly 28.89 feet thereof; PARCEL 7 'That part of Lot 6 lying Sontheasterly of the Northwesterly 101.5 feet thereof and Northeastexly of the Southwester-ly 21.00 feet •thereof and Northwesterly of the Southeast- erly 34.89 reet thereof and Southwesterly of the Southwesterly line of Lot 10, Block 9, . Svhitney and �ith's Addition to St. Paul; PARCEL S The Southeasterly 4.89 feet of the Northwesterly 50.00 feet of Lot 7 lying South- ��esterly ot the Northeasterly line of the Southwesterly 40.00 feet thereof and North- easterly of the Southwesterly 10.00 feet thereof; � , c�r�RCEL 9 The Southeasterly 34.89 teet of the Northwesterly 50.00 feet of Lot 7 lying North- easterly of the Southwesterly 40.00 feet thereot; PARC.EI, 10 The Southeasterly 34.89 feet of the Northwesterly 50 feet of Lot 6 lying Southwest- erly of the Southwesterly line of Lot 10, Block 9, Whitney and Smith's Addition to St. Paul; A1.1 of which lie above elevation 171.87 feet and belaw elevation 294.54 feet in Block 13, Town of St. Paul. RFGISTERID PROPEI�I'Y PARCEL 1 - That gart of Lot 10, Block 9, Whitney and Smith's Addition to St. Paul, lying South- westerly of the Northeasterly 11.75 feet of said fAt 10 and between the extensions across ��.� said Lot 10 of the Northwesterly and.Southeasterly lines of the Southeasterly 51.5 feet of the Northwesterly lUl.S feet of Lot 6, Block 13, Town of St. Paul. PARCEL 2 ' • ' That part of the Southwesterly 1.75 feet of the Northeasterly 11.75 feet of Lot 10, Block 9, 4v'hitney and Smith's Addition to St. Paul, lying betwee� the extensions across said Lot 10 of the Northwesterly and Southeasterly lines of the Southeasterly 51.5 feet of the Northw�esterly 101.5 feet of Lot 6, Blocic 13, Town of St. Paul except the South- easterly 6.39 f eet thereof. � LAKE & LAND SURVEYIl�lG, Il�IC. . PAGE 26 . , ��i�li ABSTRACT PROPF.RTY PARCEL 3 That p�art ot Lot 10, Block 9, Whitney and S�nith's Addition to St. Paul, lying South- westerly of the Northeasterly 5.75 feet of said Lot 10 and betWeen the extensions across said Lot� 10 of the Northwesterly and Southeasterly lines of the Southeasterly 34.89 feet of the Northwesterly 50.00 feet of Lot 6, Block 13, Taan of St. Paul. PARC�L 4 The Southwesterly 4.25 feet of the Northeasterly 10.00 feet of Lot 10, Block 9, 4vhitney and Smith's Addition to St. Paul, lying between the �xtensions across said Lot 10 of the Northwesterly and Southeasterly lines of. .the Southeasterly� 45.11 feet of the :Vorthwesterly 95.11 feet of Lot 6, Block 13, Tcx�m of St. Paul. All of which lie above elevation 171.87 feet and belaw elevation 294.54 feet in Block 9, Whitney and Smith's Addition. All elevations refer to City of Saint Paul Datum. Elevation 0.0 feet City of Saint Paul Datum equals elevation 694.10 feet m�.an sea level datum as established by United States Coast and C,eodetic Surveys, North American Datum, 1929. - :.• . ;�:. LAI� & I�ND SIJRVEYIl�IG� INC. � PAiGE 27 . . . � �* V�,t�c�� `�r y ' . . ( ` _. �..` �,-� — �� . - P�f�q S� REDEVELOPMENT COMPANY CONTRACT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL AND SIBLEY APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP This Agreement is made this day of , 1984, by and between the City of Saint Paul ( "City" ) , the Housing and ;,'Redevelopment Company of the City of Saint Paul ( "HRA" ) , a public body corporate and Sibley Apartments Redevelopment Company Limited Partnership ( "Developer" ) , a Minnesota limited partner- ship organized as a Redevelopment Company under Minn. Stat. Ch. 462 . . ... . . RECITALS . A. HRA desires to promote the creation of rental housing space in Saint Paul. � B. Developer has proposed the construction of a "Project" consisting of approximately 178 units of rental housing to be located in Galtier Plaza, approximately in the space described in Exhibit A, together with all parking spaces in Galtier Plaza held or used in connection with the development or operation of the Project, which parking spaces shall be considered part of the Project. "Project" shall exclude any portion of the property used or designed primarily for retail or office use. The Project is in an area for which the HRA adopted a Redevelopment Plan on , 198 , and is in an area designated as qualifying for treatment under Minn. Stat. §§462 .415-.705 by the City of Saint Paul on , 1983 . ' � - � �. 11�--�9Y ' � 319A:SEW:2 :6:84 C. Developer has arranged for a commitment for ap- . proximately 27 units of the Project to be eligible for rent subsidy payments under Section 8 of the National Housing Act. D. HRA and Developer anticipate that the Project will be financed in large part by a loan (the "HUD-FHA �_ Loan" ) to be funded from bonds to be issued by HRA ,�, (the "Bonds" ) , to be secured in full or part by a mortgage on the Project (the "HUD-FHA Mortgage" ) .�.... which loan and mortgage will be insured in full or part by the U. S. Department of Housing and Urban Developmen� ( "HUD-FHA" ) . The term of amortization � -...... . ... � of the Hi7�FHA Loan, as scheduled upon closing of _r__._ such Loan, will be referred to as its Original Term. The Original Term shall be unaffected by any prepayment of the HUD-FHA Loan. "Final . __.,_ Endorsement" shall refer to the endorsement (in the case of insurance on completion) or final • endorsement (in the case of insured advances) of the HUD-FHA Loan and HUD-FHA Mortgage for in- ..�_ .._.� ' surance by HUD-FHA. .._.._. E. This Agreement, along with a Project Plan and a Plan for Tax Exemption, have been submitted to and approved by the City of Saint Paul pursuant to Minn. Stat. § 462 .651, which approval was by Resolution # , passed on 19_ F. The Plan for Tax Exemption provides that the Project will be partially exempt from real estate taxes to be levied as defined in Section 1.04(G) in the 25 years commencing with 1985, and the par- ties desire to provide for certain payments in lieu of such taxes . The tax exemption provided by. -2- , � � �'y i9d� �, 319A:SEW:2 :6:84 the Plan for Tax Exemption shall be referred to as the "Tax Exemption" . Now, therefore, in consideration of the covenants below, and in consideration of the Plan for Tax Exemption, the parties agree as follows: AGREEMENT � :,. � ARTICLE I P_ ayments in Lieu of Taxes Section 1 .01. Exempted Tax. The City shall determine, in a manner consistent with the Plan � for Tax Exemption (based on the tax rate, the assessed value, and the Base Tax for the year), within three (3 ) months after the end of each calendar year for which the Tax Exemption is in effect, an amount to be referred to as the Exempted Tax for that year. The "Exempted Tax" for a calendar year is the difference (if any) obtained by subtracting the Base Tax for such year from the amount of real property taxes which would have been levied against the Project for such cal- endar year if the Tax Exemp�ion had not been in effect. Section 1. 02 . Liabilitv in Lieu of Taxes . For each cal- endar year for which the Tax Exemption is in effect, the Devel- oper shall accrue a liability to City equal to the Exempted Tax for such calendar year. Such amount for any calendar year shall be referred to as the "Liability in Lieu of Taxes" for such year and shall be paid as provided in Section 1.03 . However, the "Liability in Lieu of Taxes" for calendar years 1985 through 1994 shall not constitute an actual liability, but shall be considered only for the purpose of calculating the Cumulative PILOT Amount and the Distribution Deficit Amount, and shall for these purposes not be zeroed out at the end of 1994 as a result of the operation of Section 1.03(E� . -3=" � , � � � �'�-iyl� � 319A:SEW:2 :6:84 Section 1 .03 . Payments of Cash Flow. � . A. Developer shall pay to City within one hundred twenty (120 ) days after the end of each calendar year for which the Tax Exemption is in effect an amount equal to the Basic PILOT Amount plus the Cumulative PILOT Amount for such prior calendar year. To the extent permitted by Article III , the Partnership shall distribute to its partners {at any time after such payment is made to City) the Priority Distribution Amount and the Secondary � Distribution Amount for such year and any Cumulative Distribution Payment received in such year. B. Any amoun� of Liability in Lieu of Taxes for any cal- endar year not paid as provic�ed in Section 1 .03 (A) shall be added, as of the end of such calendar year, to an account to be referred to as the "Cumulative Liability Account" , which account shall have a starting balance of zero. Any payment against the Cumulative Liability Account as provided in this Agreement shall be deemed a payment against Liability in Lieu of Taxes, to be applied first against the most recent such Liability in Lieu of Taxes . C. The Cumulative Liability Account shall accrue simple interest at 12% per annum on the unpaid principal balance there- of; provided that no such interest shall accrue prior to the end of 1994. D. Payments of Basic PILOT Amount for a calendar year shall be credited against the Liability in Lieu of Taxes for such year. Payments of Cumulative PILOT Amount shall be credited first against unpaid interest on the Cumulative Liability Account and any remainder shall then be applied against principal . E. After the determination and payment (if any) of the Cumulative PILOT Amount for the calendar year 1994 (which is determined and paid in 1995 ) , any remaining principal o.f the -4- . , � ��f-i�� 319A:SEW:2 : 6:84 Cumulative Liability Account (and the Liability in Lieu of Taxes associated therewith) shall be forgiven and the amount of the Cumulative Liability Account shall be adjusted to zero. F. The balance of the Cumulative Liability Account (exclud- ing any amount attributable to calendar years prior to 1995 and interest thereon) , if not sooner paid, shall be due and payable in full upon the occurrence of the earlier of the following events: �, • (i) Sale of the Project, other than (a) a foreclosure or deed in lieu of foreclosure or redemption relating to a mortgage superior to the Mortgage described in Section , 1.06, and (b) a transfer to another redevelopment company; (ii) The expiration of the Original Term of the HUD-FHA Mortgage; (iii) Termination of the Plan for Tax Exemption other than its expiration by the passage of time; or (iv) Dissolution of the Developer without resale of the Project to a qualified redevelopment company. Section 1 . 04. Definitions . A. "Cash Flow" for a calendar year shall mean all cash receipts of the Developer in such year from operation of the Project (excluding proceeds of refinancing, sale or disposition of all or part of the Project) after deduction for (i) all cash operating expenses (as defined by HUD-FHA from time to time) paid in such year, regardless of when such expenses may, for account- ing purposes, be deducted from income; (ii ) interest and princi- pal amortization on the Bonds (or on any obligation incurred to refinance the Bonds ) ; (iii ) expenditures for repairs or acc�uisi- -5- � � � P�-i�'�' 319A: SEW:2 : 6:84 tion of personal property to be used in connection with the. project, or for repair or replacement of the Project or portions thereof; (iv) interest and principal amortization on Serviceable Debt. "Cash Flow" shall not include funds derived from any source other than operation of the Project. B. "Equity" for a calendar year shall mean the sum of the following, determined at the end of such year: �, . (i ) The excess of the HUD-FHA estimate of Total Replacement Cost (as defined by HUD-FHA) over the amount of the HUD-FHA Loan. This amount shall be included in Equity for each -�year after and including 1985 and shall be � calculated- for each 'such� year on �the basis of the maximum amount allowed by HUD-FHA for such HUD-FHA Loan as of the beginning of such year; provided that for all calendar years including and after the year in which Final Endorsement occurs, the HUD-FHA Loan and Total Replacement Cost will be deemed to be the amount deter- mined by HUD-FHA in connection with such Final Endorsement; plus (ii) Any financing costs actually incurred by Developer in obtaining the HUD-FHA Loan or in issuing the Bonds, (but such financing costs may not exceed $ } and any points or expenses paid in connection with refinancing the HUD-FHA Loan or reselling the Bonds, excluding any costs or expenses included in Total Replacement Cost. Any such costs shall be included in Equity for all years including and after the year in which such costs are paid; plus (iii) Any amount required by HUD-FHA as part of an operating deficit reserve or any other amount paid toward operating deficits shall be included in Equity for all years after and including the year in which such amount is actually paid toward an operating deficit. -6- . �� I'�-�yY 319A:SEW:2:6:84 (iv) If any amount which could be included in Equity for a ._ _- - - - - ----,,..m.�.�.��....�.r..,.�...m�..�....�...,.,�..,�. _ � - - - --- calendar year is financed with debt, the Developer ��. shall elect either to include such amount as Equity �.,.........tir..�,,.��,.._<-<,-,.�......._,s.:...:��.,.�.-a.o..4.:.�,,...,,...,. _ .....��..� .�...�..5�..�,.��..�.. (and exclude such debt from Serviceable Debt) or to rYrn.�w.a.�:a��—. ..t.'.J�..��+S��L�..•s ':11•�....�._...as-.�..-.��.LiilJ±II��ii:=2T�.'��'�.��C�:��'t'r'li6J�'yI'�.�._'_�.��.��.�� exclude such amount from Equity (and include such debt as Serviceable Debt) . � C. The amount of Cash Flow for any calendar year for which the Tax Exemption is in effect shall be allocated among the ��, following amounts, in the following order, until such Cash Flow is fully allocated: (i) First, to the "Priority Distribution Amount" for such year, until such amourit equals 7% of Equity for such year; (ii ) Then, to the "Basic PILOT Amount" for such year until such amount equals the Exempted Tax for such year; (iii ) Then, to the "Cumulative PILOT Amount" for such year, until such amount equals the Cumulative Liability Account (including interest thereon) as of the begin- ning of such calendar year; (iv) Then, to the "Secondary Distribution Amount" for such year, until such amount equals 1% of Equity for such year; (v) Then, to the "Cumulative Distribution Amount" for such year to the extent of the total of Distribution Deficit Amounts for all prior calendar years; provided that a Distribution Deficit Amount for a calendar year shall be included in such total (and thus shall support an allocation of Cash Flow to the Cumulative Distribution � Amount) only if the City has received payments against the Liability in Lieu of Taxes (and interest th�reon, _�_ _ � ` . � �� - 319A:SEW:2 :6:84 if applicable) for such year equal� to the full amount of such Liability in Lieu of Taxes (and interest) for such year. No Distribution Deficit Amount for any calendar year prior to 1995 shall be included in such total (nor shall it support an allocation of Cash Flow under this subsection (v) ) unless and until the City has received payments against Liability in Lieu of Taxes for all such years prior to 1995 equal to the total of such Liability in Lieu o€ Taxes for all such � years. (vi) Then, to the "Surplus Amount" to the extent of any remaining=amount of Cash Flow. D. The "Distribution Deficit Amount" , for a calendar year shall be the amount by which 8% of Equity for such year exceeds the total of the Priority Distribution Amount, the Secondary Distribution amount and all Cumulative Distribution Payments (whenever made) for such year. E. The Tax Exemption shall be deemed to be "in effect" for a• calendar year if the Tax Exemption affects the property taxes levied in that year. F. Property Taxes shall be deemed "levied" in the earlier of (i ) the year in which they become a lien on the property or (ii ) the year in which they are due. G. The "Base Tax" for any calendar year shall be the amount of tax which would have been levied against the Project in the calendar year if the assessed value of the Project were equal to the Initial Assessed Value, as set forth in the Plan for Tax Exemption. H. "Serviceable Debt" shall mean any debt of the Partner- ship to any person or entity (including any partner) which debt meets any of the following requirements : -8- � � {- P'�-�9� ._ 319A: SEW:2 :6:84 (i) The proceeds of such debt are to be used to pay any amount which may be allowed as a deduction from Cash Flow under Section 1. 04(A) . (ii) The proceeds of such debt are used to pay costs or expenses incurred in connection with securing or main- taining the HUD-FHA Loan, the Bonds and the HUD-FHA Mortgage, or in connection with securing or maintaining ,, any loan to refinance the HUD-FHA Loan. (iii) Serviceable Debt shall not include debt needed to _,..� .rs r...�._..,.�-�_.�-, _�.-..�.:..: �.._...__.�_.,,.. ��__..:�.._..�...___:.�,a_._a__�..._._�...g ....,�....v,.��.....�. �.-._._ . ,�„ finance amounts included in Equity��under Section 1. 04(B) , � � ._ _ _. Section 1 .05. Payment of Surplus Amount. Within 120 days following the end of each calendar year for which the Tax Exemp- tion is in effect, Developer shall pay an amount equal to the Surplus Amount into the Surplus Funds Account described in Article II . Section 1 .06 . Mortgage. The obligation of the Developer to make payments of principal or interest under this agreement shall be secured by a Mortgage on the Project to be executed within sixty (60 ) days after the execution of the HUD-FHA Mortgage. Such Mortgage shall be in the form prescribed by the Minnesota Uniform Conveyancing Blank. Such Mortgage shall be subordinate and junior in all respects to a First Mortgage to be granted to secure the Bonds, and to any mortgages given to secure any loan used to refinance the Bonds, or to refinance such refinancing loan. The principal amount of any such refinancing loan may not exceed the balance of the loan being refinanced, plus reasonable refinancing expenses . HRP, and City shall execute appropriate documents from time to time to evidence such subordination. The legal description of the Mortgage shall be subject to amendment to conform with the final as-built survey of the Project. -9= _ , P'y-i9� • ' � � � � 319A: SEW:2 :6:84 Section 1.07. Non-Recourse. No partner �in Developer shall have any personal liability for payment of any sums required to be paid under this Agreement or the Mortgage, and HRA and City covenant not to make any claim or bring any suit against any such partner for collection of any such sum. The sole recourse of the HRA or City for collection of such sums shall be to enforce the Mortgage, or to collect such sums from the Cash Flow of the Developer in accordance with the terms of this Agreement and all :,, other remedies for collection of amounts due under this Agreement or under the Mortgage are hereby expressly waived. � Section 1. 08 . Credit for Payments . � A. Payment by-Developer df - taxes and interest pursuant to Minn. Stat. § 462 . 651, Subdiv. 4, or payment of cash surplus pursuant to Minn. Stat. § 462 . 695 or payments to HRA or City pursuant to Sections 2 .03 or� 5.01 of this Agreement shall be deemed a payment against interest on the Cumulative Liability Account and then against principal on the Cumulative Liability Account, with any excess to be credited against any other pay- ments due hereunder. B. Payment by Developer or from the Surplus Funds Account of any Basic PILOT Amount or of any amount against Liability in Lieu of taxes or the Cumulative Liability Account or interest thereon shall also be credited against any obligation of Devel- oper in the future to pay any sum relating to taxes or interest under Minn. Stat. § 462 . 651, Subd. 4, or § 462 .695. C. If, after application of any payment or payments as a credit against any liability or liabilities of the Developer under this Agreement or under any statute, there remains any balance due for such liability, then such balance shall continue as a liability of the Developer. -10- � ,. p'�!-i�d' `. 319A:SEW:2 : 6 :84 ARTICLE II � Surplus Funds Account Section 2 .01 . Nature of Account. The Surplus Funds Account shall be an interest bearing account with a financial institution or an account with other entity mutually acceptable to Developer and HRA, and shall be held in trust by HRA for the purposes set forth below. Al1 investment decisions with respect to such account shall be made jointly by Developer .and HRA. Developer � shall have no right to possession or disbursement of the Surplus Funds Account other than the right to approve investments and the power to require disbursement under Section 2 .03 (B) . Developer shall have no power or authority to encumber or assign the Surplus Funds Account in any �way,� whether voluntarily or in- voluntarily, and no assignment, lien, attachment or garnishment of the Surplus Funds Account may be effected by or for the bene- fit of Developer or any creditor of Developer, and any such assignment, lien, attachment or garnishment shall be null and void and of no effect. Section 2 . 02 . De�osits and Withdrawals . Funds shall be deposited in the Surplus Funds Account as specified in Article I , and shall be withdrawn and paid as provided in this Article II . Interest earnings or other investment earnings on the Surplus Funds Account shall become part of the Surplus Funds Account. Section 2 . 03 . Use of Funds . Funds in the Surplus Funds Account shall be withdrawn and used in the following manner: A. All or part of such funds shall be applied against the Cumulative Liability Account and interest thereon at any time or times, in which case it shall be applied first against the most recently accrued Liability in Lieu of Taxes (and interest there- on, if any) . -11- ��-�q�' ' � � � `, 319A:SEW:2 : 6 :84 B. All or part of such funds shall, at �any time (before or after the end of 1994) at the direction of Developer, be paid to HRA against any unpaid Liability in Lieu of Taxes for any year or years from 1985 through and including 1994. C. Such funds, unless otherwise applied, shall be paid to HR.A (and credited to Developer under Section 1 . 08 ) upon the occurrence of any of the following events: ,�; (i ) A conveyance of the Project, other than a conveyance to another redevelopment company approved by City; (ii) An event of Default, as defined in the documents re- lating to �the Bonds or the HUD-FHA Mortgage; provided that no such event of Default shall be cause for ac- celeration under this Section 2 .03 (C) unless and until any time for curing such Default (as provided in such documents) has expired. (iii) The termination of the Plan for Tax Exemption. • (iv) The beginning of the year 2010. D. HRA shall notify Developer prior to any payment from the fund. ARTICLE III Return on Equity Section 3 . 01 . Limitation on Distributions from Earnin s. So long as the Tax Exemption provided by the Plan for Tax Exemp- tion remains in effect, the Developer shall not distribute as a partnership distribution to its partners out of Earnings in any calendar year as return of capital or as such partner's distrib- utive share of partnership income an amount in excess of the excess of the Cumulative Allowed Distribution (as of the begin- -12- � , � � �- �'��9�' , 319A:SEW:2 :6:84 ning of such year) over all prior such distributions to partners out of Earnings. Section 3 .02 . Definitions. The following definitions shall be used for determining allowed distributions under this Article III , but shall not affect determination of payments to the HRA under Article I : � A. "Earnings" shall mean the net income from operation of the Project, determined on a cash basis (excluding receipts from refinancing, sale or disposition of all or part of the Project) . , B. "Cumulative Allowed DY'stribution" sh�all begin at zero and shall be adjusted at the end of each calendar year commencing with the end of 1985 by adding to the Cumulative Allowed Distribution an amount equal to eight percent (8%) of Equity for such year. Section 3 . 03 . Restriction Applies Only to Earnings. This Article III shall not restrict distributions from capital con- tributions or from sources other than Earnings. ARTICLE IV Regulation of Rents and Use Section 4.01 . Rent Restrictions . Developer shall comply with such restrictions on rents as may be imposed by HUD-FHA, including any restrictions imposed in any Regulatory Agreement between Developer and HUD-FHA. Section 4. 02 . Use Restrictions . The use of the Project shall comply with the restrictions contained in the deed from HRA to Mears Park Development Company, recorded with the Ramsey County Recorder as Document No. 2139828. The Project shall be designed and used primarily for housing purposes, but Developer -13- � . p�-i�iY � ' � � � � 319A:SEW:2 : 6 :84 may own and use other property for business, commercial, cultural or recreational purposes appurtenant thereto. There shall be no discrimination in the use of the Project because of race or religious, political or other affiliation. Section 4.03 . Construction and Operation. Subject to the restrictions contained in this Article IV, the Developer is authorized to construct, maintain and operate the Project and any appurtenant office or commercial space, and, may enter into all .� contracts which Developer considers necessary or desirable for such construction, maintenance or operation, provided that neither the HRA nor City shall be deemed liable on any such contract. � ARTICLE V Sale of Project or Termination of Exemption Section 5. 01 . Payment on Conveyance or Dissolution. Upon conveyance of the Project by the Developer, (whether by sale, foreclosure, dissolution or otherwise) , or upon expiration of the Tax Exemption according to its terms, or termination of the Tax Exemption for any reason, after providing for payment of all amounts due under this Agreement and all operating expenses, taxes, Serviceable Debt (and accrued interest thereon) and after distribution to partners of the excess of Cumulative Allowed Distributions over all prior distributions to partners, all remaining cash which was derived from Earnings shall be paid into the general fund of the City of Saint Paul . This Section shall have no effect on funds derived from refinancing, sale or dis- position of all or part of the Project, which may be retained by the Developer or distributed in any manner determined by the Partnership, subject to the paramount rights of the City and HRA to collect amounts due hereunder and to enforce the Mortgage, as provided in Section 1 . 07. -14- . P�—r�d� ' � �� 319A:SEW:2 :6 :84 Section 5. 02 . Status of Project. It is acknowledged that the Project is located within a city of the first class and in an area designated pursuant to Minn. Stat. § 462 .415, Subd. 6, and that therefore: A. The Developer is exempt under § 462 .695, Subd. 1, from the requirements of § 462 .651, Subd. 4. Such exemption shall in no way relieve or mitigate any liability imposed on the Developer .�,. under this Agreement. , � B. In no event shall the Developer be required to pay any sums to HRA or City upon expiration or termination of the Tax Exemption or upon sale of the Project other than sums for Liability in Lieu of Taxes and ' interest thereon, as provided in this Agreement. C. It is agreed that Developer may not voluntarily termi- nate the Plan for Tax Exemption unless and until all amounts due to HRA and City under Articles I and II of this Agreement have been paid in full. Section 5 . 03 . Bounda�y Adjustments. It is acknowledged that due to possible construction deviations, changes in the plans and specifications for the Project, or other causes, the physical boundaries of the Project may differ from those described in Exhibit A. The Developer may at any time or times conve� a portion of its property, or accept conveyance of other property, for the purpose of adjusting the property described in Exhibit A to conform to the physical boundaries of the Project and appurtenant office and retail space as built. The term "Project" shall be deemed to include any property so accepted by the Developer (except any property accepted by the Developer and designed primarily for office or retail space) . No such con- veyance shall be deemed a conveyance, sale or transfer of an interest in the "Project" , nor shall any such conveyance be cause for acceleration of any indebtedness under this Agreement. -15- . � . , � �. P�i9�' ' � 319A:SEW:2 :6:84 ARTICLE VI Miscellaneous Section 6. 01 . Entire Agreement. This agreement expresses the entire agreement between the parties, and replaces any prior agreements, whether written or oral, relating to the subject matter of this Agreement. ,, Section 6 .02 . No Warranties . Developer has made, and is making, no representations or warranties with respect to the amount of past, present or future cash flow, property taxes or other financial matters affecting the Project. Section 6. 03 . - Successors 'and Assigns. The benefits and burdens of this Agreement shall bind and innure to the benefit of the successors and assigns of the parties hereto. Wherefore, the undersigned have set their hands on the date first written above. Approved as to form: CITY OF SAINT PAUL ' BY BY City Attorney HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL By By -16- � � - �r�/- i�i�' ' � � � . 319A: SEW:2 : 6 :84 SIBLEY APARTMENT'S REDEVELOPMENT COMPANY LIMITED PARTNERSHIP, By MEARS PARK DEVELOPMENT COMPANY � Its general partner By THE BOISCLAIR CORPORATION Partner By R.obert J. Boisclair � '�� President By ALPHA ENTERPRISES Partner . . By Patrick M. Ruhr Partner STATE OF MINNESOTA) ) SS . COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1983 by and , the and , respectively, of the Housing and Redevelopment Authority of the City of Saint Paul, a Minnesota public body corporate, on its behalf. Notary Public STATE OF MINNESOTA) ) SS . COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1983 by and , the and , respectively, of the City of Saint Paul, on its behalf. Notary Public -17- � , . , ��iq� . , , � 319A: SEW:2 :6:84 STATE OF MINNESOTA) . ) SS . COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1983 , by Robert J. Boisclair, President of The Boisclair Corporation, a Minnesota corporation, on behalf of the corporation, which is a general partner in Mears Park Development Company, a Minnesota general partnership, on behalf of the partnership, which is the general partner in Sibley Apartments Redevelopment Company Limited Partnership, a Minnesota limited partnership and redevelopment company, on behalf of said ;�,. limited partnership and redevelopment company�. Notary Public STATE OF MINNESOTA) - • � • �_ ' � " ) SS . COUNTY OF ) � The foregoing instrument was acknowledged before me this day of , 1983, by Patrick M. Ruhr, partner in Alpha Enterprises, a South Dakota partnership, on behalf of the partnership, which is a general partner in Mears Park Development Company, a Minnesota general partnership, on behalf of the part- nership, which is the general partner in Sibley Apartments Redevelopment Company Limited Partnership, a Minnesota limited partnership and redevelopment company, on behalf of said limited partnership and redevelopment campany. Notary Public -18- � . � . �� 9� 319A:SEW:2 :6:84 Appendix to Redevelopment Com�any Contract Index of Definitions All references to Sections and Recitals refer to the Redevelopment Company Contract to which this Appendix is attached. Term Reference Base Tax §1 . 04{H) `'' Basic PILOT Amount §1 .04(C) (ii) Bonds Recital D Cash Flow §1.04(A) Cumulative Allowed Distribution §3 .02(B) Cumulative Distribution Amo�.nt • §1. 04(E) Cumulative Liability Account §1 . 03(A) Cumulative PILOT Amount §1 .04(C) (iii) � Distribution Deficit Amount §1 . 04(D) Earnings §3 .02(A) Equity §1 . 04(B) Exempted Tax §1. 01 Final Endorsement Recital D HUD-FHA Recital D _-� . HUD-FHA Loan Recital D HUD-FHA Mortgage Recital D ...._.... In Effect (re: Tax Exemption) §1 .04(F) Levied §1 .04(G) Liability in Lieu of Taxes §1. 02 Mortgage §1 .06 Original Term Recital D Plan for Tax Exemption Recital F Priority Distribution Amount §1 . 04(C) (i ) Project Recital B Secondary Distribution Amount §1 . 04(c) (iv) Serviceable Debt §1 .04( I ) Surplus Amount §1 .04(C) (v) Surplus Funds Acccount §2 .01 Tax Exemption Recital F ' -19- - ;��1 , ,--u�� o�y . � < C. � - �_ �� _ �'�-��r REDEVELOPMENT COMPANY CONTRACT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF� SAINT PAUL AND JACKSON APARTMENTS REDEVELOPMENT. COMPANY LIMITED PARTNERSHIP This Agreement is made this day of , 1984, by and between the City of Saint Paul ( "City" } , the Housing and �� Redevelopment Company of the City of Saint Paul ( "HRA" ) , a public body corporate and Jackson Apartments Redevelopment Company Limited Partnership ( "Developer" ) , a Minnesota limited partner- ship organized as a Redevelopment Company under Minn. Stat. Ch. 462 . RECITALS A. HRA desires to promote the creation of rental housing space in Saint Paul. B. Developer has proposed the construction of a "Project" consisting of approximately 168 units of rental housing to be located in Galtier Plaza, approximately in the space described in Exhibit A, together with all parking spaces in Galtier Plaza held or used in connection with the development or operation of the Project, which parking spaces shall be considered part of the Project. "Project" shall exclude any portion of the property used or designed primarily for retail or office use. The Project is in an area for which the HRA adopted a Redevelopment Plan on , 198 , and is in an area designated as qualifying for treatment under Minn. Stat. §§462 .415-.705 by the City of Saint Paul on , 1983 . • � � . . C. - ; l��' C. Developer anticipates that the Project will be financed in large part by a loan (the "HUD-FHA Loan" ) to be funded from bonds to be issued by HRA (the "Bonds" ) , to be secured in full or part by a mortgage on the Project (the "HUD-FHA Mortgage" ) which loan and mortgage will be insured in full or part by the U.S. Department of Housing and Urban Development ( "HUD-FHA" ) . The term of amortization ,� of the HUD-FHA Loan, as scheduled upon closing of such Loan, will be referred to as its Original Term. The Original Term shall be unaffected by any prepayment of the HUD-FHA Loan. "Final Endorsemer�tt" shall refer to the endorsement by � HUD-FHA ( 'rn the case ' of insurance on completion) or final endorsement (in the case of insured advances ) of the HUD-FHA Loan and HUD-FHA Mortgage for insurance by HUD-FHA. D. This Agreement, along with a Project Plan and a Plan for Tax Exemption, have been submitted to and approved by the City of Saint Paul pursuant to • Minn. Stat. § 462 .651, which approval was by Resolution # , passed on , 19 E. The Plan for Tax Exemption provides that the Project will be partially exempt from real estate taxes to be levied as defined in Section 1.04(F) in the 25 years commencing with 1985, and the par- ties desire to provide for certain payments in lieu of such taxes . The tax exemption provided by the Plan for Tax Exemption shall be referred to as the "Tax Exemption" . � Now, therefore, in consideration of the covenants below, and in consideration of the Plan for Tax Exemption, the parties ,agree as follows : -2= ; � ��-�qy AGREEMENT � ARTICLE I Payments iii Lieu of Taxes Section 1 .01. Exempted Tax. The City sha11 determine, in a manner consistent with the Plan for Tax Exemption (based on the tax rate, the assessed value, and the Base Tax for the year) , within three (3 ) months after the end of each calendar year for � �� which the Tax Exemption is in effect, an amount to be referred to as the Exempted Tax for that year. The "Exempted Tax" for a calendar year is the difference (if any) obtained by subtracting the Base Tax for such year from the amount of real property taxes which would have been levied against the Project for such cal- endar year if the Tax Exemption had not been in effect. Section 1. 02 . Liability in Lieu of Taxes. For each cal- endar year for which the Tax Exemption is in effect, the Devel- oper shall accrue a liability to City equal to the Exempted Tax for such calendar year. Such amount for any calendar year shall be referred to as the "Liability in Lieu of Taxes" for such year and shall be paid as provided in Section 1. 03 . However, the "Liability in Lieu of Taxes" for calendar years 1985 through 1994 shall not constitute an actual liability, but shall be considered only for the purpose of calculating the Cumulative PILOT Amount and the Distribution Deficit Amount, and shall for these purposes not be zeroed out at the end of 1994 as a result of the operation of Section 1. 03(E) . Section 1 .03 . Payments of Cash Flow. A. Developer shall pay to City within one hundred twenty (120 ) days after the end of each calendar year for which the Tax Exemption is in effect an amount equal to the Basic PILOT Amount plus the Cumulative PILOT Amount for such prior calendar year. To the extent permitted by Article III , the Partnership shall distribute to its partners (at any time after such payment is -3- . . � . ( �� y �4Y made to City) the Priority Distribution Amourit and the Secondary Distribution Amount for such year and any Cumulative Distribution Payment received in such year. B. Any amount of Liability in Lieu of Taxes for any cal- endar year not paid as provided in Section 1.03 (A) shall be added, as of the end of such calendar year, to an account to be referred to as the "Cumulative Liability Account" , which account ;,, shall have a starting balance of zero. Any , payment against the Cumulative Liability Account as provided in this Agreement shall be deemed a payment against Liability in Lieu of Taxes, to be applied first against the most recent such Liability in Lieu of Taxes. s C. The Cumulative Liability Account shall accrue simple interest at 12% per annum on the unpaid principal balance there- of; provided that no such interest shall accrue prior to the end of 1994. D. Payments of Basic PILOT Amount for a calendar year shall be credited against the Liability in Lieu of Taxes for such year. Payments of Cumulative PILOT Amount shall be credited first against unpaid interest on the Cumulative Liability Account and any remainder shall then be applied against principal. E. After the determination and payment (if any) of the Cumulative PILOT Amount for the calendar year 1994 (which is determined and paid in 1995 ) , any remaining principal of the Cumulative Liability Account (and the Liability in Lieu of Taxes associated therewith) shall be forgiven and the amount of the Cumulative Liability Account shall be adjusted to zero. F. The balance of the Cumulative Liability Account (exclud- ing any amount attributable to calendar years prior to 1995 and interest thereon) , if not sooner paid, shall be due and payable in full upon the occurrence of the earlier of the following events: -4= . ' � � �� P�l-r9I� (i) Sale of the Project, other than (a) a foreclosure or deed in lieu of foreclosure or redemption relating to a mortgage superior to the Mortgage described in Section 1.06, and (b) a transfer to another redevelopment company; , (ii) The expiration of the Original Term of the HUD-FHA Mortgage; � �� (iii ) Termination of the Plan for Tax Exemption other than its expiration by the passage of time; or (iv) Dissolution of the Developer without resale of the , Project to a qualified •red�velopment company. Section 1 . 04. Definitions . A. "Cash Flow" for a calendar year shall mean all cash receipts of the Developer in such year from operation of the Project (excluding proceeds of refinancing, sale or disposition of all or part of the Project) after deduction for (i) all cash operating expenses (as defined by HUD-FHA from time to time) paid in such year, regardless of when such expenses may, for ac- counting purposes, be deducted from income; (ii) interest and principal amortization on the Bonds (or on any obligation in- curred to refinance the Bonds ) ; (iii) expenditures for repairs or acquisition of personal property to be used in connection with � the project, or for repair or replacement of the Project or portions thereof; (iv) interest and principal amortization on Serviceable Debt. "Cash Flow" shall not include funds derived from any source other than operation of the Project. B. "Equity" for a calendar year shall mean the sum of the following, determined at the end of such year: -5- i . c �y—�� (i) The excess of the HUD-FHA estimate of Total Replacement Cost (as defined by HUD-FHA) over the amount of the HUD-FHA Loan. This amount shall be included in Equity for each year after and including 1985 and shall be calculated for each such year on the basis of the maximum amount allowed by HUD-FHA for such HUD-FHA Loan as of the beginning of such year; provided that for all calendar years including and after the year in which ,�,, Final Endorsement occurs, the HUD,-FHA Loan and Total Replacement Cost will be deemed to be the amount deter- mined by HUD-FHA in connection with such Final Endorsement; plus � (ii ) Any financing costs actually incurred by Developer in obtaining the HUD-FHA Loan or in issuing the Bonds, (but such financing costs may not exceed $ ) and any points or expenses paid in connection with refinancing the HUD-FHA Loan or reselling the Bonds, excluding any costs or expenses included in Total Replacement Cost. Any such costs shall be included in Equity for all years including and after the year in • which such costs are paid; plus (iii) Any amount required by HUD-FHA as part of an operating deficit reserve or any other amount paid toward operating deficits shall be included in Equity for all .w�•.vimsr�»aw�yas.�:+.....wr�.a•aex�^_zay.*.r� years after and including the year in which such amount is actually paid toward an operating deficit. (iv) If any amount which could be included in Equity for a calendar year is financed .with debtA the Developer ......._ - ._..�._..r..._ a...,...,..___ ._ .+...._.�.,....T..�..... _..,,.�.�.:-..n,.�,...,.�. n... shall elect either to include such amount as Eguity .,...�,..,d...,.��...�.�-,� �t.,...._.�:...�.�..=�.,��.�.�. (and exclude such debt from � Serviceable Debt) or to �,..�.,m.�.�.��-.,_.._,_c-_:-_w..,._ �,�_-a<n,�,,.�.._..,,,.,,.�..z.:,�_..�..�.-9..a.,.�.,�.. exclude such amount from Equity (and include such debt . as Serviceable Debt) . -6- � � . �;. �- Py-�9� C. The amount of Cash Flow for any calendar year for which the Tax Exemption is in effect shall be allocated among the following amounts, in the following order, until such Cash Flow is fully allocated: (i) First, to the "Priority Distribution Amount" for such year, until such amount equals 7% of Equity for such year; :,, ' (ii) Then, to the "Basic PILOT Amount" for such year until such amount equals the Exempted Tax for such year; (iii) Then, to the "Cumulative PILOT Amount" for such year, , � until such amount equals the Cumulative Liability Account (including interest thereon) as of the begin- ning of such calendar year; (iv) Then, to the "Secondary Distribution Amount" for such year, until such amount equals 1% of Equity for such year; (v) Then, to the "Cumulative Distribution Amount" for such year to the extent of the total of Distribution Deficit Amounts for all prior calendar years; provided that a Distribution Deficit Amount for a calendar year shall be included in such total (and thus shall support an allocation of Cash Flow to the Cumulative Distribution Amount) only if the City has received payments against the Liability in Lieu of Taxes (and interest thereon, if applicable) for such year equal to the full amount of such Liability in Lieu of Taxes (and interest) for such year. No Distribution Deficit Amount for any calendar year prior to 1995 shall be included in such total (nor shall it support an allocation of Cash Flow under this subsection (v) ) unless and until the City has received payments against Liability in Lieu of -7_ , � � _ ��-�q� . � Taxes for all such years prior to� 1995 equal to the total of such Liability in Lieu of Taxes for all such years. (vi) Then, to the "Surplus Amount" to the extent of any remaining amount of Cash Flow. D. The "Distribution Deficit Amount" , for a calendar year �� shall be the amount by which 8% of Equity for such year exceeds the total of the Priority Distribution Amount, the Secondary Distribution amount and all Cumulative Distribution Payments (whenever made) for such year. � E. The Tax Exemption sha11'� be' deemed to be "in effect" for a calendar year if the Tax Exemption affects the property taxes levied in that year. F. Property Taxes shall be deemed "levied" in the earlier of (i) the year in which they become a lien on the property or (ii ) the year in which they are due. • G. The "Base Tax" for any calendar year shall be the amount of tax which would have been levied against the Project in the calendar year if the assessed value of the Project were equal to the Initial Assessed Value, as set forth in the Plan for Tax Exemption. H. "Serviceable Debt" shall mean any debt of the Partner- ship to any person or entity (including any partner) which debt meets any of the following requirements : (i ) The proceeds of such debt are to be used to pay any amount which may be allowed as a � deduction from Cash Flow under Section 1. 04(A) . -8- � � � .. ��9� . << (ii) The proceeds of such debt are used to pay costs or expenses incurred in connection with securing or main- taining the HUD-FHA Loan, the Bonds and the HUD-FHA Mortgage, or in connection with securing or maintaining any loan to refinance the HUD-FHA Loan. (iii ) Serviceable Debt shall not include debt used to finance T �amounts �included in Equity �under Section V104(B) . � _ �..._..._..�,.�.��_...,....,. �, � Section 1 . 05. Payment of Surplus Amount. Within 120 days following the end of each calendar year for which the Tax Exemp- tion is in effect, Developer shall pay an amount equal to the Surplus Amount into the Surplus Funds Account described in Article I I . ' ' . ' - � Section 1. 06 . Mortgage. The obligation of the Developer to make payments of principal or interest under this agreement shall be secured by a Mortgage on the Project to be executed within sixty (60 ) days after the execution of the HUD-FHA Mortgage. Such Mortgage shall be in the form prescribed by the Minnesota Uniform Conveyancing Blank. Such Mortgage shall be subordinate and junior in all respects .to a First Mortgage to be granted to secure the Bonds, and to any mortgages given to secure any Zoan used to refinance the Bonds, or to refinance such refinancing loan. The principal amount of any such refinancing loan may not exceed the balance of the loan being refinanced, plus reasonable refinancing expenses. HRA and City shall execute appropriate documents from time to time to evidence such subordination. The legal description of the Mortgage shall be subject to amendment to conform with the final as-built survey of the Project. Section 1 . 07 . Non-Recourse. No partner in Developer shall have any personal liability for payment of any sums required to be paid under this Agreement or the Mortgage, and HRA and City covenant not to make any claim or bring any suit against any such partner for collection of any such sum. The sole recourse of the -9= . . � � � �- �i'-iy� HR.A or City for collection of such sums shall be to enforce the. Mortgage, or to collect such sums from the Cash Flow of the Developer in accordance with the terms of this Agreement and all other remedies for collection of amounts due under this Agreement or under the Mortgage are hereby expressly waived. Section 1.08 . Credit for Payments . ,�,, A. Payment by Developer of taxes and interest pursuant to Minn. Stat. § 462 .651, Subdiv. 4, or payment of cash surplus pursuant to Minn. Stat. § 462 .695 or payments to HRA or City pursuant to Sections 2 .03 or 5. 01 of this Agreement shall be deemed a payment against interest on the Cumulative Liability Aceount and then acjainst principal on the Cumulative Liability Account, with any excess to be credited against any other pay- ments due hereunder. B. Payment by Developer or from the Surplus Funds Account of any Basic PILOT Amount or of any amount against Liability in Lieu of taxes or the Cumulative Liability Account or interest thereon shall also be credited against any obligation of Devel- oper in the future to pay any sum relating to taxes or interest under Minn. Stat. § 462 . 651, Subd. 4, or § 462 .695 . C. If, after application of any payment or payments as a credit against any liability or liabilities of the Developer under this Agreement or under any statute, there remains any balance due for such liability, then such balance shall continue as a liability of the Developer. ARTICLE II Surplus Funds Account Section 2 .01. Nature of Account. The Surplus Funds Account shall be an interest bearing account with a financial institution or an account with other entity mutually acceptable to Dev�loper -10- . � � - � �i'-i�i� HRA or City for collection of such sums shall be to enforce the. Mortgage, or to collect such sums from the Cash Flow of the Developer in accordance with the terms of this Agreement and all other remedies for collection of amounts due under this Agreement or under the Mortgage are hereby expressly waived. Section 1 .08 . Credit for Payments . ,�,, A. Payment by Developer of taxes and interest pursuant to Minn. Stat. § 462. 651, Subdiv. 4, or payment of cash surplus pursuant to Minn. Stat. § 462 .695 or payments to HRA or City pursuant to Sections 2 .03 or 5 .01 of this Agreement shall be deemed a payment against interest on the Cumulative Liability Account and then ac�ainst principal on the Cumulative Liability Account, with any excess to be credited against any other pay- ments due hereunder. B. Payment by Developer or from the Surplus Funds Account of any Basic PILOT Amount or of any amount against Liability in Lieu of taxes or the Cumulative Liability Account or interest thereon shall also be credited against any obligation of Devel- oper in the future to pay any sum relating to taxes or interest under Minn. Stat. § 462 .651, Subd. 4, or § 462 . 695. C. If, after application of any payment or payments as a credit against any liability or liabilities of the Developer under this Agreement or under any statute, there remains any balance due for such liability, then such balance shall continue as a liability of the Developer. ARTICLE II Surplus Funds Account Section 2 .01 . Nature of Account. The Surplus Funds Account shall be an interest bearing account with a financial institution or an account with other entity mutually acceptable to Developer -10- � � . C t . �f� �� and HRA, and shall be held in trust by HRA for the purposes set forth below. All investment decisions with respect to such account shall be made jointly by Developer and HRA. Developer shall have no right to possession or disbursement of the Surplus Funds Account other than the right to approve investments and the power to require disbursement under Section 2. 03(B) . Developer shall have no power or authority to encumber or assign the Surplus Funds Account in any way, whether voluntarily or in- voluntarily, and no assignment, lien, attachment or garnishment �� of the Surplus Funds Account may be effected by or for the bene- fit of Developer or any creditor of Developer, and any such assignment, lien, attachment or garnishment shall be null and void and of no effect. Section 2 . 02 . Deposits and Withdrawals . Funds shall be deposited in the Surplus Funds Account as specified in Rrticle I , and shall be withdrawn and paid as provided in this Article II . Interest earnings or other investment earnings on the Surplus Funds Account shall become part of the Surplus Funds Account. Section 2 .03 . Use of Funds . Funds in the Surplus Funds Account shall be withdrawr� and used in the following manner: A. All or part of such funds shall be applied against the Cumulative Liability Account and interest thereon at any time or times, in which case it shall be applied first against the most recently accrued Liability in Lieu of Taxes (and interest there- on, if any) . B. All or part of such funds shall, at any time (before or after the end of 1994) at the direction of Developer, be paid to HRA against any unpaid Liability in Lieu of Taxes for any year or years from 1985 through and including 1994. � C. Such funds, unless otherwise applied, shall be paid to y HRA (and credited to Developer under Section 1.08 ) upon the occurrence of any of the following events: -11- � � . . ( - �� P�/-�9Y (i ) A conveyance of the Project, other than a conveyance to another redevelopment company approved by City; (ii ) An event of Default, as defined in the documents re- lating to the Bonds or the HUD-FHA Mortgage; provided that no such event of Default shall be cause for ac- celeration under this Section 2 .03 (C) unless and until any time for curing such Default (as provided in such �� documents ) has expired. (iii ) The termination of the Plan for Tax Exemption. � (iv) The beginnZng of the year 2010. � D. HRA shall notify Developer prior to any payment from the fund. ARTICLE III Return on Equity • Section 3 . 01 . Limitation on Distributions from Earnings . So long as the Tax Exemption provided by the Plan for Tax Exemp- tion remains in effect, the Developer shall not distribute as a partnership distribution to its partners out of Earnings in any calendar year as return of capital or as such partner' s distrib- utive share of partnership income an amount in excess of the excess of the Cumulative Allowed Distribution (as of the begin- ning of such year) over all prior such distributions to partners out of Earnings . Section 3 . 02 . Definitions . The following definitions shall be used for determining allowed distributions �under this Article III , but shall not affect determination of payments to the HRA under Article I : -12- � P'y- �9� . (�� - A. "Earnings" shall mean the net income from operation of the Project, determined on a cash basis (excluding receipts from refinancing, sale or disposition of all or part of the Project) . B. "Cumulative Allowed Distribution" shall begin at zero and shall be adjusted at the end of each calendar year commencing with the end of 1985 by adding to the Cumulative ,, Allowed Distribution an amount equal to eight percent {8%) of Eguity for such year. Section 3 .03 . Restriction Applies Only to Earnings. This Article III shall not restrict distributions from capital con- tributions or from sources other �than Earnings. � ART?CLE IV Regulation of Rents and Use Section 4. 01 . Rent Restrictions . Developer shall comply with such restrictions on rents as may be imposed by HUD-FHA, including any restrictions • imposed in any Regulatory Agreement between Developer and HUD-FHA. Section 4. 02 . Use Restrictions . The use of the Project shall comply with the restrictions contained in the deed from HRA to Mears Park Development Company, recorded with the Ramsey County Recorder as Document No. 2139828. The Project shall be designed and used primarily for housing purposes, but Developer may own and use other property for business, commercial, cultural or recreational purposes appurtenant thereto. There shall be no discrimination in the use of the Project because of race or religious, political or other affiliation. � Section 4. 03 . Construction and Operation. Subject to the restrictions contained in this Article IV, the Developer is authorized to construct, maintain and operate the Project and any -13- � . . (� �' �y-i�'1� appurtenant office or commercial space, and may enter into all contracts which Developer considers necessary or desirable for such construction, maintenance or operation, provided that neither the HRA nor City shall be deemed liable on any such contract. ARTICLE V Sale of Project or Termination of Exemption ,,� � Section 5 .01 . Payment on Conveyance or Dissolution. Upon conveyance of the Project by the Developer, (whether by sale, foreclosure, dissolution or otherwise) , or upon expiration of the Tax Exemption according to its terms, or termination of the Tax Exemption for any reason, after providing for payment of all amounts due under this Agreement and all operating expenses, taxes, Serviceable Debt (and accrued interest thereon) and after distribution to partners of the excess of Cumulative Allowed Distributions over all prior distributions to partners, all remaining cash which was derived from Earnings shall be paid into the general fund of the City of Saint Paul. This Section shall have no effect on funds derived from refinancing, sale or dis- position of all or part of the Project, which may be retained by the Developer or distributed in any manner determined by the Partnership, subject to the paramount rights of the City and HRA to collect amounts due hereunder and to enforce the Mortgage, as provided in Section 1.07. Section 5 . 02 . Status of Project. It is acknowledged that the Project is located within a city of the first class and in an area designated pursuant to Minn. Stat. § 462 .415, Subd. 6, and that therefore: A. The Developer is exempt under § 462 . 695�, Subd. 1, from the requirements of § 462 .651, Subd. 4. Such exemption shall in no way relieve or mitigate any liability imposed on the Developer under this Agreement. -14- � �� -�9Y B. In no event shall the Developer be required to pay any sums to HRA or City upon expiration or termination of the Tax Exemption or upon sale of the Project other than sums for Liability in Lieu of Taxes and interest thereon, as provided in this Agreement. C. It is agreed that Developer may not voluntarily termi- nate the Plan for Tax Exemption unless and until all amounts due ;,. to HRA and City under Articles I and II of. this Agreement have been paid in full . Section 5 . 03 . Boundary Adjustments . It is acknowledged that due to possible construction deviations, changes in the plans and specifications for the P"roject, or �other causes, the physical boundaries of the Project may differ from those described in Exhibit A. The Developer may at any time or times convey a portion of its property, or accept conveyance of other property, for the purpose of adjusting the property described in Exhibit A to conform to the physical boundaries of the Project � and appurtenant office and retail space as built. The term "Project" shall be deemed to include any property so accepted by the Developer (except any property accepted by the Developer and designed primarily for office or retail space) . No such con- veyance shall be deemed a conveyance, sale or transfer of an interest in the "Project" , nor shall any such conveyance be cause for acceleration of any indebtedness under this Agreement. ARTICLE VI Miscellaneous Section 6. 01 . Entire Agreement. This agreement expresses the entire agreement between the parties, and replaces any prior agreements, whether written or oral, relating to� the subject . matter of this Agreement. Section 6. 02 . No Warranties . Developer has made, and is making, no representations or warranties with respect to the -15- � � . . C (" k�l-i�1' amount of past, present or future cash flow,� property taxes or. other financial matters affecting the Project. Section 6 .03 . Successors and Assigns . The benefits and burdens of this Agreement shall bind and innure to the benefit of the successors and assigns of the parties hereto. Wherefore, the undersigned have set their hands on the date ;�, first written above. � Approved as to form: CITY OF SAINT PAUL By � BY City Attorney - HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL By ' BY JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP, By MEARS PARK DEVELOPMENT COMPANY Its general partner By THE BOISCLAIR CORPORATION Partner By Robert J. Bolsclair � President By ALPHA ENTERPRISES Partner By Patrick M. Ruhr Partner � . . C (� k�l-if1' amount of past, present or future cash flow,� property taxes or, other financial matters affecting the Project. Section 6.03 . Successors and Assigns. The benefits and burdens of this Agreement shall bind and innure to the benefit of the successors and assigns of the parties hereto. Wherefore, the undersigned have set their hands on the date ;�, first written above. • Approved as to form: CITY OF SAINT PAUL By � BY City Attorney - HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL By ' By JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP, By MEARS PARK DEVELOPMENT COMPANY Its general partner By THE BOISCLAIR CORPORATION Partner By Robert J. Boisclair � President By ALPFiA ENTERPRISES Partner By Patrick M. Ruhr Partner � . � �y iS� _ , STATE OF MINNESOTA) ) SS. COUNTY OF ) - The foregoing instrument was acknowledged before me this day of , 1983 by and , the and , respectively, of the Housing and Redevelopment Authority of the City of Saint Paul, a Minnesota public body corporate, on its behalf. ,,,. • Notary Public STATE OF MINNESOTA) ) SS. COUNTY OF ) , ... . � The foregoing instrument was acknowledged before me this day of , 1983 by and , the and , respectively, of the City of Saint Paul, on its behalf. Notary Public STATE OF MINNESOTA) ) SS . COUNTY OF ) ' The foregoing instrument was acknowledged before me this day of , 1983, by Robert J. Boisclair, Preident of The Boisclair Corporation, a Minnesota corporation, on behalf of the corporation, which is a general partner in Mears Park Development Company, a Minnesota general partnership, on behalf of the partnership, which is the general partner in Jackson Apartments Redevelopment Company Limited Partnership, a Minnesota limited partnership and redevelopment company, on behalf of said limited partnership and redevelopment company. Notary Public STATE OF MINNESOTA) ) SS . COUNTY OF ) The foregoing instrument was acknowledged before me.• this day of , 1983 , by Patrick M. Ruhr, partner in -17- � _ � � P�/i 9P' . � Alpha Enterprises, a South Dakota partnership, on behalf of the partnership, which is a general partner in Mears Park Development Company, a Minnesota general partnership, on behalf of the partnership, which is the general partner in Jackson Apartments Redevelopment Company Limited- Partnership, a Minnesota limited partnership and redevelopment company, on behalf of said limited partnership and redevelopment company. Notary Public ,,,. � -18- � � � C _ �` �y i�d� Appendix to Redevelopment Com�anv Contract Index of Definitions All references to Sections and Recitals refer to the Redevelopment Company Contract to which this Appendix is attached. Term Reference Base Tax §1.04(G) �" Basic PILOT Amount §1.04(C) (ii} Bonds Recital C . Cash Flow §1. 04(A) Cumulative Allowed Distribution §3 .02(B) Cumulative Distribution Pay.ment §1.04(C) (v) Cumulative Liability Account §1 . 03 (A) Cumulative PILOT Amount §1.04(C) {iii) � Distribution Deficit Amount §1.04(D) Earnings §3 .02(A) Equity §1.04(B) Exempted Tax §1.01 Final Endorsement Recital C HUD-FHA Recital C -- HUD-FHA Loan Recital C �..,... ':r HUD-FHA Mortgage Recital C .-; .�...�......�....�..�...._..�,..�......,.... � In Effect (re: Tax Exemption) §1.04(E) Levied §1. 04(F) Liability in Lieu of Taxes §1.02 Mortgage §1 . 06 Original Term Recital C Plan for Tax Exemption Recital E Priority Distribution Amount §1. 04(C) (i) Project Recital B Secondary Distribution Amount §1 .04{C) (iv) Serviceable Debt §1. 04(H) Surplus Amount §1 . 04(C) (v) Surplus Funds Acccount §2 . 01 Tax Exemption � Recital E ' -19- . � �y-�4t� JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP " LIMITED PARTNERSHIP AGREEMENT AND � CERTIFICATE OF LIMITED PARTNERSHIP THIS LIMITED PARTNERSHIP AGREEMENT , AND CERTIFICATE OF �� LIMITED PARTNERSHIP entered into as of this 28th day of December, 1983, by and among MEARS PARK DEVELOPMENT COMPANY (Address: Suite 350, 2925 Dean Parkway, Minneapolis, Minnesota 55416) , a Minnesota General Partnership, as General Partner and James B. Druck (Address: 1925 Saunders, St. Paul, Minnesota 55116) as Limited Partners: W I T N E S S E T H T H A T : ARTICLE I Section 1.1 Formation of Partnership. The parties, all of ' whom are of full age and .are citizens of the United States and residents of the State of Minnesota, do hereby confirm the formation of JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP, � (the "Partnership" ) , organized under and whose business is to be conducted to comply with the provisions of the Uniform Limited Partnership Act (1976) as in effect on the date hereof in the State of Minnesota, the state in which the :Part- nership has offices and does business. The Partnership shall be a redevelopment company within � the meaning of Minn. Stat. Sections 462 .415-462 .705 upon the filing with the Secretary of `'� State of the consent of the Commissioner of Energy and Economic Development. The parties agree that they shall promptly file this Limited Partnership Agreement and Certificate of Limited Partnership and any additional or supplemental certificates of � . � ,��1-i9Y limited partnership that may be required, � in the appropriate offices of the State of Minnesota, and that they shall comply with the other provisions and requirements of the Uniform - _ Limited Partnership Act (1976) as in effect in Minnesota, which � Act shall govern the rights and liabilities of the Partners, except as herein or otherwise expressly stated. Section 1.2 Name, Office and Agent. The Partnership is ,, and shall continue to be conducted under• the name of JACKSON APARTMENTS REDEVELOPMENT COMPANY. The principal office and place of business of the Partnership is and shall continue to be located at Suite 350, 2925 Dean Parkway, Minneapolis, Minnesota 55416 or such other place as the General Partner may from time to time determine: The agent for service of process is and shall continue to be Mears Park Development Company, Suite 350, 2925 Dean Parkway, Minneapolis, Minnesota 55416. Section 1.3 Purposes and Powers. The purpose of the business to be carried on by the Partnership shall be to acquire one or more areas under a plan or plans and to construct, own, maintain, operate, sell and convey the Project, pursuant to the ' terms and provisions of Minn. Stat. §§ 462 .415-462.705, as amended from time to time, and to do all things reasonably incident thereto, including borrowing money for Partnership purposes, securing such borrowings by mortgage, pledge or other lien, entering into an agreement with the Housing and Redevelopment Authority of the City of Saint Paul for the making of payments in lieu of taxes, and selling, leasing or otherwise disposing of such project at any time, subject to the limita- tions of Section 1.8 . � Section 1.4 Sale, Exchange, Lease or Other Disposition or Refinancing of the Project. The General Partner may, at any time without consent of the Limited Partners, sell, lease, sub-lease, assign, exchaxige or -2- . , . , : . �� 4Y otherwise transfer or convey all or substantially all of the assets of the Partnership, or any part thereof provided, that so long as Minn. Stat. Sections 462 .425 - 462.705 shall remain : ; appliCable to the Project, the real property of the Partnership shall not be sold, tranferred or assigned except as permitted by the terms and provisions of such Sections 462.415 to 462 .705. Upon compliance with the provisions of Minn. Stat. Section 462 .695, the property may be conveyed in fee as provided in that ;�,, Section. • Section 1.5 Term. The Partnership shall commence on the date hereof and shall continue in full effect until December 31, 2023, and thereafter by mutual consent of all Partners, unless sooner dissolved and terminated as� herein provided. Section 1. 6 Residence. All Partners have full legal authority to enter into this Agreement. The Lim�ted Partners are residents of the State of Minnesota and citizens of the United States. Section 1.7 Redevelopment. The Partnership has been � organized to serve a public purpose and shall be and remain subject to the supervision and control of the commissioner of energy, planning and development, authorities and governing bodies, as provided in Minn. Stat. §§ 462 .415 to 462.705, so long as such sections apply to any Project of the Partnership. All real and personal property acquireci by the Partnership and all structures erected by the partnership shall be deemed to be acquired or created for the promotion of the purposes of Sec- tions 462 .415 to 462 .705. .�.' Section 1 .8 Special Limitation. (a) Upon the Partnership becoming a redevelopment company under Minn. Stat. § 462 .415 - 462 .705, the Partnership shall not have the power to: -3- _ . ��9� (i ) Acquire any real property or interest therein (other than an option to purchase) for the Project until the approval of that acquisition by the City of Saint :_ Paul. (ii) Cause the total of its paid in capital, debentures, mortgages and bonds to exceed Total Actual Final Cost. ,�, (iii) Enter into contracts for the payment of salaries to officers or employees, except subject to the approval of the Commissioner of Energy and Economic Development, or for the construction or for the sub- stantial= repair, improvement or operation of the � Project, -except subj�ect to the approval of the Housing and Redevelopment Authority of Saint Paul. (b) The restrictions on the powers of the Partnership shall not affect the validity of any action taken or contract entered into by the Partnership, but may be enforced by in- junctive relief. ' ARTICLE II CAPITAL Section 2 .1 Capital of the Partnership. The capital of the Partnership shall be the aggregate amount of the cash and the agreed value of property contributed by the Partners. The total capital contributions required under this Article shall be the amount determined to be necessary by the General Partner, but shall not exceed the excess of Total Actual Final Cost over . �- the Mortgage Amount. • Section 2 .2 General Provisions (a) This Agreement shall be amended from time to time to reflect the withdrawal or admission of Partners, any char�ges in -4- , , py-�y�' the Partnership Interest of any Partner arising from the trans- fer of any part of a Partnership Interest to or by such Partner and any changes in the amounts contributed or agreed to be . contributed. No additional Partners shall be admitted to the Partnership except as provided in Section 2 .7 or as otherwise expressly provided herein; (b) A capital account shall be established for each Part- �� ner and shall be credited with the amounts of his capital con- tributions to the Partnership from time to time. Such capital accounts shall be adjusted from time to time to reflect dis- tributions to each Partner, and to reflect each Partner' s share of income or loss, in accordance with the Regulations under Section 704 of the Internal � �Revenue Code. Any Partner, in- cluding any Additional or Substitute Partner, who shall receive an interest in the Partnership or whose Partnership Interest shall be increased by means of the transfer to him of all or part of the Partnership Interest of another Partner, shall have a capital account which has been appropriately adjusted to reflect such transfer. (c) Any Partner who •shall acquire any Partnership Interest by means of the transfer to him of all or any part of the Part- nership Interest of any other Partner shall, with respect to the Partnership Interest so transferred to him, be deemed to be a Partner of the same class as his transferror. (d) No Limited Partner shall be liable for any of the debts of the Partnership or be required to contribute any capi- tal or lend any funds to the Partnership other than as expressly provided in Section 2 .3 . No General Partner shall have any • liability or obligation for the repayment of the capital con- tributions of any Limited Partner. -5- � �. . . ��-�s� (e) No interest shall be paid on any� capital contributed to the Partnership. Section 2 .3 Capital Contribution by Limited Partner. � (a) The Limited Partner shall be required to make as capital contributions the sum of $1, 000,000.00 to the Partner- ship on or before the later of (i ) June 1, 1985 or (ii) the date ,�,, on which the Partnership receives final endorsement from I�iUD with respect to insurance of the mortgage loan by which the Project is financed. (b) If any Limited Partner shall fail to make any payment of his capital co�tribution within twenty (20) days after the date by which the same is required to be made, such Limited Partner shall be in default and his Partnership Interest shall be subject to purchase pursuant to Section 2.3(c) . (c) If any Limited Partner shall fail to make any partial payment of his capital contribution within twenty (20) days after the due date therefor, the Partnership Interest then held .by such Limited Partner shall thereafter be subject to purchase as set forth herein. The General Partner promptly shall give notice thereof to all of the other Partners, stating the amount of the Partnership Znterest which is available for purchase. Within forty-five (45) days after such notice is �given, any or all such other Partners may elect, by notifying the Partnership of such election, to purchase such Partnership Interest. If more than one of such Partners elect to purchase such Partner- ship Interest such Partnership Interest and the purchase price therefor shall be allocated among them pro rata on the basis of their respective interest in the Partnership income, profits, � gains and losses, and the Partnership shall notify promptly each such Partner of the amount of the Partnership Inte=est to be purchased by him and the purchase price therefor. The purchase -6- � � Py-is�' price for such Partnership Interest shall b�e an amount equal to ten percent (10%) of the sum of all partial payments of capital contribution actually made by the defaulting Limited Partner (the "Defaulting Partner" ) reduced by the amount of any cash distribution paid to the Defaulting Partner by the Partnership and attributable to such Partnership Interest and shall be payable to him on or prior to the thirtieth (30th) day next following the date on which one or more of the Partners exer- ;,; cises this option to purchase such Partn�rship Interest. Any Partner purchasing any Partnership Interest pursuant to this subsection 2 .3 (c) , shall become the owner thereof and shall assume in writing all the obligations of the Defaulting Partner with respect thereto, effective as of the date upon which such Partnership Interest became subject to purchase, and shall pay to the Partnership, at the time or times and subject to the terms and conditions provided for in Section 2 .3 hereof the subsequent partial payments of capital contribution required to be made with respect to such Partnership Interest so purchased. The assignment of any Partnership Interest pursuant to this subsection 2 .3 (c) shall be effected as of the date upon which such Partnership Interest became subject to purchase, auto- matically upon payment o� the purchase price therefor, without the necessity of any action on the part of the Defaulting Part- ner. Each Limited Partner agrees that if all or any portion of his Partnership Interest is purchased pursuant to this subsec- tion 2 .3 (c) , he will execute all instruments required by the Partnership or the purchasing Partner for the purpose of con- firming or evidencing the assignment of such Partnership Inter- ests . In recognition of the limited marketability of such defaulted Partnership Interest, each Limited Partner agrees that the procedure outlined in this subsection 2 .3(c) is a commer- • � cially reasonable manner of disposition upon default. In the event Limited Partner fails to make a capital contribution in the amount or at the time set forth above, then, as liquidated damages, the sole remedy in the event of such default shall be -7- , . _ �y��l sale of the Limited Partner' s interest in tihe manner set forth above and Limiteci Partner shall have no personal liability for his failure to make any capital contribution required herein. _ (d) Notwithstanding the provisions of Section 9 .1 of this Agreement, all notices and other communications required or permitted to be given pursuant to this Section 2 .3 to any Limi- ted Partner shall be sent by United States registered mail, return receipt requested, and shall be effective only upon the I �� receipt thereof by such Limited Partner; provided, however, that such notice need not be given to any Limited Partner who has actual notice of the facts contained in such notice. . Section 2 .4 -Capital Contrib�ition by Gerieral Partner. The General Partner shall contribute capital to the Partnership at the same times and in the same amounts as are required of the Limited Partner under Section 2 .3(a) . Any other payments by the General Partner shall be deemed demand loans bearing interest at such rate as the General Partner shall determine under Section 2 . 5 . . Section 2 . 5 Partnership Borrowinas . The Partnership may borrow sums for Partnership purposes from any source, in- cluding any Partner, at any time, and may agree to pay interest at any rate not in excess for the then prevailing market rate for comparable loans. The Partnership may pledge, as security therefor, any assets of the Partnership. The signature of the General Partner shall be sufficient evidence of the authority and propriety of any borrowing, and any lender may rely thereon. For purposes of this section, borrowing to enable the Partner- ship to pay the General Partner any proper fees shall be deemed . . � to be borrowing for Partnership purposes . No Limited Partner shall have any personal liability with respect to any indebted- ness of the Partners for borrowed money. The General Partner shall have no obligation to loan or otherwise advance or con- tribute tunds to the Partnership or to borrow funds on hehalf of the Partnership. -8- � py�� Section 2.6 Loans to Partnership: No Interest on Capital . The Partners may make voluntary loans to the Part- nership from time to time, as authorized by the General Partner, -. and any such loans shall not be treated as contributions to the capital of the Partnership for any purpose hereunder, nor en- title such Partner to any increase in his share of the profits and losses and cash distributions of the Partnership; but the Partnership shall be obligated to such Partner for the amount of :,, any such loans, with interest thereon at a rate as determined by the General Partner, in its absolute discretion, not to exceed the highest legal rate which may be charged for such loan in the jurisdiction(s) whose law might govern such loan. Such loans shall be repaid in the manner and at times determined by the General Partner in its sole discretion. No� interest shall be paid by the Partnership on the contributions to the capital of the Partnership by the Limited Partners, as reflected in their capital accounts from time to time. No Partner shall have any duty to any other Partner to make any such loans . Any interest paid to a Partner (but not to an Affiliate) shall be deemed a "distribution" for purposes of Section 4.4(a) . Section 2 . 7 Additi.onal Capital Contributions. No partner shall be required to contribute any additional capital to the Partnership, nor to contribute the amount of any negative capital account of such partner. Section 2 .8 Admission of Additional Limited Partners . Th� General Partner shall have the power and authority to admit additional limited partners to the partnership. Such • additional limited partners shall assume a specified percent of the obligations of the undersigned Limited Partners to make capital contributions, and shall receive a like percentage of -9- . � � �y-i9Y the rights and benefits of the undersigned Limited Partners under this Agreement. ARTICLE III RIGHTS, POWERS AND DUTIES OF PARTNERS Section 3 .1 Management of Partnership Business . ,�, (a) The General Partner shall : � (1 ) have the exclusive management and control of the business of the Partnership; � (2 ) diligently and �faithfully devote such of its time to the business of the Partnership as may be necessary; (3 ) file and publish all certificates, statements, or other instruments required by law for formation and operation of the Partnership in all appropriate jurisdictions; (4) cause the Partnership to carry adequate public 'liability, property damage and other insurance; (5 ) call special meetings of the Partners when deemed desirable by the General Partner. Section 3 .2 Powers of General Partner. The General Part- ner shall have all necessary powers to carry out the purposes, business and objectives referred to in Section 1.3 , and shall possess and enjoy all the rights and powers of partners of a �� partnership without limited partners , except as otherwise pro- � vided by Minnesota Law or expressly provided to the contrary in this agreement. -10- � � �'�/-i9� Section 3 .3 Authority and Delegation by General Partner. (a) The General Partner acting for and on behalf of _ the Partnership in extension and not in limitation of rights and powers given by law or by the other provisions of this Agree- ment, shall, in its sole discretion, have the entire right, power and authority in the management of the Partnership busi- ness to do any and all acts and things necessary, proper, con- ;,,. venient or advisable to effectuate the purposes of the Partner- ship. All decisions made for or on behalf of the Partnership by the General Partner shall be binding upon the Partnership. No person dealing with the General Partner shall be required to determine its authority to make any undertakings on behalf of the Partnership, nor to dete'rmine any facts of circumstances bearing upon the existence of such authority. (b) The General Partner may delegate all or any of its powers, rights and obligations hereunder and may appoint, employ, contract or otherwise deal with any person on the trans- action of business of the Partnership which person may, under supervision of the General Partner perform any acts or services for the Partnership as the General Partner may approve. Secti�ir�3 .4 —� Limited-�Partners. To the fullest extent per- mitted by law, the Limited Partners hereby consent to the exer- cise by the General Partner of the powers conferred on it by this Agreement. No Limited Partner shall participate in, or have any control over, the Partnership business, or have any right or authority to act for or to bind the Partnership. Section 3 . 5 Dealings with Partnershi . The General . - Partner and its affiliates, may deal with, perform services for, and sell goods to the Partnership without limitation. -11- � � , ky- ifl� Section 3 .6 Reimbursement to the General Partner. The Partnership shall reimburse the General Partner and its af- filiates for any expenditures of its own funds for Partnership _ :_ purposes in connection with the formation and operation of the Partnership. Section 3 .7 Other Activities of General Partner. The General Partner and its affiliates may, during the term of this ,,; Partnership, engage in and possess an interest for its own account in other business ventures of every nature and des- cription, independently, or with others, including, but not limited to, the ownership, financing, leasing, operation, man- agement, syndicati-on, brokerage investment in and development of real estate (unles�s otherwise"specified) ; and neither the Part- nership nor any Partner, by virtue of this Agreement, shall have any right in and to such independent venture or any income or profit derived therefrom. ARTICLE IV PROFITS AND LOSSES : DISTRIBUTIONS Section 4. 1 Profits and Losses. (a) Commencing with the date hereof, all income, lss, gain, deductions and credits of the Partnership shall be deter- mined as of the end of such fiscal year and allocated as of that date to the Partners of record at the end of each fiscal year as follows : ( 1 ) For each fiscal year or port�on thereof, 50% of • each item shall be allocated to the class comprised of the Limited Partners. -12- _ ky- i�1� Section 3 .6 Reimbursement to the General Partner. The Partnership shall reimburse the General Partner and its af- filiates for any expenditures of its own funds for Partnership _ . purposes in connection with the formation and operation of the Partnership. Section 3.? Other Activities of General Partner. The General Partner and its affiliates may, during the term of this -,, Partnership, engage in and possess an interest for its own account in other business ventures of every nature and des- cription, independently, or with others, including, but not limited to, the ownership, financing, leasing, operation, man- agement, syndicati�n, brokerage investment in and development of real estate (unles�s otherwise� �specified) ; and neither the Part- nership nor any Partner, by virtue of this Agreement, shall have any right in and to such independent venture or any income or profit derived therefrom. ARTICLE IV PROFITS AND LOSSES : DISTRIBUTIONS Section 4. 1 Profits and Losses . (a) Commencing with the date hereof, all income, lss, gain, deductions and credits of the Partnership shall be deter- mined as of the end of such fiscal year and allocated as of that date to the Partners of record at the end of each fiscal year as follows : ( 1 ) For each fiscal year or portion thereof, 50% o£ • � each item shall be allocated to the class comprised of the Limited Partners . -12- . . P'y-��' (2 ) For each fiscal year or portion thereof, 50% of each item shall be allocated to the class comprised of the General Partner. _ _. (b) The profits, losses, income, gain and deductions of the Partnership shall be allocated 50% to the Limited Partner and 50% to the General Partner. ,, (c) The net income or loss of the Partnership allocated among the Partners shall be credited or charged, as the case may be, to their respective capital accounts as of the clate as of which such profits and losses are to be determined. � (d) .�11 profits and lasses' of the Partnership shall be determined in accordance with the accounting methods followed by. the Partnership for federal income tax purposes . Section 4.2 Distributions of Cash Funds . The General Partner shall distribute to the Partners at convenient periodic intervals in the manner and in the amount hereinafter provided, the Cash Funds of the Partnership available for distribution. The term "Cash Funds of the Fartnership available for distribu- tion" means all cash funds generated by the Partnership (other than- the pro�eeds'of-any ��ale or disposition��or financing of the . Partnership) , less current charges and expenses (including fees paid to General Partner) , reasonable reserves for working cap- ital, contingencies, capital improvements and replacements, and expenditures for necessary capital improvements in excess of reserves . The General Partner shall designate a record date, which need not be communicated to the Partners, to determine Partners entitled to receive cash distributions, which date . snall not be less than ten nor more than fifteen days before such distributions . Cash Funds shall be distributed 50% to the Limited Partner and 50% to the General Partner. -13- Py^�sr Section 4.3 Other Distributions. Prior to termination of the Partnership all cash available for distribution from all sources during the term of the Partnership shall be distributed - - in accordance with Section 4.2 hereof. Cash available from any sale or refinancing of the Project shall be distributed in accordance with Section 6.4 hereof. Section 4.4 Limitations on Cash Distributions . ,,. � (a) After providing for all expenses, taxes or payments in lieu of taxes, and assessments, there shall be paid annually out of the Earnings of the Partnership to the Partners a sum which, when cumulated wi�h all such prior distributions (whether as a distribution under- Section 4.2 �or as interest to a Partner under Section 2 . 6 ) to Partners causes such cumulated total to equal the Allowed Cumulative Distributions. (b) Distributions from cash not derived from earnings shall not be restricted by Section 4.4(a) . (c) Earnings means the net earnings in a calendar year • from the operationof the Project (excluding proceeds of refinan- cing, sale or other disposition of all or part of the Project) -- ----.. ._ ._ � _ ._ _ .__ determiried-on a-casti-basis-without deduction for depreciation, and after deduction for any sum required to be paid to the City of St. Paul against deferred taxes . (d) Allowed Cumulative Distributions for a calendar year means the amount equal to the total of amounts equal to 8% of Invested Capital or Equity for each calendar year from and including 1984 to and including such calendar year. • � (e ) Invested Capital or Equity for a calendar �Tear means the total capital contributions made or required to be made by Partners through the end of such calendar year, including amounts secured by letters of credit provided by any partner. -14- � � �y-��' ( f) No distribution of cash from operation of the Project shall be made which would violate the terms of any agreement with the City of Saint Paul, the Housing and Redevelopment _ Authority of Saint Paul, or the United States Department of Housing and Urban Development. Section 4.5 Retirement of Debt and Capital . Mortgage indebtedness and capital of the Partnership may be retired if, �„ as and when there shall be funds availab�e for such purpose. Section 4. 6 Maximum Share of Capital and Profits. Not- withstanding any other provision of this Agreement, the General Partner shall in no event have greater than a 50% share in the capital or profits of the Paftnership, as determined under the Internal Revenue Code of 1954, as amended. ARTICLE V CHANGES IN GENERAL PARTNERS Section 5 . 1 Retirement or withdrawal . (a) No General Partner shall Retire or Withdraw from the Partnership unless: (1 ) there shall be a remaining General Partner ac- ceptable as the sole General Partner to at least 100% in in- terest of the Partners, or (2 ) a substitute General Partner is provided in accordance with this Article V. (b ) If there would be no remaining General Partner upon Retirement or withdrawal of a General Partner, said Retirement or Withdrawal shall not be effected or effective prior to the date when a substitute General Partner is provided in accordance with this Article V. -15- � � - � Py-iQ�' (c) Except as above provided, a General Partner' s Retire.- ment or Withdrawal from the Partnership shall be deemed to occur on the date of Retirement or Withdrawal stated in a notice given - -. by him to the other Partners, which date of Retirement shall be at least 30 days after such notice is given. Section 5 .2 Admission of Substitute General Partner. No ,�,, person shall be admitted as a substitute General Partner without the consent of all of the Limited Partners. Section 5 .3 Substitute General Partner. � (a) Upon the- Withdrawal �of a General Partner, the business of the Partnership shall be continued by the remaining General Partner who shall use their best efforts to secure a substitute General Partner to take the place of the Withdrawing General Partner. (b) If a General Partner shall Withdraw contrary to the provisions of this Article V due to the operation of law or • causes beyond its control, and if there then would be no re- maining General Partner, the Limited Partners may, by unanimous actib�r;�i��ier�.._�_._._. - --- - -.. - --. . .__._.__.. .. - ---�- (1 ) Select a substitute General Partner who shall be admitted to the Partnership concurrent with the Withdrawal so that the Withdrawal shall not cause a dissolution or termination of the Partnership, or (2 ) Elect one or more of their number to become • � substitute General Partner so that said Withdrawal shall not cause a dissolution or termination of the Partnership. Section 5.4 Assignment of Entire Interest of General Fart- ner. No entire General Partnership Interest sha�l be transfer- red, sold, alienated or assigned, given, bequeathed or otherwise -16- � � � �l-i9Y disposed of, whether voluntarily or by operation of law, or at judicial sale or otherwise, except in accordance with this Article V. Section 5 . 5 Notice. Upon the Withdrawal of a General � Partner for reason other than Retirement, notice of such With- drawal shall promptly be given to the Limited Partners. :,, Section 5 . 6 Liability of a Withdrawing General Partner. If the business of the Partnership is continued after the With- drawal of a General Partner the Withdrawing General Partner shall remain liable for all obligations and liabilities incurred by him while a member of the Partnership. A Withdrawing General Partner shall not incur any db�ligation or liability on account of the business of the Partnership or the activities of the General Partner after his Withdrawal . Section 5 . 7 Admission of Additional General Partner. Additional General Partners may be admitted without the consent of the Limited Partners, and upon such admission the interest of the General Partners may be assigned, sold, diluted or otherwise modified without the consent of the Limited Partners. ARTICLE VI DISSOLUTION: SUCCESSOR ENTITY AND LIQUIDATION Section 6 .1 No Dissolution. The Partnership shall not be dissolved and its affairs shall not be wound up by the admission or withdrawal oz Partners, including: (a) �r.e admission of Substitute or Additional General Partners; or -17- , , _ . �y-�9Y (b) the Withdrawal of a General Partner provided a General Partner still remains (or a Substitute General Partner is ad- mitted) . - .. Section 6.2 Events Causing Dissolution. The Partnership shall be dissolved and its affairs wound up upon: (a) the sale of all or substantially all of its assets; or � . (b) the Withdrawal of a General Partner if no General Partner remains unless a substitute General Partner is selected pursuant to Article V; or � (c) the expi�ation of its� term; or � (d) the occurrence of any event which, under the laws of the State of Minnesota shall dissolve the Partnership. Section 6 .3 Dissolution. Upon the dissolution of the Partnership and winding up of its affairs, the Certificate of Limited Partnership of the Partnership shall be cancelled in • accordance with the provisions of the applicable partnership law of the_ State _of_Minnesota, and the remaining General Partners or -any o�Izem;or Tt l�e`person or persons required by law to carry out the winding-up of its affairs, shall promptly notify all the Partners of such dissolution. Section 6.4 Liquidation. After adequate provision shall be made for the payment of the debts and obligations of the Partnership including any unpaid fees, loans or other sums to the General Partner, the remaining assets of the Partnership � -- shall be distributed as follows : _.. �.,.._ �...._.. -. (a) First,� toJ ��the City of Saint Paul pursuant to the Redevelopment Company Contract between the City and the Partner- -18- � � ��' ship, which Redevelopment Company Contract shall comply with Minn. Stat. § 462 .591, Sud. 3 . (b) Second, such assets shall be distributed 50% to General Partner and 50% to Limited Partner. (c) Notwithstanding the above, the General Partner shall not have greater than a SO% interest in the capital or profits ,. of the Partnership. . If any assets of the Partnership shall be distributed in kind such assets shall be distributed on the basis of the then fair market value thereof (as determined by an independent appraiser who shall be a member of the �American Institute of Real Estate Appraisers selected by the General Partner, and such assets shall be distributed to the Partners entitled thereto as ten- ants-in-common in accordance with their respective interests therein. ARTICLE VII ASSIGNMENT OF LII�IITED PARTNERSHIP INTEREST _..��5e o , .'�'�'s i ariment.—_r.�___ .__._ .. � �..._ _. (a) The Partnership Interest of a Limited Partner may be assigned only as permitted by the provisions of this Article VII . Neither the Partnership nor any Partner shall be bound by any such assignment until a counterpart of the instrument of assignment, executed and acknowledged by the parties thereto, is delivered to the Partnership. • " (b ) No part of the Partnership Interest of a Limited Partner may be assigned'�or�t`ransferred^to a minor or incompetent except to a trust for the benefit of a minor or an incompetent -19- ��-i9� who is a member of the assigning Limited � Partner's Immediate Family. (c) The assignment or sale of a Limited Partnership In- terest or the admission, Withdrawal or bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. No Limited Partner shall have the right to have the Partnership dissolved or to have his capital contribution returned except as provided in this Agreement. , ' (d) No Partner may sell, assign, transfer or convey any portion of his Partnership Interest if such sale, assignment, transfer or conv�yance shall operate to terminate the Part- nership for Federal Income Tax� purposes pursuant to Section 708 of the Internal Revenue Code, without the written consent of all other Partners . Any sale, assignment, transfer or conveyance contrary to the terms of this subparagraph shall not be ef- fective. Section 7 .2 Consent and Right of First Refusal . • (a) Except as otherwise provided in this Agreement, no Limited Partner shall transfer, sell, assign, give or otherwise 3i'spose o is ar ners ip Inte`rest or a part thereof, whether � voluntarily or by operation of law, or at judicial sale or otherwise, to any person, unless such Limited Partner first (i) obtains the consent of the General Partner to do so; (ii ) pro- vides a legal opinion to the General Partner regarding such matters as the General Partner deems prudent; and (iii ) notifies all the Partners of his intention to do so and offers to sell in writing such Partnership Interest or such part thereof to the • General and Limited Partners at a price and upon terms, speci- fied in such offer, which are no less favorable to such Partners ..._�-:.�,_..._._r....r,._..�,...,�..-..._._.. than those upon which such Limited Partner certifies he is willing to sell to a third party whose name and address shall be specified in such offer. TYie General Partner may require evi- . . -- - - --- - �- - . _ _ . - -..� - �-�.-�_ -____ -20- � �y-�9�' dence that a bona fide offer, at the price� and upon the terms specified in such offer, has been made by such third party to such Limited Partner. Within 30 days after the receipt of such = .. notice one or more of the � General and Limited Partners may accept such offer by notifying such Limited Partner of such acceptance, and if more than one of the Partners so accepts, the Partnership Interest or part thereof intended to be sold shall be proportionately apportioned among the Partners so accepting. Promptly thereafter such sale shall be consummated in accordance I � with the terms of the offer. If the General Partner consents, and if such offer is not accepted within such 30 day period, such Limited Partner may, within 45 days after the end of such 30 day period, dispose of his Partnership Interest (or part thereof intended to be sold) • •to �he third party named in such offer and at a price and on terms not less favorable to such Limited Partner than those upon which such Partnership Interest or part thereof were offered to the Partners . If such Part- nership Interest or part thereof is not disposed of within such 45 day period, it shall again become subject to the restrictions of this Section 7 .2 . (b ) The provisions . of Section 7.2(a) shall not apply to any transfer `or assignment of the Partnership Interest of a �-- �-�deceas~�—eT-�r�a�`t��mite�-�Par"t"ner't'o""'fiis�-I�egaT repre- sentative or by such a legal representative to accomplish any transfer or assignment described under Section 7. 1(c) . (c) The provisions of Section 7. 1(a) shall not apply to the pledge, mortgage or hypothecation by a Limited Partner of all or a part of his Partnership Interest, but such provisions _ shall apply to a foreclosure of, or other realization upon, any � such pledge, mortgage or hypothecation. No such pledge, mort- gage or hypothecation shall be made unless the pledgee shall agree, �in writi�ig;'"�'o�e�ound�y the provisioris of this Section 7 .2 . _ _ _ . _ _ ----- -- _ - ._.__._. �.:.;�..�..7.;_.,.�-- _. .. .. .. _. _ . . . --- �:.. ..- -_� . , . .--__ ._ ..;.z�...,,. _ _ -_ _._. . _. -21.- � � � �y�-�s�' (d) No Assignee of a Partnership Interest, whether or not admitted to the Partnership in accordance with Section 7.3, shall have the right to make any further assignment of such _ � Partnership Interest, except pursuant to the terms of this Ar- ticle VII . Section 7.3 Admission. No assignee o£ aIl or part of the Partnership Interest of any Limited Partner shall have the right ,, to become a Substitute or Additional Limited Partner unless (i ) his assignor has stated such intention in the instrument of assignment, (ii ) the General Partner has consented to such admission, and (iii ) the assignee has executed an instrument satisfactory in form and substance to the General Partner, whereby such assignee accepts ' �nd 'agrees to be bound by all the terms and provisions of this Agreement. The admission of a substitute or additional Limited Partner may be effected without the consent of any of the Limited Partners . Upon admission of Additional Limited Partners, the Partnership interest of that Limited Partner shall be amended, diminished, modified or diluted in any manner deemed necessary or desirable by the General Partner. Upon such admission this Agreement shall be •amended in any manner deemed necessary by the General Partner for the benefit of the Project or the Partnership. Such mod- ification shall include amendments resulting in payment of fees to the General Partner or any affiliate thereof for services rendered to the Partnership. The failure or refusal of the General Partner to consent to any such admission shall not effect the validity and effectiveness of any such instrument of assignment delivered �to the Partnership as an assignment of the right to receive Partnership profits, losses or distributions with respect to the Partnership Interest or part thereof trans- • ferred. At the time of admission of a substitute or additional Limited Partner, the Partnership may require the payment of a sum to reimburse it or to provide it with funds, for the payment of any reasonable expenses in connection with such admission, including the expenses of preparing an amendment to this Agree- -22- � � � ��-�9�` ment and the expenses of preparing and filing an amendment to the Certificate of Limited Partnership. ARTICLE VIII FISCAL MATTERS Section 8 . 1 Books and Records . The General Partner shall ,�, maintain full and accurate records and boo,ks of account of the Partnership at the Partnership ' s principal place of business, showing all receipts and expenditures, assets and liabilities, profit and losses, and all other records necessary for recording the Partnership ' s business and affairs, including those suffi- cient to record the allocati�ns and distributions provided for in Article IV. The books of the Partnership shall be kept on an accrual basis except as otherwise determined by the General Partner. Each Partner and his duly authorized representatives shall at all times during regular business hours have access to and may inspect and copy any of such books and records . Section 8.2 Fiscal Year. The fiscal year of the Partner- ship shall be the calendar year except as otherwise determined by the General Partner. Section 8 .3 Reports . Annual statements showing the income and expenses of the Partnership for the fiscal year and the balance sheets thereof as at the end of such year shall be prepared by the Auditors. Each Partner shall be furnished copies of such statements of income and expenses and of such balance sheets; and commencing in 1982, they shall receive a certificate of the Auditors covering the results o{ such audit. � � The General Partner shall supply the Limited Partners with quarterly financial information in customary and timely manner and annual tax"—informa�ion �on or -before �T+Iarch 15 in the year subsequent to the taxable year. . .. .:_. -- —.sz=-'_ -.k. _.,.,.�,�<_�:_.�»- .. ,-.:-_ -23- . � � �� 9l Section 8.4 Bank Accounts and Investmel�t of Funds. All funds of the Partnership shall be deposited in its name in such � checking and savings accounts or time deposits or certificates - -. of deposit as shall be designated by the General Partner from time to time. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate. The Part- nership may invest funds in such short term obligation (maturing within one year) as shall be selected by the General Partner. � � � � Section 8 .5 Accounting Decisions . All decisions as to � accounting matters, except as specifically provided to the ` contrary herein, shall be made by the General Partner in accord- - ance with generally� accepted accounting principles consistently applied. Such decisions shall he aECeptable .to the Auditors, as to whether such decisions are in accordance with generally accepted accounting principles. Section 8. 6 Federal Income Tax Elections. In the event of a transfer of all or a part of the Partnership Interest of any Partner, at the General Partner' s discretion, the Partnership shall elect pursuant to Section 754 of the Internal Revenue Code of 1954 (or corresponding provisions of future law) to adjust the basis. of the assets of the Partnership. � ^ � �Y _ ARTICLE IX AMENDMENT Section 9. 1 Amendment. This partnership agreement may be amended by the consent of the General Partner and of 1/2 by : number of the Limited Partners, or as otherwise provided herein. �_ . _._�_..........,.....� ...�__,�.,,._... ----l--�--y----�--r-- __ __ _ ...._....�: ..._____- ._.. _--- �j:,.sarar�-�-�r+�r:�,:--r�--- - _ .. -_ . _._.........- ., : -�•�-,.i�"!"-'.x'"`"��....--:- . _- _ -24- � �-��' ARTICLE X � GENERAL PROVISIONS Section 10 . 1 Notices . Except as otherwise provided in this Agreement, any and all notices, consents, waivers, direc- tions, requests, votes or other instruments or communications provided for under this Agreement shall be in writing, signed by the party giving the same and shall be deemed properly given ,�, only if sent by registered or certified , United States mail, postage prepaid, addressed: (a) in the case of the Partnership or the General Partner to the Partnership or the General Partner, as the case may be, at the principal place of business' of the Partnership, or (b) in the case of any General Partner individually, or any Limited Partner, to such Partner at his address set forth in Exhibit A hereto. Any such notice so given (except for all notices required or permitted pursuant to Section 2 .3 ) shall be deemed to have been received as of the date on which it was mailed. Each partner may, by notice to the Partnership, specify any other address for - - the- -�e�eipt�-vf--szrc�r—i�struments—or conimunica`tibnsi'�Ari��uch communications sent by telegram shall properly be given when received by the person to whom it is sent. Section 10 .2 Indemnification and Liability of the General Partner. (a) The Partnership shall indemnify the General Partner , `" against any claim or liability incurred by them in connection with the business of the Partnership. Neither the Partnership nor any Part-ner�-sh�a`T'I�"�Yfave�ny"cIaim agains'C'ariy� GeneraT Partner by reason of any act or omission of the General Partner, pro- vided that such acts or- omi-ssions were performed in good faith. __ . ___ - -- -�- -� _. ._ _._. _.. _ _ ----... .. �--"--�.;a�sr:'�!r_�sy_"'"~:v--'..�.�ss�;'�-.T.-.".:��a-.°�°�a�i�:k.;�'- . - - •-..;o.s��+►+�i�.aE'.�.�:`,.�t�.�'''=:� - . � . � — . . .3-r . , -25- � �y�i�� Except as provided herein or required by laia, the General Part- ner shall have no obligation or liability to any other Partner � or to make any advance to, or contribution to the capital of, - :. the Partnership. Section 10.3 Power of Attorney. (a) Each of the Limited Partners irrevocably constitutes :,� and appoints the General Partner his true .and lawful attorney, in his name, place and stead to make, execute and acknowledge and file: (1 ) An�€ and all amendments to the Certificate of Limited Partnership which may be required by the Uniform Limited Partnership Act, or deemed necessary or desirable by the General Partner, including without limitation amendments required for the substitution or admission of Limited Partners pursuant to this Agreement, the admission of a General Partner pursuant to Article V, and the continuation of the business of the Part- nership after the retirement of a General Partner pursuant to Article V; (2 ) Any cancellation of such Certificate upon the -terminafion -o�'�the �-Partnership pur'suant to Article�VI or Section 9.8; (3 ) Any instruments or papers required to continue the business of the Partnership pursuant to Article V; (4 ) Any and all amendments hereto necessary to amend ¢� this Agreement to meet the requirements of any substituted or �, newly admitted Limited Partner or to otherwise amend this Agree- ment in any manner deemed necessary by the General Partner; ---. _ _ ., N��— -- -...-�......__...�� __� _.�._- ----.._ . ------_-. (5 ) Any business,_ certi.ficate, fictitious name cer- tificate, Certificate of �Limited �Partnership, amendment thereto, .....^T..�+.�1'},9. �—� �- .. � _.. �= �'i:�`r " '"._. "Y`.s:.'fJ?�R��.'A��'�4�'. ."��F�j:+..� .- .�._' , ... . � _ _.' -:�.�s�.+"_..' . -26- . � ky-i 9� or other instrument or document of any kind� necessary to accom- plish the business, purposes and objectives of the Partnership; and � (6 ) Any and all instruments or papers required to effectuate the purchase of Limited Partnership Interests pur- suant to Article VII , Section 7.4; it being expressly intended by each of the �imited Partners that �� , the foregoing power of attorney is coupled with an interest. (b ) The power of attorney set forth in Section 9 .3 (a) shall survive an assignment by any Limited Partner of the whole or any part of the amounts distributable to him pursuant to this Agreement. If a Limited Partner transfers his Partnership Interest, such power of attorney shall survive the delivery of the instruments affecting such sale or transfer for the sole purpose of enabling the General Partner to execute, acknowledge and file any and all instruments necessary to effectuate the substitution of the transferee as a Limited Partner. (c ) The General Par•tner shall cause to be filed any and all of the amendments referred to in this Section 9.3 . Section 10.4 Integration. This Agreement embodies the entire agreement and understanding among the Partners relating to the subject matter hereof, and supersedes all prior agree- ments and understandings relating to such subject matter. Section 10 . 5 A�plicable Law. This Agreement and the _ rights of the Partners shall be governed by and construed and • enforced in accordance with the 1976 Uniform Limited Partnership Act, as in effect at the date hereof, and all other laws of the __..: ._.__---_-_-�-�---� - -----.. _ ..�. _ _ --- State of Minnesota. _�.,.�. �.�:=�:.-._ __ � _ . . �.. ._..,�. .,,. •--.'�:—.:�*J'..�3�'�"`.,..;zkia-�"r"R�:•r:!'�-:r-. ...r 'iraz�d':-..' _... :.._C�y,=r.' _ _ r_ --:.a�`".v� � . -2�- . - - � �!�i q� Section 10.6 Counterparts. This Agreeinent may be executed in several counterparts and all so executed shall constitute one � Agreement binding on all the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart, except that no counterpart shall be authentic unless signed by the General Partner. Section 10.7 Separabilitv. In case any one or more of the provisions contained in this Agreement or a�y application there- f,,. of shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. Section 10 .8 Binding Effect. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, successors and permitted assigns . Section 10.9 Headinas . The descriptive headings of the •several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. ARTICLE XI DEFINED TERMS Section 11 . 1 Defined Terms . For the purposes of this agreement, the following words, terms and phrases have the meanings ascribed to them below: .- `' "Additional or Substitute Partner" means individual who acquires a - '}F�art^ership Interest" of a L�imited or General Partner in accordance with the requirements of this Part- nership Agreemenr - ��` � � � _ ..._�.. - . --�_._._........ -�- --..�..<-a�.�..,�--�.�..,,•� ._. _-=-e,,:.�-•'-'�+'�i S_-�:::�� ..._.�:s;i.�,:'-c,.°�S^ii�.�+�?��:.�-,:e=.�:r'+o-`�:.:_._ __..-_:_.-.....:.. _. -;�-,�... . . -2$- . �y�9� "Auditors" means any firm of independent certified public accountants selected by the General Partner. "Entity" means any general partnership, limited partner- ship, corporation, joint venture or association. "General Partner" means the person designated as the Gen- eral Partner in Exhibit A hereto, any person who becomes a :,, substitute General Partner as provided herein, and any person admitted to the Partnership as a General Partner, in such person' s capacity as a General Partner of the Part- nership. The term "General Partner" shall mean all General Partners collectively or individually as the context re- � quires . In such case, ' all General Partners shall have equal rights in the management of the Partnership business and shall allocate the profits and losses and distributions allocable to the General Partner among them in proportion to their respective Partnership Interests. "Gross Income" means the sum of all monies received from operation of the Project in any given Partnership year. "Immediate Family" means with respect to any individual, �- his spouse;^parenfs, --parents-in-law, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, children-in-law and grandchildren-in-law; and with respect to any Entity, any other Entity directly or indirectly controlling, controlled by or under common control with, such Entity. "Limited Partner" means the Limited Partners. • - "Mortgage Amount" means the total outstanding balance from time to time �of�� all loans secured by the HUD insured mortgages on the Project. . -�+�..�«�......"__.... ..-.�"�'�YM�r-��+�r-.+ ....- � �.:c»�..��,✓� 2.=.z.'..-i"ca.F..,,��1.'�'�',:r,.`'rr7.=•-:-' �:el:�-?�?:�y-°",c��f"$::i..::..-,.._._._.._ . '_ '.�....- ._ .. � . .. __ '.—+e; _.. _..' . -29- � Pf�-��d� "Partner" means any General Partner or Limited Partner.. "Partnership Interest" means (1 ) in the case of any Limited .. Partner, the interest of such Limited Partner in the Pro- fits, losses and distributions of the Partnership allocable at a particular time to the class comprised of the Limited Partner, and (2 ) in the case of a General Partner, the interest of such Partner in the profits, losses and distri- ;�,. butions of the Partnership allocable to the class comprised of the General Partner. "Person" means individual or entity. � "Project" means a rental � housing development of not more than 200 nor less than 150 units, together with office and retail space ancillary thereto to be located in Galtier Plaza, St. Paul, Minnesota, and which shall qualify as a project within the meaning of Minn. Stat. §§ 462 .415- 462 . 705, and which shall be originally financed in whole or part by a mortgage to be insured by the U.S . Department of Housing and Urban Development. The term "Project" includes • any retail and office space, and is not intended to have the same meaning as the term "Project" under any other ag"reenient. J .. - "Retirement" means the voluntary withdrawal or separation of a Partner from the Partnership. "Total �ctual Final Cost" means the total development cost of the Project, including land, improvements, financing . costs, development or supervision fees, carrying costs, and •- any other expenditures if such other expenditures may be capitalized as part of the Partnership 's basis in the Project for federal income tax purposes, plus an allowance for working capital_ during rent-up equal to 5% of the foregoing, plus �il1y��discounts, points or ottier financing _ ._. . �..,.,x,.,�:;4.�:+,�,�::,:.�....:._. .... _ :-'�x��......�--,.----�r�-:-w---:._:,:•�.x�.`ti:��'"�:xe,.-�,•r,,�r-cr..�::-:,a.�ac....::�«�r�_,� =.��,;-�._•:•=:- . -30- � � t��s�' costs incurred in issuing, reissuing or� reselling bonds for financing the Project. "withdrawal" means the expulsion, Retirement, bankruptcy, death, insanity, incapacity, or disability of a Partner which causes or results in a Partner ceasing to be a Part- ner. ,,,, � GENERAL PARTNER: MEARS PARK DEVELOPMENT COMPANY BY: THE BOISCLAIR CORPORATION, Partner By: I t ^,� BY: ALPHA ENTERPRISES , 9 BY� � _l��,r �i4,. 1 t S_ •/�f=jl 2'c. STATE OF MINNESOTA ) ) SS. . COUNTY OF HENNEPIN ) ��Th�`��o�egoing"�'ristrument was acknowledged before me-�this 28th day of Decernber , 1983 , by Robert J. Boisclair, and Patrick M. Ruhr, the President of The Boisclair Corporation, a Minnesota corporation, and a partner of Alpha Enterprises, a South Dakota partnership, respectively, those entities being the sole General Partners of Mears Park Development Company, a Minnesota General Partnership, on behalf of said partnership as General Partner of JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP. � _ T�� _ Notary Publlc ;.'.�;4.:».i:'�::�:ae.r.�.:a.'�Al•u`�'�!�.:J►AAt.`•> THIS DOCUMENT WAS DRAFTED BY: �— �qtn��± �. WL�7ER!:�� --- . . — �:;:�,��^ �..;-+.�v r,;,�u:, r.�iv,�e�ora, HALPERN & DRUCK -��'`� �:� r:•i��.a.. .��.��N u'iu r��r . �;.:;� �a, i^as �;; 1709 Cargill Buildina - -:--- . :�,�.•.�rna:r:;,�:q��:,;�:'�•�•�,�:� Minneapolis , I�'R�1 55402 """"""r"° " � _...V._. ._ --�a�:a:::u:..:�:..-.--_- _.. .. --�.�'---.�'��^_-3"s;a.'��'as�?.r•--�:�.`:.--�-;,`��- . •-=:-�att^„�r��.�.�,�G,�:,�_ . . -31- . _ - � ��-i 9t/ LIMITED PARTNER' S SIGNATURE PAGE am . ruck STATE OF MINNESOTA ) ) ,�;. COUNTY OF HENNEPIN ) . On this 28th day of December, 1983, the foregoing instru- ment before me was acknowledged by James B. Druck, the person described above as the Limited Partner of JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP. : . .. f ��a Notary Public - :"�'��n.��u:�,u��.+,��„+ : ,,;+� SAMUEL E. W�iTERL:id� � ''�"-°� ;.OT�Ay p;f!��C•�AIN�VESOTA t'�� f�E'•'•�cf=lN CCUIv1Y • R� ;e f� s .. rrr cca;ti::>;i��,r;��ua 2�, �s� i. .1'Y'r{ryyY7rY�:':•7a.r►rv•iv�►rV;� ° 1�7�'1r✓:: .. --. .�a;:a.��Y=eca,+,�<-�..-,.� �. .__.. .r- ::�.:.•— --.�."�Y�'rt.. " .�._ .. _ .. ._ � .. , ._�`�.�..••�.'S��'::s '�.':�i�.��r.'�,'�..�+r-�,.r--�;,:,_�.._. , -32- � ��'! 1I� LIMITED PARTNER' S SIGNATURE PAGE am . ruck STATE OF MINNESOTA ) ) :,. COUNTY OF HENNEPIN ) . On this 28th day of December, 1983 , the foregoing instru- ment before me was acknowledged by James B. Druck, the person described above as the Limited Partner of JACKSON APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP. , . ...f �=�a Notary Public � :'�'��u:�n,u�,�.�s� �. � .a;•,, SApAUEL E. W�iTERL:i•�i.--� "'�'"''� ;.OT/:RY PiJ3LiC •�AIN�VFSOTA � �t'��• f��""Jet=iN CCUWTY `.: :c� �. S ....� f?Y CCM,h::';(�(i EiP�ES lUtr 21, 1536 �� . y�'r�17r:i':'77itTtV'i0/1'/��}/��y+�� --• +w+'LT��+i-5i..�.;is�-�sr••N.�..- ..�. ..... "'...�'JG".i,� :=i'. _ �'._..�ekVc:�\: � .. ..-.. .. � . �-.....s�'�"�"_'�Y�w�?;�',�_.. �-�.. -.��-ir.��e3�--�,�f+:,..�-..,. -32- �,r .. � �y ��f� SIBLEY APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP - _ LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP :,:. THIS LIMITED PARTNERSHIP AGREEMENT , AND CERTIFICATE OF LIMITED PARTNERSHIP entered into as of this 28th day of December, 1983, by and among MEARS PARK DEVELOPMENT COMPANY (Address: Suite 350, 2925 Dean Parkway, Minneapolis, Minnesota 55416) , a Minnesota General �artnership, as General Partner and Jeffrey S . Halpern (Address: -6617 Pawnee '�Road, Edina, Minnesota 55435) as Limited Partners : W I T N E S S E T H T H A T : ARTICLE I Section l.l Formation of Partnership. The parties, all of •whom are of full age and are citizens of the United States and residents of the State of Minnesota, do hereby confirm the formation -of SIBLEY APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP, (the "Partnership" ) , organized under and whose business is to be conducted to comply with the provisions of the Uniform Limited Partnership Act (1976) as in effect on the date hereof in the State of Minnesota, the state in which the Part- nership has offices and does business. The Partnership shall be a redevelopment company within the meaning of Minn. Stat. . � Sections 462 .415-462 .705 upon the filing with the Secretary of •- State of the consent of the Commissioner of Energy and Economic Development. The parties agree that they shall promptly file this Limited Partnership Agreement and Certificate of Limited Partnership and any additional or supplemental certificates of . �� . � ��q� limited partnership that may be required, � in the appropriate offices of the State of Minnesota, and that they shall comply with the other provisions and requirements of the Uniform __ _ Limited Partnership Act (1976) as in effect in Minnesota, which Act shall govern the rights and liabilities of the Partners, except as herein or otherwise expressly stated. Section 1 .2 Name, Office and Agent. The Partnership is ,,. and shall continue to be conducted under. the name of SIBLEY APARTMENTS REDEVELOPMENT COMPANY. The principal office and place of business of the Partnership is and shall continue to be located at Suite 350, 2925 Dean Parkway, Minneapolis, Minnesota 55416 or such other place as the General Partner may from time to time determine. The agerit for service �of process is and shall continue to be r�ears Park Development Company, Suite 350, 2925 Dean Parkway, Minneapolis, Minnesota 55416. Section 1.3 Purposes and Powers. The purpose of the business to be carried on by the Partnership shall be to acquire one or more areas under a plan or plans and to construct, own, maintain, operate, sell and convey the Project, pursuant to the � terms and provisions of Minn. Stat. §§ 462 .415-462 .705, as amended from time to time, and to do all things reasonably incident thereto, including borrowing money for Partnership purposes, securing such borrowings by mortgage, pledge or other lien, entering into an agreement with the Housing and Redevelopment Authority of the City of Saint Paul for the making of payments in lieu of taxes, and selling, leasing or otherwise disposing of such project at any time, subject to the limita- tions of Section 1 .8 . � Section 1 .4 Sale, Exchange, Lease or Other Disposition or Refinancing of the Project. The General Partner may, at any time without consent of the Limited Partners, sell, lease, sub-lease, assign, exchange or -2- � , ky r�iJ� otherwise transfer or convey all or substantially all of the assets of the Partnership, or any part thereof provided, that so long as Minn. Stat. Sections 462 .425 - 462 .705 shall remain - __ applicable to the Project, the real property of the Partnership shall not be sold, tranferred or assigned except as permitted by the terms and provisions of such Sections 462 .415 to 462 .705. Upon compliance with the provisions of Minn. Stat. Section 462 .695, the property may be conveyed in fee as provided in that ,, Section. . Section 1.5 Term. The Partnership shall commence on the date hereof and shall continue in full effect until December 31, 2023 , and thereafter by mutual consent of all Partners, unless sooner dissolved a�d terminated as� herein provided. Section 1 . 6 Residence. All Partners have full legal authority to enter into this Agreement. The Limited Partners are residents of the State of Minnesota and citizens of the United States. Section 1 .7 Redevelopment. The Partnership has been •organized to serve a public purpose and shall be and remain subject to the supervision and control of the commissioner of energy, planning and development, authorities and governing bodies, as provided in Minn. Stat. §§ 462 .415 to 462 .705, so long as such sections apply to any Project of the Partnership. All real and personal property acquired by the Partnership and all structures erected by the partnership shall be deemed to be acquired or created for the promotion of the purposes of Sec- tions 462 .415 to 462 .705 . Section 1.8 Special Limitation. (a) Upon the Partnership becoming a redevelopment company under Minn. Stat. § 462 .415 - 462 .705, the Partnership shall not have the power to: -3- . ky� �91� (i ) Acquire any real property or interest therein (other than an option to purchase) for the Project until the approval of that acquisition by the City of Saint Paul . (ii ) Cause the total of its paid in capital, debentures, mortgages and bonds to exceed Total Actual Final Cost. ,,,, (iii ) Enter into contracts for the payment of salaries to officers or employees, except subject to the approval of the Commissioner of Energy and Economic Development, or for the construction or for the sub- stantial repair, improvement or operation of the � Project, except subj'ect �o the approval of the Housing and Redevelopment Authority of Saint Paul. (bj The restrictions on the powers of the Partnership shall not affect the validity of any action taken or contract entered into by the Partnership, but may be enforced by in- junctive relief. � ARTICLE II CAPITAL section 2 .1 Capital of the Partnership. The capital of the Partnership shall be the aggregate amount of the cash and the agreed value of property contributed by the Partners. The total capital contributions required under this Article shall be the amount determined to be necessary by the General Partner, but shall not exceed the excess of Total Actual Final Cost over the Mortgage Amount. . _ Section 2 .2 General Provisions ( a) This Agreement shall be amended from time to time to retlect the withdrawal or admission of Partners, any changes in -4- � � - � l'�--� 4�' the Partnership Interest of any Partner arising from the trans- fer of any part of a Partnership Interest to or by such Partner and any changes in the amounts contributed or agreed to be . contributed. No additional Partners shall be admitted to the Partnership except as provided in Section 2 . 7 or as otherwise expressly provided herein; (b ) A capital account shall be established for each Part- :,� ner and shall be credited with the amounts of his capital con- tributions to the Partnership from time to time. Such capital accounts shall be adjusted from time to time to reflect dis- tributions to each Partner, and to reflect each Partner' s share of income or lo�.s, in accordance with the Regulations under Section 704 of the Internal" 12evenue Code. � Any Partner, in- cluding any Additional or Substitute Partner, who shall receive an interest in the Partnership or whose Partnership Interest shall be increased by means of the transfer to him of all or part of the Partnership Interest of another Partner, shall have a capital account which has been appropriately adjusted to reflect sucn transfer. . • (c) any Partner who shall acquire any Partnership Interest by means of the transfer to him of all or any part of the Part- nership Interest of any otner Partner shall, with respect to the Partnership Interest so transferred to him, be deemed to be a Partner of the same class as his transferror. (d) No Limited Partner shall be liable for any of the debts of the Partnership or be required to contribute any capi- tal or lend any funds to the Partnership other than as expressly provided in Section 2 .3 . No General Partner shall have any � liability or obligation for the repayment of the capital con- tributicns ot any Limited Partr.er. -5- ��yy • (e) No interest shall be paid on any capital contributed to the Partnership. Section 2 .3 Capital Contribution by Limited Partner. {a) The Limited Partner shall be required to make as capital contributions the sum of $1, 000, 000 .00 to the Partner- ship on or before the later of (i) June 1, 1985 or (ii ) the date on which the Partnership receives final ,endorsement from HUD �� with respect to insurance of the mortgage loan by which the Project is financed. (b) If any Limited Partner shall fail to make any payment of his capital contribution within twenty (20) days after the date by which the same is required to be made, such Limited Partner shall be in default and his Partnership Interest shall , be subject to purchase pursuant to Section 2 .3 (c) . (c) If any Limited Partner shall fail to make any partial payment of his capital contribution within twenty (20) days after the due date therefor, the Partnership Interest then held by such Limited Partner $hall thereafter be subject to purchase as set forth herein. The General Partner promptly shall give notice thereof to all of the other Partners, stating the amount of the Partnership Interest which is available for purchase. Within forty-five (45) days after such notice is given, any or all such other Partners may elect, by notifying the Partnership of such election, to purchase such Partnership Interest. If more than one of such Partners elect to purchase such Partner- ship Interest such Partnership Interest and the purchase price therefor shall be allocated among them pro rata on the basis of their respective interest in the Partnership income, profits, gains and losses, and the Partnership shall notify promptly each _ such Partner of the amount of the Partnership Interest to be purchased by him and the purchase price therefor. The purchase -6- , - ��l-/�/� price ror such Partnership Interest shall be an amount equal to ten percent (10%) of the sum of all partial payments of capital contribution actually made by the defaulting Limited Partner (the "Defaulting Partner" ) reduced by the amount ot anv cash distribution paid to the Defaulting Partner by the Partnership and attributable to such Partnership Interest and shall be payable to him on or prior to the thirtieth (30th) day next following the date on ��hich one or more of the Partners exer- ,�, . cises this oAtion to purchase such �artnership Int�rest. Any Partner purchasing any� Partnership Interest pursuant to this subsection 2 .3 (c) , shall become the owner thereof and shall assume in writing all the obligations of the Defaultinq Partner with respect thereto, effective as of the date upon which such Partnership Intere-st became subject to purchase, and shall pay to the Partnership, at the time or times and subject to the terms and conditions provided for in Section 2 .3 hereof the subsequent partial payments of capital contribution required to be made with respect to such Partnership Interest so purchased. The assignment of any Partnership Interest pursuant to this subsection 2 .3 (c ) shall be effected as of the date upon which such Partnership Interest became subject to nurchase, auto- • ;i�atically upon nayment ot the purchase price therezor, without the necessity or any act�on cn the part of the Detaulting Part- ner. �acr. Limi�ed °�rtner agrees that ir alI or any portion of i:is Partnership Interest is purchased pursuant to this subsec- tion 2 .3 (c) , �:e will execute all instruments required by the Partnership or the purchasing Partner for the purpose of con- firming or evidencing the assignment of such Partnership Inter- ests. In recognition of the limited marketability of such �?efaulted Partr.ersnip Interest, each Limited Partner agrees that the precedure outlined in this subsecti�n 2 .3 (c) is a commer- cia11T✓ reasonable manner ot disposition upon default. In the Jvent �i:,;i��d P?rtr.er �aiis to :nake a capital contribution in �_he amount or az �.7e time set iorth above, then, as liquidated �amages � i.i:A sole remedy in the event of such detault shall be � -7- � ��i yy sale of the Limited Partner's interest in �he manner set forth above and Limited Partner shall have no personal liability for his failure to make any capital contribution required herein. (d) Notwithstanding the provisions of Section 9. 1 of this Agreement, all notices and other communications required or permitted to be given pursuant to this Section 2 �3 to any Limi- ted Partner shall be sent by United States registered mail, return receipt requested, and shall be ef�ective only upon the �� receipt thereof by such Limited Partner; provided, however, that such notice need not be given to any Limited Partner who has actual notice of the facts contained in such notice. , Section 2 .4 Capital Contribiztion by General Partner. The General Partner shall contribute capital to the Partnership at the same times and in the same amounts as are required of the Limited Partner under Section 2 .3 (a) . Any other payments by the General Partner shall be deemed demand loans bearing interest at such rate as the General Partner shall determine under Section 2 . 5 . � Section 2 .5 Partnership Borrowincrs. The Partnership may borrow sums for Partnership purposes from any source, in- cluding any Partner, at any time, and may agree to pay interest at any rate not in excess for the then prevailing market rate for comparable loans . The Partnership may pledge, as security therefor, any assets of the Partnership. The signature of the General Partner shall be sufficient evidence of the authority and propriety of any borrowing, and any lender may rely thereon. For purposes of this section, borrowing to enable the Partner- ship to pay the General Partner any proper f�es shall be deemed .. ' co be borrowing for Partnership purposes. No Limited Partner shali have any personal liability with respect to any indebted- i:ess ot the Partners for borrowed money. The General Partner shall have no obligation to loan or otherwise advance or con- tribute funcis to �he Partnership or to borrow funds on behalf of the Partnership. � -8- . - � ��1-i�Y Section 2 .6 Loans to Partnership: No Interest on CaDital . The Partners may make voluntary loans to the Part- nership from time to time, as authorized by the General Partner, _ and any such loans shall not be treated as contributions to the capital of the Partnership for any purpose hereunder, nor en- title such Partner to any increase in his share of the profits and losses and cash distributions of the Partnership; but the Partnership shall be obligated to such Partner for the amount of .,; any such loans, with interest thereon at a rate as determined by the General Partner, in its absolute discretion, not to exceed the highest legal rate which may be charged for such loan in the jurisdiction(s) whose law might govern such loan. Such loans shall be repaid �,n the manner and at times determined by the � General Partner in its sole iiiscretion. No interest shall be paid by the Partnership on the contributions to the capital of the Partnership by the Limited Partners, as reflected in their capital accounts from time to time. No Partner shall have any duty to any other Partner to make any such loans . Any interest paid to a Partner (but not to an Affiliate ) shall be deemed a "distribution" for purposes of Section 4.4(a) . • Section 2. 7 Additional Canital Contributions . No partner shali be required to contribute any additional capital to the Partnership, nor to contribute the amount of any negative capital account of such partner. Section 2 . 8 Admission of Additional Limited Partners . The General Partner shall have the power and authority to admit additional limited partners to the partnership. Such � additional limited partners shall assume a specified percent of the obligations ot the undersigned Limited Partners to make capital centribuzions , and shall receive a like percentage of -9- ��-�� the rights and benefits of the undersigned Limited Partners under this Agreement. ARTICLE III RIGHTS, POWERS AND DUTIES OF PARTNERS Section 3 .1 Management of Partnership Business. ,�, (a) The General Partner shall : . (1 ) have the exclusive management and control of the business of the Partnership; . (2 ) diligently and •faithfully devote such of its time to the business of the Partnership as may be necessary; (3 ) file and publish all certificates, statements, or other instruments required by law for formation and operation of the Partnership in all appropriate jurisdictions; (4 ) cause the Partnership to carry adequate public liability, property damag� and other insurance; (5 ) call special meetir.gs of the Partners when deemed desirable bv the General Partner. Section 3 .2 Powers of General Partner. The General Part- ner shall have aIl necessary powers to carry out the purposes, business and objectives referred to in Section 1 .3, and shall possess and enjoy all the rights and powers of partners of a partnership without Iimited partners, except as otherwise pro- . " vided by ��linnesota Law or expressly provided to the contrary in this aQreement. -10- , . . � � �'y-i�y Section 3 .3 Authoritv and Deleqation �bv General Partner. (a) The General Partner acting for and on behalf of the Partnership in extension and not in limitation of rights and powers given by law or by the other provisions of this Agree- ment, shall, in its sole discretion, have the entire right, power and authority in the management of the Partnership busi- ness to do any and all acts and things necessary, proper, con- -�� venient or advisable to effectuate the purposes of the Partner- ship. All decisions made for or on behalf of the Partnership by the General Partner shall be binciing upon the Partnership. No person dealing with the General Partner shall be required to determine its aut�iority to make any undertakings on behalf of the Partnership, nor to determine any facts of circumstances bearing upon the existence of such authority. (b) The General Partner may delegate all or any of its powers, rights and obligations hereunder and may appoint, employ, contract or otherwise deal with any person on the trans- action of business of the Partnership which person may, under supervision of the General Partner perform any acts or services • for the Partnership as the General Partner may approve. Section 3 .� Li:,lited Partners . To the fullest �xtent per- mitted by ?aw, the Limited Partners hereby consent to the exer- cise by the General Partner of the powers conferred on it by this agreement. No Limited Partner shall participate in, or have any control over, the Partnership business, or have any right or authority to act for or to bind the Partnership. Sect�on 3 . 5 Dealings with Partnership. The General � °artner and its affiliates, may deai with, perform services fo.r, �nd �eil �oocis �o the Partnership without limitation. -11- � � ��/-i�f� Section 3 . 6 Reimbursement to the General Partner. The Partnership shall reimburse the General Partner and its af- filiates for any expenditures of its own funds for Partnership _ purposes in connection with the formation and operation of the Partnership. Section 3 . 7 Other yctivities of General Partner. The General Partner and its affiliates may, during the term of this :,� Partnership, engage in and possess an i�terest for its own account in other business ventures of every nature and des- cription, independently, or with others, including, but not limited to, the ownership, financing, leasing, operation, man- agement, syndication, brokerage investment in and development of real estate (unless otherwise"specified) ; anci neither the Part- nership nor any Partner, by virtue of this Agreement, shall have any right in and to such independent venture or any income or profit derived therefrom. ARTICLE IV PROFITS t�ND LOSSES : DISTRIBUTIONS Section �. 1 Profits and Losses . ( a) Commencing with the date hereof, all income, lss, gain, deductions and credits of the Partnership shall be deter- mined as of the end of such fiscal year and allocated as of that date to the Partners of record at the end of each fiscal year as follows : ( 1 ) For each fiscal year or portion thereof, 50% of � each item shall be allocated to the class comprised of the �im�ited Partners . -12- ��i�� (2 ) For each fiscal year or portion thereof, 50% of each item shall be allocated to the class comprised of the General Partner. (b) The profits , losses, income, gain and deductions shall be allocated 50% to the Limited Partner and 50% to the General Partner. .�,. (c) The net income or loss or the Partnersnip allocated among the Partners shall be credited or charged, as the case may be, to their respective capital accounts as of the date as of which such profits and losses are to be determined. � (d) all pro-fits and ldsses� of the Partnership shall be deter:nined in accordance with the accounting methods followed by the Partnership for federal income tax purposes . Section 4.2 Distributions of Cash Funds . The General Partner shall distribute to the Partners at convenient periodic intervals in the manner and in the amount hereinafter provided, *_he �ash �unds of the Partnership available for distribution. • The term "Cash Funds of the Partnership available for distribu- ticn" ;�eans all cash tunds generated by the Partnership (other �han t'.:e preceeds of any sale or disposition or financing oi the Partnershin ) , �ess current charges and expenses (including fees paid to General ?artner) , reasonable reserves for working cap- ital, contingencies, capital improvements and replacements, and expenditures ror necessary capital improvements in excess of reserves . The General Partner shall designate a record date, which need not :,e communicated to the Partners, to determine Partners entit�.ed to receive cash distributions, which date - ' 5hali not be less than ten nor more thar. fifteen days before such .:istr�butions . Cash Funds shall be distributed in such :nanner as Lo maintain zhe ratios among the various capital accounts equal to the nroportions established under Ser_tion 4. 1 *or allocation of income and loss . -13- . � ��4� Section 4.3 Other Distributions . Prior to termination of the Partnership all cash available for distribution from all sources during the term of the Partnership shall be distributed in accordance with Section 4.2 hereof. Cash available from any sale or refinancing of the Project shall be distributed in accordance with Section 6.4 hereof. Section 4.4 Limitations on Cash Distributions. ,,, � (a) After providing for all expenses, taxes or payments in lieu of taxes, and assessments, there shall be paid annually out of the Earnings of the Partnership to the Partners a sum which, when cumulated with all such prior distributions (whether as a distribution under Section 4.2 'or as interest to a Partner under Section 2 . 6 ) to Partners causes such cumulated total to equal the Allowed Cumulative Distributions. (b) Distributions from cash not derived from earnings shall not be restricted by Section 4.4(a) . (c) Earnings means the net earnings in a calendar year from the operationot the Project (excluding proceeds of refinan- cing, sale or other disposition of all or part of the Project) determir.ed on a cash basis without deduction for depreciation, and after deduction for any sum required to be paid to the City of St. Paul against deferred taxes. (d) Allowed Cumulative Distributions for a calendar year means the amount equal to the total of amounts equal to 8% of Invested Capital or Equity for each calendar year from and including 1984 to and including such calendar year. - (e ) In��ested Capital or Equity for a calendar year means the total capital contributions made or required to be made by Partners threugh the end of such calendar year, including amounts secured by letters of credit provided by any partner. -14- . , � ��4�' Section 4.3 Other Distributions . Prior to termination of the Partnership all cash available for distribution from all sources during the term of the Partnership shall be distributed in accordance with Section 4.2 hereof. Cash available from any sale or refinancing of the Project shall be distributed in accordance with Section 6.4 hereof. Section 4.4 Limitations on Cash Distributions . ;,, � (a) After providing for all expenses, taxes or payments in lieu of taxes, and assessments, there shall be paid annually out of the Earnings of the Partnership to the Partners a sum which, when cumulated with all such prior distributions (whether as a distribution under Section 4.2 'or as interest to a Partner under Section 2 . 6 ) to Partners causes such cumulated total to equal the Allowed Cumulative Distributions. (b) Distributions from cash not derived from earnings shall not be restricted by Section 4.4(a) . (c) Earnings means the net earnings in a calendar year from the operationor the Project (excluding proceeds of refinan- cing, sale or other disposition of all or part of the Project) determir.ed on a cash basis without deduction for depreciation, and after deduction for any sum required to be paid to the City of St. Paul against deferred taxes. (d) Allowed Cumulative Distributions for a calendar year means the amount equal to the total of amounts equal to 8% of Invested Capital or Equity for each calendar year from and including 1984 to and including such calendar year. (e ) Invested Capital or Equity for a calendar year means the total capital contributions made or required to be made by Partners thrcugh the end of such calendar year, including amounts secured by letters of credit provided by any partner. -14- - . � ��-i�'� ( f) No distribution of cash from operation of the Project shall be made which would violate the terms of any agreement with the City of Saint Paul, � the Housing and Redevelopment _ . Authority of Saint Paul, or the United States Department of Housing and Urban Development. Section 4. 5 Retirement of Debt and Canital . Mortgage indebtedness and capital of the Partnership may be retired if, ;�,, as and when there shall be funds availab�.e for such purpose. Section 4. 6 Maximum Share of Capital and Profits . Not- withstanding any other provision of this Agreement, the General Partner shall in no event have greater than a 50% share in the capital or profits of the Partnership, as determined under the Internal Revenue Code of 1954, as amended. ARTICLE V CHANGES IN GENERP,L PARTNERS Section 5 . 1 Retirement or Withdrawal . • (a) No General Partner shall Retire or ti��ithdraw from the Partnership unless: (1 ) there shall be a remaining General Partner ac- ceptable as the sole General Partner to at least 100% in in- terest of the Partners, or (2 ) a substitute General Partner is provided in accordance with this article V. (b) If there would be no remaining General Partner upon Retirement or :�ithdrawal of a General Partner, said Retirement or Withdrawal shall not be effected or effective prior to the date when a substitute General Partner is provided in accordance with this Article V. -15- , P�!i��' (c) Except as above provided, a General Partner's Retire- ment or Withdrawal from the Partnership shall be deemed to occur on the date of Retirement or Withdrawal stated in a notice given . by him to the other Partners, which date of Retirement shall be at least 30 days after such notice is given. Section 5.2 Admission of Substitute General Partner. No �,, person shall be admitted as a substitute General Partner without the consent of all of the Limited Partners. Section 5.3 Substitute General Partner. . (a) Upon the Withdrawal af a' General Partner, the business of the Partnership shall be continued by the remaining General Partner who shall use their best efforts to secure a substitute General Partner to take the place of the Withdrawing General Partner. (b) If a General Partner shall Withdraw contrary to the provisions of this Article V due to the operation of law or causes beyond its control, and if there then would be no re- maining General Partner, the Limited Partners may, by unanimous action, either: (1 ) Select a substitute General Partner who shall be admitted to the Partnership concurrent with the Withdrawal so that the Withdrawal shall not cause a dissolution or termination of the Partnership, or (2 ) Elect one or more of their number to become . . � suDStitute Generai Fartner so that said �aithdrawal shall not cause a dissolution or termination ot the Partnership. -16- , � ��-� 4�' Section 5 .4 Assignment of Entire Interest of General Part- ner. No entire General Partnership Interest shall be transfer- red, sold, alienated or assigned, given, bequeathed or otherwise disposed of, whether voluntarily or by operation of law, or at judicial sale or otherwise, except in accordance with this Article V. Section 5. 5 Notice. Upon the Withdrawal of a General ,, Partner for reason other than Retirement, .notice of such With- drawal shall promptly be given to the Limited Partners . Section 5.6 Liability of a Withdrawing General Partner. If the business of �he Partnership is continued after the With- drawal of a General Partner� � the Withdrawing General Partner shall remain liable for all obligations and liabilities incurred by him while a member of the Partnership. A Withdrawing General Partner shall not incur any obligation or liability on account of the business of the Partnership or the activities of the General Partner after his Withdrawal. Section 5 . 7 Admission of Additional General Partner. • Additional General Partners may be admitted without the consent of the Limited Partners, and upon such admission the interest of the General Partners may be assigned, sold, diluted or otherwise modified without the consent of the Limited Partners. ARTICLE VI DISSOLUTIQN: SUCCESSOR ENTITY AND LIQUIDATION Section 6 . 1 ��lo Dissolution. The Partnership shall not be dissolved and its affairs shall not be wound up by the admission � or t�lithdrawal ot Partners, including: (a) the admission of Substitute or Additional General Partners; or -17- � � p'�f-i48' (b) the Withdrawal of a General Partne�r provided a General Partner still remains (or a Substitute General Partner is ad- mitted) . Section 6 .2 Events Causing Dissolution. The Partnership . shall be dissolved and its affairs wound up upon: (a) the sale of all or substantially all of its assets; or :,. � (b) the Withdrawal of a General Partner if no General Partner remains unless a substitute General Partner is selected pursuant to Article V; or . (c) the expiration of its�.term; or � (d) the occurrence of any event which, under the laws of the State of Minnesota shall dissolve the Partnership. Section 6.3 Dissolution. Upon the dissolution of the Partnership and winding up of its affairs, the Certificate of Limited Partnership of the Partnership shall be cancelled in accordance with the provisions of the applicable partnership law of the State of Minnesota, and the remaining General Partners or any of them, or the person or persons required by law to carry out the winding-up of its affairs, shall promptly notify all the Partners of such dissolution. Section 6.4 Liquidation. After adequate provision shall be made for the payment of the debts and obligations of the Partnership including any unpaid fees, loans or other sums to the General Partner, the remaining assets of the Partnership . shall be distributed as tollows: (a) First, to the City of Saint Paul pursuant to the Redevelopment Company Contract between the City and the Partner- -18- . � _ ��/�� ship, which Redevelopment Company Contract shall comply with Minn. Stat. § 462 .591, Sud. 3 . (b) Second, such assets shall be distributed 50% to the General Partner and 50% to the Limited Partner. (c) Notwithstanding the above, the General Partner shall not have greater than a 50% interest in the capital or profits ,; of the Partnership. , If any assets of the Partnership shall be distributed in kind such assets shall be distributed on the basis of the then fair market value thereof (as determined by an independent appraiser who shall be a member of the 'American Institute of Real Estate Appraisers selected by the General Partner, and such assets shall be distributed to the Partners entitled thereto as ten- ants-in-common in accordance with their respective interests therein. -19- . � �4'-��t' ARTICLE VII � ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST Section 7. 1 Assignment. (a) The Partnership Interest of a Limited Partner may be assigned only as permitted by the provisions of this Article VII . Neither the Partnership nor any Partner shall be bound by �,, any such assignment until a counterpart pf the instrument of assignment, executed and acknowledged by the parties thereto, is delivered to the Partnership. (b) No part of the Partnership Interest of a Limited Partner may be assigned or trarisfe'rred to a minor or incompetent except to a trust for the benefit of a minor or an incompetent who is a member of the assigning Limited Partner's Immediate Family. � (c) The assignment or sale of a Limited Partnership In- terest or the admission, Withdrawal or bankruptcy of a Limited Partner shall not dissolve or terminate the Partnership. No Limited Partner shall have the right to have the Partnership dissolved or to have his capital contribution returned except as provided in this Agreement. (d) No Partner may sell, assign, transfer or convey any portion of his Partnership Interest if such sale, assignment, transfer or conveyance shall operate to terminate the Part- nership for Federal Income Tax purposes pursuant to Section 708 of the Internal Revenue Code, without the written consent of all other Partners . Any sale, assignment, trar.sfer or conveyance _ ��- contrary to the terms of this subparagraph shall not be ef- fective. � -20- . � . 8��f- �f� Section 7.2 Consent and Right of First Refusal . (a) Except as otherwise provided in this Agreement, no Limited Partner shall transfer, sell, assign, give or otherwise dispose of his Partnership Interest or a part thereof, whether voluntarily or by operation of law, or at judicial sale or otherwise, to any person, unless such Limited Partner first (i ) obtains the consent of the General Partner to do so; (ii ) pro- �� vides a legal opinion to the General Partner regarding such matters as the General Partner deems prudent; and (iii ) notifies all the Partners of his intention to do so and offers to sell in writing such Partnership Interest or such part thereof to the General and Limited Partners at a price and upon terms, speci- fied in such offer�, which are �rio less favorable to such Partners than those upon which such Limited Partner certifies he is willing to sell to a third party whose name and address shall be specified in such offer. The General Partner may require evi- dence that a bona fide offer, at the price and upon the terms specified in such offer, has been made by such third party to such Limited Partner. Within 30 days after the receipt of such notice one or more of the General and Limited Partners may • accept such offer by notifying such Limited Partner of such acceptance, and if more than one of the Partners so accepts, the Partnership Interest or part thereof intended to be sold shall be proportionately apportioned among the Partners so accepting. Promptly thereafter such sale shall be consummated in accordance with the terms of the offer. If the General Partner consents, and if such offer is not accepted within such 30 day period, such Limited Partner may, within 45 days after the end of such 30 day period, dispose of his Partnership Interest (or part thereof intended to be sold) to the third party r.amed in such � offer and at a price and on terms not less favorable to such Limited Partner than those upon which such Partnership Interest or part thereof were offered to the Partners. If such Part- nership Interest or part thereof is not disposed o.f within such a5 day period, it shall again become subject to the restrictiens or this Section 7 . 2 . -21- � �y��' (b) The provisions of Section 7.2(a) � shall not apply to any transfer or assignment of the Partnership Interest of a deceased or incapacitated Limited Partner to his legal repre- _ � sentative or by such a legal representative to accomplish any transfer or assignment described under Section 7.1(c) . (c) The provisions of Section 7.1(a) shall not apply to the pledge, mortgage or hypothecation by a Limited Partner of all or a part of his Partnership Interest,, but such provisions � shall apply to a foreclosure of, or other realization upon, any such pledge, mortgage or hypothecation. No such pledge, mort- gage or hypothecation shall be made unless the pledgee shall agree, in writing, to be bound by the provisions of this Section 7 .2 . . ... - - � (d) No Assignee of a Partnership Interest, whether or not admitted to the Partnership in accordance with Section 7.3, shall have the right to make any further assignment of such Partnership Interest, except pursuant to the terms of this Ar- ticle VII . Section 7.3 Admission. No assignee of all or part of the Partnership Interest of any Limited Partner shall have the right to become a--Substitute or Additional Limited Partner unless (i) his assignor has stated such intention in the instrument of assignment, (ii ) the General Partner has consented to such admission, and (iii ) the assignee has executed an instrument satisfactory in form and substance to the General Partner, whereby such assignee accepts and agrees to be bound by all the terms and provisions of this Agreement. The admission of a substitute or additional Limited Partner may be effected without . � the consent or any of the Limited Partners. Upon admission of Additional Limited Partners, the Partnership interest of that Limited Partner shall be amended, diminished, modified or diluted in any manner deemed necessary or desirable by the General Partner. Upon such admission this Agreement shall be -22- ��-i��' amended in any manner deemed necessary by �the General Partner for the benefit of the Project or the Partnership. Such mod- ification shall include amendments resulting in payment of fees . to the General Partner or any affiliate thereof for services rendered to the Partnership. The failure or refusal of the General Partner to consent to any such admission shall not effect the validity and effectiveness of any such instrument of assignment delivered to the Partnership as an assignment of the right to receive Partnership profits, losses or distributions � with respect to the Partnership Interest or part thereof trans- ferred. At the time of admission of a substitute or additional Limited Partner, the Partnership may require the payment of a sum to reimburse i=t or to provide it with funds, for the payment of any reasonable- expenses in connection with such admission, including the expenses of preparing an amendment to this Agree- ment and the expenses of preparing and filing an amendment to the Certificate of Limited Partnership. ARTICLE VIII FISCAL NIATTERS , Section 8. 1 Books and Records . The General Partner shall maintain full and accurate records and books of account of the Partnership at the Partnership ' s principal place of business, showing all receipts and expenditures, assets and liabilities, profit an_d losses, and all other records necessary for recording the Partnership ' s business and affairs, including those suffi- cient to record the allocations and distributions provided for in Article IV. The books of the Partnership shall be kept on an accrual basis except as otherwise determined by the General � Partner. Each Partner and his duly authorized representatives shall at all times during regular business hours have access to and may inspect anci copy any of such books and records. -23- , , ��9� Section 8.2 Fiscal Year. The fiscal �ear of the Partner- ship shall be the calendar year except as otherwise determined by the General Partner. - :_ Section 8.3 Reports. Annual statements showing the income and expenses of the Partnership for the fiscal year and the balance sheets thereof as at the end of such year shall be prepared by the Auditors. Each Partner shall be furnished copies of such statements of income and expenses and of such :�� balance sheets; and commencing in 1982, they shall receive a certificate of the Auditors covering the results of such audit. The General Partner shall supply the Limited Partners with quarterly financial information in customary and timely manner and annual tax information on� �or - before March 15 in the year subsequent to the taxable year. Section 8.4 Bank Accounts and Investment of Funds. All , funds of the Partnership shall be deposited in its name in such checking and savings accounts or time deposits or certificates _ of deposit as shall be designated by the General Partner from time to time. Withdrawals therefrom shall be made upon such � signatures as the General Partner may designate. The Part- nership may invest funds in such short term obligation (maturing within one year) as shall be selected by the General Partner. Section 8 . 5 Accountinc� Decisions. Al1 decisions as to accounting matters, except as specifically provided to the contrary herein, shall be made by the General Partner in accord- ance with generally accepted accounting principles consistently applied. Such decisions shall be acceptable to the Auditors, as to whether such decisions are in accordance with generally . -• accepted accounting principles . Section 8 . 6 Federal Income Tax Elections . In the event of a transfer of all or a part of the Partnership Interest of any Partner, at the General Partner' s discretion, the Partnership -24- , � - �'�yt' shall elect pursuant to Section 754 of the I�nternal Revenue Code. of 1954 (or corresponding provisions of future law) to adjust the basis of the assets of the Partnership. - -. ARTICLE IX AMENDP•1ENT ,� Section 9 . 1 Amendment. This partnership agreement may be amended by the consent of the General Partner and of 1/2 by number of the Limited Partners, or as otherwise provided herein. � - ARTICLE X GENER.AL PROVISIONS Section 10 . 1 Notices . Except as otherwise provided in this Agreement, any and all notices, consents, waivers, direc- tions, requests, votes or other instruments or communications provided for under this Agreement shall be in writing, signed by the party giving the same and shall be deemed properly given • only it sent by registered or certified United States mail, postage prepaid, addressed: (a} in the case of the Partnership or the General Partner to the Partnership or the General Partner, as the case may be, at the nrincipal place of business of the Partnership, or (b ) in the case of any General Partner individually, or any Limited Partner, to such Partner at his address set forth in Exhibit A hereto. � - Any sucr. r.otice so given (except for all notices required or permitted pursuant to Section 2 .3 ) shall be deemed to have been received as of the date on which it was mailed. Each partner may, by notice to the Partnership, specify any other address for -25- . ��-i�d� the receipt of such instruments or communications . Any such communications sent by telegram shall properly be given when received by the person to whom it is sent. _ Section 10.2 Indemnification and Liability of the General Partner. (a) The Partnership shall indemnify the General Partner against any claim or liability incurred bX them in connection �� with the business of the Partnership. Neither the Partnership nor any Partner shall have any claim against any General Partner by reason of any act or omission of the General Partner, pro- vided that such acts or omissions were performed in good faith. Except as provided herein or •required by law, the General Part- ner shall have no obligation or liability to any other Partner or to make any advance to, or contribution to the capital of, the Partnership. Section 10 .3 Power of Attorney. (a) Each of the Limited Partners irrevocably constitutes and appoints the General .Partner his true and lawful attorney, in his name, place and stead to make, execute and acknowledge and file: (1 ) Any and all amendments to the Certificate of Limited Partnership which may be required by the Uniform Limited Partnership Act, or deemed necessary or desirable by the General Partner, including without limitation amendments required for the substitution or admission of Limited Partners pursuant to this Agreement, the admission of a General Partner pursuant to . -�� Article V, and the continuation of the business of the Part- nership after the retirement of a General Partner pursuant to Article V; -26- � � . � ��' (2 ) Any cancellation of such Certificate upon the termination of the Partnership pursuant to Article VI or Section 9 .8; - (3 ) Any instruments or papers required to continue the business of the Partnership pursuant to Article V; (4 ) Any and all amendments hereto necessary to amend ,�„ this Agreement to meet the requirements o£ any substituted or newly admitted Limited Partner or to otherwise amend this Agree- ment in any manner deemed necessary by the General Partner; (5 ) An� business certificate, fictitious name cer- tificate, Certificate of Limited Partnership,� amendment thereto, or other instrument or document of any kind necessary to accom- plish the business, purposes and objectives of the Partnership; and ( 6 ) Any and all instruments or papers required to effectuate the purchase of Limited Partnership Interests pur- suant to Article VII , Section 7 .4; it being expressly intended by each of the Limited Partners that the foregoing power ot attorney is coupled with an interest. (b) The power of attorney set forth in Section 9.3 (a) shall survive an assignment by any Limited Partner of the whole or any part of the amounts distributable to him pursuant to this Agreement. If a Limited Partner transfers his Partnership Interest, such power of attorney shall survive the delivery of . the instruments affecting such sale or transfer for the sole � -� purpose or enabling the General Partner to execute, acknowledge and file any and all instruments necessary to effectuate the substitution of the transferee as a Limited Partner. (c ) T:�e General Partner shall cause to be filed any and all of the amendments reterred to in this Section 9 .3 . -27- . � ��s�' Section 10 .4 Integration. This Agreement embodies the entire agreement and understanding among the Partners relating ___ to the subject matter hereof, and supersedes all prior agree- ments and understandings relating to such subject matter. Section 10 .5 Applicable Law. This Agreement and the rights of the Partners shall be governed by and construed and enforced in accordance with the 1976 Uniform Limited Partnership ,; Act, as in effect at the date hereof, and all other laws of the State of Minnesota. Section 10. 6 Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement binding on all the' � pa'rties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart, except that no counterpart shall be authentic unless signed by the General Partner. Section 10 . 7 Separability. In case any one or more of the provisions contained in this Agreement or any application there- of shall be invalid, illegal or unenforceable in any respect, � the validity, legality .and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. Section 10.8 Binding Effect. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, successors and permitted assigns . Section 10 .9 Headings. The 3escriptive headings ot the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. -28- �, - ��-!Qd ARTICLE XI � DEFINED TERMS Section 11 .1 Defined Terms. For the purposes of this Agreement, the following words, terms and phrases have the meanings ascribed to them below: "Additional or Substitute Partner" means individual who acquires a "Partnership Interest" of ,a Limited or General ��- Partner in accordance with the requirements of this Part- nership Agreement. "Auditors" m�ans any firm of independent certified public , accountants s�lected by the General Partner. "Entity" means any general partnership, limited partner- ship, corporation, joint venture or association. "General Partner" means the person designated as the Gen- eral Partner in Exhibit A hereto, any person who becomes a substitute General Partner as provided herein, and any • person admitted to the Partnership as a General Partner, in such person's capacity as a General Partner of the Part- nership:"�-- The term "General Partner" shall mean aIl General Partners collectively or individually as the context re- quires . In such case, all General Partners shall have equal rights in the management of the Partnership business and shall allocate the profits and losses and distributions allocable to the General Partner among them in proportion to their respective Partnership Interests. "Gross Income" means the sum of all monies received from operation of the Project in any given Partnership year. "Immediate Family" means with respect to any individual, his spouse, parents, parents-in-law, descendants, nephews, -29- � . �l-iq�' nieces, brothers, sisters, brothers-in=law, sisters-in-law, children-in-law and grandchildren-in-law; and with respect to any Entity, any other Entity directly or indirectly controlling, controlled by or under common control with, such Entity. "Limited Partner" means the Limited Partners. ,�, . "Mortgage Amount" means the total outstanding balance from time to time of all loans secured by the HUD insured mortgages on the Project. "Partner" means any General Partner or Limited Partner. "Partnership Interest" means (1 ) in the case of any Limited Partner, the interest of such Limited Partner in the Pro- fits, losses and distributions of the Partnership allocable at a particular time to the class comprised of the Limited Partner, and (2 ) in the case of a General Partner, the interest of such Partner in the profits, losses and distri- butions of the Partnership allocable to the class comprised of the General Partn�r. "Person" means individual or entity. "Project" means a rental housing development of not more than 200 nor less than 150 units, together with office and retail space ancillary thereto to be located in Galtier Plaza, St. Paul, Minnesota, and which shall qualify as a project within the meaning of Minn. Stat. §§ 462 .415- 462 .705, and which shall be originally financed in whole or . � part by a mortgage to be insured by the U.S. Department of Housing and Urban Development. The term "Project" includes any retail and office space, and is not intended to have the same meaning as the term "Project" under any other agreement. -30- . � � py-,�t� "Retirement" means the voluntary withdrawal or separation of a Partner from the Partnership. "Total Actual Final Cost" means the total development cost of the Project, including land, improvements, financing costs, development or supervision fees, carrying costs, and any other expenditures if such other expenditures may be capitalized as part of the Partnership' s basis in the ,,. Project for federal income tax purposes, plus an allowance for working capital during rent-up equal to 5% of the foregoing, plus any discounts, points or other financing costs incurred in issuing, reissuing or reselling bonds for financing tha. Project. "Withdrawal" means the expulsion, Retirement, bankruptcy, death, insanity, incapacity, or disability of a Partner which causes or results in a Partner ceasing to be a Part- ner. GENERAL PARTNER: � P�IEARS PARK DEVELOPMENT COMPANY BY: THE BOISCLAIR CORPORATION, Partner � By: � I � BY: ALPHA ENTERPRISES fiy: ;�� . I ts _`,"'. - V STATE GF MINNESOTA � ) SS. COtJi�1TY OF HENNEP IN } The foregoing instrument was acknowledged before me this 2Eth day of Decem't�er, 1983 , by Robert J. Boisc�air, and Patrick -31- - �'��r8� M. Ruhr, the President of The Boisclair Corporation, a Minnesota corporation, and a partner of Alpha Enterprises, a South Dakota partnership, respectively, those entities being the sole General Partners of Mears Park Development Company, a Minnesota General Partnership, on behalf of sa�d partnership as General Partner of -- SIBLEY APARTMENTS REDEVELOPMENT COMPANY LIMITED PARTNERSHIP. � Notary Public THIS DOCUMENT WAS DRAFTED BY: ,R�,A,.�.��:�=�'�''''"";='��a�i7E��`�' '� r 1° X�` SA.A11V='-.., W t::�iNE$^T� ` �,:`:i:.\, t:uSO.°Y'�.:UL• IvTY `.. . HALPERN & DRUCK :*:;�';� ,:��i'+�T_FtN C��Y 24.�9� _ 1709 Cargill Building ° �`;^;%'' F.•,,;°n'M��s,�='��•�"�,.��„� «l�vt�•.. ` Minneapolis, NIN 55402 :a:rv':�"��"`�°�: �:' -32- - , � �r4� LIMITED PARTNER' S SIGNATURE PAGE �ne B. ruck, as attorney-in- fa for Jeffrey S. Halpern, rsuant to the Power of Attorney attached hereto � '� STATE OF MINNESOTA ) , ) COUNTY OF HENNEPIN ) On this 28th day of December, 1983 , the foregoing instrument before= me was acknowledged by James B. Druck, as attorney-in-fact .£or Jeffrey � •S . i�alpern, the person described above as the Limited Partner of SIBLEY APARTMENTS REDEVELOPMENT COT�IPANY LIMITED PARTNERSHIP; pursuant to the Power of Attorney attached hereto. _ � Notary Public }�p 4�AMA►�I AAA�AMR'...'.'}A!�A�Ia�.AA�� SAMU�-L ':. W�ITERU:� � ;� t;�"��. r;;;vnesora � :.��:.•• �•UTAPY'�...�L• ,1 , � ��„`� ti:'!.`J[PIN CGUNTY .. . ��'�;i K7�OMMi:SILy�IRE.i tUI.Y 24, 1996 a r:7r.�rvYq;q74 J:7��4r7o'S t:Tt".i 74tY11'�(Yr:: -33- _ ��-�g�' PO4TER OF ATTORNEY The undersigned, JEFFREY S . HALPERN , hereby appoints JAC�7ES B. DRUCK as his attorney-in-fact, with full power and authority to perforn any and all actions and execute any and all docunents on behalf of said Jeffrey S. Halpern, with the sar.ie force and effect as though such actions were perforr�ed or such docunents were executed directly by said Jeffrey S. Halpern. `�` The scope of the power and authority granted hereby shall extend to and be lir�ited to the forr�ation of Sibley Apartr.�ents Redevelopr�ent CoMpany Linited Partnership ( in which Jeffrey S. Halpern shall be the sole lir.►ited partner) as a liMited partnership under the laws of the State of Minnesota, and the execution of all docuMents related thereto, on such terr.ts and conditions as . s.aid Janes B. _ Druck shall de'ternine . - This Power of Attorney shall be irrevocable and shall . be unaffected by the death, disability or incapacity of said Jeffrey S. Halpern, but shall expire on January 10 , 1984 and shall be inapplicable to actions taken and docur�ents exe- cuted after that date. Dated: Decenber �� , 1983. l, 7 � � i�;��%'�'fsai�j' STATE OF ��1 ) ) SS . COUNTY OF j�f;,�'f :�l The foregoing instrunent was acknowledged before ne this ;�S' �'�day of Decenber, 1983, by Jeffrey S. Halpern. � � /, , '_IJ� i �= �"'��! ni >�, � i �'_f_t�/ �Notary Public fr�.' JANET SCHROEDER SMITH $ ?Jyk �t �.! NOTARV PUBLIC — MINNESOTA � 7�� ANOKA COUNTY ''��,;' MY Commiss�on Expues Mar �2 !986 t ,�,�,�.,, , ., . _oa.v..... �,�,..w��.1?II'I'!'Ad!` . �•. • . � - - �c f-r 4�, - . . �� ( � RESOLUTION N0. 84-2/1-4 ,,. RESOLUTION AUTHORIZING A MULTI-FAMILY �`� DEVELOPMENT UNDER MINNESOTA STATUTES, � �r;, _�':� CHAPTER 462C OF THE ISSUANCE OF RENTAL "� ' • HOUSING DEVELOPMENT REVENUE BONDS TO FINANCE THE DEVEL-OPMENT � (SIBLEY TOWER PROJECT) BE IT RESOLVED by the Board of Commissioners of The � Housing and Redevelopment Authority of the City of Saint Paul, ,,� � Minnesota, as follows: 1. The Board of Commissioners has received a proposal from Sibley Apartments Redevelopment Company Limited Partnership, a Minnesota limited partnership (the "Company") that The Housing` and Redevelopment Authority of the City of � Saint Paul, Minnesota (the "HRA"') undertake� to finance a certain multi-family residential rental development pursuant to Minnesota Statutes, Chapter 462C (the "Act") through the , issuance by the HRA of its $17,000,000 Rental Housing Development Revenue Bonds, Series 1984-A (Sibley Tower Project) - (the "Bonds") . ^`.� - 2. The Company will acquire certain real property, consisting of an air rights parcel, from the Port Authority of the City of Saint Paul and construct therein a residential rental project together with functionally related facilities and together with certain commercial and retail facilities •� (collectively referred to herein as the "Project") . The Project as described above will provide decent, safe� and� sanitary additional housing for the residents 'of the City and will otherwise further the policies and purposes of the Act and the findings made in the preliminary resolution adopted by the City Council of the City of St. Paul on July 28, 1983 . 3. It is proposed that, pursuant to a Loan Agreement dated as of February l, 1984 between the HRA as lender and the Company as "Borrower" (the "Loan Agreement") the HRA loan the proceeds of the Bonds to the Company to finance the cost of the Project, and that the indebtedness created and evidenced by the Loan Agreement be further evidenced by a Mortgage Note made by the Company in favor of the HRA and endorsed by the HRA to the . __ � C . .- � . � . Trustee referred to below. The payments to be made by the . .;:i Company under the Loan Agreement and Mortgage Note are fixed so '�:'`� :•? � as to produce revenue sufficient to pay the principal of, '`�`- premium, if any, "Additional Indebtedness" (as defined in the Loan Agreement) , if any, and interest thereon, and interest on the Bonds when due. It is further proposed that the HRA assign its rights to the payments due under the Loan Agreement and Mortgage Note (except the HRA' s rights in certain fee, indemnification and other payments as provided therein) and certain other rights under �the Loan Agreement to First Trust Company of Saint Paul, in St. Paul, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of '' � Trust dated as of February l, 1984 (the "Indenture") and that the Company execute a Mortgage, Fixture Financing Statement and Security Agreement dated as of February 1, 1984 (the "Mortgage") granting certain security interests in the Project to the Trustee and to further secure the payment of the Bonds and the interest thereon, and Additional Indebtedness and interest thereon, to enter �.nto .an Assignment of Leases and Rents dated as �of February 1, 1984 (the "Assignment of Leases and Rents") and certain other related security documents (such other related documents and the Assignment of Leases and Rents • being collectively referred to herein as the "Collateral Security Documents") . To assure compliance with certain - Fe3eral and State requirements relating to residential rental property, and, if applicable, certain requirements of the ��_ ' Section 8 leased housing program, the Company, the Trustee and I�;;�� the HRA will enter into a Project Agreement dated as of �-_� February 1, 1984, and to further assure continuing compliance with such requirements the Company will execute and record a • Declaration of Restrictive Covenants, dated as of February 1, ' 1984 (the "Declaration") . 4. The Company has informed the HRA that it intends to obtain the benefit of mortgage insurance provided by the Federal Housing Admi.nistration ("FHA") under Section 220 of the National Housing Act of 1934, as amended. The Indenture, Loan Agreement, Mortgage, Mortgage Note, Project Agreement, Declaration and Collateral Security Documents provide for or allow the amendment, modification, substitution or replacement of some or all of the above-named agreements in the event that FHA mortgage insurance is obtained. The HRA hereby specifically approves any amendments, modifications, substitutions or replacements required or necessary or desirable to obtain the benefit of mortgage insurance provided by the FHA under Section 220 of the National Housing Act of 1934, as amended or under any similar program, and permitted under the terms of the Indenture, Loan Agreement, Mortgage, . � _ 1 L'_ � � ��-r �t� -. � � . C -;:;� Mortgage Note, Project Agreement and Collateral Security °�' Documents. The HRA further hereby approves any amendments, �-�= modifications, substitutions or replacements required or necessary to comply with the Section 8 leased housing program. 5. The City Council of the City of St. Paul, by action taken on July 28, 1983 gave preliminary approval to the Project and the proposed financing therefor and the Minnesota Housing Finance Agency gave its approval to the financing for the Project on August 25, 1983. • 6. Pursuant to the preliminary approval of the Council, � �� forms of the following documents have been submitted to the HRA for approval: (a) The Loan Agreement and Mortgage Note; (b) The Indenture and forms of Bonds included . therein or appended thereto; - � (c) The Mortgage; � (d) The Assignment of Leases and Rents; � (e) The Project Agreement; '� - .: �� - (f) The Declaration; (g) The Collateral Security Documents; and (h�) The Commitment (the "Commitment") by and among Chemical Bank, a N'ew York banking carporation (the "Lender") , the Company, and certain other persons or entities, each of whom has a financial interest in the Company. 7 . It is hereby found, determined and declared that: (a) the Project described in the Loan Agreement, Indenture and Commitment referred to above constitutes a multi-family rental housing development authorized by the Act and residential real property authorized by Section 103(b) (4) (A) of the I nternal Revenue Code of 1954, as amended (the "Code") ; and the Project is required to be acquired, constructed, installed, operated and maintained in accordance with the continuing - requirements of State and Federal law applicable � � � . - thereto, and, if applicable, the requirements of �:.:;.� the Section 8 leased housing program by the ��j�: Project Agreernent and Declaration; ��'` (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by the acquisition, construction and equipping of a facility for residential rental housing a portion of which shall be reserved and ' rented solely to persons who are receiving assistance under Section 8 of the National Housing Act of 1937, as amended, and after such assistance `'° terminate (but during the remainder,' if any, of the "qualified project period" as defined under Section 103 (b) (4) (A) of the Code) a portion of the Project shall be occpuied by, or held available for occupancy by, persons whose income is 80$ or less of the median income for the St. Paul area; � (c) the Project is to be located within the City limits, at a site which is easily accessible to persons residing within the City and the site • on which the Project is located is within an "area of chronic economic distress within the meaning - of Section 103A(k) (2) of the"Code and is therefore a "targeted area project" within the meaning of �`� � Section 103(b) (12) of the Code; . � (d) the acquisition, construction and installation of the Project, the issuance and sale of the Bonds, the execution and delivery by the HRA of the Loan Agreement, Project Agreement and the Indenture, and the performance of all covenants and agreements of the HRA contained in the Loan Agreement and Indenture and of all other acts and things required under the constitution and laws of the State of Minnesota and the United States of America to make the Loan Agreement, Indenture and Bonds valid and binding obligations of the HRA in accordance with tYieir terms, are authorized by the Act; (e) it is desirable that the Company be authorized, in accordance with the provisions of the Act and subject to the terms and conditions set forth in the Loan Agreement, which terms and conditions the HRA determines to be necessary, desirable and proper, to complete the acquisition � _ . . � �- g�-�9Y � . .� � and installation of the Project by such means as •=�:` shall be available to the Company and in the � :;.� ,:� manner determined by the Company, subject to its compliance with the terms and conditions of the Commi.tment and with or without advertisement for bids as required for the acquisition and installation of municipal facilities; (f) it is desirable that the Bonds be issued by the HRA upon the terms set forth in the � Indenture; ,, (g) the basic payments under the Loan Agreement and Mortgage Note are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, Additional Indebtedness, if any, and interest thereon, and interest on the Bonds issued under the Indent�ire when due, and the Loan Agreement, � Mortgage, Commitment and. Ir�denture also provide that the Company is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all _ liability for injury to persons or property - `�= arising from the operation thereof, and all taxes r ry� "= - and special assessments levied upon or with '�r' respect to the Project Premises and payable during � the term and in compliance with the terms and conditions of the Mortgage, Commitment, Loan Agreement and Indenture; . (h) under the provisions of the Act, and as provided in the Loan Agreement, Mortgage Note and Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the City and HRA are not subject to any liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the City or HRA of their taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or HRA except the interests of the HRA in the Loan Agreement and Mortgage Note which have been assigned to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or - encumbrance, legal or equitable upon any property .. s , f .. ` / ' _'- � � of the City or HRA except the interests of the HRA in the Loan Agreement and Mortgage Note which have `�: been assigned to the Trustee under the Indenture; :•� the Bonds shall recite that the Bonds are issued - without moral obligation on the part of the state or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to and other security created or pledged for the payment thereof; and, the Bonds shall not constitute a debt of the City or HRA within the meaning of any constitutional or statutory limitation. I �� 8. Subject to the approval of the City Attorney, the forms of the Loan Agreement, Mortgage Note, Project Agreement and Indenture and exhibits thereto and all other documents described in paragraph 6 hereof are approved substantially in the form submitted except as othezwise provided in paragraph 11 hereof. The Loan Agreement, Mortgage Note, Project Agreement � and Indenture, 'in substanti'ally" the form submi.tted, are directed to be executed in the name and on behalf of the HRA by its Chairman, Secretary, Executive Director and Director of Finance and Management Services. Any documents and certificates necessary to the transaction described above shall . be executed by the appropriate HRA officers. Copies of all of the documents necessary to the transaction herein described ('�� - shall be delivered, filed and recorded as provided herein and -`� in said Loan Agreement and Indenture. ��= 9. The HRA shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture. The .� HRA hereby agrees to sell the Bonds to the Bank for $17,000,000 bearing interest at the rate or rates specified in the Bonds and in the Indenture, upon execution and delivery of the Commi.tment, Indenture, Bonds and related documents. The appropriate officers of the HRA are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bank. 10. The appropriate officers of the HRA are authorized and directed to prepare and furnish to the Bank certified copies of all proceedings and records of the HRA relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any . �� . ��. �,�, � �� heretofore furnished, shall constitute representations of the �:�-� HRA as to the truth of all statements contained therein. The • >-;� appropriate officers of the HRA are further authorized to prepare and furnish to the FHA or the United States Department of Housing and Urban Development ( "HUD") any records, documents or other items requested or required by FHA or HUD in - connection with either the mortgage insurance to be provided by the FHA or the Section 8 leased housing program. 11. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such +� modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the HRA officials authorized herein to execute said documents prior to their execution; and said HRA officials are hereby authorized to approve said changes on behalf of the HRA. The execution of any instrument by the appropriate officer or officers of the HRA herein authorized � shall be conclusive evidence� of �the approval of such documents in accordance with the terms hereof. In the absence of the Chairman or Secretary of the HRA, any of the documents - authorized by this resolution to be executed by them may be executed by any Commissioner of the HRA, and in the absence of ; �'-.: ' the Executive Director or Director of Finance and Management Services, any of the documents authorized by this resolution to r be executed by them may be executed by the Acting Executive .=- - Director, or by the Deputy Director of Finance and Management Services or Treasurer, respectively. Adopted: February 1, 1984 1- . � Cy_ . �_ • . . - :i�z .��, .:.� ''Y�S .., r�� G�a�- F%• :i! �� " ' � � �� s�' . � RESOLUTION N0. 84-2/1-5 RESOLUTION AUTHORIZING A MULTI-FAMILY � '=' DEVELOPMENT UNDER MINNESOTA STATUTES, '`�` CHAPTER 462C OF THE ISSUANCE OF RENTAL .'-�� HOUSING DEVELOPMENT REVENUE BONDS TO FINANCE THE DEVEI�OPMENT (JACKSON TOWER PROJECT) BE IT RESOLVED by the Board of Commissioners of The Housing and Redevelopment Authority of the City of Saint Paul, �� Minnesota, as follows: l . The Board of Commissioners has received a proposal from Jackson Apartments Redevelopment Company Limited Partnership, a Minnesota limited partnership (the "Company") that The Housing and Redevelopment Authority of the City of � Saint Paul, Minnesota (the "�HRA") undertake� to finance a certain multi-family residential rental development pursuant to Minnesota Statutes, Chapter 462C (the "Act") through the issuance by the HRA of its $16,500,000 Rental Housing Development Revenue Bonds, Series 1984-B (Jackson Tower _ Project) (the "Bonds" ) . � _ 2. The Company will acquire certain real property, ,: consisting of an air rights parcels, from the Port Authority of the City of Saint Paul and the St. Paul Area Young Men' s ' Christian Association, and construct therein a residential rental project together with functionally related facilities and together with certain commercial and retail facilities (collectively referred to herein as the "Project") . The . Project as described above will provide decent, safe and sanitary additional housing for the residents of the City and will otherwise further the policies and purposes of the Act and the findings made in the preliminary resolution adopted by the City Council of the City of St. Paul on July 28, 1983. 3. It is proposed that, pursuant to a Loan Agreement � dated as of February 1, 1984 between the HRA as lender and the Company as "Borrower" (the "Loan Agreement") the HRA loan the proceeds of the Bonds to the Company to finance the cost of the Project, and that the indebtedness created and evidenced by the Loan Agreement be further evidenced by a Mortgage Note made by the Company in favor of the HRA and endorsed by the HRA to the . . , ' � '. � _ . � Trustee referred to below. The payments to be made by the Company under the Loan Agreement and Mortgage Note are fixed so ;�� as to produce revenue sufficient to pay the principal of, �„�,� premium, if any, "Additional Indebtedness" (as defined in the Loan Agreement) , if any, and interest thereon, and interest on the Bonds when due. It is further proposed that the HRA assign its rights to the payments due under the Loan Agreement and Mortgage Note (except the HRA's rights in certain fee, indemnification and other payments as provided therein) and certain other rights under the Loan Agreement to First Trust Company of Saint Paul, in St. Paul, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of �� Trust dated as of February 1, 1984 (the '�Indenture" ) and that the Company execute a Mortgage, Fixture Financing Statement and Security Agreement dated as of February 1, 1984 (the "Mortgage") granting certain security interests in the Project • to the Trustee and to further secure the payment of the Bonds and the interest thereon, and Additional Indebtedness and interst thereon, to enter into an Assignment of Leases and ' Rents dated as of February 1�, 1984 (the "Assignment of Leases and Rents" ) and certain other related security documents (such other related documents and the Assignment of Leases and Rents . being collectively referred to herein as the "Collateral Security Documents") . To assure compliance with certain - Federal and State requirements relating to residential rental property, the Company, the Trustee and the HRA will enter into . f � - a Project Agreement dated as of February 1, 1984. `'�'�`j �� • 4. The Company has informed the HRA that it intends to obtain the benefit of mortgage insurance provided by the Federal Housing Administration ( "FHA") under Section 220 of the National Housing Act o� 1934, as amended. The Indenture, Loan Agreement, Mortgage, Mortgage Note, Project Agreement and Collateral Security Documents provide for or allow the amendment, modification, substitution or replacement of some or all of the above-named agreements in the event that FHA mortgage insurance is obtained. The HRA hereby specifically . approves any amendments, modifications, substitutions or replacements required or necessary or desirable to obtain the benefit of mortgage insurance provided by the FHA under Section 220 of the National Housing Act of 1934, as amended or under any similar program, and permitted under the terrns of the Indenture, Loan Agreement, Mortgage, Mortgage Note, Project Agreement and Collateral Security Documents. {-� ; �_�:. __.__-'/ _ _ . . _ ___ . . / �� /�� ' . , � \. \ � 5. The City Council of the City of St. Paul, by action :;�� taken on July 29, 1983 gave preliminary approval to the Projeet 7`� • and the proposed financing therefor and the Minnesota Aousing '''' Finance Agency gave its approval to the financing for the Project on August 25, 1983 : 6. Pursuant to the preliminary approval of the Council, forms of the following documents have been submitted to the HRA for approval: (a) The Loan Agreement and Mortgage Note; .�; (b) The Indenture and forms of, Bonds included ' therein or appended thereto; (c) The Mortgage; (d) The Assignment of Leases and Rents; � (e) The Project Agreement; � (f) The Collateral Security Documents; and (g) The Commitment (the "Commitment") by and among Chemical Bank, a New York banking corporation (the � "Lender") , the Company, and certain other persons or - entities, each of whom has a financial interest in the Company. 7. It is hereby found, determined and declared that: .' (a) the Project described in the Loan Agreement, Indenture and Commitment referred to above constitutes a multi-family rental housing ' development authorized by the Act and residential real property for family units authorized by Section 103 (b) (4) (A) of the Internal Revenue Code of 1954, as amended (the "Code") as the Code was in effect prior to its amendment by the Mortgage Subsidy Bond Tax Act of 1980; and the Project is required to be acquired, constructed, installed, operated and maintained in accordance with the continuing requirements of State and Federal law applicable thereto by the Project Agreement; , -_ . � _ � . . l , . • (b) the purpose of the Project is and the ,,� effect thereof will be to promote the public � .�y; welfare by the acquisition, construction and �`��.��, equipping of a facility for residential rental housing; - (c) the Project is to be located within the , City limits, at a site which is easily accessible to persons residing within the City; (d) the acquisition, construction and � installation of the Project, the issuance and sale ��,. of the Bonds, the execution and delivery by the HRA of the Loan Agreement, Project Agreement and the Indenture, and the performance of all covenants and agreements of the HRA contained in the Loan Agreement and Indenture and of all other . acts and things required under the constitution and laws of �he State of Minnesota and the United � States of America to make' .the Loan Agreement, Indenture and Bonds valid and binding obligations � of the HRA in accordance with their terms, are authorized by the Act; (e) it is desirable that the Company be authorized, in accordance with the provisions of ��:: ;....�,: - the Act and subject to the terms and conditions r '�•' set forth in the Loan Agreement, which terms and ��-�' conditions the HRA determines to be necessary, desirable and proper, to complete the acquisition and installation of the Project by such means as .' shall be available to the Company and in the ' manner determined by the Company, subject to its compliance with the terms and conditions of the Commitment and with or without advertisement for bids as required for the acquisition and installation of municipal facilities; (f) it is desirable that the Bonds be issued by the HRA upon the terms set forth in the Indenture; (g) the basic payments under the Loan Agreement and Mortgage Note are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, Additional Indebtedness, if any, and interest thereon, and interest on the Bonds issued under � .�r . � � . . . � � �. �'�{� /� .. the Inden�ure when due, and the� Loan ��<; Agreement, Mortgage, Commitment and Indenture also '=.:, provide that the Company is required to pay all --- expenses of the operation and maintenance of the Project, including, but without limitation, � adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project Premises and payable during the term and in compliance with the terms and provisions of the Mortgage, Commitment, Loan :,, Agreement and Indenture; (h) under the provisions of the Act, and as provided in the Loan Agreement, Mortgage Note and Indenture, the Bonds are not to be payable from or • charged upon any funds other than the revenue pledged to the payment thereof; the City and HRA are not subject to any . liability there.on; no holder of any Bonds shall ever have the right to compel any exercise by the City or HRA of their taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City or HRA . -- � except the interests of the HRA in the Loan . Agreement and Mortgage Note which have been assigned to the Trustee under the Indenture; the - ` Bonds shall not constitute a charge, lien or encumbrance, legal or equitable upon any property of the City or HRA except the interests of the HRA in the Loan Agreement and Mortgage Note which have been assigned to the Trustee under the Indenture; the Bonds shall recite that the Bonds are issued without moral obligation on the part of the state or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to and other security created or pledged for the payment thereof; and, the Bonds shall not constitute a debt of the City or HRA within the meaning of any constitutional or statutory limitation; and (i) The Project was originally undertaken by Somerset Urban Redevelopment Company (to wYiich the Company is the successor) and a plan specifying the number and location of rental housing units on I/ i � t . . � the Project site was approved by the HRA prior to ;�s� ,�,,,, April 24, 1979; and therefore the Bonds are not ,`k ' subject to the amendments to Section 103 (b) (4) (A) :�,;,`, of the Code made by the Mortgage Subsidy Bond Tax Act of 1980 by reason of Section 1104(h) thereof. 8. Subject to the approval of the City Attorney, the forms of the Loan Agreement, Mortgage Note, Project Agreement and Indenture and exhibits thereto and all other documents described in paragraph 6 hereof are approved substantially in the form submitted except as otherwise provided in paragraph 11 hereof. The Loan Agreement, Mortgage Note, Project Agreement �+' and Indenture, in substantially the form submitted, are • directed to be executed in the name and on behalf of the HRA by its Chairman, Secretary, Executive Director and Director of Finance and Management Services. Any documents and certificates necessary to the transaction described above shall be executed by the appropriate HRA officers. Copies of all of the documents necessary to the transaction herein described � shall be delivered, filed anci recorded as provided herein and in said Loan Agreement and Indenture. - 9. The HRA shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture. The - ' HRA hereby agrees to sell the Bonds to the Bank for $16,500,000 bearing interest at the rate or rates specified in the Bonds �`�r " and in the Indenture upon execution and delivery of the `_:�r: Commitment, Indenture, Bonds and related documents. The � appropriate officers of the HRA are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bank. � 10. The appropriate officers of the HRA are authorized and directed to prepare and furnish to the Bank certified copies of all proceedings and records of the HRA relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the HRA as to the truth of all statements contained therein. The appropriate officers of the HRA are further authorized to prepare and furnish to the United States Department of Housing and Urban Development ( "HUD" ) any records, documents or other items requested or required by HUD in connection with the mortgage insurance to be provided by the FHA. . �_ . L._.: ' � - � p�—/9I�.. .. � c.. � 11 . The approval hereby given to the various documents �'� referred to above includes approval of such additional details ;;�; therein as may be necessary and appropriate and sucH modifications thereof, deletions therefrom and additions ` thereto as may be necessary and appropriate and approved by the City Attorney and the HRA officials authorized herein to execute said documents prior to their execution; and said HRA officials are hereby authorized to approve said changes on behalf of the HRA. The execution of any instrument by the appropriate officer or officers of the HRA herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the +' Chairman or Secretary of the HRA, any of 'the documents authorized by this resolution to be executed by them may be executed by any Commissioner of the HRA, and in the absence of the Executive Director or Director of Finance and Management Services, any of the documents authorized by this resolution to be executed by �hem may be executed by the Acting Executive Director, or by_the Deputy D�re�tor of Finance and Management � Services or Treasurer, respectively. Adopted: February l, 1984 . _ . � � �� ._ � � . '. � :;� �,�3 :,,. ; - (;.-y� � �.. _ �t:,y; ^ ��: L'� . 1 _ ._ . /� . � V . � �,�.;<<=*e,� . �trl`Y' OF SA:Ii�'T PAU`i. ///� 34' ;. (��/T� �e �'+ M OFFICE OF THE MAYOR ` �a�� iiii'i,i�ii o _. _ _ �9• ,. �� 347 CITY HALL . SAINT PAUL, MINNESOTA SS102 GEORGE LATIMER (612) 298-4323 MAYOR January 27, 1984 � Victor Tedesco, President • � and Members of the City Council ' ,,,. Seventh Floor - City Hall , St. Paul , Minnesota 55102 Dear President Tedesco and City Council Members: Please find attached the Saint Paul Planning Commission's review of the Tax Abatement Prc�posal for Galtier Plaza housing. This financing ,proposal will allow t-he construction _of -the Block 40 �development to continue and enable the addition of 347 rental housing units downtown. The Planning Commission has reviewed the proposal as part of its statutory role under the Housing and Redevelopment Authority Act and finds the proposal to be consistent with the Comprehensive Plan. I am forwarding their findings and recommendations to you. Sincerely, e e M yo GL/bkd Attac,hment cc: City Clerk James Hart � , . �-�-�q�' . � , f� , . . , city of saint paul - . �� ;`�; � ; planning co�nmission resolutian .��- -�-=' �`�''- �j � 84-02 � f�le number : ;.;�;:� date January 27, 1984 � -'=-% � WHEREAS, the St. Paul Housing and Redevelopment Authority has requested the St. Paul Planning Commissior to review and comment on the 'fax Abatement Proposal and project plans for Galtier Plaza Housing; and W�iEREAS, Chapter 462 of Minnesota State Statutes empowers'the Planning Commission to review and comment on such proposals; and WHEREAS, the Planning Commission has reviewed the Tax Abatement Proposa! for con- sistency with the St. Paul Comprehensive Plan; and WHEREAS, the Planning Commission has reviewed the Tax Abatement Proposal for con- sistency with Chapter 462, Section 645, Subdivision 1 of the Minnesota State S:atutes; and WHEREAS, the Planning Commission has reviewed the principal financing aspects of the tax. abatement for the Galtier Plaza Housing project and has found the tax abatement approach adequately safeguards the fiscal interests of the City while making construction of 347 rental units economically feasible; and . WHEREAS, the Planning Commission has found the subsidy of the higher rent housing to be justified in meeting housing and downtown development objectives; . NOW, THEREFORE, BE IT RESOLVED, that the St. Paul Planning Commission finds the Tax Abatement Proposal for Galtier Plaza Housing to be consistent with the St. PauI Comprehensive Plan; and BE IT FUR;�iLR RESOLVE�, that �he St. Paul Planr►ing Con�mission finds the �ize and s�ope � of the Jackson and Sibley housing towers to be compatible with downtown development and ' without need for immediate additions to pubtic facilities or cultural and recreational opportunities; and ' BE IT FINALLY RESOLVED, that the St. Paul Planning Commission recommend the. Tax Abatement Proposal for Galtier Plaza Housing to the St. Paul City Council for adoption. McDonell ' move�d by . se�ca�ded by Ka d r;e _ � in favor ,4 � a�inst ° . . �� . �. o. �� . � � . : :�� ;� • ( (' CITY OF SAINT PAUL �� .� y= DEPARTNtiENT OF PLANNlNG AND ECONOM(C DEVELOPMENT �� 11° ;: - - DIVISION OF PLANNING "•�i ^.� ?5 Wect fourth Stree�Saint Paul,Minnesots 55102 �Zi� �� - 612=292-1s77 GEORGE LATIMER ' MAYOR ' , DATE: January 19, 1984 T0: Economic Development Com�nittee FROM: Allen Lovejoy Q' �� ' . REr� 7ax Abatement Proposal for Galtier Plaza Housing Introduction In July, 1983 the City Council provided preliminary approval to the proposed revenue bond financing of two rental housing towers on top of Galtier Plaza (Block 40). The developer and the-Housing and Redevelopment Authroity are now requesting approval of a partial property tax abatement plan for the rental housing. The Planning Commission has been requested by the HRA to review the proposal and report findings back to them. Authority f or Review � This proposal constitutes a project within a Redevelopment Area and is there`ore . governed by the Minnesota Housing Redevelopment Authority Act (Ch, 462). Spe- cifically, Ch. 462.515 requires that "an authority (HRA) shall request the written . � opinion of the planning. . . agency on all redevelopment plans (and project plans) to it prior to approving those redeve7opment plans (or project plans), and the planning. . . agency shall submit its written opinion vrithin 30 days." In addition, . ch. 462.645 requires funding must be made by the City such that: l. the height and bulk �f structures, density of population, and percentage of ]and covered are consistent with the Comprehensive Plan; 2. .provision of adequate public facilities (�sewers, streets, water and util- ities) will be/have been provided; and 3. cultural and recreational facilities are accessible. Background , 7he housing being proposed f or Galtier Plaza constitutes the second phase of the mixed use Block 40 develpment. In January, 1982, the Plannino Commission reviek�ed the Block 40 Tax Increment Proposal znd recom�nended suppor� ror its addition to the Seventh Place Redevelopment Project by ruling it to be consistent with the Comprehensive Plan. At that time housing was anticipatzd to be constructed as a subsequent project and there`ore the 6altier Plaza structure has since been designed and built to accomodate tv;o housing to�rers. The t�wo towers (Jackson Tov;er and Sibley To�rer) ��ill centain a total of 347 rental � Gpartments. The Jackson Tower will consist of i68 apart��ents and 24,�78 square feet of office space. The Si51ey �ower �rill consist of 12,2�0 square `eet of corr��ercial space and 179 apartT�ents, 28 of v;hich wl i � �Je SUh51G1Z�d. 7nere �v;ill be. a 7 ,5u0 square foot glass-enclosed co;r��nunity room en the roo`. . . . �� Economic Development Corru� .ee , �- � January 19, 1984 . Page 2 . ' . . . ' There will also be 45 unique floor plans. for rents ranging frnsuredg revenue 3bond month. Rental housing financing to be used is HUD/FH � financing at $15 million for the Jacks�n Tower and $15.5 million for the Sibley Tower. ,• The developer has requested formation oe L� �axeabatement�(described e nc attached building pro�ect as well as partial proF r � � The proposal recom- ' "Report on Proposed Tax A be m�e pn al i e� ;` 4property ataxes. Thi s wou ld be done m e n d s t h a t p a y m e n t s W>> > a lar er =sc:-a+�' acc o u n t t o m e e t F k i A p r o v i s�o n s primarily to avoid setting up g � ments in lieu of taxes will regarding property tax payments. In add ;t',c��, since pay , be based on cash flows and not asses�ecCyL �whentthe cash�flowWSituationWisamore payments �n the later years of the p c„ f avorable. The payments in lieu of taxes would be processed by the County and distributed to the County, School Distr�ct o�diont o ld be t eatedmas taxeincrement property taxes. Subsequently, the C�ty s p within the tax increment district. Issues . � 1. Is there a need/desire for hi her income rental units downtown? It is f airly well substantiated that additiona9 rental� housing downtowneis portions of the Comprehensive Plan desirable. The Housing Plan recorr�r►e�v�in Penergy effgceency of lifestylesCby (r.ental as we�ll as ownership) and imp 9 increasing housing downtown. ThenalWUn�tsDbyel9°•0)�,LespeciallyCaroundrMears housing downtown (5,000 addit�o • Park. In addition, the Downtawn Development Plan calls for a mix of income and age groups in downtown development. As for the need for such units, the market analysh� follow i g findingsent �Concept Corporation) for Galtier Plaza housing made t - generally, there is a market demand f or 250-325 market rate rental apartnen�s downtown; - the recent addition of 1,128 ne�he down ownnarea and 858 hotel rooms are indicators of market strength in - Lowertown's fast becoming the focal P�ort for thealon9 te mnsu�cesswof the skyway connections provides• strong supp project; , . - an attitudinal survey conducted bnSDeCther�horkang dok�nto?�n� orlv,hoearerdrarn interest in such housing by perso to downtown ' s cultural , entertai��mof 24 d�o 30 r�onthslprovidedlthere are no - DCC anticipates a rent up per sharp do�rnturns in the economy; and - Galtier Plaza will have a competitiveeCd��G�ional� `acilitie�iate accesibility to retail , office, restaurant, znd 6iven the market analysis of OCC, t e�0 �occ°�h `e� �inl do��ntov;ne�St. hPau�r income rental units and the m�rke arL or refute �CC' s filthou9h planning sta`f has no current accur�.e d��c to s,�pp `inding, it is believed that tnere currer��±y is � r,�r�et for such hou'sing in downto��n. . . . � , ��l-�rg � Economic Development Comm� ee , � January 19, 1984 � Page 3 . _ _ . . 2. Is such a lar e housin develo ment com atible with existin and lanned downtown deve opment? Other recent housing developments in downtown have been of a similar scale (Mears Park - 255, Kellogg Square - 450, City Walk - 231 and Gallery Towers 195) and the two towers themselves are only a portion of the larger commercial development. Since the Downtown Development Plan calls for large mixed-use developments, the scale of the towers is not, by policy, inappropriate. And in comparison to surrounding buildings, the height and bu�k of Block 40 will �be comparible to N�innesota Mutual and the Burlington Northern bu9ldings. 3. � Are there sufficient public facilities to support the project? As part of the overall Block 40 development, utilities and streets were designed to accomodate increased usag�. In addition, three skyways will be built to link Block 40 with the main portion of the d�wntown skyway system. Therefore, the existir�g and prograrr�ned public facilities are sufficient to support the increased development. • � - - � 4. Why are there less than 20� subsidized housing units in the project? � By FHA guidelines, the revenue bond financing being used would ordinarily require 20� of the units be of rents affordable to low and moderate incomes as defined by the Sec�ion 8 Program. In this instance negotiations f or the deveJopment of the Jackson Tower clearly predate the federal laws requiring such units and therefore have been argued �to be grandfathered in. As for the fact that the Sibley Tower has 16% instead of 20% subsidized units, there is a . provision in the federal law which allows for a 5� exemption from the requirement when the project is in an Area of Chronic Economic Distress (ACED is a f ederal designation santioned by HUD and U.S. 7reasury). ' B.ut, the primary question remains as to why higher rent units should be subsidized. There are three primary justi`ications for such a subsidy. First, there is market demand for more of such housing. Previous projects with higher rents have been successf ul with no clear cut indications of weakness in the market. Second, higher rents usually mean higher disposable incomes and greater support for commercial and retail business downtown. Third, HRA staff has found that were it not for the tax abatement .arrangement the housing could not be built at all . Therefore, staff believes that the deve�opment subsidy is justified. ' Conclusions 1. The project is corsistent with the Comprehe�sive Plan, specifically the Housing and �owntov:n Development portions. 2. 7he height and bulk of the project is co�patible �,i�n surr�unding downtoarn development. 3. Existing and progrz��rned public facilities are s�`ficien� to acco„�oda�e this ir�crease in devel�pment. . . . , . �,�� Q� - Economic Development Comm� � �ee • � ' January 19, 1984 _ � Page 4 . . . . . 4. Cultural and recreational facilities� are plentiful downtown, quite sufficient to meet the needs of those targeted _.`or residency. 5. S�bsidy of higher'�rent housing downtown is justifiable to meet housing and . downtown development objectives. � Staff Recomrnendations 1. Recommend this report and the draft Re��utjon in support of the Tax Abatement ;,,. Proposal for Galtier Plaza Housing gc `: the Planning Co�nission for adoption. ,: ; �F��P3�=�4� � . . . . . . . _ : .. . .. ��F�.. . ,' � ' . . ' ' � . . . � � . .,..... � � � - � ,' . � . � � � . � .. � . - - . . . Y �' ' . . � . � � . . �� _ . � � . . . , ' . '� , . � ` . � 1►�bruary-2, 1984 - . � t St. Yaul D3apatch-Piomeer Press � � SS E. Fourth� Street - : ; , � St. Paul, lYtinnaaota � � . , Attsntions Jaae` � . � , . � ., � . Gentlement: � � ' 'Bncloaad .is a notica of Fublic-Hearing. �Would you pleaee print it ia . tha Pioaear Press on Pebttuarq 4, 2984. , � ' , � Plesae bil City Clerk Contract No. 148?. � . � ' , . , , , s , ' Yottza ts�l.y, . � . , _ - , � Albert B�. Oleon . . i City CZerk r . , . . � � ABO:th ' . , �� Eac. _ , . . . � � � , , , - �; , . . , � . . . . � , : , .. . . , � � , . � , , ; . . , -�; ' . , , _ : ' . . . � ! , � � , i ;` . ' , ' ' �. , i , / . . - r - � �. . . �' . , . ; i - •, r ` �I. � � ,� . . � - . . . . .. � , . � � . i: _. . ' . ' .' • . . . � � � . � . , � � ., . . . . , ' . . ' . . . . . . . . . . � ,� - � � � . � � . � - . . ' . . . � . � � ' . � � I . . � � . d '� � . . � ' . . . � I . � � .. . ". . ' . . . ` � . �� . . .+ . . _ , . . .. . . . . , . . �. . . . ' � "' . '. ' ' � • ! . ' ' . � . � � . . . . - . ' .. � � . � . ' .1,� . ' , . , , � , . . ' . � . . . . � . . \ . ' i ".�� . � . . . . ' . . . ' . _ . . i . . . . , %� . _ . .. . . . . - . . . . . . ' ` .. 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' ' • ' . � \ . � " . . ' . . . . t . � . , ' ' _. .. -� . .� _ - . . . . • , '. . .� i . . .' � .. - , . ,'r • . , - � - _ , i - ; , � ' ' � . — '; . ' � j . . . - , .} • ' / , / . ` . - . e , , � y . ' � , , , � . „; . , . , ` °;. � � , . �� : � . ' / � ; � � a . , " ' ', � i . ' : , . , _ „ , � r". . ! '�. , _ . , _ � i �,�= �'��9� � R�`�tTro-; CITY OF SAINT PAUL ; � OFFICE OF THE CITY ATTORNEY a °ii i iii► a � „ EDWARD P. STARR, CITY ATTORNEY +.6. 647 City Hall, Saint Paul, Minnesota 55102 612-298-5121 GEORGE LATIMER MAYOR February 2 , 1984 To : Al Olson � � From: Jim Hart Re: Public Hearing Notice, Housing Project Plans and Partial Tax Exemption, Galtier Plaza Development On February l, 1984, the City Council sitting as the HRA Board �ave preliminary approval to the referenced matters which are to be heard upon public hearing by the City Council on Thursday, February 16 , 1984. Enclosed is a draft Notice of Public Hearing for publication in the Dispatch-Pioneer Press at least ten days prior to February 16th. Should you have any question.s contact the writer or Gary Peltier (PED 7494 X259) . Thanks . Enc . cc : Gary Peltier .��,°°�,:,:5,, � �F �f-�9� . � , . , NOTICE OF PUBLIC HEARING UPON PROJECT PLANS AND PROPOSALS FOR PARTIAL TAX EXEMPTION FOR RENTAL HOUSING COMPONENT OF GAL'TIER PLAZA DEVELOPMENT Upon the favorable recommendation of the Saint Paul Planning Commission, the Housing and Redevelopment Authority has approved project plans submitted by Jackson Apartments Redevelopment Company Limited Partnership and Sibley Apartments Redevelopment Company Limited Partnership for construction of two rental housing towers containing 347 dwelling units and appurtenant non-residential space as a part of the Galtier Plaza development in the Seventh Place Redevelopment Project and Lowertown area of Saint Paul . These rental housing towers would be constructed at an estimated cost of �33, 500, 000 financed by Authority issue of rental housing development revenue bonds under Minnesota Statutes Chapter 462C supported by mortgage insurance provided by the Federal Housing Administration (FHA) and by grant of partial tax exemption under Minnesota Statutes Section 462 . 651 Subdivision 1 for a term not to exceed 25 years of so much of the assessed value of the Jackson and Sibley Apartments rental housing projects as represents an increase over the assessed valuation of the property at the time HRA acquired it for redevelopment purposes . NOTICE is hereby given that the Council of the City of Saint Paul will conduct a PUBLIC HEARING upon said project plans and proposal to grant partial tax exemption on Thursday, February 16 , 1984, at lO: OQ a.m. , Central Standard Time, or as soon thereafter as these matters may be heard, in the Council Chambers , third floor City Hall and Courthouse , 15 West Kellogg Boulevard, Saint Paul , Minnesota. At said Public Hearing the City Council will consider �ahether (1) the rental housing improvements could be constructed and the air rights portion of Galtier Plaza thus made available for rede- velopment without the bond issue, mortgage insurance and tax exemption nroposed, (2) whether the Jackson and Sibley Apartments Project Plans for the Galtier Plaza portion of the Seventh Place Redevelopment Area afford maximum opportunity, consistent with the sound needs of the City as a whole, for the redevelopment of said area by private enterprise, (3) the Project Plans conforrn to the requirements of the Saint Paul Comprehensive Plan, and whether (4) said Project Plans should be approved and said partial tax exemption should be granted in accordance with the applicable statute. . Copies of the Project Plans , Proposals for Tax Exemption and Redevelopment Company Contracts are available for inspection in the Department of Planning and Economic Development, 12th Floor , C F ��-i9� r � ` , ♦ � -2- City Hall Annex, 25 West Fourth Street, Saint Paul, Minnesota and inquiries may be made of Mr. Gary Peltier (292-1577 , ext. 259) at said address during regular business hours . At said Public Hearing all interested parties will have reasonable opportunity to express their views upon the matters being considered by the Saint Paul City Council . Albert B. 01son City Clerk , �f G/= �U i 9� :�.: CITY OF SAINT PAUL INTERDEPARTMENTAL MEMORANDUM DATE: February 9, 1984 T0: A1 Olson, City Clerk FROM: Gary Peltier � , v SUBJECT: TAX EXEMPTIO(V, GALTIER PLAZA As a followup to our recent conversation, attached is the first page of the draft City Council Resolution for approving tax exemption for rental housing in Galtier Plaza. I will provide the final , executed copy as soon as possible. Thanks! GAP/gh Attachment , i . G� ��` . � j - . � � � ��,� , _ ___ _ , _ __ __ _ __ _ _ _ __ _ _ _ WHITE - CIT� CL K - - �- �- � �� - � PINK � FIN: Nc G I TY O F SA I NT PA U L Council CANARV - DEF� RT ENT C�ty Atrny JTH File N0. Council Resolution Presented By Referred To Committee: Date Out of Committee By Date RESQLUTI�N A�P:�ti�: P�..�S �D 'G�A�+TTII►1� PAR'T`IAL TAX EX��Ifl.�t.x�3�, J�QB� Tt�E'�t`�"D S"�BLEY ��R`�°�'iNG _ PRQ.��s`, ` ��'�'I'ILR PLAZA (BLO�K 40) , � ��5�"E1�I PLACE REDEVELOPI�lENT AREA WHEREAS, Jackson Apartments Redevelopment Company Limited Partnership and Sibley Apartments Redevelopment Company Limited Partnership , limited partnerships formed for the purpose of qualifying as redevelopment companies under the Municipal Housing and Redevelopment Act (the Act) Section 462.591 of Minnesota Statu*es , have submitted to the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (HRA) Project Plans for _ construction of two towers containing 347 units of multifamily rental housing and appurtenant non-residential space (�ackson Tower Project and Sibley Tower Project) located in air rights parcels described in Exhibit "A" hereto attached hereafter re- ferred to as the "Jackson Tower Property" and _the "Sibley Tower Property" ; and WHEREAS, the Jackson Tower Property and Sibley Tower Property lie within Block 40 (bounded by Fifth, Sixth, Jackson and Sibley Streets) Seventh Place Redevelopment Project for which the City Council has heretofor approved and there is now in effect, pursuant to provision of the Act a .Revised Redevelopment Plan providing for public assistance to private development of Block 40 in mixed use and varied ownership for parking, commercial , institutional and housing redevelopment purposes with said housing development component qualifying for treatment under the Act including Section 462 .415 Subdivision 6 thereof; and COUNCILMEN Requested by Department of: Yeas Fietcher Nays °f81N [n Favor _. Masanz Nicosta scnetbe� Against BY Tedesco Wilson . Form Appr by City tto ey Adopted by Council: Date Certified Passed by Council Secretary. By � gy. _ _ __ _ . Approved by Mayor for Submission to Council �� . _ . . _ C� �'�/9� ` i�<<<==a,�. CITY OF SA.II�7T PAUL "` � ' OFFICE OF THE MAYOR �� ~ � � o��unn�� . ___ . ?,M �it 1I U o . �0�• A 347 CITY HALL �� : SAINT PAUL, D4INNESOTA 55102 GEORGE LAITMER (612) �298-4323 MAYOR January 27, 1984 �� /��. Victor Tedesco, President ' • ��i6 and Members of the City Council Seventh Floor - City Hall St. Paul , Minnesota 55102 Dear President Tedesco and City Council Members: Please find attached the Saint Paul Planning Commission 's review of the Tax Abatement Proposal for Galtier Plaza housing. This financing proposal will allow the construction of the Block 40 development to continue and enable the addition of 347 rental housing units downtown. The Planning Commission has reviewed the proposal as part of its statutory role under the Housing and Redevelopment Authority Act and finds the proposal to be consistent with the Comprehensive Plan. I am forwarding their findings and recommendations to you. Sincerely, e e M yo GL/bkd Attachment � � � � ��-� cc: _.:E�ty� Cl�rk '�- , --��, r.s , James Hart ��"r �rn � `� , =_'c 4J rri' -�� i,w,,� o . �.c7 � z� � � � � � �- . . � - GF��`�/9� .- ;; �'� . • � ; -� cit of saint aul f � � �A�� `� Y � . . . 27l�^n g planning comm�ss�on resolut�on .�:.��_� _�;=��'y file number � 84-02 � � ,�'p date January 27, 1984 -�' � �� WHEREAS, the St. Paul Housing and Redevelopment Authority has requested the St. PauI Planning Commission to review and comment on the Tax Abatement Proposal and project plans for Galtier Plaza Housing; and WHEREAS, Chapter 462 of Minnesota State Statutes empowers the Planning Commission to review and comment on such proposals; and WHEREAS, the Planning Commission has reviewed the Tax Abatement Proposai for con- sistency with the St. Paul Comprehensive Plan; and WHEREAS, the Planning Commission has reviewed the Tax Abatement Proposal for con- sistency with Chapter 4b2, Section 645, Subdivision 1 of the Minnesota State S:atutes; and WHEREAS, the Planning Commission has reviewed the principal financing aspects of the tax. abatement for the Galtier Plaza Housing project and has found the tax abatement appraach adequately safeguards the fiscal interests of the City while making construction of 347 rental units economically feasib�e; and . WHEREAS, the Planning Commission has found the subsidy of the higher rent housing to be justified in meeting housing and downtown deveiopment objectives; . NOW, THEREFORE, BE IT RESOLVED, that the St. Paui Planning Commission finds the Tax Abatement Proposal for Galtier Plaza Housing to be consistent with the St. PauI Comprehensive Plan; and BE IT FUR;�iLR RESOLV£�, that �he St. Paul Planr►ing Con;►nission finds the �ize and scope � of the Jackson and Sibley housing towers to be �ompatible with downtown development and ' without need for immediate additions to public facilities or cultural and recreational opportunities; and � BE IT FINALLY RESOLVED, that the St. Paul Planning Commission recommend the. Tax � Abatement Proposal for Galtier Plaza Housing to the St. Paul City Council for adoption. moved by McDonel l • seco�ed by Kadrie in favor ,4 � against ° . . � ��i9� ` CLTT �� ,�` ' - CITY OF SAINT PAUL ' =��` �;�, • � . : �, ��`,��,,,� ;a DEPARTMENT OF PLANNING AND ECONOMIC DEVELOPMENT ; , � - DfVISION OF PLANNING � + °§ �+t� s2 2S West fou�th Slreet,Saint Paul.Minnrsota 55102 1 `� '�� 6t2-292-1577 � ! - ' GEORGE UITIMER � i MAYOR i I , - i DATE: January 19, 1984 ; , . , T0: Economic Development Committee - FROM: Al1en Lovejoy Q' �� ' • , RE: Tax Abatement Proposal for Galtier Plaza Nousing Introduction In July, 1983 the City Council provided preliminary approval to the proposed revenue bond financing of two rental housing towers an top of Galtier Plaza (Block 40). The deve]oper and the Housing and Redevelopment Authroity are now requesting approval of a parti al property tax abatement pl an for the rental housi ng. The Planning Commission has been requested by the HRA to review the proposal and report findings back to them. � Authority f or Review � This praposal constitutes a projett within a Redevelopment Area and is therefore . governed by the Minnesota Housing Redevelopment Authority Act (Ch. 462). Spe- cifically, Ch. 462.515 requires that "an authority (HRA) shall request the written � opinion of the planning. . . agency on all redevelopment plans (and project plans) to it prior to approving those redevelopment plans (or project plans), and the planning. . . agency shall submit its written opinion within 30 days." In addition, , ch. 462.645 requires funding must be made by the City such that: l. the height and bulk of structures, density of population, and percentage of land covered are consistent with the Comprehensive Plan; 2. ,provision of adequate public facilities (sewers, streets, water and util- ities) will be/have been provided; and � 3. cultural and recreational facilities are accessible. Background , The housing being proposed for Galtier Plaza constitutes the second phase of the mixed use Block 40 develpment. In January, 1982, the Planning Commission reviewed the Block 40 Tax Increment Proposal and recommended support for its addition to the Seventh Place Redevelopment Project by ruling it to be consistent with the Com�rehensive Plan. At that time housing was anticipated to be constructed as a subsequent project and therefore the Galtier Plaza structure has since been designed and built to accomodate tv;o housing towers. The two towers (Jackson Tower and Sibley Tovrer) v,�ill contain a total of 347 rental � apar�ments. The Jackson Tower will consist of 168 apartmen�s and 24,878 square feet of office space. The Sibley ?ower will consist of 12,250 square feet of corr.�nerci al space and 179 apartments, 28 of which ti,�i l l be subsi dized. There �wi l l be. a 7,b00 square foot glass-enclosed canmunity room on the roof. . � ��=P�/-i�� Economic Development Committee � , ' January 19, 1984 ' Page 2 - There will also be 45 unique floor plans for rents ranging from $439 to $1113 per month. Rental housing financing �o be used is HUD/FHA insured revenue bond financing at $15 million for the Jackson Tower and �15.5 million for the Sibley Tower. . The developer has requested formation of a Development Company for each rental building project as well as partial property tax abatement (described in attached "Report on Proposed Tax Abatement Plan `or �a�tier Plaza"). The proposal recom- mends that payments will be made in lieu ,:` property taxes. This would be done primarily to avoid setting up a larger :�cro+,� account to meet FHA prcvisions regarding property tax payments. In addit� c:��, since payments in lieu of taxes will be based on cash flows and not assessec �. �iue, this proposal would allow larger payments in the later years of the prc,;�t�:� when the cash-flow situation is more f avorable. The payments in lieu of taxes would be processed by the County and distributed to the County, School District and City as theugh payments were actual property taxes. Subsequently, the City' s portion would be treated as tax increment within the tax increment district. Issues 1. Is there a need/desire for higher income rental units downtown? It is fairly well substantiated in the Housing and Downtown Development portions of the Comprehensive Plan that additional rental housing downtown is desirable. The Housing Plan recommends. promoting greater housing choices (rental as well as ownership) and improving energy efficiency of lifestyles by increasing housing downtown. The Downtown Development Plan also calls for more housing downtown (5,000 additional units by 1990), especially around Mears � Park. In addition, the Downtown Development Plan calls for a mix of income and age groups in downtown development. . As for the need for such units, the market analysis (done by Development �Concept Corporation) for Galtier Plaza housing made the following findings: - generally, there is a market demand for 250-325 market rate rental apartments downtown; - the recent addition of 1,128 new housing units and 858 hotel rooms are indicators of market strength in the downtown .area; - Lowertown 's fast becoming the focal point for rehabilitation downtown, and skyway connections provides� strong support for the long-term success of the project; , - an attitudinal survey conduc�ed by DCC in tne Fall of 1°.82 indica�ed primary interest in such housing by persons either �;orking downtoY,n or �,�ho ar2 dr�v;n to downtown ' s cultural , entertainment and recreational activities; - DCC anticipates a rent up period of 24 .�0 30 mor�ths provided there are no sharp downturns in the economy; and - Galtier Plaza will have a competitive advan�aoe due to imTediate accesibility tc retail , office, restaurant, znd recrea�ional facilities. Given the market analysis of DCC, ihere is ~�th the de�ire �o cre��e hioher inccme rental uni�s and the �narket �o le��e them in do��nto�;n St. Paui . r,�i."GUQh pla�r�'ilg Stcfr I1CS t10 CUt'!"Eflt zCCU`'��= �c�� i.0 S :�pO!"i. Or rEfU�e �� ' S find;na, it is believed that there current?y � s � n�.rket fcr suc�, hou'sing ;n dcv,�ntown. . G'F �y f 9� Economi c Devel opment Cormni ttee , � ' January 19, 1984 Page 3 - 2. Is such a lar e housin develo ment com atible with existin and lanned downtown deve opment? Other recent housing developments in downtown have been of a similar scale (Mears Park - 255, Kell�ogg Square - 450, City Walk - 231 and Gallery 7owers 195) and the two towers themselves are only a portion of the larger commercial development. Since the Downtown Development Plan calls for large mixed-use developments, the scale of the towers is not, by policy, inappropriate. And in comparison to surrounding buildings, the height and ' bu�k of Block 40 will �be comparible to Ninnesota Mutual and the Burlington Northern buildings. 3. Are there sufficient public facilities to support the project? As part of the overall Block 40 development, utilities and streets were designed to accomodate increased usage. In addition, three skyways will be built to link Block 40 with the main portion of the downtown skyway system. Therefore, the existing and programmed public f acilities are sufficient to support the increased development. 4. Why are there less than 20% subsidized housing units in the project? By FHA guidelines, the revenue bond financing being used wou]d ordinarily require 20� of the units be of rents aff ordable to low and moderate incomes as defined by the Section 8� Program. In this instance negotiations for the development of the Jackson Tower clearly predate the federal laws requiring such units and therefore have been argued �to be grandfathered in. As for the fact that the Sibley Tower has 16% instead of 20% subsidized units, there is a , provision in the federal law which allows f or a 5� exemption from the requirement when the project is in an Area of Chronic Economic Distress (ACED is a federal designation santioned by HUD and U.S. Treasury) . ' But, the primary question remains as to why higher rent units should be subsidized. There are three primary justifications for such a subsidy. First, there is market demand for more of such housing. Previous projects with higher rents have been successful with no clear cut indications of weakness in the market. Second, higher rents usually mean higher disposable incomes and greater support for commercial and retail business downtown. Third, HRA staff has found that were it not for the tax abatement arrangement the housing could not be built at all . Therefore, staff believes that the development subsidy is justified. ' Conclusions 1. The project is corsistent wi�h the Comprehensive °� an, specifically the Housing and �owntown Development portions. 2. 7he height and bulk of the project is compatible with surrounding downto+;�n development. �. �xisting and prograr�rned pu�lic facilities ar2 su`Ficien� to accomodate �his increase in development. c�� • � Economic Development Commiftee • � January 19, 1984 _ Page 4 4. Cultural and recreational facil�ties a�e plentiful downtown, quite sufficient to meet the needs of those targeted `or residency. 5. Subsidy of higher' rent housing downtown is justifiable to meet housing and . downtown development objectives. Staff Recommendations 1. Recommend this report and the draft Re-c'::t�on in support of the Tax Abatement Proposal for Galtier Plaza Housing gc -c t�e Planning Co�rmission for a�option. �� di ► ' AFFIDAVIT OF PUBLICATION STATE OF MIIVNESOTA COUNTY OF RAMSEY � ROSEMARY J FRANK ' , being t �� . ' �! duly sworn on oath, says: that he is, and during �F � ��3< �, all times herein stated has been, Clerk of the ,�� -• Northwest Publications, Inc., publisher of the �;,,. newspaper known as the St. Paul Dispatch, St. � "'�'` �, Paul Pioneer Press, St. Paul Sunday Pioneer ,, ,_, �%P" ��`• , . Press, a newspaper of general circulation within ,,,,� � the City of St. Paul end the County of Ramsey. �' � �7 �+ That the Notice hereto attached was cut from �„'�"Y w � + � the columns of said newspaper and was printed ��o `��. and published therein on the following dates: Nn�M n dbnt(��: �'' •°'�r 4th day of Feb 19 84 • ► P�uf Th; e' � !hou '��,� �� : day of , 19 �� "" • day of , 19 ,_ qiyt► k � � day of , 19 t� 1 sp Y day of , 19 � ��r» day of , 19 .�. �Q,� ; '"";,t G day of , 19 ,9r� e��0��. :K�Y� '%�%''� baRy, ae4 A � "' "id '`u� � Subscribed and sworn to before me this fM CNY Gw. wiu ��r fiU nrtt�l n��n�.w�r � lOthday c►f Feb , 19 84 pre�� .�+`��.�+�w ` � ��sx�► toe- ropooed !�I ��Naet�p� - 6Rt I1ly��ie�p'lrW R � ��Kd• _ Notar�• Public y nw:AOVlnd : .� i;,,t's'�saakfp��. Washington County, Minnesota f�� "�,. . A�n w- "-�; My commission expires Oct 10 , 19 87 91M:tdx�� , �wrFfA i�Nrv 1�W� ' • �jp�tta�'T11t� Yy�.. � ��p, a,ry�, �XAAAA.�AA4�AA.aA�AR.AAaA.h�manAAA�nQ�An�a�X +� ; 8�e; '• � ,�w KAY M RITCHIE � � ? � �:%+�`�': NOTARY PUBLIC MINNESOTA F��rm 2�� R �f � ��y�, WASHINGTON COUNTY �a� 'tr ' � �"�-"�- My Ccmmission Expires Oct. 10, 1987 � ' �c�vvwvaver �vvv��v�WY11X ,i,� � �r�,��"� � �•.r. z�±�=�. '`'�'��`.t L`ky i�� _• `� ; , � � �.�"� � v ` �+puubr��+ ,a��°_ ..;.f�iNU PRO .J 'F .,'A ; TIAL TAX RBNTRL' �N ,�F. A4T '.� ommi ds��o��,i�� PSU}: 1 �y f�t uinn. 's �iT At{ � . . Aptoia�� ed �rYhi�nsnBSlb!��r ti R evd�bprt�bt ±�ny � a bularr.3Np ` �d re dhpwy. n�� ;. 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