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05-230Council File # �S o'7e3d Resolution # Green sheet # � � °�S�P �� RESOLUTION SAINT PAUL, MINNESOTA Presented Referred To Committee: RESOLUTION APPROVING THE 2 THIRD AMENDMENT TO CONTRACT FOR REDEVELOPMEI3T 3 FOR THE UPPER LANDING PROJECT, AND AUTHORIZING 4 THE EXECUTION AND DELNERY THEREOF 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 WHEREAS, A. The City of Saint Paul ("City"), the Housing and Redevelopment Authority of the City of Saint, Minnesota (the "HRA") and Centex Multi-Family Communities, LP ("Centex") entered into that certain Contract for Redevelopment effective as of May 31, 2001, and subsequently entered into that certain First Amendment to Contract for Redevelopment dated as of May 31, 2002, and that certain Second Amendment to Contract for Redevelopment dated as of Apri130, 2003 (the Contract for Redevelopment, as heretofore amended — the "Contract"); B. Pursuant to the Contract, the City and the HRA granted certain redevelopment rights to, and agreed to sell to, Centex, the site commonly known as the Upper Landing, which is now legally described as Blocks 1 through 7, inclusive, and all Outlots, Upper Landing Urban Village, according to the plat thereof on file in the public land records of Ramsey County, Minnesota (the "Project Area"), and Centex agreed to purchase the Project Area and redevelop it as set forth in the Contract; C. There has now been submitted to this City Council a proposed form of Third Amendment to 22 Contract for Redevelopment; 23 24 NOW, THEREFORE BE IT RESOLVED, by the City Cowicil of the City of Saint Paui, Minnesota, as 25 follows: 26 27 28 29 30 31 32 33 34 35 36 37 1. The proposed form of Third Amendment to Contract for Redevelopment (the "Third Amendment") is hereby approved, with such changes as may be needed priar to execution to finalize such instruinent; provided that such changes shail be only insubstantial in nature. 2. Upon approval thereof as to form by the Office of the Saint Paul City Attorney, the Mayor, the Director of the Department of Planning and Economic Development, the Director, Department of Human 12ights, and the Director, Office of Financial5ervices of the City, or their designees, are hereby authorized and directed to execute and deliver the Third Amendment, and to provide to Centex or other parties such proceedings, certificates and other items as may be necessary or desirable to evidence the due and valid authorization, execution and delivery of the Third Amendment by the City. AA-ADA-EEO Employer O� �3� Requested by Department of: Approved by Financial Serv � Adoption Certified by Council Secretary �.�s� Approved by Ma�o�: Date�� for Submission e AA-ADA-EEO Employe� Adopted by Council: Date �YJJI�� /G.�ovS Form Approved by C' y Attorney r By: � Green Sheet Green Sheet Green Sheet-Green Sheet Green Sheet Green Sheet � OS�� DeR�enUofficelcouncil_ Date Initiated: PE -p��nrog&�,o��e�aP�t a�-M�-0S Green Sheet NO: 3025603 Cor�d Perso� & Phone: Marie Franchett 266-6702 Must Be on Council Aaen � Assign Number For Routing Order Deoar6neM Sent To Person 0 �launine & Economic Develoo � Deoartment Director ' 1 iN Akoroev I 1 2 ioancial Services � 3 vor's Oflice � MavorlAssistaut 4 annine & Economic Develon { Marie Franchett ToWI # of Signatu2 Pages _(Clip Afl Locations for Signature) Action Requested: Approval of Third Amendment to Centex Redevelopment Conh�act. �dations: Approve (A) or R Pianning Commission CIB Committee Must 1. Has this person(firtn ever worked under a contract for this department? Yes No Civil Service Commission 2. Has this personlfirm ever been a city employee? Yes No 3. Does this personlfirm possess a skill not normally possessed by any current city employee? Yes No � ' Ezplain all yes answers on separate sheet and attach to green sheet InitiatinQ Problem; lssues, Opportunity (Who, What, When, Where, Why): The Third Amendment would provide foz: approval of the block 1 site plan and ratificaflon of previous site plans, HRA and Centex fittancing for the Head House Pazking and ChesMut Plaza. Advantages If Approved: Redevelopment of Block 1, Chestnut Plaza and the Head House will proceed. DisadvanWqes If Approved: N/A Disativantages If Not Approved: Redevelopment will be delayed v �Transaction: � Funding Source: CostlRevenue Budgeted: N ActivitV Number. Financial Infamacion: NO CITY FLTNDS ARE BEING COMMITTED. (Facplain) . i�� I ' ' � ' i i . 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I � I � .i � ' � i � i � � � . � il i � ' , � 'i, �'� i i � � � . . � � � t � � �� . i I , ,� � ii � � i�� i �� i i i �i I f��I P�� I� �I� ii �I � � .. .. � . . , i � � � .i i i Y �. 1. � 7 ' � � ��: ',, ;,,'� i ' rv rd��.,�,i�� il ��i,i iF !'' i i� li i�i '� f , � . , „ �„ . ,. �� >l�. � a �..� I ,., I�ir;�..� I ��.°� nn.� � ��.,.H, IAi. rrl�b,�..Ja�,dF��}k6�� ti�:.uk�9�i,n�w �� ..� nk':��U�i�d,1)I a5- a� HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA REPORT TO THE COMMISSiONERS DATE March 16, 2005 REGARDING Resolution Authorizing a Third Amendment to Contract for Redevelopment Between Centex Multi-Family Communities L.P., the City of Saint Paui ("City"} and Housing and Redevelopment Authority of the City of Saint Pauf, Minnesota (`"HRA") regarding the Upper Landing project and Head House, Ward 2, District 17 Purpose Staff is requesting the HRA Board of Commissioners approve a Third Amendment to the Contract for Redevelopment between Centex, the City, and the HRA, (the "Third AmendmenY') authorizing the foliowing: 1 2 � Approval of a site plan for Block 1 Ratification of all previous site plans implemented pursuant to the Upper Landing Master Plan retaining wall footing on the Morgan Traii Execution of a License Agreement with Centex regarding encroachment of the Block 1 4. Approval of a budget amendment allocating $500,000 for the construction of the Head House parking in block 1, allocating $28,515 to make an interest payment on the City loan and allocating $30,000 to pay for professionai consuitant expenses. Background On May 31, 2001, the City, HRA, and Centex executed a Contract tor Redevelopment whereby the HRA pledged: Upper Landing net T1F bond proceeds HRA loan Environmental deanup grants Totai public assistance $18,100,000 $3,Q00,000 $3 700 000 $24,800,000 �, a� Upon execution of the Contract for Redevetopment, the City's goals included cleanup of 8.86 acres of confaminated land, development of an underutilized flood plain area, and construction of 600 housing units with a minimum of 71 rental units of affordable housing at or below 50% of inedian income. Final pians for development of Upper Landing will exceed those goals, resufting in the construction of 707 housing units with total market value of about $155 miilion dolfars. Of the 682 units, 13%, or 90 units, are affordable at or below 50°la of inedian income. Construction of 518 units in Blocks 7, 6, 5, 4 and 3 is complete or underway. Over the next two years, development of Blocks 1 and 2 will add 189 units, Chestnut Plaza, located just east of Bfock �, wiil be constructed in 2006. Construction of Upper Landing Park is undernray. Redevelopment of the Head House will start in 2006 and wili contribute 7,000 square feet of commercial/interpretive space to the Upper Landing project. Revised Block 1 Site Pian The revised site plan calls for the construction of up to 105 housing units, 6,000 square feet of commercial space and two levefs of structured parking. A totai of about 198 parking spaces will be provided within Block 1, of which 48 ground leve! structured spaces wilt be ailocated for the Head House. The revised site plan was approved by the Plan Commission on February 25, 2005, The site pian provides for one building that steps up in elevation from two and three stories at the Chestnut Plaza and rises to five stories at Walnut. A retaining wall wiii be built between B(ock 1 and Chestnut P{aza. Ghestnut Plaza As part of the Upper Landing Master Plan, an area of 150 feet by 3Q� feet, between the west end of Upper Landing Park and the east end of Block 1 at Chestnut Street was designated as a public gathering place and gateway io the Mississippi River named Chestnut Plaza. The cost to construct the Chestnut plaza is estimated to be $1.5 million. Budget and Financing An analysis conducted by Springsted Pub{ic Financial Advisors indicates that tax increment being generated by the Upper Landing Project is estimated to be lower than originally c�- a� projected. This is because of a dropping tax rate and delayed build out of the entire project. The fax rate is projected to decline from 1.22 for taxes payable in 2004 to 1.05 for taxes payable in 2006. Completion of construction of all phases of the development is about three years behind schedule. Centex may have to make cash infusions of up to $912,000 to the project to cover increased capitalized interest expenses. in the Third Amendment, Centex confirms its commitment to make cash deposits to ensure that ali principai and interest paymenfs on the bonds are made. Centex also confirms in the Third Amendment, that it will provide a$195,000 grant for redevelopment of the Head liouse. The financing structured proposed for the Head House parking and Chestnut Piaza is as follows: Head House Parking Centex Rottlund/Gentex HRA Total Chestnut Plaza Centex HRA/Cf BlOther Total $366,666 $233, 334 500 000--� /r'1 $1,100,000 $750,000 750 000 — //'7 $1,500,000 Centex has agreed to reduce its $18.1 mifiion TIF bond proceeds to $16,850,060 to refiect the HRA cash contributions of $1,250,000. Once sufficient tax increments are received to make payments on the Upper Landing bonds, the HRA wili be able to use additiona! tax increments to repay the $3 miliion City loan. Due to the delay in receipt af tax increments, it is likely the NRA will need to restructure the City loan. At this time an interest payment of $28,515 is due on the City loan. Staff is recommending payment of this amount from HRA funds. Funding sources for the Head House parking must be committed so that structuring of financing for rehabilitation of the Head House can proceed. It is estimated that the cost of construction of parking for the Head House wiil be $1.1 million. Staff is recommending that the HRA allocate $500,000 for the construction of the Head House parking in Block 1. Centex and/or its Assigns wiil contribute approximately $600,000 for the parking. Ce�tex and/or its Assigns wiil pay for any cost over-runs and benefit from any construction cost savings related to the Head House parking. 3 �-a� Design plans for Chestnut Piaza need to be completed. Upon execution of the Third Amendment, Centex wili immediately make available $75,000 for design drawings for Chestnut Plaza. The total cost of construction for the piaza is estimated at $1.5 mii{ion. HRA1CIB/ofher funds of $75Q000 will eventual{y need to be committed for the project. Centex wi1l contribute $75qOp0 when City/HRq funds have been allocated for the p)aza. Pubiic Purpose Redevefopment of Block 1 inciudes contamination cleanup, soi{ correction, and construction of 105 housing units and parking for residential, commercialtretaii and Head House uses. The City of St. Paul's Comprehensive Plan indicates that preservation of historic structures is an important public purpose for the City. Construction of Chestnut Plaza wiii provide an important public amenity and enhance the quality of the Upper Landing Development. Neighborhood Review The Upper Landing Task Force, which includes representatives from the Fort Road West Seventh Federation, irving Park Association, Design Center, Riverfront Corporation, Public Works, Parks Department and Planning and Economic Development have been meeting for many months with Centex and Rottlund to reach agreement on the attached site plan. Provision of the Head House parking and redevelopment of the building is a high priority for the community representatives. Other CityJHRA Actions NRA staff and Head House developer ADRZ, wiil be negotiating the terms of a long term lease and development agreement. The current project budget for the liead House is about $8,742,926. Funds have been identified or secured in the amount of an estimated $8,277,000 with a projected remaining gap of $365,926. Once the Third Amendment is executed by the HRA, ADRZ can proceed to finalize structuring of the historic and new market tax credits, and private financing for the Head House. The final gap amount will be impacted by the amount of tax credits that are committed for the project. ADRZ and the RiverFront Corporation have been impiementing plans to obtain private corporate and foundation funding for the Head House and interpretive center component of the project. It is anticipated that staff wili seek HRA approval of the terms of the development agreement by the second quarter of 2005. � 05-a3a Recommendation Staff recommends that the HRA approve the attached resolution which authorizes fhe foliowing: • Approva! of a site pian for Block 1 • Ratification of all previous site plans implemented pursuant to the Upper Landing Master Plan • Execution of a License Agreement with Centex regarding encroachment of the Block 1 retaining waI! footing on the Morgan Traii • Allocation of $500,000 of HRA funds for the construction of the Head House Parking and $28,515 for interest payment on the City loan, and $30,000 for professionai services. Attachments �_ Resolution approving the Third Amendment 2. Third Amendment 3 TiF projections Sponsored 6y Commissioner Thune Marie Franchett, 266-6702 K �BIkIH24Mazi6.wpd - S� M-ADA-ih() Empiuytt OS- a� Draft v9: 3/03/OS THII2D EIMENDMENT TO CONTRACT FOR REDEVELOPMENT BY t1ND AMONG CITY OF SAINT PAUL,IVIINNESOTA �►l� HOUSTNG AND REDEVELOPNLENT AUTHORITY OF THE CTTY OF SAINT PAUL, MINNESOTA =►� CEI�TTEX MULTI-FAMIi,y COMMUNITIES, L.P. Dated: �� 2005 This Document Drafted By: LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION 380 St. Peter Street, Suite 500 Saint Paul, Minnesota 55102 and KELLY & FAWCETT, P.A. 444 Cedaz Street, Suite 235� Saint Pau1, Minnesota 55101 2496578 �,-a� THIRD AMENDMENT TO CON'TRACT FOR REDEVELOPMElVT THIS THIIZD AMENDMENT TO CONTRACT FOR REDEVELOPMENT' ("Third AmendmenP') is made and entered into by and among the City of Saint Paul, Minnesota (the "Cit}�'}, the Housing and Redevelopment Authority of the City of Saint Paul, Minn ota (the "FIRA"), and Centex Mulri-Famiiy Communities, L.P ("Centex") as of the 3� day of '�'�arc_,1�, 2005. RECITALS The City, the HRA, and Centex entered into that certain Contract for Redevelopment effective as of May 31, 2001, and subsequently entered into that certain First Amendment to Contract for Redevelopment, dated as of May 31, 2002, and that certain Second Amendment to the Contract for Redevelopment, dated April 30, 2003, (the Contract for Redevelopment, as amended — the "ConlracY'); Pursuant to the Contract, the City and the HRA granted certain redevelopment rights to, and agreed to se11 to, Centex the site commonly known as the Upper Landing Site as described in the attached E�ibit I("Project Area'�, and Centex agreed to purchase the Project Area and redevelop it as set forth in the Contract; The City, the I�ZA and Centex now wish to enter into this Third Amendment in order to memorialize certain agreements they have reached regarding the redevelopment of the Project Area. NOW, THEREFORE, in consideration of the mutual promises and agreements made in the Contract and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties mutuaily agree as follows: AGREEMENT 1. Head House. The "Head House" referred to in this Secfion 1 is the same structure refened to as the "Pilot House" in the original Contract, and as the "Sack House" in other documents. For all purposes of the Contract, as amended hereby, such structure is the "FIead House." Section 5.9 of the Contract is hereby deleted in its entirety, and replaced by the following: (a) The Head Aouse will be redeveloped according to a p1an approved by the City and the HI2A. Centex wiil not be the developer for the Head House project. As the plans for redevelopment of the Head House aze developed, the City and the HI2A will shaze that information with Centex and its assigns, and solicit Centex's and its assigns' comments thereon. To the extent that redevelopment of the Head House will affect redevelopment of Block 1 of the Project Area, the City and the FiRA must submit that i `Block P' means the real estate identified as such on the plat of the Upper Landing Urban Village in the land records offices of Ramsey County, Minnesota. 2496578 1 C�,-a� information to Centex (or to the enfiries which have entered into contracts with Centex to undertake redevelopment of Block 1). If in the future the HRA and Centex mutually agree to amend the site plan approved by the City and HRA for Block 1, to make changes exclusively for the purpose of accominodating the Head House, the F�2A will agree to pay such added costs Centex ar its Assigns may incur as the result of changes required exclusively to accommodate the Head House, which costs will be ascertained in advance. (b) Centex aclmowledges and agrees that any tas increment derived from the Head House is not included in the Tax Increment derived from the Project Area and allocated according to the Contract (and the bond documentation referred to thezein). Centex acknowledges that it shall haue no claim on any tax increment derived from the Head House. (�) Centex agrees that it shall contribute $195,000 toward the cost of redevelopment of the Head House, on the condition that such funds need not be provided by Centex unless and until there is a closing on the financing for the rehabilita$on of the Head House redevelopment that will contain the restaurant facilities, and then only if said closing occurs not later than 24 months after the execution of this Third Amendment. The HRA sha11 provide written norice to Centex when said closing occurs, and Centex shall provide the $195,000 within 30 days thereafter by remittance to the person, entity or institution designated by the HRA, 2. Block 1. Notwithstanding any provision of the Contract to the contrary, the following provisions shall apply to the redevelopment of Block 1 of the Project Area. Block 1 has be n e s da Bloc� k�l wiIl be edev 1 ped per� he s�i e and design drawings attached as E�ibit II. The Ciry and HRA and Centex acknowledge and agree that the square footage of the retaiUcommercial space on Block 1 wili be reduced from 23,000 square feet to approximately 6,000 squaze feet and the number of residential units shall be increased from 81 to approximately 105 units. The retaiUcommercial space will allow for the provision of goods and services for neighborhood residents. Any restaurant facility located in Block 1 shall have no mare than a total of 50 seats, including indoor and outdoor seating, unless the HRA agrees to amend the Parldng Management Plan attached as Eahibit VII. (b) Resubmission of the site plan referred to in Paragraph 2(a) above shall include new estimates for the cost of both the Eligible Public Expenses, and the Centex Improvements, on Block 1. The revised site plan is sub}ect to a11 the same reviews and approvals required or performed with respect to the original plan for Block 1 as provided in the Contract. The parties acknowledge that the Plauning Commission has approved the amended site plan by action taken on February 25, 2005. In the event of an appeal of that acrion and a reversal by the City Council of the Plamung Commission action, then Centex reserves the right to cancel this Third Amendment in its entirety upon ten (10) days written nofice to the City and HRA no later than April 30, 2005 and upon cancellation no party shall haue any rights or obligations hereunder. If no such appeal is 2496578 2 o5-a� taken or if the City Council satisfies the Plauuing Commission actions upon an appeal, then this Third Amendment shall remain in full force and effect. (c) Centex intends to enter into a contract with Rottlund or a different sub- developer to develop the residenfial condominium units on B1ock 1 and the retaiUcommercial space. Centex or its assigns is required to ensure that any sub- developers fuifill any and all obiigations of Centex as required by tlus Thizd Amendment. (d) Centax or its assigns shall assure that Block 1 is developed so that the Head House is provided adequate access to and connecrions for electriciry, gas, water, sewer and other urilities. A vault room on the protected side of the flood wall shali be built to provide shut off capability. Centex or its assigns shall provide or arrange for ali needed access agreements, easements and authorizations for utility access and the vault room, and the entire cost of designing, constructing and installing the vault room shail be paid by Centex ar its assigns. The City and FIRA shall be responsible to pay any legal fees they incur with respect to reviewing and revising the agreements, easements and other documents described in this Paragraph Z(d). Capital expenditure costs relating to the vault room work shall be allowed as Eligible Public Expenses. 3. Block_ 1 Parkin�, Notwithstanding any provision of the Contract to the contrary, the following provisions shall apply to the parking component of the redevelopment of Block 1 of the Project Area: (a) Block 1 shall include not less than 48 parking spaces for exclusive use by the customers and users of the Head Honse (the "Head House Parking"), located on the grade level of the pazking ramp structure, and shall include an automobile entrance/exit to the Head House spaces located mid-block on Walnut Street, with a garage door or other mechanism that can prevent entry into the Head House parldng spaces during hours the Head House is not in operation, and sha11 include a pedestrian entrance/exit as indicated in the attached Exhibit II. Such spaces shall include at least the ADA {American with Disabilities Act) required number of handicapped accessible spaces, with the exception of vehicles with required clearance greater than 7'-6", provided that a van accessible space approved by the Department of Public Works is provided elsewhere on Block 1. (b) The cost of construction of the Head House Parking ("Costs") has been estimated to be $1.1 million and shall be paid by and in the arder of disbursement described as follows: P —� O L Amount I � $ 500,000.00 Centex 366,666.00 Centex or its assigns 233334.00 Total $1,100,000.00 2496578 3 (�S-a34 Any savings or overruus in the Costs shall benefit or be bome by Centex or its assigns. The Costs are Eligble Public Expenses as defined in the Bond documents but the FIRA wili not seek reimbursement from Bond proceeds for its $500,000 conhibution. The I3RA shzll make its $500,000 contribufion available by October 1, 2005 and shall disburse the funds to or at the order of Centex to pay or reimburse for Costs upon receipt from Centex of satisfactory evidence that such Costs have been incurred or aze due under contracts. (c) The Head House Parking area as illustrated in Exhibit II shali be a sepazate real estate parcel which shall be conveyed by warranty deed at no cost to the HRA. Subject to Unavoidable Delays as defined in the Conlxact, Centex or its assi�s shall complete the Head House Parking, obtain a certificate of occupancy for the pazking area from the City, and then convey the Head House Parking to the HRA on ar before April 15, 2007 ("Head House Parking Completion Date"). Conveyance shall be by a warranty deed; provided, however, if Centex or its assigns has not filed an approved condominium plat by the date a certificate of occupancy is issued, then Centex or its assigns will convey (at no cost to the HR.A) the Head House Parldng by a 99 year recordable lease on terms acceptable to the HRA. The lease will contain a provision that upon filing of the plat, the Head House Pazking will be conveyed (at no cost to the FII2A) by a warranty deed. Centex further agrees to cause the construction of the Head House Parking to be completed in accordance with the time line set forth in Exhibit V hereto ("I'ime Line"). Since actuai damages are not readily ascertainable, Centex or its assigns agree to pay as and for liquidated damages, which is a reasonable forecast of the likely harm to be caused to the HRA or its tenant and is not a penalty for nonperformance by Centex ar its assigns, the sum of $3,000.00 per day for each day complerion of the Head House Pazking is extended beyond the Head House Parking Completion Bate. Provided however that the per-day liquidated damages commence on the later of Aprii 15, 2007 or the date that the Head House improvements, including the restaurant, aze substantially completed and ready to obtain a certificate of occupancy from the City, except for the lease from the HRA of the 48 parking spaces, and such liquidated damages shall not exceed the sum of $500,000. Provided fnrkher that no liquidated damages are due if Centex or its assigns are able to provide to the HRA a temporary parking area of 48 spaces in the lower level parking area of B1ock i, for which the City has issued a certificate of occupancy, and where there is safe and adequate pedestrian access from such parking to the Head House, or are able to provide 48 temporary parking spaces to the fIRA at another location agreeable to the HRA.. Subsequent to the conveyance ar temporary provision of the 48 parking spaces located in Block 1 for use by the HRA or its assigns, future construction on B1ock 1 shall not prevent patrons of the Head House from parking in said spaces located within the Block i parking structure. (d) Upon the destruction ar demolition of the Head House with no rebuilding within one (1) year thereof, the E�A shall at its option either (i) reconvey the Aead House Pazking area to Centex or its assigns at no cost, ar(ii) pay to Centex or its assi�s the amount Centex paid to construct the Head Hause Parking. 2496578 4 cn-a� (e) T`he HI2t1 or its tenants or assigns shall be responsible for maintenance and repair of the Head House Pazking as further provided in an easement, maintenance or similaz agreement. (fl As fee owner of properiy on Block 1, the HRA or its tenants or assigns shall be a member of the associarion of owners of property on Block 1, and will be responsible for its proportionate shate of common costs and expenses associated with the Head House Pazking. "proportionate" for this purpose shall mean proporkioned according to the number of commercial parking spaces. (g) Either as owner of the Head House, or as an owner of the Head House Pu'Inng, the HRA or its assigns shall not be a member of the Upper Landing Master Homeowners Association. (h) Attached hereto as E�ibit III aze specifications for the Head House Parking. Centex shall require, in the relevant contracts with its sub-developer(s), that the Head House Paricing be constnzcted in accordance with such specificafions, unless otherwise agreed upon by all parties. 4• U�er Landine parking Nr�naeemenr and Restricti�„� (a) The Department of Public Works, at the e�pense of Centex ar its Assigns, and at the expense of the Head House developer or HRA where appropriate, agrees to implement the following on-street parking measures: (i) On-street parking shail have a 2-hour time restriction from 8 a.m. to 10 p.m. throughout the I3pper Landing project area, including the parlang spaces on Spring Street east of Eagle Parkway/Chestnut P1aza. (ii) Valet parldng spaces far the Head House sha11 be allowed on the west side of Walnut Street, between Mill Street and Spring Street with 6 on-street parking spaces for this purpose. Valet hours will be from 5 p.m. until2 a.m. seven days a week. Neither the City or Centex or its assigns shall be responsible for providing or contracting valet services related to the proposed off-site restaurant or any other associated off-site use. (iii) Designarion and establishment of a commercial vehicle loading zone far the Head Aouse wi11 be on the north side of Mill Street, west of Walnut Street. The first two parking spaces west of Walnuf Sireet will be signed to a11ow for commercial vehicle loading on1y, 30 minute limit, 8-11 a.m. Monday through Saturday. Waste or recycling pick up for any commercial use will not be permitted in this area. 2496578 5 �.��a (iv) Maintain a miniuZUm of 40, non-exclusive parking spaces located within 500 feet of the Eagle Parkwa}�/Chestnut Plaza that will serve patrons of Chestnut Plaza and Upper Landing Pazk. (v) Meet with Centex and{or its assigns, the HRA staff and Head House developers to resolve final details and costs associated with the on-street signage. (b) The Department of Public Works agrees to make the following on street pazking recommendations: (i) Recommend that the City Council establish an Upper Landing residenrial permit pazking district on all Upper Landing streets, except for the pazking spaces specifically necessary to meet Block 1 zoning requirements, for Head House valet and commercial Pazking and to provide non-exclusive parking spaces for park purposes. (ii) To meet the above objectives, permit parldng wili currently not be allowed on the north side of Mill Street between Sherman and Wainut Street, both sides of Walnut Street between Mill Street and Spring Street on the north side of Spring Street between Eagle Parkway and Walnut Street or on both sides of Spring Street east of Eagle Parkway. The pernut parking area may require fuhue adjustments to meet the changing parking demand and/or land uses. (c) Centex or its assigns agree to implement policies such that: (i) Residents of Blocks 2, 3, and 4 will provide underground pazking for guests whenever possible, and (ii) Those policies shall be consistent with the recommendations included in this Agreement. (d) Centex or its Assigns and the FIRA or its Assigns agree to require that all retaiUcommercial businesses, tenants, and owners on Biock 1 and the Head House wili require their employees to park off-site from Upper Landing blocks. If permitted by City Code, Centex or its assigns may lease or seil surplus residentiai spaces within structured pazking to businesses or employees within the Upper Landing Development Area. 5. Chestnut Plaza. Section 5.13 of the Contract (as modified by Section 14 of the First Amendment and Secrion 8 of the Second Amendment) is hereby deleted, except for Section 5.13(d), and the deleted sections are hereby replaced with the following: 2496578 6 05-a3o (a) The City and HRA shall manage the wark of redevelopment of Chestnut Plaza according to a site plan and desi� to be provided to Centex prior to the start of consiruction. (b) The cost of conshuction of Chestnut Plaza has been estimated to be $1.4 to $1.5 million. Centex shall contribute the sum of $750,000 towazd the cost of Chestnut Plaza, which contribution shall be an Eligible Public Expense as defined in the Bond Documents. The I acknowledges that Centex has already expended $64,000 for costs of Chestnut Plaza, which amount is hereby credited against the $750,000, leaving a net contriburion of $686,000. The City and HRA shall pay the balance of the cost of Chestnut Plaza, but the FIRA agrees that it will not seek reimbursement for its shaze of such costs from Bond proceeds. (c) Centex' agreement to pay $750,000 of the costs of Chestnut Plaza is contingent upon receipt by Centex of satisfactory evidence that such costs have been incurred or aze due under contracts; and Centex shall provide funds within 30 days of each receipt of a request for an advance, with accompanying documentarion; provided that (i) the foregoing requirements do not apply to the $64,000 aiready advanced; and (ii) Centex will provide $75,000 for design and plauning costs upon execution of this Third Amendment, and without the need far documenta6on which amount shall be credited against Centex' contribution. 6. FinancialObligations. Notwithstanding any provision or term to the contrary in the Contract or Bond Documents: (a) Centex shall post and renew as necessary the Capitalized Interest Letter of Credit until such time as all Outstanding Bonds are Released Bonds; in the alternative, Centex may deposit cash in the Series 2002B Capitalized Interest Account in amounts sufficient to pay interest on the Series 2002 Bonds, other than Released Bonds, when due, and such deposits or renewals shall be done at such times as may be necessazy to prevent any mandatory redemption of Bonds because of a capitalized interest shortfall. (b) Centex sha11 draw upon the Project Accounts, and post Disbursement Letters of Credit to the Series 2002B Project Account, as needed to ailow full disbursement of net Bond proceeds deposited in the project Accounts. The IIRA acknowledges that Centex will direct that increases in the amounts of Seasoned Tax Increment and other Tas Increment be applied first to support disbursements from the Series 2002A Project Account. (c) Centex shall otherwise deposit such sums as may be necessary to allow the continued tunely payment in fu11 of debt service on the Series 2002 Bonds; provided that Centex shall not deposit funds under the Series 2002A za95s�s � ffJ Indenture without first obtaining an opinion of Bond Counsel that such action will not jeopazdize the tax exempt status of the Series 2002A Bonds. �• Other P_ r_ovisions_ Notw��t�� y provisions of the Contract to the contrary: (a) License Ag: Centex agrees to conshuct at its own expense a retaiiling wall for Block 1. The footings with respect thereto will encroach upon City- owned park land. Upon City approval and Centex' agreement to proceed to implement the approved site plan and/ar condifions of the amended site plan, the FIRA agrees to issue a sub License Agreement to permit Centex to conshuct and maintain the footings and the retaining wall for the area shown in Eghibit N. Upon execution of this Third Axnendment, Centex agrees to pay the ffi2A the sum of $900.00 that represents the cost of the appraisal associated with the License. (1�) Spnng Street Parking. Centex agrees to pay for the cost of construction of a total of 21 angled parking spaces on Spring Street, adjacent to Chestnut Plaza. (�) Distribution of Net Bond Proceeds. Section 4.6.D of the Contract, as amended by Section 8 of the First Amendment to Contract for Redevelopment, is hereby amended by delerion of ciause 1 thereof in its entirety, and replacement thereof with the following; 1. The first Sixteen Million Eight Hundred Fifty Thousand Dollars ($16,850,000) of Net Bond Proceeds and Tas Increments deposited in the Project Accounts under the Indentures shall be paid to Centex for payment or reimbursement of Eligible Public Expenses? �d� SzBTZaSe• Centex or its assigns agrees to provide "Head House EntranceBxit" signage located above the automobile entrance/exit with letters no larger than 3' high far large letters and 1' high for small letters ar as otherwise agreed upon by all parties. (e) DeveZopment Area Signage, The Upper Landing Master I�omeowners Association shall have the right to review and cotnment on any and all signage relating to the Head House reuse or any subsequent reuse. 8• Site Plans and Desi s. (a) For the purposes of the Contract only all previous modifications and amendments to the site pians and designs for the Project Area which have been approved bY the City Plauning Com�nission (and other govemmental bodies or agencies with jurisdiction — the "Land Use Regulators") are hereby ratified and approved. 2 Revise? 7A96578 8 (�-a3o (b} For the purposes of the Contract only, there is hereby delegated to the HI2A Executive Director or his or her designee the authority to approve further amendments to or modification of such site plans and designs upon approval thereof by the Land Use Regulators. 9. General Provisions. (a) Each of the HRA and Centex shall be solely responsible for its own legal and aduiinistrative fees associated with t]us Tlurd Amendment. (b) Except as expressly amended hereby, a11 provisions of the Contract as heretofare amended shall remain in fuil force and effect. To the extent of any inconsistency between this Third Amendment and the Contract, this Third Amendment shall control. (�) This Third Amendment shall become effective as of the date when all parties shall have executed and delivered this Third Amendment. (d) All terms capitalized herein but not otherwise defined shall have the meanings given to such terms in the Contract. 2496578 9 05- a'�o 1� WPT�F:SS u/HEREOF, the parties have caused this Third Amendment to be executed by their duly authorized representafives, as of the day and year first above written. Approved as to Form: Assistant City Attorney THE HOUSING AND REDEVELOP�NT AUTHORITI' IN AND FOR THE CITY OF SAINT PAUL, MINNESOTA Its: ChairlComxnissioner Its: Executive Airector Its: Director, Office ofFinancial Services Signature page to Third Amendment to Contract for Redevelopment 24965'/S .S-1 o5-a3o Approved as to Form: THE CTTY OF SAIiVT PAUL Assistant City Attomey Its: Mayor Its: Director, Department of Plavuing and Economic Development Its: Director, Office ofFinanciai Services Its Director, Department of Human Rights Signature page to Third Amendment to Contract for Redevelopment 2496578 S-2 CY�-a3o CENT'EX MULTI-FAMII,Y COMIvICNI'TIES, L.P. By: CENTEX MCJLTI-FAMII,Y COMMUNITIES, LLC Its: General Pariner : r . � ?. a.r. �. .,.... i Signahxre page to Third Amendment to Contract for Redevelopment 2496578 S,-3 p5-a3o E��TT I LEGAL DESCRIPTION This Third Amendment applies to: Blocks 1 through 7, inclusive, and all Outlots, Upper Landing Urban Village, according to the plat thereof on file in the public land records of Ramsey County, Minuesota. 2496578 1-1 �•�30 EXHIBIT II Revised Block 1 Site Plan and Design Drawings [Dated January 11, 2005, December 29, 2004 and January 19, 2005] za95s�s II-1 �� "_.•��; �, ?�I a � a Q �i 7 . k _ I _ jP y � H � 1 � , � E ' �.� O ' _ � O � � v i �� ' "``.�I m —�I _ N � � � - i� � v� I � i � ' �� ',` v -,�-.-� � � - , ' � � �` f — e r _— ' — �. !�'� d N � C O `a > v m � 0 C . ;"� '� �- e , I „ - �` c — � . ti < p.:' � 5,-°_ ... _ _ �L.ea..d�e . s .1. _ 3� r iy ..V 1 i. _ 'Ct �� ' . �. fi ��' �� ' r• ,, .�: — i ; r. c 0 fl. � a W Ws d.:� I a: Q ¢ qo p i4 $� Z + I' � I I o � a £� ,m, g � a I I �� 3 � � I I ' � � ,. � wZ � i �J2 5 + � � a I d � ~ � 2z � ��gn e � - U =Yn�� O ��80� � � �� a� gm��LL o � � a• Z g iu �mi � Z � j Y.,° � � � y '� O ` y �m � V . - � 3� e � � ^ � o°� a �m g� ° ° . � O �'a � W N �,� a ;��. � �� '� � � a m<so a w a � y � �� y � : Q'�Z o 2?V � "6 � � � 6;'� �°, qoo � � aF� " � � g q � -'o tiaw � � m�� 'e� � Y c� ��96 9 N z d r y � = a��' `'� k'"� ° e� z �� z�o a � e� =8 �§ QI o9`w 7 R' #� m� � OW¢ � �^�, �<�� ai d ° a�� a ' gg 5 =p y �� R W y i ' m €_ a � � � z �5-a�o �^ : p rese � �W ��-_ �� _ � s___ � : -- _ � a �� Fa� �� "" . f m o - : � _ � o Q - :E � ; � s a � �s� m �� ,� � i� is � � � �,- �,e �iw ��W �i, �� o � �, , , e,w =1 �,� � � i � i i ! �, i i i �i C7,-a3o . . , , . � _ ar� � ��m � ..� w _— � <! J a0 $ e.� 0ay �� I I — � o " ; .J � < - �� I � 1 � 0 i� � i � fi �� a 1�. �� , �� 4�� a w ��w <iw �i� g�� ml� �1� � _ � . OS-�3D ... , - - � � � � ..�■� � � i ds"'_ c ° 6 W � � '• �� j � ��; Qp Z� � � � /:'�) _ Q� 3�°' 0! QY V o � - -" ; �g sQ � �� I I �� (7j < �'''; �� m W ;� � ( I 1 �i �)� Ii ��7�1I z s �- > W � W. F° W ;a 3' .� .� - � EXFIIBIT III Head House Paridng Specifications Ianuary 20 vl 13 �j- �'�J E�BIT III Head $ouse Parking Spec�cafions 1. Cast in place (post tension) system. 2. Micro silica high density concrete. 3. Stainless steel structurai anchorages. 4. � � . 1 11. 12. 13. 24. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 2496578 DCI rust inhibitors (corrosion stopper). Security lights must be connected to emergency generator. If is also recommended any fee computers, entry gates, entry doors, elevators, etc. be connected to the emergency generator. Limit ingress/egress to code requizements. Provide ADA cleazance levels for vans (8'-6"?). Clearance levels to be uniform including sprinklers/lights, eta labeled at entry. Provide watiiing be12, buzzer or minor at egress point (pedestrian waruing device). StairwelUtobbies flooring be slip-proo£ No carpet (eliminates unwanted odors and stains). Paint ceilings to increase lighting levels via reflectivity, Paint walls white (City ordinance). Confirm height of paint with ordinance. Paint columns with easily visible and/or refIective paint. Avoid lights down center aisle to eliminate driver glare. Prefer light fixture location over cars, as this is where pedestrians are most vulnerable. Unifozm lighting is essenfial for good security camera resolufion. Prefer HPS curved lens, opal lenticular fixhues fo better distribute light. Sediment buckets in floor drains (eliminates clogging and freeze up). Hose-down requirement (2" line recommended) with access at each level with freeze protection and drain capability. Provide signage. Refer to Signage E�xibit. Signage should contrast with ramp color (don't use gray signs with concrete ceiling). Provide physical barrier (wall, fence, screening, etc.) between Head House Parking and Retai2 Parking to control access. There shall be no access betwean Head House and Retail Parking for vehicles nor pedestrians. If emergency egress door is required for pedestrians beriveen the azeas, door shall be alarmed and mazked as emergency egress only. Provide screening, fencing to control pedestrian access from street. (DependenY on openings). Provide viewing panels in doors at exit and entrance points. Elixninate potential hiding spaces, i.e. spaces under sfairwells, odd corners. If there is a video/sound/recording security system provided for Housing Pazking, provida security cameras for FIRA Pazking. Provide As-Built plans and Operation & Maintenance manuals to be provided to City. Provide bollards near openings for protection, and at walt comers. Provide mechanicaUelectrical space for sumps/water meter/electrical panelboazds, etc. Provide separata meters for water, electrical, (gas?). Advisa where mechanical system for air exchange requirements is located. The following are requized only if applicable to the design: �-1 (�5-a3D 31. Below water level ramp floor requires drainage system and sump pumps. Two sump pumps required (one to back up the other). Both sumps should be on a high-water and power failure alarm, tied into the securiry system. Both sumps shoutd be connected to emergency generator. 32. Elevator: _ Vandal proof phones (hands free also) _ Vandal proof elevator buttons (etched stainless steel) _ Vandal proof interior cab {etched stainless steel) _ Slip-proof flooring (not carpet). Sump pump tied to emergency generator 33. Avoid heat in stairwell tower, if possible, to eluninate potential sleeping areas. Heat is required in elevator lobby/shaft per elevator code. Confirm code does not require it in stairwelis. 2496578 �'2, �-a� EXHIBIT IV Area of Retaining Wall License 2496578 �_1 � � E � �a % i g � ¢ $ 3 Q 41 O 8 Q k 0 a ', , - � - , �� , �§ �;�v� � � y ' � := 1=� ' �_ ' ` -, ; tit , ^:1., -1 `- 1 � .I � : I , £ i � ,. , � , , , , , , � . � , � � � � � � � ( � � � � � � ' � � I 1 I I � 1 rr � CENTE� MunnFamdy CammunM1Es 13t00 N1��ewaltt Cmv p5-a� J J H °3� J (� � Z Zt� Z W �n E �w� w� �� o ¢o w O U �� Oww U d � 4 J � � 0 25 50 100 SULE W f£ET °�°"�`,,�� UPPER IANDING �� o. MAVM 9T: OEAGX Bi: SAINT PAUL, MINNESOTA 1 xnT a`T BLOCK 1 RETAININ� WALL ' WKEO. Br. OvF. N�uE: ^"r "�-''�-"� FOOTING ANO ACCESS � v�ar o � re '=�a/oa UCENCE AGREEMENT EXfiIBIT 1 � . , EXHTBIT V Time Line For Completion of $ead House Parking Item Date Excavarion commencement Oct 1, 2006 Completion of 48 pazldng spaces April 15, 2007 05-�3D 2496578 V-1 „ OS-�� CENTEX MULTI-FAMILY COMM[JNIT'IES, L.P. By: CENTEX MCTLTT-FAMILY COMMLINITIES, LLC Its: General Partner �� :. _ �. ..�..__! � _ c► < � _ Signature page to Third Amendment to Conhact for Redevelopment 2496578 S-3 e . . CENTEX MiJLTI-FAMII,Y CQMMITNiTIES, L.P. By: CENTEX MtILTi-FAMII,Y COMMIJNITIES, LLC Its: General Partner • y; ► � � r , C!'�iLru � Signature page to Third Amendment to Comr�ct for Redevelopment ZA96518 S-3 (�'��