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HomeMy WebLinkAbout1 - HRA Agenda Packet 07-24-17Agenda for HRA Meeting Monday, July 24, 2017, 7:00 P.M. Orono Council Chambers, 2780 Kelley Parkway, Orono, Minnesota 55356 952-249-4600 / www.ci.orono.mn.us ROLL CALL CITY ADMINISTRATOR'S REPORT Consider Purchase Agreement for Orono Woods Land ADJOURNMENT HRA AGENDA ITEM Item No.: 1 Date: July 24 , 2017 Item Description: Consider Purchase Agreement of Orono Woods Land Presenter: Doug Reeder Agenda Orono Housing and Executive Director Section: Redevelopment Authority Purpose. To hold a public hearing on the sale of the land where Orono Woods is located and approve a purchase agreement for the sale of the land 2. Background. When Orono Woods was built the Orono Housing and Redevelopment Authority retained ownership of the land under the building as part of a developer's agreement and a ground lease. At this time the Orono Woods Apartments are being sold and the new owners are requesting that the HRA sell the property to the new owner for $1. At the same time the new owners will execute a Declaration of Restrictive Covenants and an amendment to the Developers Agreement which will keep most of the intended requirements of the ground lease. The City Council has already approved the Declaration of Restrictive Covenants and the amendment to the Developers Agreement. 3. Staff Recommendation. I recommend that Orono Housing and Redevelopment Authority approve the purchase agreement to sell the land under Orono Woods, The Declaration of Restrictive Covenants and the Amendment to the Development Agreement COUNCIL ACTION REQUESTED 1. Hold the Public Hearing 2. Motion to approve the Purchase Agreement for the sale of the land under Orono Woods, The Declaration of Restrictive Covenants and the Amendment to the Development Agreement. Exhibit Exhibit A. Purchase Agreement Exhibit B. Declaration of Restrictive Covenants Exhibit C. Amendment to the Developers Agreement Prepared By: W Reviewed By: 1L5z Approved By: W, HRA Exhibit A PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement"), dated for reference purposes only the day of , 2017 (the "Effective Date"), between the ORONO HOUSING AND REDEVELOPMENT AUTHORITY, a political subdivision under the laws of the State of Minnesota ("Seller") and LANEL HOUSING SERVICES, INC., a Minnesota corporation ("Purchaser"). RECITALS A. Seller is the fee owner of certain real property located in the City of Orono, Hennepin County, Minnesota legally described in Exhibit A attached hereto ("Property"); B. The Property is subject to a ground lease for a 62 -unit senior rental apartment development, parking facilities and related improvements on the Property ("Project") in favor of Orono Senior Housing, LLC, a Minnesota limited liability company ("Tenant"), which ground lease is dated November 30, 2001, filed December 4, 2001, as Document No. 3466808, as amended by First Amendment to Ground Lease Dated December 1, 2006, filed December 29, 2006, as Document No. 4342059 (collectively "Ground Lease"); C. Tenant (as Seller) and Purchaser's predecessor in interest are parties to that certain Purchase Agreement (Orono Woods Apartments) dated April 17, 2017, pursuant to which Purchaser will purchase and acquire the Project from Tenant, as Seller (the "Related Agreement"). By prior assignment, Purchaser is the "Buyer" under the Related Agreement. D. Simultaneously with the closing of this Agreement, Tenant will sell and transfer its interest in the Project under the Ground Lease to Purchaser pursuant to the Related Agreement, and the Seller and Tenant will terminate the Ground Lease. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. PROPERTY. In consideration of the mutual promises, covenants, and agreements hereinafter contained, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, Seller's right, title and interest in that real property located within the City of Orono, Hennepin County, Minnesota as legally described in Exhibit A attached hereto and incorporated by reference herein, together with any interest Seller may have in all attached improvements and fixtures, easements, and other real property interests appurtenant thereto, if any (hereinafter referred to as the "Property"). 2. PURCHASE PRICE. The purchase price for the Property shall be One Dollar and 00/100 Dollars ($1.00) ("Purchase Price"), paid by Purchaser to Seller, subject to closing adjustments and pro -rations, by wire transfer of immediately available funds at the Closing (as defined below) to an account designated by Seller. 193424v4 3. CLOSING. Unless this Agreement is terminated earlier pursuant to its terms, the date for closing the sale and purchase of the Property (the "Closing") shall be held simultaneously with the closing under the Related Agreement, and in any event on or before October 1, 2017. Closing shall be held at the office of Purchaser's title company ("Title Company"), or at such other time, date or place as the parties may mutually agree. The Closing may occur through an escrow with the Title Company, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. 4. CONVEYANCE OF PROPERTY. Upon performance by Purchaser, Seller shall execute and deliver to Purchaser a Quit Claim Deed to the Property, and a termination and release of the Ground Lease (the "Termination"). 5. ACCESS TO PROPERTY. Seller acknowledges that Purchaser and Purchaser's agents shall have access to the Property without charge and at reasonable times for the purpose of Purchaser's survey, investigation and testing of the Property ("Investigation"). Purchaser shall make a good faith effort to notify Seller in advance of the dates and times Purchaser plans to require access to the Property for purposes of the Investigation (email is sufficient). Purchaser shall pay all costs and expenses of Investigation and Purchaser shall hold harmless and indemnify the Property and Seller, its successors and assigns, from and against any and all claims, suits, losses, liabilities, and expenses (including attorney's fees, expert's fees, and other expenses of litigation) on account of injury to or death of any persons (including Purchaser's) or damage to property or contamination of or adverse effects on the environment or liens against Seller or the Property, caused by Purchaser's entry onto the Property. Purchaser's obligations under this Section 5 shall survive the termination of this Agreement or the Closing. Purchaser shall repair and restore any damage to the Property caused by or occurring during Purchaser's Investigation and return the Property to substantially the same condition as existed prior to any Investigation. Purchaser shall have the right in its sole discretion to contact various public officials and administrators to verify information regarding the status of the Property and to determine that the Property is suitable for Purchaser's intended use. 6. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Buyer shall assume the payment of the following as of the Closing Date: (i) all real estate taxes; (ii) all levied or pending special assessments; (iii) all utility bills; and (iv) any and all other amounts owed in connection with the use of the Property. 7. POSSESSION. Seller shall deliver possession of the Property to Purchaser on the date of Closing. 8. REPRESENTATIONS OF SELLER. Seller has not made, does not make, and has not authorized any other person or party to make any representations or warranties as to the present or future physical condition, value, presence/absence of hazardous substances, financing status, leasing, operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, improvements located on the Property or the condition of the title to the Property. Seller makes no warranty or representation, express or implied or arising by operation of law, including, without limitation, any warranty of condition, habitability, merchantability, or fitness for a particular purpose of the Property. Seller shall not be liable for or bound by any verbal or 2 193424v4 written statements, representations, advertisements or information pertaining to the Property on the condition of the title thereto, furnished by any agent, employee, servant, or any other person or party unless the same are specifically set forth in this Agreement. Buyer acknowledges that the Property is being purchased "As -Is" and "Where -Is" and that the Seller makes no representation or warranty regarding the Property, improvements located on the Property, or the condition of title thereto and that in entering into this Agreement Buyer has not relied on any representation or warranty of Seller pertaining to the Property or the condition of the title thereto. Buyer has had the right to inspect the Property and accepts the Property in its current "As -Is" condition. 9. SELLER'S CONTINGENCIES. The obligations of Seller under this Agreement are expressly contingent upon the following: (a) Purchaser acquiring the Project under the Ground Lease simultaneously with the closing of this Purchase Agreement; (b) Purchaser executing and recording at Closing a Declaration of Restrictive Covenants in favor of Seller in the form attached hereto as Exhibit B ("Declaration of Restrictive Covenants"); and the Termination. If the contingencies set forth herein have not been satisfied or waived by Seller by the date of Closing, as otherwise extended, this Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to Section 5. The contingencies set forth in this section are for the sole and exclusive benefit of Seller and Seller shall have the right to waive the contingencies by giving notice to Purchaser, provided Seller abides by the time requirements set forth above. 10. PURCHASER'S CONTINGENCIES. The obligations of Purchaser under this Agreement are expressly contingent upon the following: (a) Purchaser acquiring the Project under the Ground Lease simultaneously with the closing of this Purchase Agreement; (b) Delivery of the Termination at Closing; (c) Seller executing and recording the Declaration of Restrictive Covenants in the form attached hereto as Exhibit B; and (d) Seller, Purchaser and the City of Orono executing and recording an amendment of the Development Agreement relating to Orono Woods Apartments in the form attached hereto as Exhibit C ("Amendment"), which Amendment will include, but without limitation, a continuation of the City's agreement to defer (and ultimately waive) the park dedication and utility connection charges as specified in Section 3.2 of the Development Agreement, so long as the age and income 193424v4 restrictions of the Declaration of Restrictive Covenants are maintained throughout the Term thereof. Thereafter such amounts will be waived. If the contingencies set forth herein have not been satisfied or waived by Purchaser by the date of Closing, as otherwise extended, Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to Section 5. The contingencies set forth in this section are for the sole and exclusive benefit of Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to Seller, provided Purchaser abides by the time requirements set forth above. 11. SELLER'S OBLIGATIONS AT CLOSING. On or prior to the date of Closing, Seller shall: (a) Execute, acknowledge and deliver to Purchaser a duly executed quit claim deed in recordable form, conveying to Purchaser any interest of Seller in the Property. (b) Execute and deliver to Purchaser such other documents as may be required by this Agreement or as may be reasonably required by Title Company, including well disclosures and sewage treatment system disclosures. (c) Execute and deliver to Purchaser a standard form affidavit by the Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Property. (d) Execute and deliver at Closing the Declaration and Amendment. (e) Provide a fully executed Termination at Closing. (e) If required, execute and deliver to Purchaser an affidavit with respect to storage tanks pursuant to Minn. Stat. § 116.48. (f) If there is a well located on the Property, execute and deliver to Purchaser a well disclosure certificate in form and substance true to form for recording. (g) Pay all closing fees and costs required under the terms of this Agreement 12. PURCHASER'S OBLIGATIONS AT CLOSING. At Closing and subject to the terms, conditions, and provisions hereof and the performance by Seller of his obligations as set forth above, Purchaser shall: (a) Deliver to Seller the Purchase Price. 4 193424v4 (b) Execute and deliver at Closing the Amendment and Declaration and such other documents as may be required by this Agreement or as may be reasonably required by Title Company. (c) Pay all closing fees and costs required under the terms of this Agreement. 13. CLOSING COSTS. The following costs and expenses shall be paid as follows in connection with the Closing: (a) Seller shall pay Seller's attorneys' fees. (b) Purchaser shall pay the following costs in connection with the Closing: (1) The issuance of a title commitment and cost of the premium and endorsements issued pursuant to the Commitment; (2) Filing fee required to record the Deed, Declaration, Termination, Amendment and costs and filing fees for all documents to be recorded; (3) Purchaser's attorneys' fees; (4) The closing fee charged by Title Company for the Closing; (5) State Deed Tax; (6) The cost of engineers or other consultants, if any, engaged by Purchaser regarding the Property. 14. DEFAULT; REMEDIES. If Seller has performed or is ready, willing and able to perform all obligations required by this Agreement and Purchaser shall fail or refuse to perform this Agreement within the time and in the manner provided, then Seller's sole remedy shall be the right to terminate this Agreement by giving a 30 -day written notice to Purchaser pursuant to Minnesota Statutes section 559.21, as it may be amended for time to time. If Purchaser fails to cure such default within thirty (30) days of the date of such notice, this Agreement will terminate. Upon termination, parties shall have no further rights and obligations hereunder other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement. If Purchaser has performed or is ready, willing and able to perform all obligations required by this Agreement and Seller shall fail or refuse to perform this Agreement within the time and in the manner provided, then Purchaser, at its option may either: (i) terminate this Agreement by giving written notice thereof to Seller, in which case the parties shall have no further rights and obligations hereunder other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement; or (ii) specifically enforce the terms and provisions of this Agreement by resort to judicial process. 5 193424v4 15. ASSIGNMENT. This Agreement shall not be assigned without approval of the non - assigning party. 16. SEVERABILITY. In the event any provision of this Agreement shall be held to be invalid, unenforceable or in conflict with the law of the jurisdiction, the remaining provisions of this Agreement shall continue to be valid, enforceable and not be affected by such holding. 17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with respect to the transaction hereinabove set forth and may not be amended or modified in whole or in part except with the consent of both of the parties hereto in writing. 18. TIME OF THE ESSENCE. Time shall be of the essence with respect to the performance by the parties of their respective obligations hereunder. 19. MINNESOTA LAW. This contract is governed by the laws of the State of Minnesota. 20. NOTICES. Any notice which may be or is required to be given pursuant to the provisions of this Agreement shall be given in writing and shall be effective for all purposes if hand delivered or sent by: (a) personal delivery; or (b) by nationally recognized commercial or United States Postal Service overnight prepaid courier service, with proof of delivery; or (c) by certified or registered United States mail, postage prepaid, each addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto in a written notice delivered to the other parties in the manner provided for in this section): Purchaser: LaNel Housing Services, Inc. c/o Lang -Nelson Associates, Inc. Attn: Francis W. Lang 4601 Excelsior Blvd, #650 Minneapolis, MN 55416 Email: frank(klanel.com Copy to: David E. Kirkman Ravich Meyer Kirkman McGrath Nauman & Tansey, P.A. 150 South Fifth Street, #3450 Minneapolis, MN 55402 Email: dekirkman(kravichmeyer.com Seller: Orono Housing and Redevelopment Authority 2750 Kelley Parkway Orono, MN 55323 Attn: Executive Director 6 193424v4 Copy to: Campbell Knutson, P.A. Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Attn: Andrea McDowell Poehler 21. SIGNATURES BY COUNTERPARTS/FACSIMILE. This Agreement may be executed in counterparts. Signatures may be transmitted via facsimile or in "PDF" format via e- mail. [The remainder of this page intentionally left blank. Signature pages and Exhibits follow.] 7 193424v4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, in multiple counterparts, each of which shall be deemed an original. SELLER: ORONO HOUSING AND REDEVELOPMENT AUTHORITY i• , Its Executive Director 8 193424v4 PURCHASER: LANEL HOUSING SERVICES, INC., a Minnesota corporation Lm 193424v4 Francis W. Lang Its Chief Executive Officer PURCHASE AGREEMENT EXHIBIT A Property Legal Description Lot 2, Block 1, Orono Ambar, Hennepin County, Minnesota, according to the recorded plat thereof, Together with an easement for ponding purposes over part of the land depicted as Parcel 242A on Minnesota department of Transportation Right of Way Plat No. 27-56, filed August 23, 1994, as Document No. 2544283, and taken by the State of Minnesota in Amended Final Certificate dated December 17, 1998, filed January 7, 1999, as Document No. 3106315, as created and described in Easement Agreement dated March 16, 1998, filed May 22, 1998, as Document No. 3017952. 193424v4 PURCHASE AGREEMENT EXHIBIT B Declaration of Restrictive Covenants 193424v4 PURCHASE AGREEMENT EXHIBIT C Amendment of Development Agreement 193424v4 HRA Exhibit B DECLARATION OF RESTRICTIVE COVENANTS This Declaration of Restrictive Covenants (the "Declaration") is made and executed as of 2017 (the "Effective Date"), by LLC, a Minnesota limited liability company ("Declarant"), to and in favor of the Orono Housing and Redevelopment Authority, a politic subdivision under the laws of the State of Minnesota (the "HRA"). BACKGROUND The HRA was previously the owner of fee title to certain real property located in the City of Orono, Hennepin County, Minnesota, as legally described on Exhibit A (the "Property"). The HRA, and the City of Orono, a Minnesota municipal corporation (the "City"), entered into a Development Agreement dated November 30, 2001 (as amended to date, the "Development Agreement"), with Orono Senior Housing, LLC, a Minnesota limited liability company (the "Original Developer"). The HRA and the Original Developer also entered into a 99 -year Ground Lease of the Property dated November 30, 2001, filed December 4, 2001, as Document No. 3466808, as amended by First Amendment to Ground Lease dated December 1, 2006, filed December 29, 2006, as Document No. 4342059, (collectively, the "Ground Lease"). The transactions contemplated under the Development Agreement and the Ground Lease involve the construction by the Original Developer of a 62 -unit senior rental apartment development, parking facilities and related improvements on the Property (collectively, the "Project"). The Project was financed, in part, pursuant to the proceeds of the bonds issued by the City as its Senior Housing Revenue Bonds (Orono Woods Apartment Project) Series 2001A, its Senior Housing Revenue Bonds (Orono Woods Apartment Project) Taxable Series 2001B, and its Senior Housing Revenue Note (Orono Woods Apartment Project) Subordinate Series 2001C (together the "Housing Bonds"). The Project is subject to certain tax increment financing as more particularly set forth in the Development Agreement. Pursuant to the terms of the Ground Lease, the Original Developer closed on the mortgage financing made available through the proceeds of the Housing Bonds, constructed the Project, leased the rental housing units to senior residents, and has managed and operated the {00354123 } Project up until the date hereof, all in compliance with the terms of the Development Agreement and the Ground Lease. With the approval of the City and the HRA, the Original Developer has, effective as of the date of this document, sold and transferred its interest in the Project and under the Ground Lease to the Declarant named above. In connection with the closing of the sale transaction, the mortgage financing encumbering the Property and the Project securing the Housing Bonds has been paid and satisfied in full, and of record. In addition, as part of the sale transaction, pursuant to separate instruments, the HRA has simultaneously conveyed fee title to the Project and the Property to Declarant, subject to the Development Agreement, and pursuant to separate instruments, the parties have terminated and released the Ground Lease of record. Pursuant to a separate instrument, the parties have amended the Development Agreement to delete any reference to the Ground Lease, but the Development Agreement otherwise remains in full force and effect, and as an encumbrance against the Property and the Project. Even though the Ground Lease has been terminated, the parties intend that certain of the covenants and restrictions previously contained in the Ground Lease will continue to encumber the Property and the Project. Accordingly, the parties have entered into this Declaration for such purposes. NOW, THEREFORE, for One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the following restrictions and covenants will be deemed to be imposed on the Project and the Property: 1. Recitals. The above "Background" recitals are expressly incorporated in this Declaration by reference as if fully stated as additional terms and conditions of this Declaration. 2. Submission of Property to Declaration. This Declaration will be recorded against the Property. The Property is hereby subjected to the provisions of this instrument, and the Property will be owned, occupied, leased, sold, conveyed, mortgaged or otherwise transferred subject to covenants of this instrument. 3. Covenants. The Declarant covenants that during the "Term" (as defined below): a. The rental housing units in the Project will be rented only to persons fifty- five (55) years of age or older (the "Senior Housing Restriction"). The Senior Housing Restriction will be deemed satisfied if a married couple rents a rental housing unit in the Project and one of the spouses is 55 years of age or older, even though the other spouse is younger than 55 years of age. Moreover, if a housing unit is leased to a married couple, one of whom is 55 years of age or older, and one of whom is less than 55 years of age, and if the older spouse dies, or due to health reasons must relocate to a nursing home or similar facility, then the younger spouse remaining in the housing unit will continue to be deemed to meet and satisfy the Senior Housing Restriction, even if he/she is less than 55 years of age. 100354123 } 2 b. To the extent permitted by law, Declarant will give preference in the rental of rental housing units in the Project which become vacant in the following order of priority (the "Orono Preference Requirement"): To persons who are residents or former residents of the City; ii. To persons who have a child who is a resident of the City; iii. Persons who have at any time been full time employees of the City or an agency or department of the City; and iv. Persons who are residents or former residence of the City of Long Lake. The Orono Preference Requirement will apply only if there is a waiting list for available housing units. Except for the Senior Housing Restriction and the Orono Preference Requirement Declarant will not discriminate upon the basis of race, color, creed, religion, ancestry, national origin or sex, affectional preference, disability, marital status or status with regard to public assistance, in the lease, or rental or in the use or occupancy of the Project. Any use of the Project not authorized by this Section will be subject to the prior written approval of the HRA, which it may deny in its absolute discretion. 4. Term. The restrictions and covenants of this Declaration will remain in effect beginning on the Effective Date, and ending on the earlier of (i) December 31, 2042; or (ii) one (1) year after the date of the substantial loss or destruction of the Property caused by fire, windstorm, tornado, flood or other casualty, if the Project is not rebuilt within such year (the "Term"). At the expiration of the Term, this Declaration will be null, void and of no further force or affect without any further action, instrument or acknowledgment by the parties. 5. Covenants Running With the Land. Declarant hereby agrees that it is the express intent that each of the affirmative and negative covenants and restrictions set forth above shall be construed to be, deemed, and is hereby declared to be a covenant running with the Property and that the benefit and burden of such covenants and restrictions shall pass to, and be binding upon Declarant's successors and assigns and shall be perpetual during the Term. Each and every contract, lease, conveyance, agreement or other instrument hereafter executed covering or conveying the Property or any part or portion thereof shall conclusively be held to have acquired such interest in the Property or any portion thereof subject to the encumbrance of this instrument, regardless of whether or not such instrument is set forth or referred to, or specifically agreed to be performed by any such transferee, in any such contract, lease, conveyance, agreement or other such instrument. 6. Remedies, Enforceability. In the event of a violation, or attempted violation of any of the covenants or restrictions above, the HRA may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or to specifically enforce the 100354123 } 3 covenants therein set forth. Notwithstanding any other provision hereof, enforcement of these covenants and restrictions shall not result in any claim against the Project, or against the rents or other income from the property. Until terminated or deleted as hereinafter provided, the provisions hereof are imposed upon and made applicable to the Property and the Project and shall be enforceable against the Declarant, each purchaser, grantee, owner or lessee of the Project and the respective heirs, legal representatives, successors and assigns of each. No delay in enforcing the provisions of said covenants and restrictions as to any breach or violation shall impair, damage or waive the right to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. 7. Attorneys' Fees to Prevailing Party. In the event of any litigation between the parties under any of the provisions of this instrument, the non -prevailing party to such litigation agrees to pay to the prevailing party all costs and expenses (including, without limitation, expert fees, costs of investigation, deposition costs, travel costs and reasonable attorneys' fees) incurred by the prevailing party in such litigation. The determination of whether a party is a "prevailing party," and the reasonable amount of attorneys' fees and other costs recoverable, will all be reserved to and decided by the Judge presiding over such litigation. The parties agree that the amount of attorneys' fees and other costs which may be awarded must bear a reasonable relationship to, and must be limited by the Judge to a reasonable amount in view of, the amount recovered or the relief obtained by the prevailing party. 8. Estoppel Certificate. Within fifteen (15) days after written request by any party to this instrument, the other party will provide an executed and acknowledged certificate in recordable form confirming (to the extent accurate) that this instrument remains in full force and effect at such time, that there are no defaults or claimed defaults by any party under this instrument, and providing such further factual assurances as may be reasonably requested. 9. Notices. Any notice or election herein required or permitted to be given or serviced by any party hereto upon the other will be in writing and delivered in person, by email, by electronic pdf, or recognized overnight delivery service (i.e., Federal Express, UPS, etc.), addressed as follows: If to Declarant: , LLC c/o Lang -Nelson Associates, Inc. 4601 Excelsior Blvd, Suite 650 Minneapolis, MN 55416 Email: caitlinglanel.com With a Copy to: David E. Kirkman Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association 150 South Fifth Street, #3450 Minneapolis, MN 55402 Email: dekirkmangravichmeyer.com 100354123 } 4 If to HRA: Orono Housing and Redevelopment Authority Attn: With a Copy to: Email: Email: Any such communication, if mailed as provided herein, will be deemed to have been received on the expiration of four (4) business days after mailing. Any such communication, if sent by recognized overnight delivery service (i.e., Federal Express, UPS, etc.) will be deemed to have been received on the first business day after the communication is sent by such means. Any communication personally delivered or sent by email or electronic pdf will be deemed to have been given upon delivery thereof in the manner above provided on the date delivered. If the last day of a period within which either party is required or allowed to provide a notice, demand, offer, election, acceptance or other communication hereunder should fall upon a Saturday, Sunday or legal holiday then, the next full business day will be included in such period and such notice, offer, demand, request or communication may be made and given on such next full business day. 10. Governing Law. This Declaration will be governed by and construed in accordance with the laws of the State of Minnesota. [SEPARATE SIGNATURE PAGE ATTACHED] 100354123 } 5 IN WITNESS WHEREOF, the undersigned has executed this instrument as of the day and year first indicated above. ,LLC, a Minnesota limited liability company Francis W. Lang Its: STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 2017, by Francis W. Lang, the of LLC, a Minnesota limited liability company, on behalf of said company. Notary Public 100354123 } 6 ORONO HOUSING AND REDEVELOPMENT AUTHORITY, a politic subdivision under the laws of the State of Minnesota WE STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) Its: The foregoing instrument was acknowledged before me this day of 2017, by the of the Orono Housing and Redevelopment Authority, a politic subdivision under the laws of the State of Minnesota. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association 150 South Fifth Street, Suite 3450 Minneapolis, MN 55402 100354123 } 7 EXHIBIT A TO DECLARATION OF RESTRICTIVE COVENANT LEGAL DESCRIPTION OF THE PROPERTY Parcel 1: Lot 2, Block 1, Orono Ambar, according to the recorded plat. Hennepin County, Minnesota Torrens Property Parcel 2: Together with an easement for ponding purposes over part of the land depicted as Parcel 242A on Minnesota Department of Transportation Right of Way Plat No. 27-56, filed August 23, 1994, as Document No. 2544283, and taken by the State of Minnesota in Amended Final Certificate dated December 17, 1998, filed January 7, 1999, as Document No. 3106315, as created and described in Easement Agreement dated March 16, 1998, filed May 22, 1998, as Document No. 3017952. {00354123 } HRA Exhibit C AMENDMENT TO DEVELOPMENT AGREEMENT This Amendment to Development Agreement is made and entered into effective as of , 2017, between and among the City of Orono, a municipal corporation (the "City"), and the Orono Housing and Redevelopment Authority, a body corporate and politic, and a political subdivision (collectively, the "HRA"), and , LLC, a Minnesota limited liability company (the "Developer"). BACKGROUND The City, the HRA and Orono Senior Housing, LLC, a Minnesota limited liability company (the "Original Developer") are parties to that certain Development Agreement relating to Orono Woods Apartments (including Tax Increment Financing District No. 1-1) dated November 30, 2001 (collectively, the "Development Agreement"). All capitalized terms which are defined in the Development Agreement will have the same meaning(s) when used in this Amendment. Developer named above has succeeded to the interests of the Original Developer under the Development Agreement, and with respect to the Development Property and the Project. Developer named above will for all purposes be deemed to be the "Developer" under the Development Agreement. Effective as of the date of this Amendment, the Ground Lease referenced in the Development Agreement has been terminated, and the City/HRA has conveyed fee title to the Project and the Development Property to the Developer, subject to the terms of the Development Agreement, as amended hereby. The Housing Bonds referenced in the Development Agreement have been paid and satisfied of record and in full. The parties wish to amend and modify certain provisions of the Development Agreement, and have entered into this instrument to memorialize such changes. NOW, THEREFORE, the parties agree as follows: 1. Term. The date of "February 1, 2024" appearing in Section 1.1(w) of the Development Agreement is hereby amended to read: " 2. Signatures in Counterparts and/or by Electronic Transmission. The undersigned agree that this instrument may be signed in any number of counterparts, each of which will constitute an original, and that an electronic pdf transmission of any signature, of any party, will be deemed as enforceable and effective as an original signature. All such counterparts together will constitute one and the same instrument. {00354631 1 3. Development Agreement Unaffected. Except as modified or amended by this instrument, the Development Agreement is and will remain in full force and effect pursuant to its terms. IN WITNESS WHEREOF, the parties have executed this instrument effective as of the date first indicated above. CITY OF ORONO, a municipal corporation under the laws of the State of Minnesota Its: ORONO HOUSING AND REDEVELOPMENT AUTHORITY, a political subdivision under the laws of the State of Minnesota wo Its: DEVELOPER: , LLC, a Minnesota limited liability company By: Francis W. Lang Its: