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09-25-06 Special CITY OF RICHFIELD, MINNESOTA MONDAY, SEPTEMBER 25, 2006 SPECIAL HOUSING AND REDEVELOPMENT AUTHORITY MEETING RICHFIELD WATER PLANT CONFERENCE ROOM 6221 PORTLAND AVENUE 7:00 P.M. AGENDA Call to order Roll call 1. Consideration of resolution approving second amendment to escrow agreement with Ryan Companies US, Inc. Staff Report No. 72 Notes: 2. Consideration of right-of-eAtry agreement for use of all HRA properties in Cedar Point Commons area development by Ryan Companies US, Inc. Staff Report No. 73 Notes: 3. Consideration of contract for demolition and hazardous materials abatement services, including environmental audit work, for 6500 Cedar Avenue Staff Report No. 74 Notes: 4. Consideration of contract for demolition and hazardous materials abatement services, including environmental audit work, for 6300 Cedar Avenue Staff Report No. 75 Notes: Adjournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9738. AGENDA ITEM # 1 REpORT # 72 ....... STAFF REpORT RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING SEPTEMBER 25, 2006 REpORT PREPARED By: PAT SMITH, COMMUNITY DEVELOPMENT MANAGER NAME, TITLE REpORT PRESENTER: p AT SMITH, COMMUNITY DEVELOPMENT MANAGER DEP ARTMENT DIRECTOR REVIEW: NAME, TITLE REVIEWED By EXECUTIVE DIRECTOR: ITEM FOR HRA CONSIDERATION: Consideration of the Second Amendment to the Escrow Agreement with Ryan Companies US, Inc. I. RECOMMENDED ACTION: By Motion: Adopt the attached resolution approving the Second Amendment to the Escrow Agreement with Rvan Companies US, Inc. I II. BACKGROUND I The Richfield Housing and Redevelopment Authority (HRA) and Ryan Companies US, Inc. (Ryan) are pursuing redevelopment of the Cedar Point Commons area. On June 30, 2006 the City Council, HRA and Ryan entered into an Escrow Agreement. On July 25, 2006 the City Council approved the First Amendment to the Escrow Agreement that included delivering the Note into escrow. Under the original Escrow Agreement, Ryan was committed to acquire the Third Party properties by September 30, 2006. To date, Ryan has closed on 19 of the 38 properties. Ryan will not be able to make the September 30th deadline. Therefore, the proposed Second Amendment to the Escrow Agreement changes the possession date to October 31, 2006. The date that HRA closes with Ryan on HRA property is also changed to October 31, 2006. 092506 - Ryan 2nd Amend Escrow I III. BASIS OF RECOMMENDATION I I A. POLICY I . On June 30, 2006 the HRA and City Council entered into an Escrow Agreement with Ryan to help facilitate the closing on real estate. lB. CRITICAL ISSUES I . Because the City Council is a party to the Escrow Agreement, Council approval of the amendment to the Escrow Agreement is also required. . For the project to move forward, approval of the Second Amendment is required. ' I C. FINANCIAL . N/A I D. LEGAL I . Legal Counsel drafted the proposed Amendment. I IV. ALTERNATIVE RECOMMENDATION(S) I . Approve the proposed Amendment with added provisions or modifications. . Do not approve the proposed Amendment. I v. ATTACHMENTS . Resolution . Second Amendment to the Escrow Agreement I VI. PRINCIPACPARTIESEXPECTEDATMEETING I . Molly Carson, Ryan Companies US, Inc. . John Dean, HRA Legal Counsel HRA RESOLUTION NO. RESOLUTION APPROVING SECOND AMENDMENT TO ESCROW AGREEMENT WHEREAS, on or about July 27,2005, the Housing Authority in and for the City of Richfield (the "Authority") and Ryan Companies US, Inc. ("Ryan") entered into a Contra~t for Private Development (the "Contract") calling for the redevelopment of certain tracts of .. land all as fully described in the Contract; and WHEREAS, the Contract was amended by First Amendment dated June 30, 2006, by Second Amendment dated July 21, 2006, and Third Amendment dated August 16, 2006; and WHEREAS, on or about June 30, 2006, the HRA, Ryan and the City of Richfield did enter into an escrow agreement (the "Escrow Agreement") providing for the delivery into escrow of certain instruments and documents to be held in escrow and thereafter delivered all in accordance with the terms of the Escrow Agreement; and WHEREAS, onor about July 21, 2006, the Escrow Agreement was amended by First Amendment on or aboutJuly 21 , 2006. WHEREAS, events subsequent to the Escrow Agreement have occurred that require the amendments to the Escrow Agreement for the project to move forward; and WHEREAS, the parties desire to address such matters though certain amendments to the Escrow Agreement; and WHEREAS, the HRA has reviewed and is familiar with the proposed amendment to the Escrow Agreement entitled: Second Amendment to the Escrow Agreement ("Second Amendment"), and is satisfied that the terms thereof carry out the intentions of the parties, and are necessary and appropriate for the Development. NOW THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota as follows: The Second amendment is hereby in all respects approved. Upon completion of such modifications, the Chair and Executive Director are directed to take all steps and do all things necessary to effectuate the provision of the Second Amendment. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 25th day of September 2006. 1. 2. Suzanne M. Sandahl, Chair ATTEST: Donna Drummond, Secretary , t . . MARKED TO SHOW CHANGES 092006 SECOND AMENDMENT TO ESCROW AGREEMENT THIS SECOND AMENDMENT TO ESCROW AGREEMENT (this "Second Amendment") is made as of _,2006, by and among RYAN COMPANIES US, INC., a Minnesota corporation ("Ryan"), THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a Minnesota public body corporate and politic (the "HRA"), CITY OF RICHFIELD, a Minnesota municipal corporation (the "City"), and OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation ("Escrow Agent"). Ryan, the HRA, the City and Escrow Agent are sometimes collectively referred to herein as the "Parties." RECITALS A. Ryan and the HRA are parties to that certain Contract for Private Development dated July 27, 2005, as amended by that certain First Amendment to Contract for Private Development dated June 30, 2006, that certain Second Amendment to Contract for Private Development dated July 21, 2006, that certain Third Amendment to Contract for Private Development dated , 2006, that certain Fourth Amendment to Contract for Private Development dated , 2006, and as the same may be further amended from time to time (all of which are collectively referred to herein as the "Development Agreement"). B. The Parties entered into that certain Escrow Agreement dated June 30, 2006 (the "Original Agreement"), as amended by that certain First Amendment to Escrow Agreement dated , 2006 (which, together with the Original Agreement, is collectively referred to herein as the "Escrow Agreement"), related to the deposit into escrow with Escrow Agent of certain documents required by the Development Agreement pending satisfaction of certain terms and conditions in the Escrow Agreement. C. The Parties desire to amend the Escrow Agreement as further set forth below. D. Capitalized terms not defined in this Second Amendment shall have the meanings assigned to them in the Escrow Agreement. NOW THEREFORE, in consideration of the mutual covenants of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Additional Conditions to Closing. Section 4 of the Original Agreement is hereby amended as follows: a. The suboaraQfaoh under date 9/5/06 III Section 4(a) is herebv deleted in its entiretv. b. fu-The following subparagraphs under the date 9/30/06 in Section 4(a) are hereby amended as follows: (i) Subparagraphs (a), (d). (t). (i) and (fin) are deleted in their entirety. (ii) Subparagraph (1) is amended by deleting the subparagraph in its entirety and replacing it with the following subparagraph: (1) HRA Closing Documents (as defined in the Development Agreement) and any other documents necessary (as reasonably determined by Ryan and Escrow Agent) to convey the HRA Property to Ryan that are missing from the Escrowed Documents, all of which shall be undated when escrowed with Escrow Agent and shall be dated by Escrow Agent as of the date of Closing (as defined in the Development Agreement), shall have been duly executed and, where necessary, acknowledged on behalf of the HRA and been delivered to Escrow Agent pending the Closing. Such HRA Closing Documents and other documents shall be deemed to be Escrowed Documents. c. IT.- The following new date and related subparagraphs are hereby added immediately after the last of the subparagraphs under the date 9/30/06 in Section 4(a): 10/31/06 (a) Ryan shall have acquired title to the entire Third Party Property as contemplated in Section 3.2 of the Development Agreement. (b) Ryan shall have acquired title to the entire HRA Property immediately after acquiring title to the last Third Party Property. (c) Ryan and Target Corporation shall have executed and delivered all agreements, instruments and other documents as Ryan deems necessary or appropriate for the development of a Target store on the Development Property. (d) All existing streets within Block 1 shall have been vacated bv the Citv within one (1) business dav after receiot of written notice from Rvan that (i) it has acauired all of the Third Partv Prooertv. or (in that the Third Partv Prooertv which has not vet been acauired bv Rvan is closed in escrow subiect onlv to Rvan's acauisition of the HRA Prooertv and the owner of such Third Partv Prooertv has vacated his and/or her Dfooertv. 2 ( e) The representations of the HRA set forth in Section 2.2 of the Development Agreement shall be true and correct as of the Closing. 2. HRA's Right to Terminate. Section 7 of the Original Agreement is hereby amended by deleting the first sentence in its entirety and replacing it with the following: If any of the conditions in subparagraph (g) under the date 9/30/06 or in subparagraph (a), (b) or (c) under the date 10/31/06 in Section 4(a) above are not satisfied on or before November 30, 2006, then the HRA may terminate this Agreement by providing written notice to the City, Ryan and Escrow Agent. 3. Closing. Section 9 of the Original Agreement is hereby amended by (a) replacing each occurrence of the date "September 30, 2006" with "October 31, 2006"; (b) replacing "the September 30th contingencies" with "the 9/30/06 and 10/31/06 contingencies"; and (c) replacing each occurrence of the date "October 30,2006" with "November 30,2006." 4. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and together which shall constitute one and the same Second Amendment. This Second Amendment may be delivered by facsimile transmittal or other electronic communication of signed original counterparts. 5. Headings. The paragraph and section headings or captions appearing in this Second Amendment are for convenience only, are not a part of this Second Amendment and are not to be considered in interpreting this Second Amendment. 6. Amendment. Except as set forth herein, the Escrow Agreement shall remain unmodified and in full force and effect. [Signature pages follow] 3 IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed as of the day and year first stated above. RYAN COMPANIES US, INC. By: Its: [SIGNATURE PAGE TO SECOND AMENDMENT TO ESCROW AGREEMENT] 4 THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA By: Its: Chairperson By: Its: Executive Director [SIGNATURE PAGE TO SECOND AMENDMENT TO ESCROW AGREEMENT] 5 CITY OF RICHFIELD By: Its: By: Its: [SIGNATURE PAGE TO SECOND AMENDMENT TO ESCROW AGREEMENT] 6 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY By: Its: 40824783,.l,DOC Q.9.l.4.Q6 092006 7 [SIGNATURE PAGE TO SECOND AMENDMENT TO ESCROW AGREEMENT] 8 Document comparison done by DeltaView on Wednesday, September 20,20063:06:17 PM Document 1 Docu ment 2 Renderin set interwovenSite://WORKSITE/FB 1/4082478/2 interwovenSite://WORKSITE/FB 1/4082478/3 Standard Insertion Deletion Moyed from Moved to Style change Format change Count 9 5 o o o o 14 4086385 _1.DOC 092006 AGENDA ITEM # 2 REpORT # 73 .... STAFF REpORT RIEHlFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING SEPTEMBER 25, 2006 REpORT PREPARED By: CHRISTINE COSTELLO, COMMUNITY DEVELOPMENT SPECIALIST NAME, TInE REpORT PRESENTER: REVIEWED BY EXECUTIVE DIRECTOR NAME, TInE ITEM FOR HRA CONSIDERATION: Consideration of a Right-of-Entry Agreement for use of all of the Richfield Housing and Redevelopment Authority (HRA) properties in the Cedar Point Commons area development by Ryan Companies US, Inc I. RECOMMENDED ACTION: By Motion: Approve Right-of-Entry Agreement for use of all HRA properties in the Cedar Point Commons area development by Ryan Companies US, Inc. prior to conveyance dates of properties to same. I II. BACKGROUND I The Right-of-Entry Agreement is necessary so that Ryan Companies US, Inc. (Ryan) can remain on schedule for the construction of Cedar Point Commons development by entering property currently owned by the Housing and Redevelopment Authority (HRA) and undertake site work. Properties within the Cedar Point Commons development that are HRA-owned include 6300,6320,6500, and 6528 Cedar Avenue. The proposed Right of Entry, if approved, would include all properties owned by the City and the HRA. The Right of Entry would allow Ryan to enter the properties prior to closing in order to perform certain activities, including: removal of trees that are not being preserved, demolition of certain structures, installation of private utilities and abandonment or relocation of public utilities, grading of properties, and the 092506-Right of Entry Agreement construction of certain trail and street improvemer.lts on Park property, near 63rd Street. Ryan will work with the City to minimize the disruption of vehicular traffic on any streets within the development that has not been vacated or closed for public travel. (See Exhibit D of the Agreement). By allowing Ryan to enter the City and HRA properties prior to closing, it is expected that Ryan will avoid some construction costs that the HRA might otherwise be required to reimburse to Ryan. (Under 'n amendment to the development contract with Ryan, the HRA has agreed to reimburse upto $500,000 in additional construction costs that are incurred as a result of the 21-day delay in obtaining the Metropolitan Airport Commission's approval of certain restrictions.) However, if the closing does not occur due to a default by either the City or HRA, then the Right of Entry Agreement obligates the City to reimburse Ryan for the utility work and the street and trail work, and it obligates the HRA to reimburse Ryan for other work that Ryan has performed. The City Council has approved all of the actions necessary for the City to close, and it is not expected that there will be a City default. The potential for default by the HRA would be the failure of certain occupants to vacate the premises under the timeline required by court orders. The proposed Right-of-Entry Agreement will also require that Ryan receive approval from the City Council in order to have access to City properties within the Cedar Point Commons area. Consideration of approval of the Right-of-Entry Agreement for the City properties will be heard at the City Council meeting on September 26,2006. I III. BASIS OF RECOMMENDATION I I A. POLICY I . The HRA on March 20, 2006 approved the Cedar Point Concept Plan, which would require the vacation of public streets and relocation of utilities. I B. CRITICAL ISSUES I . 6300 and 6320 Cedar Avenue (Air-Care-Go) is allowed to remain at this location per their purchase agreement with the HRA until September 30, 2006. . 6500 Cedar Avenue (Magnuson Sod and Landscaping), is allowed to remain at this location per their purchase agreement with the HRA until September 30,2006. . 6528 Cedar Avenue (former apartment building) site is cleared. . Ryan will not receive access to the City properties until the Right-of-Entry Agreement has been approved by the City Council on September 26, 2006. . 1614 East 66th Street is occupied and the resident is allowed to remain at this location per the purchase agreement with the City until October 26, 2006. The property at 1620 East 66th Street is vacant and owned by the City. Access to 1614 East 66th Street will be in cooperation with the occupant. . The Right-of-Entry Agreement is necessary so that Ryan may enter HRA and City owned property to undertake construction work prior to the conveyance of the property to Ryan and help them stay on schedule. The Right-of-Entry Agreement is attached for reference. Ie. FmANC~ I . The HRA is obligated to reimburse Ryan for certain costs if the closing does not occur, due to a default by the City or HRA. The risk of default by either the City or HRA is not considered to be substantial. . It is expected that the Right of Entry may reduce potential construction costs that niight otherwise be charged to the HRA. I D. LEGAL I . Legal counsel drafted the attached Right-of-Entry Agreement. I IV. ALTERNATIVE RECOMMENDATION(S) I . Do not approve the Right-of-Entry Agreement. I V. ATTACHMENTS I . Aerial photo, showing cul-de-sac and path. . Right-of-Entry Agreement, includes maps. I VI. PRINCIPAL PARTIES EXPECTED AT MEETmG I . Ryan Companies US, Inc. - applicant c)-I AERIAL PHOTO o 60 120 240 360 480 Feet N A - - Created: 9/19/06 d).-d.- AERIAL PHOTO Leaend 0- Location of trail connection and gO-degree right angle. d,3 092206 RIGHT OF ENTRY AGREEMENT THIS AGREEMENT, made on this _ day of September, 2006, by and among the City of Richfield, Minnesota, a Minnesota municipal corporation ("City"), the Housing and Redevelopment Authority in and for the City of Richfield, a public body corporate and politic under the laws of Minnesota ("HRA"), and Ryan Companies US, Inc, a Minnesota corporation ("Ryan"), I. RECITALS 1.01. City is the fee simple owner of the real estate located within the City of Richfield, MN, which is legally described in the attached Exhibit A (the "City Property") and other real estate which is legally described in the attached Exhibit B (the "Park Property"). 1.02. HRA is the fee simple owner of the real estate located within the City of Richfield, MN, which is legally described in the attached Exhibit C (the "HRA Property"). 1.03. The locations of the Properties and Park Property are shown in the attached Exhibit D. 1.04 Ryan and the HRA are parties to that certain Contract for Private Development dated July 27, 2005, as amended (the "Contract") pursuant to which Ryan is to obtain the City Property and the HRA Property for the purpose of redevelopment all as is fully set out in the Contract. The City Property and HRA Property are collectively referred to as "the Properties." 1.05. The City has previously granted to Ryan the right to enter onto the City Property for the purpose of utility relocation activities and the placement of construction trailers, pursuant to a Right of Entry Agreement dated June 13,2006, as amended (the "Original Agreement"). ~-~ 1.06 In order to redevelop the Properties as contemplated in the Contract, and in site plans previously approved by the City, it is necessary for Ryan to remove trees, demolish certain structures, remove and install private utilities and abandon, demolish and/or relocate public utilities, including but not limited to public sewer, water and stormwater facilities, earthwork, including, grade the Properties and erosion control, and undertake other activities in preparation of the Properties for construction of the redevelopment improvements. In addition, as a condition of its land use approvals, Ryan is obligated to construct certain trail and street improvements on the Park Property. The activities described in this Section 1.06 are referred to as the "Site Preparation Activities. " 1.07. Subject to the provisions of this Agreement, the City and HRA desire to grant Ryan, and Ryan desires to secure the consent of the City and HRA to enter the City Property, the Park Property and the HRA Property for the purpose of undertaking the Site Preparation Activities pursuant to the terms of this Agreement. 1.08. It is understood that in executing this agreement, City and HRA will (a) not be granting any permanent interest in the Properties or Park Property to Ryan, and (b) will be granting exclusive use and possession of the Properties and Park Property to Ryan, subject to (i) access by the HRA and the City to perform its normal maintenance and repair work upon reasonable notice to Ryan and to inspect the Site Preparation Activities, (ii) the exclusive use and possession of the existing streets will occur only from and after the date such streets or portions thereof are vacated by the City, (iii) access by the City and the general public to the Park Property from the north on Cedar Avenue and as reasonably approved by the City from the southwest, and (iv) the exclusive use and possession of the property known as the Johnson Property and the Haag Property shall not occur until October 1, 2006. The City agrees to vacate portions of the streets as soon as possible 2 ;2 .-S after such portions of the streets are no longer needed to provide access to owners of the adjacent property other than the HRA and the City. II. AGREEMENT NOW, THEREFORE, in consideration of the premises and their mutual promises, the parties hereto hereby agree as follows: 2.01. Effect on Contract. This Agreement shall not be deemed or construed in any way to i) alter or modify any of the requirements, conditions or circumstances which must be satisfied or _ occur prior to closing under the Escrow Agreement, as hereinafter defmed, (the "Closing"); ii) suggest that such requirements have been satisfied or occurred; iii) create any obligation on the HRA or right in Ryan to any extension of time to close or waiver of any preconditions to closing under the Contract and the Escrow Agreement; or iv) alter or amend the provisions of the Original Agreement, which remains in full force and effect as a separate agreement. The parties agree and understand that, except as expressly provided otherwise in this Agreement, the Contract, the Escrow Agreement, the Public Improvements and Special Assessment Agreement dated June 30, 2006 (the "Public Improvements Agreement"), and any other agreements between the parties, in carrying out the Site Preparation Activities permitted hereby, Ryan proceeds at its own risk that it will not close on_ the purchase of the Properties; and as a result lose the benefit of such activities. 2.02 Right of Entry. Effective upon the dates specified in Section 2.10 of this Agreement, the City and HRA each grant to Ryan, its agents, employees, contractors and invitees the exclusive right to enter upon and possess their respective portions of the Properties and Park Property, for the purpose of undertaking the Site Preparation Activities and for the further 3 ;t- c, purpose of storing materials, equipment and other items thereon which are needed in connection therewith; provided, however, the exclusive right and possession of the Properties and Park Property is subject to the exceptions as provided in paragraph 1.08 hereof. 2.03 Duration of Right of Entry. With respect to the Properties, the right of entry shall expire on the earliest of: (i) the date Ryan notifies the HRA and the City in writing that the Properties are no longer needed for the Site Preparation Activities, (ii) the date on which the Properties are conveyed to Ryan, (iii) the date on which the Contract is terminated, or (iv) November 30, 2006. With respect to the Park Property, the right of entry shall expire on the earliest of: (i) the date that the City accepts the street and trail improvements to be constructed by Ryan on the Park Property pursuant to that separate agreement between the City and Ryan relating to the construction of the street and trail improvements, (ii) the date on which the Contract is terminated, or (iii) November 30,2006. 2.04 Conditions. In consideration for such right of entry, Ryan agrees: (a) to use the Properties and Park Property only for the purposes described herein; (b) to do no unnecessary damage to the Properties or Park Property; ( c) in the event that the Contract and Escrow Agreement are terminated and Ryan does not close on the Properties, to deliver possession of the Properties and Park Property to the City and HRA in a condition that is not hazardous; (d) to hold the City and HRA harmless from and indemnify them from any and all claims, damages, judgments or obligations, including the cost of defense of suit, for (i) liens placed on the Properties or Park Property, (ii) damage to the Properties or Park Property or to personal property, or (iii) personal injury, any of which have been incurred in connection with or as a result of any work done by 4 )'1 Ryan pursuant to this Agreement or as a result of Ryan's intentional torts or negligence. (e) Ryan will work with the City and HRA to minimize, to the greatest extent reasonably possible, the disruption of vehicular traffic on any streets within the Properties that have not been vacated and closed to public travel. 2.05 Costs. The City and HRA will have responsibility for the costs of Site Preparation Activities undertaken pursuant to this Agreement, only as expressly provided in this paragraph, the Contract, the Escrow Agreement, the Public Improvements Agreement, or any other agreement between the parties. Ryan further acknowledges that in the event closing of the Properties does not take place, it shall have no claim, whether by set off or otherwise, for any value which the Site Preparation Activities may add to the Properties or Park Property in excess of the amount paid by the City or the HRA to Ryan as provided in this paragraph 2.05 and other agreements. If the HRA or the City fails to satisfy any. of the conditions set forth in that certain Escrow Agreement dated June 30, 2006, by and among Ryan, the HRA, the City and Old Republic National Title Insurance Company, as amended from time to time (the "Escrow Agreement"), . and Ryan exercises its right to terminate the Escrow Agreement, then (i) Ryan shall have the right to cease Site Preparation Activities, subject, however, to Ryan's obligations under Section 2.04(c) of this Agreement, (ii) the City shall promptly pay and/or reimburse Ryan for any work performed and costs incurred by Ryan for the following Site Preparation Activities to the date Ryan ceases Site Preparation Activities: demolish certain structures, abandon, demolish and/or relocate public utilities, including, but not limited to, public sewer, water, and stormwater facilities, and construction of the street and trail improvements on the Park Property, and (iii) the HRA shall promptly pay and/or reimburse Ryan for any work performed and costs incurred by 5 c?-- ~ Ryan for the following Site Preparation Activities to the date Ryan ceases Site Preparation Activities: remove trees, remove private utilities, including, but not limited to, electrical, gas, and telephone and install private utility service to the Time Warner Building and the Quest Building, and earthwork, including, but not limited to, road removal, grading the Properties, and erosion control. The amount the City and the HRA shall pay Ryan for such Site Preparation Activities shall be equal to (a) work performed, costs incurred and amounts paid by Ryan based on Ryan's time and material, including internal time for design and engineering at its typical rates charged on other projects, plus 8% for profit and (b) amounts paid and/or owed by Ryan to any third party that performs any work or provides any materials for such Site Preparation Activities. Notwithstanding the foregoing to the contrary, Ryan's right to reimbursement for (i) Utility Relocation Work, as defined in the Third Amendment to Contract for Private Development dated August _, 2006, other than public sewer, water or storm water facilities, and including Ryan's right to reimbursement for amounts paid or owed by Ryan to CenterPoint Energy to relocate and/or reroute the natural gas pipeline, (ii) the Ryan Utility Work and other work provided for in the Public Improvements and Special Assessment Agreement and (iii) other work provided for in other agreements, shall be governed exclusively by the Contract, Escrow Agreement, Public Improvements Agreement, and other agreements, as each is amended from time to time. 2.06. Additional Limited Right of Entry. In addition to the right of entry granted at section 2.02 of this Agreement, the City grants to Ryan the right to enter the real properties located at 1614 and 1620 66th Street in Richfield, which are legally described as Lots 2 and 1, Block 5, Iverson's Third Addition, Hennepin County, State of Minnesota, for the limited purpose of conducting destructive environmental testing. The right of entry granted under this paragraph is 6 ~I subject to the provisions of sections 2.01, 2.04. 2.07 and 2.08 of this Agreement but is not subject to the remaining provisions of this Agreement. The right of entry granted under this section shall be effective 24 hours after the City gives notice to Ryan that the respective property is vacant and shall expire on the earlier of the date that Ryan completes the environmental testing or November 30, 2006. 2.07 Governing Law. This Agreement shall be interpreted in accordance with the laws of the state of Minnesota. 2.08. Notices and Demands. All notices, demands or other communications under this Agreement shall be effective only if made in writing and shall be sufficiently given and deemed given when delivered personally, transmitted by facsimile, or mailed by certified mail, return receipt requested, postage prepaid, properly addressed as follows: If to City: City of Richfield 6700 Portland Avenue South Richfield, MN 55423 Attn: Steve Devich, City Manager If to HRA: Richfield HRA 6700 Portland Avenue South Richfield, MN 55423 Attn: Steve Devich, Executive Director If to Ryan: Ryan Companies US, Inc. 50 South Tenth Street, Suite 300 Minneapolis, MN 55403-2012 Attn: Bill McHale Or to such other persons as the parties may from time to time designate in writing and forward to the other persons entitled to receive notice as provided in this section. 2.09. Amendment. This Agreement may be amended by the parties hereto only by written instrument executed with the same procedures and formality as were followed in the execution of this Agreement. 7 ~-IO 2.10 Effective Dates. After this Agreement has been executed by the City and Ryan, this Agreement shall be effective as to the City Property and Park Property on September 26, 2006. After this Agreement has been duly executed by the HRA and Ryan, this Agreement shall be effective as to the HRA Property on September 26, 2006. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in their names and on their behalves on or as of the above date. CITY OF RICHFIELD RYAN COMPANIES US, INC. By: Its: Mayor By: Its: By: Its: City Manager HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD By: Its: Chairperson By: . Its: Executive Director 4085446_ 4.DOC 092206 8 crlt . 092206 Exhibit A City Property Lee:al Description Lots 3 through 12, Block 15, New Ford Town; Lots 1 through 12, Block 8, New Ford Town, Lots 1 through 10, Block 1 New Ford Town; Lot 1 and the South 60 feet of Lot 2, Block 3, Iverson's Third Addition; Lot 3 and the North 40 feet of Lot 2, Block 3, Iverson's Third Addition; Lots 1 through 14, Block 2, Iverson's Third Addition; Lot 1, and the South 50 feet of Lot 2, Block 1, Iverson's Third Addition; Lot 4 and the South 71 feet of Lot 5, Block 1, Iverson's Third Addition; Lots 8through 14, Block 1, Iverson's Third Addition; Lots 1 through 4, Block 4, Iverson's Third Addition; Lots 14 through 16, Block 5, Iverson's Second Addition; Lot 9, Block 6, Iverson's Second Addition and Lots 11 through 14, Block 6, Iverson's Second Addition A-I dr-I L 092206 Exhibit B Park Propertv Le2:al Description Lot 6, except the North 24 feet and the South 17 feet thereof, and Lot 7, except the North 24 feet thereof, Block 3, Iverson's Third Addition; the North 24 feet of Lots 6 and 7, Block 3, Iverson's Third Addition, together with all that part of vacated 63rd Street as dedicated in the plat of Iverson's Third Addition which accrues to said Lots, EXCEPT That part of the North 24 feet of Lot 7, Block 3, Iverson's Third Addition and that part of vacated 63rd Street adjoining said Lot 7, lying West of a line parallel with and 118 feet East of the Southerly extension of the West line of Tract B, Registered Land Survey No. 930; That part of the North 24 feet of Lot 7, Block 3, Iverson's Third Addition and that part of vacated 63rd Street adjoining said Lot 7, lying West of a line parallel with and 118 feet East of the Southerly extension of the West line of Tract B, Registered Land Survey No. 930; Lots 1, 2, 15 and 16, Block 6, Iverson's Second Addition, together with all that part of vacated 63rd Street as dedicated in the plat of Iverson's Second Addition which accrues to said lots. B-1 ~-15 Exhibit C BRA Pronertv Legal Descrintion The North 46 feet of Lot 2, and all of Lot 3, Block 1, Iverson's Third Addition; All of Lot 6 and the North 25 feet of Lot 5, Block 1, Iverson's Third Addition; The South 67 feet of Lot 4, Block 3, Iverson's Third Addition and All that part of Lot 4, Block 3, lying Northerly of a line drawn parallel with and 33 feet South of the North line of said Lot 4; all of Lot 5, Block 3, and the South 17 feet of Lot 6, Block 3, all in Iverson's Third Addition. C-1 I I ~:I8J ~ z ~:Di ~z 'ti II> m(1 ~(D 0-:0.. 5~ r-d' o ~. ~ ~ o. M- o :::s(1 C/JO [S &S ~o ~ ~ ~CIJ ~ o id ~ ~. CD () ~ g ~. (D CD I--' r.n p.. ~ ~ ~ ~ ~ ~ o ~ CD ~ ~ L ~ z u ~ ("""'t- CD . . \0 ""- ~ \0 ""- o 0\ @ ~.. iC > ~ o ~ CD ~ ~ n ~. ("""'t- '-< ~ o ~ CD ~ ("""'t- '-< ~ ~ ""0 ~ o ~ CD :4 '-< I ~ \ ._ __.J__._.~,_. , " , " L-----n'l-----L--_--.J J -........1 \ /' "--,. \.. _...-...-....._-_._-.~... ==---==:::::'=:::'r~'~:;;;J. - - - - ::- _._. -.....--t.. ~- 1. T \ \ ' I \ r I u, ~ \ -t::- I J .'-., .1., .. r",'i. ,. , , ________.-L___. , I , , M.... ~---- ." . . . ! I I . r------------------, 1 I i ~ AGENDA ITEM # 3 REpORT # 74 ~ STAFF REpORT RICHFIELD HOUSING AND REDEVELOPMENT AUTHORITY MEETING SEPTEMBER 25, 2006 REpORT PREPARED By: KATIA MEDVETSKI, REDEVELOPMENT SPECIALIST NAME, TITLE REpORT PRESENTER: PATRICK SMITH, COMMUNITY DEVELOPMENT MANAGER NAME, TITLE DEPARTMENT DIRECTOR REVIEW: REVIEWED BY EXECUTIVE DIRECTOR: ITEM FOR HRA CONSIDERATION: Consideration of contracting for demolition and hazardous materials abatement services, includinQ environmental audit work, for 6500 Cedar Avenue. I. RECOMMENDED ACTION: By Motion: Enter into a contract for demolition and hazardous materials abatement services, including environmental audit work, for 6500 Cedar Avenue and authorize the Chair and Executive Director to execute same. I II. BACKGROUND I . The Richfield Housing and Redevelopment Authority (HRA) owns the property at 6500 Cedar Avenue and should be in possession of the property on or before September 30, 2006. . Ryan Companies US, Inc. (Developer) is anxious for site clearance for this property to be underway so that site grading and other site preparation work for the Cedar Point Commons project (Project) is undertaken as soon as possible, in accordance with the Right of Entry Agreement, as amended. . Staff recently requested estimates for demolition and hazardous materials abatement work from contractors. The Developer provided the fourth estimate. The results were as follows: 092506 ContinueREV _DemoContr6500Cedar Contractor Demolition Abatement Reports Total Doboszenski & Sons, Inc. $11,000 $1 ,400* $4,500 ** $16,900 Max Steininger, Inc. $19,600 $1,000* $4,500 ** $25,100 MN Specialized Trucking, Inc. $15,000 Incl* $4,500 ** $19,500 Ryan Companies $11,000 $7,000 $2,500 $20,500 *Staff is not certain' of validity of abatement cost from contractors but is aware that Ryan consulted with abatement professionals. **HRA estimated consultant cost for written environmental audit reports . Due to site preparation mobilization work the timing schedule required by the Developer and the need for destructive materials testing (i.e. testing for asbestos materials, lead, etc.), legal counsel and staff have determined that the Developer would be in the best position to take over the demolition work, including the environmental audit work and hazardous materials abatement work. . The HRA would pay the Developer's costs for these contracted items. The costs are estimates only. The total contract amount would be a not to exceed figure. Actual figures could be lower or higher. If higher, a revision to the demolition contract would be required. . A contract for the site clearance work will be prepared by legal counsel upon HRA approval. I III. BASIS OF RECOMMENDATION I I A. POLICY I . Work estimates were requested from contractors in addition to the Developer's estimates in accordance with purchasing and spending authority policies. I B. CRITICAL ISSUES I . The site will be available soon and ready for clearance activities. . The Developer is in the best position to mobilize quickly on this matter. . The Phase II Environmental Audit has since been completed by the HRA. . Hazardous materials abatement work only applies to building materials, not soils. I C. FINANCIAL I . Funds are available for this work. I D. LEGAL I . Legal counsel has been working with staff and will prepare the necessary contract for execution. I IV. ALTERNATIVE RECOMMENDATION(S) . Do not approve the contract. . Provide staff with alternative site clearance remedies. I V. ATTACHMENTS . N/A I VI. PRINCIPAL PARTIES EXPECTED AT MEETING . N/A AGENDA ITEM # 4 REpORT # 75 ...... STAFF REpORT RICHFIELD I I I HOUSING AND REDEVELOPMENT AUTHORITY MEETING SEPTEMBER 25, 2006 REpORT PREPARED By: KA TIA MEDVETSKI, REDEVELOPMENT SPECIALIST NAME, TITLE REpORT PRESENTER: PATRICK SMITH, COMMUNITY DEVELOPMENT MANAGER DEPARTMENT DIRECTOR REVIEW: NAME, TITLE REVIEWED BY EXECUTIVE DIRECTOR: ITEM FOR HRA CONSIDERATION: Consideration of contracting for demolition and hazardous materials abatement services, includinQ environmental audit work, for 6300 Cedar Avenue. 1. RECOMMENDED ACTION: By Motion: Enter into a contract for demolition and hazardous materials aba~ement services, including environmental audit work, for 6300 Cedar Avenue and authorize the Chair and Executive Director to execute same. I II. BACKGROUND I . The Richfield Housing and Redevelopment Authority (HRA) owns the property at 6300 Cedar Avenue and should be in possession of the property on or before September 30,2006. . Ryan Companies US, Inc. (Developer) is anxious for site clearance for this property to be underway so that site grading and other site preparation work for the Cedar Point Commons project (Project) is undertaken as soon as possible,. in accordance with the Right of Entry Agreement, as amended. . Staff recently requested estimates for demolition and hazardous materials abatement work from contractors. The Developer provided the fifth estimate. The results were as follows: 092506 ContinueREV _DemoContro6300Cedar Contractor Demolition Abatement Reports Total Ginther Excavating, Inc. $21,500 Incl* $4,500 ** $26,000 Doboszenski & Sons, Inc. $21,500 $2,000* $4,500 ** $28,000 Max Steininger, Inc. $29,400 $3,000* $4,500 ** $36,900 MN Specialized Trucking, Inc. $38,200 Incl* $4,500 ** $42,700 Ryan Companies $18,000 $11,300 $2,500 $31,800 *Staff is not certain of validity of abatement cost from contractors but is aware that Ryan consulted with abatement professionals. **HRA estimated consultant cost for written environmental audit reports . Due to site preparation mobilization work the timing schedule required by the Developer and the need for a Phase II environmental audit as well as destructive materials testing (i.e. testing for asbestos materials, lead, etc.), legal counsel and staff have determined that the Developer would be in the best position to take over the demolition work, including the environmental audit work and hazardous materials abatement work. . The HRA would pay the Developer's costs for these contracted items. The costs are estimates only. The total contract amount would be a not to exceed figure. Actual figures could be lower or higher. If higher, a revision to the demolition contract would be required. . A contract for the site clearance work will be prepared by legal counsel upon HRA approval. I III. BASIS OF RECOMMENDATION I I A. POLICY I . Work estimates were requested from contractors in addition to the Developer's estimates in accordance with purchasing and spending authority policies. I B. CRITICAL ISSUES I . The site will be available very soon and ready for clearance activities. . The Developer is in the best position to mobilize quickly on this matter. . Hazardous materials abatement work only applies to building materials, not soils. I C. FINANCIAL I . Hennepin County's Environmental Response Fund Grant of $25,000 will be the revenue source for the Phase II environmental audit work. I D. LEGAL I . Legal counsel has been working with staff and will prepare the necessary contract for execution. I IV. ALTERNATIVE RECOMMENDATION(S) . Do not approve the contract. . Provide staff with alternative site clearance remedies. I V. ATTACHMENTS . N/A I VI. PRINCIPAL PARTIES EXPECTED AT MEETING . N/A