04-16-07 agenda
CITY OF RICHFIELD, MINNESOTA
MONDAY, APRIL 16, 2007
REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING
RICHFIELD CITY HALL
COUNCIL CHAMBERS
6700 PORTLAND AVENUE
7:00 P.M.
AGENDA
Call to order
Roll call
1. Approval of minutes of Regular HRA Meeting of March 19, 2007
2. HRA approval of agenda
3. Consideration of resolution approving second amendment to agreement regarding
grant funds; City Bella improvements
Staff Report No. 13
Notes:
4. Consideration of proposed preliminary development agreement with United Bankers' Bank
for feasibility studies for redevelopment of 2.5-acre site south of Decision One building
Staff Report No. 14
Notes:
5. Consideration of proposed preliminary agreement with TOLD Development Center for
feasibility studies for redevelopment of 3D-acre area in Cedar Avenue Corridor
Redevelopment Area
Staff Report No. 15
Notes:
6. Executive Director report
7. Claims and payroll
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 # 3
REpORT # 13
......
STAFF REpORT
RICHFIELD
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 16, 2007
REpORT PREPARED By:
BRUCE P ALMBORG, COMMUNITY
DEVELOPMENT DIRECTOR
NAME, TITLE
REpORT PRESENTER:
BRUCE P ALMBORG, COMMUNITY
DEVELOPMENT DIRECTOR
REVIEWED By EXECUTNE DIRECTOR:
NAME, TITLE
DEPARTMENT DIRECTOR REVIEW:
ITEM FOR HRA CONSIDERATION:
Consideration of Second Amendment to agreement regarding grant funds, City Bella
improvements.
I. RECOMMENDED ACTION:
By Motion: Approve attached resolution approving Second
Amendment to agreement regarding grant funds, City Bella
improvements.
I II. BACKGROUND I
At the December 2006 Housing and Redevelopment Authority (HRA) meeting
streetscape/pedestrian improvements for the City Bella project were approved.
Subsequent to the approval, discussions continued. A complication arose related to
the proposed lighting along Lake Shore Drive and 66th Street. Funds were
available to install the lights but there was not an identifiable source of revenue to
pay the operating costs. An issue with many people, including the residents of City
Bella, were the control boxes for signals and other equipment at the corner of
Lyndale Avenue and 66th Street. The idea was advanced to substitute burying the
boxes for the purchase of the light fixtures. However, further exploration resulted in
the finding that the County was not supportive of the burying, and Excel Energy
indicated it could take eight months or longer to order and receive the appropriate
equipment to bury. At this point, the burying of the equipment has been dropped.
041607 City Bella
The proposal is to relocate the equipment west to a location adjacent to the bus
shelter located along 66th Street.
The results of the above noted activities has been a budget modification or "Second
Amendment" .
Attached is the previously approved budget marked First Amendment Budget,
Exhibit A and the Second Amendment, which includes the revised budget. New
items to the Second Amendment Budget include awnings (will be decorative and
will also reduce the high heat gain in the store fronts), revising the corner in the
vicinity of the current location of the control box equipment (concept drawing
available at the HRA meeting), monument sign and a flag pole.
The total estimated construction costs remain about the same for the two budgets.
I III. BASIS OF RECOMMENDATION I
I A. POLICY I
. The HRA has supported this streetscape project since its inception.
The revised proposal enhances the project.
I B. CRITICAL ISSUES I
. The Owner's Association of City Bella has recently approved the
revised proposal. They are very strongly committed to moving the
control boxes.
I C. FINANCIAL I
. If the project exceeds the $500,000 Spider Development, L.L.C. will
fund the difference.
I D. LEGAL I
. Legal counsel has drafted the Second Amendment documents.
I IV. ALTERNATIVE RECOMMENDATION(S)
. Propose modification to the proposal.
. Delay consideration.
I V. ATTACHMENTS
. Resolution
. First Amendment Budget
. Second Amendment Budget
. The initial and revised budgets
I VI. PRINCIPALPARTIESEXPECTEDATMEETING I
. Duncan Susee, President of Spider Development, L.L.C.
3-(
HRA RESOLUTION NO.
RESOLUTION APPROVING
SECOND AMENDMENT
TO
AGREEMENT REGARDING GRANT FUNDS
WHEREAS, Spider Development LLC, ("Redeveloper") is developing a tract of land in the
City of Richfield pursuant to a Second Amended and Restated Contract for Private
Redevelopment (the "Contract") entered into on April 21, 2003 by and between Gramercy
and the Authority; and
WHEREAS, the Authority and the Gramercy did as of February 1, 2005 enter into that
certain agreement entitled: Agreement Regarding Grant Funds involving the expenditure of
certain Metropolitan Council Metropolitan Livable Communities Grant funds; and did
thereafter amend such agreement as of January 25, 2007 (collectively the "Agreement");
and
WHEREAS, the Redeveloper has proposed that the Agreement be further amended by
amending Exhibit A, and has provided Staff and the Board with the proposed amended
terms to Exhibit A; and
WHEREAS, the Board has received the report and recommendation of Staff regarding the
proposed amendment to the Agreement and is familiar with the proposal.
NOW THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority
in and for the City of Richfield, Minnesota as follows:
1.
2.
The Second Amendment is approved in substantially the form presented.
The Chair and Executive Director are authorized and directed to execute and deliver
the Second Amendment to Redeveloper, and to take all actions and do all things
reasonably necessary to accomplish the objectives of this resolution and the Second
Amendment.
3.
Adopted this
day of April, 2007.
Suzanne M. Sandahl, Chair
ATTEST:
Steven L. Devich, Executive Director
309323vl JBD RC125-209
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SECOND AMENDMENT
TO
AGREEMENT REGARDING GRANT FUNDS
THIS AGREEMENT, made and entered into as this _ day of April, 2007, by and between
the Housing and Redevelopment Authority in and for the City of Richfield, a Minnesota public
body corporate and politic,(the "Authority") and Spider Development, L.L.C., a Minnesota limited
liability company, (the Redeveloper") as assignee of the interests of the Gramercy Corporation, now
known as Cooperative Agency, Inc., a Minnesota corporation ("Gramercy").
RECITALS:
1. Redeveloper is developing a tract of land in the City of Richfield pursuant to a
Second Amended and Restated Contract for Private Redevelopment (the "Contract")
entered into on April 21, 2003 by and between Gramercy and the Authority.
2. The Authority and the Gramercy did as of February 1, 2005 enter into that certain
agreement entitled: Agreement Regarding Grant Funds involving the expenditure of
certain Metropolitan Council Metropolitan Livable Communities Grant funds; and
did thereafter amend such agreement as of January 25, 2007 (collectively the
"Agreement").
3. In consideration of the mutual covenants and agreements hereinafter contained, the
Agreement is hereby amended by amending Exhibit A thereof to the form of the
attached Exhibit A.
4. In all other respects, the Agreement shall remain in full force and effect according to
its terms.
Spider Development. L.L.C.. a Minnesota
limited liabilitv company
Housing and Redevelopment Authority in
and for the City of Richfield
By:
By:
Its:
Duncan C. Susee
President
Suzanne M. Sandahl
Its: Chair
and
By:
Steven L. Devich
Its: Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
309322vl JBD RC125-209
1
3-Y
The foregoing instrument was acknowledged before me this _ day of
, 2007, by Suzanne M. Sandahl, the Chair of The Housing and
Redevelopment Authority in and for the City of Richfield, Minnesota, a Minnesota public body
corporate and politic, on behalf of the authority.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of
, 2007, by Steven L. Devich, the Executive Director of The Housing and
Redevelopment Authority in and for the City of Richfield, Minnesota, a Minnesota public body
corporate and politic on behalf of the authority.
Notary Public
STATE OF MINNESOTA
COUNTY OF HENNEPIN
} 88.:
The foregoing instrument was acknowledged before me this day of ,
2007, by Duncan C. Susee, the President of Spider Development, L.L.C., a Minnesota limited
liability company, by and on behalf of said limited liability company.
Notary Public
309322vl JBD RC125-209
2
Exhibit A
Second Amendment Budget
City Bella/Lake Shore Drive Improvements
Richfield, Minnesota
April 9, 2007 revision
6--5
Concept level cost estimate
p' C
D
A
rOlect omponent escnpbon mount
A.. City Bella Streetscape Addition of Lyndale Avenue $80,000
improvements including benches and streetscape elements at City Bella
planters (wok-style) With irrigation Plaza
and electrical
B. City Bella lighting remediation Replacement of metal halide lighting 15,000
at building mounted lights and site
lighting
C. Lyndale Avenue parking bay Removal of extended curb/sidewalk 6,000
correction and realignment of curb
Utility Box and Traffic signal Relocation of the three utility boxes 45,000
equipment relocation from the SW comer of 66th street and
Lyndale Ave. to behind the bus
shelter along 66th Street
Public art Installation of public art features at 80,000
City Bella (Lyndale A venue and 66th
Street)
Bus stop relocation Relocate existing southbound bus 5,000
shelter from SW quadrant of 66th
Street and Lyndale Avenue to NW
Quadrant of 66th Street and Lyndale
Count-down crossing signals Replacement of crosswalk signals 20,000
that count down to traffic control
change; 8 signals per intersection,
three intersections
Signs Addition of directional signs for 2,500
parking and park
Awnings Installation of awnings on first floor 30,000
windows along 66th Street and
Lvndale Avenue
Landscape at SW comer of 66111 Street Revise existing landscape and 50,000
and Lyndale sidewalk area on comer to enhance
artwork
Monument sign Install monument sign for City Bella 15,000
onLyndale at SW comer of 66th
Street and Lyndale
Flagpole Install flagpole with base 5,000
Miscellaneous items including Miscellaneous and independent items 10,000
moving existing lighting, sculpture of work
and flag lighting
Construction costs 363,500
Contingency at 20% 72,700
Administration, design, engineering 85,000
at 20%
Total Proiect costs $521,200
Streetscape costs. doc
AGENDA ITEM # 4
RE;PORT# 14
.......
STAFF REpORT
RICHFIELD
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 16, 2006
REpORT PREPARED By:
PAT SMITH, COMMUNITY DEVELOPMENT
MANAGER
NAME, TInE
REpORT PRESENTER:
BRUCE P ALMBORG, COMMUNITY
DEVELOPMENT DIRECTOR
DEPARTMENT DIRECTOR REVIEW:
NAME, TInE
REVIEWED BY EXECUTIVE DIRECTOR:
ITEM FOR BRA CONSIDERATION:
Consideration of a proposed Preliminary Development Agreement with United Bankers' Bank
for redevelopment of a 2.5-acre site, south of the Decision One buildina.
I. RECOMMENDED ACTION:
By Motion: Approve and authorize execution by the Chair and
Executive Director of the attached Preliminary Agreement with Untied
Bankers' Bank, authorizing project feasibilitv studies.
I II. BACKGROUND I
United Bankers' Bank (UBB) is considering constructing a two-story office building
of 60,000-sq. ft. on a 2.5-acre site south of the Decision One building. The project
site currently includes an 11-unit apartment building, a single-family residence, four
parcels owned by the City and the northern tip of a larger tract of land occupied by
two apartment buildings (see attached Exhibit B of Agreement).
UBB was founded in 1975 and is owned and controlled by 200 community banks
located mostly in Minnesota and North Dakota. UBB provides banking services to
these community banks: helping community banks sell and buy banks, assist in
strategic planning, and provide lending, management, depository and credit card
service.
041606 - UBB Preliminary Agreement
Because UBB is not a retail bank, but services other community banks, customers
visit the business infrequently. UBB has been leasing space at the South Point
office building on 1-494 near 1-35W since 1980.
I III. BASIS OF RECOMMENDATION I
IA. POC~Y I
. The Cedar Avenue Corridor Redevelopment Concept Master Plan has
been used as a guide for the redevelopment of the Cedar Avenue
Corridor.
. The area under consideration is included in the Cedar Avenue
Corridor Redevelopment Concept MasterPlan. The proposed use
would be consistent with this document.
I B. CRITICAL ISSUES I
. Based on initial reviews of the proposal, it appears that the project
may be feasible; however, further review and detail are needed.
. The term of the Agreement is nine months.
. The Agreement restricts the HRA from assisting any other developer
with redevelopment of the project site.
. The Preliminary Agreement requires the Housing and Redevelopment
Authority (HRA) to undertake a Financial Feasibility Study.
. Should development prove feasible the Agreement requires UBB to
submit site plans and building elevations for HRA review and
comments and seek input from the neighborhood.
. Again, if development is feasible during the term of the Agreement,
the HRA.and UBB will negotiate a private development contract.
. The Agreement states that the HRA will use its best efforts to obtain a
commitment from the City to the effect that the City will not sell, or
encumber through easement or license, the four parcels that it owns
during the term of this Agreement.
. Representatives of UBB and TOLD have already met to help insure a
good working relationship.
I C. FINANCIAL I
. The Agreement requires UBB to reimburse the HRA for expenses
including staff and consultants.
I D. LEGAL I
. HRA legal counsel drafted the Agreement in cooperation with staff and
the developer.
. UBB has signed theAgreement as an indication of their "good faith".
I IV. ALTERNATIVE RECOMMENDATION(S) I
. Approve the Preliminary Agreement with added provisions or modifications.
. Do not approve the Preliminary Agreement.
. Continue the consideration of the Preliminary Agreement to a later meeting
date.
I V. ATTACHMENTS
. Preliminary Agreement with UBB
I. VI. PRINCIP AL PARTIES EXPECTED AT MEETING I
. Gene Ekness, Senior Vice President, UBB
. Tom Hauschild, Tegra Group
'-I-I
Execution Copy
A PRELIMINARY AGREEMENT
THIS AGREEMENT is made and entered into this day of ,
-
2007, by and between the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota, a Minnesota public body corporate and politic ("HRA") and United
. Bankers' Bank, a Minnesota state banking corporation ("UBB").
RECITALS:
First: UBB and the HRA have been engaged in informal discussions regarding the
possible development of an area of land within the City of Richfield that is generally
shown in the attached Exhibit A, and contains 2.48 acres, more or less (the "Area").
Second: UBB is proposing redevelopment within the Area which may include office,
residential and commercial/retail uses (hereinafter the "Project");
Third: Based on initial reviews of the proposal, it appears that the Project may be
feasible; however, further review and detail are needed;
Fourth: The parties wish to cooperate doing the things necessary in analyzing the potential
and feasibility of Project and are willing to proceed as described in this Agreement;
Fifth: The parties acknowledge that UBB will expend substantial time and effort, and
incur substantial expense in pursuing the Project;
Sixth: UBB is willing to undertake the activities described in this Agreement only with
the reasonable assurance from the HRA that it will support and cooperate with UBB in its
efforts.
Seventh: The HRA and UBB have executed this Agreement to document their
understanding with respect to the proposed Project.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual obligations of the
parties contained herein, each of them does hereby represent, covenant and agree with the other
as follows:
1. Statement of Intent.
It is the intention of the parties that during the tenn of this agreement the following
activities will take place:
307252v5 JBD RC125-276
1
4~d-
(a) Infrastructure and Public Amenities. The parties will cooperate with the City of
Richfield in undertaking the preliminary design and location of infrastructure
and public amenities, if any, that may be located within or adjacent to the Area,
or which may otherwise serve the Project. Such undertaking will also include
preliminary discussions regarding estimated costs for such work, and the
allocation of such costs.
(b) Financial Feasibility. The BRA's fiscal consultant will also conduct a financial
feasibility analysis of the UBB and the Project. The purpose of the analysis is to
determine the UBB's ability to finance the Project as proposed. The analysis will
consider such factors as the UBB' s capability to arrange for borrowing (as
indicated by term sheets), the anticipated level of other assistance available to the
Project from other sources, and UBB's ability to provide equity to the Project.
Information obtained from the UBB in connection with this analysis will be
subject to such confidentiality provisions as are permitted by law.
(c) Plan Review and Refinement. UBB will present the general development plan,
including parking layout and design, to the City for review and comment; and
will also undertake any additional studies or refinements to the plan for the
Project that are necessary to determine that the plan (i) complies with the City's
land use requirements; (ii) provides sufficient detail to permit the reviews
described in paragraphs (a) and (b) above. In formulating the general
development plan, UBB and the BRA will jointly cooperate in conducting
sufficient neighborhood open houses to provide information and seek input from
the neighborhood as such is defined by the BRA.
(d) Contract Negotiation. Either during or on completion of the activities described
in (a), (b,) and (c) above, the parties will attempt in good faith to negotiate the
terms of a contract for private development (the "Contract") which will provide
for the acquisition of the necessary property, the nature and timing of the
improvements to be constructed, the form, amount and conditions of any
economic assistance to be provided by the BRA in aid of the Project. The
Contract will contain such other and additional terms as either party believes are
necessary for the transaction.
(e) Right of Entry. The BRA will cooperate with UBB in securing a right of entry
agreement from the City of Richfield for the purpose of inspecting the Area and
conducting testing and other examinations on the portions of the Area currently
owned by the City. The proposed form of agreement that would be presented to
the City for consideration is contained in Exhibit B.
(f) City Commitment Regarding Sale. The BRA will utilize its best efforts to
obtain, within not later than 30 days from the date of this Agreement, a
commitment from the City to the effect that the City will not sell, or encumber
through easement or license or otherwise, any of the land owned by it within the
Area during the term of this Agreement.
307252v5 lBD RC125-276
2
L(/3
2. Undertaking By UBB.
During the term of this Agreement, UBB will undertake all of the activities necessary to
accomplish the activities described in paragraph I above to be performed by UBB,
including, without limitation, providing project and financial information to the BRA.
3. BRA's Undertaking and Agreement.
The BRA agrees to cooperate with UBB in UBB's undertakings, agrees to utilize its best
efforts, subject to UBB's performance, to accomplish the activities described i.n
paragraph I above, and further agrees that during the term of this Agreement the HRA
will not (i) provide or enter into an agreement for provision of financial assistance to any
third party in connection with any proposed development within the Area, (ii) except as
may be necessary in connection with the provision of public improvements, condemn or
agree to proceed with the condemnation of any property within the Area to assist or
facilitate development within such area by any third party, or (iii) solicit proposals from
any third party regarding any proposed development within the Area.
4. Term.
The term of this Agreement shall be for a period of nine months, provided, in the event
(a) the HRA determines, in good faith, that UBB is not diligently pursuing the Project; or
(b) UBB determines, in good faith, that the BRA is not diligently pursuing its obligations
hereunder, or if UBB determines, in good faith that the Project is not feasible, such
determining party may terminate this Agreement upon thirty (30) days written notice to
the other. The HRA may also terminate this Agreement for failure of UBB to provide
additional funds to the Deposit pursuant to paragraph 5 E. below. The parties each waive
any claim or cause of action that they may have against the other party based upon the
termination of this Agreement by such other party. The parties may, by mutual written
agreement extend this Agreement for such further periods as they shall determine to be
appropriate from time to time. Any extension of this Agreement will not extend the
commitment by the City described in paragraph 1(t) above unless the City so agrees.
Any such notice shall be deemed delivered if either actually delivered, or if faxed and
mailed to the parties at Q1e following addresses:
United Bankers' Bank
1650 West 82nd Street
Southpoint Center, Suite 1500
Bloomington, MN 55431
Fax: 952.885.9499
A TTN: Gene Ekness
307252v5 JBD RC125-276
3
4,~
Copy to:
Jon J. Hoganson
Winthrop & Weinstein, P.A.
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402-4629
Richfield Housing and Redevelopment Authority
6700 Portland Avenue South
Richfield, MN 55422
Fax: 612.861.9749
Attn: Executive Director
5. Miscellaneous.
A. This Agreement constitutes the entire agreement between the parties relative to
the proposed Project. Unless specifically described herein, no obligation shall be
inferred or construed.
B. Redevelopment of the Area will be in accordance with further agreements which
the parties shall, in good faith attempt to negotiate during the term of this
Agreement.
C. As expansion of the foregoing, UBB understands that further and separate action,
for which no obligation is created hereunder, will be required before the HRA or
UBB is obligated to take various actions with respect to the Project. Those
actions,may include, without limitation:
a) Modification of Project Area and/or Tax Increment District;
b) Zoning, comprehensive plan and subdivision approvals;
c) Acquisition of land within the Area;
d) Construction of public improvements to serve the Project; and
e) Approval of separate contracts. calling for the actual redevelopment of the
Area.
D. UBB further understands that many of the actions which the HRA maybe called
upon to take require the reasonable discretion and in some instances the
legislative judgment of the HRA, such actions may be made only following
established procedures; and HRA may not, by agreement, agree in advance to
any specific decision in such matters.
E. With the execution of this Agreement UBB will deliver a deposit to the HRA in
the amount of$ 5,000 (the "Deposit"). The deposit shall be used to reimburse the
HRA for its costs and expenses, including fees for the service of its consultants,
307252v5 JBD RC125-276
4
4-5
incurred from the date of this Agreement and thereafter, in carrying out its
obligations hereunder and in the negotiation of the Contract. If the amount
remaining in the Deposit is reduced to below $2,500, UBB shall, upon five days
written notice from the HRA, meet with the HRA to determine a mutually
acceptable means to secure payment by UBB of such HRA costs and expenses. If
the parties are unable to reach agreement within 10 days of the date of the notice,
then either party may elect to suspend or terminate its performance hereunder.
Such election will be effective on the date it is given to the other party in writing,
or on such later date specified in the election. Any unexpended or unencumbered
portion of the Deposit shall be returned to UBB upon the expiration or
termination of this Agreement.
F. [blank]
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
and year first above written.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA
UNITED BANKERS' BANK
By:
BY:~?
Its:
Its: &)( c..c...-1:'t/E= VI t~
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Its:
307252v5 JBD RC125-276
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Exhibit A
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EXHIBIT B
RIGHT OF, ENTRY AGREEMENT
TillS AGREEMENT, made on this _ day of
,2007, by and between CITY
OF RlCHFIELD, a Minnesota municipal corporation ("Owner"), UNITED BANKERS' BANK, a
Minnesota state banking corporation, ("UBB").
I.
RECITALS
1.01. Owner is the fee simple owner of the real estate located at 6701 18th Avenue South,
6709 18th Avenue South, 6721 18th Avenue South and 6700 Cedar Avenue South Richfield, MN
55423, which are described on Exhibit A attached h~reto and incorporated herein and as depicted on
Exhibit B attached hereto and incorporated herein ("Property").
1.02. UBB is investigating the possibility of purchasing the Property for the purpose of
redevelopment.
1.03. UBB wishes to have its environmental consultant conduct soil borings, dig and
sample monitoring wells and conduct other environmental studies on the Property in order to
identify whether there may be hazardous substances, pollutants or contaminants present on the
Property. UBB has requested that Owner grant UBB, its employees, agents and contractors, the
right to enter the Property to conduct said environmental studies and. investigate the location and
extent of any contamination.
1.04. UBB also desires to secure the consent of Owner to enter the Property for the
"
purpose of conducting appraisals, land surveys, and other tests or inspections of the Property. UBB
has requested that Owner grant its consent to the entry of these additional consultants onto the
307252v5 JBD RC125-276
B-1
L/~~
Property to conduct their studies.
1.05. It is understood that in executing this agreement, Owner will not be granting (a) any
permanent interest in the Property to UBB, or (b) exclusive use or possession of the Property to
UBB.
II.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and their mutual promises, the
parties hereto hereby agree as follows:
2.01. Right of Entry. Effective upon the date hereof, Owner hereby grants to UBB, its
agents, employees, contractors and invitees, and such other consultants as UBB may elect
(collectively, "Consultants") the right to enter upon the Property, for the purpose of making surveys,
inspections, investigations, soil borings, drilling and sampling monitoring wells, and testing relative
to UBB's possible purchase ofthe Property.
2.02. Consideration. In consideration for such right of entry, UBB agrees to:
(a) NotifY Owner of the date and time that work by UBB or its Consultants on the
Property will commence under this Agreement which notice shall be at least five (5)
business days prior to doing any work on the Property in order to permit Owner's
employees or consultants retained by Owner to be present during the time any work
is being done by UBB or its Consultants;
(b) Secure all appropriate government approvals and permits for any work that will
occur within public streets adjacent to the Property;
(c) Provide a copy of all test results and reports prepared by UBB' s employees or
Consultants (except appraisal reports) evaluating the conditions present on the
307252v5 JBD RC125-276
B-2
Y-Cf
Property to Owner as soon as reasonably possible following final completion
thereof.
(d) Dispose of all solid waste generated during the course ofUBB's sampling activities
and other work on the Property in accordance with applicable federal, state and local
laws, rules and regulations.
(e) Do the work in the shortest period of time reasonably necessary to complete such
activities authorized under this Agreement as UBB, in its sole discretion, shall elect
to undertake;
(f) Use the Property only for the purposes described herein and not park or store any
equipment on the Property, except during the limited periods of time when the work
on the Property which is contemplated by this Agreement is.actually in progress;
(g) Do no unnecessary damage to the Property and restore the Property to substantially
the same condition as the condition in which it was found by UBB at the time of
UBB's or its Consultants' entry upon the Property pursuant to this Agreement. As
soon after completion of its work on the Property as allowed by applicable
authorities, UBB shall properly abandon and remove any well installed by UBB or
its Consultants, in accordance with Minnesota Department of Health regulations;
(h) Hold Owner harmless from and indemnify Owner from any and all claims,
damages, judgments or obligations, including the cost of defense of suit, arising out
of damage to Property or arising out of injury to anyone incurred or alleged to have
been incurred in connection with or as a result of any work done pursuant to this
Right of Entry, or as a result of UBB's or its Consultants' intentional torts or
negligence. Notwithstanding the foregoing, UBB shall not be responsible for any
307252v5 JBD RC125-276
B-3
307252v5 JBD RC125-276
LJ -I 0
B-4
4-ll
report, and must permit the Owner to perform an independent investigation,
monitoring, or testing of the sample or portion.
(k) Protect all monitoring wells with lockable caps and at least three protected posts.
2.03. Expiration. .The right of entry provided under this Agreement will automatically
expire upon the termination of the separate agreement between UBBand the Housing and
Redevelopment Authority in and for the City of Richfield.
2.04. Governing Law. This Agreement shall be interpreted in accordance with the laws of
the state of Minnesota.
2.05. 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 Owner:
City of Richfield
Attn:
6700 Portland Avenue South
Richfield, MN 55423
With a copy to:
Corrine H. Thomson
Kennedy & Graven, Chartered
470 U. S. BankPlaza
200 South Sixth Street
Minneapolis, MN 55402
Ifto UBB:
United Bankers' Bank
1650 West 82nd Street
SouthpointCenter, Suite 1500
Bloomington, MN 55431
Fax: 952.885.9499
A TTN: Gene Ekness
307252v5 JBD RC125-276
B-5
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Copy to:
Jon J. Hoganson
Winthrop & Weinstein, P .A.
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402-4629
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.
2.06. Amendment. 1ms 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.
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.
Owner:
CITY OF RICHFIELD
By:
Its Mayor
By:
Its City Manager
UNITED BANKERS' BANK
By:
Its:
Error! Unknown document property name.
B-6
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EXHIBIT A TO RIGHT OF ENTRY AGREEMENT
Lots 1,2, 13, 15 and 16, Block 4, WEXLER'S ADDITION, Hennepin County, Minnesota
307252v5 JBD RC125-276
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EXHIBIT B TO RIGHT OF ENTRY AGREEMENT
Right of Entry Agreement with U BB
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Legend
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307252v5 ffiD RC125-276
B-8
AGENDA ITEM # 'i
REpORT # 1 'i
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STAFF REpORT
RICHFIELD
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 16, 2007
REpORT PREPARED By:
PAT SMITH, COMMUNITY DEVELOPMENT
MANAGER
NAME, TITLE
REpORT PRESENTER:
BRUCE P ALMBORG, COMMUNITY
DEVELOPMENT DIRECTOR
DEPARTMENT DIRECTOR REVIEW:
NAME, TITLE
REVIEWED BY EXECUTIVE DIRECTOR:
ITEM FOR HRA CONSIDERATION:
Consideration of a proposed Preliminary Agreement with TOLD Development Company for
exploring the feasibility of redevelopment of a 3D-acre area in the Cedar Avenue Corridor
Redevelopment Area.
I. RECOMMENDED ACTION:
By Motion: Approve and authorize execution by the Chair and
Executive Director of the attached Preliminary Agreement with TOLD
Development Company, authorizing feasibilitv studies.
I II. BACKGROUND I
TOLD Development Company (TOLD) is interested in studying development
feasibility for the 3D-acre area between 66th and 69th Streets and between 17th
Avenue and TH 77. (The United Bankers' Bank (UBB) site is within the TOLD site.
The developers will be working together.) TOLD developed Meridian Crossings,
Richfield's first Class A office building at the northeast corner of 1-35W and 1-494 in
1999. TOLD is also the developer of the much-acclaimed "Excelsior at Grand", a
mixed-use project in St. Louis Park. They have done many other developments in
the metropolitan area over the years.
041607 - TOLD Preliminary Agreement
I III. BASIS OF RECOMMENDATION I
I A. POLICY I
. The Cedar Avenue Corridor Redevelopment Concept Master Plan has
been used as a guide for the redevelopment of the Cedar Avenue
Corridor.
. The area under consideration is included in the Cedar Avenue
Corridor Redevelopment Concept Master Plan and indicates possible
office residential and retail uses. TOLD is experienced in each of
these areas.
I B. CRITICAL ISSUES I
. This is a unique opportunity to realize the greatest potential for this
area for the future of the community.
. The term of the Agreement is nine months.
. The Agreement restricts the HRA from assisting any other developer
with redevelopment of the project site, UBB excepted.
. The Preliminary Agreement requires the Housing and Redevelopment
Authority (HRA) to undertake a Financial Feasibility Study.
. Should development prove feasible, the Agreement requires TOLD to
submit site plans and building elevations for HRA review and
comment, and to provide information to and seek input from the
neighborhood.
. Again if development is feasible during the term of the Agreement, the
HRA and TOLD will negotiate a private development contract.
. The Agreement states that the HRA will use its best efforts to obtain a
commitment from the City to the effect that the City will not sell, or
encumber through easement or license, the 23 parcels that it owns
during the term of this Agreement.
. Representatives of TOLD and UBB have already met to help ensure a
good working relationship.
I C. FINANCIAL I
. The Agreement requires TOLD to reimburse the HRA for its expenses
including staff and consultants.
I D. LEGAL I
. HRA legal counsel drafted the Agreement in cooperation with staff and
TOLD.
. TOLD has already signed the Agreement as an indication of their
"good faith".
I IV. ALTERNATIVE RECOMMENDATION(S) I
. Approve the Preliminary Agreement with added provisions or modifications.
. Do not approve the Preliminary Agreement.
. Continue the consideration of the Preliminary Agreement to a later meeting
date.
I V. ATTACHMENTS
. Preliminary Agreement with TOLD.
I VI. PRINCIP AL PARTIES EXPECTED AT MEETING I
. Gary Dreher, TOLD Development Company
5-1
Execution Copy (2)
A PRELIMINARY AGREEMENT
THIS AGREEMENT is made and entered into this _day of ,
2007, by and between the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota, a Minnesota public body corporate and politic ("HRA") and MERIDIAN
PROPERTIES REAL ESTATE DEVELOPMENT LLC, D/B/A TOLD Development Company,
a Minnesota limited liability company ("TOLD").
RECITALS:
First: TOLD and the HRA have been engaged in informal discussions regarding the
possible development of an area of land within the City of Richfield that is generally
shown in the attached Exhibit A, and contains acres more or less.
Second: TOLD is proposing redevelopment within the Area which may include office,
residential and commercial/retail uses (hereinafter the "Project");
Third: Based on initial reviews of the proposal, it appears that the Project may be
feasible; however, further review and detail are needed;
Fourth: The parties wish to cooperate doing the things necessary in analyzing the potential
and feasibility of Project and are willing to proceed as described in this Agreement;
Fifth: The parties acknowledge that TOLD will expend substantial time and effort, and
incur substantial expense in pursuing the Project;
Sixth: TOLD is willing to undertake the activities described in this Agreement only with
the reasonable assurance from the HRA that it will support and cooperate with TOLD in
its efforts.
Seventh; The HRA and TOLD have executed this Agreement to document their
understanding with respect to the proposed Project
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual obligations of the
parties contained herein, each of them does hereby represent, covenant and agree with the other
as follows:
1. Statement of Intent.
It is the intention of the parties that during the term of this agreement the following
activities will take place:
(a) Infrastructure and Public Amenities. The parties will cooperate with the City of
3072S0vS JBD RC125-277
I
5-J-
Richfield in undertaking the preliminary design and location of infrastructure and
public amenities that may be located within or adjacent to the Area, or which may
otherwise serve the Project. Such undertaking will also include preliminary
discussions regarding estimated costs for such work, and the allocation of such
costs.
(b) Financial Feasibility. The HRA's fiscal consultant will also conduct a financial
feasibility analysis of the TOLD and the Project. The purpose of the analysis is to
determine TOLD's ability to finance the Project as proposed. TOLD will, as a
part of the financial feasibility study, provide an internally prepared market
study/development feasibility study for the HRA. The analysis will consider such
factors as the TOLD's capability to arrange for borrowing (as indicated by term
sheets), the anticipated level of other assistance available to the Project from
other sources, and TOLD's ability to provide equity to the Project. Information
obtained from the TOLD in connection with this analysis will be subject to such
confidentiality provisions as are permitted by law.
(c) Plan Review and Refinement. TOLD will present the general development plan,
including parking layout and design, to the City for review and comment; and
will also undertake any additional studies or refinements to the plan for the
Project that are necessary to determine that the plan (i) complies with the City's
land use requirements; (ii) provides sufficient detail to permit the reviews
described in paragraphs (a) and (b) above. In formulating the general
development plan, TOLD and the HRA will jointly cooperate in conducting
sufficient neighborhood open houses to provide information and seek input from
the neighborhood as such is defined by the HRA.
(d) Contract Negotiation. Either during or on completion of the activities described
in (a), (b,) and (c) above, the parties will attempt in good faith to negotiate the
terms of a contract for private development (the "Contract") which will provide
for the acquisition of the necessary property, the nature and timing of the
improvements to be constructed, the form, amount and conditions of any
economic assistance to be provided by the HRA in aid of the Project. The
Contract will contain such other and additional terms as either party believes are
necessary for the transaction.
(e) Right of Entry. The HRA will cooperate with TOLD in securing a right of entry
agreement from the City of Richfield for the purpose of inspecting the Area and
conducting testing and other examinations on the portions of the Area currently
owned by the City. The proposed form of agreement that would be presented to
the City for consideration is contained in Exhibit B.
(f) City Commitment Regarding Sale. The HRA will utilize its best efforts to obtain, within
not later than 30 days from the date of this Agreement, a commitment from the City to
the effect that the City will not sell, or encumber through easement or license or
otherwise, any of the land owned by it within the Area during the term of this
Agreement. . Any commitment made by the City shall not be construed as limiting or
restricting the opportunity of the City to provide assistance to the owners of 1717 East
307250v5 JBD RC125-277
2
5-3
66th Street to address parkingconcems raised by said owners.
2. Undertaking By TOLD.
During the term of this Agreement, TOLD will undertake all of the activities necessary
to accomplish the activities described in paragraph 1 above to be performed by TOLD,
including, without limitation, providing project and financial information to the HRA.
3. HRAts Undertaking and Agreement.
The HRA agrees to cooperate with TOLD in TOLD's undertakings, agrees to utilize its
best efforts, subject to TOLD's performance, to accomplish the activities described in
paragraph 1 above, and further agrees that during the term of this Agreement the HRA
will not (i) provide or enter into an agreement for provision of financial assistance to any
third party in connection with any proposed development within the Area, (ii) except as
may be necessary in connection with the provision of public improvements, condemn or
agree to proceed with the condemnation of any property within the Area to assist or
facilitate development within such area by any third party, or (iii) solicit proposals from
any third party regarding any proposed development within the Area. Nothing in this
Agreement shall be construed as limiting or restricting the opportunity of the HRA to
provide assistance to the owners of 1717 East 66th Street to address parking concerns
raised by said owners.
4. Term.
The term of this Agreement shall be for a period of nine months, provided, in the event
(a)the HRA determines, in good faith, that TOLD is not diligently pursuing the Project;
or (b) TOLD determines, in good faith, that the HRA is not diligently pursuing its
obligations hereunder, or if TOLD determines, in good faith, that the Project is not
feasible, such determining party may terminate this Agreement upon thirty (30) days
written notice to the other. The HRA may also terminate this Agreement for failure of the
TOLD to provide additional funds to the Deposit pursuant to paragraph 5 E. below. The
HRA may also terminate this Agreement as to the portion of the Area shown on the
attached Exhibit C at any time by giving TOLD notice of such limited termination. The
parties each waive any claim or cause of action that they may have against the other party
based upon the termination of this Agreement by such other party. The parties may, by
mutual written agreement extend this Agreement for such further periods as they shall
determine to be appropriate from time to time. Any extension of this Agreement will not
extend the commitment by the City described in paragraph l(t) above unless the City so
agrees.
Any such notice shall be deemed delivered if either actually delivered, or if faxed and
mailed to the parties at the following addresses:
3072S0vS JBD RC12S-277
3
5-L/
Thomas M. Burke
Principal and General Counsel
TOLD Development Company
Two Carlson Parkway, Suite 355
Plymouth, MN 55447
Fax: 952.278.7574
Richfield Housing and Redevelopment Authority
6700 Portland Avenue South
Richfield, MN 55422
Attn: Executive Director
Fax: 612.861.9749
5. Miscellaneous.
A. This Agreement constitutes the entire agreement between the parties relative to
the proposed Project. Unless specifically described herein, no obligation shall be
inferred or construed.
B. Redevelopment of the Area will be in accordance with further agreements which
the parties shall, in good faith attempt to negotiate during the term of this
Agreement.
C. As expansion of the foregoing, TOLD understands that further and separate
action, for which no obligation is created hereunder, will be required before the
HRA or the TOLD is obligated to take various actions with respect to the Project.
Those actions may include, without limitation:
a) Modification of Project Area and/or Tax Increment District;
b) Zoning, comprehensive plan and subdivision approvals;
c) Acquisition of land within the Area;
d) Construction of public improvements to serve the Proj ect; and
e) Approval of separate contracts calling for the actual redevelopment of the
Area.
D. TOLD further understands that many of the actioris which the HRA may be
called upon to take require the reasonable discretion and in some instances the
legislative judgment of the HRA, such actions may be made only following
established procedures; and HRA may not, by agreement, agree in advance to
any specific decision in such matters.
E. With the execution of this Agreement TOLD will deliver a deposit to the HRA in
30nsovS JBD RC12S-277
4
5-5
the amount of $ 5,000 (the "Deposit"). The deposit shall be used to reimburse the
HRA for its costs and expenses, including fees for the service of its consultants,
incurred fi-om the date of this Abrreement and thereafter, in calTying out its
obligations hereunder and in the negotiation of the Contract. If the amount
remaining in the Deposifis reduced to below $2,500, the TOLD shall, upon five
days written notice from the HRA, meet with the HRA to detennine a mutually
acceptable means to secure payment by TOLD of such HRA costs and expenses.
If the parties are. unable to reach agreement within J 0 days of the date of the
notice, then either party may elect to suspend or tem1inate its perfonmmce
hereunder. Such election will be effective on the date it is given to the other party
in wliting, or on such latex date specified in the election. Any unexpended or
unencumbered portion of the Deposit shal1 be retumed to TOLD upon the
expiration or tel111ination of this Ab'Teement.
F. Iblank]
IN WITNESS WHEREOF, the pariies have executed this Agreement effective the date
and year first above written.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA .
MERIDIAN PROPERTIES REAL
ESTATE DEVELOPMENT LLC,
a Minnesota limited liability company
By:
By:
Its:
Its:
By:
Its:
307250v5 JBD RCI25-277
5
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Thorn s M. Burke
Assistant Manager
5-{P
Exhibit A
307250v5 JBD RC125-277
A-I
.
5-7
EXHIBIT B
RIGHT OF ENTRY AGREEMENT
THIS AGREEMENT, made on this _ day of ,2007, by and between
CITY OF RICHFIELD, a Minnesota municipal corporation ("Owner") and MERIDIAN
PROPERTIES REAL ESTATE DEVELOPMENT LLC, D/B/A TOLD Development Company,
a Minnesota limited liability company ("TOLD").
I.
RECITALS
1.01. Owner is the fee simple owner of the real estate located at the addresses identified on
the attached Exhibit A, legally described on the attached Exhibit B, and as depicted on the attached
Exhibit C ("Property").
1.02. TOLD is investigating the possibility of purchasing the Property for the purpose of
redevelopment.
1.03. TOLD wishes to have its environmental consultant conduct soil borings, dig and
sample monitoring wells and conduct other environmental studies on the Property in order to
identify whether there may be hazardous substances, pollutants or contaminants present on the
Property. TOLD has requested that Owner grant TOLD, its employees, agents and contractors, the
right to enter the Property to conduct said environmental studies and investigate the location and
extent of any contamination.
1.04. TOLD also desires to secure the consent of Owner to enter the Property for the
purpose of conducting appraisals, land surveys, and other tests or inspections of the Property.
TOLD has requested that Owner grant its consent to the entry of these additional consultants onto
the Property to conduct their studies.
307250v5 JBD RC125-277
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5-8
1.05. It is understood that in executing this agreement, Owner will not be granting (a) any
permanent interest in the Property to TOLD, or (b) exclusive use or possession of the Property to
TOLD.
II.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and their mutual promises, the
parties hereto hereby agree as follows:
2.01. Right of Entry. Effective upon the date hereof, Owner hereby grants to TOLD, its
agents, employees, contractors and invitees, and such other consultants as TOLD may elect
(collectively, "Consultants") the right to enter upon the Property, for the purpose of making surveys,
inspections, investigations, soil borings, drilling and sampling monitoring wells, and testing relative
to TOLD's possible purchase ofthe Property.
2.02. Consideration. In consideration for such right of entry, TOLD agrees to:
(a) Notify Owner of the date and time that work by TOLD or its Consultants on the
Property will commence under this Agreement which notice shall be at least five (5)
business days prior to doing any work on the Property in order to permit Owner's
employees or consultants retained by Owner to be present during the time any work
is being done by TOLD or its Consultants;
(b) Secure all appropriate government approvals and permits for any work that will
occur within public streets adjacent to the Property;
(c) Provide a copy of all test results and reports prepared by TOLD's employees or
Consultants (except appraisal reports) evaluating the conditions present on the
307250v5 JBD RC125-277
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5-Cf
Property to Owner as soon as reasonably possible following final completion
thereof.
(d) Dispose of all solid waste generated during the course of TOLD's sampling
activities and other work on the Property in accordance with applicable federal, state
and local laws, rules and regulations.
(e) Do the work in the shortest period of time reasonably necessary to complete such
activities authorized under this Agreement as TOLD, in its sole discretion, shall elect
to undertake;
(f) Use the Property only for the purposes described herein and not park or store any
equipment on the Property, except during the limited periods of time when the work
on the Property which is contemplated by this Agreement is actually in progress;
(g) Do no unnecessary damage to the Property and restore the Property to substantially
the same condition as the condition in which it was found by TOLD at the time of
TOLD's or its Consultants' entry upon the Property pursuant to this Agreement. As
soon after completion of its work on the Property as allowed by applicable
authorities, TOLD shall properly abandon and remove any well installed by TOLD
or its Consultants, in accordance with Minnesota Department of Health regulations;
(h) Hold Owner harmless from and indemnify Owner from any and all claims,
damages, judgments or obligations, including the cost of defense of suit, arising out
of damage to Property or arising out of injury to anyone incurred or alleged to have
been incurred in connection with or as a result of any work done pursuant to this
Right of Entry, or as a result of TOLD's or its Consultants' intentional torts or
negligence. Notwithstanding the foregoing, TOLD shall not be responsible for any
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submission or application for further investigation or feasibility analysis or the
proper methods or cost of removal, treatment or disposal of any pollutants,
contaminants or hazardous substances present on the Property, it being the sole
responsibility of Owner to perform these tasks if required;
(i) TOLD shall ensure that its Consultants or their contractors or invitees which enter
the Property pursuant to this Agreement shall carry insurance during the time any
work is done on the Property in accordance with the following minimum
requirements:
Workers' Compensation Insurance with limits as provided by statute, with all
necessary statutory elections to provide coverage for and/or claims made by
any person doing work on the Property pursuant to this Right of Entry;
Employer's liability insurance (often included as coverage (b) in the Workers'
Compensation policy) with limits of $100,000;
Comprehensive Auto (and truck) Liability Insurance with mlrumum combined
single limits of $) million per occurrence;
Comprehensive General Liability Insurance (including coverage for contractual
liability, products and completed operations liability, liability arising out of
explosion, or underground related incidents) with minimum combined single
limits of $1 million per occurrence. In addition, the Comprehensive General
Liability policy shall include Owner and TOLD as additional insureds with
respect to work done on the Property.
G) If TOLD or its Consultants remove a sample or portion of the Property for
investigation, monitoring or testing or obtains any data or issues any report, it must
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give Owner an equal amount of the sample or portion and a copy of any data or
report, and must permit the Owner to perform an independent investigation,
monitoring, or testing of the sample or portion.
(k) Protect all monitoring wells with lockable caps and at least three protected posts.
2.03. Expiration. The right of entry provided under this Agreement will automatically
expIre on , 2007.
2.04. Governing Law. This Agreement shall be interpreted in accordance with the laws of
the state of Minnesota.
2.05. 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 Owner:
City of Richfield
Attn:
6700 Portland Avenue South
Richfield, MN 55423
With a copy to:
Corrine H. Thomson
Kennedy & Graven, Chartered
470 U. S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
If to TOLD:
Thomas M. Burke
Principal and General Counsel
TOLD Development Company
Two Carlson Parkway, Suite 355
Plymouth, MN 55447
With Copy to:
307250v5 JBD RC125-277
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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.
2.06. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be dilly executed in
their names and on their behalves on or as of the above date.
Owner:
CITY OF RICHFIELD
By:
Its Mayor
By:
Its City Manager
MERIDIAN PROPERTIES REAL ESTATE
DEVELOPMENT LLC, D/B/A TOLD
Development Company, a Minnesota limited
liability company
By:
Its:
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EXHIBIT A
List of Property Addresses
List of Property Addresses
6639 17th Avenue South
6614 18th Avenue South
6620 18th Avenue South
6626 18th Avenue South
6632 18th Avenue South
6638 18th Avenue South
6644 18th Avenue South
6700 18th Avenue South
670818th Avenue South
6714 18th Avenue South
6720 18th Avenue South
6726 18th Avenue South
6732 18th Avenue South
6738 18th Avenue South
6744 18th Avenue South
6701 18th Avenue South
6709 18th Avenue South
6721 18th Avenue South
6727 18th Avenue South
673318th Avenue South
6739 18th Avenue South
6745 18th Avenue South
6700 Cedar Avenue South
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EXHIBIT B
Legal Descriptions of Property
Lot 10, block 2, Wexler's Addition
Lot 3, Block 2, Wexler's Addition
Lot 4, Block 2, Wexler's Addition
Lot 5, Block 2, Wexler's Addition
Lot 6, Block 2, Wexler's Addition
Lot 7, Block 2, Wexler's Addition
Lot 8, Block 2, Wexler's Addition
Lot 1, Block 3, Wexler's Addition
Lot 2, Block 3, Wexler's Addition
Lot 3, Block 3, Wexler's Addition
Lot 4, Block 3, Wexler's Addition
Lot 5, Block 3, Wexler's Addition
Lot 6, Block 3, Wexler's Addition
Lot 7, Block 3, Wexler's Addition
Lot 8, Block 3, Wexler's Addition
Lot 16, Block 4, Wexler's Addition
Lot 15, Block 4, Wexler's Addition
Lot 13, Block 4, Wexler's Addition
Lot 12, Block 4, Wexler's Addition
Lot 11, Block 4, Wexler's Addition
LotIO, Block 4, Wexler's Addition
Lot 9, Block 4, Wexler's Addition
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EXHIBIT C
Right of Entry Agreement with TOLD
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68th Street
Legend
~ Location of Properties for
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307250v4 JBD RC125-277
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