041513completeagenda CITY OF RICHFIELD, MINNESOTA
MONDAY, APRIL 15, 2013
RICHFIELD MUNICIPAL CENTER
6700 PORTLAND AVENUE
REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING
COUNCIL CHAMBERS
7:00 P.M.
AGENDA
Call to order
Roll call
1. Approval of minutes of Regular HRA Meeting of March 18, 2013
2. HRA approval of agenda
3. Consideration of a resolution authorizing the purchase of real property located at 7427
Pillsbury Avenue through the Richfield Rediscovered Program
Staff Report No. 28
Notes:
4. Public hearing and consideration of a resolution authorizing the sale of HRA property
located at 301 West 77tH Street to LaMettry Collision Inc.
Staff Report No. 29
Notes:
5. Consideration of a resolution approving a First Amendment to the Cross Access
Easement Agreement with Candlewood Minneapolis, MN, LLC
Staff Report No. 30
Notes:
6. HRA discussion items
Notes:
7. Executive Director Report
Notes:
8. 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.
HOUSING AND REDEVELOPMENT
ed AUTHORITY MEETING MINUTES
geC0;e Richfield, Minnesota
Regular Meeting
March 18, 2013
CALL TO ORDER
The meeting was called to order by Chair Sandahl at 7:00 p.m.
ROLL CALL
HRA Members Sue Sandahl, Chair, Steven J. Quam; Doris Rubenstein; Debbie Goettel;
Present: and David Gepner
Staff Present: Steven L. Devich, Executive Director; John Stark Community Development
Director; Karen Barton, Assistant Community Development Director;
Corrine Heine, City Attorney; and Nancy Gibbs, City Clerk.
Item #1 APPROVAL OF MINUTES OF (1) SPECIAL HRA MEETING OF FEBRUARY 17,
2013; (2) SPECIAL HRA MEETING OF FEBRUARY 19, 2013; AND (3) REGULAR
HRA MEETING OF FEBRUARY 19, 2013
Commissioner Rubenstein asked that the minutes of the Special HRA Meeting of February
17, 2013 be amended to correct the spelling of a Housing Visioning Task Force candidate's name.
M/Rubenstein, S/Quam to approve the minutes of(1) Special HRA Meeting of February 17,
2013 as amended; (2) Special HRA Meeting of February 19, 2013; and (3) Regular HRA Meeting
of February 19, 2013.
Motion carried 5-0.
Item #2 HRA APPROVAL OF AGENDA
Chair Sandahl switched the order of Items 5 and 6.
M/Rubenstein, S/Quam to approve the agenda as amended.
Motion carried 5-0.
Item #3 PRESENTATION BY CENTER FOR ENERGY AND ENVIRONMENT REGARDING
HOME ENERGY SQUAD PROGRAM
HRA Meeting -2- March 18,2013
Stacy Boots Camp, Center for Energy and Environment, provided a presentation regarding
the Home Energy Squad Program.
Item #4 CONSIDERATION OF A RESOLUTION AUTHORIZING THE EXECUTIVE
DIRECTOR AND HRA CHAIR TO EXECUTE INSTRUMENTS NECESSARY TO
PURCHASE SEVEN TO NINE VACANT AND FORECLOSED HOUSES USING UP
TO $543,000 FROM THE HOUSING AND REDEVELOPMENT FUND THROUGH
DECEMBER 31, 2013 S.R. NO. 25
Community Development Director Stark presented Staff Report No. 25.
M/Goettel, S/Sandahl that the following resolution be adopted and that it be made part of
these minutes:
HRA RESOLUTION NO. 1150
RESOLUTION AUTHORIZING THE HOUSING AND REDEVELOPMENT AUTHORITY STAFF TO
ACQUIRE CERTAIN FORECLOSED HOMES WITHIN THE CITY AND TO EXECUTE ALL
INSTRUMENTS AND CONTRACTS RELATED THERETO
Motion carried 5-0. This resolution appears as HRA Resolution No. 1150.
Item #5 PRESENTATION AND CONSIDERATION OF THE LAKES AT LYNDALE
CONNECTIVITY PLAN S.R. NO. 27
Former Item 6.
Assistant Community Development Director Barton presented Staff Report No. 27.
M/Gepner, S/Quam to approve the Lakes at Lyndale Connectivity Plan.
Motion carried 5-0.
Item #6 PUBLIC HEARING TO CONSIDER AN AMENDMENT TO THE BUSINESS
SUBSIDY AGREEMENT AND A RESOLUTION APPROVING THE FIRST
AMENDMENT TO THE FUNDING AGREEMENT AND RESTATED BUSINESS
SUBSIDY AGREEMENT BY AND BETWEEN THE HRA AND LYNDALE GARDENS
LLC S.R. NO. 26
Former Item 5.
Assistant Community Development Director Barton presented Staff Report No. 26.
Colleen Carey, Cornerstone Group, was available via speakerphone.
Beth Pfeifer, Cornerstone Group, explained the construction timeline. The Cornerstone
Group hopes to start construction at the end of 2013 or early 2014 with a one year construction
timeframe.
Dale Woodbeck, Lakewinds Co-op, stated the Lakewinds Co-op will start construction July
2013 and hopes to open early in 2014.
HRA Meeting -3- March 18,2013
M/Gepner, S/Goettel to close public hearing.
Motion carried 5-0.
M/Sandahl, S/Rubenstein that the following resolution be adopted and that it be made part
of these minutes:
HRA RESOLUTION NO. 1151
RESOLUTION APPROVING FIRST AMENDMENT TO FUNDING AGREEMENT AND AMENDED
AND RESTATED BUSINESS SUBSIDY AGREEMENT BETWEEN THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA AND
LYNDALE GARDENS LLC
Motion carried 5-0. This resolution appears as HRA Resolution No. 1151.
Item #7 HRA DISCUSSION ITEMS
Chair Sandahl invited the community to a public forum regarding organized garbage
collection. The public forum is sponsored by the League of Women Voters and will be held on
Saturday, March 23 at 9:30 a.m. at Richfield Municipal Center.
Item #8 EXECUTIVE DIRECTOR REPORT
Executive Director Devich stated he had no report.
Item #9 CLAIMS AND PAYROLL
M/Gepner, S/Sandahl that the following claims and payrolls be approved:
U.S. BANK 03/18/2013
Section 8 Checks: 123134 - 123251 $ 156,292.98
HRA Checks: 31691 - 31717 $ 511,728.46
TOTAL $ 668,021.44
Motion carried 5-0.
ADJOURNMENT
The meeting was adjourned by unanimous consent at 8:18 p.m.
Date Approved: April 15, 2013
Suzanne M. Sandahl
Chair
Nancy Gibbs Steven L. Devich
City Clerk Executive Director
AGENDA ITEM#: 3
REPORT#: 28
STAFF REPORT
RICHFIELD HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 15, 2013
REPORT PREPARED BY: JULIE URBAN/KATE AITCHISON, HOUSING
SPECIALISTS
NAME,TITLE
REPORT PRESENTER: KAREN BARTON,ASSISTANT COMMUNITY
DEVELOPMENT DIRECTOR
NAME,TITLE
DEPARTMENT DIRECTOR REVIEW:
�►
SIG u--
REVIEWED BY EXECUTIVE DIRECTOR: , '
ITEM FOR HRA CONSIDERATION:
Consideration of a resolution authorizing the purchase of real property located at 7427
Pillsbury Avenue through the Richfield Rediscovered Program.
I. RECOMMENDED ACTION:
By Motion: Approve a resolution authorizing the purchase of real
property located at 7427 Pillsbury Avenue through the Richfield
Rediscovered Program.
II. BACKGROUND
The property at 7427 Pillsbury Avenue was determined to be uninhabitable by the
Inspections Division in 2009. The property owner never responded to repeated
requests for repairs, and in 2012, the property was forfeited to Hennepin County for
non-payment of property taxes. The County then offered the Housing and
Redevelopment Authority (HRA) the first opportunity to purchase the property for its
appraised value.
The existing three-bedroom home has been poorly maintained for several years.
An independent evaluation was conducted and concluded that the house contains
many code and structural deficiencies that would be difficult to correct. The
neighborhood would be better served with the existing house removed and the lot
redeveloped. The property is 75 feet by 135 feet. The appraised value of the
04152013 7427 Pillsbury acquisition.doc
property is $75,000. The HRA can purchase the property for the appraised value
plus approximately $3,400 in-closing-and-administrative costs.
If purchased, the substandard house will be removed and the vacant lot sold for
construction of a new home through the Richfield Rediscovered Program.
III. BASIS OF RECOMMENDATION
A. POLICY
• The 2008-2018 Richfield Comprehensive Plan states as policy:
• Encourage the creation of"move-up" housing through new
construction and home remodeling.
• Promote the development of a balanced housing stock that is
available to a range of income levels.
• Through the City's Richfield Rediscovered Program, the HRA
purchases and removes substandard and functionally obsolete housing
and replaces it with newer, higher valued homes.
B. CRITICAL TIMING ISSUES
• The property is currently a detriment to the neighborhood and not on
the tax rolls. Purchase by the HRA offers the opportunity to remove
the substandard home, redevelop the property and return it to the tax
rolls.
• If the HRA elects to forgo the purchase of the property, the property
will be sold at auction.
C. FINANCIAL
• The Housing and Redevelopment Fund would be used to purchase
the property. The 2013 HRA budget provides for this expense.
• The County will sell the property to the HRA for the appraised value
plus closing costs.
D. LEGAL
• Once the County has provided a deed for the property, the HRA
Attorney will commence a quiet title action to clear title to the property.
IV. ALTERNATIVE RECOMMENDATION(S)
• Do not authorize the purchase of the property.
V. ATTACHMENTS
• Resolution
• Photo of existing structure
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• NA
3-
HRA RESOLUTION NO.
RESOLUTION AUTHORIZING PURCHASE OF REAL PROPERTY
LOCATED AT 7427 PILLSBURY AVENUE
UNDER THE RICHFIELD REDISCOVERED PROGRAM
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota ("the HRA") desires to purchase certain real property pursuant to and
in furtherance of the Richfield Rediscovered Program, said property being described as:
7427 Pillsbury Avenue South
Lot 12, Block 3, Nicollet View Gardens
Hennepin County, Minnesota
WHEREAS, the HRA is authorized by Minnesota Statutes Section 469.012 to
acquire real property within its area of operations; and
WHEREAS, the property is tax forfeited land, and the HRA desires to acquire the
Property pursuant to Minn. Stat. Sec. 282.01; and
WHEREAS, a proceeding subsequent to initial registration will be required to
establish clear title to the property for the HRA; and
WHEREAS, a purchase price has been negotiated; and
WHEREAS, local HRA funds are available for acquisition purposes.
NOW THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority in and for the City of Richfield, Minnesota as follows:
1. The purchase price for the property at 7427 Pillsbury Avenue is approved at $75,000
plus fees using the Housing and Redevelopment Fund.
2. The Chairperson and Executive Director are authorized to execute purchase
agreements and to take other actions necessary to purchase the property for the
amount set forth in this Resolution, and to establish clear title to the property in the
name of the HRA.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 15th day of April, 2013.
Suzanne M. Sandahl, Chair
ATTEST:
Doris Rubenstein, Secretary
7427 Pillsbury
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AGENDA ITEM#: 4
REPORT#: 29
=ROAN STAFF REPORT
RICHFIELD HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 15, 2013
REPORT PREPARED BY: CHRISTINE COSTELLO, ECONOMIC
DEVELOPMENT COORDINATOR
NAME,TITLE
REPORT PRESENTER: JOHN STARK, COMMUNITY DEVELOPMENT
DIRECTOR A\
NAME,TITLE
I
DEPARTMENT DIRECTOR REVIEW: ;
szie TURF,
REVIEWED BY EXECUTIVE DIRECTOR: V (1, / 401111
ITEM FOR HRA CONSIDERATION:
Consideration of proposed sale of 301 West 77th Street to LaMettry Collision Inc.
I. RECOMMENDED ACTION:
Conduct and close the public hearing and by motion: Approve the
sale of Housing and Redevelopment Authority property located at 301
West 77th Street.
II. BACKGROUND
The Richfield Housing and Redevelopment Authority (HRA) has owned 301 West
77th Street, often referred to as the vacant Candlewood parcel, since 1992. The
parcel was originally part of a larger property that had been a lumber yard. In 1998
the land was platted into two parcels and one portion was sold to Candlewood
Suites while the remaining parcel was retained by the HRA and has been vacant
since 1992.
Richfield Bloomington Honda (RB Honda) recently purchased nearby property from
LaMettry's Collision, Inc. (located immediately to the west of RB Honda), to allow for
the expansion and updating of their dealership. LaMettry's sold its property to RB
Honda with the understanding that they would be able to purchase the HRA
property for the development of a new facility.
04152013 PH 301 w 77th St LaMettry.docx
At the November 21, 2011 HRA worksession, Rick LaMettry presented a proposal
to purchase the vacant Candlewood lot for the development of a new collision-repair
facility. Based on the HRA's positive view of the project at the worksession,
LaMettry's moved forward in the land use application process. The HRA approved
a consent to allow LaMettry's to submit this land use application at the June 18,
2012 HRA meeting.
On June 25, 2012, the Planning Commission held a public hearing for the
consideration of a Comprehensive Plan Amendment and a Planned Unit
Development (PUD) and voted 6 to 0 to approve the amendment and PUD. The
City Council held its first reading of the rezoning at their June 26, 2012 meeting and
on July 10, 2012 the Council approved the Comprehensive Plan Amendment, PUD,
and second reading of the rezoning.
On July 16, 2012 the HRA held a public hearing to consider selling the HRA land to
LaMettry's. Following the public hearing, the HRA approved by motion the sale of
the HRA land to LaMettry's and approved a purchase agreement between the HRA
and LaMettry. The purchase agreement has been executed by both parties and
earnest money has been deposited with the HRA. The fulfillment of the purchase
agreement is contingent on the HRA holding a duly noticed public hearing.
It came to staffs attention, however that the public hearing was not properly
advertised in the Sun-Current legal notice section. This was due to an inadvertent
oversight by staff. Therefore, the HRA is being asked to hold a duly noticed public
hearing. The notice for public hearing was published in the Sun-Current on April 4,
2013.
III. BASIS OF RECOMMENDATION
A. POLICY
• A public hearing is required prior to the HRA agreeing to sell property
it owns.
• The HRA must decide whether it is in the best interest of the public to
sell the property under the terms offered.
B. CRITICAL TIMING ISSUES
• As of April 2nd, LaMettry's still has not submitted plans in order for
them to proceed with the building permit application process.
• LaMettry's could be proceeding with the building permit application
process, since review of the building permit plans will take longer than
the revised public hearing process to be held on April 15th.
C. FINANCIAL
• The proposed Purchase Agreement provides for a purchase price of
$675,000.
• LaMettry's submitted earnest money in the amount of$33,750.
• The appraisal for the property (dated April 9, 2012) estimates the
market value at approximately $675,000.
D. LEGAL
• The HRA's legal counsel has drafted the proposed purchase
agreement and LaMettry's attorney has reviewed the purchase
agreement. Both parties have signed the agreement.
• The HRA's legal counsel has reviewed this staff report.
IV. ALTERNATIVE RECOMMENDATIONS)
• Continue the consideration of a motion of the proposed sale of 301
77th Street West (vacant Candlewood parcel) to LaMettry's Collision
Inc.
• Deny the consideration of a motion of the proposed sale of 301 West
77th Street (vacant Candlewood parcel) to LaMettry's Collision, Inc.
V. ATTACHMENTS
• Resolution
• Purchase Agreement
• Certified Copy of Legal Notification
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• Representative(s) of LaMettry's Collision, Inc.
LI - I
RESOLUTION NO.
RESOLUTION AUTHORIZING THE CONVEYANCE OF
INTEREST IN CERTAIN LAND
WHEREAS, pursuant to Minn. Stat. Section 469.029, the Housing and
Redevelopment Authority in and for the City of Richfield, Minnesota (the "Authority") may
sell land after a duly noticed public hearing on the sale of such land; and
WHEREAS, on July 16, 2012, the Housing and Redevelopment Authority in and for
the City of Richfield, Minnesota (the "Authority"), held a public hearing on the sale of
certain property located at 301 77th Street West and described as:
Lot 1, Block 1, Candlewood Hotel Addition
(the "Property") to LaMettry's Collision, Inc., a Minnesota corporation (the "Developer") and
approved the sale of the Property to the Developer and a purchase agreement between
the Authority and the Developer; and
WHEREAS, pursuant to the terms of the approved Purchase Agreement, dated
February 20, 2013, the Authority is required to convey to the Developer all of the
Authority's right, title and interest to the Developer contingent upon the Board of the
Authority holding a public hearing and approving the sale of the Property by resolution; and
WHEREAS, it has been determined that notice of the public hearing held on July
16, 2012 was not published and the Authority has been asked to hold another public
hearing regarding the sale of the Property; and
WHEREAS, on the date hereof, the HRA held a public hearing regarding the
conveyance of the Property for which notice was published in the Sun-Current on April 4,
2013; and
NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment
Authority in and for the City of Richfield, Minnesota as follows:
1. The conveyance of the Authority's right, title and interest in the Property described
herein is hereby approved.
2. The Chairperson and the Executive Director are hereby authorized to execute and
deliver to the Developer, such quit claim deed and certificates as are required to carry out
this resolution.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 15th day of April, 2013.
Steven J. Quam, Acting Chair
ATTEST:
Doris Rubenstein, Secretary
PURCHASE AGREEMENT-- -
THIS AGREEMENT is made as of this 20th clay of February, 2013, by and between the
I-Iousing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body
corporate and politic under the laws of the State of Minnesota ("Seller") and LaMettry's
Collision, Inc., a Minnesota corporation, or its assigns ("Buyer").
RECITALS
A. Seller is the owner of property which is legally described on the attached Exhibit
A ("Property").
B. Buyer wishes to purchase the Property in accordance with the provisions of this
Agreement.
AGREEMENT
1. Offer/Acceptance for Sale of Property. The Seller agrees to sell to the Buyer the
Property and the Buyer agrees to purchase the same, according to the terms of this Agreement.
2. Purchase Price for Property and Terms.
A. PURCHASE PRICE: The total Purchase Price for the Property is
$675,000.00(the"Purchase Price").
B. TERMS:
(1): EARNEST MONEY. The sum of $33,750.00 Earnest Money is paid
herewith by the Buyer to the Seller. The balance of the Purchase Price
shall be due on the date of closing (the "Closing Date")
(2): BALANCE DUE SELLER: Buyer agrees to pay by electronic transfer of
funds on the Closing Date any remaining balance due according to the
terms of this Purchase Agreement.
(3): DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller
agrees to execute and deliver a Quitclaim Deed conveying title to the
Property to Buyer, subject only to the following exceptions:
a. Building and zoning laws, ordinances, state and federal
regulations;
b. Reservation of minerals or mineral rights to the State of
Minnesota, if any;
c. Public utility and drainage easements of record which will not
401,19no,1AN R('125-323
3
- —interfere with Buyer's intended use of the Property; and
d. A Cross Access Easement Agreement, dated June 22, 1998 (the
"Easement Agreement"), between the Seller and Candlewood
Minneapolis, MN LLC.
(4): DOCUMENTS TO BE DELIVERED AT CLOSING BY SELLER. In
addition to the deed required at paragraph 2B(3) above, Seller shall
deliver to the Buyer:
a. Standard form Affidavit of Seller.
b. A"bring-down" certificate, certifying that all of the warranties made
by Seller in this Purchase Agreement remain true as of the Closing
Date.
c. Certificate that Seller is not a foreign national.
d. Well disclosure certification, if required, or, if there is no well on the
Property, the Deed given pursuant to paragraph 2B(4) above must
include the following statement: "The Seller certifies that the Seller
does not know of any wells on the described real property."
e. Any other documents reasonably required by the Buyer's title
insurance company or attorney to evidence that title to the
Property is marketable and that Seller has complied with the
terms of this Purchase Agreement.
3. Contingencies. Seller's obligation to sell, and Buyer's obligation to buy is
contingent upon the following:
a. Buyer's determination of marketable title pursuant to paragraph 4 of this
Agreement;
b. Buyer's determination, in its sole discretion, that the results of the
environmental investigation under this Agreement are satisfactory to
Buyer;
c. Successful rezoning of the Property to Buyer's intended commercial use;
d. If deemed necessary by the Buyer, the Buyer's ability to satisfactorily
renegotiate the Easement Agreement (as described in Section 14 hereof);
e. Satisfactory evidence that Richfield Honda will purchase the property
upon which the Buyer currently operates and that Richfield I-londa will
move forward with its plans to build a larger facility on such property and
-101,000 JAI:14:125-323
adjacent properties;
f'. • Approval of this Agreement by the Board of Commissioners of the
Housing and Redevelopment Authority in and for the City of Richfield
(the "Board"); and
g. The Board conducting a public hearing on the sale of the Property and
approving such sale by resolution.
Buyer and Seller shall have until the Closing Date to remove the foregoing contingencies.
The contingencies listed in 3a, 3b, 3c, and 3d above are solely for the benefit of Buyer and may be
waived by Buyer. The contingency listed in 3e above is for the benefit of both Buyer and Seller,
and if waived, must be waived by both Buyer and Seller. The contingencies listed in 3f and 3g may
not be waived by either party.
If one or more of Buyer's or Seller's contingencies is not satisfied, or is not satisfied on time, and is
not waived, this Purchase Agreement shall thereupon be void at the written option of either party.
In such event, Seller shall return the Earnest Money to Buyer, and Buyer and Seller shall execute
and deliver to each other a termination of this Purchase Agreement. As a contingent Purchase
Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes,
- Section 559.21, et. seq.
4. Title Examination/Curing Title Defects. The Buyer shall, at its expense and
within four (4) months after Seller's acceptance of this Agreement, obtain a commitment for title
insurance ("Commitment") for the Property. The Buyer shall have forty-five (45) business
days after receipt of the commitment and executed Purchase Agreement to examine the same and to
deliver written objections to title, if any, to Seller, or Buyer's right to do so shall be deemed
waived. - Seller shall have the option, but not the obligation, until the Closing Date (or such
later date as the parties may agree upon) to cure such objections, at the Seller's cost. In the event
that Seller elects not to undertake a cure, or in the event title to the Property cannot be made
marketable or is not made marketable by the Seller by the Closing Date, then, unless Buyer
elects to proceed to closing without a cure to the objections, this Agreement may be terminated
by either party.
5. Inspections; Environmental Investigation. From the date of this Agreement to
the Closing Date, Buyer, its employees and agents, shall be entitled to enter upon the Property
to conduct such surveying, inspections, investigations, soil borings and testing, and drilling,
monitoring, sampling and testing of groundwater monitoring wells and conducting such other
environmental examination and tests as Buyer deems necessary; provided, that Seller is given at
least 48 hours' notice to Seller. Buyer shall promptly pay, before any lien attaches, all charges
•
for costs incurred in connection with the work permitted under this Paragraph. Buyer agrees to
indemnify the Seller against any liens, claims, losses, or damage occasioned by Buyer's exercise of
its right to enter and work on the Property. Buyer agrees to provide Seller with a copy of any
report as a result of such examination and tests.
3
-4Umoo JAI:RCI25_323
6. -Real Estate Taxes, Special —Assessments, and Special Service District
Charges. Real estate taxes, installments of special assessments, if any, and charges related to
the Special Service District known as the Interstate/Lyndale/Nicollet Maintenance Area or the
77th Street Maintenance District payable in the year of closing will be pro-rated between the
Buyer and Seller to the Closing Date. Seller shall pay all real estate taxes, installments of special
assessments, and charges related to the Special Service District known as the
Interstate%Lyndale`Nicollet Maintenance Area or the 77th Street Maintenance District due and
payable in previous years. Buyer shall pay all real estate taxes, installments of special
assessments, and charges related to the Special Service District known as the
Interstate/Lyndale/Nicollet Maintenance Area or the 77th Street Maintenance District and due
and payable after the year of closing. Seller also agrees to pay all assessments related to service
charges furnished to the Property prior to the Closing Date (e.g., delinquent water or sewer bills),
including those charges levied, pending, or certified to taxes payable in the year of closing.
7. Closing Date. The Closing Date will be on or before May 31, 2013, unless
another date is mutually agreed upon by the parties. Delivery of all purchase documents and the
closing shall be made at the offices of the Seller, 6700 Portland Avenue South, Richfield,
Minnesota 55423, or at such other location as is mutually agreed upon by the parties. All
deliveries and notices to Seller shall be made to the above address and marked to the attention of
John Stark, Community Development Director.
8. Property.
(a) Condition of Property, removals. Seller has made no representations or
warranties concerning the condition of the Property or of any improvements located thereon.
Seller shall have no obligation to remove any items from the Property prior to the Closing Date;
and Seller abandons any right title or interest in any items remaining on the Property following
the Closing Date.
(b) No encumbrances. Seller agrees not to place any liens or encumbrances on the
Property after the date of this Purchase Agreement.
9. Well Disclosure. Seller has provided Buyer with a separate well disclosure
statement and will provide a well disclosure certificate at closing.
10. Seller and Signatory Warranties.
(a) Sewer and water. Seller does not warrant whether the Property is connected
to the City sewer and water systems.
(b) Mechanics' Liens. Seller warrants that, prior to the Closing Date, except costs for
work furnished Buyer in accordance with Paragraph 13, Seller shall pay in full all amounts due for
labor. materials, machinery, fixtures or tools furnished within the 120 days immediately preceding
the closing in connection with construction, alteration or repair of any structure upon or
improvement to the Property.
4
.101u9)u t) i:vE tic12S-323
(c) Notices. Seller warrants that it has not received any notice from any
governmental authority as to violation of any law, ordinance or regulation in connection with the
Property.
(d) Authority. Seller warrants that it is the owner of the Property, it has full
authority to enter into this Purchase Agreement for the sale of the Property, and that there are
no other parties who hold any unrecorded interest in the Property.
11. Broker Commission. Each party represents to the other that it has not utilized the
services of any real estate broker or agent in connection with this Purchase Agreement or the
transaction contemplated by this Purchase Agreement. Each party agrees to indemnify, defend,
and hold harmless the other party against and in respect of any such obligation and liability
based in any way upon agreements, arrangements, or understandings made or claimed to have been
made by the party with any third person.
12. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) the closing fees
charged by the title insurance or other closing agent, if any, utilized to close the
transaction contemplated by this Agreement; (b) the premium for title insurance policy, if any,
obtained by the Buyer; and (c) any transfer taxes and recording fees required to enable the Buyer to
record its deed from Seller under this Agreement. Seller will pay all other fees normally paid by
sellers, including fees and charges related to the filing of any instrument required to make title
marketable. Each party shall pay its own attorney fees.
13. Risk of Loss. If the Property is destroyed or substantially damaged before the
Closing Date, this Purchase Agreement shall become null and void, at the Buyer's option. At the
request of the Seller, Buyer agrees to sign a cancellation of Purchase Agreement.
14. Easement. The Property is subject to a Cross Access Easement Agreement,
dated June 22, 1998 (the "Easement Agreement"), between the Seller and Candlewood
Minneapolis, MN LLC that will continue to be in effect following the sale of the Property.
The Easement Agreement grants the owner of the property directly south of the Property an
access easement over the Property. Buyer has been provided and has reviewed a copy of the
Easement Agreement. If Buyer wishes to renegotiate the Easement Agreement, it is solely
the responsibility of Buyer to do so. As a condition of closing, Buyer must assume all of
Seller's rights and responsibilities under the Easement Agreement.
15. Comprehensive Plan Amendment Consent. Seller hereby authorizes Buyer,
at Buyer's sole cost and expense, to make application to the City for changes to the
comprehensive plan of the City of Richfield or other land use changes that must be
completed in order for Buyer to utilize the Property as contemplated. It is understood that
any such changes will be effective only if the Property is sold to Buyer.
16. 1031 Exchange. The Buyer may elect to convey or accept the Property via
exchange under Section 1031 of the Internal Revenue Code of 1986, as amended. The Seller
agrees to cooperate with any reasonable request made by the Buyer which is necessary to
facilitate such exchange; provided, however, that Seller shall not be required to either (a) incur
5
4011)9n%9 I:Ati R('125-323
4 _1
17. Notice. Any notice,demand,request or other communication which may or shall be
given or served by the parties, shall be deemed to have been given or served on the date the same is
personally served upon one of the following indicated recipients for notices or is deposited in the
United States Mail, registered or certified, return receipt requested, postage prepaid and
addressed as follows:
(a) in the case of the Buyer, is addressed to or delivered personally to the Buyer at
3209 Galleria, Unit 1804, Minneapolis, MN 55435, Attn: Richard LaMettry; with a copy to Joel
Seitz, 5001 Chowen Avenue South, Minneapolis,MN 55410.
(b) in the case of the Seller, is addressed to or delivered personally to the Seller at
6700 Portland Ave. So., Richfield, MN 55423, Attn: Community Development Director; with a
copy to Kennedy & Graven, Chartered, 470 U.S. Bank Plaza, 200 South Sixth Street,
Minneapolis, MN 55402,Attn: Julie A. Eddington.
18. Map. Attached to this Agreement as Exhibit C is a map (the "Map") which
locates the various parcels which are legally described in this Agreement. The Map is for
convenience purposes only, and the legal descriptions contained in the other exhibits control.
19. Entire Agreement. This Purchase Agreement, the attached exhibit, and other
amendments signed by the parties, shall constitute the entire Agreement between Seller and Buyer
and supersedes any other written or oral agreements between the parties relating to the Property.
This Purchase Agreement can be modified only in a writing properly signed on behalf of
Seller and Buyer.
20. Survival. Notwithstanding any other provisions of law or court decision to the
contrary,the provisions of this Purchase Agreement shall survive closing.
IN WITNESS WHEREOF,the undersigned have executed this Agreement on the date and
year above.
HOUSING AND REDEVELOPMENT LAM,E TRY P erti )LLC
AUTHORITY IN AND FOR THE CITY OF �; ,,P ;
RICHFIELD
/ ,; � ,
B V /e , �r.r 1' s' ti / ' moo,-- J til t
Its air f ) � 'c haM.A._LaMettry
�;.4 - ' hief M. .s !ing� ∎ ember
Dated /7
.:at/6 And by: `` �'` < i �', ,/ (2)
Its Executive Director F
6
401090v6 JAG RC125-323
4 ;C6
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Lot I. Block 1, Candlewood Hotel Addition
A-1
-1(11o91)0 vl WI -323
City of Richfield
-- - - —.--',. .-,.:',,,. :. t.-„..;.
c .
. . .
{Official NG: Publication)
CITY OF RICHFIELD -- — -- —
Public Hearing Notice
ono _ ® REGARDI
The Housing and Redevelopment Au-
MEDIA thority in and for the City of Richfield
will hold a public hearing to consider
the sale of 301 West 77th Street to
LaMettry's Collision,Inc.,for the con-
AFFIDAVIT OF PUBLICATION struction of a new auto body collision
repair shop.
STATE OF MINNESOTA ) WHEN:
)SS. Monday,April 15,2013
COUNTY OF HENNEPIN ) 7:00 PM
WHERE:
Richard Hendrickson,being duly sworn on Council enter Chambers,Richfield Municipal
C
an oath,states or affirms that he is the Chief 6700 Portland Avenue South
Financial Officer of the newspaper(s)known LEGAL DESCRIPTION:
as Contact the Community Development
Richfield Sun-Current Department for legal description.
QUESTIONS:
For more information,call the Commu-
nity Development Department at 612-
and has full knowledge of the facts stated 861-9760.
below: • HOW TO COMMENT:
Attend the hearing and you will be
(A)The newspaper has complied with all of heard or submit written comments.
the requirements constituting qualifica- NANCY GIBBS
tion as a qualified newspaper as provid- City Clerk
ed by Minn. Stat. §331A.02, §331A.07, AUXILIARY AIDS FOR INDIVIDUALS
and other applicable laws as amended. UP N REQUEST.E REQUESTS MUST ARE AVLABLE
(B)The printed public notice that is at- BE MADE AT LEAST 96 HOURS IN AD-
tached was published in said news a- VANCE TO THE CITY CLERK AT 612-
p newspa-
per(s)once each week, for one - suc-
cessive week(s);it was first published on (Apr.4,2013)D2-301W77thStreet
Thursday, the 4 day of
April , 2013, and was there-
after printed and published on every
Thursday to and including Thursday,the
day of , 2013;
and printed below is a copy of the lower
case alphabet from A to Z, both inclu-
sive, which is hereby acknowledged as
being the size and kind of type used in
the composition and publication of the
notice:
a b e d efg h ij k l m n opgrstu v w xyz
i
BY: Atabb. v,
CFO
Subscribed and sworn to or affirmed •
before me on this 4 day of
April ,2013.
- 0 -/c/cae
Notary Public
l MF,ImMittev of w : jefb°5' q
u A6 r Ji „ 1. `I .Kr:7r 7T
,;'. „,-.- ° AY PU3lJC•Ml1NSOTA"
4.1,j/My Comm.Fxp.Jan,31,201N
,ffi013bwdFtoovvvvw,,,40
AGENDA ITEM#: 5
REPORT#: 30
=All STAFF REPORT
RICHFIELD HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 15, 2013
REPORT PREPARED BY: CHRISTINE COSTELLO, ECONOMIC
DEVELOPMENT COORDINATOR
NAME,TITLE
REPORT PRESENTER: JOHN STARK, COMMUNITY DEVELOPMENT
DIRECTOR
NAME,TITLE
/ Alk-
'0 - OW
DEPARTMENT DIRECTOR REVIEW:
#11,
SIGNATU V
y
t'-
REVIEWED BY EXECUTIVE DIRECTOR ,'i, -'Y r j
C___ - - "/ -
(4,,,,A.,
l
/'
ITEM FOR HRA CONSIDERATION:
Consideration of a First Amendment to the Cross Access Easement Agreement with
Candlewood Minneapolis, MN, LLC.
I. RECOMMENDED ACTION:
By Motion: Approve the attached resolution, which approves the
First Amendment to the Cross Access Easement Agreement with
Candlewood Minneapolis, MN, LLC.
II. BACKGROUND
The Richfield Housing and Redevelopment Authority (the "HRA") has owned 301
West 77th Street, often referred to as the vacant Candlewood parcel, since 1992.
The parcel was originally part of a larger tract of land that had been a lumber yard.
In 1998 the land was platted into two parcels and the southerly portion was sold to
Candlewood Suites for the development of a hotel. The remaining parcel (the "HRA
Parcel"), retained by the HRA, has been vacant since the HRA's acquisition in 1992.
At the time the southerly portion of the Candlewood parcel was sold to Candlewood
Suites in 1998, the HRA and Candlewood Minneapolis, MN, LLC ("Candlewood")
entered into a Cross Access Easement Agreement. The Cross Access Easement
Agreement provided Candlewood with a non-exclusive easement for vehicular and
pedestrian traffic over and across the HRA Parcel and provided the HRA with a
04152013 1st Amend Cross Access Candlewood.docx
non-exclusive easement for vehicular and pedestrian traffic over and across
portions of certain parcels-of land owned-by the-Candlewood.
It is proposed that LaMettry's Collision, Inc. (LaMettry's) purchase the HRA Parcel.
In conjunction with that purchase, Mr. LaMettry requested a clarification of the
temporary easement areas set out in the Cross Access Easement Agreement. A
First Amendment to Cross Access Easement Agreement has been drafted and
Candlewood has agreed to the terms of the First Amendment to Cross Access
Easement.
III. BASIS OF RECOMMENDATION
A. POLICY
• The HRA entered into a Cross Access Easement Agreement with
Candlewood Hotel on June 22, 1998.
• A public hearing is not required to amend the Cross Access
Agreement.
B. CRITICAL TIMING ISSUES
• LaMettry plans to close on the HRA parcel, if such sale is approved,
on April 24, 2013.
• Consideration of the amendment of the Cross Access Easement
Agreement will not interfere with LaMettry's or RB Honda's planning
and/or building permit process.
C. FINANCIAL
• N/A
D. LEGAL
• The HRA's legal counsel and Candlewood's attorney have negotiated
the First Amendment.
IV. ALTERNATIVE RECOMMENDATION(S)
• Do not approve the amendment to the Cross Access Easement Agreement.
V. ATTACHMENTS
• Resolution
• Original Access Easement Agreement
• First Amendment to the Cross Access Easement Agreement
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• N/A
5- I
RESOLUTION NO.
RESOLUTION APPROVING FIRST AMENDMENT TO CROSS ACCESS EASEMENT
AGREEMENT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN
AND FOR THE CITY OF RICHFIELD, MINNESOTA AND CANDLEWOOD
MINNEAPOLIS, MN, LLC
WHEREAS, pursuant to that certain Cross Access Easement Agreement, dated
June 22, 1998 (the "Easement Agreement"), between the Housing and Redevelopment
Authority in and for the City of Richfield, Minnesota (the "HRA") and Candlewood
Minneapolis, MN, LLC, a Delaware limited liability company ("Candlewood"), the HRA has
provided Candlewood with a non-exclusive easement for vehicular and pedestrian traffic
over and across portions of certain parcels of land located in the City of Richfield,
Minnesota (the "City") and as described in the Easement Agreement (the "HRA Parcel") for
purposes of ingress, egress, parking and maintenance of such easement; and
WHEREAS, pursuant to the Easement Agreement, Candlewood has provided the
HRA with a non-exclusive easement for vehicular and pedestrian traffic over and across
portions of certain parcels of land located in the City and as described in the Easement
Agreement (the "Candlewood Parcel") for purposes of ingress, egress, and parking and
maintenance of such easement; and
WHEREAS, it is proposed that the HRA Parcel be purchased by LaMettry's
Collision, Inc. (the "Buyer") and the Buyer has requested changes to the Easement
Agreement to clarify the temporary easement areas set out in the Easement Agreement;
and
WHEREAS, it has been further proposed that upon the sale of the HRA Parcel by
the HRA, a certain temporary access road will become a permanent access road and
Candlewood will no longer be responsible for any maintenance costs related to the
temporary or permanent access road; and
WHEREAS, the HRA has been presented with a First Amendment to Cross Access
Easement Agreement (the "First Amendment to Easement Agreement") between the HRA
and Candlewood; and
WHEREAS, the HRA has reviewed the First Amendment to Easement Agreement
and finds that the execution thereof by the HRA and performance of the HRA's obligations
thereunder are in the best interest of the City and its residents; and
NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment
Authority in and for the City of Richfield, Minnesota as follows:
1. The First Amendment to Easement Agreement presented to the HRA and on
file with the Community Development Director are hereby in all respects approved, subject to
modifications that do not alter the substance of the transaction and that are approved by the
Chairperson and Executive Director; provided that execution of such documents by such
officials shall be conclusive evidence of approval.
2. The Chairperson and Executive Director are hereby authorized to execute the
Frst Amendrrmentto Easement Agreement on behalf of the-HRA out-on-behalf-of
the HRA the HRA's obligations thereunder.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 15th day of April, 2013.
Steven J. Quam, Acting Chair
ATTEST:
Doris Rubenstein, Secretary
3
•
• py 6929090
CROSS ACCESS EASEMENT AGREEMENT
THIS CROSS ACCESS EASEMENT AGREEMENT("Agreement"),is made and entered
into as of this 22nd day of June, 1998,by and between the Housing and Redevelopment Authority
in and for the City of Richfield,Minnesota,a public body corporate and politic under the laws of the
state of Minnesota("HRA"),and Candlewood lvinneapolis,MN,LLC,a Delaware limited liability
company("Candlewood"). •
W I T N E S S E TT:That;
WHEREAS,HRA is the owner ofthe real property described in Exhibit A which is attached
hereto and incorporated herein by this reference(the"HRA Parcel");
WHEREAS,Candlewood is the owner-of the real property described in Exhibit B which is
attached hereto and incorporated herein by this reference(the"Candlewood Parcel");and
WHEREAS,the parties hereto desire to enter into this Agreement in order to facilitate the
use and enjoyment of the HRA Parcel and the Candlewood Parcel(sometimes together referred to
herein as the"Parcels").
NOW,THEREFORE,for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,the parties agree as follows:
1. Definition of"Owner."For purposes of this Agreement,"Owner"shall be defined to
mean one or more persons or entities holding a fee simple interest, or a vendee's interest,or any
person or entity that is a lessee of a parcel under a typical sale-leaseback transaction,in either of the
Parcels,or any portion thereof;subjectto this Agreement;provided,however,that the"Owner"shall
not include any holder of a lien secured by all orb part of one or more of the Parcels,unless and until
such lienholder acquires ownership in fee by foreclosure,deed in lieu of foreclosure,or otherwise.
2. Access Easements. The Owner of the HRA Parcel hereby grants and conveys to the
Owner of the Candlewood Parcel a permanent non-exclusive easement for vehicular and pedestrian
traffic over and across that portion of the BRA Parcel as may now or in the future exist for use as
a driveway,parking area(s),and pedestrian walkways and/or sidewalks,as depicted in the cross-
hatched area in Exhibit C,which is attached hereto and incorporated herein by this.reference(the
"BRA Easement Area"). The purpose of such access easement is to provide the Owner of the
Candlewood Parcel and its officers,representatives,employees,agents,guests,invitees,customers,
tenants,and successors(coIIectively"Permittees")ingress, egress,and parking over and along the
D-14
HRA Easement Area,and for the purpose of maintaining the BRA Easement Area in accordance with
Section 5 of this Agreement.
The Owner of the Candlewood Parcel hereby grants and conveys to the Owner of the HRA
' Parcel a permanent non-exclusive easement for vehicular and pedestrian traffic over and across that
portion of the Candlewood Parcel as may now or in the future exist for use as a driveway,parking
area(s),and pedestrian walkways and/or sidewalks,as depicted in the cross-hatched area in Exhibit
D,which is attached hereto and incorporated herein by this reference,(the"Candlewood Easement
Area"). The purpose of such access easement is to provide the Owner of the HRA Parcel and its
Permittees,ingress,egress,and parking over and along the Candlewood Easement Area,and for the
purpose of maintaining the Candlewood Easement Area in accordance with Section 5 of this
Agreement.
The parking easements granted herein shall be limited to the number of spaces necessary to
ensure that the HRA Parcel and/or the Candlewood Parcel are in compliance with the parking
requirements of the appropriate governmental entities for the intended use of such parcel;provided,
however,that in no event shall the Owner of a parcel be entitled to use more than twenty-five(25)
parking spaces located on the other Owner's parcel at any given time.
3. Signage Easements. The'Owner of the HRA Parcel hereby grants:and conveys to the
Owner of the Candlewood Parcel an easement for signage purposes over and along that portion of
the BRA Parcel,as described in Exhibit E,which is attached hereto and incorporated herein by this
• reference(the"HRA Signage Easement Area"),for the purpose of erecting,repairing,maintaining,
improving,changing,and removing an identification sign for the Candlewood Parcel and the HRA
Parcel(the"HRA Sign"). Such HRA Signage Easement Area shall include a utility easement along
and across the HRA Signage Easement Area for the purpose of servicing the HRA Sign. The ability
of the Owner of the Candlewood Parcel to place signage on the HRA Parcel shall be limited to the
use of one-half of the signage area of the HRA Sign.
The Owner of the Candlewood Parcel hereby grants and conveys to the Owner of the HRA
Parcel an easement for signage purposes over and along that portion of the Candlewood Parcel,as
described in Exhibit F, which is attached hereto and incorporated herein by this reference (the
"Candlewood Signage Easement Area"), for the purpose of erecting, repairing, maintaining,
improving,changing,and removing an identification sign.for the Candlewood Parcel and the HRA
Parcel(the"Candlewood Sign"). Such Candlewood Signage Easement Area shall include a utility
easement along and across the Candlewood Signage Easement Area for the purpose of servicing the
Candlewood Sign. The ability ofthe Owner ofthe HRA Parcel to place signage on the Candlewood
Parcel shall be limited to the use of one-half of the signage area of the Candlewood Sign.
Nothing contained in this Agreement shall be deemed a gift or dedication of any portion of
the easement areas to the general public,or for any public purpose.
-2-
4. Initial Construction. The cost of the construction of improvements within the BRA
Easement Area,including but not limited to driveways,sidewalks,and parking areas shall be borne
by the Owner of the HRA Parcel. The cost of the construction of improvements within the
Candlewood Easement Area,including but not limited to driveways,sidewalks,and parking areas
shall be borne by the Owner of the Candlewood Parcel.
The construction ofthe HRA Sign and the Candlewood Sign(collectively,the"Signs")shall
be completed by the Owner of the Candlewood Parcel and the actual out-of-pocket cost of the
construction of such Signs shall be borne by the Owner of the Candlewood Parcel; provided,
however,ifthe Owner ofthe HRA Parcel.elects to use the Signs it shall reimburse the Owner of the
Candlewood Parcel for one-half of the actual out-of-pocket costs of construction of such Signs
(excluding the cost of any sign face advertising the Owner of the Candlewood Parcel).
Notwithstanding anything in this:Agreement tothe contrary,the costs of constructing,maintaining,
. repairing and replacing each sign face constructed or to be constructed on the Signs shall be the sole
responsibility and liability of the Owner of such sign face.
5. Maintenance and Repair. The parties agree that the HRA Easement Area, the
Candlewood Easement Area, the HRA Signage Easement Area, and the Candlewood Signage
Easement Area(collectively,the"Easement Areas")shall be kept in a first-class and serviceable
condition,in accordance with generally accepted maintenance standards for first-class commercial
real estate in the Twin Cities Metropolitan Area. Unless maintained or repaired.at the cost of any
. third party having a right to use any portion of the Easement Areas,or as otherwise provided in this
Agreement,(1)the Owner of the HRA Parcel shall be responsible,at its expense,for all necessary
maintenance,repair and replacement(Including,without limitation,paving,repaving,sealcoating,
striping ofparkingstalls,snow and ice removal,and maintenance and repair of curbing,medians,and
light poles)ofthe HRA Easement Area and BRA Signage Easement Area,and(ii)the Owner of the
Candlewood Parcel shall be responsible at its expense,for all necessary maintenance,repair and
replacement(including without limitation,paving,repaving,sealcoating,striping of parking stalls,
snow and ice removal, and maintenance and repair of curbing, medians, and light poles) of the •
Candlewood Easement Area and Candlewood Signage Easement Area. .
In the event any Owner,or its Permittees performs excavations or otherwise disturbs any of
the Easement Areas in the course of maintenance,repair,replacement or other activity or usage of
the Easement Areas,the party shall promptly restore the damaged,excavated,or disturbed area to
substantially the same condition as existed immediately prior to the damage, excavation, or
disturbance.
6. Self-Help Remedies. If any Owner shall default with respect to any of its obligations
set forth herein(including its maintenance obligations)and shall fail within thirty(30)days after
receipt of written notice from the,other Owner to cure such default,then the non-defaulting Owner
shall have the right,at its election,but not the obligation,and in addition to such other rights and
remedies as maybe available at law or in equity,to cure such default for account ofthe defaulting
-3-
4 ^
Owner,and shall be reimbursed by the defaulting Owner for the reasonable cost and expenses so
incurred(including reasonable attorney's fees)within thirty(30)days of receipt of written demand
for payment,together with reasonable documentation substantiating such costs and expenses. Any
. sums not reimbursed within such thirty(30)day period shall bear interest thereon at the rate oftwelve
percent(12%)per annum,or the highest lawful rate,whichever is lower. The thirty(30)day cure
period,shall be extended in cases where the default cannot be cured within thirty(30)days but can
be cured during a longer time,so long as the defaulting Owner is diligently pursuing such cure. In
the event of an emergency,no prior notice shall be required to be given by the non-defaulting Owner
prior to exercising its remedies hereunder so long as the non-defaulting Owner provides written
notice of such emergency to the defaulting Owner promptly upon completion of such cure.
Provided an Owner has been given written notice of the existence of a first mortgage
lienholderonthe other Owner's parcel,the non-defaulting Owner shall provide a copy of such notice
of default to the defaulting Owner's first mortgage lienholder and any and all cure right vested in the
Owner shall also be vested in such first mortgage lienholder. The non-defaulting Owner shall accept
performance of such cure of default by the defaulting Owner's first mortgage lienholder.
7. Temporary Access Road.Notwithstanding anything in this Agreement to the contrary,
the Owner of the Candlewood Parcel hereby agrees to construct a temporary access road over and
along that portion of the HRA Easement.Area shown on Exhibit 0,which is attached hereto and
incorporated herein by this reference (the "Temporary Access Road"). The Owner of the
Candlewood Parcel shall be responsible for all costs associated with the initial construction and
maintenance of the Temporary Access Road;provided,however,that the obligation of the Owner
of the Candlewood Parcel to pay all of the maintenance costs associated with the Temporary Access
Road terminates upon the sale of any portion of the HRA Parcel by HRA. Upon any such sale,the
Owner of the HRA Parcel shall be responsible for its share of any and all maintenance costs as set
forth in Section 5 of this Agreement.
8. Indemnification,Insurance.and Waiver of Subrogation. Each Owner,for itself,and
for its respective heirs;administrators,legal representatives;successors,devisees,and assigns in title
to the Candlewood Parcel and the HRA Parcel,respectively, shall indemnify,hold harmless and
defend the Owner(and any mortgagee now or hereafter of record)of the other Parcel,from and
against any and all damages,liability,fees,penalties,and claims,including without limitation,those
for personal injury,wrongful death or property damage arising out of or related to the use of any of
the easement areas located on the indemnifying Owner's Parcel,except due to the negligence,willful
misconduct or intentional wrong of the Owner to be indemnified. This indemnity shall be binding
upon the Owners of the Parcels and their successors in interest only with respect to matters or events
which occurred during the period the indemnifying party was the record title holder of the
Candlewood Parcel or the HRA Parcel,as applicable.
Each Owner shall keep in force a policy of public liability insurance for at least a combined
single limit of Seven Hundred Fifty Thousand Dollars ($750,000)naming the other party as an
-4-
•
•
5 �
additional named insured,to cover all claims for death,personal injury,and property damage and the
cost of defending the same arising out ofthe actions or omissions ofthe party carrying the policy,and
its Permittees.
Except to the extent caused by any willful misconduct or intentional wrong of the Owner to
be released,each Owner hereby releases the other Owner from any liability for any loss or damage
to its property or the improvements located on its Parcel to the extent the loss or damage is covered
by fire and extended coverage insurance,regardless ofthenegligence on the part ofany other Owner,
it being the intent of the Owners to waive any right or claim which might give rise to a right of
subrogation in any insurance carrier.
9. Interference with Easements. Neither of the parties shall erect or place or permit to
' be erected or placed any improvement,obstruction,or impediment which would interfere with the
free and unrestricted use and enjoyment of the parking areas,driveways,signage areas or easements
and rights granted pursuant to this Agreement.
10. Covenants punning with the Land. Each reference to HRA or Candlewood shall be
deemed to include each of such entities' successors and assigns. The easements, rights, and
obligations created hereby shall run with the land and benefit andbind the present and future Owners
of the HRA Parcel and the Candlewood Parcel.
11. Notices. All notices,demands,consents and requests which may be or are required
to be given by either party to the other hereunder shall be either personally delivered(including
overnight delivery service)or by facsimile transmission,and addressed as follows:
To HRA: City of Richfield,Minnesota
Housing Redevelopment Authority
6700 Portland Avenue
Richfield,Minnesota 55423-2599
Phone: (612)861-9760
Fax: (612)861-8974
Attn: John Melin,Community Development Manager
Bruce Palmborg,Community Development Director
To Candlewood: Candlewood Minneapolis,MN,LLC
9342 E.Central
Wichita,Kansas 67206
Phone:(316)630-5500
Fax;(316)630-5612
Attn:Jeffrey F.Hitz
-5-
The foregoing address may be changed from time to time by written notice. Notices shall be
deemed received uponpersonal delivery or facsimile confirmation thereof or on the next business day
if delivered by overnight delivery service.
12. Arbitration. All claims,demands,disputes,controversies,and differences that may
arise between the parties regarding the terms of this Agreement shall be settled by arbitration in the
following manner:
12.1. After a controversy has arisen between theparties,either party may,by written
notice to the other,appoint an arbitrator who shall be a person experienced in the matter
being submitted to arbitration. As an example,if the dispute involved is whether a party has
defaulted in its maintenance obligations to be performed on the driveways,the arbitrator must
be experienced in the maintenance,repair and replacement of drives and driveways. The
other party shrill,by written notice,within fifteen(15)days after receipt of such notice by the
first party,appoint a second arbitrator who must also be experienced in the matter being
submitted to arbitration. In default of the timely appointment of the second arbitrator,the
first arbitrator shall be the sole arbitrator.
12.2. When two arbitrators have been appointed as hereinabove provider],they shall,
if possible,agree on a third arbitrator and shall appoint him by written notice signed by both
of them and a copy mailed to each party hereto within fifteen (15) days after such
• appointment.
12.3. In the event fifteen(15)days shall elapse after the appointment of the second
arbitrator without notice of appointment of the third arbitrator as hereinabove provided,then,
upon the written request of either party,or both,the third arbitrator shall be appointed by the
Arbitration Committee.of the_American.Arbitration Association.
12.4. On appointment ofthree arbitrators as hereinabove provided,such arbitrators
shall undertake such fact-finding measures as they deem necessary to resolve a controversy
that has arisen under this Agreement and shall render their award,including a provision for
payment of costs and expenses of arbitration to be paid by one or both of the parties hereto,
as the arbitrators deem just.
12.5. The award of the majority of the arbitrators shall be binding on the parties
hereto although each party shall retain his right to appeal any questions of law arising at the
hearing,and judgment may be entered thereon in any court having jurisdiction.
13. Choice of Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of Minnesota,without regard to choice of law provisions.
-6-
(99
14. Entire Agreement. This document contains the entire Agreement ofthe parties with
respect to the subject matter hereot and may not be amended except in a writing signed by each of
the parties hereto.
IN WITNESS WHEREOF,the undersigned have executed this Agreement as ofthe date first
above written.
Candlewood Minneapolis,MN,LLC Housing Redevelopment Authority
by Candlewood Hotel Company,Inc.
Its Manager
•
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Housing L. velopment Authority
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as G.i'LL,L ,.�c'tsL�
Date: MG, , /951
-7-
_ Io
•
ACKNOWLEDGMENTS
• STATE OF KANSAS • )
) ss.
COUNTY OF SEDGWICK )
This Cross Access Eas ,s Agreein was acknowledged before me on the,a_day of
Li.!•1P , 1998,by ,c as Sr.V.QQkprot.lj ik' ,of
Candlewood Hotel Company,Inc.
I. MARGE RICHARDSON
_ NfIAR PUBLIC ��'• ' _, �1-_,..,_' _ It.' A
�� � My AppL E Fi j b Dnt otary Pu
My Commission Expires:
Nos. 6 MID
i .
• STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
This Cross Access Eas ent Agreement acknowledged before me on the ay of
1f;y. , 1998,by .;.. f• j4 L44E , ,as ��rp,�.0 rl (A�r°Lof
the Housing Redevelopment uthority.
KATIA MEDVETSKI �'
, NOTARYPIBLIC•MINESO , 6-. ,
wc,c,n ssiongipfiesk..31.2000
Iotary Public
My Commission Expires:
Ittli
• [acknowledgments continued]
.8-
STATE OF MINNESOTA )
) ss•
COUNTY OF HENNEPIN )
This Cross Access Easement Agreement was acknowledged before me on the. day of
,1998,by t i p- j444 4. vLa/,as ipilikige A4 °f
the Housing Redevelopment Authority.
KATfA MEAVETSK1 1. 4 44' f,f't�
NoTARYTWO:1111/1171
� � MyCc�nnbsiOnE�+ues Notary Public
• My Commission Expires:
v. 3/ eiN `
• v
•
•
•
-9-
1
5- 1 ?-
EXHIBIT A-BRA PARCEL
That part of the West 305.00 feet of the East 330.00 feet of the Southeast Quarter of the
Southwest Quarter of the Southwest Quarter of Section 34,Township 28,Range 24,
which lies northerly of a line described as beginning at a point in the west line of said East
330.00 feet distant 160.77 feet south of the northwest corner thereof;thence easterly,at a
right angle distance of 136.00 feet;thence southerly at a right angle 42.80 feet;thence
easterly at a right angle 65.00 feet;thence southerly at a right angle 18.00 feet;thence
easterly at a right angle 104.00 feet to a point in the east line of said West 305.00 feet of
the East 330.00 feet distant 222.86 feet south of the north line of said Southeast Quarter
of the Southwest Quarter of the Southwest Quarter and said line there terminating,except
the north 30.00 feet thereof;according to the United States Government survey thereof
Hennepin County,Minnesota.
'3y_61 -2(1 _ 33- 00 83
0015
lql2 TAXES PAID
AND PRIOR T
TAXPAYER SERVICES
TRANSFER ENTERED
JR 14 1303
Aia "T... N.
D PUFY
• ✓`
5 - I3
EXHIBIT B'-CANDLEWOOD PARCEL
That part of the West 305.00 feet of the East 330.00 feet of the Southeast Quarter of the
Southwest Quarter of the Southwest Quarter of Section 34,Township 28,Range 24,
which lies southerly of a line described as beginning at a point in the west line of said East
330.00 feet distant 160.77 feet south of the northwest corner thereof thence easterly,at a
right angle a distance of 136.00 feet;thence southerly at a right angle 42.80 feet;thence
easterly at a right angle 65.00 feet;thence southerly at a right angle 18.00 feet;thence
easterly at a right angle 104.00 feet to a point in the east line of said West 305.00 feet of
the East 330.00 feet distant 222.86 feet south of the north line of said Southeast Quarter
of the Southwest Quarter of the Southwest Quarter and said line there terminating,except
that part taken for Interstate Highway Number 494,according to the United States
Government survey thereat Hennepin County,Minnesota.
1
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EXHIBIT G TEMPORARY ACCESo ROAD
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NO PLAN INTERSTATE 1-11/4Y 494
FIRST AMENDMENT TO CROSS ACCESS EASEMENT AGREEMENT
THIS FIRST AMENDMENT TO CROSS ACCESS EASEMENT AGREEMENT
(the "First Amendment Agreement"), is made and entered this 24th day of April, 2013,
by and between the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota, a public body corporate and politic under the laws of Minnesota
("HRA") and Candlewood Minneapolis, MN, LLC, a Delaware limited liability company
("Candlewood"). This agreement amends the Cross Access Easement Agreement (the
"Easement Agreement"), dated June 22, 1998, between the HRA and Candlewood. All
terms capitalized and not defined herein shall have the meaning given such terms in the
Easement Agreement.
RECITALS
WHEREAS, pursuant to the Easement Agreement, the HRA has provided
Candlewood with a non-exclusive easement for vehicular and pedestrian traffic over and
across portions of the HRA Parcel for purposes of ingress, egress, parking and
maintenance of such easement; and
WHEREAS, pursuant to the Easement Agreement, Candlewood has provided the
HRA with a non-exclusive easement for vehicular and pedestrian traffic over and across
portions of the Candlewood Parcel for purposes of ingress, egress, and parking and
maintenance of such easement; and
WHEREAS, the parties have agreed that certain amendments should be made to
the Easement Agreement; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,the parties agree as follows:
1. The HRA Easement Area referred to in Section 2 and depicted in Exhibit
C of the Easement Agreement is amended as set forth in Amended Exhibit C attached
hereto.
2. The Candlewood Easement Area referred to in Section 2 and depicted in
Exhibit D of the Easement Agreement is amended as set forth in Amended Exhibit D
attached hereto.
3. The signage easements referenced in Section 3 of the Easement
Agreement will remain as stated.
4. The following paragraph shall be added to Section 7 of the Easement
Agreement, as well as Exhibit G of the Easement Agreement:
Upon the sale of the HRA Parcel by the HRA, the temporary access road
depicted herein will become a permanent access road. Upon the sale of the HRA
Parcel by the HRA, Candlewood will no longer be responsible for any
maintenance costs related to the temporary or permanent access road.
5. Except as specifically amended by this First Amendment Agreement, the
Easement Agreement is hereby ratified and confirmed, and remains in full force and
effect.
(The remainder of this page is intentionally left blank.)
J 'pl
IN WITNESS WHEREOF, the undersigned have executed this First Amendment
to Cross Access Easement Agreement as of the date first written above.
Candlewood Minneapolis, MN, LLC
By Candlewood Hotel Company, Inc.
Its Manager
By
Its
Date:
STATE OF KANSAS )
COUNTY OF SEDGWICK )
This First Amendment to Cross Access Easement Agreement was acknowledged
before me on this day of April, 2013, by , the
of Candlewood Hotel Company, Inc.
Housing and Redevelopment Authority
in and for the City of Richfield
By
Its Chair
Date:
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )
This First Amendment to Cross Access Easement Agreement was acknowledged
before me on this day of April, 2013, by Suzanne Sandahl, the Chair of the Housing
and Redevelopment Authority in and for the City of Richfield.
By
Its Executive Director
Date:
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )
This First Amendment to Cross Access Easement Agreement was acknowledged
before me on this day of April, 2013, by Steven Devich, the Executive Director of
the Housing and Redevelopment Authority in and for the City of Richfield.
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SCALE: 1 inch = 60 feet
JOB NO:
HEDLUND EXI-I 1 BIT C
BOOK: PAGE:
PLANNING ENGINEERING SURVEYING I-1 RA E A3 E M N T AREA
2005 Pin Oak Drive
Eagan, MN 55122 CAD FILE:
Phone: (651) 405-6600
Fax: (651) 405-6606
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JOB NO:
HEDLUND EXHIBIT D
BOOK: PAGE:
PLANNING ENGINEERING SURVEYING CAN D LE WOO D EASEMENT
2005 Pin Oak Drive AREA
Eagan, MN 55122 CAD FILE:
Phone: (651) 405-6600
Fax: (651) 405-6606