04-08-03 agendaCITY OF RICHFIELD
TUESDAY, APRIL 8, 2003
SPECIAL HOUSING AND REDEVELOPMENT AUTHORITY MEETING
RICHFIELD WATER TREATMENT PLANT
CONFERENCE ROOM
6221 PORTLAND AVENUE
7:00 P.M.
AGENDA
Call to order
1. HRA approval of agenda
2. Consideration of Stipulation of Settlement between HRA and Triple S. Investments
for Checker Auto property at 6700 to 6708 Lyndale Avenue; City Bella Project
Staff Report No. 17
Notes:
3. Consideration of assignment and subordination of HRA/Gramercy Corporation's
Second Amended and Restated Contract for Private Redevelopment to American
Bank of St. Paul for City Bella Project financing
Staff Report No. 18
Notes:
4. Consideration of license agreement with Cornerstone Group for Candlewood parcel
for use as site for temporary marketing office
Staff Report No. 19
Notes: ,
Adjournment
Auxiliary aids for individuals with disabilities are available upon request. Requests must
be made at least 96 hours in advance to the Administrative Services Director at 612-861-
9702.
AGENDA ITEM # 4
REPORT # 1 A
STAFF REPORT
~ HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 8, 2003
REPORT PREPARED BY:
REPORT PRESENTER:
DEPARTMENT DIRECTOR REVIEW:
REVIEWED BY EXECUTIVE DIRECTOR: /~
JOHN STARK, COMMUNITY DEVELOPMENT
MANAGER
NAME, TITLE
BRUCE PALMBORG, COMMUNITY
DEVELOPMENT DIRECTOR
ITEM FOR HRA CONSIDERATION:
Consideration of a License Agreement with The Cornerstone Group for use of Candlewood
parcel
I. RECOMMENDED ACTION:
By Motion: Approve the License Agreement with The Cornerstone
Group for the Candlewood parcel, which would be used as a site for
temporary marketing office.
III. BACKGROUND
The Cornerstone Group is in the process of marketing the sales of condominium
and townhome units in the Lyndale Gateway West Development. Ideally, they
would like to have an on-site location at which to meet with prospective buyers.
They feel, however, that meeting on the existing site in this case would pose two
problems; first,. that there is dysfunctional parking on the site, and secondly, that the
substandard nature of the existing site would provide a poor environment for such
discussions.
The Cornerstone Group, therefore, has requested the use of the Housing and
Redevelopment Authority (HRA) owned lot adjacent to the Candlewood Suites Hotel
for the location of a marketing/sales trailer for a period not to exceed 12 months.
040803Cornerstone
Staff has discussed this potential with the general manager of Candlewood.
Although it appears that the HRA is not legally required to receive any formal
approval from Candlewood, staff thought it important to inform them of any impacts
on that lot and to provide them with an opportunity to voice their concerns. The
Candlewood general manager, Rebecca Ortega, did not have any concerns in initial
conversation with her regarding the potential of a marketing trailer on site.
The Cornerstone Group has indicated that in order to maintain their aggressive
marketing schedule, they have a strong desire to get their trailer on site earlier than
April 21 the regular monthly HRA meeting. Staff agrees that it would be beneficial
to all parties for the marketing to proceed as quickly as possible.
III. BASIS OF RECOMMENDATION
A. POLICY
• The HRA has in the past agreed to let a developer utilize an HRA
parcel for activities related to redevelopment for a fee.
B. CRITICAL ISSUES
• Availability of financing is a function of pre-sales. This parcel provides
a suitable site for a marketing office to facilitate pre-sales.
C. FINANCIAL
• The most recent situation for which the. HRA made a parcel of land
available was about three years ago. The parcel behind Checker Auto
Parts on Lyndale Avenue was rented for $350 per month to Gramercy
Corporation when the co-op was under construction. The
Candlewood parcel is approximately the same size. Assuming 3%
inflation per year rent would be $385 per month.
D. LEGAL
• Legal counsel for the HRA prepared the License Agreement.
• It would be in place for a period not to exceed 12 months.
• The interests of the HRA are protected.
IV. ALTERNATIVE RECOMMENDATION(S~
• Delay action on the License Agreement.
• Reject the concept of a License.
V. ATTACHMENTS
• .The License Agreement
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• N/A
DRAFT
March 25, 2003
LICENSE
THIS INDENTURE of License, dated as of the day of , 2003, by and
between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY
OF RICHFIELD, a Minnesota public body, corporate and politic, hereinafter referred to as
"Grantor", and LYNDALE GATEWAY, LLC, a Minnesota limited liability company,
hereinafter referred to as "Grantee".
DEFINITIONS:
"Licensed Premises" -The parcel of land containing approximately square
feet of land, and which is legally described on Exhibit "A" attached hereto and made a part
hereof along with the non-exclusive right to use up to spaces in the adjacent parking area
also shown on the attached Exhibit A .for the temporary parking of passenger vehicles by
employees or agents of Grantee using the sales and display office and Grantee's guests and
invitees at said office.
"License" -This Agreement.
TERM; EARLY TERMINATION:
1. a. Term. In consideration of Grantee's performance of Grantee's obligations
under this License, Grantor hereby Licenses the Licensed Premises to Grantee for a term
commencing on the date hereof (the "Commencement Date") -and expiring on
(the "Expiration Date"), unless sooner terminated as provided for in this
License.
b. Termination. In addition to the right to termination contained in Section
15 b, this License may be terminated by either Grantor or Grantee: i)in the event that the
Contract for Private Redevelopment dated as of August 5, 2002 (the "Contract") is terminated,
or: ii) if the Board of Commissioners of the Grantor elect not to ratify this Agreement, which
election must be made not than the first regular meeting of the Board of Commissioners which is
not less than 10 days after the date of this Agreement. Such termination of this License will be
effective immediately upon the giving of notice to terminate this License.
LICENSE FEE:
2. License Fee. Grantee shall pay to Grantor a gross license fee for the Term in the
amount of $ ("License Fee"). The License Fee will be payable in equal monthly
installments. The first such installment has been paid along with the execution of this License.
Subsequent installments will be due on or before the of each month throughout the term of
this License.
JBD-197897v2
RC 125-1
3. Taxes and special assessments. The Grantee shall pay when due and before
penalty attaches its prorata share (based on the length of the Term) all real estate taxes and
installments of special assessments due and payable with respect to the Licensed Premises.
USE RESTRICTIONS:
4. a. Grantee shall use the Licensed Premises as and only as for the location of
a portable sales and display office to be used in connection with sale and leasing activities being
carried out in furtherance of the Contract, along with the establishment of other related site
improvements. Grantee shall comply with all applicable laws, ordinances and governmental
regulations, and all recorded covenants and restrictions affecting the Licensed Premises and the
use of the Licensed Premises. Grantee shall not do anything in or about the Licensed Premises
which will in any way impair or invalidate the obligation of the insurer under any policy of
insurance required by this License. Grantee shall not use the Licensed Premises for the storage,
handling, transportation or disposal of any Hazardous Substance, Hazardous Waste, pollutant or
contaminant as those terms are defined in 42 U.S.C. § 9601 et. seq. (CERCLA) or Minn. Stat.
Ch. 115B (MERLA).
b. The following conditions must be satisfied prior to putting the Licensed
Premises into operation for the purposes mentioned above:
i) Grantee has received written notice from the Community Development
Department and the Inspections Division of the City to the effect that the proposed site layout,
the portable structure, any proposed signage and all necessary site preparations, including, if
necessary, off-street parking, are in compliance with City requirements.
ii) Grantee has furnished Grantor with proof of the insurance coverage
required under Section 9 of this License.
UTILITIES AND OPERATING COSTS:
5. Grantee shall pay all charges for water and sewer, garbage and refuse removal,
electricity and any other utility services furnished to the Licensed Premises, and all other costs
associated with the use, operation and management of the Licensed Premises during the term of
the License.
MAINTENANCE AND REPAIR OF THE LICENSED PREMISES:
6. Grantee agrees to defend, indemnify and hold harmless Grantor with respect to
claims which may be made based upon the condition of the Licensed Premises during the term of
this License. Grantee shall, at all times throughout the term of this License, and at its sole
expense, clean, keep and maintain the Licensed Premises in a condition of good and safe repair.
JBD-197897v2
RC125-1
ALTERATION OR IMPROVEMENT OF THE LICENSED PREMISES:
7. Grantee shall not make any additions or improvements in or to the Licensed
Premises without Grantor's prior written consent. Grantee warrants to Grantor that the
Improvements and all such additions or improvements shall be in strict compliance with all
relevant laws, ordinances, governmental regulations,. and insurance requirements. Grantee may
commence the construction of the Improvements and such additions only after obtaining and
providing to Grantor the requisite approvals, licenses and permits and indemnifications.
INDEMNIFICATION; COVENANTS TO DEFEND AND HOLD HARMLESS:
8. Grantee shall hold Grantor harmless from and indemnify and defend Grantor
against any claim or liability arising in any manner from Grantee's use, improvement or
occupancy of the Licensed Premises, or relating to the death or bodily injury to any person or
damage to any personal property present on or located in or upon the Licensed Premises,
including the person and personal property of Grantee's employees and all persons in or upon the
Licensed Premises at Grantee's invitation or sufferance. Grantee agrees to pay all sums of
money in respect of any labor, service, materials, supplies or equipment furnished or alleged to
have been furnished to Grantee in or about the Licensed Premises, and not furnished on order of
Grantor, which may be secured by any mechanic's, materialmen's or other lien. Grantee may
contest such lien, on the condition that Grantee first provide to Grantor cash, bond, or other
security against such lien which Grantor reasonably determines to be sufficient.
Nothing in this License shall be deemed to limit Grantor's right to have access to the
Licensed Premises, or to exercise its remedies under the License, or to make. applications to a
governmental entity with respect to the Licensed Premises, or to take other similar action with
respect to the Licensed Premises as a responsible Grantor would elect.
LIABILITY INSURANCE:
9. Grantee shall, at its expense, during the term of this License, keep in full force
and effect a policy or policies of "occurrence" based commercial general liability insurance,
providing coverage for bodily injury, personal property damage, personal injury, and contractual
liability, on terms and with companies acceptable to Grantor. Such policy or policies shall name
both Grantee and Grantor as insured parties and shall have combined policy limits in amounts
not less than $300,000. Such policy or policies shall .provide that thirty (30) days written notice
must be given to Grantor prior to cancellation thereof. Grantee shall furnish evidence
satisfactory to Grantor at the time this License is executed and on each anniversary of the
Commencement Date that such coverage is in full force and effect.
QUIET ENJOYMENT:
10. Grantor warrants that it has full right to execute and to perform this License, and
that Grantee, upon Grantee's. performance of all of the terms, conditions, covenants and
agreements on Grantee's part to be observed and performed under this License, may peaceably
and quietly enjoy the Licensed Premises subject to the terms and conditions of this License, and
JBD-197897v2
RC125.1
subject to any liens, encumbrances, adverse claims, and other matters, if any, which Grantee has
created, suffered or permitted to accrue prior to the date of this License.
ASSIGNMENT OR SUBLICENSING:
11. Grantee agrees not to sublicense any portion of the Licensed Premises or to
transfer or assign this License without obtaining the prior written consent of Grantor, which
consent Grantor may grant or deny at Grantor's sole discretion. Grantor's consent to any
sublicensing or assignment of this License shall not be a waiver of Grantor's rights under this
Section as to any subsequent sublicensing or assignment. Grantor's right to assign this License is
and shall remain unqualified. Grantee's assignment of this License or sublicensing of the
Licensed Premises shall not relieve Grantee from any of Grantee's obligations under this
License.
SALE OR ENCUMBRANCE OF THE LICENSED PREMISES:
12. If Grantor sells or otherwise voluntarily conveys the Licensed Premises during the
term of this License, this License shall terminate.
SURRENDER:
13. Upon expiration or termination of this License, Grantee shall peaceably surrender
the Licensed Premises. Prior to such termination or expiration, Grantee may, at its expense,
remove all trade fixtures and Equipment and the portable sales and display structure from the
Licensed Premises which were installed by Grantee, so long as such removal will cause no injury
to the Licensed Premises, and Grantee shall be conclusively deemed to have abandoned any
personal property or equipment not removed prior to the effective date of Grantor's termination
of this License or Grantee's surrender of the Licensed Premises.
ACCESS TO LICENSED PREMISES:
14. Grantee agrees to permit Grantor and the authorized representatives of Grantor to
enter the Licensed Premises at all times during usual business hours (upon 24 hours' notice to
Grantee and without interrupting or interfering with Grantee's business activities) for the purpose
of inspecting the same and conducting such investigations, measurements, and assessments as
may be desired by Grantor.
DEFAULT OF GRANTEE:
15. Events Of Default: The occurrence of any one or more of the following events
shall constitute an Event of Default:
(1) Grantee's failure to pay when due; any payment required under this
Agreement.
JBD-197897v2
RC125-1
(2) Grantee's failure to maintain and keep in place the insurance required
pursuant to Section 9, which failure remains uncured for five (5) days following
Grantor's written notice to Grantee of Grantee's failure to perform such obligation;
(3) Grantee's attempt to sublicense any portion of the Licensed Premises, or
assign its interest under this License, without the prior written consent of Grantor;
(4) The erection of any exterior signage without the approval of the Grantor.
(5) Grantee's failure to fully perform any of Grantee's obligations, other than
the obligations referenced in subsections (1), (2) (3) or (4) above, which failure remains
uncured for thirty (30) days following Grantor's written notice to Grantee of Grantee's
failure to perform such obligation; or
(6) Grantee's filing, or having filed against it, any bankruptcy or debtor
proceedings or proceedings for the appointment of a receiver or trustee of all or any
portion of Grantee's Licensed Premises, or if Grantee makes an assignment for the benefit
of creditors.
b. Grantor's Remedies: If an Event of Default occurs, Grantor shall have the
following remedies;
(1) Grantor may, but shall not be obligated to, and without notice to or
demand upon the Grantee and without waiving or releasing the Grantee from any
obligations of the Grantee under this License, pay or perform any obligations of Grantee;
pay any cost or expense to be paid by Grantee; obtain any insurance coverage and pay
premiums therefor; and make any other payment or perform any other act on the part of
the Grantee to be made and performed as provided for in this License, in such manner
and to such extent as the Grantor may deem desirable, and in exercising any such right,
may also pay all necessary and incidental costs and expenses, employ counsel and incur
and pay attorneys' fees. Grantee shall pay any and all such sum or sums to Grantor upon
demand with interest at seven percent (7%) per annum.
(2) Grantor may terminate this License by written notice to Grantee in which
case Grantee shall vacate the Licensed Premises in accordance with Section 13. Such
termination shall, unless a different time is specified elsewhere in this License, be
effective 15 days following the date of giving notice. Neither the passage of time after
the occurrence of an Event of Default nor Grantor's exercise of any other remedy with
regard to such Event of Default shall limit Grantor's right to terminate the License by
written notice to Grantee.
(3) In addition to all other remedies of Grantor, Grantor shall be entitled to
reimbursement upon demand of all reasonable attorneys' fees which Grantor incurs in
connection with any Event of Default.
JBD-197897v2
RC 125-1
(5) Grantor may initiate legal proceedings to enforce the provisions of this
License.
No remedy provided for herein or elsewhere in this License or otherwise available to Grantor by
law, statute or equity, shall be exclusive of any other remedy, but all such remedies shall be
cumulative and may be exercised from time to time and as often as the occasion may arise.
DAMAGE OR DESTRUCTION:
16. If fire or other casualty damages or destroys the Licensed Premises or
Improvements, or if the Licensed Premises or Improvements incur substantial damage due to
vandalism, or other unforeseen cause during the term of this License, then Grantee shall have the
option of terminating this License.
GENERAL:
17. Grantor's Disclaimer of Warranty: Grantor disclaims any warranty that the
Licensed Premises is suitable for Grantee's use.
c. Relationship of Grantor and Grantee: The License does not create the
- relationship of principal and agent or of partnership or of joint venture or of any association
between Grantor and Grantee, the sole relationships between the parties hereto being that of
Grantor and Grantee under this License.
d. Waiver: No waiver of Grantor's .remedies upon the occurrence of an
Event of Default shall be implied from any omission by Grantor to take any action on account of
such Event of Default, and no express waiver shall affect any Event of Default other than the
Event of Default specified in the express waiver and such an express waiver shall be effective
only for the time and to the extent expressly stated. One or more waivers by Grantor shall not
then be construed as a waiver of a subsequent Event of Default.
e. Choice of Law: The laws of the State of Minnesota shall govern the
validity, performance and enforcement of this License.
f. Time: Time is of the essence in the performance of all obligations under
this License.
g. Entire Agreement and Amendment: This License and the Exhibits, if any,
attached hereto and forming a part hereof, constitute the entire agreement between Grantor and
Grantee affecting the Licensed Premises and there are no other agreements, either oral or written,
between them other than said documents and as are herein set forth. No subsequent alteration,
amendment, change or addition to this License shall be binding upon Grantor or Grantee unless
reduced to writing and executed in the same form and manner in which this License is executed.
JBD-197897v2
RC 125-1
h. Successors and Assigns: The terms, covenants and conditions of this
License shall be binding upon and inure to the benefit of the successors and assigns of the parties
hereto.
18. No Claim Upon Termination. Grantee acknowledges that Grantor is willing to
enter into this agreement and provide the Grantee the use of the Licensed Premises only because
Grantee, in addition to performing its obligations hereunder, has stipulated and agreed with
Grantor as follows:
a. Grantee waives any claim it may have based upon Grantor's termination of this
Agreement whether based upon the value of the Improvement, the value of the License, the
impact on the value of Gramercy Park or for any other reason known or unknown at this time.
b. Grantee will make no claim for relocation benefits or assistance following the
termination of this Agreement.
c. Grantee indemnifies and holds harmless the Grantor from any such claims as are
made by third parties.
IN WITNESS WHEREOF, the Grantor and the Grantee have caused these presents to be
executed in form and manner sufficient to bind them at law, as of the day and year first above
written.
GRANTOR:
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF RICHFIELD
By:
Thomas A. Harms
Its: Chair
and
By:
Samantha Orduno
Its: Executive Director
GRANTEE:
By:
Its:
JBD-197897v2
RC125-1
EXHIBIT A
Leal Description of the Licensed Premises
[To be supplied prior to execution]
JBD-197897v2
RC125-1
AGENDA ITEM # 3
REPORT #
~- STAFF REPORT
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 8, 2003
REPORT PREPARED BY:
REPORT PRESENTER:
BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
NAME, TITLE
BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
DEPARTMENT DIRECTOR REVIEW:
REVIEWED BY EXECUTIVE DIRECTOR:
NAME, TITLE
SIGNATURE
ITEM FOR HRA CONSIDERATION:
Consideration of the assignment and subordination of the Housing and Redevelopment
Authority/Gramercy Corporation's Second Amended and Restated Contract for Private
Redevelo ment to American Bank of St. Paul for Cit Bella ro'ect financin .
I. RECOMMENDED ACTION:
By Motion: Authorize the Assignment and Subordination of the
Second Amended and Restated Contract for Private Redevelopment
to American Bank of St. Paul for the Citv Bella aroiect.
II. BACKGROUND '
Gramercy Corporation has arranged on April 15, for closing on $43,000,000 in
construction loan financing for City Bella. The closing and disbursement will be
completed April 21, 2003. To secure the financing, the Housing and
Redevelopment Authority (HRA) is requested to accept:
• Gramercy Corporation's assignment of its interest in the Contract for
Private Redevelopment to the lender.
• The delivery of the Tax Increment Finance (TIF) note of $8,473,460 which
is part of the Contract, and is provided as security and to be held by the
lender.
040803Amercian Bank
There are no conditions of default related to the agreement. (There are
none to date.)
Rights and conditions of the subordination as contained in the agreement.
III. BASIS OF RECOMMENDATION
A. POLICY
• The City Bella project is based on a Contract for Private
Redevelopment.
• The assignment, subordination, and TIF note security are all elements
of the Contract and are being implemented in accordance with the
Contract.
• The agreement for assignment, subordination, and security is
consistent with the Contract.
B. CRITICAL ISSUES
• Construction financing is contingent on the lender receiving the
assignment, subordination, and TIF note security.
• The developer is current with all obligations, the Concept Plan has
been approved, the TIF District has been established, and property
within the project area will be owned by the HRA or developer by the
time closing is completed on April 21.
C. FINANCIAL
• The developer has secured the necessary financial commitments to
proceed with the project.
• The lender requires the assignment, subordination and TIF note
security to secure the financing.
D. LEGAL
• Legal counsel for the HRA, lender, and developer collaboratively
prepared the assignment document and all have reviewed it for form
and content.
IV. ALTERNATIVE RECOMMENDATION(S~
• The HRA could choose not to assign, subordinate, and secure the project
financing. However, these actions are consistent with the Contract for
Private Redevelopment and the HRA's February, 2002 subordination actions
when Gramercy Corporation received financing to acquire property within the
project area.
V. ATTACHMENTS
• Assignment and subordination document.
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• Gramercy Corporation representative.
ASSIGNMENT AND SUBORDINATION OF SECOND
AMENDED AND RESTATED CONTRACT
FOR PRIVATE REDEVELOPMENT
___ _
THIS ASSIGNMENT AND SUBORDINATION OF SECOND AMENDED AND RESTATED
CONTRACT FOR PRIVATE REDEVELOPMENT (this "Agreement"), is made and entered
into as of the day of 2003, by and among THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD,
MINNESOTA, a Minnesota public body corporate and politic (the "HRA"), GRAMERCY
CORPORATION, a Minnesota corporation (the "Redeveloper"), THE GRAMERCY CLUB AT
CITY BELLA, a cooperative corporation organized under the laws of the State of Minnesota (the
"Borrower"), and AMERICAN BANK OF ST. PAUL, a .Minnesota state banking corporation
(the "Lender").
WITNESSETH:
WHEREAS, the HRA and the Redeveloper have entered into that certain Second Amended and
Restated Contract for Private Redevelopment dated as of 2003 (the
"D~w~Redevelopment Contract"), pertaining to the development of the Minimum
Improvements (as that term is defined in the De~w~lepme~tRedeveloRment Contract); and
WHEREAS, pursuant to the r'°~~°'°~•~'°•~'Redevelopment Contract, the HRA executed and
delivered to the Redeveloper that certain Limited Revenue Tax Increment Note Series (the
"TIF Note") in the principal amount of $8,473,460; and
WHEREAS, the Borrower and the Lender have entered into that certain Construction Loan
Agreement dated as of 2003 (the "Construction Loan Agreement"),
concerning the extension by the Lender to the Borrower of a construction loan in the amount of
up to $43,000,000 (the "Loan") to finance the acquisition and construction of a portion of the
Minimum Improvements; and
WHEREAS, the obligation of the Borrower to repay the Loan is evidenced by that certain
Promissory Note dated as of , 2003 (the "Construction Note"), executed by the
Borrower in favor of the Lender in the original principal amount of $43,000,000; and
~2~on~~6~~ ~ss2sa
WHEREAS, the Note is secured, among other things, by that certain Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated as of
2003 (the "Mortgage"), executed by the Borrower in favor of the Lender and
encumbering a portion of the Minimum Improvements; and
WHEREAS, payment of the Construction Note has been guarantied by the Redeveloper pursuant
to that certain Corporate Guaranty dated as of 2003 (the "Guaranty"),
executed by the Redeveloper in favor of the Lender; and
WHEREAS, the Lender has required, as an express condition to the making of the Loan, (a) that
the Redeveloper assign all of its rights under the De~w~Redevelopment Contract and the
TIF Note to the Lender to secure the obligations of the Borrower under the Loan Agreement and
the Construction Note, and (b) that the HRA agree to certain matters, all as more fully contained
herein.
NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. The Redeveloper hereby assigns to the Lender all of its right, title and interest
under and pursuant to the Develepme~Redevelopment Contract and the TIF Note to secure the
Borrower's obligations under the Loan Agreement and the Construction Note.
2. To perfect the Lender's security interest. in the TIF Note, the Redeveloper has
endorsed and delivered to the Lender the TIF Note to be held by the Lender pursuant to the terms
of this Agreement.
3. The Redeveloper hereby represents and warrants .that there have been no prior
assignments of the De=~~Redevelopment Contract or the TIF. Note, that the I
Redevelopment Contract and the TIF Note are valid and enforceable agreements
and that neither the HRA nor the Redeveloper is in default thereunder and that all covenants,
conditions and agreements have been performed as required therein, except those not to be
performed until after the date hereof. The Redeveloper agrees not to sell, assign, pledge,
mortgage or otherwise transfer or encumber its interest in the '-'°•~°'^~~~°•~'Redevelopment
Contract or the TIF Note as long as this Agreement is in effect.. The Redeveloper hereby
irrevocably constitutes and appoints the Lender as its attorney-in-fact to demand, receive and
enforce the Redeveloper's rights with respect to the l~ew'I~Redevelopment Contract
and/or the TIF Note for and on behalf of and in the name of the Redeveloper, or at the option of
the Lender, in the name of the Lender, with the same force and effect as the Redeveloper could
do if this Agreement had not been made.
4. This Agreement shall constitute a perfected, absolute and present collateral
assignment; provided that the Lender shall have no right under this Agreement to enforce the
provisions of the De-~~le~Redevelopment Contract or the TIF Note or exercise any rights or
remedies under this Agreement until an Event of Default (as that term is defined in the Loan
Agreement) shall occur and be continuing.
121071776v1788254 -2
5. Upon the occurrence of an Event of Default, the Lender may, without affecting
any of its rights or remedies against the Redeveloper or the Borrower under the Loan Agreement,
the Construction Note, the Guaranty or any other instrument, document or agreement, exercise
its rights under this Agreement as the Redeveloper's attorney-in-fact in any manner permitted by
law and, in addition, the Lender shall have the right to exercise and enforce any and all rights and
remedies available after a default to a secured party under the Uniform Commercial Code as
adopted in the State of Minnesota. If notice to the Redeveloper of any intended disposition of
collateral or of any intended action is required by law in any particular instance, such notice shall
be deemed commercially reasonable if given at least ten (10) calendar days prior to the intended
disposition or other action.
6. The HRA hereby consents and agrees to the terms and conditions of this
Agreement. The HRA further represents and warrants to the Lender that the
>1°~~°'^^^,°^*Redevelopment Contract and the TIF Note are valid agreements enforceable in
accordance with their terms and that neither the HRA nor the Redeveloper is in default
thereunder and that all covenants, conditions-and agreements have been performed as required
therein, except those not to be performed until after the date hereof.
7. Pursuant to Section 7.3 of the n°~~°'^~~~°~~'Redevelopment Contract, the HRA
agrees to provide the Lender with copies of any notice of default under the
L~e~entRedevelopment Contract, and that the Lender shall have the right, but not the
obligation, to cure any such default on behalf of the Redeveloper under the terms set forth in
Section 7.3 of the L>E~errtRedevelopment Contract.
8. Pursuant to Section 7.4 of the Redevel~ment Contract, prior to the
issuance of a Certificate of Completion (as that term is defined in the
"°~~°'^~-~°„*Redevelopment Contract), the Lender will provide the HRA with copies of any
notice of default under the Loan Agreement, and the HRA shall have the right, but not the
obligation, to cure any such default on behalf of the Borrower under the terms set forth in
Section 7.4 of the DevelepmentRedevelopment Contract.
>\~^
~~
9. In the event of a foreclosure of the Mortt.Ja~e on the Property, the HRA agrees that
the liens and encumbrances against the Property created by the Contract shall be subordinated to
the liens, rights and security interests created by the Mortgage, provided that the HRA, prior to
the expiration of the right of redemption period following foreclosure. may directl~v
assi~>nment of these rights to a third party: (a) pay off the Loan: or (b) cause redemption to be
made by the Developer or third party; or (c) purchase Lender's Loan and any interest of the
Lender in the Property for a price equal to the amount owing the Lender.
10. The parties hereto hereby agree that no change or amendment which will have an
adverse effect on the Lender shall be made to the terms of the r'°~~°'^~m°"'Redevelopment
Contract or the TIF Note without the prior written consent of the Lender.
121071776v1 788254 -3
11. This Agreement can be waived, modified, amended, terminated or discharged
only explicitly in a writing signed by the Lender. A waiver by the Lender shall be effective only
in a specific instance and for the specific purpose given. Mere delay or failure to act shall not
preclude the exercise or enforcement of any of the Lender's rights or remedies hereunder. All
rights and remedies of the Lender shall be cumulative and may be exercised singularly or
concurrently, at the Lender's option, and no exercise or enforcement of any one such right or
remedy shall neither be a condition to nor bar the exercise or enforcement of any other.
12. Any notice, request, demand or other communication hereunder shall be deemed
fully given if delivered or postage prepaid, certified or registered, addressed to the party as set
forth below:
If to the HRA:
The Housing and Redevelopment Authority
in and for the City of Richfield, Minnesota
6700 Portland Avenue South
Richfield, Minnesota 55423
Attn: Executive Director
If to the Redeveloper:
Gramercy Corporation
6601 Lyndale Avenue South, Suite 110
Richfield, Minnesota 55423
Attn: Michael W. Conlan, President
If to the Borrower:
The Gramercy Club at City Bella
6601 Lyndale Avenue South, Suite 110
Richfield, Minnesota 55423
Attn: Michael W. Conlan
If to the Lender:
American Bank of St. Paul
1060 Dakota Drive
Mendota Heights, Minnesota 55120
Attn: Scott Swenson, Vice President
13. This Agreement shall be governed by and construed in accordance with the laws
of the State of Minnesota.
i2to>»~6~> >saisa ~4"
IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement as of
the day and year first above written.
STATE OF MINNESOTA )
SS.
COUNTY OF _ )
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA
By:
Its: Chairman
By:
Its: Executive Director
The foregoing instrument was acknowledged before me this day of , 2003, by
and the Chairman and Executive
Director, respectively, of The Housing and Redevelopment Authority in and for The City of
Richfield, Minnesota, a Minnesota public body corporate and politic; for and on behalf of said
public body.
STATE OF MINNESOTA )
SS.
COUNTY OF )
Notary Public
GRAMERCY CORPORATION
By:
Its:
The foregoing instrument was acknowledged before me this day of , 2003, by
the of Gramercy Corporation, a
Minnesota corporation, for and on behalf of said corporation.
Notary Public
tzto~t~~6~t ~sszsa _5_
THE GRAMERCY CLUB AT CITY BELLA
STATE OF MINNESOTA )
SS.
COUNTY OF )
By:
Its:
The foregoing instrument was acknowledged before me this day of , 2003, by
,the of The Gramercy Club at City Bella,
a cooperative corporation organized under the laws of the State of Minnesota, for and on behalf
of said cooperative corporation.
STATE OF MINNESOTA )
SS.
COUNTY OF _ ___
Notary Public
AMERICAN BANK OF ST. PAUL
By:,
I
The foregoing instrument was acknowledged before me this day of , 2003, by
,the of American Bank of St. Paul, a
Minnesota state banking corporation, for and on behalf of said state banking corporation.
THIS INSTRUMENT DRAFTED BY:
Jon J. Hoganson
Winthrop & Weinstine, P.A.
3000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
2019921v1
Notary Public
~uon~~6v~ ~sszsa "6_
Draft ~ ~
`~ I ~
Modifications underway
(changes anticipated to paragraphs 4,6,9,10 by 4/8/03)
ASSIGNMENT AND SUBORDINATION OF SECOND
AMENDED AND RESTATED CONTRACT
FOR PRIVATE REDEVELOPMENT
THIS ASSIGNMENT AND SUBORDINATION OF SECOND AMENDED AND RESTATED
CONTRACT FOR PRIVATE REDEVELOPMENT (this "Agreement"), is made and entered
into as of the day of 2003, by and among THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD,
MINNESOTA, a Minnesota public body corporate .and politic (the "HRA"), GRAMERCY
CORPORATION, a Minnesota corporation (the "Redeveloper"), THE GRAMERCY CLUB AT
CITY BELLA, a cooperative corporation organized under the laws of the State of Minnesota (the
"Borrower"), and AMERICAN BANK OF ST. PAUL, a Minnesota state banking corporation
(the "Lender").
WITNESSETH:
WHEREAS, the HRA and the Redeveloper have entered into that certain Second Amended and
Restated Contract for Private Redevelopment dated as of 2003 (the
"Development Contract"), pertaining to the development of the Minimum Improvements (as that
term is defined in the Development Contract); and -
WHEREAS, pursuant to the Development Contract, the HRA executed and delivered to the
Redeveloper that certain Limited Revenue Tax Increment Note Series (the "TIF Note") in
the principal amount of $8,473,460; and
WHEREAS, the Borrower and the Lender have entered into that certain Construction Loan
Agreement dated as of 2003 (the "Construction Loan Agreement"),
concerning the extension by the Lender to the Borrower of a construction loan in the amount of
up to $43,000,000 (the "Loan") to finance the acquisition and construction of a portion of the
Minimum Improvements; and
WHEREAS, the obligation of the Borrower to repay the Loan is evidenced by that certain
Promissory Note dated as of , 2003 (the "Construction Note"), executed by the
Borrower in favor of the Lender in the original principal amount of $43,000,000; and
- ~2to~os~~~ ~ss2sa
5. Upon the occurrence of an Event of Default, the Lender may, without affecting
any of its rights or remedies against the Redeveloper or the Borrower under the Loan Agreement,
the Construction Note, the Guaranty or any other instrument, document or agreement, exercise
its rights under this Agreement as the Redeveloper's attorney-in-fact in any manner permitted by
law and, in addition, the Lender shall have the right to exercise and enforce any and all rights and
remedies available after a default to a secured party under the Uniform Commercial Code as
adopted in the State of Minnesota. If notice to the Redeveloper of any intended disposition of
collateral or of any intended action is required by law in any particulaz instance, such notice shall
be deemed commercially reasonable if given at least ten (10) calendaz days prior to the intended
disposition or other action.
O The HRA hereby consents and agrees to the terms and conditions of this
Agreement. The HRA further represents and warrants to the Lender that the Development
Contract and the TIF Note are valid agreements enforceable in accordance with their terms and
that neither the HRA nor the Redeveloper is in default thereunder and that all covenants,
conditions and agreements have been performed as required therein, except those not to be
performed until after the date hereof. ~~RA fro Mcl.1CR~YJ ~f`Q~f`P.SRr~~AnS~
G~CP•tt1~~n~C'C1~ t14'~4
7. Pursuant to Section 7.3 of the Development Contract, the HRA agrees to provide
the Lender with copies of any notice of default under the Development Contract, and that the
Lender shall have the right, but not the obligation, to cure any such default on behalf of the
Redeveloper under the terms set forth in Section 7.3 of the Development Contract.
8. Pursuant to Section 7.4 of the Development Contract, prior to the issuance of a
Certificate of Completion (as that term is defined in the Development Contract), the Lender will
provide the HRA with copies of any notice of default under the Loan Agreement, and the HRA
shall have the right, but not the obligation, to cure any such. default on behalf of the Borrower
under the terms set forth in Section 7.4 of the Development Contract.
9~. Pursuant to Section 7.5 of the Development Contract, the HRA hereby agrees that
all of its right, title and interest under the Development Contract is subordinate to the lien of the
Mortgage. C~8,9v` C.A~~'a-~1 t~?n~~'it~S,~
10 The parties hereto hereby agree that no change or amendment shall be made to the
terms of the Development Contract or the TIF Note without the prior written consent of the
Lender. C~p -~~ AX~iR}- .~~- -~ Q~~ 1~1~-i~'S d~l`@ 4~~R~~
11. This Agreement can be waived, modified, amended, terminated or discharged
only explicitly in a writing signed by the Lender. A waiver by the Lender shall be effective only
in a specific instance and for the specific purpose given. Mere delay or failure to act shall not
preclude the exercise or enforcement of any of the Lender's rights or remedies hereunder. All
rights and remedies of the Lender shall be cumulative and may be exercised singulazly or
concurrently, at the Lender's option, and no exercise or enforcement of any one such right or
remedy shall neither be a condition to nor baz the exercise or enforcement of any other.
~z~ozos~~> >sazsa -3-
IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement as of
the day and year first above written.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA
By:
Its: Chairman
By:
Its: Executive Director
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 2003, by
and the Chairman and Executive
Director, respectively, of The Housing and Redevelopment Authority in and for The City of
Richfield, Minnesota, a Minnesota .public body corporate and politic; for and on behalf of said
public body.
Notary Public
GRAMERCY CORPORATION
By:
Its:
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this
the
Minnesota corporation, for and on behalf of said corporation.
_ day of , 2003, by
of Gramercy Corporation, a
Notary Public
121070899v1 788254 _5
AGENDA ITEM # 2
REPORT # 1 ~
STAFF REPORT
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
APRIL 8, 2003
REPORT PREPARED BY:
REPORT PRESENTER:
DEPARTMENT DIRECTOR REVIEW:
REVIEWED BY EXECUTIVE DIRECTOR:
BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
NAME, TITLE
ITEM FOR HRA CONSIDERATION:
Consideration of a Stipulation of Settlement between the Housing and Redevelopment
Authority and the property owner, Triple S. Investments for the Checker Auto property at 6700
to 6708 Lyndale Avenue; City Bella project.
I. RECOMMENDED ACTION:
By Motion:. Authorize the Executive Director to execute the
Stipulation of Settlement between the Housing and Redevelopment
Authority and Triple S. Investment, 6700 to 6708 Lyndale Avenue on
behalf of the Housing and Redevelopment Authority.
III. BACKGROUND ~
The referenced property is being .purchased by the Housing and Redevelopment
Authority (HRA) to proceed with the City Bella project. The HRA had initiated
condemnation action to acquire title. Negotiations between the HRA's legal counsel
and the owner have been ongoing resulting in a settlement agreement that would
end future litigation. The agreement establishes the following:
• The appraised value of the subject property is $600,000.
• There is additional consideration of $450,000 as settlement for the
purchase of the property.
040803Special City Bella
BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
NAME, TITLE
• The developer, Gramercy Corporation will advance these funds, a total of
$1,050,000.
III. BASIS OF RECOMMENDATION
A. POLICY
• The HRA's authorization would be consistent with the Contract for Private
Redevelopment with Gramercy Corporation.
• All tenants will be evaluated for and receive relocation benefits to which
they are entitled.
B. CRITICAL ISSUES
• A special HRA meeting was scheduled due to the developer initiating
the closing on City Bella project financing by April 15, 2003.
• The Checker Auto property is the last major parcel to be acquired to
initiate the City Bella project.
• The cost of acquisition for the Checker Auto property is consistent with
the amounts Gramercy Corporation negotiated for the purchase of
Lyndale Hardware and Trestman Music Center.
• The HRA's condemnation action was essential to arriving at the
settlement agreement.
C. FINANCIAL
• All costs related to the acquisition of the subject property are being
paid by the developer.
D. LEGAL
• The HRA's legal counsel has prepared the documents and has co-
signed the agreement in preparation for HRA consideration.
IV. ALTERNATIVE RECOMMENDATION(S~
• The HRA could choose not to authorize the settlement. However, the City
Bella project has been approved and authorization is consistent with the
project and the actions being taken before the District Court.
V. ATTACHMENTS
• Stipulation of Settlement document.
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• Gramercy Corporation representative.
Case Type: Condemnation
STATE OF MINNESOTA
COUNTY OF HENNEPIN
---------------------------------
The Housing and Redevelopment Authority in )
and for the City of Richfield, a public body )
DISTRICT COURT
FOURTH JUDICIAL DISTRICT
File No. CD-2703
corporate and politic under Minnesota law, ) STIPULATION OF SETTLEMENT
BETWEEN HRA AND TRIPLE S
Petitioner, ) INVESTMENTS
vs. )
Parcel2
Sharon Trestman, et al., ) 6700-6708 Lyndale Avenue South
Respondents. )
THIS AGREEMENT is entered into this ~0 ~ hday of March; 2003, by and between THE
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD,
a public body corporate and politic under the laws of Minnesota, located at 6700 Portland Avenue
South, Richfield, MN 55423, Petitioner herein, ("HRA") and TRIPLE S INVESTMENTS L.L.P., a
Minnesota limited liability partnership, formerly known as Triple S Investments, a Minnesota
general partnership, Respondent herein ("TRIPLE S"), whose address is 1907 South Robert Street,
West St. Paul, MN 55118, and whose Federal Tax Identification No. is 41-1410720.
I. RECITALS
1.01. TRIPLE S represents that it is the owner in fee simple of the real estate located at
6700-6708 Lyndale Avenue South, Richfield, MN, which is legally described on Exhibit A attached
hereto and incorporated herein ("Subject Property"). "Subject Property" shall also include the
fixtures and immovables located therein.
RJL-226835v5
RC125-212
1.02. HRA has commenced the above-captioned proceeding to acquire the Subject
Property and desires to do so pursuant to this Agreement and the above captioned proceeding.
HRA has filed and served upon the parties listed in Exhibit A its Petition and Motion for an Order
Authorizing Transfer of Title and Possession Pursuant to Minn. Stat. § 117.042 and notice of a
hearing at which the HRA's petition will be presented to the above court for approval. HRA has
also given notice to said parties that it desires to take title and possession of the Subject Property
pursuant to Minn. Stat. § 117.042 as of March 30, 2003. The Court has issued and filed the
following orders with respect to the Subject Property at the request. of HR.A:
a) Findings of Fact, Conclusions of Law and Order Approving Petition; and
b) Findings of Fact, Conclusions of Law and Order Authorizing Transfer of Title and
Possession ("Quick Take Order")
Pursuant to the Quick Take Order, HRA is authorized to deposit its approved appraisal of value for
the Subject Property in the amount of $600,000 with the District Court Administrator for Hennepin
County and thereby cause title and the right of possession of the Subject Property to pass to HRA at
the time of deposit or payment.
1.03. TRIPLE S has claimed that the value of the Subject Property exceeds $1,050,000,
including fixtures.
1.04. The HRA and TRIPLE S desire to settle and compromise. TRIPLE S's claim for.
damages and relocation benefits payable to TRIPLE S which arise from the taking of the Subject
Property in the above-captioned proceeding ("Taking") in accordance with the provisions of this
Agreement.
RJL-226835v5 2
RC125-212
II. AGREEMENT
NOW, THEREFORE, in consideration of the premises, the parties' mutual promises and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
2.01. Incorporation of Recitals. The foregoing recitals are made a part of this agreement.
2.02. Settlement Amount. HRA and TRIPLE S agree that HRA shall pay TRIPLES a
total of $1,050,000 as and for the total consideration for the Subject Property ("Settlement
Amount"). HRA shall pay $600,000 of .such amount by deposit .with the District Court
Administrator of its approved appraisal of value pursuant to the Quick Take Order. HRA shall pay
TRIPLE S the remaining $450,000 of the Settlement Amount ("Holdback") by check payable solely
to TRIPLE S, when:
a. The court-appointed commissioners issue an award of damages with respect
to the Subject Property ("Commissioners' Award") in the total amount of the Settlement
Amount; and
b. The statutory 40-day period for appealing the Commissioners' Award
elapses without any party appealing.
2.03. Award. TRIPLE S and HRA hereby agree that they shall jointly request a
Commissioners' Award of Damages for the Subject Property in the amount of the Settlement
Amount, as soon as reasonably possible, awarding all damages to TRIPLE S and $0 to all other
parties, and that either HRA or TRIPLE S may present a copy of this Agreement (when fully-
executed) to the Court-Appointed Commissioners as evidence of the parties' Agreement.
RJL-226835v5 3
RC125-212
2.04. Defense Against Other Claims.
a. TRIPLE S agrees that any amounts which may be paid by the District Court
Administrator to Hennepin County and the City of Richfield from the portion of the
Settlement Amount to be deposited with the District Court Administrator with respect to the
Subject Property apply toward payment of the Settlement Amount, because amounts to be
paid are owed by TRIPLE S. Notwithstanding any other provision of law to the contrary,
the parties agree that the District Court Administrator shall, from said deposited funds, pay
the full amount of real estate taxes .payable in 2002 and. previous .years (including
installments of special assessments payable therewith, if any), if not already paid, and
$325.02 against the unpaid balance of special assessments levied or pending on the date this
matter was commenced with respect to the Subject Property.
- b. The Settlement Amount has been arrived at to compromise litigation. The
Subject Property is being purchased to enable HRA to proceed with its City Bella Project.
This Agreement may be introduced by HRA and/or TRIPLE S as a basis for issuance of the
Commissioners' Award in the above-captioned matter, but shall not be introduced in
eminent domain proceedings related to other properties for the purpose of determining the
value of those other properties.
2.05. Waiver of Other Claims. Effective upon the payment by HRA of the Settlement
Amount, TRIPLE S hereby waives any and all claims it may have against HRA or the City of
Richfield in connection with HRA's acquisition of the Subject Property, including but not limited to
damages, interest, attorneys fees, appraisal fees, relocation benefits, and costs and disbursements to
which TRIPLE S may otherwise be entitled or claim to be entitled.
RJL-226835v5 4
RC125-212
2.06. Waiver of Further Proceedings, Appeals. HRA and TRIPLE S both waive the right
to all further hearings, proceedings and appeals in this matter except as either may elect in order to
enforce or carry out the provisions of this Agreement, provided that if any other party appeals the
amount of the damages awarded it by the Court-Appointed Commissioners, HRA and TRIPLE S
may also appeal the award (to preserve their rights under this Agreement). In the event of such an
appeal, however, HRA and TRIPLE S agree that they both will assert the value of the Subject
Property to be the Settlement Amount.
2.07. Notices. All notices and_demands required hereunder shall be in writuig and shall be
deemed given either when personally delivered or when deposited in the United States mail, as
certified or registered mail, postage prepaid, return receipt requested, by facsimile transmission, by
commercial courier service, or by first-class mail as evidenced by an Affidavit of Service, addressed
as follows:
If to TRIPLE S: TRIPLE S INVESTMENTS L.L.P.
c/o Steven Shaller
1907 South Robert Street
-West St. Paul, MN 55118
Facsimile No.: (651) 554-1411
With a copy to: John B. Winston, Esq.
Winston Law Office
80 South 8~' Street, Suite 3912
Minneapolis, MN 55402-2205
Facsimile No.: (612) 332-1215
If to HRA: Housing and Redevelopment Authority
in and for the City of Richfield
ATTN: Bruce Nordquist
Redevelopment Specialist
6700 Portland Avenue South
Richfield, MN 55423
Facsimile No.: (612) 861-8974
RJL-226835v5 5
RC125-212
With a copy to: Kennedy & Graven, Chartered
470 Pillsbury Center
200 South Sixth Street
Minneapolis, MN 55402
Attention: Robert J. Lindall
Facsimile No.: (612) 337-9310
2.08. Miscellaneous Provisions.
(a) Breach. In the event either party breaches or defaults in its performance
hereunder, the other party shall have the right to pursue all its remedies under this
Agreement, as well as the right to recover its .reasonable attorneys' fees from the party in
breach, in the eminent domain proceeding, or at law, or any or all of the foregoing, to seek
enforcement of this Agreement, including, without limitation, the right to a decree for
specific performance or an order to compel performance in the above captioned matter.
(b) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the transaction and it supersedes all prior
understandings or agreements between the parties. No representations, warranties,
inducements or oral agreements have been made by any of the parties, except as expressly
set forth herein, or in other contemporaneous written agreements.
(c) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, personal representatives, successors
and assigns.
(d) Survival of Warranties. All the covenants, agreements, representations,
and warranties made by the parties in this agreement or in any document or instrument
delivered by the parties pursuant to this Agreement shall survive this agreement and the
transfer of title of the Subject Property to HRA.
RJL-226835v5 6
RC 125-212
(e) Waiver, ModifiEation. The failure by either party to enforce its rights
hereunder shall not constitute a waiver of said parry's right to demand future performance of
the provisions hereof. No modification or extension of this Agreement shall be binding
unless in writing and signed by the parties.
(f) Time of Essence. Timely performance is essential in this Agreement and
each of its provisions. Where any date or time prescribed by this Agreement falls on a
Saturday, Sunday or statutory holiday, such date or time shall automatically be extended
to the next business day.
(g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.
(h) Further Assurances. Each party hereto shall promptly, on the. request of
the other party, have acknowledged and delivered to the other party any and all further
instruments and assurances reasonably requested or appropriate to evidence or give effect
to the provisions of this Agreement.
(i) No Commissions. Under no circumstances, including, without limitation,
any default(s) of TRIPLE Sand/or HRA under this Agreement, will: (a) any real estate
broker or agent be entitled to any commission under this Agreement; or (b) HRA or
TRIPLE S have any liability and/or obligation for payment of any commission or other
compensation to any real estate broker or agent regarding this Agreement.
(j) If any provision of this Agreement is declared void or unenforceable, such
provision shall be deemed severed from this Agreement, which shall otherwise remain in
full force and effect.
RJL-226835v5 7
RC125-212
2.09. HRA's Contin encies. The obligations of HRA under this Agreement are
expressly contingent upon each of the following (the "HRA's Contingencies"):
a. Approval of this Agreement by the HRA Board of Commissioners.
b. Issuance of an Award of Damages by the court-appointed commissioners
consistent with the provisions of this Agreement.
The contingencies set forth in this section are for the sole and exclusive benefit of HRA, and HRA
shall have the right to waive the contingencies by giving notice to TRIPLE S.
2.10. TRIPLE S's Contingency. The obligations of TRIPLE S under this Agreement are
expressly contingent upon issuance of the Award of Damages by the court-appointed
commissioners consistent with the provisions of this Agreement ("TRIPLE S's Contingency"). The
contingency set forth in this section is for the sole and exclusive benefit of TRIPLE S, and TRIPLE
S shall have the right to waive the contingency by giving notice to HRA.
2.11. Environmental Contamination. Except as set forth below, TRIPLE S agrees to
defend, indemnify and hold HRA and City harmless from any cost, claims, actions, judgments or
liability whatsoever which either City or HRA may incur, including attorneys' fees, costs and
disbursements, resulting from a release or threatened release of pollutants, contaminants or
hazardous substances on the Subject Property... The foregoing shall not apply to, and TRIPLE S
shall not be responsible for, any costs associated with the demolition of the improvements or
fixtures on or in the Subject Property, including the removal and disposal of asbestos containing
materials or other hazardous materials, if any, which may be incorporated into or be a part of the
improvements or fixtures on or in the Subject Property.
RJL-226835v5 8
RC125-212
2.12. Relocation Benefits. HRA shall pay relocation benefits to all parties displaced by
acquisition of the Subject Property other than TRIPLE S to the extent consistent with applicable
regulations.
TRIPLE S INVESTMENTS L.L.P., A
MINNESOTA LIMITED LIABILITY
PARTNERSHIP, FKA TRIPLE S.
INVESTMENTS, A MINNESOTA GENERAL
PARTNERSHIP
~_~
By: -
Its M artner
WINSTON L OFFICE
By: ~ ~ t~
`-3skrfB. Winston, 8035
80 South 8~' Street, Suite 3912
Minneapolis, MN 55402-2205
(612)341-9800
ATTORNEY FOR TRIPLE S INVESTMENTS
L.L.P.
THE HOUSING AND
REDEVELOPMENT AUTHORITY IN
AND FOR THE CITY OF RICHFIELD
By:
Samantha Orduno, Executive Director
KENNEDY & GRAVEN,
By:
Robert J. Linddll, 6327
Bryan D. Shire , #312964
470 Pillsbury Center
200 South. Sixth Street
Minneapolis, MN 55402
(612)337-9219
ATTORNEYS FOR THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND
FOR THE CITY OF RICHFIELD
RJL-226835v5 9
RC125-212
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
On this day of , 2003, before me, a Notary Public within for
said County, personally appeared Samantha Orduno to me personally known, who being by me
duly sworn, each did say that she is the Executive Director of THE HOUSING AND
REDEVELOPMENT AUTHORITY in and for the City of Richfield, a public body corporate
and politic under the laws of the State of Minnesota, on its behalf.
Notary Public
- STATE OF MINNESOTA )
ss.
COUNTY 0~,4-,~c•i 7q )
The foregoing instrument was acknowledged_ before me this ~~ day of
2003, by ;~~~/~,~ ~T~i~L~~the managing partner of TRIPLE S
INVESTMENTS L.L.P., a Minnesota limited liability partnership, fka TRIPLE S.
INVESTMENTS, a Minnesota general partnership, on behalf of the partnership.
THIS INSTRUMENT WAS DRAFTEt~ t3 Y
KENNEDY & GRAVEN, CHARTERED (RJL)
470 Pillsbury Center
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9219
r~°'`°`=ei':, t<r1l~1~~-iu. `~lk.3kFf~.'sfi~ j
FxJFf~n ~+ ~
c~~~ ~i16SSE(~1 ~9a
RJL-226835v5 1 0
RC125-212
EXHIBIT A
Parcel 2:
PIN No. 27-028-24-32-0006 (Torrens Certificate of Title No. 770971)
Property Address: 6700-6708 Lyndale Avenue South, Richfield, MN
Legal Description of Property Being Acquired:
Lots 1 and 2, Block 3, Fairwood Shores, according to the map or plat thereof on file in the Office
of the Registrar of Titles in and for Hennepin County, Minnesota.
Together with adjacent streets or alleys (including but not limited to Graham Avenue and Auto
Lane) vacated or to be vacated, accruing thereto.
Being registered property pursuant to Certificate of'Titre 1Vo. 770971.
Names and Description of Interests to be Acquired
Name Nature of Interest
Triple S. Investments, a Minnesota general
partnership Fee Owner
Triple S Investments, L.L.P., a Minnesota
limited liability partnershi Possible holder of an interest
TCF National Bank, fka TCF National Bank
Minnesota, a national banking association Mortgagee and Assignee of Leases and Rents
US Bank National Association, fka Commercial
State Bank of Minnesota, formerly a Minnesota
banking corporation Mortgagee and Assignee of Leases and Rents
Robert Schlowsser Lessee
Spouse of Robert Schlowsser, if any Possible holder of an interest
CSK Auto, Inc., an Arizona corporation,
individually, and dba Checker Auto Parts Lessee
SHM Holdings Inc., a Minnesota corporation Possible holder of an interest
City of Richfield S ecial assessments
County of Hennepin Real estate taxes
All other parties unknown, together with
unknown heirs or devisees and spouses, if any Any right, title or interest in the Subject
Property
Notwithstanding the foregoing attempt to identify all interests held by a party named herein, it is
Petitioner's intention herein to acquire or encumber all interests owned by the named respondents
in the above-described real estate.
R1L-226835v5 A_]
RC125-212