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101915completeagenda CITY OF RICHFIELD, MINNESOTA MONDAY, OCTOBER 19, 2015 RICHFIELD MUNICIPAL CENTER 6700 PORTLAND AVENUE . REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING COUNCIL CHAMBERS 7:00 P.M. AGENDA Call to order 1. Approval of the minutes of the (1) Regular HRA Meeting of Sepfiember 21, 2015 and (2) �pecial City Council, HRA and Planning Commission Worksession of September 22, 2015 2. HRA approval of the agenda 3. Consideration of a resolution approving a pre-development agreement and right-of- entry agreement between the Richfield HRA and Cedar Pt II, LLC for development of the Cedar Point Housing redevelopment area Staff Report No. 33 '4. Consideration of a resolution approving the preliminary development agreement and - right-of-entry agreement between the Richfield HRA and Inland Partners, LLC for development of the Cedar Point South area Staff Report No. 34 5. HRA discussion items 6. Executive Director report 7. Claims and payroll Adjournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9738. HOUSING AND REDEVELOPMENT � � , ` AUTHORITY MEETING MINUTES ��J'�'� Richfield, Minnesota � � Regular Meeting September 21 , 2015 CALL TO ORDER The meeting was called to order by Chair Supple at 7:00 p.m. ATTENDANCE HRA Members Mary Supple, Chair; David Gepner; Debbie Goettel; Pat Elliott Present: and Doris Rubenstein. Staff Present: Steven L. Devich, Executive Director(arrived 7:09 p.m.); John Stark, Community Development Director; and Karen Barton, Assistant Community Development Director. Item #1 APPROVAL OF THE MINUTES OF THE (1) SPECIAL CONCURRENT CITY COUNCIL, HRA AND PLANNING COMMISSION WORKSESSION OF AUGUST 11, 2015 AND (2) REGULAR HRA MEETING OF AUGUST 17, 2015 M/Gepner, S/Goettel to approve the minutes. Motion carried 5-0. Item #2 HRA APPROVAL OF AGENDA M/Goettel, S/Gepner to approve the aqenda. . Motion carried 5-0. Item #3 CONSENT CALENDAR A. Consideration of the approval of a resolution accepting contributions for the 2015 Richfield in Bloom Award S.R. No. 26 HRA RESOLUTION NO. 1209 RESOLUTION AUTHORIZING RICHFIELD COMMUNITY DEVELOPMENT DEPARTMENT TO ACCEPT DONATIONS FROM THE LISTED BUSINESSES FOR DESIGNATED USES This resolution appears as HRA Resolution No. 1209. HRA Meeting -2- September 21,2015 B. Consideration of the approval of a proposed adjustment of payment standard for the Section 8 Rent Assistance Program S.R. No. 27 M/Rubenstein, S/Elliott to aqprove the Consent Calendar. Motion carried 5-0. Item #4 PUBLIC HEARING AND CONSIDERATION OF A RESOLUTION AUTHORIZING THE SALE OF 7309-10TH AVENUE TO KEY LAND HOMES AND A CONTRACT FOR PRIVATE DEVELOPMENT WITH KEY LAND HOMES FOR THE CONSTRUCTION OF A SINGLE FAMILY HOME UNDER THE RICHFIELD REDISCOVERED PROGRAM STAFF REPORT NO. 28 Assistant Community Development Director Barton reviewed Staff Report No. 28. Commissioner Gepner inquired as to how the builder became aware of the program. Travis Ryan, owner of 7309— 10th Avenue, responded that he and his wife identified the lot and then sought a builder. Commissioner Goettel asked about the process and if there are multiple applicants. Assistant Community Development Director Barton responded that staff looks at date received, completeness of application and the conformity with program goals. Keith Horkey, Vice President of Key Land Homes, stated their excitement with constructing the home and participating in the Richfield Rediscovered Program. M/Rubenstein, S/Elliott to close the public hearinq. Motion carried 5-0. M/Goettel, S/Rubenstein that the followinq resolution be approved: HRA RESOLUTION NO. 1210 RESOLUTION AUTHORIZING THE SALE OF REAL PROPERTY LOCATED AT 7309 10TH AVENUE TO KEY LAND HOMES Motion carried 5-0. This.resolution appears as HRA Resolution No. 1210. Item #5 CONSIDERATION OF THE RICHFIELD HRA TAX INCREMENT DISTRICT STATUS UPDATE STAFF REPORT NO. 29 Rebecca Kurtz, Ehlers &Associates, presented the Richfield HRA Tax Increment District status update as indicated in Staff Report No. 29. Ms. Kurtz stated that the HRA was in a position to meet all of its financial obligations of its tax increment districts. She went on to present detailed information on each district. There was general discussion regarding the Lyndale Gateway West TIF District. M/Rubenstein, S/Elliott to approve the Richfield HRA Tax Increment District Status Update. Motion carried 5-0. HRA Meeting -3- September 21,2015 Item #6 CONSIDERATION OF A PRELIMINARY DEVELOPMENT AGREEMENT AND A RIGHT-OF-ENTRY AGREEMENT BETWEEN MESABA CAPITAL DEVELOPMENT, LLC AND THE RICHFIELD HRA RELATING TO THE PROPOSED DEVELOPMENT OF THE FORMER CITY PUBLIC WORKS SITE STAFF REPORT NO. 30 Assistant Community Development Director Barton reviewed Staff Report No. 30. Commissioner Rubenstein stated that she had serious reservations about this project at this location. She stated her reasons for her unfavorable view of the project. Commissioner Gepner asked how this project is better than the previous project proposal for 100% affordable housing. Assistant Community Development Director Barton responded that the former project was a much denser project. A neighborhood meeting was held and the neighbors do not seem to object to the current proposed project. Commissioner Goettel stated other developers have tried to make other housing projects work here and the numbers did not work. Community Development Director Stark stated staff felt only the lower third of the project area could be used for commercial development. Mr. Stark stated that the costs of developing this site are very difficult. Commissioner Elliott stated that he felt it was time to move on and to develop this site. Chair Supple stated that this project fills a need for memory care in the City. M/Goettel, S/Elliott to approve the Preliminarv Development Aqreement and a Riqht-of-Entrv Aqreement between Mesaba Capital Development LLC and the Richfield HRA relatinq to the proposed development of the former Citv public works site. Motion carried 5-0. Item #7 CONSIDERATION OF A PROPOSAL BY JLG ARCHITECTS TO PRODUCE A CEDAR CORRIDOR MASTER PLAN UPDATE STAFF REPORT NO. 31 Community Development Director Stark reviewed Staff Report No. 31. Commissioner Gepner asked if the market was impacting the decision for the updated plan. Community Development Director Stark responded that it was. M/Goettel, S/Elliott to approve the proposal bv JLG Architects to produce a Cedar Corridor Master Plan Update. Motion carried 5-0. Item #8 CONSIDERATION OF A TRANSFORMATION HOME LOAN APPLICATION SUBMITTED BY COMMISSIONER DEBBIE GOETTEL OF 6525 JAMES AVENUE STAFF REPORT NO. 32 Assistant Community Development Director Barton reviewed Staff Report No. 32. Chair Supple called for a roll call vote. HRA Meeting -4- September 21,2015 M/Elliott, S/Rubenstein to approve of a Transformation Home Loan application submitted bv Commissioner Debbie Goettel of 6525 James Avenue. Motion carried 4-0. (Supple, Gepner, Rubenstein, Elliott voted yea; Commissioner Goettel recused herself from this item due to a conflict of interest) Item #9 HRA DISCUSSION ITEMS There was general discussion on the success of Open Streets at PennFest. Commissioner Goettel commended the work on the Cedar Corridor Master Plan. Item #10 EXECUTIVE DIRECTOR REPORT None. Item #11 CLAIMS AND PAYROLL M/Goettel, S/Elliott that the followinq claims and pavrolls be approved: U.S. BANK 09/21/15 Section 8 Checks: 127024-127105 $ 152,332.30 HRA Checks: 32403-32442 $ 36,673.58 TOTAL $ 189,005.88 Commissioner Rubenstein asked about two expenditures. Staff explained the expenditures. Motion carried 5-0. ADJOURNMENT The meeting was adjourned by unanimous consent at 8:12 p.m. Date Approved: October 19, 2015 Mary B. Supple HRA Chair Steven L. Devich Steven L. Devich Acting City Clerk Executive Director HOUSING AND REDEVELOPMENT AUTHORITY MINUTES �� ' Richfield, Minnesota / J � � •� �, � `��V�' ' Concurrent Housin and � ��� Special g �, Redevelopment Authority, City Council And Planning Commission Worksession September 22, 2015 CALL TO ORDER The concurrent worksession was called to order by Mayor Goettel at 6:00 p.m. in the Bartholomew Room. Council Members Debbie Goettel, Mayor; Edwina Garcia; Pat Elliott; Michael Howard; and Present: Tom Fitzhenry. HRA Members Mary Supple, Chair; Pat Elliott; and Debbie Goettel. Present: HRA Member poris Rubenstein and Dave Gepner. Absent: Planning Commission Rick Jabs, Chair; Sean Hayford Oleary; Erin Vrieze Daniels; Daniel Members Present: Kitzberger; and Charles Standfuss. Planning Commission Susan Rosenberg and Gordon Vizecky. Member Absent: Staff Present: Steven L. Devich, City Manager/Executive Director; John Stark, Community Development Director; Karen Barton, Assistant Community Development Director; and Cheryl Krumholz; Executive Coordinator. Item #1 DISCUSSION REGARQING CEDAR CORRIDOR REDEVELOPMENT PROPOSALS (COUNCIL MEMO NO. 84/HRA MEMO NO. 32) City Manager/Executive Director Devich stated Interstate Partners, one of the two developers for the Cedar Corridor Redevelopment scheduled for this evening, requested their presentation be postponed to October. Ken Carlson, Anderson Companies, presented two preliminary proposals for a multi-family rental housing development south of 66th Street between 17th Avenue and Cedar Avenue. Option A included development along both sides of Richfield Parkway with a 30 mph roadway. Option B included a majority of the development on the westside of the Parkway with a 25 mph roadway. Mr. Carlson reviewed both concept site plans, including parking, stormwater ponding, design standards to address airport noise, Three Rivers Park District bike path, outreach to neighborhood, and construction timeline. The City Council, HRA and Planning Commission consensus was to have Anderson Companies proceed with Option A and return with more details. Special Worksession Minutes -2- September 22, 2015 Community Development Director Stark, at Mayor Goettel's request, summarized the Interstate Partners concept plans for development of six parcels located at the southwest corner of the roundabout at 66th Street and Richfield Parkway with a preferred use as a medical office. Mr. Stark stated the HRA has approved JLG Architects to update the Cedar Corridor Master Plan to integrate different users. The concurrent worksession was adjourned by unanimous consent at 6:37 p.m. Date Approved: October 19, 2015. Mary B. Supple Chair Cheryl Krumholz Steven L. Devich Executive Coordinator Executive Director AGENDA ITEM#: 3 REPORT#: 33 STAFF REPORT � � : HOUSING AND REDEVELOPMENT f °j �f� ' ' �` � AUTHORITY MEETING � i ' � : " OCTOSER 19, 2015 ,; REPORT PREPARED BY: ��N BARTON, COMMUNITY DEVELOPMENT ASSISTANT DIRECTOR NaMr, T���r,r REPORT PRESENTER: ��N BARTON, COMMUNITY DEVELOPMENT ASSISTANT DIRECTOR NAMI:',TI'I7.B DEPARTMENT DIRECTOR REVIEW: � " SIGNAT E � i ' ! REVIEWED BY EXECUTNE DIRECTOR: ��� ' `� �-�� � � T , r � �- ; , , �= _�_...__.�. �.�_..,.:-..._._..____--� , , ITEM FOR HRA CONSIDERATION: Consideration of a Resolution approving a Pre-Development Agreement and Right-of-Entry Agreement between the Richfield Housing and Redevelopment Authority and Cedar Pt II, LLC for develo ment of the Cedar Point Housin redevelo ment area. I. RECOMMENDED ACTION: By Motion: 1) Approve the Resolution approving the Preliminary Development Agreement and the Right-of-Entry Agreement between the Richfield Housing and Redevelopment Authority and Cedar Pt II, LLC relating to the proposed development of the Cedar Point Housing redevelopment area; and 2)�Authorize execution of both Agreements by the Housing and Redevelopment Authority Chair and Executive Director. II. EXECUTIV� SUMMARY At the June 23, 2015 City Council meeting and the July 20, 2015 Housing and Redevelopment Authority (HRA) meeting, the City Council and HRA, respectively, accepted the preliminary proposal of the Boisclair Corporation (d/b/a Cedar Pt II, LLC) (Developer) for the redevelopment of the Cedar Point Housing redevelopment area. Following the HRA meefing, staff began working with the Developer to negotiate a Preliminary Development Agreement for the development of the Cedar 101915—Cedar Pt II LLC Pre Dev&Right of Entry agrmnts.docx Point Housing redevelopment area (bounded by 63rd Street to the north; 16th Avenue to the west, Richfield Parkway to the east, and 65th Street to the south). The Preliminary Development Agreement provides for the support and cooperation of the HRA relating to the Developer's efforts to develop a feasible proposal in exchange for the Developer undertaking the activities described in the Preliminary Agreement. The Agreement would also prohibit the HRA from soliciting other proposals or entering into any agreement with a different developer in association with this site The Right-of-Entry Agreement allows the Developer to enter the properties for the purpose of conducting land surveys, geotechnical testing, and other related studies. III. BASIS OF RECOMMENDATION A. BACKGROUND • The Developer presented a Preliminary Concept Plan for development of the property to the HRA, City Council and Planning Commission on May 12, 2015. • The Developer held a public neighborhood meeting on August 8, 2015 to garner feedback from residents in the area. Letters were direct- mailed to residents and information about the meeting was posted on the City's Facebook page and Twitter. Approximately 40 residents attended the neighborhood meeting. • The Preliminary Development Agreement requires the Developer to: o Present a detailed plan to acquire the remaining, privately-owned properties in the development area by November 10, 2015; o Complete a general development plan for Sketch Plan Review by HRA/City Staff no later than November 16, 2015; o Provide a Market Study by December 31, 2015; o Provide the HRA with a financial feasibility analysis of the Project, including sources and uses and a Project pro-forma by January 22, 2016. • The Preliminary Development Agreement states that the HRA: o Agrees to cooperate with the Developer and utilize its best efforts to accomplish the objectives stated above, including possible tax increment financing; o Will not solicit proposals from any third party or respond to offers regarding the proposed sale or development of the HRA property, will not sell or encumber the HRA property, and will not enter into any agreement for development of the HRA property during the term of the Agreement. • The Preliminary Development Agreement requires both the HRA and Developer to: o Attempt in good faith to negotiate the terms of a purchase agreement for the conveyance of the HRA property to Developer by February 1, 2016; and o Attempt in good faith to negotiate the terms of a contract for private development on or before February 1, 2016. B. PoLicY . 2008 Comprehensive Plan: o Maintain a housing sup�ly that meets changing needs while sustaining the integrity of existing neighborhoods; o Maintaining a diversity of housing types and prices ranges. C. CRITICAL TIMING ISSUES . The term of each of the Agreements expires on May 1: 2016. . The Preliminary Development Agreement can be terminated by either party upon five (5) days written notice. D. FINANCIAL . The Preliminary Development Agreement provides for the reimbursement of all out-of-pocket administrative costs, including nominal staff time, incurred by the HRA relating to the negotiation and preparation of the Agreement and other documents and agreements in connection with the activities and the prospective development project. . The development is in an existing Tax Increment Financing (TIF) Redevelopment District. Any financial assistance to the development through TIF would require verification of necessity and approval by the City Council and HRA. E. LEGAL . The HRA attorney drafted the Preliminary Development Agreement. . Eventual redeyelopment of the HRA property will be in accordance with a Contract for Private Development or other agreements. IV. ALTERNATIVE RECONIMENDATION(S . Do not approve the Preliminary Development Agreement and/or Right-of- Entry Agreement. . Approve the Preliminary Development Agreement and/or Right-of-Entry Agreement with modifications. V. ATTACHMENTS . Resolution . Preliminary Development Agreement. . Right-of-Entry Agreement. . Map of development area. . Preliminary site plan. VI. PRINCIPAL PARTIES EXPECTED AT MEETING . Representatives of Cedar Pt II, LLC RESOLUTION NO. RESOLUTION APPROVING AGREEMENTS WITH THE CITY OF RICHFIELD AND CEDAR PT II, LLC WHEREAS,the Richfield Housing and Redevelopment Authority{the"Authority")is the owner of certain property located within the City of Richfield(the"Properties"); and WHEREAS, Cedar Pt II, LLC, a Minnesota limited liability company (the "Developer") has proposed purchasing the Properties from the Authority for the purpose of developing a multifamily housing development consisting of approximately 200 units thereon(the"Project"); and WHEREAS, prior to moving forward with the Project, the Developer has requested that its consultants enter the Properties to conduct geotechnical testing, environmental assessments, and other related studies and to conduct land surveys of the Properties to determine the suitability of the Properties for tfie development of the Project; and WHEREAS, the Board of the Authority has been presented with a Preliminary Development Agreement (the"Preliminary Development Agreement")proposed to be entered into between the Authority and the Developer, which sets forth the Developer's intentions and the conditions under which the Developer will undertake the Project; and WHEREAS, the Board of the Authority has also been presented with a Right of Entry Agreement (the "Right of Entry Agreement") proposed to be entered into between the Authority and the Developer, pursuant to which the Authority will allow the Developer and its employees, consultants, agents, and contractors to enter the Properties to conduct the proposed testing and studies; and , WHEREAS, the Authority has reviewed the Preliminary Development Agreement and the Right of Entry Agreement and finds that the execution thereof by the Authority and performance of the Authority's obligations thereunder are in the best interest of the Citiy 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 Preliminary Development Agreement and the Right of Entry Agreement presented to the Authority 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 Direetor;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 Preliminary Development Agreement and the Right of Entry Agreement on behalf of the Authority and to carry out on behalf of the Authority the Authority's obligations thereunder. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th day of October,2015. Mary Supple, Chair ATTEST: Doris Rubenstein, Secretary 469508v1 JAE RC125-348 PRELIMINARY DEVELOPMENT AGREEMENT THIS PRELIMINARY DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this 19th day of October, 2015, by and between the Housing and Redevelopment Authority in and for the City of Richfie 1 d, Minnesota, a Minnesota public body corporate and politic ("HRA") and Cedar Pt II, LLC, a Minnesota limited liability company (the "Developer"). RECITALS: First: The Developer and the HRA have been engaged in informal discussions regarding the possible development of certain land that is generally shown in the attached Exhibit A (the "Project Area"); Second: The Developer is proposing redevelopment within the Project Area which will consist of a multifamily housing development consisting of approximately 200 units , not to exceed 20% affordable units (hereinafter the "Project"); Third: Based on initial reviews of the proposal, it appears that the Project is potentially feasible; however, further review and detail are needed; Fourth: The parties wish to cooperate in further analyzing the potential and feasibility of the Project and are willing to proceed with such analysis as described in this Agreement; Fifth: The parties acknowledge that the Developer will expend substantial time and effort, and incur substantial expense in pursuing the Project; Sixth: The Developer is willing to undertake the activities described in this Agreement only with the reasonable assurance from the HRA that it will support and cooperate with the Developer in its efforts; Seventh: The HRA and the Developer have executed this Agreement to document their understanding with respect to the proposed Project. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual obligations of the parties contained herein, each of them does hereby represent, covenant and agree with the other as follows: 1. Statement of Intent. It is the intention of the parties that during the term of this agreement the following activities will take place: � (a) Plan Review and Refinement. The Developer w'ill complete and provide the general development plan, including parking layout and design, to the City and HRA for review and comment. This submission shall be made no later than 1 November 16, 2015 as an Application for Sketch Plan Review. This Review involves a staff review of the general development plan by City staff. Following the Sketch Plan Review, the Developer will undertake any additional studies or refinements to the General Development Plan for the Project that are necessary to determine that the plan(i) complies with the City's land use requirements; and (ii) provide sufficient detail to permit the reviews described in paragraph (d) below. Upon completion of the staff-level Sketch Plan Review, either party may request that the General Development Plan be brought before a work session of the City Council and/or HRA. (b) Financial Feasibilitv. The Developer will provide to the HRA a financial feasibility analysis of the Project, including a detailed sources and uses of all funding and all expenditures expected for the construction of the Project and a Project pro forma by January 22, 2016. The financial feasibility analysis should specify what financing will be obtained for the Project and from what sources and the amount of equity to be contributed to the Project. (c) Market Studv. The Developer will also provide the HRA with a market study for the Project by December 31, 2015. (d) HRA Analysis of Project. Following the receipt from the Developer of the information set forth in Section 1(a) and (b), the HRA's fiscal consultant will conduct a financial analysis of the Developer and the Project. The purpose of the HRA's analysis is to determine the Developer's ability to finance the proposed Project. The analysis will consider such factors as the Developer's capability to arrange for financing, the anticipated level of assistance available to the Project from the HRA or other sources, and the Developer's ability to provide equity to the Project. (e) Acquisition of HRA Properties. The HRA currently owns 16 properties and is in the process of acquiring an additional property in the Project Area. The properties that are owned by the HRA are hereinafter referred to as the "HRA Property." The HRA understands that in order for the Project to proceed, the Developer must purchase the HRA Property. The Developer understands that the HRA Property will have special assessments levied against it in 2014 which the Developer will be expected to pay as part of the purchase price of the HRA Property. The amount of the special assessments to be levied against the HRA Property is $780,000. (� Private Properties. The remaining properties in the Project Area are owned by private parties. In order for the Project to proceed, the Developer must purchase all of the Project Area. The Developer will provide the HRA with a detailed plan to obtain the remaining private properties by November 10, 2015. (g) Purchase Agreement. On or before February 1, 2016, the parties will attempt in good faith to negotiate the terms of a purchase agreement (the "Purchase Agreement"), which will provide the terms and conditions necessary for the HRA to convey the HRA Property to the Developer. The conveyance of the 2 HRA Property to the Developer is solely within the discretion of the Board of the HRA. The Board of the HRA must hold a duly noticed public hearing before determining whether to convey the HRA Property to the Developer. The HRA will not convey the HRA Property to the Developer unless the Developer has entered into agreements to purchase all of the remaining private properties in the Project Area needed for the Project. (h) Contract Negotiation. On or before February 1, 2016, the parties will attempt in good faith to negotiate the terms of a contract for private development (the "Contract") which will provide the nature and timing of the private improvements to be constructed, the form, the amount and conditions of any economic assistance to be provided by the HRA in aid of the Project. The Contract will contain such additional terms as either party believes are necessary for the transaction. (i) Right of Entry. The HRA and the Developer will enter into an agreement providing the Developer with the right to enter the HRA Properties so that the Developer may determine if the HRA Properties are suitable for the Developer's intended uses. 2. Undertakin�by Developer. During the term of this Agreement, the Developer will undertake all of the activities necessary, in the Developer's discretion, to accomplish the activities described in paragraph 1 required to be performed by the Developer. 3. HRA's Undertakin�and Agreement. (a) The HRA agrees to cooperate with the Developer in the Developer's undertakings, agrees to utilize its best efforts, subject to the Developer's performance, to accomplish the activities described in paragraph 1 above, which includes an analysis of the financial feasibility of the Project and the nature, area, and financial implications of any tax increment district which might be established. (b) The HRA further agrees that during the term of this Agreement the HRA will not: (i) provide or enter into an agreement for development or the provision of financial assistance to any third party in connection with any proposed development of the HRA Property, (ii) solicit proposals from any third party or respond to offers regarding any proposed .sale or development of the HRA Property, or (iii) sell or encumber the HRA Property. It is the intention of this provision that, during the term of this Agreement, the Developer shall have the exclusive right to negotiate the acquisition of and to acquire the HRA Property. 4. Term. This Agreement is effective from the date hereof through May l, 2016, unless extended with approval of the HRA's Board of Commissioners, provided, in the event either party, 3 after consultation with the other party, determines in good faith that the other party is not diligently pursuing the Project or its obligations hereunder; or the Developer determines, in good faith, that the Project is not feasible, such determining party may terminate this Agreement upon thirty days written notice to the other. The HRA may also terminate this Agreement for failure of the Developer to provide additional funds pursuant to Section 5 below. The parties each waive any claim or cause of action that they may have against the other party based upon the termination of this Agreement by such other party. The parties may, by mutual written agreement, extend this Agreement for such further periods as determined to be appropriate from time to time. 5. Administrative Costs of HRA. The Developer agrees and understands that it is responsible for and will pay to the HRA all out-of-pocket costs incurred by the HRA (including reasonable staff time, attorney and fiscal consultant fees) in the negotiation and preparation of this Agreement and other documents and agreements in connection with the activities and the Project contemplated hereunder (collectively, the "Administrative Costs"), in an amount not to exceed $25,000. Administrative Costs shall be evidenced by invoices, statements or other reasonable written evidence of the costs incurred by the HRA. With the execution of this Agreement,the Developer will deliver a deposit to the HRA in the amount of $15,000 (the "Deposit") to pay Administrative Costs. At any time the Deposit drops below$5,000,the Developer shall replenish the deposit to the full $15,000 within 30 days after receipt of written notice thereof from the HRA. The HRA shall provide invoices to the Developer for all payments deducted from the Deposit. At any time the Deposit is insufficient to pay invoices related to the Project, the HRA will ask for additional Deposits from the Developer. If the additional Deposit is not made within 30 days following the date of such request, the HRA may elect to either suspend its performance under this Agreement or terminate this Agreement. Such suspension or termination will be effective on the date it is given in writing, or on such later date specified in the notification. Any unexpended or unencumbered portion of the Deposit shall be returned to the Developer upon the expiration or termination of this Agreement. 6. Termination of A�reement: This Agreement may be terminated upon five (5) days written notice by a party to the other party if: (a) in the respective sole discretion of any party, an impasse has been reached in the negotiation or implementation of any material term or the completion or execution of any material condition of this Agreement or the contract for private development; or (b) a party fails to perform any of its obligations under this Agreement. 7. Exclusive Development Rights. During the term of this Agreement, the HRA agrees that they will not negotiate or contract with any other party concerning the sale or development of the Development Property. The Developer shall not assign or transfer its rights under this Agreement in full or in part without the prior written consent of the HRA. 4 8. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties relative to the proposed Project. Unless specifically described herein, no obligation shall be inferred or construed. (b) Redevelopment of the HRA Property will be in accordance with a contract for private development or other agreements which the parties shall, in good faith, attempt to negotiate during the term of this Agreement. (c) The Developer understands that further and separate action, for which no obligation is created hereunder, will be required before the HRA or the Developer is obligated to take various actions with respect to the Project. Those actions may include,without limitation: 1) Public Hearing before the Board of the HRA prior to conveyance of HRA Property; 2) A modification of the existing tax increment project plan and existing tax increment district, if necessary, and/or the creation of a new housing tax increment district by the City Council and the Board of the HRA; 3) Zoning and subdivision approvals to the extent any are required; 4) Construction of public improvements to serve the Project; and 5) Negotiation of and approval of a contract for private development (d) The Developer further understands that many of the actions which the HRA or the City may be called upon to take require the reasonable discretion and in some instances the legislative judgment of the HRA or the City, such actions may be made only following established procedures; and HRA may not, by agreement, agree in advance to any specific decision in such matters. (e) Information obtained from the Developer in connection with this analysis will be subject to such confidentiality provisions as are required by the Developer and permitted by law. (� Notice or demand or other communication between or among the Parties shall be sufficiently given if sent by certified or registered mail; postage prepaid, return receipt requested or delivered personally: 5 Cedar Pt IILLC 3033 Excelsior Blvd Suite 215 Minneapolis, MN 55416 Attn: Lori Boisclair Email: Richfield Housing and Redevelopment Authority 6700 Portland Avenue South Richfield, MN 55422 Attn: Steve Devich, Executive Director Email: IN WITNESS WHEREOF, the parties have executed this Agreement effective the date and year first above written. HOUSING AND REDEVELOPMENT Cedar Pt II, LLC AUTHORITY IN AND FOR THE CITY OF a Minnesota limited liability company RICHFIELD, MINNESOTA By: BY� Mary Supple Lori Boisclair Its: Chair Its: Chief Manager By: Steven Devich Its: Executive Director 6 RIGHT OF ENTRY AGREEMENT THIS RIGHT OF ENTRY AGREEMENT(the "Agreement") is made and entered into this 19th day of October, 2015, by and between the Housing and Redevelopment Authority in and for the City of Richfie 1 d, Minnesota, a Minriesota public body corporate and politic ("Owner") and Cedar Pt II, LLC, a Minnesota limited liability company (``Developer"). RECITALS First: the Owner is the fee simple owner of the real estate located at the addresses identified and legally described on the attached Exhibit A("HRA Properties"). Second: The Developer is investigating the possibility of purchasing the HRA Properties for the purpose of redevelopment. Third: The Developer wishes to have its consultants conduct geotechnical testing, and other . related studies on the HRA Properties in order to identify whether the HRA Properties are suitable for the Developer's intended uses. Developer has requested that the Owner grant the Developer, its employees, agents and contractors, the right to enter the HRA Properties to conduct said testing and studies. Fourth: The Developer also desires to secure the consent of the Owner to enter the HRA Properties for the purpose of conducting land surveys of the HRA Properties. Developer has requested that Owner grant its consent to the entry of these additional consultants onto the HRA Properties to conduct their studies. Fifth: It is understood that in executing this agreement, the Owner will not be granting (a) any permanent interest in the HRA Properties to the Developer, or (b) exclusive use or possession of the HRA Properties to the Developer. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual obligations of the parties contained herein, each of them does hereby represent, covenant and agree with the other as follows: 1. Ri�ht of EntrX. Effective upon the date hereof, the Owner hereby grants to the Developer, its agents, employees, contractors and invitees, and such other consultants as the Developer may elect (collectively, "Consultants") the right to enter upon the HRA Properties, for the purpose of carrying out the activities described in the third and fourth recital above (the "Permitted Activities")relative to the Developer's possible purchase of the HRA Properties. 2. Consideration. In consideration for such right of entry, Developer agrees to: (a) Notify the Owner of the date and time that work by the Developer or its Consultants on the HRA Properties will commence under this Agreement, which notice shall be at least three (3) business days prior to doing any work on the HRA Properties in S-1 order to permit the Owner's employees or consultants retained by the Owner to be present during the time any work is being done by the Developer or its Consultants; (b) Secure all appropriate governmental approvals and permits for any work that will occur within public streets adjacent to the HRA Properties; (c) Provide a copy of a11 test results and reports prepared by the Developer's employees or Consultants (except appraisal reports) evaluating the conditions present on the HRA Properties to the Owner as soon as reasonably possible following final completion thereof. (d) Dispose of all solid waste generated during the course of the Developer's sampling activities and other work on the HRA Properties in accordance with applicable federal, state and local laws,rules and regulations. (e) Do the work in the shortest period of time reasonably necessary to complete the Permitted Activities under this Agreement as the Developer, in its sole discretion, shall elect to undertake; (� Use the HRA Properties only for the purposes described herein and not park or store any equipment on the HRA Properties, except during the limited periods of time when the work on the HRA Properties which is contemplated by this Agreement is actually in progress; (g) Do no unnecessary damage to the HRA Properties and restore the HRA Properties to substantially the same condition as the condition in which it was found by the Developer at the time of the Developer's or its Consultants' entry upon the HRA Properties pursuant to this Agreement; (h) The Developer agrees to indemnify, save harmless, and defend the Owner and its officers and employees, from and against any and all claims, actions, damages, liability and expense in connection with personal injury and/or damage to the HRA Properties arising from or out of any occurrence in, upon or at the HRA Properties caused by the act or omission of the Developer or its Consultants in conducting the Permitted Activities on the HRA Properties, except (a) to the extent caused by the negligence, gross negligence, willful misrepresentation or any willful or wanton misconduct by the Owner, its officers, employees, agents or contractors; (b) to the extent caused by a "Pre-Existing Condition" as defined in this paragraph 2; and (c) caused by the acts or omissions of anyone not within the Deveioper's control, including without limitation, the Owner and its officers, employees, agents or contractors. "Pre-Existing Condition" shall mean any condition caused by the existence of hazardous substances or materials in, on, or under the HRA Properties, including without limitation hazardous substances released or discharged into the drainage systems, soils, groundwater, waters or atmosphere, which condition existed as of the date of this Agreement and became known or was otherwise S-2 disclosed or discovered by reason of the Developer's Consultants' entry onto the HRA Properties; . (i) The Developer shall not permit any mechanics', materialmens' or other liens to stand against the HRA Properties or any part thereof for work or materials furnished to the Developer in connection with the right of entry granted pursuant to this Agreement and the Developer agrees to indemnify, defend and hold harmless the Owner from and against the same. (j) The Developer shall ensure that its Consultants or their contractors or invitees which enter the HRA Properties pursuant to this Agreement shall carry insurance during the time any work is done on the HRA Properties in accordance with the following minimum requirements: A. Workers' Compensation Insurance with limits as provided by statute, with all necessary statutory elections to provide coverage for and/or claims made by any person doing work on the�IRA Properties pursuant to this Agreement; B. Employer's liability insurance (often included as coverage (b) in the Workers' Compensation policy)with limits of at least$100,000; C. Comprehensive Auto (and truck) Liability Insurance with minimum combined single limits of$1 million per occurrence; D. Comprehensive General Liability Insurance (including coverage for contractual liability, products and completed operations liability, liability arising out of explosion, or underground related incidents) with minimum combined single limits of $1 million per occurrence. In addition, the Comprehensive General Liability policy shall include the Owner and the Developer as additional insureds with respect to work done on the HRA Properties. (k) If the Developer or its Consultants remove a sample or portion of the HRA Properties for investigation, monitoring or testing or obtains any data or issues any report,it must give the Owner a copy of any data or report. 3. �iration. The right of entry provided under this Agreement will automatically expire on May 1, 2016. 4. Governin�. This Agreement shall be interpreted in accordance with the laws of the state of Minnesota. 5. Notices and Demands. All notices, demands or other communications under this Agreement shall be effective only if made in writing and shall be sufficiently given and deemed given when delivered personally, sent by overnight or same day courier, transmitted by facsimile, or mailed by certified mail,return receipt requested,postage prepaid,properly addressed as follows: S-3 Cedar Pt II, LLC 3033 Excelsior Blvd � Suite 215 Minneapolis, MN 55416 Attn: Lori Boisclair Email: Richfield Housing and Redevelopment Authority 6700 Portland Avenue South Richfield, MN 55422 Attn: Steve Devich, Executive Director Email: Or to such other persons as the parties may from time to time designate in writing and forward to the other persons entitled to receive notice as provided in this section. 6. Amendment. This Agreement may be amended by the parties hereto only by written instrument executed with the same procedures and formality as were followed in the execution of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effective the date and year first above written. HOUSING AND REDEVELOPMENT Cedar Pt II, LLC AUTHORITY IN AND FOR THE CITY OF a Minnesota limited liability company RICHFIELD, MINNESOTA By: By: Mary Supple Lori Boisclair Its: Chair Its: Chief Manager By: Steven Devich Its: Executive Director S-4 EXHIBIT A HRA PROPERTIES ADDRESSES A-1 a . �;• . .. ...'°1"� O �s u�S9 a o � �r�1 '��{„ i' ,� c� . � � � trr, . u� � � �. },t,� cn � +� r� * -y. `�. � o . , �L �� �� � � L i -� , ��"�'�►' �'��; � o' � �C�, , ' � � +— c , � �, tu� ` �!u. ��J �O � k� t;c.�, � -'�..� � '— U I '' y .� '�7,,. � �� �• :.�.. i� �- �� �.� � �, - ''� J '' � � ` � �t. � ( -�l � �r ,�;.1 ,�;� ��� , .t ,��� , ►� �.: It�► � �' ' t �-� = � ;� - � ��' , .�.,r �;► � L� .., , f y..;` ,�' ,►r' t i�'►; � t ,1 . �. ��r'i. -- '� . ��,ry, ` � � " n _. 1 � .�ti�� �� ' �� �S U��9 a �.- � , s '��� . . .;, w.- . , '•��I � �. � ' ��" �..� �'° � � �.���. _ "�r�. }N� � s. -1�- � � _ ��� ` ' �� � - � ; ��� - � .� ., -. . , � — . � , , �..w �!� �;�, ��- . , � �.. , � . ` ` � '��` .�1.�_ �� �=, �� � � ��. �, � � .�.,• , �.� �� , ;� �� � �: i�i�.j '.�' - .: " ; �' �:+: � . , I�: i;�. - ; � � �-'��� ��� .�`' � .. __ �. . 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I�- '�. � P�ef�l�'�ri( y��``�'t'� �'�.�i� ��.';t �' r..t�.��`� '�'�� ,�`,�� '�' � .' . ' ' :,� � �,�� '�� � ' ,. �`' I�,'�`j`r�e�'"�t� :���►�,,� ;h�x �`;=� ,i E.'�r'�i�?��j ��C�'�1''�f�:�,� i � `� ;t. � ��:, ..� �' �* acca�c� �. �;,�,�ac�a� �� _ E ., . ` �,E;;,, �. it_�� �;;'�,~ r'� 9, j ���`, ►`.���,,.'-�.��� at��.;;�E , � � Cedar Point II Housing Redevelopment � Richfield City Limit Future Richfield Parkway (2014) AGENDA ITEM#: 4 REPORT#: 34 STAFF REPORT �r' ' � � � HOUSING AND REDEVELOPMENT 'f �f '��' AUTHORITY MEETING -��� OCTOBER 19, 2015 �: REPORT PREPARED BY: ��N BARTON, COMMUNITY DEVELOPMENT ASSISTANT DIRECTOR Naur,TiTCr: REPORT PRESENTER: ��N BARTON, COMMUNITY DEVELOPME T ASSISTANT DIRECTOR � NAMIs", Ti�zc `\ DEPARTMENT DIRECTOR REVIEW: � �'° .>^"'� !".� ./ SI 'URf ,-� � / , ..-��- ; REVIEWED BY EXECUTNE DIRECTOR: y�,�' ' �� `rr Q , �;` ��1 ' _ ; ..__- ITEM FOR HIZA CONSIDERATION: Consideration of a Resolution approving the Preliminary Development Agreement and Right- of-Entry Agreement between the Richfield Housing and Redevelopment Authority and Inland Partners, LLC for develo ment of the Cedar Point South area. I. RECOMMENDED ACTION: By Motion: 1) Approve the Resolution Approving the Preliminary Development Agreement and Right-of-Entry Agreement between the Richfield Housing and Redevelopment Authority (HRA) and Inland Partners, LLC relating to the proposed development of the Cedar Point South development area, pending HRA attorney approval of the documents; and 2) Authorize execution of both agreements by the Housin and Redevelopment Authorit Chair and Executive Director. II. EXECUTIVE SUMMARY At the September 22, 2015 joint worksession the Housing and Redevelopment Authority (HRA), City Council, and Planning Commission directed staff to draft a Preliminary Development Agreement between the HRA/City and Anderson Companies (d/b/a Inland Partners, LLC) (Developer) for the proposed development of the Cedar Point South area (bounded by 66th Street to the north; 17th Avenue to the west, Cedar Avenue to the east, and 68th Street to the south). 101915-Inland Partners Pre Dev And Right of Entry Agreementsxxx The Preliminary Development Agreement provides for the support and cooperation of the HRA relating to the Developer's efforts to develop a feasible proposal in exchange for the Developer undertaking the activities described in the Preliminary Agreement. The Agreement would also prohibit the HRA from soliciting other proposals or entering into any agreement with a different developer in association with this site. The Right-of-Entry Agreement allows the�Developer to enter the properties for the purpose of conducting land surveys, geotechnical testing, and other related studies. III. BASIS OF RECOMMENDATION A. BACKGROUND . In July of this year, the Developer approached HRA staff expressing interest in developing the Cedar Point South property. • The Developer presented a preliminary concept plan for development of the property to the HRA, City Council and Planning Commission on September 22, 2015. • The Developer will be holding a public neighborhood meeting on October 21, 2015 to garner feedback from residents in the area. Postcards were direct-mailed to residents and information about the meeting was posted on the City's Facebook page and Twitter. • The Preliminary Development Agreement requires the Developer to: o Complete a general development plan for Sketch Plan Review by HRA/City staff no later than January 15, 2016; o Provide the HRA with a financial feasibility analysis of the Project, including sources and uses and a Project pro-forma and a Market Study by February 15, 2016; • The Preliminary Development Agreement states that the HRA: o Agrees to cooperate with the Developer and utilize its best efforts to accomplish the objectives stated above, including possible tax increment financing; o Will not solicit proposals from any third party or respond to offers regarding the proposed sale or development of the FiRA property, will not sell or encumber the HRA property, and will not enter into any agreement for development of the HRA property during the term of the Agreement. . The Preliminary Development Agreement requires both the HRA and Developer to: o Attempt in good faith to negotiate the terms of a purchase agreement for the conveyance of the HRA property to Developer by April 1, 2016; and o Attempt in good faith to negotiate the terms of a contract for private development on or before May 1, 2016. • The City-owned parcels,will be transferred to the HRA in November of this year. B. PoLicY . 2008 Comprehensive Plan: o Maintain a housing supply that meets changing needs while sustaining the integrity of existing neighborhoods; o Maintaining a diversity of housing types and prices ranges. C. CRITICAL TIMING ISSUES . The term of each of the agreements expires on June 30, 2016. . The Preliminary Development Agreement can be terminated by either party upon five (5) days written notice. . The City is scheduled to consider approval of the Preliminary Development Agreement and Right-of-Entry Agreement with Inland Partners, LLC on October 27, 2015. D. FINANCIAL . The Preliminary Development Agreement provides for the reirnbursement of all out-of-pocket administrative costs incurred by the HRA relating to the negotiation and preparation of the Agreement and other documents and agreements in connection with the activities and the prospective development project, as well as reimbursement of nominal staff time in the amount of$2,000. . The development is in an existing Tax Increment Financing (TIF) Redevelopment District. Any financial assistance to the development through TIF would require verification of necessity and approval by the City Council and HRA, E. LEGAL . The HRA attorney drafted the Preliminary Development Agreement. . Eventual redevelopment of the HRA property will be in accordance with a Contract for Private Development or other agreements. . The Preliminary Development Agreement and the Right-of-Entry Agreement must also be approved and executed by the City CounciL . The City Council is scheduled to take action on the Preliminary Development Agreement and the Right-of-Entry Agreement on October 27, 2015. IV. ALTERNATIVE RECOMMENDATION(S� . Do not approve the Preliminary Development Agreement and/or Right-of- Entry Agreement. • Approve the Preliminary Development Agreement and/or Right-of-Entry Agreement with modifications. V. ATTACHMENTS . Resolution . Draft Preliminary Development Agreement. . Right-of-Entry Agreement. • Map of development area. . Prelimina.ry site plan. VI, PRINCIPAL PARTIES EXPECTED AT MEETING . Kent Carlson, Anderson Companies RESOLUTION NO. RESOLUTION APPROVING AGREEMENTS WITH THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND.FOR THE CITY OF RICHFIELD AND INLAND DEVELOPMENT PARTNERS, LLC WHEREAS; the City of Richfield, Minnesota(the "City") is the owner of certain property located within the City (the "Properties") and intends to convey such Properties to the Housing and Redevelopment Authority in and for the City of Richfield,Minnesota(the"Authority")by the end of November 2016; and WHEREAS, Inland Development Partners, LLC, a Minnesota limited liability company(the"Developer") has proposed purchasing the Properties from the Authority for the purpose of developing an approximately 300 unit apartment building thereon(the"Aroject"); and WHEREAS, prior to moving forward with the Project, the Developer has requested that its consultants enter the Properties to conduct geotechnical testing, environmental assessments,.and other related studies and to conduct land surveys of the Properties to determine the suitability of the Properties for the development of the Project;and WHEREAS, the Authority has been presented with a Preliminary Development Agreement {the "Preliminary Development Agreement") proposed to be entered into between the Authority, the City, and the Developer, which sets forth the Developer's intentions and the conditions under which the Developer will undertake the Project; and WHEREAS, the Authority has also been presented with a Right of Entry Agreement(the "Right of Entry Agreement")proposed to be entered into between the Authority,the City, and the Developer,pursuant to which the City and the Authority will allow the Developer and its employees, consultants, agents, and contractors to enter the Properties to conduct the proposed testing and studies;and WHEREAS, the Authority has reviewed the Preliminary Development Agreement and the Right of Entry Agreement and finds that the execution thereof by the Authority and performance of the Autliority'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 Preliminary Development Agreement and the Right of Entry Agreement presented to the Authority 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 Authority Chair and Executive Director; provided that execution of such documents by such officials shall be conclusive evidence of approval. 2. The Authority Chair and Executive Director are hereby authorized to execute the Preliminary Development Agreement and the Right of Entry Agreement on behalf of the Authority and to carry out on behalf of the Autfiority the Authority's obligations thereunder. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th day of October,2015. Mary Supple,Chair ATTEST: Doris Rubenstein, Secretary 469509v1 JAE RC125-348 Third Draft October 13,2015 PRELIMINARY DEVELOPMENT AGREEMENT THIS PRELIMINARY DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this day of , 2015, by and between the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a Minnesota public body corporate and politic ("HRA"), the City of Richfield, Minnesota, a ho ule city and Minnesota public body corporate and politic (the "City"), and Inland D op nt Partners, LLC a Minnesota limited liability company (the"Developer"). RECITALS: First: The Developer and the HRA have bee gage in informal sions regarding the possible development of certain land t identif d by parcel ide t' n number in the attached Exhibit A (the"City Own rty"); Second: The Developer expects to acquire addi property by purchase from third party owners as identified by pa identification n in the attached Exhibit B (the "Additional Property"); the C ed Propert t e Additional Property collectively referred to herein as th ` ent Prope Third: The HRA has established th e A Increment Financing District that includes the ent Property, Fourth: Th oper is posing rede op ent on the Development Property which will consist of an oxi 1 300 unit a ent building (hereinafter the"Project"); Fift �� initia 'ews o� �' oposal, it appears that the Project is potentially f le; hov urthe 'ew and detail are needed; : The parties to co rate in further analyzing the potential and feasibility of the 'ect and are g to roceed with such analysis as described in this Agreement; Seventh. partie cknowledge that the Developer will expend substantial time and effort, and su ntial expense in pursuing the Project; Eighth: The eloper is willing to undertake the activities described in this Agreement only with the reasonable assurance from the HRA that it will support and cooperate with the Developer in its efforts; Ninth: The HRA and the Developer have exeeuted this Agreement to document their understanding with respect to the proposed Project. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual obligations of the 1 468592v3 JAE RC125-348 parties contained herein, each of them does hereby represent, covenant and agree with the other as follows: � 1. Statement of Intent. It is the intention of the parties that during the term of this agreement the following activities will take place: (a) Plan Review and Refinement. The Developer will lete and provide the general development plan, including parking layo d ign, to the City and HRA for review and comment. This submiss' all be made on or before January 15, 2016 as an Application for S Review. This Review involves a staff review of the general deve o ent pla City staff. Following the Sketch Plan Review, the Developer ertake a ditional studies or refinements to the General Develop t Plan for the Proje t are necessary to determine that the plan(i) com with th ity's land use ents; and (ii) provide sufficient detail to e e rev s described in ragraph (d) below. Upon completion of the staff-1 n Review, ther party may request that the General Development Pl brought before a work session of the City Council and/or (b) Financial Feasibilitv. Th will pro to the HRA a financial feasibility analysis of the 'ect, i a d iled sources and uses of all funding and 1 expenditures p d o nstruction of the Project and a Project on or befo ebruary , 2016. The financial feasibility analy ' hould 'fy what fin cing will be obtained for the Project and from wh s and amount of e 't o be contributed to the Project. (c) ket Stu e ' also provide the HRA with a market study for ' ct on ore Fe r � 15, 2016. ,,��,, ,,,��� HRA An 's of '�''"'! . Following the receipt from the Developer of the information forth Section 1(a) and (b), the HRA's fiscal consultant will onduct a fin �ial analysis of the Developer and the Project. The purpose of the 's analy is to determine the Developer's abili.ty to finance the proposed t. Th alysis will consider such factors as the Developer's capability to arra inancing, the anticipated level of assistance available to the Project from t RA or other sources, and the Developer's ability to provide equity to the Pr �ect. (e) Acquisition of City Owned Propertv b�HRA. The City currently owns the City Owned Property, but it is proposed that the HRA will acquire all of the City Owned Property from the City by the end of November 2015. (� Purchase Agreement. On or before April 1, 2016, the parties will attempt in good faith to negotiate the terms of a purchase agreement (the "Purchase Agreement"), which will provide the terms and conditions necessary for the 2 468592v3 JAE RC125-348 HRA to convey the Development Property to the Developer. The conveyance of the Development Property to the Developer is solely within the discretion of the Board of the HRA. The Board of the HRA must hold a duly noticed public hearing before determining whether to convey the Development Property to the Developer. (g) Contract Negotiation. On or before May 1, 2016, the parties will attempt in good faith to negotiate the terms of a contract for private development (the "Contract") which will provide the nature and timing of the pr' e improvements to be constructed, the form, the amount and conditions y nomic assistance to be provided by the HRA in aid of the Project. Contract will contain such additional terms as either party believes are ne sa the transaction. (h) Ri�ht of EntrX. The HRA, the City t Devel will enter into an agreement providing the Developer th th right to en e City Owned Property so that the Developer determi if the City operty is suitable for the Developer's inte e 2. A�reement bv the City. The City, as the current own he properties, sents to the intentions and agreements of the Developer and et forth her e City represents that it fully intends to convey all of the ity roperty the HRA, as described in paragraph 1(e) hereof. 3. Undertakin b �� eve During the te this eement, the oper will undertake all of the activities necessary, in the •eti to accomplish the activities described in par uired erfor e Developer. 4. 's Underta nd A t. (a he HRA es cooperate with the Developer in the Developer's ertakings, rees to utilize its best efforts, subject to the Developer's ance, accomplish the activities described in paragraph 1 above, which inc an lysis of the financial feasibility of the Project and the nature, area, and al implications of any tax increment district which might be establi d. (b) The HRA further agrees that during the term of this Agreement the HRA will not: (i) provide or enter into an agreement for development or the provision of financial assistance to any third party in connection with any proposed development of the City Owned Property, (ii) solicit proposals from any third party or respond to offers regarding any proposed sale or development of the Development Property, or (iii) sell or encumber the Development Property. It is the intention of this provision that, during the term of this Agreement, the 3 468592v3 JAE RC125-348 Developer shall have the exclusive right to negotiate the acquisition of and to acquire the City Owned Property. 5. Term. This Agreement is effective from the date hereof through June 30, 2016, unless extended with approval of the HRA's Board of Commissioners, provided, in the event either party, after consultation with the other party, determines in good faith that the other party is not diligently pursuing the Project or its obligations hereunder; or Developer determines, in good faith, that the Project is not feasible, such determi p may terminate this Agreement upon thirty days written notice to the other. may also terminate this Agreement for failure of the Developer to provide ad ' na s pursuant to Section 6 below. The parties each waive any claim or caus o ction t ey may have against the other party based upon the termination of t re ment by other party. The parties may, by mutual written agreement, ex this Agreement for further periods as determined to be appropriate from time e. 6. Administrative Costs of HRA. The Developer agrees and unde s that it is resp e for and will pay to the HRA all out-of-pocket costs incurred RA (includi 't ut limitation reasonable attorney and fiscal consultant fees) t 'ation and aration of this Agreement � , and other documents and agreemen in co wit e activities and the Project contemplated hereu collectively, ` ' dmini � e Costs"). Administrative Costs shall be evidenc 'ces, statem s or othe easonable written evidence of the costs incurred the H Upon execution 's nt, the D eloper will deliver $2,000 to the HRA for HRA � sts alr ncu tion, the Developer will also deliver a deposit to amo f$5,000 e "Deposit") to pay future Administrative Costs. any time th sit el w $1,000, the Developer shall replenish the deposit to full $5,000 wi 30 da r receipt of written notice thereof from the HRA. The shall provid voice to the Developer for all payments deducted from the Dep At any tim e Deposit is insufficient to pay invoices related to the Project,the HRA k for a ional Deposits from the Developer. If the additional Deposit is not made 'n 30 ys following the date of such request, the HRA may elect to either suspend its ance under this Agreement or terminate this Agreement. Such suspension or ination will be effective on the date it is given in writing, or on such later date specified in the notification. Any unexpended or unencumbered portion of the Deposit shall be returned to the Developer upon the expiration or termination of this Agreement. 7. Termination of A�reement. This Agreement may be terminated upon five (5) days written notice by a party to the other party if: 4 468592v3 JAE RC125-348 (a) in the respective good faith judgment of any party, an impasse has been reached in the negotiation or implementation of any material term or the completion or execution of any material condition of this Agreement or the contract for private development; or (b) a party fails to perform any of its obligations under this Agreement. 8. Exclusive Development Rig;hts. During the term of this Agreement, the HRA agrees that i 1 no egotiate or contract with any other party concerning the sale or developm the City Owned Property. The Developer shall not assign or transfer its rights u thi eement in full or in part without the prior written consent of the HRA. 9. Miscellaneous. (a) This Agreement constitutes the ntir eeme tween the p s relative to the proposed Project. Unless specifical ed erein, no ob gation shall be inferred or construed. (b) Redevelopment of the ent Property b in accordance with a contract for private develo e er agreeme hich the parties shall, in good faith, attempt to negotia durin of t s Agreement. (c) The Dev erstands t further separate action, for which no obligat' is crea ereunder, be required before the HRA or the Developer is o to take rious actions 'th espect to the Project. Those actions may include, t li 'on: eyanc he City d Property by the City to the HRA; 2) Publi ing the Board of the HRA prior to conveyance of City Owned Prop ; modific on of the existing tax increment project plan, if necessary, and/or th ation a new housing tax increment district by the City Council and the Boar RA; 2) Zo ing and subdivision approvals to the extent any are required; 5) Construction of public improvements to serve the Project; and 6) Negotiation of and approval of a contract for private development by the HRA Board. (d) The Developer further understands that many of the actions which the HRA or the City may be called upon to take require the reasonable discretion and in some 5 468592v3 JAE RC125-348 instances the legislative judgment of the HRA or the City, such actions may be made only following established procedures; and HRA may not, by agreement, agree in advance to any specific decision in such matters. (e) Information obtained from the Developer in connection with this analysis will be subject to such confidentiality provisions as are required by the Developer and permitted by law. (� Notice or demand or other communication between or ng the Parties shall be sufficiently given if sent by certified or registered i , stage prepaid, return receipt requested or delivered personally: Inland Development Partners, LLC 20505 Lakeview Avenue Deephaven, MN 55331 Attn: Kent M. Carlson Richfield Housing and Redevelopment 6700 Portland Avenue South Richfield, MN 55422 Attn: Steve Devich, Exec ' ector City of Richfield 6700 Portlan venue South Richfiel 2 Attn: e Devi ity Manage (The inder o� page is intentionally left blank.) 6 468592v3 JAE RC125-348 IN WITNESS WHEREOF, the parties have executed this Agreement effective the date and year first above written. HOUSING AND REDEVELOPMENT INLAND DEVELOPMENT PARTNERS, AUTHORITY IN AND FOR THE CITY OF LLC, a Minnesota limited liability RICHFIELD, MINNESOTA � company By: BY� Mary Supple Its: Chair Its: By: Steven Devich Its: Executive Director CITY OF RICHFIELD, M SOTA By: Debbi el Its: M By: Steven 'ch Its: City Man 7 468592v3 JAE RC125-348 EXHIBIT A CITY OWNED PROPERTY Address Parcel Identi�cation No. 6609 17th Avenue South 26-028-24-41-0078 6601 17th Avenue South 26-028-24-41-0079 6615 17th Avenue South 26-028-24-41-0077 6621 17th Avenue South 26-028-24-41-0076 6627 17th Avenue South 26-028-24-41-0 6633 17th Avenue South 26-028-24-41 � 6639 17th Avenue South 26-028-24 007 6645 17th Avenue South 26-028- -4 072 6620 18th Avenue South 26-0 - -0067 6626 18th Avenue South 2 8-24-4 -0068 6632 18th Avenue South -24-41 69 6638 18th Avenue South 26- - 6644 18th Avenue South 26-028- -0071 6700 18th Avenue Sou 26-028-2 080 6708 18th Avenue Sout 26-028-24-4 6714 18th Avenue South 8-24-41-0 6720 18th Avenue South 2 -41-0 6726 18th Avenue South 28- 84 673218 South 6-028-24 -0085 6738 h Ave outh 6-028-24-41-0086 67 Avenu outh -24-41-0087 670118 en 2 28-24-41-0107 18th e : 6-028-24-41-0106 Av outh 26-028-24-41-0104 6727 venu th 26-028-24-41-0103 673818t enue 26-028-24-41-0086 673918th nue th 26-028-24-41-0101 745 18th A ue South 26-028-24-41-0100 A-1 468592v3 JAE RC125-348 EXHIBIT B ADDITIONAL PROPERTY Address Parcel Identification No. 6715 18t Avenue South 26-028-24-41-0105 6720 Cedar Avenue South 26-028-24-41-0097 6730 Cedar Avenue South 26-028-24-41-0098 6744 Cedar Avenue South 26-028-24-41-0099 q� i ,�;�E�E ,�,�E;,; B-1 468592v3 JAE RC125-348 101215 Second Draft October 12,2015 RIGHT OF ENTRY AGREEMENT THIS RIGHT OF ENTRY AGREEMENT (the "Agreement") is made and entered into this day of , 2015, by and between the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a Minnesota public body corporate and politic ("HRA"),the City of Richfield, Minnesota, a home rule city and Minnesota public body corporate and politic ("City"), and Inland Development Partners, LLC, a Minnesota limited liability company ("Developer"). The HRA and the City are referred to collectively herein as "Owners." RECITALS First: The City is the fee simple owner of the real estate located at the addresses identified by parcel identification number on the attached E�ibit A (the "Properties"). It is the intention of the City to convey all of the Properties to the HRA by the end of November 2015. Second: The HRA intends to acquire all of the Properties from the City by the end of November 2015. Third: The Developer is investigating the possibility of purchasing the Properties for the purpose of redevelopment. Fourth: The Developer wishes to have its consultants conduct geotechnical testing, environmental assessments and other related studies on the Properties in order to identify whether the Properties are suitable for the Developer's intended uses. Developer has requested that the Owners grant the Developer, its employees, agents and contractors, the right to enter the Properties to conduct said testing and studies. Fifth: The Developer also desires to secure the consent of the Owners to enter the Properties for the purpose of conducting land surveys of the Properties. Developer has requested that Owners grant their consent to the entry of these additional consultants onto the Properties to conduct their studies. Sixth: It is understood that in executing this agreement, the Owners will not be granting (a)any permanent interest in the Properties to the Developer, or (b) exclusive use or possession of the Properties to the Developer. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual obligations of the parties contained herein, each of them does hereby represent, covenant and agree with the other as follows: 1 468797v1 JAE RC125-348 1. Right of Entrv. Effective upon the date hereof, the Owners hereby grant to the Developer, its agents, employees, contractors and invitees, and such other consultants as the Developer may elect (collectively, "Consultants") the right to enter upon the Properties, for the purpose of carrying out the activities described in the fourth and fifth recitals above (the "Permitted Activities")relative to the Developer's possible purchase of the Properties. 2. Consideration. In consideration for such right of entry, Developer agrees to: (a) Notify the Owners of the date and time that work by the Developer or its Consultants on the Properties will commence under this Agreement, which notice shall be at least three (3) business days prior to doing any work on the Properties in order to permit the Owners' employees or consultants retained by the Owners to be present during the time any work is being done by the Developer or its Consultants; (b) Secure all appropriate governmental approvals and permits for any work that will occur within public streets adjacent to the Properties; (c) Provide a copy of all test results and reports prepared by the Developer's employees or Consultants (except appraisal reports) evaluating the conditions present on the Properties to the Owners as soon as reasonably possible following final completion thereof. (d) Dispose of all solid waste generated during the course of the Developer's sampling activities and other work on the Properties in accordance with applicable federal, state and local laws,rules and regulations. (e) Do the work in the shortest period of time reasonably necessary to complete the Permitted Activities under this Agreement as the Developer, in its sole discretion, shall elect to undertake; (fl Use the Properties only for the purposes described herein and not park or store any equipment on the Properties, except during the limited periods of time when the work on the Properties which is contemplated by this Agreement is actually in progress; y (g) Do no unnecessary damage to the Properties and restore the Properties to substantially the same condition as the condition in which they were found by the Developer at the time of the Developer's or its Consultants' entry upon the Properties pursuant to this Agreement; (h) The Developer agrees to indemnify, save harmless, and defend the Owners and their officers and employees, from and against any and all claims, actions, damages, liability and expense in connection with personal injury and/or damage to the Properties arising from or out of any occurrence in, upon or at the Properties caused by the act or omission of the Developer or its Consultants in conducting the Permitted Activities on the Properties, except (a) to the extent caused by the 2 468797v1 JAE RC125-348 negligence, gross negligence, willful misrepresentation or any willful or wanton misconduct by the Owners, their officers, employees, agents or contractors; (b) to the extent caused by a "Pre-Existing Condition" as defined in this paragraph 2(h); and (c) caused by the acts or omissions of anyone not within the Developer's control, including without limitation, the Owners and their officers, employees, agents or contractors. "Pre-Existing Condition" shall mean any condition caused by the existence of hazardous substances or materials in, on, or under the Properties, including without limitation hazardous substances released or discharged into the drainage systems, soils, groundwater, waters or atmosphere, which condition existed as of the date of this Agreement and became known or was otherwise disclosed or discovered by reason of the Developer's Consultants' entry onto the Properties; (i) The Developer shall not permit any mechanics', materialmens' or other liens to stand against the Properties or any part thereof for work or materials furnished to the Developer in connection with the right of entry granted pursuant to this Agreement and the Developer agrees to indemnify, defend and hold harmless the Owners from and against the same. . (j) The Developer shall ensure that its Consultants or their contractors or invitees which enter the Properties pursuant to this Agreement shall carry insurance during the time any work is done on the Properties in accordance with the following minimum requirements: A. Workers' Compensation Insurance with limits as provided by statute, with all necessary statutory elections to provide coverage for and/or claims made by any person doing work on the Properties pursuant to this Agreement; B. Employer's liability insurance (often included as coverage (b) in the Workers' Compensation policy)with limits of at least$100,000; C. Comprehensive Auto (and truck) Liability Insurance with minimum combined single limits of$1 million per occurrence; D. Comprehensive General Liability Insurance (including coverage for contractual liability, products and completed operations liability, liability arising out of explosion, or underground related incidents) with minimum combined single limits of $1 million per occurrence. In addition, the Comprehensive General Liability policy shall include the Owners and the Developer as additional insureds with respect to work done on the Properties. (k) If the Developer or its Consultants remove a sample or portion of the Properties for investigation, monitoring or testing or obtains any data or issues any report, it must give the Owners a copy of any data or report. 3 468797v1 JAE RC125-348 3. Expiration. The right of entry provided under this Agreement will automatically expire on June 30, 2016 4. Governin�Law. This Agreement shall be interpreted in accordance with the laws of the state of Minnesota. 5. Notices and Demands. All notices, demands or other communications under this Agreement shall be effective only if made in writing and shall be sufficiently given and deemed given when delivered personally, sent by overnight or same day courier,transmitted by facsimile, or mailed by certified mail, return receipt requested,postage prepaid,properly addressed as follows: Inland Development Partners, LLC 20505 Lakeview Avenue Deephaven, MN 55331 Attn: Kent M. Carlson With a copy to: ` Mary S. Ranum,Esq. Fredrikson&Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis,MN 55402 . Richfield Housing and Redevelopment Authority 6700 Portland Avenue South Richfield, MN 55422 Attn: Steve Devich, Executive Director City of Richfield 6700 Portland Avenue South Richfield, MN 55422 Attn: Steve Devich, City Manager Or to such other persons as the parties may from time to time designate in writing and forward to the other persons entitled to receive notice as provided in this section. 6. Amendment. This Agreement may be amended by the parties hereto only by written instrument executed with the same procedures and formality as were followed in the execution of this Agreement. (The remainder of this page is intentionally left blank.) 4 468797v1 JAE RC125-348 IN WITNESS WHEREOF, the parties have executed this Agreement effective the date and year first above written. HOUSING AND REDEVELOPMENT INLAND DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF PARTNERS, LLC, RICHFIELD, MINNESOTA a Minnesota limited liability company By: By: Mary Supple Its: Chair Its: By: Steven Devich Its: Executive Director CITY OF RICHFIELD, MINNESOTA By: Debbie Goettel Its: Mayor By: Steven Devich Its: City Manager 57106300_2.docx S-1 468797v1 JAE RC125-348 EXHIBIT A PROPERTIES Address Parcel Identi�cation No. 6609 17th Avenue South 26-028-24-41-0078 6601 17th Avenue South 26-028-24-41-0079 6615 17th Avenue South 26-028-24-41-0077 6621 17th Avenue South 26-028-24-41-0076 6627 17th Avenue South 26-028-24-41-0075 6633 17th Avenue South 26-028-24-41-0074 6639 17th Avenue South 26-028-24-41-0073 6645 17th Avenue South 26-028-24-41-0072 6620 18th Avenue South 26-028-24-41-0067 6626 18th Avenue South 26-028-24-41-0068 6632 18th Avenue South 26-028-24-41-0069 6638 18th Avenue South 26-028-24-41-0070 6644 18th Avenue South 26-028-24-41-0071 6700 18th Avenue South 26-028-24-41-0080 6708 18th Avenue South 26-028-24-41-0081 6714 18th Avenue South 26-028-24-41-0082 6720 18th Avenue South 26-028-24-41-0083 6726 18th Avenue South 26-028-24-41-0084 6732 18th Avenue South 26-028-24-41-0085 6738 18th Avenue South 26-028-24-41-0086 6744 18th Avenue South 26-028-24-41-0087 6701 18th Avenue South 26-028-24-41-0107 6709 18th Avenue South 26-028-24-41-0106 6721 18th Avenue South 26-028-24-41-0104 6727 18th Avenue South 26-028-24-41-0103 6739 18th Avenue South 26-028-24-41-0101 6745 18th Avenue South 26-028-24-41-0100 A-1 468797v1 JAE RC125-348 c.2015 Westwood Professional Servlces, Inc. 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'� ' ��'t, �1 � �' - �r �" �'� ����' � anle . �;��.� , ,.��� �, � �. { ; ���� :� � �.�� Co p s �� , � 101215 Second Draft October 12,2015 RIGHT OF ENTRY AGREEMENT THIS RIGHT OF ENTRY AGREEMENT (the "Agreement") is made and entered into this day of , 2015, by and between the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a Minnesota public body corporate and politic ("HR.A"), the City of Richfield, Minnesota, a home rule city and Minnesota public body corporate and politic ("City"), and Inland Development Partners, LLC, a Minnesota limited liability company ("Developer"). The HRA and the City are referred to collectively herein as "Owners." RECITALS First: The City is the fee simple owner of the real estate located at the addresses identified by parcel identification number on the attached E�iibit A (the "Properties"). It is the intention of the City to convey all of the Properties to the HRA by the end of November 2015. Second: The HRA intends to aequire all of the Properties from the City by the end of November 2415. Third: The Developer is investigating the possibility of purchasing the Properties for the purpose of redevelopment. Fourth: The Developer wishes to have its consultants conduct geotechnical testing, environmental assessments and other related studies on the Properties in order to identify whether the Properties are suitable for the Developer's intended uses. Developer has requested that the Owners grant the Developer, its employees, agents and contractors, the right to enter the Properties to conduct said testing and studies. Fifth: The Developer also desires to secure the consent of the Owners to enter the Properties : for the purpose of conducting land surveys of the Properties. Developer has requested that Owners grant their consent to the entry of these additional consultants onto the Properties to conduct their studies. Sixth: It is understood that in executing this agreement, the Owners will not be granting (a)any permanent interest in the Properties to the Developer, or (b) exclusive use or possession of the Properties to the Developer. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual obligations of the parties contained herein, each of them does hereby represent, covenant and agree with the other as follows: 1 468797v1 JAE RC125-348 1. Ri�ht of EntrX. Effective upon the date hereof, the Owners hereby grant to the Developer, its agents, employees, contractors and invitees, and such other consultants as the Developer may elect (collectively, "Consultants") the right to enter upon the Properties, for the purpose of carrying out the activities described in the fourth and fifth recitals above (the "Permitted Activities")relative to the Developer's possible purchase of the Properties. 2. Consideration: In consideration for such right of entry, Developer agrees to: (a) Notify the Owners of the date and time that work by the Developer or its Consultants on the Properties will commence under this Agreement, which notice shall be at least three (3) business days prior to doing any work on the Properties in order to permit the Owners' employees or consultants retained by the Owners to be present during the time any work is being done by the Developer or its Consultants; (b) Secure all appropriate governmental approvals and permits for any work that w'ill occur within public streets adjacent to the Properties; (c) Provide a copy of all test results and reports prepared by the Developer's employees or Consultants (except appraisal reports) evaluating the conditions present on the Properties to the Owners as soon as reasonably possible following final completion thereof. (d) Dispose of all solid waste generated during the course of the Developer's sampling activities and other work on the Properties in accordance with applicable federal, state and local laws,rules and reguiations. (e) Do the work in the shortest period of time reasonably necessary to complete the Permitted Activities under this Agreement as the Developer, in its sole discretion, shall elect to undertake; (fl Use the Properties only for the purposes described herein and not park or store any equipment on the Properties, except during the limited periods of time when the work on the Properties which is contemplated by this Agreement is actually in progress; (g) Do no unnecessary damage to the Properties and restore the Properties to substantially the same condition as the condition in which they were found by the Developer at the time of the Developer's or its Consultants' entry upon the Properties pursuant to this Agreement; (h) The Developer agrees to indemnify, save harmless, and defend the Owners and their officers and employees, from and against any and all claims, actions, damages, liability and expense in connection with personal injury and/or damage to the Properties arising from or out of any occurrence in, upon or at the Properties caused by the act or omission of the Developer or its Consultants in conducting the Permitted Activities on the Properties, except (a) to the extent caused by the 2 468797v1 JAE RC125-348 negligence, gross negligence, willful misrepresentation or any willful or wanton misconduct by the Owners, their officers, employees, agents or contractors; (b) to the extent caused by a "Pre-Existing Condition" as defined in this paragraph 2(h); and (c) caused by the acts or omissions of anyone not within the Developer's control, including without limitation, the Owners and their officers, employees, agents or contractors. "Pre-Existing Condition" shall mean any condition caused by : the existence of hazardous substances or materials in, on, or under the Properties, including without limitation hazardous substances released or discharged into the drainage systems:, soils, groundwater, waters or atmosphere, which condition existed as of the date of this Agreement and became known or was otherwise disclosed or discovered by reason of the Developer's Consultants' entry onto the Properties; (i) The Developer shall not permit any mechanics', materialmens' or other liens to stand against the Properties or any part thereof for work or materials furnished to the Developer in conriection with the right of entry granted pursuant to this Agreement and the Developer agrees to indemnify, defend and hold harmless the Owners from and against the same. (j) The Developer shall ensure that its Consultants or their contractors or invitees which enter the Properties pursuant to this Agreement shall carry insurance during the time any work is done on the Properties in accordance with the following minimum requirements: A. Workers' Compensation Insurance with limits as provided by statute, with all necessary statutory elections to provide coverage for and/or claims made by any person doing work on the Properties pursuant to this Agreement; B. Employer's liability insurance (often included as coverage (b) in the Workers' Compensation policy)with limits of at least$100,000; C. Comprehensive Auto (and truck) Liability Insurance with minimum combined single limits of$1 million per occurrence; D. Comprehensive General Liability Insurance (including coverage for contractual liability, products and completed operations liability, liability arising out of explosion, or underground related incidents) with minimum combined single. limits of $1 million per occurrence. In addition, the Comprehensive General Liability policy shall include the Owners and the Developer. as additional insureds � with respect to work done on the Properties. (k) If the Developer or its Consultants remove a sample or portion of the Properties for investigation, monitoring or testing or obtains any data or issues any report, it must give the Owners a copy of any data or report. 3 468797v1 JAE RC125-348 3. Expiration. The right of entry provided under this Agreement will automatically expire on June 30, 2016 4. Govern'ing Law. This Agreement shall be interpreted in accordance with the laws of the state of Minnesota. 5. Notices and Demands. All notices, demands or other communications under this Agreement shall be effective only if made in writing and shall be sufficientl� given and deemed given when delivered personally, sent by overnight or same day courier,transmitted by facsimile, or . mailed by certified mai�,return receipt requested,postage prepaid,properly addressed as follows: Inland Development Partners,LLC 20505 Lakeview Avenue Deephaven, MN 55331 Attn: Kent M: Carlson With a copy to: Mary S. Ranum,Esq. Fredrikson&Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis,MN 55402 Richfield Housing and Redevelopment Authority 6700 Portland Avenue South Richfield, MN 55422 Attn: Steve Devich, Executive Director City of Richfield 6700 Portland Avenue South Richfield, MN 55422 Attn: Steve Devich, City Manager Or to such otfier persons as the parties may from time to time designate in writing and forward to the other persons entitled to receive notice as provided in this section. 6. Amendrnent. This Agreement may be amended by the parties hereto only by written instrument executed with the same procedures and fortnality as were followed in the execution of this Agreement. (The remainder of this page is intentionally left blank.) 4 468797v1 JAE RC125-348 IN WITNESS WHEREOF, the parties have executed this Agreement effective the date and year first above written. HOUSING AND REDEVELOPMENT INLAND DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF PARTNERS, LLC, RICHFIELD, MINNESOTA a Minnesota limited liability company By: By: Mary Supple Its: Chair Its: , By: Steven Devich Its: Executive Director CITY OF RICHFIELD, MINNESOTA By: Debbie Goettel Its: Mayor By: Steven Devich Its: City Manager 57106300_2.docx S-1 468797v1 JAE RC125-348 EXHIBIT A PROPERTIES Address Parcel Identi�cation No. 6609 17th Avenue South 26-028-24-41-0078 6601 17th Avenue South 26-028-24-41-0079 6615 17th Avenue South 26-028-24-41-0077 6621 17th Avenue South 26-028-24-41-0076 6627 17th Avenue South 26-028-24-41-0075 6633 i7th Avenue South 26-028-24-41-0074 6639 17th Avenue South 26-028-24-41-0073 6645 17th Avenue South 26-028-24-41-0072 . 6620 18th Avenue South 26-028-24-4�-0067 6626 18th Avenue South 26-028-24-41-0068 6632 18th Avenue South 26-028-24-41-0069 6638 18th Avenue South 26-028-24-41-0070 6644 18th Avenue South 26-028-24-41-0071 6700 18th Avenue South 26-028-24-41-0080 6708 18th Averiue South 26-028-24-41-0081 6714 18th Avenue South 26-028-24-41-0082 6720 18th Avenue South 26-028-24-41-0083 6726 18th Avenue South 26-028-24-41-0084 6732 18th Avenue South 26-028-24-41-0085 6738 18th Avenue South 26-028-24-41-0086 6744 18th Avenue South 26-028-24-41-0087 6701 18th Avenue South 26-028-24-41-0107 6709 18th Avenue South 26-028-24-41-0106 6721 18th Avenue South 26-028-24-41-0104 6727 18th Avenue South 26-028-24-41-0103 6739 18th Avenue South 26-028-24-41-0101 6745 18th Avenue South 26-028-24-41-0100 A-1 468797v1 JAE RC125-348 _ ,�_ �w�.., , __ _ _ ,...,.�,...;< � � �r �:: .:� , � S ITE P LA N � . ,� � � � �:� � � , �,�� ,. 0 10 0 ., ;; north � , . _ �' � ''� �` SITE DATA � �� �. �. � �,��� . ��. � . �� � � � � � �� � � .� � �, :r_ ;,.,� TOTAL U N ITS 299 t -�:� � � - � .. . � : � -- � "R , Y„ ,,. ;,�; __ — _ ., - . , , .•. . _._.. . . - ` �.�� , � �A�°���� ��QUIRED 449 ; . . ._ i� � � � � ___ _. .---____ . � � . � � j �� PARKING PROVIDED � � •�. 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