10-19-98 agendaCITY OF RICHFIELD
MONDAY, OCTOBER 19, 1998
HOUSING AND REDEVELOPMENT AUTHORITY MEETING
RICHFIELD CITY HALL
COUNCIL CHAMBERS
7 P.M.
AGENDA
APPROVAL OF MINUTES OF REGULAR HRA MEETING OF SEPTEMBER 21, 1998
1. OATH OF OFFICE TO HRA COMMISSIONER MIKE SANDAHL
2. OPPORTUNITY FOR CITIZENS TO ADDRESS THE HRA ON ITEMS NOT ON
THE AGENDA
3. CONSIDERATION OF RESOLUTION APPROVING CONTRACT FOR PRIVATE
DEVELOPMENT WITH CSM PROPERTIES, INC.; INTERCHANGE WEST
HRA LETTER NO. 60
• 4. CONSIDERATION OF PROSPECTIVE DEVELOPERS OF PROPERTY
BOUNDED BY 76TH AND 77TH STREETS BETWEEN ALDRICH AND
GARFIELD AVENUES
HRA LETTER NO. 61
5. PUBLIC HEARING AND CONSIDERATION OF RESOLUTION AUTHORIZING
SALE OF 7532 GIRARD AVENUE TO KARLA K. DAGNAULT AND 7615
NICOLLET AVENUE TO MAHONEY CONSTRUCTION FOR RESIDENTIAL
DEVELOPMENT
HRA LETTER NO. 62
6. PUBLIC HEARING AND CONSIDERATION OF RESOLUTION REGARDING
SALE OF 7520 PORTLAND AVENUE
HRA LETTER NO. 63
7. CONSIDERATION OF RESOLUTION AUTHORIZING PURCHASE OF 6228
PLEASANT, 6833 PENN AND 6855 PENN AVENUES UNDER RICHFIELD
REDISCOVERED PROGRAM
HRA LETTER NO. 64
8. CONSIDERATION OF RESOLUTION AUTHORIZING ISSUANCE OF
CERTIFICATE OF COMPLETION TO KEY LAND HOMES, INC. FOR 6921-12TH
AVENUE; RICHFIELD REDISCOVERED
HRA LETTER NO. 65
9. CONSIDERATION OF RESOLUTION AUTHORIZING TEMPORARY
EASEMENT ON HRA-OWNED PROPERTY FOR GRAMERCY SENIOR
COOPERATIVE HOUSING PROJECT
HRA LETTER NO. 66
10. CONSIDERATION OF APPROVAL OF CONTRACT WITH HENNEPIN COUNTY
FOR $100,000 HOME FUNDS TO PURCHASE AND REHABILITATE ONE
HOME IN RICHFIELD IN COOPERATION WITH CORNERSTONE ADVOCACY
SERVICES
HRA LETTER NO. 67
11. CONSIDERATION OF RESOLUTION REGARDING PROPOSED APPROVAL
OF MODIFICATION TO RICHFIELD REDEVELOPMENT PROJECT AREA
REDEVELOPMENT PLAN AND INTERSTATE-LYNDALE-NICOLLET TAX
INCREMENT FINANCING PLAN
HRA LETTER NO. 68
12. CONSIDERATION OF POTENTIAL ELEMENTS WITH RYAN COMPANIES TO
REDEVELOP PROPERTY IN CEDAR AVENUE CORRIDOR (AIRPORT
MITIGATION AREA)
HRA LETTER NO. 69
13. CONSIDERATION OF GRANTING UTILITY EASEMENT RUNNING IN FAVOR
OF CANDLEWOOD HOTEL COMPANY
HRA LETTER NO. 70
14. EXECUTIVE DIRECTOR REPORT
15. 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
ADMINISTRATIVE SERVICES DIRECTOR AT 861-9702.
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 70
Agenda October 19, 1998
Issue Statement:
Granting of a utility easement running in favor of Candlewood Hotel Company.
Background:
Candlewood Hotel Company is completing construction of their facility. Candlewood
has no provision for access to sewer and water. "Stubs" for these utilities were installed
in 77th Street at the time 77th Street was constructed. However, when the plans for
Candlewood were reviewed by staff, Candlewood had proposed connecting to the
utilities in 78th Street. Staff suggested it would probably be desirable to connect to 77th
Street. The decision was theirs to make. Recently Candlewood realized they had not
resolved this issue. They have now requested an easement across the western edge
of the restaurant parcel to provide for utility connects to the "stubs" noted above. The
easement of approximately 20 ft. in width would be located in the area proposed for
restaurant parking. Candlewood would be responsible for maintenance of their utility
lines and also for restoration of the surface area should maintenance be necessary
once the utilities are installed.
Recommended Motion:
Adopt a motion approving a utility easement across the western edge of the restaurant
site in favor of Candlewood Hotel Company.
Basis of Recommendation:
1. Candlewood needs access to sewer and water.
2. The "stubs" are available in the 77th Street right-of-way.
3. The easement would not interfere with the development of the restaurant site.
Alternative Recommendation:
1. Refuse to grant the easement.
2. Delay action on the request.
Discussion/Decision Mode:
It would be timely for Candlewood to receive the easement at the October 19 meeting
as they are planning to open in November and will also be closing on their financing
soon.
Respectfully submitted,
James f. Prosser
Executive Director
JDP:cak
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 69
Agenda October 19, 1998
Issue Statement:
Potential elements of an agreement with the Ryan Companies to redevelop property in
the Cedar Avenue Corridor (airport mitigation area).
Background:
The Metropolitan Airports Commission (MAC) has proposed the expansion of MSP
airport by adding a new North-South Runway (17-35). In order to accommodate this
development MAC has also proposed a new upgraded interchange at 66th Street and
TH77.
The new runway will result in substantial increases in low frequency noise to the area in
Richfield several blocks west of TH77. The City has developed a mitigation plan to
eventually remove the single family homes and older commercial buildings and
apartments in the area and replace them with land uses and buildings more suitable for
a location so close to the new runway. However, this plan is general in nature and
does not have specific parcel density and building layout recommendations. The Ryan
Companies have expressed an interest in working with Richfield to implement these
long range plans. Ryan's involvement can also assist the City in preparing detailed
• plans for the area so that improvements like the new interchange can be designed to
accommodate Richfield's needs as well as MAC's.
Recommended Motion:
No motion is recommended at this time. Staff is seeking reaction to the elements that
may be included in the agreement.
Basis of Recommendation:
None.
Alternative Recommendation:
None.
Discussion/Decision Mode:
The key elements of a proposed agreement with the HRA and the Ryan Companies
could be as follows:
Exclusivity for Ryan: Should Ryan be given an exclusive right to develop the area?
(There is no intent to exclude other developers from the area. However, the
exclusive would mean that Ryan would be given the right to match the proposal of
other developers.)
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2. Exclusivity Exceptions: Should Ryan have the Right of First Offer before other
developers could build in the area?
3. Richfield Obligations: What implementation steps including tax increment financing
and environmental cleanup will the HRA commit to?
4. Geographic Area: What geographic area should be included in an agreement?
5. Development of Entire Area: How can the City make sure that Ryan or other
developers redevelop all parcels in the area, not just the prime sites near access
points?
6. Housing Replacement: How can the City assure that replacement housing is
constructed?
Staff is formulating the specifics related to these issues. Any initial guidance by the
HRA relative to these issues would be welcomed by staff. It is hoped that a tentative
agreement can be brought before the HRA at its November meeting.
Respec Ily submitted,
Jam D. Prosser
Executive Director
JDP:cak
40
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 68
Agenda October 19, 1998
Issue Statement:
Consideration of a resolution regarding proposed approval of the Modification to the
Richfield Redevelopment Project Area Redevelopment Plan (Redevelopment Plan) and
Interstate-Lyndale-Nicollet Tax Increment Financing Plan (ILN TIF Plan).
Background:
In accordance with the 1985 ILN Tax Increment Financing Plan, the City of Richfield
issued and sold $18,675,000 in General Obligation Temporary Redevelopment Bonds,
Series 1988, to finance certain redevelopment project costs in the ILN redevelopment -
project area. As some of the anticipated projects did not proceed forward, a portion of
the bonds were redeemed and paid in 1988. The City then issued $1,900,000 General
Obligation Redevelopment Bonds, Series 1988A, to permanently fund the then
anticipated costs in the ILN area. At that time, the costs were related to public
improvements, land acquisition and issuance costs.
Currently, approximately $1,000,000 of bond proceeds remain in the fund. This figure
includes estimated interest earnings. Due to the regulations for tax exempt bonds and
the tax increment nature of the bond issue, the proceeds may only be expended on
public improvements which are identified in a tax increment financing plan. Since the
ILN project area and TIF district were established prior to 1990, these proceeds may
also be expended outside of the ILN TIF District.
. The proposed modification to the Redevelopment Plan and ILN TIF Plan contemplates
a budget modification to authorize the expenditure of the remaining bond proceeds for
eligible public improvements anywhere within the Richfield Redevelopment project
area. Currently, it is proposed that a portion of the proceeds be used for the City's
portion of the 66th Street and 1-35W bridge design expenses as well as public
improvements involved with the future widening of Lyndale Avenue between 76th and
77th Street. The budget is also being clarified and updated for expenditure activity
associated with the Shops at Lyndale, Meridian Crossings, and Candlewood Hotel
project.
Please note that the proposed Plan modification neither changes the boundary of the
redevelopment project area nor the tax increment district. It only identifies tax
increment budget expenditure activity. The ILN tax increment district will still expire in
the year 2011.
The proposed plans, as modified are attached for review. The modifications are short
and concise and do not include many pages.
Recommended Motion:
Adopt the attached resolution which approves a modification to Redevelopment Plan
and ILN Tax Increment Financing Plan, subject to a finding by the Planning
Commission as to its conformance with the Comprehensive Plan; and request the City
Council to hold a public hearing and approve the modified Redevelopment Plan and
Tax Increment Financing Plan.
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Basis of Recommendation:
1. In 1988, the City issued $1,900;000 General Obligation Redevelopment Bonds,
Series 1988A, to permanently fund anticipated project costs in the ILN.
2. Currently, approximately $1,000,000 of the bond proceeds and estimated interest
earnings remain unspent.
3. As the bond proceeds are tax exempt and considered tax increment revenue, they
must be expended on qualified costs related to public improvements.
4. Public improvement uses for the bond proceeds have been identified; sources and
uses of other ILN tax increment from existing redevelopment projects have been
clarified.
.5. Legal counsel has provided the HRA with its opinion on the use of the bonds
proceeds and has reviewed the modified plans.
6. The proposed modification to the Redevelopment Plan and Tax Increment Plan
meet the requirements of state law and established procedures within Richfield.
7. The approval of the plan documents will make it possible to access the unspent
bond proceeds for planned public improvements within the boundaries of the
Richfield Redevelopment project area.
Alternative Recommendation:
1. Do not approve the modification to the Redevelopment Plan and ILN TIF Plan.
2. Delay approval of the modification to the Redevelopment Plan and ILN TIF Plan.
3. Seek alternatives to the proposed use of tax exempt bond proceeds.
Discussion/Decision Mode:
HRA approval on October 19, 1998 would permit Planning Commission review on
October 27, 1998, and the public hearing and City Council consideration on November
9, 1998. It is anticipated that in February 1999, the tax exempt bonds proceeds be
released to the Minnesota Department of Transportation for the bridge design work at
66th Street and I-35W.
Respectfully submitted,
Jam D. Prosser
Executive Director
JDP:cak
0
HRA RESOLUTION NO.
40 RESOLUTION MODIFYING THE INTERSTATE-LYNDALE-NICOLLET
(ILN) TAX INCREMENT FINANCING DISTRICT WITHIN THE
RICHFIELD REDEVELOPMENT PROJECT AREA AND ADOPTING
THE MODIFICATION TO THE TAX INCREMENT FINANCING PLAN
RELATED THERETO
WHEREAS, it has been proposed that the Housing and Redevelopment
Authority in and for the City of Richfield (the "HRA") modify the Redevelopment Plan for
the Richfield Redevelopment Project Area and modify the Tax Increment Financing
Plan (collectively, the "Modifications") for the Interstate-Lyndale-Nicollet (ILN) Tax
Increment Financing District, to clarify the budgets and to expand the budget to
authorize expenditures for public improvements, all pursuant to and in conformity with
existing law, including Minnesota Statutes, Sections 469.001 through 469.047, and
Sections 469.174 to 469.179, inclusive, as amended, all as reflected in the
Modifications and presented for the HRA's consideration; and
WHEREAS, the HRA has investigated the facts relating to the Modifications and
has caused the Modifications to be prepared; and
WHEREAS, the proposed developments as described in the Modifications, in the
opinion of the HRA, would not reasonably be expected to occur solely through private
investment within the reasonable foreseeable future and, therefore, the use of tax
increment financing is deemed necessary; and
WHEREAS, the HRA has performed or will perform all actions required by law to
be performed prior to the adoption of the Modifications, but not limited to, notification of
Hennepin County and School District No. 280 having taxing jurisdiction over the
property included in the Districts, a request for review of and written comment on the
Modifications by the City Planning Commission, and a request that the City Council
schedule a public hearing on the Modifications upon published notice as required by
law.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority in and for the City of Richfield, Minnesota as follows:
1. The HRA is not modifying the boundaries of the ILN Tax Increment
Financing District.
2. The HRA reaffirms the findings previously made with respect to the ILN
Tax Increment Financing District.
3. Conditioned upon the approval thereof by the City Council following its
public hearing thereon, the Modifications, as presented to the HRA on this date, are
hereby approved and adopted and shall be placed on file in the Community
Development Department at the City.
4. Upon approval of the Modifications by the City Council and the Planning
Commission, the staff, the HRA's advisors and legal counsel are authorized and
directed to proceed with the implementation of the Modifications and for this purpose to
negotiate, draft, prepare and present to the HRA for its consideration all further plans,
resolutions, documents and contracts necessary for this purpose.
5. Upon approval of the Modifications by the City Council, the Executive
Director of the HRA is authorized to forward a copy of the Modifications to the Hennepin
County Auditor and the Minnesota Department of Revenue pursuant to Minnesota
Statutes 469.175, subdivision 2.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota, this 19th day of October, 1998.
Thomas E. Harms, Chair
ATTEST:
Michael Sandahl, Secretary
•
•
•
Draft as of October 14, 1998
Draft for HRA Review
0 1-a - -
MODIFICATION TO THE
TAX INCREMENT FINANCING PLAN
FOR THE
ILN TAX INCREMENT FINANCING DISTRICT
Housing and Redevelopment Authority in and for the City of Richfield
City of Richfield, Minnesota
Hennepin County, Minnesota
0
J
Public Hearing: November 9, 1998
Adoption:
Prepared by:
EHLERS AND ASSOCIATES, INC.
3060 Centre Pointe Drive
Roseville, MN 55113
oil Phone: (651) 697-8500
Fax: (651) 697-8555
TABLE OF CONTENTS
(provided for references purposes only)
MODIFICATION TO THE REDEVELOPMENT PLAN FOR
THE RICHFIELD REDEVELOPMENT PROJECT AREA ........................... Page 1
Introduction .............................................................. Pagel
Statement of Public Purpose ................................................. Page 1
Statutory Authority ........................................................ Page 1
Statement of Goals and Objectives ............................................ Page 1
Estimated Public Costs ..................................................... Page 1
Boundary of the Richfield Project Area, Parcels in Acquisition, and Legal Description .. Page 1
MODIFICATION NO.6 TO TAX INCREMENT FINANCING PLAN
FOR ILN TAX INCREMENT FINANCING DISTINCT .............................. Page 2
Introduction .............................................................. Page 2
Estimated Project Costs .................................................... Page 3
BOUNDARY MAP OF RICHFIELD REDEVELOPMENT PROJECT AREA AND
THE ILN TAX INCREMENT FINANCING DISTINCT ................................ A-1
0
Modification to the Redevelopment Plan for
• the Richfield Redevelopment Project Area
November 9, 1998
Introduction
The following text represents a modification to the Redevelopment Plan for the Richfield Redevelopment
Project Area. The Modified Redevelopment Plan represents a continuation of the goals and objectives set
forth in the original Plan. Generally, the substantive changes to the current include the authority to spend tax
increments generated from the ILN Tax Increment Financing District in the RichfieldRedevelopment Project
Area. For further information, a review of the Redevelopment Plan for Richfield Redevelopment Project
Area dated June 14, 1993 or the most recent Modification to the Redevelopment Plan for the Richfield
Redevelopment Project Area dated June 22, 1998 is recommended.
Statement of Public Purpose
See also the Statement of Public Purpose found in Section B of the Redevelopment Plan for Richfield
Redevelopment Project Area, dated June 14, 1993.
Statutory Authority
See also the Statutory Authority found in Section C of the Redevelopment Plan for the Richfield
Redevelopment Project Area, dated June 14, 1993.
Statement of Goals and Objectives
Additional goals and objectives can be found in Section D of the Redevelopment Plan for Richfield
Redevelopment Project Area, dated June 14, 1993.
Estimated Public Costs
This modification authorizes the HRA to expend tax increment from the ILN Tax Increment Financing
District for qualified activities identified in the budget of the Modification to the ILN Tax Increment
Financing Plan.
Boundary of the Richfield Project Area, Parcels in Acquisition, and Legal Description
The boundary for Richfield Redevelopment Project Area is not ',eing modified.
City of Richfield Modification to the Plan for the ILN Tax Increment Financing District Page 1
Modification No. 6 to Tax Increment Financing Plan
for ILN Tax Increment Financing District
November 9, 1998
•
Introduction
The following text represents a modificationto the Tax Increment Financing Plan for the ILN Tax Increment
Financing District. The Modifications to the ILN Tax Increment Financing Plan represent a continuation
of the goals and objectives set forth in the original Tax Increment Financing Plan. Generally, the substantive
changes to the current Modification include the authority to spend tax increments generated from the ILN
Tax Increment Financing District in the Richfield Redevelopment Project Area on eligible development
costs.
For further information, a review ofthe Redevelopment Plan for RichfieldRedevelopmentProject Area dated
June 14, 1993 and the Tax Increment Financing Plan for the ILN Tax Increment Financing District adopted
October 21, 1985 and modified on November 25, 1985, January 12, 1987, September 18, 1989, May 17,
1993, March 24, 1994 and October 21, 1996 is recommended.
Boundaries of the ILN Tax Increment Financing District
The boundary for ILN Tax Increment Financing District is not being modified.
City of Richfield Modification to the Plan for the ILN Tax Increment Financing District Page 2
17-?
•
1?
Estimated Project Costs
This modification authorizes the HRA to expend tax increment from the ILN Tax Increment Financing District
for qualified activities identified in the budget of any of the Tax Increment Financing Districts and the Richfield
Redevelopment Project Area. The Shops at Lyndale and Meridian Crossing budgets listed below represent an
update to the budget for project activities completed since the original budget was adopted. These budgets also
reflect the maximum qualified costs as certified or to be certified by the developers and which may be paid
through tax increment. Additional information is provided in the Contracts for Private Development by and
between the developers and the HRA. The Candlewood Hotel Project budget reflects an increase in the budget
to authorize additional project expenditures. The Public Improvements budget are dollars that are being
reallocated for public improvements within the ILN Tax Increment Financing District and Richfield
Redevelopment Project Area.
Meridian Candlewood Hotel
Sources of Funds Shops at Lyndale Crossings Project Public Improvements
Tax increment revenue $30,000,000 $52,000,000 $1,300,000 $0
Bond proceeds $0 $0 $1,000,000
Total Sources of Funds $30,000,000 $52,000,000 $1,300,000 $1,000,000
Uses of Funds
Land/building acquisitior
Site imp./prep. costs
Streets and sidewalks
Loan/note int. payments
Administrative costs
Bond deposit
Total Uses of Funds
$15,000,000
$26,000,000
$0
$0
$20,800,000
$5,200,000
$0
$52,000,000
$1,105,000
$65,000
$0
$0
$130,000
$0
$1,300,000
$0
$0
$900,000
$0
$100,000
$0
$1,000,000
$12,000,000
$3,000,000
$30,000,000
City of Richfield Modification to the Plan for the ILN Tax Increment Financing District
Page 3
APPENDIX A
BOUNDARY MAP OF RICHFIELD REDEVELOPMENT PROJECT AREA AND
THE ILN TAX INCREMENT FINANCING DISTRICT
•
•
City of Richfield Modification to the Plan for the ILN Tax Increment Financing District A-1
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HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 67
Agenda October 19, 1998
Issue Statement:
Approval of a contract with Hennepin County for $100,000 in HOME funds to purchase
and rehabilitate one home in Richfield in cooperation with Cornerstone Advocacy
Services.
Background:
Cornerstone Advocacy Services, founded in 1983, provides crisis intervention services
for south Hennepin County. Their present goal is to expand long-term support
programs for single parent households. Cornerstone approached the Richfield HRA in
January to discuss their need for additional transitional housing. In February, the HRA
approved an application to Hennepin County for $236,000 in HOME funds to purchase
and rehabilitate two homes in Richfield on Cornerstone's behalf. Hennepin County
awarded $100,000 towards the project.
Cornerstone's transitional housing program provides up to 24 months of supportive,
transitional housing to clients in order to allow them to live independently. Transitional
housing, coupled with supportive services, allows these families to work towards self-
sufficiency, permanent housing, and stability to remain in the community. At the
present time Cornerstone has 14 units (six single family dwellings and eight apartment
units), including one home in Richfield which has been operational since 1994.
As recipient of the HOME funds, the HRA would sign the contract with Hennepin
. County. An addendum states that Cornerstone agrees to the terms of the Loan
Agreement and will see that the property is professionally managed and that all city
ordinances and codes are maintained.
The site being considered is located at 6600 Oakland Avenue, previously the Hat Trick
Hockey site. Plans would include removing the retail space and its basement, which
would incur the greatest cost. Other improvements will include painting the siding, roof
replacement, and landscaping. Interior improvements will include replacing bathroom
fixtures, miscellaneous electrical repairs, and abandoning the kitchenette in the
basement. The property location is good because of its proximity to two bus lines.
Several efforts were made to sell the Oakland Avenue property to an investor
remodeler. All of the remodelers contacted who had experience purchasing properties
to remodel and sell were no longer pursuing a project of this type. The remodeling
industry has been very strong, and remodelers are not interested in tying up capital. In
addition, the cost of either demolishing the retail space or converting it to living space is
too high for a reasonable return on investment.
Cooperating with Cornerstone provides a much needed housing opportunity, and
provides for funding opportunities to meet the need.
Recommended Motion:
Approve execution of the contract with Hennepin County for $100,000 in HOME funds
to purchase and rehabilitate one home in Richfield in cooperation with Cornerstone
Advocacy Services.
E
Basis of Recommendation:
1. Cornerstone is a valuable service to Richfield. The number of Richfield residents
who have received assistance from Cornerstone during 1997 total 563 (seven men,
295 women and 261 children).
2. Richfield police rely on the services provided by Cornerstone and made 129 direct
referrals to Cornerstone in 1997.
3. Other than in-kind services, no HRA funds have been committed to this project.
4. The HRA's role is to help identify a property, secure funds pass the funds through
to Cornerstone to purchase the house, and provide Remodeling Advisor Services
for rehabilitation advice. The ownership, management, and actual rehabilitation is
the responsibility of Cornerstone.
5. In April 1998, Cornerstone lost one of their single family dwelling units in
Bloomington which they were leasing. Bloomington homes are used to meet
Richfield needs.
6. Homes owned and managed by Cornerstone in Richfield and Bloomington have
been well cared for and are assets in their neighborhoods. Also, ownership by
Cornerstone provides more reliability than leasing.
7. The Planning Commission has reviewed and approved of a conditional use permit
for this property to be used for residential purposes. A memo is being sent to clarify
the proposed use now that Cornerstone has indicated an interest in the property.
• - Alternative Recommendation:
Do not authorize entering into a contract with Hennepin County
Discussion/Decision Mode:
Funds are ready to be released. The HRA will be asked to consider authorization to
sell the property at a future HRA meeting after detailed plans and costs are finalized
and the plans are reviewed with the neighborhood.
submitted,
Respe1D.rosser
James Executive Director
JDP:cak
r?
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 66
Agenda October 19, 1998
Issue Statement:
Consideration of a resolution authorizing a temporary easement on HRA-owned
property for the Gramercy Senior Cooperative Housing Project.
Background:
Gramercy Park Cooperative (Gramercy), developer of the Gramercy Senior Housing
Cooperative and new VFW facility (redevelopment project) at approximately Lake Shore
Drive and Lyndale Avenue, will begin construction of the redevelopment project in
approximately one month. Gramercy has proposed to the City to temporarily close a
public alley known as "Auto Lane" which lies adjacent and immediately north of the site
area. The alley is proposed to be closed for a period of 18 months for demolition and
other construction activities. An alley near the project is necessary for adjacent
property owners to access their properties.
In order to provide for another public alley in the interim period, Gramercy has also
proposed that the HRA grant a temporary easement to the City across certain real
property owned by the HRA adjacent to the project. The term of the temporary
easement for the interim alley would be coterminous with the time period for which the
public alley is actually closed.
The temporary easement and proposed site plan are attached for your review. The
actual location of the temporary alley may vary slightly when construction is completed
when compared to the proposed temporary alley indicated in the attached site plan. A
revised temporary easement may then be prepared and executed to evidence this
change. At this time, the proposed site plan has been reviewed and approved by the
City's Engineering Department.
It should also be noted that the temporary easement would grant the right to cut, trim,
or remove from the easement area any trees, shrubs, or other vegetation which may
reasonably interfere with the easement and provide for earthwork and site storage use.
A provision for site restoration to a pre-temporary alley construction condition is also
included in the easement.
Recommended Motion:
Adopt the attached resolution which approves the temporary easement for the interim
alley across HRA property between the City and HRA.
Basis of Recommendation:
1. Construction activities related to the Gramercy Senior Housing Cooperative project
. require the temporary closure of a public alley known as "Auto Lane".
2. A public alley near the project is necessary for adjacent property owners to access
their properties.
3. A temporary alley is required to be constructed on property adjacent to the project in
order to service property owners.
4. The HRA owns vacant, real property adjacent to the project on which the developer
has proposed the construction of a replacement, temporary alley.
5. A temporary easement is required between the City and HRA in order to facilitate
the replacement of the public alley during the construction period.
6. Legal counsel has reviewed the matter and prepared a temporary easement for
execution by the HRA and City.
7. The City's Engineering Department has reviewed and approved the site plan for the
proposed temporary alley across HRA property.
Alternative Recommendation:
1. Do not approve the temporary easement for the displaced alley.
2. Provide alternative solutions for a temporary alley.
Discussion/Decision Mode:
The HRA's approval of the resolution and temporary easement would provide for the
construction of a temporary public alley near the project so that necessary construction
activities related to the Gramercy project may take place and property owners in the
area requiring access to their property are not displaced or inconvenienced.
Respectfully submitted,
Jam . Prosser
Executive Director
JDP:cak
0
HRA RESOLUTION NO.
0 RESOLUTION AUTHORIZING TEMPORARY EASEMENT
WHEREAS, the City of Richfield, Minnesota (the "City") desires to facilitate the
redevelopment of Lots 19-23, Block 3, Fairwood Shores ("Gramercy Site"); and
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Richfield (the "HRK) is owner in fee simple of Lot 5, Block 3, Fairwood Shores and said
Lot 5 is now vacant; and
WHEREAS, Gramercy Corporation ("Gramercy'), the proposed redeveloper of the
Gramercy Site, has proposed to excavate under the public alley which abuts the
Gramercy Site and is identified as "Auto Lane" within Block 3 in the plat of Fairwood
Shores; and
WHEREAS, Gramercy has also requested that the City close said Auto Lane to
public use for a period of 18 months during demolition and redevelopment activities to be
performed on the Gramercy Site and within said Auto Lane; and
WHEREAS, Gramercy and City have requested that, in order for the City to
accommodate Gramercy's request for closure of the Auto Lane abutting the Gramercy
Site during said 18-month period, the HRA grant a temporary easement to the City across
Lot 5, Block 3, Fairwood Shores for alley purposes to enable the public need for an alley
within Block 3, Fairwood Shores to be served by means of the proposed temporary
easement during the 18-month period during which it is anticipated that the Auto Lane will
be closed.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority in and for the City of Richfield that the Executive Director and Chairperson are
authorized and directed to execute a temporary easement in favor of the City of Richfield
for an 18-month period over Lot 5, Block 3, Fairwood Shores, for public alley purposes.
BE IT FURTHER RESOLVED THAT this resolution shall not take effect until
execution by Gramercy Corporation of an unconditional written commitment to
(1) construct the temporary alley across Lot 5, Block 3, Fairwood Shores, which is
necessary to provide alley access to properties otherwise dependent upon Auto Lane for
alley access, in accordance with specifications established by the City Director of Public
Works, (2) reconstructAuto Lane in accordance with specifications established by the
City Director of Public Works no later than 18 months from the date hereof, and
(3) restore Lot 5, Block 3, Fairwood Shores to substantially the same condition as existed
thereon prior to construction of the temporary alley (or other condition mutually
acceptable to the Executive Director of the HRA and Gramercy Corporation).
0
NOW, THEREFORE BE IT RESOLVED that this Resolution is contingent upon
the agreement of the City of Richfield to indemnify, defend and hold harmless the HRA
from any claims, damages, or causes of action which may be made or claimed against
any of them, its members, employees or agents, as a consequence of the creation of said
alley easement or the construction, operation or maintenance of a public alley thereon.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 19th day of October, 1998.
Thomas E. Harms, Chair
ATTEST:
Michael Sandahl, Secretary
•
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is TEMPORARY EASEMENT
This Agreement is by and between The Housing and Redevelopment Authority in and for
the City of Richfield, a public body corporate and politic, Grantor, and City of Richfield, a
Minnesota municipal corporation, Grantee.
RECITALS
Grantor is the fee owner of Lot 5, Block 3, Fairwood Shores, according to the plat thereof
on file in the Office of the Registrar of Titles for Hennepin County, Minnesota ("Property")
pursuant to Certificate of Title No. 622584.
TERMS OF THE EASEMENT
For good and valuable consideration, the receipt and sufficiency of which is acknowledged
by Grantor, Grantor grants and conveys the following easement ("Easement") to the Grantee:
A 16-foot wide temporary easement for use by the public for alley purposes over,
under, across and through the Property. The centerline of said easement shall be
determined by survey (and this easement amended to confirm the location of the
alley) promptly following completion of construction of the alley across the
Property.
Said temporary easement shall expire eighteen months after the date hereof.
The Easement granted herein shall include the right to cut, trim, or remove from the
Easement such trees, shrubs, or other vegetation as in the Grantee's judgment may reasonably
interfere with the Easement or facilities of the Grantee, its successors or assigns.
The Easement shall include the right of the Grantee, its contractors, agents and employees
to enter upon the Easement at all reasonable times for the purposes of construction, grading,
sloping, and restoration, and all purposes related thereto, as well as the right to deposit earth and
material within the Easement tract and to move, store, and remove equipment and supplies, and to
perform any other work necessary to permit construction, operation and maintenance of a public
alley within the Easement Tract throughout the easement term.
WARRANTY OF TITLE
The Grantor warrants that it is the owner of the Property and has the right, title and
capacity to convey the Easement herein to Grantee.
RESTORATION
Grantee agrees that, prior to the date which is 18 months from the date hereof, it shall
restore the Easement Tract to substantially the same condition as existed on the date hereof (or
RJL-146033
RC125-183
other condition mutually acceptable to the Executive Director of the Grantor and Gramercy
Corporation).
INDEMNITY
Grantee hereby agrees to defend, indemnify and hold harmless Grantor, its members,
employees, and agents from all claims, damages and causes of action which may be made or
claimed against any of them as a consequence of the creation of this easement or the construction,
operation or maintenance of a public alley in the easement.
BINDING EFFECT
The terms and conditions of this instrument shall run with the land and be binding on the
Grantor, its successors and assigns.
Dated this day of October, 1998.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
CITY OF RICHFIELD RICHFIELD
By: By:
Its: Mayor Its:
By:
Its: City Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of October, 1998,
by and , the
Executive Director and Chair of The Housing and Redevelopment Authority in and for the City of
Richfield, a public body corporate and politic under Minnesota law.
•
Notary Public
RJL-146033 2
RC 125-183
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of October, 1998,
by and , the
Mayor and City Manager of the City of Richfield, a public body corporate and politic under
Minnesota law.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Kennedy & Graven, Chartered (RJL)
470 Pillsbury Center
200 South Sixth Street
Minneapolis, MN 55402
•
RJL-146033 3
RC125-183
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 65
Agenda October 19,1998
Issue Statement:
Authorization to issue a Certificate of Completion to Key Land Homes, Inc. for 6921-
12th Avenue; Richfield Rediscovered.
Background:
The HRA authorized development of the above referenced property. The development
agreement provides for the issuance of a Certificate of Completion when construction is
completed. The home has been completed. The builder will request the release of the
Letter of Credit and the Completion Certificate upon completion and closing. Staff is
anticipating this request and wants to respond in a timely manner upon verification of
completion.
Recommended Motion:
Authorize the Chair and Executive Director to execute the Certificate of Completion in
accordance with the attached resolution.
Basis of Recommendation:
1. Construction has been completed and the Inspections Division is prepared to issue
the Certificate of Occupancy.
2. The builder has performed in accordance with construction agreement and will seek
the issuance of Completion Certificate and the release of performance security in
the amount of $33,000.
Alternative Recommendation:
Do not issue Certificate of Completion at this time.
Discussion/Decision Mode:
This matter will be presented at the October 19, 1998 HRA meeting.
Respectfully submitted,
Jame . Prosser
Executive Director
JDP:cak
0
HRA RESOLUTION NO. 1019key
• RESOLUTION AUTHORIZING ISSUANCE OF CERTIFICATE OF COMPLETION FOR
RICHFIELD REDISCOVERED PROPERTY AT 6921-12TH AVENUE
WHEREAS, the Richfield Housing and Redevelopment Authority in and for the
City of Richfield, Minnesota (HRA) entered into contract with Key Land Homes, Inc.;
and
WHEREAS, the new home is located is 6921-12th Avenue; and
WHEREAS, performance security in the amount of $33,000 can be released to
Key Land Homes, Inc.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority in and for the City of Richfield,
1. The Certificate of Completion for 6921-12th Avenue can be issued.
2. The performance security can be released when the Completion
Certificate is issued.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 19th day of October, 1998.
Thomas E. Harms, Chair
ATTEST:
Michael Sandahl, Secretary
is
FORM OF CERTIFICATE OF COMPLETION
i
The undersigned hereby certifies that (Builder) has fully and
completely complied with its obligations under Article IV of that document entitled "Contract for
Private Development", between the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota and (Builder) dated (Date)_, filed
(Date) as Document No. (Number) with respect to construction of
the Improvements at (Address) legally described as (Legal
Description) , in accordance with the approved construction plans and is released
and forever discharged from its obligations to construct under such above-referenced Article.
Dated:
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD
By
Its Chairperson
By
STATE OF MINNESOTA
) SS
COUNTY OF HENNEPIN )
Its Executive Director
The foregoing instrument was acknowledged before me this day of
0_, by
and the Chairperson and 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 behalf of the public body
corporate and politic.
Notary Public
This instrument was drafted by:
The Housing and Redevelopment Authority
in and for the City of Richfield
6700 Portland Avenue South
• Richfield, MN 55423
[H:CdAdmin:Housing:Forrn:Cert-Com]
HOUSING AND REDEVELOPMENT AUTHORITY
• HRA Letter No. 64
Agenda October 19, 1998
Issue Statement:
Adoption of a resolution authorizing the purchase of 6228 Pleasant, 6833 Penn and
6855 Penn Avenues under the Richfield Rediscovered Program.
Background:
Three properties have been identified for purchase under the Richfield Rediscovered
Program. The property at 6228 Pleasant Avenue consists of a small, poorly
constructed house and a single tuck under garage. The layout and structural condition
of the house do not allow for extensive remodeling or an addition. The property's tax
value in 1998 is $77,000; however due to its size and condition, HUD will sell the
property to the HRA for $52,200.
The properties at 6833 Penn and 6855 Penn Avenue are adjacent to each other and
owned by the occupants of 6833 Penn Avenue. The HRA purchased the property at
6601 Logan from this same couple three years ago. Together, the frontage on Penn
Avenue of the parcels is 150 feet wide. The property at 6855 Penn Avenue has been a
source of many calls to Environmental Health because of neglect. Purchasing both
properties would provide the HRA the opportunity to develop attached townhomes. The
property's tax value for 1998 is $191,000. The owners indicated a willingness to sell for
$200,000. The sellers will be required to remove all of their belongings and personal
property.
Recommended Motion:
Adopt the resolution authorizing:
1. The purchase of the properties at 6228 Pleasant Avenue for $52,200 and 6833
Penn and 6855 Penn Avenue for $200,000.
2. The Executive Director and HRA Chairperson to execute Purchase Agreements and
other documents to effectuate the purchases.
Basis of Recommendation:
1. The properties meet program requirements for acquisition.
2. Funding for Richfield Rediscovered acquisitions is available.
3. The owners have voluntarily indicated an interest in selling their properties to the
H RA.
4. Purchase has been negotiated relative to estimated market values.
0
Alternative Recommendation:
Do not authorize acquisitions.
Discussion/Decision Mode:
Purchase agreements are ready to be prepared in final form.
ubmitted,
James y. Prosser
Exec ive Director
JDP:cak
r 1
LJ
0
HRA RESOLUTION NO.
• RESOLUTION AUTHORIZING PURCHASE OF REAL PROPERTY LOCATED AT
6228 PLEASANT AVENUE, 6833 PENN AVENUE AND 6855 PENN AVENUE
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota (HRA) desires to purchase certain real property pursuant to and in
furtherance of the Richfield Rediscovered Redevelopment Project (Project) heretofore
adopted by the City of Richfield (City) and the HRA, said real properties being
described as follows:
6228 Pleasant Avenue: Lot 5 and the south 30 feet of lot 4, Block 1, Kendale
Addition
6833 Penn Avenue: Lot 11, Block 9, Tingdale Bros. Lincoln Hills Addition
6855 Penn Avenue: Lots 10 and 11 Subject to Road, Block 9, Wood Lake
Highlands Addition
WHEREAS, the HRA is authorized by Minnesota Statutes Section 469.012 to
acquire real property within its area of operation; and
WHEREAS, the properties meet all program requirements or acquisition; and
WHEREAS, the HRA has negotiated purchase prices with the owners based on
estimated market values; and
WHEREAS, funds have been provided by the HRA and are available for
acquisition.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority in and for the City of Richfield, Minnesota.
1. The purchase prices are approved as follows:
Address Purchase Price
6228 Pleasant Avenue $52,200
6833 Penn and 6855 Penn Avenue $200,000
2. That the Chairperson and Executive Director are authorized to execute
Purchase Agreements and other documents to effectuate purchases for the amounts
set forth in this resolution.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 19th day of October, 1998.
Thomas E. Harms, Chair
0
ATTEST:
Michael Sandahl, Secretary
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 63
Agenda October 19, 1998
Issue Statement:
Public hearing and consideration of a resolution regarding the sale of 7520 Portland
Avenue.
Background:
The construction project at 7520 Portland Avenue was authorized by the HRA as a
cooperative project with Hennepin Technical College (HTC). The project is completed,
and a sale is anticipated by the end of October.
The selected purchaser is a three member, income qualified family seeking to live in
Richfield that meets the requirements stated in Attachment A. Presently, the family is
renting a townhome in Burnsville. A public hearing and HRA authorization for the sale
of the property are required prior to closing.
The purchaser has applied for an FHA mortgage. The difference between the
estimated market value of $130,000, and the initial purchase price of $110,000
($20,000) is provided by the HRA as a second mortgage. Project costs are covered by
the buyer's down payment and first mortgage.
The second mortgage accomplishes the following:
1. Makes the initial purchase price affordable.
2. Prevents a speculative purchase in which the buyer might benefit from selling
the home quickly.
The HRA will not need to pay any points for mortgage discounting since the buyer will
be able to obtain a reasonable interest rate. The HRA will pay the cost of title
insurance (approximately $225) at closing. After closing, the HTC contract of $104,835
will be paid. These costs have been anticipated in the budget and will be paid from the
proceeds of sale.
If, during final qualifying, the family is found ineligible by the lender, the purchase
agreement is void, and earnest money will be released. At this time, however, the
lender has qualified the purchaser through preliminary processing.
Recommended Motion:
It is recommended that following the public hearing, the HRA adopt the attached
resolution which authorizes the disposition of the HRA owned property at 7520 Portland
Avenue.
Basis of Recommendation:
1. A qualified family has been identified as a purchaser and meets program
requirements.
2. A purchase agreement cannot be processed further by the lender without HRA
authorization of sale.
3. A public hearing notice has been published in the Sun-Current which allows the
HRA to consider the sale at the October meeting.
4. The Planning Commission has determined that the sale for residential purposes is
consistent with the Comprehensive Plan.
5. The house is completely finished. The HRA had an opportunity to inspect the
completed work during an open house that was held on July 20, 1998.
Alternative Recommendation:
Do not adopt the resolution. However, this would cause a delay in the sale of the
property, be confusing to the buyer, and would increase HRA holding costs.
Discussion/Decision Mode:
Authorization of the sale is required at the October 19, 1998 meeting so that the buyer
can finalize mortgage financing for a prompt closing.
Respectful) submitted,
Jam. Prosser
Executive Director
JDP:cak
0
ATTACHMENT A
7520 Portland Avenue
New Home Program Eligibility Requirements
for
Home Buyers
• Have a three to six member family (a family is defined as person related by blood,
marriage or operation of law).
• Be a first-time buyer (or not having owned in three years).
• Have the following maximum annual income depending upon family size:
Family Size Maximum Income
3 $40,750
4 $45,300
5 $48,900
6 $52,550
This income is 80% of the metropolitan area median income -- an accepted CDBG
program income level.
• Have the ability to make monthly payments on a mortgage, down payment and pay
closing costs required of the buyer.
• Agree to be subject to a lien by the HRA for the difference between the initial sales
price and the actual value.
is
HRA RESOLUTION NO.
RESOLUTION AUTHORIZING THE SALE OF REAL PROPERTY LOCATED AT 7520
PORTLAND AVENUE
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota (HRA) owns certain real property located at 7520 Portland
Avenue, legally described as follows; and
The East 165.8 feet of South 75 feet of North 342.8 feet of East 1/2 of Southeast
1/4 of Northeast 1/4 of Southeast 1/4 except road of Section 34 Township 028
Range 24.
WHEREAS, the HRA acquired the property so that Hennepin Technical College
(HTC) could construct a new single family home at 7520 Portland Avenue, to be sold by
the HRA to a moderate income family; and
WHEREAS, the Nguyen family has been identified as qualified purchasers for
7520 Portland Avenue; and
WHEREAS, the conditions of the sale include a total sale price of $130,000; a
lien of $20,000 payable to the HRA; $2,000 earnest money; and the balance from a first
mortgage payable to the lender; and
WHEREAS, the sale of 7520 Portland Avenue may be authorized by the HRA
following a public hearing which considers the disposition of the property; and
WHEREAS, that hearing has been held following proper publication of notice.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority in and for the City of Richfield, Minnesota that the HRA Chairperson and
Executive Director are authorized to execute the purchase agreement and other
required documents so that the disposition of HRA owned property at 7520 Portland
Avenue may occur as presented herein.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 19th day of October, 1998.
Thomas E. Harms, Chair
ATTEST:
•
Michael Sandahl, Secretary
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 62
Agenda October 19, 1998
Issue Statement:
Public hearing and authorization to sell 7532 Girard Avenue to Karla K. Dagnault
and 7615 Nicollet Avenue to Mahoney Construction for residential redevelopment.
Background:
The HRA acquired the properties at 7532 Girard and 7615-Nicollet Avenues under the
Richfield Rediscovered Program. It is proposed that the HRA sell 7532 Girard Avenue
to Karla K. Dagnault.for the development of a new single family home in accordance
with a development agreement. The new home will be a three bedroom, two bath
home with a minimum value of $125,000. The recommended motion requests that the
HRA sell to the future homeowner as the builder. Karla Dagnault would perform as
general contractor in coordinating and financing the project. The buyer's father is a
retired builder who will assist with subcontractor relationships. This request varies from
program guidelines in that Karla Dagnault is not an experienced contractor or home
builder. A similar circumstance occurred in June 1997 and resulted in a successful
home construction.
The property at 7615 Nicollet Avenue was initially authorized for sale in February 1998.
The contract that had been prepared and executed with Tom Ferch has been rescinded
since he is not prepared to build at this time. Another developer, Mahoney
Construction, has been identified and will build the same three unit townhome design
that was viewed by the neighbors and approved by the HRA in February. Each home
will have approximately 1,420 sq. ft. of finished space, an attached double car garage,
and a minimum value of $130,000 each.
Mahoney Construction has successfully built a number of single family homes and
townhomes in the City of Bloomington. Bloomington HRA staff and Inspections staff
have spoken well of the builder and indicate that he is responsible and timely. The
twinhome under construction at 7645 Nicollet Avenue is also being built by Mahoney
Construction.
Recommended Motion:
Following a public hearing, adopt the resolution authorizing the sale of 7532 Girard
Avenue to Karla K. Dagnault and 7615 Nicollet Avenue to Mahoney Construction.
Basis of Recommendation:
1. Karla Dagnault is acting as general contractor with other contractors as specified on
the attached list.
• 2. The buyer's mortgage lender has indicated a preliminary commitment for interim
construction and permanent mortgage financing for Ms. Dagnault on the proposed
house.
3. Mahoney Construction has provided evidence of experience, capability and
financial security.
4. The HRA acquired 7532 Girard and 7615 Nicollet Avenues for the Richfield
Rediscovered Program.
5. The Planning Commission reviewed the development at 7615 Nicollet Avenue in
January and found it in conformity with the Comprehensive Plan. The Planning
Commission and City Council previously approved a conditional use permit (CUP)
for the townhome development.
6. The preliminary plat for 7615 Nicollet Avenue has been prepared and received
comments. Final changes are being made.
7. The terms of the development agreements, except as noted earlier in this letter, are
in conformance with program guidelines.
8. Notice of public hearing on sale of the properties was published on October 7, 1998
in the Sun-Current.
• Alternative Recommendation:
Do not proceed with the development agreement with the recommended
builders/developers and direct staff to find other buyers.
Discussion/Decision Mode:
Closings would occur in October with construction starting soon afterwards. Both sites
have been cleared.
Respectfully submitted,
Jame f. Prosser
Executive Director
JDP:cak
,7
•
•
C7
HRA RESOLUTION NO.
RESOLUTION AUTHORIZING THE SALE OF REAL PROPERTY
LOCATED AT 7532 GIRARD AVENUE TO KARLA K. DAGNAULT
AND 7615 NICOLLET AVENUE TO MAHONEY CONSTRUCTION
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota (HRA) desires to develop certain real property pursuant to and in
furtherance of the Richfield Rediscovered Program adopted by the HRA, said real
property being described as follows:
Address
7532 Girard Avenue
7615 Nicollet Avenue
Legal Description
Lot 9, Block 18
Irwin Shores Addition
Lots 13 and 14, Block 4
A.G. Bogen Company's Nicollet
Avenue Addition
WHEREAS, the HRA is authorized to sell real property within its area of
operation after a public hearing; and
WHEREAS, the purchaser of the described has been identified and a
development agreement negotiated as follows:
Address Sale Price Performance Security Builder
7532 Girard Avenue $27,000 $27,000 Karla K. Dagnault
7615 Nicollet Avenue $60,000 $60,000 Mahoney Construction
WHEREAS, a public hearing has been held after proper public notice.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority in and for the City of Richfield:
1. A public hearing has been held and 7532 Girard Avenue is authorized to be sold for
$27,000 to Karla K. Dagnault, and 7615 Nicollet Avenue is authorized to be sold for
$60,000 to Mahoney Construction.
2. The Chairperson and Executive Director are authorized to execute a contract for
Private Development and other agreements as required to effectuate the sales to
Karla K. Dagnault and Mahoney Construction.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 19th day of October, 1998.
ATTEST:
Michael Sandahl, Secretary
Thomas E. Harms, Chair
7532 Girard Avenue
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HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 61
Agenda October 19, 1998
Issue Statement:
On August 17, 1998, the HRA directed staff to seek prospective developers of property
bounded by 76th and 77th Streets between Aldrich and Garfield Avenues and report
back to the HRA.
Background:
Staff made contact with developers who have performed projects in Richfield or
expressed an interest in redevelopment along Lyndale Avenue between 76th and 77th
Streets. It appears that there is more interest in this area because of the commitment
by the federal government to assist in the expansion of the Lyndale bridge over 1-494
and the success of the Shops at Lyndale. Preliminary concepts were received from
three developers. They are CSM, TOLD, and the Boisclair Corporation.
A summary of the development proposals is included below. Each developer will be
prepared to provide a brief overview of their concept at the October 19 HRA meeting.
CSM
CSM has previously submitted three options;
is Option A: envisions a Marriott extended stay hotel of 98 units and 22,000 sq. ft. of retail
and office space on the west side of Lyndale Avenue.
Option B: includes the above concept for the west side of Lyndale along with 64
townhouse units and 26,000 sq. ft. of office space on the east side.
Option C: is the original proposal which has the extended stay motel and office and
retail space on the west side and 150 senior apartments and 27,000 sq. ft. of office on
the east side.
TOLD
The TOLD company, developer of nearby Meridian Crossings, is interested in the block
east of Lyndale Avenue. They foresee a mixed use development of office and retail
use; a 14,000 sq. ft. one story freestanding retail building on the south half of the block
and a three story office building of 44,400 sq. ft. on the north half of the block.
Boisclair Corporation
The Boisclair Corporation, developer of many housing projects in the metropolitan area,
has evaluated the site and is interested in a mixed unit development of 150 market rate
apartment units and 26,000 sq. ft. of retail use on the two blocks from Lyndale to
Harriet. (The block between Garfield and Harriet has not been previously considered
for redevelopment).
•
Project Comparison
These proposals offer a variety of uses and choices. The tables on the next page
compare the alternatives in terms of land use types and financing methods.
•
West Block: Lyndale to Aldrich between 76th and 77th
Developer Office Space
(Square Feet) Retail Space
(Square Feet)
Hotel Units Tax Increment
Requested
CSM 7,500 14,500 98 Yes
TOLD No Proposal - - -
Boisclair No Proposal - - -
East Block: Lyndale to Garfield between 76th and 77th
Retail Market Senior Town Tax
Office Space Apartment Apartme house Increment
Developer Space (Square Feet) Units nt Units Requested
CSM
Option A No proposal
24 (west Yes
Option B 26,500 0 0 0 of
Garfield)
Option C 26,700 0 0 150 0 Yes
TOLD 44,400 14,000 0 0
*Boisclair 0 26,000 150 0 Yes
(mix of 1 &
2 bedrooms
plus)
The projects have been evaluated in terms of their consistency with the Comprehensive
Plan, the Lyndale Gateway Study, consistency with Comprehensive Plan housing
objectives, and traffic impacts on the neighborhood and arterial streets. The matrix
below contains the comparison.
•
U
•
Non-Financial CSM TOLD Boisclair
Criteria for (remarks
Evaluating the applicable to three
Plans options)
Are land uses Yes - Comp. Plan Yes - Comp. Plan Yes - Comp. Plan
consistent with the shows this area as shows this area as shows this area as
Comp Plan? a planned study a planned study a planned study
area. area. area.
Are land uses Yes - see statement Yes - see statement Yes (see statement
consistent with the from plan below. from plan below. from plan below),
Lyndale Gateway except project
Study? extends all the way
to Harriet Ave.
Does plan achieve Yes because No housing Yes. Plan calls for
housing goals housing provided component. 2,000 high density
but density is units.
moderate not high.
Plan calls for 2,000
high density units.
Degree of traffic West development Only minor impact. Unknown. No site
impact on existing has no impact on Access point off of plan submitted.
neighborhood? residential area. 76th St.
East projects would
impact Garfield.
Degree of traffic West project has Project has major Traffic impact
impact on existing significant impact impact on arterials. should be very light
roadway? on Lyndale. It It proposes on arterials.
depends on mid- removing part of the
block access. East noise wall to allow a
projects have right-in and right-out
virtually no impact on 77th St. There is
on arterial system. also mid-block
access on Lyndale.
From page 17 of The Lyndale Gateway Plan - "Development in the district should be
oriented to a mix of retail/commercial and office uses, with opportunities for some
higher density residential uses in combination with retail or office. The district will
support businesses that serve the neighborhood, as well as those that orient to the
more regional market with specialty stores and services. Within this mix of uses, the
opportunity for joint use of parking is created, allowing a customer to move from store to
store without relying on their car."
0
A cursory examination of the financial feasibility of the concepts indicates that each has
a gap from a TIF perspective.
Staff also surveyed the adjacent block faces to see which kind of physical development
option the residents preferred and if they would prefer to stay or move if development
actually occurred. Staff also talked with two traffic consultants about the ability of the
street and bridge system to accommodate traffic from the new development proposed
for this area. Those two reports are included as Appendix A and B.
Recommended Motion:
Rank the acceptable proposals based on the preferred land uses.
Basis of Recommendation:
Additional analysis is needed before a final determination can be made.
Alternative Recommendation:
1. Reject all concepts.
2. Designate one concept only for further analysis.
Discussion/Decision Mode:
If the HRA ranks the proposals from preferred to least preferred, staff will undertake a
more detailed financial analysis and formulate a strategy for funding any gap for
presentation to the HRA in November.
Respectfully submitted,
Jame f. Prosser
Executive Director
JDP:cak
0
•
Appendix A
South Lyndale Survey Results
Purpose of Survey
In September of 1998, a survey (see attached) was sent to the property owners on the
east side of Garfield and the west side of Aldrich. They were offered the opportunity to
respond to three possible development patterns on the blocks between 76th and 77th
Streets from Aldrich to Garfield. The purpose of the survey was to determine if people
preferred one pattern more than another and if they wanted to stay or move if new
development occurred across the street from them. If people wanted to stay, they were
asked what they wanted to buffer the new use.
The three development patterns that the residents were asked to evaluate were as
follows:
Development Pattern One
Buildings of one to three stories tall are built close to Lyndale Avenue with parking
behind the buildings. The parking would be screened from Aldrich/Garfield Avenue by
a landscaped buffer yard and cars could not access the parking from Aldrich/Garfield
Avenues.
• Development Pattern Two
The same as above, however, cars could access the parking lot from Aldrich/Garfield
Avenues.
Development Pattern Three
Buildings of one to three stories tall are built back from Lyndale Avenue with parking
placed in front of the buildings. The buildings would be close to Aldrich/Garfield
Avenues. There would be a landscaped buffer yard between the street and the back of
the building, and cars could not access the parking lot from Aldrich/Garfield Avenues.
Survey Results
There are seven properties on the Aldrich frontage and seven along the east side of
Garfield. Four of the Aldrich Avenue property owners and five Garfield Avenue property
owners responded to the survey.
Aldrich Results
It appears that Development Pattern One was preferred. Two of the four respondents
liked this scenario. One respondent liked number three and one had no preference.
0 There is no clear preference about staying or moving if development occurs.
If development did occur, people did want a fence in addition to landscaping and
screening of parking lots.
People expressed the following concerns:
• "Losing neighbors on both sides of Aldrich."
• "Single home neighborhoods in Richfield being eaten up for commercial
buildings and high rises, etc."
• "Dust, dirt, noise, sewer work problems especially if a berm, wall and
landscaping were not done first, before excavation."
• "The type of buildings that attract the vandalism crowd."
• "Litter on the street in front of houses."
• "Keeping the big, old trees across the street."
• "Lots of traffic trying to get to those stores or offices, etc., via Aldrich, not
realizing there is no access. That already happens (several cars a day drive
• down and turn around in our driveways, I presume, to get to the shops on
77th."
"Intensification of conflicts between residential and commercial."
• "Getting paid what is the value of my house prior to any neighborhood
changes if the values would be lowered by changes, plus some for cost of
moving. (Would like) insurance against loss of value due to new construction
across street."
Other comments and questions: Respondents took the opportunity to make other
comments. These comments are recited verbatim as received from property owners
along Aldrich Avenue.
Respondent A:
"Inform us about all meetings where we can give input. Also, keep us updated each
time a step forward in the process is made (e.g. approving a concept, selecting a
developer, etc.)"
"Replacing the current businesses with housing will:
• reduce the traffic in that area on Lyndale, which is currently a real problem.
• keep the "neighborhood" feeling.
• reduce the need for large amounts of parking and therefore, the removal of
house on Aldrich."
"The final decision-making body should include a minimum of two residents (from two
households) from the 7600 block of Aldrich who are willing to work with the City of
Richfield concerning redevelopment and who will assist in keeping all residents on the
block informed of changes."
Respondent B:
"Why has there not been a plan to install common storefronts and removing a couple of
buildings for parking space, thus leaving businesses and neighborhoods intact? This
has worked well in other areas."
"How would this project be financed? If with tax increment financing, it is my
understanding Richfield would not benefit from taxes for 20 years."
"How many years would remaining residents have to endure the noise, dust and dirt,
eye sore and sewer work before this project would be completed?
"We have taken great pride in remodeling and maintaining every part and aspect of our
home and yard. If this development materializes and we decide to sell, there is no
doubt our home and those of our neighbors (west side of Aldrich) will be greatly
reduced in value."
"We have serious questions about remaining in Richfield, as we see residents being
squeezed out in the name of "progress."
"One of the most disturbing aspects of all this is the lack of communication with respect
and sensitivity for affected residents. Yes, we did attend meetings re: this issue, but as
usual, opportunity for input seems a sham as decisions are already made. This fosters
a general feeling of mistrust."
Respondent C:
"It would appear that some important considerations have been neglected.
(a) Habitable location is prime purpose of community of Richfield.
(b) Business/Service areas are established in the hope of providing salable commodity
and function in accord with the demands and needs of the resident group. Modern
transportation and communication has extended their scope to other locales.
(c) Expansion of business and service areas at the expense of the prime purpose of
residence with due consideration seems to be at current fault and not acceptable."
Garfield Results
There is no consensus on which development pattern is preferred. Two property
owners had no preference. There were two votes for Pattern One and two for Pattern
Three. Pattern two received no endorsements. (One owner preferred either 1 or 3.
This preference is reflected in the tally above.)
Three of the five respondents on the Garfield frontage said that they would like to move
if redevelopment occurs on the block west of them. (One resident visited the
Community Development office and said that, "Everybody, except for one resident,
would like to move.")
The following concerns were expressed about possible new development:
• "More traffic."
• "Cars blocking my driveway."
• "Multi-story buildings across from our home. Also, would not like all the
noise."
• "Value of home going down in price."
0 • "Crime rate higher."
• "Could not sell house." (by someone who wants to stay.)
Other comments and questions: Respondents took the opportunity to make other
comments and ask questions. These comments and questions are recited verbatim as
received from property owners along Garfield Avenue.
Respondent A
"Keep me informed on all counts."
Respondent B
"Yes, I need to know if I choose to stay, will that bring the value down? Also, will they
relocate me if we have to move? I would like to add that I'm a first time buyer (with low
interest rate) and how would that affect me if I have to relocate?"
49
•
Appendix B
Traffic Issues - South Lyndale
Traffic increases are a major concern about redevelopment of the South Lyndale area.
However, programmed improvements, to the Lyndale bridge over 1-494 should
accommodate additional growth. Recent work by traffic engineers Jim Benshoof and
Tony Heppleman support this conclusion.
The 1996 EAW for the Meridian Crossings development (434,000 gross square feet)
studied the impacts of increased traffic on Lyndale Avenue caused by the new office
development. The Shops at Lyndale development was assumed to be developed. Jim
Benshoof did not assume any other major developments that would affect traffic. He
only assumed the normal increase in background traffic. The table below shows an
improvement in Level of Service at two of the three Lyndale intersections when the
Lyndale bridge improvements are made. Currently the bridge improvements are
scheduled for the year 2001.
Intersection Level of Service
Level of Service Without
Bridge and 77th St.
Intersection Improvements Level of Service After
Bridge and 77th St.
Intersection Improvements
77th and Lyndale D C
494 and Lyndale/south C C
494 and Lyndale/north C B
76th and Girard (35W) B B
Tony Heppleman of BRW was also asked about the traffic implications of new
development in the South Lyndale area. He responded to the development option
by opining that the TOLD concept would create the most traffic but the new bridge
should be able to accommodate it. The other concepts could also be accommodated.
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0
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 60
Agenda October 19, 1998
Issue Statement:
Approval of a contract for private development with CSM Properties, Inc.; Interchange
West.
Background:
CSM, the HRA and staff have been working with the concept of redeveloping an area
bounded by Knox Avenue, 76th Street, Penn Avenue and 78th Street. The residents of
this area have also been involved in this study.
Attached to this letter is a proposed contract which has been under discussion between
staff and representatives of CSM. Representatives of CSM as well as HRA legal
counsel will be at the HRA meeting on October 19 to facilitate review and discussion of
the proposed contract by the HRA.
The following is a summary of the major points/sections of the agreement:
The 11 articles are delineated in the Table of Contents.
Page one is the basic assumptions on which the agreement is based.
Article I is "Definitions". Note especially the definitions for "development", "element",
"minimum improvements, "notes".
The basic concept includes a hotel, office buildings, restaurants, a senior building with
separate office space (basically the concept CSM has presented for South Lyndale east
side of Lyndale Avenue) townhouses and a limited amount of retail space.
CSM would be the redeveloper and be responsible for construction of the project and
its conformance with the contract. CSM would develop some elements of the concept.
They may choose to select other entities (developers) for some of the elements which
they would not develop. For example CSM would not develop the housing element.
The availability of tax increment financing is critical to the undertaking of this project.
Article II is "Representations". These are some basic statements for the HRA and the
redeveloper. It also indicates that the establishment of a TIF district will be considered.
Article 11.5 is a listing of "Preconditions to Acquisition" which must be completed within
60 days of the date of the agreement. This section lays out the conditions which must
be met prior to the HRA purchasing any property on behalf of CSM (CSM is not
precluded from purchasing property directly from owners). If agreement is not reached,
either party may terminate the agreement. Among other things, it requires the
redeveloper to complete a concept plan within 45 days from the date of this agreement
and submit a schedule for the commencement and completion of each element of the
project as well as for the public improvements which would serve the development
within 60 days of the date of this agreement.
Article III addresses "Site Assembly". It is the intent of the parties that the redeveloper
purchase as much of the property directly as is possible. Within 120 days of the date of
this agreement the developer must provide information on the status of items listed (a) -
(h). If the redeveloper and a property owner are unable to agree on price the property
owner may request mediation. If negotiations are not successful the redeveloper may
request the HRA to condemn property. The redeveloper would be required to deposit
with the HRA the estimated cost of all expenses which would be associated with this
undertaking by the HRA. Also the redeveloper must indicate that they have taken all
reasonable steps to purchase the property for which condemnation is being sought.
This article also contains language which would make it possible for either the HRA or
the redeveloper party to terminate the contract.
The last section of this article item (d) references "Reimbursement of Redeveloper's
Expenses" utilizing the tax increment note.
Article IV relates to the "Construction of the Minimum Improvements". The
improvements must be in conformance with the concept plans. It also states the
redeveloper is responsible for the costs related to demolition/site clearance and soil
correction. A certificate of completion would be issued by the HRA for each element of
the development.
Article V "Public Improvements" notes that this matter is addressed in Section 2.5 1(b).
Article VI "Insurance" requires the redeveloper to maintain insurance on the
development throughout the term of the TIF notes.
Article VII "Tax Increment" is blank as the items related to tax increment are addressed
in other areas of the document.
Article VIII "Financing" address issues related to default and cures for default. The HRA
is provided an opportunity to cure a default should it so elect. Also in Section 8.5 the
HRA agrees to subordinate its interest in the development if required to do so by a
lender for an element of the development. The HRA would be asked to sign a
subordination agreement, a copy of which is attached.
Article IX "Prohibitions Against Assignments and Transfer' regulates the redeveloper in
matters related to transfer of the property and assignment of this agreement. Section
9.4(a) gives the redeveloper the right to convey portions of the property to other entities
(developers) who would then be responsible for construction of a particular element.
The section also states that by so doing CSM remains fully obligated under the contract
for that element. The obligation of CSM only terminates with the issuance of a
certificate of completion by the HRA.
Article X "Events of Default" defines defaults and remedies. Section 10.5 discusses
qualifications related to different entities undertaking different elements of the
redevelopment. A default in one element can only give rise to a remedy for that
element. For example if an element is in default the HRA could withhold a TIF payment
only under the note for that element.
Article XI "Additional Provisions" addresses a variety of items such as conflict of
interest, non-discrimination and retention of a relocation consultant by the redeveloper.
An attachment to the contract is a limited revenue tax increment note. It is similar in
form to notes issued previously by the HRA. Under the terms of this "pay as you go"
note TIF assistance would be provided to the redeveloper according to a payment
schedule for a period of up to 25 years. The note is payable only from the tax
increment produced by the development. If taxes are not paid the HRA is not obligated
to make payments under the note. Under Article 11.5 "Preconditions", the specific
details of the notes will be worked out during the 60 day period following the approval of
the agreement.
Assessment Agreement, Exhibit D is also attached. This agreement will be used for
each element of the development and establishes a minimum market value for each
element.
Recommended Motion:
1. Discuss the proposed contract between the HRA and CSM Propert!ps, Inc.
2. Adopt a motion which approves the attached resolution which approves the
contract.
Basis of Recommendation:
1. The HRA authorized staff to negotiate a contract with CSM.
2. The proposed contract is consistent with previous development contracts.
3. The interests of the HRA are protected.
4. CSM has performed well in the development of Shops at Lyndale.
5. The development concept is consistent with the Comprehensive Plan.
6. Approximately 70% of the residents who would be directly impacted by this
redevelopment indicated acceptance of the concept and many have requested both
the City and the redeveloper to expedite the process.
Alternative Recommendation:
1. Reject the proposed contract
2. Modify the proposed contract
3. Delay action on the proposed contract.
Discussion/Decision Mode:
As indicated it appears that negotiations have produced a proposed contract consistent
with HRA objectives.
Respectf y submitted,
Jame . Prosser
Exec ' e Director
JDP:cak
0
0 HRA RESOLUTION NO.
RESOLUTION OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN
AND FOR THE CITY OF RICHFIELD, MINNESOTA
APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH
CSM PROPERTIES, INC.
WHEREAS, the Housing and Redevelopment Authority in and for the City
of Richfield, Minnesota (the "Authority") is considering the establishment of a
Redevelopment district (the "District") which would be known as Interchange
West pursuant to Minn. Stat. Chapter 469 in an effort to encourage the
development and redevelopment of certain designated areas within the City of
Richfield; and
WHEREAS, among the development activities proposed to be assisted by
the Authority in the District are the development of commercial office and hotel
facilities, housing and restaurants; and
WHEREAS, there has been presented before the Authority a form of
Contract for Private Redevelopment ("Contract") among the Authority and CSM
Properties, Inc. setting forth the parties respective responsibility in developing
the aforementioned facilities; and
WHEREAS, the Authority has reviewed the Contract and finds that the
execution of the same and the Authority's performance of its obligations
thereunder are in the best interest of the Authority and its residents.
NOW, THEREFORE, BE IT RESOLVED by the Housing and
Redevelopment Authority in and for the City of Richfield, Minnesota as follows:
1. That the Contract, as presented to the Authority, is hereby in all respects
approved, subject to insubstantial modifications which may be subsequently
approved by the Board Chair and the Authority's legal counsel.
2. That the proper Authority officers are hereby authorized to execute the
Contract 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 of October, 1998.
Thomas E. Harms, Chairperson
ATTEST:
Michael Sandahl, Secretary
•
10/13/98
CONTRACT
FOR
PRIVATE REDEVELOPMENT
BY AND BETWEEN
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD
AND
CSM PROPERTIES, INC.
'1998
5
This document was drafted by:
Kennedy & Graven, Chartered (JBD)
470 Pillsbury Center
200 South Sixth Street
40 Minneapolis, MN 55402
JBD-151523
RC125-152
•
TABLE OF CONTENTS
ARTICLE I
Definitions Exhibits Rules of Interpretation
Section 1.1. Definitions .................................................................................................................2
Section 1.2. Exhibits ....................................................................................................................4
Section 1.3. Rules of Interpretation .............................................................................................. 4
ARTICLE II
Representations
0
Section 2.1. Representations by the Redeveloper ........................................................................ 5
Section 2.2. Representations by HRA .......................................................................................... 5
ARTICLE 11.5
Preconditions
Section 2.5.1 Initial Preconditions to Acquisition ......................................................................... 6
ARTICLE III
Site Assembly
Section 3.1. Statement of Intent .................................................................................................... 7
Section 3.2. Acquisition ......................................... .................................................................... 7
Section 3.3. Additional Limitations on HRA Obligation ............................................................. 10
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Agreement to Construct ............................................................................................ 14
Section 4.2. Demolition ................................................................................................................. 14
Section 4.3. Soil Correction - Contamination] ............................................................................. 14
Section 4.4. Concept Plans ........................................................................................................... 14
Section 4.5. Commencement of Construction .............................................................................. 15
Section 4.6. Construction Reports ............................................................................................... 15
Section 4.7. Certificate of Completion ......................................................................................... 15
ARTICLE V
Public Improvements
•
Section 5.1. ................................................................................................................................... 16
JBD-151523
RC125-152
•
ARTICLE VI
Insurance
Section 6.1. Insurance ................................................................................................................... 17
Section 6.2. Casualty - Proceeds .................................................................................................. 17
Section 6.3. Subordination ............................................................................................................ 17
ARTICLE VII
Tax Increment
Section 7.1. [Blank] ....................................................................................................................... 18
ARTICLE VIII
Financing
Section 8.1. Limitations Upon Encumbrance ................................................................................ 19
Section 8.2. Copy of Notice of Default to Lender ....................................................................... 19
Section 8.3. Lender's Option to Cure Defaults ............................................................................. 19
Section 8.4. HRA's Option to Cure Default .................................................................................. 19
Section 8.5. Subordination ........................................................................................................... 20
ARTICLE IX
Prohibitions Against Assignment and Transfer
Section 9.1. Representation as to Development ........................................................................... 21
Section 9.2. [Blank] ....................................................................................................................... 21
Section 9.3. Prohibition Against Transfer of Property and Assignment of Agreement ............... 21
Section 9.4. Qualifications ............................................................................................................ 22
Section 9.5. Information as to Stockholders or Partners ............................................................... 22
Section 9.6. Approvals .................................................................................................................. 22
Section 9.6. Release and Indemnification Covenants ................................................................... 22
ARTICLE X
Events of Default
Section 10.1. Events of Default Defined Individually Liable ........................................................ 25
Section 10.2. Remedies on Default ................................................................................................ 25
Section 10.2.1 Right to Develop the Project with Others ...................................................:............. 26
Section 10.3. No Remedy Exclusive ............................................................................................... 26
Section 10.4. No Additional Waiver Implied by One Waiver ....................................................... 27
ARTICLE XI
Additional Provisions
Section 11.1. Conflict of Interests; HRA Representatives Not Individually Liable ....................... 28
Section 11.2. Nondiscrimination .....................................................................................................28
Section 11.3. Provisions Not Merged With Deed ........................................................................... 28
Section 11.4. Notice of Status and Conformance ............................................................................ 28
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Section 11.5. Notices and Demands ................................................................................................ 28
Section 11.6. Counterparts .............................................................................................................. 29
Section 11.7. Relocation Consultants .............................................................................................. 29
•
•
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. CONTRACT FOR
PRIVATE DEVELOPMENT
THIS AGREEMENT, made and entered into this day of , 1998,
is by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR
THE CITY OF RICHFIELD, MINNESOTA, a Minnesota public body corporate and politic (the
"HRA"), and CSM PROPERTIES, INC., a Minnesota corporation, (the "Redeveloper").
WITNESSETH:
WHEREAS, the City of Richfield and HRA have established the Richfield
Redevelopment Project Area ("Project Area") under the authority of Minnesota Statutes, Chapter
469 (the "Act"), and in accordance with the provisions of this Agreement will undertake to
establish within the Project Area the Interchange West Redevelopment Tax Increment District
("TIF District") and to adopt a Tax Increment Financing Plan ("hereinafter defined as the "Tax
Increment Plan") for the TIF District to facilitate the financing of public development and
redevelopment costs in the Project Area; and
WHEREAS, the HRA deems it to be in the public interest to facilitate and encourage
redevelopment of the Project Area by a combination of public and private activity within the
Project Area and in accordance with the Tax Increment Plan to be adopted by the City; and
Is WHEREAS, the Redeveloper has proposed a development (hereinafter defined as the
"Development") within such Project Area which the HRA believes will promote and carry out
the objectives for which redevelopment is undertaken, will be in the vital best interests of the
City, will promote the health, safety, morals, and welfare of its residents and will be in accord
with the public purposes and provisions of the applicable state and local laws and requirements
under which activities within the Project Area have been undertaken and are being assisted; and
WHEREAS, the Redeveloper is willing to purchase property from the HRA within the
Project Area such property being legally described in the attached Exhibit C (hereinafter defined
as the "Redevelopment Property") and to develop the Redevelopment Property for and in
accordance with this Agreement; and
WHEREAS, consistent with the Tax Increment Plan, the HRA is willing to provide
financal assistance in accordance with the provisions of this 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 others
as follows:
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0 ARTICLE I
DEFINITIONS, EXHIBITS
RULES OF INTERPRETATION
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Act" means the Economic Development Act, located at Minnesota Statutes, Chapter
469, as amended.
"Agreement" means this Agreement, as the same may be from time
time modified, amended, or supplemented.
"Certificate of Completion" means the certification, in the form of the certificate
contained in Exhibit B attached to and made a part of this Agreement, provided to the
Redeveloper, pursuant. to Section 4.7 of this Agreement.
"City" means the City of Richfield.
"Closing" means the date on which title to the Redevelopment Property is transferred to
the Redeveloper.
"Commencement of Construction" means excavation for the purpose of setting footings
or foundation.
"Completion of Construction" means the completion of construction of the Minimum
Improvements except for tenant finish work.
"Concept Plans" mean the plans, drawings and narrative descriptions for the Minimum
Improvements.
"Construction Contract" means a contract or contracts which provides for completion of
the Minimum Improvements.
"County" means the County of Hennepin.
"Development" means the Minimum Improvements to be constructed on various portions
of the Redevelopment Property. The Development will consist of several separate and distinct
elements.
"Element" means a components of the Development which will be developed separately
• on a separate portion of the Redevelopment Property.
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• "Event of Default" means an action by the Redeveloper listed in Section 10.1 of this
Agreement.
"Minimum Improvements" means the improvements to be constructed by Redeveloper on
the Redevelopment Property. The Minimum Improvements are expected to include 375
thousand square feet of office, a 350-room hotel, two restaurants, a 100 unit senior citizen
development which also includes 30,000 square feet of office, 168 townhouses and retail uses.
The Minimum Improvements are expected to be contained in a number of separate elements
("Elements") all of which will be more fully described in the Concept Plan.
. "Minnesota Environmental Policy Act" means the statutes located at Minnesota Statutes
Sections 116D.01 et seq., as amended.
"Minnesota Environmental Rights Act" means the statutes located at Minnesota Statutes
Sections 116B.01 et seq., as amended.
"National Environmental Policy Act" means the federal law located at 42 U.S.C. Section
4311 et seq., as amended.
"Notes" means the Limited Revenue Tax Increment Notes to be executed and delivered in
the form set forth on Exhibit B, pursuant to Sections 3.2(1) and 3.3. It is anticipated that a
separate Note will be issued with respect to each Element of the Development.
0 "Redeveloper" means CSM Properties, Inc., a Minnesota corporation.
"Redevelopment Property" or "Property" means the real property described as such on
Exhibit A of this Agreement.
"State" means the State of Minnesota.
"Tax Increment" means that portion of the real property taxes which is paid with respect
to the Redevelopment Property or portion thereof which constitutes an Element which is remitted
to the Authority as Tax Increment pursuant to the Tax Increment Plan, after reduction (if any) of
fiscal disparities' contributions which are mandated by state law to be made with respect to any
parcel.
"Tax Increment Act" means the statutes located at Minnesota Statutes Section 469.174
through 469.179, of the Economic Development Act.
"Tax Increment Plan" means the tax increment financing plan adopted by the City in
connection with the creation of the Tax Increment District and as such may be modified and
amended from time to time.
"Tax Official" means any City or county assessor; County auditor; City, County or State
• board of equalization, the commissioner of revenue of the State, or any State or federal district
court, the tax court of the State, or the State Supreme Court.
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• "Unavoidable Delays" means unexpected delays which are the direct result of adverse
weather"
eather conditions, shortages of materials, strikes, other labor troubles, fire or other casualty to
the Minimum Improvements, litigation commenced by third parties which, by injunction or other
judicial action, directly results in delays, or acts of any federal, state or local governmental unit
other than those provided for under this Agreement or any other cause or force majeure beyond
the control of Redeveloper which directly results in delays, provided, however, that adverse
market conditions or tenant actions affecting the marketability or profitability of the Minimum
Improvements, or the inability to secure financing of the Minimum Improvements shall not
constitute Unavoidable Delays.
Section 1.2. Exhibits. The following exhibits are attached to and made a part of this
Agreement.
A. Redevelopment Property Legal Description;
B. Limited Revenue Tax Increment Notes ("Notes");
C. Certificate of Completion; and
D. Assessment Agreement (It is anticipated that a separate Assessment Agreement
will be entered into with respect to each Element of the Development.
E. Subordination Agreement
Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in
accordance with and governed by the laws of the State of Minnesota;
(b) The words "herein" and "hereof' and words of similar importance, without
reference to any particular section or subdivision refer to this Agreement as a whole rather than
any particular section or subdivision hereof,
(c) Any titles of the several parts, articles and sections of this Agreement are inserted
for convenience and reference only and shall be disregarded in construing or interpreting any of
its provisions.
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ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Redeveloper.
(01) The Redeveloper has the power to enter into this Agreement and has duly
authorized the execution, delivery, and performance of this Agreement by proper action.
(02) If the conditions precedent to construction occur, the Redeveloper reasonably
believes that it has the capability to obtain necessary Equity and a Financial Commitment
necessary for construction of the Minimum Improvements.
(03) If the conditions precedent to construction occur, the Redeveloper will construct
the Minimum Improvements described in the Concept Plans in accordance with the terms of this
Agreement, the Redevelopment Plan and all local, state and federal laws and regulations.
(04) The Redeveloper will exercise all reasonable efforts to obtain, in a timely manner,
all required permits, licenses, and approvals and will meet in a timely manner, all lawful
requirements of all local, state, and federal laws and regulations which must be obtained or met
before the improvements may be constructed.
(05) Redeveloper will comply in all material respects, with all applicable local, state
and federal environment laws and regulations, will have obtained any and all necessary
environmental reviews, licenses or clearances under, and will be in material compliance with the
applicable requirements of the National Environmental Policy Act of 1969, the Minnesota
Environmental Policy Act, and the Critical Area Act of 1973 and any other applicable
environmental law or regulation. Redeveloper has not received notice or communication from
any local, state or federal official indicating that the activities of Redeveloper may be or will be
in violation of any environmental law or regulation. Redeveloper is not aware of any facts the
existence of which would cause the Redeveloper to be in violation of any local, state or federal
environmental law, regulation or review procedure or which would give any person a valid claim
under the Minnesota Environmental Rights Act;
Section 2.2. Representations by HRA. The HRA makes the following representations as
the basis for the undertakings herein contained.
(01) The HRA is authorized by law to enter into this Agreement and to carry out their
obligations hereunder.
(02) The HRA shall, without expense to it, cooperate in Redeveloper's efforts to obtain
all federal, state, and regional agency land use, environmental or other regulatory approvals
necessary to implement the Project.
(03) The Project Area and TIF District will be considered for establishment in
accordance with the procedures provided for by law. It is anticipated that, if adopted, the first
tax increment (partial) will be initiated by the HRA in 2001.
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0 ARTICLE 11.5
PRECONDITIONS
Section 2.5.1. Initial Preconditions to Acquisition. Not later than 60 days from the date
of this Agreement, (45 days for the Concept Plans), unless such date is extended by the mutual
written consent of the parties, the parties shall have reached written agreement on the following
matters:
(a) the Concept Plans, which will include agreement relative to the proposed
subdivision of the Redevelopment Property and creation of the Elements of the Development;
(b) the location and nature of all public improvements to be constructed to serve and
benefit the Development, together with the timing and responsibility for their construction and
the phase out of existing public improvements;
(c) the location, layout and design of any interior traffic circulation systems,
including their interface with adjacent roadways, and the timing for construction of the same;
(d) the landscape plan and the timing for installation of the same;
(e) tree protection during construction (redeveloper to be responsible for the cost of a
survey and protection plan.)
(f) a schedule for commencement and completion of construction of each Element of
the Development, and all public improvements to serve the Development;
(g) the condition of the Redevelopment Property with respect to environmental
contaminations and pollution; and the obligations and responsibilities of the parties with respect
to remediation, if any;
(h) the nature, location and cost of removal or relocation any utilities currently
located on the Redevelopment Property which are required to be removed or relocated due to
construction of the minimum improvements and the allocation and financing of the cost of such
activities; and
(i) the conditions for the release of Redeveloper following the assignment of an
Element described in Section 9.4(b).
0) to the extent required by law, the number of new jobs and the average wages for
the new jobs created by the Development.
(k) the form of the Tax Increment Plan, which plan, following agreement as to form,
shall have been considered and adopted by the City.
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0 (1) the program of mediation of matters described in Section 3.2(b)
(m) the level of public assistance which is necessary in order to facilitate the
development contemplated in the Concept Plan (The "But For" Analysis)
In the event that the parties are unable to reach agreement on all the matters and in the
time described above or in the event that the Tax Increment Plan has not been adopted, either
party may terminate this Agreement by written notice to the other party whereupon this
Agreement shall, notwithstanding anything in Article X hereof to the contrary, be null and void,
and the parties shall be relieved of any further obligations hereunder.
•
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ARTICLE III
SITE ASSEMBLY
Section 3.1. Statement of Intent. It is the intention of the parties that the tracts of land
which comprise the Redevelopment Property are to be acquired through a combination of direct
acquisitions by the Redeveloper (including acquisitions which have been previously commenced
by Redeveloper) and acquisitions by the HRA followed by conveyances to the Redeveloper. It is
further the intention of the parties that, whenever possible, direct acquisition by the Redeveloper
is preferred. It is further the understanding of the parties that in the acquisition of the
Redevelopment Property and related activities the HRA's obligation shall only be to proceed in
good faith and to utilize its best efforts.
Section 3.2. Acquisition. The Redeveloper agrees to continue and diligently pursue such
acquisition activities following the execution of this Agreement. Not later than 120 days
following execution, unless extended by the parties, the Redeveloper will provide the HRA with
the following information together with supporting material all of which shall be in writing and
reasonably satisfactory to the HRA:
(a) That it has taken reasonable steps to acquire all the Redevelopment Property and
has complied with the provisions of Section 11.7.
(b) That any owner who has requested mediation in accordance with the terms of a
mediation program agreed to by the parties pursuant to Section 2.5.1(1) has been afforded the
opportunity for mediation with respect to the purchase price to be paid for such owner's property.
(c) That financing, whether in the form of Equity, Financial Commitments or
otherwise, necessary for the acquisition of the Redevelopment Property and for the construction
of the Development is in the reasonable judgment of the Redeveloper likely to be available.
(d) That Redeveloper, based upon preliminary environmental reviews, including,
without limitation, an EAW to be undertaken on the Redevelopment Property by Redeveloper,
and other inspections of the Property, is not aware of any conditions, environmental or
otherwise, that would prevent Redeveloper from proceeding with the acquisition and
development of the Property.
(e) A list of the properties with respect to which purchase agreements or options to
purchase have been executed.
(f) A list of lands with respect to which such agreements or options have not been
executed.
(g) A request that the HRA undertake condemnation activities, and the parcels to
which such activities relate, together with a deposit deemed adequate by the HRA to cover the
fees and expenses of those retained by the HRA to provide legal, survey, appraisal, relocation
and title services in connection with such acquisition. The request shall also include (i) an
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• acknowledgment by the Redeveloper that if the HRA does approve the request, the
Redeveloper's obligations pursuant to Section 3.3 shall be applicable; and (ii) the form of written
agreement and security, reasonably acceptable to the HRA in the nature of the agreement
described in Section 3.3. The request shall also include a statement of whether it is necessary for
the HRA to proceed in accordance with Minnesota Statutes, § 117.042. Failure to make this
statement as a part of the initial request does not preclude the Redeveloper from subsequently
making it.
(h) If the Redeveloper supplies the items contained in paragraphs (a)-(g) above, the
HRA agrees that it will, in good faith, and following a review and verification of the same, and
following delivery to it of an agreement applicable to the Property in the nature of the agreement
described in Section 3.3, undertake the steps necessary to acquire fee simple title to the portions
of the Property to which the request relates, and in accordance with Minnesota Statutes, §
117.042 to the extent requested. If the Redeveloper fails to supply the items contained in
paragraphs (a) - (g) above within the time described above, either party may terminate this
Agreement by written notice to the other whereupon this Agreement shall be null and void, and
the parties will be relieved of further obligations hereunder.
(i) The acquisition of the requested portions of the Property shall be discontinued at
any time prior to the date that title and possession has passed to the HRA that any of the
following occur:
1. The Redeveloper is in default of any of its obligations under this Agreement or
the agreement contemplated in Section 3.3. It is understood that no notice or cure periods are
applicable to Article III except as specifically stated herein.
2. The Redeveloper fails to make any payment or deposit with respect to the
acquisition of the Property or the payment of relocation benefits therefore.
3. The HRA determines in the exercise of its reasonable judgment that the
Redeveloper's obligation to pay for the acquisition of the Property, or to pay relocation
benefits is not adequately secured, and the Redeveloper fails, with 30 days of a written
request by the HRA to provide security deemed adequate by the HRA.
4. The Redeveloper determines that, due to material adverse market conditions,
material adverse soil or environmental conditions, title problems, or inability to obtain any
governmental licenses or approvals necessary for the effective developmk it of the Property,
(including, without limitation, vacation of streets lying within the boundaries of the
Redevelopment Property), following prompt and diligent efforts to obtain the same,
proceeding with the Development on the Redevelopment Property is not economically or
practically feasible.
5. Actions by governmental entities have in the reasonable judgment of the HRA
is have placed material physical limitations on the capacity of the Property to be developed as
contemplated, and in accordance with the Concept Plan.
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• 6. The costs of acquisition, including land, relocation, fees and other expenses to
be paid by the Redeveloper exceed, on average, $19.50/sq. ft. of land area within the
Redevelopment Property, it being understood that the HRA shall have no obligation to pay or
assist the Redeveloper in the payment of any such costs.
Use of the Minnesota Statutes § 117.042 procedure may be discontinued for the
failure of the Redeveloper to make any payment to the HRA to cover a court deposit of the type
and within the time period described in Section 3.3.
The HRA shall, upon becoming aware of the reasons stated above and verifying
the same with the Redeveloper, immediately discontinue its acquisition activities, and thereafter,
the Redeveloper's sole obligation shall be to reimburse the HRA for the costs and expenses
incurred by the HRA in connection with its acquisition activities, and to indemnify and save
harmless the HRA and the City, their officers, agents and employees and to defend the same
from any claim or cause arising out of or occasioned by the discontinuance of such acquisition
activities, and the HRA's sole remedy shall be to obtain such reimbursement and indemnify from
the Redeveloper. The HRA may utilize any security available to it in this Agreement as security
for Redeveloper's obligations under this Paragraph, including, without limitation, security
provided by Redeveloper under Section 33(b)(3), 3.2(g), and 3.2(x) and liens placed on the
Redevelopment Property pursuant to Section 33(f).
The HRA agrees that it will accept other security in lieu of the security described
• in the last paragraph if it determines, in the exercise of its reasonable judgment, such other
security will furnish an adequate level of protection.
0) Redeveloper Liability. Notwithstanding anything herein to the contrary, in the
event the Redeveloper shall fail or refuse to perform its obligations under this Agreement, then
the HRA, upon written notice thereof to Redeveloper, may immediately discontinue its
acquisition activities, and thereafter, the Redeveloper's sole obligation shall be: i) to reimburse
the HRA for the costs and expenses incurred by the HRA in connection with its acquisition
activities; ii) to indemnify and save harmless the HRA and the City and their officers, agents and
employees and to defend the same from any claim or cause arising out of or occasioned by the
discontinuance of such acquisition activities and the HRA's sole remedy shall be to obtain such
reimbursement and indemnity from the Redeveloper.
JkJ Once the HRA has acquired title and possession to the Property (as requested), the
Redeveloper shall be obligated unconditionally to comply with all of its obligations hereunder to
acquire and develop the Property; and any limitations to the Redeveloper's liability contained in
this paragraph shall not be applicable. The Redeveloper further agrees to indemnify and save
harmless the HRA, the City and their officers, agents and employees from any claims or causes
arising out of as occasioned by the, failure or refusal of the Redeveloper, for any reason, to
acquire the said Property following the transfer of title and possession to the HRA.
(1) Reimbursement of the expenses incurred by the Redeveloper in connection with
• acquisition of the Property shall be made in accordance with and subject to the terms of a note or
notes in substantially the form of the attached Exhibit B ("Notes"). Payment according to its
terms will, except as expressly otherwise provided in this Agreement, constitute the sole and
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exclusive manner of reimbursement to the Redeveloper for its expenditures in connection with
the Property.
Section 3.3. Additional Limitations on HRA Obligation.
(a) Not later than five days prior to any date on which the HRA is required to deposit
any amount into court in order to obtain title and possession to portions of the Property or to
make relocation benefit payments to persons entitled to such payments, Redeveloper shall
deliver to the HRA funds payable to the HRA in the amount of any such deposit or payment.
The HRA shall then have the right, and subject to the terms and conditions hereof, the obligation
to use such funds to make such deposit or such payments. The HRA shall have no obligation to
repay such funds received deposited or paid pursuant to this Agreement should the
redevelopment covered by this Agreement not be completed for any reason, other than the failure
of the HRA to perform its obligations hereunder.
(b) The obligation of the HRA to make the deposit and obtain title to and possession
of any of the parcels which make up the Property shall, unless waived in writing by the HRA, be
specifically subject to the following:
1. Redeveloper is not in default of any provisions of this Agreement and all
amounts due and payable as provided above in this Section have been paid.
2. Redeveloper has reviewed the condition of title as such is to be acquired by
the HRA and notified the HRA in writing that such condition of title is
satisfactory.
3. The Redeveloper has provided the HRA with an undertaking in the form of a
written agreement, and with security all reasonably acceptable to the HRA
which will assure payment by the Redeveloper of-
(i) any condemnation award for the Property in excess of the
previously deposited sums;
(ii) any relocation benefits which are not yet paid;
(iii) [Blank]
(iv) the obligation of Redeveloper provided for in 3.2(m);
(vi) the obligations of Redeveloper provided for in 3.2(i);
(vi) [Blank]
(vii) [Blank].
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• Such undertaking and security is to remain in affect according to its terms,
and in any event, until suitable and adequate substitute security is agreed
to by the parties.
4. The Redeveloper has furnished the HRA with written notice, reasonably
acceptable to the HRA, indicating that, based upon Redeveloper's own
investigation it is satisfied in all respects with the nature and condition of the
Property, and accepts the same AS IS and WHERE IS.
5. The HRA is satisfied that the Redeveloper has obtained, or will be
obtaining, fee simple title to any portions of the Property which are not the
subject of the condemnation.
6. Redeveloper has furnished the HRA with written evidence reasonably
acceptable to the HRA that it has funds, whether in the nature of Equity or
Financial Commitment or otherwise which are sufficient for construction of
the Minimum Improvements.
7. [Blank]
8. Redeveloper has supplied the HRA with a signed written statement,
reasonably satisfactory to the HRA, to the effect that, to the best of
Redeveloper's knowledge, upon Closing, there will be no remaining matters
which would affect the prompt commencement of construction of the
Minimum Improvements and the continuation of construction to completion
all in accordance with the schedule for commencement and completion of
construction, described in Section 2.5.1. The statement must also
acknowledge that the Redeveloper understands that the HRA is relying on
the statement as a inducement to acquire and convey the Property.
9. [Blank]
10. [Blank]
11. The HRA has reviewed and approved the Concept Plan.
12. The parries have reached written agreement regarding the location and
nature at;d cost of any public improvements to be located on the
Redevelopment Property.
13. The Redeveloper has furnished the HRA with an agreement acceptable to
the HRA whereby the Redeveloper agrees to indemnify and save harmless
the HRA, its officers, agents, and employees from any claim, cause,
regulatory order or other obligation ensuing out of or occasioned by the
existence of any contaminant, pollutant or hazardous substance in, on or
under the Property.
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(c) Following the date on which the HRA has obtained title and possession of the
Property it shall convey the same to the Redeveloper by quit claim deed. Such conveyance shall
take place not later than 10 days following the date that the HRA has acquired the Property, and
the Redeveloper has furnished the HRA with written evidence reasonably satisfactory that all the
provisions of paragraph 3.3(b) above remain true; and all governmental approvals licenses and
permits needed for commencement of construction of the Minimum Improvements have been
obtained. The deed shall contain a restriction valid until the issuance of a Certificate of
Completion for an Element which allows the Property to be developed only in accordance with
the Concept Plans.
(d) Reimbursement of Redeveloper's Expenses. It is the intention of the parties that
the funds which Redeveloper has expended in connection with and related to the acquisition of
the Property should be reimbursed to the extent and in the manner hereinafter provided. It is
further understood that Redeveloper would not otherwise have undertaken such expenditures
absent reimbursement. Accordingly, at closing, the HRA shall execute and deliver to the
Redeveloper a note or notes in substantially the form of the attached Exhibit B ("Note"). The
Note shall be paid according to their terms and will constitute the sole and exclusive source of
reimbursement to the Redeveloper for its expenditures.
9
•
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0 ARTICLE IV
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section 4.1. Agreement to Construct. Subject to the acquisition of the Redevelopment
Property, the Redeveloper agrees that it will construct the Minimum Improvements on each
phase in accordance with the approved Concept Plans.
Section 4.2. Demolition. The Redeveloper shall, at its sole expense, raze and remove all
structures on Redevelopment Property including any abandoned City utilities.
Section 4.3. Soil Correction - Contamination. As between the parties hereto and the
City, the Redeveloper shall have the sole responsibility and bear the cost necessary to make any
necessary soil correction or to remedy or otherwise respond to the existence of any
contamination or pollution in, on or under the Redevelopment Property. Neither the HRA nor
the City has made any representations concerning the nature of soils, the suitability of such soils
for the Minimum Improvements, the existence of contaminants or pollutants, or the cost of
correcting any unsuitable soil conditions, contamination or pollution..
Section 4.4. Concept Plans. Within 45 days after execution of this Agreement by the
Redeveloper, the Redeveloper shall submit schematic Concept Plans including a marketing plan
and tenant mix projections and the anticipated dates for commencement and completion of
construction. The Concept Plans shall depict the Minimum Improvements and shall be in
conformity with this Agreement. The HRA reserves the unrestricted right to reject the Concept
Plans. Such Concept Plans shall, in any event, be deemed approved unless rejected in writing by
the HRA, in whole or in part. Such rejection shall set forth in detail the reasons therefor, and
shall be made within twenty (20) days after the date of their receipt by the HRA. If the HRA
rejects the Concept Plans in whole or in part, the Redeveloper shall submit new or corrected
Concept Plans within twenty (20) days after written notification to the Redeveloper of the
rejection. The provisions of this Section relating to approval, rejection, and resubmission of
corrected Concept Plans shall continue to apply until the Concept Plans have been approved by
the HRA.
If the Redeveloper desires to make any material change in the Concept Plans after their
approval by the HRA, the Redeveloper shall submit the proposed change to the HRA for its
approval. If the Concept Plans, as modified by the proposed change, conform to the
requirements of this Section with respect to such previously approved Concept Plans, the HRA
shall approve the proposed change and notify the Redeveloper in writing of its approval Such
change in the Concept Plans shall, in any event, be deemed approved by the HRA unless
rejected, in whole or in part, by written notice by the HRA to the Redeveloper, setting forth in
detail the reasons therefor. Such rejection shall be made within twenty (20) days after receipt of
the notice of such change.
Final construction plans and specifications shall be reviewed by the City Building
Official in connection with issuance of building permits. No building permit may be issued if
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the final construction plans and specifications materially depart from the approval Concept
Plans.
Section 4.5. Commencement and Completion of Construction. The Redeveloper shall
commence and complete construction of the Minimum Improvements in accordance with the
time schedule agreed upon by the parties pursuant to Section 2.5.1(e).
The Redeveloper shall not be considered in breach of, or default in its obligations with
respect to the commencement and completion of construction of the Minimum Improvements, if
the occurrence of an Unavoidable Delay requires extension of the time or times for performance
of the Redeveloper with respect to construction of the Minimum Improvements provided, that
the Redeveloper shall, within fifteen (15) days after the beginning of any such Unavoidable
Delay, have notified the HRA thereof in writing, and of the cause or causes thereof, and further
provided that the excused delay in performance may not exceed the duration of the Unavoidable
Delay, and further provided that such excused delay may not operate to relieve Redeveloper of
its obligation to complete within the time period provided for in the Assessment Agreement.
Section 4.6. Construction Reports. During construction the Redeveloper shall make
reports at such times and in such detail as may be reasonably requested by the HRA concerning
the progress of construction.
Section 4.7. Certificate of Completion. Promptly after notification by the Redeveloper
of completion of the Minimum Improvements for each Element contemplated by the Concept
Plans, the HRA shall inspect the construction to determine whether the Minimum Improvements
for such Element are completed substantially in accordance with the terms of this Agreement. If
the HRA is satisfied, and if final plat approval has been given for the portion of the
Redevelopment Property to which the Certificate relates, it will furnish the Redeveloper with a
Certificate of Completion for such Element. Such certification by the HRA shall, except as
further provided in this Section 4.7, be a conclusive determination of satisfaction and termination
of the agreements and covenants in this Agreement, and in the Deed with respect to the
obligations of the Redeveloper to construct the Minimum Improvements with respect to the
Element for which the certificate relates.
The certification provided for in this section shall be in recordable form. If the HRA
shall refuse or fail to provide the Redeveloper a certification in accordance with the provisions of
this Section 4.7, the HRA shall, within thirty (30) days after written request by the Redeveloper,
provide the Redeveloper with a written statement, indicating in adequate detail in what respects
the Redeveloper have failed to complete the Minimum Improvements in accordance with the
provisions of this Agreement, or are otherwise in default, and what measures or acts it will be
necessary, in the reasonable opinion of the HRA, for the Redeveloper to take or perform in order
to obtain such certification.
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ARTICLE V
PUBLIC IMPROVEMENTS
U
•
Section 5.1. Matters pertaining to public improvements shall be addressed in the separate
agreement of the parties provided for in Section 2.5.1(b).
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•
•
ARTICLE VI
INSURANCE
Section 6.1. Insurance. Prior to Closing on any portion of the Redevelopment Property,
the Redeveloper shall provide evidence of insurance, for that portion, covering property,
casualty, workers compensation, fire, indemnity, general liability, employer's liability and such
other coverages and in such amounts as the HRA shall reasonably require.
The Redeveloper further agrees that notwithstanding any provision in this Article to the
contrary, it will keep and maintain in full force and effect throughout the term of Notes,
insurance policies insuring the Minimum Improvements against casualty loss in the amount at
least equal to the greater of: (i) their replacement value, or (ii) the amount of any mortgage
indebtedness.
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U
ARTICLE VII
TAX INCREMENT
Section 7.1. [Blank]
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0 ARTICLE VIII
FINANCING
Section 8.1. Limitations Upon Encumbrance. Prior to the completion of the Minimum
Improvements, as certified by the HRA pursuant to Section 4.7 of this Agreement, neither the
Redeveloper nor any successor in interest to the Redevelopment Property or any part thereof
shall engage in any financing or any other transaction creating any mortgage or other
encumbrance or lien upon the Redevelopment Property or any part thereof, whether by express
agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to
the Redevelopment Property or any part thereof, except only for the purpose of obtaining funds
to the extent necessary for developing the Minimum Improvements.
Section 8.2. Copy of Notice of Default to Lender. Prior to the issuance of a Certificate
of Completion, whenever the HRA shall deliver any notice or demand to the Redeveloper with
respect to any breach or default by the Redeveloper in its obligations under this Agreement, the
HRA shall at the same time forward a copy of such notice or demand to each holder ("Holder")
known to the HRA of any mortgage or other financing agreement authorized by this Agreement
by sending such notice to last known address of the Holder as shown in the records of the HRA.
Section 8.3. Lender's Option to Cure Defaults. After any breach or event of default
referred to in Section 10.1 hereof, each Holder shall (insofar as the rights of the HRA are
concerned) have the right for a period of ninety (90) days, at the Holder's option, to cure or
remedy such breach or event default to the extent that it relates to the part of the Redevelopment
Property covered by its financing and to add the cost thereof to the debt and the lien of its
financing, provided, that if the breach or event of default is with respect to construction of the
Minimum Improvements, nothing contained in this Section or any other section of this
Agreement shall be deemed to permit or authorize such Holder, either before or after foreclosure
or action in lieu thereof, to undertake or continue the construction or completion of the Minimum
Improvements (beyond the extent necessary to conserve or protect such Improvements or
construction already made) without first having expressly assumed the Redeveloper's obligations
described in Section 10.2 hereof by written agreement reasonably satisfactory to the HRA to
complete the Minimum Improvements or the part thereof to which the lien or title of such holder
relates, provided further, however, that the HRA will not unreasonably withhold its consent to
any changes in the Minimum Improvements which are requested by the Holder if the requested
changes do not alter the basic design of the Minimum Improvements or result in a decrease of
the Market Value below the amounts estimated by the parties as set forth in section 4.4. (It being
understood that such consent shall in no way act to bind or influence the power of the City, in the
exercise of its governmental authority not to approve any proposed changes or alterations to the
Minimum Improvements. Any such Holder who shall perform the Redeveloper's obligations
under Section 4.6 hereof, relating to the Redevelopment Property or applicable part thereof, shall
be entitled, upon written request made to the HRA, to a certification by the HRA to such effect in
the manner provided in Section 4.8 of this Agreement.
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Section 8.4. HRA's Option to Cure Default. Prior to the issuance of a Certificate of
Completion, if the Redeveloper is in default under any financing authorized pursuant to Article
VIII of this Agreement, the Holder, prior to exercising any of its remedies, shall notify the HRA
in writing by sending it a copy of any notice of default sent to the Redeveloper. If, within thirty
(30) days after receipt of said notice, the HRA cures the default, then the Holder shall pursue
none of its remedies under the financing based upon the said default of the Redeveloper.
Section 8.5 Subordination. In order to facilitate the obtaining of construction or
permanent financing for an Element by the Redeveloper, the HRA agrees to consent to the
assignment of this Agreement (to the extent applicable to such financed Element) and a note or
notes, and to subordinate its rights under this Agreement to the Mortgage evidencing any such
construction or permanent financing subject and pursuant to the terms and conditions of the
Subordination Agreement attached hereto as Exhibit E. The HRA agrees to promptly enter into
a Subordination Agreement in the form attached, following Redeveloper's written request.
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ARTICLE IX
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
Section 9.1. Representation as to Development. The Redeveloper represents and agrees
that its undertaking pursuant to the Agreement are, and will be used, for the purpose of
development of the Redevelopment Property and not for speculation in land holding. The
Redeveloper further recognizes that, in view of (a) the importance of the development of the
Redevelopment Property to the general welfare of the community; and (b) the substantial
financing and other public aids that have been made available by the City and the HRA, for the
purpose of making such development possible; that the qualifications and identify of the
Redeveloper are of particular concern to the community and the HRA. Any significant change
with respect to the identify of the Redeveloper or the purchase of Redeveloper's interest by any
other party or parties is for practical purposes a transfer or disposition of the property then owned
by the Redeveloper, the Redeveloper further recognizes that it is because, of such qualifications
and identify that the HRA is entering into this Agreement with the Redeveloper and, in so doing,
is further willing to accept and rely on the obligations of the Redeveloper for the faithful
performance of all undertakings and covenants hereby then to be performed.
Section 9.2. [Blank].
0 Section 9.3. Prohibition Against Transfer of Property and Assignment of Agreement.
For the foregoing reasons, the Redeveloper represents and agrees that:
(01) Except only by way of security for, and only for, the purpose of obtaining financing
necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property,
or any part thereof, to perform its obligations with respect to making the Minimum
Improvements under the Agreement, and any other purpose authorized by the Agreement, prior
to the completion of construction of the Minimum Improvements the Redeveloper (except as so
authorized) has not made or created, and that it will not make or create, or suffer to be made or
created, any total or partial sale, assignment, conveyance, or any trust or power, or transfer in
any other mode or form of or with respect to the Agreement or the Redevelopment Property or
any part thereof or any interest therein, or any contract or agreement to do any of the same,
without the prior written approval of the HRA.
(02) The HRA shall be entitled to require, except as otherwise provided in the
Agreement, as conditions to any such transfer that: (i) any proposed transferee shall have the
qualifications and financial responsibility, as determined by the HRA, necessary and adequate to
fulfill the obligations undertaken in the Agreement by the Redeveloper (or, in the event the
transfer is of or relates to part of the Redevelopment Property, such obligations to the extent that
they relate to such part); (ii) any proposed transferee, by instrument in writing satisfactory to the
HRA and in form recordable among the land records, shall for itself and its successors and
• assigns, and expressly for the benefit of the HRA, have expressly assumed all of the obligations
of the Redeveloper under the Agreement and agreed to be subject to the terms of the
Redevelopment Plan (or, in the event the transfer is of or relates to part of the Redevelopment
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• Property, such obligations„ conditions, and restrictions to the extent that they relate to such part);
provided, that the fact that any transferee of, or any other successor in interest whatsoever the
reason, shall have assumed such obligations or agreed, shall not (unless and only to the extent
otherwise specifically provided in the Agreement or agreed to in writing by the HRA) relieve or
except such transferee or successor of or from such obligations, conditions, or restrictions, or
deprive or limit the HRA or with respect to any rights or remedies or controls with respect to the
Redevelopment Property or the construction of the Minimum Improvements; it being the intent
of this, together with other provisions of the Agreement, that (to the fullest extent permitted by
law and equity and excepting only in the manner and to the extent specifically provided
otherwise in the Agreement) no transfer of, or change with respect to, ownership in the
Redevelopment Property or any part thereof, of any interest therein, however consummated or
occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive
or limit the HRA of or with respect to any rights or remedies or controls provided in or resulting
from the Agreement with respect to the Property and the construction of the Minimum
Improvements that the HRA would have had, had there been no such transfer or change; (iii)
there shall be submitted to the HRA for review all instruments and other legal documents
involved in effecting transfer, and if approved by the HRA its approval shall be indicated to the
Redeveloper in writing.
(03) Certain Transfers Exempted. Notwithstanding the prohibitions against transfer
contained in this section, and the rights granted the HRA under Section 9.5 the Redeveloper shall
have the right to transfer ownership interests in the Redeveloper, this Agreement, or the Property
to family members of Gary S. Holmes, or to entities controlled by Gary S. Holmes or his family
members, for tax and/or estate planning purposes, or due to the death or incapacity of Gary S.
Holmes or other shareholders of Redeveloper. Such transfer shall be subject to the provisions of
Section 9.3.(04).
(04) In the absence of specific written agreement by the HRA to the contrary, no such
transfer or approval by the HRA thereof shall be deemed to relieve the Redeveloper, or any other
party bound in any way by the Agreement or otherwise with respect to the construction of the
Minimum Improvements, or from any of its obligations with respect thereto. The HRA may,
however, in its reasonable discretion exercised in accordance with the standards and
requirements of Section 9.3(02) relieve Redeveloper if they present a transferee or assignee
acceptable to the HRA.
Section 9.4. Qualifications. Notwithstanding anything in this Article IX to the contrary,
the Authority and Redeveloper acknowledge and agree as follows:
(a) The Development will be comprised of several Elements, some of which may not
be developed and constructed by the Redeveloper. The Redeveloper intends and shall have the
right to convey certain portions of the Redevelopment Property to other entities before
construction of an Element thereon. The Authority consents to such transfers, provided that
notwithstanding any assumption by such transferees of the Redeveloper's obligations hereunder,
the Redeveloper will remain fully obligated under this Agreement with respect to the Element so
transferred, and nothing in this paragraph will be deemed to constitute approval or release of the
Redeveloper as described in this Article. The Redeveloper will be released from its obligations
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• with respect to such transferred Elements upon compliance with and subject to the terms of
paragraph (b) below.
(b) Upon issuance of the Certificate of Completion for any Element of the Minimum
Improvements, the Redeveloper may transfer or assign the subject Element and/or the
Redeveloper's rights and obligations under this Agreement with respect to such Element without
the prior written consent of the City or the Authority; provided that:
(i) the transferee or assignee is bound by all the Redeveloper's obligations
hereunder with respect to the Element transferred. The Redeveloper shall submit to the
Authority written evidence of any such transfer or assignment, including the transferee or
assignee's express assumption of the Redeveloper's obligations under this Agreement. If the
Redeveloper fails to provide such evidence of transfer and assumption, the Redeveloper shall
remain bound by all obligations with respect to the subject Element under this Agreement; and
(ii) upon compliance with clause (b)(i) above (whether the transfer occurred
before or after issuance of the Certificate of Completion), the Redeveloper shall be released from
its obligations under this Agreement with respect to the Element transferred, :but only to the
extent provided for in that separate agreement described in Section 2.5.1(h).
(iii) the release of Redeveloper's obligations shall not include a release of
Redeveloper's obligations under Section 33(b) unless the HRA reasonably determines that
equally sufficient security is being obtained from the transferee.
Section 9.5. Information as to Stockholders or Partners. In order to assist in the
effectuation of the purposes of this Article IX of this Agreement, the Redeveloper agrees that
during the period between the execution of the Agreement and completion of the Minimum
Improvements as certified by the HRA, (a) the Redeveloper will promptly notify the HRA of any
and all changes whatsoever in the ownership of stock or partnership interests, legal or beneficial
which in the aggregate exceed ten percent (10%) of the issued stock or partnership interests in
Redeveloper, or of any other act or transaction involving or resulting in any change in the
ownership or stock or partnership interests of such Redeveloper or in the relative distribution
thereof, which in the aggregate exceeds ten percent (10%) of the issued stock or partnership
interests of Redeveloper, and (b) Redeveloper shall, at such time or times as the HRA may
request, furnish the HRA with a complete statement, subscribed and sworn to by the President,
general partner, or other executive officer of Redeveloper, setting forth all of the stockholders or
partners of Redeveloper and the extent of their respe.tive holdings„ and in the event any other
parties have a beneficial interest in such stock or partnership interest, their names and the extent
of such interest, all as determined or indicated by the records of Redeveloper, by specific inquiry
made by any such officer, of all parties who on the basis of such records own ten percent (10%)
or more of the stock or partnership interest of Redeveloper, and by such other knowledge or
information as such officer shall have.
Section 9.6. Approvals. Any approval required to be given by the HRA under this
Article IX of this Agreement may be denied only in the event that the HRA reasonably
determines that the performance of the obligations of Redeveloper under this Agreement will be
materially impaired by the action for which approval is sought. At the HRA's request, the
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• Redeveloper shall provide to the HRA's attorney for privileged review on behalf of the HRA
financial information as to any proposed general partners, or controlling stockholders of
proposed assignees or transferees, and financial information as to any such partnership or
corporation.
Section 9.6. Release and Indemnification Covenants. (a) The Redeveloper releases from
and covenants and agrees that the Authority and the City and the governing body members,
officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify
and hold harmless the Authority and the City and the governing body members, officers, agents,
servants and employees thereof against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect in the Minimum Improvements.
(b) Except for any willful misrepresentation or any willful or wanton misconduct of
the following named parties, the Redeveloper agrees to protect and defend the Authority and the
City and the governing body members, officers, agents, servants and employees thereof, now or
forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or
other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising
from this Agreement, or the transactions contemplated hereby or the acquisition, construction,
installation, ownership, and operation of the Minimum Improvements.
(c) Except where arising from the negligent act or omission of the following named
parties, the Authority and the City and the governing body members, officers, agents, servants
and employees thereof shall not be liable for any damage or injury to the persons or property of
the Redeveloper or its officers, agents, servants or employees or any other person who may be
about the Redevelopment Property, Minimum Improvements due to any act of negligence of any
person.
(d) All covenants, stipulations, promises, agreements and obligations of the Authority
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the Authority and not of any governing body member, officer, agent, servant or
employee of the Authority in the individual capacity thereof.
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ARTICLE X
EVENTS OF DEFAULT
Section 10.1. Events of Default Defined. The following shall be "Events of Default"
under this Agreement and the term "Event of Default" shall mean, whenever it is used in this
Agreement (unless the context otherwise provides), any one or more of the following events:
(01) Failure by the Redeveloper to pay when due any payments required to be paid or
performing any actions required to be performed under Article III of this Agreement, or under
the agreement contemplated in Section 2.5.1 or Article III.
(02) Subject to Unavoidable Delay, failure by the Redeveloper to observe and
substantially perform any covenant, conditions, obligation, or agreement on its part to be
observed or performed hereunder.
(03) If the Redeveloper shall admit in writing its inability to pay its debts generally as
they become due, or shall file a petition in bankruptcy, or shall make an assignment for the
benefit of creditors, or shall consent to the appointment of a receiver of themselves or of the
whole or any substantial part of the Redeveloper Property.
Is (04) If the Redeveloper shall file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws.
(05) If the Redeveloper, on a petition in bankruptcy filed against them, be adjudicated a
bankrupt, or a court of competent jurisdiction shall enter an order of decree appointing, without
the consent of Redeveloper, a receiver of Redeveloper or of the whole or substantially all of its
property, or approve a petition filed against Redeveloper seeking reorganization or arrangement
of Redeveloper under bankruptcy laws, and such adjudication, order, or decree shall not be
vacated or set aside or stayed within sixty (60) days from the date of entry thereof.
(06) If the Redeveloper is in default under any mortgage in favor of the HRA and falls to
cure any such default within thirty (30) days after written demand from the HRA to do so.
(07) If the real estate taxes are not paid when due.
Section 10.2. Remedies on Default. Whenever any Event of Default referred to in
Section 10.1 of this Agreement occurs, the HRA may, in addition to any other remedies or rights
given the HRA under this Agreement, but only after at least thirty (30) days notice to the
Redeveloper and its failure to cure (unless a different cure period is provided with respect to
specific defaults under this Agreement) or such longer cure period if reasonably required and the
actions to cure have been taken within such 30-day period, find the Redeveloper in default
(Default) and take any one or more of the following actions:
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(01) Suspend its performance under the Agreement until it receives assurances from the
Redeveloper or mortgagee reasonably deemed adequate by the HRA, that the Redeveloper will
cure the default and continue performance under the Agreement.
(02) Cancel pursuant to Minnesota Statutes Section 559.21, and rescind the Agreement,
in which case the 30 day cure period shall commence with notice of cancellation.
(03) Withhold the Certificate of Completion if the Event of Default relates to the failure
of the Redeveloper to complete the improvements as provided in this Agreement.
(04) Subject to the limitations stated in Article III take whatever action at law or in
equity may appear necessary or desirable to the HRA to collect any payments due under this
Agreement, or to enforce performance and observance of any obligation, agreement or covenant
of the Redeveloper under this Agreement.
Provided, however, that any exercise by the HRA, its successors or assigns, of its right or
remedies hereunder shall always be subject to and limited by, and shall not defeat, render invalid
or limit in any way (a) the lien of any mortgage authorized by this Agreement and (b) any rights
or interests provided in this Agreement for the protection of the Holder of such mortgages.
Notwithstanding any provision in this Section to the contrary, it is understood that with
respect to a default which relates to an Element, the HRA's remedies under this Agreement
following conveyance of the Redevelopment Property to the Redeveloper, and except for the
security described +I-}- [in] Section 3.2(b)(3), shall be limited to i) the ( eaneellatie ' [suspension
of payment] of any Note issued with respect to that Element and ii) if prior to the
Commencement of Construction of the Element, the return of title to the portion of the
Redevelopment Property which contains the Element. Redeveloper agrees to reconvey such
portion upon default and following failure to cure; and agrees that [un+ltn ee of a
GeEtifleate of Completion for- that Element, and+ without the consent of the HRA, the
fight tezeee nee- its intefest-in the land Feeenveyed shall be - }[land shall be reconveyed]
free and clear of any liens, encumbrances or other interests. The transfer of such portion of the
Redevelopment Property to the HRA shall not discharge the Redeveloper's obligation under
Sections 3.20) and 33(b) with respect to that parcel.
Section 10.2.1. Right to Develop the Project with Others. In the event that this
Agreement is terminated by the HRA prior to the closing on any phase upon any breach by the
Redeveloper, or in the event the HRA forecloses on any lien provided for in this Agreement, the
HRA shall have the further right to proceed with the redevelopment of the portion of the
Redevelopment Property to which the termination relates or any part thereof with any contractor
or any other individual or entity selected by the HRA. The HRA shall have the right to obtain
and use, at no cost to them, all plans, specifications, studies, reports and other data prepared by
the Redeveloper or at the Redeveloper's direction for such portion of the Redevelopment
Property. It is expressly agreed that the consideration for rights conferred upon the City and the
HRA under this Section 10.2.1 including business opportunity and other valuable consideration
are independently adequate to create a binding obligation under this Section 10.2.1 and that such
obligation shall survive the cancellation, rescission, or termination of this Agreement.
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Section 10.3. No Remedy Exclusive. Except as provided in Article III, no remedy herein
conferred upon or reserved to the HRA is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or hereafter existing at law or in equity
or by statute. Except as provided in Section 10.4 of this Agreement, no delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle the HRA or the
Redeveloper to exercise any remedy reserved to it, it shall not be necessary to give notice, other
than such notice as may be required in this Article X.
Section 10.4. No Additional Waiver Implied by One Waiver. In the event any obligation
contained in this Agreement should be breached by either party and thereafter waived by the
other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
Section 10.5 Qualifications. Notwithstanding anything herein to the contrary, the HRA
and Redeveloper acknowledge and agree as follows:
La The parties anticipate that certain Elements of the Development will be
transferred to other entities in accordance with Section 9.4 hereof and that
the Redevelopment will retain ownership and control of other Elements.
The Redeveloper will remain obligated with regard to all Elements unless
release in accordance with Section 9.4.
Nevertheless, a default with respect to one Element will not give rise to
any remedies hereunder with respect to any other Element.
(b) Consistent with subsection (a) above, upon a default with respect to an
Element, the HRA shall, among its remedies, have the authority to
withhold payments under the Note issued with respect to such Element,
until such default is cured but shall not be entitled to withhold payments
under any Note issued with respect to any other Element for which there is
no uncured event of default.
(c) Unless otherwise released from its obligations under this Agreement, this
Section is a limitation of the remedies available to the HRA, and not as a
limitation on the right to pursue the Redeveloper for a default.
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. ARTICLE XI
ADDITIONAL PROVISIONS
Section 11.1. Conflict of Interests; HRA Representatives Not Individually Liable. No
member, official, or employee of the HRA shall have any personal interest, direct or indirect, in
the Agreement, nor shall any such member, official or employee participate in any decision
relating to the Agreement which affects his personal interests or the interests of any corporation,
partnership, or association in which he is, directly or indirectly, interested. No member, official,
or employee of the HRA shall be personally liable to the Redeveloper, or any successor in
interest, in the event of any default or breach by the HRA or for any amount which may become
due to the Redeveloper or successor or on any obligations under the terms of the Agreement.
Section 11.2. Nondiscrimination. The provisions of Minnesota Statutes Section 181.59,
which relate to civil rights and nondiscrimination, shall be considered a part of this Agreement as
though fully set forth herein.
Section 11.3. Provisions Not Merged With Deed. None of the provisions of this
Agreement art intended to be or shall be merged by reason of any Deed transferring any interest
in any part of the Property and any such Deed shall not be deemed to affect or impair the
provisions of this Agreement. Unless otherwise indicated in this Agreement, the provisions of
is this Agreement shall be binding upon the successors and assigns of the parties hereto.
Section 11.4. Notice of Status and Conformance. The HRA agrees that from time to
time, upon not less than ten (10) days' prior written notice by Redeveloper, to execute,
acknowledge and deliver, without charge, to Redeveloper or to any person designated by
Redeveloper, a statement in writing certifying, to the extent true, that this Agreement is
unmodified, the principal amount of any obligation herein created then unpaid, that the HRA has
not received any notice of default, that to the knowledge of the HRA has not received any notice
of default, that to the knowledge of the HRA no event of default exists hereunder (or if any such
event of default does exist, specifying the same and stating that the same has been cured, if such
be the case), that the HRA to its knowledge, has no claims against the Redeveloper hereunder,
and any other information reasonably requested by the Redeveloper. It is the intention of this
Section 11.4 to provide a mechanism for obtaining estoppel certificates which may be requested
by Redeveloper's mortgagee.
Section 11.5. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under the Agreement by either party to
the other shall be sufficiently given or delivered it if is dispatched by. registered or certified mail,
postage prepaid, return receipt requested, or delivered personally:
As to the HRA: Housing and Redevelopment Authority
6700 Portland Avenue South
Richfield, MN 55423
Attention: Executive Director
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As to the Redeveloper: CSM Properties, Inc.
2575 University Avenue West, Suite 150
St. Paul, MN 55114-1024
Attention: Murray Kornberg, Vice President
or at such other address with respect to either such party as that party may, from time to time,
designate in writing and forward to the other.
Section 11.6. Counterparts. This Agreement may be simultaneously executed in any
number of counterparts, all of which shall constitute one and the same instrument.
Section 11.7. Relocation Consultants. Redeveloper shall, not later than 10 days following
the date of this Agreement retain the services of a relocation consultant acceptable to the HRA.
The relocation consultant shall assist the Redeveloper in providing relocation services and
information concerning relocation benefits to individuals and entities who will be displaced as a
result of Redeveloper's acquisition activities. The services and benefits to be provided by
Redeveloper shall conform to those which would be provided by the HRA if it were acquiring
the properties. All fees and charges for the services of the consultant and all payments of
relocation benefits shall be the sole obligation of the Redeveloper. Redeveloper shall be
responsible for timely notification to all affected persons concerning the services and benefits
available to them and the process to follow to obtain such services and benefits.
•
C:
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the
day and year first above written.
THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF RICHFIELD,
MINNESOTA
By: _
Its:
STATE OF MINNESOTA )
) SS
COUNTY OF )
Bv:
Its: Executive Director
CSM PROPERTIES, INC.
By
Its: Vice President
The foregoing instrument was acknowledged before me this day of ,
1998, by and , the Chairperson and Executive
Director of The Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota.
Notary Public
STATE OF MINNESOTA )
) SS
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of ,
1998, by , the Vice President of CSM Properties, Inc, a
Minnesota corporation; on behalf of the corporation.
Notary Public
•
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C7
EXHIBIT B
Example
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD
LIMITED REVENUE TAX INCREMENT NOTE
[ELEMENT DESIGNATION]
The Housing and Redevelopment Authority in and for the City of Richfield (the
"Authority"), hereby acknowledges itself to be indebted and, for value received, promises to pay
to the order of CSM Properties, Inc. (the "Owner"), to the extent and in the manner hereinafter
provided, the original principal amount of this Note, being $ (the "Principal
Amount"), together with interest thereon accrued from the date of this Note, at the rate of interest
of % per annum (the "Stated Rate"), in the amount and on the dates (the "Scheduled
Payment Dates") set forth on the Payment Schedule attached as Schedule A hereto and in the
amounts stated thereon (the "Scheduled Payments"). Unpaid interest accruing from the date of
this Note, shall be added to principal on a semi
annual basis on each August 1 and February 1 until February 1,
Any payments on this Note shall be applied first to accrued interest and then to the
Principal Amount in respect of which such payment is made.
Each payment on this Note is payable in any coin or currency of the United States of
America which on the date of such payment is legal tender for public and private debts and shall
be made by check or draft made payable to the Owner and mailed to the Owner at it postal
address within the United States which shall be designated from time to time by the Owner.
The Note is a special and limited obligation and not a general obligation of the Authority,
which has been issued by the Authority to aid in financing a "project," as defined in Minnesota
Stat, ; ?.es, § 469.174, of the Authority within and for the benefit of the Tax Increment
Financing District ("District").
THE NOTE IS NOT A DEBT OF THE AUTHORITY, THE CITY OF RICHFIELD, OR
THE STATE OF MINNESOTA (THE "STATE"), AND NEITHER THE AUTHORITY, THE
CITY OF RICHFIELD, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF
SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT OF
ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT, AS
DEFINED BELOW.
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The Scheduled Payment of this Note due on any Scheduled Payment Date is payable
solely from and only to the extent that the Authority shall have received as of such Scheduled
Payment Date "Available Tax Increment." For the purpose of this Note, "Available Tax
Increment" means: Seventy-five Percent (75%) of the tax increment received from the real
estate described in Schedule B the Element for years beginning with
and ending in , after first deducting therefrom +i)+ any amount needed to make a previously
due but unpaid Scheduled Payment to Owner( ,-and ii) any amount -Fequi ea to make c payment
due but not other-wise paid to the Auther-ity under- Seetion 3.3(b) of the Development Geat-Faet?.
For purposes of this Note, a "Payment Date" shall mean each of the Scheduled Payment
Dates set forth on Schedule A attached hereto. To the extend that on any Payment Date the
Authority is unable to make a full Scheduled Payment due to insufficient Available Tax
Increment (which insufficiency is not due to a failure of the Owner to pay full real estate taxes
payable on the Element), such deficiency shall be deferred and paid along
with future Scheduled Payments but only to the extent of Available Tax Increment. This Note
shall terminate upon the earlier of i) the date when the [ Rede eleper4 [Owner] has been fully
reimbursed according to the terms hereof; or ii) February 1,
The Authority's obligation to make any payments under this Note shall be suspended and
the Authority shall have no obligation and incur no liability to make any payments hereunder
immediately upon the occurrence of an Event of Default with respect to the
Element under the Contract for Private Development, dated , 1998, (the
"Development Contract") between the Authority and the Owner, subject to the notice and cure
provisions of Section 9.2 thereof, and limited only to defaults which relate to the
Element.
This Note shall not be payable from or constitute a charge upon any funds of the
Authority or the City of Richfield and the Authority shall not be subject to any liability hereon or
be deemed to have obligated itself to pay hereon from any funds except the Available Tax
Increments, and then only to the extent and in the manner herein specified.
The Owner shall never have or be deemed to have the right to compel any exercise of any
taxing power of the Authority or the City of Richfield or of any other public body, and neither
the Authority or the City of Richfield nor any director, commissioner, council member, board
member, officer, employee or agent of the Authority or the City of Richfield, nor any person
executing or registering this Note shall be liable personally hereon by reason of the issuance or
registration hereof or otherwise.
This Note shall not be transferable or assignable, in whole or in part, by the Owner
without the prior written consent of the Authority; provided that the Owner may pledge the
payments hereunder to a lender or assign the payments hereunder to a subsequent purchaser of
the Development, but only with prior written notice thereof to the Authority.
The Owner may also, without prior notice to or consent of the Authority transfer or
assign the Note or the right to receive payments under the Note to a wholly-owned subsidiary of
the Owner.
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This Note may be prepaid in full at any time at the option of the Authority; and may also
be prepaid at the request of the Owner, but in either instance only if the Authority first
determines that sufficient tax increment is or will be generated to permit such prepayment, and
the parties agree upon the actual prepayment amount.
This Note is issued pursuant proper action of the Authority by Resolution and the Owner
is entitled to the benefits thereof, which Resolution is incorporated herein by reference.
IT IS HEREBY CERTIFIED AND RECITED that any acts, conditions, and things
required by the Constitution and laws of the State of Minnesota to be done, to have happened,
and to be performed precedent to and in the issuance of this Note have been done, have
happened, and have been performed in regular and due form, time, and manner as required by
law; and that this Note, together with all other indebtedness of the Authority or the City of
Richfield outstanding on the date hereof and on the date of its actual issuance and delivery, does
not cause the indebtedness of the Authority or the City of Richfield to exceed any constitutional
or statutory limitation thereon.
IN WITNESS WHEREOF, the Board of Commissioners of the Authority has caused this
Note to be executed by the manual signatures of the Chairperson and the Executive Director of
the Authority and has caused this Note to be dated '199-.
0
Chairperson
Executive Director
0
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•
LJ
•
SCHEDULE A
SCHEDULED SCHEDULED
SCHEDULED
PAYMENT DATES I PAYMENTS I PAYSCHEDULED MENT DATES I PAYMENTS
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B-4
EXHIBIT D
Example
ASSESSMENT AGREEMENT
[ELEMENT DESIGNATION]
THIS AGREEMENT, made on or as of the day of 119-1
and between the Housing and Redevelopment Authority in and for the City of Richfield, a public
body, corporate and politic (the "Authority") and CSM Properties, Inc., a Minnesota corporation
(the 'Redeveloper").
WITNESSETH, that
WHEREAS, on or before the date hereof the Authority and Redeveloper have entered
into a Contract for Private Redevelopment dated , 1998 (the "Redevelopment Contract"),
pursuant to which the Authority is to facilitate development of certain property in the City of
Richfield hereinafter referred to as the "Property" and legally described in Exhibit A hereto; and
WHEREAS, pursuant to the Redevelopment Contract the Redeveloper is obligated to
construct certain improvements upon the Property (the " Element"); and
WHEREAS, the Authority and Redeveloper desire to establish a minimum market value
for the Property and the Element constructed thereon, pursuant to Minnesota
Statutes, Section 469.177, Subdivision 8; and
WHEREAS, the Authority and the Assessor for Hennepin County (the "Assessor") have
reviewed the preliminary plans and specifications for the Element and have
inspected such improvements;
NOW, THEREFORE, the parties to this Agreement, in consideration of the promises,
covenants and agreements made by each to the other, do hereby agree as follows:
1.
Exhibit A,
be $
The minimum market value which shall be assessed for the Property described in
together with the Element thereon, for ad valorem tax purposes, shall
as of January 2, 19 notwithstanding the progress of construction of such
_ Element by such date.
2. The minimum market value herein established shall be of no further force and
effect and this Agreement shall terminate on the earlier of the following: (a) The date of receipt
by the Authority of the final payment from Hennepin County of Tax Increments from TIF
District No. ; (b) The date when the Note, as defined in the Redevelopment Contract has been
fully paid or defeased in accordance with their terms.
The event referred to in Sections 2(b) of this Agreement shall be evidenced by a
certificate or affidavit executed by the Authority.
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RC125-152
• 3. This Agreement shall be promptly recorded by the Authority. The Redeveloper
shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, nor shall
they be construed as, modifying the terms of the Redevelopment Contract between the Authority
and the Redeveloper.
5. This Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the parties.
6. Each of the parties has authority to enter into this Agreement and to take all
actions required of it, and has taken all actions necessary to authorize the execution and delivery
of this Agreement.
7. In the event any provision of this Agreement shall be held invalid and
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
8. The parties hereto agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such supplements,
amendments and modifications hereto, and such further instruments as may reasonably be
required for correcting any inadequate, or incorrect, or amended description of the Property or
• the Element, or for carrying out the expressed intention of this Agreement,
including, without limitation, any further instruments required to delete from the description of
the Property such part or parts as may be included within a separate assessment agreement.
9. Except as provided in Section 8 of this Agreement, this Agreement may not be
amended nor any of its terms modified except by a writing authorized and executed by all parties
hereto.
10. This Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
11. This Agreement shall be governed by and construed in accordance with the laws
of the State of Minnesota.
•
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RC125-152
u
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA
By:
By:
Its Chairperson
Its Executive Director
•
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
On this day of , 1998, before me, a notary public within and
for Hennepin County, personally appeared and
to me personally known who by me duly sworn, did say that
they are the Chairperson and Executive Director of the Housing and Redevelopment Authority in
and for the City of Richfield (the "Authority") named in the foregoing instrument; that the seal
affixed to said instrument is the seal of said Authority; that said instrument was signed and
sealed on behalf of said Authority pursuant to a resolution of its governing body; and said and
acknowledged said instrument to be the free act and deed of said
Authority.
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Notary Public
D-3
0 CSM INVESTORS, INC.
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
By:
Its:
On this day of , 19_, before me, a notary public within and for
Ramsey County, personally appeared , the
Vice President of CSM INVESTORS, INC., a Minnesota corporation and acknowledged the
foregoing instrument on behalf of the corporation.
Notary Public
is
is
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0 CERTIFICATION BY COUNTY ASSESSOR
The undersigned, having reviewed the plans and specifications for the improvements to
be constructed and the market value assigned to the land upon which the improvements are to be
constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for
the assessment of the above described property, hereby certifies that the values assigned to the
land and improvements are reasonable.
County Assessor for the County of Hennepin
STATE OF MINNESOTA )
) SS
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of ,
19 by , the County Assessor of the County of Hennepin.
Notary Public
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RC125-152
EXHIBIT A of ASSESSMENT AGREEMENT
Legal Description of Property
JBD-151523 D-6
RC125-152
EXHIBIT E
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of this
day of , 1998, between ("Lender"), whose address is at
, and THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA, a public body corporate and politic
("HRA"), whose address is 6700 Portland Ave. South, Richfield,Minnesota 55423.
RECITALS
A. CSM Properties, Inc., a Minnesota corporation ("Developer"), is the owner of certain
real property situated in Hennepin County, Minnesota and legally described in Exhibit A
attached hereto and incorporated herein (the "Property").
B. Lender has made a mortgage loan to Developer in the original principal amount of
$ (the "Loan"). The Loan is the evidenced and secured by the following documents:
(i) a certain promissory note (the "Note") made by Developer dated
, 1998, in the amount of $ ; and
(ii) a certain mortgage, security agreement and fixture financing statement
(the "Mortgage") made by Developer dated , 1998, filed
, 1998, as Hennepin County Recorder/Registrar of Titles Doc.
No. encumbering the Property; and
(iii) a certain assignment of leases and rents (the "Assignment") made by
Developer dated , 1998, filed , 1998, as Hennepin
County Recorder/Registrar of Titles Doc. No. encumbering
the Property.
The Note, the Mortgage, the Assignment, and all other documents and instruments
evidencing, securing and executed in connection with the Loan, are hereinafter collectively
referred to as the "Loan Documents."
C. HRA is the owner and holder of certain rights under:
(i) a certain unrecorded Contract for Private Development (the "Contract") by
and between Developer and HRA dated , 1998;
(ii) a certain Assessment Agreement dated , 1998, filed
, 1998, as Hennepin County Recorder Doc. No.
encumbering the Property (the "Assessment Agreement"); and
0 (iii) a certain Limited Revenue Tax Increment Note in the original principal
amount of $ (the "TIF Note").
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•
P-J
(iv) A restriction contained in the deed of conveyance from the HRA to
Developer as described in Section 3.3(c) of the Contract [(the "Deed")].
NOW, THEREFORE, in consideration of the foregoing and as an inducement to Lender
to make the Loan, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto represent, warrant and agree as follows:
1. Consent. The HRA acknowledges that the Lender is making the Loan to the
Developer and consents to the same. The HRA also consents to and approves the assignment of
the Contract and TIF Note by the Developer to the Lender as collateral for the Loan; provided,
however, that this consent shall not deprive the HRA of or otherwise limit any of the HRA's
rights or remedies under the Contract and TIF Note and shall not relieve the Developer of any of
its obligations under the Contract and TIF Note; provided further, however, the limitations to the
HRA's consent contained in this Paragraph 1 are subject to the provisions of Paragraph 2 below.
2. Subordination. The HRA hereby agrees that the rights of the HRA with respect to
[THE RELEVANT ELEMENT] under the Contract are and shall remain subordinate and subject
to liens, rights and security interests created by the Loan Documents and to any and all
amendments, modifications, extensions, replacements or renewals of the Loan Documents;
provided, however, that nothing herein shall be construed as subordinating the requirement
contained in the Contract or the Deed that the Property be used in accordance with the provisions
of Section 33(c) of the Contract, or as subordinating the Assessment Agreement or the HRA's
rights under the TIF Note to suspend payments and to allocate Available Tax Increment (as
defined therein) in accordance with the TIF Note.
3. Notice to HRA. Lender agrees to use commercially reasonable efforts to notify
HRA of the occurrence of any Event of Default given to Developer under the Loan Documents,
in accordance with Section of the Contract. The Lender shall not be bound by the other
requirements in Section of the Contract.
4. StatutorS Exception. Nothing in this Agreement shall alter, remove or affect
Lender's obligation under Minnesota Statutes §469.029 to use the Property in conformance with
the Concept Plan, as defined in the Contract.
5. No Assumption. The HRA acknowledges that the Lender is not a party to the
Contract and by executing this Agreement does not become a party to the Contract, and
specifically does not assume and shall not be bound by any obligations of the Developer to the
HRA under the Contract, and that the Lender shall incur no obligations whatsoever to the HRA
except as expressly provided herein.
6. Notice from HRA. So long as the Contract remains in effect, the HRA agrees to
give to the Lender copies of notices of any Event of Default given to Developer under the
Contract.
7. Governing Law. This Agreement is made in and shall be construed in accordance
with the laws of the State of Minnesota.
8. Successors. This Agreement and each and every covenant, agreement and other
JBD-151523 E-2
RC125-152
provision hereof shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, including any person who acquires title to the Property
through the Lender of a foreclosure of the Mortgage.
9. Severability. The unenforceability or invalidity of any provision hereof shall not
render any other provision or provisions herein contained unenforceable or invalid.
10. Notice. Any notices and other communications permitted or required by the
provisions of this Agreement shall be in writing and shall be deemed to have been properly given
or served by depositing the same with the United States Postal Service, or any official successor
thereto, designated as registered or certified mail, return receipt requested, bearing adequate
postage, or delivery by reputable private carrier and addresses as set forth above.
11. Transfer of Title to Lender. The HRA agrees that in the event the Lender, a
transferee of Lender, or a purchaser at foreclosure sale, acquires title to the Property pursuant to
a foreclosure, or a deed in lieu thereof, the Lender, transferee, or purchaser shall not be bound by
the terms and conditions of the Contract with respect to [THE RELEVANT ELEMENT] except
as expressly herein provided. Further the HRA agrees that in the event the Lender, a transferee
of Lender, or a purchaser at foreclosure sale acquires title to the Property pursuant to a
foreclosure sale or a deed in lieu thereof, then the Lender, transferee, or purchaser shall be
entitled to all rights conferred upon the Developer under the Contract with respect to [THE
RELEVANT ELEMENT] provided that no condition of default exists and remains uncured
beyond applicable cure periods in the obligations of the Developer under the Contract with
respect to [THE RELEVANT ELEMENT].
12. Estoppel. The HRA hereby represents and warrants to Lender, for the purpose of
inducing Lender to make advances to Developer under the Loan Documents that:
(a) - No default or event of default by Developer exists under the terms of the
Contract, the Deed, or the Assessment Agreement on the date hereof;
(b) The Contract has not been amended or modified in any respect, nor has
any material provision thereof been waived by either the HRA or the
Developer, and the Contract is in full force and effect;
(c) Such other reasonable certifications as the Lender may request.
13. Amendments. The HRA hereby represents and warrants to Lender for the purpose of
inducing Lender to make advances to Developer under the Loan Documents that HRA will not
agree to any amendment or modification to the Contract, the Deed, the Assessment Agreement,
or any TIF Note issued under the Contract which in any way affects the Property without the
Lender's written consent.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day
and year first written above.
F?l
L
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Approved as to form:
STATE OF MINNESOTA )
COUNTY OF HENNEPIN
)
The foregoing instrument was acknowledged before me this day of
, 19_, by , the of the
Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public
body corporate and politic under Minnesota law, on behalf of such public body.
1BD-151523
RC 125-152
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA
By
Its
Notary Public
E-4