10-09-95 agendaCITY OF RICHFIELD, MINNESOTA
MONDAY, OCTOBER 9, 1995
SPECIAL CITY COUNCIL MEETING
5:45 P.M.
LOBBY CONFERENCE ROOM
CALL TO ORDER
INTERVIEW OF PERSONS INTERESTED IN SERVING ON CITY'S COMMISSIONS
ADJOURNMENT
REGULAR CITY COUNCIL MEETING
7:00 P.M.
COUNCIL CHAMBERS
AGENDA
INTRODUCTORY PROCEEDINGS
CALL TO ORDER
PLEDGE OF ALLEGIANCE
PRESENTATIONS
INTRODUCTION OF RICHFIELD SCHOOL LEADERS
2. PRESENTATION OF PROCLAMATION DESIGNATING OCTOBER 1995
DOMESTIC/FAMILY VIOLENCE PREVENTION MONTH IN CITY OF RICHFIELD
RECESS CITY COUNCIL MEETING
SPECIAL HOUSING AND REDEVELOPMENT AUTHORITY MEETING
7:00 P.M.
COUNCIL CHAMBERS
AGENDA
CALL TO ORDER
APPROVAL OF MINUTES OF THE (1) REGULAR HRA MEETING OF AUGUST 21, 1995;
(2) REGULAR HRA MEETING OF SEPTEMBER 18, 1995 (NO QUORUM); AND (3)
SPECIAL HRA AND CITY COUNCIL MEETING WITH PLANNING COMMISSION OF
SEPTEMBER 26, 1995 (NO QUORUM)
OPPORTUNITY FOR CITIZENS TO ADDRESS THE HRA ON ITEMS NOT ON THE
AGENDA
2. CONSIDERATION OF RESOLUTION APPROVING CONTRACT FOR PRIVATE
REDEVELOPMENT WITH MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT
L.L.C. D/B/A TOLD DEVELOPMENT COMPANY AND RATIFICATION OF RIGHT OF
ENTRY AGREEMENT (CONTINUED FROM SEPTEMBER 18, 1995)
HRA LETTER NO. 58
CONSIDERATION OF RESOLUTION AUTHORIZING PURCHASE OF PROPERTIES
FOR RICHFIELD REDISCOVERED (CONTINUED FROM SEPTEMBER 18, 1995):
• 6601 LOGAN AVENUE
• 506 EAST 67TH STREET
• 76TH AND EMERSON, LOT 1, BLOCK 2
• 76TH AND EMERSON, LOT 1, BLOCK 1
HRA LETTER NO. 59
4. PUBLIC HEARING AND CONSIDERATION OF RESOLUTION AUTHORIZING SALE
OF 7112 FIRST AVENUE (CONTINUED FROM SEPTEMBER 18, 1995)
HRA LETTER NO. 60
5. PUBLIC HEARING AND CONSIDERATION OF RESOLUTION AUTHORIZING SALE
OF RICHFIELD REDISCOVERED PROPERTY AT 6845 NEWTON AVENUE TO
LOYAL THOMPSON AND 6812-13TH AVENUE TO ROCK PORT HOMES
(CONTINUED FROM SEPTEMBER 18, 1995)
HRA LETTER NO. 61
6. EXECUTIVE DIRECTOR REPORT
CLAIMS AND PAYROLL
ADJOURNMENT
CONTINUE CITY COUNCIL MEETING
APPROVAL OF MINUTES OF THE (1) REGULAR CITY COUNCIL MEETING OF
SEPTEMBER 25, 1995; (2) SPECIAL CITY COUNCIL AND HRA MEETING WITH
PLANNING COMMISSION OF SEPTEMBER 26, 1995; (3) SPECIAL JOINT CITY
COUNCIL/RICHFIELD SCHOOL BOARD MEETING OF OCTOBER 2, 1995; AND (4)
REGULAR CITY COUNCIL STUDY SESSION OF OCTOBER 2, 1995
PRESENTATION
OPPORTUNITY FOR PERSONS TO ADDRESS THE COUNCIL ON ITEMS NOT
LISTED ON THE AGENDA
AGENDA APPROVAL
COUNCIL APPROVAL OF AGENDA
CONSENT CALENDAR
5. CONSENT CALENDAR CONTAINS SEVERAL SEPARATE ITEMS WHICH ARE
ACTED UPON BY THE CITY COUNCIL IN ONE MOTION. ONCE THE CONSENT
CALENDAR HAS BEEN APPROVED, THE INDIVIDUAL ITEMS AND
RECOMMENDED ACTIONS HAVE ALSO BEEN APPROVED. NO FURTHER
COUNCIL ACTION IS NECESSARY. HOWEVER, ANY COUNCIL MEMBER MAY
REQUEST THAT AN ITEM BE REMOVED FROM THE CONSENT CALENDAR AND
PLACED ON THE REGULAR AGENDA FOR COUNCIL DISCUSSION AND ACTION.
ALL ITEMS LISTED ON THE CONSENT CALENDAR ARE RECOMMENDED FOR
APPROVAL.
A. CONSIDERATION OF APPROVAL OF RESOLUTION APPROVING
CONTINUATION OF PROCESS OF CONSOLIDATION OF RICHFIELD FIRE
RELIEF ASSOCIATION WITH PUBLIC EMPLOYEES RETIREMENT
ASSOCIATION POLICE AND FIRE FUND C.L. 271
B. CONSIDERATION OF APPROVAL OF RESOLUTION AMENDING JOINT
POWERS AGREEMENT OF I-35W SOLUTIONS ALLIANCE C.L. 272
C. CONSIDERATION OF APPROVAL OF EXTENSION OF CONTRACT NO. A01384
WITH HENNEPIN COUNTY TO ALLOW CONTINUED ACCESS TO PROPERTY
INFORMATION SYSTEM C.L. 273
D. CONSIDERATION OF APPROVAL OF REQUEST FOR OFF-STREET PARKING
PERMIT FOR TAXI DISPATCH SERVICE AT 7608 KNOX AVENUE C.L. 274
E. ESTIMATE #2 PAYMENT FOR PAINTING OF LOGAN WATER TOWER;
DELOUGHERY PAINTING COMPANY; $104,651.95
F. FIRST AND FINAL PAYMENT FOR 1995 CURB AND GUTTER AND SIDEWALK
REPAIR; GUNDERSON BROTHERS CO., INC.; $40,794.12
PROPOSED ORDINANCE
6. CONSIDERATION OF FIRST READING OF ORDINANCE AMENDING SECTION
1210.07 OF CODE OF ORDINANCES INCREASING NUMBER OF ON-SALE NON-
INTOXICATING MALT LIQUOR LICENSES AVAILABLE FROM CITY FROM 12 TO 15
COUNCIL LETTER NO. 275
ADMINISTRATIVE REPORTS & OTHER BUSINESS
7. CONSIDERATION OF COUNCIL CONFIRMATION OF MAYOR'S APPOINTMENT OF
HOUSING AND REDEVELOPMENT AUTHORITY COMMISSIONER
COUNCIL LETTER NO. 276
8. CONSIDERATION OF APPOINTMENTS TO HUMAN RIGHTS COMMISSION AND
FRIENDSHIP CITY COMMISSION
COUNCIL LETTER NO. 277
AIRPORT BUSINESS
9. AIRPORT STATUS REPORT
77TH STREET PROJECT BUSINESS
10. 77TH STREET PROJECT STATUS REPORT
CORRESPONDENCE
11. LEGISLATIVE REPORT
COUNCIL CHOICE
12. COUNCIL DISCUSSION ITEMS
13. CLAIMS AND PAYROLLS
14. 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. 6i
Agenda October 9, 1995
Issue Statement:
Public hearing and authorization of the sale of Richfield Rediscovered property at 6845
Newton Avenue to Loyal Thompson and 6812-13th Avenue to Rock Port Homes
(continued from September 18, 1995).
Background:
The HRA authorized the acquisition of 6845 Newton Avenue under the Richfield
Rediscovered Program. Loyal Thompson, a Richfield resident who has built numerous
homes in Richfield in the past, is proposing to build a new home. The sale price of the
lot is $26,000. Acquisition of 6812-13th Avenue was authorized in June 1995. Rock
Port Homes, Inc. will build a new home for a New Ford Town couple. The lot is valued
at $30,000. The new homes will be valued at $125,000 and $130,000 respectively.
The development agreement remains essentially unchanged from those previously
used for Richfield Rediscovered.
The agreements require the builders to:
• Pay for the site at the stated lot value minus the demolition credit, if any,
upon completion of the home.
• Provide financial security during the construction period with a letter of credit,
or similar security, that has a value of $26,000 and $30,000 respectively.
(The security amount is the difference between the lot price and the total
HRA investment in the property or the lot price, whichever is greater.)
• Complete the homes and pay for the lots by June 1996.
Both builders are financially sound, and have completed quality homes in the
community in the past.
Recommended Motion:
Following the public hearing, adopt the attached resolution which authorizes the Chair
and Executive Director to execute agreements which sell 6845 Newton Avenue to Loyal
Thompson and 6812-13th Avenue to Rock Port Homes for the development of new
single family homes.
Basis of Recommendation:
1. A check of references indicates the builders are experienced, capable, financially
secure builders.
2. The HRA has acquired the lot at 6812-13th Avenue for the Richfield Rediscovered
program. The lot at 6845 Newton Avenue will be purchased by early October.
3. Development agreements have been negotiated and are in conformance with
program guidelines.
4. Notice of public hearing was published in the Sun-Current on September 6, 1995.
5. Previously, the Planning Commission found the sale of the lots for development of
new single family homes to be in conformance with the City's Comprehensive
Plan.
Alternative Recommendation:
Do not proceed with development agreements with the specified builders and direct
staff to find other buyers.
Discussion/Decision Mode:
Closings are anticipated to occur in early October with site clearance and construction
starting shortly thereafter.
Respectfully submitted,
~ ,;
Jame~~ Prosser
Executive Director
JDP:ds
HRA RESOLUTION NO.
RESOLUTION AUTHORIZING SALE OF REAL PROPERTY LOCATED AT 6845
NEWTON AVENUE TO LOYAL THOMPSON AND 6812-13TH AVENUE TO ROCK
PORT HOMES, INC. IN ACCORDANCE WITH DEVELOPMENT AGREEMENTS
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 Redevelopment Project (Project)
heretofore adopted by the City of Richfield (City) and the HRA, said real property being
described as follows:
6845 Newton Avenue: Lot 5, Block 7, Tingdale Bros. Lincoln Hills Addn
6812-13th Avenue: The South 72 ft of the North 288 ft of Block 5, except
the West 100 ft thereof, Rich Fields Addition, Hennepin County; and
WHEREAS, the HRA is authorized to sell real property within its area of
operation after public hearing; and
WHEREAS, two developers, Loyal Thompson and Rock Port Homes, Inc. have
been identified as the purchasers of the described properties in accordance with
development agreements; and
WHEREAS, the public hearing has been held after proper public notice; and
WHEREAS, the Planning Commission has made a finding that the disposition of
the property for residential purposes is consistent with the Comprehensive Plan.
NOW, THEREFORE, BE IT RESOLVED by the Richfield Housing and
Redevelopment Authority:
1. A public hearing has been held and 6845 Newton Avenue and 6812-13th Avenue
are authorized to be sold to Loyal Thompson and Rock Port Homes, Inc.,
respectively in accordance with development agreements with the HRA.
2. The purchase price for 6845 Newton Avenue is $26,000.
3. The purchase price for 6812-13th Avenue is $30,000.
4. The Chairperson and Executive Director are authorized to execute the Development
Agreements and other agreements as required to effectuate the sale to Loyal
Thompson and Rock Port Homes, Inc.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 9th day of October, 1995.
Thomas E. Harms, Chair
ATTEST:
Vern Luettinger, Secretary
Z
0
a
W
J
W
W
W
F
H
i ll i I
I
I
Ij ~
f '
I ~
~ ~'
0
W
Z ~
O Z
,~, W
a
~ z
~ o
W F.
~ 3
Z W
o z
o~ ~
~ ~
f"" ~ i
i
i I i
.,
- 2`[0'' ' r. ~ ~~ 2~2D
4~6 Zto q Awnt ~
U 2g'2.~
i o 2~
3
car.; s-r~o _~- ~ ~ S ~ ~ "
~
•
-~ - 5'a"
~.vai.L SAD
2048-3 LIJIfJb O
14' ~~
G~rhT
.
Y S~rJ'~
-1
3's~,ti II' 1l1" i 45°
`~ ~tnoKL~
/e~
I ~ ne~Q
11~ OPeAI
pA RAISED 0 -
U•
~ Rtf ~ a VAIZI~Y LL~GA71nA1 .ZL
FLc oR 'L l 3
/
~!/~
~
g ~ta'~ 'OA CAP
00 FLUE 3z~
~-~+ 00 ~ FAm1L~t ~ ~' BED
Z" W l.L
3'7~
2~Z.o 36ZD i zg2o
KlTC.HEI~
• 2$ uL
C~
4' NE?
z~zo
~ `t i„
~.. .
UPP
ER LEVEL
~ ~
_ i -
I p -7
~~ \ tics wtiLt - ,
13~D
8'9''-~~ ~~s"-~--4' -~ t~ 4
Z a~a
28 244Scs lltr~.t
ZrO 1=L-~+zKC i
_.
j
2gop
- ! ~
--
- 40
,e
2 OP ~~ ~ zb,
gXtb '~D1~L. FTL~' <<
~
J 2xL1 11J' U[.. ~'
t~
LT Fug ~-I~rz-F' ;' L~ LA71D a!
N
~
x j
° tt0~'2 I~Rif~
ttL - ~
I ! `~-,t_ SLACK
gx2ocv~,car j
~
D ~' O t I
~~ Q." GDiJL FAR.
I
' ~ I
' ~
!i. WL
1-i~x4
c I
.,. ~
LQWER LEVEL
O
W
,, W
i~ ~
~ W
.i J
,~~.~:
i
~''~
. ;~
,~;.
`; ~;j,
.. H
., ~I,~:
,;
~~ Iii}
~~:f} ..
,;,. ; :,
~ ~ .~. =~ ;
~:
~,~~~: y .
,.. :.
a:,',, , ;
__: -t:
~~~=~ '~
~,,
•~~
C .~•
~'
..; ti,
`.~.1~ ~
`~F'. q
~~ ~~/ 4•i.~..
.q_
~W
Z'
O_ ~
~"' W
W a
W
O
~~
IjGnutSlS
' 2DKa CAJL.NL
h co„~ . F uaor~
~x3oYrz. Fri
1
Hl~ ~~ "IYL\LSTf ~_
~ , -a _ ~
~
~Dq~ ~ %~
.
~
,
,
S`u// ~ ~,
~
I
~ ,
1
. i~ j /
~ /
'
/'
/
,
~
~
/~ / i' /,
'i
. i ~ i
~
.L C
D~fS!5 ~
~~
~
I c.T 1~~~
1
t
i
UPPER ELEVATION
-____=~
,,; ,,
~~' a.,, ~ I r.,.... ~ucrTL SE.o Reon~j ,.e, E., ~~ Yopn
\V
_ ~
~i.w. L
OrR~
, .i, i o
I I
j~~rs
I Y~`r N
p
+~ I I
I
~
~
t•-
~
~
~
= ~ L~*L44 1~ Y
F~iti
C i Q. s. ,
'~ II_4S ~~ ZV
V
~~~~~
.
~ ~~ I r 4ea
MI
~
3
l
1
1 I 2v ~Iwset~ aewc
` mic n
2~
car-ems.
33 0 L\/1N{~ p~pp p.\
~ O
FN ~
~
V41LT -Tp:
J
ly.~
Zd _
61r. i.uucw
I' -
BGTM 21
t1ASfEJZ 8Ep Raen
~
i ~ >•sv[!1
' ~J SYU6
cam
. N ~ wdi 7" .2 I ~~Te~[~o- i
L
4h ~
3t ~
i
i
~aTLa4E I r'L•••• Fieec 5Le-t.
~
~~ n
. ~csa
h!~ TtOS~f ~i
ti 24" p ~ -~
G .. . !p-V
I-ie x1• ow CaOn ~'_'I
LOfA/ER ELEVATION
rI~ urwn... I
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 60
Agenda October 9, 1995
Issue Statement:
Public hearing and consideration of resolution regarding the sale. of 7112 First Avenue
(continued from September 18, 1995).
Background:
The construction project at 7112 First 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 October 1995.
The selected purchaser is a three member, income qualified family seeking to continue
living in Richfield. Presently, the family is renting an apartment on 78th Street. They
meet the requirements stated in Attachment A. HRA authorization and a public hearing
authorizing the sale of the property is required prior to closing.
The purchasers are making a down payment of $13,000. They have applied for a
conventional mortgage in the amount of $77,000. The difference between the
estimated market value of $115,000 and the initial purchase price of $90,000 ($25,000)
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 may pay up to 2-1/2 points for mortgage discounting (approximately $2,138)
and the cost of title insurance (approximately $200) at closing. After closing, the HTC
contract of $73,377 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 the 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 7112 First
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 September meeting as continued.
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 August 21, 1995.
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 9, 1995 meeting so that the buyers
can finalize mortgage financing for a prompt closing.
Respectfully submitted,
Jamb `~ .Prosser
,~
Executive Director
JDP:ds
HRA RESOLUTION NO.
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
RESOLUTION AUTHORIZING SALE OF REAL PROPERTY LOCATED AT
7112 FIRST AVENUE
WHEREAS, the Housing and Redevelopment Authority (HRA), owns certain real
property located at 7112 First Avenue, legally described as Lot 4, Block 2, Sheldon
Blair's Woodale Fourth Addition; and
WHEREAS, the HRA acquired the property so that South Hennepin Technical
College (HTC) could construct a new single family home at 7112 First Avenue, to be
sold by the HRA to a moderate income family; and
WHEREAS, the Tran family has been identified as qualified purchasers for 7112
First Avenue; and
WHEREAS the conditions of sale include a total sales price of $115,000; a first
mortgage of $77,000 payable to the lender; a lien of $25,000 payable to the HRA and
$13,500 downpayment; and
WHEREAS, the sale of 7112 First 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 7112 First
Avenue occurs as presented herein.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 9th day of October, 1995.
Thomas E. Harms, Chair
ATTEST:
Vern Luettinger, Secretary
ATTACHMENT A
7112 First Avenue
New Home Program Eligibility Requirements
for
Home Buyers
• .Have athree-six member family (a family is defined as persons related by blood,
marriage or operation of law).
• Be a first time home buyer (or have not having owned in three years).
• Have the following maximum annual income depending upon family size:
Family Size Maximum Income
3 $36,200
4 $40,200
5 $43,400
g $46,650
This income is 80% of the metropolitan area median income - an accepted
CDBG program income level.
• Have the ability to make monthly payments on an $85,500 mortgage, pay $4,500
down, 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.
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 59
Agenda October 9, 1995
Issue Statement:
Adoption of a resolution authorizing the purchase of properties for Richfield
Rediscovered (continued from September 18, 1995).
Background:
Staff has negotiated the purchase of the following additional sites for Richfield
Rediscovered. BCL performed the requested appraisals. The negotiated purchase
price and appraised value are the same, except for the Logan property.
Address Purchased Price and Appraised Value
6601 Logan Avenue $69,446 (See note re: valuation)
506 East 67th Street $55,000 (See attached map)
76th and Emerson, Lot 1, Block 2 $50,000 (See attached map)
76th and Emerson, Lot 1, Block 1 $25,600 (See attached map)
A description of existing conditions, the proposed development concept and source of
funding at each property are attached in a summary form.
Recommended Motion:
Adopt the attached resolution which authorizes:
1. The purchase of the properties at the values indicated with the funds identified in the
attached property summary and resolution.
2. The Executive Director and HRA Chairperson to execute purchase agreements and
other documents to effectuate the purchase.
Basis of Recommendation:
1. The properties meet program requirements for acquisition and are identified in the
plans previously approved by the HRA.
2. Funding for acquisition is available.
3. The owners have voluntarily indicated an interest in selling their property to the
H RA.
4. Purchase has been negotiated at the stated values.
Alternative Recommendation:
1. Do not authorize acquisition of 506 East 67th Street. This property is not large
enough to redevelop a new house. Its acquisition is being considered because
neighboring houses encouraged the HRA to consider it as a "blight" removal.
Discussion/Decision Mode:
The Logan property would be purchased October 18 and demolished by November 22,
1995. A closing date for the East 67th property has not been determined yet. The City
Council can consider the sale of the Emerson properties as part of the final platting
process related to the 77th Street project.
Respectfully submitted,
i
James ~ o. Prosser
Executive Director
JDP:ds
RESOLUTION NO.
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
RESOLUTION AUTHORIZING PURCHASE OF REAL PROPERTY LOCATED AT:
6601 LOGAN AVENUE
507 EAST 67TH STREET
76TH STREET AND EMERSON 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:
6601 Logan Avenue: Lot 10, Block 2, Fairwood Park
507 East 67th Street: That part of Lots 13 and 14 lying East of the West
83 feet thereof, Block 1, McCutchan's Portlnd Avenue Park Addition
76th Street and Emerson Avenue: lot 1, Block 1; lot 1, Block 2, Cloverleaf
Addition according to the prelimary plat thereof.
WHEREAS, the HRA is authorized by Minnesota Statues Section 469.012 to
acquire real property within its area of operation; and
WHEREAS, the properties ,meet all program requirements for acquisition; and
WHEREAS, the HRA has caused appraisals of the subject properties to be
made by a qualified independent professional real estate appraiser and has negotiated
purchase prices with the owners based on stated values; and
WHEREAS, funds have been provided by the HRA and are available for
acquisition.
NOW, THEREFORE, BE IT RESOLVED by the Richfield Housing and
Redevelopment Authority:
1. That purchase prices are approved as follows:
Address Purchase Price
6601 Logan Avenue $69,446
507 East 67th Street $55,000 (CDBG)
76th and Emerson, Lot 1, Block 2 $50,000
76th and Emerson, Lot 1, Block 1 $25,000
2. That the Chairperson and Executive Director are authorized to execute a Purchase
Agreement and other documents to effectuate purchase for the amounts set forth in
this resolution.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 9th day of October 1995.
Thomas E. Harms, Chairperson
ATTEST:
Vern Luettinger, Secretary
6601 Logan Avenue
Background
The property was posted as uninhabitable in August, 1995. Staff inspected the dwelling
and found pets and personal property in disarray throughout the house. Further, at
least two dogs and 15 to 20 cats have lived intermixed with personal belongings and
have been unsupervised. Pet urine has penetrated the floors and walls making
renovation impractical. The conditions are very similar to those observed when the
HRA purchased 6636 Sheridan Avenue. The 1995 value for tax purposes is $87,000.
Appraised as a standard habitable dwelling the value was placed. at $81,000. The
negotiated price is $69,446. Incremental adjustments downward will reduce the price
further if the yard is not cleared up shortly and if personal property is not removed by
the October 18th date of closing.
Development Proposal:
Even though located on 66th Street, the site is part of a very desirable Richfield
neighborhood. Rock Port Homes has indicated that a new home similar to their
"Parade" entry might be possible. While development options are being explored
further, staff is arranging for the house and garage to be demolished before the-end of
November.
Funding Source:
This is an added acquisition for the HRA and was not included in the budget. It is
recommended that proceeds of sale from Richfield Rediscovered properties be shifted
from the 1995 Transformation Home Program to this expenditure. There will still be
funds available for transformation loans.
506 East 67th Street
Background:
The owners have voluntarily offered to sell their property to the HRA. An inspection
notes the foundation and floor structure is not secure, electrical wiring needs significant
updating, windows and doors are deteriorated, the garage has reached the end of its
useful life and the house generally has an inefficient floor plan that makes cost effective
remodeling ineffective. The appraised value and. negotiated purchase price is $55,000.
The size of the lot, 4,200 square feet, makes it too small to redevelop with a new home.
Development Proposal:
The substandard structure should be cleared from the site and. the remaining land
should be sold as a "splinter parcel" to the adjoining property owner at 500 E. 67th
Street. The value as a "splinter parcel" is determined by BCL Appraisals, at $2,100.
Basis of Proposal:
• The house is voluntarily available, is one of the properties on the HRA's list of
substandard homes, and qualified for acquisition.
• Renovation is impractical.
• Removal of the home and sale as a splinter parcel will enhance the neighborhood
and improve the land value of the home at 500 E. 67th Street. The property value at
500 East 67th Street for tax purposes is presently: Structure: $90,000, plus land
$24,000; total $114,000.,
• Combining these two parcels would match the corner property dimensions for a
home that already exists on Portland Avenue and 67th Street.
Funding Source:
Community Development Block Grant (CDBG) funds have a specific purpose such as
the removal of substandard housing. HUD has authorized the HRA to use CDBG funds
in this way with HRA concurrence.
76th Street and Emerson Avenue
Background:
The City is finalizing the replatting of the area affected by the 77th Street project. Two
residual residential parcels are buildable and the City has an interest in the HRA
developing those parcels with new housing. The larger parcel (Lot 1, Block 2) has
approximately 19,600 sq. ft. and was appraised by BCL at $50,000. The smaller parcel
(Lot 1, Block 1) has approximately 8,900 sq. ft. and was appraised by BCL at $25,600.
At a minimum, three homes (two on the larger parcel, one on the smaller parcel) are
possible. Staff is also exploring whether the larger parcel offers the opportunity for a
creative empty nester attached single family homes development. Perhaps three units
might be possible patterned after a concept presently being considered by the City at
609 West 74th Street.
The 609 West 74th Street concept proposed by Choice Wood Co. of Minneapolis is to
develop five townhome units for "empty nesters". The design features include master
bedrooms on the main floor, private gardens, and attached garages. The townhome
would be arranged around a protected central court in a cluster formation. The
proposal is schedu-e to go before the Hearing Examiner in September for setback and
lot coverage variances. An existing single family home would be removed.
Basis of Reauest:
• Residual parcels are available for development.
• If the HRA concurs, the City Council will be requested to sell the land to the HRA at
the stated values
• The HRA should be able to recover most of its investment as land proceeds.
Funding Source:
Richfield Rediscovered program funds are already committed. It is proposed that
additional funds be taken from the development account in 1995; to be returned to the
development account in 1996 when resale and development occurs. There are
sufficient development account monies available.
The Gity purchased this property for the 77th Street project using MSA funds. MSA
funds may only be used for road related purposes. MSA rules require that land
proceeds reflect the "highest and best use". Thus the 77th Street project cannot
discount the sale price.
HOUSING AND REDEVELOPMENT AUTHORITY
HRA Letter No. 5s
Agenda October 9, 1995
Issue Statement:
Approval of a contract for private development with Meridian Properties Real Estate
Development L.L.C. d/b/a TOLD Development Company and ratification of a Right of
Entry Agreement.
Background:
On May 15 the HRA, City Council and Planning Commission met to hear Ralph
Robinson, President of TOLD Development Co., present a concept for developing
Meridian Center on the Cloverleaf site. Meridian Center would consist of a six story first
phase office building and an eight story second phase office building with related
parking. Staff was authorized to negotiate a development agreement for subsequent
presentation to the HRA.
Mr. Robinson will be present October 9 to review the development concept and
respond to questions.
Attached to this letter is a contract for private development with Meridian. It reflects the
major points contained in the memorandum prepared by John Dean of Kennedy &
Graven presented to the HRA previously. Following is a summary of the major points of
the contract:
• The Table of Contents appears first.
• Article I pages 2-4 is primarily definitions.
• Article II pages 5-6 is a list of representations made by the HRA and the
Redeveloper.
• Article III, appears on pages 7, 8 and 9. It contains a list of sixteen items which are
pre-conditions to closing (Sections 3.2 and 3.3) If the items listed are not completed
by the HRA and/or the Redeveloper as indicated, the agreement could be nullified.
The HRA is responsible for some of the site preparation work. The cost of the work
would be paid from the tax increment or by a special assessment against the
Meridian Center.
Section 3.4 page 8, indicates that closing on the sale of the property is to happen
within 18 months of the signing of the contract. The closing date may be extended
for an additional six months if the HRA has not met its pre-closing conditions. If the
closing doesn't take place by the 18th month or the 24th month, either party may
terminate the agreement.
• Section 3.5 page 9 indicates that the sale price of the approximate eight acre site is
$1,100,000. This is the purchase price of the original 14 acre site to the HRA from
the RTC. The site will be divided into two parcels to accommodate the phasing of
the two office buildings. The portion of the purchase price for the Phase II
development will be escrowed by the title company and made available to the HRA
at the time of commencement of construction of Phase II.
• Article IV pages 10 through 13 relates to construction. Section 4.4 states that
Phase I is to have a minimum value for land and structures of $ 11 million.
• Section 4.5A. requires construction on Phase I to begin within 30 days of closing.
Phase II construction must begin within 3 years of the signing of the Agreement or
within one year of the completion of Phase I construction whichever is later.
• Section 4.5B is a list of five items which must be completed prior to closing on
Phase II property and also indicates the minimum value of $16.3 million for land and
buildings.
• Section 4.5C is a list of criteria to be used to determine whether an extension of time
should be granted for the construction of Phase II beyond that provided in Section
4.5A. The HRA would evaluate data presented by the developer related to changes
in market conditions.
• Article V on page 15 delineates the HRA's construction responsibilities which are
basically site preparation activities which precede construction.
• Article VI on page 16 addresses insurance and distribution of proceeds should the
improvements be destroyed. The HRA would be entitled to proceeds for certain of
its costs should the Redeveloper not rebuild.
• Article VII relates to tax increment assistance and appears on page 17. It provides
for the issuance of a note upon the completion of each phase of development. Each
note is payable only from the tax increment receipts received from each phase. The
notes appear as Exhibits D & E. Interest would be payable at 8.5% per annum.
The principal amount of each note will be presented to the HRA on October 9, 1995.
Schedule A attached to each note will indicate the semi-annual payments. Each
note provides for the HRA to recover its cost prior to the Redeveloper receiving
payments. Page 2 of each note indicates the deductions to be made before the
Redeveloper is paid.
Also attached is a Right of Entry Agreement. Ratification of the Executive Directors
signing of that agreement would be appropriate. The Right of Entry was made
available to the HRA earlier and authorized TOLD and its representatives to enter onto
the property to undertake environmental evaluations.
HRA Chair Tom Harms will not be present. at the October 9 HRA meeting. However, he
has reviewed the agreement. He has recommended that the agreement be amended
to include a provision that provides for a mechanism to assure that the developer is
progressing with the project with due diligence.
Copies of the amendment will be available at the Monday, October 9 HRA meeting.
Recommended Motion:
1. Discuss the proposed contract between the HRA and Meridian and consider a
motion adopting the attached resolution which approves the contract.
2. Ratify the signing of the Right of Entry Agreement.
Basis of Recommendation:
1. The HRA authorized staff to negotiate an agreement with TOLD.
2. The proposed contract is consistent with previous development contracts.
3. The .interests of the HRA are well protected.
4. The HRA, City Council and Planning Commission responded favorably to the
concept presentation in May.
5. A neighborhood information meeting sponsored by TOLD brought a generally
favorable response.
6. The proposed office development is generally consistent with the vision
formulated by the HRA for this site.
7. The development would "pay its own way."
8. If no taxes are paid, no payment is due Redeveloper.
9. The Right of Entry is necessary for TOLD to perform its "due diligence."
10. The Right of Entry adequately protects the HRA while providing TOLD with the
site access it requires.
Alternative Recommendation:
1. Reject the two proposals
2. Modify either/both proposals.
Discussion/Decision Mode:
Mr. Robinson is eager to proceed with the project. These two actions are necessary for
the project to proceed.
Respectfu ubmitted,
Jame D Tosser
Execu ~ Director
JDP:cak
HRA RESOLUTION NO.
RESOLUTION OF THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH MERIDIAN
PROPERTIES REAL ESTATE DEVELOPMENT L.L.C.
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota (the "Authority") has properly created and is administering its
Redevelopment District (the "District") 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 involve the development of commercial office facilities; and
WHEREAS, there has been presented before the Authority a form of Contract for
Private redevelopment ("Contract") among the Authority and Meridian Properties Real
Estate Development L.L.C. d/b/a TOLD Development Company, setting forth the
parties respective responsibility in developing commercial office 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 9th day of October, 1995.
Thomas E. Harms, Chair
ATTEST:
Vern Luettinger, Secretary
RIGHT OF ENTRY AGREEMENT
FOR ENVIRONMENTAL INVESTIGATION
THIS AGREEMENT, made on this ~~ ~ day of ~~±~1995 by and
between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY
OF RICHFIELD, a public corporation under the laws of the State of
Minnesota ("HRA"), MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT
L.L.C., a Minnesota limited liability company, d/b/a TOLD
DEVELOPMENT COMPANY ("TOLD").
I. R E C I T A L S
1.01. HRA is the fee simple owner of the real estate,
which is described on Exhibit A attached hereto and incorporated
herein ("Property").
1.02. HRA is desirous of .selling all or part of the
Property for redevelopment; and TOLD is interested in acquiring all
or portions of the Property.
1,03. HRA has previously obtained a Phase I Environmental
Assessment Report covering. most of the Property. TOLD now wishes
to enter the Property. to further investigate and evaluate the
Property and to obtain a separate report updating the Report for
the benefit of TOLD.
1.04. It is understood that in executing this Agreement,
HRA will not be granting (a) any permanent interest in the Property
to TOLD, or (b) exclusive use or possession of the Property to
TOLD.
II. AGREEMENT
NOW, THEREFORE, in consideration of the premises and their
mutual promises, the parties hereto hereby agree as follows:
JBD93801 1
RC125-66
2.01. Right of Entry. Effective upon the date hereof, HRA
hereby grants to TOLD, its agents, employees, contractors and
invitees the right to enter upon the Property, for the purpose of
making surveys, inspections, appraisals, investigations, and
testing relative to the environmental condition of the Property.
2.02. Consideration. In consideration for such right of
entry, TOLD agrees to:
(a ) Notify HRA of the date and time when work by TOLD on
the Property will commence under this Agreement at least five
(5) business days prior to doing any work on the Property in
order to permit HRA employees or consultants retained by HRA
to be present during the time any work is being done by TOLD
or its consultants;
(b) Provide a copy of all test results and reports
prepared by .its employees or consultants evaluating the
conditions present on the Property to HRA, within five (5)
days,, or as soon thereafter as reasonably. possible, following
completion thereof.
(c) Dispose of all solid waste generated during the
course of TOLD's sampling activities and other work on the
Property in accordance with applicable federal, state and
local laws, rules and regulations.
(d) Assume responsibility for performing such a remedial
program in response to any release of pollutants, contaminants
or hazardous substances present on the Property if such
conditions have resulted solely from a release of hazardous
substances on the Property caused by TOLD or its agents
,7BD93801 .Z
RC125-66
- carrying out activities under this Agreement and if and to the
extent required to obtain a "no action" letter from MPCA. TOLD
shall have no responsibility for merely disturbing existing
hazardous materials pre-existing on the Property prior to
TOLD's entry onto the Property unless such disturbance
actually results in a new release of hazardous substances.
(e) Complete all testing or investigation and other
activities permitted under this Agreement, by days from
the date of this Agreement unless such period is extended in
writing by HRA;
(f) Use the Property only for the purposes described
herein and not park or store any equipment on the Property,
except during the limited periods of time when work on the
Property which is contemplated by this Agreement is actually
in progress;
(g ) Do no unnecessary damage to the Property and restore
the Property to substantially the same condition as the
condition in which it was found by TOLD at the time of TOLD's
entry upon the Property pursuant to this Agreement;
(h) Hold HRA harmless from and indemnify it for any and
all claims, damages, judgments or obligations, including the
cost of defense of suit, arising out of damage to property or
arising out of injury to anyone incurred or alleged to have
been incurred in connection with or as a result of any work
done pursuant to this Right of Entry Agreement;
(i) TOLD or its contractors or invitees which enter the
Property pursuant to this Agreement shall carry insurance
sen9aaoi 3
RC125-66
during the time any work is done on the Property in accordance
with the following minimum requirements, showing HRA as Owner:
1. Workers' Compensation Insurance with limits as
provided by statute,. with all necessary statutory
elections to provide coverage for and/or claims made by
any person doing work on the Property pursuant to this
Right of Entry;
2. Employer's Liability Insurance (often included
as Coverage "b" in the Workers' Compensation policy) with
limits of $100,000.
3. Comprehensive Auto (and Truck) Liability
Insurance with minimum combined single limits of
$1,000,000 per occurrence.
4. Comprehensive General Liability Insurance
(including coverage for contractual liability, products,
and completed operations liability, liabilities arising
out of explosion, collapse or underground related
incidents) with minimum combined single limits of
$1,000,000 per occurrence. In addition, the
Comprehensive General Liability policy shall, to the
extent possible, include Owner and Tenant as additional
insureds with respect to work done on the Property.
(j) If TOLD removes a sample or portion of the Property
for investigation, monitoring, or testing, or obtains any data
or issues any report, it shall give HRA an equal amount of the
sample or portion and a copy of any data or report, and must
permit the HRA to perform independent investigation,
JHD93801 4
RC125-66
monitoring, or testing of the sample or portion, to the extent
possible.
(1) Neither TOLD, nor its employees., contractors nor
invitees shall cause, suffer or permit their activities on the
Property to interfere with the current use of the Property and
the activities of other parties who are currently on the
Property with the permission of the HRA. The HRA represents
that the only two other parties who are engaged in activities
on the Property with the HRA's consent are Shafer Contracting
Company, Inc., and Naegele Outdoor Advertising Company, Inc.
2.03. Governing Law. This. Agreement shall be interpreted
in accordance with and governed by the laws of the State of
Minnesota.
2.04. Notices and Demands. All notices, demands or other
communications under this Agreement shall be effective only if made
in writing and shall be sufficiently given and deemed given when
delivered personally or mailed by certified mail, return receipt
requested, postage prepaid, properly addressed as follows:
(1) If to HRA: Richfield HRA
6700 Portland Avenue South
Richfield, MN 55423-2599
Attn: Bruce Palmborg
(2) If to TOLD: TOLD Development Company
6900 Wedgwood Road
Suite 100
Maple Grove, MN 55369
Attention: Thomas M. Burke
or to such other persons as the parties may from time to time
designate in writing and forward to the other persons entitled to
receive notice as provided in this section.
JHD93801 5
AC125-66
2.05. Amendment. This Agreement may be amended by the
parties hereto only by written instrument executed with the same
procedures and formality as were followed in the execution of this
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed in their names and on their behalves on or as of
the above date.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF RICHFIELD
By /'~cc~.~.~--
I is ~ ; Y /~''~iv'f~ ~-e~Z
MEREDIAN PROPERTIES REAL ESTATE
DEVELOPMENT L.L.C.
B `~/ „
Y
JgD93801 6
RC125-66
EXHIBIT A
LEGAL DESCRIPTION FOR RIGHT OF ENTRY AGREEMENT
All that tract of land shown on the attached draft preliminary
plat for Cloverleaf Addition as Outlot A.
JH093801
RC125-66 A-1
--NENNEPIN COUNTY
N'., CORNER OF SECTION 33.
_ T0IMSNIP 2e. RANOE 24.
`• . I 60 I I 60 ( ..... ~ ~ ~ 1
~ ~ ,, ``w •., tc O 'tWRTN LINE •3R'•,-SE'', ____ }R~r
•ti
u
_ I ~ I _ I ~ ~
i ~ "" + _
V '~~
~- C1
~ P .. ~::. ~ :::::. ':.:::':" . '.~
c r.
' i:.
_ :~
....
.r""'`•• N89.57'S3"E ~6~3 __ _
... e, _
n I I .:off y 100 3C 70~_~--~
i ,',, Neize.rz •E __: , 76TH; STREET M 3•s9•'7 i9 se• oo - y'~ yLp0s4t ~`~a '"
96 L9151N "-_ •~I ~ 7a6 O°j b''?>. ~~ I t
s '. 3.ff SCE ~7~ ` I4 W I tY.4j e~ 4r` f^ S O ; :I' I~•
y --~ EO y« CIS .G `. y9 y°~' ~` N+ RpAt :. ~ _i
I30 50~ _ '~ 1 \\~S?). A~60 tgi ''• __ m __ __ _ "~ n ...
T ~ I s7z, ~~~' \ `''~ 'DS 30 ~
y S NB9959155'E I'I,oo/OS •E~ ? !~ J;'~ 30 I I i I~ R
= s ' ti ~ y o °. 6 "'%r189•SS't2"E_ I - '~'.
° ~^\ `~ `~, ? ! g v ~\ fj~~ 04,4 164.28 2 -
_ I N < y 1 ~ 63'9I \y0a (A~f~ 1x.5 C6, 1Jt. T~ •!p
._+ •_. I fn N ' ~ w `a ~ I' `~~-. ~ / ``"• 19) \ O.,~l, ~~S. JQ ~ ~ ~ N ~ I + _ \ i
~ O w s ~ ~`~/_= 467. g7~• ,3x.14'94 \ '' C1~ ~ Ss. ~ ni ~ ~ , Im I r
-a ... (~ ° $~ ~~ : ° '----- zr01JO. °4 I ; N 55'12"E eau L.
i N w/~ ~ --~ i' '~`'o..t 134.56 '
/ ~ e1
c ~ ~ I '`: / a ~ ~./ (O R " I ,`~ 1.4. ti`s ~ ~~60 ~ , •. ~ ~'N"
1
n ~ c
2 I ~' - /v 'L• ~ 8
oao
_ IiE: .•t m
~i~ .~~M
,~ a i yi ~~ - - _. _
~, I~ ~ i
'- __
\ 3d 90 ;' I
i '
1
I 599. Sr s .
?d, '9F~,1 ~a
F ~3. i
~ ~ F S.s ~'~` ,
c
o ,
T s I
A ,
,lf O~ `~` - o` a
' I a. T•a.
, R 3p, 3e,35e
1 I p,• ~D.96 ?~~ <
3p3 wsE. '3Oj.
~j ~1• ~O
?p I
, ,
, ,
, ,
• ~-
--____ _.---N89.32'32 •E 987.52----
~: ~ __ _
'nx$a
vii
i vao
°~~
~ _ ~ ~ p
~>TCZi I i
Hi
Coro I om
zmr
ooo= _
~~'^a r ~ -
~ _~ma
s b"o: I e
A~ >~~~
°g ~
i
~~
N
N89•
j ti
3G i ~ .
30
zI
rn °+
cl
9 4
O Y1
2 rn l
'" s y
w < yl
_ ;41
e O .I
~I
~"
•..
30 '
yI 30I
16
-- `.N89.55 12 E I^
"E"~ 'a 134.56
:v
U JO)
AO
~~~ `
4M r ._~ ~~
50. LINE SEC. 73-J
i~v
" gas
o~E
Tin
~g~
~y
O1~ o
r T
ro~
~ ` ~ o
~~ ~ ~ ~
~_ (~ _
~~
0
L J
r
t~u)
V
H~
O
c'~ ~
~~
v v
0
CONTRACT
FOR
PRIVATE REDEVELOPMENT
BY AND BETWEEN
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD
AND
MERIDL~N PROPERTIES REAL ESTATE DEVELOPMENT L.L.C.,
a Minnesota limited liability company,
d/b/a TOLD DEVELOPMENT COMPANY
1995
This document was drafted by:
Kennedy & Graven, Chartered
470 Pillsbury Center
Minneapolis, MN 55402
JHD89971
RC125-66
TABLE OF CONTENTS
ARTICLE I
Definitions
Section 1.1. Definitions 2
4
Section 1.2. Exhibits 4
Section 1.3. Rules of Interpretation
ARTICLE II
Representations
Section 2.1. Representations by the Redeveloper 5
5
Section 2.2. Representations by HRA
ARTICLE III
Land Sale
Section 3.1. Sale to Redeveloper 7
7
Section 3.2. Initial Preconditions to Closing 8
Section 3.3. Additional Preconditions to Closing 8
Section 3.4. Closing 9
Section 3.5. Purchase Price 9
Section 3.6. Condition of Property 9
Section 3.7. Taxes and Special Assessments 9
Section 3.8. Closing Costs 9
Section 3.9. Documents to be Delivered at Closing
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Agreement to Construct 11
11
Section 4.2 . [Blank ] 11
Section 4.3. [Blank] 11
Section 4.4. Concept Plans 12
Section 4.5A . Commencement of Construction
Section 4.5B . Preconditions to Phase II Construction 12
Commencement 12
Section 4.5C. Extension 13
Section 4.6.
4
7
i Construction Reports
letion of Construction -Certificate of •
Com
.
.
on
Sect p 13
Completion .
ARTICLE V
HRA Construction Responsibility
Section 5.1. [Blank] 15
ARTICLE VI
Insurance
16
Section6.1. Insurance 16
Section 6.2. Casualty -Proceeds 16
Section 6.3. Subordination
JBD89971
RC125-66 1
ARTICLE VII
Tax Increment
Section 7.1. Statement of Purpose 17
17
Section 7.2. Phase I Minimum Improvements 17
Section 7.3. Phase II Minimum Improvements
ARTICLE VIII
financing
Section 8.1. .
Limitations Upon Encumbrance 18
18
Section 8.2. Copy of Notice of Default to Lender 18
Section 8.3. Lender's Option to Cure Defaults 18
Section 8.4. HRA's Option to Cure Default 19
Section 8.5. Subordination 19
Section 8.6 Phase II Property '
ARTICLE IX
Prohibitions Against Assignment and Transfer
Section 9.1. Re resentation as to Development
P 20
20
Section 9.2.
Section 9.3 . [Blank] ~ '
Prohibition .Against Transfer •of Property and
20
Assignment of Agreement 21
Section 9.4. Information as to Stockholders or Partners 21
Section 9.5. Approvals
ARTICLE X
Events of Default
Section 10.1. .
Events of Default Defined 22
22
Section 10.2. _
Remedies on Default 23
Section 10.2.1. Revesting of Title in HRA 24
Section 10.2.2. Release of Escrow 24
Section 10.2.3.
Section 10.2.4. Resale
Right to Develop the Project with Others 24
24
Section 10.3. No Remedy Exclusive
No Additional Waiver Implied by One Waiver 24
Section 10.4.
ARTICLE XI
Additional Provisions
Section 11.1. Conflict of Interests; HRA Representatives Not 25
Individually Liable 25
Section 11..2. Nondiscrimination
ovisions Not Merged With Deed
P 25
Section 11.3.
Section 11.4. r
Notice of Status and Conformance 25
25
Section 11.5. Wage and Job Covenants 26
Section 11.6. Redeveloper Deposit 26
Section 11.7. Notices and Demands
' 26
Section 11.8. Counterparts
JBD899T1
RC125-66 u
CONTRACT FOR
PRIVATE DEVELOPMENT
THIS AGREEMENT, made and entered into this day of , 1995,
is by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR
THE CITY OF RICHFIELD, MINNESOTA, a Minnesota public body corporate and
politic (HRA), and MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT L.L.C.,
a Minnesota limited liability company, d/b/a TOLD Development Company
(Redeveloper) .
WITNESSETH
WHEREAS, the City of Richfield and HRA have established the
Interstate-Lyndale-Nicollet Redevelopment Project Area ("Project Area") under the
authority of Minnesota Statutes, Chapter 469 (the "Act") , and have established
within the Project Area a Redevelopment Tax Increment Financing District ("TIF
District")and adopted a Financing Plan ("TIF 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 Interstate-Lyndale-Nicollet Redevelopment .Project Area and in
accordance with the TIF Plan adopted by the City, on November 12, 1985, and HRA
on October 21, .1985, and subsequently amended, following extensive study and
preliminary work conducted by the City and HRA and others engaged by them; and
WHEREAS, .the Redeveloper has proposed a development ("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
A ("Redevelopment Property") and to develop the Redevelopment Property for and
in accordance with this Agreement; and
WHEREAS, consistent with the TIF Plan, the HRA is willing to provide
financial 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:
JHD89971
RC125-66
~'~
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-to-time
modified, amended, or supplemented.
"Authority" means the Housing and Redevelopment Authority in and for the
City of Richfield, or any successors or assigns.
"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 4.5 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 with respect to any phase the completion
of construction of the Minimum Improvements for that phase except for tenant finish
work.
"Concept Plans"...mean
narrative. descr}ptivrts whiell
the HRA as prc~v~cied n`i S~etiaz~4f~ ~n+d ~~~{~€~:
"Construction Contract" means a contract or contracts which provides for
completion of a phase on the Minimum Improvements.
"County" means the County of Hennepin.
"Development,!! means
"Event of Default" means an action by the Redeveloper listed in Section 10.1
of this Agreement .
"Equity" means contributions or funds by Redeveloper sufficient to satisfy the
providers of Financial Commitments and to satisfy the other obligations for which
Equity is required hereunder .
"Final Development Plan" means the plan submitted by the Redeveloper to the
City for review in connection with zoning approvals.
JHD89971
RC125-66 2
"Financial Commitment" means a written document which sets forth the
conditions which, if satisfied by the Redeveloper, entitles it to a loan in a specified
amount at specific loan terms .
"Minimum Improvements" means the improvements to be constructed by the
Redeveloper on the Phase I Property and the Phase II Property.
"Minnesota Environmental Policy Act" means the statutes located at Minnesota
Statutes Sections 116D.01 et se ., 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 se . , as amended .
"Phase I Minimum Improvements" means the improvements to be constructed
by the Redeveloper on the Phase I Property.
rrphase II Minimum Improvements" means- the improvements to be constructed
by the Redeveloper on the Phase II Property.
"Phase I Property" means that portion of the Redevelopment Property which
is described as such in the attached Exhibit A.
"Phase II Property" means that portion of the Redevelopment Property which
is described as such in the attached Exhibit A.
"Redeveloper" means Meridian Properties Real Estate Development L . C . C . , a
Minnesota limited liability company, d/b/a TOLD Development. Company; a~an~+'~a'~~?~
entity ip. whieb. the ~bave' nand entity is;;the ~axsag~n~ ,general rer.
"Redevelopment Property" means the real property described as such on
Exhibit A of this Agreement; and which is comprised of the Phase I Property and the
Phase II Property .
"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 which is remitted to the Authority as
Tax Increment pursuant to the Tax Increment Act, 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 District" means the Sz'zterst~te L~ncial~ Ni,~p~~~:tRedevel~p~ae~at
Tax Increment Fix~ancing,'Di~trict as'such may lac modified'or demarad~d frora.tim+e t
time .
"Tax Increment Plan" means the tax iuGt'£'=m~u~' ~u~~?cing ~l~z ~ddpted b~' tkte
City in connection with the creationof the Tax Inere~ne~.t District and as ~uel~ mad
be modified and ameXlded from>~L7.me to time.:.
JBD89971
RC125-66 3
"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 .
"Unavoidable Delays" means delays which are the direct result of 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 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 Description;
B . Certificate of Completion;
C. [Blank];
D . Phase I Limited Revenue Note ("Note I") ; and
E . Phase II Limited Revenue .Note ("Note II") .
~`. ' Asaes~meP,t Agr+ee~e+niCS(~'}
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 .
JBD89971
RC125-66 4
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Redeveloper. (a) 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.
(b) If the conditions precedent to construction occur, including without
limitation, the provisions of Section 3.3 and subject to the other terms of this
Agreement, the Redeveloper reasonably believes that it has the capability to obtain
necessary Equity and a Financial Commitment necessary for construction of the
Minimum Improvements .
(c) If the conditions precedent to construction occur, including .without
limitation, the provisions of Section 3.3 and subject to the other terms of this
Agreement, 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.
(d) The Redeveloper will exercise all reasonably diligent efforts to obtain,
in a timely manner, all required permits, licenses., and approvals and if all such
approvals are obtained, and subject to Unavoidable Delays and .the satisfaction of all
preconditions set forth in this Agreement 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.
(e) 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 Aet 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 .
(a) The HRA has the power to enter into this Agreement and has duly
authorized the execution, delivery and performance of this Agreement by proper.
(b) 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 wlucl~: are required of Red~~relopar aid necessary to
implement the Project.
(c) The Project Area, TIF District and TIF Plan have been properly and
legally established and are currently fully operative. The TIF District was certified
JBD89971
RC125-66 5
on December 5, 1985; and the first tax increment from the TIF District was remitted
to the HRA in 1987.
(d) The Redeveloper has been given true and accurate copies of the TIF
Plan and all amendments to it. No challenge to the TIF Plan or the TIF District is
currently pending or anticipated .
(e) The HRA has no knowledge that any tax increment projections or similar
material furnished to the Redeveloper is untrue, but further makes ~ no
representation concerning its accuracy.
(f) The HRA will provide Redeveloper with all reports, investigations and
studies in the HRA's possession which have as their subject the Redevelopment
Property.
JHD89971
RC125-66 s
ARTICLE III
LAND SALE
Section 3.1. Sale to Redeveloper. Subject to the preconditions hereinafter
contained, the HRA agrees to sell and the Redeveloper agrees to purchase from the
HRA the Redevelopment Property.
Section 3.2. Initial Preconditions to Closing. Not later than 90 days from the
date of this Agreement, 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 portion of the wetland located on the Phase II Property which the
HRA is willing and legally entitled to ,fill, the allocation of the costs of such activity
and tl3.e ~ethad' for ta~naa~g such fiats, and whether, in the reasonable judgment
of the Redeveloper, the Phase II Property, including the wetland area to be filled,
is of sufficient area and configuration to support the proposed Phase II Minimum
Improvements .
(b) the location of any entry and exit points from and to the Redevelopment
Pro erty and adjacent public roadways, together.:;with;. any signalization for such
P
ent and exit oints and the allocation of the cost s~tt3, the m~t#uad:~Q~r~g t~~i
rY P
~~ for such signalization. -Any such agreement ~nn1T, to the extent deemed
appropriate by the HRA include-the owners of .land which would also be directly
serviced by such access points or signalization.
(c) the location, layout and design of any interior traffic circulation
systems for the phases and the timing for construction of the same.
(d) the landscape plan for the two phases and the timing for installation of
the same .
(e) whether either of the separate parcels of land lying to the northeast and
northwest of the Redevelopment Property would be included in the transaction and
added to the legal description of the Redevelopment Property.
(f) 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.
(g) 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
finaneiti of the cost of such activities .
In the event that the parties are unable to reach agreement on all the matters
and in the time described above, 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.
JBD89971
RC125-66
Section 3.3. Additional Preconditions. to. Closing. (a) Title. The Authority
shall have 60 days following the execution of this Agreement to provide the
Redeveloper with a commitment for title insurance ("Commitment") covering the
Redevelopment Property (which shall include any additional lands as described in
3.2(e) above. The Redeveloper shall have 30 days following receipt of the
Commitment to review the same and make any written objections regarding title . No
objection may be made which does not relate to a matter affecting the marketability
of title . Objections not made in writing within such 30 day period shall be deemed
waived .
(b) Plat. A Ylponj the execuion. Qf this Agreement':by;t~e parties, ,the HRA
shall proceed to replat the Redevelopment Property by the creation of two separate
lots . The location, size and configuration of the lots shall be decided following
consultation with the Redeveloper and shall be designed to each to accommodate one
of the phases . Following the replat, the Commitment will be revised to conform to
the plat, and the Redeveloper shall have 30 days from the receipt of the updated
Commitment to make any objection based upon the replat.
(c) Zonin Redeveloper shall have rezoned the Redeveloper Property to
PC-2 and shall have obtained a conditional use permit for the phase I minimum
improvements .
(d) Wetlands. The HRA shall have obtained all the necessary permits and
approvals allowing the filing of the portion of wetland described in 3.2(a) above, and
permitting utilization of the remainder of the Redeveloper Property so as to allow for
the contemplated development.
(e) Governmental Approvals . Except as to obligations imposed on the HRA
however, the Redeveloper has obtained all licenses, permits and approvals necessary
to allow for construction of the Phase I Minimum Improvements.
(f) Financing and Construction Contracts . Redeveloper has provided the
HRA with evidence reasonably satisfactory to the HRA that Redeveloper (i) has the
necessary funds -whether in the form of equity or financing (with all preconditions
to funding removable upon acquisition} or a combination which is sufficient to cover
the purchase of the Redevelopment Property and construction of the Phase I Minimum
Improvements and (ii) has in place construction contracts calling for the
construction of the Phase I Minimum Improvements .
(g) Other Matters . All other matters contained in this Agreement, or in
agreements made pursuant to Section 3.2, which were required to be performed by
Closing have either been satisfied or waived by the party in whose benefit they ran.
JHD89971
RC125-66 8
Section 3.4. Closin Closing on the purchase and sale described in Section
3.1 above shall occur not later than 18 months following the date of this Agreement;
provided, however, that if the Closing can not take place within that time due
entirely to the inability of the HRA to perform any of its preclosing obligations., then
the last date for Closing may be extended at Redeveloper's option to allow the HRA
to perform, but not for longer than an additional six months. At the end of the six
month period (or the end of the 18 month period if no option is made) either party
may terminate this Agreement by giving written notice of such termination to the
other party whereupon, both parties are discharged from any further obligations
hereunder .
Section 3.5. Purchase Price. At Closing Redeveloper shall pay to the_ HRA
the amount of $1,100, 000 as and for the purchase price of the Redevelopment
Property. The purchase price shall be allocated between the Phase I and Phase II
Property based on square footage. The portion of the purchase price which is
relocated to the Phase II Property shall be deposited with the Title Company in
escrow to be released as hereafter provided.
Section 3.6. Condition of Property. Except as to obligations of the HRA
described in Sections 3.2 and 3.3, the Redeveloper agrees to accept the
Redevelopment Property AS IS and WHERE IS and agrees to release and discharge
the HRA, its officers, agents and employees from any claims or cause of whatever
nature based upon the condition of the Redevelopment Property except as qualified
above.
Section 3.7 . Taxes and Special Assessments . Real estate taxes and special
assessments due and payable in the year of Closing shall be prorated as of the date
of Closing. Taxes and installments of special assessments due in years following the
year of Closing shall be the obligation of Redeveloper.
Section 3.8 . Closing Costs . Closing costs shall be allocated as follows
a) except as otherwise provided for in this Agreement, parties shall each
pay their own attorney and consultant fees;
b) the HRA shall pay the cost of obtaining and recording any instrument
necessary to vest title in it; and
c) all other recording fees, deed taxes, and Closing costs and fees shall
be paid by Redeveloper.
d) The HRA will pay the examination fee in connection with the issuance
of the Commitment. The Redeveloper shall pay for the policy or title
insurance.
Section 3.9. Documents to be Delivered at Closin At Closing the following
documents shall be delivered
:: .::.
,.
(.a}', Cashion check in the amaixnt ~esc~b~ci`;i~i, H~eti~tt ~'::5
(c~ Standard Lorin seller's affidavit
JHD89971
RC125-66 9
~ ~~
JHD89971
RC125-66 1
ARTICLE IV
CONSTRUCTION OF NIINIMUM IIVIPROVEIYiENTS
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. A i'hlan~cJ.
Section 4.3. /~ jblar~j.
Section 4.4 . Concept Plans . A T12e~ I~€RA le~e~y. aP~roves the C~r3cepf Plants
ase T wluch hake been. submitted by the Recle~veloger as they relate ;,to the
.:.
~~} rn€~r~~tin~ plate
(~) te~ie~t ~ prajeetians,,;
__
...................................................................................
~d3 ;, ge~:~x~al sz~e`plan~a~d
(e? ~h~wing'~be abase .~ A+~ixu~um ~uag~eov~nts±;.<rq~ab1+~.~~taal.
The parties .anticipate .that the Minimum .Improvements and the land will
completion, have a market value of approximately $11, 000, 000/x. F:
Ix,eaeveioper snat oat~u.n tn~ a~~rova~ of the<>~tt,;a rar tree rnas~ l.t c,~moe~~ rt~n. No
approval by the HItA shall relieve the Redeveloper of the obligation to comply with
the terms of this Agreement, the terms of the Redevelopment Plan, applicable
federal, state and local laws, ordinances, rules and regulations, or to construct the
Improvements. The HRA reserves the unrestricted right to reject the, Concept Plans
yr;phase Ij, oz~ qr amend~e~xts: ~o the'Cax~cept has for e~~h8r ph~s+e, if in its sole
discretion the HRA determines that the above referenced conditions have not been
met. 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 or a~, ari~e~iilment in
whole or in part, the Redeveloper shall submit new or corrected Concept Mans 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 app.~oval 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
JBD89971
RC1Z5-66 11
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 the final construction plans and specifications materially depart from
the approval Concept Plans .
Section 4.5A. Commencement of Construction. Subject to Unavoidable
Delays, the Commencement of Construction for the Phase I Nlinimum Improvements
must occur no later than 30 days following the Closing; and Commencement of
Construction for the Phase II Minimum Improvements must occur no later than three
years from the date of this Agreement or one year following completion of the Phase
I Minimum Improvements, whichever is later.
Section 4.5B . Preconditions to Phase II Construction Commencement. Phase
II construction may not commence until all of the following preconditions have
occurred:
a) all necessary. zoning. approvals. for Phase II have. been obtained .
b) the HRA. has reviewed and approved the evidence of financing:-for
construction of the Phase II Minimum Improvements .
e) all other preconditions to the commencement of the Phase II Minimum
Improvements contained- in this Agreement or in any agreement
referenced in Section 3.2 have been satisfied or waived.
Section 4.5C. Extension. The parties acknowledge that due to a number of
factors it may be prudent to extend the deadline for commencement of construction
on the Phase II Minimum Improvements beyond the. period described in 4.5A. The
purpose of this section is to describe the /~ t3~~rie?e~t3r which extensions may
be granted; the term of any extension and other methods relating to the granting of
extensions .
a) Extensions Generally. Extensions are valid for a period of one year.
Extensions of the type described in paragraph 4.5C(b) below may be
granted for any of the three years immediately following the expiration
of the period described in 4.5A above. Extensions of the type
described in paragraph 4,5C(c) below may be granted for either of the
first two years immediately following the expiration of the period
described in 4.5A above. Request for an extension must be made not
JBD89971
RC125-66 1 2
4.5A or of any reviously granted extension . No extension will be
granted if the ~ R,adevelo~er is in A Default of any of obligations
under this Agreement
b} Material Adverse Changes. The HRA will grant an extension if in its
reasonable judgment, based upon material supplied to it by the
Redeveloper that between the date of this Agreement and the date of
the extension request a material adverse change has occurred in the
market which renders construction of the Phase II Minimum
Improvements to '~>economically infeasible. The conclusion whether
the information subriitted reasonably supports such a conclusion will be
at the discretion of the HRA. Factors to be considered include the
following:
.. .............. .
i) interest rate for construction /~ 3acng:;as compares to Phase
........................
I~
ii) vacancy rates and rents for similar property in the same market
area; and
iii) availability of financing and the conditions imposed on such
financing.
e} Whether or not the conditions described in (b) above are present,
Redeveloper may request an extension and will receive such extension
upon satisfaction of the conditions imposed in paragraph (d) below.
d) Extension Charge. The charge c~each A extension described in
paragraph (c) above is $50,000 and shall be paid to the HRA at the time
the request is made. The amount which is repayable to the Redeveloper
pursuant to Section I0, 2 .'2 <fs reduced by $50, 000 for each extension
granted pursuant to paragraph (b) above, no other charge is to be
imposed for paragraph (b) extensions.
Section 4 . ? . Completion of Construction -Certificate of Completion . Once
commenced, construction of the Minimum Improvements for any phase shall be
diligently prosecuted to completion. Promptly after notification by the Redeveloper
of completion of the Minimum Improvements for each phases, the HRA shall inspect
the construction to determine whether such Minimum Improvements are completed
substantially in accordance with the .terms of this Agreement . If the HRA is
satisfied, it will promptly furnish the Redeveloper with a Certificate of Completion
~~r s~xh phase. 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, with respect to the obligations of the
Redeveloper to construct the Minimum Improvements with respect to the A phase 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
JBD89971
RC125-66 13
with the provisions of this Section 4.7, the HRA shall, 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. The HRA may not impose as a
condition for issuance of the certificate, any requirement which has previously been
deemed satisfied either by actual approval or the passage of time .
If the HRA fails to act on the certificate of completion within 60 days following
the date it is notified of completion of construction, of„a /~ .phase,, all objections shall
be deemed invalid and the certificate shall issue f`c~~ such ~~as~ .
JHD89971
RC125-66 14
ARTICLE V
HRA CONSTRUCTION RESPONSIBILITY
Section 5.1. The HR,A's obligations if any, with respect to matters involving
access to the Redevelopment Property, signalization of access, wetlands, filling,
utility relocation and removal will be as determined pursuant to the agreements
described in Section 3.2 and 3.3 of this Agreement.
JHD89971
RC125-66 15
ARTICLE VI
INSURANCE
Section 6.1. Insurance . Prior to Closing on any phase, the Redeveloper shall
provide evidence of insurance, for that phase, covering property, casualty,
workers compensation, fire, indemnity, general liability, employer's liability and
such other coverage and in such amounts as the HRA shall reasonably require .
Section 6.2 . Casualty -Proceeds . Prior to Closing on the Phase I Property,
the parties will agree to the appropriate mechanism for distribution of insurance
proceeds in the event that all or a significant part of the Minimum Improvements on
any part of the Redevelopment Property are destroyed by a covered casualty and the
Redeveloper elects not to rebuild. It is the understood intention of the parties that
in such event of a covered casualty which results in a total loss of the Minimum
Improvements, and there is an election not to rebuild, the insurance proceeds shall
first be used to repay the HRA for expenditures made by it pursuant to /~ A~t~;el;
III ` of this Agreement (except that such amount will be reduced annually iri an
amount which reflects the amount received in the prior years as reimbursement for
such expenditures with respect to the Redevelopment Property as determined by the
HRA's fiscal agent) . The HRA shall then be entitled to escrow, .from any remaining
proceeds, an amount in its reasonable judgment necessary to provide it adequate
replacement security in light of the extent of the loss, Redeveloper's remaining
obligations under the Agreement and the existence of other forms of security.
In the. event of a partial loss to the .Minimum Improvements (greater than
$50,000) as the result of a covered casualty, and there is an election not to rebuild,
the HRA shall be entitled to receive. from the proceeds an amount equal to the total
of the items listed above multiplied by a fraction the numerator of which is the loss
in market value caused by the casualty and the denominator of which is the market
value prior to the casualty. The HRA agrees that it will make no claim to the
proceeds in excess. of these stated above.
Section 6.3. Subordination. The HRA agrees that it will subordinate its
rights under this Article or release the Redeveloper from all or part of the provisions
of Section 6.2, if in the HRA's reasonable judgment: i) it possesses other adequate
alternate forms of security; and ii) to do so would be in the HRA's best interest to
do so .
JHD89971
RC125-66 16
ARTICLE VII
TAX INCRIII~TT
Section 7.1. Statement of Purpose. The parties acknowledge that the.
development which is proposed by the Redeveloper would not be feasible absent the
assistance which is provided the Redeveloper in this Article VII.
Section 7.2 . Phase I Minimum Improvements . Upon the issuance of a
Certificate of Completion ;for the Phase I Mtrumum Improvements, but only /~ if
Redeveloper has neit :committed an Exx~n~ caf l~efa~ult ~~d~r th~s.A~reement for which
care'-has not.:vccurred, the T~RA shall deliver to It.edeveloper the Limited Revenue
Tax Increment Note (the "Note") in substantially the form of the attached Exhibit B.
The HRA's obligation under this Agreement to make payments to the Redeveloper
with respect to Phase I is entirely limited to the terms of the Note I.
Section ? . 3 . Phase II Minimum Improvements . Upon the issuance of a
Certificate of Completion ,for the Phase II .Minimum.. Improvements,,. ,but only n
_ _ . _ . _ . ..... ,., ~ _ r n u~_ ~ +t .,~ ~ ~.:::a't.s,.. X ~.ti...~w~~~-w! 4~tiii r.r4~in'fi
cure<has ~vt occurred, the H1tA dial ever to a eve oper a mi a even
Tax Increment Note (the "Note") in substantially the form of the attached Exhibit ~.
The HRA's obligation under this Agreement to make payments to the Redeveloper
with respect to Phase II is entirely limited to the terms of the Note II.
JHD89971
RC125-66 17
ARTICLE VIII
FINANCING
Section 8.1. Limitations Upon Encumbrance. Prior to the issuance of a
Certificate of Completion, 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 purchasing or redeveloping the
Redevelopment Property or funding construction of the Minimum Improvements .
Section 8.2. Copt/ 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 by the Redeveloper 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 4.5 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 4.5t~4 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 4.7 of
this Agreement.
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
JHD89971
RC125-66 18
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 financing
for the construction of the Minimum Improvements by the Redeveloper, the HRA
agrees to modify and to subordinate its right under this Agreement to the mortgage
or other financing agreement held by the financial institution providing such funds,
provided, however, that nothing in this Section 8.5 shall be deemed to require the
HRA to agree to any modification or subordination of its rights which in its judgment
would be contrary to its best interests, or to the prompt and timely construction of
the Minimum Improvements; or which would fail to obligate any Holder to the
provisions of Section 8.3.
section 8.6 Phase II Property. Redeveloper understands and agrees that
until such time as the Redeveloper has /~ Cvmmela~~ed Ce~ns~x'uctan ~~? ~ Phase;.. ~
p~p~rty as peraitts+d by ~his_A~e~ent; it may not take any actions, nor do any
things which will result in ariy liens or encumbrances being placed against the Phase
II Property without the express prior consent of the HRA.
,7HD89971 19
RC125-66
ARTICLE IX
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
Section 9.1. Representation as to Development. 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 change as hereunder described 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] .
Section 9.3. Prohibition Against Transfer of Property and Assignment of
Agreement. For the foregoing reasons, the Redeveloper represents and agrees that
as to each Phase and prior to the issuance of a Certificate of Completion for that
Phase
(a) Except only by way of security for, and only for, .the purpose of
obtaining financing of the nature described in Section B .1, 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 such phase 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.
(b) The HRA shall be entitled to require, except as otherwise provided in the
Agreement, as conditions to any such action described in paragraph (a) above that:
(i) any proposed transferee shall have the qualifications and financial responsibility,
as reasonably 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 Prop rot osed transfgearteensbty
the extent that they relate to such part) ; (ii) any p p
instrument in writing satisfactory to the HRA and inform 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
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
JBD89971
RC125-66 20
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. The HRA shall not
unreasonably delay the taking of any action required of it under this paragraph.
(c) [Blank]
(d) 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 (b) relieve Redeveloper if they present a transferee or assignee acceptable to the
HRA.
Section 9.4. 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) ahe
Redeveloper will promptly notif the HRA of any and all. changes A ~ti'the cn~tre~ling
Y
interest 4f Redeveloper whet~.er...l~ 'fir bene€zeal, or of any other act or
transaction involving or resulting in any aunYt change /~, 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 respective 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 RedeveloperA.
Section 9.5 . Approvals . Any approval required to be given by the HRA
under this Article IX of this Agreement maybe 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 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. Failure to
provide such information shall be an adequate basis for the denial of any requested
approval; however, it shall not otherwise be /~ c~nstrue~: as a default under this
Agreement .
JHD89971
RC125-66 21
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
(a) Failure by the Redeveloper to pay when due any payments required to be
paid under Article III of this Agreement .
(b) Subject to Unavoidable Delay, failure by the Redeveloper to observe and
substantially perform any material covenant, conditions, obligation, or agreement
on its part to be observed or performed hereunder.
(c) 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.
(d) If the Redeveloper shall file a petition or answer seeking reorganization
or arrangement under the federal bankruptcy laws.
(e) 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.
(f) If the Redeveloper is in default under any mortgage and falls to cure any
such default within thirty (30) days after written demand from the HRA to do so.
(g) 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 sixty
(60} 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
commenced within such 60-day period, find the Redeveloper in default (Default) and
take any one or more of the following actions
(a) 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 .
JHD89971
RC125-66 22
(b) If closing has not yet occurred, cancel pursuant to Minnesota Statutes
Section 559.21, and rescind the Agreement, in which case the 60-day cure period
shall commence with notice of cancellation.
(c) 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 .
(d) 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. Provided further,
however, that should any Holder succeed by foreclosure of the mortgage or deed in
lieu thereof , to Redevelopers interest in the fi~3~~ of the;Redevelopment Property or
any part thereof, it shall, notwithstanding the foregoing provision, be obligated
and,: shall agree in writing to perform all of the obligations of the Redeveloper a5
they x~elate< to ~h~ relevant,pha~e only, ~ci, to the extent that the same have not
theretofore been performed by the Redeveloper with respect to the ~~va~st :pba
3~'>fRedevelopment PropertyA, set forth in Article III, Article I~'. ~ ~aid~ Holder
....................
shall have no obligations pursuant to this Agreement other. than as_spec ica y set
forth in the fore~oin~ sentence. Hv wav pf exx~jarif~~io~, ar-c~:xii~t.~~a~~~~, no~.dlde
Section 10.2.1. Revesting of Title in HRA. In the event that subsequent to
the conveyance of the Phase II Property to the. Redeveloper, the Redeveloper shall
default in or be in violation its obligations with respect to the construction of the
Minimum Improvements to be constructed on the Redevelopment Property (including,
without limitation, the dates for commencement thereof) , or shall abandon or
substantially suspend construction work on either phase, and such default,
violation, abandonment or suspension shall not be cured, ended or remedied within
60 days after written demand by the HRA to do so, then the HRA shall have the right
to re-enter and take possession of the Phase II Property and to terminate and revest
in the HRA the estate conveyed by the Phase II Property Deed to the Redeveloper,
it being the intent of this provision, together with all other provisions of this
Agreement, that the conveyance of the Phase II Property shall be made upon, and
that the Phase II Property Deed shall contain and condition subsequent to the effect
that in the event of any default, failure, violation, or other inaction or action
specified in this Section 10.2.1, failure on the part of the Redeveloper to remedy,
and, or abrogate such default, failure, violation or other action or inaction, with the
period and in the manner stated, the HRA at its option may declare a termination in
favor of the HRA of the title, and of all rights and interests in and to the Phase II
Property conveyed by the Phase II Property Deed, and that such title and all rights
and interest of the Developer shall- revert to the HRA free and clear of any liens or
encumbrances attempted or permitted to the placed on the Phase II Property by the
Redeveloper.
JBD89971
RC125-66 23
Section 10.2.2. Release of Escrow. Upon the revestiture of title to the Phase
II Property to the HRA, in accordance with the terms of Section 10.2.1, and upon
delivery to the HRA by Redeveloper of any instruments necessary to preserve the
reciprocal rights for:, parking, access, .ingress and egress, the funds escrowed
pursuant to Section shall be released to the Redeveloper. Such release shall be
subject to the right ~of the Escrow Agent to deduct monies necessary to cover its
expenses and the right of the HRA to be paid for any amounts due pursuant to
Section 4.5C(d) and any expenses which it has incurred in perfecting the
revestiture of the Phase II Property, including without limitation, reasonable
attorneys fees.
Section 10.2.3. Resale. Upon Revestiture, the HRA may retain or sell the
Phase II Property upon such terms and conditions as it shall, in its sole discretion
deem appropriate, if sold, all proceeds from the sale shall be the exclusive property
of the HRA free and clear of any claim by the Redeveloper.
Section 10.2.4. 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, 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 including business opportunity and other
valuable .consideration are independently adequate to create a binding obligation
under this section and that such obligation shall survive the cancellation, rescission,
or termination of this Agreement .
Section 10 . /~ ~ . 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. 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 or by applicable law.
Section 10.A 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.
JHD89971 24
RC125-66
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 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 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 from time to time by
Redeveloper or Redeveloper's mortgagee .
Section 11.5. Wage and Job Covenants. (a) By no later than two years after
the first date on which the Redeveloper receives any payment under a note issued
to Redeveloper pursuant to Sections 7.2 or 7.3 hereof, the Redeveloper shall create
on the Redevelopment Property at least and .... 'new jobs £ar Phase ~:.antt Ti'
respectively and the /~ grt~ss;arlnt~al!>:wages for all such employees of Redeveloper
located on the Redevelopment property shall be no less than ~ >: ... '' and
for Phases I and II respeetivel~r. The Redeveloper shall submit to the
HRA a written report by April l of each year after completion of the Phase I Minimum
Improvements describing employment and wages in sufficient detail to enable the
HRA to determined compliance with this Section.
(b) If the Redeveloper fails to comply with any of the terms of this Section,
the Redeveloper shall repay the HRA, upon written demand from the HRA, any
JBD89971
RC125-66 25
made to
to
s
er under Sections 7.2 and 7.3.
As to the HRA : Housing and Redevelopment Authority
6700 Portland Avenue South
Richfield, Minnesota 55423
Attention: Executive Director
As to the Redeveloper: Meridian Properties Real Estate
Development L . C . C .
~~9t1!0 t~~:dge~s?cxsd Road, :St~e'?~:
:. ::.
:.
maple ~~4e~..M~_.. 5536
Att~nt~an#.: Ral.~lt:<C}....Rt~l~i;s
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./1 8 . Counterparts .
executed in any number of counterparts,
same instrument .
This Agreement may be simultaneously
all of which shall constitute one and the
JHD89971
RC125-66 26
Section 11. A 't . 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:
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the day and year first above written.
STATE OF MINNESOTA )
THE HOUSING AND REDEVELOPMENT
AUTHORITY OF THE CITY OF
RICHFIELD, MINNESOTA
By
By
Its
Its
MERIDIAN PROPERTIES REAL
ESTATE DEVELOPMENT LIMITED
PARTNERSHIP
By
Its
SS
COUNTY OF )
The foregoing instrument was acknowledged before me this daythe
1995 , by and
Chairperson and Executive Director of The Housing and Redevelopment Authority
in and for the City of Richfield, Minnesota.
STATE OF MINNESOTA
Notary Public
S5
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
1995 , by ,its of Meridian
Properties Real Estate Development L . L . C . a Minnesota limited liability company,
d/b/a TOLD Development Company.
Notary Public
JBD89971 Z7
AC125-66
EXHIBIT D
< .>
$n
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD
LIMITED REVENUE TAX INCREMENT NOTE
(PHASE I)
The Housing and Redevelopment Authority in and for the City of Richfield (the
"Authority") , hereby acknowledges itself to be indebted and, for value received,
promises to pay to the order of Meridian Properties Real Estate Development L . L . C . ,
a Minnesota limited liability company, d/b/a TOLD Development Company (the
"Owner") , solely from the source, to the extent and in the manner hereinafter
provided, the original .principal amount of this.. Note, being
/~ Dollars ($/~ ) (the "Principal
Amount") , together with interest thereon accrued from the date of this Note, at the
rate of interest of eight and one half percent { 8.5$) per annum (the "Stated Rate") ,
in the amount and on the dates (the "Scheduled Payment Dates") set forth on the
Payment Schedule attached as Schedule A hereto and in the amounts stated thereon
(the "Scheduled. Payments") . Interest accruing from the date of this Note, shall be
added to principal on asemi-annual basis on each August 1 and February 1 until
August 1, A„~,
Any payments on this Note shall be applied first to accrued interest and then
to the Principal Amount in respect of which such payment is made .
Each payment on this Note is payable in any coin or currency of the United
States of America which on the date of such payment is legal tender for public and
private debts and shall be made by check or draft made payable to the Owner and
mailed to the Owner at it postal address within the United States which shall be
designated from time to time by the Owner.
The Note is a special and limited obligation and not a general obligation of the
Authority, which has been issued by the Authority to aid in financing a "project,"
as defined in Minnesota Statutes, ~ 469.174, of the Authority within and for the
benefit of its Interstate-Lyndale-Nicollet Redevelopment Project Area and Tax
Increment Financing District ("District") .
THE NOTE IS NOT A DEBT OF THE AUTHORITY, THE CITY OF RICHFIELD,
OR THE STATE OF MINNESOTA (THE "STATE"), AND NEITHER THE AUTHORITY,
THE CITY OF RICHFIELD, THE STATE NOR ANY POLITICAL SUBDIVISION
THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE
OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT,
AS DEFINED BELOW.
The Scheduled Payment of this Note due on any Scheduled Payment Date is
payable solely from and only to the extent that the Authority shall have received as
JBD89971
RC125-66 D-1
of such Scheduled Payment Date "Available Tax. Increment/, ~'or the purpose of
thi$ rote., ;A.~~ble Tax Ine~ement means s Ts~' r~cr~ment' received from the real
~~ta~fe de$~r'~ie ~m ~Ehedu~e ~#.. for years b~g~ng with.... ~: I a f t e r ~ .. 'firs fi
cl~dirtirx~~i~ro~t ;th~..fdlla~aarlts~:<
:.:. ...:
a} ~~ HRH adm~r~str~~ive charge:: ~~''~:~$;
c) any; refired fiscal disparity pa~exlt;
For purposes of this Note, a "Payment Date" shall mean each of the Scheduled
Payment Dates set forth on Exhibit A attached hereto and each additional Payment
Date required in connection with any of the terms of this Note as set forth below,
because of changes made in Minnesota Statutes, ~ ~ 469.174-469.179 .
Notwithstanding anything to the contrary in this Note, on each of the Payment
Dates, the Authority shall pay to the Owner the Available Tax Increment up to a
maximum of an amount necessary to amortize over the term of this Note, at the Stated
Rate, all expenditures made by the Redeveloper to acquire and assemble the
Property. The Authority's fiscal agent will review the statement of such
expenditures and will determine the amount payable annually and during the full
term of this Note, said determination to be final.. To the extent that on any Payment
Date the Authority is unable to .make a payment from Available Tax Increment as a
result of having received, as of such date, no Available Tax Increment, such failure
shall not constitute a default under this Note and the amount of such Scheduled
Payment (principal and interest) shall be deemed paid and, except as provided
below, the Authority shall have no obligation under this Note, or otherwise, to
subsequently pay any such deficiency unless the deficiency is the direct result of
the failure of the County to timely remit the proper amount of Tax Increment, in
which case, such deficiency shall be paid promptly upon remittance by the County.
This note shall terminate upon the earlier of i) the date when the Redeveloper has
been fully reimbursed as reasonably determined by the Authority's fiscal agent; ii)
the date on which the Authority shall no longer be entitled to receive tax increment
from the District; iii) the date on which this Note is otherwise terminated according
to its terms .
This Note shall terminate and the Authority's obligation to make any payments
under this Note shall be discharged 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 under the Contract for Private Development, dated /~
between the Authority and the Owner, subject to the Notice and cure
provisions of Section 9.2 thereof .
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 .
JBD69971
RC125-66 D-2
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 a successor purchaser of the
project, but only with prior written notice, thereof to the Authority.
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 and is entitled to
the benefits thereof , which Resolution is incorporated herein by reference .
IT IS HEREBY CERTIFIED AND RECITED that an 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
199A 5 .
Chairperson
Executive Director
JBD89971
RC125-66 D-3
SCHEDULE A
SCHEDULED
SCHEDULED PAYMENT DATES PAYMENTS
August 1, 1996
February 1, 1997
August 1, 1997
February 1, 1998
August 1, 1998
February 1, 1999
August 1, 1999
February 1, 2000
August 1, 2000
- February 1, 2001
August 1, 2001
February 1, 2002
August 1, 2002
February 1, 2003
August 1, 2003
February 1, 2004
August 1, 2004
February 1, 2005
August 1, 2005
February 1, 2006
August 1, 2006
February 1, 2007
August 1, 2007
February 1, 2008
August 1, 2008
February 1, 2009
August 1, 2009
February 1, 2010
August 1, 2010
February 1, 2011
August 1, 2011
February 1, 2012
JBD89971
RC125-66 D-4
EXHIBIT E
$n;
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD
LIMITED REVENUE TAX INCREMENT NOTE
(PHASE II) '
The Housing and Redevelopment Authority in and for the City of Richfield (the
"Authority") , hereby acknowledges itself to be indebted and, for value received,
promises to pay to the order of Meridian Properties Real Estate Development L . L . C .
a Minnesota limited liability company, d/b/a TOLD Development Company (the.
"Owner") , solely from the source, to the extent and in the manner hereinafter
provided, the original principal amount of this Note, being A
,.
Dollars ($/~ .:< ) (the "Principal
Amount") , together with interest thereon accrued from the date of this Note, at the
rate of interest of eight and one half percent (8.5$) per annum (the "Stated Aate") ,
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") . Interest accruing from the date of this Note, shall be
added to principal on asemi-annual basis on each and
until
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 Statutes, § 469.174, of the Authority within and for the
benefit of its Interstate-Lyndale-Nicollet Redevelopment Project Area and 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.
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
JHD89971
RC125-66 E-1
of such Scheduled Payment Date "Available Tax
~) the l~I~;tA`admir~stir~tive cha~~~;..af l~l~;=
,::. <.
c) ' any required ~zsnal.!~ispar~ty :pay~ei~,t
the real
firs>t
ed'in
i
For purposes of this Note, a "Payment Date" shall mean each of the Scheduled
Payment Dates set forth on Exhibit A attached hereto and each additional Payment
Date required in connection with any of the terms of this Note as set forth below,
because of changes .made in Minnesota Statutes, §$ 469.174-469.179.
Notwithstanding anything to the contrary in this Note,.. on each of the Payment
Dates, the Authority shall pay to the Owner the Available Tax Increment up to a
maximum of an amount necessary to amortize over the term of this Note, at the Stated
Rate, all expenditures made by the Redeveloper to acquire and .assemble the
Property. The .Authority's fiscal agent .will review the statement of such
expenditures and will determine the amount payable annually and during the full
term of this Note, said determination to be final. To the extent that on any Payment
Date the Authority is unable to make: a payment. from Available .Tax Increment as a
result of having received, as of such date, no Available Tax Increment, such failure
shall not constitute a default..under this Note and the amount of such Scheduled
Payment (principal and interest) shall be deemed paid and, except as provided
below, the Authority shall have no obligation under this Note, or otherwise, to
subsequently pay any such deficiency unless the deficiency is the direct result of
the failure of the County to timely remit the proper amount of Tax Increment, in
which case, such deficiency shall be paid promptly upon remittance by the County.
This note shall terminate upon the earlier of i) the date when the Redeveloper has
been fully reimbursed as reasonably determined by the Authority's fiscal agent; u)
the date on which the Authority shall no longer be entitled to receive tax increment
from the- District; iii) the date on which this Note is otherwise terminated according
to its terms .
This Note shall terminate and the Authority's obligation to make any payments
under this Note shall be discharged 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 under the Contract for Private Development, dated
1994, between the Authority and the Owner, subject to the Notice
and cure provisions of Section 9.2 thereof .
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 .
JBD89971
RC125-66 ~i'- 2
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 a successor purchaser of the
project, but only with prior written notice thereof to the Authority.
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 to proper action of the Authority and is entitled
to the benefits thereof, which Resolution is incorporated herein by reference.
IT IS HEREBY CERTIFIED AND RECITED that an 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
1994.
Chairperson
Executive Director
JBD89971
RC125-66 E-3
EXHIBIT B
CERTIFICATE OF COMPLETION
The undersigned hereby certifies that
a Minnesota
corporation, has fully and completely complied with its obligations under Article IV
of that document entitled "Contract for Private Development," dated ,
199A5, between THE HOUSING AND REDEVELOPMENT IN AND FOR THE CITY OF
RICHFIELD and MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT L.L.C., a
Minnesota limited liability company, d/b/a TOLD Development Company, with respect
to construction of the Improvements located on the tract of land described in the
attached Exhibit A In accordance with the requirements of such document and is
released and forever discharged. from .its obligations to construction the
Improvements under such above-referenced Article on the above-referenced tract.
The recording of this Certificate of Completion also extinguishes and releases the
deed restriction contained in Document No .
DATED:
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF RICHFIELD
u ~,
~,
Its Chairperson
By
Its. Executive Director
[Note : A separate certificate of completion will be issued for each of the phases . J
JBD89971
RC125-66 E-4