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1989-365127 HRA RESOLUTION NO. 365 The Housing and Redevelopment Authority In and For The City of Richfield, Minnesota Relating To The Approval Of An Agreement With The Robert Larsen Partners, Inc. WHEREAS, the City and HRA have established the Interstate- Lyndale-Nicollet Redevelopment Project Area ("Pro,ject Area") under the authority of Minnesota Statutes, Chapter 469 (the "Act"), and have established 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 Plan and in accordance with the TIF Plan adopted by the City, on November 12, 1985, and HRA on October 21, 1985, following extensive study and preliminary work conducted by the City and HRA and others engaged ~by them; and WHEREAS, the Robert Larsen Partners, Inc. (Developer) has expressed interest in redeveloping that part of the Project Area generally bounded by the extension of Girard Avenue South on the west, Lyndale Avenue South on the east, West 77th Street on the north, and Interstate 494 on the south (the Redevelopment Area"); and WHEREAS, Developer has presented to the HRA a preliminary proposal for development of the Redevelopment Area; and WHEREAS, the evaluation and formulation of the detailed requirements necessary for the proposed redevelopment necessitates the expenditure of substantial time and resources in advance of submission of a redevelopment proposal by Developer, its evaluation by the City and HRA, and consideration of a redevelopment agreement between the City, HRA and Developer; and WHEREAS, an Agreement is an appropriate document in which to establish the terms and bases upon which the HRA and Developer shall cooperate in determining the feasibility of the preliminary proposal. .NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, as follows: 1. The Agreement identified as Attachment A is herby approved. 2. The Chairman and Executive Director are authorized and directed to execute the Agreement. 3. The Executive Director is directed to present the Agreement to the City Council with a request from the HRA that it be approved. Adopted by the Housing and Redevelopment. Authority in and for the City of Richfield, Minnesota this 20th day of November, 1989. ~~ homas E. Harms Chairperson Attest: an Helmberger ecretary r• ~~~ j (D ~ HRA Resolution No. 365 AGREEMEIyT 11/14/89 This Agreement is made as of the day of , 1989, by and between the City of Richfield, a Minnesota municipal corporation("City"), the Housing and Redevelopment Authority in and for the City of Richfield, a public body corpctr~te and politic ("HRA„1. each having an address of 6700 Portland Avenue South, Richfield, Minnesota, and Robert Larsen Partners, Inc., a Minnesota corporation , Suite 415, 730 Second Avenue South, Minneapolis, Minnesota 55402 ("Developer"). RECITALS The City 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 a Redevelopment Ta.Y 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. The City and HRA deem 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 Plan and in accordance with the TIF Plan adopted by the City, on November 12, 1985, and HRA on October 21, 1985, following extensive study and preliminary work conducted by the City and HRA and others engaged by them. Developer has expressed interest in redeveloping that part of the Project Area generally bounded by the extension of Girard Avenue South on the west, Lyndale Avenue South on the east, West 77th Street on the north, and Interstate 494 on the south (the "Redevelopment Area") shown on the attached Exhibit A (Redevelopment Area). Developer has presented to the staff of the City and HRA a preliminary proposal far development of the Redevelopment Area. As further indication of Developer's interest, Develoger has undertaken a traffic study and appraisals necessary for evaluation of the suitability and feasibility of the redevelopment by the City, HRA and Developer . Evaluation and formulation of the detailed requirements necessary for the proposed redevelopment necessitates the expenditure of substantial time and resources in advance of submission of a redevelopment proposal by Developer, its evaluation by the City and HRA, and consideration of a redevelopment agreement between the City, HRA and Developer. Developer is not willing to commit such substantial time and resources unless Developer has assurance that at the same time the City and HRA are not and will not be negotiating with others for the redevelopment of the Redevelopment Area. The City and HRA believe that the giving of such assurances is reasonable and appropriate to encourage Developer to evaluate, Formulate and present its proposal or proposals, reserving however, their full governmental discretion to accept or reject such proposal or proposals if and when made by Developer, upon their determination whether or not such proposal or proposals are in the public interest. It is the intention of the City, HRA and Developer that this Agreement shall set forth the terms and bases upon which the City and HRA shall provide guidance to the Developer of the features required for a proposal or proposals to be acceptable to the City and HRA, and for the City, HRA and Developer to cooperate in determining the feasibility and best means for formulating and financing the public and private elements necessary for completion of redevelopment of the Redevelopment Area. AGREEiVIENTS Therefore, in consideration of their mutual undertakings as set forth herein, the parties covenant and agree as follows: Section 1. Developer shall continue in the evaluation and preparation of a proposal or proposals for private redevelopment in the Development Area, including, among other things the following: a. The obtaining of a traffic study with respect to the public streets in and about the Redevelopment Area. Developer shall pay the cost of such traffic study, subject only to reimbursement as a development cost or as otherwise hereinafter provided. The traffic study shall be furnished to the HRA and City. b. Developer has obtained preliminary appraisals as may be determined necessary for the purpose of consideration of the feasibility of the public and private improvements to the Redevelopment Area. c. in cooperation with the City and HRA, prepare further refinements of the plan or plans for public and private improvements in the Redevelopment Area, including the economic feasibility of such improvements, preliminary design and construction considerations, and preliminary financing proposals. Such preparations shall all have been done not later than February 28, 1990. d. Conduct, as Developer deems appropriate, presentajtions to the owners of property in the Redevelopment Area and adjoining areas with respect to proposals for the public and private improvements in the Redevelopment Area. Such presentations shall all have been conducted not later than December 31, 1989. e. In good faith and cooperation with the City and HRA, proceed with such other work as may be necessary or desirable toward the evaluation, preparation and presentation- of a detailed proposal for development of the Redevelopment Area, including all public and private improvements anticipated to be made therein and thereabout. It is anticipated that the ultimate proposal or proposals shall include scheduling or phasing of the public or private improvements, scheduling and arrangements for the obtaining of all necessary governmental approvals, public and/or private acquisition of the property in the Redevelopment Area, design, construction and financing arrangements, and other matters involved with the completion of a cooperative public-private redevelopment project. f. Developer will present evidence reasonably required by the City and HRA to properly evaluate the Developer's financial condition, including the financial condition oY tts guarantors, willingness of lenders to finance, experience in development activities of the sort contemplated, and all such other information as the City and HRA may reasonably conclude as necessary to determine the ability of Developer to carry out the proposed development. All such information shall be provided, in confidence, to the attorneys for the City and the HRA; and shall be made available to the City and HRA with the objective of protecting the confidentiality of such information. The City and HRA agree that, to the extent permitted by law, they will not publicly disclose such information absent the written consent of Developer. g. Developer shall submit to the City and HRA, not later than January 31, 1990, evidence of pceleasing activities, including Developer's plan for securing tenants within the Redevelopment Area. h. in cooperation with the City and HRA, the Developer will be prepared to present to the City and the HRA at their meetings in March, 1990 a list of proposed negotiating principles. Such negotiating principles will, if approved, serve as the basis Yor negotiation of the Development Agreement to be presented to the City and HRA at their meetings in April, 1990, i. Developer shall inform the HRA staff at least monthly concerning Developer's progress in alI of the matters described in .,this Section i. Section 2. Developer acknowledges that the City and HRA wiU be expending considerable staff and consulting time in evaluating Developer's proposals and taking other actions neeessa.ry to facilitate development. Consequently, Developer agrees to pay, as consideration for the City and HRA's undertakings hereunder $30,OQ0. Such payment to be made upon the execution of this Agreement. No part of such payment shall be refundable to Developer. Section 3. City and HRA each agree to cooperate with the Developer in its work toward the preparation of a proposal or proposals oP the Redevelopment Area, including among other things the followings a. City and HRA each agree that For the term of this Agreement and until this Agreement is terminated as hereinafter provided, they shall not solicit or negotiate with any other person or Firm for the presentation to or aeceptanee by the City and HRA of a redevelopment proposal for the Redevelopment Area by such other person or firm. b. City and HRA shall cooperate with the Developer in the Qompletion oP the aforementioned traPtic study and preliminary acquisition appraisals and in the completion by Developer of such other work as may be required for the preparation of a proposal or proposals Por the Redevelopment Area. Except as disclosed by Developer in puhiie presentations or otherwise released by Developer for publication, City and HRA agree that to the extent they are permitted to do so by state Iaw, they 3 will retain in confidence and not cause or permit any other person to receive, use or publish the traffic study; appraisals, proposals or other work or materials prepared or presented by Developer or persons engaged by them. c. In furtherance of the Redevelopment Plan, the City and HR~i shall not during the term of this Agreement and until such time as this Agreement is terminated as hereinafter provided, approve or make any changes or improvements, public or private, in the Redevelopment Area which are inconsistent with or obstruct the overall redevelopment of the Redevelopment Area in accordance with the Redevelopment Plan; provided, however, that nothing in this paragraph or in this Agreement shall be deemed to preclude the City or HRA from (i) making Improvements within the Redevelopment Area necessary to preserve the TIF District, (ii) conserving or maintaining existing public improvements or (iii) considering and approving any proper request from the owner or occupier of land within the Redevelopment Area concerning the use or improvement of such land. d. The City and HRA will review from time to time the proposal or proposals of Developer- and, if requested, notify Developer of such features thereof which are expected to be acceptable or unacceptable in a final proposal or proposals for redevelopment. Any such notification of expected acceptability shall not, however, prevent the City or HRA from determining such feature to be unacceptable in the final proposal. e. The City and HRA will, to the extent such have been formulated, provide to Developer the preliminary requirements and plans of the City and HRA for public improvements, and also the City and HRA requirements for private improvements in the Redevelopment Area and their integration with the public improvements. The City and HRA reserve the right to modify or alter such requirements from time to time. f. The City and HRA will provide to Developer information possessed by the City or HRA as to the financing of • the public improvements, and of all forms of public financing which the City is willing to consider utilizing, with respect to acquisition of the property in the Redevelopment Area, completion of the public improvements, and as financing to the Developer in the making of private improvements in the Redevelopment Area. - g. The City and HRA shall in good faith proceed with all activities which they believe to be appropriate for cooperation review and evaluation of the proposal or proposals from time to time provided by the Developer including the matters described in Section 1, paragraphs c and h above, and for the final preparation and execution by and among the City, HRA and Developer of a Development Agreement for the Redevelopment Area. h. The City and HRA agree that they are willing to consider the following: 4 i) The use of ta.~t increment to provide land writedown and other forms of assistance for the, development. ii) The use of tax increment bond proceeds to provide such assistance. iii) The exclusion of taxable garcels within the Redevelopment as contributors to fiscal disparities. iv) The use of eminent domain to acquire parcels within the Development Area. It is understood and agreed, however, that any such expression of willingness to_consider shall not be deemed to obligate either the HRA or City to ultimately make the decision under consideration. i. The HRA and City also agree to undertake, to the extent they shall deem appropriate, modifications to the tax increment financing plan for the district, and to inform the Developer of progress in that regard not later than December 1, 1989. Section 4. It is _ understood and agreed that during the term of this Agreement and until such time as this Agreement may be terminated by the parties hereto, -the City, HRA and Developer each shall in good faith do all such things and take all such actions as may be appropriate toward the ultimate goal of execution of a Development Agreement among them with respect to the Redevelopment Area. It is understood, however, that nothing in this Agreement shall be deemed to require any party to approve and execute a Development Agreement if any such garty, in its discretion, determines that it would not be in its best interest to do so. Section 5. City and HRA in good faith will give full consideration to any proposal or proposals from Developer for development of the Redevelopment Area. It is understood that City and HRA, by this Agreement, cannot contract away and shall not be deemed to have contracted away any of their governmental discretion with respect to the Development Area, including but not limited to questions of rezoning, subdivision approval, environmental review, property acquisition, construction of Public Improvements, incurring of indebtedness, handling or settling of litigation regarding development rights within the Redevelopment Area, approval and execution of a Development Agreement or any other matter. Section 6. During the term of this Agreement, if City and/or HRA receives a proposal for development of the Redevelopment Area, or of any part thereof, consistent with the Redevelopment Plan from any person or entity not a party to this Agreement and not the owner or occupant of land within the Redevelopment Area ("Third Party Proposal"), City and/or HRA will promptly notify Developer of receipt of such proposal and its contents. City and HRA agree that during the term of this Agreement and until. termination of this Agreement as hereinafter provided, City and HRA will not act to approve the Third Party Proposal. In consideration of the grant by City and HRA of certain exclusive negotiation rights as set forth herein, Developer agrees to indemnify, defend and hold City and HRA harmless from and against any claim, expense or damage resulting solely from the granting by City and HRA of the rights set forth in Sections 3a and 6 of this Agreement. 5 Section 7. If during the term of this Agreement the City receives a ~ request or application from the owner or occupier of land within the Redevelopment Area involving the use, construction, reconstruction or other improvement of such land, it shall, promptly notify the Developer of such request or application and shall proceed to consider such request or application in the manner and to the extent required by law. Section 8. The term of this Agreement is from the date hereof through April 30, 1990, and thereafter until such time as any party hereto gives ninety (90) days written notice of termination to the other parties. Section 9. In advance of the termination date contained in Section 8 above, this agreement may be terminated as follows: a. By any party upon written notice to the other parties hereto that one or more of the parties to whom notice is given has failed to, in good faith, proceed with performance of its obligations hereunder; or b. By the HRA or City giving written notice to Developer that Developer has failed to timely perform any of the obligations described in Section 1 of this Agreement. c. By any party upon the giving written notice to the other parties that the parties have reached an irresolvable impasse concerning the nature or extent of the public or private development within the Redevelopment Area, the terms to be included in the Development Agreement or the level or nature of financial assistance to be made available to the Developer. Termination pursuant to this Section 9 shall be effective on the 90tH day following the date of giving of such notice unless the party claimed to be in default of its obligation hereunder (or in the event of an impasse, all parties) cures such default (or impasse) on or before the expiration of such 90-day period and provides evidence of cure by such time. If the City or HRA default in their obligations under this Section 9, upon termination of this Agreement by Developer in the manner set forth above, the City and HRA agree that the defaulting party shall reimburse Developer the costs incurred by Developer for the aforementioned traffic study and appraisals, but not in excess of $15,000 in the aggregate, and such other costs and expenses as are incurred by the Developer in reliance upon specific authorization from time-to- time given by the City and HRA of the incurrence of expenses cvith agreement of reimbursement by the City and HRA in the event of default. Upon such reimbursement, all studies, reports and appraisals for which reimbursement is made shall become the property of the City and HRA and may be used for whatever purposes they deem appropriate. This Agreement shall also terminate and be of no further force or effect upon the date that the parties have all executed a Development Agreement. Section 10. Any notices required or permitted hereunder to be given by any party to the other parties hereto shall be in writing personally delivered or mailed to the other parties at their addresses as set forth hereinabove, or such 6 other address as is given by written notice in accordance herewith, and any notice shall be effective upon the earlier of being personally delivered, or at the time of such notice duly addressed being deposited in the United States mail with postage prepaid, by certified or registered mail, return receipt requested. Section 11. This Agreement is independent of any other Agreement between the parties. Section 12. Any rights or privileges conferred upon the Developer by the provisions of this Agreement shall not be assignable to any other party, except to a partnership organized for the purposes hereof by Robert M. Larsen and of which Robert M. Larsen is a general partner. IN TESTIMONY WHEREOF, the parties hereto have set their hands as of the day and year first above written. CITY OF RICHFIELD By Its City Manager By Its Mayor HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD By Its Executive Director By Its Commission Chairman ROBERT LARSEN PARTNERS, INC. By Its By Its