01-08-13 HRA Agenda Packet AGENDA
Regular Meeting
of the
Housing and Redevelopment Authority
Golden Valley City Hall
7800 Golden Valley Road
Council Chamber
January 8, 2013
6:30 pm
Paqes
1. Roll Call
2. Election of Officers 2
3. Approval of Agenda
4. Approval of Minutes - October 9, 2012 and Special Workshop - 3-8
October 29, 2012
5. Approval of Bills:
Reimbursement of City Expenditures 9
Voyager Bank $7,934.78
Bank Mutual 8,233,.92
City of Golden Valley 13,413,.62
TOTAL �2��581•32
Bill Summarv:
General Fund $1,402.00
North Wirth
Capital Project Fund 23,848.50
Golden Hills
Capital Project Fund 4 330.80
TOTAL 2 5 .�?
6. Receipt of December 2Q12 Financial Reports 10-13
7. Adoption of 2013 General Fund Budget 13-1 14-15
8. Designation of Depositories 13-2 16-17
9. North Wirth Redevelopment Area: 18-33
A, Third Amendment to GVEG Properties, LLC Private Development
Agreement
B. Consent Agreement with Stan Koch & Sons Trucking, Inc.
10. Adjournment
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Executive Summary For Action
Golden Valley Housing and Redevelopment Authority Meeting
January 8, 2013
Agenda Item
2. Election of Officers
Prepared By
Thomas D. Burt, HRA Director
Summary
The Housing and Redevelopment Authority (HRA) by-laws provide for the election of two officers
to the HRA, Chairperson and Vice Chairperson. The by-laws state these positions are to be
elected for a one-year term.
The officers in 2012 were: Chairperson, Paula Pentel; Vice Chairperson, Mike Freiberg.
Recommended Action
Motion to approve a Chairperson and Vice Chairperson for 2013.
HOUSING AND REDEVELOPMENT AUTHORITY
October 9, 2012
Pursuant to due call and notice thereof, a regular meeting of the Housing and
Redevelopment Authority of the City of Golden Valley, Hennepin County, Minnesota, was
held at 7800 Golden Valley Road in said City on October 9, 2012 at 6:30 pm, in the City
Council Chambers.
The following members were present: Chair Paula Pentel and Commissioners Joanie
Clausen, Mike Freiberg, Shep Harris and DeDe Scanlon. Also present were HRA Director
Thomas Burt, Assistant HRA Director Jeanne Andre, City Attorney Allen Barnard, Finance
Director Sue Virnig and Administrative Assistant Judy Nally.
Approval of Aqenda
MOVED by Scanlon, seconded by Freiberg and motion carried unanimously to approve the
agenda as submitted.
Approval of Minutes - Julv 1Q, 2012 Fteqular Meetin�and Special Meetinq and
September 11L2012 Reqular Meetinq
MOVED by Harris, seconded by Clausen and motion carried unanimausly to approve the
July 10, 2012 Regular HRA minutes and Special HRA minutes, and the September 11,
2012 HRA regular minutes as submitted.
Approval of Bills
MOVED by Scanlon, seconded by Harris and motion carried unanimously to approve the
bills as submitted.
Receipt of Seutember 2012 Financial Reports
MOVED by Freiberg, seconded by Clausen and motion carried unanimously to receive and
file the September 2012 Financial Reports.
Public Hearinq - Adoption of Redevelopment Plan for Hiqhwav 55 West
Redevelopment Proiect Area and Tax Increment Financinq District No. 1 Renewal
and Renovationl - Resolution 12-05, Redevelopment Plan for Hiqhway 55 West
Redevelopment Proiect Area and Resolution 12-06�Resolution Approvinq Tax
Increment Financinq Plan District No. 1
Chair Pentel introduced the agenda item. Jeanne Andre, Assistant HRA Directar,
presented the staff report and answered questions from the Council. Jeannine Clancy
answered questions from the Council.
The Chair opened the meeting for public input and persons present to do so were afforded
the opportunity to express their views thereon. Hearing and seeing no one, the Chair
closed the public hearing.
Housing and Redeveiopment Authority
October 9, 2012
Page 2
Public Hearinq - Adoption of Redevelopment Plan for Hiqhwav 55 West
Redevelopment Proiect Area and Tax Increment Financinq District No. 1 (Renewal
and Renovation) - Resolution 12-05, Redevelopment Plan for Hiphwav 55 West
Redevelopment Proiect Area and Resolution 12-06, Resolution Approvin� Tax
Increment Financinq Plan District No. 1 - Continued
Commissioner Harris introduced the resolution and moved its adaption:
RESOLUTION 12-05
RESOLUTION OF THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA
ADOPTING THE REDEVELOPMENT PLAN FOR THE HIGHWAY 55 WEST
REDEVELOPMENT PROJECT AREA
The motion for the foregoing resolution was seconded by Commissioner Scanlon, and
upon a roll call vote being taken thereon, the following voted in favor thereof: Clausen,
Freiberg, Harris, Scanlon and Pentel; the following voted against the same: none;
whereupon said resolution was adopted, signed by the Chair and her signature attested by
the Director.
Gommissioner Harris introduced the resolution and moved its adoption:
RESOLUTION 12-06
RESOLUTION OF THE HOUSING AND REDEVELQPMENT AUTHORITY
IN AND FOR THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA,
ADOPTING THE TAX INCREMENT FINANCING PLAN FOR HIGHWAY 55 WEST
TAX INCREMENT FINANCING DISTRICT NO. 1 (RENEWAL AND RENOVATION)
The motion for the foregoing resolution was seconded by Commissioner Scanton, and
upan a roll call vote being taken thereon, the following voted in favor thereof: Clausen,
Freiberg, Harris, Scanlon and Pentel; the following voted against the same: none;
whereupon said resolution was adopted, signed by the Chair and her signature attested by
the Director.
The meeting was adjourned at 6:36 pm.
Paula Pentel, Chair
ATTEST:
Judy Nally, Administrative Assistant
HOUSING AND REDEVELOPMENT AUTH�RITY
Special Joint Workshop Meeting with the Planning Commission
October 26, 2012
Pursuant to due call and notice thereof, a special joint workshop meeting of the Housing
and Redevelopment Authority and the Planning Commission of the City of Golden Valley,
Hennepin County, Minnesota, was held at 7800 Golden Valley Road in said Gity on
October 26, 2012 at 6:30 pm, in the City Council Conference room.
The following HRA members were present: Chair Paula Pentel and Commissioners Joanie
Clausen, Mike Freiberg, Shep Harris and DeDe Scanlon and Planning Commissioners Cera,
Kluchka, McCarty, Schmidgall and Waldhauser. Also present were HRA Director Thomas
Burt, Assistant HRA Director Jeanne Andre, Finance Director Sue Virnig, Director of Planning
and Development Mark Grimes, Public Works Director Jeannine Clancy and City Planner Joe
Hogeboom. Planning Commissioners Kisch and Segelbaum were absent.
Redevelopment Tour
The HRA and the Planning Commission discussed pros and cons of five multifamily
development sites in the West Metro. The sites included the Ellipse on Excelsior (St. Louis
Park}, 36 Park Apartments (St. Louis Park), Tower Light Apartments (St. Louis Park), Regent
Place (Robbinsdale) and West View Estates (Plymouth).
The group was generally positive about the development sites. Waldhauser appreciated the
usable balconies on most of the units, as well as the use of common space. Clausen noted
that the retail space below several of the developments seemed like a good idea, but that it
seemed to have high rental vacancies. Kluchka and Pentel thought that the common play
spaces and family spaces for several of the development sites worked well. Waldhauser
agreed, but questioned if long term maintenance at the playgrounds and common spaces
would be problematic. Harris stated that he favored the public art and pedestrian connections
present at the St. Louis Park sites.
Urban Land Institute Workshop
Hogeboom discussed the Urban Land Institute (ULI) Workshop held in May, 2012. He
reported that the ULI provided the following feedback to staff:
• Golden Valley has a strong location on the westerly "green belt" of the Twin Cities,
which is close to the urban core of the cities.
• If young people find Golden Valley desirable, they are likely to remain in the cammunity
as they age.
• Proximity to services and activities are attractive to younger people.
• Small, multi-family housing projects in a developed area are attractive to yaung people
as well as empty nesters.
• Mixed use development is still being constructed, but demand for the product has
slowed.
ULI Ideas ta apply development principles in Golden Valley include:
• Embrace collaborative development approaches.
• Pursue partnerships with developers.
Minutes of the Golden Valley Housing and Redevelopment Authority
October 26, 2012
Page 2
• Manage risks.
• Develop clear visual expectations about the development.
• Adopt expedient, efficient and flexible development procedures.
• Continue ta invest in networks of sidewalks and trails.
• Capitalize on development opportunities, such as transit corridors.
• Expand citizen participation.
• Prepare illustrative site plans for development to aid in visual learning.
• Gonsider creating a developer roundtable to discuss redevelopment opportunities in the
community.
Discuss Potential Development Sifie Priorities in Golden Vallev
A. Douglas Drive and Highway 55 — Discuss Moratorium Land Uses
Andre discussed the Moratorium that was placed on new development at the northeast
corner of the Douglas Drive/Highway 55 intersection. Andre explained that the moratorium
expired in July, and staff is seeking further direction for land use and zoning designations for
the site.
Andre and Hogeboom stated that Business and Professional Offices zoning would be most
appropriate for the area to the north and east of the Frontage Road if a corparate campus
development is desired. Hogeboom also stated that there had been Council discussion in the
past about looking into the creation of a "Light Commercial" zoning district that could be
applied to the area to the sauth and west of the Frontage Road, as well as other locations in
the City.
Pentel stated that multi-family housing should be examined for the site, due to the site's
praximity to major roadways, transit, jobs and downtown Minneapolis.
Clausen stated that she would consider housing and mixed use options for the site, but
warned that there are currently high vacancy rates in mixed use buildings elsewhere in the
Twin Gities.
Cera questioned whether pollution exists at the former restaurant site, and whether or not
mitigation measures would be needed to develop the site. Grimes stated that grants might be
available to aid in environmental cleanup and remediation.
Pentel questioned if a large, intense retail development at the site, such as a Target store,
would generate too much traffic for the intersection. Clancy shared that there are currently no
plans with MnDOT, Hennepin County or the City to reconstruct the Douglas Drive/Highway
55 intersection.
Harris asked if the site could accommodate Surly Brewing, which is currently looking to
relocafie its operations. Harris pointed out that the owners of Surly Brewing are Galden Valley
residents. Others questioned this type of use near a high school.
Minutes of the Golden Valley Housing and Redevelopment Authority
October 26, 2p12
Page 3
Harris asked about the status of studying greenways across Highway 55 with Hennepin
County Active Living. Hagebaom said that Hennepin County Active Living has agreed to look
into the issue, and will report back when more information is gathered.
Pentel suggested that staff look into the long term plans for the Optum Health building at the
northwest corner of Douglas Drive and Country Club Drive and see if the plans would
complement future development of the former moratorium site. Other members agreed with
this approach and suggested that the upcoming study include property on the west side of
Douglas Drive south of the railroad track.
Hogeboom said that staff will look into residential and mixed use opportunities at Highway 55
and Douglas Drive, meet with current property owners and consult with devetopers about
potential development ideas. Pentel asked staff to collaborate with the Planning Commission
on this project and report back to the City Council in approximately six months.
B. Highway 55 and Winnetka Avenue — Senior Cluster Housing
Grimes stated that the southeast corner of Winnetka Avenue and Highway 55 is currently
guided for Low Density Residential Develapment on the Comprehensive Plan. Grimes
explained that this designation would accommadate R-1 and R-2 zoning.
Scanlon stated that senior cluster housing could be a potential option for this site. Grimes
pointed out a low density senior development an the former Apache Plaza site in St. Anthony
as an example of what that type of development would look like.
Burt explained that this site is currently divided into several different parcels, and has multiple
owners. Any future development would have to be a collaborative effort of all of the
properties.
Future Redevelopment Opportunities
Harris requested that staff prepare an ongoing list of redevelopment opportunities for
consideration by the Commissioners at future workshops focused on redevelopment and
economic development.
Buildinq and Landscape Desiqn Guidelines
Waldhauser stated that the Planning Commission recently discussed the possibility of
broadening the I-394 Mixed Use Zoning District design criteria to other areas of the City.
Pentel explained that architectural designs evolve with time, sa if the Cit�r were to have
design guidelines, they would have to be monitored and adjusted regularly.
Pentel suggested that staff work with the Planning Commission to research design policies in
other communities and make a recommendation to the City Council about how to proceed.
The other Commissioners concurred with this approach.
Minutes of the Golden Valley Housing and Redevelopment Authority
October 26, 2012
Page 4
Open To Business Initiative
Andre reminded the HRA and Planning Commissioners about Golden Valley's involvement in
the Open To Business initiative. Andre stated that the partnership began on March 1, 2012,
and to date, it is estimated that 21 clients befinreen the City of Golden Valley and the City of
New Hope have been served by the program. Andre said that staff is looking to see if there is
support to continue the pragram beyond the existing one year contract.
Pentel directed staff to seek more information about New Hope's planned participation in
2013, as well as Hennepin County's financial contribution to the program. Andre stated that
staff will gather the requested information and repart back to the City Council at a later date.
Next Steps/Direction for Staff and Planninq Commission
The HRA reiterated its direction for staff to:
• Work with the Planning Commission, property owners and the development community
to study future land use possibilities for the Dougtas Drive/Highway 55 area.
• Work with the Planning Commission to research site design and landscaping standards.
• Gather and report on information about Open ta Business activities in 2012 that will help
determine the benefit of continued participatian in the program.
The meeting was adjourned at 8:40 pm.
Paula Pentel, Chair
ATTEST:
Joe Hogeboom, City Planner
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Housing and Redevelopment Authority
763-593-8002 l 763-593-8109(fax)
Executive Summary For Action
Golden Valley Housing and Redevelopment Authority Meeting
January 8, 2013
Agenda Item
5. Reimbursement of City Expenditures
Prepared By
Sue Virnig, Finance Director
Summary
As of December 31, 2012 the following expenditures were paid by the City on various check
registers and need to be reimbursed by the HRA:
Check
City Expenditures: Amount Number
1000 Best & Flanagan (September Legal) $465.00 113072
1000 Best & Flanagan (October Legal) 6,977.00 113345
1000 Wilson Development (Globus relocation)* 1,030.12 113454
1000 Best & Flanagan (November Legal) 4,265.00 113675
1000 S E H 675.50 112780
4050 Voyager Bank 7,934.78
4051 Bank Mutual , 8,233.92
$29,581.32
HRA Expenditures;
9000 General Fund $1,402.00
9250 North Wirth #3* 23,848.50
9280 Golden Hills Capital Projects* 4,33Q.82
---------------------------------
$29,581.32
*Asterisk items are reimbursed by deposits held for developers.
Recommended Action
Motion to approve reimbursing the City of Golden Valley $13,412.62 (check#4052) and issuing
the two checks for Voyager Bank ($7,934.78) and Bank Mutual ($8,233.92)on February 1, 2013.
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Housing and Redevelopment Authority
763-593-8002 i 763-593-8109(fax)
Executive Summary For Action
Golden Valley Housing and Redevelopment Authority Meeting
January 8, 2013
Agenda Itern
6. Receipt of December 2012 Financial Reports
Prepared By
Sue Virnig, Finance Director
Summary
Attached is the December 2012 Financial Reports for Housing and Redevelopment Authority
(HRA) review. Staff will address questions fram the HRA before or at the meeting,
Attachments
• HRA General Fund Budget Report (1 page)
• HRA Tax Increment District Projections for Golden Hills Tax Increment Funds (1 page)
• HRA 2012 Capital Project Funds Report (1 page)
Recommended Action
Motion to receive and file the December 2012 HRA Financial Reports.
,
HRA of Golden Valley
General Fund
Deeember 2012 Budget Report
Percentage Of Year Completed 75%
Over % Of
2012 Oct-Dec YTD (Under) Budget
Revenue Budget Actual Actual Budget Received
Transfer from TIF Funds:
Golden Hills 159,000 0.00 159,000.00 0.00 100.00%
Interest Earnings (3) 0 0.00 0.00 �.00
Fund Balance 0 0.00 0.00 0.00
Totals $159,000 0.00 159,000.00 0.00 100.00%
Over % Of
2012 Oct-Dec YTD (Under) Budget
Expenditures Budget Actual Actual Budget Expended
Legal Services (1) $6,000 1,402.00 5,408.20 (591.80) 90.14%
Audit 12,000 0:00 12,000.00 O.QO 100.00%
City Qverhead (2) 140,000 0.00 140,000.00 0.00 100.00%
Miscellaneous 1,OQ0 0.00 0.00 (1,000.00) 0.00%
Totals $159,000 1,402.00 157,408.20 (1,591.80) 99.00%
Notes:
(1) Includes November to date billings from Best 8� Flanagan.
(2) Transfers were made in June 2012.
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HRA Of Golden Valley Capital Project Funds
2012 Financial Report 9280 9250
Golden North
Hills Wirth #3
Cash Balance @ 10/01/12 $286,384.24 $0.00
Add:
Receipts:
Interest
Lease revenue
Increment on Deposit 16,168.70
Less:
Expenditures:
City of Golden Valley (1) (16,168.70)
Transfer to TIF
Cash Balance @ 12/30/12 $286,384.24 $0.00
(1) Breakdown on City Expenditures Memo
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Housing and Redevelopment Authority
763-593-8002/763-593-81Q9(fax)
Executive Summary For Action
Golden Valley Housing and Redevelopment Authority Meeting
January 8, 2013
Agenda Item
7. Adoption of 2013 General Fund Budget
Prepared By
Sue Virnig, Finance Director
Summary
Attached is the 2013 Housing and Redevelopment Authority General Fund Budget, North Wirth
fees such as fiscal disparities are taken from the Tax Increment payment (Option B) to the
developer.
Attachments
Resolution Adopting 2013 General Fund Budget (1 page)
Recommended Action
Motion to adopt Resolutian Adopting 2013 General Fund Budget.
Resolution 13-1 January 8, 2013
Commissioner introduced the following resolution and moved its adoption:
RESOLUTIQN OF THE HOUSING AND REDEVELOPMENT AUTHORITY (HRA)
ADOPTING THE 2013 GENERAL FUND BUDGET
BE IT RESOLVED by the HRA that the appropriations for the General Fund Program
for the calendar year 2013 as follows:
GENERALFUND
Expenditures Proposed Budget
Legal Services $6,000
Audit Services 12,000
Permanent Transfer 140,000
Miscel{aneaus 1,000
159 00
BE IT FURTHER RESOLVED by the HRA that the sources of financing the sums
appropriated shall be:
GENERALFUND
Revenue
Golden-Hills - Tax Increment Fund 159,000
159 000
Chair
ATTEST:
Thomas D. Burt, Executive Qirector
The motion for the adoption of the foregoing resolution was seconded by Commissioner
upon a vote being taken thereon, the following voted in favor thereof:
and the following voted against the same
whereupon said resolution was declared duly passed and adopted, signed by the Chair and
the signature attested by the Executive Director.
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�. Housing and Redevelopment Authority
763-593-8002/763-593-81Q9 (#ax)
Executive Summary For Action
Golden Valley Housing and Redevelopment Authority Meeting
January 8, 2013
Agenda Item
8. Designation of Depositories
Prepared By
Sue Virnig, Finance Director
Summary
State Law requires cities to have depositories for Hausing and Redevelopment Authority funds
approved annually. The attached resolution states the depositories, accaunts, and signature
requirements for each account.
Attachments
Resolution Designating Depositories for HRA Funds (1 page)
Recommended Action
Motion to adopt Resolution Designating Depositories for HRA Funds.
Resolution 13-2 January 8, 2013
Commissioner introduced the following and moved its adoption:
RESOLUTION DESIGNATING DEPQSITORIES FOR HRA FUNDS
BE IT RESOLVED by the Housing and Redevelopment Authority (HRA) of Golden
Valley that the following are named as depositories for HRA funds, subject to the furnishing
of collateral for funds an deposit as provided in the Laws of the State of Minnesota:
BNC National Bank
Central Bank
Piper Jaffray Companies
RBC-Dain Rauscher
US Bank
Wells Fargo
4M Fund
BE IT FURTHER RESOLVED that the following signatories or alternates are
authorized to be signatories on checks drawn on funds deposited to the general checking
account: the HRA Chair or Vice Chair and the HRA Director or Assistant Director; and that
each check shall require two signatures.
BE IT FURTHER RESOLVED that the following shall be authorized to make
investments of HRA funds and shall be authorized to deposit the principal of said
investments in the above named depositories as necessary and beneficial to the City: HRA
Director, City Treasurer, City's Accounting Coordinator.
The HRA Director and City Clerk are authorized and directed to furnish each of the
depositories with certified copies of this resolution along with such signature documentation
as is required by the depository and the authorizations set forth under 1 and 2 above.
Chair
ATTEST:
Thomas D. Burt, Executive Director
The motion for the adoption of the foregoing resolution was seconded by Commissioner
upon a vote being taken thereon, the following voted in favor thereof:
and the following voted against the same
whereupon said resolution was declared duly passed and adopted, signed by the Chair and
the signature attested by the Executive Director.
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Housing and Redevelopment.A.uthority
763-593-8q02/763-593-81 Q9(fax)
Executive Summary For Action
Golden Valley Housing and Redevelopment Authority Meeting
January 8, 2013
Agenda Item
9. Third Amendment to GVEC Properties, LLC, Private Development Agreement
Prepared By
Jeanne Andre, Assistant Director, Housing and Redevelopment Authority
Summary
The Housing and Redevelopment Authority (HRA) entered into the GVEC Properties. LLC, Private
Development Agreement in 2006 and subsequently amended it two times. The last amendment
allowed GVEC to turn over its interest to Bank Mutual, which has since taken over the property and has
been seeking to secure new developers. The new proposed amendment would allow Bank Mutual to
sell a portion of the property to Stan Koch & Sons Trucking, Inc., which is located on the adjacent
parcel. Koch is seeking additional property to meet the parking needs of its current tenants.
If this amendment is approved, the HRA would allow this sale to go through, contingent on Bank
Mutual and Koch proceeding with amendments to their respective PUDs, going through a formal
subdivision process and making parking lot improvements. The amendment would also outline
conditions for Bank Mutual to seek further development of the last two building sites in the original
PUD, allowing up #0 12,OQQ additional square feet of condominium office development.
For the agreement to be implemented, Koch must agree to purchase property from Bank Mutual,
participate in its own PUD Amendment and undertake the proposed parking lot improvements. The
Consent Agreement indicates Koch's agreement and provides HRA approval.
Attachments
• Third Amendment to the GVEC Properties, LLC, Private Development Agreement (8 pages)
• Consent Agreement (6 pages)
• Map titled Ownership After Platting, dated October 5, 2012 (1 page)
Recommended Actian
Motion to approve the Third Amendment to the GVEC Private Development Agreement and authorize
appropriate HRA officials to execute the Consent Agreement.
(Space above reserved for recording information)
THIRD AMENDMENT OF GVEC PROPERTIES, LLC
PRIVATE DEVEL�PMENT AGREF,MF,NT
THIS THIRD AMENDMENT OF GVEC PROPERTIES, LLC PRIVATE
DEVELOPMENT AGREEMENT (the "Third Amendment") is dated as of ,
2013, and is made and entered into by and among the HOUSING AND REDEVELQFMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate and
politic established and existing under Minnesota Statutes, Section 460.001 et sec�., with its
principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA");
and BANK MUTUAL, a federal savings bank, with its principal office located at 4949 West
Brown Deer Road, Milwaukee, Wisconsin (the "Bank"). The HRA and the Bank are each
referred to herein as a "Party", and collectively as the "Parties".
WHEREAS, the HRA and GVEC Properties, LLC ("Developer") entered into the GVEC
Properties, LLC Private Development Agreement, dated January 10, 2006, and filed with the
Hennepin County Registrar of Titles on February 3, 2006 as Document No. 4222316 (the
"Original Development Agreement"), and a certain First Amendment thereto dated July 15,
2009 (the "First Amendment"); and
WHEREAS, the HRA, Developer, and the Bank entered into the Second Amendment of
GVEC Properties, LLC Private Development Agreement, dated March 13, 2012, and filed with
the Hennepin County Registrar of Titles on April 4, 2012, as Document No. T4942086 (the
"Second AmendmenY'); and
WHEREAS, the Original Development Agreement and the First Amendment and the
Second Amendment are collectively referred to herein as the "Development Agreement'; and
WHEREAS, pursuant to the Original Development Agreement, Developer purchased
from the HRA a site in the North Wirth Parkway Redevelopment Area of Hennepin County,
Minnesota having the original legal description of Lot 1, Block 1, North Wirth Parkway Stn
Addition, Hennepin County, Minnesota ("Development Property"), and thereafter commenced
construction of an office condominium project on the Development Property; and
WHEREAS, Developer committed several Events of Default under the Development
Agreement, and Developer also defaulted under the mortgage granted by Developer ta the Bank
with respect to a portion of the Developrnent Property; and
WHEREAS, the HRA, Developer and the Bank entered into the Second Amendment to,
among other things, modify the schedule for completion of Phase II and Phase III of the
Improvements; memorialize the HRA's waiver of certain defaults under the� Development
Agreement and acknowledge the cure of certain other defaults; and permit Developer to assign
its inter�st in the Development Property and under the Development Agreement to the Bank; and
WHEREAS, the HRA and the Bank now wish to enter into this Third Amendment to
permit the transfer by the Bank to a third party of a portion of the Development Property, free
and clear of all terms, conditions, obligations, and restrictions contained in the Development
Agreement; extend the period for completion of the remaining Improvements; and address
certain other matters;
NOW THEREFORE, in consideration of the foregoing, and in consideration of the
mutual terms and conditions contained herein, the Parties hereby agree as �ollows: �
1. Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Development Agreement.
2. The first paragraph in Section 4.2 of the Development Agreement is amended and
restated in its entirety to state as follows:
Construction of the Phase I Improvements has been completed, and the
HRA has issued a Certificate of Completion for the Phase I Improvements.
Construction of the Phase II Improvements commenced but is only
partially completed, with 4,500 square feet of the Phase II Improvements
completed and 1,500 square feet of the Phase II Improvements remaining
incomplete. The requirements for completion of the different phases of
the Improvements shall not apply after the execution of this Third
Amendment by the Parties.
Construction of 100 percent of the shell of a minimum of 6,000 square feet
of office condominium Improvements, without interior finishing, on Lot 4,
North Wirth Business Center, P.U.D. No. 100, Hennepin County,
Minnesota ("Lot 4") shall be completed within 18 months after the Bank
conveys title to Lot 4 to a transferee in accordance with the Development
Agreement. Construction of a minimum of 6,000 square feet of office
condominium Improvements shall be campleted on Lot 5, North Wirth
Business Center, P.U.D. No. 100, Hennepin County, Minnesota ("Lot 5"),
within 18 months after the date the Bank conveys title to Lot 5 to a
transferee in accordance with the Development Agreement. The tim�s
provided herein for commencement and completion of construction shall
be extended to the extent of any Unavoidable Delays.
2
The Bank may transfer Lot 4, independent of Lot 5, to a different
transferee than the transferee of Lot 5, and vice versa.
3. Section 4.3(a) of the Development Agreement is amended and restated in its
entirety to state as follows: �
Construction of the Phase I Improvements has been completed, and HRA
has issued a Certificate af Completion for the Phase I Impravements.
Promptly after completion in accordance with the Development
Agreement as amended by this Third Amendment of a minimum of 6,000
square feet of Improvements for Lot 4, the HRA will furnish Developer
v�ith a separate Certificate of Completion, in substantially the form set
forth in Exhibit B to the Development Agreement, with respect to Lot 4.
Promptly after completion in accordance with the Development
Agreement as amended by this Third Amendment of a minimum of 6,000
square feet of Improvements for Lot 5, the HRA will furnish Developer
with a separate Certificate of Completion, in substantially the form set
forth in Exhibit B to the Development Agreement, with respect to Lot 5.
Each Certificate of Completion shall be (and it shall be so provided in the
Certificate of Completion itself� a conclusive determination of satisfaction
and termination of the agreements and covenants in this Agreement with
respect to the obligations of Developer to construct the applicable portion
af the Improvements.
4. In no event shall Section 4.8 of the Development Agreement, as modified below,
apply to the Bank, but it shall apply to all of the Bank's assigns. Section 4.8 of the Develapment
Agreement is amended and restated in its entirety to state as follows:
If a Certificate of Completion for a minimum of 6,000 sguare feet of
Improvements on Lot 4 has not been issued within 18 months after the Bank
conveys title to Lot 4, or if a Certificate of Completion for a minimum of 6,000
square feet of Improvements on Lot 5 has not been issued within 18 months after
the Bank conveys title to Lot 5, the transferee of each of such lots for which a
Certificate of Completion has not been issued shall pay to the HRA, on August 15
of each year beginning at the end of such 18-month period, and continuing until a
Certificate of Completion has been issued for such lot, or December 31, 2Q24,
whichever is earlier, an annual sum determined by the following formula:
Ax [B —C] xD
For purposes of the above formula, the following definitions shall apply:
A= the average assessed market value per sguare foot for the
completed Improvements (excluding land) as of January 2 of such
year
3
B = 4,500 square feet
C = the number of square feet of completed Improvements as of
January 2 of such year
D= the aggregate real estate tax rate for the completed
Improvements as of January 2 of such year.
5. The HRA consents to the sale of that portion of the Development Property
described in Exhibit A (the "Sale Parcel") by the Bank (in connection with a conveyance by the
Golden Valley Executive Center Association (the "Association") to the Bank) to Stan Koch &
Sons Trucking, Inc. ("Koch"), pursuant to the terms of that certain real estate Purchas� and Sale
Agreement having an effective date of October 31, 2012, as amended by First Amendment to
Purchase and Sale Agreement dated December 31, 2012, each in the form delivered to the HRA,
provided the sale closes on or before May 31, 2013. The HRA agrees that, upon the conveyance
of the Sale Parcel by the Bank to Koch, all of the terms, conditions, obligatians and restrictions
of the following instruments shall cease to apply with respect to the Sale Parcel; (i) the
Development Agreement, (ii) that certain Restrictive Covenant Agreement, dated February 3,
2006, and filed with the Hennepin County Registrar of Titles on February 3, 2006, as Document
4222315, and (iii) that certain Limited Warranty Deed dated January 17, 2006 and filed with the
Hennepin County Registrar of Titles on February 3, 2006, as Document 4222314.
The HRA's consent to the sale of the Sale Parcel to Koch is contingent on: (a) approval
by the City of an amendment to existing P.U.D. No. 100 for the Development Property under
which the Sale Parcel is released from P.U.D. No. 100, and (b) approval by the City of an
amendment to existing P.U.D. No. 61 for the adjoining parcel owned by Koch under which the
Sale Parcel is annexed to P.U.D. No. 61. The Bank shall use its best efforts to obtain all of such
approvals as soon as practicable, including making application to the City within 30 days after
the execution of this Third Amendment by both Parties for an amendment to existing P.U.D. No.
100 for the Development Property.
6, Within 3Q days after execution of this Third Amendment by both Parties, the
HRA shall pay all principal and accrued interest owed to Voyager Bank on Voyager Bank's prior
loan to Developer that was secured by Developer's pledge to Voyager Bank of the Tax
Increment Note. Following such repayment, the HR.A shall obtain the Tax Increment Note from
Voyager Bank, cancel the Tax Increment Note, and issue and deliver the Second Amended Tax
Increment Note to the Bank, as provided in the Second Amendment.
7. Within 30 days after the City's approval of an amendment to existing P.U.D. No.
100, the HRA shall request the County to remove the Sale Parcel from the Tax Increment
District.
$. The Bank shall record this Third Amendment and the transfer documents for the
sale of the Sale Parcel and pay all recording fees in connection therewith.
9. As amended hereby, the Development Agreement continues in full force and
effect. Except as described herein, to the knowledge of the HRA there are no defaults by
4
Developer or the Bank under the Development Agreement that have not been waived or cured.
The Bank agrees that the HRA is not currently in default under the Agreement, and any prior
defaults by the HRA are hereby waived. The Bank also agrees that the HRA has made all
payments of principal and/or accrued interest under the Tax Increment Note and any
amendments to the Tax Increment Note when due, and that the HRA is not in default thereunder.
10. The HRA affirms that: (a) the Bank shall not be obligated to undertake or
continue construction or completion of the Improvements as provided in Section 7.1 of the
Development Agreement; (b) the Bank may convey its interest in the Development Property, and
assign its interest in and under the Development Agreement with the prior written consent of the
HRA, provided that the assignee must expressly assume all obligations of Developer under the
Development Agreement in accordance with the terms and conditions stated in Section ?.3
thereof. The Bank agrees not to undertake or continue construction or completion of the
Improvements without further agreement by the HRA.
11. The HRA hereby acknowledges that the Bank has deposited with the HRA the
sum of$10,000,to be used solely for reimbursement of the HRA's legal expenses incurred in
connection with the review of this Amendmsnt and for no other purpose; and further, the HRA
agrees that it shall return the balance of such funds remaining, if any, to the Bank upon receipt of
a recorded copy of this Third Amendment. The HRA further confirms and acknowledges that no
costs or fees in excess of said deposit or as otherwise pravided herein shall be assessed to the
Bank or Development Property in connection with this Amendment without the prior knowledge
and approval of the Bank.
12. The City is not a Party under this Agreement.
5
IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties as of
the date first above written.
HOUSING AND DEVEL�PMENT AUTHORITY
IN AND FOR THE CITY QF GOLDEN VALLEY
By:
Name:
Its:
By:
Name:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this � day of ,
2013 by and , the and
, respectively, of the HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, on behalf thereof.
Notary Public
6
BANK MUTUAL,
a federal savings bank
By:
Name:
Its:
By:
Name:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of ,
2013 by and , the and
, respectively, of Bank Mutual, a federal savings bank, on behalf of
Bank Mutual.
Notary Public
This instrument was drafted by: �
Best & Flanagan LLP (CCB)
225 South Sixth Street, Suite 4000
Minneapolis, MN 55402
(612) 339-7121 �
7
EXHIBIT A
Description of Sale Property
All of Lot 1 and that part of Lots 2 and 3, Block 1, NORTH WIRTH BUSINESS CENTER,
P.U.D. NO. 100, Hennepin County, Minnesota, lying northeasterly of line described as
cammencing at the most northerly corner of said Lot 2; thence southwesterly 134.03 feet along
the northwesterly line of said Lot 2, being a curve concave to the southeast, having a radius of
3337,00, a central angle of 2 degrees 18 minutes OS seconds and an assumed chord bearing of
South 52 degrees 50 minutes 45 seconds West to a point of tangency in said northwesterly line of
Lot 2; thence South 51 degrees 41 minutes 42 seconds West, along said northeasterly line of Lot
2 and tangent to said curve, a distance of 12.30 feet to the point of beginning of line to be
described; thence South 38 degrees 18 minutes 18 seconds East, a distance of 158,35 feet; thence
South 64 degrees 04 minutes 09 seconds East a distance of 30.00 feet to the southeasterly line of
said Lot 2 and there Terminating.
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am�'� :�F�ME��na�9 �x9�� , �' a
011800/940315/1575912_2 ,
g
CONSENT AGREEMENT
THIS AGREEMENT is made and entered into as of this day of ,
2013, by and between the Housing and Redevelopment Authority in and for the City of
Golden Valley, a public body corporate established and existing under Minnesota
Statutes, Section 469.001 et seq., located at 7800 Golden Valley Road, Golden Valley,
Minnesota 55427 (the "HRA"), and Stan Koch & Sons Trucking, Inc., a Minnesota
corporation, located at 4200 Dahlberg Drive Minneapolis, Minnesota 55422 ("Koch").
The HRA and Koch are each referred to herein as a "Party", and collectively as the
"Parties".
RECITALS:
WHEREAS, Koch has entered into a Purchase and Sale Agreement, dated
October 23, 2013, and a First Amendment to Purchase and Sale Agreement, dated
December 31, 2012, with Bank Mutual (the "Bank") (the "Purchase Agreement"),
providing for the purchase by Koch fram the Bank of a parcel described in Exhibit A (the
"Sale Parcel"); and
WHEREAS, the Sale Parcel is currently subject to the terms, canditions, and
restrictions contained in the GVEC Properties, LLC Private Development Agreement,
dated January 10, 2006, and as amended by the Firsfi Amendment, Second
Amendment, and Third Amendment thereto (collectively, the "Development
Agreement"), including a requirement that the HRA cansent to any transfer of the Sale
Parcel; and
WHEREAS, the HRA is willing to consent to the sale of the Sale Parcel by the
Bank to Koch in accordance with the terms of the Purchase Agreement, and release the
Sale Parcel fram the terms, conditions and restrictions contained in the Development
Agreement, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration af the foregoing, and in considerafiion of
the mutual terms and conditions cantained herein, the parties hereby agree as follows:
1. Amendment of PUD. Within thirty (30) days after the date this Agreement
has been executed by both parties, Koch shall apply to the City of Golden Valley (the
"City"} for an amendment to existing P.U.D. No. 61, to incorporate the Sale Parcel into
the existing P.U.D. Koch shall use its best efforts to obtain the amendment to the
P.U.D., and all other required consents and approvals from the City, as soon as
practicable, including any replatting if required by the City. Koch shall also cooperate
with the Bank, the HRA, and the City in amending existing P.U.D. No. 100 to exclude
the Sale Parcel.
2. Improvements. Koch agrees that following the closing of the purchase of
the Sale Parcel, it shall promptly demolish any improvements currently on the Sale
Parcel, and construct surface parking for 50 cars, together with any Iighting and
landscaping required by the City. Construction of the new improvements shall be in
accordance with the construction plans attached as Exhibit B.
3. Consent. The HRA consents to the sale of the Sale Parcel by the Bank
and the Association to Koch pursuant to the terms of the Purchase Agreement, provided
the sale occurs on or before May 31, 2013. The HRA agrees that, following the sale of
the Sale Parcel by the Bank and the Association to Koch, all of the terms, conditions,
obligations and restrictions of the Development Agreement shall cease to apply with
respect to the Sale Parcel, except for the Restrictive Covenant Agreement described in
the Development Agreement.
The HRA's consent to the sale of the Sale Parcel to Koch under this Agreement
is contingent an: (a) approval by the City of an amendment to existing P.U.D. No. 100
to exclude the Sale Parcel, (b) approval by the City of an amendment to existing P.U.D.
No. 61 to include the Sale Parcel, and (c) any approvals of the Association's members
and mortgagees that are required under the Association's governing documents. Koch
shall use its best efforts to obtain all of such approvals as soon as practicable.
4. General. This Agreement constitutes the entire agreement between the
Parties on the subject matter hereof, superseding all prior oral and written agreements
on the subject matter hereof. The City is not a Party under this Agreement. This
Agreement is binding upan, and shall inure to the benefit of, the successors and assigns
of the Parties. This Agreement may only be modified by a written amendment signed
by both Parties. This Agreement may not be assigned by either Party without the prior
written eonsent of the other Party. This Agreement shall be governed in accordance
with Minnesata law. This Agreement may be executed in counterparts, and signature
pages delivered by facsimile or computer shall have the same effect as manually-
signed, original copies.
2
IN WITNESS WHEREOF, the parties have caused the execution of this
Agreement as of the day and year first above-written.
HOUSING AND DEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
GOLDEN VALLEY
By:
Name:
Its:
By:
Name:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
, 2013 by and , the
and , respectively, of the HOUSING
AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF �OLDEN VALLEY,
on behalf thereof.
Notary Public
3
STAN KOCH 8� SONS TRUCKING, INC.
By:
Name:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
, 2013 by , of STAN KOGH & SONS TRUCKING,
INC., on behalf of the corparation.
Notary Public
011800/311002/1551394_3
4
EXHIBIT A
Description of Sale Propert�
All of Lot 1 and that part of Lots 2 and 3, Block 1, NORTH WIRTH BUSINESS CENTER, P.U.D. NO. 100,
Hennepin Gounty, Minnesota, lying northeasterly of line described as commencing at the most northerly
corner of said Lot 2; thence southwesterly 134.03 feet along the northwesterty line of said Lot 2, being a
curve concave to the southeast, having a radius of 3337.00, a central angle of 2 degrees 18 minutes 05
seconds and an assumed chord bearing of South 52 degrees 50 minutes 45 seconds West to a point of
tangency in said northwesteriy line of Lot 2; thence South 51 degrees 41 minutes 42 seconds West, along
said northeasteriy line of Lot 2 and tangent to said curve, a distance of 12.30 feet to the point of beginning
of line to be described; thence South 38 degrees 18 minutes 18 seconds East, a distance of 158.35 feet;
thence South 64 degrees 04 minutes 09 seconds East a distance of 30.00 feet to the southeasterly line of
said Lot 2 and there Terminating.
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