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09-16-15 HRA Special Agenda Packet AGENDA Special Meeting of the Housing and Redevelopment Authority Golden Valley City Hall 7800 Golden Valley Road Council Chamber September 16, 2015 5:45 pm Paqes 1. Roll Call 2. Appointment of HRA Director 2 3. Golden Hills Redevelopment Area: A. Public Hearing - Sale of Land to Global One Golden Valley 3-28 Resolution 15-06 - Resolution Approving Conditional Sale of Certain Real Property for the Development of Rental Apartments and Senior Housing (Global One Golden Valley, LLC) B. Approval of Partial Assignment and Assumption of Private 29-37 Development Agreement and Consent (Three•Nine•Four Development) 4. Adjournment city of C)ZG��YI �� MC� � /�1ND1111n � �T�, e� Housing and Redevelopment Authority 763 593 8002/763 593 8109(fax) Executive Summary For Action Golden Valley Special Housing and Redevelopment Authority Meeting September 16, 2015 Agenda Item 2. Appointment of HRA Director Prepared By Marc Nevinksi, Assistant Director Summary The City Council has hired a new City Manager. Traditionally the City Manager has also served as Director of Housing and Redevelopment Authority (HRA). It is recommended that the HRA appoint Timothy J. Cruikshank as its Director. Recommended Action Motion to appoint Timothy J. Cruikshank as HRA Director. �i�y �f , � �1l��Yl �UI t� R �C�1 � Housin and Redevelo ment Authorit V�. �'� g P y 763-593-8002/763-593-8109(fax) Executive Summary For Action Golden Valley Special Housing and Redevelopment Authority Meeting September 16, 2015 Agenda Item 3. A. Public Hearing- Sale of Land to Global One Golden Valley, LLC, and Amendment to Private Development Agreement (for the Three•Nine•Four Development) Prepared By Jason Zimmerman, Planning Manager Summary Since 2010, the Housing and Redevelopment Authority (HRA) has been working with Global One Commercial on the possible redevelopment of undeveloped land at the northwest quadrant of Trunk Highway 100 and Interstate 394 that was acquired by the Minnesota Department of Transportation (MnDOT) in the 1980s. Some of the property was taken for the expansion of the highway, with the residual property used as a staging area during the conversion of U.S. Highway 12 into Interstate 394. The residual property has remained vacant since completion of the freeway and is available for development. The parcel is located in the City's I-394 Corridor Redevelopment Area. When excess MnDOT property is sold, the City's HRA is given the right of first refusal concerning the sale of the land for redevelopment purposes. On April 10, 2012, the HRA approved a resolution that would have allowed the pass through of the property from MnDOT to the developer for the identified project. Due to a delay in the completion of this transaction, a new resolution must be approved by the HRA in order for the project to move forward. The developer has worked with staff and agreed to the Global One Private Development Agreement approved by the HRA on April 10, 2012. The agreement set forth a plan to proceed with the development of the MnDOT parcel, in conjunction with an adjacent parcel containing two small apartment buildings. Since the approval of the original agreement, several events have transpired that require the HRA to review and approve an amendment to the agreement. If the HRA approves the new resolution and the amendment to the development agreement, the following activities are necessary: 1. The sale of land would be a pass through, with the HRA purchase of the land followed immediately by the sale to Global One Golden Valley, LLC. 2. The developer will provide for relocation benefits for tenants of the apartment units impacted by the development. Attachments • Resolution Approving Sale of Certain Real Property for the Development of Rental Apartments and Senior Housing (Global One Golden Valley, LLC) (24 pages) Recommended Action Motion to adopt Resolution Approving Sale of Certain Real Property for the Development of Rental Apartments and Senior Housing (Global One Golden Valley, LLC). Resolution 15-06 September 16, 2015 Commissioner introduced the following and moved its adoption: RESOLUTION APPROVING CONDITIONAL SALE OF CERTAIN REAL PROPERTY FOR THE DEVELOPMENT OF RENTAL APARTMENTS AND SENIOR HOUSING (Global One Golden Valley, L.L.C.) WHEREAS, the Housing and Redevelopment Authority in and for the City of Golden Valley (hereinafter "HRA") and the City Council for the City of Golden Valley (hereinafter "City") have approved the I-394 Corridor Redevelopment Plan (formerly the Golden Hills Redevelopment Plan) as adopted in 1984 and amended from time to time; and, WHEREAS, the I-394 Corridor Redevelopment Plan contemplates the redevelopment of the East Area; and, WHEREAS, Global One Golden Valley, LLC ("Developer") would like to develop an approximately 303-unit, market-rate, six-story apartment building with underground and surface parking and an approximately 107-unit, seven-story senior apartment building with underground parking; and, WHEREAS, the HRA has reviewed the terms of the proposal made by the Developer and they appear to be reasonable and within the overall guidelines for redevelopment of the I-394 Corridor Redevelopment Area; and, WHEREAS, the HRA has provided for the determination of the use value of the real property contemplated by the Developer's proposal; and, WHEREAS, in April of 2012 the HRA authorized the proposed sale of the property and approved the Private Development Agreement by adopting Resolution 12-04; and, WHEREAS, various circumstances have resulted in a three year delay in the sale of the property and changes to the development proposal requiring the consideration of a new Resolution; and WHEREAS, pursuant to Minnesota Statutes §469.029, the HRA has duly given notice in the form attached as Exhibit A of a new public hearing on the proposed sale of the property described therein as the "subject property" and has duly held said public hearing. NOW, THEREFORE, BE IT RESOLVED, that the HRA does hereby make the following findings and determinations: 1. Proper published notice of the proposed sale of the Subject Property described above has been given and a public hearing has been held thereon, all in accordance with the provisions of Minnesota Statutes §469.029; and, 2. The use of the Subject Property proposed by the Developer is reasonably within the overall guidelines of the I-394 Corridor Redevelopment Plan; and, Resolution 15-06 - Continued September 16, 2015 3. The use value of the Subject Property is that value established by agreement befinreen the Minnesota Department of Transportation and the HRA; and, 4. In consideration of the restrictions on the sale and use of the Subject Property imposed by Minnesota Statute §469.029 and the restrictions imposed by the I-394 Corridor Redevelopment Plan, sale of the Subject Property to the HRA at the value established by the Minnesota Department of Transportation is appropriate. BE IT FURTHER RESOLVED that: 1. The sale of the Subject Property to the Developer with the terms and conditions set forth in the Private Development Agreement as approved by the HRA in Resolution 12-04 is reaffirmed; and, 2. The sale of the Subject Property to the Developer, further subject to the terms and conditions set forth in the First Amendment to the Private Development Agreement attached hereto as Exhibit B, is hereby approved; and, 3. The Chair and the Director of the HRA are hereby authorized to execute the necessary documents and close the sale of the Subject Property to the Developer pursuant to the terms and restrictions provided hereby; and, 4. The Director of the HRA is hereby authorized and empowered to take all necessary steps to perform the obligations imposed on the HRA under the Private Development Agreement and the First Amendment; and, 5. The I-394 Corridor Redevelopment Plan is hereby amended to the extent that the Devetoper's proposal embodied in the First Amendment to the Private Development Agreement attached hereto as Exhibit "B" so modifies it. Steven T Schmidgall, Chair ATTEST: Timothy J. Cruikshank, 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. Resolution 15-06 - Continued September 16, 2015 EXHIBIT A NOTICE OF PUBLIC HEARING APPROVAL OF SALE OF REAL PROPERTY IN THE NORTHWEST QUADRANT OF I-394 AND HIGHWAY 100 TO GLOBAL ONE GOLDEN VALLEY LLC FOR REDEVELOPMENT NOTICE IS HEREBY GIVEN that the Housing and Redevelopment Authority (HRA) of Golden Valley, Minnesota will meet at the Golden Valley City Hall, Council Chambers, 7800 Golden Valley Road, on Wednesday, September 16, 2015, at 5:45 pm and will then and there consider the proposed sale and terms thereof for the development of property owned by the Minnesota Department of Transportation at the northwest quadrant of I-394 and Highway 100, as set forth on the attached map for redevelopment pursuant to Minnesota Statutes Section 469.029. The proposal is to construct an apartment building with approximately 303 units and a senior housing facility with approximately 107 units, both with underground and surface parking. All interested parties may appear in person or by counsel and be heard. All interested persons may appear in person or by counsel and present their views orally or in writing. If you require auxiliary aids or services to participate or communicate in this meeting, please contact Kris Luedke at 763-593-8012 (TTY: 763-593-3968) 48 hours before the meeting time to make a request. Examples of auxiliary aids or services may include sign language interpreter, assistive listening device, accessible meeting location, etc. BY THE HOUSING AND REDEVELOPMENT AUTHORITY /s/Thomas D. Burt, HRA Director „ ,��-,.. �..;,.: �-�.,;,, — �.:,. �x�-•r-::x.:�R.:, �.1:, _,..s._�._ ... �Qw�R�� .- �618�� 832�BZI g�£g't': z` �'��:T �r •;; f R �`�_6 � 801 , � �j �5�50� �'tlQisson Rd 6ik3 ��a $ ° 808 �3 � ..._” ��rp t�"� �'��;� 4 � � Z S 601 i, ''t '� ''�H"` \�"�=" �� ,��'1, ;�� 6J9 �� B�zs py�'g�,a °� .� '� � .c ,G. . . �' � \�. . � � � 'Z •s�s. ' so9 � � �" '�'�"rng � . B,� s�� , '4� x '�`�+��'��, � �' �� `�. � � �� '�b � 3i'10 3110 ,5400 5320'�� '�10 6SOD 5230 � � . �,", �� q N �� .� � ��,"��' " . �' c�� 20 �� '�t � t 5 �� - :� . � ,� �� ,� s�oo saao �o,o ;� � �° Ctrcle Down � ' �� ;54i1� � 7R31'� 3221 b211 �� `� ��' � �.;�� i.� �� ID�� bt21 � `:c ` ,�,,�„� �� dC107 , 5223 � � 3111 3101'�.�``� : f . 5911 � m . / . .. X. p i t tl'1 Wi � 1 01�04 '�` 6011��.,yx' � �' V � 98 , � . �.--..��...�.__„ .� �.� E 12b1 .�,_.-�.�_ �—`-„—..r�� ' �� :� , " � �,�` � sg�4i5 ~ 6+iii �d� $�� " � t 4U9 l ii ��,� Ip20 ` � � _ �� '� ::' �� Subject Property ..� �� ..,��: rs Intarstate Hwy 39d � ' ' � lnterataRv Hwy.S84 ' � p � r .-. � . °bY.xBttiF+m-�.T.^.M.'+��y�yyp, � �� . 1i ��,,.�--�=�`,�'� wAruTAe�vo � � - �.�, t ��,""..,.,,,,,,�,` � ,�.� �-^"_' �.� � `�..., � ��, � i =•;, � � �,. , ,f` t ' , .i � � . ��°� ,.:HW �`� ST. L4UIS PARK . " I � ' � � • " , � : p � �.� �• � � -� 30T5 `, q�,�� . . z_ � . „ � • _'.�t ��; .v.r..._...� ` �----��=� .. �t� � ��rn .��,«. f.`A a�s .�»..,....�q � '..'.�,a'Q'4 � j� 'ti �,,,,, U 4f �' t ' �w�,�sr,,l",�"�gS W _r 4 � a l�. - ,"� 1�i ,�„-...... •_• a 1400 h' � ,xn. � ��' �-��4 • 2 '�a., ��. ,��,,,;�„„„»�; . �'; �. . .O �...._ . ., ��. �1 �� ..* .. , � GLOBAL ONE GOLDEN VALLEY, LLC FIRST AMENDMENT TO PRIVATE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO PRIVATE DEVELOPMENT AGREEMENT ("Amendment"), effective as of September _, 2015, is made and entered into 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 se�c. (the "HRA"), and GLOBAL ONE GOLDEN VALLEY, LLC, a Minnesota limited liability company ("Global One"). All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement (as defined below). WHEREAS, the HRA and Global One entered into that certain Private Development Agreement (the "Agreement") dated April 10, 2012, relating to the sale by the HRA to Global One of the MNDOT Parcel described on Exhibit A hereto (the "MNDOT Parcel"), and the purchase by Global One of the Adjacent Parcel described on Exhibit B attached hereto (the "Adjacent Parcel") for the project commonly referred to as The Three.Nine.Four; and WHEREAS, at the closing with the HRA, Global One intends to assign certain of its rights and obligations under the Agreement to 394 ASSOCIATES, LLP, a Cotorado limited liability partnership ("394"), pursuant to the Partial Assignment and Assumption of Private Development Agreement and Consent (the "Assignment") in the form contemporaneously executed herewith and to be effective as of the Closing Date (as defined below), and 394 intends to accept the Assignment and the HRA intends to consent to the Assignment; and WHEREAS, the parties now wish to amend the Agreement to reflect the intended Assignment and make certain other changes to the Agreement; NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual terms and conditions contained herein, the parties hereby agree as follows: 1. The revisions to the Agreement set forth in this Amendment that are related specifically to 394 or the Assignment, or both, are expressly contingent upon the HRA, Global One and 394 executing and entering into the Assignment and the Assignment becoming effective pursuant to the terms and conditions set forth therein. 2. Section 1.1 of the Agreement is hereby amended as follows: a. "Closinq Date" or "Closinq" means the date upon which the HRA conveys the MNDOT Parcel (consisting of Tract N only, as more specifically defined below) to Global One, which shall be the date that is 14 calendar days after the date Developer receives a copy of the notice to the HRA from the State confirming that the resolution of the existing litigation is satisfactory to the State. b. "Development Plans" means those plans set forth on Exhibit C attached hereto and the same are hereby approved. c. "Development Propertv" means the MNDOT Parcel and the Adjacent Parcel, to be re-platted as Lots 1, 2, and 3, Block 1, Globus Golden ValleyAddition PUD No. 112, Hennepin County, Minnesota, according to the recorded plat thereof. d. "Developer" means Global One and its successors and assigns, whether partial or in full, under the Agreement. e. "Improvements" means: (i) as to Lots 1 and 2, a 6-story apartment building with approximately 303 units, plus an access road and parking as depicted and described in the approved Development Plans ("Apartment Building"); (ii) as to Lot 3, a 7-story apartment building with approximately 107 senior units, plus parking as depicted and described in the approved Development Plans ("Senior Building"); (iii) the 394 Site Improvement Work described on Exhibit D attached hereto ("394 Site Improvement Work"); (iv) the Global One Retained Site Improvement Work described on Exhibit E attached hereto ("Global One Retained Site Improvement Work"); and (v) all other improvements, including fixtures and equipment, to be constructed by Developer upon the Development Property pursuant to the approved Development Plans. f. "MNDOT Parcel" means the parcel described on Exhibit A and depicted on the map attached as Exhibit F, excluding Lot 18 and the Alley Parcel, described on Exhibit G, which MNDOT Parcel shall be conveyed to Developer pursuant to a quit claim deed. g. "Public Improvements" means those public improvements required by the City under the PUD Agreement (as defined below). The term also includes such administrative fees, inspection costs, attorneys' fees and related expenditures necessary to undertake such improvement. h. "PUD Aqreement" means the Planned Unit Development Agreement contemporaneously executed herewith and to be effective as of the Closing Date, between Developer and the City. 3. Nofinrithstanding anything to the contrary contained in Section 2.2 of the Agreement, subsection (i) is amended as it relates to 394 such that the representation and warranty state that 394 is a Colorado limited liability partnership duly organized in the State of Colorado and authorized to do business in the State of Colorado. 4. The last two sentences of Section 3.5 of the Agreement, regarding the MCES Sanitary Sewer System, are hereby deleted in their entirety. 5. Section 4.2 is hereby amended by changing the date of September 30, 2014 to September 30, 2017. 2 6. Section 4.5 of the Agreement is replaced in its entirety as follows: Relocation Benefits are payable to the current residents of the Adjacent Parcel. Global One originally deposited with the HRA the sum of $50,000 which was reduced to $0.00 at the request of Global One as a deposit and to pay for Section 4.4 expenses. 394 shall provide the HRA with such additional sums when and to the extent the HRA deems necessary in its reasonable discretion to cover all the HRA's relocation benefit and relocation service obligations. Of even date herewith, 394 has deposited with the HRA $50,000, which represents an amount equal to 125% of the HRA's estimate of the total amount of such benefits. If relocation benefits and costs of relocation services exceed the foregoing deposit, 394 shall deposit an additional amount determined by the HRA, in its reasonable discretion, to cover such costs. If the total benefits payable and any relocation service costs are less than the total deposit and/or sums provided the HRA, such excess shall be returned to 394. 7. Section 4.6 of the Agreement is replaced in its entirety as follows: Pursuant to Section 4.6 of the Agreement, on this date, 394 has delivered to the HRA an irrevocable Letter of Credit in the amount of $250,000 issued by a bank or other financial institution reasonably acceptable to the HRA, to secure Developer's obligations under the Agreement. The Letter of Credit shall be returned to 394 and may be terminated by 394 upon the earlier of: (a) upon completion of all Improvements and issuance of a Certificate or Certificates of Completion for all such Improvements, including those on Lots 1, 2 and 3, pursuant to the Development Plans, or (b) (i) completion of all Improvements and issuance of a Certificate of Completion for all such Improvements on Lots 1 and 2 only, and (ii) delivery of a replacement Letter of Credit by Global One in the amount of $250,000, to secure Developer's obligations under the Agreement as it relates to Lot 3 only. Global One shall deliver said replacement Letter of Credit upon the earlier of(1) closing on the sale of Lot 3 to a successor developer with the consent of the HRA, or(2)thirty(30)days after the issuance of the Certificate or Certificates of Completion for Lots 1 and 2. 8. Section 8.1 is hereby amended to provide that a portion of the Development Property to be re-platted as Lots 1 and 2, Block 1, Globus Golden Valley Addition PUD No. 112, Hennepin County, Minnesota, may be transferred to 394 Associates, LLP. 9. Section 10.4(a) is hereby revised to replace notices to Charles D. Wilson with: with copies to: Barna, Guzy & Steffen, Ltd. 200 Coon Rapids Blvd, Suite 400 Minneapolis, MN 55433-5894 Attn: Jeffrey S. Johnson, Esq./Timothy D. Erb, Esq. 3 And: 394 Associates, LLP c/o Forum Real Estate Group 4500 Cherry Creek Drive South, Suite 550 Glendale, Colorado 80246 Attn: Tyler Elick And: Fisher & Suhr, P.C. 1512 Larimer Street, Suite 730 Denver, CO 80202 Attn: Edie M. Suhr, Esq. 10. Except as set forth herein, all terms, provisions and covenants of the Agreement shall remain unchanged and in full force and effect. [REMAINDER OF PAGE INTENTIONAL�Y BLANK; SIGNATURE PAGE FOLLOWS] 4 IN WITNESS WHEREOF, the HRA has caused this Amendment to be duly executed in its name and behalf and its seal to be hereunto duly affixed and Global One has caused this Amendment to be duly executed in its name and behalf, on or as of the date first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: its: And Its: STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2015, by , Chair, and , Director, of THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, on behalf of the organization. Notary Public 5 GLOBAL ONE GOLDEN VALLEY, LLC By: Mark C. Globus, Chief Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2015, by , of GLOBAL ONE GOLDEN VALLEY, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public DRAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 6 EXHIBIT A LEGAL DESCRIPTION FOR MNDOT PARCEL That part of Tract N, REGISTERED LAND SURVEY NO. 106, Hennepin County, Minnesota; which lies Northerly of Line 1, described as follows: Line 1: Commencing at the west quarter corner of Section 30, Township 29 North, Range 24 West; thence easterly on an azimuth of 91 degrees 21 minutes 02 seconds along the east and west quarter line thereof for 561.17 feet; thence on an azimuth of 01 degree 21 minutes 02 seconds for 225.54 feet to a point on the west line of said Tract N, and the point of beginning of Line 1 to be described; thence on an azimuth of 75 degrees 550 minutes 09 seconds for 133.57 feet; thence on an azimuth of 87 degrees 00 minutes 30 seconds for 533.32 feet thence deflect to the left on a tangential curve, having a radius of 509.00 feet and a delta angle of 21 degrees 30 minutes 00 seconds, for 191.00 feet; thence on an azimuth of 51 degrees 00 minutes 02 seconds for 109.32 feet, more or less, to the northeasterly line of Lot 18, Block 2, "SPRING GREEN SOUTH" and there terminating. A-1 EXHIBIT B LEGAL DESCRIPTION OF ADJACENT PARCEL That part of Tract N, REGISTERED LAND SURVEY NO. 106, Hennepin County, Minnesota; which lies Northerly of Line 1, described as follows: Lots 5 and 19, and The South 9.75 feet of Lot 9, The South 15 feet of Lot 7, The South 15 feet of Lot 6, That part of Lot 13, lying Southwesterly of a line drawn 9.75 feet Northeasterly of and parallel with the Southwesterly line of said lot. All in Block 2, "SPRING GREEN SOUTH" B-1 EXHIBIT C DEVELOPMENT PLANS C-1 _. . .. � I�� oo: unu _ _ , .��\\ YF_ �� '�� , �� .� , , I ��, ' � �� _� i �� ,�� ' , < <� � �� ;�. o I N ( � � � , ,,� ,,,� ,. � , ��i / ' ' . � °> O �� _� i �^y �' �\ � a) 'i � � �✓ � � /,� �,� :J �^'" ( m �\ O II �-� / I � c� �� l � ,�`r... , :t.�,�� O / v � ,� �� r�� - � � � N � � �� '� �� f '�� I ��'\ � �� `�.,_ ` f� �,'� � Q, I � � i. O � ' � _ ;�, ,�' .,� � ��. 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W� R J�y 1 J,�� V `LL �.� � *� �►� , � � o w ��'� ,� � �; _ � �'•"�!°°' , � � j Q� ° .: 4 0 �0 •, w . ,r,t,"'rf '`�� J � EXHIBIT D 394 SITE IMPROVEMENT WORK D-1 EXHIBIT E GLOBAL ONE RETAINED SITE IMPROVEMENT WORK E-1 EXHIBIT F DEPICTION OF MNDOT PARCEL F-1 e �,,.� ✓ / � '+ / � O �/ O O A �/�/ a O � g Q b > � %!� 1 � ` � ❑ � � �ti�° � "� o I e a � — / ��b � > - �' ��I o � � ��o . .9'� � � � a'�' ,�• ❑� a � , � / o �"'� � �_-�-_ � � ti , , �'�° e I�� I u � �'+ a � � ~ ¢ a � � � ; �/ ° O u� � dS a � � � m U �� ' � � � I O p � 2 � �'" I I � � � � i � � aS � w � /0 �% I e .-e.. 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I Pa U U U U U � a � �`�� I i i a I � �" (I'I �l_� I � � a \ I I OI I' I 'C�.__._�--� a a a � —� C � I I OI , II I e� � </� ��_-- a e �,� I « � r__�' 1 � � �P I, � 6 �_ I I; ' —J � � o � �� ¢ °ooa000 � � , � � � o -.,...o� �f� c� , ' savoassoa� s,a3NanL � ° �— a �— � \ b s a 3 I l /f lfl S-H ON r . � O O 0 O 0 6 O O O.. r�� O 0 O O �. � � R EXHIBIT G LEGAL DESCRIPTION OF ALLEY PARCEL AND LOT 18 That part of Tract N, REGISTERED LAND SURVEY NO. 106, Hennepin County, Minnesota; which lies Northerly of Line 1, described as follows: All that part of the ALLEY dedicated by the plat of"SPRING GREEN SOUTH", according to the plat thereof on file and of record in the office of the Hennepin County Registrar of Titles, described as follows: Beginning at the point of intersection of the northerly line of said ALLEY with the northerly extension of the westerly line of TRAGT N, REGISTERED LAND SURVEY NO. 106, files of said Hennepin County Registrar of Titles; thence easterly along said northerly line ta the most easterly corner of Lot 19, Block 2, said "SPRING GREEN SOUTH", said most easterly corner also being a point in the southwesterly line of Lot 15 in said Block 2; thence southwesterly perpendicular to said southwesterly line to the centerline of said ALLEY; thence westerly along said centerline to a point of intersection with a line drawn northerly perpendicular to said northerly line which passes through the most westerly corner of Lot 18.in said Block 2; thence southerly along said perpendicular line to the southerly line of said ALLEY; thence westerly along said southerly line to the northwest corner of said TRACT N; thence northerly along said northerly extension of said westerly line of TRACT N to the point of beginning. G-1 cit�y of o�den � � t� � A �vt� � � �T,`�., �,,'� Housing and Redevelopment Authority 763 593 8002/763-593-8109(fax) Executive Summary For Action Golden Valley Special Housing and Redevelopment Authority Meeting September 16, 2015 Agenda Item 3. B. Approval of Partial Assignment and Assumption of Private Development Agreement and Consent (for the Three•Nine•Four Development) Prepared By Jason Zimmerman, Planning Manager Summary Upon the sale of the MnDOT parcel from the Housing and Redevelopment Authority (HRA)to Global One Golden Valley, LLC, the developer intends to assign a portion of the rights and obligations associated with this property and an adjacent property to 394 Associates, LLP. Together, the two entities will proceed with the development of the properties in accordance with the Planned Unit Development plans approved by the City in October of 2013. The HRA must review and approve the agreement which assigns these rights and outlines certain obligations. Attachments • Partial Assignment and Assumption of Private Development Agreement and Consent (8 pages) Recommended Action Motion to authorize the Chair and Director of the HRA to sign the Partial Assignment and Assumption of Private Development Agreement and Consent for the Three•Nine•Four Development. PARTIAL ASSIGNMENT AND ASSUMPTION OF PRIVATE DEVELOPMENT AGREEMENT AND CONSENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment"), dated as of September , 2015 and to be effective as of the Closing Date (as defined in the Development Agreement (as defined below], is made and entered into by and between 394 ASSOCIATES, LLP, a Colorado limited tiability partnership, with its principal office at 4500 Cherry Creek Drive South, Suite 550, Glendale, Colorado 80246 ("394"); GLOBAL ONE GOLDEN VALLEY, LLC, a Minnesota limited liability company, with its principal office at IDS Center, 80 South 8th Street, Suite 900, Minneapolis, MN ("Global One"); and 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 se�c ., with its principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"). All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. WHEREAS, the HRA and Global One entered into that certain Private Development Agreement dated April 10, 2012, and as of today's date are entering into the First Amendment to Private Development Agreement (together, the "Development AgreemenY') related to the project commonly referred to as The Three.Nine.Four; and WHEREAS, Global One is re-plating the Development Property as Lots 1, 2 and 3, Block 1, Globus Golden Valley Addition PUD No. 112, Hennepin County, Minnesota, ("Lot 1", "Lot 2" and "Lot 3"); and WHEREAS, Global One is, as of the Closing Date, conveying to 394 Lots 1 and 2, Block 1, of the Project (the "394 Parcel") and retaining Lot 3, Block 1 of the Project (the "Global One Parcel"); and WHEREAS, the Development Agreement provides for the sale by the HRA to Global One of the MNDOT parcel described on Exhibit A hereto and the purchase by Global One of the Adjacent Parcel described on Exhibit B hereto (together, the "Development Property"); and WHEREAS, Global One now wishes to assign a portion of its rights and obligations in the Development Agreement and the Development Property to 394, and 394 wishes to accept such assignment and assume a portion of the rights and obligations of Gtobal One contained in the Development Agreement; NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual terms and conditions contained herein, the parties hereby agree as follows: 1. Assiqnment and Assumption. For value received, Global One hereby assigns to 394 all of Global One's right, title and interest in and to the Agreement as it relates the Apartment Building and the 394 Site Improvement Work (as defined in Development Agreement), subject to the limitations, exclusions and provisions of this Assignment. 394 hereby assumes and agrees to perForm all of the obligations, covenants, agreements and conditions related to the Apartment Building (as defined in the Development Agreement) and the 394 Site Improvement Work (as defined in the Development Agreement) referred to in the Agreement, subject to the limitations, exclusions and provisions of this Assignment. 394 shall be the "Developer" as it relates to the 394 Parcel, and 394 shall only be responsible for completion of the Apartment Building and the 394 Site Improvement Work. Global One shall remain the "Developer" as it relates to the Global One Parcel and shall be solely responsible for completion of the Senior Building and the Global One Retained Site Improvement Work. 394 shall have no obligation to construct any building or improvements on the Global One Parcel, other than the utility improvements, entry drive, drive lanes, parking areas, sidewalks and other pavement within the scope of the 394 Site Improvement Work. 2. Insurance. 394 shall be responsible for maintaining the insurance required by Section 5.1 of the Agreement as it relates to the 394 Parcel, and all improvements to be constructed thereon or for the benefit thereof. Global One shall be responsible for maintaining the insurance required by Section 5.1 of the Agreement as it relates to the Global One Parcel, and all Improvements to be constructed thereon. The foregoing notwithstanding, the total amount of coverage may be provided by a combination of insurance provided by 394 and Global One, so long as they have deposited with the HRA a certificates of the respective insurers evidencing the amount of coverage. 3. Approval of Successor Developer and First Mortgagee. 394 is hereby approved by the HRA as successor developer, on terms and conditions as set forth in this Assignment. 4. Events of Default. Global One and 394 shall each have the right to take action to cure any default or failure to perform by the other party, as such default may be alleged by the HRA. Notwithstanding the foregoing, a default by Global One of its obligations under the Development Agreement shall not be deemed a default by 394 of its obligations under the Agreement. 5. Notices and Demands. Section 10.4 of the Agreement is hereby supplemented to provided that all notices related to the 394 Parcel, and all notices of default, shall be delivered to those Parties set forth in the Agreement, and also to: 394 Associates, LLP c/o Forum Real Estate Group, LLC 4500 Cherry Creek Drive South, Suite 550 Glendale, Colorado 80246 Attention: Darren Fisk and Tyler Elick with copies to: Edie M. Suhr Fisher & Suhr, P.C. 1512 Larimer Street, Suite 730 Denver, CO 80202 2 8. No Defaults. Global One hereby represents to the best of its knowledge (which knowledge shall be construed as, and limited to, the actual knowledge of the Mark Globus) to 394 that it has complied with all agreements, covenants and obligations required to be performed by it under the Development Agreement, and that there are no Events of Default by it, as defined in the Development Agreement, in effect, or which would be in effect but for the passage of time or giving of notice. Global One, to the best of its knowledge (which knowledge shall be construed as, and limited to, the actual knowledge of Mark Globus), also represents to 394 that it is not aware of any uncured defaults by the HRA under the Development Agreement as of the date hereof, nor is Global One aware of any facts that, but for the passage of time or the giving of notice, would constitute a default by the HRA. Global One hereby represents and warrants to the HRA that it has complied with all agreements, covenants and obligations required to be perFormed by it under the Development Agreement and that there are no Events of Default by it, as defined in the Development Agreement, in effect, or which would be in effect but for the passage of time or giving of notice. Global One also represents and warrants to the HRA that it is not aware of any uncured defaults by the HRA under the Development Agreement as of the date hereof, nor is Global One aware of any facts that, but for the passage of time or the giving of notice, would constitute a default by the H RA. 9. Consent of the HRA. The HRA hereby consents to the foregoing Assignment provided, however, that Global One shall remain jointly and severally liable with 394 for all of the obligations under the Development Agreement assigned by Global One to 394 hereby, and Global One shall remain solely liable for all of the obligations under the Development Agreement not assigned to 394 hereby. The HRA is not aware of any uncured defaults by either Global One or the HRA under the Development Agreement as of the date hereof, nor is the HRA aware of any facts that, but for the passage of time or the giving of notice, would constitute a default by either Global One or the HRA under the Development Agreement. [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS) 3 IN WITNESS WHEREOF, the HRA has caused this Amendment to be duly executed in its name and behalf and its seal to be hereunto duly affixed and Global One and 394 have caused this Amendment to be duly executed in its name and behalf, on or as of the date first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: its: And Its: STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2015, by , Chair, and , Director, of THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, on behalf of the organization. Notary Public 4 GLOBAL ONE GOLDEN VALLEY, LLC By: Mark C. Globus, Chief Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2015, by , as the of GLOBAL ONE GOLDEN VALLEY, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 5 394 ASSOCIATES, LLP By: its: STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) The foregoing instrument was acknowledged before me this day of , 2015, by , as the of 394 ASSOCIATES, LLP, a Colorado limited liability partnership, on behalf of the company. Notary Public DRAFTED BY: Best & Flanagan LLP (ADB) 225 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-4690 6 EXHIBIT A LEGAL DESCRIPTION FOR MNDOT PARCEL That part of Tract N, REGISTERED LAND SURVEY NO. 106, Hennepin County, Minnesota; which lies Northerly of Line 1, described as follows: Line 1: Commencing at the west quarter corner of Section 30, Township 29 North, Range 24 West; thence easterly on an azimuth of 91 degrees 21 minutes 02 seconds along the east and west quarter line thereof for 561.17 feet; thence on an azimuth of 01 degree 21 minutes 02 seconds for 225.54 feet to a point on the west line of said Tract N, and the point of beginning of Line 1 to be described; thence on an azimuth of 75 degrees 550 minutes 09 seconds for 133.57 feet; thence on an azimuth of 87 degrees 00 minutes 30 seconds for 533.32 feet thence deflect to the left on a tangential curve, having a radius of 509.00 feet and a delta angle of 21 degrees 30 minutes 00 seconds, for 191.00 feet; thence on an azimuth of 51 degrees 00 minutes 02 seconds for 109.32 feet, more or less, to the northeasterly line of Lot 18, Block 2, "SPRING GREEN SOUTH" and there terminating. A-1 EXHIBIT B LEGAL DESCRIPTION OF ADJACENT PARCEL That part of Tract N, REGISTERED LAND SURVEY NO. 106, Hennepin County, Minnesota; which lies Northerly of Line 1, described as follows: Lots 5 and 19, and The South 9.75 feet of Lot 9, The South 15 feet of Lot 7, The South 15 feet of Lot 6, That part of Lot 13, lying Southwesterly of a line drawn 9.75 feet Northeasterly of and parallel with the Southwesterly line of said lot. All in Block 2, "SPRING GREEN SOUTH" B-1