95-07 HRA Resolution
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Resolution 95-7
September 12, 1995
Commissioner Russell introduced the following resolution and moved its
adoption:
RESOLUTION APPROVING SALE OF CERTAIN REAL
PROPERTY IN THE GOLDEN HILLS REDEVELOPMENT AREA
TO MEPC AMERICAN PROPERTIES, INC.
WHEREAS, the Housing and Redevelopment Authority in and for the City
of Golden Valley, Minnesota (hereinafter referred to as the "HRA"), and the City
Council of the City of Golden Valley, Minnesota have approved the Golden Hills
Redevelopment Plan; and
WHEREAS, the Golden Hills Redevelopment Plan contemplates the
redevelopment of the West Area in office, office warehouse, office service and
light manufacturing; and
WHEREAS, MEPC American Properties, Inc. a Delaware Corporation
(hereinafter referred to as "developer") has made a proposal for the construction
of an 88,000 sq. ft. office/warehouse; 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 Golden Hills Redevelopment Area; and
WHEREAS, the HRA has determined the use value of the real property
contemplated by the Developer's proposal; and
WHEREAS, pursuant to Minnesota Statutes S469.029 the HRA has duly
given notice in the form attached as Exhibit A of a public hearing on the
proposed sale of the property legally described as Lot 2, Block 1, Golden Hills
West Second Addition, Hennepin County, Minnesota, according to the plat
thereof (hereinafter 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 S469.029; and,
2. The use of the Subject Property proposed by the Developer is
reasonably within the overall guidelines of the Golden Hills Redevelopment Plan;
and,
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Resolution 95-7 - Continued
September 12, 1995
3. The use value of the Subject Property is hereby established as $2.60
per sq. ft..; and,
4. In consideration of the restrictions on the sale and use of the Subject
Property imposed by Minnesota Statute 9469.029 and the restrictions imposed
by the Golden Hills Redevelopment Plan, sale of the Subject Property to the
Developer at $2.60 per sq. ft. is appropriate.
BE IT FURTHER RESOLVED that:
1. The sale of Subject Property to the Developer on the terms and
conditions set forth in the development agreement attached hereto as Exhibit B
is hereby approved; and
2. The Chair of the HRA 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
3. The Director of the HRA is hereby authorized and empowered to
perform the obligations imposed on the HRA under the private development
ag reement.
~~A,~
David A. Thompson, Chair
ATTEST:
Motion for the ad t on of the foregoing resolution was seconded by
Commissioner Mic ; and upon a vote taken thereon, the following voted in favor
thereof: Johnson, Micks, Russell, Thompson and Tremere; and the following
voted against the same: none, whereupon said resolution was declared duly
passed and adopted, signed by the Chair and his signature attested by the
Director.
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Resolution 95-7 - Continued
EXHIBIT A
September 12, 1995
NOTICE OF PUBLIC HEARING
(APPROVAL OF SALE OF CERTAIN REAL PROPERTY TO
MEPC AMERICAN PROPERTIES INC. 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 Tuesday, September 12,
1995, at 7:00 PM and will then and there consider the sale and terms of sale of
the following described tract located south of Laurel Avenue and west of the CP
Rail tracks, Golden Valley, Minnesota, to MEPC American Properties, Inc. for
redevelopment pursuant to Minnesota Statutes Section 469.029. The legal
description is as follows:
Lot 2, Block 1, Golden Hills Second Addition, Hennepin County, Minnesota,
according to the recorded plat thereof.
The proposal is to construct an 88,000 sq. ft. office warehouse facility on this
site. All interested parties may appear in person or by counsel and be heard.
BY THE HOUSING AND REDEVELOPMENT AUTHORITY
Is/ William S. Joynes, HRA Director
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6t2lb/AlAL ((,E.C6\H)E.\) lollllcts.
Resolution 95-7 - Continued 1)~JiUiI:r<8./..~,==,-ClIo <s, September 12, 1995
SECOND MEPC PRIVATE DEVELOPMENT AGREEMENT
THIS AGREEMENT, effective as of :5t::PTfmf)F~ l2., 1995, 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 ~ seq., with its principal offices at 7800
Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"),
and MEPC AMERICAN PROPERTIES, INC., a Delaware corporation with
its Minnesota office located at 1550 Utica Avenue South, Suite
120, Minneapolis, Minnesota 55416 ("Developer").
WHEREAS, the HRA and the City of Golden Valley (the "City")
adopted the Golden Hills Redevelopment Plan (the "Plan") in
October of 1984, and have since made certain amendments thereto,
for the purpose of redeveloping approximately 50 acres located in
the City of Golden Valley (the "Redevelopment Area"); and
WHEREAS, the Redevelopment Area has been designated as a tax
increment district pursuant to applicable Minnesota statutes; and
WHEREAS, the Plan is intended to encourage private
development of the Redevelopment Area through various forms of
government aid and financial assistance; and
WHEREAS, Developer has submitted to the HRA a proposal for
the development of an office/warehouse project with approximately
88,000 square feet, plus a drainage system and drainage pond (the
"Project") on a site in the Redevelopment Area legally described
in attached Exhibit A (the "Development property"); and
WHEREAS, following its completion of the project, Developer
intends to lease the office/warehouse facility to CyberOptics
Corporation, a manufacturer of optical lasers and related
equipment; and
WHEREAS, the HRA, after public hearing, has approved the
Project as being consistent with the provisions of the Plan; and
. WHEREAS, Minnesota'-Statutes, Section 469.029, requires the
adoption of a development agreement between the parties setting
forth the mutual rights and obligations of the parties in
accordance with the provisions of the Plan;
NOW, THEREFORE, in consideration of the foregoing, and in
consideration of the mutual terms and conditions contained
herein, the parties hereby agree as follows:
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
TABLE OF CONTENTS
Article I - Definitions
1.1.
Definitions
Article II - Reoresentations and Warranties
2.1. .
2.2.
Representations and Warranties by the HRA
Representations and Warranties by Developer
Article III - Title and Other Matters
3.1.
3.2.
3.3
3.4.
3.5.
3.6.
3.7.
3.8.
3.9.
3.10.
Marketable Title
Survey and Replatting
Environmental Matters
Real Estate Taxes and Special Assessments
Deed
Easement and Option Agreement
Recording
Use
Condemnation
Future Development
. Article IV - Construction of Imorovements
4.1.
4.2.
4.3.
4.4.
4.5.
Construction of Improvements
Commencement and Completion of Construction
Certificate of Completion
Deposit and Reimbursement of HRA Expenses
by Developer
Escrow Agreement
Article V - Assessment Aqreement and Payment of Taxes
5.1.
5.2.
Execution of Assessment Agreement
PaYment of Taxes, Assessments, Etc.
Article VI - Insurance
6.1.
Insurance
Article VII - Undertakinqs of the BRA
7.1.
7.2.
7.3.
Sale of Development Property
Limitations on Financial Undertakings
of the BRA
HRA to Maintain Existence
. Article VIII - Mortqaqe Financinq
8.1.
8.2.
8.3.
Approval of Mortgage
Notice of Default; Copy to Mortgagee
Mortgagee's Option to Cure Defaults
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Resolution 95-7 - Continued
8.4.
8.5.
EXHIBIT B
September 12, 1995
HRA's Option to Cure Default on Mortgage
Subordinate Liens
Article IX - Restrictions on Transfer: Indemnification
9.1.
9.2.
Restrictions on Transfer
Indemnification
Article X - Events of Default
10.1.
10.2.
10.3.
10.4.
Events of Default Defined
Remedies on Default
No Remedy Exclusive
No Additional Waiver Implied by One Waiver
Article XI - Additional Provisions
11.1.
11.2.
11.3.
11.4.
11.5.
11.6.
11.7.
11.8.
11.9.
11.10.
11.11-
11.12.
Equal EmploYment Opportunity
Not for Speculation
Titles of Articles and Sections
Notices and Demands
Counterparts
Modification
Interpretation and Amendment
Severability
Duration
Binding Effect
Consents
Certificates
Article XII - Termination of Aqreement
12.1.
12.2.
Developer's Options to Terminate
Effect of Termination
Exhibits:
A Legal Description
B Assessment Agreement
B-1 Legal Description
B-2 Assessor's Certification
C Certificate of Completion
D Preliminary Plans
E Demolition Specifications
F Limited Warranty Deed
G Easement and Option Agreement
H Escrow Agreement
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
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ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a
different meaning clearly appears from the context:
"Aqreement" means this Private Development Agreement by and
between The Housing and Redevelopment Authority in and for the
City of Golden Valley, Minnesota, and MEPC American Properties,
Inc., a Delaware corporation, as the same may be from time to
time modified, amended or supplemented.
"Assessment Aqreement" means the assessment agreement to.be
executed by the HRA and Developer, and certified by the Assessor
for Hennepin County, pursuant to the provisions and requirements
of Minnesota Statutes, Section 469.177, Subdivision 8,
establishing the Assessor's Minimum Market Value for the Improved
Parcel, a copy of which is attached hereto as Exhibit B.
"Assessor's Minimum Market Value" means the agreed minimum
market value for calculation of real estate taxes certified by
the Assessor for Hennepin County for the Improved Parcel pursuant
to the Assessment Agreement.
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"Certificate of Completion" means the certification, in the
form of the certificate contained in Exhibit C attached to and
made a part of this Agreement, provided to Developer pursuant to
Section 4.3 of this Agreement upon satisfactory completion of the
Improvements.
"city" means the City of Golden Valley, Minnesota.
"Closinq Date" means the date upon which the HRA, and the
HRA. conveys the Development Property to Developer, which shall be
on or after the date the Parties have obtained all necessary
environmental assurances and consents and approvals required for
construction of the Improvements, and which the Parties expect to
be on or about September 14, 1995.
"County" means the County of Hennepin, Minnesota.
"Developer" means MEPC American Properties, Inc., a Delaware
corporation, and its successors and assigns under this Agreement.
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"Development Plans" means the plans, specifications,
drawings, and related documents on all construction work to be
performed by Developer on the Development Property, including all
on-site improvements to be performed, installed or constructed
upon the Development Property pursuant to this Agreement. Such
plans include, for each building or other structure to be
constructed on the Development Property, at least the following:
(i) site plan; (ii) floor plan for each floor; (iii) elevations
(all sides) and exterior materials; and (iv) landscape plan.
Such plans also include the drainage system and drainage pond to
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
be constructed on the'Development Property by Developer, with
sufficient capacity to accommodate the storm water drainage from
the Development Property and the remainder of the Plan's west
area. The Development Plans are attached as Exhibit D and are
hereby approved. No changes, except those deemed minor by the
HRA Director, shall be made to the Development Plans without
prior written approval by the HRA.
"Develooment Prooertv" means the real property described in
Exhibit A of this Agreement.
"Event of Default" means an action by Developer listed in
Section 10.1 of this Agreement.
"First Mortqaqe" means any first priority mortgage which is
secured, in whole or in part, by Developer's interest in the
Development Property, or any portion or parcel thereof, or any
Improvements constructed thereon, and which is a permitted
encumbrance pursuant to the provisions of Article VIII of this
Agreement.
"Hazardous Substances", as used in this Agreement, means
pollutants, contaminants, toxic or hazardous waste or any other
substances, the removal of which is required or the use of which
is restricted, prohibited or penalized by "Environmental Law",
which term means any federal, state or local law or ordinance
relating to pollution or the protection of the environment and
includes without limitation asbestos, petroleum products and
underground storage tanks.
"Holder" means the owner of the First Mortgage.
"HRA" means The Housing and Redevelopment Authority in and
for the City of Golden Valley.
"Imoroved Parcel" means the Development Property and the
completed Improvements, other than the portion of the Development
property subject to the Easement and Option Agreement attached as
Exhibit G and the Improvements thereon.
"Imorovements" ,means an office/warehouse facility,
containing a minimum of '-88,000 square feet, plus all other
improvements, including fixtures and equipment, and including a
drainage system and drainage pond with sufficient capacity to
accommodate the storm water drainage from the Development
Property and the remainder of the Plan's west area, to be
constructed by Developer upon the Development Property pursuant
to this Agreement, as such improvements are defined in the
Development Plans.
"Net Proceeds" means any proceeds paid by an insurer to
Developer, the Holder of the First Mortgage, or the HRA under a
policy or policies of insurance to be provided and maintained by
Developer pursuant to Article VI of this Agreement and remaining
after deducting all expenses (including reasonable fees and
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
disbursements of coun~el) incurred in the collection of such
proceeds.
"Parties" means the HRA and Developer.
"Party" means either the HRA or Developer.
"Plan" means the Golden Hills Redevelopment Plan, adopted by
the City and the HRA in October of 1984, and as amended through
the date hereof.
"Pro;ect" means the construction and operation of the
Improvements by Developer on the Development Property pursuant to
the terms of this Agreement.
"Purchase Price" means the sum of $2.60 per square foot of
the Development Property, except that portion subject to the
Easement and Option Agreement.
"Redevelooment Area" means the approximately 100 acres
located in Golden Valley, Minnesota that are subject to the Plan.
"Staten means the State of Minnesota.
"Tax Increment District" means the Redevelopment Area.
"Tax Increment Financinq Act" means the statutes located at
Minnesota Statutes, Sections 469.174 through 469.179, inclusive,
as amended.
"Tax Increment Financinq Plan" means the Tax Increment
Financing Plan for City of Golden Valley.
"Tax Official" means any City or County Assessor; County
Auditor; County or State Board of Equalization; the Commissioner
of Revenue of the State; or any State or Federal District Court,
the Tax Court of the State or the State Supreme Court.
"Unavoidable Delavs" means actual delays due to events
directly affecting the Project which are beyond the control of
the Parties, including but not limited to actions of governmental
authorities other than the City or the HRA, labor disputes,
unusually severe or prolonged bad weather, acts of God, civil
disturbances, accidents, fire or other casualty, shortage of
labor or materials, injunctions, or other court or administrative
orders.
ARTICLE II
Reoresentations and Warranties
Section 2.1. Reoresentations and warranties bv the HRA. The
HRA represents and warrants that:
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
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(a) The H~ has the power to enter into this Agreement
and carry out its obligations hereunder.
(b) The Redevelopment Area constitutes a Redevelopment
Project pursuant to Minnesota Statutes, Section 469.002, and
a Tax Increment District pursuant to Minnesota Statutes,
Section 469.042, and is an "existing project" pursuant to
Minnesota Statutes, Section 469.179.
(c) The HRA has examined this Agreement, and has
determined that its terms and provisions are in accordance
with the objectives embodied in the Plan, and are in the
best interests of the City and its residents.
(d) The Project, as defined and described in this
Agreement, is in conformance with the Plan.
(e) The HRA is the fee owner of the Development
Property.
(f) All improvements previously on the Development
Property, other than the buildings and adjacent asphalt
parking lot previously owned and occupied by Midland
Welding, have been demolished in accordance with the
specifications attached as Exhibit E.
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(g) There are no legal proceedings pending, or known
to be threatened or contemplated, to which the HRA is a
party, or to which any property of the HRA is subject,
which, if determined adversely, would individually or in the
aggregate have a material adverse effect on the HRA's
financial position, or prevent or impair the HRA's ability
to perform any covenants or obligations under this
Agreement.
(h) Developer shall have the permanent right to cross
the railroad spur on the northerly side of the Development
Property from Laurel Avenue at three locations.
The above representations and warranties are true and complete as
o~ the date hereof, shall be true and complete as of the Closing
Date, and shall survive".the Closing Date.
Section 2.2. Reoresentations and Warranties bv Develooer.
Developer represents and warrants that:
(a) Developer is a corporation duly organized under
Delaware law and in good standing under the laws of the
State.
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(b) Developer is not in violation of any prov~s~ons in
its Articles of Incorporation or Bylaws, has power to enter
into this Agreement and to perform its obligations hereunder
and has duly authorized the execution, delivery and
performance of this Agreement by proper action, such that
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
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this Agreement i5 and shall remain binding and enforceable
against Developer according to its terms, subject to laws
affecting the rights of creditors generally or principles of
equity.
(c) Developer shall construct, operate and maintain
the Improvements upon the Development Property in accordance
with the terms of this Agreement, the Plan and all local,
state and federal laws and regulations.
(d) Neither the execution and delivery of this
Agreement, the consummation of the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms
and conditions of this Agreement is prevented or limited by,
or in conflict with or will result in a breach of, the
terms, conditions or provisions of Developer's Articles of
Incorporation or Bylaws, as amended, or any indenture,
mortgage, agreement or instrument of whatever nature to
which Developer is now a party or by which it is bound, or
will constitute a default under any of the foregoing.
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(e) There are no legal proceedings pending, or known
to be threatened or contemplated, to which Developer is a
party, or to which any property of Developer is subject,
which, if determined adversely, would individually or in the
aggregate have a material adverse effect on Developer's
financial position, or prevent or impair Developer's ability
to perform any covenants or obligations under this
Agreement.
(f) Developer has previously delivered to the HRA
copies of its most recent financial statements, prepared in
accordance with generally accepted accounting principles;
since the date of such statements, there have been no
changes in Developer's financial condition which would have
a material adverse effect on Developer, or which would
prevent or impair Developer's ability to perform any
covenants or obligations under this Agreement.
(g) Developer will act in good faith and use its best
efforts to obtain all consents and approvals required for
construction of the. Improvements, and Developer will' comply
with all reasonable requirements imposed as conditions for
such consents and approvals even if such requirements
involve changes to the Development Plans (so long as such
changes are not substantial).
The above representations and warranties are true and complete as
of the date hereof, shall be true and complete as of the Closing
Date, and shall survive the Closing Date.
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
ARTICLE III
Title and Other Matters
Section 3.1. Marketable Title. Subject to Section 7.2(e},
the HRA agrees to furnish to Developer, as soon as practicable
after Developer's execution of this Agreement, a commitment for
the issuance of an owner's ALTA policy of title insurance with
respect to the Development Property issued by an acceptable title
insurance company showing marketable title in the HRA subject
only to the following:
(a) Building, zoning and similar laws and ordinances.
(b) Mineral rights reserved to the State of Minnesota.
(c) Easements of record which will not interfere with
Developer's proposed development and use of the property.
(d) The lien of current real estate taxes, if any.
(e) Other restrictions, if any, expressly agreed to by
Developer, including those restrictions and reversionary
rights contained in this Agreement.
The commitment shall include searches for bankruptcies;
state and federal judgments; tax and other liens; and for all
special assessments, levied, pending (approved by the City
Council), or deferred. The commitment shall include full
mechanic's lien coverage, shall delete any exceptions for the
rights of parties in possession and survey matters, and shall
include copies of all documents referred to therein. The cost
and expense of the title commitment and the title policy, based
upqn t~e Purchase Price only, shall be paid by the HRA. Any
other title costs or policies shall be paid by Developer.
Developer shall be allowed 15 days after receipt of such
commitment to make objections thereto, such objections to be made
in writing or deemed waived. The HRA shall be permitted 120 days
from and after the date of such objections to cure the same and
the HRA hereby undertakes to cure such defects. If such title
objections cannot be cured within 60 days, or such longer period
as is agreed to by Developer, and Developer does not waive such
objections, then Developer shall have the right to terminate this
Agreement by giving written notice thereof to the HRA. The
Closing Date shall be extended to the extent necessary during the
60-day period.
The HRA has commenced a proceeding to register title for the
Development Property in the Hennepin County District Court and
shall use reasonable efforts to complete the proceeding as soon
as practicable.
Section 3.2. Survey and Reolattinq. Promptly after the
execution of this Agreement, the HRA shall deliver to Developer a
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
survey from a registered land surveyor showing the Development
Property to the nearest hundredth of a square foot, and also
showing all easements of record or in use, all roads and
encroachments, and any gaps or overlaps. The HRA shall undertake
no replatting of the Development Property prior to its exercise
of the Easement and Option Agreement described in Section 3.6, at
which time the Development Property shall be subdivided and
replatted at the HRA's expense. Developer agrees to cooperate
with such replatting and to sign any new plat if necessary.
Section 3.3. Environmental Matters. The HRA has previously
delivered to Developer copies of the following reports (the
"Environmental Reports") :
"Supplemental Data to Phase II Investigation Report Former
Bury & Carlson Asphalt Plant Site, 6008 Wayzata Blvd.,
Golden Valley" June 12, 1995, Dahl & Associates, Inc.
"Phase II Investigation Report Former Bury & Carlson Aspha~t
Plant" January 24, 1995, Dahl & Associates, Inc. Dahl &
Associates, Inc.
"Subsurface Investigation Report Former Bury & Carlson
Asphalt Plant (MPCA Site ID # LEAK 00003598)" April 29,
1992, Braun Intertec Environmental, Inc.
"1991 Annual Report for Continued Groundwater Monitoring
Former Bury & Carlson Asphalt Plant" April 29, 1992, Braun
Intertec Environmental, Inc.
itA Report to City of Golden Valley 1990 Annual Report Former
Bury & Carlson Asphalt Plant" May 23, 1991, Braun Intertec
Environmental, Inc.
"Underground Storage Tank Excavation Former Bury & Carlson
Asphalt Plant" August 30, 1990, Braun Intertec
Environmental, Inc.
"EG-292 Site Study and Closure Plan Bury & Carlson Asphalt
Plant Property Golden Valley, Minnesota" September 20, 1989,
Braun Environmental Laboratories, Inc.
"EG-168 Environmental Evaluation Bury Carlson Site Golden
Valley Minnesota" June 28, 1989, Braun Environmental
Laboratories, Inc.
"Contaminated Soil Excavations Bury & Carlson Asphalt Plant"
December 1, 1987, Braun Environmental Laboratories, Inc.
The Environmental Reports describe in detail the presence of
certain Hazardous Substances on and under the Development
Property (the "Existing Contamination"), which the HRA and
Developer have also disclosed to the Minnesota Pollution Control
Agency ("MPCA") pursuant to the Voluntary Investigation and
Cleanup Program ("VIC Program"). Developer and the HRA have
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
received from the MP~ a No-Association Determination, a No-
Action Determination, and an Off-Site Source Determination
contained in two letters dated July 27, 1995, one addressed to
Developer and one addressed to the HRA ("MPCA Response"). The
HRA covenants and agrees that prior to the Closing Date it shall
comply, and Developer covenants and agrees that subsequent to the
Closing Date it shall comply, with all terms of the MPCA Response
and any other plans, orders, regulations or judgments concerning
the Existing Contamination issued by the MPCA or any other
regulatory agency. The HRA has also submitted an Excavation Soil
Screening Contingency Plan, dated July 7, 1995, to the MPCA (the
"Contingency Planll). To the extent required by the MPCA Response
and the Contingency Plan, the HRA agrees to perform, at its
expense, soil screening during excavation by Developer on the
Development Property. Developer agrees to permit such soil
screening and also agrees to stockpile on the Development
Property any contaminated soil discovered pursuant to such soil
screening to the extent such stockpiling does not conflict with
construction of the Improvements. The HRA agrees to treat or. .
dispose of any such contaminated soil promptly and at its expense
and in compliance with all applicable laws and regulations;
provided, however, that to the extent permitted by applicable law
and regulation, and to the extent it is consistent with the
Development Plans, Developer shall cooperate with the HRA in
retaining any contaminated soil on the Development Property
and/or using it in construction of the Improvements. The HRA also
agrees to cap all existing monitoring wells on the Development
Property at its expense and in accordance with the MPCA Response.
Notwithstanding the information contained in the
Environmental Reports and the MPCA Response, the HRA makes no
representation or warranty, express or implied, concerning the
presence on, in or under the Development Property of any
Hazardous Substances, and, except as provided in the prior
paragraph with respect to treatment or disposal of contaminated
soil discovered during soil screening and capping of the
monitoring wells, and except as provided in the following
paragraph with respect to construction of the drainage system and
pond, the HRA disclaims any and all liability and responsibility
to Developer in connection therewith. Such disclaimer shall not
be construed to release or relieve the HRA from liability or
responsibility to any parties, private or public, other than
Developer, in connection therewith.
If any Hazardous Substances (unless released by Developer or
its agents) are discovered at any time during Developer's
ownership or construction of the drainage system and pond in,
under and about that portion of the Development Property subject
to the Easement and Option Agreement, Developer shall immediately
notify the HRA of the discovery. The HRA shall promptly devise a
plan for dealing with the Hazardous Substances which mayor may
not include prompt remediation thereof. Developer shall not take
any action to re~ediate, treat or dispose of such Hazardous
Substances, or incur any other cost or expense in connection
therewith, without the HRA's prior approval, unless Developer
elects to take such action or assume such cost or expense at its
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
own expense and without any liability to the HRA. If the
discovery of any Hazardous Substances delays construction of the
drainage system and drainage pond, the HRA and Developer shall
cooperate to create temporary ponding so as not to delay
completion or use of the building Improvements. Subject to the
foregoing, the HRA shall indemnify and hold Developer harmless
from and against any loss, cost, damage or expense resulting from
claims, demands or actions by governmental authorities, private
persons, or property owners with respect to Hazardous Substances
in, under or about that portion of the Development Property
subject to the Easement and Option Agreement, except to the
extent such Hazardous Substances are released by Developer or its
agents or to the extent of any other wrongful act or omission of
Developer or its agents.
Section 3.4. Real Estate Taxes and Soecial Assessments.
The HRA represents that no property taxes are due and payable on
the Development Property in the year of closing. The HRA shall
pay in full all special assessments against the Development
Property which are levied or pending (approved by the City
Council) as of the Closing Date. Developer shall pay all real
estate taxes, and installments of special assessments payable
therewith, which become payable after December 31, 1995. The HRA
also agrees that Developer shall not be assessed for the cost of
contructing the drainage system, drainage pond and any new road
and railroad crossing providing access to the Development
Property from the south.
Section 3.5. Deed. Upon tender to the HRA on the Closing
Date of the Purchase Price for the Development Property from
Developer, the HRA shall deliver to Developer a limited warranty
deed for the Development Property in the form attached as Exhibit
F (the "Deed"). The Deed shall be subject to the restrictions,
reservations and encumbrances of record, if any, a drainage
utility and access easement over the easterly 30 feet of the
Development Property, all building and zoning laws and ordinances
and all other local, state, and federal laws and regulations, the
terms and conditions of this Agreement, and such other
encumbrances as the HRA and Developer shall mutually agree. The
Deed shall contain a forfeiture clause providing for revesting of
title of the Development Property in the HRA, subject to the
rights of the Holder of ' a First Mortgage, upon the occurrence of
an Event of Default (as defined in Section 10.1 hereof) and
expiration of any period to cure such Event of Default provided
in Section 10.2 hereof prior to issuance of the Certificate of
Completion. The Purchase Price shall be due and payable in full
at closing in cash, or by cashier's or certified check. Delivery
of the Deed shall not cause termination of any provisions of this
Agreement or the Assessment Agreement, except where expressly
provided in such agreements. Except as provided in Section 3.1
and Section 3.2, all costs of the conveyance of the Development
Property to Developer, including any and all fees and charges
relating to such conveyance, and filing or recording fees and any
and all other taxes and charges payable in connection with such
conveyance, if any, shall be wholly borne by Developer, except
12
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.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
for the state deed tax which shall be paid by the HRA on the
Closing Date, and except that the HRA shall pay its own
attorneys' fees. The HRA shall voluntarily take no actions to
encumber title, or fail to take any action necessary to prevent
encumbrance of title, between the date hereof and date of
delivery of the Deed to Developer by the HRA pursuant to this
Section.
The HRA shall release the access easement over the easterly
30 feet of the Development Property when the roadway described in
Section 7.1(b) is completed.
section 3.6. Easement and option Aqreement. The Parties
shall also execute on the Closing Date the Easement and option'
Agreement attached as Exhibit G, whereby Developer shall grant to
the HRA an easement over that portion of the Development Property
described in the legal description attached to the Easement and
Option Agreement for the purpose of constructing and maintaining
a roadway and maintaining the drainage system and drainage pond
to be constructed by Developer on the Development Property. The
Easement and Option Agreement shall also entitle the HRA to
purchase the property subject to the agreement for $1.00 on or
before September 1, 1998, and shall require the HRA to purchase
such property on such date, if the HRA has not previously
exercised the option and purchased the property. Developer shall
retain a permanent easement for an underground drainage pipe, the
location of which shall be described in the Easement and option
Agreement, plus a nonexclusive easement to use the drainage pond
for stormwater runoff. Developer agrees that the HRA may assign
the Easement and option Agreement to the City at any time subject
to all of the terms and conditions thereof.
section 3.7. Recordinq. Developer shall cause the title
insurance company to promptly file the Agreement, the Deed, the
Assessment Agreement and the Easement and option Agreement in the
office of the Hennepin County Recorder. Developer shall pay all
costs of recording, except for the State deed tax which shall be
paid by the HRA on the Closing Date.
section 3.8. Use. From the Closing Date through
December 31, 2008, Developer shall devote the Improved Parcel
Property only to use as an office/warehouse facility, as
specified in this Agreement, and there shall be no unlawful
discrimination in the use of the Development Property on account
of race, color, religion, sex, age, national origin, or political
affiliation. If the Plan is subsequently amended in a material
respect, such amendment shall not bind Developer or the
Development Property without Developer's consent, which consent
shall not be unreasonably withheld or delayed. To the extent
that there are any conflicts between this Agreement and the Plan,
the provisions of this Agreement shall govern, and the approval
by the HRA of this Agreement shall constitute an amendment of the
Plan.
13
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Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
Section 3.9. Condemnation. In the event that title to and
possession of the building Improvements or any material part
thereof shall be taken in condemnation or by the exercise of the
power of eminent domain by any governmental body or other person
(except the HRA) after the Closing Date but prior to December 31,
2008, Developer shall, with reasonable promptness after such
taking, notify the HRA as to the nature and extent of such
taking. Upon receipt of any condemnation award, subject to the
rights of the Holder of a First Mortgage, Developer shall use the
entire condemnation award first to pay the reasonable costs and
expenses of such taking, including but not limited to reasonable
attorneys' fees and appraisers' fees, and second to reconstruct
the building Improvements to the extent practicable (or, in the
event only a part of the building Improvements have been taken,
then to reconstruct such part) upon the Development Property.
Section 3.10. Future Development. If Developer provides to
the HRA, on or before December 31, 1996, a written notice of its
intent to construct at least 80,000 square feet of additional .
office or office/warehouse improvements on the parcel immediately
to the west of the Development Property (the "Parcel"), and if
such notice includes preliminary plans for such improvements that
conform with all applicable City requirements, the HRA shall
reasonably and in good faith determine, and notify Developer
within 30 days of its receipt of the notice from Developer, the
following: (a) whether the planned improvements are compatible
with the Plan and the Improvements and in the best interests of
the City, and (b) the market value of the Parcel based on a then-
current appraisal by an independent, qualified appraiser. If the
HRA reasonably and in good faith determines that the planned
improvements are compatible with the Plan and the Improvements
and in the best interests of the City, the HRA shall act in good
faith and use reasonable efforts to negotiate a private
development agreement with Developer for the construction of such
additional improvements and, to the extent necessary, to acquire
the Parcel by purchase or condemnation. If the private
development agreement is executed by both parties and becomes
effective within 120 days of the date of Deyeloper's written
notice described above, and if it provides for a closing date
within 180 days of the date of the private development agreement,
then the HRA shall sell the Parcel to Developer for the market
value determined by the'ERA pursuant to clause (b) above. The
HRA may discontinue its efforts at any time prior to execution of
the private development agreement if it determines, reasonably
and in good faith, that (x) the project is not in the best
interests of the City, (y) the HRA's total property acquisition
costs, excluding relocation costs, attorney's fees and expenses,
and other administrative fees and expenses, for the Parcel and
the adjacent parcel with property tax identification number 04-
117-21-23-0041, plus all leaseholds associated with the Parcel
and the adjacent parcel, will exceed $2,085,000, or (z) the
project is otherwise not feasible. The private development
agreement shall provide that the closing date shall be delayed
until the HRA completes its acquisition of all of the property.
This Section is contingent on the continuation by the City and
14
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.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
the State of the avai[ability in its current form of tax
increment financing for the HRA's costs related to acquisition
and development of the Parcel. Notwithstanding any provision in
this Agreement to the contrary, Developer's rights under this
Section may not be assigned by Developer without the HRA's prior
written consent, which consent may be granted or withheld by the
HRA in its sole and absolute discretion.
ARTICLE IV
Construction of Imorovements
Section 4.1. Construction of Imorovements. Developer
agrees that it will construct the Improvements on the Development
Property in substantial conformance with the approved Development
Plans for the Improvements and in conformance with all applicable
legal requirements. Developer agrees that the scope and scale of
the Improvements to be constructed shall not be significantly
less than the scope and scale of the Improvements as detailed. and
outlined in the Development Plans.
In connection with its construction of the Improvements,
Developer shall demolish the buildings and adjacent asphalt
parking lot on the Development Property that was previously owned
and occupied by Midland Welding in accordance with the
specifications attached as Exhibit E. Developer shall also
remove the existing drainage pipe on the easterly portion of the
Development Property, unless Developer's engineer, with the
consent of the City Engineer, determines that the existing
drainage pipe may be abandoned. Promptly after completion of
such demolition and removal, the HRA shall reimburse Developer
for its actual out-of-pocket costs therefor, subject to a maximum
of $39,000, upon Developer's delivery to the HRA of a certified
cost statement from Developer's contractor plus all necessary
liem waivers.
Section 4.2. Commencement and Comoletion of Construction.
Developer shall commence construction of the Improvements within
30 days after the Closing Date, and shall diligently prosecute
construction to completion. Developer shall complete
construction of 100 percent of the Improvements, as a percentage
of market value, by Sept.ember 30, 1996. The times provided
herein for commencement and completion of construction shall also
be extended to the extent of any Unavoidable Delays. All work
with respect to the Improvements to be constructed or provided by
Developer on the Development Property shall be in substantial
conformity with the Development Plans as submitted by Develop~r
and approved by the HRA, and in compliance with all applicable
laws and regulations.
Upon issuance of the Certificate of Completion, the HRA
shall reimburse Developer for out-of-pocket costs and expenses
actually incurred by Developer after the Closing Date for berm
construction and landscaping, and for soil correction on the
Development Property reasonably required to permit construction
lS
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
of the Improvements, and approved in advance by the BRA. All
such expenses shall be documented by invoices or other billing
statements and are limited to a maximum of $100,000 for soil
correction and $40,000 for berm construction and extraordinary
landscaping in accordance with the Development Plans.
Promptly after completion (as determined by the City
Engineer ~fter his or her inspection) of the drainage system and
drainage pond in accordance with the Development Plans, the terms
of this Agreement and plans certified to the City Engineer by
Hansen, Thorpe, Pellinen, et al., dated July 28, 1995, revised as
of September 6, 1995, the HRA shall reimburse Developer for its
actual out-of-pocket costs for labor and materials incurred in
construction, subject to a maximum of $316,050, upon Developer's
delivery to the HRA of a certified cost statement from
Developer's contractor plus all necessary lien waivers. The
drainage pond shall not include a fountain.
Subsequent to execution of this Agreement, and until
certification of the Improvements pursuant to section 4.3,
Developer shall make reports to the HRA, in such detail and at
such times as may reasonably be requested by the HRA, as to the
actual progress of Developer with respect to construction of the
Improvements. Developer also agrees that designated
representatives of the BRA may enter upon the Development
Property during the construction of the Improvements to inspect
such construction.
.
The Holder of a First Mortgage shall not have any obligation
to construct or complete construction of the Improvements while
in possession of the Development Property pursuant to
foreclosure, or conveyance by Developer to the Holder of the
First Mortgage in lieu of foreclosure, except as provided in
section 8.3.
4.3. certificate of Completion.
(a) Promptly after completion of the Improvements in
accordance with the provisions of this Agreement, the BRA
will furnish Developer with a certificate of completion, in
substantially the form set forth in Exhibit C attached
hereto. Such 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 Improvements.
.
(b) If the HRA shall refuse or fail to provide a
Certificate of Completion in accordance with the provisions
of this Section, the HRA shall, within ten (10) days after
written request by Developer, provide Developer with a
written statement, indicating in adequate detail in what
respects Developer has failed to complete the Improvements
in accordance with the provisions of this Agreement, or is
16
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
otherwise in default under the terms of this Agreement, and
what measures or acts will be necessary, in the opinion of
the HRA, for Developer to take or perform in order to obtain
such Certificate of Completion.
.
Section 4.4. Deoosit and Reimbursement of HRA Exoenses.
Developer has previously deposited $10,000 with the HRA for the
reimbursement of certain out-of-pocket expenses incurred by the
HRA in connection with the Project (the "Deposit"). The HRA
shall treat the Deposit as a separate account on its books, but
the HRAmay commingle the Deposit with its other funds for
purposes of investment and ~einvestment. All interest earned on
the Deposit shall accrue to the HRA. In the event the closing of
the sale of the Development Property by the HRA to Developer
pursuant to this Agreement does not occur by October 10, 1995,
for any reason other than a default by the HRA as provided in
Section 12.1(a), it being agreed that failure of the Closing to
occur for one of the reasons specified in Section 7.2 shall not
constitute a default by the HRA, Developer shall reimburse the
HRA for the total amount of out-of-pocket expenses relating to
this Agreement paid or incurred by the HRA between June 1, 1995
and October 10, 1995 or, if earlier, the date of termination of
this Agreement, subject to a maximum of $10,000. When any amount
becomes due and payable hereunder, the HRA shall deduct such
amount from the Deposit and provide Developer with a reasonably
detailed itemization therefor. After the paYment of all such
amounts, the HRA shall refund to Developer the balance of the
Deposit, if any. If the closing occurs prior to December 31,
1995, the Deposit shall be applied as a credit against the
Purchase Price. The HRA's rights under this Section 4.4 shall
not limit any other remedy to which it is entitled under this
Agreement or at law or equity due to an Event of Default by
Developer, except to the extent that the HRA's damages are
reduced by any amounts received under this Section 4.4. The
prior Reimbursem(mt Agreement between the Parties is hereby
terminated.
Section 4.5. Escrow Aqreement. On the Closing Date,
Developer shall deliver to the HRA an Escrow Agreement
substantially in the form attached as Exhibit H, executed by
Developer and First Bank St. Paul (the "Bank"), and funded by
Developer in the amount ".of $350,000, which shall secure
Developer's obligations under this Agreement. The HRA shall
promptly execute the Escrow Agreement and deliver executed copies
to Developer and the Bank. The HRA's rights with respect to the
Escrow Agreement shall not limit any other remedy to which it is
entitled under this Agreement or at law or equity due to an Event
of Default by Developer, except to the extent that the HRA's
damages are reduced by its recovery under the Escrow Agreement.
.
17
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
ARTICLE V
Assessment Aqreement and Payment of Taxes
Section 5.1. Execution of Assessment Aqreement. Developer
agrees, upon the Closing Date, to execute and deliver the
Assessment Agreement to the BRA pursuant to the provisions of
Minnesota Statutes, Section 469.177, Subdivision 8, specifying
the Assessor's Minimum Market Value which shall be assessed upon
the Improved Parcel for calculation of real estate taxes pursuant
to Minnesota Statutes, Section 272.01, or any successor statute.
The Assessment Agreement shall be in the form of Exhibit B.
Specifically, Developer shall agree that the land and all .
improvements thereto comprising the Improved Parcel with respect
to which any real estate taxes, or taxes in lieu thereof which
are levied or assessed and payable by Developer, shall be
assessed to be of a market value of no less than $2,700,000 on
January 2, 1997, and January 2 of every year thereafter until
December 31, 2008 (for taxes payable in 1998 and subsequent
years), increased in 1997 and subsequent years by the amount of
$30.00 for each square foot of building Improvements in excess of
90,000 square feet, and decreased in 1997 and subsequent years by
the fair market value of any portion of the building Improvements
taken in condemnation or by the power of eminent domain for which
reconstruction i~ impracticable as provided in Section 3.8, and
by Developer's cost for any portion of the unimproved Improved
Parcel taken in condemnation or by the power of eminent domain.
.
Section 5.2. Payment of Taxes, Assessments, Etc.
Following the Closing Date, Developer agrees to payor cause
to be paid, on or prior to their due dates, all real estate
taxes, assessments, water, sewer and other charges, which become
due and payable on or before December 31, 2008 with respect to
the Development Property or any part thereof.
Developer may, at its expense, in its own name and in good
faith, contest any such taxes, assessments and other charges;
provided, however, that the rights of Developer to seek
administrative or judicial review of the application of, or any
determination made pursuant to, any tax statute relating to the
taxation of real proper~y contained on the Development Property
shall be strictly subject to the restrictions contained in the
Assessment Agreement.
ARTICLE VI
Insurance.
Section 6.1. Insurance.
.
(a) Developer shall provide and maintain, or cause to
be maintained, at all times during the process of
constructing the Improvements, at its sole cost and expense,
18
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
and, from time to time at the request oftheHRA, furnish
the HRA with proof of payment of premiums on:
(i) Builder's risk insurance, written on the
so-called "Builder's Risk Completed Value Basisll, in an
amount equal to one hundred percent (100%) of the
insurable value or one hundred percent (100%) of the
full replacement cost of the Improvements at the date
of completion, with a deductible amount of not more
than $25,000, and with coverage available in
nonreporting form on the so-called "all risk" form of
policy;
(ii) Comprehensive general liability insurance
(including operations, contingent liability, operations
of subcontractors, completed operations and contractual
liability insurance) together with an Owner's and
Contractor's Protective Policy with limits against
bodily injury and property damage of not less than .
$5,000,000 for each occurrence (to accomplish the
above-required limits, an umbrella excess liability
policy may be used). The interest of the HRA shall be
protected in accordance with a clause in form and
content satisfactory to the HRA; and
.
(iii) Worker's compensation insurance, with
statutory coverage.
The policies of insurance required pursuant to clauses
(i) and (ii) above shall be in form and substance
satisfactory to the HRA and shall be placed with financially
sound and reputable insurers licensed to transact business
in the State. The policy of insurance required pursuant to
clause (i) above shall contain an agreement of the insurer
to give not less than thirty (30) days' advance written
notice to the HRA and Developer in the event of cancellation
of such pol~cy or change affecting the coverage thereunder.
(b) Upon completion of construction of the
Improvements and prior to December 31, 2008, Developer shall
maintain, or cause to be maintained, at its sole cost and
expense, and from time to time at the request of the HRA
shall furnish proof of the payment of premiums on insurance
as follows:
.
(i) Insurance against loss and/or damage to the
Improvements under a policy or policies covering such
risks as are ordinarily insured against by similar
businesses, including (without limiting the generality
of the foregoing) fire, extended coverage, vandalism
and malicious mischief, explosion, water damage,
demolition cost, debris removal, and collapse in an
amount not less than 90 percent of the full replacement
cost of the Improvements, but any such policy may have
a deductible amount of not more than $25,000. No
19
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
policy of insurance shall be written so that the
proceeds thereof will produce less than the minimum
coverage required by the preceding sentence, by reason
of co-insurance provisions or otherwise, without the
prior consent thereto in writing by the HRA. The term
"full insurable replacement value" shall mean the
actual replacement cost of the Improvements (excluding
foundation and excavation costs and other uninsurable
items) and equipment.
(ii) Comprehensive general public liability
insurance, including personal injury liability for
injuries to persons and/or property, including any"
injuries resulting from the operation of automobiles or
other motorized vehicles on or about the Development
Property, in the minimum amount for each occurrence of
$5,000,000.
(iii) Worker's compensation insurance respecting
all employees of Developer in amounts not less than the
minimum required by statute.
.
(c) All insurance required in this Article VI shall be
taken out and maintained in responsible insurance companies
selected by"Developer which are authorized under the laws of
the State to assume the risks covered thereby. At the first
time that any insurance is required to be in effect
hereunder, Developer will deposit with the HRA a certificate
or certificates or binders of the respective insurers
evidencing that such insurance is in force and effect.
Unless otherwise provided in this Article VI, each policy
shall contain a provision that the insurer shall not cancel
or modify it without giving written notice to Developer and
the HRA at least thirty (30) days before the cancellation or
modification becomes effective. Upon the HRA's request,
Developer shall furnish the HRA evidence satisfactory to the
HRA that any policy required hereunder is in effect. In
lieu of separate policies, Developer may maintain a single
policy, or blanket or umbrella policies, or a combination
thereof, which provide the total coverage required herein,
in which event Developer shall deposit with the HRA a
certificate or certificates of the respective insurers as"to
the amount of coverage in force upon the Improvements.
.
(d) In the event the Improvements or any portion
thereof is destroyed by fire or other casualty, then
Developer shall within sixty (60) days after such damage or
destruction ," commence to repair, reconstruct and restore the
damaged Improvements to substantially the same or improved
condition or utility value as they existed prior to the
event causing such damage or destruction and, to the extent
necessary to accomplish such repair, reconstruction and
restoration, Developer shall, subject to the rights of the
Holder of a First Mortgage, apply the Net Proceeds of any
insurance relating to such damage or destruction to the
20
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
payment or reimbursement of the costs thereof. Developer
shall complete the repair and reconstruction of the
Improvements, whether or not the Net Proceeds of insurance
received by Developer for such purposes are sufficient to
pay for the same. Any Net Proceeds remaining after
completion of construction shall be disbursed to Developer,
subject to the rights of the Holder of the First Mortgage.
The HRA agrees to subordinate its rights under this
paragraph to the Holder of a First Mortgage, but only to the
extent of amounts owing to the Holder under the First
Mortgage.
ARTICLE VII
Undertakinqs of the HRA
Section 7.1. Sale of Develooment Prooertv. As
consideration for the purchase of the Development Property and
construction of the Improvements by Developer, the HRA agrees to
complete, subject to the provisions of Section 7.2 below, the
following action~:
(a) Sale of the Development Property to Developer
pursuant to the Deed on the Closing Date.
(b) Use reasonable efforts with the City, County,
State (including administrative proceedings and/or hearings
with regulatory agencies) and the Canadian Pacific Railroad
for the construction of a new road and railroad crossing
(the Canadian Pacific Railroad has indicated in a letter
dated August 8, 1995 that it will agree to the crossing) to
provide access to the Development Property from the south at
no cost to Developer; provided that if all of such approvals
c~nnot reasonably be obtained, as determined by the HRA in
its sole discretion, access to the Development Property
shall continue from existing Laurel Avenue. In such event,
the HRA shall use reasonable efforts for construction of a
street and c.~l-de-sac. from Colorado Avenue to provide access
to the Development Property from the south at no cost to
Developer.
(c) Use its' best efforts with the City so that the
Improvements may constitute a permitted use under the zoning
ordinance of the City.
(d) The HRA shall grant to Developer a permanent
easement in the drainage pond area, at a location mutually
agreeable to the Parties, to allow Developer to construct
and maintain an entry monument sign for the Golden Hills
Business Park at its cost. The design features of the
monument shall be subject to prior approval by the HRA.
. Section 7.2. Limitations on Financial Undertakinqs of the
HRA. The provisions of Section 7.1 of this Agreement
notwithstanding, the HRA shall have no obligation to Developer
.
21
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.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
under this Agreement to take any action provided for in this
Agreement except upon existence of the following conditions:
(a) Developer has satisfied all conditions precedent
under this Agreement;
(b) No Event of Default has occurred and is then
continuing beyond the cure period provided in Section J.0.2;
(c) The HRA and Developer have received all necessary
approvals from the City, the County Assessor and other
authorities to implement this Agreement;
(d) The HRA is not the subject of any court or
administrative proceeding seeking to enjoin or otherwise
prevent the HRA from taking any action under this Agreement;
and
(e) A title insurance company has agreed, at a
reasonable cost, to insure over any easements or other
adverse claims relating to the Development Property prior to
completion of the registration proceeding described in
Section 3.J..
The parties agree that the failure of the closing to occur
due to any of the above reasons shall not constitute an event of
default by the Hr~~.
Section 7.3. HRA to Maintain Existence. The HRA covenants
and agrees that it shall at all times do or cause to be done all
things within its statutory powers necessary to preserve and keep
in full force and effect its existence, or to assure the
assumption of its obligations under this Agreement and the
Development Agreement by any public body succeeding to its
powers.
ARTICLE VIII
Mortqaqe Financinq
Section 8.J..Aooroval of Mortqaqe. Any First Mortgage
prior to issuance of the Certificate of Completion shall require
the prior written approval of the HRA's Director. Developer may
rely upon any approval granted hereunder by the HRA's Director
without additional action by the HRA. Approval shall not be
unreasonably withheld or delayed, and shall be given if:
(a) the HRA's Director first receives a copy of all
mortgage documents; and
(b) the HRA's Director determines that the terms of
the First Mortgage conform and are subject to the terms of
this Agreement, except to the extent the HRA agrees to
subordinate its interest to the terms of the First Mortgage.
22
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.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
The Holder of the First Mortgage (or any nominee or agent
controlled by the Holder) shall not be obligated to undertake or
continue construction or completion of the Improvements while in
possession of the Development Property pursuant to the
foreclosure, or conveyance by Developer to the Holder in lieu of
foreclosure, except upon express assumption of such obligation as
provided in Section 8.3, provided that nothing in this Section or
in any other section of this Agreement shall be deemed or
construed to permit any Holder to devote the Development Property
or any portion thereof to any use, or to construct any
improvement, other than those uses or improvements permitted by
this Agreement. Further, any party who obtains any interest in
all or any portion of the Development Property from or through
any Holder, except for any nominee or agent controlled by the
Holder, whether through foreclosure sale or otherwise, shall be
strictly subject to the terms and conditions of this Agreement,
as such are binding on Developer, and such party shall not be
entitled to any additional rights or privileges granted a Holder
hereunder.
Section 8.2. Notice of Default: COpy to Mortqaqee.
Whenever the HRA shall deliver any notice or demand to Developer
with respect to any breach or default by Developer in its
obligations or covenants under this Agreement, the HRA shall at
the same time forward a copy of such notice or demand to each
known Holder of any First Mortgage at the last address of such
Holder shown in the records of the HRA.
Section 8.3. Mortqaqee's Ootion to Cure Defaults. After
any breach or default referred to in Section 8.2 hereof, each
such Holder shall (insofar as the rights of the HRA are concerned
and subject to any rights of the Mortgagor under such Mortgage)
have the right, at its option, for a period of 90 days after
notice of such default pursuant to Section 8.2 hereof, to cure or
remedy such breach or default and to add the cost thereof to the
Mortgage debt and the lien of its Mortgage. If a default is not
susceptible of cure within such 90-day period, the Holder shall
have such period of time as is necessary to cure such default
provided the Holder promptly commences the cure and thereafter
proceeds to cure such default as soon as reasonably possible and
provided such failure to cure within 90 days does not jeopardize
the purposes of the Agreement or the Plan. However, if the
breach or default is with respect to construction of the
Improvements, nothing contained in this Section or any other
Section of this Agreement shall be deemed to permit or authorize
such Holder, either before or after foreclosure or action in lieu
thereof, to undertake or continue the construction or completion
of the Improvements (beyond the extent necessary to conserve or
protect Improvements or construction already made) for more than
90 days after the Holder has received notice of such default
pursuant to Section 8.2 hereof, without first having expressly
assumed the obligation to the HRA, by written agreement
reasonably satisfactory to the HRA, to complete, in the manner
provided in this Agreement and in conformance with the
Development Plans, the Improvements on the Development Property.
23
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
If the Holder enters ~nto an agreement assuming the obligations
of Developer under the Agreement, such agreement shall provide
that all obligations of the Holder thereunder shall terminate at
such time as the Agreement is assigned by the Holder in
accordance with the provisions of Section 9.1 of the Agreement or
in accordance with the following paragraph. Any Holder who shall
properly complete the Improvements relating to the Development
Property' shall be entitled, upon written request made to the HRA,
to a certification by the HRA to such effect in the manner
provided in Section 4.3 of this Agreement.
In addition to the assignments permitted pursuant to
Section 9.1 of the Agreement, if the Holder of a First Mortgage
acquires the interest of Developer under the terms of the
Agreement, the Holder shall be permitted to assign its interest
in the Agreement with the consent of HRA, which consent shall not
be unreasonably withheld or delayed. In exercising its judgment
as to whether or not to grant such consent, the HRA shall take
into account only the financial condition and experience of the .
proposed assignee and its capacity to perform the obligations
remaining to be performed under the Agreement at the time of such
assignment; provided that, after the Certificate of Completion
has been issued, the experience of the proposed assignee shall no
longer be a factor considered by the HRA as to whether or not
grant such consent. In addition, the Holder may assign its
interest at any time without the consent of the HRA to a person
with a verifiable net worth in excess of $5,000,000. Any such
assignee shall agree in writing with the HRA, for itself and its
successors and assigns, to be bound by the terms and conditions
of the Agreement, the Deed, the Assessment Agreement, the
Easement Agreement and the Plan, and not to transfer, mortgage or
otherwise convey any portion of the Development Property except
as permitted in the Agreement.
Section 8.4. HRA's Ootion to Cure Default on Mortqaqe. Any
Mortgage executed by Developer with respect to the Development
Property, or any improvements thereon, shall provide that, in the
event that Developer is in default under any Mortgage authorized
pursuant to this Article VIII, the mortgagee, within ten (10)
days after it has declared or given notice to Developer of a
default, shall notify the HRA in writing of:
(a) the fact of the default;
(b) the elements of the default; and
(c) the actions required to cure the default.
The HRA shall have the right to cure any such default which
occurs prior to issuance of the Certificate of Completion. The
HRA shall have a period of 35 days after notice from a Holder to
effect a cure, provided that the HRA gives Developer advance
written notice of its intent to cure. In the event of such cure
prior to the issuance of the Certificate of Completion, the HRA
shall thereupon be entitled, in addition to and without
24
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
limitation upon any other rights or remedies to which it may be
entitled, to reimbursement from Developer or any successor or
assignee of any costs and expenses incurred by the BRA in curing
such default. Interest shall accrue on any amounts due the BRA
under this paragraph at the reference rate of interest then in
effect at First Bank Minneapolis until such amounts are paid, and
such amounts shall result in the creation of a lien on the
Development Property in favor of the BRA, subordinate to the lien
of any First Mortgage.
Section 8.5. Subordinate Liens. Until the Certificate of
Completion has been issued, Developer agrees that it will not
create, incur, assume or suffer any security interest, mortgage,
pledge, lien, charge, or encumbrance upon the Development
Property except for a First Mortgage permitted under this
Article. Developer may, at its own expense, in its own name and
in good faith, contest any involuntary lien, charge or
encumbrance and not be in default hereunder provided Developer
first posts a bond or provides other security to the BRA or to
the Holder, or to an agent of the Holder, including, without
limitation, a title insurance company, which the HRA reasonably
determines is adequate to protect the interest of the BRA.
ARTICLE IX
Restrictions on Transfer: Indemnification
Section 9.1. Restrictions on Transfer. Until the
Certificate of Completion has been issued by the HRA, this
Agreement and Developer's interest in the Development Property
(or any part thereof) may not be sold, transferred or assigned by
Developer without the prior written consent of the HRA, which
consent may be granted or withheld by the HRA in its sole
discret;ion.
After the Certificate of Completion has been issued by the
HRA, but prior to December 31, 2008, this Agreement and
Developer's inte~est in the Development Property (or any part
thereof) may be sold, transferred or assigned by Developer,
provided that the purchaser, as of the date of such transfer, is
reasonably determined by the HRA to be of sufficient financial
condition, experience, and reputation to perform fully under this
Agreement and the Assessment Agreement, and the purchaser first
agrees in writing with the HRA, for himself, his heirs,
representatives, successors and assigns, to be bound by the terms
and conditions of this Agreement, the Deed, the Assessment
Agreement, the Easement and Option Agreement and the Plan, and
not to sell, transfer, mortgage or otherwise assign any portion
of the Development Property except as permitted herein. After
the Certificate of Completion has been issued by the HRA, but
prior to December 31, 2008, this Agreement and Developer's
interest in the Development Property (or any part thereof) also
may be assigned without the consent of the HRA to a person with a
verifiable net worth in excess of $5,000,000. In either event,
Developer shall be released from any obligation or liability
25
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
hereunder to the extent of the interest purchased~ After the
Certificate of Completion has been issued by the HRA, but prior
to December 31, 2008,this Agreement and Developer'S interest in
the Development Property (or any part thereof) may be sold,
transferred or ccnveyed by Developer free of the foregoing
conditions, but, in such event, Developer shall remain primarily
liable for performance of the terms and conditions of this
Agreement, the Easement and Option Agreement and the Assessment
Agreement.
The Parties agree that the terms and conditions hereof run
with the land and shall be binding upon their successors and
assigns. The Parties also agree that nothing contained in this
Section 9.1 shall prohibit the leasing of the Improvements to
CyberOptics Corporation or another lessee, and nothing contained
in this Section 9.1 shall prohibit the sale, transfer or
assignment by Developer of the Development Property (or any part
thereof) to a general partnership, limited partnership or limited
liability partnership in which Developer has at least a 50
percent interest as a general partner.
Section 9.2. Indemnification. Developer hereby agrees to
indemnify, defend and hold harmless the HRA, and its officials,
employees and agents, against any and all claims, demands,
lawsuits, judgments, damages, penalties, costs and expenses,
including reasonable attorneys' fees, arising out of actions or
omissions by Dev~loper, its employees and agents, in connection
with the Project, except to the extent of any bad faith or
intentional misconduct by the HRA or other person seeking
indemnification. This provision shall continue indefinitely
after the termination of this Agreement.
ARTICLE X
Events of Default
Section 10.1. Events of Default Defined. The following
shall be "Events of Default" under this Agreement and the term
"Event of Default" shall mean, whenever it is used in this
Agreement, anyone or more of the following events:
(a) Failure by Developer to pay the Purchase Price and
otherwise perform on the Closing Date.
(b) After the Closing Date and until December 31,
2008, failure by Developer to timely pay all real property
taxes, assessments or other charges assessed with respect to
the Development Property.
(c) Subject to Unavoidable Delays, and extensions
agreed to by the Parties, failure by Developer to commence
and complete construction of the Improvements pursuant to
the terms, conditions and limitations of Article IV of this
Agreement.
26
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
(d) Until December 31, 2008, failure by Developer to
observe or perform any material covenant, condition,
obligation or agreement on its part to be observed or
performed under this Agreement.
(e) Until the Certificate of Completion has been
issued, filing by Developer in any court, pursuant to any
federal or State statute, of a petition in bankruptcy or
insolvency, or for reorganization, or for the appointment of
a receiver or trustee of all or a portion of Developer'S
property, or an assignment by Developer for the benefit of
creditors.
(f) Until the Certificate of Completion has been
issued, filing against Developer in any court, pursuant to
any federal or State statute, of a petition in bankruptcy or
insolvency, or for reorganization, or for appointment of a
receiver or trustee of all or a portion of Developer'S
properties, if such proceeding is not dismissed within 9P
days after commencement thereof.
(g) Until the Certificate of Completion has been
issued, commencement by the Holder of any First Mortgage of
foreclosure in the event of a default in any of the terms or
conditions of the First Mortgage.
.
(h) Until the Certificate of Completion has been
issued, any merger, consolidation, liquidation,
reorganization or transfer of all or substantially all of
Developer's assets.
Section 10.2. Remedies on Default. Whenever any Event of
Default occurs, the HRA, subject to any rights of the Holder of a
First Mortgage which has been approved by the HRA pursuant to
Section 8.1 of this Agreement, may take anyone or more of the
following actions (but only if the HRA is not then in default and
only after provision of 60 days' written notice which sets forth
the nature of the default to Developer in the case of an Event of
Default under Se~tion 10.1{a), (b), (c), or (d), and then only if
such an Event of Default has not been cured within said 60 days
or, if such an Event of Default cannot be cured within 60 days,
Developer does not provide assurances to the HRA reasonably
satisfactory to the HRA that such an Event of Default will be
cured as soon as reasonably possible and that it will not
jeopardize the purposes of this Agreement and of the Plan) :
(a) The HRA may suspend its performance under the
Agreement until it receives assurances from Developer,
deemed adequate by the HRA, that Developer will cure its
default and continue its performance under the Agreement.
.
(b) If the Event of Default occurs prior to the
Closing Date, the HRA may cancel and rescind the Agreement.
27
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
(c) If th& Event of Default occurs after Closing Date
but prior to issuance of the Certificate of Completion, the
HRA may reenter and take possession of the Development
Property, revest title to the Development Property in the
HRA, and exclude Developer from possession of the
Development Property. The HRA shall thereupon use its best
efforts and act in good faith to sell the Project at the
best price obtainable {provided such sale is permitted by
applicable law) and as soon as reasonably possible, such
sale to be on such terms and conditions as the HRA deems
reasonable and appropriate to satisfy the provisions of the
Plan. The HRA shall apply the proceeds of such sale first
to reimburse the HRA for all costs and expenses incurred,by
the HRA (less any amount received by the HRA from any
security provided by Developer) including but not limited to
taxes, assessments, utility charges, payments made to
discharge any encumbrances or liens, reasonable attorneys'
fees and expenses; second to the Holder of a First Mortgage
to the extent of the unpaid mortgage; third to reimburse
Developer in an amount equal to the Purchase Price plus
other reasonable acquisition and construction costs incurred
by Developer in connection with the Project including
architects' and engineers' expenses; and the balance to be
retained by the HRA.
(d) The HRA may initiate such action, including legal
or administrative action, as is necessary for the HRA to
secure perfJLmance of any provision of this Agreement or
recover any amounts due under this Agreement from Developer
or under any security provided by Developer.
.
(e) Sue for damages, including delinquent taxes levied
against the Development Property, provided that any damages
shall be reduced to the extent of any amount recovered by
the HRA under any security provided by Developer.
Section 10.3. No Remedv Exclusive. No remedy herein
conferred upon or reserved to the HRA is intended to be exclusive
of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every
other remedy given under this Agreement or now or hereafter
existing at law or in equity or by statute. No delay or omission
to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient.
Section 10.4. No Additional Waiver Imolied bv One Waiver.
In the event any agreement contained in this Agreement should be
breached by any ~arty and thereafter waived by any other Party,
such waiver shall be limited to the particular breach so waived
and shall not be deemed to waive any other concurrent, previous
or subsequent breach hereunder.
.
28
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
ARTICLE XI
Additional Provisions
Section 11.1. Eaual Emolovrnent Oooortunitv. Developer
agrees that during the construction of the Project neither it nor
any of the contractors will unlawfully discriminate against any
employee or applicant for emploYment because of race, color,
religion, sex, age, national origin, or political affiliation.
Section 11.2. Not for Soeculation. Developer's purchase of
the Development Property, and its undertakings pursuant to this
Agreement, are and will be used for the sole and express purpose
of redevelopment of the Development Property and not for
speculation in land holdings.
Section 11.3. Titles of Articles and Sections. Any titles
of the several parts, Articles and Sections of the Agreement are
inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 11.4. Notices and Demands. Except as otherwise
expressly provided in this Agreement, a notice, demand or other
communication under the Agreement by either party to the other
shall be sufficiently given or delivered if it is in writing
dispatched by registered or certified mail, postage prepaid,
return receipt requested, or delivered personally; and,
.
(a) in the case of MEPC, is addressed to or delivered
personally to MEPC at 1550 Utica Avenue South, Suite 120,
Minneapolis, Minnesota 55416, Attention: Regional Vice
President, Development, with copies to David C. Sellergren,
Doherty, Rumble & Butler, 3500 Fifth Street Towers, 150
?outh Fifth Street, Minneapolis, Minnesota 55402; and
(b) in the case of the HRA, is addressed to or
delivered personally to the HRA to Housing and Redevelopment
Authority In and For the City of Golden Valley, 7800 Golden
Valley Road. Golden Valley, Minnesota 55428, Attention:
Director, with copies to Allen D. Barnard, Best & Flanagan,
4000 First Bank Place, 601 Second Avenue South, Minneapolis,
Minnesota 55402-43~1.
or at such other address with respect to either such Party as
that Party may, from time to time, designate in writing and
forward to the other as provided in this Section.
Section 11.5. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall constitute one
and the same instrument.
'.
Section 11.6.
Holder of a First
prospective First
or to subordinate
Modification. If the HRA is requested by the
Mortgage or by a prospective Holder of a
Mortgage to amend or supplement this Agreement,
its interest therein, the HRA will, in good
29
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
faith, consider the request with a view to granting the same,
provided that such request is consistent with the terms and
conditions of the Plan.
Section 11.7. Interoretation and Amendment. This Agreement
shall be governed by and construed in accordance with the laws of
the State of MiIli~esota. This Agreement constitutes the entire
agreement_of the Parties on the subject matter hereof,
superseding any prior oral or written agreements. This Agreement
can be modified only by a writing signed by both Parties.
Section 11.8. Severability. In the event any provision of
this Agreement shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provisions hereof.
Section 11.9. Duration. This Agreement shall be effective
as of the date hereof and shall continue in full force and effect
until December 31, 2008. This Agreement shall survive the
Closing Date and the HRA's delivery of any Deed to Developer.
Section 11.10.
of Article IX, this
the benefit of, the
Parties.
Bindinq Effect. Subject to the provisions
Agreement is binding upon, and shall inure to
successors and permitted assigns of the
.
Section 11.11. Consents. Any consent or approval required
of a Party under this Agreement shall not be unreasonably
withheld or delayed.
Section 11.12. Certificates. Upon reasonable request from
time to time, the HRA shall execute and deliver written
certificates to parties designated by Developer concerning
whether the Agreement is in effect, whether any defaults exist
under the Agreement and other similar matters.
ARTICLE XII
Termination of Aqreement
Section 12.1. Develooer's Ootions to Terminate. This
Agreement may be terminated by Developer by written notice to the
HRA if Developer is in compliance with all material terms of this
Agreement and no Event of Default by Developer is then existing;
and
.
(a) Subject to Section 7.2, the HRA fails to comply
with any material term of this Agreement, and, after written
notice by Developer of such failure, the HRA has failed to
cure such non-compliance within 60 days of receipt of such
notice, or, if such non-compliance cannot reasonably be
cured by the HRA within 60 days, the HRA has not, within 60
days of receipt of such notice, provided assurances,
reasonably satisfactory to Developer, that such
non-compliance will be cured as soon as reasonably possible;
30
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12,.1995
(b) Closing has not occurred by October 10, 1995,
unless extended by the Parties;
(c) If Developer's title objections are not waived by
Developer or cured by the HRA pursuant to Section 3.1;
(d Subject to Section 3.2, if Developer reasonably
determines by October 10, 1995 that construction of the
Improvements is not practicable without material additional
cost due to existing soil or groundwater conditions, or due
to the presence of hazardous or toxic waste on the
Development Property; or
(e) Subject to Section 2.2(g), if Developer does not
receive prior to the Closing Date all approvals and consents
from governmental authorities which are reasonably required
for construction and use of the Improvements.
In the event of a default by the HRA prior to the Closing
Date which is caused by the HRA's failure to pay any amount which
it is required to pay under this Agreement, Developer, in lieu of
terminating this Agreement, may pay such amount on behalf of the
HRA and reduce the Purchase Price.
Section 12.2. Effect of Termination. Except as provided in
Sections 4.4 and 9.2, if this Agreement is terminated pursuant to
this Article XII, this Agreement shall be from such date forward
null and void and of no further effect; provided, however, that
termination of this Agreement pursuant to this Article XII shall
not affect the rights of Developer to.institute any action, claim
or demand for damages suffered as a result of breach or default
of the terms of this Agreement by the HRA.
IN WITNESS WHEREOF, the HRA has caused this Agreement to be
duly executed in its name and behalf and its seal to be hereunto
duly affixed and MEPC has caused this Agreement 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~ t<). ~~
Its ~
31
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
MEPC AMERICAN PROPERTIES, INC.
By
~t:?~
Its V':c.e. ~~.f;~ C-
By A~? / ri2J44L_-/
,
Its ~.J~;..-r.){ ~V
And
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
The foregoing
day of C~
AUTHORITY IN AND
organization.
instrument was acknowledged before me this /2-
, 1995, by ~ A.~ ,'i%-_
of THE HOUSING AND REDE OPMENT
FOR THE CITY OF GOLDEN VALLEY, on behalf of the
~lf!-~~ I)'
r;N"VvW,^,\N\I'II\IV'lMI~.
'8M ARINUS W. VANPUTTEN. JR.I
NOTARY PUBLIC....NNESOTA
HENNEPIN COUNTY
.., CGMIIIlolI....... 11.2000
.
tf
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
The~or rgo:!Bg j,.nstrument
d,~ o~ ~~, 199~
/';:I~~ and by , a
of MEPC AMERICAN PROPERTIES, INC., a Delaware corporation, on
behalf of the corporation.
~d~
Notary P lic /
DRAFTED BY:
6) NANCv J. GileS
. i HOTM__ PUIl.IC-uINNl!SOTA
... &no CO*8IION EXPIRES 1-31.00
Best & Flanagan
4000 First Bank Building
601 Second AvenuF. South
Minneapolis, Minnesota 55402-4331
32
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
EXHIBIT A
LEGAL DESCRIPTION
Lot 2, Block 1, Golden Hills West Second Addition, Hennepin
County, Minnesot~, according to the recorded plat thereof.
Subject to the following which are reserved to the BRA:
An easement for storm sewer purposes over, under and across
the East 30 feet of that part of Lot 1, Block 1, GOLDEN .
HILLS WEST ADDITION lying Northerly of the following
described line:
Commencing at the Northwest corner of Government Lot 3,
thence on an assumed bearing of North 87 degrees 50 minutes
03 seconds East along the North line of said Government Lot
3 a distance of 932.00 feet; thence South 0 degrees 01
minute 36 seconds East a distance of 592.97 feet to the
beginning of the line to be described; thence North 87
degrees 50 minutes 03 seconds East a distance of 488.00
feet to the Easterly line of Lot 1, Block 1, GOLDEN HILLS
WEST ADDITION and there said line terminates.
Together with an easement for storm and sewer purposes over,
under and across the following described property:
Beginning at ~he intersection of the North lien of Lot 1,
Block 1, GOLDEN HILLS WEST ADDITION and the Westerly line
of the Easterly 30 feet of said Lot 1; thence Southerly
along said Westerly line a distance of 43.90 feet; thence
Northwesterly to a point on the North line of said Lot 1
distant 92.90 feet West of the Northeast corner of said Lot
1; thence Easterly to the point of beginning.
A-l
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
EXHIBIT B
ASSESSMENT AGREEMENT
.
FOR VALUABLE CONSIDERATION, The Housing and Redevelopment
Authority in and for the City of Golden Valley, Minnesota, a
public body corporate established pursuant to Minnesota Statutes,
Section 469.001 et seq. (the "HRA") , and MEPC American
Properties, Inc. (the "Developer"), hereby covenant and agree
that the property described in Exhibit B-1 hereto (the
"Development Property") and the improvements to be made thereto
pursuant to the Second MEPC Private Development Agreement between
the parties dated as of , 1995, excluding the
southerly ____ feet of the Development Property (the "Improved
Parcel"), with respect to which any real estate taxes, or taxes
in lieu thereof which are levied or assessed and payable by the
Developer, shall be assessed to be of a market value of no less
than $2,700,000 on January 2, 1997, and January 2 of every year,
thereafter that ~his'Assessment Agreement is in effect (for taxes
payable in 1998 and subsequent years), increased in 1997 and
subsequent years by the amount of $30.00 for each square foot of
building improvements in excess of 90,000 square feet, and
decreased in 1997 and subsequent years by the fair market value
of any portion of the improvements taken in condemnation or by
the power of eminent domain for which reconstruction is
impracticable as provided in Section 3.8 of the Private
Development Agreement, and by the Developer's cost for any
portion of the unimproved Improved Parcel taken in condemnation
or by the power of eminent domain (the "Assessor's Minimum Market
Value") .
Commencing with taxes payable in the year 1998 and thereafter
during the term of this Restated Assessment Agreement, the
Developer shall not seek a reduction of the market value of the
Improved Parcel for property tax purposes below the Assessor's
Minimum Market Value stated above, regardless of actual market
values which may result from incomplete construction of
improvements to the Improved Parcel, or from destruction or
diminution thereof by any cause, insured or uninsured, except in
the case of acquisition or reacquisition of any portion of the
Improved Parcel ty a public entity.
Upon execution by the parties, this Assessment Agreement shall
be presented to the Hennepin County Assessor, or to the Golden
Valley City Assessor having the powers of the County Assessor, if
any, pursuant to Minnesota Statutes, Section 469.177, Subd. 8, as
hereafter amended. If this Assessment Agreement is approved and
certified by such Assessor in the form of attached Exhibit B-2,
this Assessment Agreement shall be filed in the office of the
Hennepin County Recorder or in the office of the Hennepin County
Registrar of Titles upon transfer of title of the Development
Property from the HRA to the Developer.
.
B-1
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
The parties hereby covenant and agree that the obligations
imposed hereunder shall be the personal obligations of the
parties and shall also be deemed with respect to the Development
Property to be covenants and restrictions running with the land,
and shall constitute burdens and benefits to the HRA and the
Developer, their successors, assigns, grantees and all other
parties hereafter owning or holding any interest in the
Development Property or any portions thereof.
This Assessment Agreement is effective as of the date hereof
and shall remain in force and effect until December 31, 2008.
IN WITNESS WHEREOF, the parties have caused the execution .of
this Assessment Agreement as of this day of
1995.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
GOLDEN VALLEY
By
Its
By
Its
MEPC AMERICAN PROPERTIES, INC.
By
Its
STATE OF MINNESOTA
SSe
COUNTY OF HENNEPIN
The foregoing
day of
instrument was acknowledged before me this
, 1995, by
, the
of THE HOUSING AND REDEVELOPMENT
FOR THE CITY OF GOLDEN VALLEY, on behalf of the
and
and
AUTHORITY IN AND
organization.
Notary Public
B-2
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
STATE OF MINNESOTA ) .
) 55.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this
day of , 1995, by , a
of MEPC American Properties, Inc., a Delaware
corporation, on behalf of the corporation.
Notary Public
DRAFTED BY:
Best & Flanagan
4000 First Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
B-3
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
EXHIBIT B-1
LEGAL DESCRIPTION
Lot 2, Block 1, Golden Hills West Second Addition, Hennepin
County, Minnesota, according to the recorded plat thereof.
.
.
B-4
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
EXHIBIT B-2
ASSESSOR'S CERTIFICATION
The undersigned, being the duly qualified and acting
Director of Property Taxation of Hennepin County, Minnesota,
hereby certifies that:
1.~ He is the assessor responsible for the assessment of
the Development Property described in the foregoing
Exhibit B-1.
2. He has read the foregoing Assessment Agreement;
3. He has received and read a copy of the Private
Development Agreement;
4. He has received and reviewed the architectural and
engineering plans and specifications for the
improvements agreed to be constructed on the
Development Property by MEPC American Properties, Inc.
pursuant to the Private Development Agreement:
5.
He has reviewed the market value previously assigned to
the Development Property upon which such improvements
are to be constructed: and
6.
The undersigned assessor, being legally responsible for
the assessment of the above described Development
Property upon completion of the improvements to be
constructed thereon, hereby certifies that the market
value assigned to the Improved Parcel (as defined in
the Assessment Agreement) and the improvements thereto
upon completion shall not be less than $2,700,000 on
January 2, 1997, and January 2 of every year thereafter
(for taxes payable in 1998 and subsequent years),
increased in 1997 and subsequent years by $30.00 for
each square foot of building improvements in excess of
90,000 square feet, and decreased in 1997 and
subsequent years by the fair market value of any
portioD of the improvements taken in condemnation or by
the power of eminent domain for which reconstruction is
impracticable, and by the cost for any unimproved
portion of the Improved Parcel taken in condemnation or
by the power of eminent domain.
Dated
, 1995.
Director of Property Taxation
Hennepin County, Minnesota
B-5
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
EXHIBIT C
CERTIFICATE OF COMPLETION
THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY
OF GOLDEN VALLEY, a public body corporate (the "HRA"), and MEPC
AMERICAN PROPERTIES, INC., a Delaware corporation ("Developer"),
previously enter~d into the Second MEPC Private Development
Agreement. (the II Agreement"), recorded in the Of f ice of the County
Recorder in and for the County of Hennepin and State of
Minnesota, as Document Number , for the following
described property:
Lot 2, Block 1, Golden Hills West Second Addition, according
to the recorded plat thereof.
The Agreement contains certain covenants which, if not
performed by Developer, or its successors and assigns, would
result in a forfeiture and right of re-entry by the HRA, its
successors and assigns. As of the date hereof, Developer has
performed all of such covenants contained in the Agreement to the
satisfaction of the HRA, including the covenants in Article IV of
the Agreement requiring completion of the construction of the
improvements.
NOW, THEREFORE, it is hereby certified that all of the
covenants in the Agreement, including the covenants in Article IV
requiring completion of the construction of the improvements,
have been duly and fully performed by Developer as of the date
hereof and that Lhe provisions for forfeiture of title and right
to re-entry by the HRA for breach of such covenants, and the
escrow agreement securing performance thereof, are hereby
released absolutely and forever insofar as they apply to the
property described above. The County Recorder in and for the
County of Hennepin and State of Minnesota is hereby authorized to
accept for recording and to record the filing of this instrument.
This instrument shall be conclusive determination of the
satisfactory termination of the covenants of Article IV of the
Agreement'requiring completion of the construction of the
improvements. Notwithstanding the foregoing, the remaining
covenants contained in the Agreement remain in full force and
effect.
C-l
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
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
_ day of
and
and
in and for the City
instrument was acknowledged before me this
, 19_, by
, respectively the
of The Housing and Redevelopment Authority
of Golden Valley, on behalf of the Authority.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Best & Flanagan
4000 First Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
C-2
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
EXHIBIT D
DEVELOPMENT PLANS
(to be supplied)
.
.
0-1
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
EXHIBIT E
DEMOLITION SPECIFICATIONS
The professional wrecking by a licensed contractor of any
buildings, structures, tanks or manmade objects. It consists of
the removal of all hazardous/toxic waste materials from site
(other than materials in the soil or groundwater) to a licensed
landfill area (licensed in the disposal of toxic waste materials)
prior to demolition work.
All work shall be complete and include the capping or
removal of existing utilities, except those to be relocated, and
the wrecking and removal of all footings, foundations, floor
slabs, subsurface tanks, buried utility lines sized in excess of
6" in diameter, steps, stoops, private sidewalks, site lighting
poles, driveways and provide for a clean compacted (95% Proctor
Density) granular type fill in all excavations resulting from
demolition.
All piping, heating plants, fuel storage tanks, appliances
and other debris shall be removed from site to a licensed
landfill area.
All work shall be performed in conjunction with State, City
and/or local ordinances and reasonable restrictions.
E-1
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
.
EXHIBIT F
LIMITED WARRANTY DEED
FOR VALUABLE CONSIDERATION, THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body
corporate created pursuant to Minnesota Statutes, Section 469.001
et seq. ("Grantor"), hereby grants, bargains and conveys to MEPC
American Properties, Inc. a Delaware corporation, a
("Grantee"), real property in Hennepin County,
Minnesota, descri.bed as follows (the "Property"):
Lot 2, Block 1, Golden Hills West Second Addition, according
to the recorded plat thereof.
.
together with all hereditaments and appurtenances belonging
thereto. Grantor, for itself and its successors and assigns,
reserves access, drainage and utility easements over the easterly
30 feet of the Property. Grantor, for itself and its successors'
and assigns, hereby covenants with Grantee and its successors and
assigns, that it has not made, done, executed, or suffered any
act or thing whatsoever whereby the Property, or any part
thereof, now or at any time hereafter, shall or may be imperiled,
charged or encumbered in any manner whatsoever, except for any
covenants, conditions, or restrictions contained in the Golden
Hills Redevelopment Plan adopted by Grantor in 1984, as amended
(the "Plan"), and any covenants, conditions, or restrictions
contained in the Second MEPC Private Development Agreement dated
, 1995, between Grantor and Grantee or Grantee's
assignor (the "Agreement").
Provided:
1. It is understood and agreed that this Deed is subject
to the restrictions, reservations and encumbrances of record, if
any, access, drainage and utility easements over the easterly 30
feet of the Property, all building and zoning laws and
ordinances, all other local, state and federal laws and
regulations, and the covenants, conditions, restrictions and
provisions of the Agreement. It is also understood and agreed
that, prior to December '31, 2008, Grantee shall not sell,
transfer, mortgage or otherwise convey the Property, or any part
thereof or interest therein, except as permitted by the
Agreement.
.
Grantee hereby covenants and agrees to begin and diligently
prosecute to completion the development of the Property at such
times and as otherwise provided in the Agreement. Promptly after
completion of the Improvements (as defined in the Agreement) in
accordance with the Agreement, Grantor will furnish Grantee with
a Certificate of Completion, as provided in the Agreement, which
shall be the conclusive determination of satisfaction and
termination of the agreements and covenants in and pursuant to
the Agreement with respect to the obligations of Grantee to
F-1
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
construct the Im~~Qvements, and the dates for the commencement
and completion thereof.
2. If an "Event of Default" by Grantee, as defined in
Section 10.1 of the Agreement, which is not cured within the
period provided in Section 10.2 of the Agreement, exists prior to
the recording of the Certificate of Completion, then Grantor
shall have the right to re-enter and take possession of the
Property and to terminate and revest in Grantor the estate
conveyed by this Deed to Grantee, as specified in the Agreement.
3. Grantee hereby agrees to do the following:
(a) Maintain insurance of such types and amounts as
specified in Article VI of the Agreement;
(b) Pay all real estate taxes and special assessments
on the Property when due and not seek or cause a
reduction in such taxes, except as permitted under
the Agreement; .
(c) Devote the Property to only such uses as are
permitted under the Agreement.
The parties agree that the covenants contained in this
Section shall terminate on December 31, 2008.
4. There shall be no discrimination in the use of the
Property by Grantee on account of race, color, religion, sex,
age, national origin, or political affiliation during the period
that the Plan remains in effect.
The parties agree that all of the covenants and restrictions
contained in this Deed shall be binding upon Grantee, its
successors and assigns, for the maximum benefit of Grantor, its
successors and assigns, and shall also be deemed to run with the
land.
IN WITNESS WHEREOF, Grantor has caused this Deed to be duly
executed on its behalf by its duly authorized representatives
this ____ day of , 1995.
F-2
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
GOLDEN VALLEY
By
David A. Thompson
Its Chair
By
William S. Joynes
Its Director
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this ____
day of , 1995, by David A. Thompson and William S.
Joynes, respectively the Chair and Director of The Housing and
Redevelopment Authority in and for the City of Golden Valley, on
behalf of the Authority.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Best &. Flanagan
4000 First Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
F-3
. .
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
EXHIBIT G
EASEMENT AND OPTION AGREEMENT
1. In consideration of the payment by the Housing and Redevelopment Authority in
and for the City of Golden Valley ("HRA") to MEPC American Properties Inc., a Delaware
corporation ("MEPC") of the sum of One Dollar and Other Good and Valuable Consideration,
MEPC hereby grants to the HRA the following:
a. An exclusive option to acquire, on or before September 1,' 1998
(" Expiration Date ") the fee title to the premises described on Exhibit II A" (" the
Premises") attached hereto and made a part hereof, for the price of One Dollar ($1.00).
MEPC, its successors and assigns, shall deliver to HRA, its successors or assigns, within
ten (10) days of HRA's exercise of the option, a limited warranty deed for the Premises;
and
b. Easements for public road, utilities and drainage, including the right to
construct and maintain said easements over, under and across the Premises.
2. MEPC, its successors and assigns, is required to construct, as part of the Second
MEPC Private Development Agreement, dated September _, 1995, a storm water drainage
and ponding system over a portion of the Premises. In consideration of MEPC's agreement to
construct said system, HRA, its successors and assigns, agree to maintain the system and MEPC
hereby grants an easement to HRA to maintain the system.
HRA hereby agrees to indemnify and hold MEPC harmless against any and all claims,
demands, damages, liabilities, costs or expenses relating to the drainage and ponding system,
except to the extent such item pertains to any action or omission by MEPC during construction
of the system or thereafter.
3. If HRA elects to exercise this Option it shall do so by delivering to MEPC on or
before the Expiration Date the purchase price of One Dollar ($1.00). Upon receipt thereof,
MEPC shall promptly execute and return a limited warranty deed to HRA for the Premises. If
HRA fails to exercise this Option by the Expiration Date, it shall nevertheless be deemed
exercised on the Expiration Date and MEPC shall deliver a limited warranty deed to HRA for
the Premises dated as of the Expiration Date, and the HRA shall accept the same. MEPC shall
reserve in the deed a permanent drainage easement for an underground drainage pipe, and a
nonexclusive easement to use the drainage pond for stormwater runoff.
4. If the Expiration Date occurs on a Saturday, Sunday or legal holiday, then the
Expiration date shall be the next succeeding business day following such Saturday, Sunday or
holiday.
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12,1995
5. Any notification, election, or payment herein required or permitted to be given
or served by either party upon the other (including exercise of this Option) shall be deemed
given and served in accordance with the provisions of this Option if delivered personally to the
receiving party, or if deposited in the United States mail in a sealed wrapper, registered or
certified, postage and fees prepaid, properly addressed as follows:
To HRA: Mr. William S. Joynes
Housing and Redevelopment Authority
7800 Golden Valley Road
Golden Valley, MN 55427
To MEPC: Mr. David M. Jellison
Regional Vice President
MEPC American Properties Inc.
1550 Utica Avenue South, Suite 120
Minneapolis, MN 55416
Each such delivered notice, payment or communication shall be deemed to have been
given to, or served upon, the party to whom delivered upon delivery thereof in the manner
above provided. Each such mailed notice, payment or communication shall be deemed to have
been given to or served upon the party to which addressed on the date the same was so deposited
in the mails in the manner above provided.
6.
assigns.
This Agreement shall be binding on the parties hereto, their successors and
7. During the Option period and any extension thereof, MEPC shall cooperate and
join with HRA in any and all actions, petitions, and documents which are usual and necessary
to accomplish the transfer of the Premises to the HRA, including the right of access to the
Premises, which right shall not interfere with MEPC's use of its property to the North.
MEPC AMERICAN PROPERTIES INC.,
a Delaware Corporation
By
Richard A. Weiblen
Its Vice President
And
William P. Dressen
Its Regional Vice President
G-2
. 1
.
.
.
Resolution 95~ 7 ~ Continued
EXHIBIT B
September 12, 1995
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF GOLDEN VALLEY
By
Its
By
Its
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN)
The foregoing was acknowledged before me this day of September, 1995, by Richard
A. Weiblen and William P. Dressen, the Vice President and Regional Vice President,
respectively, of MEPC American Properties Inc., a corporation under the laws of Delaware, on
behalf of the corporation.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing was acknowledged before me this _ day of
1995, by and ,the
and , respectively, of the
Housing and Redevelopment Authority in and for the City of Golden Valley, a public body
corporate and politic, under the laws of Minnesota, on behalf of the Authority.
Notary Public
RBP 94693
G-3
.
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
EXHIBIT H
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into this
day of , 1995, by and among First Trust National Association (the
"Bank"), MEPC American Properties Inc., a Delaware corporation (the "Developer") and The
Housing and Redevelopment Authority in and for the City of Golden Valley (the "HRA").
The Developer and the HRA have agreed to enter into the Second MEPC Private
Development Agreement (the "Development Agreement"), a copy of which is attached hereto.
Section 4.5 of the Development Agreement requires the Developer to provide security for the
performance of its obligations under the Development Agreement. The Developer is providing
such security pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and in consideration of the
mutual covenants and promises contained herein, the parties agree as follows:
1. In compliance with Section 4.5 of the Development Agreement, the Developer
hereby deposits with the Bank $350,000 in cash or cashier's or certified check (the "Escrow
Account"), which shall be held and administered by the Bank as an escrow security deposit in
accordance with this Agreement.
2. The purpose of this Agreement is to secure performance by the Developer of its
obligations under the Development Agreement. Upon delivery to the Bank by the Director of
the HRA of a signed and acknowledged statement in compliance with this paragraph, the Bank
shall forthwith deliver to the HRA, in cash or by cashier's or certified check, an amount qual
to the full value of the Escrow Account, less accrued net income payable to the Developer
pursuant.to paragraph 6, as of the date of the Bank's receipt of the notice. The acknowledged
statement from the HRA shall recite each of the following applicable elements:
(a) One or more of the following Events of Default described in Section 10.1
of the Development Agreement has occurred and the specific Event of Default is
identified:
(i) After the Closing Date and until the Certificate of Completion has
been issued (as defined in the Development Agreement), failure by the Developer
to timely pay all real property taxes, assessments or other charges assessed with
respect to the Development Property;
(ii) Subject to Unavoidable Delays (as defined in the Development
Agreement), and any extensions of time agreed to by the Developer and the
HRA, failure by the Developer to commence and complete construction of the
Improvements (as defined in the Development Agreement) pursuant to the terms,
conditions and limitations of the Development Agreement;
.
.
Resolution 95-7 - Continued
EXHIBIT B
September 12, 1995
Copy to:
David C. Sellergren
Doherty, Rumble & Butler
3500 Fifth Street Towers
150 South Fifth Street
'Minneapolis, MN 55402
17,
This Agreement shall be interpreted in accordance with Minnesota law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
. RBP 9467()
FIRST TRUST NATIONAL ASSOCIATION
By
Its
MEPC AMERICAN PROPERTIES INC.
By
Its
And
Its
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF GOLDEN V ALLEY
By
Its
H-5
Resolution 95-7 - Continued EXHIBIT B September 12, 1995
WAIVER OF CONFLICT OF INTEREST
.
Date:
1/IL
f
, 1995.
We, the undersigned, hereby acknowledge that Best & Flanagan, P.L.L.P., is registering
title to Lot 2, Block 1, Golden Hills West 2nd Addition and that they are the attorneys for the
Housing and Redevelopment Authority in and for the City of Golden Valley ("Seller"). Seller also
acknowledges that Best & Flanagan, P.L.L.P. ("Best"), will be representing MEPC AMERICAN
PROPERTIES, INC., a Delaware corporation ("Purchaser") in its Cross-Application to complete the
registration of said Lot 2.
Therefore, Seller and Purchaser hereby waive any questions of Best's conflict of interest and
request Best to proceed with the registration on behalf of both parties.
Dated:
crt i z-I q.S-
Dated:
9' / /2 /c;~-
I ,
SELLER
PURCHASER
.
By ~~~ct /}. (--~~~~
Its C~J~"L
By
~~
/-1ce &..kd-:: ?7
Its
d,/0~~
/2/ t/~ /~tf-
.
G:\DOCS\PUBL\MVP\41267 _l.LTR
~ .
"
Resolution 95-7 - Contiwmd. DISC~BRnFICATE September 12, 1995
PLEASE TYPE OR PRINT ALL INFORMATION
erson filing deed must attach $10 fee payable to county recorder.
PROPERTY DESCRIPTION
s.
'- 0+ z. J BIb (k ,) c;, lde,", ~; It..8
, ,
W~d- 021)4. RdcM-iQiy
r '
Attach a legal description of property If the property does not have a lot number, block number and addition name.
COUNTY LOT NUMBER BLOCK NUMBER ADDITION NAME .
Henn-epl r'\ 2... a.r tde",- "-1 Us
. 1 ' j
STREET ADDRESS
Ut\a.S5'\ ned
CITY STATE ZIP CODE
COo \def\ V Cl , \ ~~ f'l\. ~
B. PROPERTY BUYER MAILING ADDRESS AFTER CLOSING
FIRST NAME MIDDLE INITIAL LAST NAME
COMPANY NAME (IF APPLICABLE)
SSD U~\ (
ADDRESS
Au e...
1=f:: f 2.. 0
CITY
flY, n ne~ \ ~)
C. CERTIFI ATION BY SELLER
I certify that the Information provi d on thi
STATE
~
ZIP CODE
Sse-{ lk.
TELEPHONE NUMBER
(Q l:t - 5'{ (; -8000
certificate Is accurate and complete to the best of my knowledge.
q//zlc;~
,
Date
D. CERTIFICATION BY BUYER
The buyer or person authorized to act on behalf of the buyer, must sign a Well Disclosure Certificate for all deeds given In fulfillment
of a contract for deed If there is a well on the property.
In the absence of a seller's signature, the buyer, or person authorized to act on behalf of the buyer may sign this well certificate no
signature is required by the buyer If the seller has signed above.
Based on disclosure Information provided to me by the seller or other available information, I certify that the Information on this certifi-
cate is accurate and complete to the best of my knowledge.
gnature of Buyer or Designated Representative of Buyer
Date
(over)
ORT Form 3781
..
Resolution 95-7 - ContinuecfWELL ~AftM*TIPN' .
. PLEASE TYPE OR PRlfJrAlL INFORMATION
September 12, 1995
Fill outs separate well Information page if more than three wells are located on the property.
L LOCATION-M ~
v UNTY ~UARTER SECTION NUMBER TOWNSHIP NUMBER
Henn~p',t\ ~tlN?3h:~+ L/ /17
RANGE NUMBER
~/
WELL STATUS
YEAR WELL WAS SEALED (IF KNOWN)
WEU IS: 0 IN USE (1) 0 NOT IN USE (2) 0 SEALED BY LICENSED WELL CONTRACTOR (3)
WELL LOCATION ft
COUNTY
~nn~~tf'\
M.tu
QUARTER
&auYJ +
-I---V
SECTION NUMBER
TOWNSHIP NUMBER
RANGE NUMBER
1/7
-<
WELL STATUS
YEAR WELL WAS SEALED (IF KNOWN)
WELL IS: 0 IN USE (1) 0 NOT IN USE (2) 0 SEALED BY LICENSED WELL CONTRACTOR (3)
WELL LOCATION
COUNTY
SECTION NUMBER
TOWNSHIP NUMBER
RANGE NUMBER
<f
II
c:Jj
WELL STATUS
eL IS: 0 IN USE (1)
YEAR WELL WAS SEALED (IF KNOWN)
o NOT IN USE (2)
o SEALED BY LICENSED WELL CONTRACTOR (3)
SKETCH MAP - Sketch the location of the welllsl and include estimated distances from roads. streets and buildings.
IF MORE THAN ONE WELL ON PROPERTY, USE THE WELL LOCATION NUMBER ABOVE TO IDENTIFY EACH WELL
5 ~'C ~J 4(tt ~ 'f'd
" .
'~" '
.
Information provided on this form is classified as public information under Minnesota Statutes, Chapter 13.
G..
:. Resolution 95-7 - Continued
EXHIBITi .
9/IJ 9S"
September 12, 1995
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