97-07 HRA Resolution
.
.
.
Resolution 97-7
April 29, 1997
Commissioner Anderson introduced the following and moved its adoption:
RESOLUTION CONDITIONALLY APPROVING SALE OF
CERTAIN REAL PROPERTY IN THE
VALLEY SQUARE REDEVELOPMENT AREA - AREA A 1
(Valley Creek Development, L.L.C.)
WHEREAS, the Housing and Redevelopment Authority in and for the City
of Golden Valley (hereinafter "HRA") and the City Council for the City of Golden
Valley (hereinafter "City") have approved the Valley Square Redevelopment
- Plan; and
WHEREAS, the Valley Square Redevelopment Plan contemplates the
development of office uses in Area A-1; and,
WHEREAS, Valley Creek Development, L.L.C.(hereinafter referred to as
- "Developer") has made a proposal for the construction of three office buildings
totaling approximately 128,000 sq. ft.; 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 Valley Square Redevelopment Area; and
WHEREAS, the HRA has determined the use value of the real property
__contempla~ed by the Developer's proposal; and, -
WHEREAS, pursuant to Minnesota Statutes 9469.029, 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 in Exhibit B attached hereto
(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 9469.029;
2. The use of the Subject Property proposed by the Development
is reasonably within the overall guidelines of the Valley Square Redevelopment
Plan.-
Resolution 97-7 - Continued
April 29, 1997
. 3. The use value of the Subject Property is hereby established as
$4 per sq. ft.;
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 Valley Square Redevelopment Plan, sale of the Subject Property
to the developer at $4 per sq. ft. is appropriate.
BE IT FURTHER RESOLVED THAT subject to delivery by Developerto
the HRA Director on or before 4:00 PM on May 6, 1997, of the Letter of Credit
called for by Section 4.5 of the attached Redevelopment Agreement (Exhibit C),
then:
1. The sale of the Subject Property to the Developer on the terms
and conditions set forth in the development agreement attached hereto as
Exhibit C is hereby approved; and
.
2. The Chair of the HRA and the Director of the HRA are ~ereby -
authorized to execute the development agreement and any other 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 priv~te development
agreement. -
4. If the delivery of such letter of credit is not made to the HRA
Director as required above, this approval, authorization and authority granted
hereby is null and void.
.
Motion for the option of the foregoing resolution was seconded by
Commissioner Micks; and upon a vote taken thereon, the following voted in favor
thereof: Anderson, Johnson, LeSuer and Micks; the following was absent
Russell; and the following voted against the same: none, whereupon said
resolution was declared duly passed and adopted, signed by the Chair and her
signature attested by the Director.
.
Resolution 97-7 (Con't.)
EXHIBIT A
April 29, 1997
PLEASE PUBLISH IN YOUR ISSUE DUE OUT APRIL 16, 1997
NOTICE OF PUBLIC HEARING
(APPROVAL OF SALE OF CERTAIN REAL PROPERTY TO
VALLEY CREEK DEVELOPMENT, L.L.C.)
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, April 29, 1997,
at 7:00 PM and will then and there consider the sale and terms of sale for a tract
of approximately 8.5 acres located at the intersection of Golden Valley Road and
Wisconsin Avenue North, Golden Valley, Minnesota, to Valley Creek
Development, L.L.C. for redevelopment pursuant to Minnesota Statutes Section
469.029. The legal description is as follows:
.
Valley Creek P.U.D. No. 71, Lots 1 and 2, Block 1, and
Outlots A, B, C and D
The proposal is to construct three office buildings totaling approximately 128,000
sq. ft. All interested parties may appear in person or by counsel and be heard.
BY THE HOUSING AND REDEVELOPMENT AUTHORITY
/s/ William S. Joynes, HRA Director
.
.
.
.
Resolution 97-7 (Con't.)
EXHIBIT 8
April 29, 1997
VALLEY CREEK DEVELOPMENT, L.L.C. PRIVATE DEVELOPMENT AGREEMENT
THIS AGREEMENT, effective as of , 1997, is made
and entered into by and between THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body
corporate established and existing under Minnesota Statutes,
Section 469.001 et seq., with its principal offices at 7800
Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA") ,
and VALLEY CREEK DEVELOPMENT, L.L.C., a Minnesota limited
liability company, with its principal office located at 5000
Glenwood Avenue, Suite 225, Minneapolis, Minnesota 55422-5146
("Developer") .
WHEREAS, the HRA and the City of Golden Valley (the "City")
adopted the Valley Square Redevelopment..-Plan (the "Plan") in July
of 1978, and have since made certain amendments thereto, for the
purpose of redeveloping approximately 200 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 three office buildings, with approximately
40,500, 47,000 and 40,500 square feet, respectively, on a site in
the Redevelopment Area legally described in attached Exhibit A
(the "Development Property"), plus parking, a drainage system and
drainage pond, and certain other improvements (the "Project");
and
WHEREAS, the HRA, after public hearing, has approved the
Project as being consistent with the pro~isions 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:
.
.
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
TABLE OF CONTENTS
Article I - Definitions
1.1.
Definitions
Article II - Representations 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.
Marketable Title
Survey, Replatting and Soil Analysis
Real Estate Taxes and Special Assessments
Deed
Recording
Use
Condemnation
Article IV - Construction of Improvements
4.1.
4.2. -
4.3.
4.4.
4.5.
4 . SA.
Construction of Improvements
Commencement and Completion of Construction
Certificate of Completion
Deposit and Reimbursement of HRA Expenses
Letter of Credit
Escrow Account (Optional)
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 HRA
7.1.
7.2.
7.3.
7.4
Sale of Development Property
Limitations on Financial Undertakings
of the HRA
HRA to Maintain Existence
HRA's Option to Terminate
. Article VIII - Mortqage Financinq
8.1.
8.2.
8.3.
Approval of Mortgage
Notice of Default; Copy to Mortgagee
Mortgagee's Option to Cure Defaults
2
Page
4
6
7
8
9
10
10
10
11
11
11
11
12
13
13
14
15
15
16
18
18
19
19
19
20
20
.
.
.
Resolution 97-7 (Can't.)
8.4.
8.5.
EXHIBIT B
April 29, 1997
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 of Development Property
B Assessment Agreement
B-1 Legal Description
B-2 Assessor's Certification
B-3 Minnesota Statutes, Section 469.177, Subd. 8
C Certificate of Completion
D Development Plans
E Limited Warranty Deed
F Guaranty
G Escrow Agreement
3
21
22
22
23
23
24
25
25
25
25
25
26
26
26
26
26
26
27
27
27
27
28
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a
different meaning clearly appears from the context:
"Aoreement" means this Private Development Agreement by and
between The Housing and Redevelopment Authority in and for the
City of Golden Valley, Minnesota, and Valley Creek Development,
L.L.C., a Minnesota limited liability company, as the same may be
from time to time modified, amended or supplemented.
"Assessment Aoreement" 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 469.177r-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.
.
"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-4.4 of this Agreement upon satisfactory completion of the
Improvements.
"Citv" means the City of Golden Valley, Minnesota.
"Closino Date" means the date upon which HRA conveys the
Development Property to Developer, which shall be immediately
prior to the final P.U.D. approval from the City, and which the
Parties expect to be on or about June 17, 1997.
"County" means the County of Hennef>in, Minnesota.
"Developer" means Valley Creek Development, L.L.C., a
Minnesota limited liability company, and its successors and
assigns under this Agreement.
.
"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
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. The Development Plans also
include the drainage system and drainage pond to be constructed
by Developer on the Development Property. The Development Plans
4
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
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.
"Development Propertv" 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 the Adjacent Parcel, 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.
"Holder" means the owner of the First Mortgage.
"HRA" means The Housing and Redevelopment Authority in and
for the City of Golden Valley.
"Improved Parcel" means the Development Property and the
completed Improvements on the Development Property.
"Improvements" means three separate office buildings
containing a minimum of 40,500 square feet, 47,000 square feet
and 40,500 square feet, respectively, plus parking for a minimum
of 548 cars, plus all other improvements, including fixtures and
equipment, to be constructed by Developer upon the Development
Property pursuant to this Agreement, as such improvements are
defined in the Development Plans. The term "Improvements" also
includes the drainage system and drainage pond to be constructed
by Developer on the Development Property, 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
disbursements of counsel) incurred in the collection of such
proceeds.
"Parties" means the HRA and Developer.
"Party" means either the HRA or Developer.
"Plan" means the Valley Square Redevelopment Plan, adopted
by the City and the HRA in July of 1978, and as amended through
the date hereof.
"Proiect" means the construction and operation of the
Improvements by Developer on the Development Property and the
Adjacent Parcel pursuant to the terms of this Agreement.
5
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
"Purchase Price" means the sum of $4.00 per square foot of
the Development Property.
"Redevelopment Area" means the approximately 200 acres
located in Golden Valley, Minnesota that are subject to the Plan.
"State" 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 labor disputes,
unusually severe or prolonged bad weather, acts of God, fire or
other casualty, injunctions, or other court or administrative
orders.
ARTICLE II
Representations and Warranties
Section 2.1. Representations and Warranties bv the HRA. The
HRA represents and warrants that:
(a) The HRA has the power to enter into this Agreement
and carry out its obligations hereuQder.
. .
(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.
6
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
.
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.
Section 2.2. Reoresentations and Warranties bv Develooer.
Developer represents and warrants that:
(a) Developer is a limited liability company duly
organized under Minnesota law and in good standing under the
laws of the State.
(b) Developer is not in violation of any provisions in
its organizational documents, 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 this Agreement is
and shall remain binding and enfor~eable 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
organizational documents, 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.
(e) There are no legal proceedings pending, or known
to be threatened or contemplated, tq 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.
7
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
.
(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.
ARTICLE III
Title and Other Matters
Section 3.1. Marketable Title. ~he 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 oth~r liens; and for all
special assessments, levied, pending (a~proved 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
upon the 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 60 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
8
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
Agreement by giving written notice thereof to the HRA. The
Closing Date shall be extended to the extent necessary during the
60-day period.
Section 3.2. Survey. Replattinq and Soil Analvsis. The HRA
shall, within a reasonable time after the execution of this
Agreement, obtain from a registered land surveyor a boundary line
survey 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 also plat or replat the Development Property where
determined necessary by the City for the purpose of simplifying
future descriptions and to obviate the need for future references
to the Plan. Developer agrees to sign any new plat if necessary.
The completion of such surveying and platting by the Parties
shall be a condition of closing. Developer agrees to reimburse
the HRA at the closing for one-half of-~he HRA's reasonable
out-of-pocket costs for such surveying and platting of the
Development Property.
The Parties have entered, or promptly will enter, into an
Access Agreement permitting Developer to go on the Development
Property to perform a reasonably complete structural and
environmental soil analysis of the Development Property. In the
event Developer reasonably determines, based upon the results of
the soil analysis, 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
substances or toxic waste on the Development Property, Developer
shall have the option of terminating this Agreement pursuant to
Section 12.1(d), provided that any such termination must occur by
May 15, 1997.
The HRA agrees, at its expense, to remove any underground
storage tanks discovered by Developer on the Development
Property, and to remediate any hazardous substances,
contaminants, or pollutants associated with any tanks discovered
by Developer on the Development Property~ Developer shall give
the HRA prompt written notice of its discovery of any sucn tanks,
and shall cooperate fully with the HRA in the HRA's removal
and/or remediation actions, and the HRA's application for
reimbursement under the Minnesota Petro Fund law or similar laws.
The HRA's obligations under this paragraph shall terminate with
respect to any tanks for which it has not received written notice
within one year of the Closing Date. The HRA shall remove any
such tanks, and remediate any associated hazardous substances,
contaminants, or pollutants, in compliance with the requirements
of the Minnesota Pollution Control Agency. The HRA shall not be
required to take any action under this paragraph not required by
the Minnesota Pollution Control Agency. Developer shall not be
entitled to reimbursement or indemnity from the HRA, or for any
recovery the HRA obtains under the Minnesota Petro Fund law or
similar laws, or for any action which the HRA is required to
perform under this paragraph, unless the HRA has failed to take
9
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
such action within a reasonable time, or otherwise failed to
perform its obligations under this paragraph.
Except as provided in the prior paragraph, the HRA makes no
representation or warranty, express or implied, concerning the
presence on, in or under the Development Property of any
hazardous substances, contaminants, pollutants or toxic waste,
and the HRA disclaims any and all liability and responsibility to
Developer in connection therewith.
Section 3.3. Real Estate Taxes and Special Assessments.
The HRA represents that no property taxes are due and payable on
the Development Property in 1997. 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 the Closing Date.
Section 3.4. 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
E (the "Deed"). The Deed shall be subject to the restrictions,
reservations and encumbrances of record, if any, 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 Asse~sment Agreement, except
where expressly provided in such agreements. Except as provided
in Section 3.1, 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
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.
Section 3.5 Recording. Developer shall cause the title
insurance company to promptly file the Agreement, the Deed, the
Assessment Agreement and the Easement in the office of the
10
e.
e
e
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
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 3.6 Use. From the Closing Date through February
1, 2006, Developer shall devote the Development Property only to
use as office buildings, 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 amendmen~_of the Plan.
Section 3.7 Condemnation. In the event that title to and
possession of the Improvements to the Development' Property 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 February 1, 2006, 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 Improvements to the extent practicable (or, in
the event only a part of the Improvements have been taken, then
to reconstruct such part) upon the Development Property.
ARTICLE IV
Construction of Improvements
Section 4.1. Construction of Imprevements. 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
City 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.
Section 4.2. Commencement and Completion of Cons.truction.
Developer shall commence construction of the eastern building
with 40,500 square feet immediately after the Closing Date, and
shall complete 100 percent of the eastern building and the
related ~mprovements, as a percentage of market value, by January
2, 1998. Developer shall commence construction of the center
building with 47,000 square feet within six months after the
Closing Date, and shall complete 100 percent of the center
11
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
building and the related Improvements, as a percentage of market
value, by January 2, 1999. Developer shall commence construction
of the western building with 40,500 square feet within 12 months
after the Closing Date, and shall complete 100 percent of the
western building and the related Improvements as a percentage of
market value, by January 2, 1999. 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 Developer
and approved by the HRA.
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 request~d 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 HRA 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 or the Adjacent Parcel
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.
Section 4.3. Certificate of Completion.
(a) Promptly after completion of the Improvements in
accordance with the provisions of this Agreement, the HRA
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 Certifi~ate 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
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.
12
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
Section 4.4. Deposit and Reimbursement of HRA Expenses.
Developer has previously deposited $20,000 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 HRA may commingle the Deposit with its other funds for
purposes of investment and reinvestment. 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 July 1, 1997, 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 February 1, 1997 and August
1, 1997, or, if earlier, the date of termination of this
Agreement, subject to a maximum of $20,000. 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 July 1, 1997,
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. This Section 4.4 shall survive
the termination of the remainder of this Agreement.
The Reimbursement Agreement dated March 3, 1997, between the
Parties is hereby terminated, except Sections 2 and 4, which
shall continue, to the extent not inconsistent with this
Agreement, indefinitely.
Section 4.5. Letter of Credit. On the date hereof,
Developer has delivered to the HRA, at D~veloper's sole cost and
expense, an irrevocable letter of credit in the amount of- .
$150,000, issued by a reputable bank and in a form previously
approved by the HRA, which shall secure Developer's obligations
under this Agreement and the Assessment Agreement. On the
Closing Date, Developer shall increase the amount of the letter
of credit to $850,000. Upon issuance of a certificate of
occupancy for the first building completed, the amount of the
letter of credit shall be reduced to $650,000. Upon issuance of
a certificate of occupancy for the second building completed, the
amount of the letter of credit shall be reduced to $450,000.
Upon issuance of the Certificate of Completion, the amount of the
letter of credit shall be reduced to $250,000 for a 24-month
period. In lieu of a letter of credit following issuance of the
Certificate of Completion, Developer may deliver to the HRA a
personal guaranty in the form attached as Exhibit F (the
"Guaranty"), signed by an individual or individuals with a
combined net worth of not less than $5,000,000, which guarantees
13
Resolution 97-7 (Can't.)
EXHIBIT B
Apri/29, 1997
.
all of Developer's obligations under this Agreement and the
Assessment Agreement, subject to a maximum of $250,000 plus costs
of enforcement, for 24 months following issuance of the
Certificate of Completion.
Any letter of credit provided under this Section shall
provide for expiration or maturity in not less than one year, or,
if earlier, on February 1, 2006. At least 30 days prior to the
expiration or maturity of any letter of credit provided under
this Section, Developer shall provide the HRA with a replacement
letter of credit. In the event Developer fails to deliver any
replacement letter of credit, Developer shall be in default
hereunder with no opportunity to cure and the HRA may immediately
draw upon any letter of credit then in effect.
.
Any letter of credit provided under this Section shall
permit the HRA to draw upon it or cash-it for the full face
amount thereof, in the Event of Default as defined in Section
10.01 hereof (but only after the expiration of any period to cure
provided in Section 10.2), or immediately in the event Developer
fails to comply with any obligation stated in this Section with
respect to replacement letters of credit. The HRA's rights with
respect to the letter of credit provided under this Section shall
not limit any other remedy to which it is entitled under this
Agreement or at law or equity, except to the extent that the
HRA's damages are reduced by its recovery under the letter of
credit.
4.5A. Escrow Account. On the date hereof, the Parties have
executed an Escrow Agreement with First Bank St. Paul in the form
attached as Exhibit G funded by Developer in the amount of
$150,000, which shall secure Developer's obligations under this
Agreement and the Assessment Agreement (the "Escrow Account") .
On the Closing Date, Developer shall increase the amount in the
Escrow Account to $850,000. Upon issuance of a certificate of
occupancy for the first building completed, the amount of the
Escrow Account shall be reduced to $650,000. Upon issuance of a
certificate of occupancy for the second guilding completeq, .the
amount of the Escrow Account shall be reduced to $450,000. Upon
issuance of the Certificate of Completion, the amount in the
Escrow Account shall be reduced to $250,000 for a 24-month
period. In lieu of the Escrow Account following issuance of the
Certificate of Completion, Developer may deliver to the HRA a
personal guaranty in the form attached as Exhibit F (the
"Guaranty"), signed by an individual or individuals with a
combined net worth of not less than $5,000,000, which guarantees
all of Developer's obligations under this Agreement and the
Assessment Agreement, subject to a maximum of $250,000 plus costs
of enforcement for 24 months following issuance of the
Certificate of Completion.
.
14
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
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 HRA 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 $2,632,500 on
January 2, 1998 (for taxes payable in 1999) and a market value of
no less than $8,320,000 on January 2, 1999, and January 2 of
every year thereafter until February I, 2006 (for taxes payable
in 2000 and subsequent years), increased in 1999 and subsequent
years by the amount of $65.00 for each gross square foot of
building improvements on the Development Property in excess of
128,000 gross square feet, and decreased in 1998 and subsequent
years by the fair market value of any portion of the Improvements
on the Development Property taken in condemnation or by the power
of eminent domain for which reconstruction is impracticable as
provided in Section 3.8, and by Developer's cost for any portion
of the unimproved Development Property 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, before any fine, penalty, interest or cost may be
added thereto for the nonpaYment thereof, all real estate taxes,
assessments, water, sewer and other charges, which become due and
payable on or before February I, 2006 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 property contained on the Development Property
shall be strictly subject to the restrictions contained in the
Assessment Agreement.
.
15
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
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,
and, from time to time at the request of ~he HRA, 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 Basis", 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 ~mprovements 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
policYi
.
(ii) Comprehensive general liability insurance
(including operations, contingent liability, operations
of subcontractors, completed operations and contractual
liability insurance) together with an Owner's and
Contractor1s 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 HRAi 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 policy or change affecting the coverage thereunder.
.
(b) Upon completion of construction of the
Improvements and prior to February I, 2006, 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
sha~l furnish proof of the payment of premiums on insurance
as follows:
16
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
.
(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 $100,000. No
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 th@ 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 ~espective 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.
17
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
e.
(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
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 he 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
e
Undertakinqs of the HRA
Section 7.1. Sale of Development Property. 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 actions:
(a) Sale of the Development Property to Developer
pursuant to the Deed on the Closing Date.
(b) Use its best efforts with the City so that the
Improvements may constitute a permi~ted use under the zoning
ordinance of the City. - . .
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
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;
e
(b) No Event of Default has occurred and is then
continuing beyond the cure period provided in Section 10.2;
(c) The HRA and Developer have received all necessary
approvals from the City, the County Assessor and other
authorities to implement this Agreement; and
18
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
(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;
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 HRA.
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 by any public
body succeeding to its powers.
Section 7.4. HRA's Option to Terminate. This Agreement may
be terminated by the HRA by written nOGice to Developer if the
HRA is in compliance with all material terms of this Agreement
and Closing has not occurred by July 1, 1997; provided, however,
that termination of this Agreement pursuant to this Section 7.4
shall not affect the rights of the HRA to institute any action,
claim or demand for damages suffered as a result of breach of the
terms of this Agreement by Developer.
ARTICLE VIII
.
Mortqaqe Financinq
Section 8.1. Approval 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.
.
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 or the Adjacent Parcel
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 the Adjacent Parcel or any portion
thereof to any use, or to construct any improvement, other than
those uses or improvements permitted by this Agreement. Further,
19
.
.
.
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
any party who obtains any interest in all or any portion of the
Development Property or the Adjacent Parcel 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 Option t~ 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 for~closure 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
and the Adjacent Parcel. If the Holder enters into 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 and the
Adjacent- Parcel 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.
20
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
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 or the
Adjacent Parcel, except as permitted in the Agreement.
Section 8.4. HRA's Ootion to Cure Default on Mortqage. Any
Mortgage executed by Developer with respect to the Development
Property or the Adjacent Parcel, 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 cur; any such default which
occurs prior to issuance of the Certificate of Completion. The
HRA shall have a period of 45 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
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 HRA in curing
such default. Interest shall accrue on any amounts due the HRA
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 HRA, subordinate to the lien
of any First Mortgage.
21
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
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 or the Adjacent Parcel 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
HRA 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
HRA.
ARTICLE IX
Restrictions on Transfer: I~demnification
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
discretion.
After the Certificate of Completion has been issued by the
HRA, but prior to February 1, 2006, this Agreement and
Developer's interest 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 Easements and the Plan, a~d not to sell, transfer,
mortgage or otherwise assign any portioR of the Development .
Property except as permitted herein. In the event of a transfer
pursuant to this paragraph, Developer shall be released from any
obligation or liability hereunder to the extent of the interest
purchased.
After the Certificate of Completion has been issued by the
HRA, but prior to February 1, 2006, this Agreement and
Developer's interest in the Development Property (or any part
thereof) may be sold, transferred or conveyed 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 Assessment Agreement, and the
Easements.
The Parties agree that the terms and conditions hereof run
with the land and shall be binding upon their successors and
22
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
.
assigns. The Parties also agree that nothing contained in this
Section 9.1 shall be deemed to prevent the leasing of the
Improvements.
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 Developer, 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 or
otherwise perform on the Closing Date.
(b) After the Closing Date and until February 1, 2006,
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 on the
Development Property and the Adjacent Parcel pursuant to the
terms, conditions and limitations of Article IV of this
Agreement.
. .
(d) Until February 1, 2006, 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
23
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
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 90
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 Section 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.
(c) If the 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, cancel the Easement Agreement, 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 Development Property 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 ~rom any security provided by Developer)
including but not limited to taxes, assessments, utility
charges, paYments made to discharge any encumbrances or
24
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
liens, reasonable attorneys' fees and expensesi second to
the Holder of a First Mortgage to the extent of the unpaid
mortgagei 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' expenseSi
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 performance 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 Implied bv One Waiver.
In the event any agreement contained in this Agreement should be
breached by any Party 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.
ARTICLE XI
. .
Additional Provisions
Section 11.1. Eaual Employment Opportunity. 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 Speculation. 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
speculat~on in land holdings.
Section 11.3. Titles of Articles and Sections. Any titles
of the several parts, Articles and Sections of the Agreement are
25
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
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 Developer, is addressed to or
delivered personally to Developer at 5000 Glenwood Avenue,
Suite 225, Minneapolis, Minnesota 55422-5146; 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 GGlden 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 55402-4331.
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. Counteroarts. This Agreement may be executed
in any number of counterparts, each of which shall constitute one
and the-same instrument.
Section 11.6. Modification. If the HRA is requested by the
Holder of a First Mortgage or by a prospective Holder of a
prospective First Mortgage to amend or supplement this Agreement,
or to subordinate its interest therein, the HRA will, in good
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 Minnesota. 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 February 1, 2006. This Agreement shall survive the Closing
Date and the HRA's delivery of any Deed to Developer.
26
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
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 Agreement
Section 12.1. Developer's Options 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;
(b) Closing has not occurred by July 1, 1997, unless
extended by the Parties;
(c) If Developer's title obje;tions 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 May 15, 1997, 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 substances 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
27
.
.
.
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
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 Developer 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
:LD~~
VALLEY_:REE~ D~J~MENT,
By - ;;:Jtf;t;<</f...
~s .4 ~j;?(
L.L.C.
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
The
day of
AUTHORITY IN AND
organization.
. fv,M
instrument was acknowledged before me this ~
, 1997, by pI IJ 'IW ~ hllSO }'\ , ;y-ft.e.,
o THE HOUSING AND REDEVELOPMENT
FOR THE CITY OF GOLDEN VALLEY, on behalf of the
.
.
.nmnH A. NALLY I
NCnMY.............
. HENNEPIt COUNTY
.., co..11111I ExpIrtI_II. 2000
.
28
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
.-,2r.#
The foregoing instrument was acknowledged before me this ~~
day of ~. ~ \ , 1997, by ~('o....."\.."- ~i "-Ir1-'\<'> r , a
e....\.....J {\t'l'uI\..A. ~ of Valley Creek Development, L. L. C., a
Minneso~a limit liability company, on behalf of the
organization.
DRAFTED BY:
Gf~rR--~~.
. . JEAN D. HUWE
...~~~.:.~~:,I
~~ .. ---........- ~Ji.....'\.~h,,'\..~..-,_~~.
Best & Flanagan
4000 First Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
CCB\Golden.Agr\43644
. .
29
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
EXHIBIT A
LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
Lots 1 and 2, Block 1, and Outlots A, B, C and D, Valley Creek
P.U.D. No. 71, in Hennepin County, Minnesota.
.. .
A-1
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
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 Valley Creek
Development, L.L.C., a Minnesota limited liability company (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 Valley Creek
Development, L.L.C. Private Development Agreement between the
parties dated as of , 1997, with respect to which
any real estate taxes, or taxes in lieu thereof which are levied
or assessed and payable by the Develop~r, shall be assessed to be
of a market value of no less than $2,632,500 on January 2, 1998
(for taxes payable in 1999) and a market value of no less than
$8,320,000 on January 2, 1999 and January 2 of every year
thereafter until February 1, 2006 (for taxes payable in 2000 and
subsequent years), increased in 1999 and subsequent years by the
amount of $65.00 for each gross square foot of building
improvements in excess of 128,000 gross square feet, and
decreased in 1998 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 Development Property taken in
condemnation or by the power of eminent domain (the "Assessor's
Minimum Market Value") .
Commencing with taxes payable in the year 1999 and thereafter
during the term of this Assessment Agreement, the Developer shall
not seek a reduction of the market value of the Development
Property for property tax purposes below the Assessor's Minimum
Market Value stated above, regardless of_actual market values
which may result from incomplete constrHction of improvements to
the Development Property, 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 Development
Property by 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 (the "Statute"). 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
a portion of the Development Property from the HRA to the
Developer.
B-1
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
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 February 1, 2006.
IN WITNESS WHEREOF, the parties have caused the execution of
this Assessment Agreement as of this day of
1997.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
GOLDEN VALLEY
By
Its
By
Its
VALLEY CREEK DEVELOPMENT, L.L.C.
By
Its
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
The foregoing
day of
instrument was acknowledged before me this
, 1997, 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 97-7 (Con't.)
EXHIBIT B
April 29, 1997
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this
day of , 1997, by , a
of Valley Creek Development,L.L.C., a Minnesota
limited liability company, on behalf of the organization.
Notary Public
DRAFTED BY:
Best & Flanagan
4000 First Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
B-3
Resolution 97-7 (Can't.)
.
.
.
EXHIBIT B
April 29, 1997
EXHIBIT B-1
LEGAL DESCRIPTION
(to be supplied)
B-4
.
.
.
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
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 c~y 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 Valley Creek Development,
L.L.C. 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 such land and improvements upon
completion shall not be less than $2,632,500 on January
2, 1998 (for taxes payable in 1999) and a market value
of no less than $8,320,000 on January 2, 1999 and
January 2 of every year thereafter until Februa~ 1,
2006 (for taxes payable in 2080 and subsequent years),
increased in 1999 and subsequent years by the amount of
$65.00 for each gross square foot of building
improvements on the Development Property in excess of
128,000 gross square feet, and decreased in 1998 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, and by the cost for any unimproved
portion of the Development Property taken in
condemnation or by the power of eminent domain.
Dated
, 1997.
Director of Property Taxation
Hennepin County, Minnesota
B-5
.
.
.
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
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 VALLEY
CREEK DEVELOPMENT, L.L.C., a Minnesota limited liability company,
("Developer"), previously entered into the Valley Creek
Development, L.L.C., Private Development Agreement (the
"Agreement"), recorded in the Office of the County Recorder in
and for the County of Hennepin and State of Minnesota, as
Document Number , for the following described property:
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
covenanEs 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 the provisions for forfeiture of title and right
to re-entry by the HRA for breach of such covenants, and the
letter of credit 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 f~ling of this ins~rument.
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 97-7 (Can't.)
EXHIBIT B
April 29, 1997
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF GOLDEN VALLEY
By
Its
And
Its
STATE OF MINNESOTA
S$.
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this
day of , 19__, by
, respectively the
of The Housing and Redevelopment Authority
of Golden Valley, on behalf of the Authority.
and
and
in and for the City
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Best & Flanagan
4000 First Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
.. .
C-2
.
.
~
1-4
~
~
~
.
. I
~d 3:)~ ~~~:)~^ I.' ;,: ~a: ~
..uarwo-waa CS8OoIOlW iIJ I ~
I Il~1
I I I I I I I I I I !' pm
~~~~~~~~~.. p;:
~
~
U
~
o
~~ ~
~o
~
Uft
~~
~~
I ~ ~
I Iii li~ d
I ~i Iii iii I~
. @--@ @
I
I
Ii
I~
Ai
se
.
Q
~
~
=:l
.
~
.
)ll:I't d 301::1::10 )l33l:10 ).3"'''''1 ^
,Y. araH::l8 - DNCTJnB J.SY3
..
"
I
___._m__~ __..
.. I~
:
I
I
)
---
~.
-
......
..
"
__l
L
G~
~
"
!!
!!
::!
:!
!
=
:!
..
r-
I
I
I
I
~~~ ~~-~-- _n_ __1___ -
---G-
"
VJ.OEliiNIIM 'A3TIYA
---~-+--~~-
I
~.
.J
::
!
;:;
N
N
;:
!
R
---------l;;;=--"'- ---
i ~- -
_: I
I
, ,
- .... ~. .... -"1' I
I
cb ...... @ 0
e
d <( II
C\I pi
~ a..
<~
<~
.
.
~
=
~
~
~
. 0-
..
lit
..
lit
11m
I I '11g
, , , , , , , , " ,!ii:Ji
~~~~~~~~~~ .:Ji:
y.u:lS......AaT1YA IrA! ~ ~ <( 11
)I~\fd 301~~O ~~=_~'.: iiIitF, i l i! ~ ~ F
____. __!. _ __. _ ..n_jn_g_ . .....=€. n .- .~. . ~
---,......-----~- ---------~~--- _._-~--~._-~._-_._- -~~_.- . . ---:------
-=- -. -------~=~~:-= =~=-~~l=:=== ---=:~-. . - _- .-
I~-!
--=----~_~_- - - - - -'-====r--.:::..:='
_____1 <~
-----t-
1
1
1
1
1
~.
~.
~.
~.
~.
--t--- -------- _..___L__
I I. I i ~ I
-- --~-l-------r---,. -----------
=.~~ .__=l -.'.t=~::;~~~~l:~-:--~~--~-:-~
I
---1----
I
-r
___I
I
~" ~... ~" ~"
I
~ I ~. ~. ~ i
,
6 e ~... @ I
G
1
<~
)I~"" d 3:>1:1:10 ~;=~:;".". ^ Ii.' ; I II ~ ~ ~
DNICT1InB .LSY3 ilifF' I ~
I ;I~g
I I I I I I I I I I i~ii:Jj
~~~o4lo4lo4l~o4lo4l~ · ~
.
.
I.
I~I
ila
;c
~
t:
=
it
~
I I
I il .
I II
.
.
.
Q
~
~
~
.
a
a a
e I
I I
i i
~ ~
a
a
Resolution 97-7 (Con't.)
EXHIBIT B
EXHIBIT D
April 29, 1997
-
.
---- ~~
~ / -
-
--
---, f--
f-,- a
f-i- I
30' -0" f-i- ll")
.,.,
t--- -
--
f-- - - I ~I I -,
- f--
tJ - 19
"\ I
. .
CONCRETE 0
I
SIDEWALK v
N
-:J ( r..L ) ( 9 ./'
-- ,/
20'-0" 120'-0" 24'-0" 18-0 /
--
- - 18 _0" . 24'-0" ,20-0 20 -0 . 24'-0"
I I I I . ----
62' _on 64'-0" I 62' -0" 35' -0" __ -
'I ------
-- I I --
-- !
. - - ' .-- ----
I t .-------- -
- - I
- - *
12 12 12 12 15 I
CI
-- I)
-- ) l J [ )
---
r
a
DROP-OFF AREA FOR I I
MEDICAL CLINIC .v
N ~
( e- I: j" {7 C~~--iJ {/' ;'( '\ /" ---
I rT I J.-l-I 1/ I
1..1) Ie I I I I I 1/ I
\>"e- ~ :,! )j ---
f- I--'
f- c=er--- LL
-
~I-T I I I I I I I I I I I 1\1 I I I I I I I I L
- I I I \I I LL
- ~ ........
I COVE RED~ )py I ,- ...-
f- <J
f- ~NCE CAN f- -
22 f- ENTR
- -
~ ~ f- ...y~....t."\ ~ .... t"E:. ~ u
f- - :2
- .. ~ n'" ~UT\...l ;;11 N~
9" >-- r-- i- -
( I I I I
. J I I , I BUILDING I-
"'" /1 - ~- EAST NoP.","" Mf:,M ~P.I.o.'-
- OP-OFF A I "-
-II III I I II f- nN"...a"'" E:..tol ,...,.'( -
4 STOR\/
f- .... ~ ~I.'" ''':' I
TRELLIS \ f- 4C ,500 ~ .F. ~
t- ~ . I
f-
CIl, I'IS' ~
'1 -t- It I- Iu. I
L
c
c
u
-
<:
~
4--/i /
Resolution 97-7 (Can't.)
EXHIBIT 8
EXHIBIT D
April 29, 1997
.
-'
~ /
-
I--
--- "\ I--
I-- 0 ~
l- I
30' -0" _ 1-1-- ';n
1-1-- I"')
I- -
-- - I ~~ -,
- l- f-
tJ -- 19
U " /
.
CONCRETE 0 .
I
SIDEWALK "<t"
N
l -t.. J ) (
- . V
--
v
-- /
f- - 18 -0-"-. 24'-0" 20 -0 20 -0" 24'-0" 20 -0 20 -0 . 24'-0" 18-0
'-- I , "I . ----
62' -0" 64'-0" 62 -0 35'-0. _ i-"
- -- ~
-
. -I-- .-- ----
~
-I- ~~
-f-
l-
I-- I
14 I-- 14 14 14 14 14 17 I
I-- el
\ -t-- ) ( ) V
I .
DROP-OFF AREA FOR Cl
I I V
MEDICAL CLINIC ':..T
N
~ I ~~ - - - i/T'"' I '" Z
5 "9 "91---,( /-1- 4 r\
"'1 I '" { LL
1I I I I I I I I I I (1T 1111111 ..-1 --
--'
- ~ Z
5 . I l- LL
U L t- >
I- <(
22 I--
~ I- ~ z
9'" I- if
Z
9'" l- e
r-- C
( I I . r f- " ~... . ~ ~ if
. ) I I r I EAST BUlL DING t- .,--1- 1 -r ~I<. 5
'"' Ll L_ I- ......"'"1'" ~ ~ . -, t-L c.
- OP-OFF /1 I- -..... ----.
,-, I I I I I I II I-
.., STOR' / I- HD fZ.-rH Mf;,,,^ P. ,'''-
TRELLIS \ = .... 11:;1'4 Ae.a .,. 6t--' ,. I
4C ,500 5 .F. f- f&..,.. -
I-- ~P-r'DN · e;:,' I
t- /_- .. "' A_' I
~ -.... ,
~
..4- /..
.
~
....,
30' -0" _
-
--
u
.-
22
~
Resolution 97-7 (Can't.)
EXHIBIT B
EXHIBIT D
/"
/
f-'-
f--
f--
f-r-
f-f-
-
--
--
o
I
If)
,.,.,
-
'--
...- 19
~'\
-
o
I
00
-
CONCRETE
SIDEWALK
.
o
I
v
N
-.L )
--
--
April 29, 1997
~~
-,
1./
(
"./
20~0 24'-0. 18-0 V
I 162'-0" I · 35'-0" _ _L----
--------
f-
24'-0" 20 -0 20'-0" 24'-0" )0-0
DROP-OFF AREA FOR
MEDICAL CLINIC
I '-r'\ /r-"o
"9 "91-f- '\.. I I /f-f-
I I I I I I I I I
( !'l
_ _ 18-0
62' -0"
64'-0"
f-
t-
-I-
'-
f-
14
t- 14
14
14
t-
\.
1
1
-I-
-
i
9"' f-
9'" - r--
( I I ~ I
. J I I rl
~ OP-OFFft- - ~-
;1111111111
TRELLIS
~
EAST BUILDING
I
-
~ STOR'
4C ,500 S .F.
--
--
f-.-
,r--
...-
_ L.-----
. -------
14
14
C-,
I
/
(
~
.
o
I ~ V
( /r\ ~
lll."IIIIIII..-1 Z
/ ~
<[
)4
- '-
T :=
~ dfii:.\
-w
-
Z
if
Z
C
C
if
:5
I
I
f-. V ~t:f GiP-+.J~)C...
f- -.-
f- ~-r 2>u, '- p, ,.J 1.#
f-.
f- NoP."'O-\ Mt.M.ol I~\...
- n.N~"'" frill T}2.. '" -
- OP'T'& oN ' ~'
f-. ~ 11~/q,
!
.. .
I ~ 40
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
EXHIBIT E
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
Valley Creek Development, L.L.C., a Minnesota limited liability
company ("Grantee"), real property in Hennepin County, Minnesota,
described as follows (the "Property"):
.
together with all hereditaments and appurtenances belonging
thereto. Grantor, for itself and its SHccessors 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 Valley Square
Redevelopment Plan adopted by Grantor in 1978, as amended (the
"Plan"), and any covenants, conditions, or restrictions contained
in the Valley Creek Development, L.L.C. Private Development
Agreement dated , 1997, 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, 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 February I, 2006,
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
construct the Improvements, 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
E-l
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
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 February I, 2006.
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 , 1997.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
GOLDEN VALLEY
By
Gloria Johnson
Its Chair
By
William S. Joynes
Its Director
E-2
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29. 1997
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this ____
day of , 1997, by Gloria Johnson 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
.. .
E-3
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
-.
EXHIBIT F
GUARANTY
FOR VALUABLE CONSIDERATION, and to induce THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY (the
"HRA") to extend credit and other accommodations to VALLEY CREEK
DEVELOPMENT, L.L.C., a Minnesota limited liability company,
("Developer"), ,
and ("Guarantors"), hereby
jointly and severally guarantee to the HRA the full and prompt
performance, when due, of all covenants, agreements, and
obligations of Developer under the Valley Creek Development,
L.L.C. Private Development Agreement dated as , 1997
(the "Development Agreement"), and the Assessment Agreement,
related thereto.
This Guaranty is absolute, unconditional, continuing and
irrevocable. This Guaranty is effective upon delivery to the HRA
without acceptance by the HRA and without any further act or
condition.
.
Guarantors waive notice, demand and opportunity to cure any
default by Developer, and any and all defenses, claims and
setoffs of Developer. The liability of Guarantors hereunder
shall not be affected by any extensions, renewals, modifications,
waivers, or releases granted to Developer, or by any other act or
thing other than performance in full by Developer under the
Development Agreement and the Assessment Agreement.
Guarantors shall payor reimburse the HRA for all costs and
expenses (including reasonable attorneys/ fees and expenses)
incurred by the HRA in enforcement of this Guaranty. Guarantors
shall not exercise or enforce any right of paYment, reimbursement
or subrogation available to them against Developer during any
period in which there is a default under the Development
Agreement or the Assessment Agreement.
. .
This Guaranty shall be binding upon Guarantors and their
heirs, representatives, successors and assigns and shall inure to
the benefit of the HRA and its successors and assigns. This
Guaranty may not be waived, modified, terminated or otherwise
changed except by a writing signed by the HRA. This Guaranty
shall be governed by the laws of the State of Minnesota.
This Guaranty shall terminate at such time as the Certificate
of Completion has been issued as provided in Section 4.3 of the
Development Agreement.
.
Notwithstanding any provision to the contrary contained
herein, Uuarantors' total combined liability under this Guaranty
shall be limited to $250,000, plus costs and expenses of
enforcement.
F-1
.
.
.
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
IN WITNESS WHEREOF, Guarantors have caused the execution of
this Guaranty this day of I 1997.
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN
On this day of
and
and acknowledged that they
their free act and deed.
I 1997,
personally appeared before me
executed the foregoing instrument as
Notary Public
. .
F-2
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
EXHIBIT G
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered
into this ___ day of , 19__, by and among
First Bank St. Paul (the "Bank"), Valley Creek Development,
L.L.C., a Minnesota limited liability company (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 Valley
Creek Development, L.L.C. 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 performanc~_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 the sum of
$150,000 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. On
the Closing Date, Developer shall increase the amount in the
Escrow Account to $850,000. Upon issuance of a certificate of
occupancy for the first building completed, the amount of the
Escrow Account shall be reduced to $650,000. Upon issuance of a
certificate of occupancy for the second building completed, the
amount of the Escrow Account shall be reduced to $450,000. Upon
issuance of the Certificate of Completion, the amount in the
Escrow Account shall be reduced to $250,000 for a 24-month
period.
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 ,.equal to the full value of the
Escrow Account, less accrued net' income payable to the Developer
p~rsuant to paragraph 6, as of t~e 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
descr~bed in Section 10.1 of the Development Agreement has
occurred and the specific Event of Default is identified:
(i) Failure by the Developer to pay the Purchase
Price or otherwise perform on the Closing Date;
G-l
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
.
(ii) After the Closing Date and until the Cert.ificate
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;
(iii) 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;
(iv) Until the Certificate of Completion has been
issued, failure by the Developer-to observe or perform
any material covenant, condition, obligation or agreement
on its part to be observed or performed under the
Development Agreement;
.
(v) Until the Certificate of Completion has been
issued, filing by the 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 the Developer'S property, or an assignment by the
Developer for the benefit of creditors;
(vi) Until the Certificate of Completion has been
issued, filing against the 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 the Developer's properties, if such proceeding
is not dismissed within 90 days after commencement
thereof;
(vii) Until the Certificate of Completion has been
issued, commencement by the Holder of any First Mortgage
(as defined in the Development Agreement) of foreclosure
in the event of a default in any of the terms' or
conditions of the First Mortgage;
(viii) Until the Certificate of Completion has been
issued, any merger, consolidation, liquidation,
reorganization or transfer of all or substantially all of
the Developer's assets;
.
(b) Such Event of Default has not been cured after notice
and within the time provided by Section 10.2 of the
Development Agreement; and
(c) The HRA is not then in default under the Development
Agreement.
G-2
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
.
At such time as the HRA delivers to the Bank the statement
required under this paragraph, it shall deliver a copy of such
statement to the Developer.
3. Upon delivery by the Developer of the Certificate of
Completion provided for in Section 4.3 of the Development
Agreement, the Bank shall distribute the balance of the Escrow
Account to the Developer. The Bank shall also distribute the
balance of the Escrow Account to the Developer upon the Bank's
receipt of a signed, written statement or statements from the
Developer and the HRA that the Development Agreement has been
terminated by the HRA or the Developer prior to the Closing Date
without an Event of Default by the Developer.
4. The Escrow Account shall be invested only in accounts or
instruments in which there is no risk of loss of principal and
from which amounts may be withdrawn at any time without any
penalties or charges.
5. The Developer and the HRA hereby designate the Bank as
escrow agent pursuant to this Agreement. The Developer agrees to
pay all of the Bank's fees in accordance with attached Exhibit A.
6. All interest and income earned on the Escrow Account
shall be paid quarterly, after subtraction by the Bank of any
. accrued expenses, to the Developer.
7. The HRA and the Developer agree that this Agreement shall
in no way infringe on or restrict the rights of the parties under
the Development Agreement.
8. The Bank is not a party to nor bound by any instrument
other than this Agreement and shall not be required to take
notice of any default or any other matter, nor be bound by, nor
be required to give any notice or demand, nor be required to take
any action whatsoever except as provided in this Agreement.
9. This Agreement shall be effective_on the date it is
executed by the parties hereto and shall remain in full force and
effect until the entire Escrow Account shall have been
distributed pursuant to this Agreement.
.
10. The Developer hereby agrees to indemnify and hold
harmless the Bank from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees, or charges of any character or nature,
which the Bank may incur or with which the Bank may be threatened
by reasons of its acting as escrow agent under this Agreement.
Notwithstanding the foregoing, it is specifically understood and
agreed that, in the event the Bank is found guilty of gross
negligence or willful misconduct or malfeasance in the exercise
of its responsibilities hereunder, the indemnification provisions
of this Agreement shall not apply.
G-3
Resolution 97-7 (Can't.)
EXHIBIT B
April 29, 1997
.
11. The Bank shall otherwise not be liable for any mistakes
of fact or for any acts or omissions of any kind unless caused by
its willful misconduct or gross negligence.
12. The Bank may resign upon 30 days' advance written notice
to the parties to this Agreement. If a successor escrow agent is
not appointed within such 30-day period, the HRA and the
Developer may appoint as successor a commercial bank located in
Hennepin or Ramsey County, Minnesota, having capital of at least
$50 million or petition any court of competent jurisdiction to
name a successor. If no successor can be found using the above
procedures, the Developer shall replace the Escrow Account with a
letter of credit in favor of the HRA in the amount then in the
Escrow Account, subject to reasonable terms which are usual and
customary for the type of obligations of the Developer under the
Development Agreement.
.
13. The Bank may employ such legal counsel and other experts
as it considers necessary for proper advice in connection with
this Agreement and shall incur no liability with respect to any
action taken or omitted in good faith upon the advice of such
counselor in the exercise of its best judgment or in accordance
with any notices, requests, waivers, consents, instructions and
other papers and documents which it believes to be genuine,
authorized or conforming.
14. The Bank shall not be bound by the provisions of any
other agreement heretofore or hereafter made between or among any
of the Developer, or the HRA or any other persons or of any other
agreement to which the Bank is not a signatory party.
15. In the event of a dispute with reference to the Escrow
Account, the Bank, at its option, may disregard any and all
notices and instructions given by any person and suspend the
performance of its obligations set forth in this Agreement and
may retain the Escrow Account, pending the resolution of the
dispute by final order of a court or in any other manner
satisfactory to the Bank. The Bank shall be entitled to rely on
any final order, judgment or other legal process which it. .
believes to be genuine and binding upon it. This Agreement is
for the mutual benefit of the Developer and the HRA and may not
be modified or terminated except as provided herein or except by
a writing signed by them and by the Bank.
16. All notices and other communications hereunder shall be
in writing and shall be either personally delivered or sent by
registered or certified mail, or by facsimile with original to
follow by registered or certified mail, as follows:
(a) To Bank:
.
G-4
.
.
.
Resolution 97-7 (Con't.)
EXHIBIT B
April 29, 1997
(b) To HRA:
Golden Valley HRA
Attention: William S. Joynes, Director
7800 Golden Valley Road
Golden Valley, MN 55427
Copy to:
Allen D. Barnard
Best & Flanagan
4000 First Bank Place
601 Second Avenue South
Minneapolis, MN 55402
(c) To Developer:
Valley Creek Development, L~~.C.
5000 Glenwood Avenue
Suite 225
Minneapolis, MN 55422-5146
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.
FIRST BANK ST. PAUL
By
Its
VALLEY CREEK DEVELOPMENT, L.L.C.
By
Its
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
GOLDEN VALLEY
By
Its
43644
G-5