98-04 HRA Resolution
Resolution 98-4
July 14, 1998
. Commissioner Anderson introduced the following and moved its adoption:
RESOLUTION CONDITIONAllY APPROVING SALE OF CERTAIN
REAL PROPERTY IN THE GOLDEN HillS REDEVELOPMENT AREA
(United Properties Investment Co.)
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 Golden Hill Redevelopment Plan; and
WHEREAS, the Golden Hills Redevelopment Plan contemplates the development of
office uses in the Central Area; and,
WHEREAS, Golden Hills Redevelopment Plan (hereinafter referred to as
"Developer") has made a proposal for the construction of an office building of a minimum
of 130,000 and an a maximum of 210,000 square feet; and
WHEREAS, The HRA has reviewed the terms of the proposal made by the
Developer and they appear to be reasonable and within the overall guidelines for
redevelopment of the Golden Hills Redevelopment Area as modified herein; and
.
WHEREAS, the HRA has determined the use value of the real property
contemplated by the Developer's proposal; and,
WHEREAS, pursuant to Minnesota Statutes ~469.029, 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 ~469.029; and
2. The use of the Subject Property proposed by the Development is
reasonably within the overall guidelines of the Golden Hills Redevelopment Plan; and
3. The use value of the Subject Property is hereby established as $5 per
square foot; and
.
.
.
.
Resolution 98-4 - Continued
July 14, 1998
4. In consideration of the restrictions on the sale and use of the Subject
Property imposed by Minnesota Statute 9469.029 and the restrictions imposed by the
Golden Hills Redevelopment Plan, sale of the Subject Property to the developer at $5 per
square foot is appropriate.
BE IT FURTHER RESOLVED that:
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 "B" is hereby
approved; and
2. The Chair of the HRA and the Director of the HRA are hereby 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 private development agreement; and
4. The Golden Hills Redevelopment Plan is hereby amended to the extent
that the Developer's proposal embodied in the private development agreement attached
hereto as Exhibit "B" so modifies it.
ATTEST:
Motion for the adoption 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 the following voted against the same: Micks; and the following was absent:
Bakken; whereupon said resolution was declared duly passed and adopted, signed by the
Chair and her signature attested by the Director.
Resolution 98-4 - Continued
July 14, 1998
.
EXHIBIT A
NOTICE OF PUBLIC HEARING
(APPROVAL OF SALE OF REAL PROPERTY AT 800 TURNER'S CROSSROAD SOUTH
TO UNITED PROPERTIES INVESTMENT CO. FOR REDEVELOPMENT)
NOTICE IS HEREBY GIVEN that the Housing and Redevelopment Authority (HRA)
of Golden Valley, Minnesota will meet at the Golden Valley City Hall, Council Chambers,
7800 Golden Valley Road, on Tuesday, July 14, 1998, at 7:00 PM and will then and there
consider the sale and terms of development of the property located at 800 Turner's
Crossroad South, which is north of Golden Hills Drive, west of Turner's Crossroad, south of
Laurel Avenue and east of Xenia Avenue, Golden Valley, Minnesota, to United Properties
Investment Co. for redevelopment pursuant to Minnesota Statutes Section 469.029. The
legal description of the property is as follows:
Tract A, Registered Land Survey No. 661, files of Register of Titles, County of
Hennepin, State of Minnesota
The proposal is to construct an office building of 130,000-210,000 sq. ft. and related
. parking. 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 98-4 - Con't.
EXHIBIT B
July 14, 1998
GOLDEN HILLS CENTRAL PRIVATE DEVELOPMENT AGREEMENT
THIS AGREEMENT, effective as of July 14, 1998, is made and entered into by and
between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY
OF GOLDEN V ALLEY, 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 UNITED PROPERTIES INVESTMENT
COMPANY, a Minnesota corporation with its principal office located at 3500 West 80th Street,
Suite 2300, Bloomington, Minnesota 55431 ("Developer").
WHEREAS, the HRA and the City of Golden Valley (the "City") adopted the Golden
Hills Redevelopment Plan (the "Plan") in Octobe.r of 1984, and have since made certain
amendments thereto, for the purpose of redeveloping approximately 100 acres located in the City
of Golden Valley (the "Redevelopment Area"); and
WHEREAS, the Redevelopment Area has been designated as a tax increment district
pursuant to applicable Minnesota statutes; and
WHEREAS, the Plan is intended to encourage private development of the
Redevelopment Area through various forms of government aid and financial assistance; and
WHEREAS, Developer has submitted to the HRA a proposal for the development of an
office building with between four and six floors and between approximately 130,000 and
210,000 square feet (the "Project"), on a site in the Redevelopment Area legally described in
attached Exhibit A (the "Development Property"); and
WHEREAS, as soon as reasonably feasible, the HRA shall acquire all of the
Development Property by quick take condemnation for sale to Developer for construction of the
Project; and
WHEREAS, the HRA, after public hearing, has approved the Project as being consistent
with the provisions of the Plan; and
WHEREAS, Minnesota Statutes, Section 469.029, requires the adoption of a
development agreement between the parties setting forth the mutual rights and obligations of the
parties in accordance with the provisions of the Plan;
NOW, THEREFORE, in consideration of the foregoing, and in consideration of the
mutual terms and conditions contained herein, the parties hereby agree as follows:
Resolution 98-4 - Con It.
.
ARTICLE I
ARTICLE II
ARTICLE III
.
ARTICLE IV
ARTICLE V
.
ARTICLE VI
EXHIBIT B
July 14, 1998
TABLE OF CONTENTS
Page
Definitions.............................. .......................................................................1
Section 1.1. Definitions .........................................................................1
Representations and Warranties......................... ...........................................3
Section 2.1. Representations and Warranties by
the HRA .............................................................................3
Section 2.2. Representations and Warranties by
Developer................................. ..........................................4
Title and Other Matters. .... ............................................................................5
Section 3.1. Marketable Title .................................................................5
Section 3.2. Preliminary Activities ........................................................6
Section 3.3. Acquisition of the Development Property .......................7
Section 3.4. P. U.D. Approval............................................................... 7
Section 3.5. Closing ............................................................................... 7
Section 3.6. Recording......................................... .......... ........................8
Section 3.7. Real Estate Taxes and Special.............................................
Assessments.............. ...... ..................................... .....8
Environmental Matters............... .......... .............................8
Use ....................................... ...........................................8
Condemnation.................................................................... 9
Section 3.8.
Section 3.9.
Section 3.10.
Construction of Improvements................................ ..................... ............... 9
Section 4.1. Construction of Improvements ..........................................9
Section 4.2. Commencement and Completion of ....................................
Demolition and Construction...... ................. ......................9
Certificate of Completion ................................................10
Deposit and Reimbursement ofHRA
Expenses....... ................ ............. ............................... .:.:....10
Completion Letter of Credit.............................................ll
Section 4.3.
Section 4.4.
Section 4.5.
Assessment Agreement and Payment of Taxes ..........................................12
Section 5.1. Execution of Assessment
Agreement............................. ..... ............. ......... ......... ...... .12
Section 5.2. Payment of Taxes, Assessments,
Etc. ............................. ...... ............... ................ ..... .........12
Section 5.3 Extension of Dates ...........................................................13
Insurance........ ............................. ........................... ........ .............................13
Section 6.1. Insurance ..........................................................................13
11
Resolution 98-4 - Con't.
.
ARTICLE VII
ARTICLE VIII
ARTICLE IX
ARTICLE X
.
ARTICLE XI
ARTICLE XII
.
EXHIBIT B
July 14, 1998
Undertakings of the HRA ...........................................................................15
Section 7.1. Sale of Development Property......................................... 15
Section 7.2. Limitations on Financial Undertakings of the HRA........15
Section 7.3. HRA to Maintain Existence .......................~.....................16
Section 704. HRA's Option to Terminate .............................................16
Mortgage Financing ... ........ ......... ................................................................16
Section 8.1. Approval of Mortgage .....................................................16
Section 8.2. Notice of Default; Copy to Mortgagee ............................17
Section 8.3. Mortgagee's Option to Cure Defaults ..............................17
Section 804. HRA's Option to Cure Default on
Mortgage......................................................................... .18
Section 8.5. Subordinate Liens ............................................................18
Restrictions on Transfer; Indemnification ..................................................19
Section 9.1. Restrictions on Transfer ...................................................19
Section 9.2. Indemnification ................................................................19
Events of Default....................................................................................... .20
Section 10.1. Events of Default Defined ...............................................20
Section 10.2. Remedies on Default........................................................21
Section 10.3. No Remedy Exclusive .....................................................22
Section lOA. No Additional Waiver Implied
by One Waiver .................................................................22
Additional Provisions......................................... ......... ............................ ...22
Section 11.1. Equal Employment Opportunity......................................22
Section 11.2. Not for Speculation..........................................................22
Section 11.3. Titles of Articles and Sections .........................................22
Section 1104. Notices and Demands ......................................................22
Section 11.5. Counterparts .....................................................................23
Section 11.6. Modification.................................................................... .23
Section 11.7. Interpretation and Amendment ....................................:.....23
Section 11.8. Severability ......................................................................23
Section 11.9. Duration ...........................................................................23
Section 11.10. Binding Effect..................................................................23
Section 11.11. Consent ............................................................................23
Section 11.12. Certificates .......................................................................23
Tenn,ination of Agreement................................ ............ ...... ...... ............. .....24
Section 12.1. Developer's Options to Terminate ...................................24
Section 12.2. Effect of Termination............... ......................... .............. .24
III
.
.
.
Resolution 98-4 - Can't.
Exhibits:
A
B
C
D
E
F
EXHIBIT B
July 14, 1998
Legal Description
Assessment Agreement
B-1 Assessor's Certification
Certificate of Completion
Development Plans
Limited Warranty Deed
Demolition Specifications
IV
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
ARTICLE I
Definitions
Section 1.1.
from the context:
Definitions. In this Agreement, unless a different meaning clearly appears
"Agreement" means this Golden Hills Central Development Agreement by and between
The Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota, and
United Properties Investment Company, a Minnesota corporation, as the same may be from time
to time modified, amended or supplemented.
"Assessment Agreement" means the assessment agreement to be executed by the HRA
and Developer for the Development Property, and certified by the Assessor for Hennepin
County, pursuant to the provisions and requirements of Minnesota Statutes, Section 469.177,
Subdivision 8, establishing the Assessor's Minimum Market Value for the Improved Parcel, a
copy of which is attached hereto as Exhibit B.
"Assessor's Minimum Market Value" means the agreed minimum market value for
calculation of real estate taxes certified by the Assessor for Hennepin County for the Improved
Parcel pursuant to the Assessment Agreement.
"Certificate of Completion" means the certification for the Development Property, in the
form of the certificate contained in Exhibit C attached to and made a part of this Agreement,
provided to Developer pursuant to Section 4.3 of this Agreement upon satisfactory completion of
the Improvements for the Development Property.
"City" means the City of Golden Valley, Minnesota.
"Closing Date" or "Closing" means the date upon which the HRA conveys the
Development Property to Developer, which shall be on or after the date the HRA has acquired
title to the Development Property by quick take condemnation, and the Parties have obtained all
necessary consents and approvals required for construction of the Improvements. The Parties
expect the Closing Date to be on or about March 1, 1999.
"County" means the County of Hennepin, Minnesota.
"Developer" means United Properties Investment Company, a Minnesota corporation,
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 upon the Development
Property pursuant to this Agreement. The Development Plans include plans for an office
building with four floors and approximately 130,000 square feet, plans for an office building
with six floors and approximately 180,000 square feet and a parking deck, and plans for an office
building with six floors and approximately 210,000 square feet and a parking deck. The
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
Development Plans are attached as Exhibit D and, except for the setbacks, 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 Property" means the real property described in Exhibit A of this
Agreement, excluding any existing improvements.
"Event of Default" means an action by Developer listed in Section 10.1 of this
Agreement.
"First Mortgage" means any first priority mortgage which is secured, in whole or in part,
by Developer's interest in the Development Property, or any portion or parcel thereof, or any
Improvements constructed thereon, and which is a permitted encumbrance pursuant to the
provisions of Article VIII of this Agreement.
"Hazardous Substances", as used in this Agreement, means pollutants, contaminants,
toxic or hazardous waste or any other substances, the removal of which is required or the use of
which is restricted, prohibited, penalized or otherwise regulated by "Environmental Law," which
term means any federal, state or local law or ordinance relating to pollution or the protection of
the environment and includes without limitation asbestos, petroleum products and underground
storage tanks.
"Holder" means the owner of the First Mortgage.
"HRA" means The Housing and Redevelopment Authority in and for the City of Golden
Valley.
"Improved Parcel" means the Development Property and the completed Improvements
hereon.
"Improvements" means an office building with between four and six floors and between
approximately 130,000 and 210,000 square feet, with parking that meets the City Zoning Code
requirements and may include a parking deck, plus all other improvements, including fixtures
and equipment, to be constructed by Developer upon the Development Property pursuant tQ this
Agreement, as such improvements are defined in the Development Plans, but not including
tenant improvements.
"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 re~sonable 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.
2
.
.
.
Resolution 98-4 - Can't.
July 14, 1998
EXHIBIT B
"Plan" means the Golden Hills Redevelopment Plan, adopted by the City and the HRA in
October of 1984, and as amended through the date hereof.
"Project" means the construction and operation of the Improvements by Developer on the
Development Property pursuant to the terms of this Agreement.
"Purchase Price" means the sum of$5.00 per square foot for each square foot in the
Development Property, except for any square feet includible in the Xenia Avenue extension as
determined prior to the Closing Date.
"Redevelopment Area" means the approximately 100 acres located in Golden Valley,
Minnesota that are subject to the Plan.
"State" means the State of Minnesota.
"Tax Increment Financing Act" means the statutes located at Minnesota Statutes, Sections
469.174 through 469.179, inclusive, as amended.
"Tax Increment Financing 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 Delays" means actual delays due to events directly affecting the Project
which are beyond the control of the Parties, including but not limited to actions of governmental
authorities other than the City or the HRA, labor disputes, unusually severe or prolonged bad
weather, acts of God, civil disturbances, accidents, fire or other casualty, shortage of labor or
materials, injunctions, or other court or administrative orders.
ARTICLE II
Representations and Warranties
Section 2.1. Representations and Warranties by the HRA. The HRA represents and
warrants that:
(a) The HRA has the power to enter into this Agreement and carry out its
obligations hereunqer.
(b) The HRA has the financial capacity to perform its obligations under this
Agreement.
3
.
.
.
Resolution 98-4 - Con't.
July 14, 1998
EXHIBIT B
(c) 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.
(d) 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.
(e) The Project, as defined and described in this Agreement, is in
conformance with the Plan.
(t) There are no legal proceedings pending, or known to be threatened or
contemplated, to which the HRA is a party, or to which any property ofthe HRA is
subject, which, if determined adversely, would individually or in the aggregate have a
material adverse effect on the HRA's financial position, or prevent or impair the HRA's
ability to perform any covenants or obligations under this Agreement.
(g) The HRA shall act in good faith and use reasonable efforts to obtain all
consents and approvals required for its acquisition of the Development Property and the
performance of its other obligations under this Agreement.
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. Representations and Warranties by Developer. Developer represents and
warrants that:
(a) Developer is a Minnesota corporation duly organized and in good standing
under the laws of the State.
(b) Developer is not in violation of any provisions in its Articles of
Incorporation or Bylaws, has power to enter into this Agreement and to perform its
obligations hereunder, and has duly authorized the execution, delivery and performapce
of this Agreement by proper action, such that this Agreement is and shall remain binding
and enforceable against Developer according to its terms.
(c) 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 brea~h of, the terms, conditions or provisions of Developer's Articles of
Incorporation or Bylaws, 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.
4
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
(d) There are no legal proceedings pending, or known to be threatened or
contemplated, to which Developer is a party, or to which any property of Developer is
subject, which, if determined adversely, would individually or in the aggregate have a
material adverse effect on Developer's financial position, or prevent or impair Developer's
ability to perform any covenants or obligations under this Agreement.
(e) Developer has previously delivered to the HRA' s representatives 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.
(f) Developer shall act in good faith and use its best efforts to obtain all
consents and approvals required for construction of the Improvements, and Developer
shall 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). If Developer is unable to obtain all required
consents and approvals for a 210,000 square foot office building, Developer shall act in
good faith and use its best efforts to obtain all required consents and approvals for
construction of an office building with a minimum of 130,000 square feet.
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. The HRA has obtained and delivered to Developer a
commitment for the issuance of an owner's AL T A policy of title insurance with respect to the
Development Property, issued by First American 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)
The rights of fee owners, lienors and encumbrancers which the HRA shall
terminate prior to the Closing Date;
5
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
.
(t)
Other restrictions, if any, expressly agreed to by Developer, including
those restrictions and reversionary rights contained in this Agreement.
The commitment shall include searches for bankruptcies; state and federal judgments; tax
and other liens; and for all special assessments, levied, pending (approved by the City Council),
or deferred. The commitment shall include full mechanic's lien coverage, shall delete any
exceptions for the rights of parties in possession and survey matters, and shall include copies of
all documents referred to therein. The cost and expense of the title commitment and the title
policy, based upon the Purchase Price only, shall be paid by the HRA from the Deposit pursuant
to Section 4.4. Any other title or policy costs, including the cost of any extended coverage, shall
be R.aid by Developer.
.
Developer shall be allowed 15 days from the date of the Agreement to make objections to
the title insurance commitment, such objections to be made in writing or deemed waived. The
HRA shall use reasonable efforts to cure any objections prior to the Closing Date by eliminating
them as part of the condemnation of the Development Property or in some other reasonable
manner, or the HRA shall obtain the agreement of the title insurance company prior to the
Closing Date to insure over the objections. If the HRA fails to complete either of those actions
prior to the Closing Date, and Developer does not waive such objections, then Developer shall
have the right to terminate this Agreement by giving written notice thereof to the HRA. The
Closing Date shall be extended for a reasonable period to the extent necessary for the HRA to
cure the objections.
Section 3.2. Preliminary Activities. Promptly after the execution ofthis Agreement by
both Parties, the HRA, after consulting with Developer, shall prepare a work plan and estimated
budget for each of the following activities, and commence and proceed diligently to complete
such activities on or before August 31, 1998, subject to the HRA' s legal right to do so:
(a) Obtain (after court proceedings under Minn. Stat. 9 117.041 if necessary) a Phase
I and Phase II (if requested by Developer) environmental report on the
Development Property and deliver copies of such reports to Developer;
(b) Prepare, after consultation with Developer, a remedial action plan for remediation
of any Hazardous Substances discovered on the Development Property as a-result
of the Phase I and Phase II reports, if the HRA reasonably determines that the
Minnesota Pollution Control Agency ("MPCA") is likely to require such a plan,
and deliver a copy of the plan to the MPCA and Developer, and also deliver a
copy of any responses from the MPCA to Developer;
(c) Retain a relocation consultant to begin work concerning the relocation of current
occupants ef the Development property;
.
(d) Obtain and deliver to Developer an ALT A survey from a registered land surveyor
showing the Development Property to the nearest hundredth of a square foot,
showing existing improvements and utilities, and showing all easements of
record or in use, all roads and encroachments and any gaps or overlaps;
6
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
.
(e) Obtain after review and approval by Developer of the scope of the work, a
geotechnical soil analysis of a reasonable sample of the Development Property,
assuming construction of a 210,000 square foot office building on .the
Development Property, and deliver a copy of the analysis to Developer, together
with a statement of the maximum amount to be reimbursed to Developer for soil
correction pursuant to section 4.2. The cost of the above preliminary activities
shall be paid from the Deposit.
On or before the later of (a) September 20, 1998, or (b) the date which is 20 days after the
date_of receipt by the Parties of the written response by the MPCA to the remedial action plan
referred to in paragraph (c) above (the "Commitment Date"), either Party may elect to terminate
this Agreement for any reason or no reason, and without liability to the other Party except to the
extent of any prior breaches or defaults under this Agreement by the terminating Party. Such
termination shall be effected by delivery of a written notice to the other Party in the manner
provided in Section 11.4.
.
Developer shall also have the right, prior to the later of the dates in (a) or (b) above, to
notify the HRA, in writing, that Developer is waiving its right to terminate this Agreement. The
HRA shall have ten (10) days after receipt of such notice to notify Developer that the HRA is
terminating this Agreement. If the HRA does not so notify the Developer within the time
a.llowed, then the Commitment Date shall be the date that is ten (10) days after the receipt by the
HRA of the Developer's notice.
Section 3.3 Acquisition of the Development Propertv. As soon as practicable after the
Commitment Date, the HRA shall commence acquisition of the Development Property by quick-
take condemnation. The HRA shall use reasonable efforts to complete the acquisition of the
Development Property without unreasonable delay. The HRA also agrees to relocate all existing
tenants and occupants ofthe Development Property in accordance with Minnesota law.
Section 3.4 P.D.D. Approval. Promptly after commencement of condemnation,
Developer, at its sole cost and expense, shall apply to the City for P.U.D. approval for the
Project, and shall use its best efforts to obtain such approval as soon as practicable.
.
Section 3.5. Closing. The Purchase Price shall be due and payable in full from
Developer at Closing in cash, or by cashier's or certified check. Upon tender to the HRA of the
Purchase Price, the HRA shall deliver to Developer a limited warranty deed in the form attached
as Exhibit E for the entire Development Property. 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 to 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. Delivery of the Deed shall not cause termination of any provisions of this
7
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
Agreement orthe Assessment Agreement, except where expressly provided in such agreements.
All costs of the .conveyance of the Development Property to Developer, including any and
all attorney's fees and other 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. 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 3.6. Recording. Developer shall cause the title insurance company to promptly
file lhe Agreement, the Deed, and the Assessment Agreement in the office of the Hennepin
County Recorder. Developer shall pay all costs of recording, including the State deed tax.
Section 3.7. Real Estate Taxes and Special Assessments. The HRA shall pay all real
estate taxes, and installments of special assessments payable therewith, which are payable on the
Development Property in the year the Closing date occurs and all prior years. The HRA shall
also pay all special assessments levied or pending against the Development Property as of the
Closing Date. Except for the foregoing, Developer shall pay all real estate taxes and special
assessments which become payable after the Closing Date on the Development Property.
Section 3.8. Environmental Matters. To the extent required by applicable law or
regulation, and at its sole cost and expense, the HRA agrees to remediate any Hazardous
Substances known to bean, in, or under the Development Property on or before the Closing
Date. In connection therewith, the HRA shall comply with all plans, orders, regulations or
requirements issued by the MPCA, or any other regulatory agency with jurisdiction in the matter,
concerning the presence of Hazardous Substances known to be on, in or under the Development
Property on or before the Closing Date. Developer agrees that subsequent to the Closing Date it
shall comply with all plans, orders, regulations or requirements concerning the Development
Property issued by the MPCA, or any other regulatory agency with jurisdiction in the matter,
except to the extent caused by the HRA's failure to comply with its obligations under this
paragraph. The HRA agrees to reimburse Developer for one-half of the reasonable cost and
expense of such compliance incurred by Developer after the Closing Date for matters discovered
by Developer and brought to the HRA's attention prior to issuance of the Certificate of
Completion.
Subject to the foregoing 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, and the HRA disclaims any and all liability and responsibility to
Developer in connection therewith.
Section 3.9. Use. From the Closing Date through December 31, 2010, Developer shall
(a) 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, (b)
devote the Improved Parcel only to use as an office building and related ancillary uses as
specified in this Agreement, or such other uses as may be agreed to by the City and the HRA,
and (c) not unlawfully discriminate in the use of the Development Property on account of race,
8
Resolution 98-4 - Con It.
EXHIBIT B
July 14, 1998
.
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 notbe unreasonably withheld or
delayed. To the extent that there are any conflicts between this Agreement and the Plan, the
provisions of this Agreement shall govern, and the approval by the HRA of this Agreement shall
constitute an amendment of the Plan.
Section 3.10. Condemnation. In the event that title to and possession of the building
Improvements or any material part thereof shall be taken in condemnation or by the exercise of
the power of eminent domain by any governmental body or other person (except the HRA) after
the ~losing Date but prior to December 31, 2010, 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 ofa First Mortgage, Developer shall use
the entire condemnation award first to pay the reasonable costs and expenses of such taking,
including but not limited to reasonable attorneys' fees and appraisers' fees, and second to
reconstruct the building Improvements to the extent practicable (or, in the event only a part of the
building Improvements have been taken, then to reconstruct such part) upon the Development
Property.
ARTICLE IV
.
Construction of Improvements
Section 4.1. Construction of Improvements. Developer agrees that it will construct the
Improvements on the Development Property in substantial conformance with the approved
Development Plans for the Improvements and in conformance with all applicable legal
requirements. Developer agrees that the scope and scale of the Improvements to be constructed
shall not be significantly less than the scope and scale of the Improvements as detailed and
outlined in the Development Plans.
Section 4.2. Commencement and Completion of Demolition and Construction. As soon
as practicable and before the Closing Date, the HRA shall demolish the buildings and other
improvements on the Development Property in accordance with the specifications attached as
Exhibit F. The cost of the demolition shall be paid by the HRA. -
Promptly after the Closing Date and completion of the demolition, Developer shall
commence construction of the Improvements. Developer shall diligently prosecute construction
of the Improvements to completion and shall complete construction of 100 percent of the
Improvements, as a percentage of market value, by January 1,2000; provided, however, that if
the Closing date occurs after January 1, 1999, Developer shall be required to complete 50 percent
of the improvements by January 1,2000, and 100 percent of the improvements by January 1,
2001.
.
If Closing occurs after June 30, 1999, for reasons other than a breach or default by either
Party, then the Parties shall negotiate reasonably and in good faith for an extension of the above
dates, provided neither Party has elected to terminate this Agreement.
9
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
. 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 De~elopment Property shall be
in substantial conformity with the Development Plans as submitted by Developer and approved
by the HRA, and in compliance with all applicable laws and regulations.
Upon issuance of the Certificate of Completion, the HRA shall reimburse Developer for
out~of-pocket costs and expenses actually incurred by Developer after the Closing Date for soil
correction on the Development Property reasonably required to permit construction of the
Improvements, and approved in advance by the HRA. All such expenses shall be documented by
invoices or other billing statements and are limited to the maximum amount determined pursuant
to Section 3.2(e).
Subsequent to execution of this Agreement, and until certification of the Improvements
pursuant to Section 4.3, Developer shall make reports to the HRA, in such detail and at such
times as may reasonably be requested by the HRA, as to the actual progress of Developer with
respect to construction of the Improvements. Developer also agrees that designated
representatives of the HRA may enter upon the Development Property during the construction of
the Improvements to inspect such construction.
.
Section 4.3. Certificate of Comoletion.
(a) Promptly after the City's issuance of a Certificate of Occupancy for the
shell Improvements, the HRA will furnish Developer with a Certificate of Completion, in
substantially the form set forth in Exhibit B attached hereto. Such Certificate of
Completion shall be (and it shall be so provided in the Certificate of Completion itself) a
conclusive determination of satisfaction and termination of the agreements and covenants
in this Agreement with respect to the obligations of Developer to construct the
Improvements on the Development Property. Certificates of Completion shall be in
recordable form.
(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.
.
Section 4.4. Deoosit and Reimbursement ofHRA Expenses. Pursuant to a prior
Reimbursement Agreement between the Parties which is hereby terminated, Developer has
deposited $25,000 with the HRA for the reimbursement of certain out-of-pocket expenses
incurred by the HRA in connection with the Project (the "Deposit"). Developer hereby
contributes an additional $25,000 to the Deposit. The HRA shall treat the Deposit as a separate
10
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
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. The
Deposit shall be applied by the HRA for the payment of out-of-pocket expenses relating to this
Agreement and paid or incurred by the HRA for appraisal, environmental and geotechnical
consulting, financial analysis, surveying, title, legal fees and expenses (prior to filing the
condemnation action in court), or relocation consulting between April 14, 1998 and the earlier of
(a) the Closing Date, or (b) the date of termination of this Agreement. Each time the amount of
the Deposit is reduced to $10,000 or less, the HRA shall give Developer written notice, and
Developer shall immediately contribute an additional $25,000 to the Deposit. The HRA shall
provide Developer with a reasonably detailed itemization for any amounts spent from the
Dep9sit. Developer shall receive a credit against the Purchase Price on the Closing Date for any
amount contributed by it to the Deposit. If this Agreement is terminated prior to the Closing
Date for any reason other than a default by Developer, the HRA shall return to Developer any
amount remaining in the Deposit in excess of any accrued expenses remaining to be paid. If this
Agreement terminates prior to the Closing Date as the result of a default by Developer,
Developer shall forfeit its right to the return of any funds from the Deposit. 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. If this
Agreement terminates prior to the Closing Date by reason of a default by the HRA, then the
HRA shall return to Developer the total amount previously contributed by Developer to the
peposit, which shall be Developer's sole and exc1us~ve remedy on the HRA's default. '
Section 4.5 Comoletion Letter of Credit. On the Commitment date, Developer shall
deliver to the HRA, at Developer's sole cost and expense, an irrevocable letter of credit issued by
a bank previously approved by the HRA with a face amount equal to $3,500,000. Such letter of
credit shall provide for expiration on April 1, 1999. In the event Closing Date has not occurred
by March 1, 1999, Developer shall at that time provide the HRA with a replacement letter of
credit which shall extend at least 30 days beyond the Closing Date as projected by the parties, or
Developer shall be in default hereunder and the HRA may immediately draw upon the letter of
credit then in effect. At the Closing, Developer shall deliver to the HRA, at Developer's sole
cost and expense, an irrevocable letter of credit issued by a bank previously approved by the
HRA with a face amount equal to $1,750,000, and which shall extend for a period of at least one
year. Upon delivery at Closing by Developer of the $1,750,000 letter of credit, the HRA shall
surrender to Developer the $3,500,000 letter of credit. At least 30 days prior to the expiration of
the $1,750,000 letter of credit provided under this Section, Developer shall provide the HRA
with a replacement letter of credit which shall extend at least one year beyond the expiration date
of the letter of credit then in effect or, if earlier, until a date which is 60 days beyond the
contractor's written estimated date for completion of the Improvements, or Developer shall be in
default hereunder with no opportunity to cure and the HRA may immediately draw upon the
letter of credit then in effect. Any letter of credit delivered under this Section shall guarantee
completion of the Improvements by Developer in accordance with the Development Plans, and in
accordance with Section 4.3. Any letter of credit provided under this Section shall permit the
HRA to draw upon it for the full face amount thereof, upon the occurrence of an Event of Default
as defined in Section 10.1 of this Agreement (but only after the expiration of any period to cure
such Event of Default provided in Section 10.2), or immediately in the event Developer fails to
11
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
comply with any obligation stated in this Section with respect to replacement letters of credit.
Developer's obligation to maintain a letter of credit under this Section shall terminate upon
issuance of the Certificate of Completion to Developer. The letters of credit provided by
Developer under this Section shall be returned in the event Developer terminates this Agreement
pursuant to Section 12.1. The HRA' s rights with respect to the letters 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 as the HRA' s damages are reduced by its recovery under the letters of
credit.
If the amount of the letter of credit is paid to the HRA upon an Event of Default by
Dev_eloper, the HRA agrees to pay to Developer any amount by which the amount paid to the
HRA, including sale proceeds pursuant to Section 10.2(c), exceeds the HRA's total
unreimbursed and unrecovered costs, expenses, fees, taxes, charges, and damages related in any
way to the Development Property or the Project, as determined by the HRA in its reasonable
discretion.
ARTICLE V
Assessment Agreement and Payment of Taxes
Section 5.1. Execution of Assessment Agreement. Developer agrees to execute upon
the Closing Date and deliver to the HRA an Assessment Agreement for the Development
Property, 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
Development Property and the Improvements thereon 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 Development
Property and the Improvements thereon 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 as of January 1,2000, and on each January 1 thereafter, for taxes payable through
December 31,2010, of not less than $11,700,000, increased on each such January 1 by $90.00
for each square foot of building improvements in excess of 130,000 square feet, and decreased on
such dates by the fair market value of any portion of the building Improvements taken in
condemnation or by the power of eminent domain for which reconstruction is impracticable as
provided in Section 3.9, and by Developer's cost for any portion of the unimproved Improved
Parcel taken in condemnation or by the power of eminent domain. If the Closing Date occurs
after January 1, 1999, the Assessor's Minimum Market Value required as of January 1,2000, but
on no other date, shall be reduced to $5,850,000.
Section 5.2. Pavment of Taxes. Assessments. Etc. Following the Closing Date,
Developer agrees to payor cause to be paid, on or prior to their due dates, all real estate taxes,
assessments, water, sewer and other charges, which become due and payable on or before
December 31, 2010 with respect to the Development Property or any part thereof. Developer
agrees that this obligation creates a contractual right on behalf of the HRA which shall allow the
HRA to sue Developer to collect delinquent real estate taxes and any penalty or interest thereon
and to pay over the same to the County.
12
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
. 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 AssessmentAgreement.
Section 5.3 Extension of Dates. If Closing occurs after June 30, 1999, for reasons
other than a breach or default by either Party, then the Parties shall negotiate reasonably and in
good faith for an extension of the dates in Article V, provided neither Party has elected to
teIlllinate this Agreement.
ARTICLE VI
Section 6.1. Insurance.
Insurance
(a) Developer shall provide and maintain, or cause to be maintained, atall times
during the process of constructing the Improvements, at its sole cost and expense, and,
from time to time at the request of the 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 Improvements at the date of completion, with a deductible amount of not more
than $25,000, and with coverage available in nonreporting form on the so-called
"all risk" form of policy;
(ii) Comprehensive general liability insurance (including operations,
contingent liability, operations of subcontractors, completed operations and
contractual liability insurance) together with an Owner's and Contractor's
Protective Policy with limits against bodily injury and property damage of not less
than $5,000,000 for each occurrence (to accomplish the above-required limifs, an
umbrella excess liability policy may be used). The interest of the HRA shall be
protected in accordance with a clause in form and content satisfactory to the
HRA;and
(iii) Worker's compensation insurance, with statutory coverage.
.
The policie5 of insurance required pursuant to clauses (i) and (ii) above shall be in
form and substance reasonably 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
13
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
.
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 December
31, 2010, Developer shall maintain, or cause to be maintained, at its sole cost and
expense, and from time to time at the request of the HRA shall furnish proof of the
payment of premiums on insurance as follows:
(i) Insurance against loss and/or damage to the Improvements wider a
policy or policies covering such risks as are ordinarily insured against by similar
businesses, including (without limiting the generality of the foregoing) fire,
extended coverage, vandalism and malicious mischief, explosion, water damage,
demolition cost, debris removal, and collapse in an amount not less than 90
percent of the full replacement cost of the Improvements, but any such policy may
have a deductible amount of not more than $25,000. No policy of insurance shall
be written so that the proceeds thereof will produce less than the minimum
coverage required by the preceding sentence, by reason of co-insurance provisions
or otherwise, without the prior consent thereto in writing by the HRA. The term
"full insurable replacement value" shall mean the actual replacement cost of the
Improvements (excluding foundation and excavation costs and other uninsurable
items) and equipment.
.
(ii) Comprehensive general public liability insurance, including personal
injury liability for injuries to persons and/or property, including any injuries
resulting from the operation of automobiles or other motorized vehicles on or
about the Development Property, in the minimum amount for each occurrence of
$5,000,000.
(iii) Worker's compensation insurance respecting all employees of
Developer in amounts not less than the minimum required by statute.
.
(c) All insurance required in this Article VI shall be taken out and maintained in
responsible insurance companies selected by Developer which are authorized under the
laws of the State to assume the risks covered thereby. At the first time that any insurance
is required to be in effect hereunder, Developer will deposit with the HRA a certificate or
certificates or binders of the respective insurers evidencing that such insurance is in force
and effect. Unless otherwise provided in this Article VI, each policy shall contain a
provision that the insurer shall not cancel or modify it without giving written notice to
Developer and the HRA at least thirty (30) days before the cancellation or modification
becomes effective. Upon the HRA's request, Developer shall furnish the HRA evidence
satisfactory to the HRA that any policy required hereunder is in effect. In lieu of separate
policies, Developer may maintain a single policy, or blanket or umbrella policies, or a
combination thereof, which provide the total coverage required herein, in which event
Developer shall deposit with the HRA a certificate or certificates of the respective
insurers as to the amount of coverage in force upon the Improvements.
14
Resolution 98-4 - Con It.
EXHIBIT B
July 14t 1998
.
(d) In the event the Improvements or any portion thereof is destroyed by fire or
other casualty, then Developer shall within 180 days after such damage or destruction (or
within three years in the event of damage or destruction to the Improvements in excess of
$1,000,000, provided Developer grades and landscapes the site to the HRA's reasonable
satisfaction), 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 be
disbursed to Developer, subject to the rights of the Holder of the First Mortgage. The
HRA agrees to subordinate its rights under this paragraph to the Holder of a First
Mortgage, but only to the extent of amoUnts owing to the Holder under the First
Mortgage.
ARTICLE VII
Undertakings 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) Acquisition of the Development Property and sale to Developer pursuant
to the Deed on the Closing Date;
(b) Use reasonable efforts with the City so that the Improvements may
constitute a permitted use under the zoning ordinance of the City; and
(c) Any other actions required pursuant to an express provision of this
Agreement.
Section 7.2. Limitations on Financial Undertakings 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;
.
(b) No Event of Default has occurred and is then continuing beyond the cure
period provided in Section 10.2;
15
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
(c) The HRA and Developer have received all necessary approvals from the
City, the County Assessor and other authorities to implement this Agreement;
(d) The HRA is not the subject of any court or administrative proceeding
seeking to enjoin or otherwise prevent the HRA from taking any action under this
Agreement; and
(e) There has been no final court decision that the condemnation of the
Development Property, or the condemnation of any other parcel in the Redevelopment
Area, lacks public purpose or is otherwise impermissible by law.
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 and the Development Agreement by any public body succeeding to its powers.
Section 7.4. HRA's Option to Terminate. (a) This Agreement may be terminated by
the HRA by written notice to Developer if the HRA is in compliance with all material terms of
. this Agreement and Closing has not occurred by June 30, 1999. 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 or default of the terms of this Agreement by
Developer.
ARTICLE VIII
Mortgage Financing
Section 8.1. Approval of Mortgage. Any First Mortgage on the Development Property
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 pursuant to the foreclosure, or conveyance by
Developer to the Holder in lieu of foreclosure, except upon express assumption of such
16
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
obligation as provided in Section 8.3, provided that nothing in this Section or in any other section
of this Agreement shall be deemed or construed to permit any Holder to devote the Development
Property or any portion thereof to any use, or to construct any improvement, other than those
uses or improvements permitted by this Agreement. Further, any party who obtains any interest
in all or any portion of the Development Property from or through any Holder, except for any
nominee or agent controlled by the Holder, whether through foreclosure sale or otherwise, shall
be strictly subject to the terms and conditions of this Agreement, as such are binding on
Developer, and such party shall not be entitled to any additional rights or privileges granted a
Holder hereunder.
_ Section 8.2. Notice of Default Copy to Mortgagee. 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. Mortgagee's Option to Cure Defaults. After any breach or default referred
to in Section 8.2 hereof, each such Holder shall (insofar as the rights of the HRA are concerned
and subject to any rights of the Mortgagor under such Mortgage) have the right, at its option, for
a period of 90 days after notice of such default pursuant to Section 8.2 hereof, to cure or remedy
such breach or default and to add the cost thereof to the Mortgage debt and the lien of its
Mortgage. If a default is not susceptible of cure within such 90-day period, the Holder shall have
such period of time as is necessary to cure such default provided the Holder promptly
commences the cure and thereafter proceeds to cure such default as soon as reasonably possible
and provided such failure to cure within 90 days does not jeopardize the purposes of the
Agreement or the Plan. However, if the breach or default is with respect to construction of the
Improvements, nothing contained in this Section or any other Section of this Agreement shall be
deemed to permit or authorize such Holder, either before or after foreclosure or action in lieu
thereof, to undertake or continue the construction or completion of the Improvements (beyond
the extent necessary to conserve or protect Improvements or construction already made) for more
than 90 days after the Holder has received notice of such default pursuant to Section 8.2 hereof,
without first having expressly assumed the obligation to the HRA, by written agreement
reasonably satisfactory to the HRA, to complete, in the manner provided in this Agreement and
in conformance with the Development Plans, the Improvements. 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 shall be entitled, upon written request made to the HRA, to a
certification by the HRA to such effect in the manner provided in Section 4.3 of this Agreement.
In addition to the assignments permitted pursuant to Section 9.1 of the Agreement, if the
Holder of a First Mortgage acquires the interest of Developer under the terms of the Agreement,
the Holder shall be permitted to assign its interest in the Agreement with the consent of HRA,
which consent shall not be unreasonably withheld or delayed. In exercising its judgment as to
whether or not to grant such consent, the HRA shall take into account only the financial
17
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
.
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, and the Plan, and not to
transfer, mortgage or otherwise convey any portion of the Development Property except as
permitted in the Agreement.
Section 8.4. HRA's Option to Cure Default on Mortgage. Any Mortgage executed by
Developer with respect to the Development Property, or any improvements thereon, shall provide
that, in the event that Developer is in default under any Mortgage authorized pursuant to this
Article VIII, the mortgagee, within ten (10) days after it has declared or given notice to
Developer of a default, shall notify the HRA in Writing of:
(a) the fact of the default;
(b) the elements of the default; and
.
(c)
the actions required to cure the default.
The HRA shall have the right to cure any such default with which occurs prior to issuance
of the Certificate of Completion. The HRA shall have a period of 35 days after notice from a
Holder to effect a cure, provided that the HRA gives Developer advance written notice of its
intent to cure. In the event of such cure prior to the issuance of the Certificate of Completion, the
HRA shall thereupon be entitled, in addition to and without 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 U.S. Bank Minneapolis until such amounts are paid, and such amounts shall result in the
creation of a lien on the affected Lot or Lots in favor of the HRA, subordinate to the lien of any
First Mortgage.
.
Section 8.5. Subordinate Liens. Until the Certificate of Completion has been issued,
Developer agrees that it will not create, incur, assume or suffer any security interest, mortgage,
pledge, lien, charge, or encumbrance upon the Development Property except for a First Mortgage
permitted under this Article. Developer may, at its own expense, in its own name and in good
faith, contest any involuntary lien, charge or encumbrance and not be in default hereunder
provided Developer first posts a bond or provides other security to the 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.
18
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
ARTICLE IX
Restrictions on Transfer; Indemnification
Section 9.1. Restrictions on Transfer. Until the Certificate of Completion has been
issued by the HRA, this Agreement and Developer's interest in the Development Property (or any
part thereof) may not be sold, transferred or assigned by Developer without the prior written
consent of the HRA, which consent may be granted or withheld by the HRA in its sole
discretion, except for a sale or transfer to an entity in which Developer retains an equity interest
which is more than de minimis and pursuant to which Developer remains primarily liable for
perfgrmance of the terms and conditions of this Agreement and the Assessment Agreement.
After the Certificate of Completion has been issued by the HRA, but prior to December
31, 2010, 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, and the Plan, and not to sell, transfer,
mortgage or otherwise assign any portion of the Development Property except as permitted
l}erein. After the Certificate of Completion has been issued by the HRA, but prior to December
31, 2010, this Agreement and Developer's interest in the Development Property (or any part
thereof) also may be assigned withoutthe consent of the HRA to a person with a verifiable net
worth in excess of $5,000,000. In either event, Developer shall be released from any obligation
or liability hereunder to the extent of the interest purchased. After the Certificate of Completion
has been issued by the HRA, but prior to December 31, 2010, 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 ofthis Agreement and the
Assessment Agreement for the remainder of their respective terms.
The Parties agree that the terms and conditions hereof run with the land and shall be
binding upon their successors and assigns. The Parties also agree that nothing contained in this
Section 9.1 shall prohibit the leasing of the Improvements by Developer, and nothing contained
in this Section 9.1 shall prohibit the sale, transfer or assignment by Developer of the
Development Property (or any part thereof) to a general partnership, limited partnership or
limited liability partnership in which Developer has at least a 51 percent interest as a general
partner.
Section 9.2. Indemnification. Developer hereby agrees to indemnify, defend and hold
harmless the HRA, and its officials, employees and agents, against any and all claims, demands,
lawsuits, judgments, damages, penalties, costs and expenses, including reasonable attorneys'
fees, arising out of any actions or omissions by Developer, its employees and agents, in
connection with the Project, except to the extent of any bad faith, gross negligence or intentional
19
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
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 its
obligations on the Closing Dates.
(b) After the Closing Date and until December 31,2010, failure by Developer
to timely pay all real property taxes, assessments or other charges assessed with respect to
the Development Property.
(c) Subject to Unavoidable Delays, and extensions agreed to by the Parties,
failure by Developer to commence and complete construction of the Improvements
pursuant to the terms, conditions and limitations of Article IV of this Agreement.
(d) Until December 31, 20 I 0, 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.
(t) Until the Certificate of Completion has been issued, filing against
Developer in any court, pursuant to any federal or State statute, of a petition in
bankruptcy or insolvency, or for reorganization, or for appointment of a receiver or
trustee of all or a portion of Developer's properties, if such proceeding is not dismissed
within 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, unless Developer is the surviving entity in a merger, or unless the
20
Resolution 98-4 - Con It.
EXHIBIT B
July 14, 1998
.
surviving entity has a net worth of at least $20,000,000 and sufficient experience and
reputation to perform this Agreement in the HRA's reasonable determination.
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 of60 days' written notice
which sets forth the nature of the default to Developer in the case of an Event of Default under
Section 10.I(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
doe~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
ofthis Agreement and of the Plan):
(a) The HRA may suspend its performance under this Agreement until it
receives assurances from Developer, deemed adequate by the HRA, that Developer will
cure its default and continue its performance under this Agreement.
(b) If the Event of Default occurs prior to the Closing Date, the HRA may
cancel and rescind this 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, and exclude
Developer from possession of the Development Property. The HRA shall thereupon use
reasonable efforts and act in good faith to sell the Development Property at the best price
reasonably 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, expenses, fees, charges and
damages incurred by the HRA with respect to the Development Property (less any
amount received by the HRA from any security provided by Developer and less the
Purchase Price received by the HRA from Developer) including but not limited to
acquisition costs, remediation costs, taxes, assessments, utility charges, payments made to
discharge any encumbrances or liens, reasonable attorney's fees and expenses; second to
the Holder of a First Mortgage to the extent of the unpaid mortgage with respect to the
Development Property; third to reimburse Developer in an amount equal to the Purchase
Price with respect to the Development Property, plus the amount of any security paid by
Developer to the HRA, plus other reasonable acquisition and construction costs incurred
by Developer in connection with the Project including architects' and engineers'
expenses with respect to the Development Property; 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
21
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
Agreement or recover any amounts due under this Agreement from Developer or under
the Escrow Agreement or any other 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 Remedy 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
und~r 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 by 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. Equal 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 speculation in land holdings.
Section 11.3. Titles of Articles and Sections. Any titles of the several parts, Articles and
Sections of this Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 11.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under the Agreement by either party to the
other shall be sufficiently given or delivered if it is in writing dispatched by registered or
certified mail, postage prepaid, return receipt requested, or delivered personally; and,
(a) in the case of Developer, is addressed to or delivered personally to
Developer at 3500 West 80th Street, Suite 300, Bloomington, Minnesota 55431,
Attention: Brian P. Carey, with copies to Bruce G. Odlaug, Maun & Simon PLC, 2000
Midwest Plaza Building, Minneapolis, Minnesota 55402.
22
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
(b) in the case of the HRA, is addressed to or delivered personally to the HRA
to Housing and Redevelopment Authority In and For the City of Golden Valley, 7800
Golden Valley Road, Golden Valley, Minnesota 55428, Attention: Director, with copies
to Allen D. Barnard, Best & Flanagan LLP, 4000 U.S. 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. Counterparts. 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. Interpretation 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 December 31,2010. This Agreement shall survive the
Closing Date and the HRA's delivery of any Deed to Developer.
Section 11.10. Binding Effect. Subject to the provisions of Article IX, this Agreement is
binding upon, and shall inure to the benefit of, the successors and permitted assigns of the -
Parties.
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
this Agreement is in effect, whether any defaults exist under this Agreement and other similar
matters.
23
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
ARTICLE XII
Termination of Agreement.
Section 12.1. Developer's Options to Terminate. In addition to any other rights to
terminate contained in this Agreement, 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 June 30, 1999;
(c) Subject to Section 2.2(f), 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 a 130,000 square foot, or larger, office
building; or
(d) Subject to Sections 3.1 or 3.3, if Developer reasonably determines that
completion of the Project is not feasible due to title defects or soil or environmental
conditions.
In the event of a default by the HRA prior to the Closing Date which is caused by the
HRA's failure to pay any amount which it is required to pay under this Agreement, Developer, in
lieu of terminating this Agreement, may pay such amount on behalf of the HRA and reduce the
Purchase Price.
Section 12.2. Effect of Termination. Except as provided in Sections 4.4 and 9.2, if this
Agreement is terminated pursuant to this Article XII, this Agreement shall be from such date
forward null and void and of no further effect; provided, however, that termination of this
Agreement pursuant to this Article XII shall not affect the rights of Developer to institute any
action, claim or demand for damages suffered as a result of breach or default of the terms of this
Agreement by the HRA.
IN WITNESS WHEREOF, the HRA has caused this Agreement to be duly executed in its
name and behalf and its seal to be hereunto duly affixed and Developer has caused this
Agreement to be duly executed in.its name and behalf, on or as of the date first above written.
24
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN
V ALLEY
By
Its
,Lt~/
(!k,
UNITED PROPERTIES INVESTMENT COMPANY
~ft1
1?1&1 /
~~~
S V(J
By
Its
And
Its
.
.
.
Resolution 98-4 - Con It.
EXHIBIT B
July 14, 1998
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN ) .
/_;The foreg9ing instrument was acknowledged before me thij~f July, 1998, by
ltl af; tL L-. 7011175,0)1 (no /Y . of THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN V ALLEY, on
b If of the organization.
r1d1v a.vf1
Public
. "^^"" I-
- JUDITH A. NALLY
I NOTARY PUBUC-MlNNESOTA
HENNEPIN COUNTY
My ColIIIIIIIon Explrtl_ 31. 2.
.~~-
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
-tL
/' _) T~e foregoing instru,rpent ",:as acknowledged before me thi~3jday of Jllly, 1998,. by
~~~- ~~~iIES;;~;~~T COMP~at~:~~';/~~Z~~~~~ ~cl;'a;~~~
corporation.
~AiCZ/~-~Cj4"J
Notary Public
_/~;1
ARDYCE E. HANSON J
NOTARY PUBLlC.MINNESOTA
HENNEPIN COUNTY
My Commission Expires Jan. 31, 2000
,.
;.&
DRAFTED BY:
If
Best & Flanagan LLP
4000 U.S. Bank Place
601 Second A venue South
Minneapolis, Minnesota 55402-4331
11800\960703\ccb\docs\United Private Development Agree(red).doc
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
EXHIBIT A
LEGAL DESCRIPTION
Tract A, Registered Land Survey No. 661, Files of Registrar of Titles, County of
Hennepin.
A-I
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
.
EXHIBIT B
ASSESSMENT AGREEMENT
.
FOR VALUABLE CONSIDERA nON, 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 United Properties Investment
Company (the "Developer"), hereby covenant and agree that the following described property:
Tra~t A, Registered Land Survey No. 661, Files of Registrar of Titles, County of Hennepin (the
"Development Property") and the improvements to be made thereto pursuant to the Golden Hills
Central Private Development Agreement between the parties dated as of July 14, 1998 (the
"Improved Parcel"), with respect to which any real estate taxes, or taxes in lieu thereof which are
levied or assessed and payable by the Developer, shall be assessed to be of a market value of not
less than $11,700,000 on January 1,2000, and on each January 1 thereafter, increased on each
such date by the amount of $90.00 for each square foot of building improvements in excess of
130,000 square feet, and decreased on each such date 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 3.10 of the Private Development
Agreement, and by the Developer's cost for any portion of the unimproved Improved Parcel
taken in condemnation or by the power of eminent domain (the "Assessor's Minimum Market
Value"). If the Closing Date occurs after January 1, 1999, the Assessor's Minimum Market
Value required as of January 1; 2000, but no other date, shall be reduced to $5,850,000.
Commencing with taxes payable in the year 2001 and thereafter during the term of this
Assessment Agreement, the Developer shall not seek a reduction of the market value of the
Improved Parcel for property tax purposes below the Assessor's Minimum Market Value stated
above, regardless of actual market values which may result from incomplete construction of
improvements to the Improved Parcel, or from destruction or diminution thereof by any cause,
insured or uninsured, except in the case of acquisition or reacquisition of any portion of the
Improved Parcel 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. If this Assessment Agreement is approved and certified by such Assessor in the form
of attached Exhibit B-1, 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.
.
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.
B-1
Resolution 98-4 - Con It.
EXHIBIT B
July 14, 1998
. This Assessment Agreement is effective as of the date hereof and shall remain in force
and effect until December 31, 2010.
IN WITNESS WHEREOF, the parties have caused the execution of this Assessment
Agreement as of this _ day of , 1998.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN
VALLEY
By:
Its:
UNITED PROPERTIES INVESTMENT COMPANY
.
By:
Its:
And:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _day of _, 19-, by
, the of THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, on behalf of the organization.
Notary Public
.
B-2
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of
19 _, by , the , and , the
of United Properties Investment Company, a Minnesota
corporation, on behalf of the organization.
Notary Public
DRAFTED BY:
Best & Flanagan LLP
4000 U.S. Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
B-3
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
EXHIBIT B-1
ASSESSOR'S CERTIFICATION
The undersigned, being the duly qualified and acting Hennepin County Assessor, hereby
certifies that:
I. He is the assessor responsible for the assessment of the Development Property
described in the foregoing Assessment Agreement;
2. He has read the foregoing Assessment Agreement;
3. He has received and read a copy of the Private Development Agreement;
4. He has received and reviewed the architectural and engineering plans and
specifications for the improvements agreed to be constructed on the Development
Property by United Properties Investment Company pursuant to the Private
Development Agreement;
5.
He has reviewed the market value previously assigned to the Development
Property upon which such improvements are to be constructed; and
6.
The undersigned assessor, being legally responsible for the assessment of the
above described Development Property upon completion of the improvements to
be constructed thereon, hereby certifies that the market value assigned to the
Improved Parcel (as defined in the Assessment Agreement) and the improvements
thereto upon completion shall not be less than $11,700,000 on January 1, 2000,
and on each January I thereafter, increased on each such date by $90.00 for each
square foot of building improvements in excess of 130,000 square feet, and
decreased for all years by the fair market value of any portion of the
improvements taken in condemnation or by the power of eminent domain fOF
which reconstruction is impracticable, and by the cost for any unimproved portion
of the Improved Parcel taken in condemnation or by the power of eminent
domain. If the Closing Date occurs after January I, 1999, the assigned market
value required as of January 1,2000, but no other date, shall be reduced to
$5,850,000.
Dated:
, 19~
Hennepin County Assessor
Hennepin County, Minnesota
B-I-l
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
EXHIBIT C
CERTIFICATE OF COMPLETION.
THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY
OF GOLDEN V ALLEY, a public body corporate (the "HRA"), and United Properties
Investment Company, a Minnesota corporation ("Developer"), previously entered into the
Goklen Hills Central 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:
Tract A, Registered Land Survey No. 661, Files of Registrar of Titles, County of
Hennepin.
Section 4.2 of the Agreement contains covenants requiring completion of the construction
of the improvements. It is hereby certified that all ofthe covenants in the Agreement requiring
completion of the construction of the improvements have been duly and fully performed by
Developer as of the date hereof and that the rights and remedies of the HRA for breach of such
.covenants are hereby released absolutely and forever insofar as they apply to the property
described above. The Registrar of Titles in and for the County of Hennepin and State of
Minnesota is hereby authorized to accept for recording and to record the filing of this instrument.
This instrument shall be conclusive determination of the satisfactory termination of the
covenants of Section 4.2 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.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN
V ALLEY
By:
Its:
And:
Its:
C-l
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
. STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of _, 19_, by _
and , respectively the and 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 LLP
4000 U.S. Bank Building
~O 1 Second Avenue South
Minneapolis, Minnesota 55402-4331
.
C-2
.
.
:;0
f1)
VI
o
-'
s:::
M-
.....
o
:3
I.D
00
I
~
("'")
o
:3
M-
0
('T1
<:
('T1
I rrl
0 ('T1 X
" x :x:
:;s:: :x: ......
rrl ...... 00
:z:: 00 ......
_;:}~<:~;atE~;_:fr_;:,~.1 ~~.'j(~- ~ - :-:~- ~. -;?,.: ~ . :~'. .~ ' ..:: i. J: l~j13~;:;;~}.; , I:; ~ . I; ...... --I
0 . , : ' , --I
I o:l
....... ,/,:;",;", '''',..1;;,.. :,...~~.. . "C', ~~li~:\, ....~ \, 1\ .~\.. I'. \,\ \,..l ~'.' 'I'~ I ,:,',";';~"\( -'," 0
... ,I. _ ... .. L ..,. ,. . _ ..' -, , . . , ~ , . . " ", ._," ... o-
J>
:z::
V)
SITE PLAN SCHEME 'c'
Conceptual Studies For
GOLDEN V ALLEY OFFICE DEVELOPMENT
UNITED PROPERTIES
r
o
lilt
tI1
120'
c...
s:::
-'
'<
840'
N.EB
.....
~
.....
I.D
I.D
00
Smalwood, Reynolds, Stewart, and Stewart, and Assodates, Inc. Arditects.
,^ ,~ ~,~ ~~~M''''''''' "". T"'" Mll"HrrrrT AND MAY NOT BE USED DR REPRODUCED WITHOUT HIS WRITTEN PERMISSION.
DAlE: J..HlI. 98
.
I::)
I
N
~
m
3
IS'-
XENIA AVE.
ICID
ICID
.
;;0
n>
en
o
--'
c::
cT
.....
o
='
~
00
I
~
(""')
o
='
-
c-I"
.
I
~
:c:
SURFACE PARKING
610 SPACES
BASEMENT PARKING
60 SPACES
STRUCTURED PARKING
(ONE lEVEl)
275 SPACES
TOTAL PARKING
945 SPACES
I"T1
><
:J:
......
c:c
......
-l
c:c
c....
c::
--'
N.E9 ~
240" .....
~
..
.....
~
~
00
SITE PLAN SCHEME 'D'
Conceptual Studies For
GOLDEN V ALLEY OFFICE DEVELOPMENT
UNITED PROPERTIES
Smalwood, Reynolds, Stewart, and Stewart, and AssocIates, h:. Architects.
_ ~ ... ~ .. ..... ......""'<'MY "f' ~, AR~rrrCT AND MAY NO! ~~.USED OR REPRODUCED WITHOUT HIS WRmEN PERMISSION.
DATe: J.t.L 98
.
.
.
: :.~.!. ";'~"._~-"::"'.' :.: :.' ..~;.;.~.:;_~.:.t~~:e:;:,~13"~k.~~~..v:Ji*~-:4l'i,~~"':{~~;~'"'!.-f:~i~'~:'"!.~~~::..'~:::=.;:~~/:' '~."'''. ". ... ...~~....._~.,..~ ~. . ~
;;0
CD
-1J)
o
--'
c
c+
.....
,
o
::s
\0
ex>
I
~
n
o
::s
-
("to
.
o
I
W
fT1
><
:J:
.......
o:l
.......
-l
SITE SECTION
Conceptual Studies For
GOLDEN V ALLEY' OFFICE DEVELOPMENT
UNITED PROPERTIES
Smallwood, Reynolds, Stewart, and Stewart, and Associates, Inc. Architects.
c....
c
--'
THIS DRAWING IS THE PORPERlY OF THE ARCHITECT AND MAY NOT BE USED OR REPRODUCED WITHOUT HIS WRITTEN PERMISSION.
.,.------.--.---.. --_. .-..--
'<
)23.00
......
~
..
......
\0
\0
ex>
.
o
I
~
SITE PLAN
Conceptual Studies For
GOLDEN V ALLEY OFFICE DEVELOPMENT
UNITED PROPERTIES
I J
o ~ eo' J2O' 240'
Smalwood, Reynokls, Stewart, and Stewart, and Associates, R:. Arditects.
.
::0
ro
II)
o
.......
c:
c+
.....
o
~
1.0
CXl
I
~
("'")
o
~
-
c+
.
l'Tl
><
:J:
......
c:c
......
--i
c:c
Co..
c:
.......
'<
N.EB
.......
~
..
.......
1.0
1.0
CXl
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
EXHIBIT E
LIMITED WARRANTY DEED
FOR VALUABLE CONSIDERATION, THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN V ALLEY, a public body corporate
created pursuant to Minnesota Statutes, Section 469.001 et seq. ("Grantor"), hereby grants,
bargains and conveys to United Properties Investment Company, a Minnesota corporation
("G.tantee"), real property in Hennepin County, Minnesota, described as follows (the "Property"):
Tract A, Registered Land Survey No. 661, Files of Registrar of Titles, County of
Hennepin;
together with all hereditaments and appurtenances belonging thereto. Grantor, for itself and its
successors and assigns, hereby covenants with Grantee and its successors and assigns, that it has
not made, done, executed, or suffered any act or thing whatsoever whereby the Property, or any
part thereof, now or at any time hereafter, shall or may be imperiled, charged or encumbered in
any manner whatsoever, except for any covenants, conditions, or restrictions contained in the
Golden Hills Redevelopment Plan adopted by Grantor in 1984, as amended (the "Plan"), and any
~ovenants, conditions, or restrictions contained in the Golden Hills Central Private Development
Agreement dated July 14, 1998, between Grantor and Grantee (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 ofthe Agreement. It is also understood and agreed that, prior to December 31, 2010,
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 period provided in Section 10.2 of the Agreement, exists prior to
the recording of the Certificate of Completion, then Grantor shall have all of the rights and
remedies specified in Section 10.2 of the Agreement.
E-l
.
.
.
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
3. Grantee hereby agrees to do the following:
(a) Maintain insurance of such types and amounts as specified in Article VI of
the Agreement;
(b) Pay all real estate taxes and special assessments on the Property when due
and not seek or cause a reduction in such taxes, except as permitted under
the Agreement;
(c) Devote the Property to only such uses as are permitted under the
Agreement.
The parties agree that the covenants contained in this Section shall terminate on
December 31, 2010.
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
behalfby its duly authorized representatives this _ day of , 19_.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN
V ALLEY
By:
Gloria Johnson
Its Chair
By:
William S. Joynes
Its Director
E-2
Resolution 98-4 - Can't.
EXHIBIT B
July 14, 1998
. STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of , 19 _, 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 LLP
4000 U.S. Bank Building
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
.
E-3
.
.
.
Resolution 98-4 - Con't.
EXHIBIT B
July 14, 1998
EXHIBIT F
DEMOLITION SPECIFICATIONS,
The professional wrecking by a licensed contractor of any buildings, structures, tanks or
manmade objects. It consists of the removal of all hazardous/toxic waste materials from site
(other than materials in the soil or groundwater) to a licensed landfill area (licensed in the
disposal of toxic waste materials) prior to demolition work.
All work shall be complete and include the capping or removal of existing utilities, except
those to be relocated, and the wrecking and removal of all footings, foundations, floor slabs,
subsurface tanks, buried utility lines sized in excess of 6" in diameter, steps, stoops, private
sidewalks, site lighting poles, driveways and provide for a clean sand fill compacted to a
minimum average of 100% of the modified Proctor density (AJTM D1557) with individual tests
to have a minimum compaction of98% of the modified Proctor density. The sand to be
classified as a poorly graded sand (SP) or poorly graded sand with silt (SP-SM) with less than
12% passing the number 200 sieve and less than 50% passing the number 40 sieve.
All piping, heating plants, fuel storage tanks, appliances and other debris shall be removed
from site to a licensed landfill area.
All work shall be performed in conjunction with State, City and/or local ordinances and
reasonable restrictions.
F-l