99-15 HRA Resolution
Resolution 99-15
November 29, 1999
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Commissioner tv1icks introduced the following and moved its adoption:
RESOLUTION CONDITIONALLY APPROVING SALE OF
CERTAIN REAL PROPERTY IN THE
VALLEY SQUARE REDEVELOPMENT AREA - AREA B
(Common Bond Communities)
WHEREAS, the Housing and Redevelopment Authority in and for the City
of Golden Valley (hereinafter "HRA") and the City Council for the City of Golden
Valley (hereinafter "City") have approved the Valley Square Redevelopment
Plan; and
WHEREAS, the Valley Square Redevelopment Plan contemplates mixed
use development in Area B; and,
WHEREAS, CommonBond Communities (hereinafter referred to as
"Developer") has made a proposal for the construction of rental housing units in
conjunction with others of retail, office and for-sale housing; and,
WHEREAS, the HRA has reviewed the terms of the proposal made by the
Developer and they appear to be reasonable and within the overall guidelines for
. redevelopment of the Valley Square Redevelopment Area; and
WHEREAS, the HRA has determined the use value of the real property
contemplated by the Developer's proposal; and,
WHEREAS, pursuant to Minnesota Statutes 9469.029, the HRA has duly
given notice in the form attached as Exhibit A of a public hearing on the
proposed sale of the property legally described in Exhibit B attached hereto
(hereinafter the "Subject Property") and has duly held said public hearing.
NOW, THEREFORE, BE IT RESOLVED, that the HRA does hereby make
the following findings and determinations:
1. Proper published notice of the proposed sale of the Subject
Property described above has been given and a public hearing has been held
thereon, all in accordance with the provisions of Minnesota Statutes 9469.029;
2. The use of the Subject Property proposed by the Development
is reasonably within the overall guidelines of the Valley Square Redevelopment
Plan.
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Resolution 99-15 - Continued
November 29, 1999
3. The use value of the Subject Property is hereby established as
$187,500;
4. In consideration of the restrictions on the sale and use of the
Subject Property imposed by Minnesota Statute 9469.029 and the restrictions
imposed by the Valley Square Redevelopment Plan, sale of the Subject Property
to the developer at $187,500 is appropriate.
BE IT FURTHER RESOLVED THAT subject to delivery by Developer to
the HRA Director on or before 4:30 PM on December 29, 1999 of the Deposit
called for by Section 4.4 of the attached Redevelopment Agreement (Exhibit C),
then:
1. The sale of the Subject Property to the Developer on the terms
and conditions set forth in the development agreement attached hereto as
Exhibit G 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
ag reement. .
4. If the delivery of such deposit is not made to the HRA Director
as required above, this approval, authorization and authority granted hereby is
null and void.
Motion for the a ption of the foregoing resolution was seconded by
Commissioner Bakken; and upon a vote taken thereon, the following voted in
favor thereof: Anderson, Bakken, Johnson, LeSuer and Micks; and the following
voted against the same: none, whereupon said resolution was declared duly
passed and adopted, signed by the Chair and her signature attested by the
Director.
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Resolution 99-15 (Con't.)
EXHIBIT A
November 29,1999
NOTICE OF PUBLIC HEARING
(APPROVAL OF SALE OF CERTAIN REAL PROPERTY TO
THE ROTTLUND COMPANY, INC., BROOKSTONE-VANMAN, LLC,
AND COMMONBOND COMMUNITIES
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 Monday, November 29,
1999, at 7:00 PM and will then and there consider the sale and terms of sale of
the following described tract located in Golden Valley, Minnesota, to The
Rottlund Company, Inc., Brookstone-Vanman, LLC, and Common Bond
Communities for redevelopment pursuant to Minnesota Statutes Section
469.029. The legal description is as follows:
Lots 1 and 2, Block 1 and Lots 1 and 2, Block 3, Valley Square 3rd
Addition, Golden Valley, Hennepin County, Minnesota and Maren Lane
extending from t~e west right-of-way line of Winnetka Avenue to the east
right-of-way line of Golden Valley Road.
The proposal is to construct approximately 132 for-sale-housing units, an
office/retail building of approximately 36,000 sq. ft., and 25 rental housing units.
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
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Resolution 99-15 (Con't.)
EXHIBIT B
November 29,1999
EXHIBIT B
LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
Lot 1:
Those parts of Lot 2, Block 1, VALLEY SQUARE 3RD ADDITION, according to
the recorded plat thereof, Hennepin County, Minnesota, and vacated Maren Lane
lying westerly of the southerly extension of the east line of said Lot 2, which lie
northerly and easterly of a line described as commencing at the southeast corner
of said Lot 2; thence on an assumed bearing of South 1 degree 06 minutes 02
seconds East, along said southerly extension of the east line of Lot 2, a distance
of 13.00 feet to the point of beginning of the line to be described; thence South
88 degrees 53 minutes 58 seconds West a distance of 209.83 feet; thence North
32 degrees 48 minutes 03 seconds East a distance of 40.44 feet; thence North 0
degrees 03 minutes 37 seconds East a distance of 49.31 feet; thence
northeasterly a distance of 24.75 feet along a tangential curve concave to the
southeast, having a radius of 30.00 feet and a central angle of 47 degrees 16
minutes 36 seconds; thence North 47 degrees 20 minutes 13 seconds East,
tangent to said curve, a distance of 75.75 feet; thence northerly a distance of
29.36 feet along a tangential curve concave to the northwest, having a radius of
35.00 feet and a central angle of 48 degrees 03 minutes 55 seconds; thence
North 0 degrees 43 minutes 42 seconds West, tangent to the last described
curve, a distance of 179.94 feet to the northerly line of said Lot 2 and said line
there terminating.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
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COMMONBOND COMMUNITIES PRIV ATE DEVELOPMENT AGREEMENT
THIS AGREEMENT, effective as of , 1999, 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 COMMONBOND COMMUNITIES,
a Minnesota nonprofit corporation with its principal office at 328 Kellogg Boulevard West, St.
Paul, Minnesota 55102-1900 ("Developer").
WHEREAS, the HRA and the City of Golden Valley (the "City") adopted the Valley
Square Redevelopment Plan on July 10, 1978, and have since made certain amendments thereto
(as amended, the "Plan"), for the purpose of redeveloping approximately 200 acres located in the
City of Golden Valley (the "Redevelopment Area"); and
WHEREAS, the Redevelopment Area has been designated as a redevelopment 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; arid
. WHEREAS, Developer has submitted to the HRA a proposal for the development of 25
units of affordable rental family townhomes (the "Project"), on a site in the RedevelopmentArea
owned by the HRA and legally described in attached Exhibit A; and
WHEREAS, the Project is part of a master plan for the redevelopment of a larger area in
the Redevelopment Area which is referred to herein as Area B-1; and
WHEREAS, the, master plan also provides for the development by another developer of
58 urban townhomes and 74 stacked flats (condominiums) on the central and west portions of
Area B-1 and for the development of a retail/office building and parking deck on the southeast
portion of Area B-1 by a third developer; and
WHEREAS, the HRA,after public hearing, has approved the Project as being consistent
with the provisions of the Plan; and
WHEREAS, Minnesota Statutes, Section 469.029, requires the adoption of a
development agreement between the parties setting forth the mutual rights and obligations of the
parties in accordance with the provisions of the Plan;
NOW, THEREFORE, in consideration of the foregoing, and in consideration of the
mutual terms and conditions contained herein, the parties hereby agree as follows:
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Resolution 99-15 (Con't.)
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ARTICLE I.
ARTICLE II.
ARTICLE III.
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EXHIBIT C
November 29, 1999
TABLE OF CONTENTS
Page
Definitions............................................................................................. 4
Section 1.1. Definitions....... ................................................................ .4
Representations and Warranties; Master Plan ...................................... 6
Section 2.1. Representations and Warranties by the HRA. ................. 6
Section 2.2. Representations and Warranties by Developer ................ 7
Section 2.3. Master Plan. ...................................................................... 8
Title and Other Matters.........................................................................9
Section 3.1 Marketable Title. ............................................................... 9
Section 3.2 Survey.. ........................................................................... 10
Section 3.3. Geotechnical and Environmental Analysis. .................. 10
Section 3.4. Platting ..................................... ....................................... 10
Section 3.5. P.U.D. Approval. ........................................................... 10
Section 3.6. Closing. .......................................................................... 10
Section 3.7. Recording. ............................ ............. ............................. 11
Section 3.8. Real Estate Taxes and Special Assessments. ................. 11
Section 3.9 . Use.............. ............... ..... .........................................."... 11
Section 3.10. Condemnation. ............................................................. 11
ARTICLE IV. Construction of Improvements ........................................................... 12
Section 4.1. Construction ofImprovements. ..................................... 12
Section 4.2. Commencement and Completion of Construction......... 12
Section 4.3. Certificate of Completion. ............................................. 13
Section 4.4. Deposit and Performance Bond. .................,....,.............. 13
ARTICLE V. Assessment Agreement and Payment of Taxes ....................!.............. 13
Section 5.1. Execution of Assessment Agreement. .............~............. 13
Section 5.2. Payment of Taxes, Assessments, etc................\............. 14
ARTICLE VI. Insurance ............. ...................... ................... ....................................... 14
Section 6.1. Insurance. ......................................................................... 14
ARTICLE VII. Undertakings of the HRA ................................................................... 16
Section 7.1 Sale of Development Property. ....................................... 16
Section 7.2. Limitations on Financial Undertakings of the HRA. ..... 16
Section 7.3. HRA's Option to Terminate. .......................................... 17
ARTICLE VIII. Mortgage Financing ............................................................................ 17
Section 8.1. Approval of Mortgage.......................,............................ 17
Section 8.2. Notice of Default; Copy to Mortgagee. ......................... 18
Section 8.3. Mortgagee's Option to Cure Defaults. ........................... 18
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
Section 8.4. HRA's Option to Cure Default on Mortgage. ................ 19
Section 8.5. Subordinate Liens. ......................................................... 19
ARTICLE IX
Restrictions on Transfer; Indemnification .......................................... 19
Section 9.1. Restrictions on Transfer. ................................................ 19
Section 9.2. Indemnification.. ............. .............. .......... ........... ............ 20
ARTICLE X.
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 10.4. No Additional Waiver Implied by One Waiver.. .........22
ARTICLE XI.
Additional Provisions. ...................................... ........ ........... ... ............ 22
Section 1l.1.Equal Employment Opportunity. .................................22
Section 11.2. Not for Speculation. ..................................................... 23
Section 11.3. Titles of Articles and Sections.. ................................... 23
Section 11.4. Notices and Demands., ................................................ 23
Section 11.5. Counterparts.. ...............................................................23
Section 116. Modification................................................... ............... 23
Section 11.7. Interpretation and Amendment. ................................... 23
Section 11.8. Severability.. ................................................................ 23
Section 11.9. Duration.. ..................................................................... 24
Section 11.10. Binding Effect. ...........................................................24
Section 11.11. Consents.. ................................................................... 24
Section 1l.12. Certificates. ................................................................ 24
ARTICLE XII. Termination of Agreement.................................................................. 24
Section 12.1. Developer's Options to Terminate. ..............................24
Section 12.2. Effect of Termination................................................... 25
EXHIBITS
A. Legal Description of Development Property
B. Legal Description of Area B-1
C. Assessment Agreement
C-l. Assessor's Certification
D. Certificate of Completion
E. Preliminary Plans
F Master Plan
G. Limited Warranty Deed
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
ARTICLE I.
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Agreement" means this CommonBond Communities Private Development Agreement
by and between The Housing and Redevelopment Authority in and for the City of Golden
Valley, Minnesota, and CommonBond Communities, a Minnesota nonprofit corporation, as the
same may be from time to time modified, amended or supplemented.
"Area B-1" means the real property currently described in attached Exhibit B, and to be
replatted as Lots 1-10 and Outlots A andB,P.U.D. No. 86.
"Assessment Agreement" means the assessment agreement to be executed by the HRA
and Developer, and certified by the Assessor for Hennepin County, pursuant to the provisions
and requirements of Minnesota Statutes, Section 469.177, Subdivision 8, establishing the
Assessor's Minimum Market Value for the Improved Parcel, a copy of which is attached hereto
as Exhibit C.
"Assessor's Minimum Market Value" means the agreed minimum market value for
calculation of real estate taxes certified by the Assessor for Hennepin County for the Improved
Parcel pursuant to the Assessment Agreement.
"Certificate of Completion" means the certification in the form of the certificate
contained in Exhibit D 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
each separate lot in the Development Property.
"City" means the City of Golden Valley, Minnesota.
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"Closing Date" or "Closing" means the date upon which the HRA conveys the
Development Property to Developer, which shall be after the Parties have obtained all necessary
permits, consents and approvals required for construction of the Improvements. The Parties
expect the Closing Date to be on or about March 1, 2001.
"County" means the County of Hennepin, Minnesota.
"Developer" means CommonBond Communities, a Minnesota nonprofit 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 buildings, roads, driveways, walks, trails, parking and other improvements to be installed or
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
constructed upon the Development Property pursuant to this Agreement. Such plans shall
include, at a minimum, for each building or other structure to be constructed on the Development
Property, at least the following: (i) site plan, (ii) floor plan for each floor, (iii) elevations (all
sides), (iv) exterior materials, and (v) landscape and drainage plan.
"Develo~ment Propertv" means the real property currently described in attached Exhibit
A, to be replatted as Lot 1, P.D.D. No. 86, but excluding any existing improvements.
"Event of Default" means an action by Developer listed in Section 10.1 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 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
thereon.
"Imorovements" means a minimum of25 units of affordable rental family townhomes,
with parking that meets the City Zoning Code requirements, plus all other improvements,
including roads, driveways, walks, trails, landscaping, fixtures and equipment, to be constructed
by Developer upon the Development Property pursuant to this Agreement, as such improvements
are defined.in the Development Plans, but not including tenant improvements.
"Master Plan" means the plan approved by the HRA for the redevelopment of Area B, a
copy of which is attached as Exhibit F.
"Mortgage" means any 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. Developer may grant more than one Mortgage on the Development
Property at the same time.
"Net Proceeds" means any proceeds paid by an insurer to Developer, the Holder of the
Mortgage, or the HRA under a policy or policies of insurance to be provided and maintained by
Developer pursuant to Article VI of this Agreement and remaining after deducting all expenses
(including reasonable fees and disbursements of counsel) incurred in the collection of such
proceeds.
"Parties" means the HRA and Developer.
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
"Party" means either the HRA or Developer.
"Plan" means the Valley Square Redevelopment Plan, adopted by the City and the HRA
on July 10, 1978, and as amended through the date hereof.
"Preliminary Plans" means the preliminary plans for the Improvements attached as
Exhibit D and hereby approved.
"Proiect" 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 $187,500 for the Development Property.
"Redevelopment Area" means the approximately 200 acres located in Golden Valley,
Minnesota that are subject to the Plan.
"State" means the State of Minnesota.
"Tax Increment District" means the Redevelopment Area.
"Tax Increment Financing Act" means the statutes located at Minnesota Statutes,
Sections 469.174 through 469.179, inclusive, as amended.
"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 Pr~ject
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: MasterPlan
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 hereunder;
(b) The Redevelopment Area constitutes a Redevelopment Project pursuant to
Minnesota Statutes, Section 469.002, and a Tax Increment Districtpursuant to Minnesota
Statutes, Section 469.042 and is an "existing project" pursuant to Minnesota Statutes,
Section 469.179;
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Resolution 99-15 (Can't.)
EXHIBIT C
November 29,1999
(c) The HRA has examined this Agreement, and has determined that its terms
and provisions are in accordance with the objectives embodied in the Plan, and are in the
best interests of the City and its residents;
(d) The Project, as defined and described in this Agreement, is in
conformance with the Plan;
(e) The BRA is the fee owner of the Development Property;
(f) There are no legal proceedings pending, or known to be threatened or
contemplated, to which the HRA is a party, or to which any property of the HRA is
subject, which, if determined adversely, would individually or in the aggregate have a
material adverse effect on the HRA's financial position, or prevent or impair the HRA's
ability to perform any covenants or obligations under this Agreement;
(g) The HRA shall act in good faith and use reasonable efforts to obtain all
consents and approvals required for 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 nonprofit corporation duly organized and in
good standing under the laws of the State, and exempt from federal and state income
taxes.
(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 performance
of this Agreementby 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 ~d conditions of this Agreement, is prevented or limited by, or in conflict with or
will result in a breach of, the terms, conditions or provisions of Developer's Articles of
Incorporation or Bylaws, 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.
(d) There are tio 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
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Resolution 99-15 (Can't.)
EXHIBIT C
November 29, 1999
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 audited 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).
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 2.3. Master Plan. The redevelopment of Area B-1 includes three separate
parts. In addition to Developer's Project, the HRA is currently negotiating a Private
Development Agreement with The Rottlund Company ("Rottlund") for the development of 58
urban townhomes on the west portion of Area B-1 and 74 stacked flats ( condominiums) on the
central portion of Area B-1. The HRA is also currently negotiating a Private Development
Agreement with Brookstone- V anman LLC ("Brookstone") for the development of a retail/office
facility and parking deck on the southeast portion of Area B-1. Execution or performance of
such Private Development Agreements is not a precondition to Developer's obligations under
this Agreement. The HRA expects that Rottlund's and Brookstone's projects will be developed
first and at the same time, and that Developer's project will be developed after completion of the
Brookstone project. The BRA also expects that some of the tenants in the buildings currently on
the Brookstone parcel may be relocated to the buildings currently on the Development Property
during construction of the Brookstone project. All of Area B-1 shall be included in a single,
multi-party planned unit development, phased according to the construction schedules: for the
three projects. I
Attached as Exhibit F is the Master Plan for the redevelopment of Area B-1, prbpared by
Rottlund, which addresses the following points: architecture, building materials, grading,
ponding, construction plan, scheduling, streets, utilities, parking, landscaping, treescaping, trails,
park amenities, maintenance of improvements, and related items. The Master Plan also describes
the easements which shall be granted by the developers to each other and the City for ingress and
egress, utilities, drainage, parking, internal roads, and other matters. The Master Plan also states
the percentage of the cost to be paid by each developer for any improvements to adjoining public
roads, and to construct the approved pond, trails, and internal roads. The Master Plan is hereby
approved by the HRA, and shall be submitted to the City for its approval. After approval by the
City, the Master Plan shall automatically be incorporated herein and made a part hereof. The
Master Plan shall not be amended thereafter without the consent of Rottlund, the HRA, and the
City. Developer's construction and operation of the Improvements shall conform to the Master
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
Plan in all material respects while this Agreement remains in effect, except to the extent the
Master Plan conflicts with the terms of this Agreement or requirements of the City.
ARTICLE III.
Title and Other Matters
Section 3.1. Marketable Title. Within 15 days after the City's approval of the plat for
the Development Property, Developer's execution of this Agreement, the HRA shall furnish
Developer with a commitment for the issuance of an owner's AL TA policy of title insurance with
respect to the Development Property, issued by an acceptable title insurance company, showing
marketable title in the HRA subject only to the following:
(a) Building, zoning and similar laws and ordinances;
(b) Mineral rights reserved to the State of Minnesota;
(c) Easements of record which will not interfere with Developer's proposed
development and use of the property;
(d) The lien of current real estate taxes, if any;
(e) The rights of lienors and encumbrancers which the HRA shall terminate
prior to the Closing Date;
(f) 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. Any other title or policy
costs, including the cost of any extended coverage, shall be paid by Developer.
Developer shall be allowed 15 business days from receipt of the commitment to make
objections thereto, 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, or the HRA shall obtain the
agreement of the title insurance company prior to the ClosingDate 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 thereofto the HRA. The Closing Date shall be extended for a
reasonable period tothe extent necessary for the HRA to cure the objections.
Section 3.2. Survey. The HRA shall, within 15 days after the City's approval of the
plat for the Development Property, and at its expense, obtain from a registered land surveyor a
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
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boundary line survey showing the Development Property to the nearest hundredth of a square
foot, showing existing improvements and utilities, and also showing all easements of record or in
use, all roads ~d en~roachments, and any gaps or overlaps.
Section 3.3. Geotechnical and Environmental Analysis. The HRA has previously
delivered to Developer copies of all written reports and analyses in its possession concerning the
presence of Hazardous Substances known to be on, in, or under the Development Property. The
HRA has no actual knowledge of the existence of any Hazardous Substances on, in or under the
Development Property except as described in such reports and analyses. Pursuant to an Access
Agreement between the Parties, the HRA has granted Developer access to the Development
Property to perform a reasonably complete geotechnical and environmental analysis of the
Development Property. Developer shall complete such analysis as soon as practicable. In the
event Developer reasonably determines, based upon the results of the analysis, that construction
of the Improvements is not practicable without material additional cost due to existing soil or
groundwater conditions, or due to the presence of Hazardous Substances on the Development
Property, Developer shall have the option of terminating this Agreement pursuant to Section
12.1(d). Any such termination must occur within 30 days after the execution of this Agreement,
or the right to terminate shall lapse.
Except as provided in the prior paragraph, the HRA makes no representation or warranty,
express or implied, concerning the presence on, in or under the Development Property of any
Hazardous Substances, and the HRA disclaims any and all liability . and responsibility to
Developer in connection therewith.
. Section 3.4. Platting. Developer shall replat the Development Property as soon as
practicable with the following legal description: Lot 1, P.U.D. No. 86. Developer shall
complete any additional surveying or platting required by the City in order for Developer to
obtain P.U.D. approval from the City for construction of the Improvements. The completion of
platting by Developer shall be a condition of closing.
Section 3.5. P.U.D. Approval. Rottlund has applied to the City for P.U.D. approval for
a single multi-party P.U .D. for the three projects included in the redevelopment of Area B-1.
Developer, at its sole cost and expense, shall cooperate with Rottlund and use its best ~fforts to
obtain all required approvals as soon as practicable. The P.U.D. shall be phased accotding to the
construction schedules for the three projects. All three projects will be included in th~
preliminary plan approval. Separate general plan approvals may be provided for each10fthe
projects, but the proposed schedule for all of the projects must be provided at the time of general
plan approval for the first phase. Significant changes to any phase at the time of general plan
approval may require reconsideration of the preliminary plan approval.
.
Section 3.6. 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 G 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
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EXHIBIT C
November 29,1999
.
Property in the HRA, subject to the rights of the Holder of a 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
Agreement or the Assessment Agreement, except where expressly provided in such agreements.
All costs of the conveyance of the Development Property to Developer, including any
and all fees and charges relating to such conveyance, and filing or recording fees and any and all
other taxes and charges payable in connection with such conveyance, if any, shall be wholly
borne by Developer, except the State deed tax which shall be paid by the HRA. 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 3.7. Recording. Developer shall cause the title insurance company to promptly
file the Agreement, the Deed, and the Assessment Agreement in the office of the Hennepin
County Recorder. Developer shall pay all costs of recording, except the State deed tax which
shall be paid by the HRA.
Section 3.8. Real Estate Taxes and Special Assessments. The Parties shall pro rate the
real estate taxes which are payable on the Development Property in the year of Closing. The
HRA shall also pay in full all special assessments which are levied, pending or deferred on the
Development Property as of the Closing Date. Except as provided herein, Developer shall pay
all real estate taxes and special assessments which become payable on the Development Property
after the Closing.
.
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 affordable rental family townhomes 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, color, religion, sex, age, national origin, or political affiliation. If the Plan is
subsequently amended in a material respect, such amendment shall not bind Developer or the
Development Property without Developer's consent, which consent shall not be unreasonably
withheld or delayed. To the extent that there are any conflicts between this Agreement and the
Plan, the provisions of this Agreement shall govern, and the approval by the HRA of this
Agreement shall constitute an amendment of the Plan.
.
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 Closing 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 of a 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
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
the building Improvements have been taken, then to reconstruct such part) upon the
. Development Property.
.
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ARTICLE IV.
Construction of Improvements
Section 4.1. Construction of Improvements. On or before February 1,2000, Developer
shall deliver to the HRA' s Executive Director the Development Plans for the Improvements. If
the HRA's Executive Director fails to approve the Development Plans in his reasonable
discretion, Developer shall cooperate with the HRA's Executive Director in making such
changes as are required for his reasonable approval. If the Development Plans are not approved
by the HRA's Executive Director within 60 days after his receipt, either Party may terminate this
Agreement.
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.
Prior to the Closing Date, the HRA shall demolish the existing improvements on the
Development Property and grade the site. The grading plan shall be subject to the mutual
agreement of the Parties.
Section 4.2. Commencement and Completion of Construction. Promptly after the
Closing Date, Developer shall commence construction of the Improvements. Developer shall
diligently prosecute construction of the Improvements to completion and shall substantially
complete construction of the Improvements, and receive a Certificate of Occupancy, on or before
April 30, 2002.
The times provided herein for commencement and completion of construction shall also
be extended to the extent of any Unavoidable Delays. All work with respect to the !
Improvements to be constructed or provided by Developer on the Development Property shall be
in substantial conformity with the Development Plans as submitted by Developer andl approved
by the HRA, and in compliance with all applicable laws and regulations. i
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.
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EXHIBIT C
November 29, 1999
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Section 4.3. Certificate of Completion.
(a) Promptly after the City's issuance of a Certificate of Occupancy for the
Improvements, the BRA will furnish Developer with a Certificate of Completion, in
substantially the form set forth in Exhibit D 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. The Certificate of Completion shall be in
recordable form.
(b) If the BRA shall refuse or fail to provide the Certificate of Completion in
accordance with the provisions of this Section, the BRA 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 the Certificate of
Completion.
.
Section 4.4. Deposit and Performance Bond. Within 30 days after execution ofthis
Agreement, Developer shall deposit $25,000 with the BRA to secure all of Developer's
obligations under this Agreement(the "Deposit"). The BRA shall treat the Deposit as a separate
account on its books, but the BRA may commingle the Deposit with its other funds for purposes
of investment and reinvestment. All interest earned on the Deposit shall accrue to the BRA. If
this Agreement terminates prior to the Closing Date as the result of an Event of Default by
Developer, Developer shall forfeit its right to the return of any funds from Deposit, but the
HRA's rights under this Section 4.4 shall not limit any other remedy to whichit is entitled under
this Agreement or at law or equity due to an Event of Default by Developer, except to the extent
that the BRA's damages are reduced by any amounts received under this Section 4.4.
At the Closing, Developer shall deliver to the BRA a performance bond in the amount of
$100,000, which shall secure all of Developer's obligations under this Agreement. The
performance bond shall be in a form and issued by an insurance company previously approved
by the HRA. Upon receipt of the performance bond, the BRA shall return to Developer the
amount of the Deposit, without interest. The BRA's rights with respect to the performance bond
provided under this Section 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 BRA's damages are reduced by any amounts received under the performance bond.
ARTICLE V.
Assessment Agreement and Payment of Taxes
.
Section 5.1. Execution of Assessment Agreement. Developer agrees, upon the closing
Date, to execute 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 Improved
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
Parcel for calculation of real estate taxes pursuant to Minnesota Statutes, Section 272.01, or any
successor statute. The Assessment Agreement shall be in the form of Exhibit C. Specifically,
Developer shall agree that the land and all improvements thereto comprising the Improved Parcel
with respect to which any real estate taxes, or taxes in lieu thereof which are levied or assessed
and payable by Developer, shall be assessed to be of a market value on January 2, 2002, and
January 2 of every year thereafter until December 31,2010 (for taxes payable in 2003 and
subsequent years), of $40,000 per living unit, not including up to five Hollman units which shall
not be subject to the Assessment Agreement, but which shall be subject to payments in lieu of
taxes, and decreased in 2002 and subsequent years by the fair market value of any portion of the
Improvements taken in condemnation or by the power of eminent domain for which
reconstruction is impracticable as provided in Section 3.11.
Section 52 Payment of Taxes. Assessments. Etc. Following the Closing Date,
Developer agrees to payor cause to be paid, on or before 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 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 this Agreement and the Assessment
Agreement.
ARTICLE VI.
Insurance
Section 6.1. Insurance.
(a) Developer shall provide and maintain, or cause to be maintained, at all
times during the process of constructing the Improvements, at its sole cost and expense,
and, from time to time at the request of the HRA, furnish the HRA with proofiof payment
of premiums on: I
(i) Builder's risk insurance, written on the so-called "Buildtr'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 $1,000,000 per occurrence and $2,000,000 annual aggregate (to accomplish
the above-required limits, an umbrella excess liability policy may be used). The
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
.
interest of the HRA shall be protected in accordance with a clause in form and
content satisfactory to the HRA; and
(iii) Worker's compensation insurance, with statutory coverage.
The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form
and substance 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 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 t6
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 under a
policy or policies covering such risks as are ordinarily insured against by similar
businesses, including (without limiting the generality of the foregoing) fire,
extended coverage, vandalism and malicious mischief, explosion, water damage,
demolition cost, debris removal, and collapse in an amount not less than 90
percent of the full replacement cost of the Improvements, but any such policy may
have a deductible amount of not more than $25,000. No 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 $1 ,000,000 per occurrence and $2,000,000 annual aggregate.
(iii) Worker's compensation insurance respecting all employees of
Developer in amounts not less than the minimum required by statute.
.
(c) All insurance required in this Article VI shall be taken out and maintained
in responsible insurance companies selected by Developer which are authorized under the
laws of the State to assume the risks covered thereby. At the first time that any insurance
is required to be in effect hereunder, Developer will deposit with the HRA a certificate or
certificates or binders of the respective insurers evidencing that such insurance is in force
and effect. Unless otherwise provided in this Article VI, each policy shall contain a
provision that the insurer shall not cancel or modify it without giving written notice to
Developer and the HRA at least thirty (30) days before the cancellation or modification
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
becomes effective. Upon the HRA's request, Developer shall furnish the HRA evidence
satisfactory to the HRA that any policy required hereunder is in effect. In lieu of separate
policies, Developer may maintain a single policy, or blanket or umbrella policies, or a
combination thereof, which provide the total coverage required herein, in which event
Developer shall deposit with the HRA a certificate or certificates of the respective
insurers as to the amount of coverage in force upon the Improvements.
(d) In the event the Improvements or any portion thereof is destroyed by fire
or other casualty, then Developer shall within one year after such damage or destruction
(or within two years in the event of damage or destruction to the Improvements in excess
of$I,OOO,OOO, 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 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 Of
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 Mortgage. The HRA
agrees to subordinate its rights under this paragraph to the Holder of a Mortgage, but only
to the extent of amounts owing to the Holder under the Mortgage.
ARTICLE VII.
Undertakings of the HRA
Section 7.1. Sale of Develooment Property. As consideration for the purchase of the
Development Property and construction of the Improvements by Developer, the HRA agrees to
complete, subject to the provisions of Section 7.2 below, the following actions:
(a) Sale of the Development Property to Developer pursuant to th~ Deed on
the Closing Date; I
(b) Vacate Maren Lane if necessary;
(c) Use reasonable efforts with the City so that the Improvements may
constitute a permitted use under the zoning ordinance of the City;
(d) Cooperate with the City and the State to obtain Livable Communities
funds for ponding in Area B-1; and
(e) 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
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
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;
(c) The HRA and Developer have received all necessary approvals from the
City, the County Assessor and other authorities to implement this Agreement; and
(d) The HRA is not the subject of any court or administrative proceeding
seeking to enjoin or otherwise prevent the HRA from taking any action under this
Agreement.
The Parties agree that the failure of the Closing to occur due to any of the above reasons
shall not constitute an event of default by the HRA.
Section 7.3. HRA's Option to Terminate. 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 1,2001. Termination of this Agreement
pursuant to this Section 7.3 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 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 Directordetermines that the terms of the 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 Mortgage.
The Holder of the Mortgage (or any nominee or agent controlled by the Holder) shall not
be obligated to undertake or continue construction or completion of the Improvements while in
possession of the Development Property pursuant to the foreclosure, or conveyance by
Developer to the Holder in lieu of foreclosure, except upon express assumption of such
obligation as provided in Section 8.3, provided that nothing in this Section or in any other section
of this Agreement shall be deemed or construed to permit any Holder to devote the Development
Property or any portion thereof to any use, or to construct any improvement, other than those
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Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
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
he 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 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 agreem~nt shall
provide that all obligations of the Holder thereunder shall terminate at such time as t~e
Agreement is assigned by the Holder in accordance with the provisions of Section 9. ~ of the
Agreement or in accordance with the following paragraph. Any Holder who shall prqperly
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 Mortgage acquires the interest of Developer under the terms of the Agreement, the
Holder shall be permitted to assign its interest in the Agreement with the consent of HRA, which
consent shall not be unreasonably withheld or delayed. In exercising its judgment as to whether
or not to grant such consent, the HRA shall take into account only the financial condition and
experience of the proposed assignee and its capacity to perform the obligations remaining to be
performed under the Agreement at the time of such assignment; provided that, after the
Certificate of Completion has been issued, the experience of the proposed assignee shall no
longer be a factor considered by the HRA as to whether or not grant such consent. In addition,
the Holder may assign its interest at any time without the consent of the HRA to a person with a
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Resolution 99-15 (Can't.)
EXHIBIT C
November 29,1999
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, 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 VII, the mortgagee, within ten (l0) days after it has declared or given notice to
Developer of a default, shall notify the HRA in writing of:
(a) the factpfthe 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 for the final unit. The HRA shall have a period of35
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 Development Property in favor of
the HRA, subordinate to the lien of any 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 Mortgage
permitted under this Article. Developer may, at its own expense, in its own name and in good
faith, contest any involuntary lien, charge or encumbrance and not be in default hereunder
provided Developer first posts a bond or provides other security to the HRA or to the Holder, or
to an agent of the Holder, including, without limitation, a title insurance company, which the
HRA reasonably determines is adequate to protect the interest of the HRA.
ARTICLE IX.
Restrictions on Transfer: 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.
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EXHIBIT C
November 29,1999
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 andthe 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
herein. In that 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 of this Agreement for the remainder of its term.
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 units by Developer or the sale, assignment or transfer by
Developer of the Development Property (or any part thereof) to a limited partnership in which
Developer, or a wholly owned subsidiary of Developer, retains an 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 wrongful 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
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
I
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 useCl 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 Date.
(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.
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November 29, 1999
(d) Until December 31, 2010, 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 or the Assessment Agreement.
(e) Until the Certificate of Completion has been issued, filing by Developer in
any court, pursuant to any federal or State statute, of a petition in bankruptcy or
insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a
portion of Developer's property, or an assignment by Developer for the benefit of
creditors.
(f) Until the. Certificate of Completion has been issued, filing against
Developer in any court, pursuant to any federal or State statute, of a petition in
bankruptcy or insolvency, or for reorganization, or for appointment of a receiver or
trustee of all or a portion of Developer's properties, if such proceeding is not dismissed
within 90 days after commencement thereof.
(g) Until the Certificate of Completion has been issued, commencement by
the Holder of any Mortgage of foreclosure in the event of a default in any of the terms or
conditions of the 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.
Section 10.2. Remedies on Default. Whenever any Event of Default occurs, the HRA,
subject to any rights of the Holder of a Mortgage which has been approved by the HRA pursuant
to Section 8.1 of this Agreement, may take anyone or more of the following actions (but only if
the HRA is not then in default and only after provision of 60 days' written notice which sets forth
the nature of the default to Developer in the case of an Event of Default under Section lO.1(a),
(b), ( c), or (d), and then only if such an Event of Default has not been cured within said 60 days
or, if such an Event of Default cannot be cured within 60 days, Developer does not provide
assurances to the HRA reasonably satisfactory to the HRA that such an Event of Default will be
cured as soon as reasonably possible and that it will not jeopardize the purposes of this
Agreement and of the Plan):
(a) The HRA may suspend its performance under 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 the Closing Date but prior to issuance
of the Certificate of Completion, the HRA may reenter and take possession of the portion
of the Development Property, revest title to that portion of 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
21
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
.
Property at the bestprice 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, taxes, assessments, utility charges,
payments made to discharge any encumbrances or liens, reasonable attorney's fees and
expenses; second to the Holder of a 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
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
under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power may ,be
exercised from time to time and as often as may be deemed expedient. I
. :
Section 10.4. No Additional Waiver Implied by One Waiver. In the event an~
agreement contained in this Agreement should be breached by any Party and thereaftdr waived
by any other Party, such waiver shall be limited to the particular breach~o waived and shall not
be deemed to waive any other concurrent, previous or subsequent breach hereunder.
ARTICLE XI.
Additional Provisions
Section 11.1. Eaual Emplovment ODoortunitv. 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.
.
22
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.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
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 328 Kellogg Boulevard West, St. Paul, Minnesota 55102-1900, Attention:
Douglas F. Mayo, Director of Housing, with copies to Angela M. Christy, Leonard,
Street and Deinard, P.A., 150 South Fifth Street, Suite 2300, Minneapolis, Minnesota
55402.
(b) in the case of the BRA, 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 Mortgage or by
a prospective Holder of a prospective 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.
23
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
Section 11.9. Duration. This Agreement shall be effective as'~fihe date hereof and
shall continue in full force and effect until December 31, 2010. This Agreement shall survive the
Closing Date and the HRA'sdelivery of any Deed to Developer.
Section 11.10. Binding Effect. Subject to the provisions of Article X, 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.
AR TI CLE XII.
Termination of Agreement
Section 12.1. Developer's Ol'tions 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 1,2001, unless extended by the Parties;
,
(c) Subject to Section 2.2(f) and Section 2.3, if Developer does not~eceive
prior to the Closing Date all approvals and consents from governmental authorities which
are reasonably required for construction and use of the Improvements;
(d) Subject to Section 3.3, if Developer reasonably determines that
completion of the Project is not feasible due to title defects or soil or environmental
conditions; or
(e) On or before June .1,2001, if Developer has not received debt and equity
commitments necessary to construct 100 percent of the Improvements.
In the event of a default by the HRA prior to the Closing Date which is caused by the
HRA's failure to pay any amount which it is required to pay under this Agreement, Developer, in
24
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
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 XI, 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 XI 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 du1y executed in
its name and behalf and its seal to be hereunto duly affixed and Developer has caused this
Agreement to be duly executed in its name and behalf, on or as of the date first above written.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN
V ALLEY
By
Its
And
Its
COMMONBOND COMMUNITIES
By
Joseph L. Holmberg, Senior Vice President
STATE OF MINNESOTA )
) SS
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of _, 1999, by,
, , and ,
of THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF
GOLDEN V ALLEY, on behalf of the organization.
Notary Public
25
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this _ day of_, 1999, by
Joseph L. Holmberg, Senior Vice President of COMMONBOND COMMUNITIES, a Minnesota
nonprofit corporation, on behalf of the corporation.
Notary Public
DRAFTED BY:
Best & Flanagan LLP
4000 U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
65072
26
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.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
EXHIBIT A
LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
Lot 1:
Those parts of Lot 2, Block 1, VALLEY SQUARE 3RD ADDITION, according to the
recorded plat thereof, Hennepin County, Minnesota, and vacated Maren Lane lying
westerly of the southerly extension of the east line of said Lot 2, which lie northerly and
easterly of a line described as commencing at the southeast comer of said Lot 2; thence
on an assumed bearing of South 1 degree 06 minutes 02.seconds East, along said
southerly extension of the east line of Lot 2, a distance of 13.00 feet to the point of
beginning of the line to be described; thence South 88 degrees 53 minutes 58 seconds
West a distance of209.83 feet; thence North 32 degrees 48 minutes 03 seconds East a
distance of 40.44 feet; thence North 0 degrees 03 minutes 37 seconds East a distance of
49.31 feet; thence northeasterly a distance of24.75 feet along a tangential curve concave
to the southeast, having a radius of 30.00 feet and a central angleof47 degrees 16
minutes 36 seconds; thence North 47 degrees 20 minutes 13 seconds East, tangent to said
curve, a distance of75.75 feet; thence northerly a distance of 29.36 feet along a tangential
curve concave to the northwest, having a radius of 35.00 feet and a central angle of 48
degrees 03 minutes 55 seconds; thence North 0 degrees 43 minutes 42 seconds West,
tangent to the last described curve, a distance of 179.94 feet to the northerly line of said
Lot 2 and said line there terminating.
27
.
.
-.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
EXHIBIT B
LEGAL DESCRIPTION OF AREA B-1
Lots 1 and 2, Block 1, and Lots 1 and 2, Block 3, Valley Square 3rd Addition,
Golden Valley, Hennepin County, Minnesota and Maren Lane extending from the
west right-of-way line of Winnetka Avenue to the east right-of-way line of
Golden Valley Road.
28
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.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
EXHIBIT C
ASSESSMENT AGREEMENT
FOR VALUABLE CONSIDERATION, The Housing and Redevelopment Authority in
and for the City of Golden Valley, Minnesota, a public body corporate established pursuant to
Minnesota Statutes, Section 469.001 et seq. (the "HRA"), and CommonBond Communities (the
"Developer"), hereby covenant and agree that the following described property:
. (the "Development Property") and the improvements to be
made thereto pursuant to the CommonBond Private Development Agreement between the parties
dated as of , 1999, (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 on January 2, 2002, and January 2 of every year
thereafter until December 31, 2010 (for taxes payable in 2003 and subsequent years), of $40,000
per living unit, not including up to five Hollman units which shall not be subject to the
Assessment Agreement, but which shall be subject to payments in lieu of taxes, and decreased in
2002 and subsequent years by the fair market value of any portion of the Improvements taken in
condemnation or by the power of eminent domain for which reconstruction is impracticable as
provided in Section 3.11 of the Private Development Agreement, and by the Developer's cost for
any portion of the unimproved Improved Parcel taken in condemnation or by the power of
eminent domain (the Assessor's Minimum Market Value").
Commencing with taxes payable in the year 2003 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
attached, 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.
29
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
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 , 1999.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
GOLDEN V ALLEY
By:
Its:
COMMONBOND COMMUNITIES
By:
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 V ALLEY, on
behalf of the organization.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of,
19_, by . the , and , of
CommonBond Communities, a Minnesota nonprofit corporation, on behalf of the organization.
Notary Public
30
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
DRAFTED BY:
Best & Flanagan
4000 U.S. Bank Building
60 I Second Avenue South
Minneapolis, Minnesota 55402-4331
31
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
EXHIBIT C-l
ASSESSOR'S CERTIFICATION
The undersigned, being the duly qualified and acting Hennepin County Assessor, hereby
certifies that:
1. 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 CommonBond Communities 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 defmed in the Assessment Agreement) and the improvements
thereto upon completion on January 2, 2002, and January 2 of every year
thereafter until December 31, 2010 (for taxes payable in 2003 and subsequent
years), of $40,000 perliving unit, not including up to five Hollman units which
shall not be subject to the Assessment Agreement, but which shall be subject to
payments in lieu of taxes, and decreased in 2002 and subsequent years by the fair
market value of any portion of the Improvements taken in condemnation or by the
power of eminent domain for which reconstruction is impracticable as provided in
Section 3.11 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.
Dated:
,19_
Hennepin County Assessor
Hennepin County, Minnesota
32
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
EXHIBIT D
CERTIFICATE OF COMPLETION
THE HOUSING AND REDEVELOPMENT AUTHORlTY IN AND FOR THE CITY
OF GOLDEN VALLEY, a public body corporate (the "HRA"), and CommonBond
Communities, a Minnesota nonprofit corporation ("Developer"), previously entered into the
CommonBond Communities Private Development Agreement (the "Agreement"), recorded in
the Office of the Registrar of Titles in and for the County of Hennepin and State of Minnesota, as
Document Number , for the following described property:
Section 4.2 of the Agreement contains covenants requiring completion of the construction
of the improvements. It is hereby certified that all of the covenants in the Agreement requiring
completion of the construction oIthe 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
VALLEY
By
Its
And
Its
33
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of
199__, 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
601 Second Avenue South
Minneapolis, Minnesota 55402-4331
34
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KeSolutlon l:Jl:J-15 (Con't.)
EXHIBIT C
November 29,1999
EXHIBIT F
MASTER PLAN
To
DEVELOPMENT AGREEMENTS*
WESLEY COMMONS
GOLDEN VALLEY, MINNESOTA
November 23, 1999
*Rottlund Company Private Development Agreement
Brookstone- V anman, L.L.C. Private Development Agreement
CommonBond Communities Private Development Agreement
HeSolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29, 1999
. INDEX
I. Architecture
2. Building Materi~ls
3. Grading
4. Ponding
5. Scheduling
6. Streets
7. Utilities Plan
8. Parking
9. Landscape Plan
10. Trails
. II. Park Amenities
.
-
t- esoiution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
•
Architecture
•
KeSolutlon 89-15 (Con't.)
EXHIBITC
November 29, 1999
EXHIBIT F
ARCHITECTURE
.
For sale residential:
David Bernard Builders and Developers, a division of The
Rottlund Company, Inc.
David Bernard proposes to build 58 New Urban Townbomes
consisting of three-story, multi-unit building clusters, with
areas ranging between 1600 and 1800 square feet.
The unique quality of these townhomes is their ability to
produce densities of approximately 20 uhits per acre, while at
the same time offering a private garage with direct access to
the unit, a private front entrance and no unit stacked above
another.
In addition to.the New Urban Townhomes, David Bernard
. proposes to build 74 Stacked Flats homes. The Stacked Flats
consist of three-story, multi-unit building clusters, with areas
ranging from 1400 to 1600 square feet.
An advantageous characteristic of the Stacked Flats is the one
level approach to living, which provides ease of accessibility
for its owners. All units will have private entrances, and the
added convenience of access to an elevator.
Both the New Urban Townhomes and Stacked Flats will have
their own Homeowners Association that will be responsible for
the maintenance of all building exteriors, private drives and
landscaping. Both housing types also incorporate underground
parking with two parking stalls provided for each unit. See
attached plans.
.
Kesolutlon 99-15 (Con't.)
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EXHIBIT C
November 29,1999
EXHIBIT F
Family housing: CommonBond Communities
CommonBond Communities proposes to develop 25
townhomes for families in a higher-density cluster
producing densities of approximately 22 units per acre.
The townhomes will be available in 2 and 3 bedroom, two
story units, with exception of lone-story handicapped unit.
The family housing building incorporates 44 underground
parking stalls with direct access to the units. There will
also be one double-stall garage at grade for the
handicapped unit and four surface parking spaces (total of
50). All units are equipped with central gas heat, air
conditioning, and hook-ups for washers and dryers. The
building also integrates a Community room and Advantage
Center, office space, and spac~ for a maintenance work
area and equipment storage. The family housing building
will be managed by CommonBond Communities and their
services. See attached plans.
Kesolution 99-15 (Con't.)
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EXHIBIT C
November 29, 1999
EXHIBIT F
Commercial: Brookstonell Inc.
The master plan for this project currently envisions a three-
level, 37,000 square foot building. There will be 17,000
square feet of retail on the ground floor, 11,000 square feet
of nlulti-tenant office space on the second floor, and a
lower level with 4,000 square feet of commercial and 5,000
square feet of storage/production space. The building is
designed in a stepped fashion to allow for the use of
interesting architectural details. See attached plans.
Ktl~olutlon 9 -
November 29,1999
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. EXHIBIT C
November 29, 1999
EXHIBIT F
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EXHIBIT C
EXHIBIT F
Building Materials
November 29, 1999
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t<esolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29, 1999
BUILDING MATERIALS
For sale residential:
David Bernard Builders and Develo~
The materials used for the New Urban Townhomes and the
Stacked Flats ar~ maintenance free, including brick and
vinyl lap siding.
Family housing: CommonBond Communities
The two-story, wood framed buildings will be finished in
brick trim, maintenance free siding, and asphalt shingles.
Commercial: Brookstone, Inc.
The three-story, commercial structure at the corner of
Golden Valley Road and Winnetka Avenue will be
designed with the structural steel frame, wood truss roof,
and pre-cast concrete floors, with a steel stud exterior. The
building will be finished with brick and stucco materials,
storefront glass, and aluminum detailing on the main level,
and office window finishing on the second floor. To
integrate into the adjacent residential, the roof will be a
shingled, pitched structure.
Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
Grading
•
•
.
.
.
Kesolufiolf 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29,1999
GRADING
David Bernard Builders and Developers will undertake
grading for the for -sale housing and commercial areas at
one time. Grading is scheduled to begin in the spring of
2000. A temporary storm water detention pond will be
completed prior to the start of any other work. Retaining
walls along the creek will be completed in conjunction with
the adjacent housing.
The rental housing site will be rough-graded by the
r
Housing and Redevelopment Authority in conjunction with
the demolition of the existing retail building (Tower
Square) in the spring of 2001. David Bernard Builders and
Developers will then complete the grading necessary for
the construction of the permanent drainage retention pond.
Grading will be done in accordance with Pioneer
Engineering plans dated November 22, 1999. See attached.
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EXHIBIT tl
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November 29, 1)99
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EXHIBIT F
•
Ponding
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Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29,1999
PONDING
Temporary ponding will take place on the site adjacent to
rental housing area until the existing retail center (Tower
Square) is demolished. The temporary ponding will be
completed by April 30, 2000. No other construction will
occur befo~e the temporary pond is in place.
A permanent pond, with retaining walls, will be constructed
by June 15, 2001 following the demolition of the retail
center and rough grading of the site by the Housing and
Redevelopment Authority.
The ponding will meet or exceed the regulations of the
Bassett Creek Watershed District.
Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
S
Scheduling
•
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29, 1999
SCHEDULING
. For sale residential:
David Bernard Builders and Develonm
A. Development agreement approval
November 1999
B. City approvals and closings
April 2000
C. Site Work
April 2000
D. Temporary Pond
Completed by April 30, 1999
. E. Construction start
May 2000
F. Models open
September 2000
G. Completion of Streets and Trunk Utilities
November 1, 2000
H. First closing on townhomes
November 2000
I. Completion of Pond
June 15, 2001
.
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29, 1999
J.
Final closing on townhomes
September 2002
.
.
.
Resolution 99-15 (Con't.) EXHIBIT C
EXHIBIT F
Commercial: Brookstone~ Inc.
November 29, 1999
A. Development agreement approval
November 1999
~B. Preparation of final drawings for permit applications
January/February 2000
C. City approvals and closing
April 2000
D. Start of construction
AprillMay 2000
E. Shell completion and frrst tenant move-in
OctoberlNovember 2000
)
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
. Family housing:CommonBond Communities
A. Development Agreement approved
November 1999
B. Application for Housing Tax credits
June 2000
c. Notification of selection
October 2000
D. Preliminary City approvals
March 2000
.
E. Financing and Final City approval
February 2001
November 29,1999
F. Loan closings/Land purchase/construction start
June 2001
G. Construction completed
February 2002
.
Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
Streets
•
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29,1999
STREETS AND DRIVEWAYS
All streets running throughout the development will be
private. The driveways leading to the upper.and lower
p~rking deck will be constructed and maintained by
Brookstone and will be completed by November 1, 2000.
All other streets and driveways, except for the
CommonBond parcel, will be constructed by David
Bernard Builders and Developers. Those designated as
streets on the plan will be constructed by November 1,
2000. All driveways and parking areas will be constructed
in conjunction with the adjacent buildings and will be
completed prior to the issuance of a certificate of
occupancy.
Brookstone will provide access easements to David
Bernard Builders and Developers and CommonBond
Communities to their sites. These easements will require
the owners to maintain and repair the facilities and provide
for timely snow removal, with snow removed from the site
if required to provide safe access. No snow storage will be
allowed in the storm water detention pond.
Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
•
Utilities Plan •
-.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29,1999
UTILITIES
David Bernard Builders and Developers will undertake the
installation of trunk utilities for the for-sale housing, rental
housing, and commercial areas of the development. Trunk
utilities include water, sanitary sewer, electricity, natural
gas, and other essential services necessary for the
development. These utilities will be located in a public
utility easement dedicated to the City of Golden Valley.
Individual service connections for each parcel will be
handled by the parties.
The City of Golden Valley and the Housing and
Redevelopment Authority will have the ability to review
utility specifications prior to the construction, inspect
during construction and provide fmal acceptance of work
completed. Trunk utilities will be installed following
grading activities with installation complete by November
of2000. Utilities will be installed in accordance with
preliminary Pioneer Engineering plans dated November 22,
1999. See attached.
.r
.
LEGEND
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Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
•
Parking
•
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29,1999
PARKING
For sale residential:
David Bernard Builders and Develo~
David Bernard Builders and Developers proposes a total of
132 units with 2 underground parking spaces provided for
each unit, totaling 264 parking spaces. In addition to the
parking provided underneath the buildings, there will be 2
off street parking bays including 17 parking spaces. An
additional' 27 parking spaces will also be available by way
of on-street parking. Total parking spaces for the for sale
residential portion will be 308. In addition, some overnight
guest parking will be available in the commercial parking
deck.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29, 1999
. Family housing: CommonBond Communities
.
.
44 underground garage spaces will be provided along with
one double-stall ground level garage for a handicapped
accessible unit, and four surface parking spaces.
The adjacent retail/office center will provide additional
guest parking except from 11 :30 am to 1 :30 pm, Monday
through Friday. This parking includes five parallel spaces
adjacent to CommonBond and spaces in the upper and
lower parking deck to the rear of the center. Parking on the
east, north and south sides of the retail building are not
included in the shared spaces.
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
Commercial: Brookstone, Inc.
November 29,1999
The parking for the commercial building will be in three
separate areas:
a. Surface parking in the front and sides of the
building - 55 stalls (for retail customers)
b. Surface parking beneath the deck at the rear of the
building - 45 stalls (for employees and destination
oriented customers, plus off peak usage by
overnight guests of adjacent homeowners and
renters)
c. Parking on top of deck at the rear of the building 47
stalls (for overflow retail customer parking and
some employee parking)
Brookstone will build and maintain the parking deck (per
section 4.2 of the Brookstone Private Development
Agreement) and provide easements for use of the
retail/office parking by for-sale and rental housing.units
except from 11 :30 am to 1 :30 pm, Monday through Friday.
Parking to the east, north and south sides of the retail
building are not included in the shared spaces.
Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
•
Landscape Plan
•
•
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29,1999
LANDSCAPING
A landscaping plan has been generated for the entire
Master Plan development area, along with ~ample plans for
each housing type. Individual building/unit plans will be
generated in the future. In addition, we will coordinate all
design plans with current streetscape efforts underway by
the City and coordinate signage in all of the development
parcels with each other and the City. See attached plan.
;'
.
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Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
•
Trails
•
S
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29, 1999
TRAILS/SIDEWALKS
David Bernard Builders and Developers will build and
maintain a trail along the south side of Bassett Creek that
will have an easement for public use by non":motorized
users (except for public safety and handicapped use).
Easements from the David Bernard and CommonBond
properties will be provided for the trail. Public sidewalks
exist or will be built on the public streets surrounding the
site (on Winnetka, Golden Valley Road and Wisconsin
Avenue).
The trail and private sidewalks related to each component
will be constructed in conjunction with the construction of
the adjacent buildings.
Resolution 99-15 (Con't.) EXHIBIT C November 29, 1999
EXHIBIT F
•
Park Amenities
•
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
EXHIBIT F
November 29, 1999
P ARK AMENITIES
The Valley Square development will incorporate many
park amenities providing for its uniqueness. . The center of
the development will accommodate a terminus icon which
will serve as a community center to its residents along with
benches. There will also be an open space between the
parking ramp and for sale housing easterly most building
that will serve as passive park and recreation area. This
area will include a children's play area open to residents in
the for-sale and rental units.
CommonBond Communities will also have an on-site open
area including playground equipment on the westerly side
of their building open to residents of the for-sale and rental
units. The park will be active and will include play
equipment suitable for children.
Brookstone, Inc. will also incorporate an outdoor terrace
area at the comer of Golden Valley Road and Winnetka
Avenue.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
.
EXHIBIT G
LIMITED WARRANTY DEED
FOR VALUABLE CONSIDERATION, THE HOUSING AND REDEVELOPMENT
AUTHORITY INAND 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 CommonBond Communities, a Minnesota nonprofit corporation
("Grantee"), real property in Hennepin County, Minnesota, described as follows (the
"Property"):
together with all hereditaments and appurtenances belonging thereto. Grantor, for itself and its
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
Valley Square Redevelopment Plan adopted by Grantor on July 10, 1978, as amended (the
"Plan"), and any covenants, conditions,. or restrictions contained in the CommonBond
Communities Private Development Agreement dated , 1999, 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
of the Agreement. It is also understood and agreed that Grantee shall not sell, transfer, mortgage
or otherwise convey the Property, or any part thereof or interest therein, except as peI'plitted by
the Agreement.
!
Grantee hereby covenants and agrees to begin and diligently prosecute to com~letionthe
development of the Property at such times and as otherwise provided in the Agreemerh.
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 1 0.2 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.
37
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29, 1999
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
behalf by its duly authorized representatives this __ day of ,199_..
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN
VALLEY
By
Gloria Johnson
Its Chair
By
William S. Joynes
Its Director
38
.
.
.
Resolution 99-15 (Con't.)
EXHIBIT C
November 29,1999
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of
199_, 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
39