03-05 HRA Resolution
Resolution 03-05
August 12, 2003
. Commissioner Tremere introduced the following and moved its adoption:
RESOLUTION CONDITIONALLY APPROVING SALE OF CERTAIN
REAL PROPERTY IN THE NORTH WIRTH PARKWAY
REDEVELOPMENT AREA
(R & B Properties)
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 North Wirth Parkway Redevelopment Plan as adopted in 1978
and amended from time to time; and
WHEREAS, the North Wirth Parkway Redevelopment Plan contemplates the
redevelopment of the East Area in office and light industrial type uses; and,
WHEREAS, R & B Properties would like to expand the operations of its Room and
Board office/warehouse facility located at 4600 Olson Memorial Highway; 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 North Wirth Parkway Redevelopment Area; and
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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 as approximately 42,000 sq. ft of property in the northerly portion
of Lot 1, Block 1, North Wirth Parkway 4th Addition (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; and
2. The use of the Subject Property proposed by the Developer is reasonably
within the overall guidelines of the North Wirth Parkway Redevelopment Plan; and
3. The use value of the Subject Property is hereby established as $1 per
square foot.;
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Resolution 03-05 - Continued
August 12,2003
4. In consideration of the restrictions on the sale and use of the Subject
Property imposed by Minnesota Statute ~469.029 and the restrictions imposed by the North
Wirth Parkway Redevelopment Plan, sale of the Subject Property to the developer at the
above noted value is appropriate.
BE IT FURTHER RESOLVED that:
1. The sale of the Subject Property to the Developer on the terms and
conditions set forth in the development agreement attached hereto as Exhibit "B" is hereby
approved; and
2. The Chair and the Director of the HRA are hereby authorized to execute
the necessary documents and close the sale of the Subject Property to the Developer
pursuant to the terms and restrictions provided hereby; and
3. The Director of the HRA is hereby authorized and empowered to take all
necessary steps to perform the obligations imposed on the HRA under the private
development agreement; and
4. The North Wirth Parkway Redevelopment Plan is hereby amended to the
extent that the Developer's proposal embodied in the private development agreement
attached hereto as Exhibit "B" so modifies it.
ATTEST:
~7)~
Thomas D. Burt, Di or
Motion for the adoption of the foregoing resolution was seconded by Commissioner
Johnson and upon a vote taken thereon, the following voted in favor thereof: Grayson,
Johnson, LeSuer, Loomis and Tremere; the following was absent: none; and the following
voted against the same: none; whereupon said resolution was declared duly passed and
adopted, signed by the Chair and his signature attested by the Director.
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Kesolutlon Uj-U~ ~con.t.)
August 12, 2003
EXHIBIT A
NOTICE OF PUBLIC HEARING
APPROVAL OF SALE OF A PORTION OF LOT 1, BLOCK 1, NORTH WIRTH
PARKWAY 4TH ADDITION IN THE NORTH WIRTH REDEVELOPMENT AREA
TO R & B PROPERTIES, INC., FOR REDEVELOPMENT
NOTICE IS HEREBY GIVEN that the Housing and Redevelopment
Authority (HRA) of Golden Valley, Minnesota will meet at the Golden Valley City
Hall, Council Chambers, 7800 Golden Valley Road, on Tuesday, August 12,
2003, at 7:00 PM and will then and there consider the sale and terms of
development of the property to R & B Properties, Inc., for redevelopment
pursuant to Minnesota Statutes Section 469.029. The legal description of the
property is as follows:
A portion of Lot 1, Block 1, North Wirth Parkway 4th Addition
The proposal is to attach the property to the adjoining Room & Board Addition,
P.U. D. No. 79, to be used for parking related to the expansion of the office,
warehouse, and salesroom facilities at 4600 Olson Memorial Highway. All
interested parties may appear in person or by counsel and be heard.
BY THE HOUSING AND REDEVELOPMENT AUTHORITY
IslThomas D. Burt, HRA Director
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R & B PROPERTIES. INC. PRIVATE DEVELOPMENT AGREEMENT
THIS AGREEMENT, effective as of July _, 2003, is made and entered into by and
between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY
OF GOLDEN VALLEY, a public body corporate established and existing under Minnesota
Statutes, Section 469.001 et seq., with its principal offices at 7800 Golden Valley Road, Golden
Valley, Minnesota 55427 (the "HRA"), and R & B PROPERTIES, INC., a Minnesota
corporation with its principal office located at 4600 Olson Memorial Highway, Golden Valley,
Minnesota 55422 ("Developer").
WHEREAS, the HRA and the City of Golden Valley (the "City") adopted the North
Wirth Parkway Redevelopment Plan (the "Plan") on September 18, 1978, with amendments on
April 9, 1979, May 5,1982 and February 16, 1988 (the "Plan"), for the purpose of redeveloping
approximately 110 acres located in the City of Golden Valley (the "Redevelopment Area"); and
WHEREAS, the Plan is intended to encourage private development of the
Redevelopment Area through various forms of government aid and financial assistance; and
WHEREAS, the HRA owns a parcel in the Redevelopment Area described on Exhibit A
(the "HRA Parcel"), which is adjacent to Developer's Parcel; and
WHEREAS, Developer wishes to purchase a portion of the HRA Parcel from the HRA,
combine it with Developer's Parcel, and use it for office and sales expansion and a parking lot to
service its existing development (the "Project"); 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:
Kesolutlon U3-U5 (Cant.)
EXHIBIT B
August 12, 2003
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TABLE OF CONTENTS
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Page
ARTICLE I Definitions........ ..;..:................................................................................................. 1
Section 1.1 Definitions................................................................................... ...... 1
ARTICLE II Representations and Warranties ........ ..... ................. ..... ....................................... 2
Section 2.1 Representations and Warranties by the HRA ................................... 2
Section 2.2 Representations and Warranties by Developer .................................2
ARTICLE III Title and Other Matters ............. ....... ............. ...................................................... 3
Section 3.1 Marketable Title ......... ........ ................................... ...................... ...... 3
Section 3.2 Planning Approvals............................... .............. ........................ ...... 4
Section 3.3 Environmental Matters............ .................... ............ ........ ........ .......... 4
Section 3.4 Closing ........................... ....... ....... ........ ................... ............. ............. 5
Section 3.5 Recording ................... ............................ ........................................... 5
Section 3.6 Real Estate Taxes and Special Assessments..................................... 5
Section 3. 7 Use........................................................................ ...... .... ........ .......... 5
Section 3.8 Guaranties .................. ....................................... ................................ 6
Section 3.9 Deposit and Reimbursement ofHRA Expenses ............................... 6
ARTICLE IV Undertakings of the HRA ........................................................................................ 6
Section 4.1 Sale of Development Property.......................................................... 6
Section 4.2 Limitations on Financial Undertakings of the HRA ......................... 6
Section 4.3 HRA's Option to Terminate.............................................................. 7
ARTICLE V Events of Default.............. .... ........................ ............................. ...... ................... ....... 7
Section 5.1 Events of Default Defined ................................................................ 7
Section 5.2 Remedies on Default.................................................................. ....... 7
Section 5.3 No Remedy Exclusive...... ............... .................................................. 8
Section 5.4 No Additional Waiver Implied by One Waiver................................ 8
ARTICLE VI Additional Provisions............... ................ .... ................ ....................................... 8
Section 6.1 Equal Employment Opportunity....................................................... 8
Section 6.2 Not for Speculation ........................................................................... 8
Section 6.3 Titles of Articles and Sections .......................................................... 8
Section 6.4 Notices and Demands ....................................................................... 8
Section 6.5 Counterparts .................................................. .......... ........... ....... ........ 9
Section 6.6 Interpretation and Amendment .........................................................9
Section 6.7 Severability..................... ............................... ................................... 9
Section 6.8 Binding Effect................. ......................... ............ ..... .... .............. ...... 9
Section 6.9 Consents............................................................................................ 9
ARTICLE VII . Termination of Agreement by Developer ........................................................... 9
Section 7.1 Developer's Options to Terminate .................................................... 9
Section 7.2 Effect of Termination...... ........ ........ ....... ..................... .............. ...... 10
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Exhibits:
A
B
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Legal Description for Developer's Parcel
Guaranty
A-I
B-1
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Resolution 03-05 (Cont.)
EXHIBIT B
August 12, 2003
ARTICLE I
Definitions
Section 1.1
from the context:
Definitions. In this Agreement, unless a different meaning clearly appears
"Agreement" means this R & B Properties, Inc. Private Development Agreement by and
between The Housing and Redevelopment Authority in and for the City of Golden Valley,
Minnesota, and R & B Properties, Inc., a Minnesota corporation, as the same may be from time
to time modified, amended or supplemented.
"City" means the City of Golden Valley, Minnesota.
"Closing Date" or "Closing" means the date upon which the HRA conveys the HRA
Parcel to Developer. The Parties expect the Closing Date to be on or about January 21, 2004.
"County" means the County of Hennepin, Minnesota.
"Developer" means R & B Properties, Inc., a Minnesota corporation, and its successors
and assigns under this Agreement.
"Development Property" means Developer's P.D.D. and the HRA Parcel, which will be
replatted into Developer's existing P.D.D.
"Developer's P.D.D." means the real property described in attached Exhibit A.
"Event of Default" means an action by Developer listed in Section 9.1 of this Agreement.
""HRA" means Tne Housing and Redevelopment Authority in and for the City of Golden
Valley.
"HRA Parcel" means the real property described as set forth on Exhibit A.
"Improvements" means Developer's use of the HRA Parcel for office and sales expansion
and/or parking lot to service its existing development.
"Parties" means the HRA and Developer.
"Party" means either the HRA or Developer.
"Plan" means the North Wirth Parkway Redevelopment Plan, adopted by the City and the
HRA on September 18, 1978, and as amended through the date hereof.
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Resolution 03-05 (Cant.)
EXHIBIT B
August 12, 2003
"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 $1.00 per square foot for each square foot of the HRA
Parcel.
"Redevelopment Area" means the approximately 110 acres located in Golden Valley,
Minnesota that are subject to the Plan.
"State" means the State of Minnesota.
ARTICLE II
Representations and Warranties
Section 2.1 Representations and Warranties by the HRA. The BRA 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;
(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) 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 HRf.. 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.
(f) The HRA shall act in good faith and use reasonable efforts to obtain all
consents and approvals required for the performance of its obligations under this
Agreement.
The above representations and warranties are true and complete asofthe 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:
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Resolution 03-05 (Cont.)
EXHIBIT B
August 12, 2003
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(a) Developer is a Minnesota corporation duly organized and in good standing
under the laws of the State.
(b) Developer is not in violation of any provisions in its organizational
documents, has power to enter into this Agreement and to perform its obligations
hereunder, and has duly authorized the execution, delivery and performance of this
Agreement by proper action, such that this Agreement is and shall remain binding and
enforceable against Developer according to its terms.
(c) Neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, is prevented or limited by, or in conflict with or
will result in a breach of, the terms, conditions or provisions of Developer's
organizational documents, or any indenture, mortgage, agreement or instrument of
whatever nature to which Developer is now a party or by which it is bound, or will
constitute a default under any of the foregoing.
(d) There are no legal proceedings pending, or known to be threatened or
contemplated, to which Developer is a party, or to which any property of Developer is
subject, which, if determined adversely, would individually or in the aggregate have. a
material adverse effect on Developer's financial position, or prevent or impair
Developer's ability to perform any covenants or obligations under this Agreement.
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(e) Developer has previously delivered to the HRA's representatives copies of
the personal financial statements of the guarantors referred to in Section 3.8.
(f) Developer has, or will have, the financial ability to perform its obligations
under this agreement.
(g) 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 Preliminary Plans or
Development Plans (so long as such changes are not substantial).
The above representations and warranties are true and complete as of the date hereof, shall be
true and complete as of the Closing Date, and shall survive the Closing Date.
ARTICLE III
Title and Other Matters
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Section 3.1 Marketable Title. Within 30 days after Developer's execution of this
Agreement, the HRA shall furnish Developer with a commitment for the issuance of an owner's
AL T A policy of title insurance with respect to the HRA Parcel, issued by an acceptable title
insurance company, showing marketable title in the HRA subject only to the following:
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Resolution 03-05 (Cont.)
EXHIBIT B
August 12, 2003
(a)
Building, zoning and similar laws and ordinances;
(b)
Mineral rights reserved to the State of Minnesota;
(c) Easements of record which will not interfere with Developer's proposed
development and use of the property;
(d) The lien of current real estate taxes, if any;
( e) The rights of fee owners, lienors and encumbrancers which the HRA shall
terminate prior to the Closing Date;
(f) Other restrictions, if any, expressly agreed to by Developer, including the
restrictions contained in this Agreement.
The commitment shall include searches for bankruptcies; state and federal judgments; tax
and other liens. The cost and expense of the title commitment and the title policy, based upon
the Purchase Price only, shall be paid by the HRA from the Deposit pursuant to Section 3.9.
Any other title or policy costs, including the cost of any extended coverage, shall be paid by
Developer.
Developer shall be allowed 15 days from receipt of the commitment to make objections
thereto, such objections to be made in writing or deemed waived. The HRA shall have 60 days
from receipt of any objections to cure any objections, or the HRA shall obtain the agreement of
the title insurance company prior to the Closing Date to insure over the objections. If the HRA
fails to complete either of those actions within such 60-day period, and Developer does not
waive such objections, then Developer shall have the right to terminate this Agreement by giving
written notice thereof to the HRA. Subject to Developer's right to terminate under this
paragraph, the Closing Date shall be extended for a reasonable period to the extent necessary for
the HRA to cure the objections.
Section 3.2 Planning Approvals. Within 30 days after the date of this Agreement,
Developer, at its sole cost and expense, shall apply to the City for (a) a P.D.D. amendment
adding the HRA parcel to Developer's P. D.D., and (b) preliminary approval of a replat of the
Development Property in a single P.D.D. Developer shall use its best efforts to obtain such
approvals as soon as practicable. If Developer is unable to obtain such approvals within seven
months after the date of this Agreement, Developer may terminate this Agreement by written
notice to the HRA, and shall be returned any funds remaining in the Deposit described in Section
3.9 in excess of accrued expenses.
Section 3.3 Geotechnical and Environmental Matters. The HRA has complied and
shall comply with all plans, orders, regulations or requirements issued by the MPCA, or any
other regulatory agency with jurisdiction in the matter, concerning the environmental condition
of the HRA Parcel on or before the Closing Date. The BRA is selling the HRA parcel hereunder
"AS IS."
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Developer, at its sole cost and expense, shall make such investigations and aIla.Tysisof the
environmental and geotechnical condition of the Development Property as it deems necessary. If
Developer notifies the HRA on or before October 1, 2003 that construction of the Improvements
on the Development Property is not feasible due to environmental or geotechnical conditions,
Developer may terminate this Agreement by written notice to the HRA, and shall be returned any
funds in the Deposit described in Section 3.9 in excess of accrued expenses.
Subject to the foregoing paragraphs, the HRA makes no representation or warranty,
express or implied, concerning the presence on, in or under the Development Property of any
toxic waste, hazardous substances, or other pollution or contamination ("Hazardous
Substances"). The HRA disclaims any and all warranty, liability or responsibility to Developer
in connection with the presence of any Hazardous Substances on, in or under the Development
Property or the ground water. Developer accepts the HRA Parcel "as is" with respect to
Hazardous Substances.
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Section 3.4 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 for the entire HRA
Parcel. 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. Delivery of the Deed shall not cause termination of
any provisions of this Agreement, except where expressly provided in this Agreement.
All costs of the conveyance of the HRA Parcel to Developer, including anyand 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 that the HRA shall pay its own legal fees. The HRA shall voluntarily take no
actions to encumber title, or fail to take any action necessary to prevent encumbrance of title,
between the date hereof and date of delivery of the Deed to Developer by the HRA pursuant to
this Section.
Section 3.5 Recording. Developer shall cause the title insurance company to promptly
file the Agreement and the Deed in the office of the Hennepin County Recorder. Developer shall
pay all costs of recording, including the State deed tax.
Section 3.6 Real Estate Taxes and Special Assessments. The HRA shall pay all real
estate taxes, and installments of special assessments payable therewith, which are payable on the
HRA Parcel on or before the Closing Date. Developer shall pay all real estate taxes and special
assessments which become payable after the Closing Date on the Development Property.
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Section 3.7 Use. 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 HRA Parcel only to the uses permitted
under 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 HRA Parcel on account of race, color, religion, sex,
age, national origin, or political affiliation.
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Resolution 03-05 (Cont.)
EXHIBIT B
August 12, 2003
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Section 3.8 Guaranties. Developer has delivered to the HRA together with this
Agreement the executed Guaranties attached as Exhibit B from Martha Gabbert and John
Gabbert which guarantee all of Developer's obligations under this Agreement.
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Section 3.9 Deposit and Reimbursement ofHRA Expenses. Pursuant to a prior
Reimbursement Agreement between the parties which is hereby terminated, Developer has
deposited $5,000.00 with the HRA for the reimbursement of certain out-of-pocket expenses
incurred by the HRA in connection with the Project (the "Deposit"). The HRA shall treat the
Deposit as a separate account on its books, but the HRA may co-mingle the Deposit with its
other funds for purposes of investment and reinvestment. All interest earned on. the Deposit shall
accrue to the HRA. The Deposit shall be applied by the HRA for the payment of surveying,
environmental, title, legal and other out-of-pocket expenses relating to this agreement and paid
or incurred by the HRA before the earlier of (a) the Closing Date or (b) the date of termination of
this Agreement. (Each time the amount of the Deposit is reduced to $1,000.00 or less, the HRA
shall give Developer written notice and Developer shall immediately contribute an additional
$5,000.00 to the Deposit.) The HRA shall provide Developer with a reasonably detailed
itemization for any amounts spent from the Deposit. Developer shall receive a credit against the
purchase price on the Closing Date for the remaining balance in the Deposit and any amount paid
from the Deposit. If this Agreement is terminated prior to the Closing Date for any reason other
than a default by the Developer, the HRA shall return to Developer any amount remaining in the
Deposit in excess of any accrued expenses remaining to be paid. If this Agreement terminates
prior to Closing Date as a result of a default by Developer, Developer shall forfeit its right to the
return of any funds from the Deposit. The HRA' s rights under this Section 3.9 shall not limit
any other remedy to which it is entitled under this Agreement or at law or equity due to an event
of default by Developer, except to the extent that the HRA's damages are reduced by any
amounts received under this Section 3.9.
ARTICLE IV
Undertakings of the HRA
Section 4.1 Sale of Development Property. As consideration for the purchase of the
HRA Parcel and the construction of the Improvements by Developer on the Development
Property, the HRA agrees to complete, subject to the provisions of Section 4.2 below, the
following actions:
Date;
(a) Sale of the HRA Parcel to Developer pursuant to the Deed on the Closing
(b) Any other actions required pursuant to an express provision of this
Agrccment.
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Section 4.2 Limitations on Financial Undertakinj;!;s of the HRA. The provisions of
Section 4.1 of this Agreement notwithstanding, the HRA shall have no obligation to Developer
under this Agreement to take any action provided for in this Agreement except upon existence of
the following conditions:
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Resolution 03-05 (Cont.)
EXHIBIT B
August 12, 2003
(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 5.2;
(c) The HRA and Developer have received all necessary approvals from the
City and other authorities to implement this Agreement; and
(d) The HRA is not the subject of any involuntary 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 defauItby the HRA.
Section 4.3 HRA's Option to Terminate. (a) This Agreement may be terminated by
the HRA by written notice to Developer if the HRA is in compliance with all material terms of
this Agreement and Closing has not occurred by October 30,2003. Termination of this
Agreement pursuant to this Section 4.3 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, or the HRA's rights under Section 3.9.
ARTICLE V
Events of Default
Section 5.1 Events of Default Defined. The term "Event of Default" shall mean,
whenever it is used in this Agreement, failure by Developer to pay the Purchase Price or
otherwise perform its obligations on the Closing Date.
Section 5.2 Remedies on Default. Whenever any Event of Default occurs, the HRA,
subject to any rights of the holder of a first mortgage, 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 5.1 (a), (b), ( c), or (d), and then only if such an Event of Default has not been cured
within said 60 days or, if suchan 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 ofthis Agreement and of the Plan):
(a) The HRA may suspend its performance under this Agreement until it
receives assurances from Developer, deemed adequate by the HRA, that Developer will
cure its default and continue its performance under this Agreement.
(b) If the Event of Default occurs prior to the Closing Date, the HRA may
cancel and rescind this Agreement.
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Resolution 03-05 (Cont.)
EXHIBIT B
August 12, 2003
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( c) The HRA may initiate such action, including legal or administrative
action, as is necessary for the HRA to secure performance of any provision of this
Agreement or recover any amounts due under this Agreement from Developer or under
any escrow, letter of credit or other security provided by Developer.
(d) 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 5.3 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.
Section 5.4 No Additional Waiver Implied by One Waiver. In the event any
agreement contained in this Agreement should be breached by any Party and thereafter waived
by any other Party, such waiver shall be limited to the particular breach so waived and shall not
be deemed to waive any other concurrent, previous or subsequent breach hereunder.
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ARTICLE VI
Additional Provisions
Section 6.1 Equal Employment Opportunity. Developer agrees that during the
construction of the Project neither it nor any of the contractors will unlawfully discriminate
against any employee or applicant for employment because ofrace, color, religion, sex, age,
national origin, or political affiliation.
Section 6.2 Not for Speculation. Developer's purchase of the HRA Parcel, 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 6.3 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 6.4 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,
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{a) in the case of Developer, is addressed to or delivered personally to
Developer at 170 Metropolitan Centre, 333 South Seventh Street, Minneapolis,
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(b) in the case of the HRA, is addressed to or delivered personally to the
HRA to Housing and Redevelopment Authority In and For the City of Golden Valley,
7800 Golden Valley Road, Golden Valley, Minnesota 55428, Attention: Director, with
copy to Allen D. Barnard, Best & Flanagan LLP, 225 South Sixth Street, Suite 4000,
Minneapolis, Minnesota 55402-4690.
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 6.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shaH constitute one and the same instrument.
Section 6.6 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 6.7 Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provisions hereof.
Section 6.8 Binding Effect. Subject to the provisions of Artic1eVIII, this Agreement
is binding upon, and shaH inure to the benefit of, the successors and permitted assigns of the
Parties.
Section 6.9 Consents. Any consent or approval required of a Party under this
Agreement shall not be unreasonably withheld or delayed.
ARTICLE VII
Termination of Agreement by Developer
Section 7.1 Developer's Options to Terminate. In addition to any other rights to
terminate contained in this Agreement, this Agreement may be terminated by Developer by
written notice to the HRA if Developer is in compliance with all material terms of this
Agreement and no Event of Default by Developer is then existing; and
(a) Subject to Section 4.2, 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;
9
.
.
.
Resolution 03-05 (Cant.)
EXHIBIT B
August 12, 2003
(b)
Parties;
Closing has not occurred by March 31, 2004, unless extended by the
(c) Subject to Section 3.1, if Developer reasonably determines that
completion of the Project is not feasible due to title defects; or
In the event of a default by the HRA prior to the Closing Date which is caused by the
HRA's failure to pay any amount which it is required to pay under this Agreement, Developer, in
lieu of terminating this Agreement, may pay such amount on behalf of the HRA and reduce the
Purchase Price.
Section 7.2 Effect of Termination. Except as provided in Section 3.9, ifthis
Agreement is terminated pursuant to this Article VII, 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 VII shall not affect the rights of Developer to institute any
action, claim or demand for damages suffered as a result of breach or default of the terms of this
Agreement by the HRA.
IN WITNESS WHEREOF, the HRA has caused this Agreement to be duly executed in
its name and behalf and its seal to be hereunto duly affixed and Developer has caused this
Agreement to be duly executed in its name and behalf, on or as of the date first above written.
10
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.
.
Resolution 03-05 (Cont.)
STATE OF MINNESOTA )
) 88.
COUNTY OF HENNEPIN )
EXHIBIT B
August 12, 2003
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FO THE CITY OF GOLDEN
VALLEY
By
~-'
Its
And
Its
R & B PROPERTIES, INC.
By
Martha Gabbert
tJ
Its
The foregoing instrument was acknowledged before me this _day of , 2003,
by , Chair, and , Director, of THE HOUSING
AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN V ALLEY,
on behalf of the organization.
Notary Public
11
.
.
.
Resolution 03-05 (Cont~)
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
EXHIBIT B
August 12, 2003
The foregoing instrument was acknowledged before me this ~ day of July, 2003, by
Martha Gabbert, , R & B PROPERTIES, INC, a Minnesota
corporation, on behalf of the corporation.
.. 1'", i.
'1 _~~
Notary Public I
I
DRAFTED BY:
Best & Flanagan LLP (ADB)
225 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402-4690
12
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.
Resolution 03-05 (Cant.)
EXHIBIT B
August 12, 2003
EXHIBIT A
LEGAL DESCRIPTIONS
HRA Parcel
Room & Board Addition, P.D.D. No. 79.
Developer's Parcel
That portion of Lot 1, Block 1, North Wirth Parkway 4th Addition described as follows:
(to be supplied)
A-I
.
.
.
rU::~VIU\'IVII V"J-V..J \\..rUII....J
c.^nlD11 D
t\ugU::i1: U:, LUU.}
EXHIBIT B-1
GUARANTY
FOR V ALUABLE CONSIDERATION, and to induce THE HOUSING AND .
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY (the
"HRA") to extend credit and other accommodations to R & B PROPERTIES, INC., a Minnesota
corporation ("Developer"), the undersigned ("Guarantor"), hereby guarantees to the HRA the
full and prompt performance, when due, of all covenants, agreements, and obligations of
Developer under the R & B PROPERTIES, INC. Private Development Agreement dated as July
_, 2003, and any amendments thereto (the "Development Agreement").
This Guaranty is absolute, unconditional, continuing and irrevocable. This Guaranty is
effective upon deliver to the HRA without acceptance by the HRA and without any further act or
condition.
Guarantor waives notice, demand and opportunity to cure any default by Developer, and
any and all defenses, claims and setoffs of Developer. The liability of Guarantor hereunder shall
not be affected by any extensions, renewals, modifications, waivers, or releases granted to
Developer, or by any other act or thing other than performance in full by Developer under the
Development Agreement.
Guarantor shall payor reimburse the HRA for all costs and expenses (including
reasonable attorneys' fees and expenses) incurred by the HRA in enforcement of this Guaranty.
Guarantor shall not exercise or enforce any right of payment, reimbursement or subrogation
available to it against Developer during any period in which there is a default under the
Development Agreement.
This Guaranty shall be binding upon Guarantor and its successors and assigns and shall
inure to the benefit of the HRA and its successors and assigns. This Guaranty may not be
waived, modified, terminated or otherwise changed except by a writing signed by the HRA.
This Guaranty shall be governed by the laws of the State of Minnesota. .A_flY dispute or
claim arising under this Guaranty shall be venued exclusively in Minnesota District Court,
Hennepin County, and Guarantor hereby consents to the jurisdiction of such court for all such
matters. Guarantor also agrees that process may be served on Guarantor by service on any
officer of Developer, in addition to any other method permitted by law.
IN WITNESS WHEREOF, Guarantor has caused the execution of this Guaranty this_
day of July, 2003.
Martha Gabbert
B-1
.
.
.
Resolution 03-05 (Cont.)
EXHIBIT B
August 12, 2003
EXHIBIT B-2
GUARANTY
FOR VALUABLE CONSIDERATION, and to induce THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY (the
"HRA") to extend credit and other accommodations to R & B PROPERTIES, INC., a Minnesota
corporation ("Developer"), the undersigned ("Guarantor"), hereby guarantees to the HRA the
full and prompt performance, when due, of all covenants, agreements, and obligations of
Developer under the R & B PROPERTIES, INC. Private Development Agreement dated as July
_, 2003, and any amendments thereto (the "Development Agreement").
This Guaranty is absolute, unconditional, continuing and irrevocable. This Guaranty is
effective upon deliver to the HRA without acceptance by the HRA and without any further act or
condition.
Guarantor waives notice, demand and opportunity to cure any default by Developer, and
any and all defenses, claims and setoffs of Developer. The liability of Guarantor hereunder shall
not be affected by any extensions, renewals, modifications, waivers, or releases granted to
Developer, or by any other act or thing other than performance in full by Developer under the
Development Agreement.
Guarantor shall payor reimburse the HRA for all costs and expenses (including
reasonable attorneys' fees and expenses) incurred by the HRA in enforcement of this Guaranty.
Guarantor shall not exercise or enforce any right of payment, reimbursement or subrogation
available to it against Developer during any period in which there is a default under the
Development Agreement.
This Guaranty shall be binding upon Guarantor and its successors and assigns and shall
inure to the benefit of the HRA and its successors and assigns. This Guaranty may not be
waived, modified, terminated or otherwise changed except by a writing signed by the HRA.
This Guaranty shall be governed by the laws of the State of Minnesota. Any dispute or
claim arising under this Guaranty shall be venued exclusively in Minnesota District Court~
Hennepin County, and Guarantor hereby consents to the jurisdiction of such court for all such
matters. Guarantor also agrees that process may be served on Guarantor by service on any
officer of Developer, in addition to any other method permitted by law.
IN WITNESS WHEREOF, Guarantor has caused the execution of this Guaranty this_
day of July, 2003.
John Gabbert
B-2