2004 HRA RESOLUTION 04-10
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Resolution 04-10
October12, 2004
Commissioner Pentel introduced the following and moved its adoption:
RESOLUTION RATIFYING THE REVISED
ROOM & BOARD PRIVATE DEVELOPMENT AGREEMENT
(R & B Properties)
WHEREAS, on August 12, 2003, the Housing and Redevelopment Authority in and
for the City of Golden Valley (hereinafter "HRAn) adopted Resolution 03-05 Conditionally
Approving Sale of Certain Real Property in the North Wirth Parkway Redevelopment Area
(R & B Properties); and
WHEREAS, prior to closing, the legal entity purchasing the property was changed to
John and Martha Gabbert, doing business as R & B Properties; and,
WHEREAS, to file the development agreement at Hennepin County, the legal entity
in the development agreement must be the same as the entity deeded the property,
requiring changes to the previously adopted private development agreement.
NOW, THEREFORE, BE IT RESOLVED, that the HRA does hereby ratify the
R & B Properties Private Development Agreement attached hereto as Exhibit "An.
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ATTEST:
Motion for the adoption of the foregoing resolution was seconded by Commissioner Loomis
and upon a vote taken thereon, the following voted in favor thereof: Freiberg, Grayson
Loomis, Pentel and Shaffer; and the following voted against the same: none; whereupon
said resolution was declared duly passed and adopted, signed by the Chair and his
signature attested by the Director.
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12, 2004
R & B PROPERTIES PRIVATE DEVELOPMENT AGREEMENT
THIS AGREEMENT, effective as of August 12,2003, 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 469.001et seq., with its principal offices at 7800 Golden Valley Road, Golden
Valley, Minnesota 55427 (the "HRA"), and Martha W. Gabbert and John D. Gabbert, wife and
husband, doing business as R & B PROPERTIES, 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:
Resolution 04-10 (Can't.)
EXHIBIT A
October 12, 2004
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TABLE OF CONTENTS
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Page
ARTICLE I Definitions. ........................................................................ ....... ................. ........1
Section 1.1 Definitions ................................................... ................... ..... ........3
ARTICLE II Representations and Warranties ...... ............ ............. .... .................... .................4
Section 2.1 Representations and Warranties by the HRA..............................4
Section 2.2 Representations and Warranties by Developer ...........................4
ARTICLE III Title and Other Matters ....................... ................. ....... ................... ...................5
Section 3.1 Marketable Title .............. ......................... ...................... .............5
Section 3.2 Planning Approvals.... ..... .................... ........ ...............~... .............6
Section 3.3 Geotechnical and Environmental Matters .................;.................6
Section 3.4 Closing......................................................... .................. ............. 7
Section 3.5 Recording...... .......:.............. ........................... ..................... ........ 7
Section 3.6 Real Estate Taxes and Special Assessments ...............................7
Section 3.7 Use................. ........................ ............,............. ....................... ..... 7
Section 3.8 Guaranties..... ................................................. ....................... ...... 7
Section 3.9 Deposit and Reimbursement ofHRA Expenses .........................7
ARTICLE IV Undertakings of the HRA . ....................... ..................... ....................................8
Section 4.1 Sale of Development Property ....................................................8
Section 4.2 Limitations on Financial Undertakings of the HRA ...................8
Section 4.3 HRA's Option to Terminate........................................................9
ARTICLE V Events of Default .............. ............. .......... .................................... ................. ....9
Section 5.1 Events of Default Defined...........................................................9
Section 5.2 Remedies on Default ...................................................................9
Section 5.3 No Remedy Exclusive... .................. ........ .......................... ........10
Section 5.4 No Additional Waiver Implied by One Waiver ........................10
ARTICLE VI Additional Provisions........ ............. ...... ................. .... .... ........................ ..........1 0
Section 6.1 Equal Employment Opportunity...............................................! 0
Section 6.2 Not for Speculation ...................................................................10
Section 6.3 Titles of Articles and Sections ..................................................10
Section 6.4 Notices and Demands......... .................... ...... ............. ................1 0
Section 6.5 Counterparts.... ..... ................... ..................... ........... ............. .....11
Section 6.6 Interpretation and Amendment ...........................................~.....11
Section 6.7 Severability.............................................................................. .11
Section 6.8 Binding Effect ............................ ............. ..................... ...... .......11
Section 6.9 Consents ...... ..................... ............................. ................. ...........11
ARTICLE VII Termination of Agreement by Developer .......................................................11
Section 7.1 Developer's Options to Terminate ..............................,.............11
Section 7.2 Effect of Termination .............. ...................... ................... .........11
Exhibits:
A Legal Description for Developer's Parcel
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Resolution 04-1 o (Con't.)
EXHIBIT A
October 12, 2004
ARTICLE I
Definitions
Section 1.1 Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Agreement" means this R & B Properties Private Development Agreement by and
between The Housing and Redevelopment Authority in and for the City of Golden Valley,
Minnesota, and Developer, 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 HRAconveys 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 Martha W. Gabbert and John D. Gabbert, doing business as R & B
Properties, and their 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.U.D.
"Developer's P.U.D." means the real property described in attached Exhibit A.
"Event of Default" means an action by Developer listed in Section 5.1 of this Agreement.
""HRA" means The 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
HRAon September 18, 1978, and as amended through the date hereof.
"Project" means the construction and operation of the Improvements by Developer on the
Development Property pursuant to the terms of this Agreement.
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12, 2004
"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
warrants that:
Representations and Warranties by the HRA. The HRArepresents and
(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 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.
(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 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 are individuals doing business as R & B Properties.
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12, 2004
(b) Developer 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 ofthis 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 or will result in a breach
of, the terms, conditions or provisions of any indenture, mortgage, agreement or .
instrument of whatever nature to which Developer is now a party or by which it is bound,
orwill 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.
( 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
Section 3.1 Marketable Title. Within 30 days after Developer's execution ofthis
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:
(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;
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12,2004
(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. U.D. amendment
adding the HRA parcel to Developer's P.D.D., and (b) preliminary approval ofa 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 HRA is selling the HRA parcel hereunder
. "AS IS."
Developer, at its sole cost and expense, shall make such investigations and analysis of 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.
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12, 2004
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.
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 ofthe Deed shall not cause termination of
any provisions of this Agreement, except where expressly provided in this Agreement.
All costs ofthe conveyance of the HRA Parcel 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 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 ofthe Deed to Developer by the HRApursuant 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. Developershall
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.
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.
Section 3.8 Guaranties. Developer has delivered to the HRA together with this
Agreement the executed Guaranties from Martha Gabbert and John Gabbert which guarantee all
of Developer's obligations under this Agreement.
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
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12,2004
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 pUIposes 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 HRAshall 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
Agreement.
Section 4.2 Limitations on Financial Undertakings 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:
(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
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Resolution 04-10 (Can't.)
EXHIBIT A
October 12,2004
(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 default by 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
Agreementby 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 ofthe 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 5.2(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 suchan 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 underthis 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) 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.
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12,2004
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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.
ARTICLE VI
Additional Provisions
Section 6.1 Equal Employment Opportunity. Developer agrees that during the
construction ofthe 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.
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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 ifit 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 170 Metropolitan Centre, 333 South Seventh Street, Minneapolis,
Minnesota 55402.
(b) in the case ofthe 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.
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12, 2004
Section 6.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall 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 ofthe 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 heid
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 Article Vill, this Agreement
is binding upon, and shall 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 ofthis
Agreement and no Event of Default by Developer is then existing; and
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(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, ifsuch
non-compliance cannot reasonably be cured by the HRA within 60 days, the BRA 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)
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 ofterminating this Agreement, may pay such amount on behalfofthe HRA and reduce the
Purchase Price.
Section 7.2 Effect of Termination. Except as provided in Section 3.9, if this
Agreement is terminated pursuant to this Article VII, this Agreement shall be from such date
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12, 2004
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.
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Resolution 04-10 (Con't.)
EXHIBIT A
October 12, 2004
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 ofthe date first above written.
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoi~g instrument was acknowledged before me this I r-1;y of September, 2004,
by )i(>ft" p, (p (tl.i.,~, Chair, and 111/ij')1{.{5 l) f)vrr , Director, of THE HOUSING
AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY,
on behalf of the organization.
(\
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF GOLDEN
:;h;);,--
Its r~Q ; ,.
And ~J>>l
Its D,t"'t'chY'
JUDITH A. NAllY
NOTARY PUBLIC -MINNESOTA
My Commission Expires Jan. 31. 2005
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John D. Gab ert - \t
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ~ay of September,
2004, by Martha Gabbert and John D. Ga ert, wife and husband.
Notary
KARl LPANKEY
NOTARY PUBlIC - MINNESOm
MY COMMISSION EXPIRES 1--'1-2Dl15
13
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.
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Resolution 04-10 (Con't.)
EXHIBIT A
EXHIBIT A
LEGAL DESCRIPTIONS
HRA Parcel
Outlot A of North Wirth Parkway 5th Addition
Developer's P.U.D.
Room and Board Addition, P.D.D. No. 79
Development Property
Room and Board 2nd Addition, P.D.D. No. 79
DRAFTED BY:
Best & Flanagan LLP (MVP)
225 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402-4690
A-I
October 12, 2004