HomeMy WebLinkAbout02-28-22 CITY OF
Meeting Location:
FARMINGTONFarmington City Hall
®. a 430 Third Street
Farmington, MN 55024
ECONOMIC DEVELOPMENT AUTHORITY SPECIAL MEETING AGENDA
February 28, 2022
1:00 PM
1. CALL TO ORDER
2. ROLL CALL
3. APPROVE AGENDA
4. CONSENTAGENDA
(a) Certificate of Completion- Elm Park Limited, I nc.
S. ADJOURN
CITY OF
O 43o Third St., Farmington, MN 55024
FARMINGTON 651-28o-6800
FarmingtonMN.gov
TO: Economic Development Authority
FROM: Samantha DiMaggio- EDA Executive Director
SUBJECT: Certificate of Completion- Elm Park Limited, I nc.
DATE: February 28, 2022
INTRODUCTION/DISCUSSION
The Farmington H RA and Elm Park Limited, I nc.,the original developer of 115 Elm Street, executed the
attached Amended and Restated Contract for Private Sale on March 17, 1994. As per this agreement,
once the development project was complete,the city was to execute and record Exhibit E, Certificate of
Completion. Unfortunately, staff has been unable to find validation that this document was recorded as it
should have been.
ACTION REQUESTED
Staff is requesting the EDA approve the execution of Exhibit E, Certificate of Completion.
ATTACHMENTS:
Type Description
Exhibit Certificate of Completion- Exhibit E
D Backup Material Amended and Restated Contract for Private Sale
EXHIBIT E
CERTIFICATE OF COMPLETION
WHEREAS,HOUSING AND REDEVELOPMENT AUTHORITY(HRA), now known as the
FARMINGTON ECONOMIC DEVELOPMENT AUTHORITY(EDA), of the City of
Farmington, Minnesota(hereinafter EDA), a Minnesota municipal corporation,did on the 17 day of
March, 1994, enter into an Amended and Restated Contract for Private Sale,with Elm Park Limited,
Inc, a Minnesota corporation(hereinafter Developer), for redevelopment of certain lands in the City
of Farmington with said lands being legally described as follows,to-wit:
See Exhibit "A" attached hereto and incorporated by reference.
WHEREAS,pursuant to said Amended and Restated Contract for Private Sale the Developer
covenanted and agreed to construct certain improvements on said real property, said improvements
being stated and addressed in said Amended and Restated Contract for Private Sale: and
WHEREAS, upon completion of said improvements as required by said Amended and Restated
Contract for Private Sale the EDA agreed to issue a Certificate of Completion certifying that
Developer has completed construction of said improvements in accordance with the agreed upon
plans and improvements to the subject real property,thereby terminating Developer's obligation in
respect to those portions of the Amended and Restated Contract for Private Sale pertaining to
construction and development of said real property; and
WHEREAS, said construction and development by Developer has been completed pursuant to the
plans, specifications,terms, and conditions as stated in the Amended and Restated Contract for
Private Sale.
NOW THEREFORE,the EDA hereby states, acknowledges,confirms, and certifies as follows:
1. That Developer has constructed upon the above-described real property the improvements as
agreed to in the Amended and Restated Contract for Private Sale between the parties dated
the 17 day of March 1994.
2. That the completion of said construction and improvements are hereby certified to by the
EDA.
3. That these parts and portions of the Amended and Restated Contract for Private Sale between
the parties hereto pertaining to said construction of said improvements are hereby stated,
acknowledged, and confirmed to be satisfied and completed.
4. That the issuance of this Certificate of Completion by the EDA does not effect,modify, or
terminate the additional and continuing duties, covenants, and obligations of Developer it's
successors and assigns, as stated in the Amended and Restated Contract for Private Sale
executed between the EDA and Elm Park Limited,Inc., on the 17 day of March 1994.
1
FARMINGTON ECONOMIC
DEVELOPMENT AUTHORITY, formerly
known as the HOUSING AND
REDEVELOPMENT AUTHORITY for the
City of Farmington,Minnesota,
By
Steve Wilson, Chair of the EDA
By
Samantha DiMaggio,EDA Executive Director
STATE OF MINNESOTA)
)ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this 28 day of February 2022, by Samantha
DiMaggio,Executive Director, and Steve Wilson,EDA Chair,Farmington Economic Development
Authority, a Minnesota municipal corporation, on behalf of the entity.
Notary Public
2
EXHIBIT A
BOUNDARY DESCRIPTION
1. Beginning at the intersection of the center of Elm Street and Fourth Street and extending
southerly to the center of the alley between Spruce Street and Walnut Street then westerly to the center of
First Street then northerly to the center of alley North of Elm Street then easterly to the center of Second
Street then southerly to the center of Elm Street then easterly to the point of beginning.
2. The West 391 feet of the East 791 feet of the South 334 feet of the NW 1/4 of the NW 1/4 of
Section 36,Township 114,Range 20.
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AMENDED AND RESTATED CONTRACT FOR PRIVATE SALE
OF
FORMER RAILROAD AND ADJACENT PROPERTIES
FOR
COMMERCIAL DEVELOPMENT
BY AND BETWEEN
HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF FARMINGTON
AND
ELM PARK LIMITED, INC.
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TABLE OF CONTENTS
ARTICLE I . . . . . . . . . . . . . . .. 3
3
DEFINITIONS . • • • • . . . ' ' ' ' . . . . . .
Section 1.1. Definitions . . . . . • • •
3
Section 1.2 Exhibits . . . - '
-
Section 1.3 Rules of Interpretation . 5
ARTICLEII . . • • • . - ' ' ' ' . '
REPRESENTATIONS . . . . • • • . . • ' . • . • • . • . 5
Section 2.1 Representations by the Developer 5
�
Section 2.2 Representations by the HRA 7' i
Section 2.3 Conditions Prior to Further - 7
Action . . • • . . • • . I
. . . . . . 8
ARTICLE III . . . . . . . . .
i
PURCHASE CONVEYANCE AND COMMITMENT FOR 8
ELIGIBLE COSTS
Section 3.1 ybDeloect
pertOf . . . . . . 8
Section 3.2 Purchase Price . . . . .
8
Section 3.3 Conditions precedent to Closing
8
section 3.4 Closing . . • . • . • 9
.
10
Section 3.5 Closing Documents . . -
Section 3.6 Real Estate Taxes and Special 10
Assessments . . . • • -
.
Section 3.7 Easements • • • • • 10.
Sectio: 3.8 'Eligible Costs Commitment
10
Section 3.8A . • . • • • • • • ' ' ' ' • , - 10
Section 3.9 Demolition. - ' . . . . . . 11
ARTICLEIV . . • • • • • . ' ' . . . • .
CONSTRUCTION OF MINIMUM IMPROVEMENTS . . • • • '
. 11
Section 4.1 Construction of Minimum 11
Improvements . . . . • -
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Section 4.2 Fair Market Value of Improvements
and Covenant to Maintain . . . . . 12
Section 4.3 Construction Plans . . . . . . . . 12
Section 4.4 Completion of Construction . . . . 13
Section 4.5 Certificate of Completion . . . . . 14
Section 4.6 Performance Bond . . . . . . . . . 14
ARTICLEV . . . . . . . . . . . . . . . . . . . . . . . . 15
INSURANCE AND RELATIONSHIP TO MORTGAGE . . . . . . . . 15
Section 5.1 Insurance . . . . . . . . . . . . . 15
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . 18
TAX INCREMENT . . . . . . . . . . . . . . . . . . . . 18
Section 6.1 Real Property Taxes and Payments
in Addition Thereto . . . . . . . . 18
Section 6.2 Assessment Agreements . . . . . . . 14
Section 6.3 Contingent Tax Increment To Be
Received By Developer in the Event
of Additional Improvements . . . . 21
ARTICLE VII
. . . 22
MORTGAGE FINANCING . . . . . . . . . . . . . . . . . . 22
Section 7.1 Limitation Upon Encumbrance
of Project Property . . . . . . . . 22
Section 7.2 Notice of Default; COPY W
Mortgagee . . . . . . . . . . . . . . 22
ARTICLEVIII . . . . . . . . . . . . . . . . . . . . . . . 22
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER . . . . . 22
Section 8.1 Representation as to Development 22
Section 8.2 Prohibition Against Transfer of
Interest Binding Individually . . . 22
Section 8.3 Status of Developer; Transfer of
substantially All Assets . . . . . 23
Section 8.4 Prohibition Against Transfer of
Property and Assignment of
Agreement . . . . . . . . . . . . . 23
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ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . 25
EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . 25
Section 9.1 Events of Default Defined . . . . . 25
Section 9.2 Remedies on Default . . . . . . . . 26
Section 9.3 Revesting Title in HRA Upon
Happening of Event Subsequent to
Conveyance to Developer . . . . . . 27
Section 9.4 Revesting of Title . . . . . . . . 27
Section 9.5 No Remedy Exclusive . . . . . . . . 27
ARTICLE X . . . . . . . . . . . . . . . . . . . . . . . . 27
ADDITIONAL PROVISIONS . . . . . . . . . . . . . . . . 27
Section 10.1 Restrictions on Use . . . . . . . 27
Section 10.2 Conflicts of Interest . . . . . . 27
Section 10.3 Provisions Not Merged with Deed 28
Section 10.4 Titles of Articles and Sections 28
Section 10.5 Notices and Demands . . . . . 28
Section 10.6 Counterparts . . . . . .. . . . . . 29
Section 10.7 Modification . . . . . . . . . . . 29
Section 10.8 Law Governing . . . . . . . . . . 29
Section 10.9 HRA Approvals . . . . . . . . . . 29
Section 10.10 Termination . . . . . . . . . . . 29
Section 10.11 Binding Effect on Successors and
Assigns . . . . . . . . . . . . . 30
Section 10.12 Severability and Survival . . . . 30
Section 10.13 No Personal Liability to First
Mortgage . . . . . . . . . . . . . . 30
Section 10.14 Amendment and Restatement. . . . . . 31
Signatures . . . . . . . . . . . . . 31
Acknowledgements . . . . . . . . . 32
c:\lmprk\bond\index.2e
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1214 760
AMENDED AND RESTATED CON'T'RACT FOR PRIVATE SALE
THIS AMENDED AND RESTATED CONTRACT FOR PRIVATE SALE (the
"Agreement") , made as of the _L2_day of —1111t.-c!1 , 1994, by
and between the Housing and Redevelopment Authority of the City of
Farmington, Minnesota, a public body, corporate and politic organized
and existing under the laws of the State of Minnesota hereinafter
"HRA", and Elm Park Limited, Inc. hereinafter "Developer";
WITNESSETH:
NHEREAB, pursuant to Minnesota Statutes, Chapter 462 and
subsequent suc0alegislation, the HRA has formed a redevelopment
district (the 1101 Redevelopment District") a description of which is
attached hereto as Exhibit A, and has adopted a redevelopment plan
therefor (the "Old Redevelopment Program") and a tax increment
financing district associated therewith (the "Old Tax Increment
District") ; and
WHEREAS, pursuant to Minnesota Statues, Chapter 469, the HRA
has formed a redevelopment district (the "New Redevelopment District")
a description of which is attached hereto as ZXhj&tt,-J, and has
adopted a redevelopment plan therefor (the „New Redevelopment
Program") and a tax increment financing district associated therewith
(the "New Tax Increment District"); and
M MMAS, the HRA intends to or has purchased real property, a
portion of which is located in the New Redevelopment: District, and a
portion of which is located in the Old Redevelopment District, a
description of which real property is attached hereto as Exhibit C and
identified thereon as the Project Property; and
WHEREAS, the purchase of property in the Old Redevelopment
District and the New Redevelopment District (collectively the
"Redevelopment Diutricts") by the HRA from private parties, and the
sale of property in the Redevelopment Districts by the HRA to private
parties for a redevelopment project are objectives of the Old
Redevelopment Program and the New Redevelopment Program. (collectively,
the "Redevelopment Programs") ; and
MUMEAS, in order to achieve the objectives of the
Redevelopment Programs and particularly to make the land in the
Redevelopment Districts available for development by private
enterprise in conformances with the Redevelopment Programs, the HRA has
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determined to use its best efforts to purchase portions of the Project
Property not already owned and to convey the whole of the Project
Property to the Developer in order to bring about redevelopment in
accordance with this Agreement; and
WHEREAS, a major objective of the Redevelopment Program is to
eliminate the presence of and prevent deterioration within the
Redevelopment Districts; and
WHBRM, the new Redevelopment District contains a former
railroad switching areas and other irregularly shaped parcels which
the HRA intends to remedy as a part and portion of the Redevelopment
Project; and
AREAS, in order to achieve the objectives of the Plans and
particularly to make land in the Project Areas available for
redevelopment by private enterprise for and in accordance with the
uses specified in the Redevelopment Plan, the HRA has determined to
provide substantial aid and assistance through the sale of Bonds or
other financing arrangements to finance the public costs of
redevelopment of the Project Area; and
1 KREA.S, the HRA believes that redevelopment of the Project
Property pursuant to the terms of this Agreement is vital and is in
the best interests of the City of Farmington, Minnesota and the
health, safety, morals and welfare of its residents, and is in
accordance with the public purpose and provisions of the applicable
state and local laws and requirements under which the Project is being
undertaken and is being assisted; and
WHEREAS, the Developer intends to create commercial facilities
on the redevelopment property as described hereinafter.
pHEREAS, the HRA and Developer have previously entered into
that certain contract for Private Sale of Former Railroad and Adjacent
Properties for Commercial Development by and between the HRA and the
Developer dated July 7th, 1993, as amended by First Addendum dated
September 1, 1993, and Second Addendum dated November 3, 1993, ("Prior
Contract for Sale") .
WHEREAS, the parties desire to amend and restate the Prior
Contract for Private Sale in its entirety.
NOW THEREFONI, in consideration of the premises and the mutual
obligations of the parties hereto, the parties hereby amend and
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ract for Private
asafollows:and each
restate in its entirety the Prior Cont
of them does her covenant and agree with the o
NOW, THEREFORE, in consideration of the premises and the
mutual obligations of the parties hereto,
each of them does hereby
covenant and agree with the other as follows:
ARTICLE I-
DEFINITIONS
SECT-' - Defin tions.
all have
All capitalized terms used and not otherwise defined artyherea sears from
the following meanings unless a different meaning clearly pp
the context: be from
�q�eement means this Development Agreeas thsame may,
time to time modified, amended or supplemented.-
Bonds - means the City's General obligation Taxable Tax Increment
Bonds, series 1993B and Series 19930, and anyebondsralbsubsequen lyliation aissued tonrefund
Bo ,
said bonds.
City means the City of Farmington, Minnesota, or any successor to
its functions;
means the date or dates on which the HRA
conveys the Redevelopment Property, or any parts thereof, to the
Developer under Article III of this Agreement;
Plan$ :weans the plans, specifications, drawings and
related do performed
by the Developerhe tinction respectrto theoved Project, and to
be pall shad by by the HRA;
and all changes therein, as approved
unto means the County of Dakota;
Develoaer means B1■ park Limited, Inc., its successors and assigns;
�o ment P onerty oX Prosect Property
means the parcels of real
property 1 gally described in a+ch h t C of this Agreement;
+•,�� Com �t on means the issuance by the City of Farmington of a
Certificate of occupancy for the Project.
n the a...,�e..+ arc►nerty Deed$ means the deeds,
substantially
used to convey
of the deed attached to this Agreement asxh'bit D,
the Project Property from the HRA to the Developer;
FV�nt of a'�t means any of the events described in Section IX
G of this Agreement;
Tmorovements - Each and all of the Improvements
bspecified
y the HRA anand
provided in the Construction Plans as approved
hereinafter provided. The term also includes the "Project" to be
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constructed from the proceeds of the Bonds and other approved
financing obtained by the HRA and Developer as defined and
described herein and by resolutions of the City Council giving
preliminary approval and authorizing the issuance of the Bonds or
approval of such other financing;
First Mortgagft means any Mortgage which constitutes a first
mortgage lien against the Project.
Minimum Improvements means the Improvements collectively consti-
tuting approximately 39,574 Sq.Ft. of Commercial space as more
specifically described herein and specifically shown on the im-
provement plans and drawings attached hereto and marked Exhibit G.
Mortgage means any mortgage or security agreement by which the
Developer has granted a mortgage or other security interest in the
Project Property, any portion or parcel thereof, or any
improvements constructed thereon, including but not limited to the
Minimum Improvements;
Project means the Minimum Irprovements to be located on the Project
Property, consisting of approximately 39,574 Sq.Ft. of Commercial
Space as more specifically described herein;
project property means the real property, herein germed Project
i Property or Property, all located within the Project Area and
legally described in Ex ibit C;
l+ublig RedevelgZMnt Costs means those costs as stated in the tax
increment financing plan for the project as allowed by statute.
subst nt=+Y- -e-tion means the completion of the Project to the
stage where it is sufficiently complete in accordance with the
approved plans and specifications for the Developer and/or its
tenants to occupy the Project for their intended use.
Tax Increments means the "tax increments" as defined in the Tax
Increment Act, generated by and derived from the Project Property;
Tax Increment Act means the Tax Increment Financing Act, Minnesota
Statutes, Sections 469.174 through 469.179, an amended;
Tax Increment Pis means the payments from the County to the
HRA of Tax Increments;
Unavoidable Delays means delays which are the direct result of
strikes, other labor troubles, unusually severe or prolonged bad
weather, acts of God, fire, war, material shortage or other
casualty to the Minimum Improvements, causer beyond the Developer"s
control, or acts of any federal, state or local governmental unit
other than those acts of the HRA authorized or contemplated by this
Agreement.
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SECTION 1.2. - Exhibits,
The following Exhibits are attached to and by reference made a part of
this Agreement:
A: Description of the old Redevelopment District
8: Description of the New Redevelopment Distric+-
C: Description of the Project Property
D: The Project. Property Deeds
E: Certificate of Completion
F: Assessment Agreement
G: Plans and Specifications for Minimum Improvements to be
Constructed. on the Project Property
H: Tax Increment Financing Plan
SECTION _3 - Rules og Interpretation.
(a) This Agreement shall be interpreted in accordance with and
governed by the laws of the State of Minnesota.
(b) The words "herein" and "hereof" and words of similar import,
without reference to any particular section or subdivision
refer to this Agreement as a whole rather than to any
particular section or subdivision hereof.
(c) Reference herein to any particular section or subdivision
hereof is to the section or subdivision of this instrument as
originally executed.
(d) Any titles of the several parts, articles and sections of this
Agreement are inserted for convenience and reference only and
shall be disregarded in construing or interpreting any of its
provisions.
(e) In the event the Project Property is subdivided for taxing or
other reason then this Agreement and all of its provisions
shall be binding and in full force and effect: upon each part
or portion of the whole of the Project Property.
ARTICLE Ii.
=PRESENTATIONS, WARRANTIES AND COVENANTS
SHMIpp 2 - RaRresentations by the Devel=2r.
(a) The Developer has the authority to enter into this Agreement
and has duly authorized the execution, delivery and
performance of this Agreement by proper action.
(b) The Developer will obtain commitments for mortgage or other
financing necessary for construction of the Improvements.
(c) The Developer will construct, operate and maintain the
Improvements in aiccordance with the terms of this Agreement,
the Redevelopment: Plan and all local, state and federal laws
and regulations.
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(d) The Improvements shall constitute a permitted use under the
Farmington Zoning and Ordinance Codes, will be in conformity
with the Farmington Project Area Plan and will be constructed
by Developer to have a fair market value of at least
$1,750,000.00 Dollars.
(e) The Developer shall not, during the period in which HRA is and
shall receive Tax Increment payments, create a condominium,
cooperative or other similar legal entity in respect to part
or all of the Project Property.
(f) At such time or times as may be required by law, the Developer
will have complied with all local, state and federal
environmental laws and regulations. The Developer has not
received and the HRA is not aware of any notice or
communication from any local, state or federal official that
the activities of the Developer may be or will be in violation
of any environmental law or regulation. The Developer and the
HRA are aware of no facts the existence of which would cause
Developer to be in violation of any local,state or federal
environment law, regulation or review procedure or w;nich would
give any person a valid claim under zhe Minnesota
Environmental Rights Act.
(g) The Developer will obtain, in a timely manner, all required
permits, licenses, and approvals, and will meet, in a timely
manner, all requirements of all local, state and federal laws
and regulations which must be obtained or not before the
Improvements may be constructed. With respect to permits,
licenses and approvals required to be given by the HRA, the
HRA will not unreasonably delay consideration of or
unreasonably withhold such issuance.
(h) Any signing erected upon the Project Property shall satisfy
the following criteria:
(1) At the time of issuance of the Certificate of Completion,
only the signs depicted in the approved Construction
Plans will be permitted. All other signs will be removed
by the Developer prior to the issuance of the Certificate
of Completion.
(2) Any signs thereafter erected upon the Project Property,
whether in addition to or as a replacement of the signs
contained in the Construction Plans will be an integral
part of the Minimum Improvements in terms of design and
quality. No billboard signs, of any nature or type, or
wherever situated on the Project Property, are to be
allowed to be erected or maintained without first
obtaining prior written approval from the HRA. All signs
erected or placed on the Project Property after issuance
of the Certificate of Completion will be in accordance
with local ordinances and shall be approved by the HRA.
(3) The criteria contained in Section 2.1(h) (1) and (2) are
intended to be minimum criteria, and the Developer
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represents that it: will abide by any more restrictive
requirements contained in applicable City ordinances or
State of Minnesota statutes currently existing or
hereinafter enacted. Nothing contained in this Section
2.2 (i) shall be deemed to limit or restrict the right of
the Developer to challenge the application of any such
restriction or criteria to it, nor shall any of the
forfeiture provisions contained in this Agreement apply
to a violation of: this section by the Developer.
(i) The Developer agrees that it will indemnify, defend, and hold
harmless the HRA, its governing body, officers, employees,
agents and contractors, from any and all claims or causes of
action, of whatsoever nature, arising or purportedly arising
out of the actions of the Developer, its officers, employees,
agents or contractors in connection with this Agreement or the
Public Redevelopment Activities and this agreement to
indemnify shall survive the termination and satisfaction of
the other provisions of this Agreement.
(j) All warranties and representations of the Developer contained
herein shall be true and accurate on the date hereof and the
Closing Date, and all such representations and warranties
shall survive the Closing Date and the execution and delivery
of any document or the performance of any action contemplated
herein.
5ZCrJQ t .:t. - Rapmaentations by the *gam
The HRA makes the following representations as the basis for the
undertaking on its part herein contained:
(a) The HRA is authorised by law to enter into this Agreement and
to carry out its obligations hereunder.
(b) In the event the Developer has met its obligation contained in
Sections 3.3 of this Agreement, the HRA shall be obligated to
acquire the Project Property excepting therefrom Lots Nine
(9), Eleven (11) and Twelve (12) , Block Eighteen (18) , City of
Farmington, through the institution of negotiation for
voluntary transfer only. Such negotiation once commenced
shall be continued in good faith by the HRA.
AROI9N 2.3. - Co-idition�e Prior to EUrther Action_
(a) Developer shall obtain equity commitments and a non-contingent
commitment for first mortgage or other debt financing
satisfactory to the HRA as a condition precedent to HRA
actions to acquire the Project Property, and perform other
actions necessary to the sale of the Project Property to
Developer; said equity and mortgage commitments to be obtained
by February 15, 1994.
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(b) It is first established that the Tax Increment to be received
from the County in respect to the Project Property and
payments in lieu of taxes shall be sufficient for the
repayment of General Obligation Improvement Bonds Series 1993A
to be issued in conjunction with the project and the City of
Farmington shall, by resolution, approve the project and the
sale of General obligation Bonds to fund the project.
ARTICLE TTI.
PURCUASE CONVEYANCE AND CONNITICM FOR ELIGIBLE COSTS
SECTION 3.1 - Purchase of the Project Propgrty by Dpvelooer.
Subject to the satisfaction of the conditions set forth in Section 3.3
below, the HRA agrees to sell to the Developer, and the Developer
agrees to purchase from the HRA, the Project Property excepting
therefrom Lots Nine (9), Eleven (11) and Twelve (12) , Block Eighteen
(18) , City of Farmington, on the terms and conditions hereinafter set
forth. The HRA shall deliver title to the Project Property excepting
therefrom Lots Nine (9) , Eleven (11) and Twelve (12), Block Eighteen
(18) , City of Farmington, to the Developer by the Project Property
Deeds.
SECTION 3.2 - �*-nt+ng _Price of the Prroie..!- Protaertvr.
i
As the purchase price for the purchase of the Project Property by the
Developer from the HRA, the Developer shall pay to the HRA the sum of
one Hundred Thousand Dollars ($100,000.00) in cash on the date of
closing, and other good and valuable consideration.
$SCTION 3. Condit3nnE__Precedent to closing.
(a) The HRA's obligations to sell the Project Property to the
Developer shall be subject to satisfaction on or before the
Closing rate of the following conditions precedent:
(1) The Developer shall be in compliance with all the terms
and provisions of this Agreement;
(2) The Developer shall have submitted to the HRA site plans
including construction plans and landscaping plans for
the Project, and such site plans shall have been approved
by the HRA and the City pursuant to Section 4.3 of this
Agreement; and
(3) The Developer shall furnish the HRA (i) evidence, in a
form satisfactory to the HRA such as a letter of
commitment from a bank or other lending institution, that
the Developer has firm commitments for construction and
permanent financing for the Minimum Improvements in an
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amount sufficient, together with equity commitments, to
complete the: Improvements in conformance with the
Construction Plans, or the HRA shall receive such other
evidence of financial ability as in the reasonable
judgment of the HRA is required; and (ii) financial
projections in respect of the Project which are
satisfactory to the HRA establishing the financial
viability of the Project.
(4) The First Mortgage shall have been executed with copies
of the same provided by Developer to HRA.
(b) The Developer's obligation to purchase the Project Property
from the HRA shall be subject to satisfaction on or before the
Closing Date of the following conditions precedent:
(1) The HRA shall be in material compliance with all the
terms and provisions of this Agreement;
(2) The HRA shall have approved in writing the Developer's
construction plans and landscaping plane:;
(3) The Project Property shall have been properly rezoned to
allow for the acquisition, development, construction and
operation of the Project as contemplated by this
Agreement; .
(4) The HRA shall have commitments for purchase of portions
of the Project Property not presently owned by HRA and
title to they Project Property shall be acceptable to
Developer.
(5) The HRA shall have delivered to Developer, in form and
substance satisfactory to Developer and its counsel, all
documents required to be delivered pursuant to Section
ILI;
(c) Prior to the date of closing both parties hereto shall have
acknowledged, in writing, that all contingencies of both
parties have either been satisfied or waived and that as of
the date of said acknowledgment both parties are
unconditionally committed to completion of the Project as
herein delineated.
S,J=10N 3.4. - Closing.
The closing on the purchase of the Project Property by Developer shall
take place on or before twenty-one (21) days after the fulfillment of
the conditions precedent to closing set forth in Section 3.3 hereof.
The closing shall take place at the office of Housing and
Redevelopment Authority of the City of Farmington, c/o City Hall, 325
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Oak Street, Farmington, Minnesota 55024, or such other place as the
parties may mutually agree.
SECTION 3.5. - Closing Documents
On the Closing date, the HRA shall deliver to the Developer:
(a) A Seller's form judgment and lien affidavit covering all
judgments, tax liens, bankruptcies, pending action in any
court, mechanic's liens and unrecorded contracts, leases,
easements, or other agreements relating to the Project
Property.
(b) Project Property Deeds in the form set forth as Exhibit D.
SECTION 3.6. - Real Rstate Taxes and Special Assmpjlents.
All pending and levied real estate taxes and special assessments with
respect to the Project Property shall be paid by the HRA on the
Closing Date, excepting therefrom special assessments in respect to
improvements made or to be made to First Street and other parcels on
or adjacent to the Project Property being assessed in respect to the
project.
SEMION 3.7 - Easeasnts
At Closing, the parties shall execute the appropriate documents, in
recordable form, necessary to create such easements and other rights
and interests as may be reasonably necessary for the acquisition,
construction, development and operation of the Project by Developer
and HRA pursuant to the Project Plans.
SECTION 3.8. - $liaible costs Coamit_aent,
Upon closing the HRA hereby agrees to commit such sums for eligible
costs (as defined by law) such that the total commitment of the HRA
shall be at least One Million and No/100ths ($1,000,000.00) Dollars
for such eligible costs in respect to property acquisition and
improvements to be completed on the Project Property.
$EC` 10H 3.8A
Developer shall take assignment of Purchase Agreements to Lot Nine (9)
[Larson property] and Lots Eleven (11) and Twelve (12) [Austin
Products] and close on the same pursuant to the terms of said Purchase
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Agreements. At closing in respect to each parcel HRA shall provide to
Developer the purchase price as stated in each Purchase Agreement with
the total not to exceed Four Hundred Five Thousand and No/100ths
($405,000.00) Dollars in respect to the purchase, of both parcels.
Further, until all contingencies in respect to each respective
Purchase Agreement has been satisfied Developer appoints HRA to act as
its agent to notify the respective Sellers of contingencies not met
and cancellation in respect to said Purchase Agreements as
appropriate.
SECTION 3.9. -- DemolildQn.
In the event closing shall, occur prior to the demolition and
recompaction work being completed in respect to any of the parcels
conveyed to Developer, Developer shall take assignment of any
demolition/recompaction contracts previously let and shall contract
for demolition/recompaction of properties for which such contracts
have not been previously let and HRA shall reimburse Developer for
such demolition/recompaction costs not to exceed Fifteen Thousand and
No/100ths ($15,000.00) Dollars. Further the parties hereto agree that
the purchase of hot 9 (Larson) and Lots 11 and 12 (Austin Products) is
contingent upon Developer financing, the issuance of bonds, and the
agreement of the parties hereto and the owners of Lots 9, 11 and 12 in
respect to closing and move-out and relocation times and expenses,
therefore, the terms and conditions in respect to closing, vacating,
and relocation dates negotiated and agreed to between HRA and the
owners of Lot 9 and Lois 11 and 12 are and shall be agreeable to
Developer on the condition that the same are negotiated in good faith
to give possession and control of said properties to Developer as soon
as practicable.
ARTICLE IV.
CONSTRUCTION OF NINIM M INPROVEMMS
SECTION A,1. - onstructionof Zl im a Improvements
After the purchase by the Developer of the Project Property from the
HRA, the Developer agrees that it will cause the Minimum Improvements
on the Project Property to be constructed in conformity with the
approved Construction Plans, any amendments thereto approved by the
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HRA, and the City zoning and ordinance codes. Said construction to
begin within ninety (90) days of closing.
SECTION 4.a-._- Fair Haiket Value of Innrovenents and Coyenant to
Maintain. '
The Developer agrees that the Project, upon completion of all Minimun
Improvements in accordance with the approved site plans and amendments
thereto, shall have a fair market value, including land and buildings,
of the least 1.750.000.00. Developer will at all times, pertinent to
this Agreement, operate, maintain, preserve and keep the Minimum
Improvements in good repair and condition.
SECTION 4.3. - Construction Plans,
The Developer shall cause site plans, including construction plans and
landscaping plans, to be provided to the HRA, which shall be subject
to approval by the HRA. The HRA Planner shall determine w:iether the
construction plans and landscaping plans meet all HRA requirements.
The construction plans shall provide for the Minimum Improvements to
be constructed on the Project Property, and shall be in conformity
with the applicable Redevelopment Programs, design, and aesthetic
considerations, this Agreement, and all applicable state and local
laws and regulations. If the HRA rejects the construction plans
and/or landscaping plans in whole or in part, the Developer shall
submit new or corrected construction plans and landscaping plans
within thirty (30) days after receipt by the Developer of written
notification of the rejection, accompanied by a written statement by
the HRA specifying the respects in which the Constructions Plans
submitted by the Developer fail to conform to the requirements of the
HRA.
If the Developer desires to make any substantive change in the
Construction Plans after their approval by the HRA, the Developer
shall submit the proposed change to the HRA for its approval. Such
substantive change or changes in the Construction Plans are hereby
acknowledged to be approved by the HRA unless rejected in writing'
within forty-five (45) days of the receipt thereof by the HRA. Any
rejection of substantive changes of construction plans by HRA shall be
accompanied by written reasons for the rejection of such changes. Any
such changes shall not be unreasonably rejected by HPA.
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SECTION 4.4. - Completion of Construction.
Subject to Unavoidable Delays, the Developer sl:iall have substantially
completed the Improvements by November 30, 1994. Final completion of
all work to be done by Developer in respect to the Project Property
shall be completed by December 31. 1994. Time lost as a result of
Unavoidable Delays shall be added to extend these dates a number of
days equal to the number of days lost as a result of Unavoidable
Delays but in no event shall delays of any nature exceed 120 days.
All work with respect to the Minimum Improvements to be constructed or
provided by the Developer on the Project Property shall be in
conformity with the Construction Plans and any amendments thereto
submitted by the Developer and approved by the HRA. During
construction, the Developer shall make reports in such detail and at
such times as may be requested by the HRA concerning the actual
progress of construction.
The Developer agrees for itself, and every successor in interest to
the Project Property, or any part thereof, that each of the Project
Property Deeds shall contain covenants on the part of the Developer
and such successors and assigns, that the Developer, and such
successors and assigns, shall cause to be diligently prosecuted to
completion construction of that portion of the Minimum Improvements
which, pursuant to this Agreement, are to be constructed on that
portion of the Project Property conveyed pursuant to the particular
Project Property Deed, and that such construction shall in any event
be completed within the applicable period specified in this Section
4.4. It is intended and agreed, and the Project Property Deed or
Deeds shall so expressly provide, that such agreements and covenants
shall be covenants running with the land and that they shall in any
event, and , ithout regard to technical classification or designation,
legal or otherwise, and except only as otherwise specifically provided
in this Agreement, be, to the fullest extent permitted at law and in
equity, binding for the benefit of the HRA and enforceable by the HRA
against the Developer its successors and assigns excepting therefrom
any and all Mortgage Holders, their successors and assigns but
excluding therefrom, if they would obtain a future interest in the
Project Property through a Mortgage Holder, Developer, and any
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individual, individuals, corporations, associations, partnerships or
any other entity or entities in which Developer or any of its
principals have any interest and their successors and assigns.
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SECTION 4.5 - Certificate of Completion
Promptly after notification by the Developer of final completion of
the Improvements, the HRA shall inspect the construction to determine
whether such Improvements are completed in accordance with the terms
of this Agreement relating solely to the obligations of the Developer
to construct the Improvements (including the dates for the completion
thereof) . When all construction and improvements are completed to the
satisfaction of the HRA, it will furnish the Developer with a
Certificate of Completion as described in Exhibit "F". Such
certification by the HRA given at the completion of construction shall
be (and it shall be so provided in the Deed and in the certification
itself) a conclusive determination of satisfaction and termination of
the agreements and covenants in this Agreement and in the Deed with
respect to the obligations of the Developer to construct the
Improvements and the dates for the completion thereof.
The certification provided for in this Section shrill be in recordable
form. If the HRA shall refuse or fail to provide the certification in
accordance with the provisions of this Sectio► thet HRA shall, within
30 days after written request by the Developer, provide the Developer
with a written statement, indicating in adequate detail, in what
respects the Developer has failed to complete the Improvements in
accordance with the provisions of this Agreement, or is otherwise in
default, and what measures or acts will be necessary, in the opinion
of the HRA, for the Developer to take or perform in order to obtain
such certification. In the event of dispute as to Developerts
compliance and the parties' inability to resolve the matter, all
issues in respect to said compliance shall be submitted to the
Architect who resigned the project for determination, which
determination shall be conclusive in respect to both parties.
BSCTION 4.6. - Performance Bond
Developer shall provide, as a condition to its contract, evidence of a
Payment and Performance Bond or Bonds acceptable to HRA in the full
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amount of the Project Construction Cost which shall remain in full
force and effect until issuance by the HRA of the Certificate of
Completion. Evidence of such Bond or Bonds shall be delivered to the
HRA prior to closing.
ARTICLE V.
INSURANCE AND RELATIONSHIP TO MORTGAGcE
SECTION 5.1. - Insurance,
(a) The Developer will provide and maintain or cause to be
maintained at all times during the process of constructing the
Minimum Improvements (and, from time to gime at the request of
the HRA, furnish the HRA with proof of payment of premiums
on) :
(1) Builder's risk insurance, written on the so-called
"Builder's Risk -- Completed Value Basis" in an amount
equal to one hundred percent (100$) of the insurable
value of the Minimum Improvements at the date of
completion, and with coverage available in non-reporting
form on the so-called "all risk" form of policy; the
interest of the HRA shall be protected in accordance with
a clause in form and content satisfactory to the HRA;
(2) Comprehensive P general liability insurance (including
operations, contingent liability, operations of
subcontractors, completed operations and contractual
liability insurance) together with an Owner's
Contractor's Policy with limits against bodily injury and
property damage of not less than $1,000,000.00 for each
occurrence (to accomplish the above-required limits, an
umbrella excess liability policy may be used) ; and
(3) Worker's compensation insurance, with statutory coverage.
(b) Upon completion of construction of the Minimum Improvements
and until all Bonds issued in respect to the Project have been
fully paid, the 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:
(1) Insurance against loss and/or damage to the Minimum
Jnprovements under a policy or policies covering all
risks in an amount not less than the full insurable
replacement value of the Minimum Improvements. No policy
of insurance shall be so written 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 Minimum Improvements and shall be
determined from time to time at the request of the HRA,
but not more frequently than once every three years, by
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an insurance consultant or insurer selected and paid for
by the Developer and approved by the HRA. All policies
evidencing insurance required by this Subsection (1) with
respect to the Minimum Improvements shall be carried in
the names of the Developer, the R-RA and the holder of the
First Mortgage, as their respective interest may appear.
(2) 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 Project Property, in the minimum
amount for each occurrence and for each year of
$1,000,000.00, and shall be endorsed to show the HRA as
an additional insured.
(3) Such other insurance, including worker's compensation
insurance respecting all employees of the Developer, in
such amount as is customarily carried by like
organizations engaged in like act:;vities of comparable
size and liability exposure.
(c) All insurance required in this Article V shall be taken out
and maintained in responsible insurance companies selected by
the Developer and approved by HRA which are authorized under
the laws of the State of Minnesota to assume the risks covered
thereby. The Developer will deposit with the HRA upon request
copies of policies evidencing all such ;insurance, or a
certificate or certificates or binders of the respective
insurers stating that such insurance is in force and effect.
Unless otherwise provided in this Article V, each policy shall
contain a provision that the insurer shanll not cancel or
modify it without giving written notice to the Developer and
the HRA at least thirty (30) days before the cancellation or
modification becomes effective. Not leas than fifteen (15)
days prior to the expiration of any policy, the Developer
shall furnish the HRA evidence satisfactory to the HRA that
the policy has been renewed or, replaced by another policy
conforming to the provisions of this Article V, or that there
is no necessity therefor under the terms ..hereof. In lieu of
separate policies, the Developer may maintain a single policy,
or blanket or umbrella policies, or a combination thereof,
which provides the total coverage required herein, in which
event the Developer shall deposit with the HRA a certificate
or certificates of the respective insurers as to the amount of
coverage in force myon the Minimum Improvements.
(d) The Developer agrees to notify the HRA iiamediately in the case
of damage exceeding $20,000.00 to, or destruction of, the
Minimum Improvements or any portion thereof resulting from
fire or other casualty.
Subject to the rights of a Mortgage Holder to require that the
proceeds of insurance be applied in accordance with its
Mortgage, which Mortgagee shall control, net proceeds of any
insurance relating to damage or destruction to the Minimum
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Improvements or any portion thereof as a result of fire or
other casualty shall., subject to any and all Mortgagees'
rights, be distributed as follows:
i) In the event said insurance proceeds are applied to
reconstruction, the boveloper shall -within ninety
(90) days after settlement of the insurance claim or
claims associated therewith or within one (1) year,
whichever is earlier, after such damage or
destruction, commence to repair, reconstruct and
restore the damaged or destroyed Minimum
Improvements to the same or improved condition as
they existed prior to the event causing such damage
or destruction and, to the extent necessary to
accomplish such repair, reconstruction and
restoration, the Developer will apply the proceeds
of any insurance relating to such damage or
destruction to the payment or reiwbursement of the
costs thereof. After completion of such repairs,
construction and restoration any unexpended Net
Proceeds eshall be disbursed to the Developer or the
holders of Mortgages as their interests may lie.
ii) in the event said insurance proceeds are first
allocated to payment of the Mortgages then, and in
that event:, said insurance proceeds shall be
allocated in the following priority as follows:
a) The Mortgage Holders and their successors and
assigns shall be paid the whole amount then due i
and owing. I
b) Any excess insurance proceeds over amounts
payable under the above mortgage payoff or
payoffs shall be allocated first to the payment
of any real estate taxes then due and awing in
respect to the Project Property and associated
delinquent payments-in-lieu pursuant to Section
6.1 of this Agreement.
c) After payments as described in (a) and (b)
above any excess insurance proceeds shall then
be allocated to any liens or encumbrances which
may then exist against the Project Property
including but not limited to special
assessments.
d) After payments in respect to (a), (b), and (c)
above, any excess insurance proceeds not
exceeding $190,000.00 shall thein be paid to HRA
for payment of the next two yeeirs" real estate
taxes and payments-in-lieu, in respect to the
Project Property as described in 6.1 of this
Agreement.
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e) After payments in respect to (a) , (b) , (c), and
(d) above from said insurance proceeds any
remainder thereof shall .be payable to
Developer.
In the event the Mortgage holder or holders :shall elect to first
allocate insurance proceeds for payoff of the Mortgage or Mortgages
above and Developer :shall elect to rebuild the minimum improvements by
obtaining a replacement Mortgage or Mortgages then., after the payments
to the Mortgage Holder or Holders of amounts then due in respect to
said Mortgage or Mortgages and receipt from said Mortgage Holder or
Holders of a release of all of it•s or their right, title and interest
in the Project Property the remainder of said insurance proceeds shall
be held by HYLA and Developer for ninety (90) days during which time
Developer may apply for and obtain commitment for new Mortgage
financing acceptable to HRA and in the event said mortgage financing
is obtained all remaining insurance proceeds shall be allocated to
rebuilding costs. In the event said replacement financing is not j
obtained and approved by HRA within said ninety (90) day period said
remaining insurance proceeds shall be distributed as above stated and
Developer shall reconvey the Project Property to HRA free and clear of
all liens and encumbrances.
ARTICLE VI.
TAX INCRENEW
SECTION 6.1- - Rea; P ,gzty
Taxes and Pa n s_Tn Addition Thereto.
Developer and its successors and assigns, agree to pay$ before penalty
attaches thereto, all real estate property taxes and other taxes due
in respect to said Project Property as the same become due and
payable. Further, Developer and its successors and assigns agree
that, until th3 Bonds issued in respect to the Project Property have
been fully paid this provision shall be in full force and effect,
shall run with the land, and shall bind said parties, their successors
and assigns.
It is further agreed that in the event the annual real estate taxes
due in the years 1994 ane) 1995 shall be less than Twelve Thousand
(512.000.0 J Do11Ars 4knd that in the event the annual real estate
taxes due in the year 1996 and thereafter for all years during which
bonds, issued in respect to the Project, are outistanding, shall be
less than Ninety Four 2b,ousand Nine Hundred Seve�hty Eight and
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No/100ths (S94 978 00) Dollars then, and in that event, the Developer,
and its successors andl assigns hti_eby, jointly and severally, covenant
and agree to pay to the HRA for the years 1994 and 1995 the difference
between the real estate taxes payable in 1994 and 1995 respectively
and the $12,000.00 per- year base real estate tax figure and for all
years thereafter during which Bonds issued in retipect to the Project
are outstanding the difference between said real estate taxes due on
the Project Property and L'inety Four Thom attDe Hundred Seventy
8iaht and No/100ths (894,978.00) Dollars as follows: one half (1/2)
thereof on or before May 1st, and one half (1/2) thereof on or before
the 1st day of October, of each such year. The above stated
provisions for payment of real estate taxes and payments in addition
thereto shall be binding and of full force and effect upon Developer,
and its successors and assigns and that such oblilgations shall run
with the Project Property until repayment of all amounts to be paid in
respect to the Bonds issued or to be issued in clhnnection w;th this
Project have been repaid.
It being understood and agreed that Tax Increment Financing is
being used in conjunction with this Project, that Bonds will be issued
to pay public redevelopment costs, that public radevelopment costs are
being recaptured by way of said Tax Increment Financing and payments
in addition thereto for Bond repayment,p yment, and that such real estate
property taxes and payments in addition thereto .as above described are
necessary for the successful completion of the Project as a whole, the
repayment of Bonds issued in respect to the Projact, and fulfillment
of the purposes and objectives of the HRA. It btaing further agreed
that upon full repayment of Bonds, through tax increment and payments
in addition thareto, stuch payment obligations shall terminate and be
no longer binding on Developer and its successors and assigns.
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SECTION 6.2 - Assessment Agreements
(a) On or before the date of closing the HRA and the Developer
shall execute an "Assessment Agreement and Auditor's
Certification", in respect to the Project; Property, contained
in Exhibit Ci of this Agreement. Such Agreement shall
establish a minimum market value for the land and the
improvements to be constructed thereon in accordance with this
Agreement of not less than $1,750.000.00i_ Dollars in respect
to the Project Property. The HRA shall then present the
Agreement to the County Assessor for his certification. Upon
completion of 'the Improvements the assessor shall value the
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property and assign a Market Value to the property which shall
not be less than the minimum market value contained in the
Assessment Agreement. The Market Value so established may, in
the discretion of the assessor exceed the value contained in
the Assessment Agreement. The Developer it' s successors and
assigns shall not, during the term Bonds issued in respect to
this Project are outstanding, initiate any action to change
the market valuation, used to establish real estate taxes in
respect to the Project Property, such that the real estate
taxes to be received from the Project Property shall be less
than $94,978.00 per year.
(b) Review of Taxer. Except as otherwise provided in this
Agreement and during the term Bonds are outstanding, the
Developer, its successors and assigns, shall pay all real
property taxes and special assessments assessed against the
properties. The Developer, its successors and assigns, agree
that prior to the: Maturity Date and in respect to real estate
taxes levied and to be levied on the Project. Property: (1)
it will not seek administrative review or judicial review of
the applicability, of any tax statute determined by any Tax
Official to be applicable to the Project or the Developer or
raise the applicability of any such tax statute as a defense
in any proceedings including delinquent tax proceedings; (2)
it will not seek administrative review or judicial review of
the constitutionality of any such tax statute determined by
any Tax Official to be applicable to the Project or the
Developer or raise the unconstitutionality cof such tax statute
as a defense in any proceedings, including ctelinquent
proceedings; (3) it will not cause a reduction in the real
property taxes paid in respect: of the Proportion below the sum
of $94,978.00 per year through: (A) willful destruction of the
Improvement or any part thereof; (B) refumal to reconstruct
damaged or destroyed property pursuant to Scnction 5.1 of this
Agreement; (C) a request to the assessor of the City or the
County to reduce the Assessed Market Value ar Assessed Value
of all or any portion of the Properties; (D) a petition to
the Board of Equalization of the City of Farmington or the
board of equalization of the County to reduce the Assessed
Market Values or Assessed Values of all or any portion of the
Properties; (E) a petition to the Board of Equa,.ization of
the State or commissioner of Revenue of the State to reduce
the Assessed Market Values or Assessed Valuas of all or any
portion of the Properties; (F) an action in a District Court
of the State or the Tax Court of the State pursuant to Minn.
Stat., Chapter 278, seeking a reduction in the Assessed Market
Values or Assessed Values of the Properties.; (G) an
applicat.on to the commissioner of revenue of the State
requesting an abatement of real property taxes pursuant to
Minn. Stat., Chapter 270; and (H) any other proceedings,
including but not limited to tax reclassification, whether
administrative, legal or equitable, with any administrative
body within the City of Farmington, the County, or the State
or with any court of the State or the federal government. The
Developer, it successors and assigns, shall not, prior to the
Maturity Date, apply for a deferral of property tax on the
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Project Property pursuant to the Act. Nothing contained
herein shall be deemed to limit the opportunity of the
Developer to challenge that part of any valuation or Market
Values which are in excess of the Minimum Market Values
contained in the Assessment Agreement which creates real
estate tax liability in excess of $94,978.00..
(c) The HRA, the Developer and the Mortgagee recognize that the
HRA and the Developer have, pursuant to Minnesota Statutes,
Section 469.177, subd. 8, entered into an Astessment
Agreement, dated _ ,"' , 19`%1 •, (the
"Assessment Agreement") , khich Assessment Agreement, upon
recording, will be binding upon anyone subsequently acquiring
any interest in the Project Property. Mo provision of this
contract shall be interpreted as in any way negating,
impairing, diminishing or contracting away tho HRAIs rights
under the Assessment Agreement and said Section 469.177, subd.
s.
SBCTT_OM 6.3. - Contingent Tax incretaent To Be Received, BY Developer in
The Event of Additional IEprQvements.
In the event Developer shall construct additional Improvements on the
Project Property in excess of the Minimum Improvements described
herein as additional commercial building or buildings on the Project
Property, Developer shall be entitled to fifty percent (50t) of the
additional real estate tax increment generated thereby .for the
remainder of the term of this Agreement (20 years maximum) . said
payments shall be derived only from the additional taxes received from
the additional improvements to the Project Property and shall be
payable from tax increment received by the HRA from the County within
forty-five (45) days of the receipt thereof by the HRA.
Further, in the event Developer shall construct stitch
additional improvements and rent the same as and for a retail hardware
store then Developer shall receive an additional four thousand two
hundred ($4,200.00) dollars per year for the years 1996, 1.997, and
1998, during the term of said hardware store lease. Said $4200.00
shall be paid in semi-annual installments in conjunction with the
dates on which tax increment payments would be due the Developer and
shall cease upon the earlier of 1) the completion of the three subject
yetars or 2) the date on which a hardware store shall cease operation
in the subject premises prior to December 31, 1998.
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ARTICLE VII.
MORTGAGE FINANCING
SECTION 7.1. - Limitation Upon Encumbrance of E. t property.
Subsequent to the Developer acquiring title to -the Project Property
neither the Developer nor any successor in interest to the Project
Property or any part thereof shall engage in an;r financing or any
other transaction creating any mortgage or othenr encumbrance or lien
upon the Project P,operty, other than Mortgages in the amount of
,S1.900.000.00 or the fair market value of the Project Property,
whichever is greater. In the event of breach off the Covenants
contained in this Section 7.1 the sole remedy o1' HRA shall be limited
to cancellation of payments to be made to Developer, its heirs,
successors and assigns, pursuant to Section E.3 of this Agreement.
SE QK 7.2. - Notice of Defaultz Q= to RQKU:4Nee.
Whenever the HRA shall deliver any notice or demand to the Developer
with respect to any breach or default by the 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 the holder of the
First Mortgage at the last address of such holder shown in the records
of the HRA.
ARTICLE VIII.
PElOBISITIONS AGAINST ASSIG1MM AMO TRANSFER
SECTION s.i. - pAprb ►matron as to Development.
The Developer represents and agrees that its undertakings in respect
to this Agreement are for the purposes of creating a retail commercial
complex on th. Project Property and not for spa-oulation in land
holdings. Further the Developer recognizes that the HRA is entering
this Agreement in reliance upon the covenants anti promises of
i Developer.
ECTMM a.2, - prohibition a"inst Transfer of IlAgrest Binding
Individually.
For the foregoing reasons, the Developer represents and agrees that,
prior to the issuance of the Certificate of Comphetion as certified by
the HRA, and without the prior written approval of the HRA, (a) there
shall be no transfer of any interest in Developer (which term shall be
deemed for the purpose of this and related provisions to include
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successors in interest of any part thereof or interest therein) , nor
shall any such transfer be made or suffered; (b) there shall not be
made or suffered by the Developer any significant change with respect
to the identity of the parties in control of the Developer or the
degree thereof, by any other method or means whatsoever. The
Developer hereby represents that only the party named as Developer in
this Agreement has or will have any interest in the Project Property
insofar as is known to Developer excepting therefrom interests created
by the First Mortgage necessary to finance said Project and transfers
as hereinafter specifically permitted.
SECTION fi S. - Status of DeveiqMp: Transfer of SuWantialiy All
As security for the obligations of the Developer under this Agreement,
the Developer represents and agrees that prior to the Termination of
this Agreement, the Developer will maintain its existence and will not
wind up or otherwise dispose of all or substantially all of its
assets; provided that the Developer may sell or otherwise transfer to
a partnership or corporation organized under the laws of one of the
United States, all or substantially all of its assets as an entirety
and thereafter wind up and be discharged from liability hereunder on
the condition that the transferee partnership or corporation assumes
in writing all of the obligations of the Developer under this
Agreement.
9ACTION a.a. - Prohibition Against Transfer Cr Pr+zmrty and Assignment
,Q,r- es
The Developer represents and agrees that as long .as any Bonds issued
in respect to the Project are outstanding:
(a) The Developer has not made or created and will not make or
create r suffer to be made or created any total or partial
sale, assignment, conveyance, or lease, (other than leases to
the individual units entered into in the ordinary course of
business) , or any trust or power, or tranisfer in any other
mode or form of or with respect to this Agreement or the
Project Property or any part thereof or any interest therein,
or any contract or agreement to do any of the same, without
the prior written approval of the HRA.
(b) The HRA shall be entitled to require, except as otherwise
provided in this Agreement, as conditions to any such transfer
approval that:
23
■
(1) Any proposed transferee shall have the qualifications and
financial responsibility, in the reasonable judgment of
the HRA, necessary and adequate to fulfill the oblig-
ations undertaken in this Agreement by the Developer.
Upon the approved sale of the property by Developer, the
Developer shall pay to the HRA ten (10%) of the net
proceeds of said sale received by the Developer at the
time of closing thereof.
(2) Any proposed transferee, by instrument in writing
satisfactory to the HRA and in form recordable among the
land records, shall, for itself and its successors and
assigns, and expressly for the benefit: of the HRA, have
expressly assumed all of the obligations of the Developer
under this Agreement and agreed to be subject to all the
conditions and restrictions to which the Developer is
subject provided, however, that the fact that any
transferee of, or any other successor in interest
whatsoever, to the Project Property, or any part thereof,
shall not, for whatever reason, have assumed such
obligations or so agreed, and shall not (unless and only
to the extent otherwise specifically provided in this
Agreement or agreed to in writing by the HRA) deprive the
HRA of any rights or remedies or controls with respect to
the Project Property or the construction and continued
existence of the Minimum Improvements; it being the
intent of the parties as expressed in ithis Agreement that
(to the fullest extent permitted at lata and in equity and
excepting only in the manner and to the extent
specifically provided otherwise in this Agreement) no
transfer of, or change with respect to, ownership in the
Project Property or any part thereof, or any interest
therein, however consummated or occurring, and whether
voluntary or involuntary, shall operate, legally or
practically, to deprive or limit the HRA of or with
respect to any rights or remedies or controls provided in
or resulting from this Agreement with respect to the
Minimum Improvements that the HRA wouldhave had, had
there been no such transfer or change. In absence of
specific written agreement by the HRA to the contrary, no
such transfer or approval by the HRA thereof shall be
deemed to relieve the Developer, or any other party bound
in ; ny way by this Agreement or otherwise with respect to
the obligations contained herein.
(3) There shall be submitted to the HRA for review and prior
written approval all instruments and other legal
documents involved in effecting the transfer of any
interest in this Agreement, the Project Property, or
Developer ownership governed by this Article VIII.
(c) Assignment or transfer of Developer's interest in the Project
Property by Deed in lieu of foreclosure to any Mortgage Holder
shall not be deemed a transfer for the purposes of Article
VIII of this Agreement and further, in the event of such
transfer said Mortgage Holder shall not become a party to this
24
■
Agreement unless otherwise agreed to, in writing, by said
Mortgage Holder and HRA. Notwithstanding the foregoing, or
any other provisions of this Agreement, if, subsequent to a
mortgage foreclosure sale, deed in lieu thereof or other
conveyance of the Project Property by the Developer, the
Developer or any related party obtains an ownership interest
in the Project Property, the provisions of this Agreement
shall once again become binding as to the Developer or related
party.
ARTICLE IX.
EVENTS OF DEFAULT
SECTION 9.1. - Events of Default Defined.
The following shall be "Events of Default" under this Agreement and
the term "Event of Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events occurring after the
purchase of the Project Property by the Developer, and prior to final
payment in respect to Bonds issued to pay the public costs of the
Project.
(a) Failure by the Developer, its successors and assigns, to
timely pay any amounts required to be paid (in respect to the
Project Property) by this Agreement. Especially but not
limited to real estate taxes and payments in addition thereto.
(b) Failure by the Developer, its successors and assigns, to cause
i the construction of the Minimum Improvements to be completed
pursuant to the terms, conditions and limitations of this
Agreement.
(c) Failure by the Developer, its successors ani assigns, to cause
the Minimum Improvements to be reconstructed, pursuant to the
terms hereof, in the event of damage or destruction except as
otherwise governed by the provisions of 5.1 (d) .
(d) Transfer of any interest in the Developer, As successors and
assigns, or of the Project Property in violation of the
provisions of this Agreement.
(e) Failure by the Developer, its successors anti assigns, to
observe or perform any other covenant, condition, obligation
or agreement on its part to be observed or performed under
this Agreement within sixty (60) days (or ase otherwise
specifically stated in this Agreement) after, written notice
from the HRA of such failure.
(f) Notification to HRA by the holder of any Mortgage on the
Project Property, or any improvements thereon, or any portion
thereof, of breach of the Mortgage terms or commencement of
foreclosure proceedings as a result of any default under the
applicable Mortgage documents.
(g) The Developer shall:
f
25
(1) file any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the
United Stages Bankruptcy Act of 1978, as amended, or
under any similar federal or state law; or
(2) make: an assignment for the benefit of its creditors; or
(3) admit in writing its inability to pay its debts generally
as they become due; or
(4) be adjudicated a bankrupt or insolvent; or if a petition
or answer proposing the adjudication of the Developer as
a bankrupt or its reorganization under any present or
future federal bankruptcy act or any similar federal or
state law shall be filed in any court and such petition
or answer shall not be discharged or denied within one
hundred eight (180) days after the filing thereof; or a
receiver, trustee or liquidator of the Developer or of
the Project, or part thereof, shall be appointed in any
proceeding brought against the Developer, and shall not
be discharged within one hundred eight), (180) days after
such appointment, or if the Developer shall con3ent to or
acquiesce in such appointment.
Whenever any Event of default referred to in Section 9.1 of this
Agreement occurs and its continuing, the HRA may takes any one or more
of the following actions after the giving of sixty (60) days written
notice by the HRA to the Developer of the Event of Default and said
default is not cured within said sixty (60) day curs period. As to
taxes and payments in addition thereto Developer shall have one
hundred t"MY (120) days to cure after notice thereof as above
stated:
(a) The HRA say suspend its performance under this Agreement until
it receives assurances from the Developer, deemed adequate by
the HRA, that the Developer will cure its default and continue
its performance under this Agreement.
(b) If prior to purchase of the Project Property by the Developer,
the HRA may cancel and rescind this Agreement.
(c) The HRA may take any action, and retains all rights pursuant
to law, including legal or administrative action, which may
appear necessary or desirable to collect any payments due
under this Agreement, or to enforce performance and observance
of any obligation, agreement, or covenant of the Developer
under this Agreement.
26
SECTION 9.3. - 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 now or hereafter
existing at law or in equity.
SECTL`ON 9.4. - No Additional Waiver Implied by_pne Waiver.
In the event any covenant or condition contained in this Agreement
should be breached by any party and thereafter •waived, 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.
SECTION 9.5. - No InAted Waiver.
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.
ARPICLE X.
ADDITIONAL PROVISIONS
fiECTION 10.1. - $Nstrictions on Use.
The Developer agrees for itself, its successors and assigns that the
Developer and such successors and assigns shall devote the Project
Property to, and in accordance with, the uses specified in this
Agreement.
SECTION 10.2. - Conflicts of Interest
No member of the governing body or other official of the HRA has, as
of the date hereof any financial interest, direct or indirect, in this
Agreement, the Project: Property or the Minimum Improvements, or any
contract, agreement or other transaction contemplated to occur or be
undertaken thereunder or with respect thereto, nor shall any such
member of the governing body or other official participate in any
decision relating to the Agreement which affects his or her personal
interests, acquired in the future, or the intereists of any
corporation, partnership or association in which he or she is directly
27
I
or indirectly interested as of the date such interest or potential
future interest shall exist. No member, official or employee of the
HRA shall be personally .liable to the Developer in the event of any
default or breach by the HRA on any obligations unler the terms of
this Agreement.
SECTION 10.3. - Provlsioas Not Heraed With Deed.
None of the provisions of this Agreement shall be merged by reason of
any deed transferring any interest in the Project Property nor shall
any such deed be deemed to affect or impair the provisions and
covenants of this Agreement.
SECTION 10.4. - Titles of Articles and Sections.
Any titles of the several parts, articles and sections of the
Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
SECTION IQ.5. - tMti2es_and Demands.
Except as otherwise expressly provided in this Agreoxcut, a notice,
demand or other communication under thin Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by
registered or certified mail, postage prepaid, return receipt
requested, or delivered personally, and
(a) in the case of the Developer, is addressed to or delivered
personally to the Developer at:
Ela Park Limited, Inc.
306 First National Bank Building
8100 Wayzata Boulevard
Wayzata Minnesota 55426
(b) in the case of the HRA, is addressed to or delivered
personally to the: HRA at:
Housing and Redevelopment Authority
of the City of Farmington
c/o City Hall
325 oak Street
Farmington, NN 55024
28
■
or at such other address with respect to any such party as that party
may, from time to time, designate in writing and forward to the other,
as provided in this Section.
SECTION 10.6. - Countepparts.
This Agreement may be executed in any number of counterparts, each of
which shall constitute one and the same instrument.
SECTION 10.7. - 1lodi<.fication.
If the Developer is requested by the holder of a Mortgage or by a
prospective holder of a prospective Mortgage to amend or supplement
this Agreement in any manner whatsoever, the HRA will, in good faith,
consider the request with a view to granting the same unless the HRA,
in its reasonably judgment, concludes that such modification is not in
the public interest, or will significantly and undesirably weaken the
financial security provided to the HRA by the terms and provisions of
this Agreement.
SECTION 10.8. - Law Gover<i,ra,
This Agreement will be governed and construed in accordance with the
laws of the State of Minnesota.
S=UR 10.9. - HRA A=xM s.
Any approval, execution of documents, or other actions of an
administrative nature to be taken by the HRA pursuant to this
Agreement, for the purpose of carrying out the terms of this Agreement
or for the purpose of determining sufficient performance by the
Developer under this Agreement, may be made, executed or taken, after
review by legal counsel, by the Executive Director of the HRA. The
Executive Dir ctor of the HRA may, but shall not be required to,
consult with other HRA staff or the HRA Board with respect to such
matters.
SECTION 10.10. - Tarnination.
Upon completion of all obligations incurred by Developer pursuant to
the terms of this Agreement all prohibitions and restrictions
concerning the Project Property or Project shall terminate.
29
SECTION 10.11. - Binding Effect On successors and Assigns
This Agreement and all of the terms, covenants and conditions
contained herein shall be of full force and effect and binding upon
the HRA and Developer and their respective heirs, representatives,
successors and assigns and all individuals or other entities who shall
have any interest in the Project Property during the term of this
Agreement excepting therefrom the Mortgage Holders whose rights and
obligations under the terms and conditions of this Agreement shall be
limited to its or their taking solely subject to the Assessment
Agreement.
Notwithstanding the foregoing, this Agreement and the rights,
benefits, duties and obligations imposed hereunder is expressly
subordinated to the lien of any First Mortgage and shall not survive
the foreclosure of any First Mortgage, or sale made thereunder, or
deed in lieu of foreclosure thereunder and notwithstanding any
provisions providing for this Agreement to be a covenant running with
the land, shall not be binding upon the Holder of a First Mortgage,
any purchaser at a mortgage foreclosure sale or grantee under a deed
in lieu of foreclosure thereof excepting that each such party shall
recognize the provisions of Section 5.1(d) and 8.4(c) hereof and the
provisions of the Assessment Agreement executed and delivered pursuant
to this Agreement and recorded with the county Recorder.
i
SECTION 10.12 - 82"rAb,iity and survival.
The unenforceability or invalidity of any provision or provisions of
this Agreement as to any persons or circumstances shall not render
that provision or those provisions unenforceable or invalid as to any
other persons or circumstances, and the unenforceability or invalidity
of one or mo23 of the provisions hereof shall not affect the
enforceability or validity of the other provisions herein.
SECTION 10.13 - No Personal Liability to First Mortaaae
No provision in this Agreement imposing or purporting to impose or to
impose personal liability for the performance or observance of any of
the covenants, agreements or provisions of this Agreement including
but not limited to the covenants in Article VI hereof, shall be
effective as against the Holder of a First Mortgage, its successors
30
and assigns, notwithstanding language in this Agreement that imposes
or purports to impose such liability. Both the Developer and the HRA
agree that all such personal liability is waived and is not of any
force and effect as against the Holder of the First Mortgage, its
successors and assigns.
SECTION 10,14 - Amefndmgt and- -amRestatet.
This Agreement amends and restates in its entirety the Prior Contract
for Private Sale which shall be of no further force and effect.
I
i
IN WITNESS W1VREOF, the HRA has caused this Agreement to be
duly executed in its name and on its behalf, and the Developer has
caused this Agreement to be duly executed in its name and on its
behalf, on the date first above written.
HOUSING AND RED L�OPNENT AUTHORITY
IN AND FOR THE TY OF O'ARNINGTON,
MINNESOTA
f
BY:
Its Chairperson - Christopher Galler
Its Executive Director-Gerald A. Henricks
(SEAL)
RIM PARK LIMITED, INC.
BY:
President dria-14 Moleski
BY:(�
Secretary - 70irm �'N Feaski
1 � -
31
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STATE OF MINNESOTA
ss.
COUNTY OF DAKOTA
The foregoing instrument was acknowledged before me this �L, day
of — .J�Z%X- 19 94 , by Christopher Caller and Gerald A.
Henricks, as the Chairperson and Executive Director, respectively, of
the Housing and Redevelopment Authority of the City of Farmington, a
municipal corporation and political subdivision organized and existing
under the Constitution and laws of the State,of Minnesota.
Na"ry Public
STATE OF MINNESOTA\ "�� EANESTJ '.`F-I-I.N ^'=I
ss.
COUNTY OF DAKOTA ?
The oregoing instrument was acknowledged before me this . –6
, day
of 19 94 , by Craig Holeski and Thomas N. Feaski,
the President and Secretary respectively, of Elm Park Limited, Inc. , a
Minnesota corporation on behalf of the corporation.
++QUry Mmw9EW
Notary Public
W�Oj
hra\lmprk\bond\devagr.2e
32
■
Exhibit A
Boundary Description
i
1. Beginning at the intersection of the center of Elm Street
and Fourth :street and extending southerly to the renter of
the alley between Spruce Street and Walnut Street then
westerly to the center of First Street then northerly to the
center of alley North of Elm Street then easterly to the
center of Second Street than southerly to the center of Elm
Street then easterly to the point of beginning.
2. The West 391 feet of the Hast 791 feet of the South 334 feet
of the NW1/4 of the NW1/4 of Section 36, Township 114, Range
20.
i
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EXHIBIT "B"
Beginning at the Southeast corner of Lot 6, Block 25, City of
Farmington thence west along the south line to the center of
Second Street, thence north along the center line of Second
Street to the point at which it intersects with the extension (to
the east) of the north line of Lot 12, Block 18; thence west
along the north line► of Lots 7 through Lot 12 of block 18 and
further extending, in a straight line, to the west line of First
Street; thence north along the west side of First Street and
extension thereof to the south shore of the Vermillion River;
thence following the: south shore of the Vermillion River as it
meanders east to thet western border of the Soo Line Railroad
right-of-way thence southwesterly along the west line of the Soo
Line right-of-way to the point of beginning which is the
Southeast corner of Lot 6, Block 25, City of Farmington.
i
i
I
EXHIBIT "C"
That part of the abandoned 100.00 foot right-of-way of
the Chicago, Milwaukee, St. :caul and Pacific Railroad
in the Northeast Quarter of the Northwest Quarter of
Section 31, township 114 North, Range 19 West of the
5th Principal Meridian lying between the east line of
the NW 1/4 of said Section 31 and the northerly
extension of the West line of First Street in the
original Town of Farmington, according to the recorded
plat thereof: The centerline of said abandoned 100.00
foot right-of-way is described as follows:
Commencing at the south quarter corner of said Section
31; thence on an assumed bearing of North 0 degrees 29
minutes 05 seconds West, along the north and south
quarter line of said Section 31, a distance of 4,057.47
feet to they point of beginning of the centerline to be
described; thence westerly along a non-tangential curve
concave to the north having a radius of 2,767.57 feet,
a distance of 480.13 feet to a point on the northerly
extension of the west line of said First Street distant
96.30 feet northerly from the northeast corner of Block
15 in said Town of Farmington and said centerline there
terminating. Said last described curve has a central
angle of 9 degrees 56 minutes 24 seconds and a chord
bearing of South 82 degrees 45 minutes 51 seconds West.
Together with all right, title and interest in that
part of the Northeast Quarter of the Northwest Quarter
of Section 31, Township 114 North, Range 19 West of the
5th Principal Meridian lying between the East line of
the NW 1/4 of said Section 31 and the northerly
extension of the West line of First Street in the
original Town of Farmington, according to the
recorded plat thereof; and lying southerly of the above
described abandoned 100.00 foot right-of-way.
AND
All of lots 4, 5 and 6, Block 25; Lots 1 through 6, the
East :20 feet of Lot 8, and Lots 9 through 12, Black 18,
all in the original Town (now City) of Farmington,
according to the plat thereof.
TOGETHER WITH
All vacated street and alleyway areas returned to any
of the above described property by way of City of
Farmington actions previously vacating streets and/or
alleyways adjacent thereto.
C:\WORD\D\HRA\LMPRK\BOND\EXHB-c
No deliuqueut tnx09 01,91 transfer etlteted;CertIflenle
of(teal Watt,Value ( )filed ( )not required
Certificate of Real Estate Witte No___-._• _
--- --- --:19 --
- Counly Auditor
by - - --- ---------- I
STATE,DEED TAX DUE IIERRON: $ -
Date:— -- --- • I'.I__
(reserved forreoor(Iing data)
FOIL VALUABLE CONSIDERATION, Housing and Redevelgpwnt_AUtllOrity.of_ttte_.City_of.._ . .
Farmington, Minnesota i
the State of Mitutesota - -- - -•__ _ ,n Municipal CQ p4ratiott._ under the!alt's of
,Grantor,hereby t'OIIVCy3 Alltl gtlitClAl17ffi f0
-._Blm�ark_Limitee._lnc. _
W7 cot
Potation --- ,l:raulae,
under the I:nt s of .-the State of Minnesota .. real property it,
-- ---•- t'ouuly,Rlinuesoln,deserihed As follows:
See legal description attached hereto and marked Exhibit "A"
The Seller certifies that the Seller does not lulow of any wells oil
the described real property.
Subject to easements, reservations, and restricitons, of record aril including the terms and
condittonT of the Contract for prtvate Sale executed between the parties hereto and dated
the
day of -----__— , 19
fm"It
together with all hereditaotents and RI►putfe ntiress l)elol g ng thereto back)
Housing and Redevelopment Authority of the
By
Its _Cha y- ---_
By '
STATE OF MINNESOTA Its Executime Di ct=- --_-
COUNTY OF !!A I SS'
The tote90169 was acknowledged before tne this
bY314DMr Ga1t.r day of
the c�taq�� ----______,end l;.erald A Nculckp_
AT-9- 111nt.[1uthOr t heC EFarmitlOtOhdM�nEne..bh�Ve
under the laws o State of Mi,ttltesota .e
NOTARIAL ATAMP OR SEAL(OR OTHER tITt.E OR RANK) I ` 'on behalf of the —_�grnorar in..
i
I sIONAtURS 0OF PEAlON TAKIPfO ACKNOWLED�pINgpT -'-
7�;sluemenb rot Iht net
less.,pttoetY deteelbed In thnttument thould
bt tent to!Include name t�tadOnntet): b b
T111sINSTItuMENTWAS DRAFT EDaYtNAME.1NItADDRESSI:� Ell" park Limited, 111c.
Ertuvt J• Darflinger
Attorney at Law
315 Fourth Street
Farmington, MN 55024
I (612) 463-7151
Atty. I.D. 21155
That part of the abandoned 100.00 foot right-of-way of
the Chicago, Milwaukee, St. Paul and Pacific Railroad
in the Northeast Quarter of the Northwest Quarter of
Section 31, township 114 North, Range 19 West of the
5th Principal Meridian lying between the east line of
the NW 1/4 of said Section 31 and the northerly
extension of the West line of First Street in the
original Town of Farmington, according to the recorded
plat thereof: The centerline of said abandoned 100.00
foot right-of-way is described as follows:
Commencing at the south quarter corner of said section
31; thence on an assumed bearing of North 0 degrees 29
minutes 05 seconds West, along the north and south
quarter line of said Section 31, a distance of 4,057.47
feet to the point of beginning of the centerline to be
described; thence westerly along a non-tangential curve
concave to the north having a radius of 2,767.57 feet,
a distance of 480.13 feet to a point on the northerly
extension of the west line of said First Street distant
96.30 feet northerly from the northeast corner of Block
15 in said Town of Farmington and said centerline there
terminating. Said last described curve has a central
angle of 9 degrees 56 minutes 24 seconds and a chord
bearing of South 82 degrees 45 minutes 51 seconds West.
Together with all right, title and interest in that
part of the Northeast Quarter of the Northwest Quarter
of section 31, Township 114 North, Range 19 West of the
5th Principal Meridian lying between the East line of
the NW 1/4 of said Section 31 and the northerly
extension of the West line of First Street in the
original Town of Farmington, according to the
recorded plat thereof; and lying southerly of the above
described abandoned 100.00 foot right-of-way.
AND
All of lots 4, 5 and 6, Block 25; Lots 1 through 6 and
Lot 10, Block 18, all in the original Town (now City)
of Farmington, according to the plat thereof.
TOGETHER WITH
All vacated street and alleyway areas returned to any
of the above described property by way of city of
Farmington actions previously vacating streets and/or
alleyways adjacent thereto.
C:\WORD\D\HRA\U4PRK\BOND\EXHB-12-.93
■
EXHIBIT E
CERTIFICATE OF COMPLETION
WHEREAS, the Housing and Redevelopment Authority of the City
of Farmington, Minnesota (hereinafter HRA), a Minnesota municipal
corporation, did on the day of ,
1993, enter into a Contract For Private Sale, with Elm Park
Limited, Inc., a Minnesota corporation (hereinafter Developer) ,
for redevelopment of certain lands in the City of Farmington with
said lands being legally described as follows, to-wit:
See Exhibit "A" attached hereto and incorporated by
reference.
WHEREAS, pursuant to said contract For Private Sale
;;aveloper, covenanted and agreed to construct certain
improvements on said real property; said improvements being
stated and addressed in said Contract For Private Sale; and
WHEREAS, upon completion of said improvements as required by
said Contract For Private Sale the HRA agreed to issue a
Certificate of Completion certifying that Developer has completed
construction of said improvements in accordance with the agreed
upon plans and improvements to the subject real property, thereby
terminating Developer*s obligation in respect to those portions
of the Contract For Private Sale pertaining to construction and
development of said real property; and
1
■
WHEREAS, said construction and development by Developer has
been completed pursuant to the plans, specifications, terms and
conditions as stated in the Contract For Private Sale.
NOW THEREFORE, the HRA hereby states, acknowledges, confirms
and certifies as follows:
1. That Developer has constructed upon the above described real
property the impi:ovements as agreed to in the contract For
Private Sale between the parties dated the __day of
1993.
2. That the completion of said construction and improvements is
hereby certified to by the HRA.
3. That those parts and portions of the contract For Private
Sale between the parties hereto pertaining to said
construction of said improvements aze hereby stated,
acknowledged, and confirmed to be satisfied and completed.
4. That the issuance of this Certificate of Completion by the
HRA does not effect, modify, or terminate the additional and
continuing duties, covenants, and obligations of Developer
it,s successors and assigns, as stated in the Contract for
Private Sale executed between the HRA and Elm Park Limited,
Inc., on the day of
1993.
HOUSING AND REDEVELOPMENT AUTHORITY
OF THE CITY OF FARMINGTON, MINNESOTA
BY
Chairperson - Christopher Galler
BY
Executive Director-Gerald A. Henricks
2
STATE OF MINNESOTA )
ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this
day of , 19 , by Christopher Galler and
Gerald Henricks, the Chairperson and Executive Director
respectively of the Housing and Redevelopment Authority of the
City of Farmington, Minnesota, a municipal corporation under the
laws of Minnesota, on behalf of the municipal corporation.
(Signature of Person Taking Acknowledgement)
Notary Seal or stamp:
This Instrument was drafted by:
Ernest J. Darflinger
Attorney at Law
315 Fourth Street
Farmington, MN 55024
(612) 463--7151 -- Atty. I.D. #21155
3
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r
ASSESSMENT AqBZJXW
THIS AGREEMENT, made and entered into this day of
-� -� 1994, by and between Elm Park Limited,
Inc., a Minnesota corporation, hereinafter owner, and THE HOUSING AND
REDEVELOPMENT AUTHORITY OF THE CITY OF FARMINGTON, MINNESOTA, a
Minnesota public body corporate and politic, hereinafter HRA;
WHEREAS, the HRA has transferred and conveyed to owner all of HRA's
right, title and interest in and to the fallowing described property,
to-wit:
See Exhibit "A" attached hereto and incorporated by
reference.
said property being within the HRA Downtown Development Districts
located within the City of Farmington, Minnesota; and
WHEREAS, said parcel has been deeded to owner for the purpose of
erecting a :retail commercial complex thereon; and
WHRREAS, the HRA has financed, by agreement with owner or issued
bonds, in the approximate amount of $1,000,000.00, the proceeds of
which are being used to aid owner in the development of said project
property; and
WHEREAS, as part of the consideration for the transfer of the above
described property to owner, the owner has agreed to enter into an
Assessment Agreement for the purpose of assuring real estate tax
proceeds adequate for the repayment of said bonds and financing in
respect to said project; said real estate tax proceeds being tax
increment funds payable to the HRA.
NOW THEREFORE, IT IS MUTUALLY agreed as follows:
1. That owner hereby agrees that the minimum market value to be
placed on the above described parcels, as on single unit, shall be not
less than One Million Seven Hundred Fifty Thousand ($1,750,000.00)
E) :' l1IT "� n
s
Dollars for land and buildings to be erected thereon. That said
minimum market value is in respect to said parcel; and that, as a
breakdown of the values of the separate parts of said development, the j
i
land shall not be valued at less than Two Hundred Thousand
($200,000.00) Dollars and the building at not less than One Million
Five Hundred Fifty Thousand ($1,550,000.00) Dollars
2. That said minimum market value shall remain in full force and
effact until all of the bonds and other financing in respect to said
project by the HRA, has been fully paid out of said tax increment
proceeds; said tax increment to run for the period of approximately
Eighteen (18) years from the date of the first tax payment on the
property as fully improved for the purpose of repayment of all
principal and interest due and owing in respect to said public
financing.
3. That said minimum market value shall be the value used for the
determination of real estate taxes due and payable in the year 1945
and all years thereafter during the term of said tax increment
financing plan; that said agreement shall be binding and of full force
and effect on owner, its agents, successors and assigns, for the term
said tax increment financing, issued in respect to the project
property, is outstanding and any portion thereof is unpaid; and that
owner, its agants, successors and assigns hereby waive any and all
right to contest, challenge or in any manner through negotiation,
court action, or otherwise, decrease the assessed valuation of the
project property below the above stated amount of one Million Seven
Hundred and Fifty Thousand ($1,750,000.00) Dollars until such time as
the tax increment financing, issued in respect to said project, is
fully paid.
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IT IS FURTHER UNDERSTOOD AND AGREED that this Assessment Agreement
is entered into pursuant to M.S.A. 469.177 subdivision 8 and that said
Assessment Agreement shall be interpreted in accordance therewith.
HOUSING AND REDEVELOPMENT AUTHORITY ELM PARR LIMITED, INC.
OF THE CITY OF FARMINGTON, MINNESOTA
BY
Chairperson President
and BY_ BY:
Executive Director Secretary►
STATE OF MINNESOTA
as.
COUNTY OF DAKOTA
The foregoing was acknowledged before me this ,_ day of
1994, by Christopher Galler and Gerald A. Henricks,
the Chairperson and Executive Director respectively, of the Housing and
.Redevelopment Authority of the City of Farmington, Minnesota, a Minnesota j
public body corporate and politic, under the laws of the State of Minnesota j
and on behalf of the Housing and Redevelopment Authority of the City of
Farmington, Minnesota, a Minnesota public body corporate and politic.
Notary Public
STATE OF MINNESOTA
ss.
COUNTY OF DAKOTA
The foregoing was acknowledged before me this day of
1994, by and
the President and Secretary respectively, of Elm Park Limited, Inc., a
Minnesota corporation under the laws of the State of Minnesota and on
behalf of the corporation.
Notary Public
Notarial Stamp
3
ASSESSOR'S CERTIFICATION
The undersigned assessor, being legally responsible for the assessment
of the above described property, upon completion of the improvements
to be constructed thz:;eon, hereby certifies that the market value
assigned to the land and improvements upon completion shall not be
less than Dollars.
Dakota County Assessor
I
I
i
This Instrument was drafted by:
Ernest J. Darfli.nger
Attorney at Law
315 Fourth Street
Farmington, MN 55024
(612) 463-7151
Atty. I.D. 21155
I
I
lmprk\band\asesment.2
4
EXHIBIT
That part of the abandoned 100.00 foot right-of-way of
the Chicago, Milwaukee, St. Paul and Pacific Railroad
in the Northeast Quarter of the Northwest Quarter of
Section 31, township 114 North, Range 19 West of the
5th Principal Meridian lying between the east line of
the NW 1/4 of said Section 31 and the northerly
extension of the West line of First Street in the
original Town of Farmington, according to the recorded
plat thereof: The centerline of said abandoned 100.00
foot right-of-way is described as follows:
Commencing at the south quarter corner of said Section
31; thence on an assumed bearing of North 0 degrees 29
minutes 05 seconds West, along the north and south
quarter line of said Section 31, a distance of 4,057.47
feet to the point of beginning of the centerline to be
described; thence westerly along a non-tangential curve
concave to the north having a radius of 2,767.57 feet,
a distance of 480.13 feet to a point on the northerly
extension of the west line of said First street distant
96.30 feet northerly from the northeast corner of Block
15 in said Town of Farmington and said centerline there
terminating. Said last described curve has a central
angle of 9 degrees 56 minutes 24 seconds and a chord
bearing of South 82 degrees 45 minutes 51 seconds West.
Together with all right, title and interest in that
part of the Northeast Quarter of the Northwest Quarter
of Section 31, Township 114 North, Range 19 West of the
5th Principal Meridian lying between the East line of
the NW 1/4 of said Section 31 and the northerly
extension of the West line of First Street in the
original Town of Farmington, according to the
recorded plat thereof; and lying southerly of the above
described abandoned 100.00 foot right-of-way.
AND
All of lots 4, 5 and 6, Block 25; Lots 1 through 6, the
East 20 feet of Lot 8, and Lots 9 through 12, Block 18,
all in the original Town (now City) of Farmington,
according to the plat thereof.
TOGETHER WITH
All vacated street and alleyway areas returned to any
of the above described property by way of City of
Farmington actions previously vacating streets and/or
alleyways adjacent thereto.
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121:r.rl`1
RESOLUTION NO.R 125-93
VACATING CERTAIN STREET AND UTILITY EASEMENTS
WITHIN THE PRELIMINARY PLAT OF FARMINGTON CITY CENTER
Pursuant to due call and notice thereof,a regular meeting of the City Council and the City of
Farmington,Minnesota,was held in the Civic Center of said City on the 12th day of October. 1993 at
7:00 p.m..
The following members were preseni: Kuchera.Galler,Orr,Ristow,Rotty.
The following members were absent: none
Member Galler introduced and Member.Ristow seconded the following resolution:
WHEREAS,the HRA has requested that the City vacate the alley between First Street and the Soo
Line Railroad right of way situated 170 feet north of Elm Street;Second Street bem-een Main Street
and the alley north of Elm Street;and Main Stmt between First Street and the center line of Second
Street,all within the preliminary plat of the Farmington City Center,within the City of Farmington.
MinnesoMand
WHEREAS,it is in the best interest of the City that such easements be vacated contingent upon the
Developer signing a development agreement with the City for development of Farmington City
Center;and
WHEREAS,a public hearing was held cin the 12th day of October,1993,after proper public notice,
to consider vacation of the aforementioned alleys and streets located within the preliminary plat of'
Farmington City Center in the City of Farmington,Minnesota.
NOW THEREFORE,BE IT RESOLVED by the Mayor and City Council that the areas described
as that part of Main Street between the Northerly extension of the east line of First Street.Town of
Farmington,according to the record plat iherect and the North South Quarter line of Section 31.
Township 114,Range 19,Dakota County,Minnesota:all of the alley in Block 18,and that part of the
alley in Block 25 lying west of the West line of the Soo Line Railroad(Railroad and Depot grounds);
all of Second Street lying oath of a line dkawn from the northeast comer of Lot 12,Block 18 to the
northwest comer of Lot 6,Block 25 said'town of Farmington according to the record plat thereof,
Dakota County,Minnesota,all within the boundary of the plat of the Farmington City Center are
hereby vacated in their entirety,contingent upon the Developer and the City entering into the afore-
mentioned Developtnent Agreement.
This resolution adopted by recorded vote of the Farmington City Council in open ssion on the 12th
day of October,1993. v
Attested to the edgy Ofd-"-x 1993. yon
a
SEAL
Clerl or