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032299 EDA ...... Official File Copy CITY OF NEW HOPE EDA MEETING City Hall, 4401 Xylon Avenue North March 22, 1999 President W. Peter Enck Commissioner Sharon Cassen Commissioner Don Collier Commissioner Pat LaVine Norby Commissioner Mark Thompson 1. Call to Order 2. Roll Call 3. Approval of Regular Meeting Minutes of February 22, 1999 4. Public Hearing (Continued) - Motion To Accept Letter From Senior Outreach Services, Inc. Withdrawing Request To Authorize Conveyance of property and Closing Public Hearing (improvement Project No. 493) 5. Adjournment CITY OF NEW HOPE 4401 XYLON AVENUE NORTH NEW HOPE, MINNESOTA 55428 Approved EDA Minutes February 22, 1999 Regular Meeting City Hall CALL TO ORDER President Enck called the meeting of the Economic Development Authority to order at 8:29 p.m. ROLL CALL Present: Enck, Cassen, Collier, Thompson Absent: Norby Staff Present: Sondrall, Hanson, Donahue, Leone, McDonald, French, Johnson APPROVE MINUTES Motion was made by Commissioner Collier, seconded by Commissioner Enck, to approve the Regular and Closed Meeting Minutes of February 8, 1999. Voting in favor: Enck, Collier, Thompson; Abstained: Cassen; Absent: Norby. Motion carried. PUBLIC HEARING President Enck introduced for discussion I/em 4, Public Hearing (Continued) - Item 4 Resolution Authorizing the Conveyance of Certain Real Property to Senior Outreach Services, Inc. (Improvement Project No. 493). Mr. Dan Donahue, City Manager, stated this public hearing began January 25 and was continued until tonight. He stated Minnesota Masonic Homes has expressed its intentions to explore affiliation with Care Break to become a division of Minnesota Masonic Homes. Until all the details are worked out between North Ridge, Minnesota Masonic Homes, Senior Outreach Services and Care Break, staff recommends that the public hearing be continued. All involved parties agree and request that the EDA again continue the public hearing. MOTION Motion was made by Commissioner Cassen, seconded by Commissioner Collier, Item 4 to continue the'Public Hearing until March 22, 1999. All present voted in favor. Motion carried. IMP. PROJECT 603 President Enck introduced for discussion Item 5, Resolution Authorizing the Item 5 Purchase of Tax Forfeited Land at 7819 Angeline Drive (Improvement Project No. 6O3). Mr. Dona_hue stated the property at 7819 Angeline Drive has been forfeited to the County for nonpayment of real estate taxes. The County has determined the EDA may purchase the property for $5,000 plus $223.70 of miscellaneous expenses. He noted the site will be utilized for a scattered site housing project. President Enck suggested the site be utilized for a Habitat for Humanity project, and Commissioner Cassen suggested construction of a single-family home. EDA Commissioner Cassen introduced the following resolution and moved its adoption: RESOLUTION 99-04 "RESOLUTION AUTHORIZING PURCHASE OF TAX FORFEITED LAND Item 5 AT 7819 ANGELINE DRIVE (IMPROVEMENT PROJECT NO. 603)". The motion for the adoption of the foregoing resolution was seconded by Commissioner New Hope EDA February 22, 1999 Page 1 Thompson, and upon vote being taken thereon, the following voted in favor thereof: Enck, Cassen, Collier, Thompson; and the following voted against the same: None; Abstained: None; Absent: Norby; whereupon the resolution was declared duly passed and adopted, signed by the president which was attested to by the executive director. IMP. PROJECT 645 President Enck introduced for discussion Item 6, Discussion Regarding Potential Item 6 Acquisition/Redevelopment of Regent Apartments at 7136 6ffh Avenue, 6017 Louisiana Avenue and 7124 Lombardy Lane (Improvement Project No. 645). Mr. Kirk McDonald, Director of Community Development, updated the EDA on the discussions with Regent Properties Partners regarding the apartments. He stated the EDA directed staff to explore purchase of the buildings. The preliminary estimate for acquisition of the apartments, relocation of the tenants, plus acquisition of the two adjacent single family homes is $1,432,500. Next, Mr. McDonald presented the f'mancial analysis prepared by Krass Monroe on four options based on the concept redevelopment plans, including townhomes, apartments, and a mixed use of twinhomes and senior apartments. Each scenario reflect there would be a deficit; the higher the density, the less the deficit. He noted, however, that some of the deficits could be substantially reduced if some of the basic assumptions were altered. Commissioner Collier expressed support for rehab or exploration of other options to determine the most economically feasible option for the owners and City. Commissioner Cassen stressed the need for re-design of Louisiana Avenue and providing attention to the entire area. She pointed out that the recent Life Cycle Study showed New Hope lacks townhome-type housing. She indicated she would prefer a total redevelopment or utilizing the area for something other than apartments. She suggested eventually adding the area east of Louisiana into a project. Mr. Mark Waserman, one of the apartment owners, was recognized. He acknowledged that he was with the appraiser during the appraisal process. Commissioner Thompson inquired of the owners' plans if the City chose not to participate in the project. Mr. Waserman replied that they would not pursue anything greater than normal maintenance. He noted the property is in a good location but the present configuration is a hindrance. President Enck inquired regarding the owners' experience in property management. Mr. Waserman stated Regent Properties Partners employs the services of a professional property management f'n'm. President Enck stated the since the property east of Lombardy Lane is in the City of Crystal, he recommended that staff contact Crystal regarding the area. He noted the City of NeTM Hope has limited financial assistance. New Hope EDA February 22, 1999 Page 2 ADJOURNMENT Motion was made by Commissioner Thompson, seconded by Commissioner Collier, to adjourn the meeting. All present voted in favor. Motion carried. The New Hope EDA adjourned at 8:57 p.m. Respectfully submitted, Valerie Leone City Clerk New Hope EDA February 22, 1999 Page 3 _ UEST Originating Department Approved for Agenda Agenda Section EDA Community Development 3-2~'~ Item No. ByKirk McDonald ~~//// 4 PUBLIC HEARING (Continued) - MOTION/~TO ACCEPT LETTER FROM SENIOR OUTREACH SERVICES WITHDRAWING REQUEST TO AUTHORIZE CONVEYANCE OF PROPERTY AND CLOSING PUBLIC HEARING (IMPROVEMENT PROJECT NO. 493) REQUESTED ACTION Staff recommends that the EDA approve a motion accepting the enclosed letter from Senior Outreach Services withdrawing the request to authorize the conveyance of property and closing the public hearing. A new request will be submitted and a new public hearing will be scheduled when a development proposal and financing package has been finalized. POLICY/PAST PRACTICE In 1993, the City acquired the property located at 5501 Boone Avenue North and a portion of the property at 5425 Boone Avenue for purposes of cooperating with Senior Outreach Services, Inc. for the construction of an adult daycare facility on the site. In August 1998, the EDA approved a resolution declaring preliminary intent to convey the property to Senior Outreach Services, Inc. for an adult daycare facility. In November, the EDA directed staff to prepare a redevelopment contract for the project. In December, the EDA set a public hearing date of January 25 to consider the conveyance. BACKGROUND The City Attorney prepared the enclosed correspondence, resolution and other documents for consideration at the hearing which was opened on January 25. At that time, Senior Outreach Services indicated that they had completed a more extensive soil analysis of the property and had discovered that soil corrections would be a more significant expense than they had anticipated. They wanted to present that information to their Board and determine if they wanted to proceed with the project. They requested that the public hearing be continued to February 22 and that no action be taken by the EDA until they determine if they will be proceeding with the development. The EDA continued the public hearing to this date pursuant to their request. (cont'd.) RFA-O01 ~ Request for Action Page 2 3-22-99 In February, the City Council was focused on the sale of North Ridge Care Center to Minnesota Masonic Homes, Inc. and related financial issues. At the February 8 Public Hearing on that issue, Minnesota Masonic Homes expressed their intentions with respect to the CareBreak Adult Day Care facility. They indicated that they would explore affiliation with CareBreak to become a division of Minnesota Masonic Home, that they would support CareBreak's development of a facility more suitable in meeting the needs of its clients and programs than the current leased space at North Ridge and that they would be interested in utilizing the 5501 Boone Avenue property for a new CareBreak facility. At the February 22 EDA meeting, all parties involved requested that the EDA continue the public hearing until March 22 so that the details of any agreement could be worked out between North Ridge, Minnesota Masonic Home, Senior Outreach Services and CareBreak. The hearing was continued until this date. City staff recently met with representatives of Minnesota Masonic Home and Senior Outreach Services and it was the consensus of all parties that due to the changing circumstances over the past several months, with Minnesota Masonic Home's purchase of North Ridge, that it would probably be best for Senior Outreach Services to withdraw its current request and close this public hearing. It is the intent that Senior Outreach Services, in conjunction with Minnesota Masonic Home, will submit a new request for consideration in the next several months when a development proposal and financing package has been finalized for consideration. A new public hearing can be scheduled at that time. ATTACHMENTS Senior Outreach Services' Correspondence · Public Hearing Notice · City Attorney Correspondence · Resolution · Redevelopment Agreement FEOH : Eaton FRX NO. : 61254~026~ Nar. 18 199cJ 81:lTPH P2 A Non'Profit Adult Day Program Patricia Cady Eaton 3332 Gettysburg North New Hope, MN 55427-1741 Ph: (612) 544-$309 Fax: (612) 543-0263 e-maih pceaton@visi.com March 18, 1999 Dan Donahue, City Manager City of New Hope 4401 Xylon Avenue North New Hope MN 55428-4898 Re: Property at$$01 Boone Avenue North Dear Dan.' As discussed in our meeting this morning, Senior Outreach Services (SOS) wishes to withdraw our request for public hearing regarding conveyance of the above property to us, and we therefore ask for closure of the pending public hearing. As you know, the hearing had been rescheduled to occur next Monday, Mar~h 22, i999. We want to take the time to properly reframe our request to reflect the new circumstances - the recently completed acquisition of North Ridge Care Center by Minnesota Ma.sonic Homes (MMH) and the likelihood that SOS will affiliate with MMH. We thank you a~l your associates for all of your assistance. Sincerely, Patricia Cady Eaton Chair, Board of Direotors Senior Outreach Servioee Barbara J, Blumer Kirk McDonald SOS Boan:l Members A Program O[ Scnior Outreach Services 5430 Boone Avenue North New Hope, Minnesota 55428 612 * 531 * 7700 An equal opportunity employer NOTICE OF PUBLIC HEARING PER MINN. STAT. §469.105 AUTHORIZING SALE,CONVEYANCE OF PROPERTY AT 5501 Boone Avenue North ECONOMIC DEVELOPMENT AUTHORITY IN AND POR THE CITY OF NEW HOPE Notice is hereby given that the Economic Development Authority in and for the City of New Hope, Minnesota, will meet on the 25th day of January, 1999, at 7:00 o'clock p.m. at the City Hall, 4401 Xylon Avenue North, in said City for the purpose of holding a public hearing to consider sale%conveyance of the following described property to Senior Outreach Services, Inc.: (5501 Boone Avenue North) PID No. 06-118-21-34 0021 Lot 2, Block 1, Science Industry Center 3rd Addition The public may see the terms and conditions Of the sale at the City Hall and that at said public hearing, the Economic Development Authority will decide if the salekconveyance is advisable. Ail persons interested are invited to appear, at said hearing for the purpose of being heard with respect to the saie~conveyance of the described property. Accommodations such as sign language interpreter or large printed materials are available upon request at least 5 working days in advance. Please contact the City Clerk to make arrangements (telephone 531-5117, TDD number 531- 5109). - Dated the 28th day of December, 1998. s/ Valerie J. Leone Valerie J. Leone City Clerk (Published in the New Hope-Golden Valley Sun-Pos% on the 6th day of January, 1999.) JENSEN SWANSON & SONDRALL, P.A. Attorneys At Law 8~'~$ EOINBROOK CROSSING. STE. 201 BROOKLYN P~,RK. MINNESOTA 55443-19qO TELEPHONE (6 C ALDEX Ps~asosr January 20, 1999 DE.~N A. TRO~GARDT ~rk ~cDon~ld o~ COL XSEL Co~uni~ De~elo~menl LORENS q BRYNESTaD Ci~ of New Ho~ ~01 Xylon Avenue No~ New Hope, MN 55428 Re: ~o~sed Conveyance of 5~01 Boone Avenu~ No~ to Senior Ou~each Our Ffl~ No.: ~.11198 Dear ~rk: Please find enclo~d ~e follow~g Resolution and d~uments relating to ~e EDA's propo~d convey~ce of a ponion of ~e 'Doyle' pm~ at 5501 B~ne Avenue No~ to Senior ~tmach Se~ices, ~c. for development and cons~cfion of an adult day care hcili~: 1. Resolution au~or~g ~e convey~ce ofce~ real pro~ m Senior Outreach S¢~ices, Inc. 2. R~evelopment Agr~ment for Cons~ction of Adult Day Care Facili~ by and ~n ~e ~onomc Development Au~ori~ ~ ~d for ~e Ci~ of New Ho~ (EDA) ~d Senior ~each Se~ices, hc. (Develo~r) including a~chmenB; 3. Pro~sso~ Nora; 4. ~ Agr~ment (~d amchmenm); and 5. Mo~gage ~d As~igment of Renm and ~uri~ Agr~¢mem ~d Fixture Fin~cing ~is maaer is on ~e lanuau 25, 1999 EDA agenda for a public hearing. However, it is my undersmd~g Senior Outreach Se~ices, Inc. h~ requested ~is maaer ~ pos~oned. Ra~er ~ conducting ~e public hear~g on J~uau 25* ~d act~g on ~e agreements, it is my r~o~en~tion ~at we cont~ue ~e public he~ing until such time as Senior ~each ~ices, ~c. is ready m ~ke a co~i~ent m ~e EDA to cons~ct ~e adult day care facili~ ~ comideration for ~ EDA's gr~t of pro~ for ~is pu~o~. "R~ Pro~ Law Ccmried By T~ January20, 1999 Page 2 Basically, the enclosed documentation will affect the transfer of l, 93 acres of the property for the adult day care facility's use. The documentation will also require said use for a period of thirty (30) years, a PILOT payment to the City in lieu of real estate taxes ,if the facility is tax exempt and an agreement to either repay the City's acquisition cost for the property or convey the property back to the City in the event there is a violation of any terms and conditions outlined in the Redevelopment Agreement. Again however. I would not recommend that the EDA act on the Resolution or the Redevelopment Agreement and suggest that this matter be continued until such date that the developer is ready to act on this matter. Please contact me if you have any other questions or comments. Very truly yours, Steven A. Sondrall ,tENSE>/ SWANSON & $Ol~Dl~CC. P.A. Enclosures cc: Dan Donahue Valerie Leone EDA RESOLUTION NO. 99- RESOLUTION AUTHORIZING THE CONVEYANCE OF CERTAIN REAL PROPERTY TO SENIOR OUTREACH SERVICES, INC. BE IT RESOLVED by the Economic Development Authority in and for the City of New Hope as follows: WHEREAS, the Economic Development Authority in and for the City of New Hope (hereinafter EDA) is fee owner of certain real property lcnown as 5501 Boone Avenue North, located in the City of New Hope, County of Hermepin, State of Minnesota, legally described as (hereinafter Property): Lot 1, Block 2 Science Industry Center 3"~ Addition and WHEREAS, the EDA is considering the conveyance of the South 1/2 of said Property consisting of 1.93 acres to Senior Outreach Services, Inc., a Minnesota nonprofit corporation, on such terms and conditions as are set forth in the attached Redevelopment Agreement For Construction of An Adult Day Care Facility, and WHEREAS, notice of a public hearing t6 consider such sale has been published in the official City newspaper, and WHEREAS, the EDA has determined that said sale will conform to the requirements of Minn. Stat. Section 469.001 through 469.047, will conform to and be in furtherance of Redevelopment Plan 85-2, as amended, covering the Property, and be in the best interest of the City and its people. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of New Hope as follows: 1. That the above recitals are incorporated by reference. 2.That the attached Redevelopment Agreement to convey the Property to Senior Outreach Services, Inc., is approved, and the President and Executive Director are hereby directed and authorized to execute all necessary documents to effect the conveyance and the Executive Director is directed to take such other actions as are necessary to implement and complete said conveyance. Adopted by the Economic Development Authority in and for the City of New Hope this day of , 1999. W. Peter Enck, President Attest: Daniel J. Donahue, Executive Director -2- REDEVELOPME~N~I' AGREEMENT FOR CONSTRUCTION OF ADULT DAY CARE FACILITY BY AND BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE (EDA) AND SENIOR OUTREACH SERVICES, INC. (DEVELOPER) This Redevelopment Agreement is made as of January 25, 1999 between the Economic Devetopment Authority in and for the City of New Hope, a Minnesota municipal corporation (hereinafter "EDA") and Senior Outreach Services, Inc., a Minnesota nonprofit corporation (hereinafter "Developer"). WHEREAS, the EDA was created pursuant to state law now codified as Minnesota Statutes, Sections 469.001 through 469.047 (the "Act") and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of New Hope, Minnesota ("City"); and RECITALS: WHEREAS, in furtherance of the objectives of the Act, the EDA has undertaken a program for the redevelopment of blighted, vacant and unused areas of the City and in this connection is engaged in carrying out a redevelopment project as defined in Minnesota Statutes, Section 469.002, Subdivision 12 (the "Redevelopment Project"); and WHEREAS, as of the date of this Agreement there has been prepared and approved by the EDA and the City Council pursuant to the Act a redevelopment plan for the Redevelopment Project (the "Redevelopment Plan"); and WHEREAS, the EDA is the owner of that certain real property located in an area subject to the Redevelopment Plan (the "Project Area") and legally described as set forth on Exhibit A, on which the Developer has proposed to construct a square foot adult day care facility (hereinafter "the Project"); and WHEREAS, the EDA believes that redevelopment of the Project Area pursuant to this Agreement is in the best interests of the City and benefits the health, safety, morals and welfare of its residents, and complies with the applicable state and local laws and requirements under which the Redevelopment Plan has been undertaken and is being assisted. WHEREAS, to assist the Developer in the development of the Project, the EDA agrees to convey to the Developer for One and No/100 Dollars ($1,00) and other good and valuable consideratiofl a sufficient portion of the described real property to construct "the Project" pursuant to the terms and conditions as more fully set forth herein; and WHEREAS, the Developer acknowledges and agrees that the EDA's acquisition of "the Project Area" was by condemnation at the request of the Developer pursuant to Minnesota's eminent domain taw found in Minn. Stat. Chap. 117 and that the EDA's base acquisition cost for "the Project Area" was 5376,764.00 exclusive of interest costs, court and litigation costs and appraisal fees and that said condemnation of "the Project Area" was for the purpose of developing tb.e real property with an adult day care facility as proposed by the Developer; and WHEREAS, the funds used by the EDA for acquisition costs came from two sources. Specifically, $100,000.00 of the funds are Community Development Blocl< Grant funds (hereinafter "CDBG Funds") provided to the EDA per an agreement entered into by the EDA with the County of Hermepin, State of Minnesota (hereinafter "County") by and through its Office of Planning and Development (hereinafter "OPD") identified as the "Land Deposition Agreement", Exhibit B attached and an agreement entered into with the City identified asthe "Third Party Agreement Urban Hennepin County Community Development Block Grant Program", Exhibit C attached. The additional acquisition funds came from tax increment financing funds (hereinafter "TIF") available to the EDA for redevelopment projects like the instant project; and WHEREAS, the EDA and Developer desire to provide a written agreement with regard to the development, construction and operation of "the Project" in "the Project Area". NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, conditions and promises set forth in this Agreement, the parties agree as follows: ARTICLE 1 Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means Minnesota Statutes, Sections 469.001 through 469.047. "Adult Day Care facility" means the construction and operation of a facility providing. services to adult persons physically or mentally incapable of independently caring for themselves including, but not limited to, the following: meals, recreation, between the hours of a.m. to . p.m., Monday through Friday, pursuant to licensing regulations, if any, by appropriate governmental agencies and the terms of this Agreement including construction of ti're facility according to the construction plans and plans as defined herein. "Agreement" means this Agreement, as the same may be from time to time modified, amended or supplemented. -2- "Certificate of Completion" means a certificate in the form .attached as Exhibit E, to be provided to Redeveloper pursuant to this Agreement. "City" means the City of New Hope, Minnesota, a Minnesota municipal corporation. "Construction Plans" means detailed plans and specification for the adult day care facility in the form required to be submitted to the City prior to the issuance of a building permit. "Developer" means Senior Outreach Services, Inc., a Minnesota nonprofit corporation. "Event of Default" means as set forth in Section 8.1 hereof. "EDA" means the New Hope Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota. "Loan" means the loan to secure the conveyance of property made by the EDA to the Developer in accordance with Article 6 hereof. "PILOT Payment" means an annual payment made on or before January 30~" to the City in an amount equal to the City's proportionate share of real estate taxes which would have been due and payable if the property were taxable. The PILOT Payment share be calculated on the current market value of the property as determined by Hennepin County for the year in which the PILOT is payable upon which the commercial/industrial tax capacity rate will apply. "Plans" means the concept plans, specifications, drawings and related documents for the adult day care facility which shall include a site survey and plan of the Project Area; dimensioned site plan; grading and drainage plan; utility plans; landscaping plans; colored building; elevations showing the exterior building treatments; property fence detail and any other documents that must be submitted to and approved by the EDA and the City under their site and building ~.lan approval .process. "Project" means the adult day care facility, all as further described in. the Plans and Construction Plans. The Project will proceed in accordance with Article 3 hereof. "Project Area" means the land legally described on Exhibit A attached, to be conveyed by the EDA to the Developer in accordance with the terms of this Agreement. "Project Financing" means financing to he obtained by the Developer in order to pay the Costs of the Project. "Redevelopment Plan" means Redevelopment Plan of the EDA which relates to the Redevelopment Property. -3- "Section" means a Section of this Agreement, unless used in reference to Minnesota Statutes. "State" means the State of Minnesota. "Unavoidable Delay" means a failure or delay in a party's performance of its obligations under this Agreement, or during any cure period specified in this Agreement which does not entail the mere payment of money, not within the party's reasonable control, including but not limited to acts of God, governmental agencies, the other party, strikes, labor disputes (except disputes which could be resolved by using union labor); fire or other casualty, or lack of materials. ARTICLE 2 Representations and Warranties Section 2.1. By EDA. EDA makes the following representations to Redeveloper: (a) EDA is an economic development authority duly organized and existing under the laws of Minnesota. Under the provisions of the Act, EDA has the power to enter into this Agreement and carry out its obligations hereunder. (b) The EDA has taken all actions necessary to make this conveyance of "the Project Area" as described in Article 4 hereof. Section 2.2. By, Developer. Developer represents and warrants that: (a) Developer is a non profit corporation duly organized and validly existing and in good standing under the laws of the State of Minnesota, has power to enter into this Agreement, and by proper corporate action has duly authorized the execution, delivery and performance of this Agreement. (b) Developer will, subject to acquisition of "the Project Area"; receipt of all approvals required by the City; receipt of the proceeds of its Project Financing; and Unavoidable Delays; commence construction of and complete the Project by July 1, 2000 in accordance with the terms of this Agreement. (c) Developer has received no notice or communication from any local, state or federal official that the activities of Developer, the City or EDA with respect to "the Project Area" may be or will be in violation of any environmental law or regulation. Developer is aware of no facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure with respect to "the Project Area". (d) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated herein, nor the fulfillment of or compliance with the terms and -4- conditions of this Agreement is preVented by, limited by, conflicts with, or results in a breach of, any restriction, agreement or instrument to which Developer is now a pai'ty or by which it is bound. (e) The Developer would not undertake the Project but for the land con,;eyance of "the Project Area" being provided by the EDA hereunder. (f') No member of the governing body of the (City or EDA or any other officer of the City and EDA has any direct or indirect financial interest in the Developer, the Development Property or the Project. ARTICLE 3 The Project Section 3.1. Planning. (a) Developer shall submit to the EDA and the City plans and specification for the Project including without limitation the Plans and Construction Plans. The EDA shall have the right to approve the Plans and Construction Plans, as to the Construction Plans approval shall l~e given so long as the Construction Plans conform to the Plans, the terms of this Agreement and applicable codes and ordinances. No change in the Project which shall be inconsistent with the Plans shall be made after the Plans have been approved and prior to the issuance of the Certificate of Completion without the prior approval of the EDA. (b) No approval by the EDA shall relieve Developer of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations. No approval by the EDA shall constitute a waiver of an Event of Default. Any disapproval of the Construction Plans shall set forth the reasons therefor, and shall be made within 30 days after the date of their receipt by the EDA. If EDA rejects the Plans, in whole or in part, Developer shall submit new or corrected Plans within 30 days after written notification to Developer of the rejection. The provisions of' this Section relating to approval, rejection and resubmission of corrected Plans shall continue to apply until the Plans have been approved by EDA. Section 3.2 Construction of the Project and Certificate of Completion. (a) Subject to acquisition of the Project Area; receipt of all necessary permits and approvals, including any required rezoning, conditional use permits or variances and requirement for a site improvement agreement required by the City's site and building plan review process, and receipt of Project Financing, Developer shall promptly begin the Project and diligently prosecute the Project to completion. Developer shall make reports, in such detail and at such times as may reasonably be requested by the EDA, as to the actual progress of Developer with -5- respect to the Project. All work with respect to the portion of the Project consisting of construction shall be in conformity with/he Construction Plans approved by the EDA. (b) After completion of the Project in accordance with this Agreement, 15eveloper will provide the EDA with a certificate in form satisfactory to the EDA executed by the Redeveloper certif3'ing that the Project has been completed in accordance with the Plans and the Construction Plans. Upon receipt of such certificate and verification of those facts, the EDA will furnish Developer with an appropriate Certificate of Completion as conclusive evidence of satisfaction of the agreements and covenants of this Agreement with respect to the obligations of Developer to complete the Project. (c) If the EDA shall refuse or fail to provide the Certificate of Completion, the EDA shall, within 15 days after the Developer provides the certificate referenced in Section 3.2(b), provide Developer with a written statement specifying in what respects Developer has failed to complete the Project in accordance with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the EDA, for Developer to obtain the Certificate of Completion. (d) Not withstanding the issuance of the Certificate of Completion, Developer shall continue to allow representatives of the EDA to monitor and inspect the Project during normal business hours and after at least one business day notice, or earlier in the case of emergency. ARTICLE 4 Agreement to Convey Real proper~ Section 4.1 Conveyance by EDA. The EDA shall convey to Developer by Quit Claim Deed 1.93 acres, more or less of the southerly V2 of "the Project Area" to provide for Developer's construction and operation of its proposed adult day care facility. The EDA shall not be required to provide title evidence and may reserve such utility easements for the benefit of the City as it may deem necessary. Section 4.2 Conditions of Conveyance. The EDA's obligation to convey the Project Area shall be contingent upon the Developer entering into this Redevelopment Agreement, the Loan Agreement, the Mortgage and any other documents and agreements required by the EDA. Section 4.3 Reversionary_ Clause. The conveyance of the Project Area shall be subject to a Right of Reverter in favor of the EDA. The Right of Reverter may be exercised in the sole discretion of the EDA, upon any event of default as set forth in this Agreement. Exercising this right will cause title to the property to revert back to the EDA. -6- ARTICLE 5 Developer Obligations Section 5.1 Developer's additional obligations under this Agreement shall including the following conditions. Any violation of these conditions shall constitute an event of default as defined in this Agreement. (a) Construction of the Project per Article 3 of this Agreement and Developer obtaining all necessary governmental approvals including, if necessary, any and all zoning, conditional use permit, variance and site and building plan approvals needed from the City to construct the Project. (b) The Developer shall replat at no cost to the EDA, all of Lot 1, Block 2 Science Industry Center 3r`~ Addition to reflect the partial use of said Lot 1 as the Project Area for the Project. The plat shall be recorded in the appropriate offices of Hennepin County prior to closing. (c) The project shall be constructed in accordance with the approved site and building plan, or any approved amendments thereto, and the project shall be used and operated as an adult day care facility as solely determined by the EDA for a period of 30 years from the date the Developer receives its Certificate of completion from the City. (d) The Developer shall make a payment in lieu of real estate taxes (hereinafter the "PILOT Payment") to the City for the City's proportionate share of real estate taxes if for any reason the ProJect Area and/or Project becomes exempt from payment of real estate taxes. Any PILOT Payments required by this Agreement shall not be payable until the 2000 tax year in the event the real estate and adult day care facility is exempt from payment of real estate taxes. (e) The Developer agrees to enter into a loan agreement in the amount of $188,382.00 with the EDA which represents the EDA's acquisition cost for the proportionate share of the real property conveyed to the Developer evidenced by a Mortgage Note and a Loan Agreement and secured by a Mortgage encumbering the Property. Said loan shall be forgiven by EDA if all of the terms and conditions of this Agreement are satisfied by the Developer. ARTICLE 6 Defense of Claims Section 6.1 Defense of Claims. Developer shall indemnify and hold harmless the EDA and the City and their respective officers, employees and agents for any loss, damages and expenses (including attorneys' fees) in connection with any claims or proceedings arising from damages or injuries received or sustained by any person or property by reason of any actions or omissions of Developer or its contractors, agents, officers or employees or arising out of or relating to this Agreement or the transactions contemplated by this Agreement, other than claims or proceedings arising from any negligent or unlawful acts or omissions of the EDA, the City or their contractors, agents, officers or employees. Promptly after receipt by the EDA or City of notice of the commencement-of any action in respect of which indemnity may be sought against Developer under this Section 6.1, such person will notify the Developer in writing, of the commencement thereof, and, subject to the provisions hereinafter stated, the Developer shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the EDA or City, as the case may be, and [he payment or expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Developer. The EDA or the City shall have the right to employ separate counsel in any such action and to participate in to defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Developer unless the employment of such counsel has been specifically authorized by the Developer. The Developer shall not be liable to indemnify any person for. any settlement of any such action effected without its consent. The omission to notify the Developer as herein provided will not relieve it from any liability which it may have to any indemnified party pursuant hereto, otherwise than under this section. ARTICLE 7 The Loan Section 7.1 Collateral. The Developer shall also enter into a loan agreement, mortgage note, mortgage, and any other documents required by the EDA to guarantee repayment of the EDA's $188,382.00 acquisition cost for the Project Area from the Developer per the terms and conditions of said agreements. ARTICLE 8 Prohibition on Transfer or Assignment Section 8.1 Transfer or Assignment of Agreement. Prior to the issuance of the Certificate of Completion, this Agreement may not be transferred or assigned by the Developer. Section 8.2 This Agreement shall inure to the benefit of and constitute a binding obligation upon the EDA, the Developer, and their respective successors and assigns. Any assignee, successor,_ buyer, lessee, or transferee of the Developer shall be subject to all of the terms and conditions of this Agreement. Section 8.3 The Developer may sell, transfer, or assign its interest in the Project and this Agreement to any buyer which expressly assumes all of the Developer's obligations under this Agreement. No such sale, transfer, or assignment shall be effective until the EDA has received written notice from Developer and has given its written approval. Section 8.4 Notwithstanding anything in this Section 7 to the contrary, the Developer may transfer Ownership of any portion of the Project, provided that the Developer continues to maintain controlling ownership in the Project itself, expressly remains liable under the terms of this Agreement, and retains authority to act on behalf of any other owners with respect to this Agreement. ARTICLE 9 Events of Default Secti. on 9. l Events of Default. 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 (unless the context otherwise provides), any one or more of the following events which occurs and continues for more than 30 days after notice by the EDA to Developer of such default (and the term "default" shall mean any event which would with the passage of time or giving of notice, or both, be an "Event of Default" hereunder): (a) Failure of Developer to complete the Project as required hereunder. (b) Failure of Developer to observe and perform any other~ covenant, condition, obligation or agreement on its part to be observed or performed hereunder. (c) If Developer shall admit in writing, its inability, to pay its debts generally as they become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of the whole or any substantial part of the Redevelopment Property. Section 9.2 Remedies on Default,. Whenever any Event of Default referred to in Section 8.1 occurs, the EDA may take any one or more of the following actions: (a) Suspend its performance under thi~ Agreement until it receives assurances from Developer deemed adequate by the EDA, that Developer will cure its default and continue its performance under this Agreement. (b) Terminate all rights of Developer under this Agreement. (c) Withhold the Certificate of Completion. (d) Take whatever action at law or in equity may appear necessary or desirable to the EDA to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement and/or to foreclose the Mortgage received by the EDA. (e) Enforce all rights and remedies provided by the loan agreement and mortgage. In the event any action is commenced against the Developer by the EDA or the City upon the occurrence of an Event of Default, the EDA or the City shall be entitled to recover costs and expenses of such action including reasonable attorneys fees from the Developer. Section 9.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the EDA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by stat'ute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power car 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. In order to entitle [he SDA or Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required under this Agreement. Section 9.4 Waivers. All waivers by the EDA, shall be in writing. If any provision of this Agreement is breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE 10 Additional Provisions Section 10.1 Conflict 0fln. terests: EDA and City Representatives Not Individually Liable. No member, official, employee, or consultant or employees of the consultants of the EDA or the CitY shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, consultant or the consultant's employees or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association 'in which he or she is directly or indirectly interested. No member, official, consultant or the consultant's employees, or employee of the EDA or the City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by the EDA or the City or for any amount which may become due to Developer or successor or on any obligations under the terms of this Agreement. Section 10.2 Equ. al. Employment. Opportunitg. Developer, for itself and its successors and assigns, agrees that during the construction of the Project it will comply with any applicable affirmative action and nondiscrimination laws or regulations. Section 10.3 Restriction, on U,e, Developer agrees for itself, and its successors and assigns, that Developer, and such successors and assigns, shall not discriminate upon the basis of race, color, creed, sex or national origin in the use or occupancy of the development Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4 Titles of Articles and Sectionl~. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. -10- Section 10.5 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to tl~e other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally as follows: (a) in the case of Developer, addressed to or delivered personally to Developer ac: Attention: With copy th: (b) in the case of the EDA, addressed or delivered personally to the EDA at: Daniel J. Dona.hue, Executive Director New Hope EDA 4401 Xylon Avenue North New Hope, Minnesota 55428 With copy to: Steven A. Sondrall Jensen, Swanson & Sondrall, P.A. Edinburgh Executive Office Plaza 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, Minnesota 55443 or at such other address zenith respect to any such party as that party relay, from time to time, designate in writing and forward to the other parties as provided in this Section. Section 10.6 Counterparts. This Agreement is executed in any number of counterparts, each of which shall constitute one and the same instrument. Section I0.7 Survival of Covenants. All covenants, agreements, representations and warranties herein and in deeds or other documents delivered pursuant to this Redevelopment -Il- Agreement shall not merge into and shall survive the execution and delivery of deeds or other documents, and shall continue in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. SENIOR OUTREACH SERVICES, INC. By: Its: By: Its: STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this.. . day of , 1999, by and , the and of Senior Outreach Services, Inc., a Minnesota corporation, on behalf of said corporation. Notary Public THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE By Its President By Its Executive Director -12- STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) The foregoing instrument was acknoWledged before me this ~ day of 1999, by and , the ' and of the Economic Development Authority in and for the City of New Hope, a Minnesota municipal corporation, on behalf of said corporation. Notary Public