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
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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.
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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.
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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
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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
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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