Loading...
HomeMy WebLinkAbout2009 03-09 EDAPEDA MEETING City of Brooklyn Center March 9, 2009 AGENDA Call to Order -The EDA requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council packet, including EDA (Economic Development Authority), is available to the public. The packet ring binder is located at the front of the Council Chambers by the Secretary. 2. Roll Call 3. Approval of Agenda and Consent Agenda -The following items are considered to be routine by the Economic Development Authority (EDA) and will be enacted by one motion. There will be no separate discussion of these items unless a Commissioner so requests, in which event the item will be removed from the consent agenda and considered at the end of Commission Consideration Items. a. Approval of Minutes 1. February 23, 2009 - Regular Session • 4. Commission Consideration Items a. Resolution Authorizing the Acquisition of Property in Connection with the Redevelopment Planning for the Brookdale Mall Commercial Area -2545 County Road 10/Boulevard Bar and Grill Requested Commission Action: -Motion to adopt resolution. b. Resolution Approving Revisions to the Consultant Service Agreement with the Greater Metropolitan Housing Corporation to Administer the City's Housing Programs for Vacant and Foreclosed Homes Requested Commission Action: -Motion to adopt resolution. 5. Adjournment 0 Items No, 3a Agenda • 0 . MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION FEBRUARY 23, 2009 CITY HALL - COUNCIL CHAMBERS 1. CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to order by President Tim Willson at 8:30 p.m. 2. ROLL CALL President Tim Willson and Commissioners Kay Lasman, Tim Roche, Dan Ryan, and Mark Yelich. Also present were Executive Director Curt Boganey, Director of Fiscal & Support Services Dan Jordet, Public Works Director/City Engineer Steve Lillehaug, Community Development Director Gary Eitel, City Attorney Charlie LeFevere, and Carol Hamer, TimeSaver Off Site Secretarial, Inc. 3. APPROVAL OF AGENDA AND CONSENT AGENDA Commissioner Lasman moved and Commissioner Ryan seconded approval of the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES 1. February 9, 2009 - Regular Session Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION NO. 2009L04 OPTING NOT TO WAIVE LIMITED TORT LIABILITY FOR 2009 Mr. Boganey introduced the item, discussed the history, and stated the purpose of the proposed resolution. Commissioner Lasman moved and Commissioner Roche seconded adoption of RESOLUTION NO. 2009-04 Opting Not to Waive Limited Tort Liability for 2009. . Motion passed unanimously. 02/23/09 -1- DRAFT 5. ADJOURNMENT Commissioner Yelich moved and Commissioner Lasman seconded adjournment of the Economic Development Authority meeting at 8:32 p.m. Motion passed unanimously. • • 02/23/09 -2- DRAFT • 0 yE-DA Agenda Item, No. 4a • EDA COUNCIL ITEM MEMORANDUM DATE: March 4, 2009 TO: Curt Boganey, City Manager FROM: Gary Eitel, Director of Business and Development SUBJECT: Resolution Authorizing the Acquisition of Property in Connection with the Redevelopment Planning for Brookdale Mall Commercial Area (2545 County Road 10/13oulevard Bar and Grill). COUNCIL ACTION REQUESTED: Motion to adopt the Resolution Authorizing the Acquisition of Property in Connection with the Redevelopment Planning for Brookdale Mall Commercial Area (2545 County Road 10/Boulevard Bar and Grill). BACKGROUND: The February 23, 2009 City Council/EDA Work Session included a discussion on the potential acquisition and demolition of the vacant Boulevard Restaurant site to promote • redevelopment opportunities for the Brookdale Mall area. The consensus of the EDA members was that the City should pursue the purchase of this property with available Tax Increment Funds. Attached for your reference is a copy of the staff memo. PURCHASE AGREEMENT: The attached purchase agreement provides for the EDA acquisition of the site for $675,000 with a closing date scheduled for April 1, 2009. The agreement provides the City with pre-closing examination of title and environmental inspection contingency, the option to extend the closing date for up to 60 days; and the seller's option to remove all trade fixtures and other fixtures prior to the closing date. BUDGET ISSUES: The acquisition of this property is proposed to be funded from the 2008 TIF #3 Bond Issuance which has a present balance of $3,071,044 which is available for redevelopment activities and public improvements within TIF District #3. 0 • Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION AUTHORIZING THE ACQUISITION OF PROPERTY IN CONNECTION WITH THE REDEVELOPMENT PLANNING FOR THE BROOKDALE MALL COMMERCIAL AREA WHEREAS, the Brooklyn Center Economic Development Authority ("EDA"), a body corporate and politic organized and existing under the laws of the State of Minnesota, is authorized to engage in development and redevelopment activities pursuant to Minn. Stat. 469.090 to 469.018 and related statutes; and WHEREAS, the EDA would like to acquire the property located at 2545 County Road No. 10 (Boulevard Bar & Grill), legally described as Tract A, Registered Land Survey No. 1430, Hennepin County, MN (the "Property"); and WHEREAS, EDA has the authority to acquire the above property per the terms of the purchase agreement that the EDA approves; • NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota that the acquisition of the Property is hereby authorized. BE IT FURTHER RESOLVED that the President and Executive Director of the EDA are authorized to execute the approved purchase agreement for the Property and all documents and instruments necessary to implement the terms of the purchase agreement. Date President The motion for the adoption of the foregoing resolution was duly seconded by commissioner and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 0 0 PURCHASE AGREEMENT THIS AGREEMENT is entered into this day of , 2009 (the "Effective Date'), by and between the Economic Development Authority in and for the City of Brooklyn Center, a Minnesota municipal corporation, and/or assigns ("Buyer") and Jopaul Properties , LLC, a Minnesota limited liability company ("Seller'). I. PROPERTY. Seller is the owner of the real property located at 2545 Co.Rd. 10, Brooklyn- Center, Hennepin County, Minnesota (PID # 02-118-21-31-0049) (the "Property"), legally described as: Tract A, Registered Land Survey No. 1430, Hennepin County, Minnesota [verify legal description against certificate of title - should include appurtenant easements for access]. 2. OFFER/ACCEPTANCE. In consideration of and subject to the terms and provisions of this agreement, Buyer offers and agrees to purchase and Seller agrees to sell and hereby grants to Buyer the exclusive right to purchase the Property and all improvements thereon., together with all appurtenances. No personal property is included in the purchase of the Property. 3. PURCHASE PRICE. The purchase price for the Property shall be Six Hundred Seventy- Five Thousand Dollars ($675,000). The Purchase Price shall be paid by wire transfer at closing, . subject to adjustment as provided in this agreement. 4. CONTINGENCIES. Buyer's obligation to buy is contingent upon the following: A. Seller holds marketable title to the Property, consistent with the standards set forth in paragraph 5.a. of this Agreement; and B. Buyer's determination, based on its investigation under paragraph 5.b. of this Agreement, that there are no (i) material violations of Environmental Laws or (ii) substances or materials that would require remediation or abatement upon redevelopment in a material amount, as defined at paragraph 5.b.; and C. Buyer's review and acceptance of the documents delivered by Seller, as provided in paragraph 5.c. of this Agreement. As used herein, the "Contingency Date" shall refer to the 20th day following the Effective Date, as defined in paragraph 5.c. of this Agreement. The contingencies are solely for the benefit of Buyer and may be waived by Buyer. If the contingencies are duly satisfied in a timely manner or waived, then the Buyer and Seller shall proceed to close the transaction as contemplated herein. If, however, one or more contingencies is not satisfied, or is not satisfied on time, and is not waived as provided in this Agreement, this Agreement shall thereupon be void, Seller shall return the Earnest Money to Buyer, and Buyer and Seller shall execute and deliver to each other the termination of this purchase agreement. As a contingent purchase agreement, the termination of this agreement is not required pursuant to Minnesota Statutes, Section 559.21, et M. 3479290 CAH BR305-86 0 5. PRE-CLOSING INVESTIGATION AND EXAMINATION.. A. Examination of Title. Promptly after the Effective Date, Buyer shall cause Title, as defined in paragraph 6, to issue to Buyer a commitment for an owner's policy of title insurance, together with copies of all documents referenced in Schedule B of the commitment. Buyer shall be allowed until the Contingency Date to examine the title commitment and to make objections to the marketability of Seller's title to the Property in writing. If any such objection to the title commitment is made, Seller shall be allowed 60 days to -cure such objections. With respect to any mortgages or other liens encumbering the Property that secure the payment of money only, Buyer shall accept as a cure the satisfaction of such liens from the proceeds of the Purchase Price at closing. Pending the curing of such objections, the closing and payments required hereunder shall be postponed. If said title is not made marketable within 60 days from the date of written objection thereto as above provided, this Agreement shall be terminated, at the option of Buyer, and the earnest money shall be refunded to Buyer. Buyer may, however, elect to waive its objections and proceed to closing. B. Environmental inspection continsencv. Buyer shall have the right to make a - thorough examination of the Property after the full execution of this Agreement in order to determine: (1) that the Property is free from any material violations of Environmental Laws; and (2) that the Property does not contain any substances or materials which, under Environmental Laws, would require remediation or abatement if the Property were to be redeveloped with demolition of all existing improvements and erection of new building(s) and associated parking areas. Such inspection may include, but is not limited to, a Phase I environmental assessment of the Property. Buyer shall pay the cost of said environmental assessment. As used herein, Environmental Laws shall mean any local, state or federal law, rule, regulation, or ordinance pertaining to environmental regulation, contamination or clean-up, including "CERCLA", "RCRA", or state superlien or environmental clean-up statutes. If the Buyer's inspections reveal (i) any material violations of Environmental Laws or (ii) the presence of substances or materials that would require remediation or abatement upon redevelopment in a material amount, then Buyer may, at Buyer's sole discretion, terminate this agreement upon written notice to Seller, provided however, that to be effective, such notice must be given by Buyer on or before the Contingency Date. For purposes of this paragraph, the term "material" or "material amount" refers to a violation or condition, the correction, remediation or abatement of which is reasonably estimated by Buyer's environmental consultant to exceed $50,000. C. Document deliverv and review. Within 10 days after the Effective Date, Seller must provide Buyer with copies of (i) environmental reports relating to the Property that are within Seller's possession or control and (ii) copies of all property maintenance, management or other agreements relating to the Property; (iii) copies of all unrecorded leases, licenses or other agreement relating to 3479290 CAH BR305-86 2 • occupancy of the Property that remain in effect as of the date of this Agreement; and (iv) copies of any surveys for the Property in Seller's possession or control. Buyer may, by written notice to Seller, terminate this Agreement on or before the Contingency Date in the event Buyer finds all or any portion of the documents or information unsatisfactory to it. 6. CLOSING DATE.. Closing shall take place on or before April 1, 2009 (the "Closing-- - Date") at the offices of Buyer's. attorneys, 200 South Sixth Street, Suite 470, Minneapolis, Minnesota or, at Buyer's option, at the offices of Commercial Partners Title, LLC ("Title"), 200 South Sixth Street, Minneapolis, Minnesota. Buyer shall have the right to extend the Closing Date for up to 60 days in order to complete its environmental investigation; provided that Buyer shall pay to Seller the sum of $167 for each day that the closing is delayed beyond April 1, 2009. 7. DOCUMENTS TO BE DELIVERED AT CLOSING. A. Warranty Deed. Seller shall execute and deliver to Buyer at closing a warranty deed conveying marketable title to the Property subject only to the following ("Permitted Encumbrances"): 1. Reservation of mineral rights by the State of Minnesota, if any; 2. Building, zoning and subdivision laws and regulations; 3. The lien of real estate taxes and special assessments payable by Buyer hereunder; 4. Any matters of record not objected to or subsequently waived by Buyer as provided at paragraph 5.a. above. B. Other Seller Documents: In addition to the warranty deed provided for above, Seller shall execute and deliver to Buyer at closing the following: (1) A standard form affidavit of Seller in form sufficient to cause Title to delete standard exceptions, other than matters shown by survey, from the final policy of title insurance to be issued by Title to Buyer; (2) As to each and any service and maintenance contract, permit or license relating to the Property, at the option of Buyer as specified within the timeframe provided in paragraph 5.a. above: either the assignment of such contract, permit or license; or, evidence of termination of such contract, permit or license. (3) All keys to the Property; (4) Documents demonstrating to Buyer's satisfaction the termination of any existing management contracts as of the closing date; 3479290 CAH BR305-86 3 • (5) All other documents customarily required in connection with a Minnesota real estate transaction, including but not limited to FIRPTA certification and methamphetamine disclosure. 8. ALLOCATION OF COSTS AND EXPENSES. A. Deed tax. Seller shall pay the deed tax imposed upon the transfer of the Property to Buyer and the cost for recording any instruments, conveyances or other documents required to perfect or evidence the marketability of Seller's title to the Property. B. Special assessments. The Seller shall pay at or prior to closing all special assessments to the extent levied against the Property as of the date of this Agreement. Buyer shall assume all special assessments that are to be levied after the date of this Agreement. C. Real estate taxes. Seller shall pay all real estate taxes payable in the years prior to closing. Real estate taxes payable in the year of closing, including special - assessments certified for payment with real estate taxes, shall be prorated between - Buyer and Seller as of the date of closing. D. Closing costs. Buyer will bear recording costs in connection with the conveyance of title under this Agreement. Buyer shall be solely responsible for the costs of the premium for Buyer's owner's title insurance policy. The parties will each be responsible for the fees and charges of their respective attorneys, accountants, and other professional advisers. Buyer agrees to pay one half of any reasonable escrow fee charged by Title for closing the transaction, independent of any other services or products provided to Buyer. E. Proration. The Seller represents and warrants that the Property is vacant and that there is no rental or other income from the Property to be prorated. Seller agrees to coordinate with Buyer on the termination of utility accounts for the Property as of the date of closing. 9. SELLER'S WARRANTIES. Seller covenants and makes the following representations and warranties to Buyer, which shall be deemed restated as of Closing and shall survive Closing and passage of title for a period of two years. Seller warrants that, to the best of Seller's knowledge: a. Except as may be disclosed in any environmental report delivered by Seller to Buyer pursuant to paragraph 5, Seller has received no written notice of any toxic or hazardous substances or wastes, pollutants or contaminants [including asbestos and any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA")], having been generated, treated, stored, released or disposed of, or otherwise placed, deposited 3479290 CAH BR305-86 4 in or located on the Property in violation of any Environmental Law. Seller further warrants that, to the best of Seller's knowledge, except as may be disclosed in any environmental report delivered by Seller to Buyer pursuant to paragraph 5, Seller has received no written notice that (i) any toxic or hazardous substances or wastes, pollutants or contaminants are located on the Property in violation of any Environmental Law, (ii) the Property has not been used as a treatment, storage or disposal facility within the meaning of the Resource - Conservation and Recovery Act of 1976 ("RCRA"); (iii) no release of toxic or hazardous wastes or substances, pollutants or contaminants within the meaning of CERCLA from the Property has occurred in violation of any Environmental Law; and (iv) there has been no discharge into the environment of any emissions that would require a permit under the Federal Water Pollution Control Act or the Clean Air Act that has not been so obtained. Seller further warrants that, to the best of Seller's knowledge, except as may be disclosed in any environmental report delivered by Seller to Buyer pursuant to paragraph 5, Seller has received no written notice of any underground storage tanks located on the Property. b. Seller does not know of any unrecorded interests in or rights to possession of the Property, and any and all leases for the Property have expired or terminated by their terms. c. Except as otherwise disclosed in any documents delivered by Seller to Buyer in • accordance with paragraph 5, Seller has not approved any Tenant improvement to the Property for which such Tenant would be entitled to compensation upon termination of its respective lease. d. Seller has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants and obligations on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this agreement and this agreement constitutes the valid and binding obligation of the Seller enforceable according to its terms. e. There are no actions, suits or proceedings pending or, to the best knowledge of Seller, threatened against or affecting Seller which, if determined adversely to Seller, would adversely affect its ability to perform its obligations hereunder. f. Neither the execution, delivery, or performance of this Agreement or compliance therewith (a) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the articles of organization or by-laws of Seller, (2) any law or order of any court or governmental authority, or (3) any agreement or instrument to which Seller is a party or is bound; or (b) results in the creation or imposition of any lien, charge or encumbrance upon its Property. 3479290 CAH BR305-86 5 • g. The Seller certifies that, except as may be disclosed in any report delivered by Seller to Buyer pursuant to paragraph 5, the Seller does not know of any wells on the Property. 10. BUYER'S WARRANTIES. Buyer covenants and warrants to Seller as follows: a. Buyer is a duly formed and validly existing municipal corporation, in good standing under the laws of the State of Minnesota; b. Buyer has full right, power and authority and is duly authorized to enter into this agreement, to perform each of the covenants and obligations on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this agreement and this Agreement constitutes the valid and binding obligation of the Buyer enforceable according to its terms; C. There are no actions suits or proceedings pending or, to the knowledge of Buyer, threatened against or affecting Buyer which, if determined adversely to Buyer, would adversely affect its ability to perform its obligations hereunder. and 11. BUYER'S CONSENT TO NEW LEASES OR CONTRACTS. Seller shall not enter into any lease or contractual agreement involving the Property after the date of this Agreement. • without the written consent of Buyer, which Buyer may in its sole discretion withhold. 12. NOTICE. Any notice required or permitted under this Agreement shall be considered to have been given and received if personally delivered to the parties or deposited in the United States Mail, postage prepaid by certified or registered mail, return receipt requested, addressed to the parties at the following addresses: Buyer: City of Brooklyn Center 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 ATTN: City Manager With a copy to: Corrine Heine Kennedy & Graven, Chartered 200 South Sixth Street, Suite 470 Minneapolis, MN 55402 Seller: i With a copy to: 3479290 CAH BR305-86 Jopaul Properties, LLC 6 13. RELOCATION. Seller acknowledges that the Seller had listed the Property for sale with a broker prior to the Buyer giving any indication of its interest in purchasing the Property. . Seller agrees to waive any and all relocation benefits, assistance and services to which Seller might otherwise be eligible. Seller agrees to provide to Buyer at Closing an executed waiver of relocation benefits in substantially the form of the attached Exhibit A 14. DAMAGE. If, prior to closing; all or any part of the Property is damaged by fire casualty, the elements or any other cause, Seller shall immediately give Buyer notice of such fact and, at Buyer's option (to be exercised within 10 days after Seller's notice), this Agreement shall terminate and all payments hereunder shall be refunded to Buyer. 15. POSSESSION; CONDITION OF PROPERTY. Possession of the Property shall transfer to Buyer at the time of closing. Prior to closing, Seller must remove all personal property from the Property. Prior to closing Seller may remove, but is not required to remove, trade fixtures and other fixtures from the Property, at Seller's sole cost and expense. All trade fixtures and other fixtures remaining on the Property at the time of closing shall become the property of the Buyer. 16. TIME OF THE ESSENCE. Time is of the essence of this Agreement. 17. REMEDIES. Each party reserves all rights and remedies it may have under law or equity if the other party defaults in its obligations under this Agreement. Nothing herein shall deprive either the Seller or the Buyer of the right of enforcing this Agreement by action for specific performance provided such actions shall be commenced within six (6) months after such action shall arise and provided this agreement has not been terminated as aforesaid. 18. BROKERAGE COMMISSION. Seller represents that it has engaged Calhoung Companies as a broker, and Seller shall be responsible for the brokerage commission due to Calhoun Companies. Buyer represents and warrants to Seller that there is no broker involved in this transaction with whom Buyer has negotiated or to whom Buyer has agreed to pay a broker commission. Each party agrees to indemnify the other for any and all claims for brokerage commissions or finders' fees in connection with negotiations for purchase of the Property arising out of any alleged agreement or commitment or negotiation by the indemnifying party. 19. AS IS. Except as expressly provided in this agreement, the Property is being sold "as is" and Seller makes no representations or warranties, either express or implied, regarding the condition of the Property, and Buyer will rely upon its own inspections, and those of its agents, for determining the condition of the Property. 20. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. 21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties relative to the sale of the Property. This Agreement may not be changed, waived, • discharged, or terminated except in writing executed by Buyer and Seller. 3479290 CAH BR305-86 7 • 22. CONSTRUCTION. This Agreement shall not be construed more strictly against one party than against the other by virtue of the fact that the Agreement may have been prepared primarily by counsel for one of the parties, it being acknowledged that both parties contributed substantially and materially to the preparation of this Agreement. Headings in this Agreement are for convenience of reference and shall not be considered in the construction hereof. [The remainder of this page intentionally blank] • 3479290 CAH BR305-86 g • By: Its: • IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first written above. SELLER: JOPAUL PROPERTIES, LLC BUYER: ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By: Its: Mayor By: Its: City Manager • 3479290 CAH BR305-86 9 • WAIVER OF RELOCATION BENEFITS RECITALS A. The undersigned Jopaul Properties, LLC (the "Owner") has entered into a purchase agreement with the Economic Development Authority in and for the City of Brooklyn Center ("EDA") dated , 2009 (the "Purchase Agreement") under which Owner agreed to sell to the EDA the property legally described as Tract A, Registered Land Survey No. , Hennepin County, Minnesota (the "Property"). B. Owner acknowledges that it had publicly listed the Property for sale with a licensed real estate broker prior to receiving any inquiry from the EDA regarding the EDA's possible purchase of the Property. C. Owner further acknowledges that the EDA does not have the legal authority to acquire the Property by condemnation in its present condition and for its intended purpose of redevelopment. Owner acknowledges that he has been advised by the EDA that, in the absence of the parties'reaching an agreement that is mutually satisfactory to both parties, the EDA would not acquire the Property. D. Owner has been informed in writing by the EDA of what the EDA believes to be the fair market value of the Property. • E. Owner acknowledges that it sought and received advice of legal counsel, and has been specifically advised by such counsel and by the EDA, as to relocation benefits that would otherwise be available to Owner in connection with the Property under the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended, and similar provisions under Minnesota law (together, the "URA"), such benefits being summarized in Exhibit A hereto. D. Owner desires to execute this waiver to confirm its understanding that payment in full to Owner of the amounts due under the Purchase Agreement will satisfy in full any relocation benefits or payments otherwise due to Owner under the Acts. WAIVER Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Owner agrees as follows for the benefit of EDA: The recitals above are incorporated into and made a part of this waiver. 2. Owner acknowledges that it is not a "displaced person" within the meaning of 42 U.S.C. 4601 to 4655 or Minn. Stat. § 117.50 or regulations adopted thereunder and that Owner is not entitled to relocation benefits or services. MNI 275101v1 B-1 SA285-77 • 3. Owner further acknowledges that payment in full to Owner of $675,000, according to the terms of the Purchase Agreement, satisfies in full any amounts for relocation assistance or relocation benefits that the EDA otherwise may be obligated to pay to Owner under the URA or any other federal or state law, and that payment of the amount set forth in the Purchase Agreement will constitute full compensation due Owner for all claims of any description against the EDA as a result of the EDA's acquiring the Property under the Purchase Agreement, including but not limited to attorneys' fees, relocation benefits and services, and any damages to the going concern or goodwill of any business located on the Property. 2. Accordingly, Owner disclaims and waives any claim that Owner is entitled to receive relocation benefits or payments under the URA or any other applicable federal or state law with respect to the Property. 3. In signing this waiver, Owner acknowledges that it entered into the Purchase Agreement voluntarily and that the Purchase Agreement was not made under any threat by the EDA or its representatives that the Property would be acquired by eminent domain. 4. Owner releases and discharges the EDA and its employees, agents, successors and assigns, of and from any and all liability and claims, at law or in equity, and under any state or federal law, for relocation expenses, payments or benefits in connection with the Property, including damages, interest, and costs, arising out of or in connection with EDA's acquisition of the Property. • • OWNER JOPAUL PROPERTIES, LLC By its Manager 3479290 CAH BR305-86 2 • EXHIBIT A SUMMARY OF RELOCATION BENEFITS 1. Movine Expenses: a. A payment for actual reasonable and necessary moving and related expenses, estimated to be $ 2. Reestablishment expenses. A payment for expenses actually incurred in relocating and reestablishing an eligible small business, farm or nonprofit organization at a replacement site, which payment cannot exceed $50,000. 3. Alternative Fixed Pavment. A fixed payment in lieu of the pavments described in paraeraohs 1 and 2 above, equal to the average annual net earnings of the business, but not less than $1,000 and not more than $20,000. 4. -Other Relocation Assistance: This includes referrals and other assistance to help the business owner relocate its business. • The estimated amount of relocation benefits described in this Exhibit A with respect to the Property is no greater than $ 0 MNI 27510M SA285-77 B-1 MEMORANDUM -CITY COUNCIL/EDA WORK SESSION DATE: February 18, 2009 TO: Curt Boganey, City Manager FROM: Gary Eitel, Director of Business and Development SUBJECT: Discussion on the Potential Purchase of the Boulevard Restaurant Site, 2545 Bass Lake Road COUNCIL ACTION REQUIRED: Discussion on the possible acquisition and demolition of the vacant Boulevard Restaurant site to promote redevelopment opportunities for the Brookdale Mall area. BACKGROUND: The Boulevard Restaurant site, formerly known as Refs Sports Bar (2003-2007) and initially built as a Ground Round Restaurant and Bar in 1977, is a 1.06 acre (46,390 sq. ft.) site that is independently owned. i The property receives its access from the northern entrance to the Kohl's site which accesses the eastern service drive of Brookdale Mall. The City's assessing records indentifies the property sales in 2003 for $650,000 with the following assessed valuations: 2008 $725,000 2007 $685,000 2006 $698,000 The property is currently listed with Calhoun Companies for $700,000. A recent meeting with the property owner and his realtor to discuss the possible acquisition of the property was positively received; however, it was acknowledged that there is currently a party interested in leasing the facility that includes an option to purchase. The property owner's preference is to sell the property and has agreed to delay other considerations until the EDA has had the opportunity to discuss the possible use of eligible TIF funds to acquire the site to facilitate the following planning activities: • Shingle Creek Daylighting Study • • Bass Lake Road Streetscape Improvements • Regional Trail Way Improvements - Shingle Creek Trail 0 • Bike-Walk Grant Application In addition to the above cooperative, the acquisition of this property positions the City to proactively promote the redevelopment of the eastern entrance to the Brookdale Mall site. The control of this property enables the City the opportunity to accomplish the following: 1. The exchange of the necessary land area that would enable the daylighting of Shingle Creek with a no net loss of parking stalls to the current Kohl's site. 2. The timely exchange for additional right of way/easement width to allow the future construction of the Twin Lakes Regional trail along Bass Lake Road and its connection to the Shingle Creek Trail. 3. The potential land exchange for the realignment of the current Shingle Creek Trail and an expanded landing area in the vicinity of the ponding area. 4. The potential land exchange for a bike trail along the service drive that parallels Hwy 100 and accesses the Shingle Creek Trail at the Hwy 100 pedestrian bridge. S. The potential to work with the future owners on their redevelopment plans for the eastern portion of the Brookdale Mall that can maximized by the P.U.D. potential of a consolidated site. It is the value of the land exchange that leverages and maximizes the values of the perimeter site improvements, which can be funded by other sources (grants and cooperative agreements), voluntary assessments, and use of TIF funding of eligible activities, that provides the City with opportunities to negotiate with the present and future owners of the Mall site. There are three potential funding sources should the EDA choose to proceed with this acquisition: 1. TIF #3 Bond Proceed (estimated at $3 million) 2. A plan amendment to TIF 2 Budget (current balance $.97 million) 3. EDA Fund Balance (estimated at $1.5 million) The timing of these negotiations are optimum given that the current general operations agreement for the Brookdale Mall properties, which includes the Kohl's site, runs through December 31, 2009. COUNCIL POLICY ISSUES: Does the acquisition and demolition of the vacant Boulevard Restaurant site facilitate the city's interest in promoting the redevelopment opportunities for the Brookdale Mall? Should the staff continue pursuing the purchase of the Boulevard Restaurant site with Tax Increment Funds? EDA Agenda Item -No. 4b • 0 • • EDA COUNCIL ITEM MEMORANDUM DATE: March 4, 2009 TO: Curt Boganey, City Manager FROM: Gary Eitel, Director of Business and Development A SUBJECT: Revision to the Consultant Services Agreement with the Greater Metropolitan Housing Corporation Relating to the Remove and Rebuild Program. COUNCIL ACTION REQUESTED: Motion to adopt the Resolution Approving Revisions to the Consultant Service Agreement with the Greater Metropolitan Housing Corporation to Administer the City's Housing Programs for Vacant and Foreclosed Homes. BACKGROUND: On January 12, 2009, the EDA adopted Resolution No. 2009-02 "A Resolution Establishing Housing Programs and Approving the Use of Funds from Tax Increment District No. 3 Housing Account". This resolution also authorized the execution of a consultant service agreement with the Greater Metropolitan Housing Corporation (GMAC) to administer these housing programs for the City. Prior to the execution of the agreement, GMHC discovered that they had incorrectly identified the base fees associated with the Remove and Rebuild Program. The attached consultant service agreement includes the following revisions: (The changes are identified are boldface and underlined.) 1. Scone of Services Par. 1, C-2 Acquire and, in some instances, demolish improvements on the properties on behalf of the EDA to meet the City's goals for improved uses of the land in accordance with the City's Rebuild Demolition Policy. • 3. Compensation Par. b, Acouisition and Demolition The EDA shall reimburse the Consultant for all direct costs of the acquisition and demolition activities provided under this Agreement, and pay the Consultant Two Thousand Dollars ($2,000.00) for services provided for each property acquired and an additional Three Thousand Dollars ($3.000:00) for services provided for each nroperty cleared. Note: The consultant service agreement does not limit or restrict the EDA from using other agents, consultants or staff in the acquisition or demolition of properties under this program. • Additionally, the contract has included provisions for the disbursement of funds for the Renew Loan and Renew Grant programs via advance deposits to an escrow account which GMHC can draw from to disburse the funds to various real estate closings. 4. Disbursement. GMHC will establish an interest bearing escrow account to which the EDA will make the necessary deposits and from which GMHC will make disbursements for approved Renew Loans and Renew Grants. After closing with a borrower or grantee, GMHC will provide the EDA with a copy of the executed Promissory Note or Grant Agreement and supporting documentation determined necessary by the EDA to track the program and audit the qualifying use of Tax Increment Funds. BUDGET ISSUES: The revision to the consultant service agreement is consistent with the budget prepared for the Remove and Rebuild Program ($600,000) and the Renew Loan and Renew Grant Program ($1,000,000) which are being funded from the Tax Increment District 3 Housing Account. • 0 • Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION APPROVING REVISIONS TO THE CONSULTANT SERVICE AGREEMENT WITH THE GREATER METROPLOITAN HOUSING CORPORATION TO ADMINISTER THE CITY'S HOUSING PROGRAMS FOR VACANT AND FORECLOSED HOMES • WHEREAS, on January 12, 2009, the EDA adopted Resolution No. 2009-02 A Resolution Establishing Housing Programs and Approving the Use of Funds from Tax Increment District No. 3 Housing Account; and WHEREAS, this resolution established the Renew Loan Program, the Renew Grant Program, the Remove & Rebuild Program and approved the proposed Consultant Service Agreement between the Brooklyn Center EDA and the Greater Metropolitan Housing Corporation for the administration of the above named programs ; and WHEREAS, the Consultant Service Agreement was amended to correctly identify the GMHC fees associated with the Remove and Rebuild Program and to include clarification on the creation of an escrow account and disbursement of funds; NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota, as follows: 1. The EDA hereby approves the proposed CONSULTANT SERVICES AGREEMENT between the Brooklyn Center EDA and the Greater Metropolitan Housing Corporation for the administration of the ReNew Loan Program, The ReNew Grant Program, and the Remove and Rebuild Program. 5. The President and Executive Director of The Economic Development Authority in and for the City of Brooklyn Center are authorized and directed to execute the CONSULTANT SERVICES AGREEMENT with the Greater Metropolitan Housing Corporation for the administration of the above named programs, and to take all such other and further steps as are reasonable and necessary to effect the programs established by this resolution. 0 0 Date: By: Tim Willson, President ATTEST: Secretary The motion for the adoption of the foregoing resolution was duly seconded by commissioner and upon vote being taken therm, the following voted in favor thereof: And the following voted against the same: Whereupon said resolution was declared passed and adopted. • • 2 • CONSULTANT SERVICES AGREEMENT THIS IS AN AGREEMENT entered into the day of , 2009, by and between the BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY, a Minnesota Municipal Economic Development Authority ("EDA" and GREATER METROPOLITAN HOUSING CORPORATION, a Minnesota non-profit corporation ("Consultant'). RECITALS A. The Consultant has a division called The Housing Resource Center ("HRC"). GMHC has agreed to provide certain Services through HRC (as defined below) in connection with the FDA's housing program. B. The EDA desires to hire the Consultant to render this technical, professional, and marketing assistance in connection with housing programs in the EDA for the term as set forth in this Agreement. C. Consultant is willing to provide such services on the terms and conditions set forth herein. • In consideration of the foregoing recitals and following terms, conditions and mutual promises contained herein, the parties agree as follows: 1. Scone of Services. The Consultant shall provide services as follows (the "Services"): a. Administer the following home improvement programs for residents of the City of Brooklyn Center (the "City"): Minnesota Housing Financing Agency ("MHFA") Fix Up Fund, Community Fix Up Fund, the MHFA Rental Rehab Program (collectively the "MHFA Programs") and the Brooklyn Center EDA programs to address mortgage foreclosed and vacant properties: ReNew Loan Program and ReNew Grant Program : 1. Providing information to residents and potential residents about the programs, upon request; 2. Assist the EDA in developing marketing materials and procedures for the programs; 3. Receipt of applications; 4. Processing applications; 5. Closing loans to qualified applicants in accordance with the applicable program; 6. Overseeing the draw process for the funds, including, as necessary, reviewing draws, reviewing the progress of the work and collecting lien 1b.us.3166730.05 l • waivers and certificates of occupancy. Consultant may, for this purpose, rely on third-party representations and certifications. 7. Provide monthly reports about the number of loans closed and the balance in each loan program. b. Service loans made to City residents under the ReNew Loan Program: 1. Collect payments made pursuant to the Deferred Loan Program including satisfactions for any prepayments; 2. Take appropriate action under the loan documents when there is an uncured default by a borrower under a loan pursuant to a Deferred Loan Program; 3. Disburse all payments received by Consultant as directed, in writing, by the EDA not more often than quarterly which may include disbursing the funds pursuant to one of the loan programs described in this Agreement. C. Administer the Brooklyn Center Remove and ReBuild Program: 1. Work with EDA staff to identify and prioritize eligible properties for the Program; 2. Acquire and, in some instances, demolish improvements on the properties on behalf of the EDA to meet the City's goals for improved uses of the land . in accordance with the City's ReBuild Demolition Policy. d. Assist City residents considering rehabilitation, including property visits, meet with homeowners and potential contractors, suggest alternatives for rehabilitation to homeowners, educate homeowners on the construction bid process, assist homeowners to evaluate bids and work completed and construction progress. e. Provide HRC housing information to City residents upon request, including information on emergency assistance, housing rehabilitation, first time homebuyers and limited rental information; f. Assist the EDA in developing programs to purchase and rehabilitate homes; g. Coordinate these services out of Consultant's Northwest office located at 2148 Penn Avenue, Minneapolis and h. Have Consultant's staff visit residences as determined necessary by Consultant. 2. Term. This Agreement shall be in full force and effect from January 1. 2009 and shall continue through December 31. 2009. unless otherwise terminated as set forth below. 0 tb.us.3166730.05 2 • 3. Comuensation. a. HRC Core Services and Loan/Grant Administration: For services provided under this Agreement, the EDA shall pay to the Consultant Twenty Five Thousand Dollars ($25,000.00) within thirty (30) days after execution of this Agreement, and the balance according to the following schedule: EDA ReNew Loan Program: $500.00 payable upon the closing of each loan. EDA ReNew Grant Program: $500.00 payable following the closing of each grant. The Consultant shall receive compensation for administering the MHFA Programs directly from the Minnesota Housing Finance Agency and not from the EDA. b. Acauisition and Demolition: The EDA shall reimburse the Consultant for all direct costs of the acquisition and demolition activities provided under this Agreement, and pay the Consultant Two Thousand Dollars ($2,000.00)for services provided for each property acquired and an additional Three Thousand Dollars ($3,000.00) for services provided for each property cleared. • c. Loan Servicing. The Consultant shall receive the following fees: $25.00 one-time set-up fee for each loan serviced pursuant to a Deferred Loan Program. $6.00 per payment received from a borrower under the Deferred Loan Program. $25.00 for each satisfaction issued under the Deferred Loan Program.\\ 4. Disbursement. GMHC will establish an interest bearing escrow account to which the EDA will make the necessary deposits and from which GMHC will make disbursements for approved Renew Loans and Renew Grants. After closing with a borrower or grantee, GMHC will provide the EDA with a copy of the executed Promissory Note or Grant Agreement and supporting documentation determined necessary by the EDA to track the program and audit the qualifying use of Tax Increment Funds. 5. Termination. Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated as follows: a. The parties, by mutual written agreement, may terminate this Agreement at any time. Upon termination of this agreement there shall be no other compensation paid to Contractor for work in progress or services performed other than payments already made under the provisions of paragraph 3 herein. fb.us.3166730.05 3 b. EDA may terminate this Agreement upon the breach by Consultant of any of its material covenants contained herein, where such breach shall have continued for a period of thirty (30) days following the receipt by Consultant of a written notice from EDA, specifying the alleged breach; provided, however, if the nature of a non-monetary breach is such that Consultant cannot reasonably cure same in the thirty (30) day period, Consultant shall not be deemed to be in breach if it commences to cure within the thirty (30) day period, and diligently pursues same to completion within ninety (90) days following receipt by Consultant of such written notice. In the event of termination by HRA hereunder, Consultant shall be entitled to fees due to the date the notice of breach is sent by the EDA. C. If Consultant or EDA (as applicable) (i) files a voluntary petition in bankruptcy (ii) files a voluntary petition for reorganization under any bankruptcy law, statute or regulation or other similar statute or regulation, (iii) is adjudicated a bankrupt, (iv) makes an assignment for the benefit of creditors or applies for or consents to the appointment of a receiver or trustee as part of or in conjunction with a "creditor plan" with respect to any substantial part of its assets, or (v) a receiver or trustee is appointed, or an attachment or execution levied with respect to any substantial part of its assets, and said appointment is not vacated, or the attachment or execution not released, within sixty (60) days, then this Agreement shall, effective as of such date, without notice or further action by either party, immediately terminate. d. Consultant may terminate this Agreement upon the breach by EDA of any of its material covenants contained herein, where such breach shall have continued for a period of thirty (30) days following the receipt by EDA of a written notice from Consultant, specifying the alleged breach; provided, however, if the nature of a non-monetary breach is such that EDA cannot reasonably cure same in the thirty (30) day period, EDA shall not be deemed to be in breach if it commences to cure within the thirty (30) day period, and diligently pursues same to completion within ninety (90) days following receipt by EDA of such written notice. In the event of termination by Consultant hereunder, Consultant shall be entitled to retain the entire fee under this Agreement. 6. Insurance. a. Contractor further agrees that in order to protect itself as well as the City under the indemnity provision set forth above, it will at all times during the term of this contract keep in force: 1. A single limit or combined limit or excess umbrella general liability insurance policy of an amount of not less than $300,000 for property . damage arising from one occurrence and $1,000,000 for total bodily or personal injuries or death and/or damages arising from one occurrence. Such policy shall also include contractual liability coverage by specific fb.us.3166730.05 4 endorsement or certificate acknowledging the contract between the Consultant and the City. 2. A single limit or combined limit or excess umbrella automobile liability insurance policy, if applicable, covering owned, non-owned and hired vehicles used regularly in the provision of services under this Agreement, in an amount of not less than $300,000 per accident for property damage, $1,000,000 for bodily injuries and/or damages to any one person, and $1,000,00 for total bodily injuries and/or damages arising from any one accident. 3. Workers Compensation Insurance and employers liability as required by law including all states endorsement in an amount of $100,000 for each occurrence. Prior to the effective date of this contract, and as a condition precedent to this contract, the Contractor will furnish the City with Certificates of Insurance listing the City as a certificate holder. b. Such insurance secured by the Contractor shall be issued by insurance companies licensed in Minnesota. The insurance specified may be in a policy or policies of insurance, primary or excess. Failure to maintain such insurance shall be a condition of default under this agreement. 0C. Such insurance shall be in force on the. date of execution of an Agreement and shall remain continuously in force for the duration of the Agreement. 7. Indemnification. a. Notwithstanding anything to the contrary in this Agreement, the EDA, its officers, agents, and employees shall not be liable or responsible in any manner to the Consultant, the Consultant's successors or assigns, the Consultant's subcontractors, or to any other person or persons for any third party claim, demand, damage, or cause of action of any kind, nature, or character, including intentional acts, arising out of or by reason of the performance of this Agreement by Consultant. The Consultant, and the Consultant's successors or assigns, agree to protect, defend and save the EDA, and its officers, agents, and employees, harmless from all third party claims, demands, damages, and causes of action, to the extent caused by the negligence or wrongful acts of Consultant, and the costs, disbursements, and expenses of defending the same, including but not limited to, attorneys fees, consulting services, and other technical, administrative or professional assistance. b. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation of any immunity or limitation on liability to which the EDA is entitled under Minnesota Statutes, Chapter 466, or otherwise. 0 8. Independent Contractor. Nothing contained in this Agreement is intended or should be construed as creating the relationship of copartners of joint ventures within the City. fb.us.3166730.05 5 • No tenure or any rights or benefits, including Workers' Compensation, Unemployment Insurance, medical care, sick leave, vacation leave, severance pay, PERA, or other benefits available to City employees, shall accrue to the Contractor or employees of the Contractor performing services under this Agreement. 9. Assienment. This Agreement shall not be assigned, sublet, or transferred, in whole or in part without the prior -written approval of the EDA. 10. Conflict of Interest. The Independent Contractor shall use best efforts to meet all professional obligations to avoid conflicts of interest and appearances of impropriety in representation of the EDA. In the event of a conflict, the Independent Contractor, with the prior written consent of the EDA, shall arrange for suitable alternative services. 11. Compliance with Laws. The Consultant shall comply with all applicable Federal, State, and local laws, rules, ordinances, and regulations at all times and in the performance of the services pursuant to this Agreement. 12. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to: Consultant: Greater Metropolitan Housing Corporation 15 South 5t' Street, Suite 710 Minneapolis, MN 55402 ATTN: Suzanne Snyder EDA: Brooklyn Center Economic Development Authority 6301 Shingle Creek Parkway Brooklyn Center, MN 55430-2199 Or such other address as either party may provide to the other by notice given in accordance with this provision. 13. Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between the EDA and the Consultant, and supersedes any other written or oral agreements between the EDA and the Consultant. This Agreement can only be modified in writing signed by the EDA and the Consultant. 14. Third Partv Rights. The parties to this Agreement do not intend to confer on any third party any rights under this Agreement. 15. Counterparts. This Agreement may be signed in one or more counterparts but all of which taken together shall constitute one instrument. fb.us.3166730.05 6 16. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 17. Agreement Not Exclusive. The EDA retains the right to hire other housing- program consultants, in the EDA's sole discretion. 18. Data Practices Act Comuliance. Data provided to the Consultant or created by the Consultant under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, as amended. 19. Records - Availabilitv and Retention. The Contractor agrees that the City or any of their duly authorized representatives at any time during the normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of the Contractor and invoice transactions relating to this Agreement. Contractor agrees to maintain these records for a period of three (3) years from the date of termination of this Agreement. The EDA can, at the City's expense obtain copies of any of the Contractor's records relevant to this Agreement. • 20. Merger and Modification. A. It is understood and agreed that the entire Agreement between the parties in contained here and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matters. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. B. Any material alterations, variations, modifications, or waivers of provisions of this Agreement shall be valid only when they have been reduced to writing as an amendment and signed by the parties. 21. Nondiscrimination. During the performance of this Agreement, the Contractor agrees to the following: No person shall, on the grounds of race, color religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin be excluded from full employment rights in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable federal and state laws against discrimination. 22. Possession of Firearms on City of Brooklyn Center Premises. Unless specifically required by the terms of this contract, no provider of services pursuant to this contract, including but not limited to employees, agents or subcontractors of the Vendor or Contractor shall carry or possess a firearm on City of Brooklyn Center premises or while acting i on behalf of the City of Brooklyn Center pursuant to the terms of this agreement. Violation of fb.us.3166730.05 7 this provision shall be considered a substantial breach of the Agreement; and, in addition to any other remedy available to the City of Brooklyn Center under law or equity is grounds for immediate suspension or termination of this contract. [Signature Page Follows] • • fb.us.3166730.05 8 • IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement on the respective dates indicated below. • EDA: BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY By: Its: Executive Director Date: , 2009. CONSULTANT: GREATER METROPOLITAN HOUSING CORPORATION By: Its: President • Date: , 2009. fb.us.3166730.05 9