HomeMy WebLinkAbout2001-018 EDARCommissioner Kay Lasman
moved its adoption:
EDA RESOLUTION NO. 2001 18
introduced the following resolution and
RESOLUTION APPROVING ASSIGNMENT AND FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT BY AND BETWEEN ECONOMIC
DEVELOPMENT AUTHORITY OF BROOKLYN CENTER AND EAGLE CREST
NORTHWEST INC.
WHEREAS, on December 11, 2000, the Brooklyn Center Economic
Development Authority (EDA) approved Resolution No. 2000 -24 Resolution Approving
Development Agreement Between the Brooklyn Center Economic Development Authority and
Eagle Crest Northwest Inc. for the Sale of the EDA Owned Property Located at 66 Avenue
North and Willow Lane (Development Property) and Authorizing EDA Executive Director to
Execute the Development Agreement; and
WHEREAS, Eagle Crest Northwest Inc. desires to assign their interest in the
Development Agreement to Sylvia Development LP, a Minnesota limited partnership; and
WHEREAS, Article XII in the Development Agreement provides for the transfer
or assignment of the Development Agreement by Eagle Crest Northwest Inc.; and
WHEREAS, the EDA has determined the assignment of Eagle Crest Northwest
Inc.'s interest in the development to Sylvia Development LP complies with the terms and
conditions set forth in the Development Agreement; and
WHEREAS, Section 3.5 of the Development Agreement establishes the purchase
price of the Development Property at $280,000; and
WHEREAS, Section 3.8 of the Development Agreement provides that the
Developer is hereby granted the right to enter upon and inspect, analyze, and test the
Development Property for all reasonable purposes, including conducting soil tests; and
WHEREAS, on July 19, 2001 STS Consulting Engineers, on behalf of the
Developer, conducted a soils analysis of the Development Property, including five soil borings
taken on the Development Property; and
WHEREAS, STS Consultants concluded from the soil boring data that soil
correction work would be necessary to make the Development Property suitable for foundation
support; and
WHEREAS, the condition of the soils on the Development Property pursuant to
the soil boring data from STS Consultants, was unknown to the EDA and Developer at the time
of the execution of the Development Agreement; and
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RESOLUTION NO. 2001 18
WHEREAS, corrective action to make the soil conditions suitable for foundation
support must be undertaken by the Developer; and
WHEREAS, the Developer has requested a reduction in the purchase price of the
Development Property to provide partial compensation for the anticipated soil correction work
on the Development Property.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development
Authority in and for the City of Brooklyn Center, Minnesota as follows:
September 24, 2001
The EDA hereby approves the Assignment and First Amendment to Development
Agreement By and Between Economic Development Authority of Brooklyn
Center and Eagle Crest Northwest Inc. and authorizes the EDA Secretary to sign
the Amendment along with all other documents necessary for closing on the
Development Property.
Date President
The motion for the adoption of the foregoing resolution was duly seconded by commissioner
Ed Nelson and upon vote being taken thereon, the following voted in favor thereof:
Myrna Kragness, Kay Lasman, Ed Nelson, Bob Peppe, and Tim Ricker;
and the following voted aga the same: none;
whereupon said resolution was declared duly passed and adopted.
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EDA RESOLUTION NO. 2001 -18
ASSIGNMENT AND FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND FIRST AMENDMENT TO DEVELOPMENT
AGREEMENT "Assignment is made as of September 2001 by and between the
Economic Development Authority of Brooklyn Center "Authority Eagle Crest Northwest,
Inc., "Assignor and Sylvia Development, LP, a Minnesota limited partnership "Assignee
RECITALS
A. Authority and Assignor entered into a Development Agreement dated December
11, 2000 "Agreement pursuant to which the Authority agreed to sell and convey to Assignor
certain real property located in Hennepin County, Minnesota "Development Property
B. Authority, Assignor and Assignee intend and agree that Assignor's right, title and
interest in the Agreement, shall inure to the benefit of and be assigned and transferred to
Assignee, and that the purchase price for the. Development Property be reduced, all upon the
terms and conditions as hereinafter provided.
NOW, THEREFORE, in consideration of the recitals set forth above and other good
and valuable consideration, the parties hereto agree as follows.
1. Amendment to Agreement. The Agreement is amended as follows:
a. Article III, Section 3.5: Purchase Price. The total purchase price to be
paid by Assignee to Authority for the Development Property is reduced from $280,000 to
$275,000.
b. Except to the extent amended hereby, all other terms and conditions of the
Agreement remain in full force and effect.
2. Assignment by Assignor. Assignor hereby assigns and transfers to Assignee all
right, title and interest of Assignor in the Agreement, and Authority hereby consents to such
assignment.
3. Acceptance of Assignment. Assignee hereby accepts the assignment of the
Agreement and Assignee assumes and agrees to keep, perform and fulfill all of the duties,
covenants, provisions, conditions and obligations of Assignor contained in the Agreement, as
amended by this Assignment.
4. Future Assignments. The consent by Authority to the assignment described
herein shall not be deemed to constitute the consent to any future assignment of the Agreement
by Assignee.
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EDA RESOLUTION NO. 2001 -18
5. Designation of Builder. Authority hereby consents to Assignee's designation of
Eagle Crest Northwest Townhomes, Inc., as its contractor to build the Minimum Improvements
(as defined in the Agreement) on the Development Property.
6. Continuing Liability. Notwithstanding the assignment of the Agreement by
Assignor, Assignor shall continue to be liable under the terms of the Agreement, as amended
hereby. In the event Assignee fails to perform or otherwise defaults under any of the terms of
the Agreement, as amended hereby, the liability of Assignor and Assignee to Authority shall be
joint and several.
7. Authority. Each of the parties signing this Assignment hereby warrants and
represents that it has the full legal power, authority and right to execute, deliver and perform the
obligations under this Assignment, that this Assignment has been duly authorized by all requisite
actions on the part of such warranting party, and that no remaining action or third party action is
required to make this Assignment binding upon such party.
8. Governing Law. This Assignment shall be construed and enforced in accordance
with the laws of the State of Minnesota.
(Signatures appear on following pages)
EDA RESOLUTION NO. 2001 -18
IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the
day and year first above written.
STATE OF MINNESOTA
ss
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this day of
2001, by the Secretary, of the Economic Development Authority of
Brooklyn Center, a body corporate and politic organized and existing under the Constitution and
laws of the State of Minnesota, on behalf of said Authority.
Notary Public
ECONOMIC DEVELOPMENT
AUTHORITY OF BROOKLYN CENTER
By
Secretary
EDA RESOLUTION NO. 2001 -18
STATE OF MINNESOTA
COUNTY OF HENNEPIN
ss
EAGLE CREST NORTHWEST, INC.
The foregoing instrument was acknowledged before me this day of
2001, by the of Eagle Crest Northwest,
Inc., a Minnesota corporation, on behalf of said corporation.
Notary Public
By:
Its:
III
EDA RESOLUTION NO. 2001 -18
SYLVIA DEVELOPMENT, LP.
This instrument drafted by:
Briggs and Morgan, P.A. (DGG)
2200 First National Bank Building
Saint Paul, MN 55101 -1396
STATE OF MINNESOTA
ss
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this day of
2001, by the general partner of Sylvia Development,
LP, a Minnesota corporation, on behalf of said limited partnership.
This instrument drafted by:
Briggs and Morgan, P.A. (DGG)
2200 First National Bank Building
Saint Paul, MN 55101 -1396
Notary Public
By:
Its:
EDA RESOLUTION NO. 2001 -18
BUILDER'S ACKNOWLEDGEMENT AND AGREEMENT
The undersigned hereby represents and warrants to Economic Development Authority of
Brooklyn Center "Authority that it has reviewed the Development Agreement dated
December 11, 2001 by and between Authority and Eagle Crest Northwest, Inc., as amended by
the attached Assignment and First Amendment to Development Agreement, and that the
undersigned agrees that it will, as the contractor of the Developer under said Development
Agreement, observe and perform all of the terms and conditions of said Development Agreement
relating to the construction of the Minimum Improvements on the Development Property, as
those terms are defined in the Development Agreement.
STATE OF MINNESOTA
)ss
COUNTY OF HENNEPIN
EAGLE CREST NORTHWEST
TOWNHOMES, INC.
By
Its
The foregoing instrument was acknowledged before me this day of September,
2001, by the of Eagle Crest Northwest
Townhomes, Inc., a Minnesota corporation, on behalf of the corporation.
Notary Public