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HomeMy WebLinkAbout2000-011 EDARits adoption: Commissioner Ed Nelson introduced the following resolution and moved EDA RESOLUTION NO. 2000 -11 RESOLUTION APPROVING FIRST AMENDMENT TO AND ASSIGNMENT OF DEVELOPMENT AGREEMENT BY AND BETWEEN THE BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY AND PDHC LTD. TO DRF DENTAL BUILDINGS LLC AND AUTHORIZING EXECUTION OF CLOSING DOCUMENTS REGARDING SALE OF 6421 BROOKLYN BOULEVARD WHEREAS, the Economic Development Authority in and for the City of Brooklyn Center (EDA) approved a development agreement with Park Dental Health Clinics, Ltd. (Developer) for a development which includes the EDA -owned property at 6421 Brooklyn Boulevard; and WHEREAS, the development agreement between the EDA and Park Dental Health Clinics Ltd. provides for the assignment of the development agreement to Frauenshuh Companies, pursuant to requirements set forth in the development agreement; and WHEREAS, Dental Buildings, LLC, a Minnesota limited liability company (DRF) is acquiring from Developer the development parcel as defined in the development agreement between the EDA and Developer dated December 14, 1999 (Agreement) pursuant to that certain purchase agreement between DRF and Developer dated July 12, 2000; and WHEREAS, Developer desires to assign the Agreement to DRF pursuant to the terms of the purchase agreement. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota, that the First Amendment and an Assignment of Development Agreement, which is attached and made part of this resolution is hereby approved. BE IT FURTHER RESOLVED that the EDA President and Executive Director are hereby authorized, on behalf of the EDA, to execute the necessary documents to sell and convey the property at 6421 Brooklyn Boulevard to DRF Dental Buildings, LLC. July 24, 2000 Date Presidennt The motion for the adoption of the foregoing resolution was duly seconded by commissioner Debra Hilstrom and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Debra Hilstrom, Kay Tasman, Ed Nelson, and Robert Peppe; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted. 1 1 FIRST AMENDMENT TO AND ASSIGNMENT OF DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO AND ASSIGNMENT OF DEVELOPMENT AGREEMENT "Amendment is made as of the Zi day of J4 2000, by and between the Brooklyn Center Economic Development Authority, a body corporate and politic organized and existing under the laws of the State of Minnesota (the "EDA DRF Dental Buildings LLC, a Minnesota limited liability company ("DRF"), and PDHC, Ltd., a Minnesota corporation (the "Developer and WITNESSETH: WHEREAS, DRF is acquiring from Developer the Development Parcel as defined in the Development Agreement between the EDA and Developer dated December 14, 1999 "Agreement pursuant to that certain Purchase Agreement between DRF and Developer dated Z.A \'Z 2000; "Purchase Agreement and WHEREAS, Developer is assigning the Agreement to DRF per the Purchase Agreement; WHEREAS, the EDA has consented to such assignment of the Agreement; and WHEREAS, certain matters contained in the Agreement have been satisfied or are no longer applicable. NOW, THEREFORE, in consideration of the premises and mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Assignment of Agreement. (a) Developer hereby assigns, transfers, and conveys to DRF all of Developer's right, title, and interest in and to the Agreement, as amended hereby, to have and to hold onto DRF and DRF's successors and assigns, forever. DRF hereby accepts all of Developer's right, title, and interest in and to the Agreement, as amended hereby, and agrees to perform, observe, and keep each and every of Developer's covenants and conditions and make all payments arising or occurring from and after the date of this Amendment when and as required as though DRF were named as a party therein. (b) DRF shall indemnify, defend, and hold harmless Developer from and against all obligations, liabilities, or claims assumed by DRF with respect to the Agreement arising from events which occur from and after the date of this Amendment. Developer shall indemnify, defend, and hold harmless DRF from and against all obligations, liabilities, and claims asserted against DRF with respect to the Agreement arising from events which occur prior to the date of this Amendment. 2. EDA Consent to Assignment of Agreement. Pursuant to Section 6.8 ofthe Agreement, the EDA hereby gives its written consent by its signature on this Amendment to the assignment of the Agreement by Developer to DRF as set forth in paragraph 1 above; provided, however, that Developer is not released from any obligations or liabilities under the Agreement. 3. Amendment of Agreement. (a) The EDA and the Developer hereby confirm that, pursuant to Section 2.3(c) of the Agreement, the EDA has approved the proposed Final Plans, as defined in the Agreement. (b) The parties agree that DRF shall not be required to provide any letter of credit and that Sections 3.1(b)(ii) and 3.5 are hereby deleted from the Agreement. (c) The EDA and the Developer hereby confirm that the notices and investigations required by Section 3.1(b)(iii) and (c) have been completed and satisfied and are no longer applicable. (d) Section 6.4(a) is hereby revised to require that all notices be sent to DRF, in addition to Developer, at the address set forth below: DRF Dental Buildings LLC c/o Frauenshuh Companies 7101 West 78 Street, Suite 100 Bloomington, Minnesota 55439 4. Successors and Assigns. All of the covenants, terms, and conditions set forth herein shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, successors, and assigns. 5. Authority. The EDA, DRF, and the Developer warrant and represent to each other that they have the power and authority to enter into this Amendment and that the person duly executing this Amendment on behalf of such party has the requisite power and authority to do so. 6. Ratification of Agreement. Except as provided in this Amendment, all of the provisions of the Agreement are hereby ratified and confirmed and continue in full force and effect. Fran- Brookpark -First Amend. to Assign. ofDev. Agmt V. 4 (42612.WPD;1) 2 IN WITNESS WHEREOF, the EDA, DRF and the Developer have executed this Amendment as of the date set out at its head. Frau- Bcookpark -First Amend. to Assign. of Dev. Agnt V. 4 (42612.WPD;1) 3 BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY By President By Executive Director DRF DENTAL BUILDINGS LLC By A�__'_./ Manager PDHC, LTD.