HomeMy WebLinkAbout2001 05-29 EDAP EDA MEETING
City of Brooklyn Center
May 29, 2001 AGENDA
1. Call to Order
2. Roll Call
3. Approval of Agenda and Consent Agenda
-The following items are considered to be routine by the Economic Development Authority
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
- Commissioners not present at meetings will be recorded as abstaining from the vote
on the minutes.
1. May 14, 2001— Regular Session
4. Commission Consideration Items
a. Public hearing regarding the sale of land at the northeast quadrant of 69t' Avenue
North and Brooklyn Boulevard by the Economic Development Authority in and for
the City of Brooklyn Center
*Requested Commission Action:
-Open public hearing and continue to June 11, 2001, EDA meeting.
b. Public hearing on the granting of a business subsidy for the 69t Avenue North and
Brooklyn Boulevard Retail Development Project
• Requested Commission Action:
-Open public hearing and continue to June 11, 2001, EDA meeting.
C. Resolution Approving Development Agreement with Hennepin County, Bri-Mar and
Tri Fortune
• Requested Commission Action:
- Motion to adopt resolution.
5. Adjournment
EDA Agenda Item No. 3a
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
MAY 14, 2001
CITY HALL
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in regular session and was
called to order by President Myrna Kragness at 8:16 p.m.
2. ROLL CALL
President Myrna Kragness, Commissioners Kay Lasman, Ed Nelson, Bob Peppe, and Tim Ricker.
Also present: Executive Director Michael J. McCauley, Assistant City Manager Jane Chambers,
Public Works Director Diane Spector, City Attorney Charlie LeFevere, and Deputy City Clerk Maria
Rosenbaum.
3. APPROVAL OF AGENDA AND CONSENT AGENDA
A motion by Commissioner Nelson, seconded by Commissioner Lasman to approve the agenda and
consent agenda. Motion passed unanimously.
3a. APPROVAL OF MINUTES
A motion by Commissioner Nelson, seconded by Commissioner Lasman to approve the March 12,
2001, regular session, and the April 2, 2001, special session. Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
4a. RESOLUTION AMENDING THE BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY BUDGET FOR PROJECTS UNDERTAKEN
DURING THE YEAR 2000
Executive Director Michael McCauley discussed this resolution is a housekeeping item that would
amend the Economic Development Authority (EDA) budget for projects undertaken during the year
2000.
05/14/01 -1- DRAFT
RESOLUTION NO. 2001-08
Commissioner Lasman introduced the following resolution and moved its adoption:
RESOLUTION AMENDING THE BROOKLYN CENTER ECONOMIC DEVELOPMENT
AUTHORITY BUDGET FOR PROJECTS UNDERTAKEN DURING THE YEAR 2000
The motion for the adoption of the foregoing resolution was duly seconded by Commissioner
Nelson. Motion passed unanimously.
4b. RESOLUTION CALLING FOR A PUBLIC HEARING REGARDING THE
SALE OF LAND AT THE NORTHEAST QUADRANT OF 69 AVENUE
NORTH AND BROOKLYN BOULEVARD BY THE ECONOMIC
DEVELOPMENT AUTHORITY
Mr. McCauley discussed that at its February 26, 2001, meeting the Authority reviewed two
proposals for the development of land at the northwest quadrant of 69`' Avenue North and Brooklyn
Boulevard. Staff has been working with Christenson Corporation to negotiate a development
agreement setting forth the terms and conditions of the sale and development of the property. State
law requires that a public hearing be held when it sells property for redevelopment. This resolution
would call for a public hearing to be held on May 29, 2001.
RESOLUTION NO. 2001-09
Commissioner Nelson introduced the following resolution and moved its adoption:
RESOLUTION CALLING FOR A PUBLIC HEARING REGARDING THE SALE OF LAND AT
THE NORTHEAST QUADRANT OF 69 AVENUE NORTH AND BROOKLYN BOULEVARD
BY THE ECONOMIC DEVELOPMENT AUTHORITY
The motion for the adoption of the foregoing resolution was duly seconded by Commissioner
Lasman. Motion passed unanimously.
4c. RESOLUTION CALLING FOR A PUBLIC HEARING ON THE GRANTING
OF A BUSINESS SUBSIDY FOR THE 69 AND BROOKLYN BOULEVARD
RETAIL DEVELOPMENT PROJECT
Mr. McCauley discussed this resolution would call for a public hearing on the granting of a business
subsidy for the 69"' and Brooklyn Boulevard retail development project which is required by
Minnesota Statutes 116J.993- 116J.005.
05/14/01 -2- DRAFT
. RESOLUTION NO. 2001 -10
Commissioner Lasman introduced the following resolution and moved its adoption:
RESOLUTION CALLING FOR A PUBLIC HEARING ON THE GRANTING OF A BUSINESS
SUBSIDY FOR THE 69' AND BROOKLYN BOULEVARD RETAIL DEVELOPMENT
PROJECT
The motion for the adoption of the foregoing resolution was duly seconded by Commissioner
Nelson. Motion passed unanimously.
5. ADJOURNMENT
A motion by Commissioner Nelson, seconded by Commissioner Peppe to adjourn the meeting at
8:20 p.m. Motion passed unanimously.
President
05/14/01 -3- DRAFT
I
I
EDA Agenda Item No. 4a
There are no materials for this item.
EDA Agenda Item No. 4b
• There are no materials for this item.
i
S
EDA Agenda Item No. 4c
S
ex City of Brooklyn Center
A Millennium Community
MEMORANDUM
TO: Mayor Kragness, Councilmembers Lasman, Nelson, Peppe, and Ricker
FROM: Michael J. McCauley, City M er
DATE: May 24, 2001
SUBJECT: City Council Agenda Item 9f, Resolution Amending Right -of -Way Acquisition
for Widening of Brooklyn Boulevard and EDA Agenda Item 4c, Resolution
Approving Development Agreement with Hennepin County, Bri -Mar and Tri
Fortune
At the time the agenda was prepared further discussions were continuing regarding the two above
referenced items. If there are any changes to these items, materials will be sent tomorrow with the
Update.
6301 Shingle Creek Parkway Recreation and Community Center Phone & TDD Number
Brooklyn Center, MN 55430 -2199 r (763) 569 -3400
City Hall & TDD Number (763) 569 -3300 FAX (763) 569 -3434
FAX (763) 569 -3494
Commissioner introduced the following resolution and
moved its adoption:
RESOLUTION NO.
RESOLUTION AUTHORIZING EXECUTION OF A DEVELOPMENT
AGREEMENT
WHEREAS, the Economic Development Authority of Brooklyn Center,
Minnesota (the "EDA "), a body corporate and politic organized and existing under the laws of
the State of Minnesota, has the power to engage in development and redevelopment activities
pursuant to Minnesota Statutes §§ 469.090 to 469.018 and related statutes.
WHEREAS, there has been duly adopted and is now in legal effect a Modified
Redevelopment Plan for Housing Development and Redevelopment Project No. 1, which was
initially adopted by the Brooklyn Center Housing and Redevelopment Authority and the
Brooklyn Center City Council on July 22, 1985, which initial plan has been subsequently
modified and amended by various resolutions.
WHEREAS, the EDA has negotiated a Development Agreement made as of
May 1, 2001, by and between the EDA, Bri -Mar Company, Inc., a Minnesota corporation (the
"Developer "), Tri- Fortune Properties, Inc., a Minnesota corporation ( "Tri- Fortune "), and County
of Hennepin, a body politic and corporate organized and existing under the laws of the State of
Minnesota (the "County ").
WHEREAS, the County and the City of Brooklyn Center (the "City ") have
previously agreed to bring about the complete reconstruction of County State Aid Highway 152
(also known as Brooklyn Boulevard) between 64 Avenue North and 71" Avenue North, also
known as County Project No. 9322 (the "Boulevard Reconstruction Project"), for which the
County has previously prepared plans and specifications and has acquired certain properties in
connection with the Boulevard Reconstruction Project.
WHEREAS, the Developer is the owner of a certain parcel of improved property
used, in part, for a new car dealership located in the City, which parcel has frontage on Brooklyn
Boulevard and lies adjacent to certain parcels of excess right -of -way acquired by the County in
connection with the Boulevard Reconstruction Project (the "Dodge Dealership Property ").
WHEREAS, the Dodge Dealership Property lies adjacent to two separate parcels
of excess right -of -way owned by the County and a third parcel owned by a third party, which
three parcels all have frontage on Brooklyn Boulevard (defined in the Development Agreement
as the "Development Property ").
WHEREAS, the parcel of real property owned by a third party is owned by Cook
Properties- Bloomington/Brooklyn Center, LLC, a Minnesota limited liability company, which
has used the property as an automotive repair facility;
WHEREAS, in order for the Project contemplated by the Development
Agreement to proceed, it will be necessary combine the parcels of excess rig ht-of-way with
�'Y P g Y
the property owned by Cook Properties- Bloomington/Brooklyn Center, LLC, and for the existing
structure on the parcel to be demolished and for all existing improvements thereon to be
RESOLUTION NO.
removed, raising concerns regarding whether various hazardous substances, pollutants, or
contaminants may be present in either the soils or the existing structure.
WHEREAS, Tri- Fortune is the owner of a certain parcel of unproved property
used, in part, for a new car dealership located in the City, which parcel has frontage on Brooklyn
Boulevard, over which the County ac p acquired certain easements and which adjacent
q
roP e rtY lies adj J
to property owned by the Developer.
WHEREAS, the various properties referenced above, lie in an area marked by
obsolescence, faulty arrangement or design, obsolete layout, and other deficiencies which
negatively impact upon adjacent property values and prevent the full development and tax
capacity of the immediate area.
WHEREAS, as set forth in the Development Agreement, the area under
consideration also requires changes in ingress and egress to Brooklyn Boulevard from the
affected properties.
WHEREAS, the Developer desires to construct improvements to its facilities by
replacing certain existing structures and to improve and restore its facilities.
WHEREAS, in the Development Agreement, the EDA will undertake to assist the
Developer with the acquisition of certain property in order to construct the Project and the
Developer is willing to sell a portion of the Dodge Dealership Property to Tri - Fortune in order to
provide access by Tri - Fortune at the intersection of 68 Avenue North, which agreement will
rationalize the boundary lines between the two development parcels.
WHEREAS, the Developer and Tri- Fortune, as a part of the consideration for the
EDA's participation in the Project, agree to replat their properties and agree to certain covenants
and restrictions upon future subdividing of their properties, which restrictions will prevent the
future subdividing of the parcels and provide for parcels of sufficient size and shape as to be
readily redevelopable by private parties in the future, should such redevelopment become
economically feasible.
WHEREAS, the EDA staff has worked cooperatively with the Developer, Tri -
Fortune, and the County to develop a Project which minimizes the use of taxpayer funds while
maximizing the future potential tax capacity and development potential of the area.
NOW, THEREFORE, the Economic Development Authority of in and for the
City of Brooklyn Center, Minnesota in view of the foregoing determinations which are hereby
adopted as findings of fact, hereby resolves as follows:
1. The Board of Commissioners hereby approves the Development
Agreement in substantially the form submitted, and hereby authorizes and
directs its officers to execute the Development Agreement on behalf of the
Authority.
2. The Board of Commissioners hereby authorizes and directs its Executive
Director to continue with and to carry out the tasks and responsibilities of
the EDA as set forth in the Development Agreement.
RESOLUTION NO.
3. Because of the undertakings and commitments of the EDA pursuant to the
Development Agreement, the Board of Commissioners hereby determines
that it has reason to believe that acquisition of portions of the
Development Property may need to be acquired by the EDA pursuant to
eminent domain proceedings.
4. Because of the prior use of some of the portions of the Development
Property for automotive repair and because of the need to demolish
existing structures in order for redevelopment to proceed, the EDA hereby
determines that pursuant to Minnesota Statutes § 117.041, it has good
reason to believe that one or more hazardous substances, pollutants, and/or
contaminants are present on the Development Property and the release of
one or more hazardous substances, pollutants, and/or contaminants (as
defined in Minnesota Statutes Chapter 115B) may have occurred on the
Development Property, whereby the Board of Commissioners hereby
determines that early entry onto the Development Property is rationally
related to the health, safety, or welfare concerns of the EDA and the
citizens of the City of Brooklyn Center, whereby the Board of
Commissioners of the EDA hereby further determines that it is necessary,
pursuant to the requirements of Minnesota Statutues § 117.041 to enter
upon the Development Property for purposes of investigation, monitoring,
testing, surveying, boring, or other similar activities, as the EDA's staff
determines are necessary and appropriate to identify the existence and
extent of any release or threat of release of a hazardous substance,
pollutant, or contaminant.
5. The Board of Commissioners hereby directs the EDA staff and its legal
counsel, contractors, or agents, in conjunction with Hennepin County and
the promptly Developer, to obtain the consent of the owners of the
p p p Y
Development Property or to proceed to obtain a court order pursuant to
Minnesota Statutes § 117.041 to allow for all necessary environmental
testing and inspection on the Development Property.
6. The Board of Commissioners hereby further authorizes and directs it's
Executive Director to publish notice for and schedule a Public Hearing on
the sale of the Development Property to the Developer upon the terms and
conditions as set forth in the Development Agreement, such Public
Hearing to be held on Monday, June 25 2001.
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.
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MEMORANDUM
TO: Michael J. McCauley, City Manager
Y tY g
FROM: Brad Hoffman, Community Development Director
DATE: May 23, 2001
SUBJECT: Development Agreement With Hennepin County, Bri-Mar and Tri- Fortune Properties
On Tuesday the 29 of May, the Economic Development Authority will be asked to approve a
development agreement between Hennepin County, Bri-Mar (Dodge dealership) and Tri- Fortune
Properties (Ryan Oldsmobile). The agreement will conclude the acquisition of the right of way
necessary for the widening of Brooklyn Boulevard through a negotiated agreement with Ryan
Oldsmobile and Brookdale Dodge.
Hennepin County has requested the EDA's assistance with the acquisition of the car dealerships
property because the negotiated agreement is beyond the scope of the County's statutory authority. In
essence, the EDA is agreeing under certain circumstances to acquire the CarX site in total and engage
in land swaps with Bri-Mar and Tri- Fortune (the car dealerships) that facilitates the redevelopment of
the Dodge dealership and assures full access to the Oldsmobile dealership. The successful execution
of the terms of this agreement will conclude the right of way condemnation suits currently pending
with the car dealerships and the CarX site. It is the deterniination of Hennepin County that this
agreement, which assembles all of the necessary parcels for the roadway project, is less expensive
than a series of partial takings by the County through their powers of eminent domain.
The EDA will assist the County and the City of Brooklyn Center by using its power of eminent
domain to acquire the CarX site in total. The EDA will agree to acquire the CarX site subject to the
terms as itemized in Section 3.1 (b) of the agreement. Included in such terms is the requirement that
the City of Brooklyn Center and Hennepin County enter into an amendment (EDA agenda item 4c) to
their cost sharing arrangements relative to the roadway project. Hennepin County is required to make
the EDA whole and indemnify the EDA from any claims relating to hazardous substances that might
be found on the site. At the time all of the requirements set forth in the agreement have been met
relative to the EDA's acquisition of the CarX site, the EDA will be asked to pass a resolution
authorizing the acquisition of CarX through condemnation.
In short, by entering into this agreement the EDA agrees to assist the County and the City of Brooklyn
Center in the acquisition of the right of way for the roadway project. In so doing, a new Dodge
dealership building will be constructed and a large parcel (the Olds dealership) of land on Brooklyn
Boulevard will retain full access at a signalized intersection. The county is also obligated to pay all
costs /expenses incurred by the EDA in the acquisition of the property. The City, under the terms of
the Right of Way Agreement with Hennepin County, would be responsible for %2 of all of the
County's acquisition cost. The Brooklyn Center City Council has before them (agenda item 9f) an
amendment recognizing the role of the EDA in the acquisition process whose assistance was
requested by Hennepin County. At this time Hennepin County is involved in a partial taking of the
CarX site.
DEVELOPMENT AGREEMENT
BY AND BETWEEN
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
AND
BRI -MAR COMPANY, INC.
AND
TRI= FORTUNE PROPERTIES, INC.
AND
COUNTY OF HENNEPIN
MAY 1, 2001
This document drafted by: BRIGGS AND MORGAN
Professional Association
2200 First National Bank Building
St. Paul, Minnesota 55101
1146430vi1
TABLE OF CONTENTS,
Page
ARTICLEI DEFINITIONS .................................................................. ............................... 3
Section1.1. Definitions ............................................................. ............................... 3
ARTICLE II REPRESENTATIONS AND WARRANTIES; CERTAIN
COVENANTS.................................................................. ............................... 7
Section 2.1. Representations and Warranties of the EDA ........ ............................... 7
Section 2.2. Representations and Warranties of the County ..... ............................... 8
Section 2.3. Representations and Warranties of the Developer ............................... 8
Section 2.4. Representations and Warranties of Tri- Fortune .... .............................10
Section 2.5. Certain Covenants and Agreements of the Developer .......................12
Section 2.6. Certain Covenants and Agreements of Tri- Fortune ...........................13
Section 2.7. Certain Agreements of the Developer and Tri- Fortune
Regarding the Ryan Expansion Property .............. .............................13
ARTICLE III DEVELOPMENT PROPERTY ........................................ .............................
Section 3.1. Acquisition of Development Property .................. .............................16
Section 3.2. Hazardous Substance; Indemnity of EDA by County .......................18
Section 3.3. Hazardous Substance; Remediation by County Warranties and
Agreements of the Developer ............................... .............................19
Section3.4. Demolition .......................................................... ............................... 23
® Section 3.5. Certain Costs ....................................................... ............................... 23
Section 3.6. Letter of Credit (Developer) ................ :.............................................
23
Section 3.7. Certain Closing Requirements; Payment to the Developer ............... 24
ARTICLE IV CONSTRUCTION OF PROJECT .............................................. :.................. 25
Section 4.1. Construction of Project ....................................... ............................... 25
Section4.2. Final Plans ........................................................... ............................... 25
Section 4.3. Commencement and Completion of Construction ............................. 25
Section 4.4. Certificate of Completion ................................... ............................... 25
Section4.5. Utilities ................................................................ ............................... 26
Section 4.6. Project Signage ................................................... ............................... 26
Section4.7. Insurance ............................................................. ............................... 26
ARTICLE V RYAN EXPANSION PROPERTY ................................ ............................... 27
Section 5.1. Ryan Expansion Property ................................... ............................... 27
Section 5.2. Letter of Credit (Tri- Fortune) ............................. ............................... 28
Section5.3. Certain Costs ......................................................... .............................
Section 5.4. Certain Closing Requirements; Payment to Tri- Fortune ................... 29
Section5.5. Demolition ....... ............................... .................... ............................... 29
ARTICLE VI CERTAIN REPLATTING .............................................. ............................... 30
Section 6.1. Replatting of Dodge Dealership Property and Development
Property... ......................................................... ............................... 30
Section 6.2. Replatting of Ryan Dealership Property and Ryan Expansion
Property ......................30
i
1146430vll
Section 6.3. Certain Easements ..................
............................. ............................... 30
Section 6.4. Form of Replat .................................................... ............................... 30
ARTICLE VII EVENTS OF DEFAULT ................................................ ............................... 30
Section 7.1. Events of Default Defined .................................. ............................... 31
Section 7.2. Remedies on Default ........................................... ........:...................... 31
Section 7.3. Certain Limitations on Remedies ........................ ............................... 32
Section 7.4. No Remedy Exclusive ......................................... ............................... 33
Section 7.5. No Implied Waiver ............................................. ............................... 33
Section 7.6. Agreement to Pay Attorneys' Fees and Expenses .............................. 33
Section 7.7. Indemnification of EDA and County .................. ............................... 33
ARTICLE VIII DEVELOPER'S AND TRI- FORTUNE'S OPTION TO TERMINATE
AGREEMENT................................................................ ............................... 34
Section 8.1. Developer's and Tri- Fortune's Option to Terminate .......................... 34
Section 8.2. Action to Terminate ............................................ ............................... 35
Section 8.3. Effect of Termination .......................................... ............................... 35
ARTICLE IX EDA'S AND COUNTY'S OPTION TO TERMINATE AGREEMENT ...... 36
Section 9.1. EDA's and County's Option to Terminate ........... ............................... 36
Section 9.2. Action to Terminate ............................................ ............................... 36
Section 9.3. Effect of Termination .......................................... ............................... 36
ARTICLE X ADDITIONAL PROVISIONS ....................................... ............................... 37
Section10.1. Use ...................................................................... ............................... 37
Section 10.2. Conflicts of Interest ............................................. ............................... 37
Section 10.3. Titles of Articles and Sections ............................ ............................... 37
Section 10.4. Notices and Demands ......................................... ............................... 37
Section 10.5. Counterparts ........................................................ ............................... 38
Section 10.6. Law Governing ................................................... ............................... 38
Section 10.7. Provisions Surviving Rescission, Termination or Expiration............ 38
Section 10.8. Assignability of Agreement ................................ ............................... 38
Section 10.9. Approval by EDA ............................................... ............................... 39
Section 10.10. Waivers and Releases ......................................... ............................... 39
Section 10.11. Certain Reconveyance by County ....................... ............................... 39
Section 10.12. Provisions Not Merged With Deed ..................... ............................... 39
Section 10.13. Entire Agreement; Modification ......................... ............................... 39
Section 10.14. Severability ......................................................... ............................... 39
EXHIBIT A - Legal Description of Dodge Dealership Property .............. ............................... A -1
EXHIBIT A -1 - Site Plan - Dodge Dealership Property ................................ ..........................A -1 -1
EXHIBIT B - Description of Development Property ..B -1
EXHIBIT B -1 - Site Plan - Development Property .................................. ............................... B -1 -1
EXHIBIT C - Permitted Encumbrances .......................................................... ............................0 -1
EXHIBIT D - Preliminary Plans .................................................................. ............................... D -1
EXHIBIT E - Irrevocable Letter of Credit (Developer) ... ............................... ............................E -1
EXHIBIT E -1 - Irrevocable Letter of Credit (Tri- Fortune) ............................ ...........................El -1
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EXHIBIT F - [Intentionally Omitted] ........................................................... ............................... F -1
EXHIBIT G - [Intentionally Omitted] ......................................................... ............................... G -1
EXHIBIT H - Site Plan - Ryan Expansion Property .................................... ............................... H -1
EXHIBIT I - Legal Description of Ryan Dealership Property ......................... ............................I -1
EXHIBIT I -1 - Site Plan - Ryan Dealership Property ..................................... ..........................I -1 -1
EXHIBIT J - [Intentionally Omitted] ............................................................... ............................J -1
EXHIBIT K - Site Plan - Joint Access Easement ........................................ ............................... K -1
EXHIBITL - Quit Claim Deed ....................................................................... ............................L -1
•
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DEVELOPMENT AGREEMENT
THIS AGREEMENT, made as of the 1" day of May, 2001, by and between the
Brooklyn Center Economic Development Authority of Brooklyn Center, Minnesota (the
"EDA "), a body corporate and politic organized and existing under the laws of the State of
Minnesota, Bri -Mar Company, Inc., a Minnesota corporation (the "Developer "), Tri- Fortune
Properties, Inc., a Minnesota corporation ( "Tri- Fortune "), and County of Hennepin, a body
politic and corporate organized and existing under the laws of the State of Minnesota (the
"County ").
WITNESSETH:
WHEREAS, the County and the City of Brooklyn Center (the "City ") have agreed to
bring about the complete reconstruction of County State Aid Highway 152 (also known as
Brooklyn Boulevard) between 64 Avenue North and 71" Avenue North, also known as County
Project No. 9322 (the "Boulevard Reconstruction Project "); and
WHEREAS, the County has previously prepared plans and specifications for the
Boulevard Reconstruction Project, which plans and specifications are on file with the County and
which plans and specifications are made a part hereof by reference (the 'Boulevard Plans "); and
WHEREAS, the Developer is the owner of a certain parcel of improved property used, in
part, for a new car dealership located in the City, which parcel has frontage on Brooklyn
Boulevard (as hereinafter defined, the "Dodge Dealership Property "); and
WHEREAS, the Dodge Dealership Property lies adjacent to two separate parcels owned
by the County and a third parcel owned by a third party, which three parcels also have frontage
on Brooklyn Boulevard (as hereinafter defined, the "Development Property"); and
WHEREAS, Tri- Fortune is the owner of a certain parcel of improved property used, in
part, for a new car dealership located in the City, which parcel has frontage on Brooklyn
Boulevard and which lies adjacent to the Dodge Dealership Property (as hereinafter defined, the
"Ryan Dealership Property"); and
WHEREAS, the Boulevard Reconstruction Project will result in, or has previously
resulted in, the taking for right -of -way purposes of portions of the Dodge Dealership Property,
the Ryan Dealership Property and the Development Property; and
WHEREAS, the EDA, the City and the County recognize that it is mutually
advantageous and desirable for them to each be directly involved in the acquisition of the
property necessary for the roadway right -of -way purposes as contemplated by the Boulevard
Reconstruction Project, which will include, among other improvements, the widening of
Brooklyn Boulevard, the creation of a 68 Avenue North access intersection affecting the Dodge
Dealership Property and the Development Property and the construction of medians in Brooklyn
Boulevard; and
1146430vll
WHEREAS, the EDA, the City and the County recognize the need to maintain a curb cut
on the Ryan Dealership Property and a curb cut on the Ryan Expansion Property until ingress
and egress as contemplated by the Boulevard Plans is available at 68 Avenue North open and
serviceable for traffic; and
WHEREAS, the Developer desires to acquire and construct improvements on the
Development Property to replace certain existing improvements and to connect and integrate the
remaining existing car dealership facilities located on the Dodge Dealership Property in order to
improve and restore the Dodge Dealership Property; and
WHEREAS, Tri- Fortune desires to acquire from the Developer a portion of the Dodge
Dealership Property to provide access from the Ryan Dealership Property to the new 68
Avenue North access intersection to be created as part of the Boulevard Reconstruction Project
and has agreed to combine as one parcel of record the Ryan Dealership Property and a portion of
the Dodge Dealership Property (as hereinafter defined, the "Ryan Expansion Property ") at such
time as Tri- Fortune acquires the Ryan Expansion Property from the Developer; and
WHEREAS, the EDA has been authorized by the City and by Minnesota Statutes Section
469.090 to 469.1081 to carry out a redevelopment plan (as hereinafter defined, the
"Redevelopment Plan") for an area in the City established in Modified Redevelopment Plan for
Housing Development and Redevelopment Project No. 1; and
s WHEREAS, the Boulevard Reconstruction Project, the Dodge Dealership Property, the
Ryan Dealership Property and the Development Property are all located within the
Redevelopment Plan area; and
WHEREAS, the EDA has determined to assist the Developer with the acquisition of the
Development Property in order to construct the Project (as hereinafter defined); and
WHEREAS, the Developer is willing to sell a portion of the Dodge Dealership Property,
herein referred to as the Ryan Expansion Property, to Tri- Fortune in order to provide access to
the new 68 Avenue North access intersection and to expand the car dealership facilities located
on the Ryan Dealership Property; and
WHEREAS, the EDA believes that the development and construction of the Project, the
completion of the Boulevard Reconstruction Project and the fulfillment of this Agreement are
vital and are in the best interests of the EDA and the City, the health, safety, morals and welfare
of residents of the City, and in accordance with the public purpose and provisions of the
applicable state and local laws and are in furtherance of the Redevelopment Plan; and
WHEREAS, the EDA believes that the development and construction of the Project and
the completion of the Boulevard Reconstruction Project and the fulfillment of this Agreement are
particularly vital to the safety of residents of the City in that it will provide a safe means of
access to both the Dodge Dealership Property and the Ryan Dealership Property from Brooklyn
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Boulevard by virtue of 68 Avenue North access intersection which will be a signalized
intersection; and
WHEREAS, it is contemplated that the work to be carried out hereunder by the EDA and
the County, shall be done, in part, under the provisions of Minnesota Statutes 1992, Section
162.17, Subdivision 1 and Section 471.59.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
Agreement means this Development Agreement, as the same may be from time to time
modified, amended or supplemented;
Bijz Wheel Parcel means that portion of the Development Property owned by the County
as described on Exhibit B and depicted on Exhibit B -1 hereto;
Boulevard Plans means the plans and specifications on file with the County for the
Boulevard Reconstruction Project;
Boulevard Reconstruction Project means the reconstruction of County State Aid Highway
152 (Brooklyn Boulevard) between 64 Avenue North and 71 Avenue North, County Project
No. 9322;
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
Business Subsidy means a state or local government agency grant, contribution of
personal property, real property, infrastructure, the principal amount of a loan at rates below
those commercially available to the recipient, any reduction or deferral of any tax or any fee, any
guaranty of any payment under any loan, lease, or other obligation, or any preferential use of
government facilities given to a business;
Car -X Parcel means that portion of the Development Property to be acquired by the EDA
as described on Exhibit B and depicted on Exhibit B -1 hereto;
Certificate of Completion means that Certificate of Completion described in Section 4.4
hereof;
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City means the City of Brooklyn Center, Minnesota;
Closing means the consummation of the sale and purchase of the Development Property
as described in Section 3.1(a) hereof;
Commitment means the title insurance commitment covering the Ryan Expansion
Property described in Section 2.7 (a) hereof;
Contingencv Date means July 1, 2001;
Countv means Hennepin County, Minnesota;
Cure Period means the cure period described in Section 2.7(b) hereof;
Date of Closing means the date of closing as described in Section 3.1(a) hereof;
Dodge Dealership Property means the real property now owned by the Developer and
described in Exhibit A and depicted on Exhibit A -1 hereto;
Deed means the deed by which the Development Property is conveyed by the EDA to the
Developer, as provided in Section 3.1(a) hereof;
Developer means Bri-Mar Company, Inc., its successors and assigns;
Develop_ er Default means an Event of Default by Developer as described in Section 7.1
hereof;
Development Propertv means the Total Parcel, the Big Wheel Parcel and the Car -X
Parcel described in Exhibit B and depicted on Exhibit B -1 hereto;
EDA means the Economic Development Authority of Brooklyn Center, Minnesota;
Environmental Law means the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Sec. 96.01 et seg, the Resource Conservation and Recovery Act, 42
U.S.C. sec. 69.01 et se g. the Hazardous Materials Transportation Act, 49 U.S.C. sec. 1802 et
seq., the Toxic Substances Control Act, 15 U.S.C. sec. 2601 et sea., the Clean Water Act, 33
U.S.C. sec. 1251 et sea., the Clean Air Act, 42 U.S.C. sec. 7401 et seq. the Minnesota
Environmental Response and Liability Act, Minn. Stat. ch. 115B, the Minnesota Petroleum Tank
Release Cleanup Act, Minn. Stat. ch. 115C, and any other federal, state, county, municipal, local
or other statute, law, ordinance or regulation which may relate to or deal with human health or
the environment, all as may be from time to time amended;
Event of Default means any of the events described in Section 7.1 hereof;
Expansion Propertv Permitted Exceptions means those title and survey matters appearing
in the Commitment, the Updated Commitment and/or the Survey and not objected to by Tri-
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Fortune (including also such Objections as are waived by Tri- Fortune) as provided in Section
2.7(a) hereof;
Final Plans means the final plans and specifications for the Project based upon the
Preliminary Plans and approved by the EDA in accordance with Section 4.2 hereof;
Hazardous Substance means asbestos, ureaformaldehyde, polychlorinated biphenyls,
nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens,
petroleum products and by- products and other dangerous, toxic or hazardous pollutants,
contaminants, chemicals, materials or substances listed or identified in, or regulated by, any
Environmental Law;
Joint Access Easement means that certain reciprocal joint access easement agreement to
be made by the Developer and Tri- Fortune as described in Section 5.1 hereof, the area of which
easement is depicted on Exhibit K hereto;
Lease means that certain lease agreement to be made by the Developer and Tri- Fortune as
described in Section 5.1 hereof;
Letter of Credit (Developer) means the letter of credit to be provided by the Developer in
favor of the EDA in accordance with Section 3.1(b)(ii) hereof, as the same may be extended,
amended or replaced in accordance with Section 3.6 hereof;
Letter of Credit (Tri- Fortune) means the letter of credit to be provided by Tri- Fortune in
favor of the EDA in accordance with Section 5.1(b) hereof, as the same may be extended,
amended or replaced in accordance with Section 5.2 hereof;
Liabilitv Assurance Letters means those letters issued by the MPCA and described in
Section 3.3(f) hereof;
MPCA means the Minnesota Pollution Control Agency;
Obiections means those survey and title objections of Tri- Fortune referred to in Section
2.7(a) hereof;
Pendins? Proceedines means that certain Hennepin County condemnation proceeding
identified as Condemnation No. CD -2587, Parcel Nos. 51, 52 and 53;
Permitted Encumbrances means the Joint Access Easement and those encumbrances,
liens, easements, covenants, declarations, restrictions and other title matters referred to in Exhibit
C hereto;
Petroleum means liquid petroleum products as defined in Minn. Stat. § 296A.01, new and
used lubricating oils, and new and used hydraulic oils used in lifts to raise motor vehicles or farm
equipment and for servicing or repairing motor vehicles or farm equipment;
•
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Preliminary Plans means the reli
p minary site plan for the Project attached as Exhibit D
hereto;
Project means the approximately 11,000 square foot car dealership facility to be located,
in part, on the Development Property and to be constructed by Developer in accordance with this
Agreement and substantially in accordance with the Final Plans;
Redevelopment Plan means the City's Modified Redevelopment Plan for Housing
Development and Redevelopment Project No. 1 prepared December 12, 1994, adopted
December 19, 1994;
Rvan Expansion Property means that portion of the Dodge Dealership Property depicted
on Exhibit H hereto to be sold by the Developer to Tri- Fortune as provided in Section 5.1 hereof;
Rvan Dealership ProDertv means the real property now owned by Tri- Fortune and
described in Exhibit I and depicted on Exhibit I -1 hereto;
State means the State of Minnesota;
Survey means the survey of the Ryan Expansion Property to be provided by the
Developer as described in Section 2.7(c) hereof,
Title ComDanv means the title insurance company issuing the Commitment as referred to
in Section 2.7(a) hereof;
Total Parcel means that portion of the Development Property owned by the County
described on Exhibit B and depicted on Exhibit B -1 hereto;
Tri- Fortune means Tri- Fortune Properties, Inc., a Minnesota corporation, its successors
and assigns;
Tri- Fortune Default, means an Event of Default by Tri- Fortune as described in Section 7.1
hereof;
Unavoidable Delav means any delays, outside the control of the party claiming its
occurrence, which are the direct result of strikes, other labor troubles, unusually severe or
prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced
by third parties which, by injunction or other similar judicial action or by the exercise of
reasonable discretion, directly results in delays, any delays resulting from adverse soil or
environmental conditions, or acts of any federal, state or local governmental unit which directly
result in delays or any other act or event (which does not include adverse market conditions) the
risk of which was not expressly assumed by the Developer in a contract with the party who was
responsible for the delay. With respect to any deadline set forth herein which is made subject to
Unavoidable Delay, time lost as a result of any Unavoidable Delay shall be added to extend the
deadline by the number of days lost as a result of the Unavoidable Delay;
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Undated Commitment means the update of the Commitment described in Section 2.7(a)
hereof;
VIC Program means the Voluntary Investigation and Cleanup program of the MPCA; and
VPIC Program means the Voluntary Petroleum Investigation and Cleanup program of the
MPCA.
ARTICLE II
REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS
Section 2.1. Representations and Warranties of the EDA. The EDA makes the
following representations and warranties:
(a) The EDA is a body corporate and politic and has the power to enter into this
Agreement and carry out its obligations hereunder and has duly authorized the execution,
delivery and performance of this Agreement by action of its Board.
(b) The EDA makes no representation or warranty, either express or implied, as to the
Development Property or its condition or the soil conditions thereof, or that the Development
Property will be suitable for the Developer's purposes or needs.
(c) The activities and the development contemplated by this Agreement are in
conformance with the objectives set forth in the Redevelopment Plan.
(d) The EDA will use reasonable efforts to obtain, without the payment of
compensation, on or before June 1, 2001, the permission of the owner of the Car -X Parcel to
allow the County access to the Car -X Parcel for purposes of performing an environmental
assessment of the Car -X Parcel. If such permission is not obtained on or before June 1, 2001, the
EDA will seek a court order to permit access to the Car -X Parcel for purposes of such
environmental testing pursuant to Minn. Stat. § 117.042, provided that neither the EDA nor the
County shall have any liability for failure to obtain such court order.
(e) The EDA will use reasonable efforts to acquire and hold title to the Development
Property.
(f) The EDA will use reasonable efforts to obtain judicial review of the petition for
condemnation within ninety (90) days of the date of completing service of the petition upon all
respondents.
(g) The EDA is entering into this Agreement to facilitate the Boulevard
Reconstruction Project. In order to accomplish that objective, in lieu of undertaking certain
condemnation proceedings or in order to settle certain pending condemnation proceedings, the
EDA has agreed to undertake certain activities including, but not limited to, the acquisition and
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conveyance of certain real property to the Developer. In consideration of the EDA's obligations
under this Agreement, the Developer and Tri- Fortune have agreed to undertake certain
obligations, the performance of which constitute fair and adequate consideration for the
obligations of the EDA under this Agreement. Therefore, the activities of the EDA under this
Agreement do not constitute a Business Subsidy.
Section 2.2. Representations and Warranties of the Countv. The County makes the
following representations and warranties:
(a) The County is a body corporate and politic and has the power to enter into this
Agreement and carry out its obligations hereunder and has duly authorized the execution,
delivery and performance of this Agreement by action of its Board of Commissioners.
(b) Except for those representations, warranties and obligations of the County as
described in Sections 3.3 and 3.4 hereof, the County makes no representation or warranty, either
express or implied, as to the Development Property or its condition or the soil conditions thereof,
or that the Development Property will be suitable for the Developer's intended purposes or needs.
(c) The County shall perform its remediation, demolition and soil compaction
obligations as described in Sections 3.3 and 3.4 hereof.
(d) The County will cause access to be available from the Ryan Dealership Property
and the Ryan Expansion Property to Brooklyn Boulevard over existing or new curb cuts during
the construction of the Boulevard Reconstruction Project, but the County does not warrant or
represent the location of such curb cuts or that full right and left access will be available.
(e) The County is entering into this Agreement to facilitate the Boulevard
Reconstruction Project. In order to accomplish that objective, in lieu of undertaking certain
condemnation proceedings or in order to settle certain pending condemnation proceedings, the
County has agreed to undertake certain activities including, but not limited to, the acquisition and
conveyance of certain real property to the EDA, which will convey the same to the Developer.
In consideration of the County's obligations under this Agreement, the Developer and Tri-
Fortune have agreed to undertake certain obligations, the performance of which constitute fair
and adequate consideration for the obligations of the County under this Agreement. Therefore,
the activities of the County under this Agreement do not constitute a Business Subsidy.
Section 2.3. Representations and Warranties of the Developer. The Developer makes
the following representations and warranties:
(a) The Developer is a corporation duly organized and in good standing under the
laws of the State and is not in violation of any provisions of its articles of incorporation, bylaws
or the laws of the State.
(b) The Developer has power to enter into this Agreement and to perform its
obligations hereunder, and has duly authorized the execution, delivery and performance of this
Agreement by action of its Board of Directors.
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(c) The Developer will cause the Project to be constructed in substantial accordance
with the Final Plans, and in accordance with the terms of this Agreement, and all local, state and
federal laws and regulations (including, but not limited to, environmental, zoning, energy
conservation, building code and public health laws and regulations).
(d) The Developer will obtain, or cause to be obtained, all required permits, licenses
and approvals, and will meet all requirements of all applicable state, local and federal laws and
regulations which must be obtained or met before the Project, or any part thereof, may be
lawfully commenced and constructed.
(e) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(f) There are no pending or threatened legal proceedings of which the Developer is
aware which if successful would threaten the economic viability of the Developer or the validity
or enforceability of this Agreement or which would restrain or enjoin the transactions
contemplated by this Agreement.
(g) The Developer has sufficient funds and/or financial commitments to finance the
acquisition of the Development Property and the construction of the Project as required herein.
(h) The Developer is a knowledgeable and experienced purchaser of commercial
property and has made a detailed review and investigation of the Development Property and is
relying upon its own review and investigation in deciding to acquire and develop the
Development Property. Neither the EDA, the County, the City, nor any principal, agent,
attorney, employee, broker, or other representative of the EDA or the City or the County, has
made any representation or warranty of any kind whatsoever, either express or implied, with
respect to the Development Property or with respect to the use, condition, occupation or
management of the Development Property, suitability of the Development Property for the
Developer's intended use, compliance of the Development Property with applicable statutes,
laws, codes, ordinances, regulations or requirements or compliance of the Development Property
with covenants, conditions, and restrictions, whether or not of record, or any matter related
thereto. Except for those obligations of the County relating to the demolition of the existing
improvements and soil compaction work as set forth in Section 3.4 hereof and the environmental
remediation work by the County as set forth in Section 3.3 hereof, the Developer is not relying
on any warranty, representation, or covenant, express or implied, with respect to the condition of
the Development Property, and the Developer is acquiring the Development Property in its
"as -is" condition with all faults.
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I
(i) The Developer will comply with all requirements of the Shingle Creek Watershed
District in connection with the development of the Development Property and the construction of
the Project.
0) All signs to be placed or constructed on the Development Property shall comply
with the requirements of the signage ordinances of the City.
(k) The Developer is and on the Closing Date will be the owner of the Ryan
Expansion Property in fee simple title, free and clear of all liens, encumbrances and restrictions
of any kind, except for Expansion Property Permitted Exceptions.
(1) To the Developer's best knowledge, no Hazardous Substance is located in, on or
about the Ryan Expansion Property, including, without limitation, the improvements thereon;
prior to Closing, the Developer will not generate, treat, release or dispose of any Hazardous
Substance or otherwise place, deposit in or locate any Hazardous Substance on the Ryan
Expansion Property, except that it may store, use and properly dispose of off site reasonable
quantities of any Hazardous Substance which is customarily used in the ordinary course of
operating an automobile dealership show room and vehicle inventory storage lot on the Ryan
Expansion Property.
(m) To the Developer's best knowledge, there are no wells, either in use, not in use or
sealed, located on the Ryan Expansion Property.
(n) To the Developer's best knowledge, there are no underground tanks, in- ground
hoists or septic systems located on the Ryan Expansion Property, and there were no above-
ground or underground tanks, in- ground hoists or septic systems located on the Ryan Expansion
Property which have been removed.
Section 2.4. Representations and Warranties of Tri- Fortune,. Tri- Fortune makes the
following representations and warranties:
(a) Tri- Fortune is a corporation duly organized and in good standing under the laws
of the State, and is not in violation of any provisions of its articles of incorporation, bylaws, or
the laws of the State.
(b) Tri- Fortune has power to enter into this Agreement and to perform its obligations
hereunder, and has duly authorized the execution, delivery and performance of this Agreement
by action of its Board of Directors.
(c) Tri- Fortune will cause any work or improvements to be performed or installed by
it on the Ryan Expansion Property and the Ryan Dealership Property to be constructed in
accordance with all local, state and federal laws and regulations (including, but not limited to,
environmental, zoning, energy conservation, building code and public health laws and
regulations).
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(d) Tri- Fortune will obtain, or cause to be obtained, all required permits, licenses and
approvals, and will meet all requirements of all applicable state, local and federal laws and
regulations which must be obtained or met before any work or improvements to be performed or
installed by it on the Ryan Expansion Property or the Ryan Dealership Property, or any part
thereof, may be lawfully commenced and constructed, but only to the extent the Developer is not
required to obtain such permits, licenses or approvals to satisfy the Developer's obligations under
this Agreement.
(e) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which Tri- Fortune is now a party or by which it is
bound, or constitutes a default under any of the foregoing.
(f) There are no pending or threatened legal proceedings of which Tri- Fortune is
aware which if successful would threaten the economic viability of Tri- Fortune or the validity or
enforceability of this Agreement or which would restrain or enjoin the transactions contemplated
by this Agreement.
(g) Tri- Fortune has sufficient funds and/or financial commitments to finance the
acquisition of the Ryan Expansion Property.
(h) Tri- Fortune is a knowledgeable and experienced purchaser of commercial
property and has made a detailed review and investigation of the Ryan Expansion Property and is
relying upon its own review and investigation in deciding to acquire and develop the Ryan
Expansion Property. Except for the representations and warranties of the Developer as made in
Section 2.3 hereof, neither the EDA, the County, the City, the Developer, nor any principal,
agent, attorney, employee, broker, or other representative of the EDA or the City or the County
or the Developer has made any representation or warranty of any kind whatsoever, either express
or implied, with respect to the Ryan Expansion Property or with respect to the use, condition,
occupation or management of the Ryan Expansion Property, compliance of the Ryan Expansion
Property with applicable statutes, laws, codes, ordinances, regulations or requirements or
compliance of the Ryan Expansion Property with covenants, conditions, and restrictions, whether
or not of record, or any matter related thereto. Except for the representations and warranties of
the Developer as made in Section 2.3 hereof, Tri- Fortune is not relying on any warranty,
representation, or covenant, express or implied, with respect to the condition of the Ryan
Expansion Property, and Tri- Fortune is acquiring the Ryan Expansion Property in its "as-is"
condition with all faults.
(i) Tri- Fortune will comply with all requirements of the Shingle Creek Watershed
District in connection with any improvements to be constructed by Tri- Fortune on the Ryan
Expansion Property or the Ryan Dealership Property.
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(j) All signs to be placed or constructed on the Ryan Expansion Property and the
Ryan Dealership Property shall comply with the requirements of the signage ordinances of the
City.
Section 2.5. Certain Covenants and Aereements of the Developer. The Developer
makes the following covenants and agreements for the benefit of the EDA and, where
specifically indicated, for the benefit of Tri- Fortune:
(a) The Developer will cooperate with the EDA, the City and the County with respect
to the eminent domain proceeding for the acquisition of the Development Property and any
litigation commenced with respect to the Project.
(b) The Developer will cooperate with the EDA, the City and the County in
resolution of any traffic, access, parking, trash removal or public safety problems which may
arise in connection with the construction and operation of the Project and/or the Boulevard
Reconstruction Project, provided the Developer shall not be required to pay for, nor shall the
Development Property or the Dodge Dealership Property be assessed for, installation of
semaphores in connection with the Boulevard Reconstruction Project or the widening and
reconstruction of the 68 Avenue and Brooklyn Boulevard intersection.
(c) The Developer shall cause, at its expense and effective as of the date that the
Development Property is conveyed by the EDA to the Developer, certain properties to be
replatted as provided in Section 6.1 hereof, and shall comply with all subdivision requirements
and apply for all subdivision approvals in connection therewith.
(d) The Developer shall perform and pay all costs of geotechnical work and/or soil
corrections work, if any, on the Development Property, except for such demolition, soil
compaction and environmental remediation work as the County is obligated to perform as
provided in Sections 3.3 and 3.4 hereof.
(e) In connection with the design, construction, operation, maintenance and use of the
Project, the Developer shall comply with all state, local and federal codes, ordinances and laws
relating thereto.
(f) The Developer will not make any use of the Development Property which does
not conform to the Redevelopment Plan. This obligation shall run with the land and be included
in the Deed.
(g) Prior to the later of (i) one year following the Date of Closing, or (ii) substantial
completion of the Project in accordance with the Final Plans as certified to by the EDA, the
Developer agrees that it will not convey, transfer, assign, mortgage or otherwise encumber or
otherwise dispose of or transfer the Development Property, or any part thereof, without the prior
written consent of the EDA, provided that the EDA hereby consents to an assignment made by
the Developer in accordance with the provisions of Section 10.8 hereof, and further provided that
the Developer may place a mortgage against the Development Property for purposes of financing
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the construction of the Project. This obligation shall run with the land and be included in the
Deed.
(h) The Developer agrees that no discrimination because of race or religious, political
or other affiliations will be allowed or permitted to occur in the use of any portion of the
Development Property. This obligation shall run with the land and be included in the Deed.
(i) The Developer agrees, for the benefit of both the EDA and Tri- Fortune, to
demolish and remove the existing new car showroom now located on the Dodge Dealership
Property (and the Ryan Expansion Property) in accordance with the requirements of Section 5.5
hereof.
0) The Developer agrees, for the benefit of both the EDA and Tri- Fortune, to take no
action to change, nor permit to suffer or accrue any change in, the title to the Ryan Expansion
Property after Tri- Fortune has provided the written notice specified in Section 3.1(b)(viii) hereof,
except to cure Objections made by Tri- Fortune.
Section 2.6. Certain Covenants and Agreements of Tri- Fortune. Tri- Fortune makes the
following covenants and agreements for the benefit of the EDA:
(a) Tri- Fortune will cooperate with the EDA, the City and the County in resolution of
any traffic, access, parking, trash removal or public safety problems which may arise in
connection with the construction and operation of the Boulevard Reconstruction Project and/or
any improvements located upon the Ryan Expansion Property, provided Tri- Fortune shall not be
obligated to participate in, and the Ryan Expansion Property shall not be assessed for,
installation of semaphores for the Boulevard Reconstruction Project or the widening and
reconstruction of the 68` Avenue and Brooklyn Boulevard intersection.
(b) Tri- Fortune shall cause, at its expense and effective as of the date that the
Development Property is conveyed by the EDA to the Developer, certain properties to be
replatted as provided in Section 6.2 hereof, and shall comply with all subdivision requirements
and apply for all subdivision approvals in connection therewith.
Section 2.7. Certain Agreements of the Developer and Tri- Fortune Regarding the Rvan
Expansion Propertv. The Developer and Tri- Fortune agree as follows:
(a) The Developer shall within twenty (20) days of the date of this Agreement, at its
sole expense, have prepared and delivered to Tri- Fortune, the Survey and a commitment for an
owner's policy of title insurance ( "Commitment ") covering the Ryan Expansion Property and its
appurtenant easements, if any, with an effective date no earlier than the date of this Agreement,
together with legible copies of all exceptions to title disclosed in the Commitment, setting forth
the state of title of the Ryan Expansion Property and all exceptions to coverage which would
appear in an ALTA Form 1970 Owner's Policy of Title Insurance if issued (the title company
which underwrites such insurance is hereinafter called the "Title Company "). The Commitment
shall be updated and in delivered to Tn- Fortune not more than five 5 days prior to Closing
p aga d 1 r () Y P
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(the "Updated Commitment "). If within ten (10) days following the receipt by Tri- Fortune of the
Commitment and the Survey, or within three (3) days following the receipt of the Updated
Commitment, Tri- Fortune determines that the status of title reflected therein is unacceptable, Tri-
Fortune shall so notify the Developer, the County and the EDA in writing, specifying such
ob matters (the "Objections "). Tri- Fortune may not object to matters contained in the
Updated Commitment which were not previously objected to within said ten (10) day period
following delivery of the Commitment and the Survey. If Tri- Fortune fails to notify the
Developer, the County and the EDA in writing of the objections within the applicable review
period, title shall be deemed accepted subject to the conditions set forth in the last issued
Commitment or Updated Commitment, as applicable, and the Survey; all such title and survey
matters appearing or shown in the Commitment, the Updated Commitment and/or the Survey
which are not objected to as provided herein are referred to herein as the "Expansion Property
Permitted Exceptions."
(b) The Developer shall have a period of fifteen (15) days following the receipt of
such notice from Tri- Fortune relating to the Commitment and the Survey, or five (5) days with
respect to receipt of such notice relating to the Updated Commitment, to provide a cure
acceptable to Tri- Fortune for the Objections (the "Cure Period "). If the expiration of the Cure
Period occurs after the scheduled Date of Closing, the Closing shall automatically be extended
until two (2) days after the expiration of the Cure Period. If the Developer is unable to cure
Objections or arrange for the cure of Objections within such Cure Period in a manner reasonably
acceptable to Tri- Fortune, Tri- Fortune may, within ten (10) days following the expiration of such
Cure Period, either elect to terminate this Agreement or perform this Agreement with the right to
take title to the Ryan Expansion Property at Closing and deduct from the Ryan Purchase Price,
the amount of liens, encumbrances or title cure charges of a definite or ascertainable amount.
Tri- Fortune shall give to the Developer, the County and the EDA notice of its election within
said ten (10) day period. If Tri- Fortune fails to notify the Developer, the County and the EDA of
such election within said ten (10) day period, Tri- Fortune will be deemed to have elected to
terminate this Agreement.
(c) Within twenty (20) days of the date of this Agreement, the Developer shall have
provided to Tri- Fortune and the Title Company a survey of the Ryan Expansion Property with
the certification date no earlier than the date of this Agreement (the "Survey "). The Survey shall
be conducted by a registered professional surveyor acceptable to Tri- Fortune and shall:
(i) Be made on the ground with iron pins at each respective comer of the
Ryan Expansion Property;
(ii) Locate all existing easements that are visible or known to the surveyor or
recorded (and, if recorded, setting forth book and page number);
(iii) All streets and roads;
(iv) Show all encroachments;
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(v) Show all existing improvements, such as buildings, power lines, fences
and related matters;
(vi) Show all wetlands and flood plain boundaries, if applicable;
(vii) Comply with all ALTA standards necessary to issue the title policy
referred to in the Commitment;
(viii) Show the boundaries and exact acreage of the Ryan Expansion Property;
and
(ix) Identify and depict the area of the proposed Joint Access Easement;
At Closing Tri- Fortune shall reimburse the Developer fifty percent (50 %) of the cost incurred in
connection with obtaining the Survey.
(d) Within ten (10) days of the date of this Agreement, the Developer shall deliver to
Tri- Fortune true and complete copies of the following to the extent the same are in the
Developer's possession or control:
(i) Copies of all plans and specifications, blueprints, operating manuals,
licenses, soil reports, engineering reports and other information pertaining to the Ryan
Expansion Property.
(ii) Copies of any environmental audits and reports concerning the Ryan
Expansion Property and all other documents relating to the discharge and/or remediation
of any Hazardous Substance in, on or about the Ryan Expansion Property.
(e) The Developer hereby grants to Tri- Fortune, its agents and designees, the right, at
times reasonably acceptable to the Developer and Tri- Fortune (which shall be agreed upon), to
enter upon and inspect, analyze and test the Ryan Expansion Property and its various
components, including, without limitation, the land and improvements, for all reasonable
purposes, including, without limitation, the presence of any Hazardous Substance. Tri- Fortune
shall pay the cost of all investigations, analyses and tests which are ordered by Tri- Fortune. Tri-
Fortune hereby agrees to indemnity, defend (utilizing counsel reasonably acceptable to the
Developer) and hold the Developer harmless from any claims, damage, costs and liability
(including, without limitation, reasonable attorney's fees) resulting from the entering upon the
Ryan Expansion Property or the performing of any of the analyses, tests or inspections referred
to in this subsection; however, nothing contained herein shall be deemed to require Tri- Fortune
to hold the Developer harmless from any liability for environmental remediation or repairs
arising out of conditions discovered by Tri- Fortune. Tri- Fortune shall be responsible, at Tri-
Fortune's sole expense, to repair any damage resulting from Tri- Fortune's performance of such
tests of inspections. The provisions of this subsection shall survive the Closing or termination of
this Agreement.
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ARTICLE III
DEVELOPMENT PROPERTY
Section 3.1. Acauisition of Development Provertv.
(a) On or before December 1, 2001 (or such later date as may be approved in writing
by the EDA, the County, the Developer and Tri- Fortune), and so long as the conditions set forth
in subsection (b) below have been satisfied, (i) the EDA and the County shall use their
reasonable efforts to acquire (by outright purchase or through the exercise of the power of
eminent domain) the Development Property and convey fee title to such Development Property
(which conveyance will be made by the EDA) to the Developer by quit claim deed subject only
to Permitted Encumbrances and those conditions and restrictions as provided in this Agreement,
the form of which quit claim deed is attached hereto as Exhibit L, and (ii) the County will use its
reasonable efforts to complete its demolition, soil compaction and environmental remediation
obligations as described in Sections 3.3 and 3.4. It is understood that the Total Parcel and the
Big Wheel Parcel portions of the Development Property have previously been acquired by the
County, and the Car -X Parcel portion of the Development Property will be acquired by the EDA.
The conveyance of the Car -X Parcel will be made by the EDA to the Developer. The
conveyance of the Total Parcel and Big Wheel Parcel will be made by the County to the EDA,
and thereupon conveyed by the EDA to the Developer. The Developer shall accept such
conveyance and simultaneously therewith pay to the EDA and the County as and for the
purchase price thereof the amount of $300,000 (the "Development Purchase Price ") by cashier's
check or wire transfer of immediately available funds. The closing ( "Closing ") for the
conveyance of the Development Property shall take place in the offices of Briggs and Morgan,
P.A., in St. Paul, Minnesota at a date and time established by the EDA (and agreed to by the
County) (the "Date of Closing ") in a written notice given by the EDA to the Developer and Tri-
Fortune no later than ten (10) days immediately preceding the Date of Closing, provided that the
Closing shall not occur until the obligations of the County as described in Sections 3.3 and 3.4
hereof have been substantially completed, and further provided that the Closing shall be subject
to postponement as provided in Section 2.7(b) hereof. Notwithstanding the foregoing, the
Closing shall occur prior to the substantial completion by the County of those obligations set
forth in Section 3.3 and 3.4 hereof if either (x) the County is proceeding in good faith to
complete the same and the County has delivered or caused to be delivered to the Developer the
Liability Assurance Letters, or (y) the County has met the conditions specified in Section 3.30).
Provided the Developer has timely performed its obligations hereunder, exclusive possession of
the Development Property shall be given to the Developer on the Date of Closing. The EDA and
the County shall be responsible for the acquisition of the Development Property and the
relocation of the occupants thereof. The Developer shall pay all closing costs and the costs of
recording the quit claim deed, including deed tax on such recording.
(b) The obligation of the EDA to commence the acquisition of the Car -X Parcel
portion of the Development Property is subject to satisfaction of the following conditions
precedent:
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(i) No Event of Default shall have occurred and be continuing under this
Agreement;
(ii) The Developer shall provide to the EDA on or before the Contingency
Date a $700,000 irrevocable letter of credit in the form attached hereto as Exhibit E from
a state or national bank issuer reasonably satisfactory to the EDA;
(iii) Tri- Fortune shall provide to the EDA on or before the Contingency Date a
$440,000 irrevocable letter of credit in the form attached hereto as Exhibit E -1 from a
state or national bank issuer reasonably satisfactory to the EDA;
(iv) Receipt by the EDA from the Developer and Tri- Fortune on or before the
Contingency Date of the form of the Joint Access Easement and the Lease approved in
writing by the Developer and Tri- Fortune and persons or entities having an interest
therein, including without limitation, all lien holders and occupants of the property
affected by the Joint Access Easement and/or the Lease;
(v) The EDA, the City and the County have executed and delivered on or
before the Contingency Date a mutually satisfactory agreement relating to the sharing of
certain costs to be incurred in connection with the acquisition of the Development
Property and related matters;
(vi) Approval in writing of the Final Plans by the EDA;
(vii) The Developer, Tri- Fortune, the County and all other necessary parties
identified by the County shall have executed and delivered to the County a stipulation in
form and substance satisfactory to the County pursuant to which all claims, proceedings,
appeals and actions in the Pending Proceedings will be suspended and tolled until the
earlier of (x) the Closing, and (y) the date this Agreement is terminated. Upon Closing,
all respondents in the Pending Proceedings shall deliver the releases described in Sections
3.7(b) and 5.4(a), and all such respondents shall dismiss, with prejudice, their claims in
the Pending Proceedings;
(viii) Tri- Fortune shall have examined the current status of title, including
without limitation the Commitment and the Survey, to the Ryan Expansion Property and
shall have notified the Developer, the EDA and the County in writing that it will accept,
without condition, such title to the Ryan Expansion Property on the Date of Closing;
(ix) The County has performed environmental due diligence, including all such
studies and testing as the County deems necessary, on the Car -X Parcel, and the County
and the EDA have agreed, in their absolute and sole discretion, that the environmental
condition thereof is acceptable to the County and the EDA and that the County is willing
to perform, any required environmental remediation on the Car -X Parcel, if any such
remediation is necessary; and
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(x) Tri- Fortune shall have approved the physical and environmental condition
of the Ryan Expansion Property and shall have notified the Developer, the EDA and the
County in writing that it will accept the same.
In the event the contingencies described in this Section 3.1(b) are not fulfilled and satisfied (or
waived by the EDA at its sole discretion) on or before the Contingency Date, the EDA and the
County shall have no obligation to either acquire or convey the Development Property to the
Developer and this Agreement shall terminate. Neither the EDA nor the County shall have any
liability or obligation to any party for failure to fulfill or satisfy such contingencies. In the event
the contingencies described in Sections 3.1(b)(viii) and (x) are not fulfilled and satisfied (or
waived by Tri- Fortune at its sole discretion) on or before the Contingency Date, Tri- Fortune may
terminate this Agreement by written notice to the County, the EDA and the Developer on or
before the Contingency Date.
(c) The Development Property shall be acquired by negotiated purchase or through
the power of eminent domain pursuant to Minnesota Statutes, Chapter 117. The EDA agrees to
pursue its acquisition responsibilities in an expeditious manner, including use of the "quick take"
condemnation process. Developer acknowledges that neither the EDA nor the County can, and
does not, warrant the successful conclusion of any eminent* domain action or the quick take
procedures or the accomplishment of any particular result or timetable because of the variables
inherent in any litigation.
Section 3.2. Hazardous Substance: Indemnity of EDA by Countv.
(a) If the EDA acquires the Development Property or any portion thereof, then as to
the portion acquired by or conveyed to the EDA (whether by outright purchase or through the
exercise of the power of eminent domain or by conveyance from the County), the County hereby
agrees to defend, indemnify and hold harmless the EDA, its officers, employees, agents,
successors and assigns (hereinafter collectively referred to as the "Indemnitees ") from and
against, and shall reimburse each such Indemnitee for, any and all loss, claim, liability, damage,
judgment, penalty, injunctive relief, injury to person, property or natural resources (including all
costs associated therewith), cost, expense, action or cause of action arising as a result of any past,
present or future existence, use, handling, storage, transportation, manufacture, release or
disposal (collectively the "Occurrence ") of any Hazardous Substance in, on or under the
Development Property (hereafter collectively referred to as "Loss "), provided that the County's
indemnity for a Loss with respect to an Occurrence occurring after the date the EDA acquires
title to the Development Property shall be limited as provided in Section 3.2(d) hereof. The
foregoing indemnification against Loss includes, without limitation, indemnification against all
costs in law or in equity of removal, response, investigation, or remediation of any kind, and
disposal of such Hazardous Substance, all costs of determining whether the Development
Property is in compliance with, and of causing the Development Property to be in compliance
with, all applicable Environmental Laws, and the Indemnitees' reasonable attorneys' and
consultants' fees, court costs and expenses incurred in connection with any thereof.
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(b) The obligations of the County to indemnify the Indemnitees shall survive
termination of this Agreement and the conveyance by the EDA to the Developer of title to all or
any part of the Development Property. The rights of the Indemnitees hereunder shall be in
addition to any other rights or remedies which the Indemnitees may have against the
Development Property and the County under this Agreement or any other document or at law or
in equity.
(c) Notwithstanding anything in this Agreement to the contrary, this indemnity shall
not apply to any Loss incurred by any of the Indemnitees as a direct result of grossly negligent or
intentionally wrongful or illegal actions or inactions of any of the Indemnitees or their respective
agents, employees and contractors if and to the extent such actions or inactions of the Indemnitee
are a direct cause of the Loss.
(d) Except as expressly provided for in this Section 3.2(c) hereof, this indemnity shall
remain in full force and effect, including, without limitation, with respect to any Hazardous
Substance which is discovered or released in, on or under the Development Property after the
date the EDA acquires title thereto, but which were introduced in, on or under the Development
Property prior thereto, and with respect to the continuing migration or release of any Hazardous
Substance previously introduced in, on, under or near the Development Property.
(e) This Agreement does not amend or modify any other agreement between the City
and the County relating to environmental matters on the Development Property. It is hereby
expressly acknowledged and agreed that neither the Developer nor Tri- Fortune is a third party
beneficiary of any such agreements between the City and the County.
Section 3.3. Hazardous Substance; Remediation by County; Warranties and
Agreements of the Developer. As part of the Boulevard Reconstruction Project, the County has,
or as of the Closing Date will have, performed phase I environmental assessments and further
investigation recommended in said phase I environmental assessments, and has or will have
enrolled those portions of the Development Property on which the County has or will have
discovered Petroleum or non - Petroleum contaminated soils, in the VPIC Program and/or VIC
Program. As herein provided, the County shall perform remediation and soil compaction in
accordance with the requirements of the MPCA.
(a) Except as provided in Section 3.3 (a) (iii) hereof, and unless otherwise directed by
the MPCA, the County will remove from the Development Property only the Hazardous
Substances and Petroleum contaminated soil that is required to be excavated to complete the
proposed regrading and redevelopment of the Development Property which consists of a planned
slab on grade building and additional parking lot space. The required depth of excavation to
complete the Developer's proposed regrading and redevelopment project will be determined by
the County from the Final Plans prior to the start of contaminated soil cleanup activities.
Wherever the County encounters contaminated soils in the course of its demolition, excavation
and regrading, exceeding the "Standards ", as hereinafter defined, the County will also remove
from the Development Property additional Petroleum and Hazardous Substance contaminated
soil below the required depth of excavation and outside the construction limits as determined
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1146430vll
from the Final Plans to a depth of no more than 13 feet below the ground surface, unless such
removal is prohibited or a greater depth is required by the MPCA. For purposes of this Section
33(a), the "Standards" for soil contamination are: (x) Petroleum contaminated soil that exceeds
the field - screening soil action levels established by the MPCA as described in the MPCA Fact
Sheet #3.6 (April 2000), which are 40 parts per million (ppm) for Petroleum related soil
contamination which is gasoline, as measured by a photoionization detector, and 10 ppm or
visual indications for other Petroleum related contamination which is not gasoline, whether or
nor required by the MPCA, and (y) Hazardous Substance contaminated soil as required by the
MPCA for the purpose of obtaining a no further action determination with respect to soil. In
addition to the foregoing, the County's obligations with respect to the specific parcels comprising
the Development Property are as follows:
(i) The County will enroll the Big Wheel Parcel in the VPIC Program and
will obtain if possible from the MPCA an off -site tank release determination letter and/or
a petroleum leak site file closure letter for the benefit of the County, the EDA, the City
and the Developer and Developer's tenants and mortgage lenders.
(ii) The County (with the cooperation and assistance of the EDA) will enroll
the Car -X Parcel in the VPIC Program and obtain from the MPCA, as appropriate, a
general liability letter and either a petroleum leak site file closure letter or an off -site tank
release determination letter, for the benefit of the County, the EDA, the City and the
Developer and the Developer's tenants and mortgage lenders.
(iii) Notwithstanding any provision of this Agreement to the contrary, the
Developer acknowledges that the Total Parcel is being investigated and remediated by
TPI Petroleum, Inc. and that a petroleum leak site file closure letter will not be issued
until the MPCA determines that contamination of the Total Parcel has been adequately
addressed. The Developer also acknowledges that the County has no control nor
responsibility for investigation nor remediation of any contamination of the Total Parcel,
or for the date on which a petroleum release site file closure letter may be issued for the
Total Parcel. In addition, the County may not be able to remove all Petroleum
contaminated soil which is gasoline exceeding the 40 ppm cleanup Standard described in
Section 33(a) hereof to a depth of 13 feet in the vicinity of the on -site soil and ground
water remediation building, buried piping and utilities, and monitoring wells.
(iv) Notwithstanding the fact that the County shall not be responsible for
remediation on the Total Parcel, the County shall:
(x) Make reasonable efforts to obtain from the MPCA before the
Closing Date assurances that (a) the Developer will not be
responsible for any petroleum or non - petroleum contamination on
Total Parcel by acquiring and developing the Total Parcel as
contemplated by this Agreement; and (b) that the Developer shall
be able to proceed with such development notwithstanding the fact
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1146430vi1
that Total Petroleum, Inc. has not completed its cleanup of the
Total Parcel;
(y) Make reasonable efforts to provide the Developer with a copy of
the remedial action plan of Total Petroleum, Inc., approved by the
MPCA, and evidence that Total Petroleum, Inc. has undertaken to
complete the remediation; and
(z) If Total Petroleum, Inc. abandons its cleanup and the MPCA
requires the County to complete such cleanup, the County will
complete the cleanup approved by the MPCA in said remedial
action plan.
(b) If the County identifies any Hazardous Substance soil contamination which is
non - Petroleum related at the Development Property, the County will enroll the Development
Property in the VIC Program and obtain, as appropriate, from the MPCA a no further action
determination letter with respect to soil and a no association determination letter only for the
benefit of the County, the EDA, the City and the Developer and the Developer's tenants and
mortgage lenders. Unless otherwise directed by the MPCA prior to issuance of the no further
action determination letter, the County will not remove any Hazardous Substance contaminated
soil below a depth of 13 feet even if such soil contamination exceeds the Standards as set forth in
Section 3.3(a).
(c) The Developer acknowledges and agrees that the County will have no obligation
to remediate any ground water contamination of any type on the Development Property, unless
otherwise directed by the MPCA in order to obtain a petroleum leak site file closure letter for the
Big Wheel Parcel and/or the Car -X Parcel.
(d) All remediation work to be done by the County as provided herein will be done in
a diligent and reasonably expeditious manner, as circumstances permit taking into account the
involvement of the MPCA.
(e) The Developer acknowledges and agrees that neither the EDA nor the City has
any obligation to investigate or remediate any Hazardous Substance on the Development
Property, except to the extent that the EDA may be required to cooperate with and assist the
County as provided in Section 3.3(a)(ii) hereof.
(fl Notwithstanding any provisions of this Agreement to the contrary, the County
will have no obligation to do any work relating to the investigation or remediation of any
Hazardous Substance or Petroleum contamination at the Development Property except as
otherwise expressly provided in Section 3.3 (a), (b) and (c) hereof. Effective upon the later of
the issuance of the letters referred to in Section 3.3 (a)(i) and (ii), (b) and (c) hereof (the
"Liability Assurance Letters ") or completion by the County at the County's expense of any
cleanup required by this Agreement or by the MPCA as a condition of delivery of the Liability
Assurance Letters, Developer hereby releases and discharges the County, the EDA and the City
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and their respective officers, employees, agents, successors and assigns, from and against any
Occurrence or Loss (as such terms are defined in Section 3.2 hereof), or both, including without
limitation, all costs, in law or in equity, of removal, responses, investigation, or remediation of
any kind, and the disposal of any Hazardous Substance or Petroleum contamination, all costs of
determining whether the Development Property is in compliance with, and of causing the
Development Property to be in compliance with, all applicable Environmental Laws, and all
attorney's and consultant's fees, court costs and expense in connection with any thereof. The
County's obligation to complete the said cleanup as specified in this Agreement and to obtain the
Liability Assurance Letters shall survive the Closing of the conveyance of the Development
Property to the Developer to the extent the same are not delivered or completed prior to the Date
of Closing.
(g) Following the conveyance of the Development Property by the EDA to the
Developer, the Developer warrants and represents to the EDA and the County that it will not use
or permit the Development Property to be used, whether directly or through contractors, agents
or tenants, for the generating, transportation, treating, storage, manufacture, emission of, or
disposal of any Hazardous Substance, except in accordance with all Environmental Laws. The
Developer agrees to indemnify and reimburse the EDA and the County, their respective
successors and assigns, for any breach of the foregoing representations and warranties and from
loss, damage, expense or cost arising out of or incurred by the EDA and/or the County that is a
result of a breach, misstatement of or misrepresentation of the above representations and
warranties, together with all attorney's fees incurred in connection with the defense of any action
against the EDA and/or the County arising out of the above, except to the extent such loss,
damage, expense or cost is caused by the act or omission of the party seeking indemnity or the
failure of the County or the EDA to perform their respective obligations under this Agreement.
(h) Notwithstanding any provision in this Agreement to the contrary, for purposes of
Section 3.3(a) and (b) only, Hazardous Substance shall mean any commercial chemical
designated pursuant to the Federal Water Pollution Control Act, under United States Code, title
33, section 132 1 (b)(2)(A), any hazardous air pollutant listed pursuant to the Clean Air Act, under
United States Code, title 42, section 7412, and any hazardous waste. Hazardous Substance does
not include natural gas, natural gas liquids, liquefied natural gas, synthetic as usable for fuel, or
mixtures of such synthetic gas and natural gas, nor does it include petroleum, including crude oil
or any fraction thereof which is not otherwise a hazardous waste.
(i) At least one month before the Date of Closing, Developer shall have the right to
review the reports prepared by or available to the County in connection with the environmental
investigation of the Development Property and the right to perform such additional
environmental investigation as the Developer in its sole discretion and at the Developer's sole
expense determines to perform, provided that no additional drillings or soil borings shall be
made without the prior written consent of the County, which consent shall not be unreasonably
withheld. The Developer shall indemnify, defend and hold harmless the County and the EDA
from all claims, liens, expenses, damages, suits, actions, property damage and other proceedings
incurred or asserted as a result of the Developer's (or its contractor's or agent's) activities while
S on or about the Development Property. The Developer shall restore the Development Property
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following such activities. The County and the EDA shall provide the Developer-access to the
Development Property for such investigations to the extent the EDA or the County has access
rights.
0) In the event the County has not obtained all of the Liability Assurance Letters
prior to the scheduled Date of Closing, the Developer shall nevertheless proceed to Close the sale
and purchase of the Development Property if (i) the County has completed its environmental
investigation of the Development Property, (ii) the County provides to the Developer a letter or
letters from the MPCA stating the conditions of issuance of the Liability Assurance Letters and
that the Developer will not be responsible for soil contamination previously identified at the
Development Property by virtue of the Developer's acquisition and development of the
Development Property as provided in the Final Plans, and (iii) the County undertakes to satisfy
the conditions of obtaining the Liability Assurance Letters after Closing pursuant to Section
3.3(f).
Section 3.4. Demolition. The County agrees to demolish and remove, or cause others
to demolish and remove, all existing buildings and structures (including removal of underground
storage tanks) located upon the Development Property and remove all debris therefrom. The
Development Property shall be restored to a flat and level condition by the County. The County
shall not be responsible for the performance of soil correction or geotechnical work on the
Development Property or for the installation or construction of any utility services or other
improvements thereon. The County shall replace, or cause others to replace, contaminated soil
removed from the Development Property by or on behalf of the County as provided in Section
3.3 hereof, if any, with clean and compacted fill (compacted to 95% Standard Proctor Density).
Such demolition work shall be substantially completed by the County prior to Closing.
Section 3.5. Certain Costs. All costs of constructing and installing the Project shall be
paid by the Developer. Neither the EDA or the County shall have any responsibility for
performing any work or making any improvements on the Development Property, except that
work to be done by the County as provided in Sections 3.3 and 3.4 hereof. The EDA shall not be
responsible for or be obligated to pay the cost of any demolition or removal of any existing
improvements on the Development Property or the performance of soil correction or
environmental remediation work thereon, or the installation of any necessary utility services.
Section 3.6. Letter of Credit (Developer). In order to secure the obligation of the
Developer to perform its obligations hereunder, the Developer will deliver to the EDA the Letter -
of Credit (Developer). If an Event of Default occurs hereunder which is not solely a Tri- Fortune
Default, the EDA is hereby authorized to obtain a draw or draws under the Letter of Credit
(Developer) in the full amount thereof. Such amount shall be held by the EDA and either
applied to the Development Purchase Price in the event the Developer cures such Event of
Default as provided in Section 7.2 hereof and proceeds to Closing, or retain said amount as
liquidated damages as provided in Section 7.2(b) hereof. The EDA shall provide to the
Developer a copy of any such draw request under the Letter of Credit (Developer). In the event
the Development Purchase Price is not paid in full 45 days prior to the termination date of the
. Letter of Credit (Developer), the Developer shall deliver to the EDA a replacement Letter of
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Credit (Developer) (or an amendment to the existing Letter of Credit (Developer)) extending the
termination date for one year (or such shorter period of time as the EDA may approve). Failure
to so replace (or amend) the Letter of Credit (Developer) within said time period shall entitle the
EDA to obtain a draw of all amounts under the Letter of Credit (Developer), which amounts
shall be held by the EDA to pay the Development Purchase Price on the Date of Closing or
retained by the EDA pursuant to Section 7.2(b) hereof. The Letter of Credit (Developer) will be
released by the EDA at such time as either (a) this Agreement has been terminated by the EDA
solely on account of a Tri- Fortune Default as provided in Section 7.2 hereof, or (b) the
Development Property has been acquired by the Developer and the Developer has paid the full
Development Purchase Price and otherwise performed all of its obligations hereunder to be
performed by it on or before the Date of Closing.
Section 3.7. Certain Closine Reauirements: Pavment to the Developer. The Developer
agrees to observe and perform the following requirements on or before the Date of Closing, and
the satisfaction thereof will be conditions precedent to the obligation of the EDA to convey the
Development Property to the Developer on the Date of Closing (any one or more of which may
be waived by the EDA in its sole and absolute discretion):
(a) Developer shall cause the replatting described in Section 6.1 hereof to be
completed on or before the Date of Closing.
(b) At Closing, the Developer and all tenants, subtenants and occupants of the Dodge
Dealership Property and all others having an interest in the Dodge Dealership Property who may
be entitled to compensation as reasonably determined by the EDA and/or the County in
connection with the takings for the Boulevard Reconstruction Project shall execute and deliver in
favor of the EDA, the City and the County releases, stipulations and waivers of any and all
claims related to the law of eminent domain for compensation, severance damages, consequential
damages, loss of going concern, claims for equipment or fixtures which are or may be argued to
be real property, loss of use due to acquisition, moving and storage expenses and all relocation
costs and expenses that such parties may have by virtue of the Boulevard Reconstruction Project
and the takings in connection therewith.
(c) At Closing, (i) the closing of the sale and purchase of the Ryan Expansion
Property shall have simultaneously occurred as provided in Section 5.1 hereof, (ii) Tri- Fortune
shall have delivered the releases and waivers referred to in Section 5.4(a) hereof, and (iii) the
replatting referred to in Section 6.2 hereof shall have been completed.
(d) At Closing, the Developer shall have received any governmental permits and
approvals necessary to construct the Project.
(e) No Event of Default shall have occurred and be continuing under this Agreement.
In consideration of the timely and full performance by the Developer of all of its obligations and
duties to be performed by it on or before the Date of Closing, including without limitation the
delivery of the releases and waivers described in this Agreement to be provided by it, and
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S provided that the Developer and Tri- Fortune have both performed all of their respective
obligations as provided in this Agreement as of Closing, the County shall pay the Developer at
Closing $900,000 by cashier's check or wire transfer of immediately available funds.
ARTICLE IV
CONSTRUCTION OF PROJECT
Section 4.1. Construction of Proiect. The Developer agrees that it will construct the
Project in accordance with the Final Plans and the terms of this Agreement. During the period of
its ownership, the Developer agrees to operate and maintain the Project in good condition and
repair.
Section 4.2. Final Plans. The Developer shall submit to the EDA proposed Final Plans
consisting of a full and detailed site plan showing all buildings, parking areas, access lanes and
driveways, curb -cuts, sidewalks, landscaping, utility locations, full site elevations, a pallet of
exterior building materials and colors, storm drainage facilities, and a signage plan, all in form
and substance reasonably satisfactory to the EDA by no later than June 1, 2001. The EDA shall
respond to such Final Plans in writing within 20 days after receipt thereof. The EDA shall not
unreasonably withhold its approval of the Final Plans. If the EDA fails to object to such
submitted Final Plans within said 20 -day period, the same shall be deemed to have been
approved by the EDA. In the event the EDA does not approve the same, the EDA shall provide,
in writing, specific explanations for such disapproval. The Developer shall cause the same to be
amended in accordance with the reasonable requirements of the EDA, and the Developer shall,
within 3 days of the EDA's objection, resubmit the same to the EDA for approval. This process
shall be followed until the same are finally approved by the EDA, at which time the same shall
be deemed to be the Final Plans. Once approved by the EDA, minor changes therein may be
made without the consent of the EDA; however, substantial or material changes must be
preapproved by the EDA, which approval shall not be unreasonably withheld, provided that the
changes do not change the basic character and nature of the project as previously approved. By
the execution hereof, the EDA makes no agreement or representation that the Preliminary Plans
or the Final Plans are or will be in compliance with or satisfy applicable City, County, State or
Shingle Creek Watershed District codes, regulations, ordinances and laws.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delay, (i) the Developer shall commence construction of the Project within 90 days following
conveyance of the Development Property by EDA to Developer, and (ii) Developer shall
complete the Project in accordance with the Final Plans by no later than two years following
conveyance of the Development Property by the EDA to the Developer.
Section 4.4. Certificate of Completion. Upon substantial completion of the Project in
accordance with the Final Plans and provided the Developer has otherwise performed all of its
obligations hereunder, the EDA shall execute and deliver a Certificate of Completion, in
recordable form, confirming that such completion has been attained and thereby removing the
restriction of Section 2.5(g) hereof. Nothing herein contained shall prohibit or limit the right of
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the Developer to place a mortgage against the Development Property for purposes of financing
the construction of the Project and the EDA agrees that the restriction on transferability shall not
apply to the transfer of the Development Property to the Developer's lender pursuant to mortgage
foreclosure proceedings or conveyance in lieu thereof.
Section 4.5. Utilities. The Developer will not construct any buildings or other
structures on, over, or within the boundary lines of any public utility easement unless
construction is provided for in such easement or has been approved by the utility involved.
Neither the EDA nor the County will be responsible for nor bear any portion of the cost of
installing the necessary utility connections between the public or private utilities and the Project.
The Developer will be responsible for the payment of all sewer charges with respect to the
improvements, including all SAC and WAC fees, if any. The Developer, at its own expense,
will replace any public or private facilities and public or private utilities damaged during the
construction of the Project, in accordance with the technical specifications, standards and
practices of the City or the owner thereof. The Developer will be responsible for the cost of
relocating any existing public or private utilities, curb cuts or driveways that may be necessitated
by the construction of the Project.
Section 4.6. Proiect Simaee. All signage for the Development Property, the Dodge
Dealership Property and the Ryan Dealership Property shall comply with the signage
requirements, codes and ordinances of the City.
Section 4.7. Insurance. The Developer, until the issuance of the Certificate of
Completion, will provide and maintain at all times during the process of constructing the Project
and from time to time at the request of the EDA, furnish the EDA with proof of payment of
premiums on:
(a) Builders Risk Insurance, written on the so- called "Builders Risk— Completed
Value Basis ", in an amount equal to 100% of the full insurable replacement value at the date of
completion of the Project, and with coverage available in non - reporting form on the so- called
"All Risk" form of policy. The interests of the EDA will be protected as its interests may appear,
in accordance with the clause in form and content satisfactory to the EDA;
(b) Comprehensive General Public Liability Insurance (including operations,
contingent liability, operations of subcontractors, completed operations and contractual liability
insurance) with limits against bodily injury and property damage of not less than $1,000,000 for
each occurrence and an aggregate limitation of $2,000,000 (to accomplish the above required
limits, an umbrella excess liability policy may be used) naming the EDA as additional insured in
a form reasonably satisfactory to the EDA; and
(c) Workers Compensation Insurance, with statutory coverage.
All insurance required in this Section 4.7. will be taken out and maintained in responsible
insurance companies selected by the Developer which are authorized under the laws of the State
of Minnesota to assume the risk covered thereby. The Developer will deposit annually with the
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® EDA policies evidencing all such insurance, or certificate or certificates or binders of respective
insurers stating that such insurance is in force and effect. Each policy will contain a provision
that the insurer will not cancel or modify it without giving written notice to the Developer and
the EDA at least 30 days before the cancellation or modification becomes effective. In lieu of
separate policies, the Developer may maintain a single policy, blanket or umbrella policies or a
combination thereof, having the coverage required herein, in which event the Developer will
deposit with the EDA a certificate or certificates of the respective insurers as to the amount of
the coverage in force upon the Project. All policies pursuant to this Agreement will be in form
and content satisfactory to the EDA. The Developer may satisfy the requirements of this Section
4.7 directly or by the procurement of such insurance by its tenants and contractors, provided that
the Developer shall in any event be responsible to insure that such insurance policies are in full
force and effect at all times.
ARTICLE V
RYAN EXPANSION PROPERTY
Section 5.1. Rvan Expansion Property. The EDA, the County, the Developer and Tri-
Fortune acknowledge and confirm that a significant consideration in entering into this
Agreement is the objective of the EDA and the County to have that portion of the Dodge
Dealership Property referred to as the "Ryan Expansion Property," as depicted on Exhibit H
. hereto, conveyed by the Developer to Tri- Fortune simultaneously with the conveyance of the
Development Property by the EDA to the Developer. Such a conveyance will resolve certain
access issues that Tri- Fortune may otherwise have in connection with the Boulevard
Reconstruction Project by providing for a safe left hand turn access from Brooklyn Boulevard to
the Ryan Dealership Property via the 68 Avenue North access intersection and the Ryan
Expansion Property. Accordingly, on the Date of Closing, the Developer shall convey and Tri-
Fortune shall accept conveyance of the Ryan Expansion Property from the Developer and
simultaneously therewith Tri- Fortune shall pay to the Developer as and for the purchase price
thereof the amount of $440,000 (the "Ryan Purchase Price ") by cashier's check or wire transfer
of immediately available funds. Provided Tri- Fortune has timely performed its obligations
hereunder, exclusive possession of the Ryan Expansion Property shall be given to Tri- Fortune on
the Date of Closing, subject to a lease between Tri- Fortune, as landlord, and the Developer, as
tenant (the "Lease "), which Lease Tri- Fortune and the Developer shall execute and deliver at
Closing, and which Lease secures the right of the Developer to retain use of the Ryan Expansion
Property, including the existing new car showroom located thereon, until such time as the
Developer's replacement new car showroom is constructed on the Development Property, which
shall in all events be constructed within 24 months of the Date of Closing, subject only to
Unavoidable Delay. It is agreed, for the benefit of the EDA, that on or before the Contingency
Date, (a) the Developer and Tri- Fortune will deliver to the EDA the Lease and the Joint Access
Easement forms approved by the Developer and Tri- Fortune (and all other necessary parties, e.g.
lenders, tenants and subtenants) over the adjoining portions of the Development Property and the
Ryan Expansion Property at the intersection of 68 Avenue North and Brooklyn Boulevard
providing for joint access and the equal sharing of costs and expenses of maintaining the
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® easement area, and (b) Tri- Fortune will deliver a $440,000 irrevocable letter of credit in favor of
the EDA in the form attached hereto as Exhibit E -1 from a state or national bank issuer
reasonably satisfactory to the EDA. The obligation of Tri- Fortune to close and acquire the Ryan
Expansion Property is subject to satisfaction of the following conditions precedent:
(a) No default by the County, the EDA or the Developer hereunder materially and
adversely affecting Tri- Fortune's purchase of the Ryan Expansion Property shall have occurred
and be continuing under this Agreement, and all of the representations and warranties of the
Developer, the EDA and the County relating to Tri- Fortune's purchase of the Ryan Expansion
Property shall be true as of the Closing in all material respects, including, without limitation, the
representations and warranties of the Developer in Section 23(k).
(b) The Developer shall have executed the Joint Access Agreement and the Lease.
Developer and Tri- Fortune each hereby agree to execute and deliver the Lease and the Joint
Access Easement no later than the Date of Closing.
Section 5.2. Letter of Credit (Tri- Fortune). In order to secure the obligation of Tri-
Fortune to perform its obligations hereunder, Tri- Fortune will deliver to the EDA the Letter of
Credit (Tri- Fortune). If an Event of Default occurs hereunder which is not solely a Developer
Default, the EDA is hereby authorized to obtain a draw or draws under the Letter of Credit (Tri-
Fortune) in the full amount thereof. Such amount shall be held by the EDA and either applied to
the Ryan Purchase Price in the event Tri- Fortune cures such Event of Default as provided in
Section 7.2 hereof and proceeds to closing, or retain said amount as liquidated damages as
provided in Section 7.2(b) hereof. The EDA shall provide to Tri- Fortune a copy of any such
draw request under the Letter of Credit (Tri- Fortune). In the event the Ryan Purchase Price is
not paid in fall 45 days prior to the termination date of the Letter of Credit (Tri- Fortune), Tri-
Fortune shall deliver to the EDA a replacement Letter of Credit (Tri- Fortune) (or an amendment
to the existing Letter of Credit (Tri- Fortune)) extending the termination date for one year (or
such shorter period of time as the EDA may approve). Failure to so replace (or amend) the
Letter of Credit (Tri- Fortune) within said time period shall entitle the EDA to obtain a draw of
all amounts under the Letter of Credit (Tri- Fortune), which amounts shall be held by the EDA to
pay the Ryan Purchase Price on the Date of Closing or retained by the EDA as liquidated
damages. The Letter of Credit (Tri- Fortune) will be released by the EDA at such time as either
(a) this Agreement has been terminated by the EDA solely on account of a Developer Default as
provided in Section 7.2 hereof, or (b) the Ryan Expansion Property has been acquired by Tri-
Fortune and Tri- Fortune has paid the full Ryan Purchase Price and otherwise performed all of its
obligations hereunder to be performed by it on or before the Date of Closing, or (c) Tri- Fortune
terminates this Agreement in accordance with the provisions of either Section 2.7(b) or 3.1(b)
hereof.
Section 5.3. Certain Costs. All costs of constructing and installing any and all
improvements on the Ryan Expansion Property shall be paid by Tri- Fortune. Neither the
Developer nor the EDA nor the County shall have any responsibility for performing any work or
making any improvements on the Ryan Expansion Property, except for the obligations of
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® Developer, if any, as provided in the Lease to be signed by Developer and Tri- Fortune on the
Date of Closing and further except that Developer shall demolish and remove the existing new
car showroom as provided in Section 5.5 hereof. Neither the County nor the EDA shall be
responsible for or be obligated to pay the cost of any demolition or removal of any existing
improvements on the Ryan Expansion Property or the performance of soil correction or
environmental remediation work thereon, or the installation of any necessary utility services.
Section 5.4. Certain Closine Reauirements: Pavment to Tri- Fortune. Tri- Fortune
agrees to observe and perform the following requirements on or before the Date of Closing:
(a) At Closing, Tri- Fortune and all tenants, subtenants and occupants of the "Ryan
Dealership Property" described on Exhibit I and depicted on Exhibit I -1 hereto, and all others
having an interest in the Ryan Dealership Property who may be entitled to compensation as
reasonably determined by the EDA and/or the County in connection with the takings for the
Boulevard Reconstruction Project shall execute and deliver in favor of the EDA, the County and
the City releases, stipulations and waivers of any and all claims related to the law of eminent
domain for compensation, severance damages, consequential damages, loss of going concern,
claims for equipment or fixtures which are or may be argued to be real property, loss of use due
to acquisition, moving and storage expenses and all relocation costs and expenses that such
parties may have by virtue of the Boulevard Reconstruction Project and the takings in connection
therewith.
S (b) Tri- Fortune shall cause the replatting described in Section 6.2 hereof to be
completed in accordance with the requirements of Article VI hereof.
In consideration of the timely and full performance by Tri- Fortune of all of its obligations and
duties to be performed by it on or before the Date of Closing, including without limitation the
delivery of the releases and waivers described in this Agreement to be provided by it, and
provided Tri- Fortune and the Developer have both performed all of their respective obligations
as provided in this Agreement as of Closing, the County shall pay Tri- Fortune at Closing
$60,000 by cashier's check or wire transfer of immediately available funds.
Section 5.5. Demolition. Subject to Unavoidable Delay, the Developer shall, at its sole
expense, cause the existing new car showroom building located on the Ryan Expansion Property
to be demolished, and all debris removed and the ground to be restored to a flat and level
condition, with fill and to compaction requirements applicable to commercial building sites, and
all fill introduced to the Ryan Expansion Property will be reviewed, tested by and approved by a
commercial testing laboratory within sixty (60) days of the date that a certificate of occupancy is
issued by the City for the Developer's replacement new car showroom to be hereafter constructed
by the Developer on the Development Property. Notwithstanding anything herein to the
contrary, such demolition shall be completed by no later than 24 months following the Date of
Closing, subject only to Unavoidable Delay.
•
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ARTICLE VI
CERTAIN REPLATTING
Section 6.1. R e latti Dod e Dealership Propertv and Development Propertv. The
p n� of �
Developer acknowledges that upon conveyance of the Development Property by the EDA to the
Developer the EDA requires that the Dodge Dealership Property and the Development Property
(except the Ryan Expansion Property) shall be combined and replatted into a single lot, thereby
creating a single buildable lot conforming to all subdivision requirements. The Ryan Expansion
Property shall be included in the replat described in Section 6.2 hereof. Such replatting of the
Dodge Dealership Property and the Development Property shall be completed on or before the
Date of Closing and shall be done at the sole cost and expense of the Developer. Developer shall
pay all real estate taxes that are payable upon the recording of the replat, subject to proration on
an area basis with Tri- Fortune as it relates to the Ryan Expansion Property.
Section 6.2. Replattine of Rvan Dealership Propertv and Rvan Expansion Propertv.
The Developer and Tri- Fortune acknowledge that upon conveyance of the Development Property
by the EDA to the Developer, and the simultaneous conveyance of the Ryan Expansion Property
by the Developer to Tri- Fortune, the EDA requires that the Ryan Expansion Property and the
Ryan Dealership Property shall be combined and replatted into a single lot, thereby creating a
single buildable lot conforming to all subdivision requirements. Such replatting shall be
completed on or before the Date of Closing and shall be done at the sole cost and expense of Tri-
Fortune. Tri- Fortune shall pay all real estate taxes that are payable upon the recording of the
replat.
Section 6.3. Certain Easements. Said replats described in Sections 6.1 and 6.2 hereof
shall expressly show and dedicate to the public the easements previously obtained by the County
for Brooklyn Boulevard (whether in the Pending Proceedings or otherwise).
Section 6.4. Form of Replat. The replats described in Section 6.1 and 6.2 hereof shall
be in form and substance approved by the EDA and the City. The Developer and Tri- Fortune
shall cause such replats to be made, approved and recorded pursuant to all applicable codes, laws
and ordinances. At the option of the Developer and Tri- Fortune, both of the replats referred to in
Sections 6.1 and 6.2 hereof may be combined into a single new replat with two lots, one
including the Development Property and the Dodge Dealership Property (except the Ryan
e other including the Ryan Expansion Property and the Pro
Expansion Property) as a single lot, and the g Y P P
Ryan Dealership Property as a single lot. It is understood that the existing new car showroom is
now located such that it will be located on the common boundary line of the newly formed lots
until such time as it is demolished, which shall in all events be demolished by Developer by no
later than 24 months following the Date of Closing, subject only to Unavoidable Delay. .
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ARTICLE VII
EVENTS OF DEFAULT
Section 7.1. Events of Default Defined. 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 any one or more of the following events:
(a) Failure by the Developer to cause the construction and installation of the Project
to be substantially completed pursuant to the terms, conditions and limitations of this Agreement.
(b) Failure of the Developer or Tri- Fortune to timely observe or perform any other
covenant, condition, obligation or agreement on its part to be observed or performed under this
Agreement.
(c) If either the Developer or Tri- Fortune shall:
(i) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
(ii) make an assignment for the benefit of its creditors; or
(iii) admit in writing its inability to pay its debts generally as they become due;
or
(iv) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing
the adjudication of the Developer or Tri- Fortune, as a bankrupt or its reorganization
under any present or future federal bankruptcy act or any similar federal or state law shall
be filed in any court and such petition or answer shall not be discharged or denied within
sixty (60) days after the filing thereof; or a receiver, trustee or liquidator of the Developer
or Tri- Fortune, or of the Project, or part thereof, shall be appointed in any proceeding
brought against the Developer or Tri- Fortune, and shall not be discharged within sixty
(60) days after such appointment, or if the Developer or Tri- Fortune, shall consent to or
acquiesce in such appointment.
Any Event of Default which relates solely to or is due solely and exclusively to the acts,
omissions or status of the Developer is herein referred to as a "Developer Default," and an Event
of Default which relates solely to or is due solely and exclusively to the acts, omissions or status
of Tri- Fortune is herein referred to as a "Tri- Fortune Default."
Section 7.2. Remedies on Default. Whenever any Event of Default referred to in
Section 7.1 occurs and is continuing, the EDA may, subject to the limitations of Section 7.3
hereof, obtain a draw under the Letter of Credit (Developer) and/or Letter of Credit (Tri- Fortune)
as provided in Section 3.6 or Section 5.2 hereof; also, the EDA may take any one or more of the
following actions after the giving of thirty (30) days' written notice to the Developer and Tri-
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*ortune citing with specificity the item or items of default and notifying the Developer and Tri-
Fortune that it has thirty ( 30 days within which to cure said Event of Default. If the Event of
) Y
Default has not been cured within said thirty (3 0) days, or such longer period as maybe
reasonably necessary if said cure cannot with reasonable diligence be cured within said thirty
day period, provided that Developer and Tri- Fortune p romptly commence and prosecute
(30 ) Yr �� r r rY
such cure and further provided that in no event shall such cure period herein exceed an additional
forty -five (45) days (the payment of amounts due by Developer or Tri- Fortune to the EDA shall
in no event be subject to a longer cure period):
(a) The EDA may suspend its performance under this Agreement until it receives
assurances from the Developer and Tri- Fortune, deemed adequate by the EDA, that the
Developer and Tri- Fortune will cure their respective defaults and continue their respective
performance under this Agreement.
(b) The EDA may terminate and rescind this Agreement and, subject to the
limitations of Section 7.3 hereof, retain all funds drawn under the Letter of Credit (Developer)
and Letter of Credit (Tri- Fortune) as liquidated damages.
(c) The EDA may take any action, including legal or administrative action, in law or
equity, which may appear necessary or desirable to enforce performance and observance of any
obligation, agreement, or covenant of the Developer or Tri- Fortune under this Agreement.
Section 7.3. Certain Limitations on Remedies.
(a) It is expressly understood and agreed by the EDA and the County that Developer
shall have no liability to the EDA or the County for Tri- Fortune Defaults, and that Tri- Fortune
shall have no liability to the EDA or the County for Developer Defaults; however, either a
Developer Default or a Tri- Fortune Default shall be an Event of Default under this Agreement
entitling the EDA to exercise any or all of its remedies as set forth in Section 7.2 hereof, subject
to the limitations set forth in Section 7.3(b) and (c) hereof.
(b) Notwithstanding the provisions of Section 7.2 to the contrary, (i) if there exists an
uncured Event of Default which is solely a Tri- Fortune Default, Developer shall have no liability
to the EDA or the County on account thereof, and the EDA shall not be entitled to obtain a draw
on the Letter of Credit (Developer) on account of such Event of Default, and (ii) if there exists an
uncured Event of Default which is solely a Developer Default, Tri- Fortune shall have no liability
to the EDA or the County on account thereof, and the EDA shall not be entitled to obtain a draw
on the Letter of Credit (Tri- Fortune) on account of such Event of Default; it being understood
Default or a Tri- Fortune Default i.e.
t is not solely either a Devel
evelo
that if an Event of Default y p
both Developer and Tri- Fortune are in default hereof), both Developer and Tri- Fortune shall be
liable for their respective defaults and the EDA may obtain draws under both the Letter of Credit
(Developer) and the Letter of Credit (Tri- Fortune). If an Event of Default has occurred and is
not cured within the time limits established in Section 7.2, all amounts drawn by the EDA under
the Letter of Credit (Developer) or Letter of Credit (Tri- Fortune), or both, as the case may be,
may Y q
be retained b the EDA as liquidated damages, it being hereby expressly acknowledged and
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1146430vi1
l
b
agreed that the actual amount of damages which well be sust ained y the EDA and the County in
such event is difficult to ascertain and that the parties hereto agree that such liquidated damages
are fair and reasonable in the circumstances. Notwithstanding that the parties have agreed that
amounts drawn by the EDA under either the Letter of Credit (Developer) or Letter of Credit (Tri-
Fortune), or both, are liquidated damages, Developer and Tri- Fortune shall also each be
additionally responsible for their respective obligations as set forth in Sections 3.3(g) and (i) and
Section 7.7 hereof.
(c) The EDA agrees that it will not seek or enforce the remedies specified in Section
7.2(c) hereof (i) against the Developer if the Letter of Credit (Developer) is outstanding or if the
EDA has obtained a draw thereunder, (ii) against Tri- Fortune if the Letter of Credit (Tri- Fortune)
is outstanding or if the EDA has obtained a draw thereunder.
Section 7.4. No Remedv Exclusive. Except as otherwise expressly provided herein, 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 statute. No delay or omission to exercise any right or power accruing upon any
default shall impair any such right or power or 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.
Section 7.5. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any 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.
Section 7.6. Agreement to Pav Attornevs' Fees and Exuenses. Whenever any Event of
Default occurs and is not cured within any applicable cure period and the EDA and/or the
County shall employ attorneys or incur other expenses for the collection of payments due or to
become due or for the enforcement or performance or observance of any obligation or agreement
on the part of the Developer or Tri- Fortune herein contained, the Developer and Tri- Fortune
agree that they shall, on demand therefor, pay to the EDA and the County the reasonable fees of
such attorneys and such other expenses so incurred by the EDA and the County.
Section 7.7. Indemnification of EDA and County.
(a) The Developer and Tri- Fortune release from and covenant and agree that the
EDA, the County, and their respective governing body members, officers, agents, including the
independent contractors, consultants and legal counsel, servants and employees thereof
(hereinafter, for purposes of this Section, collectively the "Indemnified Parties ") shall not be
liable for and agree to indemnify and hold harmless the Indemnified Parties against any loss or
damage to property or any injury to or death of any person occurring at or about or resulting
from any defect in the Project or the Ryan Expansion Property, provided that the foregoing
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I
indemnification shall not be effective to the extent caused by the grossly negligent, intentionally
wrongful or illegal acts or omissions of the Indemnified Parties.
(b) Except to the extent arising from any willful misrepresentation or any gross
negligence of the Indemnified Parties, the Developer and Tri- Fortune agree to protect and defend
the Indemnified Parties, now and forever, and further agree to hold the aforesaid harmless from
any property damage and any claim, demand, suit, action or other proceeding whatsoever by any
person or entity whatsoever arising or purportedly arising from the respective actions or
inactions of the Developer and/or Tri- Fortune (or if other persons acting on their respective
behalf or under their respective direction or control) under this Agreement, or the transactions
contemplated hereby or the acquisition, construction, installation, ownership, and operation of
the Project or the improvements on the Ryan Expansion Property; provided, that this
indemnification shall not apply to the warranties made or obligations expressly undertaken by
the EDA or the County in this Agreement.
(c) The Developer and Tri- Fortune agree to protect and defend the Indemnified
Parties, now and forever, and further agree to hold the aforesaid harmless from any claim,
demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising
or purportedly arising out of the sale and conveyance of the Ryan Expansion Property by the
Developer to Tri- Fortune.
(d) All covenants, stipulations, promises, agreements and obligations of the EDA
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the EDA and not of any governing body member, officer, agent, servant or
employee of the EDA, as the case may be. All covenants, stipulations, promises, agreements and
obligations of the County contained herein shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of the County and not of any governing body member,
officer, agent, servant or employee of the County, as the case may be.
ARTICLE VIII
DEVELOPER'S AND TRI- FORTUNE'S OPTION TO TERMINATE AGREEMENT
Section 8.1. Developer's and Tri- Fortune's Option to Terminate. This Agreement may
be terminated as follows:
(a) By the Developer, if-
(i) the Developer is in compliance with all material terms of this
Agreement and no Developer Default has occurred that has not been cured within
any applicable cure period;
and
•
34
1146430v11
i
• (ii) the EDA or the County fails to comply with any material term of
this Agreement, and, after written notice by the Developer of such failure, the
EDA or the County has failed to cure such noncompliance within thirty (30) days
of r receipt of such notice or such longer p eriod as may be reasonably necessary to
�
cure such default not to exceed an additional ninety (90) days, or, if such
noncompliance cannot reasonably be cured by the EDA or the County within such
additional ninety (90) day period the EDA and/or the County has not provided
assurances, reasonably satisfactory to the Developer, that such noncompliance
will be cured as soon as reasonably possible;
or
(iii) in the event the EDA and County fail to acquire the Development
Property within 18 months after the Contingency Date for any reason, including
Unavoidable Delays.
Notwithstanding anything herein to the contrary, the Developer shall not be entitled to terminate
this Agreement by reason of the County's failure to complete its obligations under Article III
hereof, provided that the County is proceeding in good faith and with reasonable diligence to
complete the same herein.
(b) By Tri- Fortune if-
(i) Tri- Fortune is in compliance with all material terms of this
Agreement and no Tri- Fortune Default has occurred that has not been cured
within any applicable cure period;
and
(ii) Tri- Fortune has not acquired the Ryan Expansion Property in
accordance with the terms and provisions of this Agreement within 24 months
after the Contingent Date.
(c) By the Developer or Tri- Fortune if they have not agreed upon the form of Joint
Access Agreement or Lease by the Contingency Date.
Section 8.2. Action to Terminate. Termination of this Agreement pursuant to Section
8.1 must be accomplished by written notification by the Developer and/or Tri- Fortune, as
applicable, to the EDA and the County, and Developer and Tri- Fortune to the extent one is not a
terminating party, within thirty (30) days after the date when such option to terminate may first
be exercised. A failure by the Developer or Tri- Fortune to terminate this Agreement within such
period constitutes a waiver by the Developer and Tri- Fortune of their respective rights to
terminate this Agreement due to such occurrence or event.
35
1146430v11
Section 8.3. Effect of Termination. With respect to a termination made under this
Article VIII, the parties agree as follows:
(a) If this Agreement is terminated by the Developer pursuant to Section 8.1(a)
hereof, this Agreement shall be from such date forward null and void and of no further effect,
except (i) as provided in Section 10.7 hereof, and (ii) this Agreement shall not be terminated as it
relates to the liability and obligations of Tri- Fortune if Tri- Fortune is then in default hereunder.
(b) If this Agreement is terminated by Tri- Fortune pursuant to Section 8.1(b) hereof,
this Agreement shall be from such date forward null and void and of no further effect, except (i)
as provided in Section 10.7 hereof, and (ii) this Agreement shall not be terminated as it relates to
the liability and obligations of the Developer if the Developer is then in default hereunder.
(c) . If this Agreement is terminated by the Developer or Tri- Fortune pursuant to
Section 8.1(c) hereof, this Agreement shall be from such date forward null and void and of no
further effect, except as provided in Section 10.7 hereof.
(d) Upon any such termination the Letter of Credit (Developer) and the Letter of
Credit (Tri- Fortune) shall be returned to the Developer and Tri- Fortune, respectively, provided
that if either the Developer or Tri- Fortune is then in default hereunder, the defaulting parties'
letter of credit shall not be returned and such party shall not be released from liability hereunder.
(e) Notwithstanding the foregoing or any other provision of this Agreement to the
contrary, neither the EDA nor the County shall be liable to the Developer or Tri- Fortune for any
damages arising out of the EDA's or the County's failure or inability to obtain title to the
Development Property, and all damages payable by the EDA or the County for failure to perform
its obligations under this Agreement are hereby expressly limited to the maximum amount of
five hundred dollars. In the event the EDA or the County is unable to obtain title to the
Development Property in accordance with the provisions of this Agreement, the Developer's and
Tri- Fortune's sole remedy shall be to terminate this Agreement and obtain a return of the Letter
of Credit (Developer) and the Letter of Credit (Tri- Fortune).
ARTICLE IX
EDA'S AND COUNTY'S OPTION TO TERMINATE AGREEMENT
Section 9.1. EDA's and Countv's Option to Terminate. This Agreement maybe
terminated either by the EDA or the County (a) at any time if the EDA or the County is
prevented from acquiring the Development Property or any portion thereof, or (b) in the event
the EDA and County fail to acquire the Development Property within 18 months after the
Contingency Date, for any reason including Unavoidable Delays.
36
1146430vll
Section 9.2. Action to Terminate. Termination of this Agreement pursuant to Section
9.1 must be accompanied by written notification by the EDA and/or the County to the Developer
and Tri- Fortune.
Section 9.3. Effect of Termination. If this Agreement is terminated pursuant to this
Article IX, this Agreement shall be from such date forward null and void and of no further effect,
except as provided in Section 10.7 hereof. Upon such termination the Letter of Credit
(Developer) and Letter of Credit (Tri- Fortune) shall be returned to the Developer and Tri-
Fortune.
ARTICLE X
ADDITIONAL PROVISIONS
Section 10.1. Use The Developer agrees for itself, its successors and assigns and every
successor in interest to the Development Property, or any part thereof, that the Developer and
such successors and assigns shall operate, or cause to be operated, the Project in accordance with
the Redevelopment Plan and shall devote the Development Property to, and in accordance with,
the uses specified in this Agreement.
Section 10.2. Conflicts of Interest. No member of the governing body or other official
. of the EDA or the County shall have any financial interest, direct or indirect, in this Agreement,
the Development Property or the Project, or any contract, agreement or other transaction
contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such
member of the governing body or other official participate in any decision relating to the
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 or employee of the EDA or the County shall be personally liable to the EDA or the
County in the event of any default or breach by the Developer or successor or on any obligations
under the terms of this Agreement.
Section 10.3. Titles of Articles and Sections. Any titles of the several parts, articles and
sections of the Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 10.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(a) in the case of the Developer is addressed to or delivered personally to:
Bri-Mar Company, Inc.
Suite 310
7625 Metro Boulevard
Edina, MN 55439
37
1146430vll
in the case addressed to or delivered personally to the EDA at:
(b) c s of the EDA 1s address p y
Economic Development Authority of
Brooklyn Center, Minnesota
City Hall
6301 Shingle Creek Parkway
Brooklyn Center, MN 55430
(c) in the case of the County is addressed to or delivered personally to:
Hennepin County
Sandra Vargas, County Administrator
A -2300 Government Center
Minneapolis, MN 55487
(d) in the case of Tri- Fortune is addressed to or delivered personally to:
Tri- Fortune Properties, Inc.
6700 Brooklyn Boulevard
Brooklyn Center, MN 55429
Attn: Tom Ryan
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
Section 10.5. Countervarts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 10.6. Law Governing. This Agreement will be governed and construed in
accordance with the laws of the State.
Section 10.7. Provisions Surviving Rescission. Termination or Exviration.
Notwithstanding any provision of this Agreement to the contrary, Sections 2.7(e), 3.2, 3.3(i), 7.5
and 7.6 shall survive any rescission, termination or expiration of this Agreement with respect to
or arising out of any event, occurrence or circumstance existing prior to the date thereof,
provided that the County's indemnity obligations as described in Section 3.2 hereof shall not be
applicable if the EDA does not acquire title to the Development Property or any part thereof.
The performance of obligations by either party which are to be observed or performed as
provided herein after the conveyance of the Development Property by the EDA to the Developer
shall survive the Closing and the making of such conveyance.
Section 10.8. Assimability of Agreement. This Agreement may not be assigned by the
Developer without the prior written consent of the EDA, except that the Developer may assign
its interests under this Agreement to an affiliate of the Developer (the "Assignee ") provided that
(a) no Event of Default is outstanding and uncured, (b) the Assignee and Bri-Mar Company, Inc.
execute and deliver to the EDA an assumption agreement in form approved by the EDA, and (c)
38
1146430v11
Bri-Mar Company, Inc. shall not be released from its obligations under this Agreement. For
purposes of this Agreement, an affiliate of the Developer shall mean an entity owned more than
50% by any combination of the Developer and/or Herbert A. Margolis and Jake Abramowitz.
Section 10.9. Approval by EDA. Notwithstanding any provision of this Agreement to
the contrary, this Agreement shall not become effective or enforceable until the EDA has
approved the sale of the Development Property following public hearing as required by
Minnesota Statutes, Section 469.105, subd. 2.
Section 10.10. Waivers and Releases. Both the Developer and Tri- Fortune acknowledge
and agree that upon the performance by the EDA and the County of their obligations hereunder,
to be performed as of the Date of Closing, the Developer and Tri- Fortune fully and completely
release, discharge, waive and forego any claim, demand, cause of action or other right or remedy
they may have, individually or together, against the EDA, the County, the City, the State of
Minnesota, or any of them, related to the law of eminent domain for the takings which affect or
relate to the Dodge Dealership Property and/or the Ryan Dealership Property by reason of or
related to the Boulevard Reconstruction Project, including without limitation, all awards, claims,
damages, expenses, relocation costs and expenses, severance damages and other compensation of
any type or kind.
Section 10.11. Certain Reconvevance by County. The Developer and all tenants,
subtenants and occupants of the Dodge Dealership Property and all others having an interest in
the Dodge Dealership Property agree to accept prior to or at Closing a deed, release or other
conveyance of such portion of the property previously acquired for highway and/or right -of -way
purposes by the County through the eminent domain proceeding identified as Hennepin County
Condemnation Number 2587, Parcel 52, which portion of property the County determines in its
sole and absolute discretion, if any, is not required for highway and/or right -of -way purposes.
Tri- Fortune also hereby agrees to any such conveyance and release. No payment or
compensation shall be payable from or to any party hereto in connection with such conveyance
and release.
Section 10.12. Provisions Not Merued With Deed. None of the provisions of this
Agreement are intended to or will be merged by reason of any deed transferring any interest in
any portion of the Development Property and any such deed will not be deemed to affect or
impair the provisions and covenants of this Agreement.
Section 10.13. Entire Agreement: Modification. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter herein contained and all prior
negotiations, discussions, writings and agreements between the parties with respect to the subject
matter herein contained are superseded and of no further force and effect. No covenant, term or
condition of this Agreement shall be deemed to have been waived by either party, unless such
waiver is in writing signed by the party charged with such waiver.
Section 10.14. Severabilitv. The unenforceability or invalidity of any provisions hereof
. shall not render any other provision herein contained unenforceable or invalid.
39
1146430v11
IN WITNESS WHEREOF the EDA the County, Developer and Tri- Fortune have
> Y� P
each caused this Agreement to be duly executed in their respective name and on their respective
behalf, on or as of the date first above written.
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
By
President
By
Executive Director
40
1146430v11
B RI MAR MPANY INC. CO
By
Its r�� / i zilwe�'
41
1146430vll
COUNTY OF HENNEPIN
ATTEST:
By: By:
Deputy /Clerk of the County Board Chair of its County Board
Date: Date:
APPROVED AS TO FORM: And:
Assistant/Deputy /County
Administrator
By Date:
Assistant County Attorney
And:
Date: Assistant County Administrator,
Public Works and County
Engineer
Date:
APPROVED AS TO EXECUTION: RECOMMENDED FOR APPROVAL
By By:
Assistant County Attorney Director, Transportation Department
Date: Date:
42
1146430v11
TRI -FORT PR RT
By: 1
Its: / Vibes? .
43
1146430vll
EXHIBIT A
Description of Dodge Dealership Property
That certain Hennepin County real property described as follows:
Lot 2, Block 1, Chrysler Realty Addition, according to the recorded plat thereof on file or
of record in the office of the Registrar of Titles in and for said County.
A -1
1146430x11
EXHIBIT A -1
Dodge Dealership Property
(P) (N1 tr
(01 (n (61 (
\ a 69TH AVE N ' 77) - '`�T •
i. AUO
026 1 te) .+f wife f = t
Auo i sysa y
00 2S
,,` \a A te• � ' •L..• ^ It.7t •.
\` I No
A
f 6���f1 ♦` • ' ` s
R L
W AVE N • a i
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VF
♦ \ 1
V i
f
:O• \\ •M•y.
1
1 1
•
• ,^
EXHIBIT B
Description of Development Property
Those Hennepin County parcels of real property described as follows:
Total Parcel
That part of Tract C lying Northwesterly of a line drawn parallel with and distant
15 feet (measured at right angles) Northwesterly of the Southeasterly line of said
Tract C, Registered Land Survey No. 595, Files of Registrar of Titles, County of
Hennepin.
PID #34- 119 -21 -21 -0028
Bit Wheel Parcel
Tract B, and
All that part of Tract C lying Southeasterly of a line drawn parallel with and
distant 15 feet (measured at right angles) Northwesterly of the Southeasterly line
of said Tract C,
Registered Land Survey No. 595, Files of Registrar of Titles, County of
Hennepin.
Reserving to Ralph S. Purdum and Mabel Purdum, his wife and John Thomas
Purdum and Margery Purdum, his wife an easement for driveway purposes over a
portion of above Tract C, said Survey as shown in deed Doc. No. 600185, Files of
Registrar of Titles.
PID #34- 119 -21 -21 -0027
Car -X Parcel
Tract A, Registered Land Survey No. 1456.
PID #34- 119 -21 -21 -0031
B -1
1146430v11
EXHIBIT B -1
... t Property
Development y . � .... ..
i
6 _
' +4. tb) (11)
AVE N (FORMERLY HCSAN NO 130, PLATT
' 4 A. L
3
• r -
i A r
t 3�
' � r
K
�� r
L S it t9)
Total Parcel
,•� Big Wheel
\`�.•' Parcel sv� q
!% t 1�) L1
%%
V�
Y � 3t
\� Car -X
Parcel
!%�. to
V \
V y!J It
8 r • �
I
EXHIBIT C
Permitted Encumbrances
1. The lien of real estate taxes and installments of special assessments not yet due and
payable.
2. Any laws, regulations or ordinances (including, but not limited to, zoning, building and
environmental matters) as to the use, occupancy, subdivision or improvement of the
Development Property adopted or imposed by any governmental agency.
3. Easements, public rights -of -way, covenants, declarations, decrees and restrictions of
record, if any.
4. Right -of -way easements and temporary construction easements acquired or retained by
Hennepin County for the widening of Brooklyn Boulevard, as described on the attached
Exhibit C, pages C -2, C -3 and C -4.
C -1
1146430v11
Parcel No. 49 (CSAH No. 152, Project No. 9322) Highway Easement to be retained by HC
Torrens Certificate of Title No. 790605 PID No. 34- 119 -21 -21 -0028
A permanent easement for highway purposes over all that part of the following described tract:
That part of Tract C lying Northwesterly of a line drawn parallel with and distant 15 feet
(measured at right angles) Northwesterly of the Southeasterly line of said Tract C,
REGISTERED LAND SURVEY NO. 595, Files of Registrar of Titles, County of Hennepin,
which lies westerly and southwesterly of the following described line:
Commencing
g a the northwest corner of the Northwest Quarter of Section 34, Township
119, Range 21; thence run easterly along the north line thereof on an assumed bearing
of North 89 degrees 51 minutes 45 seconds East for 1285.04 feet (391.682 meters);
thence South 23 degrees 12 minutes 56 seconds West for 138.03 feet (42.073 meters)
to a point on a non - tangential curve, concave to the northeast, having a radius of 243.83
feet (74.320 meters) and a central angle of 3 degrees 16 minutes 55 seconds; thence
southeasterly along the arc of said curve a distance of 13.97 feet (4.257 meters), said
arc subtended by a chord bearing South 33 degrees 05 minutes 32 seconds East; thence
South 34 degrees 37 minutes 25 seconds East for 98.42 feet (30.000 meters), to the
actual point of beginning of the line being described; thence South 34 degrees 37
minutes 25 seconds East for 85.13 feet (25.947 meters); thence South 89 degrees 51
minutes 46 seconds West for 3.43 feet (1.045 meters); thence South 30 degrees 48
minutes 34 seconds East for 131.23 feet (40.000 meters) and said line there terminating.
C -2
Parcel No. 50 (CSAH No. 152, Project No. 9322) Highway Easement to be retained by HC
Torrens Certificate of Title No. 535516 PID No. 34- 119 -21 -21 -0027
A permanent easement for highway purposes over all that part of the following described tract:
Tract B, and
All that part of Tract C lying Southeasterly of a line drawn parallel with and distant 15 feet
(measured at right angles) Northwesterly of the Southeasterly line of said Tract C,
REGISTERED LAND SURVEY NO. 595, Files of Registrar of Titles, County of Hennepin,
which lies southwesterly of the following described line:
Commencing at the northwest corner of the Northwest Quarter of Section 34, Township
119, Range 21; thence run easterly along the north line thereof on an assumed bearing
of North 89 degrees 51 minutes 45 seconds East for 1285.04 feet (391.682 meters);
thence South 23 degrees 12 minutes 56 seconds West for 138.03 feet (42.073 meters)
to a point on a non - tangential curve, concave to the northeast, having a radius of 243.83
feet (74.320 meters) and a central angle of 3 degrees 16 minutes 55 seconds; thence
southeasterly along the arc of said curve a distance of 13.97 feet (4.257 meters), said
arc subtended by a chord bearing South 33 degrees 05 minutes 32 seconds East; thence
South 34 degrees 37 minutes 25 seconds East for 183.55 feet (55.947 meters); thence
South 89 degrees 51 minutes 46 seconds West for 3.43 feet (1.045 meters) to the actual
point of beginning of the line being described; thence South 30 degrees 48 minutes 34
seconds East for 135.09 feet (41.175 meters); thence South 34 degrees 37 minutes 36
seconds East for 82.02 feet (25.000 meters) and said line there terminating.
C -3
Parcel No. 51 (CSAH No. 152, Project No. 9322) Revised 5 -3 -01 Page 1 of 2
Torrens Certificate of Title No. 823503 PID No. 34- 119 -21 -21 -0031
A permanent easement for highway purposes over all that part of the following described tract:
Tract A, REGISTERED LAND SURVEY NO. 1456, according to the duly recorded plat
thereof,
which. lies southwesterly of the following described line:
Commencing at the northwest corner of the Northwest Quarter of Section 34, Township
119, Range 21; thence run easterly along the north line thereof on an assumed bearing
of North 89 degrees 51 minutes g nu es 45 seconds East for 1285.04 feet (391.682 meters);
thence South 23 degrees 12 minutes 56 seconds West for 138.03 feet (42.073 meters)
to a point on a non - tangential curve, concave to the northeast, having a radius of 243.83
feet (74.320 meters) and a central angle of 3 degrees 16 minutes 55 seconds; thence
southeasterly along the arc of said curve a distance of 13.97 feet (4.257 meters), said
arc subtended by a chord bearing South 33 degrees 05 minutes 32 seconds East; thence
South 34 degrees 37 minutes 25 seconds East for 183.55 feet (55.947 meters); thence
South 89 degrees 51 minutes 46 seconds West for 3.43 feet (1.045 meters); thence
South 30 degrees 48 minutes 34 seconds East for 135.09 feet (41.175 meters) to the
actual point of beginning of the line being described; thence South 34 degrees 37
minutes 36 seconds East for 136.39 feet (41.571 meters); thence South 34 degrees 37
minutes 27 seconds East for 131.23 feet (40.000 meters) and said line there terminating.
Also a permanent easement for signal and utility purposes over all that part of said Tract A which
lies southerly of the following described line:
Commencing at the most easterly corner of said Tract A; thence run southwesterly along
the southeasterly line thereof for 134.90 feet (41.117 meters) to the actual point of
beginning of the line being described; thence North 34 degrees 37 minutes 27 seconds
West for 30.42 feet (9.273 meters); thence South 53 degrees 13 minutes 15 seconds
West for 82.02 feet (25.000 meters) and said line there terminating.
Also a temporary easement for construction purposes over all that part of said Tract A which lies
southwesterly of the following described line:
Commencing at the most easterly corner of said Tract A; thence run southwesterly along
the southeasterly line thereof for 94.47 feet (28.796 meters) to the actual point of
beginning of the line being described; thence North 36 degrees 47 minutes 09 seconds
West for 86.36 feet (26.323 meters); thence South 53 degrees 32
minutes 37 seconds West for 61.63 feet (18.786 meters); thence North 34 degrees 54
minutes 34 seconds West for 82.02 feet (25.000 meters) and said line there terminating.
Said temporary easement(s) to expire on March 1, 2002.
C -4
S EXHIBIT D
Preliminary Plans
The preliminary plans are identified as: Proposed Site Plan, Floor Plans and Elevations,
Sheets A -1, A -2 and A -3, prepared by Chrysler Realty Corporation, dated July 9, 1999, Job Title
— Brookdale Dodge, Brooklyn Center, Minnesota.
•
D -1
1146430vii
EXHIBIT E
[Bank Letterhead]
IRREVOCABLE LETTER OF CREDIT
Date: , 2001
Irrevocable Letter of
Credit No.
Economic Development Authority
of Brooklyn Center, Minnesota
City Hall
6301 Shingle Creek Parkway
Brooklyn Center, Minnesota 55430
We hereby issue for the account of Bri-Mar Company, Inc., a Minnesota corporation (the
"Company "), and in your favor our Irrevocable Letter of Credit in the maximum amount of
Seven Hundred Thousand U.S. Dollars ($700,000).
This Irrevocable Letter of Credit is issued to you as security for the timely performance
of the Company's obligations, as the Developer, under that certain Development Agreement,
dated , 2001 ( "Agreement "), by and between you, Hennepin County, Tri- Fortune
Properties, Inc., and the Company relating to the development of certain real property in
Hennepin County, Minnesota.
Funds under this Irrevocable Letter of Credit are available to you against your sight draft
or drafts. Such drafts drawn hereunder must:
(a) State on its face: "Drawn under fBank's Namel Irrevocable Letter of Credit
No. ."
(b) Be accompanied by:
(i) This Irrevocable Letter of Credit; and
(ii) Your certificate in the form of Exhibit A attached hereto.
Drafts and certificates under this Letter of Credit shall be presented to our office located
at , Attention: , or at any other office
which may be designated by us by written notice delivered to you.
If a presentation in respect of payment is made by you at or prior to 10:00 a.m.,
Minneapolis, Minnesota time, on a business day, and provided that the documents so presented
E -1
1146430v11
conform to the terms and conditions hereof, payment shall be made to Y ou of the amount
specified, in immediately available funds to an account designated by you, not later than 2:00
p.m., Minneapolis, Minnesota time, on the same business day. As used herein, "business day"
shall mean a day on which banks located in Minneapolis, Minnesota and are not required or
authorized by law to remain closed.
This Irrevocable Letter of Credit shall automatically expire and become null and void at
2:00 p.m. Minneapolis, Minnesota time on , 2002 [one year after issuance].
Except as specifically set forth herein, this Letter of Credit shall be deemed to be made
under the laws of the State of Minnesota, including Article 5 of the Minnesota Uniform
Commercial Code, and shall, except as set forth herein, be governed by Article 5 of the
Minnesota Uniform Commercial Code.
We hereby agree that any draft drawn under and in compliance with the terms of this
Letter of Credit will be duly honored by us by wire transfer of immediately available funds upon
due delivery of the certificate, as specified and appropriately completed, if presented as specified
on or before the expiration date hereof.
Very truly yours,
By
Its
E -2
1146430v11
EXHIBIT A TO LETTER OF CREDIT
(For attachment to [Bank's Name]
Irrevocable Letter of Credit No. )
The undersigned Economic Development Authority of Brooklyn Center, Minnesota .
( "Beneficiary"), hereby certifies to (Bank's Namel (the "Bank "), with reference to
Irrevocable Letter of Credit No. issued by the Bank in favor of the Beneficiary
( "Letter of Credit ") that:
The Beneficiary is making a draw under the Letter of Credit in the amount of
$ , which amount the undersigned is entitled to draw under the Agreement.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the day of ,
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
®
By
Its
E -3
1146430v11
EXHIBIT E -1
IRREVOCABLE LETTER OF CREDIT
Date: , 2001
Irrevocable Letter of
Credit No.
Economic Development Authority
of Brooklyn Center, Minnesota
City Hall
6301 Shingle Creek Parkway
Brooklyn Center, Minnesota 55430
We hereby issue for the account of Tri- Fortune Properties, Inc., a Minnesota corporation
(the "Company "), and in your favor our Irrevocable Letter of Credit in the maximum amount of
Four Hundred Seventy Thousand U.S. Dollars ($440,000).
This Irrevocable Letter of Credit is issued to you as security for the timely performance
of the Company's obligations under that certain Development Agreement, dated ,
2001 ( "Agreement "), by and between you, Hennepin County, Bri-Mar Company, Inc., and the
Company relating to the development of certain real property in Hennepin County, Minnesota.
Funds under this Irrevocable Letter of Credit are available to you against your sight draft
or drafts. Such drafts drawn hereunder must:
(c) State on its face: "Drawn under (Bank's Namel Irrevocable Letter of Credit
No.
(d) Be accompanied by:
(i) This Irrevocable Letter of Credit; and
(ii) Your certificate in the form of Exhibit A attached hereto.
Drafts and certificates under this Letter of Credit shall be presented to our office located
at •, Attention: , or at any other office
which may be designated by us by written notice delivered to you.
If a presentation in respect of payment is made by you at or prior to 10:00 a.m.,
Minneapolis, Minnesota time, on a business day, and provided that the documents so presented
conform to the terms and conditions hereof, payment shall be made to you, of the amount
specified, in immediately available funds to an account designated by you, not later than 2:00
p.m., Minneapolis, Minnesota time, on the same business day. As used herein, "business day"
E -1 -1
1146430v11
shall mean a day on which banks located in Minneapolis, Minnesota and are not required or
authorized by law to remain closed.
This Irrevocable Letter of Credit shall automatically expire and become null and void at
2:00 p.m. Minneapolis, Minnesota time on , 2002 [one year after issuance].
Except as specifically set forth herein, this Letter of Credit shall be deemed to be made
under the laws of the State of Minnesota, including Article 5 of the Minnesota Uniform
Commercial Code, and shall, except as set forth herein, be governed by Article 5 of the
Minnesota Uniform Commercial Code.
We hereby agree that any draft drawn under and in compliance with the terms of this
Letter of Credit will be duly honored by us by wire transfer of immediately available funds upon
due delivery of the certificate, as specified and appropriately completed, if presented as specified
on or before the expiration date hereof.
Very truly yours,
By
Its
E -1 -2
1146430v11
EXHIBIT A TO LETTER OF CREDIT
(For attachment to [Bank's Name]
Irrevocable Letter of Credit No. )
The undersigned Economic Development Authority of Brooklyn Center, Minnesota
( "Beneficiary"), hereby certifies to (Bank's Namel (the "Bank "), with reference to
Irrevocable Letter of Credit No. issued by the Bank in favor of the Beneficiary
( "Letter of Credit ") that:
The Beneficiary is making a draw under the Letter of Credit in the amount of
$ , which amount the undersigned is entitled to draw under the Agreement.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the day of ,
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
By
Its
E -1 -3
1146430v11
EXHIBIT F
[Intentionally Omitted]
•
F -1
114643001
EXHIBIT G
[Intentionally Omitted]
•
G -1
1146430v11
EXHIBIT H
MAY. 4.2001 _10 :11AM N0.063 P.3i3
DESCRIPTION Ryan Expansion Property .
69TH AVENUE NORTH
THE SE•NEC
Nae•51'4a'E A G'RD UP ,�-�-
i gas. ..
a4
e 4 �l L N. LINE OF THE
NW 'S44 OF
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MAY 2. 2001 L�l L✓ / T / / V
130 0 50 120 lo, 03
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.$ t o
SCALE IN ~ FEET
ROW -051 497117 7179 rZ7r S34 SA/T 70000.544 .jCep \♦ � 'a3' ,�' 45
Sunde Lund Surveying, LLC,
9001 Eoat Bloomington F"eeeroy (35W) • 5ulte I I N t
SLT COO
Sloomingim VInneaeto B5k20 -3435 of MOST T 2
Buelneaa 952/981 -2459 • FAY; 962/888 -9528 SHEET 2 OF 2 SHEETS
H -1
Legal Description of
Ryan Expansion Property
PROPOSED PARCEL A DESCRIPTION
That port of Lot 2, Block I, CHRYSLER REALTY ADDITION, according to the recorded
Plot thereof, Hennepin County, Minnesota, lying southeasterly of Line I described below.
Line I is described as beginning at the intersection of the most southerly southwest
line of said Lot 2 with o line lying 26.25 feet southeasterly of and parallel with Line 2
described below; thence North 55 degrees 26 minutes 39 seconds East, along said
parallel line and its easterly extension, a distance of 133.26 feet; thence North 66
degrees 39 minutes 36 seconds East a distance of 69.49 feet to an ongle point in o
northeasterly line of said Lot 2 and said Line I there terminating.
Line 2 is described as commencing at the most southerly corner of said Lot 2: thence
on on assumed bearing of North 36 degrees 46 minutes 15 seconds West, along the
most southerly southwest line of said Lot 2, for 292.11 feet to the actual point of
beginning of the line being described; thence North 55 degrees 26 minutes 39 seconds
East for 112.28 feet and said line there terminating.
52,131 square feet or I. 197 acres
We hereby certify that this sketch, plan or report was
prepared by me or under my instruction and that I am
a duly Registered Land Surveyor under the lows of the
State of Minnesota.
Doted this 13th day of March, 2001
SUND LAND SURVEYING. LLC.
By Sc A ott J. �$o c ukup, K.L.S. Minn Reg. No. 17256
REVISED: May 2, 2001 '(New lot line)
REVISED: May 10. 2001 . (Include proposed r /w)
H -2
EXHIBIT I
Description of Ryan Dealership Property
That certain Hennepin County real property described as follows:
Lot 1, Block 1, Velie Addition.
I -1
1146430v11
EXHIBIT I -1
Ryan Dealership Property
r
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69TH AVE ! (FORMERLY HCSAH�NO 130 PLAT Z7) -__
♦ r
AUD 4=0
N a• 1
190 2S
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• E
XHIBIT J
[Intentionally Omitted]
i
J -1
1146430v11
EXHIBIT K
Area of Easement —
Joint Access Agreement
° P\ S. O SE LINE OF TRACT /
A k A NW'LY LINE
\ SPA O , P 5 OF LOT 2
ce
\ \ p `-� � / `!" / • .y^j,�'\ \ St t,
al s N C
ati { {•:•: ' . ��ye ::` } :.� . N55 "E
/ \'L::•:: - - .ca._ 22.00
£X /STING GLASS &
S
5 : >55:: STEEL BUILDING
5 :• •i::: i •S3q.
36 33 �' e
ca \ �° 5E� F --
CRET( p0 k5 S
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n W \ LP
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/
\ 15 C TS Ce ce
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< r,
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hereby certify that this sketch, plan or ,? ^� • LP W-
port was prepared by me or under my \ N-j
struction and that I am o duly Registered u+ \ 0 o
,nd Surveyor under the lows of the State of 'Z \ \ L°
nnesoto. `N
lied this 2nd day of May, 2001
1NDE LAND SURVEYING, LLC.
Sco J. Souk vp t ----- - - - - --
Minn. Reg. No. 17256
:VIS May 10, 2001 (Combine esmt.
sc.
1000 -054 497117 T. /19 R.11 S.34
SMT 1000054008.dwg
K -1
EXHIBIT K
Legal Description of
Area of Easement
PROPOSED INGRESS & EGRESS EASEMENT DESCRIPTION,
A 52.50 foot permanent easement over and across Lot 2, Block I,
CHRYSLER REALTY ADDITION, according to the recorded plot
thereof, and Tract A, REGISTERED LAND SURVEY N0. 1456, Files of
the Registrar of Titles, Hennepin County, Minnesota. The centerline
of said easement is described as commencing at the most
southerly corner of said Lot 2; thence on an assumed bearing of
North 36 degrees 46 minutes 15 seconds West along the most
southerly southwest line of said Lot 2, a distance of 292.1 1 feet
to the actual point of beginning of the centerline to be described;
thence North 55 degrees 26 minutes 29 seconds East a distance
of 112.28 feet and said centerline there terminating.
Together with o permanent easement over and across that port of
said Lot 2 described as commencing at the terminus of the above
described centerline; thence South 34 degrees 33 minutes 21
seconds East, perpendicular to said centerline and along a line
hereinafter referred to as Line "A a distance of 26.25 feet to
the point of beginning of the easement to be described; thence
North 55 degrees 26 minutes 39 seconds East, parallel to said
centerline, o distance of 22.00 feet; thence South 66 degrees 39
minutes 36 seconds West a distance of 22.43 feet to said Line
"A "; thence South 34 degrees 33 minutes 21 seconds East, along
said Line "A ", a distance of 4.36 feet to the point of beginning.
MAY 10, 2001
2000 -054 497117 T. //9 R.21 SJ4
S"r 2000054008.dwg
K -2
EXHIBIT L
QUIT CLAIM DEED
THIS INDENTURE, between the Economic Development Authority of Brooklyn
Center, Minnesota, a Minnesota public body corporate and politic ( "Seller "), and Bri -Mar
Company, Inc., a corporation organized under the laws of the State of Minnesota ( "Purchaser ").
WITNESSETH, that Seller, in consideration of the sum of One Dollar ($1.00), the
receipt of which is hereby acknowledged, and other good and valuable consideration, does
hereby grant, bargain, quit claim and convey to the Purchaser, its successors and assigns, forever,
all the tract or parcel of land lying and being in the County of Hennepin and State of Minnesota
described as follows, to wit:
[INSERT LEGAL DESCRIPTION FOR THE PARTICULAR PARCEL BEING
CONVEYED] (referred to herein as the "Property ")
[ "THE SELLER CERTIFIES THAT THE SELLER DOES NOT KNOW
OF ANY WELLS ON THE DESCRIBED REAL PROPERTY. "] OR
[SELLER TO PROVIDE WELL CERTIFICATE]
To have and hold the same, together with all the hereditaments and appurtenances
thereunto belonging in anywise appertaining, to the said Purchaser, its successors and assigns,
forever, provided:
SECTION 1.
It is understood and agreed that this Deed is subject to the covenants, conditions,
restrictions and provisions of an agreement entered into between the Seller, Purchaser, County of
Hennepin and Tri- Fortune Properties, Inc., on the day of , 2001,
identified as "Development Agreement" (hereafter referred to as the "Agreement ") and that the
Purchaser shall not convey this Property, or any part thereof, without the consent of the Seller
until the later of (a) one year from the date of this Deed, and (b) the date a Certificate of
Completion releasing the Purchaser from the obligations of said Agreement as to this Property
has been placed of record. This provision, however, shall in no way prevent the Purchaser from
mortgaging this Property to obtain funds for the purchase of Property hereby conveyed and for
erecting improvements thereon in conformity with the Agreement.
It is specifically agreed that the Purchaser shall promptly begin and diligently prosecute
to completion the development of the Property through the construction of the improvements
thereon as provided in the Agreement.
Promptly after completion of the improvements in accordance with the provisions of the
Agreement, the Seller will furnish the Purchaser with an appropriate instrument so certifying
(hereafter referred to as the "Certificate of Completion "). The Certificate of Completion shall be
a conclusive determination of satisfaction and termination of the agreements and covenants of
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1146430v11
the Agreement and of this Deed with respect to the obligation of the Purchaser to construct the
improvements and the dates for the beginning and completion thereof provided, that such
determination shall not constitute evidence of compliance with or satisfaction of any obligation
of the Purchaser to any holder of a mortgage, or any insurer of a mortgage, securing money
loaned to finance the purchase of the Property hereby conveyed or the improvements, or any part
thereof.
The Certificate of Completion shall be in such form as will enable it to be recorded with
the County Recorder, Hennepin County, Minnesota, or in case of registered land, with the
Registrar of Titles, Hennepin County, Minnesota. If the Seller shall refuse or fail to provide the
Certificate of Completion in accordance with the provisions of the Agreement and this Deed, the
Seller shall, within ten (10) days after written request by the Purchaser, provide the Purchaser
with a written statement indicating in adequate detail in what respects the Purchaser has failed to
complete the improvements or is otherwise in default in accordance with the provisions of the
Agreement, and what measures or acts it will be necessary, in the opinion of the Seller, for the
Purchaser to take or perform in order to obtain the Certificate of Completion.
SECTION 2.
In the event the Purchaser herein shall, prior to the recording of the Certificate of
Completion with respect to the Property:
(a) default in or violate its obligations with respect to the construction of the Project
on the Property (including the nature and date for the completion thereof)
provided for in this Deed and the Agreement, or shall abandon or substantially
suspend construction work and any default or violation, abandonment or
suspension shall not be cured, ended or remedied within 60 days after written
demand by the Seller so to do; or
(b) fail to pay real estate taxes or assessments on the Property or any part thereof
when due, or shall place thereon any encumbrance or lien unauthorized by the
Agreement, or shall suffer any levy or attachment to be made, or any
materialperson's or mechanic's liens, or any other unauthorized encumbrances or
lien to attach, and such taxes or assessments shall not have been paid or the
encumbrance or lien removed or discharged, within 60 days or such longer period
as shall be required in the exercise of due diligence by Purchaser after written
demand by the Seller so to do; or
(c) there is, in violation of the Agreement or of this Deed, any transfer of the Property
or any part thereof or any change with respect to the identity of the parties in
control of the Purchaser, and such violation shall not be cured within 60 days after
written demand by the Seller to the Purchaser;
then the Seller shall have the right to re -enter and take possession of the Property and to
terminate and revert in the Seller the estate conveyed by this Deed to the Purchaser, its assigns or
L -2
1146430v11
• successors in interest. Such reversion of title shall, however, be subject to the lien of any
outstanding mortgage authorized by the Agreement.
All of the terms, covenants, conditions, restrictions, agreements and reversions
contained in Sections 1 and 2 of this Deed shall be null and void and of no further force or
effect upon recordation of the Certificate of Completion.
SECTION 3.
The Purchaser agrees that it shall not discriminate upon the basis of race, color, creed,
religion, ancestry, national origin or sex, affectional preference, disability, age, marital status or
status with regard to public assistance, in the sale, lease, use or occupancy of the Property or any
improvements located or to be erected thereon, or any part thereof.
It is intended and agreed that the above and foregoing agreements and covenants shall be
covenants running with the land, and that they shall, in any event, and without regard to technical
classification or designation, legal or otherwise, and except only as otherwise specifically
provided in this Deed, be binding, to the fullest extent permitted by law and equity for the benefit
and in favor of, and enforceable by, the Seller, its successors and assigns. It is further intended
and agreed that the agreement and covenant provided in Section 3 shall be binding on the
Purchaser itself, each successor in interest to the Property, and each party in possession or
occupancy, respectively, only for period as such successor or party shall have title to, or an
interest in, or possession or occupancy of, the Property or part thereof.
SECTION 4.
This Deed is also given subject to the Modified Redevelopment Plan for Housing
Development and Redevelopment Project No. 1 of the City of Brooklyn Center prepared
December 12, 1994, adopted December 19, 1994.
All of the terms, covenants, conditions, restrictions and agreements contained in Sections
3 and 4 of this Deed shall be null and void and of no further force or effect on the twentieth
anniversary date of Seller's execution of this Deed.
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1146430x11
IN WITNESS
WHEREOF, the Seller has caused this Deed to be duly executed in its
behalf b two of its and has caused its corporate seal t be
Y [ rp o hereunto
affixed,] this day of , 20
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
Approved as to form: By
Its
By
Its
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
200 by and , the
of the Economic Development Authority of Brooklyn Center, Minnesota, a
Minnesota public body corporate and politic, on behalf of the public body.
Notary Public
Tax Statements for the Real
Property Described in this
Instrument should be sent to:
This instrument was drafted by:
Briggs and Morgan, P.A. (DGG)
W2200 First National Bank Building
332 Minnesota Street
St. Paul, MN 55101
40
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1146430vll