HomeMy WebLinkAbout1985 12-11 CCP Regular Session CITY COUNCIL AGENDA
CITY OF BROOKLYN CENTER
DECEMBER 11, 1985
7:00 p.m.
Special Session
1. Reconvene City Council
2. Roll Call
3• Resolutions:
a. Authorizing Execution of Developers Agreement
b. Approving the Issuance and Sale of $9,000,000 Commercial Development
Revenue Bonds (Brookdale III Limited Partnership Project) and
Authorizing the Execution of Documents Relating Thereto
c. Approving Registered Land Survey of a Portion of Land Lying between
Summit Drive and Earle Brown Drive
4. Planning Commission Item:
a. Preliminary review of a site layout for a two -phase high -rise office
development on vacant land to the west of the Earle Brown Farm. The
Planning Commission recommended conceptual approval of this item at
its November 21, 1985 study session.
5. Adjournment
3a,
Member introduced the following resolution and
moved its adoption:
RESOLUTION NO.
RESOLUTION AUTHORIZING EXECUTION OF DEVELOPERS AGREEMENT
WHEREAS, representatives of the Housing and Redevelopment
Authority in and for the City of Brooklyn Center (HRA) and the
City of Brooklyn Center (City) have presented to the City a
proposed agreement entitled: "Contract for Private Development
by and between the HRA, the City, Brookdale Three Limited Part-
nership and Brookdale Corporate Center, a Limited Partnership;
and
WHEREAS, the City has reviewed such agreement and the
project proposed therein and finds that the same are appropriate
and in furtherance of the Earle Brown Farm Redevelopment
District;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Brooklyn Center as follows:
1. The proposed Contract for Private Development is hereby
approved.
2. The Mayor and City Manager are hereby authorized to execute
such contract in the name of and on behalf of the City.
3. The Mayor and City Manager are hereby authorized to take
such steps as are necessary to carry out the objectives of
the City thereunder, including the execution of all deeds
and conveyances required to be made by the City pursuant to
the terms of the Contract.
Date Mayor
ATTEST:
Clerk
The motion for the adoption of the foregoing resolution was duly seconded
by member , 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.
,r
s
CONTRACT FOR PRIVATE DEVELOPMENT
Among
THE HOUSING AND REDEVELOPMENT AUTHORITL'
IN AND FOR THE CITY OF BROOKLYN CENTER
and
THE CITY OF BROOKLYN CENTER, MINNESOTA
and
BROOKDALE THREE LIMITED PARTNERSHIP
• and
BROOKDALE CORPORATE CENTER,
A LIMITED PARTNERSHIP
This Instrument Drafted by:
LeFevere, Lefler, Kennedy,
O'Brien & Drawz
a Professional Association
2000 First Bank Place West
Minneapolis, Minnesota 55402
Telephone: (612) 333 -0543
TABLE OF CONTENTS '
•
Page
Preamble
ARTICLE I. DEFINITIONS, EXHIBITS, RULES OF INTERPRETATION
Section 1.1. Definitions 2
Section 1.2. Exhibits 3
Section 1.3. Rules of Interpretation 4
ARTICLE II. REPRESENTATIONS
Section 2.1. By the Developer 4
Section 2.2. By the HRA and City 5
ARTICLE III. SALE AND CONVEYANCE
Section 3.1. Sale by HRA 6
Section 3.2. Sale by Brookdale 8
Section 3.3. Closing Documents $
Section 3.4. Real Estate Taxes and Special Assessments 9
• Section 3.5. Title Insurance 9
ARTICLE IV. CONSTRUCTION OF IMPROVEMENTS - PROJECT I
Section 4.1. Agreement to Construct 10
Section 4.2. Demolition 10
Section 4.3. Soil Correction 10
Section 4.4. Soil Correction - Indemnity 10
Section 4.5. Project Plans 11
Section 4.6. Commencement and Completion of Construction 12
Section 4.7. Certificate of Completion 13
Section 4.8. Common Access Roadway 14
Section 4.9. Public Improvements 15<
ARTICLE IVA. CONSTRUCTION OF IMPROVEMENTS - PROJECT II
Section 4A.1. Agreement to Construct 15
Section 4A.2. Demolition 16
Section 4A.3. Soil Correction 16 ;
Section 4A.4. Soil Correction - Indemnity 16
Section 4A.5. Project Plans 16
Section 4A.6. Public Improvements 18
Section 4A.7. North Parking Area 19
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TABLE OF CONTENTS - Cont'd
Page
ARTICLE V. INSURANCE
Section 5.1. Definitions 20
Section 5.2. Insurance 20
Section 5.3. Modification for Benefit of Mortgagees 22
ARTICLE VI. TAX INCREMENT
Section 6.1. Real Property Taxes 22
ARTICLE VII. FINANCING - PROJECT I
Section 7.1. Financing 26
Section 7.2. Limitation Upon Encumbrance of Property 26
Section 7.3. Copy of Notice of Default to Lender 27
Section 7.4. Mortgagee Not Obligated to Construct 27
Section 7.5. HRA's Option to Cure Default 28
Section 7.6. Subordination 29
• ARTICLE VIII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER -
PROJECT I
Section 8.1. Representation as to Redevelopment 29
Section 8.2. Prohibition Against Transfer of Project I 30
Property and Assignment of Agreement
Section 8.3. Approvals 31
Section 8.4. Upon Completion 31
ARTICLE IX. EVENTS OF DEFAULT
Section 9.1. Events of Default Defined 31
Section 9.2. Remedies on Default 32
Section 9.3. Revesting Interest in HRA Upon Happening 33
of Event Subsequent to Conveyance
Section 9.4. Resale of Reacquired Property; Disposition 35
of Proceeds
Section 9.5. No Remedy Exclusive 35
Section 9.6. No Additional Waiver Implied by One Waiver 35
Section 9.7. Upon Completion pletion 36
•
. TABLE OF CONTENTS - Cont`d
Page
ARTICLE X. ADDITIONAL PROVISIONS
Section 10.1. Conflict of Interests; Representatives 36
Not Individually Liable
Section 10.2. Non- Discrimination 36
Section 10.3. Provisions Not Merged With Deed 37
Section 10.4. Notice of Status and Conformance 37
Section 10.5. Notices and Demands 37
Section 10.6 Counterparts 38
EXHIBITS
a.,
Final
CONTRACT FOR PRIVATE DEVELOPMENT
THIS AGREEMENT, made and entered into this day of ,
1985, by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE
CITY OF BROOKLYN CENTER, MINNESOTA, a Minnesota public body corporate and
politic (HRA), the CITY OF BROOKLYN CENTER, a Minnesota Municipal Corpo-
ration (City), BROOKDALE THREE LIMITED PARTNERSHIP, a Minnesota limited
.. partnership (Brookdale Three), Developer as to Project I, and BR00KDALE
CORPORATE CENTER, A LIMITED PARTNERSHIP, a Minnesota limited partnership
(Brookdale), Developer as to Project II.
W I T N E S S E T H:
WHEREAS, the City and the have created and established the Earle
Brown Farm Redevelopment District (Project Area) pursuant to the authority
granted in Minnesota Statutes 1984, Chapter 462; and
WHEREAS, the Developers have proposed development within the Project
Area (the Project) which the HRA and City believe will promote and carry
out the objectives for which redevelopment is undertaken, will be in the
vital best interests of the City, will promote the health, safety, morals,
and welfare of its residents and will be in accord with the public purposes
and provisions of the applicable state and local laws and requirements
under which the Project has been undertaken and is being assisted; and
WHEREAS, the HRA is willing to sell and the Developers are willing to
purchase property within the Project Area (the Property) and to develop the
Property for and in accordance with the Agreement; and
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(09) Project I - The project consists of an office building and
related parking and site improvements with an estimated* market
value on completion of $6,394,445 located on the Project I
Property.
(10) Project II The project consists of an office building and
related parking and site improvements located on the Project II
Property.
(11) Project Area - The Earle Brown Farm Redevelopment District as
established by the HRA and the City.
(12) Project Plan - Detailed schematic plans to be approved by the
City and HRA as hereinafter provided.
(13) Project I Property - The real property described in Exhibit A.
(14) Project II Property - The real property described in Exhibit C.
(15) Redevelopment Plan - The Earle Brown Farm Redevelopment Plan.
(16) Unavoidable Delay A forced delay of any party in the perfor-
mance of obligations which is the direct result of unforeseeable
events beyond the control of the Developer, the City, or the HRA
and without their fault or negligence, including, but not re-
stricted to, acts of God, acts of the other party, fire, floods,
i epidemics, quarantine restrictions, strikes, freight embargoes,
unavailability of materials, unusually severe weather or delays
of subcontractors.
1.2) Exhibits - The following exhibits are attached to and made a
part of this Agreement.
A. Project I Property Description;
B. Project I Property to be conveyed by HRA to Brookdale Three;
C. Project II Property Description;
D. Project II Property to be conveyed by HRA to Brookdale;
E. HRA Property Description (land to be acquired by HRA from R.F.I.,
Inc.);
F. HRA Property Description (land to be acquired by HRA from
Brookdale);
G. Certificate of Completion;
H. Assessment Agreement and Assessor's Certification;
I. Agreement to Pay Deficiencies;
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J. Concept Plan;
K. Hoffman Memorandum;
L. North Parking Area.
1.3) Rules of Interpretation -
(01) This Agreement shall be interpreted in accordance with and
governed by the laws of the State of Minnesota;
(02) The words "herein" and "hereof and words of similar import,
without reference to any particular section or subdivision refer
to this Agreement as a whole rather than any particular section
or subdivision hereof;
(03) References herein to any particular section or subdivision hereof
are to the section or subdivision of this instrument as original -
ly executed;
(04) Any titles of the several parts, articles and sections of this
Agreement are inserted for convenience and reference only and
shall be disregarded in construing or interpreting any of its
provisions.
ARTICLE II.
REPRESENTATIONS
2.1) Representations by the Developer With respect to their
individual Projects only, Brookdale and Brookdale Three make the following
representations.
(01) Brookdale and Brookdale Three have the power to enter into this
L Agreement and have duly authorized the execution, delivery and
performance of this Agreement by proper action.
(02) If, to the extent allowed by law, the City or HPA makes available
to Brookdale Three tax exempt financing in the exercise of its
reasonable discretion, Brookdale Three has the capability to
obtain necessary equity capital and mortgage financing commit-
ments necessary for construction of the Improvements.
(03) If the conditions precedent to construction occur, Brookdale
Three will construct the Improvements described in the Project
Plans in accordance with the terms of this Agreement, the
Redevelopment Plan and, unless otherwise specified and agreed to
• by the city, all local, state and federal laws and regulations.
Brookdale Three represents that the Project I Improvements and
land will have a market value of at least $6,394,445.
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(04) Brookdale and Brookdale Three will exercise all reasonable
efforts to obtain, in a timely manner, all required permits,
licenses and approvals and will meet in a timely manner, all
lawful requirements of all local, state and federal laws and
regulations which must be obtained or met before the Improvements
may be constructed. With respect to permits, licenses and
approvals required to be given by the City or HRA, neither body
will unreasonably delay consideration of or unreasonably_ withhold
such issuance.
(05) With respect to the Project I Property, Brookdale Three
represents and with respect to the Project II Property, Brookdale
represents that any signing erected will satisfy the following
criteria: -
i. Only the signs depicted in the approved Project Plans will
be permitted.
ii. Any signs thereafter erected, whether in addition to or as a
replacement of the signs contained in the Project Plans,
will be an integral part of the building in terms of design
and quality. Billboard type signs on the rooftop, building
facades or other areas on the property will not be permitted
except that temporary billboard signs which are permitted by
ordinance may be erected. All signs erected or placed on
the property will advertise only the businesses or products
• or services of the businesses occupying the property.
iii. The criteria contained in this Paragraph 2.1(05) are intend-
ed to be minimum criteria, and the Developer represents that
it will abide by any more restrictive requirements contained
in applicable City ordinances or state statutes currently
existing or hereafter enacted.
(06) Brookdale Three will cooperate with the HRA in the HRA's efforts
to acquire the land described in Exhibit E.
2.2) Representations by HRA and City - The HRA and City make the
following representations as the basis for the undertaking of their respec-
tive parts herein contained.
(01) The HRA and City are authorized by law to enter into this Agree-
ment and to carry out their obligations hereunder.
(02) The HRA shall use its best efforts to
convey the land described
in Exhibit B by quitclaim deed to Brookdale Three and Exhibit D
to Brookdale.
(03) The HRA and City shall use their best - efforts, in the reasonable
exercise of their discretion, to make available tax exempt
financing for Project I.
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• (04) The HRA and the City shall cooperate with Developers in their
efforts to obtain all federal, state and regional agency land
use, environmental or other regulatory approvals necessary to
implement Project I and Project II.
(05) Neither the City nor the HRA is aware of any hazardous wastes,
chemicals, substances or other pollutants being currently stored,
kept or located upon those portions of the Project I and
Project II properties to be conveyed by the HRA pursuant to this
Agreement.
(06) The City and HRA will complete the landscaping plan for the
boulevards and all entries to the Tax Increment District in
accordance with the Plan prepared by Westwood Planning and
Engineering Company without cost to Brookdale Three or Brookdale,
and without any special assessments of the cost thereof.
ARTICLE III.
SALE AND CONVEYANCE
3.1) Sale by HRA Subject to all other terms, covenants and con-
i ditions of this Agreement and all other procedural requirements, the HRA
agrees to sell and Brookdale Three agrees to purchase the tract of land
described in Exhibit B included within the Project I Property, and
Brookdale agrees to purchase the tract of land described in Exhibit D
included within the Project II Property.
(01) Consideration - Brookdale shall furnish, as consideration - for
such conveyance, conveyance to the HRA of the land described in
Exhibit F. Brookdale Three shall furnish, as consideration for
such conveyance, the sum of One Dollar.
(02) Closing Date — That parties agree to utilize their best efforts
to simultaneously close on the land described in Exhibits B and D
on December 17, 1985; provided that if closing has not taken
place by April 1, 1986 this Agreement shall automatically termi-
nate, become null and void and the parties hereto shall without
further act by any party thereby be released and discharged from
any further obligation hereunder.
(03) The deeds of conveyance shall be subject to the following reser-
vations and restrictions:
i. The deed of conveyance to Brookdale Three will contain a
covenant that grantee will construct and maintain on such
property the parking area shown on Exhibit L and further
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will set aside for the benefit and use of the HRA and its
assigns the 40 parking stalls located reasonably convenient
to the Earle Brown Farm site.
ii. The deed of conveyance to Brookdale will contain a covenant
that grantee will not use such property except as provided
in this Agreement without first having obtained the written
approval of the HRA and City. The HRA and City agree not to
unreasonably withhold such approval and will grant such
approval if (a) the proposed use is in conformance with the
Redevelopment Plan and all applicable zoning requirements
and (b) the HRA finds that the proposed use will be in
conformance with the peak hour trip generation standards
contained in Exhibit K.
(04) Conditions Precedent to Closing, Developer -
i. Financial Commitments and Construction Contracts - Prior to
any closing, Brookdale Three shall provide the HRA with
evidence acceptable to the HRA of Financial Commitments and
Construction Contracts for construction of the Improvements
on the Project I Property in accordance with the terms of
this Agreement. If the HRA finds, in the reasonable exer-
cise of its discretion, that the financing is sufficiently
consistent with real estate development industry standards
for similar financing arrangements and adequate in amount to
provide for the construction of the Improvements, and that
the Financial Commitments obligate the :lenders to proceed
subject to the provisions of Article VIII and Section 10.2
of this Agreement and that any conditions imposed by the
Financial Commitments on the HRA or the City are reasonable,
the HRA shall notify Brookdale Three in writing of its
approval.
If the HRA rejects the evidence of Financial Commitment or
Construction Contract provided by Brookdale Three, Brookdale
Three shall have 30 days (but not longer from the last date
for closing for the applicable parcel) from receipt of such
notification of rejection to submit additional evidence,
satisfactory to the HRA, of Financial Commitment and Con -
struction Contracts.
Notwithstanding any of the foregoing, the HRA and City
specifically find that the tax exempt IDB financing in the
amount of $8,900,000 which Brookdale Three is currently
seeking through application to the City will, when the Bonds
are sold, unconditionally satisfy the requirements of this
subparagraph i.
ii. On or before the date of closing, the HRA has entered into a
Purchase Agreement for the purchase of the land described it
Exhibit E which agreement shall contain only such contin-
gencies as are acceptable to the HRA and which shall provide
for a purchase price not to exceed $625,000.
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iii. On or before the date of closing, Brookdale shall convey to
the HRA by quitclaim deed marketable title to the land
described in Exhibit F.
iv. Other Provisions - All other provisions of this Agreement
which must, by their terms, be performed on or before the
closing are incorporated at this point as though fully set
out at this point.
3.2) Sale by Brookdale - Subject to all other terms, covenants and
conditions of this Agreement and all other procedural requirements,
Brookdale agrees to sell and the HRA agrees to purchase the tract of land
described in Exhibit F.
(01) Consideration - The HRA shall furnish as consideration for the
land described in Exhibit F the conveyance to Brookdale of the
land described in Exhibit D.
(02) Closing Date Closing on the land described in Exhibit F shall
occur on the same date as the closings on the land described in
Exhibits B and D.
(03) Condition Precedent to Closing, HRA -
i. On or before the date of closing the HRA shall convey to
Brookdale and Brookdale Three by quitclaim deeds the land
described in Exhibits D and B. respectively.
ii. Other Provisions - All other provisions of this Agreement
which must, by their terms, be performed on or before the
closing are incorporated at this point as though fully set
out at this point.
3.3) Closing Documents - On the date of the closings described in
Sections 3.1 and 3.2, the Sellers shall deliver to the Purchasers: (a) a
Seller's form judgment and lien affidavit covering all judgments, tax
liens, bankruptcies, pending actions in any court, mechanic's liens and
unrecorded contracts, leases, easements, or other agreements relating to
the property, and (b) a title insurance commitment as described in Sec-
tion 3.5 herein.
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• 3.4) Real Estate Taxes and Special Assessments Real estate taxes
due and payable in the year of closing and installments on special assess-
ments payable therewith shall be prorated as of the date of closing.
3.5) Title Insurance The parties shall jointly obtain a commitment
for the issuance of an owner's title insurance policy or policies. The
commitment shall commit the insurer for the issuance of an owner's title
insurance policy (ALTA FORM "B "), shall name the HRA the proposed insured
party with respect to the land described in Exhibit F, shall name Brookdale
and Brookdale Three as the proposed insured parties with respect to the
land described in Exhibits D and B, respectively, shall be certified to
date, including searches and bankruptcies and state and federal judgments,
tax and other liens and for all special assessments levied or pending.
Each party shall be allowed five days from receipt of the commitment for
examination of the commitment and delivery to the other party of a list of
all encumbrances or other interests which are unacceptable to such party.
Objections may be raised only as to defects consisting of encumbrances or
other interests which, when taken as a whole, would materially detract from
the value of the property or restrict or prohibit its intended use.
Objections not made within such period are deemed waived. The parties
shall have 180 days from the date of timely objection to correct a defect
and supply the other party with an updated commitment. In the event that
the defect is not removed during that period and is not waived by the
objecting party, this Agreement shall be null and void and all parties
shall be released from their obligations herein to any other party.
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ARTICLE IV.
CONSTRUCTION OF IMPROVEMENTS - PROJECT I
4.1) Agreement to Construct_ - Subject to delivery of title to the
property described in Exhibit B, Brookdale Three agrees that it will
construct the Improvements on the Project I Property in accordance with the
approved Concept Plan, excluding any reference in the Concept Plan to any
potential future development on the Project II Property.
4.2) Demolition Brookdale Three shall, at its sole expense, raze
and remove all structures remaining on the Project I Property at the time
of conveyance by the HRA.
4.3) Soil Correction - Brookdale Three shall have the sole respon-
sibility to make any necessary soil correction and site improvements.
Except for the representation made in Section 2.2(05), neither the HRA nor
the City has made any representations concerning the nature of soils on the
Project I Property described in Exhibit B, the suitability of such soils
for Project I, or the cost of correcting any unsuitable soil conditions.
Site improvements include, without limitation, grading, removal, and
replacement of fill, compacting, retaining walls, piling, footings, removal
of gas services, telephone services, electrical services, sanitary sewers,
water services, wells, foundations, trees and basements.
4.4) Soil Correction - Indemnity - Brookdale Three agrees to indemni-
fy and hold harmless the HRA, the City, and their officers, agents and
employees from any claim or cause of action for personal injury, property
damage, death, business interruption or other cause in equity or at law
arising out of or occasioned by the soil correction or demolition activ-
ities performed by Brookdale Three, its agents or employees,- Brookdale
Three waives and releases any claim it may have now or in the future
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• against the City, the HRA, and their officers, agents and employees from
any claim Brookdale Three may have arising out of or occasioned by the
presence of hazardous wastes on or in the Project I Property.
4.5) Project Plans - Not later than March 1, 1986, Brookdale Three
shall submit detailed schematic Project Plans for Project I (Project I
Plans). The Project I Plans shall provide for the construction of the
Improvements and shall be in conformity with this Agreement, and all
applicable state and local laws and regulations. The HRA shall approve the
Project I Plans in writing if, in the reasonable discretion of the HRA (a)
the Project I Plans conform to the terms and conditions of this Agreement
including Exhibit J; (b) the Project I Plans conform to all applicable
federal, state and local law, ordinances, rules and regulations; (c) the
Project I Plans are adequate to provide for the construction of the Im
• provements; and (d) the Project I Plans do not provide for expenditures in
excess of the funds available to Brookdale Three for construction of the
Improvements. No approval by the HRA shall relieve Brookdale Three of the
obligation to comply with the terms of this Agreement, the terms of the
Redevelopment Plan, applicable federal, state and local laws, ordinances,
rules and regulations, or to construct the Improvements. The HRA reserves
the unrestricted right to reject the Project I Plans if in its sole dis-
cretion the HRA determines that items contained therein were not addressed
in Exhibit J and are unacceptable to the HRA. Such Project I Plans shall,
in any event, be deemed approved unless rejected in writing by the HRA, in
whole or in part. Such rejection shall set forth in detail the reasons
therefor, and shall be made within twenty days after the date of their
receipt by the HRA. If the HRA rejects the Project I Plans in whole or in
part, Brookdale Three shall submit new or corrected Project I Plans within
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• twenty days after written notification to Brookdale Three of the rejection.
The provisions of this Section relating to approval, rejection and resub-
mission of corrected Project I Plans shall continue to apply until the
Project I Plans have been approved by the HRA. The HRA may review and
approve portions of the Project I Plans which may be submitted by 'Brookdale
Three from time to time prior to the date such Project I Plans are required
to be submitted to the HRA pursuant to this Section 4.5.
If Brookdale Three desires to make any change in the Project I Plans
after their approval by the HRA, it shall submit the proposed change to the
HRA for its approval. If the Project I Plans, as modified by the proposed
change, conform to the requirements of this Section with respect to such
previously approved Project I Plans, the HRA shall approve the proposed
change and notify Brookdale Three in writing of its approval. Such change
• in the Project I Plans shall, in any event, be deemed approved by the HRA
unless rejected, in whole or in part, by written notice by the HRA to
Brookdale Three, setting forth in detail the reasons therefor. Such re-
jection shall be made within ten days after receipt of the notice of such
change.
Final construction plans and specifications shall be reviewed and
approved by the City Building Inspector.
4.6) Commencement and Completion of Construction - Subject to Un-
avoidable Delays, construction of the Project I Improvements shall be 50
percent complete by January 1, 1987 and shall be complete by June 1, 1987.
"Commencement of construction" shall mean, for the purpose of this Agree-
ment, the date upon which Brookdale Three has commenced soil correction
procedures.
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• Brookdale Three agrees for itself, its successors and assigns, and
every successor in interest to the Project I Property, or any part thereof,
that it, and such successors and assigns, shall promptly begin and dili-
gently prosecute to completion and redevelopment of the Project I Property
through the construction of the Improvements thereon, and that such con-
struction shall in any event be completed within the period specified in
this Section 4.6. It is intended and agreed, that such 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
the Agreement itself, be, to the fullest extent permitted by law and
equity, binding for the benefit of the community and the HRA and enforce-
able by the HRA against Brookdale Three and its successors and assigns.
• 4.7) Certificate of Completion_ - Promptly after notification by
Brookdale Three of completion of the Project I Improvements contemplated by
the Project I Plans, the HRA shall inspect the construction to determine
whether such Improvements are completed substantially in accordance with
the terms of this Agreement. If the HRA is satisfied, it will furnish
Brookdale Three with a Certificate of Completion. Such Certification by
the HRA shall, except as further provided in this Section 4.7, be a conclu-
sive determination of satisfaction and termination of the agreements and
covenants in this Agreement with respect to the obligations of Brookdale
Three to construct the Improvements. The HRA shall not issue a Certificate
of Completion until the City building official has issued a Certificate of
Occupancy for the Improvements.
The certification provided for in this section shall be in recordable
form. If the HRA shall refuse or fail to provide Brookdale Three a
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certification in accordance with the provisions of this Section 4.7, the
HRA shall with
in h
t in days ys after written request. by Brookdale Three,
provide it with a written statement, indicating in adequate detail in what
respects it has failed to complete the Improvements in accordance with the
provisions of this Agreement, or is otherwise in default, and what measures
or acts it will be necessary, in the reasonable opinion of the HRA, for it
to take or perform in order to obtain such certification.
Prior to the issuance of a Certificate of Completion, the parties
shall in good faith seek to enter into a reciprocal parking agreement
providing for mutual use of the parking areas on the Project I Property and
the abutting Earle Brown Farm property.
4.8) Common Access Roadway -
(01) Brookdale Three agrees that it will construct, maintain, and
reconstruct as necessary the Common Access Roadway and maintain
the landscape areas abutting the Project I Property as shown on
Exhibit J. Prior to awarding contracts for such construction,
Brookdale Three shall furnish to ,the HRA the estimated cost for
construction. The HRA shall have 30 days from the receipt of
such information to approve or disapprove such cost. If the HFA
disapproves the cost, Brookdale Three shall convey to the HRA a
non- exclusive easement for the Common Access Roadway. The HRA
shall then construct the roadway and upon completion Brookdale
Three shall pay the HRA 50 percent of the costs incurred in
construction; provided, however, that such payment shall not
exceed 50 percent of Brookdale Three's estimated cost for
construction of the roadway. Construction of the Common Access
Roadway will occur at the same time as construction of the
parking area improvements for Project I.
(02) In the event that that Common Access Roadway is constructed by
Brookdale Three, Brookdale Three shall upon completion convey to
the HRA, and other parties designated by the HRA, a non - exclusive
easement for ingress and egress over and across the entire area
of the Common Access Roadway as described in the "as- built"
drawings prepared by Brookdale Three's architect which lies on
the Project I Property. Simultaneous therewith, rewith, the HRA shall
convey to Brookdale Three a non - exclusive easement for - ingress
and egress over and across the entire Common Access Roadway as
described in the "as- built" drawings prepared by Brookdale
Three's architect which lies on land owned by the HRA.
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• Brookdale Three agrees that it will not grant any access easement
to other entities without the written approval of the HRA'.
(03) As consideration for the granting by Brookdale Three of the
easement described in paragraph (02) of this Section 4.8 the HRA
agrees to pay an amount equal to 50 percent of the costs incurred
by Brookdale Three in construction of the Common Access Roadway.
(04) The HRA and City agree that they will landscape in accordance
with the Westwood Planning and Engineering Company Plans for the
Tax Increment District the areas adjacent to the Common Access
Roadway as part of the Public Improvements to be constructed
adjacent to the Project I Property shown on Exhibit J. Brookdale
Three agrees to grant to the HRA and /or City any easements or
entry permits required by such landscaping.
(05) The HRA agrees that it will pay to Brookdale Three 50 percent of
the reasonable costs which Brookdale - Three - incurs in maintaining
or reconstructing the Common Access Roadway.
4.9) Public Improvements - Brookdale Three agrees to join with
Brookdale in the petition for construction of the Public Improvements
described. in Section 4A.6 and to pay 50 percent of all special assessments
provided for therein. Brookdale Three further agrees to waive, in its
petition for the Public Improvements or in a separate undertaking, its
right to question the validity or amount of any such special assessment
under Minnesota Statutes, Section 429.031, Subdivision 3, and Section
429.061.
ARTICLE IVA.
CONSTRUCTION OF IMPROVEMENTS - PROJECT II
4A.1) Agreement to Construct - Subject to delivery of title to the
property described in Exhibit D, Brookdale agrees that the Improvements it
constructs, if any, on the Project II Property shall be in accordance with
the approved Concept Plan, excluding any reference in the Concept Plan to
any potential future development on the Project I Property.
•
15
x
i 4A.2) Demolition - Brookdale shall, at its sole expense, raze and
remove all structures remaining on the Project II Property at the time of
conveyance by the HRA.
4A.3) Soil Correction - Brookdale shall have the sole responsibility
to make any necessary soil correction and site improvements. Except for
the representation made in Section 2.2(05), neither the HRA nor the City
has made any representations concerning the nature of soils on the
Project II Property described in Exhibit D, the suitability of such soils
for Project II, or the cost of correcting any unsuitable soil conditions.
Site improvements include, without limitation, grading, removal, and
replacement of fill, compacting, retaining walls, piling, footings, removal
of gas services, telephone services, electrical services, sanitary sewers,
water services, wells, foundations, trees and basements.
. 4A.4) Soil Correction - Indemnity - Brookdale agrees to indemnify and
hold harmless the HRA, the City, and their officers, agents and employees
from any claim or cause of action for personal injury, property damage,
death, business interruption or other cause in equity or at law arising out
of or occasioned by the soil correction or demolition activities performed
by Brookdale, its agents or employees. Brookdale waives and releases any
claim it may have now or in the future against the City, the HRA, and ,their
officers, agents and employees from any claim Brookdale may have arising
out of or occasioned by the presence of hazardous wastes on or in the
Project II Property.
4A.5) Project Plans - Prior to construction of Project II, Brookdale
shall submit detailed schematic Project Plans for Project II (Project II
Plans). The Project II Plans shall provide for the construction of the
Improvements and shall be in conformity with this Agreement, and all
16
i
V
applicable state and local laws and regulations. The HRA shall approve the
Project II Plans in writing if, in the reasonable discretion of the HRA (a)
the Project II Plans conform to the terms and conditions of this Agreement
including Exhibit J; (b) the Project II Plans conform to all applicable
federal, state and local law, ordinances, rules and regulations; (c) the
Project II Plans are adequate to provide for the construction of the
Improvements; and (d) the Project II Plans do not provide for expenditures
in excess of the funds available to Brookdale for construction of the
Improvements. No approval by the HRA shall relieve Brookdale of the
obligation to comply with the terms of this Agreement, the terms of the
Redevelopment Plan, applicable federal, .state and local laws, ordinances,
rules and regulations, or to construct the Improvements. The HRA reserves
the unrestricted right to reject the Project II Plans if in its sole
discretion the HRA determines that items contained therein were not ad-
dressed in Exhibit J and are unacceptable to the HRA. Such Project II
Plans shall, in any event, be deemed approved unless rejected in writing by
the HRA, in whole or in part. Such rejection shall set forth in detail the
reasons therefor, and shall be made within twenty days after the date of
their receipt by the HRA. If the HRA rejects the Project II Plans in whole
or in part, Brookdale shall submit new or corrected Project II Plans within
twenty days after written notification to Brookdale of the rejection. The
provisions of this Section relating to approval, rejection and resubmission
of corrected Project II Plans shall continue to apply until the Project 1I
Plans have been approved by the HRA. The HRA may review and approve
portions of the Project II Plans which may be submitted by Brookdale from
time to time prior to the date such Project II Plans are required to be
submitted to the HRA pursuant to this Section 4A.5.
17
If Brookdale desires to make any change in the Project II Plans after
their approval by the HRA, it shall submit the proposed change to the HRA
for its approval. If the Project II Plans, as modified by the proposed
change, conform to the requirements of this Section with respect to such
previously approved Project II Plans, the HRA shall approve the proposed
change and notify Brookdale in writing of its approval. Such change in the
Project II Plans shall, in any event, be deemed approved by the HRA unless
rejected, in whole or in part, by written notice by the HRA to Brookdale,
setting forth in detail the reasons therefor. Such rejection shall be made
within ten days after receipt of the notice of such change.
Final construction plans and specifications shall be reviewed and
approved by the City Building Inspector.
4A.6) Public Improvements - Not later than March 1, 1986, the parties
will agree to plans and specifications for the construction of a storm
water holding pond and appurtenant facilities and public walkway (Public
Improvements) to be located on the Project II Property and generally
described in Exhibit J. Brookdale agrees that it will supply the City with
any easements it might reasonably request for the construction of such
Public Improvements; provided, however, that Brookdale shall, in any event,
have the obligation to maintain the Public Improvements.
The cost of such Public Improvements will be specially assessed
equally against the Project I Property and the Project II Property. The
public costs to be specially assessed shall be limited to the actual
construction costs incurred in constructing the Public Improvements togeth-
er with staff overhead expenses reasonably allocated to the Public Improve -
ments. The City agrees to conduct the necessary proceedings for con-
struction of the Public Improvements described in this Section 4A.6
18
pursuant to Minnesota Statutes, Chapter 429. Brookdale agrees (i) to
timely petition the City for construction of the Public Improvements
pursuant to Minnesota Statutes, Section 429.031, Subdivision 3; (ii) to pay
SO percent of all assessments for the Public Improvements described in this
Section 4A.6 in accordance with the established policies of the City (which
the parties stipulate includes amortization of the special assessments over
a period of 10 years at 10 percent interest per annum); and (iii) to waive,
in its petition for the Public Improvements or in a separate undertaking,
its right to question the validity or amount of any such special assessment
under Minnesota Statutes, Section 429.031, Subdivision 3, and Section.
429.061.
4A.7) North Parking Area - The North Parking Area is that portion of
the Project II Property shown in Exhibit L.
Brookdale agrees that by June 1, 1989 or within one year of notice of
demonstrated need by the HRA prior to June 1, 1989, whichever period is
longer, it will construct parking facilities in the North Parking Area
according to a plan agreed to by the HRA and Brookdale. The HRA and
Brookdale shall share equally and non - exclusively the surface parking area
of such facilities. The HRA shall demonstrate need for such facilities by
a showing that expected development on adjoining lands will create a need
for parking based upon the City's applicable parking standards, which need
cannot be met by the City's development of parking facilities on the HRA's
parcel lying to the east of the North Parking Area. If Brookdale fails to
construct such parking facilities within the period provided in this
Section 4A.7, it shall convey the North Parking Area to the HRA by a
quitclaim deed in recordable form.
19
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}
The parties anticipate that the Project II Property shall be
encumbered by a mortgage to Northwestern National Life Insurance Company in
an amount not to exceed $1,000,000. Brookdale agrees that such mortgage or
any other mortgage shall not encumber the North Parking Area.
ARTICLE V.
INSURANCE
5.1) Definitions - As used in this Article V, "Developer" shall refer
to Brookdale Three and "Improvements" shall refer to the Project I Improve-
ments.
5.2) Insurance -
(01) The Developer will provide and maintain or cause to be maintained
at all times during the process of constructing the Improvements
and, from time to time at the request of the City, furnish the
City with proof of payment of premiums on:
(i) Builder's risk insurance, written on the so- called "Build-
er's Risk -- Completed Value Basis," in an amount equal to
100% of the insurable value of the Improvements at the date
of completion, and with coverage available in nonreporting
form on the so- called "all risk" form of policy; the inter-
est of the City shall be protected in accordance with clause
in form and content satisfactory to the City;
(ii) Comprehensive general liability insurance (including op-
erations, contingent liability, operations of subcontrac-
tors, completed operations and contractual liability insur-
ance) together with an Owner's Contractor's Policy with
limits against bodily injury and property damage of not less
than $1,000,000 for each occurrence (to accomplish the
above- required limited, an umbrella excess liability policy
may be used); and
(iii) Worker's compensation insurance, with statutory coverage.
(02) Upon completion of construction of the Improvements and prior to
the Maturity Date, the Developer shall maintain, or cause to be
maintained, at its cost and expense, and from time to time at the
request of the City shall furnish proof of the payment of premi-
ums on, insurance as follows:
(i) Insurance against loss and /or damage to the Improvements
under a policy or policies covering such risks as are
20
ordinarily insured against by similar businesses, including
. (without limiting the generality of the foregoing) fire,
extended coverage, vandalism and malicious mischief, explo-
sion, water damage, demolition cost, debris removal, and
collapse in an amount not less than the full insurable
replacement value of the Improvements, but any such policy
may have a deductible ductible amount of not more than $50,000. No
policy of insurance shall be so written that the proceeds
thereof will produce less than the minimum coverage required
by the preceding sentence, by reason of co- insurance pro-
visions or otherwise, without the prior consent thereto in
writing by the City. The term "full insurable replacement
value" shall mean the actual replacement cost of the Im-
provements (excluding foundation and excavation costs and
costs of underground flues, pipes, drains and other uninsur-
able items) and equipment, and shall be determined from time
to time at the request of the City, but not more frequently
than once ever three b
y ears a insurance consultant or
y y n
insurer selected and paid for by the Developer and approved
by the City.
(ii) Comprehensive general public liability insurance, including
personal injury liability for injuries to persons and /or
property, including any injuries resulting rom the opera-
era P
tion of automobiles or other motorized vehicles on or about
the Property, in the minimum amount for each occurrence and
for each year of $1,000,000, and shall be endorsed to show
the City as and additional insured.
(iii) Such other insurance, including worker's compensation
insurance respecting all employees of the Developer, in such
amount as is customarily carried by like organizations
engaged in like activities of comparable size and liability
exposure; provided that the Developer may be self - insured
with respect to all or any part of its liability for work-
er's compensation.
(03) All insurance required in this Article V shall be taken out and
maintained in responsible insurance companies selected by the
Developer which are authorized under the laws of the State to
assume the risks covered thereby. The Developer will deposit
annually with the City copies of policies evidencing all such
insurance, or a certificate or certificates or binders of the
respective insurers stating that such insurance is in force and
effect. Unless otherwise provided in this Article V, each policy
shall contain a provision that the insurer shall not cancel or
modify it without giving written notice to the Developer and the
City at least 30 days before the cancellation or modification
becomes effective. Not less than 15 days prior to the expiration
of any policy, the Developer shall furnish the City evidence
satisfactory to the City that the policy has been renewed or
replaced by another policy conforming to the provisions of this
Article V, or that there is no necessity therefor under the terms
hereof. In lieu of separate policies, the Developer may maintain
21
a single policy, or blanket or umbrella policies, or a com-
bination thereof, which provide the total coverage required
herein, in which event the Developer shall deposit with the City
a certificate or certificates of the respective insurers as to
the amount of coverage in force upon the Improvements.
(04) The Developer agrees to notify the City immediately in the case
of damage exceeding $100,000 in amount to, or destruction of, the
Improvements or any portion thereof resulting from fire or other
casualty.
Net Proceeds of any insurance relating to damage or destruction
to the Improvements or any portion thereof as a result of fire or
other casualty in an amount estimated to equal or exceed $500,000
shall be payable according to the disbursement procedures for the
insurance proceeds contained in the loan documents relating to
the tax exempt IDB financing being obtained by Brookdale Three.
5.3) Modification for Benefit of Mortgagees - In order to facilitate
the obtaining of financing for the construction of the Improvements, the
City agrees that it shall agree to any reasonable modification of this
Article V with respect to the disposition of the Net Proceeds of any
insurance to accommodate the interests of the Holder of the First Mortgage;
provided, however, that the City determines, in its reasonable judgment,
that any such modification(s) will adequately protect the legitimate
interests and security of the City with respect to Project I. The City
also agrees to agree to such modification(s) of this Article V with respect
to other Holders to the extent the City, in its sole discretion, deems such
modification(s) necessary and reasonable.
ARTICLE VI.
TAX INCREMENT
6.1) Real Property Taxes -
(01) Assessment Agreement - On or before the date of closing the HRA
and Brookdale Three shall execute the Assessment Agreement and
22
Certification of City Assessor contained in Exhibit H of this
Agreement. The HRA shall then present the Assessment Agreement
to the City Assessor for certification. The City Assessor shall
value the property and assign a market value to the Project I
Property which shall not be less than the minimum market value
contained in the Assessment Agreement. The market value so
established may, in the discretion of the assessor, exceed the
value contained in the Assessment Agreement.
(02) Review of Taxes - Except as otherwise provided in this Agreement,
Brookdale Three shall pay all real property taxes and special
assessments assessed against the Project I Property. Brookdale
Three agrees that prior to the Maturity Date: (1) it will not
seek administrative review or judicial review of the applicabil
• ity of any tax statute determined by any tax official to be
applicable to the Development or Brookdale Three or raise the
applicability of any such tax statute as a defense in any pro-
ceeding including delinquent tax proceedings; (2) it will not
seek administrative review or judicial review of the constitu-
tionality of any such tax statute determined by any tax official
to be applicable to the Development or Brookdale Three or raise
the unconstitutionality of such tax statute as a defense in any
proceeding including delinquent tax proceedings; (3) it will not
request the City Assessor of the City to reduce the assessed
market value or assessed value of all or any portion of the
Project I Property; (4) it will not petition the board of
equalization of the City or the board of equalization of the
County to reduce the assessed market value or Assessed Value of
23
• all or any portion of the Project I Property; (5) it will not
petition the board of equalization of the State or Commissioner
of Revenue of the State to reduce the assessed market value or
assessed value of all or any portion of the Project I Property;
(6) it will not commence an action in a District Court of the
State or the Tax Court of the State pursuant to Minn Stat
Chapter 278, seeking a reduction in the assessed market value or
assessed value of the Project I Property; (7) it will not make an
application to the Commissioner of Revenue of the State request-
ing an abatement of real property taxes pursuant to Minn Stat
Chapter 270; and (8) it will not commence any other proceedings,
whether administrative, legal or equitable, with any administra-
tive body within the City, the County, or the State or with any
court of the State or the Federal Government with regard to the
minimum market value contained in the Assessment Agreement.
Brookdale Three shall not, prior to the Maturity Date, apply for
a deferral of property tax on the Project I Property pursuant to
the Act. Nothing contained herein shall be deemed to limit the
right or opportunity of Brookdale Three to challenge through any
of the means set forth above or otherwise that part of any
valuation or the Market Value which is in excess of the
stipulated value contained in the Assessment Agreement; provided,
however, that Brookdale Three may not institute or prosecute any
challenge to the excess which if successful would also result in
a reduction of the assessment below the stipulated value.
•
24
(03) Agreement to Pay Deficiencies - On the date of Closing, Brookdale
Three and the HRA will execute the Agreement to Pay Deficiencies
contained in this Agreement as Exhibit I.
(04) Limitation on Total Guarantv and Deficiency Payments -Prior to
the date of delivery of the Bonds, Brookdale Three shall execute
and deliver the Guaranty and Deficiency Agreement attached hereto
as Exhibit I, and agrees to perform the obligations thereunder.
In no event shall the amount paid to the HRA pursuant to this
Agreement or Exhibit I exceeds (a) to pay principal, 25% of the
aggregate principal amount of the TIF Bonds that has been retired
or is then due and payable, less the amount of any previous
payments made for this purpose; and (b) to pay interest, 25% of
the interest that has been paid on the TIF Bonds or is then due
and payable thereon, less the amount of any previous payments
made for this purpose. Failure of the HRA to give the Notice on
Demand required by this section does not relieve Brookdale Three
of its obligations under this Section 6.1(04) and Exhibit I. The
HRA covenants and agrees that it will not accept any payments
from Brookdale Three under this section which would cause the
interest on the Bonds to become subject to federal income
taxation. The City, HRA and Brookdale Three reserve the right to
obtain an opinion of nationally recognized bond counsel as to the
effect of the acceptance of any such payment or any payment made
pursuant to Exhibit I upon the taxable status of the interest on
the Bonds. In no event shall Brookdale Three be obligated to pay
in any 12 month period, a sum in excess of 5% of the annual debt
S service due on the Bonds unless and until the HRA files with
25
,
Brookdale Three an opinion of bond counsel satisfactory to
Brookdale Three to the effect that such excess payments would not
impair the tax exempt status of the Bonds.
ARTICLE VII.
FINANCING - PROJECT I
7.1) Financing - On or before the date of Closing, Brookdale Three
shall submit to the HRA evidence of a commitment for mortgage financing
sufficient for construction of the Improvements. If the HRA finds that the
mortgage financing is sufficiently committed and adequate in amount to
provide for the construction of the Improvements then the HRA shall notify
Brookdale Three in writing of its approval. The failure of the HRA to
notify Brookdale Three within five days of receipt of evidence by the HRA
• shall be deemed acceptance by the HRA of the adequacy of the commitment.
Notwithstanding any of the foregoing, the HRA and City specifically find
that the tax exempt IDB financing in the amount of $8,900,000 which
Brookdale Three is currently seeking through application to the City will,
when the Bonds are sold, unconditionally satisfy the requirements of this
Section 7.1.
If the HRA rejects the evidence of mortgage financing as inadequate,
Brookdale Three shall have five days from the date of such notification to
submit evidence of financing satisfactory to the HRA. If Brookdale Three
fails to submit such evidence, any party may terminate this Agreement
whereupon all parties shall be released from any further obligation or
liability hereunder.
7.2) Limitations Upon Encumbrance of Property - Prior to the issuance
of a Certificate of Completion, neither Brookdale Three nor any successor
26
in interest to the Project I Property or any part thereof shall engage in
any financing or any other transaction creating any mortgage or other
encumbrance or lien upon the Project I Property, whether by express agree-
ment or operation of law, or suffer any encumbrance or lien to be made on
or attached to the Project I Property other than the liens or encumbrances
attached for the purposes of obtaining funds to the extent necessary for
making the Improvements and such additional funds, if any, in an amount not
to exceed the costs of developing the Project without the prior written
approval of the HRA. For the purposes of such financing as may be made
pursuant to the Agreement, the Property may, at the option of Brookdale
Three (or successor in interest be divided in e
)� to several parts not incon-
sistent with the purposes of the Development Plan and the Agreement. The
HRA shall not approve any Mortgage which does not contain terms that
• conform to the terms of Article VII and Section 9.2 of this Agreement.
Closing and delivery of the deed to Brookdale Three shall be a conclusive
determination that such mortgage is approved.
7.3) Copy of Notice of Default to Lender - Whenever the HRA shall
deliver any notice or demand to Brookdale Three with respect to any breach
or default by Brookdale Three in its obligations or covenants under this
Agreement, the HRA shall at the same time forward a copy of such notice or
demand to each Holder of any Mortgage authorized by this Agreement at the
last known address of such Holder as shown in the records of the HRA.
7.4) Mortgagee Not Obligated to Construct Notwithstanding any of
the provisions of this Agreement, including but not limited to those which
are or are intended to be covenants running with the land, the holder of
any mortgage including any such holder who obtains title to the Project I
Property or any part thereof as a result of foreclosure proceedings, or
27
action in lieu thereof, but not including any other purchaser at foreclo-
sure sale (other than the holder of the mortgage itself) shall in no way be
obligated by the provisions of this Agreement to construct or complete
Project I or to guarantee such construction or completion. Nor shall any
covenant or any other provision in the deed be construed to so obligate
such holder; provided that nothing in this section or any other section or
provision of this Agreement shall be deemed or construed to permit or
authorize any such holder to devote the Project I Property or any part
thereof to the uses, on to construct any improvements thereon, other than
those uses or improvements provided or permitted in the Concept Plan or
Project Plans.
7.5) HRA's Option to Cure Default - In the event that the Holder of
financing authorized pursuant to this Article VII sends -a notice of default
. to Brookdale Three, the Holder shall also notify the HRA in writing of:
(a) the fact of the default, (b) the elements of the default, and (c) the
actions required to cure the default. If Brookdale Three fails to timely
cure the default or fails to make arrangements satisfactory to the Holder
to cure said default, then the HRA shall have 30 days from the expiration
of such cure period to cure the default. If the HRA cures the default as
set forth above, then the Holder shall pursue none of its remedies under
the financing based upon the said default of Brookdale Three. In the event
of a transfer of the title to the Property to the HRA, or a third party
approved by the HRA, whether or not required to cure a default, said
transfer shall not constitute an event of default under the financing
unless the security of the holder has, in fact, been impaired by said
transfer. In the event of said transfer (which does not impair the securi-
ty of the Holder), the Holder shall permit the transferee to assume all
28
t
outstanding obligations (and receive all remaining disbursements) under the
financing.
7.6) Subordination - In order to facilitate the obtaining of financ-
ing for the construction of the Improvements by Brookdale Three, the City
and HRA agree to subordinate their rights under this Agreement to the
Mortgage held by the financial institution providing such funds, but only
to the extent to be reasonably determined by the City and HRA and such
financial institution. The HRA specifically represents that its right of
revestiture of title provided in Section 9.3 is subordinate and subject to
the lien of any encumbrance permitted by this Agreement with respect to
both the Project I Property and the Project II Property.
ARTICLE VIII.
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER - PROJECT I
8.1) Representation as to Redevelopment - Brookdale Three represents
and agrees that its undertakings pursuant to the Agreement, are for the
purpose of development of the Project I Property and not for speculation in
landholding. Brookdale Three further recognizes that, in view of:
(01) the importance of the redevelopment of the Project I Property to
the general welfare of the HRA;
(02) the substantial financing and other public aids that have been
made available by the HRA for the purpose of making such Develop-
ment possible;
that the qualifications and identity of Brookdale Three are of particular
concern to the HRA.
Brookdale Three further recognizes that it is because of such quali-
fications and identity that the ERA is entering into this Agreement, and,
In so, doing, are further willing to have relied on the representations and
29
r
• undertakings of Brookdale Three for the faithful performance of all un-
dertakings and covenants agreed by Brookdale Three to be performed.
8.2) Prohibition Against Transfer of Project I Property and Assign-
ment of Agreement - For the reasons set out in Section 8.1, Brookdale Three
represents and agrees that (except for associating with other individuals
or entities), prior to the completion of Improvements as certified by the
HRA:
(01) Except only by way of security for, and only for the purpose of
obtaining financing necessary to enable Brookdale Three or any
successor in interest to the Project I Property, or any part
thereof, to perform its obligations with respect to the Develop-
ment under this Agreement and any other purpose authorized by
this Agreement, Brookdale Three (except as so authorized) has not
made or created, and that it will not make or create, or suffer
to be made or created, any total or partial sale, assignment,
conveyance, or lease, or any trust or power, or transfer in any
other mode or form of or with respect to the Agreement or the
Project I Property or any part thereof or any interest therein,
or any contract or agreement to do any of the same, without the
• prior written approval of the HRA.
(02) The HRA shall be entitled to require, except as otherwise provid-
ed in this Agreement, as conditions to any such approval that:
(i) any proposed transferee shall have the qualifications and
financial responsibility, as determined by the HRA, necessary and
adequate to fulfill the obligations undertaken in the Agreement
by Brookdale Three (or, in the event the transfer is of or
relates to part of the Project I Property, such obligations to
the extent that they relate to such part); (ii) any proposed
transferee, by instrument in writing satisfactory to the HRA and
in form recordable among the land records, shall for itself and
its successors and assigns, and expressly for the benefit of the
HRA, have expressly assumed all of the obligations of Brookdale
Three under this Agreement and agreed to be subject to such
obligations, restrictions and conditions (or, in the event the
transfer is, of, or relates to part of the Project I Property,
such obligations, conditions and restrictions to the extent that
they relate to such part); provided, that the fact that any
transferee of, or any other successor in interest whatsoever to,
the Project I Property or any part thereof, shall, for whatever
reason, not have assumed such obligations or so agreed to do so,
shall not (unless and only to the extent otherwise specifically
provided in the Agreement or agreed to in writing by the HRA)
relieve or except
pt s ch transferee or successor of or from such
• obligations, conditions, or restrictions, or deprive or limit the
HRA of or with respect to any rights or remedies or controls with
respect to the Project I Property or the construction of the
30
Improvements; it being the intent of this Section, together with
other provisions of the Agreement, that (to the fullest extent
permitted by law and equity and excepting only in the manner and
to the extent specifically provided otherwise in the Agreement)
no transfer of, or change with respect to, ownership in the
Project I Property or any part thereof, or any interest therein,
however consummated or occurring, and whether voluntary or
involuntary, shall operate, legally or practically, to deprive or
limit the HRA, of any rights or remedies or controls provided in
or resulting from the Agreement with respect to the Project I
Property and the construction of the Improvements that the HRA
would have had, had there been no such transfer or change; (iii)
there shall be submitted to the HRA for review all instruments
and other legal documents involved in effecting transfers de-
scribed herein; and if approved by the HRA, its approval shall be
indicated to Brookdale Three in writing.
In the absence of specific written agreement by the HRA to the contrary, no
such transfer or approval by the HRA thereof shall be deemed to relieve
Brookdale Three from any of its obligations with respect thereto.
8.3) Approvals - Any approval required to be given by the HRA under
. this Article VIII may be denied only in the event that the HFA reasonably
determines that the ability of Brookdale Three to perform its obligations
under this Agreement will be materially impaired by the action for which
approval is sought.
8.4) Upon Completion - Upon issuance of the Certificate of Completion
by the HRA, no consent or approval of the HRA or City shall be required
with regard to any sale of or additional financing on Project I.
ARTICLE IX.
EVENTS OF DEFAULT
9.1) 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 (unless the context otherwise pro-
vides), any one or more of the following events:
31
!
(01) Failure by Brookdale Three as to Project I or Brookdale as to
Project II to pay when due the payments required to be paid under
any provision of this Agreement including the payment of property
taxes and special assessments.
(02) Failure by Brookdale Three as to Project I or Brookdale as to
Project II to observe and substantially perform any covenant,
condition, obligation or agreement on its part to be observed or
performed hereunder, after written notice as provided in this
Agreement.
(03) If Brookdale Three as to Project I or Brookdale as to Project II
shall admit in writing its inability to pay its debts generally
as they become due, or shall file a petition in bankruptcy, or
shall make an assignment for the benefit of its creditors, or
shall consent to the appointment of a receiver of itself or of
the whole or any substantial part of the applicable Property.
(04) If Brookdale Three as to Project I or Brookdale as to Project II
shall file a petition under the federal bankruptcy laws.
(05) If Brookdale Three as to Project I or Brookdale as to Project II,
on a petition in bankruptcy filed against it, be adjudicated a
bankrupt, or a court of competent jurisdiction shall enter an
order of decree appointing, without its consent, a receiver of it
or of the whole or substantially all of its property, or approve
a petition filed against it seeking reorganization or arrangement
of it under the federal bankruptcy laws, and such adjudication,
order or decree shall not be vacated or set aside or stayed
within 60 days from the date of entry thereof.
(06) If Brookdale Three as to Project I or Brookdale as to Project II
is in default under any Mortgage and has not entered into a
work -out agreement with the Mortgagee.
9.2) Remedies on Default - Whenever any event of default occurs, the
City or HRA may, in addition to any other remedies or rights given them
under- this Agreement but only after Brookdale Three's as to Project I or
Brookdale's as to Project II failure to cure within 30 days of written
notice of default, take any one or more of the following actions:
(01) suspend their performance under this Agreement as to Project I if
the default is by Brookdale Three or Project II if the default is
by Brookdale until they receive assurances from Brookdale Three
as to Project I or Brookdale as to Project II, deemed adequate by
the City and HRA, that it will cure its default and continue its
performance under this Agreement;
32
•
• (02) cancel and rescind this Agreement as to Project I if the default
is by Brookdale Three or Project II if the default is by
Brookdale;
(03) take whatever action at law or in equity may appear necessary or
desirable to the City or HRA to collect any payments due under
this Agreement, or to enforce performance and observance of any
obligation, agreement, or covenant of the Developer under this
.Agreement a
g s to Project t I if the default efault is by Brookdale Three or
Project II if
� the default is b Brookdale;
lea
provided that any exercise by the City or HRA of its rights or remedies
hereunder shall always be subject to and limited by, and shall not defeat,
render invalid or limit in any way (a) the lien of any Mortgage authorized
by this Agreement and (b) any rights or interests provided in this Agree-
ment for the protection of the holders of a Mortgage; and provided further -
that should any mortgagee succeed by foreclosure of the Mortgage or deed in
lieu thereof to either the Project I Property or the Project II Property,
it shall, notwithstanding the foregoing, be obligated to perform the
•
following obligations of Brookdale Three as to Project I or Brookdale rookdale as to
Project II only to the extent that the same have not theretofore been
performed by Brookdale Three as to Project I or Brookdale as to Project II:
Sections 3.1 through 3.5; Sections 4.1 through 4.6; Section 5.1; Section
6.1. Said mortgagee shall have no obligations pursuant to this Agreement
other than as specifically set forth in the foregoing sentence.
9.3) Revesting Interest in HRA Upon Happening of Event Subsequent to
Conveyance - In the event that subsequent to the Closing date and as to
Project I prior to the issuance of a Certificate of Completion and as to
Project II prior to completion of construction:
(01) Brookdale Three as to Project I or Brookdale as to Project II
shall, after commencement of the construction of the Improve-
ments, default in or violate its obligations with respect to the
construction of the Improvements (including the nature and the
date for the completion thereof), or shall abandon or substan-
tially suspend construction work, such act or actions is not due
to Unavoidable Delays and any such default, violation,
33
e
abandonment, or suspension shall not be cured, ended, or remedied
within the time period provided for in this Agreement; or
(02) Brookdale Three as to Project I or Brookdale as to Project II (or
successor in interest) shall fail to pay real estate taxes or
assessments on the applicable Project 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 materialmen's or mechanics' lien,
or any other unauthorized encumbrance or lien to attach, and such
taxes or assessments shall not have been paid, or the encumbrance
or lien removed or discharged or provision satisfactory to the
City made for such payment, removal, or discharge, within 30 days
after written demand by the HRA to do so; provided, that if
Brookdale Three as to Project I or Brookdale as to Project II
shall first notify the HRA of its intention to do so, it may in
good faith contest any mechanics' or other lien filed or
established and in such event the HRA shall permit such mechan-
ics' or other lien to remain undischarged and unsatisfied during
the period of such contest and any appeal, but only if Brookdale
Three as to Project I or Brookdale as to Project II provides the
HRA with a bank letter of credit in the amount of the lien, in a
form satisfactory to the HRA pursuant to which the bank will pay
to the HRA the amount of any lien in the event that the lien is
finally y determined to be valid and during the course of such
contest B
• rookdale Three as to Project I or Brookdale as to
Project II shall keep the HRA informed respecting the status of
such defense and provide further, that nothing in this Section
9.3(02) shall be deemed to limit the right of Brookdale Three as
to Project I or Brookdale as to Project II to appeal the amount
of any real property tax and special assessment as provided in
Section 6.1(02) of this Agreement; or
(03) there is, in violation of the Agreement, any transfer of the
Project I Property or any part thereof, and such violation shall
not be cured within 30 days after written demand by the HRA to
Brookdale Three; or
(04) Brookdale Three as to Project I or Brookdale as to Project II
fails to comply with any of its covenants under this Agreement
and fails to cure any such noncompliance or breach within _30 days
after written demand to do so where such demand is required by
this Agreement;
then the HRA shall have the right to re -enter and take possession of the
land described in Exhibits B and D from the party in violation of this
Section 9.3 and to terminate (and revest in the HRA) the interest of
Brookdale with respect to the Project II Property or Brookdale Three with
respect to the Project I Property; provided, however, that such revestiture
34
of title shall be subject to the lien of any encumbrance permitted under
this Agreement.
9.4) Resale of Reacquired Property; Disposition of Proceeds - Upon
the reverting in the HRA as provided in Section 9.3, the HRA shall, pursu-
ant to its responsibilities under law, use its best efforts to resell the
revested applicable Project Property or part thereof in such manner as the
HRA shall find feasible and consistent with the objectives of such law and
of the Development Plan for the District. Upon such resale of the proper-
ty, the proceeds thereof in excess of the amount necessary to satisfy the
lien of any encumbrance permitted under this Agreement may be retained
without limitation by the HRA.
9.5) No Remedy Exclusive - No remedy herein conferred upon or re-
.
served to the City or HRA is intended to be exclusive of any other avail-
able 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 there-
of, but any such right and power may be exercised from time to time and as
often as may be deemed expedient. In order to entitle the City or HRA or
Brookdale Three or Brookdale to exercise any remedy reserved to it, it
shall not be necessary to give notice, other than such notice as may be
required in this Article IX.
9.6) No Additional Waiver Implied by One Waiver - In the event any
agreement contained in this Agreement should be breached by any party and
thereafter waived by the other parties, such waiver shall be limited to the
35
particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.
9.7) Upon,Completion - After the issuance of a Certificate of
Completion as to Project I and after completion of construction as to
Project II., the HRA and /or City will have no further remedies under this
Article IX except that they may take whatever action at law or in equity=
may appear necessary or desirable to the City or HRA to collect any
payments due under Exhibit H or Exhibit I, or to enforce performance or
observance of Sections 3.1(03)1, 4.8(01), 4A.6, and 4A.7.
ARTICLE X.
ADDITIONAL PROVISIONS
10.1) Conflict of Interests; Representatives Not Individually
Liable - No member, official, or employee of the City or HRA shall have any
person al interest, direct or indirect, in this Agreement, nor shall any
such member, official, or employee participate in any decision relating to
this Agreement which affects his personal interests or the interests of any
corporation, partnership, or association in which he is, directly or
indirectly, interested. No member, official, or employee of the City or
HRA shall be personally liable to the Developer, or any successor in
interest, in the event of any default or breach by the City or HRA or for
any amount which may become due to Brookdale Three or Brookdale (as to the
applicable Project) or successor or on any obligations under the terms of
this Agreement.
10.2) Non - Discrimination - The provisions of Minnesota Statutes,
Section 181.59, which relate to civil rights and non- discrimination, and
any affirmative action program of the City shall be considered a part of
36
this Agreement and binding on Brookdale and Brookdale Three as though fully
set forth herein.
10.3) Provisions Not Merged with Deed - None of the provisions of
this Agreement are intended to be or shall be merged by reason of any deed
transferring any interest in any part of the Project I Property or the
Project II Property and any such deed shall not be deemed to affect or
impair the provisions of this Agreement.
10.4) Notice of Status and Conformance - At such time as all of the
provisions of this Agreement have been fully performed by Brookdale Three
or Brookdale (as to the applicable Project), the HRA, upon not less than
ten days prior written notice by Brookdale Three or Brookdale (as to the
applicable Project), agrees to execute, acknowledge and deliver, without
charge to Brookdale Three or Brookdale (as to the applicable Project) or to
• any person designated by Brookdale Three or Brookdale (as to the applicable
Project), a statement in writing in recordable form certifying, to the
extent to which this Agreement has been fully performed and the obligations
hereunder fully satisfied. Such certification shall not, however, be
deemed a satisfaction of Brookdale Three's obligations created under the
Assessment Agreement or the Agreement to Pay Deficiencies.
10.5) Notices and Demands - Except as otherwise expressly provided in
this Agreement, a notice, demand or other communication under the Agreement
by either party to the other shall be sufficiently given or delivered if it
is sent by mail, postage prepaid, return receipt requested or delivered
personally:
(01) As to the HRA:
37
i
a
(02) As to the City:
(03) As to Brookdale Three:
(04) As to Brookdale:
or at such other address with respect to either such party as that party
may, from time to time, designate in writing and forward to the other as
provided in this Section.
10.6) Counterparts - This Agreement may be simultaneously executed in
any number of counterparts, all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the City and HRA have caused this Agreement to be
• duly executed in their names and behalf and its seal to be hereunto duly
affixed and Brookdale Three and Brookdale have caused this Agreement to be
duly executed as of the day and year first above written.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR CITY OF
BROOKLYN CENTER, MINNESOTA
By
Its Executive Director
By
Its Commission Chairman
•
38
CITY OF BROOKLYN CENTER
By
Its Mayor
By
Its City Manager
BROOKDALE THREE LIMITED PARTNERSHIP
By Ryan Properties, Inc., its General
Partner
By
Its
BROOKDALE CORPORATE CENTER, A LIMITED
PARTNERSHIP
By Ryan Properties, Inc., its General
Partner
By
Its
39
STATE OF MINNESOTA }
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
1985, by and , the Executive
Director and Commissioner Chairman of the Housing and Redevelopment
Authority.in and for the City of Brooklyn Center, Minnesota.
Notary Public
STATE OF MINNESOTA )
-) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day, of
1985, by and the Mayor and
City Manager of the City of Brooklyn Center, Minnesota.
Notary Public
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1985, by the of Ryan
Properties, Inc., the general partner of Brookdale Three Limited
Partnership,- a Minnesota limited partnership, on behalf of said
partnership.
Notary Public
s
t
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1985, by , the of Ryan
Properties, Inc., the general partner of Brookdale Corporate Center, a
Minnesota limited partnership, on behalf of said partnership.
Notary Public
•
i
EXHIBIT A
• Project I Property
That part of Lot 1, Block 1, Brookdale Corporate Center,
Hennepin County, Minnesota, lying southerly of a line described
as follows: Beginning at a point on the westerly line of
said Lot, distant 263.19 feet northerly of the southwest
corner; thence S 87° 14' 38" E to the easterly line of said
Lot and there terminating. The said westerly line has an
assumed bearing of N 6 52' 33" E.
AND
That part of Tract B, Registered Land Survey Number 1380;
part of Outlot A, Brooklyn Center Industrial Park Plat 1
and part of vacated Earle Brown Drive, as platted in Twin
Cities Interchange Park, all in Hennepin County, Minnesota,
described as follows: Beginning at the southwest corner of
said Tract B; thence on an assumed bearing of N 6° 52' 33" E
along the westerly line of said Tract B, a distance of 323.62
feet, more or less, to a point distant 422.71 feet south
from the northwest corner of said Tract B; thence S 87 14'
38" E, a distance of 221.28 feet, more or less, to its
intersection with a line bearing S 2 45' 22" W from a point
on the north line of Outlot B, Brookdale Corporate Center,
distant 138.07 feet east of the northwest corner of said
Outlot'B; thence S 2 45' 22" W, a distance of 96.00 feet;
thence S 87 14' 38" E, a distance of 140.01 feet; thence
S 1° 23' 22 W, a distance of 506.71 feet; thence S 69° 52'
52" W, a distance of 87.05 feet to the northeasterly right
of way line of Summit Drive; thence northwesterly along said
right of way line and along the southwesterly lines of said
Outlot A and said Tract B to the point of beginning.
The above- described property will be Tracts A and H of the
proposed Registered Land Survey drawn by Suburban Engineering,
Inc., dated December 1985.
r
• EXHIBIT B
T
Project Property to be Conveyed by HRA to Brookdale Three
That part of Tract B, Registered Land Survey Number 1380;
part of Outlot A, Brooklyn Center Industrial Park Plat 1
and part of vacated Earle Brown Drive, as platted in Twin
Cities Interchange Park, all in Hennepin County, Minnesota,
described as follows: Beginning at the southwest corner of
said Tract B; thence on an assumed bearing of N 6° 52' 33" E
along the westerly line of said Tract B, a distance of 323.62
feet, more or less, to a point distant 422.71 feet south
from the northwest corner of said Tract B; thence S 87° 14'
38" E, a distance of 221.28 feet, more or less, to its
intersection with a line bearing S 2 45' 22" t^: from a point
on the north line of Outlot B, Brookdale Corporate Center,
distant 138.07 feet east of the northwest corner of said
Outlot B; thence S 2 45' 22 W, a distance of 96.00 feet;
thence S 87 14 38" E, a distance of 140.01 feet; thence
S 1 23' 22" W, a distance of 506.71 feet; thence S 69° 52'
52" W, a distance of 87.05 feet to the northeasterly right
of way line of Summit Drive; thence northwesterly along said
right of way line and along the southwesterly lines of said
Outlot A and said Tract B to the point of beginning.
•
The above- described property will be Tract H of the proposed
Registered Land Survey drawn by Suburban Engineering, Inc.,
dated December 1985.
t
EXHIBIT C
Project II Property
That part of Lot 1, Block 1, and Outlot B, Brookdale Corporate
Center, Hennepin County, Minnesota, described as follows
Beginning at a point on the westerly line of said Lot 1,
distant 263.19 feet northerly of the southwest corner of
said Lot, said westerly line has an assumed bearing of N 6
52' 33 E; thence continue along said westerly line, and
along the northerly line to the northwest corner of said
Outlot; thence S 87 14' 38" E, along the north line of said
Outlot, a distance of 138.07 feet; thence S 2 45' 22" W,
a distance of 87.31 feet to the south line of said Outlot;
thence westerly, along said south line and its extension
to an angle point in the easterly line of said Lot 1; thence
southerly along said easterly line a distance of 422.71 feet,
more or less, to its intersection with a line bearing S.87
14' 38" E from the point of beginning; thence N 87° 14' 38
W to the point of beginning:
AND
That part of Outlot B, Brookdale Corporate Center, Hennepin
County, Minnesota, described as follows: Commencing at the
northwest corner of said Outlot; thence on an assumed bearing
of S 87 14' 38" E, along the north line of said Outlot,
a distance of 138.07 feet to the actual point of beginning;
thence continue along said north line, a distance of 125.39
feet thence S 1 23' 22 W, to the south line of said Outlot_;
thence westerly along said south line, to its intersection
with a line drawn S 2° 45' 22" W from the actual point of
beginning; thence N 2 22" E to the actual point of
beginning.
AND
That part of Tract B, Registered Land Survey Number 1380,
Hennepin County, Minnesota, described as follows: Commencing
at the northwest corner of Outlot B, Brookdale Corporate
Center; thence on an assumed bearing of S 87 14' 38" E along
the north line of said Outlot, a distance of 138.07 feet;
thence S 2 45' 22" W to the south line of said Outlot and
the actual point of beginning; thence continue S 2 45' 22" W,
a distance of 122.13 feet; thence S 87 14' 38" E, a distance
of 130.39 feet, more or less, to its intersection with a
line bearing S 1 23' 22" W from a point on the north line
of said Outlot, distant 263.46 feet east of the northwest
corner of said Outlot; thence N 1 23' 22" E to said south
line; thence westerly along said south line to the actual
point of beginning.
• AND
That part of Tract B, Registered Land Survey Number 1380,
Hennepin County, Minnesota, described as follows: Beginning
at the northwest corner of said Tract; thence on an assumed
bearing of S 6 52' 33" W along the west line of said Tract,
a distance of 422.71 feet; thence S 87 14' 38" E, _a distance
of 221.28 . 8 feet more or
less, to its intersection with a
line bearing S 2 45' 22" W from a point on the north line
Of Outlot B, Brookdale Corporate Center, distant 138.07 feet
east of the northwest corner of said Outlot B; thence N 20
45' 22" E to the north line of said Tract B; thence westerly
along said north line to the point of beginning.
The above - described property will be Tracts B, C, E and G
of the proposed Registered Land Survey drawn by Suburban
Engineering, Inc., dated December 1985.
•
-2-
• EXHIBIT D
Project II Property to be Conveyed by HRA to Brookdale
That part of Tract B, Registered Land Survey Number 1380,
j Hennepin County, Minnesota, described as follows: Commencing
at the northwest corner of Outlot B, Brookdale Corporate
Center; thence on an assumed bearing of S 87 14' 38 E along
the north line of said Outlot, a distance of 138.07 feet
thence S 2 45' 22" W to the south line of said Outlot and
the actual point of beginning; thence continue S 2° 45' 22" W,
a distance of 122.13 feet; thence S 87 14' 38" E, a distance
of 130.39 feet, more or less, to its intersection with a
line bearing S 1 23' 22" W from a point on the north line
of said Outlot, distant 263.46 feet east of the northwest
corner of said Outlot; thence N 1 23 22" E to said south
line; thence westerly along said south line to the actual
point of beginning.
AND
That part of Tract B, Registered Land Survey Number 1380,
Hennepin County, Minnesota, described as follows: Beginning
at the northwest corner of said Tract; thence on an assumed
bearing of S 6 52' 33" W along the west line of said Tract,
a distance of 422.71 feet; thence S 87 14' 38"E, a distance
of 221.28 feet, more or less, to its intersection with a
line bearing S 2 45' 22" W from a point on the north line
Of Outlot B, Brookdale Corporate Center, distant 138.07 feet
east of the northwest corner of said Outlot B; thence N 2
45' 22 "• E to the north line of said Tract B; thence westerly
along said north line to the point of beginning.
The above - described property will be Tracts c and G of the
proposed Registered Land Survey drawn by Suburban Engineering,
Inc., dated December 1985.
•
• EXHIBIT E
Land to be Acquired by HRA from R.F.I.
Tract A, Registered Land Survey Number 1380 and that part
of vacated Earle Brown Drive lying southeasterly of the
centerline thereof, as platted in Twin Cities Interchange
Park, all in Hennepin County, Minnesota.
EXHIBIT F
Land to be Acquired by HRA from Brookdale
That part of Outlot B, Brookdale Corporate Center, Hennepin
County, Minnesota, lying easterly of ' a line described as
r
Follows. Commencing at the northwest corner of said Outlot;
thence on an assumed bearing of S 87 14' 38" E, along the
north line of said Outlot, a distance of 263.46 feet to the
actual point of beginning; thence S 1 23' 22" W to the south
line of said Outlot and there terminating.
The above - described property will be Tract D of the proposed
Registered Land Survey drawn by Suburban Engineering, Inc.,
dated December 1985.
Exhibit G
CERTIFICATE OF COMPLETION
The undersigned hereby certifies that BROOKDALE" THREE LIMITED
PARTNERSHIP, a Minnesota limited partnership, has fully and completely
complied with its obligations under Article of that document entitled
"Contract for Private Development" dated 1985, between the
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER
(HRA), the CITY OF BROOKLYN CENTER (City), BROOKDALE THREE LIMITED
PARTNERSHIP, and BROOKDALE CORPORATE CENTER, A LIMITED PARTNERSHIP with
respect to construction of Project I in accordance with the approved
Project I Plan and is released and forever discharged from its obligations
to construct under such above- referenced Article with respect to such
Project I.
DATED:
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF BROOKLYN
CENTER, MINNESOTA
By
Its Commission Chairman
By
Its Executive Director
Exhibit H
ASSESSMENT AGREEMENT
AND
CERTIFICATION OF ASSESSOR
THIS AGREEMENT, MADE and entered into this day of ,
1985, be and between THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF
BROOKLYN CENTER, MINNESOTA, a Minnesota public body corporate and politic
(HRA) and BROORDALE THREE LIMITED PARTNERSHIP, a Minnesota limited
partnership (Developer).
WITNESSETH:
WHEREAS, parties have contemporaneously with this Agreement entered
into a Contract for Private Development (Redevelopment Contract), dated
, 1985, regarding the redevelopment of certain real property
• (Property) located in the Earle Brown Farm Redevelopment District in the
City of Brooklyn Center legally described in Schedule A hereto; and
WHEREAS, it is contemplated that pursuant to the Redevelopment _Con-
tract the Developer will construct a commercial development described as
the Project in such Agreement to be 50 percent completed by January 1, 1987
and completed by June 1, 1987; and
WHEREAS, the HRA, the City and the Developer desire to establish
minimum market values for the Property and the Project to be constructed_
thereon during the time of the private development, pursuant to Minnesota
Statutes, Section 273.76, Subdivision 8; and
WHEREAS, the HRA, the City and the City Assessor have reviewed the
preliminary plans and specifications for the Project which it is contem-
plated will be erected.
NOW, THEREFORE, the parties do hereby agree as follows:
• 1. On January 1, 1987, the minimum market value of the Project and
land described in Schedule A shall be $3,197,223. On January 1, 1988 and
until the date on which the tax increment will no longer be remitted to the
HRA pursuant to Minnesota Statutes, Section 273.75, Subdivision 1 (Maturity
Date), the minimum market value for the Project and land described in
Exhibit A shall be $6,394,445.
2. The City Assessor shall value the Project and Property and assign
a market value which shall not be less than the minimum market value
provided herein. Nothing in this Agreement shall limit the discretion of
the City Assessor or any other public official or body having the duty to
determine the market value of the Property for ad valorem tax purposes, to
assign to the Property and the Project to be built thereon, market value in
excess of the minimum market value specified in this Agreement.
. 3. Neither the preambles nor the provisions of this Agreement are
intended nor shall they be construed as modifying the terms of the Redevel-
opment Contract.
4. This Agreement shall remain in effect and inure to the benefit
and be binding upon the successors and assigns of the parties until the
Maturity Date and shall not be affected by any damage to or destruction of
the Improvements.
5. As provided in Minnesota Statutes, Section 273.76, Subdivision 8,
nothing contained herein shall be deemed to limit the right of the Develop-
er to challenge that part of any valuation on the market value which is in
excess of the stipulated market value contained in this Agreement.
• HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF BROOKLYN
CENTER, MINNESOTA
By
Its Commission Chairman
By
Its Executive Director
BROOKDALE THREE LIMITED PARTNERSHIP
By Ryan Properties, Inc., its
General Partner
By
Its
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
1985, by and
the Commission Chairman and Executive Director of
the Housing and Redevelopment Authority in and for the City of Brooklyn
Center, Minnesota.
Notary Public
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1985, by , the of Ryan
Properties, Inc., the general partner of BROOKDALE THREE LIMITED
PARTNERSHIP, a Minnesota limited partnership, on - behalf of said
partnership.
Notary Public
SCHEDULE A
Project I Property
That part of Lot 1, Block 1, Brookdale Corporate Center,
Hennepin County, Minnesota, lying southerly of a line described
as follows: Beginning at a point on the westerly line of
said Lot, distant 263.19 feet northerly of the southwest
corner; thence s 87^ 14' 38" E to the easterly line of said
Lot and there term.i.nating. The said westerly line` has an
assumed bearing of N 6" 52' 33" E.
AND
That part of Tract B, Registered Land Survey Number 1380;
part of Outlot -A, Brooklyn Center Industrial Park Plat 1
and part of vacated Earle Brown Drive, as platted in Twin
Cities Interchange Park, all in Hennepin County, Minnesota,
described as follows: Beginning at the southwest corner of
said Tract B; thence on an assumed bearing of N 6° 52' 33" E
along the westerly line of said Tract B, a distance of 323.62
feet, more or less, to a point distant 422.71 feet south
from the northwest corner of said Tract B; thence S 87° 14'
38" E, a distance of 221.28 feet, more or less, to its
intersection with a line bearing S 2 45' 22" W from a point
on the north line of 011tlot B, Brookdale Corporate Center,
distant 138.07 feet east of the northwest corner of said
Outlot B; thence S 2 45' 22" W, a distance of 96.00 feet;
thence S 87 14' 38" E, a distance of 140.01 feet; thence
S 1° 23' 22" W, i distance of 506.71 feet; thence S 69 52'
•52" W, a distance of 87.05 feet to the northeasterly right
of way line of Summit Drive; thence northwesterly along said
right of way line and along the southwesterly lines of said
outlot A and said Tract B to the point of beginning.
The above- descr.ibe(1 property will be Tracts A and H of the
proposed Registered Land Survey drawn by Suburban Engineering,
Inc., dated December 1985,
CERTIFICATION BY ASSESSOR
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the market value assigned to the land
upon which the Project is to be constructed, and being of the opinion that
the minimum market value contained in the foregoing Agreement appears
reasonable, hereby certifies as follows: The undersigned Assessor, being
legally responsible for the assessment of the above described property,
hereby certifies that the market value assigned to such land and improve-
ments upon completion of the improvements to be constructed thereon shall
not be less than the amounts contained in paragraph 1 of the attached
Assessment Agreement until expiration of the Agreement as provided in
paragraph 4 thereof.
Assessor
ss r
City of Brooklyn Center
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1985, by the Assessor of the City of
Brooklyn Center, Minnesota.
Notary Public
•
Exhibit I
DEFICIENCY AGREEMENT
THIS AGREEMENT, made as of the day of , 1985, by and
between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF
BROOKLYN CENTER, MINNESOTA, a Minnesota public body corporate and politic
(HRA) and BROOKDALE THREE LIMITED PARTNERSHIP, a Minnesota limited
partnership (Developer).
WITNESSETH:
WHEREAS, the Developer has on , 1985, entered into an
agreement entitled: Contract for Private Development (Agreement) with the
HRA, the City of Brooklyn Center, a Minnesota municipal corporation (City),
and Brookdale Corporate Center, a Limited Partnership, a Minnesota limited
partnership, for the purpose of causing the redevelopment by the Developer
of certain real property described in the Agreement and situated in the
City of Brooklyn Center, County of Hennepin, and State of Minnesota
(Property); and
WHEREAS, the HRA has established the Earle Brown Farm Redevelopment
District (Project Area) and established within such Project Area a redevel-
opment tax increment district pursuant to Minnesota Statutes, Sec-
tion 273.71, et. seq., which includes the Property; and
WHEREAS, the Agreement requires the HRA and the City to use their best
efforts to convey certain property within the Project Area to the Developer
and requires the Developer to perform certain covenants and promises, and
to construct certain improvements thereon (which improvements and Property
are hereinafter referred to as the "Project ") all as more fully described
in the Agreement and located on land described in the attached Schedule A;
and
WHEREAS, in order to provide the HRA with the funds necessary to
construct Public Improvements and for other public costs within the Project
Area, the City has issued its general obligation tax increment bonds
(Bonds), which bonds mature February 1, 2003 (Maturity Date); and
WHEREAS, the HRA and the City are unwilling to undertake said trans-
actions unless the Developer guarantees its performance of certain cove-
nants and promises as more fully described in the Agreement and as further
set out below:
NOW, THEREFORE, in consideration of the premises and of One Dollar
($1.00) and other good and valuable consideration in hand paid by the HRA
to the Developer for the purpose of inducing the Authority to carry out the
aforementioned transaction with the Developer, the Developer agrees as
follows:
I. If the tax increment generated from the Project, payable with the
real estate taxes due in any calendar year commencing in 1988 and ending on
the Maturity Date or when the Bonds are otherwise defeased or paid, is less
than the amount contained in Schedule B, the HRA shall notify Developer of
the difference between the tax increment generated from the Property and
such amount (Deficiency) and shall make written demand of developer for the
payment thereof. Developer shall, within 30 days after receipt of written
notice of demand from the HRA, pay to the HRA the Deficiency.
2. The foregoing obligation of the Developer to pay any Deficiency
is subject to the limitations contained in Section 6.1(04) of the
Agreement.
3. This Agreement to Pay Deficiencies shall be and remain the
personal obligation of the Developer until (i) the Maturity Date or (ii)
the last date on which the tax increment will no longer be remitted to the
HRA pursuant to Minnesota Statutes, Section 273.75, Subdivision 1, or (iii)
the date on which the Bonds are paid or defeased and shall not be affected
by any damage to or destruction of the Project.
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF BROOKLYN
CENTER, MINNESOTA
By
Its Commission Chairman
By
Its Executive Director
BROOKDALE THREE LIMITED PARTNERSHIP
By Ryan Properties, Inc., its
General Partner
By
Its
' STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1985, by and , the Commission
Chairman and Executive Director of the Housing and Redevelopment Authority
in and for the City of Brooklyn Center, Minnesota.
Notary Public
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1985, by , the of Ryan
Properties, Inc., the general partner of BROOKDALE THREE LIMITED
PARTNERSHIP, a Minnesota limited partnership, on behalf of said
partnership.
Notary Public
• ' SCHEDULE A
r
Project I Property
That part of Lot 1, Block 1, Brookdale Corporate Center,
Hennepin County, Minnesota, lying southerly of a line described
as follows Beginning at a point on the westerly line of
said Lot, distant 263.19 feet northerly of the southwest
corner; thence S 87 14' 38" E to the easterly line of said
Lot and there terminating. The said westerly line has an
assumed bearing of N 6 52' 33" E.
AND
That part of Tract B, Registered Land Survey Number 1380;
part of Outlot A, Brooklyn Center Industrial Park Plat l
and part of vacated Earle Brown Drive, as platted in Twin
Cities Interchange Park, all in Hennepin County, Minnesota,
described as follows: Beginning at the southwest corner of
said Tract B; thence on an assumed bearing of N 6 52' 33" E
along the westerly line of said Tract B, a distance of 323.62
feet, more or less, to a point distant 422.71 feet south
from the northwest corner of said Tract B; thence S 87° 14'
38" E, a distance of 221.28 feet, more or less, to its
intersection with a line bearing S 2 45' 22" W from a point
on the north line of Outlot B, Brookdale Corporate Center, -
distant 138.07 feet east of the northwest corner of said
Outlot B; thence S 2 45' 22" W, a distance of 96.00 feet;
.thence S 87 14' 38"
E, a distance of 140.01 feet; thence
S 1° 23' 22" W, a distance of 506.71 feet; thence S 69° 52'
52 W, a distance of 87.05 feet to the northeasterly right
of way line of Summit Drive; thence northwesterly along said
right of way line and along the southwesterly lines of said
• Outlot A and said Tract B to the point of beginning.
The above - described property will be Tracts A and H of the
proposed Registered Land Survey drawn by Suburban Engineering,
Inc., dated December 1985.
r
Schedule B
TAX INCREMENT LEVELS FOR THE YEARS COVERED
AGREEMENT TO PAY DEFICIENCIES
Year Tax Increment Level
1988 $110,325
1989 252,825
1990 252,825
1991 252,825
1992 252,825
1993 252,825
1994 252,825
1995 252,825
1996 252,825
1997 252,825
1998 252,825
1999 252,825
2000- 252,825
2001 252,825
2002 252,825
2003 252,825
1 C �
Exhibit J
CONCEPT PLAN
(Drawings)
The building lying south of Line A will have a top elevation stepped
upward from east to west. The building shall have an exterior reflective
glass skin.
All exterior mechanical equipment for the building shall be located
only on the west side of the building, the roof, or both.
Any landscaping of the Project Property shall be in harmony with a
landscape plan for the boulevard and entry ways to be prepared by Westwood
Planning & Engineering Company.
A storm water holding pond and appurtenant facilities and public
walkway shall be constructed on the Project II Property pursuant to
Section 4A.6 of the Agreement.
The portion of the land shown in the above drawings lying north of
Line A relates to potential Project II development of the site. With
respect to such future development, approval of this Concept Plan by the
City and HRA is limited to the location and footprint size of the building,
locations of curb cuts and access, and general location of off- street
parking areas. This Concept Plan does not preclude the future construction
of a parking ramp within the Project II parking area, but in approving this
Concept Plan, the City and HRA do not specifically approve the construction
of any such parking ramp.
� ry
,
EXHIBIT K
THE HOFFMAN MEMORANDUM
Prior to Brookdale or its successors and assigns
commencing any construction with respect to Project II, it is
understood and agreed that the square footage density of Project
II must be resolved taking into consideration the trip generation
rate during peak p.m. hours. The City /HRA have retained
Short- Elliot Hendrickson Consultants (SEH) who have prepared a
Memorandum for the City /HRA dated September 24, 1985, which
outlines the maximum development under three options. Maximum
development using a 1.9 office trip rate per 1,000 and assuming
an elderly development would allow a maximum office development
of 250,600 square feet for Project I and II. Using a 2.2 trip
rate, the maximum development would be 159,500 square feet for
Project I and II. Brookdale has retained Barton - Aschman
Associates, who have prepared a Memorandum using a trip
generation in the area of 1.5 trips per 1,000 square feet of
office space which would demonstrate that Project I and II could
support 400,000 square feet of office space. Prior to any such
construction and as a part of the approval of the Improvements
for Project II, the maximum size of the office development in
terms of square footage will be determined by the City /HRA and
Brookdale, taking into consideration actual trip site generation
numbers in the area by study rather than projected site
generation numbers.
In connection with such study, the following shall be
applicable:
(a) Total trip generation during "peak p.m. hours" will
not exceed 3,200 trips in T.A.Z. 13, 14, 15,_17 and
18 as defined in SEH's study report dated May 6,
1985.
(b) Subject to the total trip generation requirement of
3,200 trips during peak hours the Ci
9 P � ty /HRA will
attempt to maximize Project II office development
to include p.m. peak hour trip generations reserved
for but not used on the Earle Brown Farm and the
residential development per SEH study report of May
6, 1985.
Upon mutual approval of such study, Brookdale and the
City /HRA shall agree upon the maximum square footage office
density for Project II. Such agreement shall not relieve
Brookdale from compliance with the other terms and provisions of the Agreement relative to construction of the Improvements on
Project II.
EXHIBIT L
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CERTIFICATION OF MINUTES RELATING TO
19,000,000 Commercial Development Revenue Bonds
(Brookdale Three Limited Partnership Project)
Issuer: City of Brooklyn Center, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting, he -d
on December _, 1985, at o'clock P.M., at the City Hall.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (pages):
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BROOKLY14
CENTER, MINNESOTA, APPROVING THE ISSUANCE AND SALE OF
t C01- 1MERCIAL DEVELOPMENT REVENUE BONDS (BROOKDALE
THREE LIMITED PARTNERSHIP PROJECT) AND AUTHORIZING THE
EXECUTION OF DOCUMENTS RELATING THERETO
I, the undersigned, being the duly qualified and
acting recording officer of the public corporation issuing the
bonds referred to in the title of this certificate, certify
that the documents attached hereto, as described above, have
been carefully compared with the original records of said
corporation in my legal custody, from which they have been
transcribed; that said documents are a correct and complete
transcript of the minutes of a meeting of the governing body of
said corporation, and correct and complete copies of all
resolutions and other actions taken and of all documents
approved by the governing body at said meeting, so far as they
relate to said bonds; and that said meeting was duly held by
the governing body at the time and place and was attended
throughout by the members indicated above, pursuant to call and
notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer
this day of December, 1985.
Signature
(SEAL) Gerald G. Splinter,
City Manager -Clerk
Member introduced the following
resolution and moved its adoption:
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BROOKLYN
CENTER, MINNESOTA, APPROVING THE ISSUANCE AND SALE OF
$ COMMERCIAL DEVELOPMENT REVENUE BONDS (BROOKDALE
THREE LIMITED PARTNERSHIP PROJECT) AND AUTHORIZING THE
EXECUT OF DOCUMENTS RELATING THERETO
BE IT RESOLVED by the City Council (the Council) of
the City of Brooklyn Center, Minnesota (the Municipality), as
follows:.
Section 1 . It is hereby found, determined and
declared as follows
(A) Under Minnesota Statutes, Chapter 474, as amended
( the Act) , the Municipality is authorized and empowered to
issue revenue bonds to finance all or any part of the costs
of acquisition, construction and.equipping of projects and
to enter int "revenue ev
r enue agreements with "contracting
g
parties (as defined in the Act) providing for the prompt
payment by the contracting party of principal of and
interest on the revenue bonds when due.
(B) A preliminary resolution proposing the issuance
of revenue bonds in an amount not to exceed $9,000,000 to
finance the cost of the acquisition, construction and
equipping of a 110,000 square foot office building (the
Project) ) in the Municipality on behalf of l3rookdale Three
Limited Partnership, a Minnesota limited partnership (the
Company), was adopted October , 1985.
(C) The issuance and sale of up to $9,000,000
Commercial Development Revenue Bonds (Brookdale Three
Limited Partnership Project) (the Bonds) by the
Municipality and the financing of the Project pursuant to
the Act will serve the public interest by expanding the
commercial tax base and employment opportunities in the
Municipality.
(D) Pursuant to a Mortgage Loari agreement to be dated
December 1, 1985 (the Loan Agreement) to be entered into
between the Municipality and the Company, the Municipality
will lend the proceeds of the Bonds to the Company and the
Company agrees to repay the Loan in specified amounts and
at specified times sufficient to pay in full when due the
-2-
RESOLUTION NO.
principal;of, premium, if any, and interest on the Bonds.
In addition, the Loan Agreement contains provisions
relating to the construction and completion of the Project,
the payment by the Company of certain administrative and
legal costs of the Municipality, the maintenance and
operation of the Project, indemnification, insurance and
other agreements and covenants which are required or
permitted by the Act and which the Municipality and the
Company deem necessary or desirable for the financing of
the Project. A draft of the Loan Agreement has been
submitted to the Council.
(E) Pursuant to an Indenture of Trust to be dated
December 1, 1985 (the Indenture), to be entered into
between the Municipality and First Trust Company, Inc. (the
Trustee), the pledges and grants a security
interest in all of its right, title and interest in the
Loan Agreement (except for certain rights for reimbursement
of certain costs and expenses and for indemnification) to
the Trustee. A draft of the Indenture has been submitted
to the Council.
(F) The Bonds will be special limited obligations of
the Municipality. The Bonds shall not be payable from or
charged upon any funds other than the revenues pledged to
the payment thereof, nor shall the Municipality be subject
to any liability thereon. No holder of the Bonds shall
ever have the right to compel any exercise of the taxing
power of the Municipality to pay the Bonds or the interest
thereon, nor to enforce payment thereof against any
property of the Municipality. The Bonds shall not
constitute a debt of the Municipality within the meaning of
any constitutional or statutory limitation.
Section 2 . In order to provide for the financing of
the Project, the Municipality hereby authorizes the issuance of
the Bonds.in the principal amount not to exceed $9,000,000.
The Bonds shall be in the general form set forth in the
Indenture. The Mayor and City Manager are authorized to
approve the final maturity schedule for the Bonds (provided the
principal amount shall not exceed 19,000,000) and the final
interest rates (provided the net effective rate shall not
exceed 10% per annum) The Bonds shall be sold to Juran &
Moody, Inc. at a price not less than 95% of principal amount,
upon the terms specified in a Bond Purchase Agreement which the
Mayor and Manager are authorized to negotiate and execute upon
approval thereof by the City Attorney.
Section 3 . The Loan Agreement and the Indenture are
hereby made a part of this resolution as fully as though set
-3-
RESOLUTION NO.
forth herein and are hereby approved in substantially the form
presented to the Council. The Mayor and the Manager are hereby
authorized and directed to execute, acknowledge and deliver
said documents on behalf of the Municipality with such changes,
insertions and omissions therein as the City Attorney may
hereafter deem appropriate, such execution to be conclusive
evidence of approval of such documents in accordance with the
terms hereof.
Section 4 . Juran & Moody, Inc. is authorized to
prepare and distribute a Preliminary Official Statement and an
Official Statement for the issue provided that the Municipality
assumes no responsibility for the accuracy or completeness
thereof_
Section 5 . The Mayor and the Manager are hereby
authorized and directed to execute and deliver such other
documents and certificates as may be necessary or desirable to
accomplish the issuance of the Bonds, subject to approval
thereof by the City Attorney.
Date Mayor
ATTEST:
Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
member _ , and upon vote being taken thereon, the following
members voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
Member introduced the following resolution and
moved its adoption:
RESOLUTION NO.
RESOLUTION APPROVING REGISTERED LAND SURVEY OF A PORTION OF
LAND LYING BETWEEN SUMMIT DRIVE AND EARLE BROWN DRIVE
WHEREAS, a request has been duly received by the City of
Brooklyn Center to approved a - Registered Land Survev--of lands
lying within the corporate_ limits of the City of Brooklyn Center,
such proposed Registered Land Survey is attached hereto as
Exhibit A; and
WHEREAS, pursuant to Minnesota Statutes, Section 508.47,
Subdivision 4 and Minnesota Statutes, Section 462.358 and the
City's subdivision .regulations promulgated therefrom, the matter
has been duly referred to the City's Planning Commission for
public hearing; and
WHEREAS, the City staff has reviewed the proposed Registered
Land Survey and reported on such review to this Council;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Brooklyn Center as follows:
1. . The Registered _Land Survey is approved affective Decem-
ber 18, 1985.
2. Following the public hearing on the Registered Land Survey,
the Mayor and City Manager are authorized and hereby direct-
ed to endorse such approval, on behalf of the City, upon the
Registered Land Survey.
Date Mayor
ATTEST:
Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
member , 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.