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HomeMy WebLinkAbout2018 03-26 EDAPEDA Agenda EPA MEETING City of Brooklyn Center March 26, 2018 AGENDA 1.Call to Order —The EDA requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council packet, including EDA (Economic Development Authority), is available to the public. The packet ring binder is located at the podium. 2.Roll Call 3.Approval of Agenda and Consent Agenda —The following items are considered to be routine by the Economic Development Authority (EDA) and will be enacted by one motion. There will be no separate discussion of these items unless a Commissioner so requests, in which event the item will be removed from the consent agenda and considered at the end of Commission Consideration Items. a. Approval of Minutes 1. January 22, 2018— Regular Session 4.Commission Consideration Items a. Resolution Approving a Preliminary Development Agreement with Alatus, LLC for the Opportunity Site Requested Commission Action: —Motion to adopt resolution. 5. Adjournment EDA Agenda Item No. 3a MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION JANUARY 22, 2018 CITY HALL - COUNCIL CHAMBERS 1.CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to order by President Tim Willson at 7:55 p.m. 2.ROLL CALL President Tim Willson and Commissioners Marquita Butler, April Graves, Kris Lawrence- Anderson, and Dan Ryan. Also present were Executive Director Curt Boganey, Deputy City Manager Reggie Edwards, Interim Community Development Director Michael Ericson, Director of Public Works Doran Cote, Police Chief Tim Gannon, City Attorney Troy Gilchrist, and Carla Wirth, TimeSaver Off Site Secretarial, Inc. 3.APPROVAL OF AGENDA AND CONSENT AGENDA Commissioner Lawrence-Anderson moved and Commissioner Graves seconded to approve the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES January8, 2018— Regular Session Motion passed unanimously. 4.COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION NO. 2018-03 APPROVING THE PURCHASE AND SALE AGREEMENT AND ACQUISITION OF CERTAIN PROPERTY LOCATED AT: 5915 JOHN MARTIN DRIVE, BROOKLYN CENTER, MN Interim Community Development Director Michael Ericson introduced the item, discussed the history, and stated the purpose of the proposed resolution to approve the purchase agreement with Eretz LLC for the sale of the former Perkins Restaurant site located at 5915 John Martin Drive. He described the negotiations with the property owner of the former Perkins Restaurant for several years and indicated that recently, staff was approached by the owner and an agreement in the sale price was reached at $425,000. The Finance Director has identified the 01/22/18 -1- DRAFT source of funds for the purchase as Tax Increment Financing (TIF) District 3. After the sale price is deducted from the TIF #3 Fund, the remaining balance will be $1.7 million. Commissioner Graves left the Chambers at 7:57 p.m. Commissioner Lawrence-Anderson moved and Commissioner Butler seconded to adopt RESOLUTION NO. 2018-03 Approving the Purchase and Sale Agreement and Acquisition of Certain Property Located at: 5915 John Martin Drive, Brooklyn Center, MN. Motion passed 4-0-1 (Commissioner Graves absent for the vote). Commissioner Graves returned at 7:58 p.m. 5. ADJOURNMENT Commissioner Ryan moved and Commissioner Lawrence-Anderson seconded adjournment of the Economic Development Authority meeting at 7:58 p.m. Motion passed unanimously. 01/22/18 -2- DRAFT EDA Agenda Item No. 4a EDA ITEM MEMORANDUM DATE: March 26, 2018 TO: Curt Boganey, City Man t FROM: Meg Beekman, Community Development Director SUBJECT: Resolution Approving the Preliminary Development Agreement with Alatus, LLC for the redevelopment of the site known as the Opportunity Site Recommendation: It is recommended that the Economic Development Authority adopt the Resolution Approving the Preliminary Development Agreement with Alatus, LLC for the redevelopment of the Opportunity Site. Background: On February 20, 2018, the City Council heard proposals from two developers regarding concepts for the Opportunity Site. After meeting with each development team, hearing their vision for the site, and reviewing the proposed concepts, the City Council directed staff to move forward with drafting a Preliminary Development Agreement with Alatus, LLC. Preliminary Development Agreement: Stacie Kvilvang, with Ehlers has prepared a memo outlining the terms and conditions of the PDA (Attached). Resolution: The City Attorney's Office has prepared the attached resolution which formally approves the Preliminary Development Agreement with Alatus, LLC. Budget Issues: There are no General Fund expenditures associated with this agreement. Alatus, LLC will be responsible for all expenses incurred by the city related to the predevelopment work on this site, as described in the Preliminary Development Agreement. This lot is included within Tax Increment District No. 7 (Opportunity Site) with future tax increment generated by this development available to the EDA for eligible redevelopment expenditures and activities. Mission: Ensuring an attractive, clean, safe, inclusive community that enhances the quality of life for all people and preserves the public trust EDA ITEM MEMORANDUM Strategic Priorities: • Targeted Redevelopment Attachments: • Memo dated March 16, 2018 from Stacie Kvilvang • EDA Resolution 2018-004 • Preliminary Development Agreement with Alatus, LLC Mission: Ensuring an attractive, clean, safe, inclusive community that enhances the quality of life for all people and preserves the public trust To: Curt Boganey - Executive Director From: Stacie Kvilvang Date: March 16, 2018 Subject: Preliminary Development Agreement (PDA) For Opportunity Site At the February 20, 2018 City Council work session, the City Council directed staff to work with the EDA Attorney to draft a PDA by and between Alatus LLC. for review and consideration. The intent of the PDA is to provide the developer exclusive development rights to the property for a defined term. During this time, the EDA and the developer will negotiate a Purchase and Redevelopment Agreement which will include terms for the sale of the EDA property. The agreement will also include details of what is to be constructed and when, as well as a determination of all public improvements required for the development. In addition, the City, EDA and the developer will be completing all actions necessary to approve final site plans for the development. Following are the proposed terms of the PDA: 1.Property a. Authority-owned property known as the "Opportunity Site" and consisting of approximately 32 acres plus two (2) additional parcels owned or under contract by the EDA adjacent or near this site. 2.Term a.PDA is for one (1) year and expires on April 1, 2019, unless otherwise extended by agreement of both parties Either party can terminate the PDA at any time by providing written notice. The Developer is required to promptly notify the EDA if they determine that the development isn't financially feasible and the PDA will be terminated. b.EDA will not (i) discuss the terms of the Development or enter into or negotiate a similar agreement or other proposals with any other party during the term of the PDA for development of the area without the prior written consent of the Developer; or (ii) provide or enter into an agreement to provide financial assistance to any other party to develop the Authority Property. c. During the term of the PDA, the EDA and the developer shall proceed with the negotiation of a Purchase and Development Agreement, which is at the sole discretion of each party. vwwehIers-inccom E H L E R S Minnesota phone 651-697-8500 3060 Centre Pointe Drive LEADERS IN PUBLIC FINANCE Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122 toll free 800-552-1171 Curt Boganey - EDA Executive Director Preliminary Development Agreement For Opportunity Site March 15, 2018 Page 2 3. City responsibilities a.Coordinate meetings with the EDA, City Council, Planning Commission and the community to refine the site plan and project details b.Assist in identifying public improvements necessary to be constructed in connection with the Development, including but not limited to the centralized park area, new roadways and storm water ponding c.Identify type and amount of development fees that the developer will be required to pay d.Identify the approval process and timeframes for development approvals that may be expected for the development e.Identify the sources of public financial assistance that may be made available to the Developer in connection with the Development f.Provide the developer title information, surveys and environmental reports related to the property g.Negotiate with the developer the terms of and prepare the Purchase and Development Agreement, including analyzing justification of the purchase price for the Authority property h.Provide the developer surveys and environmental reports it has for the property and cooperate with the Developer in pursing and federal or state environmental approvals, permits, etc. I. Neither the City nor the EDA will exercise its condemnation powers to acquire any additional property in connection with the Development, notwithstanding any other agreement. 4. Developer responsibilities (at sole expense) a.Continue to refine its site and building plans for the development b.Undertake preliminary engineering and soil testing of the property, indemnify the EDA from any claims or damage due to entry onto the property and repair any damage made to the property c.Submit a proposed schedule for the undertaking of the Development including phasing and the timing of the closing of each phase d.Update evidence of title to the property and provide to the EDA any objections to title e. Seek to secure a commitment for financing sufficient for construction of the first phase of Development Curt Boganey - EDA Executive Director Preliminary Development Agreement For Opportunity Site March 15, 2018 Page 3 f.Submit to staff a project pro forma detailing all costs of the development and the sources and uses of all funds to finance the development, including justification for the amount proposed to be paid by the developer to acquire the property g.Seek to secure tenants for the Development; provided that the Developer has no authority to lease or otherwise encumber the Authority Property h.Determine the acceptability of the environmental condition of the Authority and Additional Property i.Identify the Additional Property to be acquired to undertake and complete the Development and work to secure options or purchase agreements with the owners of such property j.Identify any off-site public improvements expected or required to be completed as part of the Development and identify any on-site public improvements expected or required to be completed as part of the Development, including any centralized park, new roads and storm water ponding. k.Conduct one or more community open house(s) to solicit public input regarding the proposed development concept and such other neighborhood meetings as may reasonably be requested by the EDA. I. Work with the EDA/City to provide information necessary to apply for funding grants from governmental grant sources. m.Obtain any market studies for the Development to assess overall feasibility and to refine the scope of the Development and provide a copy to the EDA. n.Make all required presentations to the City Council, the EDA and Planning Commission. o.Undertake a traffic study to identify any traffic concerns, circulation issues and potential need for additional off-site improvements p.Provide quarterly status reports on progress to the EDA. 5.Payment of EDA Costs a. Developer will pay 100% of the EDA's costs for consultants in connection with the redevelopment including but not limited to Ehlers, EDA attorney, etc. Developer is required to make a $25,000 deposit at the time the PDA is signed into an escrow account and will continue to make deposits as required over time. 6.Contingencies a. Terms of acquisition (price) for Authority property has to be acceptable to the EDA Curt Boganey - EDA Executive Director Preliminary Development Agreement For Opportunity Site March 15, 2018 Page 4 b.Acceptance by the developer of environmental and geotechnical assessments and all other environmental and wetland reports and surveys certified to the developer and its lender c.Title to the property needs to be acceptable to the developer in its sole discretion d.The EDA and the developer need to obtain all necessary approvals from any participating governmental authority e.Developer needs to obtain from the City all planning, zoning and permit approvals f.The Developer having conducted soils, well, engineering, hazardous waste, environmental and other testing as it determines necessary g.Developer needs to obtain financing at a minimum the initial phase of the development acceptable to them and satisfactory to the EDA The developer has reviewed the attached PDA and is agreeable to the terms outlined. Please contact me at 651-697-8506 with any questions. Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO.__________ RESOLUTION APPROVING A PRELIMINARY DEVELOPMENT AGREEMENT (ALATUS/OPPORTUNITY SITE) WHEREAS, the Economic Development Authority of Brooklyn Center, Minnesota (the "EDA") has received a proposal from Alatus, LLC, a Minnesota limited liability company (the "Developer") that the EDA consider entering into an agreement to assist the Developer in connection with the acquisition of land from the EDA and construction of a mixed use apartment/hotel/commercial/single-family development together with related improvements including a centralized park area, new roads and storm water ponding to be located in the area bounded by Shingle Creek Parkway, John Martin Drive, Highway 100 and Bass Lake Road in the City of Brooklyn Center, Minnesota (the "Project"); and WHEREAS, the EDA has caused to be prepared a Preliminary Development Agreement by and between the EDA and the Developer (the "Preliminary Development Agreement") setting forth the tasks the Developer will undertake in determining whether to proceed with the Project and the EDA will undertake in considering a definitive agreement pursuant to which it would provide assistance for the Project. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority of Brooklyn Center, Minnesota (the "Board"), as follows: Section 1. EDA Approval, Further Proceedings. 1.01. The EDA hereby approves the Preliminary Development Agreement substantially in accordance with the terms set forth in the form presented to the Board, together with any related documents necessary in connection therewith (collectively, the "Preliminary Development Documents") and hereby authorizes the President and Executive Director to negotiate the final terms thereof and, in their discretion and at such time as they may deem appropriate, to execute the Preliminary Development Documents on behalf of the EDA, and to carry out, on behalf of the EDA, the EDA' s obligations thereunder. 1.02. The approval hereby given to the Preliminary Development Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of the officers, any of the documents authorized by this Resolution to be executed may be executed without further act or 519271v1 JSB BR291-386 EDA RESOLUTION NO. authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the City Attorney, may act in their behalf. 1.03. Upon execution and delivery of the Preliminary Development Documents, the officers and employees of the EDA are hereby authorized and directed to take or cause to be taken such actions as may be necessary on behalf of the EDA to implement the Preliminary Development Documents. 1.04. The Board hereby determines that the execution and performance of the Preliminary Development Documents will help realize the public purposes of the Act. March 26,_2018 Date President The motion for the adoption of the foregoing resolution was duly seconded by Commissioner and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 2 51927 lvi JSB BR291-386 PRELIMINARY DEVELOPMENT AGREEMENT THIS AGREEMENT is made and entered into this day of _______, 2018, by and between the Economic Development Authority of Brooklyn Center, Minnesota (the "Authority") with its principal office at 6301 Shingle Creek Parkway, Brooklyn Center, Minnesota 55430, and Alatus, LLC, a Minnesota limited liability company (the "Developer") with its principal office at 800Nicollet Mall, Suite 2850, Minneapolis, Minnesota 55402. WITNESSETH: WHEREAS, the Authority is the owner of certain real property described in Exhibit A (the "Authority Property") located in the City of Brooklyn Center (the "City"); and WHEREAS, the Developer has presented to the Authority a concept for the development of the Authority Property and certain other real property located adjacent to or near the Authority Property that may be acquired by the Developer (the "Additional Property") through the construction of a mixed use apartment/hotel/commercial/single-family development together with related improvements including a centralized park area, new roads and storm water ponding (the "Development"), which proposal contemplates the Authority's conveyance of the Authority Property to the Developer; and WHEREAS, the Authority Property and the Additional Property are collectively referred to in this Agreement as the "Redevelopment Property"; and WHEREAS, the Authority's Board of Commissioners has reviewed the Developer's development concept and desires to enter into this Preliminary Development Agreement to allow the Developer to further refine its development concept and to negotiate the sale of Authority Property, public participation in the Development, and approval of the final development concept; and WHEREAS, the Authority and Developer intend to proceed with the Development if: (i) a design for the Development can be agreed upon by the Authority and the Developer; (ii) a satisfactory agreement can be reached regarding the purchase price to be paid by the Developer for the Authority Property; (iii) satisfactory financing for the Development can be secured; and (iv) the economic feasibility and soundness of the Development and other necessary preconditions have been determined to the satisfaction of the parties. NOW, THEREFORE, in consideration of the foregoing, the Authority and the Developer hereby agree as follows: Section 1. Preliminary Nature of Agreement. The Authority and Developer agree that this Agreement is intended to be preliminary in nature. Before the Authority and Developer can make a decision on whether to proceed with the implementation of the Developer's development concept, it will be necessary to assemble and consider information relative to the uses, design, economics and other aspects of the Development. The purpose of this Agreement is to allow the 1 5188380 JSB BR291-386 Developer an opportunity to assemble such necessary information, to refine the above referenced development concept, and to negotiate with the Authority concerning the execution of a purchase and development agreement (the "Contract") which, if executed, will set forth the rights and responsibilities of the Authority and the Developer with respect to the Development. During the term of this Agreement, the Authority agrees that it will not (i) subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, without the prior written consent of Developer, discuss the terms of the Development, or (ii) enter into or negotiate a similar agreement or any other proposals with any party other than the Developer to develop the Authority Property. Section 2. Present Intent of Parties. It is the intention of the parties that this Agreement document their present understanding and commitments and that if the following conditions can be fulfilled to the satisfaction of the Authority and Developer that the parties will proceed in an attempt to formulate a mutually satisfactory Contract: (a)the Developer demonstrates the feasibility of the Development as refined pursuant to this Agreement; (b)the Developer provides such documentation regarding the economic feasibility of the Development as the Authority may wish to receive during the term of this Agreement; (c)the completion of all undertakings required by this Agreement in a satisfactory and timely manner; (d)the satisfaction of such other conditions as are determined to be appropriate by either party; and (e) the Development is generally consistent with the proposal submitted to the Authority's Board of Commissioners on February 20, 2018. The Contract (together with any other agreements entered into between the parties hereto contemporaneously therewith) when executed will supersede all understandings and obligations of the parties hereunder. Section 3. Development Design. The Developer's concept for the Development on the Redevelopment Property is preliminary in nature and must be refined before implementation. The concept as proposed involves the construction of a mixed-use apartment/hotel/commercial/single-family development together with related improvements including a centralized park area, new roads and storm water ponding improvements. Section 4. Developer Undertakings. During the term of this Agreement the Developer shall do the following: (a) Continue to refine its site and building plans for the Development. 2 518838v5 JSB BR291-386 (b)Undertake preliminary engineering, soil testing/borings and geotechnical analysis of the Redevelopment Property. For this purpose, the Developer and its contractors shall have the right to enter upon the Authority Property at reasonable times and after notice to the Authority. The Developer shall indemnify, defend and hold the Authority harmless from and against any claims or damage, of whatsoever nature, arising out of the entry onto the Authority Property and shall repair any damage caused to the Authority Property. (c)Submit to the Authority a proposed schedule for the undertaking of the Development including phasing and the timing of the closing of each phase. (d)Using title information and a survey provided by the Authority, update evidence of title to the Authority Property and provide to the Authority any objections to title. (e)Seek to secure a commitment for financing sufficient for construction of the first phase of Development. (f)Submit to the Authority a project pro forma detailing all costs of the Development and the sources and uses of all funds to be raised to finance the Development, including justification for the amount proposed to be paid by the Developer to acquire the Authority Property. (g)Seek to secure tenants for the Development; provided that the Developer has no authority by virtue of this Agreement to lease or otherwise encumber the Authority Property. (h)Obtain environmental reports and studies provided by the Authority and such other studies and testing deemed necessary, to determine the acceptability of the environmental condition of the Authority Property and any Additional Property. (i)Identify the Additional Property to be acquired to undertake and complete the Development and work to secure options or purchase agreements with the owners of such property. (j)Identify any off-site public improvements expected or required to be completed as part of the Development and identify any on-site public improvements expected or required to be completed as part of the Development, including any centralized park, new roads and storm water ponding. (k)Conduct one or more community open house(s) to solicit public input regarding the proposed development concept and such other neighborhood meetings as may reasonably be requested by the Authority. (1) Work with the Authority or City to provide information necessary to apply for funding grants from governmental grant sources. 518838v5 JSB BR291-386 (m)Obtain any market studies for the Development to assess overall feasibility and to refine the scope of the Development and complete a traffic study to assess the overall traffic impact resulting from the Development. (n)Make all required presentations to the City Council of the City, the Authority's Board of Commissioners and the City Planning Commission in connection with approvals of the Development. All of the information described above shall be prepared or collected at the sole expense of the Developer. The Developer agrees that it will provide the Authority with quarterly status reports on progress made with respect to its activities under this Agreement. The Developer shall have no obligation to provide the Authority or City any reports, tests, analyses or any other due diligence it has prepared internally or obtained from any third party except as specifically provided herein. Section 5. Authority Undertakings. During the term of this Agreement, the Authority will undertake the following: (a)Coordinate meetings with the Authority, City Council, Planning Commission and the community to refine the Development plans. (b)Assist in identifying public improvements necessary to be constructed in connection with the Development, including but not limited to the centralized park area, new roadways and storm water ponding. (c)Identify construction, permit, application, utility and any other fees and the amount of such fees that the Developer may be expected to pay in connection with the Development. (d)Identify the approval process and timeframes for development approvals that may be expected for the Development. (e)Identify the sources of public financial assistance that may be made available to the Developer in connection with the Development such as tax increment financing, state, local and federal grants and land write down assistance. If any such financial assistance is actually provided in connection with the Development, the amount, timing and terms of such assistance will be set forth in the definitive Contract and no commitment is being made in this Agreement that any such assistance will be provided to the Developer. (f)Provide to the Developer any title information and any 3'' party reports the Authority has on hand regarding the Authority Property. (g) Cause to be prepared drafts of the Contract upon satisfaction of the conditions in Section 2. 518838v5 JSB BR291-386 (h)Provide to the Developer any surveys and environmental reports related to the Authority Property that are in the possession of the Authority. The Authority will, at the Developer's expense, cooperate with the Developer in pursuing any federal or State environmental approvals, permits, program enrollments or determinations requested by the Developer with respect to the Authority Property. (i)Analyze information provided by the Developer to determine if the conveyance of the Authority Property for the Developer's proposed purchase price is justified. (j)Notwithstanding any provisions or understanding to the contrary, neither the City nor the Authority will exercise its condemnation powers to acquire any additional property or other real property in connection with the Development. (k)Cooperate with the Developer, at the Developer's expense, in completing the traffic study as required by Section 4(m). Section 6. Contingencies. The parties acknowledge and agree that proceeding with the Development is subject to a number of contingencies, including, but not limited to, the following: (a)The acquisition of all or part of the Redevelopment Property by direct purchase, on such terms and conditions as are acceptable to the Authority in its sole and absolute discretion. (b)The acceptance by the Developer of its environmental and geotechnical assessments and all other environmental and wetland reports and surveys certified to the Developer and its lender, deemed necessary by the Authority and the Developer for all of the property to be encompassed by the Development, which reports and surveys must be satisfactory to the Authority and the Developer. (c)The Authority and the Developer having obtained all necessary approvals for the Development from any participating governmental authority including, but not limited to, any necessary watershed district approvals. (d)The Developer having obtained such zoning modifications, rezoning, planned unit development approvals, conditional use permits and such other approvals as are necessary to allow the Development to move forward. (e)Title to the Authority Property and any Additional Property having been found acceptable to the Developer in its sole discretion. (f)The Developer having conducted such soils, well, engineering, hazardous waste, environmental and other testing as it determines necessary. (g) The Developer having obtained financing for, at a minimum, the initial phase of the Development acceptable to Developer and satisfactory to the Authority. 5 5188380 JSB BR291-386 Section 7. Negotiation of Contract. During the term of this Agreement, the Authority and the Developer shall proceed with the negotiation of a Contract relative to the Development. The decision to enter into a Contract shall be in the sole discretion of each of the parties. If prior to execution of the Contract either party determines in its sole discretion that it is not in its best interest, for whatever reason, to proceed with the Development or the Contract, it shall so notify the other party, whereupon this Agreement shall terminate and neither party shall have any rights or obligations to the other or to any third party under or with respect to this Agreement, except as provided in Section 9 regarding Authority costs incurred prior to such termination. If the Developer determines during the term of this Agreement that undertaking the Development is not financially feasible, it will promptly notify the Authority of such determination and the parties will terminate this Agreement. Section 8. Effect of Approvals. No approval given by the Authority hereunder or in connection herewith shall be deemed to constitute an approval of the Development for any purpose other than as stated herein and the process outlined in this Agreement shall not be deemed to supersede any concept review, conditional use permit, vacation, subdivision, or other zoning or planning approval process of the Authority or the City relative to the development of real estate. Section 9. Payment of Authority Costs. In consideration of the Authority's covenants and agreements set forth herein, the Developer agrees that it will pay costs incurred by the Authority in connection with the preparation of this Agreement, financial analysis, the negotiation, preparation and implementation of the Contract in the manner and to the extent provided in this Section 9. The Developer shall deposit $25,000 with the Authority within 3 business days of execution of this Agreement. The Authority shall have the right to draw upon such amounts to pay its costs. Upon request by the Developer, the Authority shall provide an accounting of the use of any funds deposited with the Authority. If the amount on deposit becomes fully depleted or the Authority wishes to incur a cost that would cause the deposit to be fully depleted, the Authority shall have the right to request that the Developer replenish such funds. Upon such request, the Developer shall remit to the Authority additional funds to be held on deposit and used to pay costs. If the Developer fails to make such a deposit within 3 business days, the Authority may terminate this Agreement. The Authority shall not incur any cost unless it has sufficient funds on deposit to pay for such costs. If this Agreement is terminated in accordance with the terms hereof, any sums remaining on deposit with the Authority, after the Authority pays or reimburses itself for costs incurred to the date of termination, shall be returned to the Developer. No other financial obligations shall exist between the parties, other than those that may be negotiated and contained in the Contract. Section 10. Modifications. This Agreement may be modified and the term hereof may be extended only through written amendments hereto signed by both of the parties to this Agreement. Section 11. Exclusive Rights. In consideration of the time, effort and expenses to be incurred by Developer in pursuing the undertakings set forth herein and in further consideration of the funds paid to the Authority, the receipt of which is hereby acknowledged, the Authority 6 518838v5 JSB BR291-386 hereby agrees that for the term of this agreement it will not: (i) provide or enter into an agreement for provision of financial assistance to any third party in connection with any proposed development of the Authority Property. During such period the Developer shall have the exclusive right to work with the Authority in establishing a definitive Contract for the Redevelopment Property. Said exclusive rights shall continue, unless earlier terminated as provided herein, for the period described within Section 12 of this agreement. Section 12. Termination. This Agreement shall be effective until April 1, 2019, unless terminated earlier in accordance with Section 7. If for any reason a Contract has not been entered into by the parties by such date or any mutually approved extension thereof, this Agreement shall be null and void and neither party shall have any liability or obligations to the other, except as provided in Section 9 regarding Authority costs incurred prior to the termination of this Agreement. Section 13. Severability. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement. Section 14. Notices. Notice, demand, or other communication from one party to the other shall be deemed effective if sent by certified mail, postage prepaid, return receipt requested or delivered personally to a party at its address in the first paragraph of this Agreement, or at such other address as such party may designate in writing to the other party. 7 518838v5 JSB BR291-386 IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and the Developer has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its By Its ALATUS, LLC By Its 8 5188380 JSB BR291-386 EXHIBIT A Authority Property The real property located in the area bounded by Shingle Creek Parkway, John Martin Drive, Highway 100 and Bass Lake Road in the City of Brooklyn Center, Minnesota. 518838v5 JSB BR291-386 City of Brooklyn Center City Council Meeting March 26, 2018 Adopt the Resolution Approving the Preliminary Development Agreement with Alatus, LLC for the redevelopment of the Opportunity Site. Expires April 1, 2019 Covers the EDA-owned parcels within the Opportunity Site Either party can terminate the agreement at any time Provides Alatus with exclusive rights to work and negotiate with the EDA towards a Purchase and Development Agreement Outlines the responsibilities of each party Alatus will reimburse the City for any and all costs related to the project Market Study Site Plan Development Public Subsidy Request Negotiation of Master Development Agreement City Approvals Financing Closing Construction – Phase I Adopt the Resolution Approving the Preliminary Development Agreement with Alatus, LLC for the redevelopment of the Opportunity Site.