HomeMy WebLinkAboutResolution 5335
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RESOLUTION NO. S~ 35
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
ST A TE OF MINNESOTA
RESOLUTION APPROVING A DEVELOPERS AGREEMENT FOR LOTS 1,2 AND 3,
BLOCK 1, SILVERVIEW ESTATES; AND A DEVELOPERS AGREEMENT AND
RELEASE OF LAND FROM DEVELOPERS AGREEMENT FOR LOT 4, BLOCK 1,
SILVERVIEW ESTATES
WHEREAS, Silverview Estates, Inc., Five D Limited and Realife Cooperative of
Mounds View (collectively the "Developer"), have requested revision of the Developers
Agreement entered into between the Developer and the City dated April 20, 1998, and amended
by that certain document entitled "First Amendment to the Developers Agreement" dated
February 15, 1999;
WHEREAS, the Developer, Realife Cooperative of Mounds View, requires certain
revisions to the Developers Agreement to permit financing of its project which is to take place on
Lot 4, Block 1, Silverview Estates; and
WHEREAS, numerous provisions of the existing Developers Agreement between
Realife Cooperative of Mounds View and the City are not applicable to Lot 4, but such
provisions are applicable to Lot 1, Lot 2 and Lot 3 of Block I of Silverview Estates; and
WHEREAS, Realife Cooperative of Mounds View desires to enter into a separate
Developers Agreement with the City for Lot 4, Block 1, Silverview Estates; and
WHEREAS, Silverview Estates, Inc., and Five D Limited desire to reaffirm the original
Developers Agreement signed between the City and Silverview Estates, Inc. and Five D Limited
on April 20, 1998, but which such agreement was modified by the substitution of Realife
Cooperative of Mounds View for the parties of Silverview Estates Inc. and Five D Limited and
which such Developers Agreement should now be amended to include the original parties of
Silverview Estates Inc. and Five D Limited as Developer; and
WHEREAS, the parties desire that Lot 4, Block 1, Silverview Estates be released from
the original Developers Agreement dated April 20, 1998, which was modified by the First
Amendment to Developers Agreement, dated February 15, 1999; and
WHEREAS, such desired modifications to the Silverview Estates PUD Project and the
required Developers Agreement can be accomplished through the following actions:
1.
Deletion in its entirety of the First Amendment to Developers Agreement dated
February 15, 1999; and
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2.
Substitution of the legal description of Lot 1, Lot 2 and Lot 3 of Block 1, Silverview
Estates for the original legal description contained in the Developers Agreement dated
April 20, 1999, which was later platted as Lot 4, Block 1, Silverview Estates; and
3. Execution of a Developers Agreement between Realife Cooperative of Mounds View and
the City with such new Developers Agreement being applicable only to Lot 4, Block I,
Silverview Estates; and
4. Execution by the parties of a Release of Land from Developers Agreement, to release Lot
4, Block 1, Silverview Estates from the original Developers Agreement, dated April 20,
1998.
NOW THEREFORE, BE IT RESOLVED, by the city council of the City of Mounds
View, that the council authorizes the Mayor and City Clerk-Administrator to execute the Second
Amendment to Developers Agreement in substantially the form as attached hereto in Exhibit A
on behalf of the City; and
BE IT FURTHER RESOLVED, by the city council of the City of Mounds View that
the council authorizes the Mayor and City Clerk-Administrator to execute the Developers
Agreement in substantially the form as attached hereto in Exhibit B between the City and Realife
Cooperative of Mounds View on behalf of the City, for the real property legally described as Lot
4, Block 1, Silverview Estates, Ramsey County, Minnesota; and
BE IT FINALLY RESOLVED, by the city council of the City of Mounds View, that
the council authorizes the Mayor and City Clerk-Administrator to execute the Release of Land
from Developers Agreement in substantially the form as attached hereto in Exhibit C on behalf
of the City.
Attest:
Adopted this 3"' day of May, 1999"/J r::; / (I /'
( o.2c:;~lin,;t . \:/~
(SEAL)
CJ2S
Clerk -Administrator
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EXHIBIT A
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SECOND AMENDMENT TO DEVELOPERS AGREEMENT
THIS SECOND AMENDMENT, made and entered into as of the
day of
, 1999, by and between the CITY OF MOUNDS VIEW, a
Minnesota municipal corporation (the "City"), SILVERVIEW ESTATES, INC., a
Minnesota corporation, and FIVE D LIMITED, a Minnesota corporation
(collectively the "Developer") and REALlFE COOPERATIVE OF MOUNDS
VIEW, a Minnesota cooperative corporation (the "Cooperative").
WITNESSETH:
WHEREAS, the City and the Developer entered into a certain document
entitled "Developers Agreement" dated as of April 20, 1998, (the "Agreement"),
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which provides for an agreement concerning the development of certain real
estate located in Ramsey County, Minnesota, legally described as:
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That part of the Southwest Quarter of the Southeast Quarter
of Section 6, Township 30, Range 23, Ramsey County,
Minnesota described as beginning at the southwest comer of
said Southeast Quarter; thence easterly along the south line
of said Southeast Quarter 1,346.90 feet to the center line of
State Trunk Highway No. 10; thence northwesterly along
said center line 1,434.13 feet to the center line of Silver Lake
Road; thence southwesterly and southerly 1,219,64 feet
along said last centerline to the point of beginning. Subject
to State Trunk Highway No. 10, Silver Lake Road and St.
Paul Waterworks Right of Way. Except that part of said
Southeast Quarter described as commencing at the
southwest corner of said Southeast Quarter and measuring
easterly along the south line of said Section 6 a distance of
1,346.9 feet to the intersection of the center line of Highway
No. 10 (Anoka Cut-off); thence northwesterly along the
centerline of said Highway No. 10, a distance of 765.9 feet to
the point of beginning; thence southwesterly at right angles
to the center line of said Highway No. 10 a distance of 275
feet; thence northwesterly and parallel with said centerline
100 feet; thence northeasterly at a right angle to the
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centerline of said Highway NO.1 0; thence southeasterly
along said Highway No. 10 to the point of beginning.
Now platted as:
Lot 4, Block 1, Silverview Estates, Ramsey County, Minnesota.
(the "Property"). The Agreement was recorded in the offices of the County
Recorder in and for the County of Ramsey, State of Minnesota, on the 30th day of
April, 1999, as document No. 3055236 and in the offices of the Registrar of Titles
in and for the County of Ramsey, State of Minnesota, on the 30th day April, 1999,
as document No. 1186397.
WHEREAS, subsequently the City, the Developer and the Cooperative
entered .into that certain document entitled the "First Amendment to Developers
. Agreement" dated as of February 15, 1999 (the "First Amendment") pertaining to
development of senior residential housing on the property. The First Amendment
was recorded in the offices of the County Recorder in and for the County of
Ramsey, State of Minnesota, on the
day of
J as document No.
and in the offices of the
Registrar of Titles in and for the County of Ramsey, State of Minnesota, on the
day
, as document No.
WHEREAS, the First Amendment substituted the Cooperative as the
"Developer" in the place of Silverview Estates, Inc. and Five D Limited under the
Agreement and rather than retaining Silverview Estates, Inc. and Five D Limited
. as the developer of the "Improvements" as defined in the Agreement as executed
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. WHEREAS the City and ~he Cooperative desire to enter into a developers
agreement that names the Cooperative as the "Developer" of "Improvements"
defined as constructing and installing a 74 unit senior cooperative housing
project on the Property.
WHEREAS, on , 1999 the City Council adopted Resolution
No. _, wherein the City agreed to consent to the Amendment of the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations herein contained, the Agreement is hereby amended in the following
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respects.
I. The First Amendment to the Developers Agreement dated as of February
15, 1999 is hereby rescinded and deleted in its entirety.
II. Paragraph A of the Recitals in the Agreement is deleted in its entirety and
the following is inserted in its place:
A. The Developer is the fee owner of certain real property legally
described as follows:
Lot 1, Block 1, Silverview Estates; Lot 2, Block 1, Silverview
Estates; and Lot 3, Block 1, Silverview Estates.
(collectively the "Property").
III. The Agreement is amended by adding a new section, Section 3.11 as
follows:
3.11. The Recitals are incorporated into the provisions of this Agreement.
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IV.
Except as specifically amended, the Agreement remains unaltered and in
full force and effect.
V. The City may record this Second Amendment and any amendments
thereto with the Ramsey County Recorder. The Developer shall pay all costs for
recording, and shall pay all costs of preparing this Second Amendment.
IN WITNESS WHEREOF, the City, the Realife Cooperative of Mounds
View, Silverview Estates, Inc. and Five D Limited have each caused this Second
Amendment to be duly executed by its authorized representative in its name and
behalf on or as of the date first written above.
THE CITY OF MOUNDS VIEW
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By:
Its: Mayor
By:
Its: Clerk-Administrator
STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this .'
day of , 1999, by Dan Coughlin and Charles S. Whiting, the Mayor
and Clerk-Administrator respectively of the City of Mounds View, a Minnesota
municipal corporation, on behalf of the municipal corporation.
. Notary Public
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. SILVERVIEW ESTATES, INC.
By:
Its:
STATE OF MINNESOTA )
)SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day
of , 1999, by
of Silverview Estates, Inc., a Minnesota corporation, on behalf of the corporation.
Notary Public
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FIVE D LIMITED
By:
Its:
STATE OF MINNESOTA )
)SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day
of , 1999, by
of Five D Limited, a Minnesota corporation, on behalf of the corporation,
Notary Public
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. REALlFE COOPERATIVE OF MOUNDS VIEW
By:
Its:
STATE OF MINNESOTA )
)55.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day
of I 1999, by .
of Realife Cooperative of Mounds View, a Minnesota cooperative corporation, on
behalf of the corporation
Notary Public
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THIS DOCUMENT DRAFTED BY:
Realife, Inc.
605 West Travelers Trail
Burnsville, MN 55337
(612) 894-6511
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EXHIBIT B
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DEVELOPERS AGREEMENT
THIS AGREEMENT is made this day of April 1999 by and between the CITY
OF MOUNDS VIEW, a Minnesota municipal corporation, (the "City") and the REALlFE
COOPERATIVE OF MOUNDS VIEW, a Minnesota cooperative corporation, (the
"Developer") .
RECITALS
A. The Developer has applied to the City for a building permit to construct a 74 unit
senior cooperative housing project on the real property legally described as:
Lot 4, Block 1, Silverview Estates, Ramsey County, Minnesota.
Referred to in this Agreement as the "Property".
NOW. THEREFORE, in consideration of each party's promises stated in this
Agreement, it is mutually agreed as follows:
ARTICLE ONE
REPRESENTATIONS AND WARRANTIES
1.01. City Representations and Warranties. The City makes the following
representations as the basis for the undertakings on its part contained herein:
A. The City is a municipal corporation under the laws of Minnesota.
B. The City has the right, power and authority to execute, deliver and perform
its obligations under this Agreement. The City assures the Developer that the
individuals who execute this Agreement on behalf of the City are duly authorized to sign
the same on behalf of the City and to bind the City thereto,
1,02. Developer Representations and Warranties, The Developer makes the
following representations as the basis for the undertakings on its part contained herein:
A. The Developer has the right, power and authority to execute, deliver and
perform its obligations under this agreement. The Developer assures.t~e City that the
individuals who execute this Agreement on behalf of the Developer are'duly authorized
to sign on behalf of the Developer and to bind the Developer thereto.
B. The Developer is not in default under any lease contract, or agreement to
which it is a party or by which it is bound which would affect its performance under this
Agreement. The Developer is not a party to or bound by any mortgage, lien, lease,
agreement, instrument, order, judgment, or decree which would prohibit the execution
or performance of this Agreement by the Developer or prohibit any of the transactions
provided for in this Agreement.
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C. The Developer has complied with and will continue to comply with all
applicable federal, state and local statutes, laws, ordinances and regulations including,
without limitation, any permits, licenses and applicable zoning, environmental, or other
laws, ordinances, or regulations affecting the Property or the Improvements, The
Developer is not aware of any pending or threatened claim of any such violation.
D. There is no suit, action, arbitration or legal, administrative or other
proceeding or governmental investigation pending or threatened against or affecting the
Developer or Property. The Developer is not in default with respect to any order, writ,
injunction or decree of any federal, state, local or foreign court, department, agency or
instrumentality.
E. None of the representations and warranties made by the Developer or
made in any exhibit hereto or memorandum or writing furnished or to be furnished by
the Developer or on its behalf contains or will contain any untrue statement of material
fact or omits any material fact, the omission of which would be misleading.
F. (he Developer has sufficient funds or has obtained a commitment for
financing in an amount adequate to finance construction of the Improvements.
ARTICLE TWO
CONSTRUCTION OF IMPROVEMENTS
2.01 Aareement to Construct Imorovements. The Developer agrees to develop the
Property in conformance with the materials reviewed and approved by the City Council
on June 22,1998, (the "Improvements"). A copy of the final plans and specifications
must be filed with the City prior to commencement of construction of the Improvements.
All labor and work performed by the Developer in connection with construction of the
Improvements will be done and performed in the best and most worker-like manner and
in strict conformance with the Plans. Any deviation from the Plans must be approved in
writing by the City. Construction of the Improvements shall be completed no later than
one year from the issuance of the Building Permits required herein.
2.02 Obtainina Permits. The Developer will obtain in a timely manner and pay all
permits, licenses, and approvals required in connection with construction of the
Improvements. The Developer shall meet in a timely manner the requirements of all
local, state and federal laws and regulations which must be met before the
Improvements may be lawfully constructed,
2.03 Stakina. Survevina and Insoections, The Developer will provide for all staking
and inspections for the Improvements in order to insure that the completed
Improvements conform to the Plans. The Developer shall contract for a full-time, on-site
inspector of the City's choosing during and for the duration of all public utility installation
and shall be responsible for the costs of such inspection services.
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2.04 Time for Developer's Performance: General Provision. The Developer agrees
that it will commence work on the Improvements no later than thirty days after the date
of the building permit issuance and shall complete the Improvement no later than twelve
months after the date of permit issuance. The City may at its discretion extend the
timeline specified in this Section 2.04 upon written notice from the Developer of the
existence of causes which will delay the completion of the Improvements if such causes
are ones over which the Developer has no control and which could not have been
reasonably foreseen by the Developer. If the City grants an extension on the date of
completion of the improvements, the Developer must continue the performance bond
required by this Agreement to cover the work during the extension of time.
2.05. Additional Work. Construction of the improvements shall be done by the
Developer. The Improvements shall be constructed at no expense to the City. The
Developer shall not do any work or furnish any materials for which reimbursement is
expected from the City, unless such work is first ordered and reimbursement.is
approved by the City. Any work or materials which is done or furnished by the
Developer without prior written order is furnished at the Developer's risk, cost and
expense, and the Developer agrees that it will make no claim for compensation for work
or materials so done or furnished.
2.06. Financial Guarantee. Prior to commencement of construction of the
Improvements, the Developer agrees to furnish the City a performance bond, certified
check, certificate of deposit. irrevocable letter of credit or cash escrow in the amount of
150% of the City's estimated costs for the Improvements (the "Financial Guarantee").
The City's estimated costs for the Improvements are set forth in Exhibit A attached to
this Agreement. Upon failure of Developer to perform, the City may declare the
Developer to be in default under this Agreement and, upon failure of the Developer to
cure the default within 30 days of written notice, may demand the Financial Guarantee
be paid over to the City. From the proceeds of the Financial Guarantee, the City shall
be reimbursed for any attorneys' fees, engineering fees or other technical,
administrative or professional assistance. and the remainder thereof shall be used by
the City to .~omplete the Improvements. The Developer shall be liable to the City in the
event that the Financial Guarantee is inadequate to reimburse the City for its costs and
pay for the completion of the Improvements.
2.07. Insurance. The Developer shall furnish proof of liability insurance in an amount
of at least $1,000,000, acceptable to the City, covering any public liabili~y or property
damage by reason of the operation of the Developer's equipment or laborers in
connection with the Improvements. Developer agrees to keep the insurance in force at
all times during construction of the Improvements and until acceptance thereof by the
City. The insurance must name the City as an additional insured and must provide that
the insurer will give the City not less than 30 days' written notice prior to cancellation or
termination of the insurance policy.
2_08. Unsatisfactory Labor or Material. In the event that the City rejects as defective or
unsuitable any material or labor supplied by the Developer regarding the Improvements.
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the rejected material must be removed and replaced with approved material and the
rejected labor must be done again to the specifications and approval of the City and at
the sole cost and expense of the Developer.
2.09. Finallnspection/Acceptance. Upon completion of the Improvements,
representatives of the City and the Developer will make a final inspection of the work.
The City must be satisfied that all work is satisfactorily completed in accordance with
the Plans, and the Developer's engineer shall submit a written statement attesting to the
same. The City shall have no obligation to accept the Improvements if they are not
consistent with the Plans or not in compliance with all City ordinances and standards
related thereto. Final approval and acceptance of the Improvements shall be by a
resolution duly adopted by the city council of the City.
2.10. Warranty on Property Work and Materials. The Developer warrants all work
required to be performed by it under this Agreement regarding the Improvements
against defective material and faulty workership for a period of one (1) year after
completion and acceptance by the City, except that the warranty period for the street,
drainage, and erosion portions of the Improvements shall be for two (2) years after
completion and acceptance by the City. All trees, grass, sod or other landscaping
installed in connection with the Improvements are warranted to be alive, of good quality,
and disease free for one year after planting, Any replacements of same shall be
similarly warranted for one year from the time of planting. The Developer shall be solely
responsible for all costs of performing repair and replacement work required by the City
and shall perform such work within thirty (30) days of receiving demand for such work
from the City, weather permitting.
2.11 Records and Plans. Upon completion of the Improvements, the Developer will
furnish the City with a full set of Mylar as-built plans for the City's records.
2.12. Indemnification. Notwithstanding anything to the contrary in this Agreement, the
City, its officers, agents, and employees shall not be personally liable or responsible in
any mannE?f to the Developer, the Developer's contractor or subcontractors, material
suppliers, laborers, or to any other person or persons for any claim, demand, damage,
action, or cause of action of any kind or character arising out of or by reason of the
execution of this Agreement or the performance and completion of the Improvements.
The Developer agrees to save the City, its officers, agents, and employees, harmless
from all such claims, demands, damages, and causes of action and the costs,
disbursements, and expenses of defending the same, including but not limited to,
attorney's fees, consulting engineering services, and other technical, administrative or
professional assistance.
2.13. Comoliance with Existina Laws. The Developer warrants that all work performed
pursuant to this Agreement shall be in compliance with existing laws, ordinances,
pertinent regulations, standards, specifications of the Minnesota Pollution Control
Agency as outlined in Document #981863 date-stamped February 25, 1998 and
specifications of the City, and is subject to approval of the City's Building Official.
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ARTICLE THREE
ADDITIONAL PROVISIONS
3.01 Payment of City Costs. The Developer agrees to reimburse the City its actual
costs regarding preparing and administering this Agreement. The costs to be paid will
include, but not be limited to, attorney fees, engineering fees, and other technical or
professional assistance, including the work of the City staff.
3.02, Attorney Fees. The Developer agrees to pay the City's costs and expenses,
including attorney fees, in the event a suit or action is brought by the City against the
Developer to enforce the terms of this Agreement, and the City is the prevailing party in
the suit or action brought by the City against the Developer.
3.03. Amendment. Any amendment to this Agreement must be in writing and signed
by both parties.
3.04. Assianment. The Developer may not assign any of its obligations under this
Agreement without the prior written consent of the City.
3.05. Aareement to Run with Land. This Agreement shall be recorded among the land
records of Ramsey County, Minnesota. The provisions of this Agreement shall run with
the Property and be binding upon the Developer and its assigns or successors in
interest. Notwithstanding the foregoing, no conveyance of the Property or any part
thereof shall relieve the Developer of its liability for full performance of this Agreement
unless the City expressly so releases the Developer in writing.
3.06. Representatives Not Individually Liable. No officer, agent or employee of the City
shall be personally liable to the Developer, or any successor in interest, in the event of
any default or breach by the City on any obligation or term of this Agreement.
3.07 Notices and Demands. Any notice, demand or other communication under this
Agreement by either party to other will be sufficiently given or delivered if it is
dispatched by registered or certified mail, postage prepaid, return receipt requested, or
delivered personally:
As to Developer:
Realife Cooperative of Mounds View
Clo Realife, lnc,
605 West Travelers Trail
Bumsville, MN 55337
Attn: President
As to City:
City of Mounds View
2401 Highway 10
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Mounds View, MN 55112-1499
Attn: City Administrator
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.
3.09. Disclaimer of Relationships. The Developer acknowledges that nothing
contained in this Agreement nor any act by the City or the Developer shall be deemed
or construed by the Developer or by any third person to create any relationship of third-
party beneficiary, principal and agent, limited or general partner, or joint venture
between the City and the Developer.
3.10. Counterparts.. This Agreement may be executed in any number of counterparts,
each of which shall constitute one and the same instrument.
IN WITNESS OF THE ABOVE, the parties have caused this Agreement to be
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executed on the date and year written above.
CITY OF MOUNDS VIEW
By:
Mayor
By:
City Clerk-Administrator
STATE OF MINNESOTA )
)S8.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of
, 1999, by Dan Coughlin and Charles S. Whiting, the Mayor and Clerk-
Administrator respectively of the City of Mounds View, a Minnesota municipal
corporation, on behalf of the municipal corporation.
Notary Public
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. REALlFE COOPERATIVE OF MOUNDS VIEW
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By:
Its:
STATE OF .MINNESOTA )
)SS.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day
of I 1999, by ,of
Realife Cooperative of Mounds View, a Minnesota cooperative corporation, on behalf of
the corporation
Notary Public
THIS DOCUMENT DRAFTED BY:
Realife, Inc.
605 West Travelers Trail
Bumsville, MN 55337
(612) 894-6511
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EXHIBIT C
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MAV-03-99 13:51
FROM-NICHOLS FINANCIAL
8358383
T-029 P.02/04 F-589
RELEASE OF LAND FROM DEVELOPERS AGREEMENT
Dated:
,1999
FOR VALUABLE CANSIDERA TION, the real property in Ramsey County,
Minnesota, legally described as follows.
Lot 4, Biock 1, Silverview Estates
Is hereby released from the covenants, conditions, terms, provisions, restrictions,
easements and assessments as contained in the Developers Agreement between the
City of Mounds View, Silverview Estates, Inc. and Five D Limited. dated April 20, 1998,
recorded April 30. 1998 in the offices of the Registrar of Titles as Document No.
1186397. and recorded April 3D, 1998, in the Office of the County Recorder as
Document No. 3055236, which has been amended by the First Amendment to the
Developers Agreement. dated February 15, 1999 and the Second Amendment to the
Developers Agreement, dated I 1999.
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MAY-03-99 13:51
FROM-NICHOLS FINANCIAL
8358383
T-029 P.03/04 F-589
THE CITY OF MOUNDS VIEW
By:
Its Mayor
By
Its: Clerk-Administrator
STATE OF MINNESOTA )
)SS
COUNTY OF RAMSEY )
The foregomg Instrument was acknowledged before me this day of
, , 1999, by Dan Coughlin and Charles S Whiting, the Mayor and Clerk-
AdminIstrator respectively of the CIty of Mounds View, a Minnesota municipal
corporation, on behalf of the municipal corporation,
Notary Public
SILVERVIEW ESTATES, INC.
By:
Its.
STATE OF MINNESOTA )
)85.
COUNTY OF )
The foregoing instrument was acknowledged before me this day
of , 1999, by , of
Silverview Estates, Inc., a Mmnesota corporation. on behalf of the corporation.
Notary Public
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MAY-03-99 13:51
FROM-NICHOLS FINANCIAL
8358383
T-OZ9 P.04/04 F-589
FIVE D LIMITED
By
Its:
STATE OF MINNESOTA )
)SS
COUNTY OF _ )
The foregoing Instrument was acknowledged before me this
af , 1999, by
Five D Limited. a Minnesota corporation. on behalf of the corporation.
Notary Public
THIS DOCUMENT ClRAFTED BY:
Reallfe, Inc.
605 West Travelers TraIl
Burnsvllle, MN 5533?
(612) 894-6511
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