HomeMy WebLinkAbout07-26-2004
CITY OF MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY MEETING AGENDA
Monday, July 26, 2004
6:30 PM
1. CALL TO ORDER
2. ROLL CALL: President Linke, Vice President Stigney, Commissioner
Quick, Commissioner Marty, Commissioner Gunn
3. APPROVAL OF AGENDA
4. APPROVAL OF MINUTES:
a. July 12, 2004
5. CONSENT AGENDA
6. EDA BUSINESS
a. Resolution 04-EDA-191, Approving the Development Agreement to
Provide $75,000 in Tax Increment Financing (TIF) Assistance to Velmeir
Co., LLC to facilitate the Redevelopment of the Amoco Property located
at 2800 County Highway 10 in Mounds View
7. REPORTS
8. NEXT EDA MEETING: Monday, August 23, 2004
9. ADJOURNMENT
PROCEEDINGS OF THE MOUNDS VIEW EDA 1
CITY OF MOUNDS VIEW 2
RAMSEY COUNTY, MINNESOTA 3
4
Regular Meeting 5
July 12, 2004 6
Mounds View City Hall 7
2401 Highway 10, Mounds View, MN 55112 8
6:30 P.M. 9
10
11
1. CALL MEETING TO ORDER 12
13
2. ROLL CALL: Stigney, Gunn, Marty and Linke. 14
15
NOT PRESENT: Quick. 16
17
3. APPROVAL OF AGENDA 18
19
MOTION/SECOND: Marty/Stigney. To Approve the July 12, 2004 Agenda as Presented. 20
21
Ayes –4 Nays – 0 Motion carried. 22
23
4. APPROVAL OF EDA MINUTES 24
25
A. June 28, 2004 Minutes 26
27
MOTION/SECOND: Marty/Stigney. To Approve the Minutes of June 28, 2004 as Presented. 28
29
Ayes –4 Nays – 0 Motion carried. 30
31
5. CONSENT AGENDA 32
33
None. 34
35
6. EDA BUSINESS 36
37
A. Resolution 04-EDA-190, Approving a Contract Award for Sealing Uncapped 38
Well, Asbestos Abatement, and Undertaking Demolition of the Residential 39
Property located at 3016 Co. Hwy 10 as part of the Hidden Hollow 40
development. 41
42
Economic Development Coordinator Backman stated that the Authority is aware that the 43
developer acquired the Fyksen property on June 30, 2004. He stated that Pro Craft Homes signed 44
the Purchase and Redevelopment Agreement with the City of Mounds View on June 28, 2004. 45
Mounds View EDA July 12, 2004
Regular Meeting Page 2
The final plat for the residential project was also approved the same day. He stated the City 46
expects to sell its four lots to the developer, and there is a closing scheduled for 1:00 on July 13th 47
at Land Title in the Edina Building in New Brighton. 48
49
Economic Development Coordinator Backman stated as part of the process to develop the 50
property, a house and garage will need to be demolished on the City’s property located at 3016 51
County H2. Over the past year the developer and the city staff have proceeded on the basis that 52
the house would be demolished by the City. In January 2003 the City authorized Anoka-53
Hennepin Technical College to conduct an Asbestos Bulk Analysis of the house. Asbestos was 54
found in two areas. The siding needs to be removed by a licensed contractor. The shingles may 55
remain in place during demolition. 56
57
Economic Development Coordinator Backman stated that quotes for asbestos abatement and 58
demolition were obtained by the City in the summer of 2003. Because the development process 59
for Hidden Hollow took longer than expected, new quotes have been obtained, with the low bid 60
to Kevitt Excavating in the amount of $7,227.00 for demolition, and to Erickson Enterprises in 61
the amount of $1,800.00 for asbestos removal. 62
63
Economic Development Coordinator Backman stated that there is an uncapped well in the 64
basement of the house, which the Minnesota Department of Health will require to be capped. A 65
quote was received from B & D Well Sealing of Rockford, MN in the amount of $200.00 to seal 66
the well. 67
68
Economic Development Coordinator Backman stated it was staff’s recommendation that the 69
Authority Adopt Resolution 04-EDA-190 to approve the contract award for the demolition of the 70
house and garage at 3016 County Rd. H2 with Kevitt Excavating for $7,227.00 for demolition, 71
Erickson Enterprises for $1,800.00 for asbestos abatement, and with B & D Well Sealing to cap 72
the well, and that the funding for these activities come from the EDA fund. 73
74
Commissioner Marty asked why they couldn’t simply fill the well in, and Economic 75
Development Coordinator Backman stated that that wasn’t allowed. 76
77
Commissioner Marty asked whether they could pull it out, and Economic Development 78
Coordinator Backman stated that the Minnesota Department of Health requires it to be capped. 79
80
Commissioner Marty asked whether these costs would be passed onto the developer, and 81
Economic Development Coordinator Backman stated that they would not. 82
83
President Linke stated that the heading on the Resolution needed to be amended to say County 84
H2 instead of Highway 10. 85
86
Mounds View EDA July 12, 2004
Regular Meeting Page 3
MOTION/SECOND. Marty/Gunn, to approve Resolution 04-EDA-190, Approving a Contract 87
Award for Sealing Uncapped Well, Asbestos Abatement, and Undertaking Demolition of the 88
Residential Property located at 3016 County Road H2, as part of the Hidden Hollow 89
development. 90
91
Ayes-4 Nays-0 Motion carried. 92
93
Economic Development Coordinator Backman updated the Council on the Velmier CVS 94
development stated the closing has been scheduled for Monday, August 2nd with Chicago Title, 95
and that the final plat is expected to be recorded at about that same time. He stated that Ramsey 96
County is going to be reviewing this for a third time, and that Briggs and Morgan had emailed 97
him the draft development assistance agreement that afternoon. 98
99
7. REPORTS 100
101
None. 102
103
8. NEXT EDA MEETING: July 26, 2004 104
105
9. ADJOURNMENT 106
107
President Linke adjourned the meeting at 6:48 p.m. 108
109
Respectfully submitted, 110
111
Recorded and transcribed by: 112
113
Sheree Theobald 114
TimeSaver Off Site Secretarial, Inc. 115
116
117
118
Item No. 6A
Meeting Date: July 26, 2004
Type of Business: EDA
WK: Work Session; PH: Public Hearing;
CA: Consent Agenda; EDA: EDA Business
City of Mounds View Staff Report
To: Mounds View Economic Development Authority
From: Aaron Backman, Economic Development Coordinator
Item Title/Subject: Resolution No. 04-EDA-191, Approving the
Development Agreement to Provide $75,000 in
Tax Increment Financing (TIF) Assistance to
Velmeir Co., LLC to facilitate the Redevelopment
of the Amoco Property located at 2800 County
Highway 10 in Mounds View
Date of Report: July 26, 2004
Background:
The commercial site at 2800 Co. Highway 10 was formerly an Amoco gasoline
station and has been vacant for over three years. Three underground storage
tanks, the associated piping and contaminated soils were removed from the site
in June of 2001. For over a year the Velmeir Companies, a Michigan
development group, has been working to redevelop the site for a 13,000 sq. ft.
CVS Pharmacy facility. Velmeir has negotiated purchase agreements with
Amoco and all adjoining property owners, prepared and submitted site plans to
the City, obtained preliminary and final plat approval from both the Planning
Commission and City Council.
The current total project cost is over $3.65 million, which exceeds the project
budget as set by the end user (CVS Pharmacy). Unexpected additional costs
during the past two months have been added to the site development costs. In
particular, Rice Creek Watershed District (RCWD) has added over $106,000 in
stormwater management costs. In a June 22, 2004 letter John Kauppila, Director
of Construction for Velmeir, indicates that construction of the new store in
Mounds View is at risk unless the developer can obtain some financial
assistance from the City. Mr. Kauppila highlights three potential areas of
assistance—Demolition & Site Clearing, Stormwater Requirements with RCWD,
and Park Dedication Fees. The company requests a TIF grant for $75,000 that
could be applied to one or more of the eligible items. Velmeir indicates that if the
amount is provided they are still over budget and absorbing costs, but they will
commit to moving forward with the development.
On June 28, 2004 the Mounds View EDA authorized staff to draft a development
agreement to provide $75,000 in Tax Increment Financing assistance to Velmeir
to facilitate the redevelopment of the Amoco site at County Highway 10. The
Mounds View EDA recommended that the reimbursement be limited to costs
associated with demolition and clearing, Rice Creek Watershed District
stormwater management requirements, and/or park dedication fees. The source
of funds for the $75,000 grant would be Tax Increment Financing (TIF) funds.
Briggs & Morgan, the City’s TIF legal advisor, provided City Staff with a draft of
the Development Agreement on July 12, 2004. Velmeir’s legal advisor reviewed
the agreement last week and suggested four changes in the document. These
were deemed reasonable and were incorporated into the attached development
agreement.
Recommendation:
Staff recommends that the Mounds View EDA approve Resolution 04-EDA-191
that approves the development agreement with Velmeir to provide a grant for
$75,000 to facilitate the redevelopment of the vacant commercial property
located at 2800 County Hwy 10. The funding source would be Tax Increment
Financing (TIF) funds from District No. 2. It would be paid to Velmeir on a
reimbursement basis and anything above $75,000 would be borne by the
developer.
Respectfully submitted,
____________________________
Aaron Backman
Economic Development Coordinator
\\Trout\MasterFiles\2004\EDA\EDA Packets\07-26-04\Item 6A Resolution 04-EDA-191.doc
EDA RESOLUTION NO. 04-EDA-191
CITY OF MOUNDS VIEW
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING THE DEVELOPMENT AGREEMENT TO
PROVIDE $75,000 IN TAX INCREMENT FINANCING (TIF) ASSISTANCE TO
VELMEIR CO., LLC TO FACILITATE THE REDEVELOPMENT OF THE
AMOCO PROPERTY AT 2800 COUNTY HIGHWAY 10 IN MOUNDS VIEW
WHEREAS, the parcel located at 2800 County Highway 10, at the
intersection of Silver Lake Road and Highway 10, has had a vacant gas station
for over three years; and,
WHEREAS, the Velmeir Co., LLC, a Michigan development group, has
been working for over a year and a half to redevelop the site for a 13,000 sq. ft.
CVS Pharmacy facility; and,
WHEREAS, the proposed use of the 3.38 acre subject property would be
to facilitate the commercial redevelopment of this visible corner lot along the
City’s main business corridor; and,
WHEREAS, Velmeir has signed purchase agreements with BP Amoco
and other adjacent landowners necessary for the redevelopment; and,
WHEREAS, on May 5 and 19, 2004, the Mounds View Planning
Commission voted unanimously to recommend approval of the preliminary plat,
rezoning and development review for the Velmeir CVS Addition, and the City
Council approved the preliminary plat on May 24, 2004; and,
WHEREAS, unexpected additional costs during the past several months
have been added to the site development costs, in particular, Rice Creek
Watershed District has added over $106,000 in stormwater management costs;
and that these added costs put the project at risk; and
WHEREAS, on June 22, 2004 Velmeir has requested financial assistance
from the City to ameliorate costs associated with Demolition and Clearing, Rice
Creek Watershed Requirements, and/or Park Dedication Fees; and that the City
provide a grant of $75,000 from Tax Increment Financing (TIF) funds.
WHEREAS, on June 28, 2004 the Mounds View EDA authorized staff to
draft a development agreement to provide $75,000 in Tax Increment Financing to
Velmeir to facilitate the redevelopment of the Amoco site at County Highway 10.
The Mounds View EDA recommended that the reimbursement be limited to costs
associated with demolition and clearing, Rice Creek Watershed District
stormwater management requirements, and/or park dedication fees; and that the
City provide a grant of $75,000 from Tax Increment Financing (TIF) funds.
NOW, THEREFORE BE IT RESOLVED THAT, the Mounds View
Economic Development Authority hereby approves the Development Agreement
to provide a grant for $75,000 in Tax Increment Financing (TIF) Assistance to
Velmeir Co., LLC to facilitate the redevelopment of the commercial property
located at 2800 Co. Highway 10 in Mounds View; that the funded improvements
be limited to demolition and clearing, RCWD stormwater management
requirements, and/or park dedication fees; and further that these funds would
come from TIF District No. 2 and would be paid to the developer on a
reimbursement basis.
Adopted this 26th day of July, 2004 by
the Mounds View Economic
Development Authority
________________________________
Jerry Linke, President
________________________________
Kurt Ulrich, Executive Director
1664674v2
DEVELOPMENT AGREEMENT
BY AND BETWEEN
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF MOUNDS VIEW, MINNESOTA
AND
VELMEIR CO., L.L.C.
This document drafted by: BRIGGS AND MORGAN, PROFESSIONAL ASSOCIATION (JSB)
2200 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101
TABLE OF CONTENTS
Page
1664674v2 -i-
ARTICLE I DEFINITIONS ................................................................................................. 2
Section 1.1. Definitions............................................................................................ 2
ARTICLE II REPRESENTATIONS AND WARRANTIES................................................ 4
Section 2.1. Representations and Warranties of the Authority ................................ 4
Section 2.2. Representations and Warranties of the Developer ............................... 4
ARTICLE III UNDERTAKINGS BY DEVELOPER AND AUTHORITY ......................... 6
Section 3.1. Reimbursement of Costs ...................................................................... 6
Section 3.2. Limitation of Costs; Methods of Payment ........................................... 6
Section 3.3. Limitations on Undertaking of the Authority ...................................... 6
ARTICLE IV EVENTS OF DEFAULT ................................................................................. 7
Section 4.1. Events of Default Defined ................................................................... 7
Section 4.2. Remedies on Default ............................................................................ 7
Section 4.3. No Remedy Exclusive.......................................................................... 8
Section 4.4. No Implied Waiver .............................................................................. 8
Section 4.5. Agreement to Pay Attorney's Fees and Expenses ................................ 8
Section 4.6. Indemnification of Authority ............................................................... 8
ARTICLE V ADDITIONAL PROVISIONS ...................................................................... 10
Section 5.1. Restrictions on Use ............................................................................ 10
Section 5.2. Conflicts of Interest............................................................................ 10
Section 5.3. Titles of Articles and Sections ........................................................... 10
Section 5.4. Notices and Demands ........................................................................ 10
Section 5.5. Counterparts ....................................................................................... 10
Section 5.6. Law Governing .................................................................................. 11
Section 5.7. Expiration ........................................................................................... 11
Section 5.8. Provisions Surviving Rescission or Expiration.................................. 11
Section 5.9. Assignability of Agreement ............................................................... 11
EXHIBIT A DESCRIPTION OF DEVELOPMENT PROPERTY ................................. A-1
EXHIBIT B SITE IMPROVEMENTS ............................................................................ B-1
1664674v2
DEVELOPMENT AGREEMENT
THIS AGREEMENT, made as of ___________, 2004, by and between the Economic
Development Authority of the City of Mounds View, Minnesota, a body corporate and politic
(the "Authority") and Velmeir Co., L.L.C., a Michigan limited liability company (the
"Developer"),
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Sections 469.001 through 469.047, the City
has formed Redevelopment Project Area No. ___ (the "Redevelopment Area") and has adopted a
redevelopment plan therefor (the "Redevelopment Plan"); and
WHEREAS, the Authority has assumed jurisdiction over the Redevelopment Area and
the Redevelopment Plan; and
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.1799, as amended (hereinafter, the "Tax Increment Act"), the City and the Authority have
created, within the Redevelopment Area, Tax Increment Financing District No. 2 (the "Tax
Increment District"), and have adopted a tax increment financing plan, therefor (the "Tax
Increment Plan") which provides for the use of tax increment financing in connection with
development within the Redevelopment Area; and
WHEREAS, in order to achieve the objectives of the Redevelopment Area and
particularly to make the land in the Redevelopment Area available for development by private
enterprise in conformance with the Redevelopment Plan, the Authority has determined to assist
the Developer with the financing of certain costs of a Project (as hereinafter defined) to be
constructed within the Redevelopment Area as more particularly set forth in this Agreement; and
WHEREAS, the Authority believes that the development and construction of the Project,
and fulfillment of this Agreement are vital and are in the best interests of the City, the health,
safety, morals and welfare of residents of the City, and in accordance with the public purpose
and provisions of the applicable state and local laws and requirements under which the Project
has been undertaken and is being assisted; and
WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section
116J.993 through 116J.995, do not apply to this Agreement because the Developer's investment
in the purchase of the site and in site preparation is at least 70 percent of the assessor's current
year's estimated market value; and
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
1664674v2 2
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
Agreement means this Agreement, as the same may be from time to time modified,
amended or supplemented;
Authority means the Economic Development Authority of the City of Mounds View,
Minnesota;
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means City of Mounds View, Minnesota, its successors and assigns;
Developer means Velmeir Co., L.L.C., a Michigan limited liability company, its
successors and assigns;
Development Property means the real property described in Exhibit A attached to this
Agreement;
Event of Default means any of the events described in Section 4.1 hereof;
Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank
National Association in Saint Paul, Minnesota, as its "prime rate" or "reference rate" or any
successor rate, which rate shall change as and when that rate or successor rate changes;
Project means an approximately 13,000 square foot CVS Pharmacy to be constructed on
the Development Property;
Redevelopment Project Area means the real property described in the Redevelopment
Plan;
Redevelopment Plan means the redevelopment plan approved in connection with the
Redevelopment Project Area;
Site Improvements means those site improvements identified on Exhibit B attached
hereto relating to the Project to be undertaken on the Development Property;
State means the State of Minnesota;
Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.1799, as
amended;
Tax Increment District means Tax Increment Financing District No. 2 located within the
Redevelopment Project Area;
1664674v2 3
Tax Increment Financing Plan means the tax increment financing plan approved for the
Tax Increment District by the City; and
Tax Increments means the tax increments derived from other properties located within
the Tax Increment District and held in a segregated fund of the Authority.
1664674v2 4
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the Authority. The Authority makes
the following representations and warranties:
(1) The Authority is a body corporate and politic and has the power to enter into this
Agreement and carry out its obligations hereunder.
(2) The Tax Increment District is a "redevelopment district" within the meaning of
Minnesota Statutes, Section 469.174, Subdivision 10, and was created, adopted and approved in
accordance with the terms of the Tax Increment Act.
(3) The development contemplated by this Agreement is in conformance with the
development objectives set forth in the Redevelopment Plan.
(4) The Authority proposes, subject to the further provisions of this Agreement, to
apply Tax Increments to reimburse the Developer for the costs of demolition of the existing
building on the Development Property and for the costs of ponding and stormwater management
improvements on the Development Property as further provided in this Agreement.
(5) The Authority makes no representation or warranty, either express or implied, as
to the Development Property or its condition or the soil conditions thereon, or that the
Development Property shall be suitable for the Developer's purposes or needs.
Section 2.2. Representations and Warranties of the Developer. The Developer makes
the following representations and warranties:
(1) The Developer is a limited liability company and has the power to enter into this
Agreement and to perform its obligations hereunder and by so doing will not be in violation of
its articles of organization or operating agreement or member control agreement or the laws of
the State.
(2) The Developer will cause the Project to be constructed in accordance with the
terms of this Agreement, the Redevelopment Plan, and all local, state and federal laws and
regulations (including, but not limited to, environmental, zoning, energy conservation, building
code and public health laws and regulations).
(3) The construction of the Project would not be undertaken by the Developer, and in
the opinion of the Developer would not be economically feasible within the reasonably
foreseeable future, without the assistance and benefit to the Developer provided for in this
Agreement.
(4) The Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all required permits, licenses and approvals, and will meet, in a timely manner,
all requirements of all applicable local, state, and federal laws and regulations which must be
obtained or met before the Project may be lawfully constructed.
1664674v2 5
(5) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(6) The Developer will cooperate fully with the Authority and the City with respect to
any litigation commenced with respect to the Project.
(7) The Developer will cooperate fully with the Authority and the City in resolution
of any traffic, parking, trash removal or public safety problems which may arise in connection
with the construction and operation of the Project.
(8) The Developer will commence construction of the Project no later than
September 1, 2004 and barring Unavoidable Delays, the Project will be substantially completed
by December 31, 2005.
(9) The requirements of the Business Subsidy Law, Minnesota Statutes, Section
116J.993 through 116J.995, do not apply to this Agreement because the Developer's investment
in the purchase of the Development Property and in site preparation is 70 percent or more of the
assessor's 2004 estimated market value.
1664674v2 6
ARTICLE III
UNDERTAKINGS BY DEVELOPER AND AUTHORITY
Section 3.1. Reimbursement of Costs. The costs of the Site Improvements shall be
paid for by the Developer. The Authority shall reimburse the Developer for up to $75,000 of the
Site Improvement costs actually incurred and paid by the Developer (the "Reimbursement
Amount") as further provided in Section 3.2.
Section 3.2. Limitation of Costs; Methods of Payment.
(1) The sole source of funds from which the Authority is obligated to reimburse the
Developer for the Reimbursement Amount is limited to Tax Increments and nothing herein shall
be construed to obligate the Authority or the City to use any of its general funds or other
municipal funds to reimburse the Developer for such costs.
(2) Provided that no Event of Default shall have occurred and be continuing
hereunder and the Developer has demonstrated in writing to the reasonable satisfaction of the
Authority that the Site Improvements have been completed and that the Developer has incurred
and paid all costs of the Site Improvements, as described in and limited by Section 3.1 and shall
have submitted paid invoices in an amount not less than the Reimbursement Amount, the
Authority shall reimburse the Developer the Reimbursement Amount from Tax Increments
within 30 days of the receipt of such evidence.
Section 3.3. Limitations on Undertaking of the Authority. Notwithstanding the
provisions of Sections 3.1, the Authority shall have no obligation to the Developer under this
Agreement to reimburse the Developer for the Reimbursement Amount, if the Authority, at the
time or times such payment is to be made, is entitled under Section 4.2 to exercise any of the
remedies set forth therein as a result of an Event of Default which has not been cured.
1664674v2 7
ARTICLE IV
EVENTS OF DEFAULT
Section 4.1. Events of Default Defined. The following shall be "Events of Default"
under this Agreement and the term "Event of Default" shall mean whenever it is used in this
Agreement any one or more of the following events:
(a) Failure by the Developer to timely pay any ad valorem real property taxes
and special assessments levied against the Development Property and all public utility
payments due and owing with respect to the Development Property.
(b) The holder of any mortgage on the Development Property or any
improvements thereon, or any portion thereof, commences foreclosure proceedings as a
result of any default under the applicable mortgage documents.
(c) If the Developer shall
(A) file any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under the United States Bankruptcy Act of 1978, as amended or under any similar
federal or state law; or
(B) make an assignment for the benefit of its creditors; or
(C) admit in writing its inability to pay its debts generally as they
become due; or
(D) be adjudicated a bankrupt or insolvent; or if a petition or answer
proposing the adjudication of the Developer, as a bankrupt or its reorganization
under any present or future federal bankruptcy act or any similar federal or state
law shall be filed in any court and such petition or answer shall not be discharged
or denied within sixty (60) days after the filing thereof; or a receiver, trustee or
liquidator of the Developer, or of the Project, or part thereof, shall be appointed in
any proceeding brought against the Developer, and shall not be discharged within
sixty (60) days after such appointment, or if the Developer, shall consent to or
acquiesce in such appointment.
(d) Failure of the Developer to observe or perform any other covenant,
condition, obligation or agreement on its part to be observed or performed under this
Agreement.
Section 4.2. Remedies on Default. Whenever any Event of Default referred to in
Section 4.1 occurs and is continuing, the Authority may take any one or more of the following
actions after the giving of thirty (30) days' written notice to the Developer, but only if the Event
of Default has not been cured within said thirty (30) days, or, if such Event of Default cannot
reasonably be cured within thirty (30) days, the Developer has not commenced to cure and
diligently pursued such cure to correction as soon as reasonably possible:
1664674v2 8
(a) The Authority may suspend its performance under this Agreement until it
receives assurances from the Developer, deemed adequate by the Authority, that the
Developer will cure its default and continue its performance under this Agreement.
(b) The Authority may cancel and rescind the Agreement.
(c) The Authority may take any action, including legal or administrative
action, in law or equity, which may appear necessary or desirable to enforce performance
and observance of any obligation, agreement, or covenant of the Developer under this
Agreement.
Section 4.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to
the Authority is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient.
Section 4.4. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
Section 4.5. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the Authority shall employ attorneys or incur other expenses for the
collection of payments due or to become due or for the enforcement or performance or
observance of any obligation or agreement on the part of the Developer herein contained, the
Developer agrees that it shall, on demand therefor, pay to the Authority the reasonable fees of
such attorneys and such other expenses so incurred by the Authority.
Section 4.6. Indemnification of Authority.
(1) The Developer releases from and covenants and agrees that the Authority and the
City, their governing body members, officers, agents, including the independent contractors,
consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this
Section, collectively the "Indemnified Parties") shall not be liable for and agrees to indemnify
and hold harmless the Indemnified parties against any loss or damage to property or any injury to
or death of any person occurring at or about or resulting from any defect in the Project.
(2) Except for any willful misrepresentation or any willful or wanton misconduct of
the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now
and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit,
action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly
arising from the actions or inactions of the Developer (or if other persons acting on its behalf or
under its direction or control) under this Agreement, or the transactions contemplated hereby or
the acquisition, construction, installation, ownership, and operation of the Project; provided, that
this indemnification shall not apply to the warranties made or obligations undertaken by the City
1664674v2 9
in this Agreement, but shall, in any event and without regard to any fault on the part of the
Authority or the City, apply to any pecuniary loss or penalty (including interest thereon from the
date the loss is incurred or penalty is paid by the Authority or the City at a rate equal to the Prime
Rate) as a result of the Project causing the Tax Increment District to not qualify or cease to
qualify as a "redevelopment district" under Section 469.174, Subdivision 10, of the Act or to
violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4j.
(3) All covenants, stipulations, promises, agreements and obligations of the Authority
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the Authority and not of any governing body member, officer, agent, servant or
employee of the Authority.
1664674v2 10
ARTICLE V
ADDITIONAL PROVISIONS
Section 5.1. Restrictions on Use. The Developer agrees itself, its assigns and every
successor in interest to the Development Property, or any part thereof, that the Developer and
such assigns and successors shall operate, or cause to be operated, the Project for any purpose
other than as commercial facilities and shall devote the Development Property to, and in
accordance with, the uses specified in this Agreement.
Section 5.2. Conflicts of Interest. No member of the governing body or other official
of the Authority shall have any financial interest, direct or indirect, in this Agreement, the
Development Property or the Project, or any contract, agreement or other transaction
contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such
member of the governing body or other official participate in any decision relating to the
Agreement which affects his or her personal interests or the interests of any corporation,
partnership or association in which he or she is directly or indirectly interested. No member,
official or employee of the Authority shall be personally liable to the Authority in the event of
any default or breach by the Developer or successor or on any obligations under the terms of this
Agreement.
Section 5.3. Titles of Articles and Sections. Any titles of the several parts, articles and
sections of the Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 5.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(a) in the case of the Developer is addressed to or delivered personally to:
Velmeir Co., L.L.C.
5757 West Maple Road, Suite 800
West Bloomfield, MI 48322
Attention: ________________
(b) in the case of the Authority is addressed to or delivered personally to the
Authority at:
City of Mounds View, Minnesota
2401 Highway 10
Mounds View, MN 55112
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
Section 5.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
1664674v2 11
Section 5.6. Law Governing. This Agreement will be governed and construed in
accordance with the laws of the State.
Section 5.7. Expiration. This Agreement shall terminate upon the earlier of the date
the Tax Increment District expires or is decertified or on the date the Reimbursement Amount is
fully paid, unless earlier terminated or rescinded in accordance with its terms.
Section 5.8. Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out
of any event, occurrence or circumstance existing prior to the date thereof.
Section 5.9. Assignability of Agreement. This Agreement may be assigned only with
the consent of the Authority.
1664674v2 S-1
IN WITNESS WHEREOF, the Authority and the Developer have caused this Agreement
to be duly executed by their duly authorized representatives, on or as of the date first above
written.
VELMEIR CO., L.L.C.
By
Its
By
Its
This is a signature page to the Development Agreement by and between the City of Mounds
View, Minnesota and Velmeir Co., L.L.C..
1664674v2 S-2
ECONOMIC DEVELOPMENT AUTHORITY OF
THE CITY OF MOUNDS VIEW, MINNESOTA
By
Its Chair
By
Its Executive Director
This is a signature page to the Development Agreement by and between the City of Mounds
View, Minnesota and Velmeir Co., L.L.C..
1664674v2 A-1
EXHIBIT A
DESCRIPTION OF DEVELOPMENT PROPERTY
1664674v2 B-1
EXHIBIT B
SITE IMPROVEMENTS
Demolition
Ponding
Other stormwater management improvements required by Rice Creek Watershed District