HomeMy WebLinkAbout04-11-2022 EDACITY OF MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY MEETING AGENDA
MOUNDS VIEW CITY HALL
Monday, April 11, 2022
6:30 p.m.
1. CALL TO ORDER
2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Hull,
Commissioner Meehlhause, Commissioner Bergeron
3. APPROVAL OF AGENDA
4. CONSENT AGENDA
A. Approval of Minutes: February 14, 2022 Open
March 14, 2022 Closed
B. Resolution 22-EDA-356, A Resolution Approving the Costs of Sewer & Water
Disconnection and Demolition Cleanup Services
5. PUBLIC COMMENT
Citizens may speak to issues not on tonight's agenda. Before speaking, please give your full
name and address for the minutes. Also, please limit your comments to three minutes.
6. EDA BUSINESS
A. Public Hearing, Resolution 22-EDA-355 Approving a Purchase & Development
Agreement and Conveyance of Property Located in Mounds View, Minnesota
7. REPORTS
A. None
8. NEXT EDA MEETING: April 25, 2022 at 6:30 p.m.
9. ADJOURNMENT
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PROCEEDINGS OF THE MOUNDS VIEW EDA
CITY OF MOUNDS VIEW
RAMSEY COUNTY, MINNESOTA
Regular Meeting
February 14, 2022
Mounds View City Hall
2401 Mounds View Boulevard, Mounds View, MN 55112
1. CALL MEETING TO ORDER
President Mueller called the virtual meeting to order at 6:30 p.m.
2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Bergeron
Commissioner Hull, Commissioner Meehlhause, and Executive Director Zikmund.
NOT PRESENT: None.
3. APPROVAL OF AGENDA
MOTION/SECOND: Meehlhause/Hull. To Approve the February 14, 2022, Agenda as
presented.
A roll call vote was taken.
Ayes — 5 Nays — 0 Motion carried.
4. CONSENT AGENDA
A. Approval of Minutes: January 24, 2022, EDA Minutes.
January 24, 2022, Closed EDA Minutes.
MOTION/SECOND: Meehlhause/Bergeron. To Approve the Consent Agenda as presented.
A roll call vote was taken.
Ayes — 5
5. PUBLIC COMMENT
None.
6. EDA BUSINESS
Nays — 0 Motion carried.
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Mounds View EDA February 14, 2022
Regular Meeting Page 2
A. 22-EDA-354, A Resolution Authorizing the Purchase of Real Property.
Assistant City Administrator Beeman requested the Council authorize the purchase of real
property. He explained the EDA has been discussing the purchase of residential property at 8271
Long Lake Road, which was an abandoned property. He indicated the EDA put in an initial offer
that was denied and a second offer was verbally contingent upon the City taking care of the sewer
inspection. He reported the City Attorney has written this into the agreement and staff
recommends approval of the purchase of the real property. It was noted the closing would occur
on March 31, 2022.
MOTION/SECOND: Hull/Meehlhause. To Waive the Reading and Adopt Resolution 22-EDA-
354, A Resolution Authorizing the Purchase of Real Property.
A roll call vote was taken.
Ayes — 5 Nays — 0 Motion carried.
7. REPORTS
None.
8. NEXT EDA MEETING: Monday, February 28, 2022 at 6:30 p.m.
9. ADJOURNMENT
President Mueller adjourned the meeting at 6:41 p.m.
Respectfully submitted,
Recorded and transcribed by:
Heidi Guenther
Minute Maker Secretarial
PROCEEDINGS OF THE MOUNDS VIEW EDA
CITY OF MOUNDS VIEW
RAMSEY COUNTY, MINNESOTA
Special Closed EDA Meeting
March 14, 2022
Mounds View City Hall
2401 County Road 10, Mounds View, MN 55112
1. CALL MEETING TO ORDER
President Mueller called the meeting to order at 6:30 p.m.
2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Hull,
Commissioner Bergeron, Commissioner Meehlhause, Assistant City Administrator
Beeman, Finance Director Beer, City Attorney Riggs.
NOT PRESENT: Executive Director, Nyle Zikmund
OTHERS PRESENT: None.
3. EDA BUSINESS
A. CLOSED SESSION — 7861 Groveland Road: Pursuant to Minnesota Statutes
Sections 13D.05, subdivision 3(c) and 13.44, subdivision 3, to conduct a closed
EDA meeting concerning real property located at addresses noted below, to
consider strategies and to develop or consider offers or counteroffers for the
purchase of such real property and to review confidential appraisal information for
such real property.
7861 Groveland Road
Mounds View, Minnesota
PIN: 063023340061
Pursuant to Minnesota Statutes Sections 13D.05 subdivision 3(c) and 13.44, subdivision 3 the
EDA met in closed session to discuss the 7861 Groveland Road property as identified in the
above -referenced notice at 3.A.
B. CLOSED SESSION — 7861 Groveland Road: Pursuant to Minnesota Statutes,
Section 13D.05, subdivision 3(c) and 13.44, subdivision 3, and Minnesota
Statutes, Section 13D.05, subdivision 3(b), to conduct a closed EDA meeting
concerning a portion of the real property located at addresses noted below, to
Mounds View EDA March 14, 2022
Special EDA Meeting Page 2
consider strategies and to develop or consider offers or counteroffers for the
purchase of a portion of such real property and to review confidential appraisal
information for a portion of such real property.
7861 Groveland Road
Mounds View, Minnesota
PIN: 06-30-23-34-0061
Pursuant to Minnesota Statutes Sections 13D.05 subdivision 3(c) and 13.44, subdivision 3 the
EDA met in closed session to discuss 786 1 Groveland Road property as identified in the above -
referenced notice at 3.B.
4. ADJOURNMENT
President Mueller adjourned the closed session meeting at 6:45 p.m.
Respectfully submitted,
Transcribed by:
Brian Beeman, Assistant City Administrator
Item No: 04.13
MOU--N-DS
VIEW
Meeting Date: April 11, 2022
Type of Business: EDA Consent
Administrator Review:
City of Mounds View Staff Report
To: Economic Development Authority
From: Brian Beeman, Assistant City Administrator
Item Title/Subject: Resolution 22-EDA-356, Approving the Costs of Sewer & Water
Disconnection & Demolition Cleanup Services
Background and Discussion:
The EDA recently purchased a home and lot located at 8271 Long Lake Road. The local Police and
Fire Departments will be conducting training exercises on the newly acquired property before
conducting a controlled burn. Before the training can begin, all utilities and service must be
disconnected and after the training has been completed, a contractor will need to clean up the site
of any remaining debris.
Since the total amount for the disconnection of service and cleanup is over the $5,000 threshold, the
EDA must approve these costs before services can begin. The total amount quoted by Dave Perkins
Contracting, Inc. is $6,300.
Recommendation:
Staff recommends approval of the above purchase.
Respectfully submitted,
Brian Beeman, Assistant City Administrator
Attachment(s):
1. 22-EDA-356, A Resolution Approving the Costs of Sewer & Water Disconnection &
Demolition Cleanup Services
2. Dave Perkins Contracting, Inc. quote
EDA RESOLUTION 22-EDA-356
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION APPROVING THE COSTS OF SEWER & WATER DISCONNECTION
AND DEMOLITION CLEANUP SERVICES
WHEREAS, in the Economic Development Authority (EDA) purchased a property
located at 8271 Long Lake Road, Mounds View, MN 55112; and
WHEREAS, the Mounds View Police Department and Spring Lake Park, Blaine,
Mounds View Fire Department (SBM) wishes to conduct training exercises on said premises;
and
WHEREAS, it is necessary to disconnect sewer and water services before training
can begin; and
WHEREAS, cleanup of the demolition site is necessary once training has been
completed; and
WHEREAS, Dave Perkins Contracting, Inc. has submitted a quote for $6,300.00
requiring approval from the EDA; and
NOW, THEREFORE, BE IT RESOLVED, that the Mounds View City Economic
Development Authority authorizes Staff to make the necessary expenditures as presented
in the attached quote.
Adopted this 11t" day of April, 2022.
Carol A. Mueller, President
ATTEST:
Nyle Zikmund, Executive Director
(seal)
fic1' WIN
Clllltl'actllll)
111ce
19745 Nowthen Blvd. NW - Nowthen, MN 55303 (763) 427-0109 (763) 427-3806
April 6, 2022
City of Moundsview
Attn: Brian
Ref: 8z7� Long Lake Road
Sub: Sewer &Water Disconnect
Disconnect Sewer & Water At Property Line $2,500
Remove Burn Down House Debris, Grade &Seed Area
BID: $6,300.00
All Permit Fee's Add To Bid Amount
Dewater Extra If Required
BY: R 'Per ' s (President)
ave erkins Contracting, Inc.
$3,800
Grade & Backfill With Existing Material. No Soil Correction. No Haul Off. No Erosion
Control. Staking By Others. Dewatering Extra If Required. Not Responsible For Private
Utilities Locate By Others. Not Responsible For Any Unforeseen Circumstances Would Be
Extra, No Sub Grade Stabilization. No Restoration, Permits Fees Paid By Owner. Add 1.5 % If
Bond Required. Frost As Per Hourly Rate.
ACCEPTED BY:
PRE -LIEN NOTICE
DATE:
(a) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY
MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS.
(b) UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR
THIS IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS
DUE THEM FROM US UNTIL 12o DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER
SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIALS FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY
NOTICE.
Item No: 6A
MOUNDS VtE-W
Meeting Date: April 11, 2022
Type of Business: EDA
City Administrator Review:
City of Mounds View Staff Report
To: Economic Development Authority
From: Brian Beeman, Assistant City Administrator
Item Title/Subject: Public Hearing & Resolution 22-EDA-355, A Resolution Approving
Purchase and Development Agreement and Conveyance of Property
Located in Mounds View, Minnesota
Background
Sabry Sharara, a local dentist and the owner of Mounds View Family Dentistry, is moving forward on
a commercial project on the corner of Groveland Road and Mounds View Boulevard. Mr. Sharara
has already purchased the Simon's property located at 2840 Mounds View Boulevard and he is now
seeking to purchase the adjacent EDA lot located at 7861 Groveland Road. He needs the EDA lot
so that he has enough room for parking.
Discussion
The EDA met in a closed session March 14, 2022 to consider and discuss an offer that was
submitted by Mr. Sharara to the EDA and the EDA decided to move forward with the sale. The EDA
is required to first, hold a Public Hearing before selling public property. Proper notice of the Public
Hearing was submitted for consideration of a Resolution approving a Purchase & Development
Agreement for the property located at 7861 Groveland Road.
Strategic Plan Strategy/Goal
Maintain a positive business climate where businesses want to locate and remain in mounds view.
Finance top redevelopment areas Industrial/Commercial/Residential.
Financial Impact
None.
Recommendation
Staff recommends that the EDA conduct a Public Hearing then consider Resolution 22-EDA-
355, a resolution approving purchase and development agreement and conveyance of property
located in Mounds View, Minnesota.
Respectfully submitted,
Brian Beeman
Assistant City Administrator
Attachments(s): 1) 22-EDA-355, A Resolution Approving Purchase and Development
Agreement and Conveyance of Property located in Mounds View,
Minnesota
2) Purchase & Development Agreement
EDA RESOLUTION 22-EDA-355
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION APPROVING PURCHASE AND
DEVELOPMENT AGREEMENT AND CONVEYANCE OF
PROPERTY LOCATED IN MOUNDS VIEW, MINNESOTA
BE IT RESOLVED by the Board of Commissioners (the "Board") of the Mounds View
Economic Development Authority (the "Authority") as follows:
Section 1. Recitals.
1.01. The Authority is authorized pursuant to Minnesota Statutes, Sections 469.090 to
469.1081 (the `EDA Act"), to acquire and convey real property and to undertake certain activities
to facilitate the development of real property by private enterprise.
1.02. The Authority is fee owner of certain real property in the city of Mounds View (the
"City"), legally described in the attached Exhibit A (the "Property").
1.03. To facilitate the development of a commercial development and dental office on the
Property, the Authority proposes to enter into a Purchase and Development Agreement (the
"Agreement") between the Authority and Sabry Sharara (the "Developer"), under which, among other
things, the Authority will convey the Property to the Developer to construct a commercial
development and dental office, subject to certain terms and conditions of the Agreement, which is on
file with the Executive Director of the Authority.
1.04. The Authority has on April 11, 2022, and in accordance with Minnesota Statutes,
Section 469.105, conducted a duly noticed public hearing regarding the sale of the Property to the
Developer, at which all interested persons were given an opportunity to be heard.
1.05. The Authority finds and determines that conveyance of the Property to the Developer
is in the public interest and will further the objectives of its general plan of economic development,
because it will provide an opportunity for increased commercial and office space opportunities in the
City and serve as an impetus for further development.
1.06. The Board has reviewed the Agreement and finds that the execution thereof by the
Authority and performance of the obligations thereunder are in the best interest of the Authority, the
City and its residents.
DOCSOPEN\MU205\53\783511.v2-4/5/22
EDA Resolution No. 21-EDA-455
Page 2
Section 2. Findings.
2.01. The recitals set forth in the preamble to this Resolution and the exhibits attached to
this Resolution are incorporated into this Resolution as if fully set forth herein.
2.02. The Agreement is hereby in all respects authorized, approved and confirmed by the
Authority and the President and the Executive Director are hereby authorized and directed to
execute and deliver the Agreement for and on behalf of the Authority in substantially the form
now on file with the Authority, but with such modifications as shall be deemed necessary, desirable
or appropriate, its execution thereof to constitute conclusive evidence of their approval of any and
all modifications therein.
Section 3. Implementation.
3.01. The President and Executive Director are authorized and directed to execute and
deliver the Agreement and any additional agreements, certificates or other documents that the
Authority determines are necessary to implement this Resolution.
3.02. The Authority directs Authority and City staff to take any appropriate action and to
prepare any appropriate documents to facilitate the directives of the Authority as set forth in this
Resolution and in performing its obligations under the Agreement as a whole.
3.03. The President, Executive Director, Authority and City staff, Authority and City
attorney, and Authority and City consultants are hereby authorized and directed to take any and all
additional steps and actions necessary or convenient in order to accomplish the intent of this
Resolution.
Section 4. Effective Date. This resolution is effective upon the date of its adoption.
Adopted on the I Ph day of April, 2022.
Carol A. Mueller, President
Attest:
Nyle Zikmund, Executive Director
(SEAL)
DOCSOPEN\MU205\53\783511.v2-4/5/22
2
FX141RIT A
Legal Description of the Property
The North 116.00 feet of the South 761.00 feet of Lot 57, Auditor's Subdivision
No. 89, Ramsey County, Minnesota.
A-1
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PURCHASE AND DEVELOPMENT AGREEMENT
This Purchase and Development Agreement (the "Agreement") is made and entered into this
day of , 2022, by and between Mounds View Economic Development Authority,
a public body corporate and politic under the laws of Minnesota, having its principal office at 2401
Mounds View Boulevard, Mounds View, Minnesota 55112 (the "Authority") and Sabry Sharara [or
his corporate entity],
its principal office at _
WITNESSETH:
(the "Developer")
having
WHEREAS, the Authority owns certain real property legally described in Exhibit A attached
hereto (the "Property); and
WHEREAS, the Developer has identified the Property as a desired location to develop a
commercial development, including a dental office (the "Project"); and
WHEREAS, the Developer is required to also enter into this Agreement, outlining the
terms and conditions of the Developer's acquisition of the Property from the Authority and the
platting thereof; and
WHEREAS, in accordance with the terms and conditions of this Agreement, the Property
shall be conveyed by the Authority pursuant to Minnesota Statutes, section 469.105 for the Project;
and
WHEREAS, the conveyance of the Property by the Authority to the Developer shall be
subject to the following terms and conditions:
a. The Property sales price is $60,000.00; and
b. The Developer's full compliance with the terms and conditions of this Agreement.
WHEREAS, the Authority believes that the conveyance and development of the Property and
the fulfillment generally of the Agreement are in the vital and best interests of the City of Mounds
View (the "City") and the health, safety, morals, and welfare of its residents, and in accord with the
public purposes and provisions of the applicable state and local laws and requirements.
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NOW, THEREFORE, in consideration of the covenants and the mutual obligations contained
herein, the Authority and the Developer hereby covenant and agree with the other as follows:
1. Incorporation of Recitals and Exhibits. The Recitals set forth in the preamble to this
Agreement and the Exhibits attached to this Agreement are incorporated into this
Agreement as if fully set forth herein.
2. Representations by the Authority. The Authority makes the following representations as the
basis for the undertakings on its part herein contained:
a. The Authority is a public body corporate and politic under the laws of Minnesota. The
Authority has the power to enter into this Agreement and carry out its obligations
hereunder.
b. The persons executing this Agreement and related agreements and documents on
behalf of the Authority have the authority to do so and to bind the Authority by their
actions.
C. The Authority has received no notice or communication from any local, State or
federal official that the activities of the Developer or the Authority in relation to the
Project may be or will be in violation of any environmental law or regulation. The
Authority is aware of no facts the existence of which would cause it to be in violation
of any local, State or federal environmental law, regulation or review procedure.
3. Representations and Warranties by the Developer. The Developer makes the following
representations as the basis for the undertakings on its part herein contained:
a. The Developer is a , duly organized and in
good standing under the laws of Minnesota and is not in violation of any provisions
of its certificate of limited partnership. The Developer has the power to enter into this
Agreement and carry out its obligations hereunder. The persons executing this
Agreement and related agreements and documents on behalf of the Developer have
the authority to do so and to bind the Developer by their actions.
b. In the event the Property is conveyed to the Developer, the Developer, or its assigns,
will adhere to the terms and conditions contained in this Agreement and all local, State
and federal laws and regulations, including, but not limited to, environmental, zoning,
building code and public health laws.
C. 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 provisions or any restriction or
any evidence of indebtedness, agreement or instrument of whatever nature to which
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the Developer is now a party or by which it is bound, or constitutes a default under
any of the foregoing.
4. Representations Ongoing. The representations and warranties set forth above shall be
continuing and shall be true and correct as of the Date of Closing, as hereinafter defined,
with the same force and effect as if made at that time. All such representations and
warranties shall survive closing and shall not be merged in the delivery and execution of
the deed or other instruments of conveyance called for in this Agreement.
5. Sale/Conveyance of the Property. In order to facilitate the financial feasibility of the Project
and in consideration of the Developer's fulfillment of its covenants and obligations under this
Agreement, and subject to the conditions precedent to closing outlined herein, the Authority
agrees to sell the Property to the Developer and the Developer agrees to purchase the Property
from the Authority for Sixty Thousand and no/100 Dollars ($60,000.00) (the "Purchase
Price"). The Developer agrees to deposit Earnest Money in the amount of Five Thousand and
no/100 Dollars ($5,000.00) (the "Earnest Money") with Land Title, Inc. The Developer shall
provide the remainder of the Purchase Price to the Authority on the Date of Closing.
Provided that the Developer complies with the terms and conditions hereof, the Authority
agrees to convey title and possession of the Property to the Developer at the Date of Closing
by quit claim deed in the form attached hereto as Exhibit B (hereinafter the "Property Deed").
The conveyance of the Property and the Developer's use of the Property shall be subject to all
of the conditions, covenants, restrictions and limitations imposed by this Agreement and the
Property Deed. The conveyance of title to the Property and the Developer's use of the
Property shall also be subject to the building and zoning laws and ordinances and all other
City, State and federal laws and regulation, easements and rights of way.
6. Personal Property Included in Sale. There are no items of personal property or fixtures
owned by the Authority and currently located on the Property for purposes of this sale.
7. Condition of Title. The Developer shall obtain the title evidence determined necessary or
desirable to the Developer. In the event that there are any title issues, the Developer shall
be solely responsible for resolving those issues at its own expense. The Authority shall have
no obligation to cure any defects in the title of the Property.
8. Financing. Before conveyance of the Property by the Authority, the Developer agrees to
submit to the Authority evidence of a commitment for financing which is adequate, in the
Authority's sole opinion, for the construction of the Minimum Improvements, as hereinafter
defined in Section 13 of this Agreement. If the Authority finds that the financing is
sufficiently committed and adequate in amount to provide for the construction of said
improvements, the Authority shall notify the Developer in writing of its approval. Such
approval shall not be unreasonably withheld. If the Authority rej ects the evidence of financing
as inadequate, it shall do so in writing specifying the basis for the rejection and the Developer
shall have 30 days thereafter to submit a commitment for additional or alternate financing
acceptable to the Authority. If the Developer fails to submit a commitment for financing
acceptable to the Authority within said period of time or any additional period to which the
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Authority may agree, the Authority may notify the Developer of its failure to comply with the
requirement of this paragraph and may terminate this Agreement at its sole discretion.
9. Representations.
a. The Authority makes the following representations and disclosures regarding the
Property: None, other than those stated in section 2 of this Agreement.
b. Other than as represented herein by the Authority, the Developer acknowledges that
the Authority makes no representations or warranties as to the condition of the soils
on the Property or its fitness for its intended use and for construction of the Minimum
Improvements or any other purpose for which the Developer may make use of such
property.
C. The Developer acknowledges that it has inspected or has had the opportunity to
inspect the Property and agrees to accept the Property "AS IS" with no right of set
off or reduction in the purchase price. Such sale shall be without representation of
warranties, express or implied, either oral or written, made by the Authority or any
official, employee or agent of the Authority with respect to the physical condition
of the Property, including but not limited to, the existence or absence of petroleum,
hazardous substances, pollutants or contaminants in, on, or under, or affecting the
Property or with respect to the compliance of the Property or its operation with any
laws, ordinances, or regulations of any government or other body, except as stated
above. The Developer acknowledges and agrees that the Authority has not made
and does not make any representations, warranties, or covenants of any kind or
character whatsoever, whether expressed or implied, with respect to warranty of
income potential, operating expenses, uses, habitability, tenant ability, or suitability
for any purpose, merchantability, or fitness of the Property for a particular purpose,
all of which warranties the Authority hereby expressly disclaims, except as
otherwise expressly stated herein. The Developer is relying entirely upon
information and knowledge obtained from its own investigation, experience and
knowledge obtained from its own investigation, experience or personal inspection
of the Property. The Developer expressly assumes, at closing, all environmental
and other liabilities with respect to the Property and releases and indemnifies the
Authority from same, whether such liability is imposed by statute or derived from
common law including, but not limited to, liabilities arising under the
Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), the Hazardous and Solid Waste Amendments Act, the Resource
Conservation and Recovery Act ("RCRA"), the federal Water Pollution Control
Act, the Safe Drinking Water Act, the Toxic Substances Act, the Superfund
Amendments and Reauthorization Act, the Toxic Substances Control Act and the
Hazardous Materials Transportation Act, all as amended, and all other comparable
federal, state or local environmental conservation or protection laws, rules or
regulations. The foregoing assumption and release shall survive Closing and shall
not be deemed merged into any instrument of conveyance delivered at Closing. All
statements of fact or disclosures, if any, made in this Agreement or in connection
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with this Agreement, do not constitute warranties or representations of any nature.
The foregoing provision shall survive Closing and shall not be deemed merged into
any instrument of conveyance delivered at Closing.
d. The Authority does not know of any wells on the Property, and will so certify in the
deed conveying the Property to the Developer.
e. The Authority does not know of any underground storage tanks on the Property.
The Authority has no knowledge of any individual sewage treatment system on or
serving the Property.
10. Conditions Precedent to Acquisition and Conveyance. Notwithstanding anything herein to
the contrary, the Authority shall not be obligated to convey the Property to the Developer until
the following conditions precedent have been satisfied:
a. The Authority has held a public hearing and fulfilled all requirements of Minnesota
Statutes, section 469.105; and
b. There has been no Event of Default on the part of the Developer which has not been
cured.
All of the above conditions precedent shall occur within the timeframe established in
section 11 of this Agreement, unless extended by the terms of this Agreement. Any or all
of the above conditions precedent may also be waived by the Authority in its sole
discretion.
11. Closing; Delivery and Recording.
a. Subject to the substantial satisfaction of all of the terms and conditions contained
herein which must be satisfied prior to the Authority's conveyance of the Property to
the Developer, the Authority shall execute and deliver the Property Deed to the
Developer at closing. Closing shall occur on a mutually agreeable date (the "Date of
Closing"). However, if closing has not occurred by a date eight (8) months after
execution of this Agreement, either party may terminate this Agreement by notice to
the other in accordance this Agreement. The Developer shall have possession of the
Property upon closing. Closing shall be at the offices of the Authority, 2401 Mounds
View Boulevard, Mounds View, Minnesota 55112 or such other location to which the
parties may agree. Prior to closing, the Authority shall submit to the Developer a copy
of the Property Deed and other closing documents for review. The Property Deed
shall be in recordable form and shall be recorded among the County land records.
b. On the Date of Closing, the Developer shall be responsible for and pay:
(1) the cost of recording the Property Deed and this Agreement;
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(2) the Developer's cost to obtain the title evidence determined necessary or
desirable to the Developer, including costs associated with any title
commitment or the premium to obtain a policy of title insurance;
(3) for any documents related to or in connection with the Developer's financing
of the Property, including but not limited to, recording fees and mortgage
registration tax;
(5) Developer's title company closing fees, if any;
(6) all of the Developers' attorney's fees.
On the Date of Closing, the Authority shall be responsible for and pay:
(1) transfer taxes, including State deed tax, to allow the Developer to record the
Property Deed; and
(2) Authority's title company closing fees, if any.
d. There should not be any delinquent taxes or special assessments attributable to the
Property, however, in the event that there are any delinquent taxes or special
assessments, the Developer shall be responsible at closing for payment thereof. The
Developer shall also be responsible for taxes payable in the current year. If a special
assessment becomes pending after the date of this Agreement and before the Date
of Closing, the Developer shall assume payment of the pending special assessment
without adjustment to the agreed -upon price of the Property.
The Developer shall obtain the title evidence determined necessary or desirable to
the Developer. In the event that there are any title issues, the Developer shall be
responsible for resolving those issues and at its own expense.
12. Platting Requirements.
a. The Developer shall plat the Property consistent with the preliminary plat of
, approved by the City Council in Resolution
No. (the "Authorizing Resolution"), on , 20_,
subject to the conditions and requirements contained in the Authorizing Resolution,
the Mounds View City Code, this Agreement and state statutes. Subject to the
conditions and requirements contained in the Authorizing Resolution, the Mounds
View City Code, this Agreement, City Attorney plat opinion, state statutes, and
local ordinances and regulations, the Developer shall finalize the plat of
and shall cause the final plat of (the
"Plat") to be recorded with the Ramsey County Recorder/Registrar of Titles and
provide the City of Mounds View with a reproducible Mylar copy of said plat.
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b. Title Work/Consent/Attorney Review. Prior to recording the Plat with Ramsey
County, the Developer shall provide an updated and certified Abstract of Title and/or
Registered Property Abstract as required by Minn. Stat. § 505.03, or in the alternative,
the Developer must provide a Commitment for a Title Insurance Policy for the
Property naming the City as the proposed insured. The above -referenced title work
shall identify any other entity with a legal interest in the Property, including but not
limited to any entity with a mortgage interest, easement interest, etc. Prior to recording
the Plat with Ramsey County, the Developer agrees to provide the Authority with a
signed consent from any other entity with a legal interest in the Property, including
but not limited to any entity with a mortgage interest.
The above -mentioned evidence of title shall also be subject to the review and approval
of the City Attorney to determine what entities must execute the Plat and other
documents to be recorded against the Property. In the event the Developer provides
the City with a Commitment for a Title Insurance Policy, the Developer shall cause a
Title Insurance Policy to be issued consistent with the Commitment for a Title
Insurance Policy provided by the Developer and the requirements of the City Attorney
and with an effective date on which the Plat is recorded. The City will not issue any
building permits or certificates of occupancy until it is provided with said Title
Insurance Policy. Further, the Developer shall provide the City with evidence, which
sufficiency shall be determined by the City, in its sole discretion, that all documents
required to be recorded pursuant to this Agreement and by the City Attorney are
recorded and all conditions for release of the Plat have been met prior to the City
processing or approving any building permits or other permits applicable to the
development of the Property.
The City Council's approval of the Plat contemplated by the Authorizing Resolution
and this Agreement is subject to the Developer's compliance with this section.
C. Additional Requirements. The Developer shall satisfy, complete and abide by all
requirements set forth in the Authorizing Resolution, the City Attorney's plat opinion,
and all adopted City ordinances and resolutions affecting the Property, all of which
are incorporated herein by reference as if fully set forth in this Agreement. In addition,
the Developer shall adequately address all items as may be directed by the City
Attorney, the City Engineer or others with review and approval authority for the City.
d. Zoning I. The parties acknowledge that the zoning for the Property in the Plat
should be uniform. It is the intent of the Developer and the Authority that the zoning
for the Property be revised, if necessary, such that it meets the end usage associated
with the development of the Property and Plat. The Developer agrees to revise or
correct any zoning issues relative to the Plat, if discovered, and to provide any and all
additional documentation deemed necessary to effectuate such revisions or
corrections for such zoning issues.
e. Plat Clean-up. The parties acknowledge that various potential clean-up issues
associated with the Plat may need to occur. The Developer agrees to undertake, assist
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with and resolve such issues as directed by the Authority or the City. The Developer
agrees to cooperate regarding any reasonable requests made subsequent to the
execution of this Agreement to revise or correct any errors in the Plat and to provide
any and all additional documentation deemed necessary by either party to effectuate
such revisions or corrections to the Plat.
£ Permits. The Developer shall obtain any necessary permits from the City of Mounds
View, the Minnesota Pollution Control Agency, the Minnesota Department of Natural
Resources, the Minnesota Department of Health, the Minnesota Department of
Transportation, the Ramsey County Highway Department, the Rice Creek Watershed
District, and any other agency that may have jurisdiction over the Property before
proceeding with any construction.
g. Property Monumentation. The Developer agrees to install all subdivision
monumentation (permanent) within six (6) months from the date of recording of the
Plat, and shall submit to the City written certification by a licensed land surveyor that
the required monuments have been installed throughout the plat. All monuments shall
be marked with a steel or fiberglass post to allow for easy location following their
installation.
13. Minimum Improvements. The Developer plans to construct an approximately square
foot commercial development, including a dental office on the Property.
14. Park Dedication. Without limitation of any other obligation of the Developer contained in
this Agreement or set forth in federal, state, or local law, the Developer agrees to comply with
any dedication requirements, including park dedications or payments in lieu which may be
required by the City's subdivision regulations, upon execution of this Agreement. The cash
in lieu of park dedication is estimated to be approximately $
15. flntentionally. Bel.
16. Buildin /g Occupancy Permits. No building permits will be issued for the Project until all
City utilities and services are installed (water, sanitary sewer and storm sewer). No
occupancy permits shall be issued for the Project until the site grading is completed and
approved by the City, all public utilities are tested, approved by the City, and in service,
and all building permit fees are paid in full.
17. Parking and Storage. The Developer agrees to provide adequate parking and storage area for
workers, equipment, construction materials, or other items associated with the Project.
Existing developed public roadways or rights -of -way shall not be utilized for these purposes
except as allowed by the City.
18. Indemnification. Notwithstanding anything to the contrary in this Agreement, the Authority,
its officials, agents, and employees shall not be liable or responsible in any manner to the
Developer, Developer's successors or assigns, the Developer's contractors or subcontractors,
material suppliers, laborers, or to any other person or persons for any claim, demand, damage,
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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 this Agreement, except for claims arising
out of the gross negligence or willful misconduct of the Authority. The Developer, and the
Developer's successors or assigns, agree to protect, defend and save the Authority, and its
officials, 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 fees, consulting engineering services, and other technical,
administrative or professional assistance. Nothing in this Agreement shall constitute a waiver
or limitation of any immunity or limitation on liability to which the Authority is entitled under
state law or otherwise.
19. Payment of EDA/City Costs. The Developer agrees to reimburse the Authority and the City
its actual costs regarding: (i) preparing and administering this Agreement and all other
documents, permits, and applications related thereto; (ii) processing the plat required by this
Agreement and all other subdivision approvals relating to the Property; and (iii) preparing and
reviewing an environmental assessment worksheet (EAW) and environmental impact
statement (EIS), if required. In addition to and without limitation of the foregoing, the costs
to be reimbursed by the Developer to the Authority and the City shall include, but not be
limited to, attorneys' fees, engineering fees, inspection fees, and the costs and fees of other
technical and professional assistance (including but not limited to the cost of the Authority
and City staff time) incurred or expended by the Authority and the City on activities arising
out of this Agreement, and other undertakings related thereto. The Developer has previously
deposited with the Authority and the City the amount of $ .00 to be applied to
payment of the costs described in this section 19, provided that if such costs exceed this
amount, the Developer shall, upon demand by the Authority and the City, pay such additional
costs to the Authority and the City within 10 days of such demand, and provided further that
the amount by which this deposit exceeds the Authority's and the City's actual costs, if any,
shall be returned to the Developer.
In the event the Authority and City do not recover their costs under the provisions of this
section 19, as an additional remedy, the Authority and City may, at their option, assess the
Property in the manner provided by Minnesota Statutes, Chapter 429, and Developer hereby
consents to the levy of such special assessments without notice or hearing and waives its rights
to appeal such assessments pursuant to Minnesota Statutes, Section 429.081, provided the
amount levied, together with the funds deposited with the City under this paragraph, does not
exceed the expenses actually incurred by the Authority and the City. Further, the Authority
and the City may, at their option, as an additional remedy, recover expenses actually incurred
by the Authority and the City, in the manner provided by Minnesota Statutes, Section 415.01,
366.011 and 366.012, and the Developer hereby consents to the levy of such assessments
without notice or hearing and waives its rights to appeal such assessments pursuant to such
Minnesota Statutes, provided the amount levied, together with the funds deposited with the
Authority and the City under this section 19, does not exceed the expenses actually incurred
by the Authority and the City pursuant to this Agreement. Finally, the Developer agrees all
such unpaid amounts constitute charges for governmental services that the Authority and the
City may, at their option, collect as a first in priority lien on any unsold lots and on any other
property the Developer may own in the State pursuant to Minnesota Statutes, section 514.67.
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This section 19 shall survive termination of this Agreement and shall be binding on the
Developer regardless of the enforceability of any other provision of this Agreement.
20. Events of Default Defined. Each and every one of the following shall be an Event of Default
under this Agreement:
a. Failure by the Authority or the Developer to proceed to closing on the Property after
compliance with or the occurrence of all conditions precedent to closing;
b. If the Developer shall file a petition in bankruptcy, or shall make an assignment for
the benefit of its creditors or shall consent to the appointment of a receiver; or
C. Failure by either parry to observe or perform any material covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement.
d. The limited partner of the Developer shall have the right, but not the obligation, to
cure any Event of Default of the Developer hereunder and such cure shall be deemed
to have been made by the Developer.
21. Remedies on Default. Whenever any Event of Default referred to in section 20 of this
Agreement occurs, the non -defaulting party may take any one or more of the following actions
after providing 30 days' written notice to the defaulting parry of the Event of Default, but only
if the Event of Default has not been cured within said thirty days or, if the Event of Default is
by its nature incurable within 30 days, the defaulting party does not provide assurances to the
non -defaulting party reasonably satisfactory to the non -defaulting party that the Event of
Default will be cured and will be cured as soon as reasonably possible:
a. Suspend its performance under this Agreement, including refusing to close on the
Property, until it receives assurances from the defaulting party, deemed adequate by
the non -defaulting party, that the defaulting party will cure its default and continue its
performance under this Agreement;
b. Terminate or rescind this Agreement;
C. Take whatever action, including legal or administrative action, which may appear
necessary or desirable to the non -defaulting party to collect any payments due under
this Agreement, or to enforce performance and observance of any obligation,
agreement, or covenant of the defaulting party under this Agreement.
22. No Remedy Exclusive. No remedy herein conferred upon or reserved to the parties 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
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from time to time and as often as may be deemed expedient. In order to entitle the Authority
or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice,
other than such notice as may be expressly required otherwise under this Agreement.
23. Insurance.
a. Required Insurance. The Developer agrees to provide and maintain at all times during
the process of constructing the Minimum Improvements and, from time to time at the
request of the EDA, furnish the EDA with proof of payment of premiums on:
(i) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed
Value Basis," in an amount equal to one hundred percent (100%) of the
insurable value of the Minimum Improvements at the date of completion, and
with coverage available in nonreporting form on the so called "all risk" form
of policy;
(ii) Comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual
liability insurance) together with an Owner's Contractor's Policy with limits
against bodily injury and property damage of not less than $1,500,000 for each
occurrence (to accomplish the above required limits, an umbrella excess
liability policy may be used); and
(iii) Workers' compensation insurance, with statutory coverage.
The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and
content reasonably satisfactory to the EDA and shall be placed with financially sound and
reputable insurers licensed to transact business in Minnesota. The policy of insurance
delivered pursuant to clauses (i) and (ii) above shall also contain an agreement of the insurer
to give not less than sixty (60) days' advance written notice to the EDA in the event of
cancellation of such policy or change affecting the coverage thereunder.
b. Evidence of Insurance. All insurance required in this Article V shall be taken out
through and maintained by responsible insurance companies selected by the
Developer which are authorized under the laws of Minnesota to assume the risks
covered thereby. The Developer agrees to deposit annually with the EDA copies of
policies evidencing all such insurance, or a certificate or certificates or binders of the
respective insurers stating that such insurance is in force and effect. Unless otherwise
provided in this Article V, each policy shall contain a provision that the insurer shall
not cancel nor materially modify it without giving written notice to the Developer and
the EDA at least sixty (60) days before the cancellation or modification becomes
effective. Not less than fifteen (15) days prior to the expiration of any policy, the
Developer shall furnish the EDA evidence satisfactory to the EDA that the policy has
been renewed or replaced by another policy conforming to the provisions of this
Article V, or that there is no necessity therefor under the terms of this Agreement. In
lieu of separate policies, the Developer may maintain a single policy, blanket or
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umbrella policies, or a combination thereof, having the coverage required herein, in
which event the Developer shall deposit with the EDA a certificate or certificates of
the respective insurers as to the amount of coverage in force upon the Minimum
Improvements.
24. Prohibition Against Sale, Encumbrances, Indemnification.
a. Prohibition Against Sale of Minimum Improvements. The Developer represents and
agrees that its use of the Property and its other undertakings pursuant to the
Agreement, are, and will be, for the purpose of development of the Property and not
for speculation in land holding. The Developer further recognizes that in view of the
importance of the construction of the Minimum Improvements on the Property to the
general welfare of Mounds View, the fact that any act or transaction involving or
resulting in a significant change in the identity of the Developer is of particular
concern to the EDA. The Developer further recognizes that it is because of such
qualifications and identity that the EDA is entering into the Agreement with the
Developer, and, in so doing, is further willing to accept and rely on the obligations of
the Developer for the faithful performance of all undertakings and covenants hereby
by it to be performed. For the foregoing reasons, the Developer represents and agrees
that, prior to the issuance of a Certificate of Completion and Release of Forfeiture,
there shall be no Sale of the Property or the Minimum Improvements by the Developer
nor shall the Developer suffer nor cause any such Sale to be made, without the prior
written approval of the EDA.
b. Limitation Upon Encumbrance of Development Property. Prior to the issuance of a
Certificate of Completion and Release of Forfeiture, the Developer agrees not to
engage in any financing creating any mortgage or other encumbrance or lien upon the
Property or the Minimum Improvements, whether by express agreement or operation
of law, or suffer any encumbrance or lien to be made on or attached to the Property or
the Minimum Improvements, other than the liens or encumbrances directly and solely
related to the purchase of the Property and the construction of the Minimum
Improvements and approved by the EDA, which approval shall not be withheld or
delayed unreasonably if the EDA determines that such lien or encumbrance will not
threaten its security in the Property or the Minimum Improvements.
C. Release and Indemnification Covenants.
(i) Except for any misrepresentation or any willful or wanton misconduct or
negligence of the EDA or the governing body members, officers, agents,
servants, consultants and employees thereof (the "Indemnified Parties"),
and except for any breach by the Indemnified Parties of their
representative's obligations under this Agreement, the Indemnified Parties
shall not be liable for and the Developer shall indemnify and hold harmless
the Indemnified Parties against any loss or damage to property or any injury
to or death of any person (collectively in this paragraph (a), the "Claim")
occurring at or about or resulting from any defect in the portion of the
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Property or the Minimum Improvements owned by Developer at the time
the Claim occurred.
(ii) Except for any misrepresentation or any willful or wanton misconduct or
negligence of the Indemnified Parties, and except for any breach by any of
the Indemnified Parties of their representative's obligations under this
Agreement, 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 from the acquisition, construction,
installation, ownership, maintenance and operation of the Property or the
Minimum Improvements (collectively in this paragraph (b), the "Claim");
provided, however, notwithstanding the foregoing, the Developer's
indemnification and hold harmless shall apply only with regard to the
portion of the Property or Minimum Improvements owned by the
Developer at the time the Claim occurred.
(iii) Except for any misrepresentation or any willful or wanton misconduct or
negligence of the Indemnified Parties, and except for any breach by any of
the Indemnified Parties of their representations and obligations under this
Agreement, the Indemnified Parties shall not be liable for any damage or
injury to the persons or property of the Developer or its officers, agents,
servants or employees or any other person who may be about the Property
or Minimum Improvements (collectively in this paragraph (c), the
"Claim") owned by the Developer at the time of the Claim.
(iv) All covenants, stipulations, promises, agreements and obligations of the
EDA contained herein shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of such entities and not of any
governing body member, officer, agent, servant or employee of such entities
in the individual capacity thereof.
25. One Year Deadline; EDA Statutory Sale Requirements.
a. One-year deadline. Within one year from the date of purchase, the Developer
shall devote the Property to its intended use or begin work on the improvements
to the Property to devote it to that use. If the Developer fails to do so, the EDA
may cancel the sale and title to the Property shall return to the EDA. The EDA
may extend the time to comply with a condition if the Developer has good
cause. The Developer must not transfer title to the Property within one year of
the Agreement without the consent of the EDA.
b. Revesting Interest in the EDA Upon Happening of Event of Default Subsequent to
Conveyance to Developer. In the event that subsequent to conveyance of the Property
to the Developer and prior to the issuance of a Certificate of Completion and Release
of Forfeiture for the Minimum Improvements the Developer, subject to Unavoidable
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Delays, fails to begin construction of the Minimum Improvements in conformity with
this Agreement and such failure to begin construction is not cured within 30 days after
written notice from the EDA to the Developer to do so, then the EDA shall have the
right to re-enter and take possession of the Property and to terminate and revest in the
EDA the interest of the Developer in the Property; provided, however, that any
exercise by the EDA of its rights or remedies hereunder shall always be subject to and
limited by, and shall not defeat, render invalid or limit in any way the lien of any
mortgage or other encumbrance specifically and previously authorized by the EDA in
writing under this Agreement or any rights or interests provided in this Agreement for
the protection of the holders of an approved encumbrance. Notwithstanding anything
to the contrary contained herein, upon the Authority's issuance of the building permit
and commencement of construction by the Developer in connection with the
Minimum Improvements, the rights granted to the Authority in this Section 25(b) shall
immediately terminate and be released pursuant to and consistent with the release set
forth in Exhibit C.
C. Resale of Reacquired Development Property; Disposition of Proceeds. Upon any
revesting in the EDA of title to and/or possession of the Property or any part thereof
as provided herein (prior to the issuance of the Certificate of Completion), the EDA
shall, pursuant to its responsibilities under law, use its best efforts to sell the Property
or part thereof as soon and in such manner as the EDA shall find feasible and
consistent with the objectives of such law to a qualified and responsible party or
parties (as determined by the EDA) who will assume the obligation of making or
completing the Minimum Improvements or such other improvements in their stead as
shall be satisfactory to the EDA in accordance with the uses specified for such
Property or part thereof. During any time while the EDA has title to and/or possession
of a parcel obtained by reverter, the EDA will not disturb the rights of any tenants
under any leases encumbering such parcel. Upon resale of the Property, the proceeds
thereof shall be applied:
(i) First, to reimburse the EDA for all costs and expenses directly incurred in
connection with the recapture, management, and resale of the Property,
including but not limited to salaries of personnel (but less any income derived
by the EDA from the property or part thereof in connection with such
management); all taxes, assessments, and water and sewer charges with
respect to the Property or part thereof (or, in the event the Property is exempt
from taxation or assessment or such charge during the period of ownership
thereof by the EDA, an amount, if paid, equal to such taxes, assessments, or
charges (as determined by the City's assessing official) as would have been
payable if the Property were not so exempt); any payments made or necessary
to be made to discharge any encumbrances or liens existing on the Property or
part thereof at the time of revesting of title thereto in the EDA or to discharge
or prevent from attaching or being made any subsequent encumbrances or
liens due to obligations, defaults or acts of the Developer, its successors or
transferees; any expenditures made or obligations incurred by the EDA with
respect to the making or completion of the Minimum Improvements or any
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part thereof on the Property or part thereof; and any amounts otherwise owing
the EDA by the Developer and its successor or transferee; and
(ii) Second, to reimburse the Developer, its successor or transferee, up to the
amount equal to the amount actually invested by it in making any of the
Minimum Improvements on the Property or part thereof.
Any balance remaining after such reimbursements shall be retained by the EDA as its
property.
d. No Remedy Exclusive. No remedy herein conferred upon or reserved to the parties
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. In order to entitle the EDA or the Developer to exercise any
remedy reserved to it, it shall not be necessary to give notice, other than such notice
as may be required in this Agreement.
26. Compliance with Existing Laws. The Developer warrants that all work performed pursuant
to this Agreement shall be in compliance with existing laws, ordinances, pertinent regulations,
standards, and specifications of the City.
27. Miscellaneous Provisions.
a. The Developer represents to the Authority that the Project and the development of
the Property, the subdivision and the Plat comply with all city, county, state and
federal laws and regulations including, but not limited to: subdivision ordinances,
zoning ordinances and environmental regulations. If the Authority determines that
the subdivision, the Plat, the Project or the development of the Property does not
comply, it may demand that the Developer cease work until there is compliance.
b. Third parties shall have no recourse against the Authority under this Agreement.
C. Breach of the terms of this Agreement by the Developer shall be grounds for denial
of building permits, including lots sold to third parties.
d. Wherever possible, each provision of this Agreement and each related document shall
be interpreted so that it is valid under applicable law. If any provision of this
Agreement or any related document is to any extent found invalid by a court or other
governmental entity of competent jurisdiction, that provision shall be ineffective only
to the extent of such invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement or any other related document.
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e. No failure by any party to insist upon the strict performance of any covenant, duty,
agreement, or condition of this Agreement or to exercise any right or remedy
consequent upon a breach thereof, shall constitute a waiver of any such breach of
any other covenant, agreement, term, or condition, nor does it imply that such
covenant, agreement, term or condition may be waived again. The action or
inaction of the Authority shall not constitute a waiver or amendment to the
provisions of this Agreement. To be binding, amendments or waivers shall be in
writing and signed by the parties. The Authority's failure to promptly take legal
action to enforce this Agreement shall not be a waiver or release.
f. Each right, power or remedy herein conferred upon the Authority is cumulative and
in addition to every other right, power or remedy, express or implied, now or
hereafter arising, available to the Authority, at law or in equity, or under any other
agreement, and each and every right, power and remedy herein set forth or
otherwise so exciting may be exercised from time to time as often and in such order
as may be deemed expedient by the Authority and shall not be a waiver of the right
to exercise at any time thereafter any other right, power or remedy.
g. This Agreement, together with the exhibits hereto, which are incorporated by
reference, constitutes the complete and exclusive statement of all mutual
understandings between the parties with respect to this Agreement, superseding all
prior or contemporaneous proposals, communications, and understandings, whether
oral or written, pertaining to the subject matter of this Agreement.
h. Data provided to the Developer or received from the Developer under this
Agreement shall be administered in accordance with the Minnesota Government
Data Practices Act, Minnesota Statutes, Chapter 13.
28. Equal Employment OpportunitX. The Developer, for itself and its successors and assigns,
agrees that during the construction of the Minimum Improvements provided for in this
Agreement, it will comply with all applicable equal employment and nondiscrimination laws
and regulations.
29. Restrictions on Use. The Developer, for itself and its successors and assigns, agrees to devote
the Property and Minimum Improvements only to such land use or uses as may be permissible
under the City's land use regulations. The Developer, for itself, its successors and assigns,
acknowledges the limitations on use of the Property and the Minimum Improvements
imposed by Section 469.105 of the EDA Act and agrees to comply with such restrictions.
30. Release of Claims. The Developer and the Developer's attorneys, agents, employees, former
employees, insurers, heirs, administrators, representatives, successors and assigns, hereby
releases and forever discharges the EDA, and its attorneys, agents, representatives,
employees, former employees, insurers, heirs, executors and assigns of and from any and all
past, present or future claims, demands, obligations, actions or causes of action, at law or in
equity, whether arising by statute, common law or otherwise, and for all claims for damages,
of whatever kind or nature, and for all claims for attorneys' fees, and costs and expenses,
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including but not limited to all claims of any kind arising out of the negotiation, Developer
consideration, execution and performance of this Agreement between the parties. Nothing
contained in this Section 30 is intended to prevent the exercise of any rights available pursuant
to this Agreement.
31. Modifications and Waivers. No purported amendment, modification or waiver of any
provision of this Agreement shall be binding unless set forth in a written document signed
by both the EDA and the Developer (in the case of amendments or modifications) or by
the party to be charged thereby (in the case of waivers). Any waiver shall be limited to the
circumstance or event specifically referenced in the written waiver document and shall not
be deemed a waiver of any other term of this Agreement or of the same circumstance or
event upon any recurrence thereof.
32. Restrictions on Use. The Developer agrees that prior to the issuance of a Certificate of
Completion and Release of Forfeiture, the Developer and its successors and assigns: (a)
shall use the Property solely for the purpose of constructing and operating the Minimum
Improvements pursuant to the terms of this Agreement; (b) shall not discriminate upon the
basis of race, color, creed, sex, national origin, or any other classification prohibited by law
in the lease, rental, use or occupancy of any portion of the Minimum Improvements on the
Development Property or any improvements erected or to be erected thereon, or any part
thereof; and (c) shall otherwise comply with the restrictions on use set forth in this
Agreement.
33. Entire Agreement. This Agreement constitutes the entire agreement between the parties
pertaining to its subject matter and it supersedes all prior contemporaneous agreements,
representations, and understandings of the parties pertaining to the subject matter of this
Agreement. This Agreement may be modified, amended, terminated, or waived, in whole
or in part, only by a writing signed by all of the parties.
34. Use of Broker. Mark Hulse and Douglas Harris with RE/MAX Results Commercial Group
are the sole brokers in this transaction. Buyer shall pay three percent (3%) commission of
the total sales price to broker. Buyer shall defend, indemnify and hold the Authority
harmless from any brokerage fees or claims made against the Authority.
35. Recording. The EDA may record this Agreement and any amendments thereto among the
County land records.
36. Assignment. The Developer may not assign any of its obligations under this Agreement
without the prior written consent of the Authority.
37. No Additional Waiver Implied by One Waiver. hi the event any covenant or agreement
contained in this Agreement should be breached by either party and thereafter waived by the
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.
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38. Conflict of Interests; Representatives Not Individually Liable. No officer, official, or
employee of the Authority shall have any personal financial interest, direct or indirect, in this
Agreement, nor shall any such officer, official, or employee participate in any decision
relating to the Agreement which affects his or her personal financial interests, directly or
indirectly. No officer, official, or employee of the Authority shall be personally liable to the
Developer, or any successor in interest, in the event of any default or breach or for any amount
which may become due or on any obligation under the terms of this Agreement.
39. Provisions Not Merged With Deed. None of the provisions of this Agreement is intended to
or shall be merged by reason of delivery of the Property Deed and the Property Deed shall not
be deemed to affect or impair the provisions and covenants of this Agreement.
40. Agreement to Run with Land; Release. This Agreement may 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 Authority
expressly so releases the Developer in writing. Following the issuance of a certificate of
occupancy, and at the written request of the Developer, a lender or a party purchasing any
portion of the Property, the Authority agrees to execute a certification in writing releasing the
Property from the Developer's obligations under this Agreement. Such certification shall not
release the Property from any ongoing obligations regarding the Property.
41. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice,
demand, or other communication under the Agreement or any related document by either
party to the other shall be sufficiently given or delivered if it is dispatched by registered or
certified United States mail, postage prepaid, return receipt requested, or delivered personally
to:
(a)
(b)
in the case of the Authority:
2401 Mounds View Boulevard
Mounds View, MN 55112
Attn: City Administrator
with a copy to: Kennedy & Graven, Chartered
150 South Fifth Street, Suite 700
Minneapolis, MN 55402
Attn: Scott J. Riggs
in the case of the Developer: Sabry Sharara [or the corporate entity]
Attn: Sabry Sharara
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 41.
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42. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall constitute one and the same instrument.
43. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this
Agreement nor any act by the Authority 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 Authority and the
Developer.
44. Modifications. This Agreement may only be modified through written amendments hereto
executed by both the Authority and the Developer.
45. Titles of Articles and Sections. Any titles of the several parts and sections of this
Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
46. Attorneys' Fees. Whenever any Event of Default occurs and if the Authority shall employ
attorneys or incur other expenses for the collection of payments due or to become due, or
for the enforcement of performance or observance of any obligation or agreement on the
part of the Developer under this Agreement, the Developer agrees that it shall, within ten
days of written demand by the Authority, pay to the Authority the reasonable fees of such
attorneys and such other expenses so incurred by the Authority.
47. Governing Law; Venue. This Agreement shall be construed in accordance with the laws
of the State of Minnesota. Any dispute arising from this Agreement shall be heard in the
State or federal courts of Minnesota, and all parties waive any objection to the jurisdiction
thereof, whether based on convenience or otherwise.
48. Additional Documents. The Authority and the Developer agree to cooperate with the other
and their representatives regarding any reasonable requests made subsequent to the
execution of this Agreement to correct any clerical errors in this Agreement and to provide
any and all additional documentation deemed necessary by either party to effectuate the
transaction contemplated by this Agreement.
[remainder of page left intentionally blank]
19
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IN WITNESS WHEREOF, the Authority and the Developer have caused this Agreement to be duly
executed in their names and behalves on or as of the date first above written.
MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY
Carol A. Mueller
President
Nyle Zikmund
Executive Director
STATE OF MINNESOTA )
ss.
COUNTY OF RAMSEY )
The foregoing instrument as acknowledged before me this day of ,
2022, by Carol A. Mueller and Nyle Zikmund, president and executive director, respectively, of
Mounds View Economic Development Authority, a public body corporate and politic under the laws
of Minnesota, on behalf of Mounds View Economic Development Authority.
Notary Public
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SABRY SHARARA [OR HIS CORPORATE
ENTITY, a Minnesota ]
LIM
Its:
STATE OF MINNESOTA )
SS.
COUNTY OF )
Sabry Sharara
The foregoing instrument was acknowledged before me this day of ,
2022, by Sabry Sharara [OR HIS CORPORATE ENTITY, a Minnesota
, the on behalf of the
Developer.
Notary Public
This instrument was drafted by:
Kennedy & Graven, Chartered
150 South Fifth Street, Suite 700
Minneapolis, MN 55402
(612) 337-9300
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EXHIBIT A
LEGAL DESCRIPTION
The Property is located in Ramsey County, Minnesota, and is legally described as:
The North 116 feet of the South 761 feet of Lot 57, Auditor's Subdivision
No. 89, County of Ramsey, State of Minnesota.
PIN: 063023340061
A-1
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EXHIBIT B
FORM OF QUIT CLAIM DEED
Quit Claim Deed
Deed Tax Due: $
ECRV:
Date: , 2022
FOR VALUABLE CONSIDERATION, Mounds View Economic Development Authority, a
public body corporate and politic under the laws of the State of Minnesota, Grantor, hereby
conveys and quitclaims to Sabry Sharara [or his corporate entity],
, under the laws of the State of
Minnesota, Grantee, real property in Ramsey County, Minnesota, described as follows:
See Exhibit A.
Check here if part or all of the land is Registered (Torrens) Oo
together with all hereditaments and appurtenances, and subject to easements of record.
Section 1. This deed is subject to that certain Purchase and Development Agreement between
Grantor and Grantee, dated , 2022, recorded , 2022, in the
office of the Ramsey County Registrar of Titles as Document No (the
"Agreement').
❑ The Seller certifies that the Seller does not
know of any wells on the described real
property.
❑ A well disclosure certificate accompanies
this document or has been electronically
filed. (If electronically filed, insert WDC
number: ).
❑ I am familiar with the property described
in this instrument and I certify that the
status and number of wells on the
described real property have not changed
since the last previously filed well
disclosure certificate.
MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY
By
Carol A. Mueller
Its President
By
Nyle Zikmund
Its Executive Director
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STATE OF MINNESOTA }
SS.:
COUNTY OF RAMSEY
The foregoing was acknowledged before me this day of , 2022, by Carol A.
Mueller and Nyle Zikmund, the President and Executive Director of Mounds View Economic
Development Authority, a public body corporate and politic under the laws of Minnesota, on
behalf of the public body corporate and politic, Grantor.
NOTARY STAMP
This instrument was drafted by:
Kennedy & Graven, Chartered
150 South Fifth Street, Suite 700
Minneapolis, MN 55402
(612) 337-9300
SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT
Tax Statements should be sent to:
Sabry Sharara [or his corporate entity],
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EXHIBIT A TO QUIT CLAIM DEED
LEGAL DESCRIPTION
The North 116 feet of the South 761 feet of Lot 57, Auditor's Subdivision
No. 89, County of Ramsey, State of Minnesota.
PIN: 063023340061
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EXHIBIT C
FORM OF RELEASE OF SECTION 25(b) REQUIREMENTS
OF PURCHASE AND DEVELOPMENT AGREEMENT
RELEASE OF SECTION 25(b) REQUIREMENTS
OF PURCHASE AND DEVELOPMENT AGREEMENT
WHEREAS, the Mounds View Economic Development Authority, a public body corporate
and politic under the laws of Minnesota (the "Authority") and Sabry Sharara [or his corporate
entity], , (the "Developer"),
entered into that certain Purchase and Development Agreement dated day of ,
2022, and filed of record on , 2022 in the Office of the Registrar of Titles of Ramsey
County, Minnesota as Document Number (the "Agreement"), which, among
other things, established the obligations for the development of the property described therein,
including the following described property, located within the City of Mounds View, County of
Ramsey, State of Minnesota, to -wit (the "Property"):
The North 116 feet of the South 761 feet of Lot 57, Auditor's Subdivision No. 89,
County of Ramsey, State of Minnesota.
PIN: 063023340061
WHEREAS, the Developer has complied with the one-year deadline requirement of
Section 25(a) of the Agreement;
WHEREAS, the Authority desires to terminate the revesting requirement of Section 25(b)
of the Agreement as to the Property in accordance with Section 32 of the Agreement;
WHEREAS, it is the intent of the Authority to terminate the Agreement only as to the
revesting requirement of Section 25(b) of the Agreement and to release and discharge the Property
and the Developer from the requirement of Section 25(b) contained in the Agreement.
NOW, THEREFORE, the Authority does hereby terminate the Agreement as to the one-
year deadline requirement of Section 25(b) and fully releases and discharges the Property and the
Developer from the terms, conditions and obligations contained in Section 25(b) of the Agreement.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, this Release of Purchase and Development Agreement, is hereby
made effective as of 202
MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY, a public
body corporate and politic under the laws of
Minnesota
an
an
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
Name: Carol A. Mueller
Title: President
Name: Nyle Zikmund
Title: Executive Director
This instrument was acknowledged before me on the day of , 202_, by
Carol A. Mueller and Nyle Zikmund, the President and Executive Director, respectively, of the
Mounds View Economic Development Authority, a public body corporate and politic under the
laws of Minnesota, on behalf of the Authority.
Notary Public
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IN WITNESS WHEREOF, this Release of Purchase and Development Agreement, is hereby
made effective as of , 2022.
SABRY SHARARA [OR HIS CORPORATE
ENTITY, a Minnesota ]
Its:
STATE OF MINNESOTA )
SS.
COUNTY OF )
Sabry Sharara
The foregoing instrument was acknowledged before me this day of ,
202_, by Sabry Sharara [OR HIS CORPORATE ENTITY, a Minnesota
, the on behalf of the
Developer.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
KENNEDY & GRAVEN, CHARTERED (SJR)
150 South Fifth Street, Suite 700
Minneapolis, MN 55402
(612) 337-9300
C-3
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