HomeMy WebLinkAbout1998.06.03 EDA PACKET r`.
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CITY OF COTTAGE GROVE
ECONOMIC
DEVELOPMENT SPECIAL MEETING
AUTHORITY
AGENDA
Wednesday, June 3, 1998
7:00 P.M.
11 1. Call to Order
2. Roll Call
3. Business Items
A. Resolution calling for Public Hearing on authorization of sale of
property.
B. Approval of and Authorization to sign Purchase Agreement with
Glendennings.
C. Approval of and Authorization to sign Development Agreement
with Renewal by Andersen.
4. Other Business
5. Adjourn
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\\CG_FS1\SYS\GROUPS\PER_ECON\KEB\EDA Packets\98agendaUune-Special Meetingdoc
City of Cottage Grove
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Memo
To: Economic Development Authority Members • \J
From: Kirstin Barsness, Economic Development Dir
Date: 05/28/98
Re: Resolution calling for a Public Hearing to authorize sale of property
In order to convey property to Renewal by Andersen, the EDA must call for and hold
a public hearing on the sale. The Resolution calling for the public hearing is
attached, the notice has been published in the May 28, 1998 edition of the Pioneer
Press, and the hearing is scheduled for June 9, 1998. This date is the regularly
scheduled EDA meeting.
i
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City of Cottage Grove
•
Memo
To: Economic Development Authority Members
From: Kirstin Barsness, Economic Development Director
Date: 05/29/98
Re: Purchase Agreement with the Glendennings for the Renewal by Andersen
site
INTRODUCTION
The process by which the development site is conveyed to Renewal by Andersen is
two-fold. First, the Economic Development Authority needs to purchase the site from
the Glendennings and then the property will be sold to the company. The first
• transaction is accomplished through a purchase agreement, while the second is
handled by development agreement.
Staff has met on several occasions with the Glendennings and their representatives
to discuss the terms of the purchase agreement. The document attached is the
generally agreed upon version and may require minor technical changes after
Economic Development Authority adoption. Most likely the changes will not be
substantive, but semantic. Under the best possible circumstances, staff hopes to
have the signed agreement on June 3, 1998 with dosing scheduled for June 9, 1998.
PURCHASE AGREEMENT SUMMARY
The Cottage Grove Economic Development Authority (EDA or Authority) will
purchase from the Glendenning Family 30 acres under the option agreement that
was enacted in September 1997. This property will then be sold to Renewal by
Andersen as the site for their new manufacturing facility.
In addition to the 30 acres currently needed by the company, the EDA will option 10
more acres directly west of the proposed site and obtain another option to purchase
an additional tract of land, containing approximately 15 acres and lying generally
west and northwest of the proposed development property and east of Ideal Avenue
as projected through the Seller's land. The timeline by which the City needs to
• exercise these options with the Glendennings is December 31, 2001. The new
• purchase agreement will supercede the Option Agreement signed in September
1997.
ACTION REQUIRED
The Economic Development Authority should pass a motion approving the Purchase
Agreement and authorizing staff and consultants to take any and all other steps
necessary in order to accomplish the execution of the document.
ATTACHMENTS
1. Purchase Agreement
May-23-38 04:16om From-KENNEDY i GRAVEN +3379310 T-868 P 03/26 F-073
PURCHASE AGREEMENT
• THIS AGREEMENT, made and entered into this
day of , 1998,
by and between William A. Glendenning and Lola D. Glendenning, husband and wife; Joan
Glendenning Kennedy, a single person; and WAG Farms, Inc., a Minnesota corporation
(collectively "Seller")and the Cottage Grove Economic Development Authority, a body corporate
and politic under the laws of Minnesota ("Buyer").
WITNESSETH;
1. Exercise of Option. Seller and the city of Cottage Grove (the "City") entered into
an option agreement dated September 26, 1997 (the "Option Agreement") with regard to certain
land located in Washington County, Minnesota and generally described as including that portion
of the southwest quarter (SW 1/4) of section 21 lying south of 95th Street South and west of
Jamaica Avenue South, all in Township 27, Range 21. The City has assigned its interest in the
Option Agreement to Buyer. Buyer hereby gives Seller notice of intent to purchase 40 acres
under the terms and conditions of the Option Agreement as more fully set forth in this
Agreement. Thirty acres shall be conveyed by Seller to Buyer at Closing. Buyer shall purchase
and Seller shall convey the remaining 10 acres not later than Septemberrb c" er 31, 7002.1
2. Description of Land Sold. Seller, in consideration of the covenants and agreements
of Buyer hereinafter contained, hereby sells and agrees to convey at Closing, to Buyer, its
successors and assigns, by warranty deed, accompanied by evidence of good title required
hereunder, upon the prompt and full performance by Buyer of its part of this Agreement, a
certain tract of land consisting n0094;2000 of 30 acres as described in Exhibit A attached
hereto (the "Property").
3. Purchase Price. Buyer has previously paid Seller $250,000 under the Option
Agreement, the receipt of which Seller hereby acknowledges and which sum shall be applied
towards the purchase price of the Property. The gross purchase price of the Property is
$1,032,372. After application of the $250,000 payment previously made by Buyer to Seller, the
amount remaining to be paid for the Property is $782,372, which shall be paid by Buyer to Seller
in cash at Closing.
4. Warranty Deed. It is agreed that the warranty deed executed and delivered by
Seller to Buyer at Closing shall be subject only to the following exceptions (the "Permitted
Exceptions"):
(a) Building, zoning and platting laws, ordinances and state and federal
regulations;
(b) Utility, drainage and road easements of record that do not interfere
materially with the use or development of the Property by Buyer;
(c) The lien of current taxes not yet due and payable; and
(d) Reservation of any minerals or mineral to right the
gstate of Minnesota.
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5. Taxes and Special Assessments. Seller shall pay all real estate taxes, including i.
interest and penalties, if any, relating to the Property due and payable in the years prior to the
year of Closing. Buyer agrees to pay taxes due and payable in the year following the year of
Closing and all taxes due and payable thereafter. Seller and Buyer shall prorate taxes due in the
year of Closing based upon the date of Closing, except as specified herein. Seller shall pay all
special assessments regarding the Property which afej e e levied
Propo t' SLOP 0cic A,099 .$uyc : ^ Y. 04 lei,0d ZSetof '
e , := 6 Al�Z; r, ,�:, 'etd;,d4t . Seller shall pay all real estate taxes
and special assessments which have been previously deferred because of"Green Acres" or similar
laws, if any, and which are due as a result of the sale of the Property_
6. Preliminary Developments neki f f ill. i =;^Buyer shall have the right, prior to
Closing, to enter upon the Property for the purpose of taking soil tests and borings, making
surveys and maps and performing other preliminary investigative work, including environmental
testing and assessment; provided, however, that Buyer shall indemnify and hold Seller harmless
from any mechanic's liens or claims arising out of such preliminary development work by Buyer.
Buyer may assign this right to a third party or parties at its sole discretion. Prior to the date of
Closing, Buyer shall not construct or cause the construction of any improvements on the Property
without the consent of Seller.
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7. Buyer's Conditions. The obligation of Buyer to purchase the Property is subject
to and contingent upon the satisfaction as of the date of Closing of the following conditions, any
of which may be waived in whole or in part by Buyer:
(a) Buyer shall have executed a purchase and development agreement with the
owner of a manufacturing and distribution facility for the development of the Property,
which agreement shall be satisfactory to Buyer;
(b) Buyer shall have obtained soil tests, percolation tests, and similar
engineering reports which confirm to Buyer that the soil of the Property is suitable for the
proposed use of the Property for the purposes of the parry to whom Buyer intends to
convey the Property and that there exists no pollution, contamination or hazardous waste
on the Property which will interfere with the intended use of the Property by the party to
whom Buyer intends to convey the Property;
(c) Buyer shall have satisfied itself that utility services, including water,sewer,
electricity, gas, and cable TV, are available or can feasibly be made available to the
Property at the Property line;
(d) Seller shall have removed all debris from the Property;
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RR8143721
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(ef) The condition of title to the Property shall be fleier-y—te--i3ttyeF
t tar t0 ; and
(€g) Seller shall have conveyed to Buyer the easements eirinfe.p441Icatioris for
roadways, drainage, trails, ponding and utilities identified by Buyer as needed to support
development of the Property.
In the event that Seller is unable to satisfy any of the foregoing conditions, Buyer may, by
written notice to Seller prior to Closing, terminate this Agreement, whereupon the parties shall
have only such rights and obligations regarding the Property as are contained in the Option
Agreement.
8. Plat: £$se nts4 , ioj . a) Seller has previously submitted a plat for
subdivision of the Property and adjacent lands. Preliminary approval of said plat was granted by •
the City on July 16, 1997 by Resolution No. 97-109. The parties agree that the subdivision of
the Property and adjacent land contemplated by said preliminary plat is no longer appropriate as
a result of the Buyer's purchase of the Property. The parties agree to cooperate with one another
and the City after Closing in the preparation of an alternate plat for the land adjacent to the
Property owned by Seller.
• b) Dedications to the public of lands for roadways and drainage, pending, utility and
other easements will be required in connection with said future plat consistent with the extractions
which were required pursuant to the plat preliminarily approved on July 16, 1997. Prior thereto
it will be necessary -dr*:to obtain eoseme ftcotttr c i<.&ddttio#al'Iazcl which will be
needed to support the development proposed for the Property,., ll t} r by ate'tp of cy
suc la d xa, uy'er by ;:or tti , c tii _ - -_ - -
1) Ta for regional pond not to exceed 3.54 acres in
size;
2) 50 foot ;tight-of=way easer t along the north side of 100th Street;
3) 20 foot ,:jcje drainage tire-utility easerrtea along the west side of Jamaica
Avenue;
4) 66 foot v -right-of-way eotentenn-for proposed 97th Street; and
5) 50 foot :0 drainage and utility eeaemeri from the intersection of 95th Street
• and Ideal Avenue south to intersection of Ideal Avenue projected and proposed
97th Street.
Rali 3'22
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May-29-98 04:1Tpm From-KENNEDY i GRAVEN +3379310 T-8E8 P 06/26 F-073
, :.- ; .2.: - - ; . - ::
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_ ; _ •; . 2 - _ „ - „ . - : „ . :
. .
- _` • - " - • - • _ - • - - -= ; - -- = _ - • _= The exact location of
said easements i 'tn'.f a 4.401 Reis' shall be determined by the parties prior to the time of
• : • - : -- - _ - - Closing btt*I $o417y, 'picw4
1W451fir .
9. Acquisition of Additional Propene- a) Buyer agrees to buy and Seller agrees to sell
an additional 10 acres. Buyer shall have the right to identify the specific land subject to this
transaction � "'
it a £!TiiicI i44; '7 itif*dinpihib¢tc•aTt
Iwo?. Closing
on the additional land shall take place at Buyer's option but in any event not later than geptember
aPib #';3 `, 2001. The purchase price for the additional land shall be $435,600.
b) Seller hereby grams to Buyer an option to acquire the remainder of the land owned
by Seller located generally between the Property and the parcel to be acquired by Buyer pursuant
to paragraph 9 a) above and the projection of Ideal Avenue from 95th Street to 100th Street. The
additional land subject to this option is approximately 15 acres in size. Buyer shall have the right
but not the obligation to acquire any or all of said property from Seller at any time on or before
Septcmb r 1,, moat. If Buyer exercises this option, Buyer shall pay Seller $ .79 •
per square foot for this land.
10. Conflict 4etween Agreements. The terms and conditions of this Agreement shall
supersede any provisions of the Option Agreement which conflict with this Agreement. Except
for such conflicts, all provisions of the Option Agreement shall remain in force and effect.:.tintil
04,444 tti h limon*jqiiicirPO.A44titiOcIthgtiOil;9.41.9TIN,F-40000e01. Seller hereby
waives compliance with any notice requirement or deadline contained in the Option Agreement
which would frustrate the parties' intent to close on the Property under the expedited time periods
established in this Agreement.
11. Examination of Tile. Seller shall, within ten days after the date hereof, furnish
Buyer a commitment for a ALTA title insurance owner's policy in the amount of the purchase
price insuring marketable title subject only to the Permitted Exceptions or an updated Abstract
of Title for review by Buyer. Buyer shall be allowed ten days after receipt thereof and receipt
of a survey of the Property for examination of said title and the making of any objections thereto,
said objections to be made in writing or deemed to be waived. Seller shall use its best efforts
to make such title marketable within 30 gl days from its receipt of Buyer's written objection.
Upon correction of title and within ten days after written notice, Buyer shall perform as provided
in this Agreement. If said title is not marketable and is not made so within 30 60 days from the
date of written objections thereto as above provided, Buyer may either
(i) terminate this Agreement by giving written notice by registered mail to •
Seller, in which event this Agreement shall become null and void and neither party shall
Fhbli3321 4
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be liable for damages hereunder to the other art
etsit
e 2' Y , or
(ii) elect to accept title in its unmarketable condition by giving written notice
by registered mail to Seller, in which event the warranty deed to be delivered at Closing
shall except such objections without reduction in the purchase price.
NQ ►rfi , mythir # ttt a t ;:: o f;pig; otosto ; t ;e this
.o ' ! "s u ;1it to P' iper y 4.ar k1**411:,1110 above
Ittrke.p i ,: >44I1 bv,g a : x# pi s.- o .JP p'Qducbte: T1 ,•� f.Se11e
414, s wluns ried. Du nay #4 n4 a + at of th Fpt o
$25C4,00; eY
12. Default. If Seller defaults in its obligations hereunder in any manner, Buyer may,
by notice to Seller, (i) terminate this Agreement, in which event all money paid under the Option
Agreement shall immediately be returned to Buyer, or (ii) avail itself of any other remedy for
said default which it may have at law, in equity or by statute, including, but not limited to, an -
action for da Lagos or specific performance. if Buyer shall default in the performance of any
of its obligations hereunder, Seller may, by.notice to Buyer (i) be entitled to retain all money
theretofore paid under the Option Agreement, as and for its liquidated damages and not as a
penalty or forfeiture, or (ii) avail itself of any other remedy for said default which it may have
at law, in equity or by statute, including, but not limited to, an action for ektnteges-antspecific
performance. In the event that Seller selects alternative (i), Buyer shall provide Seller with its
quit claim deed.
13. Representations and Warranties by Seller. Seller represents and warrants to Buyer
that:
(a) There is no action, litigation, investigation, condemnation or proceeding of
any kind pending against Seller or the Property which could adversely affect the Property,
or the title thereto. Seller shall give Buyer prompt written notice if any such action,
litigation, condemnation or proceeding is threatened or commenced prior to the date of
Closing.
(b) To the best of Seller's knowledge, the Property has not been used for the
generation, transportation, storage, treatment, or disposal of any hazardous waste,
hazardous substance, pollutant, or contaminant, including petroleum, as defined under
federal, state or local law ,i ; 04c. Af ,- #1:n of
(c) There are no wells located on the Property. There are no underground
storage tanks located on the Property. There are no septic systems located on the
Property. There are no wetlands as defined by local, state or federal law on the Property.
(d) Seller has full power and authority to enter into and perform this
• Agreement in accordance with its terms.
WE103721
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(e) Seller has good, insurable and marketable title in fee simple to all of the (D.
Property.
(f) - . . _ _ = . ..
04041^e1041011., tle<06,10.:OOft#4*P.1044 PECOMY *WO.s a
Seller hereby agrees that each of the foregoing representations and warranties shall survive
Closing hereunder and that the breach of any thereof shall constitute a default, whether said
breach occurs prior to or after CIosing, entitling Buyer to exercise any remedy provided to Buyer
in this Agreement in the event of a default by Seller.
14. Costs and Fees. in any action brought with respect to a breach of any of the
foregoing representations and warranties, the prevailing party shall be entitled to recover its costs
and reasonable attorneys' fees.
15. Closing Date and Location. The date of Closing of this transaction shall take place
following satisfaction of the contingencies contained in paragraph 7 of this Agreement; provided,
however, that, at Buyer's sole option, the Closing shall be on June 44Q, 1998 or such other date
as the parties may mutually agree to. Closing shall take place at the offices of Buyer or such
other location to which the parties may agree. In the event Closing has not occurred by August
1, 1998, Buyer, may, at its option, terminate this Agreement by written notice to Seller in which
event this Agreement shall be null and void and of no further effect. At Closing, Seller and •
Buyer shall deliver to one another the instruments, certificates, and writings normally given at
closings of similar properties in Minnesota. Possession of the Property shall be delivered to
Buyer on the date of Closing.
16. Notices. Except as otherwise specifically provided herein, all notices provided
herein shall be given in person or be sent by United States mail, either certified or registered,
postage prepaid, as follows:
as to Seller: William A. and Iola D. Glendenning
and WAG Farms, Inc. at
1765 Pinehurst Avenue
St. Paul MN 55116
Joan Glendenning Kennedy
c/o William S. Kennedy, Jr.
PO Box 146
Almena WI 54805
0050.0
iA : ?i LAW
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$t:� .•i1 !+j ...5 I ; 8O
Rxa143Z21
CT165-3 6
May-29-98 04:19pm From-KENNEDY 8 GRAVEN +3379310 T-868 P 09/2E F-073
as to Buyer: Cottage Grove EDA
• Attention: Executive Director
7516 80th Street South
Cottage Grove MN 55016
If notice is given by registered or certified mail, deposit in the United States mail of said notice
on or before the date such notice is to be given shall be deemed timely and acceptable.
17. $roker. Seller shall pay*ft the brokerage fee
may-be-44w SSUUc o sAty,W ki,eo#} tis with regard to the sale of the Property. The parties
hereby represent to one another that there are no other brokerage commission or real estate tees
or other charges payable with respect to the sale of the Property. Each party shall defend,
indemnify and hold harmless the other party from any claims of any such other brokers or agents.
18. Miscellaneous. The terms,covenants,indemnities and conditions of this Agreement
shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto,
and shall survive Closing. Time is of the essence in this Agreement. Buyer shall have the right
to assign its rights under this Agreement. The:pOti Oer o
td p4Iyrivo
a€.ad' �c _ ��
tom:' of 1 e c..a�e
19. Date of Acceptace. This Agreement must be fully executed by Buyer and Seller
by Mal-2644e'3, 1998 at 5:00 p.m.CST or this Agreement shall be null and void.
•
Ra1a37
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May-26-98 04:19am From-KENNEDY & GRAVEN +3379310 T-868 P 10/26 F-073
IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first •'
above written.
Seller: Buyer:
William A. Glendenning rest ent, ottage rove conomic
Development Authority
Lola A. erun
eng executive Director,Cottage�,rove Economic
Development Authority
oan en ginningKennedy
TA** of WAG Farms, Inc.
•
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xXE143721 p
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May-20-98 04:19gm From-KENNEDY & GRAVEN +3379310 T-868 P 11/26 F-073
STATE OF MINNESOTA )
• COUNTY )OF )
The foregoing instrument was acknowledged before me this day of
, 1998, by William A. Glendenning and Lola D. Glendenning, husband and wife.
otary u is
STATE OF )
)
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
1998, by Joan Glendenning Kennedy, a single person.
Notary Public
STATE OF MINNESOTA )
)
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
• , 1998,by aid tete
preside t of WAG Farms, Inc., a
Minnesota corporation, on behalf of the corporation.
otary u lc
STATE OF MINNESOTA )
)
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998, by and ,the President and
Executive Director, respectively, of Cottage Grove Economic Development Authority, a body
corporate and politic under the laws of Minnesota, on behalf of the Economic Development
Authority,
Notary Public
This instrument drafted by:
Kennedy & Graven, Chartered (Ri8)
470 Pillsbury Center
Minneapolis, MIS 55402
• 612/337-9300
Rx81+3^21
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May-29-88 04:19pm From-KENNEDY & GRAVEN +3376310 T-868 P 12/26 F-073
EXHIBIT A 110
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•
•
RK9113a21
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May-29-98 04:20am From-KENNEDY i GRAVEN +3379310 T-868 P 15/26 F-073
PURCHASE AGREEMENT
• THIS AGREEMENT, made and entered into this day of , 1998,
by and between William A. Glendenning and Lola D. Glendenning, husband and wife; Joan
GIendenning Kennedy, a single person; and WAG Farms, Inc., a Minnesota corporation
(collectively "Seller") and the Cottage Grove Economic Development Authority, a body corporate
and politic under the laws of Minnesota ("Buyer").
WITNESSETH:
1. Exercise of Option. Seller and the city of Cottage Grove (the "City") entered into
an option agreement dated September 26, 1997 (the "Option Agreement") with regard to certain
land located in Washington County, Minnesota and generally described as including that portion
of the southwest quarter (SW 1/4) of section 21 lying south of 95th Street South and west of
Jamaica Avenue South, all in Township 27, Range 21. The City has assigned its interest in the
Option Agreement to Buyer. Buyer hereby gives Seller notice of intent to purchase 40 acres
under the terms and conditions of the Option Agreement as more fully set forth in this •
Agreement. Thirty acres shall be conveyed by Seller to Buyer at Closing. Buyer shall purchase
and Seller shall convey the remaining 10 acres not later than December 31, 2001.
2. Description of Land Sold. Seller, in consideration of the covenants and agreements
of Buyer hereinafter contained, hereby sells and agrees to convey at Closing, to Buyer, its
successors and assigns, by warranty deed, accompanied by evidence of good title required
• hereunder, upon the prompt and full performance by Buyer of its part of this Agreement, a
certain tract of land consisting approximately of 30 acres as described in Exhibit A attached
hereto (the ''Property").
3. Purchase Price. Buyer has previously paid Seller $250,000 under the Option
Agreement, the receipt of which Seller hereby acknowledges and which sum shall be applied
towards the purchase price of the Property. The gross purchase price of the Property is
$1,032,372. After application of the $250,000 payment previously made by Buyer to Seller, the
amount remaining to be paid for the Property is $782,372, which shall be paid by Buyer to Seller
in cash at Closing.
4. Warranty Deed. It is agreed that the warranty deed executed and delivered by
Seller to Buyer at Closing shall be subject only to the following exceptions (the "Permitted
Exceptions"):
(a) Building, zoning and platting laws, ordinances and state and federal
regulations;
(b) Utility, drainage and road easements of record that do not interfere
materially with the use or development of the Property by Buyer;
(c) The lien of current taxes not yet due and payable; and
• (d) Reservation of any minerals or mineral right to the state of Minnesota.
8873144216
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•
5. Taxes and Special Assessments. Seller shall pay all real estate taxes, including •
interest and penalties, if any, relating to the Property due and payable in the years prior to the
year of Closing. Buyer agrees to pay taxes due and payable in the year following the year of
Closing and all taxes due and payable thereafter. Seller and Buyer shall prorate taxes due in the
year of Closing based upon the date of Closing, except as specified herein. Seller shall pay all
special assessments regarding the Property which were levied prior to September 26, 1997.
Buyer shall pay any special assessments levied on or after September 26, 1997 or which were
pending as of said date. Seller shall pay all real estate taxes and special assessments which have
been previously deferred because of"Green Acres" or similar laws, if any, and which are due as
a result of the sale of the Property.
6. Preliminary Development; Excess Fill. a) Buyer shall have the right, prior to
Closing, to enter upon the Property for the purpose of taking soil tests and borings, making
surveys and maps and performing other preliminary investigative work, including environmental
testing and assessment; provided, however, that Buyer shall indemnify and hold Seller harmless
from any mechanic's liens or claims arising out of such preliminary development work by Buyer.
Buyer may assign this right to a third party or parties at its sole discretion. Prior to the date of •
Closing, Buyer shall not construct or cause the construction of any improvements on the Property
without the consent of Seller.
b) The City intends to construct 97th Street and in doing so, will likely produce
excess fill material. Buyer agrees to cause the City or its contractor to place any additional fill
not needed for road construction on Seller's property at a location of Seller's choosing. •
7. Buyer's Conditions. The obligation of Buyer to purchase the Property is subject
to and contingent upon the satisfaction as of the date of Closing of the following conditions, any
of which may be waived in whole or in part by Buyer:
(a) Buyer shall have executed a purchase and development agreement with the
owner of a manufacturing and distribution facility for the development of the Property,
which agreement shall be satisfactory to Buyer;
(b) Buyer shall have obtained soil tests, percolation tests, and similar
engineering reports which confirm to Buyer that the soil of the Property is suitable for the
proposed use of the Property for the purposes of the party to whom Buyer intends to
convey the Property and that there exists no pollution, contamination or hazardous waste
on the Property which will interfere with the intended use of the Property by the party to
whom Buyer intends to convey the Property;
(c) Buyer shall have satisfied itself that utility services, including water, sewer,
electricity, gas, and cable TV, are available or can feasibly be made available to the
Property at the Property line;
(d) Seller shall have removed all debris from the Property;
(e) Seller shall have extinguished the rights of any tenant on the Property by •
quit claim deed or similar instrument;
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• (f) The condition of title to the Property shall be marketable; and
(g) Seller shall have conveyed to Buyer the easements or in fee dedications for
roadways, drainage, trails, ponding and utilities identified by Buyer as needed to support
development of the Property.
In the event that Seller is unable to satisfy any of the foregoing conditions, Buyer may, by
written notice to Seller prior to Closing, terminate this Agreement, whereupon the parties shall
have only such rights and obligations regarding the Property as are contained in the Option
Agreement.
8. Plat: Land Dedications. a) Seller has previously submitted a plat for subdivision
of the Property and adjacent lands. Preliminary approval of said plat was granted by the City on
July 16, 1997 by Resolution No. 97-109. The parties agree that the subdivision of the Property
and adjacent land contemplated by said preliminary plat is no longer appropriate as a result of
the Buyer's purchase of the Property. The parties agree to cooperate with one another and the
City after Closing in the preparation of an alternate plat for the land adjacent to the Property
owned by Seller.
b) Dedications to the public of lands for roadways and drainage, ponding, utility and
other easements will be required in connection with said future plat consistent with the extractions
which were required pursuant to the plat preliminarily approved on July 16, 1997. Prior thereto
it will be necessary for Buyer to obtain control over additional land which will be needed to
• support the development proposed for the Property. Seller hereby agrees to convey such land to
Buyer by easement or in fee at Closing. Ito,i t `l*gd er a4y inittces Ike foll0.1.74-.
;
1) Area for regional pond not to exceed 3.54 acres in size;
2) 50 foot wide right-of-way along the north side of 100th Street;
3) 20 foot wide drainage utility area along the west side of Jamaica Avenue;
4) 66 foot wide right-of-way for proposed 97th Street; and
5) 50 foot wide drainage and utility area from the intersection of 95th Street and
Ideal Avenue south to intersection of Ideal Avenue projected and proposed 97th
Street.
The exact location of said easements or in fee dedications shall be determined by the parties
prior to the time of Closing but shall be generally as depicted on Exhibit B attached hereto.
9. Acquisition of Additional Property. a) Buyer agrees to buy and Seller agrees to sell
an additional 10 acres. Buyer shall have the right to identify the specific land subject to this
transaction but it shall generally include the land identified in Exhibit C attached hereto. Closing
on the additional land shall take place at Buyer's option but in any event not later than December
• 31, 2001. The purchase price for the additional land shall be $435,600.
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b) Seller hereby grants to Buyer an option to acquire the remainder of the land owned •
by Seller located generally between the Property and the parcel to be acquired by Buyer pursuant
to paragraph 9 a) above and the projection of Ideal Avenue from 95th Street to 100th Street. The
additional land subject to this option is approximately 15 acres in size. Buyer shall have the right
but not the obligation to acquire any or all of said property from Seller at any time on or before
December 31, 2001. If Buyer exercises this option, Buyer shall pay Seller $ .79 per square foot
for this land.
10. Conflict Between Agreements. The terms and conditions of this Agreement shall
supersede any provisions of the Option Agreement which conflict with this Agreement. Except
for such conflicts, all provisions of the Option Agreement shall remain in force and effect until
closing on the additional 10 acres identified in section 9 a) of this Agreement. Seller hereby
waives compliance with any notice requirement or deadline contained in the Option Agreement
which would frustrate the parties' intent to close on the Property under the expedited time periods
established in this Agreement.
11. Examination of Title. Seller shall, within ten days after the date hereof, furnish
Buyer a commitment for a ALTA title insurance owner's policy in the amount of the purchase
price insuring marketable title subject only to the Permitted Exceptions or an updated Abstract
of Title for review by Buyer. Buyer shall be allowed ten days after receipt thereof and receipt
of a survey of the Property for examination of said title and the making of any objections thereto,
said objections to be made in writing or deemed to be waived. Seller shall use its best efforts
to make such title marketable within 60 days from its receipt of Buyer's written objection. Upon •
correction of title and within ten days after written notice, Buyer shall perform as provided in this
Agreement. If said title is nor marketable and is not made so within 60 days from the date of
written objections thereto as above provided, Buyer may either
(i) terminate this Agreement by giving written notice by registered mail to
Seller, in which event this Agreement shall become null and void and neither party shall
be liable for damages hereunder to the other party; or
(ii) elect to accept title in its unmarketable condition by giving written notice
by registered mail to Seller, in which event the warranty deed to be delivered at Closing
shall except such objections without reduction in the purchase price.
Notwithstanding anything herein to the contrary, if Buyer elects to terminate this
Agreement because of Seller's inability to make title to the Property marketable within the above
time period, Seller shall have an additional 60 days in order to produce marketable title. If Seller
fails to do so within said period, Buyer may demand an immediate return of the payment of
$250,000 previously made by Buyer to Seller.
12. Default. If Seller defaults in its obligations hereunder in any manner, Buyer may,
by notice to Seller, (1) terminate this Agreement, in which event all money paid under the Option
Agreement shall immediately be returned to Buyer, or (ii) avail itself of any other remedy for
said default which it may have at law, in equity or by statute, including, but not limited to, an •
action for specific performance. If Buyer shall default in the performance of any of its
obligations hereunder, Seller may, by notice to Buyer (i) be entitled to retain all money
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• theretofore paid under the Option Agreement, as and for its liquidated damages and not as a
penalty or forfeiture, or (ii) avail itself of any other remedy for said default which it may have
at law, in equity or by statute, including, but not limited to, an action for specific performance.
In the event that Seller selects alternative (i), Buyer shall provide Seller with its quit claim deed.
13. Representations and Warranties by Seller. Seller represents and warrants to Buyer
that:
(a) There is no action, litigation, investigation, condemnation or proceeding of
any kind pending against Seller or the Property which could adversely affect the Property,
or the title thereto. Seller shall give Buyer prompt written notice if any such action,
litigation, condemnation or proceeding is threatened or commenced prior to the date of
Closing.
(b) To the best of Seller's knowledge, the Property has not been used for the
generation, transportation, storage, treatment, or disposal of any hazardous waste, •
hazardous substance, pollutant, or contaminant, including petroleum, as defined under
federal, state or local law, except for the presence of a small number of empty cans of
agricultural herbicide.
(c) There are no wells located on the Property. There are no underground
• storage tanks located on the Property. There are no septic systems located on the
Property. There are no wetlands as defined by local, state or federal law on the Property.
(d) Seller has full power and authority to enter into and perform this
Agreement in accordance with its terms_
(e) Seller has good, insurable and marketable title in fee simple to all of the
Property.
(f) Seller shall extinguish the rights of any tenant on the Property at Seller's
sole expense.
Seller hereby agrees that each of the foregoing representations and warranties shall survive
Closing hereunder and that the breach of any thereof shall constitute a default, whether said
breach occurs prior to or after Closing, entitling Buyer to exercise any remedy provided to Buyer
in this Agreement in the event of a default by Seller.
14. Costs and Fees. In any action brought with respect to a breach of any of the
foregoing representations and warranties, the prevailing party shall be entitled to recover its costs
and reasonable attorneys' fees.
15. Closing Date an4 Location. The date of Closing of this transaction shall take place
following satisfaction of the contingencies contained in paragraph 7 of this Agreement;provided,
• however, that, at Buyer's sole option, the Closing shall be on June 10, 1998 or such other date
as the parties may mutually agree to. Closing shall take place at the offices of Buyer or such
5
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other location to which the parties may agree. In the event Closing has not occurred by August •
1, 1998, Buyer, may, at its option, terminate this Agreement by written notice to Seller in which
event this Agreement shall be null and void and of'no further effect. At Closing, Seller and
Buyer shall deliver to one another the instruments, certificates, and writings normally given at
closings of similar properties in Minnesota. Possession of the Propeny shall be delivered to
Buyer on the date of Closing.
16. Notices. Except as otherwise specifically provided herein, all notices provided
herein shall be given in person or be sent by United States mail, either certified or registered,
postage prepaid, as follows:
as to Seller: William A. and Lola D. Glendenning
and WAG Farms, Inc. at
1765 Pinehurst Avenue
St. Paul MN 55116
Joan Glendenning Kennedy
c/o William S. Kennedy, Jr.
PO Box 146
Almena WI 54805
copy to:
Robert J. Polski, Jr. •
Attorney at Law
Firstar Center, Suite 1712
101 East Fifth Street
St. Paul MN 55101-1808
as to Buyer: Cottage Grove EDA
Attention: Executive Director
7516 80th Street South
Cottage Grove MN 55016
If notice is given by registered or certified mail, deposit in the United States mail of said notice
on or before the date such notice is to be given shall be deemed timely and acceptable.
17. Proker. Seller shall pay the brokerage fee Seller owes to Welsh Companies with
regard to the sale of the Property. The parties hereby represent to one another that there are no
other brokerage commission or real estate fees or other charges payable with respect to the sale
of the Property. Each party shall defend, indemnify and hold harmless the other party from any
claims of any such other brokers or agents.
18. jscelltineous.The terms,covenants,indemnities and conditions of this Agreement
shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto,
and shall survive Closing. Time is of the essence in this Agreement. Buyer shall have the right •
to assign its rights under this Agreement. The parties hereto agree to execute such corrective
deeds or other instruments as may be necessary to correct legal descriptions or other maners
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• needed to effect the intent of the parties as expressed in this Agreement, which commitment shall
survive Closing.
19. Date of Acceptance. This Agreement must be fully executed by Buyer and Seller
by June 3, 1998 at 5:00 p.m.CST or this Agreement shall be null and void.
•
•
ax9144216
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IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first •
above written.
Seller: Buyer:
William A. GIendenning President, Cottage Grove Economic
Development Authority
Lola A. Glendenning Executive Director,Cottage Grove Economic
Development Authority
Joan GIendenning Kennedy
Gordon Glendenning
President of WAG Farms, Inc.
•
S
Wiblai216
8
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STATE OF MINNESOTA )
S )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998, by William A. Glendenning and Lola D. Glendenning, husband and wife.
Notary Public
STATE OF )
)
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998, by Joan Glendenning Kennedy, a single person.
Notary Public
STATE OF MINNESOTA )
)
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
• , 1998, by Gordon Glendenning, the president of WAG Farms, Inc., a
Minnesota corporation, on behalf of the corporation.
Notary Public
STATE OF MINNESOTA )
)
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998,by and , the President and
Executive Director, respectively, of Cottage Grove Economic Development Authority, a body
corporate and politic under the laws of Minnesota, on behalf of the Economic Development
Authority.
Notary-Public -
This instrument drafted by:
Kennedy & Graven, Chartered (RHD)
470 Pillsbury Center
Minneapolis, MN 55402
612/337-9300
RH31.0.216
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EXHIBIT A O.
Legal Description of property
That part of the Southwest Quarter of Section 21, Township 27, Range 21, Washington County,
Minnesota, described as follows:
Commencing at the southeast corner of said Southwest Quarter; thence North 89
degrees 53 minutes 43 seconds West, assumed bearing, along the south line of said
Southwest Quarter, a distance of 610.00 feet to the westerly line of Jamaica
Avenue,which is the point of beginning of land to be described; thence continuing
North 89 degrees 53 minutes 43 seconds West, along said south line, a distance
of 1242,91 feet; thence North 0 degrees 07 minutes 51 seconds East, parallel with
said Jamaica Avenue, a distance of 1272.80 feet; thence South 74 degrees 28
minutes 27 seconds East a distance of 1289.17 feet to the westerly line of said
Jamaica Avenue; thence South 0 degrees 07 minutes 51 seconds West, along the
westerly line of said Jamaica Avenue, a distance of 930.00 feet to the point of
beginning. Except the Southerly 50.00 feet thereof.
•
S
CT165-3
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May-29-98 04:24pm From-KENNEDY & GRAVEN +3379310 7-868 P 26/26 F-073
EXHIBIT C •
Legal Description of Additional 10 Acres
That part of the Southwest Quarter of Section 21, Township 27, Range 21, Washington County,
Minnesota, described as follows:
Commencing at the southeast corner of said Southwest Quarter; thence North 89
degrees 53 minutes 43 seconds West, assumed bearing, along the south line of said
Southwest Quarter, a distance of 610.00 feet to the westerly line of Jamaica
Avenue; thence continuing North 89 degrees 53 minutes 43 seconds West, along
said south line, a distance of 1242.91 feet to the point of beginning of land to be
described; thence continuing North 89 degrees 53 minutes 43 seconds West, along
said south line, a distance of 342.97 feet; thence North 0 degrees 07 minutes 51
seconds East.parallel with said Jamaica Avenue, a distance of 1367.40 feet;thence
South 74 degrees 28 minutes 27 seconds East a distance of 355.73 feet; thence
South 0 degrees 07 minutes 51 seconds West, parallel with said Jamaica Avenue,
a distance of 1272.80 feet to the point of beginning. Except the Southerly 50.00
feet thereof
•
•
RH81tg16
CTa66-3
City of Cottage Grove
•
Memo
To: Economic Development Authority Members ,,J
From: Kirstin Barsness, Economic Development Dire4110
Date: 05/29/98
Re: Development Agreement for Renewal by Andersen Project
INTRODUCTION
The Development Agreement to facilitate the Renewal by Andersen project has been
drafted and agreed to by both parties. In the document are the details of the project,
including: conveyance of property, site improvements and utility extensions provided
by the City, improvements made and paid for by the company, wage and job
• covenants, definition of minimum improvements to be made by Renewal by
Andersen to the site, a Minimum Assessment Agreement and a deficiency clause.
A copy of the Development Agreement has been attached for your review and
reference. The Economic Development Authority is asked to pass a motion
approving the Development Agreement and authorizing staff and consultants to take
any and all other steps necessary in order to accomplish the execution of the
document.
DEVELOPMENT AGREEMENT SUMMARY
A. CONVEYANCE OF PROPERTY
The Cottage Grove Economic Development Authority (EDA or Authority) will
purchase from the Glendenning Family 30 acres under the option agreement that
was enacted in September 1997. This property will then be sold to Renewal by
Andersen as the site for their new manufacturing facility. In addition to the 30 acres
currently needed by the company, the EDA will option 10 more acres directly west of
the proposed site and grant Renewal by Andersen the option to purchase the
property by
a mutually agreeduponAuthority time frame. The will also obtain
another option to purchase an additional tract of land, containing approximately 15
acres and lying generally west and northwest of the proposed development property
11111 and east of Ideal Avenue projected through the Seller's land. Renewal by Andersen
_
• will have the opportunity to acquire this tract if the company informs the City of its
intent to do so before the option with the seller expires.
B. MUNICIPAL SITE AND UTILITY IMPOVEMENTS
In order to facilitate the construction of the company's minimum improvements, it will
be necessary for the City to construct certain public street and utility improvements.
The public improvements consist of the following:
• The improvement of Jamaica Avenue from 95th Street to 100th Street
• The improvement of 100th Street from Jamaica Avenue to Ideal Avenue
• The construction of a new 97th Street from Jamaica Avenue westerly a
distance of approximately 1500 feet
• The extension of sanitary sewer and water from the intersection of 95th
Street and Jamaica Avenue along the easterly property line to the
development site, and from the intersection of 95th Street and Ideal
Avenue to the northwesterly portion of the development site and looped to
the water line in Jamaica Avenue.
• Construction of a storm water detention pond on the northeastern corner
of the development site and the land adjacent thereto.
• The City committed to improving Jamaica Avenue and 100th Street by the year 2000.
However, it is possible that a portion of the improvements could take place yet this
year.
C. COMPANY SITE AND UTILITY IMPROVEMENTS
The costs associated with the construction of 97th Street will be assessed over a
reasonable term pursuant to the petition for Public Improvements and waiver of
Special Assessments Appeal. It is estimated that the construction of 97th Street will
cost approximately$150,000.
D. WAGE AND JOB COVENANTS
By no later than June 4, 2000, Renewal by Andersen shall create on the
development site at least 225 new full-time equivalent jobs (excluding any jobs filled
by Renewal by Andersen in the State as of the date of Development Agreement).
Per statutory requirements, at least 90 percent of said jobs shall be paid annual
average wages equal to or exceeding 160 percent of the minimum wage under
federal law for individuals over the age of 20.
110
E. MINIMUM IMPROVEMENTS
Renewal by Andersen anticipates constructing a manufacturing facility of at least
200,000 square feet on a 30-acre site. It is anticipated that construction will begin by
July 15, 1998 and be completed by July 15, 1999.
F. MINIMUM ASSESSMENT AGREEMENT/DEFICIENCY CLAUSE
The agreed upon minimum market value for the project is $8.4 million and the
company will sign a Minimum Assessment Agreement certifying this value. This
value is effective for tax purposes by January 2, 1999. If the tax increment available
to the City is less than the amount necessary to make principal or interest payments,
the company will need to pay the City for the deficiency.
At the $8.4 million minimum market value and given that the Renewal by Andersen
project meets its expected outcomes, the project is expected to cash flow through the
life of the tax increment financing district.
ACTION REQUIRED
The Economic Development Authority should pass a motion approving the
Development Agreement and authorizing staff and consultants to take any and all
other steps necessary in order to accomplish the execution of the document.
• ATTACHMENTS
1. Development Agreement
S
May-29-98 12:17pm From-KENNEDY & GRAVEN 6123376310 T-632 P 02 F-030
• 5.28.98
3rd Draft
CONTRACT
FOR
PRIVATE DEVELOPMENT
By and Between
COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY
• and
RENEWAL BY ANDERSEN, INC,
This document was drafted by:
KENNEDY & GRAVEN, Chartered
470 Pillsbury Center
Minneapolis, Minnesota 55402
Telephone: 337-9300
•
RHE1e419j
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TABLE OF CONTENTS
110
PREAMBLE Pale
1
ARTICLE I
slinitions
Section 1.1. Definitions 2
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority 4
Section 2.2. Representations and Warranties by the Developer 5
ARTICLE III
Acquisition and Conveyance of Property;
Public Improvements; Site Improvements
Section 3.1. Acquisition and Conveyance of the Property 6
Section 3.2. Conditions of Acquisition and Conveyance; Purchase Price 6
Section 3.3. Closing; Delivery and Recording 7
Section 3.4 Title; Other Contingencies 7
Section 3.5. Option Regarding Additional Land
8
Section 3.6. Public Improvements g
Section 3.7. Wage and Job Covenants 9
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements 10
Section 4.2. Construction Plans 10
Section 4.3. Commencement and Completion of Construction 11
Section 4.4. Certificate of Completion and Release of Forfeiture 11
ARTICLE V
Jnspronce and Condemnation
Section 5.1. Insurance 12
Section 5.2. Subordination 13
ARTICLE VI
Tax Increment;Taxes;_Special Assessments
Section 6.1. Right to Collect Delinquent Taxes 14
Section 6.2. Review of Taxes 14
Section 6.3. Assessment Agreement 14
Section 6.4. Tax Increment Guarantee 15
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ARTICLE VII
Mortgage Financing
Section 7.1. Financing 15
Section 7.2. Authority's Option to Cure Default on Mortgage 16
Section 7.3. Subordination and Modification for the Benefit of Mortgagee 16
ARTICLE VIII
Prohibitions Against Assignmegt and Transfer; Indemnification
Section 8.1. Representation as to Development 16
Section 8.2. Prohibition Against Developer's Transfer of Property and
Assignment of Agreement 16
Section 8.3. Release and Indemnification Covenants 18
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined 19
Section 9.2. Remedies on Default 20
Section 9.3. Revesting Title in Authority Upon Happening of Event Subsequent
to Conveyance to Developer 20
Section 9.4. Resale of Reacquired Property; Disposition of Proceeds 21 •
Section 9.5. No Remedy Exclusive 22
Section 9.6. No Additional Waiver Implied by One Waiver 22
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable 22
Section 10.2. Equal Employment Opportunity 22
Section 10.3. Restrictions on Use 22
Section 10.4. Provisions Not Merged With Deed 22
Section 10.5. Titles of Articles and Sections 23
Section 10.6. Notices and Demands d 23
Section 10.7. Counterparts 23
Section 10.8. Recording 23
Section 10.9. Covenants Running with the Land 23
Section 10.10. Modifications 23
TESTIMONIUM 24
SIGNATURES 24
EXHIBIT A Legal Description of Development Property
EXHIBIT B Form of Limited Warranty Deed
EXHIBIT C Form of Assessment Agreement
EXHIBIT D Form of Certificate of Completion and Release of Forfeiture •
EXHIBIT E Form of Petition for Public Improvements and Waiver of Special Assessment
Appeal
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• CONTRACT FOR PRIVATE DEVELOPMENT
THIS AGREEMENT, made on or as of the day of 1998, by and between
Cottage Grove Economic Development Authority, a public body corporate and politic under the
laws of Minnesota (the "Authority"), and Renewal by Andersen, Inc., a Minnesota corporation
(the "Developer").
WITNESSETH:
WHEREAS, the Authority was created pursuant to Minnesota Statutes, sections 469.090
through 469.1081 (the "EDA Act") and is authorized to transact business and exercise its powers
by a resolution of the City Council of the City of Cottage Grove ("City"); and
WHEREAS, the City has undertaken a program to promote economic development and
job opportunities and to promote the development and redevelopment of land which is
underutilized within the City, and in this connection on January 7, 1985 created a development
project known as the Development District No. 1 (the "Project") in an area (the "Project Area")
located in the community, all pursuant to Minnesota Statutes, Sections 469.124 to 469.134 (the
"City Development Districts Act" or the "Act"); and
WHEREAS, the City has transferred control, authority and operation of the Project to the
• Authority, which currently administers the Project exercising the powers of a city under the Act;
and
WHEREAS, pursuant to the Act and the EDA Act, the Authority is authorized to acquire
real property, or interest therein, and to undertake certain activities to prepare such real property
for development by private enterprise; and
WHEREAS, the Authority has proposed to create within the Project Area tax increment
financing district No. 1-9 ("TIF District No. 1-9") pursuant to Minnesota Statutes, sections
469.174 through 469.179 (the "TIF Act"); and
WHEREAS, in order to achieve the objectives of the Project, the Developer has requested
the Authority to acquire certain real property in the Project Area (the "Development Property")
and has agreed to pay the costs of certain public improvements within the Project Area; and
WHEREAS, the Authority and the Developer have previously entered into that certain
Letter of Intent dated May 7, 1998 (the "Letter of Intent") describing certain obligations of the
Developer and assistance to be provided by the Authority to promote development of the
Development Property; and
WHEREAS, this Agreement is intended to and does supersede the Letter of Intent in all
respects; and
• WHEREAS, the Authority believes that the development of the Project Area pursuant to
this Agreement and fulfillment generally of this Agreement, are in the vital and best interests of
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Cottage Grove 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 under
which the Project has been undertaken and is being assisted.
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:
ARTICLE I
Pefinitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Act" or "City Development Districts Act" means Minnesota Statutes, sections 469.124
to 469.134, as amended.
"Agreement" means this Contract for Private Development, as the same may be from time
to time modified, amended, or supplemented.
"Assessment Agreement" means the agreement in the form of Exhibit C attached hereto
to be entered into pursuant to Section 6.3 of this Agreement.
"Authority" means the Cottage Grove Economic Development Authority. •
"City" means the city of Cottage Grove, Minnesota.
"Certificate of Completion and Release of Forfeiture" means the certification to be
provided to the Developer, pursuant to Section 4.4 of this Agreement, in substantially the form
attached hereto as Exhibit D.
"Construction Plans" means the plans, specifications, drawings and related documents
regarding the Minimum Improvements to be constructed by the Developer on the Development
Property which (a) shall be as detailed as the plans, specifications, drawings and related
documents which are submitted to the appropriate building officials of the City, and (b) shall
include at least the following: (1) site plan; (2) foundation plan; (3) basement plan, if any; (4)
floor plan for each floor; (5) cross sections of each (length and width); (6) elevations (all sides);
(7) landscape plan; and (8) such other plans or supplements to the foregoing plans as the
Authority may reasonably request to allow it to ascertain the nature and quality of the proposed
construction work.
"County" means the County of Washington, Minnesota.
"Deed" means the limited warranty deed in substantially the form attached hereto as
Exhibit B.
•"Developer" means Renewal byInc.
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• "Development Property" means the real property described in Exhibit A of this Agreement
upon which the Developer shall construct the Minimum Improvements.
"EDA Act"or "Economic Development Authority Act'means Minnesota Statutes,sections
469.090 to 469.1081, as amended.
"Event of Default" means an action by the Developer listed in Article IX of this
Agreement and which is not cured within the time period permitted under this Agreement.
"Holder" means the owner of a Mortgage made by the Developer encumbering the
Development Property.
"Minimum Improvements" means the construction on the Development Property of a
window manufacturing and distribution facility, including office space directly related to and
necessary for such facility, with a gross square footage of at least 220,000 square feet.
"Minimum Market Value" means a value for tax purposes of the Development Property
and the improvements to be constructed thereof of at least $8,400,000 as of January 2, 1999 for
taxes payable beginning in 2000.
"Mortgage" means any mortgage made by the Developer which is secured, in whole or
in part, with the Development Property and which is a permitted encumbrance pursuant to the
• provisions of Article VIII of this Agreement.
"Project" means the Authority's Development District No. 1.
"Project Area" means the real property located within the boundaries of the Project.
"Project Plan" means the Authority's Project Plan for Development District No. 1, as
amended June 3, 1998 and as it may be further amended.
"Public Improvements" means the public infrastructure and other improvements to be
constructed by the City, as detailed in Section 3.6 hereof
"Purchase Agreement" means the agreement under which the Seller will convey title to
the Development Property to the Authority.
"Seller" means the parties who will sell the Development Property to the Authority prior
to its reconveyance to the Developer.
"State" means the State of Minnesota.
"Tax Increment" means that portion of the real property taxes which is paid with respect
to the Development Property and the Minimum Improvement and remitted to the Authority by
• the County as tax increment pursuant to the TS Act prior to the Termination Date.
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"Tax Increment Financing Act" or "TIF Act"means Minnesota Statutes, Sections 469.174 •
to 469.179, as amended.
"Tax Increment District" or "TIF District"means the Authority's Tax Increment Financing
District No. 1-9, which will be established on June 3, 1998.
"Tax Increment Plan" or "T1F Plan" means the Authority's Tax Increment Financing Plan
for Tax Increment Financing District No. 1-9, as adopted on June 3, 1998, and as it may be
further amended.
"Tax Official" means any County assessor; County auditor; County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court, the
tax court of the State, or the State Supreme Court.
"Termination Date" means the date that TIF District No. 1-9 ends or is terminated.
"Unavoidable Delays" means delays beyond the reasonable control of the party seeking
to be excused as a result thereof which are the direct result of strikes, other labor troubles,
contractor default, material shortages, unusually severe or prolonged bad weather, act of God, fire
or other casualty to the Minimum Improvements, litigation commenced by third parties which,
by injunction or other similar judicial action, directly results in delays, or acts of any federal,
State or local governmental unit (other than the Authority in exercising its rights under this
Agreement) which result in delays, any delays resulting from untimely completion of the Public •
Improvements, and any delays resulting from other causes which are beyond the reasonable
control of the Developer or the Authority.
ARTICLE 11
Representations and Warranties
Section 2.1. 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 an economic development authority duly organized and existing
under the laws of the State. Under the provisions of the Act, the TIF Act and the EDA Act, the
Authority has the power to enter into this Agreement and carry out its obligations hereunder.
(b) The activities of the Authority are undertaken for the purpose of fostering the
development of certain real property which for a variety of reasons is presently underutilized and
for the purpose of promoting economic development and the creation of employment
opportunities.
(c) The Minimum Improvements constitute a permitted use under applicable zoning
laws.
(d) The Project is a development district within the meaning of the Act and was Eli
created, adopted and approved in accordance with the terms of the Act.
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• (e) The TIF District is an economic development tax increment financing district,
which will be created, adopted, certified and approved pursuant to the TIF Act.
(f) Subject to satisfaction of the terms and conditions of this Agreement, the Authority
intends to convey the Development Property to the Developer for development in accordance with
the terms of this Agreement.
(g) The Authority has not received any notice or communication from any local, State
or federal official that the activities of the Developer or the Authority in the Project Area or T1F
District with respect to the Development Property may be or will be in violation of any
environmental law or regulation. The Authority is not aware of any facts the existence of which
would cause either to be in violation of any local, State or federal environmental law, regulation
or review procedure.
Section 2.2. Representations and Warranties by the Developer. The Developer makes the
following representations and warranties as the basis for the undertakings on its part herein
contained:
(a) The Developer is a corporation duly organized and in good standing under the laws
of the State, is not in violation of any provisions of its articles of incorporation and by-laws or
the laws of the State, is duly authorized to transact business within the State, has power to enter
into this Agreement and has duly authorized the execution, delivery and performance of this
• Agreement by proper action of its directors.
(b) In the event the Development Property is conveyed to the Developer, the
Developer intends to construct and maintain the Minimum Improvements in accordance with the
terms of this Agreement, the Project Plan, the TIF Plan and all local, State and federal laws and
regulations including, but not limited to, environmental, zoning, building code and public health
laws and regulations.
(c) The Developer has received no notice or communication from any local, State or
federal official that the activities of the Developer or the Authority in the Project Area or TIF
District with respect to the Development Property may be or will be in violation of any
environmental law or regulation. The Developer is aware of no facts the existence of which
would cause it to be in violation of or give any person a valid claim under any local, State or
federal environmental law, regulation or review procedure with respect to the Development
Property.
(d) The Developer will use all reasonable efforts to obtain, in a timely manner, all
required permits, licenses and approvals, and will use all reasonable efforts to 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 Minimum Improvements may be lawfully constructed.
(e) 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 of any corporate restriction or any evidences of indebtedness,
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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.
(t) The proposed development by the Developer hereunder would not occur on the
Development Property but for the tax increment financing assistance being provided by the
Authority hereunder.
ARTICLE III
Acquisition and Conveyance of Property;
Public Improvements; Site Improvements
Section 3.1. Acquisition and Conveyance of the Property. The Authority has entered
into a purchase agreement dated June 3, 1998 (the "Purchase Agreement") with William A.
Glendenning and Lola D, Glendenning; Joan Glendenning Kennedy; and WAG Farms, Inc.
(collectively, the "Seller") providing for acquisition of the Development Property. In order to
assist the Developer in making development of the Minimum Improvements economically
feasible, the Authority will acquire the Development Property pursuant to the Purchase
Agreement, and convey title to and possession of the Development Property to the Developer,
subject to all the terms and conditions of this Agreement.
Section 3.2. Conditions of Acquisition and Conveyance: Purchase Price. (a) The
Authority shall convey title to and possession of the Development Property to the Developer by
a limited warranty deed substantially in the form of the Deed attached as Exhibit B to this .
Agreement. At the time of such sale of the Development Property to the Developer, the
Authority also shall assign and deliver to the Developer each of the documents to be delivered
by the Seller pursuant to the Purchase Agreement, together with such other documents and
affidavits as the Developer shall reasonably request in connection therewith. The Authority's
obligation to convey the Development Property to the Developer is subject to the prior
satisfaction of the following terms and conditions:
(1) The Authority has obtained title to the Development Property from the
Seller;
(2) The Authority and the City has established the TIF District and modified
the Project Plan to authorize the assistance contemplated by this Agreement;
(3) The Authority has held the public hearing required by the EDA Act and
has authorized sale of the Development Property to the Developer;
(4) The Developer has submitted rucPlans for the Minimum
Improvements which are acceptable to and approvedConstby thetion Authority;
(5) The Developer has submitted evidence of a commitment for financing for
the Minimum Improvements from a financial institution or alternate financing which is
acceptable to the Authority;
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• (6) The Developer, the Authority and the County assessor have executed the
Assessment Agreement with regard to the Minimum Improvements; and
(7) There has been no Event of'Default on the part of the Developer.
(b) The purchase price to be paid by the Developer to the Authority for the
Development Property shall be $1.00.
Section 3.3. Closing; Delivery and Recording. (a) Unless otherwise mutually agreed by
the Authority and the Developer, closing shall take place on June 10, 1998 at the offices of the
title insurer.
(b) The Deed shall be in recordable form and shall be promptly recorded in the proper
office for the recordation of deeds and other instruments pertaining to the Development Property.
At closing, the Developer shall pay:
(1) the cost of recording any instruments in connection with the conveyance of
the Development Property by the Authority to the Developer; and
(2) costs of title insurance commitment fees and premiums and title company
closing fees.
• Notwithstanding anything to the contrary in this Section, any taxes or costs payable by the Seller
under the Purchase Agreement will remain the obligation of the Seller.
Section 3.4. Title: Other Contingencies. (a) The Authority has the right to make title
objections under the Purchase Agreement. If the Authority elects to terminate the Purchase
Agreement because of objections to the marketability of title to the Development Property, or the
Developer requests such termination upon its review of the condition of title, either the Developer
or the Authority may by the giving of written notice to the other, terminate this Agreement, upon
the receipt of which this Agreement shall be null and void and neither party shall have any
liability hereunder. The Authority shall have no obligation to take any action to clear defects in
the title to the Development Property. As a condition precedent to closing on the Development
Property with the Authority, the Developer shall be entitled to obtain a title insurance
commitment in a form satisfactory to the Developer.
(b) The Authority shall take no actions to encumber title to the Development Property,
allow any labor or materials to be performed at or supplied to the Property, enter into any
contracts or agreements with respect to the Development Property, or allow any party to enter
upon the Development Property without the prior written consent of Developer between the time
the Authority acquires the Development Property and the time which the Deed is delivered to the
Developer.
(c) The Developer acknowledges that the Authority makes no representations or
• warranties to the Developer as to the condition of the soils on the Development Property or its
fitness for construction of the Minimum Improvements or any other purpose for which the
Developer may make use of such property. The Developer further agrees that it will indemnify,
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defend, and hold harmless the Authority, the City, and their governing body members, officers,
and employees, from any claims or actions arising out of the presence, if any, of hazardous
wastes or pollutants on the Development Property.
Section 3.5. Option Regarding Additional .and. (a)The Authority has notified the Seller
of its intent to purchase an additional 10 acres of land adjacent to and generally west of the
Development Property. The Authority must close on the additional land by no later than
December 31, 2001. The Authority hereby grants to the Developer an option to purchase the land
identified in this section 3.5(a) for a purchase price of$635,400 by giving notice to the Authority
at any time prior to September 30, 2001. The Developer shall have the right to examine title to
said land and to be satisfied with the marketability thereof after notification to the Authority of
its intent to acquire the land. Closing shall take place at such time and place as the parties may
hereafter agree. If the Developer fails to give notice to the Authority within the time specified
in this section 3.5(a), the Authority shall have no obligations to sell said land to the Developer
but may agree to do so on such terms and conditions to which the parties may later agree.
(b) The Authority has also obtained from Seller an option to purchase an additional •
tract of land, containing approximately 15 acres and lying generally west and northwest of the
Development Property and east of Ideal Avenue projected through Seller's land. The Authority
has the right to acquire said additional land at any time prior to September 26, 2003. The
Authority agrees to assign its option to purchase such additional land under the terms of the
option between the Authority and Seller if, prior to expiration of said option, the Developer
notifies the Authority of its intent to acquire said additional land. •
Section 3.6. Public Improvements. (a) The Authority and the Developer acknowledge
and agree that as a result of the Developer's construction of the Minimum Improvements, it will
be necessary for the City to construct the Public Improvements. The Public Improvements will
consist generally of the following: (1) the improvement of the west one-half of Jamaica Avenue
from 95th Street to 100th Street; (2) the improvement of 100th Street from Jamaica Avenue to
Ideal Avenue; (3) construction of a new 97th Street from Jamaica Avenue westerly a distance of
approximately 1500 feet; (4) the extension of sanitary sewer and water from the intersection of
95th Street and Jamaica Avenue to a point in Jamaica Avenue along the easterly property line
approximately 500 feet south of the northeast corner of the Development Property and from the
intersection of 95th Street and Ideal Avenue to the northwesterly portion of the Development
Property and easterly along 97th Street to Jamaica Avenue; and (5) construction of a stormwater
detention pond on the northeasterly corner of the Development Property and the land adjacent
thereto. The City will not specially assess any portion of the cost of the Public Improvements
against the Development Property, except the costs associated with construction of 97th Street
pursuant to the Petition for Public Improvements and Waiver of Special Assessment Appeal in
a form attached hereto as Exhibit E.
(b) The City will begin construction of the Public Improvements by July 15, 1998 and
will complete the Public Improvements by July 15, 1999. The City will use its best efforts to
coordinate the construction of the Public Improvements with the construction of the Minimum
Improvements by the Developer, so as to minimize disruption of the Developer's activities. •
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• (c) The Developer acknowledges that it may be necessary, during the construction of the
Public Improvements for the City to enter upon the Development Property for the purpose of
making such improvements. The Developer hereby grams to the City a construction license
allowing the City and its officials, employees, agents and contractors to enter the Development
Property for the purpose of constructing the Public Improvements. The City shall use all
reasonable efforts to cause the parties performing such work to coordinate with and not
unnecessarily disturb the performance of the Minimum Improvements.
Section 3.7. Wage and Job Covenants. (a) By no later than June 4, 2000, the Developer
shall create on the Development Property at least new full-time equivalent jobs (excluding
any jobs filled by the Developer in the State as of the date of this Agreement). In addition, the
Developer must pay 90 percent or more of the employees employed on the Development Property
at a rate equal to or greater than 160 percent of the federal minimum wage for individuals over
the age of 20. The Developer shall submit to the Authority a written report by June 4, 2000
describing employment and wages on the Development Property in sufficient detail to enable the
Authority to determine compliance with the requirements of this Section 3.7. The Authority shall
file the reports required by Minnesota Statutes, Section 1161.991 with the Minnesota Department
of Trade and Economic Development. The Developer's obligations under this Section 3.7 shall
be fulfilled and the requirements established herein shall be satisfied upon completion of the
number of jobs at the wage level provided above, and there shall be no requirement as to the
continuation of any job or wage level thereafter.
• (b) If the Developer fails to comply with any of the terms of Section 3.7(a), the
Developer shall repay to the Authority an amount equal to $1,900,000, or such lesser amount
expended by the Authority in connection with acquisition of the Development Property and
construction of the Public Improvements; provided that the terms of such repayment shall be
determined by written agreement negotiated diligently and in good faith among the Authority,
the City and the Developer to be entered into upon the Event of Default under this Section 3.7.
If no written agreement is executed within 90 days after the Event of Default under this Section
3.7, the amount payable by the Developer under this paragraph shall be immediately due and
payable. Nothing in this Section shall be construed to limit the Authority's remedies under
Article IX hereof.
(c) The parties agree and understand that this Section is intended to comply with
Minnesota Statutes, Section 1161.991 and section 469.176, subd. 7 of the T1F Act. If either or
both such statutes are repealed or amended such that the requirements set forth in this Section
are not required by State law as applied to the Developer and the Development Property, the
provisions of Section 3.7(b) shall be deemed terminated and no longer in effect upon the effective
date of such repeal or amendment. Notwithstanding such termination, the Authority shall retain
such other remedies as it may have under Article IX hereof for an Event of Default under this
Section 3.7, excluding the repayment described in Section 3.7(b).
ARTICLE IV
Construction of Minimum Improvements
• Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will
construct the Minimum Improvements on the Development Property substantially in accordance
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with the approved Construction Plans and at all times prior to the Termination Date will maintain, •
preserve and keep the Minimum Improvements or cause the Minimum Improvements to be
maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good
repair and condition.
Section 4.2. Construction Plans. (a) Before commencement of construction of the
Minimum Improvements, the Developer shall submit Construction Plans to the Authority. The
Construction Plans shall provide for the construction of the Minimum Improvements and shall
be in substantial conformity with the Project Plan, the TIF Plan, this Agreement, and all
applicable State and local laws and regulations. The Authority will approve the Construction
Plans in writing if: (i) the Construction Plans conform to the terms and conditions of this
Agreement; (ii) the Construction Plans conform to all applicable federal, State and local laws,
ordinances, rules and regulations; (iii) the Construction Plans are adequate to provide for
construction of the Minimum Improvements; and (iv) no Event of Default has occurred. No
approval by the Authority shall relieve the Developer of the obligation to comply with the terms
of this Agreement, the Project Plan, the TIF Plan, applicable federal, State and local laws,
ordinances, rules and regulations, or to construct the Minimum Improvements in accordance
therewith. No approval by the Authority shall constitute a waiver of an Event of Default. If
approval of the Construction Plans is requested by the Developer in writing at the time of
submission, such Construction Plans shall be deemed approved unless rejected in writing by the
Authority, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and
shall be made within 30 days after the date of their receipt by the Authority. If the Authority
rejects any Construction Plans in whole or in part, the Developer shall submit new or corrected •
Construction Plans within 30 days after written notification to the Developer of the rejection.
The provisions of this Section 4.2 relating to approval, rejection and resubmission of corrected
Construction Plans shall continue to apply until the Construction Plans have been approved by
the Authority or the Authority concludes that the Developer is unwilling or unable to submit
Construction Plans acceptable to the Authority. The Authority's approval shall not be
unreasonably withheld. Said approval shall constitute a conclusive determination that the
Construction Plans (and Minimum Improvements, if constructed in accordance with said plans)
comply to the Authority's satisfaction with the provisions of this Agreement relating thereto.
(b) If, prior to issuance of the Certificate of Completion and Release of Forfeiture, the
Developer desires to make any material change in the Construction Plans after their approval by
the Authority which would substantially alter the scope of the work contemplated thereby, the
Developer shall submit the proposed change to the Authority for its approval. lithe Construction
Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 with
respect to such previously approved Construction Plans, the Authority shall approve the proposed
change and notify the Developer in writing of its approval. Such change in the Construction
Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in
part, by wrinen notice by the Authority to the Developer, setting forth in detail the reasons
therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such
change. The Authority's approval of any such change in the Construction Plans will not be
unreasonably withheld.
Section 4.3. Commencement apq Completion of Construction. (a) Subject to Unavoidable •
Delays, the Developer shall commence construction of the Minimum Improvements by July 15,
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• 1998. Subject to Unavoidable Delays, the Developer shall complete the construction of the
Minimum Improvements by July 15, 1999. All work with respect to the Minimum Improvements
to be constructed or provided by the- Developer on the Development Property shall be in
substantial conformity with the Construction Plans as submitted by the Developer and approved
by the Authority. The Developer agrees for itself, its successors and assigns, and every successor
in interest to the Development Property, or any part thereof, that the Developer, and such
successors and assigns, shall begin and diligently prosecute to completion the development of the
Development Property through the construction of the Minimum Improvements thereon, and that
such construction shall, subject to the terms of this Agreement, be commenced and completed
within the period specified in this Section 4.3. Subsequent to conveyance of the Development
Property, or any part thereof, to the Developer, and until construction of the Minimum
Improvements has been completed, the Developer shall make reports, in such detail and at such
times as may reasonably be requested by the Authority, as to the actual progress of the Developer
with respect to such construction.
(b) The parties agree and understand that, notwithstanding the actual completion date
of the Minimum Improvements,the Minimum Market Value for the Minimum Improvements and
the Development Property described in Section 6.3 of this Agreement and the Assessment
Agreement will be effective as of January 2, 1999 for taxes payable beginning in 2000. Failure
to complete the Minimum Improvements by such date shall not be an Event of Default hereunder,
but such failure shall not relieve or alter the effective date of the Minimum Market Value set
forth herein and in the Assessment Agreement.
• Section 4.4. Certificate of Completion and Release of Forfeiture. (a) Promptly after
substantial completion of the Minimum Improvements in accordance with those provisions of the
Agreement relating solely to the obligations of the Developer to construct the Minimum
Improvements (including the dates for beginning and completion thereof), the Authority will
furnish the Developer with an appropriate instrument so certifying; provided that if Developer
shall substantially complete the Minimum Improvements later than permitted under this
Agreement, it shall nevertheless be entitled to receive and the Authority shall issue such
certificate unless prior thereto the Authority shall have unconditionally and finally caused title
to the Development Property to be revested in the Authority pursuant to Section 9.3 hereof Such
certification by the Authority shall be (and it shall be so provided in the Deed and in the
certification itself) a conclusive determination of satisfaction and termination of the agreements
and covenants in the Agreement and in the Deed with respect to the obligations of the Developer,
and its successors and assigns, to construct the Minimum Improvements and the dates for the
beginning and completion thereof. Such certification and such determination shall not constitute
evidence of compliance with or satisfaction of any obligation of the Developer to any Holder of
a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum
Improvements, or any part thereof.
(b) The certificate provided for in this Section 4.4 shall be in such form as will enable
it to be recorded in the proper County office for the recordation of deeds and other instruments
pertaining to the Development Property. If the Authority shall refuse or fail to provide any
• certification in accordance with the provisions of this Section 4.4, the Authority shall, within
thirty (30) days after written request by the Developer, provide the Developer with a written
statement, indicating in adequate detail in what respects the Developer has failed to complete the
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Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in •
default, and what measures or acts it will be necessary, in the opinion of the Authority, for the
Developer to take or perform in order to obtain such certification. The construction of the
Minimum Improvements shall be deemed to be completed when the Developer has received a
certificate of occupancy from the City.
ARTICLE V
Insurance and Condemnation
Section 5.1. Insurance. (a) The Developer will provide and maintain at 411 times during
the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance
Policy and, from time to time during that period, at the request of the Authority, furnish the
Authority with proof of payment of premiums on policies covering the following:
(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. The
interest of the Authority shall be protected in accordance with a clause in form and
content satisfactory to the Authority;
(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 $1,000,000 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.
(b) Upon completion of construction of the Minimum Improvements and prior to the
Termination Date, the Developer shall maintain, or cause to be maintained, at its cost and
expense, and from time to time at the request of the Authority shall furnish proof of the payment
of premiums on, insurance as follows:
(i) Insurance against loss and/or damage to the Minimum Improvements under
a policy or policies covering such risks as are ordinarily insured against by similar
businesses;
injury
(ii) Comprehensive general public liability insurance,including personal a y
liability (with employee exclusion deleted), against liability for injuries to persons and/or
property, in the minimum amount for each occurrence and for each year of$1,000,000,
and shall be endorsed to show the Authority as additional insured; and
(iii) Such other insurance,including workers'compensation insurance respecting
all employees of the Developer, in such amount as is customarily carried by like •
organizations engaged in like activities of comparable size and liability exposure;provided
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1111 that the Developer may be self-insured with respect to all or any part of its liability for
workers' compensation.
(c) All insurance required in Article V of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Developer which are authorized
under the laws of the State to assume the risks covered thereby. Upon request, the Developer
will deposit annually with the Authority 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 of this Agreement, each policy shall contain
a provision that the insurer shall not cancel or modify it in such a way as to reduce the coverage
provided below the amounts required herein without giving written notice to the Developer and
the Authority at least thirty (30) days before the cancellation or modification becomes effective.
In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella
policies, or a combination thereof, having the coverage required herein, in which event the
Developer shall deposit with the Authority a certificate or certificates of the respective insurers
as to the amount of coverage in force upon the Minimum Improvements.
(d) The Developer agrees to notify the Authority immediately in the case of damage
exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. In such event the Developer will forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the same or an improved
condition or value as it existed prior to the event causing such damage and, to the extent
• necessary to accomplish such repair, reconstruction and restoration, the Developer will apply the
net proceeds of any insurance relating to such damage received by the Developer to the payment
or reimbursement of the costs thereof The Developer shall complete the repair, reconstruction
and restoration of the Minimum Improvements, whether or not the net proceeds of insurance
received by the Developer for such purposes are sufficient to pay for the same. Any net proceeds
remaining after completion of such repairs, construction and restoration shall be the property of
the Developer.
Section 5.2. Subordination. Notwithstanding anything to the contrary contained in this
Article V, the rights of the Authority with respect to the receipt and application of any proceeds
of insurance shall, in all respects, be subject and subordinate to the rights of any lender under a
Mortgage approved pursuant to Article VII of this Agreement.
ARTICLE VI
Tux Increment; Taxes; Special Assessments
Section 6.1. Right to Collect Delinquent Taxes. The Developer acknowledges that the
Authority is providing substantial aid and assistance in furtherance of the development of the
Development Property through sale of the Development Property for $1.00 and construction of
the Public Improvements mostly at City expense and without special assessment of the
Development Property. The Developer understands that the Tax Increment which is derived from
real estate taxes on the Development Property and the Minimum Improvements must be promptly
• and timely paid. To that end, the Developer agrees for itself, its successors and assigns, in
addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated until
the Termination Date by reason of this Agreement to pay before delinquency all real estate taxes
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assessed against the Development Property and the Minimum Improvements. The Developer
acknowledges that until the Termination Date, this obligation creates a contractual right on behalf
of the Authority to sue the Developer or its successors and assigns to collect delinquent real estate
taxes and any penalty or interest thereon and to pay over the same as a tax payment to the
County auditor. In any such suit, the Authority shall also be entitled to recover its costs,
expenses and reasonable attorney fees.
Section 6.2. ileview of Taxes. The Developer agrees that prior to the Termination Date
it will not cause a reduction in the real property taxes paid in respect of the Development
Property or the Minimum Improvements through: (A) willful destruction of the Minimum
Improvements or any part thereof; or (B) willful refusal to reconstruct the Minimum
Improvements if damaged or destroyed pursuant to Section 5.1 of this Agreement. The
Developer also agrees that it will not, prior to the Termination Date, transfer, or permit the
transfer of, the Development Property or the Minimum Improvements to any entity whose
ownership would render the Development Property or the Minimum Improvements exempt from
real property taxes under state law, other than the City or the Authority, or apply for a deferral
of property tax on the Development Property or the Minimum Improvements pursuant to
Minnesota Statutes, Section 469.181, or any.similar law.
Section 6.3. Assessment Agreement. On or before closing on conveyance of the
Development Property to the Developer, the Developer shall, with the Authority, execute an
Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8, specifying an
assessor's Minimum Market Value for the Development Property together with the Minimum
Improvements. The amount of the Minimum Market Value shall be no less than $8,400,000 as
of January 2, 1999 for taxes payable beginning in 2000, notwithstanding any failure to complete
construction of the Minimum Improvements by that date.
The Assessment Agreement shall be substantially in the form attached hereto as Exhibit C.
Nothing in the Assessment Agreement shall limit the discretion of the assessor to assign a market
value to the Development Property and Minimum Improvements in excess of such assessor's
Minimum Market Value nor prohibit the Developer from seeking through the exercise of legal
or administrative remedies a reduction in such market value for property tax purposes; provided,
however, that the Developer shall not seek a reduction of such market value below the assessor's
Minimum Market Value set forth in the Assessment Agreement in any year so long as such
Assessment Agreement shall remain in effect. The Assessment Agreement shall remain in effect
until the Termination Date; provided that if at any time before the Termination Date the
Assessment Agreement is found to be terminated or unenforceable by any Tax Official or court
of competent jurisdiction, the Minimum Market Value described in this Section 6.3 shall remain
an obligation of the Developer (whether or not such value is binding on the assessor), it being
the intent of the parties that the obligation of the Developer to maintain, and not seek reduction
of,the Minimum Market Value specified in this Section 6.3 is an obligation under this Agreement
as well as under the Assessment Agreement, and is enforceable by the Authority against the
Developer, its successors and assigns in accordance with the terms of this Agreement.
Section 6.4. Tax Increment Guarantee. The Authority or the City intends to sell bonds •
in an amount not to exceed $ to finance acquisition of the Development Property. If
the Tax Increment available to the Authority or the City is less than the amount necessary make
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• principal and interest payments on public debt issued for same, then the Authority shall provide
notice to the Developer of such fact and the amount of such deficiency in Tax Increment. Ten
days after receipt of such notice of deficiency, the Developer shall be liable for and shall pay to
the Authority such deficiency. Failure by the Authority to provide the notice of deficiency when
required by this Section 6.4 shall not relieve the Developer of its obligation to make the required
payment 10 days after the Developer receives actual notice of the deficiency from the Authority.
(b) The obligation of the Developer to make the payments described in this Section
6.4 shall be absolute and unconditional irrespective of any defense or any rights of setoff,
recoupment or counterclaim it might otherwise have against the Authority or any other
government body or other person. The Developer shall not fail to make any required payment
under this Section 6.4 for any cause or circumstance whatsoever, including without limitation any
change in State property tax laws or any other law, or any other event, even if beyond the control
of the Developer. In any claim, suit or action by the Authority or City under this Section 6.4,
the Authority shall be entitled to recover its costs, expenses and reasonable attorney fees.
(c) Notwithstanding anything to the contrary herein, the parties agree and understand
that, in the event of any deficiency as described in this Section 6.4, the Authority will in good
faith consider a written request from the Developer that all or part of such deficiency be satisfied,
in lieu of seeking payment from the Developer hereunder, through appropriation of other tax
increments, if any, that are(1) generated by the TIF District; (2) legally available to the Authority
• for such purposes; and (3) not otherwise pledged or obligated by the Authority to other purposes.
Any such application of tax increments shall be conditioned on there being no uncured Event
of Default by the Developer. Nothing in this Section 6.4 will be construed to limit the
Authority's legislative discretion regarding such application of tax increments.
ARTICLE VII
Monad Financing
Section 7.1. Financing. (a) Before conveyance of the Development Property by the
Authority,the Developer shall submit to the Authority evidence of financing reasonably sufficient
for the construction of the Minimum Improvements. Such commitments may be submitted as
short term financing, long term mortgage financing, a bridge loan with a long term take-out
financing commitment, Developer equity, or any combination of the foregoing. Such
commitment or commitments for short term or long term mortgage financing shall be subject only
to such conditions as are normal and customary in the mortgage banking industry.
(b) If the Authority finds that the financing complies with the terms of this Section
7.1 and is sufficiently committed and adequate in amount to provide for the construction of the
Minimum Improvements, the Authority shall notify the Developer in writing of its approval.
Such approval shall not be unreasonably withheld. Failure by the Authority to respond to such
evidence of financing within 10 days of receipt shall be deemed to constitute approval hereunder.
If the Authority rejects the evidence of financing as inadequate, it shall do so in writing
• specifying the basis for the rejection.
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Section 7.2. Authority's Option to Cure Default on Mortpace. In the event that there411
occurs a default under any Mortgage on the Development Property, the Developer shall cause the
Authority to receive copies of any notice of default received by the Developer from the Holder
of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure
any such default on behalf of the Developer within such cure periods as are available to the
Developer under the Mortgage documents. In the event there is an Event of Default under this
Agreement, the Authority will transmit to the Holder of any Mortgage a copy of any notice of
default given by the Authority pursuant to Article IX of this Agreement.
Section 7.3. Subordination and Modification for the Benefit of Moimee. In order to
facilitate the Developer obtaining financing for construction of the Minimum Improvements, the
Authority agrees to subordinate all of its rights under this Agreement including, but not limited
to Section 9.3 herein,to the Holder of the Mortgage,provided the Development Property remains
subject to the Assessment Agreement, which shall be prior to and not subordinate to the
Mortgage, and further provided that the subordination of the Authority's rights under his
Agreement shall be subject to such reasonable terms and conditions as the Authority and Holder
mutually agree in writing.
•
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Development. The Developer represents and agrees that
its purchase of the Development Property, and its other undertakings pursuant to the Agreement, •
are, and will be used, for the purpose of development of the Development Property and not for
speculation in land holding.
Section 8.2. Prohibition Asst Developer's Transfer of Property and Assignment of
Areement. The Developer represents and agrees that prior to issuance of the Certificate of
Completion and Release of Forfeiture for the Minimum Improvements:
(a) Except only (i) by way of security for, and only for, the purpose of obtaining
financing necessary to enable the Developer or any successor in interest to the Development
Property, or any part thereof, to perform its obligations with respect to making the Minimum
Improvements under this Agreement, and any refinancing in whole or in part of any of the
foregoing, or (ii) any assignment of Developer's rights and obligations under this Agreement to
any entity with whom Developer has entered into an agreement to perform the Minimum
Improvements on behalf of Developer, the Developer has not made or created and will not make
or create or suffer to be made or created any total or partial sale, assignment, conveyance, or
lease, or any trust or power, or transfer in any other mode or form of or with respect to the
Agreement, the Development Property or the Minimum Improvements or any part thereof or any
interest therein, or any contract or agreement to do any of the same, without the prior written
approval of the Authority, which approval shall not be unreasonably withheld or delayed, unless
the Developer remains liable and bound by this Agreement in which event the Authority's
approval is not required. Any such transfer shall be subject to the provisions of this Agreement.
The foregoing shall not in any way restrict the right of the Developer to sell or transfer the
Development Property and the Minimum Improvements in connection with a sale of all or
substantially all of the assets of Developer.
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(b) in the event the Developer, upon transfer or assignment of the Development
Property or the Minimum Improvements, seeks to be released from its obligations under this
Development Agreement as to the portions of the Development Property or Minimum
Improvements that is transferred or assigned, the Authority shall be entitled to require, except as
otherwise provided in the Agreement, as conditions to any such release that:
(i) Any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the Authority, necessary and adequate to
fulfill the obligations undertaken in this Agreement by the Developer as to the portion of
the Development Property or Minimum Improvements to be transferred;
(ii) Any proposed transferee, by instrument in writing reasonably satisfactory
to the Authority and in form recordable among the land records, shall, for itself and its
successors and assigns, and expressly for the benefit of the Authority, have expressly
assumed all of the obligations of the Developer under this Agreement and the Assessment
Agreement thereafter arising as to the portion of the Development Property or Minimum
Improvements to be transferred and agreed to be subject to all the conditions and
restrictions to which the Developer is subject as to such portion; provided, however, that
the fact that any transferee of, or any other successor in interest whatsoever to, the
Development Property, or Minimum Improvements, shall not, for whatever reason, have
assumed such obligations or so agreed, and shall not (unless and only to the extent
otherwise specifically provided in this Agreement or agreed to in writing by the
• Authority) deprive the Authority of any rights or remedies or controls with respect to the
Development Property or any part thereof or the construction of the Minimum
Improvements; it being the intent of the parties as expressed in this Agreement that (to
the fullest extent permitted at law and in equity and excepting only in the manner and to
the extent specifically provided otherwise in this Agreement) no transfer of, or change
with respect to, ownership in the Development Property or any part thereof or Minimum
Improvements, or any interest therein, however consummated or occurring, and whether
voluntary or involuntary, shall operate, legally or practically, to deprive or limit the
Authority of or with respect to any rights or remedies on controls provided in or resulting
from this Agreement or the Assessment Agreement with respect to the Development
Property and the Minimum Improvements that the Authority would have had, had there
been no such transfer or change. In the absence of specific written agreement by the
Authority to the contrary, no such transfer or approval by the Authority thereof shall be
deemed to relieve the Developer, or any other parry bound in any way by this Agreement
or otherwise with respect to the construction of the Minimum Improvements, from any
of its obligations with respect thereto; and
(iii) Any and all instruments and other legal documents involved in effecting
the transfer of any interest in this Agreement, the Assessment Agreement, the
Development Property or the Minimum Improvements governed by this Article VIII, shall
be in a form reasonably satisfactory to the Authority.
411 In the event the foregoing conditions are satisfied, the Developer shall be released from its
obligation under this Agreement and the Assessment Agreement, as to the portion of the
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Development Property or the Minimum Improvements that is transferred, assigned or otherwise
•
conveyed.
(c) After issuance of the Certificate of Completion and Release of Forfeiture for the
Minimum Improvements, the Developer may transfer or assign any portion of the Development
Property or the Minimum Improvements or the Developer's interest in this Agreement without
the consent of the Authority, provided that the transferee or assignee is bound by all the
Developer's obligations hereunder, including the Assessment Agreement The Developer shall
submit to the Authority written evidence of any such transfer or assignment, including the
transferee or assignee's express assumption of the Developer's obligations under this Agreement.
if the Developer fails to provide such evidence of transfer and assumption, the Developer shall
remain bound by all it obligations under this Agreement and the Assessment Agreement.
Section 8.3. Jtelease and Indemnification Covenants. (a) The Developer releases from
and covenants and agrees that the Authority and its governing body members, officers, agents,
servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless
the Authority and its governing body members, officers, agents, servants and employees thereof
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 Minimum Improvements; provided that such liability
arises by reason of this Agreement or the performance by such persons of obligations arising
under this Agreement as opposed to, for example, actions which would be taken by such persons
if the Development Property were acquired by the Developer and developed without the benefit
of this Agreement.
(b) Except for any willful misrepresentation or any willful or wanton misconduct of
the following named parties, the Developer agrees to protect and defend the Authority and its
governing body members, officers, agents, servants and employees thereof, now or 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
this Agreement, or the transactions contemplated hereby or the acquisition, construction,
installation, ownership, and operation of the Minimum Improvements;provided that such liability
arises by reason of this Agreement or the performance by such persons of obligations arising
under this Agreement as opposed d to, for example,le, actions which would be taken by such persons
benefit
if the Development Property were acquired by the Developer and developed without the e b n
of this Agreement.
(c) The Authority and its governing body members, officers, agents, servants and
employees thereof 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 Development Property or Minimum Improvements due to any act of negligence of any
person; provided that such liability arises by reason of this Agreement or the performance by such
persons of obligations arising under this Agreement as opposed to, for example, actions which
would be taken by such persons if the Development Property were acquired by the Developer and
developed without the benefit of this Agreement.
(d) All covenants, stipulations, promises, agreements and obligations of the Authority •
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
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obligations of the Authority and not of any governing body member, officer, agent, servant or
employee of the Authority in the individual capacity thereof.
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined. The following shall be "Events of Default" under
this Agreement and the term ''Event of Default" shall mean, whenever it is used in this
Agreement, any one or more of the following events, but only if the subject event has not been
cured within 30 days after receipt of written notice of such failure from the Authority, or if the
event is by its nature incurable within 30 days, the Developer does not, within such 30-day
period, provide assurances reasonably satisfactory to the Authority that the failure will be cured
and will be cured as soon as reasonably possible:
(a) failure by the Developer to observe or perform any covenant, condition, obligation
or agreement on its part to be Observed Or performed under this Agreement or the Assessment
Agreement; or
(b) If the Developer shall
(i) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act or under any similar federal or State law; or
(ii) make an assignment for benefit of its creditors; or
(iii) admit in writing its inability to pay its debts generally as they become due;
or
(iv) be adjudicated a bankrupt or insolvent.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section
9.1 of this Agreement occurs, the Authority may exercise the following rights under this Section
9.2:
(a) Suspend its performance under this Agreement until it receives assurances that the
Developer will cure its default and continue its performance under the Agreement;
(b) Cancel and rescind or terminate this Agreement; or
(c) Take whatever action, including legal, equitable or administrative action, which
may appear necessary or desirable to collect any payments due under this Agreement, or to
enforce performance and observance of any obligation, agreement, or covenant under this
Agreement.
• Notwithstanding the foregoing, in no event shall the Authority be entitled to withhold the
Certificate of Completion and Release of Forfeiture if the Minimum Improvements have been
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substantially completed in accordance with Section 4.4 hereof, whether such completion occurs a
before or after the date required therefor, except as otherwise provided in Section 4.4(a) hereof.
Section 9.3. Revesting Title in Authority Upon Happening, of Event Subsequent to
Conveyance to Developer. In the event that subsequent to conveyance of the Development
Property to the Developer and prior to receipt by the Developer of the Certificate of Completion
and Release of Forfeiture for the Minimum Improvements:
(a) the Developer, subject to Unavoidable Delays, shall fail to begin construction of
the Minimum Improvements in conformity with this Agreement and such failure to begin
construction is not cured within ninety (90) days after written notice from the Authority to the
Developer to do so; or
(b) subject to Unavoidable Delays, the Developer after commencement of the
construction of the Minimum Improvements, fails to carry out its obligations with respect to the
completion of construction of the Minimum Improvements (including the nature and the date for
the completion thereof), or abandons or substantially suspends construction work, and any such
failure, abandonment, or suspension shall not be cured, ended, or remedied within ninety (90)
days after written demand from the Authority to the Developer to do so; or
(c) the Developer fails to pay real estate taxes or assessments on The Development
Property or any part thereof within ninety (90) days after the date when due; or
(d) there is, in violation of Section 8.2(a) of this Agreement, any transfer of the
•
Development Property, the Minimum Improvements or any part thereof, and such violation shall
not be cured within ninety (90) days after written demand by the Authority to the Developer,
then the Authority shall have the right to re-enter and take possession of the Development
Property and to terminate and revest in the Authority the estate conveyed by the Deed to the
Developer, it being the intent of this provision, together with other provisions of the Agreement,
that the conveyance of the Development Property to the Developer shall be made upon, and that
the Deed shall contain a condition subsequent to the effect that upon the occurrence of any Event
of Default on the part of the Developer and failure on the part of the Developer to remedy, end,
or abrogate such Event of Default within the period and in the manner stated in herein, the
Authority at its option may declare a termination in favor of the Authority of the title, and of all
the rights and interests in and to the Development Property conveyed to the Developer, and that
such title and all rights and interests of the Developer, and any assigns or successors in interest
to and in the Development Property, shall revert to the Authority, but only if the events stated
in Section 9.3(a)-(d) hereof have not been cured within the time periods provided above, or if
the events cannot be cured within such time periods, the Developer does not provide reasonable
assurances to the Authority that the events will be cured and will be cured as soon as reasonably
possible.
Notwithstanding anything to the contrary contained in this Section 9.3 of this Agreement,
the Authority shall have no right to reenter or retake title to and possession of the Development •
ro if the Certificate of Completion and Release of Forfeiture has been issued.
Property P
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Section 9.4. Ftsale of Reacquired Propertvs Disposition of Proceeds. Upon the revesting
in the Authority of title to and possession of the Development Property as provided in Section
9.3 of this Agreement, the Authority shall, pursuant to its responsibilities under law, use its best
efforts to sell the Development Property upon commercially reasonable terms and conditions,
subject to any existing Mortgage, as soon and in such manner as the Authority shall find feasible
and consistent with the objectives of such law to a qualified and responsible party or parties, as
reasonably determined by the Authority, who will assume, or if required by the Holder pay in
full, any existing Mortgage and assume the obligation of making or completing the Minimum
Improvements or such other improvements in their stead as shall be satisfactory to the Authority
and in accordance with the uses specified for such Development Property or part thereof in the
Project Plan or TIF Plan. Upon such resale of the Development Property, the proceeds thereof
shall be applied;
(a) First to satisfy the Mortgage of record, if required by the Holder;
(b) Second, to reimburse the Authority for all costs and expenses incurred by the
Authority, including but not limited to salaries of personnel, in connection with the recapture,
management, and resale of the Development Property (but less any income derived by the
Authority from the Development Property in connection with such management); all taxes,
assessments, and water and sewer charges with respect to the Development Property (or, in the
event the Development Property is exempt from taxation or assessment or such charge during the
period of ownership thereof by the Authority, an amount, if paid, equal to such taxes,
• assessments, or charges as determined by the assessing official as would have been payable if the
Development Property were not so exempt; any payments made or necessary to be made to
discharge any encumbrances or liens existing on the Development Property or part thereof at the
time of revesting of title thereto in the Authority 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 with
respect to the making or completion of the Minimum Improvements or any part thereof on the
Development Property or part thereof; and any amounts otherwise owing the Authority by the
Developer and its successor or transferee; and
(c) Any balance to the Developer.
Section 9.5. No 12emedy Exclusive. No remedy herein conferred upon or reserved to the
Authority or Developer 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 Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other
than such notice as may be required in Article X of this Agreement.
• Section 9.6. No Additional Waiver Died by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the
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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.
ARTICLE X
Additional provisions
Section 10.1. conflict of Interests; Authority Representatives Not Individually ; fable.
The Authority and the Developer, to the best of their respective knowledge, represent and agree
that no member, official, or employee of the Authority shall have any personal interest, direct or
indirect, in the Agreement, nor shall any such member, official, or employee 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 Developer,
or any successor in interest, upon the occurrence of any Event of Default or breach by the
Authority or for any amount which may become due to the Developer or successor or on any
obligations under the terms of this Agreement.
Section 10.2. Equal Employment Opportunity. 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 federal, State and local equal
employment and non-discrimination laws and regulations.
Section 10.3. astrictions on Use. Until the Termination Date, the Developer agrees that io
the Developer, and its successors and assigns, shall devote the Development Property to the
operation of the Minimum Improvements as a manufacturing and distribution facility with related
office space within the meaning of Section 469.176, subd. 4c, clauses (1), (2) and (6) of the TIF
Act, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the
sale, lease, or rental or in the use or occupancy of the Development Property the Minimum
Improvements, or any part thereof.
Section 10.4. Provisions Not Merged With Deed. None of the provisions of this
Agreement is intended to nor shall be merged by reason of the Deed or any other instrument
transferring any interest in the Development Property to the Developer and any such deed shall
not be deemed to affect or impair the provisions and covenants of this Agreement.
Section 10.5. 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 10.6. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under the Agreement by either party to
the other shall be sufficiently given or delivered if it is 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 the •
Developer at ; and
jtMm ,i19i 77
CT.65-3
May-29-98 12:27pm From-KENNEDY i GRAVEN 6123379310 T-832 P 27/50 F-030
S (b) in the case of the Authority, is addressed to or delivered personally to the
Authority at the Cottage Grove city hall, 7516 80th Street South, Cottage Grove, Minnesota
55016, Atm: EDA Executive Director;
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.
Section 10.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 10.8. Recording. The Authority shall record this Agreement and any amendments
thereto with the County recorder. The Developer shall pay all costs for recording.
Section 10.9. Covenants Running with the Land. The terms and provisions of this
Agreement shall be deemed to be covenants running with the Development Property and shall
be binding upon my successors or assigns of the Developer and any future owners or
encumbrancers of the Development Property.
Section 10.10. Modifications. This Agreement may be modified solely through written
amendments thereto executed by Developer and the Authority.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
• executed in their behalf by their authorized representatives on or as of the date first above
written.
•
R$B14t194 2�
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May-28-68 12:2Tpm From—KENNEDY & GRAVEN 8123376310 T-832 P 28/50 F-030
COTTAGE GROVE ECONOMIC
DEVELOPMENT AUTHORITY
By —
Its President
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998 by and , the President and
Executive Director, respectively, of the Cottage Grove Economic Development Authority, a
public body corporate and politic under the laws of Minnesota, on behalf of the Economic
Development Authority.
Notary Public
11111
•
RF41..19, 24
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May-29-98 12:28pm From-KENNEDY 8 GRAVEN 6123379310 T-932 P 29/50 F-030
RENEWAL BY ANDERSEN, INC.
By
Its _
By
Its
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
1998 by and , the
and , respectively, of Renewal by Andersen, Inc., a
Minnesota corporation, on behalf of the corporation.
Notary Public
•
WIHl••19• 25
Ci'1o5.3
May-29-98 12:28pm From-KENNEDY i GRAVEN 6123379310 T-832 P 30/50 F-030
EXHIBIT A •
LEGAL. DESCRIPTION OF THE DEVELOPMENT PROPERTY
That part of the Southwest Quarter of Section 21, Township 27, Range 21, Washington County,
Minnesota, described as follows:
Commencing at the southeast corner of said Southwest Quarter; thence North 89
degrees 53 minutes 43 seconds West,assumed bearing, along the south line of said
Southwest Quarter, a distance of 610.00 feet to the westerly line of Jamaica
Avenue, which is the point of beginning of land to be described;thence continuing
North 89 degrees 53 minutes 43 seconds West, along said south line, a distance
of 1242.91 feet; thence North 0 degrees 07 minutes 51 seconds East, parallel with
said Jamaica Avenue, a distance of 1272.80 feet; thence South 74 degrees 28
minutes 27 seconds East a distance of 1289.17 feet to the westerly line of said
Jamaica Avenue; thence South 0 degrees 07 minutes 51 seconds West, along the
westerly line of said Jamaica Avenue, a distance of 930.00 feet to the point of
beginning. Except the Southerly 50,00 feet thereof.
1111
•
Rxal„ly+ A.j
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_ May-29-98 12:28pm From-KENNEDY i GRAVEN 6123379310 T-832 P 31/50 F-030
410 EXHIBIT B
FORM OF
LIMITED WARRANTY DEED
THIS INDENTURE, is made this day of , 1998 by and between the
Cottage Grove Economic Development Authority, a public body corporate and politic under the
laws of Minnesota(the "Grantor"),and Renewal by Andersen, Inc., a Minnesota corporation, (the
"Grantee").
WITNESSETH, that Grantor, in consideration of the sum of one dollar ($1) and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
does hereby gram, bargain and convey to the Grantee, its successors and assigns forever, all the
tract or parcel of land lying and being in the County of Washington and State of Minnesota
described as follows, to-wit (such tract or parcel of land is hereinafter referred to as the
"Property"):
[insert legal description]
• To have and to hold the same, together with all the hereditaments and appurtenances
thereunto belonging in anyway appertaining, to the said Grantee, its successors and assigns,
forever. Grantor covenants and represents that Grantor has not made, done, executed or suffered
any act or thing whereby the Propeny or any part thereof, now or any time hereafter, shall or
may be imperiled, changed or encumbered in any manner, and Grantor will warrant the title to
the Property against all persons claiming the same from or through Grantor as a result of any
such act or thing;
Provided:
SECTION 1.
It is understood and agreed that this Deed is subject to the covenants, conditions,
restrictions and provisions of that certain Contract for Private Development dated as of the
day of , 1998 (the "Development Agreement") between the Grantor and Grantee and
that the Grantee shall not convey this Property, or any part thereof, except as permitted by the
Development Agreement until a Certificate of Completion and Release of Forfeiture releasing the
Grantee from certain obligations of said Development Agreement as to this Property or such part
thereof then to be conveyed, has been placed of record. This provision, however, shall in no way
prevent the Grantee from mortgaging this Property in order to obtain funds for erecting
improvements thereon in conformity with the Development Agreement, any applicable
development program and applicable provisions of the zoning ordinance of the city of Cottage
• Grove, Minnesota, or for the refinancing of the same unless the context clearly indicates to the
contrary, the defined terms in this Deed shall have the same meaning as they do in the
Development Agreement.
C1':655-3-3
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May-29-98 12:28pm From-KENNEDY i CRAVEN 6123376310 T-832 P 32/50 F-030
It is specifically agreed that the Grantee shall commence and prosecute to completion the
development of the Property through the construction of the Minimum Improvements thereon,
as provided in the Development Agreement.
Promptly after completion of the Minimum Improvements in accordance with the
provisions of the Development Agreement, the Grantor will furnish the Grantee with an
appropriate instrument so certifying in the forom of shall Certificatea °sliCall beetion so providedand
Release
e neof
the
Forfeiture. Such certification by the Gran
certification itself) a conclusive determination of satisfaction and termination of the agreements
and covenants of the Development Agreement and of this Deed with respect to the obligation of
the Grantee, and its successors and assigns, to construct the Minimum Improvements and the
dates for the beginning and completion thereof. Such certification and such determination shall
not constitute evidence of compliance with or satisfaction of any obligation of the Grantee to any
holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the
purchase of the Property hereby conveyed or the Minimum Improvements, or any part thereof.
All certification provided for herein shall be in such form as will enable it to be recorded
with the County Recorder, or Registrar of Titles, Washington County, Minnesota. If the Grantor
shall refuse or fail to provide any such certification in accordance with the provisions of the
Development Agreement and this Deed, the Grantor shall, within thirty (30) days after written
request by the Grantee, provide the Grantee with a written statement indicating in adequate detail
in what respects the Grantee has failed to complete the Minimum Improvements in accordance
with the provisions of the Development Agreement or is otherwise in default, and what measures io
or acts it will be necessary, in the opinion of the Grantor, for the Grantee to take or perform in
order to obtain such certification.
SECTION 2.
In the event prior to the recording of the Certificate of Completion and Release of
Forfeiture hereinabove referred to:
(a) the Grantee, subject to Unavoidable Delays, fails to begin construction of the
Minimum Improvements in conformity with the Development Agreement and such failure to
begin construction is not cured within ninety (90) days after written notice from the Grantor to
the Grantee to do so; or
(b) subject to Unavoidable Delays, the Grantee after commencement of the
construction of the Minimum Improvements, fails to carry out its obligations with respect to the
completion of construction of the Minimum Improvements (including the nature and the date for
the completion thereof), or abandons or substantially suspends construction work, and any such
failure, abandonment, or suspension shall not be cured, ended, or remedied within ninety (90)
days after written demand from the Grantor to the Grantee to do so; or
(c) the Grantee fails to pay real estate taxes or assessments on the Property or any part •
thereof within ninety (90) days after the date when due; or
RK6144194 $-2
CT165-3
May-29-98 12:29am From-KENNEDY i GRAVEN 6123379310 T-832 P 33/50 F-030
(d) there is, in violation of Section 8.2(a) of the Development Agreement, any transfer
of the Property, the Minimum Improvements or any part thereof, and such violation shall not be
cured within ninety (90) days after written demand by the Grantor to the Grantee,
then the Grantor shall have the right to re-enter and take possession of the Property and to
terminate and revest in the Grantor the estate conveyed by this Deed to the Grantee, its assigns
or successors in interest, but only if the events stated in Section 2(a)-(d) of this Deed have not
been cured within the time periods provided above.
SECTION 3.
The Grantee agrees for itself and its successors and assigns to or of the Property or any
part thereof, hereinbefore described, that the Grantee and such successors and assigns shall, until
the Termination Date:
(a) Devote the Property and the Minimum Improvements to, and only to and
in accordance with the uses specified in Section 10.3 of the Development Agreement;
(b) Not discriminate on the basis of race, color, creed, national origin, or sex
in the sale, lease, rental, or in the use or occupancy of the Property or the Minimum
Improvements erected or to be erected thereon, or any part thereof; and
• (c) Comply with the provisions of Sections 5.1, 6.1, 6.2 and 6.4 of the
Development Agreement relating to insurance coverage, the timely payment of real
property taxes, maintenance of taxable status, and payment of tax increment deficiencies.
It is intended and agreed that the above and foregoing agreements and covenants shall be
covenants running with the land until the Termination Date, and that they shall, in any event, and
without regard to technical classification or designation, legal or otherwise, and except only as
otherwise specifically provided in this Deed, be binding, to the fullest extent permitted by law
and equity for the benefit and in favor of, and enforceable by, the Grantor against the Grantee,
its successors and assigns, and every successor in interest to the Property, or any part thereof or
any interest therein, and any party in possession or occupancy of the Property or any part thereof.
In amplification, and not in restriction of, the provisions of the preceding section, it is
intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and
covenants provided herein, both for and in its own right, and also for the purposes of protecting
the interest of the community and the other parties, public or private, in whose favor or for whose
benefit these agreements and covenants have been provided. Such agreements and covenants
shall run in favor of the Grantor without regard to whether the Grantor has at any time been,
remains, or is an owner of any land or interest therein to, or in favor of, which such agreements
and covenants relate. The Grantor shall have the right, in the event of any breach of any such
agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits
at law or in equity or other proper proceedings to enforce the curing of such breach of agreement
• or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled;
provided that Grantor shall not have any right to re-enter the Property or revest in the Grantor
Rx8144194 B_3
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. I
May-28-88 12:28pm From-KENNEDY i GRAVEN 6123378310 T-832 P 34/50 F-030 -
the estate conveyed by this Deed on grounds of Grantee's failure to comply with its obligations
41)
under this Section 3.
SECTION 4.
This Deed is also given subject to:
(a) Covenants, conditions and restrictions contained in Project Plan for
Development District No. 1 as amended as of the date of the Agreement;
(b) Provision of the ordinances, building and zoning laws of the city of Cottage
Grove, state and federal laws and regulations in so far as they affect this real estate; and
(c) Provisions of Minnesota Statutes, section 469.105 regarding use of the
Property by the Grantee.
Grantor certifies that it does not know of any wells on the Property.
Consideration for this transfer is less than $500.00.
•
•
Rh9444194 $-4
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_ May-29-9B 12:29pm From-KENNEDY 8 GRAVEN 6123379310 T-632 P 35/50 F-030
IN WITNESS WHEREOF,the Grantor has caused this Limited Warranty Deed to be duly
executed in its behalf by its authorized representatives on or as of the date first above written.
GRANTOR
COTTAGE GROVE ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 1998 by and , the President and
Executive Director, respectively, of the Cottage Grove Economic Development Authority, a
public body corporate and politic under the laws of Minnesota, on behalf' of the Economic
• Development Authority.
Notary Public
This instrument was drafted by;
Kennedy & Graven, Chartered
470 Pillsbury Center
Minneapolis, Minnesota 55402
(612) 337-9300
•
RKB14j194 -5
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May-29-98 12:30am From-KENNEDY & GRAVEN 6123379310 7-632 P 36/50 F-030
EXHIBIT C I
FORM OF
ASSESSMENT AGREEMENT
and
ASSESSOR'S CERTIFICATION
By and Between •
COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY,
COTTAGE GROVE, MINNESOTA
and
RENEWAL BY ANDERSEN, INC.
This Document was drafted by:
KENNEDY & GRAVEN, Chartered
470 Pillsbury Center
Minneapolis, Minnesota 55402 •
(612) 337-9300
5R014119s
CT
trios-a C-1
May-28-88 12:30am From-KENNEDY & GRAVEN 6123378310 T-832 P 37/50 F-030
ASSESSMENT AGREEMENT
THIS AGREEMENT, made on or as of the day of , 1998, and
between the Cottage Grove Economic Development Authority,a public body corporate and politic
under the laws of Minnesota (the "Authority") and Renewal by Andersen, Inc., a Minnesota
corporation, (the "Developer").
WITNESSETH:
WHEREAS, on or before the date hereof, the Authority and Developer have entered into
a Contract for Private Development (the "Development Agreement") regarding certain real
property located in the city of Cottage Grove, Washington County, Minnesota, pursuant to which
the Authority is to facilitate development of certain property (the 'Property") and legally
described in Exhibit A attached hereto; and
WHEREAS, pursuant to the Development Agreement, the Developer is obligated to
construct a 220,000 square foot manufacturing and distribution facility with related office space
upon the Property (the "Minimum Improvements"); and
WHEREAS, the Authority and Developer desire to establish a minimum market value for
the Property and the Minimum Improvements constructed thereon (the "Minimum Market
• Value"), pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; and
WHEREAS, the Authority and the Assessor for Washington County (the "Assessor")have
reviewed the preliminary plans and specifications fur the Minimum Improvements.
NOW, THEREFORE, the parties to this Agreement, in consideration of the promises,
covenants and agreements made by each to the other, do hereby agree as follows:
1. The Minimum Market Value which shall be assessed for the Property described
in Exhibit A, together with the Minimum Improvements thereon, shall be $8,400,000 as of
January 2, 1999, notwithstanding any failure to complete construction of' such Minimum
Improvements by that date.
2. The Minimum Market Value herein established shall be of no further force and
effect and this Agreement shall terminate on the Termination Date (as defined in the
Development Agreement).
3. This Agreement shall be promptly recorded by the Authority. The Developer shall
pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to, nor shall
they be construed as, modifying the terms of the Development Agreement between the Authority
• and the Developer.
ttnai,9194 C-2
m65-3
May-29-98 12:30am From-KENNEDY £ GRAVEN 6123378310 T-832 P 38/50 F-030
5. This Agreement shall inure to the benefit of and be binding upon the successors1111
and assigns of the parties.
6, Each of the parties has authority to enter into this Agreement and to take all
actions required of it, and has taken all actions necessary to authorize the execution and delivery
of this Agreement.
7. In the event any provision of this Agreement shall be held invalid or unenforceable
by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable
any other provision hereof.
8. The parties hereto agree that they will, from time to time, execute, acknowledge
and deliver,or cause to be executed, acknowledged and delivered, such supplements,amendments
and modifications hereto, and such further instruments as may reasonably be required for
correcting any inadequate, or incorrect, or amended description of the Property, or for carrying
out the expressed intention of this Agreement, including, without limitation, any further
instruments required to delete from the description of the Property such part or parts as may be
included within a separate assessment agreement, and any instrument necessary to confirm the
occurrence of the Termination Date and thereby the termination of this Agreement.
9. Except as provided in Section 8 of this Agreement, this Agreement may not be
amended nor any of its terms modified except by a writing authorized and executed by all parties
hereto.
10. This Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
11. This Agreement shall be governed by and construed in accordance with the laws
of the State of Minnesota.
COTTAGE GROVE ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
By ..
Its Executive Director
RhHlyol9i C-3c1-1.65-3
May-29-98 12:30pm From-KENNEDY i GRAVEN 6123378310 T-832 P 39/90 F-030
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of
, 1998, by and , the President
and Executive Director, respectively, of the Cottage Grove Economic Development Authority,
a public body corporate and politic under the laws of Minnesota, on behalf of the Economic
Development Authority.
Notary Public
1110
.
Rtteleti194 /�-4
C':165-3 l
May-29-98 12:30pm From-KENNEDY & GRAVEN 6123376310 T-832 P 40/90 F-030
RENEWAL BY ANDERSEN, INC.
By
Its
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998,by and ,the
and , respectively, of Renewal by Andersen, Inc., a Minnesota corporation,
on behalf of the corporation.
Notary Public
•
RM8144194 C-5
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May-29-98 12:31pm From-KENNEDY i GRAVEN 6123379310 T-832 P 41/50 F-030
CERTIFICATION BY COUNTY ASSESSOR
The undersigned, having reviewed the plans and specifications for improvements
consisting of an approximately 220,000 square foot manufacturing and distribution facility with
related office space to be constructed on the land described in the Assessment Agreement by and
between the Cottage Grove Economic Development Authority and Renewal by Andersen, Inc.
attached hereto ("Assessment Agreement"), and having reviewed the minimum market value
assigned to such land and proposed improvements as set forth in the Assessment Agreement,
which minimum market value is $8,400,000, hereby certifies as follows: The undersigned
Assessor, being legally responsible for the assessment of the above described property, hereby
certifies that the values assigned to the land and improvements are reasonable.
County Assessor for the
County of Washington, State of Minnesota
STATE OF MINNESOTA )
) ss
• COUNTY OF
The foregoing instrument was acknowledged before me this day of
1998 by , the County Assessor of the County of Washington, State of
Minnesota.
Notary Public
Rifinte199 C-6
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May-29-98 12:31pm From-KENNEDY i GRAVEN 6123379310 T-832 P 42/50 F-030 -
EXHIBIT A of ASSESSMENT AGREEMENT •
legal Description of Property
That part of the Southwest Quarter of Section 21, Township 27, Range 21, Washington County,
Minnesota, described as follows:
Commencing at the southeast corner of said Southwest Quarter; thence North 89
degrees 53 minutes 43 seconds West, assumed bearing, along the south line of said
Southwest Quarter, a distance of 610.00 feet to the westerly line of Jamaica
Avenue, which is the point of beginning of land to be described;thence continuing
North 89 degrees 53 minutes 43 seconds West, along said south line, a distance
of 1242.91 feet; thence North 0 degrees 07 minutes 51 seconds East, parallel with
said Jamaica Avenue, a distance of 1272.80 feet; thence South 74 degrees 28
minutes 27 seconds East a distance of 1289.17 feet to the westerly line of said
Jamaica Avenue; thence South 0 degrees 07 minutes 51 seconds West, along the
westerly line of said Jamaica Avenue, a distance of 930.00 feet to the point of
beginning. Except the Southerly 50.00 feet thereof.
•
•
Rrtb14 4194 C.7
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May-29-88 12:31pm From-KENNEDY £ GRAVEN 6123379310 T-832 P 43/50 F-030
o EXHIBIT I)
FORM OF
CERTIFICATE OF COMPLETION
AND RELEASE OF FORFEITURE
WHEREAS, the Cottage Grove Economic Development Authority, a public body
corporate and politic under the laws of Minnesota (the "Grantor"), by a Deed recorded in the
office of the County Recorder or the Registrar of Titles in and for the County of Washington and
State of Minnesota, as Document Number , has conveyed to Renewal by Andersen,
Inc., a Minnesota corporation (the "Grantee"), the following described land in County of
Washington and State of Minnesota, to-wit:
[legal to be completed]
and
WHEREAS, said Deed contained certain covenants and restrictions set forth in Sections
1 and 2 of said Deed; and
• WHEREAS, said Grantee has performed said covenants and conditions in a manner
deemed sufficient by the Grantor to permit the execution and recording of this certification.
NOW, THEREFORE, this is to certify that all building construction and other physical
improvements specified to be done and made by the Grantee have been completed and the above
covenants and conditions in said Deed and the agreements and covenants in Article IV of the
Development Agreement by and between the Grantor and Grantee dated as of the _ day of
, 1998 and recorded on the day of , 1998 as Document No.
, have been performed by the Grantee therein and that the provisions for forfeiture
of title and right to re-entry for breach of condition subsequent by Grantor is hereby released
absolutely and forever, and the County Recorder or the Registrar of Titles in and for the County
of Washington and State of Minnesota is hereby authori2ed to accept for recording and to record,
the tiling of this instrument, to be a conclusive determination of the satisfactory termination of
the covenants and conditions of Article IV of the Development Agreement referred to in said
Deed and of Sections 1 and 2 of such Deed, but the covenants created by Sections 3 and 4 of
said Deed shall remain in full force and effect.
Dated: , 19_. COTTAGE GROVE ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
• By
Its Executive Director
R1iB14419i
CT165-3 D-1
May-29-98 12:31pm From-KENNEDY i GRAVEN 6123379310 T-832 P 44/50 F-030
STATE OF MINNESOTA ) S
) ss.
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of
, 1998, by and , the President
and Executive Director, respectively, of the Cottage Grove Economic Development Authority,
a public body corporate and politic under the laws of Minnesota, on behalf of the Economic
Development Authority.
Notary Public
•
•
Cfl65-390
[5165-3 D-7
May-22-26 12:31pm From-KENNEDY 8 GRAVEN 6123372310 T-632 P 45/50 F-030
EXHIBIT E
FORM OF
PETITION FOR PUBLIC IMPROVEMENTS AND
WAIVER OF SPECIAL ASSESSMENT APPEAL
THIS AGREEMENT made this day of _, 1998, by and between the
City of Cottage Grove, a Minnesota municipal corporation (the "City"); and Renewal by
Andersen, Inc., a Minnesota corporation ("Andersen");
WITNESSETH:
WHEREAS, Andersen has acquired or will acquire fee title to certain real property located
in Cottage Grove, Minnesota and legally described on Exhibit A attached hereto, (the
"Development Property"); and
WHEREAS, Andersen and the Cottage Grove Economic Development Authority (the
• "Authority")have entered into an agreement regarding development of the Development Property;
and
WHEREAS, Andersen desires that the Development Property be served by a new public
road to be named 97th Street South which will extend from Jamaica Avenue westward a distance
of approximately 1500 feet; and
WHEREAS, the City intends to construct the new 97th Street South at the request of
Andersen (the "Improvement Project") in order to provide enhanced access to the Development
Property; and
WHEREAS, the City intends to construct the Improvement Project and to assess the cost
thereof against the Development Property; and
WHEREAS, Andersen wishes the City to construct the Improvement Project without
• onthe Improvement Project, and without notice of hearingor hearing
notice of hearingor hearing m
8 P
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•
May-29-88 12:32om From-KENNEDY & GRAVEN 6123379310 7-832 P 46/50 F-030
•
on the special assessments levied against the Development Property to finance the Improvement
•
Project; and
WHEREAS, the City is willing to construct the Improvement Project in accordance with
the request by Andersen and without such notices or hearings, provided the assurances and
covenants hereinafter stated are made by Andersen to ensure that the City will have valid and
collectable special assessments as they relate to the Development Property to finance the cost of
the Improvement Project; and
WHEREAS, were it not for the assurances and covenants hereinafter provided, the City
would not construct the Improvement Project and is doing so solely at the behest, and for the
•
benefit, of Andersen;
NOW, THEREFORE, ON THE BASIS OF THE PREMISES AND THE MUTUAL
COVENANTS AND OBLIGATIONS HEREINAFTER PROVIDED,THE PARTIES HERETO
AGREE AS FOLLOWS:
1. Andersen hereby petitions the City for construction of the Improvement Project, consisting
generally of the construction of a new 97th Street South from Jamaica Avenue westward
approximately 1500 feet.
2. Andersen represents and warrants it is the fee owner of the Development Property and
that it has full legal power and authority to encumber the Development Property as herein
provided.
3. Andersen consents to the City levying special assessments for the Improvement e Projectw
ain gainst the Development Property in the amount of$
th
Minn. at., Section 429.061 and City practices.
4.
Andersen waives notice of hearing and hearing pursuant to Minn. Stat. Section 429.031,
on the Improvement Project and notice of hearing and hearing on the special assessments
levied to finance the Improvement Project pursuant constructedo 1inn. and Section
special 29.061 assessmand
specifically requests that the Improvement Project
be levied against the Development Property therefor without hearings.
5. Andersen waives the right to appeal the levy of special assessments in accordance with
this Agreement pursuant to tat
Minn. S . Section 429.081, and further specifically agrees •
with respect to such special assessments against the Development Property that:
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• a. The increase in fair market value to the Development Property resulting from
construction of the Improvement Project will be at least equal to the amount of the
project cost which is assessed against the Development Property, and that such
increase in fair market value is a special benefit to the Development Property.
b. Any requirements of Minn. Stat., Chapter 429 with which the City does not
comply are hereby waived by Andersen; and
6. Special assessments against the Development Property shall be payable over such period
as the City may determine, but not less than ,T years, and shall bear interest at a rate
determined by the City, but not more than _% per annum. The first installment of
interest shall be included in the first tax rolls completed after adoption of the special
assessments by the City.
7. The covenants, waivers and agreements contained in this Agreement shall bind the
successors and assigns of Andersen and shall run with the Development Property and bind
all successors in interest thereof. It is the intent of the parties hereto that this Agreement
be in a form which is recordable among the land records of Washington County,
Minnesota and Andersen agrees to make any changes in this Agreement which may be
necessary to effect the recording and filing of this Agreement against the title of the
Development Property.
. 8. This Agreement shall terminate upon the final payment of all special assessments levied
against the Development Property regarding the Improvement Project, and the City shall
execute and deliver such documents, in recordable form, as are necessary to extinguish
its rights hereunder upon receipt of such final payment.
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May-29-98 12:32pm From-KENNEDY & GRAVEN 8123379310 T-832 P 48/50 F-030
f
day WITNESS WHEREOF, the parties have set their hands the d y and year first written
above.
•
COTTAGE GROVE ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998 by and , the President and
Executive Director, respectively, of the Cottage Grove Economic Development Authority, a
public body corporate and politic udder the laws of Minnesota, on behalf of the Economic .
Development Authority.
Notary Public
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, May-29-98 12:32pm From-KENNEDY i GRAVEN 6123379310 T-832 P 49/50 F-030
• RENEWAL BY ANDERSEN, INC.
By
Its
By
its _
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
1998 by and , the
and , respectively, of Renewal by Andersen, Inc., a
Minnesota corporation, on behalf of the corporation.
•
Notary-Public
•
xxa1.,l w4 E-S
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May-29-98 12:33am From-KENNEDY i GRAVEN 6123379310 T-632 P 50/50 F-030
i
EXHIBIT A •
LEGAL DESCRIPTION OF THE DEVELOPMENT PROPERTY
That part of the Southwest Quarter of Section 21, Township 27, Range 21, Washington County,
Minnesota, described as follows:
Commencing at the southeast corner of said Southwest Quarter; thence North 89
degrees 53 minutes 43 seconds West, assumed bearing, along the south line of said
Southwest Quarter, a distance of 610.00 feet to the westerly line of Jamaica
Avenue, which is the point of beginning of land to be described; thence continuing
North 89 degrees 53 minutes 43 seconds West, along said south line, a distance
of 1242.91 feet; thence North 0 degrees 07 minutes 51 seconds East, parallel with
said Jamaica Avenue, a distance of 1272.80 feet; thence South 74 degrees 28
minutes 27 seconds East a distance 01 1289.17 feet to the westerly line of said
Jamaica Avenue; thence South 0 degrees 07 minutes 51 seconds West, along the
westerly line of said Jamaica Avenue, a distance of 930.00 feet to the point of
beginning. Except the Southerly 50.00 feet thereof.
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