HomeMy WebLinkAboutResolution - HRA 2002-03 - Amending TIF Plan for TIF District 17 - 12/12/2002 • HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,MINNESOTA
HRA RESOLUTION NO. 2002-03
A RESOLUTION AMENDING THE TAX INCREMENT FINANCING PLAN
FOR TAX INCREMENT FINANCING DISTRICT NO. 17
BE IT RESOLVED, by the Housing and Redevelopment Authority in and for the Eden
Prairie,Minnesota(the"City") as follows:
Section 1. Recitals.
1.01. On March 20, 2001, the Housing and Redevelopment Authority in and for the
City of Eden Prairie, Minnesota (the "Authority"),pursuant to the Minnesota Tax
Increment Financing Act, Minnesota Statutes Sections 469.174 to 469.179 as
amended (the "Act") created Tax Increment Financing District No. 17 and
approved the Tax Increment Financing Plan related thereto following a public
hearing conducted in accordance with the Act.
1.02. On May 16, 2001, amended the Tax Increment Financing Plan to correct the legal
• description.
1.03. Subsequent to the adoption of Tax Increment Finance District No. 17, the Tax
Increment Financing Plan, and the Amendment of May 16, 2001, it has been
determined that further amendments are necessary to the Tax Increment Financing
Plan.
Section 2 Approval of Amendment No. 1 to the Tax Increment Financing Plan.
2.01. The Tax Increment Financing Plan is amended in its entirety as set forth in the
document entitled Amendment No. 1 to the Tax Increment Financing Plan for Tax
Increment Financing (Qualified Housing) District No. 17 (The Colony at Eden
Prairie, formerly Rolling Hills Senior Housing Campus) prepared by Springsted
Incorporated and dated November 4, 2002, as attached hereto.
ADOPTED by the Housing and Redevelopment Authority in and for the City of Eden
Prairie,Minnesota this 12th day of November,2002.
cy T -L ns
ATTEST:
Scott eal, Exe'u " e for
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is entered into this 76' day of May, 2002 (the
"Effective Date") by and between the COUNTY OF HENNEPIN, a political subdivision of the
State of Minnesota, with an address of A-2303 Government Center, 300 South Sixth Street,
Minneapolis, MN 55487 (the "Seller") and the HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE,with an address of 8080 Mitchell
Road, Eden Prairie, MN 55344 (the "Buyer"). This Agreement sometimes refers to Seller and
Buyer individually as a"Party"and collectively as the"Parties."
RECITALS
WHEREAS, Seller is the owner of 4.4 acres of real property known by the Parties as
Parcel B. which is legally described on the attached Exhibit A, and located in the City of Eden
Prairie,Hennepin County,Minnesota(the"Property"); and
WHEREAS,Buyer desires to purchase the Property; and
WHEREAS, Seller is willing to sell the Property to Buyer for public use in accordance
with Minnesota Statutes Section 465.035, and subject to the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the mutual promises made herein, the Parties
agree as follows:
1. Pro e The term "Property" as used in this Agreement refers to the real
property legally described in Exhibit A, and shall include all hereditaments and
appurtenances to the Property.
2. Purchase and Sale. Seller agrees to sell the Property to Buyer pursuant to the
terms of this Agreement, and Buyer agrees to purchase the Property from Seller
pursuant to the terms of this Agreement.
3. Purchase Price. The total purchase price to be paid by Buyer for the purchase of
the Property is Three Hundred Eighty Thousand and 00/100 Dollars
($380,000.00) (the "Purchase Price"). Buyer shall pay the Purchase Price as
follows:
(a) At the Closing, Buyer shall pay to Seller a Down Payment of$63,333.35
in cash,certified check or cashier's check;
(b) The balance of the Purchase Price shall be paid on a Contract for Deed in
the form of Exhibit B attached hereto,which requires five annual principal
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payments of$63,333.33 each, and annual payments based on a variable
prime rate of interest capped at the initial interest rate set on the date of
Closing.
4. Conveyance Terms. Upon Buyer's full performance of the Contract for Deed,
Seller shall execute and deliver to Buyer a Quit Claim Deed (the "Deed")
conveying fee title to the Property to Buyer subject to a reservation of mineral
rights by Seller in accordance with Minnesota Statutes Section 373.01, subd. 1.
5. Possession. Seller shall deliver possession of the Property to Buyer at Closing.
6. Due Diligence Period.
6.1 Buyer's Investigation. Except for the environmental reports referred to in
Section 6.3 hereof, during the period commencing on the Effective Date
and ending on the 45th day thereafter (the "Due Diligence Period"),Buyer
may make such investigation and evaluation of the Property as it deems
appropriate.
6.2 Access and Investigation. Seller shall immediately following the Effective
Date allow Buyer and Buyer's agents, access to the Property without
charge and at all reasonable times for the purpose of Buyer's investigation
and testing the same. Buyer shall pay all costs and expenses of such
investigation and testing and shall indemnify and hold Seller and the
Property harmless from all costs and liabilities relating to Buyer's
activities. Buyer shall further promptly repair and restore any damage to
the Property caused by or occurring during Buyer's testing and return the
Property to substantially the same condition as existed prior to such entry.
6.3 Environmental Reports. Buyer shall' have approved, in Buyer's sole
discretion, an updated Phase I Environmental Report, and written results
of two soil borings, four soil samples, and one water sample, to be
prepared with regard to the Property by an environmental consultant
reasonably acceptable to Buyer at Seller's cost and expense. Seller will
attempt to deliver such reports to Buyer within-thirty (30) days of the
Effective Date. Buyer shall have fifteen (15) days to review the reports
after they have been delivered to Buyer (hereinafter the "Environmental
Due Diligence Period").
6.4 Testing. Buyer shall have determined, on or before the expiration of the
Due Diligence Period, that it is'satisfied with the results of and matters
disclosed by the reports provided by the County in accordance with
Section 6.3, and any other soil tests, engineering inspections, hazardous
waste and environmental reviews of the Property, all such other tests,
inspections and reviews to be obtained at Buyer's sole cost and expense.
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6.5 Right of Termination. If Buyer is not satisfied with the results of its
investigation and evaluation of the Property, in Buyer's sole discretion,
Buyer may,prior to the end of the Due Diligence Period, and with respect
to Section 6.3 prior to the end of the Environmental Due Diligence Period,
terminate this Agreement by written notice from Buyer to Seller. Such
notice of termination may be given at any time on or before the expiration
of the Due Diligence Period or Environmental Due Diligence Period.
Upon such termination (a) Buyer and Seller shall execute a recordable
written termination of this Agreement, which shall include Buyer's quit
claim of any interest in and to the Real Property, and thereafter neither
party will have any further rights or obligations regarding this Agreement
or the Property. If Buyer does not terminate this Agreement as provided
in this Section 6.5 by the expiration of the.Due Diligence Period or the
Environmental Due Diligence Period, Buyer's right of termination
pursuant to this Section 6.5 shall be deemed waived and the parties shall
proceed to consummate the Closing subject to the terms and conditions
hereof.
7. Closing. The closing of the transaction contemplated by this Agreement (the
"Closing") shall occur at Hennepin County Department of Transit & Community
Works, 417 North Fifth Street, Suite 320, Minneapolis, Minnesota, or at such
other place agreed upon by the Parties, on June 28, 2002, or on such other date as
may be agreed upon by the Parties.
(a) At Closing, Seller shall:
(i) Execute the Contract for Deed;
(ii) Execute and deliver to Buyer an affidavit evidencing the absence
of bankruptcies, judgments affecting the Property, or tax liens
involving parties with the same or similar names as the Seller and
evidencing the absence of mechanic's lien rights affecting the
Property, unrecorded interests affecting the Property, persons in
possession of the Property and known encroachments or boundary
line questions affecting the Property;
(iii) Execute and deliver to Buyer, a completed Minnesota Well
Disclosure Certificate or include on the Deed the statement "The
Seller certifies that the Seller does not know of any wells on the
described real property,"
(iv) Execute and deliver to Buyer any other document that is
reasonably requested of Seller;
(v) Execute a Bring-down Certificate;
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(vi) Execute a Designation Agreement designating the "reporting
person"for purposes of completing Internal Revenue Form 1099;
(vii) If the Property contains or contained a storage tank, execute an
affidavit with respect thereto, as required by Minn. Stat. § 116.48;
and
(b) At Closing,Buyer shall:
(i) Tender the Down Payment to Seller pursuant to the provisions of
Section 3 above;
(ii)
(iii) Execute and deliver to Seller the Contract for Deed and any other
document that is reasonably requested of Buyer;
(iv) Record and pay for recording the Contract for Deed; and
(v) Execute a Designation Agreement designating the "reporting
person"for purposes of completing Internal Revenue Form 1099.
8. Prorations. Seller and Buyer agree to the following prorations and allocation of
costs regarding this Agreement:
8.1 Deed Tax. Seller shall pay all state deed tax regarding the Quit Claim
Deed to be delivered by Seller under this Agreement.
8.2 Real Estate Taxes and Special Assessments. The Parties shall pay the real
estate taxes and special assessments as follows:
(a) At or before the Closing, Seller shall pay all real estate taxes due
and payable with respect to the Property as of the date of Closing;
(b) At or before the Closing, Seller shall pay all special assessments
levied or pending against the Property as of the date of Closing;
(c) Buyer shall pay all real estate taxes due and payable following the
date of Closing;
(d) Buyer shall pay all special assessments levied or pending against
the Property following the date of Closing.
8.3 Recording Costs. Seller will pay the cost of recording all documents
necessary to place record title in the condition warranted and requested by
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Buyer in this Agreement, and Buyer shall pay the cost of recording all
other documents.
8.4 Other Costs. All other operating costs of the Property will be allocated
between Seller and Buyer as of the Closing Date, so that Seller will pay
that part of such other operating costs payable before the Closing Date,
and Buyer will pay that part of such operating costs payable from and after
the Closing Date.
8.5 Title Insurance and Closing Fee. Buyer will pay all costs of the Title
Evidence and the fees charged by Title for any escrow required regarding
Buyer's objections. Buyer will pay the cost of the Owner's Title Policy
issued as is currently available. Buyer will pay all the closing fees or
charges imposed by any closing agent designated by the Title Company.
8.6 Survey. Buyer shall pay for any survey it undertakes.
9. Title Examination. Title examination will be conducted as follows:
9.1 Title Evidence. Buyer shall within 20 days after the Effective Date, obtain
at Buyer's cost and expense the following(collectively"Title Evidence'):
9.1.1 Title Insurance Commitment. A commitment ("Title
Commitment") for an ALTA Form B 1992 Owner's Policy of Title
Insurance insuring title to the Property, in the amount of the
Purchase Price, issued by Title. The Title Commitment will
commit Title to insure title to the Property.
9.1.2 Survey. A survey prepared by a Registered Land Surveyor
properly licensed to practice in the State of Minnesota. The
Survey shall show the Property and the location of all buildings,
improvements and easements located on the Property and shall be
prepared as required by Title in order to allow Title to issue an
owner's policy of title insurance with regard to the Real Property
without any exception for survey matters.
9.2 Buyer's Objections. Within 20 days after receiving the last of the Title
Evidence, Buyer shall make written title objections ("Objections") to the
form and/or contents of the Title Evidence. Buyer's failure to make
Objections within such time period will constitute a waiver of Objections.
Any matter shown on the Title Evidence and not objected to by Buyer
shall be a "Permitted Encumbrance" pursuant to this Agreement. Seller
will have 60 days after receipt of the Objections to cure the Objections
during which period the Closing will be postponed if necessary. If the
Objections are not cured within such 60 days period, Buyer will have the
option of only the following two remedies:
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9.2.1 Termination. Terminate this Agreement.
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9.2.2 Waiver. Waive the Objections and proceed to close in which case
the Closing shall take place as stated in Section 7.
10. Operation Prior to Closing. From the date hereof to the Closing Date the Seller
shall maintain the Property in a good condition not less than that in which the
property existed on the date of this Agreement.
11. Representations and Warranties by Seller. Seller represents and warrants to
Buyer as follows:
11.1 Title to Real Property. Seller holds fee title to the Property.
11.2 Environmental Laws. Except as to matters disclosed in the environmental
reports furnished by Seller to Buyer to the best of Seller's knowledge,
Seller has no actual knowledge of (i) the presence of any Hazardous
Substances on, in or under the Property; or. (ii) any spills, releases,
discharges or disposal of Hazardous Substances that have occurred or are
presently occurring on the Property.
To the best of Seller's knowledge Seller represents that, as of the date of
this Agreement, it has no actual knowledge of any failure to comply with
all applicable local, state and federal environmental laws,-regulations,
ordinances and administrative and judicial orders relating to the
generation, recycling, reuse, sale, storage, handling, transport or disposal
of any Hazardous Substances on or adjacent to the Property.
11.2.1 Definitions. "Environmental Law" means the Comprehensive
Environmental Response, Compensation and Liability Act
("CERCLA"), 42 U.S.C. § 9601 et seq., the Resource
Conservation and Recovery Act, 42 U.S.C.. § 9601 et seq., the
Federal Water Pollution Control Act, 33 U.S.C. § 1201 et seq., the
Clean Water Act, 33 U.S.C. § 1321 et seq., the Clean Air Act, 42
U.S.C. § 7401 et seq.,the Toxic Substances Control Act, 33 U.S.C.
§ 1251 et seq., all as amended from time to time, and any other
federal, state, local or other governmental statute, regulation, rule,
law or ordinance dealing with the protection of human health,
safety, natural resources or the environment now existing and
hereafter enacted; and
"Hazardous Substance"means any pollutant, contaminant,
hazardous substance or waste, solid waste,petroleum product,
distillate, or fraction,radioactive material, chemical known to
cause cancer or reproductive toxicity,polychlorinated biphenyl or
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any other chemical,substance or material listed or identified in or
regulated by any Environmental Law.
"Claim" or "Claims" means any and all liabilities, suits, claims,
counterclaims, causes of action, demands, penalties, debts,
obligations, promises, acts, fines, judgments, damages,
consequential damages, losses, costs, and expenses of every kind
(including without limitation any attorneys' fees, consultant's fees,
costs, remedial action costs, cleanup costs and expenses which
may be related to any claims).
11.3 Rights of Others to Purchase Property. Seller has not entered into any
other contracts for the sale of the Property which have not been
terminated, nor are there any rights of first refusal or options to purchase
the Property or any other rights of others that -might prevent the
consummation of this Agreement.
11.4 Proceedings. There is no action, litigation;investigation, condemnation or
proceeding of any kind affecting the Property pending or to the best
knowledge of Seller.
11.5 Storage Tanks. No above ground storage tanks are located in or about the
Property, or have been located under, in or about the Property and have
subsequently been removed or filled.
11.6 Wells. The Seller certifies and warrants that the Seller does not know of
any"wells"on the Property within the meaning of Minn. Stat. § 103I.
12. Condemnation. If, prior to the Closing Date, eminent domain proceedings are
commenced against all or any part of the Property, Seller shall immediately give
notice to Buyer of such fact and at Buyer's option (to be exercised within fifteen
(15) days after the date of Seller's notice), this Agreement shall terminate, in
which event neither party will have further obligations under this Agreement. If
Buyer shall fail to give such notice then there shall be no reduction in the
Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's
right, title and interest in and to any award made or to be made in the
condemnation proceedings. Prior to the Closing Date, Seller shall not designate
counsel, appear in,or otherwise act with respect to the condemnation proceedings
without Buyer's prior written consent unless Buyer has failed to do so within
fifteen(15) days after notice from Seller as provided above.
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13. Notices. All notices provided for in this Agreement shall be in writing. The
notice shall be effective two (2) business days after the date the Party sending
such notice deposits the notice with the United States Postal Service with all
necessary postage paid, for delivery to the other Party via first class mail, at the
address set forth in below, or on the date of faxing provided a copy of the same is
deposited in the mail on the date of faxing as requested hereby.
Buyer: Seller:
Bob Lambert Hennepin County Leasing
Parks&Recreation Services And Land Management
City of Eden Prairie Dept. of Transit&Community Works
8080 Mitchell Road 417 North Fifth Street, Suite 320
Eden Prairie,MN 55344 Minneapolis,MN 55401
Copy to:
Richard F.Rosow,Esq.
Gregerson,Rosow,
Johnson&Nilan, Ltd.
1600 Park Building
650 Third Avenue South
Minneapolis,MN 55402-4337
14. Entry on Land by Buyer. Upon 24 hour notice to Seller, Buyer may hereafter
enter on and inspect the Land for purposes consistent with its interest under this
Agreement. Seller consents to the installation by Buyer of a fence, at Buyer's
sole cost and expense, along the eastern boundary of the Property. If this
Agreement is terminated, Buyer agrees to remove or leave in place said fence at
Seller's option. Buyer hereby indemnifies and agrees to defend and hold Seller
forever harmless from and against any and all claims, actions, loss, damage, cost
and expense (including without limitation attorneys' fees) asserted against, or
suffered, incurred or paid by, Seller resulting from or in connection with any such
entry or inspection, including but.not limited to any injury or damage to, or
caused by, the persons conducting such entry or inspection, and any mechanic's
liens asserted by any persons supplying services or materials at Buyer's request or
on its behalf, whether or not entry is made on the Land in connection therewith.
The indemnity provisions of this Section shall survive the closing and any
expiration or termination of this Agreement.
15. Seller's Representations and Warranties. Seller makes no representations or
warranties regarding the Property except as expressly provided herein.
16. Buyer's Representations and Warranties. Buyer hereby represents and warrants
to Seller, which representation and warranty shall survive the Closing that the
individual executing this Agreement on behalf of Buyer has the legal authority
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and the legal capacity to execute this Agreement on behalf of Buyer and to bind
Buyer and that Buyer has the full and complete authority to enter into this
Agreement and to purchase the Property.
17. Time. Time is of the essence for all provisions of this Agreement.
18. Survival of Terms. The Parties' obligations under this Agreement and the
representations and warranties which the Parties have recited in this Agreement
shall survive Seller's delivery of the Deed to Buyer and the closing of this
transaction,subject only to the specific limitations set forth in this Agreement.
19. Full Agreement. The Parties acknowledge that this Agreement represents the full
and complete agreement of the Parties relating to the purchase and sale of the
Property and all matters related to the purchase and sale of the Property. This
Agreement supersedes and replaces any prior agreements, either oral or written,
and any agreements or modifications to this Agreement must be in writing and
executed by both Parties to be effective.
20. Governing Law. This Agreement has been made under the laws of the State of
Minnesota and such laws shall control its interpretation.
21. Brokers. Each Party represents to the other that it has not retained any broker or
agent to represent it in this transaction. Each Party warrants that it shall
indemnify*the other for any claims, demands, causes of action and costs and
reasonable attorneys' fees arising from any broker or agent claiming a
commission or fee with respect to this transaction.
22. Assignment. Neither Party may assign its interest under this Agreement without
the proper written consent of the other.
23. Counterparts. This Agreement and any amendments to this Agreement may be
executed in counterparts, each of which shall be fully effective and all of which
together shall constitute one and the same instrument.
24. Third Party BeneficiarX. There are no third party beneficiaries of this Agreement,
intended or otherwise.
25. No Joint Venture, Partnership. Seller and Buyer, by entering into this Agreement
and consummating the transactions contemplated hereby, shall not be considered
joint venturers or partners. Buyer shall indemnify and defend Seller from any and
all loss, liability, claim or damage resulting from Seller being deemed a joint
venturer or partner of Buyer. Seller shall indemnify and defend Buyer from any
and all loss, liability, claim or damage resulting from Buyer being deemed a joint
venturer or partner of Seller.
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26. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
27. Captions, The Section headings or captions appearing in this Agreement are for
convenience only, are not a part of this Agreement and are not to be considered in
interpreting this Agreement.
28. Binding Effect. This Agreement binds and benefits the parties and their
successors and assigns.
SELLER:
County of Hennepin
Approved as to form and execution:
By:
Its: Chair of its County Board
By:
Assistant County Attorney
By:
Its: Assistant/Deputy/County Administrator
Attest:
Deputy/Clerk of County Board
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BUYER:
Housing and Redevelopment Authority in
and for the City of Eden Prairie
By:
I . Ch er
By:
Attest: ecretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of ,
2002, by , the Chair of its County Board and by
, the Assistant/Deputy/County Administrator of Hennepin County,
Minnesota, a public corporation and political subdivision of the state of Minnesota, on behalf of
the corporation.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was ac d e of re me this 7 - day of
2002, by Nancy Tyra-Lukens andwl , respectively the Chairperson and the Acretary of
the Housing and Redevelopment Authority in and for the City of Eden Prairie on behalf of said
entity.
KATHLEEN A. PORTA
NOTARY PUBLIC-MINNESOTA
My Commission Expires Jte-31,2005
rW,�:nnwv;r, x No y Public
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EXHIBIT A
PARCEL B '
That part of the Northeast Quarter of Section 4,Township 116,Range 22 lying south of the south
line of the present right-of-way of the Chicago, Milwaukee & St. Paul Railway, which lies
easterly of the center line of the County Road(now known as Indian Chief Road); and which lies
northerly of the northerly right-of-way line of the roadway easement parcel, granted in favor of
the City of Eden Prairie, as described on document number 1886487 and filed November 6, 1987
in the office of the Register of Titles in and for Hennepin County.
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