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HomeMy WebLinkAboutResolution - 2018-46 - Agreement for EP Mall Anchor Tenants - 03/20/2018 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018-46 A RESOLUTION APPROVING AGREEMENT REGARDING EDEN PRAIRIE MALL ANCHOR TENANTS WHEREAS, CAPREF EDEN PRAIRIE SOUTH LLC ("CAPREF EP SOUTH") is a party to that certain Development Agreement dated as of March 5, 2018, governing the Scheels store redevelopment of that parcel legally described in Exhibit A; and WHEREAS, CAPREF EDEN PRAIRIE LLC("CAPREF LLC")is the owner of that certain parcel legally described in Exhibit B; and WHEREAS, CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC("CAPREF EP ANCHOR") is the owner of that certain parcel legally described in Exhibit C; and WHEREAS, CAPREF EP SOUTH, CAPREF LLC, CAPREF EP ANCHOR and the City have a mutual desire to ensure that the properties in Exhibits A, B and C are evaluated for appropriate use or re-use when an opportunity arises in the future; and WHEREAS, CAPREF EP SOUTH, CAPREF LLC, CAPREF EP ANCHOR AND the City desire to memorialize the evaluation process through an agreement entered into by the City individually with each entity. NOW, THEREFORE, BE IT RESOLVED by the City Council of Eden Prairie, Minnesota, as follows: 1. The recitals set forth above are incorporated herein. 2. Approves and authorizes the Mayor and City Manager to execute the Agreement with CAPREF EP SOUTH attached hereto as Exhibit A; and 3. Approves and authorizes the Mayor and City Manager to execute the Agreement with CAPREF EP attached hereto as Exhibit B; and 4. Approves and authorizes the Mayor and City Manager to execute the Agreement with CAPREF EP ANCHOR attached hereto as Exhibit C. ADOPTED by the City Council of the City of Eden Prairie this 201h day of March, 2018. N cy ra- ce , M or ATTEST: / K thleen Porta, City Clerk EXHIBIT A AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of March 20, 2018, by CAPREF EDEN PRAIRIE SOUTH LLC, a limited liability company ("CAPREF EP SOUTH") its successors and assigns, and the CITY OF EDEN PRAIRIE,a municipal corporation,hereinafter referred to as "City": WITNESSETH: WHEREAS, CAPREF EP SOUTH is a party to that certain Development Agreement dated as of March 5, 2018, governing the Scheels store redevelopment of that parcel legally described on Exhibit A(the "Property"); NOW,THEREFORE,in consideration of the City adopting Resolution No.No 2017-117 for Planned Unit Development Concept Review, Ordinance No. 4-2018-PUD-1-2018 for Planned Unit Development District Review with waivers on 20 acres, and Resolution No. 2018-30 for Site Plan Review and for other good and valuable consideration, CAPREF EP SOUTH agrees as follows: 1. NOTICE OF CHANGE IN ANCHOR TENANT: In the event the Property becomes available for redevelopment due to the permanent closure of the Scheels store,or if such store lease will be terminated or not renewed, CAPREF EP SOUTH shall notify the City's Community Development Director in writing within 10 days of issuing or receiving notice of such lease termination or permanent closure. Permanent closure does not include a closure 1 CAPREF EDEN PRAIRIE SOUTH LLC Agreement/March 20, 2018 4846-1091-7470 specifically allowed under the lease or a closure due to repair, replacement, restoration, maintenance, or improvement of the Property; or a closure due to fire or other peril so long as a building permit has been applied for within 180 days of when the Property is damaged. 2. CONSIDERATION OF ALTERNATIVE LAND USES: A. CAPREF EP SOUTH agrees that prior to leasing the Property to a replacement tenant for that space, CAPREF EP SOUTH will hire an independent expert consultant or team of consultants (the Consultant") approved by City, which approval will not be unreasonably withheld, to undertake concept planning, market analysis and preliminary financial analysis (hereinafter"Market Study")to determine the feasibility of redeveloping the Property and associated parking area for uses that shall include: (i) full service hotel or upscale-hybrid limited service hotel banquet/meeting space, (ii)a combination of hotel with meeting space and multi-family housing,and(iii)high-density multi-family housing (hereinafter "Redevelopment Uses"). CAPREF EP SOUTH shall be solely responsible for all costs associated with the Market Study. The financial analysis shall include whether grants or other financial assistance is necessary for any of the Redevelopment Uses. Further the financial analysis shall identify grants and other financial assistance for which a project to develop any of the Redevelopment Uses may qualify. The Consultant shall provide its opinion as to whether redevelopment of the Property for any of the Redevelopment Uses is feasible. The Market Study may also determine the feasibility or benefit of including other uses compatible with the aforementioned uses such as entertainment use(s), retail, and/or office, medical office or other uses compatible with the Redevelopment Uses (hereinafter "Compatible Uses"). CAPREF EP SOUTH shall provide a copy of the Market Study to the City for its review, comment and recommendation. The City's Community Development Director shall review the Redevelopment Uses and potential Compatible Uses reviewed by the Market Study and provide advice and guidance to CAPREF EP SOUTH regarding potential uses identified in the Market Study that meet the City's Land Use Plans, Policies, Goals and Strategic Plan for Housing and Economic Development for the reuse of the Property, including whether the City would consider providing public financing and/or assistance with procuring grants to address financial feasibility concerns of CAPREF EP SOUTH relating to such uses. CAPREF EP SOUTH shall be solely responsible to submit all necessary applications and redevelopment plans, undertake all review processes as required by the City, and with assistance from the City, apply for any grants and other financial assistance identified by the City. The Community Development Director's review, advice, guidance, comments and determination of feasibility of any potential replacement use is not a recommendation for formal approval but advisory only. If the Redevelopment Uses identified in the Market Study are determined by CAPREF EP SOUTH, in its commercially reasonable judgment, to not be feasible, CAPREF EP SOUTH shall advise the City of this conclusion in writing,together with an explanation of why the proposed Redevelopment Uses are not feasible. CAPREF EP SOUTH may then proceed with marketing the Property which was subject to the Market Study to a new tenant including an existing tenant. CAPREF EP SOUTH agrees that at all times the City retains its authority to review and, as appropriate, approve or deny any use or redevelopment plans brought forward by CAPREF EP SOUTH based on state law and City code. 2 CAPREF EDEN PRAIRIE SOUTH LLC Agreement/March 20, 2018 4846-1091-7470 B. In the event CAPREF EP SOUTH shall fail to complete the Market Study as required herein,the City may elect to complete such Market Study and CAPREF EP SOUTH shall be obligated to reimburse the City for the cost of such Market Study. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. 3 CAPREF EDEN PRAIRIE SOUTH LLC Agreement/March 20, 2018 4846-1091-7470 CITY OF EDEN PRAIRIE By Nancy Tyra-Lukens Its Mayor By Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of March, 2018, by Nancy Tyra-Lukens and Rick Getschow, respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public 4 CAPREF EDEN PRAIRIE SOUTH LLC Agreement/March 20, 2018 4946-1091-7470 CAPREF EDEN PRAIRIE SOUTH LLC By Its STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of March, 2018, by , the , of CAPREF EDEN PRAIRIE SOUTH LLC, a Delaware limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 5 CAPREF EDEN PRAIRIE SOUTH LLC Agreement/March 20, 2018 4846-1091-7470 EXHIBIT A SCHEELS PAD Legal Description Lot 4, Block 1, Eden Prairie Center Addition 4828-1934-9087,v. 1 6 CAPREF EDEN PRAIRIE SOUTH LLC Agreement/March 20, 2018 4846-1091-7470 EXHIBIT B AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of March 20, 2018, by CAPREF EDEN PRAIRIE LLC, a limited liability company ("CAPREF EP") its successors and assigns, and the CITY OF EDEN PRAIRIE, a municipal corporation, hereinafter referred to as "City": WITNESSETH: WHEREAS, CAPREF EP is the owner of that certain parcel legally described on Exhibit A (the "Property"); and WHEREAS, CAPREF EP and the City have a mutual desire to ensure that the Property is evaluated for appropriate use or re-use when an opportunity arises in the future; NOW,THEREFORE,in consideration of the City adopting Resolution No.No 2017-117 for Planned Unit Development Concept Review, Ordinance No. 4-2018-PUD-1-2018 for Planned Unit Development District Review with waivers on 20 acres, and Resolution No. 2018-30 for Site Plan Review and for other good and valuable consideration, CAPREF EP agrees as follows: 1. NOTICE OF CHANGE IN ANCHOR TENANT: In the event the Property becomes available for redevelopment due to the permanent closure of the Von Maur, or if such store lease will be terminated or not renewed, CAPREF EP shall notify the City's Community Development Director in writing within 10 days of issuing or receiving notice of such lease termination or permanent closure. Permanent closure does not include a closure specifically 1 CAPREF EDEN PRAIRIE LLC Agreement/March 20, 2018 4946-1091-7470 allowed under the lease or a closure due to repair, replacement, restoration, maintenance, or improvement of the Property; or a closure due to fire or other peril so long as a building permit has been applied for within 180 days of when the Property is damaged. 2. CONSIDERATION OF ALTERNATIVE LAND USES: A. CAPREF EP agrees that prior to leasing the Property to a replacement tenant for that space, CAPREF EP will hire an independent expert consultant or team of consultants (the Consultant") approved by City, which approval will not be unreasonably withheld, to undertake concept planning, market analysis and preliminary financial analysis (hereinafter "Market Study") to determine the feasibility of redeveloping the Property and associated parking area for uses that shall include: (i) full service hotel or upscale-hybrid limited service hotel banquet/meeting space, (ii) a combination of hotel with meeting space and multi-family housing, and (iii) high-density multi-family housing (hereinafter "Redevelopment Uses"). CAPREF EP shall be solely responsible for all costs associated with the Market Study. The financial analysis shall include whether grants or other financial assistance is necessary for any of the Redevelopment Uses. Further the financial analysis shall identify grants and other financial assistance for which a project to develop any of the Redevelopment Uses may qualify. The Consultant shall provide its opinion as to whether redevelopment of the Property for any of the Redevelopment Uses is feasible. The Market Study may also determine the feasibility or benefit of including other uses compatible with the aforementioned uses such as entertainment use(s), retail, and/or office, medical office or other uses compatible with the Redevelopment Uses (hereinafter "Compatible Uses"). CAPREF EP shall provide a copy of the Market Study to the City for its review, comment and recommendation. The City's Community Development Director shall review the Redevelopment Uses and potential Compatible Uses reviewed by the Market Study and provide advice and guidance to CAPREF EP regarding potential uses identified in the Market Study that meet the City's Land Use Plans, Policies, Goals and Strategic Plan for Housing and Economic Development for the reuse of the Property,including whether the City would consider providing public financing and/or assistance with procuring grants to address financial feasibility concerns of CAPREF EP relating to such uses. CAPREF EP shall be solely responsible to submit all necessary applications and redevelopment plans, undertake all review processes as required by the City, and with assistance from the City, apply for any grants and other financial assistance identified by the City. The Community Development Director's review, advice, guidance, comments and determination of feasibility of any potential replacement use is not a recommendation for formal approval but advisory only. If the Redevelopment Uses identified in the Market Study are determined by CAPREF EP, in its commercially reasonable judgment, to not be feasible, CAPREF EP shall advise the City of this conclusion in writing, together with an explanation of why the proposed Redevelopment Uses are not feasible. CAPREF EP may then proceed with marketing the Property which was subject to the Market Study to a new tenant including an existing tenant. CAPREF EP agrees that at all times the City retains its authority to review and,as appropriate, approve or deny any use or redevelopment plans brought forward by CAPREF EP based on state law and City code. B. In the event CAPREF EP shall fail to complete the Market Study as required herein, the 2 CAPREF EDEN PRAIRIE LLC Agreement/March 20, 2018 4846-1091-7470 City may elect to complete such Market Study and CAPREF EP shall be obligated to reimburse the City for the cost of such Market Study. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. CITY OF EDEN PRAIRIE By Nancy Tyra-Lukens Its Mayor By Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of March, 2018, by Nancy Tyra-Lukens and Rick Getschow, respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public 3 CAPREF EDEN PRAIRIE LLC Agreement/March 20, 2018 4846-1091-7470 CAPREF EDEN PRAIRIE LLC By Its STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of March, 2018, by , the , of CAPREF EDEN PRAIRIE LLC,a Delaware limited liability company,on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 4 CAPREF EDEN PRAIRIE LLC Agreement/March 20, 2018 4946-1091-7470 EXHIBIT A VON MAUR PAD Legal Description Lot 2, Block 1, Eden Prairie Center 1Oth Addition 4818-2025-3279,v. 1 5 CAPREF EDEN PRAIRIE LLC Agreement/March 20, 2018 4846-1091-7470 EXHIBIT C AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of March 20, 2018, by CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC, a limited liability company ("CAPREF EP ANCHOR") its successors and assigns, and the CITY OF EDEN PRAIRIE, a municipal corporation, hereinafter referred to as "City": WITNESSETH: WHEREAS, CAPREF EP ANCHOR is the owner of that certain parcel legally described on Exhibit A (the"Property"); and WHEREAS, CAPREF EP ANCHOR and the City have a mutual desire to ensure that the Property is evaluated for appropriate use or re-use when an opportunity arises in the future; NOW,THEREFORE,in consideration of the City adopting Resolution No.No 2017-117 for Planned Unit Development Concept Review, Ordinance No. 4-2018-PUD-1-2018 for Planned Unit Development District Review with waivers on 20 acres, and Resolution No. 2018-30 for Site Plan Review and for other good and valuable consideration, CAPREF EP ANCHOR agrees as follows: 1 CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC Agreement/March 20, 2018 4846-1091-7470 1. NOTICE OF CHANGE IN ANCHOR TENANT: In the event the Property becomes available for redevelopment due to the permanent closure of the JC Penney store, or if such store lease will be terminated or not renewed, CAPREF EP ANCHOR shall notify the City's Community Development Director in writing within 10 days of issuing or receiving notice of such lease termination or permanent closure. Permanent closure does not include a closure specifically allowed under the lease or a closure due to repair, replacement, restoration, maintenance, or improvement of the Property; or a closure due to fire or other peril so long as a building permit has been applied for within 180 days of when the Property is damaged. 2. CONSIDERATION OF ALTERNATIVE LAND USES: A. CAPREF EP ANCHOR agrees that prior to leasing the Property to a replacement tenant for that space, CAPREF EP ANCHOR will hire an independent expert consultant or team of consultants (the Consultant") approved by City, which approval will not be unreasonably withheld, to undertake concept planning, market analysis and preliminary financial analysis (hereinafter "Market Study") to determine the feasibility of redeveloping the Property and associated parking area for uses that shall include: (i) full service hotel or upscale-hybrid limited service hotel banquet/meeting space, (ii) a combination of hotel with meeting space and multi-family housing, and (iii) high-density multi-family housing (hereinafter "Redevelopment Uses"). CAPREF EP ANCHOR shall be solely responsible for all costs associated with the Market Study. The financial analysis shall include whether grants or other financial assistance is necessary for any of the Redevelopment Uses. Further the financial analysis shall identify grants and other financial assistance for which a project to develop any of the Redevelopment Uses may qualify. The Consultant shall provide its opinion as to whether redevelopment of the Property for any of the Redevelopment Uses is feasible. The Market Study may also determine the feasibility or benefit of including other uses compatible with the aforementioned uses such as entertainment use(s),retail,and/or office,medical office or other uses compatible with the Redevelopment Uses(hereinafter"Compatible Uses"). CAPREF EP ANCHOR shall provide a copy of the Market Study to the City for its review, comment and recommendation. The City's Community Development Director shall review the Redevelopment Uses and potential Compatible Uses reviewed by the Market Study and provide advice and guidance to CAPREF EP ANCHOR regarding potential uses identified in the Market Study that meet the City's Land Use Plans,Policies, Goals and Strategic Plan for Housing and Economic Development for the reuse of the Property,including whether the City would consider providing public financing and/or assistance with procuring grants to address financial feasibility concerns of CAPREF EP ANCHOR relating to such uses. CAPREF EP ANCHOR shall be solely responsible to submit all necessary applications and redevelopment plans, undertake all review processes as required by the City, and with assistance from the City, apply for any grants and other financial assistance identified by the City. The Community Development Director's review, advice, guidance, comments and determination of feasibility of any potential replacement use is not a recommendation for formal approval but advisory only. If the Redevelopment Uses identified in the Market Study are determined by CAPREF EP ANCHOR, in its commercially reasonable judgment, to not be feasible, CAPREF EP ANCHOR shall advise the City of this conclusion in writing, together with an explanation of why the proposed Redevelopment Uses are not feasible. CAPREF EP 2 CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC Agreement/March 20, 2018 4846-1091-7470 ANCHOR may then proceed with marketing the Property which was subject to the Market Study to a new tenant including an existing tenant. CAPREF EP ANCHOR agrees that at all times the City retains its authority to review and, as appropriate, approve or deny any use or redevelopment plans brought forward by CAPREF EP ANCHOR based on state law and City code. B. In the event CAPREF EP shall fail to complete the Market Study as required herein, the City may elect to complete such Market Study and CAPREF EP ANCHOR shall be obligated to reimburse the City for the cost of such Market Study. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. 3 CAPREF EDEN PRAIRIE ANCHOR B UILDING LLC Agreement/March 20, 2018 4846-1091-7470 CITY OF EDEN PRAIRIE By Nancy Tyra-Lukens Its Mayor By Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of March, 2018, by Nancy Tyra-Lukens and Rick Getschow, respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public 4 CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC Agreement I March 20, 2018 4846-1091-7470 CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC By Its STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of March, 2018, by , the , of CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC,a Delaware limited liability company,on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 5 CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC Agreement/March 20, 2018 4846-1091-7470 EXHIBIT A Legal Description Lot 2, Block 1, Eden Prairie Center Addition 4836-8396-7071,v. 1 6 CAPREF EDEN PRAIRIE ANCHOR BUILDING LLC Agreement/March 20, 2018 4846-1091-7470