5.0. EDSR 06-09-1997 EXECUTION: December 1, 1995
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CONTRACT FOR EXCLUSIVE NEGOTIATIONS
THIS AGREEMENT, effective as of this 1st day of December,
1995 is between the Housing and Redevelopment Authority in and
for the City of Fridley, having its principal offices at 6431
University Avenue N.E. , Fridley, Minnesota, 55432 , and
WHEREAS, the Redeveloper is proposing to develop the area
identified on the map attached as Schedule A and is requesting
that the Authority negotiate exclusively with the Redeveloper
while the area is being studied, designed and marketed.
WHEREAS, the Authority is willing to negotiate exclusively
with the Redeveloper provided certain conditions described below
are met .
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 :
• Section 1 . 1 . Definitions . In this Agreement unless a
different meaning clearly appears from the context :
"Agreement" means this Agreement, as the same may be from
time to time modified, amended, or supplemented.
"Authority" means the Housing and Redevelopment Authority in
and for the City of Fridley, Minnesota .
"City" means the City of Fridley, Minnesota.
"Council" means the Council of the City.
"Marketing Plan" means the program to market the
Redevelopment Project . The Marketing Plan is further described
on Schedule B attached to this Agreement .
"Master Plan" means the plan detailing the overall
development of the Redevelopment Project as a corporate office
park with a commercial component on the Commercial Tract . The
Master Plan shall be prepared by the Redeveloper and approved by
the Authority and the City.
"Minimum Improvements" means as follows :
f A. For the Office Tract it is the construction of Class A
office buildings of not less than 50 , 000 square feet
and containing not less than three stories for each
111 building. The office buildings may contain some
ancillary space for service retail that is needed to
promote and develop a Class A corporate office park.
P . For the Commercial Tract it includes any use described
for the Office Tract and further includes commercial
uses such as restaurants, banks, day carecenters,
hotels, medical clinic, convention center and service
retail but not general retail .
"Party" means a party to this Agreement .
"Purchase Price" means the amount to be paid by the
Redeveloper for the Redevelopment Property. The Purchase Price
for the Office Tract shall be an amount equal to fifty percent
(50%) of the market value established by an independent appraiser
selected by mutual agreement of the Authority and the
Redeveloper, provided that the appraiser shall have determined
the value within nine (9) months of the date of closing . Only
the first building in the Office Tract will be eligible, provided
that the building does not exceed 80 , 000 square feet , for the
Purchase Price described above . Since subsequent buildings in
the Office Tract will have structured parking, the Purchase Price
shall be ten dollars ($10 . 00) for each parcel .
• The Purchase Price for parcels in the Commercial Tract shall be
an amount equal to seventy-five percent (75%) of the market value
established by an independent appraiser selected by mutual
agreement of the Authority and the Redeveloper, provided that the
appraiser shall have determined the value within nine (9) months
of the date of closing.
"Purchase Price Payments" means payments received by the
Authority for the Purchase Price .
"Redeveloper" means a
corporation organized and existing under the laws of the State of
Delaware .
"Redevelopment Contract" means the Contract for Private
Redevelopment described in Section 4 of this Agreement .
"Redevelopment Project" means the Redevelopment Property and
the Minimum Improvements .
"Redevelopment Property" means the real property described
in Schedule A of this Agreement . That portion to the west
compromising approximately 24 . 56 acres shall be referred to as
the Office Tract . That _portion to the East comprising
approximately 8 . 21 acres shall be referred to as the Commercial
Tract .
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"State" means the State of Minnesota.
• "Tax Increment" means only that portion of the real estate
taxes paid solely with respect to the Redevelopment Property
(which is part of the property in the Tax Increment District) and
which is remitted to the City as tax increment pursuant to the
Tax Increment Act.
"Tax Increment Act" means Minnesota Statutes, Sections
469 . 174 - 469 . 179 .
"Tax Increment District" means Tax Increment Financing
District No. 6 created, by the Council in connection with the
Redevelopment Program.
"Tax Increment Plan" means the tax increment financing plan
adopted by the Authority in connection with the creation of the
Tax Increment District .
"Unavoidable Delays" means delays which are the direct
result of strikes, other labor troubles, unusually severe or
prolonged bad weather, Acts 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 which directly result in delays .
• Section. 2 . 1 . Representations by the Authority. The
Authority represents as follows :
(A) The Authority is a public body duly organized and
existing under the laws of the State. Under the provisions of
the Act, the Authority has the power to enter into this Agreement
and carry out its obligations hereunder.
(B) The Authority is the fee owner of the Redevelopment
Property
(C) The Authority shall use all Purchase Price Payments to
reimburse the Redeveloper for the costs of structured parking in
the Office Tract .
Section 2 . 2 . Representations by the Redeveloper. The
Redeveloper represents as follows :
(A) The Redeveloper is a Delaware corporation, organized
and existing in good standing under the laws of Minnesota, is
authorized to transact business in the State, has duly authorized
the execution of this Agreement and the performance of its
obligations hereunder, and 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
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conditions of this Agreement will constitute a breach of any
110 obligations of the Redeveloper under the terms and conditions of
any indebtedness, agreement or instrument of whatever nature to
which Redeveloper is now a party or by which it is bound, which
breach will materially adversely affect the ability of
Redeveloper to perform its obligations under this Agreement .
(B) The Redeveloper' s mission for this Redevelopment
Property is to develop multi-tenant, multi-story office buildings
with support services commensurate with successful office parks .
(C) The Redeveloper will pursue all prospective users
including those interested in build-to-suit or land purchases
which fulfill the economic and aesthetic vision described in B
above and conform to the Master Plan.
(D) While the Office Tract has priority for development,
the Authority will not unreasonably withhold its approval of
those projects in the Commercial Tract that are identified in the
Master Plan and are essential in attracting users to the Office
Tract .
(E) The first office building may have temporary surface
parking but will be designed to accommodate structured parking of
two or more levels . With the development of a second building,
the two buildings will be served by a combination of structured
and surface parking. Subsequent buildings will be constructed
• with structured parking but may also have surface parking.
Section 3 . 1 . Redeveloper Responsibilities . The Redeveloper
shall be responsible for all costs associated with the marketing
and development of the Redevelopment Project . The Redeveloper
shall implement the Marketing Plan generally as follows :
A. Establish office market data on this location and
determine the corporate users and amenities for space
in the Redevelopment Project .
B. Review any previous plans and design a Master Plan as
necessary to maximize the site and meet the
requirements of the corporate users (in building size,
floor plate, quality, timing and market rate) for this
location. The Master Plan will be presented to the
City and Authority for their review and approval, and
the Redeveloper shall reasonably adjust the Master Plan
consistent with market needs as requested by the City
and Authority.
C. Develop marketing materials such as fliers and
brochures to assist in marketing efforts for mailings,
advertising, proposals to corporate users, broker
parties, press releases, etc . Scheduled timing of
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these marketing events and materials are set forth in
Exhibit B .
D. The official announcement to the public of the
Redevelopment Property would be achieved by the
activities shown on Exhibit B including:
Broker special event on site
News releases
Corporate user presentations
Mailings to prospects
E. Investigate the adequacy of soils, utilities, and
street systems for the Master Plan.
F. Review and comment upon the adequacy of the existing
indirect source permit and environmental assessment
worksheet for the Master Plan implementation.
G. Review and comment upon the adequacy of existing
ordinances to facilitate development of the Master
Plan.
H. Investigate the status of title, and review existing
environmental reports furnished by the Authority
regarding any hazardous substances on the Redevelopment
• Property.
I . Every 90 days provide a written activities report to
the Authority which describes the Redeveloper' s
activities pursuant to this Agreement .
J. Cooperate with the City and Authority in reasonable and
appropriate ways .
Section 3 . 2 . Authority Responsibilities . The Authority
shall be responsible for the following:
A. Indirect source permit and associated traffic analyses
(amended and/or reactivated original) for the
Redevelopment Property.
B . Prepare any necessary environmental assessment
worksheet, environmental impact statement or
modification thereof .
C. Conduct any additional required environmental
investigation.
D. Provide any necessary infrastructure changes, including
street and intersection improvements, due to the Master
Plan.
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E. Refer all third party inquiries regarding use,
• availability, and development potential of the
Redevelopment Property to the Redeveloper.
F. Recommend changes to City ordinances to facilitate
development consistent with the Master Plan.
G. Cooperate with the Redeveloper in reasonable and
appropriate ways .
H. Conduct a comprehensive review of Redeveloper' s
performance under this Agreement on at least September
1, 1996 and March 1, 1997 .
Section 4 . 1 . Contract for Private Redevelopment . Provided
that this Agreement is not in default and any time after
Authority approval of the Redeveloper' s Master Plan, at either
Party' s request, the Parties shall negotiate in good faith and
execute the Redevelopment Contract within forty-five (45) days
after the request . The Redevelopment Contract shall address the
issues involving the development of the Redevelopment Property
including the following:
A. The Purchase Price
B. Timing of the Minimum Improvements
• C. Composition of the Minimum Improvements
D. Timing of any site improvements or public improvements
E. Redeveloper guarantees
F. Duration
G. Application of Purchase Price Payments to structured
parking
Section 5 . 1 . Termination. This Agreement shall terminate
as follows :
A. If by August 1, 1996 the Redeveloper has not completed
the program elements as outlined in the Marketing Plan
or this Agreement .
B. If the Redeveloper, has not commenced construction of
an office building in the Office Tract by August 1,
1997 , said time to be extended by Unavoidable Delays .
The August 1, 1997 date shall be extended to November
1, 1997 if the Redeveloper has provided a letter of
intent, lease or commitment to lease for an office
building.
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C. If the Parties have not executed a Redevelopment
Contract by August 1, 1997 .
Section 5 . 2 . Effect . The Parties agree that upon
termination of this Agreement they shall have no further
obligation to each other except as provided for in this Agreement
and the Parties further agree to execute any document reasonably
necessary to give effect to a termination.
Section 6 . 1 . Additional Provisions :
A. The Redeveloper shall not assign this Agreement .
E. The Redeveloper shall hold the Authority and the City,
their agents, officers and employees harmless from any
of the Redeveloper' s acts or the acts of those
operating under its direction with regard to marketing,
development, construction, sale and all other
activities contemplated by this Agreement .
C. The Parties are not partners in the development of the
Minimum Improvements or in any activities contemplated
by the Agreement .
S D. If requested by the Authority, the Redeveloper shall
provide evidence of a general liability insurance
policy in an amount of one million ($1, 000, 000) per
person and two million ($2 , 000, 000) per occurrence
naming the City and the Authority as insured parties
and which requires a 30-day written notice of
cancellation to the City and the Authority.
IN WITNESS WHEREOF, the Authority has caused this Agreement
to be duly executed in its name and behalf and the Redeveloper
has caused this Agreement to be duly executed on or as of the
date first above written.
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111 Dated: v g 15
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF FRIDLEY, MINNESOTA
By
Its Chairman
And by7i/ _
Its Executive Director
STATE OF MINNESOTA )
ss
COUNTY OF ANOKA
On this 0-�- day of !e-wAkie_ __ , 199S-before me, a
not 'ry public i i.n and for Ano C vnty, persona yap eared
r try 2 1-t�/and l �� � ��` o me
personally known who by me duly sworn, did say that they are the
Chairman and Executive Director of the Housing and Redevelopment
Authority in and for the City of Fridley, Minnesota, a political
subdivision of the State of Minnesota, and acknowledged the
foregoing instrument on behalf of said Authority.
ROBERTA S.COLLINS "� ��
NOTARYPUIIUC-MINNESOTA rotary Public
. ANOKA CCJNTY
.�.• My Comm.Exp.J ...L7.
Authority Signature Page - Contract for Exclusive Negotiations
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Dated: December 15, 1995
S
By
Its Senior Vice President
.- /7 i
By
TEXAS Its Vice President Property Mgmt.
STATE OF )
ss
COUNTY OF nAT.T_Ac
On this 1st}, day ofDereinIcr , 199 5 before me, a
notary public within and for Dalt's County, personally appeared
the Senior vise Pseslde;�t of
al
nPlaware corporation, and acknowledged
the foregoing instrument on behalf of said corporation.
d
ota'Y:A #$6bfFl
+'l Notary Public
1t � ' State of Texas
, �'%;„�y. Commission Expires 16-47
Redeveloper Signature Page — Redevelopment Contract
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• SCHEDULE B
FRIDLEY MARKETING PROGRAM
Press Release : Upon execution of the Agreement
Signage : Revise signage showing
Redeveloper as contact
January 1996
Flyer Created and January 1996
Mailed Users & Brokers :
Focus Group for February 1996
Office Users :
Master Plan Review: Planning review would commence
after information is provided by
the first focus group.
Redeveloper will then present
the preliminary Master Plan to
the City and Authority for
Authority response and review by
April 15, 1996, the Authority
• shall review and or approve or
modify the preliminary Master
Plan by May 15, 1996 .
Press Release : Upon review and approval of
preliminary Master Plan
Direct Mail Piece to June 1996
Brokers :
Broker Event on Site: July 1996
Quarterly Updates : Redeveloper will provide updates
to the Brokerage community on a
quarterly basis . This
development project will be in
the annual Redeveloper vacancy
update
Redeveloper would meet with the
Authority quarterly to provide
project updates
Continuing marketing efforts would be evaluated and put in place
as needed after August 1, 1996 .
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