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MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
DISCUSSION:
CITY COUNCIL AGENDA REPORT
JUNE 24, 2002
5C
JANE KANSIER, PLANNING COORDINATOR
CONSIDER APPROVAL OF A RESOLUTION APPROVING A
DEVELOPMENT AGREEMENT FOR KEYSTONE
COMMUNITY AND AUTHORIZING THE MAYOR AND CITY
MANAGER TO EXECUTE THE DEVELOPMENT
AGREEMENT
History: On April 2, 2001, the City Council adopted Resolution 01-34
approving in concept the use of cash contributions to fund an assisted
living project located on the Park Nicollet property. At the time, this
project consisted of 40 units of assisted living and 20 units of memory
care housing. On April 15, 2002, the City Council adopted Resolution
02-60, approving a senior living facility project known as Keystone
Communities for the subject site. This project has been expanded by
the Developer and now includes 60 units of senior independent living
apartments, 27 units of assisted living and 20 units of memory care, for
a total of 107 units.
Current Circumstances: As noted, the Senior Overlay District plan
for this project has been approved. The Council has also adopted a
preliminary resolution agreeing to provide an incentive of $200,000 to
this project. This is the approximate cost of the T. J. Towing property,
which was originally contemplated as the site of this project. The
Council's initial position was to donate this property. The attached
Development Agreement outlines the amount and terms of the City
contribution. In essence, the City is agreeing to reimburse the
Developer a total of $200,000 to cover the costs of the project. This
reimbursement will be made at the completion of the project. The staff
has received an application for Economic Development Incentives and
other materials required by the preliminary resolution.
Issues: There do not appear to be outstanding issues related to this
Agreement. All of the issues associated with this project appear to
have been resolved through the Senior Care Overlay District process.
The Developer may have concerns that the $200,000 will not be
1620(Pt!'Jh~'ef~~tf~U~~~~~~rlB'i- Lake, Minnesota ~5372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
AL TERNA TIVES:
RECOMMENDED
MOTION:
REVIEWED BY:
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received for approximately 12 months (the estimated construction
time) and does not include interest. Our perspective is that the
assistance should only be provided when we are sure that project is
built. From a City perspective, the project generates property taxes
immediately, since Tax Increment is not being used.
rnnrlur.:inn. Staff concludes the Agreement is ready for execution.
City Attorney Suesan Pace has reviewed and approved the document
for form and execution. We have forwarded the Development
Agreement to Mike Lewis of Keystone Communities for review and
signatures.
1. Approve execution of the proposed Development Agreement.
2. Deny execution of the Development Agreement.
3. Continue consideration of this request for specific reasons
The staff recommends Alternative 1. A motion and second authorizing
the Mayor and City Manager to execute the attached Development
Agreement is required.
2
RESOLUTION 02~ fOro
. ~
~IIVNESo'"
A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT FOR KEYSTONE
COMMUNITY AND AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE SAID
AGREEMENT
~?
SECOND BY:
J:6
MOTION BY:
RECITALS
WHEREAS, the City has been approached by Mr. Mike Lewis dba Keystone Communities
(collectively "Developer") with a project to construct an assisted living facility with
60 units senior independent living apartments, 27 units of assisted living and 20
units of memory care (hereinafter "Project"); and
WHEREAS, the aforementioned Project is known as KEYSTONE COMMUNITIES; and
WHEREAS, the Developer maintains that the Project is not economically viable without the
assistance of public financing; and
WHEREAS, to encourage and facilitate the development of housing to meet the life-cycle
needs of the residents of the City consistent with the objectives of the City's
Comprehensive Plan, the City is willing to work with responsible developers on
qualifying projects; and
WHEREAS, both the City and Developer understand that both time and costs are associated
with the preparation and evaluation of plans and related documents necessary to
develop and analyze the proposed Project and determine whether the Project
meets the City Economic Development Incentives Goal Targets Policy; and
WHEREAS, both the City and Developer wish to avoid the unnecessary expenditure of time
and money on projects that are not of interest to the City; and
WHEREAS, the City believes the development and construction of the Project and fulfillment
of this Agreement are vital and in the best interest of the City, the health, safety,
morals and welfare of residents of the City and in accordance with the public
purpose and provisions of the applicable state and local laws and requirements
under which the Project has been undertaken and is being assisted.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE,
MINNESOTA THAT:
1. The Recitals set forth above are incorporated herein as if fully set forth.
2. The Mayor and City Manager are hereby authorized to execute the Development Contract
on behalf of the City.
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
L:\02FILES\02cup\keystone\agree res.doc AN EQUAL OPPORTUNITY EMPLOYER Page 1
Passed this 24th day of June, 2002.
Haugen Haugen
Gundlach Gundlach
LeMair LeMair
Petersen Petersen
Zieska Zieska
YES
NO
Frank Boyles, City Manager
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DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF PRIOR LAKE
AND
KEYSTONE COMMUNITIES
~_._--~._,--.,,,._~-----~~----_._"_.._._...--_.
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS....................................... .......................................................... 2
Section 1.1 Definitions............................................................................................ 2
ARTICLE II REPRESENTATIONS AND WARRANTIES................................................ 3
Section 2.1 Representations and Warranties of the City......................................... 3
Section 2.2 Representations and Warranties of the Developer ...............................3
ARTICLE III UNDERTAKINGS BY DEVELOPER AND CITy....................................... 5
Section 3.1 Reimbursement of Site Improvements................................................. 5
Section 3.2 Reimbursement Amount...................................................................... 5
Section 3.3 Compliance With Housing Requirements ........................................... 5
Section 3.4 No Business Subsidy.............................. .............................. ............... 6
ARTICLE IV EVENTS OF DEFAULT........................................... ...................................... 7
Section 4.1 Events of Default Defined.................................................................... 7
Section 4.2 Remedies on Default............................................................................ 7
Section 4.3 No Remedy Exclusive.......................................................................... 8
Section 4.4 No Implied Waiver .............................................................................. 8
Section 4.5 Agreement to Pay Attorney's Fees and Expenses ................................ 8
Section 4.6 Indemnification of City..................... ..................... .............................. 8
ARTICLE V DEVELOPER'S OPTION TO TERMINATE AGREEMENT...................... 10
Section 5.1 The Developer's Option to Terminate................................................ 10
Section 5.2 Action to Terminate....................................... .......... .......................... 10
Section 5.3 Effect of Termination......................................................................... 10
ARTICLE VI ADDITIONAL PROVISIONS ...................................................................... 11
Section 6.1 Restrictions on Use ............................................................................ 11
Section 6.2 Conflicts ofInterest........... ..... .............................. .............................. 11
Section 6.3 Titles of Articles and Sections ........................................................... 11
Section 6.4 Notices and Demands ........................................................................ 11
Section 6.5 Counterparts....................................................................................... 12
Section 6.6 Law Governing..... ............................................................................. 12
Section 6.7 Expiration... ...................................................... .................................. 12
Section 6.8 Provisions Surviving Rescission or Expiration .................................12
Section 6.9 Assignability of Agreement.... ........................................................... 12
Section 6.10 Discrimination.................................................................................... 12
Section 6.11 Prompt Payment to Subcontractors.................................................... 12
Section 6.12 Recitals...................................................................................... ......... 13
Section 6.13 Entirety............................................................................................... 13
Section 6.14 Risks................................................................................................... 13
EXHIBIT A
EXHIBIT B
..................................................................................................................... . A-I
.............................................. ........................................................................ B-1
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DEVELOPMENT AGREEMENT
RECITALS
THIS AGREEMENT, made as of the 24th day of June, 2002, by and between the City of
Prior Lake, Minnesota (the "City"), a municipal corporation organized and existing under the
laws of the State of Minnesota and Keystone Communities. (the "Developer"), a Minnesota
corporation.
WHEREAS, the City has been approached by Mr. Mike Lewis dba Keystone
Communities (collectively "Developer") with a project to construct a senior living facility with
60 units of senior independent living apartment, 27 units of assisted living and 20 units of
memory care (hereinafter "Project"); and
WHEREAS, the aforementioned Project is known as KEYSTONE COMMUNITIES;
and
WHEREAS, the Developer maintains that the Project IS not economically viable
without the assistance of public financing; and
WHEREAS, to encourage and facilitate the development of housing to meet the life-
cycle needs of the residents of the City consistent with the objectives of the City's
Comprehensive Plan, the City is willing to work with responsible developers on qualifying
projects; and
WHEREAS, both the City and Developer understand that both time and costs are
associated with the preparation and evaluation of plans and related documents necessary to
develop and analyze the proposed Project and determine whether the Project meets the City
Economic Development Incentives Goal Targets Policy; and
WHEREAS, both the City and Developer wish to avoid the unnecessary expenditure of
time and money on projects that are not of interest to the City; and
WHEREAS, the City believes that the development and construction of the Project, and
fulfillment of this Agreement are vital and are in the best interests of the City, the health, safety,
morals and welfare of residents of the City, and in accordance with the public purpose 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:
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1
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings 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; ,
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means the City of Prior Lake, Minnesota;
Developer means Keystone Community, a Minnesota corporation, its successors and
aSSIgns;
Development Property means the real property described III Exhibit A attached and
incorporated herein as part of this Agreement;
Event of Default means any of the events described in Section 4.1 of this Agreement;
Project means the development of a 107-unit senior housing facility, consisting of 60
units of senior independent living apartment, 27 units of assisted living and 20 units of memory
care and related improvements to be located on the Development Property;
Site Improvements means the site improvements described on Exhibit B to be undertaken
on the Development Property. Exhibit B is incorporated as part ofthis Agreement;
State means the State of Minnesota;
Unavoidable Delays means delays, outside the control of the party claiming its
occurrence, which are the direct result of unusually severe or prolonged bad weather, acts of
God, fire or other casualty to the Project, litigation commenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion, directly
results in delays, or acts of any federal, state or local governmental unit (other than the City)
which directly result in delays.
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2
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the City. The City makes the following
representations and warranties:
(1) The City is a municipal corporation and has the power to enter into this Agreement
and carry out its obligations hereunder.
(2) The development contemplated by this Agreement is In conformance with the
development objectives set forth in the City's Comprehensive Plan.
(3) The City makes no representation or warranty, either express or implied, as the
Development Property or its condition or the soil conditions thereon, or that the Development
Property shall be suitable for the Developer's purposes or needs.
Section 2.2 Representations and Warranties of the Developer. The Developer makes the
following representations and warranties:
(1) The Developer is a Minnesota corporation and has power to enter into this Agreement
and to perform its obligations hereunder and is not in violation of the laws of the State.
(2) The Developer shall cause the Project to be installed in accordance with the terms of
this Agreement, the Development Program, and all local, state and federal laws and regulations
(including, but not limited to, environmental, zoning, energy conservation, building code and
public health laws and regulations).
(3) The construction of the Project would not be undertaken by the Developer, and in the
opinion of the Developer would not be economically feasible within the reasonably foreseeable
future, without the assistance and benefit to the Developer provided for in this Agreement.
(4) The Developer will use its best efforts to obtain, or cause to be obtained in a timely
manner, all required permits, licenses and approvals, and has met, in a timely manner, all
requirements of all applicable local, state, and federal laws and regulations which must have been
obtained or met before the Project may be lawfully constructed.
(5) 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 provision of any contractual restriction, evidence of indebtedness,
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.
(6) The Developer will cooperate with the City with respect to any litigation commenced
with respect to the Project.
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3
(7) The Developer will cooperate with the City in resolution of any traffic, parking, trash
removal or public safety problems that may arise in connection with the construction and
operation of the Project.
(8) The construction of the Project will commence on or before July 1,2002 and, barring
Unavoidable Delays, the Project will be substantially completed by July 1,2003.
(Remainder ofthis Page Intentionally Left Blank)
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4
ARTICLE III
UNDERTAKINGS BY DEVELOPER AND CITY
Section 3.1. Reimbursement of Site Improvements. The parties agree that the costs of
the installation of the Site Improvements are essential to the successful completion of the Project.
The Developer shall pay the cost of the Site Improvements. The City shall reimburse the
Developer for the lesser of $200,000 or the costs of the Site Improvements related to the Project
only actually incurred by the Developer (the "Reimbursement Amount") as further provided in
Section 3.2 hereof. The Developer has provided the City in connection with the Project a
development cost analysis which includes a project budget and a total development cost (the
"Total Development Cost"). The Developer shall provide the City upon substantial completion
of the Project an updated Total Development Cost in a form acceptable to the City evidencing the
actual Total Development Cost incurred by the Developer. In the event the Total Development
Cost is less than $200,000 the amount of the Site Improvements to be reimbursed by the City
shall be reduced by the amount that the actual Total Development Cost incurred by the
Developer is less than $200,000. The amount of the Site Improvements paid by the Developer
(but not to exceed $200,000) after deducting the amount, if any, required to be deducted by the
foregoing sentence shall be referred to as (the "Reimbursement Amount").
Section 3.2. Reimbursement Amount. The City shall reimburse for the costs identified
in Section 3.1, subject to the following conditions:
(1) The Reimbursement Amount shall be issued and delivered when the Developer shall
have demonstrated in writing to the reasonable satisfaction of the City that the construction of the
Project has been substantially completed and that the Developer has incurred and paid all of the
Site Improvement costs described in and limited by Section 3.1, (ii) shall have submitted to the
City paid invoices or statements for those costs in an amount not less than the Reimbursement
Amount, and (iii) the Developer has provided the City with the Total Development Cost as
provided in Section 3.1.
(2) The Reimbursement Amount shall be a special and limited obligation of the City and
not a general obligation of the City.
Section 3.3 Compliance With Housing Requirements.
(1) For each of the 107 units of the Project, the Developer shall provide to the City
evidence that one of the occupants is a person who is 55 or older.
(2) State the Project is intended to qualify as "housing for older persons" pursuant to 42
USCA, g3607(b)(2)(C);
(3) Include restrictions in its covenants and other applicable documents which require
80% of the Units to be occupied by persons 55 years of age or older;
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" ,__,.'" ""_~_~.~,,_"..-_~._,_~.~~.____'_'___ ".._"~_,,,..__ _~._~._.,_~,,~.".,___._.._._.b_.___
(4) Include covenants obligating the Association to publish and adhere to policies and
procedures that demonstrate the intent to qualify as "housing for older persons" pursuant to 42
USCA, S3607(b)(2)(C);
Section 3.4. No Business Subsidy. This Agreement does not constitute a business
subsidy within the meaning of Minnesota Statutes, Sections 116J.993 to 116J.995 by reason of
the exception for assistance of housing. No portion of the Tax Increments shall be used to
reimburse the Developer for the retail portion of the Project.
(Remainder of Page Intentionally Left Blank)
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ARTICLE IV
EVENTS OF DEFAULT
Section 4.1 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
anyone or more ofthe following events:
(1) Failure by the Developer to timely pay any ad valorem real property taxes assessed
with respect to the Development Property.
(2) Failure by the Developer to cause the construction of the Project to be completed
pursuant to the terms, conditions and limitations of this Agreement.
(3) Failure of the Developer to observe or perform any other covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement.
(4) The holder of any mortgage on the Development Property or any improvements
thereon, or any portion thereof, commences foreclosure proceedings as a result of any default
under the applicable mortgage documents.
(5) If the Developer shall
a. file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
b. make an assignment for the benefit of its creditors; or
c. admit in writing its inability to pay its debts generally as they become due; or
d. be adjudicated a bankrupt or insolvent; or if a petition or answer proposing the
adjudication of the Developer, as a bankrupt or its reorganization under any present or
future federal bankruptcy act or any similar federal or state law shall be filed in any court
and such petition or answer shall not be discharged or denied within sixty (60) days after
the filing thereof; or a receiver, trustee or liquidator of the Developer, or of the Project, or
part thereof, shall be appointed in any proceeding brought against the Developer, and
shall not be discharged within sixty (60) days after such appointment, or if the Developer,
shall consent to or acquiesce in such appointment.
Section 4.2. Remedies on Default. Whenever any Event of Default referred to in Section
4.1 occurs and is continuing, the City, as specified below, may take anyone or more of the
following actions after the giving of thirty (30) days' written notice to the Developer citing with
specificity the item or items of default and notifying the Developer that it has thirty (30) days
within which to cure said Event of Default. If the Event of Default has not been cured within
said thirty (30) days:
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7
_ __ _~~.".._..__,_^____._.__"~-,"'M^'~__~___~____"_'_"",-.-.____..,.--____."._"".,..__~..~,_..~__~_~.,_._._...._'-..,,-..~._.-,-
(1) The City may suspend its performance under this Agreement until it receives
assurances from the Developer, deemed adequate by the City, that the Developer will cure its
default and continue its performance under this Agreement.
(2) The City may cancel and rescind the Agreement.
(3) The City may take any action, including legal or administrative action, in law or
equity, which may appear necessary or desirable to enforce performance and observance of any
obligation, agreement, or covenant of the Developer under this Agreement.
Section 4.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
City 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.
Section 4.4. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any 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.
Section 4.5. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the City shall employ attorneys or incur other expenses for the collection of
payments due or to become due or for the enforcement or performance or observance of any
obligation or agreement on the part of the Developer herein contained, the Developer agrees that
they shall, on demand therefore, pay to the City all legal fees incurred by the City of such
attorneys and any other related expenses incurred by the City.
Section 4.6. Indemnification of City.
(1) The Developer releases from and covenants and agrees that the City, its governing
body members, officers, agents, including the independent contractors, consultants and legal
counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively
the "Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the
Indemnified Parties against any loss or damage to property or any injury to or death of any
person occuning at or about or resulting from any defect in the Proj ect.
(2) Except for any willful misrepresentation or any willful or wanton misconduct of the
Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and
forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or
other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising
from the actions or inactions of the Developer (or if other persons acting on its behalf or under its
direction or control) under this Agreement, or the transactions contemplated hereby or the
acquisition, construction, installation, ownership, and operation of the Project; provided, that this
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8
indemnification shall not apply to the warranties made or obligations undertaken by the City in
this Agreement or to any actions undertaken by the City which are not contemplated by this
Agreement but shall, in any event and without regard to any fault on the part of the City, apply to
any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or
penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Project causing the
Tax Increment District to not qualify or cease to qualify as a "redevelopment district" under
Section 469.174, Subdivision 10, of the Act or to violate limitations as to the use of Tax
Increments as set forth in Section 469.176, Subdivision 4j.
(3) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the City and not of any governing body member, officer, agent, servant, legal
counselor employee of the City.
(Remainder of Page Intentionally Left Blank)
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9
~_.-..-..-__..___~__...-O'." ..- ._..+___.______~,..._'~_._.._
ARTICLE V
DEVELOPER'S OPTION TO TERMINATE AGREEMENT
Section 5.1 The Developer's Option to Terminate. This Agreement may be terminated
by Developer, if (i) the Developer is in compliance with all material terms of this Agreement and
no Event of Default has occurred; and (ii) the City fails to comply with any material term of this
Agreement, and, after written notice by the Developer of such failure, the City has failed to cure
such noncompliance within ninety (90) days of receipt of such notice, or, if such noncompliance
cannot reasonably be cured by the City within ninety (90) days, of receipt of such notice, the City
has not provided assurances, reasonably satisfactory to the Developer, that such noncompliance
will be cured as soon as reasonably possible.
Section 5.2. Action to Terminate. Termination of this Agreement pursuant to Section 5.1
must be accomplished by written notification by the Developer to the City within sixty (60) days
after the date when such option to terminate may first be exercised. A failure by the Developer
to terminate this Agreement within such period constitutes a waiver by the Developer of its rights
to terminate this Agreement due to such occurrence or event.
Section 5.3. Effect of Termination. If this Agreement is terminated pursuant to this
Article V, this Agreement shall be from such date forward null and void and of no further effect;
provided, however, the termination of this Agreement shall not affect the rights of either party to
institute any action, claim or demand for damages suffered as a result of breach or default of the
terms of this Agreement by the other party, or to recover amounts which had accrued and become
due and payable as of the date of such termination. Upon termination of this Agreement
pursuant to this Article V, the Developer shall be free to proceed with the Project at its own
expense and without regard to the provisions of this Agreement; provided, however, that the City
shall have no further obligations to the Developer with respect to reimbursement of the expenses
set forth in Section 3.2.
(Remainder of Page Intentionally Left Blank)
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10
ARTICLE VI
ADDITIONAL PROVISIONS
Section 6.1 Restrictions on Use. 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 operate, or cause to be operated, the Project as a
senior housing and retail facility and shall devote the Development Property to, and in
accordance with, the uses specified in this Agreement.
Section 6.2. Conflicts of Interest. No member of the governing body or other official of
the City shall have any financial interest, direct or indirect, in this Agreement, the Development
Property or the Project, or any contract, agreement or other transaction contemplated to occur or
be undertaken thereunder or with respect thereto, nor shall any such member of the governing
body or other official 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 City shall be
personally liable to the City in the event of any default or breach by the Developer or successors
or on any obligations under the terms of this Agreement.
Section 6.3. 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 6.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
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:
Keystone Communities
Attention: Mike Lewis
5200 Willson Road
Suite 150
Edina, MN 55424
b. in the case of the City is addressed to or delivered personally to the City at:
City of Prior Lake
16200 Eagle Creek Road
Prior Lake, MN 55372-1787
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
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11
_ ,,_"_'~_'n'_'^~~__~"C_'_'_"___' ..'__,_._____.~"_.._~,,___,_,,__..._. --,,~-.."-,.,._-'".,_._,_._.,-~,~--""'--.~"~.-,.- -,-
Section 6.5. Counterparts. This Agreement may be executed III any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.6. Law Governing. This Agreement will be governed and construed III
accordance with the laws of the State of Minnesota.
Section 6.7. Expiration. This Agreement shall expire on the Termination Date, unless
earlier terminated or rescinded in accordance with its terms.
Section 6.8. Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out
of any event, occurrence or circumstance existing prior to the date thereof.
Section 6.9. Assignability of Agreement. This Agreement may be assigned only with the
prior written consent ofthe City.
Section 6.10. Discrimination. The Developer agrees to abide by all provisions of Minn.
Stat. Section 181.59, as may be amended from time to time, entitled Discrimination on Account
of Race, Creed, or Color Prohibited in Contract, and the provisions of Minn. Stat. Section
363.03, as may be amended from time to time, entitled Unfair Discriminatory Practices.
Section 6.10.1. The Developer shall not discriminate against any qualified persons with a
disability who is an employee or applicant for employment and shall take affirmative action to
ensure that such qualified individuals are treated without regard to their disability in regard to job
application procedures; the hiring or advancement or discharge of employees; compensation; job
training; and other terms and conditions, and privileges of employment pursuant to the
Americans With Disabilities Act of 1990 and Minnesota Human Rights Act.
Section 6.10.2 The Developer agrees that it will not discriminate in hiring, advancement,
compensation, discharge and any other terms and conditions of employment against any
applicants for employment or employees based upon race, gender, national origin, age, sexual
orientation, affectional preference and/or any other characteristic protected by federal, state or
City statutes, regulations or ordinances. The Developer agrees that it will comply with Title VII
of the Civil Rights Act of 1964, the Equal Pay Act, Age Discrimination in Employment Act,
Minnesota Human Rights Act, Minnesota Age Discrimination Act, all as amended, and other
federal, state and City statutes and ordinances prohibiting discrimination in employment.
Section 6.11. Prompt Payment to Subcontractors. The Developer shall pay any
subcontractor within ten (10) days of the Developer's receipt of payment by the City for
undisputed services provided by the subcontractor. If the Developer fails within that time to pay
the subcontractor any undisputed amount for which the Developer has received payment by the
City, the Developer shall pay interest to the subcontractor on the unpaid amount at the rate of one
and one-half percent (1.5%) per month or any part of a month. The minimum monthly interest
penalty payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid balance of
less than $100.00, the Developer shall pay the actual interest penalty due to the subcontractor. A
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12
subcontractor who prevails in a civil action to collect interest penalties from the Developer shall
be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action.
The Developer shall, by an appropriate agreement with each subcontractor, require each
subcontractor to make payments to his subcontractors in a similar manner.
Section 6.12. Recitals. The recitals set forth above are incorporated herein as if fully set
forth herein.
Section 6.13. Entirety. This document constitutes the entire agreement between the
parties and supercedes all other agreements, whether oral or written.
Section 6.14. Risks. The Developer agrees to bear all risks associated with legislative
changes or resulting from statutory requirements which the Developer is unable to meet.
(Remainder of Page Intentionally Left Blank)
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13
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and on its behalf and its seal to be hereunto duly affixed, and the Developer has caused this
Agreement to be duly executed in its name and on its behalf, on or as of the date first above
written.
CITY OF PRIOR LAKE
By
Jack G. Haugen, Mayor
Approved as to form
By:
Suesan Lea Pace, City Attorney
By
Frank Boyles, City Manager
(SEAL)
STATE OF MINNESOTA )
( ss.
COUNTY OF SCOTT)
The foregoing instrument was acknowledged before me this _ day of
20_, by Jack G. Haugen, Mayor, and by Frank Boyles, City Manager, of the City of Prior Lake, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted
by its City Council.
NOTARY PUBLIC
This is a signature page to the Development Agreement by and between the City of Prior Lake
and Keystone Communities.
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14
KEYSTONE COMMUNITIES
By
Its
The foregoing instrument was acknowledged before me this _ day of
20_, by , of Keystone Communities, a Minnesota corporation,
on its behalf.
NOTARY PUBLIC
This is a signature page to the Development Agreement by and between the City of Prior Lake
and Keystone Communities.
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15
Description of Site Improvements
Site Grading
Footings and foundations
Building Costs
Landscaping
Lighting for parking lot
SAC and WAC Charges
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EXHIBIT B
B-1