HomeMy WebLinkAbout10C - 16180 Hastings Avenue
MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
DISCUSSION:
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16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
CITY COUNCIL AGENDA REPORT
February 6, 2005
10C
Kelly Meyer, Asst. to the City Manager
CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER
TO ENTER INTO A MODIFIED VERSION OF THE CITY'S STANDARD PURCHASE AGREEMENT
FOR THE SALE OF 16180 HASTINGS AVENUE IN CONNECTION WITH THE DEVELOPMENT OF
A THREE-STORY OFFICE/RETAIL BUILDING BY ROCK CREEK DESIGNERS & BUILDERS, LLC
IN DOWNTOWN PRIOR LAKE.
Introduction: The purpose of this agenda item is to formally authorize the Mayor and City Manager to
enter into a Purchase Agreement for the sale of property at 16180 Hastings Avenue in Downtown
Prior Lake to Rock Creek Designers & Builders, LLC.
History: The City owns a 49'x 145' parcel at the intersection of Main Avenue and Hastings in
Downtown Prior Lake. In early 2005, the City requested proposals from bidders interested in
purchasing this site in order to construct a commercial building. The intent in seeking proposals for
this development was to continue the redevelopment efforts in the downtown area consistent with the
direction provided in the City's 2030 Vision and Strategic Plan.
On June 6, 2005, the City Council awarded the project to Rock Creek Designers and Builders
represented by Dan Schaefer whose proposal most closely conformed with the requirements of the
RFP, planned for a 3-story building consistent with the design guidelines for Downtown, and offered a
purchase price of $200,000 for the parcel.
On October 17, 2005, the City Council authorized City participation in three documents. The first was
an Agreement Regarding the Purchase of City-Owned Property (as amended) that set out the terms
and conditions of the sale, assuring that the sale of the property would not occur unless Rock Creek
secured a building permit by January 3,2005, and commenced construction by April 7, 2006. The
second document was a development agreement, and the third document was a lease agreement
that provided that the parking lot adjacent to the site would be leased to provide parking.
Since October 2005, the developer and City have been working to satisfy the requirements of these
agreements and issue a building permit. Although several delays have occurred from the original
deadlines, the building permit was issued on December 31,2005.
Current Circumstances: At this time, all the conditions set out in the above agreements for the sale of
the property have been met. The next step in the process is to enter into a modified version of the
City's standard purchase agreement and complete the sale. Attached is a copy of the proposed
agreement. The developer will have to agree to the terms and submit a signed document prior to the
Council considering this item.
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There has been a recent delay in the process for closing on the property attributable to both parties.
We have finalized the building size and exterior to be considerably better than originally proposed. All
stucco or EIFS (exterior insulation finishing system) has been removed and replaced with rock or
brick. The building footprint was increased in size from 4800 square ft. to 5600 sq. ft. The middle
cornice has been extended to break up the building mass, signify the entry and render the building a
landmark. These factors increased the building cost in excess of $300,000. Attached is a graphic
showing the building exterior, with the exception of the cornice extension agreed to in the attached e-
mail. This process has resulted in a delay from the initial timeline. As such, subject to approval by
the Council, the City and Developer have agreed to extend the timeline for beginning construction to
from April 7, 2006 to May 7,2006. This extension would also impact the completion date under the
agreements, which is 14 months from the beginning of construction. In this case, July 7,2007.
Once we close on the sale of the property, the agreements between the City and developer provide
the remaining deadlines:
Commence Construction On or before May 7,2005
Complete Construction....................,Within 14 months (July 7,2007)
Final Certificate of Occupancy Within 60 days after constructed (Sept. 7, 2007)
Conclusion: This action is the next step in the process for development of a three-story office/retail
building by Rock Creek Designers & Builders, LLC. Action by the Council would authorize the staff to
complete the sale based upon the terms and conditions set forth in the attached Purchase
Agreement, the Agreement Regarding the Purchase of City-Owned Property dated October 17, 2005,
and the Development Agreement dated October 17,2005.
ISSUES:
There are no significant issues in the proposed Purchase Agreement. Some modifications have
been made from the City's standard version in order to incorporate the two previous agreements (and
their conditions) that have driven this project - the Agreement for the Purchase of City-Owned
Property, and the Development Agreement. Consistent with those documents, any non-performance
on the part of the developer in commencing construction of the building by May 7, 2006 would result
in rescission of the sale of the property, the City retaining the $200,000 purchase price, as well as
any cash payments received for extension of the original timeline. Language to this affect is required
in the conveyance document as well.
The City Attorney has reviewed and been involved with the construction of the Purchase Agreement.
At the time of submittal of this report, we do not have a signed agreement, but expect to finalize all of
the details and submit a signed agreement to the Council on February 6, 2006.
FINANCIAL
IMPACT:
The sale of the property will provide $200,000. The City will assume closing costs typical of the
Seller, including the costs for providing marketable title and providing an owner's policy of title
insurance in lieu of an abstract. Staff does not expect those costs to exceed $3,000. In the event
there are title corrections that would require additional funds, staff would come back to the Council for
authorization.
The long-term financial impact of this project is more difficult to quantify. The addition of a building
appraised at $2.8 million to the site will provide additional tax base, and the new building will allow
more business to move into our Downtown area to continue our revitalization efforts as directed by
the City's 2030 Vision and Strategic Plan.
No City subsidy will be used to support this project.
ALTERNATIVES:
1. Adopt the resolution authorizing execution of the proposed Purchase Agreement, and directing
staff to amend the timelines in both the Development Agreement and Agreement Regarding the
Purchase of City-Owned Property to be consistent with a construction commencement date of
May 7,2006.
2. Take no action and provide staff with direction.
RECOMMENDED
MOTION:
Alternative 1. Motion and Second to Approve Resolution 06-XX Authorizing the Mayor and City
Manager to Enter into a modified version of the City's Standard Purchase Agreement for the Sale of
Property at 16180 Hastings Avenue, Prior Lake, and Directing the Staff to Amend the Timeline in the
Developm t Agreement and Agreement Regarding the Purchase of City-Owned Property to be
co 'sten ith a construction commencement date of May 7,2006.
16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
RESOLUTION 06-XX
A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO ENTER
INTO A MODIFIED VERSION OF THE CITY'S STANDARD PURCHASE AGREEMENT
FOR THE SALE OF 16180 HASTINGS AVENUE IN CONNECTION WITH
THE DEVELOPMENT OF A THREE-STORY BUILDING BY
ROCK CREEK DESIGNERS & BUILDERS, LLC.
Motion By:
Second By:
WHEREAS, the 2030 Vision and Strategic Plan provides that continued redevelopment of the Downtown Prior
Lake area is important to the citizens of Prior Lake; and
WHEREAS, the City Council has deemed that a parcel located at the intersection of Main Avenue and Hastings
Avenue (16180 Hastings Avenue) is surplus to the City's needs; and
WHEREAS, Rock Creek Designers & Builders, LLC submitted a proposal consistent with the terms and
conditions set forth in the Request for Proposals issued by the City for the sale of the property and
construction of a new three-story building, and
WHEREAS, the City Council awarded the project to Rock Creek Designers & Builders LLC and entered into
agreements setting out the terms and conditions of the sale and development; and
WHEREAS, the developer has met each of the conditions required to proceed with the purchase of the property,
and the City staff has negotiated in good faith the terms and conditions of the Purchase Agreement
consistent with the provisions of the Agreement Regarding the Purchase of City-Owned Property
dated October 17, 2005, and the Development Agreement dated October 17, 2006; and
WHEREAS, the property owner has indicated his acceptance of the terms of the purchase by executing a
modified version of the City's standard purchase agreement; and
WHEREAS, a delay in the deadline for closing on the sale of the property has been caused by both of the parties
which is cause for an adjustment to the timeline to commence construction; and
WHEREAS, the Council believes the terms and conditions of the Purchase Agreement are appropriate, as well
as an adjustment to the timeline to commence construction.
NOW THEREFORE, BE IT RESOLVED BYTHE CITY COUNCIL OF PRIOR LAKE, MINNESOTA that:
1. The recitals set forth above are incorporated herein.
2. The Mayor and City Manager are hereby authorized to enter into a modified version of the City's Standard
Purchase Agreement for the sale of the property at 16180 Hastings Avenue, Prior Lake, MN, in accordance
with the terms and conditions of an Agreement Regarding Purchase of City-Owned Property dated October 17,
2005, and a Development Agreement dated October 17, 2005.
3. Staff is hereby directed to amend the timeline in the Development Agreement and Agreement Regarding the
Purchase of City-Owned Property for the commencement of construction to May 7,2006.
4. Staff is hereby authorized to proceed to close the transaction consistent with the terms and conditions of the
Purchase Agreement.
R:\RESOLUTI\ADMINRES\2006\PA for Rock Creek. DOC
www.cityofpriorlake.com
Phone 952.447.4230 / Fax 952.447.4245
PASSED AND ADOPTED THIS 6TH DAY OF FEBRUARY, 2006.
YES
Haugen Haugen
Dornbush Dornbush
Erickson Erickson
leMair leMair
Millar Millar
NO
City Manager, City of Prior lake
R:\RESOLUTI\ADMINRES\2006\PA for Rock Creek.DOC
AGREEMENT REGARDING THE PURCHASE OF CITY OWNED PROPERTY
This Agreement is entered into this{7~ay of tYc./.o6..e..u.005 by and between the City of
Prior Lake, Minnesota, a Minnesota municipal corporation (hereinafter "City"), and Rock Creek
Designers & Builders, LLC, a Minnesota Limited Liability Corporation (hereinafter
"Purchaser") .
RECITALS
WHEREAS, the City is the owner of two parcels of land on unimproved real property
located at Main Avenue and Hasting Streets in the City of Prior Lake, Scott County, Minnesota
("Property"), as legally described on Exhibit A attached hereto and incorporated herein; and
WHEREAS, on May 2, 2005 the City Council pursuant to applicable State Statutes and
City Code requirements declared the Property surplus and authorized the City Manager to
undertake a sealed competitive Request for Proposal process to dispose of the Property; and
WHEREAS, on June 6, 2005 the City Council accepted the Proposal from Purchaser, in
the amount of Two Hundred Thousand and no/1 00 Dollars ($200,000.00), to purchase the
Property, subject to entering into an agreement with the City to construct the structure described
in the Purchaser's response to the City's Request for Proposals ("Proposal"), dated May 27, 2005
and which is attached hereto and incorporated herein as Exhibit B and
WHEREAS, this Agreement is intended to set forth the terms and conditions under which
the City will (1) enter into a real estate purchase agreement with the Purchaser and (2) close with
the Purchaser on the sale of the Property; and
WHEREAS, the process hereinafter described in this Agreement for the sale and
purchase of the Property is designed to ensure that the Purchaser is not acquiring the Property to
hold until the value of the Property exceeds the Purchaser's purchase price.
NOW THEREFORE, based on the mutual promises and covenants set forth herein, the
sufficiency of which is not disputed, the parties agree as follows:
1. The Recitals set forth above are incorporated herein as if -fully set forth.
2. The City will sell Purchaser the Property for the total Purchase Price of Two
Hundred Thousand and no/lOO Dollars ($200,000.00), subject to the terms and conditions
described in this Agreement and the purchase agreement attached hereto and incorporated herein
by reference (hereinafter "Purchase Agreement").
3. The Purchaser shall prepare plans for the construction of a three-story commercial
retail and office building. Each floor of the building will be approximately four thousand eight
hundred (4,800) square feet. The architecture of the building, in the judgment of the Planning
Director and City Engineer of the City, shall be consistent with the rendering and narrative
description of the building submitted with the Purchaser's Proposal. The height of the proposed
Building requires a conditional use permit ("CUP"). The application for the CUP and the
preliminary Building Plans shall be submitted to the City on or before August 26,2005.
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4. The Purchaser shall provide the City proof of construction and permanent
financing, satisfactory to the City's Finance Director, for the construction of the building
described in Paragraph 3 by August 26, 2005.
5. The Purchaser shall apply for and secure a building permit for the building
described in Paragraph 3 on or before October 3, 2005, or as extended pursuant to the
Development Agreement attached as Exhibit C.
6. Purchaser shall not be in default under this Agreement or the Purchase Agreement
for the Property due to delays caused by acts of God, acts of riot or terrorism, weather conditions
which delay construction, shortages of material and/or labor, delays caused by entities or persons
over whom or conditions over which Developer has no control.
7. The Mayor and City Manager shall execute the Purchase Agreement within five
(5) days of the issuance of a building permit for the building referenced in Paragraph 5 above.
8. On or before the date for the closing as provided forin the Purchase Agreement,
the Purchaser shall execute a Deve~opment Agreement with the City, a copy of such
Development Agreement attached as Exhibit C and incorporated herein ("Development
Agreement"). The Development Agreement shall be required to be executed by the parties
designated therein to assure that the Purchaser constructs the building for which the building
permit is issued. The Development Agreement sets out a project development timeline and the
City's remedies in the event the Purchaser fails to meet the project development timeline.
9. The City and Purchaser shall close on the sale of the Property within ten (10)
business days from the date the Purchase Agreement is executed by both parties.
10. The document of conveyance for the sale of the Property shall contain a rescission
provision. The City shall be entitled to rescind the sale of the property AND retain the Purchase
Price of the Property if the Purchaser fails to commence construction, as described in the
Development Agreement, on or before April 7, 2006. Purchaser acknowledges that the City
selected Purchaser's bid to purchase the Property based on the Purchaser's representations to the
City of its intent to develop the Property as provided for herem and in accordance with the
Development Agreement. Purchaser agrees that the City is entitled to regain fee title to the
Property and retain the Purchase Price in the event Purchaser fails to commence construction on
or before April 7, 2006. Upon the completion of the improvements to be constructed by the
Purchaser on the Property in accordance with the terms and conditions hereof, and the issuance
of a certificate of occupancy by the City, the Purchaser's Cash Deposit (defined below) provided
for shall be released.
11. If Purchaser fails to enter into the Purchase Agreement within five (5) business
days from the date the building permit is issued or close on the Property within the time specified
in Paragraph 9 of this Agreement the City may, in its sole discretion, terminate this Agreement
and retain the Purchaser's cash deposit in the amount of Fifteen Thousand Dollars ($15,000.00)
(the "Cash Deposit") together with any extension payments provided for in the Development
Agreement.. The Purchaser agrees that the City is entitled to retain the Cash Deposit and any
DN: 256930
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2
_.__._____._w_____..~,4_'".,._..,_.._.__...___~__...,",..~..~__,."...._,.............__.._"'". .. ,._....".,.,.."'_~____..~~__".H~_.,_.....~"..~__~_~___-'"",.,-+~<-"""~
extension payments made as damages owed to the City for the delay Purchaser caused in the
development of the Property consistent with the City's 2030 Vision and Strategic Plan.
12. Purchaser may assign this Agreement to the affiliate of Purchaser which will
develop the Property. This Agreement is not otherwise assignable by the Purchaser or its
affiliate without the prior written consent of the City Council, which consent may be withheld by
the City for any reason whatsoever.
13. . There shall be no amendments to this Agreement unless in writing, signed by the
parties and approved by resolution of the City Council. The City's failure to promptly take legal
action to enforce this Agreement shall not be a waiver or release.
14. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this
Agreement is for any reason held invalid by a court of competent jurisdiction, such decision shall
not affect the validity of the remaining portions of this Agreement. This Agreement shall survive
the closing on the Property.
15. This Agreement shall be governed by the laws of the State of Minnesota.
16. Both parties to this Agreement have been represented by counsel during the
negotiations, drafting and execution of this Agreement.9
IN WITNESS WHEREOF, the Seller and Buyer have executed this Agreement as of
the day and year first above written.
By:
BY:~~
ROCK CREEK DESIGNERS & BU
LL
ON: 256930
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3
STATE OF MINNESOTA )
) ss.
COUNTY OF SCOTT )
CHARLOTTE R. GREEN
NOTARY PUBLIC. MINNESOTA
My Commission exp.res Jail 31, 2010
O The foregoing instrument was acknowledged before me this /'7'1(.c day of
oktf.<.x.-J , 2005, 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.
(!~>&--U-'A)
Notary Public -
STATE OF MINNESOTA )
'COUNTY--OF ;S~-H- - } ~~.
~_P"~~"""'~
r~~---._- - . '.. ..---~.---
CHARLOTTE R. GREEN
NOTABY P.UBLtC_,.MINNESOTA '
y Commission Expires Jan. 31. 2010
The foregoing ins~ wa& );cknowl~ged before me this 17~ day of
(!k..J-.')iHJ1J , 2005, by ~11: I ;)(!ll.PJ--If/fresident of Rock Creek Designers &
Builders, LLC, a Minnesota limited liability company, on its behalf.
(! AllAifl1Q ~1,
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Suesan Lea Pace, Esq.
Halleland, Lewis, Nilan & Johnson
-600-U.S. Bank Plaza South
220 South Sixth Street
Minneapolis, MN 55402-4501
612-338-1838
DN: 256930
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4
DN: 256930
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
5
EXHIBIT B
PROPOSAL FROM PURCHASER DATED MAY 27,2005
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EXHIBIT C
DEVELOPMENT AGREEMENT
This Agreement is entered into this _ day of , 2005 by and between the City
of Prior Lake ("City"), a Minnesota municipal corporation and Rock Creek Designers &
Builders, LLC ("Developer"), a Minnesota Limited Liability Corporation.
RECITALS
WHEREAS, the City and Developer have executed a Purchase Agreement dated
, 2005, which Purchase Agreement is attached hereto and incorporated herein
as Exhibit 1; and
WHEREAS, the sale of the Property is subject to an AGREEMENT REGARDING THE
PURCHASE OF CITY OWNED PROPERTY dated , 2005, which Agreement
- ~- ls-attlfched ~hereto-an:d ~mcorporated heretnas Exhihir2;and ~ ~ ~~- -- -- --- --~- --- __n ----~ ~----------
WHEREAS, the City sold Developer real property located at Main Street and Hasting
Avenue, Prior Lake, Scott County, Minnesota as legally described in the aforementioned
Agreement in the preceding recital; and
WHEREAS, the Developer submitted a written proposal to the City dated May 27,
2005, which proposal is attached hereto and incorporated herein as Exhibit 3; and
WHEREAS, the City desires to ensure that the property sold to the Developer is
developed as set forth in Developer's proposal.
NOW THEREFORE, based on the mutual promises and covenants set forth herein, the
sufficiency of which is not disputed, the parties agree as follows:
1. The Recitals set forth above are incorporated herein as if fully set forth herein.
2. The Developer shall execute this Development Agreement on and after October 7,
2005 _ but _ before the date _of Closing as provided for in the Purchase Agreement. _The _ Cash
Deposit provided to the City with Developers' proposal dated May 27, 2005 shall remain in
place as security for performance pursuant to this Development Agreement.
3. Developer shall construct a three-story commercial retail and office building on
the Property consistent with its May 27, 2005 proposal, and in conformance with the building
plans for the building approved by the City. The height of the building will require a
conditional-use permit ("CUP") from the City. The Developer provides for a specific Project
Development Timeline set forth as follows, to wit:
a. Submit Land Development RFP: May 27,2005
b. Execute City Development Agreement: October 7, 2005
c. Submit CUP Application and Preliminary Building
Plans Building Plans for City Review: August 26, 2005
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d. Submit Plans for and Secure a Building Permit:
e. Provide Financing Satisfactory to City:
f. Close on Purchase of Property:
g. Commence Construction:
h. Complete Construction
October 3, 2005 *
August 26, 2005
October 22, 2005*
November 1, 2005*
Fourteen (14) months from
commencement of construction
Sixty (60) days from completion
of construction
1. Final Certificate of Occupancy
* Subject to paid extensions described below.
Developer's financing requires that fifty percent (50%) of the building be leased (the
"Fifty Percent Lease Requirement") prior to funding of the construction loan and commencement
of construction. If Developer has not met the Fifty Percent Lease Requirement and obtained a
building permit by October 3,2005, this deadline may be extended by Developer, in increments
of forty-five (45) days, but in no event to later than January 3, 2006. The first extension shall run
-- - --rrom -octooer 3;Z-003-tfiiougIi-N ovemoer17 ;-T005 and-the secondei1eriSioJl, -ifexerased~ll-
run from November 18, 2005 through January 3, 2006. As a condition to the grant of each
extension of forty-five (45) days, Developer shall pay to the City, a cashier's check in, the sum
of Fifteen Thousand and no/lOO Dollars ($15,000.00), in advance. If Developer fails to
commence construction on or before April 7, 2006, Developer forfeits all payments made for
each extension and the Cash Deposit and, in addition, the City shall have the rescission right
described in paragraph 5 below.
Construction must be completed within fourteen (14) months from commencement of
construction (April 7, 2006) and the final certificate of occupancy must be obtained with sixty
(60) days thereafter.
4. Developer shall construct the building and complete the project described in
Exhibit 3 in accordance with the Project Development Timeline formally set out in Paragraph 3
above. The failure of the Developer to meet any of the dates set forth in the Project
Development Timeline shall constitute a material breach of this Development Agreement.
5. In the event Developer fails to commence construction on or before April 7, 2006,
the - CitY shall give Developer notice - tliat it. Is - mrmeaiatefy:-{l} rescfuailig tlie-saIe of the
Property, (2) retaining the Cash Deposit in addition to the Purchase Price paid for the Property
by the Purchaser, and (3) retaining each of the Fifteen Thousand and no/l 00 Dollar ($15,000.00)
extension payments described above. If the sale of the property is rescinded the City shall be
entitled to retain the Purchase Price, the Cash Deposit and the extension payments and the
Developer hereby agrees to reconvey the Property to the City by appropriate documents of
conveyance approved by the City. Upon commencement of construction by Developer, the right
of rescission shall terminate and the City shall release the termination right by execution and
delivery of a quit claim deed to the Property. To commence construction, Developer must
commence construction of foundation footings and foundation, at a cost of not less that
$100,000, and must enter into a construction loan in an amount sufficient to fund, together with
Developer's equity, the completion of construction.
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8
In the event of breach of this Development Agreement, other than a breach of the
construction commencement date, the City shall provide Developer with (I) written notice of the
breach describing the breach and (2) a period of fifteen (15) days within which to cure the
breach. In the event Developer does not cure the breach within the said fifteen (15) day period,
the City shall have the right to: (I) draw upon the Fifteen Thousand and/no Dollars ($15,000.00)
Cash Deposit, (2) retain each of the Fifteen Thousand and no/1 00 Dollars ($15,000.00) extension
payments described above, and (3) seek specific performance of this Agreement by Developer.
6. The Notice provided for in Paragraph 5 shall be sent to:
Rock Creek Designers & Builders, LLC
16817 Duluth Avenue, SE
Prior Lake, MN 55372
7. If Developer meets the completion construction date, the Fifteen Thousand and
no/lOO Dollars ($15,000.00) Cash Deposit shall continue to be held by the City and reduced, in
--the-event oJ'Developer's-deraUlt; ill an- airiount deieimiD.ed oy fue-City;in itS -sille-discretIOn:; uiliir
the final certificate of occupancy is issued, at which time allor, if applicable, the remaining
amount of the Cash Deposit shall be released.
For purposes of this Agreement, the construction completion date shall be June 7. 2007,
which is fourteen (14) months after the date Developer is required to .commence construction.
Thereafter, the Developer shall have sixty (60) days to obtain a final certificate of occupancy. for
the Property. Developer agrees that on. May I, 2006, Developer shall lease the City-owned
parking lot located adjacent to the Property. If Developer intends to utilize the City-owned
parking lot for construction of the building prior to May 1, 2006, the Lease shall start on the date
of such us~.
On May 1, 2007, or earlier as required in this paragraph, the=Developer shall execute and
deliver to the City two (2) originals of the Parking Lot Lease, attached hereto as Exhibit 4, to the
City and the City shall execute the two (2) originals and return one (I) fully-signed original to
Developer within five (5) days of the construction completion date.
8. Both parties acknowledge that they have been represented by legal counsel in
connectIon with the acquisition of the 'Property, this Development Agreement ana thciParkiilg
Lease. Legal counsel for the parties have both been involved in drafting this Agreement.
9. This Agreement shall be recorded against the Property and released upon issuance
of the final Certificate of Occupancy.
10. This Agreement shall survive the closing on the sale of the Property and the
delivery of the deed to the Developer and shall be enforceable after the closing in accordance
with the terms and conditions contained herein. The doctrine of merger shall not apply to this
Agreement.
11. The Developer shall indemnify, defend and hold the City, its City Council,
agents, employees, attorneys and representatives hannless against any and all claims, demands,
actions, suits, proceedings, liens, losses, costs, expenses, obligations, liabilities, damages,
DN: 256930
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9
recoveries or deficiencies, including interest, penalties, and attorneys' fees, that the City incurs
or suffers, which arise out of, result from or relate to this Development Agreement. Nothing
herein shall require Developer to indemnify, defend or hold the City harmless from any
intentional tort, reckless or negligent acts of the City or its employees, representatives and
agents.
12. This Development Agreement may not be assigned by Developer, other than to
the affiliate of Developer which will develop the Property, without the prior written consent of
the City. The City is not obligated for any reason to consent to an assignment.
13. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this
Development Agreement is declared invalid by a court of competent jurisdiction, such decision
shall not affect the validity of the remaining portion of this Development Agreement.
14. There shall be no amendments to this Development Agreement unless in writing,
signed by the parties and approved by a resolution of the City Council.
15. This Development Agreement shall be governed by the laws of the State of
Minnesota.
16. Developer shall not be in default under this Agreement or the Purchase
Agreement for the Property due to delays caused by acts of God, acts of riot or terrorism,
weather conditions which delay construction, shortages of material and/or labor, delays caused
by entities or persons over whom or conditions over which Developer has no control. ,
By:
By:
DEVELOPER:
ROCK CREEK DESIGNERS & BUILDERS,
LLC
DN: 256930
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10
STATE OF MINNESOTA )
) ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this 11~ day of
O~~ , 2005, 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.
t?',
"'-.... ,,1'1,...',-
, .. NOlARYPUtlU\,,-I~III"I~c;.~U'"
. My CcIlNlliStkJft ExpireS'" 31, 2010
CHARLOTTE R. GREEN
NOTARY PUBLIC - MINNESOTA
, mmlsslon Exp:res Jan, 31,2010
(!J{/l})~,~
Notary Public
STATE OF MINNESOTA
-------------COUNTY OF ~~~,.f -
)
)s..s.,
)
CHARLOTTE R. GREEN
NOTARY PUBLIC - MINNESOTA
My "COlllrTiisSiOnExp:res jan~31.201il
The foregoing inst:run:le,I!.t was, asknowle9-ged before me this tf-r, day of
OC1-d ~ , 2005, by Valle { vl4t..<l$esident of Rock Creek Designers &
Builders, a Minnesota limited liability company, on its behalf.
(! k{L1l~) 'J.k #-R.k'~
Notary Public
DRAFTED BY:
City of Prior Lake
16200 Eagle Creek Avenue SE
Prior Lake, Minnesota 55372
DN: 256930
STPL- Word:~631l2.R
11
EXHIBIT 1
PURCHASE AGREEMENT
DN: 256930
STPL-Word:~~
12
EXHIBIT 2
AGREEMENT REGARDING THE PURCHASE OF CITY ON PROPERTY
DN: 256930
STPL-Word:~.6.Hl2..B.
13
DN: 256930 ,
STPL-Word:~63412 8
EXHIBIT 3
DEVELOPER'S MAY 27,2005 PROPOSAL
14
EXHffiIT 4
PARKING LOT LEASE
DN: 256930 15
STPL-Word:~63412 8