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HRA Agenda 09-26-2005 . . . SPECIAL MEETING AGENDA MONTICELLO HOUSING AND REDEVELOPMENT AUTHORITY Monday, September 26, 2005 - 5:00 p.m. City Hall - 505 Walnut Street Commissioners: Chair Darrin Lahr, Vice Chair Dan Frie, Steve Andrews, Brad Barger, and Bill Fair. Council Liaison: Wayne Mayer. Staff: Rick Wolfsteller, Ollie Koropchak, and Angela Shumann. 1. Call to Order. 2. Consideration to approve entering into a License Agreement between the HRA, the City, and Rocky Mtn Group LLC. 3. Other Business: Next HRA meeting - Wednesday, October 5, 2005 4. Adjournment. . . . HRA Agenda - 09/26/05 2. Consideration to aDProve entering: into a License A2reement between the HRA. the Citv. and Rockv Mtn Group LLC. (O.K.) A. Reference and back2round: In recording of the Lot 1, Block I, Otter Creek Crossing 1 st Addition re-plat for the Rocky Mtn Group, LLC (Dahlheimer's), a number of obstacles arose. First, the legal dcscription provided by the annexation applicant for the annexation ordcr to the state was inaccurate. A lctter to amend the annexation order is in proccss. Secondly and according to the Titlc Company therc appears to be a so foot gap in the legal description for the Lot 1, Block 1, Ottcr Creek Crossing pt Addition. Therefore and according to the Dcveloper's Attorney and the \-IRA's Attorney, this re-plat will be "torrens" land rather than "abstract" land causing a delay in the recording and closing date for conveyance of propcrty. In order to allow Rocky Mtn Group LLC to commence construction prior to conveyance of the property (closing date) and after completion ofthe gcneral grading by the HRA, the Council is asked to consider entering into the attached License Agreement allowing the developer the right of entry to commence construction prior to transfer of title. The Agreement includes a provision that the developer must indemnify the HRA and city and furnish thc HRA with certificate of insurances per the executed Purchase and Redevelopmcnt Contract betwecn the l-IRA and Rocky Mtn Group LLC. It is antici pated the closing wi II not take placc latcr than the October 14, 2005. Thc City Council will act on thc Agreement at their regular scheduled meeting of September 26. This is a housekeeping item to allow the developer the right of entry to commcnce construction. B. Alternative Action: I. A motion to approve entering into a License Agrecment between the HRA, the City, and Rocky Mtn Group LLC. 2. A Inotion to deny approval for entering into a Licensc Agreement between the HRA, the City, and Rocky Mtn Group LLC. 3. A motion to table any action. C. Recommendation: The City Administrator and Economic Developmcnt Director recommend Alternative Action No.1 which will allow the developer to procecd with construction prior to conveyance of the propcrty. . . . LICENSE AGREEMENT THIS LICENSE AGREEMENT is made on this _ day of _, 2005, by and between HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MONTICELLO, a public body corporate and politic under the laws of Minnesota (the "Authority"), the City of Monticello, a Minnesota municipal corporation (the "City") and ROCKY MTN GROUP, LLC, a Minnesota corporation ("Redeveloper"). RECITALS WHEREAS, the Authority and Redeveloper have entered into a Purchase and Redevelopment Contract dated as of September 2, 2005 (the "Contract") for the redevelopment of certain property in the City; and WHEREAS, in accordance with the Contract, the Authority will acquire the property described as Lot 1, Block 1, Otter Creek Crossing 1 sl Addition (the "Redevelopment Property") from the City, and will convey that property to Redeveloper; and WHEREAS, Redeveloper desires to enter upon the Redevelopment Propel1y prior to the transfer of title of the Redevelopment Property to Redeveloper in order to commence site improvements on that property; and WHEREAS, the Authority and Redeveloper intend that Redeveloper will purchase the Redevelopment Property in accordance with the terms of the Contract. However, if for any reason such purchase should not occur, they desire to provide for Redeveloper to pay Authority for: (a) any diminution in the value of the Redevelopment Property which may be caused by work done by Redeveloper upon the Redevelopment Property pursuant to this Agreement; and (b) any other costs and liabilities which Authority may incur because of work done by Redeveloper upon the Redevelopment Property pursuant to this Agreement; and WHEREAS, the Authority has assigned its rights but not its obligations w1der the Contraet to ConU11ercial Partners Exchange Company, LLC ("Intermediary"); and WHEREAS, for the purposes of this License Agreement, the term "Redeveloper" will be construed to include both Rocky Mtn Group, LLC and the Intermediary. AGREEMENT NOW, TIIEREFORE, in consideration of the premises and their mutual promises the parties hereto hereby agree as follows: 1. Earlv Entry. The Authority and City hereby authorize Redeveloper and its agents, cmployees, contractors, and invitees to enter upon the Redevelopment Property solely for the purpose of final grading and installation of footings for the Minimum Improvements described in the Contract. All such work must be undertaken in accordance with approved Construction Plans (as defined in the Contract). Thc right of entry commences upon full execution of this Agrecment and remains in effect lmtil revoked or terminated in accordance with Section 10 hercof. ? Indemnification of Authority. In consideration for such license, Redeveloper agrees to and shall indemnify, defend and hold harmless the Authority and City, their agents, officers, and cmployees from and against any action, claim, damage, liability, loss, cost or expensc (including without limitation attorneys' fees and costs) resulting from: (a) any liens which may be attached to thc Redevelopment Property for labor or materials provided by or at the request of Redevcloper; (b) injury to or dcath of persons; (c) property damage; or (d) any claim, damage, action, loss or destruction whatsoever caused by Redeveloper's agents or contractors in conncction with Redeveloper's entry onto thc Redevelopment Property, pursuant to this License Agreement; or (e) SJB-266917vl MN190-121 . . . diminution in the value of the Redevelopment Property in the event that for any reason Redeveloper does not purchase the Redevelopment Property. 3. Insurance. Before commencing any work on the Redevelopment Property, Redeveloper or its contractors shall furnish the Authority with cet1ificates of insurance demonstrating that Redeveloper or its contractors have obtaincd the insurance coverage required under the Contract and showing the Authority as an additional named insured. Such ccrtificatcs shall contain a statement that the insurance coveragc shall not be changed or canceled without at least thirty (30) days prior written notice to the Authority. Certificates of insurance shall be signed by an authorized representativc of each insurer and all coverage shall be written on policy forms and by insurers acceptable to the Authority. 4. Governing Law. This License Agreement shall be interpreted in accordance with and be governed by the laws of the State of Minnesota. 5. Titles of Articles and Sections. Any titles of the several parts and sections of this License Agreement are inserted for convenience of reference only and shall be disregarded in construing and interpreting any of its provisions. 6. Counterparts. This Liccnse Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 7. Amendment. 'fhis License Agreement may be amended by the parties hereto only by written instmment executed in accordance with the same procedures and fOffi1ality followed for the execution of this License Agreemcnt. 8. No Propertv Interest. The parties agree that this License Agreement is personal to Redeveloper and does not constitute an ownership interest or lien interest in the Redevelopment Property. This License Agreement is not saleable or assignable by Redeveloper. 9. No Estoppel. Redeveloper agrees that the Authority shall not be estopped by this Agreement, nor any action taken by Redevelopcr pursuant to this Agreement, from exercising any rights granted to the Authority by the Contract. 10. Revocation; Termination. (a) This Agreement shall be revocable upon 24 hours written notice by the Authority to Redeveloper at any time prior to an actual conveyance of title of the Redevelopment Property by the Authority to Redeveloper. In the event of such a revocation, under no circumstances shall the Authority be deemed liable to Redeveloper. Redeveloper's obligations to indemnify the Authority pursuant to Section 2 of this Agreement shall survive revocation, expiration, or other termination of this Agreement. (b) If not terminated earlier, this Agreemcnt terminates upon the earlicr of closing under the Contract, or October 14, 2005. 11. Status of Contract. Notwithstanding anything to the contrary in the Contract, the Redeveloper and Authority agree that the date of Closing under Section 3.3(b) of the Contract is extended to October 14, 2005, provided that those parties will use best efforts to close as soon as practicable after the date of this Agreement. Except as expressly provided in this Section, nothing in this Agreement shall be constmed to amend or supersede any term or provision of the Contract. SHl-2(i(i9 17v I MN190-121 2 . . . IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be duly executed in their behalf by their authorized representatives on or as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MONTICELLO By Its Chair By Its Executive Director SJH-266917vl MN 190-121 ') .J . . . CONSENT OF INTERMEDIARY The undcrsigned, as assignee of Rocky Mtn Group, LLC under the Replacement Propeliy Assignment Agreement dated September 6, 2005, consents to the forgoing License Agreement among thc City of Monticello, the Housing and Redevelopment Authority in and for the City of Monticello and Rocky Mtn Group, LLC Dated: sm.266917v I MNl'10.121 COMMERCIAL PARTNERS COMPANY, LLC By Its 6 EXCHANGE