HomeMy WebLinkAboutContract 1765PRELIMINARY DEVELOPMENT AGREEMENT
THIS AGREEMENT, dated this ,~¥Oday of ,2004 by and betxveen the
Columbia Heights Economic Development--~uthority, a body politic and corporate under the
laws of Minnesota, ("Authority") and Williams-Peterson Real Estate, A Partnership
("Developer"):
WITNESSETH:
WHEREAS, the Authority has determined that it is in Authorities best interest that
Developer be designated sole developer of the Property during the term of this Agreement; and
WHEREAS, the Authority and Developer are willing and desirous to undertake the
Development if (i) a satisfactory agreement can be reached for the purchase price of the Property
and the Authorities commitment for public costs, if any, necessary for the Development; (ii)
satisfactory mortgage and equity financing, or adequate cash resources, for the Development can
be secured by Developer; (iii) satisfactory resolution of zoning, land use and site design issues
and (iv) the economic feasibility and soundness of the Development and other necessary
preconditions have been determined to the satisfaction of the parties.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and obligations set forth herein, the parties agree as follows:
1. Negotiations between the parties shall proceed in an attempt to formulate a definitive
development contract ("Contract") based on the following:
Developer's current proposal which shows the scope of the proposed
Development in its latest form as of the date of this Agreement, together with
any changes or modifications required by the Authority;
b)
A mutually satisfactory Contract to be negotiated and agreed upon in
accordance with negotiations contemplated by this Agreement;
¸.c)
Such documentation regarding economic feasibility of the Project as the
. Authority may wish to undertake during the term of this Agreement; and
d) Other terms and conditions of this Agreement.
It is the intention of the parties that this Agreement (a) documents the present
understanding and commitments of the parties and (b) will lead to negotiation and
execution of a mutually satisfactory Contract for the Development prior to the
termination date of this Agreement. The Contract (together with any other agreements
entered into between the parties hereto contemporaneously therewith) when executed,
will supersede all obligations of the parties hereunder. Notwvithstanding anything to the
contrary herein, the Authority shall have no obligation to provide any financial assistance
to the Developer or approve any action in connection with the Development unless and
until final approval by the Authority of a definitive Contract.
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3. During the term of this Agreement, the Developer shall:
a)
Submit to the Authority a design proposal to be approved by the Authority
showing the location, size, and nature of the proposed Development, including
floor layouts, renderings, elevations, and other graphic or written explanations
of the Development. The design proposal shall be accompanied by a
proposed schedule for the starting and completion of all phases of
Development.
b)
Submit an over-all cost estimate for the design and construction of the
Development.
c) Submit a time schedule for all phases of the Development.
d)
Undertake and obtain such other preliminary economic feasibility studies,
income and expense projections, and such other economic information as the
Authority may desire to further confirm the economic feasibility and
soundness of the Development.
e)
Submit to the Authority the Developer's financing plan showing that the
proposed Development is financially feasible.
Furnish satisfactory, financial data to the Authority evidencing the
Developer's ability to undertake the Development.
*Relating to issues a) through f), reasonable progress must be made to the satisfaction of
the Authority during the first 30-60 days.
This Agreement is effective for a term ending 120 days from its date, unless extended by
mutual written agreement of the parties. The Executive Director is authorized to execute
any such extension on behalf of the Authority.
Upon execution of this Agreement, the Authority acknowledges receipt from the
Developer of a deposit in the amount of $3,000, from which funds the Authority may pay
any third party out-of-pocket costs incurred by the Authority or Authority in connection
with the Authorities activities furthering the Development from and after the date of this
Agreement (hereafter, the "Authority Costs"). If at any time the date of this Agreement
the Authority determines that its expenses will exceed $3,000, the Authority may notify
the Developer of the amount of such additional costs. Within ten calendar days of receipt
of said notice, the Developer shall deliver to the Authority the required additional funds.
If a Contract is successfully negotiated, any unused balance in the funds deposited under
this Section 5 (except the nonrefundable portion thereof) shall be returned to the
Developer upon execution of the Contract (unless the parties specify otherwise in the
Contract).
If this Agreement is terminated in accordance with its terms, the Authority will
return to the' Developer the balance of any funds deposited under this section (less any
amounts that are nonrefundable under the terms of this section) as of the date of receipt of
the notice of termination, and less any Authority Costs incurred through the date of
receipt of the notice of termination. For the purposes of this paragraph, Authority Costs
are considered to be incurred if they have been paid, relate to services performed, or are
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payable under a contract entered into, on or before the date of receipt of the notice of
termination.
6. This Agreement may be terminated upon 10 days' written notice by either party to the
other if:
(i)
A party fails to perform any of its obligations hereunder, and fails to cure
the default within 30 days after receipt of written notice thereof; or
(ii)
An impasse has been reached in the negotiation of any material term of the
Contract.
Upon termination under this Section, neither party thereafter shall have any liability or
obligations to the other except as otherwise provided in Section 5 hereof.
Developer is designated as sole developer of the Property during the term of this
Agreement. During the term of this Agreement, the Authority agrees that it will not
negotiate or contract with any other party concerning the development or sale of the
Property. The Developer shall not assign or transfer its rights under this Agreement in
full or in part without the prior written consent of the Authority.
In the event that either party, its heirs, successors or assigns, fail to comply with any of
the provisions of this Agreement, the non-defaulting party may proceed to enforce this
Agreement by appropriate legal or equitable proceedings, or other similar proceedings.
9. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such
decision shall not affect the validity of any remaining portion of the Agreement.
10.
In the event any covenant contained in this Agreement should be breached by one party
and subsequently waived by another 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.
11.
Notice or demand or other communication between or among the parties shall be
sufficiently given if sent by mail, postage prepaid, return receipt requested or delivered
personally:
a)
As to the Authority:
590 40th Avenue NE
Columbia Heights, MN 55421
b)
As to the Developer:
3712 Lincoln Street NE
Columbia Heights, MN
12. This Agreement may be executed simultaneously in any number of counterparts, all of
which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Authority has caused this Ageement to be duly executed in its
name and behalf and its seal to be duly affixed hereto and the Developer has caused this
Ageement to be duly executed as of the day and year first above written.
COLUMBIA HEIGHTS ECONOMIC
Don MMrzyn Jr.
DEVELOPMENT AUTHORITY (EDA)
ITS:
BY:
President
ITS'
Executive Director
ESTATE, A PARTNERSHIP
ITS:
By:
ITS' ~_.?.~ ~./
EX. HIBIT A
LEGAL DESCRIPTION OF PROPERTIES
322 40TH AVENUE
Lot 15, Blk 68, Columbia Heights Annex to Minneapolis, Anoka County, Minnesota
3944 Lookout Place
Rear. Block E, Th. Pt. Of N 1/2, front and rear of Lot 2 thence Lines East of East line of
University Avenue as the same is now laid out & constructed
3950 Lookout Place
Rear. Of Blk East of Columbia Heights Annex, City of Columbia Heights that part of
Lot 1 Blk E. Rearrangement of Block E, Columbia Heights Annex to Minneapolis Desc
as follows-com at the SE corner of said Lot 1-TH nearly along the west line of Lookout
Place at Dist. of 90 Ft-th west to a point on the west line of said lot dist. 128 ft south
from the north line of said lot-th south along the west line of said lot to the south line
thereof-th east to the pt of beg-ex th pt thereof lying west of University Avenue N.E.
Tract "B"
Lot 16 & that part of Lot 17, Block 68, Columbia Heights Annex to Minneapolis, Anoka
County, Minnesota lying southwesterly of the following described "line 1" and
northwesterly of the following described "Line 2".
"Line 1"
Beginning at a point on the south line of said Lot 17, distant 21.00 feet westerly of the
southeast corner; thence northwesterly to a point on the west line, said point being
100.00 feet southerly of the northwest corner and there terminate.
"Line 2"
Beginning at a point on the north line of said Lot 17, distant 10.00 feet easterly of the
northwest corner; thence southwesterly to a point on the west line, said point being
10.00 feet southerly of the northwest corner and there terminate.
3955 University Avenue
Rear. Block E, N. 128feet of Lot 1 and also th. Pt. Of Lot 1 lying West of University
Avenue as extended. Ex North 30ft for hwy
H:\40~' & University\Preliminary Development Agreement-Williams-Peterson