HomeMy WebLinkAbout10-05-20 Special CCPMayor
Donna Schmitt Councilmembers
Robert A. Williams John Murzyn, Jr.
Connie Buesgens Nick Novitsky City Manager
Kelli Bourgeois
www.columbiaheightsmn.gov
AGENDA
CITY COUNCIL SPECIAL MEETING
LIBRARY COMMUNITY ROOM
3939 CENTRAL AVE NE
MONDAY, OCTOBER 5, 2020
5:15 PM OR IMMEDIATELY FOLLOWING THE EDA
MEETING
JH NOTICE THAT THIS MEETING MAY BE CONDUCTED BY A COMBINATION OF IN-PERSON AND ELECTRONIC MEANS
Following a determination by City Manager Kelli Bourgeois, and emergencies declared by the United States, The State of
Minnesota, and the Columbia Heights Mayor & City Council, this meeting may, pursuant to Minn. Stat. § 13D.021, occur
by a combination of in-person and electronic means. In all meeting formats whether solely in-person or a combination of
in-person and electronic means, members of the public who wish to attend may do so by attending in-person or by calling 1-312-626-6799 and entering meeting ID 798 821 7248 at the scheduled meeting time. If there are any questions about
this notice or attending/calling in to the meeting, please contact the City Clerk at (763) 706-3611.
1.CALL TO ORDER/ROLL CALL
2.PLEDGE OF ALLEGIANCE
3.APPROVAL OF AGENDA
4.ITEMS FOR CONSIDERATION
A.Approve City Hall Condo Transfer Agreement
MOTION: Move to waive the reading of Resolution 2020-79, there being ample copies available to the public.
MOTION: Move to approve Resolution 2020-79, a resolution approving Transfer Agreement which recites terms for
conveyance to City of City Hall component.
B.Authorize Purchase of Laserfiche Municipality Site License
MOTION: Move to authorize purchase of Laserfiche Municipality Site License and associated labor costs from OPG-
3 in an amount not to exceed $28,700 using 2020 budgeted funds of $16,000 and $12,700 CARES funding.
C.Approve Contract with SEH for Phase 1 Services for Monopole Cell Tower at 3989 Central Avenue
MOTION: Move to approve professional services contract with SEH for Phase 1 Services through bidding for
monopole cellular tower located at 3989 Central Avenue.
5.CITY COUNCIL AND ADMINISTRATIVE REPORTS
Report of the City Council
Report of the City Manager
6.ADJOURNMENT
_______________________________________________
Kelli Bourgeois, City Manager
Auxiliary aids or other accommodations for disabled persons are available upon request when the request is made at
least 48 hours in advance. Please contact Administration at 763-706-3610 to make arrangements.
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AGENDA SECTION ITEMS FOR CONSIDERATION
ITEM NO. 4A
MEETING DATE OCTOBER 5, 2020
CITY OF COLUMBIA HEIGHTS - COUNCIL LETTER
ITEM: Approve City Hall Condo Transfer Agreement
DEPARTMENT: Community Development CITY MANAGER’S APPROVAL:
BY/DATE: Aaron Chirpich, 10/02/2020 BY/DATE: 10/2/20
CITY STRATEGY: #6: Excellent Housing/Neighborhoods
Additional Strategy? #2: Economic Strength
SHORT TERM GOAL (IF APPLICABLE): N/A
Additional Goal? N/A
BACKGROUND:
On September 28, 2020 the City Council approved the sale of the redevelopment site located at 40th and
Central Avenue to BPOZ, LLC. As part of the purchase and redevelopment contract terms, BPOZ has agreed to
construct a 21,000 square foot office condominium that will be conveyed to the City for the buildout of a new
City Hall. The City Hall space will be delivered to the City in a condition referred to as “gray-shell.” Generally
speaking, the term gray-shell finish is used to describe a unit where the interior is mostly unfinished with just
the basic utility connections stubbed into the space. This means that the City will have to contract
independently for the finish work needed to complete the new City Hall, as has been planned since the
project’s conception.
To ensure the future delivery of the City Hall condo unit, and specific standards for the condition of the unit at
the time of conveyance, the City must execute a transfer agreement. The proposed transfer agreement
functions much like a purchase agreement, but is labeled as a transfer rather than purchase because the City is
paying for the condo unit on the front end of the transaction by reducing the sale price of the development
site. The primary provisions of the transfer agreement are summarized below.
Condo Value/Cost:
The value of the gray shell City Hall condo unit is $2,115,000. As mentioned earlier, the City has agreed to
reduce the sale price of the development site by this amount on the front end of the transaction. Therefore, at
the time of the transfer, the unit will already be paid for. The City will still be subject to the closing costs that
are typically assigned to the buyer in an arm’s length transaction.
Gay Shell Specifications:
The transfer agreement will include a list of specifications that clearly define the expectations for what is
included in the gray shell unit at the time of conveyance. The City will have the right to inspect the unit to
determine that it has been completed according to the agreement and make sure that the work is not
incomplete or defective.
City Hall Upgrades:
As part of the purchase and redevelopment agreement, BPOZ, LLC has agreed to construct certain elements
related to the exterior finish of the City Hall condo that are considered upgrades from the basic level of finish
that would be found in a typical commercial condo unit. The current estimated cost of the upgrades is
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City of Columbia Heights - Council Letter Page 2
$500,000. According to the terms of the transfer agreement, the City will put this money into escrow at closing
and BPOZ will draw on the funds as the upgrades are completed. The upgrade areas are as follows:
• City Hall Façade – the main exterior façade along Central and 40th Avenues has been upgraded to
create a more distinct look for the City Hall with higher end finishes and architectural features.
• Street Scaping - the street scape elements in front of City Hall have been enhanced to include items
such as decorative benches, protective bollards, colored concrete, and heated concrete at the main
entrance.
• City Hall Vestibule – the entrance from the covered parking area into the City Hall has been
embellished to create a more distinct and visually appealing primary entrance for residents and
visitors to City Hall.
Additional Installations:
As part of the City’s agreement with BPOZ, certain improvements that are outside of the City Hall condo space
are included in the transfer. These improvements are being called the Additional Installations. These
improvements are specified in the transfer agreement exhibits and include the following:
• The 28 stall parking garage serving City Hall.
• Security system connections to integrate City Hall fire safety systems with the entire building.
• Variant refrigerant flow (VRF) heating and cooling units that serve the City Hall condo.
• Rooftop heating, ventilation and air conditioning (HVAC) unit.
• Shared use of an emergency generator for life safety systems.
Other Related Agreements:
Working in conjunction with the transfer contract, there are additional agreements that relate to the
conveyance of the new City Hall condominium. These agreements will be approved by the City Council
separately at a later date. These agreements are summarized below.
Condominium Declarations and Bylaws:
The declarations and bylaws dictate the management and cost sharing structure for the condominium
association. These documents are very close to being complete, and all substantive elements have been fully
negotiated. These documents will not be formally adopted and recorded until the condo units are built and
the City Hall condo is ready for transfer to the City.
One of the primary components of the declarations is the breakdown and budget for the association
maintained general common elements within the development. These elements include the following:
• Insurance for shared spaces
• Window washing
• Association management fees
• Storm water management system
• Shared emergency generator
• Exterior grounds and landscaping
• Exterior utilities (electric and water) 3
City of Columbia Heights - Council Letter Page 3
• Snow removal
• Pocket Park maintenance
• Roof maintenance and replacement
The declarations dictate that the cost sharing equation for these common elements is based upon the square
footage of each condo unit as a percentage of the total project area. Using this method of calculation, the City
will be responsible for 5 percent of the costs of operation and maintenance for the general common elements.
At this time, 5 percent of the estimated annual budget is $6,300.
Parking License Agreement:
As part of the land use approvals, the City approved a shared parking arrangement between the multifamily
condo unit and the City Hall condo unit. Under this arrangement, City staff will park in the main level
multifamily parking area during normal business hours, and apartment residents will park in the same spots at
all other times. There will be a fee for the City use of these rented spaces. Within this designated area, there is
38 City staff parking stalls. Each stall will cost $60 per month to rent for a total annual fee of $27,360. The fee
structure also has an annual escalator of 1 percent. To help minimize parking fees overtime, the City can
reduce the number of rented spaces if it is determined that 38 spaces are not needed once the facility is
operational. Additionally, the City has the option to lease out some of the parking stalls from the lot that is
dedicated to the City Hall. Staff has discussed the opportunity to rent these stalls back to the multifamily unit
on the weekends when City Hall is closed. This type of arrangement would work very well for weekend guests
visiting the apartments.
STAFF RECOMMENDATION:
Staff recommends approval of Resolution 2020-79, on first consideration.
RECOMMENDED MOTION(S):
Motion: Move to waive the reading of Resolution 2020-79, there being ample copies available to the public.
Motion: Move to approve Resolution 2020-79, a resolution approving transfer agreement which recites terms
and provides for conveyance to City of the City Hall component of the redevelopment site at Central and 40th
Avenue by BPOZ, LLC.
ATTACHMENTS:
Resolution 2020-79
Draft Transfer Agreement
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CITY OF COLUMBIA HEIGHTS, MINNESOTA RESOLUTION NO. 2020-79 RESOLUTION APPROVING TRANSFER AGREEMENT WHICH RECITES TERMS AND
PROVIDES FOR CONVEYANCE TO CITY OF THE CITY HALL COMPONENT OF THE REDEVELOPMENT SITE AT CENTRAL AND 40th AVENUE BY BPOZ, LLC. BE IT RESOLVED by the City Council (“Council”) of the City of Columbia Heights,
Minnesota (“City”) as follows:
Section 1. Recitals. 1.01. The City and the Columbia Heights Economic Development Authority (the “Authority”) have previously established the NE Business Center Tax Increment Financing
District (“TIF District”) within the Downtown Central Business District Redevelopment Project to promote the development and redevelopment of land which is underutilized within the City. 1.02. The City, the Authority, and BPOZ Columbia Heights, LLC (“Developer”) have entered into a Purchase and Redevelopment Contract (the “Contract”), which provides for the
conveyance by the City and the Authority of the City/Authority Parcels described in Exhibit A (the “Redevelopment Property”) to the Developer, and the construction of improvements by the Developer of a multi-use facility comprising commercial space, a city hall, and multi-family housing (the “Minimum Improvements”).
1.03. The Contract recites the consideration to be received by the City for the City Parcels as cash and the Commercial Unit for use as a city hall. 1.04. The Contract provides that the Commercial Unit shall be conveyed by the Developer to the City after completion of the Minimum Improvements on the Redevelopment
Property. 1.05. A Transfer Agreement between the City and Developer (the “Transfer Agreement”) recites that upon completion of the Commercial Unit (the “City Hall Component”) in a Grey Shell Condition as described therein, the Developer shall convey this Commercial Unit
to the City for no additional consideration. Section 2. Transfer Agreement Approval.
2.01 The Transfer Agreement as presented to the Council is hereby in all respects
approved, subject to modifications that do not alter the substance of the transaction and that are approved by the Mayor and City Manager, provided that execution of the Agreement by such officials shall be conclusive evidence of approval.
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2.02. The Mayor and City Manager are hereby authorized to execute on behalf of the
City the Transfer Agreement and any documents referenced therein requiring execution by the City, and to carry out, on behalf of the City, its obligations thereunder. 2.03. City staff and consultants are authorized to take any action necessary to carry out
the intent of this resolution.
Adopted by the City Council of the City of Columbia Heights this 5th day of October, 2020.
Offered by: Seconded by: Roll Call:
Donna K. Schmitt, Mayor
ATTEST:
Nicole Tingley, City Clerk/Council Secretary
2080512v3
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EXHIBIT A TO RESOLUTION APPROVING TRANSFER AGREEMENT Authority Parcels:
Parcel 1 (Abstract and Torrens – Certificate of Title No. 142077): Lot 32, Block 6, Reservoir Hills, Anoka County, Minnesota.
Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir
Hills, Anoka County, Minnesota. The vacated alley adjacent to Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, Anoka County, Minnesota.
Those parts of Lots 28 through 31, Block 6, Reservoir Hills; Lots 23 and 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills; and of the vacated alley adjacent to Lot 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills; lying Southwesterly and Westerly of the following described line: Beginning at a point on the South
line of Block 1, Walton's Rearrangement, said point being 18.00 feet West of the Southeast
corner of Lot 23, of said Block 1, Walton's Rearrangement; thence Northerly on a line 18.00 feet West of and parallel with the East line of Lot 23, a distance of 87.00 feet; thence on a straight line to a point on the North line of Lot 30 of said Block 6, Reservoir Hills, said point being 47.23 feet Easterly of the Northwest corner of said Lot 30 and there terminating.
The following portion of the above description being registered land: That part of Lot Twenty-three (23), Block One (1), Walton's Rearrangement of Lots Thirty-three (33) and Thirty-four (34), Block Six (6), Reservoir Hills, lying southwesterly and westerly of the
following described line: Beginning at a point on the South line of said Block 1, Walton's
Rearrangement, said point being 18.00 feet West of the southeast corner of Lot 23 of said Block 1, Walton's Rearrangement; thence Northerly on a line 18.00 feet West of and parallel with said east line of Lot 23, a distance of 87.00 feet; thence on a straight line to a point on the north line of Lot 30 of said Block 6, Reservoir Hills, said point being 47.23 feet Easterly of the northwest
corner of said Lot 30 and there terminating.
Parcel 2 (Abstract): Those parts of Lots 27 through 31, Block 6, Reservoir Hills and those parts of Lots 23 and 24,
Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills and of the vacated
alley abutting Block 1, “Walton’s Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills”, as dedicated in said plat, lying within the following described tract: Commencing at a point on the south line of said Block 1, Walton's Rearrangement distant 18.00 feet west of the southeast corner of Lot 23, said Block 1, Walton’s Rearrangement; thence northerly on a line 18.00 feet
west of and parallel with the east line of said Lot 23, a distance of 87.00 feet, to the actual point
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of beginning of the tract to be described; thence continuing northerly on the extension of said
line to the north line of Block 6, Reservoir Hills; thence westerly along said north line of Block 6, to a point being 47.23 feet easterly of the northwest corner of Lot 30, Block 6, Reservoir Hills; thence southeasterly, to the point of beginning;
Excepting therefrom Tract A, Registered Land Survey No. 250, Anoka County, Minnesota.
Parcel 3 (Torrens – Certificate of Title No. 142076): Tract A, Registered Land Survey No. 250, Anoka County, Minnesota.
City Parcels: Parcel 4 (Torrens-Certificate of Title No. 116494):
Tract B, Registered Land Survey No. 250, Anoka County, Minnesota. Parcel 5 (Abstract):
Lots 24, 25, and 26, Block 6, Reservoir Hills. Lots 20, 21, and 22, Block 1, Walton’s Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, and all of the vacated alley adjacent to said Lots 20, 21, and 22. Those parts of Lot 27, Block 6, Reservoir Hills and of Lot 23, Block 1, Walton’s Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills and of that part of the
vacated alley abutting Block 1, “Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir
Hills”, as dedicated in said plat, which lies westerly of the northerly extension of the east line of Lot 23, said Block 1, lying easterly of the following described line: Beginning at a point on the south line of said Block 1, Walton’s Rearrangement, said point being 18.00 feet west from the Southeast corner of Lot 23 of said Block l, Walton's Rearrangement; thence northerly on a line
18.00 feet west of and parallel with the east line of said Lot 23, to the north line of said Block 6,
Reservoir Hills. Excepting therefrom Tract B, Registered Land Survey No. 250, Anoka County, Minnesota.
AND
Parcel 6 (Torrens – Certificate of Title No. 115040): Lot 19, Block 1, Walton’s Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, Anoka
County, Minnesota.
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CITY HALL TRANSFER AGREEMENT
THIS CITY HALL TRANSFER AGREEMENT (the “Agreement”) is made as of ____________________, 2020 (the “Effective Date”) by and between BPOZ Columbia Heights, LLC, a Delaware limited liability company (“Transferor”), and the City of Columbia Heights, a Minnesota municipal corporation (“Transferee”).
RECITALS
A. Transferor, Transferee and Columbia Heights Economic Development Authority (the “Authority”) are parties to that certain Purchase and Redevelopment Contract dated ____________________ (the “Contract”) whereby Transferor intends to purchase from the Authority real property legally described on Exhibit A attached hereto and as defined herein as
the “Development Property”.
B. The Contract contains certain development and other obligations related to certain improvements to be constructed on the Development Property (collectively, the “Project”), including, a mixed-use building (the “Building”) consisting of (i) approximately 266 multifamily rental apartment dwellings and approximately 3,280 square feet of commercial space (the “Housing Component”), and (ii) approximately 21,256 square feet of gray-shell finish space
designed for use as a city hall to be owned and operated initially by Transferee (the “City Hall Component”).
C. The Contract requires Transferor to construct the City Hall Component to a gray- shell finish, as more specifically described on Exhibit B attached hereto (the “Gray Shell
Improvements”) and transfer the City Hall Component to Transferee in satisfaction of the
remaining consideration owing under the Contract for the Development Property.
D. To legally subdivide the City Hall Component from the remainder of the Project, Transferor intends create on the Development Property a two-unit condominium to be known as Common Interest Community No. ____, “The Heights” (the “Condominium”), the City Hall
Component of which will be one of the two separate condominium units referred to in the
governing common interest community declaration and common interest community plat (collectively, the “CIC Declaration”) as “Unit 1” or the “Commercial Unit”.
E. In addition, Transferee has requested and Transferor has agreed to construct or install certain upgrades within the Commercial Unit or on limited common elements allocated by
the CIC Declaration for the exclusive use of the Commercial Unit (the “Commercial LCEs”),
some of which upgrades (such as the façade and vestibule serving the City Hall Component) are to the Building (the “City Building Upgrades”), some of which (such as the heated sidewalk and bollards) are to the surrounding landscape (the “City Landscape Upgrades”), and all of which are more specifically set forth on Exhibit C attached hereto and in the construction plans
and specifications mutually approved by the parties hereto. The City Building Upgrades and the
City Landscape Upgrades are hereinafter collectively referred to as the “City Upgrades”.
F. Finally, operation of the Commercial Unit will require use of certain other limited common elements allocated by the CIC Declaration for the exclusive use of the Commercial Unit, (including a portion of the parking garage designed to hold 28 vehicle stalls and related
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drive lanes, a security system, variant refrigerant flow (VRF) units, rooftop heating, ventilation
and air conditioning (HVAC) units), and use of a shared emergency generator, all of which Transferor has agreed to construction or install (collectively, the “Additional Installations”) as more specifically set forth on Exhibit C.
G. Subject to the terms and conditions of this Agreement, upon substantial
completion of the Gray Shell Improvements, the City Building Upgrades, and the Additional
Installations, and the recording of the CIC Declaration, Transferor intends to convey to Transferee, and Transferee intends to accept from Transferor, the City Hall Component in the form of Unit 1 of the Condominium.
H. The City will place a portion of the proceeds from the sale of the Development
Property into escrow with First American Title Insurance Company, pursuant to a Construction
Escrow and Disbursing Agreement (the “Escrow Agreement”) in substantially the form attached hereto as Exhibit D for the purpose of reimbursing Transferor for the costs of the City Upgrades as construction thereof progresses.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, Transferor and Transferee agree as follows:
1. Construction of Condominium. Transferor agrees to construct the Building, including the Gray Shell Improvements, the Additional Installations and the City Upgrades, in accordance with the specifications attached hereto as Exhibit E (the “Specifications”), and to create a condominium which will house the City Hall Component in a single
condominium unit to be known as:
Unit Number 1, Common Interest Community No. ___, a Condominium, The Heights, located in Anoka County, Minnesota.
and the Commercial LCEs. Pursuant to Minnesota Statutes Section 515B.2-104(c), the conveyance of Unit 1 will include all easements and rights benefiting or appurtenant to the Commercial Unit, including without limitation, an undivided interest in the
Commercial LCEs and common elements of the Condominium (collectively, the “Property”).
2. Conveyance of Property. Subject to compliance with the material terms of this Agreement, Transferor agrees to convey to Transferee, and Transferee agrees to accept
from Transferor, title to the Property, including all Gray Shell Improvements, the
Additional Installations and the City Building Upgrades on the Closing Date (defined below), subject only to Permitted Encumbrances (defined below). City Landscape Upgrades located within the Commercial LCEs which are not completed prior to the Closing Date, shall be shown on the CIC Plat as “MUST BE BUILT” pursuant to Minn.
Stat. Sec. 515B.4-117, to the extent such component or improvement is permitted or
allowed to be labeled as such thereunder.
3. Satisfaction of Consideration Owed under Contract. Transferor and Transferee hereby acknowledge that (i) delivery of the Gray Shell Improvements and the Additional Installations with the transfer of title to the Property at Closing will satisfy Transferor’s
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remaining contractual obligation to perform the City Hall Component Development
Obligations under Section 3.2 of the Contract for the Development Property (the cash portion of the Purchase Price, as defined in the Contract, therefor having been previously paid), and (ii) the construction of City Upgrades are in addition to those obligations and are governed by the Escrow Agreement.
4. Contingencies.
a) The obligations of Transferor under this Agreement are contingent upon:
i) The Authority’s conveyance of the Development Property to Transferor in accordance with the Contract;
ii) The Authority and Transferee having complied with each of their
respective obligations under the Contract required thereunder to have been
completed on or prior to Closing (defined below);
iii) The prior execution and delivery by Transferee of the Escrow Agreement.
b) The obligations of Transferee under this Agreement are contingent upon:
i) Transferor’s construction of the Gray Shell Improvements, the Additional
Installations and the City Building Upgrades having been substantially
completed in accordance with the Specifications and the Contract (the “Completion Contingency”);
ii) The Transferor having complied with each of its obligations under the Contract required thereunder to have been completed on or prior to
Closing;
iii) Title to the Property being in the condition as set forth in Section 6 of this Agreement (the “Title Contingency”); and
iv) The prior execution and delivery by Transferor of the Escrow Agreement.
If any such contingency is not satisfied on or before the Closing Date, then this
Agreement may be terminated by the party in whose favor the contingency runs, by thirty
(30) days’ prior written notice to the other party. If such contingency has not been satisfied within such period, this Agreement shall terminate. Upon such termination, neither party will have any further rights or obligations regarding this Agreement.
5. Closing. Notwithstanding anything to the contrary contained in this Agreement, the
consummation of the transaction contemplated by this Agreement (the “Closing”) shall
occur within ten (10) days following (i) certification to Transferee by Transferor and Transferor’s general contractor and architect that the Gray Shell Improvements, the Additional Installations and the City Building Upgrades have been substantially completed in accordance with the Specifications as certified by Transferor’s general contractor and architect and completion of any inspection by Transferee as specified
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herein, and (ii) final acceptance of the fully executed CIC Declaration for recording (the
“Closing Date”), but not later than _______________, 20___. Transferor agrees to complete the common interest community plat, for approval by Transferee, which approval will not be unreasonably withheld, conditioned or delayed, within a reasonable time following substantial completion of the structural components of the Building and the mechanical systems serving more than one unit in such Building. Transferor agrees
to deliver possession of the Property to Transferee on the Closing Date free of possession by others except with respect to and as permitted in the Permitted Encumbrances.
a) Transferor’s Closing Obligations. On the Closing Date, Transferor shall execute and/or deliver to Transferee the following items which (in the case of documents)
are referred to as “Transferor’s Closing Documents.” Transferor’s Closing
Documents shall be duly executed and, where appropriate, be in recordable form.
i) Deed. A Limited Warranty Deed, substantially in the form attached hereto as Exhibit F (the “Deed”), conveying the Property to Transferee subject to Permitted Encumbrances.
ii) Assignment of Warranties. An Assignment of Warranties and Guaranties,
if any, given to, assigned to or benefitting Transferor to Transferee assigning all warranties for any equipment or machinery installed on or exclusively serving the Property, in a form reasonably satisfactory to Transferee, but solely to the extent any such warranties are assignable by Transferor to Transferee without third party consents.
iii) Transferor’s Affidavit. A standard form Seller’s Affidavit, duly executed by Transferor and completed without exceptions for bankruptcy, judgments, tax liens, mechanic’s liens, parties in possession and other unrecorded contracts.
iv) FIRPTA Affidavit. A non-foreign affidavit, containing such information
as is required by IRC § 1445(b)(2) and its regulations.
v) IRS Reporting Form. The appropriate federal income tax reporting form, if any is required.
vi) Settlement Statement. A settlement statement consistent with this
Agreement.
vii) CIC Declaration. A copy of the CIC Declaration as submitted for recording and substantially in the form attached hereto as Exhibit G.
viii) CIC Plat. A copy of the common interest community plat for “The Heights” (the “CIC Plat”) as submitted for recording which will
conceptually adhere to the drawing attached hereto as Exhibit H, which
shall include references to “MUST BE BUILT” as specified herein.
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ix) Articles of Incorporation. A copy of the articles of incorporation of “The
Heights Owners Association” (the “Association”) filed with Minnesota Secretary of State substantially in the form attached hereto as Exhibit I.
x) Bylaws for Association. A copy of the corporate bylaws of the Association substantially in the form attached hereto as Exhibit J.
xi) Rules and Regulations of the Association. A copy of the rules and
regulations of the Association adopted by the Board of Directors for the Association substantially in the form attached hereto as Exhibit K.
xii) License Agreement. A license agreement in substantially the form attached as Exhibit L, allowing the City shared use of a portion of the
parking garage in the Housing Component, on the terms set forth in such
license.
xiii) Voting Agreement. A voting agreement to be signed by Transferor and Transferee as the members of the Association, substantially in the form attached hereto as Exhibit M (the “Voting Agreement”).
xiv) Proof of Insurance. Evidence that Transferor carries insurance in the
amounts and in the form contemplated by Section 7.9 of the CIC Declaration, naming the Association as an additional insured and evidence that the Association carries insurance in the amounts and in the form contemplated by the CIC Declaration.
xv) Bring Down Certificate. Deliver to Transferee a certificate reaffirming
the truth and accuracy of Transferor’s representations and warranties set forth in this Agreement (or, if such representations and warranties are no longer true or accurate, describing the reasons why they are no longer true and accurate).
xvi) Agreement Reducing Statute of Limitations. An agreement reducing
statute of limitations to be signed by Transferor and Transferee, substantially in the form attached hereto as Exhibit N (the “SOL Agreement”)
xvii) Other Documents. All other documents reasonably determined by Title or
Transferee to transfer the Property to Transferee free and clear of all
encumbrances, except the Permitted Encumbrances.
b) Transferee’s Closing Obligations. On the Closing Date, Transferee will execute and/or deliver to Transferor the following which (in the case of documents) are referred to as “Transferee’s Closing Documents”. Transferee’s Closing
Documents shall be duly executed and, where appropriate, be in recordable form.
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i) Title Documents. Such purchaser’s affidavits, certificates of value or
other documents as may be reasonably required by the Title Company in order to record the Transferor’s Closing Documents.
ii) Settlement Statement. A settlement statement consistent with this Agreement.
iii) License Agreement. Transferee’s counterpart signatures to the License
Agreement.
iv) Voting Agreement. Transferee’s counterpart signatures to the Voting Agreement.
v) Agreement Reducing Statute of Limitations. Transferee’s counterpart
signature on the SOL Agreement.
vi) Proof of Insurance. Evidence that Transferee carries insurance in the amounts and in the form contemplated by Section 7.9 of the CIC Declaration, naming the Association as an additional insured.
vii) City Hall Component Development Obligations. At Closing, Transferee
shall acknowledge in writing that, combined with the cash Purchase Price
previously paid by Transferor to Transferee, the conveyance by Transferor back to Transferee of the Property, improved with the Gray Shell Improvements, and the Additional Installations constitutes full satisfaction of the Transferor’s remaining contractual obligation to perform the City
Hall Component Development Obligations under Section 3.2 of the
Contract for the Development Property.
6. Costs and Allocations. Transferor and Transferee agree to the following allocation of costs regarding this Agreement:
a) Title Insurance, Closing Fee, Taxes and Recording Costs. Transferor shall pay
the cost of the Title Commitment (defined below), and Transferee shall pay the
premium for the Title Policy (defined below) and any endorsements thereto. Transferee and Transferor shall each pay one-half (1/2) of the closing fees charged by the Title Company. Transferee shall pay the cost of recording the Deed and Transferor shall pay the cost of recording the CIC Declaration and all
such other documents necessary to place record title in Transferor’s name in the
condition required by this Agreement.
b) Real Estate Taxes and Special Assessments. Real property taxes, including without limitation any installments of special assessments payable with general real estate taxes in the tax year in which the Closing Date occurs, shall be prorated
between Transferor and Transferee as of the Closing Date based on the their
respective undivided interests in the common elements of the Condominium (as set forth in the CIC Declaration). Transferee shall assume all special assessments
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levied, pending or constituting a lien against the Property as of the Closing Date
unless related to Transferor’s development of the Property.
c) Attorneys’ Fees. Each of the parties will pay its own attorneys’ fees.
7. Title.
a) Condition of Title. The parties hereby acknowledge the Property being
reconveyed hereunder to Transferee is part of the Development Property
conveyed to Transferor by the Authority as set forth in Section 3.5 of the Contract. Transferor shall reconvey to Transferee title to the Property subject only to the lien of real estate taxes and special assessments, the CIC Declaration, any encumbrances existing as of the date of the conveyance by the Authority to
Transferor and any other encumbrances imposed at the request or with the consent
of Transferee or the Authority (collectively, the “Permitted Encumbrances”). Except as otherwise provided herein, Transferor shall have no obligation to cure any title objections of Transferee related to the Property.
b) Condition of Title at Closing. Between the Effective Date and the Closing,
Transferor shall not allow any liens or encumbrances against the Improvements,
or shall remove them prior to Closing, other than the Permitted Encumbrances and any other document ancillary to, required by or described in the Contract (“Intervening Liens”). Prior to Closing, to verify the existence of any Intervening Liens, Transferor shall deliver to Transferee a commitment (the
“Title Commitment”) from the Title Company for a current ALTA Form B
Owner’s Policy of Title Insurance for the Property (the “Title Policy”) insuring marketable fee simple title to the Property subject only to the Permitted Encumbrances. If the Title Commitment reflects any Intervening Liens, Transferor shall promptly cause removal of the same from title to the Property. In
lieu thereof, Transferor may, if agreed to by Transferee in writing prior thereto,
cause the Title Company to affirmatively insure over such Intervening Liens rather than delete the same as exceptions to the Title Policy. Transferor shall provide to Title Company such lien waivers or indemnifications as reasonably required to allow Title Company to issue the Title Policy to Transferee with the
standard mechanic’s lien exception removed. Notwithstanding the foregoing, the
parties acknowledge that Transferor may encumber the Property with one or more mortgage liens prior to Closing, but that the Property will be released from any and all such mortgage liens at or prior to the Closing.
8. Representations and Warranties by Transferor. Transferor represents and warrants to
Transferee as follows:
a) Authority. Transferor has the requisite power and authority to enter into and perform this Agreement and those Transferor’s Closing Documents signed by it; such documents have been duly authorized by all necessary action on the part of Transferor and have been duly executed and delivered; such execution, delivery and performance by Transferor of such documents does not conflict with or result
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in a violation of any judgment, order, or decree of any court or arbiter or any other
agreements of any nature to which Transferor is a party; such documents are valid and binding obligations of Transferor, and are enforceable in accordance with their terms.
b) Rights of Others to Purchase Property. Transferor has not entered into any other
contracts for the sale of the Property, nor are there any rights of first refusal or
options to purchase the Property or any other third party rights that might prevent the consummation of this Agreement.
c) FIRPTA. Transferor is not a “foreign person,” “foreign partnership,” “foreign trust” or “foreign state” as those terms are defined in § 1445 of the Internal
Revenue Code.
d) Proceedings. To Transferor’s knowledge, there is no action, litigation, investigation, condemnation or proceeding of any kind pending or threatened against Transferor or any portion of the Property that would have a material adverse effect on the Property or Transferor’s right and authority to convey the
Property to Transferee.
e) Wells, Storage Tanks. To Transferor’s knowledge, there are no wells or storage tanks located on the Property.
f) Legal Action. Transferor shall deliver to Transferee a written notice of the commencement of any legal action by any governmental authority or third party
affecting the Property and will make no concessions or settlements with respect to
any such action which would have a future continuing impact on the Property without Transferee’s prior written consent, which consent shall not be unreasonably delayed, conditioned, or withheld.
g) Methamphetamines. Transferor is not aware of any methamphetamine production
on the Property.
h) Environmental Condition. Prior to Closing, any release or disposal by Transferor, including any contractors, subcontractors, agents or other party acting on behalf of Transferor, of hazardous substances, as defined in the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), on, in or
under the Project in violation of applicable laws, will be remediated or otherwise
addressed in accordance with applicable laws, by Transferor.
i) Violations. Prior to Closing, Transferor will correct, or otherwise address to the reasonable satisfaction of Transferee, violations of any applicable law, ordinance or regulation with regard to the Commercial Unit or Condominium caused by
Transferor.
Each of the representations and warranties herein contained shall survive one year after the Closing Date and shall not merge with the deed being delivered by Transferor at
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Closing and Transferee must commence any action based on any breach of the
representation or warranties prior to the expiration of such one-year period.
9. Representations and Warranties by Transferee. Transferee represents and warrants to Transferor that Transferee has the requisite power and authority to enter into this Agreement and the Transferee’s Closing Documents signed by it; such documents have been duly authorized by all necessary action on the part of Transferee and have been duly
executed and delivered; that the execution, delivery and performance by Transferee of such documents do not conflict with or result in violation of any judgment, order or decree of any court or arbiter to which Transferee is a party; such documents are valid and binding obligations of Transferee, and are enforceable in accordance with their terms.
10. Damage. If, prior to the Closing Date, all or any part of the Property is substantially
damaged by fire, casualty, the elements or any other cause, the terms of Section 5.1 (d) and (e) of the Contract shall apply.
11. Inspection. Upon completion of the Gray Shell Improvements, the Additional Installations and the City Building Upgrades, the Transferor’s general contractor and
architect shall certify that such improvements are substantially completed in accordance
with the Specifications described in Exhibit E and any other requirement specified herein related to completion of such improvements. Transferee, at its sole cost and expense, shall then promptly dispatch its governmental building inspector to complete a final inspection of the Gray Shell Improvements, the Additional Installations and the City Building Upgrades and pass same, and Transferee shall promptly inspect such Gray Shell
Improvements, the Additional Installations and City Building Upgrades to determine that they were completed in conformance with the Specifications. If Transferee and/or the governmental building inspector finds that the Gray Shell Improvements, the Additional Installations or the City Building Upgrades do not materially conform to the Specifications, Transferee shall submit its findings within five (5) days of such inspection
to the Transferor’s architect for review. Within ten (10) days of receipt of Transferee’s findings, Transferor’s architect shall provide a detailed written response explaining the reasons for its professional opinion as to the Transferee’s findings and status of such Improvements. If Transferor’s architect disagrees with the Transferee’s findings, Transferee has the option to i) accept the findings and proceed to Closing; ii) proceed
with mediation or, iii) if the parties fail to resolve their dispute through mediation, proceed to arbitration with binding dispute resolution. Unless the parties mutually agree otherwise, mediation and arbitration shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation/Arbitration Procedures in effect on the date of the Agreement. If the Transferor’s architect agrees
with the Transferee’s findings, Transferor shall promptly proceed to correct such applicable nonconformities and, if such corrections cannot be completed prior to Closing, the Closing Date shall be extended as reasonably necessary to complete said corrections, provided that Transferor has commenced such corrections and is diligently proceeding toward completion of the same.
12. Waiver of Certain Minnesota Common Interest Ownership Act Requirements. Minnesota Statutes §§ 515B.4-101 – 515B.4-118 require the developer of
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a condominium to make certain disclosures and to give certain express and implied
warranties to the purchaser of condominium units, but allow the developer and the purchaser of a nonresidential condominium unit to disclaim, waive and/or modify certain requirements. Transferee acknowledges and agrees that it has had an opportunity to review Minnesota Statutes §§ 515B.4-101 – 515B.4-118 and has had an opportunity to
discuss the protections of those laws with an attorney, and that the Development Property
is restricted by the CIC Declaration to nonresidential uses (as contemplated by Minnesota Statutes Chapter 515B). Based on Transferee’s review and understanding of those laws, and not on any representations or statements made by Transferor or Transferor’s agents, Transferee hereby waives, and Transferor hereby disclaims, all of the requirements and
protections of Minnesota Statutes §§ 515B.4-101 – 515B.4-118 solely related to
statutory disclosures and warranties and agrees that none of such disclosure or warranty provisions shall apply to Transferee’s purchase of the Property from Transferor, except that (i) Minnesota Statutes § 515B.4-110, regarding the release of liens upon transfer of a unit, shall apply despite wavier of any obligation to provide any other statutory
disclosures; and (ii) the statutory warranties set forth in Minnesota Statutes §§ 515B.4-
112 and 515B.4-113 shall apply but, notwithstanding anything in Minnesota Statutes §§ 515B.4-1152 to the contrary, any claims thereunder must be brought within one (1) year from the date the Closing occurs. The parties acknowledge that the reduced statute of limitations is part of the benefit of the bargain between them and that, but for
Transferor’s agreement to modify the statute of limitations as set forth above as permitted
by Minnesota Statutes §§ 515B.4-114 in the case of a condominium restricted to nonresidential use, Transferor would not have entered into this Agreement. At Closing, the parties agree to execute, deliver and record the Agreement Reducing Statute of Limitations attached hereto as Exhibit N. Subject to the express and implied statutory
warranties described in this Section 12, the limited warranty in Section 29, the
representations and warranties in Section 8 and the assignment of warranties contemplated Section 5(a)(ii), Transferee shall accept the Property “AS-IS”, “WHERE IS”, with all faults and without warranty, whether express or implied, including without limitation the warranties of habitability and fitness for a particular purpose. Without
limiting the generality of the foregoing waiver and modification, Transferee hereby
acknowledges that under the CIC Declaration the Association may elect to reserve for replacements but Transferee hereby waives any requirement for such reserves to be held by the Association. This Section 12 shall survive the Closing and delivery of the Deed.
13. Working Capital Deposit. Intentionally omitted.
14. Broker’s Commission. Transferor and Transferee represent and warrant to each other
that they have dealt with no other brokers, finders or the like in connection with this Agreement. Subject to any statutory limitations affecting Transferee, Transferor and Transferee agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements regarding the execution or performance of this
Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys’ fees. This Section 14 shall survive termination of this Agreement or the Closing and delivery of the Deed.
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15. Assignment. Transferee or Transferor may not assign its rights under this Agreement
without the consent of the other party.
16. Survival. All of the terms of this Agreement will survive and be enforceable after the Closing and delivery of the Deed, provided that any action by either party for breach of this Agreement or for any other claim related to this Agreement must be commenced within one year after date the Closing occurs.
17. Notices. Any notice required or permitted to be given by any party to the other shall be given in writing, and shall be (i) delivered to the receiving party (or any officer of such party), or (ii) mailed by United States registered or certified mail, return receipt requested, postage prepaid, or (iii) properly deposited with a nationally recognized, reputable overnight courier, properly addressed as follows:
If to Transferor: BPOZ Columbia Heights, LLC Attn: Robert Lux 800 Nicollet Mall, Suite 2850 Minneapolis, MN 55402
with a copy to: Winthrop & Weinstine, PA Attn: John Stern 225 South 6th Street, Suite 3500 Minneapolis, MN 55402
If to Transferee: City of Columbia Heights Attn: City Manager 590 40th Avenue NE Columbia Heights, MN 55421
with a copy to: Barna, Guzy & Steffen, Ltd.
Attn: Timothy Erb 200 Coon Rapids Boulevard NW, #400 Coon Rapids, MN 55433
Notices shall be deemed effective on the earlier of the date of receipt or in the case of
such deposit in the mail or overnight courier, on the next business day following such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, at least ten (10) days prior to the effective date of such change.
18. Captions. The paragraph headings or captions appearing in this Agreement are for
convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement.
19. Entire Agreement. This written Agreement (including all exhibits hereto) and the Contract and other agreements required thereunder constitute the complete agreement
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between the parties and supersedes any and all other oral or written agreements,
negotiations, understandings and representations between the parties regarding the Property. There are no verbal or written side agreements that change this Agreement.
20. Amendment; Waiver. No amendment of this Agreement, and no waiver of any provision of this Agreement, shall be effective unless set forth in a writing expressing the intent to
so amend or waive, and the exact nature of such amendment or waiver, and signed by all
parties (in the case of amendment) or the waiving party (in the case of waiver). No waiver of a right in any one instance shall operate as a waiver of any other right, nor as a waiver of such right in a later or separate instance.
21. Binding Effect. This Agreement binds and benefits the parties and their successors and
assigns.
22. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation and effect.
23. Remedies.
a) If Transferee materially defaults under this Agreement and Transferor is not in
material default of this Agreement and the Completion Contingency and Title
Contingency conditions are met, Transferor shall, in its sole and absolute discretion, have the right to bring an action for either i) specific performance, or ii) liquidated damages in the form of retention by Transferor of title to the Property and improvements thereto free and clear of any claims by Transferee
thereto (except as may relate to the Contract which shall remain unaffected), plus
the release from escrow to Transferor of all deposits held in escrow pursuant to the Escrow Agreement. Because the Gray Shell Improvements, the Additional Installations and the City Upgrades constructed or to be constructed by Transferor on the Property would not have been constructed but for this Agreement,
Transferor and Transferee agree that Transferor’s damages resulting from
Transferee’s default are difficult, if not impossible, to determine, and that the liquidated damages calculation above is a fair and reasonable estimate of those damages, which has been agreed to in an effort to cause the amount of said damages to be certain. Accordingly, Transferee and Transferor agree that it
would be reasonable in such event to award such liquidated damages to
Transferor.
b) If Transferor materially defaults under this Agreement and fails to cure such default within thirty (30) days after written notice from Transferee (or if such default is not curable within thirty (30) days, then such longer period as is
reasonably necessary provided Transferor commences such cure and is diligently
proceeding toward completion) and Transferee is not in material default of this Agreement, Transferee shall, in its sole and absolute discretion, have the right to bring an action for specific performance or actual out-of-pocket damages.
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24. Counterparts. For the convenience of the parties, any number of counterparts hereof may
be executed and each such executed counterpart shall be deemed an original, but all such counterparts together shall constitute one in the same Agreement. Counterpart signatures may be delivered via electronic mail (including any .pdf or electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g. www.docusign.com) or other
transmission method and any such counterpart so delivered shall be deemed to be an
original and have been duly and validly delivered and be valid and effective for all purposes.
25. Exhibits. All Exhibits referred to in this Agreement are attached and shall be considered a part of this Agreement.
26. Severability. If any provision of this Agreement is held to be unenforceable or void, such
provision shall be deemed to be severable and shall in no way affect the validity of the remaining terms of this Agreement.
27. Time of Essence. Transferor and Transferee agree that time shall be of the essence of this Agreement. Notwithstanding the foregoing, in no event shall either party be liable or
responsible for delays caused directly by matters beyond its control (collectively,
“Unavoidable Delays”) such as strikes or other labor troubles or shortages, civil unrest, prolonged adverse weather or acts of God, epidemics, pandemics, or similar public health emergencies (including COVID-19), government mandated quarantine, 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 (other than, in the case of Transferee, acts of the Authority or Transferee).
28. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Contract.
29. Miscellaneous. The Transferor warrants to the Transferee that the materials and
equipment furnished under this Agreement will be new and of good quality. In addition to the Transferor’s other obligations, including warranties under this Agreement, the Transferor shall, for a period of one year after the conveyance of Unit 1 to the Transferee, correct or otherwise address to the reasonable satisfaction of Transferee, work not conforming to the requirements of this Agreement. The Transferor shall obtain and pay
for the building permit and other permits and governmental fees, and licenses necessary for the proper completion of the Minimum Improvements. At the completion of the Gray Shell Improvements, the Additional Installations and the City Building Upgrades, the Transferor shall remove tools, construction equipment, machinery and surplus materials from the Commercial Unit, and shall properly dispose of waste materials and leave the
Commercial Unit in a neat and clean condition.
The Transferee may, after the Effective Date, order reasonable changes in the City Hall Component and the Specifications for the City Hall Component within the general scope of this Agreement with the reasonable approval of Transferor. Any change that eliminates an item described in the City Hall Component shall be deemed reasonable if
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Transferor has not commenced construction thereof or contracted for the purchase of the
materials or labor therefor, which contract cannot be terminated or modified without cost or penalty. Change orders to the Gray Shell Improvements, the Additional Installations or the City Building Upgrades may require reasonable extensions of the Closing Date, and change orders to the City Building Upgrades or City Landscape Upgrades that will result in additional costs may require an additional contribution to the escrow account
maintained in accordance with the Escrow Agreement extensions of the Closing Date.
[Signature Pages Follow]
22
S-1
SIGNATURE PAGE OF TRANSFEROR TO TRANSFER AGREEMENT
Transferor has executed this Agreement as of the date first written above.
TRANSFEROR: BPOZ Columbia Heights, LLC By:
Name:
Its:
2079720v1
23
S-2
SIGNATURE PAGE OF TRANSFEREE TO TRANSFER AGREEMENT
Transferee has executed this Agreement as of the date first written above.
TRANSFEREE:
City of Columbia Heights By:
Name:
Its: Mayor
By:
Name: Its: City Manager
2078691v1
24
A-1
EXHIBIT A
LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
25
A-2
26
B-1
EXHIBIT B
GRAY SHELL MINIMUM IMPROVEMENTS
The Gray Shell Improvements shall include any portion of the Commercial LCEs located within the Garage (as
defined in the CIC Declaration) and all ducts, pipes, conduits, utility infrastructure and mechanical systems located
within the common elements (as defined in the CIC Declaration) or another unit within the Condominium which are
part of the Gray Shell Improvements and are intended to serve the Commercial Unit (so as to allow immediate
access to and improvement of the Commercial Unit after the Closing Date).
27
C-1
EXHIBIT C
CITY UPGRADES AND ADDITIONAL INSTALLATIONS
CITY BUILDING UPGRADES
CITY LANDSCAPE UPGRADES
ADDITIONAL INSTALLATIONS
28
D-1
EXHIBIT D
ESCROW AGREEMENT
29
E-1
EXHIBIT E
SPECIFICATIONS
[TO BE INSERTED PRIOR TO EXECUTION]
30
F-1
EXHIBIT F
FORM OF DEED
[TO BE INSERTED PRIOR TO EXECUTION]
31
G-1
EXHIBIT G
FORM OF CIC DECLARATION
[TO BE INSERTED PRIOR TO EXECUTION]
32
H-1
EXHIBIT H
FORM OF CIC PLAT
[TO BE INSERTED PRIOR TO EXECUTION]
33
I-1
EXHIBIT I
FORM OF ARTICLES OF INCORPORATION
[TO BE INSERTED PRIOR TO EXECUTION]
34
J-1
EXHIBIT J
FORM OF BYLAWS
[TO BE INSERTED PRIOR TO EXECUTION]
35
K-1
EXHIBIT K
FORM OF RULES AND REGULATIONS
[TO BE INSERTED PRIOR TO EXECUTION]
36
L-1
EXHIBIT L
FORM OF LICENSE AGREEMENT
[TO BE INSERTED PRIOR TO EXECUTION]
37
M-1
EXHIBIT M
FORM OF VOTING AGREEMENT
[TO BE INSERTED PRIOR TO EXECUTION]
38
N-1
EXHIBIT N
FORM OF AGREEMENT REDUCING STATUTE OF LIMITATIONS
[TO BE INSERTED PRIOR TO EXECUTION]
2078691v1 15056.15
20199535v7
39
AGENDA SECTION ITEMS FOR CONSIDERATION
ITEM NO. 4B
MEETING DATE OCT 5, 2020
CITY OF COLUMBIA HEIGHTS - COUNCIL LETTER
ITEM: Authorize Purchase of Laserfiche Municipality Site License
DEPARTMENT: Administration CITY MANAGER’S APPROVAL:
BY/DATE: Nicole Tingley, Sept 30, 2020 BY/DATE: 10/2/20
CITY STRATEGY: Chhhhh hh hhhhh
Additional Strategy? Chhhhh hh hhhhh
SHORT TERM GOAL (IF APPLICABLE): Chhhhh hh hhhhh
Additional Goal? Chhhhh hh hhhhh
BACKGROUND:
The City currently uses a software program called Laserfiche to archive/store/view documents. The City’s
current version is not supported by the vendor and is not compatible with new Windows and database
servers. To address this, the City budgeted $16,000 in 2020 from the I.S. Capital Equipment Fund 437 to
upgrade the software.
The funds budgeted in 2020 were intended to make only the upgrades necessary to use Laserfiche in the
capacity that it is currently being used plus add the Records Management module. The program is currently
used essentially as an electronic filing cabinet in which the files are searchable. Additionally, a few areas of the
City, such as accounts payable, are able to use the system to generate barcodes on documents to help
organize them in the system automatically. The addition of a records management module was planned to
help with identifying documents that are eligible to be destroyed by incorporating the records retention
schedule.
To make the minimal upgrades plus add the records management module it would cost approximately a one-
time cost of $14,000 plus approximately $12,500 per year. This would only allow 25 staff members to work in
Laserfiche and make edits (full-users) plus 75 users that would essentially have “read-only” licenses (licenses
are tied to a specific person). Only 3 computers citywide would be able to use the barcode feature, .
Laserfiche has just introduced a subscription based Municipal Site Wide License for cities under 25,000. This
new license type includes 100 full-users (all users can read, write, and manipulate documents). The most
distinct difference between the version we had originally planned to purchase and this sitewide license, which
we did not budget for initially, is the public-side features that this license includes. First it includes the public
portal which the city used to have that allows the public to view documents online. Next, it includes the forms
portal that allows the city to make forms that connect to Laserfiche that the public can fill out online. Staff
sees this as a very useful feature for forms and licenses as the remote feature is more convenient for the
public and minimizes public interactions during the COVID-19 pandemic. This would be a yearly subscription
cost of $25,000 plus one installation/labor costs of $3,700. These public features plus the increased users
allow for higher potential to take advantage of all the features of Laserfiche. The public-side features also
increases transparency. Furthermore with COVID-19, it allows for less use of paper for uses like online
applications and going online to look at documents. 40
City of Columbia Heights - Council Letter Page 2
To directly compare adding the Public portal to the first option would cost a one-time cost of $25,000 plus
$5,000 per year. The forms portal would cost a one-time cost of $7,995 plus $1,600 annual cost.
Features included in the Municipal Site Wide License are also necessary for integration between Laserfiche
and Permitworks that would allow for online permit applications and online payment. This integration will be
a one-time cost of approximately $22,000 and would utilize CARES funding. Staff is anticipating bringing this to
City Council for consideration at the October 12, 2020 City Council Meeting.
It is important to note that the quote includes a credit of the current annual costs. This amount changes daily
as is dependent on the portion of subscription year left. This amount will be lower than what is on the quote,
but we anticipate a credit.
Finally, the Municipal Site Wide License requires a 3 year commitment with costs increases at 3% per year.
STAFF RECOMMENDATION:
Authorize purchase of Laserfiche Municipality Site License and associated labor costs from OPG-3.
RECOMMENDED MOTION(S):
MOTION: Move to authorize purchase of Laserfiche Municipality Site License and associated labor costs from
OPG-3 in an amount not to exceed $28,700 using 2020 budgeted funds of $16,000 and $12,700 CARES
funding.
ATTACHMENT(S):
Municipal Site License Quote from OPG-3
41
OPG-3, Inc.
8030 Old Cedar Ave S #205
Bloomington, MN 55425-1215
651.233.5075
Quote
ADDRESS
Nicole Tingley
City of Columbia Heights
590 40th Avenue NE
ATTN. Information Systems Dept.
Columbia Heights, MN 55421
QUOTE #4078
DATE 09/09/2020
EXPIRATION DATE 10/09/2020
SALES REP
Jay Bogenrief
ITEM QTY RATE AMOUNT
JSXGOV25B
LF Self-Hosted Subscription Municipality Site License | Population less than
25,000 - billed annually
NOTE: Requires three year subscription term with 3% annual increases, paid
annually
1 25,000.00 25,000.00
LabSoftw
Labor: ~ Installation / Configuration
20 185.00 3,700.00
Credit LSAP
Trade-In Upgrade LSAP credit - fluctuating number UNUSED LSAPS **
1 -1,470.86 -1,470.86
* PLEASE NOTE: Quote Pricing Valid for 30 days. *
** LSAP UPGRADE CREDIT: When purchased we will prorate your
current unused LSAPS and credit you the remainder. (As of today, the
credit would be $1,470.86, however this changes daily with time.)
Subscription includes technical support and Laserfiche software
updates.
Payment Terms: Net 30 days from date of Original invoice. Upon
acceptance, please provide OPG3 with your Tax-Exempt Certificate.
Thank you! We appreciate your business.
OPG-3 Inc.
TOTAL $27,229.14
Accepted By Accepted Date
42
AGENDA SECTION ITEMS FOR CONSIDERATION
ITEM NO.
MEETING DATE OCTOBER 5, 2020
CITY OF COLUMBIA HEIGHTS - COUNCIL LETTER
ITEM: PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES FOR A MONOPOLE COMMUNICATION
TOWER TO BE LOCATED AT 3939 CENTRAL AVENUE, CITY PROJECT 2014
DEPARTMENT: Public Works CITY MANAGER’S APPROVAL:
BY/DATE: Kevin Hansen / October 2, 2020 BY/DATE:
CITY STRATEGY: #7: Strong Infastructure/Public Services
Additional Strategy? N/A
SHORT TERM GOAL (IF APPLICABLE): Chhhhh hh hhhhh
Additional Goal? Chhhhh hh hhhhh
BACKGROUND:
As part of the negotiated settlement for the removal of the cell towers for the 3989 Central Avenue
acquisition, the City will be constructing a monopole communication tower at the library site at 3939 Central
Avenue to relocate AT&T. The tower will be owned by the City and managed by Crown Castle in accordance
with the settlement agreement.
ANALYSIS/CONCLUSIONS:
The City has used the consulting firm of SEH for telecommunication services for over 15 years, and they are
the leading firm in the metro market for communication related services. Staff contacted SEH for design
related services for the new tower. In addition, SEH will also prepare necessary legal descriptions for the site
lease, prepare an ALTA survey, prepare preliminary plans and construction plans, prepare a site layout and
assist the City with a CUP application. Attached please find SEH’s proposal for the work. Staff recommends
approval of the proposal with SEH for the services listed.
The work associated with the new tower will be funded by Anoka County’s economic development fund for
special projects.
RECOMMENDED MOTION(S):
Move to approve the Professional Services Agreement with SEH for engineering consultant services for the
preliminary and final design of a monopole communication tower to be located at 3939 Central Avenue in an
amount not-to-exceed $45,505 appropriated from Fund 415-52014-3050.
ATTACHMENT(S): SEH Proposal and Professional Services Agreement
10/2/20
4C
43
Engineers | Architects | Planners | Scientists
Short Elliott Hendrickson Inc., 3535 Vadnais Center Drive, St. Paul, MN 55110-5196
SEH is 100% employee-owned | sehinc.com | 651.490.2000 | 800.325.2055 | 888.908.8166 fax
September 30, 2020 RE: City of Columbia Heights, Minnesota Telecommunications Tower SEH No COLHT 157088 14.00 Mr. Kevin Hansen Director of Public Works City of Columbia Heights 637-38th Ave NE. Columbia Heights, MN 55421 Dear Kevin: Short Elliott Hendrickson Inc. (SEH®) is pleased to provide the City of Columbia Heights with this proposal for the construction of a new communications tower designed specifically to meet the City’s telecommunication needs. Below we have provided a breakdown of our perceived level of effort, along with corresponding fee. PROJECT DESCRIPTION
Phase I - Design
Phase I involves preparation of plans and specifications for the construction of a new telecommunication
tower.
Facilities to be designed by SEH as part of this project include:
1. Telecommunications Tower with a design criteria that includes the initial minimum capacity
requirements of the existing Tenant and provides additional expansion of existing and future
Tenants.
2. Tower access driveway (fabric and road gravel design) to accommodate Tenant technician
mobilization and equipment.
3. Tenant equipment compound, including fencing and associated appurtenances.
4. Tenant compound utilities inclusive of power, telco and fiber.
5. Site restoration, including grading, and seeding/sod, as directed by the City
44
Mr. Kevin Hansen September 29, 2020 Page 2 Scope of Services
The scope of work for Phase I is identified under the following Tasks:
Tasks Description
1 Construction Plan Services
2 Bidding Services
Task 1 Construction Plan Services
1. Project set up and initiation meeting with City 2. Prepare design drawings for the tower, City equipment (as applicable), provide specifications
(Using SEH contract documents) required for bidding: • Prepare site development plans showing access road, compound and landscaping/plantings.
• Prepare site development plans associated with utilities to and at the site for power, telco and fiber
• Prepare plans, as applicable, associated with location of compound electrical metering and lighting (as may be required)
• Prepare site survey as part of the drawings. 3. Review drawings for compliance with geotechnical recommendations 4. Prepare and submit an application to FAA for approval of the project and project site location. 5. Consult with potential vendor(s) respective of cable management and compound location (Assumes 1 meeting) 6. Complete Conditional Use Permitting (CUP) documentation and associated exhibits (Assumes 2 meetings) 7. Complete CUP Service - Visual analysis report 8. Complete CUP Service - Line of sight report 9. Milestone meeting with the City (Assumes 2 meetings to be scheduled per the City’s request) 10. Prepare a final estimate of Probable Project costs for the proposed improvements after a final design is completed. 11. Submit copies of documents to the Owner for review and approval at the milestones noted below.
• 60 percent review, 90 percent review, City Council plan review and approval Not Included: 1 Present scope does not include preparation of site development plans to accommodate Tenant cable routing from their ground equipment to the new tower. 2 Scope does not include any communication tower regulatory due diligence.
If requested by City, SEH can provide these services as an additional service contract.
COMPENSATION
We propose to complete the outlined Professional Services as listed below:
PHASE I: DESIGN FEE Task
1. Construction Plan Services $43,505.00
*CUP Services $2,000.00 TOTAL $45,505.00
SEH proposes to complete the Phase I – Design as directed by the City of Columbia Heights for a Lump Sum fee of $45,505.00. Without an identified change in scope, we understand this fee cannot increase without further authorization from the City of Columbia Heights.
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Mr. Kevin Hansen September 29, 2020 Page 3 SEH welcomes the opportunity to work with the City of Columbia Heights, seeing this important project to a successful completion, and awaits your authorization. We hope the information provided above, describing our level of effort and associated fees, meets with your acceptance. Should you have any additional needs or requirements, please contact me directly at 612.325.9995. Sincerely, SHORT ELLIOTT HENDRICKSON INC.
Dale Romsos Project Manager dmk c: Dan Zienty – SEH St Paul, MN
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Short Elliott Hendrickson Inc. Letter Agreement - 1 City of Columbia Heights (Rev. 07.14.16)
Agreement for Professional Services
This Agreement is effective as of September 30, 2020, between City of Columbia Heights (Client) and
Short Elliott Hendrickson Inc. (Consultant).
This Agreement authorizes and describes the scope, schedule, and payment conditions for Consultant’s work on
the Project described as: As Needed 2020 Telecom Projects.
Client’s Authorized Representative: Kevin Hansen | Public Works Director
Address: 637-38th Avenue NE
Columbia Heights, MN 55421
Telephone: 763.706.3705 email: khansen@columbiaheightsmn.gov
Project Manager: Dale Romsos
Address: 1701 West Knapp St, Suite B
Rice Lake, WI 54868
Telephone: 612.325.9995 email: dromsos@sehinc.com
Scope: The Basic Services to be provided by Consultant as set forth herein is provided subject to the attached
General Conditions of the Agreement for Professional Services (General Conditions Rev. 07.14.16), which is incorporated by reference herein and subject to Exhibits attached to this Agreement. See attached SEH letter dated September 30, 2020 Schedule: See attached SEH letter dated September 30, 2020
Payment: See attached SEH letter dated September 30, 2020
Client will authorize Consultant to proceed with a telecom project by sending an email from Client’s Authorized Representative to Project Manager with tenant drawings and supporting documentation. The payment method, basis, frequency and other special conditions are set forth in attached Exhibit A-2. This Agreement for Professional Services, attached General Conditions, Exhibits and any Attachments (collectively referred to as the “Agreement”) supersedes all prior contemporaneous oral or written agreements and represents the entire understanding between Client and Consultant with respect to the services to be provided by Consultant hereunder. In the event of a conflict between the documents, this document and the attached General Conditions shall take precedence over all other Exhibits unless noted below under “Other Terms and Conditions”. The Agreement for Professional Services and the General Conditions (including scope, schedule, fee and signatures) shall take precedence over attached Exhibits. This Agreement may not be amended except by written agreement signed by the authorized representatives of each party. Other Terms and Conditions: Other or additional terms contrary to the General Conditions that apply solely to
this project as specifically agreed to by signature of the Parties and set forth herein: None r:\admin\agreements\telecom\2020\columbia heights pw\9.30.2020-telecom letter agreement.docx
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Short Elliott Hendrickson Inc. Letter Agreement - 2 City of Columbia Heights (Rev. 07.14.16)
Short Elliott Hendrickson Inc. City of Columbia Heights
By:
By:
Title: Scott Haupt Client Service Manager Title:
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Short Elliott Hendrickson Exhibit A-2 - 1 City of Columbia Heights (Rev. 10.21.10)
Exhibit A-2 to Agreement for Professional Services Between City of Columbia Heights (Client) and Short Elliott Hendrickson Inv. (Consultant) Dated September 30, 2020
Payments to Consultant for Services and Expenses Using the Lump Sum Basis Option
The Agreement for Professional Services is amended and supplemented to include the following agreement of
the parties:
A.Lump Sum Basis Option
The Client and Consultant select the Lump Sum Basis for Payment for services provided by Consultant.
During the course of providing its services, Consultant shall be paid monthly based on Consultant’s estimate
of the percentage of the work completed. Necessary expenses and equipment are provided as a part of
Consultant’s services and are included in the initial Lump Sum amount for the agreed upon Scope of Work.
Total payments to Consultant for work covered by the Lump Sum Agreement shall not exceed the Lump Sum
amount without written authorization from the Client.
The Lump Sum amount includes compensation for Consultant’s services and the services of Consultant’s
Consultants, if any for the agreed upon Scope of Work. Appropriate amounts have been incorporated in the
initial Lump Sum to account for labor, overhead, profit, expenses and equipment charges. The Client agrees
to pay for other additional services, equipment, and expenses that may become necessary by amendment to
complete Consultant’s services at their normal charge out rates as published by Consultant or as available
commercially.
B.Expenses Not Included in the Lump Sum
The following items involve expenditures made by Consultant employees or professional consultants on
behalf of the Client and shall be paid for as described in this Agreement.
1.Expense of overtime work requiring higher than regular rates, if authorized in advance by the Client.
2.Other special expenses required in connection with the Project.
3.The cost of special consultants or technical services as required. The cost of subconsultant services
shall include actual expenditure plus 10% markup for the cost of administration and insurance.
The Client shall pay Consultant monthly for expenses not included in the Lump Sum amount.
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