Redevelopment Agreement
REDEVELOPMENT AGREEMENT
v.I'
THIS REDEVELOPMENT AGREEMENT is made and entered into this L day
of {XA~ , 2009, by and between the city of Ch~assen, a Minnesota municipal
corporation (the "City") and Bloomberg Companies Incorporated, a Minnesota corporation
("Bloomberg").
RECITALS:
WHEREAS, the City and Bloomberg have been engaged in discussions regarding the
redevelopment of an area of land within downtown Chanhassen that is generally shown in the
attached Exhibit A (the "Project Area"); and
WHEREAS, Southwest Transit ("Southwest Transit") is proposing to construct a parking
ramp for approximately 400 vehicles in the Project Area; and
WHEREAS, the City has initiated certain public improvements (the "Public
Improvements") to be constructed partially 'by the City and partially by Southwest Transit to
complement efforts by Southwest Transit to construct the parking ramp; and
WHEREAS, Bloomberg is willing to be specially assessed for a portion of the cost of the
Public Improvements under certain conditions; and
WHEREAS, the parties wish to cooperate to develop the Project Area and are willing to
proceed as described in this Agreement; and
WHEREAS, the parties acknowledge that both the City and Bloomberg will expend
substantial time and effort and will incur substantial expense to pursue development of the
Project Area; and
WHEREAS, the City and Bloomberg are willing to undertake the activities described in
this Agreement only with the reasonable assurance that each will support and cooperate with the
other in its efforts and take the actions required of it by this Agreement; and
WHEREAS, the City and Bloomberg intend to execute this Agreement to document their
understanding with respect to development of the Project Area and to establish the basis for
future agreements regarding same.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual obligations of the
parties contained herein, each does hereby represent, covenant and agree with the other as
~~: .
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1. Statement of Intent.
It is the intention of the parties that the following activities will take place pursuant to this
Agreement:
(a) Parking Ramp. Southwest Transit intends to construct a parking ramp for
approximately 400 vehicles on property within the Project Area owned by
Bloomberg. Some of that property is currently subject to an easement from
Bloomberg to Southwest Transit and is used by Southwest Transit for a surface
parking lot. Southwest Transit intends to exchange its easement for fee title to
the land prior to construction of the parking ramp.
(b) Infrastructure Improvements. The City has prepared a feasibility study and
engaged in other preliminary efforts to construct infrastructure improvements to
provide access to the parking. ramp from Great Plains Boulevard and Market
Boulevard and to construct certain utility improvements within the Project Area.
The City intends to acquire interests in property from Bloomberg and others to
implement the Public Improvements. The City intends to construct the Phase Ia
and Ib Public Improvements. Southwest Transit intends to construct the Phase II
Public Improvements. The Public hnprovements will be paid for through a
combination of City funds, Southwest Transit funds and special assessments
levied against benefited properties, including land owned by Bloomberg. The
Phase Ia and Ib and Phase II Publichnprovements are more fully described in the
Special Assessment Agreement attached hereto as Exhibit C.
(c) Scene Shop. The City intends to acquire the building used by the Chanhassen
Dinner Theater as its scene shop, demolish the structure and relocate the scene
shop.
(d) Chanhassen Depot. The City intends to acquire in fee from Bloomberg the land
on which the Chanhassen depot building is located.
( e) Tax Increment Financing District. The City intends to create a redevelopment tax
increment fmancing district including the land identified on the attached Exhibit
B. The district will be established at such time as the City shall determine but the
City shall have no obligation to do so after three years after demolition of the
scene shop building. Subject to the limitations of state law, the City intends to
provide for reimbursement to Bloomberg of special assessments levied against
property owned by Bloomberg for the Public Improvements under the Special
Assessment Agreement to the extent such tax increment is generated and paid by
new development within the tax increment financing district. The payment of
increment shall be limited to a period not to exceed 10 years commencing with
taxes payable in the year following certification of the tax increment financing
district. Tax increment received in any given year shall only be eligible for
reimbursement of special assessments due in the same year.
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(f) Sale of Bloomberg Land; Redevelopment. Bloomberg intends to sell to the City
such property as may be necessary for the City or Southwest Transit to construct
the Public Improvements and the land on which the Chanhassen depot building is
located for a price not to exceed $8.20 per square foot. Bloomberg also intends to
seek approval to replat its property in the Project Area in such a way as it deems
appropriate to promote redevelopment of the area.
(g) Contract Negotiation. As soon as reasonably possible, the parties will attempt in
good faith to negotiate the terms of a contract providing for the sale by
Bloomberg of identified property to the City and Southwest Transit.
(h) Right of Entry. Upon execution of this Agreement by both parties, Bloomberg
will execute and deliver to the City a right of entry agreement for the purpose of
allowing the City at no cost to the City or to Southwest Transit to enter onto its
property within the Project Area to inspect and to conduct testing and other
examinations on the property to enable the City and Southwest Transit to
complete the Public Improvements and other obligations under this Agreement.
The proposed form of the right of entry agreement is contained in the attached
Exhibit D.
(i) Petition and Waiver Agreement. Conditioned upon fulfillment of the City's
obligations hereunder, Bloomberg agrees to enter into a Special Assessment
Agreement with the City in the form attached hereto as Exhibit C to ensure that
$ of the cost of the Public Improvements is paid through special
assessments levied against property owned by Bloomberg.
2. Undertakings By Bloomberg.
Bloomberg agrees to undertake all actions necessary to accomplish the activities
described in Paragraph 1 above to be performed by Bloomberg and to cooperate with the
City in the City's undertakings under this Agreement.
3. Undertakin~s by City.
The City agrees to cooperate with Bloomberg in Bloomberg's undertakings and agrees to
utilize its best efforts, subject to Bloomberg's performance, to accomplish the activities
described in Paragraph 1 above to be performed by it.
4. Notices.
Any notice required to be given under this Agreement shall be deemed delivered if either
actually delivered, or if faxed and mailed to the parties at the following addresses:
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a)
As to Bloomberg:
Bloomberg Companies
525 West 78th Street
P.O. Box 730
Chanhassen, MN 55317
Attention: Clayton Johnson
b)
As to City:
City of Chanhassen
7700 Market Boulevard
Chanhassen, MN 55317
Attention: City Manager
5. Miscellaneous.
A. This Agreement, including the exhibits thereto, constitutes the entire agreement
between the parties relative to the Project Area. Unless specifically described
herein, no additional obligation shall be inferred or construed.
B. Redevelopment of the Project Area will be undertaken in accordance with
additional agreements which the parties shall in good faith attempt to negotiate in
the future.
C. This Agreement may be assigned by Bloomberg with the prior written approval of
the City, which approval shall not be unreasonably withheld.
D. The parties .hereto understand that additional and separate action, for which no
obligation is created hereunder, will be required before either the City or
Bloomberg is obligated to take various actions with respect to the Project Area.
Those actions may include, without limitation:
1) Zoning, comprehensive plan and subdivision approvals for any land use or
developments proposed by Bloomberg;
2) Sale of the. relevant portions of Bloomberg's property to the City and
Southwest Transit;
3) Construction by the City and by Southwest Transit of the Public
Improvements to serve the Project Area; and
4) Establishment of the tax increment financing district.
D. Bloomberg further understands that many of the actions which the City may be
called upon to take require the reasonable discretion and in some instances the
legislative judgment of the City, such actions may be made only following
established procedures, and the City may not, by this or any other agreement,
agree in advance to any specific decision in such matters.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
and year fIrst above written.
BLOOMBERG COMPANIES
:CORr~
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CITY OF CHANHASSEN
By:
Its:
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STATEOFMINNESOTA )
( ss.
COUNTY OF CARVER )
~ The foregoing instrument was acknowledged before me this '5 H'\ day of
c.eVV\lce.r ,2009, by Thomas A. Furlong and Todd Gerhardt, respectively the Mayor and
City Manager of the City of Chanhassen, a Minnesota municipal corporation, on behalf of the
corporation and pursuant to the authority granted by its City Council.
(Seal)
I ·
KIM T. MEUWISSEN I
Notary Public-Minnesota
My Commission Expires Jan 31. 2015
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STATE OF MINNESOTA )
I,JJJ:.R ( ss.
COUNTY OF a.,/iRVIf/, )
~nstrument was acknowledged before me tbis -i&!- ~ of
, 9, by Clayton T. Johnson, the Executive Vice President of Bloomberg
Companies Incorporated, a Minnesota corporation, on behalf of the corporation.
-s;UeQ~
NPRY PUBLIC
(Seal)
DRAFTED BY:
Kennedy & Graven Chartered\
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
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..
EXHIBIT C
Special Assessment Agreement
[to be completed]
C-l
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EXHIBIT D
FORM OF RIGHT OF ENTRY AGREEMENT
THIS AGREEMENT is made on this ~ day of NO\f.fftlber , 20~ by and between
the city of Chanhassen, a Minnesota municipal corporation (the "City") and Bloomberg Companies
Incorporated, a Minnesota corporation (the "Owner").
Recitals
A. The Owner is the owner of the real estate located at
(the "Subject Property").
B. The City has authorized construction of certain public improvements (the "Public
Improvements"). In order for the City to carry out its due diligence in constructing the Public
Improvements, the City must obtain permission from the Owner to enter the Subject Property.
C. The Owner desires to permit the City, its agents, employees, contractors and invitees
to enter upon the Subject Property in order to facilitate construction of the Public Improvements.
A2reement
NOW, THEREFORE, in consideration of their mutual promises and obligations, the parties
hereto hereby agree as follows:
1. Right of Entry. The Owner hereby grants the City, its agents, employees,
contractors and invitees permission to enter upon the Subject Property at its discretion for the
purpose of surveying, taking soil borings and conducting such additional tests and inspections as it
may deem desirable to facilitate construction of the Public Improvements. The Owner represents
and warrants to the City that the Owner is the fee owner of the Subject Property and has the sole and
exclusive authority and right to enter into this Agreement. Following completion of its work, the
City agrees to restore the Subject Property to the condition existing prior to the work.
2. Indemnification of Owner. In consideration for such Right of Entry, the City agrees
to and shall indemnify" defend and hold harmless the Owner, its agents, officers and employees
from and against any action, claim, damage, liability, loss, cost or expense, including without
limitation attorneys' fees and costs, resulting from: (a) any liens which may be attached to the
Subject Property for labor or materials provided by or at the request of the City; (b) injury to or
death of persons; ( c) property damage; or (d) any claim, damage, action, loss or destruction caused
by the City's agents or contractors in connection with the City's entry onto the Subject Property
pursuant to this Agreement.
3. Term. This Agreement shall commence on the date and year first above written and
shall continue in full force and effect until , 20_.
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4. Governing Law. This Agreement shall be interpreted in accordance with and be
governed by the laws of Minnesota.
5. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute one and the same instrument.
6. Amendment. This Agreementmay be amended by the parties hereto only by written
instrument executed in accordance with the same procedures and formality followed for the
execution of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in
their names and behalves and on or as of the date and year first above written.
BLOOMBERG COMPANIES INCORPORATED
By:
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Its: 4ft.-~'lA (rJ,' ~ Pv.v:t..r',f
CITY OF CHANHASSEN
By:
THIS INSTRUMENT DRAFTED BY:
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis,:MN 55402
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