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121990 CC Sp AgP d() ~ CITY OF SHOREWOOD SPECIAL COUNCIL MEETING WEDNESDAY, DECEMBER 19, 1990 COUNCIL CHAMBERS 5755 COUNTRY CLUB ROAD 5:00 P.M. PLEASE NOTE EARLY STARTING TIME AGENDA 1. CONVENE REGULAR SPECIAL CITY COUNCIL MEETING A. Roll Call stover Brancel Mayor Haugen Gagne Watt en 2. REVIEW PROPOSED CONTRACT FOR RECYCLING SERVICES FOR 1991 (Att.No.2-Agreement) 3. UPDATE ON WATERFORD III TIF. BOND AGREEMENT AND PLAT A. Consider Resolution Approving the Contract for TIF Development with TRIVESCO (Att.No.3A-Resolution and Contract) B. Consider Resolution Approving the Revised Bond Purchase Agreement with TRIVESCO (Att.No.3B-Resolution and Agreement) 4. CHURCH ROAD CUL-DE-SAC - BUILDING PERMIT/OPTION 5. ADJOURNMENT MAYOR Jan Haugen COUNCI L Kristi Stover Robert Gagne Barb Brancel Vern Watten CITY OF SHOREWOOD 5755 COUNTRY CLUB ROAD . SHOREWOOD, MINNESOTA 55331 · (612) 474-3236 MEMO TO: FR: DT: The city council Larry Whittaker December 18, 1990 RE: AGENDA, December 19, 1990, city council Meeting We regret that this packet was not sent sooner. We did not get the final proposal and revised contracts from Trivesco until late this afternoon. However, the City council clearly agreed to meet December 19, 1990, to consider this - and there was clear notice of the meeting in the Sailor on December 12, 1990. I bring this to your attention because there was a concern that there had not been adequate notice of this meeting - as the Open Meeting Law requires three days posted OR published notice of Special Meetings AND the purpose of said meeting. There was not, however, any notice of any other purpose for the meeting; so, the Council cannot consider other matters unless they are emergencies. While the Council agreed to review the Recycling Contract Dec. 10, this "purpose" was not included in the Sailor. However, as we will have no contract for the first recycling pick-ups in January unless you consider this contract Dec. 19, 1990, approval of the Recycling Contract can be considered an "emergency" under the Open Meeting Law; and, you can legally consider it. You can also consider the problem on Church Road an "emergency" as the current owner of the lot where we propose to build the cuI de sac has applied for a building permit to construct a house on it. Unless the Council considers its options for the cuI de sac and the acquisition of the lot, the opportunity for the completion of the Church Road improvements may be lost forever. In this case, you might request an Option to Buy the lot for the cuI de sac - until the residents advise you of their choice - or you may ask the residents to come back to the Council earlier - and ask the owner of the lot to wait until then to proceed. This is difficult as the residents and the City have not made a commitment to proceed; but, we don't want to lose our ability to proceed. Brad will update you on this tomorrow. A Residential Community on Lake Minnetonka's South Shore , . ,J DEe 18 '90 10:48 l'".(;./~ !;;.j; ;2 /:q () .. AGREEMENT FOR RECYCLING COLLECTION This agreement is made on the between the city of Shn''''eT.oIJOod Country Club Road " Shorewood. (IICity") and KnU1:son ServJ.ces, ( II Knutson It) . 1st day of Janua...rv , 1991.1 , located at 5755 , Minnesota 55JJ1- Inc., a Minnesota corporation, The purpose of this statement is to set forth terms and conditions for recycling collection by Knutson for the city. The city and Knutson agree as follows: SECTION 1. DEFINITIONS SECTION 2. PAYMENT .- A. As described in attached Exhibit A, the city will compensate Knutson for the performance of its obligations, d- DEe 18 '90 10:49 P.3/5 SECTIO~ 3. OBLIGATIONS ~ A. Knutson shall provide weeklv collection services f9r all ~ecyclable materials on Werlnp.~oav *. Collections w~ll beg~n on Wednesday * ,-1ISLlSl.* Tuesday pick-Up for Enchapted and Shady Islands B. Mater~als to be collected: Knutson will collect the following recyc~able materials, pla7ed by th7 resident in or near a conta~ner ~laced at curbs~de ass~~~ng the preparation of mater~als: Newspaper - Includes all advertising supplements contained in a daily newspaper and Sunday edition placed in a bag or bundled in or alongside the container, Glass - Mixed clear, brown and green glass food and beverage containers. Lids and labels may be present. Promot~ons will ask people to remove lids. Metal Cans - Unsorted aluminum, steel, tin and bi-metal cans. . _ labels may be present. Promotions will ask people to remove labels. Plastics - Unsorted olastic bottles. Promotions will ask people to remove lids. Corrugated Cardboard - Flattened and bundled in pieces no larger than 3x3 and placed in or next to the container. No oil containers. The city may require additional material be added to collections or stoo collections of certain material upon thirty (30) days written notice. Improperly prepared recyclables, that is recyclables net reasonably free of focd, dirt or other contaminants, or materials other than those specified above can be left in the container along with an education tag identifying that material as not being collected in this ~roqram. The city will be responsible for providing educat~on tags to Knutson. Knutson will be responsible for educating collection vehicle drivers. c. Reporting requirements: Knutson will be required to report the following information: Knutson must re~ort weights of recyclables collected on a monthly basis: Knutson must provide certified weight receipts for all materials collected within 15 days of the end of the month for the previous month. If each material is not weighed separately on an on-going basis Knutson must indicate the orocedure that will be used to determine individual materlal breakdowns. The city may require Knutson to separately weigh each material at any time at its discretion and at no additional'cost to substantiate accuracy of the proposed procedure. D~C 18 '90 10:50 1-'.4/::> Knutson must report, by individual materials and amounts, where materials are delivered for recycling. state law requires counties to ensure that the materials are recycled. Consequently, if Knutson delivers materials to a broker Knutson must report what end market the broker used. Summaries by brokers and end markets must be provided within 15 days of the end of the month for the previous month. Brokers or recyclable processors receiving materials must have the appropriate state and local oermits or licenses. If materials are stored for a periOd longer than 30 days bv Knutson, the amounts of materials by type and location. of storage must be reported.' Knutson must provide set-out rates using a method acceptable to the City for all households placing recyclables out for collection during the months of May and October and must be reported within 15 days of the end of the respective months. Knutson must report t~e gross revenues received f~om the sale of recyclables, by material, on a monthly basis. D. Equipment Requirements: Knutson must obtain a license from the Countv for each recycling vehicle or trailer. There is no fee for the license. .- All vehicles must be maintained in proper working condition and be available for insnection by the City and Hennepin County. . Vehicles should be equipped with warning flashers I a broom and shovel for spills and Knutson1s name and telephone number prominently displayed on both sides. * E. Missed collections: A procedure for receiving and responding to cornnlaints of missed collections shall be mutually. agreed upon by the city and ~,utson. *F. Holidays: A procedure for Holiday collections shall be mutually agreed upon by the city and Knutson. G. Market development: The city reserves the right to require Knutson to deliver up to 25% of the collecte~ newsprint for market development purposes to a locatlon within Hennepin County for a price not less than the ULSM. * Refer to attachment to this contract. DEe 18 '';;10 10:51 f-'.~/~ SEC'I'ION 4. K~TERIAL REVENUE SHARING A. positive ULSM: The ULSM for a material is zero or higher. Knutson will pay to the city ~/3 of the material proceeds on a monthly basis until the ULSM e~ceeds the price below. When the ULSM exceeds the price below, Knutson will pay on a lnonthly basis: 1/3 of the proceeds calculated by multiplying the tons collected by the price below, plus 2/3 of the proceeds calculated bv multiplying the tons collected by the difference between the ULSM and the price below. Material ULSM Price per ton --------------~--- Newspaper Cardboard Glass Aluminum cans Bi-metal cans Steel cans Unsorted plastic bottles $15 $:20 $60 $950 $150 $40 $72 B. Negative ULSM: The ULSM is belo~ zero (Knutson has to pay for disposal). The city will pay to Knutson 2/3 of the material disposal fees on a monthly basis. The city reserves the right to require collected material to be delivered to a location within Hennepin County. c: ULSM does not exist: The collected materials shall be landfilled or incinerated. The city will pay to Knutson 100% of the material tipping fees. The city reserves the right to require collected material to be delivered to a location within Hennepin co~~ty. SECTION 5. TERM The term of this agreement shall be Jcmuary December ~, 1991. 1 , 1991 to .- SECTION 6. CANCELLATION Either party may cancel this agreement at any time, ~ith~~ cause, upon one hundred and twenty (120) days written notice to the other party. In such event of termination, Knutson shall be entitled to paYment of those ser~ices furnished up to the termination date: DEe 18 '90 10:52 P.l/6 SECTION 7. GENERAL CONDITIONS A. All services and duties performed by Knutson pursuant to this agreement shall be performed to the satisfaction of the city and in accordance with all applicable federal, state and local laws, ordinances, rules and regulations as a condition of payment. Knutson agrees to com~ly with Minnesota statutes 181.59, relating to nondiscrim~nation. B. Knutson must obtain and provide the certificate of insurance indicating levels of insurance coverage are in City as a co-insured. Workers' Compensation: City with a the following m~n~rnum effect,and naming the Statutory ~ * Contractor's Public Liability Insurance: - $ $ Property Damage: - $ $ Automobile PUblic Liability: $ Refer to attached Certificate or Insurance, $ or additional requirements of insurance as agreed upon. The Certificate of Insurance shall contain a provision that the coverage will not be cancelled without thirty (30) days prior notice to the city. C. Knutson shall indemnify and hold harmless the city, its employees and agents, for all claims, damages, losses, and expenses, including, but not limi~ed t?, attorney's . fees, which they may suffer or for wh~ch tney may be helo liable, as a result of the fault of Knutson or its emplayees. D. The ~rovisions of this agreement are severable. If any port~on hereof is, for any reason, held by a Court of camoetent jurisdiction, to be contrary to law, such declsian shall not affect the remaining provisions af the agreement. DEe 18 '90 10:53 t-'.C:::/I:l E. This agreement embodies the entire agreement between the parties including all prior understanding and agreements, and may not be modified except in writing signed by all parties. CITY OF Shorewood KNUTSON SERVICES By By By By ;' DEe 18 '90 10:54 P.3/6 Exhibit A Curbside - $1.70 per stop per month for weekly collection or $1.45 per stop per month for bi-weekly collection, based on 2150 households. Household totals to be reviewed annually. Drop-off - $490 per month DEe 18 '90 10:54 P.4/6 RECYCLING COLLECTION FOR THE CITY OF SHOREWOOD OVERVIEW Knutson Services, Inc, has been selected to provide the curbsIde recycling collectfon for the communities of ExcelsIor, Mlnnetonka Bereh, Mound, Shorewoo:l, Spring Park, TonKa Bay, and W~ata. We are thrilled at this opportunity and look forward to revelopfng a long term relationship with you. our new customers. FIRM PROFilE KnutS!ln Rubbish Service was establfshed in 196 t by Orrin and Lettie Knutson. Although the industry tendency is towards internaUonal oonglomerates. the "MW" Knutson Services. Inc, remains a local. fn6apendent firm under the direction of the founder's son, Larry Knutson. The firm is comprised of 65 employees active In solid waste removal, recycling, and street sweeping services which assist cb2ens of rommunitles and thousands of residential and commercial customers in Dakota, Hennepin, Ramssv. Washington, and &:ott CDunties. For 29 years Knutson services has placed the highest priorIty on customer sQa1c~. safety. and value. Our employees. through their competence and dedication, OOdress the needs of the community and its residents. Knutson Services' 9)81 states: . -THE QUEST FOR EXCELLENCE GIYES DIGNITY TO A PERSON. CHARACTER TO A BUSINESS, AND MOST IMPORTANTLY. SATISFACTION TO OUR CUSTOMERS.. RECYClABLES COLLECTED Knutron Services wi11 provide the collection of newsprint. clear I green. end brown glass, recyclable plastic containers, metal cans, and corrugated cardboard. COLLECTION SCHEDULE The collection schedule for the City of Sr~Y'.;-T}mnr1 wl11 continue each wee l{ To insure collection, please have your recycling bin with the materfals properly preparea at curbside by 7 a.m. PLEASE NOTE THE RECYCLING COLLECTION SCHEDULE FOR HOLIDAYS AND SNOW DAYS ON THE REVERSE SIDE. QUESTIONS A80UT COLLECTION If you have any QuestIons concsrnlng the recyclIng co II ect10n, please contact Knutson Services dIrectly. Our number is 423-2294. The offIce hours are Monday through Friday I 7:30 a.m. to 5:30 p.m. During the other Urnes, your call will be taken by our anSlVerlng service. Please leave a message with them I and your call wm be returned upon resumpt10n of normal business hours. QUESTIONS ABOUT RECYClI He I f your question conerns the materia 1s to be recycled or theIr preparat1on, please feel to con toot Knutson Services at 423-2294. Specific Information may be obtoined from your ~lfnn NYlrrli,,~I'1" ~t , DEe 18 '90 10: 55 ~ MATERIAL PREPARATION P.S/6 NEWSPRINT - Ploca newsprlnt 1n a paper grocery bag or bundle with string. Advertising suppliments may be included GLASS - Clear J green, and brown glass jars and bottles are accaptable. It Is preferrable that lids, neck. rings, and fco:l substances are removed pr10r to' sort1ng by color 1n a paper grocery bags. METAL CANS - These 1ncluct3 aluminum, bi-metal, and tin cans. It is preferrable that paper labels be removed and tin cans rinsed prior to plea3ment 1n 8 paper grooary b&J. : CORRUGATED CARDBOARD - Brown rorrugated only, simply flatten and bundle as appropriate. Do ~ include cereal boxes, fooj boxes, or other grf1l "boxboard", PLASTJCS - A plastic bottla is any container with a neck. .B.1n.sa, remove caps and neck rings, and f1att~n. Plac:a flattened plastic bottles underneath the heavier b~ of recyclables to prevent them from blowing around. UNACCEPTABLE MATERIALS MaterIals NOT being collected curbside (at this time) 1nclu~ catalcqs, telephone books, scrap paper including junk mail, food contaminated packaging, milk cartons, gray "boxboard, ceramics, wfnoow glass, 11ghtbulbs, paint and aerosol cans. **** RECYCLABLE MATERIALS + CONTAMINATION = TRASH *** Holiday ,Schedule . . 1991 K . . JANUARY nutson ServIces observes the : 1M' " Y , I hOlidays ot New Years Day, t 71f : I~ I~ I~ Memorial Day, July 4th, Labor ~~; ~ ~~ ~~ g ~ Day, Thanksgiving and Christ~ 27:la 29 JO U mas. FEs~UM1" $ MY'll Y , s I 2 24'671' ID II 12 n I~ IS Ii 11 ,. It 20 :I 22 Z~ N~:lS27U When thase holidays faU during the week (Monday through Fri. day}, the route will be delayed one day . i.e. Monday will be serviced on Tuesday, Tuesday on Wednesday and so on. Snow Days Excessive amounts of snow may delay service tor that day and the r~$t of the week. KnutSO/J f7i::t~- JiiI ::....'1{....~/L.~I II' ~ M"flJ.:l;) 42'3-2294 MARCJ.l 'II'''Y'S 1 : 34S.7., 10 n 12 U I. IS It 11 " It 2lI :1 zz n .... ~ H 21 :t :t JO AI'!lIL SII1.Y"$ 1~34" 7 . , ID II 12 IS , 14, IS I' 17 II It ;zo 21=U14~"'27 .~>> MAY SliT If 1 , S 1 2 2 . 5'7"1011 12 U II I' l' 11 " ISloIZ!:Z:)24ZS :f@ 2t :t >> 31 JUNE. . II , . J , 1I l as. I .7. , , It U 12 U W IS StPlal'.Zl~ ..>>.It>> II 2a lit JULY 1111"''''' 122(4),. 71flOTil21l 14 IS U 11 \I 19 :Ill 1I2J:~ 14 ~~ 21 :'Z9lOU AUGUST III'lf1" I 2 ] 45'71'" n 12 IJ " I; Ii 17 II It 2lI 21 2Z 23 ~, ~ ~ 17 2t :t JO 31 SEPTEMBER s... T 'II , I I Il'i)]I~'7 . ; 10 II 12 IS I. "" 11 II It 20 ~I 2ZU142$~17:t 21)0 OCT08€~ SIITw", I 2 ] , , 671SIlI1112 U 14 1$ II 17 II II :lCI21;ZZ2J24~2Ii uu..u NOVUISEJt S II f W , , $ I 2 J4$.7., IlIlIlZU;'ISI6 17111*;V"';ZZ2,3 .2t:S~2l'@:t)O DiCEMElER S .. , .. T , I 11$"'7 ""I1UU1. 15 II U '1 I. 2lI as II ZJ ~8 >>.n ZII a_a ' American Buslne:s Insurance 7701 Tork AVQnue South su1.tQ 200 N1nneapolls, MN 55435 COMPANIES AFFORDING COVERAGE COMPANY A LETTER CODE INSURED SUB-cooe COMPANY 8 l.eTTER COMPANY C LETTER COMPANY D tETTER WAlJSAl1 INSUR1.NCE CO INS CO OF NOR'1'H AMEruCA Xnut~on Services, Inc. 15120 Chippendale Av.nuo aOSe&Ount HN S5068 COMPANY E lETTER :;Co.y.S:ftAGS$Wli~%w.;W:i"@)~#~,*&\~m@w.~;':;N>:.;f;'.;:"t'~~~!1i:$.;;~0~~8n""'.;~M%~~~~;;>;.i*,'~\( "~wm=~~~;ii<"'!"<lkl~~;f.~#.3~~;r.t<lw.~" ~.' .~~-~< " ..... " HHN.lN';;.j;H.U"'h:V.....A/J'Jo~~.~~~.N ""~~"~:'Mfm:.""'S""1:~l;f~:S.z~ ' . '~l':';.:;:~:y';~'<H~"\...x "., .'~j1"i~>>~', ~ ~~~~~~v\.w.' t)ol~~i:E:. .K:S ~.. ~ THIS IS TO CSAl'lFY THAT THE POLICIES OF INSURANCe LISTED BELOW HAVe SEEN ISSUED TO THe INSURED NAMED ABOVE FOR iHE; POLlCY PEAIOO INOICATED NOTWITHSTANDING ANY REQUIREMeNT. TERM OR CONDITION OF ANV CONTRACT OR OTHER DOCUMENT WITH RE;SPECTTO WHICH 'tl-/IS CERTIFICATE MAV BE Issueo OA MAV PERTAIN, THe INSURANCE AFFORDEO Slv THe POLICIES DESCRIBEO H!iI'llilN IS SUBJECT TO ALL iHe ri:RMS, eXCLUSIONS ANO CONOIilONS OF SUCH POLICies. LIMITS SHOWN MAY HAVe BEEN ReOUCliD SlY PAlO CLAIMS. GENERAL LIABILITY n COMMERCIAL GeNERAL LIA911.ITY ~ CLAIMS MADEO OCCUR. ~N"'S & CONTRACTOR'S 'ROTI B I AUTOMOBILE L1ABILlTY n ANY AUTO L~ ALL OWNED AUTOS ~' SCHEOUL5D AUTos . HIRED AUTOS NON.OWNEO AUTOS r-xi GAF\AGe LIABILITY n eXCESS LIABILITY n Dl713~655 1/0l./90 l/Ol/n 1000 .................... ...................... ......."............. ....................... .,................... ..................,. ..................... .................... ..................... ...,.'''............. .................... .................... I,;:.:.:,.;.:.:.;;.:,.:.::.::.:.:.:: ttW~~f~~~~t# ,.................... .................... ...................... ..................... ..................... ......................... ..................... ...................... ....................... . ................... ....................... ,.,.................... ....................., ......................... ...,.....,............. .......................... ....................... .......................' ..................... ...................., ......................... .......,,,,,....... ....................... ."..""............. TYPE OF INSURANce POLICY NUMBER I' POLICY EFFECl'lVe IPOLICY EXPIRA TIO OATE (MM/DD/YY) OATE (MM/CDlYY) ALL LIMITS IN THOUSANOS AGGAEGAie OTHER THAN UMBR. FORM 0/1 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY r 031100086863 4/15/90 4/1S/9~ ........ ........................... ................................... ,......................................... ...........,.,....................... ............................-..... 500 {EACH ACeIOENT} (OISeASe.POL. LIM.) (OlSeAsE-EA. EMPL_) OTHER I DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/SPEC1AL ITEMS .1;~&..~EJR;;rrs;gog't.e.BXi1t0tiiit~~;;.11~J.E0itiliI@ilitdttBii&;;;;g~i;;1~AW~~g~]lPJ:Jf;I2iitrEig'ffi!lli&iBi15P.zi&'~i=~$%~fffW.o~~w;.~ k.~~i SHOULO ANY OF T;fl: ABOVE DESCRIBED POLICIES ge CAHCEt.t.EO SEFORE THE ~~~~ ~$~ eXPIRATION DATE THEREOF, THe ISSUING COMPANY WILt ENDEAVOR TO 1~J MAIL lODAVS WRITTEN NOTICE TO THE CERTIFICATE HOLDER HAMED TO THE ')(~->i'i :$:'W LEFT SUT FAII.UlI5 TO MAlt. SUCH NOTICE SHALL IMPOS!; HO OBlIGATIOH 011 ~~~ . ;! LIABILITY OF ANY K~NO lJPO~TH: C~~PANV, I:S AGENTS OR _~ePReSENT ATlli'eS. ~ , . 1J~~ AUTHORIZ, ,p. .S~~:t.A.~IY._E, \., \1 .?-..~ ~ '\ t'~ ~:ffi;;:\ ~ J ~ ....'<ow' ~ -.;" '. :,_, ....... ; ......;.!....: ..\ :-. "I. ""' ~"''\A r:;~W . ".. .~..,_..."'... ....J, ::~:~:2$~ti~lr8twr~~~~~~f~J.~}W1W~l1~h~~rm~~~~~~~~~r~~~~~1~~f:~t~1r~r~t~rt~~rif~it~~~;~!W~ffi?4~i~-r~t~!_~~~~&~~ CITY OF SHOREWOOD 5755 CCUN'rRY CLlre RD. SHOREWOOD, MN 55331 MAYOR Jan Haugen COUNCI L Kristi Stover Robert Gagne Barb Brancel Vern Watten . CITY OF SHOREWOOD 5755 COUNTRY CLUB ROAD . SHOREWOOD. MINNESOTA 55331 · (612) 474-3236 MEMORANDUM TO: Mayor and City Council FROM: Brad Nielsen DATE: 18 December 1990 RE: Waterford III - Revised T .I.F. and Bond Agreements FILE NO: 405 (89.03) The special meeting scheduled for Wednesday was originally intended to review the final plans for the Waterford third phase. Much has happened since then. George Sherman has informed Trivesco that he is no longer able to complete the project. Consequently, the week has been spent discussing whether Trivesco will pick up the project where Sherman left off. Trivesco has decided to go on with the project and has paid $53,000 to cover the City's expenses to-date. They have also agreed to escrow $46,000 to cover estimated City expenses until the bonds are sold. Consequently what will be discussed on Wednesday will be revisions to the T.I.F. and bond purchase agreements which delete Sherman Boosalis as the developer and include Trivesco. These agreements are attached for your review. Final plans for the p.u.d. will be reviewed in January. In order for them to agree to continue with the project they propose to reduce the scope of the improvements to be financed by T.I.F. Specifically, they agree to buy bonds to pay for the intersection, the service road in front of their site, watermain along the service road to Shady Hills, closing slip ramps as required by MNDOT, and extension of Old Market Road. What has been deleted is the watermain through the residential portion of the site and the service road upgrading east of their site. The total amount of the bonds would then be $920,000 rather than $1,150,000. If you have any questions relative to this matter please contact Larry or me. cc: Larry Whittaker Jim Norton Glenn Froberg Al Rolek Rob Daugherty Dan Lewis 3 A Residential Community on Lake Minnetonka's South Shore RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR TAX INCREMENT FINANCE DEVELOPMENT BY AND BETWEEN THE CITY OF SHOREWOOD, l-IINNESOTA, AND TRIVESCO, A MINNESOTA GENERAL PARTNERSHIP WHEREAS, the City Council of the City of Shorewood passed Resolution No. 36-90 on 23 April 1990, Designating and Establishing Development District No.1; Establishing Tax Increment Financing District No. 1 Located Within Development District No.1; and Approving and Adopting the Development District Program for Development District No. 1 Including Tax Increment Financing Plan for Tax Increment Financing District No.1; and WHEREAS, Subsection 2.06 of such Development Program provides for the City to enter into a Development Agreement for the property included in the Development District. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood as follows: 1. That the Contract attached hereto entitled, "Contract for Tax Increment Finance Development By and Between the City of Shorewood, Minnesota, and Trivesco, a Minnesota General Partnership", is hereby approved. 2. That the Mayor and City Administrator/Clerk are hereby authorized to execute said Contract on behalf of the City Council. ADOPTED BY THE CITY COUNCIL of the City of Shorewood this day of , 1990. Jan Haugen, Mayor ATTEST: Laurence E. ~vhittaker City Administrator/Clerk Roll Call Vote: Ayes - Nays - #3A CONTRACT FOR TAX INCREMENT FINANCE DEVELOPMENT BY AND BETWEEN THE CITY OF SHOREWOOD, MINNESOTA AND TRIVESCO A MINNESOTA GENERAL PARTNERSHIP 12/18/90 TABLE OF CONTENTS In troducti on ................................ a. . . . . . . . . . . . . . . . . . . . . . . . Paqe ARTICLE I ARTICLE II Section 2.1 Section 2.2 ARTICLE III Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 ARTICLE IV Section 4.1 ARTICLE V Section 5.1 Section 5.2 ARTICLE VI Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Defini tions .................................. Representations and Warranties Representation and Warranties of the City .................................. Representations and Warranties of the Developer ............................. Construction of the Project; Financing and Liens Construction Done by Developer ............... Commencement and Completion of Construction .. Construction Done by City.................... General Restrictions ......................... Notice of Default ............................ Destruction of Facilities .................... Insuran.ce .................................... Condemnation ................................. Assessment Agreement Payment of Real Property Taxes.................... Tax Increment Bonds Issuance of Tax Increment Bonds .............. Use of Tax Increments ........................ General Provisions Restrictions on Use .......................... Conflicts of Interest ........................ Provisions Not Merged with Deed .............. Titles of Articles and Sections .............. Notices and Demands .......................... Counterparts .................................. Law Governing ................................ Partial Invalidity ........................... Assignment ................................... Rights Cumulative ............................ Amendments, Changes, and Modifications ....... Signatures ............................................................ Acla1.owledgments ...................................................... CONTRACT FOR TAX INCREMENT FINANCE DEVELOPMENT THIS CONTRACT, made on and entered into as of the day of , 1990, by and between the City of Shorewood, Minnesota, a municipal corporation organized and existing under the laws of the State of Minnesota (the City), and Trivesco, a Minnesota general partnership consisting of Stein and Koppelman, Inc., Robert H. Mason Homes, Inc., and Highland Properties, Inc. (the Developer). WHEREAS, the City has all the powers of a municipal corporation under Minnesota law; and WHEREAS, as of the date of this Contract there has been prepared and approved by the City Council a Development District No. 1 and the Development Program relating thereto (which program as it may be amended, is referred to as the "Economic Development Plan"); and WHEREAS, there is included in the Economic Development Plan a Tax Increment Financing Plan (which plan as may be amended is referred to as "the Tax Increment Financing Plan"), providing for the use of tax increment financing in connection with the Economic Development Project; and WHEREAS, the prompt development of the certain area in the Economic Development Project, which is not now in productive use or in its highest and best use, the encouragement of business expansion and improvements, the maintenance of balanced commercial activities, and the securing of additional employment opportunities are some of the stated objectives of the Economic Development Plan and the Tax Increment Financing Plan; and WHEREAS, in order to achieve the objectives of the Economic Development Plan and particularly to undertake certain roadway, interchange and utility improvements in order to make the land in the Project area suitable for development by private enterprise in conformance with the Economic Development Plan and in accordance with the development stage plan approved by the Council on November 20, 1989, the City has determined to provide aid for the Economic Development Plan through tax increment financing of the Public Improvements defined herein. WHEREAS, the City believes that the construction of a development consisting of 54 twin homes and approximately 50,000 square feet of retail/office space is in the best interests of the City, and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements under which the Economic Development Plan has been undertaken and is receiving assistance. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is hereby agreed by and between the parties hereto as follows: ARTICLE I Definitions Section 1.1 Definitions. In this Contract unless a different meaning clearly appears from the context: "Articles and Sections" mentioned by number only are the respective Articles and Sections of this Agreement so numbered. "Assessor's Market Value" means the market value of the Project as determined by the Assessor for the City of Shorewood. "Bonds" means the tax increment revenue bonds to be issued by the City, the proceeds of which will be used to finance the public improvements of the Project described in Section 2.1(4). The term "Bonds" shall also include any bonds or obligations issued to refund any bonds. "Certification Date" means April 29, 1990, which is the date on which the City requested certification of original tax capacity value of Tax Increment Financing District No.1. "City" means the City of Shorewood, Minnesota. "Contract" means this Contract for Tax Increment Finance Development by and between the City and the Developer, as the same may be from time to time modified, amended or supplemented. "Council" means the City Council of Shorewood, Minnesota. "County" means the County of Hennepin, Minnesota. "Developer" means Trivesco. "Development Property" means the real property described in Exhibit 1 of this Contract. "Economic Development Plan" means the City of Shorewood Development Program for Development District No.1, originally adopted by the Council on April 23, 1990, and as amended and as it shall be amended. "Economic Development Proiect" means the City of Shorewood Development District No.1, as described in the legal description attached as Exhibit 1 hereto. "Parcel A" means Parcel A as described in the legal description attached as Exhibit 2 hereto. "Parcel B" means Parcel B as described in the legal description attached as Exhibit 2 hereto. -2- "Party" means either the Developer or the City. "Parties" means the Developer and the City. "Proiect" means the Development Property and the completed improvements and buildings. "Project Area" means the real property located within the boundaries of the Economic Development Project. "Public Improvements" includes (1) improvements to the State Highway 7 frontage road, (2) construction of the intersection of State Highway 7 and Old Market Road, (3) construction of Old Market Road, (4) installation of watermains, and (5) the closing of slip ramps onto State Highway 7. "State" means the State of Minnesota. "Tax Increment" means the tax increment generated by the Project, calculated as provided in Minn. Stat. Sections 469.174 - .179. "Tax Increment District" means the City of Shorewood Tax Increment Financing District No.1, adopted by the Council on April 23, 1990, and requested for certification on April 29, 1990. "Tax Increment Financinq Act" means the statutes located at Minn. Stat. Sections 469.174 - .179. "Tax Increment Financinq Plan" means the Tax Increment Financing Plan for the Tax Increment District. "Tax Official" means any City or County Assessor; County Auditor, City, or County or State Board of Equalization; the Commissioner of Revenue of the State; or any State or Federal District Court, the Tax Court of the State or the State Supreme Court. "Termination Date" means December 31, 1999. "Unavoidable Delays" means delays, outside the control of the Party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local government unit (other than the City) which directly result in delays, or the failure to secure City approval of the construction plans for the Project. -3- ARTICLE II Representations and Warranties Section 2.1. Representations and Warranties of the City. The City makes the following representations and warranties: (1) The City has all the powers of a statutory city under the laws of the State. The City has the power to enter into this Contract and carry out its obligations hereunder. (2) The Tax Increment District is a "tax increment financing district" within the meaning of the Tax Increment Financing Act, and was created, adopted and approved in accordance with the provisions of the Tax Increment Financing Act. (3) The Project contemplated by this Contract is in conformance with the development objectives set forth in the Economic Development Plan and Tax Increment Financing Plan, and in accordance with the development stage plan approved by the Council. (4) The City promises to use its best efforts to issue the Bonds and use the proceeds thereof to finance the Public Improvements. (5) The City has authority, but does not anticipate purchasing property within the Economic Development Project. Section 2.2 Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a general partnership under the laws of this state, has power to enter into this Contract and to perform its obligations hereunder. (2) The Developer will cause the Project to be constructed, operated and maintained in accordance with the terms of this Contract and the Amended Development Agreement of August 12, 1985, between the City and the Developer. The Developer shall also comply with all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The Developer has or will obtain, or cause to be obtained, all required permits, licenses and approvals, and has met all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (4) Neither the execution and delivery of this Contract, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Contract is prevented, limited by or conflicts with or results in a breach of, the -4- terms, conditions or prOV1S1ons of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (5) Developer agrees that City, its agents, and employees, shall not be personally liable or responsible in any manner to Developer, Developer's contractors or subcontractors, material men, laborers, or to any other person, firm, or corporation whomsoever, for any debt, claim, demand, damages, action, or causes of action of any kind or character arising out of or by reason of this Contract of the performance of the work and improvements hereunder; Developer shall save City, its agents, and employees harmless from any and all claims, damages, demands, actions, or causes of action arising therefrom and the costs, disbursements, and expenses of defending the same, except for any work performed by City. (6) The Developer will cooperate fully with the City in resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (7) The Developer would not undertake the Project without the construction of the Public Improvements by the City to be financed pursuant to this Contract. -5- ARTICLE III Construction of the Proiect: Financinq and Liens Section 3.1 Construction Done by Developer. The Developer agrees that it will construct the Project, called Waterford Phase Three, including all site improvements necessary for the construction of 54 townhomes on Parcel B and will construct at least 32,000 square feet of retail/office space on Parcel A, and all necessary public improvements associated with the Project on the Development Property excluding Public Improvements to be constructed by the City, in conformance with the Developer's plans and specifications as the same have been submitted to and approved by the City, and in accordance with the Amended Development Agreement dated August 12, 1985. Section 3.2 Commencement and Completion of Construction. Subject to unavoidable delays, the Developer shall commence construction of the Project: (a) On May 1, 1991, or (b) On such other date as the Parties shall mutually agree in writing. The Developer shall complete construction of the Project in accordance with the schedule set forth in the Planned Unit Development Agreement to be executed by the parties. The Developer agrees for itself and every successor in interest to the Development Property, or any part thereof, that the Developer, and such successors and assigns shall, in good faith, construct the Project in accordance with this Contract and during such construction, designated representatives of the City shall be allowed to enter upon the Development Property to inspect any and all such construction. Section 3.3 Construction done bv City. The City agrees to construct the "Public Improvements" defined in Section 1.1 herein. Section 3.4 General Restrictions. The Developer agrees for itself, and its successors and assigns, and every successor in interest to the Property, that the Developer and its successors and assigns shall: (a) Not discriminate on the basis of sex, color, creed, national origin, in the sale, lease or rental, or in the use or occupancy of the Property or the facilities, or any part thereof; -6- (b) Not cause the Project to be removed from the public tax rolls or to become exempt from assessment for general ad valorem real estate taxes by reason of any conveyance, lease or other action. Section 3.5 Notice of Default. Whenever the City shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in its obligations or covenants under this Contract, the City shall at the same time forward a copy of such notice or demand to each holder of any permitted mortgage, lien or other similar encumbrance at the last address of such holder shown in the records of the City. Section 3.6 Destruction of Proiect. So long as any of the Bonds are outstanding under this Contract, in the event of destruction of any portion of the Project which reduces the Assessor's Market Value of the Property below the assessor's market value determined most recently to such destruction, the following shall apply: (a) The Developer shall as soon as reasonably possible, and in any event on or before the second succeeding December 31 following such destruction, time being of the essence, repair, rebuild or replace the damage to such extent as will cause the Assessor's Market Value of the Project to equal or exceed the Assessor's Market Value thereof as finally determined most recently prior to such destruction; or (b) If such repair, rebuilding or replacement is not completed by such date, the Developer shall be liable to the City for damages in an amount equal to the difference between the Tax Increment received by the City in each subsequent year and the Tax Increment that would have been received by the City had such repair, rebuilding or replacement been completed by such date. Section 3.7 Insurance. During the term of this Contract, until the Bonds are paid in full, the Developer shall maintain (or cause to be maintained) with reputable insurance company or companies licensed to do business in Minnesota such insurance covering the Project including all buildings on Parcel A in such amounts as are customarily carried on such properties. The Developer shall annually file with the City a schedule describing all such policies in force, including the types of insurance, name of insurers, policy numbers, effective dates, terms and duration and any other information the Developer deems pertinent. Section 3.8 Condemnation. In the event of condemnation of any or all of the Project, other than by the City, which reduces the Assessor's Market Value of the completed Project below the assessor's market value determined most recently to such condemnation, the Developer shall take the action specified in Section 3.6(a); or if such actions cannot be performed, the Developer shall pay to the City, an amount of the condemnation proceeds thereof equal to the amount outstanding on the Bonds. -7- ARTICLE IV Payment of Real Property Taxes Section 4.1 Real Property Taxes. The Developer shall timely pay all real property taxes payable with respect to the Development Property and any other statutory or contractual duty which shall accrue subsequent to the date of its acquisition of title to the Development Property and prior to the sale of any portion of the property, and until the Developer's obligations have been assumed by any other person with the written consent of the City and pursuant to the provisions of this Contract. The Developer agrees that prior to the Termination Date: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project, or the Developer, or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (c) It will not seek any tax deferral or abatement, either presently or prospectively authorized under Minn. Stat. Section 270.07, or any other state or federal law, of the taxation of real property contained in the Development Property between the date of execution of this Contract and the Termination Date; and (d) Notwithstanding the prohibitions set out in paragraphs (a), (b), and (c) above, nothing in this Contract shall prohibit the Developer from seeking a reduction in the market value of real property contained in the Development Property provided such reduction does not fall below an Assessor's Market Value sufficient to pay scheduled debt service on the Bonds. -8- ARTICLE V Tax Increment Revenue Bonds Section 5.1 Issuance of Tax Increment Revenue Bonds. The City agrees to exercise its best efforts to take all steps necessary to issue the Bonds and shall exercise its best efforts to issue the Bonds at such time as shall, in the judgment of the City, be necessary and desirable to finance the construction of the public improvements described in Section 2.1 (4). Section 5.2 Use of Tax Increments. The City shall be free to use any Tax Increment received from the Tax Increment District for any purpose for which such increments may lawfully be used pursuant to the provisions of Minn. Stat. Sections 469.174 - .179, except that no tax increment received by the City shall be used for a purpose other than the payment of principal and interest on the Bonds until such time as all principal and interest of the bonds has been paid in full or a cash reserve has been established in a sufficient amount to pay all principal and interest of the Bonds is full, when due. Tax increment may be used as follows: (1) To pay principal and interest on the Bonds. (2) To finance or otherwise pay the public costs set forth in the Tax Increment Financing Plan. (3) To accumulate or maintain a reserve securing the payment when due of the principal and interest on the Bonds or other bonds to pay public costs. (4) Return the excess to the County Auditor for redistribution to the respective tax jurisdictions in proportion to their tax capacity. The City pledges and agrees to collect from the County Auditor of Hennepin County, Minnesota, the entire Tax Increment derived from the Project. For purposes of this Contract, Tax Increment is received "with respect to" a particular calendar year if the Tax Increment was generated by ad valorem real property taxes ( or taxes in lieu thereof pursuant to Minn. Stat. Section 469.176) first becoming due and payable in such calendar year, irrespective of when such Tax Increment is actually paid to the City. To the extent excess Tax Increments exceed in any year the amount necessary to pay the public costs authorized by the Development Program and Tax Increment Financing Plan, the City shall be free to use such excess Tax Increments for any purpose, consistent with any covenants made with respect to the Bonds, for which the excess Tax Increments may lawfully be used as provided in Minn. Stat. Section 469.176, Subd. 2; and the City shall have no obligations to Developer with respect to the use of such excess Tax Increments. The City may use the excess amount to: -9- (1) prepay the outstanding Bonds; (2) discharge the pledge of Tax Increments thereto; (3) pay into an escrow account dedicated to the payment of the Bonds; (4) return the excess to the County Auditor for redistribution to the respective taxing jurisdictions in proportion to their tax capacity rate. In addition, the City may choose to modify Tax Increment Financing Plan No. 1 in order to finance additional public costs of the Development District. -10- ARTICLE VI General Provisions Section 6.1 Restrictions on Use. The Developer agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that the Developer and such successors and assigns shall devote the Development Property to, and only to, and in accordance with the uses specified in the Shorewood City Code or in this Contract. Section 6.2 Conflicts of Interest. No member of the governing body or other official of the City shall have any financial interest, direct or indirect, in this Contract, the Project, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Contract which affects its personal interests or the interests of any corporation, partnership or association in which it is, directly or indirectly, interested. No member, official or employee of the City shall be personally liable to the Developer or any successors in interest, in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or on any obligations under the terms of the Contract. Section 6.3 Provisions Not Merqed With Deed. None of the prOV1Slons of this Contract shall be merged by reason of any deed transferring any interest in the Development Property, and any such deed shall not be deemed to affect or impair the provisions and covenants of this Contract. Section 6.4 Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of the Contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 6.5 Notices and Demands. Except as otherwise expressly provided in this Contract, a notice, demand or other communication under the Contract by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) In the case of the Developer, is addressed to or delivered personally to the Developer at the following address: To Trivesco: Trivesco c/o Steiner & Koppelman, Inc. Attention: Mr. Thomas Kordonowy 3610 South Highway 101 Wayzata, Minnesota 55391 -11- With Copies to: Randal Travalia Robert H. Mason Homes 14201 Excelsior Boulevard Minnetonka, Minnesota 55345 Mark Z. Jones Highland Properties 5290 Villa Way Minneapolis, Minnesota 55435 Jeremy S. Steiner Vesely, Miller & Steiner 400 Norwest Bank Building 1011 First Street South Hopkins, Minnesota 55343 (b) In the case of the City, is addressed to or delivered personally to the City at the following address: City of Shorewood 5755 Country Club Road Shorewood, Minnesota 55331 (c) Either party may upon written notice to the other party change the address to which such notices and demands are made. Section 6.6 CounterParts. This Contract is executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 6.7 Law Governinq. This Contract will be governed and construed in accordance with the laws of Minnesota. Section 6.8 Partial Invalidity. If anyone or more of the covenants, agreements or provisions of this Contract shall be determined by a court of competent jurisdiction to be invalid, the invalidity of such covenants, agreements, and provisions shall in no way affect the validity or effectiveness of the remainder of this Contract and this Contract shall continue in force to the fullest extent permitted by law. Section 6.9 Assiqnment. Neither the City nor the Developer shall have the right to assign its rights or obligations hereunder without the written consent of the other party, except that the City may assign all or any part of its rights and duties under this Contract (except its obligation to issue Bonds) to any governmental unit. Section 6.10 Riqhts Cumulative. The rights and remedies of the parties of this Contract, whether provided by law or by this Contract, shall be cumulative, and the exercise by either party of anyone or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other remedies for the same default or breach or of any of its remedies for any other default or breach of the party. Delay by a party -12- instituting or prosecuting any cause of action or claim hereunder shall not be deemed a waiver of any rights hereunder. Section 6.11 Amendments. Chanqes and Modifications. This Contract may be amended or any of its terms modified only by written amendment authorized and executed by the City and the Developer. IN WITNESS WHEREOF, the City has caused this Contract to be duly executed in its name and behalf, and the Developer has caused this Contract to be duly executed in its name and behalf, on or as of the date first above written. TRIVESCO, a Minnesota general partnership CITY OF SHOREWOOD, MINNESOTA By: By: Its Mayor Its By Robert H. Mason Homes, Inc., Its Partner And: Its Administrator/Clerk By: Its By Highland Properties, Inc., Its Partner By: Its -13- STATE OF MINNESOTA) ) ss COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 1990, by Jan Haugen and Laurence E. Whittaker, the Mayor and Administrator/Clerk, respectively, of the City of Shorewood, Minnesota, a municipal corporation and political subdivision of the State of Minnesota, on behalf of the City. Notary Public STATE OF MINNESOTA) ) ss COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 1990, by of Trivesco, a Minnesota general partnership, on behalf of the partnership. Notary Public -14- That part of Section 25 and 36, Township 117, Range 23, (platted and unplatted) in the City of Shorewood, Hennepin County, Minnesota lying witbin and bounded by the following described line: COlOlnencing at the intersect ion of the east line of said Section 25 and the centerline or State Trunk Highway No.7, thence south along the east line of said Section 25 and Section 36 (Said line also being the centerline of Vine Hill Road and the easterly boundary Of ShoreWoOd) to the southwesterly right of way line of COVington Road extended; thence northwesterly along said southwesterly right of way line extended and said SOuthwesterly rigbt of way line to the soutb right of way line of said Highway No.7; thence westerly and southwesterly along said south right of way line of Highway Uo. 7 and the Southeasterly right of way line of Radisson Road to the SOUthedsterly extension Of the . Sou thwesterl y line of Lot 24, R" d is son Inn Add i tion, aCcord ing to the record Plat thereOf; thence northWesterly along said southwesterly line and its extensions to the north right of way line of said Highway NO.7; thence northeasterly along said north right of way line to the east line of the West half of the southeast quarter of Sd id Section 25 and the Shorewood_ Deephaven boundary line; thence SOutherly along said boundary line to the centerline of S31d State Trunk Highway 110. 7; thence northeasterly along s.ld centerline to the point of beginning. . EXHIBIT 1 ~..' ~. ': j ,~ ' . i ; ~ ... .... . .. D.E~?nrPT10NOF PARCEL A . ,. That part of the Southwost Quarter of the Southeast Quarter, Section 25, Township 117, Ra:mo 23, Honnepin County, Minno;:ola lying southerly of the SOutherly right-of-way line of rrunl< Highway 7 and northerly and Wl'ster/y of the fOllowing doscribed line: , I Commoncing at the SOlIth Ql1m1er Comar of said Section 25: thence r'lorth 00 . :' ': degmes 02 mlnutt':s -18 Soconds West, assumed bearing, along the west line of ' ; said Southwest Ouartsr of 1l1e SOlJtheast (Jllwier 22G.2B feat to tho point of . beginning of said Iin<<;! to be (loscrib0(1; thenco HOlth E;4 degmes 06 minutes 00 ; seconds E~\St 75.06 fe8t; thence llortl1r.?<:ISlerly ~f37.90 feat along a tangential curve i concave to the llorlhWost, hewing a radius of 3.'30.00 feat, and a central angle of : 50 degl'e0S 00 rnlm./tes 00 seconds; thGnco South 17 degroes 3t minutes 28 ; seconds East 1'10.64 'foct; lhf;)nce SI:>L1t11 00 degrG'8S 56 minutes 33 seconds East : 40.00 feet; thonce NOltll 64 dogrees 03 minutes 27 seconds East a90.00 feet; . . thence North 25 dogroEIS 58 minutos ~13 seconds We;;t 33.00 feet; thence North ! 64 de~}recs 03 minutes 27 seconds East 230.00 f(:}et to a line 50.00 feet westerly : ot, and parallel vvllh, the r:>nsterly line of sai9 Southwest Quarter of the Soutl1ea~t . ; Quarter; thence NrJrth 00 degrl:Gs 00 rninut~s 24 seconds West, paral:ol with the .08slerly line of said SOUt/VtY8st Quartf~r of HIe Southenst Quarter, a distance of . :2H5.79 feet to ll1e southerly rigllt-of-W3Y line of said Trunl< Highway 7 and said line there terminating. OESdnlPTION OF PAHCEL B That [iart of the SOUUWlOst Quartor of tho Sculheast QUBrler, Sectkm 25, Township 117, Range 23. Hennepin Counly, ~"linn8~>(lla, lying sOLIUlerly and f3a~terly of U'le following described Iille: . I .Commencing at the South Qunrter c.ornor or said Se.-::1ion 2.5; thence North 00 . ;degrees 02 minutf~s 48 soconds VIC'lst, aSSlJlllCd bearing. ~ilong the west line of ':st:tid Southwest Quarter of the SO/jthe~st QlJclrtGr 226.28 feet to tho point of beginning of s.;.lic1 line to bSJ d(;)Gcribed; thence North 64 (/egroeJs on minutes 00 :seconcls EU2.t 75.0G fc€:t; thence nortl1easlerly 287.98 foet along a t~n!Jential curve '. . concave to lhe northwest, having a rtJ(li\J~i of 330.00 feet, Elnd a central angle of ' :50 degrees 00 minutes 00 seconds; thonC0 South 17 degfees 31 minutes 28 . soconds East 110.64 feet; thence South 00 degrees 56 minutes 33 seconds East \ .40.00 foet; thence Norlh 64 dr:grees 03 minutes 27 seconds East 890.00 feet; : .thsnce North 25 degree~l 56 minutes 33 SOconcls Vilest 33.00 fsc.H; thence North .64 degrees 03 minutes 27 soconds East ~30.00 fQol to a line 50.00 feet westerly . .or, and p3ralle/ wilh, the ea::1terly line of said Southwost Quarter or H1e SOU~heast Quarter; thence North 00 duqrees 00 Illlnutos 2.1 sfJconds VJest, par allel WIth the :. :eClsterly line of said Southwest Quarter or theSoLltheast Quarter, a clistance of .. ; ,295.79 feet to the southerly right-of.wtiy line of s,lid Trurdt Highway '1 and said line .. "thero terminating. . .....:.. _ . .....,,<. . , .' EXHIBIT 2 . . I. ; '. .- i RESOLUTION NO. RESOLUTION RESCINDING RESOLUTION APPROVING CONTRACT FOR TAX INCREMENT FINANCE DEVEMOPMENT BY AND BETWEEN THE CITY OF SHOREWOOD, MINNESOTA AND SHERMAN-BOOSALIS INTERESTS, INC. WHEREAS, the City Council of the City of Shorewood passed Resolution No. _ on 110 December 1990, approving a Contract for Tax Increment Finance Development By and Between the City of Shorewood, Minnesota and Sherman-Boosalls Interests, Inc. (the Developer); and WHEREAS, Section 2.2, paragraph (8) of such Contract provides for the Developer to, within a reasonable time, effect a closing with Trivesco, whereby Developer becomes the fee owner of the real property; and WHEREAS,' the City has been notified that the Developer has not effected such a closing with Trivesco and has indicated it has no intention of effecting such a closing in the future. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood as follows: 1. That Resolution No. , passed by the City Council on 110 December 19910 entitled "Contract for Tax Increment Finance Development By and Between the City of Shorewood, Minnesota and Sherman-Boosalls Interests, Inc. ", is hereby rescinded. ADOPTED BY THE CITY COUNCIL of the City of Shorewood this day of , 19910. Jan Haugen, Mayor ATTEST: Laurence E. Whittaker City Administrator/Clerk Roll Call Vote: A yes - Nays - *38 RESOLUTION NO. RESOLUTION APPROVING BOND PURCHASE AGREEMENT CITY OF SHOREWOOD TAX INCREMENT REVENUE BONDS - $920,000.00 WHEREAS, the City Council of the City of Shorewood passed Resolution No. 36-90 on 23 April 1990, Designating and Establishing Development District No.1; Establishing Tax Increment Financing District No. 1 Located Within Development District No.1; and Approving and Adopting the Development District Program for Development District No. 1 Including Tax Increment Financing Plan for Tax Increment Financing District No.1; and WHEREAS, Subsection 2.10 of such Development Program provides for the City to issue tax increment bonds to amortize the eligible costs of the Public Improvements included in the program. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood as follows: 1. That the Bond Purchase Agreement attached hereto entitled, "City of Shorewood Tax Increment Revenue Bonds - $920,000.00," is hereby approved. 2. That the Mayor and City Administrator/Clerk are hereby authorized to execute said Contract on behalf of the City Council. 3. That the resolution passed by the City Council on 10 December 1990 approving a Bond Purchase Agreement entitled, "City of Shorewood Tax Increment Revenue Bonds - $1,150,000.00," between the City and Trivesco is hereby rescinded. ADOPTED BY THE CITY COUNCIL of the City of Shorewood this day of , 1990. Jan Haugen, Mayor ATTEST: Laurence E. Whittaker City Administrator/Clerk Roll Call Vote: A yes - Nays - 'Jt"1&S TEL NO.612-938-7670 Dee 18,90 16:57 No.004 P.02 VESl!:l...V, l\1ILLER & STt<;INER PROFESSIONAL ASSOCIATION ATTO/{t\EYS AT LAW JER RE A. MILLER JEREMY S. STEINJ:.R WYNN CURTISS 612-938.7635 FAX 612-938-7670 400 NORWEST BANK BUIlDING 1011 FIRST STREET soUTH 1IOPKINS. MlNNESOT A 553.13 JOSEPH C. vESELY (1905-1989) Oecember 18, 1990 Glenn Froberg Attorney at Law 17736 Excelsior Boulevard Minnetonka, Minnesota 55345 BY FACSIMILE Re; Waterford 3rd Addition Tax Increment Project Dear Glenn: We are transmitting with this letter a blacklined copy of the revised Bond Purchase Agreement between Trivesco and the City of Shorewood. This Agreement has been revised to incorporate the changes that the Trivesco partners and the City staff discussed during their meetings last week. In reviewinq the revised Bond purchase Agreement, you will note that I need to have the City supply me with the reduced figures for Public Improvement construction costs, engineering and contingency to inserted in Section 2. Schedule B, the Bond RepaYment Schedule, must also be revised by springsted to reflect the reduced amount of bonded indebtedness. Schedule C has been deleted because the requirement that Sherman-Boosalis develope the project on a specific build-out schedule has been eliminated from the Bond Purchase Agreement. Please review the revised Bond Purchase Agreement and contact me with your comments as soon as possible. As you know, this .matter is scheduled to be heard by the City Council at 5:00 p.m. tomorrow. The revised Bond purchase Agreement has not yet been reviewed by the Trivesco partners and is, therefore, subject to their comments. Very truly yours, Jeremy s. Steiner cc: Trivesco Partners - By Facsimile Laurence Whittaker, City of Shorewood - By Facsimile Thomas Underwood, Esq. - By Facsimile JSS;njj Enclosure $920,000.00 City o~ Shorewood Tax Increment Revenue Bonds (waterford 3rd Addition Public Improvements project) BOND. PURCHASE AGREEMENT City of Shorewood 5755 Country Club Road Shorewood, Minnesota 55331 December ____, 1990 Gentlemen; Trivesco, a Minnesota general partnership ("Trivesco"), hereby offers to purchase, upon the terms and conditions hereinafter specified, up to S920.000.0Q aggregate principal amount of city of Shorewood Tax Increment Revenue Bonds (Waterford 3rd Addition Public Improvements Project) (the "Bonds") to be issued by the City of Shorewood (the "City"). By your acceptance of this Agreement, you will agree to issue the Bonds, upon the terms and conditions specified in this Agreement, and this document shall constitute our Bond Purchase Agreement. 1. Purchase, Sale and Delivery of Bonds. Trivesco agrees to purchase, and the City agrees to issue and sell to Trivesco, the total principal amount of the Bonds at par value a purchase price not to exceed ~t20,~g9'~' The Bonds will not constitute a general obligation of tne C ty and will not be backed by the full faith and credit or taxing powers of the city. The Bonds will be payable solely from the tax increments from the City's ~ax Increment Financing District No. 1 (nTIF District In) which is legally described in Schedule A to this Agreement and which has been preliminarily platted as Waterford, 3rd Addition. The Bonds will bear interest at the rate of ten percent (10%) per annum.A Interest will accrue from the date of issuance of the Bonds but will not be payable until tax increment is available at which time the increment will be used to first repay accrued interest with the balance being' applied to the scheduled principal and interest payments. principal and interest on the Bonds will be payable at the times and in the amounts specified in Schedule B to this Agreement. All tax increments from TIF District 1 will be pledged to repayment of the Bonds. The City agrees not to use or retain tax increments from TIF District 1 for any other purpose until such time as all principal and interest of the Bonds has been paid in full or a cash reserve has been established in a sufficient amount to pay all principal and interest of the Bonds in full, when due. Any available tax increments remaining after payment of semiannual principal, interest and reasonable Bond. administration expenses shall be used to prepay Bond principal, provided that such prepayment shall be in amounts equal. to Bond denominations. Payment for the Bonds shall be made by Trivesco in immediately Vt.1?<S TEL No.612-938-7670 Dee 18.90 16:57 No.004 P.04 and the City shall deliver the Bonds to Trivesco at of the City on the date the City accepts and enters necessary for the construction of the (the "Public Improvements") as defined ~n 2. Use of Bond Proceeds, Ad1ustment of Bond Amount. The city agrees that the proceeds of the Bonds will be used to pay for construction of the Public Improvements which were previously to be financed by the sale of the City's General Obligation Bonds. An itemization of the amounts to be paid from the proceeds of the Bonds is as follows: Public Improvements construction costs: Administration: Additional Administrative Costs; Engineering: Bond issuance: Contingency: Subtotal: $ 53,000.00 15,000.00 16,000.00 Net Revenue Bond amount: ~1,136.f000.OO 216,000.00 i 920,000. O,p Minus: state aid funds: Interest will accrue from the date of issuance of the Bonds which shall be. the Closing Date but will not be payable until tax increment is available at which time the increment will be used to first repay accrued interest with the balance being applied to the scheduled principal and interest payments. If the actual aggregate of the Public Improvements and the other fees and cost~ v s less t an 20 000.00 the original principal amount of the Bon s will be re uce accor ingly. upon completion of construction of the Public Improvements, all excess Bond proceeds, whether for contingency items or other "hard costll or I' soft cost II i terns will be repaid to the Holder of the Bonds as a principal reduction payment on the Bonds. 1l.J... Conditions of Tri vesco r S Obliqations topur~hase Bonds. Trivesco's obligation to purchase and pay for the Bonds is subject to and contingent upon the following conditions which are for the sole benefit of Trivesco: . -2- VM<S.:;) 1\ ~ b. - ~. I~L NO.blL-~j~-(b70 uee 1~,9U Ib:~( NO.UU4 ~.U~ contemporaneously with the purchase of the Bonds by Trivesco, the Ci~y shall let contrafts for construction of all of the Public Improvements,~provided the proceeds received by the City from the sale of the Bonds are sufficie~t to pay for the cost of construction of the . Public Improvements. Delivery to Trivesco and the City of ~n opinion of bond counsel acceptable, to Trivesco and the City, in form and, substance satisfactory to Trivesco, that the interest on . the Bonds is exempt from state and federal income taxation. In addition, this opinion shall cover such other related matters as Trivesco shall reasonably require. As of the Closing Date, the City shall have performed all of its obligations and satisfied all of the con~itions to be performed or satisfied under this Agreement. approval of the plat of terms and conditions plat shall have been The City shall have given final Waterford 3rd Addition upon acceptable to Trivesco and said recorded by Trivesco. e.The City and Trivesco shall have entered into a1PUD - 1 I i'b Deve oper's Agreement upon terms and condit ons accepta le to Trivesco. 1\ " ~ On or before the Closing Date, the City and Trivesco shall' execute final bond documentation conforming to this Agreement and containing such terms, covenants, conditions and representations as Trivesco and its attorneys shall reasonably request to, among other things, establish the tax exempt status and legality of the Bonds. Trivesco shall execute a Disclosure Statement whereby it attests that it is buying the Bonds with full knowledge of the conditions and risks attached thereto. This Disclosure ,Statement shall apply to all original and future purchasers of the Bonds. d. - ..i.;. Conditions of City's Obligation' to Issue Bonds. The City's obligation' to issue the Bonds is subject to and contingent -3- ---~.,._., __~,^_,_"~~.",_""._..,c_...............~,......,...",.',_..__.._,.,..._...,~----"._....,".- VM&S upon City: TEL No.612-938-7670 Dee 18.90 16:57 No.004 P.06 the following Cbnditions which are for the sole benefit of the a. and the City of an opinion of bond Trivesco and the City, in form and to Trivesco, that the interest on state and federal income shall be e .1-n eres b. As of the Closing Date, Trivesco shall have performed all of its obligations and satisfied all of the conditions to be performed or satisfied under this Agreement. c. and Trivesc~ shall have entered into a Contract Increment . Finance Development and a PUD Agreement upon terms and conditions acceptable J\ As of. the Closing Date, there shall be no default in the performance of any of the terms, covenants and conditions of any agreement between the City and iriaes~o~regarding the development and financing of Water or, r Addition including the. Contract for Tax Increment Finance Development and the PUD Developer's Agreement. The City for Tax Developer's. to Trivesco. d. e. On or before the Closing Date, the City and Trivesco shall execute final. bond documentation conforming to this Agreement and containing such terms, covenants, conditions and representations as Trivesco and its attorneys shall reasonably request to,among other things, establish the tax exempt status and legality of the Sonds. Trivesco shall execute a Disclosure Statement whereby it attests that it is buying the Bonds with full knowledge of the conditions and risks attached thereto. ~ Notices and Governinq Law. All communications hereunder shall be in writing and, except as otherwise provided, shall be delivered at, or mailed by first class United States Mail to, the following addresses: To Tri vesco: . Trivesco c/o Steiner & Koppelman, Inc. Attention: Mr. Thomas KordonowY 3610 South Highway 101 Wayzata, Minnesota 55391 . .. -4- VM&S TEL No.612-938-7670 Dee 18,90 16:57 No.004 P.07 With copies to: Randal '1'ravalia Robert H. Mason Homes 14201 Excelsior Boulevard Minnetonka, Minnesota 55345 " Mark Z. Jones Highland Properties 5290 Villa Way Minneapolis, Minnesota 55436 Jeremy S. Steiner Vesely, Miller & Steiner 400 Norwest Bank Building 1011 First Street South Hopkins, Minnesota 55343 To City: City of Shorewood Attention: Laurence E. Whittaker, City Administrator 5755 Country Club Road Shorewood, Minnesota 55331 With a copy to: Glenn Froberg Attorney at Law 17736 Excelsior Boulevard Minnetonka, Minnesota 55345 This Agreement shall be, governed by and construed in accordance with the laws of the State of Minnesota. ~ Parties in Interest.' This Agreement shall be binding upon and shall inure to the benefit of Trivesco and the City and their respective partners, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. This Agreement is intended solely for the benefit of Trivesco and the City and no third party shall have any rights or interest in any provision of this Agreement or the proceeds of the Bonds. ~ Counterparts. 'number of counterparts. ~ ComJ?lete Agreement. This Agreement is the complete agreement between the parties with respect. to, the issuance and purchase of the Bonds and may not be changed, modified, amended or terminated orally, but only by a writing signed by the parties hereto. This Agreement may be executed in any -5- V~&S TEL No.612-938-7670 Dee 18.90 16:57 No.004 P.08 .2. Further Assurances. The City will at any time and from time to time upon written request of Trivesco execute and deliver such further documents as Trivesco may reasonably require in order to effactuate more fully the purposes of this Agreement. Trivesco, a Minnesota general partnership By Steiner & Koppelman, Inc., Its Partne~ By Its By Robert H. Mason Homes, Inc., Its Partner By Its -6- By Highland properties, Inc., Its Partner By Its Confirmed and accepted as of the date first above written. CITY OF SHOREWOOD By Mayor (Seal) And By City Administrator/Clerk -7- , ' SCHEDULE A . . " LEGAL DESCRIPTION: .' That part of the Southwest Quarter of the Southeast Quarter, Section 25. ' Township 117. Range 23, lying South of a line extending from a point on the West ~ line of said Southwest'Quarter of the Southeast Quarter dista~t 591.42 feet North from the Southwest corner of said Southwest Quarter of the Southeast Qu~rter to a point on the East line of said Southwest Quarter of the Southeast Quarter distant 1236.14 feet North from the Southeast corner of said Southwest Quarter of the Southeast Quarter, according to the Government survey thereof, Hennepin county, Minnesota. .