HomeMy WebLinkAbout2009 08-31 City Council Special Meeting Packet (2)AGENDA
MAPLEWOOD CITY COUNCIL
SPECIAL MEETING
5:00 P.M. Monday, August 31, 2009
Council Chambers, City Hall
A. CALL TO ORDER
B. ROLL CALL
C. APPROVAL OF AGENDA
D. UNFINISHED BUSINESS
1. Requesting Approval Of The Following Three Agreements For The Regent
Senior Housing Project (One motion is required for all three):
a. Assignment and Assumption of Rights and Obligations,
b. Third Amendment to Development Agreement Relating to the Legacy
Village Project City of Maplewood, Minnesota and Crown Bank;
c. Release of Obligations Under Master Development Agreement
E. NEW BUSINESS
1. Set Special Meeting Date for the Purpose of Canvassing the September 15,
2009 Primary Election Results for September 17, 2009 at 5:00 p.m.
F. ADJOURNMENT
THIS PAGE IS INTENTIONALLY LEFT BLAND
Agenda Item D1
MEMORANDUM
TO: Jim Antonen, City Manager
FROM: Tom Ekstrand, Senior Planner and DuWayne Konewko, Community
Development and Parks Director
SUBJECT: Release of Obligation under the Master Development Agreement for
The Regent at Legacy Village
DATE: August 26, 2009
INTRODUCTION
The site of the approved The Regent at Legacy Village senior housing development has gone
into foreclosure and it is now owned by Crown Bank. The property has been purchased from
the Bank by a successor developer, Mr. Michael J. Pint. City staff has been working with Dan
Cole and Jenny Boulton, of Briggs and Morgan, who were instrumental in setting up the original
funding method for Legacy Village and for outlining the responsibilities for the payment of
assessments for the various Legacy Village parcels.
Staff and Mr. Cale have been working with Mr. Pint and Crown Bank to make sure that the
terms of the original Master Development agreement would be satisfied with some
modifications. Please refer to the attached letter from Mr. Cole which outlines the
responsibilities for the development based on negotiations with Mr. Pint and Crown Bank.
Requests
Staff is requesting that the city council consider the following:
a. Assignment and Assumption of Rights and Obligations;
b. Third Amendment to Development Agreement Relating to the Legacy Village Project City of
Maplewood, Minnesota and Crown Bank;
c. Release of Obligations Under Master Development Agreement
Please refer to the attached documents.
On September 10, 2007, the city council approved a planned unit development (PUD) revision
and the design plans for The Regent to increase the number of units from 120 to 150. The
resulting unit breakdown is 80 independent- living units, 40 assisted - living units, 15 intensive -
care suites and 15 memory -care suites.
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The Regent was approved to be a four -story building on the west side of the Sculpture Park at
Legacy Village. It would have an exterior of brick, stone -look block and Hardi -board siding.
DISCUSSION
As provided by Mr. Cale, taking these actions would accomplish the following:
• Stipulate that the Crown Bank assumes the obligations of the Master Developer
under the Development Agreement.
• Show that Legacy acknowledges that the City Note is cancelled.
• Require that the parties enter into a "Successor Developer' agreement.
• Require that the unpaid taxes, assessments, penalties and interest for the years
2006 to 2009 on the Regent Parcel must be paid in full now which amount totals
$205,492.51 as of August 2009.
• Although, PAC charges for the Regent Parcel would be $243,360.00, because of
the special circumstances involved, the city would accept the amount of
$200,000.00 for PAC charges. This amount must be paid in full now. This would
be an agreement only as to the Regent Parcel and the PAC charges on the other
two remaining parcels would be paid as per ordinance and the Development
Agreement. The proposal of Regent to pay $80,309.00 for PAC charges is not
acceptable, is not supported by the ordinance and would not be recommended to
Council. We assume that the Bank and Regent might need to renegotiate their
transaction somewhat to resolve that issue.
• The city would waive any claim from either the Bank or Regent for the past due
amount of $8,535.91.
• Upon Regent providing evidence of construction financing and pulling a building
permit, the City would pay the remaining special assessments on the Regent
Parcel in the amount of $201,052.97 assuming this can be done prior to October
15, 2009.
• The City's cost and fees, including attorney's fees in connection with this
transaction, must be paid prior to the City paying off the special assessments.
RECOMMENDATION
The city council should approve the following:
1. Assignment and Assumption of Rights and Obligations.
2. Third Amendment to Development Agreement Relating to the Legacy Village Project City of
Maplewood, Minnesota and Crown Bank.
3. Release of Obligations Under Master Development Agreement.
2
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These approvals are subject to the following conditions:
• Stipulate that the Crown Bank assumes the obligations of the Master Developer
under the Development Agreement.
• Show that Legacy acknowledges that the City Note is cancelled.
• Require that the parties enter into a "Successor Developer" agreement.
• Require that the unpaid taxes, assessments, penalties and interest for the years
2006 to 2009 on the Regent Parcel must be paid in full now which amount totals
$205,492.51 as of August 2009.
• Pay the PAC charge of $200,000.00 prior to closing.
• The city would waive any claim from either the Bank or Regent for the past due
amount of $8,535.91.
• Upon Regent providing evidence of construction financing and pulling a building
permit, the City would pay the remaining special assessments on the Regent
Parcel in the amount of $201,052.97 assuming this can be done prior to October
15, 2009.
• The City's cost and fees, including attorney's fees in connection with this
transaction, must be paid prior to the City paying off the special assessments.
p:sec3 \legacy village \regent senior housing release of obligation 8 09 to
Attachments:
1. Location Map
2. Legacy Village Vacant Lot Inventory
3. Letter from Dan Cole, of Briggs and Morgan, dated August 21, 2009
4. Assignment and Assumption of Rights and Obligations
5. Third Amendment to Development Agreement Relating to the Legacy Village Project
6. Release of Obligations Under Master Development Agreement
3
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Attachment 1
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'Ell
Attachment 2
4
COUNTY ROAD D
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REMAINING LEGACY VILLAGE
SITES FOR DEVELOPMENT
1. TOWN HOMES AND OFFICE SITE
2. RETAIL SHOPS
3. CORPORATE OFFICE SITE
4. THE REGENT SENIOR'S APARTMENTS
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I
Attachment 3
August 21, 2009
VIA EMAIL
Jeffrey L. Watson
Moss & Barnett, P.A.
4800 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4129
Sherrill R. Oman, Esq.
Fredrikson & Byron
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402-1425
Re: City of Maplewood/Legacy
Client-Matter No. 4762.153
Dear Jeff, Kevin, and Sherry:
Kevin M. Busch
Moss & Barnett, P.A.
4800 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4129
Daniel J. Cole, Jr.
612.977.8286
dcole@briggs.com
This is in response to various telephone conferences over the last week and in response to
a letter from Michael J. Pint to DuWayne Konewko dated August 19, 2009.
As you know, the City is interested in getting a "global" agreement with Crown Bank on
a going forward basis. That agreement would include the Regent parcel. In our letter of August
13, 2009 and the attachments thereto, we attempted to set forth the current situation and outline
what the City wanted in terms of an agreement.
We have now heard from each of you and/or your clients in one way or another, in
particular about the Regent transaction, which is close to being consummated and the City Staff
has discussed the various proposals with this office and with the City's regular city attorney and
the Staff is willing to recommend to Council the following:
a. The Bank assumes the obligations of Master Developer under the Development
Agreement.
b. Legacy acknowledges that the City Note is cancelled.
C. The parties sArill enter into a "Successor Developer" agreement.
d. The unpaid taxes, assessments, penalties and interest for the years 2006 — 2009 on
the Regent Parcel must be paid in full now which amount totals $205,492.51 as of August 2009.
Briggs and Morgan, Professional Association
2394356vl Minneapolis I St.Paul I www.briggs.com
Member -LO.).�. U,ndi0 :G,IbbaI Association of Independent Law Firms
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BRIGGS AND. MORGAN
Jeffrey L. Watson
Kevin M. Busch
Sherrill R. Oman, Esq.
August 21, 2009
Page 2
As an aside we presume that if delinquent amounts on this and the other parcels are not paid soon
such parcels will go "tax forfeit,"
e. Although under the relevant City ordinance, PAC charges for the Regent Parcel
would be $243,360.00, because of the special circumstances involved, the City would accept the
amount of $200,000 for PAC charges. This amount must be paid in full now, This would be an
agreement only as to the Regent Parcel and the PAC charges on the other two remaining parcels
would be paid as per the ordinance. The proposal of Regent to pay $80,309.00 for PAC charges
is not acceptable, is not supported by the ordinance and would not be recommended to Council.
We assume that the Bank and Regent might need to renegotiate their transaction somewhat to
resolve this issue.
f. The City would waive any claim from either the Bank or Regent for the past due
amount of $8,535.91.
9. Upon Regent providing evidence of construction financing and pulling a building
permit, the City would pay the remaining special assessments on the Regent Parcel in the amount
of $201,052.97 assuming this can be done prior to October 15, 2009.
h. The City's cost and fees, including attorneys fees in connection with this
transaction, must be paid prior to the City paying off the special assessments. We have already
spent a considerable amount of time on this matter and those costs will only increase the longer
we negotiate this.
The City is very interested in moving forward, however, it is governed by its ordinances,
practices, and procedures and there is only so much leeway, In addition, the Staff needs to
present a proposal to the City Council which is likely to be approved. What we set forth above is
the City's Staffs bottom line on this transaction. So if you want to move forward on this basis,
please let us know so we can get the paperwork pulled together quickly.
Thank you.
DJC/sk1
cc: DuWayne Konewko
Jenny Boulton
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Attachment 4
ASSIGNMENT AND ASSUMPTION OF RIGHTS
AND OBLIGATIONS
This instrument drafted by:
Briggs and Morgan, Professional Association (JSB)
2200 First National Bank Building
Saint Paul, Minnesota 55101
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The Parties:
(a) Legacy Holdings -MW, LLC, a Minnesota limited liability company, the Master
Developer under a Development Agreement Relating to the Legacy Village Project, City of
Maplewood, Minnesota with the City of Maplewood, Minnesota ( "City "), dated September 8,
2003, recorded November 21, 2003 as Document No. 3744070 in the Office of the Ramsey
County Recorder and recorded November 21, 2003 as Document No. 1791278 in the Office of
the Ramsey County Registrar of Titles, as amended by First Amendment to Development
Agreement with an effective date of February 9, 2004, filed of record March 9, 2004, as
Document No. 3735436, and as amended by a Second Amendment to Development Agreement
with an effective date of April 26, 2004 (the "Development Agreement "), is hereinafter referred
to as Assignor.
(b) Crown Bank, a Minnesota banking corporation, is hereinafter referred to as
Assignee.
2. Date:
(a) This Assignment and Assumption of Rights and Obligations (the "Assignment ")
is dated and shall be effective on August 31, 2009.
3. Recitals:
(a) Assignor is the beneficiary of a promise by the City pursuant to the Development
Agreement and the Note as defined therein (the "Note ") to pay the Developer certain amounts as
provided therein.
(b) There are three parcels of real property which remain subject to the Development
Agreement and Assignee has become the owner of such parcels as a result of mortgage
foreclosure.
(c) Assignor desires to assign all of its rights, duties, obligations and responsibilities
under the Development Agreement that exist as of the date hereof to Assignee and Assignee is
willing to accept such rights, duties, obligations and responsibilities.
NOW THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
4. Assignment of Development Agreement: Assignor hereby assigns, transfers and
quitclaims all rights, duties, obligations and responsibilities under the Development Agreement
that exist as of the date hereof to Assignee, subject to the terms of this Assignment. Assignee
hereby accepts such rights and assumes such duties, obligations and responsibilities, subject to
the terms of this Assignment.
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5. Covenants of Assignor: Assignor warrants:
(a) Assignor is the owner of the Developer's interest in the Development Agreement
assigned by this instrument and all of the rights which the Development Agreement purport to
create, with full right to convey the same.
(b) The Development Agreement is now unencumbered, valid, and in full force and
effect in accordance with its terms.
(c) Assignor is in default under the terms, conditions or covenants of the
Development Agreement but assuming the City and Assignee enter into an amendment to the
Development Agreement such default will be waived by the City.
(d) Assignor shall deliver the Note to the City for cancellation simultaneously with
the execution of this Assignment but, in any event, the Note is cancelled and not of any force or
effect.
6. Covenants of Assignee:
(a) As a condition of the assignment herein, Assignee hereby expressly assumes the
obligations of Assignor under the Development Agreement that exist as of the date hereof.
(b) Assignee hereby expressly subordinates its rights under this Assignment to the
rights of City under the Development Agreement, and further expressly agrees to take no action
in derogation of any other rights of City under the Development Agreement.
(c) Assignee acknowledges that it may not re- assign the Developer's rights under the
Development Agreement without the express prior written consent of City or as provided in the
Development Agreement.
(d) Assignee acknowledges that Assignor has delivered the Note to the City for
cancellation simultaneously with the execution of this Assignment, that such Note is cancelled
and that Assignee shall have no rights to any payment under the Note.
(e) The Assignee certifies that it has the qualifications and financial responsibility
necessary and adequate to fulfill the obligations undertaken in the Development Agreement by
the Developer.
(f) Assignee hereby agrees to indemnify and hold City harmless from all claims by
third parties arising from and after the date of this Assignment, in connection with this
Assignment or Assignee's actions under the Development Agreement.
7. Assignee Default: In the event Assignee defaults under the terms and obligations of the
Development Agreement assigned hereunder and does not cure the default in accordance with
the terms of the Development Agreement, Assignee acknowledges that City has the right pursue
any remedies against the Assignee as provided in the Development Agreement without any
notice to and without seeking any remedy from the Assignor.
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8. Governing Law: It is agreed that this Assignment shall be governed by, construed and
enforced in accordance with the laws of the State of Minnesota.
9. Attorneys Fees: In the event that any action is filed in relation to this Assignment, the
unsuccessful party in the action shall pay to the successful party, in addition to all the sums that
either party may be called on to pay, a reasonable sum for the successful party's attorneys' fees.
10. Partial Invalidity: The invalidity of any portion of this Assignment will not and shall
not be deemed to affect the validity of any other provision. In the event that any provision of this
Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed
to be in full force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
11. Entirety of Agreement: This Assignment shall constitute the entire agreement between
the parties and any prior understanding or representation of any kind preceding the date of this
Assignment shall not be binding upon either party except to the extent incorporated in this
Agreement.
12. Modification: Any modification of this Agreement or additional obligation assumed by
either party in connection with this Assignment shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
13. Paragraph Headings: The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of the provisions of this Agreement.
14. Execution in Counterparts: This Agreement may be executed, acknowledged and
delivered in any number of counterparts and each of such counterparts shall constitute an original
but all of which together shall constitute one agreement.
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IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed on
in its name and on its behalf.
ASSIGNOR:
LEGACY HOLDINGS -MW, LLC,
a Minnesota limited liability company
By
Its
STATE OF MINNESOTA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 2009, by , the , of
Legacy Holdings -MW, LLC, a Minnesota limited liability company, on behalf of said limited
liability company.
Notary Public
[Notarial Stamp]
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ASSIGNEE:
CROWN BANK,
a Minnesota banking corporation
By
Its
STATE OF MINNESOTA
COUNTY OF
) SS
The foregoing instrument was acknowledged before me this day of
, 2009, by , the
of Crown Bank, a Minnesota banking corporation, on behalf of said corporation.
Notary Public
[Notarial Stamp]
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CONSENT AND ACKNOWLEDGMENT OF THE
CITY OF MAPLEWOOD, MINNESOTA
The City of Maplewood, Minnesota, by its undersigned designated representatives,
hereby expressly consents to the assignment of the Development Agreement to Crown Bank
pursuant to the foregoing Assignment and Assumption of Rights and Obligations. The City
acknowledges that Assignor has delivered the Note to the City for cancellation simultaneously
with the execution of this Assignment.
STATE OF MINNESOTA
COUNTY OF
) SS
CITY OF MAPLEWOOD, MINNESOTA
By
Mayor
By
Clerk
The foregoing instrument was acknowledged before me this day of ,
2009, by , the Mayor, and , the Clerk,
of the City of Maplewood, Minnesota, a Minnesota municipal corporation, on behalf of said
City.
[Notarial Stamp]
Notary Public
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Attachment 5
THIRD AMENDMENT
IN
DEVELOPMENT AGREEMENT
RELATING TO THE LEGACY VILLAGE PROJECT
CITY OF MAPLEWOOD, MINNESOTA
AND
CROWN BANK
Effective Date: August 31, 2009
This document drafted by:
Briggs and Morgan, P.A. (DJQ
W2200 Second National Bank Bldg.
332 Minnesota Street
St. Paul, MN 55101
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THIRD AMENDMENT TO
DEVELOPMENT AGREEMENT
THIS THIRD AMENDMENT TO DEVELOPMENT AGREEMENT ( "Third
Amendment ") is made and entered into as of this 31st day of August, 2009, by and between the
CITY OF MAPLEWOOD, MINNESOTA, a Minnesota municipal corporation ( "City ") and
CROWN BANK, a Minnesota banking corporation (the "Master Developer ").
I RECITALS
1.1 The Effective Date of the Third Amendment is August 31, 2009.
L2 The City and Legacy Holdings -MW, LLC, a Minnesota limited liability
company, (the "Former Developer ") have heretofore entered into a Development Agreement
dated as of September 8, 2003 recorded November 21, 2003 as Document No. 3704070 in the
Ramsey County Recorder's office and recorded November 21, 2003 as Document No. 1791278
in the Registrar of Titles, Ramsey County, which was subsequently amended by a First
Amendment to Development Agreement dated as of February 9, 2004 and by a Second
Amendment to Development Agreement dated as of April 26, 2004 (the "Development
Agreement ");
1.3 The Parties to this Third Amendment are the CITY and the MASTER
DEVELOPER as successor in interest to the Former Developer under the Development
Agreement pursuant to an Assignment and Assumption of Rights and Obligations (the
"Assignment ") dated as of August 31, 2009, between the Master Developer and the Former
Developer.
1.4 Any defined terms in the Development Agreement will have the same meaning as
in this Third Amendment unless stated otherwise.
1.5 There are three parcels of real property which remain subject to the Development
Agreement:
• Lot 1 Block 1 (PID# 03.29.2212.0025) Part of Phase 3;
• Lot I, Block 3 (PID# 03.29.22.11.0008) Phase 4; and
• Lot 3, Block 2 (PID# 03.29.22.11.0005) Phase 6A.
(the "Remaining Parcels ") and the Master Developer has become the owner of the Remaining
Parcels as a result of a mortgage foreclosure.
1.6 The Master Developer has acquired the Remaining Parcels subject to delinquent
unpaid real estate taxes, installments of special assessments penalties and interest and the current
balance of unpaid special assessments in the amounts set forth in columns 5 and 6 of Exhibit A.
1.7 The Master Developer is required to pay park dedication fees pursuant to City
ordinances and the Development Agreement.
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L8 After discussion, the Parties have determined that the Development Agreement
should be amended to read as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
Parties hereto, each of them does hereby covenant and agree with the other as follows:
II AGREEMENT
2.1 The Master Developer acknowledges that the Former Developer has delivered the
Note to the City for cancellation and that the Master Developer shall have no rights to any
payment under the Note. The City's obligations under the Note are terminated and of no further
force and effect. All references to the Note in the Development Agreement are null and void.
2.2 Section 2.2(e) of the Development Agreement is amended and restated as follows:
"(e) Concurrent with the issuance of a building permit for any improvements in
any Phase, a Successor Developer must pay to the City a park dedication fee
calculated pursuant to City Code Chapter 26, Article III Chapter 3 provided
however such fee will be calculated based on a value of $8.00 per square foot for
all real property in Phases 2, 6A, 6B and 7. As a result of the foregoing:
• the park dedication fee to be paid with respect to Phase 3, i.e. Lot 1
Block 1 (PID# 03.29.22.12.0025) is $330,710 based on an
assumption of a 2 acre commercial fee of $75,000 and a 91
townhome fee of $255,710, or, as to Phase 3 only, such amount as
determined in accordance with City Code Chapter 26, Article III
Chapter 3 as in effect at the time a building permit for Phase 3 is
issued.
• because of (i) the state of the economy in 2009, the bankruptcy of
the Former Developer, (ii) the passage of time from the original
execution of the Development Agreement, (iii) the reduction of the
City's share of special assessments as a result of payment by the
Former Developer in the ordinary course and (iv) the payment of
delinquent and unpaid real estate taxes, and installments of special
assessments penalties and interest on the Remaining Parcels by the
Master Developer, the City agrees to accept a park dedication fee
with respect to Phase 4, i.e. Lot 1, Block 3 (PID9
03.29.22.11.0008) of $200,000. Such amount represents a
reduction of the $243,360.00 fee calculated in accordance with
City Code Chapter 26, Article III Chapter 3 as in effect on the date
hereof. The Master Developer acknowledges this reduction is due
to special circumstances and the City will not make any similar
adjustment to the park dedication fees due with respect to the other
Remaining Parcels."
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• the park dedication fee to be paid with respect to Phase 6A, i.e. Lot
3, Block 2 (PID# 03.29.22.11.0005) is $75,000 .
2.3 Section 6.2(e) of the Development Agreement is amended and restated as follows:
"(e) In connection with any Phase of the Project on the Remaining Parcels,
upon submission to the City of evidence of financing for each such Phase and the
issuance of a building permit for the Improvements on such Phase, the City will
pay the Master Developer from Abatement Bond proceeds, at the closing of the
financing for the construction of Improvements on such Phase, the lesser of (i) the
amount set forth in column 6 of Exhibit A or (ii) the amount currently due to pay
off the special assessments on such Phase as of October 15 of the year in which a
building permit for the Improvements on such Phase is issued. The City will not
pay any portion of unpaid real estate taxes, installments of special assessments
penalties or interest and any interest or penalties that accrue as a result of a late
payment which amounts shall be the responsibility of Master Developer or a
Successor Developer. Master Developer or a Successor Developer shall
simultaneously pay the remaining amount of such assessments and apply the sums
it receives from the City to prepay the pending or levied special assessments
related to such Phase so as to cause the assessments against such Phase to be paid
off in full."
2.4 The Master Developer shall pay, or cause a Successor Developer to pay, the
City's cost and fees, including attorneys fees in connection with this Third Amendment, any
future amendment to the Development Agreement and any agreement with any future Successor
Developer. Such amounts shall be paid prior to the City making any payment of special
assessments pursuant to Section 6.2(e).
2.5 The Master Developer shall pay, or cause a Successor Developer to pay, unpaid
real estate taxes, installments of special assessments penalties and interest in the amounts (as
currently set forth in column 5 of Exhibit A as increased by the passage of time) with respect to
the Remaining Parcels prior to the City making any payment of special assessments pursuant to
Section 6.2(e) as to Phase 4, i.e. Lot 1, Block 3 (PID# 03.29.22.11.0008) and, with respect to the
other Remaining Parcels, on or before the earlier of (i) October 15, 2009 or the date the Master
Developer conveys the applicable Remaining Parcel to a Successor Developer. Such Exhibit A
supplements, updates and replaces Exhibit F to the Development Agreement.
2.6 The City hereby waives payment of past due expenses owed by the Former
Developer which were incurred by the City in connection with previous amendments to the
Development Agreement and agreements with Successor Developers in the amount of $8,535.91
and the City will not seek payment of such amount from the Master Developer or any future
Successor Developer.
2.7 Unless specifically amended herein, the Development Agreement remains in full
force and effect.
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Dated:
STATE OF MINNESOTA
COUNTY OF RAMSEY
}: ss
CITY OF MAPLEWOOD, MINNESOTA, a
Minnesota municipal corporation.
By:
Its Mayor
By:
Its City Clerk
The foregoing instrument was acknowledged before me this
, 2009, by , the Mayor and
City Clerk of the City of Maplewood, Minnesota on behalf of said City.
day of
_ the
Notary Public
[Separate Signature Page to Third Arnendinent Development Agreement]
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Dated: CROWN BANK, a Minnesota banking corporation
By:
Its
By:
Its
STATE OF MINNESOTA }
): ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2009, by , the and
, the of Crown Bank, a Minnesota
banking corporation on behalf of said company.
Notary Public
[Separate Signature Page to Third Amendment to Development Agreement]
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Exhibit A
City of Maplewood / Legacy Holdings, Inc.
Delinquent and Unpaid Real Estate Taxes and Installments of Special Assessments
1
2
3
4
5
b
Legal
PIN No.
Proposed Use
Original
Delinquent and
Amount
Description,
as per
Assessments
Unpaid Real
Required to
Legacy
Development
as per
Estate Taxes,
pay off
Village of
Agreement
Development
and Installments
balance of
Maplewood
Agreement
of Special
Unpaid
Assessments,
Special
Penalty &
Assessments
Interest
prior to
Installments
October 15,
2006 -2009
2009
As of Aug 31,
2009
Lot 1 Block 1
03.29.2212.0025
Rental
$1,241,742
802,226.20
804,211.85
Townhomes
(Vest of
Kennard
Lot 1, Block
03.29.22.11.0008
Senior
$310,435
205,492.51
201,05297
3
Assisted
Livin
Lot 3, Block
03.29.22.11.0005
Retail/
$248,348
240,686.16
159,807.88
2
Commercial
Totals $1,800,525 $1,248,404.87 $1,165,072.70
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111'1 -
CITY OF MAPLEWOOD
RAMSEY COUNTY, MINNESOTA
RELEASE OF OBLIGATIONS UNDER
MASTER DEVELOPMENT AGREEMENT
(Regent Senior Housing)
L Recital.
1.1 The Effective Date of this Agreement is August 31, 2009.
1.2 The Parties to this Agreement are City of Maplewood, Minnesota, a Minnesota
statutory city ( "City "), Crown Bank, a banking corporation under the laws of the State of
Minnesota, as assignee, successor in interest to Legacy Holdings -MW LLC, a Minnesota limited
liability company ( "Master Developer ") based on an Assignment and Assumption of Rights and
Obligations as of , 2009 ( "Assignment ") and Regent at Maplewood, LLC, a
Minnesota limited liability company ( "Successor Developer ").
1.3 City and Master Developer are parties to a Master Development Agreement with
an effective date of September 8, 2003, recorded November 21, 2003 as Document No. 3704070
in the Office of the Ramsey County Recorder and recorded November 21, 2003 as Document
No. 1791278 in the Office of the Ramsey County Registrar of Titles, as amended by First
Amendment to Development Agreement with an effective date of February 9, 2004, filed of
record March 9, 2004, as Document No. 3735436, and as amended by a Second Amendment to
Development Agreement with an effective date of April 26, 2004 and by a Third Amendment to
Development Agreement with an effective date of August 31, 2009 ( "Master Development
Agreement ").
1.4 Various real estate parcels are subject to the Master Development Agreement and
Successor Developer has entered into an Agreement with Master Developer to purchase one of
the parcels subject to the Master Development Agreement for the purpose of developing
residential senior /assisted living housing (the "Regent Senior Development "). Such parcel is
legally described as:
Lot 1, Block 3, LEGACY VILLAGE AT MAPLEWOOD, Ramsey
County, Minnesota, according to the recorded plat (the "Subject Parcel ").
1.5 In connection with the acquisition of the Subject Parcel, Successor Developer has
requested that the Subject Parcel and the Successor Developer be released from the terms and
conditions of the Master Developer Agreement pursuant to Section 9.2(c) of the Master
Development Agreement and Master Developer has requested to be released from the terms and
conditions of the Master Development Agreement as to the Subject Parcel pursuant to Section
9.3 of the Master Development Agreement.
1.6 City has approved the Subject Parcel for use consistent with the Regent Senior
Development and on that basis, City is willing to release both the Successor Developer and
Master Developer from the terms and conditions of the Master Development Agreement so long
as:
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(a) Master Developer pays the amount of $205,492.51 for real estate taxes
installments of special assessments together with penalty and interest due and payable in
connection with the Subject Parcel.
(b) Master Developer pays all costs and fees of the City in connection with
the Assignment, the Third Amendment to the Master Development Agreement and this
transaction with the Successor Developer.
(c) Master Developer acknowledges its continuing obligations as to other
parcels that remain subject to Master Development Agreement.
1.7 At such time as City receives written evidence of construction financing for the
project and Successor Developer has paid for and received a building permit for the Subject
Parcel, City will pay the amount of $201,052.97 which is the current amount of the unpaid
special assessments levied against the Subject Parcel exclusive of amounts of installments of
special assessments already transferred to taxes.
THEREFORE, IT IS AGREED AS FOLLOWS:
II. Agreement.
2.1 Given Successor Developer's proposed Regent Senior Development as set forth
above and all payments are made as set forth above, City agrees that:
(a) The Subject Parcel is released from the Master Development Agreement
and therefore the Master Development Agreement no longer encumbers the Subject
Parcel.
(b) Successor Developer has no liability or obligations under the Master
Development Agreement; provided however, this Agreement does not release the
Successor Developer from its obligations to timely pay City fees and charges due in the
ordinary course of development and building construction.
(c) City will pay the outstanding special assessments with respect to the
Subject Parcel.
(d) There are no other special assessments levied or pending against the
Subject Parcel.
2.2 Successor Developer will commence and complete the Regent Senior
Development as approved by the City.
2.3 City acknowledges receipt from Developer of payment of park dedication fees in
the sum of $200,000, which satisfies in full the obligation of the Successor Developer to pay
park dedication fees for the Subject Parcel under Section 2.2(e) of the Master Development
Agreement.
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2.4 From and after the effective date set forth above, Master Developer is released
from its obligations under the Master Development Agreement as to the Subject Parcel subject to
the following:
(a) Master Developer will comply with the terms of Section 6.2 of the Master
Development Agreement in connection with the payment of special assessments
attributable to the remaining parcels; and
(b) Master Developer remains liable under the Master Development
Agreement as to all other parcels subject to the Master Development Agreement that are
not released hereby or previously released.
2.5 All notices require or permitted under this Agreement shall be in writing and shall
be deemed to have been duly given or served if delivered, in person or deposited in the United
States mail, postage prepaid, for mailing by certified or registered mail, return receipt requested
or of telegram, by prepaid telegram, telex, FAX or telecopier, and addressed, to a party to this
Agreement, to the address set forth herein:
If to Master Developer: Crown Bank
6600 France Ave. So.
Suite 125
Edina, MN 55435
Att: Allan Doering, Senior Vice President
Phone: 952.285.5800
Fax: 952.285.5900
Email: adoering @Crown- Bank.com
If to Successor Developer: Regent at Maplewood
c/o Nichols Financial Services Company
5215 Edina Industrial Blvd.
Suite 200
Edina, MN 55439
Attention: Michael J. Pint
Phone: 612.751.2277
Fax: 612288.9715
Email: michaeljpint @comcast.net
If to City: City of Maplewood
Attn: DuWayne Konewco
1830 East County Road B
Maplewood, MN 55109
Phone: (651) 249 -2000
Fax. No.: (651) 748 -3096
Email: DuWayne .Konewko @ci.maplewood.mn.us
This document drafted by:
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Briggs and Morgan, P.A. (DJC)
W2200 First National Bank Bldg.
332 Minnesota Street
St. Paul, MN 55101
(Remainder ofPage Intentionally Left Blank)
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CITY OF MAPLEWOOD, MINNESOTA, a
Minnesota statutory city.
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
Its:
IN
By:
Its:
The foregoing instrument was acknowledged before me this day of August, 2009, by
, the and , the of
the City of Maplewood, Minnesota on behalf of said City.
Notary Public
[Separate Signature Page to Release of Obligations Under Master Development Agreement]
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MASTER DEVELOPER:
CROWN BANK, a Minnesota banking
corporation
By:
Its:
STATE OF MINNESOTA
COUNTY OF
ss
The foregoing instrument was acknowledged before me this day of August, 2009, by
, the of Crown Bank, a Minnesota banking
corporation on behalf of said corporation.
Notary Public
[Separate Signature Page to Release of Obligations tinder Master Development Agreement]
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SUCCESSOR DEVELOPER:
REGENT AT MAPLEWOOD, LLC, a
Minnesota limited liability company
By:
Its: Manager
STATE OF MINNESOTA }
) ss
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of August, 2009, by
Michael J. Pint, the Manager of Regent at Maplewood, LLC, a Minnesota limited liability
company, on behalf of said company.
Notary Public
[Separate Signature Page to Release Q, f Obligations Linder Master Development Agreement]
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CHICAGO TITLE INSUPANCE COMPANY
r; S Ph -25913 J
RISH CORREtTtON
612-573 259 "
Sent* 4/29,(2009 Need SY ASAP PID- Oa-29-22-11-0008
File NO.* CW219278
Address: LEGACY PARKWAY 1-0901.10t I Block 3, Legacy Village
j,r=V4D A�iqg�i�ENT�S
mr� �*
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. ......... ..
Type of Year Your 1 Original jWn j;,Certified
1 Interest
Assess t -Began s 1 Arnount6,# Dvi Amount
........ . ..
Hioures Good Until
- yeWr ---Y l - Y -- ear' T ---- nal . ...
Type of Inrest
Origil Balance ,Certified .. ...
Amount Due Amount
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GARYINEL-SON
. ....
...
APR i 3 0 2009....
651-248-5602
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