HRA Agenda Pkt 11-14-16
HOPKINS HRA SPECIAL MEETING
November 14, 2016
7 p.m.
I. CALL TO ORDER
II. CONSENT AGENDA
1. ITEM 2016-13 Adopt HRA Meeting Calendar for 2017
2. ITEM 2016-14 Amended and restated parking lot improvement
agreement
3. ITEM 2016-15 Third amendment to purchase and development
agreement—Mokabaka, LLC
Recommendation: approve consent agenda
Board Action: ________________________________________
III.ADJOURNMENT
Board Action: ________________________________________
CUMMINGS
CAMPBELL
GADD
HALVERSON
KUZNIA
MORNSON
ELVERUM
November
S M T W T F S
1 2 3 4 5
6 7 8 9 10 11 12
13 14 15 16 17 18 19
20 21 22 23 24 25 26
27 28 29 30
December
S M T W T F S
1 2 3
4 5 6 7 8 9 10
11 12 13 14 15 16 17
18 19 20 21 22 23 24 25 26 27 28 29 30 31
November 9, 2016 HRA Report 2016-13
HRA 2017 MEETING CALENDAR
Proposed Action
Staff recommends approval of the following motion: adopt the Hopkins City Council
2017 Meeting Calendar as approved by the Hopkins City Council on October 4, 2016, as
the HRA Meeting Calendar for 2017.
Overview
The City Council, at their October 4 meeting, approved a meeting calendar for the
upcoming year. The purpose of this calendar is to make adjustments based on known
conflicts. The calendar also identifies specific meeting dates for the HRA. The board is
now being requested to take official action adopting this calendar.
Supporting Document
• Hopkins City Council 2017 Meeting Calendar
____________________________
Kersten Elverum
Planning & Development Director
2017 City Council Schedule
Sunday January 1 2017 New Year's Day Holiday
Monday January 2 2017 New Year's Day Holiday City Hall Closed
Tuesday January 3 2017 HRA Meeting 7:00 PM
Tuesday January 3 2017 City Council Meeting 7:05 PM
Tuesday January 10 2017 City Council Work Session 6:30 PM
Friday January 13 2017 GOAL SETTING 9:00 - 4:00 PM
Monday January 16 2017 Martin Luther King Day City Hall Closed
Tuesday January 17 2017 City Council Meeting 7:00 PM
Monday January 23 2017 Park Board – Council Chambers 6:30 PM
Tuesday January 24 2017 Zoning & Planning Commission 6:30 PM
Thursday January 26 2017 STATE OF THE CITY 5:00 PM
Tuesday February 7 2017 HRA Meeting 7:00 PM
Tuesday February 7 2017 City Council Meeting 7:05 PM
Tuesday February 14 2017 City Council Work Session 6:30 PM
Monday February 20 2017 President's Day City Hall Closed
Tuesday February 21 2017 City Council Meeting 7:00 PM
Monday February 27 2017 Park Board – Council Chambers 6:30 PM
Tuesday February 28 2017 Zoning & Planning Commission 6:30 PM
Tuesday March 7 2017 HRA Meeting 7:00 PM
Tuesday March 7 2017 City Council Meeting 7:05 PM
Tuesday March 14 2017 City Council Work Session 6:30 PM
Monday March 20 2017 Park Board - Council Chambers 6:30 PM
Tuesday March 21 2017 City Council Meeting 7:00 PM
Tuesday March 28 2017 Zoning & Planning Commission 6:30 PM
Tuesday April 4 2017 HRA Meeting 7:00 PM
Tuesday April 4 2017 City Council Meeting 7:05 PM
Tuesday April 11 2017 City Council Work Session 6:30 PM
Monday April 17 2017 Park Board - Council Chambers 6:30 PM
Tuesday April 18 2017 City Council Meeting 7:00 PM
Tuesday April 25 2017 Zoning & Planning Commission 6:30 PM
Tuesday May 2 2017 HRA Meeting 7:00 PM
Tuesday May 2 2017 City Council Meeting 7:05 PM
Tuesday May 9 2017 City Council Work Session 6:30 PM
Monday May 15 2017 Park Board - Council Chambers 6:30 PM
Tuesday May 16 2017 City Council Meeting 7:00 PM
Tuesday May 23 2017 Zoning & Planning Commission 6:30 PM
Monday May 29 2017 Memorial Day City Hall Closed
Tuesday June 6 2017 HRA Meeting 7:00 PM
Tuesday June 6 2017 City Council Meeting 7:05 PM
Monday June 12 2017 City Council Work Session 6:30 PM
Monday June 19 2017 Park Board - Council Chambers 6:30 PM
Tuesday June 20 2017 City Council Meeting 7:00 PM
Tuesday June 27 2017 Zoning & Planning Commission 6:30 PM
Tuesday July 4 2017 Independence Day Holiday City Hall Closed
Tuesday July 11 2017 HRA Meeting 7:00 PM
Tuesday July 11 2017 City Council Meeting 7:05 PM
Monday July 17 2017 Park Board - Council Chambers 6:30 PM
Tuesday July 18 2017 City Council Work Session 7:05 PM
Tuesday July 25 2017 Zoning & Planning Commission 6:30 PM
Monday July 31 2017 City Council Meeting 7:05 PM
Tuesday August 1 2017 NATIONAL NIGHT OUT
Tuesday August 8 2017 City Council Work Session 6:30 PM
Monday August 14 2017 Park Board - Council Chambers 6:30 PM
Tuesday August 15 2017 City Council Meeting 7:00 PM
Tuesday August 22 2017 Zoning & Planning Commission 6:30 PM
Monday September 4 2017 Labor Day City Hall Closed
Tuesday September 5 2017 HRA Meeting 7:00 PM
Tuesday September 5 2017 City Council Meeting 7:05 PM
Tuesday September 12 2017 City Council Work Session 6:30 PM
Monday September 18 2017 Park Board - Council Chambers 6:30 PM
Tuesday September 19 2017 City Council Meeting 7:00 PM
Tuesday September 26 2017 Zoning & Planning Commission 6:30 PM
Tuesday October 3 2017 HRA Meeting 7:00 PM
Tuesday October 3 2017 City Council Meeting 7:05 PM
Tuesday October 10 2017 City Council Work Session 6:30 PM
Monday October 16 2017 Park Board - Council Chambers 6:30 PM
Tuesday October 17 2017 City Council Meeting 7:00 PM
Tuesday October 24 2017 Zoning & Planning Commission 6:30 PM
Monday November 6 2017 HRA Meeting 7:00 PM
Monday November 6 2017 City Council Meeting 7:05 PM
Tuesday November 7 2017 Election Day General
Friday November 10 2017 Veteran's Day "Holiday" observed City Hall Closed
Saturday November 11 2017 Veteran's Day "Holiday"
Monday November 13 2017 City Council Meeting 6:15 PM
Monday November 13 2017 City Council Work Session 6:30 PM
Monday November 20 2017 Park Board - Council Chambers 6:30 PM
Tuesday November 21 2017 City Council Meeting 7:00 PM
Thursday November 23 2017 Thanksgiving Day City Hall Closed
Friday November 24 2017 Thanksgiving Friday City Hall Closed
Tuesday November 28 2017 Zoning & Planning Commission 6:30 PM
Tuesday December 5 2017 HRA Meeting 7:00 PM
Tuesday December 5 2017 City Council Meeting 7:05 PM
Tuesday December 12 2017 City Council Work Session 6:30 PM
Monday December 18 2017 Park Board - Council Chambers 6:30 PM
Tuesday December 19 2017 City Council Meeting 7:00 PM
Monday December 25 2017 Christmas Day City Hall Closed
Tuesday December 26 2017 Zoning & Planning Commission 6:30 PM
November 9, 2016 HRA Report 2016-14
AMENDED AND RESTATED PARKING LOT IMPROVEMENT AGREEMENT
Proposed Action
Staff recommends adoption of the following motion: Move to approve the Amended and Restated
Parking Lot Improvement Agreement among the Hopkins HRA, the City of Hopkins and the George
R. Wolff Post No. 425, Veterans of Foreign Wars of the United States (VFW).
With this motion, it is understood that minor modifications can be made to the agreement that do not
affect the overall intent.
Overview
As part of the Shady Oak Road reconstruction project, the City of Hopkins received Community
Works funds to help offset the parking lost to the road project and create redevelopment
opportunities. One of the eligible activities under the grant agreement with Hennepin County is to
improve private parking lots.
Through the agreement, the VFW agreed to contribute a portion of the easement settlement under
the road project, totaling $96,000. Those funds were to be combined with Community Works funds to
fund the following improvements:
o Necessary water drainage structures.
o A modular block retaining wall (with a fence on top of it) on the west side of the existing
parking to support additional parking.
o Four light standards.
o Curb and gutter around the perimeter of the parking lot.
o New parking lot base and asphalt.
o Striping that meets all applicable city codes regarding minimum number of handicap
accessible stalls.
The project is now complete at a total cost of $254,100, but over the course of the project changes
were made to how the money was distributed and how the work was administered. The amended
agreement recognizes those changes.
Primary Issues to Consider
The major changes to the agreement include a change in project administration from the City of
Minnetonka to the City of Hopkins, and an acknowledgement that Hennepin County held back road
payment funds instead of releasing them to the VFW to be deposited with the City.
Supporting Documents
• Amended and Restated Parking Lot Improvement Agreement
___________________________
Kersten Elverum
Director of Planning & Development
Financial Impact: $____0____Budgeted: Y/N ____ Source: ____________
Related Documents (CIP, ERP, etc.): __________________________________
Notes: ___________________________________________________________
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AMENDED AND RESTATED
PARKING LOT IMPROVEMENT AGREEMENT
This Amended and Restated Parking Lot Improvement Agreement (the “Restated Agreement”) is
made and entered into by and between the Hopkins Housing and Redevelopment Authority, a
body corporate and politic under the laws of the state of Minnesota (the “HRA”), the city of
Hopkins, a municipal corporation under the laws of the state of Minnesota (the “City”), and the
George R. Wolff Post No. 425, Veterans of Foreign Wars of the United States, a Minnesota non-
profit corporation (“Post 425”).
RECITALS
WHEREAS, the parties hereto entered into an agreement dated October 4th, 2013 (the “Prior
Agreement”), a copy of which is attached hereto as Exhibit A; and
WHEREAS, the Prior Agreement identified various roles and responsibilities of the parties with
respect to certain infrastructure improvements; and
WHEREAS, the parties’ roles under the Prior Agreement have significantly changed to the
extent that the parties hereby wish to enter into this Restated Agreement for the purpose of
amending and restating their agreement; and
WHEREAS, the parties desire to supersede the Prior Agreement with respect to certain duties
and obligations contained therein.
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of
which is expressly acknowledged herein, the parties hereto agree as follows:
1. Property. Post 425 is the fee owner of real property which is located at 100 Shady Oak Road,
Hopkins, Minnesota, and which is legally described in Exhibit B, attached hereto (the
“Property”).
2. Project Scope. In accordance with a road project, Hennepin County acquired certain right of
way near the Property. By separate agreement, Hennepin County agreed to pay Post 425
$233,200.00 for various easements over the Property. Based on various responsibilities to be
undertaken by the HRA under the Prior Agreement, Post 425 agreed to expend $96,000.00 for
improvements to parking lot improvements located on the Property.
3. Cooperative Agreement. The HRA had previously entered into a cooperative agreement with
the city of Minnetonka (“Minnetonka”), the Hennepin county housing and redevelopment
authority (“HCHRA”), the city of Hopkins (the “City”), and the Minnetonka economic
development authority (the “Minnetonka EDA”) (collectively the “Cooperative Agreement”).
Such Cooperative Agreement was dated November 16th, 2012.
488775v2 AMB HP145-9 2
4. Project Management. Whereas the Prior Agreement stated that Minnetonka would be the
project manager, the parties have agreed that the City of Hopkins will act as the project manager,
and has so acted since the project began. Therefore, the City of Hopkins shall undertake all
responsibilities, as reasonably practicable, as were assigned to Minnetonka under the Prior
Agreement.
5. Parking Improvements. All of the parking improvements, including timelines and
contingencies, contained in the Prior Agreement, shall be conducted by the City of Hopkins as
the project manager. To the extent possible, the City of Hopkins shall abide by the contract
terms set out in the Prior Agreement.
6. Payment. The Prior Agreement contemplated a lump-sum payment from Hennepin County to
Post 425 of $233,000, which amount represents a full and complete payment of the amounts due
under the Prior Agreement. However, Hennepin County has retained $96,000 from that amount,
which amount represents such amount as shall be used for the parking improvements. To receive
payment, the City must complete the necessary work, and then apply to Hennepin County for
reimbursement.
7. Grant of License. Post 425, in the Prior Agreement, granted to Minnetonka a license to use
the parking area delineated therein for purposes of constructing the parking improvements. By
executing this Restated Agreement, Post 425 grants to the City the same license, in all respects,
as that granted within the Prior Agreement.
8. Applicability of Prior Agreement. The parties hereto agree that the intent of this Restated
Agreement is to modify various critical terms related to the parking lot improvements. Because
of that, certain items contained in the Prior Agreement have been specifically amended herein.
However, where possible, the Prior Agreement shall remain in force and effect, with the changes
noted herein, specifically the change of responsibility with respect to project management
activities and payment. The parties further agree to give full effect, where reasonably possible,
to the terms and spirit of the Prior Agreement. Finally, where two provisions directly conflict
between the Prior Agreement and this Restated Agreement, this Restated Agreement shall
prevail.
9. Duty to Participate. Given the nature of the change in funding for the parking lot
improvements, whereby the City is required to complete the work and then seek reimbursement
from Hennepin County, Post 425 hereby expressly agrees that it will take any reasonable and
necessary steps to assist the City in securing such reimbursements. Should Post 425 fail to take
such reasonable and necessary steps, and the City is not reimbursed, Post 425 agrees to repay
those non-reimbursed amounts to the City.
[Remainder of Page Intentionally Left Blank]
488775v2 AMB HP145-9 3
IN WITNESS WHEREOF, this Restated Agreement has been executed by the parties hereto as
of the date set forth above.
HOPKINS HOUSING AND REDEVELOPMENT AUTHORITY
By: ____________________________
Its: ____________________________
By: ____________________________
Its: ____________________________
CITY OF HOPKINS
By: _____________________________
Molly Cummings
Its: Mayor
By: ______________________________
Michael J. Mornson
Its: City Manager
GEORGE R. WOLFF POST NO. 425,
VETERANS OF FOREIGN WARS
OF THE UNITED STATES
By: ____________________________
Its: ____________________________
By: ____________________________
Its: ____________________________
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EXHIBIT A
PRIOR AGREEMENT
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EXHIBIT B
LEGAL DESCRIPTION OF PROPERTY
[Insert Legal Description of Property]
November 9, 2016 HRA Report 2016-15
THIRD AMENDMENT TO
PURCHASE AND DEVELOPMENT AGREEMENT – MOKABAKA, LLC
Proposed Action
Staff recommends adoption of the following motion: Move to approve Third Amendment to Purchase
and Development Agreement between Mokabaka, LLC and the Hopkins Housing & Redevelopment
Authority.
With this motion the amendment will be drafted and executed.
Overview
In November 2013, SSI Properties, acting on behalf of Mokabaka, LLC, and the Hopkins Housing &
Redevelopment Authority (HRA), entered into a Purchase and Development Agreement stating the
terms and conditions for acquisition of the former Leaman Liquor/Nelson’s Meats and Syndicate
Sales properties and the redevelopment thereof. The agreement stated that Mokabaka, LLC, was to
commence construction on a new building no later than December 1, 2013, and substantially
complete construction, including the demolition of the Syndicate Sales building, within 18 months.
Mokabaka, LLC, began construction of the new building within the time identified, but was unable to
complete construction within the original18-month period. Wet weather conditions, poor soils, and
contractor delays on both the Shady Oak Road and the redevelopment projects were all factors, and
as a result, the HRA approved an extension of the date for completion of construction to May 31,
2016. The work was again unable to be completed by that deadline, now complicated by the
schedule of Syndicate Sales and their inability to renovate the building they are to move into while
tending to their business. The Council approved a 6-month extension, to November 30, 2016.
At this time, Syndicate Sales has moved out of the property that is to be demolished and that work
has been scheduled, but site work including any needed environmental remediation will not be
completed by November 30. Staff is recommending an extension to June 30, 2017, to allow for
completion of the parking lot improvements.
Primary Issues to Consider
This amendment will allow additional time to complete the project and is viewed as the last
amendment necessary to complete the work.
Supporting Documents
• Third Amendment to Purchase and Development Agreement – Mokabaka, LLC
___________________________
Kersten Elverum
Director of Planning & Development
Financial Impact: $____0____Budgeted: Y/N ____ Source: _______________________
Related Documents (CIP, ERP, etc.): __________________________________________
Notes ___________________________________________________________________
1
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THIRD AMENDMENT TO PURCHASE AND
DEVELOPMENT AGREEMENT
This Third Amendment to Purchase and Development Agreement (this "Third Amendment")
is made and executed this ______ day of November, 2016, by Mokabaka LLC, a limited liability
company under the laws of the State of Minnesota ("Redeveloper"), and the Housing and
Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic, under
the laws of Minnesota ("Authority").
RECITALS
A. On November 04, 2013, Redeveloper and the Authority entered into a Purchase and
Development Agreement (the "Development Agreement") stating the terms and conditions for
acquisition of the Redevelopment Property (as defined in the Development Agreement) and the
redevelopment thereof by the Redeveloper in accordance with the terms and conditions of the
Development Agreement. The Redevelopment Property is legally described in Exhibit A
attached hereto and is referred to in the Development Agreement and this Third Amendment as the
"Redevelopment Property". The Development Agreement was filed for record on November 27,
2013, as Hennepin County Registrar of Titles Document No. T5135961.
B. Section 4.3 of the Development Agreement states that Redeveloper is to
commence construction of the Minimum Improvements (as defined in the Development
Agreement) within sixty days after conveyance of the Redevelopment Property to the
Redeveloper and complete construction of the Minimum Improvements within one year after
commencement of construction. Redeveloper timely commenced construction of the Minimum
Improvements, but did not complete construction thereof within one year of commencement of
construction. As such, the Redeveloper requested and the Authority approved an Amendment to
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Purchase and Development Agreement (the “Amendment”) dated the 29th day of October, 2014, and
filed for record on _________________, 2014, as Hennepin County Registrar of Titles Document
No. ______________. Subsequent to such Amendment, the Redeveloper has requested that the
Authority approve extension of the date for completion of construction of the Minimum
Improvements to November 30, 2016. The Authority approved that extension on the condition that
Redeveloper execute a second amendment (the “Second Amendment”) and record the same as
servitude upon the title to the Redevelopment Property. Subsequent to the Second Amendment, the
Redeveloper has requested that the Authority approve a third amendment extending the date for
completion to June 30, 2017 (the “Third Amendment”). The Authority desires to approve this
Third Amendment on the condition that the Redeveloper execute the same and record the same as a
servitude upon the title to the Redevelopment Property.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated in
and made a part of this Third Amendment, Redeveloper and the Authority agree the Development
Agreement is amended as follows:
1. Defined Terms. All words and phrases defined in the Development Agreement
shall, when used in this Third Amendment, have the same meanings stated in the Development
Agreement unless the context clearly requires a different meaning. All references to the
"Development Agreement" shall mean and refer to the Development Agreement, the
Amendment and this Third Amendment, collectively.
2. Third Amendment of Section 4.3 of Development Agreement. This Section 4.3
of the Development Agreement, as modified by the prior Amendments, is modified to state that the
Redeveloper shall complete construction of the Minimum Improvements no later than June 30, 2017.
3
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3. Guaranty Agreement. Reference is made to that certain Guaranty Agreement
dated November 22, 2013, executed by the Redeveloper in favor of the Authority ("Guaranty
Agreement") guaranteeing the performance by SSI Properties, Inc., a California corporation
("SSI") of all of the Obligations (as defined in the Guaranty Agreement) of SSI under the
Development Agreement. By a Quitclaim Deed dated May 21, 2014, SSI transferred fee title to the
Redevelopment Property to Redeveloper. By acceptance of that Quitclaim Deed, Redeveloper
rescinded the assignment of its rights under the Development Agreement to SSI and assumed sole
responsibility for the performance of all obligations of the Redeveloper under the
Development Agreement. Redeveloper acknowledges and agrees that the Development Agreement,
as modified by the Amendment, is reaffirmed and remains in full force and effect pursuant to its
original terms and conditions, as modified by this Third Amendment, and confirms and agrees that
the Redeveloper is solely and primarily responsible for performance of all obligations of the
Redeveloper thereunder. Therefore, the Guaranty Agreement shall be of no further force or effect
from and after the date of the Amendment.
4. Integration. This Third Amendment is incorporated in and made a part of
the Development Agreement and the prior Amendments in their entireties. The Development
Agreement and the Amendment shall remain in effect in all of their terms, covenants and conditions
as modified by this Third Amendment.
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IN WITNESS WHEREOF, Redeveloper and the Authority have executed this Third
Amendment effective as of the date and year first above written.
MOKABAKA LLC
By: _________________________________
Dan Dorholt
Its: Chief Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ______ day of November,
2016, by Dan Dorholt, the General Manager of Mokabaka LLC, a limited liability company
under the laws of the State of Minnesota, on behalf of the limited liability company.
_______________________________________
Notary Public
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HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
CITY OF HOPKINS, MINNESOTA.
By: _________________________________
Its: Chair
By: _________________________________
Its: Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ______ day of November,
2016, by Molly Cummings and Michael J. Mornson, the Chair and the Executive Director of the
Housing and Redevelopment Authority in and For the City of Hopkins, a public body politic and
corporate under the laws of the State of Minnesota.
________________________________________
Notary Public
THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered (SJR) 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 (612) 337-9300
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MORTGAGEE'S CONSENT
___________________ , a ______________________, the mortgagee named in that
certain Mortgage dated ____________, 2013, which was recorded __________
___________________ , 2013, at Hennepin County as Hennepin County Registrar
of Titles Document No. ____________, hereby consents to the foregoing Third
Amendment to Purchase and Development Agreement and agrees that said Mortgage shall be
subject and subordinate to said Third Amendment to Purchase and Development Agreement.
____________________________
By: _______________________
Its: _______________________
STATE OF MINNESOTA )
) ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ______ day of
November, 2016 , by ______________________, the
____________________________ of _____________________, under the laws of
the _______________________, on behalf of the ___________________.
______________________________
Notary Public
A-1
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EXHIBIT A
LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY
Lot 1, Block 1, Dorholt Addition, Hennepin County, Minnesota