Agreement w Bankers Realty GroupK
AGREEMENT
AGREEMENT made this day of December, 1983, by and bet-
ween the City of Hopkins, Minnesota, a municipal corporation
"Hopkins City Center Development Corporation of Hopkins, a
Minnesota not for profit corporation "CCDC and Bankers Realty
Group, Inc. a Minnesota corporation "BRG
WHEREAS, Hopkins and CCDC are desirous of encouraging and
promoting the commercial and residential development of a par-
ticular land area within the municipal boundaries of the City of
Hopkins, and
WHEREAS, BRG is in the business of coordinating and imple-
menting development plans as a part of its commercial real estate
services, and is desirous of performing such services for Hopkins
and CCDC, and
WHEREAS, the parties have agreed upon the scope of services
and compensation arrangement under which BRG will undertake to
perform such services,
NOW THEREFORE, it is agreed between the parties hereto as
follows:
I. Site to be Developed
The property subject to this agreement is generally
located between Excelsior Avenue on the North, 7th Avenue South
on the East, 8th Avenue South on the West, and The Plaza apart-
ments on the South. The specific parcels to be included will be
legally described in Exhibit A attached hereto which may be
amended from time to time by the parties hereto.
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11.133
II. Development Concept
Based upon preliminary findings, subject to modifica-
tion based upon feasiblity studies, market analysis and cost and
financing considerations, BRG proposes to coordinate the
following development on the site:
1. Approximately 120 hotel rooms.
2. 40,000 to 50,000 square feet of office space.
3. 20,000 to 30,000 square feet of retail space.
4. Approximately 80 to 100 condominium units.
5. An extensive food and beverage operation to accomo-
date the hotel as well as the outside market place.
III. Services to be Provided by BRG
BRG will perform the following services in its role as
development coordinator of the site:
A. Assemblage. Coordinating and enlisting the par-
ticipation of the landowners in connection with development
of the development concept. This includes working with the
landowners and their representatives in the creation of the
necessary legal entitites and contractual arrangements
involved in the "assemblage" of the land into a development
parcel. BRG will present the final development site
assemblage to Hopkins for approval as part of the Final
Development Plan.
B. Forming Development Team. BRG will determine the
role in the development that each of the landowners wish to
play, will bring other developer owners to the site as
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needed, will coordinate all developer owners and assist and
advise in the selection of architects, engineers, planners,
contractors, legal counsel and other consultants as
necessary. BRG will present the development team to Hopkins
for its review and approval.
C. Assisting the Development Team. BRG will work with
the development team in regard to feasibility, market
factors, prospective tenant requirements, lender and
financing considerations.
D. Financing. BRG will assist the developers in obtaining
debt and equity financing for the project and will consult
with the developers with respect to lender requirements, pre-
ferred legal structuring, special financing programs and
development of financing proposal packages.
E. Marketing and Leasing. BRG will assist in devel-
oping marketing and leasing programs and will coordinate the
selection of individuals or firms to perform such functions
as necessary.
F. Construction. BRG will assist the developers in the
selection of a general contractor, negotiation of construc-
tion contracts and development of a construction timetable.
G. Reports and Accountability. BRG will report
periodically in writing to Hopkins and CCDC on its efforts
and progress and will furnish such interim reports as may be
requested by Hopkins and CCDC. It will make available for
review copies of all correspondence and contractual
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arrangements, and it will appear upon invitation for
discussion of the project with Hopkins and CCDC.
H. Development Agreement. BRG will provide a draft
Development Agreement for execution by Hopkins and all par-
ticipating owner developers. BRG will assist in the nego-
tiation of the terms of such agreement with the understanding
that such an agreement will be executed before construction
begins.
IV. Information and Assistance Provided by Hopkins
In order for BRG to effectively perform its tasks as
outlined above it must have access to the necessary information
held by Hopkins and assistance with certain aspects of the
project. Hopkins will designate a contact person on the Hopkins
staff who will work with BRG obtain information and assist BRG
relating to the following:
A. Taxes and assessments on the parcel.
B. Projected taxes and assessments.
C. Utilities in place and capacity available.
D. Fire protection available.
E. Zoning, Comprehensive Plan and other land use
information.
F. Applicable licensing provisions and fees.
G. Legal descriptions, surveys,
and ownership information on hand in Hopkins City Offices.
H. Other applicable information on hand in Hopkins
City Offices.
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Hopkins will also cooperate in providing its eminent
domain authority, tax exempt financing and tax increment
financing as it deems appropriate, in the City's discretion,
after a presentation and review of the specific development
proposal. In addition, Hopkins will furnish to BRG for use on
this project office and meeting space as is necessary and is
available without additional expense to the City.
V. Efforts by CCDC.
In order for BRG to successfully perform its services
herein, it will be necessary for CCDC to provide full
cooperation, and to that end CCDC will do the following:
A. Authorize its Executive Director to spend reason-
able amounts of time to assist in the creation of the deve-
lopment concept and in the collection and compilation of
information necessary in the development and marketing
aspects of the project. Such time will be spent only as the
CCDC Board will from time to time determine is reasonable.
B. To act as a local liaison and contact person for
the various parties to the development.
VI. Compensation.
For providing the servies listed above, BRG will
receive a development fee of six percent (6 of the total pro-
ject cost. For purposes of this provision, project costs will be
defined as the sum of the following:
A. Contracted construction costs
B. Land costs which shall be at the resale value after
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the original taking, if any, by Hopkins
C. Design costs
D. Financing Costs which shall not include principal,
interest or points to affect yield, but will
include placement fees and other front end costs.
Projected costs as defined herein will not include the
following:
A. Taxes and assessments
B. License or other city fees
C. Real estate or marketing fees and costs
The fees due BRG under this agreement will be paid as follows:
A. Fifty (50 percent upon execution of a devel-
opment contract with a land user, the developer to pay this
fee to the City contemporaneously with the signing of the
development contract.
B. Thirty (30 percent at the time of the first draw
or any financing arrangement or start of contruction
whichever is first.
C. Twenty (20 percent upon issuance of a cer-
tificate of occupancy.
D. Any adjustments in the fees due which are necessary
will be accounted for at the time of the final payment.
Hopkins, CCDC and BRG will provide in all development
contracts that the land user will be responsible to pay to the
City the development fee as provided herein. In the event the
developer defaults on the development contract, Hopkins shall
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have no liability for uncollected fees due BRG.
VI. Term of Agreement.
This agreement shall be in full force and effect for a
period of three (3) years from the date hereof, and may be
extended in writing by the mutual consent of the parties hereto.
BRG will diligently pursue the development as contemplated herein
on the following time schedule within the three (3) year term of
the agreement.
Task
A. .Selection and presentation to City Council of
Architect /Planner within sixty (60) days of date
agreement signed. At such time as the
Architect /Planner is presented to the City the firm
shall provide a narrative statement of its intended
approach to the project and in particular its method
of compliance with the Comprehensive Plan, Zoning
Ordinance, Barton Ashman Plan and perceived iden-
tity of the City of Hopkins.
B. Presentation at public hearing of Preliminary
Concept Plan within ninety (90) days of date
Architect /Planner accepted by City Council.
C. Final Market and Feasibility Analysis and Final
Development Plan within one hundred eighty (180)
days of date City Council accepts Concept Plan.
D. Letters of interest for twenty -five (25 percent
of total space to be involved within sixty (60)
days from date Council accepts Final Development
Plan. Council will notify BRG whether it accepts
or rejects the interested parties withip two (2
weeks from the date presented.au l
e-f
E. Letters of interest for fifty (50 percent of
space to be involved within one hundred twenty
(120) days of date Council approves Final
Development Plan. Council will notify BRG whether
it accepts or rejects the interested parties within
two (2) weeks from the date presented.
F. Letters of interest for seventy -five (75 percent
of space to be involved within one hundred eighty
(180) days of date Council approves Final
Development Plan. Council will notify BRG whether
it accepts or rejects the interested parties within
two (2) weeks from the date presented.
G. Letters of interest for one hundred (100 percent
of space to be involved within two hundred forty
(240) days of date Council approves Final
Development Plan. Council will notify BRG whether
it accepts or rejects the interested parties within
two (2) weeks from the date presented.
H. Execute Development Agreements with developers
within one hundred eighty (180) days after date
that City Council determines that they have no
objection to proposed developers.
I. Finalize all construction and permanent financing
for project with one hundred eighty (180) days
after date Council has approved Developers'
Agreements.
VII. Termination. In the event the services of BRG are ter-
minated prior to the expiration of the three (3) year term, J3RG
shall be entitled to the following:
A. If the termination is for cause as further defined
herein, BRG shall not be entitled to any fees for
its services.
B. If the termination is by mutual agreement of the
parties, the payment of expenses and fees shall be
as agreed between the parties.
C. If the termination is without cause, BRG shall be
reimbursed for its out of pocket expenses and shall
receive a fee of One Hundred Thousand and No /100
($100,000.00) Dollars less any fees earned on
development contracts previously executed.
For purposes of this agreement, cause shall be defined as:
1. insolvency or bankruptcy,
2. failure to meet the timetable of performance set
out in Section VI of this agreement.
IN WITNESS WHEREOF, the parties have hereunto set their
signatures.
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CITY OF HOPKINS CITY CENTER DEVELOPMENT
CORPORATION
By: By:
By: By:
Date: 1983 Date: 1983
5587 -5/8
RE36
9
BANKERS REALTY GROUP, INC.
By:
By:
Date:
1983
C. If the termination is without cause, BRG shall be
reimbursed for its out of pocket expenses and shall
receive a fee of One Hundred Thousand and no /100
Dollars ($100,000.00) less any fees earned on develop-
ment coantracts previously executed.
For purposes of this Agreement, cause shall be defined as:
1. insolvency or bankruptcy,
2. failure to meet the timetable of performance set
out in Section VI of this Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their
signatures.
6 BY i2Diii/g
CITY OF HOPKINS CITY CENTER DEVELOPMENT
CORPORATION
By 1J
Dated f i p er Z
By
By
By
By
Dated
(Le_ C
198 Dated ,198.3
BA KERS REAL'11Y GROUP, INC.
(z y 198