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Shady Oak Road - ROW & Commuity Works AgreementMEMORANDUM TO: Honorable Mayor and Hopkins City Council Members FROM: Kersten Elverum, Director of Planning & Develop ent Steve Stadler, Public Works Director DATE: October 4, 2012 SUBJECT: Shady Oak Road — ROW & Community Works Agreements A discussion of the Right of Way and Community Works Agreements has been scheduled for the October 9, 2012, City Council work session. The purpose of the discussion is to familiarize the Council with the terms and conditions of the agreements. Both agreements are scheduled to be on the October 16th HRA and City Council agendas for approval. Property owners and tenants within the project area have been notified of both meetings as well as an open house on November 1, 2012, to discuss the Environmental Assessment completed for the project. Additionally, staff has met with the property owners likely to be involved in the Community Works project over the course of the past week. The two agreements are separate, but related. The following are the key points of the two documents: Right of Way Agreement Section II: The disposition of remnant parcels — remnant parcels are the land areas that remain from the total acquisitions after the roadway right of way needs are accounted for. The agreement refers to "west remnant parcels" and "east remnant parcels". The east remnant parcels are the parcels between the new roadway and 21St Ave N. The City of Hopkins will be granted easements to maintain these areas as buffers between Shady Oak Road and the residential properties on the east side of 21" Ave. The west remnant parcels are those Hopkins residential properties currently along the east side of Shady Oak Road which will partially lie on the west side of the realigned roadway. A small area from these parcels is needed for the Minnetonka access road along the west side of the new roadway. The agreement grants Minnetonka the right and responsibility to use and maintain these areas accordingly. The west and east remnant parcels are called -out in the ROW agreement as they deal with properties within the City of Minnetonka for which the City of Hopkins is gaining property rights or vice versa. The remnant parcels north of 2nd St N along the east side of the new roadway will be considered later in the construction cooperative agreement as the area is within Hopkins and will be maintained as buffer area by Hopkins after the project. It is anticipated that all the remnant parcel buffer areas will include trail segments, tree plantings and screen fencing or vegetative screening. The city would be responsible for maintenance of these areas. • The city agrees to pay 50% of all property acquisition costs — these costs are defined in section V of the agreement. • Section VI: The estimated city cost of acquiring the necessary right of way and temporary easements within the Hopkins borders is estimated at $2,685,750. It is estimated that an additional $50-75,000 will be billed as our share of demolition, Phase II environmental assessments, environmental clean-up, etc. The City's estimated total project cost is $3,392,000. The project will be funded primarily from our Municipal State Aid fund with some additional funding from special assessments and PIR for reconstruction of Mainstreet from 20t" Ave to Shady Oak Road. An estimated $220,000 of project cost will be funded from the storm sewer fund. • Section VII details that the County Transportation will contribute 50% of the cost (up to $685,000 max) for the property needed for right of way within the Community Works project area, i.e. the commercial properties on the west side of Shady Oak Road between Oak Drive on the north and Bradford Road on the south. These are funds in addition to the $3 million provided by Community Works for acquisition of properties in this area. • Sections IX and X detail typical County billing and City payment procedures for the proj ect. • Sections XI — XVIII contain County -required legal stipulations. Community Works Agreement ■ The maximum amount of Community Works funds that will be available for the project is $3 million. Additional funds will be made available to off -set the cost of the ROW acquisition. ■ The term of the agreement is December 1, 2012 to December 31, 2017. ■ The funds will be distributed on a reimbursement basis. ■ The use of Community Works funds must result in a minimum of one redevelopment site with a 10,000 square foot development. ■ The priority of the use of the funds is established as follows: First Priority — purchase of land, relocation of tenants, demolition, environmental abatement, and restoration of properties Second Priority — Construction of new parking lots Third Priority — Improvements to existing parking lots Fourth Priority — Fagade improvements Fifth Priority — Other public amenities ■ Private parking lot improvements will be coordinated through a project manager assigned by the City of Minnetonka. ■ One scenario of how the Community Works funds could be used is attached to the agreement as attachment A, but it does not represent the only option available under the agreement. The Hopkins City Attorney has been involved in the drafting of both agreements and will also be at the work session to answer any questions you may have. Attachments: Agreement for Right Of Way Acquisition — Shady Oak Road Cooperative Agreement for Shady Oak Road Community Works Project Municipal State Aid Fund — Cash Flow Statement Agreement No. PW 04-01-07 County Project No. 9112 County State Aid Highway No. 61 City of Hopkins City of Minnetonka County of Hennepin AGREEMENT FOR RIGHT OF WAY ACQUISITION THIS AGREEMENT, Made and entered into this day of , 20 , by and between the County of Hennepin, a body politic and corporate under the laws of the State of Minnesota, hereinafter referred to as the "County", the Cities of Hopkins, a body politic and corporate under the laws of the State of Minnesota, and the Cities of Minnetonka, a body politic and corporate under the laws of the State of Minnesota, collectively hereinafter referred to as the "Cities". WITNESSETH: WHEREAS, the County and the Cities have been negotiating to bring about the complete reconstruction of County State Aid Highway No. (CSAH ) 61 (Shady Oak Road) from CSAR 3 (Excelsior Boulevard) to north of Trunk Highway 7 in the City of Hopkins and the City of Minnetonka; and WHEREAS, the aforedescribed roadway improvements are to be accomplished under County Project 9112 (State Aid Project 27-661-046), and -hereinafter referred to as the "Road Project"; and WHEREAS, the City of Hopkins approved Preliminary Layout No. 02 for the Road Project on March 20, 2012; and WHEREAS, the City of Minnetonka approved Preliminary Layout No. 02 for the Road Project on March 26, 2012; and WHEREAS, the County is developing the final plans for the Project and anticipate starting construction of same during the spring of calendar year 2014; and WHEREAS, it is desirable and advantageous to begin the acquisition of the new right of way, permanent easements, and temporary easements necessary to complete the Road Project; and WHEREAS, the Cities and the County desire to establish the terms and conditions by which the right of way and easements required for the Road Project are to be acquired, and to set forth the division of costs of properties acquired for these purposes; and Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 WHEREAS, the parties also wish to complete a redevelopment project and associated public and private improvements known as the "Shady Oak Road Community Works Project" and hereinafter referred to as the "Community Works Project"; and WHEREAS, the County through its Housing and Redevelopment Authority ("HCHRA") and the City of Hopkins through its Housing and Redevelopment Authority ("HHRA") and the City of Minnetonka through its Economic Development Authority ("MEDA"), have been negotiating a Cooperative Agreement (Hennepin County Contract No. A120493) (the "Cooperative Agreement") for sharing of costs for the Community Works Project; and WHEREAS, the Community Works Project area is the area between Oak Drive on the north and Bradford Road on the south; Shady Oak Road on the east and the west property boundary of properties west of Shady Oak Road and hereinafter referred to as the "Community Works Project Area'; and WHEREAS, it is contemplated that said work be carried out by the parties hereto under the provisions of Minnesota Statutes, Sectionl62.17, Subdivision 1 and Section 471.59. NOW THEREFORE, IT IS HEREBY AGREED: I The County will be the party responsible for the acquisition of all new right of way, permanent easements, and temporary easements required to construct the Road Project as shown in the right of way plan marked Exhibit "A", -,vhich is attached hereto and by this reference made a part hereof. The County will endeavor to minimize the areas acquired to only those lands which are represented in the aforereferenced Cities approved layouts, or as may be reasonably modified by the County during the development of the detailed construction plans for the Road Project. Any such modifications by the County shall be consistent with the scope and intent of the proposed construction as approved by the Cities. It is hereby understood that the phrase "'responsible for the acquisition of as used in this Agreement shall be construed to mean the performance of all tasks and duties necessary and legally required to obtain the right to use the subject properties for the purposes set forth in this Agreement. Said rights may be obtained by, but are not limited to, direct purchase, dedication, donation, or eminent domain. -2- Vj,-- Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 In some instances the total acquisition of properties may result in the creation of remnant parcels of vacant land which are not required for the Road Project. The manner of disposition of any such remnant parcels shall be in accordance with Minnesota State Statute Sections 117.226, 373.01 and 465.035, and the following. All proceeds from the sale of any remnant parcel created as a result of the Road Project shall be shared with the respective city the parcel is located in at the same proportionate percentage used to acquire the properly. It is agreed that the County Engineer and the respective City Engineer or their designated representatives will agree to the manner by which any remnant parcel will be disposed, as well as the price for which any remnant parcel will be sold prior to finalizing any such transactions. It is further agreed that in the event a mutual agreement is not obtained regarding any specific parcel, the County Engineer or his designated representative shall have the authority to make final decisions on any such matters. Notwithstanding the foregoing provisions of this Article U, the following provisions shall apply to the "East Remnant Parcels" and the "West Remnant Parcels", which are defined as follows: The "East Remnant Parcels" shall mean and refer to that part of Parcels 56, 57 and 58 shown on Sheet 2 of the attached Right of Way Agreement Exhibit that will lie Easterly of that part of said Parcels 56, 57 and 58 that is to be retained by the County as road right-of-way of reconstructed Shady Oak Road. The "West Remnant Parcels" shall mean and refer to that part of Parcels 21, 45, 46, 47 and 48 and the existing right-of-way of Shady Oak Road shown on Sheets 3 and 4 of the attached Right of Way Agreement Exhibit that will lie westerly of the right-of-way of reconstructed Shady Oak Road, except that part of parcel 21 that lies westerly of the new residential access road The East Remnant Parcels may be used by the City of Hopkins as open space to create buffer areas between Shady Oak Road and the residential areas to the east. The County will grant to the City of Hopkins a landscape and buffer easement (the `Buffer Area Easement") for this purpose over the East Remnant Parcels, at no cost to the City of Hopkins. The Buffer Area Easement shall also permit the City to construct and maintain a public trail or sidewalk and install underground utilities within the East Remnant Parcels and shall prohibit the County from allowing any use of the East Remnant Parcels inconsistent with their use and maintenance as open space and a buffer area. The Buffer Area Easement shall further provide that the City of Hopkins shall have the right to acquire fee title to the East Remnant Parcels from the County, but must then reimburse the County and the City of Minnetonka for the acquisition costs incurred by them to acquire the East Remnant Parcels, calculated on a square footage basis At that time, title - 3 - \X'L Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 to the East Remnant Parcels will be transferred to the City of Hopkins free and clear of all liens and encumbrances but subject to any encumbrances to which such Parcels were subject upon acquisition by the County. The West Remnant Parcels will be used to create a new access road to serve residential properties in the City of Minnetonka. The County will grant to the City of Minnetonka the right and responsibility to maintain the new access road and adjacent open space. III The City of Hopkins agrees to grant easements to the County over those lands that are owned by the City of Hopkins and are part of the required right of way and easements for those parts of the Road Project constructed in the City of Hopkins. Said easements shall be granted at no cost to the County. The City of Minnetonka agrees to grant easements to the County over those lands that are owned by the City of Minnetonka and are part of the required right of way and easements for those parts of the Road Project constructed in the City of Minnetonka. Said easements shall be granted at no cost to the County. M The County will be responsible to provide the necessary maintenance, security and risk management services for the term of the Road Project on all properties that the County acquires. All structures that exist on properties acquired in total for the Road Project and which must be removed for the completion of the Road Project shall be removed under a separate contract, as part of the Road Project, or with the County's or the Cities' own forces. The County and the Cities shall agree on the manner of removal for each structure taking into account all possible associated costs and impacts to the schedule of the Road Project. The County shall have the right to remove any structure with its own forces when in the opinion of the County Engineer or his designated representative that it is a more economical option or such removal will benefit the schedule of the Road Project. All costs incurred for providing maintenance, security and risk management services on any vacant property and structures, and the demolition of any structures, including but not limited to, the actual demolition costs, the costs for hazardous materials inspections and abatement costs if required, shall be shared between the County and the respective city in which the parcel is located at the same proportionate percentage used to acquire the property. V The acquisition costs incurred by either party as described herein shall include, but are not limited to the following: Agreement No. PW 04-01-07 CSAR 61; C.P. 9112 • monies paid to property owners, or on behalf of property owners, as part of negotiated settlements • costs incurred with obtaining property through, and compliance with, Minnesota Statute Chapter 117 (eminent domain), including all damages and awards resulting therefrom • acquisition consultant services • relocation expenses, including the costs of consultants used therefor • appraisals and appraisal services • title opinions and updates • document searches (judgment, name title, etc) • closing, conveyance and recordation fees and taxes • costs to maintain, provide security for, or remove and dispose of vacant property, and any improvements thereon • costs incurred for the relocation, reconstruction, adjustment, and/or removal of existing private or public utility conduits or other structures located in or upon lands acquired and within present right of way when existing valid easements and/or permits provide for reimbursement to the utility owner for the relocation, reconstruction, adjustment, and/or removal of the existing utility facilities Specifically excluded from the above listing are any costs incurred by either party for each parry's personnel costs. Damages, as used in this section, pertains to acquisition costs allowed by Minnesota Statutes Chapter 117 and does not abrogate the meaning of the language set forth elsewhere in this Agreement. W The estimated cost to acquire the right of way and temporary easements within the City of Hopkins for the construction of the Road Project is Five Million Three Hundred Seventy One Thousand Five Hundred Dollars and No Cents ($5,371,500.00). This estimate does not include costs for security, maintenance, structure removals, or any environmental assessments or cleanup that may be required on any of the properties acquired. The City of Hopkins hereby agrees to reimburse the County fifty (50) percent of all acquisition costs incurred by the County for the right of way and easements acquired within the City of Hopkins for the Road Project under this Agreement ($2,685,750.00 estimated). The estimated cost to acquire the right of way and temporary easements within the City of Minnetonka for the construction of the Road Project is Five Million Seventy One Thousand Seven Hundred Dollars and No Cents ($5,071,700.00). This estimate does not include costs for - 5 - \0--- Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 security, maintenance, structure removals, or any environmental assessments or cleanup that may be required on any of the properties acquired. The City of Minnetonka hereby agrees to reimburse the County fifty (50) percent of all acquisition costs incurred by the County for the right of way and easements acquired within the City of Minnetonka for the Road Project under this Agreement ($2,535,850.00 estimated). VII As previously referenced the parties through their respective redevelopment authorities have been negotiating the Cooperative Agreement for sharing of costs for the above defined Community Works Project. It is understood and agreed by the County and the City of Hopkins that if the City of Hopkins or its redevelopment authority (the "Hopkins HRA") acquires property located within the above defined Community Works Project Area which the County requires for the Road Project, the City of Hopkins or the Hopkins HRA shall convey said required property rights needed for the Road Project to the County. It is further understood and agreed that the City of Hopkins and the County shall share equally in the acquisition costs of said property conveyed to the County by the City of Hopkins. It is understood and agreed that the cost to the County for the property the City of Hopkins is required to convey to the County as specified in this Article shall not exceed $1,370,000. It is further understood and agreed that the County will invoice the City of Hopkins for their equal share of the acquisition costs specified in this Article and that those costs shall not exceed $685,000 In the event that the Cooperative Agreement between the parties" respective redevelopment authorities is not executed, the provisions of this Article shall be considered null and void and shall be removed from this Agreement, however the remainder of this Agreement shall survive and remain valid as set forth herein. In the event that the Cooperative Agreement is executed but is subsequently terminated as a result of a default as defined in Section 16 thereof, the provisions of this Article VII shall remain in effect with respect to any transaction or occurrence subject to the Cooperative Agreement that occurred prior to such termination. VIII The County, at its sole cost and expense, will conduct a Phase 1 Environmental Site Assessment (ESA), which may include but not be limited to reviewing the existing and available historical information pertaining to land use and conditions on all properties purchased by the County under this Agreement. In the event a Phase II ESA is required on any parcel, it is hereby understood and agreed that the County will assume the responsibility to have the Phase II ESA completed. All costs incurred by the County for the completion of any required Phase II ESA, including but not limited to sampling, analyzing and characterizing the subsurface conditions of individual properties, the costs of Minnesota Pollution Control Agency fees for technical review -6- Agreement No. PW 04701-07 CSAR 61; C.P. 9112 and issuance of liability assurance letters, as well as any subsequent environmental clean-up that may be required shall be shared equally by the County and the respective city the property is located in. In the event the Phase H ESA identifies contamination within the new right of way for the Road Project that must be abated, the County's staff will consult with the Cities' staff regarding the use of consultants and contractors as may be necessary for the abatement of the roadway right of way and obtaining the approval of the Minnesota Pollution Control Agency. Any clean up required will be accomplished as part of the Road Project or under separate contracts administered by the County as may be warranted by the nature of the cleanup activities and/or the impacts to the schedule of the Road Project. The County will investigate and exhaust all available options for payment of costs incurred related to any required Phase H ESA abatement of the new right of way. This includes, but is not limited to, responsible parties and grants from governmental agencies. The Cities hereby agree to reimburse the County fifty (50) percent of all costs incurred by the County for the completion of the aforereferenced environmental work performed on properties associated with this Road Project in their respective city for which the County does not receive reimbursement from other sources. IX The County will periodically, as properties are acquired or other costs identified herein are incurred, prepare and submit to the Cities invoices with itemized statements documenting the actual acquisition and other costs incurred by the County, as well as the sale price of any remnant parcels sold, since the last statement submitted. The statements shall identify and include any credits due the Cities due to the sale of remnant parcels and deduct the County's fifty percent (50%) share of the acquisition costs. The City of Hopkins hereby agrees to remit to the County the net amount due stated on the invoice, acquisition costs less credits, within forty five (45) days after receipt of said invoice. The City of Minnetonka hereby agrees to remit to the County the net amount due stated on the invoice, acquisition costs less credits, within forty five (45) days after receipt of said invoice. X All payments to the County must be postmarked by the date due or a late penalty of one (1) percent per month, or fraction thereof, on the unpaid balance will be charged to the Cities. The Cities shall pay the amount due as stated on the statement, notwithstanding any dispute of such amount. Should a disputed amount be resolved in favor of the Cities, the County shall reimburse the disputed amount plus daily interest thereon calculated from the date such disputed amount was received by the County. Daily interest shall be at the rate of one (1%) percent per month on the disputed amount. -7- \A�\_ Agreement No. PW 04-01-07 CSAH 61: C.P. 9112 All payments to the City of Hopkins must be postmarked by the date due or a late penalty of one (1) percent per month, or fraction thereof, on the unpaid balance will be charged to the County. The County shall pay the amount due as stated on the statement, notwithstanding any dispute of such amount. Should a disputed amount be resolved in favor of the County, the City of Hopkins shall reimburse the disputed amount plus daily interest thereon calculated from the date such disputed amount was received by the City of Hopkins. Daily interest shall be at the rate of one (1%) percent per month on the disputed amount. 0 All records kept by the Cities and the County with respect to this Road Project shall be subject to examination by the representatives of each party hereto. XII The City of Hopkins agrees to defend, indemnify and hold harmless the County and the City of Minnetonka, its officials, officers, agents, volunteers and employees, from any liabilities, claims, causes of action, judgments, damages, losses, costs or expenses, including, reasonable attorneys' fees, resulting directly or indirectly from any act or omission of the City of Hopkins, its contractors, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable thereof. The City of Hopkins' liability shall be governed by the provisions of Minnesota Statutes, Chapter 466 or other applicable law. The City of Minnetonka agrees to defend, indemnify and hold harmless the County and the City of Hopkins, its officials, officers, agents, volunteers and employees, from any liabilities, claims, causes of action, judgments, damages, losses, costs or expenses, including, reasonable attorneys' fees, resulting directly or indirectly from any act or omission of the City of Minnetonka, its contractors, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable thereof. The City of Minnetonka's liability shall be governed by the provisions of Minnesota Statutes, Chapter 466 or other applicable law. The County agrees to defend, indemnify, and hold harmless the Cities, its officials, officers, agents, volunteers, and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorneys' fees, resulting directly or indirectly from any act or omission of the County, its contractors, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable thereof. The County's liability shall be governed by the provisions of Minnesota Statutes, Chapter 466 or other applicable law. -8-1� Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 XIII It is further agreed that any and all employees of the City of Hopkins and all other persons engaged by the City of Hopkins in the performance of any work or services required or provided for herein to be performed by the City of Hopkins shall not be considered employees of the County, and that any and all claims that may or might arise under the Minnesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by any third parties as a consequence of any act or omission on the part of said employees while so engaged on any of the work or services provided to be rendered herein shall in no way be the obligation or responsibility of the County. It is further agreed that any and all employees of the City of Minnetonka and all other persons engaged by the City of Minnetonka in the performance of any work or services required or provided for herein to be performed by the City of Minnetonka shall not be considered employees of the County, and that any and all claims that may or might arise under the Minnesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by any third parties as a consequence of any act or omission on the part of said employees while so engaged on any of the work or services provided to be rendered herein shall in no way be the obligation or responsibility of the County. Also, any and all employees of the County and all other persons engaged by the County in the performance of any work or services required or provided for herein to be performed by the County shall not be considered employees of the Cities, and that any and all claims that may or might arise under the Minnesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by any third parties as a consequence of any act or omission on the part of said employees while so engaged on any of the work or services provided to be rendered herein shall in no way be the obligation or responsibility of the Cities. Nothing in this Agreement constitutes a waiver by the parties of any statutory or common law defenses, immunities, or limits on liability. The obligation of a party under this section cannot exceed the amount that the party would be obligated to pay under the provisions and limitations of Minn. Stat. Chap. 466 without this indemnification language. Under no circumstances will a party be required to pay on behalf of itself and other parties, any amounts in excess of the limits on liability established in Minnesota Statutes Chapter 466 applicable to any one party. - 9 - -`,\�- Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 V.14LIIA In order to coordinate the services of the County with the activities of the Cities so as to accomplish the purposes of this Agreement, the Hennepin County Engineer or a designated representative shall manage this Agreement on behalf of the County and serve as liaison between the County and the Cities. In order to coordinate the services of the City of Hopkins with the activities of the County so as to accomplish the purposes of this Agreement, the Director of Public Works for the City of Hopkins or a designated representative shall manage this Agreement on behalf of the City of Hopkins and serve as liaison between the City of Hopkins and the County. In order to coordinate the services of the City of Minnetonka with the activities of the County so as to accomplish the purposes of this Agreement, the City Engineer for the City of Minnetonka or a designated representative shall manage this Agreement on behalf of the City of Minnetonka and serve as liaison between the City of Minnetonka and the County XV It is understood and agreed that the entire agreement between the parties regarding the acquisition of right of way and easements for the Road Project is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement, or as may be contained in the separate Construction Cooperative Agreement for the Road Project which will be written when the final construction plans are completed, either of which shall be executed and signed by the parties hereto. XVI This Agreement may be cancelled prior to the completion of the objectives set forth herein with the mutual consent of all parties via an amendment hereto. Cancellation may be considered in the event the anticipated acquisition costs and/or environmental cleanup costs to be paid by the parties increase substantially above those anticipated, or for any other reasons that may arise that jeopardize the feasibility of the Road Project. In the event this Agreement is cancelled the parties agree to reconcile all costs previously incurred by them in accordance with the provisions of this Agreement. -10- W\�- Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 XVII The provisions of Minnesota Statutes Section 181.59 and of any applicable local ordinance relating to civil rights and discrimination and the Affirmative Action Policy statement of . Hennepin County shall be considered a part of this Agreement as though fully set forth herein. XVIII The matters set forth in the "whereas" clauses at the beginning of this Agreement are incorporated into and made a part hereof by this reference. (this space left intentionally blank) Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 IN TESTIMONY WHEREOF, The parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first above written. CITY OF HOPKINS (Seal) By: Mayor (Seal) Da And: Manager Date: CITY OF'VIl �TNETONKA By: Mayor Date: And: Manager Date: -12- _N Agreement No. PW 04-01-07 CSAH 61; C.P. 9112 COUNTY OF HENNEPIN ATTEST: By: Deputy/Clerk of the County Board Date: APPROVED AS TO FORM: By a JjC , Assi� ant County Attorney Date: / APPROVED AS TO EXECUTION: Bv: Assistant County Attorney Rv Chair of its County Board Date: County Administrator Date: And: Assistant County Administrator, Public Works Date: RECOMMENDED FOR APPROVAL: By: Director, Transportation Department and County Engineer Date: Date: -13- o� 053-231172247099 75 74 053-231172243002E 73 053-2311722430027 - 7�1 l tl15 I-N'I HJ1 VW U 7171 I, a 66 I 6I 153-21! 172243 l 65'---2711711<e I 053--2311722440086 057-7311712q GG20 - Dais I i - 057-i 71171141ODG-tO I' ' CSJ-27117111 J0160 � . 0i°-2711722 s<DDES 1 6 053-23117214 gODfi4 Y J p E I Cil-Y.:',722470G } I � I Imo_ 2 I I, 053-23!1722470021 ® 1 I N 17_ I Q 151-21`112211111 3 U Oy '11 (GAIG UOISI3OX3) E HHSO 1 i i 7171 I, a 66 I 153-21! 172243 _ n O - - 67 I i - 057-i 71171141ODG-tO I' ' CSJ-27117111 J0160 � . 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'�•,t„ ' j i 2j1j772120°26 U 1 n O 3/w , q Hennepin County Contract No. A120493 COOPERATIVE AGREEMENT FOR SHADY OAK ROAD COMMUNITY WORKS PROJECT This Agreement is between the County of Hennepin Housing and Redevelopment Authority ("HCHRA"), A-2300 Government Center, Minneapolis, Minnesota 55487, and the Housing and Redevelopment Authority in and for the City of Hopkins ("HHRA"), 1010 1" St S, Hopkins, Minnesota 55343 and the Economic Development Authority in and for the City of Minnetonka ("MEDA"), 14600 Minnetonka Boulevard, Minnetonka, Minnesota 55345. WHEREAS, all parties wish to complete a redevelopment project and associated public and private improvements as part of the Shady Oak Road Community Works Project ("Project"); and WHEREAS, the project area is the area between Oak Drive on the North and Bradford Road on the South; Shady Oak Road on the East and the west property boundary of properties west of Shady Oak Road (`Project Area"); and WHEREAS, the Project is consistent with the recommendations of the Redevelopment Project Area One in the City of Hopkins and the redevelopment project area to be approved by the City of Minnetonka in 2012; and WHEREAS, as part of its Redevelopment Project No. 1, the HHRA has approved a redevelopment plan for the Project Area ("Plan"); and WHEREAS, the MEDA will approve a redevelopment plan for parcels within the Project Area that are located within its boundaries ("Plan") by December 31, 2012; and WHEREAS, by Resolution No. 07- 466R1, Hennepin County authorized funds in an amount not to exceed Three Million Dollars for the Shady Oak Road Community Works Project; WHEREAS, the HCHRA wishes to contract with the HHRA and MEDA for completion of said Project; and WHEREAS, the HCHRA has the authority to contribute to the Project pursuant to Minnesota Statutes, Chapter 163 and Sections 383B.77, 383B.79, 469.001 to 469.047, 471.85, and other applicable law; and WHEREAS, the parties are authorized to enter into this agreement pursuant to Minnesota Statutes Sections 383B.79, 471.59 and other applicable law; THEREFORE, the parties agree as follows: 1. Term and Cost of the Agreement. The term of this agreement commences December 1, 2012 and terminates December 31, 2017. HCHRA agrees to reimburse HHRA and MEDA for an amount up to Three Million Dollars (53.000,000) ("Funds") for the property acquisition, property improvements, environmental abatement, and other activities and services specified in Section 4 below and generally illustrated on Attachment A ("Improvements") or as approved by HCHRA. Additional funds from payments for roadway right-of-way, not to exceed 51,370,000 ("Additional Funds") may also be available during the project period for property acquisitions. 2. Responsibilities of Parties. The HHRH intends to purchase property for the purpose of redeveloping it with a new building with a minimum size of 10,000 square feet (the "Redevelopment Site") and to make the Improvements to the Redevelopment Site. The HHRA also intends to make Improvements to other parcels within the Project Area, as provided in this Agreement. HHRA and the HCHRA shall determine the actual location, area and dimensions of the Redevelopment Site. The HCHRA shall not unreasonably withhold or delay its approval of any request by the HHRA for approval of the location of parcels to be acquired for the Redevelopment Site, and shall notify the HHRA of approval or disapproval of such location within ten (10) business days of submission of a request for approval by the HHRA. The MEDA will approve a redevelopment area for parcels within the Project Area that are located within its boundaries by December 31, 2012. The MEDA agrees to make the Improvements to parcels within the Project Area that are located within its boundaries, as provided in this Agreement. HCHRA agrees to reimburse HHRA and MEDA for the Improvements in accordance «ith Section 4 of this Agreement. 3. Restricted Use of the Funds. The use of any Funds for acquisition of the Redevelopment Site or Improvements thereto is contingent upon the ability of the HHRA to acquire property from willing sellers for the creation of the Redevelopment Site. If the HHRA is unable to acquire the Redevelopment Site, no portion of the HCHRA Funds are expendable solely for the purpose of making improvements to private property or for the creation of new parking, provided the HHRA shall be entitled to reimbursement for Second and Third priority expenditures for which the HHRA has become unconditionally obligated in reliance on this Agreement. 4. Improvements Reimbursed. HHRA and MEDA shall use all Funds received under this Agreement for the purposes, and in the priority, described below. If additional funds are deemed necessary to meet the objectives of the HHRA, MEDA and HCHRA, the parties agree to work together to identify additional funds available for the project. Any expenditure for the particular priority that exceeds the not -to -exceed amount will be reviewed by the HHRA and the MEDA, with the HCHRA providing final approval. In order to work within time constraints and to prevent duplicative payments to property owners from both the Project and the current road project (County Project 9112), any property within the Project Area that is in an eminent domain action by Hennepin County 2 as a part of County Project 9112, will be ineligible to receive Funds for improvements to privately owned property unless HCHRA approves payment of the Funds after reviewing the circumstances of the condemnation. A. First Priority for the Expenditure of Funds: Acquire property ithin Project Area for the purpose of creating the Redevelopment Site. Property acquisition and redevelopment costs eligible for reimbursement from the HCHRA include: • Purchase of property for redevelopment purposes to be included in the Redevelopment Site • Relocation of tenants in acquired properties • Acquisition and/or relocation consultant services • Hazardous material abatement in acquired buildings and land including, but not limited to, costs of environmental assessments, testing, MPCA fees and environmental remediation costs • Demolition of buildings on acquired property • Legal Services related to acquisition activities • Engineering services to facilitate building removal • Restoration of building walls related to building separation • Permitting fees • Other services as preapproved by Hennepin County The expenditures for property acquisition are not to exceed $3,000,000 without review by HHRA and MEDA and approval by HCHRA. In connection with the transfer of the Redevelopment Site to a redeveloper, the HHRA may enter into a subrecipient agreement or redevelopment agreement with the redeveloper allowing use of the Funds for the purposes described in this Paragraph A, subject to all of the terms and conditions state in this Agreement. The HCHRA will reimburse HHRA for costs listed above. Prior to expending funds for any of the following priorities, purchase agreement(s) must be signed for the purchase of property that will create an adequately sized development parcel as determined by the HHRA and the HCHRA. B. Second Priority for the Expenditure of Funds: Construct new parking lots as determined necessary to support adjoining businesses similar to the manner depicted in the schematic development concept found in Attachment A. Eligible reimbursable expenses include: • Removals, grading and other site preparation • Installing Parking Lot Base • Asphalt Paving, Seal Coating, and Striping of New Parking Areas • Lighting of Parking Areas • Landscaping New parking lots shall be subject to the following terms and conditions unless otherwise allowed by the HCHRA: i) Title to the land on which new parking lot(s) are constructed or will be constructed in the future may be sold to adjacent property owner(s) for an amount equal to the fair market value as established by the Hennepin County Assessor, which will take into account the non-exclusive parking easement(s) or as otherwise allowed by the HCHRA. ii) As a condition of the sale of new parking lot property to an adjacent property owner, the parking lot may be subject to a non-exclusive parking easement that provides for the sharing of the parking with adjacent commercial properties., The expenditures for new parking lots are not to exceed $300,000 without review by HHRA and MEDA and approval of HCHRA. C. Third Priority for the Expenditure of Funds: Improvements to existing private parking lots within the project area as designated "ICN" in Attaclunent A. Eligible reimbursable expenses include: • Asphalt Overlay. Seal Coating, and Striping • Lighting within the parking lot using the chosen light standard for the project area. Private property owners may be eligible to receive cost to cure payments for parking lot improvements (seal coating, stripping, etc.) from Hennepin County Transportation for the Shady Oak Road project. Whether in the city of Hopkins or Minnetonka, the parking lot improvements will be managed and monitored by Minnetonka city staff. All parking lots improvements and payments will be coordinated with Hennepin County staff and the roadway construction contractor(s) for County Project 9112. The expenditures for parking lot improvements are not to exceed $300,000 without review by HHRA and MEDA and approval by HCHRA. D. Fourth Priority for the Expenditure of Funds: Fagade improvements to existing businesses that conform to the current city zoning code and are immediately adjacent to the Shady Oak Road construction project between Highway 7 and Excelsior Boulevard. Property owners are required to provide a 50 percent cash match to any funds provided by HCHRA for fagade improvements. HHRA and MEDA will manage the fagade improvements for properties in their cities. Fagade improvements are only possible if funding remains after completion of the first three priority activities. 4 E. Fifth Priority for Expenditure of Funds: Other public amenities that support Community Works principles within the Shady Oak Road corridor (for example, streetscape and park improvements). Disposal of Acquired Property. The HHRA shall use its best efforts to sell or otherwise transfer the Redevelopment Site to a qualified and responsible redevelopment party or parties (as determined by the HHRH) who will assume the obligation of completing the Minimum Improvements by December 31, 2017. The terms and conditions for the sale or transfer of the Redevelopment Site to a redeveloper shall be determined by the HHRA in its reasonable discretion and such transfer may be made for less than fair market value in order to facilitate redevelopment of the Redevelopment Site. The Minimum Improvements are abuilding of new construction with a minimum size of 10,000 square feet and an associated landscaped, lighted parking lot(s), as generally illustrated in Attachment A, attached and incorporated by this reference. Any land sale proceeds must be used only for the purposes stated in Section 4 of this agreement. It is understood that relocation to or acquisition of the Redevelopment Site may be offered to one or more of the project area owners in exchange for the property presently occupied by such owner(s). If this occurs, and the HHRA acquires such property in exchange, the HHRA agrees to convey to Hennepin County that part of the property acquired in such exchange that is needed for roadway and/or right-of-way purposes as described in item 8. 6. Development Agreement. Any development agreement that is negotiated by the HHRA with a developer of the Redevelopment Site purchased with HCHRA funds must receive HCHRA approval. Approval will not be withheld if the project meets the Minimum Improvements requirements. 7. Parking Lot Improvements. Parking lots improvements within the project area, whether in the, city of Hopkins or Minnetonka, will be managed and monitored by Minnetonka city staff. All parking lots improvements will be coordinated with Hennepin County staff and the roadway construction contractor(s). 8. Conveyance of Roadway/Right-of-Way Property. The HHRA and MEDA agree to convey to Hennepin County for no cost any real property acquired which is identified by Hennepin County as required for roadway construction and/or right-of-way purposes as part of County Project 9112 provided such real property has been acquired with the use of Funds or Additional Funds provided by HCHRA. Conveyance to Hennepin County shall be completed before the sale or transfer of any property acquired under this agreement or before the road project construction commences, whichever is earlier. 9. Payment. Payment for property acquisition costs and the Improvements shall be made directly to the HHRA and MEDA after completion of the acquisition or incurring costs for other Improvements and upon the presentation of a claim in the manner provided by law governing the HCHRA's payment of claims. Payment shall be made within forty- five (45) days from receipt of the invoice. 10. Independent Contractor. The HHRA and MEDA shall select the means, method, and manner of performing the services. Nothing is intended or should be construed as creating or establishing the relationship of a partnership or a joint venture between the parties or as constituting the HHRA and MEDA as the agent, representative, or employee of the HCHRA for any purpose. The HHRA and MEDA are and shall remain independent contractors for all services perfonned under this Agreement. The HHRA and MEDA shall secure all personnel required in performing services under this Agreement. Any personnel of the HHRA and MEDA or other persons while engaged in the performance of any work or services required by the HHRA and MEDA will have no contractual relationship with the HCHRA and will not be considered employees of the HCHRA. The HCHRA shall not be responsible for any claims that arise out of employment or alleged employment under the Mimlesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of any personnel, including, without limitation, claims of discrimination against the HHRA and MEDA, its officers, agents, contractors, or employees. The HHRA and MEDA shall defend, indemnify, and hold harmless Hennepin County and the HCHRA, their officials, officers, agents, volunteers, and employees from all such claims irrespective of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind from the HCHRA. including. without limitation, tenure rights, medical and hospital care, sick and vacation leave. \?Workers' Compensation, Re-employment Compensation, disability, severance pay, and retirement benefits. 11. Indemnification. The HHRH and MEDA agree to defend, indemnify, and hold harmless Hennepin County and the HCHRA, their officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission of the HHRA and MEDA, a subcontractor, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of the HHRA and MEDA to perform any obligation under this Agreement. Nothing in this Agreement constitutes a waiver by the parties of any statutory or common law defenses, immunities, or limits on liability. The obligation of a party under this section cannot exceed the amount that the party would be obligated to pay under the provisions and limitations of Minn. Stat. Chap. 466 without this indemnification language. Under no circumstances will a party be required to pay on behalf of itself and other parties, any amounts in excess of the limits on liability established in Minnesota Statutes Chapter 466 applicable to any one party. 12. Data Practices. The HHRA and MEDA, its officers, agents, owners, partners, employees, volunteers and subcontractors shall abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (MGDPA), the Health Insurance Portability and Accountability Act (HIPAA) and implementing regulations, if applicable, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality. If the HHRA or MEDA creates, collects, receives, stores, uses, maintains or disseminates data because it performs functions of the HCHRA pursuant to this Agreement, then the HHRA and MEDA must comply with the requirements of the MGDPA as if it were a government entity, and may be held liable under the MGDPA for noncompliance. The HHRA and MEDA agree to defend, indemnify and hold harmless Hennepin County and the HCHRA, its officials, officers, agents, employees, and volunteers from any claims resulting from the HHRA and MEDA's officers', agents', owners', partners', employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of such protected data, or other noncompliance with the requirements of this section. The HHRA and MEDA agree to promptly notify the HCHRA if it becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA. The terms of this section shall survive the cancellation or termination of this Agreement. 13. Records — Availability/Access. Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5, the HHRA and MEDA agree that the HCHRA, the State Auditor, or any of their authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of the HHRA and MEDA and involve transactions relating to this Agreement. The HHRA and MEDA shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its termination or cancellation. 14. Liability. It is further understood that neither the HCHRA, nor its elected officials, officers, agents and employees, either in their individual or official capacity, shall be responsible or liable in any manner to the HHRA and MEDA for any claims, demands, judgments, fines, penalties, expenses, actions or causes of actions of any kind or character arising out of or by reason of negligent performance of the work by the HHRA and MEDA, or arising out of the negligence of any contractor under the contract let by the HHRA and MEDA for the performance of that work; and subject to the limitations in Section 11, the HHRA and MEDA agree to defend, save and keep said HCHRA, its elected officials, officers, agents and employees harmless from all claims, demands, judgments, fines, penalties, expense, action or causes of actions and expenses (including, without limitation, reasonable attorneys' fees, witness fees, and disbursements incurred in the defense thereof) arising out of negligent performance by the HHRA and MEDA, its officers, agents or employees. 15. Merger and Modification. A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. 7 B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. 16. Default and Cancellation. A. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean. whenever it is used in this Agreement either of the following events: (i) Failure to comply with the terms of this Agreement. (ii) Provided the HHRA is able to acquire the Redevelopment Site with the use of Funds. the failure by the FIHRA or a developer selected by the HHRA to commence and complete construction of the Minimum Improvements described as a new building of at least 10,000 square feet pursuant to the terms, conditions and limitations of this Agreement by December 31, 2017. B. If there is an Event of Default. at the discretion of the HCHRA, the following remedies are possible upon written notice by the HCHRA: (i) Suspend performance under this Agreement until the HCHRA receives assurances of performance. No additional financial payments will be made to the HHRA until the suspension has been released. (ii) Renegotiate or terminate this Agreement, provided the HHRA and MEDA shall have been given thirty (30) days notice and opportunity to cure the Event of Default before such termination. (iii) Require the transfer of any property purchased with HCHRA funds by the HHRA or MEDA to the HCHRA whereupon the HCHRA shall have the right to take possession of the property. Any property transferred to the HCHRA shall have a clear title and be free of any special assessments and unpaid utility bills, but subject to any encumbrances to which such property is subject upon its acquisition by HHRA or MEDA. (iv) Require the HHRA or MEDA to sell any property purchased with HCHRA funds. The net proceeds (sale price minus closing costs) from the sale of the property shall be paid to the HCHRA in an amount not to exceed the Funds used to acquire such property and any other expenses incurred by HCHRA for the purchase of the property. The remedies specified in this Paragraph 16.13. shall be the sole and exclusive remedies available to the HCHRA upon an event of default by the HHRA under Subparagraph 16.A.(ii). C. Notwithstanding any provision of this Agreement to the contrary, and as except as provided in the last sentence of Paragraph B., above, the HHRA and MEDA shall remain liable to the HCHRA for damages sustained by the HCHRA by virtue of any breach of this Agreement by the HHRA and MEDA. Upon notice to the HHRA and MEDA of the claimed breach and the amount of the claimed damage, the HHRA and MEDA shall have a period of time not to exceed thirty (30) days to cure the claimed breach and, if such breach is cured within the thirty (30) day period, this Agreement shall remain in full force and effect in all of its terms and conditions. If the claimed breach is not cured within the thirty (30) day period specified in the preceding sentence, the HCHRA may withhold any payments to the HHRA and MEDA for the purpose of set-off until such time as the exact amount of damages due the HCHRA from the HHRA and MEDA is determined. Following notice from the HCHRA of the claimed breach and damage, the HHRA and MEDA and the HCHRA shall attempt to resolve the dispute in good faith. D. Except as provided in the last sentence of Paragraph 16.B., above, the above remedies shall be in addition to any other right or remedy available to the HCHRA, the HHRA or the MEDA for a breach of this Agreement, including remedies available to law, statute, rule, and/or equity. E. The failure of any party to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. F. Upon written notice, HCHRA may immediately suspend or cancel this Agreement in the event any of the following occur: (i) the City of Hopkins and the City of Minnetonka do not obtain anticipated funding for right-of-way acquisition costs payable by such cities pursuant to the Agreement For Right -of -Way Acquisition with the County of Hennepin; (ii) funding for this project is withdrawn, frozen, shut -down, is otherwise made unavailable; or (iii) HCHRA determines, in its sole discretion, that funding is, or has become, insufficient. G. Notwithstanding anything to the contrary, if this Agreement is cancelled by the HCHRA for any reason other than a material default by the HHRA and MEDA after notice and a 90 day opportunity to cure, the HCHRA shall be obligated to reimburse the HHRA and MEDA for all Project -related expenditures (up to the $3,000,000 not to exceed amount in Section 1) made in reliance on this Agreement. 17. Contract Administration. To coordinate the work or services of the HHRA and MEDA with the activities of the HCHRA so as to accomplish the purposes of this contract, Patrick Connoy, or his successor, shall manage this contract on behalf of the HCHRA and serve as liaison between the HCHRA and the HHRA and MEDA. Kersten 0 Elverum, or her successor, shall be the contact person for the HHRA. Julie Wischnack, or her successor, shall be the contact person for the MEDA. 18. Notices. Any notice or demand which must be given or made by a party under the terms of this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to the HCHRA shall be sent to the HCHRA Administrator with a copy to the originating Department at the address given in the opening paragraph of the Agreement. Notice to the MEDA shall be sent to the City Administrator at the address stated in the opening paragraph of the Agreement. Notices to the HHRA shall be sent to the Executive Director at the address stated in the opening paragraph of this Agreement. 19. Survival of Provisions. Provisions that by their nature are intended to survive the tern, cancellation or termination of this Agreement include but are not limited to: INDEPENDENT CONTRACTOR; INDEMNIFICATION; DATA PRACTICES; RECORDS-AVAILABILITY/ACCESS; DEFAULT AND CANCELLATION; and MINNESOTA LAW GOVERNS. 20. Minnesota Laws Govern. The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County of Hennepin, State of Minnesota. Litigation, however. in the federal courts involving the parties will be in the appropriate federal court within the State of Minnesota. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 21. Reporting. The HHRA and MEDA must provide a written narrative on a bi-amnual basis to the HCHRA describing the Project activities that have been completed in accordance with this Agreement. THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK 10 AUTHORITY BOARD AUTHORIZATION HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY STATE OF MINNESOTA Reviewed by the County Attorney's Office Date: APPROVED AS TO EXECUTION: By: Assistant County Attorney Date: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By: Chair And: Executive Director LIM ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MINNETONKA By: President And: Executive Director Date: Date: I Chair of Its Board Date: ATTEST: Deputy Clerk of County Board Date: By: Executive Director Date: By: Deputy Executive Director Date: ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MINNETONKA By: President And: Executive Director Date: Date: I � F � -� • ��� :,�a,•'•-�... �',.� �54�,3 � �ky,wt .�a��''�° •Y. ,'XI, v, r .�_. .aetr , 1 � ��t�'1... �.�,/1 '* T �,( lli♦Y- �r . .-. /`' �1fy: ;. ">Y: iii. "°;t - F ��^,: 1 i•�'a Pf ��'�i �r s n I _ t ,�F Henn. Co. 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