CR 2012-132 (Agreement to Facilitate Acquisition of Land by Hopkikns Blake Retail, LLC From the MN Dept of transportation for the Knollwppd Crossings Development)CITY OF
CJI -91't
HOPKINS
October 31, 2012
Council Report 2012-132
AGREEMENT TO FACILITATE ACQUISITION OF LAND BY HOPKINS BLAKE
RETAIL, LLC FROM THE MINNESOTA DEPARTMENT OF TRANSPORTATION
FOR THE KNOLLWOOD CROSSINGS DEVELOPMENT
Proposed Action
Staff recommends adoption of the following motion: Move to approve Resolution 2012-
085 Approving Agreement to Facilitate Acquisition of Land by Hopkins Blake Retail, LLC
from the Minnesota Department of Transportation for the Knollwood Crossings
Development.
With this motion the agreement will be executed and the transfer of land will be
facilitated. It is understood that staff is authorized to make minor modifications to the
agreement that do not affect the overall intent.
Overview
Solomon Real Estate has proposed a redevelopment project that involves combining
three parcels located at the southeast corner of Blake Road and Highway 7, one of which
is owned by the Minnesota Department of Transportation (MnDOT). The MnDOT parcel
was acquired by the State of Minnesota for roadway purposes but is no longer needed.
To facilitate the project, the City of Hopkins must agree to take title to the MnDOT parcel
and transfer the ownership to the developer under the LLC of Hopkins Blake Retail.
The City Attorney drafted the agreement and reviewed environmental investigation
completed on the property and is satisfied that the transaction does not pose any
significant risk to the City.
Primary Issues to Consider
The City of Hopkins is acting as a conduit to facilitate the transfer of land from MnDOT to
Hopkins Blake Retail, LLC, and will remain in title only temporarily. The transaction has
been reviewed by the City Attorney.
Supporting Information
• F esolution 2012-085
•%Agreement 'acilitate'Transfer of Land
KerstenXiverum
Directo of Planning & Development
Financial Impact: $0 Budgeted. Y/N Source:
Related Documents (CIP, ERP, etc.):
Notes:
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2012-085
RESOLUTION APPROVING AGREEMENT TO FACILITATE
ACQUISITION OF LAND BY HOPKINS BLAKE RETAIL, LLC FROM THE
MINNESOTA DEPARTMENT OF TRANSPORTATION
FOR THE KNOLLWOOD CROSSINGS DEVELOPMENT
WHEREAS, the City Council of the City of Hopkins has approved the combination and
redevelopment of several parcels of real property located in the southeast corner of the
intersection of State Highway 7 and Blake Road for the construction of two 6,000 square foot
retail buildings and related improvements thereon by Hopkins Blake Retail, LLC, (the
"Developer"), such retail development project to be known as Knollwood Crossings (the
"Project").
WHEREAS, one of the parcels of real property to be acquired by the Developer for the Project
(the "MnDOT Parcel") is owned by the State of Minnesota and administered through the
Minnesota Department of Transporation ("MnDOT"). The MnDOT Parcel was acquired by the
State of Minnesota for state trunk highway purposes, but is no longer needed for such purposes.
WHEREAS, the Developer has negotiated with MnDOT to acquire the MnDOT Parcel for the
development of the Project and MnDOT has agreed to transfer the MnDOT parcel to Developer
for that purpose.
WHEREAS, pursuant to Minnesota Statutes 161.44, MnDOT must first transfer title to the
MnDOT Parcel to the City and may not transfer the MnDOT Parcel directly to Developer. The
City has agreed to facilitate the transfer of the MnDOT Parcel to Developer by accepting the
transfer of title to the MnDOT Parcel from the State of Minnesota followed by its immediate
conveyance to Developer.
WHEREAS, the City of Hopkins and the Developer have negotiated a proposed Agreement To
Facilitate Acquisition Of Land which provides that the City will facilitate the transfer of the
MnDOT Parcel to Developer by accepting the conveyance of the MnDOT Parcel and
immediately conveying the MnDOT Parcel to Developer.
WHEREAS, the Hopkins City Council finds that facilitating the transfer of the MnDOT Parcel to
the Developer on the terms and conditions stated in the Agreement To Facilitate Acquisition Of
Land is necessary to effect the transfer of the MnDOT Parcel from the State of Minnesota to
Developer and will facilitate the redevelopment and construction of the Project.
Hopcivil\HopkinsBlakeRetailResolution 1
THEREFORE, BE IT RESOLVED, that the City Council of the City of Hopkins hereby
approves the Agreement To Facilitate Acquisition Of Land between the City of Hopkins and
Hopkins Blake Retail, LLC, and authorizes the Mayor and City Manager to execute such
Agreement on behalf of the City and to execute and deliver all documents necessary to facilitate
the transfer of the MnDOT Parcel to the Developer in accordance with the terms thereof.
Adopted this day of November 2012
Eugene J. Maxwell, Mayor
Attest:
Kris Luedke, City Clerk
Hopcivil\HopkinsBIakeRetailResolution 2
AGREEMENT TO FACILITATE ACQUISITION OF LAND
This Agreement made and entered into this day of , 2012, by and
between the City of Hopkins, a municipal corporation under the laws of Minnesota ("City") and
Hopkins Blake Retail, LLC, a Minnesota limited liability company ("HBR").
Recitals
A. HBR is assembling several parcels of real property located in the southeast corner of
the intersection of State Highway #7 and Blake Road within the City of Hopkins for redevelopment
purposes (the "Project"). One of the parcels to be acquired by HBR for the Project is owned by the
State of Minnesota and is legally described in Exhibit A attached hereto (the "MnDOT Parcel"). The
MnDOT Parcel is administered by the Minnesota Department of Transportation for state trunk
highway purposes, but is no longer needed for such purposes.
B. HBR has requested that the City acquire the MnDOT Parcel from the State of
Minnesota in accordance with the provisions of Minn. Stat. 161.44. The City has submitted such a
request to MnDOT and has agreed to facilitate the acquisition and transfer of the MnDOT Parcel to
HBR upon the terms and conditions stated in this Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated in
and made a part of this Agreement, and other good and valuable consideration, the City and HBR
agree as follows:
1. Acquisition and Reconveyance of MnDOT Property. The City agrees to facilitate
the acquisition of the MnDOT Parcel by HBR upon the terms and conditions stated in this
Agreement. The City's obligation to acquire the MnDOT Parcel is subject to and contingent upon
HBR's compliance with all of the terms, covenants and conditions stated in this Agreement.
Immediately following acquisition of the MNDOT Parcel by the City, the City shall execute and
deliver to HBR and HBR shall accept, a quit claim deed in the form of Exhibit B attached hereto
("Quit Claim Deed") conveying the MnDOT Parcel to HBR. The City shall not acquire or hold title to
the MnDOT Parcel as City owned property, but shall only act as a facilitator of the conveyance of the
MnDOT Parcel to HBR.
2. Payment of Purchase Price to MnDOT. The total purchase price ("Purchase
Price") to be paid to MnDOT for the MnDOT Parcel is Seventy-two Thousand Seven Hundred
Dollars ($72,700.00) payable in cash or certified funds at the time of conveyance of the MnDOT
Parcel by MnDOT. The Purchase Price shall be deposited in escrow by HBR with Commercial
Partners Title, LLC (the "Title Company") to be paid to MnDOT at closing. At closing, the Title
Company shall remit the Purchase Price directly to MnDOT and the City shall accept conveyance of
the MnDOT Parcel from the State of Minnesota and shall immediately convey the MnDOT Parcel to
HBR. Upon City's acceptance of the conveyance of the MnDOT Parcel and delivery of the Quit
Claim Deed to HBR, HBR shall not under any circumstances be entitled to a return of the Purchase
Price.
3. Subdivision Approval. HBR shall be solely responsible for obtaining approval from
the City of St. Louis Park for the subdivision of that part of the MnDOT Parcel located in the City of
St. Louis Park from the existing registered land survey tract located within the City of St. Louis Park.
HBR shall be responsible for all fees, costs and expenses associated with such subdivision
approval and preparation of a registered land survey, and shall protect, indemnify and hold the City
harmless from all such costs, fees and expenses.
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Hopcivil\HopkinsBlakeRetail.MnDOTAcquisitionAgreement.10.31.12
4. Closing. The closing of the conveyance of the MNDot Parcel to HBR is subject and
contingent upon the satisfaction of the following conditions by HBR, all at its sole cost to and
expense, namely:
a. HBR shall have obtained final subdivision approval from the City of St. Louis Park.
b. The State of Minnesota shall be prepared to execute and deliver a Quit Claim Deed
conveying the MnDOT Parcel to the City.
The plat of Knollwood Crossings ("Plat") shall have received final approval, HBR
shall have complied with all terms and conditions of approval of the Plat and shall be
prepared to record the Plat simultaneously with the Quit Claim Deed.
d. HBR shall have acquired fee title to all of the real property included in the Plat, other
than the MnDOT Parcel, and shall have provided the City with evidence, in the form
of a current Commitment for Owner's Title Insurance or Pro forma Owner's Title
Insurance Policy approved by the City attorney, documenting that HBR holds title to
all such real property.
e. HBR shall have deposited the Purchase Price in escrow with the Title Company for
remittance to the State of Minnesota.
Upon HBR's satisfaction of the above conditions and receipt of the Quit Claim Deed from the
State of Minnesota, the City shall execute and deliver to HBR the Quit Claim Deed in the form
attached hereto as Exhibit B.
5. Payment of Acquisition and Closing Costs and Reimbursement of Expenses.
HBR shall be solely responsible for payment of all fees, costs and expenses (collectively "Costs"), of
whatever kind and nature, associated with acquisition of the MnDOT Parcel and its conveyance to
HBR and shall protect, indemnify and hold the City harmless from such Costs. The Costs to be paid
by HBR include, but are not limited to, all MnDOT or State of Minnesota fees and other Costs, all
Costs payable to the City of St. Louis Park or third parties in connection with subdivision approval
and all state deed tax, commitment fees, title insurance charges and premiums, closing fees,
recording costs and other costs associated with the acquisition of the MnDOT Parcel by HBR,
examination or correction of title and recording of deeds and other conveyancing documents. HBR
shall pay all real estate taxes, if any, payable with respect to the MnDOT Parcel whether due and
payable for years before or after the date of conveyance of the MnDOT Parcel to HBR. HBR shall
also reimburse the City for attorney's fees incurred by the City in connection with the negotiation of
this Agreement, acquisition of the MnDOT Parcel and closing of the transaction described in this
Agreement, such reimbursement to be due and payable as a condition of closing.
6. The City Makes No Representations And Warranties. The City is acting solely as
a conduit for the conveyance of the MnDOT Parcel by Quit Claim Deed between the State of
Minnesota and HBR and makes no representation as to the physical condition of or title to the
MnDOT Parcel. HBR acknowledges it is purchasing the MnDOT Parcel based only upon its own
investigation and inquiry and has not relied on any representation, statement or warranty by the City
or anyone acting on behalf of the City. HBR is acquiring the property in its "as is" and "where is"
condition without any recourse whatsoever to the City or any of its elected officials, agents,
representatives, employees or attorneys.
7. Hazardous Materials. The obligations of the City under this Agreement are subject
to and contingent upon HBR obtaining, at HBR's sole expense, a Phase I environmental
Hopcivil\HopkinsBlakeRetail.MnDOTAcquisitionAgreement.10.31.12
assessment ("Environmental Assessment") of the MnDOT Parcel, accompanied by a so-called
"reliance letter" addressed to the City from the environmental consultant who prepared the
Environmental Assessment, establishing to the satisfaction of the City that the City will not be
subject to any liability related to the presence of hazardous materials, substances or other
contaminants on the MnDOT Parcel as a result of accepting the conveyance thereof from the State
of Minnesota. HBR shall promptly deliver the Environmental Assessment and reliance letter to the
City. Within five (5) business days after receipt of the Environmental Assessment and reliance
letter, the City shall notify HBR of its approval or disapproval of the Environmental Assessment. If
the City disapproves of the Environmental Assessment, this Agreement shall be null and void and
neither party shall have any further obligations hereunder, provided that the obligations and
agreement of HBR stated in Section 9 of this Agreement shall survive the termination of this
Agreement. If the City fails to notify HBR of its disapproval of the Environmental Assessment within
such five (5) business day period, the City shall be deemed to have approved the Environmental
Assessment.
8. Acknowledgements of HBR. HBR acknowledges that it has been granted access
to the MnDOT Parcel, has inspected the MnDOT Parcel to the extent deemed necessary and
desirable and by consummating the transaction described in this Agreement HBR shall be deemed
to be satisfied with the condition thereof. HBR agrees and represents that HBR is purchasing the
MnDOT Parcel and will accept the MnDOT Parcel "as -is" without covenant, representations or
warranties, express or implied, by the City including without limitation, those of merchantability,
habitability or fitness for a particular purpose. HBR also acknowledges that prior to execution of this
Agreement it has satisfied itself as to title to the MnDOT Parcel. HBR represents and warrants to
the City that the individual executing this Agreement on its behalf has been duly authorized to do so
and to bind HBR to all of the terms and conditions of this Agreement.
9. Indemnification. HBR agrees to protect, indemnify, defend and hold the City and its
elected officials, agents, representatives, employees and attorneys harmless from and against any
all claims, demands, suits, actions, liabilities or other obligations, including reasonable attorney's
fees and costs incurred in the defense thereof, or whatever kind or nature arising or purportedly
arising out of this Agreement, the transactions described herein or the acquisition and ownership of
the MnDOT Parcel.
10. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when executed shall be deemed an original with all such counterparts taken together
shall constitute one and the same instrument. Facsimile or email (PDF format) transmission of
executed copies of this Agreement to the following email addresses or facsimile numbers shall be
deemed due and proper delivery, namely:
If to HBR: Email Address: Steve Johnson
Anthony J. Gleekel
Facsimile: Hopkins Blake Retail, LLC
Anthony J. Gleekel
It to City Email Address: Kersten Elverum
Jeremy S. Steiner
Facsimile: City of Hopkins
Jeremy S. Steiner
Steve. Johnson (a-)_solomonre.com
TonyGleekel@siegelbrill.com
952-974-9300
612-339-6591
kelverum(cD_hopkinsmn.com
4steiner(a?steinercurtiss.com
952-935-1834
952-938-7670
11. Notices. Any notice, request or other communication required or provided to be
given under this Agreement or any Amendment thereto shall be in writing and shall be deemed to be
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Hopcivil\HopkinsBlakeRetail.MnDOTAcquisitionAgreement.10.31.12
duly given when delivered personally to an officer or manager of HBR or to the City Manager of the
City, or the next business day after deposit with a reputable delivery service such as UPS overnight
or Federal Express guaranteeing next -day delivery or two (2) business days after having been
mailed by first class United States Mail, postage prepaid, addressed as follows:
To HBR: Hopkins Blake Retail, LLC
1508 Welland Avenue
Minnetonka, MN 55305
Attn: Steven Johnson
With a copy to: Anthony J. Gleekel
Siegel Brill, P.A.
100 Washington Avenue South
Suite 1300
Minneapolis, MN 55401
To City: City of Hopkins
1010 First Street South
Hopkins, MN 55343
Attn: City Manager
With a copy to: Jeremy S. Steiner
Steiner & Curtiss, P.A.
400 Wells Fargo Bank Building
1011 First Street South
Hopkins, MN 55343
Any party may change its address for notice purposes upon ten (10) days notice to the other party in
the manner required by this Section 11.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
CITY OF HOPKINS
By:
Eugene Maxwell, Mayor
M
By:
Michael Mornson, City Manager
HOPKINS BLAKE RETAIL, LLC
Steve Johnson, Secretary
4
Hopcivil\HopkinsBlakeRetail.MnDOTAcquisitionAgreement.10.31.12
EXHIBIT "A"
LEGAL DESCRIPTION
Hopcivil\HopkinsBlakeRetail.MnDOTAccuisitionAgreement.10.31.12
EXHIBIT "B"
(Reserved for Recording Data)
STATE DEED TAX DUE HEREON: $
Dated:
2012
FOR VALUABLE CONSIDERATION, the CITY OF HOPKINS, a Minnesota municipal
corporation, Grantor, hereby conveys and quit claims to the HOPKINS BLAKE RETAIL, LLC, a
Minnesota limited liability company, Grantee, real property in Hennepin County, Minnesota,
legally described as follows:
See Exhibit "A" attached hereto and made a part hereof by reference.
together with all hereditaments and appurtenances belonging thereto, subject to the following
exceptions: None
THE GRANTOR CERTIFIES THAT THE GRANTOR DOES NOT KNOW OF ANY WELLS ON THE DESCRIBED
REAL PROPERTY.
CITY OF HOPKINS
IS
By:
Eugene Maxwell, Mayor
Michael Mornson, City Manager
C-1
Hopcivil\HopkinsBlakeRetail.MnDOTAcquisitionAgreement.10.31.12
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
, 2012, by Eugene Maxwell and Michael Mornson, respectively the Mayor
and City Manager of the City of Hopkins, a Minnesota municipal corporation, on its behalf.
Notary Public
Tax Statements for the real property
described in this instrument should be sent to:
Hopkins Blake Retail, LLC
1508 Welland Avenue
Minnetonka, Minnesota 55305
THIS INSTRUMENT WAS DRAFTED BY:
Siegel Brill, P.A.
100 Washington Avenue South
Suite 1300
Minneapolis, MN 55401
612-337-6100
Hopcivil\HopkinsBlakeRetail.MnDOTAcquisitionAgreement.10.31.12
EXHIBIT "A"
TO
QUIT CLAIM DEED
Hopcivil\HopkinsBlakeRetail.MnDOTAccuisitionAgreement.10.31.12