HomeMy WebLinkAbout07-144 - ADMIN Resolution - City Council - 2007/11/19•
CITY OF ST. LOUIS PARK
RESOLUTION NO. 07-144
RESOLUTION APPROVING EARLY START AGREEMENT BY AND BETWEEN
THE CITY AND PARK NICOLLET METHODIST HOSPITAL
BE IT RESOLVED by the City Council ("Council") of the City of St. Louis Park as
follows:
Section 1. Recitals.
1.01. The City of St. Louis Park (the "City") and the St. Louis Park Economic
Development Authority (the "Authority") have heretofore entered into a Purchase and
Redevelopment Contract (the "Contract") between the Authority, the City, United Properties
Investment LLC, and Park Nicollet Methodist Hospital ("Park Nicollet").
1.02. Pursuant to the Contract, the City will convey certain property legally described in
Exhibit A attached hereto (the "Redevelopment Property") to the Authority, and the Authority will
convey the Redevelopment Property to Park Nicollet for development as a medical facility.
1.03. Park Nicollet desires to enter the Redevelopment Property before the date of closing
on the conveyance of such property for the purpose of constructing utilities and undertaking
excavation, and requests that the City enter into an early start agreement with Park Nicollet ("Early
Start Agreement") for such purpose.
1.04. The City finds and determines that entering into the Early Start Agreement is in the
public interest because it will further the objectives of the Contract and allow for the timely
redevelopment of the Redevelopment Property.
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Section 2. Contract Approved.
2.01. The Council hereby approves the Early Start Agreement as presented to the Council,
orizes the Mayor and City Manager to execute such Early Start Agreement in substantially
on file with the City, subject to modifications that do not alter the substance of the
and are approved by such officials, provided that execution of the Early Start Agreement
cials is conclusive evidence of their approval.
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Adopted b ; City Council November 19, 2007
Mayor
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Resolution No. 07-144 -2-
Exhibit A
Redevelopment Property
That part of the following described property:
Parcel 1:
Block 1 and that part of Block 2 lying Southeasterly of the Southeasterly line of Belt Line
Boulevard. Also that part of Block 7 lying Northeasterly of the Northeasterly line of Monterey Dr.
Westmoreland Park, according to the recorded plat thereof, and situate in Hennepin County,
Minnesota.
Parcel 2:
That part of the Northeast Quarter of the Southwest Quarter of Section 6, Township 28, Range 24,
Hennepin County, Minnesota described as follows:
A tract of land 40 feet in width lying immediately north of and adjacent to the northerly lines of
Blocks 1 and 2, Westmoreland Park and lying easterly of the Southeasterly line of Belt Line
Boulevard.
Together with the following described vacated right-of-ways:
That part of the Northeast Quarter of the Southwest Quarter of Section 6, Township 28, Range 24,
Hennepin County, Minnesota described as follows:
A tract of land lying southeasterly of a line 40.00 feet northerly of, measured at a right angle to, and
parallel with the north line of Westmoreland Park, that lies easterly of the southeasterly line of Belt
Line Boulevard and westerly of the northerly extension of the easterly line of Block 1, said plat.
AND
That part of the Right-of-ways originally dedicated in the plat of Westmoreland Park, Hennepin
County, Minnesota described and follows:
That part of 36 1/2 Street which lies easterly of the northeasterly line of Monterey Drive and west of
the centerline of Natchez Avenue;
AND
That part of Ottawa Avenue, which lies northerly of the northeasterly line of Monterey Drive and
south of the north line of said plat;
AND
That part of Natchez Avenue, which lies northerly of the northeasterly line of Monterey Drive and
south of the north line of said plat;
® AND
The alley contained within Block 1 of said plat;
AND
Resolution No. 07-144 -3-
Those parts of the alleys contained within Block 2 of said plat lying easterly and southerly of the
southeasterly line of Belt Line Boulevard;
AND
That part of the alley contained within Block 7 of said plat lying northerly of the northeasterly line
of Monterey Drive.
Lying Northerly of the following described line:
Commencing at the Northeast corner of said Parcel 2; thence on an assumed bearing of South 00
degrees 26 minutes 06 seconds West, along the East line of said Parcel 2, being the East line of the
West 25 feet of Natchez Avenue, a distance of 511.87 feet to the point of beginning; thence North
86 degrees 07 minutes 16 seconds West a distance of 278.24 feet; thence North 79 degrees 14
minutes 15 seconds West a distance of 127.81 feet; thence North 66 degrees 00 minutes 34 seconds
West a distance of 104.21 feet to the Southeasterly right-of-way line of Belt Line Boulevard and
said line there terminating.
To be platted as:
Lot 1, Block 1, Melrose Institute
Resolution No. 07-144 -4-
EARLY START AGREEMENT
THIS AGREEMENT is made on this 19th day of November, 2007, by and between THE
CITY OF ST. LOUIS PARK, a Minnesota municipal corporation (the "City"), and PARK
NICOLLET METHODIST HOSPITAL, a Minnesota nonprofit corporation (the "Redeveloper").
RECITALS
WHEREAS, the St. Louis Park Economic Development Authority, the City, United
Properties Investment LLC and the Redeveloper have entered into a Purchase and Redevelopment
Contract dated as of September 4, 2007 (the "Contract") for the redevelopment of certain property in
the City described in Exhibit A hereto (the "Redevelopment Property"); and
WHEREAS, under the Contract, the City will transfer title to the Redevelopment Property,
on which property Redeveloper is obligated to construct certain improvements described in the
Contract as the "Minimum Improvements"; and
WHEREAS, Section 3.2 of the Contract contains certain conditions for conveyance of the
Redevelopment Property to Redeveloper, including the condition that the plat creating the
Redevelopment Property (Plat") must be filed of record with Hennepin County; and
WHEREAS, the Plat has not been filed of record and therefore a necessary condition of
conveyance of the Redevelopment Property has not been satisfied, but Redeveloper desires to
commence construction of the Minimum Improvements on the Redevelopment Property prior to the
transfer of title of such property to Redeveloper; and
WHEREAS, the parties now desire to enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and their mutual promises the parties
hereto hereby agree as follows:
1. Early Entry. The City hereby authorizes Redeveloper and its agents, employees,
contractors, and invitees to enter upon the Redevelopment Property for the sole purpose of
constructing utilities and undertaking excavation for the Minimum Improvements.
2. Indemnification of City. Redeveloper agrees to and shall indemnify, defend and
hold harmless the City, its agents, officers, and employees from and against any action, claim,
damage, liability, loss, cost or expense (including without limitation attorneys' fees and costs)
resulting from: (a) any liens which may be attached to the Redevelopment Property for labor or
materials provided by or at the request of Redeveloper; (b) injury to or death of persons; (c)
property damage; (d) any claim, damage, action, loss or destruction whatsoever caused by
Redeveloper's agents or contractors in connection with Redeveloper's entry onto the Redevelopment
Property pursuant to this Agreement; or (e) diminution in the value of the Redevelopment Property
in the event that for any reason Redeveloper does not purchase the Redevelopment Property.
3. Covenant by Redeveloper. Without limiting in any way the agreements of
Redeveloper contained in Section 2 above, Redeveloper hereby unconditionally covenants to the
City that (a) Redeveloper will promptly pay all amounts due for all labor and materials relating to
work undertaken upon the Redevelopment Property pursuant to this Agreement, and (b) if any
contractor or subcontractor shall file a mechanics lien against the Redevelopment Property in
connection with work undertaken pursuant to this Agreement, Redeveloper will, within five (5)
business days of the request of the City, deposit with the Hennepin District Court funds m an
amount sufficient to cause such lien to be released in accordance with applicable law.
Resolution No. 07-144 -5-
4. Insurance. Before commencing any work on the Redevelopment Property,
Redeveloper or its contractors shall furnish the City with certificates of insurance demonstrating that
Redeveloper or its contractors have obtained the insurance coverage required under the Contract and
showing the City as an additional named insured. Such certificates shall contain a statement that the
insurance coverage shall not be changed or canceled without at least thirty (30) days prior written
notice to the City. Certificates of insurance shall be signed by an authorized representative of each
insurer and all coverage shall be written on policy forms and by insurers acceptable to the City.
5. Governing Law. This Agreement shall be interpreted in accordance with and be
governed by the laws of the State of Minnesota.
6. Titles of Articles and Sections. Any titles of the several parts and sections of this
License Agreement are inserted for convenience of reference only and shall be disregarded in
construing and interpreting any of its provisions.
7. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute one and the same instrument.
8. Amendment. This License Agreement may be amended by the parties hereto only
by written instrument executed in accordance with the same procedures and formality followed for
the execution of this Agreement.
9. No Property Interest. The parties agree that this Agreement is personal to
Redeveloper and does not constitute an ownership interest or hen interest in the Redevelopment
Property. This Agreement is not saleable or assignable by Redeveloper.
10. No Estoppel. Redeveloper agrees that the City shall not be estopped by this
Agreement, nor any action taken by Redeveloper pursuant to this Agreement, from exercising any
rights granted to the City by the Contract.
11. Revocation. This Agreement shall be revocable upon 24 hours written notice by the
City to Redeveloper at any time prior to an actual conveyance of title of the Redevelopment
Property by the City to Redeveloper. In the event of such a revocation, under no circumstances
shall the City be deemed liable to Redeveloper. Redeveloper's obligations to indemnify the City
pursuant to Section 2 of this Agreement shall survive revocation, expiration, or other termination of
this Agreement.
12. Prior Agreement. Except as expressly provided herein, nothing in this Agreement
shall be construed to amend or supersede any term or provision of the Contract. Any default by
Redeveloper under this Agreement (subject to the cure periods described in Section 9.2 of the
Contract) will be an Event of Default under the Contract with respect to the Redevelopment
Property.
Resolution No. 07-144 -6-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed in their behalf by their authorized representatives on or as of the date first above written.
CITY OF ST. LOUIS PARK
By
Its Mayor
By
Its City Manager
Resolution No. 07-144 -7-
PARK NICOLLET METHODIST HOSPITAL
By
Its
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0
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Resolution No. 07-144 -8-
>EXI
Ji:
IT A
Redevelopment Property
That part of the following described property:
Parcel 1
Block 1 and that part of Block 2 lying Southeasterly of the Southeasterly line of Belt Line
Boulevard. Also that part of Block 7 lying Northeasterly of the Northeasterly line of
Monterey Dr. Westmoreland Park, according to the recorded plat thereof, and situate in
Hennepin County, Minnesota.
Parcel 2:
That part of the Northeast Quarter of the Southwest Quarter of Section 6, Township 28, Range
24, Hennepin County, Minnesota described as follows:
A tract of land 40 feet in width lying immediately north of and adjacent to the northerly lines
of Blocks 1 and 2, Westmoreland Park and lying easterly of the Southeasterly line of Belt
Line Boulevard.
Together with the following described vacated right-of-ways:
That part of the Northeast Quarter of the Southwest Quarter of Section 6, Township 28, Range
24, Hennepin County, Minnesota described as follows:
A tract of land lying southeasterly of a line 40.00 feet northerly of, measured at a right angle
to, and parallel with the north line of Westmoreland Park, that lies easterly of the
southeasterly line of Belt Line Boulevard and westerly of the northerly extension of the
easterly line of Block 1, said plat.
1
AND
That part of the Right-of-ways originally dedicated in the plat of Westmoreland Park,
Hennepin County, Minnesota described and follows:
That part of 36 1/2 Street which lies easterly of the northeasterly line of Monterey Drive and
west of the centerline of Natchez Avenue;
AND
That part of Ottawa Avenue, which lies northerly of the northeasterly line of Monterey Drive
and south of the north line of said plat;
AND
That part of Natchez Avenue, which lies northerly of the northeasterly line of Monterey Drive
and south of the north line of said plat;
41110 AND
The alley contained within Block 1 of said plat;
Resolution No. 07-144
AND
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Those parts of the alleys contained within Block 2 of said plat lying easterly and southerly of
the southeasterly line of Belt Line Boulevard;
AND
That part of the alley contained within Block 7 of said plat lying northerly of the northeasterly
line of Monterey Drive.
Lying Northerly of the following described line:
Commencing at the Northeast corner of said Parcel 2; thence on an assumed bearing of South
00 degrees 26 minutes 06 seconds West, along the East line of said Parcel 2, being the East
line of the West 25 feet of Natchez Avenue, a'distance of 511.87 feet to the point of
beginning; thence North 86 degrees 07 minutes 16 seconds West a distance of 278.24 feet;
thence North 79 degrees 14 minutes 15 seconds West a distance of 127.81 feet; thence North
66 degrees 00 minutes 34 seconds West a distance of 104.21 feet to the Southeasterly right-
of-way line of Belt Line Boulevard and said line there terminating.
To be platted as:
Lot 1, Block 1, Melrose Institute