ITEM 3.7 Riverview LandingOtsezo
MINNESOTA-
CI
DEPARTMENT INFORMATION
Request for
City Council Action
ORIGINATING DEPARTMENT
REQUESTOR: MEETING DATE:
Legal
Andy MacArthur, City Attorney October 9, 2017
PRESENTER(s)
REVIEWED BY: ITEM #:
Consent Agenda
City Administrator/Finance Director 3.7
Flaherty
AGENDA ITEM DETAILS
RECOMMENDATION:
City staff recommends that the Council approve the attached Assignment and Release Agreement as
presented.
ARE YOU SEEKING APPROVAL OF A CONTRACT?
IS A PUBLIC HEARING REQUIRED?
Yes
No
BACKGROUND/JUSTIFICATION:
The City has previously approved a Development Agreement with Guardian Angels as Riverview Landing,
Inc. regarding the approved Plat of Riverview Landing.
The City has also approved TIF financing for the project as well as conduit bonding. The property was
originally purchased by 521 Land Company, LLC, a subsidiary entity of Guardian Angels. Due to
technicalities with the bond financing the property, is now being conveyed to Evans Park, Inc. instead of
Riverview Landing, Inc., which was the originally intended Guardian Angels entity. In the course of
discussions regarding the pending closing on the property and the bond funding, Guardian Angels has
determined that they will pay off all of the special assessments on the property prior to closing, which is
acknowledged in the proposed agreement. The Agreement further assigns the Development Incentive
Payments from 521 Land Company to Evans Park, Inc.
It is necessary to approve this Assignment and Release at this meeting since the exchange of documents
and closing will occur in the next two days after this Council meeting.
SUPPORTING DOCUMENTS ATTACHED:
• Assignment and Release Agreement.
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motion to approve Assignment and Release Agreement between the City of Otsego, 521 Land Company,
LLC and Evans Park, Inc. dated October 10, 2017.
BUDGET INFORMATION
FUNDING: BUDGETED:
N/A
ASSIGNMENT AND RELEASE AGREEMENT
THIS ASSIGNMENT AND RELEASE AGREEMENT ("Agreement") is made and
entered into as of October 10, 2017 (the "Effective Date"), among 521 LAND COMPANY,
LLC, a Minnesota limited liability company ("521 Land"), EVANS PARK, INC., a Minnesota
nonprofit corporation ("Evans Park") and the CITY OF OTSEGO, MINNESOTA, a
Minnesota municipal corporation (the "City").
RECITALS
A. Land Funding 1, LLC, a Minnesota limited liability company and the City entered into
that certain Development Agreement Waterfront East Third Addition dated October 9,
2007, recorded with the Recorder for Wright County, Minnesota as Document No.
Al 101096 (the "Development Agreement") related to the real property described in the
Plat of Otsego Waterfront East Third Addition ("Initial Development Property").
B. 521 Land has subsequently replatted portions of the Initial Development Property in the
Plat of Guardian Angels Riverview Landing (the "Plat") (the property described on the
Plat is herein referred to as the "Riverview Landing Property").
C. 521 Land will retain ownership of Outlot F of the Plat, and contemporaneously with the
filing of the Plat convey Lot 1, Block 1, of the Plat to Evans Park, and convey Outlots A,
B, C, D and E of the Plat to the City.
D. GCI CAPITAL, INC., a Minnesota corporation ("GCI") and the City entered into
that certain Agreement dated June 29, 2011, recorded June 30, 2011, with the Recorder for
Wright County, Minnesota as Document No. Al 178736 (the "Agreement").
E. The Agreement was entered into, in part, to modify certain provisions of the
Development Agreement concerning (a) the application and payment of Special
Assessments on the Initial Development Property and other land (the "Special
Assessments") and (b) the City's payment of Incentive Payments as improvements are
completed on the Initial Development Property and other land ("Incentive Payments").
F. GCI assigned to 521 Land, and 521 Land assumed from GCI, the obligation to pay the
Special Assessments attributed to the Riverview Landing Property (the "Riverview
Landing Assessments") pursuant to that certain Assumption of Special Assessments
Agreement dated June 30, 2016 recorded with the Recorder for Wright County,
Minnesota, as Document No. A1318086 (the "Assumption"), and subsequent to the
Assumption, the Riverview Landing Assessments have been paid in full.
G. GCI further assigned its right to receive the Incentive Payment attributed to the
Riverview Landing Property (the "Riverview Landing Incentive Payment") by
Assignment of Incentive Payment dated June 20, 2016 between GCI and 521 Land, and
consented to by the City (the "Assignment").
H. 521 Land, the City and Evans Park have agreed to permit the further assignment of the
Riverview Landing Incentive Payment, and the City has agreed to release the Riverview
Landing Property from the provisions of the Development Agreement and acknowledge
payment of the Riverview Landing Assessments, all as more fully set forth below.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Recitals. All Recitals stated above are hereby incorporated into and made a part
of this Assignment.
2. Acknowledgement of Payment of Riverview Landing Assessments. The City
acknowledges that the Riverview Landing Assessment have been paid in full, and that as of the
date hereof, there are no levied or pending special assessments attributable to the Riverview
Landing Property.
3. Assignment of Riverview Landing Incentive Payments. 521 Land does hereby
transfer and assign to Evans Park the Riverview Landing Incentive Payment in the sum of
$465,026.50. The City herby consents to such assignment and agrees that the Riverview
Landing Incentive Payment shall all be applied to Lot 1, Block 1, Guardian Angels
Riverview Landing and paid to Evans Park upon completion of the improvements in
accordance with the Plans on file at the office of the City for the project identified in that
certain Development Agreement of Guardian Angels Riverview Landing — Lot 1, Block 1
between the City and Evans Park being recorded contemporaneously herewith,
notwithstanding any agreement to the contrary contained in the Agreement, the Assignment
or the Assumption.
4. Release of Development Agreement. The City hereby releases the Riverview
Landing Property from the Development Agreement.
5. Counterparts. This Assumption may be executed in any number of counterparts,
each of which may be construed as an original, and together constitute one and the same
document.
2
IN WITNESS WHEREOF, the undersigned has made this instrument effective as of the
day and year first above written.
CITY:
CITY OF OTSEGO, MINNESOTA
Jessica Stockamp, Mayor
Tami Loff, City Clerk
STATE OF MINNESOTA )
)ss.
COUNTY OF WRIGHT )
The foregoing instrument was acknowledged before me this _ day of October, 2017, by
Jessica Stockamp, Mayor, and Tami Loff, City Clerk, of City of Otsego, Minnesota, a Minnesota
municipal corporation.
Notary Public
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and
year first above written.
521 LAND COMPANY, LLC,
a Minnesota limited liability company
IN
STATE OF MINNESOTA )
) ss
COUNTY OF WRIGHT )
Daniel C. Dixon, Its Chief Manager
The foregoing instrument was acknowledged before me this _ day of October, 2017,
by Daniel C. Dixon, the Chief Manager of 521 Land Company, LLC, a Minnesota limited
liability company.
Notary Public
rd
IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and
year first above written.
EVANS PARK, INC.
Daniel C. Dixon, its President
STATE OF MINNESOTA )
)ss.
COUNTY OF WRIGHT )
The foregoing instrument was acknowledged before me this _ day of October, 2017, by
Daniel C. Dixon, the President of Evans Park, Inc., a Minnesota nonprofit corporation.
Notary Public
DRAFTED BY:
MESSERLI & KRAMER P.A.
100 South Fifth Street, Suite 1400
Minneapolis, Minnesota 55402
Phone: (612) 672-3600
1524322.5