HomeMy WebLinkAbout9A, City - County Joint Powers Agreement for TCAAP WREN HILLS
Request for Council Action 9A
Prepared By: Patrick Klaers, City Administrator Council Meeting Date: November 26, 2012
City—County Joint Powers Agreement for TCAAP
Budgeted Amount: Actual Amount: Funding Source:
N/A N/A N/A
Recommendation:
Approve the Joint Powers Agreement for the Redevelopment of the Twin Cities Army Ammunition Plant.
Supporting Documents:
1. Memorandum dated November 26, 2012, from Patrick Klaers, City Administrator.
2. Proposed JPA,red-lined version.
3. Proposed JPA, clean version.
4. Amended Offer to Purchase Agreement between Ramsey County and General Services
Administration.
,!Tt
,- DVEEN HILLS
MEMORANDUM
DATE: November 26, 2012
TO: Honorable Mayor and Councilmembers
FROM: Patrick Klaers, City Administrator
SUBJECT: Proposed Joint Powers Agreement for the Redevelopment of the Twin Cities
Army Ammunition Plant
Requested Action
Approve the Joint Powers Agreement for the Redevelopment of the Twin Cities Army
Ammunition Plant(TCAAP).
Background
The City Council has met to discuss the proposed City-County Joint Powers Agreement(JPA)
for the TCAAP site at a work session on October 29, 2012, a regular meeting on November 13,
2012, and a work session on November 19, 2012. At each meeting, the City Council provided
feedback which was incorporated into subsequent drafts. The attached red-lined and clean
copies of the JPA incorporate the City Council's November 19 comments.
The Ramsey County Board of Commissioners is expected to consider the proposed JPA and the
amended Offer to Purchase (attached) at its November 27, 2012 meeting.
Staff Recommendation
Approve the Joint Powers Agreement for the Redevelopment of the Twin Cities Army
Ammunition Plant.
Attachments
A. Proposed JPA, red-lined version
B. Proposed JPA, clean version
C. Amended Offer to Purchase Agreement between Ramsey County and General Services
Administration
City of Arden Hills
City Council Meeting November 26, 2012
Page 1 of 1
Attachment
Proposed TCAAP Joint
Powers Agreement,
red-lined version
November 26, 2012, City Council Meeting
DRAFT COPY 11/821/12
JOINT POWERS AGREEMENT
FOR THE REDEVELOPMENT OF THE TWIN CITIES ARMY AMMUNITION PLANT
By and Between
THE CITY OF
ARDEN HILLS, MINNESOTA
and
THE COUNTY OF RAMSEY
STATE OF MINNESOTA
Dated as of: 92012
This document was drafted by:
KENNEDY & GRAVEN, Chartered (MTN)
470 US Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
Telephone: (612) 337-9300
409894v9L1 MTN AR200-13
TABLE OF CONTENTS
PREAMBLE ............................................................................................................................. 1
ARTICLE I
Definitions
Section1.1. Definitions...........................................................................................................3
ARTICLE II
Joint Development Authority
Section2.1. Authorization......................................................................................................6
Section 2.2. General Purpose..................................................................................................6
Section 2.3. Joint Development Authority..............................................................................6
ARTICLE III
TCAAP Master Plan
Section 3.1. Development of the AUAR and the TCAAP Master Plan;
GeneralRequirements....................................................................................... 11
Section 3.2. Elements of TCAAP Master Plan..................................................................... I I
Section 3.3. Amendment of the TCAAP Master Plan.......................................................... 14
Section 3.4. County Implementation Responsibilities.......................................................... 14
Section 3.5. City Implementation Responsibilities............................................................... 15
Section 3.6. Joint Responsibilities........................................................................................ 16
Section 3.7. Cost Allocation; Cost Recovery........................................................................ 16
Section 3.8. Development Site Cost Recovery Process........................................................ 17
Section 3.9. Additional Cost Recovery................................................................................. 17
ARTICLE IV
Liability
Section 4.1. Responsibility for Risks and Liabilities............................................................ 19
Section4.2 Insurance........................................................................................................... 19
Section 4.3. Liability Insurance............................................................................................ 19
Section 4.4. Worker's Compensation Insurance................................................................... 19
Section4.5. Requirements....................................................................................................20
ARTICLE V
Default and Termination
Section 5.1. Events of Default Defined ................................................................................21
Section 5.2. Remedies on Default.........................................................................................21
Section 5.3. No Remedy Exclusive.......................................................................................21
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Section 5.4. No Additional Waiver Implied by One Waiver................................................21
Section 5.5. Termination; Additional Term..........................................................................21
Section 5.6. City Option to Purchase Upon Termination.....................................................22
Section 5.7. County Option Upon Termination....................................................................22
Section 5.8. Winding Up JDA Activities..............................................................................22
ARTICLE VI
Additional Provisions
Section 6.1. Conflict of Interests...........................................................................................24
Section 6.2. Equal Employment Opportunity.......................................................................24
Section 6.3. Data Practices; Open Meeting ..........................................................................24
Section 6.4. Titles of Articles and Sections..........................................................................24
Section 6.5. Notices and Demands .......................................................................................24
Section6.6. Severability.......................................................................................................24
Section6.7. Enforcement......................................................................................................25
Section6.8. Construction......................................................................................................25
Section6.9. Entire Agreement..............................................................................................25
Section6.10. Counterparts......................................................................................................25
Section 6.11. Recording 25
Section 6.12. Representations of the Parties...........................................................................25
SCHEDULE A Depiction of TCAAP Site/Legal Description
SCHEDULE B Elements of TCAAP Master Plan
SCHEDULE C JDA Development Application Process
SCHEDULE D JDA Fee Schedule
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JOINT POWERS AGREEMENT
FOR
THE REDEVELOPMENT OF THE TWIN CITIES ARMY AMMUNITION PLANT
THIS JOINT POWERS AGREEMENT (the "Joint Agreement" or the "JPA") is made
and entered into as of the day of , 2012, by and between the City of
Arden Hills, a Minnesota municipal corporation (the "City") and the County of Ramsey, a
political subdivision under the laws of Minnesota(the"County").
RECITALS
A. The County of Ramsey(the "County") is the Purchaser under that certain Offer to
Purchase, as Amended (the "OTP"), by and between the County and the United States of
America, by the General Services Administration, as Seller ("GSA"), for a portion of the real
property located in the City of Arden Hills (the "City") commonly referred to as the Twin Cities
Army Ammunition Plant ("TCAAP"). (The real property which is the subject of the OTP
contains approximately 48437 acres of land and is referred to in this Joint Agreement as the
"TCAAP Site"). The purpose of County for purchasing the TCAAP Site is to facilitate the clean
up of existing environmental contamination, elimination of blight and the redevelopment of the
TCAAP Site for new development pursuant to the TCAAP Master Plan, as defined below.
B. Portions of the TCAAP Site contain environmental contamination as more fully
described in existing environmental reports (the "Contamination"). The OTP provides for
remediation of the Contamination pursuant to a lease from GSA to County (the "Lease"l. At the
closing of the sale and purchase as provided in the OTP, GSA will convey to County ownership
of fee title to the land, and related improvements, of the TCAAP Site that is not contaminated
(the "Initial Conveyance"), and will lease to County the contaminated portions of the TCAAP
Site (the "Lease Site"). Pursuant to the Lease, County will undertake and complete within the
time period as agreed to by and between County and GSA, which is currently contemplated to be
at least three years, the remediation of the Contamination to a level sufficient to permit
redevelopment on the Lease Site (the "County Remediation" and "Developer Remediation" as
defined hereafter). Conveyance of ownership of good and marketable fee simple title to the
entire TCAAP Site to County will take place when the County Remediation is finished (the
"Final Conveyance").
C. The TCAAP Site also contains buildings and other improvements that are no
longer useable, are blighting influences, and need to be removed for the TCAAP Site to be fully
redeveloped (the"County Site Clearance" and "Developer Site Clearance" as defined herein).
D. The "New Development" (as defined ''e! described in these Recitals and
defined in Section 1.1 below) requires signif cant investment by County to purchase the TCAAP
Site and complete the County Remediation and County Site Clearance,sifie investment by
City to work with County to develop and implement the redevelopment plans to guide the New
Development, and significant investment in public infrastructure by City and County pursuant to
the TCAAP Master Plan (as defined below).
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E. County and City (collectively the "Parties", individually a "Party") desire and
intend that redevelopment of the TCAAP Site take place to remediate and eliminate blighting
conditions and to make possible and result in significant amounts of New Development to
provide employment opportunities, improve the tax base, and improve the general economy of
the City, the local community and Ramsey County as a whole. The New Development will
include the a4leeation by the Parties of the construction and Tina ein of necessary off-site and
on-site transportation improvements such as the Spine Road, as well as internal streets, water and
sanitary and storm sewer and other public facilities and other public and private 'utilities and
improvements to be located on the TCAAP Site ( "City Public Improvements" and County
Public Improvements", collectively, the "Public Improvements" as defined in Section 1.1). The
Parties will develop plans to provide for a mix of residential, commercial, light industrial and
other uses utilizing the Public Improvements (collectively, the Public Improvements and the uses
proposed for the TCAAP Site comprise the "New Development"). The plans guiding the type of
land uses, density, location and timing of implementation of the components of the New
Development comprise the"TCAAP Master Plan", as further described belowin Section 1.1).
F. The New Development will take place within the City. The New Development
will require the participation of City to complete environmental review for the TCAAP Site as
required by law, by means of a process described as alternative urban areawide review
("AUAR"), and application of the City's statutorily mandated planning and zoning authority to
develop the TCAAP Master Plan. City will be required to implement its allocated portion of the
Public Improvements on the TCAAP Site in a timely manner as identified in the TCAAP Master
Plan, aandand as provided below The effective and beneficial land use planning and
guiding of the New Development, consistent with state statutes and regulations, City's
comprehensive plan, zoning code and other applicable ordinances, and the ability to recapture
City costs incurred in providing its allocated responsibilities for the Public Improvements to
serve the TCAAP Site are matters of great interest and importance to City.
G. The Parties recognize that their cooperation and collaboration are critical for
accomplishing the New Development in a manner that is a timely, cost-effective and efficient
use of public resources in order to—a benefit the City, other local communities and Ramsey
County as a whole.
H. The Parties intend to exercise their respective authority granted by Minnesota
Statutes § 471.59 (the "JPA Act") to establish a joint powers board to be named the "Joint
Development Authority" (the "JDA") or such other name as the Parties may determine. The
Parties intend that the JDA shall be a governmental entity of the State which is authorized to
exercise to the extent permitted by the JPA Act, the general laws of the State of Minnesota , and
Laws 2009, Chapter 88, §16 applicable to the TCAAP Site, the common powers of each Party
for the redevelopment of the TCAAP Site as a governmental entity of the State. These powers
include, but are not limited to, remediation of contamination and elimination of blight,
infrastructure construction and financing, comprehensive planning and zoning, and
redevelopment and economic development.
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Therefore, Be It Resolved by the Parties, that this Joint Agreement is made and agreed to
as follows:
ARTICLE I
DEFINITIONS
Section I.I. Definitions. Unless the context requires otherwise, for the purpose of this
Agreement, the terms defined in this section shall have the meanings specified:
Agreement means this Joint Powers Agreement as it may be amended, and the "Joint
Agreement" or the"JPA".
Alternative urban areawide review ("AUAR") means the environmental review for the
TCAAP Site required by law and to be prepared by City as the responsible governmental unit
(the"RGU"), which will guide the development and implementation of the TCAAP Master Plan.
to finanee the i I1I lJttl1V11 .
City means the City of Arden Hills, a political subdivision of the State of Minnesota.
City Investment means the expenditures by the City necessary to undertake its identified
responsibilities in support of the New Development, including, but not limited to, preparation of
the AUAR and TCAAP Master Plan and construction of the City Public Improvements.
City Public Improvements means construction by the City of the trunk or sub-trunk water
mains, storm and sanitary sewerT new pnvate utilities- and other public amenities identified
deser-ibedas the City's direct responsibility, and the City's allocated responsibilities for Shared
Public Improvements in the TCAAP Master Plan, ,,,e , needed for the New
Development.
Commencement Date means January 1, 2013 for the implementation of this Joint
Agreement, or such other date as the Parties shall mutually agree.
County means the County of Ramsey, a political subdivision of the State of Minnesota.
County Investment means the expenditures by the County necessary to undertake its
identified responsibilities in support of the New Development, including, but not limited to,
County Remediation, County Site Clearance, and-County Public Improvements, initial survey
and plat of the TCAAP Site and operations of the JDA.
County Public Improvements means survey and plat of the TCAAP Site, construction by
the County of the Spine Road;; initial survey and plat of the TCAAP Site; off site transportation
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improvements--a-ad; associated private utilities—and; relocation of existing private utilities}
maintenance of County Public Improvements; and possible relocation of all or nart of the
Groundwater Treatment Infrastructure on the TCAAP Site,-all as described in Section 3.4.
County Remediation means the preeess of addressingCount a a ctions to resolve the
environmental contamination on the TCAAP Sit consistent with the
requirements of the OTP and the Lease with the GSA.
County Site Clearance means the removal by County of buildings and other
improvements that are no longer useable, are blighting influences, and/or need to be removed for
the TCAAP Site to be fully redeveloped pursuant to the TCAAP Master Plan, to b
aeee pis a�the Getinly consistent with the requirements of the OTP and the Lease with the
GSA.
Developer Installed Improvements means the improvements desc+bed in Seetie
3:- ?within or serving a Development Site including trunk and sub-trunk water mains, storm
and sanitary sewer new Private Utilities, streets, trails, parks and—other identified public
amenities within or serving a Development Site constructed by a developer as described in a
_.
development agreement approved by the JDA pursuant to the TCAAP Master Plan
Developer Remediation means the proce emoval by a developer of aa— g any
remaining environmental contamination on a Development Site consistent with the requirements
of the Minnesota Pollution Control Agency's ("MPCA") Voluntary Investigation and Cleanup
Program ("VIC Program") pursuant to a response action plan ("RAP") approved by the MPCA;
and any applicable County Remediation ("RAP-), in order for the
Development Site to be fully redeveloped pursuant to the TCAAP Master Plan by a
Deyeleperthe developer.
Developer Site Clearance means the removal by a developer of any remaining buildings
and other improvements that are no longer useable, are blighting influences, and/or need to be
removed for a Development Site to be fully redeveloped pursuant to the TCAAP Master Plan by
a Developer, and consistent with any applicable County Site Clearance, or response action plan
("RAP").
Development Site means a parcel (or parcels) of land on the TCAAP Site identified in the
TCAAP Master Plan for location of the New Development as approved by the JDA.
Groundwater Treatment Infrastructure means the network of monitoring wells,
underground pipes and treatment plant necessary for remediation of groundwater contamination
on and under the TCAAP Site.
Market Study means the study to be prepared by the County designed to account for
market considerations and assist the Parties to forecast the need and desirability of the elements
of the New Development, which will guide the development and implementation of the TCAAP
Master Plan.
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New Development means off-site and on-site transportation improvements as well as
internal streets, water and sanitary and storm sewer—and} other public facilities and Private
Utilities (as defined in this Section) and related improvements (collectively the "Public
Improvements" as defined in this Section) designed to support, and the approved mix of
commercial, industrial and residential development authorized by the TCAAP Master Plan in a
development agreement.
Parties or a Party means the City and County collectively or individually.
Plan Amendment means the process identified in Section 33-.63.3 required to amend the
TCAAP Master Plan.
Private Utilities means telephone cable satellite gas and electric service available on
the TCAAP Site necessary to serve a Development Site.
Public Improvements means the construction and financing of necessary off-site and on-
site transportation improvements, as well as internal streets, water and sanitary and storm sewer
and other public facilities and other public and private utilities and improvements to be located
on the TCAAP Site and to be constructed by the City and County as described hereinin this
Agreement.
Shared Public Improvements means the design; and construction and finanein of the
TCAAP Site regional storm water retention pond system to be developed as part of the Public
Improvements, the cost of which shall be shared by the Parties: and any other public
infrastructure improvements determined by the Parties to require, or be appropriate for, shared
responsibility.
TCAAP means the Twin Cities Army Ammunition Plant.
TCAAP Joint Development Authority means the joint development agency ("JDA"
created by the Parties to develop and implement the TCAAP Master Plan.
TCAAP Master Plan means the plans, official controls and map guiding the density,
location and timing of implementation of the components of the New Development on the
TCAAP Site, as further defined in the Recitals above and Article III below of this Joint
Agreement.
TCAAP Site means the real property which is the subject of this Joint Agreement and
which contains approximately 439437 acres of land where the New Development is proposed, as
depicted on attached Exhibit A.
Term means the Initial Term of this Joint Agreement ending in 2038 as provided in
Section 5.5 of this Joint Agreement; and any Additional Term as defined therein
(The remainder of this page left intentionally blank)
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ARTICLE II
JOINT DEVELOPMENT AUTHORITY
Section 2.1. Authorization. City and County each certify that the authority to enter into
this Joint Agreement has been established by a resolution approved by the governing body of
each Party. This Joint Agreement is effective as of the date first stated above in the caption of
this Joint Agreement and shall continue in force until modified or terminated by the Parties as
provided herein.
Section 2.2. General Purpose. Pursuant to the authority of the Joint Powers Act, the
Parties desire and intend that the redevelopment of the TCAAP Site take place to remediate and
eliminate blighting conditions and to make possible and result in signif e-ant
ametintsimnlementation of new development ( the "New Development'' as fiiA er- defi a
below). The New Development will inelude the alloeation by the Pal4ies of the eonstruetion
streets, water- and sanitafy and stofm sewer and other- 1--ilklies and other publie an-,
m €mThe-rccrcrcT will rdevelop to provide—for--u'--mix-vi-residential, ev,.,me:..� ,
light industrial and Othef uses utilizing the Publie impr-ovements (eolleetively, the Pii
impr-ovements and the e tiles proposed for- the TG A A A Site eo ise the "New D e ..ent!>
defined in Section 1.1 The plans guiding the type, density, location and timing of implementation
of the components of the New Development comprise the "TCAAP Master Plan", as further
described in this Joint Agreement. The goals of the New Development are to redevelop the
TCAAP Site to provide employment opportunities, improve the tax base, and improve the
general economy of the City, the local community and Ramsey County as a whole.
Section 2.3. Joint Development Authority. Pursuant to the authority of the Joint Powers
Act and this Joint Agreement, the Parties hereby create a joint powers board titled the TCAAP
Joint Development Authority (the "JDA"). The purpose of the JDA is to exercise to the extent
permitted by the Joint Powers Act and the general laws of the State, the authority found in Laws
2009, Chapter 88, §16 applicable to the TCAAP Site and the common powers of each 2 e
Parties for the redevelopment of the TCAAP Site. These activities to be conducted under this
authority include, but are not limited to, environmental remediation, elimination of blight,
infrastructure construction and financing, comprehensive planning and zoning, and economic
development and redevelopment.
2.3.1. JDA Board Membership. The JDA Board shall consist of five (5)
members appointed as provided in this Section(also "the"Board"). Each Party shall appoint two
(2) members from its respective governing body. City shall also appoint to the Board a suitable
non-elected official member to serve as the Chair of the JDA Board. City Board members shall
be residents of the City at the time of annointment and maintain residency during their term. The
term of each member shall be a two (2) year term, t each member's's .-lecte c-
;n*°a *° : of^ Each Party may determine in its discretion the length of service of its
6
respective Board members. In the case of a vacancy on the Board of a member from either Party,
that Party shall appoint a new member to fill the respective vacancy for the remainder of that
term. Each member shall serve until their successor is appointed and qualified as provided by
each Party. Each member shall serve without compensation; however each Party may determine
whether to pay per diem to their respective members pursuant to their own policy and
procedures.
2.3.2. JDA Board General Authority. The JDA Board shall have the general
authority as described in this Section:
a. The JDA Board shall . „lly eleet „ Viee Chair-to se in the absence „r
the Chain Vice Chair shall be a member appointed by the County.
b. The JDA Board shall adopt its own bylaws and rules of procedure to
govern its activities and guide the setting, holding and cancellation of meetings. The
Board may appoint committees or sub-committees. The Board shall meet monthly at
such times and places as determined by the Board and as provided in its bylaws or rules
of procedure, but shall not meet at times of regularly scheduled meetings of the Ramsey
County Board or Arden Hills City Council unless agreed to by the Parties. Special
meetings may be called by the Chair or any two other members. The JDA shall keep
minutes of all proceedings. A majority of all the members shall constitute a quorum. A
simple majority vote of the members present at a meeting with a valid quorum shall be
required for the JDA to take action, unless otherwise provided in this Joint Agreement or
by law. All meetings of the JDA, its committees and sub-committees shall be governed
by the Open Meeting Law and the Data Practices Act.
C. Each member of the JDA Board shall have one vote.
d. Each Party may also name an alternate appointee to serve in the capacity
as a substitute for any member appointee of that Party (and who meets the qualifications
for membership on the Board), in the event a member appointee is unable to attend a
scheduled meeting of the JDA or any committee or subcommittee thereof. Such
substitute appointee shall also have the right to vote on any action requiring a vote of the
member appointee, including all substantive as well as procedural actions, when
performing as a substitute for a regular member.
2.3.3. Finances. Each Party will be responsible for payInents out of their
respective budgets fc-- 'T-c ° ,• «gin staff costs, as well as any per die t, nditures for
those staff to assist in implementing the JPA until the JDA commences operations. Upon
approval of this Agreement, County shall fund the expenses of the JDA, including
reimbursement of purchased services pursuant to Section 2.3.4.2. Consistent with its policies,
County shall serve as the fiscal manager/agent for the JDA and assist in setting up such accounts
as necessary for the JDA to conduct its activities ("Fiscal Agent"), as provided below and as
shown on attached Schedule E.
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2.3.3.1. The JDA may establish independent JDA bank accounts, to
be managed by the Fiscal Agent, into which all revenue receipts generated by and
belonging to the JDA, including the Annual Gentfibutieft by the Gotint5 and those
proceeds which the Parties may authorize to be borrowed as interfund loans, shall be
deposited intact to the credit of such JDA accounts.
2.3.3.2. No disbursements shall be made from such accounts
except by check or Electronic Funds Transfer (EFT), nor unless a verified claim for
services and/or commodities actually rendered or delivered has been submitted to and
approved for payment by the JDA.
2.3.3.3. No disbursements shall be made from such accounts for non-JDA
expenses and purposes. Payment and disbursement of funds by check or withdrawal shall
require the signatures of the Chair of the JDA and the individual designated by the
County to assist in JDA fiscal matters, which shall be the Director of Finance or
designee.
2.3.3.4. Revenue collected by the JDA shall be paid to the Parties as
described in Section 3.7.
2.3.4. Annual Budget. Dw4ngthe jDA's initial stai4 up operations, eaeh P i4
will be responsible for-pa�anents out of their-r-espeetive budgets fef their- own staff Oests, as
as any per-them and other expenditufes for these staffl. County shall fund the initial and ongoing
bThe JDA shall prepare an annual budget and submit it to the Parties as provided in this
section.
2.3.4.1. With the first annual budget request and in subsequent years, the
JDA shall each year prior to May 1, and in ____a____*`___ with the Parties' bttdget p!
proms;l prepare an annual operations budget that estimates funding required by the JDA
to conduct its business over the next calendar year. The JDA shall coordinate its budget
r�with the Parties' budget planning process Prior to September 1 of each year, the
JDA shall, after its review and approval, submit the annual budget to the City and
County. The budget shall be substantially balanced. The budget shall follow the format
as established by the JDA after consultation with the City Finance Director and the
County Director of Budget a Finance, and at a minimum provide the following
information:
(1) Estimated Revenues, divided as follows:
a. Any Grant monies,private, State or Federal
b. Revenues from JDA Application fees
c. Revenues from JDA Permit fees
d. Gontfi utieMContributions from Qt-yCounty
e. Gentr-ib;Aten fiom rCounty Reserves
g_f. Developer escrow/fees
hg. Miscellaneous revenues
8
(2) Estimated Expenditures, divided as follows
a. Personnel services
b. Contracts Services
i. Legal
ii. Engineering
iii. Fiscal/Audit, including the Fiscal Agent
iv. Planning
v. Administrative
C. Services other than personnel or consultants
d. Supplies and materials
C. Office administration, e.g., phones, supplies
f. Capital Outlay (incl. Office and Building rent if applicable,
equipment such as phones and computers)
g. Payment of invoices for Gity and County investment
pur-suantservices to the Cost " ° Fofm '° JDA provided i-n
c° �bv a Party.
h. Miscellaneous expenditures
2.3.4.2. The Parties may determine that a service or services as described
above are available from a Party and direct the JDA to purchase such service from that
Party at that Party's cost, with payment to be made by the JDA from its authorized funds
as stated in the approved budget.
2.3.4.3. The proposed annual jDA budget proposed by the JDA shall be
reviewed and transmitted to the Parties Each Party shall review,provide comments to the
JDA and the other Partv and approve the annual budget. The proposed JDA annual
budget a roved by the Parties whose � e:sio.-s (arr_„.__.,)pursuant to this process
shall be reported back to the JDA by November 15 (preceding the ensuing calendar/fiscal
year). Thereafter the JDA shall adopt and implement the budget approved by the Parties.
The annual budget may be amended consistent with the process described in this Section.
2.3.4.4. The JDA may incur expenses and make expenditures that may be
necessary to the effectuation of its purposes and powers, in conformance with the
statutory requirements applicable to contracting and purchasing practices of the Parties,
the approved annual budget and this Joint Agreement.
2.3.4.5. The JDA shall develop a reimbursement policy including
payment priority for payment to the Parties of allocated fee or other income described in
this Agreement The policy shall provide for monthly reimbursement to the Parties.
2.3.5. Taxes. The JDA itself shall not levy taxes, issue bonds or independently
borrow money, and it shall not approve any claims or incur any obligations for expenditures
unless there is unencumbered cash in the appropriate JDA accounts described herein, to the
credit of the JDA with which to pay the same, or as otherwise approved by the Parties. Any
sufplus in r-eventies over the eaPerating expenses of m n a assoeiated etiV ties
9
dese-fibed under- this joii# Agr-eefnent, may be t-r-ansfeffed by the jDA to the Par-ties as pro
hereafter- in Seetion 3.8. However-, suTltts ay r-emain in the eontr_-ol of the
jA,unexpended revenues in excess of the approved budget may remain deposited in JDA
accounts and reported annually in the subsequent year's budget submission.
2.3.6. Interfund Loans. Notwithstanding the prohibition against independent
borrowing, the JDA may borrow money from the Parties in the form of interfund loans to the
extent that such loans are not made from dedicated funds or from funds or monies otherwise
encumbered, subject to the mutual consent and approval of the Parties, and subject to the terms
and conditions of repayment agreed to by the Parties.
2.3.7. Personnel. Unless otherwise approved by the Parties, the staff of the JDA
shall be the City Administrator and the County Manager, or their designees. Each Party may
also designate additional staffing as it deems appropriate or as requested by the JDA. The JDA
may hire consultants including independent legal• engineering, planning and development
consultants to assist in the development of the TCAAP Master Plan and amendments and
revisions thereto, preparation of financing plans, marketing plans, developer proposals, the
marketing and sale of Development Sites pursuant to the RFP process described in Section 3.2.4,
and other matters which address growth and development on the TCAAP Site.
2.3.8. Reports. The JDA shall prepare an annual report at the end of each
calendar/fiscal year and submit such report to the Parties not later than February 15 of the
succeeding calendar/fiscal year. The JDA shall also prepare and present to federal and state
officials such reports and audits as may be required by law, regulation, or contract.
2.3.9. Public Process. The JDA shall develop-extensive mechanisms for public
involvement in any planning or review process, including the preparation and approval of the
TCAAP Master Plan and approval of development agreements. All public meetings and
hearings shall be conducted as required by law. The JDA shall take into consideration the
concerns, issues and desires of each Party's governing body in on-going planning initiatives,
discussions and process.
2.3.10. Other Authority. The JDA shall have such other authority under the
general laws of Minnesota to carry out its purposes unless otherwise determined by the Parties.
Where deemed by the Parties to be more convenient, the authority of the JDA may be exercised
by the more appropriate Party.
2.3.11. Dispute Resolution. The Parties shall use good faith to attempt to resolve
any dispute. Upon agreement, the Parties may also use any available dispute resolution process.
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ARTICLE III
TCAAP MASTER PLAN
Section 3.1. Development of the AUAR and the TCAAP Master Plan; General
Requirements. The TCAAP Master Plan will provide for development phasing, taking into
account market considerations as well as the financing and investment needs and capacity of
County as the purchaser of the TCAAP Site, County's obligations to complete the County
Remediation and County Site Clearance, survey and plat of the TCAAP Site and the financial
commitment of both Parties for the Public Improvements. City will prepare the AUAR in
conjunction with the preparation of the TCAAP Master Plan, as provided in this Article III,
including the hiring of any planning and engineering or other consultants it deems reasonably
necessary to prepare the AUAR and the TCAAP Master Plan. The City will exert its best efforts
to complete the AUAR within eighteen (18) months of the effective date of this Joint Agreement,
and to complete the TCAAP Master Plan within six (6)months of the adoption of the AUAR, but
not later than twenty-four (24) months of the effective date of this Joint Agreement for
completion of the AUAR and the Master Plan. The JDA and County shall have the ability to
review and comment during the preparation of the AUAR and Master Plan.
3.1.1. City Development Standards. The Parties will work cooperatively to
assure that the City's development standards and goals expressed in its comprehensive plan and
zoning code, as each may be amended, are incorporated into the TCAAP Master Plan to enable
the JDA to proceed with timely development of the TCAAP Site thfough the Development Sit
pr-eeess deseribed speeifiea4ly in Seetions 3.2.2 thfough 3.2.6 below and generally in this Aftiele
m—and-other-wise „, nt to this joint as provided in this Agreement. The Parties
recognize that upon purchase of the TCAAP Site andC ,. -nay desire to purs,�c d(,-vr 1r%-not
f Tevc1or.- ant Site prior to completion of all the County Remediation and the adoption of the
TCAAP Master Plan Getinty may desire to pur-sue development of a Development Site an
, . It is in the interest of the Parties for redevelopment of TCAAP to occur timely and
responsively to market demand,, ,,may. As a result in-development of a Development Site(s)
may occur before completion of the TCAAP Master Plan to the extent there are roads and public
utilities available to serve the selected Development Site. In such event the Parties and JDA will
proceed in accordance with this Joint Agreement to the extent feasible, However,
the Parties agree that the City comprehensive plan-and.,zoning ordinance and city review process
as required by statute shall guide and control such proposed development pending completion of
the TCAAP Master Plan.
3.1.2. Approval of TCAAP Master Plan. The JDA shall recommend to the
Parties a public process for consideration of the Master Plan prior to final approval by the
Parties. Upon presentation of the TCAAP Master Plan as prepared pursuant to this Article III, the
Parties shall review, comment, suggest revisions and reasonably exercise their discretion to
approve the TCAAP Master Plan in a timely manner. The TCAAP Master Plan shall be approved
by means of a resolution of each Party's governing body prior-to its implementation by the JD^_
The JDA shall implement the TCAAP Master Plan as approved by the Parties.
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Section 3.2. Elements of TCAAP Master Plan. The City shall direct its staff and
consultants to prepare the TCAAP Master Plan at City expense. The TCAAP Master Plan shall
specify the planning requirements for the TCAAP Site consistent with the City's current
approved comprehensive plan and official controls in the zoning code, and as such may be
amended}in conjunction with the TCAAP Master Plan as it is initially developed.
3.2.1. Planning Elements. The TCAAP Master Plan shall include the following
planning elements and as further provided in Schedule B:
a. Definition of the public engagement process;
b. Land Use Component;
C. Circulation and Movement Component;
d. Utilities Component;
e. Environmental Remediation Component;
f. Parks and Open Space Component;
g. Implementation Plan; and
h. Regulatory Plan
Upon adoption by the Parties, the TCAAP Master Plan shall be an element of the City's
approved comprehensive plan, and the City shall take all necessary actions to conform zoning
code provisions applicable to the TCAAP Site to the TCAAP Master Plan.
3.2.2 Implementation Authority. Except as otherwise provided under this Joint
Agreement, the JDA shall apply the TCAAP Master Plan and serve as the "governing body" for
purposes of the implementation of the applicable sections of Minnesota Statutes §§ 462.357 —
462.365 with reference to developer initiated requests pursuant to the RFP process for approval
of the redevelopment of a Development Site. The TCAAP Master Plan shall incorporate the
planning and zoning authority of the City authorized by Minnesota Statutes §§ 462.357-462.358
and implement that authority as follows:
a. Provide for development phasing, taking into account market
considerations as well as the financing and investment needs and capacity of County as
the purchaser of the TCAAP Site, County's obligations to complete the County
Remediation and County Site Clearance, and the financial commitment of the Parties for
the Public Improvements.
b. The use of planned unit development (PUD) authority to implement
development of the permitted uses described in the Master Plan;
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C. Dedication of land for public rights of way, public and private utility
easements and park dedication;
d. Subdivision of the TCAAP Site and the platting of parcels and lots
consistent with the requirements of general law and the policies and procedures of the
Ramsey County Recorder and Registrar of Titles;
C. The use of development agreements to embody the conditions of approval
of development and the implementation of New Development on Development Sites;
3.2.3. Fees. The JDA is authorized to impose the customary fees used by City in
its redevelopment activities. The JDA will develop a fee schedule and implement the fee
schedule subsequent to approval by the Parties (Schedule Dl.
3.2.3.1. Pursuant to Minnesota Statutes Section 462.353, the JDA may
prescribe fees sufficient to defray the costs incurred by it in reviewing and investigating
an application for a permit or other approval required under an official control established
pursuant to the TCAAP Master Plan and this Joint Agreement. The JDA may charge the
applicant for direct costs relating to professional services provided during the review,
approval and inspection of the project-, nosed development and may require the
applicant to establish an escrow account or other financial security for the purpose of
reimbursing the JDA for those costs. Such fees or fee schedule must be established by
resolution of the Board subsequent to approval by the Parties, and be fair, reasonable, and
proportionate and have a nexus to the actual cost of the service for which the fee is
imposed. The fee schedule shall contain the elements described at Schedule D.
3.2.3.2. The JDA may exercise the authority in Minnesota Statutes
Chapter 444 to develop and implement the Public Improvements necessary to serve the
New Development, including but not limited to implementing a system of charges
authorized therein to develop and maintain the Public Improvements. Such authority may
also be exercised by the City on behalf of the JDA if the Parties determine it is more
appropriate to do so.
3.2.3.3. The JDA may exercise the authority in Minnesota Statutes
Chapter 429 to specially assess for the Public Improvements necessary to serve the New
Development. Such authority may also be exercised by the City on behalf of the JDA if
the Parties determine it is more appropriate to do so.
3.2.4. RFP Process. The JDA will implement a developer RFP process to
facilitate development of each Development Site. Upon recommendation by staff and
consultants that the proposed developer and its pr-ojeet development is in substantial
conformance with the TCAAP Master Plan, the JDA will approve the respective project, and
communicate its decision to the developer and the Parties.
3.2.5. Approval of Development Agreements. The JDA shall review and finally
approve all development agreements for a Development Site which are consistent with the
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TCAAP Master Plan. The JDA shall develop a process for review of development applications
eensistent *''which will include elements listed in Schedule C.
3.2.6. City and County Responsibilities. Upon approval of a development
agreement, the Parties shall consider such approval and take all actions necessary to implement
the approved development agreement.
3.2.6.1. County will take all actions necessary and convenient to
sell the respective parcel of land with good and marketable title.
3.2.6.2. City will take all actions necessary to conduct and complete
any additional approval process identified by the JDA as necessary or appropriate to
implement the development agreement.
Section 3.3. Amendment of the TCAAP Master Plan. The Parties recognize that the
passage of time, market forces and other applicable, but unforeseen events may require future
amendments to the TCAAP Master Plan. Depending on the facts and issues relevant at that time,
a proposed amendment could be either a major or minor amendment of the TCAAP Master Plan.
In the event the Parties or the JDA believe that the TCAAP Master Plan should be amended to
implement the New Development, such amendment shall be referred to the City and County for
review and comment and for determination of whether the proposed amendment is a major or
minor amendment.
3.3.1. Major Amendment. A major amendment is a proposed amendment which
requires City to amend its comprehensive plan. If City finds that its comprehensive plan does not
currently permit such amendment, City shall determine whether to amend its comprehensive plan
with respect to the TCAAP Site to implement the proposed amendment, and consult with County
on its decision. Thereafter, if City amends its comprehensive plan to implement the proposed
amendment, the proposed amendment shall be considered by Count,-€ *� �' oT-
County approva , the. The TCAAP Master Plan as proposed amendmentto be amended shall be
adopted into the TCAAP "` + - P?a::unon County and City annroval.
3.3.2. Minor Amendment. A minor amendment does not involve an amendment
to City's comprehensive plan, but relates to issues including but not limited to the location of
public infrastructure or public amenities proposed to serve a Development Site; a change in
location or density within a Development Site or other similar modification deemed desirable by
the JDA to implement the New Development. The JDA shall recommend such minor
amendment to the Parties, and if approved by the Parties, the TCAAP Master Plan shall be
modified consistent with the approved amendment.
Section 3.4. County Implementation Responsibilities. County will complete its
obligations and responsibilities to assist in the implementation of the TCAAP Master Plan as
described in this Section 3.4.
3.4.1. Acquisition of TCAAP Site. County will acquire the TCAAP Site and be
responsible for completing the County Remediation within the time period established in the
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OTP. County will use its own resources and seek and obtain resources from other agencies and
entities to fund the County Remediation. The County Remediation will take place in an orderly
manner and will be pursued to completion pursuant to the OTP and the Lease. Subsequent to
acquisition of the TCAAP Site County will complete an initial survey and plat of the TCAAP
Site.
3.4.2. County Site Clearance. County is responsible for causing the County Site
Clearance to take place, using its own resources and any other resources that may become
available through the development process. County Site Clearance will take place in a phased,
orderly manner, consistent with the TCAAP Master Plan. County may elect to expedite the
County Site Clearance, and will use its good faith efforts to complete the County Site Clearance
in accordance with the goals for the phasing and timing thereof set out in the TCAAP Master
Plan, or upon agreement of the Parties if the Master Plan has not then been approved by the
Parties.
3.4.3. County Public Improvements. County will construct the Spine Road at
County expense and coordinate the relocation and installation of private utilities (the "County
Public Improvements") with City's installation of trunk utilities as part of its allocated elements
of the Public Improvements. The TCAAP Master Plan will provide further specificity as to the
desired schedule and goals for completing the respective elements of the Public Improvements
described therein.
3.4.3.1. County will not require City participation in County's annual
maintenance plan for County Public Improvements on the TCAAP Site.
3.4.3.2. County shall be responsible for implementation of any proposed
changes to the Groundwater Treatment Infrastructure required for the construction of City
Improvements.
3.4.4. Off-site Transportation Improvements• Private Utilities. County has the
responsibility for causing the off-site transportation improvements and associated private utilities
element of the Public Improvements to be constructed. It is the Parties'- he intent that the Public
Improvements be constructed in accordance with a desired schedule and goal for completion set
forth in the TCAAP Master Plan, and that in all instances to be timely constructed and phased to
provide adequate transportation facilities for the New Development as it occurs.
3.4.5. Maintenance Plan. County will develop and implement a maintenance
plan for its elements of the Public Improvements.
3.4.6. County Remediation. County will complete the County Remediation as
described in the OTP and Lease.
3.4.7. County Survey and Plat County shall be responsible for the timely
preparation of a survey and initial plat of the TCAAP Site for the implementation of the TCAAP
Master Plan.
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Section 3.5. City Implementation Responsibilities. City will complete its obligations and
responsibilities to assist in the implementation of the TCAAP Master Plan as described in this
Section 13.5 and this Agreement.
3.5.1. AUAR. City has the legal authority as the responsible governmental unit
("RGU"), and finanei 1 .1''1'4" for the development of the AUAR. City will coordinate
the results of the AUAR with the Market Study and City's comprehensive plan and the
devel^r,,.,°r* e4m order to develop the TCAAP Master Plan in guide the New
Development as outline will be provided in the TCAAP Master Plan. City will exert its best
efforts to complete the AUAR within eighteen (18) months of the effective date of this Joint
Agreement, and to complete the TCAAP Master Plan within six (6) months of the adoption of
the AUAR, but not later than twenty-four (24) months of the effective date of this Joint
Agreement for completion of the AUAR and the Master Plan.
3.5.2. City Public Improvements. City has responsibility for the construction of
the City Public Improvements. City- shall ethe oversight authority to insure that
Remediation, Site Glear-anee, developer- installed impy-ovements stieh as water mains, stom a
sanitary , i ri aidentified,t+l;tie and other- identif eu.1 uuv l, amenities element of the D„b,l;
"Developer »
and , °,.tive development agreement. It is the Parties' intent that theCity and County
Public Improvements, and Developer Installed Improvements bare constructed in accordance
with a desifed schedule and goal f „^m„letias in set forth in th,-TCAAP Master Plante amain
all instanees to be in order that such improvements are timely constructed and phased to provide
adequate utilities for the New Development as it occurs. However, unless otherwise agreed to by
the Parties, the City will not construct the trunk and sub-trunk water mains, storm and sanitary
sewer elements of the City Public Improvements unless thesothe costs can be charged to a
developer pursuant to the City's petition process.
3.5.3. Code Enforcement; Development Review Process. T4ie-City has the legal
authority and responsibility for building code enforcement and sfteon the TCAAP Site. City will
assign staff to oversee the JDA development monitoring as „r^ ,idea in the TCAAP ::Taster
Xanreview process to assure development is in accordance with the teffns of the TG^ A D TiT.,�t�
Plan and the TDA RRFP proeess f developing Deyel r t Sites described b development
agreement approved by the JDA pursuant to the JDA development review process described in
Schedule C City's costs for oversight of the JDA review process and enforcement of approved
development agreements will be reimbursed by the JDA from development fees described in
Schedule D.
Section 3.6. Joint Responsibilities. The Parties will complete their joint obligations and
responsibilities in a timely manner. Where deemeddetermined by the Parties to be more
appropriate, the authority necessary for the redevelopment of the TCAAP Site as provided in this
Joint Agreement may be exercised by the more appropriate Party as determined by the Parties.
3.6.1. Legislative Authority. The Parties will jointly request legislative bonding
authority or other financing for the off-site transportation improvements as agreed upon by the
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Parties, and other initiatives with the Legislature deemed necessary for implementation of the
TCAAP Master Plan, including the construction of the County and City Public Improvements.
The Parties shall agree on a reasonable allocation of such funds to the City and County
Improvements.
3.6.2. Coordination of Public Improvements. The Parties will coordinate the
timing of the Public Improvements which are their separate responsibility to facilitate the staged
redevelopment of the TCAAP Site pursuant to the TCAAP Master Plan. Each Party, with review
and comment by the other Party, may elect to construct public improvements in advance of any
identification of a Development Site or Sites. The Parties shall determine whether land for
public amenities such as parks and trails shall first be dedicated by the County, or dedicated by
developers as the New Development is implemented. The Parties will recover their costs when
New Development takes place to the maximum extent feasible pursuant to Section 3.7.
Section 3.7. Cost Allocation; Cost Recovery. The Parties will be undertaking activities
in support of the New Development and operations of the JDA which will require e-i=
public financial investment. It is the intent of the Parties that their respective investment be
recovered to the maximum extent feasible (respectively "County Investment" and "City
Investment" as defined in Section 1.1). The Parties will determine the respective cost allocation
for the Shared Public Improvements, including the storm water pond retention system currently
considered a likely requirement for the New Development.
3.7.1. County Cost Recovery. The County will recover the County Investment
for the acquisition of the TCAAP Site, County Site Clearance, County Remediation, County
Public Improvements, Off-site Transportation Improvements and the operations of the JDA
primarily through the sale of land on the TCAAP Site. Not with standin;,,:N_�otwithstanding the
schedule and goals stated in the TCAAP Master Plan, unless otherwise agreed to by the Parties,
the County Public Improvements shall be constructed when a Development Site is approved by
the JDA, sold by County to the selected Developer, and the selected Developer agrees to
financially participate in the extension of the respective County Public Improvements.
3.7.2. City Cost Recovery. City shall recover the City Investment for the trunk
utilities and sub-trunk utilities (serving a Development Site), eaeh elements of the City Public
Improvements, and the preparation of the AUAR and TCAAP Master Plan.
3.7.2.1. City shall recover the City Investment for the trunk utilities and
sub-trunk utilities when a Development Site is approved by the JDA, and the selected Developer
agrees to financially participate in the extension of the respective City Public Improvements
pursuant to City's petition process.
3.7.2.2. City shall recover the cost of the preparation of the AUAR and
TCAAP Master Plan through a fee or surcharge on building permits or other approvals issued by
City for the New Development as further described in Section 3.7.3 below.
3.7.2.3. Other City costs for serving Development Sites, including other
public infrastructure such as parks, shall be recovered by City pursuant to a development fee
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structure as described at Schedule D. The development fees shall be imposed by the JDA on
developers pursuant to approved development agreements; special assessments; and park
dedication fees as may be necessary for a Development Site.
3.7.2.4. City shall retain all fees for services relating to building permit
and code enforcement activities performed on the TCAAP Site, as well as park dedication fees
imposed by the JDA...
3.7.2.5. Not with stand nnNotwithstanding the schedule and goals stated
in the TCAAP Master Plan, unless otherwise agreed to by the Parties, the trunk utility and sub-
trunk utilities elements of the City Public Improvements serving a Development Site shall be
constructed when a Development Site is approved by the JDA, and the selected Developer agrees
to financially participate in the extension of the respective City Public Improvements.
3.7.3. City Cost Recovery Formula. City shall develop an equitable formula for
the purpose of recovering the City Investment for the cost of the preparation of the AUAR and
TCAAP Master Plan. The formula shall be applied to a Development Site and may be
determined by City as follows: (i) on a per acre basis of a Development Site compared to the
developable acreage of the TCAAP Site; (ii) a per acre basis on classes of land uses on the
TCAAP Site or a Development Site; (iii) the value of the proposed development on a
Development Site; (iv) or other reasonable formula (the "Cost Recovery Formula"). The Cost
Recovery Formula may be a fee or surcharge attached to the building permit or other approval
issued by City for a Development Site, and collected by City as part of the building permit
review process.
Section 3.8. Development Site Cost Recovery Process. The JDA shall impose
the usual and customary development fees for a Development Site as provided in Section 3.2.3,
and as described at Schedule D. Such fees shall be used by the JDA to pay the costs of the
development review process;} purchase services from the Parties or consultants necessary and
convenient for the review of Development RFPs and applications for Development Sites; and the
drafting of development agreements for a Development Site.
Section 3.9. Additional Cost Recovery. The Parties shall determine a reasonable method
to distribute any funds generated by the redevelopment of the TCAAP site which are not
specifically allocated as provided in this Section.
3.9.1. Non-Allocated Costs. Each Party shall be responsible for its respective
costs and expenses not otherwise specifically allocated in this Joint Agreement, including but not
limited to costs incurred in the preparation of this Joint Agreement, or costs for any other
agreements or documents determined by the Parties to be necessary and convenient as the Parties
move forward to implement this Joint Agreement.
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ARTICLE IV
LIABILITY
Section 4.1. Responsibility for Risks and Liabilities. Each Party shall be liable for its
torts and the torts of its employees, agents and consultants in undertaking its respective
individual responsibilities as described in this Joint Agreement. Notwithstanding any language
to the contrary in this Joint Agreement, the Parties agree that liability arising out of the activities
of the JDA and the Parties shall be subject to the requirements of Minnesota Statutes Section
471.59, subdivision lab., as it may be amended.
Section 4.2. Insurance. The Parties intend that the JDA be insured for its tort liability
and general liability as a joint powers board. The Parties shall coordinate the insurance coverage
and carriers, and allocate such responsibility pursuant to advice from its carriers, or as
determined by its self-insurance advisors as the case may be. The costs of sueh ' e shall
be split based on the ratio established by the Anntial Gentr-ibtiti insurance for the JDA shall be
the responsibility of County. The JDA shall be insured as follows:
4.2.1. Comprehensive general liability insurance with limits against bodily injury
and property damage of not less than $1,500,000 for each occurrence.
4.2.1. Workers' Compensation insurance providing statutorily required coverage.
4.2.3. Each Party shall primarily insure its staff assigned to the JDA and be
primarily liable for injuries to its employee(s) while performing duties on behalf of the
JDA.
4.2.4. The Parties intend that to the extent JDA activities take place on property
owned or controlled by a Party, the JDA shall assume primary liability for injuries or
death to any person, or any property damage that may occur.
4.2.4. At such time as the JDA may be authorized by the Parties to hire and retain
employees, the JDA shall procure insurance as required by this Article and become
primarily liable for injuries to and the tort liability of such employees.
Section 4.3. Liability Insurance. Any costs for insurance by the Parties for their
respective coverage as a member of the JDA shall be the responsibility of that Party. Each Party
agrees that it shall, at its own expense, carry and maintain in full force and effect during the
Initial Term and any Additional Term of this Joint Agreement (as Term and Additional Term are
defined in Section 5.5 below) comprehensive public liability insurance, including personal injury
liability coverage, in amounts which meet or exceed the maximum liability limits per claim or
any number of claims per occurrence under Minnesota Statute Section 466.04, Laws of
Minnesota 2012 or as thereafter amended, to address that Party's liability arising out of its
respective activities under this Joint Agreement.
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Section 4.4. Worker's Compensation Insurance. Each Party shall, at its own expense,
obtain and maintain in full force and effect during the Initial Term and any Additional Term of
this Joint Agreement worker's compensation insurance providing statutorily required coverage
for any and all of its employees that it assigns to work for or on behalf of the JDA.
Section 4.5. Requirements. All insurance required by this Section shall be taken out and
maintained in responsible insurance companies authorized under the laws of the State of
Minnesota to assume the risks covered thereby. Upon request, each Party will deposit annually
with the other party policies evidencing all such insurance or a certificate or certificates or
binders of the respective insurers stating that such insurance is in full force and effect. Unless
otherwise provided in this Article IV of this Joint Agreement, each policy shall contain a
provision that the insurer shall not cancel or modify it in such a way as to reduce the coverage
provided below the amounts required herein without giving written notice to the Parties at least
thirty (30) days before the cancellation or modification becomes effective. In lieu of separate
policies, a Party may maintain a single policy, blanket or umbrella policies, or a combination
thereof, having the coverage required herein, in which event the Party shall deposit with the
other Party a certificate or certificates of the respective insurers as to the amount of coverage in
force.
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ARTICLE V
DEFAULT AND TERMINATION
Section 5.1. Events of Default Defined. The following shall be "Events of Default"
under this Joint Agreement and the term "Event of Default" shall mean, whenever it is used in
this Joint Agreement (unless the context otherwise provides), any failure by any Party to observe
or perform any other covenant, condition, obligation or agreement on its part to be observed or
performed hereunder, or under the terms of this Joint Agreement.
Section 5.2. Remedies on Default. Whenever any Event of Default referred to in Section
5.1 of this Joint Agreement occurs, the non-defaulting Party may exercise its rights under this
Section 5.2 after providing thirty days written notice to the defaulting Party of the Event of
Default, but only if the Event of Default has not been cured within said thirty days or, if the
Event of Default is by its nature incurable within thirty days, the defaulting Party does not
provide assurances reasonably satisfactory to the non-defaulting Party that the Event of Default
will be cured and will be cured as soon as reasonably possible:
a. Suspend its performance under the Agreement until it receives assurances
that the defaulting Party will cure its default and continue its performance under the
Agreement.
b. Take whatever action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement, or to enforce performance and observance of any obligation, agreement, or
covenant under this Agreement.
Section 5.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Parties is intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle a Party to exercise any
remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be
required in this Article V.
Section 5.4. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Joint Agreement should be breached by either Party and thereafter waived by
the other Party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
Section 5.5. Termination; Additional Term. Upon establishment of the JDA, this Joint
Agreement may only be terminated by mutual agreement of the Parties prior to December 31,
2038 (the "Initial Term"). Thereafter, unless terminated by either Party (a "Terminating Party")
22
upon one calendar year prior notice (the "Notice of Termination"), the Joint Agreement shall
automatically renew for a new term (or terms) of five (5) years (each an"Additional Term").
Section 5.6. City Option to Purchase Upon Termination. If County is the Terminating
Party, City shall have the option to purchase any then undeveloped area of the TCAAP Site at the
then fair market value of such land. The Parties may each exchange a certified appraisal of the
value of such land, with the final fair market value to be determined by adding the two appraisal
values together and dividing such figure in half(the"Land Option Value"). City shall have 180
days from the Notice of Termination within which to determine to exercise this option, and an
additional 180 days thereafter to close on such sale.
5.6.1. County Public Improvements. If County has not yet completed any
element of the County Public Improvements, the Parties shall determine the value of such work
by securing two engineering estimates with the final value to be determined by adding the two
values together and dividing such figure in half (the "County Improvements Option Value").
County shall pay such value to City within 180 days of closing on the sale of the remaining land
on TCAAP Site, or provide such security or financing sufficient in the opinion of City to insure
such County Public Improvements are completed in a timely manner. City at its sole option may
determine to offset the Land Option Value against the County Public Improvements Option
Value. County may determine to complete the remaining elements of the County Public
Improvements, and provide reasonable assurances and such security or financing sufficient in the
opinion of City to insure such County Public Improvements are completed in a timely manner.
Section 5.7. County Option Upon Termination. If City has not yet completed any
element of the City Public Improvements for a Development Site or Sites approved by the JDA,
the Parties shall determine the value of such work by securing two engineering estimates with
the final value to be determined by adding the two values together and dividing such figure in
half(the "City Public Improvements Option Value"). City shall pay such value to the County
within 180 days of Notice of Termination. City may determine to complete the remaining
elements of the City Public Improvements, and provide reasonable assurances and such security
or financing sufficient in the opinion of County to insure such City Public Improvements are
completed in a timely manner.
Section 5.8. Winding Up JDA Activities. In the event of armor termination, the JDA
shall be dissolved upon each Party adopting a resolution terminating the Joint Agreement. In this
event, the property of the JDA or its value, and any surplus moneys shall be disposed between
the Parties pursuant to the Annual Contribution Ratio or as the Parties may otherwise agree. The
Parties shall cooperate in good faith to wind down the activities of the JDA in an orderly manner
to minimize loss of public assets and liability from such winding down.
5.8.1. Notwithstanding termination, powers of the JDA under this Joint
Agreement shall continue to the extent necessary to:
a. Continue operation of the JDA Board until all then pending
applications for development of a Development Site have been reviewed and a final
decision made;
23
b. The JDA can settle and wrap up its affairs, including discharge of
any debt or liability associated with the operations pursuant to this Joint Agreement; and
C. Completion of the disposition and distribution of records, and of
all property contributed to or otherwise acquired for activities pursuant to this Joint
Agreement.
5.8.2. Upon termination, no property of the JDA shall be disposed of until
payment or performance of all obligations arising out of this Joint Agreement is complete as
provided hefeinin this Agreement.
5.8.3. Subsequent to termination, any future development on the TCAAP Site
shall be considered by City pursuant to the applicable elements of the TCAAP Master Plan, as it
may be amended in the sole discretion of City.
(The remainder of this page left intentionally blank)
24
ARTICLE VI
ADDITIONAL PROVISIONS
Section 6.1. Conflict of Interests. City and County, to the best of their respective
knowledge, represent and agree that no official, or employee of the representing Party shall have
any personal interest, direct or indirect, in this Joint Agreement, nor shall any such official, or
employee participate in any decision relating to this Agreement which affects that persons
personal interests or the interests of any corporation, partnership, or association in which the
person is, directly or indirectly, interested.
Section 6.2. Equal Employment Opportunity. The Parties agree for themselves and their
successors and assigns, that each will comply with all applicable federal, state, and local equal
employment and non-discrimination laws and regulations.
Section 6.3. Data Practices; Open Meeting. The books, reports, and records of the JDA
shall be available for and open to public inspection pursuant to the Minnesota Government Data
Practices Act, Minnesota Statutes Chapter 13. The JDA shall conduct its meetings pursuant to
the Open Meeting Law, Minnesota Statutes Chapter 13D.
Section 6.4. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of this Joint Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 6.5. Notices and Demands. Except as otherwise expressly provided in this Joint
Agreement, a notice, demand, or other communication under this Joint Agreement by either
party to the other shall be sufficiently given or delivered if it is dispatched by registered or
certified mail, postage prepaid, return receipt requested, or delivered personally; and
a. in the case of the County, is addressed to or delivered personally to the
County, Attn:: County Manager, Suite 250 Court House, 15 West Kellogg Boulevard, St.
Paul, MN 55102;
b. in the case of the City, is addressed to or delivered personally to the City
at City Hall, Attn-: City Administrator, 1245 Highway 96 West, Arden Hills, MN 55112;
or at such other address with respect to either such party as that party may, from time to
time, designate in writing and forward to the other as provided in this Section.
Section 6.6. Severability. If any of the terms or provisions contained herein shall be
declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining
provisions and conditions of this Joint Agreement, or the application of such to persons or
circumstances other than those to which it is declared invalid or unenforceable, shall not be
affected thereby and shall remain in full force and effect and shall be valid and enforceable to the
fullest extent permitted by law.
25
Section 6.7. Enforcement. In addition to any remedy available to the Parties in this Joint
Agreement or under law, specific performance of the provisions of this Joint Agreement may be
enforced against a Party by the other Party.
Section 6.8. Construction. This Joint Agreement and shall be construed according to the
laws of the State of Minnesota.
Section 6.9. Entire Agreement. Except as otherwise provided herein, the Joint
Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof, and there are no other representations, warranties, or agreements except as herein
provided.
Section 6.10. Counterparts. This Joint Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.11. Recording. Either party may record this Joint Agreement and, and any
amendments thereto in the real estate records of Ramsey County at the Party's expense.
Section 6.12. Representations of the Parties. Each Party represents that it has the
authority to enter into this Joint Agreement and carry out its respective obligations thereunder.
i
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IN WITNESS WHEREOF, City and County have entered into this Joint Agreement as of
the date first stated in the caption of this Joint Agreement.
(Signature pages to follow)
26
(Signature and acknowledgment page for Ramsey County)
I
27
(Signature and acknowledgment page for Arden Hills)
28
SCHEDULE A
Depiction of TCAAP Site/Legal Description (needed for recording)
A-1
409894v911 MTN AR200-13
SCHEDULE B
Elements of TCAAP Master Plan
A. Public Engagement Process. Prior to beginning work on the Master Plan, a public
engagement process will be defined. Public engagement activities will occur throughout the
master planning process and will be correlated to significant decision points. The public
engagement process will include:
a. Interactive participation by stakeholders
b. Community outreach and communication; and
C. Input from the development community.
B. Land Use Component to include:
a. Density, intensity, and use framework that is consistent with existing Mixed
Business and Mixed Residential zoning;
b. Definition of development character including aesthetic, streetscape, and
architecture themes; and
C. Identification of zoning district overlay categories.
C. Circulation and Movement Component to include:
a. Traffic study;
b. Location of spine road, major arterials, and collectors;
C. Pedestrian and bicycle circulation plan;
d. Street hierarchy including complete streets designations. Street hierarchy should
be based on consideration of both land use and circulation;
C. Identification of significant development nodes;
f. Identification of transit opportunities;
g. Principles of bridge design to incorporate site-wide design features; and
h. Right-of-way management and maintenance policy.
i. City right-of-way
ii. County right-of-way
iii. Privately maintained right-of-way
D. Utilities Component to include:
a. Private utilities plan to include location of Xcel substation;
b. Water utility plan;
C. Sewer plan;
d. Stormwater plan to include consideration of regional or site-wide stormwater
infrastructure; and
e. Renewable energy opportunities.
E. Parks and Open Space Component to include:
a. Park and open space plan shall include:
i. 20-acre central park;
ii. 4 2-acre neighborhood parks;
iii. Regional trail corridor;
iv. Reference to trail/pedestrian/bicycle circulation plan;
V. Cost estimate; and
vi. Park dedication policy.
B-1
409894911 MTN AR200-13
b. Park and open space hierarchy to include general characteristics and use
categories;
i. Amenities
ii. Recreation options
iii. Design features
C. Management and maintenance policy including consideration of whether park and
open space is publicly or privately managed and maintained.
F. Environmental Remediation Component to include:
a. Layer analysis of environmental features such as:
i. Soil types
ii. Topography
iii. Wetlands
iv. Contamination
b. Description and timetable of remediation process;
C. Description of how the remediation process is aligned to and affects the
development process; and
d. Site-specific remediation policy including the following requirements:
i. Response Action Plan
ii. Timeline
iii. Action steps and implementation plan
iv. Letter of Completion
G. Implementation Plan to include:
a. Identification of public improvements;
b. Cost estimate of public infrastructure;
C. Identification of financing options;
d. Identification of repayment mechanisms;
e. Public/private development phasing plan to align public infrastructure
investments with private development;
f. Analysis of public maintenance costs; and
g. Analysis of public revenue compared to cost of public maintenance and services.
H. Regulatory Plan to include:
a. Approval of zoning district overlays;
i. Design standards
ii. Massing
iii. Relationship with the street
iv. Setbacks
V. Parking
b. Landscaping and tree preservation plan;
C. Amenities in the right-of-way plan including gateway features;
d. Signage plan;
e. Lighting requirements;
f. Park dedication requirements based on policy;
g. Regulations on remediation policy enforcement;
h. Subdivision ordinance
i. Other regulations to support policies developed during the master planning
process;
B-2
j. Definition of fees, escrows, and cost of review; and
k. Public hearing and notices requirements.
B-3
SCHEDULE C
JDA Developer Application Review Process
1. Site-specific traffic study
2. Land use site plan review including payment of fees and escrow
3. Site-specific plans for the following:
a. Lighting
b. Landscape and streetscape
c. Grading and erosion control
d. Architecture, design, and building elevations
e. Parking
f. Circulation
4. Site-specific Response Action Plan approved by the MPCA
5. Agreements on management and maintenance of infrastructure and right-of-way
6. Development agreements
7. Construction phasing plans
8. Preliminary and final platting
9. Surveys
C-1
409894v9j 1 MTN AR200-13
SCHEDULE D
JDA Fee Schedule
(To be prepared by the JDAI
D-1
409894v9ll MTN AR200-13
SCHEDULE E
Fiscal Agent
The Fiscal Agent shall:
1. Be responsible for cash management, payment processing,preparing budgets, and
financial reporting.
2. Receive all funds of the JDA for deposit into and shall make disbursements from the
JDA Accounts. The Fiscal Agent will manage the depository accounts with its primary bank,
which as of the date of the JPA is US Bank.
3. Maintain current and accurate records relating to JDA accounts.
4. Account for all funds according to generally accepted accounting principles and County's
usual accounting practices.
5. Provide financial reports to the Board quarterly, unless the Board directs that reports be
more often. The reports shall include statements of revenue and expenses costs and
disbursements) and budget reports, accounts receivable, accounts payable, and information as
described in the JPA with respect to the annual budget. The reports shall be provided directly to
the Chair and Vice-Chair and also delivered to the Board.
6. Disbursements and financial management shall be as provided in the JPA and with
respect to cost recovery, as described in the JPA. The Fiscal Agent shall provide reports of
disbursements relating to such cost recovery upon their occurrence directly to the Chair and Vice
Chair of the JDA Board, the City Administrator and the County Manager and shall include
reports thereof at least quarterly to the Board.
7. Maintain all financial records and reports for a period of six (6) full fiscal years.
8. The Fiscal Agent services shall be provided by the County Department of Finance. The
Fiscal Agent shall charge fees for service to the JDA, and the fees shall be paid in accordance
with the annual budget, and shall be subject to cost recovery as provided in the JPA. The Fiscal
Agent shall report to the County Manager and City Administrator and to the Chair.
9. The Fiscal Agent shall report to Fees for Fiscal Agent services shall be charged to and
paid by the JDA as an expense as provided in Section 2 of the JPA.
10. Audits will be conducted in accordance with the requirements of the State Auditor,
Ramsey County policy, and the requirements of any agency providing funds for the activities of
the JDA, and results shall be reported timely to the Ramsey County Audit Committee and the
JDA Board. Audit fees will be charged to the JDA as an expense of the JDA.
E-1
11. The Parties agreement regarding the engagement of the County as the Fiscal Agent shall
be the same length as the term of the JPA and the termination process shall be as provided in the
JPA for termination of the JDA.
12. The Parties shall use good faith to attempt to resolve by negotiation disputes relating to
the Fiscal Agent and noncompliance with the requirements for the Fiscal Agent or the
requirements of the Fiscal Agent with respect to the JDA, and upon agreement shall use any
available dispute resolution process including mediation and arbitration and failing to negotiate
or resolve the dispute by such means may elect to resolve the dispute by legal action. In the
event the Fiscal Agent determines that there is a dispute relating to the Fiscal Agent, the Fiscal
Agent shall report the existence of the dispute to the City Manager, City Administrator, Chair
and Vice Chair of the JDA.
13. Changes to the scope of services and responsibilities of the Fiscal Agent shall be made by
written agreement of the Parties, which shall be deemed an amendment of the JPA.
14. County shall not have any liability to City for acting as Fiscal Agent, and without limiting
the liability of County as provided under the JPA as a Party, in its capacity as Fiscal Agent,
County is not liable for management decisions of the JDA nor liable for cash shortfalls or any
payments as a result of insufficient funds due to funding shortfalls of the JDA.
I
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E-2
Attachment
Proposed TCAAP Joint
Powers Agreement,
clean version
November 26, 2012, City Council Meeting
DRAFT COPY 11/21/12
JOINT POWERS AGREEMENT
FOR THE REDEVELOPMENT OF THE TWIN CITIES ARMY AMMUNITION PLANT
By and Between
THE CITY OF
ARDEN HILLS, MINNESOTA
and
THE COUNTY OF RAMSEY
STATE OF MINNESOTA
Dated as of: 92012
This document was drafted by:
KENNEDY & GRAVEN, Chartered (MTN)
470 US Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
Telephone: (612) 337-9300
409894v11 MTN AR200-13
TABLE OF CONTENTS
PREAMBLE ............................................................................................................................. 1
ARTICLE I
Definitions
Section1.1. Definitions...........................................................................................................3
ARTICLE II
Joint Development Authority
Section2.1. Authorization......................................................................................................6
Section2.2. General Purpose..................................................................................................6
Section 2.3. Joint Development Authority..............................................................................6
ARTICLE III
TCAAP Master Plan
Section 3.1. Development of the AUAR and the TCAAP Master Plan;
GeneralRequirements....................................................................................... l l
Section 3.2. Elements of TCAAP Master Plan..................................................................... l l
Section 3.3. Amendment of the TCAAP Master Plan.......................................................... 14
Section 3.4. County Implementation Responsibilities.......................................................... 14
Section 3.5. City Implementation Responsibilities............................................................... 15
Section 3.6. Joint Responsibilities........................................................................................ 16
Section 3.7. Cost Allocation; Cost Recovery........................................................................ 16
Section 3.8. Development Site Cost Recovery Process........................................................ 17
Section 3.9. Additional Cost Recovery................................................................................. 17
ARTICLE IV
Liability
Section 4.1. Responsibility for Risks and Liabilities............................................................ 19
Section4.2 Insurance........................................................................................................... 19
Section 4.3. Liability Insurance............................................................................................ 19
Section 4.4. Worker's Compensation Insurance................................................................... 19
Section4.5. Requirements....................................................................................................20
ARTICLE V
Default and Termination
Section 5.1. Events of Default Defined ................................................................................21
Section 5.2. Remedies on Default.........................................................................................21
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Section 5.3. No Remedy Exclusive.......................................................................................21
Section 5.4. No Additional Waiver Implied by One Waiver................................................21
Section 5.5. Termination; Additional Term..........................................................................21
Section 5.6. City Option to Purchase Upon Termination.....................................................22
Section 5.7. County Option Upon Termination....................................................................22
Section 5.8. Winding Up JDA Activities..............................................................................22
ARTICLE VI
Additional Provisions
Section 6.1. Conflict of Interests...........................................................................................24
Section 6.2. Equal Employment Opportunity.......................................................................24
Section 6.3. Data Practices; Open Meeting ..........................................................................24
Section 6.4. Titles of Articles and Sections..........................................................................24
Section 6.5. Notices and Demands .......................................................................................24
Section6.6. Severability.......................................................................................................24
Section6.7. Enforcement......................................................................................................25
Section6.8. Construction......................................................................................................25
Section6.9. Entire Agreement..............................................................................................25
Section6.10. Counterparts......................................................................................................25
Section6.11. Recording..........................................................................................................25
Section 6.12. Representations of the Parties...........................................................................25
SCHEDULE A Depiction of TCAAP Site/Legal Description
SCHEDULE B Elements of TCAAP Master Plan
SCHEDULE C JDA Development Application Process
SCHEDULE D JDA Fee Schedule
ii
JOINT POWERS AGREEMENT
FOR
THE REDEVELOPMENT OF THE TWIN CITIES ARMY AMMUNITION PLANT
THIS JOINT POWERS AGREEMENT (the "Joint Agreement" or the "JPA") is made
and entered into as of the day of , 2012, by and between the City of
Arden Hills, a Minnesota municipal corporation (the "City") and the County of Ramsey, a
political subdivision under the laws of Minnesota (the"County").
RECITALS
A. The County of Ramsey(the "County") is the Purchaser under that certain Offer to
Purchase, as Amended (the "OTP"), by and between the County and the United States of
America, by the General Services Administration, as Seller ("GSA"), for a portion of the real
property located in the City of Arden Hills (the "City") commonly referred to as the Twin Cities
Army Ammunition Plant ("TCAAP"). (The real property which is the subject of the OTP
contains approximately 437 acres of land and is referred to in this Joint Agreement as the
"TCAAP Site"). The purpose of County for purchasing the TCAAP Site is to facilitate the clean
up of existing environmental contamination, elimination of blight and the redevelopment of the
TCAAP Site for new development pursuant to the TCAAP Master Plan, as defined below.
B. Portions of the TCAAP Site contain environmental contamination as more fully
described in existing environmental reports (the "Contamination"). The OTP provides for
remediation of the Contamination pursuant to a lease from GSA to County (the "Lease"). At the
closing of the sale and purchase as provided in the OTP, GSA will convey to County ownership
of fee title to the land, and related improvements, of the TCAAP Site that is not contaminated
(the "Initial Conveyance"), and will lease to County the contaminated portions of the TCAAP
Site (the "Lease Site"). Pursuant to the Lease, County will undertake and complete within the
time period as agreed to by and between County and GSA, which is currently contemplated to be
at least three years, the remediation of the Contamination to a level sufficient to permit
redevelopment on the Lease Site (the "County Remediation" and "Developer Remediation" as
defined hereafter). Conveyance of ownership of good and marketable fee simple title to the
entire TCAAP Site to County will take place when the County Remediation is finished (the
"Final Conveyance").
C. The TCAAP Site also contains buildings and other improvements that are no
longer useable, are blighting influences, and need to be removed for the TCAAP Site to be fully
redeveloped (the"County Site Clearance" and "Developer Site Clearance" as defined herein).
D. The "New Development" (as described in these Recitals and defined in Section
1.1 below) requires investment by County to purchase the TCAAP Site and complete the County
Remediation and County Site Clearance, investment by City to work with County to develop and
implement the redevelopment plans to guide the New Development, and significant investment
in public infrastructure by City and County pursuant to the TCAAP Master Plan (as defined
below).
E. County and City (collectively the "Parties", individually a "Party") desire and
intend that redevelopment of the TCAAP Site take place to remediate and eliminate blighting
conditions and to make possible and result in significant amounts of New Development to
provide employment opportunities, improve the tax base, and improve the general economy of
the City, the local community and Ramsey County as a whole. The New Development will
include the construction of necessary off-site and on-site transportation improvements such as
the Spine Road, as well as internal streets, water and sanitary and storm sewer and other public
facilities and other public and private utilities and improvements to be located on the TCAAP
Site ( "City Public Improvements" and County Public Improvements", collectively, the "Public
Improvements" as defined in Section 1.1). The Parties will develop plans to provide for a mix of
residential, commercial, light industrial and other uses utilizing the Public Improvements
(collectively, the Public Improvements and the uses proposed for the TCAAP Site comprise the
"New Development"). The plans guiding the type of land uses, density, location and timing of
implementation of the components of the New Development comprise the "TCAAP Master
Plan", as further described in Section 1.1).
F. The New Development will take place within the City. The New Development
will require the participation of City to complete environmental review for the TCAAP Site as
required by law, by means of a process described as alternative urban areawide review
("AUAR"), and application of the City's statutorily mandated planning and zoning authority to
develop the TCAAP Master Plan. City will be required to implement its allocated portion of the
Public Improvements on the TCAAP Site in a timely manner as identified in the TCAAP Master
Plan, and as provided below The effective and beneficial land use planning and guiding of the
New Development, consistent with state statutes and regulations, City's comprehensive plan,
zoning code and other applicable ordinances, and the ability to recapture City costs incurred in
providing its allocated responsibilities for the Public Improvements to serve the TCAAP Site are
matters of great interest and importance to City.
G. The Parties recognize that their cooperation and collaboration are critical for
accomplishing the New Development in a manner that is a timely, cost-effective and efficient
use of public resources in order to benefit the City, other local communities and Ramsey County
as a whole.
H. The Parties intend to exercise their respective authority granted by Minnesota
Statutes § 471.59 (the "JPA Act") to establish a joint powers board to be named the "Joint
Development Authority" (the "JDA") or such other name as the Parties may determine. The
Parties intend that the JDA shall be a governmental entity of the State which is authorized to
exercise to the extent permitted by the JPA Act, the general laws of the State of Minnesota , and
Laws 2009, Chapter 88, §16 applicable to the TCAAP Site, the common powers of each Party
for the redevelopment of the TCAAP Site as a governmental entity of the State. These powers
include, but are not limited to, remediation of contamination and elimination of blight,
infrastructure construction and financing, comprehensive planning and zoning, and
redevelopment and economic development.
2
Therefore, Be It Resolved by the Parties, that this Joint Agreement is made and agreed to
as follows:
ARTICLE I
DEFINITIONS
Section I.I. Definitions. Unless the context requires otherwise, for the purpose of this
Agreement, the terms defined in this section shall have the meanings specified:
Agreement means this Joint Powers Agreement as it may be amended, and the "Joint
Agreement" or the "JPA".
Alternative urban areawide review ("AUAR') means the environmental review for the
TCAAP Site required by law and to be prepared by City as the responsible governmental unit
(the "RGU"), which will guide the development and implementation of the TCAAP Master Plan.
City means the City of Arden Hills, a political subdivision of the State of Minnesota.
City Investment means the expenditures by the City necessary to undertake its identified
responsibilities in support of the New Development, including, but not limited to, preparation of
the AUAR and TCAAP Master Plan and construction of the City Public Improvements.
City Public Improvements means construction by the City of the trunk or sub-trunk water
mains, storm and sanitary sewer and other public amenities identified as the City's direct
responsibility, and the City's allocated responsibilities for Shared Public Improvements in the
TCAAP Master Plan needed for the New Development.
Commencement Date means January 1, 2013 for the implementation of this Joint
Agreement, or such other date as the Parties shall mutually agree.
County means the County of Ramsey, a political subdivision of the State of Minnesota.
County Investment means the expenditures by the County necessary to undertake its
identified responsibilities in support of the New Development, including, but not limited to,
County Remediation, County Site Clearance, County Public Improvements, initial survey and
plat of the TCAAP Site and operations of the JDA.
County Public Improvements means survey and plat of the TCAAP Site, construction by
the County of the Spine Road; initial survey and plat of the TCAAP Site; off site transportation
improvements; associated private utilities; relocation of existing private utilities; maintenance of
County Public Improvements; and possible relocation of all or part of the Groundwater
Treatment Infrastructure on the TCAAP Site as described in Section 3.4.
3
County Remediation means County actions to resolve the environmental contamination
on the TCAAP Site consistent with the requirements of the OTP and the Lease with the GSA.
County Site Clearance means the removal by County of buildings and other
improvements that are no longer useable, are blighting influences, and/or need to be removed for
the TCAAP Site to be fully redeveloped pursuant to the TCAAP Master Plan, consistent with the
requirements of the OTP and the Lease with the GSA.
Developer Installed Improvements means the improvements within or serving a
Development Site, including trunk and sub-trunk water mains, storm and sanitary sewer, new
Private Utilities, streets, trails, parks and other identified public amenities within or serving a
Development Site constructed by a developer as described in a development agreement approved
by the JDA pursuant to the TCAAP Master Plan
Developer Remediation means the removal by a developer of any remaining
environmental contamination on a Development Site consistent with the requirements of the
Minnesota Pollution Control Agency's ("MPCA") Voluntary Investigation and Cleanup Program
("VIC Program") pursuant to a response action plan ("RAP") approved by the MPCA; and any
applicable County Remediation in order for the Development Site to be fully redeveloped
pursuant to the TCAAP Master Plan by the developer.
Developer Site Clearance means the removal by a developer of any remaining buildings
and other improvements that are no longer useable, are blighting influences, and/or need to be
removed for a Development Site to be fully redeveloped pursuant to the TCAAP Master Plan by
a Developer, and consistent with any applicable County Site Clearance, or response action plan
("RAP").
Development Site means a parcel (or parcels) of land on the TCAAP Site identified in the
TCAAP Master Plan for location of the New Development as approved by the JDA.
Groundwater Treatment Infrastructure means the network of monitoring wells,
underground pipes and treatment plant necessary for remediation of groundwater contamination
on and under the TCAAP Site.
Market Study means the study to be prepared by the County designed to account for
market considerations and assist the Parties to forecast the need and desirability of the elements
of the New Development, which will guide the development and implementation of the TCAAP
Master Plan.
New Development means off-site and on-site transportation improvements as well as
internal streets, water and sanitary and storm sewer, other public facilities and Private Utilities
(as defined in this Section) and related improvements (collectively the "Public Improvements" as
defined in this Section), and the approved mix of commercial, industrial and residential
development authorized by the TCAAP Master Plan in a development agreement.
Parties or a Party means the City and County collectively or individually.
4
Plan Amendment means the process identified in Section 3.3 required to amend the
TCAAP Master Plan.
Private Utilities means telephone, cable, satellite, gas and electric service available on
the TCAAP Site necessary to serve a Development Site.
Public Improvements means the construction and financing of necessary off-site and on-
site transportation improvements, as well as internal streets, water and sanitary and storm sewer
and other public facilities and other public and private utilities and improvements to be located
on the TCAAP Site and to be constructed by the City and County as described in this Agreement.
Shared Public Improvements means the design and construction of the TCAAP Site
regional storm water retention pond system to be developed as part of the Public Improvements,
the cost of which shall be shared by the Parties; and any other public infrastructure
improvements determined by the Parties to require, or be appropriate for, shared responsibility.
TCAAP means the Twin Cities Army Ammunition Plant.
TCAAP Joint Development Authority means the joint development agency ("JDA")
created by the Parties to develop and implement the TCAAP Master Plan.
TCAAP Master Plan means the plans, official controls and map guiding the density,
location and timing of implementation of the components of the New Development on the
TCAAP Site, as further defined in the Recitals above and Article III below of this Joint
Agreement.
TCAAP Site means the real property which is the subject of this Joint Agreement and
which contains approximately 437 acres of land where the New Development is proposed, as
depicted on attached Exhibit A.
Term means the Initial Term of this Joint Agreement ending in 2038 as provided in
Section 5.5 of this Joint Agreement; and any Additional Term as defined therein
(The remainder of this page left intentionally blank)
5
ARTICLE II
JOINT DEVELOPMENT AUTHORITY
Section 2.1. Authorization. City and County each certify that the authority to enter into
this Joint Agreement has been established by a resolution approved by the governing body of
each Party. This Joint Agreement is effective as of the date first stated above in the caption of
this Joint Agreement and shall continue in force until modified or terminated by the Parties as
provided herein.
Section 2.2. General Purpose. Pursuant to the authority of the Joint Powers Act, the
Parties desire and intend that the redevelopment of the TCAAP Site take place to remediate and
eliminate blighting conditions and to make possible and result in implementation of the New
Development as defined in Section 1.1 The plans guiding the type, density, location and timing
of implementation of the components of the New Development comprise the "TCAAP Master
Plan", as further described in this Joint Agreement. The goals of the New Development are to
redevelop the TCAAP Site to provide employment opportunities, improve the tax base, and
improve the general economy of the City, the local community and Ramsey County as a whole.
Section 2.3. Joint Development Authority. Pursuant to the authority of the Joint Powers
Act and this Joint Agreement, the Parties hereby create a joint powers board titled the TCAAP
Joint Development Authority (the "JDA"). The purpose of the JDA is to exercise to the extent
permitted by the Joint Powers Act and the general laws of the State, the authority found in Laws
2009, Chapter 88, §16 applicable to the TCAAP Site and the common powers of the Parties for
the redevelopment of the TCAAP Site. These activities to be conducted under this authority
include, but are not limited to, environmental remediation, elimination of blight, infrastructure
construction and financing, comprehensive planning and zoning, and economic development and
redevelopment.
2.3.1. JDA Board Membership. The JDA Board shall consist of five (5)
members appointed as provided in this Section (also "the"Board"). Each Party shall appoint two
(2) members from its respective governing body. City shall also appoint to the Board a suitable
non-elected official member to serve as the Chair of the JDA Board. City Board members shall
be residents of the City at the time of appointment and maintain residency during their term. The
term of each member shall be a two (2) year term. Each Party may determine in its discretion the
length of service of its respective Board members. In the case of a vacancy on the Board of a
member from either Party, that Party shall appoint a new member to fill the respective vacancy
for the remainder of that term. Each member shall serve until their successor is appointed and
qualified as provided by each Party. Each member shall serve without compensation; however
each Party may determine whether to pay per diem to their respective members pursuant to their
own policy and procedures.
2.3.2. JDA Board General Authority. The JDA Board shall have the general
authority as described in this Section:
6
a. The JDA Board Vice Chair shall be a member appointed by the County.
b. The JDA Board shall adopt its own bylaws and rules of procedure to
govern its activities and guide the setting, holding and cancellation of meetings. The
Board may appoint committees or sub-committees. The Board shall meet monthly at
such times and places as determined by the Board and as provided in its bylaws or rules
of procedure, but shall not meet at times of regularly scheduled meetings of the Ramsey
County Board or Arden Hills City Council unless agreed to by the Parties. Special
meetings may be called by the Chair or any two other members. The JDA shall keep
minutes of all proceedings. A majority of all the members shall constitute a quorum. A
simple majority vote of the members present at a meeting with a valid quorum shall be
required for the JDA to take action, unless otherwise provided in this Joint Agreement or
by law. All meetings of the JDA, its committees and sub-committees shall be governed
by the Open Meeting Law and the Data Practices Act.
C. Each member of the JDA Board shall have one vote.
d. Each Party may also name an alternate appointee to serve in the capacity
as a substitute for any member appointee of that Party (and who meets the qualifications
for membership on the Board), in the event a member appointee is unable to attend a
scheduled meeting of the JDA or any committee or subcommittee thereof. Such
substitute appointee shall also have the right to vote on any action requiring a vote of the
member appointee, including all substantive as well as procedural actions, when
performing as a substitute for a regular member.
2.3.3. Finances. Each Party will be responsible for payments out of their
respective budgets for their own staff costs, as well as any per diem and other expenditures for
those staff to assist in implementing the JPA until the JDA commences operations. Upon
approval of this Agreement, County shall fund the expenses of the JDA, including
reimbursement of purchased services pursuant to Section 2.3.4.2. Consistent with its policies,
County shall serve as the fiscal manager/agent for the JDA and assist in setting up such accounts
as necessary for the JDA to conduct its activities ("Fiscal Agent"), as provided below and as
shown on attached Schedule E.
2.3.3.1. The JDA may establish independent JDA bank accounts, to
be managed by the Fiscal Agent, into which all revenue receipts generated by and
belonging to the JDA and those proceeds which the Parties may authorize to be borrowed
as interfund loans, shall be deposited intact to the credit of such JDA accounts.
2.3.3.2. No disbursements shall be made from such accounts
except by check or Electronic Funds Transfer (EFT), nor unless a verified claim for
services and/or commodities actually rendered or delivered has been submitted to and
approved for payment by the JDA.
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2.3.3.3. No disbursements shall be made from such accounts for non-JDA
expenses and purposes. Payment and disbursement of funds by check or withdrawal shall
require the signatures of the Chair of the JDA and the individual designated by the
County to assist in JDA fiscal matters, which shall be the Director of Finance or
designee.
2.3.3.4. Revenue collected by the JDA shall be paid to the Parties as
described in Section 3.7.
2.3.4. Annual Budget. The JDA shall prepare an annual budget and submit it to
the Parties as provided in this section.
2.3.4.1. With the first annual budget and in subsequent years, the JDA
shall each year prior to May 1 prepare an annual operations budget that estimates funding
required by the JDA to conduct its business over the next calendar year. The JDA shall
coordinate its budget process with the Parties' budget planning process Prior to
September 1 of each year, the JDA shall, after its review and approval, submit the annual
budget to the City and County. The budget shall be substantially balanced. The budget
shall follow the format as established by the JDA after consultation with the City Finance
Director and the County Director of Finance, and at a minimum provide the following
information:
(1) Estimated Revenues, divided as follows:
a. Any Grant monies, private, State or Federal
b. Revenues from JDA Application fees
C. Revenues from JDA Permit fees
d. Contributions from County
e. Reserves
£ Developer escrow/fees
g. Miscellaneous revenues
(2) Estimated Expenditures, divided as follows
a. Personnel services
b. Contract Services
i. Legal
ii. Engineering
iii. Fiscal/Audit, including the Fiscal Agent
iv. Planning
v. Administrative
C. Services other than personnel or consultants
d. Supplies and materials
e. Office administration, e.g., phones, supplies
f. Capital Outlay (incl. Office and Building rent if applicable,
equipment such as phones and computers)
g. Payment of invoices for services to the JDA provided by a Party.
h. Miscellaneous expenditures
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2.3.4.2. The Parties may determine that a service or services as described
above are available from a Party and direct the JDA to purchase such service from that
Party at that Party's cost, with payment to be made by the JDA from its authorized funds
as stated in the approved budget.
2.3.4.3. The annual budget proposed by the JDA shall be reviewed and
transmitted to the Parties. Each Party shall review, provide comments to the JDA and the
other Party and approve the annual budget. The proposed JDA annual budget approved
by the Parties pursuant to this process shall be reported back to the JDA by November 15
(preceding the ensuing calendar/fiscal year). Thereafter the JDA shall adopt and
implement the budget approved by the Parties. The annual budget may be amended
consistent with the process described in this Section.
2.3.4.4. The JDA may incur expenses and make expenditures that may be
necessary to the effectuation of its purposes and powers, in conformance with the
statutory requirements applicable to contracting and purchasing practices of the Parties,
the approved annual budget and this Joint Agreement.
2.3.4.5. The JDA shall develop a reimbursement policy including
payment priority for payment to the Parties of allocated fee or other income described in
this Agreement. The policy shall provide for monthly reimbursement to the Parties.
2.3.5. Taxes. The JDA itself shall not levy taxes, issue bonds or independently
borrow money, and it shall not approve any claims or incur any obligations for expenditures
unless there is unencumbered cash in the appropriate JDA accounts described herein, to the
credit of the JDA with which to pay the same, or as otherwise approved by the Parties. Any
unexpended revenues in excess of the approved budget may remain deposited in JDA accounts
and reported annually in the subsequent year's budget submission.
2.3.6. Interfund Loans. Notwithstanding the prohibition against independent
borrowing, the JDA may borrow money from the Parties in the form of interfund loans to the
extent that such loans are not made from dedicated funds or from funds or monies otherwise
encumbered, subject to the mutual consent and approval of the Parties, and subject to the terms
and conditions of repayment agreed to by the Parties.
2.3.7. Personnel. Unless otherwise approved by the Parties, the staff of the JDA
shall be the City Administrator and the County Manager, or their designees. Each Party may
also designate additional staffing as it deems appropriate or as requested by the JDA. The JDA
may hire consultants including independent legal, engineering, planning and development
consultants to assist in the development of the TCAAP Master Plan and amendments and
revisions thereto, preparation of financing plans, marketing plans, developer proposals, the
marketing and sale of Development Sites pursuant to the RFP process described in Section 3.2.4,
and other matters which address growth and development on the TCAAP Site.
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2.3.8. Reports. The JDA shall prepare an annual report at the end of each
calendar/fiscal year and submit such report to the Parties not later than February 15 of the
succeeding calendar/fiscal year. The JDA shall also prepare and present to federal and state
officials such reports and audits as may be required by law, regulation, or contract.
2.3.9. Public Process. The JDA shall develop mechanisms for public involvement
in any planning or review process, including the preparation and approval of the TCAAP Master
Plan and approval of development agreements. All public meetings and hearings shall be
conducted as required by law. The JDA shall take into consideration the concerns, issues and
desires of each Party's governing body in on-going planning initiatives, discussions and process.
2.3.10. Other Authority. The JDA shall have such other authority under the
general laws of Minnesota to carry out its purposes unless otherwise determined by the Parties.
Where deemed by the Parties to be more convenient, the authority of the JDA may be exercised
by the more appropriate Party.
2.3.11. Dispute Resolution. The Parties shall use good faith to attempt to resolve
any dispute. Upon agreement, the Parties may also use any available dispute resolution process.
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ARTICLE III
TCAAP MASTER PLAN
Section 3.1. Development of the AUAR and the TCAAP Master Plan; General
Requirements. The TCAAP Master Plan will provide for development phasing, taking into
account market considerations as well as the financing and investment needs and capacity of
County as the purchaser of the TCAAP Site, County's obligations to complete the County
Remediation and County Site Clearance, survey and plat of the TCAAP Site and the financial
commitment of both Parties for the Public Improvements. City will prepare the AUAR in
conjunction with the preparation of the TCAAP Master Plan, as provided in this Article 111,
including the hiring of any planning and engineering or other consultants it deems reasonably
necessary to prepare the AUAR and the TCAAP Master Plan. The City will exert its best efforts
to complete the AUAR within eighteen (18)months of the effective date of this Joint Agreement,
and to complete the TCAAP Master Plan within six (6) months of the adoption of the AUAR, but
not later than twenty-four (24) months of the effective date of this Joint Agreement for
completion of the AUAR and the Master Plan. The JDA and County shall have the ability to
review and comment during the preparation of the AUAR and Master Plan.
3.1.1. City Development Standards. The Parties will work cooperatively to
assure that the City's development standards and goals expressed in its comprehensive plan and
zoning code, as each may be amended, are incorporated into the TCAAP Master Plan to enable
the JDA to proceed with timely development of the TCAAP Site as provided in this Agreement.
The Parties recognize that upon purchase of the TCAAP Site County may desire to pursue
development of a Development Site prior to completion of all the County Remediation and the
adoption of the TCAAP Master Plan. It is in the interest of the Parties for redevelopment of
TCAAP to occur timely and responsively to market demand. As a result development of a
Development Site(s) may occur before completion of the TCAAP Master Plan to the extent there
are roads and public utilities available to serve the selected Development Site. In such event the
Parties and JDA will proceed in accordance with this Joint Agreement to the extent feasible.
However, the Parties agree that the City comprehensive plan, zoning ordinance and city review
process as required by statute shall guide and control such proposed development pending
completion of the TCAAP Master Plan.
3.1.2. Approval of TCAAP Master Plan. The JDA shall recommend to the
Parties a public process for consideration of the Master Plan prior to final approval by the
Parties. Upon presentation of the TCAAP Master Plan as prepared pursuant to this Article 111, the
Parties shall review, comment, suggest revisions and reasonably exercise their discretion to
approve the TCAAP Master Plan in a timely manner. The TCAAP Master Plan shall be approved
by means of a resolution of each Party's governing body. The JDA shall implement the TCAAP
Master Plan as approved by the Parties.
Section 3.2. Elements of TCAAP Master Plan. The City shall direct its staff and
consultants to prepare the TCAAP Master Plan at City expense. The TCAAP Master Plan shall
specify the planning requirements for the TCAAP Site consistent with the City's current
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approved comprehensive plan and official controls in the zoning code, and as such may be
amended, in conjunction with the TCAAP Master Plan as it is initially developed.
3.2.1. Planning Elements. The TCAAP Master Plan shall include the following
planning elements and as further provided in Schedule B:
a. Definition of the public engagement process;
b. Land Use Component;
C. Circulation and Movement Component;
d. Utilities Component;
e. Environmental Remediation Component;
f. Parks and Open Space Component;
g. Implementation Plan; and
h. Regulatory Plan
Upon adoption by the Parties, the TCAAP Master Plan shall be an element of the City's
approved comprehensive plan, and the City shall take all necessary actions to conform zoning
code provisions applicable to the TCAAP Site to the TCAAP Master Plan.
3.2.2 Implementation Authority. Except as otherwise provided under this Joint
Agreement, the JDA shall apply the TCAAP Master Plan and serve as the "governing body" for
purposes of the implementation of the applicable sections of Minnesota Statutes §§ 462.357 —
462.365 with reference to developer initiated requests pursuant to the RFP process for approval
of the redevelopment of a Development Site. The TCAAP Master Plan shall incorporate the
planning and zoning authority of the City authorized by Minnesota Statutes §§ 462.357-462.358
and implement that authority as follows:
a. Provide for development phasing, taking into account market
considerations as well as the financing and investment needs and capacity of County as
the purchaser of the TCAAP Site, County's obligations to complete the County
Remediation and County Site Clearance, and the financial commitment of the Parties for
the Public Improvements.
b. The use of planned unit development (PUD) authority to implement
development of the permitted uses described in the Master Plan;
C. Dedication of land for public rights of way, public and private utility
easements and park dedication;
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d. Subdivision of the TCAAP Site and the platting of parcels and lots
consistent with the requirements of general law and the policies and procedures of the
Ramsey County Recorder and Registrar of Titles;
e. The use of development agreements to embody the conditions of approval
of development and the implementation of New Development on Development Sites;
3.2.3. Fees. The JDA is authorized to impose the customary fees used by City in
its redevelopment activities. The JDA will develop a fee schedule and implement the fee
schedule subsequent to approval by the Parties (Schedule D).
3.2.3.1. Pursuant to Minnesota Statutes Section 462.353, the JDA may
prescribe fees sufficient to defray the costs incurred by it in reviewing and investigating
an application for a permit or other approval required under an official control established
pursuant to the TCAAP Master Plan and this Joint Agreement. The JDA may charge the
applicant for direct costs relating to professional services provided during the review,
approval and inspection of the proposed development and may require the applicant to
establish an escrow account or other financial security for the purpose of reimbursing the
JDA for those costs. Such fees or fee schedule must be established by resolution of the
Board subsequent to approval by the Parties, and be fair, reasonable, and proportionate
and have a nexus to the actual cost of the service for which the fee is imposed. The fee
schedule shall contain the elements described at Schedule D.
3.2.3.2. The JDA may exercise the authority in Minnesota Statutes
Chapter 444 to develop and implement the Public Improvements necessary to serve the
New Development, including but not limited to implementing a system of charges
authorized therein to develop and maintain the Public Improvements. Such authority may
also be exercised by the City on behalf of the JDA if the Parties determine it is more
appropriate to do so.
3.2.3.3. The JDA may exercise the authority in Minnesota Statutes
Chapter 429 to specially assess for the Public Improvements necessary to serve the New
Development. Such authority may also be exercised by the City on behalf of the JDA if
the Parties determine it is more appropriate to do so.
3.2.4. RFP Process. The JDA will implement a developer RFP process to
facilitate development of each Development Site. Upon recommendation by staff and
consultants that the proposed development is in substantial conformance with the TCAAP
Master Plan, the JDA will approve the respective project, and communicate its decision to the
developer and the Parties.
3.2.5. Approval of Development Agreements. The JDA shall review and finally
approve all development agreements for a Development Site which are consistent with the
TCAAP Master Plan. The JDA shall develop a process for review of development applications
which will include elements listed in Schedule C.
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3.2.6. City and County Responsibilities. Upon approval of a development
agreement, the Parties shall consider such approval and take all actions necessary to implement
the approved development agreement.
3.2.6.1. County will take all actions necessary and convenient to
sell the respective parcel of land with good and marketable title.
3.2.6.2. City will take all actions necessary to conduct and complete
any additional approval process identified by the JDA as necessary or appropriate to
implement the development agreement.
Section 3.3. Amendment of the TCAAP Master Plan. The Parties recognize that the
passage of time, market forces and other applicable, but unforeseen events may require future
amendments to the TCAAP Master Plan. Depending on the facts and issues relevant at that time,
a proposed amendment could be either a major or minor amendment of the TCAAP Master Plan.
In the event the Parties or the JDA believe that the TCAAP Master Plan should be amended to
implement the New Development, such amendment shall be referred to the City and County for
review and comment and for determination of whether the proposed amendment is a major or
minor amendment.
3.3.1. Major Amendment. A major amendment is a proposed amendment which
requires City to amend its comprehensive plan. If City finds that its comprehensive plan does not
currently permit such amendment, City shall determine whether to amend its comprehensive plan
with respect to the TCAAP Site to implement the proposed amendment, and consult with County
on its decision. Thereafter, if City amends its comprehensive plan to implement the proposed
amendment, the proposed amendment shall be considered by County. The TCAAP Master Plan
as proposed to be amended shall be adopted upon County and City approval.
3.3.2. Minor Amendment. A minor amendment does not involve an amendment
to City's comprehensive plan, but relates to issues including but not limited to the location of
public infrastructure or public amenities proposed to serve a Development Site; a change in
location or density within a Development Site or other similar modification deemed desirable by
the JDA to implement the New Development. The JDA shall recommend such minor
amendment to the Parties, and if approved by the Parties, the TCAAP Master Plan shall be
modified consistent with the approved amendment.
Section 3.4. County Implementation Responsibilities. County will complete its
obligations and responsibilities to assist in the implementation of the TCAAP Master Plan as
described in this Section 3.4.
3.4.1. Acquisition of TCAAP Site. County will acquire the TCAAP Site and be
responsible for completing the County Remediation within the time period established in the
OTP. County will use its own resources and seek and obtain resources from other agencies and
entities to fund the County Remediation. The County Remediation will take place in an orderly
manner and will be pursued to completion pursuant to the OTP and the Lease. Subsequent to
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acquisition of the TCAAP Site, County will complete an initial survey and plat of the TCAAP
Site.
3.4.2. County Site Clearance. County is responsible for causing the County Site
Clearance to take place, using its own resources and any other resources that may become
available through the development process. County Site Clearance will take place in a phased,
orderly manner, consistent with the TCAAP Master Plan. County may elect to expedite the
County Site Clearance, and will use its good faith efforts to complete the County Site Clearance
in accordance with the goals for the phasing and timing thereof set out in the TCAAP Master
Plan, or upon agreement of the Parties if the Master Plan has not then been approved by the
Parties.
3.4.3. County Public Improvements. County will construct the Spine Road at
County expense and coordinate the relocation and installation of private utilities (the "County
Public Improvements") with City's installation of trunk utilities as part of its allocated elements
of the Public Improvements. The TCAAP Master Plan will provide further specificity as to the
desired schedule and goals for completing the respective elements of the Public Improvements
described therein.
3.4.3.1. County will not require City participation in County's annual
maintenance plan for County Public Improvements on the TCAAP Site.
3.4.3.2. County shall be responsible for implementation of any proposed
changes to the Groundwater Treatment Infrastructure required for the construction of City
Improvements.
3.4.4. Off-site Transportation Improvements; Private Utilities. County has the
responsibility for causing the off-site transportation improvements and associated private utilities
element of the Public Improvements to be constructed. It is the Parties' intent that the Public
Improvements be constructed in accordance with a desired schedule and goal for completion set
forth in the TCAAP Master Plan, and that in all instances to be timely constructed and phased to
provide adequate transportation facilities for the New Development as it occurs.
3.4.5. Maintenance Plan. County will develop and implement a maintenance
plan for its elements of the Public Improvements.
3.4.6. County Remediation. County will complete the County Remediation as
described in the OTP and Lease.
3.4.7. County Survey and Plat. County shall be responsible for the timely
preparation of a survey and initial plat of the TCAAP Site for the implementation of the TCAAP
Master Plan.
Section 3.5. City Implementation Responsibilities. City will complete its obligations and
responsibilities to assist in the implementation of the TCAAP Master Plan as described in this
Section 3.5 and this Agreement.
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3.5.1. AUAR. City has the legal authority as the responsible governmental unit
("RGU") for the development of the AUAR. City will coordinate the results of the AUAR with
the Market Study and City's comprehensive plan in order to develop the TCAAP Master Plan to
guide the New Development as will be provided in the TCAAP Master Plan. City will exert its
best efforts to complete the AUAR within eighteen (18) months of the effective date of this Joint
Agreement, and to complete the TCAAP Master Plan within six (6) months of the adoption of
the AUAR, but not later than twenty-four (24) months of the effective date of this Joint
Agreement for completion of the AUAR and the Master Plan.
3.5.2. City Public Improvements. City has responsibility for the construction of
the City Public Improvements. It is the Parties' intent that City and County Public
Improvements, and Developer Installed Improvements are constructed in accordance with a
schedule as in set forth in TCAAP Master Plan in order that such improvements are timely
constructed and phased to provide adequate utilities for the New Development as it occurs.
However, unless otherwise agreed to by the Parties, the City will not construct the trunk and sub-
trunk water mains, storm and sanitary sewer elements of the City Public Improvements unless
the costs can be charged to a developer pursuant to the City's petition process.
3.5.3. Code Enforcement; Development Review Process. City has the legal
authority and responsibility for building code enforcement on the TCAAP Site. City will assign
staff to oversee the JDA development review process to assure development is in accordance
with the development agreement approved by the JDA pursuant to the JDA development review
process described in Schedule C. City's costs for oversight of the JDA review process and
enforcement of approved development agreements will be reimbursed by the JDA from
development fees described in Schedule D.
Section 3.6. Joint Responsibilities. The Parties will complete their joint obligations and
responsibilities in a timely manner. Where determined by the Parties to be more appropriate, the
authority necessary for the redevelopment of the TCAAP Site as provided in this Joint
Agreement may be exercised by the more appropriate Party as determined by the Parties.
3.6.1. Legislative Authority. The Parties will jointly request legislative bonding
authority or other financing for the off-site transportation improvements as agreed upon by the
Parties, and other initiatives with the Legislature deemed necessary for implementation of the
TCAAP Master Plan, including the construction of the County and City Public Improvements.
The Parties shall agree on a reasonable allocation of such funds to the City and County
Improvements.
3.6.2. Coordination of Public Improvements. The Parties will coordinate the
timing of the Public Improvements which are their separate responsibility to facilitate the staged
redevelopment of the TCAAP Site pursuant to the TCAAP Master Plan. Each Party, with review
and comment by the other Party, may elect to construct public improvements in advance of any
identification of a Development Site or Sites. The Parties shall determine whether land for
public amenities such as parks and trails shall first be dedicated by the County, or dedicated by
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developers as the New Development is implemented. The Parties will recover their costs when
New Development takes place to the maximum extent feasible pursuant to Section 3.7.
Section 3.7. Cost Allocation; Cost Recovery. The Parties will be undertaking activities
in support of the New Development and operations of the JDA which will require public
financial investment. It is the intent of the Parties that their respective investment be recovered
to the maximum extent feasible (respectively "County Investment" and "City Investment" as
defined in Section 1.1). The Parties will determine the respective cost allocation for the Shared
Public Improvements, including the storm water pond retention system currently considered a
likely requirement for the New Development.
3.7.1. County Cost Recovery. The County will recover the County Investment
for the acquisition of the TCAAP Site, County Site Clearance, County Remediation, County
Public Improvements, Off-site Transportation Improvements and the operations of the JDA
primarily through the sale of land on the TCAAP Site. Notwithstanding the schedule and goals
stated in the TCAAP Master Plan, unless otherwise agreed to by the Parties, the County Public
Improvements shall be constructed when a Development Site is approved by the JDA, sold by
County to the selected Developer, and the selected Developer agrees to financially participate in
the extension of the respective County Public Improvements.
3.7.2. City Cost Recovery. City shall recover the City Investment for the trunk
utilities and sub-trunk utilities (serving a Development Site), elements of the City Public
Improvements, and the preparation of the AUAR and TCAAP Master Plan.
3.7.2.1. City shall recover the City Investment for the trunk utilities and
sub-trunk utilities when a Development Site is approved by the JDA, and the selected Developer
agrees to financially participate in the extension of the respective City Public Improvements
pursuant to City's petition process.
3.7.2.2. City shall recover the cost of the preparation of the AUAR and
TCAAP Master Plan through a fee or surcharge on building permits or other approvals issued by
City for the New Development as further described in Section 3.7.3 below.
3.7.2.3. Other City costs for serving Development Sites, including other
public infrastructure such as parks, shall be recovered by City pursuant to a development fee
structure as described at Schedule D. The development fees shall be imposed by the JDA on
developers pursuant to approved development agreements; special assessments; and park
dedication fees as may be necessary for a Development Site.
3.7.2.4. City shall retain all fees for services relating to building permit
and code enforcement activities performed on the TCAAP Site, as well as park dedication fees
imposed by the JDA.
3.7.2.5. Notwithstanding the schedule and goals stated in the TCAAP
Master Plan, unless otherwise agreed to by the Parties, the trunk utility and sub-trunk utilities
elements of the City Public Improvements serving a Development Site shall be constructed when
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a Development Site is approved by the JDA, and the selected Developer agrees to financially
participate in the extension of the respective City Public Improvements.
3.7.3. City Cost Recovery Formula. City shall develop an equitable formula for
the purpose of recovering the City Investment for the cost of the preparation of the AUAR and
TCAAP Master Plan. The formula shall be applied to a Development Site and may be
determined by City as follows: (i) on a per acre basis of a Development Site compared to the
developable acreage of the TCAAP Site; (ii) a per acre basis on classes of land uses on the
TCAAP Site or a Development Site; (iii) the value of the proposed development on a
Development Site; (iv) or other reasonable formula (the "Cost Recovery Formula"). The Cost
Recovery Formula may be a fee or surcharge attached to the building permit or other approval
issued by City for a Development Site, and collected by City as part of the building permit
review process.
Section 3.8. Development Site Cost Recovery Process. The JDA shall impose the usual
and customary development fees for a Development Site as provided in Section 3.2.3, and as
described at Schedule D. Such fees shall be used by the JDA to pay the costs of the development
review process; purchase services from the Parties or consultants necessary and convenient for
the review of Development RFPs and applications for Development Sites; and the drafting of
development agreements for a Development Site.
Section 3.9. Additional Cost Recovery. The Parties shall determine a reasonable method
to distribute any funds generated by the redevelopment of the TCAAP site which are not
specifically allocated as provided in this Section.
3.9.1. Non-Allocated Costs. Each Party shall be responsible for its respective
costs and expenses not otherwise specifically allocated in this Joint Agreement, including but not
limited to costs incurred in the preparation of this Joint Agreement, or costs for any other
agreements or documents determined by the Parties to be necessary and convenient as the Parties
move forward to implement this Joint Agreement.
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ARTICLE IV
LIABILITY
Section 4.1. Responsibility for Risks and Liabilities. Each Party shall be liable for its
torts and the torts of its employees, agents and consultants in undertaking its respective
individual responsibilities as described in this Joint Agreement. Notwithstanding any language
to the contrary in this Joint Agreement, the Parties agree that liability arising out of the activities
of the JDA and the Parties shall be subject to the requirements of Minnesota Statutes Section
471.59, subdivision lb., as it may be amended.
Section 4.2. Insurance. The Parties intend that the JDA be insured for its tort liability
and general liability as a joint powers board. The Parties shall coordinate the insurance coverage
and carriers, and allocate such responsibility pursuant to advice from its carriers, or as
determined by its self-insurance advisors as the case may be. The costs of insurance for the JDA
shall be the responsibility of County. The JDA shall be insured as follows:
4.2.1. Comprehensive general liability insurance with limits against bodily injury
and property damage of not less than $1,500,000 for each occurrence.
4.2.1. Workers' Compensation insurance providing statutorily required coverage.
4.2.3. Each Party shall primarily insure its staff assigned to the JDA and be
primarily liable for injuries to its employee(s) while performing duties on behalf of the
JDA.
4.2.4. The Parties intend that to the extent JDA activities take place on property
owned or controlled by a Party, the JDA shall assume primary liability for injuries or
death to any person, or any property damage that may occur.
4.2.4. At such time as the JDA may be authorized by the Parties to hire and retain
employees, the JDA shall procure insurance as required by this Article and become
primarily liable for injuries to and the tort liability of such employees.
Section 4.3. Liability Insurance. Any costs for insurance by the Parties for their
respective coverage as a member of the JDA shall be the responsibility of that Party. Each Party
agrees that it shall, at its own expense, carry and maintain in full force and effect during the
Initial Term and any Additional Term of this Joint Agreement (as Term and Additional Term are
defined in Section 5.5 below) comprehensive public liability insurance, including personal injury
liability coverage, in amounts which meet or exceed the maximum liability limits per claim or
any number of claims per occurrence under Minnesota Statute Section 466.04, Laws of
Minnesota 2012 or as thereafter amended, to address that Party's liability arising out of its
respective activities under this Joint Agreement.
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Section 4.4. Worker's Compensation Insurance. Each Party shall, at its own expense,
obtain and maintain in full force and effect during the Initial Term and any Additional Term of
this Joint Agreement worker's compensation insurance providing statutorily required coverage
for any and all of its employees that it assigns to work for or on behalf of the JDA.
Section 4.5. Requirements. All insurance required by this Section shall be taken out and
maintained in responsible insurance companies authorized under the laws of the State of
Minnesota to assume the risks covered thereby. Upon request, each Party will deposit annually
with the other party policies evidencing all such insurance or a certificate or certificates or
binders of the respective insurers stating that such insurance is in full force and effect. Unless
otherwise provided in this Article IV of this Joint Agreement, each policy shall contain a
provision that the insurer shall not cancel or modify it in such a way as to reduce the coverage
provided below the amounts required herein without giving written notice to the Parties at least
thirty (30) days before the cancellation or modification becomes effective. In lieu of separate
policies, a Party may maintain a single policy, blanket or umbrella policies, or a combination
thereof, having the coverage required herein, in which event the Party shall deposit with the
other Party a certificate or certificates of the respective insurers as to the amount of coverage in
force.
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20
ARTICLE V
DEFAULT AND TERMINATION
Section 5.1. Events of Default Defined. The following shall be "Events of Default"
under this Joint Agreement and the term "Event of Default" shall mean, whenever it is used in
this Joint Agreement (unless the context otherwise provides), any failure by any Party to observe
or perform any other covenant, condition, obligation or agreement on its part to be observed or
performed hereunder, or under the terms of this Joint Agreement.
Section 5.2. Remedies on Default. Whenever any Event of Default referred to in Section
5.1 of this Joint Agreement occurs, the non-defaulting Party may exercise its rights under this
Section 5.2 after providing thirty days written notice to the defaulting Party of the Event of
Default, but only if the Event of Default has not been cured within said thirty days or, if the
Event of Default is by its nature incurable within thirty days, the defaulting Party does not
provide assurances reasonably satisfactory to the non-defaulting Party that the Event of Default
will be cured and will be cured as soon as reasonably possible:
a. Suspend its performance under the Agreement until it receives assurances
that the defaulting Party will cure its default and continue its performance under the
Agreement.
b. Take whatever action, including legal, equitable or administrative action,
which may appear necessary or desirable to collect any payments due under this
Agreement, or to enforce performance and observance of any obligation, agreement, or
covenant under this Agreement.
Section 5.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Parties is intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitle a Party to exercise any
remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be
required in this Article V.
Section 5.4. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Joint Agreement should be breached by either Party and thereafter waived by
the other Party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
Section 5.5. Termination; Additional Term. Upon establishment of the JDA, this Joint
Agreement may only be terminated by mutual agreement of the Parties prior to December 31,
2038 (the "Initial Term"). Thereafter, unless terminated by either Party (a "Terminating Party")
21
upon one calendar year prior notice (the "Notice of Termination"), the Joint Agreement shall
automatically renew for a new term (or terms) of five (5) years (each an"Additional Term").
Section 5.6. City Option to Purchase Upon Termination. If County is the Terminating
Party, City shall have the option to purchase any then undeveloped area of the TCAAP Site at the
then fair market value of such land. The Parties may each exchange a certified appraisal of the
value of such land, with the final fair market value to be determined by adding the two appraisal
values together and dividing such figure in half(the "Land Option Value"). City shall have 180
days from the Notice of Termination within which to determine to exercise this option, and an
additional 180 days thereafter to close on such sale.
5.6.1. County Public Improvements. If County has not yet completed any
element of the County Public Improvements, the Parties shall determine the value of such work
by securing two engineering estimates with the final value to be determined by adding the two
values together and dividing such figure in half (the "County Improvements Option Value").
County shall pay such value to City within 180 days of closing on the sale of the remaining land
on TCAAP Site, or provide such security or financing sufficient in the opinion of City to insure
such County Public Improvements are completed in a timely manner. City at its sole option may
determine to offset the Land Option Value against the County Public Improvements Option
Value. County may determine to complete the remaining elements of the County Public
Improvements, and provide reasonable assurances and such security or financing sufficient in the
opinion of City to insure such County Public Improvements are completed in a timely manner.
Section 5.7. County Option Upon Termination. If City has not yet completed any
element of the City Public Improvements for a Development Site or Sites approved by the JDA,
the Parties shall determine the value of such work by securing two engineering estimates with
the final value to be determined by adding the two values together and dividing such figure in
half(the "City Public Improvements Option Value"). City shall pay such value to the County
within 180 days of Notice of Termination. City may determine to complete the remaining
elements of the City Public Improvements, and provide reasonable assurances and such security
or financing sufficient in the opinion of County to insure such City Public Improvements are
completed in a timely manner.
Section 5.8. Winding Up JDA Activities. In the event of termination, the JDA shall be
dissolved upon each Party adopting a resolution terminating the Joint Agreement. In this event,
the property of the JDA or its value, and any surplus moneys shall be disposed between the
Parties pursuant to the Annual Contribution Ratio or as the Parties may otherwise agree. The
Parties shall cooperate in good faith to wind down the activities of the JDA in an orderly manner
to minimize loss of public assets and liability from such winding down.
5.8.1. Notwithstanding termination, powers of the JDA under this Joint
Agreement shall continue to the extent necessary to:
a. Continue operation of the JDA Board until all then pending
applications for development of a Development Site have been reviewed and a final
decision made;
22
b. The JDA can settle and wrap up its affairs, including discharge of
any debt or liability associated with the operations pursuant to this Joint Agreement; and
C. Completion of the disposition and distribution of records, and of
all property contributed to or otherwise acquired for activities pursuant to this Joint
Agreement.
5.8.2. Upon termination, no property of the JDA shall be disposed of until
payment or performance of all obligations arising out of this Joint Agreement is complete as
provided in this Agreement.
5.8.3. Subsequent to termination, any future development on the TCAAP Site
shall be considered by City pursuant to the applicable elements of the TCAAP Master Plan, as it
may be amended in the sole discretion of City.
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23
ARTICLE VI
ADDITIONAL PROVISIONS
Section 6.1. Conflict of Interests. City and County, to the best of their respective
knowledge, represent and agree that no official, or employee of the representing Party shall have
any personal interest, direct or indirect, in this Joint Agreement, nor shall any such official, or
employee participate in any decision relating to this Agreement which affects that persons
personal interests or the interests of any corporation, partnership, or association in which the
person is, directly or indirectly, interested.
Section 6.2. Equal Employrnent Opportunity. The Parties agree for themselves and their
successors and assigns, that each will comply with all applicable federal, state, and local equal
employment and non-discrimination laws and regulations.
Section 6.3. Data Practices; Open Meeting. The books, reports, and records of the JDA
shall be available for and open to public inspection pursuant to the Minnesota Government Data
Practices Act, Minnesota Statutes Chapter 13. The JDA shall conduct its meetings pursuant to
the Open Meeting Law, Minnesota Statutes Chapter 13D.
Section 6.4. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of this Joint Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 6.5. Notices and Demands. Except as otherwise expressly provided in this Joint
Agreement, a notice, demand, or other communication under this Joint Agreement by either
party to the other shall be sufficiently given or delivered if it is dispatched by registered or
certified mail, postage prepaid, return receipt requested, or delivered personally; and
a. in the case of the County, is addressed to or delivered personally to the
County, Attn: County Manager, Suite 250 Court House, 15 West Kellogg Boulevard,
St. Paul, MN 55102;
b. in the case of the City, is addressed to or delivered personally to the City
at City Hall, Attn: City Administrator, 1245 Highway 96 West, Arden Hills, MN 55112;
or at such other address with respect to either such party as that party may, from time to
time, designate in writing and forward to the other as provided in this Section.
Section 6.6. Severability. If any of the terms or provisions contained herein shall be
declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining
provisions and conditions of this Joint Agreement, or the application of such to persons or
circumstances other than those to which it is declared invalid or unenforceable, shall not be
affected thereby and shall remain in full force and effect and shall be valid and enforceable to the
fullest extent permitted by law.
24
Section 6.7. Enforcement. In addition to any remedy available to the Parties in this Joint
Agreement or under law, specific performance of the provisions of this Joint Agreement may be
enforced against a Party by the other Party.
Section 6.8. Construction. This Joint Agreement and shall be construed according to the
laws of the State of Minnesota.
Section 6.9. Entire Agreement. Except as otherwise provided herein, the Joint
Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof, and there are no other representations, warranties, or agreements except as herein
provided.
Section 6.10. Counterparts. This Joint Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.11. Recording. Either party may record this Joint Agreement and, and any
amendments thereto in the real estate records of Ramsey County at the Party's expense.
Section 6.12. Representations of the Parties. Each Party represents that it has the
authority to enter into this Joint Agreement and carry out its respective obligations thereunder.
IN WITNESS WHEREOF, City and County have entered into this Joint Agreement as of
the date first stated in the caption of this Joint Agreement.
(Signature pages to follow)
25
(Signature and acknowledgment page for Ramsey County)
26
(Signature and acknowledgment page for Arden Hills)
27
SCHEDULE A
Depiction of TCAAP Site/Legal Description (needed for recording)
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409894v11 MTN AR200-13
SCHEDULE B
Elements of TCAAP Master Plan
A. Public Engagement Process. Prior to beginning work on the Master Plan, a public
engagement process will be defined. Public engagement activities will occur throughout the
master planning process and will be correlated to significant decision points. The public
engagement process will include:
a. Interactive participation by stakeholders
b. Community outreach and communication; and
C. Input from the development community.
B. Land Use Component to include:
a. Density, intensity, and use framework that is consistent with existing Mixed
Business and Mixed Residential zoning;
b. Definition of development character including aesthetic, streetscape, and
architecture themes; and
C. Identification of zoning district overlay categories.
C. Circulation and Movement Component to include:
a. Traffic study;
b. Location of spine road, major arterials, and collectors;
C. Pedestrian and bicycle circulation plan;
d. Street hierarchy including complete streets designations. Street hierarchy should
be based on consideration of both land use and circulation;
e. Identification of significant development nodes;
f. Identification of transit opportunities;
g. Principles of bridge design to incorporate site-wide design features; and
h. Right-of-way management and maintenance policy.
i. City right-of-way
ii. County right-of-way
iii. Privately maintained right-of-way
D. Utilities Component to include:
a. Private utilities plan to include location of Xcel substation;
b. Water utility plan;
C. Sewer plan;
d. Stormwater plan to include consideration of regional or site-wide stormwater
infrastructure; and
e. Renewable energy opportunities.
E. Parks and Open Space Component to include:
a. Park and open space plan shall include:
i. 20-acre central park;
ii. 4 2-acre neighborhood parks;
iii. Regional trail corridor;
iv. Reference to trail/pedestrian/bicycle circulation plan;
V. Cost estimate; and
vi. Park dedication policy.
b. Park and open space hierarchy to include general characteristics and use
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409894v11 MTN AR200-13
categories;
i. Amenities
ii. Recreation options
iii. Design features
C. Management and maintenance policy including consideration of whether park and
open space is publicly or privately managed and maintained.
F. Environmental Remediation Component to include:
a. Layer analysis of environmental features such as:
i. Soil types
ii. Topography
iii. Wetlands
iv. Contamination
b. Description and timetable of remediation process;
C. Description of how the remediation process is aligned to and affects the
development process; and
d. Site-specific remediation policy including the following requirements:
i. Response Action Plan
ii. Timeline
iii. Action steps and implementation plan
iv. Letter of Completion
G. Implementation Plan to include:
a. Identification of public improvements;
b. Cost estimate of public infrastructure;
C. Identification of financing options;
d. Identification of repayment mechanisms;
e. Public/private development phasing plan to align public infrastructure
investments with private development;
f. Analysis of public maintenance costs; and
g. Analysis of public revenue compared to cost of public maintenance and services.
H. Regulatory Plan to include:
a. Approval of zoning district overlays;
i. Design standards
ii. Massing
iii. Relationship with the street
iv. Setbacks
V. Parking
b. Landscaping and tree preservation plan;
C. Amenities in the right-of-way plan including gateway features;
d. Signage plan;
C. Lighting requirements;
f. Park dedication requirements based on policy;
g. Regulations on remediation policy enforcement;
h. Subdivision ordinance
i. Other regulations to support policies developed during the master planning
process;
j. Definition of fees, escrows, and cost of review; and
B-2
k. Public hearing and notices requirements.
B-3
SCHEDULE C
JDA Developer Application Review Process
1. Site-specific traffic study
2. Land use site plan review including payment of fees and escrow
3. Site-specific plans for the following:
a. Lighting
b. Landscape and streetscape
c. Grading and erosion control
d. Architecture, design, and building elevations
e. Parking
f. Circulation
4. Site-specific Response Action Plan approved by the MPCA
5. Agreements on management and maintenance of infrastructure and right-of-way
6. Development agreements
7. Construction phasing plans
8. Preliminary and final platting
9. Surveys
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409894v11 MTN AR200-13
SCHEDULE D
JDA Fee Schedule
(To be prepared by the JDA)
I
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409894v11 MTN AR200-13
SCHEDULE E
Fiscal Agent
The Fiscal Agent shall:
1. Be responsible for cash management,payment processing, preparing budgets, and
financial reporting.
2. Receive all funds of the JDA for deposit into and shall make disbursements from the
JDA Accounts. The Fiscal Agent will manage the depository accounts with its primary bank,
which as of the date of the JPA is US Bank.
3. Maintain current and accurate records relating to JDA accounts.
4. Account for all funds according to generally accepted accounting principles and County's
usual accounting practices.
5. Provide financial reports to the Board quarterly, unless the Board directs that reports be
more often. The reports shall include statements of revenue and expenses costs and
disbursements) and budget reports, accounts receivable, accounts payable, and information as
described in the JPA with respect to the annual budget. The reports shall be provided directly to
the Chair and Vice-Chair and also delivered to the Board.
6. Disbursements and financial management shall be as provided in the JPA and with
respect to cost recovery, as described in the JPA. The Fiscal Agent shall provide reports of
disbursements relating to such cost recovery upon their occurrence directly to the Chair and Vice
Chair of the JDA Board, the City Administrator and the County Manager and shall include
reports thereof at least quarterly to the Board.
7. Maintain all financial records and reports for a period of six (6) full fiscal years.
8. The Fiscal Agent services shall be provided by the County Department of Finance. The
Fiscal Agent shall charge fees for service to the JDA, and the fees shall be paid in accordance
with the annual budget, and shall be subject to cost recovery as provided in the JPA. The Fiscal
Agent shall report to the County Manager and City Administrator and to the Chair.
9. The Fiscal Agent shall report to Fees for Fiscal Agent services shall be charged to and
paid by the JDA as an expense as provided in Section 2 of the JPA.
10. Audits will be conducted in accordance with the requirements of the State Auditor,
Ramsey County policy, and the requirements of any agency providing funds for the activities of
the JDA, and results shall be reported timely to the Ramsey County Audit Committee and the
JDA Board. Audit fees will be charged to the JDA as an expense of the JDA.
11. The Parties agreement regarding the engagement of the County as the Fiscal Agent shall
be the same length as the term of the JPA and the termination process shall be as provided in the
E-1
JPA for termination of the JDA.
12. The Parties shall use good faith to attempt to resolve by negotiation disputes relating to
the Fiscal Agent and noncompliance with the requirements for the Fiscal Agent or the
requirements of the Fiscal Agent with respect to the JDA, and upon agreement shall use any
available dispute resolution process including mediation and arbitration and failing to negotiate
or resolve the dispute by such means may elect to resolve the dispute by legal action. In the
event the Fiscal Agent determines that there is a dispute relating to the Fiscal Agent, the Fiscal
Agent shall report the existence of the dispute to the City Manager, City Administrator, Chair
and Vice Chair of the JDA.
13. Changes to the scope of services and responsibilities of the Fiscal Agent shall be made by
written agreement of the Parties, which shall be deemed an amendment of the JPA.
14. County shall not have any liability to City for acting as Fiscal Agent, and without limiting
the liability of County as provided under the JPA as a Party, in its capacity as Fiscal Agent,
County is not liable for management decisions of the JDA nor liable for cash shortfalls or any
payments as a result of insufficient funds due to funding shortfalls of the JDA.
E-2
Attachment
Amended Offer to
Purchase Agreement
November 26, 2012, City Council Meeting
AMENDED OFFER TO PURCHASE
The undersigned,County of Ramsey, a political subdivision of the State of Minnesota,having an
address at 250 City Hall-Courthouse, St. Paul, Minnesota, 55102, (hereafter called the
"Purchaser")hereby offers to purchase from the UNITED STATES OF AMERICA, acting by
and through the General Services Administration, Property Disposal Division, Region One, 10
Causeway Street, Room 925, Boston, Massachusetts 02222, (hereafter called the
"Government") on the terms and subject to the conditions set forth, a parcel of real property
comprised of approximately 427 acres of land, including improvements thereon, known as a
portion of the former Twin Cities Army Ammunition Plant (TCAAP), more particularly shown
on the plan attached hereto as Exhibit A and incorporated herein (the"Property").
Notwithstanding the foregoing, all buildings and personal property comprising the groundwater
remediation and monitoring well systems will be retained by the Government and are not a part
of the Property.
This Amended Offer to Purchase (the Amended Offer to Purchase is referred to herein as this
"Offer") supersedes and replaces in its entirety the Offer to Purchase dated December 28, 2011
signed by Purchaser and with respect to the Property(referred to herein as the"Original Offer")
and the acceptance hereof shall constitute an agreement("Agreement") between the Purchaser
and the Government, effective as of the date of acceptance. The Agreement shall constitute the
whole contract to be succeeded only by subsequent agreements, to be determined by the parties,
and the formal instruments of transfer, unless modified in writing and signed by both parties.
No oral statements or representations made by, or for, or on behalf of either party shall be a part
of such contract. Prior to any closing, this Offer, or any interest herein, shall not be transferred
or assigned by the Purchaser without the written consent of the Government, and any such
action, without such consent, shall be void. Negotiated sales to public bodies under 40 U.-S.-C.
545(b)(8) will be considered only when the disposal agency has made a determination that a
public benefit will result from the negotiated sale which would not be realized from a
competitive sale disposal.
TERMS AND CONDITIONS
1. PURCHASE PRICE. The purchase price for the Property is $28,000,000 and reflects the
elimination from the Original Offer of the North Access Road (as was defined in the Original
Offen(the"Purchase Price"). Pursuant to the Original Offer, the Government and the
Purchaser reached an agreement on the dollar value of the following credits to the Purchase
Price: (i) the agreed upon cost to demolish all structures on the Property(utilities, infrastructure
and buildings), including the costs to remove and dispose of any contaminants present in the
structures; (ii)the agreed upon cost to remediate hazardous substances and petroleum in the soil
on the Property to achieve the highest and best use; and (iii) the agreed upon cost to relocate or
otherwise alter the groundwater treatment and monitoring well systems.
The Original Offer was an offer to purchase 430 acres of land and the land referred to in the
Original Offer as the North Access Road. This Offer reflects the Army's expressed need to
maintain the footprint on the Property for the groundwater treatment system and the request
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176632v1
from Federal Highway Administration and subsequent agreement from GSA to transfer a
portion of the Property for highway purposes that reduces the acreage and results in an
adjustment of the Purchase Price as provided in this Section 1. The Government and the
Purchaser have further reached an agreement on the dollar value of the following additional
credits and adjustments to the Purchase Price (numbered to be continuous with the already
agreed upon credits): (iv) the lack of utility for the land that is occupied by the ground water
treatment plant and subgrade collection system; and(v) the land to be conveyed by the
Government to the Federal Highway Administration for additional highway right-of-way for the
improvement of Highways 96 and US 10 at their intersection/interchange. The amount of the
credit for item (iv) is with respect to 5.5 acreas and is $357,500 and the amount for item (v) is
with respect to 2.99 acreas and is $194,350.00. A summary is provided below:
Item (iv)— 5.5 acres, or$357,500.00
Item (v)—2.99 acres or$194,350.00
Items (iv,v)—8.49 acres or$551,850
Purchase Price before credit items (i)—(v) $28,000,000.00
Original credit amount (Items i,ii,iii) $22,549,125.00
Items (iv) and (v) $551,850.00
Purchase Price after credits $4,899,025.00
Not included in the credit for remediation are the costs for due diligence activities: (i)typically
performed by a purchaser in the acquisition of real property that is similar to the Property; and
(ii) performed in connection with the development of the Property.
Pursuant to the Original Offer,Purchaser delivered to the Government on or about December 28,
2011 an initial earnest money deposit (the"Initial Deposit") in the amount of Three Hundred
Thousand and no/100 Dollars ($300,000.00), in the form of certified or cashier checks made
payable to the U.S. General Services Administration,and also delivered to the Government on or
about May 10, 2012 an additional earnest money deposit (the "Second Deposit") of Two
Hundred Ninety-Five Thousand Eighty-Seven and 50/100 Dollars ($295,087.50). The amount
of earnest money deposit already delivered to the Government is $595,087.50. The Initial
Deposit and the Second Deposit are together the"Deposit". For the purposes of this Offer the
Deposit shall be deemed as being delivered pursuant to this Offer.
2. DELIVERY OF INSTRUMENTS OF CONVEYANCE. The transfer of title to the
Property to the Purchaser will be phased and will occur at two separate closings, which are
described below:
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176632v1
A. Initial Closing. The initial closing(the "Initial Closing") will occur within thirty
(30) days following the later of. (i)the Government's acceptance of this Offer; or(ii)
Purchaser's notice to the Government that the Remediation Financing (as defined in
Section 6 below) is satisfactory. Notice to the Government shall be delivered to the
Government on or before December 20, 2012, as provided in Section 6 below. At
the Initial Closing: (i)the Deposit will be applied to the Purchase Price and the
Purchaser will by certified or cashier check deliver to the Government such
additional amount as required to cause the amount paid with respect to the Purchase
Price to equal twenty percent (20%) of the outstanding Purchase Price (as adjusted
by the credits referenced in Section 1 above); (ii) the Government will deliver to the
Purchaser a deed (the "Initial Deed") for a portion of the Property containing
approximately 397acres of land as described on Exhibit A-1 attached hereto (which
does not include the land conveyed for highway purposes as provided in Section 1
above); (iii)the Government and the Purchaser will enter into a lease(the"Lease"), a
draft of which is attached hereto as Exhibit C for approximately 30 acres of land(the
"Leased Property"), which land is highlighted in red and brown on the map attached
as Exhibit B; and (iv) the United States Department of Army(the"Army") and the
Purchaser will enter into a Memorandum of Agreement in order to set forth the terms
and conditions governing the interaction of the Purchaser and the Army relating to
property management, environmental response actions, continued operation and
maintenance by the Army of the groundwater remediation systems, and other
matters.
B. Final Closing. Within ten(10)business days following receipt by the Army of
appropriate written assurances from the MPCA and concurrence from the United
States Environmental Protection Agency("EPA") determining that the Leased
Property has been remediated to the Minnesota Tier II Industrial/Commercial Soil
Reference Values; and (ii) the Government's receipt of the balance of the Purchase
Price due from Purchaser(as adjusted by the credits referenced in Section 1 above),
as the same may be diminished by credits to the Purchaser for costs of Self Help as
described in Section 27 of this Offer, the Government will deliver to the Purchaser a
deed for the Leased Property(the"Final Deed").
The Initial Deed will retain all necessary rights to ensure that the Leased Property remains
marketable(including,without limitation, a retention of rights for access to and from the Leased
Property), which rights shall terminate if, as and when the deed for the Leased Property is
delivered to the Purchaser.
Each deed will include certain environmental covenants required by Chapter 114E of the
Minnesota Statutes (the"Environmental Covenants") and certain land use controls required by
the Land Use Control Remedial Design (the"Land Use Controls") prepared by the Army and
approved by EPA and MPCA (the"LUCRD"). Each deed will contain all of the warranties set
forth in the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), § 120(h)(3), 42 U.S.C. § 9620(h)(3). Each deed will also retain all necessary
rights to allow the Government and its successors and assigns, to facilitate the continued
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176632v1
operation and maintenance of the groundwater remediation and monitoring well systems
including, without limitation, rights related to access.
3. CONTINUING OFFER. This Offer shall be deemed a firm and continuing offer from
the date of receipt by the Government of this Offer executed by the Purchaser in accordance with
the terms of this Offer along with the Deposit until accepted or rejected by the Government;
provided,however, that after 120 days have elapsed from the date of such receipt,the Purchaser
not having received notice of acceptance may consider this Offer rejected and shall be entitled to
the return of the Deposit, and if the Government desires to accept the Offer after such 120 days,
the consent of the Purchaser thereto shall be obtained, provide that if the Purchaser does not
consent, the Government shall promptly return the Deposit to the Purchaser.
4. NOTICE OF ACCEPTANCE OR REJECTION. Notice by the Government of
acceptance or rejection of this Offer shall be deemed to have been sufficiently given when
delivered or mailed to the Purchaser or its duly authorized representative at the address indicated
in this Offer.
5. RESOLUTION. There shall be attached to this Offer a copy of the Purchaser's duly
executed resolution authorizing the purchase of and funding for the purchase price of the
property. The resolution shall be duly certified under the County seal of the Purchaser to be a
true copy.
6. RESCISSION. The Purchaser may rescind its offer, and the Government will return
any earnest money(e.g. the Deposit) paid up until the date of rescission, i£ (i)State or other
agency financing for the remediation and redevelopment of the Property in such amounts and
form as deemed acceptable to Purchaser in Purchaser's sole discretion is not obtained or
otherwise made available or committed to Purchaser in such manner as satisfactory to Purchaser
in Purchaser's sole discretion(the"Remediation Financing") on or before December 20, 2012.
If Purchaser does not deliver notice to the Government on or before December 20, 2012 that
condition(i)has been satisfied or waived,this Offer shall be deemed rescinded by Purchaser,the
Government shall promptly return the Deposit to Purchaser(without interest), and this Offer
shall immediately terminate and the parties shall have no further obligation to each other expect
the obligation of the Government to return the Deposit to Purchaser. Purchaser's notice shall be
by a writing by the County Manager, or her designee, and shall be delivered to the Government
by electronic delivery(email) to Kevin Legare, Real Property Utilization and Disposal, US
General Services Administration, Thomas P. O'Neill Federal Building , Tenth Floor., 10
Causeway Street, Boston , MA 02222; kevin.legare&gsa.gov, with confirmation of transmittal
to follow, or by U.S. Mail, and shall be deemed delivered upon execution by County of the
electronic instruction to send the email notice or upon deposit in the U.S. Mail addressed as set
forth above. The Government may rescind its acceptance of this Offer if it is reasonably
determined by the Government that such action is justified for such causes as a military conflict,
a national emergency, or evidence of default, by the Purchaser. For the purpose of this Offer,
default shall include but not be limited to, misrepresentation or other wrongful conduct,
assignment of the Offer, violation of the covenant against contingencies fees, and inability to
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176632v1
effectuate a timely closing. Any rescission will be without liability on the part of the
Government other than to return the earnest money deposit without interest
7. DEEDS WITHOUT WARRANTY. The Government shall transfer title to the
Property by quitclaim deeds.
8. REVOCATION OF OFFER AND DEFAULT. In the event of revocation of the
Offer prior to acceptance and after the date provided in Section 6 prior to which the Purchaser
may elect to rescind its offer or elect not to consider the condition therein satisfied or waived and
thereby the Government is obligated to return the Deposit to the Purchaser , or in the event of
any default by the Purchaser in the performance of the contract created by such acceptance not
cured within sixty(60) days, the Deposit, together with any payments subsequently made on
account,may be forfeited at the option of the Government,in which event the Purchaser shall be
relieved of further liability.
9. INSPECTION. Failure of the Purchaser to inspect or to be fully informed as to the
condition of all or any portion of the Property shall not constitute grounds for any claim or
demand for adjustment or withdrawal of the Offer. The Purchaser shall be deemed to have
relied solely on its own judgment in assessing the overall condition of all or any portion of the
Property.
10. CONDITION OF PROPERTY. Except as otherwise provided herein, the Property is
offered"as is" and"where is"without representation, warranty, or guarantee as to quality,
quantity, character, condition, size, or kind, or that the same is in condition or fit to be used for
any purpose for which it is intended.
11. POSSESSION. Except as provided in this Section 11, possession by the Purchaser of
the Property will be granted upon the Initial Closing. The Government will, within ten(10)
business days of acceptance by the Purchaser of the Offer, enter into a License Agreement with
Purchaser allowing the Purchaser to complete environmental testing on the Property. A draft of
the License Agreement is attached as Exhibit D.
12. TITLE EVIDENCE. Any title evidence which may be desired by the Purchaser will
be procured at its sole cost and expense. The Government will, however, cooperate with the
Purchaser or its authorized agent in this connection by providing a copy of all documentation in
its possession pertaining to the title of the Property. It is understood that the Government will
not be obligated to pay for any expense incurred in connection with title matters or survey of the
Property.
13. LIABILITY. If this Offer is not accepted for any reason or no reason at all, or if this
Offer is accepted and (i) the Government fails for any reason to perform its obligations as set
forth herein, or(ii)title to the Property does not transfer and vest in the Purchaser for reasons
outside the Purchaser's control, the Government shall promptly refund to the Purchaser all
amounts paid by Purchaser, without interest, whereupon the Government shall have no further
liability to the Purchaser.
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14. TAXES AND RECORDING. The Purchaser shall pay all taxes imposed on this
transaction and shall obtain at its own expense and affix to all instruments of conveyance and
security documents such revenue and documentary stamps as may be required by Federal and
local law. All instruments of conveyance shall be placed on record in the manner prescribed by
local recording statutes at the Purchaser's expense. A recorded copy of the deeds shall be
supplied by the Purchaser to the Government within ten (10)business days of conveyance.
15. COVENANT AGAINST CONTINGENT FEES. The Purchaser warrants that it has
not employed or retained any person or agency to solicit or secure this Offer upon any agreement
or understanding for a commission, percentage, brokerage, or contingent fee. Breach of this
warranty shall give the Government the right to terminate the Offer without liability or in its
discretion to recover from the Purchaser the amount of such commission,percentage,brokerage
or contingent fee in addition to the consideration herein set forth. This warranty shall not apply
to commission's payable by the Purchaser upon the contract secured or made through bona fide
established commercial agencies maintained by the Purchaser for the purpose of doing business.
"Bona fide established commercial agencies"has been construed to include licensed real estate
brokers engaged in the business generally.
16. ZONING. Verification of the present zoning and determination of permitted uses
hereunder, along with compliance of the Property for present or proposed future use, shall be the
responsibility of the Purchaser and the Government makes no representation in regard thereto.
The Government does not guarantee that any zoning information is necessarily accurate or will
remain unchanged. Any inaccuracies or changes in the zoning information shall not be cause
for adjustment or rescission of any contract resulting from the Government's acceptance of the
Offer.
17. NON-DISCRIMINATION. The Purchaser covenants for itself, its successors and
assigns and every successor in interest to the Property hereby conveyed, or any part thereof,that
the said Purchaser and such successors and assigns shall not discriminate upon the basis of race,
color, sex, religion, or national origin in the use, occupancy, sale, or lease of the Property, or in
their employment practices conducted thereon. This covenant shall not apply, however, to the
lease or rental of a room or rooms within a family dwelling unit;nor shall it apply with respect to
religion to premises used primarily for religious purposes. The United States of America shall
be deemed a beneficiary of this covenant without regard to whether it remains the owner of any
land or interest therein in the locality of the Property hereby conveyed and shall have the sole
right to enforce this covenant in any court of competent jurisdiction.
18. PROPERTY TO BE SOLD SUBJECT TO EASEMENTS AND LUCRD. The
Property will be sold subject to the LUCRD and any and all existing recorded reservations,
easements, restrictions, and rights including those reservations, easements, restrictions and
rights for private and public roads,highways, streets, pipelines,railroads, utilities, waterlines,
sewer mains and lines, drainage, power lines, rights-of-way and remediation controls imposed
upon the Property. At the request of Purchaser or its successors or assigns, the Government
will,within ten(10)business days of receipt by the Army of appropriate written assurances from
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the MPCA and concurrence from the EPA determining that the Property has been remediated to
allow removal of applicable easements and LUCRD restrictions and authorizing the amendment
of the LUCRD and deed, remove such easements and LUCRD restrictions and amend the deed
to the Property. Notwithstanding the foregoing, the Purchaser or its successor or assigns shall
make such request no more than two (2)times in total and,in the event the process for receiving
such appropriate written assurances is lengthy and unduly cumbersome, the Government shall
have the right to allow for the Purchaser or its successor or assigns to make only one (1) such
request in total.
19. EXCLUSIONS. Buildings and personal property associated with the groundwater
remediation and monitoring well systems shall be retained by the Army. The buildings and
personal property associated with the groundwater remediation and monitoring well systems are
identified in the attached Exhibit B.
20. EXCESS PROFITS COVENANT FOR NEGOTIATED SALES TO PUBLIC
BODIES. This covenant shall run with the land starting the date of the Initial Deed and
continuing until the date that is three years after the date of delivery of the Final Deed. If at any
time before the date that is three years after the date of the transfer of title by the Government by
the Final Deed, Purchaser, or it successors or assigns, shall sell the Property in a single
transaction or shall sell all or any of it in a series of transactions, it is covenanted and agreed that
all proceeds received in excess of Purchaser's or a subsequent seller's actual allowable costs will
be remitted to the Government. In the event of a sale of less than the entire Property, actual
allowable costs will be apportioned to the portion of the Property sold based on a fair and
reasonable determination by the Government.
a) For purposes of this covenant, Purchaser's or a subsequent seller's allowable costs shall
include: (i) the purchase price of acquiring the Property; (ii) the direct costs actually
incurred and paid for physical improvements on the subject Property for the following:
improvements on the Property which serve only that Property, including road
construction, storm and sanitary sewer construction, other public facilities or utility
construction,building rehabilitation and demolition, landscaping, grading, and other site
or public improvements; (iii) the direct costs actually incurred and paid for design and
engineering services with respect to the improvements described; and (iv)the finance
charges actually incurred and paid in conjunction with loans obtained to meet any of the
allowable costs enumerated above.
b) None of the allowable costs described in paragraph (a) of this section will be deductible
if defrayed by Federal grants or if used as matching funds to secure Federal grants.
To verify compliance with the terms and conditions of this covenant, the Purchaser, or its
successors or assigns, shall submit to the Government on the anniversary date of the Initial Deed
an annual report for each year after the date of the Initial Deed and shall continuing doing so on
each such anniversary date until the end of the period that is three years after the date of the Final
Deed(and if the date that is three years after the date of the Final Deed is not an anniversary date
of the Initial Date, the report for the final year shall be for the partial year ending on date that is
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three years after the anniversary year of the Final Deed)..Each report will identify the portion of
the Property involved in the transaction and will contain such of the following items of
information as are applicable at the time of the submissions: (i) a statement indicating whether
or not a resale has been made; (ii) a description of each portion of the Property that has been
resold; (iii) the sale price of such resold portion (iv) the identify of each purchaser; (v) the
proposed land use; and(vi)an enumeration of any allowable costs incurred that would offset any
profit realized.
The Government may monitor the Property involved and inspect records related thereto to
ensure compliance with the terms and conditions of this covenant and may take any actions
which it deems reasonable and prudent to recover any excess profits realized through the resale
of the Property.
21. OBJECTS AFFECTING NAVIGABLE AIRSPACE.Pursuant to the requirements of
House Report Number 95-1053 entitled"FAA Determinations of`No Hazard' For Structures
Near Airports", it has been determined that the Property is located within six (6) nautical miles
of the Blaine-Anoka County Airport. No construction on or alternation of the Property or any
portion thereof shall be undertaken by the Purchaser, its heirs, successors or assigns unless and
until a written determination of no hazard to air navigation shall have been issued the FAA
pursuant to 14 CFR Part 77 "Objects Affecting Navigable Air Space" or under the authority of
the Federal Aviation Act of 1958, as amended. This restriction shall run with the Property.
22. GOVERNMENT'S RIGHT TO EXTEND CLOSING. Upon mutual agreement
between the Government and Purchaser, the Government may reasonably extend the date of the
Initial Closing and/or the Final Closing for the purpose of executing any documents necessary
for transfer of the Property, including but not limited to any necessary environmental
certifications.
23. NOTICE OF THE POSSIBLE PRESENCE OF LEAD-BASED PAINT. Pursuant to
the Residential Lead-Based Paint Hazard Reduction Act of 1992, Public Law 102-550 (Title X),
the Government hereby acknowledges the required disclosure of the presence of any known
lead-based paint and/or lead based paint hazards in target housing constructed prior to 1978 on
the Property described in the Deed. The Property contains no improvements defined by Title X
as target housing. The Purchaser warrants all structures will be demolished and no occupancy of
any kind shall occur on the improvements now located on the Property. After the date of
conveyance, the Government shall assume no liability for damages for personal injury, illness,
disability or death to the purchaser, or to any other person, including members of the general
public, arising from or incident to, the purchase, transportation, removal, handling, use
disposition or other activity causing or leading to contact of any kind whatsoever with
lead-based paint on the Property, whether the Purchaser has properly warned or failed to
properly warn the individual(s) injured
24. ENVIRONMENTAL HAZARDOUS SUBSTANCE ACTIVITIES. Twin Cities
Army Ammunition Plant was used in the manufacturing of small caliber ammunition. The
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Property is listed on the National Priorities List(NPL). A detailed disclosure of hazardous
substances stored, released, or disposed on the Property is attached hereto as Exhibit E.
25. CERCLA ACCESS. Government reserves a right of access to all portions of the
property for environmental investigation, remediation or other corrective action. This
reservation includes the right of access to and use of available utilities at reasonable cost to
Government. These rights shall be exercisable when a remedial action, response action or
corrective action is found to be necessary after the date of this conveyance, or in which access is
necessary to carry out a remedial action, response action, or corrective action on adjoining
property. Pursuant to this reservation, the United States of America, and its respective officers,
agents, employees,contractors and subcontractors shall have the right(upon reasonable advance
written notice to the record title owner) to enter upon the Property and conduct investigations
and surveys, to include drilling, test-pitting, borings, data and records compilation and other
activities related to environmental investigation, and to carry out remedial or removal actions as
required or necessary, including but not limited to the installation and operation of monitoring
wells, pumping wells, and treatment facilities. Any such entry, including such activities,
responses or remedial actions, shall be coordinated with the record title owner and shall be
performed in a manner that minimizes interruption of activities of authorized occupants, and
shall not unreasonably interfere with the conduct of business on the Property, and shall repair
any damage to the Property, including improvements thereon, resulting from such entry to the
condition existing immediately before its entry thereon.
26. REMEDIATION OF LEASED PROPERTY. The Army is ultimately responsible for
ensuring that any and all necessary response actions are taken at the Leased Property for releases
that are attributable to the Army. Notwithstanding the foregoing, the Purchaser agrees that the
Lease will require that the Purchaser commence the remedial actions necessary to satisfy the
Government's obligation under the Federal Facilities Agreement dated August 12, 1987 (the
"FFA") and entered into by and between the MPCA,the EPA and the Army provided,however,
that the Government will retain the obligation to investigate and remediate any"Unknown
Environmental Conditions" at the Leased Property. The term "Unknown Environmental
Conditions" will be defined in the Lease as:
Any hazardous substance not identified as present on the Leased Property in the reports listed in
Exhibit F hereto, which will be incorporated in the Lease, or the presence of any hazardous
substance identified as present on the Leased Property in such reports, but discovered after the
effective date of the Lease to be present in locations not identified in such reports.
As indicated in Exhibit C,no rental payment under the Lease will be due by the Purchaser. The
term of the lease will be for a period of time commencing on the date of the Initial Closing and
expiring on the date on which the Government will deliver to the Purchaser a deed for the Leased
Property.
27. SELF HELP FOR UNKNOWN ENVIRONMENTAL CONDITIONS. If Purchaser
discovers Unknown Environmental Conditions on the Leased Property prior to the Final
Closing, the Purchaser will, within five (5)business days of the discovery, notify the
Government and will secure the area where the release was discovered for inspection by the
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Army. The Army will complete the inspection as soon as possible, but no later than five (5)
business days after receipt by the U.S. Government of notification from the Purchaser of the
discovery of the Unknown Environmental Condition. The Army and the Purchaser agree to
confer regarding the scope of any investigation and remediation that may be necessary within
five(5)business days of the Army's inspection of the release. If the Purchaser and Army agree
that the Army can perform the investigation and remediation of the release (1) at less cost than
the Purchaser and (2) within the same time frame as the Purchaser, the Army has the option to
complete any necessary investigation and remediation required by the MPCA or EPA with
respect to the Unknown Environmental Condition. If the Army cannot complete the
investigation and remediation within the same time frame as the Purchaser, then the Purchaser
will perform the investigation and remediation of the release. In either case, the Purchaser will
provide the Government with all test results or reports produced or generated regarding the
Unknown Environmental Condition. If the Purchaser conducts the investigation and
remediation, the Purchaser may immediately utilize the balance of the Purchase Price held back
at the Initial Closing to complete any necessary investigation and remediation required by the
MPCA or EPA with respect to the Unknown Environmental Condition, and will provide the
Government with written documentation of all costs it incurs to complete the work. Nothing in
this Offer, including but not limited to this Section 27, will in any way limit the Government's
obligation to investigate and remediate Unknown Environmental Conditions present on the
Leased Property, and said obligation shall survive the Initial Closing and Final Closing.
28. RIGHT TO CURE. In the event a party hereto fails to observe or perform any of its
obligations under this Offer, after having been provided written notice and failing to cure the
default within sixty(60) days, the other party will be entitled to exercise any and all of the
remedies for breach which are provided for herein.
29. RETAINED LIABILITIES AND RESPONSIBILITIES. The Government retains
liability after the transfer of the Property to the Purchaser for remediation for: (1) nuclear,
biological and chemical contamination; (2)munitions and explosives of concern, including
unexploded ordnance; (3) groundwater remediation required under the FFA, as further described
below; and(4) any other liability required by law to be retained by the Government pursuant to
CERCLA, § 120(h)(3), 42 USC §9620(h)(3).
All responsibility for remediation of the groundwater and management and operation of the
groundwater treatment and monitoring well systems will be retained by the Army. Pursuant to
the FFA, the Army is required to pump and treat or otherwise remediate groundwater on, at,
under, or emanating from TCAAP (including the Property). Due to the foregoing, the Army
previously constructed two (2) groundwater recovery systems consisting of eighteen (18)
extraction wells(thirteen (13) on the Property), seventeen(17)pump houses (twelve(12)on the
Property), one (1) groundwater collection trench, two (2) water treatment plants, underground
force main infrastructure, and more than 40 monitoring wells. A map of the groundwater
recovery systems is attached hereto as Exhibit B. All buildings and personal property
associated with the groundwater remediation and monitoring well systems will be retained by
the Army so long as the Army is required to perform its groundwater remediation
responsibilities. If the Purchaser desires to relocate or otherwise alter the groundwater recovery
system, the Purchaser must receive the prior written approval of the Army, EPA and MPCA.
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Upon completion of all necessary groundwater remediation and upon obtaining the necessary
regulatory closures, the groundwater recovery systems (including all buildings and personal
property associated therewith) will be conveyed without cost to the Purchaser.
From the time of the First Closing and until the Army completes the groundwater remediation,
the Government shall retain the right to access and perform the Government's remediation
activities on the Property, and the Purchaser shall not perform construction on and/or otherwise
restrict the Government's access to the extraction wells and monitoring wells shown on Exhibit
B, or any new wells required by the MPCA or EPA to be installed on the Property. The
Government shall have the right (in its sole and absolute discretion)to reserve all reasonably
necessary rights in the deeds for the Property to allow the Army to effectively perform its
groundwater remediation activities.
30. EXPLANATORY STATEMENT. An explanatory statement shall be prepared and
transmitted to the appropriate Congressional Committees prior to the Government's acceptance
of this Offer. The explanatory statement will provide a comprehensive review of the
negotiations, the Property and terms of the transaction in accordance with 40 USC 545(b)(8).
Within five(5) business days following a favorable review by the appropriate Congressional
Committees, the Government will accept this Offer.
31. EXHIBITS. All exhibits referenced in this Offer and attached hereto are hereby
incorporated herein and made a part of this Offer.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the County of Ramsey has caused this Offer to be executed and
delivered to the United States of America acting by and through the General Services
Administration this day of , 2012
COUNTY OF RAMSEY
Rafael Ortega, Chair
Ramsey County Board of Commissioners
Date:
Bonnie Jackelen, Chief Clerk
Ramsey County Board of Commissioners
Date:
ACKNOWLEDGEMENT
STATE OF MINNESOTA )
ss.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of ,
2012 by Rafael Ortega and Bonnie Jackelen,the Chair and Chief Clerk respectively of the Board
of Ramsey County Commissioners, a political subdivision of the State of Minnesota on behalf of
the County.
Notary Public
My commission expires:
Approved as to form:
Assistant County Attorney
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ACCEPTED THIS DAY OF , 2012.
UNITED STATES OF AMERICA
Acting by and through the
U.S. General Services
Administration
BY:
John E. Kelly
Director, Real Property Utilization and Disposal
ACKNOWLEDGEMENT
Commonwealth of Massachusetts
County of Suffolk
In Boston, in said County and State on this day of 2012 before me personally
appeared John E. Kelly, Director Real Property Utilization and Disposal, General Services
Administration, Boston,Massachusetts, duly empowered and authorized,known by me to be the
party executing the foregoing instrument and by him duly executed to be his free act and Deed in
his capacity as Director Property Disposal, United States General Services Administration,
Boston Massachusetts.
Carol H. Chirico, Notary Public
My commission expires August
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Exhibit A
That part of the Southwest Quarter of the Northwest Quarter of Section 9, Township 30 North,
Range 23 West, Ramsey County, Minnesota, lying southerly of the following described line:
Commencing at a point on the north line of said Northwest Quarter of Section 9 distant
fifty(50) feet westerly of the northeast corner of said Northwest Quarter; thence
southerly along a line parallel with the east line of said Northwest Quarter a distance of
550.00 feet; thence westerly along a line parallel with the north line of said Northwest
Quarter a distance of 1,425.22 feet to the point of beginning of the line to be described;
thence southerly along a line parallel with the west line of said Northwest Quarter a
distance of 1,235.00 feet; thence westerly along a line parallel with the north line of said
Northwest Quarter a distance of 1,160.0 feet, more or less, to said west line of the
Northwest Quarter, and said line there terminating.
And lying westerly of the following described line:
Commencing at the North Quarter corner of said Section 9; thence North 89 degrees 52
minutes 51 seconds West, assumed bearing, along the north line of said Northwest
Quarter a distance of 50.00 feet; thence South 00 degrees 43 minutes 50 seconds East
along a line parallel with the east line of said Northwest Quarter a distance of 550.00
feet; thence North 89 degrees 52 minutes 51 seconds West along a line parallel with the
north line of said Northwest Quarter a distance of 1,425.22 feet to the point of
beginning of the line to be described; thence South 00 degrees 33 minutes 53 seconds
East along a line parallel with the west line of said Northwest Quarter a distance of
2,206.32 feet and said line there terminating
And lying easterly of the following described line:
Commencing at the west quarter corner of said Section 9; thence easterly on an azimuth
of 90 degrees 01 minute 58 seconds along the east and west quarter line thereof and
the boundary of Minnesota Department of Transportation Right of Way Plat No. 62-45,
as the same is on file and of record in the office of the Registrar of Titles in and for said
County, for 182.41 feet to Right of Way Boundary Corner B4406 and the point of
beginning of the line to be described; thence on an azimuth of 359 degrees 18 minutes
09 seconds along the boundary of said plat for 5.78 feet to Right of Way Boundary
Corner B7; thence on an azimuth of 359 degrees 25 minutes 22 seconds along the
boundary of said plat for 850.31 feet to Right of Way Boundary Corner B6; thence
continuing on said azimuth of 359 degrees 25 minutes 22 seconds, along the northerly
extension of the last described boundary line, for 100.00 feet and said line there
terminating.
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Together with that part of BROOK LAND ACRES, Ramsey Co., Minn., and that part of the
South Half of Section 9, Township 30 North, Range 23 West, Ramsey County, Minnesota, and
that part of Section 16, said Township 30 North, Range 23 West, EXCEPT the southerly 133.00
feet of said Section 16, all lying easterly of the following described line:
Commencing at the west quarter corner of said Section 9; thence easterly on an azimuth of 90
degrees 01 minute 58 seconds along the east and west quarter line thereof and the boundary of
Minnesota Department of Transportation Right of Way Plat No. 62-44,as the same is on file and
of record in the office of the County Recorder in and for said County, for 182.41 feet to Right of
Way Boundary Corner B4406 and the point of beginning of the line to be described; thence on
an azimuth of 179 degrees 18 minutes 09 seconds along the boundary of said plat for 1,176.34
feet to Right of Way Boundary Corner B1; thence on an azimuth of 160 degrees 23 minutes 53
seconds along the boundary of said plat for 771.62 feet to Right of Way Boundary Corner B2;
thence on an azimuth of 179 degrees 18 minutes 09 seconds along the boundary of said plat for
140.00 feet to Right of Way Boundary Corner B3; thence on an azimuth of 218 degrees 11
minutes 13 seconds along the boundary of said plat for 398.25 feet to Right of Way Boundary
Corner B4; thence on an azimuth of 179 degrees 18 minutes 09 seconds along the boundary of
said plat for 287.49 feet to Right of Way Boundary Corner B4405 as shown on said Plat No.
62-44 also being Right of Way Boundary Corner B4405 as shown on Minnesota Department of
Transportation Right of Way Plat No. 62-43 as the same is on file and of record in the office of
the County Recorder in and for said County; thence on an azimuth of 179 degrees 18 minutes 09
seconds along the boundary of said Plat No. 62-43 for 18.24 feet to Right of Way Boundary
Corner B1; thence on an azimuth of 166 degrees 27 minutes 32 seconds along the boundary of
said plat for 1,951.24 feet to Right of Way Boundary Corner B2; thence on an azimuth of 144
degrees 50 minutes 10 seconds along the boundary of said plat for 774.66 feet to Right of Way
Boundary Corner B3; thence southeasterly for 113.63 feet along the boundary of said plat on a
circular curve, concave to the northeast, having a radius of 5,579.58 feet, a delta angle of 01
degree 10 minutes 01 second, and a chord azimuth of 144 degrees 15 minutes 10 seconds, to
Right of Way Boundary Corner B4; thence southeasterly for 275.90 feet along the boundary of
said plat on a compound curve, concave to the northeast,having a radius of 5,579.58 feet, a delta
angle of 02 degrees 49 minutes 59 seconds, and a chord azimuth of 142 degrees 15 minutes 10
seconds,to Right of Way Boundary Corner B5;thence on an azimuth of 140 degrees 50 minutes
10 seconds along the boundary of said plat for 51.18 feet to Right of Way Boundary Corner
B4306 as shown on said Plat No. 62-43 also being Right of Way Boundary Corner B4306 as
shown on Minnesota Department of Transportation Right of Way Plat No. 62-42 as the same is
on file and of record in the office of the County Recorder in and for said County;thence continue
on an azimuth of 140 degrees 50 minutes 10 seconds along the boundary of said Plat No. 62-42
for 1,579.05 feet, more or less, to a point on said boundary line distant 1,310.00 feet
northwesterly of Right of Way Boundary Corner B2 as shown on said Plat No. 62-42; thence
leaving said boundary line on an azimuth of 135 degrees 16 minutes 13 seconds for a distance of
567.07 feet, more or less, to a point on a line lying 55 feet northeasterly of, as measured at right
angles to, and parallel with said boundary line; thence on an azimuth of 140 degrees 50 minutes
10 seconds, along said parallel line, for a distance of 347.74 feet; thence leaving said parallel
line on an azimuth of 124 degrees 28 minutes 44 seconds for a distance of 312.47 feet, more or
less, to a point on a line lying 143 feet northeasterly of, as measured at right angles to, and
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parallel with said boundary line; thence on an azimuth of 140 degrees 50 minutes 10 seconds,
along said parallel line, for a distance of 154.84 feet, more or less, to a point 45 feet northerly
of, as measured at right angles to, the boundary line of said Plat No. 62-42 lying between Right
of Way Boundary Corners B2 and B3 as shown on said Plat No. 62-42; thence on an azimuth of
90 degrees 13 minutes 30 seconds for a distance of 1,192.96 feet, more or less, to a point on a
line run northerly and perpendicular from the easterly extension of said boundary line from a
point on said extended line distant 1,340.00 feet easterly of said Right of Way Boundary Corner
B2 and said point on said perpendicular line being 30.00 feet northerly of said extended
boundary line; thence on an azimuth of 179 degrees 30 minutes 16 seconds, along said
perpendicular line, for a distance of 30.00 feet, more or less, to the northerly line of said
southerly 133.00 feet of said Section 16, and said line there terminating.
And all lying westerly of the following described line:
Commencing at the north quarter corner of said Section 9; thence North 89 degrees 52 minutes
51 seconds West, along the north line of the Northwest Quarter of said Section 9, a distance of
50.00 feet; thence South 00 degrees 43 minutes 50 seconds East, along a line parallel with the
east line of said Northwest Quarter, a distance of 550.00 feet; thence North 89 degrees 52
minutes 51 seconds West, along a line parallel with said north line of the Northwest Quarter, a
distance of 1,425.22 feet to the point of beginning of the line to be described; thence South 00
degrees 33 minutes 53 seconds East, along a line parallel with the west line of said Northwest
Quarter, a distance of 2,206.32 feet; thence South 18 degrees 39 minutes 57 seconds West a
distance of 1,896.72 feet; thence South 82 degrees 05 minutes 01 second East a distance of
242.81 feet; thence North 72 degrees 44 minutes 31 seconds East a distance of 363.88 feet;
thence North 26 degrees 57 minutes 40 seconds East a distance of 227.73 feet; thence North 46
degrees 51 minutes 46 seconds East a distance of 398.07 feet; thence North 53 degrees 46
minutes 21 seconds East a distance of 232.79 feet; thence South 83 degrees 27 minutes 05
seconds East a distance of 1,744.23 feet; thence South 25 degrees 05 minutes 46 seconds West a
distance of 465.00 feet; thence South 05 degrees 24 minutes 36 seconds West a distance of
515.00 feet; thence North 89 degrees 48 minutes 32 seconds West a distance of 13 1.10 feet;
thence South 01 degree 30 minutes 22 seconds East a distance of 1,737.59 feet; thence South 24
degrees 24 minutes 27 seconds East a distance of 754.68 feet; thence South 42 degrees 48
minutes 32 seconds East a distance of 2,248.42 feet; thence South 00 degrees 02 minutes 56
seconds West a distance of 1,466.80 feet,more or less,to the south line of the Southeast Quarter
of said Section 16 and said line there terminating.
EXCEPT that part thereof lying within a tract of land described as commencing at the southwest
corner of said Section 9; thence North 00 degrees 45 minutes 09 seconds West, along the west
line of said Section 9 a distance of 620.68 feet; thence North 89 degrees 18 minutes 06 seconds
East a distance of 166.69 feet to the point of beginning of the tract of land to be described;thence
continue North 89 degrees 18 minutes 06 seconds East a distance of 469.36 feet;thence South 01
degree 00 minutes 26 seconds West a distance of 67.70 feet;thence South 50 degrees 53 minutes
20 seconds West a distance of 458.87 feet; thence North 89 degrees 45 minutes 01 second West
a distance of 94.10 feet; thence North 02 degrees 56 minutes 02 seconds West a distance of
351.49 feet to the point of beginning.
16
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Exhibit A-1
That part of the Southwest Quarter of the Northwest Quarter of Section 9, Township 30 North,
Range 23 West, Ramsey County, Minnesota, lying southerly of the following described line:
Commencing at a point on the north line of said Northwest Quarter of Section 9 distant
fifty(50) feet westerly of the northeast corner of said Northwest Quarter; thence
southerly along a line parallel with the east line of said Northwest Quarter a distance of
550.00 feet; thence westerly along a line parallel with the north line of said Northwest
Quarter a distance of 1,425.22 feet to the point of beginning of the line to be described;
thence southerly along a line parallel with the west line of said Northwest Quarter a
distance of 1,235.00 feet; thence westerly along a line parallel with the north line of said
Northwest Quarter a distance of 1,160.0 feet, more or less, to said west line of the
Northwest Quarter, and said line there terminating.
And lying westerly of the following described line:
Commencing at the North Quarter corner of said Section 9; thence North 89 degrees 52
minutes 51 seconds West, assumed bearing, along the north line of said Northwest
Quarter a distance of 50.00 feet; thence South 00 degrees 43 minutes 50 seconds East
along a line parallel with the east line of said Northwest Quarter a distance of 550.00
feet; thence North 89 degrees 52 minutes 51 seconds West along a line parallel with the
north line of said Northwest Quarter a distance of 1,425.22 feet to the point of
beginning of the line to be described; thence South 00 degrees 33 minutes 53 seconds
East along a line parallel with the west line of said Northwest Quarter a distance of
2,206.32 feet and said line there terminating
And lying easterly of the following described line:
Commencing at the west quarter corner of said Section 9; thence easterly on an azimuth
of 90 degrees 01 minute 58 seconds along the east and west quarter line thereof and
the boundary of Minnesota Department of Transportation Right of Way Plat No. 62-45,
as the same is on file and of record in the office of the Registrar of Titles in and for said
County, for 182.41 feet to Right of Way Boundary Corner B4406 and the point of
beginning of the line to be described; thence on an azimuth of 359 degrees 18 minutes
09 seconds along the boundary of said plat for 5.78 feet to Right of Way Boundary
Corner B7; thence on an azimuth of 359 degrees 25 minutes 22 seconds along the
boundary of said plat for 850.31 feet to Right of Way Boundary Corner B6; thence
continuing on said azimuth of 359 degrees 25 minutes 22 seconds, along the northerly
17
176632v1
extension of the last described boundary line, for 100.00 feet and said line there
terminating.
Together with that part of BROOK LAND ACRES, Ramsey Co., Minn., and that part of the
South Half of Section 9, Township 30 North, Range 23 West, Ramsey County, Minnesota, and
that part of Section 16, said Township 30 North,Range 23 West, EXCEPT the southerly 133.00
feet of said Section 16, all lying easterly of the following described line:
Commencing at the west quarter corner of said Section 9; thence easterly on an azimuth of 90
degrees 01 minute 58 seconds along the east and west quarter line thereof and the boundary of
Minnesota Department of Transportation Right of Way Plat No. 62-44, as the same is on file and
of record in the office of the County Recorder in and for said County, for 182.41 feet to Right of
Way Boundary Corner B4406 and the point of beginning of the line to be described; thence on
an azimuth of 179 degrees 18 minutes 09 seconds along the boundary of said plat for 1,176.34
feet to Right of Way Boundary Corner B1; thence on an azimuth of 160 degrees 23 minutes 53
seconds along the boundary of said plat for 771.62 feet to Right of Way Boundary Corner B2;
thence on an azimuth of 179 degrees 18 minutes 09 seconds along the boundary of said plat for
140.00 feet to Right of Way Boundary Corner B3; thence on an azimuth of 218 degrees 11
minutes 13 seconds along the boundary of said plat for 398.25 feet to Right of Way Boundary
Corner B4; thence on an azimuth of 179 degrees 18 minutes 09 seconds along the boundary of
said plat for 287.49 feet to Right of Way Boundary Corner B4405 as shown on said Plat No.
62-44 also being Right of Way Boundary Corner B4405 as shown on Minnesota Department of
Transportation Right of Way Plat No. 62-43 as the same is on file and of record in the office of
the County Recorder in and for said County; thence on an azimuth of 179 degrees 18 minutes 09
seconds along the boundary of said Plat No. 62-43 for 18.24 feet to Right of Way Boundary
Corner B1; thence on an azimuth of 166 degrees 27 minutes 32 seconds along the boundary of
said plat for 1,951.24 feet to Right of Way Boundary Corner B2; thence on an azimuth of 144
degrees 50 minutes 10 seconds along the boundary of said plat for 774.66 feet to Right of Way
Boundary Corner B3; thence southeasterly for 113.63 feet along the boundary of said plat on a
circular curve, concave to the northeast, having a radius of 5,579.58 feet, a delta angle of 01
degree 10 minutes 01 second, and a chord azimuth of 144 degrees 15 minutes 10 seconds, to
Right of Way Boundary Corner B4; thence southeasterly for 275.90 feet along the boundary of
said plat on a compound curve, concave to the northeast,having a radius of 5,579.58 feet, a delta
angle of 02 degrees 49 minutes 59 seconds, and a chord azimuth of 142 degrees 15 minutes 10
seconds,to Right of Way Boundary Corner B5; thence on an azimuth of 140 degrees 50 minutes
10 seconds along the boundary of said plat for 51.18 feet to Right of Way Boundary Corner
B4306 as shown on said Plat No. 62-43 also being Right of Way Boundary Corner B4306 as
shown on Minnesota Department of Transportation Right of Way Plat No. 62-42 as the same is
on file and of record in the office of the County Recorder in and for said County;thence continue
on an azimuth of 140 degrees 50 minutes 10 seconds along the boundary of said Plat No. 62-42
for 1,579.05 feet, more or less, to a point on said boundary line distant 1,310.00 feet
northwesterly of Right of Way Boundary Corner B2 as shown on said Plat No. 62-42; thence
leaving said boundary line on an azimuth of 135 degrees 16 minutes 13 seconds for a distance of
567.07 feet, more or less, to a point on a line lying 55 feet northeasterly of, as measured at right
angles to, and parallel with said boundary line; thence on an azimuth of 140 degrees 50 minutes
18
176632v1
10 seconds, along said parallel line, for a distance of 347.74 feet; thence leaving said parallel
line on an azimuth of 124 degrees 28 minutes 44 seconds for a distance of 312.47 feet, more or
less, to a point on a line lying 143 feet northeasterly of, as measured at right angles to, and
parallel with said boundary line; thence on an azimuth of 140 degrees 50 minutes 10 seconds,
along said parallel line, for a distance of 154.84 feet, more or less, to a point 45 feet northerly
of, as measured at right angles to, the boundary line of said Plat No. 62-42 lying between Right
of Way Boundary Corners B2 and B3 as shown on said Plat No. 62-42; thence on an azimuth of
90 degrees 13 minutes 30 seconds for a distance of 1,192.96 feet, more or less, to a point on a
line run northerly and perpendicular from the easterly extension of said boundary line from a
point on said extended line distant 1,340.00 feet easterly of said Right of Way Boundary Corner
B2 and said point on said perpendicular line being 30.00 feet northerly of said extended
boundary line; thence on an azimuth of 179 degrees 30 minutes 16 seconds, along said
perpendicular line, for a distance of 30.00 feet, more or less, to the northerly line of said
southerly 133.00 feet of said Section 16, and said line there terminating.
And all lying westerly of the following described line:
Commencing at the north quarter corner of said Section 9; thence North 89 degrees 52 minutes
51 seconds West, along the north line of the Northwest Quarter of said Section 9, a distance of
50.00 feet; thence South 00 degrees 43 minutes 50 seconds East, along a line parallel with the
east line of said Northwest Quarter, a distance of 550.00 feet; thence North 89 degrees 52
minutes 51 seconds West, along a line parallel with said north line of the Northwest Quarter, a
distance of 1,425.22 feet to the point of beginning of the line to be described; thence South 00
degrees 33 minutes 53 seconds East, along a line parallel with the west line of said Northwest
Quarter, a distance of 2,206.32 feet; thence South 18 degrees 39 minutes 57 seconds West a
distance of 1,896.72 feet; thence South 82 degrees 05 minutes 01 second East a distance of
242.81 feet; thence North 72 degrees 44 minutes 31 seconds East a distance of 363.88 feet;
thence North 26 degrees 57 minutes 40 seconds East a distance of 227.73 feet; thence North 46
degrees 51 minutes 46 seconds East a distance of 398.07 feet; thence North 53 degrees 46
minutes 21 seconds East a distance of 232.79 feet; thence South 83 degrees 27 minutes 05
seconds East a distance of 1,744.23 feet; thence South 25 degrees 05 minutes 46 seconds West a
distance of 465.00 feet; thence South 05 degrees 24 minutes 36 seconds West a distance of
515.00 feet; thence North 89 degrees 48 minutes 32 seconds West a distance of 13 1.10 feet;
thence South 01 degree 30 minutes 22 seconds East a distance of 1,737.59 feet; thence South 24
degrees 24 minutes 27 seconds East a distance of 754.68 feet; thence South 42 degrees 48
minutes 32 seconds East a distance of 2,248.42 feet; thence South 00 degrees 02 minutes 56
seconds West a distance of 1,466.80 feet,more or less, to the south line of the Southeast Quarter
of said Section 16 and said line there terminating.
EXCEPT that part thereof lying within a tract of land described as commencing at the southwest
corner of said Section 9; thence North 00 degrees 45 minutes 09 seconds West, along the west
line of said Section 9 a distance of 620.68 feet; thence North 89 degrees 18 minutes 06 seconds
East a distance of 166.69 feet to the point of beginning of the tract of land to be described;thence
continue North 89 degrees 18 minutes 06 seconds East a distance of 469.36 feet;thence South 01
degree 00 minutes 26 seconds West a distance of 67.70 feet;thence South 50 degrees 53 minutes
19
176632v1
20 seconds West a distance of 458.87 feet; thence North 89 degrees 45 minutes 01 second West
a distance of 94.10 feet; thence North 02 degrees 56 minutes 02 seconds West a distance of
351.49 feet to the point of beginning.
Except:
Those areas with soil contamination above Minnesota Pollution Control Agency(MPCA)Tier 2
Industrial Soil Reference Values, totaling approximately 3.9 acres, and depicted as red
quadrilateral figures on the attached Exhibit A, and those areas identified as Slab 501, Building
101, and Building 102, as shown on Exhibit A, and excepting all buildings and personal property
comprising the groundwater remediation and monitoring well systems, as shown on Exhibit A.
20
176632v1
Exhibit A to Exhibit A-1
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Exhibit C
DRAFT — 12/22/2011
LEASE AGREEMENT
This Lease Agreement (this "Lease") dated 201 1 is made by and
between the County of Ramsey, a political subdivision of the State of Minnesota (the "County"),
having an address at 250 City Hall/Court House, 15 West Kellogg Boulevard, St. Paul,Minnesota
55102 and the General Services Administration, as agent for the United States of America
("Government"), having a business address at the Thomas P. O'Neill, Jr. Federal Building, 10
Causeway Street, Boston, Massachusetts 02222.
WHEREAS, reference is made to certain real property known as the Twin Cities Army
Ammunition Plant located at the intersection of Highways 10 & 96 in Arden Hills, Minnesota
("TCAAP");
WHEREAS, TCAAP contains certain environmental contamination and requires certain
remediation, for which the United States Department of Army (the "Army") is ultimately
responsible;
WHEREAS, the Army, the United States Environmental Protection Agency ("EPA") and the
Minnesota Pollution Control Agency ("MPCA") entered into the Federal Facility Agreement, dated
August 12, 1987 (as amended, the "FFA"), which document serves to guide such remediation at
TCAAP;
WHEREAS, as of the date of this Lease, portions of TCAAP have been conveyed to the
County; and
WHEREAS, the County delivered an Offer to Purchase dated December 2011 to the
Government ("OTP") regarding acquisition by the County from the Government of approximately
430 acres of TCAAP;
WHEREAS, the Government desires the County to perform environmental remediation on
certain portions of TCAAP that are still owned by the United States of America (the "Leased
Property"), and the County has agreed to perform such remediation, all as more particularly set
forth below, subject to the conditions, restrictions, and limitations hereinafter described.
NOW THEREFORE, in consideration of the mutual promises, covenants and other good and
valuable consideration set forth herein, the sufficiency of which is hereby acknowledged, and the
above recitals, which are incorporated herein by this reference, the parties hereto agree as
follows:
23
17663271
1. Leased Property. The Government hereby leases to the County, and the County
hereby leases from the Government, for the term herein set forth, without any
requirement for payment of rent by the County, the Leased Property. The Leased
Property consists of those parcels of land highlighted in red and brown on the map
attached hereto as Exhibit A (the "Map").
2. Term. The term of this Lease shall be for a period of time (the "Term") commencing on
the date of execution of this Lease as provided in Section 2.A of the OTP and expiring
on the date (the "Expiration Date") on which the Army delivers a deed conveying
ownership of the Leased Property to the County (the "Deed"). The Deed will be
delivered to the County upon full completion of the County's work, as described in
Section 3, below.
3. County's Work.
(a) The Army is ultimately responsible for ensuring that any and all necessary
response actions are taken at the Leased Property for releases that are
attributable to the Army. Notwithstanding the foregoing, the County agrees
that it will commence the environmental soil remedial actions on the Leased
Property necessary to satisfy the Government's obligation under the FFA so that
the Leased Property will be cleaned to at least meet the MPCA Tier II
Industrial/Commercial Soil Reference Values ("Tier II SRVs") (collectively, the
"County's Work").
(b) The County acknowledges that it has been provided with and has had an
opportunity to fully review those certain environmental reports listed on Exhibit
C attached hereto and incorporated herein by reference (collectively, the
"Reports"). The County's Work shall include the remediation of substances
required to be addressed in accordance with the Work Plan (such term is
defined in Section 3 (d), below) even if any such substances vary in amount
and/or concentration from what is stated in the Reports. Notwithstanding the
foregoing, the Government will retain the obligation to investigate and
remediate any Unknown Environmental Conditions. "Unknown Environmental
Conditions"shall mean any hazardous substance not identified as present on the
Leased Property in the Reports or the presence of any hazardous substance
identified as present on the Leased Property in such Reports, but discovered
after the effective date of the Lease to be present in locations not identified in
the Reports.
(c) If the County discovers Unknown Environmental Conditions on the Leased
Property prior to the Expiration Date, the County will, within five (5) business
days of the discovery,notify the Government and will secure the area where the
release was discovered for inspection by the Army. The Army will complete the
inspection as soon as possible, but no later than five (5) business days after
receipt by the Government of notification from the County of the discovery of
the Unknown Environmental Condition. The Army and the County agree to
confer regarding the scope of any investigation and remediation that may be
24
176632v1
necessary within five (5) business days of the Army's inspection of the release.
If the County and the Army agree that the Army can perform the investigation
and remediation of the release (1) at less cost than the County and (2) within the
same time frame as the County, the Army has the option to complete any
necessary investigation and remediation required by the MPCA or EPA with
respect to the Unknown Environmental Condition. If the Army cannot complete
the investigation and remediation within the same time frame as the County,
then the County will perform the investigation and remediation of the release.
In either case, the County will provide the Government with all test results or
reports produced or generated regarding the Unknown Environmental
Condition. If the County conducts the investigation and remediation,the County
may immediately utilize all or any portion of the balance of the Purchase Price
held back at the Initial Closing (as Purchase Price and Initial Closing are defined
in the OTP) to complete any necessary investigation and remediation required
by the MPCA or EPA with respect to the Unknown Environmental Condition, and
will provide the Government with written documentation of all costs it incurs to
complete the work. Nothing in this Lease, including but not limited to this
paragraph, will in any way limit the Government's obligation to investigate and
remediate Unknown Environmental Conditions present on the Leased Property,
and said obligation shall survive the Initial Closing and Final Closing (as Initial
Closing and Final Closing are defined in the OTP).
(d) The County acknowledges that it has enrolled in the MPCA Voluntary
Investigation and Cleanup Program ("MPCA's VIC Program") and that it will
receive MPCA approval for an environmental work plan (the "Work Plan") for
the Leased Premises. It is understood by the parties hereto that the Work Plan
will outline MPCA's oversight role in the cleanup, the process for regulatory
closure of soil contamination exceeding the Tier II SRVs on the Leased Property,
a schedule for implementation, and the applicable cleanup standards. The
County agrees to comply fully with the Work Plan provided, however, in the
event of any conflict or inconsistency between the terms of this Lease and the
terms of the Work Plan, the terms of the Work Plan, as applicable, shall control
and such terms of this Lease shall be deemed modified and/or deleted, as
applicable, to allow the County and its contractors and agents to take such
actions so as to comply with the Work Plan.
(e) The County's Work shall be deemed completed upon receipt by the Army of
appropriate written assurances from the MPCA and concurrence from the EPA
determining that the Leased Property has been remediated to the Tier II SRVs.
A. Use of the Leased Property. During the term of this Lease, the County (and its
employees, agents and contractors) will enter upon and occupy the Leased Property,
subject to the restrictions, conditions and limitations described herein, for the purpose
of developing, implementing and performing the County's Work. The County shall
use the Leased Property for no purpose other than as described in this Section 4.
5. Right to Inspect County's Work. Upon providing reasonable notice to the County, the
Army and its designated representative shall have the right to inspect any actions
25
176632vl
taken to implement the County's Work. The Army shall also have the limited authority
to direct the County, its contractors, and/or agents to stop work if the work is not being
performed in accordance with the Work Plan; provided, however, that unless such
deficiency constitutes an emergency situation, prior to issuing any such stop work order
the Army will identify the deficiency in writing to the County and GSA and the parties
will promptly and cooperatively attempt to determine a method for curing such
deficiency that does not require a work stoppage. This method for cure, if mutually
agreed upon, shall be immediately commenced and diligently pursued by the County.
In the event that work is so stopped, Army, GSA and the County shall promptly discuss
and determine how to proceed and/or cure any deficiency. Any costs associated with
a work stoppage or curative work for nonconforming work shall be the responsibility
of the County. If the County's Work is determined not to be nonconforming, then any
costs associated with a work stoppage shall be the responsibility of the Army.
6. Site Conditions and Security. The County will be responsible for the costs related to
utilities, insurance, security and maintenance associated with the equipment and
activities of the County, its employees, agents,and invitees on the Leased Property. In
the event the Term is terminated by the Government in accordance with this Lease and
does not expire on the Expiration Date, the County shall, at its sole cost and expense
promptly repair or replace any property of the Government damaged or destroyed
by the County incident to the use and occupation of the Leased Property.
7. Groundwater Remediation. The Army and/or its contractors will be performing
certain groundwater remediation on the Leased Property during the Term. The
County hereby agrees that it will not interfere with the groundwater remediation
activities of the Army or its contractors. The Army shall use commercially reasonable
efforts to provide to the County timely notification of its remediation activities that may
interfere with the occupation and use of the Leased Property and to minimize potential
conflicts between the groundwater remediation activities and the County's Work on
the Leased Property. Any entry on the Leased Property by the Army to conduct
response or remedial actions shall be coordinated with the County and shall be
performed in a manner that minimizes interruption of activities of the County or its
designated representatives, and shall not unreasonably interfere with the conduct of
business on the Leased Property. The Army shall repair any damage to the Leased
Property, including improvements thereon, resulting from such entry, to the condition
existing immediately before its entry thereon. Notwithstanding anything in this Lease
to the contrary, the County shall, at its sole cost and expense, promptly repair any
damage made to any property used in connection with such groundwater remediation
activities that is the result of actions by the County.
8. Insurance. As a political subdivision of the State of Minnesota, the County is
self-insured. As a condition for this Lease, the County shall throughout the duration of
the Term, cover (i) claims attributable to the County (and/or its employees, agents,
invitees and contractors) and arising from bodily injury, personal injury and property
damage occurring upon, in or about the Government Property; and (ii) Workers'
Compensation claims as required by law. The County shall ensure that its contractors
and agents maintain general liability insurance with respect to the Leased Property
naming the County, the Army and the Government as additional insureds.
26
176632vl
9. Government's Cooperation.
The Government will cooperate with and provide administrative assistance to the
County to allow the County to complete all response actions and other activities
contemplated by this Lease and the Offer to Purchase, including but not limited to
signing waste profile sheets,manifests,owner and other permit or license requests, and
any other documents required of an owner or generator of hazardous substances to be
shipped from the Leased Property.
Both the Government and the County recognize that the County and any of its
contractors or agents are performing the function of being the Government's response
action contractor, as is set forth in the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Sec 9619(a), and for purposes of the
response actions undertaken by the County on behalf of the Government on the Leased
Property, pursuant to Section 3(a) of this lease and the contractual terms in Section 26
of the Offer to Purchase. The Parties, however, also recognize that the Government is
not holding harmless or indemnifying the County pursuant to 42 U.S.C. Sec. 9619(c).
10.Fire and Other Casualty. If the Leased Property shall be damaged or destroyed by
fire or other unavoidable casualty, the Government and the Army shall not be
responsible for any repair and/or restoration related to the same.
1 1.Compliance with Laws. The County shall, at its sole cost and expense, throughout the
Term:
(a) obtain and maintain as necessary all permits, licenses and approvals required
by any governmental authority with jurisdiction thereof for the use by the
County, its employees, agents, invitees or licensees of the Leased Property for
uses permitted by this Lease; and
(b) comply with all applicable laws, rules regulations and by-laws of governmental
authorities, and with the terms and conditions of all permits, licenses and
approvals issued to the County in connection with the use by the County and its
employees, agents and contractors of the Leased Property for the uses
permitted by this Lease.
12.Defaults and Remedies. In the event either party fails to observe or perform any of its
obligations under this Lease or otherwise breach the Lease, after having been
provided written notice and failing to cure the default within sixty (60) days, the other
Party will be entitled to exercise any and all remedies for breach which are provided
in the Lease, as well as any other remedies to which the Party is entitled at law or
equity.
13. Representations and Warranties of the County.
(a) The County has all of the requisite power and authority to deliver this Lease and
the releases and indemnification's contemplated herein.
27
1766320
(b) This Lease has been duly executed and delivered by the County and constitutes
the legal,valid and binding obligation of the County enforceable in accordance
with its terms.
(c) The execution and delivery of this Lease by the County does not, and the
consummation of the transactions contemplated by this Lease and the
compliance with its terms, conditions and provisions by the County will not
conflict with or result in a breach of or constitute a default (or an event which
might, with the passage of time or the giving of notice or both, constitute a
default) under any of the terms, conditions or provisions of any agreement or
instrument to which the County is a party or by which the County may be bound
or affected, or any judgment or order of any court or governmental
department, commission, board, agency or instrumentality, domestic or foreign,
or any applicable law rule or regulation.
14.Miscellaneous Provisions.
(a) No Third Party Beneficiaries. Nothing in this Lease, expressed or implied, is
intended to confer upon any person, other than the Army, the County, and the
Government; any benefits, rights or remedies under or by reason of this Lease.
(b) Entire Agreement. Except for the OTP and the Memorandum of Agreement
referenced in Section 2.A. of the OTP,this Lease and the Exhibits hereto,each of
which is hereby incorporated herein and made a part hereof, set forth all of the
agreements, promises, covenants, conditions and undertakings between the
parties with respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understandings, inducements, or conditions,
express or implied, oral or written.
(c) Amendment. No waiver or modification of any of the terms of this Lease shall
be valid unless in writing and signed by each of the parties hereto.
(d) Assignment. The County agrees that it will not assign, mortgage, pledge or
otherwise encumber or transfer this lease or any interest therein,or sublease the
whole or any part of the Leased Property, without obtaining on each occasion
the written consent of the Government.
(e) No Waiver or Release. No failure of the Government to exercise,or delay by
the Government in exercising, any right or remedy or option provided for
herein shall be deemed to be a waiver of any of the covenants or obligations of
the County hereunder or the right of the Government to enforce the same. No
forbearance on the part of the Government or any other indulgence given by
the Government to the County shall operate to release or in any manner affect
the obligations of the County hereunder. A waiver by any party of a default
hereunder in one or more instances shall not be construed as constituting a
continuing waiver or as a waiver of other instances of default
28
176632v1
(f) Partial Invalidity. In the event any one or more of the provisions contained in
this Lease shall for any reason be held to be invalid, illegal or unenforceable in
any respect,the remainder of this Lease shall not be affected thereby, and each
covenant and provision of this Lease shall be valid and enforceable to the fullest
extent permitted by law.
(g) Captions. The captions used as headings for the various sections of this Lease
are used only as a matter of convenience for reference, and are not to be
considered a part of this Lease or to be used in determining the intent of the
parties to this Lease.
15. Governing Law. The construction and effect of the terms of this Lease shall be
determined in accordance with federal law.
16. Notices. All notices and other communication which is required or permitted by this
Lease shall be in writing and delivered by personal service, sent by registered or
certified first class US mail, postage prepaid, properly addressed, return receipt
requested, or by overnight receipt delivery service such as Federal Express, if
intended for the County, addressed to the County of Ramsey at the address first set
forth above, and if intended for the Government, addressed to the Director, Real
Property Utilization & Disposal Division (1 PZ) at the address first set forth above.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a
sealed instrument under federal law on the day and year first written above.
UNITED STATES OF AMERICA COUNTY OF RAMSEY
Acting by and through the
Administrator of General Services
By:
John E. Kelly Victoria Reinhardt, Chair
Director Ramsey County Board of Commissioners
Real Property Utilization & Disposal
Division, Public Buildings Service
General Services Administration
Bonnie Jackelen, Chief Clerk
Ramsey County Board of Commissioners
Date:
Approval Recommended:
Gregory A. Mack, Director
Parks and Recreation Department
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176632v1
Approved as to form and insurance:
Exhibit A to Lease Agreement
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Exhibit D
DRAFT— 12/22/11
LICENSE AGREEMENT
Agreement made this XXXth of XXX, 2011, by and between the Ramsey County Parks
and Recreation Department, a regional agency of the State of Minnesota(the "Licensee"),
having an address at 15 West Kellogg Boulevard, St. Paul, MN 55102 and the General Services
Administration, as agent for the United States of America (the"Government"), having a
business address at the Thomas P. O'Neill, Jr. Federal Building, 10 Causeway Street, Boston,
Massachusetts 02222.
WHEREAS,the Government is the owner of the former Twin Cities Army Ammunition
Plant(TCAAP) located at the intersection of Highways 10 & 96 in Arden Hills, MN, (the
"Government Property");
WHEREAS, the Licensee will perform due diligence in accordance with the Minnesota
Pollution Control Agency(MPCA) and its Voluntary Investigation and Cleanup (VIC)program
for remedial activities located on a portion of the Government Property(See Exhibit A, Parcels
1,2,3);
WHEREAS, the Government is willing to grant to the Licensee a license to enter upon
and use the Government Property for the purposes,and subject to the restrictions,limitations and
conditions, specified herein;
NOW THEREFORE, in consideration of the mutual promises, covenants and other good
and valuable consideration set forth herein, the sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Term. The Government grants to the Licensee, a license (the "License"),pursuant
to which the Licensee and its employees, agents and invitees shall have the right to
enter upon, access and use portions of the Government Property for the Permitted
Uses as described and defined in Paragraph 2 herein. The Licensee shall have the
right to use the Government Property for the Permitted Uses, subject to the
restrictions, conditions and limitations described herein, for that period of time(the
"Term") commencing on the date the License Agreement is executed and ending 12
months from the date of execution(the"Termination Date"); provided however that
the Government, upon the written request of Licensee, may in its sole discretion,
extend such Term, and provided further that this License may be terminated by the
Government with seven(7) days prior written notice or in accordance with the terms
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176632v1
of Paragraph 7 of this Agreement if the Licensee breaches any of the conditions
described herein.
2. Scope of License and Permitted Uses. Pursuant to this License, the Licensee and
its employees, agents, and invitees may enter upon and occupy the Government
Property for the purpose of conducting environmental due diligence in accordance
with the MPCA approved field investigation work plan. Each of the conditions to
this License is specifically made subject to the terms and conditions of an
environmental field investigation work plan and the actions by Licensee and its
contractors and agents commercially reasonably necessary to implement the field
investigation work plan in accordance with the VIC program. In the event of any
conflict or inconsistency between the terms of this license and the terms of the field
investigation work plan or such commercially reasonably necessary actions, the
terms of the field investigation work plan, as applicable, shall control and/or such
conditions shall be deemed modified and/or deleted, as applicable, to allow Licensee
and its contractors and agents to take such actions. Neither Licensee nor any of its
contractors or agents are or shall be deemed to be an owner, an operator or a
potentially responsible party, but rather each shall be deemed a response action
contractor at the site, as those terms are used in CERCLA and other environmental
statutes.
As the ultimate responsibility for compliance with the remedial obligations lies with
the US Dept of Army, Army and its designated representative will inspect any
actions taken to implement the requirements of the field investigation work plan
approved by MPCA. Army and its designated representative will have the limited
authority to direct Licensee, its contractors, and/or agents to stop work if the work is
not being performed in accordance with the field investigation work plan or other
regulatory guidance; provided, that, unless such defiance constitutes an emergent
situation,prior to issuing any such stop work order Army will identify the deficiency
in writing to Licensee and GSA and the parties will promptly and cooperatively
attempt to determine a method for curing such deficiency that does not require a
work stoppage. This method for cure, if mutually agreed upon, shall be
immediately commenced and diligently pursued by Licensee. In the event that work
is so stopped,Army, GSA and Licensee shall promptly discuss and determine how to
proceed and/or cure any deficiency. Any costs associated with a work stoppage or
curative work for nonconforming work shall be the responsibility of the Licensee.
3. Site Conditions and Security. Throughout the Term of this License, the Licensee
shall, at its sole cost and expense promptly repair or replace any property of the
Government damaged or destroyed by the Licensee incident to the use and
occupation of the Government Property as permitted in this License. The Licensee
will be responsible for the costs related to utilities, insurance, security and
maintenance associated with the equipment and activities of the Licensee, its
employees, agents, and invitees on the Government Property pursuant to this
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License. Nothing in this License shall relieve the Government of the costs and other
responsibilities it has for the Government Property independent of this License.
4. Insurance. As a State Agency, the Licensee is self insured. As a condition for the
License,the Licensee shall throughout the duration of this License Agreement,cover
(i) claims attributable to Licensee and arising from bodily injury,personal injury and
property damage occurring upon, in or about the Government Property; and (ii)
Workers' Compensation claims as required by law.
5. Release. The Licensee, by execution of this License Agreement, hereby agrees to
assume responsibility for any and all claims and/or damage to persons or property
arising out of or in any way related to its entry(and that of its employees, agents and
contractors)upon the Government Property, and does hereby forever waive,release,
relinquish, remise and discharge the Government, its agents, employees, successors
and assigns from any and all losses, costs or expenses (including reasonable
attorneys' fees), damages, demands, liabilities, claims, actions, causes of action,
suits, or judgments (collectively, "Claims") whatsoever of every name and nature, in
law and in equity, including without limitation those related in any manner to:
(a) any accident or injury to, or death of, any person, or any damage to
property occurring on, in or in the vicinity of the Government Property, or
any part thereof, arising out of the presence in and use by the Licensee and/or
its employees and contractors of the Government Property; or
(b) any condition of the Government Property or any portion thereof caused
by the Licensee or its employees or contractors; or
(c) any failure of the Licensee or its employees or contractors to perform or
comply with the terms of this License Agreement or the terms of any statute,
law, regulation or ordinance affecting the Licensee's use of the Government
Property, which the Licensee, its agents, employees, or contractors ever had,
now have or might have (and whether or not asserted) against the
Government and its agents, employees, successors or assigns arising from,
pursuant to,or bearing any relationship whatsoever to the License Agreement
or the Government Property, except only for Claims arising out of the gross
negligence of the Government.
6. Compliance with Laws. Licensee shall, at its sole cost and expense, throughout the
Term of this License:
(a) obtain and maintain as necessary all permits, licenses and approvals required
by any governmental authority with jurisdiction thereof for the use by
Licensee, its employees, agents, invitees or licensees of the Government
Property for the Permitted Uses; and
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(b) comply with all applicable laws, rules regulations and by-laws of
governmental authorities, and with the terms and conditions of all permits,
licenses and approvals issued to Licensee in connection with the use by
Licensee and its employees and contractors of the Government Property for
the Permitted Uses.
7. Defaults and Remedies. If at any time during the Term of this License, Licensee
fails to perform or observe any term, covenant or condition contained in this License
to be performed or observed by Licensee, and such failure continues for a period of
seven(7) days after the Government gives written notice to Licensee specifying the
nature of the default claimed(unless such default shall be of such nature that it cannot
be completely cured within such seven(7) day period and Licensee commences to
cure such default during such seven(7) day period and thereafter continues curing
the same with reasonable diligence);then, in any such instance,the Government may
terminate this License by written notice to Licensee, such termination to be effective
on the date specified in such notice.
8. Representations and Warranties of the Licensee.
(a) The Licensee has all of the requisite power and authority to deliver this
Agreement and the releases and indemnification's contemplated herein.
(b) This Agreement has been duly executed and delivered by the Licensee and
constitutes the legal,valid and binding obligation of the Licensee enforceable
in accordance with its terms.
(c) The execution and delivery of this Agreement by the Licensee does not, and
the consummation of the transactions contemplated by this Agreement and
the compliance with its terms, conditions and provisions by the Licensee will
not conflict with or result in a breach of or constitute a default(or an event
which might, with the passage of time or the giving of notice or both,
constitute a default) under any of the terms, conditions or provisions of any
agreement or instrument to which the Licensee is a party or by which the
Licensee may be bound or affected, or any judgment or order of any court or
governmental department, commission, board, agency or instrumentality,
domestic or foreign, or any applicable law rule or regulation.
9. Miscellaneous Provisions.
(a) No Third Party Beneficiaries. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than each of the parties
hereto; any benefits,rights or remedies under or by reason of this Agreement.
(b) Entire Agreement. This Agreement and the attachments hereto, each of
which is hereby incorporated herein, set forth all of the agreements,promises,
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176632v1
covenants conditions and undertakings between the parties with respect to the
subject matter hereof, and supersede all prior and contemporaneous
agreements and understandings, inducements, or conditions, express or
implied, oral or written.
(c) Amendment. No waiver or modification of any of the terms of this
Agreement shall be valid unless in writing and signed by each of the parties
hereto. Failure by any party to enforce any rights under this Agreement shall
not be construed as a waiver of such rights, and a waiver by any party of a
default hereunder in one or more instances shall not be construed as
constituting a continuing waiver or as a waiver of other instances of default.
(d) License Not Assignable. The rights granted to the Licensee hereunder are
personal and are not assignable or otherwise transferable except as otherwise
specified in this agreement.
(e) No Waiver or Release. No failure of the Government to exercise or delay by
the Government in exercising any right or remedy or option provided for
herein shall be deemed to be a waiver of any of the covenants or obligations
of the Licensee hereunder or the right of the Government to enforce the same.
No forbearance on the part of the Government or any other indulgence given
by the Government to the Licensee shall operate to release or in any manner
affect the obligations of the Licensee hereunder.
(f) Partial Invalidity. In the event any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the remainder of this License shall not be
affected hereby, and each covenant and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
10. Governing Law. The construction and effect of the terms of this Agreement shall
be determined in accordance with federal law.
11. Notices. All notices and other communication which is required or permitted by
this Agreement shall be in writing and delivered by personal service, sent by
registered or certified first class US mail, postage prepaid,properly addressed,
return receipt requested, or by overnight receipt delivery service such as Federal
Express, if intended for the Licensee, addressed to the Ramsey County Parks and
Recreation Department at the address first set forth above, and if intended for the
Government, addressed to the Director, Office of Property Disposal at the address
first set forth above.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a
sealed instrument under federal law on the day and year first written above.
UNITED STATES OF AMERICA RAMSEY COUNTY
Acting by and through the
Administrator of General Services
By:
John E. Kelly Victoria Reinhardt, Chair
Director Ramsey County Board of Commissioners
Office of Property Disposal
Public Buildings Service
General Services Administration
Bonnie Jackelen, Chief Clerk
Ramsey County Board of Commissioners
Date:
Approval Recommended:
Gregory A. Mack, Director
Parks and Recreation Department
Approved as to form and insurance:
Assistant County Attorney
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EXHIBIT A
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Exhibit E
NOTIFICATION OF HAZARDOUS SUBSTANCE STORAGE, RELEASE OR
DISPOSAL
Site Name of Date of Remedial Actions
Hazardous Storage,
Substance(s) Release, or
Disposal
Area of None None The results of site characterization showed
Unrestricted that a portion of the Property meets the
Use remediation goals for residential use
without any further remedial action. This
area is designated as the Area with
Unrestricted Use and only a groundwater
use restriction will be imposed. See the
Operable Unit 2 Record of Decision for
additional information.
Restricted Trichloroethene Unknown The results of site characterization showed
Area 1,1-dichloroethene that a portion of the Property meets the
remediation goals for industrial use without
1,2-dichloroethene any further remedial action, but may not
1,1-dichloroethane meet the standards for residential use.
This area includes portions of Restoration
1,2-dichloroethane Program Site I and Site K and is designated
1,1,1-trichloroethan as the Restricted Area. Its use will be
e restricted to non-residential purposes.
See the Operable Unit 2 Record of
Lead Decision for additional information.
Copper
Iron
Poly Aromatic
Hydrocarbons
Site J Trichloroethene Unknown The soils and groundwater along and
Heavy Metals surrounding the sanitary sewer servicing
the production buildings were
characterized. No further action was
recommended in the Site J Closure Report,
which was approved by the U.S.
Environmental Protection Agency Region 5
and the Minnesota Pollution Control
Agency in December 1993.
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Site Name of Date of Remedial Actions
Hazardous Storage,
Substance(s) Release, or
Disposal
Groundwater, Trichloroethene Unknown As part of the Operable Unit 2 remedy, a
Operable Unit cis-1,2-dichloroethe groundwater containment pump and treat
2 ne system was completed in 1987. The
TCAAP Groundwater Recovery System
1,1-dichloroethene (TGRS) includes 13 extraction wells along
1,1-dichloroethane the southwest boundary of the Property,
and five source control wells near known
1,1,1-trichloroethan contamination sources. The TGRS has
e been determined to be operating properly
1,1,2-trichloroethan and successfully. The U.S. Department of
e the Army (Army) will continue to operate
the TGRS after the Property transfer. Also
as part of the Operable Unit 2 remedy, a
groundwater containment pump and treat
system was implemented at Site K and has
been determined to be operating properly
and successfully. In addition, the OU2
ROD is being amended to make monitoring
and use restrictions the remedy for Site I.
See the Operable Unit 2 Record of
Decision; TCAAP Environmental Site
Assessment, dated 20 February 2004
(ESA); and ESA Addendum, dated
February 2006, for additional information.
Building 502 Trichloroethene 1941 — Early Trichloroethene was stored in a 20,000
Tank 43 1990s gallon above ground storage tank for use in
the production of military munitions and
munitions constituents. No remedial
actions were required.
All Buildings Paints, solvents, 1941 - 2005 Records regarding the quantities and
metals and specific identity of hazardous substances
chemicals stored in the buildings are incomplete.
associated with However, due to the long history of
munitions industrial use of the buildings, these types
manufacture and of hazardous substances are believed to
facilities operations. have been stored and used. Any releases
associated with the storage of these
hazardous substances were remediated at
the time of the releases or as part of the
Installation Restoration Program. See the
TCAAP Preliminary Assessment dated
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Site Name of Date of Remedial Actions
Hazardous Storage,
Substance(s) Release, or
Disposal
February 1988 for additional information.
The information contained in this notice is required under the authority of regulations promulgated
under section 120(h) of the Comprehensive Environmental Response, Liability, and Compensation
Act (CERCLA or `Superfund') 42 U.S.C. §9620(h). This table provides information on the storage of
hazardous substances for one year or more in quantities greater than or equal to 1,000 kilograms or
the hazardous substance's CERCLA reportable quantity (which ever is greater). In addition, it
provides information on the known release of hazardous substances in quantities greater than or
equal to the substances CERCLA reportable quantity. See 40 CFR Part 373.
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Exhibit F
https:Hpropertydisposal gsa gov/ResoureeCenter/PRHomePape/loadPropertv.do?propId
=5335
The Soil database is the Exhibit
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