Agenda - Council - 11/21/2006 - Special

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(d) to set forth Muir's binding agreement to reimburse the City for a portion of certain costs the City has incurred and will incur in connection with this development at the time Muir submits its request for preliminary plat approval and/or nreliminarv site nlan (but not sketch plan) to the City for the Planning Commission's and the City Council's review and consideration. 4. Exclusive Negotiation Agreement. The City agrees that during the term of this Agreement the City will not seek to negotiate a development agreement with any third parties for the development and redevelopment of the Development Property. 5. Development Agreement. During the term of this Agreement, the City and Muir agree to negotiate with one another in an attempt to reach an agreement on the terms of an agreement for the development and redevelopment of the Development Property (the "Development Agreement"). The City and Muir acknowledge and agree that in the negotiation of the Development Agreement each party is entitled to pursue its own best interests and that neither party shall be liable to the other party in the event that the parties are not able to reach a mutually acceptable Development Agreement prior to the expiration or sooner termination of this Agreement. The City and Muir anticipate that the Development Agreement will include, without limitation, provisions addressing the following: 5.1 City's Acquisition of the Development Property. As indicated in Recital 3.2, the City has commenced proceedings in Anoka County District Court to acquire title to the Parcels through the exercise of the City's power of eminent domain. Subject to Section 5.6 belo'.", theThe Development Agreement will obligate the City to proceed with the eminent domain proceedings and to use commercially reasonable efforts to acquire marketable title to and possession of each of the Parcels on or before July -l4;,L 2007 (the "Acquisition Date"). The Citv is resnonsible for all costs and exnenses the Citv incurs to acouire the Parcels. The Development Agreement will expressly provide that the City is not liable to Muir for the City's failure to acquire marketable title to and possession of all or any portion of the Development Property on or before the Acquisition Date if the City has used commercially reasonable efforts to do so; provided, however, if the City has not been able to obtain marketable title to and possession of all or any part of the Development Property on or before the Acquisition Date, the Development Agreement will obligate the City to continue to use commercially reasonable efforts to acquire marketable title to and possession of the balance of the Development Property as promptly as reasonably possible. 5.2 APT Lease. The Parcel identified as Parcel I on Exhibit A is subject to a Site Agreement dated June 28, 1996 as amended by a First Amendment to Site Agreement dated , 1997 (the date is left blank in the original document) (the "APT Lease") between KRH Land, LLC, a Minnesota limited liability company and APT Minneapolis Inc., a Delaware corporation ("APT"). The APT Lease grants APT and its 1966223vRed; 1966223v1 to 1919544v4; 11/16/06 2