HomeMy WebLinkAboutEDA March 17, 2009
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1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304. (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
ECONOMIC DEVELOPMENT AUTHORITY
MEETING
March 17, 2009
6:00 p.m.
Conference Rooms A & B
1. Call to Order - 6:00 p.m.
2. Approval of Minutes (2/17/09 Regular Mtg.)
3. Discuss K wik Trip Proposal
0 4. Review/Approve License Agreement for Cell Tower
5. Approve Banner Design for Andover Station
6. Purchase Agreement/Letter ofIntent/Progress Review
7. Other Business
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0 1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304. (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
TO: Economic Development Authority
CC: r D"k" E "D" ~
1m lC mson, xecutlve lrector
FROM: Michelle Hartner, Deputy City Clerk
SUBJECT: Approval of Minutes
DATE: March 17,2009
INTRODUCTION
The following minutes were provided by staff for approval by the EDA:
0 February 17,2009 Regular Meeting
DISCUSSION
Attached are copies of the minutes for your review.
ACTION REQUIRED
The EDA is requested to approve the above minutes.
Respectfully submitted,
l-eof)O/)~
Mic . elle Hartner
Deputy City Clerk
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6 ANDOVER ECONOMIC DEVELOPMENT AUTHORITY MEETING
7 FEBRUARY 17,2009 - MINUTES
8
9
10 A Meeting of the Andover Economic Development Authority was called to order by President
11 Gamache, February 17,2009,6:00 p.m., at the Andover City Hall, 1685 Crosstown Boulevard NW,
12 Andover, Minnesota.
13
14 Present: Commissioners Sheri Bukkila, Don Jacobson, Mike Knight, Julie
15 Trude, Joyce Twistol
16 Absent: Commissioner Robert Nowak
17 Also present: Executive Director, Jim Dickinson
18 Community Development Director, Will Neumeister
19 Public Works Supervisor/City Engineer, Dave Berkowitz
20 Others
21
22
O;~ APPROVAL OF MINUTES
25
26 December 16, 2008 Regular Meeting: Correct as written.
27
28 Motion by Jacobson, Seconded by Trude, approval of the minutes as written. Motion carried 5 ayes,
29 1 present (Bukkila) (Nowak absent)
30
31 DISCUSS ANDOVER STATION DESIGN GUIDELINES-OUTDOOR DISPLAYS
32
33 Mr. Neumeister went over the guidelines with the new language added per the discussion at the
34 December 2, 2008 meeting.
35
36 Mr. Neumeister stated propane tank storage would fall under vending machines since the
37 customer would need to go into the store to get an attendant for service. Commissioner Knight
3S asked ifthere are special provisions for propane tanks. Mr. Dickinson stated the propane tank
39 storage is regulated by the Fire Department.
40
41 Commissioner Jacobson asked how many vending machines one business can have.
42 Commissioner Trude stated there is no limit. Commissioner Jacobson believes a number should
43 be placed into the guidelines. Mr. Dickinson believes most want their business to be attractive
O~ and wouldn't over due the displays outside.
46 Commissioner Knight asked how a number would be determined. Commissioner Jacobson
47 suggested using the square footage of the business.
48
0 Andover Economic Development Authority Meeting
Minutes - February 17,2009
Page 2
1 Mr. Dickinson stated Mr. Neumeister is the representative to the Andover Station Association; he
2 could bring the topic up at their next association meeting and get their input. President Gamache
3 agreed with the idea.
4
5 Commissioner Trude stated what's important is that what the business decides to sell outdoors is
6 not a permanent structure.
7
8 Mr. Dickinson stated the guidelines need to be modified, will be brought to the Andover Station
9 Association for input and brought back for approval at a future EDA meeting.
10
11 DISCUSS ANNUAL BUSINESS DEVELOPMENT DAY
12
13 Mr. Neumeister presented information regarding the 6th Annual Business Development Day, The
14 reason it has been brought before the EDA is that this year could be a low turnout event from
15 golf teams to sponsors so is this an event that should continue?
16
17 The EDA agreed to support the event.
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19 Mr. Neumeister stated if the turnout is low the prizes will be down sized. The event will be held
20 on June 17th.
21
22 President Gamache suggested calling Bunker Hills for a price quote for the event.
23
24 ANDOVER STATION BANNER DISCUSSION
25
26 Mr. Neumeister stated last fall the banner discussion for Andover Station was brought up. He
27 presented two samples from Main Street Design in Ramsey. One vinyl and one canvas sample.
28 The vinyl quote is $67.00 per unit and the canvas is $52.00 per unit. There are roughly 100 light
29 poles in the area so the area would need 60 banners since the banners will be placed on every
30 other pole.
31
32 Commissioner Jacobson asked where the funds are coming from. Mr. Dickinson stated the EDA
33 has $5,000 - $6,000 budgeted for the banners.
34
35 The EDA agreed to move forward with the canvas banners.
36
37 Mr. Neumeister stated he'll play around with a design concept with the help of Main Street
38 Design and bring back to a future meeting.
39
040 PURCHASE AGREEMENT/LETTER OF INTENT/PROGRESS REVIEW
41
42 Mr. Neumeister gave updates on the following:
43
44 Mr. T's Dry Cleaners - Laura Heppner is having a difficult time finding interest ,in the space she
0 Andover Economic Development Authority Meeting
Minutes - February 17,2009
Page 3
1 needs to fill. Laura Heppner may request a time extension on the purchase agreement.
2
3 Spanish Language Preschool- They are looking at a location by the Andover Cinema.
4
5 Blue Pin Pool & Spa - Will be opening soon. Mr. Brenner will be coming to the EDA regarding
6 a temporary sign on the monument sign for his business.
7
8 Monument Sign - At the March EDA meeting Louis Rudnicki will bring a proposal to the EDA
9 regarding an agreement to take over the monument sign. The EDA is not interested.
10
11 Moose & Co. Grill House - Working on long term financing.
12
13 Kwik Trip - The deal with Eddy's Auto Body is still alive. Kwik Trip and Eddy's have a verbal
14 agreement. Eddy's needs to be in their new building in 6 months. Kwik Trip will be at the
15 March meeting to discuss the needs to make the redevelopment happen. To construct the
16 frontage road will cost approximately $326,000. The EDA committed to $100,000, Kottkes
17 written commitment is also $100,000 and Kwik Trip is only giving up the right-of-way. That
18 leaves a short fall of$126,000.
019
20 UPDATE PROPOSED COMMUNICATION SITE-ANDOVER STATION NORTH
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22 Mr. Dickinson gave an update on the proposal for Verizon Wireless to lease a site at Andover
23 Station North Ball Field Complex. Verizon Wireless has applied for a Conditional Use Permit
24 and is scheduled for a public hearing at the February 24th Planning and Zoning Meeting.
25
26 Mr. Dickinson stated one change that has occurred is that he is looking at a license agreement
27 instead of a lease agreement. The difference being the license allows Verizon to use the property
28 as the lease would give them rights to the property. It's a better position for the City.
29
30 Mr. Dickinson stated the location ofthe antenna has not changed. The Baseball Association has
31 been talked to regarding the location and agrees it's a good location for the antenna. The antenna
32 would be right up to the fence.
33
34 Commissioner Trude asked if the building has been down sized. Mr. Dickinson stated they
35 reduced the size of the building but moved the generator outside.
36
37 Commissioner Jacobson asked the height limit ofthe antenna. Mr. Dickinson stated co-location
38 can go up to 150 feet.
39
040 Mr. Dickinson stated T-Mobile is also looking at another location perhaps Prairie Knoll Park to
41 place another antenna.
42
43 Commissioner Trude asked if a six foot fence will be tall enough. Mr. Dickinson stated it's not a
44 common location for homeruns. He doubts you'll see many balls in the area.
0 Andover Economic Development Authority Meeting
Minutes - February 17,2009
Page 4
1
2 Mr. Dickinson stated Council will review this license in about a month and all safety issues will
3 be looked at.
4
5 Motion by Jacobson, Seconded by Trude to adjourn. Motion carried unanimously. (Nowak
6 absent) The meeting adjourned at 6:58 p.m.
7
8 Respectfully submitted,
9
10
11 Michelle Hartner, Recording Secretary
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0 C I T Y 0 F @
NDOVE
1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304. (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
TO: EDA President and Board
cc: Jim Dickinson, Executive Directo
FROM: Will Neumeister, Director of Community Development ~
SUBJECT: Discuss K wik Trip Proposal
DATE: March 17, 2009
INTRODUCTION
This was last reviewed on May 6, 2008. This request has resurfaced, because the owners of Eddy's Auto Body once
again have a deal with K wik Trip to purchase their land.
The whole deal is contingent upon the City reconstructing the frontage road at Jay Street and Bunker Lake Boulevard
as well as the median on Jay Street to enable them to improve the access to the site. Staffhas estimated the costs (see
attached). To enable them to complete their negotiations, they needed to know whether the City/EDA would agree to
aove, more of the estimated costs than what was committed to in May of2008 (see attached minntes).
DISCUSSION
Please read the attached letter from "Kwik Trip" (dated July 19, 2007) that still accurately describes their current
position on the road reconstruction. Staff is recommending the EDA seriously consider this request. If there is EDA
support, staff would suggest that the EDA establish a commitment level (using TIP funds) towards reconstructing the
frontage road and median on Jay Street.
Based on an engineering estimate (done in Sept. 2008), the cost to complete the work to be done is approximately
$250,871 with $75,261 of indirect costs (i.e. engineering, surveying, inspections) for a total of $326,132. This is
higher than the previous estimate of $271,550, but costs could come back down to the previous number due to the
cost of oil being lower and the slowing economy. Also, the indirect charges could come in less than projected.
Staff offers a variety of reasons to support the request:
1. The current alignment of the frontage road is not a safe or convenient access to the properties that front on
Bunker Lake Boulevard (east of Jay Street). The access does not allow full movement to the properties that front
along that section of road. The reconstruction would enable patrons to more easily access them and it would be
safer.
2. The existing building, operating as Eddies Autobody, is not very attractive and is located at a very prominent
intersection in the community. The design of the proposed new motor fuel convenience store and car wash is
more visually appealing than the existing structure.
03. The argument could be made that the City should probably have included this site in the overall redevelopment
plan for the area that was initiated over 18 years ago when the old auto junkyards were removed using Tax
0 Increment Financing (TIP). The current image of that intersection likely has a negative effect on the other
development in the area the City spent a great deal of money to attract.
4. In this proposal the City has a private redevelopment initiative that will take care of a traffic/transportation
problem and would not require the City to acquire right-of-way to cause these things to occur. This is an example
of what private redevelopment can accomplish ifthe right conditions exist (i.e. willing buyer/willing seller).
5. Kwik Trip will dedicate approximately 34,400 square feet of Right-of-Way and receive approximately 21,500
square feet of vacated Right-of-Way in return that will still be encumbered by a utility easement. The difference
of approximately 12,900 square feet will result in Kwik Trip contributing a significant amount of land value that
does not need to be paid by the City. They feel that is their "fair share" contribution (estimated value between
$150,000 to $180,000) to this reconstruction and redevelopment project.
6. Relative to this project negatively affecting the existing motor fuel stations in the area, it could be argued that at
least one of them already has a fairly recent track record of not being able to make it, as it has been resold many
times in the past five years. With their limited access to Hanson Boulevard, it could be assumed that the stations
on the comer of Hanson and Bunker will be harder to get to and associated with that will be less business.
Preventing this site from developing in the manner that is proposed will be less of an impact on them than the
road changes that have already occurred. The City did assist in preserving their access as part of the Hanson
Boulevard Reconstruction Project and did agree to assume 1/3 of the access costs.
7. Other vacant parcels in the area (to the east on the Kottke land) have not sold because of the limited access that
they have to Bunker. If the access is improved, they will likely become much more attractive as building sites
that, if built on, would enhance the City's tax base.
Q. If you would compare tax generation of current value to a new Kwik Trip (valued at $1.9 million) there would be
an annual increase of taxes to the City of approximately $8,500 per year. Therefore this project would have a
positive long term benefit in total taxes paid to the City and other taxing jurisdictions.
9. These private party redevelopment opportunities do not come around that often. If missed this time it may not
come about for many years to come.
Based on a discussion at the August 21, 2007 EDA meeting, it was felt that the adjacent owner of lots along the
frontage road (Kottke's Bus Company) should bear a proportionate assessment for the cost to upgrade and improve
the access to those lots. The EDA received a letter from the owner of Kottke's that indicated he. was open to
discussion about the frontage road reconstruction (see attached letter dated May 5, 2008).
ACTION REQUESTED
Staff requests the EDA review the request from K wik Trip and determine if there is once again interest in pursuing a
formal written agreement to structure a road realignment of the frontage road and also modify the median at Jay
Street and Bunker Lake Boulevard.
Respectfully submitted,. t..-
Will Neumeister tA/d
Attachments: Kwik Trip Letter, Site Plan, Minutes of ED A meetings, Photos
Cc: Sam Van Tassel, 4815 James Avenue South, Minneapolis, MN 55419
Eddy Prater, Eddys Autobody, 1786 Bunker Lake Blvd., Andover, MN 55304
0 Chuck Peterson, Kottkes Bus Service, 13625 Jay Street NW, Andover, MN 55304
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July 19, 2007
Mr. Will Neumeister
Community Development Director
1685 Crosstown Blvd. N.W.
Andover, MN 55304
Dear Will,
Kwik Trip has executed a letter of intent (LOI) with Eddy Prater to acquire his property
(Property) located at 1786 Bunker Lake Road to facilitate the construction of a Kwik Trip
store. The sale is conditioned on approvals by the City of Andover which include the
relocation of the frontage road to run along the south edge of the Property and a break in
the median in Jay street to facilitate full turning movements to the relocated frontage
road. Kwik Trip would provide the property for the relocated frontage road. In return,
Kwik Trip is requesting the City to vacate the current frontage road property which would
be incorporated into the Property and construct the new frontage road and median break
in Jay Street at the City's sole cost. Without the aforementioned, Kwik Trip would not be
0 interested in pursuing this location.
We believe this request will benefit the City for the following reasons: it will enhance the
safety of the current intersection configuration by moving the frontage road access onto
Jay Street further south of Bunker Lake Blvd.; it will allow the City to relocate the
frontage road without using its power of eminent domain; it will eliminate the current
use of a body shop to a location better suited for such a use; it will increase the value
and the functionality of the area bounded by Hanson Blvd., Bunker Lake blvd. and Jay
Street; it will enhance the tax base for the City; it will provide a valuable service to the
citizens and businesses of Andover.
. Kwik Trip is very excited about coming to Andover and providing the goods and services
for which we are known. Even though we were named convenience store of the year in
2004, article attached, we consider ourselves a small grocery store that provides our
customers value.
We look forward to working with the City on what should be a mutually rewarding project.
Please contact me with any questions or comments.
Sincerely,
Sam VanTassel, CCIM
0 Real Estate Manager
Kwik Trip Inc.
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0 KOTTKES' BUS SERVICE, INC.
13625 JAY ST NW
ANDOVER MN 55304
763-755-3100
Mr. Will Neumeister
Community Development Director
1685 Crosstown Blvd NW
Andover, MN 55304
May 5, 2008
Dear Mr. Neumeister:
Kottkes' Bus Service, Inc. is open to discussion about the proposed
"improvement" to the service road located between Jay StNW and Grouse
0 St NW just South of Bunker Lake Blvd NW and to the possibilities of an
assessment charge to us.
We would have to be assured that the cost of the assessment would be fair
and proportionate to Kottkes'. We would also have to be assured that the .
cost of the assessment would be a monetary benefit to the land value of the
undeveloped land we own adjacent to the new proposed service road. We
also would have to have the maximum time frame to pay the assessments if
approved.
This letter does not make any commitment to the proposed "improvement"
of the service road; it only states that we are open to discussions about the
proposed change.
Sincerely, M~
harles M. Peterson
0 President/Owner
Kottkes' Bus Service, Inc.
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ANDOVER ECONOMIC DEVELOPMENT AUTHORITY MEETING
AUGUST 21, 2007 - MINUTES
eeting of the Andover Economic Development Authority was called to order by
Pres ent Mike Gamache at 6:00 p.m., Tuesday, August 21,2007 at the Andover City
Hall, 1 5 Crosstown Boulevard NW, Andover, Minnesota. ,
Don Jacobson, Mike Knight, Ken Orttel, Julie Trude,.
Resident members Joyce Twistol and Bob Nowak
Commissioners Abs None
Also Present: Jim Dickinson, Executive Director
Will Neumeister, Community Development Director
thers
0 Approval of Minutes - August 8,
Motion by Trude, seconded by Knight to rove the minutes of August 7, 2007 as
written. Motion carried.
Public Hearing on Land Sales (MVP Baseball, 11 Pizza, Dynamic Sealing
Technologies)
Motion by Knight, seconded by Jacobson to open the public
unanimously.
No one addressed the EDA.
Motion by Jacobson, seconded by Knight to close the public hearing. Moti
unanimously.
Motion by Jacobson, seconded by Knight to move the resolution as prepared by s
Motion carried unanimously.
... Bunker Lake Boulevard Redevelopment Activities
Mr. Neumeister reviewed a few options to facilitate redevelopment of the area south of
Bunker Lake Boulevard between Hanson Boulevard and Jay Street that will improve the
0 access to the comer site. He didn't feel this would happen very quickly and that it would
be a private redevelopment.
. Mr. Dickinson has been talking with the broker representing Kottke's. The broker
indicated Kottke's would rather have a developer brought in for their property rather than
to do anything themselves. There may be a bank interested in a prominent location in the
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Andover Economic Development Authority Meeting
Minutes - August 8, 2007
Page 2
MOTIONby Trude, econ authorizing staff to sign on behalf of the EDA with
the discussed provisions in the purchase agreement WI ion carried
unanimously. ,. ,
-~. ~ . "'3~~ ..... ,
., DISCUSS FRONTAGE ROAD RECONSTRUCTION REQUEST (KWIK TRIP STORE/CAR
WASH)
Mr. Neumeister introduced Mr. Van Tassel who is representing Kwik Trip. Mr. Van Tassel is
asking for assistance from the city in reconstructing the frontage road at Jay Street and Bunker
Lake Boulevard.
Commissioner Jacobson asked the cost of the project and if the city would be in charge of the
construction of the project.
Mr. Berkowitz stated the estimated cost of the project is $200,000; however if the cost exceeds
0 that amount, Kwik Trip would be responsible for the remaining cost. The city would be in
charge of the construction.
Commissioner Trude asked about the other property owners along the frontage road contributing
to the cost of the project.
Mr. Dickinson explained the benefits for all the properties in that area.
Mr. Van Tassel stated the background ~fthe Kwik Trip Company. They are considered a small
grocery store, not just a gas station. This would be the first North Metro store. The square
footage of the building would be 5,200. Kwik Trip's share 'of the cost of the frontage road
project would be 47 percent. They would also be giving the city more right-of-way easement
then Kwik Trip would be getting back. Construction would be next year.
Commissioner Knight suggested Mr. Dickinson contact Kottkes mid Mobil regarding the
frontage road construction.
EDA would like a report from staff at the next meeting.
;f ~-'-l!IV"-' _K:... 'lP'.1i' _.4!...4_ rv- _'_ ___~ ..1! n L~ ~'r" -
~~a. ECONOMIC DEVELOPMENT ACTIVITIES
0 Rudnicki's Retail Building-A hair salon ,has submitted a plan J finish permit.
Funeral Home-Ground breaking will be August 22, 2007 at 11:00 a.m.
--17-
0 Andover Economic Development Authority Meeting
Minutes - May 6, 2008
Page 2
. DISCUSS FRONTAGE ROAD RECONSTRUCTION (KWIK TRIP STORE/CAR WASH)
Mr. Neumeister stated there is a supplement to this item. The supplement contains a letter from
Mr. Charles Peterson, President of Kottkes Bus Company, stating he is willing to participate in
the discussion regarding the frontage road reconstruction.
The frontage road reconstruction was discussed.
Direction from the EDA for staff to move forward exploring the options for the reconstruction
project.
...,~ -
CUSS CHANGES IN ALLOWABLE USES & POTENTIAL SALE OF LAND TO EDDY
'R
Mr. Neumeis stated Mr. Prater i~jnterested in relocating his auto body repair business to
Andover Station h and is requesting the EDA to discuss changing the allowable uses on the
Andover Station Nort esign guidelines.
0
The EDA is open to the idea b ould like more photographs of what the building would look
like.
OTHER BUSINESS
Motion by Jacobson, Seconded by Trude to schedule an A Meeting for 6:00 p.m., Tuesday,
May 20, 2008. Motion carried unanimously. (Nowak absent
Motion by Jacobson, Seconded by Orttel, to adjourn. Motion carried
absent) The meeting adjourned at 7:03 p.m.
Respectfully submitted,
Michelle Hartner, Recording Secretary
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1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
TO: President and Commissioners
FROM: Jim Dickinson, Executive Director
SUBJECT: Review/Approve License Agreement for Cell Tower - Andover Station North
DATE: March 17, 2009
INTRODUCTION
The EDA discussed a proposal by a site acquisition consultant for Verizon Wireless to have the
EDA consider the potential of a communication site lease at the Andover Station North Ball
Field Complex on December 2,2008 and again on February 17,2009.
Since those meetings, Verizon Wireless applied for a Conditional Use Permit to locate a cellular
phone antenna in Andover St,ation North between the easterly and central ball fields. Their
proposal went through the public hearing process with the Planning and Zoning Commission on
0 February 24, 2009 and the application was ultimately approved (with conditions) by the City
Council on March 3,2009.
DISCUSSION
The Proposal:
The proposal is to remove and replace an existing light pole with one that will support the ball
field light, a cellular antenna array for Verizon Wireless and potentially one additional antenna
for a different user in the future.
The new antenna will require equipment to be placed on the ground and that structure will be
located outside the 200 foot setback from the closed landfill as required by MNPCA for this type
of building installation.
City Code 9-12 provides the specific requirements for antennas and towers. The proposal meets
the height, location, design, setback and collocation requirements of City Code 9-12 Antennas
and Towers. A building permit will be required for the foundation ofthe new pole and structure.
The License:
One point discussed as part of the CUP review process was the requirement of a license/lease
0 agreement with the Andover Economic Development Authority. That license agreement is
attached for the EDA's review and approval.
0 ACTION REQUESTED
Receive a brief presentation from the Executive Director on the license agreement, discuss the
current proposal for a communication site in the Andover Station North Ball Field area and
ultimately approve the license agreement contingent on a favorable review by the City Attorney.
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0
0 SITE NAME: WORKING DOCUMENT- 3-11-09
SITE NAME: MINC Bunker Hills owner approved version
SITE NUMBER:
ATTYIDATE: 3/13/09
LAND LICENSE AGREEMENT /,
.~1~~V1~v~~
This Agreement, made this day of ,~.~1~~!: ~~een
Andover Economic Development Authority, A Minnesota body corporate ~~,~~~itic with its
principal offices located at 1685 Crosstown Boulevard NW, Andover4i<<~~':Q;ta 55304,
h~rei~after. d~signated GRANTOR and Ve~izon Wireless. (VA W) LLC d!t1fi..V~rizorl.+~ireless,
WIth Its pnncIpal office located at One Venzon Way, Mail Stop 4A~0, Basking Ridg " ew
Jersey 07920 (telephone number 866-862-4404), hereinafter d0 ignated dlANTEE. e
GRANTOR and GRANTEE are at times collectively referred t. ereiniiter as the "Parties"
individually as the "Party".
RECITALS:
0
1. PREMISES. '~'fOR hereby enses to GRANTEE a portion of the Property
containing 760 s uare feet (the <" d Space"), together with the non-exclusive right (the "Rights of
Way") for ~'i.SS an, ~, ess, sev~ a week twenty-four (24) hours a day, on foot or motor
Vehi~nding true over or ,\l!i!' a right-of-way extending from the nearest public
right-o... ay, 139th Lane '. to the Mana Space, and for the installation and maintenance of utility
wire , pd '"" cables, conduit~d pip".;'s over, uuder, or along one or more rights of way from the
Land ~pa~d Land Spa" and Ri~ts of ,,!~y (her~i~after collectively referred to as the
"Prermses") belflg substantIallij as descnbed herem m ExhibIt "A" attached hereto and made a part
hereof. V
,
0 MINe Bunker Hills light pole replacement
Land License Agreement
M&B 3/7/2008
1088607v5
1
In the event any public utility is unable to use the Rights of Way, the GRANTOR hereby
o agrees to grant an additional right-of-way either to the GRANTEE or to the public utility at no cost
to the GRANTEE.
2. SURVEY. GRANTOR also hereby grants to GRANTEE the right to survey the
Property and the Premises, and said survey shall then become Exhibit "B" which shall be attached
hereto and made a part hereof, and upon mutual agreement of the parties, shall control in the event
of boundary and access discrepancies between it and Exhibit "A". Cost for such wor~, shall be
borne by the GRANTEE. !(iEl111~~1",
.4E~n,!lr "'l~t~)~
3. TERM. RENTAL. r~~~l>,
~o>iIJ>' "I~t....,
a. This Agreement shall be effective as of the date (~r~xecut~:~ both
Parties, provided, however, the initial term shall be for five (5) years. and s~lllImmencO\\lll, the
Commencement Date (as hereinafter defined) at which time rental w~nts shalf commenc~yand.
be due at a total annual rental of Fourteen Thousand Four amindrit and No/lOO Dolla
($14,400), tn be paid in equal mnnthly installments on the firs lIay of the month, in advanc, , 0 .
Andover Ec~nomic I?evelop~ent A~thori~ or to such ot~e.erson, fi~ place as GRANTOR
may, from time to time, deSIgnate m wrItmg at least thiFlY ~ "'~' day~..vance of any rental
payment date by notice given in accordance with Paragraph 2 0'h~)w. The Agreement shall
commence based upon the date GRANTEE commences installat (i)~of the e~ipment on the
Premises, or on the first day of August, 2009, whichever occur~rst. ~Y Prior to the
O Commencement Date, GRANTEE, at its :~d expe,,;,e, will ~ and deliver to
GRANTOR an Irrevocable letter of c~~~~~mov~nd m favorc:@f GRANTOR m the
principal amount of Ten Tho~sand Dollars \~\'-Ooo.oopeGure GR~l\N!E~'s obligation to
remove the Improvements. Said letter of credIt .WIll b~~om a f~"al mstItutIOn ac~eptable to
the GRANTOR. In the event GRANTEE faII~(l~emove t~provements reqUired to be
removed within the time or ti~ded, G:RA.N'~R may do so. GRANTEE shall reimburse
GRANTOR for all reaso a~osts iW'eurred by G~~G>R to re.move the Improvements and
restore the Property. G. TOR ma tlraw from the '\'l~tr& of credIt or bond so much thereof as
will reimburse G "~r its cost .~ mn.:o%~fmaining will be refunded to GRANTEE.
In the event the date of co:m1tTIe <\U,. g insta afil)h~f equipment is determinative and such date
falls between the 1 st and 15iMPt~e month, the Agreement shall commence on the 1 st of that
month and i eflmit falls betw€en the 16th and 31 st of the month, then the Agreement shall
commencon the 1" da .nthe fo~month (either of the foregoing or August 1,2009, if
applica; Ie, being the "Co ; .encemepbate"). GRANTOR and GRANTEE agree that they shall
ackn_~ge in writing the 'mmencement Date in the event the Commencement Date is based
upon the ~RANTEE co~ences installation of the equipment on the Premises. In the e:ent
the Commem~ement Date 11 the fixed date set forth above, there shall be no wntten
acknoWledgem~uire(\l,"GRANTOR and GRANTEE acknowledge and agree that initial
rental payment(s) s~~ll~t actually be sent by GRANTEE until thirty (30) days after the
, Commencement Da~ after a written acknowledgement confirming the Commencement Date,
if such an acknowledgement is required. By way of illustration of the preceding sentence, if the
Commencement Date IS January 1 and no written acknowledgement confirming the
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0 Commencement Date is required, GRANTEE shall send to the GRANTOR the rental payments
for January 1 and February 1 by February 1, and if the Commencement Date is January 1 and a
required written acknowledgement confirming the Commencement Date is dated January 14,
GRANTEE shall send to the GRANTOR the rental payments for January 1 and February 1 by
February 13. If permitted by the local utility company servicing the Property, GRANTEE will
install a separate meter for the measurement of its electric power and will pay for its own utilities
used.
~1>
,l~~~~t~f'",
Upon agreement of the Parties, GRANTEE may pay rent by electronic ~~~Hransfe~lfU1d
in such event, GRANTOR agrees to provide to GRANTEE bank routing in~~~it~on for such
purpose upon request of GRANTEE.~lll;:? ~~
b. GRANTOR hereby agrees to provide to GRANTEE~ dOc~~on
(1he "Rental Documentation") e,,!denc~g GRAN~O~'s inte~st in, ~t ~ceive pa~fil'
under, thIS Agreement, mcludmg Without lImItatIon: (1) "um~atlOn, acceptable 0
GRANTEE in GRANTEE's reasonable discretion, evidencin ttRANTOR's good and suffic'@
title to and/or interest in the Property and right to receiv~ental pa ents and other benfits
hereunder; (ii) a complete and fully executed Internal Re~@nu ervIce> W -9, or equivalent,
in a form acceptable to GRANTEE, for any party to whom r@nta payments are to be made
pursuant to this Agreement; and (iii) other documentation r ested by GRANTEE in
GRANTEE's reasonable discretion. From time to time during the Te of thf~greement and
0 within thirty (30) days of a written reque '~~RANTEE, GRAN' j),,' agrees to provide
updated Rental Documentation in a form easona ly~able to G TEE. The Rental
Documentation shall be provided to G TE\n accora'4ll~-Sl-e provisions of and at the
address given in Paragraph 26. Delivery of R!ental~ja:1funen zn to GRANTEE shall be a
prerequisite for the payment of any rent by G~'TIEE and 11lJ' withstanding anything to the
contrary herein, GRANTEE s ai' ha\(e no obligat~1fto make any rental payments until Rental
Documentation has been sUE led to Ci NTEE as ~~i~d herein.
'?~~--!?
"",.to."""^-,
Wi1hin fiftee Jl~ of ol!lilinin an in~in 1he Property or this Agreement, any
assignee(s), transferee(s) (\) othe ucce sor~s;~ interest of GRANTOR shall provide to
~RANT~E Ren~al Documen.~ in the manner set ~o~h i~ the preceding parag~aph. From
tIme to tIme, du:J!11l~erm of t ,'. s Agreement and Within thIrty (30) days of a wntten request
from G~ any ~ee(S~~feree(S) of GRANTOR agrees to provide npdated
Rent~oc~entation in . '. form reo~ably acceptable to GRANTEE. Deliver:r ~f Rental
Docl:JJ;:fl'€ntatlOn to GRANTB'?~ an~sIgnee(s), transferee(s) or other successor(s) m mterest of
GRANT~1 be a pre1'slte for the payment of any rent by GRANTEE to sucb party and
notwithstan i~anything to ,he contrary herein, GRANTEE shall have no obligation to make
any rental payments to.:y assignee(s), transferee(s) or other successor(s) in interest of
GRANTOR until"ta1tID~umentation has been supplied to GRANTEE as provided herein.
1L.
4. EXTENSIONS. This Agreement shall automatically be extended for four (4)
0 additional five (5) year terms unless GRANTEE terminates it at the end of the then current term by
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o giving GRANTOR written notice of the intent to terminate at least six (6) months prior to the end
of the then current term.
5. EXTENSION RENTALS. The annual rental for each five (5) year extension term
shall be equal to one hundred fifteen percent (115%) of the annual rental payable with respect to
the immediately preceding five (5) year term.
6. ADDITIONAL EXTENSIONS. If at the end of the fourth (4th) fiv~;,.(5) year
extension term this Agreement has not been terminated by either Party by giving2'~~t!J.~'cother
written notice of an intention to terminate it at least three (3) months prior to the e~~fof sucmt~rm,
this Agreement shall continue in force upon the same covenants, terms and conqjtf5~~,^ for a :fufther
,,""'ciY ~'n
term of five (5) years and for five (5) year terms thereafter until terminated by~!~r P~t~by giving
to the other written notice of its intention to so terminate at least three (3) m6~s. prior to~tft~.'l4.e_nd of
~'" 'ciY.
such term. Annual rental for each such additional five (5) year term sh'!ll be eqUal to one 110/' . dred
fifteen percent (115~) . ~f the annual rental pay~ble with respe.c.t....t o~ediaie'y preceding. ,;, e.. ..
(5) year term. The Imtml term and all extenSIOns shall b... e..... c :7.0..1..1. &IY.~~erred to herem as t '
"Term". An .,., ,,',
7. TAXES. GRANTEE shall have the resp6"m~I1.~ to ~~y personal property,
real estate taxes, assessments, or charges owed on the Property ~i~"GRANTOR demonstrates
is the result of GRANTEE's use of the Premises and/or the ins llation, maintenance, and
O operation of the GRANTEE'~ improvement~~.~ any sales tax impo'~n ~rent (ex~pt to
the extent that GRANTEE IS or may bec.om~e~~mpt from the paym~~ sales tax III the
jurisdiction i.n which the Property is 10cAc~~lJncrease in~l- ~state taxes at the
Property which GRANTOR ~emonstrates arIs, from9!7@~E's Improvem~nts and/or
GRANTEE's use of the PremIses. GRANTOR an:q G.~TEE sllalleach be responsIble for the
payment of any taxes, levies, assessments and om~tr6harges i~sed including franchise and
similar taxes imposed upon ~siness condu~~d by GRANTOR or GRANTEE at the
Property. Notwithstandin e fore~g, GRANTEl!\ s.e:.~ll not have the obligation to pay any
tax, assessment, or ch, that GRAijUEE is disputitf~iin good faith in appropriate proceedings
prior to a final detern.Jinaon that s & iB. QR~drassessed provided that no lien attaches to
the Property. Nothing in thIS ara"aph shall e cobstrued as making GRANTEE liable for any
portion of GRANTOR's incom axes in connection with any Property or otherwise, Except as
set forth in ~, GRAN'f~ shall have the responsibility to pay any personal. property,
real e~es, asse"., or :.~ owed on the Property and shall do so prIor to the
imposi~ of any lien on th,ropenr
G . ~.... TEE shall h~j the right, at its sole option and at its sole cost and expense, to
appe:~~_.~seek m"~ification of any tax assessment or billing for which GRANTEE is
wholly or Partlyqsp~e for payment. GRANTOR shall reasonably cooperate with
GRANTEE at GRAJqtj~E's expense in filing, prosecuting and perfecting any appeal or challenge
to taxes as set fort~ the preceding sentence, including but not limited to, executing any
consent, appeal or other similar document. In the event that as aresult of any appeal or challenge
o
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0 by GRANTEE, there is a reduction, credit or repayment received by the GRANTOR for any
taxes previously paid by GRANTEE, GRANTOR agrees to promptly reimburse to GRANTEE
the amount of said reduction, credit or repayment. In the event that GRANTEE does not have
the standing rights to pursue a good faith and reasonable dispute of any taxes under this
paragraph, GRANTOR will pursue such dispute at GRANTEE's sole cost and expense upon
written request of GRANTEE.
8. USE: GOVERNMENTAL APPROV ALS. GRANTEE shall use the Prepises for
1"~_1_
the purpose of constructing, maintaining, repairing and operating a communication~",(f~ei1i1Y and
uses incidental thereto, A security fence consisting of chain link constructio~$;;~?~im1r\) but
comparable construction may be placed around the perimeter of the Premises,~wlt~~giscretion of
GRANTEE (not including the access easement). All improvements, equig'Uient,1ihtynnas and
conduits shall be at GRANTEE's expense and their installation shall be at th!icretio~~Ption
of GRANTEE. GRANTEE understands and agrees that its use of the,operty 'hall be consistent
wiili all local, state and federa11aws, ordinances, and regulations. G." BE ~ have ili.;'lltYI'
10 replace, repair, add or oilierwise modify its utilities, equipmentlUitennas and/or conduits or am" . .
portion thereof and the frequencies over which the equipmeneperates, whether the equip~ '
antennas, conduits or frequencies are specified or not on Jf;, exhibit &ched hereto, during the
Term. Before commencing any subsequent alterations t 'the 'Qper1:)j,~~NTEE shall submit
plans and specifications to the GRANTOR for the GRANT~ written approval, which
approval shall not be unreasonably withheld, conditioned or delaye. the even1Jihe GRANTOR
0 does not either (i) object to the plans in writing or (ii) furnish the '{I '~~E with written
approval, within fifteen (15) days of the da 0' ubmission of the plan 'RANTOR will be
deemed to have approved them. All w<<p' t be on, ID. GRANTE all be preformed in
accordance wiili ilie approved plans unless ot orwise a .0 .~!ting by ilie GRANTOR,
which approval shall not be unreasonably withhe:, , coftltioned 0 'Melayed. It is understood and
agreed that GRANTEE's ability to use the prem'te s continge t upon its obtaining after the
execution date of this Agreeme~ the certificate ~ermits and other approvals (collectively the
"Governmental Approvals" I at may Jj required by ~era1, State or Local authorities as well
as satisfactory soil borin; tests which will permit G ",., . TEE use of the Premises as set forth
above. GRANTOR sl1a I ~ operate .@' IE&in Its effort to obtain such approvals and shall
take no action which WOuld~' affect ilie s Ilis of ilie Pro~ .wiili respect 10 ilie proposed
use thereof by GRANTEE. In '. event that (1) any of such appl1catlOns for such Governmental
Approvals soul a anally rejececl; (ii) any Governmental Approval issued to GRANTEE is
Cllllce1ed "xpires, lapse. ,or is Oili~ilidrawn or terminated by governmental aUili?rity;
(m) R TEE determme hat such1 iI\ overnmental Approvals may not be obtamed m a timely
manner;~ GRANTEE determines that any soil boring tests are unsatisfactory; (v) GRANTEE
determines ;ftat the premisef no longer technically compatible for its use, or (vi) GRANTEE,
in its sole ~on, dete f ines tha~ it will be .unable . to use the Premis~s for its intended
purposes, G . ~liE shp:I1ftave the nght to terrrunate this Agreement. Notice of GRANTEE's
exercise of its right to t~inate shall be given to GRANTOR in writing by certified mail, return
receipt requested, an~shall be effective upon the mailing of such notice by GRANTEE, or upon
such later date as designated by GRANTEE. All rentals paid to said termination date shall be
0
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0 retained by GRANTOR. Upon such termination, this Agreement shall be of no further force or
effect except to the extent of the representations, warranties and indemnities made by each Party to
the other hereunder. Otherwise, the GRANTEE shall have no further obligations for the payment
of rent to GRANTOR.
9. EXCLUSIVE AND NON-EXCLUSIVE LICENSE. GRANTEE's License to use
those portions of GRANTOR's Property denominated on Exhibit A as the Premises shall be for
the sole and exclusive use of GRANTEE, subject to GRANTOR's right to use the Pr?~ises for
its own communications facilities subject to space availability, structural i~t~gf\~~ and
interference requirements as stated in Section 16 of this Agreement, as well as fo~~!f'I)U~t~,f of
maintenance of the Properly and GRANTOR's equipment. GRANTEE' s Li~~;~t other
portIOns of GRANTOR's Property shall be non-exclusIve. Subject to Par~~aph 1. followmg,
GRANTEE's Default GRANTOR shall have the right to use its Property ~nthom. others
to do so as GRANTOR, in its sole discretion, may determine. . .
10. MAINTENANCE AND DUTY TO REPAIR.
0 II. OWNERSHIP OF LIGHT P,>. Iii NTEE and G~each agree that
GRANTEE will own and operate the T,.~n . , *' iration or e . f :J:er termination of this
Agreement, the Tower shall be transferred '~ IS" an. . ME ., IS" to the GRANTOR
pursuant to a quit. claim bill o! sale. Attached he~o ~hibit, ,otwithstandi~g anything to
the contrary herem, the partIes acknowledge an(l\~gree that 1ll accordance wIth terms and
conditions of the attached ExW~hiCh is inco~rated herein by this reference, GRANTEE
will, am?ng other ~h~ngs~ace the Existing BalIW~Li~ht Pole. .with a New Tow~r (as
defined m t?e ExhIbIt Ii 'l!pon mu~a~ agreement o~.e partIes, ExhibIt D shall control m the
event of deSIgn and a~ s lliscrepan e. hetwee . th({;pai11es. Cost for such work shall be borne by
the GRANTEE. K~";r
12. '~CATI(Ij;.~Y Subject to Paragraph 13 below, each Party shall
indemni~and hold the " ther h~s . against any and all claims, costs, losses, expenses,
demh,actions, causes 0 ction an! · lens, including reasonable attorneys' fees and other costs
and expenses of litigation (i) hich may be asserted against or incurred by the indemnified Party
or for whic the indemnifie Party may be liable in the performance of this Agreement, except
those which ari . from thedt' gl~~enc~ .or willful acts o~ the in?e~ifying Party, i:s empl?yees,
agents or contraeo s, aITclJ/or (n) arlSlng out of the mdemnIfymg Party's neglIgence m the
installation, operationki.uf{ maintenance, repair, removal of its improvements on the Property.
.'
\1fJ
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0 13. INSURANCE.
a. The Parties hereby waive and release any and all rights of action for
negligence against the other which may hereafter arise on account of damage to the Premises or
to the Property, resulting from any fire, or other casualty of the kind covered by standard fire
insurance policies with extended coverage, regardless of whether or not, or in what amounts,
such insurance is now or hereafter carried by the Parties, or either of them. These waivers and
releases shall apply between the Parties and they shall also apply to any claims under or through
either Party as a result of any asserted right of subrogation. All such policies of/~rsurance
obtained by either Party concerning the Premises or the Property shall waive the insut~D'~lJiight of
.;1<;' 'il/"/
subrogation against the other Party. /<t11~v"';~~)
~1;,,:-_t--~:~~:!j
b. GRANTOR and GRANTEE each agree that at its o~jf~'~~~~ expense,
mjf "'\Q
~a.ch will maintain commercial generalliabi~ity insurance with limits not l~'han $2d~0 for
mJury to or death of one or more persons m anyone occurrence ~~50 ,0~ for dania,ge or
destruction to property in anyone occurrence. GRANTOR and Q,'llIiIfE each agree 'I~
will include the other Party as an additional insured.
c. Grantee Property Insurance. Grante '38 all keep in force during the Term
and any Extended Term a policy covering damages to its Facil!f,' at th ,~erty. The amount of
coverage shall be sufficient to replace the damaged Facility, 10 Q use and comply with any
ordinance or law requirements.
0 d. Hazardous Materi~e. Grantee mnst ca
caused by Hazardous Materials.?~o:,.,~".<
. . e. . Excess Li~bility. Grant~~tain excess or umbrella liability
polIcy WIth a combmed smgle lImIt of $5,000,000:~J{er occurre_.ee.
14. LlMlTA~1L1TY. ~ for indemnification pnrsuant to
Paragraphs 12 and 3~ther Party sIll h liable !gaffe other, or any of their respective agents,
representatives, employee IQr an;, ost re enu'e"/plost profits, loss of technology, rights or
services, incidental, punitive, 'f:lirect, special or consequential damages, loss of data, or
interruPtio~~ use of s.e i~ven i~ advised o~ the. p~s~ibility of su?h damages, whether
unde:;('. of contrac, "rt (mcln ~[gence), slnet ~ab[hty or otherwIse. .
. 1'-. ANNUAL TeJ~INA:'~ION. NotwIthstandmg anythmg to. the contr~ contamed
herem, pr~d GRANTEIIS not m default hereunder beyond applIcable notice and cure
periods, G ~E shall ha,. the right to terminate this Agreement upon the annual anniversary
of the Comm~Ovided that three (3) months prior notice is given to GRANTOR.
16. INTE~ERENCE. GRANTEE agrees to install equipment of the type and
frequency which will not cause harmful interference which is measurable in accordance with then
0 existing industry standards to any equipment of GRANTOR or other grantees of the Property
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0 which existed on the Property prior to the date this Agreement is executed by the Parties. In the
event any after-installed GRANTEE's equipment causes such interference, and after GRANTOR
has notified GRANTEE in writing of such interference, GRANTEE will take all commercially
reasonable steps necessary to correct and eliminate the interference, including but not limited to,
at GRANTEE's option, powering down such equipment and later powering up such equipment
for intermittent testing. In no event will GRANTOR be entitled to terminate this Agreement or
relocate the equipment as long as GRANTEE is making a good faith effort to remedy the
interference issue. GRANTOR agrees that GRANTOR and/or any other tenants of th~lroperty
who currently. have or in ~he future take possession of t~e Pro?erty will be permi/~~~i;tQ~stall
only such eqUIpment that IS of the type and frequency whIch WIll not cause harn;jJ!>mterf~\~pce
which is measurable in accordance with then existing industry standards to;4txe1,tp-en existing
equipment of GRANTEE. The Parties acknowledge that there will not be ~(~Keq~\~emedY at
law for noncompliance with the provisions of this Paragraph and therefg.&, either ~~ shall
have the right to equitable remedies, such as, without limitation, inju,nctiv~ief and~
performance. .
17. REMOVAL AT END OF TERM. Subject t aragraph 11 above, GRANpE
shall, upon expiration of the Term, or within ninety (90) da: after an ~arlier termination ofthe
Agreement, remove its building(s), antenna structure(s) exce footints', quipment, conduits,
fixtures and all personal property, and restore the Premises to itontf(nal condition, reasonable
wear and tear and casualty damage excepted. GRANTOR agrees an acknowledges that all of the
0 equipment, conduits, fixtures and personal Krty of GRANTEE'1tta I renlin the personal
pro~erty of GRANTEE and GRAN~EE. sh ". 'a~ right to remove e same at any time
durmg the Term, whether or not saId :tfms are cons '<le ed fixtures attachments to real
property under applicable Laws (as de med in aragrap, ~elO\v.; If such time for removal
causes GRANTEE to remain on the Premises a~ tetrtiination 0 'tfiis Agreement, GRANTEE
shall pay rent at the then existing monthly rate or onf'"tHr existin onthly pro-rata basis if based
upon a longer payment term :rr].~ time as th1!femoval of the building, antenna structure,
fixtures and all personal p, erty are 1Pleted, y
18. HOLUI' ~R GRA':'~ a I.l~ ri@lt to retain possession of the Premises or
any part thereof beyond the re: if 10n of that i.val period set forth in Paragraph 17 herein,
unless the Parties are negotiatm. a new license or License extension in good faith. In the event
that the P'Jt e "" in the provotiating a new licens~ or License extension in good
faIth, G :.J, TEE holds ;"er m vIOlato of Paragraph 17 and thIS Paragraph 18, then the rent
then ~ct payable from and after SO time of the expiration or earlier removal period set forth
in Paragr~ 17 shall be i.reased to one hundred and fifteen percent (115%) of the rent
applicable Cllllliing the month ilmediately preceding such expiration or earlier termination.
19. ~ldT O~ST REFUSAL. If GRANTOR elects, during the Term (i) to sell
or otherwise transf~ any portion of the Property, whether separately or as part of a larger
parcel of which the iRroperty is a part, or (ii) to grant to a third party by easement or other legal
instrument an interest in and to that portion of the Property occupied by GRANTEE, or a larger
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0 portion thereof, for the purpose of operating and maintaining communications facilities or the
management thereof, with or without an assignment of this Agreement to such third party,
GRANTEE shall have the right of first refusal to meet any bona fide offer of sale or transfer on
the same terms and conditions of such offer. If GRANTEE fails to meet such bona fide offer
within thirty (30) days after written notice thereof from GRANTOR, GRANTOR may sell or
grant the easement or interest in the Property or portion thereof to such third person in
accordance with the terms and conditions of such third party offer. For purposes of this
Paragraph, any transfer, bequest or devise of GRANTOR's interest in the Property as~!c;esult of
the death of GRANTOR, whether by will or intestate succession, shall not be consid~~~di~~~~le of
the Property for which GRANTEE has any right of first refusal. /iftiitcY '~'l;t;)!2!
A<LV. >j:4
4~~ti~"i!!
20. RIGHTS UPON SALE. Should GRANTOR, at any time dUliW!t" the'T~pn decide
~# ,,~
(i) to sell or transfer all or any part of the Property to a purchaser other than'~~NTEE,(ii) to
grant to a third pa~ by easement or other legal ins~ent an inter~n an~ that po~, of
the Property occupied by GRANTEE, or a larger porllon thereo~ BlIlPose of operatmY
maintaining communications facilities or the management the. !€of, su~ sale or grant of
easement or interest therein shall be under and subject to ~ementand any such porch " e~ '
or transferee shall recognize GRANTEE's ri~hts hereun~tel1'. der the~ of thi.s Agreement.
To the extent that GRANTOR grants to a third party by.ease~" e legal mslrument an
interest in and to that portion of the Property occupied by "'i;"'K.i TEE for the purpose of
operating and maintaining communications facilities or the m agement thereof and in
0 conjunction therewith, assigns this Agreement to said third party,' IJ shall not be
released from its obligations to GRANTEE ~eR~~greement, and G i ~EE shall have the
right to look to GRANTOR and the third or the fUll~ erformance 0 is Agreement.
m,__ 4-
21. O?IET ENJOYMENT. .GRAN'F'R.i??nants t. a GRANTEE, on pay~ng the
rent and performmg the covenants herem, shall p~~c.eably and qUietly have, hold and enJoy the
Premises. ~~ \
'\.i:':,
.,~\~~
\t"!~ ..'{"
22. TITLE~ NTOR rt!. resents and warrants to GRANTEE as of the execution
date of this AgreemeL , an, covenan . ; U1lin~~Afu that GRANTOR is seized of good and
sufficient title and interest to thelroperty an "'1l.aS full authority to enter into and execute this
Agreement. GRANTOR furthe -ovenants during the Term that there are no liens, judgments or
impediment 0' i r @the Prope or affecting GRANTOR's title to the same and that there are
no coven .. s, easements(l) restrictios Mti!tth prevent or adversely affect the use or occupancy of
the Pre~es by GRANTEas set foil?above.
~GRATI i.lll. It is agreed and understood that this Agreement contains all
agreements, promises andlfrderstandings between GRANTOR and GRANTEE and that no
verbal or oral a~~en~omises or understandings. shall be binding upon ~i~her GR~1\]~JTOR
or GRANTEE m an\dlspute, controversy or proceedmg at law, and any addItIOn, VariatIOn or
modification to this ~eement shall be void and ineffective unless made in writing signed by the
Parties or in a written acknowledgment in the case provided it! Paragraph 3. In the event any
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0 provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect
the validity and enforceability of the remaining provisions of this Agreement. The failure of
either Party to insist upon strict performance of any of the terms or conditions of this Agreement
or to exercise any of its rights under the Agreement shall not waive such rights and such Party
shall have the right to enforce such rights at any time and take such action as may be lawful and
authorized under this Agreement, in law or in equity.
24. GOVERNING LA W. This Agreement and the performance thereo~;;shall be
governed, interpreted, construed and regulated by the Laws of the State in which t~11fJfQ~~rty is
located. A~~11Jf "~~~
,{<'/>;",
~~jY'iiili~~0
25. ASSIGNMENT. This Agreement may be sold, assigned~'#ranstl~i;~~ by the
GRANTEE without any approval or consent of the GRANTOR to the G~TEE'~n);incipal,
affiliates, subsidiari~s of its principal or to any entity which acq~ir~~fl or~~ta~tia~l~:all of
GRANTEE's assets m the market defined by the Federal connnumlll,lli'!,~comnnsslOn m w~
the Properly is located by reason of a merger, acquisition or o~ines 'reorganization. As ,,' '
other parties, this Agreement may not be sold, assigned or tran,ued without the written consen . .of
the GRANTOR, which sneh consent will ~ot be unreaso~re~delayed or conditioned,
No change of stock ownershIp, partnershIp mterest or contro.of G,f"l; ~EE or transfer upon
partnership or corporate dissolution of GRANTEE shall constiS~n assignment hereunder.
GRANTEE may sublet the Premises within its sole discretion, upo1:tinotice to GRANTOR. Any
0 sublease that is ~nt~red into by GRANTEE shal~ ~e subje~t to the pr~his. Agreement
and shall be bmdmg upon the snece~k~~lrs ,and legal'IIlPresentatIves of the
respectIve PartIes hereto. "~<!~
. . 26. NOTICES. All notices here.und~~u~~ ~7' ' d shall b~ deemed validly
gIven If sent by certIfied mall, return receIpt reqiI~sted or by commercial courIer, provIded the
courier's regular business is d~m~:vice and Pfl\i~ed further t~at it gu~antees delivery to
the addressee by the end 0 t e next b~,ness day foll~~fW the cOU:Ier's receIpt from t~e sender,
addressed as follows (any other adoress that the P.t'~o be notified may have deSIgnated to
the sender by like nofJse : ~~'\ ~/
-q;5:;..~__~c-j
"""<\;;-...;/"
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0 GRANTOR: Andover Economic Development Authority
1685 Crosstown Boulevard NW
Andover, Minnesota 55304
GRANTEE: Verizon Wireless (V A W) LLC
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown
pursuant to the foregoing.
27. SUCCESSORS. This Agreement shall extend t
representative, successors and assigns of the Parties hereto.
28. SUBORDINATION AND NON-DISTURI!~. AkNTOR'S option, this
Agreement shall be ~ub~rdinate to any future master License, glt-.icese, ~ortgage: deed of
trust or other securIty mterest (a "Mortgage") by GRANTOR, ch from tIme to tIme may
encumber all or part ofthe Property or right-of-way; provided, howevel!as a co ition precedent
0 to GRANTEE being required to subordinate it interest in this Agreemeno future Mortgage
covering the Property, GRANTOR shall o.m ,ai or~@.&ANTEE's benefit; non-disturbance and
attornment agreement for GRANTEE's ~fit~he f~easonably satIsfactory to GRANTEE,
and containing the terms described below (t,~ "N~.v.~ Agreement"), and shall
recognize GRANTEE's right to remain in occuP~~9F1md ha~t ccess to the Premises as long
as GRANTEE is not in def~ AgreemeJt~~yond app icable notice and cure periods.
The ~on-Disturb~nce Agre~m .nt .snallinclude the ~ellIl1bering party's ('.'Lender's") agr~ement
that, If Lender or Its su~r-m-mterest 0: an~ purcl:i~~of Lender's or Its successor's mterest
(a "Purchaser") aCi\n~ an o~rshI mtere~n the Property, Lender or such
successor-in-interest or Pur~er , . ;11 "-lflono.~ of the terms of the Agreement, (2) fulfill
GRANTOR's obligations una~e Agreement, and (3) promptly cure all of the then-existing
GRANTOR .~faultunder the (~eement. Such Non-Disturbance Agreement must be binding
on all of ke er's p I@~ts in tli~sub'€ct loan (if any) and on all successors and assigns of
Lend~or its participants and oD,l all Purchasers. In return for such Non-Disturbance
Agre~m€nt, GRANTEE will '0xecutean agreement for Lender's benefit in which GRANTEE (1)
confirm;'t-~he Agreemen is subordinate to the Mortgage or other real property interest in
favor of Lena~2) agrees teattom to Lender if Lender becomes the owner of the Property and
(3) agrees to a @~it a cult. Y Lender of any of GRANTOR's defaults, provided such cure is
completed within ~oalIfine applicable to GRANTOR. In the event GRANTOR defanlts in the
payment and/or othe "-iJt;formance of any mortgage or other real property interest encumbering
the Property, GRA~TEE, may, at its sole option and without obligation, cure or correct
0 GRANTOR's default and upon doing so, GRANTEE shall be subrogated to any and aU rights,
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0 titles, liens and equities of the holders of such mortgage or other real property interest and
GRANTEE shall be entitled to deduct and setoff against all rents that may otherwise become due
under this Agreement the sums paid by GRANTEE to cure or correct such defaults.
29. RECORDING. GRANTOR agrees to execute a Memorandum of this Agreement
which GRANTEE may record with the appropriate recording officer. The date set forth in the
Memorandum of License is for recording purposes only and bears no reference to
commencement of either the Term or rent payments. If this Agreement is terminated p~ior to the
expiration of its Term, or an extended Term, GRANTEE shall record an appropriat~~;iti~~f:Jlment
to clear the memorandum from the title to the Land. Jf1tl' "~,
~lf~~" -
30. GRANTEE/GRANTOR ~EFAULT. . "",,'i"" '~~
a. In the event there IS a breach by GRANTEE wlth"'''M'ect to an~ie
provisions of this. Agreement or its. obligat~ons under it, inclu~~p,p th~..yment '1....,ent,
GRANTOR shall glYe GRANTEE wntten noltce of snch bre~ecelPt of snch wny
notice, GRANTEE shall have fifteen (15) days in which to cur any monetary breach and thi
(30) days in which to cure any non-monetary breach, ~ GRANTEE shall have \ill"
extended period as may be required beyond the thirty (3q) a, s if the~ature of the cure is such
that it :easonably require~ more than thirty (30) d~ys and @ ~~ ;~nces the cure within
the thirty (30) day penod and thereafter contmuously and ,jJhgtmtly pursues the cure to
completion. GRANTOR may not maintain any action or effect an emedies fo default against
0 GRANTEE noless and notil GRANTE:~ to cure the breac itbi, ~ e time periods
provided in this Paragraph. . t'~",,-'i"'~
~~-,.,:'.",
, -~ -..
. . b.. In the event .there ~s a Y~ch bY?~ i.l;O. with respe~t to any of the
pr~vlSl0ns .of thIS Agreement or Its obl.IgatlOns~~iir, G . 'WEE shall gIve GRANT?R
wntten notIce of such breach. After receIpt of suc~wt:I.tten not1\~e, GRANTOR shall have thIrty
(30) days in which to cure ,reach, pro1l"d GRANTOR shall have sneh extended
period as may ~e' require. eyo~d th thirty (30) d[~the nature of the cure is suc~ :hat it
reasonably reqUIres mo han thIrty V) days and G~TOR commences the cure wIthm the
thirty (30) day perio 'an hereaftere(!)utinJl' uslX ~(P~iligently pursues the cure to completion.
GRANTEE may not mainta ,an. . .action or effe~y remedies for default against GRANTOR
unless and until GRANTOR ha 1\iled to cure the breach within the time periods provided in this
paragrap~ding the feregoing to the contrary, it shall be a default under this
Agreeme,,'If G~~IS, wi .~e (10) days after receipt of written notice of snch
brea~ perform an obr'.tion rUJlired to be performed by GRANTOR if the failure to
perform '"S an obligation Jterferes with GRANTEE's ability to conduct its business on the
Property; p @~ed, however, ,hat if the nature of GRANTOR's obligation is such that more than
ten (10) days after such :;Ie is reasonably required for its performance, then it shall not be a
default under th~~ee, e. t if performance is commenced within such ten (10) day period and
thereafter diligently ~d to completion.
'"
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0 c. The adjudication of GRANTEE as bankrupt by a court of competent
jurisdiction, or the entry by such a court of an order approving a petition seeking reorganization
of GRANTEE under the federal bankruptcy laws or any other applicable law or statute of the
United States of American or any State thereof, or the appointment by such a court of a trustee or
receiver or receivers of GRANTEE or of all or any substantial part of its property upon the
application of any creditor in any insolvency or bankruptcy proceeding or other creditor's suit in
each case, the order or decree remains unstayed and in effect for ninety (90) days.
./:;:,
d. The filing by GRANTEE of a petition in voluntary ba~P1~~~!,?r the
making by it of a general assignment for the benefit of creditors or the consen}~~~fby it<l~ the
appointm~nt of a receiver or receivers ?~ all or any substanti~l part of th~ pr?p~w'~~RANTEE;
or the filmg by GRANTEE of a petition or answer seekmg reorganIzat~,~PJl'undet~e federal
bankruptcy laws or an~ other applicable law or .s~atute of the United Sta(~f Amerr~~r any
State thereof; or the filmg by GRANTEE of a petition to take advantage of anYilrtibtor' s act.
32. REMEDIES. Upon a default, the non-defaultin. at its option (but
without obligati~n to ~o so), perfo~ t~e defaulting Pm:r:s duty or,gation~.the ~efaulting
0 Party's behalf, mcludmg but uot hm[~ obtammg of reaso~'U1red msurance
policies. The costs and expens~s of any s ~'. p~if2....2-~ce by the non-d~' ting Party shall be
due and payable by the defaultmg Pa~ .' po ... nvo~e. In th~. event of a default by
either ~arty wit~ respect to .a material provisio,,- of thi~.gre ~ ent witho~t limiting the non-
defaultmg Party m the exerCIse of any ng~t or re"i~d~-1"l1ich .the @n-defaultmg Party may have
by reason of such default, the non-defaultmg P~4Way termma the Agreement and/or pursue
any. r~medy now or h~reaft,"l~ ~o the non"~faulting. Party under the Laws or judi~ial
decrslOns of the stllte i/:,Oh the PreJ:r;1.ses are 10ca~'!1tProVlded, however: the non-defaultmg
Party shall use reasona,.e efforts to litigate Its dam'Mes m connectIOn WIth a default by the
defaulting Party. Iftlt no~efaultin~~~~~~s any ofthe defaulting Party's obligations
hereunder, the full amount @. th .easonable antl""'actual cost and expense incurred by the non-
defaulting Party shall immedia.e' be owing by the defaulting Party to the non-defaulting Party,
and the defa~all pa 0 the non-defaulting Party upon demand the full undisputed
amount~f with inte :!\:hereo . .0'the date of payment at the greater of (i) ten percent
(I o~~um, or (ii) t ,highes 1illte permitted by applicable Laws. Notwithstanding the
foregom ..,'f GRANTOR is t.e defaulting Party and does not pay GRANTEE the full undisputed
amount wit'thirty (30) d'S of its receipt of.an invoice settin~ fort~ the amount d~e from
GRANTOR, c);~TEE ma,. offset the full undIsputed amount, mcludmg all accrued mterest,
due against all fees",due an<<wing to GRANTOR until the full undisputed amount, including all
accrue~ intere.st, iYreimbursed to GRANTEE.. The ex~rcise of on~ or more ~f such
remedIes by eIther party shall not be deemed an electIOn or Waiver of the nght to exerCIse any
other remedy.
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0 33. TERMINATION. In addition to GRANTOR's right to terminate this Agreement
as set forth herein, GRANTOR shall have, and reserves, the right without any penalty to
GRANTEE in its sole discretion to terminate this Agreement at any time if:
a. a licensed structural engineer determines that the Tower is structurally
unsound for use as a Tower for any reason, including, but not limited to, considerations related to
the age of the structure, damage to or destruction of all or part of the Tower or the Progtrty from
any source, or factors relating to the condition of the Property; provided, h~#~~~... that
GRANTOR shall provide GRANTEE at least one (1) year's prior written~::2~tice ~5l!'lcany
term~nat~on pursuant to this s~bsec~ion 33(a). Said one (1) ~ear. prior wri~~hi~~tice of any
ten~l1natIOn shall not be re~Ulred ~f, based upon the determmatIOn of4.lfcense~ructural
engmeer, the Tower poses an Immediate health and/or safety threat to p~ersoil~rope~;f or
b. In the event a structural engineer makes a ,dAination as set fo in
subsection 33(a) above, and further determines that corrections Gibe m"lle to correct any sue
failure without jeopardizing the health and/or safety of perso . or property, GRANTEE sha ' e
allowed to remedy any such failure so as to make the f0:wer saf~vided said remedial
measures are undertaken in a reasonably acceptable time an' me~ ..equirements of said
structural engineer to assure that the remedial measures wilInerrder the Tower safe upon
0 comPletio~... . ' .. ~ .
Upon tennmal10n of tins Agreement Purs~~OR's or GRAN~ nght to !emuna!e
this Agreement as provided herein. The ,art \ ob~ons onder this ~ement shall cease,
except GRANTEE's oblIgatIOns WIth respect to..ectIOnsp and".3 of thIS Agreement and to
make payment of any amounts to which GRAN~R jffntitled a such time. Termination shall
not relieve GRANTEE of any liability by way of mm ges to th Property to which GRANTOR
may be entitled upon G~t hereon",.
34. ENVIRQ' ENTAL. Y
a. ~~o I be responslMe for all obligations of compliance with any
and all environmental and me: strial hygiene laws, including any regulations, guidelines,
standards, 0 p 'fCI of any goernmental authorities regulating or imposing standards of
liability ct standards 0 onduct 'it egard to any environmental or industrial hygiene
conditi~ or concerns as m&cy now. at any time hereafter be in effect, that are or were in any
way ~~ activity now'nducted in, on, or in any way related to the Property, unless such
conditions o~ ~ ca.. sed by the specific activities of GRANTEE in the p~mises.
b.,: G~OR sMll hold ?RANTEE harmless and mdemmfy GRANTEE
from and assume all~~res, responsIbIlIty and lIabIlIty at GRANTOR's sole cost and expense, for
all duties, responsib1tfties, and liability (for payment of penalties, sanctions, forfeitures, losses,
costs, or damages) and for responding to any action, notice, claim, order, summons, citation,
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0 directive, litigation, investigation or proceeding which is in any way related to: a) failure to
comply with any environmental or industrial hygiene law, including without limitation any
regulations, guidelines, standards, or policies of any governmental authorities regulating or
imposing standards of liability or standards of conduct with regard to any environmental or
industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless
such non-compliance results from conditions caused by GRANTEE; and b) any environmental or
industrial hygiene conditions arising out of or in any way related to the condition of the Property
or activities conducted thereon, unless such environmental conditions are caused by G~NTEE.
/!i}\'.:::;;"\:>
Gf10~?><ztJJ~~~2;
c. Hazardous Materials. Without limiting the scope of sUb~i1~grap~~j(a)
above, GRANTEE will be solely responsible for and will defend, ind~!t1fii,~, and hold
1i\;'(JY '?6~:~~~
GRANTOR, its agents, and employees harmless from and against any and1~~lJ"claim1~costs, and
liabilities, including reasonable attorney's fees and costs, arising out of or f~~?nnecti~~th the
cleanup or restoration of the Property resulting from GRANTEE's us~ of ~dous Ma'];ials.
For pUIJlOses of this Agreement, "Hazardous Materials" shall me~sub;;1ance or may
defined or designated as hazardous or toxic waste, hazardou or toxic substance, pollutan.
contaminant, or other similar term, by any federal, stat or local environmental stat,., ,
~
regulation, order or ordinance presently in effect, inclwjinS:~tatiOn, asbestos and
petroleum products.. ".
d. GRANTEE's Warranty. GRANTEE repreen~ and warrants that its use
of the Property will not generate and GRANTEE will not store or ~~se of o~1ie Property, nor
0 transport to or over the Property, any Hazardous Materials in violatio 'of a " :icable law. The
obligation of this Paragraph 34(d) sh~fceXPiration or oth~ermination of this
Agreement. '. "."~,, .
.~
e. GRANTOR's Warranty. <a~ill~R repre€nts and warrants that it has
no knowledge of any Hazardous Materials on the P~FhY in violfrc,n of any applicable law.
35. CASUAL T~t of damag:\ Jaf or other casualty to the Premises that
cannot reasonably be ~ to be ')F'ed WI~f~five (45) days follOWing same or, If the
Property IS damaged '<Ii I " or other. ea ualu .so,,-lls~~uch damage may reasonably be expected to
disrupt GRANTEE's operaf(1) s a the Premi"SeWfor more than forty-five (45) days, then
GRANTEE may at any time 0' wing such fue or other casualty, provided GRANTOR has not
completed t. .eS r ~lID reqmreil ~t GRAN!"E ~ reSlUlle its operation at the Premises,
termmat .l! IS Agreemen on fifteen .~lt11 days pnor wntten notice to GRANTOR. Any such
notic '0 termination shal . ause thi~ .. greement to expire with the same force and effect as
thoug ~fl date set forth in l:Ich notice were the date originally set as the expiration date of this
Agreement and the Parties sl'all make an appropriate adjustment, as of such termination date,
with respect ~ents;l:o the other under this Agreement. Notwithstanding the foregoing,
the rent shall aba~~durin..ldie period of repair following such fire or other casualty in proportion
to the degree to wh~~NTEE'S use of the Premises is impaired.
,111
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o 36. CONDEMNATION. In the event of any condemnation of the Premises or
Property, or if such condemnation may reasonably be expected to disrupt GRANTEE's operations
at the Premises for more than forty-five (45) days, GRANTEE may, at GRANTEE's option, to be
exercised in writing within fifteen (15) days after GRANTOR shall have given GRANTEE
written notice of such taking (or in the absence of such notice, within fifteen (15) days after the
condemning authority shall have taken possession) terminate this Agreement as of the date the
condemning authority takes such possession. In the event of any taking under the power of
eminent domain, GRANTEE shall not be entitled to any portion of the reward paid for ct~e taking
and the GRANTOR shall receive full amount of such award. GRANTEE heregXLj€~p'ressly
4:'t,~~fY "<J"t~r,;::
waives any right or claim to any portion thereof. Although all damages, whetiv7awaia~~ as
compensation for diminution in the value of this Agreement or the fee of t$~~lllj,~perty, shall
belong to GRANTOR, GRANTEE shall have the right to claim ~~"ecov1'~t:om the
condemning authority, but not from GRANTOR (unless GRANTOR~~. the cdn~mning
authority), such compensation as may be separately awarded or rec~ab~\ GRANllDJE on ..
account of any and all damage to GRANTEE's business and any ~f'expenses incurr~aicb ...
GRANTEE in moving/removing its Improvements. Any such n~e of ~rmination shall cau .7
this Agreement to expire with the same force and effect ~ugh the date set forth in iii-eh ..
notice were the ~ate ori.ginally set as the expirat~on .date ~.Jtl1i~ Agree~€nt and the Parties shall
make an appropnate adjustment as of such termInatIon date 1l't~... '. re~~payments due to the
other under this Agreement. If GRANTEE does not terminate . .~Agreement in accordance
with the foregoing, this Agreement shall remain in full force and e ~ as to the portion of the
O. Premises remain~ng, except that the rent shal~redu. .c..e. d in the same.p~. oozrrll! as the rentab~e
area of the ~remIses t~en bears to the to:~~ ?fthe PremIs~z-., ..... t~he event that th~s
Agreement IS not termInated by reason orc,ondemn~ GRANTOR shall promptly repair
any damage to the Premises caused by such contr~". ...
\f!~",W
~"
37. NO REPRES:&~l.~N OR WARRANTY. GRANTEE is entering into this
Agreement an~ the use o~""'Lan? i~lbject to G~JDJE'S?Wll investigation and .acceptance
therefore "as IS." G . EE's ngh~granted purs\!'I;}1l~O thIS Agreement are subject to and
subordinate to alllin~.restricti~m an. e cuwBfunces relating to GRANTOR's interest in
the Land that may affect or llmit G NTOR's rigift'o grant those rights to GRANTEE.
. 38. ~FS:SION~GREEMENT/PARTIAL INVALIDITY/AUTHORITY. The
submiss~f tlrlsA~~t for'Ymtion does not constitute an offer to License the
Pre~~nd this Agreem_~,becom~ffective only upon the full execution of this Agreement
by tlIe P ,ies. This Agreement contains all agreements, promises and understandings between
GRANTO~7and GRAN~~EE !lith respect to the Property which is the subject matter hereof, and
no verbal or oli~greement's' promises, or understandings shall or will be binding upon either
GRANTOR or G~TE:cn any dispute, controversy, or proceeding at law, and any addition,
variation, or modific'lt~n to this Agreement shall be void and ineffective unless it is in writing
and signed by the p~es hereto. No course of dealing between the parties or any delay on the
part of a party to exercise any right it may have under this Agreement will operate as a waiver of
o
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o any of the rights provided hereunder or by law or equity, nor will any waiver of any prior default
operate as the waiver of any subsequent default, and no express waiver will affect any term or
condition other than the one specified in such waiver and the express waiver will apply only for
the time and manner specifically stated. If any provision herein is invalid, it shall be considered
deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement.
The provisions of this Agreement shall run with the Land and be binding upon and inure to the
benefit of the successors, and assigns of GRANTOR and GRANTEE. This Agreement may be
executed in multiple counterparts, each of which will be deemed an original, but all;..;~f which
together will constitute a single instrument. Each of the Parties hereto warrants to t~~JJ6t~~: that
the person or persons executing this Agreement on behalf of such Party has the~~1~rIght:1!.'Pk~lVer
and authority to enter into and execute this Agreement on such Party's behalf an,diJtl1at no co~~ent
4'~~,ttV ~~~'!f1-
from any other person or entity is necessary as a condition precedent to t4~legal'ef1yct of this
&!!"..j7 ~~
Agreement. ".'l'~
. 3~. APPLICABLE LAWS. DuringtheTerm,.GRANT~~the~Y",
m complIance With all applIcable laws, rules, regulatIons, 0 aIhances, chrectIves, covenant.
easements, z.oning and land nse regulations, and restrictionJ?tcord,/ermils, building ~ ., .
and the reqUirements of any applIcable fire msurance und~i .' ,Iter or rafmg bureau, now m effect
or. w~i~~ may hereafter come i~to effect (including, ~thou limi~'the Americans with
DIsabIlItIes Act and laws regulatmg hazardous substances) (coh~.vely "Laws"). GRANTEE
shall, in respect to the condition of the Premises and at GRANTFY~ .sole cjit and expense,
comply with (a) all Laws relating solely to G~NTEE'S specific and lim'.ue natUre of use ofthe
o Premises (other th~ general office u~e); ~I' ,"..al.............. ~d.m.............g... .c. o. des. re...q....u in.:r.,g modIfications to the
PremIses due to the Improvements bemg made~, GRAIQH!'EE m the Preml es.
"'. ~~ A&
40. SURVIV AL. The provisions of f\1f Ag(~~nt~g to indemnification from
one Party to the other Party shall survive any t~ffiation of'expiration of this Agreement.
Additionally, any provision~~greement J~fh require performance subsequent to the
termination or eXPirat~' onJfillis Agree.~e ent S.baI...1....al.. ....s.....o.."Y've S~h termination or eX~iration.
.41. CAPT.,J!j COO The ~ll!H'ea In t1us Agreement are Inserted for
co.n:em~nce only and a:e no~~€led ~o be part:'of the Agreement. They shall not affect or be
utIlIzed m the constructIOn or ~etatIOn of the Agreement.
~C ITNESS W\tIEREOF~rties bereto bave set their hands and affixed their
respect',e seals th~~y an] firs~)Ve written.
..... ".."
)f/
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0 GRANTOR: GRANTEE:
Andover Economic Development Authority Verizon Wireless (V A W) LLC
d/b/a Verizon Wireless
By:
Name:
Its: By:
Beth Ann Drohan
Its: Area Vice
By:
Name:
Its: Date:
Date:
Acknowledgments on
Remainder of page
0
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0 ACKNOWLEDGMENTS
GRANTOR ACKNOWLEDGMENT
STATE OF MINNESOTA )
) ss.
COUNTYOFANOKA )
This instrument was acknowledged before me on , 299_, by
h '" ,"",,'b d
and , t e ,tP > / , ;:::, an
:4x>t;:F ''0(k:s,:,
, respectively of the Andover Economic Development~J1~~ority a 'Body
corporate and politic, on behalf of the corporation. b1,1~'\~\)1~'
'0?-;;i'JJ' ~<"
~"
"'i(l'
A ''''
% '. .'",
Signature of Person TakifI~knowredgment
(Seal, if any) /~
Title or rank ~ ~
Serial Number, if any
GRANTEE ACKNOWLEDGMENT
0 STATEOFIILINOIS \ss. ~:
COUNTYOFANOKA ) 'J ,@~
\"\#7
. ?n this _ day ~ '. ' .2~ _, before me, the undersigned, a Notary
Public m and for the S~ 'm~;'~~uly corunus~~e2lFd sworn, personally ~ppeared Beth
Ann Drohan, to me kno .H to be the .mea VIce PresI(l~p}- Network ofVenzon WIreless (VAW)
~LC d/b/a V erizon )lir:~: that e .ecu ed t~~ fOIeg8ing ins~rumen~, and acknowledged said
Instrument to be the free d volulia ac arrd1@ted of Venzon WIreless (VA W) LLC d/b/a
Verizon Wireless, for the usesdtapurposes therein mentioned, and on oath stated that she is
aUthoriz~d ius eut.
~ WITNESS W~fOF, I ereunto set my hand and affixed my official seal the
day <ijJ; ear first above wri ,no
Print or Type Name:
Notary Public in and for the State of Illinois
My appointment expires:
0
MINe Bunker Hills light pole replacement
Land License Agreement
M&B 01/23/08
1088607v5
0 Exhibit "A"
(Legal Description of Property) Page 1 of2
LOT 3, BLOCK 1, Andover Station North, Anoka County, Minnesota
0
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MINe Bunker Hills light pole replacement
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(Sketch of Land Space within Property) Page 2 of2
ElaSTlIC
"lit 'MDE \I1IJ1Y
'" 0RAIlAGE OASEIIEIIT
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/MINC EB
BUNKER HILLS
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MINe Bunker Hills light pole replacement
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M&B 01/23/08
1088607v5
0 EXHIBIT B
0
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MINe Bunker Hills light pole replacement
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M&B 01/23/08
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0 EXHIBIT C
Quit Claim Bill of Sale
FOR VALUABLE CONSIDERATION, Verizon Wireless (VAW) LLC d/b/a Verizon
Wireless, Seller, sells and conveys to the Andover Economic Development
Authority a Minnesota body corporate and politic Buyer, the following
personal property located at 1823 139th Lane NW, City of Andover, County
,."0
of Anoka, State of Minnesota: Seller's antenna structure. A;;ji;~A
A~~~ti;~V "~~i,~,
SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE Cq~~TTIONAOF THE
PERSONAL PROPERTY OR ITS MERCHANTABILITY OR FITNESS FOR ~N~~RARTICULAR
R;;:~0:t/ '0~~:~
PURPOSE. BY ITS ACCEPTANCE OF THIS BILL OF SALE, BUYE~'~CKNOW~EDGES THAT
IT HAS FULLY INSPECTED THE PERSONAL PROPERTY AND BUYER~@CCEPTS~~ME SAME
"WHERE IS" AND IN ITS PRESENT USED AND "AS IS" CON~TIO~, '1!lJ.."
This Bill of Sale merely conveys to Buyer a~:~tle and int~rt,'
if any, of Seller in such personal property. \
Buyer hereby forever releases, relieves, d~S~?~rges~~ covenants not to
sue Seller for any and all, claims, liabilitie~a~s, costs and
exp~nses (inclu~ing attorneys' fees), act~ons, pr~edings, causes of
actlon of any klnd, known or unknown, clalmed or co~~eal~ based on any
otheory whatsoever, which Buyer has", ,,,er,,h~d,' or ev~~ms to have ever
had against Seller, which are in w~M~~elated to th~ personal
property. ' 'Z~
This Quit Claim Bill of Sal~ contain~~h~~\'ltir~~reement and
representatlons of the partles related~~6rthe p~ sonal property, may not
be altered except by a instrum~ signed by both parties, and
shall be construed e with the laws of the State in which the
\iI'\ y
personal property ~~yV
/:-i.->"/
U'
Dated: ~~tY
SELLER:
Wireless (VAW) LLC d/b/a
Wireless
.
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:
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MINe Bunker Hills light pole replacement
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M&B 01123/08
1088607v5
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EXHIBIT D
Drawings
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1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
TO: EDA President and Board
CC: Jim Dickinson, Executive Director
FROM: Will Neumeister, Director of Community Development~
SUBJECT: Approve Banner Design for Andover Station
DATE: March 17, 2009
INTRODUCTION
In February, the EDA authorized staff to move ahead with Mainstreet Designs to put together
a design of the banners for Andover Station. Staff has received a drawing showing four
different designs for the banners (see attached graphic).
0 DISCUSSION
Staff has also received input on the four designs from the representative for the area west of
TARGET (see attached email). We have not received any input from the other group
(Tanner's, Cinema, Courtyards).
As a reminder, there are 97 plum colored street lights in the area and 32 of them are on
privately owned and maintained streets (16 fixtures on Quinn, and 16 on the service road
between Quinn and the front of Target). Staff recommends that the banners be put up on
every other light fixture in the whole area.
ACTION REQUESTED
The EDA is requested to review and choose a design and color scheme for the banners.
Respectfully submitted, d
Will Neumeister we ~
Attachments: Banner drawing, Email comments on Banner Design
0
Wendy Aaserud [Wendy.Aaserud@northmarq.com]
Tuesday, March 10,200910:21 AM
Will Neumeister
RE: Banners for Andover Station
Hi Will
I would agree the far right banner looks best if we could change the train. The front of the train looks crooked. We feel
the train on the second from the left banner would look better.
Thanks
Wendy Aaserud 3500 American Blvd W - #200
Senior Property Manager - Retail Minneapolis, MN 55431
Real Estate Services
952 820 8772 I Phone
NCRTHM-tRQ 95284222261 Fax
wendv, aaserud~northmara .com
WW\N,
9528311001 (24 Hour Service Line)
Please consider the environment before printing this message.
Gram: Will Neumeister [mailto:WNeumeister@ci.andover.mn,us]
Sent: Wednesday, March 04, 20099:58 AM
To: ericadahlin@aol.com; Wendy Aaserud
Subject: FW: Banners for Andover Station
Erica and Wendy,
In an effort to get the area around your properties to be seen as a new commercial area, the City fathers have been
talking about helping with new banners.
Thus, the City staff has been busy on getting designs and quotes for banners to be put up on the light fixtures in the
Andover Station area. See attachment.
We will be deciding on March 17th (at the EDA meeting that night) which one we want to purchase. Which one would
you like to see put up in the area? The City staff favors the one on the far right.... In the dark forest green color.
Remember the light fixtures are a plum color.
We would pay for the banners with City EDA funds (no charge back to you) and put them up with City workers doing the
labor (no charge). We would be doing this on every other light on the streets in the area starting at Quinn Street and
going across to Jay Street, including the driveway between Festival Foods and the entrance to TARGET.
Would you agree that we can do this using our money?
Ot'iff Neumeister
Community (])evewpment CDirector
City of jlnaover
(763) 767-5140
1
gill Neumeister
From: Mike Mulrooney [mike@cmdcbusinessloans.com]
Sent: Friday, March 13, 2009 8:56 AM
To: Will Neumeister
Cc: James Dickinson
Subject: RE: Banner Art for Andover Station
Will,
Without question I like the design of #3 "green" but the color scheme of #4 (maroon and gold). The color scheme should
tie in with the colors of the light poles and buildings. The trim on most of the buildings in Andover Station ties in with this
color scheme. Even the signage on all of the office buildings is a maroon and gold color scheme. I had our staff look at it
as well and we all came to the same conclusion.
Thanks for including us in the process.
Mike
0
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C I T Y 0 F @
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1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
TO: EDA President and Board
CC: Jim Dickinson, Executive Director
FROM: Will Neumeister, Community Development Director wi--
SUBJECT: Purchase Agreement/Letter of Intent/Progress Review
DATE: March 17,2009
INTRODUCTION
This memo is an update of all economic development activities in the Andover Station area:
Mr. T's Dry Cleaners - Citing the current state of the economy, Laura Heppner has cancelled the purchase
agreement. We will begin to market the site to other potential buyers.
Spanish Language Preschool- Doris Griep has decided to work with her pastor from Meadowcreek School and
is no longer interested in Andover Station North in the short term. Longer term she has indicated she would like
to locate there. She needs to have a year long "track record" of being in business to get an SBA loan. The Pastor
will let her operate out of a church in Coon Rapids for a year. You will likely see her come back if the parcel she
0, is interested in is still available then.
Blue Fin Pool & Spa - They have finished construction and occupy the building.
Moose & Co. Grill House - The project is at a stand still, waiting for financing.
Office Development - In January new bright red colored "Need New Space?" sign faces were installed at the
bottom ofthe large monument signs. Other new "For Sale" signs were installed on the remaining vacant lots in
the fall. This has generated two calls: one was from an agent looking for a place to build a car wash and the
second was from a company in Blaine looking for a new industrial building site.
Monument Signs - Both Louis Rudnicki and Scott Brenner would both like to install panels on the large
monument sign and as the EDA indicated on February 17th. We will work on writing up a temporary use
agreement for this. The signs would stay there until sale of lots in Andover Station North dictate their removal.
Kwik Trip Convenience Store/Car Wash - Discussion item will be on the March 1 ih agenda. The EDA will need
to decide if they will assist in making the redevelopment happen.
Restaurant Site - We continue to pursue "Buffalo Wild Wings" to purchase one of the lots in Andover Station
North. They have shown some interest.
Banners - The EDA will review the design of the banners at the March 17th meeting.
Dynamic Sealing Technologies - They would like to obtain a time extension on their purchase option. We will
explain at the meeting. The original 18 month long option is set to expire on July 31 st.
0 ACTION REOUESTED
This is an informational update and no action is needed.
Respectfully submitted, Will Neumeister cui-
~pe dway Lewis, Kevin C.
S.... SUPERAMERICA Attorney
0 Law Organization
Speedway SuperAmerica LLC
Speedway Office
P.O. Box 1500
Springfield, Ohio 45501
Telephone 937-863-6268
Fax 937-863-6727
KCLewis@ssallc.com
March 17, 2009
VIA HAND-DELIVERY
EDA President and Board
c/o Mr. William Neumeister
1685 Crosstown Blvd. N.W.
Andover, MN 55304
RE: K wik Trip Proposal
Hearing Date: March 17, 2009
Dear Mr. Neumeister:
Please allow this correspondence to serve as notice of our formal objection to the proposal
requested by K wik Trip scheduled to be heard by the city on March 17.
0 As you know, we have an operating SuperAmerica at the northeast comer of Hanson Boulevard
and Bunker Lane. Both roads have hard medians that prevent vehicles from making left-hand turns into
our store. Such medians are purportedly installed due to issues of public safety.
However, as we appreciate the comments in your memo to the EDA Board (attached), you are
now recommending the cutting of an existing hard median on Jay Street as requested in the letter from
Mr. Sam Van Tassel (Kwik Trip Real Estate Manager) to you dated July 19,2007. It also is apparent that
the proposal would involve $325,000 in public funds to accomplish what amounts to the promotion of a
new business over our location that has served the community for almost 15 years.
We take specific exception to paragraph 6 of your memo. As we appreciate the reasoning set
forth, after at least acknowledging that the two existing gas stations are at a competitive disadvantage due
to their limited access, you indicate it is somehow in the best interests of the community that a third gas
station be built with superior access (provided to it at the taxpayer's expense). Yet this fails to address the
"public safety" concerns for which the Jay Street median was originally built.
In paragraph 4, you extol the virtues of "Private Redevelopment." Yet the proposal at issue will
have a negative financial impact on our store, and you acknowledge as such in your memo. The two
positions are irreconcilable, and we object to the city "redeveloping" one business by sacrificing another.
Thank you for your time and kind attention.
Sincerely,
0 &lJin~ \ ~
Kevin C. Lewis ~
'\
,
0 MEMORANDUM
To: City of Andover
From: Mark J. Ogren
President
Croix Oil Company
Date: March 17, 2009
Re: Kwik Trip Proposal
The purpose of this letter is to address the request of K wik Trip that the City of Andover bear the
costs for the reconstruction of the frontage road east of Jay Street and the cutting of a relatively
new median to facilitate better access to their proposed location. Croix Oil Company ("Croix")
is the owner and operator of the Mobil On-the-Run convenience store/gasoline station located on
the comer of Hanson Boulevard and Bunker Lake Road (the "Mobil Station"). Croix has owned
the Mobil Station for nearly ten years, since 1999. During that time frame, several roadway
changes have been made by both Anoka County and the City of Andover which have decreased
access to our property and hurt the business being operated thereon. Croix has actively pursued
0 preservation of access to the Mobil Station during the last ten years with mixed success. It is
important to note, that the actions of both the County and the City have contributed to our access
reductions. In the fall of 2002, representatives of Croix met with representatives of Anoka
County and the City of Andover to discuss our access concerns and potential roadway/access
changes which could alleviate such concerns. As the attached letter dated September 16, 2002,
indicates, one of the roads about which Croix wished to discuss, was Jay Street. During our
meeting, Croix specifically asked if the City would consider any changes to the median and/or
frontage road at Jay Street which would help facilitate better access to our site via the frontage
road. The City said that it would not be willing to consider any such changes and, in fact,
explicitly stated that it would not consider a cut of the median because the location and extent of
the median was ideal for public safety. It is staggering that now, the City staff is not just
considering a cut of the median, but is actually recommending it, and further recommending that
the City contribute of$326,132 toward such an endeavor. This fact is especially disturbing
considering that such recommendation is being made for the primary benefit of an entity that
would be a direct competitor of the Mobil Station.
In attempting to support its recommendation to benefit a private development interest, the City
staff report dated March 17, 2009, states that the frontage road is not "safe or convenient". Croix
has been involved in countless discusses with representatives of cities and counties regarding
roadway changes, this is the first time anyone has alleged that a full or nearly full access point to
a frontage road was safer than an existing right-in-right-out access point. Even with the shift of
the access point away from Bunker Lake Road, this contention is extremely questionable. With
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1749 South Greeley Street · P.O. Box 15 · Stillwater, Minnesota 55082 · Telephone: (651) 439-5755
0 Memorandum
March 17, 2009
Page 2 of 4
regard to the idea that such a change would provide more "convenient" access to the frontage
road, I would speculate that are a great number of locations in the City of Andover for which a
median cut would provide more convenient access to properties located on the other side of the
applicable median. When building a median, convenience is always sacrificed for public safety.
It should hardly be surprising that the elimination of a median (or cutting a median) would
. .
Increase convemence.
Probably the most factually faulty section of the Staff report states:
"Relative to this project negatively affecting the existing motor fuel stations in the area, it
could be argued that at least one of them already has a fairly recent track record of not
being able to make it, as it has been resold many times in the past five years. With their
limited access to Hanson Boulevard, it could be assumed that the stations on the comer of
Hanson and Bunker will be harder to get to and associated with that will be less business.
Preventing this site from developing in the manner that is proposed will be less of an
impact on them than the road changes that have already occurred. The City did assist in
preserving their access as part of the Hanson Boulevard Reconstruction Project and did
0 agree to assume 1/3 ofthe access costs."
I would like to address this Section line by line:
a. Assumedly, the phrase "it could be argued that at least one of [the stations]
already has a fairly recent track record of not being able to make it, as it has been
resold many times in the past five years" is referring to the Mobil Station. As
stated above, Croix has owned the Mobil Station for nearly ten years, so
obviously the foregoing statement is incorrect. While our tenant at that location
has changed during that time frame, tenant changes are not uncommon in our
industry. A more important consideration is the fact that the Mobil Station has
never been closed (aside from being closed in accordance with normal business
hours) during Croix's ownership of the facility.
b. I am uncertain of the point trying to be conveyed by the sentence "With their
limited access to Hanson Boulevard, it could be assumed that the stations on the
comer of Hanson and Bunker will be harder to get to and associated with that will
be less business", but it appears to be arguing that since the Mobil Station and the
SuperAmerica station have been damaged by the roadway changes to Hanson
Boulevard, the City should make it worse by contributing directly to the addition
of a competitor locating nearby. Such an argument is truly disturbing.
c. "Preventing this site from developing in the manner that is proposed will be less
0 of an impact on them than the road changes that have already occurred." First, a
1749 South Greeley Street · P.O. Box 15 · Stillwater, Minnesota 55082 · Telephone: (651) 439-5755
,
0 Memorandum
March 17, 2009
Page 3 of 4
refusal by the City to pay for the realignment of the frontage road and the
allowance of a median cut does not amount to "preventing this site from
developing in the manner that is proposed". Croix is not arguing that Kwik Trip
should be prevented from locating a gasoline station/convenience store in the
area. Quite the contrary, if Kwik Trip's proposal meets applicable zoning codes,
they should be allowed to develop as they wish. Croix is arguing that the City of
Andover should not contribute hundreds of thousands of dollars and a median cut
toward changes that would give Kwik Trip a competitive advantage over existing
businesses of Andover. Second, the statement that the proposed development will
have "less on an impact on them than the road changes that have already
occurred" is ridiculous and, assumedly, not based upon any research whatsoever.
The primary reason K wik Trip is requesting the median cut and frontage road
realignment is to enable it to capture east bound traffic on Bunker Lake Road,
traffic which now goes to the Mobil Station. Since that is one of the only
directions from which the Mobil Station gets its customers, such traffic represents
a substantial portion of the Mobil Station's business.
d. While the City did assist Croix when access was reduced to Hanson Boulevard,
0 such assistance amounted to $10,577.82 and was for the benefit of the Mobil
Station and the adjacent property. As such, the benefit provided to Croix to help
mitigate the damage to Croix's access was $5,288.91, compared to the $326,132
being recommended to improve the access for the benefit of K wik Trip. This
reality seems inequitable and unjust.
Reason number 7 of the Staff report states "[o]ther vacant parcels in the area (to the east on the
Kottke land) have not sold because of the limited access that they have to Bunker." As with the
previous section, if the City wishes to rely on this conclusory statement as a basis to support a
particular private development project, it should have some study or research conducted to verify
the veracity of the claim.
Reason number 8 of the Staff report touts the added benefits of $8,500.00 per year to the tax
base. Using the City staff s own numbers, this means that the City will break even, without any
adjustment for the time value of money, in just over 38 years. Hardly a compelling "benefit" to
the citizens of Andover.
Make no mistake, Croix Oil Company is concerned about the development of a major competitor
in close proximity to our Mobil Station. Certainly, our position on the proposed development is
biased. However, we respectfully ask you to take a step-back and look at the facts outlined
herein. Consider the precedents being set. For example, granting a median cut in a relatively
new median is a departure from the typical behavior of most metropolitan cities. Especially
0
1749 South Greeley Street · P.O. Box 15 · Stillwater, Minnesota 55082 · Telephone: (651) 439-5755
,
0 Memorandum
March 17, 2009
Page 4 of 4
when the City of Andover previously refused to consider such a median cut in the exact same
median. In addition, the costs that the City is being asked to bear for a project of questionable
benefit to the citizens of Andover are significant, $326,132. Finally, many of the City Staffs
reasons for its recommendation lack factual basis and seem to be based on nothing more than
personal opinion. The proposal under consideration is neither prudent nor equitable. For these
reasons, Croix Oil Company respectfully requests that you deny the proposal under
consideration. Thank you for your consideration in this matter.
0
0
1749 South Greeley Street · P.O. Box 15 · Stillwater, Minnesota 55082 · Telephone: (651) 439-5755
.
0
September 16, 2002
Mr. Doug Fischer Mr. Scott Erickson
Anoka County Engineer City Engineer for the City of Andover
1440 Bunker Lake Blvd. 1685 Crosstown Blvd. NW
Andover, MN 55304 ~'illdover, MN 55304
Re: Access problems related to
Gasoline station located at
13650 Hanson Blvd: N.W.
Andover, MN 55304
Dear Gentlemen:
Croix Oil Company owns the Spur-branded gasoline station/convenience,store located at 13650
Hanson Blvd. N. W., Andover, MN 55304. Over the past few years, various changes have been
made to the roadways adjacent to and in the vicinity of our property. Those roadway changes
' have had a significant detrimental impact to the access to station, particularly for traffic
approaching from the east and the south.
0 As I am sure you are aware, convenient access is crucial to the success of a gas station. As such,
Croix Oil Company and its tenant are concerned about the state of access to the property. I have
enclosed a map of the area diagramming the access routes for motorists approaching from the
easterly and southerly directions. As you can see, the access options are very circuitous and
confusing. In addition, since the access routes are not readily apparent, most motorists would
simply pass by the station in h~pes of finding an alternative station with obvious access points.
Given these considerations, Croix Oil Company would like to sit down with representatives of
the County oiAnoka and the City of Andover, in hopes of developing a solution which would
improve access to our property. We believe any solution would require input from the County
,because the site is bounded by two county roads (Hanson Blvd. and Bunker Lake Blvd.) and the
City, because the side streets of Jay Street, Grouse Street and Commercial Blvd. are currently
utilized for access. I will 'follow-up with each of you in the next couple of weeks to schedule a
meeting.
Sincerely,
CROIX OIL C9Jv1P ANY
c6if~.
. (.........;::; t...-o.
Paul W. Muilenberg
0 Manager of Corporate Mfairs
'----,
Cc: Gerry Charrnoli, Tenant
1749 South Greeley Stre~t . PO. Box 15 . Stillwater, Minnesota 55082 ·
Telephone: (651) 439-5755