HomeMy WebLinkAbout04-22-1996 EDA_;;=-
�
�..,,. _� _ _ _ �
_ n z_ __ ----- .. . --- - -- -- • _�-
1�%i�tJI��S �IIE� �CO1���/1IC ]7E�E�,O.PMENT AUTIII012I'�'�Y
.l���ZIL, ��, 1996 _
TIIi/iE, �I�/�1�� ���'T�L,�" F'OI.I�,O�II�1G COL71��'TL, l�liF��"�1��`r
: l�/I�'E`TII\1Cr 1�10. 21
1. CALL TO ORDER
2
3
�
ROLL CALL -
APPROVAL OF AGENDA
EDA ACTION: ATD
Coirunents:
APPROVAL OF MINUTES•
February 12, 1996
EDA ACTION: A
Comments:
President Linlce
Vice President Blanchard
Secretary Trude
Commissioner Quicic
Commissioner Hanlcner
�: _
..
-
=_
- z - � - ..: _ _ -�:_
i� - �.
EDA
PAGE TWO
APRIL 22, 1996
5. CONSENT AGENDA
No items on consent agenda.
6. PUBLIC HEARING
No public hearing scheduled for this meeting.
7. EDA BUSINESS
A. Consideration of Resolution No. 96-EDA-45 Approving and Authorizing a 90-day
Option Agreement with Tony and Delores Jambor for the Bel-Rae Land and Building
Staff Report No. EDA-96-49C
EDA ACTION: ATD
Comments:
8. REPORTS:
Report of EDA Board Members:
1. Report of President Linlce:
2. Report of Vice President Blanchard:
3. Report of Secretary Trude:
4. Report of Commissioners:
a. Commissioner Quicic:
.c � _ . � < s....:. . �_ _ .� = _ _ � -- _ 4 � _ " _ � _- � --
EDA
PAGE THREE
APRIL 22, 1996
b. Commissioner Hanlcner:
5. Report of Executive Director:
6. Report of Treasurer:
���- --
,
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
� � �, : � �:� 4 �. � :�'�
; � .�l �"�,� �- � � � � �
PROCEEDINGS OF THE MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY
Meeting No. 20
February 12, 1996
Mounds View City Hall
2401 Hwy. 10, Mounds View MN 55112
CALL TO ORDER
The Economic Development Authority was called to order by President Linke on
February 12, 1996 at 7:55 p.m.
ROLL CALL
MEMBERS PRESENT: President, Jerry Linke; Vice President Phyllis Blanchard,
Secretary, Julie Trude; Commissioner Gary Quick, Commissioner Sue Hanl<ner, Paul
Harrington, and Economic Development Coordinator, Cathy Bennett.
OTHERS PRESENT: None
APPROVAL OF AGENDA:
MOTION/SECOND: Hankner/Trude to Approve EDA Agenda as Presented.
VOTE: 5 ayes 0 nays
APPROVAL OF MINUTES:
Motion Carried
MOTION/SECOND: TrudeBlanchard to approve the minutes of the EDA Meeting of
February 5, 1996.
VOTE: 5 ayes 0 nays Motion Carried
CONSENT AGENDA:
There were no items placed on the Consent Agenda for this meeting.
� � �`1� �;, � �_ _ I � 6� Cl �� � ��
�`'\ yt' S ib�
�. ���� F� � t!r i ,! ` R Pl li �. �i �.{ �:
-1 � �`�1 �i "�� E� fi l� � �.,:'� 'r� e.�._, L ��,
EDA Meeting #20
Febivary 12, 1996
Page 2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
PUBLIC HEARiNGS:
There were no Public Hearings scheduled for this meeting.
EDA BUSINESS:
A. Consideration of Resolution No. 96-EDA43 Providing for the Purchase and Use of the
Bel-Rae Ballroom as a Community Center.
President Linke read Resolution No. 96-EDA43. He explained that Mr. Tony Lambert
contacted him in December of 1995, inquiring as to whether the city would be interested
in purchasing his property located at 5394 Edgewood Drive (Bel-Rae Ballroom). In
January he again contacted Mayor Linke with a proposed selling price of $750,000.
Ms. Blanchard stated she feels this is a one time opportunity that the City cannot afford to
pass up if the feasibility studies indicate that it is reasonable for the city to purchase it.
MOTION/SECOND: Blanchard/Trude to approve Resolution No. 96-EDA43, Providing
for the Purchase and Use of the Bel-Rae Ballroom as a Community Center.
MOTION/SECOND: Hankner/Quick to AMEND the Motion to have the Resolution
changed to read as follows:
BE IT FURTHER RESOLVED THAT, ...
1) ... revenue projections, an inspection report; an appraisal and review of business
finances and a legal opinion on the use of excess tax increment financing ...
2) Begin talks with School District 621 regarding a possible Joint Powers Agreement
concerning school district use of space and joint programs in the BelRae Ballroom;
and
3) Begin talks with other social service deliverers such as Northwest Youth & Family
Services and the Ramsey County Department of Public Health for the purpose
of discussing potential contract arrangements to provide local residents with
services through satellite offices at the Be1Rae Ballroom; and
4) ... July 1, 1996 for use as a community based service facility.
�_ : :
��
�
I
EDA Meeting #20
February 12, 1996
Page 3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
1 ;4 ', ll r�� �f ��..':' � t' i� �' r {�.I �
�� ,,�,.� ������.I� � � y� ���� ,���%r h� ��
Ms. Hankner explained that what she hopes to accomplish with these changes is to make
sure that people understand that the City wants to try to enter some type of
intergovernmental cooperative effort.
A discussion foilowed in regard to Ms. Hankner's change to (2) (Joint Powers
Agreement). Ms. Hankner explained that the change does not force the city into entering
into a Joint Powers Agreement, it merely tells the public and the school district that this is
a goal that the city would like to achieve.
Ms. Trude stated she has not reached a point where she feels she can truly decide if this is
her goal. After she has obtained more information, it may very well be her goal. She
does envision that if the city purchased the building, the school district would have space
in the facility.
Mayor Linke stated he would prefer to leave (2) of the Resolution as it stands. At this
time the city has not had an opportunity to sit down and actually discuss what the school
district's wants and needs are.
Mr. Quick stated he feels that the project is not feasible unless we have the cooperation of
the school district. He feels it is time to begin talking with them.
Ms. Blanchard explained that the Resolution merely authorizes staff to begin feasibility
studies.
Ms. Hankner stated she would be willing to changed (2) to read "Begin talks with the
School District 621 regarding a potential legal arrangements concerning school district use
of space and joint programs in the Be1Rae Ballroom; and". She would also be willing to
leave (4) as it currently reads ". .. for use as a Community Center".
Vote on Resolution No. 96-EDA43, AS AMENDED:
VOTE: 5 ayes 0 nays Motion Carried
B. Consideration of Resolution No. 96-EDA44, Supporting the Pursuit of a Hotel/
Conference Center in Mounds View.
Mayor Linke explained that Mr. Charlie Hall, owner of the Mermaid Supper Club is
pursuing a Hotel/Conference Center addition to his facility. The addition would consist
of between 100-135 rooms. Mr. Hall has received the feasibility studies back which have
- ,.e. � - � . _.... . t=.
_ _ _ , _ _ _
- - - � --.�. --.� � -�---- _---------- _. � � �
EDA Meeting #20
February 12, 1996
Page 4
1
2
3
4
5
6
7
S
9
10
Il
12
13
14
IS
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
�� �� � � h� li _. �� � � {I_. !� �( ��4�� '� �� ;1
,t "I �`,I� _-.i, j�-'" �� I�_.,`i l�. .�1 ��'J t�_- �-�
• '.i ,� .. �..i l. U
been very positive and thus has proceeded by beginning to obtain proposals from
developers. Mayor Linke read Resolution No. 96-EDA44.
MOTION/SECOND: Linke/Quick to Approve Resolution No. 96-EDA44, Supporting
the Pursuit of a Hotel/Conference Center in Mounds View.
VOTE: 5 ayes 0 nays Motion Carried
Ms. Trude thanked Ms. Bennett for her hard work on the pursuit of this project and stated
she feels it is exciting to see the benefits of having an Economic Development Coordinator
on staff.
REPORTS
Report of President Linke: No Report.
Report of Vice President Blanchard: No Report.
Report of Secretary Trude: No Report.
Report of Commissioners:
Commissioner Quick: No Report.
Commissioner Hankner: No Report.
Report of Executive Director: No Report.
President Linke adjourned the meeting at 8:25 p.m.
Respectfully submitted,
Tamara D. Saefl<e
Recording Secretary
E_ --.-�-, � _ _. : _ --
. . �..�:x-� - � =y--- - --- � •- --
�: �-- '� _.� ` -�.
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
REQUEST FOR EDA CONSIDERATION
C'j'_A�'F' RFP�j?T
April 22, 1996
EDA MEETING DATE
EDA Action:
❑ Special Order oE Business Agenda Section: �.A
❑ Pubiic Hearings Report Number:ED — —
❑ Consent A�enda Report Date:
� EDA Business
rr�n� D�s�r����o«: Consideration of Resolution No. 96-EDA45 Approving and Authorizing a
p��r�hacP c�nrinn with Tanv and Dolores lambor for the Bel-Rae Ballroom Land and
E.eecutive Director's Review/Recommendation: BUIICI117g.
- No comments to supplement tliis report
- Coniiuents altacliccl
Explaiiation/Summary �auach supplemeut shcets �s necessary)
S UNf1�tARX:
Attached is a draft purchase option in the amount of $10,000 for the exclusive right to
purchase the Bel-Rae Ballroom Land and Building from Tony and Dolores ]ambor. The
option expires on ]uly 31, 1996. the City can exercise the option with closure on the
property at the end of the term for an amount of $740,0000 or no action can be taken
and the Seller retains the option amount of $10,000 and the prapertye
The key points of the option are as follows:
♦
�
�
♦
♦
A[lows the EDA to enter into an exclusive option to purchase the property on or
before ]uly 31, 1996.
Allows for the option to be null and void if contaminates are found on the property
(it is likely that we would exclude asbestos since all parties are aware that there
might be asbestos tile flooring).
Agreement would include all inventory in the buildinge
Requires the seller to prov►de three year operating statements and other building
documents for the property and alfows the EDA access to books, records and
agreements concerning the property.
♦ Allows for the EDA to have access to the property for inspections and other
preliminary investigative work.
♦ Allows for the EDA to close on the property upon exerc►sing the option or a later
date within 30 days if the Seller agrees.
I �%`. �..� ! �) .�.�" �.
C2thy Be�inett, Economic Development Coordinator\
RECONIME�DATION: EDA Executive Director
Approve/Deny Resolutioi� No. 96-EDA45 Approving and Authorizing an Option Agreement with Tony
and Dolores Jambor for the Bel-Rae Ballroom Land and Building.
�'�_ '� I _: -�,� — c � .-- - - — — --_ -- - - .-. a� __.__ s ,f . __..
Page Two
4/22/96
EDA Staff Report
In discussion with Chuck, the main purpose of the option is to allow staff to present several
scenarios for use and financing of the property. The City is currently in consultation with
the Volleyba(I Association and have discussed several structures to an agreement with both
Bob Thistle (Springstead) and Jim O'Meara (Briggs 8t Morgan). In addition, we have met
with Nicic Temali, Director of Community Education with 621 School District, with
regards to their possible participation in the project. We feel the option agreement,
expiring on July 31, 1996, will allow us time to put together several options for EDA
Board consideration to malce a sound, equitable decision on the City's future participation
in the redevelopment of the site.
If you have any questions with regard to the option agreement prior to Monday evening
please contact me. Bob Long will also be in attendance Monday evening for the adult use
ordinance if other questions arise.
t_ . _.T . r _ . _. G : , ' . . . . , ,- . .� _� ; ��- =-. : .. _�., .�.__r --�-�_� . � _ � � .. _
. _ . . r. . . .� �.. ._
��_ . . � -_._. _._ .. . -- _ _'`-- -'- - '- . �"'_' _ - - --- - - -- --
RESOLUTION NO. 96-EDA45
CITY OF NIOUNDS VIEW
COUNTY OF RAIVISEY
STATE OF MINNESOTA
RESOLUTION APPROVING AIYD AUTHORIZING A 90-DAY OPTION AGRE�MENT
WITH TONY AND DOLOR�S JAMBOR FOR THE BEL-RAE LAND AND BUILDING
WHEREAS, Mounds View Economic Development Authority (EDA) and City
Staff have been exploring options for the use and financing of the Bel-Rae Ballroom per the
direction of Resolution No. 96-EDA43 passed by the EDA Board (Board) on February 12, 1996;
and
WHEREAS, opportunities for partnerships with a private sports venture, Mounds
View School District and social service providers are bein� reviewed; and
WHEREAS, to ensure that the Bel-Rae property will not be sold for at least 90-days
it has been recommended that the EDA enter into an Option A;reement with Tony and Dolores
Jambor, current owners of the Bel-Rae land and building; and
WHEREAS, the structure and financing arrangements for the redevelopment of
the Bel-Rae property is scheduled to be completed prior to the July 31, 1996 e:cpiration of the
Option Agreement with Tony and Dolores Jambor; and
WHEREAS, the agreement includes option money in the amount of $10,000
which will be held in a trust account until the option is either eYercised or eYpired.
It is hereby resolved by the Board of Commissioners (the Board) of the Mounds
View Economic Development Authority (the Authority) as follows:
1. RECITALS:
(a) the Authority has the powers provided in Minnesota Statutes, Sections 469.124
to 469.124 and �69.090 to 469.108 (collectively the Act).
(b) Pursuant to and in furtherance of the objectives of the Act, the Authority has
undertaken a probram to promote development and redevelopment of certain land
within the City of Mounds View and in this connection is engaged in canrying out the
Mounds View Economic Development Project (the Project) within the City.
(c) There has been approved pursuant to the Act a Project Plan for the Project.
(d) Tl�e redevelopment and development of property are stated objectives of the
Project Plan.
� � �, _ _
_. : .
�:—_� �-, � � . . _ �_ ,- _. a-- __�___
'. " r_a.� _' _'_ '__.. � 4_"_,�_z =_vaR..— ._� � Y.; __
(e) The Authority desires to enter into a purchase option with Tony and Dolores
Jambor for land and building located at 5394 Edgewood Drive in the amount of $10,000.
2. The Board hereby determines that the Authority's execution of the Option would be in
furtherance of the Project Plan and hereby approves and authorizes said actions, including the
execution of the Option Agreement by the officers of the Authority in their discretion and at such
time, if any, as tl�.ey may deem appropriate.
3. The Board hereby determines that the execution of the Option Agreement will help realize
the public purposes of the Act and is in furtherance of the Project Plan.
ATTEST:
(SEAL)
Adopted this 22nd day of April, 1996.
President
E;cecutive Director
APR 19 '96 14�11 KENNEDY & �RAVEN
OPTSON AGREEMENT
P.Z
4�i��s6
TIiZ S OPTION AGREEMENT, made and en�ered x�� �a �° h. �� ��� o�
2,1� �,996 b!�r anci be�ween TONY JAhi��R /0 �i��+.� .�1��,������� ;�2�����"����
���`r�k,v, ;�-i;��;'..s�5���.:�,� � ierJ@�l-l.-�'i'i9 � Q d1'1C� l��lv� ��,����.},�fi�,��,'s?L�'�t.,�a::S� 5 i..�.: �-Frp�������n�
WYTNES5E`I''�Y:
In consideration of the option raoney here�nafte� regerred ta,
Sellez hereby grants to Bu�er an exclusive optian to puxchase the
rea3. propert�r hereinafter described subject to the terras and
candi�ions set forth in th3s Optiori �i ��em�n�, Bu�er shall
exeraise said aption on or befor� %�T�t-�;� ����`P; ,���� k�y giving notice
to Sell�r oi Buye�'s intent to pux��c7i�.�e sa'z'd"' �roperty and by
purchasing sai.d prnperty on the terms h�rezna�tez set farth
(subject to delay of Closing at the request of Seller as
heteinafter set £orth) . Tf Buyer sha1.I �ai1. to timely exercise
said option wi.thin said time pEri4d, the option granted herein
shall expa.ze �i �.�.ca�,�i�. x���.ic� to �3u.�r��° ��� ��J.l.�r �sk�a? � ���� a � �� i.el
1. Descrlptian of Land Soid. Seller, in consideration o�
the covenant� and agreements of Buyex� hereinafter contai.aed, hereby
seils and ag�ees to convey unto the $uyer, thEir snCCesso.rs and
assigns, by warranty deed, accompanied by an abstract of ti-�Ye or
an Oc�ner's Du�liCate Certiiicate of Ti�le and �egistered proPerty
abstract and Se11er's aEfidavit, upon the prompt and fu11
perfarmance by the Buye= af their part of this Agresment, certain
=eal property and alZ of th� improvemen�ts, equipment and fixtures
thereon known as the BeY Rae Ballroom Property at Hi.gh�ay 10
in the City o� MQUZ�ds View, Rams�� County, 5ta�e of Min�zesota and
legally des�ribed on. Exhibit A attached he�ceto (collect3vel.y
here3naftEr referred to as the "Property"). The "Property" sha1.].
inciude all personal property located upon and used in connection
�rith operation of the Bel Rae Ball.room, and any and all. business
conducted therefrom, inclnda.ng, without Zimitation, a11. tab].es,
chairs, public address equipment, kitchen equipment, suppiies, and
inventory, bar equ.zpment, supplies, and i.nventory, and within ;�:�,;
days o� �xecutS.on of �his Agreement, Se11ex sha.�]. �r�vzd� �o Buyer
an �a��r�az�.��°�,� i�emi�ing a11 �uch �e:��c�sa��, ����ae��� ,, a;���r��iz��
. �:
��:��.�ri�r, > ,��:i�.�� >`.:��ia>��:.....:ka��r� :<:; �� : ��.c€k��.;...�:r'c�;`..��� �. .��,� <. r.i�����,� .,.��;�`c�
Z1D6i102947
2lU12S-36
APR 19 '96 14�12 KENNEDY & GRAVEN
P,3
2. Pu=chase Przce. Buyer, in consideration ai the covenaats
and a�reements o� Seller, hereby agrees �o pay to Selier as and for
� the pu�chas� priCe af the Property Seven Hundred Fifty Thousand and
no/300 Dol3ars ($750,000.00}, in the manner and at the t�,mes
Po1�,owing, to wit:
$��;��;�;(j`k���l;��;�� Upan execution of this purchase aqreement as
op�ion money, r�ceipt of which is hereby
.
ackn.owledged, whic:n shall be d��o���c�� and
,,. :;, :: . ,}<�: .�;,.<� ;;€;r ��aJ{ :;:�:::, :�::: •�;,; ; :�rs
held �.n /� :�i��:;:<:>:• �:�:�, :.;��:�. ,;,��:�:;.::;.5�:�:s:;;:;�` � �'k�`�:�,�:k:=�<�;,�
.�:iY;;%O . �:;�t.'��� �:4�� (..l't. ..�'��n �:�:t. .r:t�J�4;5�:<: :
.....=�:Y���:7•:'::;....... .�....J........�....i...»....�.....h..�.�)......�Y......�........».�.i5.$....�...�1..�.��)�....��uY/i.�.. . ..�. ..�lYf
��y,�{+C��%� /
$7;�0,000.00 Cash on the Closing Date {as hereinafter
defined)/� .
3. Deed. �t is agreed that the Deed execu�ed and delivered
by Se].ler to Buy�r at �he Closing Date shail be subject anly �o the
foilowing exc�ptions:
(a) Building zon�.ng and platting laws, ordinanceS and
s�ate and federal regulations;
(b) Rese�rvation of an�y minerais or mineral. rights to the
St�te oE Minnesota; -
(c) Utility and =oad easemen�s oi record that da no�
interfere mat�riaily with the use or devslopment o£ the
Propertg by Buyer or that are disclosed. on eithEr the
Comm�.tment o� the 5urvey;
(d} The lien of current taxes not yet due and payabl�;
; and
� (e) Any 1ien, claim or encumbrance incurred or suffered
by Buyere
Said Deed shaX��. be accompan3ed by all required we11 disclosure.
4. Seller's Dacumen�s. I� Seller has not previous7.y
delivered the follo.wing records and docuinents to B�.yer, Seller
shall prov3de ar deliver or mak� availab].e the failowr2.ng to Buyer
o� its agents within ten (10) days falloraing the execut3an of this
Agreement by both Buyer and Sellers
(a) capies of annual operating statements for �he
Pzog�r�y for the year-to date and for the most re���a���
completed prior year and annual aperating statemengs for .`�;�;�;�;€�,
years and prior to the current year (to the Extent avail�>��,)�����
Such statements sha].1 inClude, in addition to current i��om�
and expense i�ems, itemization of all capital expenditures
made during the� respective peziod, tez�an� payment records
bMW102947
1ttT125-36 2
F-_.
�i _�.
�
APR 19 '96 14-13 KENNEDY & GRAVEN
P.4
inclv.d3ng saxes figur�s af tenants reporting sales of their
overage palrmez�ts, parking income and delinquent accounts,
schedule oi �ree-ren.t given on exista.ng IeaseS, and detai.led
informat�.on regarding base yeaz am.o�.nts for pass-throughs �n
a tenant-by-tenant baszs. The Seller shall also make
available to the Buyer copies of all invoices with respect to
aI..Z expenses fe� the five years prior ta the curzent yeax (to
the exten� appli.cable/available), includ�.ng copa.es o� all
depos�t slips For rental pa�ments and aopies oi al1 rent
ahecks made payable to the Sel].er.
��`:'<:<.� �>:.. �.��r .5:. ..�.
.._:. �1f JJ;!��.
`�y y� :<::< /} ,} '�l�.y A.�y �.{� y.y
j{.��� ��y�+31�1� j��-(r=�j?j(;�:<.�,)
�..� �/ :i:W;���Ri,�`:�Y',l�f��-e�� f M.L.��...��Z+�`����^�� ���5 ��� �,-�>"T� �` �f��i`::������y��,{`�'������h'y�
: : �:.Il: `: ":. "' i....1 �.:� � � � v> '4 � ... ... ...:.b. ;�•ifv� ...
.. : . :
' � : � � , : .: �� �- .: �. .. ..: ii.!
:
!.rl..; n� .i,/,..i '.
w2 : !�:.::.ivi.: .. . ..: . ..::.<.::.:: ..::: :�.�v. , .. .../.:: nv<.�:: J: :! . .:..v� �..<.s.. �
���;;;���<�, ��rwe s, �ax T�iI1�s, as buzl't", mechanzcal�, eY'ectrical`,�
are�`i:�'ectu�al ax�d s�ruCtural p1�ns and specifications,
applicable Flood plain map, Ieases, insurance po].icies of
i Sel.ler a�nd tenants at the Property, warranties, a 13.s� of
' personal property, notes, de�ds of txust or other mortgage
documents pertaining to the mortgages aff�cting title ta the
Property, a copy of any no�.i�� of any sta�tute or Code
violation pertaining to th� Prop����r,,�eceived by the Seller or
its agents in the previous �:;��i�;;�;� ye�r� ( to the ex�ent
applicable/a�rai,labl.e} and an� "�`ocixiaents pertaining to the
�esoi�xt�.on thereaf, evidence pE satisfaction of all
� gov�rnmental requirements with respect to the use, operatinn,
' or t�ansfer of the Property, 3ncluding, without limitat3an,
� bui.lding permits, c�rt�.ficates o�' occupancy, work Qrders,
construction contractsr and a17. othex cont�acts..or other
documents of material. importance to the Property.
• (c,) Access to the baok5, records and agreemeats
; eon�erning the Property and pro�r�.de Buyer and it5 agents or
consultants to inspect each and every part of the Property to
; detex�mine its present condit3on. and allow Buyer and 9.ts aqents
or consultants to contact tenants of the Px'operty.
(d) All zecen.t .reports of engineering inspections of the
structural aspects and tnechanical systems of the impz�ovement�
�.ocated on the Prope�ty to the ext�nt such reports are ira
Seller's possession.
i e) �I�S` `'�.'��t��' �.�a��> „�"ta��°> .��`� ,��.�� i� a preliminazy title
r�port on "�lie � P�o�e�ty � fgoari� a t�,'�.�e ' ix�surance company oi
Buyer's choice together witi� copie5 of all documents relating
to the tit].e exceptions referred to therein all as more full�y
set �oz'th in pa�ag�aph 7.
5. Taxes and� Special Assessments. Seller 5ha11 pay a].3 �ceal
estate taxes, inter�st and penalties, if any, on the P�operty for
ali years prior ta Closing, includ3ng a].1 delinquent taxes,
penalties, and interest, an.d ali special assessmen�s re].atinq to
the Property ].evied or pendir�g as o� C1os.ing. Buyer agrees to pay
�axes due and payable 3n the year fo�.,�oWing the year of Closing and
a21 taxes due and payable �.hereafter. Buyer agrEe� to assume a�.�.
obiigation fo� assessments reiated to or arising from the
LIlf1029L1
nuizs-ss 3
APR 19 '96 14�14 KENNEDY & GRAVEN
P.5
development contemplated hereunder pla�ed on the Property on or
after the date of this Agreement. Seller and Buyer shaYl prorate
taxes due and payable in the year of Closing as of the Closing
Date_ �
6. Preliminar� Deve�opment and AcceSS to the PropertY.
Buyez sh��l have the ��ght, prior to the Cloging Date, to enzer
up4n the Property tor the purpose of taking SoiZ tests, borings,
making surveys and maps and periozming other preliminary
investigative work, provided, howev��, that Buyer shall indemnify
and hold harmless Seller fro� a�y mechanic's li�ns or claims
arising out of such preliminary developm�nt work by Buyez. Prior
to the C�os�ng Date, Buyez shalZ not construct or cause the
construction of any improvem��ts on the Property.
; �:<
:;,:;:: .
;.<.:: � �<;;�.:� :>.:.: <,<::<::<
�y ,;::
.;.;,,.
;.'�:: ;:1;. ;
>:.5;:;;= •°>' .
;,,{ <,<:>
7 `��< ::i°"`t
"'�;::<� .
:� :
. �> .,�<;�:'>;,,.,
���. ..�:�;��;`�`';�. � ::��
:�����,:;''��;`�������:�»::�:�.. .�.:: �.
. .N•:� .���.. ...<:. v�.. u.�'�'!�.... •if:....�'.. :'{'S:'^�
rr3�C:: `:i'i�<'Yn� . .....i:�i��....t..�......i .................�..i...4.a.v....��.�.�.�i...�.�i.............................�.....��!"/.+�.i.i....
.i' . .... , r:%.�,.. �. ,....2...4.o:a`;: �..., .. .
8. This paragraph has been intentiona}.1y amitted.
9 Examination of Title Sel�.er shaJ.l. /� �;�5>��::�:�"���»,���;�°;����.
:i:�:�„ • , • y,.,� ,.. , , -�•t .�
�';s�� ���-� ���`'��� iurnish Bu er a commitment for an. or,�ner s�poY�cy� of �'�:���:'e
;;.f<;�:<�.�;:;�::,.,.r":: Y
�i.nsurance on the Property, which shall include p�op�r sea�ches
cavering bankruptcies, state and federal judgments and liens.
�uye� shal.i be a�.Ioc,red thirty ( 30 ) days af ter r��eipt thereof and
reCeipt oE �he Suxvey Po� examination oE said titlE and the maki�g
of any obj�ctions thereto, said objectzons to be made in writing or
deemed ta be wai,v�d. The Seller sha11 use its best eEfort� tv make
such title mark�table within six ( 6) rrton�.�hs from its receipt o�
Buyer�wz�.tten objection. Pending correction of ti�l.e, the payments
� hereunder required shall be postpoaed, but upon carrectlon of tit1�
and within ten (10) days after �rrStten notice, Buyer sha1Z perform
as provided in this Agreement. If said title is not marke�ab�.e and
� is not made so within szx (6) months from the date a� written
�. abjections thereto �s above pzov,idedP Buyer may either:
( i} terminate this tj�;�;:�`:A;� Agreement by giving w�i�ten
� notice by registered mai�'tb �eller, �in which event this
;t�;�,�;�i;� Agreement sha].]. become null and void and neith�r party
s%alI"�be �.iable �or damages hereundEr to the other pa=ty,and
the �ption money shall �.mmediately be returned to Buyer; or
(iij elect to accept title in its unmazketable condition
' by gtving written not3.c� by registered mai]. to Seller, in
which e�rent the warranty deed to be delivezed at Closing Da.te
sha1.Z except such objections.
At closing, Seller sha.l.� pay all premiums for an owner's po3icy of
title insurance in the amount of tha purchase price and shalZ
deliv�ez an abst�ac�C o� title to the Property if the Property is not
entire].y registered.
� l0. 'SurveY. A�'� =�,a��� t�a�;,��'u�e;;;,3��`�'�1�.��;�: Seiler sha11
de].iver to Buyer an Ai.'I'1� survey' of�`���he �roperty prepared by a
registered land surveyorp certified to Buyer and the t.ztle company
�ozea�
re�axW�e �}
APR 19 '96 14�14 KENNEDY & GRAVEN
P.6
and in Forne satistactory to Buyer showiag a11 improvements and
baundaries (the "5urvey").
11. Default_ Z� Seller defaul.ts in its obligations hereunder
in any manner, Buyer may, by n.otice upon Sel�er, (�. ) texm.�nate this
Purchase Agreement, in which event alI op�ion money paid hereunder
shall immediately be deliverad to Buyer, and Se11er sha11. reimburse
Buyer for all costs and expenses incurred by Buyer in connection
with this transact.�on �up to and includzng the date o£ default, or
( ii ) provirled tha� any action is brough� Wi.tha.n six ( 6) months of
de�ault nnder the terms of this Ag,reement, avail. itself of an�r
other remedy fo� said default which it may have at la�c+a, in eq�.ity
or b�r s�a�ute, including, bnt not limited to, an acti.oa io� damages
and/or specific p�rformance. Tf Buyer sha11 defaul.t in the
performance of any of �.ts obligations hereunder, then Se�.ler shall
be �nti�k�.ed to �e�mi�a�e �his Agreement immediately and retain al�
option moneye Tn suCh event, Buyer.shall provide Se11er with i�s
quit claim deed. Nothing herein sha�.l relieve Buy�r of any
obltgation to indemnify or hold Seller harm.Iess as stated her�in.
12. Representations and Wazzan:�i.es by Sel].er. Se�ler
represents and warrants to Buyer that:
( C3 �'.�3$s ?�3.1� �;�;� �3 > '��7:3:�f.3Ca,�� ��'` :ii��i�i�i:!'E..''�:;jZf�oi''o:�:'�i%�L�1kLkf,�:i.Gl:QG;�i;f;:i�;�:1;G3:
: ......:.: .:
) .� :.- > a� < < . .0 � � :<::>:::.:4;:.t . : :^i, sS'.C3�,. .. ... • �a < a c.a•.:.,<:.<;
. . .� ' . .� . .
>.
�.ue� ... u: . .: v. �:::',,:.. ,.:�' .
�:a�,�'�����f ��;� ;�t��r��� �:�iere '�s no acta.nn�, 1':3:'t 'gat�"on,
�.r:,:::.,,�. .
investi'ga�`ic�}+ ��ycar'zc�"�inriation or proce�ding of any kind pend3n.g
againgt Seller or �.he ProQerty which could advezsel.y affect
the Property, any portion thereo� or title th�reto- Sel�.e=
shall give Buyer prompt written not3ce if an.� such action,
litigation, condemnation or proceeding is threatened or
commenced prior to the Closing Date.
: .. �
b To �he best af Seller `s kno�rledge, �;��;;�;i���;�;�`���i�
-�,s':,��;�;
��,'������)���`��'�i� `5��,�;e� ��'`�h� Bu����: the Prope�ty�:�.$s'`,not�"'been
,,,<,....,.,. ,., , .:.., �. ,<, ,�,�
used �or t�e geai�ra�ion; transportation, storage, treatment.,
or disposal of any �azardous watste, hazardous substance,
poliutant, or contam.a.nant, lncluding petroleuam, as defined
under fedezal, state or local law.
{c) To the best of 5�liers know].edge thers are nat we].�.s
on the Praperty, there are not underground storage tanks
located on the Property, and theze are no s�ptic systems
Iocated on the Property.
{d) There are no o�erating or service co.ntracts or
managemen� agzeements affecting the Prvperty which Wi].1 not
expi=e at or prior to the Closing Date or are not terminable
on thirty days or less notice except as specxf�.call�r set farth
on Exhibit B attached hezeto.
{�} A11 doCUmen�.s provided to Buyer by Sel.�er hereunder,
i.ncluding, without limitation, th� documents referred to in
Pa�agraph �r hereof/� , shall be tzue and correct to the best of
Seiler's knowledge.
raerioa9a�
a�uizs-�s
AFP. 19 ' 96 14 � 15 KENNEDY & GRAVEPd
P.7
{ f) Sell.er has fu11 powEr anc�. authox�ity to enter 3nto
and perform this Agxeement in accordance with its tQrms;
(g) 5eller has, as o� Closing, good, �.nsurable and
marketa.ble title in fee simple to a13 of the Propezty/� .
5e7.1er hereby agree� that each of the foregoing
representations and warranties shali survive closing hereunder and
�hat �he material breach of any thEreof shall constitute a default,
�ahether said breach oCCUrs przox �o or aFter Closing, entitling
Buyer to exez�c�.se �ny remedy provided to Buyez a.n thzs �g��ement in
ti,���=, �a�3•c�a'�-i, cxi� ,�`� r�c� �:��1,-� b�7 i�1 �,�x<< . ��`�'St����'�,< �:>,�i�+� -;:���, J`,�:�+�c ,„��� <�:�'�.�
13 . Fees . T�n. an.y ac�.ion bzought ca�i�.h respec� to a breac�i o� ..
any of the provisions of this Agzeement, the prevailing party sh�.11
be entitl�d to =ecover its reasonabl� at-�orneys' fees.
14. Closfnq Date. Th� Closing Date a� this transaction sha1�.
take place on the date which Buyer exezcises it op�.ion hereund�r as
provided herein, ar such later date within thirty (3a) days
ther�after a� Se11er may designate. At c1,os3ng, S�ller and Buyer
shall. de�.i�ve� to one another the instruments speci�.ied herein.
Subject to the provisions of Paragraph 6 hereof, possession of the
Property shall be delivered �.o Buyer on the Clo9ing Date.
1S. S�ller's Oblicrations at Closing. Seller sha1l de].iver
at Clos3ng in form reasonably acceptable to Buyer Counsel (unless
otherwise provided):
� (a) A Warranty Deed duly ex�cutEd and acknowr].edged,
which conveys the Prope�ty to Buye�, accompanied by a standard
Sel].�r' s Af f 3davit and a we11 cezti.f icate or statement that no
wells ara located on th� Property;
� (b) A BiI.I or Sale duly exeCU�.ed and an inventory
(attached thereto) conveying to Buyer on an "as-�is'° basis the
personal property and fixtures owned by 5�ller presently used
in the operation of the Prop�rty, together with a current UCC
seatch re�ort from the records of �Che rilinnesota Secretary of
State showing no ].iens or encumbrances on such personal
property or fixtures;
r,r�noz9a�
DWI25-36
0
APR 19 '96 14�16 KENNEDY & GRAVEN
P.8
(c) The mos� recen� tax bill for the Prop�rty from the
local tax assessor;
; jd) /� An Assignment o£ a11 assignable ex�sting
warranties of the Prope�ty, the contracts and agreements
described in Exhibi� B attach�d h�reto, gove�nmenta� licenses
' and permi�s pertaining to the �ropezty, and �rade name of the
� PrQpertX, duly executed;
� {�) /� A� a�f�davi� �zom 5el�e= stat�ng: (i) �'.��`�
�l'nited" States tax��yer identification numbes far fed"e"ia�'
. income tax purposes; and ( ii ):�:#��;�?;�;-:��� no� a"€oreign pe.�san"
within th� meaning of section""1'S"; `��e� seq. , oi the Intarnal
Revenue CodE of 1986, as amendedh .
16. Buyez ObliQations at Closing. �t Closing, BuyEr �ha11
, pay the purchase price, ].ess option money which sha1� be d�Iive=ed
to tMe SeT.1.er.
I7. Can�.inued Ot�eration of the Froperty. During the pendenCy
of this Agzeement a�nd as a condition of Closing, Seller shs].1 (3.)
main�ain the Property in good repa:lr, (ii) not make, terminate or
ma�er�.al�.y change, amend, modify materially the /� operating
; agreements relating �o the Proper�y or other rights, obligat�.ons or
agraements relating to use, ownership oz aperati.on of the Property
�rhe�� such chang�s, amendmen.ts o� modifications would increa�� ����
, �- ° _ �.��e�a��s ��.he.reuz�d���.._.�?���..,� ^„�; :.,, ..�
��� a,�:.,� � �s ���,.� �. ����, � ��a�� � �.�?�_i � .itv c�r �° ��
y,�..< <..
,
- coga��ai� �_� �-
, discretion,
�hanges to
' maintenance
sha�l no�. b
.,: .,. .. ..
�c�,s�� a,r =r �� �.�� 55 �'��i�,` Cla��.�� �ri:thou�. ...�cl�e p�x.c� � ea�� � •er�
3���:� B�I�.�cki �ori:�En� Buyer may withhold is� �'�i� sole
and ( ii.i ) not make any substantial a�.te�����xas ox
the PropertX other than ozdinary and �ec��sary
reQairs without Buyer prior wri�ten a��p��av�I ���i�.�h
d,� �� t y �� r < o, ,�
� ��x�agonably withheld o� �e1a�r�d e _ ' �a;���s�,�,�L, �.��>,>'��;�
� Z8. Cas�xalty or Condemnation. I�, before Iegal title or the
possession^of the Prope.�ty has been trans�erred to Buyer, any
� portion of the Proper�y is damaged without �anit of thE Buyer, or
is taken by eminent domain by any governmental entity, thEn Buyez
sha11 havq the option to either (i) terminste this Ag�eement, and
� all documen�Cs and monies delivered shall be returned to the party
� whi,ch had delivered any such documents or monies, or {ii) proceed
wi�h the purchase of the Propert�r, in which case, Seller shall.
assign to Buyer any amonnts due Erom any governmental entity as a
resu�L o� the taking, and the amount of any deducz3ble under
Sel].er`s insuranCe policy sha11 be a credit to the P�rchase Price
and reduce �h,e cash due at CI.oSing. Seller sha17. not be reqnirad
to �reda,t the Purchase Price in �uch event by any amount in exeess
of the deductible. The risk of lass dur�ng the pendency of this
Agreement rests �s�r�th Seller, and Se].ler covenants to k�ep and
rasrioz9a�
D4UI�S-36 7
APR 19 '96 14�17 KENNEDY & GRA�IEN
P.9
: maintain during the pendency o� thi� Agreement casual�y znsurance
in an amoun� not less than the Purchase Price or �he fu1�
��placement value of the Property, whichEVer is lessa
1�-, �rorations. 5e11er shall �e en��tled to all rents ��
�,,. ,
�i�t,��,,����;a� �: �?or the pe��.od of time prio� to Closi,ng Delinquent
reri�� ��;; ��<<<xi�� ���� due Seller as of Clo�ing, i� and when collected
by B�x���Y°'i >,:��k��Y���,�b�e�� paid to Se3.lez. Sell.er v�:!--? 1- �aaY Buyer in Cash
an amount ee�ua�. to the gecurity and othe� �z���� c�,epo�its, f1 and
advance deposits, all as wili be /� �¢���,�.,s,��,�`�a�°, �,c��,��;�;��s;>>-J�:�� at
Clo�ing. Final. teadings and fa.nal %ii��'��`i��� �"�� �.�:il�ities� wi��' be
made if pos�ible a� of the Closing Da��< 5�11�r �hall pay all
. ou�standirtg amounts dne as of guch time. Seller shall also be
! entitled to any applicable refunds of security deposits with any
' • ntility companies. If final readings and bi113ngs cannot be
� obtained as oi Cl.osing, the fina�. bills when receivad shall be
prorated based upon the numbe� of days Seller owned the P*_'operty in
such final bi�ling period. S�I?er shall pay all charges for
� �deiiver3es made and services rendered and all other operating costs
� oi the Property up to th� Closing Data. Any items on orde= but
. und�livered as o� the Closing Date will be reviewed and accepted or
� cance].led a� desired by Buyer. Zf an�r adjustment or proratfon
� hereunder shai7, be found �o be inco�zec� w�.tha.n sixty ( 60 ) days
after the Closing nafie, Buyer and Se].ler agree to ta,znel� effect the
correction o� readjustment thereoi.
. 2Q. Notices. A].1 w�itten notices and demands of any ki�d,
which either party mag be required or ma� de�ire tQ serve upon the
other party in connection with this Agx�eement, rnay be served ( as an
alternative to personal service) by �eg�.ste�ed or certiiied mail a�
�y nationaZ overnight couri�r. Any 5uch notice or demand so 5erved
. by registered or Cert3fied mail shall be deposi.ted in the United
• States Mail with postage thereon fully prepa=d and addressed �o the
party to be serv�d at the address set forth at th� beginning oP
thia agreement, or such oth�r address as the other party may
provide in writing. Ser�rice of any guch notice or demand so made
by mai3. shaiJ, be d�emed complete on the day of mailing, and serv�.ce
made by nationa7. overnight caurier sha�.l be deemed compl�te when
delivered by such couzier.
21. M��scellaneous. The terms, covenan.t5, indemnities and
cond�,tions of th�.s Purchase Agreement shall be binding upon and
inure to the benefit of the successors and assigns oi the
respeciive part.�es hex�eto, and shall 5urvive the Closing Date.
Time is of the essence of this AgreemenL. Each party shall bear
their respective I.eqal fees.
' 2Z, Acceptance af Offer. This off�r shail expixe and be
' deemed revoked unless it is accepted by Se.�let within ten ( l0 ) days
of delivery to Se11er by Selle�c del3,vering a fu].ly executed
agreement to Buyer.
LNW102967
1QJ1Z5-36 8
�
i
.�
APR 19 '96 14�18 KENNEDY & GRAVEN
P.10
TN WITNES� WHEREOF, the parties I�ave herennto 5et their ha�nds
the day and year �ir5� above written. �
5EL�,�R : ���v�r a
A �::c��F��a�, < i�.���t > . �!���:����
�•<u:a . 4. ,e
��':���a��.���{��� �������.R,��
TqNY JAMBQR Da�.e
D OR� AMHOR Date
aa�vxoaea�r
lm125-36
0
By
Jerr L3nke Date
Its ,.,.;,.,, ..,.,.:.
���:�:;d:��
F:S?�:t:k?C>(L::� ::Ff><ifC :L:1.�i
B� _ "
� .T..,
�'c�'� ��a �� ����,���" Date
/ .:! y
� t, �� 1� i f-i* �.�'��ii�-�1,� t�.c�.�P�'i��°.�r�
.c.c . -,1::: . <f i .. . .J.:,Y.J�x:s
APR 19 '96 14:18 KENNEDY & �RAVEN
EXHZBIT �
LEGAL DESCRIPTION
P.11
r�asoz9a�
7c71Z3-36
A-1