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HomeMy WebLinkAboutResolution 13-EDA-279 MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION 13-EDA-279 MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO PURCHASE AGREEMENT WHEREAS, Goff Holdings, LLC, a Minnesota limited liability company ("Seller") is an owner of real estate located at 2400 County Road H2, Mounds View, Ramsey County, Minnesota, and which is legally described in the Agreement as hereinafter define(the"Property"); and WHEREAS, the Mounds View Economic Development Authority, a public body corporate and politic(the`EDA")desires to purchase the Property from the Seller; and WHEREAS, the EDA has followed applicable statutory provisions and the EDA finds that the purchase of the Property will fulfill the objectives,goals and mission of the EDA; and WHEREAS, the EDA and the Seller have entered into a purchase agreement (the "Agreement") providing for the terms of the conveyance of the Property from Seller to the EDA, with such Agreement being as set forth in Exhibit A of the EDA's Resolution 13-EDA-277 adopted on May 13, 2013, authorizing approval of the Agreement, with the Agreement and Resolution 13- EDA-277 being incorporated into and made a part of this Resolution as if fully set forth herein; and WHEREAS, the EDA and the Seller have indicated a willingness to amend the terms of the Agreement pursuant to a First Amendment to the Agreement (the "First Amendment"), which is attached hereto as Exhibit A and incorporated herein by reference, with such First Amendment amending the date for closing on the sale of the Property pursuant to the Agreement; and WHEREAS, the EDA has reviewed the First Amendment and finds that the execution thereof by the EDA and performance of the EDA's obligations thereunder are in the best interest of the EDA,the City and its residents. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY,AS FOLLOWS: 1. The recitals set forth in this Resolution are incorporated into and made a part of this Resolution. 2. The EDA approves the First Amendment in substantially the form presented to the Commission on this date, subject to modifications that do not materially alter the EDA's rights and 1 427894v1 SJR MU2I0-208 obligations under the First Amendment and the Agreement and that are approved by the Authority's President and Executive Director, which approvals shall be conclusively evidenced by execution of the First Amendment. 3. The President and Executive Director of the EDA are hereby authorized and directed to execute all appropriate documents, including but not limited to the First Amendment, to effectuate the transaction contemplated by this Resolution. 4. The President and Executive Director of the EDA, staff and consultants are hereby authorized and directed to take any and all additional steps and actions necessary or convenient in order to accomplish the intent of this Resolution. Approved by the Board of Commissioners of the Mounds View Economic Development Authority this 11th day of July, 2013. /oe- ,1*011* ' esident ATTEST: Executive Director 2 427894v1 SJR MU210-208 EXHIBIT A FIRST AMENDMENT TO PURCHASE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the "First Amendment"), is made and entered into this 11th day of July, 2013, by and between Goff Holdings, LLC, a Minnesota limited liability company (the "Seller"), and the Mounds View Economic Development Authority,a public body corporate and politic under the state of Minnesota(the"Buyer"). WITNES SETH: WHEREAS, the parties did execute and enter into that certain document entitled "Purchase Agreement" dated as of May 13, 2013 (the "Agreement") which provides for the sale and transfer of certain real estate located at 2400 County Road H2, Mounds View, Ramsey County, Minnesota, and legally described as: The North 363 feet of the West 330 feet of the Northeast 1/4 of the Southwest 1/4 of Section 8, Township 30, Range 23, Ramsey County, Minnesota (the "Property"). and WHEREAS, subsequent to the execution and delivery of the Agreement, the parties have determined that it is necessary and desirable to make certain modifications to the Agreement in order to effectuate the transfer contemplated therein. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained and pursuant to Paragraph No. 23 of the Agreement,the Agreement is hereby amended in the following respects consistent with the Agreement. 1. Incorporation of Recitals and Exhibits. The Recitals set forth in the preamble to this First Amendment are incorporated into this First Amendment as if fully set forth herein. 2. Paragraph No. 8 is hereby amended to read as follows: 8. CLOSING DATE. The closing of the sale of the Property shall take place on or before July 31, 2013. The closing shall take place at Buyer's location or as mutually agreed upon by the parties. 3. Effect on the Agreement. Any other terms, agreements, requirements or conditions contain in or required by the Agreement shall remain in effect and any such other terms, agreements, requirements or conditions of the Agreement that are required to be modified to be consistent with this First Amendment shall be appropriately modified and revised to be in accordance with the terms of this First Amendment, with any such required modification or revision constituting a necessary condition of the approval of this First Amendment. Except as A-1 427894v1 SJR MU210-208 specifically provided in this First Amendment, the Agreement remains unaltered and in full force and effect. NOTICE: THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYERS AND SELLERS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. IN WITNESS WHEREOF, the parties have executed this First Amendment to Purchase Agreement as of the date written above. SELLER Goff Holdings, LLC By: Its: Chief Manager BUYER Mounds View Economic Development Authority By: Its: Executive Director By: Its: President A-2 427894v1 SJR M0210-208