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HomeMy WebLinkAboutEDA Resolution 14-EDA-286 MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION 14-EDA-286 MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION AUTHORIZING PURCHASE OF PROPERTY WHEREAS, Shelly D. Parker, a single person ("Seller"), is an owner of real estate located at 2665 Ardan Avenue, Mounds View, Ramsey County, Minnesota, and which is legally described in the Agreement as hereinafter defined (the "Property"); and WHEREAS, the Mounds View Economic Development Authority, a public body corporate and politic (the "EDA") desires to purchase of the Property from the Seller using Community Development Block Grant (CDBG) funds as part of the Home Investment Partnership (HOME) through the Ramsey County Housing and Redevelopment Authority; 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 has caused to be prepared an offer and 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 and incorporated into and made a part of this Resolution. 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 purchase of the Property by the EDA is hereby approved pursuant to the terms of the Agreement, which is also approved in substantially the form presented to the Commission on this date, subject to modifications that do not materially alter the EDA's rights and obligations under the Agreement and that are approved by the Authority's President and Executive Director, which approvals shall be conclusively evidenced by execution of the Agreement. 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 Agreement, to effectuate the transaction contemplated by this Resolution. Resolution 14-EDA-286 Page 2 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 13th day of October, 2014. . e Flaherty President ATTEST: James Ericson Executive Director /1) Apf PURCHASE AGREEMENT Mounds View,Minnesota ,2014 IN CONSIDERATION OF THE MUTUAL COVENANTS, DUTIES AND OBLIGATIONS CONTAINED HEREIN. the MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY, a public body politic and corporate under the laws of the State of Minnesota,whose business address is 2401 County Road 10, Mounds View,MN 55112, ("Buyer") and Shelly D. Parker, a single person ("Seller"), agrees to the following Purchase Agreement("Agreement"). THE CONDITIONS AND TERMS OF THIS PURCHASE AGREEMENT INCLUDE THE FOLLOWING: 1. SUBJECT PROPERTY: The Seller is the owner of certain real estate (the "Property") located in Ramsey County, Minnesota,which is legally described on the attached Exhibit A. 2. OFFER/ACCEPTANCE: In consideration of the mutual agreements herein contained, Buyer offers and agrees to purchase and Seller agrees to sell and convey the Property, pursuant to the terms of this Agreement. 3. ACCEPTANCE DEADLINE: This Agreement shall be null and void unless it has been executed by both Seller and Buyer by October 30,2014. 4. PURCHASE PRICE AND TERMS: A. PURCHASE PRICE. The purchase price(the"Purchase Price")for the Property shall be Fifty Thousand Dollars ($50,000.00)payable as follows: Fifty Thousand Dollars ($50,000.00)at Closing by certified check or other immediately available funds. B. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing, Seller agrees to execute and shall deliver to Buyer: 1. Warranty Deed conveying title to the Property to the Buyer free and clear of all liens and encumbrances except the following items (allowable encumbrances): a) Building and zoning laws, ordinances, state and federal statutes or other governmental regulations; b) Easements and restrictions of record which do not interfere with 449809v2 NICE MU205-45 1 Buyer's intended use of the Property; c) Reservation of my minerals or mineral rights in the State of Minnesota, if my. 2. Standard form affidavit of Sel l er showing no bankruptcies, judgments or mechanics'liens effecting the Property. 3. Certificate Seller is not aforeign national. 4. Updated Title Commitment. 5. Well disclosure certificate, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to subparagraph a above must include the foll owi ng statement: "The Seller certifies that the sel l er does not know of any wells on the described reel property." 6. Any other documents reasonably required by the Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that Seller has complied with the terms of this Agreement. 7. Certificate of Real Estate Value(CRV). C. DOCUMENTS TO BE DELIVERED BY BUYER AT CLOSING. At Closing, Buyer shall deliver the following to Seller: 1. Any documents as may be reasonably required by Buyer's title examiner or title insurance company. 5. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to execute and deliver at the time of dosing a warranty deed conveying marketable title to said Property,subject only to the following exceptions: A. Building and zoning Taws, ordinances,state and federal regulations; B. Reservation of any mineral rights by the Stated M i nnesotay C. Utility and drainage easements which do not interfere wi th eci stn ng improvements. 6. POSSESSION: Seller agrees to deliver possession not later than the date of dosing. 7. COSTS AND PRORATI ONS: Seller and Buyer agree to the following proration and al I oci ons of costs regarding this Agreement: A. Deed Tax. Seller shall pay all state deed tax regarding a Warranty Deed aid my other documents necessary to place record title in the condition warranted and to be delivered by Sel l er under this Agreement. 449809v2 NKE M U205-45 2 B_ Taxes and Assessments. The real estate taxes due and payable in 2014 are homestead classification. The Seller and Buyer agree to prorate as of the date of actual closing all real estate taxes due and payable in 2014, the year of closing. Buyer shall pay the real estate taxes due and payable in the year 2015 and thereafter. The Seller makes no warranties as to the real estate homestead tax classification status of property in 2015. Seller shall pay all special assessments due and payable and levied as of the date of closing. Buyer shall pay all special assessments levied on said Property after the date of closing. Seller makes no representation or warranty whatsoever concerning the amount of real estate taxes or assessments which shall be assessed or levied against the Property subsequent to the date of this Agreement. C. Recording Costs. Seller shall pay the costs of recording all documents necessary to place record title in the condition warranted,and the Buyer shall pay the cost of recording all other documents. D. Closing Costs. Seller shall pay the cost of the title commitment fee, mortgage satisfaction and 1/2 closing fee,if any. 8. SUBDIVISION OF LAND/LEGAL DESCRIPTION TO PROPERTY: If this sale constitutes or requires a subdivision of land owned by Seller, Seller shall pay all subdivision expenses and obtain all necessary governmental approvals. Seller warrants that the legal description of the real property to be conveyed has been or will be approved for recording as of the date of closing. Both parties understand that all real estate taxes due and payable in the year of closing will need to be paid at closing in order for a parcel or subdivision or lot split to be recorded. 9. TITLE EXAMINATION/CURING TITLE DEFECTS: As soon as reasonably possible after execution of this Agreement by both parties, A. Seller shall surrender any abstract of title and a copy of any owner's title insurance policy for the property, if in Seller's possession or control, to Buyer or to Buyer's designated title service provider; and B. Buyer shall obtain the title evidence determined necessary or desirable by Buyer. The Buyer shall have 20 days from the date it receives such title evidence to raise any objections to title it may have. Objections not made within such time will be deemed waived. The Seller shall have 90 days from the date of such objection to affect a cure; provided, however, that Seller shall have no obligation to cure any objections, and may inform Buyer of such. The Buyer may then elect to close notwithstanding the uncured objections or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder. 10. DEFAULT: If the title to the Premises be found marketable or be so made within said time, and Buyer shall default in any of the covenants contained in this Agreement and 449809v2 NKE MU205-45 3 continue into default for a period of ten (10) days, then and in that case, Seller may terminate this Agreement and on such termination all the payments made under this Agreement shall be retained by Seller as liquidated damages, time being of the essence hereof. This provision shall not deprive either party of the right of enforcing the specific performance of this Agreement provided this Agreement shall not be terminated as aforesaid, and provided action to enforce such specific performance shall be commenced within six months after such right of action shall arise. 11. CONTINGENCIES: This Agreement is subject to the following contingencies: A. Inspection of Property. This Agreement is contingent upon an inspection and approval of the Property by the Buyer at the Buyer's expense. Such inspection must be conducted within fourteen(14)days of the signing and acceptance of this Agreement by all parties. Seller hereby grants to Buyer,its agents and designated representatives the right to enter upon the Property at reasonable times and from time to time after the date of this Agreement for the purposes of inspecting the Property. B. Environmental Inspection. This Agreement is contingent upon Buyer approving the environmental condition of the Property not later than thirty (30) days of the signing and acceptance of the Agreement by all parties,pursuant to paragraph 14 of this Agreement. C. General Inspection. This Agreement is contingent upon Buyer's inspection of the Property disclosing, in the Buyer's sole discretion, no unsatisfactory conditions, not later than thirty (30) days of the signing and acceptance of the Agreement by all parties. Buyer and Buyer's agents shall have a reasonable right of access to the Property at reasonable times prior to closing, solely for the purpose of inspecting the Property. D. Approval of Board. This Agreement is contingent upon approval of this Agreement by the Mounds View Economic Development Authority Board of Commissioners. 12. WELL AND SEPTIC SYSTEM DISCLOSURE: The Seller certifies that Seller does not know of any wells on the described real Property. Provided however, if the Property does contain wells, the cost of sealing any wells required to be capped or sealed under Minnesota law will be borne by the Seller. If the well is not sealed by the date of closing, Seller shall escrow a sum equal to two times the bid price from a licensed well sealing contractor to complete the sealing process. Seller shall prepare, execute and file any required well certificate at or before closing. If the Property has a septic system, Seller agrees to provide water quality test results and/or septic system certification as required by state law or local ordinance. 13. OTHER GENERAL AND SPECIAL WARRANTIES: 449809v2 NICE MU205-45 4 A. Right of Access. Seller warrants that there is a right of access to the Property from a public right of way. B. Mechanic's Liens. Seller warrants that,prior to the closing date, Seller has made any and all payments in full for all labor, materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the closing date in connection with construction, alteration or repair of any structure on or improvement (including, but not limited to grading and landscaping, etc.) to the Property,if any. C. Buildings. Seller warrants that buildings, if any, are entirely within the boundary lines of the Property. D. Notices. Seller warrants that Seller has not received any notice from any governmental authority as to violation of any law, ordinance,or regulation. If the Property is subject to restrictive covenants, Seller warrants that Seller has not received any notice from any person or authority as to a breach of the covenants. Any notices received by Seller shall be provided to Buyer immediately. E. Sewer and Water. Seller warrants that the Property is connected to city of Mounds View sewer and water. F. Seller Authority. Seller warrants that Seller is the owner of the Property, that Seller has full authority to enter into this Agreement for the sale of the Property, and that there are no other parties who hold any unrecorded interests in the Property. G. Authority of Seller Signatories. The signatories to this Agreement represent and warrant that he or she is the Seller or they are the representatives of the Seller and that they have the authority to enter into this Agreement on Seller's behalf. H. Personal Property and Fixtures Buyer grants Seller permission to remove any and all personal property and fixtures prior to closing. I. Survey. Within ten (10) days after the date hereof, Seller shall deliver to Buyer copies of any survey relative to the Property which Seller has in its possession or subject to its control. 14. ENVIRONMENTAL INVESTIGATION AND WARRANTY: A. Seller agrees to permit the Buyer to enter the Property for purposes of conducting environmental testing, at the Buyer's expense. B. Seller agrees to cooperate with Buyer and its consultants in conducting the environmental evaluations and specifically agrees to provide the Buyer with copies of all environmental studies, soil borings, tests, reports and other 449809v2 NKE MU205-45 5 documents related to the Property and in Seller's possession or control. C. Seller agrees that, if the Buyer's environmental investigation discloses the existence of any petroleum product or other pollutant, contaminant or hazardous substance on the Property which requires remediation under state or federal environmental laws or regulations, Seller: (i) at its expense, will perform the remediation to the satisfaction of the Minnesota Pollution Control Agency or other applicable regulatory authority, or (ii) if in Seller's judgment the Property can be more economically remediated without any improvements being located on the Property, terminate this Agreement. If remediation is undertaken but not completed prior to the date of closing, the Buyer may at its option(i)declare this Agreement null and void or(ii) proceed to closing and execute an agreement for remediation/indemnification and security (Remediation and Indemnification Agreement)as the Buyer may require. D. Seller hereby warrants to Buyer that during the time the Seller has owned the Property there have been no acts or occurrences upon the Property that have caused or could cause impurities in the subsoil or ground water of the Property or other adjacent properties. This warranty shall survive the closing of this transaction. E. Seller agrees to indemnify and hold harmless Buyer from any and all claims, causes of action, damages, losses, or costs (including reasonable attomey's fees) relating to impurities in the subsoil or groundwater of the Property or other adjacent properties which arise from or are caused by acts or occurrences upon the Property prior to Buyer taking possession of the same. This indemnity shall survive the closing of this transaction. 15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES/NO MERGER: All of the representations, warranties, covenants and agreements of the parties hereto contained in this Agreement shall survive the closing of the transaction contemplated herein and the delivery of any documents provided for herein and shall not be merged into any other agreement. 16. RISK OF LOSS: Buyer is aware that the structures on the Property have been totally destroyed by a fire. Buyer is purchasing the property in its present condition and plans to raze any structures. 17. TIME OF ESSENCE: Time is of the essence in this Agreement. 18. CLOSING DATE AM) LOCATION: Upon any required approval by the City of Mounds View City Council, this Agreement for the sale of the above described Property shall be closed on October 30, 2014, or upon such other date agreed upon by the parties. The delivery of all papers and monies shall be made at the offices of the City of Mounds View/Mounds View City Hall and/or at the offices of a closer at the choosing of the City of Mounds View. If the closing date is changed, any and all costs, if prorated, shall be 449809v2 NKE M1J205-45 6 adjusted to the new closing date. 19. ADDITIONAL DOCUMENTS: Buyer and Seller agree to cooperate with each other and their representatives regarding any reasonable requests made subsequent to the execution of this Agreement to correct any clerical errors in this Agreement and to provide any and all additional documentation deemed necessary by either party to effectuate the transaction contemplated by this Agreement. 20. NOTICES: Any notice required or permitted to be given by any party upon the other is given in accordance with the Agreement if it is directed to the Seller by delivering it personally to the Seller; or if it is directed to the Buyer, by delivering it personally to an officer of the Buyer; or to either party if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested,postage prepaid; or if transmitted to either party by facsimile, copy followed by mailed notice as above required; or if deposited by either party, cost paid with a nationally recognized, reputable overnight courier,properly addressed as follows: 1F TO THE SELLER: Shelly D.Parker 1682 Wedgewood Circle Arden Hills,Minnesota 55112 IF TO THE BUYER: CITY OF MOUNDS VIEW 2401 Highway 10 Mounds View,Minnesota 55112-1429 Attn: City Administrator AND COPY TO: Scott J.Riggs KENNEDY&GRAVEN, CHARTERED 470 U.S.Bank Plaza 200 South Sixth Street Minneapolis, Minnesota 55402 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid;provided,however,that if notice is given by deposit,that the time for the response to any notice by the other party shall commence to run one (1) business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, or in any manner above specified, ten(10)days prior to the effective date of such change. The delivery of all papers and monies pursuant to this Agreement are to be made 449809v2 NKE MU205-45 7 at the offices of the City of Mounds View,2401 Highway 10, Mounds View,MN 55112- 1429. 21. EXECUTION IN COUNTERPARTS: This Agreement may be executed in counterparts by the parties hereto, each of which when so executed shall be deemed an original,but all of which taken together shall constitute one and the same agreement. 22. ENTIRE AGREEMENT/MODIFICATION: This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between Seller and Buyer, and supersedes any other written or oral agreements between Seller and Buyer. This Agreement can only be modified in writing signed by Seller and Buyer. 23. WAIVER OF RELOCATION BENEFITS: The Buyer has notified the Seller that (a) the Buyer only seeks to acquire the Property by voluntarily conveyance; (b) the parties mutually initiated negotiations; (c) if negotiations fail, the Buyer will not acquire or undertake acquisition of the Property by eminent domain; and (d) acquisition of the Property in its abandoned and uninhabitable condition shall only occur pursuant to the availability of Ramsey County CDBG grant monies, terms and conditions. Seller represents and warrants that no person will be displaced or otherwise entitled to relocation benefits as a result of the sale of the Property, and that there are no tenants or other persons in possession of the Property other than Seller. Seller acknowledges that, absent this Agreement, Buyer would not acquire the Property and specifically would not exercise its power of eminent domain to acquire the Property. Seller agrees to defend and indemnify the Buyer against any claims made by any third parties for relocation benefits or services. Further, the Buyer and Seller acknowledge that the Seller has had recent fire damage for which the Seller is unwilling to repair. Had the Property been in a habitable condition and inhabited,the parties acknowledge that the Seller may have been entitled to relocation benefits pursuant to Minnesota Statutes Chapter 117; however,the Property is presently abandoned. The Seller does not presently reside in the Property. As such, the Seller acknowledges that no relocation benefits are applicable to the Property. Pursuant to Minnesota Statutes Section 117.521, the Seller may voluntarily waive any relocation assistance,services,payments and benefits,for which Seller is eligible under Chapter 117 by signing a waiver agreement specifically describing the type and amounts of relocation assistance, services, payments and benefits for which the Seller is eligible, separately listing those being waived, and stating that the agreement is voluntary and not made under any threat of acquisition by eminent domain by the Buyer. Prior to execution of the waiver agreement by the Seller,the Buyer shall explain the contents of the agreement to the Seller. The Seller has agreed to enter into such an agreement with the Buyer and shall do so prior to closing on the Property. 24. INDEMNIFICATION: The Seller hereby agrees to protect, defend and hold the Buyer and its officers, elected and appointed officials, employees, administrators, commissioners, agents, and representatives harmless from and indemnified against any 449809v2 NKE MU205-45 8 and all loss, cost, fines, charges, damage and expenses, including, without limitation, reasonable attorneys' fees, consultants' and expert witness fees, and travel associated therewith, due to claims or demands of any kind whatsoever (including those based on strict liability) arising out of(i) the marketing, sale or leasing of all or any part of the Property, including, without limitation, any claims for any lien imposed by law for services, labor or materials furnished to or for the benefit of the Property, or (ii) any claim by the State of Minnesota or the Minnesota Pollution Control Agency or any other person pertaining to the violation of any permits, orders, decrees or demands made by said persons or with regard to the presence of any pollutant, contaminant or hazardous waste on the Property; and (iii) or by reason of the execution of this Agreement or the performance of this Agreement. The Seller, and the Seller's successors or assigns, agree to protect, defend and save the Buyer, and its officers, agents, and employees, harmless from all such claims, demands, damages, and causes of action and the costs, disbursements, and expenses of defending the same, including but not limited to, attorneys fees, consulting engineering services, and other technical, administrative or professional assistance. This indemnity shall be continuing and shall survive the delivery of the Warranty Deed for the Property, and shall survive termination or cancellation of this Agreement. Nothing in this Agreement shall be construed as a waiver or modification of immunity or limitation on liability to which the Buyer is entitled pursuant to Minnesota Statutes, Section 466,or otherwise. 25. RELEASE OF CLAIMS: The Seller and the Seller's attorneys, agents, employees, former employees,insurers,heirs, administrators,representatives,successors and assigns, hereby releases and forever discharges the Buyer, and its attorneys, agents, representatives, employees, former employees, insurers, heirs, executors and assigns of and from any and all past, present or future claims, demands, obligations, actions or causes of action, at law or in equity, whether arising by statute, common law or otherwise, and for all claims for damages, of whatever kind or nature, and for all claims for attorneys' fees, and costs and expenses, including but not limited to all claims of any kind arising out of the negotiation, Buyer consideration, execution and performance of this Agreement between the parties. 26. CHOICE OF LAW AND VENUE; INTERPRETATION: This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 27. BROKERS INVOLVED: The Buyer and Seller have not entered into a contract to engage the services of a real estate broker regarding this transaction. Seller agrees to pay for and indemnify the Buyer for any and all claims for brokerage commissions or finders' fees in connection with negotiations for the purchase of the Property arising out of any alleged agreement or commitment or negotiation by Buyer or Seller. 28. CUMULATIVE RIGHTS: Except as may be otherwise provided elsewhere herein, no 449809v2 NICE M11205-45 9 right or remedy herein conferred on or reserved to Buyer or Seller is intended to be exclusive of any other right or remedy provided herein or by law, but such rights and remedies shall be cumulative and in addition to every other right or remedy given herein or elsewhere or hereafter existing at law in equity,or by statute. 29. ASSIGNMENT: Buyer may not assign its rights and obligations under this Agreement to another entity. 30. CAPTIONS, HEADINGS OR TITLES: All captions, headings, or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement or a limitation of the scope of the particular paragraphs or sections to which they apply. ITHE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 449809v2 NKE MU2O5-45 10 NOTICE: THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER AND SELLER_ IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. The undersigned, owner of the above Property, does hereby approve the above Agreement and the sale thereby made of the Property for the price and upon the terms above mentioned,and subject to all conditions herein expressed. SELLER: -------)--,.J 2 V.L4,- -- bes4 lly D. Parker Dated: (WO),4,— 7 ,2014 The undersigned does hereby approve the above Agreement and agrees to purchase the Property for the price and upon the terms above mentioned, and subject to all conditions herein expressed. BUYER: MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: Joe Flaherty,President Dated: ,2014 By: James Ericson,Executive Director Dated: ,2014. This instrument was drafted bv: KENNEDY&GRAVEN,CHARTERED (SJR) 470 U.S.Bank Plaza 200 South Sixth Street Minneapolis,MN 55402 (612)337-9300 449809v2 NKE MU205-45 11 EXHIBIT A LEGAL DESCRIPTION Lot 2, Block 1, Richard Charbonneau Addition, according to plat on file with the Ramsey County Recorder's Office,Ramsey County,Minnesota. P.I.D. No.: 06.30.23.13.0040 A-1 449809v2 NKE MU205-45