HomeMy WebLinkAboutResolution 6673•
RESOLUTION NO. 6673
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION AUTHORIZING THE EXECUTION OF A LAND EXCHANGE AND
EASEMENT RIGHTS AGREEMENT WITH SYSCO MINNESOTA
WHEREAS, the Mounds View City Council has authorized a transfer of real property
to SYSCO Minnesota to allow for an expansion of their facility; and,
WHEREAS, the conveyance of three acres of City land to SYSCO Minnesota from
SYSCO Outlot A is consistent with Mounds View development goals and business retention
.policies; and,
WHEREAS, in consideration of this conveyance, SYSCO Minnesota agrees, among
other things, to provide the City with an easement for access rights from the SYSCO
property to a proposed billboard in Outlot A and agrees to remove the right of reverter
clause from that part of SYSCO Outlot A identified as the Triangle Parcel adjacent to the
Medtronic CRM Development site.
NOW, THERE>=ORE, BE IT RESOLVED, the Mounds View City Council authorizes
the execution of a Land Exchange and Easement Rights agreement with SYSCO Minnesota
consistent with the terms of this resolution and subject to SYSCO Second Addition final plat
approval and adoption of Ordinance 762, which effectuate the creation of the SYSCO
division and land transfer, respectively.
Adopted this 14th day of November, 2005. '
Rob Marty, Mayor
~~j r
A"1-fEST: ~~'"' `'~ ~~ ~~
Kurt Ulrich, City Clerk /Administrator
(SEAL)
• AGREEMENT REGARDING LAND EXCHANGE
AND EASEMENT RIGHTS
This Agreement (the "Agreement") is made this day of November; 2005; by and
among City of Mounds View, a Minnesota municipal corporation ("City") and Sysco Food
Services of Minnesota, Inc., a Delaware corporation ("Sysco").
ARTICLE I
DEFINED TERMS
1.01. City Property. City is the fee owner of certain real estate located in Ramsey County,
Minnesota ("City Property") which is legally described as follows:
Sysco Outlot A, Ramsey County, Minnesota
1.02. Sysco Removal of Reverter Clause. Sysco conveyed City Property to the City on
March 6, 1990 reserving the right for the City Property to automatically be reverted to Sysco in
the event the City Property ceased to be used for the limited use and purposes of the following:
(a) public buildings and uses; (b) public parks, playgrounds, athletic fields, parking areas and
golf courses; (c) public streets, easements a~~d other public ways, highways and thoroughfares:
(d) treatment and pumping facilities and other public utility and public service facilities; and (e)
public sewers. water lines and water storage areas. Sysco desires to remove the above reverter
clause and provide City with no restrictions to that portion of the City Property as described and
illustrated in Exhibit A, commonly known as the "Triangle Parcel".
• 1.03. Three Acre Division. City desires to subdivide a three acre parcel ("Sysco Division")
from the City Property to convey to Sysco to accommodate its proposed expansion. The legal
description of the Sysco Division is set forth in Exhibit B and Sysco will proceed with obtaining
the required subdivision approvals far the lot split.
1.04. Sign No. 7. Clear Channel ("Clear Channel") as the lessee and City as the lessor intend to
enter into a lease; subject to agreements between Clear Channel and the City, which authorizes
Clear Channel to construct and maintain a separate outdoor advertising sign on a portion on a
portion of City property. The location of said Sign No. 7 is depicted on the map tia~hich is
attached hereto as Exhibit C (the "Map").
1.05. Easement Number One (to SiQn-?~o. 7). In consideration for the City's conveyance of the
Sysco Division, Sysco desires to convey to City a permanent easement to Sign No. 7 for ingress,
egress, maintenance and construction purposes. The general location of Easement No. I is
depicted on attached Exhibit D.
1.06. Easement Number Two (to Park). In consideration for the City's conveyance of the Sysco
Division and subject to there being no other feasible point of access, Sysco shalt consider
conveying to City a permanent easement to the proposed trail system and park proposed to be
located on the Cit}~ Property ("Park") for ingress and egress and maintenance purposes. The
granting of such easement shall be subject to a mutually agreeable understanding regarding
potential conflicts beri~%een SYSCO vehicles and vehicles bound for the Park. The general
location of Easement Number Two is depicted on the attached Exhibit E.
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ARTICLE II
TERMS
2.01. In consideration of the terms of this Agreement herein contained, City agrees to sell and
convey to Sysco a portion of Sysco Outlot A consisting of approximately 3 acres. In
consideration for that conveyance, Sysco agrees to (a) remove reverter clause for the Triangle
Parcel; (b) convey Easement Number One to City; and (c) consideration of the conveyance of
Easement Number Two to City.
2.02. This Agreement is contingent upon the approval of the City's city council within thirty
(30) day of the date of this Agreement. If the City's city council does not approve this
Agreement within thirty (30) days of submission; this Agreement shall be deemed automatically
null and void and of no further force or effect and each of the parties shall immediately execute a
written acknowledgement that this Agreement has been terminated in its entirety. This
Agreement is contingent upon Sysco obtaining the subdivision approval as provided in 1.03 of
this Agreement.
2.03. Sysco agrees to obtain a legal description for the Sysco Division. City agrees to obtain a
legal description for the Easements depicted on the attached Exhibit D a<~d Exhibit E for
Easement Number One and Easement Number Two defined in this Agreement at Sections 1.05
and 1.46, respectively.
ARTICLE ffi
DOCITMENTS TO BE DELIVERED AT CLOSING
3.01. At Closing, City will deliver to Sysco:
A. A quit claim deed from the City to Sysco for the Sysco Division property free and
clear of all liens and encumbrances except the following items (allowable
encumbrances):
1. Building and zoning laws, ordinances state and federal statutes or other
governmental regulations;
2. Real estate taxes and special assessments for which the City is
responsible;
3. Easements and restrictions of record which do not interfere with the
present use of the real property; and
4. Reservation of minerals or mineral rights in the State of Minnesota.
B. Standard form Affidavit of Seller.
C, Such other documents as may be reasonably required by Cit)~'s title examiner or
title insurance company.
3.02. At Closing, Sysco will deliver to the City:
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A. A release of reverter for the Triangle Parcel of Sysco Outlot A, Ramsey County,
Minnesota; and
B. An easement for Easement Number One (to Sign No. 7) and consent of mortgagee
if required.
ARTICLE IV
CL45ING
4.01. The closing (the "Closing') of the transaction contemplated by this Agreement shall take
place at a date to be mutually agreed upon by the parties. The Closing shall take place at the
off.-ces of the City or with a title company and at a location to be mutually agreed upon by the
parties.
4.02. Sysco will be responsible for the cost of recording the deed defined in Section 3.01 of this
Agreement and any other costs associated with said conveyance including title search, title
commitment and title insurance premimn costs and state deed tax. The City will be responsible
for the recording fees of the conveyances defined in Sections 1.02, I.OS and 1..06 of this
Agreement.
4.03. City agrees to deliver possession of the Sysco Division on the date of Closing, in the same
condition existed on the date of this Agreement.
4.04. Sysco shall order a commitment for an owner's policy title insurance from the Title
Company at its expense for the property described in Exhibit B. Sysco shall be allowed twenty
(20) days after receipt of the title commitment from the Title Compan}~ for examination of said
title and the making of any objections thereto, said objections to be made in writing or deemed to
be waived. Pending correction of title, the closing date shall be postponed, but upon correction
of title and within ten (10) days after written notice, Sysco shall perform as provided in this
Agreement. If. Sysco makes objections to the title commitment and City does not cure (or
provide written assurances of curing) Sysco's objections within thirty (30) days from the date of
Sysco's written objections, Sysco shall, by written notice to City, either:
A. terminate this Agreement, in which event this Agreement shall become
terminated and neither party shall be liable for damages hereunder to the other
party; or
B. select to accept title in its existing condition, in which event the quit claim. deed to
be deliver at Closing Date shall except such objections (except as for Cit}r's
written assurances to cure title objections).
4.OS City shall order a commitment for an owner's policy title insurance from the title Company
at its expense for the property described in Exhibit D and Exhibit E. Cit}~ shall be allowed
twenty (20) days after receipt of the title commitment from the Title Company for examination
of said title and the making of an}~ objections thereto, said objections to be made in writing or
deemed to be waived. Pending correction of title, the closing date shall be postponed, but upon
correction of title and ~~+ithin ten (10) days after written notice. City shall perform as provided in
this Agreement. If City makes objections to the title commitment and Sysco does not cure (or
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provide written assurances of curing} City's ob}ections within thirty (30) days from the date of
City's written objections, City shall; by written notice to Sysco, either:
A. terminate this Agreement, in which event this Agreement shall become terminated
and neither party shall be liable for damages hereunder to the other party; or
B. select to accept title in its existing condition, in which event the quit claim deed to
be deliver at Closing Date shall except such objections (except as for Sysco's
written assurances to cure title oljections).
ARTICLE V
1VIISCELLANEOLJS PROVISIONS
5.01. City discloses that there is not an individual sewage treatment system on or servicing the
Sysco Division parcel.
5.02. City certifies that it does not know of any wells on the Sysco Division parcel.
5.0~. Except as may be otherwise provided elsewhere herein, no right or remedy herein
conferred on or reserved to any parry 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. Either party may enforce this Agreement by an action to compel specific performance,
provided that such action is brought within one year of the date of this Agreement.
.5.04. Each party represents and warrants to the other party that there is no broker involved in
this transaction with whom the warranting party has negotiated or to whom the warranting party
has agreed to pay a broker commission. Each party agrees to indemnify the other party for any
and all claims for brokerage commissions or finders' fees.
S.OS. The representations and warranties made in this Agreement, and all other provisions of this
Agreement; shall not be merged into any instruments or conveyance delivered at Closing, and the
parties shall be bound accordingly.
5.06. This Agreement constitutes the entire agreement bet«reen the parties as to the actions and
transactions contemplated herein, and no other agreement prior to this Agreement or
contemporaneous herewith shall be effective except as expressly set further or incorporated
herein. Any purported amendment shall not be effective unless it shall be set forth in vrriting and
executed by the parties or their respective successors or assigns.
5.07. This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns. Neither party may assign this Agreement without the ~~~ritten
consent of the other party.
5.08. Any notice, demand, request or other communication ~~rhich may or shall be given or
served by the parties shall be deemed to have been given or served on the date the same is
deposited in the United States Mail, registered or certified, postage prepaid: delivered by a
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nationally recognized overnight delivery company, or actually received by the recipient and
addressed as follows:
A. If to Sysco: Sysco Food Services of Minnesota, Inc.
B. If to City: City of Mounds View
2401 Highway 10
Mounds View, MN SCI 12
ATT'N: City Administrator
5.09. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference oily and shat] not constitute a part of the Agreement or a limitation
of the scope of the particular paragraphs or sections to which they apply.
5.10. This Agreement may be executed in any number of counterparts, each of which shall
constitute one and the same instrument.
5.11. This Agreement shall be construed in accordance with the laws of the State of Mim~esota.
Any dispute arising from this Agreement shall be heard in the State or federal courts of
Mimiesata, and all parties waive asry objection to the jurisdiction thereof; whether based. on
convenience or otherwise.
5.12. Both parties represent that, to its knowledge, no toxic or hazardous substances have been
generated; treated., stored, released or disposed of, or otherwise deposited in or located on Sysco
Division, Easement Number I or Easement Number 2, including v~1ithout ]imitation; the surface
aid subsurface waters of said aforementioned Parcels. To the City's or Sysco's knowledge,
there are no substances or conditions iii or on the Sysco Division, Easement Number 1 or
Easement Number 2, that would support a claim or cause of action under an Environmental Law.
For purposes of this paragraph "Environmental L,aw" means the Comprehensive Environmental
Response Compensation and Liability Act of 1980 (`'CERCLA"), 42 U.S.C. §9601 et seg•, the
Resource Conservation and Recovery Act of I976, 42 U.S.C.§ 6901 et se4,, the Federal Water
Aollution Control Act, 33 U.S.C.y~ 125I et seg•, the Clean Water Act, 33 U.S.C. § 1321 et seg•,
the Clean Air Act, 421J.S.C. ~ 7401 et se ., the Toxic Substances Control Act, 15 U.S.C. § 2601
et sea., all as amended from time to time, or any other federal, state or local environmental
statute, regulation, or ordinance.
5.13. Sysco acknowledges that nothing contained in this Agreement nor airy act by the City or
Sysco shall be deemed or construed by Sysco or by any third person to create any relationship of
third-party beneficiary, principal and agent, limited or general partner. or joint venture beriween
the City and the Developer.
5.14. Sysco, for itself and its successors and assigns, agrees to devote the Sysco Division and
only to such land uses as may be permissible under the City's land use regulations.
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5.1~. Attorneys' Fees. Sysco agrees to pay for all attorneys' fees of the City and Sysco
concerning this Agreement and all transactions or requirements or obligations contemplated
herein.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written
above.
CITY OF OiJNDS VIEW
By:
lts: Mai or
B ~~~~~
Y
Its: ity Administrator
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SYSCO FOOD SERVICES OF
MINNESOTA, INC.
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BY=
Its:
EXHIBIT A
TRIANGLE PARCEL LEGAL DESCRIPTION AND MAP
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EXFIIBIT B
SYSCO DIVISION LEGAL DESCRIPTION
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EXHIBIT C
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SIGN N0.7 DEPICTION/MAP
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EXHtBIT D
EASEMENT NUMBER 1 DESCRIPTION
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EXIIIBIT E
EASEMENT NUMBER 2 DESCRII'TION
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