HomeMy WebLinkAbout10-13-1997 EDA Q m <
a n• I� m ;;
•
cab r3 :>::::::::;:;;>; > -> > <> >'><` > >'> >'<'>
e I3 .#997 ................ .. .............
............. .
1. CALL TO ORDER
2. ROLL CALL President McCarty
Vice President Koopmeiners
Commissioner Quick
Commissioner Stigney
3. APPROVAL OF AGENDA
EDA ACTION: ATD
Comments:
•
4. APPROVAL OF MINUTES
September 8, 1997 EDA Meeting Minutes
EDA ACTION: ATD
Comments:
5. CONSENT AGENDA
None.
6. PUBLIC HEARING
None.
7. EDA BUSINESS
A. Removal of Resolution No. 97-EDA-70C from the Table. (Staff Presenter: Cahty
Bennett, Director of Economic Development)
EDA ACTION: ATD
Comments:
•
B. Consideration of Resolution No. 97-ED-70C Appointing Economic Development
Commission Members to Fill Vacancies. Staff Reort No. EDA-97-87C (Staff •
P
Presenter: Cathy Bennett, Director of Economic Development)
EDA ACTION: AID
Comments:
C. Consideration of Approval of Resolution No. 97-EDA-75C for a participation
Agreement with Preferred Builders in Consideration of the Sale of 8265 Spring
Lake Road. Staff Report No. EDA-97- 88C (Staff Presenter: Cathy Bennett,
Director of Economic Development)
EDA ACTION: AM
Comments:
D. Consideration of Resolution No. 97-EDA-74C Approving a Purchase Agreement
with Meridian Properties Real Estate Development Limited Partnership for the sale
of 2625 Highway 10. Staff Report No. EDA-97-89C (Staff Presenter: Cathy
Bennett, Director of Economic Development)
EDA ACTION: AU) 1111
Comments:
E. Removal of Resolution No. 97-EDA-67 from Table.
EDA ACTION: ATD
Comments:
F. Consideration of Resolution No. 97-EDA-67 Approving and Authorizing a
Development Assistance Agreement by and between the Mounds View Economic
Development Authority and The Everest Group. Staff Report No. 97-EDA-90C
(Staff Presenter: Cathy Bennett, Director of Economic Development)
EDA ACTION: AID
Comments:
G. Consideration of Authorizing the Execution of a Negotiating Agreement by and
between the Mounds View Economic Development Authority, the City of
Mounds View and Anthony Properties. Staff Report No. 97-EDA-91C (Staff
Presenter: Chuck Whiting, City Administrator)
• EDA ACTION: ATD
Comments:
8. REPORTS
Report of EDA Board Members:
1. President McCarty:
2. Vice President Koopmeiners:
4. Commissioners:
A. Commissioner Quick:
B. Commissioner Stigney:
5. Clerk-Administrator Whiting:
6. Executive Director Bennett:
7. Treasurer Kessel:
S
LINAppR Ova]
1 PROCEEDINGS OF THE MOUNDS VIEW
2 ECONOMIC DEVELOPMENT AUTHORITY •
3
4 Meeting No.43
5 September 8, 1997
6 Mounds View City Hall
7 2401 Hwy. 10,Mounds View MN 55112
8 ***********************************************************************************
9
10 CALL TO ORDER
11
12 The Economic Development Authority was called to order by President McCarty at 9:50 p.m.on September 8,
13 1997.
14
15 ROLL(CALI(
16
17 MEMBERS PRESENT: Duane McCarty,Gary Quick,Roger Stigney,Roger Koopmeiners,Executive
18 Director Cathy Bennett, Clerk Administrator Chuck Whiting, and City Attorney Bob Long.
19
20 OTHERS PRESENT: None
21
22 APPROVAL OF AGENDA:
23
24 Ms.Bennett asked that Item 7(A)be removed from the Agenda.
25
26 APPROVAL OF MINUTES:
27
28 MOTION/SECOND: Stigney/Koopmeiners to approve the minutes of the August 25, 1997 meeting.
29
30 VOTE: 4 ayes 0 nays Motion Carried
31
32
33 CONSENT AGENDA:
34
35 None
36
37 PUBLIC HEARINGS:
38
39 None
40
41 EDA BUSINESS:
42
43 A. Consideration of Exclusive Negotiations Agreement by and between the City of Mounds View,
44 Mounds View Economic Development Authority and Anthony Properties.
45
46 This item was removed from the Agenda.
47
48 B. Authorization for Funds for Professional Services for Continuation of Engineering Work for
49 Signalization and Road Alignment at Edgewood Drive.
50
51 Ms.Bennett stated she is asking the EDA to authorize the funds to begin the preliminary work for the
52 engineering analysis needed to continue the process for a potential signal at Edgewood Drive and to identify the
53 potential road alignment,access,parking layout of City Hall and adjoining properties that will be impacted.
4111
54 This preliminary work will in no way approve the alignment or signalization. She explained that MNDOT
55 enters into a funding cycle where they put together cooperative agreements from communities on funding for
UNAPPR 0 VED
EDA Meeting#43
• September 8, 1997
Page 2
1 road improvements and signalizations. That application is due on October 31st and they will require some
2 information from Mounds View in order to review the signalization and road alignment. They have indicated
3 that they would potentially be willing for fund 50%of the signal. To continue the process,SEH is
4 recommending that the following work be done:
5
6 -a Signal Justification Report;
7 -a preliminary Road Alignment Plan;and
8 -a Cooperative Agreement Program for MNDOT to enter into the funding.
9
10 Commissioner Stigney stated he feels if the city has a proposed plan,it would be appropriate to let the residents
11 know what is going on and obtain their input.
12
13 Ms.Bennett explained that if the city waits,they will not be able to get into the funding cycle with MNDOT
14 and could lose the possibility of having 50%of the signal funded. She noted that the city can go through the
15 community process and make modifications in the design between October and May of 1998 but the
16 information must be in to MNDOT for the Cooperative Agreement cycle by October 31, 1997.
17
18 Commissioner Stigney stated,as proposed,he cannot support this and is opposed to approving a preliminary
19 road alignment plan.
20
21 Mayor McCarty explained that it is very clear that the city is at a very preliminary stage and that they are not
• 22 even close to being prepared to present anything to the residents.
23
24 Ms.Bennett noted that in October a formal resolution will need to be passed by the EDA and sent to MNDOT.
25 Once they go through their funding cycle,they would need to come back to the city in the Spring of 1998 to
26 obtain approval of two additional steps. Mayor McCarty noted that the city will eventually have something
27 that they can offer to the residents that they can address based upon facts.
28
29 MOTION/SECOND: Quick/Koopmeiners to Authorize Funds for Professional Services for Continuation of
30 Engineering Work for Signalization and Road Alignment at Edgewood Drive,in an amount not to exceed
31 $12,000(TIF Funds).
32
33 VOTE: 3 ayes 1 nay(Stigney) Motion Carried
34
35 REPORTS:
36
37 Report of EDA Board Members:
38
39 Report of President McCarty: No report.
40
41 Report of Vice President Koopmeiners: No report
42
43 Report of Commissioners:
44
45 Commissioner Quick: No report.
46
47 Commissioner Stigney: No report.
• 48
49 Report of Executive Director: No report.
Uf\bPPROVEQ
EDA Meeting#43
September 8, 1997
Page 3
1 Report of Treasurer: No report.
2
3 Report of Attorney: No report.
4
5 The September 8. 1997 meeting of the EDA was adjourned at 10:10 p.m.
6
7 Respectfully submitted,
g t:-a'n2Q,4 CEJ.Jet� C/ TAS
10 Tamara D. Saefke
11 Recording Secretary
12
11111
Item No. 7B
Staff Report No.EDA-97-87C
Meeting Date 10-13-97
0 Type of Business EDAB
WK: Work Session;PH:Public Hearing;
CA:Consent Agenda;EDAB:EDA Business
Mounds View Economic Development Authority
Staff Report
To: Mounds View Economic Development Authority
From: Cathy Bennett, Director of Economic Development
Item Title/Subject: Consideration of Resolution No. 97-EDA70 Appointing Economic
Development Commission Members to Fill Vacancies
Date of Report: October 10, 1997
This item was tabled at the August 25, 1997 EDA meeting to allow the Board a chance to meet
the applicants. All three applicants have attended a work session.
Per Chapter 408.06, subdivision 1 of the Mounds View Municipal Code, the EDA President with
the approval of a majority of the Authority Board must appoint new members for the unfulfilled
portion of the term that has been vacated.
fli) Attached is resolution no. 97-EDA70 which would allow the EDA to approve the appointment of
two residents to fill the vacancies of Bev Tarhark and Delane Welsch on the EDC. The terms
expire December 31, 1997 and December 31, 1998.
/7'
.t,ir4 uv'_✓
Cathy Be' ti, Dir. of Economic Development
Recommendation:
Staff is recommending that the EDA consider the attached applications and appoint two residents
to the EDC to fill the vacancies
r
RESOLUTION 97-EDA-70
•
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPOINTING ECONOMIC DEVELOPMENT COMMISSION MEMBERS TO FILL
VACANCIES
WHEREAS, the Economic Development Commission acts as an advisory
commission to the Economic Development Authority on matters that relate to fostering a positive
economic climate, encouraging economic development, and enhancing the tax base of the City; and
WHEREAS, the Economic Development Commission is composed of three business
representatives and four residents, and
WHEREAS, per Chapter 408.06, subdivision 1 of the Mounds View Municipal Code
entitled Economic Development Commission. Termination of Appointment, requires the "Authority
President, with approval of a majority of the Authority Board of Commissioners, shall appoint a new
member from applications received for the unfulfilled portion of a term that has been terminated", and
WHEREAS, resident Bev Tarhark has resigned prior to the expiration of her term
dated December 31, 1998, and
WHEREAS, resident Delane Welsch has resigned prior to the expiration of his term
dated December 31, 1997. and
WHEREAS, residents and completed applications to
fill the vacancy for a resident representative on the Economic Development Commission.
NOW, THEREFORE, BE IT RESOLVED that the Economic Development
Authority of the City of Mounds View hereby appoints to the Economic Development
Commission with term expiring December 31, 1998 and to the Economic
Development Commission with a term expiring December 31, 1997.
Adopted this 13th day of October, 1997.
A 1"1'hST: President
(SEAL) Executive Director
i
•
Item No. 7C
Staff Report No.EDA-97-88C
Meeting Date 10-13-97
III Type of Business EDAB
WK: Work Session;PH:Public Hearing;
CA:Consent Agenda;EDAB:EDA Business
Mounds View Economic Development Authority
Staff Report
To: Mounds View Economic Development Authority
From: Cathy Bennett, Director of Economic Development
Item Title/Subject: Consideration of Resolution No. 97-EDA75 Approving and
Authorizing the Execution of a Participation Agreement for 8265
Spring Lake Road
Date of Report: October 10, 1997
Summary:
Attached is resolution no. 97-EDA76 (Attachment 1) and a copy of the Participation Agreement
(Attachment 2) to enter into negotiations for the sale of 8265 Spring Lake Road with Preferred
Builders.
In August the EDA approved 97-EDA73 which approved a Participation Agreement with Loren
410 Hansen Construction for 8265 Spring Lake Road. After further thought, Loren did not sign the
Agreement and withdrew his interest in the property. Therefore, another letter opening offers on
the lot was mailed on September 5, 1997. The letter stated that we would accept offers until
October 2, 1997. I received one offer of$28,000 from Preferred Builder, Inc.
Preferred Builders, Inc. is proposing to build a three bedroom modified two story single family
home with a three car garage and two full baths with an estimated market value of$145,000.
Since Preferred Builders do not have a buyer identified at this time the EDA must waive the
requirement for a buyer/builder team that is stated as part of the Housing Replacement Program.
I have reflected this in the attached resolution. I will encourage the builder to try and secure a
buyer prior to execution of the Contract for Private Development(Attachment 3)which will
specifically address the requirements for the development of the lot and outline the specifications
of the home. In addition, prior to approval of the Contract staff will verify builder references and
financial capabilities of Preferred Builders, Inc. Th- contract will come back to the EDA for
fmal approval within 30 days. J
. ._ LA I .. /
Cathy Bennett,wJ i . of Economic 0 evelopment
Recommendation:
• Staff is recommending approval of the Participation Agreement which would authorize the
negotiation for the purchase of 8265 Spring Lake Road by Preferred Builders.
ATTACHMENT A
RESOLUTION NO. 97-EDA75
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION AUTHORIZING THE NEGOTIATION AND EXECUTION OF A
PARTICIPATION AGREEMENT FOR THE REDEVELOPMENT OF 8265 SPRING
LAKE ROAD
WHEREAS, the Mounds View Economic Development Authority(EDA) established a
Housing Replacement Program to remove houses which are in very poor condition,thereby,
assisting in the elimination of the blighting influence of substandard homes; and
WHEREAS, the EDA purchased and demolished a substandard home located at 8265
Spring Lake Road; and
WHEREAS, the vacant lot at 8265 Spring Lake Road was advertised for sale by the
EDA; and
WHEREAS, on August 25, 1997 the EDA approved a Participation Agreement with
Loren Hansen Construction per Resolution No. 97-EDA73 which was never executed by Loren
Hansen Construction; and
WHEREAS, Preferred Builders, Inc. is proposing to purchase the vacant lot at 8265
Spring Lake Road for$28,000 to construct a three bedroom,two bath modified two story home
with an estimated market value of$145,000.
NOW THEREFORE BE IT RESOLVED, that the Economic Development Authority
approves and authorizes the execution of a participation agreement with Preferred Builders for
the purchase of 8265 Spring Lake Road; and
BE IT FURTHER RESOLVED, that the Economic Development Authority waives the
requirement in the Housing Replacement Program for a buyer\builder team with the assurance
that the home will be constructed with the intent to sell to a qualified buyer as soon as possible.
Adopted this 13th day of October, 1997
ATTEST:
President
(SEAL) •
Executive Director
•
ATTACHMENT B
MOUNDS VIEW HOUSING REPLACEMENT PROGRAM
III PARTICIPATION AGREEMENT •
.2v
THIS AGREEMENT is made and entered into this,2/2/ day of..52/ 1997 , by and
between the ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF
MOUNDS VIEW, a body corporate and politic under the laws of the State of Minnesota, having
it
s,_principal office at 2401 Hi hway 10, Mounds View, MN 55112 (EDA) and
, a tnnesota ('�'���r 72.i‘ , having its principal
office at /3J OJ'/?d'r, r"ec� . (Developer)
,iOn;%ry ( l A2 ,i'l i 4: -S-y'e/3,7
In consideration of the mutual covenants and obligations of the EDA and the Developer, the
parties do hereby covenant and agree as follows:
1. The Developer agrees to pay $500 to the EDA for the rights to participate in
redevelopment of a property owned by the EDA in accordance with the guidelines of the
Mounds View EDA's Housing Replacement Program.
2. In return for $500, the.receipt of which from the Developer is hereby acknowledged by
the EDA, the EDA grants to the Developer the exclusive right to enter into a contract to
redevelop the property located at 8265 Spring Lake Road and legally described as
• The West 218 feet of the North 53 feet of Lot 34 and the South 27 feet of the West 218
feet of Lot 35. Auditor's SubdivisionNo. 89. Ramsey County. Minnesota in accordance
with the Mounds View EDA's Housing Replacement Program. This right will expire on
, 19_, unless,prior thereto, the Developer and the EDA have
executed a Contract for Private Development with regard to the property.
3. The EDA agrees to negotiate in good faith with the Developer regarding redevelopment
of the property but nothing contained in this Agreement shall require the EDA to enter
into a Contract for Private Development if, at the EDA's sole discretion, it deems such
not to be in its best interests.
4. The fee paid by the Developer to the EDA in connection with this Agreement for
participation in the EDA's Housing Replacement Program is non-refundable and non-
transferable to any other property or site owned by the EDA.
DEVELOPER EDA
By: .k---/4/1' vi.‘,v L Bv:
VC .‘)r e AL./L1 ,l4,,,, I>,c. Its President
• Its Bv:
Its Executive Director
ATTACHMENT 3
PURCHASE AND REDEVELOPMENT AGREEMENT
BY AND BETWEEN
!tib; MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
AND
•
This document was drafted by:
KENNEDY & GRAVEN, Chartered
470 Pillsbury Center
Minneapolis, MN 55402
C(\
•
S.T'tc 128590
MC205-2
PURCHASE AND REDEVELOPMENT AGREEMENT
THIS AGREEMENT is made as of the day of
199 by and among the MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY,
a public body politic and corporate under the laws of the State of Minnesota (the "Authority"
and a Minnesota "Authority"),
(the
WITNESSETH.
WHEREAS, the Authority is the owner in fee simple of the
e "Land")
located in the City of Mounds View, County of Ramsey, State oof eMinnesota,.l of land (and legally
described as:
[INSERT LEGAL DESCRIPTION]
The Land and all rights, privileges, easements, tenements,
belonging thereto, shall hereinafter be referred to as the "Prohpe zy" en , and appurtenances
WHEREAS, the Authority deems it to be in the public interest to facilitate and encourage
redevelopment of the Property by private acdvity; and
• WHEREAS, the Developer has proposed a development "Devei
Property which the Authority believes will � °Pm�� within such
will be in the viral best interests of the Authority, will promote the health, safety, morals,he objectives of the a d
welfare of its residents and will be in accord with the public purposes and provisions the
applicable state and local laws and requirements under which activities within the Authority have
been undertaken and are being assisted; and
WHEREAS, the Developer proposes to construct on the Property a
sq
single family residential home. - ft-
WHEREAS,the Developer is willing to purchase the Property
for and in accordance with this and to develop the Property
�eemeat; and
WHEREAS, the Authority desires to convey the Property to Developer and Developer is
desirous of purchasing the same.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby covenant and agree as follows:
•
S.i2i 128590
=OS-2
AGREEMENT
411
1.0. Definitions. In this Agreement unless a different meaning clearly appears from the
context:
"Agreement"Agreement"means this Agreement,as the same may be from time
to time modified, amended, or supplemented.
(b) "Authority" means the Mounds View Economic Development
Authority.
(c) "Certificate of Completion" means the certification provided to the
Developer, substantially in the form attached as Exhibit B to this Agreement,
pursuant to Section 20 of this Agreement
(d) "City" means the City of Mounds View, Minnesota.
(e) "Construction Plans" means the plans, specifications, drawings and
related documents on the construction work to be performed on the Property
which (a) shaiT be as derailed as the plans, specifications, drawings and related
documents which are submitted to the appropriate building officials of the
Authority, and (b) shall include at least the foIlowi
ng:
2)
basement plans; (3) floor plan for each floor•' (4) cross ssectionsfoundation
off each
plan;
and width); and (5) elevations (all sides).•
ch (length
(f) "County" means the County of Ramsey, Minnesota
and assigns(g) "Developer" means or its permitted successors
.
(h) "Event of Default" means an action by the Developer listed in
Section 17 of this Agreement
(i) "Holder" means the owner of a Mortgage.
(j) "Material"means any effect or change which significantly alters the
intended use of the Property, or increases or decreases the costs of any individual
item of the Minimum Improvements by more than.
(k) "Minimum Improvements"means the construction of a
sq. ft single family residential home_
(I) "Mortgage" means any mortgage made by the Developer which is
secured, in whole or inwith the •
part, Property and which is a permitted
encumbrance pursuant to the provisions of this asrreement
s..uas4a
KGSQS-2 7
(m) "Parcel" means the real property so described as above as the
Property.
III
(n) "Property" means the real property upon which the Minimum
Improvements will be constructed, a legal description of which is set forth at
Exhibit A of this Agreement After construction of the Minimum Improvements,
the term means the Property as improved. The Property consists of one Parcel_
(o) "State" means the State of Minnesota.
(p) "Termination Date"means the date on which the Developer receives
a Certificate of Completion pursuant to the terms and conditions of this
Agrreement
(q) "Unavoidable Delays"means delays beyond the reasonable control
of the party seeking to be excused as a result thereof which are the direct result
of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or
other casualty to the Minimum Improvements, litigation commenced by third
parties which, by injunction or other similar judicial action, directly results in
delays, or acts of any federal, state or local goy
or Authority in exercisingtheir rights under this Agreement)unit(other than the City
in delays. Unavoidable Delays shall not inclue lays in the Dev l result
obtaining of permits or governmental approvals necessary eruption
III
of the Minimum Improvements bythe dates such co � to enable construction
Section 20 of thisAgreement
�onis ed under
2.0. Premises To Be Purchased. Subject to compliance with the terms and conditions of
this Agreement, Authority shall sell to Developer and Developer �1t
the Property.
p purchasefrom Authority
3.0. Purchase Price. The purchase price ("Purchase Price") of the Property shall be
S payable as follows:
3.I. The amount of S as earnest money (the "Earnest Money")
be deposited by Developer to
with Title Insurer within three (3) days after the date of this
.Agreement and held and disbursed under the terms of this Agreement
3.2. The amount of S shall be payable in cash or certified check
on the Date of CIosing.
4.0. Title To Be Delivered. Authority agrees to convey to Developer marketable -_
simple title to the Property subject only to the encumbrance
approved by Developer in
accordance with Section 5.2. Should Developer determine Authority's title to the Property to be
unmarketable, Developer may make objections to Authority's title in accordance with Section 5.2.
�Nothing contained in this Agreement shall be construed
btain marketable title to the Propertyas a covenant requiring Authority to
title. if it is determined that Authority does not have marketable
sa3.8590
=05-2
3.,
5.0. Evidence Of Title.
5.1. Within fifteen(15)days after the execution of this A eement by both th panties 111
or such other time period as may be specified in this Article, Authority Shall at the
discretion of the Authority:
(a) Cause to be delivered to the Developer at the cost of Developer, an
Abstract of Title for the Property (or a Registered Property Abstract if title to the
Property is registered) certified to dare to include proper searches covering
bankruptcies, tax liens and state and federal court judgments and liens; or
(b) Cause to be issued and delivered to Developer, at the cost of
Developer, an ALTA Form 1970 commitment for an Owner's title insurance
policy (the "Commitment") issued by the Title Insurer pursuant to which the Title
Insurer agrees to issue to the Developer upon the recording of the documents of
conveyance referred to herein an ALTA Form 1970 Owner's title insurance policy
in the full amount of the Purchase Price, with standard exceptions far matters of
survey, parties in possession (other than tenants under current written leases) and
=filed mechanic's or materialmen's liens deleted.. The Commitment shall include
proper searches covering bankruptcies.. state and federal judgments and liens and
levied and pending special assessments and shall be accompanied by copies of all
recorded documents presently affecting the Property.
5.2. Developer shall have fifteen(15)business days after receipt of all the title •
evidence discussed in Sections 5.1 above to render objections to title in writing to
•Authority and Authority shall have the greater of(i) the number of days remaining until
the Date of Closing or Cu) thirty (30) days to have such objections removed or satisfied.
If Authority shall fail to have such objections removed within said time, the Developer
may, at its sole election: (a) terminate this Agreement without any liability on its part; in
which event the Earnest Money paid hereunder shall be promptly refunded in exchange
for a quit claim deed to the Property from Developer; or (b) take title to the Property
subject to such objections. Authority alters to use its reasonable efforts to satisfy
promptly at its sole cost any such objection& provided, however, that other than to cure
liens, Authority chair not be obligated to spend a total of more than $_00 to cure all
such objections.
6.0. Control of Property. Until the Date of CIosing, Authority shall have the full
responsibility and the entire liability for any and all damages or injuries of any kind whatsoever
to the Property, to any and all persons, whether employees or otherwise, and to any, other
property from and connected to the Property, except liability arising from the acts, omissions,
intentional torts or negligence of Developer, its agents or employees. If, prior to the Date of
Closing, all or a material portion of the Property shall be the subject of an action in eminent
domain or a proposed taking by a governmental authority (other than the City), whether
temporary or permanent, Developer, at its sole election, shall have the right to terminate this
Agreement without liability on its part, by so notifying Authoritywriting •
t>s;�ng in and all sums
heretofore paid to Authority shall then be promptly refunded to Developer in exchange for a quit
claim deed for the Property. At its option, Developer may proceed to closing and in such event,
:i02os•2 4
the Authority shall either assign to Developer all rights to recover any awards for such action in
0 eminent domain or proposed taking or pay to Developer any such awards or any proceeds already
received.. Authority agrees to keep the Property continually insured during the term of this
Agreement. If, prior to the Date of Closing, all or a portion of the Property shall be damaged
or destroyed by any casualty such that the damage or destruction will cost in excess of$5,000
to repair, Developer, at its sole discretion, Shall have the right to terminate this A
without liability on its part, byso notifying gZeement
Authority in writing and all sums heretofore paid by
Developer shall be promptly refunded to Developer. At Developer's option, Developer may
proceed to closing and Authority shall either assign to Developer all rights under existing
insurance policies to recover insurance proceeds for such damage or pay to Developer all
insurance proceeds already recovered on account of such damage.
7.0. Representations by the Authority and Developer. The Authority and the Developer
make the following representations as the basis for the undertaking on their part herein contained:
7.1. Representations of Authority. As an essential part of this Agreement and in
order to induce Developer to enter into this ADzeement and purchase the Property,
Authority hereby represents and warrants to Developer.
(a) The Authority has the power to enter into this Agreement and carry
out its obligations hereunder..
• (b) The Authority does not know of any "wells" (within the meaning
of Minnesota Statutes, Section 1031.005, Subd. 21) on the Property.perty This
representation is intended to satisfy the requirements of Minnesota Statutes.
Section 103I.235, Subd. 1(a). If wells are found to be on the Property prior to the
Date of Closing, Authority shall promptly notify Developer of the presence of
such wells.
7.2. Representations and Warranties by the Developer. The Developer represents
and warrants that:
(a) The Developer is a duly organized — . in good standing
under the Iaws of the State of Minnesota, is not in violation of any provisions of
bylaws, or the laws of the State, is duly authorized to transact
business within the State, has power to enter into this Agreement, and has duly
authorized the execution, delivery, and performance of this Agreement by proper
action of its
•
• (b) The Developer has received no notice or communication from any
local, State, or federal official that the activities of the Developer or the Authority
on the Property may be or will be in violation of any environmental law or
regulation (other than those notices or communications of which the Authority is
• aware). The Developer is aware of no acts the existence of which would cause
it to be in violation of or give any person a valid claim under any local, State, or
federal environmental law, regulation, or review procedure.
=1233,0
.233,0
rw2os-2 5
(c) Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement is prevented, limited
by, or conflicts with or results in a breach of the terms, conditions, or provisions
of any corporate or partnership restriction or any evidences of indebtedness,
agreement, or instrument of whatever nature to which the Developer is now a
party or by which it is bound, or constitutes a default under any of the foregoing.
(d) The Developer will construct, operate and maintain the Minimum
Improvements in accordance with the terms of this Agreement and all local, state
and federal laws and regulations (including, but not limited to, environmental,
zoning, building code and public health laws and regulations).
7.3. The representations and warranties set forth in this section shall be continuing
and shall be true and correct as of the Date of Closing with the same force and effect as
if made at that time. All such representations and warranties shall survive closing and
shall not be 1erged in the delivery and execution of the deed or other instruments of
conveyance called for in this Agreement
7.4. Except for the representations and warranties of Authority expressly made
herein, Developer is buying the Property on an "as is," "where is," and "with all faults"
basis, based upon its own investigation and judgment.
8.0. Review of Documents. Concurrently with execution of this A ent
days •followinggr� or n
the date hereof and to the extent such documents are available to Authority,
Authority shall deliver to Developer the following documents: existing (i) reports (whether in
draft or final form) of any environmental inspections,audits or examinations of the Property;(ii)
reports of all engineering.tests, inspections and studies of the Property and (iii) reports of soil
tests of the Property; all as Authority may have .or be able to obtain copies of without
unreasonable expense (all such records, plans, permits and reports being hereafter referred to as
the "Existing Tests").
9.0. Conditions to Closing. The closing of the transaction contemplated by this
Agreement and the obligation of the Authority to sell the Property and of the Developer to
purchase the same shall be subject too the following conditions:
9.1. Authority Responsibilities:
(a) Provide an updated abstract of title commitment, at the cost of
Developer, for the Property;
(b) Provide confirmation that sewer and water service is available to the
Property.
9.2. Developer's Responsibilities:
S.—t. 12590
17205-2 6
(a) Title: Developer may review and approve preliminary title reports and
• surveys in accordance with this Ageement;
(b) Developer shall indemnify Authority against any liability, cost or
expense incurred by Authority as a result of Developer's actions, including but not
limited to fines, court costs, reasonable attorneys' fees and remedial costs.
Authority shall provide Developer and Developer's agents and representatives
access to the Property, at reasonable times and in a reasonable manner, for
purposes of completing such Investigation/Due Diligence Period requirements.
Authority shall cooperate with the Developer's investigation of the Property,
including Developer's ability to interview, at reasonable times and in a reasonable
manner, Authority or any of Authority's employees or to take samples of any soil,
ground water or other materials provided the same does not unreasonably interfere
with Authority's operations.
(c) Developer must provide adequate evidence of financing for the
purchase and construction of the Minimum Improvements on the Property.
9.3. With respect to the above-described conditions, Developer shall give notice
of its desire to terminate this Agreement for failure to fulfill any of said conditions on or
before the Date of CIosing or such earlier date as may be specified above. In the event
no notice of termination is given within the specified time period with respect to any such
section hereof, such condition shall be deemed to be waived by Developer and Developer
• shall proceed to closing in accordance wiith the other terms and conditions hereof If this
Agreement is terminated due to the failure of the conditions set forth in Sections 9.1, the
Earnest Money shall be promptly returned to Developer in exchange for a quit claire, deed
for the Property and neither party shall have further rigs and obligations hereunder. If
this Agreement is terminated due to the failure of the conditions set forth in Section 9.2,
the Earnest Money shall be retained by the Authority and the Developer shall execute a
quit claim deed for the Property.
10.0. Closing: The closing shall take place on , 1997 (the "Date of
Closing")or on such earlier dare as Authority and Developer may mutually agree in writing. The
closing shall take place at the oEce of Title Insurer or such other place as the Authority and
Developer may reasonably determine. Possession of the Property shall be delivered on the Date
of Closing.
11.0. Authority's Obligations At Closing. On or prior to the Date of CIosing,.Authority
shall:
11.1. Execute, acknowledge and deliver to the Developer a warranty deed, with
a right of reverter, to the Property conveying to the Developer marketable fee simple title
to the Property, subject to the limitations contained in Sections 4.0 and 5.3 hereof. and
all rights appurtenant thereto subject only to the encumbrances approved by Developer in
• accordance with Section 5.1
S.121.211590
=05-2 7
11.2. Deliver to Developer an affidavit of the Authority in recordable form
identifying the Authority as the owner of the Property free and clear of all encumbrances
except the encumbrances approved by Developer in accordance with Section •
work, labor, services and materials furnished to or in connection with the Property that have
been fullyperry have
paid for so that no mechanic's, materialmen's, or similar lien may be filed
against the Property.
11.3. In the event the warranty deed described in Section 11.1 does not contain
the statement "The Seller certifies that the Seller does not know of any wells on the
described real property", Authority shall execute and deliver to Developer
Disclosure Certificate as required a Well
all wells have been in finnesota Statutes' Section 1031.235 indicating that
properly abandoned and sealed by a licensed well contractor, all as
required by the rules and regulations issued to Minnesota Statutes Section 103L501 a 2 .
1I.4. Execute and deliver to Developer a Designation Agreement relating to the
Property which designates the "reporting person" for purposes of completing Internal
Revenue Form 1099S.
11.5. Deliver to Developer such other documents as may be required by this
Agreement or applicable law.
11.6. Deliver to Developer evidence of Authority's authorization to complete this
transaction.
11.7. Execute and deliver to Developer a closing statement consistent with this
Agreement
12.0. Developer's Obligations at Closing. At closing, and subject to the terms,
conditions, and �
provisions hereof and the performance by Authority of its obligations as set forth
above, the Developer shall:
12.1. Deliver to Authority any portion of the Purchase Price then due and payable
by Developer's certified or cashier's check or equivalent.
12.2. Execute, and/or deliver to Authority such other documents as may be
required by this Ageement or applicable law.
12.3. Deliver to Authority evidence of Developer's authorization to complete this
transaction. Developer hereby represents and warrants to Authority that the execution and
performance of this Agreement by Developer has been duly authorized by all necessary
action.
12.4. Execute and deliver to Authority a closing statement consistent with this
Agreement
411
13.0. Closin . The following costs and expenses shall be paid as follows
in connection with the closing:
SCR1285l0
MU205-2 8
13.1. Developer shall pay the following costs in connection with the closing.
. (a) All abstracting expenses, the cost of issuingthe
title le commitment
and the cost of copies of all additional title documents necessary for the
examination of title.
(b) The title insurance premium charged by the Title Insurer.
(c) The cost of preparation of the warranty deed and other documents
of conveyance.
(d) Any filing fee to record the warranty deed and related documents.
(e) State Deed Tax upon delivery of the warranty deed to the
Developer.
(f) Authority's attorneys' fees.
(g) Developer's attorneys' fees.
14.0. Prorations. The following prorations shall be made as of the Date of Closing and
subsequent to the Date of Closing to the extent actual information is unavailable on the Date of
0 Closing:
14.1. All utilities furnished to the Property.
14.2. Real estate taxes and special assessments as hereinafter provided_
15.0. Taxes and Special Assessments. Authority ghat"( pay the real estate taxes and
special assessments relating to the Property which are due and payable in all years prior to the
year of closing, and any and all deferred real estate taxes and all levied and pending special
assessments at the closing of the sale . Real estate taxes payable in the year of closing shall be
prorated to the Date of Closing. The parties agree and understand that, as of the date of this
Agreement, there are no outstanding deferred real estate taxes or levied or pending special
assessments.
16.0. Brokerage. Developer and Authority each represent and warrant to the other that
they have not engaged the services of any broker in connection with the purchase contemplated
by this Agreement_ Each parry hereby agrees to indemnify and hold the other harmless of any
claim made by a broker or sales agent or similar parry for a commission due or alleged to be due
on this transaction.
17.0 Default. The following default provisions govern this Agreement
. 17.1. Events of Default Defined. The following shall "Events be Eents of Default"
under this Agreement and the term "Event of Default" shall mean, whenever it is used in
this Agreement (unless the context otherwise provides), any failure by any party to
s. zaseo
MUDS-2 9
observe or perform any other covenant, condition, obligation or agreement on its part to
be observed or performed hereunder, but only if such failure has not been cared within
thirty days after receipt by the defaulting party of written notice of such failure or, if the
failure is by its nature incurable within thirty days, the defaulting party does not provide
assurances reasonably satisfactory to the non-defaulting party within such thirty-day period
that the failure will be cured and will be cured as soon as reasonably possible. Subject
to the foregoing notice and cure periods,nothing in this Section shall limit the Authority's
right to exercise any remedy •to which it is entitled under any other provision of this
Agreement.
17.2_ Remedies on Default Whenever any Event of Default referred to in
Paragraph 17.1 of this Agreement occurs, the non-defaulting party may:
(a) Suspend its performance under this Agreement until it receives
assurances that the :defaulting party will cure its default and continue its
performance under this Agreement.
(b) Cancel and rescind or terminate this Agreement In the event that
Authority should fail to consummate the transaction contemplated by this
Agreement for a.ny reason except for Developer's default or the failure of
Developer to satisfy any conditions to Authority's obligation hereunder, and
Developer elects to cancel and terminate this Agreement in the manner provided
by applicable law and be relieved of its obligations hereunder, Developer shall be
immediately entitled 'to thereturn of the Earnest Money heretofore paid in
exchange for a quit claim dem for the Property. In the event that Developer shall
fail to consummate the transaction contemplated herein for any reason, except the
default by Authority or the 4ailure of Authority to satisfy any of the conditions to
the Developer's obligations set forth herein,and the Authority elects to cancel and
terminate this Agreement in the manner provided by applicable law and be
relieved of its obligations hereunder, the Authority shall be entitled to retain the
Earnest Money as liquidated damages
(c) In the case of an Event of Default by the Developer, the Authority
may demand reimbursement by the Developer to the Authority in the amount of
any costs paid by the Authority pursuant to this Agreement
(d) Take whatever action, including legal, equitable, or administrative
action.which may appear necessary or desirable to collect any payments due under
this Agreement or to enforce performance and observance of any obligation,
agreement or covenant under this Agreement
(e) Enforce the specific performance of this Agreement, which action
must be commenced within one (I) year of the date of failure of a party to
consummate the transactions contemplated herein.
-7?1285so
•7205-2 10
17.3. Revestinz Title in Authority Upon Happening of Event Subsequent to
Conveyance to Developer. In the event that, subsequent to conveyance of the Property
• to the Developer and prior to the issuance of the Certificate of Completion:
(a) subject to Unavoidable Delays, the Developer fails to carry out its
obligations with respect to the construction of the Minimum Improvements
(including the nature and the date for the completion thereof), or abandons or
substantially suspends construction work, and any such failure, abandonment, or
suspension shall not be cured, ended, or remedied within thirty (30) days after
written demand from the Authority to the Developer to do so; or
(b) subject to Unavoidable Delays the Developer fails to cure any
default under this Agreement within 30 days after receipt of notice of Event of
Default
•
Then the Authority shall have the right to re-anter and take possession of
the Property and to terminate and revert in the Authority the estate conveyed
pursuant to the Deed to the Developer, it being the intent of this provision,
together with other provisions of the Agreement, that the conveyance of the
Property to the Developer shall be made upon, and that any instrument conveying
title from the Authority to the Developer of the Property shall contain a condition
subsequent to the effect that in the event of any default on the part of the
Developer and failure on the part of the Developer to remedy, end, or abrogate
• such default within the period and in the manner stated in such subdivisions, the
Authority at its option may declare a termination in favor of the Authority of the
title, and of all the rightsand interests in and to the Property conveyed to the
Developer,and that such title and all rights and interests of the Developer,and any
assigns or successors in interest to and in the Property, shad revert to the
Authority.
17.4. Resale ofReacauired Property: Disposition of Proceeds. Upon the revesting
in the Authority of title to and/or possession of the Property as provided in Section 17.3,
the Authority shall, pursuant to its responsibilities under law, use its best efforts to sell
the Property or part thereof as soon and in such manner as the Authority shall find
feasible and consistent with the objectives of such law and of the Development Plan to
a qualified and responsible parry or parties (as determined by the Authority) who will
assume the obligation of making or completing the Minimum Improvements or such other
improvements in their stead as gha11 be satisfactory to the Authority and in accordance
with the uses specified for the Property. Upon such resale of the Property, the proceeds
thereof shall be applied:
(a) First: to reimburse the Authority for all costs and expenses incurred
by the Authority, including bur not Iimited to salaries of• ersonne
personnel, in connection
with the
gyp . management, and resale of the Property or part thereof(but
less any income derived by the Authority from the property or part thereof in
connection with such management); all taxes, assessments,. and water and sewer
charges with respect to the Property (or, in the event the Property is exempt from
STZe 128540
3205-2 11
taxation or assessment or such charge during the period of ownership thereof by
the Authority, an amount, if paid, equal to such taxes, assessments, or charges (as .
determined by the Authority assessing official) as would have been payable if the
Property were not so exempt); any payments made or necessary to be made to
discharge any encumbrances or liens existing on the Property or part thereof at the
time of revesting of title thereto in the Authority or to discharge or prevent from
attaching or being made any subsequent encumbrances or liens due to obligations,
defaults or acts of the Developer, its successors or transferees; any expenditures
made or obligations incurred with respect to the making or completion of the
Minimum Improvements or any part thereof on the Property; financial assistance
made by the Authority to the Developer(less any portion thereof previously repaid
by the Developer); and any amounts otherwise owing the Authority by the
Developer and its successor or transferee; and
(b) Any balance remaining after such reimbursements shall be returned
to the Developer.
17-5. No Remedy Exclusive. No remedy herein conferred upon or reserved to
the any party in this Agreement is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative and shall be in addition
to every other remedy given under this Agreement or now or hereafter existing at law or
in equity or by statute.. No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver
411
thereof, but any such right and power may be exercised from time to time and as often
as may be deemed expedient In order to entitle the Authority to exercise any remedy
reserved to it, it shall not be necessary to give notice, other than such notice as may be
required in this Section.
17.6. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by any party and thereafter waived by
another party, such waiver aha 11 be limited to the particular breach so waived and shall
not be deemed to waive any other concurrent, previous or subsequent breach hereunder.
18.0. Access to Property and Inspection. Any time and from time to time prior to the
Date of CIosin; Developer, and person or persons selected by Developer shall be permitted
access to the Property for the purpose of conducting such studies and investigations of the
Property as Developer deems appropriate, which studies and investigations shall be conducted at
Developer's sole expense and pursuant to any other terms and conditions of this Agreement
Developer agrees to indemnify Authority against any liability, cost or expense incurred by
Authority as a result of DeveIoper's actions, including but not limited to fines, court costs,
reasonable attorneys' fees and remedial costs.. Such studies may include without limitation,
physically inspecting the Property and reviewing Authority's records concerning the Property
which records X11 be made reasonably available to Developer.
111
s.a 2s5,o
:1U205-2 12
19.0. Miscellaneous. The following general provisions govern this Agreement.
• 19.1. Time is of the Essence. The Date of Closing is of the absolute essence.
In the event this transaction does not close on the Date of CIosing because the Authority
is unable to perform as required by this Agreement, the Agreement shall be null and void
and all Earnest Money shall be immediately refunded to Developer. In the event this
transaction does not close on the Date of Closing because the Developer is unable to
perform as required by this Agreement, this Agreement shall be null and void and all
Earnest Money shall be delivered to the Authority as liquidated damages.
19.2. Governing Law. This Agreement is made and executed under and in all
respects is to be governed and construed under the laws of the State of Minnesota.
19.3. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under this Agreement by either
party to the other shall be sufficiently given or delivered if it is dispatched by registered
or certified mail, postage prepaid,return receipt requested. or delivered personally to the
parties as follows:
Authority: The Mounds View Economic Development
Authority
2401 1-Eghway 10
• Mounds View, MN 55112-1499
Developer.
or at such other address with respect to either such parry as that parry may, from time to
time, designate in writing and forward to the other as provided in this Section.
19.4. Construction. The captions and headings of the various sections of this
Agreement are for convenience only and are not to be construed as defining or as limiting
in any way the scope or intent of the provisions hereof. Wherever the context requires or
permits, the singular shall include the plural, the plural shall include singular, and the,
rnascn;line, feminine and neuter b 11 be freely interchangeable.
19.5. Assignability. This Agreement and the rights set out herein may be
assigned by Developer upon notice to Authority,provided,however,any assignment shall
not release Developer from any liability under this Agreement
19.6. Entire Agreement This Agreement sets forth the entire understanding of
the parties and may be amended. modified or terminated only by an instrument signed by
the parties.
SC27.22590
07203-2 13
19.7. Counterparts. For the convenience of the parties, any number of
counterparts hereof may be executed and each such executed counterpart shall be deemed
an original, but all such counterparts together shall constitute one in the same Agreement.
19.8. Binding Effect This Agreement (including without limitation, the
representations and warranties set forth in Section 7 hereof) shall inure to the benefit of
and bind the respective heirs, executors, administrators and assigns of Developer and
Authority, including without limitation any successor in interest to either Developer or
Authority with respect to this Agreement or the Property or both
19.9. Conflict of Interests; Authority Representatives Not Individually Liable.
The Authority and the Developer, to the best of their respective knowledge,represent and
agree that no member, official, or employee of the Authority shall have any personal
interest, direct or indirect, in this Agreement, nor shall any such member, official, or
employee participate in any decision relating to this Agreement which affects his or her
personal interests or the interests of any corporation, partnership, or association in which
he or she is directly or indirectly interested. No member, official, or employee of the
Authority shall be personally liable to the Developer, or any successor in interest, in the
event of any default or breach by the Authority, or for any amount which may become
due to the Developer or successor or on any obligations under the terms of this
Agreement
19.10. Eaual Employment Opportunity. The Developer, for itself and its
successors and assigns,agrees that during the construction of the Minimum Improvements
provided for in this Agreement it will comply with all applicable federal, State,and Iocal
equal employment and non-discrimination Iaws and regulations.
19.11. Restrictions on Use_ The Developer agrees that prior to the Termination
Date, the Developer, and its successors and assigns: (a) cha11 not discriminate upon the
basis of race, color, creed, sex, national origin, or any other classification prohibited by
law in the sale, lease, rental, or use or occupancy of the Property or any improvements
erected or to be erected thereon, or any part thereof; and (b) shall otherwise comply with
the restrictions on use set forth in this Agreement.
19.I2. Provisions Not Merged With Deeds. None of the provisions of this
Agreement are intended to or shall be merged by reason of any deed transferring any
interest in the Property and any such deed shall not be deemed to affect or impair the
provisions and covenants of this Agreement
19.13. Recording. The Authority may record this Agreement and any
amendments thereto with the Ramsey County recorder. The Developer shall pay all costs
for recording.
19.14. Attorney Fees. Whenever any Event of Default occurs and if the Authority •
shall employ attorneys or incur other expenses for the collection of payments due or to
become due, or for the enforcement of performance or observance of any obligation or
agreement on the part of the Developer under this Agreement, the Developer agrees that
3.7a17.3490
MU2OS-2 14
it shall, within ten days of written demand by the Authority, pay to the Authority the
410 reasonable fees of such attorneys and such other expenses so incurred by the Authority.
19.15 Housing Design and Site Criteria. The Housing Design and Site Criteria
information attached hereto as Exhibit C, is incorporated herein by reference and made
a part of this Agreement as if set forth fully herein. The Housing Design and Site Criteria
general policy and requirements are binding upon the Developer and shall be obligations
upon the Developer unless inconsistent with the provisions of this Agreement.
20.0 Construction of Minimum Improvements.
20.1. Construction of Minimum Improvements_ (a) The Developer agrees that it
will construct the Minimum Improvements on the Property in accordance with the
approved Construction PIans, and at all times prior to the Termination Date will operate
and maintain, preserve, and keep the Minimum Improvements, or cause the Minimum
Improvements to be maintained, preserved, and kept, with the appurtenances and every
part and parcel thereof, in good repair and condition. The Authority shall not have any
obligation to operate or maintain the Minimum improvements.
(b) The Developer will construct the Minimum Improvements in accordance
with all local, State, and federal energy-conservation laws or regulations.
•
(c) The Developer will obtain, in a timely manner, all required permits,
licenses, and approvals; and will meet, in a timely manner, all requirements of all
applicable local, State, and federal laws and regulations which must be obtained or met
before the Minimum Improvements may be lawfully constructed, including, without
limitation, the requirements of any necessary special use permits.
(d) The Developer shall promptly advise the Authority in writing of all
litigation or claims affecting any part of the Nfinimum Improvements and all written
complaints and charges made by any governmental authority materially affecting the
Minimum Improvements or materially affecting Developer or its business which may
delay or require changes in construction of the Minimum Improvements.
(e) The Developer agrees that the Minimum Market Value for the Property
with the Minimum Improvements shall be at least S . The parties agree that this
value for the Minimum Improvements shall be established by the assessed value of the
Property as of the Termination Daze as defined in the Agreement The Minimum Market
Value herein established shall be of no further force and effect and shall end on the
Termination Date as defined in the Agreement
20.2. Construction Plans. (a) Before beginning construction of the Minimum
Improvements, the Developer shall submit to the Authority Construction Plans. The
Construction Plans shall provide for the construction of the Minimum Improvements, as
applicable, and shall be in conformity with this Agreement and all applicable State and
local laws and regulations. The Authority will approve the Construction Plans in writing
if: (i) the Construction Plans conform to the terms and conditions of this Agreement; (ii)
3.7R123590
a17205-2 15
the Construction Plans conform to all applicable federal, State and local laws, ordinances,
rules and regulations; (iii) the Construction Plans are adequate to provide for construction
of the Minimum Improvements; and (iv) no Event of Default has occurred. Approval
may be based upon a review by the City's building official of the Construction Plans. No
approval by the Authority or City shall relieve the Developer of the obligation to comply
with the terms of this Agreement, applicable federal, State and local laws, ordinances,
rules and regulations,or to construct the Minimum Improvements in accordance therewith.
No approval by the Authority shall constitute a waiver of an Event of Default. If
approval of the Construction Plans is requested by the Developer in writing at the time
of submission, such Construction Plans shall be deemed approved unless rejected in
writing by the Authority, in whole or in part. Such rejections shall set forth in detail the
reasons therefore, and shall be made within 30 days after the date of their receipt by the
Authority. If the Authority rejects any Construction Plans in whole or in part, the
Developer shall submit new or corrected Construction Plans within 30 days after written
notification to the Developer of the rejection. The provisions of this Section 20.2 relating
to approval, rejection and resubmission of corrected Construction Plans shall continue to
apply until the Construction Plans have been approved by the Authority. The Authority's
approval shall not be unreasonably withheld. Said approval shall constitute a conclusive
determination that the Construction Plans (and the Minimum Improvements constructed
in accordance with said plans) comply to the Authority's satisfaction with the provisions
of this Agreement relating thereto.
(b) If the Developer desires to make any Material change in the Construction 4111)
Plans after their approval by the Authority, the Developer shall submit the proposed
change to the Authority for its approval. If the.Construction Plans, as modified by the
proposed change,conform to the requirements of this Section 20.2 of this Agreement with
respect to such previously approved Construction Plans, the Authority shall approve the
proposed change and notify the Developer in writing of its approval Such change in the
Construction Plans chart in any event, be deemed approved by the Authority unless
rejected, in whole or in part, by written notice by the Authority to the Developer, setting
forth in detail the reasons therefor. Such rejection shall be made within ten (10) days
after receipt of the notice of such change. The Authority's approval of any such change
in the Construction Plans will not be unreasonably withheld.
(c) The terms of this Simon 20.2 Shalt apply only to the Construction Plans
as herein defined. Any site plan approval, variances, and any other City permit or
'approval required for construction of the.tifinimum Improvements shall be applied for and
processed in accordance with normal City procedures.
•
•
20.3. Commencement and ComIetion of Construction. Subject to Unavoidable
Delays,the Developer chall commence construction of the Minimum Improvements within
days after the date of this Agreement Subject to Unavoidable Delays, the
Developer shall substantially complete the construction of the Minimum Improvements
by _ All work with respect to the lilinimum Improvements to be constructed
or provided by the Developer on the Property cha11 be in conformity with the Construction
PIans as submitted by the Developer and approved by the Authority.
3.77.1.23590
:10205-2 16
The Developer agrees for itself, its successors and assigns, and every successor in
interest to the Property, or any part thereof, that the Developer, and such successors and
assigns, shall promptly begin and diligently prosecute to completion the development of
the Property through the construction of the Minimum Improvements thereon, and that
such construction shall in any event be commenced and completed within the period
specified in this Section 20.3 of this Agreement Subsequent to the Developer's
acquisition of title to the Property, or any part thereof, and until construction of the
Minimum Improvements has been completed, the Developer shall make reports, in such
detail and at such times as may reasonably be requested by the Authority, as to the actual
progress of the Developer with respect to such construction.
20.4. Certificate of Completion. (a) Promptly after substantial completion of the
Minimum Improvements in accordance with those provisions of this Agreement relating
solely to the obligations of the Developer to construct the Minimum Improvements
(including the dates for beginning and completion thereof), the Authority will furnish the
Developer with a Certificate of Completion substantially in the form shown at Exhibit B.
Such certification by the Authority shall be a conclusive determination of satisfaction and
termination of the agreements and covenants in this Agreement with respect to the
obligations of the Developer, and its successors and assions, to construct the Minimum
Improvements, as applicable, and the dates for the beginning and completion thereof.
Such certification and such determination shall not constitute evidence of compliance with
or satisfaction of any obligation of the Developer to any Holder of a Mortgage, or any
110 insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or
any part thereof.
(b) If the Authority shall refuse or fail to provide any certification in
accordance with the provisions of this Section 20.4 of this Agreement,the Authority shall, -
within thirty (30) days after written request by the Developer,provide the Developer with
a written statement,indicating in adequate detail in what respects the Developer has failed
to complete the Minimum Improvements in accordance with the provisions of this
Agreement, or is otherwise in default, and what measures or acts it will be necessary, in
the opinion of the Authority, for the Developer to take or perform in order to obtain such
certification.
(c) The construction of the Minimum Improvements cha11 be deemed to be
substantially completed when the Minimum Improvements have been approved for use
by the responsible inspecting authority.
20.5. Reconstruction of Minimum Improvements. If the Minimum Improvements
are dammed or destroyed before the Termination Date, the Developer agrees, for itself
and its successors and assigns, to reconstruct the Minimum Improvements so that the
tifuiimum Improvements and the Properly have a value equal to the Minimum Market
Value as set forth in and required by Section 20.1(e) of this Agreement The Minimum
1111 Improvements shall be reconstructed in accordance with the Construction Plans, or with
modifications approved by the Authority in accordance with Section 20.2 of this
Agreement
saazass,c
MC205-2 17
20.6. Property Taxes: Special Assessments. After closing on the Property, the
Developer shall pay all real estate taxes and special assessments on the Minimum
Improvements and the Property as they become due. The Developer shall not cause the
Property to be removed from the public tax rolls or to become exempt from assessment
for general real estate taxes by reason of any conveyance,lease,abatement, or other action
prior to the Termination Date.
20.7. Survival of A`reement. The terms of this Section 20 shall survive closing.
•
S'.T'tc LSS90
:4=1.1 —2
18
The parties hereto have executed this Agreement as of the day and year set forth below.
•
DEVELOPER
Dated By
Its
Dated By
Its
AUTHORITY: THE MOUNDS VIEW
ECONOMIC DEVELOPMENT
AUTHORITY
Dated By
Its President
•
Dared By
Its Executive Director
•
SJR123590
W205-2 19
EXHIBIT A
•
Legal Description of Property
The Northwesterly 224 feet of the Southeasterly 249 feet of Lot 1, Block 1,
Mounds View Industrial Addition, according to the plat thereof, Ramsey County,
Mtanesota-
•
S
WR123590
=OS-2 A-1
EXHIBIT B
to
• PURCHASE AND REDEVELOPMENT AGREEMENT
FORM OF CERTIFICATE OF COMPLETION
The undersigned certifies that except as may be specified below, has fully
and completely complied with its obligations under Paracaph 20 of that document entitled
'Purchase and Redevelopment Agreement", dared between the Mounds View
Economic Development Authority and with respect to construction of the
Minimum Improvements on the Property legally described therein, in accordance with the
approved Construction Plans and is released and forever discharged from its obligations to
construct under such above-referenced Para;saph.
Dared: MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
• By
Its Executive Director
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this day of
1997, by and ,
Director respectively, of The Mounds View Economic Development Authority,t and Executive
a public body
corporate and politic, under the Iaws of the State of Minnesota on behalf of the public body
corporate and politic.
Notary Public
This document drafted by: •
KENNEDY DY & GRAVEN, CHARTERED
470 Pillsbury Center
Minneapolis, AN 55402
(612) 337-9300
•
S.- .29S9C
:1u205-z 11-1
EXXHIsrr C
to •PURCHASE AND REDEVELOPMENT AGREEMENT
HOUSENG DEVELOPMENT AND SITE CRITERIA
•
•
SZR:.22540
0205-2 B_2
Item No. 7D
Staff Report No. EDA-97-89C
• Meeting Date 10-13-97
Type of Business EDAB
WK: Work Session;PH:Public Hearing;
CAMounds View Economic DevelopmentenAuthor.ida;EDAB:EDA usiness
Staff Report Authority
To:
From: Mounds View Economic Development Authority
Cathy Bennett, Director of Economic Development
Item Title/Subject: Consideration of Resolution No. 97-EDA74 Approving a Purchase
Agreement with Meridian Properties Real Estate Development
Limited Partnership for the sale of 2625 Highway 10.
Date of Report: October 10, 1997
At a special work session on August 18, 1997 the City was presented with the preliminary
discussion regarding a commercial development that included EDA owned land at 2625
Highway 10. With a favorable response, Told Development has proceeded to draft preliminary
site plans and has negotiated purchase agreements for several homes on Eastwood. In addition,
Told Development presented staff and the EDA with a draft purchase agreement at the work
0 session on October 2, 1997
Attached is a revised purchase agreement which has been reviewed by the EDA Real Estate
Attorney at Kennedy& Graven. Told Development is proposing to purchase the property for
$125,000 with$10,000 earnest money as a deposit.
The agreement contains a review date of 180 days to enable Told Development to go through
the City process for zoning change, revision to the comprehensive plan, vacation of public street,
major subdivision and development review. In addition, Told will have the option to extend the
review date for two consecutive periods of 90 days each with the deposit of$5,000 for each
extension of which the second 90 day deposit of$5,000 is non refundable. In addition, the
agreement adds a provision that if the buyer terminates the agreement by reason of any of the
contingencies then the EDA would be eligible to collect out-of-pocket expenses for the
transaction relating to the sale.
The agreement notes that the EDA would be required to hold a public hearing on the sale
land which can be scheduled within the 180 day review period. of the
Attached is Resolution No. 97-EDA72 which would approve and authorize the execution of the
Purchase Agreement with Meridean Properties Real Estate Development(DBA Told
Development) for the sale of 2625 Highway 10.
0
I
RESOLUTION NO. 97-EDA74 •
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING AND AUTHORIZING A PURCHASE AGREEMENT WITH
MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT LIMITED PARTNERSHIP
FOR THE SALE OF 2625 HIGHWAY 10
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) Pursuant to Minnesota Statues, Sections 469.124 to 469.134 and 469.090
to 469.108 (collectively,the"Act")
(b) Pursuant to and in furtherance of the objectives of the Act,the Authority
has undertaken a program to promote development and redevelopment of
certain land within the City of Mounds View and in connection is engaged •
in carrying 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) The redevelopment and development of property within the Project by
private developers are stated objectives of the Project Plan
(f) The Authority acquired approximately .68 acres of land located at 2625
Highway 10 (the"Property")per Resolution No. 95-EDA34 per the
objectives stated above.
(g) Meridian Properties Real Estate Development Limited Partnership (the
"Developer") is offering to purchase the Property from the EDA for an
amount of$125,000 of which terms of the sale is outlined in the attached
purchase agreement(the"Agreement).
2. The Board hereby determines that the Authority's execution of the Agreement and
subsequent sale of the Property would be in furtherance of the Project Plan and hereby approves
and authorizes said actions, including the execution of the Agreement by the officers of the
Authority in their discretion and at such time, if any, as they may deem appropriate. •
• EDA RESOLUTION NO. 97-EDA74
PAGE TWO OF TWO
3. Upon execution and delivery of the Agreement,the officers and employees of the
Authority (including members of the City staff; acting in their capacity as staff to the Authority
as well) are hereby authorized and directed to take or cause to be taken such actions as may be
appropriate or necessary on behalf of the Authority to implement the Agreement, including the
sale of the Property, with the assurances that the contingencies are met prior to closing.
4. The Board hereby determines that the execution and performance of the
Agreement will help realize the public purposes of the Act and are in furtherance of the Project
Plan.
Adopted by the Board of Commissioners of the Mounds View Economic Development
Authority on October 13, 1997.
BY:
Duane McCarty, President
•
ATTEST:
Cathy Bennett, Executive Director
•
PURCHASE AGREEMENT .
THIS AGREEMENT is made and entered into as of this day of October, 1997, by and
between THE CITY OF MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY (hereinafter
"Seller") and MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT LIMITED
PARTNERSHIP, a Minnesota limited partnership (d/b/a TOLD Development Company), its successors,
assigns or designees (hereinafter "Buyer").
1. SALE AND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to
purchase from Seller, certain real property located at County Road I and Highway 10, legally described
on Exhibit "A" attached hereto, City of Mounds View, State of Minnesota (the "Property") as depicted
on Exhibit "B" attached hereto consisting of approximately .67 acres, as determined by survey.
2. PURCHASE PRICE. The Purchase Price of said Property shall be One Hundred
Twenty-five Thousand and NO/100 Dollars ($125,000.00), payable as follows:
2.1 Ten Thousand and 00/100 Dollars ($10,000.00) "Earnest Money" in the form of
an irrevocable letter of credit, to be deposited with Seller within five (5) business days after acceptance
of this Agreement by Seller. The sole duties of Escrow Agent shall be those described herein, and
escrow agent shall be under no obligation to determine whether the other parties hereto are complying
with any requirements of law or the terms and conditions of any other agreement among said parties. •
Escrow Agent may conclusively rely upon and shall be protected in acting upon any notice, consent,
order or other document believed by it to be genuine and to have been signed or presented by the proper
party or parties. Escrow Agent shall have no duty or liability to verify any such notice, consent, order
or other document, and it sole responsibility shall be to act as expressly set forth in this Agreement.
Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in
connection with this Agreement unless first indemnified to it satisfaction. Escrow Agent may consult with
respect to any question arising under this Agreement and shall not be liable for any action taken or
omitted in good faith upon advice of such counsel. Any interest on said Earnest Money, if converted to
cash, shall be for benefit of Buyer.
The Letter of Credit described herein (and any replacements thereof) shall: (a) have
an expiration date no earlier than nine (9) months from the date of this Agreement; (b) be issued by
Riverside Bank; (c) be an irrevocable and unconditional sight draft letter of credit; (d) require payment
to Seller upon presentation of the Letter of Credit together with an affidavit of Seller stating that either
Buyer has breached the terms of this Purchase Agreement or Buyer has failed to replace the Letter of
Credit at least thirty (30) days prior to its expiration with a replacement Letter of Credit which satisfies
the terms and conditions described herein.
2.2 At Closing, Buyer shall pay in cash or certified funds or by wire transfer of
immediately available funds the entire Purchase Price of One Hundred Twenty-five Thousand and
NO/100 Dollars ($125,000.00), less prorations or credits (as defined in Section 7), and the Letter of •
Credit shall be returned to Buyer.
3. SURVEY: TITLE EXAMINATION. Buyer will obtain a survey of the Property
which (a) shall be certified as of a current date in favor of Buyer and Old Republic Title Insurance
Company, in accordance with the "Minimum Standard Detail Requirements for Land Title Surveys",
Class A Survey 1992, jointly established by the American Congress on Surveying and Mapping and The
American Land Title Association, (b) shall be prepared by a registered land surveyor for the State of
Minnesota with his or her seal affixed and dated, (c) shall contain a legal description identical to that set
forth in the title insurance commitment described below, and (d) shall otherwise show matters and contain
a certification satisfactory to Buyer in its sole discretion. Seller agrees to provide a copy of an existing
1995 survey of the Property to Buyer as soon as possible after execution of this agreement.
Buyer will, within ten (10) days of receipt of a proper legal description from Seller, for
the cost of the title insurance policy as described above, obtain a current commitment for a policy of title
insurance (ALTA-B, 1970), together with copies of all items referenced therein, issued by Old Republic
Title Insurance Company and showing marketable title vested in Seller, subject only to such
encumbrances as Buyer may accept in its sole discretion. Buyer will place its application for such
commitment with the main office of Old Republic Title Insurance Company at 400 Second Avenue South,
Minneapolis, Minnesota 55401, Attention: Karen Butler, (612)371-1111. Seller shall provide to Buyer
a copy of any policy of title insurance for the Property which Seller may have. Such commitment will
include-(a) proper searches covering bankruptcies, State and Federal judgements and liens, taxes and
special assessments, and (b) any endorsements required by Buyer, together with copies of each and every
document referred to in such commitment. Buyer shall be allowed thirty (30) days after receipt of last
oto be received of said survey and said commitment for examination of said title and making of any
bjections thereto, said objections to be made in writing or deemed to be waived. In the event Buyer
closes on the purchase of the Property, Buyer shall receive a credit for the cost of the title commitment
only, against the Purchase Price.
If any title objections are so made, the Seller shall be allowed 60 days to make such title
marketable. Pending correction of title the Closing shall be postponed, but upon correction of title and
within 10 days after written notice to Buyer, the parties shall perform this Agreement according to its
terms.
At Closing, said commitment shall be endorsed to update the effective date through the date
of recording, to delete standard exceptions for mechanic's liens, survey and parties in possession and to
show Buyer as fee owner of the Property.
If said title is not marketable and is not made so within 60 days from the date of written
objections thereto as above provided, Buyer, at its sole option, may by written notice to Seller either (i)
declare this Agreement null and void or (ii) close this transaction. If this Agreement is made null and
void by reason of either Seller's or Buyer's failure to make title corrections pursuant to this Section 3,
neither party shall be liable for damages hereunder to the other, and all earnest money theretofore paid
by Buyer shall be refunded.
If title to the Property is found marketable or is so made within the above-described time
eriods, and if the Buyer is in default pursuant to this Agreement and continues in default for a period
of 10 days, then in that case Seller may terminate this Agreement, and on such termination, all payments
made upon this Agreement shall be paid to Seller pursuant to Section 2, time being of the essence hereof.
4. CONDITIONS PRECEDENT. In the event any of the conditions set forth in this
Section 4 shall not have been fulfilled on or before the "Review Date" as defined hereinafter, Buyer, in
its sole discretion, may terminate this Agreement by giving written notice thereof to Seller on or before
the Closing Date, specifying in such notice the condition which has not been fulfilled, and thereupon all
earnest monies shall be paid to Buyer. The fulfillment of the conditions of this Article 4 are for Buyer's
sole benefit. Buyer may, in its sole discretion, waive (conditionally or absolutely) the fulfillment of any
one or more of the conditions, or any part thereof, specified herein, but only by giving written notice
thereof to Seller at any time and from time to time on or before the Closing Date. Any failure of Buyer
to provide such written notice shall not be deemed a waiver of the fulfillment of any such condition. For
purposes hereof, the Review Date shall be one hundred eighty (180) days from the date of this
Agreement. In the event Buyer is unable to satisfy the conditions set forth herein on or before the Review
Date, Buyer, upon providing written notice to Seller on or before the Review Date, shall have the right
to extend the Review Date for two (2) separate periods of ninety (90) days each, upon deposit of a
promissory note of $5,000.00 as additional Earnest Money for each such extension ("Additional Earnest
Money"). Buyer's right to the second such ninety (90) day extension shall be subject to the consent of
Seller. Such Additional Earnest Money shall be applicable to the Purchase Price but refundable only in
the event of a default of Seller.
4.1 Buyer shall have been able to obtain all necessary governmental approvals and
permits with regard to all applicable environmental, construction, zoning, platting, signage, subdivision,
lot split, D.O.T access and turn lane agreements and other land use laws, ordinances and regulations and
codes for the construction and use of the Property (and adjacent property) as Buyer intends.
4.2 Buyer shall have been able to determine that all necessary utilities, including, but
not limited to, natural gas, sanitary sewer, storm sewer and water, are located at the property line and
are of adequate capacity to serve the development of the Property contemplated by the Buyer.
4.3 Buyer shall have been able to conduct such soil tests, environmental assessments
or other tests or investigations as are consistent with its interest hereunder, the results of which shall be
acceptable to Buyer in its sole discretion.
4.4 Buyer shall have been able to determine the costs of the site for new construction
and the feasibility of the proposed project based upon said costs and said costs are acceptable to Buyer
in its sole judgement.
4.5 Buyer shall have been able to make application to applicable governmental units
and/or quasi-governmental entities and to obtain any and all governmental or quasi-governmental aid or
subsidies necessary, in Buyer's sole judgement, for development of the Property in an economically
feasible manner.
4.6 Buyer shall have been able to enter into a net lease agreement with an anchor tenant
of its choice on terms and conditions acceptable to Buyer in its sole discretion.
•
-3-
c4.7 Buyer shall have been able to obtain financing for the project on terms and
onditions acceptable to Buyer in its sole discretion.
4.8 Buyer shall have entered into binding purchase agreements with the owners of
certain adjacent property and can simultaneously close on the purchase of the Property and said adjacent
parcels.
4.9 Buyer shall have agreed to the form of quit claim deed to be given by the Seller,
which quit claim deed, Buyer agrees, shall contain restrictions which run with the land which prohibit
the use of the Property as an adult bookstore, adult movie theater, or massage parlor in each case whose
business is the sale, rental or promotion of sexually explicit material acts or entertainment and to which
admission is restricted due to age.
4.10 In the event Buyer fails to receive approval of the development of the Property at
a public hearing, this Agreement may be terminated by either Seller or Buyer.
Seller shall cooperate with Buyer in accomplishing the conditions precedent
contained in this Section 4, including but not limited to Seller's providing or obtaining any relevant
information, certifications or applications, investigating the history of the Property and executing
documents but said cooperation is not intended to apply to matters before the City of Mounds View.
Buyer agrees to provide copies of all relevant information and reports that Buyer obtains during its
ili• spection period other than information regarding potential tenants and users of the Property or financial
r proprietary information about Buyer. Seller shall provide copies of soil tests, compaction tests and
any other engineering reports applicable to development on the Subject Property. In the event Buyer
terminates this Agreement within the Review Period or any extension thereof, Buyer agrees to reimburse
Seller for any third party out-of-pocket expenses incurred by Seller (including reasonable attorneys' fees
and disbursements) in reviewing and approving this Purchase Agreement, including negotiation and
preparation of any documentation necessary under Sections 4.9 or 6. This shall not require Buyer to
reimburse Seller for such costs incurred by the city in conducting its review of the project or approvals
in Section 4 hereof.
5. SELLER'S WARRANTIES AND COVENANTS.
5.1 Seller has not received (a) any written notice from any state or local authority
having jurisdiction over the Property of any violation of any law, regulation, ordinance or code affecting
the Property, or (b) any written notice of any liabilities or threatened litigation or anticipated
condemnation with respect to any part of the Property.
5.2 To the best of Seller's knowledge which knowledge for purposes hereof is limited
to the actual knowledge of Catherine Capone Bennett without additional inquiry and except as indicated
in the Phase I provided to Buyer by Seller (a) there does not exist, in or under the Property, any
contaminant, pollutant, toxic, or hazardous waste, the release of disposal of which is regulated by any
w, regulation, ordinance or code, including, but not limited to asbestos, PCB's, urea formaldehyde, and
it products (collectively "Contaminants"), (b) the Property has not been used as a sanitary landfill,
-4-
dump, industrial waste disposal area, or any other similar usage; (c) no hazardous or toxic materials, as
such terms are defined under applicable local, state and federal laws and regulations, exist on the surface
or subsurface of the Property or in any surface waters or ground waters on or under the Property; and
(d) it is in compliance with all applicable environmental laws, regulations, ordinances and orders relating
to the Property. •
5.3 Seller shall indemnify and hold Buyer harmless from and against any claim, loss
or expense, including reasonable attorneys' fees, arising out of any material breach of the representations,
warranties and covenants contained in this Section 5.
5.4 Seller represents and warrants that no person has any option to purchase all or any
portion of the Property, nor shall any person have any right of first refusal or similar right with respect
to all or any portion of the Property. Seller may not, without Buyer's prior written consent (which shall
not be unreasonably withheld) convey, encumber or assign the Property or its rights under this
Agreement.
5.5 Seller has no notice or knowledge of any planned or commenced public
improvement which may result in special assessments or otherwise materially affect the Property or
government agency or court order requiring repair, alteration or correction of any existing condition.
Except as specifically set forth hereinabove, Buyer is taking title to the Property
in "as is" condition. The representations, warranties and covenants set forth in this Section 5 shall be
deemed remade as of the closing of the sale and purchase contemplated herein (the "Closing") and shall, •
together with the indemnity obligation contained herein, survive Closing.
6. CLOSING. Unless changed as provided herein, the Closing shall be held at the
office of the Title Company in Minneapolis, Minnesota or in the office of Buyer's lender's attorney, as
designated by Buyer, on or before the date thirty (30) days after the Review Date ("Closing Date").
Buyer shall have the option to accelerate the Closing Date upon thirty (30) days prior written notice to
Seller.
6.1 At Closing, Seller shall deliver to Buyer (a) a quit claim deed to the Property
subject only to those exceptions to title which Buyer has accepted pursuant to Sections 3 and 4.10 and
which describes the Property by legal description identical to that shown on the title insurance
commitment and survey, (b) evidence satisfactory to the title company that the deed and other closing
documents have been validly authorized, executed and delivered by Seller, (c) an affidavit certifying that
(i) there are no mortgages, judgment liens or other encumbrances of any nature whatsoever affecting the
Property except as set forth in the title insurance commitment; (ii) there are no rights of possession, use
or otherwise, outstanding in third persons by reasons of unrecorded leases, land contracts, sale contracts,
options or other documents, and (iii) no other unpaid-for improvements have been made, or materials,
machinery or fuel delivered to the Property within the one hundred-twenty (120) days immediately
preceding the date of closing, which might form the basis of a mechanic's lien upon the Property, and
(d) all other documents required by this Agreement or by the Title Insurance Company to issue a policy •
in the form described in Section 3.
-5-
6.2 At Closing, Buyer shall pay to Seller the balance of the Purchase Price pursuant
illto Section 2. The following adjustments shall be made at Closing:
6.2.1 Seller shall pay all delinquent real estate taxes, including penalties and interest due
and payable, and all agricultural use tax recoupment for years through the year of closing, if any, and
all special assessments due, pending or levied. Seller shall pay or credit on the purchase price, all real
estate taxes levied or assessed for years prior to the closing, and a portion of such taxes levied or assessed
in the year of closing, prorated through the date of closing. Proration of undetermined taxes shall be
based on a 365-day year and on the most recent available tax rate and valuation giving effect to applicable
exemptions, recently voted millage, change in valuation, etc., officials as of that date, and the amounts
so computed shall be adjusted within thirty (30) days after the actual tax amounts are available in the year
of closing, and, if the valuation should be contested, readjusted between the parties upon final
determination of the actual year of closing taxes.
6.2.2 Buyer shall pay the premium for Buyer's title insurance policy including all
required endorsements and the cost of the Survey. Buyer and Seller shall each pay for one-half of any
closing fees.
6.2.3 Seller shall pay for any deed stamp tax or transfer tax due with respect to the
warranty deed. Buyer shall pay all recording fees.
0 7. RIGHT OF ENTRY: INDEMNITY. During the term hereof, Buyer, its agents and
employees shall have the right to enter upon the Property for the purposes described in Sections 3 and
4 hereof and for any other reasonable purpose. Buyer agrees to indemnify and hold Seller harmless from
and against any claim, loss or expense, including reasonable attorneys' fees, to the extent such are caused
by Buyer pursuant to this Section 7.
8. DEFAULT: TERMINATION. If either party shall default in any of its respective
obligations under this Agreement, the other party may, by written notice to such defaulting party
specifying the nature of the default and the date on which this Agreement shall terminate (which date shall
be not less than twenty (20) days after the giving of such notice), terminate this Agreement and upon such
date, unless the default so specified shall have been cured, this Agreement shall terminate. If this
Agreement is terminated by Seller for Buyer's default, the earnest money shall be forfeited to and retained
by Seller as agreed final liquidated damages and shall become the sole and exclusive property of Seller
and Buyer shall deliver to Seller copies of all reports (other than prospective tenants) to Seller. If this
Agreement is terminated by Buyer for Seller's default or as otherwise provided in this Agreement, such
earnest money shall thereupon be returned to Buyer and Buyer shall have the right to seek all remedies
available at law or in equity including without limitation, specific performance. Seller agrees that Buyer
is entitled to specific performances of the Agreement.
If any litigation or other legal action results from a breach of this Agreement, the
losing or defaulting party shall pay the prevailing or non-defaulting party an amount equal to the
revailing or non-defaulting party's reasonable attorneys' fees and other reasonable costs in connection
herewith. The provisions of Section 8 shall survive closing.
-6-
9. MISCELLANEOUS. •
9.1 Wherever in this Agreement it shall be required that notice or demand be given by
either party to this Agreement to or on the other, such notice or demand shall not be deemed given or
served unless in writing and forwarded by registered or certified mail, postage prepaid or by confirmed
facsimile transmission, addressed as follows: (The date of transmission of the facsimile or the date
deposited in the U.S. mail or with an expedited delivery carrier, shall be deemed the date of notice. Any
date of performance falling on a Saturday, Sunday or holiday shall be deemed to occur on the first non-
holiday weekday, next occurring.)
To Seller at: Director of Economic Development
City of Mounds View - Economic Development Authority
2401 Highway 10
Mounds View, MN 55112
Attn: Catherine Capone Bennett
Fax No.: (612)784-3462
To Buyer at: Meridian Properties Real Estate Development L.P.
c/o TOLD Development Company
6900 Wedgwood Road, Suite 100
Maple Grove, MN 55311
Fax No.: (612)420-7574
9.2 Risk of loss shall remain with Seller until the date of Closing. Seller shall promptly
notify Buyer if the Property is substantially damaged by any casualty or if condemnation proceedings are
commenced with respect to any part of the Property. If either of the events described above occurs prior
to the Closing Date, Buyer may, at its option, terminate this Purchase Agreement by written notice given
to Seller within ten (10) days after receipt of notice from Seller hereunder. If this Purchase Agreement
is not so terminated, Buyer shall be obligated to close and shall thereafter be entitled to receive and retain
all insurance proceeds or condemnation awards attributable to the event in question.
9.3 Except as expressly provided to the contrary herein, Seller agrees to indemnify,
defend and hold Buyer harmless from and against any claim, loss, damage or expenses, including
reasonable attorneys' fees, relating to the Property, caused by any action or failure to act of Seller and
arising or accruing prior to Closing.
9.4 INTENTIONALLY DELETED.
9.5 This Agreement may be executed in separate counterparts. When counterparts have
been executed and delivered by all parties, they shall constitute one integrated Agreement which shall be
binding to the same extent as if all parties had executed the same counterpart.
9.6 This Agreement and any Rider attached hereto constitute the entire agreement
between the parties with respect to the subject matter hereof. Neither party is relying upon any
H:\TOM\MOUNDSV.PUR 10.10.97 -7-
4
representations of the other party or its agents. This Agreement shall be governed by the laws of the
tate of Minnesota.
9.7 This Agreement shall be binding on and inure to the benefit of the parties hereto,
their respective heirs, successors and assigns.
9.8 Seller shall, at the request of Buyer, execute a memorandum of the terms of this
Agreement, excluding the price, which memorandum shall be in recordable form and shall, at Buyer's
discretion, be recorded in lieu of this Agreement.
9.9 Neither Seller nor Buyer have dealt with a broker on this transaction. Buyer will
be responsible for any commission or fee due to Terry Moses, who represented Buyer on purchases of
adjacent parcels.
10. SELLER'S ACCEPTANCE. This offer shall be null and void if not accepted on
or before October 30, 1997.
IN WITNESS WHEREOF, Seller and Buyer have caused this instrument to be
executed as of the day and year first above written.
SELLER: CITY OF MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
•
By:
Its: Date:
BUYER: MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT LIMITED
PARTNERSHIP, a Minnesota limited partnership
By:
Its: General Partner Date:
•
H:\TOM\MOUNDSV.PUR 10.10.97 -8-
EXHIBIT "A" •
Legal Description
(To be attached by Seller.)
H:\TOM\MOUNDSV.PUR 10.10.97 -9-
? Item No. 7F
Staff Report No. EDA-97-90C
Meeting Date 10-13-97
III Type of Business EDAB
WK: Work Session;PH:Public Hearing;
CA:Consent Agenda;EDAB:EDA Business
Mounds View Economic Development Authority
Staff Report
To: Mounds View Economic Development Authority
From: Cathy Bennett, Director of Economic Development
Item Title/Subject: Consideration of Resolution No. 97-EDA67 Approving and
Authorizing the Execution of a Development Assistance Agreement
with The Everest Group for Building N
Date of Report: October 10, 1997
Overview:
At the May 12, 1997 EDA meeting specific terms for a development assistance agreement were
presented to the EDA and a motion was made to direct staff to prepared a development assistance
agreement accepting the terms as presented. A revised agreement was presented to the EDA for
consideration on August 25, 1997. At that time the Everest Group was requesting that the EDA
III extend the term required to complete the 103,000 square foot Building N in the Mounds View
Business Park from 1999 to 2002. In addition, staff was requesting that a contingency be
included in the resolution that would require that an agreement regarding the payment of park
dedication fees be reached prior to execution of the development agreement. The EDA board
decided to table consideration of this item until the park dedication fee issue was resolved.
Development Assistance Agreement:
With the most recent negotiations the final development assistance agreement for building N
includes the following terms.
1. The assistance package would provide The Everest Group with a maximum 15 year pay
as you go note at 90/10 split. This would reimburse for the fair market value of the land
and TIF eligible public and site improvements to be estimated and attached to the
agreement as Exhibit D and E.
2. The developer will provide satisfactory written substantiation of the amount and nature of
the Development Costs for which reimbursement is sought and only Available Tax
Increment will be used to pay the amounts otherwise due on the EDA Note.
3. The land value of$615,000 is based upon an appraisal commissioned by the EDA and
• paid by Everest.
City of Mounds View Staff Report
October 10, 1997
Page 2
•
4. The increment will be pledged subject to the EDA's district debt service or prior bonds.
5. Everest's development and contractor profit is not covered as a reimbursable expense.
6. Everest will have until Dec. 31, 1999 (two years)to construct the project with pay-as-
you-go provisions applicable only after construction is complete. The final payment date
can not exceed February 1,2013.
7. Assessable public improvements can be done by the City and assessed against the
property if and when the City wished to complete improvements to Program Avenue.
8. No provision was made that would expose risk to the EDA due to changes at the State
legislature by the reduction of the commercial/industrial tax classification rates. The
increment would incorporate any reduction in the classification rate which may reduce
the amount reimbursed to Everest.
9. The EDA would agree to give Everest the right to transfer the property and/or assign the
agreement to a third party,prior to the execution of a certificate of completion, subject to
a reasonable creditworthiness standards to be applied to the transferee and the transferee's
assumption of the Development Assistance Agreement.
10. An interest rate of 8%would be applied to the present value of$1.2 million and would
begin accruing upon the signature of the certificate of completion rather than upon
execution of the agreement.
11. The Everest Group would be required to make a payment of$56,771 to the City of
Mounds View for Park Dedication Fees due prior to execution of the agreement.
Conclusions:
The development assistance agreement will include the provisions outlined above. I have
included a statement in the resolution that the execution of the development agreement can not
be made until the Developer makes a payment of$56,771 to the City for Park Dedication Fees
due.
410
City of Mounds View Staff Report
October 10, 1997
Page 3
• History:
In 1993,Everest requested$900,000 of TIF assistance over 13 years at 9% interest with a 90\10 split.
This was in response to a company that was willing to lease 70 percent of the facility from Everest.
There was no information provided to the EDA with regards to the proposed tenant. At that time
Everest was willing to reduce the duration of the agreement from 13 to 10 years.
The EDA decided to offer Everest$450,192 of assistance for 5-7 years at 7% interest with an 85\15 split.
Everest was willing to accept a total of$450,000 for 11-12 years at 8.5% interest. There was no
agreement on the negotiations and therefore the project did not proceed in 1993. Everest informed the
City that due to the lack of TIF the proposed tenant had elected to locate elsewhere.
In 1994, discussions were open again for the development of Building N due to Everest's negotiations
with a "mystery company". The proposal,which was done by Casserly, Molzahn&Associates,
requested$808,441 for 9 years at 7% interest at an 85\15 split. Through these negotiations,the EDA
made informal decisions with regards to parameters for use of TIF. Those parameters included the
EDA's desire to use TIF for an owner occupied building verses a leased facility. The EDA did note that
they would consider a long term leased project(for at least the duration of the TIF agreement) if the
EDA had prior knowledge of the company prior to signing an agreement. Again,this proposal did not
proceed as the "mystery company"never materialized.
• Again in 1995,the Everest Group came to the EDA to reconsider the decision to have an owner
occupied building prior to signing a development agreement. They were ready to build the
building but did not have a tenant at this time. The EDA held firm on their decision to wait until
a strong tenant or owner was identified prior to entering into a development assistance
agreement.
In July of 1996, Everest brought forward a request for$1.3 million pay-as-you-go agreement
over 15 tax increment years with an interest rate of 7% and a 90/10 split. This proposal equals
approximately $4.28 per sq.ft. of assistance. After reviewing the proposal with Chuck and bond
attorney Jim O'Meara an offer was made for an 8-year pay-as-you-go agreement at 7% interest
which equaled approximately$2.75 per sq. ft. of assistance plus the willingness to negotiation on
a low interest loan with the company that was tied to the agreement rather than a grant which was
originally requested by Everest. Our proposal was not accepted by Everest. They said it was
not economically feasible due to the competition and amount of dollars that were invested into
the land.
After analyzing financial information and through much discussion regarding this project it was
decided that a 15 year pay-as-you-go agreement did not pose additional risk upon the City but
allows for an equitable time frame to pay back the developer for costs incurred on the project.
The most recent proposal included a 15 year, 90/10 split pay-as-you-go assistance package which
equaled $1.1 million present value assistance to Everest. At that time staff felt that to make this
faproject work this was a proposal that they could support and over the long run is a good
development for the City. Therefore, staff was directed to put together the specifics of the
1
City of Mounds View Staff Report
October 10, 1997
Page 4
development agreement. What followed was discussions back and forth on how the development 1111
assistance agreement would be structured. Specifically the issues included the substantiation of
reimbursable costs and putting a cap on the amount of increment collected. The final terms were
not agreed upon by both parties therefore the negotiations once again failed.
The developer once again initiated consideration of the development assistance agreement
accepting most of the terms presented above and an appraisal was issued on the property by the
City. Also at this time the EDA requested that the developer submit a deposit for further
evaluation of the agreement prior to the continuation of negotiations. A deposit of$1,000 was
submitted and staff proceeded to put together a revised agreement. This lead to the meeting in
August when the item was tabled by the EDA.
•
•
RESOLUTION NO. 97-EDA67
1111/ CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A
DEVELOPMENT ASSISTANCE AGREEMENT WITH THE EVEREST GROUP, LTD.,
REGARDING THE BUILDING"N" PROJECT
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) Pursuant to Minnesota Statues, Sections 469.124 to 469.134 and 469.090
to 469.108 (collectively, the"Act")
(b) Pursuant to and in furtherance of the objectives of the Act,the Authority
has undertaken a program to promote development and redevelopment of certain
land within the City of Mounds View and in connection is engaged in carrying 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) The redevelopment and development of property within the Project by
private developers are stated objectives of the Project Plan
(e) In order to achieve the objectives of the Project Plan, the Authority has
determined to provide substantial aid and assistance through the financing of certain of
the public costs of development
(t) The Everest Group, Ltd. (the "Developer"), has presented the Authority
with a proposal for the completion of certain improvements within the Project, consisting
generally of the construction of an approximately 103,000 square foot building, and a
certain Development Assistance Agreement between the Authority and the Developer
(the"Development Agreement") stating the terms and conditions thereof and the
Authority's responsibilities respecting the assistance thereof has been presented to the
Board for its consideration.
2. The Board hereby determines that the Authority's execution and performance of
• the Development Agreement would be in furtherance of the Project Plan and hereby approves the
Development Agreement, substantially in the form presented to the Board and hereby authorizes
the officers of the Authority in their discretion and at such time, if any, as they may deem
RESOLUTION NO. 97-EDA67
PAGE TWO OF TWO •
appropriate to execute the same on behalf of the Authority and with any other such additions and
modifications as those officers may deem desirable or necessary as evidenced by their execution
thereof; provided that the Authority's execution and delivery of the Development Agreement
shall be conditioned on the fact that the Developer shall first pay a Park Dedication Fee of
$56,771.00.
3. Upon execution and delivery of the Development Assistance Agreement, the
officers and employees of the Authority(including members of the City staff, acting in their
capacity as staff to the Authority as well) are hereby authorized and directed to take or cause to
be taken such actions as may be appropriate or necessary on behalf of the Authority to implement
the Development Assistance Agreement, including without limitation issuance of the EDA Note
and execution of the Certificate of Completion under the Development Assistance Agreement.
4. The Board hereby determines that the execution and performance of the
Development Assistance Agreement will help realize the public purposes of the Act and are in
furtherance of the Project.
Adopted by the Board of Commissioners of the Mounds View Economic Development
Authority on August 25, 1997.
BY:
Duane McCarty, President
ATTEST:
Cathy Bennett, Executive Director
•