HomeMy WebLinkAbout08-26-2013CITY OF MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY MEETING AGENDA
MOUNDS VIEW CITY HALL
Monday, August 26, 2013
6:30 PM
1. CALL TO ORDER
2. ROLL CALL: President Flaherty, Vice President Gunn, Commissioner
Hull, Commissioner Meehlhause, Commissioner Mueller
3. APPROVAL OF AGENDA
4. PUBLIC INPUT:
Citizens may speak to issues not on tonight's agenda. Before speaking, please give your
full name and address for the minutes. Also, please limit your comments to three
minutes.
5. APPROVAL OF MINUTES
A. July 8, 2013, EDA Minutes
6. CONSENT AGENDA
7. EDA BUSINESS
A. Resolution 13 -EDA -281 Authorizing and Approving the Authority's Purchase
Offer for the Property Located at 5420 Adams Street, Mounds View, Ramsey
County, Minnesota, and Approval of the Terms and Conditions and Purchase
Agreement
8. REPORTS
A. Discuss Potential RFQ for Land Development Planning Services for Southeast
Corner of County Road 10 and County Road H2 (verbal report)
B. Discuss Mounds View Emergency Deferred Loan Criteria (verbal report)
9. NEXT EDA MEETING: Monday, September 9, 2013, at 6:30pm
10. ADJOURNMENT
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PROCEEDINGS OF THE MOUNDS VIEW EDA
CITY OF MOUNDS VIEW
RAMSEY COUNTY, MINNESOTA
Regular Meeting
July 8, 2013
Mounds View City Hall
2401 Highway 10, Mounds View, MN 55112
6:30 P.M.
1. CALL MEETING TO ORDER
2. ROLL CALL: President Flaherty, Vice President Gunn, Commissioner Hull,
Commissioner Meehlhause, Commissioner Mueller, City Attorney Riggs, and Executive
Director Ericson.
NOT PRESENT: None.
3. APPROVAL OF AGENDA
MOTION/SECOND: Mueller/Meehlhause. To Approve the July 8, 2013, Agenda as presented.
Ayes — 5
4. PUBLIC INPUT
None.
5. APPROVAL OF MINUTES
None.
6. CONSENT AGENDA
None.
7. EDA BUSINESS
Nays — 0 Motion carried.
A. EDA to Conduct a Closed Session to Review and Consider Strategies and
Develop or Consider Offers/Counteroffers for the Purchase or Sale of an
Interest in Real or Personal Property located at 2400 County Road H2
City Attorney Riggs recommended the EDA recess to a Closed Session meeting to discuss
offers/counteroffers for the purchase or sale of the property at 2400 County Road H2.
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Mounds View EDA July 8, 2013
Regular Meeting Page 2
MOTION/SECOND: Gunn/Hull. To Recess the EDA meeting to Closed Session at 6:33 p.m.
Ayes — 5 Nays — 0 Motion carried.
MOTION/SECOND: Gunn/Mueller. To Reconvene the EDA meeting at 7:03 p.m.
Ayes — 5 Nays — 0 Motion carried.
MOTION/SECOND: Mueller/Meehlhause. To Recess the EDA meeting until after the
adjournment of the City Council meeting at 7:04 p.m.
Ayes — 5 Nays — 0 Motion carried.
MOTION/SECOND: Mueller/Gunn. To Reconvene the EDA meeting at 8:35 p.m.
Ayes — 5 Nays — 0 Motion carried.
MOTION/SECOND: Mueller/Meehlhause. To Recess the EDA meeting to Closed Session at
8:35 p.m.
Ayes — 5 Nays — 0 Motion carried.
This EDA Meeting reconvened from Closed Session at 9:06 p.m.
MOTION/SECOND: Flaherty/Gunn. To Direct Staff to Move Forward with the Lease and Title
Work for the property at 2400 County Road H2.
Ayes — 5 Nays — 0 Motion carried.
City Attorney Riggs noted there would be a hearing on the property at 2400 County Road H2 at
1:30 p.m. on Tuesday, June 9, 2013 in Ramsey County Court. He recommended the EDA
continue this evening's meeting to Thursday evening to review this information.
MOTION/SECOND: Mueller/Hull. To Continue the EDA meeting to July 11, 2013 at 6:00 p.m.
Ayes — 5 Nays — 0 Motion carried.
MOTION/SECOND: Gunn/Mueller. To Reconvene the EDA meeting on July 11, 2013 at 6:02
p.m.
Ayes — 4 Nays — 0 Motion carried.
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Mounds View EDA July 8, 2013
Regular Meeting Page 3
ROLL CALL: President Flaherty, Vice President Gunn, Commissioner Hull,
Commissioner Mueller, City Attorney Riggs, and Executive Director Ericson.
NOT PRESENT: Commissioner Meehlhause. (excused)
B. EDA to Conduct an Open Session regarding 2400 County Road H2
Concerning General Discussion Regarding Real Estate Transaction Issues;
Agreement Revisions; Closing Issues; Additional Agreements, If Necessary;
and General Discussion
Executive Director Ericson explained this item was continued from Monday, July 8, 2013 due to
the fact there was a hearing in Ramsey County District Court regarding the subject property on
Tuesday, July 9`h. The original expiration date on the purchase agreement was July 15th, which
has been extended to July 31". He requested the Authority approve a Resolution accepting this
change.
President Flaherty requested an update from City Attorney Riggs on the court hearing.
City Attorney Riggs believed the judge would rule on the matter quickly which would allow Staff
to report back to the EDA in a timely manner. He was pleased by the positive discussion that
took place in court. He explained he would have more information for the EDA after the ruling
was made. He reported the EDA and the pending purchase agreement have remained separate
from the lease issue.
MOTION/SECOND: Mueller/Hull. To Waive the Reading and Adopt Resolution 13 -EDA -279.
Reapproving the Purchase Agreement for the property at 2400 County Road H2 with an
Amendment that Extends the Purchase Agreement Deadline to July 31, 2013.
Ayes — 4 Nays — 0 Motion carried.
8. REPORTS
None.
9. NEXT EDA MEETING: Monday, July 22, 2013, at 6:30 p.m.
10. ADJOURNMENT
President Flaherty adjourned the meeting at 6:12 p.m.
Mounds View EDA July 8, 2013
Regular Meeting Page 4
I Respectfully submitted,
4 Recorded and transcribed by:
5 Heidi Guenther
6 TimeSaver Off Site Secretarial, Inc.
City of Mounds View Staff Report
Item No: 7A
Meeting Date: August 26 2013
Type of Business: EDA
Administrator Review:
To: Economic Development Authority (EDA)
From: Heidi Steinmetz, Economic Development Specialist
Item Title/Subject: Resolution 13 -EDA -281 Authorizing and Approving the Authority's
Purchase Offer for the Property Located at 5420 Adams Street,
Mounds View, Ramsey County, Minnesota, and Approval of the
Terms and Conditions and Purchase Agreement
Background
The EDAwas awarded $100,000 in Community Development Block Grant (CDBG) funding
in May 2012. The grant award letter is attached for your reference. The funds must be
used to acquire and demolish a vacant and blighted single-family home in Mounds View.
The EDA would then donate the vacant parcel to Habitat for Humanity for construction of a
new home for a low income family.
Discussion
The home located at 5420 Adams Street is vacant and blighted. It can be acquired and
demolished for the $100,000 CDBG grant amount. In addition, the lot size is appropriate
for a future Habitat house. Habitat lots cannot be too large due property tax reasons.
Below is an aerial photo of the property. Additional photos of the property are included on
the next page.
5420 Adams Street - Aerial Photo
Property Summary
PIN: 083023120026
Year Built: 1949
Acreage: .28
2014 Ramsey County Estimated Market Value:
$147,500
Ownership: Bank -Owned
Current Listing Price: $79,900
Aug. 26, 2013 - EDA Meeting
Item 7A— Resolutionl 3 -EDA -281
Page 2 of 3
5420 Adams Street
Aug. 26, 2013 - EDA Meeting
Item 7A— Resolutionl3-EDA-281
Page 3 of 3
The City's attorney, Kennedy & Graven, has created the attached purchase agreement for
the EDA's consideration.
For the FDA's information, this home is the third house identified by City staff as a potential
purchase for this project based on the grant criteria, funds available and lot size. The
property owner of the first house identified was not interested in selling. The property
owner of the second house has postponed a response.
Recommendation
Staff recommends that the EDA consider Resolution 13 -EDA -281 Authorizing and
Approving the Authority's Purchase Offer for the Property Located at 5420 Adams Street,
Mounds View, Ramsey County, Minnesota, and Approval of the Terms and Conditions and
Purchase Agreement
Respectfully submitted,
Heidi Steinmetz, Economic Development Specialist
Attachments
• CDBG Grant Award Letter, May 14, 2012
• Purchase Agreement — 5420 Adams Street
• Resolution 13 -EDA -281
Ramsey County Board of Commissioners
Tony Bennett
Toni Carter
Jim McDonough
Rafael Ortega
- 220 Court House
Jan Parker
15 West Kellogg Boulevard
Victoria Reinhardt
RAMSEY COUNTY St, Paul, MN 55102 a (651) 266-8350 a Pax (651) 266-8370
Janice Rottman
www.co.ramsey.mmus/
Julie Kleinschmidt
County Manager
May 14, 2012
Heidi Steinmetz
Economic Development Specialist
City of Mounds View
2401 County Road 10
Mounds View, MN 55112
SUBJECT, RAMSEV COUNTV FV 2®12 FUNDING AWARDS
COMMUNITV DEVELOPMENT ®I.®CII GRAM (CDBG)
HOME.INVEITMENT PARTNERSHIP (HOME)
Dear Ms. Steinmetz:
The Ramsey County Housing and Redevelopment Authority (HRA) Commissioners approved the CDBG/HOME Action
Plan for FV 2011 Tuesday, May 8, 2012. Competition for funding was stronger than anticipated; however, we were
fortunate to access loan program income and unspent administrative funds. Without the repayment of loans we
would not have been able to fund as many projects as we have this year.
The Ramsey County HRA approved an award of $100,000 in HOME funding for the acquisition and demolition of
abandoned and blighted single family homes. Lots will be transferred to Habitat for Humanity for construction of new
homes for low income families.
You can expect to receive agreements/amendments from the Ramsey County Attorney's office in mid - July. Funds are
not expected to be available until after August 1, 2012, and possibly even later. Any project costs that you incur prior to
receiving the fully executed agreement are at your own risk and cannot be reimbursed unless you have received prior
approval from our agency in writing.
Documentation of Beneficiaries. A list of racial/ethnic categories that must be used for reporting participation in
programs is attached. We are also including current income and rent limits. Annual participation reports are generally
due at the end of lune each year. Please let us know if you'd lime to receive the report via email.
If you have any questions, please don't hesitate to contact me at 651-266-8005 or Mary Lou at 266-8025.
Sincerely,
M. Denise Belgbeder
Community and Economic Development
Enclosures
CC; Ann Schwartz - Ramsey County Attorney's Office
Mfmsesota.'s rust Hosue Rule County
primed mirc}xlcd pn,,,0th nm Inh.u,.HO%ppA-MnW lcontent
PURCHASE AGREEMENT
Mounds View, Minnesota
August 22, 2013
IN CONSIDERATION OF THE MUTUAL COVENANTS, DUTIES AND
OBLIGATIONS CONTAINED HEREIN, the MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY, a public body politic and corporate under the laws of the State of Minnesota, whose
business address is 2401 County Road 10, Mounds View, MN 55112, ('Buyer") and
("Seller"), agrees to the following Purchase Agreement ("Agreement").
THE CONDITIONS AND TERMS OF THIS PURCHASE AGREEMENT INCLUDE
THE FOLLOWING:
1. SUBJECT PROPERTY: The Seller is the owner of certain real estate (the 'Property")
located in Ramsey County, Minnesota, which is legally described on the attached Exhibit A.
2. OFFER/ACCEPTANCE: In consideration of the mutual agreements herein contained,
Buyer offers and agrees to purchase and Seller agrees to sell and convey the Property,
pursuant to the terms of this Agreement.
3. ACCEPTANCE DEADLINE: This Agreement shall be null and void unless it has been
executed by both Seller and Buyer by September 3, 2013.
4. PURCHASE PRICE AND TERMS:
A. PURCHASE PRICE. The purchase price (the "Purchase Price") for the Property
shall be Seventy -Five Thousand Dollars ($75,000.00) payable as follows: Seventy -
Two Thousand Five Hundred Dollars ($72,500.00) at Closing by certified check or
other immediately available funds, with Two Thousand Five Hundred Dollars
($2,500.00) held in escrow by the Buyer until completion and verification of the
requirements set forth in Paragraph 13.C. of this Agreement.
B. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At
Closing, Seller agrees to execute and shall deliver to Buyer:
1. Warranty Deed conveying title to the Property to the Buyer free and clear of
all liens and encumbrances except the following items (allowable
encumbrances):
a) Building and zoning laws, ordinances, state and federal statutes or
other governmental regulations;
b) Easements and restrictions of record which do not interfere with
Buyer's intended use of the Property;
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C) Reservation of any minerals or mineral rights in the State of
Minnesota, if any.
2. Standard form affidavit of Seller prepared by Buyer showing no
bankruptcies, judgments or mechanics' liens affecting the Property.
3. Certificate that Seller is not a foreign national.
4. Abstract or Registered Property Abstract and any duplicate Certificate of
Title in Seller's possession to the Property.
5. Bill of Sale conveying title to the Personal Property and Fixtures to the
Buyer.
6. If the environmental investigation referenced in paragraph 14 herein
discloses the existence of petroleum product or other pollutant,
contaminant or other hazardous substance, either (i) a closure letter from
the Minnesota Pollution Control Agency (MPCA) or other appropriate
regulatory authority that remediation has been completed to the
satisfaction of the MPCA or other authority; or (ii) agreement for
remediation/indemnification and security as the Buyer may require under
paragraph 14 herein.
7. Well disclosure certificate, if required, or, if there is no well on the
Property, the Warranty Deed given pursuant to subparagraph a. above
must include the following statement: "The Seller certifies that the seller
does not know of any wells on the described real property."
8. Any other documents reasonably required by the Buyer's title insurance
company or attorney to evidence that title to the Property is marketable
and that Seller has complied with the terms of this Agreement.
9. Certificate of Real Estate Value (CRV).
10. Meth Disclosure Statement.
11. Seller shall provide, at Seller's expense, UCC and tax lien searches from
the office of the Minnesota Secretary of State in the name of Seller
showing no security interests in Seller's Personal Property and Fixtures.
Seller shall pay for all costs of filing all financing statements.
12. Such other documents as may be reasonably required by Buyer's title
examiner or title insurance company.
C. DOCUMENTS TO BE DELIVERED BY BUYER AT CLOSING. At Closing,
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Buyer shall deliver the following to Seller:
1. Any documents as may be reasonably required by Buyer's title examiner
or title insurance company.
5. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to
execute and deliver at the time of closing a warranty deed conveying marketable title to said
Property, subject only to the following exceptions:
A. Building and zoning laws, ordinances, state and federal regulations;
B. Reservation of any mineral rights by the State of Minnesota;
C. Utility and drainage easements which do not interfere with existing improvements.
6. POSSESSION: Seller agrees to deliver possession not later than the date of closing.
COSTS AND PRORATIONS: Seller and Buyer agree to the following prorations and
allocations of costs regarding this Agreement:
A. Deed Tax. Seller shall pay all state deed tax regarding a Warranty Deed and any
other documents necessary to place record title in the condition warranted and to be
delivered by Seller under this Agreement.
B. Taxes and Assessments. The real estate taxes due and payable in 2013 will be
[homestead/nonhomestead] classification. The Seller and Buyer agree to prorate as
of the date of actual closing all real estate taxes due and payable in 2013, the year of
closing. Buyer shall pay the real estate taxes due and payable in the year 2014 and
thereafter. The Seller makes no warranties as to the real estate homestead tax
classification status of property in 2014. Seller shall pay all special assessments due
and payable and levied as of the date of closing. Buyer shall pay all special
assessments levied on said Property after the date of closing. Seller makes no
representation or warranty whatsoever concerning the amount of real estate taxes or
assessments which shall be assessed or levied against the Property subsequent to the
date of this Agreement.
C. Recording Costs. Seller shall pay the costs of recording all documents necessary to
place record title in the condition warranted, and the Buyer shall pay the cost of
recording all other documents.
D. Closing Costs. Seller shall pay the costs of closing.
8. SUBDIVISION OF LAND/LEGAL DESCRIPTION TO PROPERTY: If this sale
constitutes or requires a subdivision of land owned by Seller, Seller shall pay all subdivision
expenses and obtain all necessary governmental approvals. Seller warrants that the legal
description of the real property to be conveyed has been or will be approved for recording as
of the date of closing. Both parties understand that all real estate taxes due and payable in
the year of closing will need to be paid at closing in order for a parcel or subdivision or lot
4305620 SJR MU20544
split to be recorded.
9. TITLE EXAMINATION/CURING TITLE DEFECTS: As soon as reasonably
possible after execution of this Agreement by both parties,
A. Seller shall surrender any abstract of title and a copy of any owner's title
insurance policy for the property, if in Seller's possession or control, to Buyer or
to Buyer's designated title service provider; and
B. Buyer shall obtain the title evidence determined necessary or desirable by Buyer.
The Buyer shall have 20 days from the date it receives such title evidence to raise any
objections to title it may have. Objections not made within such time will be deemed
waived. The Seller shall have 90 days front the date of such objection to affect a cure;
provided, however, that Seller shall have no obligation to cure any objections, and may
inform Buyer of such. The Buyer may then elect to close notwithstanding the uncured
objections or declare this Agreement null and void, and the parties will thereby be
released from any further obligation hereunder.
10. DEFAULT: If the title to the Premises be found marketable or be so made within said
time, and Buyer shall default in any of the covenants contained in this Agreement and
continue into default for a period of ten (10) days, then and in that case, Seller may
terminate this Agreement and on such termination all the payments made under this
Agreement shall be retained by Seller as liquidated damages, time being of the essence
hereof. This provision shall not deprive either party of the right of enforcing the specific
performance of this Agreement provided this Agreement shall not be terminated as
aforesaid, and provided action to enforce such specific performance shall be commenced
within six months after such right of action shall arise.
11. CONTINGENCIES: This Agreement is subject to the following contingencies:
A. Inspection of Property. This Agreement is contingent upon an inspection and
approval of the Property by the Buyer at the Buyer's expense. Such inspection must
be conducted within fourteen (14) days of the signing and acceptance of this
Agreement by all parties. Seller hereby grants to Buyer, its agents and designated
representatives the night to enter upon the Properly at reasonable times and from
time to time after the date of this Agreement for the purposes of inspecting the
Property.
B. Environmental Inspection. This Agreement is contingent upon Buyer approving the
environmental condition of the Property not later than thirty (30) days of the
signing and acceptance of the Agreement by all parties, pursuant to paragraph 14
of this Agreement.
C. General Inspection. This Agreement is contingent upon Buyer's inspection of the
property and the Assets disclosing, in the Buyer's sole discretion, no
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unsatisfactory conditions, not later than thirty (30) days of the signing and
acceptance of the Agreement by all parties. Buyer and Buyer's agents shall have
a reasonable right of access to the Property at reasonable times prior to closing,
solely for the purpose of inspecting the Property.
D. Personal Property and Fixtures Inspection. This Agreement is contingent upon
Buyer approving Seller's list of the Personal Property and Fixtures which are to
be sold to Buyer under this Agreement not later than thirty (30) days of the
signing and acceptance of the Agreement by all parties.
E. Approval of City Council. This Agreement is contingent upon approval of this
Agreement by the Mounds View Economic Development Authority Board of
Commissioners.
12. WELL AND SEPTIC SYSTEM DISCLOSURE: The Seller certifies that Seller does not
know of any wells on the described real Property. Provided however, if the Property does
contain wells, the cost of sealing any wells required to be capped or sealed under Minnesota
law will be bome by the Seller. If the well is not sealed by the date of closing, Seller shall
escrow a sum equal to two times the bid price from a licensed well sealing contractor to
complete the sealing process. Seller shall prepare, execute and file any required well
certificate at or before closing. If the Property has a septic system, Seller agrees to provide
water quality test results and/or septic system certification as required by state law or local
ordinance.
13. OTHER GENERAL AND SPECIAL WARRANTIES:
A. Right of Access. Seller warrants that there is a right of access to the Property from a
public right of way.
B. Mechanic's Liens. Seller warrants that, prior to the closing date, Seller has made any
and all payments in full for all labor, materials, machinery, fixtures or tools
furnished within the 120 days immediately preceding the closing date in connection
with construction, alteration or repair of any structure on or improvement (including,
but not limited to grading and landscaping, etc.) to the Property, if any.
C. Removal of Debris. Seller agrees to remove all debris and all personal property
from the Property by the date Buyer takes possession of the Property. Consistent
with Paragraph 4.A. of this Agreement, the Buyer shall hold Two Thousand Five
Hundred Dollars ($2,500.00) in escrow until completion and verification of the
Seller's requirements set forth in this Paragraph. If the Seller fails to remove all
debris and all personal property from the Property by the date Buyer takes
possession of the Property, Buyer shall retain the Two Thousand Five Hundred
Dollars ($2,500.00) held in escrow and utilize such escrowed amount to effectuate
the removal of all debris and all personal property left by Seller from the Property.
D. Buildings. Seller warrants that buildings, if any, are entirely within the boundary
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lines of the Property.
E. Notices. Seller warrants that Seller has not received any notice from any
governmental authority as to violation of any law, ordinance, or regulation. If the
Property is subject to restrictive covenants, Seller warrants that Seller has not
received any notice from any person or authority as to a breach of the covenants.
Any notices received by Seller shall be provided to Buyer immediately.
F. Sewer and Water. Seller warrants that the Property is connected to city of Mounds
View sewer and water.
G. Seller Authoritv. Seller warrants that Seller is the owner of the Property, that
Seller has full authority to enter into this Agreement for the sale of the Property,
and that there are no other parties who hold any unrecorded interests in the
Property.
H. Authority of Seller Signatories. The signatories to this Agreement represent and
warrant that he or she is the Seller or they are the representatives of the Seller and
that they have the authority to enter into this Agreement on Seller's behalf.
1. Personal Property and Fixtures Warranty. Seller makes no warranty regarding the
condition of the personal property and fixtures and is selling the personal property
and fixtures equipment as is.
J. Building Plans. Specifications and Surveys. Within ten (10) days after the date
hereof, Seller shall deliver to Buyer copies of all building plans, specifications
and surveys relative to the Property which Seller has in its possession or subject to
its control.
14. ENVIRONMENTAL INVESTIGATION AND WARRANTY:
A. Seller agrees to permit the Buyer to enter the Property for purposes of conducting
environmental testing, at the Buyer's expense.
B. Seller agrees to cooperate with Buyer and its consultants in conducting the
environmental evaluations and specifically agrees to provide the Buyer with
copies of all environmental studies, soil borings, tests, reports and other
documents related to the Property and in Seller's possession or control.
C. Seller agrees that, if the Buyer's environmental investigation discloses the
existence of any petroleum product or other pollutant, contaminant or hazardous
substance on the Property which requires remediation under state or federal
environmental laws or regulations, Seller: (i) at its expense, will perform the
remediation to the satisfaction of the Minnesota Pollution Control Agency or
other applicable regulatory authority, or (ii) if in Seller's judgment the Property
can be more economically remediated without any improvements being located
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on the Property, terminate this Agreement. If remediation is undertaken but not
completed prior to the date of closing, the Buyer may at its option (i) declare this
Agreement null and void or (ii) proceed to closing and execute an agreement for
remediation/indemnification and security (Remediation and Indemnification
Agreement) as the Buyer may require.
D. Seller hereby warrants to Buyer that during the time the Seller has owned the
Property there have been no acts or occurrences upon the Property that have
caused or could cause impurities in the subsoil or ground water of the Property or
other adjacent properties. This warranty shall survive the closing of this
transaction.
E. Seller agrees to indemnify and hold harmless Buyer from any and all claims, causes
of action, damages, losses, or costs (including reasonable attorney's fees) relating to
impurities in the subsoil or groundwater of the Property or other adjacent properties
which arise from or are caused by acts or occurrences upon the Property prior to
Buyer taking possession of the same. This indemnity shall survive the closing of
this transaction.
15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES/NO MERGER: All of
the representations, warranties, covenants and agreements of the parties hereto contained in
this Agreement shall survive the closing of the transaction contemplated herein and the
delivery of any documents provided for herein and shall not be merged into any other
agreement.
16. RISK OF LOSS: If there is any loss or damage to the Properly between the date hereof
and the date of closing, for any reason including fire, vandalism, flood, earthquake or act of
God, the risk of loss shall be on Seller. If the Property is destroyed or substantially damaged
before the closing date, this Agreement shall become null and void, at the Buyer's option,
and earnest money shall be returned to Buyer. If such an event occurs, Buyer and Seller
agree to sign a Cancellation of Purchase Agreement within a reasonable time after such
event takes place.
17. TIME OF ESSENCE: Time is of the essence in this Agreement.
18. CLOSING DATE AND LOCATION: Upon any required approval by the City of
Mounds View City Council, this Agreement for the sale of the above described Property
shall be closed on September 30, 2013, or upon such other date agreed upon by the parties.
The delivery of all papers and monies shall be made at the offices of the City of Mounds
View/Mounds View City Hall and/or at the offices of a closer at the choosing of the City of
Mounds View. If the closing date is changed, any and all costs, if prorated, shall be adjusted
to the new closing date.
19. ADDITIONAL DOCUMENTS: Buyer and Seller agree to cooperate with each other and
their representatives regarding any reasonable requests made subsequent to the execution of
this Agreement to correct any clerical errors in this Agreement and to provide any and all
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additional documentation deemed necessary by either party to effectuate the transaction
contemplated by this Agreement.
20. NOTICES: Any notice required or permitted to be given by any party upon the other is
given in accordance with the Agreement if it is directed to the Seller by delivering it
personally to the Seller; or if it is directed to the Buyer, by delivering it personally to an
officer of the Buyer; or to either party if mailed in a sealed wrapper by United States
registered or certified mail, return receipt requested, postage prepaid; or if transmitted to
either party by facsimile, copy followed by mailed notice as above required; or if deposited
by either party, cost paid with a nationally recognized, reputable overnight courier, properly
addressed as follows:
IF TO THE SELLER:
[Insert Name]
IF TO THE BUYER:
i JIB _►[17.y�
2401 Highway 10
Mounds View, Minnesota 55112-1429
Attn: City Administrator
AND COPY TO:
Scott J. Riggs
KENNEDY & GRAVEN, CHARTERED
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402
Notices shall be deemed effective on the earlier of the date of receipt or the date of
deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for
the response to any notice by the other party shall commence to run one (1) business day
after any such deposit. Any party may change its address for the service of notice by giving
written notice of such change to the other party, or in any manner above specified, ten (10)
days prior to the effective date of such change.
The delivery of all papers and monies pursuant to this Agreement are to be made at
the offices of the City of Mounds View, 2401 Highway 10, Mounds View, MN 55112-
1429.
21. EXECUTION IN COUNTERPARTS: This Agreement may be executed in counterparts
by the parties hereto, each of which when so executed shall be deemed an original, but all of
4305620 SJR MU205-44
which taken together shall constitute one and the same agreement.
22. ENTIRE AGREEMENUMODIFICATION: This Agreement, any attached exhibits and
any addenda or amendments signed by the parties shall constitute the entire agreement
between Seller and Buyer, and supersedes any other written or oral agreements between
Seller and Buyer. This Agreement can only be modified in writing signed by Seller and
Buyer.
23. WAIVER OF RELOCATION BENEFITS: The Buyer has notified the Seller that (a)
the Buyer only seeks to acquire the Property by voluntarily conveyance; (b) the parties
mutually initiated negotiations; (c) if negotiations fail, the Buyer will not acquire or
undertake acquisition of the Property by eminent domain; and (d) acquisition of the
Property in its abandoned and uninhabitable condition shall only occur pursuant to the
availability of Ramsey County CDBG grant monies, terms and conditions. Seller
represents and warrants that no person will be displaced or otherwise entitled to
relocation benefits as a result of the sale of the Property, and that there are no tenants or
other persons in possession of the Property other than Seller. Seller acknowledges that,
absent this Agreement, Buyer would not acquire the Property and specifically would not
exercise its power of eminent domain to acquire the Property. Seller agrees to defend and
indemnify the Buyer against any claims made by any third parties for relocation benefits
or services.
Further, the Buyer and Seller acknowledge that the Seller held a mortgage for the
Property that has been foreclosed, or in the alternative, Seller's mortgage has been
subject to the initiation of a foreclosure action. Had the Property been in a habitable
condition and inhabited, the parties acknowledge that the Seller may have been entitled to
relocation benefits pursuant to Minnesota Statutes Chapter 117; however, the Property is
presently abandoned. The Seller does not presently reside in the Property. As such, the
Seller acknowledges that no relocation benefits are applicable to the Property. Pursuant
to Minnesota Statutes Section 117.521, the Seller may voluntarily waive any relocation
assistance, services, payments and benefits, for which Seller is eligible under Chapter 117
by signing a waiver agreement specifically describing the type and amounts of relocation
assistance, services, payments and benefits for which the Seller is eligible, separately
listing those being waived, and stating that the agreement is voluntary and not made
under any threat of acquisition by eminent domain by the Buyer. Prior to execution of
the waiver agreement by the Seller, the Buyer shall explain the contents of the agreement
to the Seller. The Seller has agreed to enter into such an agreement with the Buyer and
shall do so prior to closing on the Property.
24. INDEMNIFICATION: The Seller hereby agrees to protect, defend and hold the Buyer
and its officers, elected and appointed officials, employees, administrators,
commissioners, agents, and representatives harmless from and indemnified against any
and all loss, cost, fines, charges, damage and expenses, including, without limitation,
reasonable attorneys' fees, consultants' and expert witness fees, and travel associated
therewith, due to claims or demands of any kind whatsoever (including those based on
strict liability) arising out of (i) the marketing, sale or leasing of all or any part of the
9
4305620 SJR MU205-44
Property, including, without limitation, any claims for any lien imposed by law for
services, labor or materials furnished to or for the benefit of the Property, or (ii) any
claim by the State of Minnesota or the Minnesota Pollution Control Agency or any other
person pertaining to the violation of any permits, orders, decrees or demands made by
said persons or with regard to the presence of any pollutant, contaminant or hazardous
waste on the Property; and (iii) or by reason of the execution of this Agreement or the
performance of this Agreement. The Seller, and the Seller's successors or assigns, agree
to protect, defend and save the Buyer, and its officers, agents, and employees, harmless
from all such claims, demands, damages, and causes of action and the costs,
disbursements, and expenses of defending the same, including but not limited to,
attorneys fees, consulting engineering services, and other technical, administrative or
professional assistance. This indemnity shall be continuing and shall survive the delivery
of the Warranty Deed for the Property, and shall survive termination or cancellation of
this Agreement. Nothing in this Agreement shall be construed as a waiver or
modification of immunity or limitation on liability to which the Buyer is entitled pursuant
to Minn. Stat. § 466, or otherwise.
25. RELEASE OF CLAIMS: The Seller and the Seller's attorneys, agents, employees,
former employees, insurers, heirs, administrators, representatives, successors and assigns,
hereby releases and forever discharges the Buyer, and its attorneys, agents,
representatives, employees, former employees, insurers, heirs, executors and assigns of
and from any and all past, present or future claims, demands, obligations, actions or
causes of action, at law or in equity, whether arising by statute, common law or
otherwise, and for all claims for damages, of whatever kind or nature, and for all claims
for attorneys' fees, and costs and expenses, including but not limited to all claims of any
kind arising out of the negotiation, Buyer consideration, execution and performance of
this Agreement between the parties.
26. CHOICE OF LAW AND VENUE; INTERPRETATION: This Agreement shall be
governed by, enforced and construed in accordance with the laws of the State of
Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be
heard in the state or federal courts of Minnesota, and all parties to this Agreement waive
any objection to the jurisdiction of these courts, whether based on convenience or
otherwise.
27. BROKERS INVOLVED: The Buyer has not engaged the services of a broker regarding
this transaction. The Seller represents that it has engaged the services of a broker (Edina
Realty/James H. Butcher) and any fees to be paid to any broker shall be paid on the Closing
Date by the Seller. Seller agrees to indemnify Buyer for any and all claims for brokerage
commissions or finders' fees in connection with negotiations for purchase of the Property
arising out of any alleged agreement or commitment or negotiation by Seller.
28. CUMULATIVE RIGHTS: Except as may be otherwise provided elsewhere herein, no
right or remedy herein conferred on or reserved to Buyer or Seller is intended to be
exclusive of any other right or remedy provided herein or by law, but such rights and
remedies shall be cumulative and in addition to every other right or remedy given herein or
10
430562v4 SJR MU20544
elsewhere or hereafter existing at law in equity, or by statute.
29. ASSIGNMENT: Buyer may not assign its rights and obligations under this Agreement to
another entity.
30. CAPTIONS, HEADINGS OR TITLES: All captions, headings, or titles in the
paragraphs or sections of this Agreement are inserted for convenience of reference only and
shall not constitute a part of the Agreement or a limitation of the scope of the particular
paragraphs or sections to which they apply.
[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
11
430562v4 SJR MU205-44
NOTICE: THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER AND
SELLER. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN
APPROPRIATE PROFESSIONAL.
The undersigned, owner of the above Property, does hereby approve the above Agreement
and the sale thereby made of the Property for the price and upon the terms above mentioned, and
subject to all conditions herein expressed.
SELLER:
By:
Name
Dated: August _, 2013.
The undersigned does hereby approve the above Agreement and agrees to purchase the
Property for the price and upon the terms above mentioned, and subject to all conditions herein
expressed.
BUYER: MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
Ln
Joe Flaherty, President
Dated: August , 2013.
James Ericson, Executive Director
Dated: August 2013.
This instrument was drafted by:
KENNEDY & GRAVEN, CHARTERED (SJR)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612)337-9300
12
4305620 SJR MU20544
EXHIBIT A
LEGAL DESCRIPTION
EX S 10 FT AND EX NELY 50 FT L OT 16 BLK 1, according to plat on file with the Ramsey
County Recorder's Office, Ramsey County, Minnesota.
P.I.D. No.: 08.30.23.12.0026
[Property legal description to be verified]
A-1
4305620 SJR MU205-44
[Personal Property and Fixtures]
B-1
4305620 SJR MU20544
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION 13 -EDA -281
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION AUTHORIZING PURCHASE OF PROPERTY
WHEREAS, a limited liability
company/corporation ("Seller") is an owner of real estate located at 5420 Adams Street, Mounds
View, Ramsey County, Minnesota, and which is legally described in the Agreement as hereinafter
define (the "Property"); and
WHEREAS, the Mounds View Economic Development Authority, a public body
corporate and politic (the "EDA") desires to purchase of the Property from the Seller; and
WHEREAS, the EDA has followed applicable statutory provisions and the EDA finds that
the purchase of the Property will fulfill the objectives, goals and mission of the EDA; and
WHEREAS, the EDA has caused to be prepared an offer and purchase agreement (the
"Agreement") providing for the terms of the conveyance of the Property from Seller to the EDA,
with such Agreement being as set forth in Exhibit A and incorporated into and made a part of this
Resolution.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY, AS FOLLOWS:
The recitals set forth in this Resolution are incorporated into and made a part of this
Resolution.
2. The purchase of the Property by the EDA is hereby approved pursuant to the terms
of the Agreement, which is also approved in substantially the form presented to the Commission on
this date, subject to modifications that do not materially alter the EDA's rights and obligations under
the Agreement and that are approved by the Authority's President and Executive Director, which
approvals shall be conclusively evidenced by execution of the Agreement.
3. The President and Executive Director of the EDA are hereby authorized and directed
to execute all appropriate documents, including but not limited to the Agreement, to effectuate the
transaction contemplated by this Resolution.
4. The President and Executive Director of the EDA, staff and consultants are hereby
authorized and directed to take any and all additional steps and actions necessary or convenient in
order to accomplish the intent of this Resolution.
430674A SJRMU205-44
Approved by the Board of Commissioners of the Mounds View Economic Development
Authority this 26`1' day of August, 2013.
Joe Flaherty
President
ATTEST:
James Ericson
Executive Director
430674VI SJR MU205-44
EXHIBIT A
PURCHASE AGREEMENT
[INSERT PURCHASE AGREEMENT]
A-1
430674v1 SJRNW205-44