HomeMy WebLinkAbout02-14-2022 EDACITY OF MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY MEETING AGENDA
MOUNDS VIEW CITY HALL
Monday, February 14, 2022
6:30 p.m.
VIRTUAL MEETING
Topic: February 14 2022 EDA Meeting
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1. CALL TO ORDER
2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Hull,
Commissioner Meehlhause, Commissioner Bergeron
3. APPROVAL OF AGENDA
4. CONSENT AGENDA
A. Approval of Minutes: January 24, 2022 Open
January 24, 2022 Closed
5. PUBLIC COMMENT
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.
6. EDA BUSINESS
A. 22-EDA-354, A Resolution Authorizing the Purchase of Real Property
7. REPORTS
A. None
8. NEXT EDA MEETING: February 28, 2022 at 6:30 p.m.
9. ADJOURNMENT
PROCEEDINGS OF THE MOUNDS VIEW EDA 1
CITY OF MOUNDS VIEW 2
RAMSEY COUNTY, MINNESOTA 3
4
Regular Meeting 5
January 24, 2022 6
Mounds View City Hall 7
2401 Mounds View Boulevard, Mounds View, MN 55112 8
9
10
1. CALL MEETING TO ORDER 11
12
President Mueller called the virtual meeting to order at 7:14 p.m. 13
14
2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Bergeron 15
Commissioner Hull, Commissioner Meehlhause, and Executive Director Zikmund. 16
17
NOT PRESENT: None. 18
19
3. APPROVAL OF AGENDA 20
21
MOTION/SECOND: Meehlhause/Hull. To Approve the January 24, 2022, Agenda as 22
presented. 23
24
A roll call vote was taken. 25
26
Ayes – 5 Nays – 0 Motion carried. 27
28
4. CONSENT AGENDA 29
30
A. November 22, 2021, EDA Minutes. 31
32
MOTION/SECOND: Hull/Bergeron. To Approve the Consent Agenda as presented. 33
34
A roll call vote was taken. 35
36
Ayes – 5 Nays – 0 Motion carried. 37
38
5. PUBLIC COMMENT 39
40
None. 41
42
6. EDA BUSINESS 43
44
A. Consider 22-EDA-353, Electing and Appointing Officers to the Mounds View 45
Mounds View EDA January 24, 2022
Regular Meeting Page 2
Economic Development Authority (EDA). 1
2
Assistant City Administrator Beeman requested the EDA elect and appoint officers to the 3
Mounds View Economic Development Authority (EDA). He noted this was an action that was 4
taken by the EDA each year. He reported the officers in 2021 were as follows: 5
6
President – Carol Mueller Vice President – Theresa Cermak 7
Treasurer – Gary Meehlhause Secretary – Al Hull 8
9
Commissioner Bergeron supported the 2022 officers remaining the same as 2021. 10
11
MOTION/SECOND: Bergeron/Hull. To Waive the Reading and Adopt Resolution 22-EDA-12
353, Electing and Appointing Officers to the Mounds View Economic Development Authority 13
(EDA). 14
15
A roll call vote was taken. 16
17
Ayes – 5 Nays – 0 Motion carried. 18
19
B. Confirm EDC Chair and Vice Chair Appointments. 20
21
Assistant City Administrator Beeman requested the EDA confirm the EDC Chair and Vice Chair 22
appointments for 2022. He explained the EDC Chair was proposed to be Jim Frankels. He 23
indicated the EDC appointed Dan Larson as the Vice Chair. 24
25
MOTION/SECOND: Hull/Meehlhause. To Confirm EDC Chair and Vice Chair Appointments. 26
27
Commissioner Meehlhause stated Jim Frankels has shown great leadership and service on the 28
EDC. 29
30
A roll call vote was taken. 31
32
Ayes – 5 Nays – 0 Motion carried. 33
34
7. REPORTS 35
36
None. 37
38
8. NEXT EDA MEETING: Monday, February 14, 2022 at 6:30 p.m. 39
40
9. ADJOURNMENT 41
42
Mounds View EDA January 24, 2022
Regular Meeting Page 3
President Mueller adjourned the meeting at 7:27 p.m. 1
2
Respectfully submitted, 3
4
5
Recorded and transcribed by: 6
Heidi Guenther 7
Minute Maker Secretarial 8
PROCEEDINGS OF THE MOUNDS VIEW EDA
CITY OF MOUNDS VIEW
RAMSEY COUNTY, MINNESOTA
Special Closed EDA Meeting
January 24, 2022
Mounds View City Hall
2401 County Road 10, Mounds View, MN 55112
1. CALL MEETING TO ORDER
President Mueller called the meeting to order at 6:30 p.m.
2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Hull,
Commissioner Bergeron, Commissioner Meehlhause, Executive Director Zikmund,
Assistant City Administrator Beeman, Finance Director Beer, Community Development
Director Sevald, Public Works Director Don Peterson, City Attorney Riggs.
NOT PRESENT: None.
OTHERS PRESENT: None.
3. EDA BUSINESS
A. CLOSED SESSION – 8271 Long Lake Rd: Pursuant to Minnesota Statutes
Sections 13D.05, subdivision 3(c) and 13.44, subdivision 3, to conduct a closed
EDA meeting concerning real property located at addresses noted below, to
consider strategies and to develop or consider offers or counteroffers for the
purchase of such real property and to review confidential appraisal information for
such real property.
8271 Long Lake Rd
Mounds View, Minnesota
PIN: 053023230032
Pursuant to Minnesota Statutes Sections 13D.05 subdivision 3(c) and 13.44, subdivision 3 the
EDA met in closed session to discuss 8271 Long Lake Rd property as identified in the above-
referenced notice at 3.A.
B. CLOSED SESSION – 2601 Sherwood Rd: Pursuant to Minnesota Statutes,
Section 13D.05, subdivision 3(c) and 13.44, subdivision 3, and Minnesota
Statutes, Section 13D.05, subdivision 3(b), to conduct a closed EDA meeting
concerning a portion of the real property located at addresses noted below, to
consider strategies and to develop or consider offers or counteroffers for the
Mounds View EDA January 24, 2022
Special EDA Meeting Page 2
purchase of a portion of such real property and to review confidential appraisal
information for a portion of such real property. and pursuant to the attorney-
client privilege to engage in confidential attorney-client communications and
litigation strategy related to a pending and threatened litigation matter
regarding acquisition of a portion of such real property:
2601 Sherwood Rd
Mounds View, Minnesota
PIN: 06-30-23-14-0068
Pursuant to Minnesota Statutes Sections 13D.05 subdivision 3(c) and 13.44, subdivision 3 the
EDA met in closed session to discuss 2601 Sherwood Rd property as identified in the above-
referenced notice at 3.B.
4. ADJOURNMENT
President Mueller adjourned the closed session meeting at 7:40 p.m.
Respectfully submitted,
Transcribed by:
Brian Beeman, Assistant City Administrator
Item No: 6A
Meeting Date: February 14, 2022
Type of Business: EDA
City Administrator Review: ______
City of Mounds View Staff Report
To: Economic Development Authority
From: Brian Beeman, Assistant City Administrator
Item Title/Subject: Resolution 22-EDA-354, A Resolution Authorizing the Purchase of
Real Property
Background
At the April 5, 2021 Council worksession the City Council reviewed a variety of redevelopment sites.
One of those sites reviewed was the Arden Park area. Since the April worksession a residential
property located at 8271 Long Lake Rd and adjacent to the City owned property at 8283 Long Lake
Rd has come up for sale. This is an opportunity for the EDA to assemble parcels in the Arden Park
area for future development as the parcels become available. The Arden Park redevelopment area
has the potential for a future multi-family development ideally townhomes or a similar product.
At the September 13, 2021 Closed EDA session, the EDA agreed to make an offer on the property
located at 8271 Long Lake Rd. That offer was rejected. At the January 24, 2022 Closed EDA
session the EDA agreed to increased their offer price and that offer was verbally accepted subject to
the City taking care of the sewer line inspection and the owner’s written acceptance in a purchase
agreement. The EDA’s attorney at Kennedy & Graven has prepared a purchase agreement for the
subject property for the EDA’s consideration.
Discussion
The residential property located at 8271 Long Lake Rd has recently been used as a rental property,
however the property is currently vacant and has been listed for sale at $145,000. Staff was able to
negotiate to an offer price of $119,000. If the EDA were to purchase the property, additional costs
would be incurred such as demolition, removal of the propane tank, asbestos, lead, and other costs.
The EDA to review and discuss the proposed purchase agreement.
Strategic Plan Strategy/Goal
Maintain a positive business climate where businesses want to locate and remain in mounds view.
Finance top redevelopment areas Industrial/Commercial/Residential.
Financial Impact
Funds are available for redevelopment purposes.
Recommendation
Staff recommends that the EDA approve Resolution 22-EDA-354, a resolution authorizing the
purchase of real property located at 8271 Long Lake Rd.
Respectfully submitted,
______________________
Brian Beeman
Assistant City Administrator
Attachments(s): 1) 22-EDA-354, A Resolution Authorizing the Purchase of Real Property
2) Purchase Agreement
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EDA RESOLUTION NO. 22-EDA-354
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION AUTHORIZING THE PURCHASE OF REAL PROPERTY
WHEREAS, Elsa H. Lee, a single person and Amelia A. Sullivan, a single person
(collectively, the “Owners”), are fee owners of a parcel of real property (PID 053023230032), which
is located at 8271 Long Lake Road, Mounds View, Minnesota 55112 and legally described as set
forth in Exhibit A (the “Property”); and
WHEREAS, the Owners entered into that certain Purchase Agreement, dated February 14,
2022 (the “Agreement”), with the Mounds View Economic Development Authority (the “EDA”),
whereby the Owners agreed to sell the Property to the EDA; and
WHEREAS, Minnesota Statutes, Section 469.101 authorizes an economic development
authority to purchase real property; and
WHEREAS, the EDA desires to purchase the Property, as authorized in the aforementioned
statutory provision; and
WHEREAS, the EDA has followed any and all applicable statutory provisions and finds that
the purchase of the Property will fulfill the objectives, goals and mission of the EDA.
NOW THEREFORE, BE IT RESOLVED by the Mounds View Economic Development
Authority as follows:
1. The recitals set forth in the preamble to this Resolution are incorporated into this Resolution
as if fully set forth herein.
2. The EDA hereby approves the Agreement in substantially the form presented to the EDA
on this date and on file with the Executive Director, including the purchase and acquisition
of the Property by the EDA, subject to modifications that do not alter the substance of the
transaction and that are approved by the EDA’s attorney.
3. The President and Executive Director of the EDA are hereby authorized and directed to
execute the Agreement for and on behalf of the EDA. The President, Executive Director, staff
and consultants of the EDA are hereby further authorized to perform the EDA’s obligations
under the Agreement, and to draft, execute, and deliver any and all documents deemed
necessary or convenient to carry out the intentions of this Resolution, including the acquisition
of real property contemplated herein.
EDA Resolution No. 22-EDA-354
Page 2
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Adopted on the 14th day of February, 2022.
_________________________________
Carol A. Mueller, President
Attest:
________________________________
Nyle Zikmund, Executive Director
(SEAL)
DOCSOPEN\MU205\57\778535.v2-2/7/22
A-1
EXHIBIT A
LEGAL DESCRIPTION
Lot 13, Block 3, LAPORT MEADOWS, according to plat on file with the Ramsey County
Recorder’s Office, Ramsey County, Minnesota.
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PURCHASE AGREEMENT
Mounds View, Minnesota
______________, 2022
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 Mounds View Boulevard, Mounds View, MN 55112, (“Buyer”) and Elsa
H. Lee, a single person, and Amelia A. Sullivan, a single person, (together, “Sellers”), agrees to the
following Purchase Agreement (“Agreement”).
THE CONDITIONS AND TERMS OF THIS PURCHASE AGREEMENT INCLUDE
THE FOLLOWING:
1. SUBJECT PROPERTY: The Sellers are the owner of certain real estate (the “Property”)
located at 8271 Long Lake Road, Mounds View, 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 Sellers agree 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 Sellers and Buyer by the 28th day of February, 2022.
4. PURCHASE PRICE AND TERMS:
A. PURCHASE PRICE. The purchase price (the “Purchase Price”) for the Property
shall be One Hundred and Nineteen Thousand Dollars ($119,000.00) payable as
follows: One Hundred and Nineteen Thousand Dollars ($119,000.00) at Closing by
certified check or other immediately available funds.
B. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing,
Sellers agree 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
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Buyer’s intended use of the Property;
c) Reservation of any minerals or mineral rights in the State of
Minnesota, if any.
2. Standard form affidavit of Seller showing no bankruptcies, judgments or
mechanics’ liens affecting the Property.
3. Certificate that Sellers are not foreign nationals.
4. Updated Title Commitment.
5. Well disclosure certificate, if required, or, if there is no well on the Property,
the Warranty Deed given pursuant to subparagraph a. above must include
the following statement: “The Seller certifies that the seller does not know
of any wells on the described real property.”
6. Any other documents reasonably required by the Buyer’s title insurance
company or attorney to evidence that title to the Property is marketable and
that Sellers have complied with the terms of this Agreement.
7. Certificate of Real Estate Value (CRV).
C. DOCUMENTS TO BE DELIVERED BY BUYER AT CLOSING. At Closing,
Buyer shall deliver the following to Sellers:
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, Sellers agree 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: Sellers agree to deliver possession not later than the date of closing.
7. COSTS AND PRORATIONS: Sellers and Buyer agree to the following prorations and
allocations of costs regarding this Agreement:
A. Deed Tax. Sellers 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 Sellers under this Agreement.
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B. Taxes and Assessments. The real estate taxes due and payable in 2022 are non-
homestead classification. The Sellers and Buyer agree to prorate as of the date of
actual closing all real estate taxes due and payable in 2022, the year of closing. Buyer
shall pay the real estate taxes due and payable in the year 2023 and thereafter, if any.
The Sellers make no warranties as to the real estate homestead tax classification status
of property in 2015. Sellers 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. Sellers make 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. Sellers 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. Sellers shall pay the cost of the title commitment fee, mortgage
satisfaction and ½ closing fee, if any.
E. Legal Expenses. The Buyer and Sellers shall each be responsible and pay their
respective legal fees.
8. SUBDIVISION OF LAND/LEGAL DESCRIPTION TO PROPERTY: If this sale
constitutes or requires a subdivision of land owned by Sellers, Sellers shall pay all subdivision
expenses and obtain all necessary governmental approvals. Sellers warrant that the legal
description of the real property to be conveyed has been or will be approved for recording as
of the date of closing. Both parties understand that all real estate taxes due and payable in the
year of closing will need to be paid at closing in order for a parcel or subdivision or lot split
to be recorded.
9. TITLE EXAMINATION/CURING TITLE DEFECTS: As soon as reasonably possible
after execution of this Agreement by both parties,
A. Sellers shall surrender any abstract of title and a copy of any owner’s title insurance
policy for the property, if in Sellers’ 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 Sellers shall have 90 days from the date of such objection to affect a cure;
provided, however, that Sellers 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.
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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, Sellers may terminate this
Agreement and on such termination all the payments made under this Agreement shall be
retained by Sellers 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 thirty (30) days of the signing and acceptance of this Agreement
by all parties. Sellers hereby grant to Buyer, its agents and designated representatives
the right to enter upon the Property at reasonable times and from time to time after the
date of this Agreement for the purposes of inspecting the Property.
B. Environmental Inspection. This Agreement is contingent upon Buyer approving the
environmental condition of the Property not later than thirty (30) days of the signing
and acceptance of the Agreement by all parties, pursuant to paragraph 14 of this
Agreement.
C. General Inspection. This Agreement is contingent upon Buyer’s inspection of the
Property disclosing, in the Buyer’s sole discretion, no unsatisfactory conditions, not
later than thirty (30) days of the signing and acceptance of the Agreement by all
parties. Buyer and Buyer’s agents shall have a reasonable right of access to the
Property at reasonable times prior to closing, solely for the purpose of inspecting
the Property.
D. Sewer Inspection. The Buyer shall be responsible for any sewer line inspections.
E. Approval of Board. This Agreement is contingent upon approval of this Agreement
by the Mounds View Economic Development Authority Board of Commissioners.
F. Leases. Sellers to supply Buyer with a copy of all written leases and a list of any
outstanding verbal agreements regarding leasehold agreements and evidence that
such leases or agreements have been terminated.
G. Waiver of Relocation Assistance. Buyer’s approval of the Waiver of Relocation
Assistance, Services, Payments and Benefits Agreement with Sellers as more fully
set forth in paragraph 23.
Upon the approval of Buyer's governing body, the Buyer shall provide written notice to
Sellers that the contingencies set forth above are satisfied. Until Sellers receive such
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notice, Sellers will not begin performance of Sellers’ performance obligations required by
this Agreement. Buyer shall have until the Date of Closing to remove the remaining
contingencies set forth above in this paragraph. The contingencies are solely for the benefit
of Buyer and may be waived by Buyer. If the contingencies are duly satisfied or waived,
then the Buyer and Sellers shall proceed to close the transaction as contemplated herein. If,
however, one or more contingencies is not satisfied, or is not satisfied on time, and is not
waived, this Agreement shall thereupon be void, at the option of Buyer. If this Agreement
is voided by Buyer, Buyer and Sellers shall execute and deliver to each other the
termination of this purchase agreement. As a contingent purchase agreement, the
termination of this Agreement is not required pursuant to Minnesota Statutes, Section
559.21, et seq.
12. WELL AND SEPTIC SYSTEM DISCLOSURE: The Sellers certify that Sellers do not
know of any wells on the described real Property. Provided however, if the Property does
contain wells, the cost of sealing any wells required to be capped or sealed under Minnesota
law will be borne by the Sellers. If the well is not sealed by the date of closing, Sellers shall
escrow a sum equal to two times the bid price from a licensed well sealing contractor to
complete the sealing process. Sellers shall prepare, execute and file any required well
certificate at or before closing. If the Property has a septic system, Sellers 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 warrant that there is a right of access to the Property from a
public right of way.
B. Mechanic’s Liens. Sellers warrant that, prior to the closing date, Sellers have made
any and all payments in full for all labor, materials, machinery, fixtures or tools
furnished within the 120 days immediately preceding the closing date in connection
with construction, alteration or repair of any structure on or improvement (including,
but not limited to grading and landscaping, etc.) to the Property, if any.
C. Buildings. Sellers warrant that buildings, if any, are entirely within the boundary lines
of the Property.
D. Notices. Sellers warrant that Sellers have 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, Sellers warrant that Sellers have not
received any notice from any person or authority as to a breach of the covenants. Any
notices received by Sellers shall be provided to Buyer immediately.
E. Sewer and Water. Sellers warrant that the Property is connected to city of Mounds
View sewer and water.
F. Sellers Authority. Sellers warrant that Sellers are the owner of the Property, that
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Sellers have full authority to enter into this Agreement for the sale of the Property,
and that there are no other parties who hold any unrecorded interests in the Property.
G. Authority of Sellers Signatories. The signatories to this Agreement represent and
warrant that they are the Sellers or they are the representatives of the Sellers and
that they have the authority to enter into this Agreement on Sellers’ behalf.
H. Personal Property and Fixtures. Buyer grants Sellers’ permission to remove any
and all personal property and fixtures prior to closing.
I. Survey. Within ten (10) days after the date hereof, Sellers shall deliver to Buyer
copies of any survey relative to the Property which Sellers have in its possession or
subject to its control.
J. Tenants/Leases. Sellers warrant that there are no leases affecting the Property nor
any tenants present or occupying at the Property.
14. ENVIRONMENTAL INVESTIGATION AND WARRANTY:
A. Sellers agree to permit the Buyer to enter the Property for purposes of conducting
environmental testing, at the Buyer’s expense.
B. Sellers agree 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. Sellers agree 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, Sellers: (i) at their expense, will perform the
remediation to the satisfaction of the Minnesota Pollution Control Agency or other
applicable regulatory authority, or (ii) if in Sellers’ judgment the Property can be
more economically remediated without any improvements being located on the
Property, terminate this Agreement. If remediation is undertaken but not completed
prior to the date of closing, the Buyer may at its option (i) declare this Agreement
null and void or (ii) proceed to closing and execute an agreement for
remediation/indemnification and security (Remediation and Indemnification
Agreement) as the Buyer may require.
D. Sellers hereby warrant to Buyer that during the time the Sellers have 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. Sellers agree to indemnify and hold harmless Buyer from any and all claims, causes
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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: Buyer is purchasing the property in its present condition and plans to raze
any structures.
17. TIME OF ESSENCE: Time is of the essence in this Agreement.
18. CLOSING DATE AND LOCATION: Upon any required approval by the Mounds View
Economic Development Authority, this Agreement for the sale of the above described
Property shall be closed on March 31, 2022, 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 Sellers agree to cooperate with each other and
their representatives regarding any reasonable requests made subsequent to the execution of
this Agreement to correct any clerical errors in this Agreement and to provide any and all
additional documentation deemed necessary by either party to effectuate the transaction
contemplated by this Agreement.
20. NOTICES: Any notice required or permitted to be given by any party upon the other is given
in accordance with the Agreement if it is directed to the Sellers by delivering it personally to
the Sellers; 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 SELLERS:
Elsa H. Lee
2817 Woodcrest Dr.
New Brighton, MN 55112-4469
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Amelia A. Sullivan
2817 Woodcrest Dr.
New Brighton, MN 55112-4469
IF TO THE BUYER:
MOUNDS VIEW ECONMIC DEVELOPMENT AUTHORITY
2401 Mounds View Boulevard
Mounds View, MN 55112-1429
Attn: City Administrator
AND COPY TO:
Scott J. Riggs
KENNEDY & GRAVEN, CHARTERED
Fifth Street Towers
150 South Fifth Street
Minneapolis, MN 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 Mounds View Boulevard, Mounds View, MN
55112-1429.
21. EXECUTION IN COUNTERPARTS: This Agreement may be executed in counterparts
by the parties hereto, each of which when so executed shall be deemed an original, but all of
which taken together shall constitute one and the same agreement.
22. ENTIRE AGREEMENT/MODIFICATION: This Agreement, any attached exhibits and
any addenda or amendments signed by the parties shall constitute the entire agreement
between Sellers and Buyer, and supersedes any other written or oral agreements between
Seller and Buyer. This Agreement can only be modified in writing signed by Sellers and
Buyer.
23. WAIVER OF RELOCATION BENEFITS: The Buyer has notified the Sellers that (a)
the Buyer only seeks to acquire the Property by voluntarily conveyance; (b) the parties
mutually initiated negotiations; and (c) if negotiations fail, the Buyer will not acquire or
undertake acquisition of the Property by eminent domain. Sellers represent and warrant
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
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Property other than Sellers. Sellers acknowledge that, absent this Agreement, Buyer would
not acquire the Property and specifically would not exercise its power of eminent domain
to acquire the Property. Sellers agree to defend and indemnify the Buyer against any claims
made by any third parties for relocation benefits or services.
Further, the parties acknowledge that the Sellers may have been entitled to
relocation benefits pursuant to Minnesota Statutes Chapter 117; however, any and all
relocation benefits and assistance are being included in the Purchase Price for the Property.
Pursuant to Minnesota Statutes Section 117.521, the Sellers may voluntarily waive any
relocation assistance, services, payments and benefits, for which Sellers are 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 Sellers are 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 Sellers, the Buyer shall explain the contents of the
agreement to the Sellers. The Sellers have agreed to enter into such an agreement with the
Buyer and shall do so prior to closing on the Property.
24. INDEMNIFICATION: The Sellers hereby agree 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 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 Sellers, and
the Sellers’ successors or assigns, agree to protect, defend and save the Buyer, and its
officers, agents, and employees, harmless from all such claims, demands, damages, and
causes of action and the costs, disbursements, and expenses of defending the same,
including but not limited to, attorneys fees, consulting engineering services, and other
technical, administrative or professional assistance. This indemnity shall be continuing
and shall survive the delivery of the Warranty Deed for the Property, and shall survive
termination or cancellation of this Agreement. Nothing in this Agreement shall be
construed as a waiver or modification of immunity or limitation on liability to which the
Buyer is entitled pursuant to Minnesota Statutes, Section 466, or otherwise.
25. RELEASE OF CLAIMS: The Sellers and the Sellers’ 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
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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 entered into a contract to engage the services
of a real estate broker regarding this transaction. Sellers have a contract engaging the service
of a real estate broker regarding this transaction, and Sellers agree to pay for and indemnify
the Buyer for any and all claims for brokerage commissions or finders’ fees in connection
with negotiations for the purchase of the Property arising out of any alleged agreement or
commitment or negotiation by Buyer or Seller.
28. CUMULATIVE RIGHTS: Except as may be otherwise provided elsewhere herein, no right
or remedy herein conferred on or reserved to Buyer or Seller is intended to be exclusive of
any other right or remedy provided herein or by law, but such rights and remedies shall be
cumulative and in addition to every other right or remedy given herein or elsewhere or
hereafter existing at law in equity, or by statute.
29. ASSIGNMENT: Buyer may not assign its rights and obligations under this Agreement to
another entity.
30. CAPTIONS, HEADINGS OR TITLES: All captions, headings, or titles in the paragraphs
or sections of this Agreement are inserted for convenience of reference only and shall not
constitute a part of the Agreement or a limitation of the scope of the particular paragraphs or
sections to which they apply.
[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
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NOTICE: THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER AND
SELLER. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN
APPROPRIATE PROFESSIONAL.
The undersigned, owners 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.
SELLERS:
By: ____________________________________________
Elsa H. Lee
Dated: __________________, 2022
By: ____________________________________________
Amelia A. Sullivan
Dated: __________________, 2022
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The undersigned does hereby approve the above Agreement and agrees to purchase the
Property for the price and upon the terms above mentioned, and subject to all conditions herein
expressed.
BUYER: MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
By: ___________________________________
Carol Mueller, President
Dated: ____________________, 2022
By: ___________________________________
Nyle Zikmund, Executive Director
Dated: ___________________, 2022.
This instrument was drafted by:
KENNEDY & GRAVEN, CHARTERED (SJR)
Fifth Street Towers, Suite 700
150 South Fifth Street
Minneapolis, MN 55402
(612) 337-9300
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EXHIBIT A
LEGAL DESCRIPTION
Lot 13, Block 3, LAPORT MEADOWS, according to plat on file with the Ramsey County
Recorder’s Office, Ramsey County, Minnesota.
P.I.D. No.: 053023230032