HomeMy WebLinkAbout11-13-2023 EDA
CITY OF MOUNDS VIEW
ECONOMIC DEVELOPMENT AUTHORITY MEETING AGENDA
MOUNDS VIEW CITY HALL
Monday, November 13, 2023
6:00 p.m.
1. CALL TO ORDER
2. ROLL CALL: Acting President Cermak, Commissioner Lindstrom,
Commissioner Meehlhause, Commissioner Gunn
3. APPROVAL OF AGENDA
4. CONSENT AGENDA
A. Approval of Minutes: August 28th, 2023
September 25, 2023 Closed
5. SPECIAL ORDER OF BUSINESS
A. None
6. PUBLIC COMMENT
Citizens may speak to issues relating to economic development and not on the
agenda. Before speaking, please give your full name and address for the
minutes. Also, please limit your comments to three minutes.
7. EDA BUSINESS
A. Resolution 23-EDA-366 Authorizing the Purchase of Real Property
B. Resolution 23-EDA-367 Authorizing the Purchase of Real Property
C. Villas of Mounds View, Certificate of Completion, Investment Letter, and
Resolution 23-EDA-368 Authorizing Issuance of the TIF
8. REPORTS
A. None
9. NEXT EDA MEETING: November 27, 2023 at 6:00 p.m. as-needed, Mounds
View City Hall
10. ADJOURNMENT
PROCEEDINGS OF THE MOUNDS VIEW EDA 1
CITY OF MOUNDS VIEW 2
RAMSEY COUNTY, MINNESOTA 3
4
Regular Meeting 5
August 28, 2023 6
Mounds View City Hall 7
2401 Mounds View Boulevard, Mounds View, MN 55112 8
9
10
1. CALL MEETING TO ORDER 11
12
Vice President Cermak called the meeting to order at 6:00 p.m. 13
14
2. ROLL CALL: Vice President Cermak, Commissioner Gunn, Commissioner Meehlhause, 15
and Executive Director Zikmund. 16
17
NOT PRESENT: Commissioner Lindstrom. 18
19
3. APPROVAL OF AGENDA 20
21
MOTION/SECOND: Gunn/Meehlhause. To Approve the August 28, 2023, Agenda as presented. 22
23
Ayes – 3 Nays – 0 Motion carried. 24
25
4. CONSENT AGENDA 26
27
A. April 10, 2023, EDA Minutes & June 26, 2023 Closed EDA Minutes. 28
29
MOTION/SECOND: Meehlhause/Gunn. To Approve the Consent Agenda as presented. 30
31
Ayes – 3 Nays – 0 Motion carried. 32
33
5. PUBLIC COMMENT 34
35
None. 36
37
6. EDA BUSINESS 38
39
A. Resolution 23-EDA-365, Approving the Preliminary EDA Property Tax Levy 40
Request and Budget for Fiscal Year 2024. 41
42
Finance Director Beer requested the EDA approve the preliminary property tax levy request and 43
budget for 2024. He indicated the proposed levy was $100,000, which was the same amount as 44
2023. 45
46
Mounds View EDA August 28, 2023
Regular Meeting Page 2
MOTION/SECOND: Meehlhause/Gunn. To Waive the Reading and Adopt Resolution 23-EDA-1
365, Approving the Preliminary EDA Property Tax Levy Request and Budget for Fiscal Year 2
2024. 3
4
Ayes – 3 Nays – 0 Motion carried. 5
6
7. REPORTS 7
8
None. 9
10
8. NEXT EDA MEETING: Monday, September 11, 2023 at 6:00 p.m. 11
12
9. ADJOURNMENT 13
14
Vice President Cermak adjourned the meeting at 6:04 p.m. 15
16
Respectfully submitted, 17
18
19
Recorded and transcribed by: 20
Heidi Guenther 21
Minute Maker Secretarial 22
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PROCEEDINGS OF THE MOUNDS VIEW EDA 1
CITY OF MOUNDS VIEW 2
RAMSEY COUNTY, MINNESOTA 3
4
Special Closed EDA Meeting 5
September 25, 2023 6
Mounds View City Hall 7
2401 County Road 10, Mounds View, MN 55112 8
9
10
1. CALL MEETING TO ORDER 11
12
Acting President Cermak called the meeting to order at 7:25 p.m. 13
14
2. ROLL CALL: Acting President Cermak, Commissioner Meehlhause, Commissioner 15
Gunn, Commissioner Lindstrom, Assistant City Administrator Beeman, Executive 16
Director Zikmund, and City Attorney Riggs. 17
18
3. EDA BUSINESS. CLOSED SESSION. 19
20
A. Pursuant to Minnesota Statutes Sections 13D.05, subdivision 3(c) and 13.44, 21
subdivision 3, the EDA closed a meeting concerning real property located at 22
addresses noted below, to consider strategies and to develop or consider offers or 23
counteroffers for the purchase of such real property and to review confidential 24
appraisal information for such real property: 25
26
2716 Hillview Road 27
Mounds View, Minnesota 28
PIN: 063023430030 29
30
B. Pursuant to Minnesota Statutes Sections 13D.05, subdivision 3(c) and 13.44, 31
subdivision 3, the EDA closed a meeting concerning real property located at 32
addresses noted below, to consider strategies and to develop or consider offers or 33
counteroffers for the purchase of such real property and to review confidential 34
appraisal information for such real property: 35
36
2833 Mounds View Boulevard 37
Mounds View, Minnesota 38
PIN: 063023310014 39
40
4. ADJOURNMENT 41
42
MOTION/SECOND: Meehlhause/Lindstrom to end closed session and adjourn the 43
meeting. 44
45
Ayes - 4 Nays – 0 Motion Carried. 46
Mounds View EDA September 25, 2023
Special EDA Meeting Page 2
DOCSOPEN\MU205\13\911594.v3-10/27/23
1
Respectfully submitted, 2
3
4
5
Brian Beeman, Assistant City Administrator 6
7
Transcribed by: Barb Benesch 8
Item No: 7A
Meeting Date: November 13, 2023
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 23-EDA-366, A Resolution Authorizing the Purchase of
Real Property
Background
At the September 25, 2023 EDA Closed meeting, the EDA discussed the potential purchase of 2716
Hillview Rd for a redevelopment site. It was decided that this is a good site to assemble parcels for a
future development. 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 2716 Hillview Rd has recently been occupied by family members.
The property is currently vacant. The EDA is aware that there may be additional costs incurred such
as securing the property, demolition, and other associated costs. The EDA to review, discuss, and
consider 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 23-EDA-366, a resolution authorizing the
purchase of real property located at 2716 Hillview Rd.
Respectfully submitted,
______________________
Brian Beeman
Assistant City Administrator
Attachments(s): 1) 23-EDA-366, A Resolution Authorizing the Purchase of Real Property
2) Purchase Agreement
DOCSOPEN\MU205\62\913994.v2-11/7/23
EDA RESOLUTION NO. 23-EDA-366
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION AUTHORIZING THE PURCHASE OF REAL PROPERTY
WHEREAS, Irene L. Lind, as Trustee of the Irene L. Lind Living Trust Agreement (the
“Owner”), is the fee owner of a parcel of real property which is located at 2716 Hillview Road,
Mounds View, Minnesota 55112 and legally described as set forth in Exhibit A (the “Property”); and
WHEREAS, the Owner intends to enter into that certain Purchase Agreement, dated
November 13, 2023 (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 Acting President and Executive Director of the EDA are hereby authorized and directed
to execute the Agreement for and on behalf of the EDA. The Acting 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.
Adopted on the 13th day of November, 2023.
EDA Resolution No. 22-EDA-366
Page 2
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_________________________________
Teresa Cermak, Acting President
Attest:
________________________________
Nyle Zikmund, Executive Director
(SEAL)
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EXHIBIT A
LEGAL DESCRIPTION
Lot 112, Spring Lake Park HillView, Ramsey County, Minnesota. Subject to a five foot strip
easement along the rear line for public utility use such as setting of poles, stringing of wires,
trimming or removing trees, if necessary for line clearance and laying of underground conduits.
Torrens Property
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PURCHASE AGREEMENT
Mounds View, Minnesota
November ____, 2023
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 Irene L.
Lind, Timothy J. Reardon, as Trustee of the Irene L. Lind Trust
______________________________, and Neal R. Reardon, as Trustee of the Irene L. Lind Trust
______________________________, (collectively, the “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 at 2716 Hillview 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 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 the 30th day of November, 2023.
4. PURCHASE PRICE AND TERMS:
A. PURCHASE PRICE. The purchase price (the “Purchase Price”) for the Property
shall be Two Hundred Fifty Thousand Dollars ($250,000.00) payable as follows: Two
Hundred Fifty Dollars ($250,000.00) at Closing by certified check or other
immediately available funds.
B. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing,
Seller agrees to execute and shall deliver to Buyer:
1. Warranty Deed conveying title to the Property to the Buyer free and clear of
all liens and encumbrances except the following items (allowable
encumbrances):
a) Building and zoning laws, ordinances, state and federal statutes or
other governmental regulations;
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b) Easements and restrictions of record which do not interfere with
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 Seller is not a foreign national.
4. 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.”
5. 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.
6. Certificate of Real Estate Value (CRV).
C. DOCUMENTS TO BE DELIVERED BY BUYER AT CLOSING: At Closing,
Buyer shall deliver the following to Seller:
1. Any documents as may be reasonably required by Buyer’s title examiner or
title insurance company.
5. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to execute
and deliver at the time of 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.
7. 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.
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B. Taxes and Assessments. The real estate taxes due and payable in 2023 are non-
homestead classification [Ramsey County Records indicate homestead, but
Ms. Lind’s home address is in Andover]. The Seller and Buyer agree to prorate as of
the date of actual closing all real estate taxes due and payable in 2023, the year of
closing. [the 2023 taxes are all paid pursuant to Ramsey County] Buyer shall pay the
real estate taxes due and payable in the year 2024 and thereafter, if any. The Seller
makes no warranties as to the real estate homestead tax classification status of property
in 2024. Seller shall pay all special assessments due and payable and levied as of the
date of closing. Buyer shall pay all special assessments levied on said Property after
the date of closing. Seller makes no representation or warranty whatsoever
concerning the amount of real estate taxes or assessments which shall be assessed or
levied against the Property subsequent to the date of this Agreement.
C. Recording Costs. Seller shall pay the costs of recording all documents necessary to
place record title in the condition warranted, and the Buyer shall pay the cost of
recording all other documents.
D. Closing Costs. Seller shall pay the cost of the title commitment fee, mortgage
satisfaction and ½ closing fee, if any.
E. Legal Expenses. The Buyer and Seller 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 Seller, Seller shall pay all subdivision
expenses and obtain all necessary governmental approvals. Seller warrants that the legal
description of the real property to be conveyed has been or will be approved for recording as
of the date of closing. Both parties understand that all real estate taxes due and payable in the
year of closing will need to be paid at closing in order for a parcel or subdivision or lot split
to be recorded.
9. TITLE EXAMINATION/CURING TITLE DEFECTS: As soon as reasonably possible
after execution of this Agreement by both parties,
A. Seller shall surrender any abstract of title and a copy of any owner’s title insurance
policy for the property, if in Seller’s possession or control, to Buyer or to Buyer’s
designated title service provider; and
B. Buyer shall obtain the title evidence determined necessary or desirable by Buyer.
The Buyer shall have 20 days from the date it receives such title evidence to raise any
objections to title it may have. Objections not made within such time will be deemed
waived. The Seller shall have 90 days from the date of such objection to affect a cure;
provided, however, that Seller shall have no obligation to cure any objections, and may
inform Buyer of such. The Buyer may then elect to close notwithstanding the uncured
objections or declare this Agreement null and void, and the parties will thereby be released
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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 thirty (30) days of the signing and acceptance of this Agreement
by all parties. Seller hereby grants to Buyer, its agents and designated representatives
the right to enter upon the Property at reasonable times and from time to time after the
date of this Agreement for the purposes of inspecting the Property.
B. Environmental Inspection. This Agreement is contingent upon Buyer approving the
environmental condition of the Property not later than thirty (30) days of the signing
and acceptance of the Agreement by all parties, pursuant to paragraph 14 of this
Agreement.
C. General Inspection. This Agreement is contingent upon Buyer’s inspection of the
Property disclosing, in the Buyer’s sole discretion, no unsatisfactory conditions, not
later than thirty (30) days of the signing and acceptance of the Agreement by all
parties. Buyer and Buyer’s agents shall have a reasonable right of access to the
Property at reasonable times prior to closing, solely for the purpose of inspecting
the Property.
D. 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. Seller 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 Seller as more fully
set forth in paragraph 23.
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Upon the approval of Buyer's governing body, the Buyer shall provide written notice to
Seller that the contingencies set forth above are satisfied. Until Seller receives such notice,
Seller will not begin performance of Seller’s 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 Seller 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 Seller 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 Seller certifies that Seller does not
know of any wells on the described real Property. Provided however, if the Property does
contain wells, the cost of sealing any wells required to be capped or sealed under Minnesota
law will be borne by the Seller. If the well is not sealed by the date of closing, Seller shall
escrow a sum equal to two times the bid price from a licensed well sealing contractor to
complete the sealing process. Seller shall prepare, execute and file any required well
certificate at or before closing. If the Property has a septic system, Seller agrees to provide
water quality test results and/or septic system certification as required by state law or local
ordinance.
13. OTHER GENERAL AND SPECIAL WARRANTIES:
A. Right of Access. Seller warrants that there is a right of access to the Property from a
public right of way.
B. Mechanic’s Liens. Seller warrants that, prior to the closing date, Seller has made any
and all payments in full for all labor, materials, machinery, fixtures or tools furnished
within the 120 days immediately preceding the closing date in connection with
construction, alteration or repair of any structure on or improvement (including, but
not limited to grading and landscaping, etc.) to the Property, if any.
C. Buildings. Seller warrants that buildings, if any, are entirely within the boundary lines
of the Property.
D. Notices. Seller warrants that Seller has not received any notice from any
governmental authority as to violation of any law, ordinance, or regulation. If the
Property is subject to restrictive covenants, Seller warrants that Seller has not received
any notice from any person or authority as to a breach of the covenants. Any notices
received by Seller shall be provided to Buyer immediately.
E. Sewer and Water. Seller warrants that the Property is connected to city of Mounds
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View sewer and water.
F. Seller’s Authority. Seller warrants that Seller is the owner of the Property, that
Seller has full authority to enter into this Agreement for the sale of the Property,
and that there are no other parties who hold any unrecorded interests in the Property.
G. Authority of Seller’s Signatories. The signatories to this Agreement represent and
warrant that they are the Seller or they are the representatives of the Seller and that
they have the authority to enter into this Agreement on Seller’s behalf.
H. Personal Property and Fixtures. Buyer grants Seller’s permission to remove any
and all personal property and fixtures prior to closing.
I. Survey. Within ten (10) days after the date hereof, Seller shall deliver to Buyer
copies of any survey relative to the Property which Seller has in their possession or
subject to their control.
J. Tenants/Leases. Seller warrants that there are or will be no leases affecting the
Property nor any tenants present or occupying at the Property.
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 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
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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: 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 December 31, 2023, 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
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:
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IF TO THE SELLER:
Irene L. Lind Trust (per the taxpayer website)
2950 142nd Lane NW
Andover, MN 55304
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 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; and (c) if negotiations fail, the Buyer will not acquire or
undertake acquisition of the Property by eminent domain. Seller represents and warrants
that no person will be displaced or otherwise entitled to relocation benefits as a result of
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the sale of the Property, and that there are no tenants or other persons in possession of the
Property other than Seller. [see Jean notes above]. 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 parties acknowledge that the Seller 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 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 Property, including, without
limitation, any claims for any lien imposed by law for services, labor or materials furnished
to or for the benefit of the Property, or (ii) any claim by the State of Minnesota or the
Minnesota Pollution Control Agency or any other person pertaining to the violation of any
permits, orders, decrees or demands made by said persons or with regard to the presence
of any pollutant, contaminant or hazardous waste on the Property; and (iii) or by reason of
the execution of this Agreement or the performance of this Agreement. The Seller, and
the Seller’s successors or assigns, agree to protect, defend and save the Buyer, and its
officers, agents, and employees, harmless from all such claims, demands, damages, and
causes of action and the costs, disbursements, and expenses of defending the same,
including but not limited to, attorneys fees, consulting engineering services, and other
technical, administrative or professional assistance. This indemnity shall be continuing
and shall survive the delivery of the Warranty Deed for the Property, and shall survive
termination or cancellation of this Agreement. Nothing in this Agreement shall be
construed as a waiver or modification of immunity or limitation on liability to which the
Buyer is entitled pursuant to Minnesota Statutes, Section 466, or otherwise.
25. RELEASE OF CLAIMS: The Seller and the Seller’s attorneys, agents, employees, former
employees, insurers, heirs, administrators, representatives, successors and assigns, hereby
release and forever discharge the Buyer, and its attorneys, agents, representatives,
employees, former employees, insurers, heirs, executors and assigns of and from any and
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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 entered into a contract to engage the services
of a real estate broker regarding this transaction. Seller has not engaged the services of a real
estate broker regarding this transaction, and Seller agrees to pay for and indemnify the Buyer
for any and all claims for brokerage commissions or finders’ fees in connection with
negotiations for the purchase of the Property arising out of any alleged agreement or
commitment or negotiation by Buyer or Seller.
28. CUMULATIVE RIGHTS: Except as may be otherwise provided elsewhere herein, no 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, do 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: [we need to determine the appropriate signatures for the Trust]
By: ____________________________________________
Irene L. Lind Trust
Dated: November ____, 2023.
By: ____________________________________________
Dated: November ____, 2023.
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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: ___________________________________
Teresa Cermak, Acting President
Dated: November ____, 2023.
By: ___________________________________
Nyle Zikmund, Executive Director
Dated: November ____, 2023.
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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DOCSOPEN\MU205\62\913096.v4-11/5/23
EXHIBIT A
LEGAL DESCRIPTION
SPRING LAKE PARK HILL VIEW LOT 112
PIN: 063023430030
Item No: 7B
Meeting Date: November 13, 2023
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 23-EDA-367, A Resolution Authorizing the Purchase of
Real Property
Background
At the September 25, 2023 EDA Closed meeting, the EDA discussed the potential purchase of 2833
Mounds View Boulevard for redevelopment purposes. It was decided that this is a good site
because it is located along the Mounds View Blvd corridor. 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 2833 Mounds View Blvd has recently been occupied by family
members. The property is currently vacant. The EDA is aware that there may be additional costs
incurred such as securing the property, demolition, and other associated costs. The EDA to review,
discuss, and consider 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 23-EDA-367, a resolution authorizing the
purchase of real property located at 2833 Mounds View Boulevard.
Respectfully submitted,
______________________
Brian Beeman
Assistant City Administrator
Attachments(s): 1) 23-EDA-367, A Resolution Authorizing the Purchase of Real Property
2) Purchase Agreement
DOCSOPEN\MU205\63\914029.v2-11/7/23
EDA RESOLUTION NO. 23-EDA-367
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION AUTHORIZING THE PURCHASE OF REAL PROPERTY
WHEREAS, Vivian J. Gillespie, a single person (the “Owner”), is the fee owner of a parcel
of real property, which is located at 2833 Mounds View Boulevard, Mounds View, Minnesota 55112
and legally described as set forth in Exhibit A (the “Property”); and
WHEREAS, the Owner intends to enter into that certain Purchase Agreement, dated
November 13, 2023 (the “Agreement”), with the Mounds View Economic Development Authority
(the “EDA”), whereby the Owner agrees 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 Acting President and Executive Director of the EDA are hereby authorized and directed
to execute the Agreement for and on behalf of the EDA. The Acting 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.
Adopted on the 13th day of November, 2023.
EDA Resolution No. 23-EDA-367
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DOCSOPEN\MU205\63\914029.v2-11/7/23
_________________________________
Teresa Cermak, Acting President
Attest:
________________________________
Nyle Zikmund, Executive Director
(SEAL)
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EXHIBIT A
LEGAL DESCRIPTION
Lot 61, Auditor’s Subdivision No. 89, Ramsey County, Minnesota.
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PURCHASE AGREEMENT
Mounds View, Minnesota
November ____, 2023
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
Vivian L. Gillespie (“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 at 2833 Mounds View Boulevard, 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 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 the 30th day of November, 2023.
4. PURCHASE PRICE AND TERMS:
A. PURCHASE PRICE. The purchase price (the “Purchase Price”) for the Property
shall be Three Hundred Thousand Dollars ($300,000.00) payable as follows: Three
Hundred Thousand Dollars ($300,000.00) at Closing by certified check or other
immediately available funds.
B. DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing,
Seller agrees to execute and shall deliver to Buyer:
1. Warranty Deed conveying title to the Property to the Buyer free and clear of
all liens and encumbrances except the following items (allowable
encumbrances):
a) Building and zoning laws, ordinances, state and federal statutes or
other governmental regulations;
b) Easements and restrictions of record which do not interfere with
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 showing no bankruptcies, judgments or
mechanics’ liens affecting the Property.
3. Certificate that Seller is not a foreign national.
4. 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.”
5. 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.
6. Certificate of Real Estate Value (CRV).
C. DOCUMENTS TO BE DELIVERED BY BUYER AT CLOSING: At Closing,
Buyer shall deliver the following to Seller:
1. Any documents as may be reasonably required by Buyer’s title examiner or
title insurance company.
5. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to execute
and deliver at the time of 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.
7. 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 2023 are homestead
classification. The Seller and Buyer agree to prorate as of the date of actual closing
all real estate taxes due and payable in 2023, the year of closing. Buyer shall pay the
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real estate taxes due and payable in the year 2024 and thereafter, if any. The Seller
makes no warranties as to the real estate homestead tax classification status of property
in 2024. Seller shall pay all special assessments due and payable and levied as of the
date of closing. Buyer shall pay all special assessments levied on said Property after
the date of closing. Seller makes no representation or warranty whatsoever
concerning the amount of real estate taxes or assessments which shall be assessed or
levied against the Property subsequent to the date of this Agreement.
C. Recording Costs. Seller shall pay the costs of recording all documents necessary to
place record title in the condition warranted, and the Buyer shall pay the cost of
recording all other documents.
D. Closing Costs. Seller shall pay the cost of the title commitment fee, mortgage
satisfaction and ½ closing fee, if any.
E. Legal Expenses. The Buyer and Seller 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 Seller, Seller shall pay all subdivision
expenses and obtain all necessary governmental approvals. Seller warrants that the legal
description of the real property to be conveyed has been or will be approved for recording as
of the date of closing. Both parties understand that all real estate taxes due and payable in the
year of closing will need to be paid at closing in order for a parcel or subdivision or lot split
to be recorded.
9. TITLE EXAMINATION/CURING TITLE DEFECTS: As soon as reasonably possible
after execution of this Agreement by both parties,
A. Seller shall surrender any abstract of title and a copy of any owner’s title insurance
policy for the property, if in Seller’s possession or control, to Buyer or to Buyer’s
designated title service provider; and
B. Buyer shall obtain the title evidence determined necessary or desirable by Buyer.
The Buyer shall have 20 days from the date it receives such title evidence to raise any
objections to title it may have. Objections not made within such time will be deemed
waived. The Seller shall have 90 days from the date of such objection to affect a cure;
provided, however, that Seller shall have no obligation to cure any objections, and may
inform Buyer of such. The Buyer may then elect to close notwithstanding the uncured
objections or declare this Agreement null and void, and the parties will thereby be released
from any further obligation hereunder.
10. DEFAULT: If the title to the Premises be found marketable or be so made within said time,
and Buyer shall default in any of the covenants contained in this Agreement and continue into
default for a period of ten (10) days, then and in that case, Seller may terminate this Agreement
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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 thirty (30) days of the signing and acceptance of this Agreement
by all parties. Seller hereby grants to Buyer, its agents and designated representatives
the right to enter upon the Property at reasonable times and from time to time after the
date of this Agreement for the purposes of inspecting the Property.
B. Environmental Inspection. This Agreement is contingent upon Buyer approving the
environmental condition of the Property not later than thirty (30) days of the signing
and acceptance of the Agreement by all parties, pursuant to paragraph 14 of this
Agreement.
C. General Inspection. This Agreement is contingent upon Buyer’s inspection of the
Property disclosing, in the Buyer’s sole discretion, no unsatisfactory conditions, not
later than thirty (30) days of the signing and acceptance of the Agreement by all
parties. Buyer and Buyer’s agents shall have a reasonable right of access to the
Property at reasonable times prior to closing, solely for the purpose of inspecting
the Property.
D. Sewer Inspection/Point of Sale. The Buyer shall be responsible for any sewer line
inspections. Buyer shall pay for the point of sale and inspection.
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. Seller 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 Seller as more fully
set forth in paragraph 23.
H. Access to Property. Access to Property via Mounds View Boulevard is authorized
by Ramsey County.
I. Rezoning of Property. The Property can be rezoned to commercial or multi-family,
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as determined by the Buyer.
Upon the approval of Buyer's governing body, the Buyer shall provide written notice to
Seller that the contingencies set forth above are satisfied. Until Seller receives such notice,
Seller will not begin performance of Seller’s 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 Seller 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 Seller 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 Seller certifies that Seller does not
know of any wells on the described real Property. Provided however, if the Property does
contain wells, the cost of sealing any wells required to be capped or sealed under Minnesota
law will be borne by the Seller. If the well is not sealed by the date of closing, Seller shall
escrow a sum equal to two times the bid price from a licensed well sealing contractor to
complete the sealing process. Seller shall prepare, execute and file any required well
certificate at or before closing. If the Property has a septic system, Seller agrees to provide
water quality test results and/or septic system certification as required by state law or local
ordinance.
13. OTHER GENERAL AND SPECIAL WARRANTIES:
A. Right of Access. Seller warrants that there is a right of access to the Property from a
public right of way.
B. Mechanic’s Liens. Seller warrants that, prior to the closing date, Seller has made any
and all payments in full for all labor, materials, machinery, fixtures or tools furnished
within the 120 days immediately preceding the closing date in connection with
construction, alteration or repair of any structure on or improvement (including, but
not limited to grading and landscaping, etc.) to the Property, if any.
C. Buildings. Seller warrants that buildings, if any, are entirely within the boundary lines
of the Property.
D. Notices. Seller warrants that Seller has not received any notice from any
governmental authority as to violation of any law, ordinance, or regulation. If the
Property is subject to restrictive covenants, Seller warrants that Seller has not received
any notice from any person or authority as to a breach of the covenants. Any notices
received by Seller shall be provided to Buyer immediately.
E. Sewer and Water. Seller warrants that the Property is connected to city of Mounds
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View sewer and water.
F. Seller’s Authority. Seller warrants that Seller is the owner of the Property, that
Seller has full authority to enter into this Agreement for the sale of the Property,
and that there are no other parties who hold any unrecorded interests in the Property.
G. Authority of Seller’s Signatories. The signatories to this Agreement represent and
warrant that she is the Seller or she is the representatives of the Seller and that she
has the authority to enter into this Agreement on Seller’s behalf.
H. Personal Property and Fixtures. Buyer grants Seller’s permission to remove any
and all personal property and fixtures prior to closing.
I. Survey. Within ten (10) days after the date hereof, Seller shall deliver to Buyer
copies of any survey relative to the Property which Seller has in their possession or
subject to their control.
J. Tenants/Leases. Seller warrants that there are or will be no leases affecting the
Property nor any tenants present or occupying at the Property.
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 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
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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: 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 December 31, 2023, 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
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:
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IF TO THE SELLER:
Vivian L. Gillespie
2833 Mounds View Boulevard
Mounds View, MN 55112
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 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; and (c) if negotiations fail, the Buyer will not acquire or
undertake acquisition of the Property by eminent domain. Seller represents and warrants
that no person will be displaced or otherwise entitled to relocation benefits as a result of
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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 parties acknowledge that the Seller 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 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 Property, including, without
limitation, any claims for any lien imposed by law for services, labor or materials furnished
to or for the benefit of the Property, or (ii) any claim by the State of Minnesota or the
Minnesota Pollution Control Agency or any other person pertaining to the violation of any
permits, orders, decrees or demands made by said persons or with regard to the presence
of any pollutant, contaminant or hazardous waste on the Property; and (iii) or by reason of
the execution of this Agreement or the performance of this Agreement. The Seller, and
the Seller’s successors or assigns, agree to protect, defend and save the Buyer, and its
officers, agents, and employees, harmless from all such claims, demands, damages, and
causes of action and the costs, disbursements, and expenses of defending the same,
including but not limited to, attorneys fees, consulting engineering services, and other
technical, administrative or professional assistance. This indemnity shall be continuing
and shall survive the delivery of the Warranty Deed for the Property, and shall survive
termination or cancellation of this Agreement. Nothing in this Agreement shall be
construed as a waiver or modification of immunity or limitation on liability to which the
Buyer is entitled pursuant to Minnesota Statutes, Section 466, or otherwise.
25. RELEASE OF CLAIMS: The Seller and the Seller’s attorneys, agents, employees, former
employees, insurers, heirs, administrators, representatives, successors and assigns, hereby
release and forever discharge the Buyer, and its attorneys, agents, representatives,
employees, former employees, insurers, heirs, executors and assigns of and from any and
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DOCSOPEN\MU205\63\913104.v3-11/5/23
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 entered into a contract to engage the services
of a real estate broker regarding this transaction. Seller has not engaged the services of a real
estate broker regarding this transaction, and Seller agrees to pay for and indemnify the Buyer
for any and all claims for brokerage commissions or finders’ fees in connection with
negotiations for the purchase of the Property arising out of any alleged agreement or
commitment or negotiation by Buyer or Seller.
28. CUMULATIVE RIGHTS: Except as may be otherwise provided elsewhere herein, no 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, do 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: ____________________________________________
Vivian L. Gillespie
Dated: November ____, 2023.
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DOCSOPEN\MU205\63\913104.v3-11/5/23
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: ___________________________________
Teresa Cermak, Acting President
Dated: November ____, 2023.
By: ___________________________________
Nyle Zikmund, Executive Director
Dated: November ____, 2023.
This instrument was drafted by:
KENNEDY & GRAVEN, CHARTERED (SJR)
Fifth Street Towers, Suite 700
150 South Fifth Street
Minneapolis, MN 55402
(612) 337-9300
Draft 11.5.2023
A-1
DOCSOPEN\MU205\63\913104.v3-11/5/23
EXHIBIT A
LEGAL DESCRIPTION
[Insert legal description]
PIN: 063023310014
Item No: 7C
Meeting Date: November 13, 2023
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: Villas of Mounds View, Certificate of Completion, Investment Letter,
and Resolution 23-EDA-368 Authorizing Issuance of the TIF Note
Background
Construction at the Villas of Mounds View has been completed and the Certificate of Occupancy
has been issued. We now need to start the process of finalizing the remaining required documents
from the Contract for Private Redevelopment (“CPD”), including the Certificate of Completion,
Investment Letter, etc., so that the TIF Note can ultimately be issued pursuant to Section 3.3 of the
CPD. The Developer has provided information (Evidence of Qualifying Costs; As-Built Construction
Plans; etc.) to satisfy CPD requirements and to allow issuance of the Certificate of Completion,
require receipt of the Investment Letter and then the completion of the final step, issuance of the TIF
Note.
Discussion
While the CPD authorizes staff to finalize all documents, staff desires to provide this update to the
EDA Commissioners and answer any questions.
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
N/A
Recommendation
Staff recommends the Council consider:
1.A motion is requested of the EDA authorizing staff to close out the project and process
all remaining CPD documents, and
2.A motion to adopt Resolution 23-EDA-368 and authorize issuance of the TIF Note.
Respectfully submitted,
______________________
Brian Beeman
Assistant City Administrator
Attachments(s):
1)Certificate of Completion
2)Form of Authorizing Resolution 23-EDA-368 Approving TIF Note
3)Investment Letter
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CERTIFICATE OF COMPLETION
WHEREAS, Mounds View Economic Development Authority, a public body corporate
and politic under the laws of Minnesota (“EDA”), and Villas of Mounds View, Limited Partnership,
a Minnesota limited partnership, formed under the laws of Minnesota (the “Redeveloper”), have
entered into a certain Contract for Private Redevelopment (the “Agreement”) dated the 9th day of
June, 2022, and recorded in the office of the Ramsey County Recorder as Document No.
A04957624 and recorded in the office of the Registrar of Titles in Ramsey County, Minnesota, as
Document No. T0273612, which Agreement contained certain covenants and restrictions
regarding completion of the Minimum Improvements, as defined in the Agreement; and
WHEREAS, the Redeveloper has performed said covenants and conditions in a manner
deemed sufficient by the EDA to permit the execution and recording of this certification.
NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements
specified to be done and made by the Redeveloper has been completed and the covenants and
conditions in the Agreement have been performed by the Redeveloper, and the County Recorder
in Ramsey County, Minnesota, is hereby authorized to accept for recording and to record the filing
of this instrument, to be a conclusive determination of the satisfactory termination of the covenants
and conditions relating to completion of the Minimum Improvements and the expiration of certain
obligations contained in the Agreement to the extent expressly provided for therein. Unless
otherwise expressly provided in the Agreement, Redeveloper shall be deemed to have satisfied its
obligations under the Agreement.
Dated: November _____, 2023. MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY
By ______________________________
Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instrument as acknowledged before me this _____ day of November, 2023,
by Nyle Zikmund, the executive director of the Mounds View Economic Development Authority,
a public body corporate and politic under the laws of Minnesota, on behalf of the Economic
Development Authority.
____________________________________
Notary Public
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MU205\52\914349.v1
ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF MOUNDS VIEW
RESOLUTION NO. 23-EDA-368
RESOLUTION APPROVING THE ISSUANCE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE
TAX INCREMENT REVENUE NOTE, SERIES 2023 IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$1,770,000
BE IT RESOLVED BY the Economic Development Authority of the City of Mounds
View (“EDA”), as follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The EDA has heretofore approved the establishment of Tax
Increment Financing District No. 1-7: Villas of Mounds View (the “TIF District”) within the
Mounds View Economic Development Authority Project (“Redevelopment Project”) and has
adopted a tax increment financing plan for the purpose of financing certain improvements within
the Redevelopment Project.
Pursuant to Minnesota Statutes, Section 469.178, the EDA is authorized to issue and sell
its bonds for the purpose of financing a portion of the public development costs of the
Redevelopment Project. The bonds are payable from all or any portion of revenues derived from
the TIF District and pledged to the payment of the bonds. The EDA hereby finds and determines
that it is in the best interests of EDA that it issue and sell its taxable Tax Increment Revenue
Note, Series 2023 (the “Note”), in the aggregate principal amount of $1,770,000, for the purpose
of financing certain public costs of the Redevelopment Project.
1.02. Agreement Approved; Issuance, Sale and Terms of the Note. The EDA has
previously approved the Contract for Private Redevelopment (the “Agreement”) between the
EDA and Villas of Mounds View, Limited Partnership, a Minnesota limited partnership, formed
under the laws of the State of Minnesota (the “Owner”), and has authorized the Executive
Director and President to execute the Agreement. Pursuant to the Agreement, the Note will be
sold to the Owner. The Note will be dated as of the date of delivery and will bear interest at the
rate of 4.00% per annum to the earlier of maturity or prepayment. In exchange for the EDA’s
issuance of the Note to the Owner, the Owner will pay certain costs related to the Minimum
Improvements (the Qualifying Costs, as defined in the Agreement) pursuant to Section 3.2 of the
Agreement. The Note will be delivered in the principal amount of $1,770,000 for reimbursement
of the Owner’s costs in accordance with the terms of Section 3.3 of the Agreement.
Section 2. Form of Note. The Note will be in substantially the following form, with
the blanks to be properly filled in and the principal amount and payment schedule adjusted as of
the date of issue:
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MU205\52\914349.v1
UNITED STATE OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
No. R-1 $1,770,000
TAXABLE TAX INCREMENT REVENUE NOTE
SERIES 2023
Date
Rate of Original Issue
4.00% November ____, 2023
Mounds View Economic Development Authority (“EDA”), for value received, certifies
that it is indebted and hereby promises to pay to Villas at Mounds View, Limited Partnership, a
Minnesota limited partnership, or its registered assigns (the “Owner”), the principal sum of
$1,770,000 and to pay interest thereon at the rate of 4.00 percent per annum, as and to the extent
set forth herein.
1. Payments. Principal and interest (“Payments”) are estimated to be paid on
August 1, 2024, and each February 1 and August 1 thereafter to and including February 1, 2050
(“Payment Dates”), in the amounts and from the sources set forth in Section 3 herein. Payments
will be applied first to accrued interest, and then to unpaid principal.
Payments are payable by mail to the address of the Owner or any other address as the
Owner may designate upon 30 days written notice to EDA. Payments on this Note are payable
in any coin or currency of the United States of America which, on the Payment Date, is legal
tender for the payment of public and private debts.
2. Interest. Interest at the rate stated herein will accrue on the unpaid principal,
commencing on the date of original issue. Interest will be computed on the basis of a year of 360
days and charged for actual days principal is unpaid.
3. Available Tax Increment. Payments on this Note are payable on each Payment
Date in the amount of and solely payable from “Available Tax Increment,” which will mean, on
each Payment Date, 90 percent of the Tax Increment attributable to the Redevelopment Property
(defined in the Agreement) and paid to the EDA by Ramsey County in the six months preceding
the Payment Date, all as the terms are defined in the Contract for Private Redevelopment
between the EDA and Owner dated as of June 9, 2022 (the “Agreement”). Available Tax
Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured
Event of Default by the Owner under the Agreement.
The EDA will have no obligation to pay principal of and interest on this Note on each
Payment Date from any source other than Available Tax Increment, and the failure of the EDA
to pay the entire amount of principal or interest on this Note on any Payment Date will not
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constitute a default hereunder as long as the EDA pays principal and interest hereon to the extent
of Available Tax Increment. The EDA will have no obligation to pay unpaid balance of
principal or accrued interest that may remain after the final Payment on February 1, 2050.
4. Optional Prepayment. The principal sum and all accrued interest payable under
this Note is prepayable in whole or in part at any time by EDA without premium or penalty. No
partial prepayment will affect the amount or timing of any other regular payment otherwise
required to be made under this Note.
5. Termination. At the EDA’s option, this Note will terminate and the EDA’s
obligation to make any payments under this Note will be discharged upon the occurrence of an
Event of Default on the part of the Redeveloper as defined in Section 8.1 of the Agreement, but
only if the Event of Default has not been cured in accordance with Section 8.2 of the Agreement.
6. Nature of Obligation. This Note is a single note in the total principal amount of
$1,770,000 issued to aid in financing certain public redevelopment costs and administrative costs
of a Redevelopment Project undertaken by the EDA pursuant to Minnesota Statutes, Sections
469.001 through 469.047, as amended, and is issued pursuant to an authorizing resolution (the
“Resolution”) duly adopted by the EDA on November 13, 2023, and pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including Minnesota
Statutes, Sections 469.174 to 469.179, as amended. This Note is a limited obligation of the EDA
which is payable solely from Available Tax Increment pledged to the payment hereof under the
Resolution. This Note and the interest hereon will not be deemed to constitute a general
obligation of the State of Minnesota or any political subdivision thereof, including, without
limitation, the EDA or the city of Mounds View. Neither the State of Minnesota, nor any
political subdivision thereof will be obligated to pay the principal of or interest on this Note or
other costs incident hereto except out of Available Tax Increment, and neither the full faith and
credit nor the taxing power of the State of Minnesota or any political subdivision thereof is
pledged to the payment of the principal of or interest on this Note or other costs incident hereto.
7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by
the EDA or its financial advisors in connection with the TIF District or the Agreement are for the
benefit of the EDA, and are not intended as representations on which the Owner may rely.
The EDA MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF
AND INTEREST ON THIS NOTE.
8. Registration and Transfer. This Note is issuable only as a fully registered note
without coupons. As provided in the Resolution, and subject to certain limitations set forth
therein, this Note is transferable upon the books of the EDA kept for that purpose at the principal
office of the Executive Director of the EDA as Registrar, by the Owner hereof in person or by
the Owner’s attorney duly authorized in writing, upon surrender of this Note together with a
written instrument of transfer satisfactory to the EDA, duly executed by the Owner. Upon the
transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge
required to be paid by the EDA with respect to the transfer or exchange, there will be issued in
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MU205\52\914349.v1
the name of the transferee a new Note of the same aggregate principal amount, bearing interest at
the same rate and maturing on the same dates.
This Note will not be transferred to any person other than an affiliate, or other related
entity, of the Owner unless the EDA has been provided with an investment letter in a form
substantially similar to the investment letter submitted by the Owner or a certificate of the
transferor, in a form satisfactory to the EDA, that the transfer is exempt from registration and
prospectus delivery requirements of federal and applicable state securities laws.
Notwithstanding the foregoing, Owner may grant, pledge and assign to any lender, to secure full
payment and performance of its obligations under the loan, all of Owner’s right, title and interest
in and to this Note. The EDA consents to the assignment of this Note to [Bridgewater Investment
Management, Inc., a Minnesota corporation and Bridgewater Bank, a Minnesota banking
corporation,] without the execution of an investment letter.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen,
and to be performed in order to make this Note a valid and binding limited obligation of the EDA
according to its terms, have been done, do exist, have happened, and have been performed in due
form, time and manner as so required.
IN WITNESS WHEREOF, the board of commissioners of the Mounds View Economic
Development Authority, has caused this Note to be executed with the manual signatures of its
President and Executive Director, all as of the Date of Original Issue specified above.
MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY
President Executive Director
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REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register
of the Executive Director of the EDA, in the name of the person last listed below.
Date of Registration Registered Owner Signature of EDA Executive Director
Villas of Mounds View,
Limited Partnership, a
Minnesota limited
partnership, formed under
the laws of the State of
Minnesota
7645 Lyndale Avenue South,
Minneapolis, MN 55423
Federal Tax ID #87-3517552
[End of Form of Note]
Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note will be issued as a single typewritten note
numbered R 1.
The Note will be issuable only in fully registered form. Principal of and interest on the
Note will be payable by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Principal of and interest on the Note will be
payable by mail to the owner of record thereof as of the close of business on the fifteenth day of
the month preceding the Payment Date, whether or not the day is a business day.
3.03. Registration. The EDA hereby appoints the Executive Director to perform the
functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of
registration and the rights and duties of the EDA and the Registrar with respect thereto will be as
follows:
(a) Register. The Registrar will keep at their office a bond register in which the
Registrar will provide for the registration of ownership of the Note and the registration of
transfers and exchanges of the Note.
(b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in a form
reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate and
deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate
principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing,
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MU205\52\914349.v1
the Note will not be transferred except (1) to any person other than an affiliate, or other related
entity, of the Owner unless the EDA has been provided with an investment letter in a form
substantially similar to the investment letter submitted by the Owner or a certificate of the
transferor, in a form satisfactory to the EDA, that the transfer is exempt from registration and
prospectus delivery requirements of federal and applicable state securities laws, or (2) to any
lenders of the note holder’s to secure full payment and performance of its obligations under a
loan. The EDA consents to an assignment of the TIF Note to [Bridgewater Investment
Management, Inc., a Minnesota corporation and Bridgewater Bank, a Minnesota banking
corporation], without the execution of an investment letter. For all other assignments, the EDA
shall require an investment letter from the assignee. The Registrar may close the books for
registration of any transfer after the fifteenth day of the month preceding each Payment Date and
until the Payment Date.
(c) Cancellation. The Note surrendered upon any transfer will be promptly cancelled
by the Registrar and thereafter disposed of as directed by the EDA.
(d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar
for transfer, the Registrar may refuse to transfer the same until they are satisfied that the
endorsement on the Note or separate instrument of transfer is legally authorized. The Registrar
will incur no liability for their refusal, in good faith, to make transfers which they, in their
judgment, deem improper or unauthorized.
(e) Persons Deemed Owners. The EDA and the Registrar may treat the person in
whose name the Note is at any time registered in the bond register as the absolute owner of the
Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Note and for all other purposes, and all the payments so
made to any registered owner or upon the owner’s order will be valid and effectual to satisfy and
discharge the liability of the EDA upon the Note to the extent of the sum or sums so paid.
(f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for
any tax, fee, or other governmental charge required to be paid with respect to the transfer or
exchange.
(g) Mutilated, Lost, Stolen or Destroyed Note. In case the Note becomes mutilated or
is lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, maturity dates
and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu
of and in substitution for the Note lost, stolen, or destroyed, upon the payment of the reasonable
expenses and charges of the Registrar in connection therewith; and, in the case the Note lost,
stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the Note was
lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of
an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both
the EDA and the Registrar will be named as obligees. The Note so surrendered to the Registrar
will be cancelled and evidence of the cancellation will be given to the EDA. If the mutilated,
lost, stolen, or destroyed Note has already matured or been called for redemption in accordance
with its terms, it will not be necessary to issue a new Note prior to payment.
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3.04. Preparation and Delivery. The Note will be prepared under the direction of the
Executive Director and will be executed on behalf of the EDA by the signatures of its President
and Executive Director. In case any officer whose signature appears on the Note ceases to be the
officer before the delivery of the Note, the signature will nevertheless be valid and sufficient for
all purposes, the same as if the officer had remained in office until delivery. When the Note has
been so executed, it will be delivered by the EDA to the Owner following the delivery of the
necessary items delineated in Section 3.3 of the Agreement.
Section 4. Security Provisions.
4.01. Pledge. The EDA hereby pledges to the payment of the principal of and interest
on the Note all Available Tax Increment as defined in the Note. Available Tax Increment will be
applied to payment of the principal of and interest on the Note in accordance with the terms of
the form of Note set forth in Section 2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal
thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains
unpaid, the EDA will maintain a separate and special “Bond Fund” to be used for no purpose
other than the payment of the principal of and interest on the Note. The EDA irrevocably agrees
to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax
Increment remaining in the Bond Fund will be transferred to the EDA’s account for the TIF
District upon the payment of all principal and interest to be paid with respect to the Note.
Section 5. Certification of Proceedings.
5.01. Certification of Proceedings. The officers of the EDA are hereby authorized and
directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and
records of the EDA, and the other affidavits, certificates, and information as may be required to
show the facts relating to the legality and marketability of the Note as the same appear from the
books and records under their custody and control or as otherwise known to them, and all the
certified copies, certificates, and affidavits, including any heretofore furnished, will be deemed
representations of the EDA as to the facts recited therein.
Section 6. Effective Date. This resolution will be effective upon full execution of the
Agreement.
Adopted by the Board of Commissioners of the Mounds View Economic Development
Authority, this 13th day of November, 2023.
President
Executive Director
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INVESTMENT LETTER
To Mounds View Economic Development Authority (“EDA”)
Attention: Executive Director
Dated: November ____, 2023
Re: $1,770,000 Tax Increment Revenue Note (Villas of Mounds View TIF Project No. 1-7)
The undersigned, as Purchaser of $1,770,000 in principal amount of the above-captioned
Tax Increment Revenue Note (the “Note”), approved by the Board of Commissioners of the
Mounds View Economic Development Authority on November ____, 2023, hereby represents to
you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel to the EDA,
as follows:
1. We understand and acknowledge that the Note is delivered to the Purchaser on this
date pursuant to the Contract for Private Redevelopment by and between the EDA and the
Purchaser dated June 9, 2022 (the “Agreement”).
2. The Note is payable as to principal and interest solely from Available Tax
Increment pledged to the Note, as defined therein.
3. We have sufficient knowledge and experience in financial and business matters,
including purchase and ownership of municipal obligations, to be able to evaluate the risks and
merits of the investment represented by the purchase of the above-stated principal amount of the
Note.
4. We acknowledge that no offering statement, prospectus, offering circular or other
comprehensive offering document or disclosure containing material information with respect to
the EDA and the Note has been issued or prepared by the EDA, and that, in due diligence, we have
made our own inquiry and analysis with respect to the EDA, the Note and the security therefor,
and other material factors affecting the security and payment of the Note.
5. We acknowledge that we have either been supplied with or have access to
information, including financial statements and other financial information, to which a reasonable
investor would attach significance in making investment decisions, and we have had the
opportunity to ask questions and receive answers from knowledgeable individuals concerning the
EDA, the Note and the security therefor, and that as reasonable investors we have been able to
make our decision to purchase the above-stated principal amount of the Note.
6. We have been informed that the Note (i) is not being registered or otherwise
qualified for sale under the “Blue Sky” laws and regulations of any state, or under federal securities
laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will
carry no rating from any rating service.
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7. We acknowledge that the EDA and Kennedy & Graven, Chartered, as legal counsel
to the EDA, have not made any representations or warranties as to the status of interest on the Note
for the purpose of federal or state income taxation.
8. We represent to you that we are purchasing the Note for our own account and not
for resale or other distribution thereof, except to the extent otherwise provided in the Note or as
otherwise approved in writing by the EDA.
9. All capitalized terms used herein have the meaning provided in the Agreement
unless the context clearly requires otherwise.
10. The Purchaser’s federal tax identification number is 87-3517552.
11. We acknowledge receipt of the Note on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the
date and year first written above.
VILLAS OF MOUNDS VIEW, LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: ____________________________
____________________________
Its: Chief Manager