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HomeMy WebLinkAboutResolution 10134 - 2025/07/14RESOLUTION NO. 10134 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA A RESOLUTION APPROVING OPTION AGREEMENT AND AUTHORIZING THE PURCHASE OF REAL PROPERTY WHEREAS, Jeffrey Malmgren and Kerri Ramsey Malmgren, husband and wife (collectively, the "Owner"), are the fee owners of four parcels of real property, which are located at 0 Woodlawn Drive, 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 Option Agreement, dated July 14, 2025 (the "Agreement"), with the City of Mounds View ("City') whereby the Owner agrees to grant the City an option to purchase the Property; and WHEREAS, the City desires to enter into an option to purchase the Property; and WHEREAS, the City has followed any and all applicable statutory provisions and finds that the option to purchase the Property and the agreement will fulfill the objectives, goals and mission of the City. NOW THEREFORE, BE IT RESOLVED by the City of Mounds View 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 City hereby approves the Agreement in substantially the form presented to the City on this date and on file with the City Administrator, including the option to purchase and the acquisition of the Property by the City, subject to modifications that do not alter the substance of the transaction and that are approved by the City's attorney. 3. The Mayor and City Administrator of the City are hereby authorized and directed to execute the Agreement for and on behalf of the City. The Mayor and City Administrator, staff and consultants of the City are hereby further authorized to perform the City'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 the real property contemplated herein. Adopted on the 141h day of July, 2025. Lindstrom, Mayor Attest: Nyle ikmu , City Administrator (SEAL) DOCSOPEIe MU210`,329\1036915.v2-7/9/25 EXHIBIT A LEGAL DESCRIPTION Property ID: 053023230021 Description: LAPORT MEADOWS LOT 2 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW Property ID: 053023230022 Description: LAPORT MEADOWS LOT 3 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW Property ID: 053023230023 Description: LAPORT MEADOWS LOT 4 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW Property ID: 053023230024 Description: LAPORT MEADOWS LOT 5 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW A-1 DOCSOPEN\MU210\329\ 103 6915. v2-7/9/25 OPTION AGREEMENT THIS OPTION AGREEMENT is entered into this ) `y day of -S H J Y , 2025, by Jeffrey Malmgren and Kerri Ramsey Malmgren, husband and wife, (the "Seller') in favor of the City of Mounds View, a municipal corporation under the laws of Minnesota (the "Buyer"). WHERAS, Seller is the owner of property located in the City of Mounds View, Ramsey County, Minnesota, located at 0 Woodlawn Dr (Parcel ID Numbers: 053023230021, 053023230022, 053023230023, 053023230024), Mounds View, MN, being legally described on Exhibit A attached hereto (the "Property") and subject to a survey description; and WHEREAS, Buyer wishes to obtain an option to purchase the Property for a use consistent with the long term plans for development of the community; and WHEREAS, the Seller is willing to grant to Buyer an option to purchase the Property under certain terms and conditions. NOW, THEREFORE, in consideration of the Buyer's payment to Seller of $500.00 as the option money ("Option Money"), Seller and Buyer have agreed to set forth their agreement regarding the Property pursuant to this Option Agreement, as follows: Section 1. Option to Purchase. 1.1. O_ption. Seller hereby grants to the Buyer the exclusive right to purchase the Property on the terms and conditions hereinafter set forth (the "Option"). Buyer shall provide notice to Seller that Buyer is exercising Buyer's exclusive option to purchase the Property and the purchase of the Property shall proceed to closing pursuant to the terms and conditions of this Option Agreement. 1.2. Term of Option. The period during which the Option may be exercised by Buyer (the "Option Period") shall be 365 days from the date of this Option Agreement. 1.3. Purchase Price. Buyer agrees to pay the Seller Two Hundred Thousand and No/100 Dollars ($200,000.00) for the Property including the Option Money. If the exercise of the Option is not made by the Buyer pursuant to this Option Agreement, Seller shall return the Option Money to the Buyer. 1.4. Exercise of Option. This Option and any extension thereof shall be deemed exercised if Buyer gives written notice of Buyer's intention to extend or exercise the Option to Seller in accordance with this Option Agreement. 1.5. Closing. If the Buyer exercises the Option, and unless extended by agreement of the parties, the closing ("Closing") on the purchase of the Property shall occur on a business day not later than sixty (60) days after receipt of written notice of Buyer's intention to exercise the Option. Unless otherwise mutually agreed by Seller and the Buyer, the execution and delivery of all deeds, documents and the payment of any purchase price shall be made in cash at the offices DOCSOPENNU2 1 0\329\1036056.v2-7/9/25 of the Buyer. The Buyer shall take possession of the Property on the day of execution and delivery of the deed therefor. 1.6. Assignment of Option. Buyer shall have the right, at its sole discretion, to assign this option to a third party for no additional consideration. 1.7. Preliminary Development. After execution of this Option Agreement, Buyer shall have the right to enter upon the Property for the purpose of taking soil tests and borings, making surveys and maps and performing investigative work, including environmental testing and assessment, as Buyer may deem necessary; provided, however, Buyer shall indemnify and hold Seller harmless from any mechanic's liens or claims arising out of such preliminary development work by Buyer. Buyer may assign this right to a third party or parties at its sole discretion. 1.8. Development of Property. Seller shall, both before and after the date of closing, but without expense to Seller, cooperate and join with Buyer in any and all actions, petitions and documents which are usual and necessary to accomplish the development of the Property consistent with Buyer's purposes and to plat the same for such purposes, all at the sole expense of the Buyer. 1.9. Examination of Title. Within 20 days after the date on which the Buyer exercises the Option, Seller shall deliver to the Buyer existing abstracts for the Property. Buyer shall obtain any desired title work from a title company acceptable to the Buyer. The Buyer shall have thirty (30) days from the date of its receipt of the such updated abstract or title work to review the state of title to the Property and to provide Seller with a list of written objections to such title. Upon receipt of the Buyer's list of written objections, Seller shall proceed in good faith and with all due diligence to attempt to cure the objections made by the Buyer. In the event that the Seller has failed to cure objections within twenty (20) days after its receipt of the Buyer's list of such objections, the Buyer may (i) by the giving of written notice to Seller terminate this Option Agreement and this Option Agreement shall be null and void and neither party shall have any liability hereunder, or (ii) waive such objection and proceed pursuant to this Agreement. The Buyer shall have the right, but not the obligation, to purchase title insurance at the Buyer's sole cost. Seller will take no actions nor permit any liens to encumber title to the Property between the date on which the Buyer exercises the Option and the date on which the Property is delivered to the Buyer. Notwithstanding any other provision of this Option Agreement, Seller shall at all times be responsible to pay special assessments, if any, while the Seller is in possession of the Property. Section 2. Documents. The following documents shall be in approved form, be executed by the Seller either before or at Closing and be delivered by Seller at Closing: 2.1. Warranty Deed. Warranty Deed for good, marketable, insurable, and indefeasible title, duly executed in recordable form from Seller to the Buyer conveying the Property, subject only to the following Permitted Exceptions: 1) building and zoning laws, ordinances, state and federal regulations; 2 DOCSOPEN\MU2 1 0\329\1036056.v2-7/9/25 2) public utility and road easements of record which do not materially interfere with the use or development of the Property; 3) lien of current taxes not yet due and payable; 4) reservation of any mineral rights or minerals to the State of Minnesota; 5) any lien, claim or encumbrance incurred or suffered by Buyer. Said Warranty Deed also shall be accompanied by a well disclosure. 2.2. Documents to be Delivered at Closing by Seller. In addition to the Warranty Deed required at paragraph 2.1. above, Seller shall deliver to the Buyer: A. Standard form Affidavit of Seller. B. Updated abstract of title, if available. C. A "bring -down" certificate, certifying that all of the warranties made by Seller in this Option Agreement remain true as of the date of closing. D. Certificate that Seller is not a foreign person or entity. E. Bill of Sale conveying title of the personal property, if any, to Buyer. F. Well disclosure certificate, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to subparagraph (4) above must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real property." G. Individual sewage treatment system disclosure statements prepared on forms provided for that purpose as required by applicable statutes. H. Methamphetamine Disclosure form required by applicable statutes. I. A comprehensive endorsement to the title insurance policy will be included and paid for by Seller. J. Executed termination agreements terminating all leases affecting the Property. K. Such other documents as may be reasonably required by Buyer's title examiner or title insurance company. 3 DOC SOPENN U210\329\ 1036056. v2-7/9/25 2.3. Closing Costs and Related Items. A. Buyer will pay: (a) the closing fees charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement; (b) the premium for title insurance policy, if any, obtained by the Buyer, with the exception of a comprehensive endorsement which shall be paid by the Seller; and (c) recording fees required to enable the Buyer to record its deed from Seller under this Option Agreement. B. Seller will pay: (a) fees for the title commitment; (b) any transfer taxes required to record the deed from Seller under this Option Agreement; (c) all liens, encumbrances or mortgages, if any, and (d) any other recording fees that may be required to give Buyer good marketable title to the Property. Section 3. Taxes. In the event the Buyer exercises its Option, real estate taxes due and payable in the year of closing upon the sale of the Property, if any, shall be paid by Seller and the Buyer, pro-rata as of the date of closing on the Property. Seller shall pay all delinquent taxes and penalties and interest thereon on or before closing, if any. Seller shall pay at Closing all special assessments or similar governmental impositions levied or deferred against the Property. The Buyer shall be responsible for all special assessments or similar governmental impositions levied against the Property from the day after the date of closing on the Property. If this conveyance constitutes a split in a legal description or tax parcel, Buyer's pro-rata share of taxes due in the year of closing shall be based on the date of closing and on the percentage of the tax parcel acquired by Buyer. Section 4. Representations and Warranties by Seller. Seller represents and warrants to the Buyer that: 4.1. Seller has full power and authority to enter into and perform this Option Agreement in accordance with its terms. 4.2. Seller has good, insurable and marketable title in fee simple to all of the Property. 4.3. Seller will not be entitled to any relocation benefits or assistance as a result of exercise of this option by the Buyer. 4.4. Upon transfer of the Property to the Buyer, no third party by virtue of any purchase agreement, letter of intent or similar instrument executed by Seller, unless such instrument is assigned to the Buyer and the Buyer's request, will have any claim or right to or against the Property, or against the Buyer as a result of any such instruments. 4.5. Seller has no notice or knowledge of. (i) any violation of any law, ordinance, rule, code or regulation requiring or calling attention to the need for any improvement, construction, alteration or installation on or in connection with the Property; (ii) any uncured notice of any unsatisfactory condition concerning the Property from any insurance company, Board of Fire 4 DOCSOPENNU2 10\329\1036056.v2-7/9/25 Underwriters or mortgagee; or (iii) any planned, pending or contemplated condemnation, eminent domain, or similar action or proceeding with respect to the Property or any part thereof. 4.6. There have been no bankruptcy or dissolution proceedings involving Seller during the time Seller has had any interest in the Land; there are no unsatisfied judgments or state or federal tax liens of record against Seller; there are no unrecorded mortgages, contracts for deed, purchase agreements, options, leases, easements, or other agreements or interests relating to any of the Property; and there are no persons in possession of any portion of the Property other than Seller. 4.7. Seller is not in default in the performance of any obligations under any easement agreement, covenant, condition, restriction, or other instrument relating to the Property. 4.8. Seller warrants that buildings, if any, are entirely within the boundary lines of the Property. Seller warrants that there is a right of access to the real Property from a public right- of-way. Seller warrants that there has been no labor or material furnished to the Property for which payment has not been made. Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the Property. Seller hereby agrees that each of the foregoing representations and warranties shall survive closing hereunder and that the breach of any thereof shall constitute a default, whether said breach occurs prior to or after Closing, entitling the Buyer to exercise any remedy provided to the Buyer in this Option Agreement in the event of a default by Seller. Section 5. Default. If Seller defaults in its obligation to close and deliver the deed in accordance with the provisions of this Option Agreement, the Buyer may, by notice upon Seller, (i) terminate this Option Agreement, in which event Seller shall reimburse the Buyer for all costs and expenses incurred by the Buyer in connection with this transaction up to and including the date of default, or (ii) avail itself of any other remedy for said default which it may have at law, in equity or by statute, including, but not limited to, an action for damages; or iii) seek specific performance, and the reimbursement of costs and expenses. If the Buyer shall have exercised the option granted hereunder and if the Buyer shall default in the performance of any of its obligations hereunder, then Seller may avail itself of any remedy for said default which it may have at law, in equity or by statute, including, but not limited to, an action for damages and/or specific performance. Section 6. Contingencies. 6.1. Buyer's obligation to buy is contingent upon the following: (A): Buyer's determination of marketable title pursuant to Section 1.9. of this Option Agreement; and (B): Buyer's determination, in its sole discretion, that the results of the environmental investigation under Section 8 of this Option Agreement are satisfactory to Buyer. 5 DOCSOPEN\MU2 10\329\1036056.v2-7/9/25 (C): Buyer's approval of an appraisal of the Property, at Buyer's expense. (D): Seller to supply Buyer with a copy of all written leases, if any, and a list of any outstanding verbal agreements regarding leasehold agreements and evidence that such leases or agreements have been terminated. (E): Approval of this Option Agreement by the Buyer's governing body. Buyer shall have until sixty (60) days from execution of this Option Agreement to remove the remaining contingencies set forth above. 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 Option Agreement shall thereupon be void, at the option of Buyer. If this Option Agreement is voided by Buyer, Buyer and Seller shall execute and deliver to each other the termination of this Option Agreement. As a contingent agreement, the termination of this Option Agreement is not required pursuant to Minnesota Statutes, Section 559.21, et seq. 6.2. Seller's obligation to sell is contingent upon the following: (A): None. Section 7. Operation of Property Prior to Closing. Until the Closing Date, Seller shall have the full responsibility for the continued maintenance of the Property. Prior to the Closing Date: A. Seller shall not cause any new liens, leases, contracts or encumbrances to be created by Seller against the Property; B. Seller shall continue to comply with all of its duties and obligations as set forth in any leases or contracts in effect at the Property; C. Seller shall (i) maintain the Property in good repair, (ii) not make, terminate or materially change, amend, modify materially any agreements relating to the Property or other rights, obligations or agreements relating to use, ownership or operation of the Property where such changes, amendments or modifications would increase the Seller's obligations liability or expenses thereunder, not enter into any commitments for the rental or use of the Premises or any portion thereof, and (iii) not make any substantial alterations or changes to the Property other than ordinary and necessary maintenance repairs without Buyer prior written approval, which shall not be unreasonably withheld or delayed. Subject to the foregoing, Seller shall have the right to continue to carry on the business currently conducted from the Property and to operate the Property in the ordinary course of business. 6 DOCSOPEN\MU2 1 0\329\1 036056.v2-7/9/25 Section 8. Environmental Inspection and Representations. 8.1. Buyer and its agents shall have the right to enter upon the Property after the date of this Option Agreement for the purpose of inspecting the Property and conducting such environmental examination and tests as Buyer deems necessary. Buyer agrees to indemnify the Seller against any liens, claims, losses, or damage occasioned by Buyer's exercise of its right to enter and work upon the Property. Buyer agrees to provide Seller with a copy of any report prepared as a result of such examination and tests. 8.2. 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 contamination or hazardous substances in the subsoil or ground water of the Property or other adjacent properties. This warranty shall survive the closing of this transaction. 8.3. In the event Buyer's testing discloses contamination or hazardous conditions in the subsoil or groundwater of the Property, Buyer shall be privileged to rescind this transaction and cancel this Option Agreement upon written notice to Seller. 8.4. Removal of Hazardous Material. Seller, prior to vacating the Property, shall remove all substances which, under state or federal law, must be disposed of at an approved disposal facility. This includes, but is not limited to, used oil, paints, solvents, fertilizers, poisons, and the like. 8.5. Seller agrees to indemnify and hold harmless Buyer from any and all claims, causes of action, damages, losses, or costs (including reasonable attorneys' fees) relating to contamination or hazardous substances 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. Section 9. Possession. 9.1. Possession. Seller shall transfer possession of the Property to the Buyer no later than date of closing. 9.2. Removal of Property. Seller agrees to remove from the Property all debris and items of Seller's personal property not included in this sale no later than date of closing. Items not removed by that date will be disposed of by the Buyer, and the cost of disposal will be Seller's expense. 9.3. Utilities. Seller agrees to pay all charges for sewer, water, electric, gas, and cable television or any other applicable utilities until date of closing, if any. 9.4. No encumbrances. Seller agrees not to place any liens or encumbrances on the Property after the date of this Option Agreement. 7 DOCSOPEN\MU2 1 0\329\1036056.v2-7/9/25 Section 10. Miscellaneous. 10.1. Notice. Any notice must be in writing, and will be deemed delivered if delivered personally or when deposited in the United States Mail, postage pre -paid at the following addresses (or such other address as may be designated in writing): a) If to Seller: Jeffrey Malmgren and Kerri Ramsey Malmgren C17 q �a.+•r view Q ve.. _5- 5-r • I , Yh vt 5511 (o b) If to Buyer: City of Mounds View Attn: Nyle Zikmund 2401 Mounds View Boulevard Mounds View, MN 55112 with a copy to: Scott J. Riggs Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 10.2. Right of Entry. The Buyer shall be entitled to enter upon the Property for inspection, soil tests, and examination; provided that the Buyer will restore any disturbance to the Property and will hold Seller harmless from and against all damages and liability caused by the Buyer's actions. 10.3. Memorandum of Option. At the request of either party, the parties hereto shall execute a Memorandum of Option in recordable form memorializing this Option Agreement. 10.4. Runs with the Land. The terms, covenants, indemnities and conditions of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. Time is of the essence of this Option Agreement. 10.5. Assignment. The Buyer shall have the right to assign its rights under this Option Agreement. 10.6. No Waiver. Nothing herein shall be construed as, or deemed to be a waiver of, the right of the Buyer at any time to exercise its powers of eminent domain with respect to the Property. 10.7. Entire Agreement. This Option Agreement represents the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, whether written or oral. 8 DOCSOPENNU2 1 0\329\1 036056.v2-7/9/25 10.8. Modification and Waiver. No purported amendment, modification or waiver of any provision hereof shall be binding unless set forth in a written document signed by both parties (in the case of amendments or modifications) or by the party to be charged thereby (in the case of waivers). Any waiver shall be limited to the circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term hereof or of the same circumstance or event upon any recurrence thereof. 10.9. Broker. Buyer represents that it has not engaged any real estate broker in connection with the sale of the Property. Seller has not engaged the services of a broker, or if Seller has engaged the services of a broker, Seller will be solely responsible for the costs of such broker and shall defend, indemnify and hold Buyer harmless from any claims of such broker. 10.10. No Merger of Representations, Warranties. The representations and warranties contained in this Agreement shall not be merged into any instruments or conveyance delivered at closing, but instead shall survive closing, and the parties shall be bound accordingly. 10.11. Relocation Benefits. The Buyer has notified the Seller that (a) the Buyer only seeks to acquire the Property by voluntarily conveyance; (b) the Buyer initiated negotiations; and (c) if negotiations fail, the Buyer will not acquire or undertake acquisition of the Property by eminent domain. 10.12. Specific Performance. This Option Agreement may be specifically enforced by the parties, provided that any action for specific enforcement is brought within six months after the date of the alleged breach. This paragraph is not intended to create an exclusive remedy for breach of this Option Agreement; the parties reserve all other remedies available at law or in equity. 10.13. 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 Option Agreement. The Seller, and the Seller's successors or assigns, agrees 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 Option Agreement. Nothing in this Option Agreement shall 9 DOC S O P EN\M U210\3 29\ 103 605 6. v2-7/9/25 be construed as a waiver or modification of immunity or limitation on liability to which the Buyer is entitled pursuant to Minnesota Statutes, Chapter 466, or otherwise. 10.14. Release of Claims. The Seller and the Seller's attorneys, agents, employees, former employees, insurers, heirs, administrators, representatives, successors and assigns, hereby releases and forever discharges the Buyer, and its attorneys, agents, representatives, employees, former employees, insurers, heirs, executors and assigns of and from any and all past, present or future claims, demands, obligations, actions or causes of action, at law or in equity, whether arising by statute, common law or otherwise, and for all claims for damages, of whatever kind or nature, and for all claims for attorneys' fees, and costs and expenses, including but not limited to all claims of any kind arising out of the negotiation, Buyer consideration, execution and performance of this Option Agreement between the parties. Nothing contained in this paragraph 10.14. is intended to prevent the exercise of any rights available pursuant to this Option Agreement. 10 DOCSOPEN\MU2 1 0\329\1036056.v2-7/9/25 IN WITNESS WHEREOF, the parties hereto have caused this Option Agreement to be duly executed in their names and on their behalf on or as of the date and year first above written. By: Its: By: Its: Seller Jeffrey Malmgren Kerri Ramsey Malmgren Buyer City of Mounds View d Zac r T, If, �_ 11 DOCSOPEN\MU2 1 0\329\1036056.v2-7/9/25 EXHIBIT A LEGAL DESCRIPTION Property ID: 053023230021 Description: LAPORT MEADOWS LOT 2 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW Property ID: 053023230022 Description: LAPORT MEADOWS LOT 3 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW Property ID: 053023230023 Description: LAPORT MEADOWS LOT 4 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW Property ID: 053023230024 Description: LAPORT MEADOWS LOT 5 BLK 3 Property Address: 0 WOODLAWN DR MOUNDS VIEW A-1 DOCS OP EN\M U210\329\ 1036056. v2-7/9/25