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#266 01-31-67 Purchase Brookview Golf Course0M, Resolution No. 266 January 31, 1967 Member Stockman introduced the following resolution and 14OVED its adoption: RESOLUTION (Authorizing the Purchase of Certain Real estate - Brookview Golf Course - Subject to Certain Conditions) WHEREAS, it appears that certain real estate, more particularly described in that certain proposed Purchase Agreement made a part hereof, is needed for public purposes, specifically for Park and Recreation, and WHEREAS, it appears that said property can be acquired through negotiated purchase at a price of One Million Three Hundred Twenty-five Thousand Dollars ($1,325,000) subject to certain conditions as more particularly set forth in the Attached Exhibit "A"made a part hereof, being proposed Purchase Agreement for the acquisition of said property, and WIE,FEAS, said negotiated price referenced above appears to be reasonable and equitable so that condemnation proceedings would not be warranted under the circumstances, NOW., THEREFORE, BE IT RESOLVED, by the Village Council of the Village of Golden Valley that that certain real estate generally known as Brookview Golf Course and more specifically described in Exhibit "A" made a part hereof, is hereby ordered to be purchased by the Village of Golden Valley, subject, however, to all the terms and conditions as outlined in the said Exhibit "A", and the Mayor and the Village Clerk are hereby authorized and directed to execute the necessary papers in connection with the acquisition of said real estate, the price to be paid therefor, assuming the conditions of said proposed Purchase Agreement, being Exhibit "A", are met, to be the sum of Ona Million Three Hundred Twenty-five Thousand Dollars ($1,325,000), it appearing to this governing body that said property is necessary and desirable for the public purposes hereinabove set forth; HE IT FURTHER RESOLVED, that the acquisition of said property, upon and subject to the terms and conditions set forth in the Attached Exhibit "A" hereto, is authorized on the basis of a cash payment of Five Thousand Dollars ($5,000)'to be made at the time said proposed Purchase Agreement is entered into and the sum of One Million Three Hundred Twenty Dollars ($1,320,000) cash payment to be made from the Village of Golden Valley as purchaser and the present legal owners of said property as sellers at the time said sale trans- action is closed in accordance with the terms of said proposed Purchase Agreement on or before September 30, 1967. BE IT FURTHER RESOLVED that all of the terms and conditions of said proposed Purchase Agreement, being Exhibit "A" attached hereto, are hereby incorporated into this Resolution, as fully as if made a part hereof, and that the appropriate Village,officials are hereby authorized and directed to cause such action to be taken as is necessary to call for and conduct a special Village bond election with respect to the financing required in order to proceed with said property acquisition, and assuming an affirmative vote of the electorate in favor of said bond issuance for the purposes of said acquisition, to thereafter cause the sale and issuance of said bonds, all again as more particularly set forin in the attached Exhibit "A". 1 Resolution No. 266 Attest: C J Village Clerk January 31, 1967 The motion for the adoption of the foregoing resolution was seconded by Member Garis, andupon vote being taken thereon, the following voted in favor thereof: Bies, Garis, Stockman and Teresi and the following voted against the same: None, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the Clerk. PURCHASE AGREEMENT GOLDEN VALLEY, MINNESOTA February 8, 1967 RECEIVED of the Village of Golden Valley, Minnesota, a municipal corporation, under the laws of the State of Minnesota, the sum of Five Thousand and No Hundredths Dollars ($5,000.00) as earnest money and in part payment for the purchase of property known as Brookview Golf Course, situated in the County of Hennepin and State of Minnesota, and legally described as follows: (See Attached Exhibit "C") including all land, buildings and such personal property and equipment as is shown on that inventory attached hereto as Exhibit "A", now situated upon the said Brookview Golf Course, all of which property the undersigned Brookview Country Club (hereinafter sometimes referred to as "Brookview") has this day sold to the Village of Golden Valley (hereinafter sometimes referred to as "Golden Valley") for the sum of One Million Three Hundred Twenty Five, Thousand and No Hundredths Dollars ($1025,000.00) which the buyer agrees to pay in the following manner: Earnest Money herein paid: Five Thousand and No Hundredths Dollare ($5,000.00) and Balance of: One Million Three Hundred Twenty Thousand and No Hundredths Dollars ($1,320,000.00) To be paid on or before September 30, 1967, which shall be the date of closing. It is understood and agreed that this Purchase Agreement, and the closing thereof, is contingent upon the following: T 6 Resolution No. 266 January 31, 1967 EXHIBIT A TO RESOLUTION DATED January 31, 1967 a) A favorable vote of a majority of those voting upon the issue of whether or not the Village of Golden Valley shall proceed with the acquisition and development of the property covered hereby and with the issuance of general obligation bonds of the Village, in the maximum amount of One Million Five Hundred Thousand Dollars ($1,500,000) to finance said acquisition and development, which vote shall be conducted by a special Village election to be held not later than July 1, 1967, the Village of Golden Valley hereto agreeing that it will take such steps as are necessary to cause said election to be held by said date; and, assuming a favorable majority vote of the citizens of Golden Valley voting at said special election as specified above; b) The successful completion on or before August 15, 1967, on terms approved by the Village Council, of a sale of the aforereferenced general obligation bonds of the Village of Golden Valley for an amount not to exceed One Million Five Hundred Thousand Dollars ($1,500,000). In the event that conditions (a) and (b) above are not fully satisfied and met on or before August 15, 1967, then this Purchase Agreement shall be null and void with- out further obligation to either party hereto and all monies paid by the Village of Golden Valley as earnest money hereunder shall be promptly refunded. The seller agrees to deliver possession not later than October 1, 1967, provided that the conditions of this agreement have been complied with; provided, however, that it is acknowledged and agreed between the parties that Brookview is making the sale herein involved on the basis that it intends to construct similar new facilities in the Minneapolis metropolitan area, and it is therefore an integral part of this transaction that said Brookview Country Club continue to have contemporaneous use with the Village of the Club and attendant facilities on the terms and conditions set forth below until Brookview's new facilities are available for occupancy, but that Brookview's use of the premises covered hereby shall not, in any event, extend beyond December 31, 1968. The uses to which Golden Valley may put the premises during the period from closing to December 31, 1968, or Brookview's sooner vacation thereof, shall include the following: 1) Swimming pool on three weekdays per week not including holidays for swimming instruction classes from 8:00 to 11:00 o'clock A. M., it being understood that Golden Valley shall be responsible for providing all personnel, including lifegards, necessary for the operation of said classes and shall be responsible to maintain and clean up the pool and pool area following said periods of use and shall further indemnify and save harmless Brookview from any and all liability to users of the pool or to third parties arising out of the use of the pool or acitivites incident thereto in connection with said swimming classes or any other use of the pool during the term of this agreement. 2) Golden Valley shall have the sole use of presently unimproved area not involved in golf course operations as shown on attached Exhibit "B" and may not only use same for such purposes as it wishes but may improve or commence construction on said area in such ways that it will not interfere<': A Resolution No. 266 January 31, 1967 with Brookview's use of the remaining premises for a golf course and attendant facilities. Conversely, Brookview shall use the golf course and attendant facilities in such a way as not to interfere with Golden Valley's use of the premises to which it is entitled. Brookview shall have the right to use the premises from the date of closing to the date Brookview vacates for any lawful purpose which does not interfere with Golden Valley's uses as specified immediately above. WHEREFORE the parties hereto do further agree that the Village of Golden Valley shall lease the premises covered hereby to the Brookview Country Club from and after the date of closing hereof up until December 31, 1968, on the following terms and conditions: a) As rental for said premises Brookview shall pay to Golden Valley the sum of Eight Thousand Twenty and No Hundredths Dollars ($8,020.00) per month, (computed on the basis of a payment to the Village of Golden Valley of five (5) percent per annum of the purchase price herein prorated over a twelve (12) month period and an additional Thirty Thousand and No Hundredths Dollars ($30,000.00) per annum for the equivalent of annual general taxes and installments of special assessments), except that lease payments during that portion of 1967 following date of closing shall be Five Thousand Five Hundred Twenty and No Hundredths.($5,520.00) Dollars per month (since Brookview will have paid the entire amount of taxes and special assessments due and payable in the year 1967) and rental payments shall be due on the last day of each and every month during said lease term. b) Brookview shall hold the Village harmless from all claims or damages incidental to Brookview's use of the leased facility during the term of the lease and as evidence of its ability to provide such indemnification to the Village, Brookview shall furnish the Village with an owner's protective liability insurance policy, written by a company acceptable to and on form approved the the Village, in the minimum amounts of One Hundred Thousand Thousand Dollars ($100,000) each person, Three Hundred Thousand Dollars ($300,000) each occurrence, and Fifty Thousand Dollars ($50,000) property damage. c) The Village of Golden Valley shall have the responsibility for carrying all such fire and extended coverage insurance as is desired by the Village to protect the Village against loss to the real and personal property covered hereby from such occurrences from and after the date of the closing of the transaction of sale. d) All necessary maintenance during the period of the lease term shall be provided by Brookview so as to keep the .premises covered hereunder in as good a state or condition of repair as the same existed as of the date of the closing of this sale transation; provided, however, that Brookview shall not be 'responsible for damages or changes in condition (nor necessary repair thereof) attributable to storms or acts of God, causing damage to trees, shrubs, unimproved land or change in the level or course of any stream Resolution No. 266 January 31, 1967 running through the premises. The Village shall havereasonable inspection privileges respecting the premises to insure that Brookview maintenance operations, as set forth herein, are being carried out. In furtherance of this provision, Brookview agrees to reimburse the Village's costs of provid- ing for said inspection and supervision of the maintenance of the grounds, buildings and equipment as covered by this purchase agreement from and after January 1, 1968, in the sum of Seventy-five Hundred Dollars ($7,500) per year, prorated on a monthly basis during the term of the lease. It is further agreed that the said Village inspector or supervisor shall have the right and duty to work full time under Brookview's Grounds Superintendent and consult with all of Brookview's maintenance crews and personnel on matters relating to maintenance of the facilities covered hereby all during the period of said lease. e) Any and all necessary utilities required in connection with the operation of the golf course during the period of the lease shall be paid by the Brookview Country Club. f) The Village shall have the right at any time during the period of the lease to make any such improvements or remodeling or refurbishing changes on any part of the premises covered hereby as the Village shall deem advisable; provided, however, that any such work shall be done in such a manner as not to cause undue or unnecessary inconvenience to the Brookview Country Club. g) Any and all breakage or damage to property or equipment covered by the Purchase Agreement, as to which property and equipment Brookview shall have the right of use during the full period of the lease, shall be the responsibility of the Brookview Country Club so that the cost of any replace- ment or repair necessitated thereby shall be borne by Brookview. h) In the event of a fire with respect to the premises covered hereby, the Village may, at its option repair any facilities thus damaged or destroyed, except that if said fire occurs within nine (9) months of the date of the sale transaction, then the Village must provide minimum facilities to allow for golf play, locker and showers, said facilities to be provided in the swimming pool, bath house, or such similar quarters as may be erected by the Village and approved by Brookview Country Club. i) Notwithstanding anything to the contrary hereinabove contained, that said lease shall extend to December 31, 1968, it is agreed that Brook - view shall have the right to vacate the premises when its new facilities are ready for occupancy; provided, however, that in order to vacate the leased premises and terminate the lease involved herein without further liability, Brookview must give to the Village of Golden Valley at least sixty (60) days written notice of its intent to vacate prior to December 31, 1968, which written notice shall specify a date on or after said sixty (60) day period when such vacation shall actually occur, 9 Resolution No. 266 January 31, 1967 SUBJECT to performance by the Village of the obligations undertaken by the Village on or before the date of closing of the sale transaction, Brookview Country Club agrees to execute and deliver a Warranty Deed convey- ing marketable title to the premises covered hereby subject only to the following exceptions: a. Building and zoning laws, ordinances, State and Federal regulations. b. Restrictions relating to use or improvement of premises not subject to unreleased forfeiture. c. Reservation of any minerals or mineral right to the State of Minnesota. d. Utility easements. The Village shall assume the obligation for all real estate taxes due in the year 1968 and any unpaid installments of special assessments payable therewith and thereafter, subject, however, to Brookview's obligation with respect to rental based partially on taxes and assumed in the leasing arrangement as hereinabove specified. Brookview shall maintain fire and extended coverage insurance on all improvements on the premises covered hereby, in the minimum amount of Three Hundred Forty Thousand and No Hundredths Dollars ($340,000) 90% co-insurance between the date hereof and the date of closing, and in the event of any loss or damage from such insured causes shall hold the proceeds received therefrom in trust for the Village of Golden Valley, subject, however, to the understanding that Golden Valley shall be required to immediately apply such amount of said proceeds as is required to the construction of the minimum facilities provided for in Paragraph (h) on Page 6 hereof, any balance to be paid over to and retained by Golden Valley at the time of closing. The net amount of any loss occasioned by Brookview's failure to carry such insurance between the date hereof and the closing date as reflected by the diminution of the market value of the premises, shall be borne by Brookview and deducted from the balance due from Golden Valley to Brookview at closing. Brookview shall within a reasonable time after satisfaction of the contingencies of this agreement and prior to the closing date furnish an Abstract of Title certified to date (or a Certificate of Title and Registered Property Abstract), both also to include proper searches covering bank- ruptcies, and State and Federal judgments and liens. The Village shall be allowed fifteen (15) days after receipt thereof for examination of said title and the making of any objections thereto, said objections to be made in writing or deemed to be waived. If any objections are so made Brook - view shall be allowed One Hundred Twenty (120) days to make such title marketable. Pending correction of title the payments hereunder required shall be postponed, but upon correction of title and within ten (10) days after written notice, the Village shall perform this Agreement according to its terms. z Resolution No. 266 January 31, 1967 If said title is not marketable and is not made so within One Hundred Twenty (120) days from the date of written objections thereto as above provided, this Agreement shall be void, and neither principal shall be liable for damages hereunder to the other principal, and all money there- tofore paid by the Village shall be refunded; but if the title to said property be found marketable, or be so made within said time, and said Village shall default in any of the agreements and continue in default for a period of ten (10) days, then and in that case the Brookview Country Club may terminate this contract, and on such termination all the payments made upon this contract shall be retained by said Brookview Country Club and its agent as their respective interests may appear, as liquidated damages, time being of the essence hereof; but this provision shall not deprive either party of the right of -enforcing the specific performance of this contract, provided such..contract shall not be terminated as aforesaid and provided action to enforce such specific performance shall be commenced within six (6) months after such right of action shall arise. The lease provisions spelled out herein together with the other rights and obligations imposed on or for the benefit of either party which are effective from and after the date of transfer of legal title (which has otherwise been referred to as closing date) shall survive the closing and transfer of title and no other formal lease agreement shall be required. This agreement shall be binding upon the parties hereto and their respective successors and assigns. The Village of Golden Valley hereby agrees to purchase the afore- said property for the price and upon the terms above mentioned, subject to all the terms and conditions herein expressed. Attest: /s/ HELEN PENNIMAN Helen Penniman, Village Clerk Brookview Country Club,as owner to sell the aforesaid property for the subject to all the terms and conditions In the Presence of: /s/ NATHAN H. CHESLER /s/ ROBERT KELBER VILLAGE OF GOLDEN VALLEY By /s/ CLIFF TERESI Cliff Teresi Acting Mayor of the above premises, hereby agrees price and upon the terms above mentioned, herein expressed. BROOKVIEW COUNTRY CLUB By /s/ DAVID E. KIEFFER Its President And /s/ ARNOLD SASKIN Its Secretary 1 EXHIBIT `rA" BROOKVIEW INVEwORY Orookvieso inventory per count with James Lindblad, Asterisks indicate those items to be kept by Brookvi &w per verbal agreerrtent 1 BROOKVIEW INVENTOR' Inventory ITEM Description FURNITURE 220 Stac ing Dining Room Chairs 220 Old Dining Room Chairs 15 6' Tables 22 3' Square Formica Tables 6 Round Tables 46 Mates Chairs 12 Bar Stools 4 4' Coat Racks 1 $' Coat Racks 15 Couches 4 Hassocks 7 5= Floor Lamps 1 * 21" Color T V 1 17" B & W T V 3 Water Coolers 6 End Tables 2 * Pianos 1 * Piano Bar 1 Glass Bulletin Board * Portable P A System 92 Womens Lockers 251 Mens Lockers 29 Stools in Dressing Rooms (incl pool) 1 Couch - Ladies 3 Shoe Boxes 1 Chair 1 Rocker 2 51' x 3' Shoe Racks 1 Scale 1 Shoe Buffer 20 Cushman Golf Carts 20 -A Battery Chargers POOL 252 Lockers 7 Pool Tables 9 Umbrellas 15 Pool Trays 164 Misc Pool Chairs Pool Vacuum & Maintenance Equipment 20 Steel upright Chairs z 2 3' x 2' Formica Serving Counter 1 3 Burner Hot Plate 1 2 Burner Hot Plate Pool 1 18' Under bar stainless sink 1 71 Beer Cooler 1 8' Portable Bar with Premix Taps 5 Pan Tables r AF LJ BROOKAVIEW INVENTORY Page 2 Inventory Item Description FOOD EQUIPMENT Const 1 21 45 24 52 18 25001 40 8 Ice Ma& Ines Ice Crusher 81 Ice Boxes Westinghouse Icebox 5' x 2V Freezer Hot Dog Warmer Bun Warmer 181, x 2411 Grill Hotpoint Deepf r yer 81 Ice cream freezer 4 Ga 1 Coffee Maker 6' Chest Freezer 41 Chest Freezer 31 Chest Freezer Toledo Dishwasher Heavy Duty Mixer Range Grill Work Steam Table 421 x 4j x 2 Showcase 61 x 21 Showcase Pool Pool Pool Pool Pool Pool Appurtenances COURSE MAINTENANCE EM PMENT * 1959 Toro General * 1965 Toro Super Pro 7 Gang * 1952 Ford Tractor w/loader * 1957 Chev 3/4 T Truck * 1932 Kt Tractor * 1957 Cushman Truckster * 1965 Cushman Truckster * 1952 ,John Bean Sprayer * 1961 5 Gang Frame -8 Rough Mowers * 1960 .Jeri Sickle Mower Greens Mowers * Tee Mowers 3 Gang f=airway Roller Trimming mowers * Cyclone Spreaders * 8' Ezy Flow Spreader * 51 Gandy Spreader 3' Lawn Beauty Spreader * 311 Pump 1965 Ryan Jr Sod Cutter 1957 Spiker * 1962 Giant Vac Blower * 1962 Ren 0 Thin Power Rake * Toro Power Han d l6 w/21.� Sport 1 awn & Pump * 1965 Lawnmower Sharpener * Sicklebar Ball wahhers Aluminum Caps Aluminmurn Flagpoles Sets tee markers Tee Signs Hose Sprinklers - Hose type Fairway Spinklers FI 8 pp f%J ws Uqm RY Xk" VV, wit g— ze, X hF M l .2 1 S �ro. ri Ok V.— �h PSS > raw, I'MIM Resolution No. 266 January 31, 1967 EXHIBIT "C" Parcel 1: That part of the Northeast Quarter, Section 6, Township 117, Range 21, described as beginning at the Northwest corner of said Northeast Quarter; thence East along the North line thereof 1485 feet, more or less, to an intersection with the extension of the West line of "Jessen's Addition," which west line is marked by Judicial Landmarks set pursuant to Torrens Case No. 5458 at the Northwest and Southwest corners of "Jessen's Addition"; thence South along the extension of the West line of "Jessen's Addition," and South along the West line of "Jessen's Addition", a distance of 1,053.05 feet to the Southwest corner of "Jessen's Addition"; thence South along the West line of Hope Chest Addition and its extension a distance of 844,35 feet; thence Northwesterly deflecting to the right 121 degrees, 18 minutes, a distance of 403.3 feet; thence Westerly along a tangential curve to the left having a delta angle of 37 degrees 56 minutes and a tangent of 302.1 feet, a distance of 580.6 feet; thence Westerly, tangent to said last described curve, a distance of 582.35 feet to a point on the West line of said Northeast Quarter distant 1, 566.65 feet South along said West line from the point of beginning; thence North along the West line of said Northeast Quarter to the point of beginning. Parcel 2: That part of the Southeast Quarter lying South of the center line of the right-of-way of State Trunk Highway No. 55, in Section 31, Township 118, Range 21. Subject to a highway snow fence and slope easements and limitation of right of access as to Parcel 2 as set out in the final certificate recorded in Book 2171 of Deeds, page 394. Also Subject to the highway and snow fence easements as to Parcel 1 as set out in the final certificate recorded in Book 361 of Miscellaneous Records, page 369. Also Subject to the highway, snow fence and slope easements and the limitation of the right of access as to Parcel 1 as set out in the final certificate recorded in Book 2123 of Deeds, page 435, and in Book 2171 of Deeds, page 383. Also Subject to a sewer easement as contained in instrument of record in Book 2145 of Deeds, page 477, and in Book 810 of Miscellaneous Records, page 523, as to the West 5 feet of Parcel 1 and as to that part of Parcel 2 described. -as: The South 5 feet of the West 5 feet of the Northwest Quarter of the Southeast Quarter; Section 31, Township 118, Range 21, and the West 5 feet of the South- west Quarter of the Southeast Quarter of Section 31, Township 118, Range 21. Together with seller's interest in and to any and all real property adjoining, abutting, adjacent to or presently used in connection with the generally identified with the above described Brookview Country Club property.