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91-06 HRA Resolution Log Resolution 91-6 August 13, 1991 Commissioner Johnson introduced the following resolution and moved its adoption: ~ RESOLUTION AUTHORIZING THE PURCHASE AND EXCHANGE OF PROPERTY IN THE NORTH WIRTH REDEVELOPMENT AREA BETWEEN THE PACKAGING CORPORATION OF AMERICA (PCA) AND THE GOLDEN VALLEY HOUSING AND REDEVELOPMENT AUTHORITY (HRA) WHEREAS, Resolution 90-4, a "Resolution for Findings and Determinations Approving the Sale of Certain Real Property in the North Wirth Redevelopment Area", adopted February 20, 1990, authorized and empowered the Director of the Housing and Redevelopment Authority to take all neCessary steps to acquire pro- perty as required by the Dahlberg Inc. Private Development Agreement; and, WHEREAS, the Director has negotiated a purchase agreement, attached hereto as "Exhibit A", for the purchase and exchange of land with the Packaging Corporation of America (PCA) to provide for the construction of Dahlberg Drive; NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority (HRA) in and for the City of Golden Valley, Minnesota: 1. That it acquire the following properties from the Packaging Corporation of America: Parcell: Lots 75 and 76, including adjoining one-half of vacated alley, Glenwood Addition, Hennepin County; (value $51,500) and e Parcel 2: Lot 79, including adjoining one-half of vacated alley and that portion of the adjoining vacated Ardmore Drive (formerly Jean Avenue) described on the attached Exhibit A, Glenwood Addition, Hennepin County; and Lots 107 and 108 including adjoining one-half of vacated alleys, Glenwood Addition, Hennepin County (value $56,000). 2. That it deed to the Packaging Corporation of America the following properties owned by the HRA: Parcel 3: Outlot C, North Wirth Parkway 3rd Addition; (value $62,500) and Parcel 4: All that portion of the vacated Ardmore Drive (formerly Jean Avenue) located north of a line drawn as an extension to the west of the southerly boundary line of Lot 77, Glenwood Addition, and lying south of a line drawn as an extension to the west of the southerly boundary line of Lot 79, Glenwood Addition (value $20,000). 3. That the amount of $25,000 be paid to the PCA at closing for all of the properties under the terms of the attached Purchase Agreement. e 4. That the purchase agreement be amended as outlined in the August 15, 1991 letter to John R. Olson, Assistant General Council of the Packaging Corporation of America, attached to the resolution as "Exhibit B". e e e Resolution No. 91-6 (continued) August 13, 1991 w:z~ Ray B. Stockman, Chalrman The motion the adoption of the foregoing resolution was seconded by Commissioner Russell and upon a vote being taken thereon, the following voted in favor thereof: Bakken, Johnson, Russell, Stockman and Thompson and the follow- ing voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Chair and his signature attested by the Director. "EXHIBIT A" . PURCHASE AGREEMENT THIS AGREEMENT made and entered into as of this ___ day of June, 1991, by and between Packaging Corporation of America, a Delaware corporation ("PCA") and The Housing and Redevelopment Authority in and for the City of Golden Valley, a Minnesota municipal corporation ("HRA"). R E C I TAL S : 1. peA owns the following legally described property: Parcell: Lots 75 and 76, including adjoining one-half of vacated alley, Glenwood Addition, Hennepin County; and Parcel 2: Lot 79, including adjoining one-half of vacated alley and that portion of the adjoining vacated Ardmore Drive (formerly Jean Avenue) described on the attached Exhibit A, Glenwood Addition, Hennepin County; and Lots 107 and 108, including adjoining one-half of vacated alleys, Glenwood Addition, Hennepin County. e 2. HRA owns the following legally described property: Parcel 3: Outlot C, North Wirth Parkway 3rd Addition; and Parcel 4: All that portion of the vacated Ardmore Drive (formerly Jean Avenue) located north of a line drawn as an extension to the west of the southerly boundary line of Lot 77, Glenwood Addition, and lying south of a line drawn as an extension to the west of the southerly boundary line of Lot 79, Glenwood Addition. 3. The location of all four parcels is shown on the attached Exhibit B. 4. Pursuant to an appraisal prepared by the Towle Real Estate Company, for purposes of this purchase agreement, the parties have agreed that the four above-described parcels have the fOllowing four market values: Parcell: Parcel 2: Parcel 3: Parcel 4: $51,500 $56,000 $62,500 $20,000 e e 5. Georgia-Pacific Corporation ("GP") is the prior owner of Parcels 1 and 2 and is undertaking certain soil and groundwater clean-up activities on or adjacent to Parcel 2 to remove contamination resulting from an underground fuel oil storage tank previously located in the vicinity. Closing under this Agreement will be delayed until GP completes such clean-up activities as may be required by the Minnesota Pollution Control Agency ("MPCA"). A G R E E MEN T : 1. Purchase and Sale. For and in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sUfficiency of which is hereby acknowledged, HRA agrees to sell to PCA, and PCA agrees to purchase from HRA, Parcels 3 and 4, and PCA agrees to sell to HRA, and HRA agrees to purchase from PCA, Parcels 1 and 2. The consideration for such sales shall be the property acquired by each party, and an additional cash payment by HRA to PCA of $25,000.00, due at closing. 2. Closing. The closing of this transaction shall take place at the offices of Best & Flanagan, 3500 IDS Center, Minneapolis, Minnesota, 30 days after the last of the conditions stated in Paragraph 6 hereof to be satisfied has been satisfied. e 3. Representations and Warranties of PCA and HRA. HRA does hereby covenant, warrant and represent to PCA with respect to Parcels 3 and 4, and PCA does hereby covenant, warrant and represent to HRA with respect to Parcels I and 2, that: A. It has good, marketable, insurable title to the property of record, free and clear of all liens, encumbrances, leases, claims, and charges; all material easements, rights-of-way, covenants, conditions and restrictions; and any other matters affecting title thereto. B. The conveyance of the property pursuant hereto will not violate and is permitted by all applicable statutes, ordinances, governmental restrictions and regulations, and any private restrictions or agreements. C. There is no litigation pending, or any investigation, condemnation or proceeding of any kind threatened against it which may have a material adverse affect upon the property. D. There are no outstanding or unpaid claims, actions, or causes of action related to any transaction or obligation entered into or incurred by it with respect to the property prior to the date hereof. e -2- e e e E. It has not dealt with any broker or finder in connection with the transaction contemplated hereby. Each party shall be responsible for, and shall indemnify and defend the other party for any commission or finder's fee owing to a person with whom such party has contracted. F. Other than with respect to the above-described leaking fuel oil storage tank it has not used the property for the storage or disposal of any hazardous substance as defined in Minnesota Statutes Section IISB.02, and it has no knowledge or belief that any other person has so used the property. G. It is not a "foreign person" (as defined in Section 144S(f)(3) of the Internal Revenue Code and regulations issued thereunder). H. The undersigned have the power and authority to execute and deliver this Agreement and all other instruments to be executed and delivered hereunder, and to convey, transfer and assign the property and otherwise perform their mutual obligations hereunder. I. There are no wells located on the property. Both parties hereby agree that the truthfulness of each of said representations and warranties and all other representations and warranties herein made is a condition precedent to their performance hereunoer; and that the said representations and warranties shall be true as of the date hereof and on the Date of Closing. Upon the breach of any thereof, the non-breaching party, prior to the Date of Closing, may declare this Agreement to be null and void, or may elect to close this sale and sue for damages. Each party shall indemnify the other, its successors and assigns, against any costs, expenses, or damages of any kind or nature, including reasonable attorneys fees, which the non-breaching party may incur because of any breach, or claim of breach, by the other party of any of the representations and warranties herein contained, whether prior to or after the Date of Closing. All warranties, representations and indemnifications herein contained shall survive Closing. 4. Title. Within twenty (20) days of the date hereof, each party shall deliver to the other party an abstract of title or registered property abstract for the property which such party is selling, certified to date, to include proper searches covering bankruptcy and state and federal jUdgments and liens, or a commitment for an owners policy of title insurance as to such property. The commitment shall: -3- e (i) Insure that, at closing, the purchaser shall have good, marketable and insurable title of record to the property, free and clear of all liens, encumbrances, leases, claims and charges; all material easements, rights of way, covenants, conditions and restrictions; and any other matters affecting title, except for such as are approved by the purchaser in writing; and (ii) Waives or insures against the following standard exceptions: (a) facts which would be disclosed by a comprehensive survey of the property, (b) rights and claims of parties in possession and (c) mechanic's, contractor's and materialman's liens and lien claims. e Each party shall be allowed twenty (20) days after receipt of such commitment or abstract for examination and making any Objections thereto. Said objections are to be made in writing or are to be deemed to be waived. If any Objections are so made, the party receiving such objections shall be allowed one hundred twenty (120) days to make title marketable and shall exercise its best efforts to correct such objections. In the event the party receiving such objections is unable to eliminate such objections within said period, the Objecting party shall have the option to either acquire the property subject to said objections, deducting such amounts as may be required to cure such Objections from the purchase price, or to rescind this Agreement. 5. Obligations of PCA and HRA Prior to Closing. Prior to the Date of Closing the parties hereto covenant and agree as follows: A. From and after the date hereof, either party, and its representatives, shall have the right to enter upon the property to be conveyed hereunder by the other party for the purpose of surveying, conducting soil tests thereon, preparing plats thereof, and making such other physical inspection and tests as it deems necessary or appropriate. e B. Both parties shall join in the execution of any and all documents and instruments which may be required or which may be reasonably requested by the other party in order to obtain all governmental approvals which may be necessary to develop the property, including, without limitation, plats, registration applications, rezoning petitions and environmental assessment worksheets and statements; and shall cooperate in any proceedings, whether before federal, state or local governmental units or agencies. Cooperation required of the HRA pursuant to this Agreement shall not obligate the HRA or the City of Golden Valley to -4- e support or approve any particular use or improvement of the property being sold to PCA. C. Neither party shall suffer or permit any mechanics liens to attach to or be filed against or upon the property or any part thereof. 6. Conditions Precedent to Closing. The obligation of each party to close this transaction shall be sUbject to each of the following conditions precedent: D. A. All of the representations and warranties by the other party contained in paragraph 3 hereof shall be true and correct as of the Date of Closing. B. The other party shall have fully complied with and performed the conditions and agreements on its part required by the terms hereof. C. Each party shall have obtained all requisite consents or approvals required by any applicable statute, ordinance, governmental restriction or regulation, or private restriction or agreement, to permit the sale of the property pursuant to the terms hereof. Each party shall have obtained a soil engineering report which establishes the condition of the soil and the subsoil, to its sole satisfaction. e E. Each party shall have obtained a survey which is acceptable to such party in its sole discretion. F. HRA shall have obtained such information, representations and agreements from the MPCA as it deems necessary to establish that all contamination resulting from the leaking underground storage tank previously located in or adjacent to Parcel 2 has been removed or remedied, and that HRA shall have no liability or responsibility for such contamination. Either party shall have the right to unilaterally waive any condition herein set forth, insofar as they are for the benefit of such party, and proceed to close. All of the conditions stated in sUbparagraphs 6C, 6D and 6E shall be waived unless claimed no later than 120 days after the date of this Agreement. In the event either party desires to terminate this Agreement by reason of the failure of anyone or more of the conditions above set forth, it shall do so by serving written notice thereof upon the other party. If such notice is not timely received by the other party, the conditions shall be deemed waived. If this notice is timely received, this Agreement shall be null and void. e -5- e 7. Taxes and Prorations. On the Date of Closing the following prorations shall be made: A. On or before the Date of Closing, PCA (for Parcels I and 2) and HRA (for Parcels 3 and 4) shall pay all real estate taxes payable in the year prior to the year of closing and prior years. B. All real estate taxes payable in the year of closing for the property shall be prorated as of the Date of Closing. C. Each party shall pay all state deed tax payable for the property which it is selling. D. Each party shall pay all levied, pending or deferred special assessments, and all "green acres" taxes for the property which it is selling. 8. Obligations at Closing. At closing, the parties shall do the following: A. Deliver Warranty Deeds duly executed and aCknowledged, in recordable form, and any other documents required to convey good and marketable title to the property which shall be free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and any other matters affecting title except for such matters as have been waived by the grantee in writing. PCA shall execute and deliver a warranty deed conveying to HRA Parcels 1 and 2; HRA shall execute and deliver a warranty deed conveying to PCA Parcels 3 and 4. e B. Deliver to the other party its Affidavit, duly executed and acknowledged, in customary form, relative to judgments, federal tax liens, mechanic's liens and outstanding interests in the property which it is selling. C. Payor cause the payment of the charge for the abstract or registered property abstract or title insurance commitment fee (but not insurance premiums) and any other sum required to be paid pursuant to paragraph 7 hereof or any other part of this Agreement. e D. Deliver to the other party a certificate, in form and substance satisfactory to the parties hereto and their counsel, properly executed, containing such information as shall be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Seller is not a "foreign -6- e e - person" (as defined in Section 1445(f)(3) of such Code and such regulations). E. HRA shall pay PCA $25,000.00, repr~senting the amount by which the agreed market value of the properties conveyed by PCA exceed the agreed market value of the properties conveyed by HRA. 9. Remedies. In the event either party shall fail to consummate the sale of the property for any reason except the default of the other party, such other party may enforce specific performance of this Agreement, or may terminate this Agreement, or may bring suit for damages against the other party, which damages shall include, but not be limited to, all losses, liabilities, costs and expenses, (including reasonable attorney's fees) incurred by the non-breaching party. 10. Notices. All notices, demands and requests which may be given or which are required to be given by the party to the other shall be in writing, shall be sent by United States mail, postage prepaid, certified with return receipt requested, as follows: If to PCA: Ray Clark, Plant Manager Packaging Corporation of America 4350 Olson Memorial Highway Minneapolis, Minnesota 55422 With a copy to: John R. Olsen Assistant General Counsel Packaging Corporation of America 1603 Orrington Avenue Evanston, Illinois 60204 If to Buyer: The Housing and Redevelopment Authority in and for Golden Valley Attention: Mark Grimes 7800 Golden Valley Road Golden Valley, MN 55427 With a copy to: Allen D. Barnard, Esq. Best & Flanagan 3500 IDS Center 80 South Eighth Street Minneapolis, MN 55402 -7- . e e 11. Miscellaneous. A. This Agreement shall inure to the benefit of, and be binding upon, the heirs, administrators, successors and assigns of the parties hereto. B. This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been drafted or prepared by counsel for one of the parties, it being recognized that both parties have contributed substantially and materially to the preparation of this Agreement. C. The parties agree to mutually execute and deliver to each other, at closing, such other and further documents as may be reasonably required by counsel for the parties or title insurer, to carry into effect the purposes and intents of this Agreement. D. The parties hereto do hereby aCknowledge that time is of the essence of each and every term and condition of this Agreement. IN WITNESS WHEREOF, the parties have caused these presents to be executed as of the day and year first above written. PACKAGING CORPORATION OF AMERICA, a Delaware corporation Reviewed peA law Department By Its 45~ ~U,? The Housing and Redevelopment Authority in and for the City of Golden Valley, a Minnesota municipal corporation By: Its ISI2W . -8- e e e ..IOW EXHIBIT A LEGAL DESCRIPTION FOR PORTION OF PARCEL TWO That part of vacated Ardmore Drive (formerly Jean Avenue) which adjoins and lies westerly of the west line of Lot 79, Glenwood Addition, and lies easterly of a line 30 feet westerly of and parallel with the following described line: Commencing at a point on the South line of the NE 1/4 of Section 19, Township 29, Range 24, said point being 60 feet east of the SW corner of the SE 1/4 of the NE 1/4 of said Section 19; thence northerly parallel to the west line of the SE 1/4 of the NE 1/4 of said Section 19, a distance of 227.24 feet; thence deflect to the left a tangential curve with a radius of 186.60 feet and delta angle of 32 degrees 56 minutes 29 seconds 107.28 feet and there terminating. FROM BEST RND FLRNRGR 8. 8.1991 10: 14 P. 2 IIExhi bit 811 - .JOH~ R. CAnnOLL JA.MJ,;5 D. Ot.I>ON ROBERT H. SltARB R(lJtP:~T L. CROSB\" LEON....rd) ~1. A:Ol)lNOTO~ ROBKRT R. BAUTII N. "'ALTEU 01~u'r AU.1'.:N n. DADNAnD RICHARD A. Purl:tulf.)l\; HnBl!:JU' ..1. C.Hlt1~nA:>.'!l'Jl<. .Ju. FRA'N1> ..1. .....ALZ 'luoMAR D. C"''l.SOl'l' F1lANR \"OOL HAftINTll' W. VAN Pr.;TTI!.N. .In. DAytn :R. Homn: .JOIll-! A.DullrON. .rR. .J..~r.,.... C. DlUA'-'LJ::.'!; R.,J\F:JlT L. HeLLEn. .In. SCOTT D. ELLEn CUARI.I!:!l c. nR"QT.rrs'T Or-ODOr: O. LrJDCItF- E. . J...,. If PH LAFAVy' (*""'(lVlt... J). :i'l.IlJLU CA'.tU~ E. (;OBLUI P..TIU(:f( B. HIS.N~~"'!l% 'luI0r1lY A. SULLIVAN T^l4~Y L.1'I1"1' BlflAli F. nlr..'1S r1U~.T .J. "AN Srr.~'Dt;'IIGIf P^,\ lD .J. Z~lfUfg Srn"IIN R RRUGIIR BEST & FLANAOAN ATTORNEYS AT LAW 3~QO IDS CENTEn MI~E... POT.IS, M.tNNEs01'A 1S15401.! -I.!UU TELEPHONE 16121 000. 1'lSl l'BLECOPIER 1611.11 089 -15697 August 15, 1991 ,-lA..'1~S P. MICIfELIi PAUL E. H.AM,1Jo1'SIU CINDV V.I.ARlIf>N Jt.tll'l P. Buu.1S UOllli C.l"OIlXBLL CIUUlliUWUUU C.l"oy CA.RYN SC"F.R'fl GLOVER S.UtAU S. IJoDFBBr J.1A.Rr E. S"'l'lABB~ CA.THERINB ..1. COt!1tTNP.:Y KEITH .J. NELSIUI TRAcr F. l{OC.1fENDOIU'ER JUAJ4:NICE 1-1. REDING DA~~D V.llr~WILBR 0.. ~nrrw"II' CKAJlLES A. VBER Aar.H18ALD SrENCER CHADLJ~1I S. 13Uu.oWR ",rAR1) B. LEWl~ RUT'..!) LBOlofAIU) W. SIHONRT JAMES 1. BEST 100.-10'30 RauuDr.J.FLANA~AN 1I01-lflH I)~'')RUJ[ loIALONR'\" 1000'11110 Mr. John R. Olsen Assistant General Counsel packaging Corporation of Amerioa 1603 Orrington Avenue Evanston, Illinois 60204 - RE: EXohange of Land Between Housing and Rede~elopment Authority for Golden valley, Minnesota, and packaging Corporation of America Dear John: e I have enclosed an executed oopY of the purchase Agreement for the referenced transaotion. The HRA has executed the enclosed Purohase Agreement Subject to one amendment, which is to defer preparation and delivery of title evidence by both parties until such time as the condition to closing stated in Paragraph 6.F. of the Purohase Agreement has been satisfied. The purpose of this amendment is to defer preparation of title evidence until a time closer to the actual date of Closing. It is unclear when the contamination on the former Georgia-Pacific property which the HRA is acquiring will be cleaned up, and it is possible that. any title evidence delivered now would be quite stale by that time. Accordingly, I have had the HRA evidence their consent to this one amendment by executing in the space. provided below, and would ask that packaging Corporation of America execute in the spaoe provided for t.heir signature below to evidence its consent to this amendment. I have enclosed two copies of this letter, both signed by the BRA. I would appreciate it if you would have peA execute one of the two enclosed copies and return it to me. Our delivery of the executed Purchase Agreement to you is subject to the aooeptance by PCA of this amendment. . e e FROM BEST AND FLANAGA 3. 3.1991 10: 15 P. 3 :B l!: S T &. F LA N A 0 A. N Mr. John R. Olsen Page 2 August 7, 1991 If you have any questions, please give me a call. lY~ e ory D. Soule GDS:dlj:724lW PACKAGING CORPORATION OF ^~iERICA, a Delaware Corporation By Its THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a Minnesota Municipal corporation By Its e 1 , , , , e e /~i '\, ". !It\~\.......'' ............. ~ . . 41" e,i ,.... .'\'!'~" ..", .. _............. ............ ........... ............ ,,: .' ~ c, ".. ~ . (" ,.-1 .. ..---- EXHIBIT B . el) ~ ~ .... . ,. ~... .... . ~. ....... " I'; f.). .0:1 # "- - z ~ -< i - ~ - .. ..