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98-06 HRA Resolution Resolution 98-6 October 6, 1998 Commissioner Anderson introduced the following and moved its adoption: . RESOLUTION AUTHORIZING THE ACQUISITION OF CERTAIN REAL PROPERTY IN THE NORTH WIRTH PARKWAY REDEVELOPMENT AREA- JUHL BROKERAGE (4200 Olson Memorial Highway) WHEREAS, the North Wirth Parkway Redevelopment Plan as adopted by the Housing and Redevelopment Authority (HRA) in and for the City of Golden Valley in 1978 and amended in 1979, 1982, 1988 and 1997 provides for the acquisition of property for redevelopment; and, WHEREAS, the HRA desires to assemble property commonly known as Juhl Brokerage, 4200 Olson Memorial Highway, with adjacent property already owned by the HRA to create a redevelopment site; and, WHEREAS, a purchase agreement for the purchase of property legally described as: Lots 109, 110 and 111, Glenwood, including % of the adjacent vacated alley, Hennepin County, Minnesota. is attached as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the HRA in and for the City of Golden Valley that: . 1. It is necessary, desirable and in the public interest to promptly acquire the property commonly referred to as Juhl Brokerage, 4200 Olson Memorial Highway, which is legally described in "Exhibit A"; and, 2. The HRA staff and attorney, or such other persons as necessary are hereby authorized and directed to take all necessary steps, and execute all necessary documents to acquire all interest in such real property; and, 3. The acquisition of such real property is necessary and desirable and constitutes a proper and necessary public purpose. f k~~ Gloria Johns'on, air . Motion for t a option of the foregoing resolution was seconded by Commissioner Bakken; and upon a vote taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson and LeSuer; the following was absent Micks; and the following voted against the same :none; whereupon said resolution was declared duly passed and adopted; signed by the Chair and her signature attested by the Director. r:.e sum of Resolution 98-6 (Continued) EXHIBIT A October 6, 1998 Form 1519CIPA 1 (Newl Miller/DavIs Co., St. Paul, MN COMMERCIAL-INDUSTRIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REAL TORS~. which disclaims any liability arising out of use or misuse of this form. Date: October _, 1998 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN V ALLEY ., NONE ($0.00) DOLLARS . RECEIVED OF as earnest money and in part payment for the purchase of property (check. cash or nOle - stale which) _. 4200 OLSON MEMORIAL HIGHWAY, GOLDEN VALLEY County of HENNEPIN , State of Minnesota. and legally described as follows: G-:l(S 109, 110 and Ill, Glenwood, including one-half of the adjacent vacated alley. situated in the : :-gether with the following personal property: NONE. ::.;1 of which property the undersigned has this day sold to the Buyer for the sum of: FIVE HUNDRED TEN THOUSAND AND NO/lOO $510,000.00 ) DOLLARS. which the Buyer agrees to pay in the following manner: ~3rnest money herein paid $0.00 and $510,000.00 cash, on or before November 15 1998 . the date of :.0sing and the balance of $0.00 by financing as shown on the attached addendum. 1. DEED/MARKETABLE TITLE: Subject to performance by the Buyer, the Seller agrees to execute and deliver a Warranty Deed conveying marketable title to said premises subject only to the following exceptions: (a) Building and zoning laws, ordinances, State and Federal regulations. (b) Restrictions relating to use or improvement of the premises without effective forfeiture provision. (c) Reservation of any minerals or mineral rights to the State of Minnesota. (d) Utility and drainage easements which do not interfere with present improvements. (e) Rights of tenants as follows: None. . . 2. REAL ESTATE TAXES. Real estate taxes due and payable in the year of closing shall be prorated between Seller and Buyer on a calendar year basis to the actual date of closing unless otherwise provided in this Agreement. Real estate taxes payable in the years prior to closing shall be paid by Seller. Real estate taxes payable in the years subsequent to closing shall be paid by Buyer. 3. SPECIAL ASSESSMENTS. [strike out one.] -~&-~JloID...sELLKa.-.sHALI.--PRQRA.m--As..-OF--THF,-DA--n;..oF-(;:bG8I~G / SELLER SHALL PAY on the date of closing all installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing. [Strike out one.] -.&lJ.l'BR-SHAI.Ir-A~ levied as of the date of this Agreement. [Strike out one.] -B~R-~-A~- / SELLER SHALL PROVIDE PAYMENT OF special assessments pending as of the date of this Agreement for improvements that have been ordered by the City Councilor other governmental assessing authorities. (Seller's provision for payment shall be by payment into escrow of llh times the estimated amount of the assessments.) If a special assessment becomes pending after the date of this Agreement and before the date of closing, Buyer may, at Buyer's option: (a) Assume payment of the pending special assessment without adjustment to the purchase price; or (b) Require Seller to pay the pending special assessment (or escrow for payment of same a sum equal to I Y2 times the projected pending assessment) and Buyer shall pay a commensurate increase in the purchase price of the property, which increase shall be the same as the estimated amount of the assessment; or (c) Declare this Agreement null and void by notice to Seller, and earnest money shall be refunded to Buyer. Seller shall pay on date of closing any deferred real estate or special assessments payment of which is required as a result of the closing of this sale. 4. PRORATIONS. All items customarily prorated and adjusted in connection with the closing of the sale of the property herein including but not limited to rents, operating expenses, interest on any debt assumed by Buyer, shalI be prorated as of the date of closing. It shall be assumed that the Buyer will own the property for the entire date of the closing. 5. DAMAGES TO REAL PROPERTY. If there is any loss or damage to the property between the date hereof and the date of closing, for any reason, the risk of loss shalI be on the Seller. If the property is destroyed or substantially damaged before the closing, this Purchase Agreement shalI become nulI and void, at Buyer's option. Buyer shall have the right to terminate this Purchase Agreement within 30 days after Seller notifies Buyer of such damage. Upon said termination, the earnest money shall be refunded to Buyer and Buyer and Seller agree to sign a cancellation of Purchase Agreement. . MNCI:PA-l (11/93) SELLER SHALL PAY ON DATE OF CLOSING alI other special assessments Resolution 98-6 (Continued) EXHIBIT A October 6, 1998 COMMERCIAL-INDUSTRIAL PURCHASE AGREEMENT Address 4200 Olson Memorial Highway Page 2 Form 1519CIP A 2 (New) MillerlDavlS Co, SI Paul. MN .. EXAMINATION OF TITLE. Within a reasonable time after acceptance of this Agreement, Seller shall furnish Buyer with an Abstract of Title or a Registered Property Abstract certified to date including proper searches covering bankruptcies and State and Federal judgments. liens. and levied and pending special assessments. Buyer shall have 10 business days after, receipt of the Abstract of Title or Registered Property Abstract either to have Buyer's attorney examine the title and provide Seller with written objections or. at Buyer's own expense. to make an application for a title insurance policy and notify Seller of the application. Buyer shall have 10 business days after receipt of the commitment for title insurance to provide Seller with a copy of the commitment and written objections. Buyer shall be deemed to have waived any title objections not made within the applicable 10 day period set forth above. except that this shall not operate as a waiver of Seller's covenant to deliver a Warranty Deed. unless a Warranty Deed is not specified above. If any objection is so made. Seller shall have 10 business days from receipt of Buyer's written title objections to notify Buyer of Seller's intention to make title marketable within 120 days from Seller's receipt of such written objection. If notice is given. payments hereunder required shall be postponed pending correction of title. but upon correction of title and within 10 days after written notice to Buyer the parties shall perform this Purchase Agreement according to its terms. If no such notice is given or if notice is given but title is not corrected within the time provided for. this Purchase Agreement shall be null and void. at option of Buyer; neither party shall be liable for damages hereunder to the other and earnest money shall be refunded to Buyer: Buyer and Seller agree to sign cancellation of Purchase Agreement. If title to the property be found marketable or be so made within said time. and Buyer shall default in any of the agreements and continue in default for a period of 10 days, then and in that case the Seller may terminate this contract and on such termination all the payments made upon this contract shall be retained by Seller as liquidated damages. time being of the essence. This provision shall not deprive either party of the right to enforce the specific performance of this contract provided this contract has not been terminated and provided action to enforce such specific performance shall be commenced within six months after such right or action shall arise. 7. POSSESSION. Seller shall deliver possession of the property on the date of closing. 8. REPRESENTATIONS AND WARRANTIES. See attached addendum. 9. TIME IS OF THE ESSENCE FOR ALL PROVISIOl'o'S OF THIS CONTRACT. 10. WELL DISCLOSURE STATEMENT. Buyer has received the well disclosure statement required by Minnesota Statutes Sec. 1031.235. BUYER AND SELLER INITIAL: Buyer(s) Seller(s) II. ADDENDA. Attached are (number) 1 (one) addenda which are made a part of this Agreement. .2. MISCELLANEOUS PROVISIONS. (a) Survival. All of the warranties. representations. and covenants of this Agreement shall survive and be enforceable after the closing. (b) Entire Agreement; Modification. This Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in a writing executed by the parties. (c) Successors and Assigns. If this Agreement is assigned. all provisions of this Agreement shall be binding on successors and assigns. 13. ACCEPTANCE DEADLINE. This offer to purchase, unless accepted sooner. shall be null and void at 11:59 PM. October 15. 1998 and in such event all earnest money shall be refunded to Buyer. NOTICE AgcJ1t Represents Company Name Agent Company Name Represents Dated: TIllS IS A LEGALLY BINDING CONTRACT. IF NOT UNDERSTOOD, SEEK COMPETENT ADVICE. r -3t1-'ir Dated: .."") SELLER ,/ 6~ ~ /~I.'r .LLER'A .{. BUYER BUYER MNCI:PA-2 (11/93) SELLING AGENT Resolution 98-6 (Continued) EXHIBIT A October 6, 1998 . PURCHASE AGREEMENT ADDENDUM 4200 Olson Memorial Highway, Golden Valley, Minnesota SELLER: James McKinney BUYER: Housing and Redevelopment Authority in and for the City of Golden Valley" This addendum is a part of the Purchase Agreement dated October _, 1998. 1. Allocation of Purchase Price. The parties acknowledge that the purchase price for this Property is allocated as follows: Building and Land Fixtures TOTAL $500,000 $ 10.000 $510,000 2. Seller's Warranties. As an inducement to Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer and agrees as follows: a. All contracts, agreements and leases relating to management, maintenance services, operation and leasing of the Property can and will be terminated prior to the Closing Date and the Property will be delivered to Buyer free of any such contracts, agreements and leases; . b. Except for current expenses not yet due, Seller has paid for all work, supplies and materials, performed upon and supplied to the Property; c. There exist no proceedings or litigation affecting the Property, nor any threat or imminence thereof; d. Property; No person or entity has an option to purchase all or any part of the e. Seller is not a "Foreign Person," as defined for purposes of Section 1445 of the Internal Revenue Code of 1954, as amended from time to time; f. Neither Seller nor its agents or employees, have deposited, released or disposed of any hazardous substances or wastes on the Property or violated any applicable federal, state, or local statute or ordinance regulating hazardous substances or wastes; and, to the best of Seller's knowledge, no other person or entity has deposited, . released or disposed of any hazardous wastes or substances on the Property. For purposes of this paragraph "hazardous substances or wastes" shall include but not be limited to asbestos, petroleum products, and all substances defined as "hazardous materials" or "hazardous wastes" by the Minnesota Environmental Response and Liability Act, as amended, Minn. Stat. Chapter 115B. . 3. Phvsicallnspection of Property. Buyer, its agents and contractors may enter upon the Property for the purpose of inspections, including, in Buyer's sole discretion, soil and . . . Resolution 98-6 (Continued) EXHIBIT A October 6, 1998 Addendum 4200 Olson Memorial Highway Page 2 environmental surveys and tests. Buyer intends to raze the existing improvements. If Buyer determines that there are underground tanks, uncapped wells, asbestos-containing materials or hazardous waste and substances on the Property which will require remediation, and that the estimated aggregate cost of such remediation shall exceed $ 15,000.00, Buyer, at Buyer's sole discretion. may terminate this Agreement upon notice to Seller on or before October 3D, 1998. 4. Items to be Delivered at Closing. The respective parties shall, as indicated, execute and/or deliver the following documents and funds in the order indicated: a. Buyer shall pay to Seller, in certified funds or by wire transfer, the portion of the purchase price payable at closing. b. Buyer shall pay one-half of the title company closing fee. and all title insurance. premiums, if any. c. Seller shall execute and deliver and/or pay the following documents and costs: (1) Warranty Deed, according to the terms described in the Purchase Agreement, executed by Seller conveying fee title to the Property to Buyer, subject only to such matters of record as have been previously approved by Buyer; (2) Seller's Affidavit, executed by Seller, in the customary form, stating that there are no liens, judgments, mechanics' liens, or bankruptcies which affect the Property, and any other instrument that may be required by any title insurance company in order to issue an extended coverage endorsement which does not impose cost or personal liability upon Seller; (3) All keys and combinations to any locks on the Property. (4) All abstracts of title for the Property in possession of Seller, if any, and any Owners Duplicate Certificates of Title. (5) Costs of obtaining and recording any documents required to clear title. (6) One-half of the title company closing fee and all costs of preparing the title insurance commitment, provided that Buyer shall pay all title insurance premium costs. S. Condition on Deliverv. Prior to the Closing, Seller shall remove all personal property, trash and debris from the Property. Property shall be delivered to Buyer in a safe and reasonably clean condition. There shall be no exposed electrical cables or other hazardous conditions. Seller may remove prior to closing the range hood and vent. In consideration for such right of removal, Seller waives any claim for the expense of removal or reinstallation of the hood and vent as a relocation benefit. . . . Resolution 98-6 (Continued) EXHIBIT A October 6, 1998 Addendum 4200 Olson Memorial Highway Page 3 6. Brokers. Seller will pay any fees owing to brokers or agents by reason of this transaction. Buyer represents that it has not engaged any broker for this transaction. 7. Notices. Any notice required or permitted to be give under this purchase agreement shall be effectively given if in writing, delivered in person, or deposited in the United States Mail, Certified or Registered, return receipt requested, with all postage and fees paid, and addressed to: BUYER: Golden Valley HRA 7800 Golden Valley Road Golden Valley, MN 55427-4588 Attn: Jeanne Andre SELLER James McKinney JOOl Brokerage 4200 Olson Memorial Highway Golden Valley, MN 55422 8. Special Assessments. Seller and Buyer understand that there are no levied or pending special assessments on the Property. If a special assessment becomes pending after the date of this Purchase Agreement and prior to closing, it shall be assumed and paid by the Buyer. 9. Extension. If the Seller is not able to secure and move into suitable replacement space on or before the November 15, 1998 closing date, Seller may extend the closing date to any date on or prior to December 31, 1998. [END OF ADDENDUM] M:\11800 \960702 \adb\misc\ADDENDUM.doc