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HomeMy WebLinkAbout09-15 - ADMIN Resolution - Economic Development Authority - 2009/11/02ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY EDA RESOLUTION NO. 09-15 RESOLUTION APPROVING PURCHASE AGREEMENT BETWEEN GARY T. MULCAHY, SR. AND THE ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY BE IT RESOLVED By the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority ('Authority") as follows: Section 1. Recitals. 1.01. The Authority has determined a need to exercise the powers of a housing and redevelopment authority, pursuant to Minnesota Statutes, Sections. 469.090 to 469.108 ("EDA Act'), and is currently administering Redevelopment Project No. 1 ("Redevelopment Project') pursuant to Minnesota Statutes, Sections 469.001 to 469.047 ("HRA Act'). 1.02. Among the activities to be assisted by the Authority in the Redevelopment Project is redevelopment of certain underutilized property in the City located at 3924 Excelsior Blvd. and legally described in Exhibit A attached hereto ("Property"). 1.03. There has been presented before the Board a Purchase Agreement ("Agreement") setting forth the terms and conditions of the purchase of the Property between the Authority and the Seller of the Property, Gary T. Mulcahy, Sr. ("Seller"). The Agreement is attached hereto as Exhibit B. 1.04. The Board has reviewed the Agreement and finds that the execution thereof and performance of the Authority's obligations thereunder are in the best interest of the City and its residents. Section 2 Authority Approval; Further Proceedings. 2.01. The Agreement as presented to the Board is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the documents by such officials shall be conclusive evidence of approval. 2.02. The President and Executive Director are hereby authorized to execute on behalf of the Authority the Agreement and any documents referenced therein requiring execution by the Authority, and to carry out, on behalf of the Authority its obligations thereunder. EDA Resolution No. 09-15 -2- Approved by the St. Louis Park Economic Development Authority this 2nd day of November, 2009. Attest —Yt a-'" o 4—k�� Secretary Adopted by the Economic Development Authority November 2, 2009 n � resident EDA Resolution No. 09-15 -3- EXHIBIT A Legal Description of Property That part of the Northeast Quarter of the Southeast Quarter of Section 6, Township 28, Range 24, described as commencing at the intersection of the Southwesterly line of the plat of "Minikanda Oaks, Hennepin County, Minnesota" with a line drawn parallel with and 50 feet Northwesterly from the centerline of Excelsior Ave., as delineated on said plat; thence Southwesterly parallel with said centerline and its Southwesterly extension 170 feet to the actual point of beginning; thence continuing Southwesterly along said parallel line 166.30 feet; thence Northwesterly at right angles 190 feet•, thence Northeasterly at right angles 166.30 feet; thence Southeasterly at right angles to the point of beginning. EDA Resolution No. 09-15 -4- EXHIBIT B Purchase Agreement PURCHASE AGREEMENT THIS AGREEMENT is made as of this day of November , 2009, by and between Gary T. Mulcahy, Sr., ("Seller") and the St. Louis Park Economic Development Authority, a public body politic and corporate under the laws of the State of Minnesota ("Buyer"). 1. PROPERTY. Seller is the owner of property located at 3924 Excelsior Blvd., in the City of St. Louis Park, Minnesota, which is legally described on the attached Exhibit A ("Property"). 2. OFFER/ACCEPTANCE. In consideration of and subject to the terms and provisions of this agreement, Buyer offers and agrees to purchase and Seller agrees to sell and hereby grants to Buyer the exclusive right to purchase the Property and all improvements thereon., together with all appurtenances. All fixtures located on the Property on the date of this Agreement is included in the purchase of the Property. 3. PURCHASE PRICE FOR PROPERTY AND TERMS. a. PURCHASE PRICE: The total Purchase Price for the Property is Seven Hundred Fifty Thousand and 00/100ths Dollars ($750,000.00). b. TERMS: (1): EARNEST MONEY. The sum of One Dollar ($1.00) Earnest Money shall be paid by the Buyer to the Seller. (2): BALANCE DUE SELLER: Buyer agrees to pay by check or wire transfer on the Closing Date any remaining Balance Due according to the terms of this Purchase Agreement. (3): DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to execute and deliver a Warranty Deed conveying marketable title to the Property to Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. C. Public utility and drainage easements of record which will not interfere with Buyer's intended use of the Property. EDA Resolution No. 09-15 -5- 4. DOCUMENTS TO BE DELIVERED AT CLOSING BY SELLER. In addition to the Warranty Deed required at paragraph 3B(3) above, Seller shall deliver to the Buyer: a. Standard form Affidavit of Seller. b. A "bring -down" certificate, certifying that all of the warranties made by Sellers in this Purchase Agreement remain true as of the Closing Date. C. Certificate that Seller is not a foreign national. d. Well disclosure certification, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to paragraph 3B(3) above must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real property." e. Any other documents reasonably required by Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that Seller has complied with the terms of this Purchase Agreement. f Documentation of any environmental investigations, releases, remediation or removal of storage tanks. 5. CONTINGENCIES. Buyer's obligation to buy is contingent upon the following: a. Buyer's determination of marketable title pursuant to paragraph 6 of this Agreement. b. Seller's procurement of a Certificate of Property Maintenance from the City of St. Louis Park's Inspections Department prior to Closing. Buyer shall have until the Closing Date to remove the foregoing contingencies. These contingencies are solely for the benefit of Buyer and may be waived by Buyer. If Buyer or its attorney gives written notice to Seller that all contingencies are duly satisfied or waived, the Buyer and Seller shall proceed to close the transaction as contemplated herein. If Buyer's contingency is not satisfied, or is not satisfied on time, and is not waived, this Purchase Agreement shall thereupon be void at the written option of Buyer, and Seller shall return the Earnest Money to Buyer, and Buyer and Seller shall execute and deliver to each other documentation effecting the termination of this Purchase Agreement. As a contingent Purchase Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes, Section 559.21, et. seq. 6. TITLE EXAMINATION/CURING TITLE DEFECTS. Buyer shall, at its expense and within a reasonable time after Seller's acceptance of this Agreement, obtain a commitment for title insurance ("Commitment") for the Property. Buyer shall have ten (10) business days after receipt of the later of the commitment and executed Purchase Agreement to examine the same and to deliver written objections to title, if any, to Seller, or Buyer's right to do so shall be deemed EDA Resolution No. 09-15 -6- waived. Seller shall have until the Closing Date (or such later date as the parties may agree upon) to make title marketable, at the Seller's cost. In the event that title to the Property cannot be made marketable or is not made marketable by the Seller by the Closing Date, then, this Agreement may be terminated at the option of the Buyer. 7. ENVIRONMENTAL INVESTIGATION. Buyer acknowledges that it has been authorized by Seller to enter the Property and conduct an environmental investigation and assessment of the Property. An environmental/assessment has been performed to Buyer's satisfaction. Except for the conditions and information set forth in the Phase I Environmental Site Assessment Report dated September 15, 2009 ("Phase I") and Phase II Environmental Site Assessment Report dated October 12, 2009 ("Phase II") both prepared byAMEC Geomatrix, Inc., Seller warrants that: (i) The Property has not been used for production, storage, deposit or disposal of any toxic or hazardous waste or substance, petroleum product or asbestos product during the period of time the Seller has owned the Property. (ii) The Seller has no knowledge or information of any fact which would indicate the Property was used for production, storage, deposit or disposal of any toxic or hazardous waste or substance, petroleum product or asbestos product prior to the date the Seller purchased the Property. (iii) That Seller has no knowledge of any environmental release, investigation, cleanup or closure relating to the Property. 8. PURCHASE "AS IS". Except as expressly represented, warranted and covenanted by Seller herein, Buyer accepts the Property in an "as -is," "where is" condition, with all the faults, defects and deficiencies, including the Property's environmental and geotechnical condition. In addition, Buyer hereby waives any and all rights to bring claims or other actions against Seller for contribution(s), liability, indemnity, reimbursement or damages arising under any federal, state or local law (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC § 9601 et seq., and the Minnesota Environmental Response and Liability Act, Minn. Stat 4 115B.01 ec seq.) relating to environmental, health, or safety matters, or under the common law, recognizing that Seller is only a conduit with respect to the Property and has undertaken no activities of its own with respect to it. This "as is" provision shall be restated in the Limited Warranty Deed and shall be binding upon Buyer's successors and assigns. 9. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Seller shall pay all real estate taxes, interest and penalties, if any, relating to the Property for the years prior to the year of closing. Provided that this transaction shall close as provided herein, Buyer agrees to pay taxes for the year following the year of closing and all taxes for years thereafter. Seller and buyer shall prorate all taxes for the year of closing based on the Closing Date. Seller shall pay all special assessments regarding the Property which are levied or pending as of the Closing Date, including portions which would otherwise have been payable in future installments. 10. CLOSING DATE. The date of closing will be on or before November 20, 2009 ("Closing Date"). Delivery of all papers and the closing shall be made at the offices of Buyer, 5005 Minnetonka Boulevard, St. Louis Park, MN 55416 or at such other location as is mutually agreed upon by the EDA Resolution No. 09-15 -7- parties. All deliveries and notices to Buyer shall be made as provided in Section 17 of this Agreement. If closing is not completed by November 20, Buyer shall have the option of terminating this Agreement. 11. POSSESSION/UTILITIES. a. Possession. The Seller agrees to deliver possession of the Property free of all personal property, junk and debris to Buyer not later than the Closing Date. b. Utilities. Seller shall pay all utility charges, if any, prior to the Closing Date. 12. SELLER WARRANTIES. a. Sewer and water. Seller warrants that the Property is connected to City sewer and City water. b. Mechanics' Liens. Seller warrants that, prior to the closing, Seller shall pay in full all amounts due for labor, materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any structure upon or improvement to the Property. C. Notices. Seller warrants that it has not received any notice from any governmental authority as to violation of any law, ordinance or regulation in connection with the Property, except if any violations are noted in the Certificate of Property Maintenance. It is the Buyer's intention to demolish the existing building and will be responsible for any items the City of St. Louis Park's Inspections Department notes during the Certificate of Property Maintenance inspection process. d. Tenants. Seller warrants that the Property is not now occupied by tenants and was not occupied by tenants at the time the Seller first received the Buyer's written offer to purchase the Property. e. Broker Commission. Each party represents to the other that it has not utilized the services of any real estate broker or agent in connection with this Purchase Agreement or the transaction contemplated by this Purchase Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against and in respect of any such obligation and liability based in any way upon agreements, arrangements, or understandings made or claimed to have been made by the party with any third person. 13. CLOSING COSTS/RECORDING FEES/DEED TAX. 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 cost of the title commitment and the premium for title insurance policy, if any, obtained by Buyer; and (c) any transfer taxes and recording fees required EDA Resolution No. 09-15 -8- to enable Buyer to record its deed from Seller under this Agreement. Seller will pay all other fees normally paid by sellers and fees and charges related to the filing of any instrument required to make title marketable. Each party shall pay its own attorney fees. 14. INSPECTIONS. From the date of this Agreement to the Closing Date, Buyer, its employees and agents, shall be entitled to enter upon the Property to conduct such surveying, inspections, investigations, soil borings and testing, and drilling, monitoring, sampling and testing of groundwater monitoring wells, as Buyer shall elect. Buyer shall also be entitled to a general walkthrough inspection within five (5) days of the Closing Date. 15. RISK OF LOSS. It there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on the Seller. If the Property is destroyed or substantially damaged before the closing date, this Purchase Agreement shall become null and void, at the Buyer's option. At the request of Buyer, Seller agrees to sign a cancellation of Purchase Agreement. 16. DEFAULT/REMEDIES. If the Buyer defaults in any of the covenants herein, the Seller may terminate this Purchase Agreement, and on such termination all payments made hereunder shall be retained by the Seller as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Purchase Agreement, provided this Purchase Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. Except as otherwise provided in this paragraph, each party retains all remedies at law or in equity with respect to any breach by the other party. 17. NOTICE. Any notice, demand, request or other communication which may or shall be given or served by the parties, shall be deemed to have been given or served on the date the same is personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER: Gary T. Mulcahy, Sr. c/o Charlie Traeger elan Consulting Services, LLC 3050 Echo Lake Blvd Mahtomedi, MN 55115 BUYER: St. Louis Park Economic Development Authority Attn: Tom Harmening 5005 Minnetonka Boulevard St. Louis Park, MN 55416 EDA Resolution No. 09-15 -9- AGENT: Kennedy & Graven, Chartered ATTN: Joe Y. Yang and Catherine B. Rocklitz 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 18. ENTIRE AGREEMENT. This Purchase Agreement, including exhibits attached hereto, and any amendments hereto signed by the parties, shall constitute the entire Agreement between Seller and the Buyer and supersedes any other written or oral agreements between the parties relating to the Property. This Purchase Agreement can be modified only in a writing properly signed on behalf of Seller and the Buyer. 19. SURVIVAL. Notwithstanding any other provisions of law or court decision to the contrary, the provisions of this Purchase Agreement shall survive closing. (the remainder of this page intentionally left blank) EDA Resolution No. 09-15 -10- IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year above. Buyer: St. Louis Park Economic Development Seller: Authority Gary T. Mulcahy, Sr. By: Its President By: Its Executive Director EDA Resolution No. 09-15 11 - EXHIBIT A Legal Description of Property That part of the Northeast Quarter of the Southeast Quarter of Section 6, Township 28, Range 24, described as commencing at the intersection of the Southwesterly line of the plat of "Minikanda Oaks, Hennepin County, Minnesota" with a line drawn parallel with and 50 feet Northwesterly from the centerline of Excelsior Ave., as delineated on said plat; thence Southwesterly parallel with said centerline and its Southwesterly extension 170 feet to the actual point of beginning; thence continuing Southwesterly along said parallel line 166.30 feet; thence Northwesterly at right angles 190 feet; thence Northeasterly at right angles 166.30 feet; thence Southeasterly at right angles to the point of beginning.