HomeMy WebLinkAbout13-10 - ADMIN Resolution - Economic Development Authority - 2013/08/05ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 13-10
RESOLUTION APPROVING THE PURCHASE AGREEMENT
BETWEEN THE ST. LOUIS PARK ECONOMIC DEVELOPMENT
AUTHORITY AND 4601 HIGHWAY 7 LLC
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 ('BDA
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
removal of a building that is structurally obsolete and redevelopment of the property in the City
located at 4601 Highway 7 and 3130 Monterey Avenue South 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, 4601 Highway 7 LLC ("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
ority the Agreement and any documents referenced therein requiring execution by the
n, and to carry out, on behalf of the Authority its obligations thereunder.
Adopted by the Economic Development Authority
ZA st 5, 2013
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President
Attest
Secretary
EDA Resolution No. 13-10 2
EXHIBIT A
Legal Description of Property
The land situated in the City of St. Louis Park, County of Hennepin, State of Minnesota,
described as follows:
Lots 12, 13, 14, 15, and 16, Block 2;
That part of Lots 10, 11, 17 and 18, Block 2, lying South of the Southerly right-of-way line of
State Trunk Highway No. 7;
All of the vacated alley in Block 2 lying South of the Southerly right-of-way line of State Trunk
Highway No. 7;
That part of Natchez Avenue vacated, lying east of the West line of the Northwest Quarter of the
Northeast Quarter of Section 6, Township 28, Range 24, North of the South line of said
Northwest Quarter of the Northeast Quarter, and South of the extension across it of the North
line of Lot 15, Block 2;
That part of West 32nd Street, vacated, lying between the extensions across it of the East line of
Lot 14 and the West line of Lot 15, Block2;
All in "Oakenwald Addition St. Louis Park."
That part of the Southwest Quarter of the Northeast Quarter, Section 6, Township 28, Range 24,
described as beginning at the Northwest comer of said Southwest Quarter of the Northeast
Quarter; thence South along the West line thereof 288.7 feet; thence East to a point on the
Northerly right-of-way line of the Minneapolis and St. Louis Railway Company, distant 46 feet
from the intersection of said right-of-way line with the West line of said Southwest Quarter of
the Northeast Quarter as measured along said right-of-way line; thence Northeasterly along said
Northerly right-of-way line to its intersection with the extension South of the East line of
Monterey Avenue; thence North along the extension of the East line of Montery Avenue to the
North line of said Southwest Quarter of the Northeast Quarter; thence West along said North line
to the point of beginning.
Torrens Property — Certificate Title No. 1359636
EDA Resolution No. 13-10 3
EXHIBIT B
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement') is made this 5th day of August, 2013, by and
between 4601 Highway 7 LLC, a Minnesota limited liability company ("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 4601 Highway 7 and
3130 Monterey Avenue South, 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 are 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: Two Million
Two Hundred Fifty Thousand and 00/100ths Dollars ($2,250,000.00) ("Purchase
Price").
b. TERMS:
1. EARNEST MONEY: The sum of Twenty -Five Thousand Dollars
($25,000.00) earnest money shall be paid by Buyer to Seller ("Earnest
Money"). Earnest Money shall become nonrefundable at the end of the
Due Diligence Period, provided that if all conditions of termination and
removal of the Billboards pursuant to paragraph 3.b.4. hereof are not
satisfied by the Closing Date, the Seller shall refund the Earnest Money to
the Buyer.
2. BALANCE DUE SELLER: Buyer agrees to pay by check or wire transfer
on the Closing Date any remaining balance due on the Purchase Price
according to the terms of this Agreement.
3. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller
agrees to execute and deliver a Warranty Deed conveying marketable fee
simple title to the Property to Buyer, free and clear of any mortgages, liens
or encumbrances other than matters created by or acceptable to Buyer,
subject only to the following exceptions:
i. Building and zoning laws, ordinances, state and federal
regulations;
ii. Reservation of minerals or mineral rights to the State of
Minnesota, if any; and
EDA Resolution No. 13-10 4
iii. Public utility and drainage easements of record which will not
interfere with Buyer's intended use of the Property.
4. BILLBOARD LEASE TERMINATION: No later than upon waiver by
Buyer or upon satisfaction of all contingencies pursuant to paragraph 5
below, Seller agrees to notify Clear Channel (the "Billboard Company")
that Seller is exercising its right to terminate all existing billboard lease
agreements (the "Billboard Leases") in connection with all billboards
located on the Property (the `Billboards"). Seller shall remove or cause
the removal of all Billboards from the Property prior to the Closing Date.
4. DOCUMENTS TO BE DELIVERED AT CLOSING BY SELLER. In addition to the
Warranty Deed required at paragraph 3.b.3. above, Seller shall deliver to Buyer at closing:
a. An affidavit from Seller sufficient to remove any exception in Buyer's policy of
title insurance for mechanics' and materialmens' liens and rights of parties in
possession;
b. A "bring -down" certificate, certifying that all of the warranties made by Seller in
this Agreement remain true as of the Closing Date;
C. Affidavit of Seller confirming that Seller is not a foreign person within the
meaning of Section 1445 of the Internal Revenue Code;
d. Well disclosure certification, along with any certifications that the Seller has
caused the existing well on the Property to be capped as may be required by state
or federal statutes, rules or regulations; provided that in the event the cost of
capping such well exceeds $1,800.00, Seller may elect to terminate this
Agreement and refund the Earnest Money to the Buyer;
e. Any notices, certificates, and affidavits regarding any private sewage systems,
underground storage tanks, and environmental conditions as may be required by
state or federal statutes, rules or regulations; and
f 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.
5. CONTINGENCIES. Buyer's obligation to purchase the Property is contingent upon the
following:
a. Approval of this Purchase Agreement by Buyer's governing body;
b. Buyer conducting environmental investigations on the Property and receiving
reports that are satisfactory to Buyer;
C. Seller's procurement of a Certificate of Property Maintenance from the City of St.
Louis Park's Inspections Department prior to closing;
d. Seller's removal of all personal property, .junk, barrels, and debris from the
Property;
EDA Resolution No. 13-10 5
e. Buyer's determination of marketable title pursuant to paragraph 6 of this
Agreement; and
f Buyer's determination that any relocation benefits payable to the Tenant and/or
Billboard Company will not exceed a reasonable amount as determined by Buyer
in its sole discretion.
Buyer shall have sixty (60) days from the date of approval of this Agreement to remove or waive
the foregoing contingencies (the "Due Diligence Period"). 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, Seller shall notify the Billboard
Company of Seller's intent to terminate all Billboard Leases and to remove all Billboards in
accordance with paragraph 3.b.4 above, and Buyer and Seller shall proceed to close the
transaction as contemplated herein.
If one or more of the contingencies is not satisfied, or is not satisfied within the Due Diligence
Period, and is not waived by Buyer, this 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 Agreement. Buyer
shall also deliver to Seller copies of all documentation gathered during the Due Diligence Period,
including without limitation all survey, environmental or soil tests. 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 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 waived. Seller shall have until the end of the Due Diligence Period (or such later date as
the parties may agree upon) to make title marketable, at Seller's cost. In the event that title to the
Property cannot be made marketable or is not made marketable by Seller within the Due
Diligence Period, then this Agreement may be terminated at the option of Buyer. In the event
that the cost to make title marketable exceeds $15,000.00, Seller may elect to terminate this
Agreement and return the Earnest Money to Buyer.
7. ENVIRONMENTAL INVESTIGATIONS. Buyer acknowledges that it has been
authorized by Seller to enter the Property and conduct environmental investigations of the
Property.
8. 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.
9. CLOSING DATE. The date of closing shall be on the earlier of (a) seven (7) days
following the satisfaction of (i) all contingencies, (ii) termination of the Billboard Leases and
removal of the Billboards, and (iii) termination of the Tenant lease and vacation of the Tenant
EDA Resolution No. 13-10 6
from the Property; or (b) December 30, 2013 ("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 parties. All deliveries and
notices to Buyer shall be made as provided in Section 17 of this Agreement.
10. POSSESSIONIUTILITIES.
a. Possession. Seller agrees to deliver possession of the Property free of all personal
property, junk, barrels, 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.
11. SELLER' WARRANTIES. Seller hereby represents and warrants to Buyer and Seller
will represent and warrant to Buyer as of the Closing Date that:
a. Sewer and water. Seller warrants that to the best of Seller's knowledge, the
Property is connected to City sewer and is accessible, though not connected, to
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 caused by or resulting from any action of Seller.
C. Notices. Seller warrants that Seller 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 Buyer 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 (i) the existing lease of the Property to Professional
Instrument Company, Inc. ("Tenant") shall have been terminated and the Tenant
shall have vacated the Property prior to the Closing Date; and (ii) the existing
Billboard Leases shall have been terminated and the Billboards shall have been
removed from the Property prior to the Closing Date.
C. Broker Commission. Seller has utilized the services of Welsh Companies, LLC,
dba Colliers International (Ted Gonsior), a real estate broker, in connection with
the transaction contemplated by this Purchase Agreement, and that no other
broker, agent, or representative has been engaged or shall be entitled to any
commission in connection with such transaction. Seller shall be responsible for
compensating its real estate broker and paying any commission due. Seller agrees
to indemnify, defend and hold Buyer harmless from the claims of any broker, real
estate agent or similar party claiming through Seller.
f Condemnation. Seller warrants that there is no pending or, to the actual
knowledge of Seller, threatened condemnation or similar proceeding affecting the
Property or any portion thereof, and Seller has no actual knowledge that any such
action is contemplated.
EDA Resolution No. 13-10 7
g. Legal Proceedings. There are no legal actions, suits or other legal or
administrative proceedings, pending or threatened, that affect the Property or any
portion thereof, and Seller has no knowledge that any such action is presently
contemplated.
h. Legal Capacity. Seller has the legal capacity to enter into this Agreement. Seller
has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year
under the United States Bankruptcy Code, nor has any petition for bankruptcy or
receivership been filed against Seller within the last year.
i. Methamphetamine Production. To the best of Seller' knowledge,
methamphetamine production has not occurred on the Property.
Seller' representations and warranties set forth in this paragraph shall be continuing and are
deemed to be material to Buyer's execution of this Agreement and Buyer's performance of its
obligations hereunder. All such representations and warranties shall be true and correct on or as
of the Closing Date with the same force and effect as if made at that time; and all of such
representations and warranties shall survive closing and any cancellation or termination of this
Agreement, and shall not be affected by any investigation, verification or approval by any part
hereto or by anyone on behalf of any party hereto. Seller agrees to defend, indemnify, and hold
Buyer harmless for, from and against any loss, costs, damages, expenses, obligations and
attorneys' fees incurred should an assertion, claim, demand or cause of action be instituted, made
or taken, which is contrary to or inconsistent with the representations or warranties contained
herein.
12. CLOSING COSTS/RECORDING FEES/DEED TAX. Seller shall pay: (a) the cost of
any documents required to clear title or to evidence marketable title; (b) any transfer or deed
taxes and any deferred taxes due as a result of this transaction; (c) one-half of closing fees
customarily charged by the title company; and (d) any other operating costs of the Property up to
the date of closing. Buyer shall pay: (a) any environmental investigation costs; (b) costs of an
initial title commitment, title insurance and endorsements; (3) one-half of closing fees
customarily charged by the title company. Each party shall pay its respective real estate broker
and attorneys' fees.
13. 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 days of the Closing Date.
14. RISK OF LOSS. If 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 Seller. If the Property is destroyed or substantially damaged before
the Closing Date, this Agreement shall become null and void, at Buyer's option. At the request
of Buyer, Seller agrees to sign a cancellation of Purchase Agreement.
15. DEFAULT/REMEDIES. If Buyer defaults under this Agreement, Seller has the right to
terminate this Agreement by giving written notice of such election to Buyer, which notice shall
specify the default. If Buyer fails to cure such default within 15 days of the date of such notice,
Seller may terminate this Agreement and retain the Earnest Money as Seller's liquidated
damages, time being of the essence of this Agreement. The termination of this Agreement (and
EDA Resolution No. 13-10 8
retention of the Earnest Money) will be the sole remedies available to Seller for such default by
Buyer, and Buyer will not be further liable for damages. If Seller defaults under this Agreement,
Buyer shall have the right (i) to terminate this Agreement (in which case Buyer shall be entitled
to a refund of the Earnest Money), or (ii) to enforce and recover from Seller specific
performance of this Agreement. The termination of this Agreement (and refund of the Earnest
Money), or the enforcement and recovery from Seller of specific performance of this Agreement,
shall be the sole remedies available to Buyer for such default by Seller, and Seller shall not be
further liable for damages.
16. RELOCATION BENEFITS; INDEMNIFICATION. Seller acknowledges that it is
not being displaced from the Property as a result of the transaction contemplated by this
Agreement and that it is not eligible for relocation assistance and benefits or in the event that
Seller is eligible for relocation assistance and benefits, that the Purchase Price includes
compensation for any and all relocation assistance and benefits for which Seller may be eligible.
The provisions of this paragraph shall survive closing of the transaction contemplated by this
Agreement.
Buyer acknowledges that it is responsible for any and all relocation assistance and benefits that
may be due to the Tenant and Billboard Company, together with any consultants' fees that Buyer
may incur in connection with legal action required to resolve any relocation assistance or
benefits dispute with such Tenant or Billboard Company. For purposes of this Agreement,
"relocation assistance and benefits" shall have the meanings ascribed to them by the Uniform
Relocation Assistance and Real Property Acquisition Policies Act, 42 U.S.C. Sections 4601-
4655 (the federal URA) and the regulations implementing the federal URA, 49 C.F.R. Sections
24.1-24.603.
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: 4601 Highway 7 LLC
c/o Martha Arneson
4234 Grimes Avenue South
Edina, MN 55416
With a copy to:
Colliers International
Attn: Theodore Gonsior
4350 Baker Road
Suite 400
Minnetonka, MN 55343
EDA Resolution No. 13-10 9
BUYER: St. Louis Park Economic Development Authority
Attn: Executive Director
5005 Minnetonka Boulevard
St. Louis Park, MN 55416
With a copy to:
Martha Ingram, Esq.
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
18. ENTIRE AGREEMENT. This Agreement, including exhibits attached hereto, and any
amendments hereto signed by the parties, shall constitute the entire agreement between Seller
and Buyer and supersedes any other written or oral agreements between the parties relating to the
Property. This Agreement can be modified only in a writing properly signed on behalf of Seller
and Buyer.
19. SURVIVAL. Notwithstanding any other provisions of law or court decision to the
contrary, the provisions of this Agreement shall survive closing.
20. BINDING EFFECT. This Agreement binds and benefits the parties and their successors
and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
and year above.
Buyer:
Seller:
St. Louis Park Economic Development 4601 Highway 7 LLC
Authority
By:
Its: President
By:
Its: Executive Director
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