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HomeMy WebLinkAbout8B - Waterfront Passage AGENDA#: PREPARED BY DATE: 8B CONSIDER APPROVAL OF PURCHASE AGREEMENT WITH METRO CABINET, INC. AND GUY AND MARY SELINSKE D/B/A AMERICAN GLASS AND MIRROR, INC. FOR PART OF LOT 2, BLOCK ONE OF THE PRELIMINARY PLAT OF WATERFRONT PASSAGE ADDITION. BONITA CARLSON, ASSISTANT CITY MANAGER AUGUST 1, 1994 BACKGROUND: DISCUSSION: The City of Prior Lake has developed Waterfront Passage Business/Office Park and is currently marketing the sale of lots to businesses. To date, two lots have been sold and are currently being developed. Roger Guenette, of Advanced Resources and I have been working with the owners of two local businesses to construct a jointly owned building in Waterfront Passage Business/Office Park. Our discussions have resulted in their signing a purchase agreement for approximately one acre in order to construct a 10,000 square foot building in Waterfront Passage Addition. The purchase agreement is for the sale of approximately one acre of part of lot 2, block 1, of the Preliminary Plat of Waterfront Passage Addition, Scott County, Minnesota at a purchase price of $75,000. (The developer's agreement will specify the amount of Tax Increment Financing the City will provide to the developer for the project.) The exact property description will be to be determined by a site survey. The site is adjacent (on the west side) to the property being developed for Becker Arena Products. New language has been added to the standard purchase agreement in section 4.6 to allow for the developer(s) to conduct soil explorations, borings and engineers reports. The City agrees to pay one half the cost, up to a maximum of $1,500. The City also agrees to pay one half of the site plan development costs, up to a $1,500 maximum. City staff recommended this language so that the developer(s) and the City can obtain an accurate assessment of the soil conditions and the estimated costs, if any, for soil corrections before negotiating the tax increment financing package and the developers agreement. The developer(s) must determine the building type and exact location on the site prior to soil borings. Site elevations are also usually performed at the same time as the soil borings. Since the City requires a site survey and grading plan to be submitted to the Development Review Committee before construction begins, it seems 4629 Dakota St. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER site survey, property description and complete grading plan done at the same time as the soils investigation work. This should result in cost savings for the ~eveloper and ultimately the City, since we will offer tax increment financing assistance to the developer based on the project costs. ALTERNATIVES: Approve the purchase agreement with Metro Cabinet,Inc. and Guy and Mary Selinske d/b/a American Glass and Mirror, Inc. for the sale of approximately one acre, part of lot 2, block 1, of the preliminary plat of Waterfront Passage Addition. 2. Deny approval. RECOMMENDATION: Alternative No 1, ACTION REQUIRED: Reviewed Motion to approve the purchase agreement with Metro Cabinet, Inc and Guy and Mary Selinske d/b/a American Glass and Mirror, Inc. , for~e sale of approximately one acre, part of lot 2, block I of plat of Waterfront Passage Addition.  e pi BY:F~~anager AGCC1 . ~FI,.CH I ~$ O0 ~$ O0 ;~0 ?,9 REAL ESTATE PURCHASE AGREEMENT June 30, 1994 THIS AGREEMENT, made as of this day of July, 1994, by and among Metro Cabinets, Inc., a Minnesota corporation and Guy and Mary Selinske, husband and wife, (collectively "Purchasers" and sometimes referred to as "Metro" and "Selinske"), and the City of Prior Lake, a Minnesota municipal corporation, ("Seller"). In consideration of the mutual covenants and undertakings contained herein the parties agree as follows: 1. Sale and Purchase of Property. Seller agrees to sell, and Purchasers agree to purchase, certain real property situated in the City of Prior Lake, County of Scott, State of Minnesota, consisting of certain land legally described as follows, to-wit: See Exhibit A attached hereto and incorporated herein. together with all the appurtenant rights, privileges, and easements belonging thereto (collectively the "Real Property"). 2. Purchase Price; Allocation. Purchasers agree to pay to Seller, as the purchase price for the Real Property (the "Purchase Price"), the sum of Seventy-Five Thousand and no/100ths ($75,000.00) Dollars. The Purchase Price shall be payable in cash or certified funds at closing, in such sums as are specifically set forth and as allocated by the terms of a Developer's Agreement between the City and Purchasers. 3. Title. Seller shall, within a reasonable time after approval of this Agreement, furnish an Abstract of Title, or a Registered Property Abstract, certified to date to include proper searches covering bankruptcies, and state and federal judgments and liens. Purchasers shall be allowed'ten (10) days after receipt thereof, for an examination of said title and the making of any objection thereto, said objections to be made in writing or deemed to be waived. If any objections are so made, the Seller shall be allowed 120 days to make such title marketable. Pending correction of title, any payments required hereunder shall be postponed, but upon correction of title, and within ten (10) days after written notice to Purchasers, the parties shall perform this Agreement according to its terms. If the title to the Real Property is not good and marketable of record in Seller and is not made so within 120 days from the date of written objection thereto as above provided, this Agreement shall be null and void, at the option of Purchasers, and neither party shall be liable for damages hereunder to the other. All money heretofore paid by Purchasers shall be refunded. If title to said Property be found marketable or be so made within said time, and said Purchasers shall default in any of the agreements, then, and in that case, Seller may terminate this Agreement and on such termination all the payments made upon this Agreement shall be retained by Seller, as liquidated damages, time being of the essence hereof. 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. In the event Purchasers defaults in the performance of the terms of this Agreement, and notice of cancellation is served upon Purchasers pursuant to Minnesota Statute 559.21, the termination period shall be thirty (30) days as permitted by Subdivision 4 of Minnesota Statute 559.21. 4. Covenants and Warranties of Seller. Seller covenants and warrants to Purchasers as follows: 4.1 Ownership of Real Property and Personalty. Seller is or will be at the Closing the owner of good, marketable, and insurable fee title to the Real Property free and clear of all title defects, claims leases, options, rights of first refusal, easements, restrictive covenants, encroachments, restrictions or limitations on the Real Property except for those easements and permitted encumbrances listed on Schedule B of the Commitment for Title Insurance and/or Exhibit B attached hereto. 4.2 Certain Loan DocLunents. There are no notes, bonds, mortgages, deeds of trust, collateral security documents and other related documents executed and/or delivered by Seller and/or other parties in connection with any and all secured financings (the "Loans") encumbering, or otherwise affecting, all or any portion of the Real Property except as set forth on Exhibit C. All Loans shall be paid and satisfied by Seller at or prior to the Closing Date (as hereinafter defined). 4.3 Condemnation. Seller has not received any notice of, nor does Seller have any knowledge of, any pending, threatened or contemplated condemnation proceeding affecting the Real Property, or any part thereof, or of any sale or other disposition of the Real Property or any portion thereof in lieu of condemnation. 4.4 Casualty. No portion of the Real Property has suffered any material damage by fire or other casualty which has not heretofore been completely repaired and restored to its original condition. No portion of the Real Property is located in a special flood hazard area as designated by Federal governmental authorities. 4.5 Inspection of Premises. Purchasers, their agents and designees, shall have the right, at any time or times - 2 - after the date hereof, to enter upon the Real Property, at any reasonable time or times, for any purpose connected with the sale of the Real Property. From and after the date hereof Purchasers shall continue to be entitled to free and complete access to information pertaining to the Real Property, including any and all subdivision plats and/or proposals, and Seller shall cooperate with Purchasers in the examination of such information and in the transition of ownership of the Real Property. 4.6 Conditions of Soil and Site Survey. The Seller shall grant access to Purchasers, their agents and designees for the purpose of soil investigation to determine that the site is suitable for Purchasers' contemplated improvements to the Real Property. Seller shall reimburse Purchasers for up to fifty (50%) percent of said soil investigation expenses incurred by Purchasers (including soil borings and soil engineer reports, as required or need to be prepared by a certified soil engineer), up to a maximum of One Thousand Five Hundred and no/100ths ($1,500.00) Dollars. In addition, Seller shall reimburse Purchasers for fifty (50%) percent of Purchasers site plan development (including site surveys and grading plans as Purchasers deem necessary) in an amount not to exceed One Thousand Five Hundred and no/100ths ($1,500.00) Dollars. 4.7 Wells and Underground Storage Tanks. Seller hereby represents and warrants that to the best of its knowledge, there are no wells or underground storage tanks on the Property. 5. Contingencies to Closing. Purchasers' obligations to close the purchase of the Real Property shall be contingent upon the following: 5.1 A review and acceptance by Purchasers of soil investigation reports and data prepared by Purchasers on their behalf and review and acceptance of the site plan development plan documents, prepared on Purchasers behalf. Said review and acceptance shall be completed by Purchasers within thirty (30) days of the date of this Purchase Agreement. In the event Seller does not receive a written notice of a non- acceptance of said reports from Purchasers within thirty (30) days of the date of this Purchase Agreement, this contingency shall be deemed waived and removed by Purchasers. 5.2 Purchasers obtaining financing commitments from lending institutions in such sums as Purchasers shall deem necessary to complete the improvements required pursuant to the Developer's Agreement. In the event Purchasers do not receive such financing commitments within thirty (30) days of - 3 - the date of this Purchase Agreement and notify Seller in writing of such fact, this Agreement shall terminate and Purchasers' obligations to buy and Seller's obligations to sell shall cease. Purchasers shall sign such documents as Seller deems necessary to cancel this Purchase Agreement, including the signing of a Quit Claim Deed. In the event Purchasers shall terminate this Agreement because of the .non-acceptance of the soil investigation reports and site plan development documents or in the event Purchasers shall fail to obtain the necessary financing within the thirty (30) day time period, then and in that event, Purchasers shall promptly deliver all investigative reports, soil borings data and site plan documents to Seller and they shall become the sole property of Seller. 6. Closing. Subject to the conditions contained herein, the closing shall take place on or before October , 1994, or such other date as is mutually agreed upon by the parties, or such other date as this transaction actually closes as determined in accordance with the provisions of this Agreement (the "Closing Date"). The closing shall take place either at the offices of Seller or at such offices as may be mutually agreed to by the parties. At least two (2) weeks prior to the Closing Date, Purchasers shall give Seller notice in writing of the actual closing date, and shall furnish Seller with a copy of Purchasers' title opinion or commitment for title insurance setting forth the documents needed for the closing. At the closing, Seller shall deliver to Purchaser: 6.1 An Acquired Property Deed from the City to Purchasers, properly executed on behalf of the City, in recordable form with all applicable transfer taxes paid and stamps, if any, affixed thereto, conveying the Real Property to Purchasers and warranting title thereto subject to no exceptions other than those matters expressly agreed to by Purchasers pursuant to Paragraph No. 3 hereof, and subject to the limited right of Seller to terminate and revest title back to Seller pursuant to the terms and conditions of the Developer's Agreement. 6.2 Ail certificates, instruments and other documents necessary to permit the recording of the Acquired Property Deed. 6.3 A standard Seller's Affidavit with respect to judgments, bankruptcies, tax liens, mechanics liens, parties in possession, unrecorded interests, encroachment or boundary line questions, and related matters, properly executed on behalf of Seller. - 4 - 6.4 An affidavit of Seller in form and content satisfactory to Purchasers stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. 6.5 Such other instruments and documents as are necessary to vest title to the Real Property absolutely in Purchasers and to enable Purchasers to enjoy the benefits of ownership thereof. Upon delivery of the foregoing items, Purchasers shall deliver to Seller the Purchase Price payable at the closing. 7. Taxes. Real estate taxes due and payable in the year of closing shall be prorated. Real estate taxes due and payable for all prior years shall be paid by Seller. The assessments, current, pending or contemplated for improvements to the Real Property shall be paid pursuant to an Assessment Agreement referenced in paragraph 9 of this Agreement. 8. Possession. Seller agrees to deliver possession of the Real Property to Purchasers on the Closing Date. 9. Additional Contingencies. Notwithstanding anything to the contrary contained in this Agreement, the consummation of this Agreement and the closing provided in paragraph 6 hereof is hereby expressly conditioned upon the following: 9.1 Purchasers and Seller negotiating and executing a written Developer's Agreement satisfactory to both parties. 9.2 Seller obtaining the approval of this Agreement by the City Council of Prior Lake. 9.3 The development qualifies for a tax increment financing district and Purchasers and Seller negotiating and executing a written Assessment Agreement satisfactory to both parties. If the contingencies set forth in this paragraph 9 are not satisfied, either party shall have the right to terminate this Agreement by giving written notice of termination to the other on or before the Closing Date. In the event that any such written notice of termination is given, this Agreement shall be null and void and neither party shall have any further rights, obligations, or liability hereunder. 10. Notices. Ail documents to be delivered and all correspondence and notices to be given in connection with this Agreement shall be in writing and given by personal delivery or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: - 5 - If to Purchasers: With a copy to: If to Seller: City of Prior Lake Attn: City of Prior Lake 4629 Dakota Street S.E. Prior Lake, MN 55372 With a copy to: Glenn R. Kessel, Esq. Lommen, Nelson, Cole & Stageberg, P.A. 1800 IDS Center Minneapolis, MN 55402 Each such mailed notice or communication shall be deemed to have been given to or served upon, the party to whom it is addressed on the date the same is deposited in the United States mail, postage prepaid, properly addressed in the manner above provided. Either party hereto may change such party's address for the service of notice hereunder by written notice of said change to the other party hereto, in the manner above specified ten (10) days prior to the effective date of said change. 11. Assiqnment. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, their respective successors and assigns. 12. Commissions. Seller warrants and represents that it has dealt with no realtor or broker in connection with this transaction and will indemnify, defend and hold harmless Purchasers against any claim made by an agent or broker for a commission or fee based on acts or agreements of 'Seller. Purchasers warrant and represent that they have dealt with no realtor or broker in connection with this transaction and that they will indemnify, defend and hold harmless Seller against any claim made by an agent or broker for a commission or fee based on acts or agreements of Purchasers. 13. Complete Aqreennent. This is a final Agreement between the parties and contains their entire agreement and supersedes all previous understandings and agreements, oral or written, relative to the subject matter of this Agreement. 14. Time of the Essence. performance of this Agreement. Time is of the essence in the - 6 - 15. Entire Agreement. This Agreement (including the Exhibits hereto) supersede all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof and cannot be changed or terminated orally, and this agreement constitutes the entire agreement of the parties as to the matters set forth herein. 16. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 17. Survival or ReDresentations and Warranties. The representations and warranties set forth in this Agreement shall be continuing and shall be true and correct as of the date of closing with the same force and effect as if made at that time. Ail such representations and warranties shall survive closing and shall not be merged in the delivery and execution of the deed contemplated by this Agreement. CITY OF PRIOR LAKE By Frank Boyles, City Manager Lee Andren, Mayor METRO ~. INETS~By ~ ~.INC' Its SELLER Guy S~linske Mary Selinske Purchasers S: \SHDATA\ 16 7 7 2G\GRK\METRO - RE. PUR - 7 - - 8 - EXHIBIT A Real Property Description Approximately 1 acre of that part of Lot 2, Block One of the Preliminary Plat of Waterfront Passage, Scott County, Minnesota, to the west of the Becker Arena property, the exact description to be furnished to the parties after the Real Property has been surveyed. - 9 - EXHIBIT B Permitted Easements, Encumbrances A 10 foot utility and drainage easement around the perimeter of the Real Property - 10 -