Loading...
HomeMy WebLinkAbout4H - Waterfront Passage Bs PkSTAFF AGENDA REPORT AGENDA #: PREPARED BY: SUBJECT: DATE: INTRODUCTION: BACKGROUND: DISCUSSION: 4 (h) LARRY ANDERSON, DIRECTOR OF PUBLIC WORKS CONSIDER APPROVAL OF PURCHASE AGREEMENT ACRES OF PROPERTY LYING IMMEDIATELY EAST WATERFRONT PASSAGE BUSINESS OFFICE PARK AUGUST 15, 1994 FOR 12.6 OF THE The purpose of this Agenda item is to receive Council approval of the Purchase Agreement for property for a Public Works/Parks Maintenance building. On July 18, 1994 the City Council considered acquisition of 12.6 acres of the Adelmann property. At that time the City Manager was authorized to make an offer on the property of up to $6,500 per acre. The Council approved the 1995 ClP on August 1, 1994. Included in the ClP was the construction of a Public Works/Parks Maintenance building in 1995. The Adelmann property was listed for $94,900 or $7,532 per acre based upon 12.6 acres. The City submitted a Purchase Agreement to the seller with a purchase price of $75,320 or $5,977.77 per acre. The actual offer was $7,532 per acre times ten buildable acres. When divided by the total acreage of 12.6, the net price is $5,977.77 per acre. The seller has signed the attached Purchase Agreement. The following are the significant points of this Agreement: Purchase price $75,320.00 cash; $2,000.00 earnest money; City responsible for acreage and frontage assessments for sewer, water and paving - $63,775.00; City responsible for cost of soil borings and environmental review (estimated at $3,000 for soil borings). The City has 30 days from the signing of the Purchase Agreement to do soil borings and the environmental review. This parcel was farmed and a walk of the site found no evidence of dumping on the site. Traditionally farmers would create a disposal site by dumping rocks, scrap iron and other debris in a pile. This was not found on the site. Staff does not propose to contract with an Environmental Phase I Study. The cost to do so would be $2,000. A contingency of the Purchase Agreement is that it is acceptable to the City Council. The City was responsible for the cost of the site improvements on the Business Office Park, thus this Agreement is consistent with the Business Office Park acquisition. 4629 Dakota St. S.E., Prior Lake, Minnesota 5537,2-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OP~'b'RTUNITY" EMPLOYER ISSUES: FISCAL IMPACT: ALTERNATIVES: RECOMMENDATION: ACTION REQUIRED: The property is adjacent to the City's existing maintenance facility and can be used in conjunction with the existing facility (see attached map). The Purchase, Agreement is in accordance with the guidelines as set forth by the City Council. The price per acre including all costs is generally equivalent to the land costs for the remainder of the office park. The costs for land acquisition and assessment payment will be drawn from the Enterprise Building Fund which is financed by the Capital Facility Charge (CFAC) on the water and sewer billings. The current balance in the CFAC fund is $260,630.12, and the approximate balance with this acquisition will be $118,500.00. No tax dollars are required for this acquisition. The alternatives are as follow: 1. Approve the Purchase Agreement. 2. Provide staff specific direction Agreement. to amend the Purchase Do not approve the Purchase Agreement. Staff's recommendation is to approve the Purchase Agreement as submitted, authorize the Mayor and City Manager to execute the Agreement, and authorize the deposit of $2,000.00 as earnest money. The payment is included in the bills to be paid. Disapproval of this item would require the $2,000.00 earnest money payment to be removed from the bills to be paid. A motion as part of the Consent Agenda to approve the Agreement and aut,~,efize payment of the earnest money. REVIE~ ~/ Purchase AG815A. ENG -2- REAL ESTATE PURCHASE AGREEMENT July 22, 1994 1994, by and between the City of Prior Lake, a Minnesota m~nicipal corporation ("Purchaser"), and the Estate of Anthony Adelmann ("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 Purchaser agrees 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: Outlot B, Waterfront Passage Addition, according to the plat on file and of record in the Scott County Recorder's Office, Scott County, Minnesota together with all the appurtenant rights, privileges, and easements belonging thereto (collectively the "Real Property"). 2. Purchase Price; Allocation. Purchaser agrees to pay to Seller, as the purchase price for the Real Property (the "Purchase Price"), the sum of Seven Thousand Five Hundred Thirty-Two ($7,532.00) Dollars per acre for ten (10) usable acres for a total purchase price of Seventy-Five Thousand Three Hundred Twenty ($75,320.00) Dollars. The Purchase Price shall be payable in cash or certified funds-~-et~3~ as follows: (i) $2,000.00 as earnest money to be held and disbursed by Seller's attorney pursuant to the.terms . oi =hiS 3. Title. Seller shall, within a reasonable time after Agreeme approval of this Agreement, furnish an Abstract of Title, or a (ii) Registered Property Abstract, certified to date to include proper $73,320 searches covering bankruptcies, and state and federal judgments and ~ osing liens. Buyer 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 allow~ ~/ 120 days to make such title marketable. Pending correction c~\/~ title, any payments required hereunder shall be postponed, but upon.~ correction of title, and within ten (10) days after written notice' to Buyer, 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 Buyer, and neither party shall be liable for damages hereunder to the other. All money heretofore paid by Buyer shall be refunded. If title to said Property be found marketable or be so made within said time, and said Buyer 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 Buyer defaults in the performance of the terms of this Agreement, and notice of cancellation is served upon Buyer 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 Purchaser as follows: 4.1 Ownership of Real Property. 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 A attached hereto. 4.2 Certain Loan Documents. 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 B. Ail 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, - 2 - 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 Flood Hazard. 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. Purchaser, its agents and~ ~/ designees, shall have the right, at any time or times af~ the date hereof, to enter upon the Real Property, at reasonable time or times, for any purpose connected with th~ sale of the Real Property, including but not limited to, access to conduct surveys, environmental audits, and/or soil testing. Buyer shall indemnify Seller for any costs or claims that may arise from Buyer's access to the Real Property. 4.6 Hazardous Substances. Seller hereby represents and warrants that to the best of its knowledge, the Property is free of hazardous substances and is not subject to any "superfund" type of liens or claims by governmental regulatory agencies or other third parties arising from the release or threatened release of hazardous substances, in, on or about the Property. For the purposes of this Agreement, "hazardous substances" means any dangerous, toxic or pollutants, chemicals, wastes or substance as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980 (CERCLA), as amended, 42 U.S.C. Section 9601, et seq., Resource Conservation and Recovery Act (RCP~A), 42 U.S.C. Section 6901, et seq., the Minnesota Environmental Response and Liability Act, Minn. Stat. Section l15B.01, et seq., or any other federal, state or local laws or regulations. The term shall also include petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel or mixtures thereof and polychorinated biphenyls, asbestos, urea formaldehyde or related substances. 4.8 Wells and Underqround 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. Closinq. Subject to the conditions contained herein, the closing shall take place on September 15, 1994, or such other date as is mutually agreed upon, or such other date as this transaction - 3 - actually closes as determined in accordance with the provisions of this Agreement (the "Closing Date"). The closing shall take place at the offices of Seller or such other place as is mutually agreeable by both parties. At the closing, Seller shall deliver to Purchaser: 5.1 A Personal Representative's Deed, properly executed on behalf of Seller in recordable form with all applicable transfer taxes paid and stamps, if any, affixed thereto, conveying the Real Property to Purchaser subject to no exceptions other than those matters expressly agreed to by Purchaser pursuant to Paragraph No. 3 hereof. 5.2 Ail certificates, instruments and other documents necessary to permit the recording of the Deed. 5.3 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. 5.4 An affidavit of Seller in form and content satisfactory to Purchaser stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. 5.5 Such other instruments and documents as are necessary to vest title to the Real Property absolutely in Purchaser and to enable Purchaser to enjoy the benefits of ownership thereof. Upon delivery of the foregoing items, Purchaser shall deliver to Seller the Purchase Price payable at the closing, o~ ,~\ 6. Taxes Real estate taxes due and payable in the year closing shall b~ prorated. Real estate taxes due and payable for ~ all prior years shall be paid by Seller. Current assessments for ' improvements to the Real Property shall be paid by Seller. Deferred assessments, inc3. uding interest, shall be the responsibility of Buyer. 7. Possession. Seller agrees to deliver possession of the Real Property to Purchaser on the Closing Date. 8. ContingencieS. Notwithstanding anything to the contrary contained in this Agreement, the consummation of this Agreement and - 4 - the closing provided in paragraph 5 hereof is hereby expressly conditioned upon the following: 8.1 Purchaser investigative report Purchaser's expense. obtaining a Phase and acceptance of 1 environmental that report at 8.2 Purchaser obtaining a survey to the Real Property at Purchaser's expense. 8.3 Purchaser obtaining soil borings and a soil investigative report to the satisfaction of Purchaser showing that the soil conditions will support the improvements contemplated to be built on the property. Seller shall allow Purchaser, its agents, consultants, and employees reasonable access to the property from the date of execution of this Purchase Agreement for thirty (30) days for conducting the environmental survey, survey of the property, and to obtain soil borings and do soil investigative work. Purchaser shall restore the property to its reasonable original condition at Purchaser's expense in the event closing of the purchase of this property is not completed. 8.4 Seller obtaining the approval of this Agreement by the City Council of Prior Lake. If the contingencies set forth in this paragraph 8 are not satisfied or waived, 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. 9. 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: If to Purchaser: City of Prior Lake 4629 Dakota Street S.E. Prior Lake, MN 55372 Attention: Frank Boyles, City Manager With a copy to: Glenn R. Kessel, Esq. - 5 - Lommen, Nelson, Cole & Stageberg, P.A. 1800 IDS Center Minneapolis, MN 55402 If to Seller: With a copy to: Mr. George Meyers, Personal Representative of the Estate of Anthony Adelmann ~ Pelican Beach Road HC 87, Box 8225 Merrifield, MN 56465 John D. Kosanda, Esq. Courey, Albers & Gilbert, ~e~eyr-Sehw~?-Ke~a~e~-&-A~e~s?-P~Ar P.A. 100 Washington Square, Suite 1117 Minneapolis, MN 55401 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. 10. Assiqnment. This Agreement shall be binding upon and ~ inure to the benefit of each of the parties hereto, the~\\/ respective successors and assigns. ~¥X ~except Edina Realty ~/ 11. Co___~ission_______s. Sellerlwarrants and represents that it has \~ dealt with no realtor or brokerlin connection with this transaction ' and will indemnify, defend and hold harmless Purchaser against any claim made by an agent or broker for a commission or fee based on acts or agreements of Seller. Purchaser warrants and represents that it has dealt with no realtor or broker in connection with this transaction and that it 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 Purchaser. 12. ComDlete Aqreement. 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. 13. Time of the Essence. performance of this Agreement. Time is of the essence in the 14. 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. 15. 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. 16. Survival or Representations 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 By. Lee Andren, Mayor PURCHASER ESTATE OF ANTHONY ADELMANN SELLER S:\SHDATA\ 16772G\GRK'~ADELMANl~OUTLOT-B. PA - 7 - EXHIBIT A Permitted Easements, Encumbrances A 10 foot utility and drainage easement around the perimeter of the Real Property - 8 -