HomeMy WebLinkAbout9C - City-Owned Property
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MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
DISCUSSION:
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CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE
MAYOR AND CITY MANAGER TO ENTER INTO A DEVELOPMENT
AGREEMENT AND AN AGREEMENT REGARDING THE PURCHASE OF
CITY-OWNED PROPERTY AT FRANKLIN TRAIL AND PARK NICOLLET
AVENUE.
Introduction
The purpose of this agenda item is to receive City Council authorization to
enter into two agreements prepared by the City Attorney which set forth the
legal relationship, default provisions, penalties and securities with respect
to a new development proposed for the Franklin Trail and Park Nicollet
Avenue property.
Historv
The City owns two parcels immediately adjacent to each other at Franklin
Trail and Park Nicollet Avenue. Taken together, the parcels are .88 acres.
On June 6, 2005, the City Council awarded a proposal to sell this property
for development to Village Commerce Building, a limited liability
corporation represented by Dan O'Keefe. The transaction is subject to the
conditions contained in the request for proposal and the proposal
submitted by Mr. O'Keefe as modified by City Council Resolution 06-070.
In addition to authorizing the sale of the property in the amount of
$204,000, the City Council directed that the developer and City enter into a
Development Agreement and Agreement Regarding the Purchase of City-
owned Property within 45 days, which is June 29, 2006. Both documents
were returned filled out and signed by the developer. The written purchase
agreement for the Park Nicollet property has also been supplied to the City
in accordance with the Council's direction.
Current Circumstances
The City Attorney has prepared two documents. The first is an Agreement
Regarding the Purchase of City-owned Property. The second is a
Development Agreement. The agreement sets forth the terms of the
purchase transaction and the responsibilities of each party. The
Development Agreement specifies the timeline within which various actions
are to take place which ultimately end with the issuance of a permanent
certificate of occupancy. The timelines were provided by the developer in
consultation with City staff. The document also defines default and the
penalties in the event of a breach of the agreement. The document seeks
to assure that title to the land does not transfer to Village Commerce
Building, LLC, until we are certain that the building will be constructed in
accordance with the RFP, proposal and Development Agreement.
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The Developer Agreement provides that the developer will construct a two-
story commercial, retail and office building in conformance with their May
27,2005, proposal in all respects except size of building (21,000 square-
feet rather than 31,000) and timeline, which is considerably later than
originally anticipated for a variety of reasons.
Because the building is to be constructed on both the City-owned parcel
and the one-acre site previously owned by Park Nicollet, a copy of the
executed purchase agreement is to be submitted to the City by June 24,
2006. The purchase agreement was submitted to the City on June 20,
2006, and is available in my office if the Council desires to view the
document.
ISSUES:
The agreement further provides that if complete building plans are
submitted by June 24, 2006, a building permit will be issued by July 25,
2006, at the latest, and that the purchase agreement for the City property
would be executed within 30 days of that date. The Village Commerce
Building plans were submitted last week. Those plans rely upon soil
borings. The soils report is not yet available. This is significant in that one
of the contingencies of their proposal is that the City be responsible if soil
contamination is found. The City Attorney advises that the Purchase
Agreement for the property will contain language which will protect the City
and developer against this eventuality. The platting for the property would
need to be recorded no later than August 7, 2006, so that construction can
be commenced by August 8, 2006.
If the developer fails to commence construction by September 1, 2006,
(footings and foundation work of not less than $100,000) the City may
declare a breach of contract, rescind the property sale, and retain the initial
security and any subsequent deposits. These provisions are identical
(except in dates) to the Rock Creek Agreements. (A general overview of
the procedures for the sale and development of City-owned property is
attached.)
The key issue is whether the Council believes that the documents protect
the City against various contingencies. A considerable amount of effort
has been spent by the City Attorney crafting language which is satisfactory
to the developer, but also addresses the City's concerns. We believe that
the documents before you accomplish their intended objective.
The purchase price of this property is $204,000, which was the minimum
bid amount established by appraisal. The City Attorney's fees are to be
reimbursed by the developer.
1. Motion and second to adopt a resolution authorizing the Mayor and City
Manager to execute the Agreement Regarding the Purchase of City-
owned Property and the Development Agreement for the Franklin Trail
and Park Nicollet Avenue property.
2. Take no action.
FINANCIAL
IMPACT:
ALTERNATIVES:
RECOMMENDED Alternative 1.
MOTION:
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16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
RESOLUTION 06-110
A RESOLUTION AUTHORIZING COUNCILMEMBER MILLAR AND CITY MANAGER TO ENTER
INTO A DEVELOPMENT AGREEMENT AND AN AGREEMENT REGARDING THE PURCHASE OF
CITY-OWNED PROPERTY AT FRANKLIN TRAIL AND PARK NICOLLET AVENUE.
Motion By: Millar
Second By: Dornbush
WHEREAS, The City Council has deemed two adjacent parcels it owns at Franklin Trail and Park
Nicollet Drive, which is approximately .88 acres, to be surplus to the City's needs; and
WHEREAS, The City Council, in accordance with the 2030 Vision and Strategic Plan, desires to
continue with the redevelopment of the commercial areas and the addition of
businesses to the area; and
WHEREAS, Dan O'Keefe, representing Village Commerce Building, LLC, has submitted a proposal
to build a two-story building of 21 ,000 square feet, in accordance with their proposal
dated May 27, 2005, as modified by City Council resolution 06-070; and
WHEREAS, The City Attorney has drafted a Development Agreement and Agreement Regarding
the Purchase of City-owned Property, which has been reviewed and approved by Dan
O'Keefe on behalf of Village Commerce Building, LLC.
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE,
MINNESOTA as follows:
1. The recitals set forth above are incorporated herein.
2. The Mayor and City Manager are hereby authorized to execute the Development Agreement and
Agreement Regarding the Purchase of City-owned Property at Franklin Trail and Park Nicollet
Avenue.
PASSED AND ADOPTED THIS 26th DAY OF JUNE 2006.
YES
NO
Haugen Abstain Hauaen
Dornbush X Dornbush
Erickson X Erickson
LeMair Abstain LeMair
Millar X Millar
Frank Boyles, City Manager
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Phone 952.447.4230 / Fax 952.447.4245
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Motion By:
WHEREAS, The City Council has deemed two adjacent parcels it owns at Franklin Trail and Park
Nicollet Drive, which is approximately .88 acres, to be surplus to the City's needs; and
WHEREAS, The City Council, in accordance with the 2030 Vision and Strategic Plan, desires to
continue with the redevelopment of the commercial areas and the addition of
businesses to the area; and
WHEREAS, Dan O'Keefe, representing Village Commerce Building, LLC, has submitted a proposal
to build a two-story building of 21,000 square feet, in accordance with their proposal
dated May 27, 2005, as modified by City Council resolution 06-070; and
WHEREAS, The City Attorney has drafted a Development Agreement and Agreement Regarding
the Purchase of City-owned Property, which has been reviewed and approved by Dan
O'Keefe on behalf of Village Commerce Building, LLC.
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NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE,
MINNESOTA as follows:
1. The recitals set forth above are incorporated herein.
2. The Mayor and City Manager are hereby authorized to execute the Development Agreement and
Agreement Regarding the Purchase of City-owned Property at Franklin Trail and Park Nicollet
Avenue.
PASSED AND ADOPTED THIS 26th DAY OF JUNE 2006.
YE NO
Haugen Haugen
Dornbush Dornbush
Erickson Erickson
LeMalr LeMalr
Millar Millar
Frank Boyles, City Manager
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Phone 952.447.4230 / Fax 952.447.4245
AGREEMENT REGARDING THE PURCHASE OF CITY OWNED PROPERTY
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This Agreement is entered into this _day of , 2006 by and between the City of
Prior Lake, Minnesota, a Minnesota municipal corporation (hereinafter "City"), and
, LLC, a Minnesota Limited Liability Corporation
(hereinafter "Purchaser").
RECITALS
WHEREAS, the City is the owner of two parcels of land on unimproved real property
located at Pill 259020430 and Pill 259020440 in the City of Prior Lake, Scott County,
Minnesot~ ("Property"), as legally described as shown on Exhibit _ attached hereto and
incorporated herein; and
WHEREAS, on May 2, 2005, the City Council pursuant to applicable State Statutes and
City Code requirements declared the Property surplus and authorized the City Manager to
undertake a sealed competitive Request for Proposal process to dispose of the Property; and
WHEREAS, on June 6, 2005, the City Council accepted the Proposal from Purchaser, in
the amount of Two Hundred Four Thousand Dollars ($204,000.00), to purchase the Property,
subject to entering into an agreement with the City to construct the structure described in the
Purchaser's response to the City's Request for Proposals ("Proposal"), dated May 27,2005, and
which is attached hereto and incorporated herein as Exhibit _; and
WHEREAS, the City Council by the adoption of Resolution 06-070 has amended the 0
proposal with respect to building size and developer timeline which is attached hereto and
incorporated herein as Exhibit _; and
WHEREAS, this Agreement is intended to set forth the terms and conditions under which
the City will (1) enter into a real estate purchase agreement with the Purchaser and (2) close with
the Purchaser on the sale of the Property; and
WHEREAS, the process hereinafter described in this Agreement for the sale and
purchase of the Property is designed to ensure that the Purchaser is not acquiring the Property to
hold until the value ofthe Property exceeds the Purchaser's purchase price.
NOW THEREFORE, based on the mutual promises and covenants set forth herein, the
sufficiency of which is not disputed, the parties agree as follows:
1. The Recitals set forth above are incorporated herein as if fully set forth.
2. The City will sell Purchaser the Property for the total Purchase Price of Two
Hundred Four Thousand Dollars ($204,000.00), subject to the terms and conditions described in
this Agreement and the purchase agreement attached hereto and incorporated herein by reference
(hereinafter "Purchase Agreement").
3. The Purchaser shall prepare plans for the construction of a two-story Class A
commercial, retail office building. Each floor of the building will be approximately Ten n
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square feet. The architecture and exterior materials of the building, in the judgment of the City
Manager, Plarming Director and City Engineer of the City, shall be consistent with the exteriors
of Keystone Communities and Park Nicollet Clinic. The Building Plans shall be submitted to the
City on or before .Tlln!'! ?4 , 2006.
4. The Purchaser shall provide the City proof of construction and permanent
financing, satisfactory to the City's Finance Director, for the construction of the building
described in Paragraph 3 by August 8 , 2006.
5. The Purchaser shall apply for and secure a building permit for the building
described in Paragraph 3 on or before July 25 , 2006.
6. The Mayor and City Manager shall execute the Purchase Agreement within thirty
(30) days of the issuance of a building permit for the building referenced in Paragraph 5 above.
7. On or before the date for the closing as provided for in the Purchase Agreement,
the Purchaser shall execute a Development Agreement with the City, a copy of such
Development Agreement attached as Exhibit _ and incorporated herein ("Development
Agreement"). The Development Agreement shall be required to be executed by the parties
designated therein to assure that the Purchaser constructs the building for which the building
permit is issued. The Development Agreement sets out a project development timeline and the
City's remedies in the event the Purchaser fails to meet the project development timeline.
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8. The City and Purchaser shall close on the sale of the Property within thirty (30)
business days from the date the Purchase Agreement is executed by both parties.
9. The document of conveyance for the sale of the Property shall contain a rescission
provision. The City shall be entitled to rescind the sale of the property AND retain the purchase
price of the Property if the Purchaser breaches any of the terms and conditions of the
Development Agreement, including the project development timeline specified therein.
Purchaser acknowledges that the City selected Purchaser's bid to purchase the Property based on
the Purchaser's representations to the City of its intent to develop the Property as provided for
herein and in accordance with the Development Agreement. Purchaser agrees that the City is
entitled to regain fee title to the Property and retain the Purchase Price in the event of a default of
any provision in the Development Agreement; but only after Purchaser has received notice of a
default and an opportunity to cure the default. Upon the completion of the improvements to be
constructed by the Purchaser on the Property in accordance with the terms and conditions hereof,
and the issuance of a certificate of occupancy by the City, the rescission provisions hereinabove
provided for shall become null and void and no longer be enforceable as of such date specified in
the certificate of occupancy.
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10. lfPurchaser fails to enter into the Purchase Agreement within thirty (30) business
days from the date the building permit is issued or close on the Property within the time specified
in Paragraph 6 of this Agreement the City may, in its sole discretion, terminate this Agreement
and retain the Purchaser's Fifteen Thousand Dollars ($15,000.00). The Purchaser agrees that the
City is entitled to retain the Fifteen Thousand Dollars ($15,000.00) as damages owed to the City
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for the delay Purchaser caused in the development of the Property consistent with the City's
2030 Vision and Strategic Plan.
11. This Agreement is not assignable by the Purchaser without the prior written
consent of the City Council, which consent may be withheld by the City for any reason
whatsoever.
12. There shall be no amendments to this Agreement unless in writing, signed by the
parties and approved by resolution of the City Council. The City's failure to promptly take legal
action to enforce this Agreement shall not be a waiver or release.
13. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this
Agreement is for any reason held invalid by a court of competent jurisdiction, such decision shall
not affect the validity of the remaining portions of this Agreement. This Agreement shall survive
the closing on the Property.
14. This Agreement shall be governed by the laws of the State of Minnesota.
IN WITNESS WHEREOF, the Seller and Buyer have executed this Agreement as of
the day and year fust above written.
CITY OF PRIOR LAKE
By:
Frank Boyles, City Manager
By:
Jack Haugen, Mayor
By:
,LLC
Its
STATE OF MINNESOTA )
) ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _ day of
, 2006,
by Jack G. Haugen, Mayor, and by Frank Boyles, City Manager, of the City of Prior Lake, a
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r Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted
by its City Council.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of
, 2006,
by
, President of
, LLC, a
Minnesota limited liability company, on its behalf.
Notary Public
r THIS INSTRUMENT WAS DRAFTED BY:
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Suesan Lea Pace, Esq.
Halleland, Lewis, Nilan & Johnson
600 U.S. Bank Plaza South
220 South Sixth Street
Minneapolis, MN 55402-4501
612-338-1838
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DEVELOPMENT AGREEMENT
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This Agreement is entered into this day of , 2006 by and
between the City of Prior Lake ("City"), a Minnesota municipal corporation and
, LLC ("Developer"), a Minnesota Limited Liability
Corporation.
RECITALS
WHEREAS, the City and Developer have executed a Purchase Agreement dated
, 2006, which Purchase Agreement is attached hereto and incorporated herein
as Exhibit 1; and
WHEREAS, the sale of the Property is subject to an AGREEMENT REGARDING THE
PURCHASE OF CITY OWNED PROPERTY dated , 2006, which Agreement
is attached hereto and incorporated herein as Exhibit 2; and
WHEREAS, the City sold Developer real property located at Park Nicollet and Franklin
Trail, Prior Lake, Scott County, Minnesota as legally described in the aforementioned
Agreement in the preceding recital; and
WHEREAS, the Developer submitted a written proposal to the City dated May 27,
2005, which proposal is attached hereto and incorporated herein as Exhibit 3; and
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WHEREAS, the City Council amended the proposal by Resolution 06-070, which is
attached hereto and incorporated herein as Exhibit _; and
WHEREAS, the City desires to ensure that the property sold to the Developer IS
developed as set forth in Developer's proposal.
NOW THEREFORE, based on the mutual promises and covenants set forth herein, the
sufficiency of which is not disputed, the parties agree as follows:
1.
The Recitals set forth above are incorporated herein as if fully set forth herein.
2.
The Developer shall execute this Development Agreement on and after
, 2006, but before the date of Closing as provided for in the Purchase
The Money Order provided to the City with Developers' proposal dated May 27,
remain in place as security for performance pursuant to this Development
Agreement.
2005, shall
Agreement.
3. Developer shall construct a two-story commercial retail and office building on the
Property in conformance with its May 27, 2005, proposal with the exception of square footage
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which shall be Twenty-one Thousand (21,000) square feet. The Developer's proposal provides
for a specific Project Development Timeline set forth as follows, to wit:
Project Steps
a. Submit Land Development RFP
b. Execute City Development Agreement
c. Plat Property
d. Submit Building Plans for City Review
e. Submit Plans to Secure Building Permit
f. Provide Proof of Financing Satisfactory to the City
g. Commence Construction
h. Complete Construction
1. Receive Final Certificate of Occupancy
which the parties hereto reaffIrm, adopt and ratify.
Date Due
6/15/06
8/7 / 06 (SUl:mi t for recording)
6/24/06
7/25/06
8/8/06
9/1/06
4/1/07
6/1/07
4. Developer shall construct the building and complete the project described in
Exhibit 3 in accordance with the Project Development Timeline formally set out in Paragraph 3
above. The failure of the Developer to meet any of the dates set forth in the Project
Development Timeline shall constitute a material breach of this Development Agreement.
5. In the event Developer fails to commence construction, as described herein, on or
before 9/1 /06 , 2006, or on or before the extended construction
r- commencement date, as provided for above, the City shall provide the Developer with (1) written
Notice of the breach describing the breach and (2) a specified amount of time within which to
cure the breach or if such cure requires more than thirty (30) days to complete, such additional
time as reasonably required provided Developer commences cure within five (f) days from
receipt of notice. In the event the Developer does not cure the breach within the time provided
for in the Notice, the City shall have the right to: (1) rescind the sale ofthe Property, (2) retain
the Irrevocable Letter of Credit in addition to the Purchase Price paid for the Property by the
Purchaser, and (3) retain each of the fifteen Thousand and no/lOO Dollar ($15,000.00) extension
payments described above. If the sale of the property is rescinded the City shall be entitled to
retain the Purchase Price and Developer hereby agrees to re-convey the Property to the City by
appropriate documents of conveyance approved by the City. Upon commencement of
construction by Developer, the right of rescission shall terminate and the City shall release the
termination right by execution and delivery of a quit claim deed to the Property. To commence
construction, Developer must commence construction of foundation footings and foundation, at a
cost of not less than $100,000, and must enter into a construction loan in an amount sufficient to
fund, together with Developer's equity, the completion of construction.
6. The Notice provided for in Paragraph 5 shall be sent to:
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Dan O'Keefe
14093 O:mnerce Avenue - Suite #1
Prior Lake, MN 55372
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7. Failure of the City to declare an event of default based on any of the dates in the
Project Development Timeline shall not constitute a waiver of the default or any subsequent
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defaults. The City's failure to take prompt legal action to enforce any provision ill this
Development Agreement shall not be deemed a waiver or release.
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8. The Developer shall indemnify, defend and hold the City, its City Council, agents,
employees, attorneys and representatives hannless against any and all claims, demands, actions,
suits, proceedings, liens, losses, costs, expenses, obligations, liabilities, damages, recoveries or
deficiencies, including interest, penalties, and attorneys' fees, that the City incurs or suffers,
which arise out of, result from or relate to this Development Agreement.
9. This Development Agreement may not be assigned by Developer without the
prior written consent of the City. The City is not obligated for any reason to consent to an
assignment.
10. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this
Development Agreement is declared invalid by a court of competent jurisdiction, such decision
shall not affect the validity of the remaining portion of this Development Agreement.
11. There shall be no amendments to this Development Agreement unless in writing,
signed by the parties and approved by a resolution of the City Council.
12.
Minnesota.
This Development Agreement shall be governed by the laws of the State of
CITY OF PRIOR LAKE
Q
By:
Frank Boyles, City Manager
By:
Jack Haugen, Mayor
DEVELOPER:
By:
LLC
Its:
STATE OF MINNESOTA )
) ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _ day of
, 2006, by
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r Jack G. Haugen, Mayor, and by Frank Boyles, City Manager, of the City of Prior Lake, a Minnesota
municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City
Council.
Notary Public
STATEOFMINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of .
2006, by
, President of
, a Minnesota
limited liability company, on its behalf.
Notary Public
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DRAFTED BY:
City of Prior Lake
16200 Eagle Creek Avenue SE
Prior Lake, Minnesota 55372
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