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Home My WebLink AboutRock Creek Agt to Purchase City-Owned Property AGREEMENT REGARDING THE PURCHASE OF CITY OWNED PROPERTY This Agreement is entered into this{1f1t&y of CJ~005 by and between the City of Prior Lake, Minnesota, a Minnesota municipal corporation (hereinafter "City"), and Rock Creek Designers & Builders, 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 Main A venue and Hasting Streets in the City of Prior Lake, Scott County, Minnesota ("Property"), as legally described on Exhibit A 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 Thousand and nollOO Dollars ($200,000.00), 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 B 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 of the 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 Thousand and nollOO Dollars ($200,000.00), 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 three-story commercial retail and office building. Each floor of the building will be approximately four thousand eight hundred (4,800) square feet. The architecture of the building, in the judgment of the Planning Director and City Engineer of the City, shall be consistent with the rendering and narrative description of the building submitted with the Purchaser's Proposal. The height of the proposed Building requires a conditional use permit ("CUP"). The application for the CUP and the preliminary Building Plans shall be submitted to the City on or before August 26, 2005. DN: 256930 STPL-Word:~63412 8 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 26,2005. 5. The Purchaser shall apply for and secure a building permit for the building described in Paragraph 3 on or before October 3, 2005, or as extended pursuant to the Development Agreement attached as Exhibit C. 6. Purchaser shall not be in default under this Agreement or the Purchase Agreement for the Property due to delays caused by acts of God, acts of riot or terrorism, weather conditions which delay construction, shortages of material and/or labor, delays caused by entities or persons over whom or conditions over which Developer has no control. 7. The Mayor and City Manager shall execute the Purchase Agreement within five (5) days of the issuance of a building permit for the building referenced in Paragraph 5 above. "8. -On or before the date for the closing as-provided forinthe-Purchase"Agreement, -------- the Purchaser shall execute a Deve~opment Agreement with the City, a copy of such Development Agreement attached as Exhibit C 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. 9. The City and Purchaser shall close on the sale of the Property within ten (10) business days from the date the Purchase Agreement is executed by both parties. 10. 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 fails to commence construction, as described in the Development Agreement, on or before April 7, 2006. 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 herem 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 Purchaser fails to commence construction on or before April 7, 2006. 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 Purchaser's Cash Deposit (defined below) provided for shall be released. 11. If Purchaser fails to enter into the Purchase Agreement within five (5) business days from the date the building permit is issued or close on the Property within the time specified in Paragraph 9 of this Agreement the City may, in its sole discretion, terminate this Agreement and retain the Purchaser's cash deposit in the amount of Fifteen Thousand Dollars ($15,000.00) (the "Cash Deposit") together with any extension payments provided for in the Development Agreement.. The Purchaser agrees that the City is entitled to retain the Cash Deposit and any DN: 256930 STPL-Word:~ 2 extension payments made as damages owed to the City for the delay Purchaser caused in the development of the Property consistent with the City's 2030 Vision and Strategic Plan. 12. Purchaser may assign this Agreement to the affiliate of Purchaser which will develop the Property. This Agreement is not otherwise assignable by the Purchaser or its affiliate without the prior written consent of the City Council, which consent may be withheld by the City for any reason whatsoever. 13. - 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. 14. 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. 15. This Agreement shall be governed by the laws of the State of Minnesota 16. Both parties to this Agreement have been represented by counsel during the negotiations, drafting and execution of this Agreement.9 IN WITNESS WHEREOF, the Seller and Buyer have executed this Agreement as of the day and year first above written. By: By: Q:~ ~~CK ~~EKDESIGNE~DERS, ON: 256930 STPL-Word:~63412 8 3 STATE OF MINNESOTA ) ) ss. COUNTY OF SCOTT ) CHARLOTTE R. GREEN NOTARY PUBLIC - MINNESOTA My Commission Expires Jail 31, 2010 O The foregoing instrument was acknowiedged before me this /'7 '1"1..- day of d-d6-<.x.-J . 2005, by Jack G. Haugen, Mayor, and by Prank 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 STATE OF MINNESOTA ) "U"--cOUNf)(6F.-;5~-H-" -}~~. ~~..,.;:?".......--"'"----'>~ ..~~--- -- ,---- CHARLOTTE R. GREEN _OOTABYflJ.BLlC_"..MINNESOTA"" _ y Commission Expires Jan. 31. 2010 The foregoing ins~ W~ );c~owltWged before me this l7~ day of tf>{''+D(,Lt /0 . 2005, by Li:il1: I ;)ellP-t--lfJf.resident of Rock Creek Designers & Builders, LLC, a Minnesota limited liability company, on its behalf. (I A'tL.1k1J.u ~1 Notary Public TIDS INSTRUMENT WAS DRAFTED BY: 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 ON: 256930 STPL-Word:~~ 4 ON: 256930 STPL-Word:~~ EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 5 EXHIBIT B PROPOSAL FROM PURCHASER DATED MAY 27,2005 _..__ _._.__ . .__._ ".__ .._ __ _...._ _____.o._ __... .."_._._..._____._____ __.._...._..n_____ ___...._______ _u_.,__ ___ --.._----- ...., -----.-.---.-'.---.--.".-.--..---.--------.- ON: 256930 STPL.Word:~63412 8 6