HomeMy WebLinkAboutEDA AGN 11-10-03 SpecialCITY OF COLUMBIA HEIGHTS
590 40th Avenue N.E.. Columbia Heights, MN 55421-3878 (763) 706-3600 TDD (763) 706-3692
Visit Our Website at: www. ci. colu,,bia-heights, mn. us
EDA COMMISSIONERS
Don Murzyn Jr.
Patricia Jindra
Julienne Wyckoff
Brace Nawrocki
Bobby Williams
Tammera Ericson
Bruce Kelzenberg
ECONOMIC DEVELOPMENT AUTHORITY
SPECIAL MEETING
6:30 P.M., MONDAY, NOVEMBER 10, 2003
PRIOR TO THE CITY COUNCIL MEETING
CITY HALL, CONFERENCE ROOM 1
AGENDA
CALL TO ORDER/ROLL CALL
PLEDGE OF ALLEGIANCE.
ITEMS FOR CONSIDERATION
1. N.E.I.
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MOTION: Move that the EDA authorize the President and Executive Director to execute
a purchase agreement with NEI for the NEI Site pursuant to terms and conditions which
are substantially similar to those contained in the draft purchase agreement reviewed by
the EDA on November 10, 2003, with final language to be approved by staff and our
attorneys, Kennedy & Graven
ADJOURNMENT
Walter R. Fehst, Executive Director
H:\edaAgenda2003\l 1-10-2003 Special Mtg
The EDA does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its
accommodation will be provided to allow individuals with disabilities to participate in all EDA services, programs, and
activities. Auxiliary aids for handicapped persons are available upon request when the request is made at least 96 hours in
advance. Please call the EDA Secretary at 706-3669 to make arrangements (TDD 706-2806) for deaf or hearing impaired
only.
THE CITY OF COLUMBIA HEIGHTS DOES NOT DISCRIMINATE ON THE BASIS OF DISABILITY IN EMPLOYMENT OR THE PROVISION OF SERVICES
EQUAL OPPORTUNITY EMPLOYER
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA)
Meeting of: November 10, 2003
AGENDA SECTION: Items for Consideration ORIGINATING EXECUTIVE
NO: 1 DEPARTMENT: DIRECTOR
Community Development APPROVAL
ITEM: Purchase agreement for the NEI BY: Robert Streetar BY:
property located at 825 41 st Avenue N.E DATE: November 7, 2003
BACKGROUND:
NEI College of Technology is selling their property located at 825 41st Avenue. This includes a building of
approximately 120,000 sf. and approximately 5.5 acres of land. NEI will close and vacate the building on
December 31,2003. NEI has inquired as to the City's interest in purchasing the property. Subsequently,
staff recommends the EDA purchase the property.
General terms include:
· Purchase price $600,000 cash due at closing.
· Earnest moneyS20,000
· Closing to occur in 60 days
Contingencies:
· Complete a phase 1 environmental review.
· Demolition Quotes.
· Asbestos Quotes.
· Tax increment qualification inspection.
The draft purchase agreement was not ready as of the writing of this memorandum, but will be available for
review at the Special EDA meeting on Monday, November 10, 2003. The law firm of Kennedy and Graven
has reviewed the agreement.
RECOMMENDATION: Staff recommends the EDA approve the purchase agreement for the NEI property
located at 825 41st Ave. N.E.
RECOMMENDED MOTION: Move that the EDA authorize the President and Executive Director to execute
a purchase agreement with NEI for the NEI Site pursuant to terms and conditions which are substantially
similar to those contained in the draft purchase agreement reviewed by the EDA on November 10, 2003,
with final language to be approved by staff and our attorneys, Kennedy & Graven.
Attachments
EDA ACTION:
h:\consent 2003\EDA NEI Agreement
PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into this __ day of November, 2003, by and
between NEI College of Technology, a private, non-profit Minnesota corporation ("Seller") and the
City of Columbia Heights Economic Development Authority (EDA), a political subdivision of the
State of Minnesota ("Buyer").
WITNESSETH:
1. De.qcription of l,and Sold. Seller, in consideration of the covenants and agreements
of Buyer hereinafter contained, hereby sells and agrees to convey unto the Buyer, its successors and
assigns, by warranty deed, accompanied by an abstract of title or registered property abstract and
Seller's affidavit, upon the prompt and full performance by the Buyer of its part of this Agreement,
the real property, known as the NEI Site consisting of a parcel of property containing approximately
5.5 acres, and a building of approximately 120,000 square feet, located at 825 41st Avenue NE,
Columbia Heights, Minnesota and legally described in Exhibit A attached hereto (the "Property");
2. Pnrcha.qe price. Buyer, in consideration of the covenants and agreements of Seller,
hereby agrees to pay to Seller as and for the purchase price of the Property Six Hundred Thousand
and no/Dollars ($600,000.00), subject to adjustment as hereinafter provided, in the manner and at
the times following, to wit:
$20,000.00
Earnest money, the receipt of which is hereby acknowledged by Seller, but
which shall be applied to the purchase price hereunder and said $20,000.00
earnest money shall be non-refundable, all except in the event of termination
of this Agreement by Buyer pursuant to paragraph(s) 7, 8, or 10 hereof.
3. Deed. It is agreed that the Warranty Deed executed and delivered by Seller to Buyer
at the Closing Date (accompanied by all customary affidavits and certificates) shall be subject only
to the following exceptions:
(a) Building, zoning and platting laws, ordinances and state and federal
regulations;
(b) Reservation of any minerals or mineral rights to the State of Minnesota;
(c) Utility and road easements of record that do not interfere materially with the
use or development of the Property by Buyer, as disclosed by visual inspection of the
easement on the Survey;
(d) The lien of current taxes not yet due and payable, if any;
(e) The lien of special assessments of record and all levied assessments;
Said Deed shall be accompanied by all required well disclosures.
4. Taxes and Special As~essment,q. Seller represents that the Property is exempt from
payment of real estate taxes pursuant to Minn. Stat. §272.02, subd. 5. Seller shall pay all real estate
taxes interest, and penalties, if any, and all installments of special assessments, if any, relating to the
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Property due and payable in 2003 and the years prior thereto. Provided that the transaction
contemplated by this Agreement shall close, Buyer warrants that the Property will be exempt from
property taxes upon purchase pursuant to Minn. Stat. §272.02, subd. 39. Seller shall pay all
pending or levied special assessments as of the Closing Date. Seller shall be responsible for any
other taxes due as a result of the sale of the Property.
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Fluver'.q I~ndertakings. Buyer represents that it will undertake the following
activities at its option, and expense:
(a) Complete a current Phase I Environmental report prepared in accordance
with ASTM standards E-1527-000 covering the Property within forty-five (45) days
after acceptance of this Agreement by Buyer and Seller, at Buyer's sole cost and
expense. Seller will provide soil tests, if available.
(b) Complete the process of securing quotations of the cost of demolition of the
building on the Property by firms or entities qualified to perform such services,
within forty-five (45) days after acceptance of this Agreement by Buyer and Seller.
(c) Complete the process of securing an asbestos removal estimate for the
building on the Property within forty-five (45) days after acceptance of this
Agreement by Buyer and Seller.
(d) Complete the process of securing an engineering inspection and report to
enable Buyer to document that the structures on the Property are structurally
substandard within the meaning of Minn. Stat. § 469.174, subd. 10, within forty-
five (45) days after acceptance of this Agreement by Seller and Buyer.
6. Preliminary. In.qpeetion By Flnyer. Buyer shall have the right, prior to the Closing
Date, to enter upon the Property for the purpose of taking soil tests, borings, making surveys and
maps and performing other preliminary investigative work, provided, however, that Buyer shall
indemnify and hold harmless Seller fi.om any mechanic's liens or claims arising out of such
preliminary development work by Buyer. Prior to the Closing Date, Buyer shall not construct or
cause the construction of any improvements on the Property.
7. Fluver',q Condition.q Precedent to Clo~qing. The obligation of Buyer to close on the
purchase of the Property is subject to and contingent upon the satisfaction prior to the Closing Date
of the following conditions, any of which may be waived in whole or in part by Buyer on or prior to
the Closing Date:
(a) Buyer, at its option, shall have obtained soil tests, percolation tests, and
similar engineering reports that confirm to the Buyer the satisfactory condition of the soils;
(b) Buyer shall have obtained assurances satisfactory to Buyer that sewer and
water utility services are available to the Property, including necessary easements to provide
sewer and water trunk mains to the Property;
(c) Buyer shall have obtained at its expense environmental inspection reports
and other items described in paragraph 5 of this Agreement, disclosing the satisfactory
conditions of the Property to Buyer.
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(d) Buyer shall have obtained financing.
In the event that Buyer is unable to satisfy any of the foregoing conditions by the Closing Date, or
any of the respective reports or tests permitted by paragraphs 5, 6 or 7 of this Agreement, disclose a
condition or conditions of the Property unsatisfactory to Buyer, Buyer may, by written notice to
Seller, either waive such conditions, or at Buyer's option, terminate this Purchase Agreement,
whereupon Seller shall refund all earnest money paid by Buyer and neither party shall have any
further liability hereunder, provided that Buyer shall deliver an executed quit claim deed to the
Property to Seller. Buyer agrees to diligently proceed to satisfy the conditions of this paragraph.
8. Examination of Title. Seller shall, within fifteen (15) days after the date hereof,
furnish Buyer a current abstract or registered property abstract of the Property, which shall include
proper searches covering bankruptcies, state and federal judgments and liens. Buyer shall be
allowed thirty (30) days after receipt of the abstract for examination of said title and the making of
any objections thereto, said objections to be made in writing or deemed to be waived. The Seller
shall use its best efforts to make such title marketable within six (6) months from its receipt of
Buyer's written objection. Marketability of title shall be determined according to Minnesota statues,
Minnesota case law decisions, and the standards of Minnesota title standards. Pending correction
of title, the payments hereunder required shall be postponed, but upon correction of title and within
ten (10) days after written notice, Buyer shall perform as provided in this Agreement. If said title is
not marketable and is not made so within six (6) months from the date of written objections thereto
as above provided, Buyer may either
(i) terminate this Purchase Agreement by giving written notice by registered
mail to Seller, in which event this Purchase Agreement shall become null and void and
neither party shall be liable for damages hereunder to the other party and the earnest money
shall be returned to Buyer following expiration of 120 days after the last work was
performed on the Property; or
(ii) elect to accept title in its unmarketable condition by giving written notice by
registered mail to Seller, in which event the warranty deed to be delivered at Closing Date
shall except such objections.
9. Sm3~. Buyer may at its option procure, at its sole expense, an ALTA survey of the
Property prepared by a registered land surveyor (the "Survey").
10. De£ault. If Seller, through no fault of Buyer, defaults in its obligations hereunder in
any manner, Buyer may, by notice upon Seller, (i) terminate this Purchase Agreement, in which
event all earnest money paid hereunder shall immediately be delivered to Buyer, or (ii) avail itself
of an action for specific performance. If Buyer shall default in the performance of any of its
obligations hereunder, then Seller shall be entitled to terminate this Agreement upon 30 days
written notice to Buyer, pursuant to Minn. Stat. §559.21 and, upon such termination, Seller shall
retain all earnest money theretofore paid hereunder, as and for its liquidated damages and sole
remedy for said breach, and not as a penalty or forfeiture, actual damages being difficult or
impossible to measure, and no party hereto shall have any further claim against the other hereunder.
In such event, Buyer shall provide Seller with its quitclaim deed. Nothing herein shall relieve
Buyer of any obligation to indemnify or hold Seller harmless as stated herein, including obligations
of Buyer arising out of unsatisfied mechanic's liens which Seller would have to pay because of
work performed on the Property at the request of Buyer.
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11. Representatians and Warranties by Seller. Seller represents and warrants to Buyer
that:
(a) There is no action, litigation, investigation, condemnation or proceeding of
any kind pending against Seller or the Property which could adversely affect the Property,
any portion thereof or title thereto. Seller shall give Buyer prompt written notice if any such
action, litigation, condemnation or proceeding is threatened or commenced prior to the
Closing Date.
(b) To the best of Seller's knowledge, the Property has not been used for the
generation, transportation, storage, treatment, or disposal of any hazardous waste, hazardous
substance, pollutant, or contaminant, including petroleum, as defined under federal, state or
local law, except farm fertilizer used in the ordinary course of farming.
(c) If there is a well located on the Property, Seller will provide at Closing a
well disclosure. There are no underground storage tanks located on the Property. There is
no septic system located on the Property.
(d) To the best of Seller's knowledge, there has been no dumping or placement
or burying of trash or construction debris in or on the Property.
Seller hereby agrees that each of the foregoing representations and warranties shall survive
closing hereunder and that the breach of any thereof shall constitute a default, whether said breach
occurs prior to or after Closing, entitling Buyer to exercise any remedy provided to Buyer in this
Agreement in the event of a default by Seller or any other remedy allowed by law.
12. Clo~ing Date. The Closing Date of this transaction shall take place no later than
sixty (60) days after acceptance of this Agreement by Seller and Buyer. The Closing Date may be
accelerated by mutual agreement of the parties if all contingencies contained herein are satisfied
prior to conclusion of the 60 day period. At closing, Seller and Buyer shall deliver to one another
the instruments specified herein. Subject to the provisions of Paragraph 6 hereof, possession of the
Property shall be delivered to Buyer on the Closing Date.
13. Nlotiee~_ All notices provided herein shall be given in person or be sent by United
States mail, either certified or registered, postage prepaid, to Seller at
and to Buyer at 590 40th Avenue NE,
Columbia Heights, Minnesota 55421-3878. If notice is given by registered or certified mail,
deposit in the United States mail of said notice on or before the date such notice is to be given shall
be deemed timely and acceptable.
14. Flroker. Seller represents to Buyer that Seller has engaged a real estate broker in
connection with Seller's sale of the Property. Buyer shall not be responsible for the brokerage fee or
commission due any real estate broker retained by Seller. Seller shall defend, indemnify and hold
harmless the Buyer fi.om any claims of any such broker.
15. Camademnafirm. In the event that during the pendency of this Purchase Agreement
the Property or any portion thereof is condemned or taken by a public authority, at Closing, Seller
shall assign or deliver to Buyer all proceeds or compensation for such condemnation or taking (and
all rights thereto) and Seller shall convey the Property to Buyer subject to such condemnation or
taking.
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16. Waiver nf Relncatian Flenefit.~. Seller represents that it has requested that the
Property be acquired by Buyer, that it is willing and eager to sell the Property to Buyer, that it has
voluntarily negotiated this Agreement with Buyer, and that therefore, Seller specifically waives any
claim to relocation benefits otherwise permitted by state or federal law described in Minn. Stat.
§117.52. Seller further warrants that at or prior to the Closing Date, Seller shall deliver to Buyer a
waiver of relocation benefits agreement meeting the requirements of Minn. Stat. § 117.521, subd. 1,
in a form to be approved by Buyer in its sole discretion.
Seller further represents that it has given current tenant a notice to vacate the Property, effective
December 31, 2003. Seller understands that it cannot waive tenant's right to relocation benefits, if
any, otherwise permitted pursuant to Minn. Stat. §§ 117.52 and 117.521. Therefore, Seller agrees
to indemnify Buyer, and defend and hold Buyer harmless, fi.om any relocation benefits Seller's
tenant may be eligible to receive as a result of Buyer's purchase of the Property.
17. ~. The terms, covenants, indemnities and conditions of this Purchase
Agreement shall be binding upon and inure to the benefit of the successors and assigns of the
respective parties hereto, and shall survive the Closing Date. Time is of the essence of this
Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first
above written.
SELLER:
NEI College of Technology
BUYER:
City of Columbia
Development Authority
Heights Economic
By
Date
By.
Don Murzyn
Its President
Date
By
Walt Fehst
Its Executive Director
Date
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
(on following pages)
Parcel 1:
Lot 1, Block 1, Northwestem 2nd Addition*
Parcel 2:
Outlot A, Northwestem 2nd Addition
Parcel 3:
Outlot C, Northwestern 2nd Addition
Parcel 4:
Outlot E, Northwestern 2nd Addition
Parcel 5:
Outlot F, Northwestern 2nd Addition
* All references to Northwestern 2nd Addition refer to the plat of Northwestern 2nd Addition which
will be filed with the City of Columbia Heights and Anoka County prior to Closing Date.
Lots 29 and 30, Columbia Heights Annex to Minneapolis
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