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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. w 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 MTN-240090v2 CL205-21 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. o 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. MTN-240090v2 CL205-21 (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. MTN-240090v2 CL205-21 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. MTN-240090v2 CL205-21 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 MTN-240090v2 C[ 205-21 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 MTN-240090v2 CL205-2 l 1 I ':;T,q E :'~T 'b 6O I .1 OUT£OT ~ "'".-- ~--- SOO'93*22'W 102. S0 '~ $O0'23'2B'W ! I SC~TH Io0.O0 60 I ~ A !.!.!-'. Y eo ".; T P.[:.[:. T N.E. [ I Z 5TP, E~[[T N...'-'. I I ~ AI.L ['Tf t