HomeMy WebLinkAboutContract 1939
ESCROW AGREEMENT
THIS AGREEMENT, dated ~. d-.- ( , 2004, is by and between the Columbia
Heights Economic Development Authority, a public body corporate and politic under the laws of
the State of Minnesota, ("Buyer"), Nath Minnesota Property Company LLC, ("Seller"), and
Kennedy & Graven, Chartered, a professional association ("Agent").
Recitals
A. Seller and Buyer entered into a Purchase Agreement ("Agreement") dated
o vfv1-ur I I ,2004, under which Seller agreed to sell and Buyer agreed to purchase the
real estate located at 3939 Central Avenue NE, in the City of Columbia Heights, County of
Anoka, State of Minnesota, legally described as follows:
The South 180 feet of the North 330 feet of Block 4, Walton's Rearrangement of Lots 33
and 34, Block 6, Reservoir Hills, except the East 165 feet thereof, according to the
recorded plat thereof, and situate in Anoka County, Minnesota. ("Subject Property")
B. Pursuant to the Agreement, Buyer has conducted environmental testing which
disclosed the existence of pollutants on the Subject Property, which Buyer has determined must be
remediated (the "Environmental Remediation") in order for Buyer to complete the purchase of the
Subject Property to enable its use for future redevelopment. In order to facilitate the sale of the
Subject Property to Buyer, Seller ageed,.aLdQsing, that Buyer may retain Fifty One Thousand Nine
Hundred Twenty Seven DOlla~~l~27.0~ the purchase price for the Subject Property as an
Escrow for payment of one-h~ e enVIronmental remediation charges of $103,854.00, not to
exceed $51,927.00, based on the cost estimate prepared by Pro Source Technologies, Inc. dated
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C. Agent has agreed to act as escrow agent under this Escrow Agreement.
Agreement
NOW, THEREFORE, the parties hereto agree as follows:
1. Upon closing and execution of this Agreement, Seller agrees to deposit into escrow
the sum of $51,927.00 (the "Escrowed Funds") from the purchase price, to be held by Agent in a
non-interest bearing account for the purpose of assisting Buyer in defraying the costs of the
Environmental Remediation.
2. Buyer shall provide to Seller copies of its Phase I Environmental report or such other
environmental report it obtains, as such reports become available.
3. No later than two years following the date of this Agreement, Buyer shall provide to
Agent (with copy to Seller) evidence of expenses incurred for the Environmental Remediation.
Agent shall reimburse Buyer for one-half of the incurred expenses for such Environmental
Remediation from the Escrowed Funds up to the maximum amount of the Escrowed Funds, within
10 days following receipt of such evidence from Buyer.
CBR-256900vI
CL205-24
4. Agent shall deliver to Wells Fargo Bank, N.A. the balance of the Escrowed Funds
on deposit, if any, less deduction provided for in paragraph 2 above, no later than 20 days following
the date of receipt of such evidence from Buyer. Delivery shall be by wire transfer to Wells Fargo
Bank, N.A. as follows:
Banle Wells Fargo Bank, N.A.
ABA: 121 000248
Beneficiary: Wells Fargo Commercial Mortgage Servicing
Account: 4535-078117
Reference: 93-1396003 NATH
5. The sole duties of Agent shall be those described herein, and Agent shall be under
no obligation to determine whether the other parties hereto are complying with any requirements of
law or the terms and conditions of any other agreements among said parties. Agent shall have no
duty or liability to verify any amounts deducted from the retained amount and Agent's sole
responsibility shall be to act expressly as set forth in this Escrow Agreement.
6.
delivery to:
Notices to be sent to the parties to this Agreement shall be sent by mail or personal
SELLER:
Nath Minnesota Properties, LLC
900 American Boulevard East
Bloomington, MN 55420
BUYER:
Mr. Robert Streetar
Columbia Heights Economic Development Authority
+1.. __
590 40~' Avenue Nb
Columbia Heights, MN 55421
AGENT:
Kennedy & Graven, Chartered
Attn: Michael Norton
And Catherine Rocklitz
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
7. Seller and Buyer understand that Agent is legal counsel to the Buyer and each
consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event
Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein,
Agent shall deposit the funds with Old Republic National Title Insurance Company or such other
Escrow Agent acceptable to Seller and Buyer. Seller consents to Agent's continued representation
of Buyer after a deposit is made, and Seller agrees to pay all escrow fees charged by the substitute
Escrow Agent.
This Escrow may be executed in separate counterparts together which form one document.
CBR-256900vl
CL205-24
IN WITNESS WHEREOF, the parties have executed this agreement on the date and year written
above.
LC
Columbia Heights Economic Development Authority
By ~4/~
Robert Streetar
Deputy Executive Director
By
CBR-2S6900vl
CL20S-24