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HomeMy WebLinkAbout2000-021 EDARCommissioner Fri Nelson its adoption: RESOLUTION NO. 2000 -21 introduced the following resolution and moved RESOLUTION AUTHORIZING PURCHASE AGREEMENT FOR LOT 1, BLOCK 1, BROOKLYN FARM SUBDIVISION WHEREAS, the City of Brooklyn Center and the Housing and Redevelopment Authority entered into a contract for private development that related to Lots 1 and 2, Block 1, Brooklyn Farm Subdivision; and WHEREAS, Tax Increment Financing District #2 was used to develop the office building located on Lot 2, Block 1, Brooklyn Farm Subdivision as well as the creation of the Earle Brown Heritage Center and a number of economic development projects in the area bounded by Highway 100, Shingle Creek Parkway, and Interstate 694/94; and WHEREAS, Lot 1, Block 1, Brooklyn Farm Subdivision has not been developed as anticipated in the contract for private development covering that property, and WHEREAS, the Economic Development Authority has previously directed undertaking and forcement of the contract for private development as may be deemed appropriate, with similar resolutions adopted by the City's Housing and Redevelopment Authority and the City of Brooklyn Center; and WHEREAS, Lot 1, Block 1, Brooklyn Farm Subdivision has not been developed during a period of high economic activity; and WHEREAS, the current owners of Lot 1, Block 1, Brooklyn Farm Subdivision had entered into a contract to sell Lct 1, Brock 1, Brooklyn Farm Subdivision for the construction of an orphanage, with proposed used would be inconsistent with the City's Comprehensive Plan and would be adverse to the City's tax increment plan for this area; and WHEREAS, the Economic Development Authority wants to ensure the appropriate development of Lot 1, Block 1, Brooklyn Farm Subdivision to obtain a compatible use with the surrounding uses; and WHEREAS, Lot 1, Block 1, Brooklyn Farm Subdivision is located adjacent to the Earle Brown Heritage Center, which has received substantial investment by the Economic Development Authority; and WHEREAS, it is appropriate to be in a position to seek and encourage development that will protect and enhance the Economic Development Authority's investment in the Earle Brown Heritage Center, as well as the other investments made to the surrounding properties. RESOLUTION NO. 2000 -21 NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of the City of Brooklyn Center that the Executive Director of the Economic Development Authority in and for the City of Brooklyn Center is hereby authorized to enter into a purchase agreement for Lot 1, Block 1, Brooklyn Farm Subdivision on behalf of the Economic Development Authority upon such terms and conditions as are set forth in the purchase agreement which is attached here to and incorporated herein by reference as "A with such technical changes to such agreement as may be negotiated that do not effect the substance of the proposed acquisition, any such changes being approved as to form by the law firm by Briggs and Morgan on behalf of the Economic Development Authority. October 23, 2000 Date President The motion for the adoption of the foregoing resolution was duly seconded by commissioner Debra Hilstrom and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Debra Hilstrom, Kay Lasman, Ed Nelson, and Robert Pepper and the following voted a ainst the same: none; whereupon said resolution was declared duly passed and adopted. 1 Resolution No. 2000 -21 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, made and entered into this day of October, 2000, between ReliaStar Life Insurance Company, a Minnesota corporation "Seller and City of Brooklyn Center, a Minnesota public body corporate and politic "Purchaser RECITALS Seller owns an undeveloped parcel of real estate containing about 6.21 acres located at the southwest quadrant of the Interstate 94 and Highway 100 interchange, and bordered by Earle Brown Drive in Brooklyn Center, Minnesota, and legally described on Exhibit A hereto (the "Property"). Subject to and on the terms and provisions hereof, the parties have agreed that Seller will sell the Property to Purchaser, and Purchaser will buy it from Seller. 1217143.2 NOW, THEREFORE, the parties hereto hereby agree as follows: Sale and Purchase. 2. Purchase Price. Subject to and on the terms and provisions hereof, Seller agrees to sell to Purchaser, and Purchaser agrees to buy from Seller, the Property. The purchase price for the Property shall be $1,075,000. 3. Payment of Purchase Price. Concurrently with execution of this Agreement by both Seller and Purchaser, Purchaser is paying First American Title Insurance Company "Escrow Agent $50,000.00 (the "Earnest Money At the closing of the sale contemplated hereby, Purchaser shall pay the balance of the purchase price, plus or minus any closing adjustments pursuant to this Agreement, in cash by wire transfer to an account designated by Seller. Escrow Agent shall invest the Earnest Money in a money market fund and the interest thereon shall be paid to the Purchaser if the Earnest Money is to be applied to the purchase price or refunded to Purchaser pursuant to this Agreement, and paid to Seller if the Earnest Money is to be paid to Seller pursuant to Section 13(a) hereof. The Earnest Money shall (i) be applied to the purchase price if the sale contemplated hereby closes, (ii) be refunded to Purchaser if Purchaser terminates this Agreement pursuant to its terms or it terminates pursuant to Section 8 hereof, or (iii) be paid to Seller if Seller terminates this Agreement pursuant to Section 13(a) hereof. 1 1 1 Resolution No. 2000 -21 4. Closing. The closing ofthe sale of the Property s h all be held ,2000, through an escrow with the Escrow Agent. At the closing (1) Purchaser shall deliver or cause to be delivered to Seller: (a) 1217143.2 5. Title Matters. the Earnest Money, by wire transfer to Seller to an account designated by Seller, (b) the purchase price less the Earnest Money and plus or minus closing adjustments, by wire transfer to Seller, to an account designated by Seller, and (c) a closing statement, duly executed by Purchaser, and (ii) Seller shall deliver to Purchaser (a) a warranty deed to the Property, subject only to those items approved or deemed approved by Purchaser pursuant to Section 5.1 hereof, (b) an affidavit of non foreign seller, (c) a Seller's affidavit in customary form, revised to cover only Seller's acts or agreements, (d) the closing statement, signed and, as appropriate, acknowledged by Seller. 5.1 Examination of Title.. Promptly after the date hereof, Seller shall order a commitment for an extended coverage owner's policy of title insurance issued by Escrow Agent covering, and an ALTA/ACSM survey (meeting 1999 Minimum Standard Detail Reports and covering all applicable Table A items) respecting, the Property. Purchaser shall be allowed until ten (10) business days after Purchaser's receipt of the commitment (and exception documents) and survey (whichever occurs later) to make any objections thereto in Purchaser's sole discretion, said objections to be made in writing to Seller by the earlier of said dates or deemed to have been waived. No objection may be made to any instrument or agreement which is given for the benefit of either Purchaser or the Brooklyn Center Housing and Development Authority (the "HRA or to any instrument or agreement to which Purchaser orthe HRA, or both, is party, provided that it is understood that Seller will cooperate with Purchaser in terminating of record any such instruments or agreements, including without limitation that certain dated by and between Purchaser and 5.2 Correction of Title and Title Condition. If any objections to title or survey are made as provided in Section 5:1, Seller shall be allowed fifteen (15) days in which to cure them. Seller shall have no obligation to cure any title or survey defect, except mortgages or liens of a definite and liquidated amount, and if Seller gives Purchaser notice during said fifteen (15) day period that it is not curing any objection, this Agreement shall terminate unless Purchaser waives the objection in writing within ten (10) business days after receipt of Seller's notice. Upon correction of title or survey or waiver of the specified defects by Purchaser, the closing shall be held on the later of the closing date otherwise established pursuant to this Agreement or ten (10) days after the title or survey objections are cured or waived, if title or survey are not cured or the objections thereto are not waived within fifteen (15) days after the date on which Purchaser gives written objection to title 1 1 Resolution No. 2000 -21 or survey as provided in Section S.1 above, then this Agreement shall terminate, if this Agreement terminates pursuant to this Section 5.2, the Earnest Money shall be refunded to Purchaser and neither party shall have any further obligation hereunder, except that Seller and Purchaser shall each remain liable under Section 20 hereof. 6. Closing Costs. Purchaser shall pay recording costs and the premium for the owner's policy of title insurance on the Property, and Purchaser and Seller shall each pay one -half of the closing fees for the title company. Seller shall pay any abstracting, service and other charges for issuance of the commitment and the cost of the survey, whether or not the closing occurs, and the state deed tax. 7. Proration. Real estate taxes due and payable with respect to the Property in 2000 shall be prorated as of the closing date. Purchaser shall pay all real estate taxes due and payable in 2001 and thereafter. Seller shall pay at closing all deferred real estate taxes, if any, and all special assessments which are levied, pending or of record as of the closing date. 1217145.2 S. Certain Contingencies. Notwithstanding any provision of this Agreement to the contrary, Purchaser's obligation to purchase the Property is contingent upon: issuance at closing of an owner's policy of title insurance in favor of Purchaser in the amount of the purchase price, in form and substance satisfactory to Purchaser and containing such endorsements as Purchaser requests; (b) delivery by Seller to Purchaser of the survey in form and substance satisfactory Purchaser; (a) (c) Purchaser's approval and acceptance of all aspects of the status and condition of the Property, including environmental conditions, in the sole and absolute discretion of Purchaser, and (d) the representations of Seller as set forth in Section 11 hereof are true and accurate as of the closing date. In the event any of the contingencies are not satisfied (or waived by Purchaser in its sole discretion) on or before the closing date, Purchaser may elect, by written notice to Seller, to tenninate this Agreement in which event the Eamest Money shall be refunded to Purchaser and neither party shall have any further obligations hereunder, except that Seller and Purchaser shall each remain liable under Section 20 hereof. 1 Resolution No. 2000 -21 Condemnation. If there is a condemnation or pending condemnation of all or any portion of the Property or any rights therein or any access or other appurtenances thereto prior to the closing, Purchaser may elect (i) to close the transaction contemplated hereby and receive at the closing of the Property either a credit against the purchase price for the Property in the amount of the award, in the case of a completed condemnation, or an assignment of all rights in condemnation, in the case of a pending condemnation, or (ii) to terminate this Agreement and in such event, the Earnest Money shall be refunded to Purchaser and neither party shall have any further obligations hereunder, except that Seller and Purchaser shall each remain liable under Section 20. 10. Real Estate Agents. Seller and Purchaser each represents that it has not retained any broker in connection with the transactions contemplated hereby, except that Seller has retained CB Richard Ellis, Inc. "CB and Seller shall be responsible for any commission payable to CB in connection with this transaction. Seller and Purchaser hereby agree to indemnify the other party from any real estate or other sales commission or fee payable to any other broker hired or engaged by the indemnifying party in respect of the transactions contemplated by this Agreement. 1217146.2 (a) 11. Seller's Representations Seller makes the following representations to Buyer: 4 The individuals executing this Agreement on behalf of Seller represent to Buyer that they have the legal and corporate authority to execute this Agreement on behalf of Seller and to bind Seller. Seller represents to Buyer that Seller has the legal and corporate authority to enter into this Agreement and to sell the Property. (b) Seller represents that Seller is not a foreign person, foreign partnership, foreign trust or foreign estate as those terms are defined in Section 1445 of the Internal Revenue Code. (c) Seller represents that Seller has not received notice of any new public improvement project(s), the cost of which a governmental entity may assess against the Property. (d) Seller represents that to the actual knowledge of Seller, the Property is not in violation of any statute, law, ordinance or regulation. (e) Seller represents that to Seller's actual knowledge there is no action, litigation, governmental investigation, condemnation or administrative proceeding of any kind pending against Seller involving any portion of the Property or against the Property itself, and no third party has threatened Seller with commencement of any such 11 Resolution No. 2000 -21 (f) Seller represents that to the actual knowledge of Seller, there are no wells or private septic systems located on the Property. Seller represents that to the actual knowledge of Seller, there are not now, nor have there ever been, any underground or above ground storage tanks of any size or type located on the Property. Seller represents that to Seller's actual knowledge, there are no "hazardous substances" located on the Property; the Property is not subject to any liens or claims by government or regulatory agencies or third parties arising from the release or threatened release of "hazardous substances" in, on or about the Property; the Property has not been used in connection with the generation, disposal, storage, treatment or transportation of "hazardous substances." (g) 0 0) action, litigation, investigation, condemnation or administrative proceeding relating to or affecting the Property. For purposes of this Agreement, the term "hazardous substance" includes but is not Iimited to substances defined as "hazardous substances "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response Compensation Liability Act of 1980, as amended, 42 USC 9601, et. seq., and substances defined as "hazardous wastes "hazardous substances "pollutants or contaminates" as defined in the Minnesota Environmental Response and Liability Act, Minn. Stat. 115B.02. The term "hazardous substance" shall also include asbestos, polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and synthetic gas). Seller represents that to the actual knowledge of Seller, no activity has been undertaken on the Property that would cause or contribute to the discharge of pollutants or fluids into any water source or system, the dredging or filling of any waters or the discharge into the air of any emissions that would require a permit under the Federal Water Pollution Control Act, 33 USC 1251, et. seq., or the Clean Air Act, 42 USC 7401, et. seq., or any similar state law or local ordinance. If at any time prior to the date of closing, Seller acquires actual knowledge of events or circumstances which render the representations set forth in this Section inaccurate in any respect, Seller shall immediately notify Buyer in writing. 1217148.2 5 Resolution No. 2000 -21 12. Sale "As Is Purchaser acknowledges for Seller's benefit that Purchaser has made and will make its own inspection, investigation, review and examination oldie Property and the soils thereon, and all other aspects of the Property, including but not limited to asoils report and hazardous substance audit, and agrees that it is acquiring the Property in its as -is condition without any representation or warranty of any kind, express or implied, except as otherwise herein expressly provided, by Seller or Seller's representatives, agents or affiliates, including without limitation any representation as to hazardous or toxic substances, soil condition, or the availability or adequacy of utilities. Seller shall give Purchaser access to the Property for purposes of conducting such inspection, investigation and examination. Purchaser shall indemnify Seller from any damages resulting from Purchaser's activities on the Property and will restore the same to substantially their same condition as existed prior to such activities thereon by Purchaser. 13. Default. In the event of any default on the part of either party under this Agreement, which continues for more than 10 days after written notice from the other party (except that no notice shall be required for default under any obligation to be performed at closing), the following shall apply: 14. Notices. Any notice or other communication provided for herein or given hereunder to a party hereto shall be in writing, and shall be deemed given when sent by facsimile (followed on the same day by a mailed copy of the notice or communication) or personally delivered to the officer or partner of a party set forth below or when mailed by first class mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: To Seller: if Purchaser is the defaulting party, Seller's sole remedy shall be to terminate this Agreement by notice to Purchaser and in that event the Earnest Money shall be paid to Seller as liquidated damages; ifSeller is the defaulting party, Purchaser may (i)terminatethis Agreement (in which event Purchaser shall receive the Earnest Money) or (ii) seek specific performance against Seller. 1217146.2 6 ReliaStar Life Insurance Company c/o R.eliaStar Investment Research, Inc. 100 Washington Avenue South, Suite 710 Minneapolis, MN 55401 Attention: Steven Hufendick Telecopy No,: 612 3424323 Resolution No. 2000 -21 If to Purchaser: City of Brooklyn Center 6301 Shingle Creek Parkway Brooklyn Center, Minnesota 55430 Attn: Michael McCauley Telecopy No.:. 612 -569 -3494 15. Entire Agreement. Either party may change its address for notice purposes by giving notice in the manner set forth in this Section. This Agreement embodies the entire agreement and understanding between the parties relating to the transaction contemplated hereby and may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought. If any clauses or provisions herein contained would invalidate this Agreement in whole or in part, such clauses or provisions only shall be invalid, and the remainder of this Agreement will remain in full force and effect. 16. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. 17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by Purchaser without Seller's prior written consent 18. Attorney's Fees. In the event of any proceeding to enforce this Agreement, the non- prevailing party shall pay the attorneys' fees and expenses of the prevailing party. 19. Time of Essence. Time is of the essence of this Agreement 20. Confirming Termination. If this Agreement terminates for any reason, each party agrees upon written request from the other to confirm the termination in writing. 1217143.2 7 Resolution No. 2000 -21 IN 'WITNESS WHEREOF, the parties hereto have hereunder set their hands as of the date and year first above written. 1217148.2 SELLER: RELIASTAR LIFE INSURANCE COMPANY By: PURCHASER: CITY OF BROOKLYN CENTER By: Its: Resolution No. 2000 -21 AGREEMENT OF ESCROW AGENT The undersigned hereby agrees to hold the Escrow Money and act as Escrow Agent pursuant to the foregoing Purchase Agreement, 121714 &2 FIRST AMERICAN TITLE INSURANCE COMPANY By: Its: Resolution No. 2000 -21 1217148.2 EXHIBIT A HENNEPIN COUNTY, MINNESOTA Lot 1, Block 1, Brooklyn Farm Subdivision, Hennepin County, Minnesota.