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HomeMy WebLinkAbout1985-022 HRARMember Gene Lhotka introduced the following resolution and moved its adoption: HRA RESOLUTION NO: 85-22 RESOLUTION AUTHORIZING EXECUTION OF REAL ESTATE AGREEMENT WHEREAS, the Housing and Redevelopment Authority in and for the City of Brooklyn Center (HRA) has established the Earle Brown Farm Redevelopment District (District); and WHEREAS, RFI, Inc. (RFI) has entered into a purchase agree- ment to purchase certain real property within the District legally described in Exhibit A attached hereto (the Property) for the purpose of reselling the Property to the HRA; and WHEREAS, the HRA finds that it is in the best interest of the District to purchase the Property from RFI; and WHEREAS, representatives of the HRA have presented to the HRA a Real Estate Agreement dated December 19, 1985 between RFI and the HRA (Purchase Agreement) attached hereto as Exhibit B which provides for the purchase of the Property by the HRA from RFI for the sum of $625,000; and WHEREAS, the HRA has reviewed the Purchase Agreement and finds that it is appropriate and in furtherance of the District; NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelop- ment Authority in and for the City of Brooklyn Center as follows: 1. The Purchase Agreement is hereby approved. 2. The Executive Director and Commission Chairman are hereby authorized to execute the Purchase Agreement in the name of and on behalf of the HRA. 3. The Executive Director and Commission Chairman are hereby authorized to take such steps as are necessary to carry out the objectives of the HRA thereunder. December 30, 1985 ~ Date Chai'~vy~G~ The motion for the adoption of the foregoing resolution was duly seconded by member Rich Theis , and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Gene Lhotka, Celia Scott, Bill Hawes, and Rich Theis; and the following voted against the same: none, whereupon said resolution was declared duly passed adopted. Resolution No. 85-22 Exhibit A Legal Description of the Property Tract A, Registered Land Survey Number 1380 and that part of vacated Earle Brown Drive lying southeasterly of the centerline thereof, as platted in Twin Cities Interchange Park, all in Hennepin County, Minnesota 1 Resolution No. 85-22 Exhibit B 4 REAL ESTATE AGREEMENT THIS AGREEMENT is made this day of December, 1985, between RFI, Inc. (Seller) and HE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, a governmental entity under Minnesota law (Buyer). In consideration of the mutual covenants and agreements hereinafter contained, and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration (the Earnest Money) in hand paid by Buyer to Seller, the receipt of which is hereby acknowledged by Seller, it is hereby mutually agreed by Seller and Buyer as follows: ARTICLE 1. SALE AND PURCHASE OF LAND Seller shall sell to Buyer and Buyer shall purchase from Seller, in the manner hereinafter described, the land consisting in the aggregate of approximately acres (the Property), the exact location and dimensions of which shall be determined as hereinafter provided, which Property is situated in the County of Hennepin and State of Minnesota, legally described on Exhibit A attached hereto and incorporated herein by reference. ARTICLE 2. PURCHASE PRICE The Purchase Price shall be a sum equal to Six Hundred Twenty-Five Thousand Dollars ($625,000), and shall be payable as follows: (01) One Dollar ($1.00) Earnest Money paid herewith; and (02) The balance of the Purchase Price in cash on the date of closing. ARTICLE 3. CLOSING DATE AND POSSESSION The closing date shall be ninety (90) days from the date hereof or such other earlier date as shall be established by mutual agreement of the parties (the Closing Date). Seller shall deliver possession of the Property to Buyer on the Resolution No. 85-22 Closing Date, clear of all personalty and debris (in this regard Buyer acknowledges that the condition of the Property on the date hereof is clear of all personalty and debris). After the date hereof until possession is delivered to Buyer, Seller shall keep and maintain the Property in a neat and orderly condition and shall not alter or damage any part thereof.- Seller shall not remove any dirt, trees, shrubs, or other natural growth except as is necessary to keep the Property in a neat and orderly condition. ARTICLE 4. SURVEY Within thirty (30) days of the date hereof, Seller shall have a survey of the Property prepared by a Minnesota registered surveyor, certified-to date to Buyer showing: (01) The number of acreage contained in the Property, measured to the right-of-way line of public roads upon which it abuts, excluding easements and computed to the nearest one hundredth (1/100) of an acre; (02) The exact legal description and boundary lines of the Property; (03) Encroachments from or onto the Property, if any; (04) Lines of occupation, if different from the boundaries thereof; (05) Location of utility lines and easements of record or appearing thereupon, if any; (06) Assumed bearings used by the surveyor; (07) Direct legal access from a public road to the Property; (08) Bodies of water upon, within two hundred (200) feet of the boundaries of, or flowing through the Property; and (09) The location of all buildings and other improvements on the Property. The legal description shall then be attached hereto as Exhibit B. Seller shall bear the cost and expense of the Survey; provided, however, if any of the foregoing items are not standard features of surveys typically prepared in connection -2- Resolution No. 85-22 with commercial transactions and require additional cost and expense, Buyer shall bear such costs. ARTICLE 5. TITLE MATTERS 5.1) Together with the aforementioned survey and not more than thirty (30) days and at least twenty (20) days prior to the Closing Date, Seller shall furnish to Buyer a Registered Property Abstract or abstract of title, covering the Property, together with searches for taxes, bankruptcies, judgments, tax liens and probate matters, and UCC searches, disclosing a - marketable title of record in Seller, certified to a date not earlier than thirty (30) days prior to the Closing Date. Buyer shall be allowed twenty (20) days after receipt of said abstract fox-examination-of the.abstract and--survey and making of any objections thereto, which objections shall be ineffective if not made in writing. Buyer shall be the sole judge of whether any easements-, encroachments, boundary line problems, or any defects disclosed by said survey are • sufficient to make the Property unsuitable for Buyer's purposes; provided, however, Buyer shall have no right to object to the following as features of the Property which make title thereto unmarketable: (01) Governmental imposed setback lines; (02) Pipeline easements, if any; (03) Zoning restrictions; and (04) Any power, utility, telephone lines accessing the Property lying wholly within fifteen (15) feet of the boundary lines of the Property. If any objections are so made, Seller shall, within sixty (60) days of receiving such objections, correct such objectionable items. Pending correction of title defects, the closing required hereunder. shall,be-postponed.Upon correction of title as provided above, and within ten (10) days after written notice by Seller to Buyer, this transaction shall be closed as herein provided. If such matters are not cured by Seller within said sixty (60) day period, this Agreement shall be voidable at the option of Buyer or Seller and, if so voided, the Earnest Money shall be returned to Buyer and neither Seller nor Buyer shall be liable to the other further under this Agreement. -3- Resolution No. 85-22 1 5.2) If Buyer and Seller elect not to void this Agreement after said sixty (60) day period as above provided, Buyer may, at its option: (01) Postpone the Closing Date until ten (10) days following notice from Seller that such title objections are cured; or (02) Consummate the transaction contemplated by this Agreement in the same manner as if there had been no ` title objections, but withholding from the cash to be paid at closing the reasonable costs, including - reasonable attorneys' fees, as estimated by Buyer's counsel, of curing such objections, in which event the transaction contemplated by this Agreement shall consummate upon such election by Buyer. Seller must - agree'to the amount of such estimate before Buyer can elect the opt'oii set- =Borth 1ri- this Section 5.2(02) which agreement shall not be unreasonably withheld. Seller shall keep-Buyer fully informed of all progress or developments (including, in particular, all costs and expenses incurred or estimated to be incurred) in connection with curing title in this manner and Seller shall have no obligation to pay more than the amount withheld at the Closing from the purchase price. If the funds withheld by Buyer at the time of closing are greater than necessary to cure such title objections, the excess funds shall be returned to Seller after the title clearance is completed. ARTICLE 6. SELLER'S WARRANTIES As an inducement to Buyer to enter into this Agreement, and as part of the consideration therefor, Seller represents and warrants to Buyer that: -(01) Seller is, or will be-on the Closing Date, the fee- owner of "record of the- Proper'ty; " = r (02) There shall be no liens or encumbrances against the Property as of Closing date except as otherwise disclosed and accepted by Buyer pursuant to Artcle 5.1; (03) There is immediate and direct access to the Property from an existing constructed, dedicated, and traveled public road; (04) No condemnation proceedings are pending against the Property; and -4- Resolution No. 85-22 (05) Seller has executed no options to purchase, rights of first refusal, or any other agreements giving any person or other entity the right to purchase or otherwise acquire any interest in the Property and Seller is unaware of any options to purchase, rights of first refusal, or other similar rights affecting the Property. - ARTICLE 7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS 7.1) Seller shall pay at closing all of the general real estate taxes levied against the Property (Taxes) due and payable i-n calenda=r year 1985 1but'prorated'through the Closing Date) and prior years, together with any unpaid installments of special aceessment-s-due therewith,-together with Taxes and special assessments deferred under" K. -S .A,<, IS S 27-3.111' and 273.112 or any replacement statute thereof. 7.2) The estimated amount of any Taxes for which the Seller is responsible and for which a tax statement is not available shall be withheld by Buyer on the Closing Date. Upon receipt of tax statements for-such estimated Taxes, Buyer shall promptly deliver a copy of such tax statement and shall refund the excess estimated Taxes, if any, withheld on the Closing Date; to Seller. 7.3) At closing, Seller shall pay in full all unpaid special assessments against the Property for all public improvements which have been installed or ordered to be installed by the City Council as of the Closing Date. If the amount of any such assessment is unknown at the Closing Date, Seller shall place in escrow, with an escrow agent designated by Buyer, an amount equal to the estimated amount of such unknown assessment. The escrowed funds shall be applied to payment of such assessments when the amount thereof is known. Seller shall provide Buyer with a written assessment search from the City pr--ior to the Closing Date. ARTICLE 8. WARRANTY DEED Subject to performance by Buyer of the covenants herein contained by Buyer to be,performed, Seller shall execute and deliver to Buyer at closing a warranty deed in recordable form, together with the owner's Duplicate Certificate of Title, if applicable, conveying marketable fee simple title to the Property subject only to the following exceptions: -5- Resolution No. 85-22 (01) Building and zoning laws, ordinances, state and federal regulations; (02) Utility and drainage easements as shown on the survey and approved by the Buyer; and (03) Any exceptions approved or waived by Buyer pursuant to Article 5. ARTICLE 9. AFFIDAVITS At closing, Seller shall provide Buyer with affidavits,-executed by Seller, stating- that-:. 40-1) : There__arerno unsatis£:ied_judgmentsaof_ record, no actions pending in any state or federal courts which would adversely affect title to the Property, no tax liens, and no bankruptcy proceedings filed against Seller and that to the best of Seller's knowledge no labor has or materials have been furnished to the Property in the preceding one hundred twenty (120) days for which payment has not been made, and that to the best of Seller's knowledge there are no unrecorded interests relating to the Property; and (02) The Seller is not a foreign person for purposes of the Foreign Investment in Real Property Tax Act and stating Seller's United States Taxpayer Identification Number. ARTICLE 10. PLACE OF CLOSING The delivery of all papers to be made at the closing shall.be at the office of Larkin, Hoffman, Daly & Lindgren, Ltd..,'-1500 Northwestern--Financial Center, 7900 Xerxes Avenue South, Minneapolis, Minnesota 55431, or such other place as is mutually agreed to by the parties hereto in writing. All monies due and payble to Seller on the Closing Date shall be wire transferred to an account designated by Seller. ARTICLE 11. BROKERAGE FEES Seller will indemnify and hold Buyer harmless from all claims, demands, actions, and/or judgments for fees, -6- Resolution No. 85-22 commissions, or other compensation of any real estate broker or agent of Seller in connection with the purchase of the Property by Buyer. ARTICLE 12. SELLER'S REMEDIES ON DEFAULT Notwithstanding any other provisions of this Agreement to the contrary, it is specifically agreed that Seller's sole remedy upon default to Buyer hereunder shall be to terminate this agreement and retain the Earnest Money as liquidated damages. Seller shall have no remedies for specific performance, nor any action for damages, nor any form of personal recourse against Buyer. ARTICLE 13. CONDEMNATION 13.1) If, prior to the Closing Date, the entire Property is taken as a result of the power of eminent domain, condemnation proceedings, a conveyance under threat, or in lieu of such proceedings or other like proceedings (the Proceedings), this Purchase Agreement shall cease and come to an end and Seller shall refund all Earnest money paid hereunder to Buyer. 13.2) If, prior to the Closing Date, a portion of the Property is taken by the Proceedings, Buyer shall, at its sole discretion, either: (01) Terminate this Purchase Agreement, whereupon all Earnest Money paid hereunder shall be refunded to Buyer; or (02) Allow this Purchase Agreement to remain in full force and effect, whereupon the Purchase Price shall -be -reduced by the product of the number.of acres taken = by the Froceedings- multiplied by the -price- .pex acre of the Property; or (03) Allow this Purchase Agreement to remain in full force and effect and pay the full Purchase Price for the Property in which event Buyer shall be entitled to (and Seller shall immediately upon receipt thereof deliver to Buyer) the full award made by any condemning authority under the Proceedings. -7- Resolution No. 85-22 ARTICLE 14. FORM OF DOCUMENT The form of the warranty deed and all other documetns shall be subject to approval by counsel for Buyer and counsel for Seller, which approval shall not be unreasonably withheld. ARTICLE 15. OPINION OF COUNSEL: CORPORATE DOCUMENTS Seller shall provide Buyer at the Closing Date with an opinion of counsel acceptable to counsel for Buyer to the effect that: (01) All necessary-authority exists for the execution of this Agreement and performance of the transaction described herein; and (02) That the officers executing this Agreement have the power and right to execute this agreement and to perform the same. ARTICLE 16. AUTHORIZATION FOR EXECUTION OF AGREEMENT At the time of execution of this Agreement by the parties, Seller shall deliver to Buyer a certified copy of Seller's Articles of Incorporation, Bylaws, and all amendments thereto. This Agreement shall be executed by all of the required officers of Seller, pursuant to such Articles of Incorporation, Bylaws and amendments. Seller shall further provide Buyer with a Certific4te of Good Standing from the Secretary of State of Delaware stating that Seller is duly incorporated and in good standing in Delaware. ARTICLE 17. TIME OF THE ESSENCE The time of performance by Seller and Buyer hereunder is of the essence of this Agreement. ARTICLE 18. BUYER'S REMEDIES ON DEFAULT If Seller shall default in any of its duties or obligations hereunder, Buyer shall have the right, in addition -8- Rsolution No. 85-22 1 to the remedies hereinbefore mentioned, to any other remedies provided in law or equity. ARTICLE 19. NOTICES All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to be given when deposited in the United States mail in a sealed envelope with registered or certified postage prepaid thereon, addresssed to the parties at the following addresses: - _With respect to Seller: With a copy to: RFI, Inc. - 6548 Highland Road Pontiac, Michigan 48054 Ronald R. Fletcher Larkin, Hoffman, Daly & Lindgren, Ltd. 1500 Northwestern Financial Center 7900 Xerxes Avenue South Bloomington, Minnesota 55431 With respect to Buyer: The Housing and Redevelopment Authority City Hall 6301 Shingle Creek Parkway Brooklyn Center, Minnesota 55430 Such addressses may be changed by either party upon notice to the other party given as hereinabove provided. ARTICLE 20. CONTINGENCY This Agreement is contingent upon the closing of the purchase of the herein sold property and other property pursuant to a Real Estate Agreement entered into herein by the Seller, a copy of which is attached hereto as Exhibit B. The Seller agrees to use its best efforts to perform said Real Estate Agreement so as to close the transaction as contemplated therein. In the event the Agreement attached hereto as Exhibit B is not performed by the Seller, this Agreement shall be null and void and neither party hereto shall be liable to the other. -9- Resolution No. 85-22 ARTICLE 21. SURVIVAL OF PURCHASE AGREEMENT The terms and conditions and warranties of this Agreement shall not be merged into the warranty deed hereinabove provided for but shall, where applicable, survive the delivery of such warranty deed from Seller to Buyer. ARTICLE 22. BINDING AGREEMENT This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer, and their respective successors, heirs, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the above date. SELLER: RFI, INC. Ronald R. Fletcher' Its Chairman BUYER: THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By Its Executive Directo By 1117jzf- Its Commission man -10- Resolution No. 85-22 STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this Ig44lday of 1985, by Ronald R. - Fletcher, the Chairman of RFI, Inc., a Michigan corporation. STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) CAROIYN G' JOHN 80N ROTARY PUBLIC - MIlNiESOrTA HENNEPIN COUNTY My Comrnbslon Expiroa Jan. 3, 7991 r .1~nn qwM 'moo F t E-r~ ~'1 `Nt-L u-i C 'Notary `Public The foregoing instrument was acknowledged before me this day of , 1985, by Executive Director, and , Commission Chairman for THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, on behalf of said governmental entity. Notary Public -11- o, Resolution No. 85--22 EXHIBIT A to that certain REAL ESTATE AGREEMENT by and between RFI, INC. (Seller) and _ THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER (Buyer) Legal Description of the Property Tract A, Registered Land Survey Number 1380 and that part of vacated Earle Brown Drive lying southeasterly of the centerline thereof, as platted in Twin-Cities Interchange Park, all in Hennepin County, Minnesota 1 -12- Resolution No. 85-22 RIDER 5.3 TO REAL ESTATE AGREEMENT 5.3) The parties acknowledge that the Property is subject to that certain lawsuit styled Texas International Airlines, Inc. vs. Consolidated Financial Corporation, et al. As evidenced by that certain letter dated December 2, 1985 addressed to Mark D. Powers, Assistant General Counsel of Texas Air Corporation, a copy of which is attached hereto a verbal settlement has been reached which will release any interest Defendants have in the Property. Once the settlement agreement has been executed by all parties, approval by the Court having Jurisdiction. over the. Texas International Airlines;- Inc:-`s-, recent organizational proceeding will-be necessary-and-a "proceedings subsequent" to eliminate the Defendants' mortgage of record. In order to consummate the sale contemplated by this Agreement, the transaction will be closed as provided herein and Buyer will place all cash to be paid to Seller at the Closing in an escrow account. Notwithstanding the foregoing, it is agreed that the closing may be delayed at the option of Buyer by the time necessary to so obtain such approval and complete the proceedings subsequent. If within six (6) months from the date of this Agreement, such matter has not been cured, this Agreement may terminate at the option of Buyer, and if so terminated, the Earnest Money shall be returned to Buyer and neither Buyer nor Seller shall be liable to the other further under this Agreement. -13-