HomeMy WebLinkAboutCCP 06-16-1997
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,. AGENDA
ARDEN HILLS CITY COUNCIL WORKSESSION
I ARMY RESERVE CENTER - 4655 LEXINGTON A VENUE NORTH
MONDAY, JUNE 16, 1997,4:45 P.M.
I 4:45 P.M. 1. Call to OrderlRolI Call
4:45 P.M. 2. Approval of Meeting Agenda
I 4:50 P.M. 3. City Issues - Short Term
a. 1998 Budget/CIP
I b. Gateway Business District
1. Naegele Purchase Agreement
2. Sale of City Land (Kem Milling Site)
I 3. Welsh Development Agreement
c. Water Meter Bids
d. Local Performance Aid (LP A)
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-te 7:00 P.M. 4. City Issues - Long Term
a. TCAAP
1. EDA Planning Study/Alliant Techsystems
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7:30 P.M. 5. Miscellaneous Items
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I 7:45 P.M. 6. Adjourn
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I The above times may vary depending upon length of issue discussion.
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June Meetings Julv Meetings I
June 9 Council Meeting 7:30 P.M. July 2 Planning Commission 7:30 P.M. I
June 11 Planning Commission 7:30 P.M. July 14 Couucil Meetiug 7:30 P.M.
June 16 Council Worksession 4:45 P.M. July 16 Business Development 8:00 A.M. eI-
Committee
June 18 Business Development 8:00 A.M.
Committee July 17 Finance Committee 7:30 P.M. I
June 19 Finance Committee 7:30 P.M. July 17 Public Safety 7:30 P.M.
Commission I
June 19 Public Safety 7:30 P.M.
Commission July 21 Council Worksession 4:45 P.M.
June 24 Parks & Recreation 6:00 P.M. July 22 Parks & Recreation 7:00 P.M. I
Commission Commission
June 25 Newsletter Committee 6:00 P.M. July 28 Economic Development 7:00 P.M. I
Authority
June 25 Hwy. 96 Task Force 7:00 P.M.
July 28 Couucil Meeting 7:30 P.M.
June 30 Economic Development 7:00 P.M. I
Authority July 30 Newsletter Committee 6:00 P.M.
June 30 Council Meeting 7:30 P.M. July 30 Hwy. 96 Task Force 7:00 P.M. I
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I. Naegele acquisition
I a. Land Acquisition 0~
~v.q1 b~
I Parcel Square Feet Price/Square Foot L &~~~~
(appraiser)
I Road 44,909 sq. ft. $1.60/sq. ft. @ 15% $1\ oJ
14th St. remnant 2,028 sq. ft. $1.60/sq. ft. $3,244.80
I Round Lake Rd. remnant 7,022 sq. ft. $1.60/sq. ft. $11,235.20
Total 53,959 sq. ft. na $25,258.16
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b. Billboard removal (3 panels on 2 billboards adjacent to I-35W)
I - Removal 14 days after closing
c. Billboard addition (1 panel to easterly billboard adjacent to I-694)
- If location is to change, then location is to be mutually agreed on by both parties
I - Style of both (improve aesthetics of two remaining billboards - awaiting
examples)
I' - Landscaping (improve aesthetics of two remaining billboards)
d. Joint marketing of site for office
- A waiting range of sale price that is acceptable to owneli(
- Collaborative marketing of site for Office - ~Jro\{ ~ 0
I e. Cooperatively work on any needed ponding easements needed by City
f. Horse Lady
- Termination of lease, if any
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I. Development Agreement - Phases II, III, and IV of GBD
. Between City of Arden Hills and Welsh Development Company, LLC
1. Size of Buildings
I a. Phase II - 104,532 sq. ft.
b. Phase III - 115,575 sq. ft.
c. Phase IV - 111,779 sq. ft.
I 2. Commencement of buildings
a. Phase II - October I, 1997
I b. Phase III - December 31, 1997
c. Phase IV - April I, 1998
. 3. Occupancy of buildings
a. Phase II - April I, 1998
I b. Phase III - July I, 1998
c. Phase IV - October 1, 1998
I 4. Minimum market value of project, per Welsh's pro-forma
.' 5. Phase I Public Improvements - Construction of new 14th Street and associated
improvements (ie., sewer relocation). Use ofTIF revenues. Starting in 1997 completing
in 1998.
I 6. Phase II Public Improvements - Reconstruction of Round Lake Road (South of
Indykiewicz and North of Phase II building). Assessment, except for Phase I (subject to
. Phase I TIF revenues covering assessment). Starting and completing in 1998.
7. Phase III Public Improvements - Reconstruction of Round Lake Road and Highway 96
I intersection. Use ofTIF revenues. Starting in 1998 and completing in 1999.
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HP OfficeJet Fax Log Report for
I Personal PrinterlFaxlCopier City of Arden Hills
612 633-7839
. Joo-13-97 03:35 AM
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I TilP.J1tification lIa!!ll ~ II1lll ~ Ii!m! Dumtion DilI~ostic
6310467 OK 02102 Sent lun-13 03:27A 00:00:52 002121230020
I 6339550 OK 02/02 Sent Jun-13 03:29A 00:01 :07 002120430020
6333846 OK 02/02 Sent Jun-13 03:30A 00:01:06 002120430020
4810551 OK 02102 Sent Jun-13 03:32A 00:00:40 002521030022
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I CITY OF ARDEN HILLS
I' MEMORANDUM
DATE: June 13, 1997
I TO: Mayor and City Council
I FROM: Brian Fritsinger, City Administrato@j
I SUBJECT: Administrator Comments for the June 16, 1997 Council Worksession
1. City Issues . Short Term
I a. 1998 Budl!'etlCanital Improvement Plan (CIPl
The City Council will be presented with the revised 1998 and 1998 . 2002 Capital
I Improvement Plan. Some additional budget issues will also be presented and
discussed.
I b. Gateway Business District (GBD)
1. Naegele Purchase Agreement
Ie Staff has prepared a Purchase Agreement for the acquisition of the
Naegele property. Council is being asked to provide comment on the
I Agreement.
2. Sale of City Land (J(em Milling Site:)
I The City has been negotiating with Welsh on the sale of the former Kem
Milling site. Staff is looking for any additional suggestions prior to
providing this agreement to Welsh.
I 3. Welsh Development Agreement
The Development Agreement with Welsh has been framed out for City
I Council review. Staff intends to present this to Welsh in the near future.
The Development Agreement includes language related to Tax Increment
Financing (TIF), project timing, assessments, and other items.
I d. Water Meter Bids
I Staff received bids for the proposed water meter improvement project on Friday
of this past week. The City Council had previously requested that these bids be
presented at the June 16, 1997 Worksession. Mr. Stafford will have this
I information available at the meeting.
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Administrator Comments for the June 16, 1997 Council Worksession I
Page Two
June 13, 1997 ..
e. Local Performance Aid fLPA)
As discussed briefly this past week, the Legislature made some amendments to I
the LP A program. The Council may wish to discuss its participation in the 1998
program and, if so, what service program can we direct the LP A towards.
2. City Issues - Lon, Term I
a. TeAAP I
1. EDA Planning Study/Alliant Tecbsvstems
The Council had been provided some information recently regarding the I
status of our conversations with Aillant Techsystems. While the City
Council had identified TCAAP as a priority for 1997, I do not believe it
intended this to be an active program for the year; rather, that it was a I
priority from a monitoring standpoint. The council is being requested to
discuss the level of activity it intends for the remainder of 1997, and the I
resultant affect on current staff workload.
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I' , JUN-13-1997 11:05 BRADLEY & DEIKE. P.A. 612 927 7049 P.02/13
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I PURCHASE AND SAI.E AGREEMENT
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THIS AGREEMENT is made as of the _day of 1997 by and between
the City of Arden Hills, a statutoty city under the laws of the State of Minnesota, whose principal
I business address is 1450 West Highway 96, Arden Hills, Minnesota 55112 ("Seller''), and Welsh
Development Company, LLC, a Minnesota limited liability company, whose principal business
address is 8200 Normandale Boulevard. Suitc 200, Bloomington, Minnesota 55437-1060
I ("Purchaser").
For and in consideration of the mutual covenants hereinafter contained, Seller and
I Purchaser agree as follows:
1. PROPERTY. For the price and upon and subject to the terms and
I conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser and Purchaser
agrees to purchase from Seller the following described property (collectively, the "Property''):
I (1) The parcel ofland in the City of Arden Hills, Ramsey County, Minnesota,
and legally described in Exhibit A attached hereto and made a part hereof, which parcel
contains approximately 293,986 square feet (the "Land~);
I (2) All buildings, strnctures and all other improvements, if any, located on the
Land (the Improvements");
.. (3) All right, title and interest of Seller in and to all privato streets, roads,
avenues, alleys and passageways, opened or proposed, on the Land; and
I (4) All and singular the estates, rights, privileges, easements, and
appurtenances belonging or in any way apperta;ning to the Land and the Improvements.
I 2. PURCHASE PRICE.
I The Purchase Price for the Property shall be Four Hundred and Eight Thousand Six
Hundred and Forty Dollars ($408,640.00) (the "Purchase Price") and sball be payable as follows:
I (1) At "Closing" (as hereinafter defined), the Purchaser shall pay to the Seller
by cash or certified check made payable to the Seller Three Hundred Twenty Three
Thousand Three Hundred Eighty Five Dollars ($323,385.00).
I (2) If construction which is consistent with the pending approval in Planning
Case 97-06 on Phase II, as shown in such planning documents, commences by October 1,
I 1997 and is completed by April 1, 1998, and on Phase m is commenced by December 31,
1997 and is completed by July 1, 1998, and on Phase IV is commenced by April 1, 1998
and is completed. by October 1, 1998, then the remaining portion (the "Remaining
I Portion'') of the Purchase Price will be forgiven by the Seller. If the cODStIUction
described above is not commenced and completed consistent with the pending approval
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in Planning Case No. 97-06 by the times stated above, then the R.ernll;ni"g Portion will I
not be forgiven and the Remaining Portion will be due and payable by the Purchaser by ..
cash OT certified check on April 2, 1998, or on such earlier date as the Seller may demand.
The Remaining Portion of the Purchase Price is Eighty Five Thousand Two Hundred
Fifty Five Dollars ($85,255.00). I
The basis for the reduction in the Purchase Price as described in 2(2) above is that the
Purchaser has agreed to assume certain costs of wetland mitigation neeeSlSitated by the I
construction by the Seller or the City of Arden Hills of a new road to serve Phases U, ill and N.
The reduction in the Purchase Price is intended to compensate the Purchaser for the value of such
costs of wetland mitigation asSUmed by the Purchaser. I
3. SURVEY.
Within thirty (30) days after the date hereof, Purchaser shall cause a certified ALTA I
survey of the Property ("Survey") to be prepared by a surveyor licensed by the State of
Minnesota. The Survey shall be certified to Purchaser and the Title Company and shall show (a) I
the location by courses and distances of the Property with all boundaries staked. (b) all easements
on Or appurtenant to the Property, (c) all encroachments, the extent thereof and established
building lines, (d) the location of all means of ingress and egress to and from the Prop!:rty and to I
and from all abutting public streets, (e) the size and location of all Improvements, if any, on the
Prop!:rty, (f) the topographical features of the Property at one foot contour intervals, and (g) such
other pertinent facts as requested by Purchaser. The Survey shall be accompanied by a current ..
surveyor' s certificate in a form reasonably acceptable to Purchaser and the Title Company.
Purchaser shall be responsible for the cost of the Survey.
4. TITLE. I
(A) Within twenty (20) days after the date hereof, Purchaser shall obtain from the I
Title Company a commitment (the "Title Commitment") for a standard ALTA Fonn B owner's
title insurance policy (except that the standard exceptions relating to survey matters, rights of
parties in possession, mechanic's liens, easements or claims of easements not of record, and taxes I
and assessments not shown by the public records, shall be eHminllted) (the "Title Policy") to be
issued upon Closing by the Title Company in the amount of the Purchase Price, insuring that as
of the recording of the ''Deed'' (as hereinafter defined) good and. marketable fee simple title to the I
Property is vested in Purchaser subject only to the "Permitted Exceptions" (as hereinafter
defined). The Title Commitment shall identifY the Land by the legal description set fonh on the
Survey, provided tbat if the Survey has not been prepared at the time the Title Commitment is I
ordered, by a prelimin~ry legal description. In the event the description contained on the Survey
differs from the preliminary legal description, Purchaser shall cause the Title Company to update
the Title Commitment following its receipt of the Survey description. Seller shall be responsible I
for the costs, ifany, of the Title Commitment, and Purchaser shall be responsible for the cost of
the Title Policy.
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I (B) Purchaser shall have a period of ten (10) days after receipt of the Title
COmnUtment (including copies of all instruments descn'bed therein as exceptions to title) and the
Survey (the "Title Review Period"), to notifY Seller of any obj~ons to or defects in the
I condition of title; PROVIDED, HOWEVER, that title exceptions pertaining to liens or
encumbrances of a definite or ascertainable amount that may be removed by the payment of
money ("Liens") at Closing shall not be deemed to make the Title Commitment unacceptable and
I Seller, at Seller's option, may use the Putchase Price to satisfy such Liens. Those exceptions to
title which are disclosed by the Title CommitInent (other than Li~) and are not objected to by
Purchaser shall be deemed to be the "permitted Exceptions." If sllCh objection notice is not
I delivered to Seller within the Title Review period, the condition of Seller's title as disclosed by
the Title Commitment shall be deemed approved by Purchaser, and Purchaser shall take title
subject to the exceptions set forth therein without any reduction in the Purchase Price except for
I any Liens. If an objection notice is timely delivered, Seller shall use reasonable efforts to cure or
remove all such objections prior to the "Closing Date" (as hereinafter defined). If any objection
bas not been cured or removed prior to the Closing Date, Purchaser, at its election, shall either (i)
I accept the Title Commitment as it is, subject to the right to deduct the amount of all Liens from
the purchase Price; (ii) terminate this Agreement; or (iii) extend the Closing Date for a period
that Purchaser and Seller deem reasonable fOT curing such objections, but not to exceed ninety
.. (90) days. If all objections to title are not cured within such extended period, if any, Purchaser
shall then elect either (i) or (ll) above. Upon any such tennination, each party sha!l be released
from all duties or obligations contained herein (except for any liabilities accruing prior to such
I termination) and in such event the Earnest Money shall be refunded to Purchaser and the parties
shall execute an agreement in recordable form canceling this Agreement.
I S. DEVELOPMENT AGREEMENT.
Seller shal1 have the right to review and approve PuTChaser's plans and specifications for
I the construction of the buildings and other improvements to be located on the Property in
accordance with that certain Development Agreement dated as of ,1997, (the
"Contract") betWeen the Purchaser and the Arden Hills Economic Development Authority (the
I "Authority"). Purchaser covenants and agrees to comply with the provisions of the Contract
relative to the development of the Land.
I 6. WETLANDS MITIGATION.
As further consideration for the Seller's conveyance of the Property to the Purchaser, the
I purchaser agrees that tb.e Seller will be responsible for any wetlands mitigation that will be
neccssaIY by virtue of the construction of the Public Improvements to be constructed by the
Authority pursuant to the Contract The purchaser's obligations with respect to wetlands
I mitigation is more fully described in Section _ of the Contract.
,. 7. Use.
Purchaser agrees that the Property shall only be used for the construction and operation of
the improvements described in the Contract.
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8. REPRESENTATIONS AND wARRANTIES. ..
(A) Seller represents and warrants to Purchaser as follows, which representations and I
warranties shall be deemed made by Seller as of the date hereof and as of the Closing Date, shall
survive the Closing, and but for such representations and warranties, Purchaser would not I
execute this Agreement:
(1) There are no other partics in possession of any portion of the Property. I
(2) There are no pending or, to the best of Seller's latowledge, threatened
actions, suits, condemnation or other proceedings before or by any judicial body or any I
governmental authority, against or affecting Seller or the Property.
(3) Seller has the present full authority and power to execute this Agreement I
and to close the sale of the Property.
(4) (a) (i) Neither the Property nor any portion of the Project has ever been I
used by Seller to generate, manufacture, refine, transport, treat, store, handle, or dispose
of (collectively, "Use") any "Hazardous Material" (as hereinafter defined), (ii) Seller has
no actual knowledge of the use of any Hazardous Material on, under, or in the Property or --
any portion of the Project, except as may be stated in the environmental assessment
referenced in Section 10, (Ui) Seller has no actuallcnowledge of any actions, claims, suits,
or proceedings pending or threatened against Seller or the Property or any portion of the I
Project which relate to any violation or alleged violation of any "Environmental Laws"
(as hereinafter defined); and (iv) so long as Seller retains an interest in the project,Seller
shall (A) Dot permit any Hazardous Material to be Used on, under, or in the land, (B) I
comply, and shall cause all other persons to comply, with all Environmental Laws
applicable to the project and (C) notify Purchaser immediately and in writing of any
proceedings, actions, suits, or claims pending or threatened against Seller relating to any I
violation or alleged violation of any Environmenta1 Laws with respect to the same.
(b) Seller shall indemnify and hold hannless Purchaser from and against all damages, I
loss, costs, actions, causes of actions and reasonable attorneys, fees and expenscs arising out of a
breach of the foregoing warranties and representations.
(c) As used herein, I
(i) "Hazardous Material" shall be defined as any substance, waste, or I
material now or hereafter determined by a:DY Govemmental Authority to pose a
risk of injury to health, safety and/or property, including but not limited to (A) all
materials, wastes and substances now or hereafter designated as hazardous or I
toxic by the United States Environmental Protection Agency, the United States
Department of Labor, the United States Departroent of Transportation or any other -.
Governmental Authority, (B) all materials, wastes and substanCcs now or
hereafter designated or defined as hazardous, extremely hazardous or toxic
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I pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. 9601, et seq.), the Resource ConseJVation and Recovery
Act (42 D,S.C, 6901 et seq.), or any other Environmental Laws, and (C) asbestos,
I urea fonnaldehyde, polychlorinated biphenyls, and petroleum products.
(ii) "Environmental Laws" shall be defined as all present or future
I laws, statuteS, treaties, rules, regulations, orders, ordinllIlces, permits, licenses,
judgJt1ents or decrees enacted by any Governmental Authority to regulate any
materials, wastes and/or substances in the environment.
I (5) Seller possesses good and marketable fee simple title to the Property (or. is
a party to a valid and binding contract to acquiJe such title and will do so on or before
I Closing and shall transfer title to the same to purchaser by special warranty deed (the
"Deed") dated as of the Closing, subject only to the Permitted Exceptions.
I (6) The Land is assessed as a separate ta."t parcel by the taxing authoritiC$
having jurisdiction thereot
Ie (7) Seller is not a "foreign corporation, "foreign partnership" or "foreign
estate" as those tennS are defined in the Internal Revenue Code of 1986, as amended, and
that Seller will furnish to Purchaser a so-called "FIRPT An certificate verifYing the
I foregoing.
(B) Purchaser represents and warrants to Seller that Purchaser has the full authority
I and power to execute this Agreement and to close the sale of the Property, which representation
and warranty shall be deemed made by purchaser to Seller as of the Final Execution Date and
again as of the Closing Date, shall survive the Closing and, but for such representation and
I warranty, Seller would not execute this Agreement,
9, RISK OF LOSS; CONDEMNATION,
I (A) Seller shall bear the risk of loss until Closing. All hazard insurance, if any,
maintained by or on behalf of Seller in respect to the Property shall be canceled as of the Closing
I Date,
(B) If, prior to the Closing Date, all or any part of the Property shall be condemned by
I governmental or other lawful authority, Purchaser shall have the option of either (i) completing
this transaction, in which event (a) there shall be no reduction of the Purchase Price, (b) Sener
I shall have no duty to repair or restore, (c) Seller shall pay to Purchaser all condemnation
proceeds theretofore or thereafter received by Seller with respect to such condemnation, (d)
Seller shall assign to purchaser all rights of Seller in and to such condemnation proceeds, and (e)
t' Seller shall furnish to purchaser such documents, cooperation and assistance as Purchaser
requires to enforce the rights of Seller with respect thereto; or (ii) terminating this Agreement, in
which event the Earnest Money shall be returned to purchaser and neither party shall have any
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further obligation to the other hereunder and the parties shall execute an agreement in recordable -.
Cow canceling this Agreement. I
10. surrABll..ITY; INSPECTION PERIOD.
(A) purchaser shall have from the date hereof until ~ 1997, (the "Inspection I
Period") to determine whether the Property is suitable for Purchaser's intended development and
operation with regard to the following criteria (the "Purchaser's Criteria"). purcbaser shall use I
diligc:ot, good faith efforts to satisfy the Purchaser's Criteria.
To assist Purchaser in its determination of the suitabilit). of the Property for the intended I
nse, Seller shall, within U days ofthe datc hereof, deliver to Purchaser copies of all
documents which pertain to restrictive covenants, plans, plats, surveys, reports, tests, studies, title
materials (including copies of exception documents referenced in the title poliey or title I
oommitment, as the case may be), and enviromnental information that are in Seller's pOSSCSliion.
(1) Purcbaser may, at its sole risk, cost and expense, conduct or cause to be I
Conducted soil conditions, and/or hazardous materials engineering tests and/or
enviromnental assessments of the Land and in this cOiUlection, it or its designated agents
may enter upon the Land for purposes of inspection. soil analysis, core drilling or other ..
tests that may be deemed necessary or desirable by Purchaser or its engineer (including,
without limitation, engineering tests to determine the existence, if any, of any geological
faults in or undermining of the subsurface of the Land and the location thereOf). I
Purchaser sha11 restore or repair any damage caused, related to or arising out of
Purchaser's conducting of these tests. Purchaser shall indemnify, hold harmless and, at
Seller's option, defend Seller against any and all claims, actions, causes of actions, I
expenses, oosts, penalties and liability arising out of its worle or those of its employees,
agents or contractors on the Land which indemnity shall also include the payment of
reasonable attorneys' fees. I
(2) Purchaser shall determine whether the improvements contemplated by
purchaser for the Property and the use thereof are permitted by all governmental or quasi- I
governmental authority (local, state or federal), including but not limited to zoning,
S1.1bdivision and special use authorities.
(3) Purchaser, at its sole cost and expense, sha11 detennine that it shalt have I
the right to construct and operate upon the Property, upon proper application to the
appropriate governmental authorities and at a cost reasonably acceptable to Purchaser. its I
proposed buildings and other improvements. Said applications and approvals (the
"Governmental Approvals") shall include, but shall not be limited to, the pTopet zoning
and all other authority to construct Purchaser's buildings and all other necessary or I
desirable improvements (including Purchaser's signage).
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I (4) Purchaser shall have satisfied itself as to the environmCDtal condition of
the Land, based on environmental testing pursuant to this Section 1 0 and any
environmental reports furnished to the Purchaser by the Seller pursuant to this Section 10.
I (B) If purchaser shall detennine that it is not possible to develop the Property as
intended by Purehaser, then Purchaser may tenninate this Agreement by giving notice (the
I "r ermination Notice") of its election to do so to Seller on or before the expiration of the
Inspection Period. The T ennination Notice shall set forth the reasons for the tenninalion of this
Agreement in reasonable specificity. Upon such a termination, the Earnest Money shall be
I retumed to Purchaser. If the Termination Notice is not given on or before the expiration of the
Inspection Period (as the same may extended as herein provided) then Purchaser shall be
conclusively presumed to have irrevocably waived the right to tenninate under this Section 10
I and to have accepted the Property in its "as is" condition and the Seller shall have no liability to
the Purchaser on account of any conditions existing on the Land.
I 11. REAL ESTATE TAXES AND ASSESSMENTS.
All general real estate taxes and installments of special assessments levied or assessed
.. against the Property (collectively, "Taxes") shall be paid by Seller if the same are due and
payable as of the Closing Date and by Purchaser if due and payable thereafter. All Taxes for the
tax fiscal year in which the Closing Date occurs shall be apportioned between Purchaser and
I Seller on and as of the Closing Date, with Purchaser bearing only the expense of that proportion
of such Taxes that the number of days in the proration period following and including the
Closing Date bears to 365. If the amount ofTaxes to be borne by the parties as above provided is
I not ascertainable on the Closing Date, the total thereof paid for the preceding tax fiscal period
shall be used for pUIposes of such proration, and within thirty (30) days after the amount of such
Taxes becomes known, the parties shall recOIl1pute such proration and adjust the difference.
I 12. CONDITIONS PRECEDENT.
I (A) This Agreement and all obligations of Seller hereunder are expressly conditioned
on the following conditions precedent being in effect or complied with on and as of the Closing
Date, and Purchaser covenants that it will use diligent, good faith efforts to cause such conditions
I to be in effect or complied with:
(1) Purchaser's representations and warranties set forth in Section 8 shall
I remain true and. correct in all material respects.
(2) Purchaser shall have executed and delivered. or c~"s'ild to be executed. and
I delivered. to Seller and/or the Title Company, as herein provided, all documents,
instruments and infonnation required to be delivered. by Purchaser.
it (3) purchaser shall be in compliance with all of its other obligations under this
Agreement and the Contract.
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(B) This Agreement and all obligations of Purchaser hereunder are expressly ..
conditioned on the following conditions precedent being in effect or complied with on and as of I
the Closing Date, and Seller coveoants that it will use diligent. good faith efforts to cause such
conditions to be in effect or complied with:
(1) The Title Commitment, as redated to the Closing Date, shaH disclose good I
and marketable fee simple title to the Property vested in Seller free and clear of all
encwnbJances except the PCIIIlittcd Exceptions, and the Title Company shall be prepared I
to issue the Title Policy to Purchaser in the form required by Section 4 immediately upon
the recording of the Deed.
(2) Seller' s represent"dtions and warranties set forth in Section 8 shall remain I
true and correct in all material respects.
(3) Seller shall have executed and delivered or caused to be executed and I
delivered to Purchaser and/or the Title Company, as herein provided, all documents,
instruments and information required to be delivered by Seller. I
(4) SeHer shall have complied with all of its other obligations under this
Agreement. ell
13. CLOSING.
(A) Provided all of the conditions to closing set forth in this Agreement bave been I
satisfied or waived by the parties, and this Agreement has Dot been terminated by either party in
accordance with the provisions herein set forth, the closing hereunder (the "Closing") shall be I
through an escrow with the Title Company on the Closing Date. The Closing shall occur on
August 2, 1997.
(B) The Closing sha1l be effected in accordance with the fo1lowing procedure: I
(1) Not less than five (5) days prior to the Closing Date, Purchaser shall callSe I
the Title Company to prepare and deliver to Purchaser and Seller a preliminary closing
statement for each party showing all amounts due from each party, including all closing
costs and expenses computed as set forth in this Agreement. I
(2) On or before the Closing Date, Seller shall deliver or cause to be delivered
to the Title Company the following; I
(a) Full releases of all mortgages, dccds of trust and other financing
instruments affecting the Property, duly executed by the holdcIS thereof, I
acknowledged and in proper fonn for recording.
(b) The Deed, in a fonn reasonably approved by Purchaser and the ..
Title Company.
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I (c) Such instrwnents and documents relating to the organization,
CJCistenCe and authority of Seller as the Title Company shall require.
I (d) Such other documents., instruments, certificates and assurances as
shall be required by the provisions of this Agreement
I (e) Seller's closing statemcnt, du.ly executed.
I (t) Such closing instructions to the Title Company as Seller shall
desire, which shaI1 not be inconsistent with the provisions of this AgrecIl1ent
("'SeUer's Instructions'').
I (3) On or before the Closing Date, Purchaser shall deliver or cause to be
delivered to the Title Company the following:
I (a) By federal wire transfer of funds to the Title Company's escrow
account, an amount equa1 to (i) the balance of the Purchase Price due at Closing,
Ie adjusted as herein provided, plus (ii) the aggregate amount of closing costs for
which Purchaser is responsible as provided herein, all as shown on Purchaser's
closing statetnent.
I (b) Such instruments and dOCUII\ents relating to the organization,
existence and authority of purchaser as the Title Company shall require.
I (c) Purchaser's closing statement, du.ly executed.
I (d) Such closing instruCtions to the Title Company as Purchaser shall
desire, which shall not inconsistent with the provisions of this . Agreement
("Purchaser's Instructions").
I (4) The parties shall obtain the advice of the Titlc Company as to whether it is
in a position to (a) cause the Deed to be immediately recorded in the real estate records,
I and (b) immediately issue the Title Policy to Purchaser. If the Title Company shall
advise affirmatively on the foregoing matters, then the parties shall instruct the Title
Company to proceed to close the escrow in accordance with Seller's Instructions and
I Purchaser's InstrUctions.
(5) All costs and expenses of Closixtg the purchase and sale of the Property
I shall be borne and paid at Closing unless otherwise stated herein, as follows:
it By Seller: Seller's Attorneys' Fees
Charges, if any, for the Title Commitment
Transfer Taxes
I One-half of the Escrow Fees of the Title Company
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By Purchaser: Purchaser's Attorneys' Fees I
Premiums for the Title Policy
Recording Fees for Deed, except for Transfer Taxes
One-halfofthe Escrow Fees of tile Title Company I
Survey Charges
14. DEFAULT AND REMEDIES.
I
(A) In the event Purchaser fails to comply with any or all of the obligations,
covenantS, warranties or agreements to be perfonned, honored or observed by Purchaser under I
and pursuant to the temlS and provisions of this Agreement and such defauh is not cured within
fifteen (15) days after notice thereof from Seller (other than Purchaser's failure to tender the
Purchase Price at Closing, a default for which no notice is required), then Seller may terminate I
this Agreement and either (i) retain the Earnest Money as liquidated damages and both parties
shall be released from any further liability hereunder except for the indenuiliication provisions of
Section 18 hereof, or (ii) seek an action for specific performance against purchaser to enforce the I
provisions of this Agreement. In addition, the Seller shall be entitled to pursue such other rights
and remedies which Seller may bave at law or in equity by reason of Purchaser's default.
(B) In the event Seller fails to comply with any or all of the obligations, coVenantS. f/;I
warranties or agreements to be performed, honored or observed by Seller under and pursuant to
the texms and provisions of this Agreement, and sUch default is not cured within fifteen (15) days I
after notice thereof from Purchaser, then Purchaser may either (i) terminate this Agreement, in
which event the Earnest Money shall be refunded to Purchaser and both parties shall be released
from any further liability hereunder, or (ii) seek an action for specific performancc against Seller I
to enforce the provisions of this Agreement. In addition, the Purchaser shall be entitled to pursue
such other rights and remedies which Purchaser may have at law or in equity by reason of
Seller's default. I
(C) The failure of either party to act upon a defa\tl.t of the other in any of the texms,
conditions or obligations under this Agreement shall not be deemed a waiver of any subsequent I
breach or default under the terms, conditions or obligations hereof by such defaulting party.
15. NOTICES. I
All notices, consents and other colIlIJ1unications herein required or which either party
desire to give to the other (''Notices'') shall be in writing and personally delivered or sent by I
registered or certified mail or by overnight delivery service, postage prepaid, return receipt
requested and shall be mailed to the parties at the respective addresses as provided below:
If to Seller: City of Arden Hills I
1450 West Highway 96 ..
Arden Hills, Minnesota 55112
Attn: City Administrator
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IHo Purchaser: ~
Attention: I
All Notices shall be effective upon being deposited in the United States mail or delivered to the I
overnight courier in the manner prescribed above; however, the time period in which a response
to any such Notice must be given shall commence to run from the date of receipt by the I
addressee thereof as shown on the return or courier receipt of the Notice. Rejection or other
refusal to a.ceept or the inability to deliver because of changed address of which no Notice was
given shall be deemed to be receipt of the Notice as of the date of such rejection, refusal. or I
inability to deliver.
16. MT~CF.I.LANEOUS PROVT~tONS. I
(A) Any of the representations, warranties, covenants and agreements of the parties, as
well as. any rights and benefits of the parties, pertaining to a period of time following the Closing I
of the transactions contemplated hereby, shall SUlYive the Closing and shall not be merged
therein.
(B) This Agreement shall be constJued under and in accordance with the laws of the --
State of Minnesota and according to its fair meaning and not in favor of or against any party.
(C) This Agreement shall be binding upon and inure to the benefit of the parties I
hereto and their respective heirs, legal representatives, successors and assigns.
(D) If any term, provision or condition contained in this agreement shall, in any I
extent, be held to be invalid, illegal or unenforceable in any respect, the remainder of this
Agreement (or the application of such term, provision or condition to persons or circumstanl::eS I
other than those in respect of which it is invalid, illegal or unenforceable) shan not be affected
thereby, and each and every other teml, provision and condition of this Agreement shall be valid
and enforceable to the fullest extent permitted by law. I
(E) This Agreement constitutes the sole and only agreement of the parties heretO and
supersedes any prior understandings or written or oral agreements between the parties respecting I
the within subject matter. This Agreement cannot be amended or modified except by written
agreement signed by Purchaser and Seller.
(F) All parties hereto pledge their reasonable good faith efforts to act in a timely and I
reasonable manner to consummate the transaction herein contemplated.
(G) Timely pCJformance by Seller and Purchaser is of the essence in this Agreement. I
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I (H) Words of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to include the plural,
and vice versa, unless the context requires otherwise.
I (l) The paragraph headings herein are for reference purposes only and are not
intended in any way to describe, interpret., define or limit the scope, extent or intent of this
I Agreement or any part hereof. The failure by either party to enforce against the other aIrf teml or
provision of this Agreement shall be deemed not to be a waiver of such party's right to enforce
against the other party the same or any other such term or provision.
I (1) This .AgrccInent may be executed in multi-ple originals or counterparts, each of
which will be an original and, when all of the parties to this Agreement have signed at least one
I (1) copy, such copies together will constitute a fully executed and binding AgJeement.
(K) If either party files any action or brings any proceeding against the other arising
I out of this Agreement, or is made a partY to any action or proceeding brought by a third party
arising out of this Agreement, then as between Purchaser and Seller, the pre'o'ailing party shall be
entitled to recover, as an element of its costs of suit and not as damages, reasonable attorneys'
Ie fees to be fixed by the court,
If either party hereto shall be delayed or hindered in or prevented from the
I (L)
perfoIJDance of any act required hereunder by reason of strikes, lockouts, labor troubles, fires,
Acts of God. natural disasterS, inability to procurc material, failure of power, restrictive
I govemmenta1laws or regulations, riots, insurrection, war or other reason of a like nature not the
fault of the party delayed in performing work or doing acts required under this AgreemeI14 the
period. for the performance of any such work or act shall be extended for a period equivalent to
I the period of such delay.
(M) Each party represents and warrants to the other that neither it nor its agents or
I rqnesentatives have engaged or dealt with any broker, agent or finder with respect to the
transaction contemplated herein, except for who is to
reeeive a commission from (in the IIIDOunt and pursuant to the terms agreed to
I between and said broker), and eacb party agrees to indemnifY and hold hannless the
other party frolIl any and all claims, costs, liabilities and expenses (including court costs and
reasonable attomeys' fees) incurred by the other party as a result of the indemnii)'ing party's
I breach of its representation and warranty hereunder.
17. 'PlfRCHASRR'S ThfnRMNTFTCA'TTON.
I In the event that this Agreement is tenninated by either Purchaser or Seller prior to
Closing, and notwithstanding the fact that sucb tennination shall release Purchaser from its
it obligation to buy the .Property, nothing herein shall be deemed to release purchaser from any
liability arising out ofPmchaser's activities (or those of its employees, agents, or contractors) on
the Land. including. but not limited to, its actions on the Land while exercising its rights
I pursuant to Section 10 hereto, This provision shall survive Closing of the transaction herein
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contemplated and the delivery of the Deed. Nor shall any termination of this Agreement relieve --
the Purchaser from any of its obligations or liability WIder the Contract, unless specifically so I
stated in the Contract.
IN WITNESS WHEREOF, the parties bave executed this Agreement as of the date and I
year first above written.
"SELLER" I
ClT'lOF ARDEN HlT T oS
By: I
Name:
Title: I
By:
Name: I
Title:
"PURCHASER" till
WELSH COMPANIES I
By:
NlIJJle: I
Title:
By: I
Name:
Title:
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F.XHlR1T A
I Legal Description of the Land
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I CITY OF ARDEN HILLS
MEMORANDUM
,. DATE: June 9, 1997
I TO: Brian Fritsinger, City Administrator lJ
FROM: Cindy S. Walsh, Parks and Recreation Director QS
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SUBJECT: Purchase of a budgeted Toro Workman Ball Field Groomer
I Background
The Parks and Recreation Department has budgeted $14,000 to replace the existing 1989
I Cushman ball field groomer. The current groomer has had a variety of maintenance problems in
the last two years. Our existing groomer is also a three wheel vehicle without a roll bar. OSHA
recommends a four wheel model for increased stability and safety. A roll bar is an OSHA
I requirement when the vehicle is used on hills or uneven terrain. Aside from maintaining infield
areas, we do use this vehicle for emptying garbage cans etc. on trail areas.
I PI'Qposed n:place~ent vehicle
I have researched a variety of ballfield groomer models. Toro makes a four wheel Workman
-- 3000 Series that includes a roll bar and fits within the amount budgeted. The cost of the vehicle
would be $13,069. Toro would give us $2,700 for the trade-in of our existing three wheel
Cushman.
I Quotes were also obtained from the following companies:
1. Northstar Turf for a Jacobsen Systems Vehicle Utility Truck $14,529
I 2. Cushman four wheel Turf Truckster for $15,685
Recommendation
I Staff recommends the purchase ofa Toro Workman ball field groomer for $13,069 (excluding
tax and trade-in value).
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