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HomeMy WebLinkAbout2021-03-10 CC Packet - Revised Escrow Agreement & Right of Entry - 7085 Centerville Road ESCROW AGREEMENT AND RIGHT OF ENTRY AND CONSTRUCTION AGREEMENT This Escrow Agreement and Right of Entry and Construction Agreement dated March 10, 2021, is between the property owner(s), Propel Investment, a Limited Liability Company, (Owner and the City of Centerville, a Minnesota Municipal Corporation, City. WHEREAS, the parties desire to escrow Funds with the City in connection with a transaction involving the sale, purchase and/or mortgaging of the eawhich is abstract property situated in the County of Anoka, State of Minnesota and is described as follows: Lot 3, Block 8, Centerville, Anoka County, Minnesota, and subject to easement of record. Also known as located at 7085 Centerville Road, Centerville, Minnesota. WHEREAS, the parties desire to obtain Funder to escrow for this stated purpose as part of the closing and transfer of this real estate to the Owner. The Closing Company, responsible for closing the transfer of the property to the Owner is: Closing Company: Attorneys Title Group, LLC 1054 Centerville Circle Vadnais Heights, MN 55127 cgeorge@attorneystitlemn.com NOW THEREFORE, in consideration of the various agreements between the parties and the mutual covenants set forth in this instrument, the parties agree as follows: 1. The Owner directs the City to hold Funds in accordance with the terms of this agreement. 2. The Owner states that as a condition of closing and transferring the real estate to the Owner, the Closing Company shall transfer Funds, in the amount of Eight Thousand Four Hundred Thirty-Three Dollars And Ninety Cents ($8,433.90) to the City, for the purposes stated in this agreement. 3. After the date of closing, Owner shall periodically provide updated quotes from a bonafide contractor for the work stated in paragraph 8 of this agreement. Until the purposes stated in this agreement have been accomplished, the Owner shall provide updated quotes on or before December 31, 2021, and again by December 31, 2023; and shall, in each case add to the escrowed Funds to match the more current quote, as necessary. 1 Centerville - 7085 Centerville Road - ESCROW AGREEMENT - Version 03092021 4. Purpose of the Agreement. The Funds are held for the following purpose: At the time of sale, each parcel of real estate in the City which contains a principal structure must be connected to the City water system, or else, moneys must be held in escrow for the purpose of making that connection to the water system. If moneys are held for this purpose, the landowner must make this connection in a manner approved by the City, and must grant the City permission to use said moneys for that purpose if the parcel is not connected in the manner approved by the City. If the City is required to connect the parcel to the City water system, the moneys will be used by the City to reimburse its costs related to making this connection to the Citys water system. The Owner agrees to apply the Funds for this purpose and to connect the real estate to the City water system under these conditions. If the Funds are insufficient to accomplish the stated purpose of this agreement, the Owner agrees to supplement the escrow with additional funds in order to accomplish the stated purpose of this agreement. 5. Upon receipt of the Funds, the City shall deposit the Funds into a non- interest earning account with a national banking association or other federally insured banking institution with which the City has established a banking relationship. 6. The City shall continue to hold the Funds in said account until the earliest of the following events, when the City shall distribute the remaining Funds as set forth in paragraph 5. a. The Owner, the Owners agent, or the City shall complete the connection of structures on the real estate to the City water system, as evidenced by a physical inspection performed by the Citys Building Official or designee. b. The Automatic Termination Date of the Escrow is calculated as follows: i. The purpose of this agreement, namely, connecting the real estate to the City water system, shall occur no later than five years from the effective date of this Agreement; and, ii. The Automatic Termination Date may be extended by obtaining written permission from the Centerville City Administrator. 7. Distribution of Escrow Funds: a. If, at the Automatic Termination Date, any Funds remain in the escrow account, they shall be released to the City for the purpose of connecting the real estate to the City water system in the manner set forth in paragraph 6. b. If, prior to the Automatic Termination Date, Owner submits the following documentation to the City, the City is authorized by all 2 Centerville - 7085 Centerville Road - ESCROW AGREEMENT - Version 03092021 parties to immediately release Funds as set forth in paragraph (c), below: i. Owner to submit and gain approval of a plan to connect the real estate to the City water system; and, ii. Licensed contractor(s) to obtain permit(s) to execute the approved plan, referenced above. c. Release of Funds prior to Automatic Termination Date: i. To licensed contractor(s); the City shall make partial and periodic payments to contractor(s) until the purpose of this Agreement is completed. Thereafter, remaining Funds to Owner. 8. Right of Entry and Construction. In the event the City is required to connect the real estate to the City water system, the Owner grants the City and its employees, agents, and contractors the right of entry to the real estate and any structures on the real estate to effectuate such connection; and, similarly grants permission to change and alter the land or structures to effectuate this connection temporarily or permanently. The Owner agrees to compensate and reimburse the City for all of its connection costs, including, but not limited to collateral costs such as permits, planning, engineering, administrative, and legal fees. The City shall first apply the Funds toward this purpose, however, in the event of a shortfall of Funds, the Owner grants the City permission to assess the real estate to effectuate the purposes of this Agreement. 9. The City shall be liable only to hold the Funds and to deliver it to the parties named in this Agreement in accordance with the provisions of this Agreement. It is understood that by acceptance of this Agreement, the City is only acting in the capacity of a depository, and it shall not be liable or responsible to anyone for any damages, loss or expense unless caused by the negligence or willful malfeasance of the City. 10. In the event of any disagreement among any of the parties to this Agreement, or among any of them and any other person, resulting in adverse claims and demands being made in connection with or for any property involved in or affected by this Agreement, the City shall be entitled to refuse to comply with any such claims or demands as long as the disagreement continues, and in refusing, shall make no delivery or other disposition of any property then held by it under this Agreement, and in so doing, the City shall not become liable for such refusal. The City shall be entitled to continue to refrain from acting until (a) the right of adverse claimants is finally settled by binding arbitration or finally adjudicated in a court assuming jurisdiction of the property involved in this Agreement or affected by this Agreement or (b) all differences are adjusted by agreement and the City is notified in writing of such an agreement signed by the other parties to this Agreement. Furthermore, the 3 Centerville - 7085 Centerville Road - ESCROW AGREEMENT - Version 03092021 City shall have the right, at any time after a dispute between Owner and its mortgagor, or between either of them and any other person has arisen, to pay the Funds into any court of competent jurisdiction for payment to the appropriate party, at which point the City obligation under this Agreement shall terminate. 11. Owner agrees to indemnify the City against all losses, claims, damages, liability, and expenses, including, without limitation, costs or investigation and legal counsel fees which may be imposed on the City or incurred by the City in connection with the performance of its duties under this Agreement, including, without limitation, any litigation arising from this Agreement or involving the subject matter of this Agreement, except as to negligence or willful malfeasance of the City. 12. Wherever any notice is required or permitted under this Agreement, the notice shall be in writing and shall be deemed given on personal delivery or upon mailing in the United States Mail, registered or certified mail, return receipt requested, postage prepaid, to the addresses set out below or at other addresses as specified by written notice delivered in accordance with this Agreement: a. Owner: Propel Investments, L.L.C. Attention: Patrick Walsh 13973 Geneva Avenue North Hugo MN 55038 With Copy to pjw.walsh@gmail.com b. City: City of Centerville Attention: City Administrator, Mark Statz 1880 Main Street Centerville, MN 55038 With Copy to MStatz@centervillemn.com 13. Miscellaneous. a. Assignment/Enforcement. This Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that such assignment has been acknowledged in writing, by all parties. b. Amendment. This Agreement can be amended or modified only by a writing signed by the parties hereto. c. Jurisdiction. This Agreement shall be governed by the laws of the State of Minnesota. d. Counterpart. This Agreement may be executed in multiple original counterparts, duly executed by City and Owner provided, however, this Agreement shall not become binding upon the City until it has received manually executed original copies of the same from each 4 Centerville - 7085 Centerville Road - ESCROW AGREEMENT - Version 03092021 of the foregoing named parties and the City has accepted the same and delivered copies of said executed Agreement to each of said parties. e. Terms. If there be more than one person designated herein, the verbs and pronouns associated therewith, although expressed in the singular, shall be read and construed as plural. f. Severability. In the even that any provision of this Agreement, of part thereof, shall be held to be void or unenforceable by a final, non-appealable order entered by a court of competent jurisdiction, such determination shall not affect or impair the enforceability of the remaining portions of this Agreement. g. Authority. Each party hereto represents and warrants to the other parties hereto that it has full power and authority to execute this Agreement and to perform or cause to be performed the obligations on its part to be performed. h. Computation of Time. In the computation of a period of time, if any, expressed in this Agreement, the day of the act or event from which said period of time runs shall be excluded and the last day of such period shall be included, unless it falls on a Saturday, Sunday, or legal holiday observed by the recording office of the county in which the real estate is located, in which case the period shall be deemed to run until the end of the next day, which is not a Saturday, Sunday, or such legal holiday. i. Captions. The captions contained in this Agreement are for convenience only and are not part of the terms, provisions, or conditions of this Agreement. j. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes any prior or contemporaneous agreements, representations, or understandings, whether written or oral. OWNER PROPEL INVESTMENTS, LLC By _______________________________________ Derek Rooney, Managing Partner By _______________________________________ Patrick Walsh, Partner \[REMAINDER OF PAGE LEFT BLANK\] 5 Centerville - 7085 Centerville Road - ESCROW AGREEMENT - Version 03092021 CITY OF CENTERVILLE By _______________________________________ D. Love, Mayor Attest: By _______________________________________ Teresa Bender, City Clerk \[REMAINDER OF PAGE LEFT BLANK\] 6 Centerville - 7085 Centerville Road - ESCROW AGREEMENT - Version 03092021