HomeMy WebLinkAbout1996-087
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RESOLUTION NO. 96-8~
APPROVAL OF AGREEMENT BETWEEN THE CITY OF STILLWATER AND
PRIME SITE INCORPORATED
BE IT RESOLVED by the City Council of Stillwater, Minnesota, that the Earnest Money
Agreement between the City of Stillwater and Prime Site Incorporated for the purchase of
property related to the relocation of Colonial Craft, Inc., hereto attached as Exhibit A, is
hereby approved, and the appropriate city staff is authorized to sign said Agreement.
Adopted by Council this 2nd day of April, 1996.
Jayr$p:o/
ATTEST:
~MLb )~
Mod Weldon, CIty Clerk
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MA~NUSON LAW OFFIC~ ~124~95641 P.0~
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Res. 96-.87 '
PURClIASE AGREEMENT
This Agreement is made as of this (:(-)i day of 11 f' l^ ; J ~ 1996t between the
City of Stillwater, a Minnesota Municipal Corporation r.Buyer"), and Prime Site Incorporated ("Seller").
In consideration Qf this Agreement, Seller and Buyer agree as follows:
1. Sale of Pro.peftv. Seller agrees to sell to Buyer. and Buyer agrees to buy from Seller,
the following p1"operty:
The real property located. in Washington County, Minnesota, described on the attached
Exhibit" A" cousisting of approximately 324,176 square feet together with all easements
and rights benefiting or appurtenant thereto (collectively the "Property"), consisting of
Lots 1, 2, 3 and Lot 4 except for a Southwest portion of Lot 4 equal in area to Lot 2,
all in Bl.oc.k One, Prime Site SUbdivision, according to the Plat thereof.
2, ~y~hase Price and Manner of }?ayment. The purchase price to be: paid for the Propeny
shall be one and 75/100 dollars ($1.75) per square foot with the total purchase price ("Purchase Price")
to be determined based on the survey obtained pursuant to paragraph 3.4. The Purchase Prioe is pay~ble
as follows:
One buudted and nol1oo dollars ($100.00) as earnest money ("Earnest Money")
to be deposited with Seller upon ex.ecution of this Ag;reement.
The balance of the Purchase Price in casb OJ: by wire transfer of funds on tbe
date of Closing.
3. CQntingencies. ,The obligations of Buyer under this Agreement are contingent uPon each
. of the following which .must occur on or before the dates herein set forth;
2.1
2,2
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3.1 Representations and Warranties. The representations and warranti~ of Seller
contained. in this Agreement must be true now and on the date of Closing as if
m.ade on the date of Closing.
3.2 Title. Title must have been found acceptable, or been made acceptable1 in
accordance with the requirements and terms of Section 6 below,
3.3 Access and Itl$pection. Seller must have allowed Buyer, and Buyer's agents1
access to the Property without charge and at all reasonable times fo{ the purpose
of Buyer's investigation and testmg. Buyer must pay all costs and expenses of
any investigation av.d testing, must restore the Property, and must hold Seller and
the Property harmless from all costS and liabilities relating to the Buyer's
activities. Buyer must have been satisfied with the resu.lts of all tests and
investigations performed by it.
3.4
Survey. Buyer obtaining, at it's expense, within a reasonable time after
acceptance of tlJis Agreement a survey of the Property prepared by a registered
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land surveyor complying with Minimum Standard VetaU Requirements for
ALTA/ACSM l.4nd 'J:itle'Surveys. Buyer and Seller will have ten (10) days
after receipt of the su(Vey to object to any matte.rs disclosed "by the survey.
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3.5 Phase 1. Buyer obtaining, at it's expense, a Phase 1 Envu:oomental Site
Ass~sment Report confurming to standard 1527 and if needed. certification or
documentation that any testing~ clean-up or Qther action recommended in the
environmental report has been completed.
3.6 ~Qntract. A binding Contract for Red~velopment must have been signed by the
Buyer and Rasmussen Millwork. a Minnesota Corporation d/b/a Colonial Craft:
Inc., for the reconveyance of the property by the Buyer to Colonial Craft for the
relocation of its mauufactw::ing facility from its present Roseville'location, St.
Paul address. This contract must be executed by April 17, 1996.
3.7 ~ontim!ency Periods. If any contingency listed above has not been satisfied
within its respective contingency period as indicated above, then this Agreement
may be terminated by written notice from Buyer to Seller. Upon terminatiOD of
thi~ Agreement pursuant hereto, all Earnest Money shall be refunded to Buyer.
. 4. C!o~ine-. The Closing of tbe purchase and sale contemplated by this Agreement ("me
Closing") will occur on a business day no later than April 30, 1996, after satisfaction of all contingencies
set forth in Section 3t Contingencies. SeHer agrees to deliver possession of the Property to Buyer at the
Closing. '
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S.eller's Closing Document.$. On the date of Closing, Seller will exec:ute and
deliver to Buyer the following (collectively, "Seller's Closing Documents"):
4.1.1 ~. A Warranty:Deed conveying the Property to :Buyer.
4.1.2 Well Certificate. A Certificate signed by SelJer warranting that there are
no "WellS" on the Property within the meaning of Minn. Stat. ~1031 or
if there are "Wells", a Well Certificate in the form required by law,
4.1.3 Other DocumentslP'ayment. All other documents reasonably neCessary
to transfer the Property to Buyet'.
4.2 ~uyer's Obli~atjon. On the date of Closing, Buyer will deliver to Seller funds
representing the Pu(chase Price as calculated based on the survey and paragraph
2 hereof.
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5, :etQratiQns. Seller and .Buyer agr.ee to the following prorations and allocation of costs
regarding the Agreement.
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Title Insutance and Clo~ini fee. Seller ~1lI pay all costs of the Title
Commitment. Buyer will pay all costs and premiums for an Owner's Title'
Policy. if any, and any fees or charges imposed by any closing agent or
company.
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5.2
Deed. Tax. Seller will pay all State Deed Tax payable in connection with this
transaction.
5.3 ~eal Estate T~~~ and Special Assessments. Real Estate TaJtl.es payable In the
year in which C1Qsing occurs shall be prorated based upon a calendar year based
upon the date of Closing. Special Assessments levied and pending on the date
of the Closing will be paid one-half by the Seller and one-half by the Buyer at
the Closing.
5.4 Other COl}ts. All other operating costs of the PrQpetty will be allocated between
Seller and Buyer as of the date of Closing) so that Seller pays that part of
operating costs payable before the date of Closing, and Buyer pays that part of
operating costs payable from and after the date of Closing,
6. Titli( E~Jnnjpat1QJ1. Title Examination will be conducted as follows:
6.1 Seller's Title Evid.ence. Seller must, within ten (10) days after the date of this
Agreement, furnish to Buyer a commitment ("Title Commitment-) for ALTA
Form B 1910 Owner's Policy of Title lnsurance msudng title to the Property
subject to standard exceptions 1.0. the amount of the Pu1"chase Price.
Buyer's Obiections. Within ten (10) clays after receiving the Title Commitment)
Buyer will make written objections ("Objections") to the faun and/or content$ of
the Title CommItment. Buyer's failure to make Objections within such time
period wlll constitute waiver of Objections. Any matter shown on the Title
Commitment and not objected to by Buyer shall be a permitted encumbrance
hereunder. Seller will have one hundred (100) days after receipt oftbe Objections
to cure the Objections, dudng which period the Closing will be postponed. if
necessary. lfthe Objections are not cured within such one hundred (100) days
period, :Buyer's only remedies wUl be the following:
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6.2.1 Terminate this Agreement and receive a refund of all Earnest Money; or
6.2.2 Waive tht objections and proceed to Closing.
7. Operation Prior to. Clp~ipZ. Durlng the period from the date of Seller's acceptance of
this Agreement to the date of Closingt Seller will operate and maintain the Property in the ordinary
CQuJ:se of business in accordance with prudent, reasonable business standards, including the maintenance
of adequate liability insurance. Seller will e.ll:ecute no contracts, leases or other agreements regarding the
Property that are not terminable on or befQre the date of Closing without the prior written consent of
Buyet, which consent may be withheld by Buyel' at lts sole discretion.
8.
follows:
Bepreseotationsand Warranties by Seller, Seller represents and warrants to Buyer as
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.03/28/1996 16:48
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MAGNUSON LAW OFFICE
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Existence: A1Lt.tl..2!:itt. Seller is a duly organized Minne.sota Corporation,
qualified and in good stan<.ting aud has the J:equisite power and autborlty to enter
intO and. perform this Agreement and Seller's Closing Documents; such
documents bave been duly authorized by all necessary action; such documenQ are
valid and binding obligations of Seller, and are enforceable in accordance with
their: terms.
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Buyer is a duly organized and existing Home Rule City of the third class and has
full authority under the laws of Minnesota to enter and perform this Agreement
and Buyet's Closing Documents; such documents have been duly authorized by
all necessary action; such documents are valid and binding obligations of. Buyer)
and areemorceable in accordance with their terms.
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8.2 Environmental Iss~. Neither Seller nor any agent acting on behalf of SeHer has
made any representations or warranty concerning any environmental or physical
aspect of the propet1y, and the Buyer is relying solely upon its own inspection,
investigation and J:eview, if any, The Property and any right, interest or title
Seller mayor may not have therein is bei:o,g sold AS~IS, WHERE IS, and without
an)' warrant)' or representation of any kind with respect to righ4 title, interest.
marketability, fitness, merchantability or any other matter, either express or
implied, unless specifically stated herein.
8.3 ~. The Seller certifies and wmant$ that the Seller does not know of any
"Wells" on the described Property within the meaning 00 Minn. Stat. ~103I_
This representation is intended to satisfy the requiremen~ of that statute. .
9., Broker's Commission. Seller's broker for this transaction has been ~dall ~ -J'
and the Sellel' is responsible for any sale fee OJ:' commission due.CWith regard to this sale. Sellet and ({a..,d,,,,I/"
Buyer represent to each other that they have dealt with no other brokers) finders. or the like in connection c"'h//~'''(
with this transaction1 and agree to indemnify and hold each other bannless from all claims. damages, ~'115
costs or expenses of or for any other such fees OJ.' commissions resulting from their actio~ or agreements
regarding the execution. or perfQmt.ance of this Agreement, and will pay all costs of defendi~ any action
01' lawsuit brought to recover any fees or commissions iDcucred by the other party) including attomey's
fees.
10, Survival. All of the terms of this Agreement and warranties and representations herein
contained will survive and be enforceable after the Closing.
11. Notices. Any notice required or permitted will be given by personaJ delivery UPOD an
authOrized representative of a party hereto; or if mailed in a sealed wrapper by United States registered
or certified mail, return receipt requested, postage prepaid; or if transmitted by facsimile copy followed
by mailed notice; or if deposited cost paid with a nationally recognized, reputable overnight courier,
properly addressed as fOllC1WS:
If to Seller:
Prime Site Incorporated
4463 White Bear Parkway
Suite 101
White Bear Lake, MN 5511 0
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03/28/1996 16:49
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TO 6533212
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FROM RRN/PROP/INC
If tQ .Buyec
Nile Kriesel, City Coordinator
City of Stillwater
216 North 4th Str~t
Stillwater, MN 55082
Notices will be deemed effective on the date of receipt. Any party may change its address for the sen>ice
of uotice by giving notice of such change ten (10) days priQr to the effective date of such change.
12. Miscellaneous. The paragraph headings O( captions appearing in this Agreement are for
convenience only. are not a part of this Agreement, and are not to be considered in interpreting this
Agreement. This written Agreement constitutes the complete Agreement between the parties and
supersedes any prior oral or written agreements between the parties regarding the Property. There ate
nQ yerbal agreements that change this Agreement, and no waiver of any of its terms will be effective
unless in writing executed by the parties. This Agreeme{lt binds and benefits the parties and their
successors and assigns. This Agreement has been made undef the laws of the State of Minnesota~ and
such laws will control its interpretation.
13. Withdrawal of Offer. This Agreement shall be deemed to be withd{"3wn., unless accepted
by Sel1~, and a fully executed counterpart of this Agreement returned to BUYeJ: on or before
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Seller and Buyer have executed this Agreement as of the date first written above.
By
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CITY OF STILL~
By $#
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