CR 2000-71 Purchase Of Property at 35-37 Ninth Avenue North
Cl1Y OF
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April 11, 2000 HOPKINS Council Report 2000-71
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PURCHASE OF PROPERTY AT 35-37 NINTH A VENUE NORTH
Pro Dosed Action
Staff recommends approval of the following motion: Authorize execution of a purchase
agreement with Hopkins Health Clinics. Inc.. for the purchase of property located at 35-37 Ninth
Avenue North (Lots 20 and 21. Block 67. West Minneapolis Second Division).
Overview
A parking committee was formed several months ago to look at various issues in the downtown
area. One of the items discussed was the capacity of the city to address customer and employee
demand. One site that has been identified to potentially address this concern is the vacant
property at 35-37 Ninth Avenue North.
Staff has met with representatives of U.S. Bank, who have substantially increased the number of
employees they have operating from the Hopkins location. To meet their employee parking
needs, they are willing to enter into a lease agreement with the city for the development of a
parking lot on the above property. As part oftrus lease agreement, they would agree to pay all
e acquisition and development costs through an assessment process in return for the ability to have
exclusive use of the lot during daytime business hours.
The subject purchase agreement states that if the city cannot reach a lease agreement with U.S.
Bank within a 90-day period, the city would not be obligated to complete the purchase and aU
earnest money would be refunded. A lease agreement has been prepared by the City Attorney's
office and is presently being considered by u.s. Bank.
Primary Issues To Consider
. What are the specifics of the purchase agreement?
. What would be the specifics of the lease agreement with u.s. Bank?
SUDDortin2: Documents
. Purchase agreement
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. Jim Kerr~im / f I
Planning & Economic Develo ent Director
Council Report 2000-71 - Page 2
. . What are the specifics of the purchase agreement?
. Purchase price of$132,300
. Earnest payment of $6,650
. Closing date - 90 days after date of purchase agreement
. Seller would have right to re-purchase a 20-foot strip of property on the south side of
the subject parcel. This re-purchase option would be able to be executed only
between 2004 and 2009. The purchase price of the option parcel is based on a
formula detailed in Section 19 (b)(c) of the purchase agreement. The purchase price
takes into account both acquisition cost and the improvement cost to build a parking
lot. The re-purchase option would be addressed in the lease agreement with U.S.
Bank.
. What would be the specifics of the lease agreement with U.S. Bank?
. The city would purchase the subject property and construct a parking lot. U.S. Bank
would have exclusive use of the lot during daytime business hours (including
Saturdays). The city would have responsibility for enforcement consistent with the
e parking enforcement procedures for other publicly owned parking lots within the
downtown. In the evenings, the lot would be available for public use. (This has been
discussed with the police department and is acceptable to them.)
. U. S. Bank would agree to pay all acquisition and development costs to the city
through an assessment process over the life of the lease"
. After the nine-year period, U. S. Bank would have an option to renew the lease,
subject to an increase in rent to be determined through an appraisal.
. The city would be responsible for snow removal and maintenance. (This has been
discussed with public works and is acceptable to them.)
. Besides payment of all acquisition and development costs, U. S. Bank would agree to
pay an annual rent of $1,000 beginning in the year 2000 and increasing at a rate of 3
percent each year during the term of the lease.
Future Action
After the execution of the subject agreement, staff would undertake the following:
. Complete negotiation oflease agreement with U.S. Bank. The lease agreement, once
e acceptable to both parties, would be brought to the City Council for action.
. Begin parking lot design.
. Undertake necessary due diligence, i.e., title work, environmental work, etc"
City Council Report 2000-71 - Page 3
. Alternatives
The Council has the following alternatives regarding this matter:
1. Approve the action as recommended by staff.
2. Continue for additional information. In this event, Council will need to detail to staff
what additional information they need prior to making a decision.
3. Do not approve purchase of subject property.
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. PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement" ) IS made as of
, 2000, between Hopkins Health Clinic, Inc., a Minnesota corporation
(" Sell er") and the City of Hopkins, a m unic i pal corporation under the laws of Minnesota (" Buyer").
In consideration of the terms covenants and conditions of this Agreement, Seller and Buyer
agree as follows:
1. Sale of Property. Seller agrees to sell to Buyer. and Buyer agrees to buy from Seller
real property located in Hennepin County, Minnesota, legally described as follows:
Lots 20 and 21, Block 67, West Minneapolis Second Division, according to the
recorded plat thereof (hereinafter referred to as the "Real Property".
The Real Property shall include all easement rights, hereditaments and appurtenances thereto.
2. Purchase Price and Manner of Payment. The total purchase price ("Purchase
Price") to be paid by Buyer to Seller for the Real Property shall be $132,300.00 and shall be
payable as follows:
. (a) $6,615.00, as earnest money ("Earnest Money") to be held in an interest-bearing
escrow account with Commercial Partners Title, LLC (the "Title Company"), such
Earnest Money to be retained by the Title Company for the benefit of the Seller and
Buyer in accordance with the provisions of this Agreement.
(b) The balance of $125,685.00, shall be paid, in cash, on the Closing Date specified in
Paragraph 4, below.
3. Contineencies. The obligations of Buyer under this Agreement are subject to and
contingent upon each of the following contingencies:
(a) Representations and Warranties, The representations and warranties of Seiter
contained in this Agreement must be true on the datc of this Agreement and on the
Closing Date as if made on the Closing Date.
(b) Title. Title shall have been found acceptable as of the Closing Date, or been made
acceptable, in accordance with the requirements and terms of Section 6 of this
Agreement.
(c) Performance of Seller's Obligations. Seller shall have performed all of the
obligations required to be performed by Seller under this Agreement, as and when
. required by this Agreement.
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. (d) Buyer's Inspection. Seller shall allow Buyer, and Buyer's engineers, surveyors,
consultants and employees, access to the Real Property without charge at all
reasonable times for the purpose of Buyer's investigation and testing. Such
investigation and testing shall include a Phase I Environmental Assessment. Buyer
shall pay all costs and expenses of such investigation and testing, except as herein
otherwise expressly stated, and shall hold Seller and the Real Property harmless from
all costs and liabilities associated with Buyer's investigation and testing. Buyer shall
repair and restore any damage to the Real Property caused by Buyer's inspection and
testing, including, but not limited, the Phase I Environmental Assessment. On or
before the Closing Date, Buyer shall have determined that all matters disclosed by
Buyer's inspection and testing are acceptable to Buyer, at Buyer's sole discretion.
(e) Parkin~ Lot Lease. On or before the Date of Closing, Buyer shall have entered into
a Parking Lot Lease Agreement with US Bank, N.A., on terms and conditions
acceptable to Buyer, in Buyer's sole discretion, whereby US Bank, N.A., shall agree
to lease from Buyer a parking lot to be constructed on the Real Property.
If any of the above contingencies have not been satisfied on or before the dates stated above or the
date, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to
Seller. Such notice of termination may be given at any time on or before the Closing Date. Upon
such termination, the Earnest Money shall be returned to Buyer and upon such return, neither party
e will have any further rights or obligations regarding this Agreement or the Real Property. If Buyer
fails to give Notice of Termination, Buyer shall be conclusively deemed to have waived the
contingencies, and this Agreement shall remain in effect. All the contingencies set forth in this
Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer
and the Buyer shall have the right to unilaterally waive any contingency by written notice to Seller.
Within twenty (20) days after the date of this Agreement, Seller shall deliver to Buyer, without cost
to Buyer, copies of all surveys, reports of soil testing and geotechnical engineer's reports, and
environmental assessments and reports relating to the Real Property that are in Seller's possession
or are available to Seller at no material cost.
4. CIosine. The closing of the purchase and sale contemplated by this Agreement (the
"Closing") shall occur on the first business day that is ninety (90) days after the date of this
Agreement (the "Closing Date"), provided that Buyer shall be entitled to advance the Closing Date
to an earlier date upon ten (10) business days' written notice to Seller. The Closing shall take place
at the offices of Buyer's attorneys at such other location as shall be mutually agreed to. Seller agrees
to deliver possession of the Real Property to Buyer on the Closing Date.
A, SeIlerts Closin1: Documents. On the Closing Date, Seller shall execute and/or
deliver to Buyer the following (collectively, "Seller's Closing Documents"):
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. (1) Warranty Deed. A Warranty Deed conveying the Real Property to Buyer, free and
clear of all encumbrances, except the Permitted Encumbrances hereinafter defined.
(2) Seller's Affidavit. An Affidavit of Seller in the Minnesota Uniform Conveyancing
Blanks form and containing such additional information as shall reasonably be
required by the Title Company to issue the Owners' Policy of Title Insurance required
by Section 6 of this Agreement.
(3) FIRPT A Affidavit. ^ non-foreign affidavit, properly executed and in recordable
form, containing such information as is required by IRC Section 1445(b )(2) and its
regulati ons.
(4) Owners Duplicate Certificate of Title or Abstract. The Owner's Duplicate
Certificate(s) of Title for any part of the Real Property having registered title and/or
the Abstract(s) of Title for any part of the Real Property having abstract title.
(5) Option Agreement. The Option Agreement defined and identified in Section] 9 of
this Agreement.
(6) Other Documents. Such other documents as shall reasonably be required to carry
out the intent of this Agreement.
. B. Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or
deliver to Seller the following (collectively, "Buyer's Closing Documents"):
(1) Purchase Price. Buyer shall pay the Purchase Price to Seller in the manner required
by Section 2 of this Agreement.
(2) Affidavit of Purchaser. A Minnesota Uniform Conveyancing Blanks Affidavit of
Purchaser in such form as shall reasonably be required by the Title Company to issue
the Owners' Policy of Title Insurance as required by Section 6 of this Agreement.
(3) Option Agreement. The Option Agreement defined and identified in Section] 9 of
this Agreement.
(4) Other Documents. Such other documents as shall reasonably be required to carry
out the intent of this Agreement.
5. Prorations. Seller and Buyer agree to the following prorations and allocation of costs
regarding this Agreement:
(a) Real Estate Taxes and Special Assessments. Seller will pay, on or before the
Closing Date, all special assessments levied, pending or constituting a lien against
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. the Real Property as of the Date of Closing. Installments of special assessments for
those special assessments, including interest, payable with general real estate taxes
in the year of closing shall be paid by Seller on or before the Closing Date. General
real estate taxes and installments of special assessments payable therewith payable
in all prior years will be paid by Seller. General real estate taxes due and payable in
the year of closing shall be pro rated between Seller and Buyer as of the Closing
Date. General real estate taxes due and payable in years subsequent to the year of
closing shall be paid by Buyer. Seller shall payor provide for payment of all deferred
real estate taxes which may become due and payable as a result ofthe sale of the Real
Property to Buyer.
(b) Recording Costs. Seller will pay the State Deed Tax and the cost of recording all
documents necessary to place record title in the condition warranted by Seller in this
Agreement.
(c) Attorneys' Fees. Each of the parties will pay its own attorneys' fees.
(d) Title Insurance and Closing Fees. Seller will pay all costs of providing the Title
Commitment (defined in Section 6 ofthis Agreement). Buyer shall pay the premium
for issuance of the Title Policy. Seller and Buyer shall each pay one-half (Yz) of any
closing fee or escrow fees charged by the Title Company.
. (e) Utilities. All charges for utilities, such as natural gas, fuel oil, city water, city sewer
and electricity shall be pro rated between Seller and Buyer as of the Closing Date.
6. Title Examination. Title examination will be conducted as follows:
(a) Seller's Title Evidence. Seller shall within ten (10) business days after the date of
this Agreement, furnish to Buyer a Commitment ("Title Commitment") for an AL T A
Form B Owners' Policy of Title Insurance in the amount of the Purchase Price and
including affirmative insurance regarding appurtenant easements and such other
matters as may reasonably be identified by Buyer, issued by the Title Company. If
the Real Property is abstract property, Seller shall also deliver to the Title Company
any Abstracts of Title to the Real Property which are in Seller's possession.
(b) AL T A Survey. Buyer shall, within twenty (20) business days after the date of this
Agreement, obtain an ALTAI ACSM survey ("Survey") from a registered land
surveyor acceptable to Buyer. Seller and Buyer shall each pay one-half (Y~) of the
surveyor's fees for preparing the Survey. The Survey and the Title Commitment are
hereinafter collectively referred to as the "Title Evidence".
(c) Buyer's Objections. Within ten (10) business days after receiving the Title
Evidence, Buyer will make written objections ("Objections") to any matter disclosed
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. in the Title Evidence that makes title unmarketable. Buyer's failure to make
Objections within such time period will constitute waiver of Objections. Any matter
shown on the Title Evidence and not objected to by Buyer shall be a "Permitted
Encumbrance" hereunder. Seller will have ninety (90) days after receipt of the
Objections to cure the Objections, during which period the closing will be postponed
as necessary. Seller shall use commercially-reasonable efforts to correct any
Objections. Ifthe Objections are not cured within such ninety-day period, Buyer will
have the option to do any of the following:
i) Terminate this Agreement and receive a refund of the Earnest Money. Upon
such termination and refund of the Earnest Money, neither party shall have
any obligation to the other under this Agreement.
ii) Waive the Objections and proceed to close.
(d) Title Policy. The Title Company will furnish to Buyer at closing an Owners' Policy
of Title Insurance ("Title Policy") issued by the Title Company pursuant to the Title
Commitment, or a suitably marked up Title Commitment undertaking to issue such
a Title Policy in the form required by the Title Commitment as approved by Buyer.
7. Representations and Warranties by Seller. Seller represents and warrants to Buyer
as follows:
. Seller has or shall on the Closing Date have good and
(a) Title to Real Property.
marketable title to the.Real Property, free and clear of all encumbrances, subject to
the provisions of Section 6 of this Agreement.
(b) Leases. There shall, on the Closing Date, be no leases or possessory rights of others
affecting the Real Property.
(c) Environmental Laws. To the best knowledge of Seller, no toxic or hazardous
substances or wastes, pollutants or contaminants (including, without limitation,
asbestos, urea formaldehyde, the group of organic compounds known as
polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil
and various constituents of such products, and any hazardous substance as defined
in the Comprehensive Enviroruncntal Response, Compensation and Liability Act of
1980 ("CERCLA"),42 U.S.C. Scction 9601-9657, as amended) have been generated,
treated, storcd, released or disposed of~ or otherwise placed. deposited in or located
on the Real Property, nor has any activity been undertaken on the Real Property that
would cause or contribute to (i) the Real Property to become a trcatment, storage or
disposal facility within the mcaning of, or otherwise bring the Real Property within
the ambit of, the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42
U.S.C. Section 6901 et seq., or any similar state law or local ordinance, (ii) a release
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. or threatened release of toxic or hazardous wastes or substances, pollutants or
contaminants, from the Real Property within the meaning of, or otherwise bring the
Real Property within the ambit of, CERCLA, or any similar state law or local
ordinance, or (iii) the discharge of pollutants or effluents 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 U.S.C. Section 1251 et~, or the Clean Air Act, U.S.c. Section 7401 et
seq., or any similar state law or local ordinance. To the best knowledge of Sellcr,
there are no substances or conditions in or on the Real Property that may support a
claim or cause of action under RCRA, CERCLA or any other federal. state or local
environmental statutes, regulations. ordinances or other environmental regulatory
requirements, including without limitation, the Minnesota Environmental Response
and Liability Act, Minn. Stat. 115B ("MERLA") and the Minnesota Petroleum Tank
Release Cleanup Act, Minn. Stat. 115C. To the best knowledge of Seller, no above
ground or underground tanks, are located in or about the Real Proper1y, or have been
located under, in or about the Rea] Property and have subsequently been removed or
filled.
(d) Septic Systems. To the best of Seller's knowledge, no on-site septic systems or
pri vate sewage systems exist on or under the Real Property.
. (e) Water Wells. To the best of Seller's knowledge, no water wells exist on or under the
Real Property.
(f) Ri~hts of Others to Purchase Real Property. Seller has not entered into any other
contracts for the sale of the Real Property, nor to the best knowledge of Seller are
there any rights of first refusal or options to purchase the Real Property or any other
rights of others that might prevent the consummation of this Agreement.
(g) FIRPT A. Seller is not a "foreign person". "foreign partnership", "foreign trust" or
"foreign estate" as those terms are defined in Section 1445 of the Intcrnal Revenue
Code.
(h) Proceedin~s. There is no action, litigation, investigation, condemnation or
proceeding of any kind pending or to the best knowledge of Seller, threatened against
Seller which would materially affect the Real Property or Seller's ability to perform
its obligations under this Agreement.
(i) Authority. Seller represents that Seller has the authority to enter into this
Agreement, and that the party executing this Agreement on Seller's behalf has the
requisite authority to do so and bind Seller to its obligations under this Agreement.
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. Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors
and assigns, hannless from, any expenses or damages, including reasonable attorneys, fees, that
Buyer incurs because of the breach of any of the above representations and warranties, whether such
breach is discovered before or after closing. Except as herein expressly stated, Buyer is purchasing
the Real Property based upon its own investigation and inquiry and is not relying on any
representation of Seller or any Agent or Representative of Seller, and Buyer agrees to accept and
purchase the Real Property "as is and where is" subject only to the express warranties herein
contained.
8. Removal of Personal Property and Debris, On or before the Closing Date, Seller
shall remove all personal property and debris from the Real Property.
9. Condemnation. If, prior to the Closing Date, eminent domain proceedings are
commenced against all or any part ofthe Real Property, Seller shall immediately give notice to Buyer
of such fact and at Buyer's option (to be exercised within thirty days after Seller's notice), this
Agreement shall terminate, in which event neither pm1y will have further obligations under this
Agreement and the Earnest Money, ifany, shall be refunded to Buyer. If Buyer shall fail to give such
notice then there shall be no reduction in the Purchase Price" and Seller shall assign to Buyer at the
Closing Date all of Seller's right, title and interest in and to any award made or to be made in the
condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in,
or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent.
. 10. Broker's Commission. Seller and Buyer represent and warrant to each other that
they have dealt with no brokers, finders or the like in connection with this transaction and agree to
indemnify each other and to hold each other harnlless against all claims, damages, costs or expenses
of or for any such fees or commissions resulting from their actions or agreements regarding the
execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit
brought to recover any such fees or commissions incurred by the other party, including reasonable
attorneys' fees.
11. Assi~nment. Buyer may assign its rights under this Agreement to the Housing and
Redevelopment Authority in and for the City of Hopkins without Seller's approval.
12. Notices. Any notice, request or other communication required or provided to be
given under this Agreement shall be in writing and shall be deemed to be duly given when delivered
personally or when mailed by first class United States mail, postage prepaid, addressed as follows:
To HHC: Hopkins Health Clinic, Inc.
Attention: Dr. William Rolfe
29 Ninth A venue North
Hopkins, MN 55343
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. To The City: City of Hopkins
Attention: Mr. James Kerrigan
I 0 I 0 First Street South
Hopkins, MN 55343
With a Copy to be mailed Jeremy S. Steiner
simultaneously to: Miller, Steiner & Curtiss, P.A.
400 Norwest Bank Building
I 0 I I First Street South
Hopkins, Minnesota 55343
or to such other address as either party, by notice given as herein provided, shall designate. Mailed
notice shall be conclusively deemed to have been given two (2) business days after the date of
mailing.
13. Captions. The paragraph headings or 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.
14. Entire A2reement~ Modification. This written Agreement constitutes the complete
agreement between the parties and supersedes any prior oral or written agreements between the
. parties regarding the Real Property. There are no verbal agreements that change this Agreement and
no waiver or modification of any of its terms will be effective unless in a writing executed by the
parties.
15. Bindin2 Effect. This Agreement binds and benefits the parties and their successors
and assigns.
16. Controllin(: Law, This Agreement has been made under the laws of the State of
Minnesota, and such laws will control its interpretation.
17. Default by Seller. If Seller fails and refuses to perform its obligations under this
Agreement and such failure to perform continues for a period of fifteen (15) days after Buyer notifies
Seller, in writing, of such nonperformance, Buyer may, at its option, elect one of the following
remedies:
(a) To terminate this Agreement by notice to Seller, in which event the Earnest Money,
including accrued interest thereon, shall be immediately paid to Buyer and neither
party shall have any further rights or obligations hereunder; or
(b) To enforce specific performance of Seller's obligations under this Agreement,
including specifically the conveyance of the Real Property in the condition required
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. hereby. In the event of such a proceeding for specific performance, the prevailing
party in such proceeding shall be entitled to be awarded its reasonable attorneys' fees.
18. Dcfault by Buyer. If Buyer defaults under this Agreement, Seller shall have the right
to terminate this Agreement by giving written notice to Buyer in accordance with Minn. Stat. 559.21.
If Buyer fails to cure such default within thirty (30) days of the date of service of such notice in
accordance with Minn. Stat. 559.21, this Agreement will terminate and, upon such termination,
Seller will retain the Earnest Money as liquidated damages, time being of the essence of this
Agreement. Termination of this Agreement and retention of the Earnest Money shall be the sole
remedy available to Seller for a default by Buyer, and Buyer shall not be liable for damages or
specific performance.
19. Seller's Option to Rcpurchase. Buyer agrees that Buyer shall, at the time of
Closing, grant Seller an Option to repurchase ("Repurchase Option") a portion of the Real Property,
upon and subject to the following terms and conditions:
(a) The Repurchase Option shall apply to a rectangular parcel (the "Option Parcel")
located in the southwest corner of the Real Property. The north/south dimension of
the Option Parcel shall be twenty (20) feet. The westerly line of the Option Parcel
shall be the westerly line of the Real Property. The easterly line of the Option Parcel
will be located at the most northeasterly corner of the existing building located on the
. land immediately to the south of the Real Property, as such corner is extended
northerl y.
(b) The Purchase Price for the Option Parcel shall be determined as follows:
i) The sum of the Purchase Price for the Real Property plus all acquisition costs
incurred by Buyer in acquiring the Real Property, including, but not limited
to, attorney's fees, engineers', surveyors' and consultants' fees incurred in
performing Buyer's investigation and testing under Paragraph 3(d) of this
Agreement, costs of obtaining the AL T A Survey described in Paragraph 6(b)
of this Agreement, the premium for the Owner's Title Insurance Policy
obtained by Buyer, fees of the Title Company and all other costs and
expenses incurred by Buyer in the acquisition of the Real Property, shall be
divided by the total number of parking spaces located in the parking lot on
the Real Property on the date Seller exercises the Repurchase Option;
ii) The dollar amount per parking space so determined shall be multiplied by the
aggregate percentage increase in the Consumer Price Index (the "Index")
published by the Bureau of Labor Statistics of the Department of Labor
(1984 = 100) for the Minneapolis-St. Paul area from the Date of Closing to
the date on which Seller exercises the Repurchase Option; and
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. iii) The adjusted amount per parking space so obtained shall be multiplied by the
number of full or partial parking spaces that will be lost or become unusable
as a result of Seller's reacquisition of the Option Parcel, and the resulting
amount shall be the Purchase Price for the Option Parcel. provided that such
Purchase Price shall be further adjusted as stated in Paragraph (c), below.
(c) The Purchase Price for the Option Parccl calculated under Paragraph (b) above, shall
be subject to increase, as follows:
i) All of the costs actually incurred by the Buyer, of whatever kind or nature,
during the one year period commencing on the Date Of Closing, in improving
the Real Property for parking purposes and including, but not limited to,
surveyor's and engineer's fees, shall be determined;
ii) The costs determined pursuant to clause i) shall be divided by the number of
parking spaces in the parking lot constructed on the Real Property by Buyer;
iii) The cost per parking space determined under clause ii) shall be multiplied by
the number of full or partial parking spaces that will be lost or become
unusable as a result of the reacquisition of the Option Parcel by Seller;
. iv) The result so obtained shall be reduced by 40%; and
v) The result so obtained shall be reduced by twenty (20) percent at the end of
each year during the time period the Repurchase Option is exercisable, with
the first such reduction occurring on the fifth anniversary date of
the Closing Date and each subsequent reduction occurring on the same date
of each successive year.
(d) Seller shall be solely responsible for all costs associated with subdividing the Option
Parcel from the Real Property, including, but not limited to surveyor's and engineer's
fees. Seller shall also be solely responsible for removal of any parking lot
improvements from the Option Parcel and reconstruction or repair of damage to
adjacent parking lot improvements located on the Real Property resulting from such
removal. Seller shall be solely responsible for obtaining governmental approvals for
subdivision of the Option Parcel, and Seller's reacquisition ofthe Option Parcel shall
be contingent upon obtaining such governmental approvals.
(e) The Repurchase Option shall be appurtenant to the title to the land located
immediately to the south of the Real Property, and shall be exercisable only by the
party that is the owner of such adjacent land at the time the Option Parcel is acquired.
(f) The Repurchase Option shall be exercisable only between the fourth anni versary date
. of the Closing date and the same date in the year 2009, and shall terminate thereafter.
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. (g) At Closing, Buyer and Seller shall enter into an Option Agreement including the
above terms and conditions and such other terms and conditions as shall be
reasonably required by Buyer and Seller.
(h) The Repurchase Option shall be contingent upon Seller obtaining a building permit
and/or conditional use permit for the construction of an addition to the existing
building located on the land immediately to the south of the Real Property. and Buyer
shall not be obligated to convey the Option Parcel to Seller unless Buyer receives
assurances reasonably satisfactory to Buyer that Seller shall construct such addition
to the building located on the adjacent land.
20. Waiver of Relocation Assistance. Seller agrees that this transaction has been
negotiated voluntarily, and on an amI's length basis, and that Buyer shall not be responsible for any
relocation assistance or similar benefits that might otherwise be required to be paid pursuant to any
state or federal statute, law or regulation as a result of Buyer's acquisition of the Real Property, and
all such benefits are hereby waived by Seller.
Seller and Buyer have executed this Agreement effective as of the date first written above.
. Dated: HOPKINS HEALTH CLINIC, INC.
BY~
Its ~.5
Dated: CITY OF HOPKINS
By
Its
By
Its
.
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