Memo Sale Of Well Site PropertyDATE:
TO:
FROM:
May 7, 1993
Honorable Mayor and City Council
Jim Kerrigan, Director, Planning & Economic Development
SUBJECT: SALE OF WELL SITE PROPERTY
BLAKE ROAD AND SECOND STREET NE
I. PURPOSE OF DISCUSSION:
CITY OF HOPKINS
MEMORANDUM
The purpose of this item is to discuss with the City Council
two proposals and purchase offers which the City has
received for the acquisition and development of the "well
site" property which the City owns at Blake Road and Second
Street NE. Staff would like to receive direction from the
City Council as to which proposal, if any, it might wish
staff to pursue further. If staff should receive direction
from the City Council on a preferred proposal, staff would
attempt to finalize a purchase agreement. This purchase
agreement would then be brought back for City Council
consideration.
The two proposed projects are:
o Big Wheel Rossi Auto Service Center
o McDonalds restaurant
'I1. BACKGROUND
In early 1990 the City Council designated the well site
property as surplus. The site contains approximately 35,000
square feet and is zoned B -3, commercial.
During 1990 staff worked with Marcus Corporation on a retail
project for the site. However, due to a variety of
problems, the redevelopment agreement was terminated.
Subsequently, the Council discussed the potential aspects of
a preferred development for this site. Based upon this
discussion the following criteria was established:
o No gas sales
o No heavy traffic generation
o Compatibility with abutting residential property
Honorable Mayor and City Council
May 7, 1993
Page 2
For approximately the past year and one -half staff has been
attempting to secure interest in this property with limited
success. However, two proposals and purchase offers were
recently received for the site from Big Wheel Rossi and
McDonalds.
Information regarding these two proposals is as follows:
A. Big Wheel Rossi
The auto service facility would be a new concept for
Big Wheel Rossi. The project would apparently be the
prototype for future projects in this area.
Neither a site plan or building elevation was provided
with their purchase agreement. They have stated that
once a purchase agreement is executed they would be
willing to prepare concept drawings and preliminary
site plans. They have detailed the following as
relates to their project:
o No gasoline sales
o No retail sales
o No access would be required from Blake Road
o Quality of the project to be equal to or greater
than Midwest Auto Mall on County Road 3
A. McDonalds Restaurant
The McDonalds project as proposed includes the
following aspects:
o 3400 square foot building, which is somewhat
smaller than the usual 4,000 square foot
restaurant
o Seating for 65 customers
o 39 parking spaces. Access would be provided by a
right -in right -out on Blake Road with a two -way
drive and an exit only drive on Second Street NE.
o Drive -thru window
City staff recently had the appraisal updated on the well
site property. This appraisal established a fair market
value of $113,000. Both of the offers received would
require that the City close the well and demolish the
existing building. However, the actual dollar amount to the
City based on this expenditure and payment of any realtor
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Honorable Mayor and City Council
May 7, 1993
Page 3
Upon reviewing the two projects the following should be
considered:
JK04303D
fees would still hopefully net the City approximately
$113,000.
Big Wheel Rossi Service Facility
McDonalds
III. SUMMARY
o Does not require any access from Blake Road
o Would have minimal traffic generation
o Would not be open in the late evening
o Would add another auto related use to the City
which has been expressed as a concern previously
o Compatibility with adjacent residential land uses
would need to be considered
o Requires access off of Blake Road and an
additional access point from Second Street. Staff
has a concern that these could create some traffic
safety problems.
o Would operate into the late evening
o Heavy traffic generator
o Would probably pay more property taxes than the
other project as proposed
o Provides another restaurant use which has been
previously discussed as positive type development
for the City.
Staff requests direction as to whether the Council desires
to have staff continue discussions with one of the two uses
and negotiate a purchase agreement. By providing this type
of direction the Council is not bound to approve the
purchase agreement. Furthermore, it is likely a purchase
agreement would have a condition which allows either party
to terminate the agreement if the required conditional use
permit were not issued.
•
Tract G, except the North 60 feet thereof, and except that part which lies South of a line drawn from a
point in the West line of said Tract, distant 4 feet North of the Southwest corner of said Tract, to a
point in the East line of said Tract distant 11.0 feet North of the Southeast corner of said Tract, also
except that part of said Tract lying East of a line drawn parallel with and distant 4.0 feet West of the
East line of said Tract G, and also except that part of said Tract G lying Southeasterly of a curve being
tangent to the above described lines and having a radius of 100 feet, in Registered Land Survey No.
561, Files of Registrar of Titles.
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McDonald's
April 28, 1993
James D. Kerrigan
Planning and Economic Development Directot
City of Hopkins
1010 First St. S.
Hopkins, MN 55343
Dear Mr. Kerrigan:
McDonald's Corporation is pleased to submit its proposal for the development
of a McDonald's Restaurant at Blake Road, and Second Street N.E. in Hopkins,
Minnesota.
During your review of this information, please remember that all companies are
not alike. Significant differences exist in areas of financial capabilities,
the experience of the organization, and the ability to provide the highest
quality development.
McDonald's is the leader in all of these areas and is known throughout the
world for setting and maintaining the highest standards in the industry.
The following is a summary of the salient points contained in this proposal.
PURCHASE PRICE
McDonald's Corporation
1650 West 82nd Street
Suite 900
Bloomington, MN 55431 -9888
612/884 -4355
Fax: 612/885 -4755
McDonald's Corporation intends to enter into a Real Estate Contract, a copy of
which is enclosed, with the City of Hopkins to purchase the subject property
for the sum of One Hundred Thirteen Thousand ($113,000) Dollars. It is agreed
that if the City intends to demolish and remove the existing improvements,
which include filling the existing well, the purchase price will be adjusted
to include the cost of such demolition.
DEVELOPMENT PROPOSAL
McDonald's Corporation intends to design and construct a McDonald's Restaurant
which will enhance the image of the corner by creating an attractive and
inviting development which is easily accessible to motorists, compatible with
existing traffic circulation patterns, and which will interface with existing
multi family dwellings to the north and west of the site.
James D. Kerrigan
4 April 28, 1993
Page 2
The new McDonald's restaurant building will have a °brick exterior with full
height glass windows in all of the dining areas. The new kitchen design with
its state -of- the -art equipment, is capable of easily producing sufficient
product to meet the hourly sales demands. Speedy service is especially
important at this location in order to reduce the service time at the
drive -thru window and avoid any stacking.
Another unique feature of this new McDonald's Restaurant building will be the
elimination of the speaker box typically used for ordering at the drive -up
window. Instead, McDonald's will design its new building to include an order
window which will allow a crew person to talk directly to the customer when an
order is being placed. This will eliminate any unpleasant speaker noise which
may otherwise be heard by a nearby resident.
The new McDonald's restaurant building will contain approximately 3,400 square
feet with seating for 65 customers and 39 parking stalls. All perimeter areas
will be extensively landscaped to create a transition buffer between the
adjacent multi - family high rise building on the north and the entrance drive
for the apartment building to the west.
A right -in /right -out access drive is being proposed on Blake road, with an
additional two -way drive and an exit -only drive on 2nd Street NE, as shown on
the enclosed preliminary site plan.
McDonald's Corporation would begin construction of the new McDonald's
Restaurant the day immediately following the day of closing. Construction
time will be approximately 90 days. No financing will be necessary to
purchase the land or construct the proposed improvements.
FINANCIAL STABILITY
The McDonald's system is the largest food service organization in the world.
McDonald's is the only company in the current Standard & Poor's 500 to have
publicly reported over 100 consecutive quarters of year to year combined
increases in revenues, income and earnings per share since 1965. We fund our
capital expenditures from cash flow derived from restaurant operations and are
positioned as one of the 30 companies which comprise the Dow Jones Industrial
Average, a position no food competitor can boast.
As a provider of quality "quick service" food, McDonald's Corporation provides
a depth and breadth of financial security without peer in the food and
beverage industry. The success of McDonald's operation in part is a result of
an extensive marketing and promotional effort, a world wide presence, and
continued overall growth strategy involving the opening of over 600 new
restaurants annually.
McDonald's financial capability is further explained in the enclosed Annual
Report.
•
James D. Kerrigan
3April 28, 1993
Page 3
Thank you for reviewing our written proposal. We sincerely hope to be
selected to develop a McDonald's Restaurant in Hopkins, Minnesota.
Very truly yours,
Herb Boeckerman
Real Estate Representative
Minneapolis Region
Enclosures
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REAL ESTATE CONTRACT
THIS AGREEMENT, dated April, 1993, is between City of Hopkins ( "Seller "), and McDonald's
Corporation , a Delaware corporation ( "Purchaser ").
1. Conveyance: Seller agrees to sell and convey to Purchaser (or its nominee), and Purchaser
agrees to purchase from Seller, the real estate described in Exhibit A (with appurtenant easements, if
any, called "Premises "). The exact legal description, of the Premises will be substituted for the
description attached in accordance with the Purchaser's survey.
2. Price: The purchase price is ONE HUNDRED THIRTEEN THOUSAND DOLLARS
($ 113,000.00 ).
3. Deed and Other Documents: Seller shall convey marketable and insurable title to the
Premises by general warranty deed, subject only to current real estate taxes, not delinquent, and
covenants, conditions, easements, encumbrances and restrictions approved by Purchaser in writing.
Any approval required to convey a legally subdivided lot shall be the Seller's responsibility at the
Seller's sole cost. Seller agrees to execute and deliver to Purchaser any other affidavit, statement or
other document normally required by the title insurance company specified in Article 5 as a condition
for the issuance of the title insurance policy or for the escrow closing provided for below.
4. Earnest Money: Purchaser shall deposit with the title insurance company referred to in
Article 5, as escrowee, within thirty (30) days after the last execution of this contract, ONE
THOUSAND DOLLARS ($1,000.00), as earnest money, to be credited against the purchase price at
closing. Purchaser shall deposit the balance of the purchase price into escrow within ten (10) days
after title has been approved by Purchaser, all contingencies of this contract have been met and the
deed has been delivered to the escrow agent. If Purchaser defaults under this contract and fails to cure
the default within ten (10) days after receipt of notice from Seller, then, upon demand of Seller, the
earnest money shall be forfeited as liquidated damages, and not as a penalty; and this contract shall
become null and void. If this contract is terminated for any reason other than Purchaser's default, the
earnest money shall be returned to Purchaser.
5. Title Insurance: Purchaser shall order a title commitment on the Premises for an ALTA
Form B owner's policy, with extended coverage, or a comparable form, from Chicago Title Insurance
Company in the amount of the purchase price, covering the date hereof. If the title commitment
discloses any defects in title (other than liens or encumbrances of a definite or ascertainable amount
which may be paid at closing from the proceeds due Seller), Seller shall have thirty (30) days from the
date of Purchaser's notice of such defects to make a good faith effort to cure such defects. If such
defects are not cured within thirty (30) days, Purchaser may terminate this contract or may, at its
election, take the title as it then is with the right to deduct liens or encumbrances of an ascertainable
amount from the purchase price at closing.
6. Conditions Precedent This Contract is conditioned upon the Purchaser being able to obtain: (a)
adequate access to public streets; (b) -all necessary permits and approvals to build Purchaser's intended
improvements; (c) adequate and available utilities; (d) satisfactory soil tests; (e) a determination that
there is no contamination or other adverse environmental conditions; (0 a survey showing that the
dimensions of the Premises comply with this contract and that there are no encroachments or
PCONTSIM (3 -93)/ REI2A.DOC/04/28/93
1
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interfering easements or conditions. This Contract is further conditional upon Seller and Purchaser
entering into a Development Agreement acceptable to both Parties, for redevelopment of the Premises.
If the foregoing conditions precedent are not satisfied within 120 days after the opening of escrow,
either party may terminate this contract. If Seller elects to terminate this Contract as provided for in
this Article 6, Purchaser will have ten (10) days after receiving Seller's termination notice to waive, in
writing, the conditions precedent and agree to close this Contract. If Purchaser waives the - conditions
precedent, the closing must then take place within fourteen (14) days from the date of such waiver. If
Purchaser does not waive the conditions precedent, this Contract will terminate and be of no further
force or effect ten (10) days after Seller's notice of termination is received by Purchaser.
Seller agrees to cooperate with Purchaser and execute documents and make appearances that may be
reasonably necessary for Purchaser to obtain permits and approvals for its improvements. Seller shall
also allow Purchaser to enter upon the Premises to make tests, obtain a survey and perform soil tests.
7. Possession and Demolition: Seller promises to deliver sole and actual possession of the
Premises to Purchaser, free and clear of all tenancies and parties in possession on the date title passes
to Purchaser. Seller further covenants to remove from the Premises all signs, and encroachments, if
any, within ten (10) days after Purchaser notifies Seller that all conditions precedent have been
satisfied.
8. Escrow: This sale shall be closed in escrow with the title company listed in Article 5, under
a deed and money escrow agreement conforming to this contract, within ten (10) days after the
Conditions Precedent Period and the title company is prepared to issue its final owner's policy,
subject only to the approved title matters. Prior to closing, Seller shall submit to Purchaser for
approval a copy of the required deed and a copy of the restrictive covenant described in Article 3. All
current real estate taxes are to be prorated as of the date of closing, and, if the amount of such taxes is
not then ascertainable, the prorating shall be done on the basis of the amount of the most recent
ascertainable taxes. All transfer and conveyance taxes or documentary stamps and special real estate
taxes and assessments shall be paid for by Seller. The cost of recording the documents called for in
this contract shall be paid for by Purchaser. The cost of the escrow shall be divided equally between
Seller and Purchaser. All costs related to the issuance of the title policy, including title examination
fees and premiums, shall be paid for by Seller.
9. Time of the Essence: Time is of the essence of this contract, but any defaulting party shall
have ten (10) days after receipt of written notice of a default to cure before the other party may
terminate or exercise other remedies under this contract.
10. Notices: All notices, waivers and demands shall be in writing and shall be sent by United
States Certified Mail or overnight carrier with written delivery confirmation to Seller at 1010 First
Street South, Hopkins, Minnesota 55343 or to Purchaser at McDonald's Plaza, Oak Brook, Illinois
60521, Attention: Director, Real Estate /Legal Department.
11. Conflicts of Interest: Seller and any party executing this contract on behalf of Seller
(collectively called "Seller ") represents that, to the best of Seller's knowledge, no person or entity
connected directly or indirectly with Seller is an agent, employee, servant, supplier, licensee or officer
of Purchaser or any subsidiary or affiliate of Purchaser. The parties executing this contract
PCONTSIM (3 -93)! REI2A.DOC/04/28 /93
2
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acknowledge that these representations are being relied upon by Purchaser as inducement to enter into
this contract, and misrepresentation shall be grounds for Purchaser to rescind this contract.
12. Covenants: All of the covenants, warranties, representations and agreements in this contract
shall survive closing and shall run with the land and extend to and be binding upon the heirs,
executors, administrators, successors and assigns of the respective parties.
13. Integration: All negotiations, considerations, representations and understandings between the
parties are incorporated in this document.
14. Authority to Sign: No employee or agent of Purchaser (other than an authorized officer) has
authority to execute this Contract or make any other warranty, representation, agreement or
undertaking. This document will become effective and binding only upon execution and delivery by
Seller and an authorized officer of Purchaser.
PCONTSIM (3.93)/ REI2A.DOCN428/93
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SELLER AND PURCHASER, by their execution below, indicate their consent to the terms of
this contract.
SELLER: PURCHASER: McDONALD'S CORPORATION
(SEAL) By:
Vice President
DATE: DATE:
WITNESS: `WITNESS:
WITNESS: WITNESS:
pcontsim.doc
ATTACH ACKNOWLEDGMENT CERTIFICATES BY A NOTARY PUBLIC)
PCONTSIM (3 -93)/ REI2A.DOC 0428/93
ATTEST:
(SEAL)
Assistant Secretary
4
(SEAL)
STATE OF ILLINOIS )
) SS:
COUNTY OF DUPAGE )
ACKNOWLEDGMENT - McDONALD'S
(Attestation required)
I, , a Notary Public in and for the county and state
aforesaid, DO HEREBY CERTIFY that , Vice - President
and Assistant Secretary of McDonald's Corporation, a
Delaware corporation, who are personally known to me to be the same persons whose names are
subscribed to the foregoing instrument as such Vice- President and Assistant Secretary appeared before
me this day in person and acknowledged that they signed, sealed and delivered the said instrument as
their free and voluntary act as such Vice - President and Assistant Secretary respectively and as the free
and voluntary act of said corporation for the uses and purposes therein set forth.
Given under my hand and notarial seal, this day of , 19
Notary Public
STATE OF ILLINOIS )
) SS:
COUNTY OF DUPAGE )
My commission expires
ACKNOWLEDGMENT - McDONALD'S
(No attestation required)
I, , a Notary Public in and for the county and state
aforesaid, DO HEREBY CERTIFY that , Vice - President
of McDonald's Corporation, a Delaware corporation, who is personally known to me to be the same
person whose name is subscribed to the foregoing instrument as such Vice - President appeared before
me this day in person and acknowledged that he signed, sealed and delivered the said instrument as his
free and voluntary act as such Vice - President and as the free and voluntary act of said corporation for
the uses and purposes therein set forth.
Given under my hand and notarial seal, this day of , 19
Notary Public
My commission expires
STATE OF
) SS:
COUNTY OF
I, , a Notary Public in and for the county and state
aforesaid, DO HEREBY CERTIFY that and
of who (is)(are)
personally known to me to be the same person(s) whose name(s) (is)(are) subscribed to the foregoing
instrument appeared before me this day in person and acknowledged that (he)(she)(they) signed, sealed
and delivered the said instrument as (his)(her)(their) free and voluntary act for the uses and purposes
therein set forth.
Given under my hand and notarial seal, this day of , 19
Notary Public
STATE OF
) SS:
COUNTY OF
ACKNOWLEDGMENT - INDIVIDUAL
My commission expires
ACKNOWLEDGMENT - CORPORATE
I, , a Notary Public in and for the county and state
aforesaid, DO HEREBY CERTIFY that , President
and Secretary of
, a(n)
corporation, who is personally known to me to be the person whose name is subscribed to the
foregoing instrument as such President, appeared before me this day in person and acknowledged that
they signed, sealed and delivered the said instrument as their free and voluntary act as such President
and Secretary respectively and as the free and voluntary act of said corporation for the uses and
purposes therein set forth.
Given under my hand and notarial seal, this day of
19
My commission expires
Notary Public
Bessesen
Properties
Inc.
Mr. James Kerrigan
City of Hopkins
1010 First Street South
Hopkins, Mn. 55343
April 15, 1993
RE: Purchase offer for 302 Blake site
Dear Mr. Kerrigan:
In response for your request for concept drawings for the
proposed development at the above referenced site, let me
describe to you the approach that our buyer would like to take.
Mr. Shaller is the CEO of Big Wheel/ Rossi Auto Stores whose
objective is to build to suit and lease to his company a facility
that would provide automobile servicing. The company has been
developing a business plan for this concept for several months
and have identified this location with our assistance as an ideal
si:e to build their prototype. At this time, they have not
designed a specific building but let me describe what it will
consist of.
The project will consist of a 8 -12 bay high tech service
center for the servicing of domestic and foreign automobiles.
Their will be no sales of gasoline and no underground storage of
any petroleum products. The emphasis will be on highly trained
technicians working in an extremely clean and professional
environment. The customer waiting area will be first class with
shuttle services to nearby shopping and places of employment.
Their will be no retailing of parts on the premises.
The building design will be of equal or greater quality and
appeal to the Midwest Auto Mall which you are familiar with.
Special attention will be given to visual appeal in site
planning, landscaping, and construction detail.
Our desire is that you execute the purchase agreement, and
upon that event, Mr. Shaller will immediately direct his
architect to begin concept drawings and preliminary site plans
for your reviewal. Obviously, he is reluctant to spend the time,
money, and effort to produce this material if he is not assured
that his offer will not be accepted except for, of course the
necessary fine tuning of the legal terms of the agreement. In
other words, he needs to be assured that you are prepared to sell
the property at the price he has offered, provided you approve of
his use, design, and site planning, before he spends serious
dollars on design.
Commercial — Industrial Real Estate
33 10th Ave. So.
Suite 215
Hopkins, MN 55343
612 -935 -1258
Mr. Shaller and his company are very strong financially, and
as you know, already have two retail stores in your community,
providing jobs and merchandise.
Please consider this approach, understanding that his desire
is the same as yours, to present the concept as quickly as
possible to determine whether it is acceptable to the city in
order that neither party waste unnecessary time if the project is
not acceptable.
Sincerely,
Please call us if you have questions or further comment.
Barry C. Brottlund C.C.I.M.
John }3ess� n
cc /Richard Shaller
bb /BCB
Bessesen
Properties
Inc.
Mr. James Kerrigan
City of Hopkins
101 First Street South
Hopkins, mn. 55343
April 28, 1993
RE: Submital of Purchase agreement for 302 Blake Road
Dear Mr. Kerrigan:
33 10th Ave. So.
Suite 215
Hopkins, MN 55343
612 -935 -1258
Enclosed is the counter offer for your submittal to the
Council. We are waiting until we know whether you are prepared to
accept this offer in concept and substance before we begin to
produce drawings. Of interest to you should be the hours of
operation that this facility will keep. Weekdays will be 7:00
A.M. to 8 or 9:00 P.M., Saturday till 5:30 P.M. and closed
Sundays. The facility will built to exude quality of service and
professionalism. The impact on neighboring properties will be
negligible and there will be no overnight outdoor storage of cars
except on an emergency basis.
We are looking forward to working with you on this project.
Sincerel ,
John Bessessen
Bessessen Properties, Inc.
33 10th. Ave. South
Hopkins, Mn. 55343
Commercial — Industrial Real Estate
^^ -
THIS AGREEMENT, made as of this 15th day of April, 1993, by
and between the City of Hopkins, a Minnesota Municipal
Corporation ("Seller") and Richard B. Shaller ("Buyer").
WHEREAS, Seller is now the fee owner of certain real
property situated in the County of Hennepin, ,State of Minnesota,
commonly known as 302 Blake Road, Hopkins, Minnesota, and
legally described in Exhibit A attached hereto and made a part
hereof;
and
PURCHASE AGREEMENT
WITNESSETH:
WHEREAS, a certain building and improvements (which together
are hereinafter referred to as the "Building") are located on
said real property (the Building and real property being
hereinafter referred to as the,"Propa't>
HOW, THEREFORE, in consideration of the mutual covenants and
conditions hereinafter expressed, the [ornest Money (as set forth
below), and other good and valuable consideration, the adequacy
and receipt of which is hereby acknowledged, Buyer and Seller
agree as follows::
1. SALE. Buyer agrees to purchase the Property from
Seller, and Seller agrees to sell the Froperty to Buyer on the
terms and subject to the conditions hereinafter set forth.
2^ PURCHAS--P Buyer agrees to pay the
amount of One Hundred Twenty-Five Thousand and 00/100 Dollars
($125,0()0.00) for the Property ("Purchase Price") in the
following manner:
a. Earnest money in the amount of One Thousand and 00/100--
Dollars ($1 receipt which amount is hereby
acknowledged by Seller. Said Earnest Money shall be
deposited in the trust account of broker, Bessesen
Properties, inc.
b. The balance by cash at the date of closing.
V�-�
i'°,^«� 7/-//r
3^ DATE-OF CLOSING- The date of closing shall be on or
before (at Buyer's option) September 15, 1993 provided all
conditions are satisfied herein; at which time Seller shall
deliver a Warranty Deed for the Property and such other
documentation referred to at paragraph 7 hereof. Time being of
the essence, in Uhe event the transaction does not k.los�' on or
before the September 15, (through no fault of Buyer and Buyer is
ready, willing and able to perform its obligations hereunder),
this Purchase Agreement shall terminate, and Seller
immediately reimburse to Buy*r any and all Earnest Money. In the
event all the conditions set forth herein are satisfied, Buyer
will close within 30 days of satisfaction of all the conditions
described herein.
a.
Seller represents that all real estate taxes and
installments of special assessments due and
payable in all years prior to the year of Closing
have been paid in full. Real estate taxes due and
payable in the year of Closing shall be paid by
the Seller. Unpaid, levied, and pending special
assessments existing on the date of Closing shall
he paid by Seller on the date of Closing. Uuyer
���
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a . ue
5^ DOCUMENT INSPECTlON/COHDITIONSPRECEDENT. Within the
specified time periods, or as soon thereafter as reasonably
practical, and at Seller's cost, Seller shall provide Buyer with
the items indicated below.
Within 15 days of acceptance by all parties herein:
a. A current Registe,ed Property Abstract or Abstract
of Title certified to date. Seller may alternately
provide a Title Commitment. If Seller provides. a
Registered Property Abstract or Abstract of Title,
Buyer shall pay all 'Title Commitment Fees. Copie of all
mortgages, assignments of rent, security agreements or
other liens affecting the Property shall be provided
with the Registered Property Abstract or Title
Commitment. In any event Buyer shall pay the co of
any title insurance policy issued in connection with
this Agreement.
Buyer s|/all be allowed sixt)' (20) days after receipt of
said Registered Property Abstract or Title commitment
for examination and the making of any objections as to
marketability of title of the ProperLy. Said objections
lo be made in writing or deemed waived. If any
objections are so made, the Seller shall he allowed One
Hundred Twenty (120).dars to make such title markptable.
2
Pending correction of title, the payments hereunder
required shall be postponed, but upon correction of
. title and within ten (10) days after written notice of
correction to the Buyer, the parties shall perform this
agreement according to its terms. Seller shall pay for
the cost of issuing the title commitment and Buyer shall
pay the owner's title insurance premium.
Within 15 days of acceptance by ally' parties hereto, Seller shall,
at own expense, provide the following:
Prints of the survey of the Property attached to this
agreement as Exhibit A.
�
h. Copies of all easements, restrictions and other
encumbrances or servitudes benefiting or burdening the
Property.
c. Current real estate tax statements.
d. Copios of any and all existing soil tests and
environmental tests previously done relating to the
Property which are in Seller's possession or aro
available to Seller.
Within sixty (60) days of acceptance of this Agreement and
at Buyer's cost, Buyer shall obtain the following:
a. Report commonly known as a "Phase I" report from a
reputable environmental consultant as to the presence of
any hazardous materials on or affecting the Property.
For purposes of this Agreement, "hazardous materials"
refers to any asbestos, urea-formaldehyde foamed-in-
place insulation or poly-chlorinated biphenyl, or an
other hazardous or toxic materials, the use, handling,
storage, manufacture, transportation or disposal of
which is regulated by any federal, state or local law,
ordinance, rule, regulation or policy. If Buyer elects
to obtain a Phase II environmental report, all expenses
associated therewith shall be paid by the Buyer. Bu
� hall notify Seller within 20 days of receipt of the
phase J report of such election.
b. Soil tests to determine the correction, if any, that may
be necessary to con�Lruct the size and type of
building upon the site that the Buyer is proposing,
which is a Big Wheel/Rossi automotive service facility
(the "Improvements")
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Buyer shall have twenty (20) days after receipt of each or: the
as Phase I environmental report and soil tests to
be obtained by Buyer to examine them ("Review Period"). In the
event the Buyer in its sole discretion is not satisfied with such
documenis, Buyer may cancel Lhis Agreement by written notice to
Seller any time within the Review Period and in such event this
Agreement shall be null and void A:nd Buyer's earnest money shAll
be promptly retu,ncd. Boyer shall protect, indemnify and hold
Seller harmless from all damage and expense associated with
testing, inspection and surveying to be performed by or on behalf
of Buyer.
6^ SITEPLANAPPROVAL. Within 60 days of the date of this
agreement, Buyer shall design, in cooperation with the City of
Hopkins planning staff, a site plan including; building size,
shape, and configuration; parking layout, landscaping; access and
egress; signage (building and pylon) and complying with all
requirements of the codes and ordinances of the City of Hopkins;
for their intended use of auto service. Buyer shall also submit
ao application for a Conditional Use Permit within 30 days of the
date of this agreement, with ^ll expenses incurred in connection
with the preparation and submission of the site plan and
Conditional Use Permit shall be paid by the Buyer. Buyer shall
also submit to the City of Hopkins all applications, fees plans
and specifications as shall be required for approval of Buyers
planned construction of the Improvements. In the event Buyer has
not obtained al] required approvals for construction of the
Improvements by September 1, 1993, this agreement shall become
nun and void and the earnest money .holl be returned to Buyer,
Seller makes no warranty the Property is suitable for Buyer's
intended use. Buyer shall be solely responsible for all
requirements of the Ci{Y of Hopkins for approval of Buyer's
proposed development.
7^ DEMOLITION. '61tr shall perform within 30 days
fo]lowinq the closing, the physical removal of the existing
structure that is on the property and all debris as a esult of
such remmva]' This work shall be �+ ��.� ""� �."=.�^. ,.+ ��"
' ��� -'---h-- abandoned ~~^l^^�^''~^co a
~'`^~
with all state, city and federal regulations, at the expense of
the
S. DOCUMENTS TOBE DELIVERED ON DATE OFCLOSING. Subject
to full, complete and timely performance by Buyer of its
obligations herein, Seller shall deliver to Buye on the date of
Closing the documentl) indicated below:
Two originals of the conveyancing instrument
contemplated at paragraph 3 hereof, duly executed and
acknowledged by Seller.
b. Affidavit, in the customary form, relative to judgments,
federal tax liens, mechanic's liens, bankruptcy and
outstanding interests in the Property and non-foreign
ownership.
c. Assignment of all existing leases approved by Buyer
together with an assumption b Buyer and consent of
third party.
d. Fully executed termination of any lease not approved by
Buyer.
e. Corporate rci,olution or other appropriaie resolution in
written form acknowledging the authority of the persons
executing documents on behalf of Seller to act on behalf
of Seller.
Seller shall pay for any deed tax and the cost of recording any
documents necessary to establish marketable, insurable and record
title in Seller. Buyer and Seller agree to execute any further
insLrumenLs, documents and agreements reasonably necessary to
effectuate the terms of the '.ale of the Propert as described in
Agreement.
9^ F ANDWARRAHTIESOFSELLER. Seller
represents, warrants and agrees now and as of the date of Closing
as follows::
Seller agree:, to convey to Buyer, together with the
Property, all such right, title and interest of Seller,
including without limitation, all of Seller's right,
title and interest in any streets or easements adjacent
{hereto which may he vacated, abandoned or released in
the future.
h. That the Property is a separate parcel which may be
transferred without platting or subdivision approval.
c. That there are no existing proceedings nor, to the hest
of Seller's knowledge, any (h,cateoed proceedings
against the P; c:ul:c::; 1:.> or owners thereof, either
administrative or judicial, on account of any alleged
violation of any laws, any rules, regulations or order,
and that there is no litigation or condemnation pending,
nor to the best of Seller's knowledge, threatened, which
would affect the Property or the use thereof by Buyer.
d. That the person executing this Agreement on behalf of
Seller has full authority to bind the Property and the
Seller to this Agreement.
1O
^ LOSS. The risk of loss from fire or other
casualty shall remain on Seller a/ntil Closing. if prior to
Closing any improvements on the Property are damaged by fire or
other casualty, Seller shall notify Buyer in writing of the
casualty within three (3) days of its occurrence and Buyer shall
within twenty (20) days of the notice have the election of
proceeding with the closing or canceling this Purchase Agreement
and receiving back the earnest money deposited, all subject to
the terms of any lease of the Property.
11. CQUDENHAT9N. The risk of loss from condemnation or
threat thereof shall remain on Seller until Closing. If prior to
Closing any of the Property is condemned under the power of
eminent domain or is the subject of a threatened condemnation.
Seller shall notify Buyer in writing of that threat or
condemnation within three (3) days of its occurrence. Buyer
shall within ten (10) days of the notice have the option of
proceeding with the Closing and receiving the award or
condemnation payment (or any assignment thereof if the same is
not received b)- Closing), or canceling this Purchase Agreement
and receiving back the earnest money deposited, all subject to
the terms of any lease of the Property.
12^ REAL--ESTATE_JAROKERS. Seller and Purchaser each
represents and warrants to the other that neither has employed
any real estate agent, broker or finder in connection with the
contemplated Lransaction, with the exception of Bessesen
Properties, Inc. Seller further acknowledges *hat Bessesen
Properties, Inc. is entitled to a fee of ten percent (10%) of the
Purchase Price, subject to the terms and conditions of the Fee
Agreement attached hereto as Exhibit B. Such foe shall be paid
entirely by the Seller a{ the date and time of Closing.
13. M �
Seller and Buyer do hereby acknowledge that time is of
the essence of this Agreement.
b. All notices, demands and requests which may be given or
served or which are required to be given or served by
either party to the other ::;hall be in writing and shall
be personally delivered or sent via UniLpd States mail,
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15.
certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to Seller:
If to Buyer:
City of Hopkins
1010 First Street South
Hopkins, Minne 55343
Attn: James Kerrigan
Richard B. Shaller
Big Wheel Auto Stores
2300 Pilot Knob Road
Mendota Heights, Minnesota 55120
Notices, demands and requests by the Seller or Buyer in
the manner afcresaid shall be deemed sufficiently served
or given for all purposes hereunder two days after the
time of such notice, demand or request shall be mailed.
Either party may change the place to which notice is to
be sent by serving a written notice thereof upon the
other in accordance with the terms hereof.
d. This Agreement shall inure to the benefit of and shall
be binding upon, the heirs, administrators, successors
and assigns of the parties hereto. Buyer shall have the
right to assign its rights in this Purchase Agreement
prior to Closing subject to Seller's reasonable right of
approval.
e. This offer shall expire at 5:00 P.M. on May' 31, 1993
unless prior thereto it is accepted by Seller and an
executed copy thereof delivered in Buyer.
This Agreement shall be construe// jn accordance with lhe
laws of the state in which the Property is located.
EMELEIIQUAE_PlEpp EMENTS
a. If Buyer shall fail to commence construction of the
Improvements within 300 days from the of the receipt of a
building permit, Seller shall have the option to re=enter and
take possession of all of the real p described in Exhibit
A hereto and to terminate and revp in Seller the e�tatc
conveyed to Boyer, it being the intent of this provision, the
conveyance of the Property to Buyer seal contain a condition
subsequent to the effect that Seller may, at its option, declare
a reversion in favor of Seller Lo the Property conveyed to Buyer,
and any assigns or successors in interest to the Property, shall
revert to and be vested in Seller, f. to the following
conditions::
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(i) Seller shall notify Duyer, in writing and wilhio
thirty (30) days following the termination of such 300 day
period, of Seller's intent to exercise the Option, �nd
(ii) Such notice shall be accompanicJ by Seller's, in
the amount of $110,500.
The Option shall terminate i/ Seller fails to exercise the same
in the manner specified in this subparagraph and Seller c;hAll,
upon reque from Buyer, furnish a recordable certificate
evidencing the termination of the Option. In addition, Seller
agrees to provide Buyer with a recordable certificate evidencing
the completion of construction of the Improvements and
termination of the Option upon issuance of a Certificate of
occupancy by the City of Hopkins.
SELLER: BUYER::
. . . ^
ua�eo: . 1993 Dated: 19
8
Parties: City of Hopkins, (Owner); and Bessesen Properties,
Inc., (Broker);
Wherein all parties herein mutually agree that:
1) Broker has shown and offered property at 302 Blake Road,
Hopkins, Mn. (a copy of the' legal description attached) to
Richard B. Shaller (Buyer).
2> The Buyer has expressed a desire to negotiate a purchase of
the above named property.
3) The commissions, should a purchase by Buyer be consummated
and closed, shall be structured as follows:
a) Teo Percent (10%) of the purchase price of the property.
)
The fees will be paid, in cash, at the time of closing to:
Bessesen Properties, Inc. '
33 10th. Ave. So. ff375
Hopkins, Mn. 55343
5) Broker warrants and represents that it is a licensed real
estate broker in the ftate of Minnesota and rcpreseotinq the
Buyer.
6) The commission payable to Broker shall be payable to Broker
only upon the successful closing of the sale of the property
described in the Purchase Agreement between Owner and Buyer dated
,1993 in accordance with the terms thereof.
Bessesen Properties, Inc. City of Hopkins
By Its By Its
EXHIBIT B
FEE AGREEMENT
•
FEE AGREEMENT
Parties: City of Hopkins, (Owner); and Bessesen Properties,
Inc., (Broker);
Wherein all parties herein mutually agree that:
1) Broker has shown and offered property at 302 Blake Road,
Hopkins, Mn. (a copy of the legal` description attached) to his
Buyer.
2) The Buyer has expressed a desire to negotiate a purchase of
the above named property.
3) The commissions, should a purchase be consummated and closed,
shall be structured as follows:
a) Ten Percent (10 %) of the purchase of the property.
4) The fees will be paid, in cash, at the time of closing to:
Bessesen Properties, Inc.
33 10th. Ave. So. #375
kins, Mn. 55343
B sesen Prorties7, Inc. City of Hopkins
By Its
tly Its