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CR 91-254 Maetzold Field Purchase AgreementI November 15, 1991 Supporting Documents. MAETZOLD FIELD PURCHASE AGREEMENT Council Report: 91 -254 Proposed Action. Staff recommends adoption of the following motion: Approval of purchase agreement between the City of Hopkins and Independent School District #270 for the purchase of the property known as Maetzold Field and authorize the Mayor and City Manager to execute the agreement. Approval of this action will allow execution of this document. It is understood that if approved, staff is authorized to make minor changes to the agreement which do not change the overall impact. Overview. As a result of discussions with the City Council, staff has been negotiating with the Hopkins School District on the purchase of Maetzold Field. The school district has been interested in relocating their football activities from this site to Eisenhower. The purchase price which has been negotiated for this property is $280,000. This value is based on three appraisals of the property. The City Council has previously considered this purchase. Staff was authorized to prepare a purchase agreement. Primary Issues to Consider. o What is proposed for this site? o How will this be financed? o How was the value determined? o What are the specifics of the agreement? o Purchase agreement 6'4 °: Jo -s D. Kerrig , Planning & Ec nomic Development Director Analysis. Based on the action requested, the City Council has the following issues to consider: o What is proposed for this site? The City is proposing to maintain this site as an active recreational area. It will be upgraded over a two -year period to include the following improvements: o Three multi - purpose •ballfields primarily for Little League o A concession stand and storage building o New lighting o Path system o Off street parking area for the Hopkins Activity Center and youth sports activities o Install public address system o A youth football /soccer field o How will this be financed? The acquisition cost of this property is proposed to be financed through the 1990 Park Improvement Bond Issue. A grant application has been submitted to the MN Department of Trade and Economic Development to undertake the cost of the capital improvements. If this grant is not approved, the City has the following options: Utilize the site in its existing condition until such time as funds did become available to undertake improvements. o Transfer funds from another account. o Undertake a bond referendum. o Finance some of the improvements with 1990 bond issue proceeds (approx. $75,000 is available from this bond) o How was the value determined? The value for this property was based upon three appraisals: o J. Scott Renne, June 1991 - $280,00 o Russell Smith Appraisals, June 1991 - $322,000 o BCL Appraisals, July 1991 $280,000 (review appraisals of above two appraisals) What are the specifics of the agreement? Purchase price $280,000. o Closing date no later than March 2, 1992. The City has option to close earlier following 60 days written notice to the school district. o The school district to complete survey property. o City to pay 6% simple interest per annum on the purchase price, effective .November 1, 1991, until closing (purchase price to be increased by $46.03 per day) . o School district to remove all bleachers and repair any damages caused to the site by such removal. School district to remove light transformers as so directed by the City. o City has ability to terminate purchase agreement 60 days after execution if environmental contamination is found. (A phase I environmental study is presently being completed.) o The agreement terminates if the school district is unable to facilitate a transfer to the City of the state encumbered property located on this site. Alternatives. The City Council has the following alternatives regarding this issue: 1. Approve the action as recommended by staff. This will allow execution of the purchase agreement with the school district. 2. Continue for further information. 3. Propose changes or modifications to the purchase agreement. This action will require that the school district reconsider action on the agreement. THIS AGREEMENT is made and entered into this day of , 1991, by and between INDEPENDENT SCHOOL DISTRICT NO. 270, an independent school district organized and existing under the laws of the State of Minnesota and located in Hopkins, Minnesota and formerly known as Independent School District No. 274 (hereinafter called "Seller ") and THE CITY OF HOPKINS, a municipal corporation organized and existing under the laws of the State of Minnesota (hereinafter called "Purchaser "). WHEREAS, Seller is the owner of certain real property located in the County of Hennepin and State of Minnesota; and WHEREAS, Purchaser desires to acquire said property from Seller, all on the terms and conditions hereinafter set forth; and NOW, THEREFORE, in consideration of the foregoing and of the mutual terms, covenants, conditions and agreements hereinafter contained, it is hereby agreed by and between the parties hereto as follows: PURCHAS6.AGR 11 -10 -91 PURCHASE AGREEMENT 1. Sale of Property. Seller agrees to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase, acquire and take from Seller that certain real property, which is located in the County of Hennepin and State of Minnesota and more particularly described on Exhibit A attached hereto and hereby made a part hereof, together with all hereditaments and appurtenances thereunto belonging and also together with all improvements and fixtures located thereon, excepting therefrom bleachers which may be removed by the Seller as provided in paragraph 22 hereof and transformers which must be removed by the Seller as provided in paragraph 23 hereof (hereinafter collectively referred to as the "Subject Premises "). 2. Price. The purchase price to be paid by Purchaser to Seller for the Subject Premises shall be Two Hundred Eighty Thousand and No /100 Dollars ($280,000.00). The purchase price and other amounts payable pursuant to this Agreement by Purchaser to •Seller, unless otherwise specified in this Agreement, shall be paid as follows: (a) By wire transfer of immediately collectible funds through the Federal Reserve System on the date of PURCHAS6.AGR 11 -10 -91 (b) Only with Seller's consent, by certified checks or official bank checks drawn on any bank, savings bank, trust company or savings and loan associa- tion. 3. Definitions. the Closing to Seller's bank in Minneapolis, Minnesota; or (a) Business Day. A "business day" shall mean any day other than a Saturday, Sunday, or any day desig- nated as a legal holiday by the legislature of the State of Minnesota or the United States Congress. ( Date of this Agreement. The "date of this Agreement" shall be the date that the final of the two parties hereto executes this Agreement. 4. Closing. Seller and Purchaser agree that the closing of the sale of the Subject Premises contemplated hereby (the "Closing ") is to take place on a date to be determined as provided below, but not later than March 2, 1992 (the date of closing is hereinafter referred to as the "Closing Date "). Purchaser shall deliver written notice to Seller when Purchaser has determined that it is prepared to proceed to Closing hereunder. The parties hereto agree that the purchase price payable hereunder shall be increased by $46.03 per day for each day after November 1, 1991 through and including the date on which Purchaser shall so notify Seller in writing that it is prepared to proceed to Closing. When Purchaser has so notified, Seller that it is prepared to proceed to Closing, Seller shall proceed with reasonable promptness in preparation for Closing, which shall take place within sixty (60) days of Seller's receipt of such notice. The parties also agree that in the event that the Closing shall be delayed due to Seller's obligation to cure title objections pursuant to paragraph 9 hereof, then the purchase price shall not be increased as provided above from the time that the Purchaser makes such objections to title until the title objections have been cured or the 120-day period in which to cure title objections shall have expired, whichever occurs first. Seller shall on the Closing Date execute and, where necessary, deliver to Purchaser a Warranty Deed from Seller conveying all of the Subject Premises, subject to no liens, charges or encumbrances other than those described in Exhibit B attached hereto and made a part PURCHAS6.AGR 11 -10 -91 hereof (hereinafter the "Permitted Encumbrances "), to Purchaser and an affidavit indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving the Seller, that there has been no skill, labor or material furnished to the Subject Premises at Seller's request for which mechanics' liens could be filed which has not been paid for or for which provision for payment has not been made, and that there are no other unrecorded interests created by Seller in the Subject Premises of any kind. Seller shall also on the Closing Date pay all costs allocated to Seller hereunder. At Closing, Purchaser shall pay to Selier the purchase price and shall pay all closing costs allocated to Purchaser hereunder. The Closing and delivery of all closing documents shall take place at the offices of the law firm of Rider, Bennett, Egan & Arundel, 2000 Lincoln Centre, 333 South Seventh Street, Minneapolis, Minnesota. Sell agrees to deliver possession of the Subject Premises to Purchaser on the Closing Date. 5. Additional Closing Documents. Purchaser and Seller shall also execute and deliver at the Closing any certification required by the Registrar of Titles in and for Hennepin 'County in order to permit filing of the recordable closing documents to take place. 6. Contingency for Conveyance of Adjoining Property. Seller is the owner of certain real property which adjoins the Subject Premises and which, together with the Subject Premises, forms one functional parcel of real estate. Said real property is legally described on Exhibit C attached hereto (hereinafter the "Adjoining Premises "). The Adjoining Premises are subject to certain conditions subsequent and a right of reverter in favor of the State of Minnesota, as set forth in that certain deed of record in book 1586 of deeds, page 265, in the office of the Register of Deeds of Hennepin County. The parties hereby agree that Selier and Purchaser shall use reasonable efforts to obtain an agreement with the Board of Commissioners of Hennepin County and with the Minnesota Department of Revenue, pursuant to the provisions of Minnesota Statutes Chapter 282, that in the event of a reconveyance of the Adjoining Premises to the State of Minnesota, said Adjoining Premises shall promptly thereafter be conveyed to Purchaser, for no consideration but subject to the same conditions subsequent and right of reverter as are set forth in the above- referenced PURCHAS6.AGR 11 -10 -91 deed. In the event that Seller and Purchaser shall obtain such agreements, in form and substance satisfactory to both Seller and Purchaser in their reasonable discretion, Seller shall at the time of Closing so reconvey the Adjoining Premises to the State of Minnesota. The parties hereby agree that the obligation of Purchaser to purchase the Subject Premises shall be contingent on Seller's obtaining the agreement of the Hennepin County Board of Commissioners and the State of Minnesota as described above and that in the event that no such agreement has been obtained on or before 19 this Purchase Agreement shall be void and of no further force, and the parties shall execute such releases as may be necessary to evidence the termination of this Purchase Agreement. 7. Additional Conditions to Closing. The Closing of the transaction contemplated by this Agreement and the obligation of Seller to transfer the Subject Premises and of Purchaser to purchase the Subject Premises shall be subject to the following conditions: (a) The representations herein made by Seller and Purchaser shall be correct as of the Closing Date with the same force and effect as if such repre- sentations had been made on the Closing Date. (b) Seller and Purchaser shall have satisfactorily complied with the terms and conditions of this Agreement and executed and delivered the documents and instruments referred to in paragraphs 4 and '5 hereof. 8. Closing Adjustments. Any and all closing costs of any title company or agency for a title company for handling the actual Closing of the sale of the Subject Premises and Purchaser's attorneys' fees shall be paid by Purchaser. Seller shall pay in full the cost of the registered property abstract to be delivered pursuant to paragraph 8 hereof, all state transfer taxes to be affixed to the deed, if required by law to entitle the deed to be recorded, and Seller's attorneys' fees. Seller agrees to punctually pay all costs of operation of the Subject Premises accruing prior to the Closing Date, including by way of example all costs of electricity, gas, water, telephone, heating, repairs, maintenance and insurance. Purchaser shall be responsible for such . costs accruing on and after the Closing Date. PURCHAS6.AGR 11 -10 -91 9. Title Examination. Seller shall, as soon as reasonably possible following the date of this Agreement, obtain and deliver to Purchaser at Seller's expense a registered property abstract covering the Subject Premises. Said registered property abstract shall show good and marketable fee title of record in the Seller, subject to no liens, charges or encumbrances except the Permitted Encumbrances. Purchaser shall have a period of ten (10) business days for examination of title to the Subject Premises and the making of any objections thereto (other than objections to the Permitted Encumbrances), said objections to be in writing and delivered to Seller or Seller's attorney prior to the last business day of said ten business day period or to be deemed waived. If any such objections are so made, Seller shall be allowed a period of one hundred twenty (120) days in which to remove said objections. Seller further agrees to use all reasonable efforts and to expend such reasonable sums as may be reasonably necessary to remove said objections (other than the Permitted Encumbrances) in the event an objection is made. If Seller is unable to cure said objections by use of said good faith efforts and expenditure of such sums prior to the end of said 120 -day period, or prior to the end of any extension period Purchaser has granted to Seller to cure such objections, Purchaser may, at its option, elect either (a) to terminate this Agreement and declare it null and void, or (b) to close the sale described herein despite said failure, in which event Purchaser shall thereafter assume all cost and expense, including reasonable attorneys' fees, if any, of curing such objections. Purchaser agrees that Purchaser shall be solely responsible for the payment of any premium for a policy or policies of title insurance to be issued with respect to the Subject Premises. 10. Default. If either party hereto is in default in any of its obligations hereunder, the other party may terminate this Agreement by written notice to such defaulting party. Alternatively, upon default of either party hereto, the other party may seek specific performance from such defaulting party and shall be entitled to seek other remedies at law or in equity. Neither party shall be deemed in default hereunder unless such party fails to perform any of its obligations hereunder and such failure continues for ten (10) business days following receipt of written notice specifying such default. 5 Pt1RCHAS6.AGR 11 -10 -91 If this Agreement is terminated by either party, Purchaser shall have no further right, title or interest in the Subject Premises, and Purchaser agrees, upon request, to execute and deliver to Seller a quitclaim deed and release evidencing Purchaser's release to Seller of all of Purchaser's interest in the Subject Premises under and pursuant to this Purchase Agreement. 11. Representations and Warranties by Seller. Seller represents and warrants to Purchaser that: (a) Seller has all requisite power and authority to execute this Agreement and the closing documents listed in Paragraphs 4 and 5 hereof, and any offi- cer or officers of Seller who did or will execute the same for and on behalf of Seller have the power and the authority to do so and to bind Seller. (b) To the best of Seller's knowledge and belief, after due investigation, the conveyance of the Subject Premises pursuant hereto will not violate Seller's charter or bylaws, and Seller has duly taken all necessary action to authorize the execution and delivery of this Agreement and the performance of all transactions herein contemplated. 12. Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller that: (a) Purchaser has all requisite power and authority to execute this Agreement and the closing documents listed in Paragraphs 4 and 5 hereof, and any offi- cer or officers of Purchaser who did or will exe- cute the same for and on behalf of Purchaser have the power and the authority to do so and to bind Purchaser. (b) To the best of Purchaser's knowledge and belief, after due investigation, the conveyance of the Subject Premises pursuant hereto will not violate Purchaser's charter or bylaws, and Purchaser has duly taken all necessary action to authorize the execution and delivery of this Agreement and the performance of all transactions herein contemplated. 13. Assignment. Purchaser may not assign its rights, duties or obligations under this Agreement. 14. Notices. Any notice or election required or permitted to be given or served by any party hereto upon any other, PURCHAS6.AGR 11 -10 -91 except as •otherwise specifically provided for in this Agreement, shall be deemed given or served in accordance with the provisions of this Agreement, if said notice or election is directed to Seller, by delivering it personally to one of the officers of Seller specifically named below or if said notice or election is directed to Purchaser, by delivering it personally to Purchaser, or if mailed in a sealed wrapped by United States registered or certified mail, return receipt requested, postage prepaid, properly addressed as follows: If to Seller: With a copy to: If to Purchaser: With a copy to: Hopkins School District No. 270 Attn: Dr. Arthur Bruning, Superintendent 1001 Highway 7 Hopkins, Minnesota 55343 Rider, Bennett, Egan & Arundel Attn: J. Dennis O'Brien, Esq. and Terri L. Groen, Esq. 2000 Lincoln Centre 333 South Seventh Street Minneapolis, Minnesota 55402 The City of Hopkins Attn: Nelson W. Berg, Mayor 1010 First Street South Hopkins, Minnesota 55343 Jerre A. Miller 1011 S. First Street, #400 Hopkins, MN 55343 Each such mailed notice or communication shall be deemed to have been given to, or served upon, the party to which or to whom addressed on the date the same is deposited in the United States registered or certified mail, return receipt requested, postage prepaid, properly addressed in the manner above provided. Each suc1 delivered notice or communication shall be deemed to have been given to or served upon the party to whom delivered, upon the delivery thereof in the manner above provided. Any party hereto may change its address for the service of notice hereunder by delivering written notice of said change to the other party hereto, in the manner above specified, which notice shall become effective ten (10) days after the actual receipt thereof by the addressee. 15. Effective Date of Purchase Agreement. This Agreement shall become effective and shall be binding upon the 7 PURCHAS6.AGR 11 -10 -91 parties hereto only after it has been executed by each of the parties hereto and all Exhibits required hereby have been attached hereto. 16. 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. 17. Entire Agreement, Modification. This written Agreement constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreements between the parties with respect to the Subject Premises. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants and conditions herein set forth, and that no modification of this Agreement and no waiver of any of it terms and conditions shall be effective unless made in writing and duly executed by the parties hereto. 18. Binding Effect. All covenants, agreements_representa- tions, warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 19. Controlling Law. This Agreement has been made and entered into under the laws of the State of Minnesota, and said laws shall control the interpretation hereof. 20. Time of the Essence. Time is of the essence of this Agreement. 21. Waiver by Purchaser of Matters Relating to Property Conditions and All Representations of Seller Except as Set Forth in Paragraph 11 of this Agreement. (a) Hazardous Substances. Seller warrants, to the best of Seller's knowledge without investigation or inquiry, that Seller has no knowledge of the presence on or in the Subject Premises of any substance which would be deemed a "hazardous sub- stance" under the Minnesota Environmental Response and Liability Act, Minnesota Statutes, Chapter 1158. (b) Well Disclosure Statement. Seller warrants, to the best of Seller's knowledge, that Seller has no knowledge of the presence on or in the Subject Premises of any well. 8 PURCHAS6.AGR • 11 -10 -91 (c) Survey. Within thirty (30) days following the date of this Agreement, but not later than the Closing Date, Seller shall deliver to Purchaser a survey of the Subject Premises, which survey shall be prepared by a registered land surveyor in accordance with "Minimum Standard Detail Requirements for ALTA /ACSM Land Title Surveys," 1986 ed., shall be of current date and shall be certified to Purchaser. Said survey shall be provided at Seller's sole cost and expense. In the event that said survey shall reveal thereon any condition (other than those created by Permitted Encumbrances) which is unacceptable to Purchaser, in its reasonable discretion, then Purchaser may, at its option, terminate this Agreement upon written notice given to Seller within ten (10) business days following Purchaser's receipt of said survey. (d) Subject Premises Accepted in "AS IS" Condition. Purchaser shall have the right to enter upon the Subject Premises prior to Closing, but not later than sixty (60) days after the date hereof, for the purpose of conducting soil tests and other inspec- tions thereof in order that Purchaser may make itself familiar with the physical characteristics of the Subject Premises. All such tests and inspections shall be conducted at Seller's sole cost and expense. In the event that Purchaser shall discover thereon or therein the presence of any hazardous substance, Purchaser may, at its option, terminate this Agreement upon written notice given to Seller prior to Closing, but in any event not later than said sixty (60) day .period after the date hereof. By purchasing the Subject Premises at Closing, Purchaser shall be deemed to have accepted and approved the condition of the Subject Premises in its presently existing condition. All of the Subject Premises are sold by Seller and purchased by Purchaser in an "AS IS" condition. Seller's Warranties Limited. In entering into this Agreement, Purchaser has not been induced by and has not relied upon any representations, warranties or statements made by Seller, whether expressed or implied, which are not expressly set forth in this Agreement, whether or not any such representations, warranties or statements were made in writing or orally. In executing and delivering this PURCHAS6.AGR 11 -10 -91 Agreement, Purchaser states that it will be relying only upon its own investigations made in advance of execution of this Agreement. Without limiting the generality of the foregoing provisions, Seller hereby disclaims any and all representations or warranties, whether express or implied and whether in writing or oral, concerning matters of zoning, survey or compliance by the Subject Premises with laws concerning the condition or use of the Subject Premises, unless said representations or warranties are set forth herein. 22. Removal of Bleachers. The parties hereby agree that the Subject Premises which are sold pursuant hereto shall not include the bleachers which are currently located thereon and affixed thereto. Notwithstanding the foregoing, Purchaser hereby agrees that said bleachers may remain on the Subject Premises, at no charge to Seller, following the Closing; provided, however, that Seller must, at Seller's sole cost and expense, cause said bleachers to be removed and repair any damage to the Subject Premises occasioned thereby on or before June 1, 1992. Seller hereby releases and forever discharges Purchaser from any loss or damage which may be occasioned to said bleachers while they remain on the Subject Premises pursuant to this Paragraph 22, except as to such loss or damage as maybe occasioned by the negligence or willful misconduct of the Purchaser. 23. Removal of Electrical Transformers. The parties hereby agree that the Subject Premises which are sold pursuant hereto shall not include electrical transformers which are affixed to light poles on the Subject Premises. Notwithstanding the foregoing, Purchaser hereby agrees that said transformers may remain affixed to the light poles on the Subject Premises, at no cost to Seller, following the Closing; provided, however, that Seller must, at Seller's sole cost and expense, cause said transformers to be removed and repair any damage to the Subject Premises occasioned thereby on or before June 1, 1992. Seller hereby releases and forever discharges Purchaser from any loss or damage which may be occasioned to said electrical transformers while they remain on the Subject Premises pursuant to this Paragraph 23, except as to such loss or damage as may be occasioned by the negligence or willful misconduct of the Purchaser. 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written, intending to be legally bound thereby and warranting authority to execute the same. PURCHAS6.AGR 11 -10 -91 11 SELLER: INDEPENDENT SCHOOL DISTRICT NO. 270 By : Its: By: Its: PURCHASER: THE CITY OF HOPKINS By: Its: By: Its: PURCHAS6.AGR 11 -10 -91 EXHIBIT A TO PURCHASE AGREEMENT LEGAL DESCRIPTION OF SUBJECT PREMISES Lots 1, 2, 3, 11, 12, 13, 14, 15, 20, 21, 22, 23 and 24, Block 75; Lots 13 to 16 inclusive, Block 76; and Lots 8 to 15 inclusive, Block 92, together with adjoining vacated portions of streets and alleys, all in West Minneapolis Second Division, according to the plat thereof on file or of record in the office of the Register of Deeds in and for said County. Subject to minerals and mineral rights reserved by the State of Minnesota (as to Lots 15 and 16, Block 76). Subject to watermain easement and incidental rights in connection therewith in and to that portion of the premises lying in 13th Avenue North, now vacated, reserved by the Village of Hopkins as set forth in the resolution of which a copy is of record in book 385, Miscellaneous Records, page 363. PURCHAS6.AGR 11 -10 -91 EXHIBIT B TO PURCHASE AGREEMENT LIENS, CHARGES AND ENCUMBRANCES EXHIBIT C TO PURCHASE AGREEMENT LEGAL DESCRIPTION OF ADJOINING PREMISES Lots 4 to 10, inclusive, and 16 to 19, inclusive, Block 75; Lots 1 to 9, inclusive, 13, 14, and 17 to 24, inclusive, Block 76; and Lots 12 and 13, Block 91, together with adjoining vacated portions of streets and alleys, all in West Minneapolis Second Division, according to the plat thereof on file or of record in the office of the Register of Deeds in and for Hennepin County, Minnesota.