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18-075i i' it1 RESOLUTION 18 — 075 RESOLUTION APPROVING PURCHASE AGREEMENT FOR CITY -OWNED PARCEL LOCATED AT 22000 STRATFORD PLACE WHEREAS City Staff received an inquiry about purchasing of a city -owned parcel located at 22000 Stratford Place to construct a single - family dwelling; and, WHEREAS Staff reviewed the request and evaluated potential uses for the property and recommends that the City Council approve the sale of the property because no future city use was determined; and, WHEREAS A purchase agreement was prepared by the city attorney and reviewed and approved by the potential buyer, who signed the agreement on July 19; and, WHEREAS The Planning Commission met on July 17 and found that the disposal of this parcel is consistent with the city's comprehensive plan, NOW THEREFORE BE IT RESOLVED by the Shorewood City Council, that; 1. The Council finds the sale is in the best interest of the city and approves the sale of the property with the address 22000 Stratford Place 2. The purchase agreement as attached to this Resolution is approved. 3. Recommends that the platting process begin as soon as possible. 4. Directs staff work with the buyer and others to ensure the sale is completed in a timely manner. Adopted this 23rd day of July, 2018. Scot erby, Ma r wl 40k, T 0� Sandie Thone, City Clerk PURCHASE AGREEMENT by and between The City of Shorewood and William Coldwell r PARTIES. This purchase agreement (the "Purchase Agreement ") is made this 5 day ofMay, 2018, by and between the City of Shorewood, a political subdivision of the State of Minnesota (the "Seller "), and William P. and Margaret M. Coldwell, husband and wife, (the "Buyer "). 2. SUBJECT PROPERTY. The Seller is the owner in fee simple of real estate located at 22000 Stratford Place in the City of Shorewood, Hennepin County, Minnesota, which is currently legally described as Outlot A, Woodhaven Second Addition, PID 351.1723330026, attached hereto as Exhibit A (the "Property "). 3. OFFER/ACCEPTANCE. In consideration of the mutual agreements between the Seller and the Buyer contained herein, the Seller agrees to sell the Property to the Buyer, and the Buyer agrees to purchase the Property from the Seller. 4. CONTINGENCIES. This Purchase Agreement is contingent upon the satisfaction of the following conditions: A. Approval of this Purchase Agreement and sale of the Property hereunder by the Shorewood. City Council, the Seller's official governing body; B. Satisfaction of the Buyer with the results of the environmental inspection and soil tests conducted under Section 8 of this Purchase Agreement; C. The Buyer's examination of title as provided at Section I1 of this Purchase Agreement; and D. Seller obtaining all necessary approvals for re- platting the Property from Outlot A, Woodhaven Second Addition to Lot 1, Block 1, to Re -Plat of Woodhaven Second Addition. The parties shall have until the date of the closing of the sale of the Property ( "Closing ") to satisfy the foregoing contingencies. The contingencies set forth in B and C are solely for the benefit of the Buyer and may be waived in writing solely by the Buyer. If the contingencies are duly satisfied or waived in writing by the Buyer as applicable herein, then the Buyer and the Seller shall proceed to close the transaction as contemplated herein. If, however, one or more of the contingencies is not timely satisfied and is not waived in writing by the Buyer, or by the Buyer and the Seller, as applicable herein, then this Purchase Agreement shall thereupon be void, at the option of the Buyer or at the option of the Buyer and the Seller, as applicable herein. If this Purchase Agreement is voided at the option of the Buyer or at the option of the Buyer and the Seller, as 4826- 9195- 7094.1 S -1 applicable herein, then the Buyer and the Seller shall execute and deliver to each other a termination of this Purchase Agreement. 5. PERSONAL PROPERTY INCLUDED Ilia SALE. The following items of personal property and fixtures owned by the Seller and currently located on the Property are included in this sale: None. 6. PURCHASE PRICE AND TERMS: The total Purchase Price for the Property is One Hundred and Fifty -Five Thousand Dollars ($155,000). The Seller acknowledges it does not have any tenant on the Property who is entitled to any relocation services or relocation benefits. The Buyer shall pay an Earnest Payment of Five Thousand Dollars ($5,000) upon execution of this Purchase Agreement and the balance of the full Purchase Price to the Seller at the Closing. There are no improvements necessary to be made to the Property. 7. CLOSING DATE. The Closing shall take place on or before July , 2018, unless otherwise mutually agreed upon by the Seller and the Buyer. The Closing shall take place at Shorewood City Hall, or such other location as mutually agreed upon by the Seller and the Buyer. 8. ENVIRONMENTAL INSPECTION AND SOIL TESTS. After execution of this Purchase Agreement and before the Closing, the Buyer at its expense, and its duly authorized agents, servants or employees shall have the right to enter upon the Property for purposes of investigating, monitoring, testing or other similar activities necessary or appropriate to identify the existence and extent of a threat of release or a release of a hazardous substance, pollutant, or contaminant. The Buyer agrees to do no unnecessary damage to the Property, and to restore the Property to substantially the same condition in which it was found. The Buyer agrees to defend, indemnify, and hold harmless the Seller against any and all liability, loss, costs, damages, expenses, claims, liens, or actions including attorney's fees which the Seller may sustain, incur or be required to pay arising out of or by reason of any act or omission of the Buyer or the Buyer's agents, servants, or employees, in exercising the Buyer's right to enter the Property for environmental. inspection and soil tests, as stated in this section. The Buyer agrees to provide the Seller with a copy of any report prepared as a result of such examination and tests, upon the request by the Seller. Buyer shall have the right to assign the right to inspect and examine the Property to the Developer at the Buyer's sole discretion. If the Buyer assigns the right to inspect and examine the Property to the Developer, then the Buyer agrees to defend, indemnify, and hold harmless the Seller against any and all liability, loss, costs, damages, expenses, claims, liens, or actions including attorney's fees which the Seller may sustain, incur or be required to pay arising out of or by reason of any act or omission of the Developer, or the Developer's agents, servants, or employees, in exercising the Buyer's right to enter and work upon the Property for environmental inspection and soil tests, as stated in this section. 9. DOCUMENTS TO BE DELIVERED AT CLOSING. The Seller agrees to deliver the following documents to the Buyer at Closing: A. A recordable deed conveying marketable title to the Buyer, free and clear of any mortgages, liens or encumbrances other than matters created by or acceptable to the Buyer 4826 -9195- 7094.1 S.-2 B. Affidavit of the Seller confirming that the Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; C. A completed Minnesota Well Disclosure Certificate; D. Any notices, certificates, and affidavits regarding any private sewage systems, underground storage tanks, and environmental conditions as may be required by Minnesota statutes, rules or ordinances; E. Customary affidavits, certificates and such other documents as the Buyer may request to carry out this transaction; and 10. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. The Seller shall be responsible for all taxes attributable to the Property, including any deferrals or penalties, assessed against the Property up to the date of Closing. The Buyer shall be responsible for all taxes allocable after the Closing. B. The Seller shall pay at or before Closing all special assessments levied against the Property as of the date of Closing. 11. EXAMINATION OF TITLE; CURING TITLE DEFECTS. The Seller will provide to the Buyer a commitment for title insurance ("Commitment ") for the Property, and the Buyer shall have twenty (20) business days after receipt thereof to examine the same and to deliver written objections to title, if any, to the Seller, or the Buyer's right to do so shall be deemed waived. The Buyer shall pay the owner's permission for title insurance. The Seller shall have until Closing to make title marketable at the Seller's cost. In the event that title to the Property cannot be made marketable or is not made marketable by the Seller by Closing, then this Purchase Agreement may be terminated at the option of the Buyer. 12. CLOSING COSTS AND RELATED ITEMS. The Seller shall be responsible for the following Closing costs and related items: all charges relating to the filing of any instrument required to make title marketable; its own legal fees associated. with this transaction; any costs of preparation of a title commitment, including any abstracting fees and fees for standard searches with respect to the Seller and the Property; and any skate deed tax and conservation fee with respect to the quit claim deed. The Buyer shall be responsible for the following costs and related items: premiums required for issuance of the Buyer's title insurance policy, if purchased by Buyer; its own legal fees associated with this transaction; all other recording fees; fees of any soil tests, environmental assessments, inspection reports, appraisals, or other tests or reports ordered by the Buyer in connection with its purchase of the Property; and closing fees charged by the title company or closer. 13. POSSESSION /CONDITION OF PROPERTY. The Seller shall deliver possession of the Property to the Buyer at Closing in the same condition as the Property existed on the date of execution of this Purchase Agreement. Subject to the Developer obtaining necessary approvals to subdivide Outlot A, Woodhaven Second Addition, the Property will be sold "As -Is." 4826 -9195- 7094.1 S -3 14. SELLER'S WARRANTIES. The Seller has good, indefeasible and marketable title to the Property. The Seller has the legal capacity and is authorized to enter this Purchase Agreement. The Seller warrants that there has been no labor or material funlished to the Property for which payment has not been made. The Seller agrees not to place any liens or encumbrances on the Property after the date of execution of this Purchase Agreement. The Seller warrants that the Seller has not received any notice from any governmental authority regarding a violation of any regulation, ordinance, or law related to the Property. If the Property is subject to any restrictive covenants, then the Seller warrants that the Seller has not received any notice from any person or authority concerning a breach of those covenants. The Seller shall provide any notices which the Seller receives concerning a breach of those covenants to the Buyer immediately. The Seller discloses that the Property was previously used by Seller as a well and well house. 15. RELOCATI ®N BENEFITS; INDEMNIFICATION. The Seller acknowledges that neither it nor any tenant currently having an interest in the Property is being displaced from the Property as a result of the transaction contemplated by this Purchase Agreement and that neither the Seller nor any such tenant is eligible for relocation assistance or benefits or that the Purchase Price includes compensation for any and all relocation assistance and benefits for which it or any such tenant may be eligible. The provisions of this Section shall not merge with the deed and shall survive the Closing of the transaction contemplated by this Purchase Agreement. 16. TENANTS. The Seller warrants that there are no tenants on the Property with a lawful leasehold interest. 17. EASEMENTS. The Seller represents and warrants that there are no easements, or claims of easements, other than the easements dedicated in the re- platting process to be of public record on the Property. 18. BROKER COMMISSIONS. The Seller and the Buyer represent and warrant to each other that there is no real estate agent or broker involved in this transaction with whom either has negotiated, or to whom either has agreed to pay any agent or broker commission or fees. Each party agrees to defend, indemnify, and hold harmless the other for any and all claims for any agent or brokerage commissions or fees in connection with negotiations for purchase of the Property arising out of any alleged agreement or commitment or negotiation by the indemnifying party. 19. NO MERGER OF REPRESENTA'T'IONS, WARRANTIES. The representations and warranties contained in this Purchase Agreement will not be merged into any instrument or conveyance delivered at the Closing, and the parties shall be bound accordingly. 20. SUBSEQUENT SALE OF PROPERTY. The Buyer intends to develop the Property with a single family house and agrees to comply with all laws applicable to future resale of the Property. 4826 - 9195 - 7094.1 S -4 21. ENTIRE AG RE F'MENT; AMENDMENTS. This Purchase Agreement constitutes the entire agreement between the parties and no other agreement prior to this Purchase Agreement or contemporaneous herewith shall be effective except as expressly set forth or incorporated herein. Any purported amendment hereto shall not be effective unless it shall be set forth in writing and executed by both parties or their respective successors or assigns. 22. 13INDING EF'F'ECT; ASSIGNMENT. This Purchase Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. 23. NOTICE. Any notice, demand, request or other communication which may or shall be given or served by the parties shall be deemed to have been given or served on the date the same is deposited in the United States mail, registered or certified, postage prepaid and addressed as follows: If to Seller: Shorewood City Administrator 5755 Country Club Road Shorewood, MN 55331 If to Buyer: William P and Margaret M. ColdwelI 3501 Shore Drive Excelsior, MN 55331 with a copy to: Tim Keane Kutak Rock, LLP 60 South Sixth Street, Suite 3400 Minneapolis, MN 55402 or such other address as either party may give to another party in accordance with this Section 23. 24. DEFAULT; REMEDIES; SPECIFIC PERFORMANCE. If either party defaults in any of its obligations under this Purchase Agreement, then the other party may terminate this Purchase Agreement by written notice pursuant to Section 23 hereof. If this Purchase Agreement is not so terminated, then the Buyer or the Seller may seek actual damages for breach of this Purchase Agreement or specific performance of this Purchase Agreement, provided that any action for specific enforcement of this Purchase Agreement must be brought within six months after the date the party receives actual notice of the alleged breach. 4826- 9195- 7094.1 S_5 IN WITNESS WHEREOF, the Seller and the Buyer have executed this Purchase Agreement as of the date written above. By: By: 1�i�/ 11 rl7_1�17�l7� 1 C MARGARET M. COLDWELL, Buyer 4826 -9195 -7094. I S -6 DEPICTION OF THE PROPERTY 4826 -9195- 7094.1 A -1