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HomeMy WebLinkAbout6.m. Adelmann Purchase Agreement - County Road 73, City Project #399AGENDA ITEM: Adelmann Purchase Agreement County Road 73, City Project #399 AGENDA SECTION: Consent PREPARED BY: Andrew J. Brotzler, PE, City Engineer AGENDA NO. .m. ATTACHMENTS: Map; Purchase Agreement APPROVED BY: 12.1 RECOMMENDED ACTION: Motion to Enter into a Purchase Agreement with Gary Adelmann, 14145 Akron Avenue, and Authorize the Necessary Signatures. ROSEMOUNT ISSUE: BACKGROUND: CITY COUNCIL City Council Meeting: October 21, 2008 EXECUTIVE SUMMARY Consider purchase of property at 14145 Akron Avenue associated with planned improvements for Akron Avenue (County Road 73). As part of the planned improvements for Akron Avenue (County Road 73), the acquisition of right -of -way from four exception parcels to the larger adjacent properties is necessary. In early 2007, appraisals were completed and offers made to the four exception parcels for the proposed right -of -way acquisition. Due to the project schedule delay for Akron Avenue (County Road 73), there has been minimal work towards the acquisition of right -of -way until now with a more defined project schedule for Akron Avenue and associated trunk utility improvements that are under construction. Mr. Gary Adelmann, the owner of property located at 14145 Akron Avenue has approached the City and requested City consideration to purchase his entire property for the amount of $275,000. This amount is allocated as $255,000 for the property and $20,000 for business relocation benefits. With the proposed purchase of this property which is .48 acres, .08 acre, would be utilized for road and utility easement. The balance of the property, .40 acres would be available for City use or consolidation with adjacent property for development in the future. Of the proposed purchase price of $275,000, a cost of $51,400 is attributable to the planned Akron Avenue (County Road 73) project with 55 percent of this amount being reimbursed by Dakota County. The balance of $246,730 is proposed to be funded by the City core funds with any future use reimbursing this fund accordingly. Attached for Council consideration is purchase agreement with Mr. Gary Adelmann for the purchase of 14145 Akron Avenue. SUMMARY: Staff recommends Council authorize the purchase agreement with Gary Adelmann of 14145 Akron Avenue for the County Road 73 Improvements, City Project #399. G: \ENGPROJ \399 \Adelmann Purchase AgreementCC10- 21 -08.doc 2.11:31 4 LIETO .411 ill; I ;IVAI1∎ 1 T: /GIS /City/Maps/Departmental Maps/Engineering/Chris/14145 Akron Property Locate 1. PARTIES. This Purchase Agreement is made this day of 2008, by and between Gary D. Adelmann, a single person, "Seller and the CITY OF ROSEMOUNT, a Minnesota municipal corporation "Buyer 2. SUBJECT PROPERTY. Seller is an owner of that certain real estate (the "Property") located at 14145 Akron Avenue in Rosemount, Dakota County, Minnesota and legally described as follows: The South 100 feet of the following described property: Commencing at a point on the Northeast corner of the North 'A of the Northwest of Section 27, Township 115, Range 19; thence running due South on the section line 836.58 feet to the point of beginning; thence West 208.71 feet; thence South 208.71 feet; thence East 208.71 feet; thence North 208.71 feet to the place of beginning; all in Section 27, Township 115, Range 19, Dakota County, Minnesota, according to the Government Survey thereof. 3. OFFER/ACCEPTANCE. In consideration of the mutual agreements herein contained, Buyer offers and agrees to purchase and Seller agrees to sell and hereby grant to Buyer the exclusive right to purchase the Property, together with all appurtenances. 4. ACCEPTANCE DEADLINE. This Purchase Agreement shall be presented to the Buyer's city council within 30 days of the date it is submitted to Buyer, fully executed by Sellers herein. If the Buyer's city council does not approve this Purchase Agreement, this Agreement shall be null and void and all Earnest Money shall be refunded to the Buyer. 5. PURCHASE PRICE AND TERMS: A. PURCHASE PRICE: The total Purchase Price for the real estate included in this sale is Two Hundred Fifty -Five Thousand Dollars ($275,000.00) which is allocated as $255,000 for the Property and $20,000 for business relocation benefits to Seller. B. TERMS: (1) EARNEST MONEY. Seller acknowledges receipt of $1.00 as Earnest Money from Buyer. (2) BALANCE DUE AT CLOSING. Buyer agrees to pay the balance of the Purchase Price by check on the Closing Date, less any adjustments as provided by this Purchase Agreement. DEED/MARKETABLE TITLE. Subject to performance by Buyer, Seller agrees to execute and deliver a Warranty Deed conveying marketable title to the Property to Buyer, subject only to the following exceptions: (3) 340783v3 CBR RS220 -290 PURCHASE AGREEMENT 1 a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. c. Utility and drainage easements that do not interfere with Buyer's intended use of the Property. 6. DOCUMENTS TO BE DELIVERED AT CLOSING. In addition to the Warranty Deed required at paragraph 6B (2) above, Seller shall deliver to Buyer: A. Standard form Affidavit of Seller. B. Evidence satisfactory to Buyer that the interests of Betty Adelmann and Clarence Adelmann have been transferred to Seller. C. Evidence satisfactory to Buyer that the lease in favor of Christopher Siemers has been terminated as required by law and that all utilities for services to the Property have been paid. D. Stipulation of Dismissal in Court File No. 19HA -CV -08 -3171. E. Well disclosure certificate. F. Agreement re relocation benefits in the form attached as Exhibit A. G. Such other documents as may be reasonably required by Buyer's title examiner or title insurance company. 7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Buyer and Seller agree to prorate the real estate taxes due and payable in 2008. B. Seller shall pay at or before closing the unpaid balance of all levied special assessments. C. Buyer shall assume all special assessments against the Property that are levied or become pending after the date of this Purchase Agreement. For purposes of this agreement, an assessment becomes pending when the assessing authority orders the project after the completion of an improvement hearing pursuant to Minn. Stat. Ch. 429. 8. MARKETABILITY OF TITLE. The Seller, within a reasonable time after acceptance of this agreement, shall furnish Buyer with an abstract of title or registered property abstract of title to the Property for review by Buyer's title insurance company. If an abstract is not available, Buyer will obtain a commitment for a policy of title insurance from a title insurance company of Buyer's 340783v3 CBR RS220 -290 2 choice. Buyer shall have ten (10) business days after receipt of a title commitment based upon the abstract to examine the same and to deliver written objections to title, if any, to Seller. Seller shall have twenty (20) days after receipt of written objections to cure title defects, at the Seller's cost. In the event that title to the Property cannot be made marketable by the Seller by the Closing Date, then, at the option of the Buyer, this Purchase Agreement shall be null and void and the Earnest Money shall be refunded to the Buyer. 9. CLOSING DATE. The closing of the sale of the Property shall take place on a date to be mutually agreed upon by the Seller and Buyer, but no later than November 17, 2008. The closing shall take place at Buyer's offices, 2875 145 Street West, Rosemount, Minnesota, or such other location as mutually agreed upon by the parties. 10. CLOSING COSTS AND RELATED ITEMS. The Seller will be responsible for payment of abstract update costs or, in the absence of an abstract, the title research fees charged in connection with the title commitment. Seller is also responsible for recording fees of instruments required to establish marketable title in Seller prior to the recording of the Warranty Deed to Buyer. Unless otherwise provided herein, the Buyer shall be responsible for the payment of all closing costs and fees, including but not limited to state deed tax, conservation fees, title insurance premium, etc., except that each party shall be responsible for its own attorneys fees and costs. 11. POSSESSION /CONDITION OF PROPERTY/ESCROW. (a) Possession. The Seller agrees to deliver possession not later than December 31, 2008. "Date of Possession (b) Utilities. City water and sewer charges, electricity and natural gas charges, fuel oil and liquid petroleum gas shall be pro -rated between the parties as of the Date of Possession. Seller shall arrange for final readings as of the Date of Possession. (c) Condition of Property/Personal Property. Seller shall deliver possession of the Property to Buyer on the Date of Possession in the same condition as the Property existed on the date of this Purchase Agreement. The Seller agrees to remove all debris and all personal property not included herein from the Property before the possession date. Personal property not so removed shall be deemed forfeited to and shall become the property of the Buyer. (d) Escrow. Seller agrees that, at closing, the Buyer may retain One Thousand Dollars ($1,000.00) from the purchase price for the Property as an Escrow for payment of personal property removal, disposal charges and utility charges. The retained amount, less deductions provided for this in paragraph 11, will be delivered to Seller no later than 60 days following the date of closing or delivery of possession, whichever is later. Said funds shall be held by Kennedy Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow Agreement attached here as Exhibit B. (e) The City's ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the City's rights at law and equity to collect such amounts from Seller. The Seller is responsible for the amounts due under this paragraph even if: (i) the City neglects to deduct the amount from escrow; or (ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 11. (f) Tenant. The Property is now occupied by Gary Adelmann, as owner and Christopher Siemers under a house lease dated March 16, 2008. The parties agree that Seller will 340783v3 CBR RS220 -290 3 terminate Seller's lease with the Siemers effective prior to or as of the Date of Possession. Seller shall be solely responsible for payment of any security deposit due to Siemers. 12. DAMAGES TO REAL PROPERTY. If the Property is damaged prior to closing, Buyer may rescind this Purchase Agreement by notice to Seller within twenty -one (21) days after Seller notifies Buyer of such damage, during which 21 -day period Buyer may inspect the real property, and in the event of such rescission, the Earnest Money shall be refunded to Buyer. 13. DISCLOSURE; INDIVIDUAL SEWAGE TREATMENT SYSTEM. Seller discloses that there is an individual sewage treatment system on or serving the Property. Seller makes no representation or warranty regarding the condition of any individual sewage treatment system on the Property. 14. CONDITION OF SUBSOIL AND GROUND WATER. Seller hereby warrants to Buyer that during the time the Seller has owned the Property there have been no acts or occurrences upon the Property that have caused or could cause impurities in the subsoil or ground water of the Property or other adjacent properties. This warranty shall survive for a period of two years following the date of Closing. 15. WELL DISCLOSURE. Seller certifies that there is a well on the Property. 16. SELLER'S WARRANTIES. Seller warrants that there has been no labor or material furnished to the property for which payment has not been made. Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the Property. These warranties shall survive the closing of this transaction. 17. RELOCATION BENEFITS. Buyer and Seller acknowledge the following: (a) Buyer is purchasing the Property in connection with a road and utility improvement project; (b) Buyer initially proposed to acquire an easement over only a portion of the Property; (c) Seller proposed that Buyer purchase the entire Property; (d) if Buyer and Seller were unable to reach mutually agreeable terms for the purchase of the entire Property, Buyer would not acquire the entire Property but would acquire only an easement over a portion of the Property through eminent domain, and the easement would not cause any occupant to be displaced from the Property; (e) Seller entered into this Purchase Agreement with the express understanding that the Purchase Price represents a full and final compromise of any claim for just compensation of the Property and any business relocation benefits to which Seller might otherwise be entitled. Buyer expressly acknowledges that Buyer is responsible for providing relocation benefits and services to Seller's tenants and that Seller has no authority to waive tenant's rights to such benefits and services. 18. BROKER COMMISSIONS. The Seller and Buyer represent and warrant to each other that there is no broker involved in this transaction with whom either has negotiated or to whom either has agreed to pay a broker commission. Buyer agrees to indemnify Seller for any and all claims for brokerage commissions or finders' fees in connection with negotiations for purchase of the Property arising out of any alleged agreement or commitment or negotiation by Buyer, and Seller agree to indemnify Buyer for any and all claims for brokerage commissions or finders' fees in connection with negotiations for purchase of the Property arising out of any alleged agreement or 340783v3 CBR RS220 -290 4 commitment or negotiation by Seller. 19. NO MERGER OF REPRESENTATIONS, WARRANTIES. All representations and warranties contained in this Purchase Agreement shall not be merged into any instruments or conveyance delivered at Closing, and the parties shall be bound accordingly. 20. ENTIRE AGREEMENT; 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 shall not be effective unless it shall be set forth in writing and executed by both parties or their respective successors or assigns. 21. BINDING EFFECT; 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. Buyer shall not assign its rights and interest hereunder without notice to Seller. 22. 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: a. If to Seller: Gary D. Adelmann 14145 Akron Avenue South Rosemount, MN 55068 b. If to Buyer: City of Rosemount ATTN: Andrew Brotzler 2875 W. 145 St. Rosemount, MN 55068 340783v3 CBR RS220 -290 with a copy to: Corrine A. Heine, Esq. Kennedy Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 612 337 -9217 23. SPECIFIC PERFORMANCE. This Purchase Agreement may be specifically enforced by the parties, provided that any action for specific enforcement is brought within six months after the date of the alleged breach. This paragraph is not intended to create an exclusive remedy for breach of this agreement; the parties reserve all other remedies available at law or in equity. 24. COUNTERPARTS. This Purchase Agreement may be executed in any number of counterparts, each of which shall constitute on and the same instrument. 5 IN WITNESS WHEREOF, the parties have executed this agreement as of the above date. 340783v3 CBR RS220 -290 By: By: 6 SELLER Gary D. Adelmann BUYER: CITY OF ROSEMOUNT Its Mayor Its City Clerk EXHIBIT A AGREEMENT REGARDING RELOCATION BENEFITS THIS AGREEMENT REGARDING RELOCATION BENEFITS (this "Agreement is made as of the day of 2008, by and between Gary D. Adelmann "Seller and the City of Rosemount, a Minnesota municipal corporation "Purchaser RECITALS A. Purchaser has entered into a Purchase Agreement with Seller under which Seller has agreed to convey to Purchaser the property legally described on Exhibit 1 (the "Property").. B. Seller acknowledges he has been specifically advised as to residential and business relocation benefits that may be available to Seller in connection with the Property under the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended, and similar provisions under Minnesota law (together, the "Act such benefits being summarized in Exhibit B hereto. D. Seller and Purchaser desire to enter into this Agreement to confirm their understanding regarding the residential and business relocation benefits to be paid to Seller. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Business Relocation. Seller acknowledges that the Purchaser's performance of the terms and conditions of the Purchase Agreement, satisfies in full any amounts for business relocation assistance or relocation benefits that Purchaser otherwise may be obligated to pay to Seller under the Act or any other federal or state law with respect to the relocation of Seller's business, and that performance of the Purchase Agreement will constitute full compensation due Seller for all claims of any description against Purchaser under the Act, including but not limited to attorneys' fees, relocation benefits, and any damages to the going concern or goodwill of any business located on the Property. 2. Residential Relocation. Seller acknowledges that Seller is not entitled to a replacement housing differential payment. Buyer agrees to reimburse Seller for moving costs and closing costs in connection with Seller's residential move, upon Seller's submission of documented claims as required by applicable law and regulation. 3. Seller acknowledges that no threats have been made by Purchaser to Seller or any representative of Seller (either expressly or by implication) that if Seller did not sell the entere Property, the entire Property may be acquired by the Purchaser under the power of eminent domain. Seller acknowledges that Seller has been informed in writing that Purchaser would not acquire the entire Property unless the parties reached a mutually satisfactory agreement. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first above written. 340783v3 CBR RS220 -290 340783v3 CBR RS220 -240 SELLER: Gary D. Adelmann PURCHASER: CITY OF ROSEMOUNT By: Its Mayor By: Its City Clerk The South 100 feet of the following described property: Commencing at a point on the Northeast comer of the North 1/2 of the Northwest of Section 27, Township 115, Range 19; thence running due South on the section line 836.58 feet to the point of beginning; thence West 208.71 feet; thence South 208.71 feet; thence East 208.71 feet; thence North 208.71 feet to the place of beginning; all in Section 27, Township 115, Range 19, Dakota County, Minnesota, according to the Government Survey thereof. 340783v3 CBR RS220 -290 EXHIBIT 1 Legal Description of Property 1 THIS AGREEMENT entered into this day of 2008, by and between Gary D. Adelmann "Seller the CITY OF ROSEMOUNT, a Minnesota municipal corporation ('City' or `Buyer and KENNEDY GRAVEN, CHARTERED "Escrow Agent" or "Agent A. Seller and Buyer have entered into a Purchase Agreement dated 2008 "Agreement for the sale of property located at 14145 Akron Avenue, Rosemount, Minnesota and legally described as The South 100 feet of the following described property: Commencing at a point on the Northeast corner of the North 1/2 of the Northwest 1/4 of Section 27, Township 115, Range 19; thence running due South on the section line 836.58 feet to the point of beginning; thence West 208.71 feet; thence South 208.71 feet; thence East 208.71 feet; thence North 208.71 feet to the place of beginning; all in Section 27, Township 115, Range 19, Dakota County, Minnesota, according to the Government Survey thereof (the Property"). B. The parties desire to close the sale of the Property on The parties agree as follows: EXHIBIT B Escrow Agreement RECITALS AGREEMENT 1. Delivery of Possession. Seller shall deliver possession of the Property to Buyer on or in accordance with the Purchase Agreement entered into by the parties. The Purchase Agreement requires the Seller to pay all utilities and to remove all personal property from the Property upon closing. 2. Escrow. (a) Upon closing and execution of this Agreement, Seller agrees to deposit into escrow the sum of $1,000.00 (the "Escrowed Funds from the purchase price, to be held by Agent in a non interest bearing account. (b) Within 10 days after notification to City and Escrow Agent by Seller that Seller has delivered possession, Buyer shall provide to Agent (with copy to Seller) evidence of expenses incurred for the removal and disposal of personal property and for payment of utility charges for services provided to the Property prior to date of possession, if any. Agent shall reimburse Buyer for the incurred expenses from the Escrowed Funds within 7 days following receipt of such evidence from Buyer. (c) Agent shall deliver to Seller the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 2(b) above, no later than 30 days following vacation of the Property by Seller. 340783v3 CBR RS220 -290 1 7. Escrow Agent Liability. The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow Agreement. Seller and Buyer understand that Agent is legal counsel to the Buyer and each consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent acceptable to Seller and Buyer. Seller consents to Agent's continued representation of Buyer after a deposit is made, and Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. 8. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: 340783v3 CBR RS220 -290 SELLER: BUYER: AGENT: Gary D. Adelmann 14145 Akron Avenue South Rosemount, MN 55068 City of Rosemount Attn: Andy Brotzler 2875 West 145 Street Rosemount, MN 55068 Kennedy Graven, Chartered ATTN: Corrine H. Thomson and Catherine B. Rocklitz 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above. 1 BUYER: CITY OF ROSEMOUNT By: Gary D. Adelmann Its Mayor And by: Its City Administrator SELLER: ESCROW AGENT: KENNEDY GRAVEN, CHARTERED By: 340783v3 CBR RS220 -290 1