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HomeMy WebLinkAbout11.c. Acceptance of Repairs, Inc. Repurchase Agreement4200 IDS CENTER IN DENVER 80 Same F*Km STPjwr L RVOUI6T, VENNUM & CHAMTENSEN MiN mous. NNNNEsam 55402-2205 60017TH STREET. SurtE 2125 LINDQUIST &. VENNUM TELE612-31-VO7132,, c-30347802025401 FAX 8123713207 TELEWiONE: 303573••5900 ATTORNEYS AT LAW DAVID A. AL1.G EYETi 61ZWI-3216 February 4, y 1993 Mr. John Miller City of Rosemount Port Authority Economic Development Coordinator 2875 145 Street West Post Office Box 510 Rosemount, MN 55068 Re: Repairs, Inc. Dear John: I recently received the following from counsel for Mr. Cope. He told me they would be doing this and that he also would send me a letter indicating that they were doing this, essentially, to protect their rights. When I last spoke to him, the idea being discussed, though agreed to by neither party was: 1. Payment of the escrowed funds to Repairs, Inc. regardless of whether or not it relocates; 2. Providing standard relocation payments pursuant to statute; and 3. Providing that Repairs, Inca could stay as a tenant until 60 days after the Port Authority enters into a development agreement. Mr. Brill said he wanted to talk to Mr. Cope further before acting on that. I noted to , him that any compromise would have to be approved by the Port Authority. I am awaiting Mr. Brill's response to my latest suggestion of a possible way to deaf with the matter. I will keep you informed. Sincerely, �Vi& Cdg�� DAA:pae Enclosure cc: Ann K. Grossman, (w/enc.) Thomas L. Fabel, (w/enc.) RICHARD SIEGEL J7SIhH E. BR.' -..L. JR. • JAMESR.GREUPNER GERALD S. DUFFY WOOD R. FOSTER. JR. THOMAS H. GOODMAN K. CRAIG WILDFANG JOHN S. WATSON WM. CHRISTOPHER PENWELL SUSAN M. VOIGT. LAW OFFICES SIEGEL, BRILL, GREUPNER & DUFFY, P.A. FORMERLY GROSSMAN, KARLINS. SIEGEL a BRILL 1300 WASHINGTON SOUARE 100 WASHINGTON AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55401 TELEPHONE(612) 339.7131 TELECOPIER (612) 339.6591 February 2, 1993 17,181-D/001 Mr. David Algeyer Lindquist & Vennum IDS Center Minneapolis, MN 55402 Re: Repairs, Inc. - Exercise of Option Dear David: RECEIVED FEB 0 4 1993 Ans"d............ ANTHONY J. GLEEKEL SHERRI L. ROHLF JOEL H. JENSEN BRIAN E. WEISBERG ROSEMARY TUGHY ANNE K. WEINHARDT* JORDAN M. LEWIS MARK A. LEVINE. RETIRED M. L. GROSSMAN SHELDON D. KARLINS ALSO ADMITTED IN CALIFORNIA You will this week receive copies of the correspondence and related documents sent to the Rosemount Port Authority in connection with Repairs, Inc.'s exercise of the option to repurchase the property located at 14390 and 14410 South Robert Trail, Rosemount, Minnesota. Our client has exercised its option to preserve all of its rights with respect to the property. I understand from Jerry Brill of our office that the Rosemount Port Authority will be proposing a solution to this matter that will eliminate our client's need to repurchase the property at this time. In the event the parties are able to reach a mutually acceptable agreement, the repurchase of the property can be delayed or foregone. We look forward to receiving the Port Authority's proposal. If there are any questions in the interim, please feel free to contact either Jerry Brill or myself. Very truly yours, e-7 -- �u Brian E. Weisberg BEW/jmo February 2, 1993 The Rosemount Port Authority 2875 -145th Street West P.O. Box 510 Rosemount, MN 55068 Attention: Mr. John Miller VIA CERTIFIED MAIL Re: Repairs, Inc: Repurchase Option Agreement - 14390 and 14410 South Robert Trail, Rosemount MN 55068 Dear Mr. Miller: Pursuant to that certain Repurchase Option Agreement dated February 5, 1991 by and between Repairs, Inc. ("Repairs") and the Rosemount Port Authority f Jk/a Rosemount Economic Development Authority ("RPA"), as amended by that certain Extension of Repurchase Option Agreement and Extension of Lease Agreement dated February 4, 1992 by and between Repairs and RPA (the "Option Agreement"), enclosed are two (2) fully executed copies of Real Estate Repurchase Agreement relating to the above referenced land. Delivery of the fully executed Real Estate Repurchase Agreements constitute exercise by Repairs of the option to repurchase the property pursuant to the terms of the Option Agreement. Pursuant to the terms of the Option Agreement, RPA is required to execute both copies of the Real Estate Repurchase Agreement and return one fully executed copy to Repairs. This letter also consitutes notice of Repairs' exercise of its option pursuant to Section 4 of that certain Lease Agreement dated February 5, 1991 by and between Repairs and RPA, as amended and extended, to apply the escrowed funds including interest to the payment of the purchase price of the property under the Real Estate Repurchase Agreement. Very truly yours, REPAIRS, INC. By _ Arlyn C e, President - February 2, 1993 Page 2 cc: Roger Knutson Campbell Knutson Scott & Fuchs PA 3460 Washington Drive Suite 202 Eagan, MN 55122 Mike Miles 999 Westview Drive Hastings, MN 55033-2432 David Algeyer Lindquist & Vennum IDS Center Building Minneapolis, MN 55402 REAL ESTATE REPURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") made and entered into this day ofEr= %,-& ps3= 19_a, by and between REPAIRS INC., a Minnesota corporation, with offices at 14410 South Robert Trail, Rosemount, Minnesota 55068 (referred to herein as the "Buyer"), and ROSEMOUNT ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota, with offices at 2875 - 145th Street West, Rosemount, Minnesota 55068 (the "Seller") In consideration of the mutual covenants and agreements herein, and of the Earnest Money (as defined herein) paidby Buyer, the receipt and sufficiency of which are hereby acknowledged, it is hereby mutually agreed by Seller and Buyer as follows: SECTION 1. SALE AND PURCHASE OF LAND 1.1) Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the terms and conditions hereof, the following property (all collectively referred to as the "subject property"):. 1.1.1) The land in Dakota County, Rosemount (the "City")' -Minnesota, located at 14390 and 14410 South Robert Trail, Rosemount, Minnesota 55068, described on the attached Exhibit "A", together with all right, title, and interest in and to any roads or alleys adjoining or servicing such land, rights-of-way, or easements appurtenant thereto, and in and to any ditch, water, or riparian rights and claims appurtenant thereto, and to any unpaid award with respect thereto (the "Land"); 1.1.2) Any improvements and fixtures located on the Land, including fixtures and buildings (the "Improvements"); EXHIBIT "B" TO REPURCHASE OPTION AGREEMENT 1.1.3) All rents, leases, contract rights, causes of action, permits, licenses, and other rights relating to the Land and Improvements (the "Contract Rights"); and 1.1.4) All right, title, and interest of Seller in and to any plans, specifications, surveys, studies, reports, renderings, or drawings pertaining to the Land and Improvements, including environmental, marketing and related matters (the "Drawings"). SECTION 2. PURCHASE PRICE 2.1) The purchase price for .the subject property including any fixtures acquired by the Authority (the "Purchase Price") is One Hundred Thirty Thousand Five Hundred and 00/100 Dollars ($130,500.00), together with an additional payment for fixtures equal to the Authority's cost in acquiring the fixtures. 2.2) The Purchase Price shall be payable by Buyer to Seller by cashier's check from Buyer at closing. SECTION 3. TITLE MATTERS As soon hereafter as reasonably possible, Seller shall furnish to BuyeratSeller's expense an abstract of title certified to a current date covering title to the subject property. Buyer shall be allowed fifteen (15) days after receipt of the abstract for examination of the same, making of any objections to the title disclosed thereby, and notifying Seller in writing of the nature of such objections. If any ;objections `to title are not made and Seller notified, all as herein provided, such objections shall be deemed waived. If any objections to title are made and the Seiler notified, all as herein provided, Seller shall be allowed sixty (60) days to cure such objections. If such objections are cured within sixty (60) days, this -2- Agreement shall be performed according to its terms within ten (10) days of written notice by Seller to Buyer of such curing of objections. However, if any objections to.title are made and the Seller notified, all as herein provided, and if such objections are not cured within said sixty (60) days, Buyer shall have the option of: a) Declaring this Agreement null and void, and in such event, receiving a refund from the Seller of all earnest money paid hereunder; or b) Waiving any defect in title and in such event proceeding to close the transaction contemplated by this Agreement. If title to the subject property be found marketable or be made so within the sixty (60) day period after written objection thereto, and Buyer shall default in any of its obligations hereunder and continue in default for a period of ten (10) days, then, in that case, the Seller may terminate this Agreement, and on such termination all the payments made upon this Agreement, or pursuant to this Agreement shall be retained by the Seller as liquidated damages, time being of the essence thereof; but this provision shall not deprive either party of the right of enforcing specific performance of this Agreement, provided this Agreement has not been terminated as aforesaid, and provided action to enforce such specific performance shall commence within six (6) months after such right of action shall arise. SECTION 4. CLOSING 4.1) The closing (the "Closing") shall be at a location determined by Seller and Buyer and shall occur within sixty (60) -3- days after the Buyer has exercised its option to purchase the subject property (the "Closing Date"). 4.2) On the Closing Date, Seller shall deliver to Buyer possession of the subject property. Until possession is delivered to Buyer, Seller shall keep and maintain the subject property in a neat and orderly condition and shall not alter or damage any part thereof. Seller shall not remove any structures, dirt, trees, shrubs, or other natural growth, except as to keep the subject property in a neat and orderly condition. 4.3) On the Closing Date, Seller shall execute and deliver to Buyer: 4.3.1) A limited warranty deed, subject only to easements of record that will not interfere with or adversely affect Buyer's proposed development (the "Deed"); 4.3.2) A customary affidavit that there are no unsatisfied judgments of record, no actions pending in any state or federal courts, no tax liens, and no bankruptcy proceeding filed against Seller, and no labor has or materials have been furnished to the subject property for which payment has not been made, and that to the best of Seller's knowledge there are no unrecorded interests relating to the subject property; 4.3.3) A current abstract of title to the subject property if the subject property is abstract or the Owner's Duplicate Certificate of Title if the subject property is registered 4.3.4) A well disclosure certificate 4.3.5) A bill of sale for the fixtures-. 4.4) Seller shall pay at Closing any of the general real estate taxes levied against the subject property due and payable in the year of Closing and prior years, together with any unpaid -4- installments of special assessments due therewith ("Taxes"), and any Taxes deferred including, but not limited to, those Taxes in the nature of rollback, recapture, or sales tax. 4.5) At Closing, Seller shall pay in full all unpaid special assessments against the subject property for all public improvements which have been installed as of the Closing Date. 4.6) Seller shall pay the state deed tax -and the cost of obtaining and updating the abstract to the subject property and the recording fees for corrective instruments, if required, to place title in Buyer's name. Buyer shall pay all recording charges and fees relating to the filing of the Deed. SECTION S. COTENANTS, REPRESENTATIONS, AND WARRANTIES 5.1) Seller, as an inducement to Buyer to enter into this Agreement, and as part of the consideration therefor, represents, warrants, and covenants with Buyer and its successors and assigns that: 5.1.1) There are no leases, purchase options or agreements (other than the Option Agreement granted by Seller to Buyer), tenancy agreements, or rights of occupancy, written or verbal, and no person or party has, or will have any rights of adverse possession, regarding the subject property; 5.1.2) Neither Seller, nor, to the best of Seller's knowledge, any entity or person has, at any time (i) "released" or actively or passively consented to the "release" or "threatened release" of any Hazardous Substance (as defined below) from any "facility" or "vessel" located on or used in connection with the subject property; or (ii) taken any action in "response" to a "release" in connection with the subject property; or (iii) otherwise engaged in any activity or omitted to take any action which could subject Seller or Buyer to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute or common law, in connection with Hazardous Substances (as defined below) located in or on the subject property, including the generating, transporting, treating, -5 storage, or manufacture of any Hazardous Substance (as defined below). The terms set within quotation marks above shall have the meaning given to them in the Comprehensive Environmental Response and Liability Act, 42 U.S.C. Sec. 9601 et seq., as amended ("CERCLA") and any state environ- mental laws. "Hazardous Substances" means hazardous waste, toxic substances, formaldehyde, urea, polychlorinated biphenyls, asbestos, petroleum, natural gas, synthetic gas usable for fuel or mixtures thereof, any materials related to any of the foregoing, and substances defined as "hazardous substances", "toxic substances", "hazardous Waste", "pollutant", or "contaminant" in CERCLA, Resource Conservation and Recovery Act as amended, 41 U.S.C. Sec. 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., the Clean Water Act, 33 U.S.C. Sec. 1251 et seq., any state laws regarding environmental matters, or any regulations promulgated pursuant to any of the foregoing statutes; 5.1.3) Neither Seller, nor, to the best of Seder's knowledge, any entity or person has, at any time, installed, used, or removed any underground storage tank on or in connection with the subject property; 5.1.4) There are no wells located on or within the subject property. 5.2) This Section 5 shall be deemed to continue for Buyer and its successors and assigns and shall survive any termination or expiration of this Purchase Agreement or the giving of the Deed. All of Seller's covenants, representations and warranties in this Agreement shall be true as of the date -'hereof (and shall be a condition precedent to the performance of Buyer's obligations hereunder) and as of the Closing Date. If Buyer discovers that any such covenant, representation, or warranty is not true, Buyer may elect 'prior to closing, in addition to any of its other rights and remedies, to cancel this Agreement and all Earnest Money and accrued interest thereon will be immediately refunded to it by Seller, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. SECTION 6. MISCELLANEOUS 6.1) Any notice, demand, or request which may be permitted, required or desired to be given in connection herewith shall be in writing and sent by certified mail, hand delivery, overnight mail service such as Federal Express, or Western Union telegram or other form of telegraphic communication, directed to Seller or Buyer. Any notice shall be deemed effective when delivered to the party to whom it is directed. Unless other addresses are given in writing, notices shall be sent to Seller or Buyer at the applicable address stated on the first page of this Agreement with a copy of -any notice to Seller also delivered to Roger N. Knutson, Campbell, Knutson, Scott & Fuchs, P.A., 3460 Washington Drive, Suite 202, Eagan, Minnesota 55122. 6.3) Time shall be of the essence in this Agreement. Where any date or time prescribed by this Agreement falls on a Saturday, Sunday or statutory holiday, such date or time shall automatically be extended to the next normal business day. 6.4) Each party hereto shall promptly, on the request of the other party, have acknowledged and delivered to the other party any and all further instruments and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement. 6-5) This Agreement, together with the Purchase Agreement, Leases Agreement, and Option Agreement, represent the entire agreement of the parties with respect to the subject property and all prior agreements, understandings, or negotiations between the -7- parties are hereby revoked and superseded hereby. No representations, warranties, inducements, or oralagreements have been made by any of the parties, except as expressly set forth herein, or in other contemporaneous written agreements. This Agreement may not be changed, modified or rescinded, except by a written agreement signed by both parties hereto. Seller and Buyer shall have the right to modify, amend, or cancel this Agreement without the consent or approval of any real estate broker or agent. Under no circumstances, including, without limitation, any default(s) of Seller and/or Buyer under this Agreement, will: (a) any real estate broker or agent be entitled to any commission (or any portion of the Earnest Money) unless the Closing actually occurs, or to any notice under this Agreement; or (b) Buyer have any liability and/or obligation for payment of any commission or other compensation to any real estate broker or agent regarding this Agreement. 6.6) If Buyer defaults under any of the terms hereof, then Seller shall retain the Earnest Money and shall have the right, in addition to whatever other remedies are available to Seller at law or in equity, including without limitation, specific performance, damages, including attorney's fees, to cancellation of this Agreement. 6.7) If Seller defaults under any of the terms hereof, including, without Limitation, the delivery of marketable title to the subject property as set forth in Section 4 hereof, and any of Seller's representations, covenants, and warranties in Section 6 hereof, then Buyer shall have the right, in addition to -8- whatever other remedies are available to Buyer at law or in equity, including without limitation, specific performance:, damages, including attorney's fees, to cancellation of this Agreement. On such cancellation, Seller shall deliver to Buyer all Earnest Money. 6.8) If any provision of this Agreement is declared void or unenforceable, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. 6.9) Failure of any party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach. 6.20) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. 6.11) This Agreement shall be construed in accordance with the laws of the State of Minnesota. 6.12) At Buyer's request, a memorandum of this Agreement shall be executed by Buyer and Seller and filed of record in Dakota County, Minnesota.. 6.13) Seller hereby irrevocably authorizes Buyer to make all necessary inquiries with and applications to the City or other governmental authorities, as Buyer may require. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. BUYER: SELLER: REPAIRS INC. ROSEMOUNT ECONOMIC DEVELOPMENT AUTHORITY BY: —_ �P �� BY: Its Its Chairperson AND AND Its Its Executive Director SUSANNE- P-,!NLEY A. NOTARY PUELIC-5(INNESOTA'; DAKOTA COUNTY ?UF 1 ' i STATE OF MINNESOTA P) ;st My Commission Expires Aug. 1, 1594 „�•,�► ( ss •IAN.�..1r+....,+iHa6MWVCL4.eSJ4 JaS.1KM11 COUNTY O , ) The foregoing instrument was acknowl ed before me this a�17Gi day of �E,3 U A , 19 , by -- nd the and of Repairs Inc_., a Minnesota corporation, on behalf of the corporation. NOTARY PUBLIC STATE OF MINNESOTA ) ( ss. COUNTY OF DAKOTA The foregoing instrument was acknowledged before me this day of , 19 , by and by , respectively the Chairperson and Executive Director of the Rosemount Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota, on its behalf. NOTARY PUBLIC DRAFTED BY: Campbell, Knutson, Scott & Fuchs, P.A. 3460 Washington Drive, Suite 202 Eagan, Minnesota 55122 (612) 456-9539 -10- EXHIBIT "All to REAL ESTATE REPURCHASE AGREEMENT TO BE FURNISHED. Legal description shall be identical to the legal description conveying the subject property from Repairs Inc. to the Rosemount Economic Development Authority.