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
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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)
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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
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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,
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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
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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.