HomeMy WebLinkAbout5.b. Purchase Agreement - Old City Hallo�
osernount
February 27, 1987
GK`S 19 8 7 p 5
2875 -145TH ST. W.
ROSEMOUNT. MINNESOTA 55068
612-423-4411
TO: Mayor Knutson
Councilmembers: Napper
Tucker
Walsh
Willard
RE: Old City Hall Sale
Gentlemen
Attached iS a copy of the preliminary draft of the tease/Purchase agreement for
the old city hall property aspresented by the attorney for Dakota County AVTI.
I have reviewed it, discussed it with staff and met'; with Dave Grannis to
solicit his suggestions from a legal standpoint and to 'put staffs' suggestions
into the agreement. The copy you have does not reflect Dave' or staffs'
concerns and comments.
I would like to let you know the suggested changes we've made and that we are
now awaiting word from Dakota County AVTI as to their consideration of these
revisions.
Page 1-2' Term delete wording after "notice" in the 6th line.
Page 7-(c) Line 8 -,delete remaining of that sentence after word
"expenditure".
Page 9-15 Insurance we are requiring' Dakota CountyAVTI to maintain
adequate wind, fire, and casualty as well as liability insurance
on the building, or pay to us the cost of doing so. This entire
paragraph will be revised to reflect that.
Page 10 #18 - Option to purchase - eliminate line 9 and 10 up to
"property". Revise last sentence to read "it is further agreed
that the base rent pursuant to paragraph 3 of this lease shall
be applied as a credit to said purchase price for rent actually
paid _u_p to a maximum of $30,000."
Page 12 #20 - Water supply - Eliminate last sentence starting with "That
in..." and ending with "...needs of tesee". Please note the
requirement for us to drill a new well if the property is
purchased. We also stated that we want the option of providing
water through a hookup to the University system, under the
highway.
I'm available for questions, comments, or concerns on this matter any time.
Respefully, ,
Ste ilk
Administrator/Clerk
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05
2/9/87
WORKING DRAFT
CITY OF ROSEMOUNT
/ LEASE/OPTION TO PURCHASE AGREEMENT
THIS AGREEMENT is entered into between the City of
Rosemount, a Minnesota municipal corporation, as Lessor
(hereinafter referred to as "Lessor"), and Dakota County
Area Vocational Technical Institute•Intermediate School
District 917, as Lessee (hereinafter referred to as "Lessee")
in consideration of the convenants herein contained, as
follows:.
1. DESCRIPTION OF PROPERTY - Lessor hereby leases to
said Lessee that certain land and premises lying in the
County of'Dakota, State of Minnesota, generally known as
the old city hall, legally described as follows:
The SWI/4 of the SElAt of the NE1/4. Section
27, Range 115, Township 19, except the
South 230 feet of the West 225 feet
thereof.
2. TERM - This lease shall be in effect for a period of
three (3) years, commencing on-;.July,.,):,LQ$?.,and terminating
on June 30, 1990. This lease shall terminate on June -30,
1990 upon twelve (12) months written notice on the part of
either party and, if either party fails to provide such
twelve (12) months written notice, tt'lease,�shall aiitomait''=
�gaa�y renew ftselffrom"yearo'y ar='onsameb ;terms''as
.vl`. I'�•r*r,...
ar..e is effect ip, prior year. g
3. RENT - The Lessee agrees to pay Lessor as rent for
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said land and premises for the full term hereof, the sum of
Thirty Thousand and no/100 Dollars ($30,000.00) per annum in
equal monthly installments of Two Thousand Five Hundred and
no/100 ($2,500.00) payable in advance on the first day of
each and every month for and during the full term hereof.
Lessee at its option may prepay rent. 1xeept`as,,-Imay.oIther-
vise be provided in this leaseFto,the contrary, no taxes,
assessments, rates, charges, fees, levies or sureharges,�
.,whether general or special, shall be paid by the Lessee as
................. .
additionalrental beyond the amount specified in this
.paragraph.
4. UTILITIES - The Lessee agrees to promptly pay all
costs of electricity, gas, oil, sewer, water, and other uti-
lities as may be provided to such leased land and premises.
5. SUBLETTING AND ASSIGNMENT - The Lessee may sublet
the premises in whole or in part, but the making of a
sublease shall not release the Lessee from, or otherwise
affect in any manner, any of the Lessee's obligations under
this agreement. The Lessee shall not assign or transfer
this lease, or any interest herein, without the prior writ-
ten consent of Lessor, and a consent to an assignment shall
not be deemed to be consent to any subsequent assignment.
Any assignment without such consent shall be void. $
6. USE OF LEASEHOLD - During the term hereof, the
Lessee shall comply with all applicable laws affecting the
leased land and premises. The leased land and premises
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05
shall not be used.for any unlawful purposes by the Lessee or
any sublessee.
7. RIGHT OF ENTRY - The Lessor, its employees and
agents shall have the right to enter upon the leased land
and premises at all reasonable times with the Lessee's per-
mission for the purpose of inspecting it or carrying out its
other responsibilities under this lease. The Lessor in
making any such entry shall not disrupt the Lessee's use of
the leased land and premises.
8. QUIET ENJOYMENT The Lessor agrees that the
Lessee, on performing the covenants herein, shall and may
peaceably and quietly have, hold and enjoy the leased land
and premises for the term hereof, except as otherwise pro-
vided in this lease.
t
9. MAINTENANCE OF THE LEASEHOLD - The Lessee shall be
responsible for the normal operation and maintenance of the
leased land and premises, except as otherwise provided in
paragraph 11 hereof.
10. ALTERATIONS; IMPROVEMENTS --
(a) Alterations, improvements, and changes permitted.
The Lessee shall have the right to make such alterations,
improvements, and changes to the building which may from
time to time be on the premises as it may deem necessary;
provided that prior to making any structural alterations,
improvements, or changes, the Lessee shall obtain Lessor's
written approval of plans and specifications therefor, which
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FEE 1987 0 5
approval Lessor shall not unreasonably withhold. In the
event of disapproval, Lessor shall give to the Lessee an
itemized statement of reasons therefor. If Lessor does not
disapprove the plans and specifications provided for in this
paragraph within thirty (30) days after the same have been
submitted to Lessor, such plans and specifications shall be
deemed to have been approved by Lessor. The Lessee shall in
no event make any alterations, improvements, or other
changes of any kind to any building on the premises that
will adversely affect the structural integrity of the
building.
(b) Removal or replacement. At the expiration or
other termination of this lease, the Lessee shall have no
obligation to remove or replace any alterations, improve-
ments or changes to the leased premises or, except as other-
wise provided in the case of injury or damage, to return the
premises to their original condition at the commencement of
the lease.
(c) Disposition of new improvements. Except as other-
wise specified herein, all alterations, improvements,
changes, or•additions made in or to the land and premises
shall.be the property of Lessor, and the Lessee shall have
only'a leasehold interest therein, subject to the terms
hereof, except as otherwise agreed to in writing by the par-
ties at the time of the modifications. The Lessee may
remove any property installed by Lessee in the nature of
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equipment or fixtures, which may be removed without adver-
sely affecting the structural integrity of the building,
provided that the Lessee shall repair any damages caused due
to the removal of fixtures or equipment.
11. DAMAGE, REPAIRS AND DESTRUCTION OF THE
PREMISES -
(a) .—Damage and Repairs. The Lessee assumes respon-
sibility for loss, damage, or injury to the leased premises
caused by its officers, employees, invitees or others in
connection with the Lessee's activities, or by its occupancy
.of the leased premises, other than.by reasonable wear and
tear; and except for casualty losses subject to property and
casualty insurance losses insured by the Lessor, or major
capital expenditures as provided in paragraph (c) hereof,
and subject to repair by the Lessor as provided in paragraph
(b) and (c) hereof. Upon the expiration or termination of
this lease as provided herein, the Lessee shall return the
property herein described to the Lessor and the Lessee shall
repair such damage or injury to the premises, other than
ordinary and reasonable wear and tear.
(b) Destruction. If during the term hereof the leased
premises or the improvements thereon shall be injured or
destroyed by fire or the elements, or through any other
cause, so as to render the leased premises unfit for occu-
pancy, or to make it impossible to conduct the business of
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FILE
the Lessee thereon, or to such an extent that they cannot be
repaired with reasonable diligence within sixty (60) days
from the happening of such injury, then either party may
terminate this lease from the date of such damage or
destruction, and the Lessee shall immediately surrender the
leased premises and all interest therein to the Lessor, and
the Lessee shall pay rent only to the time of such damage or
destruction; and in case of any such termination,.the Lessor
may re-enter and repossess the leased premises discharged of
this lease, and may dispossess all parties then in
Possession thereof. If repairs are -not completed within
sixty (60) days, and if neither party terminates this lease,
then rent shall not run or accrue after the injury and
during the process of repairs, and up to the time when the
repairs shall be completed, except only that the Lessee
shall during such time pay a prorata portion of such rent
apportioned -to the portion of the leased premises which are
in condition for occupancy or which may be actually occupied
during such repairing period. If, however, the leased pre-
mises shall be so slightly injured by any cause aforesaid,
as not to be rendered unfit for occupancy, then the Lessor
shall repair the same with reasonable promptness, and in
that case the'rent shall not cease or be abated during such
repairing period. All improvements or betterments placed by
the Lessee on the leased premises shall, however, in any
event, be repaired and replaced by the Lessee at its own
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expense and not at the expense of the Lessor to the extent
said improvements or betterments represent fixtures or
equipment which may be removed by Lessee at the termination
of this lease.
tc) Major Capital Expenditures. In the event that any
major capital expenditures are required during the term of
the lease, such as a boiler replacement, roof repair, or
other major structural repair, of the nature that is ordi-
narily taken out of the capital expenditure fund rather than
the general fund, the Lessor shall be responsible for such
improvements but the cost shall be amortized over the esti-
mated useful life of the capital expenditure, Viand}the;Lessee
shall -;;pay -..as additionall.rent .that`jprorataq"por.tion of,; the.";
capital expenditure attributed'.to"'the4term`of this lease,
with7the balance""to;Fbe-.borne,by the, Lessor..,'Said prorata
portion shall be paid in equal monthly installments during
the term of this lease. The determination of an expenditure
as being properly made from the general fund or capital
expenditure fund, for purposes of this provision, shall be
controlled by the rules and regulations of the Minnesota
Department of Education as promulgated in the Manual of
Instructions for Uniform Financial Accounting for Minnesota
school districts and any amendments thereto.
12. SUCCESSORS BOUND - It is mutually agreed that all
the terms and conditions of this agreement shall, subject to
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the provisions on assignment, transfer and subletting,
extend, apply to and bind the successors and assigns of the
respective parties hereto as fully as the respective parties
are themselves bound.
13. TERMINATION FOR CAUSE - If either the Lessor or
the Lessee fails to keep and perform the covenants herein
contained, or hereafter entered into, then the party so
failing does hereby authorize and fully empower the other
party to terminate and annul this lease. Said right to
terminate this agreement requires the party alleging a
default to provide written notice to the other party, as set
forth in this lease, specifying the default(s) and the
action required to remedy said default(s). The defaulting
party shall have a reasonable time to correct said default, t
but, in any event, no less than fourteen (14) days following
the service of notice. In the event of Lessor's failure,
Lessor further empowers the Lessee to quit the leased premi-
ses and to declare any and all rents not otherwise due and
payable abated. In the event of the Lessee's failure, the
Lessee further empowers the Lessor to perfect such removal
as it may.deem advisable to recover exclusive possession of
all of said premises, including any and all improvements,
building or otherwise of a permanent nature, upon the premi-
ses at that time.
14. SURRENDER - The voluntary or other surrender of
the lease by the Lessee, or a mutual cancellation thereof,
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MKs 1987 05
shall not work a merger, and shall, at the option of Lessor,
terminate all or any existing subleases or subtenancies, or
may, at the option of Lessor, operate as an assignment to it
of any or all such subleases or subtenancies.
15 INSURANCE7,7` The parties acknowledge that each is
responsible for obtaining such insurance, casualty, liabi-
lity or any insurance of any nature whatsoever, as each
deems necessary to protect its respective insurable
interests in said leasehold in an amount not less than that
required by law, where applicable. The Lessee shall main-
tain liability insurance in not less than the limits set
forth by -statute as the may exist from time t
Y Y o time during
the term of this lease. Lessee further agrees that Lessor
shall be listed as an additional named insured on such poli-
cies.
16. REPRESENTATIONS - There are no promises or repre-
sentations except those contained in this agreement and this
agreement may only be changed in writing signed and
acknowledged by both parties and not by any verbal represen-
tations made by either party hereto.
17. NOTICES - The following individuals have been
designated by the Lessor and the Lessee to respond to
inquiries regarding the leased land and premises and are
further authorized to accept service of process and receive
and give receipt for notices and demands, and in the case of
the Lessor, accept the rental payments required herein, in
COWS 19 87 0 5
Fitt
connection with this lease.
LESSOR'S DESIGNEE:
Name: City Administrator
Address: 2875 -145th Street W.
Rosemount, Minnesota 55068
LESSEE'S DESIGNEE:
Name: Superintendent of Schools
Address: 1300 E. 145th Street
Rosemount, Minnesota 55068
The individual or address to which any notice, demand
or other writing may be given or made or sent to either
party may be changed by written notice given by such party.
18.OPTION-TO�PURCHASE-'�- In considerat on of all other
.provisions of this agreement, Lessor here grants to Lessee
the exclusive option to purchase the rea estate, building,
and personal property attached to said facility for the
total sum of Two Hundred Seventy Thousand and no/100 Dollars
($2709000.00). The parties acknowledge that the property is
subject to an appraisal in said amount, and both parties
have had an opportunity to review said appraisal and inspect
y kpi-s' 00apprai,va ue,a.akd Pro erty�and- -gree1"saidof$2?00.0
4"_
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toAZbe the Pair marke,tgvalud' of said property,. ¢ It i$ furthe
ed that th! base rent ` ursuant??Ec ,.,.paragraph of this
e, ,> p.... . _. B P 3
&easea`hallx be applted- as a ¢credit .to" said . purehase'r price
.for^rentvactually paid.
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1981
t ` cis s 0 5
Upon exercise of this option Lessee shalir give Lessor
ninety (90) calendar days notice, in writing, of exercising
of this option. Lessee's right to exercise this option to
purchase is conditioned upon this lease not having been pre-
viously terminated, and Lessee having observed and complied
with all terms and conditions of the lease required of
Lessee up to the time of the exercise of the option to
purchase. The purchase price of $270,000.00, less any are-
dit applicable, by the terms of this lease, shall be paid in
cash to Lessor at the date of closing, which shall be
approximately ninety (90) days after written notice of
intent to purchase. On the date of closing, Lessor shall
convey the premises to Lessee free and clear of all liens
and encumbrances, except those Lessee may have created or
suffered against the premises, or charges that may have
become a lien against the premises during the period of this
lease.
19. EXISTING BALLFIELD - Lessee hereby agrees that ?
during the term of this lease Lessor may continue to use an,
existing ballfield, and in conjunction with the use of the *Z
ballfield may use the grass area West of the parking lot and
the area North of the ballfield for parking.- Said use, by
Lessor, shall be substantially equivalent to the previous
use of the premises by the Lessor. Lessor shall be respon-
sible for all costs maintaining said areas. Lessor shall
provide written notice to Lessee in advance of its intended
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schedule of use of the premises. The parties mutually agree
to cooperate in scheduling the use of the ballfields and
adjacent parking areas.
20. WATER SUPPLY - The leased premises are not con -
netted to City water. The water supply is obtained from a
private well located on the leased premises. Lessor agrees
that prior to the commencement date of said lease, that
Lessor shall provide proof satisfactory to Lessee that the
water supply is potable and that the water complies with the
requirements of applicable federal, state and local laws,
,..�
3ncludingbut notl'imitedto`the?;provisions "of;`Minnesota'r
Statute'sChapter'�156A'�`and Minnesota,:Rules .for'WaterTSuppli'es','<`a
and ".Wells"aet"forth'.-in-,.Chapter X4720;°and Chapter A725.,, ..
Lessor further agrees that it will cause said water and well
to be tested periodically as required by law, and at the
request of Lessee at such additional times as may be
requested and are reasonable. Lessor further agrees that if
the well or water supply fails to meet any federal, state,
or local law, or any of the specific statutes cited herein,
the Lessor, at its expense, shall immediately have such
problems repaired.
hessor-�,further "agrees. that"if : Lessee °exercises its
option7,'to7purehase that: the_Lessor•-will immediately; cause a ,'r
"*new;well to"be dug`in conformity -with local, state -and"
federal -laws and the specific statutes and'rules cited'"
herein. That in addition to any such requirements of law,
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that said well will provide adequate supplies of potable
water to meet the intended uses and needs of Lessee. The
requirements set forth in this provision, including but not
limited to testing, any necessary modifications or repairs,
and the providing of a new•well, shall be at the sole
expense of the Lessor.
21. REMEDIES - In addition to the rights and remedies
for default set forth in this lease, the parties shall have
such rights and remedies as provided by law in the event of
default.
IN WITNESS WHEREOF, THE Lessor and the Lessee by their
respective officers on the dates indicated; have signed and
executed this agreement.
Executed by Lessor LESSOR:
on the day of
19 by
MAyo2
by
A cc "r—
Executed by Lessee LESSEE:
on the day of
19 by
Chairman
by
Clerk
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