HomeMy WebLinkAbout4.a. Approve Amendment to Purchase Agreement-Canada Circle
EXECUTIVE SUMMARY
Port Authority Meeting Date: July 17, 2018
AGENDA ITEM: Amendment to Purchase Agreement-
Canada Circle
AGENDA SECTION:
New Business
PREPARED BY: Kim Lindquist, Deputy Director AGENDA NO. 4.a.
ATTACHMENTS: Amendment APPROVED BY: LJM
RECOMMENDED ACTION: Motion to Approve the Amendment
ISSUE
In March, the Port Authority and City Council approved a purchase agreement Symnabdre properties LLC
for a lot off of Canada Circle. Based upon the previously completed Phase II for the adjoining landfill site,
and recent testing undertaken by the PCA, there are additional questions regarding potential impacts to the
site. Staff is bringing an amendment to the Port Authority and City Council for action to amend the
purchase agreement to extend by 90 days the contingency that the buyer is satisfied with environmental
conditions.
At this point, staff is working with the PCA and the buyer to assess what mitigation might be needed to
permit construction on the site. The buyer is agreeable to an extension and remains interested in
purchasing the property. However, there may be a change in purchase price or some other type of relief
depending upon finalized information from the PCA. This amendment does not change the other terms of
the approved Purchase Agreement, which would be brought back to the Port Authority and Council when
better information is available.
RECOMMENDATION
Staff recommends the Port Authority approve a motion to Amend the Purchase Agreement between the
Rosemount Port Authority and Symnabdre Properties LLC for the property at Canada Circle, as described.
529693v2 BDL RS220-387
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT (the “Amendment”) is made
and entered into as of this _____ day of July, 2018, by and between the Rosemount Port Authority,
a body corporate and politic in the State of Minnesota, and the City of Rosemount, a Minnesota
municipal corporation (together, the “Seller”), and Symnabdre properties LLC, a Minnesota
limited liability company (the “Buyer”), with reference to the following facts and circumstances:
A. Seller and Buyer have entered into that certain Purchase Agreement dated April 17,
2018 (the “Agreement”). The Agreement provides for the sale by Seller and the purchase by Buyer
of certain real property located in the City of Rosemount, Dakota County, Minnesota legally
described on Exhibit A attached hereto and made a part hereof (the “Sale Property”).
B. The Agreement includes as a contingency Buyer being satisfied with environmental
conditions on the Sale Property after any such testing or inspection determined by Buyer, which
contingency must be satisfied or waived within 90 days after the Effective Date, as defined in the
Agreement.
C. Due to the results of the Phase I environmental report obtained by Buyer and the
need to determine the extent of remediation required thereunder, Seller and Buyer desire to amend
the Agreement to extend the amount of time provided to satisfy said contingency, which extension
will also extend the Closing Date, as defined in the Agreement, and other related contingencies.
NOW, THEREFORE, in consideration of the foregoing facts and circumstances, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Seller and Buyer hereby agree that the Agreement shall be
amended as follows:
1. The Contingency Date, as defined in the Agreement, shall expire 90 days from the
date of this Amendment, except for those contingencies set forth at Section 4(A), (G) and (H).
2. The Closing Date is likewise extended to no later than 10 days after Buyer has
satisfied or waived all contingencies, which calculation shall include the new 90-day extension set
forth above.
3. Except as amended herein, the Agreement shall remain in full force and effect.
529693v2 BDL RS220-387 2
IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment to Purchase
Agreement to be executed as of the day and year first above written.
SELLER:
ROSEMOUNT PORT AUTHORITY
By: _______________________________
Its: Chair
By: _______________________________
Its: Executive Director
CITY OF ROSEMOUNT
By:____________________________________
William Droste
Its: Mayor
By: ___________________________________
Erin Fasbender
Its: City Clerk
529693v2 BDL RS220-387 3
BUYER:
Symnabdre properties LLC
_____________________________
By: Nathan A. Bry
Its: President
529693v2 BDL RS220-387 4
EXHIBIT A
TO
AMENDMENT TO PURCHASE AGREEMENT
Sale Property - Legal Description:
Lot 1, Block 1, CANADA CIRCLE, Dakota County, Minnesota