HomeMy WebLinkAboutItem 06.lDecember 14, 2012
ASSIGNMENT AND AMENDMENT OF THE PURCHASE AGREEMENT FOR THE SALE
OF THE FORMER SENIOR CENTER
December 17, 2012 City Council Meeting
Proposed Action
Staff recommends adoption of the following motion: Move to approve a resolution authorizing the
assignment of the purchase agreement for the sale of the former Senior Center to Rose Mountain
Spiritual Community Center to be assigned to Rose Mountain LLC and to amend the purchase
agreement to reflect a corrected legal description of the property.
Passage of this motion will result in the sale of the property of the property to Rose Mountain LLC.
Overview
The City Council approved a purchase agreement for the purchase of the former Senior Center by
Rose Mountain Community Spiritual Center (RMSCC) at the October 1, 2012 City Council meeting.
RMSCC is requesting that this agreement be assigned to the recently created Rose Mountain LLC.
George Maverick, President of the Rose Mountain Spiritual Community Center has for business
purposes, requested that the previously approved purchase agreement be assigned to Rose Mountain
Limited Liability Company of which he is the Chief Manager. This is a common practice for
commercial real estate acquisitions. All the previously approved terms and conditions of the purchase
agreement would be included in this assignment. In addition, the updated title work for the property
identified a technical error in the original legal description for the property. This has been corrected in
the First Amendment to the Purchase Agreement.
Staff recommends approval of the proposed resolution authorizing the Assignment and First
Amendment of the purchase agreement. The closing is scheduled for December 18`
Primary Issues to Consider
• Does this cause any material change to the original purchase agreement approved by the City
Council? It does not.
Supporting Information
• Resolution authorizing the assignment of the purchase agreement for sale of the former
Senior Center Property
• Copies of signed Assignment of Real Estate Purchase and Sale Agreement and First
Amendment to_the Purchase Agreement
David L. Olson, Community and Economic Development Director
Item No.
Financial Impact: $ None Budgeted: Y/N Y
Source: Project 4084 Related Documents: Heritage Center Budget
CITY OF LAKEVILLE
DAKOTA COUNTY, MINNESOTA
Date Resolution
Motion By Seconded By
RESOLUTION APPROVING ASSIGNMENT AND AMENDMENT OF
PURCHASE AGREEMENT
WHEREAS, the City entered into a Purchase Agreement with Rose Mountain
Community Spiritual Center, a Minnesota non - profit corporation, ( "Rose Mountain ") dated
October 1, 2012, for conveyance of City property legally described in the attached Exhibit
A ( "Purchase Agreement ");
WHEREAS, for business purposes, Rose Mountain desires to assign its interest in
the Purchase Agreement to Rose Mountain, LLC, a Minnesota limited liability company,
which will then lease the City Property to Rose Mountain pursuant to the assignment
agreement attached hereto as Exhibit B ( "Assignment Agreement "); and
WHEREAS, the City agrees to allow the assignment of the Purchase Agreement to
Rose Mountain, LLC, pursuant to the terms of the Assignment Agreement attached hereto
as Exhibit "A ";
WHEREAS, the parties also need to address an overlap in the legal description of
the parcel to be conveyed by amendment of the Purchase Agreement, which is addressed
in the First Amendment to Purchase Agreement attached hereto as Exhibit "C"
( "Amendment ");
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Lakeville, Minnesota as follows that the Assignment Agreement and Amendment are
hereby approved.
ADOPTED this 17th day of December 2012, by the City Council of the City of
Lakeville, Minnesota.
ATTEST:
Charlene Friedges, City Clerk
CITY OF LAKEVILLE
BY:
1
Mark Bellows, Mayor
EXHIBIT "A"
Legal Description of City Property
Lots 1 and 2, except the North 7.5 feet of Lot 2, Block 8 Berres Addition to Lakeville;
Lot 5, Block 14 Lakeville Village (Town of Fairfield) and the east 20 feet of vacated
Walnut (Holt) Street adjacent thereto, which accrued by reason of the vacation
thereof, according to the plat on file in the Dakota County Recorder' s office.
Lot 12, Block 14 Lakeville Village (Town of Fairfield), except the east 39 feet; together
with the east 20 feet of vacated Walnut (Holt) Street adjacent thereto, which accrued
by reason of the vacation thereof, according to the plat on file in the Dakota County
Recorder' s office.
2
ASSIGNMENT OF REAL ESTATE EXHIBIT B
PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT is imade, .his :6th day of December, 2012 by Rose Mountain Spiritual Commun'ty Center
Assiignor)_to <tose`,Mauntairi LLC (Assignee).
WHEREAS, Assignor.has_entered into a certain Real Estate Purchase and Sale Agreement with The City of Lakeville
{ and Assignor as ..Buyer, executed on the 1s day of October, 2012, for the purchase and sa.e cerzain real
property. located at 20732 Holt Avenue, Lakeville, MN, and which is described more particularly in said Agreement, a
'coPiot which.is`attached as Exhibit "A ", and, WHEREAS, Assignor desires to assign, transfer, sell and convey to
Assignee all of Assignor's right, title and interest in, to and under said Real Estate Purchase and Sale Agreement;
arid, WHEREAS;. Assignee is desirous of receiving all of Assignor's right, title And interest in, to and under said Real
Estate Purchase and Sale Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt of which
• is hereby acknowledged, Assignor does hereby assign, transfer, sell and convey unto Assignee all of Assignor's right,
trtle and interest in, to and under said Real Estate Purchase and Sale Agreement. Assignee hereby assumes all of
Assignors duties and obligations under said Real Estate Purchase and Sale Agreement. This AsignTrent shall be
bin ding upon Assignor and shall inure to the benefit
of Assignee and its successors, heirs and assigns.
IN_WITNESS WHEREOF this Assignment has been signed, sealed and delivered by Assignor and Assignee as of the
day and year first above written.
a' Brick - It's President
or Rose Moun Spiritual Community Center
aSrerick — It's Chief Manager
signee — Rose Mountain LLC
State of Minnesota, County of HENINEPiU!
This instrument was acknowledged before me on December 7, 2012, by George Maverick the President of Rcse %:to nta .::tu Community
Center, a Minnesota non - profit corporation, and Chief Manager of Rose Mountain, LLC, a Minnesota limited lability :_^ 21).:cn behalf of both
companies.
71 46,414
Lots 1 and 2, except the North 7.5 feet of Lot 2, Block $ BC:T:° A1/4
Lot 5, Block 14 Lakeville Village (Town of Fairfield) and the east _.t' :... _ i Walnut
(Holt) Street adjacent thereto, which accrued by reason of ti:, n�' _ rd to tat .
plat on file in the Dakota County Recorder's office.
The west 131 feet of Lot 12, Block 14 Lakeville Village (Tov,-a of _......... e ;: 2t
feet of vacated Walnut (Holt) Street adjacent thereto, win eh acme.. :... • _
thereof, according to the plat an file in the Dakota Count!„, Reci?"1
3
EXHIBIT A
LEGAL DESCRIPT1OIN'
FIRST AMENDMENT
TO
PURCHASE AGREEMENT
THIS FIRST AMENDMENT (the "Amendment ") to Purchase Agreement is effective
as of the day of , 2012, by and between CITY OF LAKEVILLE, a
Minnesota municipal corporation ( "Seller ") and ROSE MOUNTAIN, LLC a Minnesota
limited liability company ( "Purchaser ").
RECITALS
WHEREAS, the Seller and Rose Mountain Community Spiritual Center ( "RMCSC ")
entered into a Purchase Agreement dated October 1, 2012 for the sale of certain real property
within the City of Lakeville, Minnesota ( "Purchase Agreement ");
EXHIBIT C
WHEREAS, RMCSC assigned its interest in the Purchase Agreement to Purchaser by
Assignment dated Decebmer 3, 2012;
WHEREAS, the Purchase Agreement contains an overalp in the legal description which
the parties desire to correct;
NOW THEREFORE, for valuable consideration, including the promises and covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged, Purchaser and
Seller agree as follows:
1. Exhibit A of the Purchase Agreement is amended to read as provided in Exhibit A
attached hereto.
2. This Amendment shall be considered an integral part of the Purchase Agreement
and shall be binding upon the Seller and Purchaser from the date first above written. Subject
only to the modification referred to in this Amendment, all other terms and conditions of the
Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above, in multiple counterparts, each of which shall be deemed an original and
all of which shall evidence but one agreement.
1
Seller:
CITY OF LAKEVILLE
By:
Mark Bellows, Mayor
By:
Charlene Friedges, City Clerk
STATE OF MINNESOTA )
(S S
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of
2012, by Mark Bellows and Charlene Friedges, the Mayor and City Clerk of the above -named
Seller.
Notary Public
2
Purchaser:
ROSE MOUNTAIN, LLC
By:
STATE OF MINNESOTA )
(SS
COUNTY OF
The foregoing instrument was acknowledged before me this
2012, by , the
Purchaser.
Notary Public
3
day of
of the above -named
EXHIBIT A
LEGAL DESCRIPTION
Lots 1 and 2, except the North 7.5 feet of Lot 2, Block 8 Berres Addition to Lakeville;
Lot 5, Block 14 Lakeville Village (Town of Fairfield) and the east 20 feet of vacated Walnut
(Holt) Street adjacent thereto, which accrued by reason of the vacation thereof, according to the
plat on file in the Dakota County Recorder's office.
Lot 12, Block 14 Lakeville Village (Town of Fairfield), except the east 39 feet; together with the
east 20 feet of vacated Walnut (Holt) Street adjacent thereto, which accrued by reason of the
vacation thereof, according to the plat on file in the Dakota County Recorder's office.
4