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HomeMy WebLinkAbout15-139CITY OF LAKEVILLE RESOLUTION NO. 15-139 RESOLUTION APPROVING THE SALE OF REAL PROPERTY AND DISPENSING WITH STATUTORY REQUIREMENTS FOR REVIEW BY PLANNING COMMISSION OF DISPOSAL OF PROPERTY WHEREAS, the City proposes to convey city property pursuant to the terms of the proposed purchase agreement between KRB Development IV, LLC ("Buyers") and the City of Lakeville ("Purchase Agreement"), attached hereto and incorporated herein as Exhibit "A," which property is legally described in Exhibit A to the Purchase Agreement ("Property"); WHEREAS, Minn. Stat. § 462.356, subd. 2 requires that the Planning Commission review the City's proposed acquisitions and dispositions of property, and; WHEREAS, Minn. Stat. § 462.356, subd. 2 provides for an exception from the Planning Commission review requirement upon 2/3 vote of the City Council dispensing with the requirement and finding that the acquisition or disposal of the property has no relationship to the comprehensive municipal plan. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville: 1. The City Council finds that the disposition of the Property under the Purchase Agreement has no relationship to the comprehensive municipal plan. 2. Review by the Planning Commission of the disposal of the City Property is hereby dispensed with, the proposed transaction is hereby approved, and the Mayor and City Clerk are authorized and directed to execute all documents, and take all appropriate measures to convey the Property under the terms of the Purchase Agreement. ADOPTED by the Lakeville City Council this 2nd day of November, 2015 CITY OF LAK VILLEI - BY: MW Little, M or A TEST: - ia6,,�7 Charlene Friedges, Ci Clerk 184218v1 VACANT LAND PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on the 28 day of October, 2015, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation, 20195 Holyoke Avenue, Lakeville, MN 55044 ("Seller"), and KRB DEVELOPMENT IV, LLC, a Minnesota limited liability company, 14750 Cedar Avenue South, Apple Valley, Minnesota, 55124 ("Buyer"). 2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell the real property located in Dakota County, Minnesota, described on the Exhibit A attached hereto and incorporated herein by reference ("Property"). 3. PRICE AND TERMS. The price for the Property included under this Purchase Agreement is One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00), which shall be paid by Buyer to Seller as follows: A. Earnest Money. $100,000.00 as earnest money ("Earnest Money") which Earnest Money shall be held by Land Title, Inc. in an interest-bearing trust account ("Title Company") in accordance with the Escrow Agreement attached hereto as Exhibit B. All Earnest Money shall be distributed to Seller at the time of closing to be applied to the Purchase Price. The Earnest Money will be returned to the Buyer in the event of (i) refusal of the Seller to perform its obligations under this Agreement; or (ii) Buyer's termination of this Agreement under Paragraph 20.A. as hereinafter set forth. Buyer's sole remedy if Seller refuses to perform its obligations shall be to have the Earnest Money returned. B. Balance of Purchase Price. The balance of Purchase Price in cash or by wire transfer of U.S. Federal Funds on the Closing Date as hereinafter defined. 4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver to Buyer a Limited Warranty Deed, conveying good and marketable title of record, subject to: A, Reservations of minerals or mineral rights by the State of Minnesota, if any; B. Building and zoning laws, ordinances, state and federal regulations; C. The lien of real property taxes and the lien of special assessments and interest due thereon, if any, payable in the year of closing which by the terms of this Purchase Agreement are to be paid or assumed by the Buyer; D. Any encumbrances shown on the title commitment to which Buyer has not objected to prior to the expiration of the twenty (20) day period provided under Paragraph 9 of this Agreement ("Permitted Encumbrances") and E. Any matter that would be disclosed on an ALTA land survey of the Property. 1 183624x23 EXHIBIT A 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Prior Years' Delinquent Real Estate Taxes and Delinaupnt Special Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing. B. Real Estate Taxes Payable in the Year of Closing. Real estate taxes payable in the year of Closing shall be prorated between Seller and Buyer on a calendar year basis to the Date of Closing. Seller shall pay penalty, interest and costs on any delinquent installment of taxes and special assessments payable by Seller in the year of Closing. C. Deferred Real Estate Taxes. Seller shall pay on Date of Closing or provide for payment of any deferred real estate taxes (including "Green Acres" taxes under Minn. Stat. § 273.111) payment of which is required as a result of the Closing of this sale and the recording of the Deed. Provision for payment shall be by payment into escrow of 1.5 times the estimated payoff amount of the deferred taxes. D. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes payable in the year of Closing shall be paid by Seller at Closing. E. Pending Suecial_Assessm.ents, Seller shall provide for payment of special assessments pending as of the date of this Purchase Agreement for improvements that have been ordered by the City Council or other governmental authorities. Seller's provision for payment shall be by payment into escrow of 1.5 times the estimated amount of the assessments. If a special assessment becomes pending after the date of this Purchase Agreement and before the Date of Closing, Buyer may, at Buyer's option: (1) Assume payment of the pending special assessment without adjustment to the purchase price of the real property; or (2) Require Seller to pay the pending special assessment (or escrow for payment of same as provided above) and Buyer shall pay a commensurate increase in the purchase price of the real property, which increase shall be the same as the estimated amount of the assessment; or (3) Rescind this Agreement, in which case all Earnest Money shall be refunded to Buyer. F. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other special assessments levied as of the date of this Purchase Agreement. 183624V23 2 6. SURVEY. Buyer shall have the Property surveyed as determined by Buyer, in Buyer's sole discretion and at Buyer's expense. If the survey shows any discrepancies or conflicts in boundary lines and encroachments which materially decrease the value of the Property based on Buyer's intended use, which Seller is unable or unwilling to cure, then Buyer's sole remedy shall be to terminate this Agreement by notice to Seller, given no later than Closing Date, whereupon the Earnest Money shall be refunded, otherwise the defects shall be deemed to be waived. 7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyer's expense, surveys, measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore any resulting damage to the Property and to indemnify, hold harmless and defend Seller from any and all claims by third persons of any nature whatsoever arising from Buyer's right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyer shall not perform any invasive testing of the Property without Seller's prior written consent. Seller's consent may be conditioned upon any restrictions that Seller deems necessary. Buyer shall provide to Seller a copy of any such surveys, measurements, soil tests or other tests within five (5) days after receipt. 8. POSSESSION. Seller shall deliver possession of the Property not later than the actual Date of Closing. 9. TITLE INSURANCE. Within fifteen (15) days following the date of this Agreement, Seller, at its expense, shall furnish a title insurance commitment in the full amount of the Purchase Price issued by the Title Company, certified to date to include proper searches covering bankruptcies, state and federal judgments and liens, by which said company commits to issue its policy oftitle insurance that insures that at closing Buyer shall have good, marketable and insurable title of record to the Property. Buyer shall be allowed twenty (20) business days after receipt of the title commitment and land survey for examination of title and making any objections, which shall be made in writing or deemed waived. 10. TITLE CORRECTIONS AND REMEDIES. Seller shall have twenty (20) business days from receipt of Buyer's written title objections to notify Buyer of Seller's intention to make title marketable within one hundred twenty (120) days from Seller's receipt of such written objections. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title within ten (10) days after written notice to Buyer, the parties shall perform the Agreement according to its terms. If no such notice is given, or if notice is given but title is not corrected within the time provided for, this Agreement shall be null and void, at the option of Buyer, and in such case, neither party shall be liable for damages hereunder to the other. 11. NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at Paragraph 1, above and if mailed, are effective as of the date of mailing. 12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 13. WELL DISCLOSURE. [Check one of the following: J 18362423 3 XX Seller certifies that Seller does not know of any wells on the Property. Wells on the Property are disclosed by Seller on the attached Well Disclosure form. 14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of thefollowing, J XX` Seller certifies that Seller does not know of any individual on-site sewage treatment systems on the Property. Individual on-site sewage treatment systems on the Property are disclosed by Seller on the attached Disclosure form. 15. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES. A. Seller, as part of the consideration therefore, represents warrants, and covenants with Buyer and its successors and assigns that: (1) Seller has the present full authority and power to execute this Agreement and to close the sale of the Property. (2) That Seller has not received notice of (a) any actual or pending litigation or proceeding by any organization, person, individual or governmental agency against Seller with respect to the Property or against the Property, (b) any violation of the Property's compliance with applicable fire safety laws, building code ordinances, zoning ordinances or any similar statutes, ordinances, laws, rules or regulations, (c) any condition, defect or inadequacy which, if not corrected, would result in the termination of, or increase in the cost of, insurance coverage, (d) any proceedings which could cause the change, redefinition or other modification of the zoning classifications or of other legal requirements applicable to the Property or any part thereof, or (e) any pending or threatened condemnation proceeding that would affect the Property. (3) There are no (a) outstanding leases or occupancy agreements, or (b) outstanding contracts made by Seller for any improvements to the Property which have not been fully paid for or for which Seller shall make arrangements to pay off except such contracts as shall be agreed upon by Seller and Buyer for improvements to the Property and Seller shall cause to be discharged all mechanic's or materialmen's liens arising from any labor or materials furnished to the Property prior to the Date of Closing. (4) Seller will not, without the prior written consent of Buyer: (a) construct or enter into any agreement or commitment to construct any improvement or alteration to the Property; or 183624v23 4 (b) enter into or consent to any lease, easement, covenant or other obligation affecting the Property or alteration to the Property except as provided herein. (5) Seller shall deliver to Buyer a written notice of the commencement of any legal action by any governmental authority or third party affecting the Property and will make no concessions or settlements with respect to any such action without Buyer's prior written consent. (6) Seller is not a foreign person, as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and shall deliver an affidavit to that effect at closing, which shall be in form and substance reasonably acceptable to Buyer. B. All of Seller's covenants, representations and warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of Buyer's obligations hereunder. C. PROTECTED HISTORICAL SITES. (Select either (1) or (2) below.] X Seller represents that Seller does not know if there are historical, native American, or archeological materials on or in the property that might be protected by law. Seller represents that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. Buyer's obligation to close is contingent upon Buyer determining to Buyer's satisfaction that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. 16. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the warranties and representations in this Purchase Agreement by executing and delivering a Minnesota Uniform Conveyancing Blank [Form No. 116-M, 117-M, or 118-M] Affidavit of Seller. 17. CLOSING. The closing (the "Closing") of the purchase and sale contemplated by this Agreement shall occur at a location designated by Buyer, and shall occur on or before March 31, 2016 and simultaneous with the filing of Buyer's plat of the Property as provided under Paragraph 20(B)(2), unless otherwise waived by Seller ("Closing Date"). At closing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 1836?A23 5 18. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively the "Closing Documents"): (1) Limited 3yarranty Deed. A Limited Warranty Deed in recordable form and reasonably satisfactory to Buyer, which shall include the following well representations: "Seller certifies that the Seller does not know of any wells on the described Property." (2) Seller's Affidavit. A standard form affidavit by Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankrupt- cies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Property. (3) Ion -Forel Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued there under, in order to establish that Seller is not a "foreign person" as defined in §1445(fl(3) of such Code and such regulations. (4) Storaae Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. § 116.48. (5) Well Ce h'ficatc. If there is a well located on the Property, a well disclosure certificate in form and substance true to form for recording. (6) Certification. A certification that the representations and/or warranties made by Seller is materially the same as were in existence on the date of this Agreement or noting any changes thereto; and (7) Other Documents. All other documents reasonably determined by either party or the title insurance company to be necessary to transfer and provide title insurance for the Property. B. At the Closing, Buyer shall execute and deliver to Seller the following: (1) All documents reasonably determined by either party or the title insurance company to be necessary to provide title insurance for the Property; (2) Payment of the Purchase Price. 18362413 6 19. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as follows: A. Buyer shall pay: (1) Recording fee for the Limited Warranty Deed; (2) One-half of the closing fee charged by the Title Company; (3) The premium for owner's title insurance, including survey coverage; and (4) All costs for preparation of an ALTA survey. B. Seller shall pay: (1) All costs of obtaining a title insurance commitment; (2) State deed tax; (3) One-half of the closing fee charged by the Title Company; and (4) Conservation fee attributable to the Limited Warranty Deed 20. ADDITIONAL TERMS. A. Buyer's Contingencies. Buyer's obligations under this Agreement are expressly contingent upon Buyer's satisfaction with each of the following prior to Closing ("Buyer's Contingencies"): (1) Buyer determining that it is satisfied, in its sole discretion, with the results of matters disclosed by a Phase I Environmental Audit or by any environmental/engineering investigation or testing of the Property performed by Buyer or Buyer's agent. By executing this Agreement, Seller hereby authorizes Buyer to enter upon the Property at reasonable times to conduct the investigations and/or tests described herein. Buyer shall be solely responsible for all environmental tests and shall hold Seller harmless from any such costs and shall indemnify Seller for breach of this provision including reasonable attorneys' fees. (2) Buyer obtaining all permits, licenses, variances and approvals, including, without limitation, final plat approval, site plan and zoning approvals for Buyer's development of the Property substantially consistent with its proposal for Nicholas Estates as submitted to the City, consisting of: a. 22 single family lots on the northerly portion of the Property proposed to be rezoned RS -3 18362423 7 b. 21 single family lots on the southerly portion of the Property proposed to be rezoned RS -4 (3) Buyer recording the plat identified in subparagraph (2) simultaneously with the closing of this Agreement on the Closing Date. Seller and Buyer agree that the transaction contemplated herein is contingent upon the performance or resolution of the contingencies contained in this Paragraph. In the event any of the Contingencies have not been satisfied or waived, in the sole and absolute judgment of Buyer by Closing ("Contingency Period"), the Buyer may terminate this Agreement by giving written notice to the Seller. The Contingencies are for the sole benefit of the Buyer and the Buyer shall have the right to waive any or all of the Buyer Contingencies by written notice to the Seller. Termination of this Agreement by Buyer as a result of any of the Contingencies not being satisfied shall result in both parties hereto being relieved of any further rights, responsibilities or obligations hereunder other than the return of the Earnest Money to Buyer. Upon Termination of this Agreement by Buyer, Buyer shall execute a Quit Claim Deed of the Property to the Seller terminating Buyer's interest in this Purchase Agreement. B. Seller's Contingencies. Seller's obligations under this Agreement are expressly contingent upon Seller's satisfaction with each of the following prior to Closing ("Seller's Contingencies") expressly contingent upon Seller's satisfaction with each of the following prior to Closing: (1) Buyer obtaining all permits, licenses, variances and approvals, including, without limitation, final plat approval, site plan and zoning approvals for Buyer's development of the Property substantially consistent with its proposal for Nicholas Estates as submitted to the City, consisting of. • 22 single family lots on the northerly portion of the Property proposed to be rezoned RS -3 21 single family lots on the southerly portion of the Property proposed to be rezoned to RS -4 (2) Buyer recording the plat identified in subparagraph (1) simultaneously with the closing of this Agreement on the Closing Date. Seller and Buyer agree that the transaction contemplated herein is contingent upon the performance or resolution of the contingencies contained in this Paragraph. In the event any of the Contingencies have not been satisfied or waived, in the sole and absolute judgment of Seller by Closing, the Seller may terminate this Agreement by giving written notice to the Buyer. The Contingencies are for the sole benefit of the Seller and the Seller shall have the right to waive any or all of the Seiler Contingencies by written notice to the Buyer. Termination of this Agreement by Seller as a result of any of the Contingencies not being satisfied shall result in both parties hereto being relieved of any further rights, responsibilities or obligations hereunder other than the return of the Earnest Money to Buyer. Upon Termination of this Agreement by Seller, 183624423 Buyer shall execute a Quit Claim Deed of the Property to the Seller terminating Buyer's interest in this Purchase Agreement. C. "AS IS" Purchase. Except as set forth in this Purchase Agreement or any document contemplated hereby, (i) the Property is being sold, conveyed, assigned, transferred and delivered "as is, where is" on the date hereof, and in its condition on the date hereof, "with all faults," and Seller is not making, and expressly disclaims, any other representation or warranties written or oral, statutory, express or implied, concerning the Property, including but not limited to, representations or warranties relating to value or quality of the Property or with respect to this Purchase Agreement or the transactions contemplated hereby or thereby, and (ii) Seller specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the Property or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, D. Broker's Commission. Seller and Buyer represent and warrant to each other that they have dealt with no brokers, finders or the like in connection with this transaction, and agree to indemnify each other and to hold each other harmless against all other claims, damages, costs or expenses of or for any fees or commissions resulting from their separate actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 21. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement. 22. TRUE IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 23. MULTIPLE ORIGINALS. Seller and Buyer have signed two (2) originals of this Purchase Agreement. 183624V23 9 The City agrees to sell the Property for the price and terms and conditions set forth above. ;SELLER; CITY OF LAKEVILLE By: Matt Li e, Its Mayor And: �iZ 4 Charlene Friedges, Its City CI 183624v23 10 1 Dated; 2015 The Buyer agrees to bury the Property for the price and terms and conditions set forth above. Buyer's are licensed Real Estate Brokers representing themselves in this transaction. BUYER: T I , LLC By: Dated: �� Z , 2015 Vill- Its Chi Manager 18362423 11 EXHIBIT A PROPERTY: Outlot D, King Creek Greenway Addition, Dakota County, Minnesota, according to the recorded plat thereof; and Outlot B, King Creek Oreenway Addition, Dakota County, Minnesota, according to the recorded plat thereof, except that part described as follows: Commencing at the northeast corner of said Outlot B; thence South 24 degrees 36 minutes 41 seconds East, assumed bearing along the easterly line of said Outlot B, a distance of 49.40 feet to the point of beginning of the land to be described; thence continuing South 24 degrees 36 minutes 41 seconds Fast, along said easterly line, a distance of 318.13 feet; thence South 73 degrees 01 minute 49 seconds West a distance of 21.13 feet; thence North 16 degrees 58 minutes 11 seconds West a distance of 130.00 feet; thence South 73 degrees 01 minute 49 seconds West a distance of 39.13 feet; thence North 16 degrees 58 minutes 11 seconds West a distance of 60.00 feet; thence North 08 degrees 48 minutes 47 seconds West a distance of 126.59 feet to the point of beginning. 183624x23 12 EXMBIT B ESCROW AGREEMENT The undersigned, ("Escrow Agent") acknowledges receipt of No/100 Dollars ($ ) (the "Deposit") to be held by it pursuant to the terms of the Purchase Agreement attached to this Escrow Agreement. Escrow Agent agrees to hold the Deposit in accordance with the terms of the Purchase Agreement and disburse the same strictly in accordance with such terms. Escrow Agent shall invest the Deposit in such interest- bearing accounts or instruments as shall be approved by both the Buyer and the Seller. interest shall accrue for the benefit of Buyer and shall become part of the Earnest Money. Seller represents that its Tax I.D. Number is as follows: 41-6005304. Buyer represents that its Tax T.D. Number is as follows: The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty or liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. Escrow Agent may consult with respect to any question arising under this Agreement and shall not be liable for any action taken or omitted in good faith upon advice of such counsel. The fees and charges of the Escrow Agent shall be paid as follows: one-half of such fees and charges shall be paid by Seller and one-half of such fees and charges shall be paid by Buyer. ESCROW AGENT: Dated: By; Its: 183624x43 13 SELLER: CITY OF LAKEVILLE Dated: 111-311 � By: Justin Miller Its: City Administrator BUYER: KRB DEVELOPMENT lV, LLC Dated: By: Its: Chief Manager 183624x13 14 LVL L5hMAS O,c.7 MTO IV Proposal - Option 2 - See attached from James R. Hill - Option 2 has 85' lots on north, 70' lots on south. Total of 22 lots on north, total of 21 lots on south. Option 2 proposal — 43 lots North Parcel — Proposed RS -2 South Parcel — Proposed RS -4 Proposed price $1,600,000 The proposed use of RS -4 zoning on the south parcel would seem appropriate, due to the natural stream corridor buffer between the north and south parcels. The roadway connection between the parcels has been eliminated, allowing the differently zoned uses to remain unconnected. A cul-de- sac is required on the south parcel. I .. L.T..L.� P Al f-1111 I f- -1 r- f71 f-A/�-h jA`"`)\/ Ar1 f\IT I/l AI L_/"11\L_VIL.L. L_ l U L- L. 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