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HomeMy WebLinkAboutCity Council Resolution 2012-271CITY OF PLYMOUTH RESOLUTION NO. 2012-271 A RESOLUTION Dispensing with Statutory Requirement for Review by Planning Commission of Acquisition of Property and Approving of the Purchase Agreement and Lot Line Adjustment for the County Road 73/Zachary Property WHEREAS, the City of Plymouth ("City") is the fee owner of the property legally described in the attached Exhibit "A" ("City Property"), and; WHEREAS, the City is proposing to acquire property abutting the City Property legally described in the attached Exhibit "B," ("Subject Property") under the terms of the proposed purchase agreement between the Kenneth Lloyd Finley ("Seller") and the City ("Purchase Agreement"), attached hereto and incorporated herein as Exhibit "C," and; WHEREAS, Minn. Stat. § 462.356, subd. 2 requires that the Planning Commission review the City's proposed acquisition of real property for compliance with the comprehensive plan and to report to the City Council in writing its findings, and; WHEREAS, Minn. Stat. § 462.356, subd. 2 provides for an exception from the requirement for review by the Planning Commission upon 5/7 vote of the City Council dispensing with the requirement and finding that the acquisition or disposal of the real property has no relationship to the comprehensive plan, and; WHEREAS, the acquisition of the Subject Property by the City and the combination of the Subject Property with the City Property also results in a lot line adjustment of the northern boundary of the City Property which will now extend to the northern boundary of the Subject Property, and; WHEREAS, the Director of Parks and Recreation has negotiated a purchase price of $58,000 for said property. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA 1. The City Council finds that the acquisition of the Subject Property under the Purchase Agreement has no relationship to the comprehensive plan. 2. Review by the Planning Commission of the acquisition of the Subject Property is hereby dispensed with, the proposed transaction is hereby approved, and the Mayor and City Manager are authorized and directed to execute all documents, and take all appropriate measures to acquire the Subject Property under the terms of the Purchase Agreement. 2. The City Council hereby approves the lot line adjustment that results from the combination of the City Property with the Subject Property. 3. The purchase agreement between the City of Plymouth and Kenneth Lloyd Finley is hereby approved, and further, that fiinding will be taken from the park dedication fund. Approved this 11th day of September, 2012. STATE OF MINNESOTA) ( ss. COUNTY OF HENNEPIN ) The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the Plymouth City Council on September 11, 2012 with the original thereof on file in my office, and the same is a correct transcription thereof. WITNESS my hand officially as such City Clerk and the Corporate seal of the City this day of , 2012. City Clerk EXHIBIT "A" Legal Description of City Property: That part of the North 32 rods of the Southwest 1/4 of the Southwest 1/4 of Section 36 Township 118, Range 22, Hennepin County, State of Minnesota, lying east of the West 241 feet thereof and that Part of the West 241 feet of the North 32 Rods of the Southwest'/4 of the Southwest 1/4 lying south of the North 428 feet. EXHIBIT "B" Legal Description of Subject Property: The South '/z of the South 1/3 of the Northwest 1/4 of the Southwest 1/4 of Section 36 Township 118, Range 22, Hennepin County, State of Minnesota, except the west 300 feet thereof. EXHIBIT "C" REAL ESTATE PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on the day of , 2012, by and between the CITY OF PLYMOUTH, a Minnesota municipal corporation, 3400 Plymouth Boulevard, Plymouth, Minnesota, 55447("Buyer"), and KENNETH LLOYD FINLEY, 304 Zachary Lane North, Plymouth, Minnesota 55441 ("Seller"). 2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real property situated in Hennepin County, Minnesota, legally described on Exhibit "A" attached hereto and incorporated herein, together with (a) all right, title and interest in and to any roads or alleys adjoining or servicing such land, right- 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; (b) any improvements located on the land; (c) all rents, leases, contract rights, causes of action, permits, licenses, and other rights relating to the land and improvements; and (d) all right, title, and interest of Seller in and to any plans, specifications, surveys, studies, reports, renderings, or drawings pertaining to the Subject Property and improvements, including environmental, marketing and related matters. ("Subject Property"). 3. PRICE AND TERMS. The price for the Subject Property included under this Purchase Agreement is Fifty Eight Thousand and No/100 Dollars ($58,000.00), which Buyer shall pay in cash on the Closing Date. 4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a 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; and 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. 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Prior Years' Delinquent Real Estate Taxes and Delinquent 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 based solely on the land value and the proportionate share to be acquired by Buyer. Buyer shall assume installments against the Subject Property based on land value not paid at 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. The parties understand that the legal description in this Purchase Agreement is a new description requiring a lot line adjustment. The lot line adjustment will require that the fiill year's taxes be paid before the deed can be recorded. 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 Special Assessments. 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. G. Deferred Special Assessments. Seller shall pay on the Date of Closing or provide for payment of any deferred special assessments payment of which is required as a result of the Closing of this sale and the recording of the Deed. Seller's provision for payment shall be by payment into escrow of 1.5 times the estimated payoff amount of the deferred special assessments. H. Taxes and Special Assessments in the Years Following Closing. Buyer shall pay real estate taxes payable in the years following Closing and special assessments payable therewith, the payment of which is not otherwise provided herein. Seller makes no representation concerning the amount of future real estate taxes or of future special assessments. 6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES. Seller warrants that there has been no labor or material furnished to the Subject Property for Seller for which payment has not been made. 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 Subject 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 Subject 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 Subject 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 Subject Property not later than the actual date of closing. 9. TITLE INSURANCE. Within fifteen (15) days of the date of this Agreement, Buyer shall be responsible for obtaining title evidence and reviewing title to the Subject Property. Buyer shall be allowed twenty (20) business days after the receipt of the title commitment 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 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller's intention to make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. If any objection is so made, Seller shall have ten (10) 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 objection. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within ten (10) days after written notice to Buyer, the parties shall perform this 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, the Buyer (at Buyer's option) shall have the right to: (a) terminate this Agreement; or (b) cause the exception(s) to be removed and credit Buyer's cost to remove the exception(s) against the Purchase Price. 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 XX Seller certifies that Seller does not know of any wells on the Subject Property. Wells on the Subject Property are disclosed by Seller on the attached Well Disclosure form. 14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following: J XX Seller certifies that Seller does not know of any individual on-site sewage treatment systems on the Subject Property. Individual on-site sewage treatment systems on the Subject 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. To Seller's knowledge, no entity or person has, at any time: a) "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 adjacent tracts in violation of applicable laws; or b) taken any action in "response" to a "release" in connection with the Subject Property or adjacent tracts; or c) 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 or adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below) in violation of applicable law. The terms set within quotation marks above means any substance, whether waste, liquid, gaseous or solid matter that is or is deemed to be hazardous, hazardous waste, toxic, pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any applicable environmental law. 2. Seller has the present full authority and power to execute this Agreement and to close the sale of the Subject Property. 3. 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, riles 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. 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. 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, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. If Buyer elects to proceed with the Closing following such discovery, Buyer shall be deemed to have waived its rights to assert a claim against Seller arising from the inaccuracy or untruthfuInes s of any such covenant, representation, or warranty. C. PROTECTED HISTORICAL SITES. [,Select either (1) or (2) below:] Seller represents that Seller does not know if there are historical, Native American, or archeological materials on or in the subject property that might be protected by law. X To Seller's knowledge, 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 September 28, 2012 ("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. 18. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively the "Closing Documents"): (1) Warranty Deed. A 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 Subject 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 bankruptcies against or involving Seller or the Subject Property; that there has been no skill, labor or material furnished to the Subject 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 Subject Property. (3) Non -Foreign 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(f)(3) of such Code and such regulations. (4) Storage Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. § 116.48. (5) Well Certificate. If there is a well located on the Subject 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 Subject 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 Subject Property; (2) Payment of the Purchase Price. 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 Warranty Deed; (2) One-half of the closing fee charged by the Title Company; (3) Pro -rated taxes; and (4) All costs of obtaining a title insurance commitment and the premium for owner's title insurance, including survey coverage. B. Seller shall pay: (1) State deed tax; (2) One-half of the closing fee charged by the Title Company; (3) Pro -rated taxes; and (4) Conservation fee attributable to the Warranty Deed 20. ADDITIONAL TERMS. A. Buyer's Contingencies. Buyer's obligations under this Agreement are contingent upon the following (`Buyer's Contingencies") expressly contingent upon Buyer's satisfaction with each of the following prior to Closing: (1) The representations and warranties of Seller set forth in this Agreement must be true as of the date of this Agreement and on the Closing Date, and Seller shall have delivered to Buyers at Closing a certificate dated the Closing Date, signed by Seller, certifying that such representations and warranties are true as of the Closing Date. (2) Buyer determining on or before the Closing Date, 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 Subject Property performed by Buyer or Buyer's agent. By executing this Agreement, Seller hereby authorizes Buyer to enter upon the Subject 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. (3) Buyer determining that it is satisfied with the title to the Subject Property. (4) Seller obtaining the necessary lot line adjustment creating the Subject Property. 21. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement. 22. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 23. MULTIPLE ORIGINALS. Seller and Buyer have signed [number] originals of this Purchase Agreement. I agree to buy the Subject Property for the price and terms and conditions set forth above. BUYER: CITY OF PLYMOUTH And Kelly Slavik, Mayor Laurie Ahrens, City Manager Dated: 2012 We agree to sell the Subject Property for the price and terms and conditions set forth above. SELLER: Dated: .2012 Kenneth Lloyd Finley