05-29-07 Agenda
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CITY OF RICHFIELD, MINNESOTA
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TUESDAY, MAY 29, 2007
SPECIAL CITY COUNCIL MEETING
COUNCIL CHAMBERS
6700 PORTLAND AVENUE
5:00 P.M.
AGENDA
Call to order
Roll call
1. Consideration of purchase agreement between City of Richfield, Portland Holdings, LLC
and Velocity Tire, Inc. for acquisition of property at 6544 Portland Avenue as part of 66th
Street and Portland Avenue intersection project
Staff Report No. 141
. Notes:
2. Special City Council Closed Executive Session in Executive Conference Room regarding
attorney-client discussion related to airport litigation
3. Adjournment of Special City Council Meeting in Council Chambers
Auxiliary aids for individuals with disabilities are available upon request. Requests must be
made at least 96 hours in advance to the City Clerk at 612-861-9738.
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AGENDA ITEM #
REpORT #
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STAFF REpORT
R1CHFIELD
CITY COUNCIL MEETING
MAY 29, 2007
REpORT PREPARED By:
KRISTIN ASHER, ASSISTANT CITY
ENGINEER
NAME, TITLE
COUNCIL PRESENTER:
DEPARTMENT DIRECTOR
REVIEW:
SIGNATURE
E:r
REVIEWED BY CITY
MANAGER:
EJ
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ITEM FOR COUNCIL CONSIDERATION:
Consideration of a Purchase Agreement between the City, Portland Holding, LLC and Velocity
Tire, Inc., as art of the 66th Street & Portland Avenue Intersection Pro'ect.
I. RECOMMENDED ACTION:
By Motion: Authorize the Mayor and City Manager to execute the
proposed Purchase Agreement between the City of Richfield,
Portland Holding, LLC, and Velocity Tire, Inc. for the acquisition of
the ro ert located at 6544 Portland Avenue.
I II. BACKGROUND I
The Mr. Tire service station located at 6544 Portland Avenue has been identified as
a required total acquisition in order to proceed with the 66th Street and Portland
Avenue Intersection Project.
Staff has negotiated with the property owner to reach a proposed purchase
agreement, acceptable and reasonable, for the taking of this property. The
proposed settlement offer of $1 ,450,000.00 takes into account land value, fixtures,
any potential claims for loss of going concern, and relocation reimbursement
benefits of the existing tenant (Velocity Tire). It also avoids any risk and costs
associated with litigation. The closing is tentatively scheduled for June 29, 2007.
0522MRTireagreement
. I III. BASIS OF RECOMMENDATION I
IA. POLICY I
. This property has been identified as necessary to be acquired for the
66th Street and Portland Avenue Intersection Improvement Project.
. Right of way acquisition procedures set forth by the Minnesota
Department of Transportation and the Federal Highway
Administration are being followed.
lB. CRITICAL ISSUES I
. All property for the project must be acquired by the City by September
15, 2007 to secure the federal funds.
I C. FINANCIAL I
. Funding for the purchase of this acquisition will be provided by
Hennepin County Community Works, Municipal State Aid funds and
the insurance company for Kennedy and Graven.
ID. LEGAL I
. Tom Scott acting as the City attorney has overseen the right of way
acquisition process and will be available to answer any questions.
. I IV. ALTERNATIVE RECOMMENDATION(S) I
. Do not authorize the Mayor and City Manager to enter into proposed
Purchase Agreement and direct staff on how to proceed.
I V. ATTACHMENTS
. Proposed Purchase Agreement
I VI. PRINCIPAL PARTIES EXPECTED AT MEETING I
. Representative from both Portland Holding, LLC (land owner) & Velocity Tire
(tenant)
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SETTLEMENT AGREEMENT
THIS AGREEMENT is made as of this day of , 2007, by and between
Portland Holding, LLC, a Minnesota limited liability company ("Owner or Seller"), Velocity Tire,
Inc., a Minnesota corporation ("Lessee") and the City of Richfield, a Minnesota municipal
corporation ("City" or "Buyer").
RECITALS
A. Seller is the owner of property located at 6544 Portland A venue South, Richfield,
Minnesota, which is legally described on the attached Exhibit A ("Property").
B. Lessee is the lessee or tenant of the Property.
C. There is no moveable personal property included in the sale. Except as set forth
below, this sale does include all immoveable fixtures on the Property, which are
identified on the attached Exhibit B ("Fixtures").
D. This Agreement is intended to settle any and all issues and claims between the
City, Lessee, and Owner relating to the acquisition of the Property and relocation
of the Lessee.
AGREEMENT
1. Offer/Acceptance for Sale of Property. The Owner agrees to convey to the City the
Property and Fixtures according to the terms of this Agreement.
2. Payment by the City.
A. City will pay jointly to Owner and Lessee the total amount of One Million Four
Hundred Fifty Thousand Dollars ($1,450,000.00) which sum shall be
allocated between Owner and Lessee in accordance with their separate
agreement.
B.-This payment is for a settlement of all issues involving the Owner and Lessee,
directly or indirectly related to acquisition of the Property and Fixtures under
threat of eminent domain, including, but not limited to, just compensation for
Owner and Lessee's interest in the Property and Fixtures, Lessee's loss of
going concern claim, interest, attorney fees, appraisal fees, relocation benefits,
minimum compensation, any right of first refusal pursuant to Minn. Stat.
117.226 which is specifically waived by Owner and Lessee. If for any reason
the closing contemplated by this Agreement does not occur, the parties agree
that the terms of this Agreement will not be disclosed to any valuation expert
retained in connection with an eminent domain proceeding and will not be
offered as evidence in any proceeding to determine the value of the Property.
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C. TERMS:
(1) EARNEST MONEY. The sum of Zero Dollars (-0-) Earnest Money
shall be paid by the City to the Owner.
(2) BALANCE DUE OWNER AND LESSEE: City agrees to pay jointly to
Owner and Lessee on the Closing Date any remaining Balance Due
according to the terms of this Agreement.
(3) DEED/MARKETABLE TITLE: Subject to petf611llance by City,
Owner agrees to execute and deliver a Quit Claim Deed
conveying marketable title to the Property to City, subject only to the
following exceptions:
a. Building and zomng laws, ordinances, state and federal
regulations.
b. Reservation of minerals or mineral rights to the State of
Minnesota, if any.
c.
Public utility and drainage easements of record which will not
interfere with City's intended use of the Property.
d.
Any use restrictions which relate to City licenses, zoning
codes or any other use restrictions which relate to City rules,
permits, licenses, regulations, ordinances or other limitations
placed upon the use of the Property by the City.
(4) DOCUMENTS TO BE DELIVERED AT CLOSING BY OWNER. In
addition to the Quit Claim Deed required at Paragraph 2.C.(3) above,
Owner and/or Lessee shall deliver to the City:
a. Stand(i~9f~r:rP_ Affi9,l\~it ofQwner.
b. A "bring-down" certificate, certifying that all of the warranties
made by Owner and Lessee in this Agreement remain true as of
the date of closing.
c. Certificates that neither Owner nor Lessee are a foreign
national.
d.
If an environmental investigation by or on behalf of the City
discloses the existence of petroleum product or other pollutant,
contaminant or other hazardous substance on the Property,
either (i) a closure letter from the Minnesota Pollution
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Control Agency (MPCA) or other appropriate regulatory
authority that remediation has been completed to the satisfaction
of the MPCA or other authority; or (ii) Agreement for
remediation/indemnification and security as the City may
require. It is hereby agreed that if any environmental
remediation is required to utilize the land for the purposes
intended by City, City agrees to use "best efforts" to obtain any
and all environmental clean-up funds from all Federal, State
and County sources before utilizing any funds from Owner,
with Owner's total contribution and Owner's total liabilty
limited to a-maximum-of $25,000. If Citydeterrriines that this
environmental clean-up provision is not acceptable, City can
elect to not purchase the property under Paragraph 3.B.
e.
Lease, in a form to be prepared by the City, consistent with
Paragraph 8 of this Agreement.
f.
Well disclosure certification, if required, or, if there is no well
on the Property, the Quit Claim Deed given pursuant to
Paragraph 2.C.(3) above must include the following statement:
"The Owner and Lessee certifY that the Owner and Lessee do not
know of any wells on the described real property."
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Any other documents reasonably required by the City's title
insurance company or attorney to evidence that title to the
Property is marketable and that Owner and Lessee have
complied with the terms of this Agreement.
3. Contingencies. City's obligation to buy is contingent upon the following:
A. City's determination of marketable title pursuant to Paragraph 4 of this
Agreement.
B.
City's__~~!_et@inati9!lL~1} jts sole. discretion,_ that - the. results of-the
-envIronmental investigation under this Agreement are satisfactory to
City; and
C. Approval of this Agreement by the City Council.
City shall have until the Date of Closing to remove the foregoing contingencies. The
contingencies at A. andB. are solely for the benefit of City and may be waived by City. The
contingency at C. may not be waived by either party. If City or its attorney gives written notice to
Owner and Lessee that the contingencies at A., B. and C. are duly satisfied or waived, the City,
Owner and Lessee shall proceed to close the transaction as contemplated herein.
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. If one or more of Owner's or Lessee's contingencies is not satisfied, or is not satisfied on time, and is
not waived, this Agreement shall thereupon be void at the written option of City, and City, Owner
and Lessee shall execute and deliver to each other the termination of this Agreement. As a
contingent Agreement, the termination of this Agreement is not required pursuant to Minnesota
Statutes, Section 559.21, et. seq.
4. Title Examination/Curing Title Defects. The City shall, at its expense and
within a reasonable time after the execution of this Agreement by all parties, obtain a commitment
for title insurance ("Commitment") for the Property. The City shall have fifteen (15)
. business days-after-receipt-of the commitment and executed-Agreementto examine the same and to
deliver written objections to title, if any, to Owner and Lessee, or City's right to do so shall be
deemed waived. Owner and Lessee shall have until the Closing Date (or such later date as the
parties may agree upon) to make title marketable, at the Owner's and/or Lessee's cost. In the event
that title to the Property cannot be made marketable or is not made marketable by the Owner
and/or Lessee by the Closing Date, then, this Agreement may be terminated at the option of the
City. Any defects are waived by the City upon closing. Except as specifically set forth herein,
City accepts the Property AS IS, WHERE IS AND WITH ALL FAULTS. Seller hereby
disclaims any and all implied or express warranties other than as specifically set forth herein.
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5. Environmental Investigation. City and its agents shall have the right to enter
upon the Property after the date of this Agreement for the purpose of inspecting. and surveying
the Property and conducting such environmental examination and tests as City deems
necessary. City agrees to indemnify the Owner and Lessee against any liens, claims, losses, or
damage occasioned by City's exercise of its right to enter and work on the Property. City agrees
to provide Owner and Lessee with a copy of any report as a result of such examination and tests.
6. Real Estate Taxes and Special Assessments. Owner shall pay real estate taxes,
prorated to the day of closing, payable in the year of closing, the entire unpaid balance of special
assessments, and all installments of special assessments levied and pending, including special;
assessments payable after the year of closing. Owner also agrees to pay all assessments related
to service charges furnished to the Property prior to the date of closing (e.g., delinquent water or
sewer bills), including those charges levied, pending, or certified to taxes payable in the year of
closing. _ __ __.___ _ _ __________ _
7. Closing Date. The date of closing will be on or before June 29, 2007. Delivery of
all papers and the closing shall be made at the offices of City, 6700 Portland A venue South,
Richfield, Minnesota 55423, or at such other location as is mutually agreed upon by the
parties. All deliveries and notices to City shall be made to the above address and marked to the
attention of Kristin Asher.
8. PossessionlLeaselRemoval of PropertyfUtiIitieslEscrow..
A.
PossessionlLease. City and Lessee agree to execute at Closing a lease, in
a form to be prepared by City, that conforms to the material terms set forth
in this paragraph. The term of the lease shall be from month-to-month,
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but shall require 90 days' advance written notice of termination by City, as
lessor to Lessee. Rent shall be payable on the first day of each month and
shall be Zero Dollars ($0.00) per month for the first four months of the
lease term and Three Thousand Four Hundred Fifty Dollars per month
($3,450.00) for the remaining lease term. If Lessee vacates possession of
the Property prior to the expiration of the lease term, rent shall be abated
to the date that possession is delivered to the City, as lessor. The lease
may not be assigned or subleased. Lessee is responsible for paying all real
estate taxes attributable to the Property as a result of the lease, even if the
taxes are payable after termination of the lease; Lessee is aware that
private- use of the Property -in one calendar year- may result in- taxes
payable in a following calendar year. Lessee shall pay all charges for
sewer, water, electric, gas, and cable television (collectively, "utilities")
provided to Property during the term of the lease. The City may deduct
charges for unpaid utilities incurred during such period from the escrow
provided in this paragraph. Lessee is also responsible for the cost of
maintaining and making routine repairs to the Property during the lease
term. Lessee must maintain casualty and liability insurance on the
Property during the term of the lease, in commercially reasonable amounts
as agreed upon by the parties. If the Property is damaged by any cause
whatsoever, the City shall have no obligation to make any repairs to the
Property, and Lessee shall have the option of terminating the lease or
undertaking the repairs at Lessee's sole cost.
B.
Removal of Property. Lessee agrees to remove from the Property all
debris and items of Lessee's personal property not included in this sale
prior to expiration of the lease. Items not removed by that date and time
will be disposed of by the City, and the cost of disposal will be deducted
from the escrow provided in Paragraph 8.D. Notwithstanding the
foregoing, Lessee shall have no obligation to remove the drive-on FMC
hoist.
C. No Encumbrances. Owner and Lessee agree not to place any liens or
encumbrances on the Property after the date ofthis Agreement.
D. Escrow. Owner and Lessee agree that, at closing, the City may retain
Five Thousand Dollars ($5,000.00) from the settlement amount for the
Property as an Escrow for payment of personal property removal,
disposal charges, real estate taxes owed by Lessee and utility charges.
The retained amount, less deductions provided for in this Paragraph 8, will
be delivered to Lessee no later than 60 days following the date of closing or
delivery of possession, whichever is later. Said funds shall be held by
. Campbell Knutson, Professional Association, as Escrow Agent, pursuant to
the terms of the Escrow Agreement attached here as Exhibit C.
E.
The City's ability to deduct amounts due under this paragraph from the
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retained escrow is not exclusive but is in addition to the City's rights at law
and equity to collect such amounts from Lessee. The Lessee is responsible
for the amounts due under this paragraph even if: (i) the City neglects to
deduct the amount from escrow; or (ii) the escrowed amount is insufficient
to pay all amounts due under this Paragraph 8.
9. Well Disclosure. Owner has provided City with a separate well disclosure
statement and will provide a well disclosure certificate at closing.
10. Fixtures. The immoveable fixtures listed on the attached Exhibit B are included
in the Purchase Price and are being sold in an "AS IS" condition. Notwithstanding Exhibit B or
anything herein to the contrary, Lessee may remove (at its sole cost and expense) the following
items:
a. The custom made stained oak base cabinet
b. The upright single stage air compressor with 5 horsepower motor and 80
gallon tame
c. The two sign faces stating "Mr. Tire" (6'X8' three color) on the two sided
pylon sign.
These items are identified with an asterisk ("*") on Exhibit B.
11.
Owner and Signatory Warranties.
A. Sewer and water. Owner and Lessee warrant that the Property IS
connected to City sewer and City water.
B. Mechanics' Liens. Owner and Lessee warrants that, prior to the closing,
Owner and Lessee shall pay in full all amounts due for labor, materials,
machinery, fixtures or tools furnished within the 120 days immediately
preceding the closing in connection with construction, alteration or repair of
any structure upon or improvement to the Property.
C.
Notices. Owner and- Lessee warrant that they have not received any
notice from any governmental authority as to violation of any law,
ordinance or regulation in connection with the Property.
D. Corporate Authority. Owner warrants that it is the owner of the
Property, that is has full authority to enter into this Agreement for the
sale of the Property. Lessee warrants that it is the Lessee of the
Property, that is has full authority to enter into this Agreement and the
lease described in Paragraph 8.A. Owner and Lessee warrant that there
are no other parties who hold any recorded or unrecorded interest in the
Property.
E.
Authority of Signatories. The signatories to this Agreement and the
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lease described in Paragraph 8.A. represent and warrant that they are
authorized representatives of the Owner and of the Lessee, respectively,
and that they have the authority to enter into this Agreement and the lease
described in Paragraph 8.A. on Owner's behalf and on Lessee's behalf.
12. Broker Commission. Each party represents to the other that it has not utilized the
services of any real estate broker or agent in connection with this Agreement or the transaction
contemplated by this Agreement. Each party agrees to indemnify, defend, and hold harmless the
other party against and in respect of any such obligation and liability based in any way upon
agreements, arrangements, or understandings made or claimed to have been made by the party
with any third person.
13. Zoning and Licensing Approvals; Investigation of Relocation Site. Owner
currently owns the Property and Lessee currently operates a tire store and automotive repair
service on the Property. There is no other business operated on the Property. Owner and Lessee
desire to relocate the existing business to another location. This Agreement is not contingent or
conditioned in any way upon Owner's and Lessee's ability to find a suitable site for relocation,
and Owner and Lessee assume all risk of securing a relocation site and obtaining any necessary
governmental approvals for that site. The parties established the settlement amount with full
knowledge and consideration of that risk, and Owner and Lessee have compromised and settled
any all potential claims against City for loss of going concern and relocation benefits as part of
this Agreement.
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14. Closing CostslRecording FeeslDeed Tax. The City will pay: (a) the closing fees
charged by the title insurance or other closing agent, if any, utilized to close the
transaction contemplated by this Agreement; (b) the premium for title insurance policy, if any,
obtained by the City; and (c) recording fees required to enable the City to record its deed from
Owner under this Agreement. Owner and/or Lessee will pay all other fees normally paid by sellers
and/or lessees, including any state deed or other transfer taxes, and charges related to the filing of
any instrument required to make title marketable. Each party shall pay its own attorneys' fees.
15. Inspections. From the date of this Agreement to the Date of Closing, City, its
employees and agents, shall be entitled to enter upon the Property to conduct such surveying,
inspections, investigations, soil borings and testing, and drilling, monitoring, sampling and
-~------ ---testing-of- groundwater-monitoring-wells, as-the-City- shaU-elect;-provided;-that l:essee-isgiven- at
least 24 hours' notice to Velocity Tire, Inc., 8477 Brewster Avenue, Inver Grove Heights, MN
55076. Copies of any such reports obtained by City shall be provided to Owner and Lessee if
the closing does not occur.
16. Risk of Loss. It there is any loss or damage to the Property between the date
hereof and the date of closing, for any reason including fire, vandalism, flood, earthquake or act
of God, the risk of loss shall be on the Owner and Lessee. If the Property is destroyed or
substantially damaged before the closing date, this Agreement shall become null and void, at the
City's option. At the request of the City, Owner and Lessee agree to sign a cancellation of
Agreement.
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17.
Relocation. Owner and Lessee agree that the settlement amount is inclusive of
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any and all amounts for relocation benefits. Owner and Lessee agree that by acceptance of the
consideration provided for herein, Owner and Lessee release and discharge the City and its
officers, employees, agents, successors and assigns, of and from any and all liability and claims,
at law or in equity, and under any state or federal law, for relocation benefits or real and personal
property taken, including damages, interest, and costs, arising out of or in connection with the
acquisition of the Property.
18. Condemnation. The parties acknowledge that this Agreement was entered into
under threat of condemnation. A stipulation of dismissal without costs of the pending
condemnation action in Hennepin County District Court (File No. 27-CV-07-789) pertaining to
the Property shall be executed by the parties at closing and filed with the District Court.
19. Notice. Any notice, demand, request or other communication which mayor shall be
given or served by the parties, shall be deemed to have been given or served on the date the same is
personally served upon one of the following indicated recipients for notices or is deposited in the
United States Mail, registered or certified, return receipt requested, postage prepaid and
addressed as follows:
OWNER:
Portland Holding, LLC
Attn: Stephanie Boyum
7800 Metro Parkway, #200
Bloomington, MN 55425
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LESSEE:
Velocity Tire, Inc.
Attn: Steve Buck
8477 Brewster Avenue
Inver Grove Heights, MN 55076
CITY:
City of Richfield
Attn: Kristin Asher
6700 Portland Avenue South
Richfield, MN 55423
20. Entire Agreement. This Agreement, Exhibits, and other amendments signed by
-----~---- ,the-parties; - shall- constitute-the-entire-:A:greement-between'Own'er;' LeSSee ana' tileCity aifd-
supersedes any other written or oral agreements between the parties relating to the Property.
This Agreement can be modified only in a writing properly signed on behalf of Owner, Lessee
and the City.
21. Survival. Notwithstanding any other provisions oflaw or court decision to the
contrary, the provisions of this Agreement shall survive closing.
22. Counterparts / Facsimile Signatures. This Agreement may be executed in
counter-parts. Facsimile signatures shall be as enforceable as original signatures.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and
year above.
CITY OF RICHFIELD
PORTLAND HOLDING, LLC
By:
Its Mayor
By:
Its:
And by:
Its City Manager
VELOCITY TIRE, INC
By; ~/J.,~
- Its: Vi: U- ~d
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M8Y-24-2007 14:10 From:
To: 916512220072
P.2/4
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IN W1TNESS WHEREOF, the wldcrsigncd have exeGuled this Agreement 011 tile date and
year abovt:.
CfTY OF RICI-IFIELD
PORTLAND HOLDING. LLC
By:
BY:~~
-ffs: t:t;J;e~ t.i1~
Its Mayor
And by:
lts Ci ty Managt:r
VELOCITY TIRE, INC
By:
Its:
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EXHIBIT A
Legal Description of Property To Be Acquired ("Subiect Property")
Parcel No.2 (PID No. 27-028-24-14-0011):
Property Address: 6544 Portlllild-Ave S, Richfield, MiIlilesota
Description ofSubiect Property:
The South 150 feet of the East 158 feet of the Southeast Quarter of the Northeast Quarter of
Section 27, Township 28, Range 24, according to the United States Government Survey
thereof and situate in Hennepin County, :Minnesota.
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Exhibit B
lAst of Immovable Fixture . I/I~
Mr. n~ Service
6544 Pontancr Ave. S.
- MN 55423 ;
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No. Deecrf&')ti'on ReN OEP; FMV
Trade FIxtures !
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Showroom
1) Custom made built in stained oak base cabinet
Wfth laminate counter with backsplash, 25.5" *$
deep, -r 9" long, S doors 2,240 20% .$ 1,790
1) 'nground round safe in oak cabinet above $ 450 70% $ 130
1) laminate cOvered sales ~~Kw!ttt!t~n~ction ,
-. .
.- counter, 3doorS, 24"' x 6' 'ong, buUt In cash
drawer $ 2,150 50%1 $ 1,080
,
1) Lot ofwafJ mounted 3" gray slat board, 520 SF='
Including 26 hooks $ 3,400 20% $ 2,720
1) Protection One security system, 5 door eontacts $ 1,400 40%: $ 840
East ServJee BaY$
1) Piece of wall mounted pegboard, 8 SF $ 40 60%,$ 20
1) Ron pfastlc dilji~ on war/, 40'" wide $ 100 60010 ; $ 40
1) Upright single stage air compressor with 5 hp.
mortor and 80 ga"on tank (for mground hoIst *$
operation) 4,200 50%;$ 2,100
2) Waif moonted shelves in M~'s f'e$froom with
hanger bars, 4' wide each, 4 brackets $ 250 50% .$ 130
South Service Bava
1) Globe fnground single eyfinder hoist with four
arms and pneumatic .controls, aux1Rsry aIr tank - .---- ---- -
-----est-10,OOO.capsclty- -. . .-.-.....-- __0.____ _. _u - -. - - -- $ 12~900 50% '$ 6t45O
Building Exterior
2) Bulfdlng mounted frame signs wIth plastic faces
stattng "Michelin TIres" and 'IAlignment, Tune-ups
Brakes. Shocks, Batteries, 3' x 12' each $ 5,040 !WA> $ 2,520
1) Building mounted painted meta' AC DeIce sign
4$" x 70" $ 1,350 30% $ 950
STI:VI:N WALl, APPRArSAL SERVICES, fHe.
PAGE 31
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Mr. "nre ServIce
6544 Portland Ava. S.
5 3
No. Ooscrl tiO"
rade Fixtures
Sulldln Ex1Brior
1) Building mounted lighted sign stating "General
Tire", 2' x 15' rong
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RCN DEP FMV
$ 2,100 50% $
1) Group of 12" high ptastlc letters on south buildIng
face above service bays stating AUGNMENT
TUNEUPS BRAKES SHOCKS BATIERIES and $ 2,320 70% $
canopy. MR. TIRE
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1) Two sided fighted pylon sign at southeast comer
of Jot stating Mr. Tire, three oolor faC$$, 8' )( 8'
wtth two fever advertising 8rea, 2' x 8'
TOTAL
-r1)10 S'; Vl F A-(f>J j T ,<).11 v T,'ve
(01 X 21 r+wp(> ColO{) 01-1 ,'vi e fW D
V ,'del P / 10v\ 51J VI
STEVEN WALL APl"RAiSAL SERVICES, INC,
$ 11.500 25%
$ 49,450
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EXHIBIT C
Escrow Agreement
THIS AGREEMENT entered into this day of , 2007, by and
between PORTLAND HOLDING, LLC, a Minnesota limited liability company ("Owner"),
VELOCITY TIRE, INC., a Minnesota corporation ("Lessee"), the CITY OF RICHFIELD, a
Minnesota municipal corporation ~'City" or "Buyer"), and Campbell Knutson Professional
Association ("Escrow Agent" or "Agent").
RECITALS
A. Owner, Lessee and Buyer have entered into a Agreement dated , 2007
("Agreement") for the sale of property located at 6544 Portland Avenue South,
Richfield, Minnesota and legally described on the attached Exhibit One (the
("Property").
B. The parties desire to close the sale of the Property on June 29, 2007.
AGREEMENT
The parties agree as follows:
1.
Delivery of Possession. Upon closing, Owner shall deliver possession of the
Property to Buyer, subj ect to rights of Lessee, and Lessee shall deliver possession
of the Property to Buyer on or in accordance with the lease entered into by the
parties pursuant to Paragraph 8A of the Settlement Agreement. The lease requires
the Lessee to pay all utilities, pay all prorated real estate taxes and to remove all
personal property from the Property upon expiration of the lease.
5.
Uninsured Damages/Insurance Lessee is responsible for any and all damages that
may occur to the Property before it vacates the Property that are not covered by
insurance. At all times during their occupancy of the Property Lessee shall
maintain a policy of public liability insurance covering themselves and the Buyer,
--as aclcliti-6tial insurea,-inthe- amoUllf of afleasIS r,ooo;oOO~OO-ai1d-afjoTicy of msurance
covering Lessee's personal property.
6.
Escrow. (a) Upon closing and execution of this Agreement, Lessee agrees to
deposit into escrow the sum of $5,000.00 (the "Escrowed Funds") from the
purchase price, to be held by Agent in a non-interest bearing account.
(b) Within 7 days after requested by Agent, Buyer shall provide to Agent (with
copy to Lessee) evidence of expenses incurred for the removal and disposal of
personal property and for payment of utility charges for services provided to the
Property prior to date of possession, if any. Agent shall reimburse Buyer for the
incurred expenses from the Escrowed Funds within 7 days following receipt of
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such evidence from Buyer.
(c) Agent shall deliver to Lessee the balance of the Escrowed Funds on deposit,
less deductions provided for in paragraph 6(b) above, no later than 30 days
following vacation of the Property by Lessee.
(d) The sole duties of Agent shall be those described herein, and 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. Agent shall have no duty or liability to verify any
amo_unts_dedu_cted_fromthe retained amount and Agent's sole responsibility shall be
to act expressly as set forth in this Escrow Agreement.
7.
Escrow AQent Liabilitv. 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 on any notice believed by it to
be genuine and to have been signed or presented by the proper party or parties,
consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent
shall have no duty or liability to verify any such notice, and its sole responsibility
shall be to act expressly as set forth in this Escrow Agreement.
Owner, Lessee and Buyer understand that Agent is legal counsel to the Buyer and
each consents to Agent's serving as Escrow Agent notwithstanding such
representation. In the event Agent determines, in its sole discretion, that it cannot
continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old
Republic National Title Insurance Company or such other Escrow Agent
acceptable to Owner, Lessee and Buyer. Owner and Lessee consent to Agent's
continued representation of Buyer after a deposit is made, and Buyer agrees to pay all
escrow fees charged by the substitute Escrow Agent.
8.
Notices to be sent to the parties to this Agreement shall be sent by mail or
personal delivery to:
OWNER:
Portland Holding, LLC
Attn: Stephanie Boywn
7800 Metro Parkway, #200
Bloomington, MN 55425
LESSEE:
Velocity Tire, Inc.
Artn: Steve Buck
8477 Brewster A venue
Inver Grove Heights, MN 55076
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BUYER:
AGENT:
City of Richfield
Attn: Kristin Asher
City Hall
6700 Portland Avenue South
Richfield, MN 55423
Campbell Knutson Professional Association
Attn: Thomas Scott
1380 Corporate Center Curve #317
Eagan, MN 55121
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IN WITNESS WHEREOF, the parties have executed this agreement as of the date
written above.
CITY OF RICHFIELD
By:
PORTLAND HOLDING, LLC
Its Mayor
And by:
Its City Manager
By:
Its:
VELOCITY TIRE, INC
BY~~'
--Its: l u-'/~J
ESCROW AGENT:
Campbell Knutson, Professional Association
By:
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IVIClY L::.J V I I L0::7C:l
vlepnanr8 Doyum
[I LLU4U'I LU
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BUYER:
City of Richfield
Attn: Kristin Asher
City Hall
6700 Portland Avenue South
Richfield, MN 55423
AGENT:
Campbell Knutson Professional Association
Attn: Thomas Scott
1380 Corporate Center Curve #317
Eagan, MN 55121
fN 'WITNESS WHEREOF, the parties have executed this agreement as of the date
\VTitten above.
CITY OF RICHFIELD
PORTLAND HOLDING, LLC
By:
~p'1ff;~
Its: C-h'~ - . tC
Its Mayor
By:
And by:
Its City Manager
VELOCITY TIRE, INC
By:
Its:
ESCROW AGENT:
Campbell Knutson, Professional Association
By:
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