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HomeMy WebLinkAbout1994 [09] Sep 26 {Book 06} ~ Mayor Donald "Bud" Reber Councilors . First Avenue NW Ken Hiemenz Ross Rieke Bob Loso P.O. Box 668 Stephanie Hazen St. Joseph, Minnesota 56374 (612) 363-7201 City Clerk/Adm FAX # 363-0342 CITY OF ST. JOSEPH Rachel Stapleton SPECIAL CITY COUNCIL MEETING September 26, 1994 8:00 p.m. 1. Call to Oràer 2. TIP Financing . Ballot Question ..., . 4~ Adjourn . SPECIAL CITY COUNCIL MEETING September 28, 1994 7:00 p.m. 1. Call to oràer 2. Special Use Permit - Steve Hoffman 3 . Local Government Radio Frequency 4. 1995 Wage and Benefit Package. 5 . Adjourn . " - .. - -, - , r ... . . CITY OF COLD SPRING, MINNESOTA POLICY AND PROCEDURE FOR REVIEW AND CONSIDERATION -' OF TAX INCREMENT FINANCING PROJECTS 1. PURPOSE 1.01 The purpose of this policy is to establish the position of the City of Cold Spring with respect to the use of Tax Increment Financing for private development within the City. This policy shall be used as a guide in the application for, review and consideration of any requests for Tax Increment assistance. 1.02 The City shall have the option, by action of the City . Council, to amend or waive sections of this Policy when determined necessary, appropriate, an ~n keeping with the best interests of the City. 2. STATEMENT OF POLICY 2.01 The City of Cold Spring, through its Comprehensive Plan, has adopted goals and objectives to encourage and assist when necessary, the economic development and redevelopment of the City to ensure the present and future well being of the City's economy, tax base and employment opportunities. The City, in furthering these goals and objectives, will consider, in a limited number of cases, applications from qualified companies or individuals for the use of Tax Increment Financing, in accordance with this Policy Statement and applicable Minnesota State Statutes. 2.01 To insure prudent use of this scarce municipal financing mechanism, the City Council of Cold Spring finds it appropriate to develop policies and procedures for the preparation, review and implementation of future tax increment financing projects, in adàition to those required by the Minnesota Tax Increment Financing Act. . ~ -' - . . 3 _ ELIGIBILE USES FOR TAX INCREMENT FINANCING 3_01 As a matter of adopted policy, the City of Cold Spring will consider using Tax Increment Financing (TIF) to assist private developments only In those circumstances in which the proposed private . +- meet one or more of the pro.) ec uS following uses: A. To redevelop blighted or under-utilized areas of the City. B. To meet the following housing-related uses: 1. To provide a diversity of housing adjacent to the downtown area. 2. To provide a variety of housing ownership. alternatives and housing choices_ 3. To promote affordable housing for low and moderate lncome individuals. 4. To promote neighborhood stabilization and revitalization by removal of blight and incompatible land uses and upgrading the existing hosing stock in residential areas. . 5_ To fill identified and unmet housing needs of the City. C. To remove structural deterioration and encourage redevelopment in commercial and industrial areas of the City in order to encourage high levels of property maintenance and private reinvestment in those areas_ D. To increase the tax base of the City In order to ensure the long-term ability of theCity to provide adequate services for its residents while lessening the reliance on residential property tax. E. To retain local jobs, lncrease the local job base, and provide diversity of employment opportunities in the City and surrounding area. F. To expand the industr ial, commercial and serVlce related market potential of existing businesses 1n the City. G. To provide essential public services that are not present in the City or need to be :expand ed to meet growing needs. H. To accelerate the development/redevelopment process and . to achieve development on sites which would not be developed without public assistance. ~ - - . . . I. To meet other uses of public policy, which may be adopted by the City Council from time to time, including the promotion of:quality urban design, environmental clean-up, energy conservation, decreasing the capital and operating consts of local government and the prudent use of municipal resources. 4_ TAX INCREMENT PROJECT APPROVAL CRITERIA 4~Ol All new projects approved by the City of Cold Spring should meet the following mandatory minimum approval criteria. However, it should be noted that a project meeting these criteria WILL NOT be automatically approved by the City Council. Satisfying the criteria stated herein does not create any contractual rights on the part of any potential developer or the City. A. The project must meet one or more of the above adopted Tax increment uses_ B. The TIF assistance shall be provided within applicable state legislative restrictions and other appropriate financial requirements and policies, including thoses stated herein. . C. The proj ect must be 1n accordance wi'th the City's Comprehensive Plan and Zoning Ordinances, or required changes to the Plan and Ordinances must be under active consideration by the City at the time of approval. D. TIF assistance will not be provided to projects that have the financial fesibility to proceed without the benefit of Tax Increment Financing. Any applicant for TIF assistance must clearly demonstrate to the City, 1n a manner acceptable to the City, that the project will not proceed without the assistance requested. Prior to consideration of a TIF financing request, the City may undertake an independen t analysis of the financing for the project to help ensure that the request for assistance is valid_ E. Any applicant will be required to provide reasonable information and or data requested by the City to effectively evaluate the need for TIF assistance, including, but-not-limited to market stud i,es} proforma cash flows, rental data, construction costs, permanent financing assumptions, appraisals, and other information deemed necessary and appropriate for reVIew and analysis of the proposed proj ect. . - - - . . . F_ The Developer must provide adequate financial guarantees to ensure the repayment of the TIF subsidy, including, but-not-limited to,. assessment agreements} letters of credit, and a statement of the Developer to enter into a Contract for Private Redevelopment with the City, to be considered a second mortgage on the financed project_ G. Any developer requesting TIF assist.ance should be able -- to demonstrate past successful general development capability, as well as specific capability 1n the type and size of the project proposed. H. The developer must provide the City assurances that the firm will retain ownership of the proj ect at least long enough to complete construction of the Minimum Improvements, to stabilize occupancy, to establish the project management and to initiate repayment of the TIF assistance provided by the City. 1. The level of TIP funding shall be reduced to the lowest possible level and term of District by maximizing the use of private debt and equity financing first, and then using other funding sources or lncome producing . alternatives that can be structured into the project financing. J. At the time of submission of a proposal for TIF assistance the Developer must, in writing, agree to enter into a pre-development agreement indemnifying and holding the City harmless against all costs and expenses of the City in the review and preparation of any Tax Increment Financing Plans and related prokect analysis} should the project not proceed or be implemented} for any reason. S LIMITATION ON THE USE OF TAX INCREMENT PROJECTS The City Council will not favorably consider a new tax increment project if the current total captured tax capacity of all existing and certified projects exceeds % of the total tax capacity of the City. (Total TIF Tax Capacity divided by Total City Tax Capacity). . - -- - . . . . 6 TAX INCREMENT PROJECT EVALUATION CRITERIA 6.01 All projects will be evaluated on the following criteria for compar1son with other proposed TIF proj ects reviewed by the City, and for comparison with other subsidy standards (where appropriate)_ It 1S realized that changes in local markets, costs of construction, interest rates, and other proj ec t related variables may cause changes 1n the amounts of Tax Increment subsidies that a given project may requ1re at any given time. 6.02 It is understood that criteria, by their very nature, must remain subjective. However, whenever possible, set criteria have been established as minimum standards to be met. The fact that a giver. proposal meets one or more of the Standard criteria, does not mean that it 1S entitled to funding under this policy_ The City Council reserves the right to apply this criteria and determine the appropriateness of any TIF proposal. 6.03 The following are the evaluation criteria that will be used . by the City of Cold Spring 1n the review and consideration of any proposal for the use of TIF assistance: A. All TIF proposals should optimize the private development potential of a given site. B_ All TIF proposals should obtain the highest possible private to public financial investment rate. The City Council has establshed a benchmark ratio of 3 parts private to 1 part public funding for industrial projects. Housing and Retail/Commercial projects shall be reviewed on an individual basis, taking into consideration the public purpose to be served, location and total development costs of the project. C_ All TIF proposals should create the highest feasible number of new jobs on the site, and ratio of property taxes paid before and after development. D. TIF assistance will not be used to support speculative industrial, commercial and office proj ect.s. In general, speculative projects are defined as those projects which have letters of in ten t or preleasing agreements for less than 50% of the available leaseable area. . E. All TIF proposals involving the displacement of low and moderate 1ncome residents should give specific attention to the reloacation of those residents. Adequat.e ' ..... SOlUGlons to these relocation (re-housing) needs will be required as a matter or pub I ic po li-cy:-- , ~ -. - . . . F. TIF will normally not be used ~n a project that involves an excess~ve land and/or property price, as determined by appraisal of the sit.e. This will normally be considered when the acquisition price of the site is more than 15:~ ~n excess of the fair market value. Disposition of real property acquired by the City for a given project will be at a " price to be negotiated", depending upon the financial needs of the proj ect_ .- G. All TIF proj ects must meet the "but for" test, as set forth in Minnesot.a Statutes. TIF will not be used unless the need for the City's financial participation is sufficient that, without same, the proj ect could not proceed in the manner proposed, with a reaswonable period of time. H. TIF will not be used when the developer , credentials, In s the sole judgement of the City Council, are inadequate due to past track record relating to: completion of proj ects, general reputation and/or bankruptcy, or other problems or issues considered relevant by the City. r. Tax Increment public assistance will not be used to support projects that place demands on City services, or other capital or operating expenditures, that exceed the . average city expenditures for similar facilities, without having the additional costs addressed, as a priority, in the assistance Plan_ Consideration will be given to the total public costs that are required to support the prcj ect, including offsite facilities costs that are required. J. TIF will not be used for projects that would generate significant environmentsl problems in the opinion of local, state or federal governmental authorities. H. Tax Increment Financing will not be used when the schedule for development has exceeded the schedule extablished ~n the Contract for Private Redevelopment, and where the City has not agreed to extensions of that schedule. r. TIF funding should not be provided to those projects that fail to meet good public policy criteria as determined by the Council, including: poor project quality, projects that are not in accord with the Comprehensive Plan or Zoning Code of the City, redevelopment p I an s , and improvements to surrounding , , uses, the neighborhood, J.alìQ and/or the City; projects that do not provide a significant lncrease 1n tax base, new or retained . emp loymen t; projects that do not meet financial feasibility criteria established by the City; and Pl.'oj ects that do not provide the highest and best desired use ~ rc:r the property. - ~ -- - . , . 7 TAX INCREMENT FINANCING APPLICATION PROCEDURES 7.01 PRE-APPLICATION PROCEDURES A. Developer proposing the use of TIF assistance shall meet will appropriate City staff to discuss the nature and scope of the project, public participation being requested, time schedule and other information as may be required for initial review. B. Completion of Preliminary Tax Increment Financing Pre-Application form. This form shall be submitted to the City Clerk/Treasurer for transmittal to the City Council, and Planning Commission for information purposes. The pre-application, at a minimum, shall contain the information requested In the attached Form (Exhibit A). C. The request (pre-application) shall be reviewed by city staff or their designated representative, as the feasibility of the project and compliance with the City's TIF Policy and applicable State Statute. Upon completion of same, the pre-application shall be placed on the next available City Council agenda for concept reVIew. The . applicant may make a formal presentation of the project. At the Council meeting, staff will persent its' findings relative to their review of the preliminary application. D_ If the Council's Preliminary Concept review is positive, the applicant may elect to final a formal application (Exhibi t B), accompanied by a written statement that the Developer will enter into an Agreement to reimburse the City for its' costs, as set forth in Section 4.01 (3) of this Policy_ E. If Zoning and Planning Commission action is required, it will be necessary for the app lican t, at this time to make application to the Commission for approriate action, according to requirements. F. Following the necessary financial analysis, as set forth herein, and preparation of detailed plans, the City Council will take action on the proj ect, as provided in Minnesota Statutes_ It lS specifically understood that , no consideration of any proj ect will be made until other taxing jurisdictions have had, at a minimum, 30 days to review the proposed TIF Plan. No requests for waiver of the thirty days will be considered appropriate. G_ If the Plan l~' approved by the Council, following a . .:> Public Hearing, the staff will be directed to undertake whatever steps are necessary and appropriate to implement said Plan and the requirements of this Policy. ~ -~ - EXHIBIT A " J - .' CIT! OF COLD SPRING, MINNESOTA . PRE-APPLICATION TAX INCREMENT FINANCING ASSISTANCE Legal name ot applicant: Address: Telephone number: Name ot contact person: REQUESTED INFORMATION Addendum shall be attached hereto addressing in detail the t"ollowing: 1. A map showing the exact boundaries ot proposed development. 2. Give a general description ot" the project including: size and location ot" building(s); busines~ type or use; traffic information including parking, projected vehicle counts and traffic flow; timing of the project; estimated . market value following completion. 3. The existing Comprehensive Guide Plan Land Use designation and zoning of the property. Include a statement as to how the proposed development will conform to the land use designation and how the property will be zoned. 4. A statement identifying how the increment assistance will be used and why it is necessary to undertake the project. 5. A statement identifying the public benefits of the proposal including estimated increase in property valuation, new jobs to be created and other community assets. 6 . A written perspective of the developers company of corporation, principals, history and past projects. SIGNATURE Applicant's signature: . Date: ~ - - ------------- ". l:Llu.J.J..oJ.l .D " .. · cIrt OF COLD SPRING, MINNESOTA' Application £or Tax Increment Financing GENERAL INFORMATION: BU3inea3 Name: Date: Addreaa: Type (Partner:ship, etc.) Authorized Representative: Phone: Description ot Business: Legal Counsel: Address: Phone: FINANCIAL BACKGROUND: · 1 . Have you ever ~iled ror bankruptcy? 2. Have you ever defaulted on any loan commitment? 3. Have you applied for conventional financing tor the project? . 4. List rinancial references: a. b. c. 5. Have you ever used Tax Increment Financing before? Ir yes, where and when? PROJECT INFORMATION: 1 . Location of Proposed Project: · 2. Amount of Tax In~rement Assistance requested? 3 . Need for Tax Increment Assistance: ~ -. 4. Present ownership of site: . - : 'j « - . ~ . 5. Buaber o~ per.anent jobs oreated as a result ot project? 6. Estia.ted annual sales: Present: Future: 7. Market yalue ot projeot rollowing oompletion: 8. Hame and address or arohitect: 9. Antioipated start date: Completion Date: -, FINANCIAL INFORMATION: 1 . Estimated project related costs: a. land acquisition $ b. site development c. building cost d. equipment e. architectural/engineering tees f. legal f'ees g. off'-site development costs 2. Source of f'inancing: . a. priyate financing institution $ b. tax increment f'unds c. other public funds d. developer equity .. PLEASE INCLUDE: 1. Preliminary financial commitment from bank. 2. Plans and drawing of project. 3. Background material of' company. 4. Pro Forma analysis. 5. Financial statements. 6. Statement of property ownership or control. - - . - :-..:r-!::.6 _____~ __ ., , i . ~ - ...;~, 1\I1J !'I.UI'f..;¡l\.l' IIHf'!..;¡111:.1I:.X Ll U ¡-AX NU. ö122b1b886 P. 02 , v. IIIU lU'<"U ¿. . .' , T RATKOWSKI H A N S, M In E R LTD. Atto"'lty~ at l,.aw Reply to: St. Cloud --VIA FAX-- 5T.CWUD September 22, 1994 11 Sèvnlth Av(!/\~ North 1",0. Box 1433 .5~ Cloud, MN S6302-1ol~1 Ms. Rachel Stapleton 612'Z51-1055 st. Joseph city Clerk 800-445-9617 P.O.. Box 668 I'AX6t2·2ðl·5896 St. Joseph, MN 56374 RE: New Fire Hall MINNEAPOLIS \ Our File No. 16,718 2904 PIau VI! 4S South 5eventh $h>::.t I Dear Rachel: MinnoapOli!, MN S54.O¡·I620 Accompanying this letter is a proposed sample ballot 612·:>:!9·9~6 question dealing with the issuance of revenue bonds for !!OO·445·961i the purchase of the Roske property. Please call me if , FAX 612'251.5896 \ you have any questions or comments. I believe th~t the ballot question adequately covers the following issues: A. The amount of bonds to be issued. I'RIINIC J. 8A/KOWOKI - B. The purpose. GORDON H. I:lANSME!£R FREDERICK L. G¡¡UNK~ C. The source of revenue for retirement of the bonds. THOMAS G. jðVANOVICH. I do not believe that the Council needs a "super ¡OliN H. SCHmrl majorityn to place this issue on the ballot. Our PAULA. ~"JKOW$)(I research has also indicated that a "super majority" is KtVIN F, GUY not necessary to proceed with the purchase of real WIWAM f. C....~f{MNJ property. DAV1DT. SHAY , RICH/lRD W, SOMLVAARQ You may want to check the Minutes, but as I recall the MlCH.<\£L c. RAlKOW::KI st. Joseph City Council did adopt by a 3 to 1 majority a Resolution aut~orizing the presentation of an option agreement for the purchase of the Roske. property a$ well as authorizing the question of the issuance of bonds to tinance the project to be placed upon the J/lM£S H. KUL't, M.D" F.A.C,P, ballot at the general election in November. MEDICA~ CONSULTANt :;ORtJ<". H. HANSMlZ!m ¡:, ¡\ )M!T'f"" TO "RA<.'11<:r. I do believe that we should immediately hammer out the IN No~ n ( DAKen-A ^ND Wri<.~~I"'. d~taila of an agreement with the Townships relating to .- A. "'''''"''. .~"'''' ownership of the property, payment of the cost of A MJ.~IMN'IINSI)U!1lD^KOT^. purchasing the property, payment for the ihstallation . MEM~l!lI Q" AMt.'u<:"" of improvements and payment of the cost of constructing l1aMl,O OF TRIAl, À!)V\~ÁU". a building. I wrl1=start p~ttlng together some ideas~ for review by the city Counêil. I bèlieve that this ---. , RAJKOWSKI HANSMEIER LTD FAX NO. 6122515896 P. 03 SEP-22-94 THU 10:20 . Ms. Rachal stapleton , September 22, 1994 Page. - 2 - information should bè hammered out before this proposal is presented to the VQters in a public informational meeting. Thank you. Vèry truly yours, RAJKOWSKI HANSMEIER LTD. H. Scherer JHSjbaz L¡\sen\~671a\~f092294.011 , , ~ ~ - -- - - - ...-.~- - ' - - ~ . ,~ . BALLOT ISSUE Should the city of st. Joseph issue general obligation bonds in an amount not to exceed $166,000 for the purpose of financing the purchase of approximately 10.5 acres of unimproved real estate located between East Minnesota street and county Road 75 (commonly known as "the Roske property") to be used as a site for a Fire Hall, and with the bonds to be retired by tax revenues from the political subdivisions served by the st. Joseph Volunteer Fire Department? CJ Yes C:=J No . . - ---- ~-: !o.j.--=--=-::-::- - ,-- - --.,":-~~. .: \~ . . V RAJKOWSKI HANSMEIER LTD~ Attorneys at Law Reply to: st. Cloud HAND DELIVERED ST.CWUD 11 Seventh .-\,·enue North September 22, 1994 P,o, Box 1433 St. Cloud, :VIN 56302-1433 612-151-1055 Ms. Rachel Stapleton SOO-44S-961ï st. Joseph City Clerk FAX 612-151-5896 P.O. Box 668 st. Joseph, MN 56374 M1N¡"''EAPOLlS RE: Fire Hall Selection Process 2904 Plaza VII Our File No. 16,718 -15 South Se\'enth Street Dear Rachel: :'vtinneapolis. ~1~ 55402·1620 612-339-9206 Enclosed herewith, please find an Option Agreement for 800'445'9617 the purchase of the Roske property as authorized by the FAX 612·251.3896 Joint Board at the meeting held last Tuesday. In . accordance with the motion of the Joint Board, would you and the Mayor please execute the option where I have indicated. The Purchase Agreement should not be executed at this time. FR-4NK J. R,4/Ko\V5KI * GORDO.\! H, HA?VSMEIER As soon as the option Agreement is executed, would you FREDERICK L. GRUNKE please deliver it to our office with a check in the THOMAS G, JOVA,\!O\'ICH amount of $5,000 made payable to Gerald Roske. I will have this check delivered to his realtor with the JOHX H. SCHERER signed option. PAUL A. RA/KOWSKI KEVIX F. GRAY Very truly yours, WILLIAM f. CASHMAN DAVID T, SHAY RAJKOWSKI HANSMEIER LTD. RICHARD IV, SOBALVARRO MICHAEL C. RA/KowSKI Scherer JAMES H. KELLY, MD., F.A.c.P. JHS/baz MEDICAL CO:-;SULTAr-.'T Enclosures GORDO:'-i H. HA~5~1EJER IS AD~UTTED TO PRAcnCE I~ NORTH DAKOTA AND \VlSCONSIN, L:\gen\16718\a£092294,012 PAUL A. RAJKOWSKlIN WISCONSIN AND \VILLL\M]. c.-\SH..\1A..~ IN SoUTI-I DAKOTA. . ... MEMBER OF A..\tERICAN' BoARD OF TRL\L ADVOCATES. ----- - -, - , OPTION FOR THE PURCHASE OF REAL PROPERTY · This OPTION is granted , 1994, by Gerald W. Roske and Marion J. Roske, herein referred to as ("Optionor") to the City of St. Joseph a Minnesota Political Subdivision, and herein referred to as ("Optionee"). 1. Grant of option. In consideration of the sum of $5,000.00 paid by Optionee to Optionor, receipt whereof is hereby acknowledged, Optionor grants to Optionee the exclusive option to purchase the Real Property described in attached Exhibit A. 2. Expiration date. This option shall expire at 10 a.m. on the 120th day following the date of this Option. 3. Notice of exercise. Optionee may exercise this option only by giving written notice thereof to Optionor at the address stated in the attached form of agreement by registered or certified mail, prior to the expiration date. 4. Purchase price. The total purchase price for the property shall be the sum of $166,000.00 which Optionee shall pay to Optionor as provided in the attached Purchase Agreement form, Exhibit A. The foregoing sum of $5,000.00 paid for this option shall be credited as earnest money upon exercise of the option, as provided in attached Exhibit A. 5. Failure to exercise option. If Optionee does not exercise this option, Optionor shall retain Optionee's $5,000 payment made hereunder, free from any and all claims · which Optionee may have. In that event, neither party shall have any further rights or claims against the other. 6. Exercise of option. If Optionee exercises this option, Optionor and Optionee shall perform their respective obligations set forth in the attached Exhibit A. as Seller and Buyer respectively. 7. Assignment. This option and all rights hereunder shall be freely assignable. If Optionee shall assign the same, all acts to be performed by him with respect to the purchase of the property, including the execution and delivery of the purchase money note and mortgage, may be performed by any assignee, whether the assignment is made before or after the exercise of this option. In witness whereof the parties have signed and acknowledged this option. Gerald W. Roske Marion J. Roske · - -, - , STArn OF ) ) SS. · COUNTY OF ) On this day of , 1994 to me known to be Gerald W. Roske and Marion J. Roske, executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed. Notary Public CITY OF ST. JOSEPH By Mayor By Clerk · STArn OF MINNESOTA ) ) SS. COUNTY OF ) On this day of , 1994 to me known to be - , the Mayor for the City of St. Joseph and , the Clerk for the City of S1. Joseph, executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed. Notary Public L:\gen \16395\at062994.402 · - 2--- - -, - .' PURCHASE AGREEMENT . TIllS AGREEMENT is made as of day of , 1994, between Gerald W. Roske and Marion J. Roske, herein referred to as the ("Seller"), and The City of St. Joseph, a Minnesota Municipal Corporation, herein referred to as the ("Buyer"). In consideration of this Agreement, Seller and Buyer agrees as follows: 1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the following property: Real Property. The real property located in Stearns County, Minnesota, described on the attached exhibit ("Land") together with (1) all buildings and improvements constructed or located on the Land ("Buildings") and (2) all easements and rights benefiting or appurtenant to the Land (collectively the "Real Property"). 2. Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $166,000.00 and shall be payable as follows: (a) $5,000.00 previously paid by the Buyer to the Seller as consideration for an option to purchase the real property as earnest money to be applied upon execution of this agreement. (b) $161,000.00 in cash on or before the date of closing. . 3. Contingencies. The obligations of Buyer under this Agreement are contingent upon each of the following: (a) Representations and Warranties. The representations and warranties of Seller contained in this Agreement must be true now and on the Closing Date as if made on the Closing Date. (b) Title. Title shall have been found acceptable, or been made acceptable, in accordance with the requirements and terms of Section 6 below. (c) Performance of Seller's Obligations. Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement. Included within the obligations of Seller under this Agreement shall be the following: (i) Seller shall allow Buyer, and Buyer's agents, access to the Real Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same. Buyer shall pay all costs and expenses of such investigation and testing and shall hold Seller and the Real Property hafßÙess from all costs and liabilities relating to the Buyer's activities. Buyer shall further repair and . restore any damage to the Real Property caused by or occurring . during Buyer's testing and return the Real Property and/or Personal Property to substantially the same condition as existed prior to such EXHIBIT entry. - -, e - . (ii) Buyer may, at its costs and expenses, cause the Real Property to be surveyed by a Surveyor. . (d) Municipal Approval Approval of this Contract by the City Council of the City of S1. Joseph and the S1. Joseph Town Board as required by the laws of the State of Minnesota. (e) Approval of Bond Issuance. Approval of the issuance of general revenue bonds in the amount of the purchase price as required by M.SA § 475.59. 4. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur within 90 days after execution of this Purchase Agreement or within 30 days after all of the contingencies contained herein are met, or waived in writing (whichever is sooner), but under no circumstances shall closing occur later than February 1, 1995. The Closing shall take place at 10:00 a.m. local time at City Hall in the City of St. Joseph or at such other place as may be agreed to. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. A. Closing Documents. On the Closing Date, the Seller and Buyer shall execute and/or deliver the following: (1) A General Warranty Deed. (2) A Certificate of Real Estate Value. (3) A Well Disclosure Statement. . (4) An Affidavit of Seller. (5) All other documents reasonably determined by Buyer to be necessary to transfer the Property to Buyer free and clear of all encumbrances. 5. Prorations. Seller and Buyer agree to the following prorations and allocations of costs regarding this Agreement: (a) Deed Tax. Seller shall pay all state deed tax regarding the Warranty Deed to be delivered by Seller under this Agreement. (b) Real Estate Taxes and Special Assessments. General real estate taxes and installments Of special assessments payable therewith payable in 1993 and all prior years will be paid by Seller. General real estate taxes and installments of special assessments payable therewith payable in 1994 shall be pro-rated between the Buyer and Seller to date of closing. (c) Recording Costs. Buyer will pay the cost of recording all documents necessary to place record title in Buyer. (d) Other Costs. All other operating costs of the Property, will be allocated . between Seller and Buyer as of the Closing Date, so that Seller pays that . part of such other operating costs payable before the Qosing Date, and ~ -- 2 - 4 . Buyer pays that part of such operating cots payable from and after the Closing Date. · (e) Attorney's Fees. Each of the parties will pay its own attorneys' fees, except that a party defaulting under this Agreement or any closing document will pay the reasonable attorneys' fees and court costs incurred by the non defaulting party to enforce its rights regarding such default. Seller shall be responsible for legal fees incurred in preparation of the Warranty Deed and Certificate of Real Estate Value. Seller shall also pay costs associated with the preparation of the Abstract of Title; Buyer pays fees associated with the examination of title. 6. Title Examination. Title Examination will be conducted as follows: (a) Seller's Title Evidence. Seller shall, within 30 days after the date of this Agreement, furnish the Buyer an abstract having been last continued within 10 days of the date of delivery. (b) Buver's Objections. Within 15 days after receiving the abstract, Buyer will make written objections ("Objections") to the form and/or contents of the Title. Buyer's failure to make Objections within such time period will constitute waiver of Objections. Any matter shown on such abstract and not objected to by Buyer shall be a "Permitted Encumbrance" hereunder. Seller will have 60 days after receipt of the Objections to cure the Objections, during which period the Closing will be postponed as necessary. Seller shall use its best efforts to correct any Objections. If the Objections are not cured · within such 60 day period, Buyer will have the option to do any of the following: (1) Tenninate this Agreement and receive a refund of the Earnest Money and the interest accrued and unpaid on the Earnest Money, if any. (2) Waive the objections and proceed to close. 7. Operation Prior to Closing. During the period from the date of Sellers acceptance of this Agreement to the Closing Date, Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief. However, Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date, without the written consent of Buyer, which consent may be withheld by Buyer at its sole discretion. 8. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: (a) Authority. Seller has the requisite authority to enter into and perform this . Agreement and those Seller's Closing Documents signed by it; and such · documents are valid and binding obligations of Seller, and are enforceable in accordance with their terms. - -. 3 - . (b) Title to Real Property. Seller owns the Real Property, free and clear of all encumbrances. . (c) Leases. The property is not subject to a Lease that cannot be legally terminated by the Seller prior to closing. ' (d) Utilities. Seller has received no notice of actual or threatened reduction or curtailment of any utility service now supplied to the Real Property. (e) Assessments. Seller has received no notice of actual or threatened special assessments or reassessments of the Real Property. (f) Rights of Others to Purchase Property. Seller has not entered into any other contracts for the sale of the Property, nor are there any rights of first refusal or options to purchase the Property or any other rights of others that might prevent the consummation of this Agreement. (g) Seller's Defaults. Seller is not in default concerning any of its obligations or liabilities regarding the Property. (h) Proceedings. There is no action, litigation, investigation, condemnation or proceeding of any kind pending to the best knowledge of Seller. (i) Agents and Emplovees. No management agents or other personnel employed in connection with the operation of the Property have the right to . continue such employment after the Closing Date. G) Condition. All structures contained on the property are sold "as is." Seller makes no warranty or representations as to the condition of said structures. (k) Underground Storage Tanks. There are no underground storage tanks located on the property. Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing. Each of the representations and warranties herein contained shall survive the Closing. Wherever herein a representation is made "to the best knowledge of Seller", such representation is limited to the actual knowledge of the Seller. Except as herein expressly stated, Buyer is purchasing the Property based upon its own investigation and inquiry and is not relying on any representation of Seller or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions and examination herein set forth. Consummation of this Agreement by Buyer with knowledge of any such breach by Seller shall constitute a waiver by Buyer of any claims due to such breach. 9. Representation and Warranties by Buyer. Buyer represents and warrants to Seller that Buyer is under no disability and has the power to enter into this Agreement, subject to . the contingencies noted herein. Buyer will indemnify Seller, 'its successors and assigns, against, and . will hold Seller, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because of the breach of any of the above ~ -, 4 - . representations and warranties, whether such breach is discovered before or after closing. Consummation of this Agreement by Seller with knowledge of any such breach by Buyer will . constitute a waiver by Seller of any claims due to such breach. 10. Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and at Buyer's option to be exercised within thirty days after Seller's notice, this Agreement shall terminate, in which event neither party will have any further obligation under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to tenninate despite such damage, the Buyer may purchase at the original purchase price, in the present condition without obligation on the part of the Seller to repair or turnover any insurance proceeds received by Seller. 11. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty days after Seller's notice, this Agreement shall terminate, in which event neither party will have further obligations under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made to or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent. 12. Broker's Commission. Seller shall be liable for any broker's commission or . finder's fee accruing as the result of this transaction. 13. Mutual Indemnification. Seller and Buyer agree to indemnify each other against, and hold each other harmless from, all liabilities including reasonable attorneys' fees in defending against claims arising out of the ownership, operation or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other case payments directly attributable to the liability in question (net of the cost of collection, including reasonable attorneys' fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any third party for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by the indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such party. 14. Assignment. Either party may assign its rights under this Agreement with prior written consent of the other party, before or after the Closing. Any such assignment will not relieve such assigning party of its obligations under this Agreement. 15. Survival. Representations and warranties of this Agreement will survive and be enforceable after the Closing. . . 16. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to Seller by delivering it - - -~ 5 - . personally to an office of Seller, or if it is directed to Buyer, by delivering it personally to an officer of Buyer, or if mailed in a sealed wrapper by United States certified mail, return receipt requested, . postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: City of St. Joseph City Hall St. Joseph, MN 56374 If to Buyer: Alan Bright Gerald W. Roske Meyer Commercial 3655 Ballestero Dr. 14 No. Seventh Ave. Jacksonville, FL 32257-6914 St. Cloud, MN 56303 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 17. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 18. Entire Agreement: Modification. This written Agreement constitutes the . complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in a writing executed by the parties. 19. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 20. Controlling Law. This Agreement has been made under the laws of the State of Minnesota" and such laws will control its interpretation. 21. Remedies. If Buyer defaults under this Agreement, Seller shall have the right to terminate this Agreement by giving written notice to Buyer. If Buyer fails to cure such default within 15 days of the date of such notice, this Agreement will terminate, and upon such termination Seller will retain the earnest Money as liquidated damages, time being of the essence of this Agreement. The termination of this Agreement and retention of the Earnest Money will be the sole remedy available to Seller for such default by Buyer, and Buyer will not be liable for damages or specific perfonnance. If Seller defaults under this Agreement, Buyer shall have no right to seek damages from Seller for Buyer's loss of its bargain in failing to acquire the Property, but Buyer shall recover as damages from Seller all of Buyer's out-of-pocket costs. 22. Withdrawal of Offer. This Agreement shall be deemed to be withdrawn unless accepted by Seller and a fully executed counterpart of this Agreement returned to Buyer on . or before the _ day of ,1994. . ~--~ - -, 6 - " Seller and Buyer have executed this Agreement as of the date first written above. . Date of Signature: Gerald W. Roske, Seller ,1994 Date of Signature: Marion J. Roske, Seller ,1994 CITY OF ST. JOSEPH Date of Signature: By Its ,1994 By Its ,1994 . n: \gen \ 16395\af062994.401 . . ~ _. 7 - ..- . - ;"... --- -- -----. - . Rc:11 Property Dc:scripåoc . PARCEL -A-: That par: of the Northwest Qua~¡r of the Sout~east Qu¡rt~r (NWl/4 SEl/t) of, Section Ten (10), Township One Hund~ Twenty-Four (124) . Horth, Range Twenty-nine (Z9) \.lest, St. Jose,h iownshiø. Stums County, Hinnesota, being mora particularly described is follows: . Commencing at the Northwest c~rner of saiã Northwest Quartar of the Southeast Quarter (NWl/4 SE1/4); thence North 89 degrees 29 œinutas sa seconds East, assumed bearing, alonq the Narth line Df said Hortnwest Quarter of the Southeast Quarter (NWl/4 Së!/4), a distanca of 371.00 feet; thence South, parallal with the West line of said Northwest Quarter of the Southeast Quarter (NWl/lo S~!/lo). a d1sUnc2 of 116.13 feet to the point of beginning of the par:al to be desc~;bed: thence continue South. parallel with said ~est line of the Northwest Quarter of the Southeast Quarter (~1/4 5~1/4). a distance of 2Jõ.9S feet to the northerly right-oF-way line or Hinnesota Street (formerly Minnesota State Trunk Highway Number 3 and United St¡t;s Trunk Highway Humber 52); thence South as degrees 11 œinutes 57 sec~nds West, along said nor<;herly street right-of-....ay line. a dis':ance of 140.06 feet, thence North, parallel wit!1 said West line of the Northwest Quarter of the Southeast Quarter (NW1/4 SEl/4), a distanC~ of 2'2.15 feet; thence North 87 degrees 19 minutas 46 saconds Eat, .;¡ distanc2 of 139.73 feet to the point of beginning, , Said parcel contains 0.768 acr~s of land, mor~ or less, and is subject to existing easements of record. PARCa 'S': ~~at part or the Southwest Quarter of the Northeast Quarte~ (S\.I1/4 NE!/4) of Section Ten (10), iownship Cne Hundred Twenty-four (124) No~h, Range Twenty-nine (29) ~est, St. Joseph Township, Stearns County, Minnesota, being more particularly described as follows: . Commencing at the Southwest c~rner of said Southwest Quarter of the Northeast Quarter (SWl/4 NEl/4); thence ~or:h 89 degrees 29 minutes sa second East, .;¡ssumed bearing, along the South line of said Southwest Quarter of the Northeast Quarte: (SWl/~ NEll'), a distance of 371.00 feet to the point or be~inning of the ~ar~ei to be described; thence North parallel with the West line of sai~ Southwest Quarter or the Northeast Quarter (SW!/4 NEl/4), a distance of 318.82 feet to the southerly right-oF·way line or County State Aid Highway Number 75 (fo~erly United States irunK Highway N~~ber 52); thence South 8S degrees 45 minutes as seconds East, aìong said southe~ly right-oF-way line, a distance of 418.18 feet; thence aastarly aìong said southerly right-of-way line and along a tangential curve concav~ to the South ,having a radius of 11384.16 feet, a cen:ral angle of 02 degrees 13 minutes 10 seconds, 440.98 Feet; thence South 42 degrees 54 minutes SÓ seconds E~st along said southerìy right-cf-way line, a distance of 131.23 feet to the East line of said Sc~th~es: Quarter of the Northe.;¡st Quarter (~~1/4 NEI/4); thence South 00 éegrees 04 minutes 23 seconds West, along said East line of the Southwest Quarter of the Northeast Quarter (S~1/4 NEl/4), t distance of 37.17 feet to the northeast corner of the parcel described in Deed Document N~ber 350944 thereof on fi1e and of record in the Office of the County Recorder, Stearns County, Minnesota; thence South 89 degrees 29 minutes 58 seconds West ¡long the North line of said parcel described in Oeed Document Number 350944, a distance of 290.41 feet to the northwest c~rner of said parcel described in Deed Document NUmcer 350944; thence South 00 degrees 04 minutas 23 seconds West, along the West lina of the parcel described in Deed Document Number 350944 and along :he Wes: line of the parcel described in Deed Document Number 321987 thereof on rile and of record in the Office of the County Recorder, Stearns County, Minnesota, ¡ distance of 150.00 feet to said South line of said Southwest Quarter of the Northeast Quarter (SWl/4 NEI/4); thence South 89 degrees 29 minutes 58 seconds West, along said South line of the Southwest Quarter of the . Northeast Quarter (SW1/4 NEl/4), a distance of 657.41 feet to the point . of beginning. Said parcel contains 5.480 acres of land, mora or less, and is subject to existing euements of recorá. ~ _. - ~--- ---- y . PARCEL -Co": That part of the Southwest Quarter of the Northeast Quarter (SWl/4 NEl/4) and that part of the Northwest Quar~er of the Southeast Quarter (NWl/4 S£1/4) of Section Ten (10), Township One ~undred Twenty-four . (124) North, Range Twenty-nine (29) West, St_ Joseph Township, Stearns County, Minnesota, being more particularly described as follows: Commencing at the Southwest corner of said Southwest Quarter of the Northeast Quarter (SWl/4 NEl/4), said point also being the point of beginning of the parcel to be described; thence North assumed bearing along the West line of said Southwest Quarter of the Northeast Quarter (SWl/4 NEl/4), a distance of 330.15 fee~ to the southerly right-of-way line of County State Aid Highway Number 75 (formerly United States Trunk Highway Number 52); ~hence South a8 degrees 45 minutes 05 seconds East, along said southerly highway right-oF-way line, a distance of 371.06 feet; thence South parallel with said ~est line of the Southwest Quarter of the Northeast Quarter (Sw1/4 NEl/~), a distance of 318.82 feet to a point that is Ncr:h 89 degrees 29 minutes 58 seconds East, along the South line of said Southwest Quar::r of the Northeast Quarter (SWl/4 NE1/4), a distance of 371.00 fee~ Fr,m said Southwest corner of the Southwest Quarter of the Northeast Q~arter (SWI/4 N£1/4); thence continue South parallel wi:h said West 1 tne of the Southwest Quarter of the Northeast Quarter (SwI¡~ NE!/4) and also parallel with the West line of said Northwest Qua~~er of the Southeas: Quarter (NWI/4 SEi/4), a distanc: of l1ô,13 fee;:; thence South 8i degr:es 19 minut:s ~õ seconds West a distance of 13g,73 feet; thenc: South paralle] with said West line of the Nor~hwes: Quar:er of the Southeast Quarter (NW1/4 SEl/4) a distance of 242.iS fee~ to the northerly right-oF-way line of Minnesota Street (formerly Minnesota State Trunk Highway Number 3 and United States Trunk Highway Number 52); thence South 85 degrees 11 minutes 57 seconds West, along said northerly street right-of-way line, . a distanc: of 30.11 feet; thence Nor:h parallel with said West line of the Northwest Quarter of :he Southeast Quarter (NWl/4 SE1/~) a distance of 198.00 feet to the easterly extension of the northerly lines of the parcels d:scribed in Deed Joc~ment Numbers 213025, 188750 and 184595 thereof on file and of re~:rt in the Off:ce of the County Reç~rder, Stearns County, Minnesota; thence South 85 degrees 11 minutes 5i seconds West, along said easterly extension and the northerly lines of said parcels described in Deed Document Numbers 213025, 188750 and 184595. a distance of 202.10 feet to the northwesterly corner of said parcel described in Deed Document Number 13d595, said point also being on said West line of the Northwest Quarter of the Southeast Quarter lNW1/4 SEl/4); thence North along said West line of the Northwest Quarter of the Southeast Quarter (NW1/4 SEl/4), a distance of 183.00 feet to the point of beginning. Said parcel contains 4.20õ acres of land, more or less, and is subject to existing easements of record. . . ~ - - - .,~,.. .. ..~...~,....".._.... , . ~ Mayor Donald "Bud" Reber Councilors · First A venue NW Ken Hiemenz Ross Rieke Bob Loso P.O. Box 668 Stephanie Hazen St. Joseph, Minnesota 56374 (612) 363-7201 City Clerk/Adm FAX # 363-0342 CITY OF ST. JOSEPH Rachel Stapleton SPECIAL CITY COUNCIL MEETING September 26, 1994 8:00 p.m. 1. Call to Order 2. TIF" Financing ~ Ballot Question ..." . 4. Adjourn · SPECIAL CITY COUNCIL MEETING September 28, 1994 7:00 p.m. 1. Call to order 2. Special Use Permit - Steve HoÍfman 3 . Local Government Radio Frequency 4. 1995 Wage and Benefit Package. 5. Adjourn · ~ - ~ - -, - . ¡ .~ . t . . CITY OF COLD SPRING, MINNESOTA POLICY AND PROCEDURE FOR REVIEW AND CONSIDERATION OF TAX INCREMENT FINANCING PROJECTS 1. PURPOSE 1.01 The purpose of this policy is to establish the position of the City of Cold Spring with respect to the use of Tax Increment Financing for private development within the City. This policy shall be used as a guide in the application for, review and consideration of any requests for Tax Increment assistance. 1.02 The City shall have the option, by action of the City . Council, to amend or waive sections of this Policy when determined necessary, appropriate, an ln keeping with the best interests of the City. 2. STATEMENT OF POLICY 2.01 The City of Cold Spring, through its Comprehensive Plan, has adopted goals and objectives to encourage and assist when necessary, the economic development and redevelopment of the City to ensure the present and future well being of the City's economy, tax base and employment opportunities. The City, in furthering these goals and objectives, will consider, ln a limited number of cases, applications from qualified companies or individuals for the use of Tax Increment Financing, in accordance with this Policy Statement and applicable Minnesota State Statutes. 2.01 To insure prudent use of this scarce municipal financing mechanism, the City Council of Cold Spring finds it appropriate to develop policies and procedures for the preparation, reVlew and implementation of future tax increment financing projects, in adàition to those required by the Minnesota Tax Increment Financing Act. . - - . . 3 _ ELIGIBILE USES FOR TAX INCREMENT FINANCING 3.01 As a matter of adopted policy, the City of Cold Spring will consider using Tax Increment Financing (TIF) to assist private developments only in those circumstances in which the proposed private . t- meet one or more of the pro.] ec yS following uses: A. To redevelop blighted or under-utilized areas of the City. B. To meet the following housing-related uses: 1. To provide a diversity of housing adjacent to the downtown area. 2. To provide a variety of housing ownership. alternatives and housing choices_ 3. To promote affordable housing for low and moderate income individuals. 4. To promote neighborhood stabilization and revitalization by removal of blight and incompatible land uses and upgrading the existing hosing stock In residential areas. . 5. To fill identified and unmet housing needs of the City. C. To remove structural deterioration and encourage redevelopment In commercial and industrial areas of the City ln order to encourage high levels of property maintenance and private reinvestment in those areas. D. To increase the tax base of the City In order to ensure the long-term ability of theCity to provide adequate services for its residents while lessening the reliance on residential property tax. E_ To retain local jobs, increase the local job base, and provide diversity of employment opportunities in the City and surrounding area. F. To expand the industr ial, commercial and serVlce related market potential of existing businesses In the City. G_ To provide essential public serVlces that are not present in the City or need to be :expanded to meet growing needs. . H. To accelerate the development/redevelopment process and to achieve development on sites which would not be developed without public asslstance. . - . . I- To meet other uses of public policy, which may be adopted by the City Council from time to time, including the promotion of:quality urban design, environmental clean-up, energy conservation, decreasing the capital and operating consts of local government and the prudent use of municipal resources. 4. TAX INCREMENT PROJECT APPROVAL CRITERIA 4~Ol All new projects approved by the City of Cold Spring should meet the following mandatory minimum approval criteria. However, it should be noted that a project meeting these criteria WILL NOT be automatically approved by the City Council. Satisfying the criteria stated herein does not create any contractual rights on the part of any potential developer or the City. A. The project must meet one or more of the above adopted Tax increment uses_ B. The TIF assistance shall be provided within applicable state legislative restrictions and other appropriate financial requirements and policies, including thoses stated herein. . C. The proj ect must be 1n accordance wfth the City's Comprehensive Plan and Zoning Ordinances, or required changes to the Plan and Ordinances must be under active consideration by the City at the time of approval. D. TIF assistance will not be provided to projects that have the financial fesibility to proceed without the benefit of Tax Increment Financing. Any applicant for TIF assistance must clearly demonstrate to the City, 1n a manner acceptable to the City, that the project will not proceed without the assistance requested. Prior to consideration of a TIF financing request, the City may undertake an independent analysis of the financing for the project to help ensure that the request for assistance is valid. E. Any applicant will be required to provide reasonable information and or data requested by the City to effectively evaluate the need for TIF assistance, including, but-not-limited to market stud i,es, proforma cash flows, rental data, construction costs, permanent financing assumptions, appraisals, and other information . deemed necessary and appropriate for review and analysis of the proposed project_ . ~ - . . · F_ The Developer must provide adequate financial guarantees to ensure the repayment of the TIF subsidy, including, but-not-limited to" assessment agreements, letters of credit, and a statement of the Developer to enter into a Contract for Private Redevelopment with the City, to be considered a second mortgage on the financed project_ G. Any developer requesting TIF assistance should be able to demonstrate past successful general development capability, as well as specific capability in the type and Slze of the project proposed. H _ The developer must provide the City assurances that the firm will retain ownership of the proj ect at least long enough to complete construction of the Minimum Improvements, to stabilize occupancy, to establish the project management and to initiate repayment of the TIF assistance provided by the City. I. The level of TIF funding shall be reduced to the lowest possible level and term of District by maximizing the use of private debt and equity financing first, and then using other funding sources or income producing · alternatives that can be structured into the project financing. J. At the time of submission of a proposal for TIF assistance the Developer must, in writing, agree to en tel' into a pre-development agreement indemnifying and holding the City harmless against all costs and expenses of the City in the reVlew and preparation of any Tax Increment Financing Plans and related prokect analysis, should the project not proceed or be implemented, for any reason. 5 LIMITATION ON THE USE OF TAX INCREMENT PROJECTS The City Council will not favorably consider a new tax increment project if the current total captured tax capacity of all existing and certified projects exceeds % of the total tax capacity of the City. (Total TIF Tax Capacity divided by Total City Tax Capacity). · ~ -' - . . · 6 TAX INCREMENT PROJECT EVALUATION CRITERIA 6.01 All projects will be evaluated on the following criteria for comparison with other proposed TIP projects reviewed by the City, and for comparison with other subsidy standards (where appropr ia te) . It 1S realized that changes in local markets, costs of construction, interest rates, and other project related variables may cause changes 1n the amounts of Tax Increment subsidies that a given project may requ1re at any given time. 6.02 It is understood that criteria, by their very nature, must remain subjective. However, whenever possible, set criteria have been established as minimum standards to be met. The fact that a giveú proposal meets one or more of the Standard criteria, does not mean that it 1S entitled to funding under this policy. The City Council reserves the right to apply this criteria and determine the appropriateness of any TIP proposal. 6.03 The following are the evaluation criteria that will be used · by the City of Cold Spring in the review and consideration of any proposal for the use of TIP assistance: A. All TIF proposals should optimize the private development potential of a given site. B. All TIP proposals should obtain the highest possible private to public financial investment rate. The City Council has establshed a benchmark ratio of 3 parts private to 1 part public funding for industrial projects. Housing and Retail/Commercial projects shall be reviewed on an individual basis, taking into consideration the public purpose to be served, location and total development costs of the proj ect. C. All TIP proposals should create the highest feasible number of new jobs on the site, and ratio of property taxes paid before and after development. D_ TIF assistance will not be used to support speculative industr ia 1, commercial and office project.s. In general, speculative projects are defined as those projects which have letters of intent or preleasing agreements for less than 50% of the available leaseable area. · E. A 1 ' TIF proposals involving the displacement of low and ..L.L moderate income residents should give specific attention to the reloacation of those residents. Adequat.e ' . ..' SO.iUL-10nS to these relocation (re-housing) needs will be required as a matter of pub I i cpo 1 rc i-:-- - - . F. TIF will normally not be used in a project that involves an exceSS1ve land and/or property price, as determined by appraisal of the sit.e. This will normally be considered when the acquisition price of the site is more than lS:{ in excess of the fair market value. Disposition of real property acquired by the City for a given project will be at a " pr1ce t.o be negotiated", depending upon the financial needs of the project. G. All TIF proj ects must meet the "but for " test, as set .- forth in Minnesota Statutes. TIF will not be used unless the need for the City's financial participation is sufficient that, without same, the project could not proceed 1n the manner proposed, with a reaswonable period of time_ H. TIF will not be used when the developer's credentials, in the sole judgement of the City Council, are inadequate due to past track record relating to: completion of projects, general reputation and/or bankruptcy, or other problems or 1ssues considered relevant by the City. I . Tax Increment public assistance will not be used to support projects that place demands on City services, or . other capital or operating expenditures, that exceed the average city expenditures for similar facilities, without having the additional costs addressed, as a priority, 1n the assistance Plan. Consideration will be given to the total public costs that are required to support the project, including offsite facilities costs that are required. J. TIF will not be used for projects that would generate significant environments I problems in the opinion of local, state or federal governmental authorities. H. Tax Increment Financing will not be used when the schedule for development has exceeded the schedule extablished in the Contract for Private Redevelopment, and where the City has not agreed to extensions of that schedule. r. TIF funding should not be provided to those projects that fail to meet good public policy criteria as determined by the Council, including: poor project quality, projects that are not 1n accord with the Comprehensive Plan or Zoning Code of the City, redevelopment plans, and improvements to surrounding , , the neighborhood, -Lana uses, and/or the City; projects that do not provide a . significant increase 111 tax base, new or retained employment; proj ects that do not meet financial feasibility criteria established by the City; and p::,'oj ects that do not provide the highest and best desired use ,.. r (}I' t.he property. - - · 7 TAX INCREMENT FINANCING APPLICATION PROCEDURES 7.01 PRE-APPLICATION PROCEDURES A. Developer proposing the use of TIF assistance shall meet will appropriate City staff to discuss the nature and scope of the project, public participation being requested, time schedule and other information as may be -- required for initial review. B. Completion of Preliminary Tax Increment Financing Pre-Application form. This form shall be submitted to the City Clerk/Treasurer for transmittal to the City Council, and Planning Commission for information purposes. The pre-application, at a minimum, shall contain the information requested In the attached Form (Exhibit A). C. The request (pre-application) shall be reviewed by city staff or their designated representative, as the feasibility of the project and compliance with the City's TIP Policy and applicable State Statute. Upon completion of same, the pre-application shall be placed on the next available City Council agenda for concept review. The · applicant may make a formal presentation of the project. At the Council meeting, staff will persent its' findings relative to their review of the preliminary application. D. If the Council's Preliminary Concept rev::ew is positive, the applicant may elect to final a formal application (Exhibit B), accompanied by a written statement that the Developer will en tel' into an Agreement to reimburse the City for its' costs, as set forth In Section 4.01 (J) of this Policy. E. If Zoning and Planning Commission action IS required, it will be necessary for the applicant, at this time to make application to the Commission for approriate action, according to requirements. F_ Following the necessary financial analysis, as set forth herein, and preparation of detailed plans, the Cit.y Council will take action on the proj ect, as provided 1n Minnesota Statutes. It is specifically understood that , no consideration of any project will be made until other taxing jurisdictions have had, at a mInlmum, 0(\ days to JU review the proposed TIF Plan. No requests for waiver of the thirty days will be considered appropriate. · G_ If the Plan is approved by the Council, following a Public Hearing, the staff will be directed to undertake whatever steps are necessary and appropriate to implement said Plan and the requirements of this Policy. ~ - EXHIBIT A - " 0 . CITY OF COLD SPRING, MINNESOTA PRE-APPLICATION TAX INCREMENT FINANCING ASSISTANCE Legal name or applicant: Address: Telephone number: N~me or contact person: REQUESTED INFORMATION Addendum shall be attached hereto addressing in detail the f'ollowing: 1. A map showing the exact boundaries or proposed development. 2. Give a general description of' the project including: size and location of' building(s); busines~ type or use; traf'f'ic information including parking, projected vehicle counts and traffic f'low; timing of the project; estimated . market value f'ollowing completion. The existing Comprehensive Guide Plan Land Use 3. designation and zoning of the property. Include a statement as to how the proposed development will conform to the land use designation and how the property will be zoned. 4. A statement identifying how the increment assistance will be used and why it is necessary to undertake the project. 5. A statement identifying the public benefits of the proposal including estimated increase in property valuation, new jobs to be created and other community assets. 6. A written perspective of the developers company of corporation, principals, history and past projects. SIGNATURE Applicant's signature: . Date: - - ---~----- ----~ - l:uilil..IH.f .IS - .. J . crt! OF COLD SPRING, MINNESOTA' Application tor Tax increment Financing GENERAL INFORMATION: Business Name: Date: Address: Type (Partnership, e tc . ) Authorized Representative: Phone: Description of Business: Legal Counsel: Address: Phone: FINANCIAL BACKGROUND: . 1. Have you ever ~iled ~or bankruptcy? 2. Have you ever defaulted on any loan commitment? 3. Have you applied for conventional financing tor the project? 4. List financial references: a. b. c. 5. Have you ever used Tax Increment Financing before? If' yes, where and when? PROJECT INFORMATION: 1- Location of Proposed Project: . 2. Amount of Tax In?rement Assistance requested? 3 . Need for Tax Increment Assistance: ~ -, 4. Present ownership of site: - " - .. 0 . 5. Huab.r o~ per..nent jobs oreated as a result of projeot? 6. Present: Estiaat.d annu.l sales: Future: 1. Market yalue ot projeot tollowing oompletion: 8. Haae and address ot arohitect: 9. Antioipated start date: Completion Date: -. FINANCIAL INFORMATION: 1 . Estimated projeot related costs: a. land acquisition $ b. site development c. building cost d. equipment e. architectural/engineering fees f. legal fees g. off-site development costs 2. Source of financing: . a. priyate financing institution $ b. tax increment funds c. other public funds d. developer equity .. PLEASE INCLUDE: 1. Preliminary financial commitment from bank. 2. Plans and drawing of project. 3. Background material of company. 4. Pro Forma analysis. 5. Financial statements. 6. Statement of property ownership or control. u~ - . - ~_~5:.. ----.~ ' , . ~ -, - ....;~, , - , . . V RAJKOWSKI HANS MEIER LTD. Attorneys at Law Reply to: st. Cloud HAND DELIVERED ST. CLOUD 11 Seventh Avenue North September 22, 1994 P,Q, Box 1433 5t, Cloud. MN 56302-1433 612·251-1055 Ms. Rachel Stapleton 800'445-9617 st. Joseph city Clerk FAX 612.251-5896 P.O. Box 668 st. Joseph, MN 56374 MINNEAPOLIS RE: Fire Hall Selection Process 2904 Plaza VII Our File No. 16,718 .!5 South Se\'enth Street ~1inneapoii5. ~IN 55-102-1620 Dear Rachel: 612-339-9206 Enclosed herewith, please find an Option Agreement for 800-4-15-9617 the purchase of the Roske property as authorized by the FAX 612'251-5896 Joint Board at the meeting held last Tuesday. In . accordance with the motion of the Joint Board, would you and the Mayor please execute the option where I I have indicated_ The Purchase Agreement should not be executed at this time. FRANK f. RA/KOWSKI . GORDON H, HANSME/ER As soon as the option Agreement is executed, would you FREDERICK L GRUNKE please deliver it to our office with a check in the THOMAS G, JOVANOFICH amount of $5,000 made payable to Gerald Roske. I will have this check delivered to his realtor with the ¡OHN H. SCHERER signed option. PAUL A. R.vKOIV5KI KEFIN F. GRA\' Very truly yours, WILLIAM f. CASHMAN OAFID T, SHA\' RAJKOWSKI HANSMEIER LTD. RICHARD W, SOBALVARRO MICHAEL C. RA/KOIVSKI H. Scherer f.ÜfES H. KELL\', 1\1,0" F.A.c.P. JHS/baz MEDICAL CONSULTANT Enclosures GoRDO~ H. HANSMEIER 15 AD.\HTTED TO PRACTICE I>; NORTH DAKOTA .-\NO WISCONSIN, L:\gen\16718\af092294.012 PAUL A. RAJKOWSKI IN WrSCONSIN ;\..'D \VILlIA~1 J. C.-\5H.\fAN IN SOUTH DAKOTA. . . MEMBER OF AMERICAN Bo."oRD OF TRIAL ADVOCAT£S. , -- - - . OPTION FOR THE PURCHASE OF REAL PROPERTY . This OPTION is granted , 1994, by Gerald W. Roske and Marion J. Roske, herein referred to as ("Optionor") to the City of S1. Joseph a Minnesota Political Subdivision, and herein referred to as ("Optionee"). 1. Grant of option. In consideration of the sum of $5,000.00 paid by Optionee to Optionor, receipt whereof is hereby acknowledged, Optionor grants to Optionee the exclusive option to purchase the Real Property described in attached Exhibit A. 2. Expiration date. This option shall expire at 10 a.m. on the 120th day following the date of this Option. 3. Notice of exercise. Optionee may exercise this option only by giving written notice thereof to Optionor at the address stated in the attached form of agreement by registered or certified mail, prior to the expiration date. 4. Purchase price. The total purchase price for the property shall be the sum of $166,000.00 which Optionee shall pay to Optionor as provided in the attached Purchase Agreement form, Exhibit A. The foregoing sum of $5,000.00 paid for this option shall be credited as earnest money upon exercise of the option, as provided in attached Exhibit A. 5. Failure to exercise option. If Optionee does not exercise this option, Optionor shall retain Optionee's $5,000 payment made hereunder, free from any and all claims . which Optionee may have. In that event, neither party shall have any further rights or claims against the other. 6. Exercise of option. If Optionee exercises this option, Optionor and Optionee shall perform their respective obligations set forth in the attached Exhibit A. as Seller and Buyer respectively. 7. Assignment. This option and all rights hereunder shall be freely assignable. If Optionee shall assign the same, all acts to be performed by him with respect to the purchase of the property, including the execution and delivery of the purchase money note and mortgage, may be performed by any assignee, whether the assignment is made before or after the exercise of this option. In witness whereof the parties have signed and acknowledged this option. Gerald W. Roske Marion J. Roske . ~ -, - . STA1E OF ) . ) SS. COUNTY OF ) On this _ day of , 1994 to me known to be Gerald W. Roske and Marion J. Roske, executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed. Notary Public CITY OF ST. JOSEPH By Mayor By Clerk . STATE OF MINNESOTA ) ) SS. COUNTY OF ) On this day of , 1994 to me known to be - , the Mayor for the City of St. Joseph and , the Clerk for the City of St. Joseph, executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed. Notary Public 1.: \gen \l6395\at062994AOZ . -'2~ ~ - · PURCHASE AGREEMENT · TIllS AGREEMENT is made as of _ day of , 1994, between Gerald W. Roske and Marion J. Roske, herein referred to as the ("Seller"), and The City of St. Joseph, a Minnesota Municipal Corporation, herein referred to as the ("Buyer"). In consideration of this Agreement, Seller and Buyer agrees as follows: 1. Sale of Propertv. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the following property: Real Property. The real property located in Steams County, Minnesota, described on the attached exhibit ("Land") together with (1) all buildings and improvements constructed or located on the Land ("Buildings") and (2) all easements and rights benefiting or appurtenant to the Land (collectively the "Real Property"). 2. Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $166,000.00 and shall be payable as follows: (a) $5,000.00 previously paid by the Buyer to the Seller as consideration for an option to purchase the real property as earnest money to be applied upon execution of this agreement. · (b) $161,000.00 in cash on or before the date of closing. 3. Contingencies. The obligations of Buyer under this Agreement are contingent upon each of the following: (a) Representations and Warranties. The representations and warranties of Seller contained in this Agreement must be true now and on the Closing Date as if made on the Closing Date. (b) Title. Title shall have been found acceptable, or been made acceptable, in accordance with the requirements and terms of Section 6 below. (c) Performance of Seller's Obligations. Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement. Included within the obligations of Seller under this Agreement shall be the following: (i) Seller shall allow Buyer, and Buyer's agents, access to the Real Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same. Buyer shall pay all costs and expenses of such investigation and testing and shall hold Seller and the Real Property harmless from all costs and liabilities relating to the Buyer's activities. Buyer shall further repair and . restore any damage -to the Real Property caused by or occurring . during Buyer's testing and return the Real Property and/or Personal Property to substantially the same condition as existed prior to such EXHIBIT entry. - ~ -' - B (ii) Buyer may, at its costs and expenses, cause the Real Property to be surveyed by a Surveyor. · (d) Municipal Approval Approval of this Contract by the City Council of the City of St. Joseph and the St. Joseph Town Board as required by the laws of the State of Minnesota. (e) Approval of Bond Issuance. Approval of the issuance of general revenue bonds in the amount of the purchase price as required by M.SA. § 475.59. 4. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur within 90 days after execution of this Purchase Agreement or within 30 days after all of the contingencies contained herein are met, or waived in writing (whichever is sooner), but under no circumstances shall closing occur later than February 1, 1995. The Closing shall take place at 10:00 a.m. local time at City Hall in the City of St. Joseph or at such other place as may be agreed to. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. A Closing Documents. On the Closing Date, the Seller and Buyer shall execute and/or deliver the following: (1) A General Warranty Deed. (2) A Certificate of Real Estate Value. · (3) A Well Disclosure Statement. (4) An Affidavit of Seller. (5) All other documents reasonably detennined by Buyer to be necessary to transfer the Property to Buyer free and clear of all encumbrances. 5. Prorations. Seller and Buyer agree to the following prorations and allocations of costs regarding this Agreement: (a) Deed Tax. Seller shall pay all state deed tax regarding the Warranty Deed to be delivered by Seller under this Agreement. (b) Real Estate Taxes and Special Assessments. General real estate taxes and insta1Iments of special assessments payable therewith payable in 1993 and all prior years will be paid by Seller. General real estate taxes and installments of special assessments payable therewith payable in 1994 shall be pro-rated between the Buyer and Seller to date of closing. (c) Recording Costs. Buyer will pay the cost of recording all documents necessary to place record title in Buyer. (d) Other Costs. All other operating costs of the Property, will be allocated . between Seller and Buyer as of the Closing Date, so that Seller pays that · part of such other operating costs payable before the Closing Date, and ~ -- 2 - . Buyer pays that part of such operating cots payable from and after the Closing Date. . (e) Attorney's Fees. Each of the parties will pay its own attorneys' fees, except that a party defaulting under this Agreement or any closing document will pay the reasonable attorneys' fees and court costs incurred by the non defaulting party to enforce its rights regarding such default. Seller shall be responsible for legal fees incurred in preparation of the Warranty Deed and Certificate of Real Estate Value. Seller shall also pay costs associated with the preparation of the Abstract of Title; Buyer pays fees associated with the examination of title. 6. Title Examination. Title Examination will be conducted as follows: (a) Seller's Title Evidence. Seller shall, within 30 days after the date of this Agreement, furnish the Buyer an abstract having been last continued within 10 days of the date of delivery. (b) Buyer's Objections. Within 15 days after receiving the abstract, Buyer will make written objections ("Objections") to the form and/or contents of the Title. Buyer's failure to make Objections within such time period will constitute waiver of Objections. Any matter shown on such abstract and not objected to by Buyer shall be a "Permitted Encumbrance" hereunder. Seller will have 60 days after receipt of the Objections to cure the Objections, during which period the Closing will be postponed as necessary. Seller shall . use its best efforts to correct any Objections. If the Objections are not cured within such 60 day period, Buyer will have the option to do any of the following: (1) Terminate this Agreement and receive a refund of the Earnest Money and the interest accrued and unpaid on the Earnest Money, if any. (2) Waive the objections and proceed to close. 7. Operation Prior to Closing. During the period from the date of Sellers acceptance of this Agreement to the Closing Date, Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief. However, Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date, without the written consent of Buyer, which consent may be withheld by Buyer at its sole discretion. 8. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: (a) Authority. Seller has the requisite authority to enter into and perform this . Agreement and those Seller's Closing Documents signed by it; and such . documents are valid and binding obligations of Seller, and are enforceable in accordance with their tenns. ~ -, 3 - . (b) Title to Real Property. Seller owns the Real Property, free and clear of all encumbrances. · (c) Leases. The property is not subject to a Lease that cannot be legally terminated by the Seller prior to closing. (d) Utilities. Seller has received no notice of actual or threatened reduction or curtailment of any utility service now supplied to the Real Property. (e) Assessments. Seller has received no notice of actual or threatened special assessments or reassessments of the Real Property. (f) Rights of Others to Purchase Property. Seller has not entered into any other contracts for the sale of the Property, nor are there any rights of first refusal or options to purchase the Property or any other rights of others that might prevent the consummation of this Agreement. (g) Seller's Defaults. Seller is not in default concerning any of its obligations or liabilities regarding the Property. (h) Proceedings. There is no action, litigation, investigation, condemnation or proceeding of any kind pending to the best knowledge of Seller. (i) Agents and Emplovees. No management agents or other personnel employed in connection with the operation of the Property have the right to · continue such employment after the Closing Date. G) Condition. All structures contained on the property are sold "as is." Seller makes no warranty or representations as to the condition of said structures. (k) Underground Storage Tanks. There are no underground storage tanks located on the property. Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing. Each of the representations and warranties herein contained shall survive the Closing. Wherever herein a representation is made "to the best knowledge of Seller", such representation is limited to the actual knowledge of the Seller. Except as herein expressly stated, Buyer is purchasing the Property based upon its own investigation and inquiry and is not relying on any representation of Seller or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions and examination herein set forth. Consummation of this Agreement by Buyer with knowledge of any such breach by Seller shall constitute a waiver by Buyer of any claims due to such breach. 9. Representation and Warranties by Buyer. Buyer represents and warrants to Seller that Buyer is under no disability and has the power to enter into this Agreement, subject to . the contingencies noted herein. Buyer will indemnify Seller, its successors and assigns, against, and · will hold Seller, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because of the breach of any of the above - -. 4 - representations and warranties, whether such breach is discovered before or after closing. Consummation of this Agreement by Seller with knowledge of any such breach by Buyer will . constitute a waiver by Seller of any claims due to such breach. 10. Dama&e. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and at Buyer's option to be exercised within thirty days after Seller's notice, this Agreement shall tenninate, in which event neither party will have any further obligation under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate despite such damage, the Buyer may purchase at the original purchase price, in the present condition without obligation on the part of the Seller to repair or turnover any insurance proceeds received by Seller. 11. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty days after Seller's notice, this Agreement shall terminate, in which event neither party will have further obligations under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made to or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent. 12. Broker's Commission. Seller shall be liable for any broker's commission or . finder's fee accruing as the result of this transaction. 13. Mutual Indemnification. Seller and Buyer agree to indemnify each other against, and hold each other hannless from, all liabilities including reasonable attorneys' fees in defending against claims arising out of the ownership, operation or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other case payments directly attnoutable to the liability in question (net of the cost of collection, including reasonable attorneys' fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any third party for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by the indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such party. 14. Assignment. Either party may assign its rights under this Agreement with prior written consent of the other party, before or after the Oosing. Any such assignment will not relieve such assigning party of its obligations under this Agreement. 15. Survival. Representations and warranties of this Agreement will survive and be enforceable after the Closing. . . 16. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to Seller by delivering it ~ - 5 - personally to an office of Seller, or if it is directed to Buyer, by delivering it personally to an officer of Buyer, or if mailed in a sealed wrapper by United States certified mail, return receipt requested, . postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: ,City of St. Joseph City Hall St. Joseph, :MN 56374 If to Buyer: Alan Bright Gerald W. Roske Meyer Commercial 3655 Ballestero Dr. 14 No. Seventh Ave. Jacksonville, FL 32257-6914 St. Cloud, MN 56303 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 17. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 18. Entire Agreement: Modification. This written Agreement constitutes the . complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in a writing executed by the parties. 19. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 20. Controlling Law. This Agreement has been made under the laws of the State of Minnesota" and such laws will control its interpretation. 21. Remedies. If Buyer defaults under this Agreement, Seller shall have the right to terminate this Agreement by giving written notice to Buyer. If Buyer fails to cure such default within 15 days of the date of such notice, this Agreement will terminate, and upon such termination Seller will retain the earnest Money as liquidated damages, time being of the essence of this Agreement. The termination of this Agreement and retention of the Earnest Money will be the sole remedy available to Seller for such default by Buyer, and Buyer will not be liable for damages or specific performance. If Seller defaults under this Agreement, Buyer shall have no right to seek damages from Seller for Buyer's loss of its bargain in failing to acquire the Property, but Buyer shall recover as damages from Seller all of Buyer's out-of-pocket costs. 22. Withdrawal of Offer. This Agreement shall be deemed to be withdrawn unless accepted by Seller and a fully executed counterpart of this Agreement returned to Buyer on . or before the _ day of ,1994. . - , -- 6 - Seller and Buyer have executed this Agreement as of the date first written above. · Date of Signature: Gerald W. Roske, Seller ,1994 Date of Signature: Marion J. Roske, Seller , 1994 CITY OF ST. JOSEPH Date of Signature: By Its , 1994 By Its ,1994 · n: \gen \ 16395\ af062994.40 1 . · ~ -, 7 - - - ...;.- --- .- -~.__. - R=! Properry D<=cripåoG . PARCEL -A-: That ø~~ of the Northwest Quar:~r of tile ScuthustQuuur (NWl/4 sn/Ii) of Section Ten (l0), Township One Hundred Twenty-four (1Z4) , Horth, Range Twenty-nine (Z9) '.lest. St. Jose,h iownshiø, Stearns County, Minnesota, being more particularly described as fo11aws: - cormnenc:ing ¡t the Northwest C:2rner of s~ie! Northwest Quartar of the Southeast Quarter (NW1/4 SEl/4); thence North 89 degrees 29 œinutas 58 seconds East, assumed bearing, ¡long the North line of said Northwest Qua.rter of the Sout.' Qist Quarter (NIII/' Së!/Ii). ¡ disunca of 371.00 feet; thence South, paraJlel with the Wes: line of said Hortnwest Quarter of the Southeast Quarter (NWl/4 S~!/4). a dist¡nCê of 116.13 feet to the point of beginning or the par:al to be desc~;bed: thence continue South, parallel with said ~est line of the Northwest Quarter of the Southeast Quarter (Nlll/4 SEI/4). ¡ distance of 235.95 feet to the northerly right-of-way line or Minnesota Street (formerly Minnesota State Trunk Highway Number 3 and United S~at2$ Trunk Highway Humber 52); thence South 85 degrees 11 œinutes 57 seconds Wes~. ¡long said nor~herly street right-or-way line, a dis:ance of 140.Q6 feet, thence North, parallel wit~ saié West line of the Northwest Quarter or the Southeast Quarter (NWl/4 SEl/4), ¡ distance of 242.~5 feet; thence North 87 degrees 1; minutes 45 seconds Ëast. a distanCe of 139.73 feet to the point of beginning. 'Said parcel c:2ntains 0.768 acr=s of land. more or less. and is subject to existing easements of record. PARCEL "S": Tnat par~ of the Southwest Quar:er of the Northeast Quarte~ (SWl/4 NE!/4) of Section Ten (10), Township Cne Hundred Twenty-four (124) Harth. Range Twenty-nine (29) West, St. Joseph Township, Stearns County. Minnesota, being more particularly descriced as follows: . Commencing at the Southwest c:rner of said Southwest Quarter of the Northeast Quarter (SWl/4 NEI/4ì; thence ~or:h 89 degrees 29 minutes sa second fast, assumed bearing, 410ng the South line or said Southwest Quarter of the Northeast auart~r (Swl/~ N£:/4), a distance of 371.CO feet to the point or beginning of the ~a~=2j to be described; thence Nor:h parallel wí:h the West line of said Southwest Quarter of the Northeast Quar:er (SW1/4 NEl/oi) , a dis:an::e of 318.82 feet to the southerly right-or-way line or County Stat~ Aid Highway Number 75 (formerly United States irunk ~ighway Number 52); thence South 88 degrees 4S minutes as seconds East, along said southe~ly right-of-way lin8, ¡ distance of 418.18 feet; thence 2~st&rly along said southerly right-oF-way line and along ¡ tangential curve C:2ncave to the South ,having a radius or 11384.15 feet, a cen:ral angle of 02 degrees 13 minutes 10 seconds, 440.98 feet; thence South 42 degrees 54 minutes SÓ seconds East along said southerly right-of-way line, ¡ distance of 131.23 feet to the East line of said Scuth~est Quarter of the Northeast Quar~er (~~1/4 NE!/4); thence South 00 degrees 04 minutes 23 seconds West, alonç said East line of the Southwest Quarter of the Northeast Quarter (S~1/4 NE1/4), ! distance or 37.17 feet to the northeast corner of the parcel described in Deed Document N~cer 350944 thereof On file and of record in the Offica of the Cour.ty Recorder, Stearns County, Minnesota; thence South 89 degrees 29 minutes S8 seconds West ¡long the North line of said parcel described in Oeed Document Number 350944. a distance of 290.41 feet to the northwest corner of said parcel described in Deed Document NUmcer 350944; thence South 00 degrees 04 minutes 23 seconds West, along the West line of the parcel described In Deed Document Number 350944 and ¡Jong the West line of the parcel descr;~ed in Deed Document Humber 321987 thereoF on file and of record in the Office of the County Recorder, Stearns County, Minnesota, ¡ distance of 150.00 feet to said South line of said Southwest Quarter of the Northeast Quarter (SWI/4 NEl/4); thence South 89 degrees 29 minutes 58 seconds West, along saie! South line of the Southwest Quarter of the . Northeast Quarter (SW1/4 HE1/4), a dfstance of 657.41 feet to the point . of beginning. Said parcel contains 5.480 acres of land, more or less, and is sUbject to existing easements of record. ~ -, - --~ ~--- 0 · PARCEL .~.: That part of the Southwest Quarter of the Northeast Quarter (SW1I4 N£1/4) and that part of the Northwest Quarter of the Southeast Quarter (NWl/4 5£1/4) of Section Ten (lO), Township One Hundred Twenty-four . (124) North, Range Twenty-nine (29) ~est, St. JosèPh Township, Stearns County, Minnesota, being mare particularly desc.iåed as fallows: Commencing at the Southwest corner of said Southwest Quarter of the Northeast Quarter (SWl/4 NEl/4), said point also being the point of beginning of the parcel to be described; thence North assumed bearing along the ~est line of said Southwest Quarter of the Northeast Quarter (5\011/4 NEl/4) , a distance of 330.15 feet to the southerly right-oF-way line of County State Aid Highway Number is (formerly United States Trunk Highway Number 52); thence South ea degrees 45 minutes 05 seconds East. along said southerly highway right-of-way line, a distance of 3ïl.06 feet; thence South paral1el ~ith said ~est line Qf the Southwest Quarter of the Northeast Quarter (SWl/4 NEI/A), a distance of 318.82 feet to a point that is Nor~h 89 degrees 29 minutes 58 seconds East, along the South line of said Southwest Quarter of the Northeast Quarter (SWl/4 N£l/4) , a distance of 3ì1.00 fee~ fr:Jm said Southwest cor:"ler of the Southwest Quarter of the Northeast Q~arter (SWl/4 NE1/4): thence continue South parallel ~i:h said West line of the Southwest Quarter of the Northeast Quarter (SW¡/! NE!/4) and also parallel with the West line of said Northwest Quar:er af the Southeast Quarter (NWl/4 SEI/4), a di stance af 11ó .13 feet: thence Sauth 37 de~rees 19 minutes Jó seconds West a distance of 139,73 feet: thenc? South paralle; with said West line af the Nor~hwes: Quar:er of the Southeast Quarter (UW[/4 SEl/4) a distancE! of 242.;5 f2et ta the northerly right-aF-way 1 ine of Minnesota Street (for~erl! Minnesota Sta~2 Trunk Highway Number 3 and United States Trunk Highway Number 52); thence South 85 degrees 11 minutes 57 seconds West, a10ng said northerly street right-of-way line, · a distance of 30,11 feet; thence North parallel ~ith said West line of the Northwest Quarter of the Southeast Quarter (NWl/4 SEliA) a distance of 198.00 feet to the easterly ext2ns;on of the northerly lines of the parcels described in Deec Joc~ment Numbers 213025, 188750 and 184595 thereof on file and of rec:r: in the Office of the County Recorder, St2arns County, Minnesota; thence South 85 degrees 11 minutes 57 seconds West, along said easterly extension and the northerly lines of said parcels described in Deed Document Numbers 213025, [88750 and 184595, a distancE! of 202.10 Feet to the northwesterly corner of said parcel described in Deed Document Number 134595, said point also being on said ~est line of the Northwest Quarter of the Southeast Quarter 1NWl/4 SE!/4); thence North along said West line of the Northwest Quarter of the Southeast Quarter (NW1/4 SEl/d), a distance of 183.00 feet to the point or beginning. Said parce! contains 4.206 acras of land, more or less, and is subject to existing easements of record_ . · ~ - . ...~.-'.-.;. . --,;.;. J, . . BALLOT ISSUE Should the City of st. Joseph issue general obligation bonds in an amount not to exceed $166,000 for the purpose of financing the purchase of approximately 10.5 acres of unimproved real estate located between East Minnesota street and county Road 75 (commonly known as "the Roska property") to be used as a site for a Fire Hall, and with the bonds to be retired by tax revenues from the political subdivisions served by the st. Joseph Volunteer Fire Department? CJ Yes CJ No . , ---- - -~:= ..}.~_::-:~ - _. - - -, ~"-':.-- ~-'. -, -