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Home My WebLink About[04b] Purchase Agreement - Bad Habit • Council Agenda Item CITY OF ST.JOSEPH MEETING DATE: September 6, 2018 AGENDA ITEM: Purchase Agreement—Third Amendment SUBMITTED BY: Administration BOARD/COMMISSION/COMMITTEE RECOMMENDATION: PREVIOUS COUNCIL ACTION: The City Council approved the original purchase agreement on April 13, 2018 to sell the former City Hall to Bad Habit. The Purchase Agreement was amended on July 1 and August 6, both extending the timeline for closing. BACKGROUND INFORMATION: Staff has been working on preparing for closing on September 10 or 11 and in reviewing the documents one more amendment is needed. The EDA original issued public project revenue bonds for the purchase and remodeling of the former City Hall. As part of that funding mechanism a lease was signed between the City and the EDA. The lease included a provision whereby when the facility was paid in full, December 31, 2015 the City would become the owner of the facility. The property is still listed in the name of the EDA and the original purchase agreement listed the City and EDA as the owner. Therefore,two things had to happen. First the EDA has to deed over the property to the City at no cost,which they approved on August 31,2018. Secondly the City has to amend the purchase agreement to remove the EDA as a seller of the property. The third amendment to the purchase agreement only removes the EDA as a selling party. BUDGET/FISCAL IMPACT: ATTACHMENTS: Third Amendment to Purchase Agreement Executed Deed—EDA EDA Resolution conveying property to City. REQUESTED COUNCIL ACTION: Authorize the Mayor and Administrator to execute the third amendment to the Purchase Agreement for the sale of the property located at 25 College Avenue N. THIRD AMENDMENT TO COMMERCIAL PURCHASE AGREEMENT THIS THIRD AMENDMENT TO COMMERCIAL ESTATE PURCHASE AGREEMENT ("Amendment") is made as of September, 2018, by and between the City of St Joseph, a Minnesota municipal corporation ("Seller"), and Bad Habit Brewing Company, L.L.C., a Minnesota limited liability company and/or its assigns, ("Buyer"). RECITALS WHEREAS, the parties hereto entered into a Commercial Purchase Agreement with an effective date of April 13, 2018 (the "Agreement"), which Agreement was amended on July 1, 2018; and again on August 6, 2018; WHEREAS, the parties hereto agree to further amend the Agreement as follows: 1. The first paragraph of the Commercial Purchase Agreement states: "THIS AGREEMENT is made as of April 13, 2018 (the `Effective Date') between the City of St. Joseph, a Minnesota municipal corporation, the St. Joseph Economic Development Authority (collectively the `Seller'), and Bad Habit Brewing Company, LLC, A Minnesota limited liability company and/or its assigns (`Buyer'). 2. The first paragraph of the Commercial Purchase Agreement shall be amended to remove the St. Joseph Economic Development Authority as a Seller of the property. 3. All other terms and conditions of the Commercial Purchase Agreement shall remain in full force and effect. SELLER: CITY OF ST. JOSEPH Rick Schultz, Mayor Judy Weyrens, City Administrator PURCHASER: Bad Habit Brewing Company, L.L.0 By AI) Aaron Rieland, President 2 QUIT CLAIM DEED DEED TAX DUE: $ 0 Dater rif gI _31 2018 FOR VALUABLE CONSIDERATION, St. Joseph Economic Development Authority, a public body corporate and politic under the laws of Minnesota, Grantor, hereby conveys and quitclaims to the City of St. Joseph, a Minnesota municipal corporation, Grantee, real property in Stearns County, Minnesota, legally described as follows: Lots Four (4) and Five (5) and the Southerly Two-Thirds of Lot Six (6) in Block Nine (9) Townsite of St. Joseph, according to the plat and survey on file and of record in the office of the County Recorder in and for Stearns County, Minnesota. together with all hereditaments and appurtenances. THE SALE PRICE OR OTHER CONSIDERATION GIVEN FOR THIS PROPERTY WAS $500.00 OR LESS. Check box if applicable: X The Seller certifies that the seller does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document. ❑ I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. Check here if part or all of the land is Registered (Torrens) ❑ 1 GRANTOR ST. JOSEPH ECONOMIC DEVELOPMENT AUTHORITY By I lie d,-- Dale Dale Wick, Its Chairman STATE OF MINNESOTA ) ) ss. COUNTY OF STEARNS ) / This instrument was acknowledged before me on - d „itc/ / , 2018, by Dale Wick, as Chairman of St. Joseph Economic Development Authority, a public body corporate and politic under the laws of Minnesota, Grantor. 1 ----- - °`,R* '; I.ORRAINE BART�E(i � '� v 4�'l 6t+- ..; ._ NOTARY PUBLIC1.,-,,t:_. MINNESOTA NOTA'Y PUBLIC • :,:,.' �'�Y Commission Expires Jsf1,31,2021 TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS INSTRUMENT SHOULD BE SENT TO: City of St. Joseph 75 Callaway St E St. Joseph, MN 56374 THIS INSTRUMENT WAS DRAFTED BY: Thomas G. Jovanovich -005284X Jovanovich, Kadlec & Athmann, PA 1010 W St. Germain, Ste. 420 St. Cloud, MN 56301 Telephone: 320-230-0203 2 rEw wrrR�+gSP�gtyl�F.fkMrrs CITY OF ST. JOSEPH RESOLUTION 2018-002 RESOLUTION CONVEYING PROPERTY OWNED BY THE EDA TO THE CITY OF ST.JOSEPH WHEREAS, in 2000 the St.Joseph Economic Development Authority purchased the property located at 25 College Avenue North, legally described as Lots,4, 5, and the southerly 2/3rds of Lot 6 Townsite of St. Joseph; and WHEREAS,the St.Joseph Economic Development entered into a lease agreement with the City of St. Joseph leasing the land and property to the City of St. Joseph for a government facility housing the city offices and police department; and WHEREAS,the City of St. Joseph has satisfied the terms of the agreement making the last lease payment in December 2015; and WHEREAS,Minn. Stat.465.035 allows any city or other public corporation may convey land for no consideration. THEREFORE,BE IT RESOLVED BY THE ST JOSEPH ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ST JOSEPH,MINNESOTA,AS FOLLOWS: The Joseph Economic Development Authority hereby conveys the property legally described as Lots, 4, 5, and the southerly 2/3rds of Lot 6 Townsite of St. Joseph to the City of St.Joseph for no consideration. Adopted by the St.Joseph Economic Development Authority this 31st day of August , 2018 Dale Wick,EDA Chair • ATTEST arry Hos ,EDA Secretary/Treasurer