99-988Return copy to:
Real Estate Division (LAL)
140 City Ha11
ORIGINAL
Presented By
Refetred To
Council File # �P'
Green Sheet # 100838
RESOLUTION
GITY OF SAINT PAUL, MINNESOTA
ComtniUee: Date
WHEREAS, the acquisition of a parcel of property at 850 Mississippi Street, is necessary for The
Phalen Corridor Project, said pazcel being described as follows:
Lots 5, 6 and 7, Block 21, including that part of vacated Genesee Street lying South of the
North 15 feet of the South �/z thereof and lying between the extensions across said street
of the East and West lines of Lot 5, a11 in Edmund Rice's Trout Brook Addition to the
City of Saint PauL
9 Also, Lots i i, 12, 13, 14 and 15, except those parts of said Lots 13, 14 and 15 heretofore
io taken by the Minneapolis, St. Paul & Sault Ste. Marie Railway Company a11 in Block 15,
ii of Edmund Rice's Trout Brook Addition to the City of Saint Paul.
iz
is Also, the following parts of the alley in said Block 15 and of Genesee Street vacated by
ia Council of the City of St. Paul by Council File No. 7792 duly adopted and approved
is November 3, 1915, to �vit:
16
i� The West 1!3 of that part of said aliey so vacated and ail those parts of said
!a Genesee Street so vacated adjacent to said Lot 11, in said Block IS and to said
9 a11ey, according to the recorded plat thereof, and situated in Ramsey County,
o Minnesota,
Together with a11 that part of vacated Genesee accruing to the above-described real
property; and,
a3
WHEREA5, the acquisition of this property was approved with Councii File I�io. 99-426, dated May 12,
1499; and
WHEREAS, the City of Saint Paul, acting through its Right-of-Way Engineer, has secured an
agreement to purchase said property for the agreed upon sale price of $432,787 which includes the
amount of $191,787 for the value of the land taken, $113,000 for the buiidings on said land, and
$122,000 for personal property(equipment, it being a fair and reasonable price for the subject property;
and
WHEREAS, the Right-of-Wap Engineer has recommended the purchase of said property at ihe price
stated above;
NOW THEREFORE BE IT RESOLVED, that the proper City Officials are hereby authorized and ��
directed to pay to Advanced Recycling, Inc. and Ivan Jacobs, owner of record, the sum of $432,787. The
conditions of sale aze contained in the attached copy of the Purchase Agreement. Purchase Agreement is
attached hereto and incorporated herein by reference. Purchase price of said property to be financed by
the Municipal State Aid Funds, under Funding Code CPL C99-2S151-0788-25061.
ORIGINAL
Reqnested by Department of:
Technology & Manaeement Services
By:
G'f�2�2�%w---`
J�` Director
Form Appro ed by City Attorney
B i '�;.c� , iG✓�w'N"� -,
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Adopted by Council: Date ��_ 1'3 \°\`�°j
Adopuon�Certified by Council Sec�
.M.S./REAL ESTATE DIVISION
oatact Person and Pho� N�ber:
Peter White t' U V 266-8850
onco�n �c� . \3 �
E�
ate: October 5,1999
Z. �� �
:.e.,a 1 ATTO�
�
UDGET DIliECP�
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• 100838
�i7NCII.
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OFY7NANC7ALSVCS
attached resolution to approve the purchase price of that parcel of land at 850 Mississippi Street in
�n with the Phalen CorridorProject
PIANNING COMMLSSION
CNIL
.RSONAL SERVICE CONTRACTS MiJST ANSVPER THE FOLLOWING:
Has the pei•son/firm evet worked nnder a contract for this depai4nent? YES NO
Has t7tis perso�firm everbeen a City employee?
YES NO
. Does Atis perso�firm possess a sid➢ not aormally possessed 6y any YES NO
cncrent (.Sty employce?
CB COMMPC!'EE -
E lain all YES answers on a te sheet and attach.
�xTS �ccx cotmrcn, Better and Safer Streets
:zivE�
CII. WARD(S) 5 DISTRICT PLANA'ING COUNCIL 5
PROBLEM� ISSLJE OPPORTUNITY (FVho Wha; When, WLere� Why?):
Part of the Phalen Corridor Project as planned will be built over a parcel of property at 850
Mississippi Street, dba Advanced Recycling, Inc. To proceed with the project as planned, it is
necessary to acquire this parcel. We have come to an agreement with the property owner and
need to have the pnrchase price approved by the City Councii before closing on the property.
IFAPPROVED:
Property is acquired, and construction of Phalen Corridor can proceed as planned.
APPROVED:
Cost to acquire property and removal of the improvements thereon.
APPROVID:
Phalen Corridor project would need to be re-routed.
TOTAL AMOUNT OF TRANSACTION: $43Z�7g7 COSTlREVENUE BUDGETED (CIRCLE ONE)
�ixcsouxcE: Municipai State Aid Funds ACTIVlfYNUMBER: CPL C�-ZS
A sT^eF'
YES NO
"iNANCIAL INFORMATION: (EXPLAIII�
Valne of Land taken $1Y7,787
Buildings on property $113,000
Personal PropertylEquipment 122 000
TOTAL $432,787
PHALEN CORRIDOR AND q�'
EAST METRO BUS FACILITY ACQUISITtON
j r- 1 AREA TO BE
i... _ _,,, ACQUIRED
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PU�tC�iA.S� AGR��IVXENT
RELATING TO
850 MISSISSIPPI STREET, SAIPIT PAUL, MIN1+I�30TA
Aated: September 2,1999
ParEies. The parties to this Purchase Agreement are:
a, A.dv�laced 12ecycltng, lnc., a Ivtinnesota corporation, whose addzess is $50
1vlississippi Street, Saint Paui, Minnesota 551o1, fomierly known zs S.E.M. Corg. (the
"Sel{er");
b. Ivan Jacobs, an individual, whose address for notice purposes is S50
Mississippi Street, 5aint Paut, Minnesota 55101 ("Jacobs"); and
c. The City of 5aint Paul, Minnesotn, a body corporate and Qolitic, whose
address is 140 City Hall, Saint Paul, Minnesota 55102, Attention: Peter White (the "Buyer").
This Agreement sometimes refers to Se11er and Buyez individually as a"Party" and collectively as
the "Par[ies."
2, �'ronertv. The real property that is the subject o�this Agreement is located in the
City of Saint Paul, Ramsey Counry, Muuiesota, has a street address of 850 Mississippt 5treet, and
is legaliy described on the attached Exivbit "A" (the "Property"). The tercn "Property," as used in
this Agreement, includes any improvements and fixtures (ocated on tlie Proper�y, and all
hereditaments and apputtenances to the Properey. The Parties do not contempiate the conveyance
of any personal property pursuant to this Agreement.
3. Purefiuse and 5a{e. Seller agrees to setl the Pcoperty tv Buyer pursuant to the terms
of this Agreement, aiad Buyer agrees to purchase the Property &om Seller pursuant to che Cecros of
YhisAgreement. TheS�artiesacknowledgediatihispuschaseisinl'seuofacquisitio�througheminent
domain by the Buyer.
q. Purchase Yrie� and Allocation. The purchese price for the Praperty 'ss Three
Hundred and Ten Thousand 5even Hundred and Eighty-Seven and Nol100 Dotlars ($310,?87.00)
(the "Puxchase Pzice"). The purchase price is allocat�d as #ollows:
Buildings
Land
TOTAL
fOBd014.J
$113,000
�
$310
q� .a fr
5. ��*++cwc Mvner. Thc Buycr wiil not depvsic catnest maney in connection witkl thi3
Agreement.
6. �'ave*�tnt Tertns. At Ctosing, Buycr will tender one of the Purchase Price Yo
Seller in cash, cettified funds, or wire transferred funds. The balance of the Purchase Price shall be
paid to SelIer on Ilovember 1, 1999, or such eazlier date as Conworth, Inc., as agent foc Seller,
cettifies to Buyer thac Seltec and Jacobs have removed all personal proQeRy and al1 refuse and debds
more than twelve (]2) inches in length from the Progerty.
7, Convevence'�e�r�s, AtClosing,SetlerwillexecuteanddelivertoBuyeraLimited
Wartanty Deed conveying marketable fee tiile to the Propecty to Buyer subject onty to:
a. $uildang, zaning, and subdiv�sion statutes, laws, ordinances, and tegulations;
b. Reservations of minerals or of raineral rights in £avor oF the State of
Minneso[a, if any;
c. The lien of rea! estate taxes not yet due and gayable;
d. Rights of the City of Saint Paul to conswct and maintaia utilities located in
the vacated Genesee Street, which accnted to the Property pursuant to Otdinance No. 3394,
Chapter 130.05 of the Legislaflve Code, as amended by Section 228;
e. Resolution vacating Genesee Skreet recorded May 12, 1981, as Document
Nos. 895329 and 2492256(A);
f. Lasemeat Agreement dated December 21, 1984, recotded January 3, 1990,
as Document No. 25253o5;
g. Non-exclusive toadway easement in favor of $urlington I�Iorthem Railroad
Company set foRh in Quitclaini Deed dated f�ugust 5, 19$9, recorded Mazch 9, 1940, as
Documet�t No. 2535�(6;
h, Vacation of Walton Street, Acker Stteet, Genesee Street and alley in Block
15 datedNovember 15,1915, recordedNovembez L5, 1915, as DocumentNa. 455944; and
i. Easements o�' record, if any which da aot material(y interfcre with t6e
Buyer's ability to use or redev�lop ihc Property.
(hereinafter, coilectively, the "Permitted Eneumbrances").
$. e i n.
a. PossessionshallnottransferacClosing,butfollowingtheClosinganduan
of titl�, Sellec may continue to occupy the Property untii November 1,1999, far the purpase
-2-
I0840Id.3
qq � p8�
vf windtng down fts business operation and remaving al[ pe�sonai property Fhereftom.
During the period of time ftom Closing until November l, 1999, Seller shal( pay alI utility
and othet chazges arising from Sellec's continued occupancy and shall save and defend Buyer
from all claims arisi4g therefrom,
b. Qn or prior to lVovember 1,1999, Seller will comgletely vacate the Property
and remove ali personal property, and al1 refuse and debris more than twelve (12) inches in
length ftom the Pro�erty. Time is of the essence of this Rrovision. If Seller daes noc timely
vacate from and clear the prope�ty, Buyec will withhold 10% of the Purchase Price at
Closing, or $31,078.7Q. Buyer will declaze all personal properiy, refuse, and debcis
remaining on the Propecty to be abandoaed and may dispose of such items in any manner
that Bttyer deems appsopriate. Buyer will use the emount withheld from the Purchase Price
to reimburse itself for costs actuatly incurred in connection with disposing of the abandoned
personal property, refvse and debris on the Property. To the extcnt auyer's costs to dispose
of such items is less tlian the amount withheld, Buyer witl refund the e�ccess to Seller.
9. Closine. �'he Parties wi}t meet at the offices of Briggs and Morgan, P.A., 2200 First
National H ank Building, Saint Paul, Minnesota, on Ociober 7,1999 (the "Date of Closing"), at whieh
time:
a. Seller will:
(1} deliver to BUyer appropriate xesolutions or other reasonably
acceptable evidence of Seller's organizational authorization to perform its obl igations
under this Agreement; and
(2) execute and deliver to 8uyer the deed described in Section 7 above;
(3) execute and de(iver to Buyer a non-foreign affidavit in recordable
form containing such information as is required under IRC Section 1445(b)(2) and
any regulations relating thereto;
(4J execute and deliver to the ciosing agent, Buyet or other appropriate
party appropriace �ederal Income Tax 12eporting Forms;
(5) execute and deliver to the closing agent, with a copy to Buyet, a
completed Minnesota I3eparttnent of Health Well Disclosure Cectifieate or iaclude
on the deed described in Section ? the statement "The Seller certifies that the Seller
does not know of any weils on the described real property" or the statement "I am
familiar with the p�operty described in this instrument and I certify that the status and
numbet oF we11s on the desccibed reai property have not changed since the last
pteviousty flled well disclosure certiftcate:" followed by Seller's signature;
{6) execute and deliver to the closing egent, with copies to Buyer, and
ruake arrangcntents to have the closing agent recotd or file in the appsopciate county
taa4ota.g '3'
l�r�I �
l�nd rocord5, ihe at�idavits uescribed in Minnesots Statutes, § 116.4$, 5ubd. 6 and
§ I 15B.15, Subd. 2 if fiiing is determined by Seller to be required;
(7} deliver to Buyer the Owner's Dup2icate Certificate(s) ofTide for any
pazf of the Propetiy that is registered property; and
(8) pay or provide evidence of payment of the following: the fees due
upon the tecording any documents necessary to place record title in the condition
provided for in this Agreement and real estate taxes and, if applicabie, levied ac
pending special assessments pursuant to the provisions of Section 12.
a. $uyec will:
(i) Tender one-half of the Purchase Price to Se(tet pursuant to the
provisions of Section 6 above; and
(2) Pay or provide evidence of payment of the following; the portion of
Buyer's pco-rata sltate of real estate taxes, if any, which Sel(er has previously paid
pursuant to Section l l.a.; the cost of providiag the Commitment as defined in
Section 1 d; the Sfate Deed Tax due upan the execution of the conveyance described
in Section 7; the premium for IIuyer's owner's policy of title inswance, if any; the
fees due upon the recording of the deed from Seller to Buyer; and Title's fee to
conduct and insure the closing of this transaction.
l0. EvidenCe of'X'itfe, CnrinE of Defeets. Buyer acknowtedges that it has obtained a
Coirmitment for Title Insurance (the "Commitment"} issued by Commonwealth Land TiQe
Insusance Company (the "Title Company") under its Fite No. 47940C with effective date
Pebruary 26,1999, covEring the Propertyand otheradditional parcels notsubject to this trensaction.
Seller will conzply with the cequirements set forth in Schedule B-1 o�the Commitment that relate
to the Pcoperty (if any) and will deliver a cogy o£the corporate name change docutnent certified to
by the Minnesota Secretaty of State on or before the Date of Closing.
1 l. Ztcal Estate Taxes un� Snectnl�ssessments. The 2'arties will pay the teal estate
taxes (whichterm, as used in this Agreement, includes servicechazges and govemmentat impositions
assessed against real ptoperty on an annual basis pursuant to Minnesota Statutss 429.i01) and
special assessments as follows:
a. On or before the Date of Closing, 5e11er wilt pay the rea] estate taxes, spccial
as9esstnents, and any penalties and interest thereon that have become due and payabte with
respect to the Property prior to the year of Closing;
6. On or before the Date of Closing, 5eller will pay or provide for the payment
of alt special assessments levied pgainsC the Pxopetty as of the date of Closing. Buyer will
take the Properiy subject to pending specia( assessments;
taaaow.a -4-
q9-�tY
�. suyer und Seltec �+�i11 pro rate the real estate taxes and instailm�eats of spec'ral
assessments that are payabie with respect to theProperty in theyeazof closing, on aper-diem
basis using a cnlendaz year, to the Date of Ciosing; and
d. Buycr witl pay a1! reai estate taxes due and payable in the yeacs following the
yeaz o£ciosing.
12. Seller's ltenresentations and WarranH�s. Seller makes the following
representations and warranties to Buyer:
a. There are no leases or conttacts affecting the Fropetty to which Seiler is a
party.
b. The individuals executing this Agreemient oa behalF of Sellet tepresent to
Buyer that they have thc legal and cotporate authority to execute this Agreement on behalf
of Se(ler and to bind Se11er. Seller reptesents ond warrants to $uyer that 5eller has thc legal
and corporate authocity to enter into this Agreement and to self t4�e Property.
c. 5e11er tepresents and watrat�ts that 5eiler has not made, done, executed, or
suffeted atiy act or thing whereby the Propeny, now or at any time hereafter, shalt or may
he imperiled, charged, or encumbeted in any manner, and Sellerwatrants title to the Property
against all persons claiming the same from oc thrQUgh Setlec as a result of any such thing.
If, at any time prior to the Date of Closing, Seller acquires actua! knowledge of events ot
circumstances that rendcr the tepresentations set forth in this Section S2 inaccurate in any respect,
Seller must iitunediately notify $uyer, in writing. The representations and watras�ties and
indemnifications set forth in this Agreement will survive ihe elasing o�this transaction and Se11ec's
delivery of a deed to Buyer. Buyerwill have teasonabte access to the Propetty during business houcs
and upon pTior notice to Seller ptior to Closing for ptuposes oFinspectistg the Property; provided,
howevet, such inspecfions(s) inay not involve physica! testing without Seller's prior consent, and
fluyer agrees to indemnify and hold Seafer hazmless from any loss, damage or liability arising out
of any such inspection.
13. As zs. Except as specificatly provided in Section 12 of this Agreement, the Property
is being sotd end conveyed by Seller to Buyer "AS IS, W�IERE IS, and WITH ALL FAULTS" in
such condition as the same may be on the Date of Closing, without any representations and
wacranties by Sellec or lacobs as to any conditions of thc Property, including, without limitatiott,
sur£ace and subsur£ace environmental conditions, whether latent or patent. Selier and Jacobs make
no guaranty, wazranty, or zepresentation, eacptessed or implied, as to the quality, character, or
condition of the Property (ot any patt thereo� or o£the fitness of the Property {or any part thereof}
For any use or purpose or any representation as to the caonexistence of any "Hazardous Substance"
(defined below). In zto event sIiall Seller or Jacobs be liable for incidentttl, special, exemplary, or
consequential dan�ages, iucluding, without limitalion, toss of profits oz revenue, intetference with
business operations, ]oss of tenants,lendets, iuvestors, buyers, diminution in va�ue of the Propercy
or inabi lity to use the �roperty, due to the cotidition o£the Property. 13uyer aclu�owledges and agrees
1084014.3 -S-
a� •qrY
iliat IIuy�r ;s rclying on ics own inspcction, examination, and investigation of the Property to
familiacize itsel£ with its cottditioa Huyer agrees that, upon ecceptance of the condition o� the
Property, it:
a. 3hati purchase and accept title to ihe Progerty subject to any and all
envlronmentai conditions;
b. Shatl not have telied on any wattanty or repsesentation made by or on behalf
of Se�ier or Jacobs withrespectto the environtnental coadition of the Property, including any
and a31 surface and subsurface environmental conditions; and
c. Shall fuliy assume all costs and obligations in any way re�ated to secuting a
Certificate o£ Comptedon from the Minnesota Pollution Control Agency with respect to the
Property.
"Hazordaus Substence" include:
a. Any poliutants, dangerous substances, toxic substances, hazardous wasies,
hazardous materials, ot hazardous substances as de�ined in or putsuant to the Resource
Conservakion and Itecovety Act (42 U.S.C. § 6901 et seq.), as amended, or the
Compreheitsive Environntental Response, Compensation and Liability Act (42 U.S.C. §
960 i et seq.), as amended;
b. Any "Hazardous Waste," "I�azardous Substances," "Polfutants or
Contaminants," as defxned in the Minnesota Environmental ktesponse and Liability Act
(Minn. Stat. § 115B.02), or any other �ederal, state or local environtnental law, ordinance,
rule, or regutation; and
c. Petroleum or Petrof eum-containing products, asbestos-containing material,
lead-based paint, urea, £orataldehyde, and radon gas. The provisions of tius pazagraph shall
suruive cIosing or any termination of this Agreement. $uyer and 5eller agree and
acknowledge that the Purchase Price has been reduced as separate consideration for Huyer's
purchase of the Property.
14. Buyer's Conditions. Buyer's obligations under this Agreement are subject to the
following conditions: .
a. The City Council of the City of Saint Paul has approved Buyer's acquzsition
of the Property in lieu of condemnation;
b. 5eller has timely performed each o#' the Seller's obligations under this
Agreement; nnd
c. The representations set forth in Seclion 12 are true when made and sltall
temain true as of the Date of Closing.
toaaow.� -6-
°tg -qP'P'
If any of (hcso candictons is not sat"ssfte�l �tg of G(051ng for any reason, Buyer may, at its option,
terminate this Agreement by vrritten notice to Seller, in which case Buyec will nonetheless be
entitled to proceed with an action to acquire tite Propetty by eminent domain, as contemplated by
Section 15 and 2i bela�v.
15. Aefuu . If either party defaults in the petforntance o£riny of the Party's obtigations
under tlus Agreement, the nondefaulting party may terntina[e this Agreement by wzitten notice to
the other party. If Seller shatl default, Buyer may initiate andpursue an eminent domain praceeding
againsC the Ptopetty. In that regazd, and as part of the mutua( consideration for this Agteemettt, fhe
parties specifically stipulate and agree that tlae purchase price set fotth in Section 4 abave is, and will
be, the fair mazket value of the Ptoperty for the purpose of determining the awazd in any eminent
domaiu proceeding, and that either party wili, upon the request of the other, enter into a written
stipulation to that effect forfiling in such procceding. The provisions of diis Section 15 will sutvive
the terminatian of this Agreement, will bind Seller's successors in interest, and wil! be specifically
enforceable by court order in the emi nent domain ptoceedings, notwithstanding any pzovision heteia
apparently to the contrary, Buyer's remedies for breach of this Agreement by Seller shall be limited
to specific performance of this Agreement or to proceed with condemnatioa in accordance with this
Section 15.
16. ime. Time is of the essence for a11 provisions of this Agreement.
19. Survival of 7'erms. The Pacties' obligations under this Agreement and the
representations, warrnnties, and indemnities that the Pazties have tecited in this Agreement wil!
suzvive Se11er's delivery of a deed to Buyer and Che closing of this transaction.
18. Notices. Alt notices provided for in this A,greement must be in writing. The notice
will be effective as of the date two days after the Parry sending such noticc deposits the notice with
the United States Postal Service with ali nccessary postage paid, for de#ivery to the other ParYy via
certsfied mail, retum xeGeipt requested, at the address set forth in Section 1 above. I�karty delivets
a notice provided for in this Agreement in a different manner than described in the preceding
sentence, notice wiil be effective as ofthe datethe other party actua]ly receives the notice. The Party
sending the notice should afso mail a copy of the notice to the Parties' respective atto�tteys via ftrst
class United Stetea mail at the addresses set fonh betow:
Attomey for Buyer: Marc J Mand�rscheid
Briggs and Moxgan, P.A.
2200 First Nationa( Bank Building
Saint Pau1, N3N 55101
Attomey for Seller: Andrew P. Lee
Leonazd Stteet and Deinard, PA
150 South Fifth Street, Suite 2300
Mirzneapolis, MN 55402
IOBa0i4.3 -7-
Qa •�rr
is. �uuclyreemcnt. The Yartles acknowicdge that this Agreement and the Stipulat'ton
of Settlement of Claims for Rclocation Benefits and for Imcnovable Personal Property by and
between d�e City o£ 5aittt Paul, Iviinnesota and A.dvanced Recycling, Ine., dated as of September 2,
l 999, represents the fu11 and complete agreement oFttae Parties relating to the purchase and safe of
the Property and all matters related to the putchase and sale of the Ptoperty. This Agreemenf
supersedes and replaces any prior agreements, e'sthet oral or written, and any amendments or
modi�ications to this AgreemenC musc be in writing and executed by both Xarties to be ef�ective.
2o. Governina Law. 'Ihis Agreement has been made under the laws of the State of
Minnesota and such laws contcol iis intecpretation.
21. t#cguisitiou in �,icu of CDnde►nnation. The patties acknowledge and agree that the
sale and purchase contemplated hereby aze being made in lieu oF, and under the tlueaC of, Buyec's
acquisition of the Ptogerty by eminent domain proceedings. The parties £orther acknvwledge that
$uyer was prepazed to initiate proceedings in IZamsey County District CouR to acquire the Property
by eminent domain pursuant to Chapter 1] 7 of the Minnesota Statutes. If Buyer determines to
commence an eminent dotnain action, Seller consents io the it�itiation and prosecution of such
proceedings. Sel ler further waives any azgumene or assertion in such eminent domain proceedings,
that Buyer's acquisition of the PtopeRy is not for a public purpose, and hereby consents to the entry
of an ordet by the Court in such proceedings authotizing the acquisition of the Propetty by Buyer,
and agrees that it will, upon the request of Buyer, enter into a written stipulation to that effect �or
filing in such proceedings. This waiver and consent will survive the termination of this Purchase
Agreement, and the provisions of this Section will be specificeliy en£orceable by Couzt order in the
eminent domain ptoceedings, notwithstanding any provision of this Agreement appazently to the
contrary. This Section 2l shali not excuse or delay Buyer's performance under this Agreement or
under the Scipulation of Settlement. In addition, any taking of the Property by Buyer by emineni
domain shatl be on the same economic tenns as are pzovided herein and in ihe Stipulacion o�
Settlement and will b� suhject to flie tetms of Section 13 of this Agteemettt.
J7ated:
SELLER:
ADVANCBD I2ECXCLING, Tt�'C.
Dy,
IVAN JACOBS
I08d014.3 -8-
aq -aiY
I7d(CQ:
Approved as to Form:
SUYER:
CITY OF SAINT PAUL, M1l�friESOTA
�
BRIGGS AND MORGAN, P.A.
�y
Speciai Cowvsel fo Huyer
10840 t4.3 -9-
aa.a�Y
Ex�tzsir ^A��
Lega� AescrjpNon of the Property
Lots 5, 6 and ?, Block Zi, including tk�at part ofvaeated Genesee Street lying South of the Narth 15
feet of thc 5outh'/� thereof and lying between the extensions across said street of the East and West
lines af Lot 5, alt in Edmund Rice's Trout Brook Addition to the Ciry of Saint Paul.
Atso, Lots i l, 12, 13, 14 and 15, except those parts of said �.ots 13, 14 and 15 heretofore taken by
the Minneapolis, St. Paul & Sault Ste. Marie �tailway Company ail in Block 15, of Edmund's Kice
Trout Brook Addition to the City of Saint Paul
Also, the following patts of the a(ley in said Block l5 and of Genesee Street vacated by Council of
the City of St. Paul by Counci! File No. 7792 duly adopted and approved November 3,1915, to wit:
The West'1a of that part of said alley so vacated end ali those parts of said Genesee
Street so vacated adjace�t to said Lot I1, in said Block 15 and to said alley,
aecording to the recorded ptat thereof, and situated in Ramsey County, Minnesota.
Together with all that part of vacafed Genesee Sizeet acctuing to the above-described real property.
iaaaota.�
Return copy to:
Real Estate Division (LAL)
140 City Ha11
ORIGINAL
Presented By
Refetred To
Council File # �P'
Green Sheet # 100838
RESOLUTION
GITY OF SAINT PAUL, MINNESOTA
ComtniUee: Date
WHEREAS, the acquisition of a parcel of property at 850 Mississippi Street, is necessary for The
Phalen Corridor Project, said pazcel being described as follows:
Lots 5, 6 and 7, Block 21, including that part of vacated Genesee Street lying South of the
North 15 feet of the South �/z thereof and lying between the extensions across said street
of the East and West lines of Lot 5, a11 in Edmund Rice's Trout Brook Addition to the
City of Saint PauL
9 Also, Lots i i, 12, 13, 14 and 15, except those parts of said Lots 13, 14 and 15 heretofore
io taken by the Minneapolis, St. Paul & Sault Ste. Marie Railway Company a11 in Block 15,
ii of Edmund Rice's Trout Brook Addition to the City of Saint Paul.
iz
is Also, the following parts of the alley in said Block 15 and of Genesee Street vacated by
ia Council of the City of St. Paul by Council File No. 7792 duly adopted and approved
is November 3, 1915, to �vit:
16
i� The West 1!3 of that part of said aliey so vacated and ail those parts of said
!a Genesee Street so vacated adjacent to said Lot 11, in said Block IS and to said
9 a11ey, according to the recorded plat thereof, and situated in Ramsey County,
o Minnesota,
Together with a11 that part of vacated Genesee accruing to the above-described real
property; and,
a3
WHEREA5, the acquisition of this property was approved with Councii File I�io. 99-426, dated May 12,
1499; and
WHEREAS, the City of Saint Paul, acting through its Right-of-Way Engineer, has secured an
agreement to purchase said property for the agreed upon sale price of $432,787 which includes the
amount of $191,787 for the value of the land taken, $113,000 for the buiidings on said land, and
$122,000 for personal property(equipment, it being a fair and reasonable price for the subject property;
and
WHEREAS, the Right-of-Wap Engineer has recommended the purchase of said property at ihe price
stated above;
NOW THEREFORE BE IT RESOLVED, that the proper City Officials are hereby authorized and ��
directed to pay to Advanced Recycling, Inc. and Ivan Jacobs, owner of record, the sum of $432,787. The
conditions of sale aze contained in the attached copy of the Purchase Agreement. Purchase Agreement is
attached hereto and incorporated herein by reference. Purchase price of said property to be financed by
the Municipal State Aid Funds, under Funding Code CPL C99-2S151-0788-25061.
ORIGINAL
Reqnested by Department of:
Technology & Manaeement Services
By:
G'f�2�2�%w---`
J�` Director
Form Appro ed by City Attorney
B i '�;.c� , iG✓�w'N"� -,
: � � _ � � R � � • �
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: ��.i/' �!T/>��.is ��/ - �.—
Adopted by Council: Date ��_ 1'3 \°\`�°j
Adopuon�Certified by Council Sec�
.M.S./REAL ESTATE DIVISION
oatact Person and Pho� N�ber:
Peter White t' U V 266-8850
onco�n �c� . \3 �
E�
ate: October 5,1999
Z. �� �
:.e.,a 1 ATTO�
�
UDGET DIliECP�
�
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q9 -9d'$�
• 100838
�i7NCII.
�
OFY7NANC7ALSVCS
attached resolution to approve the purchase price of that parcel of land at 850 Mississippi Street in
�n with the Phalen CorridorProject
PIANNING COMMLSSION
CNIL
.RSONAL SERVICE CONTRACTS MiJST ANSVPER THE FOLLOWING:
Has the pei•son/firm evet worked nnder a contract for this depai4nent? YES NO
Has t7tis perso�firm everbeen a City employee?
YES NO
. Does Atis perso�firm possess a sid➢ not aormally possessed 6y any YES NO
cncrent (.Sty employce?
CB COMMPC!'EE -
E lain all YES answers on a te sheet and attach.
�xTS �ccx cotmrcn, Better and Safer Streets
:zivE�
CII. WARD(S) 5 DISTRICT PLANA'ING COUNCIL 5
PROBLEM� ISSLJE OPPORTUNITY (FVho Wha; When, WLere� Why?):
Part of the Phalen Corridor Project as planned will be built over a parcel of property at 850
Mississippi Street, dba Advanced Recycling, Inc. To proceed with the project as planned, it is
necessary to acquire this parcel. We have come to an agreement with the property owner and
need to have the pnrchase price approved by the City Councii before closing on the property.
IFAPPROVED:
Property is acquired, and construction of Phalen Corridor can proceed as planned.
APPROVED:
Cost to acquire property and removal of the improvements thereon.
APPROVID:
Phalen Corridor project would need to be re-routed.
TOTAL AMOUNT OF TRANSACTION: $43Z�7g7 COSTlREVENUE BUDGETED (CIRCLE ONE)
�ixcsouxcE: Municipai State Aid Funds ACTIVlfYNUMBER: CPL C�-ZS
A sT^eF'
YES NO
"iNANCIAL INFORMATION: (EXPLAIII�
Valne of Land taken $1Y7,787
Buildings on property $113,000
Personal PropertylEquipment 122 000
TOTAL $432,787
PHALEN CORRIDOR AND q�'
EAST METRO BUS FACILITY ACQUISITtON
j r- 1 AREA TO BE
i... _ _,,, ACQUIRED
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PU�tC�iA.S� AGR��IVXENT
RELATING TO
850 MISSISSIPPI STREET, SAIPIT PAUL, MIN1+I�30TA
Aated: September 2,1999
ParEies. The parties to this Purchase Agreement are:
a, A.dv�laced 12ecycltng, lnc., a Ivtinnesota corporation, whose addzess is $50
1vlississippi Street, Saint Paui, Minnesota 551o1, fomierly known zs S.E.M. Corg. (the
"Sel{er");
b. Ivan Jacobs, an individual, whose address for notice purposes is S50
Mississippi Street, 5aint Paut, Minnesota 55101 ("Jacobs"); and
c. The City of 5aint Paul, Minnesotn, a body corporate and Qolitic, whose
address is 140 City Hall, Saint Paul, Minnesota 55102, Attention: Peter White (the "Buyer").
This Agreement sometimes refers to Se11er and Buyez individually as a"Party" and collectively as
the "Par[ies."
2, �'ronertv. The real property that is the subject o�this Agreement is located in the
City of Saint Paul, Ramsey Counry, Muuiesota, has a street address of 850 Mississippt 5treet, and
is legaliy described on the attached Exivbit "A" (the "Property"). The tercn "Property," as used in
this Agreement, includes any improvements and fixtures (ocated on tlie Proper�y, and all
hereditaments and apputtenances to the Properey. The Parties do not contempiate the conveyance
of any personal property pursuant to this Agreement.
3. Purefiuse and 5a{e. Seller agrees to setl the Pcoperty tv Buyer pursuant to the terms
of this Agreement, aiad Buyer agrees to purchase the Property &om Seller pursuant to che Cecros of
YhisAgreement. TheS�artiesacknowledgediatihispuschaseisinl'seuofacquisitio�througheminent
domain by the Buyer.
q. Purchase Yrie� and Allocation. The purchese price for the Praperty 'ss Three
Hundred and Ten Thousand 5even Hundred and Eighty-Seven and Nol100 Dotlars ($310,?87.00)
(the "Puxchase Pzice"). The purchase price is allocat�d as #ollows:
Buildings
Land
TOTAL
fOBd014.J
$113,000
�
$310
q� .a fr
5. ��*++cwc Mvner. Thc Buycr wiil not depvsic catnest maney in connection witkl thi3
Agreement.
6. �'ave*�tnt Tertns. At Ctosing, Buycr will tender one of the Purchase Price Yo
Seller in cash, cettified funds, or wire transferred funds. The balance of the Purchase Price shall be
paid to SelIer on Ilovember 1, 1999, or such eazlier date as Conworth, Inc., as agent foc Seller,
cettifies to Buyer thac Seltec and Jacobs have removed all personal proQeRy and al1 refuse and debds
more than twelve (]2) inches in length from the Progerty.
7, Convevence'�e�r�s, AtClosing,SetlerwillexecuteanddelivertoBuyeraLimited
Wartanty Deed conveying marketable fee tiile to the Propecty to Buyer subject onty to:
a. $uildang, zaning, and subdiv�sion statutes, laws, ordinances, and tegulations;
b. Reservations of minerals or of raineral rights in £avor oF the State of
Minneso[a, if any;
c. The lien of rea! estate taxes not yet due and gayable;
d. Rights of the City of Saint Paul to conswct and maintaia utilities located in
the vacated Genesee Street, which accnted to the Property pursuant to Otdinance No. 3394,
Chapter 130.05 of the Legislaflve Code, as amended by Section 228;
e. Resolution vacating Genesee Skreet recorded May 12, 1981, as Document
Nos. 895329 and 2492256(A);
f. Lasemeat Agreement dated December 21, 1984, recotded January 3, 1990,
as Document No. 25253o5;
g. Non-exclusive toadway easement in favor of $urlington I�Iorthem Railroad
Company set foRh in Quitclaini Deed dated f�ugust 5, 19$9, recorded Mazch 9, 1940, as
Documet�t No. 2535�(6;
h, Vacation of Walton Street, Acker Stteet, Genesee Street and alley in Block
15 datedNovember 15,1915, recordedNovembez L5, 1915, as DocumentNa. 455944; and
i. Easements o�' record, if any which da aot material(y interfcre with t6e
Buyer's ability to use or redev�lop ihc Property.
(hereinafter, coilectively, the "Permitted Eneumbrances").
$. e i n.
a. PossessionshallnottransferacClosing,butfollowingtheClosinganduan
of titl�, Sellec may continue to occupy the Property untii November 1,1999, far the purpase
-2-
I0840Id.3
qq � p8�
vf windtng down fts business operation and remaving al[ pe�sonai property Fhereftom.
During the period of time ftom Closing until November l, 1999, Seller shal( pay alI utility
and othet chazges arising from Sellec's continued occupancy and shall save and defend Buyer
from all claims arisi4g therefrom,
b. Qn or prior to lVovember 1,1999, Seller will comgletely vacate the Property
and remove ali personal property, and al1 refuse and debris more than twelve (12) inches in
length ftom the Pro�erty. Time is of the essence of this Rrovision. If Seller daes noc timely
vacate from and clear the prope�ty, Buyec will withhold 10% of the Purchase Price at
Closing, or $31,078.7Q. Buyer will declaze all personal properiy, refuse, and debcis
remaining on the Propecty to be abandoaed and may dispose of such items in any manner
that Bttyer deems appsopriate. Buyer will use the emount withheld from the Purchase Price
to reimburse itself for costs actuatly incurred in connection with disposing of the abandoned
personal property, refvse and debris on the Property. To the extcnt auyer's costs to dispose
of such items is less tlian the amount withheld, Buyer witl refund the e�ccess to Seller.
9. Closine. �'he Parties wi}t meet at the offices of Briggs and Morgan, P.A., 2200 First
National H ank Building, Saint Paul, Minnesota, on Ociober 7,1999 (the "Date of Closing"), at whieh
time:
a. Seller will:
(1} deliver to BUyer appropriate xesolutions or other reasonably
acceptable evidence of Seller's organizational authorization to perform its obl igations
under this Agreement; and
(2) execute and deliver to 8uyer the deed described in Section 7 above;
(3) execute and de(iver to Buyer a non-foreign affidavit in recordable
form containing such information as is required under IRC Section 1445(b)(2) and
any regulations relating thereto;
(4J execute and deliver to the ciosing agent, Buyet or other appropriate
party appropriace �ederal Income Tax 12eporting Forms;
(5) execute and deliver to the closing agent, with a copy to Buyet, a
completed Minnesota I3eparttnent of Health Well Disclosure Cectifieate or iaclude
on the deed described in Section ? the statement "The Seller certifies that the Seller
does not know of any weils on the described real property" or the statement "I am
familiar with the p�operty described in this instrument and I certify that the status and
numbet oF we11s on the desccibed reai property have not changed since the last
pteviousty flled well disclosure certiftcate:" followed by Seller's signature;
{6) execute and deliver to the closing egent, with copies to Buyer, and
ruake arrangcntents to have the closing agent recotd or file in the appsopciate county
taa4ota.g '3'
l�r�I �
l�nd rocord5, ihe at�idavits uescribed in Minnesots Statutes, § 116.4$, 5ubd. 6 and
§ I 15B.15, Subd. 2 if fiiing is determined by Seller to be required;
(7} deliver to Buyer the Owner's Dup2icate Certificate(s) ofTide for any
pazf of the Propetiy that is registered property; and
(8) pay or provide evidence of payment of the following: the fees due
upon the tecording any documents necessary to place record title in the condition
provided for in this Agreement and real estate taxes and, if applicabie, levied ac
pending special assessments pursuant to the provisions of Section 12.
a. $uyec will:
(i) Tender one-half of the Purchase Price to Se(tet pursuant to the
provisions of Section 6 above; and
(2) Pay or provide evidence of payment of the following; the portion of
Buyer's pco-rata sltate of real estate taxes, if any, which Sel(er has previously paid
pursuant to Section l l.a.; the cost of providiag the Commitment as defined in
Section 1 d; the Sfate Deed Tax due upan the execution of the conveyance described
in Section 7; the premium for IIuyer's owner's policy of title inswance, if any; the
fees due upon the recording of the deed from Seller to Buyer; and Title's fee to
conduct and insure the closing of this transaction.
l0. EvidenCe of'X'itfe, CnrinE of Defeets. Buyer acknowtedges that it has obtained a
Coirmitment for Title Insurance (the "Commitment"} issued by Commonwealth Land TiQe
Insusance Company (the "Title Company") under its Fite No. 47940C with effective date
Pebruary 26,1999, covEring the Propertyand otheradditional parcels notsubject to this trensaction.
Seller will conzply with the cequirements set forth in Schedule B-1 o�the Commitment that relate
to the Pcoperty (if any) and will deliver a cogy o£the corporate name change docutnent certified to
by the Minnesota Secretaty of State on or before the Date of Closing.
1 l. Ztcal Estate Taxes un� Snectnl�ssessments. The 2'arties will pay the teal estate
taxes (whichterm, as used in this Agreement, includes servicechazges and govemmentat impositions
assessed against real ptoperty on an annual basis pursuant to Minnesota Statutss 429.i01) and
special assessments as follows:
a. On or before the Date of Closing, 5e11er wilt pay the rea] estate taxes, spccial
as9esstnents, and any penalties and interest thereon that have become due and payabte with
respect to the Property prior to the year of Closing;
6. On or before the Date of Closing, 5eller will pay or provide for the payment
of alt special assessments levied pgainsC the Pxopetty as of the date of Closing. Buyer will
take the Properiy subject to pending specia( assessments;
taaaow.a -4-
q9-�tY
�. suyer und Seltec �+�i11 pro rate the real estate taxes and instailm�eats of spec'ral
assessments that are payabie with respect to theProperty in theyeazof closing, on aper-diem
basis using a cnlendaz year, to the Date of Ciosing; and
d. Buycr witl pay a1! reai estate taxes due and payable in the yeacs following the
yeaz o£ciosing.
12. Seller's ltenresentations and WarranH�s. Seller makes the following
representations and warranties to Buyer:
a. There are no leases or conttacts affecting the Fropetty to which Seiler is a
party.
b. The individuals executing this Agreemient oa behalF of Sellet tepresent to
Buyer that they have thc legal and cotporate authority to execute this Agreement on behalf
of Se(ler and to bind Se11er. Seller reptesents ond warrants to $uyer that 5eller has thc legal
and corporate authocity to enter into this Agreement and to self t4�e Property.
c. 5e11er tepresents and watrat�ts that 5eiler has not made, done, executed, or
suffeted atiy act or thing whereby the Propeny, now or at any time hereafter, shalt or may
he imperiled, charged, or encumbeted in any manner, and Sellerwatrants title to the Property
against all persons claiming the same from oc thrQUgh Setlec as a result of any such thing.
If, at any time prior to the Date of Closing, Seller acquires actua! knowledge of events ot
circumstances that rendcr the tepresentations set forth in this Section S2 inaccurate in any respect,
Seller must iitunediately notify $uyer, in writing. The representations and watras�ties and
indemnifications set forth in this Agreement will survive ihe elasing o�this transaction and Se11ec's
delivery of a deed to Buyer. Buyerwill have teasonabte access to the Propetty during business houcs
and upon pTior notice to Seller ptior to Closing for ptuposes oFinspectistg the Property; provided,
howevet, such inspecfions(s) inay not involve physica! testing without Seller's prior consent, and
fluyer agrees to indemnify and hold Seafer hazmless from any loss, damage or liability arising out
of any such inspection.
13. As zs. Except as specificatly provided in Section 12 of this Agreement, the Property
is being sotd end conveyed by Seller to Buyer "AS IS, W�IERE IS, and WITH ALL FAULTS" in
such condition as the same may be on the Date of Closing, without any representations and
wacranties by Sellec or lacobs as to any conditions of thc Property, including, without limitatiott,
sur£ace and subsur£ace environmental conditions, whether latent or patent. Selier and Jacobs make
no guaranty, wazranty, or zepresentation, eacptessed or implied, as to the quality, character, or
condition of the Property (ot any patt thereo� or o£the fitness of the Property {or any part thereof}
For any use or purpose or any representation as to the caonexistence of any "Hazardous Substance"
(defined below). In zto event sIiall Seller or Jacobs be liable for incidentttl, special, exemplary, or
consequential dan�ages, iucluding, without limitalion, toss of profits oz revenue, intetference with
business operations, ]oss of tenants,lendets, iuvestors, buyers, diminution in va�ue of the Propercy
or inabi lity to use the �roperty, due to the cotidition o£the Property. 13uyer aclu�owledges and agrees
1084014.3 -S-
a� •qrY
iliat IIuy�r ;s rclying on ics own inspcction, examination, and investigation of the Property to
familiacize itsel£ with its cottditioa Huyer agrees that, upon ecceptance of the condition o� the
Property, it:
a. 3hati purchase and accept title to ihe Progerty subject to any and all
envlronmentai conditions;
b. Shatl not have telied on any wattanty or repsesentation made by or on behalf
of Se�ier or Jacobs withrespectto the environtnental coadition of the Property, including any
and a31 surface and subsurface environmental conditions; and
c. Shall fuliy assume all costs and obligations in any way re�ated to secuting a
Certificate o£ Comptedon from the Minnesota Pollution Control Agency with respect to the
Property.
"Hazordaus Substence" include:
a. Any poliutants, dangerous substances, toxic substances, hazardous wasies,
hazardous materials, ot hazardous substances as de�ined in or putsuant to the Resource
Conservakion and Itecovety Act (42 U.S.C. § 6901 et seq.), as amended, or the
Compreheitsive Environntental Response, Compensation and Liability Act (42 U.S.C. §
960 i et seq.), as amended;
b. Any "Hazardous Waste," "I�azardous Substances," "Polfutants or
Contaminants," as defxned in the Minnesota Environmental ktesponse and Liability Act
(Minn. Stat. § 115B.02), or any other �ederal, state or local environtnental law, ordinance,
rule, or regutation; and
c. Petroleum or Petrof eum-containing products, asbestos-containing material,
lead-based paint, urea, £orataldehyde, and radon gas. The provisions of tius pazagraph shall
suruive cIosing or any termination of this Agreement. $uyer and 5eller agree and
acknowledge that the Purchase Price has been reduced as separate consideration for Huyer's
purchase of the Property.
14. Buyer's Conditions. Buyer's obligations under this Agreement are subject to the
following conditions: .
a. The City Council of the City of Saint Paul has approved Buyer's acquzsition
of the Property in lieu of condemnation;
b. 5eller has timely performed each o#' the Seller's obligations under this
Agreement; nnd
c. The representations set forth in Seclion 12 are true when made and sltall
temain true as of the Date of Closing.
toaaow.� -6-
°tg -qP'P'
If any of (hcso candictons is not sat"ssfte�l �tg of G(051ng for any reason, Buyer may, at its option,
terminate this Agreement by vrritten notice to Seller, in which case Buyec will nonetheless be
entitled to proceed with an action to acquire tite Propetty by eminent domain, as contemplated by
Section 15 and 2i bela�v.
15. Aefuu . If either party defaults in the petforntance o£riny of the Party's obtigations
under tlus Agreement, the nondefaulting party may terntina[e this Agreement by wzitten notice to
the other party. If Seller shatl default, Buyer may initiate andpursue an eminent domain praceeding
againsC the Ptopetty. In that regazd, and as part of the mutua( consideration for this Agteemettt, fhe
parties specifically stipulate and agree that tlae purchase price set fotth in Section 4 abave is, and will
be, the fair mazket value of the Ptoperty for the purpose of determining the awazd in any eminent
domaiu proceeding, and that either party wili, upon the request of the other, enter into a written
stipulation to that effect forfiling in such procceding. The provisions of diis Section 15 will sutvive
the terminatian of this Agreement, will bind Seller's successors in interest, and wil! be specifically
enforceable by court order in the emi nent domain ptoceedings, notwithstanding any pzovision heteia
apparently to the contrary, Buyer's remedies for breach of this Agreement by Seller shall be limited
to specific performance of this Agreement or to proceed with condemnatioa in accordance with this
Section 15.
16. ime. Time is of the essence for a11 provisions of this Agreement.
19. Survival of 7'erms. The Pacties' obligations under this Agreement and the
representations, warrnnties, and indemnities that the Pazties have tecited in this Agreement wil!
suzvive Se11er's delivery of a deed to Buyer and Che closing of this transaction.
18. Notices. Alt notices provided for in this A,greement must be in writing. The notice
will be effective as of the date two days after the Parry sending such noticc deposits the notice with
the United States Postal Service with ali nccessary postage paid, for de#ivery to the other ParYy via
certsfied mail, retum xeGeipt requested, at the address set forth in Section 1 above. I�karty delivets
a notice provided for in this Agreement in a different manner than described in the preceding
sentence, notice wiil be effective as ofthe datethe other party actua]ly receives the notice. The Party
sending the notice should afso mail a copy of the notice to the Parties' respective atto�tteys via ftrst
class United Stetea mail at the addresses set fonh betow:
Attomey for Buyer: Marc J Mand�rscheid
Briggs and Moxgan, P.A.
2200 First Nationa( Bank Building
Saint Pau1, N3N 55101
Attomey for Seller: Andrew P. Lee
Leonazd Stteet and Deinard, PA
150 South Fifth Street, Suite 2300
Mirzneapolis, MN 55402
IOBa0i4.3 -7-
Qa •�rr
is. �uuclyreemcnt. The Yartles acknowicdge that this Agreement and the Stipulat'ton
of Settlement of Claims for Rclocation Benefits and for Imcnovable Personal Property by and
between d�e City o£ 5aittt Paul, Iviinnesota and A.dvanced Recycling, Ine., dated as of September 2,
l 999, represents the fu11 and complete agreement oFttae Parties relating to the purchase and safe of
the Property and all matters related to the putchase and sale of the Ptoperty. This Agreemenf
supersedes and replaces any prior agreements, e'sthet oral or written, and any amendments or
modi�ications to this AgreemenC musc be in writing and executed by both Xarties to be ef�ective.
2o. Governina Law. 'Ihis Agreement has been made under the laws of the State of
Minnesota and such laws contcol iis intecpretation.
21. t#cguisitiou in �,icu of CDnde►nnation. The patties acknowledge and agree that the
sale and purchase contemplated hereby aze being made in lieu oF, and under the tlueaC of, Buyec's
acquisition of the Ptogerty by eminent domain proceedings. The parties £orther acknvwledge that
$uyer was prepazed to initiate proceedings in IZamsey County District CouR to acquire the Property
by eminent domain pursuant to Chapter 1] 7 of the Minnesota Statutes. If Buyer determines to
commence an eminent dotnain action, Seller consents io the it�itiation and prosecution of such
proceedings. Sel ler further waives any azgumene or assertion in such eminent domain proceedings,
that Buyer's acquisition of the PtopeRy is not for a public purpose, and hereby consents to the entry
of an ordet by the Court in such proceedings authotizing the acquisition of the Propetty by Buyer,
and agrees that it will, upon the request of Buyer, enter into a written stipulation to that effect �or
filing in such proceedings. This waiver and consent will survive the termination of this Purchase
Agreement, and the provisions of this Section will be specificeliy en£orceable by Couzt order in the
eminent domain ptoceedings, notwithstanding any provision of this Agreement appazently to the
contrary. This Section 2l shali not excuse or delay Buyer's performance under this Agreement or
under the Scipulation of Settlement. In addition, any taking of the Property by Buyer by emineni
domain shatl be on the same economic tenns as are pzovided herein and in ihe Stipulacion o�
Settlement and will b� suhject to flie tetms of Section 13 of this Agteemettt.
J7ated:
SELLER:
ADVANCBD I2ECXCLING, Tt�'C.
Dy,
IVAN JACOBS
I08d014.3 -8-
aq -aiY
I7d(CQ:
Approved as to Form:
SUYER:
CITY OF SAINT PAUL, M1l�friESOTA
�
BRIGGS AND MORGAN, P.A.
�y
Speciai Cowvsel fo Huyer
10840 t4.3 -9-
aa.a�Y
Ex�tzsir ^A��
Lega� AescrjpNon of the Property
Lots 5, 6 and ?, Block Zi, including tk�at part ofvaeated Genesee Street lying South of the Narth 15
feet of thc 5outh'/� thereof and lying between the extensions across said street of the East and West
lines af Lot 5, alt in Edmund Rice's Trout Brook Addition to the Ciry of Saint Paul.
Atso, Lots i l, 12, 13, 14 and 15, except those parts of said �.ots 13, 14 and 15 heretofore taken by
the Minneapolis, St. Paul & Sault Ste. Marie �tailway Company ail in Block 15, of Edmund's Kice
Trout Brook Addition to the City of Saint Paul
Also, the following patts of the a(ley in said Block l5 and of Genesee Street vacated by Council of
the City of St. Paul by Counci! File No. 7792 duly adopted and approved November 3,1915, to wit:
The West'1a of that part of said alley so vacated end ali those parts of said Genesee
Street so vacated adjace�t to said Lot I1, in said Block 15 and to said alley,
aecording to the recorded ptat thereof, and situated in Ramsey County, Minnesota.
Together with all that part of vacafed Genesee Sizeet acctuing to the above-described real property.
iaaaota.�
Return copy to:
Real Estate Division (LAL)
140 City Ha11
ORIGINAL
Presented By
Refetred To
Council File # �P'
Green Sheet # 100838
RESOLUTION
GITY OF SAINT PAUL, MINNESOTA
ComtniUee: Date
WHEREAS, the acquisition of a parcel of property at 850 Mississippi Street, is necessary for The
Phalen Corridor Project, said pazcel being described as follows:
Lots 5, 6 and 7, Block 21, including that part of vacated Genesee Street lying South of the
North 15 feet of the South �/z thereof and lying between the extensions across said street
of the East and West lines of Lot 5, a11 in Edmund Rice's Trout Brook Addition to the
City of Saint PauL
9 Also, Lots i i, 12, 13, 14 and 15, except those parts of said Lots 13, 14 and 15 heretofore
io taken by the Minneapolis, St. Paul & Sault Ste. Marie Railway Company a11 in Block 15,
ii of Edmund Rice's Trout Brook Addition to the City of Saint Paul.
iz
is Also, the following parts of the alley in said Block 15 and of Genesee Street vacated by
ia Council of the City of St. Paul by Council File No. 7792 duly adopted and approved
is November 3, 1915, to �vit:
16
i� The West 1!3 of that part of said aliey so vacated and ail those parts of said
!a Genesee Street so vacated adjacent to said Lot 11, in said Block IS and to said
9 a11ey, according to the recorded plat thereof, and situated in Ramsey County,
o Minnesota,
Together with a11 that part of vacated Genesee accruing to the above-described real
property; and,
a3
WHEREA5, the acquisition of this property was approved with Councii File I�io. 99-426, dated May 12,
1499; and
WHEREAS, the City of Saint Paul, acting through its Right-of-Way Engineer, has secured an
agreement to purchase said property for the agreed upon sale price of $432,787 which includes the
amount of $191,787 for the value of the land taken, $113,000 for the buiidings on said land, and
$122,000 for personal property(equipment, it being a fair and reasonable price for the subject property;
and
WHEREAS, the Right-of-Wap Engineer has recommended the purchase of said property at ihe price
stated above;
NOW THEREFORE BE IT RESOLVED, that the proper City Officials are hereby authorized and ��
directed to pay to Advanced Recycling, Inc. and Ivan Jacobs, owner of record, the sum of $432,787. The
conditions of sale aze contained in the attached copy of the Purchase Agreement. Purchase Agreement is
attached hereto and incorporated herein by reference. Purchase price of said property to be financed by
the Municipal State Aid Funds, under Funding Code CPL C99-2S151-0788-25061.
ORIGINAL
Reqnested by Department of:
Technology & Manaeement Services
By:
G'f�2�2�%w---`
J�` Director
Form Appro ed by City Attorney
B i '�;.c� , iG✓�w'N"� -,
: � � _ � � R � � • �
� �� � -� _ �. � lr � ii
: ��.i/' �!T/>��.is ��/ - �.—
Adopted by Council: Date ��_ 1'3 \°\`�°j
Adopuon�Certified by Council Sec�
.M.S./REAL ESTATE DIVISION
oatact Person and Pho� N�ber:
Peter White t' U V 266-8850
onco�n �c� . \3 �
E�
ate: October 5,1999
Z. �� �
:.e.,a 1 ATTO�
�
UDGET DIliECP�
�
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q9 -9d'$�
• 100838
�i7NCII.
�
OFY7NANC7ALSVCS
attached resolution to approve the purchase price of that parcel of land at 850 Mississippi Street in
�n with the Phalen CorridorProject
PIANNING COMMLSSION
CNIL
.RSONAL SERVICE CONTRACTS MiJST ANSVPER THE FOLLOWING:
Has the pei•son/firm evet worked nnder a contract for this depai4nent? YES NO
Has t7tis perso�firm everbeen a City employee?
YES NO
. Does Atis perso�firm possess a sid➢ not aormally possessed 6y any YES NO
cncrent (.Sty employce?
CB COMMPC!'EE -
E lain all YES answers on a te sheet and attach.
�xTS �ccx cotmrcn, Better and Safer Streets
:zivE�
CII. WARD(S) 5 DISTRICT PLANA'ING COUNCIL 5
PROBLEM� ISSLJE OPPORTUNITY (FVho Wha; When, WLere� Why?):
Part of the Phalen Corridor Project as planned will be built over a parcel of property at 850
Mississippi Street, dba Advanced Recycling, Inc. To proceed with the project as planned, it is
necessary to acquire this parcel. We have come to an agreement with the property owner and
need to have the pnrchase price approved by the City Councii before closing on the property.
IFAPPROVED:
Property is acquired, and construction of Phalen Corridor can proceed as planned.
APPROVED:
Cost to acquire property and removal of the improvements thereon.
APPROVID:
Phalen Corridor project would need to be re-routed.
TOTAL AMOUNT OF TRANSACTION: $43Z�7g7 COSTlREVENUE BUDGETED (CIRCLE ONE)
�ixcsouxcE: Municipai State Aid Funds ACTIVlfYNUMBER: CPL C�-ZS
A sT^eF'
YES NO
"iNANCIAL INFORMATION: (EXPLAIII�
Valne of Land taken $1Y7,787
Buildings on property $113,000
Personal PropertylEquipment 122 000
TOTAL $432,787
PHALEN CORRIDOR AND q�'
EAST METRO BUS FACILITY ACQUISITtON
j r- 1 AREA TO BE
i... _ _,,, ACQUIRED
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aa-��Y
PU�tC�iA.S� AGR��IVXENT
RELATING TO
850 MISSISSIPPI STREET, SAIPIT PAUL, MIN1+I�30TA
Aated: September 2,1999
ParEies. The parties to this Purchase Agreement are:
a, A.dv�laced 12ecycltng, lnc., a Ivtinnesota corporation, whose addzess is $50
1vlississippi Street, Saint Paui, Minnesota 551o1, fomierly known zs S.E.M. Corg. (the
"Sel{er");
b. Ivan Jacobs, an individual, whose address for notice purposes is S50
Mississippi Street, 5aint Paut, Minnesota 55101 ("Jacobs"); and
c. The City of 5aint Paul, Minnesotn, a body corporate and Qolitic, whose
address is 140 City Hall, Saint Paul, Minnesota 55102, Attention: Peter White (the "Buyer").
This Agreement sometimes refers to Se11er and Buyez individually as a"Party" and collectively as
the "Par[ies."
2, �'ronertv. The real property that is the subject o�this Agreement is located in the
City of Saint Paul, Ramsey Counry, Muuiesota, has a street address of 850 Mississippt 5treet, and
is legaliy described on the attached Exivbit "A" (the "Property"). The tercn "Property," as used in
this Agreement, includes any improvements and fixtures (ocated on tlie Proper�y, and all
hereditaments and apputtenances to the Properey. The Parties do not contempiate the conveyance
of any personal property pursuant to this Agreement.
3. Purefiuse and 5a{e. Seller agrees to setl the Pcoperty tv Buyer pursuant to the terms
of this Agreement, aiad Buyer agrees to purchase the Property &om Seller pursuant to che Cecros of
YhisAgreement. TheS�artiesacknowledgediatihispuschaseisinl'seuofacquisitio�througheminent
domain by the Buyer.
q. Purchase Yrie� and Allocation. The purchese price for the Praperty 'ss Three
Hundred and Ten Thousand 5even Hundred and Eighty-Seven and Nol100 Dotlars ($310,?87.00)
(the "Puxchase Pzice"). The purchase price is allocat�d as #ollows:
Buildings
Land
TOTAL
fOBd014.J
$113,000
�
$310
q� .a fr
5. ��*++cwc Mvner. Thc Buycr wiil not depvsic catnest maney in connection witkl thi3
Agreement.
6. �'ave*�tnt Tertns. At Ctosing, Buycr will tender one of the Purchase Price Yo
Seller in cash, cettified funds, or wire transferred funds. The balance of the Purchase Price shall be
paid to SelIer on Ilovember 1, 1999, or such eazlier date as Conworth, Inc., as agent foc Seller,
cettifies to Buyer thac Seltec and Jacobs have removed all personal proQeRy and al1 refuse and debds
more than twelve (]2) inches in length from the Progerty.
7, Convevence'�e�r�s, AtClosing,SetlerwillexecuteanddelivertoBuyeraLimited
Wartanty Deed conveying marketable fee tiile to the Propecty to Buyer subject onty to:
a. $uildang, zaning, and subdiv�sion statutes, laws, ordinances, and tegulations;
b. Reservations of minerals or of raineral rights in £avor oF the State of
Minneso[a, if any;
c. The lien of rea! estate taxes not yet due and gayable;
d. Rights of the City of Saint Paul to conswct and maintaia utilities located in
the vacated Genesee Street, which accnted to the Property pursuant to Otdinance No. 3394,
Chapter 130.05 of the Legislaflve Code, as amended by Section 228;
e. Resolution vacating Genesee Skreet recorded May 12, 1981, as Document
Nos. 895329 and 2492256(A);
f. Lasemeat Agreement dated December 21, 1984, recotded January 3, 1990,
as Document No. 25253o5;
g. Non-exclusive toadway easement in favor of $urlington I�Iorthem Railroad
Company set foRh in Quitclaini Deed dated f�ugust 5, 19$9, recorded Mazch 9, 1940, as
Documet�t No. 2535�(6;
h, Vacation of Walton Street, Acker Stteet, Genesee Street and alley in Block
15 datedNovember 15,1915, recordedNovembez L5, 1915, as DocumentNa. 455944; and
i. Easements o�' record, if any which da aot material(y interfcre with t6e
Buyer's ability to use or redev�lop ihc Property.
(hereinafter, coilectively, the "Permitted Eneumbrances").
$. e i n.
a. PossessionshallnottransferacClosing,butfollowingtheClosinganduan
of titl�, Sellec may continue to occupy the Property untii November 1,1999, far the purpase
-2-
I0840Id.3
qq � p8�
vf windtng down fts business operation and remaving al[ pe�sonai property Fhereftom.
During the period of time ftom Closing until November l, 1999, Seller shal( pay alI utility
and othet chazges arising from Sellec's continued occupancy and shall save and defend Buyer
from all claims arisi4g therefrom,
b. Qn or prior to lVovember 1,1999, Seller will comgletely vacate the Property
and remove ali personal property, and al1 refuse and debris more than twelve (12) inches in
length ftom the Pro�erty. Time is of the essence of this Rrovision. If Seller daes noc timely
vacate from and clear the prope�ty, Buyec will withhold 10% of the Purchase Price at
Closing, or $31,078.7Q. Buyer will declaze all personal properiy, refuse, and debcis
remaining on the Propecty to be abandoaed and may dispose of such items in any manner
that Bttyer deems appsopriate. Buyer will use the emount withheld from the Purchase Price
to reimburse itself for costs actuatly incurred in connection with disposing of the abandoned
personal property, refvse and debris on the Property. To the extcnt auyer's costs to dispose
of such items is less tlian the amount withheld, Buyer witl refund the e�ccess to Seller.
9. Closine. �'he Parties wi}t meet at the offices of Briggs and Morgan, P.A., 2200 First
National H ank Building, Saint Paul, Minnesota, on Ociober 7,1999 (the "Date of Closing"), at whieh
time:
a. Seller will:
(1} deliver to BUyer appropriate xesolutions or other reasonably
acceptable evidence of Seller's organizational authorization to perform its obl igations
under this Agreement; and
(2) execute and deliver to 8uyer the deed described in Section 7 above;
(3) execute and de(iver to Buyer a non-foreign affidavit in recordable
form containing such information as is required under IRC Section 1445(b)(2) and
any regulations relating thereto;
(4J execute and deliver to the ciosing agent, Buyet or other appropriate
party appropriace �ederal Income Tax 12eporting Forms;
(5) execute and deliver to the closing agent, with a copy to Buyet, a
completed Minnesota I3eparttnent of Health Well Disclosure Cectifieate or iaclude
on the deed described in Section ? the statement "The Seller certifies that the Seller
does not know of any weils on the described real property" or the statement "I am
familiar with the p�operty described in this instrument and I certify that the status and
numbet oF we11s on the desccibed reai property have not changed since the last
pteviousty flled well disclosure certiftcate:" followed by Seller's signature;
{6) execute and deliver to the closing egent, with copies to Buyer, and
ruake arrangcntents to have the closing agent recotd or file in the appsopciate county
taa4ota.g '3'
l�r�I �
l�nd rocord5, ihe at�idavits uescribed in Minnesots Statutes, § 116.4$, 5ubd. 6 and
§ I 15B.15, Subd. 2 if fiiing is determined by Seller to be required;
(7} deliver to Buyer the Owner's Dup2icate Certificate(s) ofTide for any
pazf of the Propetiy that is registered property; and
(8) pay or provide evidence of payment of the following: the fees due
upon the tecording any documents necessary to place record title in the condition
provided for in this Agreement and real estate taxes and, if applicabie, levied ac
pending special assessments pursuant to the provisions of Section 12.
a. $uyec will:
(i) Tender one-half of the Purchase Price to Se(tet pursuant to the
provisions of Section 6 above; and
(2) Pay or provide evidence of payment of the following; the portion of
Buyer's pco-rata sltate of real estate taxes, if any, which Sel(er has previously paid
pursuant to Section l l.a.; the cost of providiag the Commitment as defined in
Section 1 d; the Sfate Deed Tax due upan the execution of the conveyance described
in Section 7; the premium for IIuyer's owner's policy of title inswance, if any; the
fees due upon the recording of the deed from Seller to Buyer; and Title's fee to
conduct and insure the closing of this transaction.
l0. EvidenCe of'X'itfe, CnrinE of Defeets. Buyer acknowtedges that it has obtained a
Coirmitment for Title Insurance (the "Commitment"} issued by Commonwealth Land TiQe
Insusance Company (the "Title Company") under its Fite No. 47940C with effective date
Pebruary 26,1999, covEring the Propertyand otheradditional parcels notsubject to this trensaction.
Seller will conzply with the cequirements set forth in Schedule B-1 o�the Commitment that relate
to the Pcoperty (if any) and will deliver a cogy o£the corporate name change docutnent certified to
by the Minnesota Secretaty of State on or before the Date of Closing.
1 l. Ztcal Estate Taxes un� Snectnl�ssessments. The 2'arties will pay the teal estate
taxes (whichterm, as used in this Agreement, includes servicechazges and govemmentat impositions
assessed against real ptoperty on an annual basis pursuant to Minnesota Statutss 429.i01) and
special assessments as follows:
a. On or before the Date of Closing, 5e11er wilt pay the rea] estate taxes, spccial
as9esstnents, and any penalties and interest thereon that have become due and payabte with
respect to the Property prior to the year of Closing;
6. On or before the Date of Closing, 5eller will pay or provide for the payment
of alt special assessments levied pgainsC the Pxopetty as of the date of Closing. Buyer will
take the Properiy subject to pending specia( assessments;
taaaow.a -4-
q9-�tY
�. suyer und Seltec �+�i11 pro rate the real estate taxes and instailm�eats of spec'ral
assessments that are payabie with respect to theProperty in theyeazof closing, on aper-diem
basis using a cnlendaz year, to the Date of Ciosing; and
d. Buycr witl pay a1! reai estate taxes due and payable in the yeacs following the
yeaz o£ciosing.
12. Seller's ltenresentations and WarranH�s. Seller makes the following
representations and warranties to Buyer:
a. There are no leases or conttacts affecting the Fropetty to which Seiler is a
party.
b. The individuals executing this Agreemient oa behalF of Sellet tepresent to
Buyer that they have thc legal and cotporate authority to execute this Agreement on behalf
of Se(ler and to bind Se11er. Seller reptesents ond warrants to $uyer that 5eller has thc legal
and corporate authocity to enter into this Agreement and to self t4�e Property.
c. 5e11er tepresents and watrat�ts that 5eiler has not made, done, executed, or
suffeted atiy act or thing whereby the Propeny, now or at any time hereafter, shalt or may
he imperiled, charged, or encumbeted in any manner, and Sellerwatrants title to the Property
against all persons claiming the same from oc thrQUgh Setlec as a result of any such thing.
If, at any time prior to the Date of Closing, Seller acquires actua! knowledge of events ot
circumstances that rendcr the tepresentations set forth in this Section S2 inaccurate in any respect,
Seller must iitunediately notify $uyer, in writing. The representations and watras�ties and
indemnifications set forth in this Agreement will survive ihe elasing o�this transaction and Se11ec's
delivery of a deed to Buyer. Buyerwill have teasonabte access to the Propetty during business houcs
and upon pTior notice to Seller ptior to Closing for ptuposes oFinspectistg the Property; provided,
howevet, such inspecfions(s) inay not involve physica! testing without Seller's prior consent, and
fluyer agrees to indemnify and hold Seafer hazmless from any loss, damage or liability arising out
of any such inspection.
13. As zs. Except as specificatly provided in Section 12 of this Agreement, the Property
is being sotd end conveyed by Seller to Buyer "AS IS, W�IERE IS, and WITH ALL FAULTS" in
such condition as the same may be on the Date of Closing, without any representations and
wacranties by Sellec or lacobs as to any conditions of thc Property, including, without limitatiott,
sur£ace and subsur£ace environmental conditions, whether latent or patent. Selier and Jacobs make
no guaranty, wazranty, or zepresentation, eacptessed or implied, as to the quality, character, or
condition of the Property (ot any patt thereo� or o£the fitness of the Property {or any part thereof}
For any use or purpose or any representation as to the caonexistence of any "Hazardous Substance"
(defined below). In zto event sIiall Seller or Jacobs be liable for incidentttl, special, exemplary, or
consequential dan�ages, iucluding, without limitalion, toss of profits oz revenue, intetference with
business operations, ]oss of tenants,lendets, iuvestors, buyers, diminution in va�ue of the Propercy
or inabi lity to use the �roperty, due to the cotidition o£the Property. 13uyer aclu�owledges and agrees
1084014.3 -S-
a� •qrY
iliat IIuy�r ;s rclying on ics own inspcction, examination, and investigation of the Property to
familiacize itsel£ with its cottditioa Huyer agrees that, upon ecceptance of the condition o� the
Property, it:
a. 3hati purchase and accept title to ihe Progerty subject to any and all
envlronmentai conditions;
b. Shatl not have telied on any wattanty or repsesentation made by or on behalf
of Se�ier or Jacobs withrespectto the environtnental coadition of the Property, including any
and a31 surface and subsurface environmental conditions; and
c. Shall fuliy assume all costs and obligations in any way re�ated to secuting a
Certificate o£ Comptedon from the Minnesota Pollution Control Agency with respect to the
Property.
"Hazordaus Substence" include:
a. Any poliutants, dangerous substances, toxic substances, hazardous wasies,
hazardous materials, ot hazardous substances as de�ined in or putsuant to the Resource
Conservakion and Itecovety Act (42 U.S.C. § 6901 et seq.), as amended, or the
Compreheitsive Environntental Response, Compensation and Liability Act (42 U.S.C. §
960 i et seq.), as amended;
b. Any "Hazardous Waste," "I�azardous Substances," "Polfutants or
Contaminants," as defxned in the Minnesota Environmental ktesponse and Liability Act
(Minn. Stat. § 115B.02), or any other �ederal, state or local environtnental law, ordinance,
rule, or regutation; and
c. Petroleum or Petrof eum-containing products, asbestos-containing material,
lead-based paint, urea, £orataldehyde, and radon gas. The provisions of tius pazagraph shall
suruive cIosing or any termination of this Agreement. $uyer and 5eller agree and
acknowledge that the Purchase Price has been reduced as separate consideration for Huyer's
purchase of the Property.
14. Buyer's Conditions. Buyer's obligations under this Agreement are subject to the
following conditions: .
a. The City Council of the City of Saint Paul has approved Buyer's acquzsition
of the Property in lieu of condemnation;
b. 5eller has timely performed each o#' the Seller's obligations under this
Agreement; nnd
c. The representations set forth in Seclion 12 are true when made and sltall
temain true as of the Date of Closing.
toaaow.� -6-
°tg -qP'P'
If any of (hcso candictons is not sat"ssfte�l �tg of G(051ng for any reason, Buyer may, at its option,
terminate this Agreement by vrritten notice to Seller, in which case Buyec will nonetheless be
entitled to proceed with an action to acquire tite Propetty by eminent domain, as contemplated by
Section 15 and 2i bela�v.
15. Aefuu . If either party defaults in the petforntance o£riny of the Party's obtigations
under tlus Agreement, the nondefaulting party may terntina[e this Agreement by wzitten notice to
the other party. If Seller shatl default, Buyer may initiate andpursue an eminent domain praceeding
againsC the Ptopetty. In that regazd, and as part of the mutua( consideration for this Agteemettt, fhe
parties specifically stipulate and agree that tlae purchase price set fotth in Section 4 abave is, and will
be, the fair mazket value of the Ptoperty for the purpose of determining the awazd in any eminent
domaiu proceeding, and that either party wili, upon the request of the other, enter into a written
stipulation to that effect forfiling in such procceding. The provisions of diis Section 15 will sutvive
the terminatian of this Agreement, will bind Seller's successors in interest, and wil! be specifically
enforceable by court order in the emi nent domain ptoceedings, notwithstanding any pzovision heteia
apparently to the contrary, Buyer's remedies for breach of this Agreement by Seller shall be limited
to specific performance of this Agreement or to proceed with condemnatioa in accordance with this
Section 15.
16. ime. Time is of the essence for a11 provisions of this Agreement.
19. Survival of 7'erms. The Pacties' obligations under this Agreement and the
representations, warrnnties, and indemnities that the Pazties have tecited in this Agreement wil!
suzvive Se11er's delivery of a deed to Buyer and Che closing of this transaction.
18. Notices. Alt notices provided for in this A,greement must be in writing. The notice
will be effective as of the date two days after the Parry sending such noticc deposits the notice with
the United States Postal Service with ali nccessary postage paid, for de#ivery to the other ParYy via
certsfied mail, retum xeGeipt requested, at the address set forth in Section 1 above. I�karty delivets
a notice provided for in this Agreement in a different manner than described in the preceding
sentence, notice wiil be effective as ofthe datethe other party actua]ly receives the notice. The Party
sending the notice should afso mail a copy of the notice to the Parties' respective atto�tteys via ftrst
class United Stetea mail at the addresses set fonh betow:
Attomey for Buyer: Marc J Mand�rscheid
Briggs and Moxgan, P.A.
2200 First Nationa( Bank Building
Saint Pau1, N3N 55101
Attomey for Seller: Andrew P. Lee
Leonazd Stteet and Deinard, PA
150 South Fifth Street, Suite 2300
Mirzneapolis, MN 55402
IOBa0i4.3 -7-
Qa •�rr
is. �uuclyreemcnt. The Yartles acknowicdge that this Agreement and the Stipulat'ton
of Settlement of Claims for Rclocation Benefits and for Imcnovable Personal Property by and
between d�e City o£ 5aittt Paul, Iviinnesota and A.dvanced Recycling, Ine., dated as of September 2,
l 999, represents the fu11 and complete agreement oFttae Parties relating to the purchase and safe of
the Property and all matters related to the putchase and sale of the Ptoperty. This Agreemenf
supersedes and replaces any prior agreements, e'sthet oral or written, and any amendments or
modi�ications to this AgreemenC musc be in writing and executed by both Xarties to be ef�ective.
2o. Governina Law. 'Ihis Agreement has been made under the laws of the State of
Minnesota and such laws contcol iis intecpretation.
21. t#cguisitiou in �,icu of CDnde►nnation. The patties acknowledge and agree that the
sale and purchase contemplated hereby aze being made in lieu oF, and under the tlueaC of, Buyec's
acquisition of the Ptogerty by eminent domain proceedings. The parties £orther acknvwledge that
$uyer was prepazed to initiate proceedings in IZamsey County District CouR to acquire the Property
by eminent domain pursuant to Chapter 1] 7 of the Minnesota Statutes. If Buyer determines to
commence an eminent dotnain action, Seller consents io the it�itiation and prosecution of such
proceedings. Sel ler further waives any azgumene or assertion in such eminent domain proceedings,
that Buyer's acquisition of the PtopeRy is not for a public purpose, and hereby consents to the entry
of an ordet by the Court in such proceedings authotizing the acquisition of the Propetty by Buyer,
and agrees that it will, upon the request of Buyer, enter into a written stipulation to that effect �or
filing in such proceedings. This waiver and consent will survive the termination of this Purchase
Agreement, and the provisions of this Section will be specificeliy en£orceable by Couzt order in the
eminent domain ptoceedings, notwithstanding any provision of this Agreement appazently to the
contrary. This Section 2l shali not excuse or delay Buyer's performance under this Agreement or
under the Scipulation of Settlement. In addition, any taking of the Property by Buyer by emineni
domain shatl be on the same economic tenns as are pzovided herein and in ihe Stipulacion o�
Settlement and will b� suhject to flie tetms of Section 13 of this Agteemettt.
J7ated:
SELLER:
ADVANCBD I2ECXCLING, Tt�'C.
Dy,
IVAN JACOBS
I08d014.3 -8-
aq -aiY
I7d(CQ:
Approved as to Form:
SUYER:
CITY OF SAINT PAUL, M1l�friESOTA
�
BRIGGS AND MORGAN, P.A.
�y
Speciai Cowvsel fo Huyer
10840 t4.3 -9-
aa.a�Y
Ex�tzsir ^A��
Lega� AescrjpNon of the Property
Lots 5, 6 and ?, Block Zi, including tk�at part ofvaeated Genesee Street lying South of the Narth 15
feet of thc 5outh'/� thereof and lying between the extensions across said street of the East and West
lines af Lot 5, alt in Edmund Rice's Trout Brook Addition to the Ciry of Saint Paul.
Atso, Lots i l, 12, 13, 14 and 15, except those parts of said �.ots 13, 14 and 15 heretofore taken by
the Minneapolis, St. Paul & Sault Ste. Marie �tailway Company ail in Block 15, of Edmund's Kice
Trout Brook Addition to the City of Saint Paul
Also, the following patts of the a(ley in said Block l5 and of Genesee Street vacated by Council of
the City of St. Paul by Counci! File No. 7792 duly adopted and approved November 3,1915, to wit:
The West'1a of that part of said alley so vacated end ali those parts of said Genesee
Street so vacated adjace�t to said Lot I1, in said Block 15 and to said alley,
aecording to the recorded ptat thereof, and situated in Ramsey County, Minnesota.
Together with all that part of vacafed Genesee Sizeet acctuing to the above-described real property.
iaaaota.�