HomeMy WebLinkAboutCommunity Development Agency - CDA-Packet-10-29-2024 Supporting Documents - 10/29/2024 OTTER TAIL COUNTY – MINNESOTA
COMMUNITY DEVELOPMENT AGENCY
AGENDA
Otter Tail County Sheriff’s Operations Center
469 Main Street
Ottertail, Minnesota
October 29, 2024 | 11:00am
1. Call to Order
2. Approval of Agenda
3. Public Hearing Regarding Sale of Property at 106-108 N Lincoln Avenue, Battle Lake
4. Regular Business:
A. Purchase Agreement Regarding the Sale of 106-108 N Lincoln Avenue to The
Lincoln, LLC
5. Discussion and Communications
A. Upcoming meetings:
November 18, 2024 (Monday) at 1:00pm, Commissioner’s Room,
Government Services Center with HRA Board meeting beginning at 11:45am
6. Adjourn
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NOTICE OF PUBLIC HEARING
COMMUNITY DEVELOPMENT AGENCY OF OTTER TAIL COUNTY, MINNESOTA
REGARDING THE SALE OF PROPERTY
NOTICE IS HEREBY GIVEN that the Board of Commissioners (the "Board") of the
Community Development Agency of Otter Tail County, Minnesota (the "CDA"), will hold a public
hearing on October 29, 2024, at approximately 11:00 A.M. at the Otter Tail County Sheriff’s
Operations Center located at 469 Main Street in Ottertail, Minnesota, to determine if the sale of
certain real property (described below) owned by the CDA, pursuant to Minnesota Statutes,
Sections 469.105, is advisable.
The property is located at 106 and 108 N Lincoln Avenue in Battle Lake, Minnesota, and
is identified by PID #s 63000990086000 and 630009900860001.
The terms and conditions of the proposed sale will be on file and available for public
inspection prior to the public hearing at the offices of the CDA located at 520 West Fir Avenue, in
Fergus Falls, Minnesota.
All persons may appear at the public hearing and present their views orally or in writing
on the proposed sale of the property. Anyone needing reasonable accommodations or an interpreter
should contact the County Administrator's office at the Government Services Center, telephone
(218) 998-8060.
BY ORDER OF THE BOARD OF
COMMISSIONERS OF THE COMMUNITY
DEVELOPMENT AGENCY OF OTTER TAIL
COUNTY, MINNESOTA
/s/ Amy Baldwin, Executive Director
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RESOLUTION 2024-
AUTHORIZING THE SALE AND CONVEYANCE OF REAL PROPERTY
AND AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT
AND OTHER ACTIONS RELATED THERETO
WHEREAS, Minnesota Statutes, Section 469.105 (the "Act"), gives economic
development authorities the authority to sell and convey property; and
WHEREAS, the Community Development Agency of Otter Tail County, Minnesota (the
"CDA"), having the powers of an economic development authority as contained in Minnesota
Statutes, Sections 469.090 through 469.1082, has received a proposal to develop a workforce
housing facility (the "Proposal") from The Lincoln, LLC (the "Purchaser"), on certain real
property, described in Exhibit A attached hereto, and owned by the CDA (the "Property"); and
WHEREAS, on October 29, 2024, the CDA held a public hearing on the question of the
proposed sale of the Property, and said hearing was preceded by at least 10 days but not more
than 20 days prior published notice thereof in a newspaper of general circulation within Otter
Tail County, Minnesota (the "County"), as required by the Act; and
WHEREAS, it is proposed that the sale and conveyance of the Property by the CDA to
the Purchasers would be pursuant to a Real Property Purchase and Sale Agreement, in
substantially the form attached hereto as Exhibit B (the "Purchase Agreement"), which has been
provided to the Board of Commissioners of the CDA for review:
NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners (the "Board")
of the CDA, as follows:
1. The Board hereby makes the following findings:
a. The administrative burden and cost to the CDA to continue to own the Property is
expected to increase over time.
b. There is a need for additional workforce housing units within the County.
c. Selling the Property to the Purchaser will trigger the generation of tax revenue from
the Property.
d. The sale and conveyance of the Property to the Purchaser is advisable, being in the
best interest of the CDA, and furthering the CDA's general plan of economic
development, and is authorized by Minnesota Statutes, Sections 469.105.
2. The Board hereby approves the Proposal, and approves and authorizes the sale and
conveyance of the Property and approves the Purchase Agreement, in substantially the form
submitted, and the Chair and the Executive Director of the CDA are hereby authorized and
directed to execute the Purchase Agreement, when finalized, the Deed, and any other agreement,
amendment, deed, assignment, bill of sale, affidavit, restriction, settlement statement, or other
document necessary to effectuate the sale and conveyance of the Property (collectively, the "Sale
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Documents"), on behalf of the CDA upon expiration of the 20-day appeals period as set forth in
Minnesota Statutes, Section 469.105, Subd. 3.
3. The approval hereby given to the Purchase Agreement, the Sale Documents, and the
Deed includes approval of such additional details therein as may be necessary and appropriate
and such modifications thereof, deletions therefrom and additions thereto as may be necessary
and appropriate and approved by the CDA officials authorized by this resolution to execute the
Purchase Agreement, the Sale Documents, and the Deed. The execution of the Purchase
Agreement, the Sale Documents, and the Deed by the appropriate officer or officers of the CDA
shall be conclusive evidence of the approval of the Purchase Agreement, Sale Documents, and
the Deed in accordance with the terms hereof.
4. The Board hereby authorizes staff of the CDA to take all other actions necessary to
effectuate the intent of the Board for the sale and conveyance of the Property.
Upon the motion of __________________ seconded by _____________________ and
passed on a unanimous vote, the above resolution is hereby adopted by the Otter Tail County
Community Development Agency Board of Commissioners.
Adopted this 29th day of October, 2024.
Dated: _______________________________ OTTER TAIL COUNTY CDA BOARD OF
COMMISSIONERS
Attest:________________________________ By:_______________________________
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EXHIBIT A
DESCRIPTION OF PROPERTY
PID #s: 63000990086000 and 630009900860001
Addresses: 106 and 108 N Lincoln Ave in Battle Lake, Minnesota
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EXHIBIT B
FORM OF PURCHASE AGREEMENT
(attached)
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REAL PROPERTY PURCHASE AND SALE AGREEMENT
This Real Property Purchase and Sale Agreement (this "Agreement") is made to be effective on
__________ ____, 2024 (the "Effective Date") by and between the Otter Tail County Community
Development Agency, a public body corporate and politic under the laws of the state of Minnesota
("Seller") and The Lincoln, LLC, a Minnesota limited liability company ("Buyer"), each a "Party" and
collectively the "Parties."
RECITALS
WHEREAS, the Seller is the owner in fee simple of the real property legally described on
EXHIBIT A attached hereto (the "Property"); and
WHEREAS, on _______________ ______, 2024, the Board of Commissioners of the Seller held
a duly noticed public hearing on the sale of the property, and reviewed and approved the Proposal and this
Agreement, all pursuant to Minnesota Statutes, Section 469.105; and
WHEREAS, the Seller desires to sell the Property to Buyer and Buyer desires to purchase the
Property from Seller subject to the terms and conditions hereinafter set forth:
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller hereby agree as follows:
ARTICLE 1: PURCHASE AND SALE
1.1 Property. Upon and subject to the terms and conditions set forth in this Agreement, Buyer
shall purchase from Seller, and Seller shall sell to Buyer all of Seller’s right, title and interest in and to the
Property, including all easements, and rights appurtenant thereto.
ARTICLE 2: PURCHASE PRICE
2.1 Purchase Price. The purchase price for the Property shall be Eighteen Thousand Six
Hundred 00/100 Dollars ($18,600) (the "Purchase Price"). The Purchase Price, as adjusted for closing
costs and prorations as set forth in this Agreement, shall be paid to Seller in cash or other immediately
available funds.
ARTICLE 3: TITLE OF THE PROPERTY
3.1 Title to be Delivered. At Closing, Seller will execute and deliver a Quit Claim Deed for
the Property to Buyer in substantially the form attached hereto in EXHIBIT B (the "Deed").
ARTICLE 4: INSPECTION; CONDITION OF THE PROPERTY
4.1 Inspection. From the Effective Date to the Closing Date (defined below), Buyer may enter
the Property to conduct any non-invasive testing, investigation, inspections, soil borings or environmental
site assessments of the Property deemed necessary by Buyer, at Buyer's risk and expense. Buyer shall pay
all costs and expenses of the inspections. Buyer shall promptly repair and retore any damage to the
Property attributable to the conduct of any testing, investigation, inspections, soil borings, or
environmental site assessments. Buyer agrees to indemnify and hold Seller and the Property harmless
from all claims, costs, expenses or damages, including reasonable attorneys' fees, for damages and injuries
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resulting from the inspections. This obligation of Buyer shall survive Closing or any termination of this
Agreement.
4.2 "As Is" Sale. Buyer is purchasing the Property "as is" and "where is" based on its own
investigation and inquiry and is not relying on any representation or warranty of Seller. Subject only to
the express representations and warranties made under this Agreement, Buyer waives any and all
representations and warranties pertaining to the Property whether express, implied, statutory or other.
Subject only to the express representations and warranties made under this Agreement, Buyer hereby
forever waives, releases and covenants not to bring any demand, claim, cost recovery action or lawsuit it
may now or hereafter have or accrue against Seller, its directors, officers, partners, members, employees,
agents, successors and assigns arising from any environmental release or environmental matter related to
the Property, including, but not limited to: (a) any hazardous substances currently located or which come
to be located within the Property; or (b) the release of any hazardous substances into, from or through the
Property, whether or not attributable to the handling, storage, generation, transportation or disposal of
hazardous substances or the mere presence of hazardous substances within the Property; or (c) any
hazardous substances which have migrated, leached or traveled onto or off of the Property from any
source. This provisions of this Section shall survive and be enforceable for an unlimited period after the
date of Closing and delivery of the deed.
ARTICLE 5: CONTINGENCIES
5.1 Buyer's Contingencies. The obligations of Buyer under this Agreement are contingent
upon each of the following occurring on or before the Closing Date:
(a) Buyer shall have determined that title to the Property is acceptable.
(b) Buyer shall have determined that it is satisfied with the condition of the Property
and the results of all inspections.
(c) Buyer shall have been awarded funding from the Workforce Housing Development
Program administered by Minnesota Housing.
5.2 Seller Contingencies. The obligations of Seller under this Agreement are contingent upon
the Seller obtaining the necessary approvals to enter into this Agreement and sell the Property on or before
the Closing Date and Buyer fulfilling its obligations under this Agreement.
5.3 Right of Termination. The contingencies in Section 5.1 are solely for the benefit of Buyer.
If any contingencies in Section 5.1 are not satisfied or waived by Buyer on or before the Closing Date,
then Buyer may terminate this Agreement on or before such date. If Buyer does not provide a written
notice of termination by the date required, Buyer shall no longer have a right to terminate this Agreement
under this Section because of such contingencies. If the contingency set forth in Section 5.2 is not satisfied
by Seller on or before the Closing Date, then Seller may terminate this Agreement unless and until the
contingency is satisfied.
ARTICLE 6: REPRESENTATIONS
6.1 Seller's Representations. Seller warrants and represents to Buyer that the following
statements ("Seller's Representations") are, and will be at the Closing, true and accurate.
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(a) Seller is not a "foreign person," “foreign partnership,” “foreign trust” or “foreign
estate” under the Internal Revenue Code.
(b) Upon Closing, this Agreement and all documents, instruments and agreements
contemplated herein are: (i) validly authorized, executed and delivered by Seller, (ii) legally
binding, and (iii) enforceable.
(c) There is no actual or threatened litigation or proceedings with respect to the
Property.
(d) Seller has not entered into any other agreement for the sale of any portion of the
Property and there are no existing rights or options to purchase any portion thereof.
(e) Seller did not utilize any brokers in connection with the Property or this transaction.
(f) To the best of Seller's knowledge, there are no leases for the Property.
(f) As required by Minnesota Statutes, Seller represents that, to the best of Seller's
knowledge, (i) there are no wells, septic systems or storage tanks located on the Property; and
(ii) methamphetamine production has not occurred on the Property. If airport zoning regulations
affect the Property, a copy of those regulations can be obtained at the office of the Morrison
County Recorder.
If any of Seller's Representations become inaccurate before Closing, Seller will notify Buyer of such
change. If curable, Seller shall cure such change. If Seller refuses or is unable to cure, Buyer may: (i)
terminate this Agreement; or (ii) waive objection to the change and proceed to Closing. Seller's
Representations shall survive Closing and delivery of the Deed for a period of six months after Closing.
6.2 Buyer's Representations. Buyer warrants and represents to Seller that the following
statements ("Buyer's Representations") are, and will be at the Closing, true and accurate.
(a) Buyer is a Minnesota limited liability company, is in good standing and authorized
to do business in the State of Minnesota, and that this Agreement and all documents, instruments
and agreements contemplated herein are: (i) validly authorized, executed and delivered by Buyer,
(ii) legally binding, and (iii) enforceable.
(b) Buyer did not utilize any brokers in connection with the Property or this transaction.
(c) Buyer shall devote the Property and develop it into a workforce housing facility, in
accordance with (i) the Workforce Housing Development Program administered by Minnesota
Housing, (ii) any plans and specifications approved by Seller, and (iii) all zoning codes, local
regulations, and Minnesota law, as applicable.
Buyer's Representations shall survive Closing and delivery of the deed for a period of twelve months after
Closing.
ARTICLE 7: DEVELOPMENT
7.1 Use of Property. Buyer shall develop and devote the Property as a workforce housing
facility. No use shall be made of the Property nor any building or structure erected thereon which does not
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conform to (i) such purpose, (ii) the Workforce Housing Development Program administered by
Minnesota Housing, (iii) any plans and specifications approved by Seller, and (iv) all zoning codes, local
regulations, and Minnesota law, as applicable. The Buyer shall have one year from the Closing Date to
begin construction of improvements on the Property, and shall be prohibited from transferring title to the
Property within that one-year period. If the Buyer fails to comply with this Section 7.1, the Seller may
cancel the sale, and title to the Property shall revert back to the Seller. For the purposes of this Section,
the Buyer will be deemed to have commenced construction when the Buyer has laid the foundation.
ARTICLE 8: CLOSING
8.1 Closing. Unless this Agreement is terminated in accordance with the terms hereof, the
closing of the sale ("Closing") shall occur upon November 18, 2024, or a later date and time mutually
agreed upon by Buyer and Seller ("Closing Date").
8.2 Seller's Closing Documents. At Closing, Seller shall execute and/or deliver the following:
(a) the Deed; (b) a non-foreign affidavit as required by the Internal Revenue Code; and (c) such other
documents as may be reasonably required by the Buyer to evidence the performance by Seller of its
obligations under this Agreement.
8.3 Buyer's Closing Documents. At Closing, Buyer shall execute and/or deliver the following:
(a) the purchase price, plus or minus prorations and other adjustments, if any, by wire transfer of immediately
available funds, to be received on or before 2:00 p.m. Central Time on the Closing Date; (b) a closing
statement; (c) plans and specifications approved by the Seller; and (d) such other documents as may be
reasonably required by the Seller to evidence the performance by Buyer of its obligations under this
Agreement and record the Deed (e) all Buyer-related inputs necessary for preparation and e-filing of a
Minnesota Certificate of Real Estate Value.
8.4 Closing Costs. Seller shall be responsible for the payment of all closing costs associated
with the conveyance of the property, including, but not limited to, State deed tax, attorney's fees and such
other costs as are normally allocated to Seller or Buyer under the customs of the state of Minnesota.
8.5 Taxes; Special Assessments. On or before the Closing, Seller shall pay all general real
estate taxes and special assessments for the Property due and payable in years prior to the year of Closing
and all deferred taxes and deferred special assessments for the Property. Real estate taxes due and payable
in the year in which the Closing occurs shall be pro-rated between Buyer and Seller based upon a calendar
year and to the Closing Date, with Buyer paying the costs for the actual Closing Date. Special assessments
due and payable in the year in which Closing occurs and the unpaid balance of any special assessments
due and payable after the year in which the Closing occurs, certified, levied or pending, shall be assumed
by Buyer at Closing. Buyer shall pay all general real estate taxes due and payable in years after the year
of Closing. Seller must notify Buyer of any notifications of levied or pending special assessments that
arise after the Effective Date.
ARTICLE 9: OPERATION PRIOR TO CLOSING
9.1 Leases; Agreements. Seller shall not execute any leases or agreements with respect to the
Property.
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ARTICLE 10: CONDEMNATION
10.1 Condemnation. If eminent domain proceedings are threatened or commenced against any
portion of the Property, Seller shall give prompt notice to Buyer, and Buyer will have the right to terminate
this Agreement within 30 days of Seller's notice. If Buyer fails to timely terminate this Agreement under
this Section, then the parties will proceed to Closing, and Seller will assign to Buyer all rights to appear
in and receive any award from such proceedings.
ARTICLE 11: DEFAULT
11.1 Seller's Default. If Seller defaults under this Agreement, Buyer may either (a) terminate
this Agreement; or (b) demand specific performance. Any action for specific performance must be
commenced within three (3) months of the event of default. The foregoing remedies will be the sole
remedies available to Buyer for default by Seller, and Seller will not be liable for any other monetary
damages.
11.2 Buyer's Default. If Buyer defaults under this Agreement, Seller shall have the right to
terminate this Agreement, after written notice of cancellation as provided under Minnesota Statutes
Section 559.21 and all other remedies available at law or in equity.
11.3 Indemnification. Notwithstanding any statement to the contrary, nothing in this Section
shall in any manner limit the indemnifications or other obligations of Buyer to Seller in this Agreement.
ARTICLE 12: MISCELLANEOUS
12.1 Notices. Notices under this Agreement must be in writing and delivered to the address on
the signature page. If a deadline under this Agreement expires on a weekend or national holiday, the time
for performance or taking such action shall be extended to the next business day.
12.2 Time of the Essence. Time is of the essence for performance of this Agreement.
12.3 Assignment. Buyer may not assign or transfer its rights under this Agreement without the
prior written consent of the Seller. This Agreement is binding upon and inures to the benefit of the Parties
and their respective heirs, executors, administrators, legal representatives and permitted assigns.
12.4 Entire Agreement. This is the entire agreement between the Parties related to the sale of
the Property and supersedes all prior agreements with respect thereto. This Agreement may be modified
only in writing signed by the Parties.
12.5 Waiver; Governing Law. THE PARTIES WAIVE ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION OR SUIT ARISING OUT OF THIS AGREEMENT. The laws of Minnesota govern all
matters arising out of this Agreement.
12.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same document.
Signatures on counterparts may be delivered via any electronic means.
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12.7 Attorneys' Fees. In the event of a dispute arising out of breach or claimed breach of this
Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses
incurred as a result, including attorneys' fees and costs. The term "prevailing party" means that party in
whose favor any monetary or equitable award is made or in whose favor any dispute is resolved, regardless
of any settlement offers or whether such award is determined by an arbitrator or court.
[Signatures are on the next page]
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S-1
To evidence their agreement to the foregoing, the Parties have duly executed this Agreement
effective as of the date first written above.
Buyer:
The Lincoln, LLC
By:____________________________
Name:_________________________
By:____________________________
Name:_________________________
Seller:
OTTER TAIL COUNTY COMMUNITY
DEVELOPMENT AGENCY
By:____________________________
Name:__________________________
Its: ____________________________
By:____________________________
Name:_________________________
Its:____________________________
Addresses for Notices to Seller:
Otter Tail County CDA
Attn: Amy Baldwin
520 West Fir Avenue
Fergus Falls, MN 56537
with a copy to:
Taft Stettinius & Hollister LLP
Attention: Dan Burns
2200 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Address for Notices to Buyer:
The Lincoln, LLC
PO Box 847
Alexandria, MN 56308
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A-1
EXHIBIT A
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
Legal Description of the Property
[Insert Legal Description of the Property here.]
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B-1
EXHIBIT B
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
Form of the Deed
Quit Claim Deed
eCRV number: _________________ Date: __________________
Deed Tax Due: _________________
FOR VALUABLE CONSIDERATION, the OTTER TAIL COUNTY COMMUNITY
DEVELOPMENT AGENCY, a public body corporate and politic under the laws of the state of
Minnesota ("Grantor") hereby conveys and quitclaims to THE LINCOLN, LLC, a Minnesota limited
liability company ("Grantee"), real property in Otter Tail County, Minnesota, legally described as
follows:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
Check here if all or part of the described real property is Registered (Torrens)
together with all hereditaments and appurtenances belonging thereto AND subject to all documents of
record AND Grantor's reservation of a Right of Re-entry as follows:
Grantor hereby reserves a right of re-entry in favor of Grantor for the property that is the subject of this
deed (the "Property") for breach of the following condition subsequent: If Grantee does not commence
development and devotion of the Property in accordance with that certain Real Property Purchase and Sale
Agreement, dated ______________ ____, 2024, by and between the Grantor and the Grantee on or before
the date that is one year from the date hereof, Grantor may commence an action in Otter Tail County
District Court seeking an order re-vesting title to the Property in Grantor. This right of re-entry is superior
to any mortgage on the Property. For purposes of this right of re-entry, Grantee will be deemed to have
commenced development and devotion when Grantee has laid the foundation. The foregoing Grantor's
right to re-entry shall terminate and be of no further force and effect on __________________ ____, 2024.
[Signature page follows]
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B-2
The Seller certifies that the Seller does
not know of any wells on the described
real property.
A well disclosure certificate
accompanies this document or has
been electronically filed. (If
electronically filed, insert WDC
number: __________________).
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.
OTTER TAIL COUNTY COMMUNITY
DEVELOPMENT AGENCY
By
Name:
________________________________________
Its:
By
Name:
________________________________________
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF OTTER TAIL )
The foregoing instrument was acknowledged before me this ____ day of _____________, 2024, by
_________________________ and ____________________________, the _____________ and
__________________, respectively, of the Otter Tail County Community Development Agency, Minnesota,
a public body corporate and politic under the laws of the state of Minnesota on behalf of such agency.
Notary Public
This instrument was drafted by:
TAFT STETTINIUS & HOLLISTER LLP
2200 IDS Center
80 South 8th Street
Minneapolis, Minnesota 55402
Tax Statements should be sent to:
The Lincoln, LLC
PO Box 847
Alexandria, MN 56308
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