6.0. EDSR 08-11-1997 ITEM 6
DOHERTY 3500 Fifth Street StreetTowers 2800 Minnesota World Trade Center 1401 New York Avenu ,
T 150 South Fifth 30 East Seventh Street Suite 1100 1200 Seventeenth Street
RUMBTF, Minneapolis,Minnesota 55402-4235 Saint Paul.Minnesota 55101-4999 Washington,D.C.20005 Denver,Colorado 80202-5823
BU 1 L1LRTelephone(612)310-5555 Telephone(612)291-9333 telephone(202)393-2554 Telephone(303)572-6200
FAX(612)340-558I FAX(612)291-9313 FAX(202)393-3131 FAX(303)572-6203
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AUG - 41917
August 1, 1997
VIA FAX AND MAIL
Mr. Paul Steinman
Elk River Economic Development Authority
City of Elk River
P.O. Box 490
Elk River, MN 55330-0490
Re: West Highway 10 Business Park
Dear Paul:
• I enclose for your review the Outline of Potential Elements of an Exclusive Marketing Agreement and
Related Documents.
Please call with questions or comments, and suggested revisions.
Sincerely yours,
///
David . Sellergren
DCSIeka
Enclosure
OUTLINE OF POTENTIAL ELEMENTS OF AN EXCLUSIVE
MARKETING AGREEMENT AND RELATED DOCUMENTS
I. CONTRACT FOR INITIAL MARKETING, SALE,AND DEVELOPMENT
A. Definitions
1. Marketing Plan- strategy for marketing the sale of this property
2. Master Plan-Plan for development and marketing of this property and the
surrounding properties.
• area will be developed as industrial, commercial or office
• what party will prepare master plan
• who will approve master plan
3. Minimum Improvements-under the master plan, what is the minimum level of
development that will occur, what is the level of development required with
respect to the sale of this property
B. Representations by Owner
1. Owner is fee owner of property or will be as of date of end of redemption
period
2. Owner has authority to sell property
3. Owner aware of no hazardous substances
C. Representations by EDA
• 1. EDA authorized to enter into contract and to carry out terms of contract
2. Procedures EDA will use to attract buyers (i.e. TIF financing)
D. Responsibilities of EDA
1. Prepare Marketing Plan and Master Plan, within X days
2. Market to find an end Buyer for the property
3. Develop and distribute marketing materials (define marketing materials)
4. Make an official announcement of the plan for redevelopment (define manner
of making announcement)
5. Payment of all costs associated with marketing and developing property
6. Report on the status of the marketing to owner
7. Review environmental studies/materials/reports
8. Review and approve title
9. Plan, and possibly install utilities and streets; if install, defer assessments until
X date or building permit
10. Review ordinances to determine and facilitate the development of the
property, and recommend changes to city ordinances that will facilitate the
development
11. Cooperate with City and other agencies in the development
12. Make analysis of traffic needs
13. Make improvements to streets if required
14. Review and approve all building and development plans
15. Facilitate City approval of building and development plans
PhiIlA 525135.1 Page-1-
• E. Owner responsibilities
1. Authorize and pay for the following:
• Conceptual preliminary plat
• Boundary survey
• Soils tests
• Phase I environmental study
• Permit EDA to install/maintain signs for marketing purposes
• Provide evidence of title (abstract or title commitment)
• Provide any additionally required environmental investigations
• Refer potential buyers to EDA
• Cooperate with EDA
• No private broker listings
2. Sell property legally described and depicted on attached exhibits (See Section
II)to any cash Buyer found by EDA, or the EDA itself
3. Execute Purchase Agreement in the attached form (See Section III)
4. Sell property for price as set out in Price Schedule attached (See Section IV)
5. Comply with terms of Purchase Agreement
F. Termination
1. Termination by X date if certain conditions/goals not met
2. Termination by X date if no infrastructure development has begun- include
provision for extension
3. If no Purchase Agreement entered into by X date
iG. Effect of termination
1. Rights of parties
2. Allocation of monies
H. Assignment
I. Indemnification
J. Parties not partners
K. Insurance requirements
H. LEGAL DESCRIPTION AND MAP
III. PURCHASE AGREEMENT—with Buyer/User (or EDA)
A. Purchase price according to price schedule attached (See Section IV)
B. Amount of earnest money
C. Method and timing of final payment
D. Timing of delivery of possession
E. Pre-Closing Documentation
1. Survey
• party responsible to provide survey
• party with rights to review survey and object thereto
• method for objections
• procedure to answer objections
• • rights and obligations of parties if objections are not satisfied
PhillA 525135.1 Page -2-
S 2. Title insurance commitment
• party responsible for providing commitment
• provision for Buyer to review and make objections to commitment
• provision for Seller responding to title objections
• options for parties if title objections not satisfied
F. Subdivision- party to be responsible for obtaining subdivision of the property
G. Definition of minimum improvements
H. Timing of minimum improvements, Buyer to complete
I. Timing of site improvements or public improvements, City/EDA to complete
J. Contingencies
1. Obtain purchase and construction mortgage
2. Execution of Developer's Agreement with EDA to provide TIF/other
inducements
K. Seller's warranties
1. No parties are in possession
2. Planned development of the property will not violate any private agreement or
law
3. Property has not been used for generating, transporting, storing, treating or
disposing of hazardous substances
4. There are no leases, contracts, permits, licenses, surface agreements or other
easements other than those on title commitment
5. Seller has good and marketable title
6. There are no judgments, liens, suits, actions . . . pending or threatened against
Seller that would have a material adverse effect on Seller or the property.
7. There are no aboveground or underground storage tanks
8. There is no sewage treatment system on the property
9. Well disclosure
10. Condition of the property that will be delivered to Buyer (will Seller
demolish/remove structures, grade . . . )
L. Access/inspection of property
1. Buyer will be allowed access to inspect property but will repair any damage
resulting from inspection
2. Buyer will indemnify Seller against mechanics' liens related to inspection
3. Sale contingent upon inspection
O. Buyer's contingencies
1. Seller will have met all warranties and representations as of closing date
2. Buyer will review and approve pre-closing information
3. Buyer will review and approve title
4. Buyer will be satisfied with inspection, environmental studies
5. Condition of the property is acceptable to Buyer (subdivision, grading,
utilities, street . . . )
P. Documents delivered at closing
1. Warranty deed
2. Seller's affidavit
3. Other
Phi11A 525135.1 Page -3-
• Q. Cost allocations of the following
1. Closing fees
2. Deed tax
3. Real estate tax
4. Real estate assessments and special assessments
5. Recording costs
6. Attorney's fees
7. Broker's fees
R. Governing law
IV. PRICE SCHEDULE
2. A. Prices to adjust downward on a square foot basis if"large" parcel sold. Must define
"large".
pp� B. Prices to include Seller payment of assessments, if infrastructure is installed by date of
nr sale to Buyer/User.
•
•
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