Loading...
HomeMy WebLinkAboutItem 086 WM'T %Q IN May 12, 2014 Item No. APPROVE PURCHASE AGREEMENT WITH LAKEVILLE LAND LTD FOR FUTURE LIQUOR STORE SITE May 19, 2014 City Council Meeting Proposed Action Staff recommends adoption of the following motion: Move to approve a purchase agreement with Lakeville Land LTD for the purchase of Lot 2 Block 1, and Lot 3 Block:L of the Lakeville Commerce Center. Adoption of this motion will result in the purchase of land located on the northwest corner of the County Road 70, and 1-35 Interchange for a future municipal liquor store. The negotiated price of these two parcels is $1,967,490 for 4.52 acres, equating to sio.00 per square foot. Overview From 1997 to 2000, Lakeville Liquors had four liquor store locations; Cedar Ave, Kenrick Ave, Heritage Commons and 175th and Hwy 50. Due to cannibalization from the Kenrick location, which was built in 1997, as well as an expiring lease, the 175th and Hwy. 5o store was closed in January of 2000. Since 2000 the liquor operation has expanded total facility square footage by nearly 13% while our sales have increased in excess of 200%. The current stores will soon be unable to accommodate the needs of the customers and will need to be expanded. A study conducted by an outside consultant has determined the County Road 70 and 1-35 area to be an extremely viable location that will not only serve southern Lakeville, but also locations to the south and west. Primary Issues to Consider • When would this site be built? • Why the need to purchase both parcels? • How will this be funded? Supporting Information • Aerial view of lots to be purchased • Conceptual site plan • Purchase agreement with Lakeville Land LTD T Brenda Visnovec Liquor Operations Director Financial Impact: $1,967,400 Budgeted: Y/N Y Source: Liquor Fund Related Documents (CIP, ERP, etc.): Purchase Agreement Notes: STAFF ANALYSIS OF PRIMARY ISSUES APPROVAL OF PURCHASE AGREEMENT WITH LAKEVILLE LAND LTD FOR FUTURE LIQUOR STORE SITE • When would this site be built? It is anticipated that this site will be built in the next 2-5 years. However, city staff has been monitoring this area over the past few years following a feasibility study by an outside firm that determined this area would be a strong viable location to provide service to the population on the southern portion of the city. With the economy improving and commercial business starting to thrive again, staff understood the importance of acquiring the land before all opportunities were lost. • Why the need to purchase both parcels? The purchase of both parcels allowed city staff to negotiate a much lower price for the land. In addition: • As shown in the conceptual site plan, we can maximize the efficiency of the future liquor store site, increasing the adjacent property to nearly a 2 acre parcel. • A two acre parcel will be much more conducive to a wider variety of users than the existing 1.18 acre site. • Ponding and drainage for both parcels can be placed on the secondary lot. Thus the city is not paying for land designated for storm water ponding. • The topography of the land will require extensive grading. By owning both lots, we can grade excess soils to the secondary lot eliminating the need to export soil. • The need to establish access points for both parcels within city ordinance requirements will allow the city the ability to establish and design a shared entrance between the two parcels. • The city will be able to ensure that the secondary lot would be sold to a business that would be conducive to our customer base and vise versa. • Ultimately, the city would sell the remaining property as a pad ready site that will recoup some of the purchase costs and providing a return on the cities investment. • How will this be funded? The Liquor Fund currently allows $2 million for future location land acquisition. CITY OF LAKEVILLE DAKOTA COUNTY, MINNESOTA RESOLUTION RESOLUTION APPROVING THE ACQUISITION OF REAL PROPERTY AND DISPENSING WITH STATUTORY REQUIREMENTS FOR REVIEW BY PLANNING COMMISSION OF DISPOSAL OF PROPERTY WHEREAS, the City is proposing to acquire certain property ("Property") legalIy described in the purchase agreement attached as Exhibit "A," under the terms of the proposed purchase agreement between Lakeville Land, Ltd. Limited Partnership ("Seller") and the City of Lakeville ("Purchase Agreement"); WHEREAS, Minn. Stat. § 462.356, subd. 2 requires that the Planning Commission review the City's proposed acquisitions and dispositions of property, and; WHEREAS, Minn. Stat. § 462.356, subd. 2 provides for an exception from the Planning Commission review requirement upon 2/3 vote of the City Council dispensing with the requirement and finding that the acquisition or disposal of the property has no relationship to the comprehensive municipal plan. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville: 1. The City Council finds that the acquisition of the Property under the Purchase Agreement has no relationship to the comprehensive municipal plan. 2. Review by the Planning Commission of the acquisition of the Property is hereby dispensed with, the proposed transaction is hereby approved, and the Mayor and City Clerk are authorized and directed to execute all documents, and take all appropriate measures to convey the Property under the terms of the Purchase Agreement. ADOPTED this day of , 2014, by a 2/3 vote of the City Council of the City of Lakeville. CITY OF LAKEVILLE I� ATTEST: Charlene Friedges, City Clerk 176281 v1 Matt Little, Mayor 211'TH 7 VV, Dakota County, MN �R S+ 3 d > :7:z i w r A/ a ; r { y Z iti 1IL iVIMINEWZip-- 22443400020 22443400i031 LAKEVILLE LAND LTD LAKEVILLE LAND LTD Disclaimer: Map and parcel data are believed to be accurate, but accuracy is not guaranteed. This is not a Map Scale legal document and should not be substituted for a title search, appraisal, survey, or for zoning 1 inch = 335 feet verification. Dakota County assumes no legal responsibility for the information contained in this data. 4/25/2014 II I L--- .OTH!!k4, EXHIBIT "A" ATTACH PURCHASE AGREEMENT 176281v1 VACANT LAND PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement"), dated for reference purposes only the 19a' day of May, 2014 (the "Effective Date"), between LAKEVILLE LAND, LTD. LEMRTED PARTNERSHIP, a Minnesota limited partnership ("Seller"}, and the CITY OF LAKEVILLE, a Minnesota municipal corporation ("Purchaser"). 1. PROPERTY. in consideration of the mutual promises, covenants, and agreements hereinafter contained, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, Seller's right, title, interest in that real property located within the City of Lakeville, Dakota County, Minnesota as legally described in Exhibits A attached hereto and incorporated by reference herein, together with all attached improvements and fixtures, easements, and other real property interests appurtenant thereto, if any (hereinafter referred to as the "Property"). 2. PURCHASE PRICE. The purchase price for the Property shall be approximately one Million Nine Hundred Sixty -Seven Thousand Four Hundred Ninety and 00/100 Dollars ($1,967,490.00), determined as follows. The final purchase price shall be Ten and 00/100 ($10.00) per square foot as determined by the ALTA survey obtained by purchaser in accordance with the terms of this Agreement ("Purchase Price'). If the total square feet of the Property is greater or lesser than 196,749 square feet, the Purchase Price shall be adjusted accordingly. The Purchase Price shall be paid by Purchaser to Seller as follows: (a) The sum of Ten Thousand and 00/100 Dollars ($10,000) earnest money (the "Deposif), shall be deposited with the Title Company (as hereafter defined) within two business days of execution of this Agreement by both parties. The Deposit shall be held in escrow by the Title Company in an interest bearing account with interest credited to the Purchaser. (b) The remaining balance of the Purchase Price, subject to closing adjustments and pro. rations and after crediting the Deposit, shall be paid by wire transfer of immediately available funds at the Closing to an account designated by Seller. 3. DE SIT. if Closing is completed as provided in this Agreement, the Deposit shall be credited to the balance of the Purchase Price at Closing. If Purchaser defaults under this Agreement and fails or refuses to close the sale as provided in this Agreement or if Purchaser terminates this Agreement at any time following the expiration of the Due Diligence Period, then Seller may retain the Deposit as liquidated damages for Purchaser's failure to close this sale in accordance with the terms of this Agreement, subject to the provisions of Section 21. 4. ROKERS' FEES. Except for Purchaser's broker, Mike Sims, Mid America. LLC, ("Purchaser's Broker"), and Seller's broker, Jonathan Adam, Silverstone Realty and Development LLC, each party warrants that it has not dealt with any broker or other person in connection with the sale of the Property in any manner that could give rise to a claim for commission or similar fee. Purchaser's broker fees shall be paid by Seller in accordance with a 1760I49 0 separate agreement executed by and between Seller and Purchaser's Broker. Seller's broker fees shall be paid by Seller in accordance with a separate agreement executed by and between Seller and Seller's Broker. Except as otherwise provided under this section, each party agrees to indemnify and hold the other harmless against and from all claims for real estate commissions and other fees with respect to the procurement and closing of this Agreement made by any person with whom they have dealt other than as provided herein. 5. CLOSING. Unless terminated earlier, the date for closing the sale and purchase of the Property (the "Clceing") shall be September 5, 2014. Closing shall be held at the office of the Title Company, or at such other time, date or place as the parties may mutually agree. The Closing shall occur through an escrow with the Title Company, whereby the Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. 6. CQMMYAMM OF PROPERTY. Upon performance by Purchaser, Seller shall execute and deliver a Limited Warranty Deed conveying marketable title of record, subject to all of the following (collectively, "Permitted Exceptions'): (a) Reservations of minerals or mineral rights by the State of Minnesota, if any; (b) Local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws; (c) Easements, rights-of-way, reservations, covenants and restrictions of record, except those easements, rights-of-way, reservations, covenants and restrictions of record objected to by Purchaser during the period for objections to title under Section 8; (d) Any matter that would be disclosed on an ALTA land survey of the Property if the Purchaser does not obtain one; (e) All non -delinquent property taxes and assessments, which shall be prorated at Closing as provided herein; (f) That certain Declaration of Restrictions executed by Seller and recorded on or about August 30, 2011 and that certain Declaration of Covenants, Conditions and Restrictions dated May 9, 1997, recorded May 28, 1997, as Document Number 1422893 ("Original Declarations"), as amended by that certain Declaration of Covenants, Conditions and Restrictions dated October 15, 1998, recorded February 18, 1999, and Corrective Declaration of Covenants, Conditions and Restrictions dated June 25, 2003, recorded July 1, 2003, as Document Number 208626, affecting the Property 2817192; (g) Matters listed in Schedule B, Section II of the Title Commitment (as hereinafter defined) to which Purchaser does not object pursuant to Section 8; 2 1760109 0 (h) All matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser. 7.S„ URVEY. Purchaser shall have the Property surveyed as determined by Purchaser, in Purchaser's sole discretion and at Purchaser's expense. If the survey shows any discrepancies or conflicts in boundary lines and encroachments which materially decrease the value of the Property based on Purchaser's intended use, which Seller is unable or unwilling to cure, then Purchaser's sole remedy shall be to terminate this Agreement by notice to Seller, given no later than the expiration of the Due Diligence Period, whereupon the Deposit shall be refunded, otherwise the defects shall be deemed to be waived. S. EMMENCE OF TITLE. (a) Within twenty (20) days after the execution of this Agreement by the parties, Seller shall deliver to Purchaser most recent surveys of the Property in Purchaser's possession as prepared by MFRA, Inc., Plymouth, Minnesota, and, at Seller's expense, a title insurance commitment ("Commitment") written by Old Republic Title Insurance Company, 400 Second Avenue South, Minneapolis, Minnesota (Attention: Rick Zilka) (612) 371-1178 (�M' 2- crsubiictitl .co12) for an ALTA Owner's Form policy in an amount equal to the Purchase Price, which shall commit to insure good and marketable fee simple title to the Property in Purchaser upon Closing. The Commitment shall be issued with the following commitments: (1) Insures that at Closing Purchaser shall have marketable and insurable title of record to the Property, free and clear of all liens, encumbrances, leases, claims and charges, all material easements, rights-of-way, covenants, conditions and restrictions and any other matters affecting title, and deleting all exceptions, except for Permitted Exceptions and such matters as are approved by purchaser m writing. (2) Waives or insures against the following standard exceptions: (i) Facts which would be disclosed by a comprehensive survey of the Property; (ii) Rights and claims of parties in possession; and (iii) Mechanic's, contractor's and material liens and lien claims. (b) Purchaser shall have twenty (20) business days following receipt of the Commitment, but in no event no later than the expiration of the Due Diligence Period, within which to deliver to Seller a notice setting forth any objections to title, other than the Permitted Exceptions, which render title unmarketable ("Obj ectiorw); otherwise, Purchaser shall be conclusively presumed to have approved the title to the Property. 3 176014v9 11�t (c) Seller shall, within ten (10) days of receipt of Purchaser's written Objections, notify Purchaser of its intent to cure Objections prior to the end of the Due Diligence Period and shall use reasonable efforts to do so. Pending cure of Purchaser's Objections and in the event Seller shall notify Purchaser of the need for additional time to cure Objections, the Seller shall have up to an additional sixty (60) days, if necessary; to cure Objections; provided, however, that Seller shall pursue cure of Objections in a diligent manner. Upon failure of Seller to provide notice of intention to cure Objections, or if notice is furnished but the Due Diligence Period expires without Objections being cured within the allowable periods, the Deposit shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement. If neither party terminates this Agreement as provided in the paragraph, then the parties shall proceed to closing and Purchaser shall be deemed to waive any objections to title. Nothing contained herein shall obligate Seller to cure any Objections other than as specifically provided herein 9. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS (a) Taxes Shall Be Prorated. Real estate taxes attributable to the Purchaser's Property due and payable in the year of closing shall be prorated based on land value to the date of closing. Real estate taxes attributable to the Purchaser's Property and due and payable in years prior to the year of closing, including but not limited to any deferred real estate taxes under Minnesota Statutes, the so-called "Green Acres Recapture", catch-up or adjustment in future taxes due as a result of Purchaser's Property having been classified under any designation authorized by law to obtain a special low ad valorem tax rate or receive either an abatement or deferment of ad valorem taxes, shall be paid by Seller. Real estate taxes attributable to the Purchaser's Property and due and payable in the years following closing shall be paid or assumed by Purchaser. (b) Special Assessment. All levied assessments due and payable in the year of Closing relating to Purchaser's Property shall be pro -rated. between Purchaser and Seller as of the date of Closing. All levied assessments payable for the years prior to Closing shall be paid by Seller and all levied assessments due and payable after the year of Closing shall be paid by the Purchaser. 10. POSSESS_ ION. Seller shall deliver possession of the Property to Purchaser on the date of Closing. 11. DUE DILIGENCE PERIOD. (a) Except as otherwise extended pursuant to the terms of this Agreement, Purchaser shall have until 5:00 P.11A. (C.S.T.) on July 7, 2014 ("Due Diligence Period") within which to perform any and all studies or inspections it deems necessary or desirable on the Property, including any environmental studies, to secure all governmental approvals necessary for Purchaser's intended use, and to terminate this Agreement, upon written notice to Seller on or before the expiration of the Due Diligence Period and receive a full refund of the Deposit if any conditions are deemed unsatisfactory to Purchaser at Purchaser's discretion. During the Due Diligence Period, Purchaser may present to Seller the plans and specifications for the proposed structure to be built 4 1760149 on the Property. If plans and specifications are provided to Seller, Seller shall provide to Purchaser, on or before the expiration of the Due Diligence Period, written notification of the approval or denial of such plans and specifications and any appropriate waiver in satisfaction of the Declarant approval and waiver requirements under Paragraphs 1 and 6 of the Original Declarations, as amended. In the event the plans and specifications are not approved by Seller or waivers granted, Purchaser shall have the right to terminate the Agreement whereupon the Deposit shall be immediately returned to Purchaser and the parties shall have no further rights or obligations hereunder except as expressly set forth herein. Except as otherwise provided under Sections 8 and 21 of this Agreement, Purchaser shall have no right to terminate this Agreement after the Due Diligence Period (or the extension of the Due Diligence period provided under Section 11(b)) for matters required to be addressed during the Due Diligence Period. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the expiration of the Due Diligence Period, time being of the essence, the termination right described in this Section l l (a) shall be immediately null and void and of no further force or effect and Purchaser shalt be deemed to have accepted the financial and physical condition of the Property and the Deposit shall be deemed non-refundable except in the event of Seller's default hereunder. Purchaser's failure to provide such notice on or before the end of the Due Diligence Period shall constitute Purchaser's waiver of the herein -described termination right. (b) In the event Purchaser has not concluded its inspections or secured all necessary governmental approvals within the Due Diligence Period, then Purchaser may, at its option, extend the Due Diligence Period for one 30 day period. Notice of Purchaser's intent to extend the Due Diligence period shall be accompanied by a deposit into escrow of an additional Ten thousand and 110/100 ($10,000.00) Dollars ("Additional Deposit'). The Additional Deposit shall be treated as the Deposit for purposes of the terns of this Agreement, except that the Additional Deposit is non-refundable if the Agreement is terminated for any reason other than Seller's default. (c) During the Due Diligence Period, Purchaser shall have the right, at Purchaser's expense, to select licensed engineers, contractors, and/or other qualified professionals to mare inspections concerning the Property, including but not limited to tests of soils, geologic hazards, utility lines and systems, and possible environmental hazards. The transaction contemplated herein is contingent upon Purchaser's full, complete and sole satisfaction of its review of the foregoing. (d) Any time prior to Closing, Purchaser or its authorized agents shall have the right to enter upon the Property, at Purchaser's expense, for any lawful purpose, including without limitation making surveys, site analysis, test borings, and engineering studies and to erect such signs as Purchaser may deem necessary. (e) If not already provided to Purchaser by Seller, promptly after execution of this Agreement by both parties, Seller shall within five (5) days after execution of this Agreement, provide Purchaser copies of the following, at no cost to Purchaser: surveys of the Property Prepared by WRA, Inc.; soil tests prepared by Braun Engineering Co.; easements, covenants or restrictions, or encumbrances affecting the Property; and such other information pertaining to the Property that Purchaser may reasonably request. 5 1760140 N* (1) Purchaser agrees to indemnify, defend and hold Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Purchaser's or its agents' actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to Section 11. This Section 11 (t) shall survive the Closing and/or any termination of this Agreement for a period of one (1) year. 12. REPRESENTATIONS OF SELLER. Seller does hereby covenant, warrant and represent to the Purchaser, to the best of its knowledge, as follows: (a) Seller has or as of the date of Closing will have marketable and insurable title to the Property of record, free and clear of all liens, encumbrances, leases, claims and charges, all material easements, rights-of-way, covenants, conditions and restrictions and any other matters affecting the title, except for the Permitted Exceptions. (b) To Seller's actual knowledge, the conveyance of the Property pursuant hereto will not violate any applicable statute, ordinance, governmental restriction or regulation, or any private restriction or agreement to which Seller is a party. (c) To Seller's actual knowledge, as of the date of Closing there will be no outstanding or unpaid claims, actions or causes of action related to any transaction or obligation entered into or incurred by Seller with respect to the Property prior to the date hereof. (d) To Seller's actual knowledge, there are no underground storage tanks or wells on the Property, it being understood that the representation as to wells shall be recited in the deed to be delivered by the Seller at Closing. (e) Seller is not a foreign person as defined in §1445(f) (3) of the internal Revenue Code or regulations issued thereunder. (i) To Seller's actual knowledge, Seller has not received any written notice of any current action, litigation, investigation, condemnation or other proceedings of any kind pending or threatened against Seller with respect to the Property. (g) Seller warrants and represents to Purchaser that from the date it acquired the Property until the date of the Closing, Seller has not, at any time: (1) "released" or actively or passively consented to the "release" or "threatened release" of any Hazardous Substance (as defined below) from any "facility" or "vessel" located on or used in connection with the Property or adjacent tracts in violation of applicable laws; or (2) taken any action in "response" to a "release" in connection with the Property or adjacent tracts; or 1760109 (3) otherwise engaged in any activity. or omitted to take any action which could subject Purchaser to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute or common law, in connection with Hazardous Substances (as defined below) located in or on the Property or adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below) in violation of applicable law. The terms set within quotation marks above shall have the meaning given to them in the Comprehensive Environmental Response and Liability Act, 42 U.S.C. Sec. 9601 et seq., as amended ("CERCLA") and any state environmental laws. (h) Protected historical sites. [Select either (1) or (2) below:] (1) Seller represents that Seller does not know if there are historical, native American, or archeological materials on or in the property that might be protected by law. (2) X Seller represents to the best of Seller's knowledge that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. Purchaser's obligation to close is contingent upon Purchaser determining to Purchaser's satisfaction that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. 13. NOTICES. Any notice which may be or is required to be given pursuant to the provisions of this Agreement shall be given in writing and shall be effective for all purposes if hand delivered or sent by: (a) personal delivery; or (b) by nationally recognized commercial or United States Postal Service overnight prepaid courier service, with proof of delivery; or (c) by certified or registered United States mail, postage prepaid, each addressed as follows (or at such Other address and person as shall be designated from time to time by any party hereto in a written notice delivered to the other parties in the manner provided for in this section): Seller: Lakeville Land, Ltd. Limited Partnership c/o CRICO of Lakeville, Inc. 11200 Rockville Pike, Suite 300 Rockville, MD 20852 Fax: (301) 231-0251 Copy to: William O. Cooley 236 Fairview Road Palm Beach, FL 33480 Purchaser: City of Lakeville 20195 Holyoke Avenue Lakeville, MN 55044 Atter: City Administrator 7 1760149 Copy to: Campbell Knutson, P.A. 1380 Corporate Center Curve Suite 317, Eagandale Office Center Fagan, MN 55121 Attn: Andrea McDowell Poehler 14. BENEFIT. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and assigns. 15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with respect to the transaction hereinabove set forth and may not be amended or modified in whole or in part except with the consent of both of the parties hereto in writing. 16. TEWE OF THE ESSENCE. Time shall be of *the essence with respect to the performance by the parties of their respective obligations hereunder. 17. EXPENSES. Except as otherwise provided herein, the parties shall be liable for expenses as follows: (a) Real Estate Deed Tax. Seller shall pay real estate transfer tax due as a result of this transaction under applicable state law. (b) Recording Fees. Seller shall pay for any and all recording fees for any corrective instruments required to remove exceptions to title other than the permitted exceptions. Seller shall pay the recording and conservation fee for the Limited Warranty Deed. (c) Title Insurance. Seller shall pay the cost of providing title insurance as required in Section 8 above. (d) S ey. Purchaser will pay the cost of an ALTA land survey or any additional survey work ordered or by Purchaser under Section 8, above. (e) Due Diligence. Except as otherwise provided herein, Purchaser will pay all costs associated with its due diligence under Section 11. (f) Escrow. Closing and Other Fees andE�-penses. Seller shall pay for any escrow or closing fees charged by Title Company. As to all other closing costs and expenses, each party shall pay its respective expenses, taxes, charges and liabilities incurred in connection with or arising out of the exercise of their respective rights or obligations under this Agreement and the transfer of title from Seller to Purchaser. 18. CLOSING D_NTS. (a) At the Closing, Seller shall execute and/or deliver to Purchaser the following (collectively the "Closing Documents"): (1) Limited Warranty_Deed. A Limited Warranty Deed in recordable form satisfactory to Purchaser and Title, containing the legal description as 8 1760149 4!c (b) shown on the Commitment and the Survey, and conveying the Property to Purchaser, free and clear of all encumbrances, except encumbrances acceptable to the Purchaser and except Permitted Encumbrances and including the Well Certification statement in accordance with Minnesota law; (2) Seller's Affidavit. A standard form affidavit by Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property (other than at the request of Purchaser) for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Property. (3) Non Foreign Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Seller is not a "foreign person" as defined in §I445(f)(3) of such Code and such regulations. (4) Storage Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. § 116.48. (5) Well Certificate. If there is a well located on the Property, a well disclosure certificate in form and substance true to form for recording. (6) Certification. A certification that the representations and/or warranties made by Seller are the same as were in existence on the date of this Agreement; (7) Releases. Satisfactions or releases in recordable form of any mortgages or contracts that remain unsatisfied as of the date of the closing; (8) Bring -Down Certificate. A "bring down certificate" confirming that all of Seller's express representations and warranties under Section 12 of this Agreement remain true and correct in all material respects as of Closing, or, to the extent applicable, stating how any such representation or warranty is no longer materially true and correct. (9) Qther Documents. A closing statement and all other documents reasonably determined by either party or Title Company to be necessary to transfer and provide the Alta Owner's form policy for the Property required under Section 8. At the Closing, Purchaser shall execute and deliver to Seller the following: 9 (1) A closing statement and all documents reasonably determined by either party and the title insurance company to be necessary to provide title insurance for the Property; and (2) Payment of the balance of the Purchase Price. 19. ASSIGNMENT. Purchaser shall not assign this Agreement or its rights hereunder without the express written consent of Seller, which may be withheld by Seller in its sole discretion. 20. MINNESOTA LAW. This contract is governed by the laws of the State of Minnesota. 21. DEFAULT• REMEDIES. If Seller has performed or is ready, willing and able to perform all obligations required by this Agreement and Purchaser shall fail or refuse to perform this Agreement within the time and in the manner provided, then Seller may terminate this Agreement by giving written notice thereof to Purchaser, and upon giving such written notice, Seller shall be entitled to receive the Deposit as liquidated damages, the parties recognizing that Seller's actual damages in the event of Purchaser's default will be difficult to ascertain, in which case the parties shall have no further rights and obligations hereunder other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement. If Purchaser has performed or is ready, willing and able to perform all obligations required by this Agreement and Seller shall fail or refuse to perform this Agreement within the time and in the manner provided, then Purchaser, at its option: (a) may elect to enforce the terms hereof by action for specific performance to the extent allowed by law; or (b) may terminate this Agreement by giving written notice thereof to Seller and receive a full refund of the Deposit, in which case the parties shall have no further rights and obligations hereunder other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement. 22. SIGNATURES BY COUNTERP /FACS This Agreement may be executed in counterparts. Signatures may be transmitted via facsimile or in "PDF" format via e- mail. 10 1760149 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, in multiple counterparts, each of which shall be deemed an original and all PURCHASER: CITY OF LAKEVILLE O Matt Little, Mayor Charlene Friedges, City Clerk SELLER: LAKEVILLE LAND, LTD. LIMITED PARTNERSHIP By: H&W Family Limited Liability Limited Partnership, a Minnesota limited partnership, general partner By: H&W Holding, LLC, a Nevada limited liability company, general pariner 4 - 11 1760149 Legal Description Lots 2 and 3, Block 1, Lakeville Commerce Center, Dakota County, Minnesota according to the recorded plat thereof. 12 176o14v4 RESOLUTION OF THE GENERAL PARTNERS OF LAKEVILLE LAND, LTD. LIMITED PARTNERSHIP The undersigned, being all of the general partners (the "General Partners") of LAKEVILLE LAND, LTD. LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Partnership'), hereby adopt the following resolutions effective as of May 1, 2014, with respect to the sale of the certain real property owned by the Partnership and located in Dakota County, Minnesota (the "Real Property"). WHEREAS, CRICO of Lakeville, Inc., a Delaware corporation, and H&W Family Limited Liability Limited Partnership, a Minnesota limited partnership, are the General Partners of the Partnership; and WHEREAS, the Partnership the City of Lakeville (the "Purchaser") are negotiating a certain Vacant Land Purchase Agreement (the "Purchase Agreement) whereby the Partnership, as the Seller, is offering to sell the Real Property to the Purchaser subject to the terms and conditions contained in the Purchase Agreement. NOW THEREFORE, be it resolved that the General Partners hereby approve the Purchase Agreement; and be it further RESOLVED, that the General Partners hereby designate H&W Family Limited Liability Limited Partnership, acting as General Partner of the Partnership, to enter into, execute and deliver the Purchase Agreement and any and all agreements, certificates, instruments, assignments, consents or other documents which an authorized officer of H&W Family Limited Liability Limited Partnership may deem necessary or advisable to effectuate the sale of the Real Property to the Purchaser pursuant to the Purchase Agreement, without the need for countersignature by CRICO of Lakeville, Inc.; and be it further RESOLVED, that the acts and transactions of the partners of H&W Family Limited Liability Limited Partnership, Inc. to effectuate the sale that have been made or taken prior to the effective date of this resolution in furtherance of the purpose of this resolution are hereby ratified and approved. (Signatures Appear on Fallowing Page) RESOLUTION OF THE GENERAL PARTNERS OF LAKEVILLE LAND, LTD. LIMITED PARTNERSHIP Page 2 CRICO OF LAKEVILLE, INC., a Delaware corporation fi(am B. Dockser Chairman of the Board H&W FAMILY LIMITED LIABILITY LIMITED PARTNERSHIP, a Minnesota limited partnership By: H&W Holding, LLC, a Nevada limited liability company, general partner By: William . Co y Member