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HomeMy WebLinkAbout16-039CITY OF LAKEVILLE DAKOTA COUNTY, MINNESOTA RESOLUTION 16-39 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") legally described M. Part of the Southeast Quarter of the Northwest Quarter (SE '/ of NW 1/4) of Section Twenty-nine (29), Township One Hundred Fourteen (114), Range Twenty (20), lying Northeasterly of the Minneapolis, Northfield and Southern Railway Right of Way, described as follows: Commencing at a point at the intersection of the center line of the Dodd Road and State Trunk Highway No. 65 (formerly No. 50), thence South along the center line of the said Dodd Road One Hundred Sixty-four and seven tenths (164.7) feet to the Easterly line of the Minneapolis, Northfield and Southern Railway Right of Way; thence Southeasterly along the Northeasterly line of said Railway Right of Way Two Hundred Six (206) feet; thence in a Northeasterly direction Three Hundred Twenty-four (324) feet to the center line of State Trunk Highway No. 65 and a point Two Hundred and six tenths (200.6) feet East of the point of beginning; and thence Two Hundred and six tenths (200.6) feet West along the center line of said State Trunk Highway No. 65 to the point of beginning, excepting therefrom the East (E) Forty-five (45) feet of the North One Hundred Ten (I 10) feet, according to the Government Survey thereof. WHEREAS, Lucille Scheffler and the City have negotiated terms for the acquisition of the Property as provided in the proposed purchase agreement attached hereto as Exhibit "A" ("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. that: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville 1. The Purchase Agreement is hereby approved. 2. The acquisition of the Property under the Purchase Agreement has no relationship to the comprehensive municipal plan. 3. Review by the Planning Commission of the acquisition of the Property is hereby dispensed with, the proposed transaction is hereby approved, and the City Administrator is authorized and directed to execute the Purchase Agreement and Addendums and all documents necessary to complete the transaction. ADOPTED this 4h day of April, 2016, by a 2/3 vote of the City Council of the City of Lakeville CITY OF LAKEVILLE - BY: ��k- Matt IAttle, Mayo A EST: Charlene Friedges, CitV16'k REAL ESTATE PURCHASE AGREEMENT THIS AGREEMENT ("Agreement"), dated as of the 4th day of April 2016 (the "Contract Date"), by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation ("Purchaser") and LUCILLE H. SCHEFFLER, a single person ("Seller"). 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 buy the real property, legally described on Exhibit "A" attached hereto from Seller, upon the terms and conditions hereinafter set forth, together with the buildings constructed thereof (the "Buildings"), the improvements located within the Buildings (the "Improvements") and all and singular rights and appurtenances pertaining to the real property including, but not limited to all right, title and interest of Seller in and to adjacent streets, rights of way, easements, utility agreements, parking and other shared use agreements and all hereditaments and appurtenances pertaining thereto, if any (hereinafter referred to as the "Property"). 2. PURCHASE PRICE AND MANNER OF PAYMENT. The total purchase price ("Purchase Price") for the Property shall be payable by Purchaser to Seller by wire transfer at Closing (as hereinafter defined) in the amount of Three Hundred Fifty Thousand and No/100 ($350,000.00) Dollars. 3. TITLE TO BE DELIVERED. Seller shall deliver to Purchaser, or cause to be delivered to Purchaser, at Closing, an executed Limited Warranty Deed ("Deed") in recordable form conveying fee simple title to the Property subject to the terms of this Agreement and: (a) Reservations of minerals or mineral rights by the State of Minnesota; (b) Building, zoning and subdivision laws and regulations consistent with the current use of the Property; (c) The lien of real estate taxes and installments of special assessments which are payable by Purchaser pursuant to the terms of this Agreement; (d) Applicable laws, regulations, zoning regulations and ordinances, whether federal, state or local; and (e) Exceptions to title which constitute encumbrances, restrictions, or easements which have been disclosed to Purchaser and accepted by Purchaser in writing; (hereinafter "Permitted Encumbrances"). 4. RELOCATION BENEFITS. Seller is aware of Seller's rights and payments that Seller may be eligible to receive pursuant to the Uniform Relocation Assistance Act (the "Act"). Seller acknowledges that Seller has been given the opportunity to seek and receive the advice of legal counsel with respect to relocation, moving, reestablishment and other costs, if any, that may be available under the Act. 185961v4 Seller hereby acknowledges that the payment of the Purchase Price does not include a payment for Relocation Benefits. At Closing and as a condition precedent to Closing, Seller will waive any right to receive any relocation payments pursuant to the Act (or other federal or state law provisions) with respect to the Property. Seller acknowledges that Seller will make such a waiver of Seller's own volition and with full knowledge of the specific relocation benefits to which Seller may be entitled. Seller and Purchaser agree that this is a voluntary sale by Seller and that Purchaser's offer to purchase is in response to a listing of the Property by Seller. Purchaser represents that Purchaser would not acquire the Property in the event that negotiations between Seller and Purchaser had failed to result in an amicable agreement. Prior to any action by Purchaser indicating intent to acquire the Property, Seller requested that Purchaser acquire the Property through negotiation. Seller clearly showed intent to sell the Property on the open market prior to any discussions, inquiries or negotiations by Purchaser. If the transaction set forth by this Agreement is not completed, Purchaser has no immediate intent to acquire the property by eminent domain and has not considered the use of eminent domain. If this Agreement is terminated for any reason, Seller is free to retain ownership of the Property or to sell the Property on the private market. As Purchaser and Seller agree that this is a voluntary sale, state and federal law permit the Purchaser to request a waiver of relocation benefits from Seller, as provided under Minnesota Statute Section 117.521. Prior to and as a condition of Closing, Seller will be required to sign a relocation waiver, the form of which is substantially the same as shown on Exhibit `B" and the final form will be subject to the approval of Purchaser ("Relocation Waiver"). If requested by Seller, Purchaser will arrange for a relocation consultant to meet with Seller prior to Closing to determine the amount of relocation benefits for which Seller would be eligible if this were a non- voluntary sale. If Seller does not waive relocation benefits, this Agreement will be terminated and Seller will be free to retain ownership of the Property or sell on the private market. 5. EVIDENCE OF TITLE. (a) Purchaser shall obtain a commitment for an ALTA Owner's Form title insurance policy (the "Commitment") issued by a title company (the "Title Company"), pursuant to which the Title Company agrees to issue to the Purchaser upon the recording of the documents of conveyance referred to herein an Owner's title insurance policy insuring the Property in an amount equal to the Purchase Price. The Commitment shall include proper searches covering bankruptcies, state and federal judgments and liens and levied and pending special assessments, which Commitment: (1) Insures that Purchaser has marketable 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, except for Permitted Encumbrances. (2) Waives or agrees to insure over the following standard exceptions: 185961v4 2 (A) Rights and claims of parties in possession; and (B) Mechanic's, contractor's and material liens and lien claims. (b) Purchaser shall have ten (10) days after receipt of the Commitment to deliver to Seller written objections to title based on marketability of the Property ("Objections") and Seller shall have until the Closing Date to have such Objections removed or satisfied, during which period the Closing Date shall be postponed, if necessary. If Seller fails or is unable to have such Objections removed within said time, Purchaser may, at its sole election, do any of the following: (1) Termination. Terminate this Agreement without any liability on its part in exchange for a quit claim deed for the Property. (2) Escrow for Cure. If the parties agree to an escrow, Seller shall escrow an amount sufficient to assure cure of the Objection(s). Any amount so escrowed will be placed in an escrow with title pending such cure. If such escrow is established, the parties agree to execute and deliver such documents as may be reasonably required by the Title Company, and Seller agrees to pay the charges of the Title Company to create and administer the escrow. (3) Purchaser Cure. To the extent an Objection can be satisfied by the payment of money, Purchaser shall have the right to pay the amount necessary to satisfy such Objection and the amount so applied shall be reimbursed to Purchaser by Seller or, to the extent the amount is less than the Purchase Price, deducted from the Purchase Price at the Closing, provided, that the amount due to the third -party claimant is an undisputed liquidated amount for which Seller's liability is undisputed. Notwithstanding the limitation, waiver, and relinquishment of remedies in Section 18, if Purchaser funds such a cure of monetary objection, and is not reimbursed at Closing by Seller, Purchaser shall have a right of action to recover from Seller an amount equal to the dollar amount of Seller's undisputed and liquidated liability. (4) Waiver. Waive such objections and take title to the Property subject to such objections. 6. REPRESENTATIONS OF SELLER. Seller hereby represents to Purchaser: (a) That Seller has the requisite power and authority to enter into this Purchase Agreement and the closing documents relating thereto to be signed by it; that the execution, delivery and performance by Seller of such documents does not conflict with or result in violation of any judgment, order or decree of any court to 185961v4 3 (A) Rights and claims of parties in possession; and (B) Mechanic's, contractor's and material liens and lien claims. (b) Purchaser shall have ten (10) days after receipt of the Commitment to deliver to Seller written objections to title based on marketability of the Property ("Objections") and Seller shall have until the Closing Date to have such Objections removed or satisfied, during which period the Closing Date shall be postponed, if necessary. If Seller fails or is unable to have such Objections removed within said time, Purchaser may, at its sole election, do any of the following: (1) Termination. Terminate this Agreement without any liability on its part in exchange for a quit claim deed for the Property. (2) Escrow for Cure. If the parties agree to an escrow, Seller shall escrow an amount sufficient to assure cure of the Objection(s). Any amount so escrowed will be placed in an escrow with title pending such cure. If such escrow is established, the parties agree to execute and deliver such documents as may be reasonably required by the Title Company, and Seller agrees to pay the charges of the Title Company to create and administer the escrow. (3) Purchaser Cure. To the extent an Objection can be satisfied by the payment of money, Purchaser shall have the right to pay the amount necessary to satisfy such Objection and the amount so applied shall be reimbursed to Purchaser by Seller or, to the extent the amount is less than the Purchase Price, deducted from the Purchase Price at the Closing, provided, that the amount due to the third -party claimant is an undisputed liquidated amount for which Seller's liability is undisputed. Notwithstanding the limitation, waiver, and relinquishment of remedies in Section 18, if Purchaser funds such a cure of monetary objection, and is not reimbursed at Closing by Seller, Purchaser shall have a right of action to recover from Seller an amount equal to the dollar amount of Seller's undisputed and liquidated liability. (4) Waiver. Waive such objections and take title to the Property subject to such objections. 6. REPRESENTATIONS OF SELLER. Seller hereby represents to Purchaser: (a) That Seller has the requisite power and authority to enter into this Purchase Agreement and the closing documents relating thereto to be signed by it; that the execution, delivery and performance by Seller of such documents does not conflict with or result in violation of any judgment, order or decree of any court to 185961v4 3 which Seller is a party; such documents are valid and binding obligations of Seller. (b) At Closing, there will be no existing claims, actions, suits or other proceedings pending, or to the knowledge of Seller, threatened by any governmental department or agency, or any other corporation, partnership or entity or person whomsoever against Seller or the Property, which in any manner or to any extent may detrimentally affect the Property or Purchaser's right, title or interest in and to any part or all of the Property after Closing. (c) Other than Seller, there are no other tenants or occupants of the Property. (d) On the Date of Closing there will be no (i) outstanding leases or occupancy agreements, or (ii) outstanding contracts made by Seller for any improvements to the Property which have not been fully paid for or for which Seller shall not have made arrangements to pay off at Closing, or that will affect the Property or be binding upon Purchaser or upon the Property subsequent to Closing without Purchaser's written consent; and Seller shall cause to be discharged all mechanic's or materialmen's liens arising from any labor or materials furnished to the Property that were made at the request of Seller, its agents, or contractors, prior to the Date of Closing and any mortgages or other such similar encumbrances. (e) Until the Date of Closing, except as otherwise provided in this Agreement, Seller shall maintain the land associated with the Property in its present condition, reasonable wear and tear and damage by casualty excepted. (f) Seller is not a foreign person; as such term is defined in Section 1445(f) (3) of the Internal Revenue Code of 1986, as amended, and shall deliver an affidavit to that effect at closing, which shall be in form and substance reasonably acceptable to Purchaser. (g) To Seller's knowledge, except as disclosed in the Phase I Environmental Site Assessment, dated November 5, 2015 and prepared by Professional Service Industries, Inc. ("Phase I Report"): (i) no toxic materials, hazardous wastes or hazardous substances, as such terms are defined in the Resource Conservation and Recovery Act of 1996, as amended (42 U.S.C. §6901, et se .) or in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601, et sec .), including, without limitation, any asbestos or asbestos-related products or materials and any oils, petroleum -derived compounds or pesticides ("Hazardous Materials") have been generated, treated, stored, released or disposed of or otherwise placed, deposited in or located on the Property; and (ii) the Property is free of Hazardous Materials and is not subject to any "superfund" type liens or claims by governmental regulatory agencies or third parties arising from the release or threatened release of hazardous substances in, on, or about the Property. Seller shall provide the Phase I Report to Purchaser immediately upon execution of this Agreement if not previously provided. 185961v4 4 (h) To Seller's knowledge, the conveyance of the Property pursuant hereto will not violate any currently existing applicable statute, ordinance, governmental restriction or regulation, or any private restriction or agreement to which Seller is a party. (i) To Seller's knowledge, there are no underground storage tanks on the Property. It is unknown to the Seller whether there are any wells on the Property. In the event the Purchaser determines, as part of its Investigation of the Property, that there is a well on the Property that must be sealed, then the Purchaser shall be responsible for the cost of sealing the well. (j) Seller represents that methamphetamine production has not occurred on the Property. (k) Solely for purposes of satisfying the requirements of Minn. Stat. § 115.5 5, Seller certifies that, to Seller's knowledge, there is no "individual sewage treatment system" (within the meaning of that statute) on or serving the Property. Seller certifies that sewage generated on the Property goes to a facility permitted by the Minnesota Pollution Control Agency. Except as herein expressly stated, Purchaser is purchasing the Property based upon its own investigation and inquiry and is not relying on any representation of Seller or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions of examination herein set forth and the express warranties herein contained. The representations set forth in this section shall be continuing and shall be true and correct as of the Date of Closing with the same force and effect as if made at that time and shall survive the Closing for a period of one (1) year. 7. REVIEW OF DOCUMENTS AND ACCESS TO PROPERTY. Within ten (10) business days of the execution of this Agreement, Seller agrees to provide Purchaser with all of the following documentation: (a) True and correct copies of all existing environmental assessment reports, soil reports and results of all soil tests and environmental assessments in Seller's possession; (b) Surveys, permits, licenses, leases, complete copies of all contracts currently affecting the Property which are in Seller's possession ("Other Agreements"), and notices received within the last 90 days from the city, state or other governmental authorities pertaining to uncured violations of any law, ordinance or regulation. Seller's obligation to provide the foregoing documentation shall continue for any such documentation that Seller receives following execution of this Agreement and prior to Closing. 185961v4 5 Seller acknowledges that Purchaser and Purchaser's agents shall have access to the Property without charge and at reasonable times for the purpose of Purchaser's survey, investigation and testing of the Property, which may include, but is not limited to a Phase II Environmental Study and appropriate soil borings ("Investigation"). Purchaser shall pay all costs and expenses of Investigation and Purchaser shall hold harmless and indemnify the Property and Seller, her heirs, successors and assigns, from and against any and all claims, suits, losses, liabilities, and expenses (including attorney's fees, expert's fees, and other expenses of litigation) on account of injury to or death of any persons (including Purchaser's) or damage to property or contamination of or adverse effects on the environment or liens against Seller or the Property, caused by Purchaser's entry onto the Property. Purchaser's obligations under this Section 7 shall survive the termination of this Agreement or the Closing. Purchaser shall repair and restore any damage to the Property caused by or occurring during Purchaser's Investigation and return the Property to substantially the same condition as existed prior to any Investigation. Purchaser shall have the right in its sole discretion to contact various public officials and administrators to verify information regarding the status of the Property and to determine that the Property is suitable for Purchaser's intended use. 8. PURCHASER'S CONTINGENCIES. The obligations of Purchaser under this Agreement are expressly contingent upon the following: (a) The representations of Seller contained in this Agreement must be true now and as of the Closing Date, as if made on the Closing Date and Seller shall have delivered to Purchaser on the Closing Date, a certificate, signed by Seller, certifying that such representations are true as of the Closing Date (the "Bring - down Certificate"), except to the extent that the representations are no longer true and acceptable to Purchaser. (b) Title to the Property shall be held by Seller on the Closing Date and shall be free and clear of all encumbrances except the Permitted Encumbrances. (c) Purchaser shall be satisfied, in its reasonable discretion, with the results of any Investigation conducted by Purchaser or Seller on the Property. (d) Seller, as owner of the Property, signs at Closing the voluntary waiver of all relocation assistance, services, payments and benefits as set forth in Minnesota Statute Section 117.521, as required under Section 4. (e) Seller performs all of the obligations required to be performed under this Agreement, as and when required by this Agreement, except as waived by Purchaser. (f) No suit, zoning change, governmental investigation or other proceeding challenging the transactions contemplated hereby, shall have been threatened or instituted. 185961A 6 If the contingencies set forth herein have not been satisfied or waived by Purchaser by the Closing Date, as otherwise extended, Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to Section 7. The contingencies set forth in this section are for the sole and exclusive benefit of Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to Seller, provided Purchaser abides by the time requirements set forth above. 9. CLOSING. The closing hereof shall take place on or before June 1, 2016, except as otherwise extended or terminated as provided under this Agreement (the "Closing" or "Date of Closing"). The Closing shall take place at the offices of the Title Company. At Closing, Seller and Purchaser shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purpose of completing state and federal tax forms. 10. SELLER'S OBLIGATIONS AT CLOSING. On or prior to the Date of Closing, Seller shall: (a) Execute, acknowledge and deliver to Purchaser the Deed to the Property conveying to Purchaser marketable fee simple title to the Property subject only to the Permitted Encumbrances. (b) Execute and/or deliver to Purchaser such other documents as may be required by this Agreement or as may be reasonably required by Title Company, including well disclosures and sewage treatment system disclosures. (c) Deliver to Purchaser a standard form affidavit by the 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 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. (d) Deliver to Purchaser a "bring -down" certificate, certifying that all of the representations made by Seller in this Agreement remain true as of the Date of Closing, subject to exceptions or events occurring subsequent to this Purchase Agreement that are acceptable to Purchaser. (e) Execute and deliver to Purchaser a waiver of relocation benefits as required under Section 4. 11. PURCHASER'S OBLIGATIONS AT CLOSING. At Closing and subject to the terms, conditions, and provisions hereof and the performance by Seller of her obligations as set forth above, Purchaser shall: (a) Deliver to Seller by wire transfer the Purchase Price, less any adjustments. 185961v4 7 (b) Execute and/or deliver to Seller such other documents as may be required by this Agreement or as may be reasonably required by Title Company. 12. CLOSING COSTS. The following costs and expenses shall be paid as follows in connection with the Closing: (a) Seller shall pay: (1) Seller's attorneys' fees; (2) The cost of recording the satisfaction of any existing mortgage and any other reasonable document(s) necessary to make title marketable; (3) State deed tax; (4) The cost of the issuance of the Title Commitment; and (5) One-half of the closing fee charged by the Title Company. (b) Purchaser shall pay the following costs in connection with the Closing: (1) The cost of the premium and endorsements issued pursuant to the Commitment; (2) Filing fee required to record the Deed and costs and filing fees for documents to be recorded that are not required to be paid by Seller; (3) Purchaser's attorneys' fees; (4) One-half of the closing fee charged by Title Company for the Closing; and (5) The cost of engineers or other consultants, if any, engaged by Purchaser regarding the Property. 13. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. (a) Current Year Taxes. Real estate taxes due and payable in and for the year of closing shall be prorated between Seller and Purchaser on a calendar year basis to the actual date of closing, adjusted on the settlement statement at closing, and unless otherwise provided in this Purchase Agreement, shall be paid at closing. (b) Homestead Classification. Seller represents that, as of the date of this Agreement, the property tax classification is homestead. (c) Deferred Real Estate Taxes. Seller shall pay on Date of Closing or provide for payment of any deferred real estate taxes (including "Green Acres" taxes under 185961v4 8 MM. STAT. §273.111) payment of which is required as a result of the closing of this sale and/or the recording/filing of the deed or contract -for -deed. (Seller's provision for payment shall be by payment into escrow of I1/2 times the estimated payoff amount of the deferred taxes.) (d) Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing shall be paid by Seller at closing. (e) Pending Special Assessments. Seller shall provide for payment of special assessments pending as of the date of this Purchase Agreement for improvements that have been ordered by the City Council or other governmental assessing authorities. (Seller's provision for payment shall be by payment into escrow of 11/2 times the estimated amount of the assessments.) As of the date of this Purchase Agreement, Seller represents that Seller has not received a Notice of Hearing of a new public improvement project from any governmental assessing authority, the costs of which project may be assessed against the real property. (f) Deferred Special Assessments. Seller shall pay on Date of Closing or provide for payment of special assessments payment of which is required as a result of the closing of this sale and/or the recording/filing of the deed or contract -for -deed. (Seller's provision for payment shall be by payment into escrow of 11/2 times the estimated payoff amount of the deferred special assessments.) (g) All Other Levied Special Assessments. Seller shall pay on Date of Closing all other special assessments levied as of the date of this Purchase Agreement. (h) Taxes and Special Assessments in the Year Following Closing. Purchaser shall pay real estate taxes due and payable in the year following closing and thereafter and any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided herein. Seller makes no representation concerning the amount of future real estate taxes or of future special assessments. 14. LIEN FOR MEDICAL ASSISTANCE. Seller indicates that the Property is subject to a lien for Medical Assistance or other public assistance. 15. LEAD PAINT DISCLOSURE. Seller represents that the dwellings WERE constructed on the real property before 1978. (If such housing is located on the real property, attached and made a part of this Purchase Agreement is "LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED BEFORE 1978".) 16. METHAMPHETINE DISCLOSURE. To the best of Seller's knowledge, methamphetamine production HAS NOT occurred on the Property. 17. POSSESSION. Seller shall deliver possession of the Property to Purchaser on the Date of Closing. Prior to Closing, Seller shall have removed all personal property from the 185961v4 9 Property. Prior to Closing, Seller may also remove fixtures located on the Property at Seller's sole cost and expense. Any possessions or property remaining on the Property after Closing may be considered by the Purchaser to have been abandoned. Purchaser may dispose of the possessions and personal property in the manner that Purchaser deems appropriate. Purchaser shall not be liable to Seller, her representatives, heirs or assigns for disposing of the possessions or property. 18. 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's sole remedy shall be termination of this Agreement, 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 may terminate this Agreement by giving written notice thereof to Seller, 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. 19. MISCELLANEOUS. The following general provisions govern this Agreement: (a) Time is of the Essence. The Date of Closing, as the same may be extended pursuant to the terms of this Agreement, is of the absolute essence. (b) Governing Law. This Agreement is made and executed under and in all respects is to be governed and construed under the laws of the State of Minnesota. (c) Notices. Any notice required to be given to Seller or Purchaser pursuant to this Agreement is given in accordance with this Agreement if it is in writing and if it is directed to Seller by delivering it personally, or if it is directed to Purchaser, by delivering it personally to the Executive Director of Purchaser, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized reputable overnight courier, property addressed as follows: Seller: Lucille Scheffler c/o Carrie Scheffler 4436 Jefferson St. NE Columbia Heights, MN 55421 With a copy to: Ryan L. Blumhoefer Schmitz, Ophaug, Dowd & Blumhoefer, LLP 220 Division St. S. Northfield, MN 55057 185961v4 10 Purchaser: City of Lakeville 20195 Holyoke Avenue Lakeville, MN 55044 With a copy to: Andrea McDowell Poehler Campbell Knutson, P.A. Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid, provided, however, that if notice is given by deposit, the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. (d) Purchaser's Waiver Rights. Purchaser may, at its option, waive any right conferred upon the Purchaser by this Agreement. Except as otherwise provided herein, such waiver may be made only by giving Seller written notice specifically describing the right waived. (e) Survival. Except as otherwise stated herein, all of the terms of this Agreement will survive and be enforceable for a period of one (1) year after the Closing. This one-year limitation shall not apply to the Purchaser's obligations under Section 7. (f) Amendment. This Agreement shall be amended only by a written instrument signed by Seller and Purchaser. (g) Brokerage. Each party hereby agrees to indemnify and hold the other harmless of any claim made by a broker or sales agent or similar party for a commission due or alleged to be due on this transaction on the basis of an agreement with said broker made by the indemnifying party. The Seller acknowledges that she has contracted with Cerron Properties as the Broker for the sale of the Property. The parties' obligations set forth in this section shall survive termination or consummation of this Agreement. (h) Assignment. Neither Seller nor Purchaser shall assign this Agreement or its rights hereunder without the express written consent of the other, which may be withheld by the other in its sole discretion. (i) Benefit. This Agreement shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and assigns (j) Construction. The captions and headings of the various sections of this Agreement are for convenience only and are not to be construed as defining or as 185961v4 11 limiting in any way the scope or intent of the provisions hereof. Wherever the context requires or permits, the singular shall include the plural, the plural shall include singular, and the masculine, feminine and neuter shall be freely interchangeable. (k) Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed and each such executed counterpart shall be deemed an original, but all such counterparts together shall constitute one in the same Agreement. (the remainder of this page intentionally left blank) (signature pages to follow) 185961v4 12 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 of which shall evidence but one agreement. SELLER: Lucille H. Scheffler S-1 185961v4 PURCHASER: CITY OF LAKEVILLE IM And: Charlene Friedges, City S-2 185961A EXHIBIT A Legal Description of Property Part of the Southeast Quarter of the Northwest Quarter (SE'/4 of NW 1/4) of Section Twenty- nine (29), Township One Hundred Fourteen (114), Range Twenty (20), lying Northeasterly of the Minneapolis, Northfield and Southern Railway Right of Way, described as follows: Commencing at a point at the intersection of the center line of the Dodd Road and State Trunk Highway No. 65 (formerly No. 50), thence South along the center line of the said Dodd Road One Hundred Sixty-four and seven tenths (164.7) feet to the Easterly line of the Minneapolis, Northfield and Southern Railway Right of Way; thence Southeasterly along the Northeasterly line of said Railway Right of Way Two Hundred Six (206) feet; thence in a Northeasterly direction Three Hundred Twenty-four (324) feet to the center line of State Trunk Highway No. 65 and a point Two Hundred and six tenths (200.6) feet East of the point of beginning; and thence Two Hundred and six tenths (200.6) feet West along the center line of said State Trunk Highway No. 65 to the point of beginning, excepting therefrom the East (E) Forty-five (45) feet of the North One Hundred Ten (I 10) feet, according to the Government Survey thereof. A-1 185961v4 EXHIBIT B Agreement Regarding Release, Payment and Assignment of Relocation Benefits THIS AGREEMENT REGARDING WAIVER AND ASSIGNMENT OF RELOCATION BENEFITS (this "Agreement") is made as of , 2016, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation ("Purchaser") and LUCILLE H. SCHEFFLER, a single person ("Seller"). RECITALS: Seller and Purchaser entered into a purchase agreement (the "Purchase Agreement") dated as of 2016, related to property located at , Lakeville, Minnesota. Seller has been advised of her rights and payments that Seller may be eligible to receive pursuant to the Uniform Relocation Assistance Act (the "Act"), including payments for Minimum Compensation under Minn. Stat. 117.87. Seller acknowledges she has sought and received the advice of legal counsel and has been specifically advised as to relocation, moving, reestablishment, and other costs that may be available to the Seller under the Act. Seller and Purchaser desire to enter into this Agreement to confirm their understanding of the Seller's release, sale and assignment of any claim for any relocation benefits and/or other relocation costs due or payable to Seller, whether pursuant to the Act or otherwise. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Effective as of the date hereof, Seller hereby acknowledges that the sale of the Property is a voluntary sale and not under threat of condemnation and the payment of the Purchase Price does not include payment for Relocation Benefits and Minimum Compensation Benefits and hereby releases Purchaser from any liability for payment of additional relocation payments pursuant to the Act (or other federal or state law provisions) with respect to the Property. 2. Effective as of the date hereof, Seller hereby sells, transfers and assigns to Purchaser any benefits, payments, claims, or other rights due or payable to Seller pursuant to the Act (or other federal or state law provisions) with respect to the Property. Seller acknowledges that she has freely waived such rights of her own volition. B-1 185961A 4. Seller acknowledges that she has waived such rights with full knowledge of the specific relocation benefits to which she would otherwise be entitled. 5. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 6. This Agreement shall be null and void if the Purchase Agreement shall terminate or if Closing under the Purchase Agreement shall fail to occur for any reason. IN WITNESS WHEREOF, this Waiver of Relocation Benefits Agreement has been executed by the parties hereto as of the day and year first above written. SELLER: Lucille H. Scheffler PURCHASER: CITY OF LAKEVILLE 8 II Matt Little, Mayor Charlene Friedges, City Clerk 185961v4 B_2