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HomeMy WebLinkAboutItem 06.l Date: Item No. PURCHASE AGREEMENTS WITH OLSON AND VILLELLA FOR THE ORCHARD LAKE CONSERVATION AREA Proposed Action Staff recommends adoption of the following motion: Move to approve purchase agreements with Ken Olson, and Harry and Merrilyn Villella for the purchase of land for the Orchard Lake Conservation Area. Overview The City and County propose to partner in the acquisition of land for the purpose of protecting upland and aquatic habitat and enhancing the water quality of Orchard Lake. City staff negotiated with Ken Olson to reach a mutually agreeable price of $31,650 for eighteen parcels totaling 5.17 acres. County staff negotiated with Harry and Merrilyn Villella to reach a mutually agreeable price of $14,000 for nine parcels totaling 1.80 acres. The 2016 Dakota County Estimated Market Value of all the parcels, totaling 6.87 acres, is $47,500. The parcels are located south of Orchard Lake, between 175th Street and Layton Path, and adjacent to existing City- owned parcels, unused dedicated right-of-way and State tax-forfeited parcels. The City is seeking transfer of the State tax-forfeited parcels in an effort to assemble and create a nearly 29-acre contiguous undeveloped area for natural resource management and passive recreational use. Primary Issues to Consider • The City and County will each be responsible for 50% of the property acquisition costs as established by a Joint Powers Agreement; the City’s estimated share is $25,825. The City’s proposed funding source is the Storm Sewer Fund. Supporting Information • Purchase Agreements Financial Impact: $ Budgeted: Y☒ N☐ Source: Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Access to a Multitude of Natural Amenities and Recreational Opportunities Notes: Additional funding provided by Dakota County Report Completed by: Zach Johnson, City Engineer October 17, 2016 25,825 Storm Sewer Fund Joint Powers Agreement (Contract No. C00 188518v1 CITY OF LAKEVILLE RESOLUTION NO. _____ 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 in the purchase agreement attached as Exhibit "A," under the terms of the proposed purchase agreement between Kenneth D. Olson ("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 and approves the Purchase Agreement; 2. Review by the Planning Commission of the acquisition of the Property is hereby dispensed with; and 3. The Mayor, City Administrator, 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 by the Lakeville City Council this _______ day of _____________, 2016 _______________________________ Matt Little, Mayor ______________________________ Charlene Friedges, City Clerk 188518v1 CITY OF LAKEVILLE RESOLUTION NO. _____ 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 in the purchase agreement attached as Exhibit "A," under the terms of the proposed purchase agreement between Harry R. Villella, Jr. and Merrilyn S. Villella ("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 and approves the Purchase Agreement; 2. Review by the Planning Commission of the acquisition of the Property is hereby dispensed with; and 3. The Mayor, City Administrator, 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 by the Lakeville City Council this _______ day of _____________, 2016 _______________________________ Matt Little, Mayor ______________________________ Charlene Friedges, City Clerk 188400v2 1 VACANT LAND PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on __________ day of ________________, 2016, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation, located at 20195 Holyoke Avenue, Lakeville, Minnesota, 55044 (“Buyer”), and KENNETH D. OLSON, a single person, residing at 8654 Aberdeen Trail, Northfield, Minnesota, 55057 (“Seller”). 2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real property located in the City of Lakeville, County of Dakota, State of Minnesota, legally described in Exhibit A attached hereto (referred to herein as the “Property”). 3. PRICE AND TERMS. The price for the real property included in this sale is Thirty- One Thousand Six Hundred Fifty and No/100 Dollars ($31,650.00) which shall be payable by Buyer to Seller in cash or certified funds in full on the Date of Closing. 4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Warranty Deed conveying marketable title of record, subject to: A. Reservations of minerals or mineral rights by the State of Minnesota, if any; B. Building and zoning laws, ordinances, state and federal regulations; and C. Any other matters consented to by Buyer in writing or not timely objected to by Buyer. 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Prior Years’ Delinquent Real Estate Taxes and Delinquent Special Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing. B. Real Estate Taxes Payable in the Year of Closing. Seller and Buyer shall prorate all general real estate taxes due and payable on or pertaining to the Property in the year in which the Date of Closing occurs on a per diem basis. If the Property is a portion of one tax parcel, the prorated taxes payable herein shall be determined on a proportionate square footage basis. Seller shall pay on or before the Date of Closing all levied and pending special assessments associated with the Property as of the date of this Agreement. Seller shall pay penalty, interest and costs on any delinquent installment of taxes and special assessments payable in the year of Closing. 188400v2 2 C. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes payable on the Property in the year of Closing shall be paid by Seller at Closing. D. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other special assessments levied against the Property as of the date of this Purchase Agreement. 6. SELLER’S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES. Seller warrants that buildings on adjoining real property, if any, are entirely outside of the boundary lines of the Property. Seller warrants that there has been no labor or material furnished to the Property for which payment has not been made. Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the Property. These warranties shall survive the delivery of the Deed. 7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer’s authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyer’s expense, surveys, measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore any resulting damage to the Property and to indemnify, hold harmless and defend Seller from any and all claims by third persons of any nature whatsoever arising from Buyer’s right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyer shall not perform any invasive testing of the Property without Seller’s prior written consent. Seller’s consent may be conditioned upon any restrictions that Seller deems necessary. 8. POSSESSION. Seller shall deliver possession of the Property not later than the actual Date of Closing. 9. TITLE INSURANCE BY SELLER. Within thirty (30) days of the date of this Agreement, Buyer shall be responsible for obtaining title evidence and reviewing title to the Property. Buyer shall be allowed thirty (30) business days after the receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. 10. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller’s intention to make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. 188400v2 3 If any objection is so made, Seller shall have ten (10) business days from receipt of Buyer’s written title objections to notify Buyer of Seller’s intention to make title marketable within one hundred twenty (120) days from Seller’s receipt of such written objection. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within ten (10) days after written notice to Buyer, the parties shall perform this Agreement according to its terms. If no such notice is given or if notice is given but title is not corrected within the time provided for, the Buyer (at Buyer's option) shall have the right to: (a) terminate this Agreement; or (b) cause the exception(s) to be removed and credit Buyer's cost to remove the exception(s) against the Purchase Price. 11. NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at Paragraph 1, above and if mailed, are effective as of the date of mailing. 12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 13. WELL DISCLOSURE. [Check one of the following:] X Seller certifies that Seller does not know of any wells on the Property. Wells on the Property are disclosed by Seller on the attached Well Disclosure form. 14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following:] X Seller certifies that Seller does not know of any individual on-site sewage treatment systems on the Property. Individual on-site sewage treatment systems on the Property are disclosed by Seller on the attached Disclosure form. 15. SELLER’S COVENANTS, REPRESENTATIONS AND WARRANTIES. A. Seller as part of the consideration therefore, represent, warrant, and covenant with Buyer and its successors and assigns that: (1) Seller warrants and represents to Buyer that, to Seller’s knowledge, without investigation, no entity or person has, at any time: a) "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 b) taken any action in "response" to a "release" in connection with the Property or adjacent tracts; or c) otherwise engaged in any activity or omitted to take any action which could subject Seller or Buyer to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute 188400v2 4 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. (2) Seller has the present full authority and power to execute this Agreement and, on or prior to the Date of Closing, Seller shall have the full authority and power to close the sale of the Property. B. All of Seller’s covenants, representations and warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of Buyer's obligations hereunder. If Buyer discovers that any such covenant, representation, or warranty is not true, Buyer may elect prior to Closing, in addition to any of its other rights and remedies, to cancel this Agreement, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. If Buyer elects to proceed with the Closing following such discovery, Buyer shall be deemed to have waived its rights to assert a claim against Sellers arising from the inaccuracy or untruthfulness of any such covenant, representation, or warranty. C. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below:] Sellers represents that Sellers do not know if there are historical, native American, or archeological materials on or in the Property that might be protected by law. X Sellers represent 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. Buyer’s obligation to close is contingent upon Buyer determining to Buyer’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. 16. CLOSING. The closing (the “Closing”) shall be at a location designated by Buyer. The Closing shall take place on or before October 28, 2016, or at such other time as agreed upon by the parties. Unless otherwise agreed by the parties in writing, in the event that any of the contingencies provided for in this Agreement are not satisfied prior to the Date of Closing, this Agreement shall be null and void and of no further force and effect. At closing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 188400v2 5 17. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively the "Closing Documents"): (1) Warranty Deed. A Warranty Deed in recordable form and reasonably satisfactory to Buyer, which shall include the following well representations: “Seller certifies that the Seller does not know of any wells on the described Property.” (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 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 Sellers are not a “foreign person” as defined in §1445(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 materially the same as were in existence on the date of this Agreement or noting any changes thereto; and (7) Other Documents. All other documents reasonably determined by either party and the title insurance company to be necessary to transfer and provide title insurance for the Property. B. At the Closing, Buyer shall execute and deliver to Seller the following: (1) All documents reasonably determined by either party or the title insurance company to be necessary to provide title insurance for the Property; (2) Payment of the Purchase Price. 188400v2 6 18. CLOSING COSTS. The following costs relating to the closing of this transaction shall be paid by Buyer: (1) Recording fee and conservation fee attributable to the Warranty Deed; (2) State Deed Tax; (3) Recording fees for all documents determined to be necessary to transfer marketable title to the Buyer; (4) All costs of obtaining a title insurance commitment; (5) The premium for owner’s title insurance, including survey coverage; and (6) The closing fee charged by the Title Company. 19. CONTINGENCIES AND ADDITIONAL TERMS. The obligations of Buyer under this Agreement are expressly contingent upon the following: A. Approval by the Lakeville City Council and Dakota County Board of the acquisition of the Property. B. Review and approval of an Environmental Assessment to be performed by Dakota County. If the contingencies set forth herein have not been satisfied or waived by Buyer by the Closing Date, as otherwise extended, this Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Buyer’s indemnity obligations pursuant to Section 7. The contingencies set forth in this section are for the sole and exclusive benefit of Buyer, and Buyer shall have the right to waive the contingencies by giving notice to Seller, provided Buyer abides by the time requirements set forth above. 20. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 21. MULTIPLE ORIGINALS. Sellers and Buyer have signed two (2) originals of this Purchase Agreement. [Remainder of page intentionally left blank] [Signature pages to follow] 188400v2 7 The City agrees to buy the Property for the price and terms and conditions set forth above. BUYER: CITY OF LAKEVILLE By:____________________________ Matt Little, Its Mayor And:___________________________ Charlene Friedges, City Clerk 188400v2 8 The Seller agrees to sell the Property for the price and terms and conditions set forth above. SELLER: ____________________________ Kenneth D. Olson 188400v2 9 EXHIBIT A Legal Description of Property Lots Eight (8), Nine (9), Fourteen (14), Fifteen (15), Sixteen (16), and Seventeen (17), Block Seven (7); Lots Seven (7) to Twenty one (21) inclusive, Block Eight (8); Lots One (1), Two (2), Three (3), Nine (9), Ten (10) and Eleven (11), Block Ten (10); Lots Ten (10) to Thirteen (13) inclusive, Twenty (20), Twenty one (21), Twenty two (22) and Twenty five (25), Block Eleven (11); Lots Four (4) to Sixteen (16) inclusive, Block Twelve (12); Lots Five (5) to Nine (9) inclusive and Lot Thirteen (13), Block Thirteen (13); Together with the portions of vacated Canal Street accruing to Lots 8 and 9 of Block 7; all in Lyndale Lakes Club 2nd Addition, Dakota County, Minn., according to the map or plat thereof on file and of record in the office of the Register of Deeds within and for said County and State; 188939v3 1 VACANT LAND PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on __________ day of ________________, 2016, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation, located at 20195 Holyoke Avenue, Lakeville, Minnesota, 55044 (“Buyer”), and HARRY R. VILLELLA, JR. AND MERRILYN S. VILLELLA, husband and wife, residing at 1910 Walnut Avenue, St. Paul, Minnesota 55113 (“Sellers”). 2. OFFER/ACCEPTANCE. Buyer offers to purchase and Sellers agree to sell real property located in the City of Lakeville, County of Dakota, State of Minnesota, legally described in Exhibit A attached hereto (referred to herein as the “Property”). 3. PRICE AND TERMS. The price for the real property included in this sale is Fourteen Thousand and No/100 Dollars ($14,000.00) which shall be payable by Buyer to Sellers in cash or certified funds in full on the Date of Closing. 4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Sellers shall execute and deliver a Warranty Deed conveying marketable title of record, subject to: A. Reservations of minerals or mineral rights by the State of Minnesota, if any; B. Building and zoning laws, ordinances, state and federal regulations; and C. Any other matters consented to by Buyer in writing or not timely objected to by Buyer. 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Prior Years’ Delinquent Real Estate Taxes and Delinquent Special Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Sellers not later than the Date of Closing. B. Real Estate Taxes Payable in the Year of Closing. Sellers and Buyer shall prorate all general real estate taxes due and payable on or pertaining to the Property in the year in which the Date of Closing occurs on a per diem basis. If the Property is a portion of one tax parcel, the prorated taxes payable herein shall be determined on a proportionate square footage basis. Sellers shall pay on or before the Date of Closing all levied and pending special assessments associated with the Property as of the date of this Agreement. Sellers shall pay penalty, interest and costs on any delinquent installment of taxes and special assessments payable in the year of Closing. 188939v3 2 C. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes payable on the Property in the year of Closing shall be paid by Sellers at Closing. D. All Other Levied Special Assessments. Sellers shall pay on the Date of Closing all other special assessments levied against the Property as of the date of this Purchase Agreement. 6. SELLERS’ BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES. Sellers warrant that buildings on adjoining real property, if any, are entirely outside of the boundary lines of the Property. Sellers warrant that there has been no labor or material furnished to the Property for which payment has not been made. Sellers warrant that there are no present violations of any restrictions relating to the use or improvement of the Property. These warranties shall survive the delivery of the Deed. 7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Sellers, Buyer and Buyer’s authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyer’s expense, surveys, measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore any resulting damage to the Property and to indemnify, hold harmless and defend Sellers from any and all claims by third persons of any nature whatsoever arising from Buyer’s right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyer shall not perform any invasive testing of the Property without Sellers’ prior written consent. Sellers’ consent may be conditioned upon any restrictions that Sellers deem necessary. 8. POSSESSION. Sellers shall deliver possession of the Property not later than the actual Date of Closing. 9. TITLE INSURANCE BY SELLERS. Within thirty (30) days of the date of this Agreement, Buyer shall be responsible for obtaining title evidence and reviewing title to the Property. Buyer shall be allowed thirty (30) business days after the receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. 10. TITLE CORRECTIONS AND REMEDIES. Sellers shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Sellers shall, within ten (10) business days, notify Buyer of Sellers’ intention to make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Sellers shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. 188939v3 3 If any objection is so made, Sellers shall have ten (10) business days from receipt of Buyer’s written title objections to notify Buyer of Sellers’ intention to make title marketable within one hundred twenty (120) days from Sellers’ receipt of such written objection. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within ten (10) days after written notice to Buyer, the parties shall perform this Agreement according to its terms. If no such notice is given or if notice is given but title is not corrected within the time provided for, the Buyer (at Buyer's option) shall have the right to: (a) terminate this Agreement; or (b) cause the exception(s) to be removed and credit Buyer's cost to remove the exception(s) against the Purchase Price. 11. NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at Paragraph 1, above and if mailed, are effective as of the date of mailing. 12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 13. WELL DISCLOSURE. [Check one of the following:] X Sellers certify that Sellers do not know of any wells on the Property. Wells on the Property are disclosed by Sellers on the attached Well Disclosure form. 14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following:] X Sellers certify that Sellers do not know of any individual on-site sewage treatment systems on the Property. Individual on-site sewage treatment systems on the Property are disclosed by Sellers on the attached Disclosure form. 15. SELLERS’ COVENANTS, REPRESENTATIONS AND WARRANTIES. A. Sellers as part of the consideration therefore, represent, warrant, and covenant with Buyer and its successors and assigns that: (1) Sellers warrant and represent to Buyer that, to Sellers’ knowledge, without investigation, no entity or person has, at any time: a) "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 b) taken any action in "response" to a "release" in connection with the Property or adjacent tracts; or c) otherwise engaged in any activity or omitted to take any action which could subject Sellers or Buyer to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute 188939v3 4 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. (2) Sellers have the present full authority and power to execute this Agreement and, on or prior to the Date of Closing, Sellers shall have the full authority and power to close the sale of the Property. B. All of Sellers’ covenants, representations and warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of Buyer's obligations hereunder. If Buyer discovers that any such covenant, representation, or warranty is not true, Buyer may elect prior to Closing, in addition to any of its other rights and remedies, to cancel this Agreement, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. If Buyer elects to proceed with the Closing following such discovery, Buyer shall be deemed to have waived its rights to assert a claim against Sellers arising from the inaccuracy or untruthfulness of any such covenant, representation, or warranty. C. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below:] Sellers represent that Sellers do not know if there are historical, native American, or archeological materials on or in the Property that might be protected by law. X Sellers represent to the best of Sellers’ 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. Buyer’s obligation to close is contingent upon Buyer determining to Buyer’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. 16. CLOSING. The closing (the “Closing”) shall be at a location designated by Buyer. The Closing shall take place on or before October 28, 2016, or at such other time as agreed upon by the parties. Unless otherwise agreed by the parties in writing, in the event that any of the contingencies provided for in this Agreement are not satisfied prior to the Date of Closing, this Agreement shall be null and void and of no further force and effect. At closing, Sellers and Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 188939v3 5 17. CLOSING DOCUMENTS. A. At the Closing, Sellers shall execute and/or deliver to Buyer the following (collectively the "Closing Documents"): (1) Warranty Deed. A Warranty Deed in recordable form and reasonably satisfactory to Buyer, which shall include the following well representations: “Sellers certify that the Sellers do not know of any wells on the described Property.” (2) Sellers’ Affidavit. A standard form affidavit by Sellers indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Sellers 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. (3) Non-Foreign Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Sellers, containing such information as shall be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Sellers are not a “foreign person” as defined in §1445(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 Sellers are materially the same as were in existence on the date of this Agreement or noting any changes thereto; and (7) Other Documents. All other documents reasonably determined by either party and the title insurance company to be necessary to transfer and provide title insurance for the Property. B. At the Closing, Buyer shall execute and deliver to Sellers the following: (1) All documents reasonably determined by either party or the title insurance company to be necessary to provide title insurance for the Property; (2) Payment of the Purchase Price. 188939v3 6 18. CLOSING COSTS. The following costs relating to the closing of this transaction shall be paid by Buyer: (1) Recording fee and conservation fee attributable to the Warranty Deed; (2) State Deed Tax; (3) Recording fees for all documents determined to be necessary to transfer marketable title to the Buyer; (4) All costs of obtaining a title insurance commitment; (5) The premium for owner’s title insurance, including survey coverage; and (6) The closing fee charged by the Title Company. 19. CONTINGENCIES AND ADDITIONAL TERMS. The obligations of Buyer under this Agreement are expressly contingent upon the following: A. Approval by the Lakeville City Council and Dakota County Board of the acquisition of the Property. B. Review and approval of an Environmental Assessment to be performed by Dakota County. If the contingencies set forth herein have not been satisfied or waived by Buyer by the Closing Date, as otherwise extended, this Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Buyer’s indemnity obligations pursuant to Section 7. The contingencies set forth in this section are for the sole and exclusive benefit of Buyer, and Buyer shall have the right to waive the contingencies by giving notice to Seller, provided Buyer abides by the time requirements set forth above. 20. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 21. MULTIPLE ORIGINALS. Sellers and Buyer have signed two (2) originals of this Purchase Agreement. [Remainder of page intentionally left blank] [Signature pages to follow] 188939v3 7 The City agrees to buy the Property for the price and terms and conditions set forth above. BUYER: CITY OF LAKEVILLE By:____________________________ Matt Little, Its Mayor And:___________________________ Charlene Friedges, City Clerk 188939v3 8 The Sellers agree to sell the Property for the price and terms and conditions set forth above. SELLERS: Harry R. Villella, Jr. Merrilyn S. Villella 188939v3 9 EXHIBIT A Legal Description of Property Lots 1, 2, 3, 23, 24, and 26, Block 11; Lots 11, 12, 13, 18, 19, 20, and 21, Block 7; and Lots 1, 2, 3, 14, 15, and 16, Block 9; all in Lyndale Lakes Club 2nd Addition, according to the recorded plat thereof, on file and of record with the Dakota County Recorder, Dakota County, Minnesota. (Abstract Property)