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Contract No. C00_____
JOINT POWERS AGREEMENT
BETWEEN
DAKOTA COUNTY
AND THE
CITY OF LAKEVILLE
FOR
PROPERTY ACQUISITION
AND
NATURAL RESOURCE MANAGEMENT
FOR THE
ORCHARD LAKE CONSERVATION AREA
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This Joint Powers Agreement (referred to as the “Agreement”), made and entered into
by and between the County of Dakota, (referred to in this Agreement as the “County");
and the City of Lakeville, (referred to in this Agreement as the “City"); and witnesses the
following:
WHEREAS, under Minnesota Statutes Sections 162.17, subd. 1 and 471.59, subd. 1,
two or more governmental units may enter into an agreement to cooperatively exercise
any power common to the contracting parties, and one of the participating governmental
units may exercise its powers on behalf of the other governmental units; and
WHEREAS, the Lyndale Lakes Club 2nd Addition Plat (referred to in this Agreement as
the “Plat”) includes undeveloped wetlands and uplands between 175th Street, Layton
Path and Kettering Trail south of Orchard Lake in the City; and
WHEREAS, the State of Minnesota (referred to in this Agreement as the “State”) owns
twenty-three individual tax-forfeited parcels within the Plat, as generally depicted in the
attached Exhibit A; and
WHEREAS, the City is seeking transfer of the twenty-three tax-forfeited parcels from the
State to the City, as generally depicted in the attached Exhibit A; and
WHEREAS the City and County previously en tered into a Joint Powers Agreement for
the purpose of acquiring twenty-seven individual, undeveloped parcels located within
the Plat; consolidating existing City-owned parcels, unused right-of-way, and the tax-
forfeited parcels to establish the Orchard L ake Conservation Area (Conservation Area);
and to jointly develop a natural resource management plan (NRMP) for the
Conservation Area; and
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WHEREAS, the City also owns separate tax parcels and unused dedicated right-of-way
within the Conservation Area; and
WHEREAS, Jerald A. Johnson, 212 4th Avenue, Keystone, IA 52249 (referred to in this
Agreement as “Johnson”), owns a 0.19-acre undeveloped parcel within the Plat
adjacent to Conservation Area and is willing to sell the parcel for the $1,100estimated
market value.
NOW, THEREFORE, it is agreed that the City and County will jointly participate in the
acquisition of the undeveloped Johnson parcel as an addition to the Conservation Area
as described by the following sections:
1. Acquisition of the Johnson Parcel
The City will draft and execute a purchase agreement with Johnson that includes
the following components:
A. Parcel Acquisition:
The City will acquire 0.19 acres (parcel identification number 224690108060)
from Johnson:
B. Purchase Price
The negotiated purchase price for the Johnson parcel is the current $1,100
estimated market value.
C. Due Diligence
Pursuant to the City’s request, the County completed an Environmental
Assessment of the Johnson parcel and shared the results with the City.
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D. Cost Share
The City will provide up to $1,100 and the County will provide up to $1,300 for
acquisition of the Johnson parcel, including title work, legal fees and
settlement costs.
2. Natural Resource Management
The County and City will include the Johnson parcel in the jointly developed
NRMP for the Conservation Area, as generally depicted in the attached Exhibit B,
following acquisition of the Johnson parcel by the City and the transfer of existing
State tax-forfeited parcels to the City.
A. A preliminary NRMP in template form, with the following information will be
provided by the County: Executive Summary (partial); purpose of the NRMP;
landscape context; historic and existing land use; adjacent land use; rare
features; physical conditions (geology, aquifer sensitivity, soils, topography,
and hydrology); vegetation (historic and ecological communities); land
management (general restoration process and goals); and wildlife (historic).
B. The City will provide the following information to the County for review and
inclusion in the preliminary NRMP: a plant community assessment of the
Conservation Area using land cover mapping and site visits; description of
existing noxious and/or invasive species; recommended vegetation
community targets; natural resource management priorities; estimated costs;
information on existing wildlife; and completion of the Executive Summary.
C. The City and the County will jointly approve a final NRMP. The final NRMP
will include a five–year, natural resource management work plan that will be
the basis for a future agreement between the City and the County for
implementing the NRMP.
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3. Agreement and Restrictive Covenant
The City and the County agree that each will execute, and the City agrees that it
will cause to be recorded at its own expense contemporaneous with the
acquisition of the Johnson parcel, an agreement and restrictive covenant for
each parcel within the Conservation Area in which an interest is acquired in
whole or in part using County funds or County reimbursement of funds. It is the
purpose of the agreement and restrictive covenant to limit the right of the City to
convey or encumber land within the Conservation Area acquired with County
funds without the consent of the County and to ensure that the lands are
maintained in compliance with the NRMP and devoted to conservation and
passive recreational use by the public. The reimbursement of funds by the
County to the City, as described in Paragraph 4, is contingent on the County first
receiving a copy of the recorded agreement, restrictive covenant and deed for
the subject parcel.
4. Payment
The City will act as the paying agent for the costs of acquiring the Johnson
parcel. The City, in turn, will invoice the County for the County’s share of the
costs. Upon presentation of an itemized claim by the City to the County, together
with a copy of the recorded agreement, restrictive covenant and deed for the
subject parcels by the City to the County, the County shall reimburse the City for
its share of the costs incurred under this Agreement within 45 days from the
presentation of the claim, subject to the availability of funds in the Land
Conservation Capital Improvement Program budget. If any portion of an itemized
claim is questioned by the County, the remainder of the claim shall be promptly
paid, and accompanied by a written explanation of the amo unts in question.
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Payment of any amounts in dispute will be made following good faith negotiation
and documentation of actual costs incurred in carrying out the work.
5. Acknowledgement
The City shall appropriately acknowledge the funding assistance provided by the
County pursuant to this Agreement in any promotional materials, signage,
reports, publications, notices, and presentations concerning the Conservation
Area.
6. Authorized Representatives
The following named persons are designated the authorized representatives of
the parties for purposes of this Agreement. These persons have authority to
administer this Agreement, except that the authorized representative shall have
only the authority specifically or generally granted by their respective governing
board or council. Notice required to be provided pursuant to this Agreement shall
be provided to the following named persons and addresses unless otherwise
stated in this Agreement, or in a modification of this Agreement:
TO THE COUNTY: Steven C. Mielke, Director
Dakota County Physical Development Division
14955 Galaxie Avenue
Apple Valley, MN 55124
TO THE CITY: Justin Miller, City Administrator
City of Lakeville
20195 Holyoke Avenue
Lakeville, MN 55044
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7. Amendments
Any amendments to this Agreement will be effective only after approval by both
governing bodies and execution of a written amendment document by duly
authorized officials of each governing body.
8. Termination
Either party may terminate this Agreement by giving thirty (30) days written
notice of its intent to terminate to the other party. Notice of Termination shall be
made by certified mail or personal delivery to the authorized representative of the
other party. Termination of this Agreement shall not discharge any liability,
responsibility or right of any party, which arises from the performance of or failure
to adequately perform the terms of this Agreement prior to the effecti ve date of
termination, including the obligation to share costs agreed to prior to the effective
date of termination.
9. Effective Date
This Agreement will be effective upon execution by duly authorized officials of
each governing body and shall continue in effect until all work to be carried out in
accordance with this Agreement has been completed.
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10. Indemnification
The County agrees to defend, indemnify, and hold harmless the City against any
and all claims, liability, loss, damage, or expense arising under the provisions of
this Agreement and caused by or resulting from negligent acts or omissions of
the County and/or those of County employees or agents. The City agrees to
defend, indemnify, and hold harmless the County against any and all claims,
liability, loss, damage, or expense arising under the provisions of this Agreement
for which the City is responsible and caused by or resulting from negligent acts or
omissions of the City and/or those of City employees or agents, if applicable. All
parties to this Agreement recognize that liability for any claims arising under this
Agreement are subject to the provisions of the Minnesota Municipal Tort Claims
Law; Minnesota Statutes, Chapter 466. In the even t of any claims or actions filed
against either party, nothing in this Agreement shall be construed to allow a
claimant to obtain separate judgments or separate liability caps from the
individual parties.
11. Independent Contractor Status
Nothing in this Agreement is intended to or should be construed as creating the
relationship of a partnership, joint venture or employer-employee relationship
between the parties. Officers, employees or agents of one party shall not be
considered officers, employers or agents of the other party, in connection with
activities performed pursuant to this Agreement.
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12. Audits
Pursuant to Minnesota Statutes Sec 16 C. 05, Subd. 5, any books, records,
documents, and accounting procedures and practices of the City and the County
relevant to the Agreement are subject to examination by the County or the City
and either the Legislative Auditor or the State Auditor as appropriate. The City
and County agree to maintain these records for a period of six years from the
date of performance of all services covered under this Agreement.
13. Integration and Continuing Effect
The entire and integrated agreement of the parties contained in this Agreement
shall supersede all prior negotiations, representations or agreements between
the City and the County regarding the property acquisitions and natural resource
management; whether written or oral.
IN WITNESS THEREOF, the parties have caused this Agreement to be executed by
their duly authorized officials.
CITY OF LAKEVILLE
RECOMMENDED FOR APPROVAL:
By
Justin Miller, City Administrator Douglas P. Anderson, Mayor
Date
(SEAL)
By
City Clerk
Date
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COUNTY OF DAKOTA
Steven C. Mielke, Director
Physical Development Division
Date
APPROVED AS TO FORM:
Assistant County Attorney
KS-17-___ JPA Lakeville Orchard Lake Conservation Area 5-03-17
Approved by County Board
Resolution No. 17-____
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Exhibit B
191856v1
191846v1 1
VACANT LAND
PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on __________ day of
________________, 2017, by and between the CITY OF LAKEVILLE, a Minnesota municipal
corporation, located at 20195 Holyoke Avenue, Lakeville, Minnesota, 55044 (“Buyer”), and
JERALD A. JOHNSON, a single person, residing at 212 4th Avenue, Keystone, IA 52249
(“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 One
Thousand One Hundred and No/100 Dollars ($1,100.00) 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 Purchase Agreement. Seller shall pay penalty, interest and
costs on any delinquent installment of taxes and special assessments payable in
the year of Closing.
EXHIBIT "A"
191846v1 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 Purchase 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 BUYER. Within thirty (30) days of the date of this Purchase
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 sixty (60) days from
receipt of Bu yer'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 sixty (60) 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.
191846v1 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 sixty
(60) 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 pe rform this Purchase 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 Purchase 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
191846v1 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 Purchase
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 Purchase
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 Purchase 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 June 30, 2017, 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 Purchase Agreement are not satisfied prior to the Date of
Closing, this Purchase 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.
191846v1 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 Purchase 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.
191846v1 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 Purchase Agreement are expressly contingent upon the following:
A. Approval by the Lakeville City Council 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 Purchase 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]
191846v1 7
The City agrees to buy the Property for the price and terms and conditions set forth above.
BUYER:
CITY OF LAKEVILLE
By: ____________________________
Douglas P. Anderson, Mayor
And: ___________________________
Charlene Friedges, City Clerk
191846v1 9
EXHIBIT A
Legal Description of Property
Lots Five (5) and Six (6) in Block Eight (8) of Lyndale Lakes Club 2nd Addition, Dakota County,
Minn. according to the plat thereof on file and of record in the office of the Register of Deeds
within and for said County and State.
[PID 22-46901-08-060]