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HomeMy WebLinkAbout21-059CITY OF LAKEVILLE DAKOTA COUNTY, MINNESOTA RESOLUTION NO. 21-59 RESOLUTION APPROVING THE CONVEYANCE OF REAL PROPERTY AND DISPENSING WITH STATUTORY REQUIREMENTS FOR REVIEW BY PLANNING COMMISSION OF DISPOSAL OF PROPERTY WHEREAS, the City Council approved a listing agreement with Cerron Commercial Properties to market City owned outlot consisting of 2.25 acres and located near Ames Arena; WHEREAS, Hypointe Childcare, LLC submitted an offer to purchase the property, which will include an additional .25 acres of abutting property owned by the City and which the City intends to plat as Lot 1, Block 1, Kenwood Trail Business Park 2nd Addition ("Property"); WHEREAS, the City is proposing to convey the Property which is legally described in the purchase agreement attached as Exhibit "A," under the terms of the proposed purchase agreement between Hypointe Childcare, LLC, a Minnesota limited liability company ("Purchaser") and the City of Lakeville ("Purchase Agreement") for development purposes; 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 disposition 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 conveyance 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 pursuant to the terms of the Purchase Agreement. 1 215325v1 ADOPTED this 170` day of May 2021 by a 2/3 vote of the City Council of the City of Lakeville. CITY OF LAKEVILLE �• derson,Mayor ATT ST: Charlene Friedges, City k 2 215325v1 PURCHASE AGREEMENT This Purchase Agreement (Agreement) is made and entered into this day of May, 2021, (the "Effective Date") by and between City of Lakeville, a Minnesota municipal corporation ("Seller") and Hypointe Child Care, LLC, a Minnesota Limited Liability Company or Assigns ("Buyer"). WHEREAS, the Seller is the fee owner of property located in the City of Lakeville with Property Identification Numbers 22-44371-01-010 and 22-41660-00-070, as legally described in Exhibit A attached hereto ("Seller Property"); and WHEREAS, it is the intent of Seller that a portion of the Seller Property together with a portion of the abutting right of way platted as 1 st Street in Antlers Park, Dakota County, Minnesota, be platted prior to Closing (defined herein) as Kenwood Trail Business Park 2nd Addition into one outlot to be legally described as Outlot A, Kenwood Trail Business Park 2nd Addition to be owned by the City ("City Outlot") and one lot to be legally described as Lot 1, Block 1, Kenwood Trail Business Park 2nd, which Lot is generally depicted in Exhibit B attached hereto ("Subject Property"); and WHEREAS, the Buyer and the seller desire to enter into this Purchase Agreement for the sale of the Subject Property from Seller to Buyer. NOW, THEREFORE, the Buyer and Seller agree as follows: 1. Sale of Property: Buyer agrees to buy and Seller agrees to sell that portion of the Seller Property to be platted as the Subject Property. The parties acknowledge that the Subject Property contains approximately 2.52 acres, or approximately 109,771.2 square feet of land, but that the legal description of the Subject Property shall be verified by the Survey and the Title Company (both as hereinafter defined) on or before Closing. 2. Purchase Price: Seller agrees to sell and Buyer agrees to buy the Subject Property for the sum of One Million Fifty Thousand and 00/100 Dollars ($1,050,000.00) ("Purchase Price"). Subject to the terms of this Agreement, Buyer agrees to pay the Purchase Price in the following manner: a. Earnest Money of $25,000.00 ("Earnest Money") upon execution by Buyer and Seller of this Agreement, which Earnest Money shall be deposited into escrow with DCA Title, 7373 147th Street West, Suite 161, Apple Valley, MN 55124 ("Title Company"); and b. $1,025,000.00 or remaining balance, subject to prorations and adjustments set forth herein, in cash, certified funds, or by wire transfer to the Title Company on the Date of Closing. 3. Date of Closing: The Date of Closing (the "Closing") shall be no later than ten (10) days after the Contingency Date. The Closing shall occur at the office of the Title Company. 4. Deed/Marketable Title: Upon performance by Buyer, Seller shall deliver a Limited Warranty Deed, conveying marketable title to the Subject Property, subject to: a. building and zoning laws, ordinances, state and federal regulations; 215187v2 b. restrictions relating to use or improvement of the Subject Property that do not affect Buyer's intended use; C. utility and drainage easements that do not interfere with Buyer's intended improvement and use; d. reservation of minerals or mineral rights to the State of Minnesota; e. the plat of Kenwood Trail Business Park 2nd Addition; and f. the Permitted Exceptions determined pursuant to Section 5 below. 5. Title and Examination: a. Seller, at Seller's sole cost and expense, shall provide Buyer with a current title insurance commitment, ALTA Form B (the "Title Commitment"), issued by the Title Company within thirty (30) days after the date of this Agreement. The Title Commitment shall include copies of all documents referenced on Schedule B, and a deferred, pending and levied special assessment search. At Closing, upon Buyer's request, the Title Company shall delete all standard exceptions to the Title Commitment, delete the "gap" period and make the title insurance effective as of the Closing and issue all zoning, access, and other standard endorsements, as Buyer requests, at Buyer's sole expense. Seller shall pay all costs for issuing the initial Title Commitment. Buyer shall pay the premiums for any owner's policy, lender's policy, and endorsements requested by Buyer, if any. All other costs related to title insurance and the Closing shall be paid pursuant to Paragraph 13 herein. b. The title examination period shall commence upon Buyer's receipt of the Title Commitment. Buyer shall be allowed ten (10) days after the receipt of the Title Commitment, for examination of title matters and making any objections thereto. Those objections, if any, shall be made in writing or deemed waived, and all matters set forth in the Title Commitment not timely objected to shall be deemed included in the "Permitted Exceptions". If any objection(s) are made, Seller shall have the right, but not the obligation to cure such objections. Seller shall have fifteen (15) days from receipt of Buyer's written title objections ("Election Period") to notify Buyer whether Seller elects to cure such objections, and if Seller notifies Buyer of Seller's election to cure ("Cure Notice"), then Seller shall have sixty (60) days from Seller's receipt of Buyer's written objection ("Cure Period") to cure such objections. If Seller's Cure Notice is given, payments required hereunder shall be postponed pending correction of title, but upon correction of title and after written notice to Buyer, the parties shall perform this Agreement according to its terms. If no Cure Notice is given or if Cure Notice is given but title is not corrected within the Cure Period, this Agreement may be terminated at the option of Buyer, by written notice to Seller not later than (i) five (5) business days after the expiration of the Election Period if Seller does not issue the Cure Notice, or (ii) five (5) business days after expiration of the Cure Period, as applicable. In the event that Buyer cancels this Agreement because of uncorrected title matters, all earnest money shall be refunded to Buyer, and Buyer and Seller agree to sign a Cancellation of Purchase Agreement. If Seller delivers a Cure Notice, then Seller agrees to use all commercially reasonable efforts to cure the applicable title objections notified by Buyer.. C. Buyer's obligation to purchase the Subject Property is contingent upon Buyer being able to obtain at Closing a title policy or a suitably marked up commitment signed by the Title Company 215187v2 undertaking to issue such a policy with coverage limits equal to the Purchase Price showing Buyer in fee title to Subject Property, subject only to the Permitted Exceptions with (i) extended coverage and all general or standard exceptions (including exceptions for parties in possession, unrecorded instruments, survey matters and mechanics liens) deleted, (ii) a zoning endorsement (ALTA Form 3.1) insuring that the intended use will comply with applicable zoning laws, (iii) an endorsement to insure that all of the parcels comprising the Subject Property are contiguous (if the Subject Property is comprised of more than one parcel) and that the Subject Property is contiguous to any property containing easements appurtenant thereto, (iv) a location endorsement, (v) a specific access endorsement, and (vi) an endorsement to insure that the Subject Property complies with all existing covenants, conditions, restrictions and easements of record and that the instruments creating any such matters do not contain any forfeiture of title or right of re-entry provisions, with all of such endorsements being in form and substance satisfactory to Buyer; provided, however, Buyer shall be responsible for the cost of all such endorsements. Buyer may elect to waive the requirement for any of the foregoing endorsements or require additional endorsements in Buyer's sole discretion, provided that Buyer shall bear the cost of any endorsements actually requested by Buyer. 6. Possession: Seller shall deliver possession of the Subject Property no later than the Date of Closing. 7. Real Estate Taxes: There are currently no real estate taxes on the Subject Property. Buyer shall pay all real estate taxes and installments of special assessments due and payable in the years after the year of Closing. 8. Seller's Representations and Warranties: Seller represents and warrants to Buyer as of the Effective Date of this Agreement, and again as of the Date of Closing (to the extent true), that: a. There has been no labor or materials of any kind furnished to or for the benefit of the Subject Property for which payment in full has not been made. b. Seller has received no notice of and has no knowledge of any pending or proposed special assessments affecting the Subject Property or any proposed or pending public improvements which may give rise to any special or area assessments affecting the Subject Property. C. Seller has received no notice of and has no knowledge of any pending or threatened condemnation or transfer in lieu thereof affecting any portion of the Subject Property. d. To the best of Seller's knowledge, the Subject Property has access to and from a public right of way, and Seller has received no notice of and has no knowledge of any pending or threatened action which would in any way limit or otherwise impair such access. e. Seller has received no notice of and has no knowledge that the Subject Property or its use or uses are in violation of applicable law or any applicable private restriction. f. Seller has received no notice of and has no knowledge of any action, litigation, investigation or proceeding of any kind pending or threatened against Seller or the Subject Property, and Seller knows of no facts which could give rise to any such action, litigation, investigation or proceeding. 21s187v2 g. Seller has no actual knowledge that a "well" (as defined in Minnesota Statutes Section 103I.005, subd. 21) is located on the Subject Property. h. Seller has no actual knowledge of an "individual sewage treatment system" (as defined in Minnesota Statutes Section 115.5 5, subd. 1(g)) located on the Subject Property. i. Seller has not entered into any other contracts for the sale of the Subject Property nor are there any rights of first refusal or options to purchase the Subject Property or any other rights of others that might prevent the consummation of this Agreement. j. There are no leases, oral or written affecting the Subject Property nor any other right, title or interest in or to the Subject Property granted to any third party and Seller covenants to deliver possession of the Subject Property at Closing free of all tenancies, occupancies or other right, title and interest. k. Seller is not aware of any methamphetamine production occurring on the Subject Property. All representations and warranties shall survive Closing and the delivery of the Limited Warranty Deed for six (6) months. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER EXPRESSED OR IMPLIED WITH RESPECT TO THE SUBJECT PROPERTY. INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR PRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING TAX CONSEQUENCES LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL ONDITIONS, UTILITIES, ACCESS OPERATING HISTORY OR PROJECTIONS VALUATION GOVERNMENTAL APPROVALS THE COMPLIANCE OF THE SUBJECT PROPERTY WITH GOVERNMENTAL LAWS THE TRUTH ACCURACY OR COMPLETENESS OF ANY PROPERTY DATA OR OTHER INFORMATION PERTAINING TO THE SUBJECT PROPERTY DELIVERED TO BUYER BY SELLER, OR ANY OTHER MATTER OR THING REGARDING THE SUBJECT PROPERTY BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH INTHIS PURCHASE AGREEMENT SELLER SHALL SELL AND BUYER SHALL ACCEPT THE SUBJECT PROPERTY "AS I WHERE IS WITH ALL FAULTS" BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER ILNOT LIABLE FOR OR BOUND BY. ANY EXPRESSED OR IMPLIED WARRANTIES. GU ARA TIES, STATEMENTS. REPRESENTATIONS OR INFORMATION PERTAINING TO THE S B TFCT PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY. _WITHOUT LIMITATION. PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE SUBJECT PROPERTYI MADE OR FURNISHED BY SELLER, THE MANAGER OF THE SUBJECT_ PROPERTY. OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. 2151s7v2 9. Hazardous Wastes: To the best of Seller's knowledge and without independent investigation, and except as disclosed in any written documentation provided by Seller to Buyer (a), no hazardous substances are contained in, on or under the Subject Property, and (b), no entity or person has, at any time: i) "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 Subject Property; or ii) taken any action in "response" to a "release" in connection with the Subject Property; or iii) otherwise engaged in any activity or failed 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 or common law, in connection with Hazardous Substances (as defined below) located in or on the Subject Property, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below). 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. "Hazardous Substances" means hazardous waste, toxic substances, formaldehyde, urea, polychlorinated biphenyls, asbestos, petroleum, natural gas, synthetic gas usable for fuel or mixtures thereof, any materials related to any of the foregoing, and substances defined as "hazardous substances", "toxic substances", "hazardous waste", "pollutant", or "contaminant" in CERCLA, Resource Conservation and Recovery Act as amended, 41 U.S.C. Sec. 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., the Clean Water Act, 33 U.S.C. Sec. 1251 et seq., any state laws regarding environmental matters, or any regulations promulgated pursuant to any of the foregoing statutes. 10. Buyer's Contingencies: The following contingencies must be complete or waived (or deemed waived) before the refundable Earnest Money becomes non-refundable and Buyer becomes bound to close this transaction. Buyer shall have until the Contingency Date (defined below) to complete the following contingencies. Buyer shall have the right to unilaterally waive any contingency by written notice to Seller. The contingencies are as follows: a. Buyer shall have obtained, at its sole expense, approval of Buyer's intended use of the Subject Property and a letter of approval of a building permit application from the City of Lakeville. All development and application fees shall be paid by Buyer. Seller shall cooperate with Buyer in the timely execution and prosecution of applications sought by Buyer, all without cost or expense to Seller. b. Buyer may perform, at its sole cost and expense, examinations and inspections relative to the economic and physical feasibility of the Subject Property as Buyer determines in its sole and absolute discretion, including, without limitation, engineering studies, wetland delineation, market analysis, financial feasibility analysis including the availability of financing, and environmental assessments of the Subject Property ("Tests"); provided, however, the tests shall not include and Buyer shall not be permitted to perform any destructive or invasive testing, soil borings, test borings, excavations, Phase II environmental assessments, or installing or testing any wells or groundwater on, under or about the Subject Property without Seller's prior written consent, not unreasonably withheld. Buyer shall promptly commence and diligently proceed with its Tests. Buyer and its duly authorized agents will, pursuant to Section 11, have the right during the period from the Effective Date until the Closing, to enter in and upon the Subject Property to complete its due diligence, including without limitations, completing the Tests. If such Tests reveal any condition or circumstances which Buyer finds objectionable for any reason, in Buyer's sole and absolute discretion, Buyer shall have the right and option to 215187v2 terminate this Agreement by written notice delivered to Seller on or before the Contingency Date as set forth herein, at which time all Earnest Money shall be released to Buyer. C. Buyer obtaining a financing package with terms acceptable to Buyer in its reasonable discretion. d. Seller completing final plat of the Subject Property as Kenwood Trail Business Park 2°a Addition ("Plat") at Seller expense with payment by Seller of any City fees related to the Plat including park dedication, storm fees and platting costs. e. Seller providing an ALTA survey of the Subject Property ("Survey"). The "Contingency Date" shall be One Hundred Fifty (150) days after the Effective Date. Buyer shall have the right to terminate this Agreement by written notice to Seller not later than the Contingency Date if any of the forgoing contingencies have not been satisfied, in Buyer's sole and absolute discretion, or waived by Buyer, by written notice from Buyer to Seller at any time prior to the Contingency Date. Upon such termination, the Earnest Money shall be immediately returned to Buyer and upon such return neither party will have any further rights or obligations regarding this Agreement or the Subject Property. If no notice is delivered by Buyer to Seller prior to the Contingency Date, then all contingencies shall be deemed waived. The contingencies set forth in this Section 10 are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer and the Buyer shall have the right to unilaterally waive such contingencies by written notice to Seller. 11. Access: Seller grants to Buyer and Buyer's agents permission for reasonable access the Subject Property (subject to rights of the tenant), during reasonable times, for inspections, testing and surveying purposes; provided, however, no invasive testing or Phase II environmental investigation or assessment shall occur on the Subject Property without Seller's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall indemnify, defend, and hold Seller harmless from all costs, expenses or liabilities incurred during or because of said inspections, testing, surveying and Tests or any other liability, loss, cost, or damages incurred by Seller by reason of such entry. Buyer shall promptly repair any damage to the Subject Property caused by Buyer or its agents, contractors or invitees and shall restore the Subject Property to the condition existing prior to entry upon same to the extent the need for restoration arises from Buyer's or its employees, agents, contractors or invitees entry or activities upon said property. Buyer's obligations under this Section shall survive the closing or earlier termination of this Agreement. 12. Items to be Delivered at Closing: a. Seller. At Closing, Seller shall deliver or cause to be delivered to Buyer or Title Company the following items: (i) The Limited Warranty Deed, described in Section 4, duly executed and acknowledged by Seller; (ii) an original Non -Foreign Affidavit duly executed by Seller; (iii) appropriate evidence of authorization, satisfactory to Title Company and Buyer, in their reasonable discretion, for (A) Seller's conveyance of the Subject Property in accordance with this Agreement, (B) Seller's execution and delivery of this Agreement, and (C) Seller's consummation of the transactions contemplated by this Agreement; 215187v2 215187v2 All costs incidental to the Closing not otherwise specifically allocated under this Agreement shall be allocated in accordance with the custom and practice for similar transactions in the area in which the Subject Property is located. 14. Brokers Representation: Cerron Commercial Properties, LLC (Broker) represents both the Seller and the Buyer of the Subject Property involved in this transaction, which creates a dual agency. This means that the Broker and its salesperson owe fiduciary duties to both Seller and Buyer. Because the parties may have conflicting interests, Broker and its salesperson are prohibited from advocating exclusively for either party. Broker cannot act as a dual agent in this transaction without the consent of both Seller and Buyer. Seller and Buyer acknowledge that: (i) Confidential information communicated to Broker which regards price, terms or motivation to buy or sell will remain confidential unless the Seller or Buyer instructs Broker in writing to disclose this information. Other information will be shared; A. Broker and its salesperson will not represent the interest of either party to the detriment of the other; and B. Within the limits of dual agency, Broker and its salesperson will work diligently to facilitate the mechanics of the sale. With the knowledge and understanding of the explanation of above, Seller and Buyer authorize and instruct Broker and its salesperson toAct as dual agents in this transaction. Initials: Jr— '4� — Buyer Sell r Buyer represents and warrants to Seller that there are no commissions, finder's fees or brokerage fees arising out of the transactions contemplated by this Agreement except as stated herein. Seller represents and warrants to Buyer that, except for fees due to Cerron Commercial Properties, LLC as outlined in Section 15, for which Seller shall be solely responsible, there are no commissions, finder's fees or brokerage fees arising out of the transactions contemplated by this Agreement. Each party hereby agrees to indemnify, defend, and hold the party harmless from any loss, liability, damage, cost, or expense (including, but not limited to, reasonable attorney's fees) resulting to the other party from a breach of the representation and warranty made by such party in this Agreement. The indemnities set forth in this Paragraph shall survive after the Date of Closing. Seller shall be solely responsible for paying the Broker's commission in accordance with paragraph 15 below. 15. Broker's Commission: Seller shall pay commission to Cerron Commercial Properties, LLC in the amount of four percent (4.0%) of the amount of the Purchase Price, due only upon consummation of Closing as contemplated by this Agreement. 16. Default: If either party defaults in any of its respective obligations under this Agreement, the other party, by notice to such defaulting party specifying the nature of the default and the date on which this Agreement shall terminate (which date shall not be less than 30 days after the giving of such notice), may terminate this Agreement. For avoidance of doubt, notice to terminate by Seller given in accordance with 2151s7v2 Minnesota Statutes Section 559.21 shall be deemed to satisfy the 30-day notice requirement set forth above. Upon such termination date, unless the default so specified has been cured, this Agreement shall terminate. In the case of any default by Buyer, Seller may terminate this Agreement as provided above and retain all Earnest Money as liquidated damages as Seller's sole and exclusive remedy (except as provided below). Seller shall not be entitled to bring an action for damages; provided, however, Seller retains the right to pursue damages for breach of Buyer's indemnification obligations set forth in this Agreement. If Seller shall fail to consummate this Agreement for any reason except Buyer's default or the termination of this Agreement pursuant to a right to terminate given herein, Buyer may terminate this Agreement and have all of the Earnest Money refunded to Buyer. In addition, Buyer may sue Seller for specific performance of this Purchase Agreement, provided, any action for specific performance is commenced within six (6) months after the expiration of the Seller's 30-day cure period. Except as otherwise provided Section 8, in the event of a Seller breach of representation or warranty after Closing, Buyer shall have all rights and remedies available at law or in equity, provided, that Buyer commences action for such breach within six (6) months after the Date of Closing. Upon termination of this Agreement, Buyer and Seller shall execute a Cancellation of Purchase Agreement in order to clear title to the Subject Property. 17. Governing Law: This Agreement has been entered into in the State of Minnesota and shall be governed by and construed in accordance with the laws of the State of Minnesota. 18. Non -Merger: The representations, warranties, indemnities and covenants contained in this Agreement shall survive the Closing and not be merged into the Closing documents and in the case of Buyer's indemnities, shall survive the cancellation or termination of this Agreement. 19. Relationship Between the Parties: Nothing in this Agreement shall be construed as creating a joint venture between Seller and Buyer or any relationship other than that of Seller and Buyer. 20. Assignment: Either party may assign its rights under this agreement, and shall provide the other party with written notice of said assignment. 21. Notices: Any notices to be delivered under the terms of this Agreement shall be given by personal delivery upon an authorized representative of a party hereto; or by United States registered or certified mail, return receipt requested, postage prepaid; or by facsimile copy followed by mailed notice; or deposited and prepaid with a nationally recognized, reputable overnight courier, properly addressed as follows (notwithstanding the fact that the telephone numbers of the parties are provide below, telephonic notices shall not be sufficient nor effective for purposes of satisfying any notice requirements under this Agreement): If to Seller: City of Lakeville Attn: Dave Olson 20195 Holyoke Avenue Lakeville, MN 55044 215187v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. Seller: City of Lakeville Mwo Its: Date: 21s1s7v2 Buyer: Hypointe Child Care, LLC Its: Date: S-- Oma- I\ EXHIBIT A Legal description of Seller Property Parcel l: Lot 1, Block 1 Lakeville Elementary 2nd Addition, Dakota County, Minnesota, according to the recorded plat thereof; Parcel 2: Outlot G, Kenwood Trail Business Park 21st87v2 EXHIBIT B Depiction 2151a7v2