HomeMy WebLinkAbout21-109CITY OF LAKEVILLE
DAKOTA COUNTY, MINNESOTA
RESOLUTION NO. 21-109
RESOLUTION APPROVING THE ACQUISITION OF REAL PROPERTY
WHEREAS, the City is proposing to acquire certain property ("Property") legally described
in and under the terms of the proposed purchase agreement attached as Exhibit "A" ("Purchase
Agreement") between the City of Lakeville ("Buyer") and Lakepointe Holdings Il, LLC ("Seller");
and
WHEREAS, the planning agency has reviewed the acquisition and finds that it is consistent
with the City's comprehensive municipal plan.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville that
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 this 16th day of August 2021 by the City Council of the City of Lakeville.
CITY OF LAKEVILLE
• on,
. Mayor
AT T:
Charlene Friedges, City Clerk
216956v1
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made this _ day of
2021 ("Effective Date"), between LAKEPOINTE HOLDINGS II, LLC
("Seller"), a Wisconsin limited liability company, whose address is 555 West Brown Deer Road,
Fox Point, Wisconsin, 53217, and the CITY OF LAKEVILLE ("Purchaser"), whose address is
20195 Holyoke Avenue, Lakeville, MN 55044.
1. OFFER/ACCEPTANCE. Seller agrees to sell and Purchaser agrees to buy that certain
parcel of real property located at 17471 Kenwood Trail, Lakeville, MN together with the
building(s), and improvement(s) located thereon, if any, situated, lying and being in Dakota
County, State of Minnesota and more particularly described as follows:
Lots 1 and 2, Block 1, Amoco Addition, Dakota County, Minnesota, according to the
recorded plat thereof (the "Property"),
2. PRICE AND TERMS. Purchaser agrees to purchase the Property for the sum of Nine
Hundred Seventy Thousand Dollars and no/100 ($970,000.00) (the "Purchase Price"). The
Purchase Price (adjusted for prorations in accordance with this Contract) is to be paid to Seller
on the Closing Date (as hereinafter defined) by wire transfer or other certified funds.
3. DEED/MARKETABLE TITLE. Upon performance by Purchaser, Seller shall execute
and deliver a Warranty Deed, conveying good and 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;
C. Permitted Exceptions as provided under Paragraph 9 of this Agreement; and,
D. The existing BP North America, Inc. (`BP") Deed Restrictions imposed upon the
property when Seller took possession as those restrictions may still apply to this
property, except as otherwise released by BP.
4. 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. Real estate taxes payable in the year
of Closing shall be prorated between Seller and Purchaser on a calendar year basis as of
the date of Closing. Purchaser shall assume installments not paid at Closing. Seller shall
pay penalty, interest and costs on any delinquent installment of taxes and special
assessments payable by Seller in the year of Closing.
C. Deferred Real Estate Taxes. Seller shall pay on Date of Closing or provide for payment
of any deferred real estate taxes (including "Green Acres" taxes under Minn. Stat. §
273.111) payment of which is required as a result of the Closing of this sale and the
recording of the Deed. Provision for payment shall be by payment into escrow of 1.5
times the estimated payoff amount of the deferred taxes.
D. Certified Special Assessments. All installments of special assessments certified for
payment with the real estate taxes payable in the year of Closing shall be paid by Seller at
Closing.
E. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other
special assessments levied as of the date of this Purchase Agreement.
5. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS, AND LIEN
WARRANTIES. Seller warrants that, to their knowledge, buildings on adjoining real property,
if any, are entirely outside of the boundary lines of the Property, except as may have been
disclosed to the Purchaser on the survey obtained by Seller at the time of Seller's acquisition of
the property and subsequently provided to Purchaser. Seller warrants that, to their actual
knowledge, there has been no labor or material furnished to the Property for which payment has
not been made. Seller warrants that, to its knowledge and without duty to make reasonable
inquiry, there are no present violations of any restrictions relating to the use or improvement of
the Property. These warranties shall survive for a period of ninety (90) days from the delivery of
the Deed.
6. DUE DILIGENCE
A. Except as previously provided by Seller to Purchaser, within 10 days after the Effective
Date, Seller will provide to Purchaser a copy of all documents and materials in Seller's
possession or in the possession of Seller's agents or contractors pertaining to the Property,
including, but not limited to, legible copies of any leases, title commitments; title policies; plats;
stormwater ponding documents; surveys; soil and geotechnical reports; engineering reports;
environmental or physical condition reports; wetland delineations; entitlement documentation;
title documents; repair and maintenance reports or records; appraisals; and any other documents
which Purchaser reasonably requests, to the extent in the possession or control of Seller
(collectively, "Property Documents"). In the event that any new or revised Property Documents
become available before the end of the Inspection Period (as defined below) Seller shall provide
such Property Documents to Purchaser as soon as is reasonably practicable and Purchaser shall
have the same rights with respect to such Property Documents as the other Property Documents
previously provided. Notwithstanding anything to the contrary herein, in the event that any new
or revised Property Documents become available after the end of the Inspection Period but
before Closing, Seller shall provide such Property Documents to Purchaser as soon as is
reasonably practicable. Seller represents and warrants that as of the date of this Agreement the
Seller has provided to Purchaser all of the Seller's documents except the current month to month
lease for the property.
B. Upon reasonable notice to Seller, Purchaser and Purchaser's authorized agents shall have
the right during the period of forty-five (45) days from the Effective Date to enter in and upon
the Property in order to make, at Purchaser's expense, surveys, measurements, soil tests, and
other tests that Purchaser may deem necessary. Purchaser 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 Purchaser's right of entry hereunder,
including all actions, proceedings, demands, assessments, costs, expenses, and attorneys' fees.
Purchaser shall not perform any invasive testing of the Property without Seller's prior written
consent. Purchaser 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. Purchaser shall
promptly repair any damage to the Property caused by Purchaser or its agents, contractors or
invitees and shall restore the Property to the condition existing prior to entry upon same to the
extent the need for restoration arises from Purchaser's or its employees, agents, contractors or
invitees entry or activities upon said property. Purchaser's obligations under this Section shall
survive the closing or earlier termination of this Agreement. Notwithstanding the foregoing,
Purchaser's liability shall not exceed the limits provided under Minn. Stat. Ch. 466. Purchaser
acknowledges that Purchaser has already performed a Phase I and Phase II environmental
assessment of the property and Purchaser has obtained a current appraisal.
7. POSSESSION. Seller shall deliver possession of the Property not later than the actual
Date of Closing. All charges for utility services, including water, sewer, electricity, natural gas
and garbage services shall be prorated between the parties as of the Date of Closing.
8. TITLE INSURANCE. Within fifteen (15) days of the date of this Agreement,
Purchaser shall be responsible for obtaining title evidence and reviewing title to the Property.
Purchaser shall be allowed fifteen (15) 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.
9. TITLE CORRECTIONS AND REMEDIES. Seller shall have 30 days from receipt of
Purchaser's written title objections to make title marketable. Upon receipt of Purchaser's title
objections, Seller shall, within ten (10) business days, notify Purchaser of Seller's intention to
make title marketable within the 30 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. Upon
correction of title and within ten (10) days after written notice to Purchaser, 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 Purchaser (at Purchaser's option) shall have
the right to: (a) terminate this Agreement in which case the parties will have no further rights,
duties or obligations hereunder, except those obligations that expressly survive termination, or
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(b) accept title to the Property subject to the objections Seller has elected not to cure, without
reduction in the amount of the Purchase Price, in which case such objections to title will be
deemed to have become Permitted Exceptions.
10. SELLER'S COVENANTS, REPRESENTATIONS, AND WARRANTIES. Seller
represents and warrants to Purchaser as follows:
A. Organization; Authorizations. Seller is a Minnesota limited liability company
duly qualified to transact business in the State of Minnesota. That Seller has the requisite power
and authority to enter into this Contract and the closing documents relating thereto to be signed
by it; that the execution, delivery and performance by Seller of such documents does not conflict
with or result in violation of any judgment, order or decree of any court to which Seller is a
party; such documents are valid and binding obligations of Seller.
B. Claims. At Closing, there will be no existing claims, actions, suits or other
proceedings pending, or to the actual knowledge of Seller, threatened by any governmental
department or agency, or any other corporation, partnership or entity or person whomsoever
against Seller or the Property, which in any manner or to any extent may detrimentally affect the
Property or Purchaser's right, title or interest in and to any part or all of the Property after
Closing.
C. Tenants. Seller currently leases the Property to James Christianson on a month to
month lease.
D. Outstanding Agreements. On the date of Closing there will be no (i)
outstanding leases or occupancy agreements, except as provided in Section 8.3, or (ii)
outstanding contracts made by Seller for any improvements to the Property which have not been
fully paid for or for which Seller shall not have made arrangements to pay off at Closing, or that
will affect the Property or be binding upon Purchaser or upon the Property subsequent to Closing
without Purchaser's written consent; and Seller shall cause to be discharged all mechanic's or
materialmen's liens arising from any labor or materials furnished to the Property that were made
at the request of Seller, its agents, or contractors, prior to the Closing.
E. FIRPTA. Seller is not a foreign person; as such term is defined in Section
1445(f) (3) of the Internal Revenue Code of 1986, as amended, and shall deliver an affidavit to
that effect at closing, which shall be in form and substance sufficient to comply with the Internal
Revenue Code.
F. Wells. Seller certifies that it knows of no wells on the Property.
G. Individual Sewage Treatment Systems. Solely for purposes of satisfying the
requirements of Minn. Stat. § 115.55, Seller certifies that, to Seller's actual knowledge, there is
no "individual sewage treatment system" (within the meaning of that statute) on or serving the
Property, and that, to Seller's actual knowledge, sewage generated on the Property goes to a
facility permitted by the Minnesota Pollution Control Agency. In the event the Purchaser
determines, as part of the Purchaser's Inspection of the Property, that there is a subsurface
sewage treatment system on the Property and Purchaser does not elect to terminate the Contract
prior to the expiration of the Inspection Period, then the Purchaser shall be responsible for the
costs relating to bringing the system into compliance with the subsurface sewage treatment
system rules.
H. Well Disclosure. Check one of the following:
[X] (1) Seller certifies that Seller does not know of any wells on the
Property and will so certify on the deed delivered on Closing Date.
[ 1 (2) Wells on the Property are disclosed by Seller on the M.S.B.A.
Real Property Form No. 21 (2005), Well Disclosure Statement.
I. Sewage Treatment System Disclosure. Check either (1), (2) or (3):
[ ] (1) Seller certifies that sewage generated at the Property goes to a facility
permitted by the Minnesota Pollution Control Agency (for example, a city or municipal
sewer system).
[_] (2) Seller certifies that sewage generated at the Property does not go to a
facility permitted by the Minnesota Pollution Control Agency and Seller's Disclosure of
Individual Sewage Treatment System is attached.
[X] (3) Seller certifies that there is no sewage system upon or servicing the
Property.
Check either (4) or (5):
L] (4) Seller does not know if there is an abandoned individual sewage
treatment system on the Property.
[X] (5) Seller knows that there are no abandoned individual sewage treatment
systems on the Property. If Seller discloses the existence of an abandoned individual
sewage treatment system on the Property, then Minnesota law requires that the location
of the system be disclosed to Purchaser with a map.
[Attach Seller's Disclosure of Individual Sewage Treatment System with map completed.]
J. Methamphetamine Disclosure. To Seller's knowledge, methamphetamine
production has not occurred on the Property.
K. Protected Historical Sites. [Select either one of the following.]
Seller represents that Seller does not know if there are historical, Native
American, or archeological materials on or in the Property that might be protected by
law.
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X To Seller's knowledge, the property does not have any American Indian burial
grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or
other archeological sites that are protected by federal or state law. Purchaser's obligation
to close is contingent upon Purchaser determining to Purchaser's satisfaction that the
property does not have any American Indian burial grounds, other human burial grounds,
ceremonial earthworks, historical materials, and/or other archeological sites that are
protected by federal or state law.
L. Aa Preserves. No part of the Property is subject to an agricultural preserve
covenant or constitutes an agricultural preserve pursuant to Minn. Stat. § 473H.02 to
473H.17.
M. FIRPTA. Seller is not a "foreign person," "foreign partnership," "foreign trust"
or "foreign estate," as those terms are defined in Section 1445 of the Internal Revenue
Code.
N. Broker. Seller has not engaged a broker in relation to the sale of the Property.
O. Operation Prior to Closing. Seller covenants and agrees with Purchaser that:
1. At all times from the Effective Date to the Date of Closing, Seller will
maintain such insurance on the Property as is presently in force.
2. At all times from the Effective Date to the Date of Closing, Seller will
maintain and operate the Property in substantially the same manner in which
the Property is currently operated and maintained.
3. Seller will not enter into any lease or other agreement relating to the Property,
other than the lease with the current Tenant that is not terminable within 30
days without Buyer's consent, which consent Buyer may grant or withhold in
Buyer's sole discretion.
11. RELOCATION. Seller is not currently actively using the Property. Seller waives all
rights it may have under Chapter 117 of the Minnesota Statutes. The Purchase Price includes all
amounts Seller may be entitled to under Minn. Stat. § 117.52 (Uniform Relocation Assistance)
and all other provisions of Chapter 117 of the Minnesota Statutes.
The Purchase Price does not include all amounts the Tenant may be entitled to under Minn. Stat.
§ 117.52 (Uniform Relocation Assistance) and all other provisions of Chapter 117 of the
Minnesota Statutes.
12. CLOSING. The closing (the "Closing") of the purchase and sale contemplated by this
Agreement shall occur at a location designated by Purchaser, and shall occur on or before
October 15, 2021 ("Closing Date"). At Closing, Seller and Purchaser shall disclose their Social
Security Numbers or Federal Tax Identification Numbers for the purposes of completing state
and federal tax forms. Purchaser may extend the closing date for two (2) thirty day extension
periods provided that Purchaser provides Seller with written notice exercising the right to the 30
day extension period prior to the closing date or the expiration of each authorized extension
period and pays to the Seller the sum of $5,000.00 for each extension period. These extension
payments shall be non-refundable and non -applicable to the purchase price.
13. CLOSING DOCUMENTS.
A. At the Closing, Seller shall execute and/or deliver to Purchaser the following:
(1) Warranty Deed. A Warranty Deed in recordable form and reasonably
satisfactory to Purchaser, 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 there under, in order to establish
that Seller is 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. Seller represents and warrants that the
storage tanks have been removed.
(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) Bring Down Certificate. A certification that the representations and/or
warranties made by Seller is materially the same as were in existence on the
date of this Agreement or noting any changes thereto.
(7) Kevs. Keys to the building located on the Property.
(8) Other Documents. All other documents reasonably determined by either
party or the title insurance company to be necessary to transfer and provide
title insurance for the Property.
B. At the Closing, Purchaser shall execute and/or deliver to Seller the following:
(1) Purchase Price. Payment of the purchase price.
(2) Lease. A fully executed copy of the Lease.
(3) Other Documents. All other documents reasonably determined by either
party or the title insurance company to be necessary to transfer and provide
title insurance for the Property.
14. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as
follows:
A. Purchaser shall pay:
(1) Recording fee for the Warranty Deed;
(2) The closing fees charged by the Title Company;
(3) Pro -rated taxes; and
(4) All costs for issuance of an owner's title insurance policy.
B. Seller shall pay:
(1) All costs for the title commitment;
(2) The state deed tax;
(3) Pro -rated taxes; and
(4) Conservation fee attributable to the Warranty Deed.
15. PURCHASER'S CONTINGENCIES. Purchaser's obligations under this Agreement
are contingent upon Purchaser's satisfaction with each of the following prior to the dates
identified below Closing Date ("Purchaser's Contingencies"):
(a) The representations and warranties of Seller set forth in this Agreement
must be true as of the date of this Agreement and on the Closing Date, and Seller
shall have delivered to Purchaser at Closing a certificate dated the Closing Date,
signed by Seller, certifying that such representations and warranties are true as of
the Closing Date;
(b) Purchaser determining on or before the expiration of the forty-five (45)
day due diligence period, that it is satisfied, in its sole discretion, with the
Property Documents and the results of matters disclosed by a Phase I
Environmental Audit or by any additional environmental/engineering
investigation or testing of the Property performed by Purchaser or Purchaser's
agent. By executing this Agreement, Seller hereby authorizes Purchaser to enter
upon the Property at reasonable times to conduct the investigations and/or tests
described herein. Purchaser shall be solely responsible for all environmental tests
and shall hold Seller harmless from any such costs and shall indemnify Seller for
breach of this provision including reasonable attorneys' fees;
(c) Purchaser obtaining proceeds from the Metropolitan Council Right -of -
Way Acquisition Loan Fund to fund the Purchase Price, in addition to attorney
fees and administrative expenses incurred by Purchaser, which serves to secure
Purchaser's funding of the acquisition described herein; and
(d) Seller providing a release of BP deed restrictions at Closing substantially
in the form and substance attached hereto as Exhibit A.
If the Purchaser's Contingencies have not been satisfied on or before the dates provided in
Paragraph 15(a) -(d), then Purchaser may, at Purchaser's option, (a) terminate this Agreement in
which case the parties will have no further rights, duties or obligations hereunder, except those
obligations that expressly survive termination, or (b) waive any such unsatisfied contingency,
without reduction in the amount of the Purchase Price, and proceed to Closing. The
contingencies set forth in this section are for the sole and exclusive benefit of Purchaser, and
Purchaser shall have the right to waive the contingencies by giving notice to Seller.
16. AS -IS. Purchaser acknowledges that it is acquiring the Property "AS IS" without any
warranties or representations except as otherwise provided herein. Purchaser represents that it is
knowledgeable in real estate matters. This provisions shall survive closing or termination of the
Agreement.
17. DEFAULT. If either party shall default in any of their 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 thirty
(30) days after the giving of such notice), may terminate this Agreement, and upon such date,
unless the default so specified shall have been cured, this Agreement shall terminate. In the case
of any default by the Seller or Purchaser, the non -defaulting party's sole and exclusive remedy
shall be termination of this Agreement as provided above.
18. NOTICES. All notices, demands and requests which may be given, or which are
required to be given by one party to the other shall be in writing, sent by United States Mail,
postage prepaid, certified with return receipt requested as follows:
If to Purchaser:
City of Lakeville
20195 Holyoke Avenue
Lakeville, Minnesota 55044
Attn: City Administrator
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With copy to:
Andrea McDowell Poehler
Campbell Knutson, P.A.
Grand Oak Officer Center I
860 Blue Gentian Road, Ste. 290
Eagan, Minnesota 55121
If to Seller:
William Elliott
555 W. Brown Deer Rd.
Fox Point, WI 53217
With copy to:
Attorney M. Nicol Padway
Padway & Padway Ltd.
5150 N. Port Washington Rd.
Suite 151
Milwaukee, WI 53217
19. MINNESOTA LAW. This contract shall be governed by the laws of the State of
Minnesota.
20. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this
Purchase Agreement.
21. SIGNATURES BY COUNTERPART; FASCIMILE OR ELECTRONIC
SIGNATURE. This Agreement may be executed in counterparts. Signatures may be transmitted
via facsimile or in "PDF" format via e-mail.
IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be duly
executed as of the date first written above.
PURCHASER:
CITY OF LAKEVILLE
By:
ouglas P. Ande n, Mayor
By -
Charlene Friedges, City Txl�_
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SELLER:
LAKEPOINTE HOLDINGS II, LLC
By:
Print Name:17
Its:�c
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EXHIBIT A
RELEASE OF
USE AND OPERATING RESTRICTIONS AND COVENANTS
AND
HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
THIS INSTRUMENT is made as of , 2021, by and between BP Products
North America Inc., a Maryland Corporation ("BP") and the City of Lakeville, a Minnesota
municipal corporation ("City"), and is given to release all the covenants and restrictions created
by instrument dated April, 2006, and filed May, 3, 2006, as Document No. 139731 in the Office
of the Registrar of Titles for Dakota County, Minnesota (the "Restrictions"), and also to hold
harmless and indemnify BP as granter of said release (the "Agreement").
WHEREAS, BP was the grantor of that certain deed dated April, 2006, and filed May, 3,
2006, as Document No. 139731 in the Office of the Registrar of Titles for Dakota County,
Minnesota (the "Quitclaim Deed"), which deed created the Restrictions; and
WHEREAS, the Restrictions encumber property currently owned by Lakepointe
Holdings II, LLC, a Wisconsin Limited Liability Company ("Lakepointe"), legally described
as:
Lots 1 and 2, Block 1, Amoco Addition, Dakota County, Minnesota (the
"Property"); and
WHEREAS, the City has entered into a purchase agreement to purchase the
Property from Lakepointe; and
WHEREAS, BP has agreed to release the Restrictions on the condition that the City
hold harmless and indemnify BP from any harm resulting from said release; and
WHEREAS, the City has agreed to hold harmless and indemnify BP from any harm
resulting from said release;
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NOW, THEREFORE, in consideration of the mutual promises made herein, the parties
herein agree as follows:
AGREEMENT
1. The above Recitals are incorporated into this Agreement as if fully restated here.
2. Sections I-IV in Exhibit B to the Quitclaim Deed are hereby deleted in their entirety.
3. Hold Harmless and Indemnification Covenants . (a) Subject to the monetary liability
limits contained in Minn. Stat. 466.04, the City releases from liability and covenants and agrees
that BP and its officers, agents, servants and employees shall not be liable for and agrees to
indemnify and hold harmless BP and its officers, agents, servants and employees against any loss
or damage to property or any injury to or death of any person occurring at or about or resulting
from any action undertaken by the City on or relating to the Property, including but not limited to
any such loss, damage, injury or death caused by any environmental contamination of the
Property.
(b) Subject to the monetary liability limits contained in Minn. Stat. 466.04, the City
agrees to protect, indemnify and defend BP and its officers, agents, servants and employees,
now or forever, and further agrees to hold the aforesaid harmless from any claim, demand,
suit, action or other proceeding whatsoever by any person or entity whatsoever to the extent
related to the construction, installation, and operation of any improvements on or to the
Property, including but not limited to (i) any such claim, demand, suit, action or other
proceeding caused, occasioned by, or related to any environmental contamination of the
Property, and (ii) any directive from MPCA, or other government authority with jurisdiction,
to perform environmental remediation.
(c) BP and its officers, agents, servants and employees thereof shall not be liable for
any damage or injury to the persons or property of the City or its officers, agents, servants or
employees or any other person who may be about the Property or any improvements thereto.
(d) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations solely of the City and not of any governing body member, officer, agent, servant
or employee of the City in their individual capacity.
4. Counterparts, This Agreement may be executed in any number of
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counterparts, each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, BP has caused this Agreement to be duly executed in its
name and behalf and the City has caused this Agreement to be duly executed in its name and
behalf on or as of the date first above written.
[Signature page immediately follows]
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BP PRODUCTS NORTH AMERICA
INC.
LIM
Print Name:
Its:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of by
the of BP Products
North America Inc., a Maryland corporation, on behalf of the corporation.
Notary Public
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CITY OF LAKEVILLE
By:
Douglas P. Anderson, Mayor
And:
Charlene Friedges, City Cl F
STATE OF MINNESOTA )
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of ,
2021, by Douglas P. Anderson and Charlene Friedges, respectively the Mayor and City Clerk
of the City of Lakeville, a Minnesota municipal corporation, on its behalf.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL KNUTsoN
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
AMP/smt
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