HomeMy WebLinkAbout4.b. Purchase Agreement for Genz Ryan property to CDA 4 EXECUTIVE SUMMARY
PORT AUTHORITY
Port Authority Date: October 15, 2013
AGENDA ITEM: Purchase Agreement for Genz Ryan AGENDA SECTION:
Property to CDA New Business
PREPARED BY: Kim Lindquist, Deputy Director AGENDA NO. 4.b.
ATTACHMENTS: Location Map; Draft Purchase Agreement APPROVED BY:
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RECOMMENDED ACTION: Motion to Approve Purchase Agreement subject to Final
Approval by the City Attorney.
ISSUE
The CDA has submitted a purchase agreement for the two northern parcels (.97 acres) of the Genz
Ryan property to facilitate construction of an affordable senior housing project. Currently, 6 parcels
comprise the Genz Ryan site, three the business previously occupied and 3 parcels created when
excess MnDot right of way was purchased. The purchase agreement would purchase the two
northern parcels in their current configuration and no lot split or subdivision is needed for the
purchase.
The CDA is offering$300,000 for the two properties based upon an appraisal they commissioned.
That figure is within the price range the Port Authority was marketing the site; the entire 2.55 acre
site was being advertised for$600,000. Closing on the property is contingent on receiving land use
approvals from the City for the senior housing project. Other sections of the agreement involve
disclosures about wells, environmental hazards, and any ISTS systems on site. The City Attorney has
several minor modifications to the purchase agreement but nothing substantive. For this reason staff
is recommending approval of the purchase agreement subject the City Attorney approval. It is not
expected that any of the items which may be modified would be controversial.
RECOMMENDATION
Motion to approve draft purchase agreement subject to final approval by the City Attorney.
Genz Ryan Parcel to Dakota County CDA
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Street Address 3535 152ND ST W=Zip Code 55068
Unit j Municipality ROSEMOUNT
Street 152ND ,Comments Bulk move to Building Centroid
Postal City ROSEMOUNT
Disclaimer: Map and parcel data are believed to be accurate, but accuracy is not guaranteed. This is not a Map Scale
legal document and should not be substituted for a title search,appraisal, survey, or for zoning 1 inch = 191 feet
verification. Dakota County assumes no legal responsibility for the information contained in this data. 10/09/2013
Purchase Agreement
This Purchase Agreement(the "Agreement")made and entered into effective this
day of October, 2013 ("Effective Date") by and between Dakota County Community
Development Agency, a public body corporate and politic and a political subdivision of the State
of Minnesota ("CDA") having its principal offices at 1228 Town Centre Drive, Eagan,
Minnesota and Rosemount Port Authority, a (organized) ("Seller"), having its principal address
at 2875 145'' Street West, Rosemount, Minnesota.
RECITALS:
WHEREAS, Seller is the owner of approximately .97 acres of vacant land in the City of
Rosemount, County of Dakota, State of Minnesota legally described on Exhibit A attached
hereto (the "Property"); and
WHEREAS, the CDA wishes to acquire the Property for assembly with adjacent parcels
for a senior housing development of approximately 60 units ("CDA Project"); and
WHEREAS, in accordance with the terms of this Agreement, the Seller has agreed to
sell and the CDA has agreed to acquire the Property on the terms and conditions stated in this
Agreement; and
NOW, THEREFORE, in consideration of the mutual promises and agreements stated
herein and in consideration of the Earnest Money (defined herein) paid, receipt of which is
hereby acknowledged, the parties agree as follows:
I. CONDITIONS FOR CONVEYANCE. The following contingencies are for the sole
benefit of the CDA and must be performed or obtained to the reasonable satisfaction of
the CDA prior to Closing (defined herein). The CDA shall have the right to waive any
contingency by written notice to Seller. Termination of this Agreement as a result of the
failure of the below listed contingencies, written notice of which shall be given to Seller
by the CDA prior to Closing, shall result in both parties hereto being relieved of any
further rights, responsibilities or obligations hereunder, and the Earnest Money, plus
interest if any, shall be returned in full to the CDA
A. CDA Board of Commissioners must approve the Purchase Agreement after it is
accepted by the Seller.
B. After Seller signs this Agreement, CDA will engage consultants to complete plans
for proposed development and will complete and submit required City Planning
applications. Seller agrees to cooperate by providing all information in its
possession and by signing said applications.
C. The CDA must be satisfied, in its sole discretion, with the results of tests and
inspections, including but not limited to a Phase I Report and Geotechnical
Report, that it deems necessary to determine the environmental status of the
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Property, and must conclude, to its full, complete, and sole satisfaction, that the
condition of the Property is satisfactory for the CDA Project. Upon execution of
this Agreement, Seller shall make all environmental information in its possession
available to the CDA.
D. All governmental approvals that the CDA, in its sole discretion, deems necessary
for the CDA Project shall be secured prior to Closing including, but not limited to,
zoning approvals necessary for the CDA Project and preliminary and final
development approval. If all necessary approvals for the CDA Project,
satisfactory to the CDA in its sole determination, have been received from the
City of Rosemount ("City"), the CDA shall consider this contingency satisfied.
Expenses incurred in obtaining such approvals shall be borne solely by the CDA.
E. Seller agrees to cooperate and participate in all public meetings and promote
approvals for the CDA Project with the City.
F. On the Closing Date, the condition of title and Survey to the Property shall be
acceptable to the CDA in its sole discretion and a 2006 Owner's Title Policy in a
forma reasonably acceptable to the CDA shall be available for purchase by the
CDA.
G. The representations and warranties of Seller made in this Agreement shall be true
and correct in all material respects up through and including the Closing Date,
with the same force and effect as if such representations were made at such time.
H. As of the Closing Date, there shall have been no material adverse change in the
condition of the Property or title to the Property.
II. PURCHASE PRICE.
A. Price. The purchase price (the "Purchase Price") for the Property is Three
Hundred Thousand Dollars ($300,000.00) which is the fair market value of the
Property based on appraisal report requested and received by the CDA.
B. Payment of Purchase Price. The Purchase Price is payable as follows:
(1) Earnest money of Ten Thousand Dollars ($10,000.00) ("Earnest Money")
paid by the CDA to the Dakota County Abstract & Title Insurance
Company, ("Title Company") pursuant to its designation as escrow agent
within ten (10) business days after the Effective Date of this Agreement.
The Earnest Money shall in all events be applicable to the Purchase Price
at Closing and shall remain refundable to Purchaser until Closing. Agent
shall administer and disburse said Earnest Money according to the terms
of this Agreement.
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(2) Final payment of the balance of the Purchase Price paid by the CDA to the
Seller at Closing, plus or minus pro-rations or other adjustments made
pursuant to the terms of this Agreement.
III. TITLE AND TITLE COMMITMENT.
A. Title. Seller shall transfer the Property to CDA by Warranty Deed, conveying
good and marketable title in fee simple free and clear of any and all liens, deeds
of trust, land trusts, mortgages, pledges, security interests, leases, charges,
encumbrances, easements, assessments, reservations, restrictions and other
conditions, except for those expressly waived or approved by the CDA in writing
or specifically authorized by the terms of this Agreement ("Permitted
Encumbrances").
B. Title Commitment. Title Examination will be conducted and completed prior to
the Closing in the following manner:
(1) Seller shall furnish, within fifteen (15) days of the Effective Date, a title
insurance commitment ("Commitment") and copies of all documents
referenced in the Commitment issued by Dakota County Abstract and
Title Insurance Company (the "Title Company") for an owner's title
insurance policy. The CDA shall require that the Owner's Policy of Title
Insurance issued pursuant to the Commitment and endorsements thereto
be in the amount of the Purchase Price, that all standard exceptions be
deleted, and the policy is inclusive of endorsements requested by the
CDA. The cost of purchasing an owner's title insurance policy shall be
borne by the CDA.
The CDA shall procure a current ALTA survey of the Property and will
include the adjacent single family lots that make-up the CDA Project area
within ninety (90) days after the Effective Date. A current ALTA survey
of the Property prepared in accordance with the Minimum Standard Detail
Requirements for Land Title Surveys jointly established by ALTA/ACSM
which includes items 1 through 4, 5, 6, 7(a), 8, 9, 10, 11(a), 14, and 16 of
Table A thereof, and pursuant to accuracy standards in effect on the date
of certification, certified by registered land surveyor to CDA and Title
Company ("Survey").
In the event the Seller has an abstract of title for the Property in its
possession, it shall deliver said abstract to the CDA as soon as possible
after execution of this Agreement.
The Commitment, endorsements thereto, documents pertaining to
exceptions therein, Survey and abstract, if any, shall be known as "Title
Evidence".
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(2) CDA shall have thirty (30) days after receipt of Title Evidence or the
Effective Date, whichever is later, to examine title to the Property. If said
examination reveals any terms, conditions, items, interests, or matters
pertaining to the Property that are unacceptable to CDA, in its sole
determination, or if the Commitment shows exceptions other than matters
specifically set out herein as Permitted Encumbrances. The CDA shall
notify Seller in writing, of its specific title objections ("Objections")
except that the CDA need not object to liens, deeds of trust, mortgages,
pledges or security interests and such items shall be automatically deemed
objections. The following Permitted Exceptions shall not be considered
objections to marketable title:
(a) Reservation of any minerals or mineral rights to State of
Minnesota;
(b) Utility, drainage and highway easements which do not interfere
with the use of the Property;
(c) Building and zoning laws, ordinances, State and Federal
Regulations.
CDA shall be deemed to have waived any title objections not made within
the 30-day period provided for above and any items shown on the
Commitment that have not been the subject of Objection shall become
Permitted Encumbrances. Said waiver, however, shall not operate as a
waiver of Seller's covenant to deliver marketable title by Warranty Deed.
(3) Upon receipt of CDA's objections, Seller shall, within ten(10) days notify
the CDA of Seller's intent to proceed in a diligent manner to cure the
Objections prior to Closing. Upon failure of Seller to provide notice of
intention to cure objections, or if notice is furnished but Objections have
not been cured within thirty (30) days of Closing, CDA may elect any one
or more of the following remedies:
(a) Terminate this Agreement and receive a refund of the Earnest
Money,plus interest if any, paid hereunder;
(b) Waive the Objections and proceed to close. Provided, however,
CDA shall have the right to satisfy any liens in an ascertainable
amount by payment of such amount and deduction of the amount
of such payment from the Purchase Price.
C. Possession. Possession of the Property shall be delivered by Seller to CDA on the
date of Closing, and any personal property located thereon and not a part of this
transaction shall have been removed prior to Closing, including debris
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IV. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND
CDA.
A. Seller Warranties, Representations and Covenants. Seller represents, warrants
and covenants as follows:
(1) Seller is a Port Authority (organized) existing in good standing under the
laws of the State of Minnesota. The execution and delivery of this
Agreement by the Seller has been duly authorized and Seller has the
requisite power and authority to execute and perform this Agreement and
those documents necessary for the consummation of the transaction
contemplated hereby. This Agreement is a valid, binding obligation
enforceable against the Seller in accordance with its terms.
(2) Notwithstanding any waiver of Objections arising pursuant to Section III
above, Seller shall have marketable and insurable record title to the
Property as of Closing free of encumbrances except for the Permitted
Encumbrances; and, in accordance with the terms of this Agreement,
Seller shall convey good and marketable fee title to the Property by
Warranty Deed as described herein.
(3) To the best of Seller's knowledge: (i) there are no lawsuits pending which
may affect the right of Seller to convey the Property that will not be
satisfied on or before Closing; or(ii) other lawsuits pending.
(4) Neither Seller, nor to Seller's knowledge any agent or employee of Seller,
has received notice of any suits, judgments or violations relating to or at
the Property of any zoning, building, fire, health, pollution, environmental
protection or waste disposal ordinances, codes, laws or regulations, which
have not been corrected.
(5) To the best of its knowledge, Seller has not received any notice of any
toxic or hazardous substances (including without limitation: asbestos,
urea form formaldehyde, the group of organic compounds known as
polychlorinated biphenyls, and any hazardous substance as defined in the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980 ("CERCLA"), 42 U.S.C. Section 9601-9657, as amended) that
have been generated, treated, stored, released or disposed of, or otherwise
deposited in or located on the Property, without limitation, the surface and
subsurface waters of the Property which caused (i) Property to become a
hazardous waste treatment, storage or disposal facility within the ambit of,
the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42
U.S.C. Section 6901 et seq., or any similar state law or local ordinance or
any other environmental law, (ii) a release or threatened release of
hazardous waste from the Property within the meaning of, or otherwise
bring the Property within the ambit of CERCLA, or any similar state law
or local ordinance or any other environmental law, or (iii) the discharge of
pollutants or effluents into any water source or system, or the discharge
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into the air of any emissions, which would require a permit under the
Federal Water Pollution Control Act, 33 U.S.C. Section 1351 et seq., or
the Clean Air Act, 42 U.S.C. Section 7401 et seq., or any similar state law
or local ordinance of any other environmental law.
(6) To the best of Seller's knowledge, Seller has received no notice of
violation of any laws, ordinances, regulations, rules and requirements
existing as of the date hereof from any governmental authority or agent
having jurisdiction over the Property which are applicable to the Property
or any part thereof.
(7) To the best of its knowledge, Seller is not aware of any wells existing on
the Property and shall so certify on the Warranty Deed in accordance with
Minnesota Statutes.
(8) Seller certifies, that to Seller's knowledge, there is no sewage generated
on the Property and, to Seller's knowledge, there are no abandoned
individual sewage treatment facilities or underground storage tanks on the
Property.
(9) There are no delinquent taxes against the Property.
(10) To the best of Seller's knowledge, the Property is not within a designated
100-year flood plain area.
(11) At the time of Closing, the Property shall not be subject to any outstanding
leases, or any unrecorded documents containing interests in the Property.
Any interests in the Property existing as of the Effective Date shall be
satisfied and/or released prior to Closing.
(12) Property is non-homestead.
(13) Up to and including the date of Closing, Seller has no knowledge of any
labor or material furnished to the Property for which payment has not been
made, and shall execute at Closing all affidavits and other documents
required by Title Company to eliminate standard or preprinted exceptions
in the Commitment.
(14) At all times from the date of this Agreement to the date of Closing, Seller
shall not enter into or cause to be entered into any new, or amend or
modify any existing, written or oral lease, or other contract or agreement
for or pertaining to the Property without the CDA's written agreement.
These representations and warranties shall be true and correct on the date of
Closing and shall survive the Closing.
B. CDA's Warranties, Representations and Covenants. CDA represents, warrants
and covenants as follows:
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(1) CDA is a public body corporate and politic created by Minnesota Statutes,
Section 383D.41 having all the powers and duties of a municipal or county
housing and redevelopment agency and economic development agency
under Minnesota Statutes, Chapter 469 including the authority to acquire
and hold real property as provided herein.
(2) That CDA has the requisite power and authority to enter into and perform
this Agreement, and said document is a valid and binding obligation of the
CDA, and is enforceable in accordance with its terms.
(3) That CDA has the financial capacity to meet its obligations specified in
this Agreement.
(4) By entering into this Agreement and closing the transaction contemplated
under this Agreement, the CDA, to the best of its knowledge, will not
breach any other contract to which the CDA is a party or violate any
judgment, order, or decree of any court or arbiter that is binding of the
CDA.
(5) That CDA will timely perform its obligations specified in this Agreement.
These representations and warranties shall be true and correct on the Closing Date
and shall survive the Closing.
V. TAXES AND ASSESSMENTS AND PRORATIONS.
The Parties shall pay the real estate taxes (which term, as used in this Agreement, shall
include service charges assessed against real property on an annual basis pursuant to
Minnesota Statutes 429.101) and special assessments as follows:
A. At or before the Closing, Seller shall pay the real estate taxes, if any attributable
to the Property and due and payable in years prior to the year of closing, including
any deferred real estate taxes under Minnesota Statutes, shall be paid by Seller;
B. Real estate taxes due and payable in the year of Closing shall be pro-rated as of
the date of Closing on a calendar year basis; and
C. the CDA shall pay all real estate taxes due and payable in the years following the
year in which the Closing; and
D. the Seller shall pay all special assessments as of the date of Closing if they are
assess, levied, postponed, deferred or pending as to the Property.
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VI. CLOSING.
A. Closing Date. The closing of the purchase and sale contemplated by this
Agreement shall occur on or about March 30, 2014 but in any event no later than
30 days after receipt of all City approvals necessary to proceed as described
herein or such other time as is mutually agreed upon by the parties ("Closing"),
time being of the essence of this Agreement.
B. Closing Place. The Closing shall take place at the offices of the Title Company
located at 7373 147th Street West, Apple Valley, Minnesota or such other place as
the parties may agree.
C. Seller's Closing Documents and Obligations. Seller will execute and deliver the
following:
(1) A Warranty Deed, including the Well Certification statement in
accordance with Minnesota law, in duly recordable form for filing in the
office of the County Recorder or Registrar of Titles, conveying the
Property to CDA, free and clear of all encumbrances, except the Permitted
Exceptions defined herein.
(2) An Affidavit of Title by Seller indicating that there are no unsatisfied
judgments, tax liens or bankruptcies against or involving Seller or the
Property, and that there has been no labor or material furnished to the
Property contracted for by or for Seller for which payment has not been
made or for which mechanics' liens could be filed, and there are no other
unrecorded interests in the Property created by Seller.
(3) The Commitment, down-dated, to the date of recording of deed, whereby
Title Company agrees to issue its title policy for the Property, insuring the
CDA's interest pursuant to this Agreement, showing good and marketable
fee title to the Property in the CDA, free and clear of all exceptions to title
except the Permitted Encumbrances, and including affirmative insurance
as requested by the CDA.
(4) The appropriate Federal Income Tax reporting form, if any is required.
(5) An affidavit, if required under Foreign Investment in Real Property Tax
Act or other applicable law, stating that Seller is not a "foreign Person" as
defined in Section 1445 of the Internal Revenue Code of 1986 and any
treasury regulations promulgated thereunder, if required.
(6) Satisfactions and/or releases of any mortgages, liens, contracts, or
encumbrances of any kind which remain on the Property at the time of
Closing and require clearance (pursuant to Section III herein), except as to
those items which have been accepted or waived by the CDA in
accordance with title examination procedures as provided in Section III
above.
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(7) Such other affidavits and documents as required by the CDA and Title
Company to effectuate this Agreement.
D. CDA's Closing Documents and Obligations. The CDA will execute and deliver
the following:
(1) An authorization to release the Earnest Money and apply it to the Purchase
Price.
(2) The balance of the Purchase Price to be paid in accordance with the wire
transfer instructions provided by Seller.
(3) Such affidavits of CDA, Certificates of Value or other documents as may
be reasonably required in order to record the Closing Documents and
complete the transaction contemplated herein.
E. Allocation of Costs at Closing. The CDA and Seller agree that all prorations of
costs and expenses for the sale and purchase contemplated by this Agreement will
be made at Closing unless otherwise specifically stated. This allocation is as
follows:
(1) Seller shall pay all costs incurred in connection with abstracting and the
issuance of the Commitment for the Property. The CDA pay the premium
required for the issuance of Owner's Title Policy.
(2) Seller shall pay State Deed Tax required for the delivery and recordation
of deed of conveyance. The CDA shall pay costs of recording the
Warranty Deed.
(3) Real estate taxes and special assessments shall be paid as provided in
Section V above.
(4) Seller shall pay costs of recording satisfactions and/or releases of any
mortgages or contracts that remain unsatisfied as of the Closing Date, and
such other documents or affidavits that may be required as provided in
Section VI.0 above.
(5) Any other costs and expenses relating to the transaction and unpaid at
Closing shall be allocated in accordance with the agreements between the
parties as provided herein, and if not so provided, in accordance with the
local custom of the area in which the Property is located.
VII. COMMISSIONS.
A. Broker. The CDA warrants to Seller that no broker's commission, finder's fee, or
like charges have been incurred by the CDA in connection with this transaction
under this Agreement. Seller warrants to the CDA that no broker's commission,
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finder's fee, or like charges have been incurred by the Seller in connection with
the transactions under this Agreement, except for a brokerage commission due
and payable to CBRE, Inc., which shall be paid solely by Seller.
(1) The foregoing warranties shall survive Closing as set forth above and shall
inure to the benefit of the successors and assigns of the CDA and Seller.
(2) The CDA and Seller further agree to give testimony in accordance with
these warranties in case any action or proceeding shall be instituted by any
person claiming a commission in connection with this transaction.
B. Indemnities by Seller and the CDA. Seller and the CDA hereby agree to
indemnify and to hold each other harmless from any claim for any real estate
brokerage fee or real estate commission or finder's fee that may be claimed by any
other party through Seller and the CDA.
VIII. CONDEMNATION. If the Property under this Agreement is condemned prior to
Closing, this Agreement shall be null and void.
IX. REMEDIES UPON TERMINATION.
A. CDA's Remedies. If Seller defaults under this Agreement for any reason (other
than the CDA's default), the CDA as its sole and exclusive remedies, may either;
(i) terminate this Agreement in which event the Earnest Money, plus interest if
any, shall be promptly refunded to CDA, or, at CDA's option, (ii) seek specific
performance provided an action for specific performance is commenced within
six (6) months of the Closing Date specified herein.
B. Seller's Remedies. If the CDA defaults under this Agreement for any reason
(other than Seller's default), Seller shall be entitled to terminate this Agreement
and retain all of the Earnest Money as it's sole and exclusive remedy.
Termination by Seller shall be in manner provided for Purchase Agreement by
Minn. Stat. Section 559.21, as amended, the period for reinstatement being sixty
(60) days.
X. NOTICES.
A. Any notice required or permitted hereunder shall be deemed to have been given
when deposited in the United States mail, postage prepaid, registered or certified
mail, return receipt requested, when sent by a nationally-recognized overnight
delivery company (such as Fed Ex), when hand-delivered, or when sent by fax (if
the fax is followed by transmission by one of the other means), addressed to
Seller or CDA, as the case may be, as follows:
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(1) If to Seller: Rosemount Port Authority
2875 145th Street West
Rosemount MN 55068
Attention: Kim Lindquist
(2) If to CDA: Dakota County Community Development Agency
1228 Town Centre Drive
Eagan, MN 55122
Attention: Lori Zierden
B. The addresses for the purpose of this Article may be changed by giving notice of
such change in the manner provided herein for giving notice. Unless and until
such written notice is received, the last address stated herein shall be deemed to
continue in effect for all purposes.
XI. MISCELLANEOUS.
A. Entry. From and after the Effective Date, the CDA, its agents, employees,
representatives and contractors shall have the right to enter onto the Property to
make such inspections, measurements and tests (soil and other tests) and to gain
such information as it deems necessary to satisfy contingencies described in
Section I above. CDA agrees to indemnify, defend and hold Seller and the
Property harmless from any cost, charge, fee (including reasonable attorneys'
fees), lien and/or claim associated with, occasioned by, or arising out of CDA's
such entry on the Property with the exception of those liabilities, costs, expenses
or claims which may arise out of CDA's discovery by its investigation of
environmental contamination of the Property, or that are occasioned by the
actions or negligence of the Seller. Buyer's indemnification obligations survive
the Closing or termination of this Agreement. Upon discovery of any
environmental contamination: (i) Buyer will immediately notify Seller, which
notice must include any analysis thereof; and (ii) will report the findings to the
MPCA, EPA or other governmental entity only as, in the sole determination of the
CDA and its legal advisors, such reporting is required by law or judicial order.
B. Captions. Captions used in the Articles and Sections of this Agreement are for
convenience only and do not construe or limit the meaning of the language of this
Agreement.
C. Amendments. This Agreement may be amended only by written instrument
executed by both Seller and CDA.
D. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.
E. No Third Party Beneficiaries. Nothing in this Agreement is intended to confer
upon any person, other than the parties hereto and their successors and assigns,
any rights or remedies under or by way of this Agreement.
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F. Entire Agreement, Modifications. This Agreement constitutes the complete
agreement between the parties regarding the transactions contemplated herein and
supersedes any prior oral or written agreements regarding the Property. There are
no agreements, covenants, representations, warranties or restrictions between the
parties, other than those stated or referenced herein. No covenant, term or
condition of this Agreement shall be deemed to have been waived by either party,
unless such waiver is in writing signed by the party charged with such waiver.
G. Additional Documents and Acts. Seller and CDA agree that they will, at any time
and from time to time upon the written request of the other party, do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all future acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be reasonably required to effect the provisions
hereof.
H. Attorney's Fees. It is expressly agreed that Seller shall be entirely responsible for
payment of attorneys' fees incurred by Seller relating to legal services provided in
connection with the transactions provided herein, and that CDA shall be entirely
responsible for payment of attorneys' fees incurred by CDA relating to legal
services provided in connection with the transactions contemplated herein.
Assignment. Neither CDA nor Seller may assign its respective interest under this
Agreement to any other party without the prior written consent of the other party
which consent will not be unreasonably withheld.
J. Time is of the Essence of this Agreement.
K. Severability. In the event any one or more of the provisions of this Agreement, or
any application thereof, shall be found invalid, illegal, or otherwise
unenforceable, the validity, legality, and enforceability of the remaining
provisions or any application thereof shall not in any way be affected or impaired
thereby.
L. Effective. Delivery of the form of this Purchase Agreement to the Seller does not
constitute an offer by the CDA. If Seller executes and delivers it to the CDA, it
shall constitute an offer by Seller that may be accepted by the execution of the
Agreement by the Executive Director of the CDA and delivery of it to the Seller.
M. Survival. All warranties, representations and covenants of the CDA and Seller in
this Agreement shall survive (for a period of eighteen (18) months following the
Closing) and not be merged into the documents of conveyance, and shall be
enforceable after the Closing. The CDA and Seller shall indemnify the other
against any breach by such party.
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N. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same document. A signature page to any counterpart may
be detached from such counterpart without impairing the legal effect of the
signatures thereon, and thereafter attached to another counterpart identical thereto
except having attached to it additional signature pages.
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Dated: ROSEMOUNT PORT AUTHORITY
Seller
By
Jeff Weisensel
Its Chair
By
Daniel Wolf
Its Vice Chair
•
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Dated: DAKOTA COUNTY COMMUNITY
DEVELOPMENT AGENCY
Purchaser
By
Mark Ulfers
Its Executive Director
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EXHIBIT A
Legal Description
That part of Lot 14, Auditor's Subdivision No. 27, Rosemount, Dakota County, Minnesota, described as
follows: Commencing at a point on the East line of the Southwest Quarter(SW1/4) of Section 29,
Township 115, Range 19, said point being 956.5 south of the Northeast corner of said Southwest
Quarter (SW1/4), which point is also on the South line of Maple Street as opened by the Village of
Rosemount; thence West, parallel to the North line of said Southwest Quarter(SW1/4), 200 feet; thence
South 290 feet; thence East 200 feet to the East line of said Southwest Quarter(SW1/4); thence North,
along said East line, 290 feet to the point of beginning;
which lies easterly of a line run parallel with and distant 75 feet westerly of Line 1 descrthed
below and westerly of a line run parallel with and distant 50 feet westerty of Line 2 described
below;
Line 1. Segllnning at a point on the south line of said Section 29, distant 367 feet west
of the south quarter corner thereof; thence run northeasterly at an angle of 65
28 minutes from said south section the (measured from east to north)
for 787.3 thence deflect to the left on a 06 degree 30 minute mire (delta
angle 23 degrees 03 minutes) for 354.6 feet; thence on tanwant to said curve for
800 feet and there terminating;
Line 2, Commencing at tiv south quarter er of said Section 29 thence westerly on
an azimuth of 269 degrees minutes 56 nds eking the south line thereof
for 383.02 feet to the point of beginning of Line 2 to be gibed; thence on an
azimuth of 23 degrees 39 minutes 13 seconds for 756.07 feet; thence deflect to
the left on a tangential curve, having a radius of 88148 feet and a delta angle of
23 degrees 03 minutes 32 seconds,for 354.78 feet, thence on tangent to said
curve for 100.00 feet and there terminating;
And
T -°• A A strip of` . 50 si •• ,,,side Othe center 6.ve of T
the as the same is �• 3�• �; .•a of '�� • aF • ,
1
1921, «'. i.? t ol`ffie -• °• "`' Q of • 29, T• :- gs
!as
116 North, R 19 the • •: County; ,q _.� : :na'• center Wu •
• s - • • • �'4 g.,...-s • a• the n�and tl• • said •
from the kw of .= rem . . .# for .6 ; • • •°.' « to
i a .,='a .'r ..yes:
1146 28 )frx 4tet 7 .* r .3, «. to . . curve fot • .,,,2 -«'' 3r a
• . .& on s. line c4 . 301.5 west of the • r« a .- ,
et of _.- ;aft tho .... # • . n the . Half of the
0 .. of ','Mel N+° 21)x T. ,_ .:' "• 115 North,'TAM:' • -. 19 a...,.. anti ;a pal of
, • c• rx ' ,- ..r' . 1,Rosoncwatt .2 • to the plat •_ on• 0 record in the ■' 0 th0 the *'• *et s'for saki a'
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winch of a ti • 84 and •az - 50 westerly of .6_. 1 .., -• . •
e , s• + , cat Ole rty eaten sn+)f eve . s y of lot 1. td 1 EVENSON
• . .:•, at the SOtithafti of Lot
1
• 1 a •, • Fc at the • :: coiner of said Sectiori : . _ co
art : • • • degrees 06 r rt .x, ,56 aenstithi stony.efliZt :. 4 kiwi et •
fcw .4,02 Vie a . _. x e, of 1 _.
•, h tat' 36 13 eamocks tlx 766,07 tetc*.;
lit.lett on a • . : • a ;y.= . a1881 At3 and a • .at Of
23 • _ O3 mi n 32 : . :.. .as tor 35415 theme tat tang t ►
cur e fix'700.00 feet artd
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