HomeMy WebLinkAbout10G - Easements for Ring Road CITY COUNCIL AGENDA REPORT
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MEETING DATE: March 17, 2003
AGENDA #: 10G
PREPARED BY: Frank Boyles, City Manag
AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION APPROVING ACQUISITION OF
PARCELS A AND B FROM WELLS FARGO FOR THE RING ROAD AND
AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE ALL
DOCUMENTS TO EFFECTUATE THE PURCHASE.
DISCUSSION: History: The City's Capital Improvement Program has long called for the
construction of a frontage road from Franklin Trail to CSAH 23 / 170TM Street to
improve access to the commercial / retail properties in this area. The first
segment of the road was construction through the Park Nicollet property in
conjunction with the Keystone project. Plans and specifications have now been
completed for Phases II and III ofthe road which will complete construction from
the Park Nicollet property to CSAH 23 / 170th Street. The staff has been in the
process of acquiring the right-of-way needed to complete the roadway. We have
been successful in acquiring a portion of the Borka property, and have acquired
the Thrift Store parcel. The Council recently authorized condemnation of all
remaining properties. The staff has nonetheless continued to negotiate the
acquisition of the required properties.
Current Circumstances: Wells Fargo Bank owns two parcels. For each parcel, the
City requires both a permanent easement and temporary easement for
construction purposes. We have identified the amount of land required
permanently and temporarily for each based upon the construction plans.
Parcel A: We have agreed to purchase a permanent easement on Parcel A for
$74,850. Of this amount, $4850 is attributable to severance damages, and $3984
attributable to temporary construction easement.
Parcel B: The City has offered $40,667 for this parcel of which $265 is for
temporary easement.
The total purchase amount of Parcels A and B is $115,517. Attached is a
purchase and easement agreement prepared by the City Attorney's office for
these parcels.
ISSUES: The value of the permanent easement is in accordance with our appraisal price.
This is important as it will establish a value for the remaining parcels. This
purchase is also important as it is one less which will require additional court
costs and time.
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
h\COUNCIL~,GNRPTS~2003\PARCELS 3 &
In the case of Parcel B, the owner of Priordale Mall has an easement over the
parcel for access purposes. The Court will determine the value of that easement.
ALTERNATIVES: (1) Approve Resolution 03-XX Authorizing the Acquisition of Parcels A and B
from Wells Fargo at a cost not to exceed $115,517 and authorizing the
Mayor and City Manager to execute the pre-requisite documents.
(2) Take no action.
RECOMMENDED
MOTION: Alternative (1).
h\COUNCIL~AGNRPTS\2003\PARCELS 3 & 4 OF RING ROAD.DOC
RESOLUTION 03-XX
RESOLUTION AUTHORIZING ACQUISITION APPROVING
ACQUISITION OF PARCELS A AND B FROM WELLS FARGO FOR ROADWAY PURPOSES,
AND AUTHORIZING THE MAYOR AND CITY MANAGER EXECUTE
ALL DOCUMENTS TO EFFECTUATE THE PURCHASE.
MOTION BY: SECOND BY:
Whereas, pursuant to Resolution 03-13, the City Council accepted the Feasibility Report and
setting a public hearing on the CSAH 23 / Five Hawks / TH13 / 170th Street / Tower
Street (Ring Road Phase 3) Improvement Project (City Project #02-06); and
Whereas, the City Council has previously determined that permanent and temporary easements
across the property commonly knoWn as the Wells Fargo Bank site (the legal
descriptions of which are attached hereto), are necessary for public purpose for the
construction of the roadway improvements; and
Whereas, on February 3, 2003, the City Council initiated a condemnation action for the necessary
property interests by Resolution 03-18; and
Whereas, prior to completing the condemnation action, staff and property owner have
successfully negotiated terms for the purchase of said easement interests.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA,
1. The recitals set forth above are incorporated herein.
2. The acquisition of the property is hereby approved, and funds for this purchase shall be drawn
from the Collector Street Fund in an amount not to exceed $115,517.
3. The Mayor and City Manager are hereby authorized to execute all necessary documents to
effectuate the closing of the transaction.
4. Upon final closing of the transaction, the City Attorney is hereby authorized to remove said
parcels from the condemnation action.
Passed and adopted this 17th day of March, 2003.
YES NO
Haugen Haugen
Blomberg Blomberg
LeMair LeMair
Petersen Petersen
Zieska Absent Zieska Absent
Frank Boyles, City Manager
Prior Lake, Minnesota 55372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made effective as of
March __, 2003, by and between the City of Prior Lake, a Minnesota municipal
corporation, with offices at 16200 Eagle Creek Avenue SE, Prior Lake, Minnesota
("Buyer"), and Wells Fargo Bank Minnesota, N.A., a national banking association,
whose address is cio Wells Fargo Properties, Inc., MAC N9305-19B, Wells Fargo
Center, Sixth & Marquette, 19th Floor, Minneapolis, Minnesota 55479 ("Seller").
IN CONSIDERATION of the promises and covenants contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer agree as follows:
1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy
from Seller the real property located in Prior Lake, Minnesota, and legally described in
the attached Exhibit A, together with all improvements, easements and rights benefiting
or appurtenant thereto (collectively referred to as the "Property" and sometimes
hereinafter referred to as "Parcel A" and "Parcel B").
2. Purchase Price and Manner of Payment. The total purchase price (the
"Purchase Price") to be paid by Buyer to Seller for Parcel A and Parcel B shall be One
Hundred Fifteen Thousand Five Hundred Seventeen and 00/100 Dollars ($115,517.00)
allocated as follows:
a. For Parcel A: Seventy Four Thousand Eight Hundred Fifty and 00/100
Dollars ($74,850.00), of which Four Thousand Eight Hundred Fifty Dollars
($4,850.00) is attributable to severance damages and Three Thousand,
Nine Hundred Eighty Four and 00/100 Dollars ($3,984.00) is attributable
to the rights granted to Seller under that certain Right-of-Entry / Waiver of
Trespass Agreement to be entered into by and between Seller and Buyer
in connection with Parcel A (the "Parcel A Construction Easement
Agreement"), and as further described under Section 4(a)(vi) below; and
b. For Parcel B: Forty-Thousand Six Hundred and Sixty-Seven and 00/100
Dollars ($40,667.00), of which Two Hundred Sixty Five and 00/100 Dollars
($265.00) is attributable to the rights granted to Seller under that certain
Right-of-Entry / Waiver of Trespass Agreement to be entered into by and
between Seller and Buyer in connection with Parcel B (the "Parcel B
Construction Easement Agreement"), and as further described under
Section 4(a)(vi) below.
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c. The Purchase Price shall be payable in the following manner:
(i) $5,000.00 as earnest money (the "Earnest Money") which shall be
deposited with such title insurance company as may be designated by
Buyer (the "Title Company" ).
(ii) The balance in cash or by wire transfer on the Date of Closing (as
defined in Paragraph 4 of this Agreement).
3. Acceptance Deadline. The offer to purchase contained in this
Agreement (the "Offer") shall be revoked and shall be null and void on Tuesday, March
18, 2003 at 11:59 p.m. (the "Acceptance Deadline"), unless Buyer and Seller has
accepted the Offer by the Acceptance Deadline. In order to constitute acceptance of
the Offer, Seller and Buyer must execute this Agreement and provide a copy of the fully
executed Agreement to Buyer in the manner provided for giving notices specified in
Paragraph 17 of this Agreement.
4. Closincj and Possession. The closing of the purchase and sale
contemplated by this Agreement (the "Closing") shall be on or before April 17, 2003, or
such other date as may be mutually agreed to by the parties (the "Date of Closing" or
"Closing Date"). The Closing shall take place at the offices of the Title Company or at
such other place as may be agreed to by the parties. The parties shall deliver the
following documents at Closing:
a. Seller's Closinq Documents. On the Closing Date, Seller shall execute
and deliver to Buyer the following (collectively, "Seller's Closing
Documents"):
i. Warranty Deed. The Warranty Deed, free and clear of all
encumbrances, liens, covenants, conditions, easements,
restrictions, reservations, and assessments, except as shown in
the attached Exhibit B (the "Permitted Encumbrances"). Seller
must comply with all necessary requirements in order to perfect the
conveyance of the property, including but not limited to lot split
requirements of the City of Prior Lake and/or Scott County.
ii. Seller's Affidavit. An Affidavit of Title by Seller indicating that on
the Closing Date 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.
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iii. FIRPTA Affidavit. A non-foreign affidavit, properly executed and in
recordable form, containing such information as is required by IRC
Section 1445(b) (2) and its regulations.
iv. Abstract of Title. The Abstract of Title to the property adjacent to
the Property and owned by Seller must be provided in order for the
Title Company to prepare a stub abstract for the Property to be
purchased at Buyer's sole cost and discretion.
v. Well Certificate. If there is a well located on the Property, a Well
Disclosure Certificate signed by Seller in the form required by law.
vi. Construction Easement Aqreements. Seller must execute the
Parcel A Construction Easement Agreement and Parcel B
Construction Easement Agreement, both in the forms attached
hereto as Exhibit C and Exhibit D, respectively, which allow Buyer
to enter upon the property, legally described in Exhibits "B" of said
Construction Easement Agreements, for the construction of that
certain Ring Road located in the City of Prior Lake, Minnesota and
to perform certain related improvements to the Property.
vii. Title Documents. Seller will provide all other documents necessary
as determined by the Title Company in order to provide clear and
marketable title to Buyer, including but not limited to a Warranty
Deed to Seller from Buyer, or such other person or entity that holds
the fee title to the Property, free and clear of all encumbrances,
liens, covenants, conditions, easements, restrictions, reservations
and assessments, except the Permitted Encumbrances. Costs and
recording fees for said documents will be borne by Seller.
b. Buyer's Closinq Documents. On the Closing Date, Buyer will execute and
deliver to Seller the following (collectively, "Buyer's Closing Documents"):
i. Purchase Price. The sum of One Hundred Ten Thousand Five
Hundred Seventeen and 00/100 Dollars ($110,517.00) and 00/100
Dollars ($110,517.00).
ii. Title Documents. Such Affidavits of Purchaser, Certificates of
Value or other documents as may be reasonably required in order
to record Seller's Closing Documents.
5. Possession of Pror)ert¥. Seller shall vacate the Property as of the
Closing Date.
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6. Prorations. Seller and Buyer agree to the following allocations of costs
regarding this Agreement.
a. Seller's Closinq Costs. Seller shall pay (i) the cost of obtaining and
recording any documents necessary to make title to the Property
marketable as provided in this Agreement; and (ii) the cost of the title
insurance commitment as provided in this Agreement, (iii) the cost of
preparing Seller's Closing Documents, (iv) any other cost or expenses
allocated to Seller under this Agreement.
b. Buyer's Closinq Costs. Buyer shall pay (i) the cost of preparing Buyer's
Closing Documents, (ii) the total closing fee charged by the Title
Company, (iii) the premium for any title insurance policy purchased by
Buyer, and (iv) any other cost or expense allocated to Buyer under this
Agreement.
c. Real Estate Taxes and Special Assessments.
i. General real estate taxes payable in 2002 and all prior years, plus
penalties and interest, if any, shall be paid by Seller. Real estate
taxes payable in 2003 shall be prorated between Buyer and Seller
as of the Closing Date.
ii. Buyer shall pay all special assessments levied, pending, or
constituting a lien against the Property as of the Closing Date, if
any, including without limitation any installments of special
assessments (including interest) payable with general real estate
taxes in 2003 (the "Special Assessments" ).
d. Miscellaneous.
i. In addition to those costs and expenses allocated to and/or to be
paid or assumed by Seller pursuant to this Agreement, Seller
agrees to pay any other closing costs and expenses customarily
paid by sellers and Buyer agrees to pay any other closing costs
and expenses customarily paid by buyers.
ii. Seller hereby indemnifies Buyer for any claim, cost, or damage
related to any brokerage fee due because of this Agreement.
iii. All rents and interest, and all charges for city water, city sewer,
natural gas, fuel oil, liquid petroleum gas, electricity, garbage
removal, and other operating costs, if any, shall be prorated
between the parties as of the Date of Closing.
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CM: 20245.0002
7. Title Evidence. As soon as reasonably possible but no later than ten (10)
days after the date of this Agreement, Seller shall, at Seller's sole cost and expense,
deliver the following to Buyer (collectively, the "Title Evidence" ):
a. A commitment by the Title Company to issue an ALTA Form B 1990
Owner's Policy of Title Insurance, in an amount equal to the Purchase
Price, to insure Buyer's title to the Property (the "Title Commitment"),
including copies of documents referenced in Schedule B thereof. The
Title Commitment shall have an effective date of no earlier than the date
of this Agreement. The Title Commitment shall include affirmative
coverages for appurtenant easements, if any. The Title Commitment shall
obligate the Title Company to delete standard exceptions from the Title
Commitment and the policy upon the Title Company's receipt of a
satisfactory survey of the Property, a seller's affidavit in the form
described in Paragraph 4a(ii) and any documentation described in
Paragraph 4b(ii).
b. Within ten (10) days of the date of this Agreement, Seller shall deliver to
Buyer a copy of any survey of the Property in Seller's Possession. Buyer
may, at Buyer's sole cost and expense, have a current survey of the
Property prepared by a surveyor registered under the laws of State of
Minnesota. Such survey shall be certified to Buyer and the Title
Company, and the certification language shall be reasonably acceptable
to Buyer (the "Survey"). The Survey shall meet the 1999 Minimum
Standard Detail Requirements for ALTA/ACSM Title Surveys.
8. Title Examination, Title Corrections and Remedies. Within ten (10)
business days of Buyer's receipt of the Title Evidence, Buyer shall deliver
written objections thereto to Seller (the "Objections"). If Buyer makes
any such Objections to title pursuant to this paragraph, Seller shall have
the right, but not the obligation, to cure any such Objection. Seller shall
provide Buyer with notice within ten (10) days of Seller's receipt of any
such Objection stating whether it intends to cure any such objection. If
Seller elects to cure any such objection, Seller shall have the right to
delay the closing by up to thirty (30) days.
If Seller elects not to or fails to cure any such Objection within said thirty
(30) day period, Buyer shall have the option to:
i. Rescind this Agreement by notice as provided herein, in which
case the Agreement shall be null and void and the Earnest Money
shall be refunded to Buyer; or
ii. Waive the Objection and proceed to closing with a credit
adjustment to the Purchase Price in the amount of Buyer's cost to
cure such Objection. Upon correction of title or waiver of the
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specified Objections by Buyer, Closing shall be held on the later of
the Date of Closing (as defined in Paragraph 4) otherwise
established pursuant to this Agreement or the date occurring ten
(10) days after the date title Objections are cured or waived.
9. Inspections. Buyer may perform such inspections of the Property as
Buyer, in Buyer's sole discretion, deems appropriate (the "Inspections"). The
Inspections shall be done at Buyer's sole cost and expense. Buyer and Buyer's agents
shall have the right, upon reasonable advance notice to Seller, to go upon the Property
to perform the Inspections.
10. Representations and Warranties by Seller. Seller makes the following
representations to Buyer as of the date of this Agreement and as of the Date of Closing:
a. Authority. Seller represents and warrants to Buyer that Seller has the
requisite power and authority to enter into this Agreement and Seller's
Closing Documents to be signed by Seller; that the execution, delivery
and performance by Seller of such documents do not conflict with or result
in violation of any judgment, order, or decree of any court or arbiter to
which Seller is a party; and such documents are valid and binding
obligations of Seller, and are enforceable in accordance with their terms.
b. Title to Property. Seller owns or will own on the Closing Date, the
Property free and clear of all encumbrances, liens, covenants, conditions,
easements, restrictions, reservations, and assessments, except the
Permitted Encumbrances.
c. Assessments. Seller has received no notice of actual or threatened
special assessments or reassessments of the Property, other than those
potential assessments from the construction of the Ring Road.
d. Environmental Laws. To the best of Seller's knowledge, no toxic or
hazardous substances or wastes, pollutants or contaminants (including,
without limitation, asbestos, urea formaldehyde, the group of organic
compounds known as polychlorinated biphenyls, petroleum products
including gasoline, fuel oil, crude oil and various constituents of such
products, and any hazardous substance as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980
("CERCLA", 42 U.S.C. {}9601-9657, as amended) have been generated,
treated, stored, released or disposed of, or otherwise placed, deposited in
or located on the Property, nor has any activity been undertaken on the
Property that would cause or contribute to (i) the Property becoming a
treatment, storage or disposal facility within the meaning of, or otherwise
bring the Property within the ambit of, the Resource Conservation and
Recovery Act of 1976 ("RCRA"), 42 U.S.C. §6901 et. seq., or any similar
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state law or local ordinance, (ii) a release or threatened release of toxic or
hazardous wastes or substances, pollutants or contaminants, 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 (iii) the
discharge or pollutants or effluents into any water source or system, the
dredging or filling of any waters or the discharge into the air of any
emissions, that would require a permit under the Federal Water Pollution
Control Act, 33 U.S.C. §1251 et. seq., or the Clean Air Act, 42 U.S.C.
§7401 et. seq., or any similar state law or local ordinance, except as
disclosed in the reports of Agassiz Environmental Systems and Midwest
Analytical Services. To the best of Seller's knowledge, there are no
substances or conditions in or on the Property that may support a claim or
cause of action under RCRA, CERCLA or any other federal, state or local
environmental statutes, regulations, ordinances or other environmental
regulatory requirements, including without limitation, the Minnesota
Environmental Response and Liability Act, Minn. Stat. § 115B (" MERLA")
and the Minnesota Petroleum Tank Release Cleanup Act, Minn. Stat.
§115C, except as disclosed in the reports of Agassiz Environmental
Systems and Midwest Analytical Services.
e. Rights of Others to Purchase Property. There are no unrecorded
mortgages, contracts, purchase agreements, options, rights of first
refusal, leases, easements or other agreements or interests relating to the
Property and there are no persons in possession of any portion of the
Property, except as may be disclosed by the Title Evidence;
f. Seller's Defaults. Seller is not in default in the performance of any of
Seller's obligations or liabilities under any easement agreement,
covenant, condition, restriction or other instrument relating to the Property.
g. 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.
h. Proceedings. There is no action, litigation, investigation, condemnation or
proceeding of any kind pending or, to the best knowledge of Seller,
threatened against Seller or the Property.
i. Wells. Seller certifies that Seller does not know of any "Wells" on the
described Property within the meaning of Minn. Stat. §1031. This
representation is intended to satisfy the requirements of that statute.
j. Private Sewer Systems. Seller certifies that Seller does not know of any
private sewer system on or serving the Property, nor have any been
installed or removed during Seller's ownership of the Property.
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CM: 20245.0002
k. Compliance. To the best of Seller's knowledge, the Property fully
conforms with all applicable statutes, laws, codes, ordinances and
restrictions including all zoning, platting, subdivision and use laws and all
building, energy and environmental codes and regulations. To the best of
Seller's knowledge, all improvements are located entirely within the
boundary lines of the Property and do not encroach upon any adjacent
property and no improvements on any adjacent property encroach upon
the Property.
I. Access. To the best of Seller's knowledge, the Property abuts on and has
direct vehicular access to a public road or has driveway access to public
roads by permanent, irrevocable easements which will be conveyed to
Buyer on the date of closing, and Seller has no knowledge of any fact or
condition which would result in the termination of such access.
m. Utilities. Seller has received no notice of actual or threatened reduction or
curtailment of any utility service now supplied to the Property. To the best
knowledge of Seller, all utility lines reach the boundaries of the Property
through public rights-of-way or valid private easements, the interest of
Seller in which shall be assigned by Seller to Buyer on the Closing Date.
n. Storage Tanks. To the best knowledge of Seller, no storage tanks are
located under, in, or about the Property, and no storage tanks have been
located under, in, or about the Property and subsequently been removed
or filled.
Seller will indemnify Buyer, and Buyer's successors and assigns, against, and will hold
Buyer, and Buyer's successors and assigns, harmless from, any expenses or
damages, including reasonable attorney's fees, that Buyer incurs because of the
breach of any of the above representations and warranties, whether such breach is
discovered before or after Closing. Consummation of this Agreement by Buyer with
knowledge of any such breach by Seller will not constitute a waiver or release by Buyer
of any claims due to such breach. Each of the representations and warranties set forth
above shall survive the Closing.
Buyer agrees to accept the Property in "as is" condition, except as may be provided
elsewhere in this Agreement.
11. Representations and Warranties of Buyer. Buyer represents and
warrants to Seller that Buyer is a duly organized municipal corporation under the laws
of the State of Minnesota; that Buyer is duly qualified to transact business in the State
of Minnesota; that Buyer has the requisite power and authority to enter into this
Agreement and Buyer's Closing Documents to be signed by Buyer; such documents
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have been, or will have been by the Date of Closing, duly authorized by all necessary
action on the part of Buyer and have been duly executed and delivered; that the
execution, delivery and performance by Buyer of such documents do not conflict with or
result in violation of Buyer's governing documents or any judgment, order, or decree of
any court or arbiter to which Buyer is a party; and such documents are the valid and
binding obligations of Buyer and enforceable in accordance with their terms.
Buyer will indemnify Seller, and Seller's successors and assigns, against, and
will hold Seller, and Seller's successors and assigns, harmless from, any expenses or
damages, including reasonable attorney's fees, that Seller incurs because of the
breach of any of the above representations and warranties, whether such breach is
discovered before or after Closing. Consummation of this Agreement by Seller with
knowledge of any such breach by Buyer will not constitute a waiver or release by Seller
of any claims due to such breach. Each of the representations and warranties set forth
above shall survive the Closing.
12. Buyer's Contingencies. The obligations of Buyer under this Agreement
are contingent upon each of the following:
a. Representations and Warranties. The representations and warranties of
Seller contained in this Agreement shall be true at the time this
Agreement is executed and on the Closing Date as if made on the Closing
Date.
b. Title. Title shall have been found acceptable, or been made acceptable,
in accordance with the requirements and terms of this Agreement.
c. Performance of Seller's Obliqations. Seller shall have performed all of the
obligations required to be performed by Seller under this Agreement, as
and when required by this Agreement.
d. Survey. Buyer shall be satisfied, in Buyer's sole discretion, with the
Survey.
e. Inspections. The results of any Inspections shall be satisfactory to Buyer, in
Buyer's sole discretion.
Unless each of the above contingencies is satisfied, removed, or waived by Buyer one
day before the Date of Closing, Buyer shall have the right to cancel this Agreement by
giving Seller written notification of Buyer's election to so cancel. Upon delivery of such
written notification, this Agreement shall be null and void, and Seller and Buyer agree to
execute a cancellation of this Agreement.
13. Operation Prior to Closing. During the time period between the date of
this Agreement and the Closing Date (the "Executory Period"), Seller shall operate and
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maintain the Property in the ordinary course of business in accordance with prudent
and reasonable business standards. Seller shall execute no contracts, leases, or other
agreements regarding the Property during the Executory Period which extend beyond
the Closing Date without the prior written consent of Buyer, which consent may be
withheld by Buyer, in Buyer's sole discretion.
14. Brokers. Buyer is not represented by any broker. Seller shall bear the
responsibility for any brokerage fee on its behalf.
15. Survival. All of the terms, conditions, representations, warranties, and
indemnifications contained in this Agreement shall survive and be enforceable after the
Closing.
16. Notices. Any notice required or permitted to be given by either party
upon the other is given in accordance with this Agreement if notice is directed to Seller
by delivering notice personally to any one of the undersigned of sellers; or if notice is
directed to Buyer, by delivering notice personally to any one of the undersigned buyers;
or if mailed in a sealed wrapper, properly addressed, by United States registered or
certified mail, return receipt requested, postage prepaid; or if transmitted by facsimile,
copy followed by mailed notice as above required; or if deposited cost paid with a
nationally recognized, reputable overnight courier, properly addressed as follows:
If to Seller: Wells Fargo Bank Minnesota, N.A.
c/o Wells Fargo Properties, Inc.
MAC N9305-19B
Wells Fargo Center
Sixth & Marquette, 19th Floor
Minneapolis, Minnesota 55479
Attention: Mr. Harold P. Richey
If to Buyer: City of Prior Lake
16200 Eagle Creek Avenue SE
Prior Lake, MN 55372
Attn: Frank Boyles, City Manager
with a copy to: Suesan L. Pace, Esq., City Attorney for City of Prior Lake
HALLELAND, LEWIS, NILAN SIPKINS & JOHNSON
600 Pillsbury Center South
220 South Sixth Street, Suite 600
Minneapolis, MN 55402-4501
Notices shall be deemed effective on the earlier of the date of receipt or the date of
deposit as aforesaid; provided, however, that if notice is given by deposit, that the time
for response to any notice by the other party shall commence to run one (1) business
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day after any such deposit. Any party may change its address for the service of notice
by giving written notice of such change to the other party, in any manner above
specified, ten (10) days prior to the effective date of such change.
17. Miscellaneous Governing Provisions. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs, legatees,
representatives, successors, and assigns. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Minnesota. No failure on the
part of a party to this Agreement to exercise, and no delay in exercising, any rights
contained in the Agreement shall operate as a waiver of such rights, nor shall any
single or partiaI exercise of any rights hereunder preclude any other or further exercise
of such rights or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any other remedy provided by law or
equity. All terms and words used in this Agreement shall be construed to include any
other number and any other gender as the context or sense of this Agreement or of any
paragraph of this Agreement may require as if such terms or words had been fully and
properly written in the appropriate number and gender. Any exhibits to this Agreement
are a part of this Agreement. Captions are provided for convenience and ease of
reference only and do not affect or modify the terms of any of the provisions of this
Agreement. All of the provisions of this Agreement are separable, so if any provision of
this Agreement is held to be ineffective by a court of competent jurisdiction, the
remaining provisions of this Agreement shall remain in full force and effect unless the
invalidated provision is so fundamental to this Agreement that the remaining provisions
do not reflect the parties' intent. This Agreement contains the entire agreement of the
parties with respect to the subject matter of this Agreement and supersedes any and all
prior Agreements and understanding between the parties with respect to the same. The
terms of this Agreement have been cooperatively negotiated by and among the parties
hereto, and this Agreement shall not be construed against any party hereto as its
author. This Agreement may be modified only by a written instrument executed by both
parties. There are no third party beneficiaries of this Agreement, intended or otherwise.
Time is of the essence for each and every term of this Agreement. This Agreement
may be executed in counterparts and, upon execution, each counterpart shall be
considered an original.
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the date first written above.
SELLER: BUYER:
WELLS FARGO BANK MINNESOTA, N.A. CITY OF PRIOR LAKE
By Wells Fargo Properties, Inc., agent for
Wells Fargo Bank Minnesota, N.A. By:
Jack G. Haugen, Mayor
By:
DN: 179265 Ver: 2 1 '1
CM: 20245.0002
Harold P. Richey By:
Its: Senior Vice President
Frank Boyles, City Manager
DN: 179265 Ver: 2
CM: 20245.0002
EXHIBIT A
Parcel A
Lot 1, Block 1, Brooksville Center 2nd Addition, according to said plat on file and of
record in the Office of the County Recorder, Scott County, Minnesota.
Which lies within the following permanent easement for street, utility and drainage
purposes:
That part of Lot 1, Block 1, Brooksville Center 2n~ Addition, according to said plat on file
and of record in the office of the County Recorder, Scott County, Minnesota, which lies
Southerly and Westerly of the following described line:
Commencing at the Southeast corner of said Lot 1; thence North 11 degrees 28
minutes, 19 seconds West, assumed bearing along the East line of said Lot 1, a
distance of 83.60 feet to the point of beginning of said line to be hereinafter described;
thence North 89 degrees 23 minutes 14 seconds West a distance of 24.03 feet; thence
Westerly a distance of 80.70 feet along a tangential curve concave to the South having
a radius of 224.00 feet and a central angle of 20 degrees 38 minutes 31 seconds;
thence North 21 degrees 15 minutes 20 seconds West, not tangent to the last
described curve, a distance of 45.73 feet to the Westerly line of said Lot 1 and the said
line there terminating.
DN: 179265 Ver: 2 EXHIBIT A, Page 1
CM: 20245.0002
EXHIBIT A
(continued)
Parcel B
That part of the West Half of the Southeast Quarter and that part of the East Half of the
Southwest Quarter of Section 2, Township 114, Range 22, Scott County, Minnesota
described as follows:
Beginning at the southeast corner of Lot 1, Block 1, BROOKSVILLE CENTER 2ND
ADDITION, Scott County, Minnesota; thence North 12 degrees 08 minutes 08 seconds
West along the easterly line of said Lot 1, a distance of 419.74 feet to the northeast
corner of said Lot 1; thence North 61 degrees 16 minutes 31 seconds East a distance
of 25.00 feet; thence South 24 degrees 23 minutes 40 seconds East a distance of
463.22 feet to the northeast corner of Lot 2, Block 1, of said plat; thence westerly along
the north line of said Lot 2, a distance of 125.00 feet to the point of beginning.
This lies within the following permanent easement for street, utility and drainage
purposes:
That part of the West Half of the Southeast Quarter and that part of the East Half of the
Southwest Quarter of Section 2, Township 114, Range 22, Scott County, Minnesota
described as follows:
Beginning at the southeast corner of Lot 1, Block 1, BROOKSVILLE CENTER 2ND
ADDITON, Scott County, Minnesota; thence North 12 degrees 08 minutes 08 seconds
West along the easterly line of said Lot 1, a distance of 419.74 feet to the northeast
corner of said Lot 1; thence North 61 degrees 16 minutes 31 seconds East a distance
of 25.00 feet; thence South 24 degrees 23 minutes 40 seconds East a distance of
463.22 feet to the northeast corner of Lot 2, Block 1, of said plat; thence westerly along
the north line of said Lot 2, a distance of 125.00 feet to the point of beginning, which
lies Southerly of the following described line:
Commencing at the Southeast corner of said Lot 1; thence North 11 degrees 28
minutes 19 seconds West assumed bearing along the Easterly line of said Lot 1, a
distance of 83.60 feet to the point of beginning of said line to be hereinafter described;
thence Easterly a distance of 99.36 feet along a non-tangential curve concave to the
North having a radius of 279.00 feet and a central angle of 20 degrees 24 minutes 15
seconds, the chord of said curve bears North 79 degrees 35 minutes 13 seconds East,
to the East line of the above described parcel and the said line there terminating.
DN: 179265 Ver: 2 EXHIBIT A, Page 2
CM: 20245.0002
EXHIBIT B
PERMITTED ENCUMBRANCES
1. Covenants, conditions, easements, restrictions, and reservations of record
approved in writing by Buyer.
2. Real estate taxes not due and payable.
DN: 179265 Ver: 2 EXHIBIT B
CM: 20245.0002
EXHIBIT C
PID:
Project No.: 01-01
PARCEL A
RIGHT OF ENTRY / WAIVER OF TRESPASS
THE UNDERSIGNED, the owner of certain land in the City of Prior Lake, Minnesota,
who is the owner and the person(s) with the right to grant entry to the Subject Property
(as hereafter defined), does hereby consent and grant unto the CITY OF PRIOR LAKE,
Minnesota ("City"), its contractors, agents and assigns, the irrevocable right to enter
upon the Subject Property and to commence construction and all activities related
thereto, for the purposes of constructing Ring Road (City Project No. 01-01) as generally
described on Exhibit A attached hereto and appurtenant work over, under, on, and
across the Subject Property as depicted on the plans for the above referenced
improvement project as described on Exhibit A and in connection with the real property
("Subject Property") legally described as follows:
LEGAL DESCRIPTION,
Described on Exhibit B attached hereto.
Scott County, Minnesota.
The primary purpose for which the City is entering into this Right of Entry/Waiver of
Trespass is to allow access to construct a public roadway and appurtenant work on the
Subject Property. The disturbed yard area of the Subject Property will be restored with
topsoil and sod. The disturbed driveway area of the Subject Property will be restored
with new bituminous of the same type as exists.
By accepting this Right of Entry/Waiver of Trespass, the City acknowledges that it is
entering upon the Subject Property at its own risk and agrees it will hold the
undersigned harmless from any claim resulting from the City's activities described
herein. It is further understood that this Waiver does not constitute a waiver on behalf
of the owner or persons of interest in the Subject Property to any claim for damages for
the removal of trees, brush, crops, or for the acquisition of permanent easements over
the above described property by the City, its agents and assigns. The undersigned
waives all claims against the City, its contractors, agents and their respective
successors and assigns, for any damage to the Subject Property caused by the
construction described on Exhibit A, except as reserved above.
This Right of Entry/VVaiver of Trespass expires upon completion of City Project No. 01-
01, but in any case no later than
DN: 179265 Ver: 2 EXHIBIT C, Page 1
CM: 20245.0002
Dated this day of April, 2003.
PROPERTY OWNER(S): WELLS FARGO BANK MINNESOTA, NA
By Wells Fargo Properties, Inc., agent for
Wells Fargo Bank Minnesota, N.A.
By:
Harold P. Richey
Its: Senior Vice President
DN: 179265 Ver: 2 EXHIBIT C, Page 2
CM: 20245.0002
EXHIBIT "A"
TO
PARCEL A
RIGHT-OF-ENTRY / WAIVER OF TRESPASS
Lot 1, Block 1, Brooksville Center 2nd Addition, according to said plat on file and of
record in the Office of the County Recorder, Scott County, Minnesota.
Which lies within the following permanent easement for street, utility and drainage
purposes:
That part of Lot 1, Block 1, Brooksville Center 2"~ Addition, according to said plat on file
and of record in the office of the County Recorder, Scott County, Minnesota, which lies
Southerly and Westerly of the following described line:
Commencing at the Southeast corner of said Lot 1; thence North 11 degrees 28
minutes, 19 seconds West, assumed bearing along the East line of said Lot 1, a
distance of 83.60 feet to the point of beginning of said line to be hereinafter described;
thence North 89 degrees 23 minutes 14 seconds West a distance of 24.03 feet; thence
Westerly a distance of 80.70 feet along a tangential curve concave to the South having
a radius of 224.00 feet and a central angle of 20 degrees 38 minutes 31 seconds;
thence North 21 degrees 15 minutes 20 seconds West, not tangent to the last
described curve, a distance of 45.73 feet to the Westerly line of said Lot 1 and the said
line there terminating.
DN: 179265 Ver: 2 EXHIBIT C, Page 3
CM: 20245.0002
EXHIBIT "B"
TO
PARCEL A
RIGHT-OF-ENTRY / WAIVER OF TRESPASS
A strip of land 5.00 feet in width over that part of said Lot 1 (as described in Exhibit A
hereto), the Southerly and Westerly line of said strip of land is contiguous with the
Northerly and Easterly line of the permanent easement described in Exhibit A hereto.
Said strip of land is to extend by its full width from said Easterly to said Westerly.
DN: 179265 Ver: 2 EXHIBIT C, Page 4
CM: 20245.0002
EXHIBIT D
PID:
Project No.: 01-01
PARCEL B
RIGHT OF ENTRY / WAIVER OF TRESPASS
THE UNDERSIGNED, the owner of certain land in the City of Prior Lake, Minnesota,
who is the owner and the person(s) with the right to grant entry to the Subject Property
(as hereafter defined), does hereby consent and grant unto the CITY OF PRIOR LAKE,
Minnesota ("City"), its contractors, agents and assigns, the irrevocable right to enter
upon the Subject Property and to commence construction and all activities related
thereto, for the purposes of constructing Ring Road (City Project No.01-01) as generally
described on Exhibit A attached hereto and appurtenant work over, under, on, and
across the Subject Property as depicted on the plans for the above referenced
improvement project as described on Exhibit A and in connection with the real property
("Subject Property") legally described as follows:
LEGAL DESCRIPTION,
Described on Exhibit B attached hereto.
Scott County, Minnesota.
The primary purpose for which the City is entering into this Right of Entry/VVaiver of
Trespass is to allow access to construct a public roadway and appurtenant work on the
Subject Property. The disturbed yard area of the Subject Property will be restored with
topsoil and sod. The disturbed driveway area of the Subject Property will be restored
with new bituminous of the same type as exists.
By accepting this Right of Entry/VVaiver of Trespass, the City acknowledges that it is
entering upon the Subject Property at its own risk and agrees it will hold the
undersigned harmless from any claim resulting from the City's activities described
herein. It is further understood that this Waiver does not constitute a waiver on behalf
of the owner or persons of interest in the Subject Property to any claim for damages for
the removal of trees, brush, crops, or for the acquisition of permanent easements over
the above described property by the City, its agents and assigns. The undersigned
waives all claims against the City, its contractors, agents and their respective
successors and assigns, for any damage to the Subject Property caused by the
construction described on Exhibit A, except as reserved above.
This Right of Entry/Waiver of Trespass expires upon completion of City Project No. 01-
01, but in any case no later than
DN: 179265 Ver: 2 EXHIBIT D, Page 1
CM: 20245.0002
Dated this day of April, 2003.
PROPERTY OWNER(S): WELLS FARGO BANK MINNESOTA, NA
By Wells Fargo Properties, Inc., agent for
Wells Fargo Bank Minnesota, N.A.
By:
Harold P. Richey
Its: Senior Vice President
DN: 179265 Ver: 2 EXHIBIT D, Page 2
CM: 20245.0002
EXHIBIT "A"
TO
PARCEL B
RIGHT-OF-ENTRY / WAIVER OF TRESPASS
That part of the West Half of the Southeast Quarter and that part of the East Half of the
Southwest Quarter of Section 2, Township 114, Range 22, Scott County, Minnesota
described as follows:
Beginning at the southeast corner of Lot 1, Block 1, BROOKSVILLE CENTER 2ND
ADDITION, Scott County, Minnesota; thence North 12 degrees 08 minutes 08 seconds
West along the easterly line of said Lot 1, a distance of 419.74 feet to the northeast
corner of said Lot 1; thence North 61 degrees 16 minutes 31 seconds East a distance
of 25.00 feet; thence South 24 degrees 23 minutes 40 seconds East a distance of
463.22 feet to the northeast corner of Lot 2, Block 1, of said plat; thence westerly along
the north line of said Lot 2, a distance of 125.00 feet to the point of beginning.
This lies within the following permanent easement for street, utility and drainage
purposes:
That part of the West Half of the Southeast Quarter and that part of the East Half of the
Southwest Quarter of Section 2, Township 114, Range 22, Scott County, Minnesota
described as follows:
Beginning at the southeast corner of Lot 1, Block 1, BROOKSVILLE CENTER 2ND
ADDITON, Scott County, Minnesota; thence North 12 degrees 08 minutes 08 seconds
West along the easterly line of said Lot 1, a distance of 419.74 feet to the northeast
corner of said Lot 1; thence North 61 degrees 16 minutes 31 seconds East a distance
of 25.00 feet; thence South 24 degrees 23 minutes 40 seconds East a distance of
463.22 feet to the northeast corner of Lot 2, Block 1, of said plat; thence westerly along
the north line of said Lot 2, a distance of 125.00 feet to the point of beginning, which
lies Southerly of the following described line:
Commencing at the Southeast corner of said Lot 1; thence North 11 degrees 28
minutes 19 seconds West assumed bearing along the Easterly line of said Lot 1, a
distance of 83.60 feet to the point of beginning of said line to be hereinafter described;
thence Easterly a distance of 99.36 feet along a non-tangential curve concave to the
North having a radius of 279.00 feet and a central angle of 20 degrees 24 minutes 15
seconds, the chord of said curve bears North 79 degrees 35 minutes 13 seconds East,
to the East line of the above described parcel and the said line there terminating.
DN: 179265 Ver: 2 EXHIBIT D, Page 3
CM: 20245.0002
EXHIBIT "B"
TO
PARCEL B
RIGHT-OF-ENTRY I WAIVER OF TRESPASS
A strip of land 5.00 feet in width over that part of the parcel described in Exhibit A
hereto, the Southerly line of said strip of land is contiguous with the Northerly line of the
permanent easement described in Exhibit A hereto. Said strip of land is to extend by its
full width from said Easterly line of the above described parcel to said Westerly line of
the above described parcel.
DN: 179265 Ver: 2 EXHIBIT D, Page 4
CM: 20245.0002