HomeMy WebLinkAbout5H - Sale of 16675 Franklin Trail
MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
DISCUSSION:
16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
CITY COUNCIL AGENDA REPORT
September 5, 2006
5H
Kelly Meyer, Asst. to the City Manager
CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER
TO ENTER INTO A MODIFIED VERSION OF THE CITY'S STANDARD PURCHASE AGREEMENT
FOR THE SALE OF 16675 FRANKLIN TRAIL IN CONNECTION WITH THE DEVELOPMENT OF A
TWO-STORY OFFICE/RETAIL BUILDING BY VILLAGE COMMERCE BUILDING, LLC.
Introduction: The purpose of this agenda item is to formally authorize the Mayor and City Manager to
enter into a Purchase Agreement for the sale of property at 16675 Franklin Trail by Village
Commerce Building, LLC.
Historv: The City originally purchased from Tom Kortsch in 2001 as part of a redevelopment of the
former T J Towing site. In May 2005, the City requested proposals from bidders interested in
purchasing this site in order to construct a commercial building. The intent in seeking proposals for
this development was to continue the redevelopment efforts consistent with the direction provided in
the City's 2030 Vision and Strategic Plan.
On May 5, 2006, the City Council awarded the project to Village Commerce Building, LLC
represented by Dan O'Keefe whose proposal conformed with the requirements of the RFP, planned
for a 2-story building, and offered a purchase price of $204,000 for the parcel.
On June 26, 2006, the City Council authorized City participation in two documents. The first was an
Agreement Regarding the Purchase of City-Owned Property that set out the terms and conditions of
the sale, and the second document was a development agreement.
Since June 2006, the developer and City have been working to satisfy the requirements of these
agreements and issue a building permit. On August 7, the City Council approved a combined
preliminary and final plat and development contract for this development.
Current Circumstances: At this time, all the conditions set out in the above agreements for the sale of
the property have been met. The next step in the process is to enter into a modified version of the
City's standard purchase agreement and complete the sale. Attached is a copy of the proposed
agreement. The developer will have to agree to the terms and submit a signed document prior to the
Council considering this item.
Conclusion: This action is the next step in the process for development of the two-story office/retail
building by Village Commerce Building, LLC. Action by the Council would authorize the staff to
complete the sale based upon the terms and conditions set forth in the attached Purchase
Agreement, the Agreement Regarding the Purchase of City-Owned Property dated June 26, 2006,
and the Development Agreement dated June 26, 2006.
www.cityofpriorlake.com
1:\COUNCILIAGNRPTS\2006\090506 Village Com~<oR~'952.44 7.4230 / Fax 952.447.4245
ISSUES:
There are no significant issues in the proposed Purchase Agreement. Some modifications have
been made from the City's standard version in order to incorporate the two previous agreements (and
their conditions) that have driven this project - the Agreement for the Purchase of City-Owned
Property, and the Development Agreement. Consistent with those documents, any non-performance
on the part of the developer in commencing construction of the building by November 1, 2006 would
result in rescission ofthe sale ofthe property, the City retaining the $204,000 purchase price, as well
as any cash payments received for extension of the original timeline. Language to this affect is
required in the conveyance document as well.
The City Attomey has reviewed the Purchase Agreement. It is a similar agreement to the one entered
into by Rock Creek Designers and Builders for the Hastings Avenue property. At the time of submittal
of this report, we do not have a signed agreement, but expect to finalize all of the details and submit
a signed agreement to the Council before its consideration at its August 21st meeting.
In addition, the Council will recall that the City approved a 6 month extension to the initial deadline for
entering into a Development Agreement by Resolution 06-070. This extension affects other timelines
within the agreements related to the rescission of the sale if significant construction is not completed
in a timely manner. It seems appropriate, therefore, as a housekeeping measure, that the following
deadlines also be extended:
Commence construction........... from 9/1/06 to 11/1/06
Complete construction..............from 4/1/07 to 6/1/07
Final Cert of Occupancy........... .from 6/1/07 to 8/1/07
FINANCIAL
IMPACT:
The sale of the property will provide $204,000. The City will assume closing costs typical of the
Seller, including the costs for providing marketable title. Staff does not expect those costs to exceed
$2,000. In the event there are title corrections that would require additional funds, staff would come
back to the Council for authorization.
The long-term financial impact of this project is more difficult to quantify. The addition of a
commercial building to the site will provide additional tax base, and the new building will likely
stimulate additional business in our Village Lake Drive area, continuing the revitalization efforts
directed in the City's 2030 Vision and Strategic Plan.
No City subsidy will be used to support this project.
ALTERNATIVES: 1. Adopt the resolution authorizing execution of the proposed Purchase Agreement.
2. Take no action and provide staff with direction.
RECOMMENDED Altemative 1. Motion and Second to Approve Resolution 06-XX Authorizing the Mayor and City
MOTION: Manager to Enter into a modified version of the City's Standard Purchase Agreement for the Sale of
FJ"operty at 16675 Franklin Trail, Prior Lake, and Directing the Staff to Amend the Timeline in the
6evelopment Agreement and Agreement Regarding the Purchase of City-Owned Property to be
Rev~ f~tent with a construction commencement date of November 1, 2006.
F~k~:6+
1:\COUNCILIAGNRPTS\2006\090506 Village Commerce. DOC
16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
RESOLUTION 06-XX
Motion By:
Second By:
WHEREAS, the 2030 Vision and Strategic Plan provides that continued revitalization of the cities commercial
areas is important to the citizens of Prior Lake; and
WHEREAS, the City Council has deemed that a parcel located at the intersection of Franklin Trail and Village
Lake Drive (16675 Franklin Trail) is surplus to the City's needs; and
WHEREAS, Village Commerce Building, LLC submitted a proposal consistent with the terms and conditions set
forth in the Request for Proposals issued by the City for the sale of the property and construction of a
new two-story building, and
WHEREAS, the City Council awarded the project to Village Commerce Building, LLC and entered into
agreements setting out the terms and conditions of the sale and development; and
WHEREAS, the Developer has met each of the conditions required to proceed with the purchase of the property,
and the City staff has negotiated in good faith the terms and conditions of the Purchase Agreement
consistent with the provisions of the Agreement Regarding the Purchase of City-Owned Property
dated June 26, 2006, and the Development Agreement dated June 26, 2006; and
WHEREAS, the Developer has indicated his acceptance of the terms of the purchase by executing a modified
version of the City's Standard Purchase Agreement; and
WHEREAS, an extension of the deadline for entering into a development agreement for the property has
impacted the deadline for commencement of construction and are cause for adjustment to the
remaining timelines; and
WHEREAS, the Council believes the terms and conditions of the Purchase Agreement are appropriate, as well
as an adjustment to the timeline to commence construction.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA that:
1. The recitals set forth above are incorporated herein.
2. The Mayor and City Manager are hereby authorized to enter into a modified version of the City's Standard
Purchase Agreement, together with any document necessary to close the transaction, for the sale of the
property at 16675 Franklin Trail, Prior Lake, MN, in accordance with the terms and conditions of an Agreement
Regarding Purchase of City-Owned Property dated June 26, 2006, and a Development Agreement dated June
26, 2006.
3. Staff is hereby directed to amend the timeline in the Development Agreement and Agreement Regarding the
Purchase of City-Owned Property for the commencement of construction to November 1, 2006, completion of
construction to June 1, 2007, and issuance of a final certificate of occupancy to August 1, 2007..
4. Staff is hereby authorized to proceed to close the transaction consistent with the terms and conditions of the
Purchase Agreement.
PASSED AND ADOPTED THIS 6TH DAY OF FEBRUARY 2006.
YES NO
Haugen X Haugen
Dornbush X Dornbush
Erickson X Erickson
LeMalr X LeMalr
Millar X Millar
City Manager, City of Prior Lake www.cityofpriorlake.com
1:\COUNCIL\RESOLUTI\ADMINRES\2006\IJ1h~h~i1~S~~~~i~inU~52.44 7.4245
REAL ESTATE PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") made and entered into this day of
, 2006, by and between VILLAGE COMMERCE BUILDING, LLC, a Minnesota
municipal corporation, whose address is 14093 Commerce Avenue, Suite #1, Prior Lake, Minnesota
55372 (referred to herein as "Buyer"), and the CITY OF PRIOR LAKE, a Minnesota municipal
corporation, whose address is 4646 Dakota Street SE, Prior Lake, MN 55372 (referred to herein as
"Seller").
IN CONSIDERATION of the mutual covenants and agreements set forth herein the sufficiency
of which is not disputed, it is hereby mutually agreed by Seller and Buyer as follows:
SECTION 1.
SALE AND PURCHASE OF LAND
1.1) Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the terms and conditions
contained herein and in that certain Agreement Regarding the Purchase of City-Owned Property dated
June 26, 2006 and that certain Development Agreement dated June 26, 2006 and attached hereto
and incorporated herein as Exhibit A (hereinafter collectively referred to as the "Purchase Agreement"),
the following property:
1.1.1) The vacant, unimproved land in Scott County, Minnesota, legally described as follows
and incorporated herein, together with all right, title and interest in and to any roads, alleys or
right-of-ways adjoining or servicing such land, along with easements appurtenant thereto.
Legal Description: That part of the West Half of the Southeast Quarter of Section 2, Township
114, Range 22, Scott County, Minnesota, described as follows: Commencing
at the Southeast comer of said West Half of the Southeast Quarter; thence
North 00 degrees 08 minutes 19 seconds East along the West line of that
plat of Prior South, Scott County, Minnesota, as monumented, a distance of
1940. 74 feet to the intersection with a line drawn parallel with and distant
33.00 feet Southerly (as measured at right angles) of the centerline of County
Road No. 39 (Franklin Trail) the point of beginning of the land to be
described; thence South 87 degrees 29 minutes 19 seconds West along said
parallel line a distance of 150.00 feet; thence South 00 degrees 08 minutes
19 seconds West a distance of 265.44 feet; thence South 89 degrees 51
minutes 41 seconds East a distance of 149.84 feet to the intersection with a
line drawn South 00 degrees 08 minutes 19 seconds West from a point of
beginning; thence North 00 degrees 08 minutes 19 seconds East a distance
of 263.38 feet to the point of beginning. For the purpose of this description to
the South line of said West Half of the Southeast Quarter was designated a
bearing of North 89 degrees 55 minutes 36 seconds East and all others are
relative thereto, according to the Government Survey thereof (Torrens
Certificate Number: 35072)
Property Address: 16675 Franklin Trail, Prior Lake, MN 55372
(hereinafter referred to as "Subject Property").
1:\Agreements\Purchase Agreements\PA - Village Commerce ~uilding.DOC
SECTION 2_
PURCHASE PRICE
2.1) The purchase price for the Subject Property ("Purchase Price") shall be Two Hundred Four
Thousand and no/100 Dollars ($204,000.00) payable by Buyer to Seller on the date of closing by
certified check.
SECTION 3.
TITLE MATTERS
3.1) Seller shall furnish to Buyer within five (5) days hereof a current commitment for the issuance of
a 1987/1990 AL TA Form B owner's policy of title insurance ("Commitment") issued by a Title Insurance
Company acceptable to Buyer ("Title") in the amount of the Purchase Price, committing to insure that
Buyer will have good and marketable title to the Subject Property, free of any and all standard and
other exceptions to title, except matters to which Buyer may consent in writing.
3.2) In the event any exceptions are listed in the Commitment for title insurance other than accepted
by Buyer hereunder, the Seller shall promptly cause the exception to be removed. If the Seller fails to
remove the same within the time allowed for closing on the Subject Property, the Buyer (at Buyer's
option) shall have the right to (a) accept the Subject Property with the exceptions, or (b) cause the
exception(s) to be removed and credit Buyer's cost to remove the exception(s) against the Purchase
Price.
SECTION 4_
CLOSING
4.1) The closing ("Closing") shall be at a location designated by Buyer, and shall occur within ten
(10) days after the execution of this Agreement ("Closing Date"), or upon such other date as mutually
agreed to by Buyer and Seller.
4.2) On the Closing Date, Seller shall deliver to Buyer possession of the Subject Property.
4.3) On the Closing Date, Seller shall execute and deliver to Buyer the following:
4.3.1) A duly executed Warranty Deed, subject to the exceptions consented to by Buyer in
writing;
4.3.2) A customary affidavit that there are no unsatisfied judgments of record with respect to
the Subject Property, no actions pending in any state or federal courts, no tax liens, and no bankruptcy
proceeding filed against Seller, and no labor or materials have been furnished to the Subject Property
for which payment has not been made, and that to the best of Seller's knowledge there are no
unrecorded interests relating to the SUbject Property; and
4.3.3) A certificate on a form acceptable to Buyer that all of the covenants, representations
and warranties of Seller as set forth in Section 5 are true and correct as of the Closing Date.
4.3.4) The Abstract of Title to the Subject Property, if the Subject Property is Abstract property
and the Abstract is in Seller's possession or control.
4.3.5) Well Certificate. If there is a well located on the Subject Property, a Well Disclosure
Certificate signed by Seller in the form required by law.
4.4) Seller shall pay at Closing all general real estate taxes levied against the Subject Property due
and payable for all years prior to the year of Closing, the balance of all special assessments levied or
1:\Agreements\Purchase Agreements\PA - Village Commerce ~i1ding.DOC
pending against the Subject Property as of the Closing Date, and any deferred taxes. Seller shall pay
all the general real estate taxes levied against the Subject Property due and payable in the year of
Closing. Buyer shall not assume the unpaid balance of any special assessments.
4.5) Seller shall pay at Closing:
4.5.1) state deed tax;
4.5.2) all costs associated with obtaining a title insurance commitment and providing an
Owner's policy of title insurance, including name searches, tax searches, bankruptcy searches, and
property inspection fees;
4.5.3) recording fees for corrective instruments required to remove encumbrances and place
marketable title in Buyer's name;
4.5.4) one-half (1/2) of the Closing fee charged by the Title Company.
4.6) Buyer shall pay at Closing:
4.6.1) the Purchase Price as defined in Section 2 herein;
4.6.2) all recording fees and charges relating to the filing of the Warranty Deed; and
4.6.3) one-half (1/2) of the Closing fee charged by Title Company.
SECTION 5.
COVENANTS. REPRESENTATIONS AND WARRANTIES OF SELLER.
5.1) Seller, as an inducement to Buyer to enter into this Agreement, and as part of the consideration
therefor, represents, warrants, and covenants with Buyer and its successors and assigns that:
5.1.1) There are no leases, options, purchase Agreements, rights to redeem, tenancy
Agreements, or rights of occupancy, written or verbal, and no person or party has, or will have any
rights of adverse possession, regarding or arising out of the occupancy of the Subject Property.
5.1.2) Sellers will maintain in force insurance against public liability from such risk and to such
limits as in accordance with prudent business practice and suitable to the Subject Property from the
date hereof to the Closing Date;
5.1.3) As part of this Agreement, Sellers shall execute the well disclosure certificate attached
hereto as Exhibit liB". Sellers shall deliver the well certificate to Buyer on the date of execution of this
Agreement. Sellers warrant that all statements set forth in the well certificate are true, accurate and
complete to the best of Seller's knowledge.
5.1.4) Seller represents and warrants to Buyer that Seller has the requisite of power and
authority to enter into this Agreement and the 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.
1:\Agreements\Purchase Agreements\PA - Village Commerce tJilding.DOC
5.1.5) Seller owns the Subject Property free and clear of all encumbrances, liens, covenants,
conditions, easements, restrictions, reservations, and assessments, except those exceptions
consented to by Buyer in writing.
5.1.6) Seller has received no notice of actual or threatened special assessments or
reassessments of the Subject Property.
5.1.7) 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 Subject
Property.
5.1.8) 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.
5.1.9) 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 Subject Property.
5.1.10) Seller certifies that Seller does not know of any private sewer system on or serving the
Subject Property, nor have any been installed or removed during Seller's ownership of the Subject
Property.
5.1.11) There are no encroachments or boundary line issues affecting the Subject Property.
5.1.12) The Subject 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.
5.1.13) The Subject Property is served by the following public and private utility services:
electric, gas, storm sewer, water, sanitary sewer and telephone, all of which services are available in
adequate capacities to properly service the Subject Property. Seller has received no notice of actual or
threatened reduction or curtailment of any utility service now supplied to the Subject Property. All utility
lines reach the boundaries of the Subject 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.
5.1.14) Seller has no knowledge of any defects in the physical condition of the Subject Property.
5.2) The covenants, representations, and warranties contained in Section 5 shall be deemed to
benefit Buyer and its successors and assigns and shall survive any termination or expiration of this
Purchase Agreement or the giving of the Deed. All of Seller's covenants, representations and
warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a
condition precedent to the performance of Buyer's obligations hereunder. If Buyer discovers that any
such covenant, representation, or warranty is not true, Buyer may elect prior to closing, in addition to
any of its other rights and remedies, to postpone the Closing Date up to ninety (90) days to allow time
for correction.
SECTION 6.
COVENANTS. REPRESENTATION. WARRANTIES OF BUYER
6.1) Buyer, in order to comply with the terms of that certain Agreement Regarding the Purchase of
City-Owned Property dated June 26, 2006 and that certain Development Agreement dated June 26,
2006, represents, warrants, and covenants with Seller and its successors and assigns that:
1:\Agreements\Purchase Agreements\PA - Village Commerce ~i1ding.DOC
6.1.1) Buyer shall construct a two-story commercial retail and office building on the Subject
Property, with approximately 22,332 square feet consistent with the approved final plat for Village
Commerce Addition. The architecture of the building shall be consistent with the plans and
specifications submitted for building permit approval and the renderings attached hereto as Exhibit C.
Construction of the building shall commence no later than November 1, 2006.
6.1.2) Buyer has completed all permitting processes, including but not limited to any
conditional use permit and building permit, as provided for in that certain Agreement Regarding the
Purchase of City-Owned Property dated June 26, 2006, and that certain Development Agreement
dated June 26,2006.
6.1.3) Buyer acknowledges that it will re-convey the Subject Property to the Seller and the
Seller shall be entitled to all of its remedies as set out in the Development Agreement if Buyer fails to
commence construction, as that term is described in the Development Agreement, on or before
November 1, 2006. This rescission provision shall be included in the conveyance document.
6.2) The covenants, representations, and warranties contained in Section 6 shall be deemed to
benefit Seller and its successors and assigns and shall survive any termination or expiration of this
Purchase Agreement, or the giving of the Deed.
6.3) All of Buyer's covenants, representations and warranties in this Agreement shall be true as of
the date hereof and of the Closing Date, and shall be a condition precedent to the performance of
Seller's obligations hereunder.
SECTION 7.
ENVIRONMENTAL INVESTIGATION AND SOIL CORRECTION
7.1) Buyer may perform such inspections of the Subject 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, at all reasonable times, to enter upon the
Subject property to perform the Inspections.
7.2) Buyer shall give Seller not less than 48 hours' advance notice of any Inspection. Buyer shall
attempt to perform all Inspections Monday through Friday during normal business hours. Seller shall
be entitled to have a representative accompany Buyer's representative at all times. Buyer shall
indemnify and hold Seller harmless from any damage or destruction of the Property or physical injuries
occurring as a result of Buyer's acts while conducting Inspections.
7.3) The parties acknowledge that the Inspections provided for herein should provide Buyer with full
and adequate opportunity to inspect the Subject Property and will thoroughly acquaint Buyer with its
condition. Accordingly, if and when Closing occurs, Buyer shall take the Subject Property "As Is" and
"Where Is," with all faults and defects, if any, except as specifically set forth in this Agreement. Seller
has not made and does not make any representations as to the physical condition, expenses,
operation or any other matter or thing affecting or related to the Subject Property, except as specifically
set forth in this Agreement. Buyer agrees to indemnify and hold Seller harmless from and against and
to reimburse Seller with respect to any and all claims, demands, causes of action, losses, damages,
liabilities and costs (including attorneys' fees and court costs) asserted by Buyer against Seller by
reason of or arising out of the physical condition or operation of the Subject Property subsequent to the
Closing Date, except to the extent that the same are proven to have been incurred as a result of a
breach of any representation or warranty of Seller as set forth in this Agreement. In particular, Buyer
agrees to hold Seller harmless from any claims arising out of the soil conditions of the Subject
Property.
1:\Agreements\Purchase Agreements\PA - Village Commerce l5Jilding.DOC
SECTION 8.
CONTINGENCIES
The obligations of Buyer and Seller under this Agreement are contingent upon each of the following:
8.1) The representations and warranties of Sellers set forth in Section 5 of this Agreement must be
true as of the date of this Agreement and on the Closing Date, and Sellers shall have delivered to
Buyer at Closing a certificate dated the Closing Date, signed by Sellers, certifying that such
representations and warranties are true as of the Closing Date;
8.2) The representations and warranties of Buyer set forth in Section 6 of this Agreement must be
true as of the date of this Agreement and on the Closing Date, and Buyer shall have delivered to Seller
at Closing a certificate dated the Closing Date, signed by Buyer, certifying that such representations
and warranties are true as of the Closing Date;
8.3) Buyer shall have determined on or before the Closing Date, that it is satisfied, in its sole
discretion, with the results of the environmental/soil investigations and tests, and any subsequent
remediation of the Subject Property;
8.4) Buyer is satisfied in its sole discretion with the results of any survey performed by Buyer, or
verification of the Seller's Survey, the cost of which is to be assumed by Buyer;
8.5) Title shall have been found acceptable, or been made acceptable, in accordance with the
requirements and terms of this Purchase Agreement;
8.6) Buyer and Seller shall have performed all of the obligations required to be performed under this
Agreement, as and when required by this Purchase Agreement;
8.7) The results of the Inspections shall be satisfactory to Buyer, in Buyer's sole discretion; and
8.8) Buyer shall have satisfied itself, in Buyer's sole discretion, that water and gas main, electric
power lines, and sanitary and storm sewers are available at the property lines and adequate for Buyer's
proposed use of the Subject Property.
The contingencies set forth in Sections 8.3 through 8.8 shall remain in force until the Closing. Sections
8.1 and 8.2 shall survive the Closing pursuant to this provision and Sections 5.2 and 6.2 herein. In the
event Buyer terminates as a result of these contingencies, neither party shall have any further rights or
obligations under this Agreement, except as provided in that certain Agreement Regarding the
Purchase of City-Owned Property and Development Agreement, both dated June 26, 2006.
SECTION 9
MISCELLANEOUS
9.1) The covenants, representations, warranties, indemnifications and, to the extent applicable
following the Closing, obligations, made by Seller and Buyer shall survive the Closing of this
transaction.
9.2) Any notice, demand, or request which may be permitted, required or desired to be given in
connection herewith shall be in writing and sent by certified mail, hand delivery, overnight mail service
such as Federal Express, or Western Union telegram or other form of telegraphic communication,
directed to Sellers or Buyer. Any notice shall be deemed effective when delivered to the party to whom
it is directed. Unless other addresses are given in writing, notices shall be sent to Sellers or Buyer at
the applicable addresses stated on the first page of this Agreement.
1:\Agreements\Purchase Agreements\PA - Village Commerce l&Jilding.DOC
9.3) Time shall be of the essence in this Agreement. Where any date or time prescribed by this
Agreement falls on a Saturday, Sunday or statutory holiday, such date or time shall automatically be
extended to the next normal business day.
9.4) Each party hereto shall promptly, on the request of the other party, have acknowledged and
delivered to the other party any and all further instruments and assurances reasonably requested or
appropriate to evidence or give effect to the provisions of this Agreement.
9.5) This Purchase Agreement, including that certain Agreement Regarding the Purchase if City-
Owned Property and Development Agreement described herein and incorporated as Exhibit A,
represents the entire Agreement of the parties with respect to the Subject Property. No
representations, warranties, inducements, or oral Agreements have been made by any of the parties,
except as expreSSly set forth herein, or in other contemporaneous written Agreements. This Purchase
Agreement may not be changed, modified or rescinded, except by a written Agreement signed by both
parties hereto.
9.6) If Buyer or Seller defaults under any of the terms hereof, the remedies available to either party
shall be as provided in the Agreement Regarding the Purchase if City-Owned Property and
Development Agreement, both of which are dated June 26, 2006 and previously incorporated herein as
Exhibit A.
9.7) If any provision of this Agreement is declared void or unenforceable, such provision shall be
deemed severed from this Agreement, which shall otherwise remain in full force and effect.
9.8) Failure of any party to exercise any right or option arising out of a breach of this Agreement
shall not be deemed a waiver of any right or option with respect to any subsequent or different breach,
or the continuance of any existing breach.
9.9) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, personal representatives, successors and assigns.
9.10) This Agreement shall be construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
SELLER:
CITY OF PRIOR LAKE
BUYER:
VILLAGE COMMERCE BUILDING, LLC
By:
Jack G. Haugen, Mayor
Daniel O'Keefe
By:
Frank Boyles, City Manager
1:\Agreements\Purchase Agreements\PA - Village Commerce ~i1ding.DOC
STATE OF MINNESOTA )
)ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of ,
, by Jack G. Haugen and by Frank Boyles, respectively the Mayor and City Manager of the
CITY OF PRIOR LAKE, a Minnesota municipal corporation, on behalf of the corporation and pursuant
to the authority granted by its City Council.
Notary Public
STATE OF MINNESOTA )
)ss.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of ,
, by Daniel O'Keefe, , of VILLAGE COMMERCE BUILDING, LLC, a Minnesota
Limited Liability Corporation, on its behalf.
Notary Public
This Instrument drafted by:
CITY OF PRIOR LAKE
16200 Eagle Creek Avenue SE
Prior Lake, MN 55372
Telephone: (952) 447-4230
1:\Agreements\Purchase Agreements\PA - Village Commerce ft,Jilding.DOC
EXHIBIT "A"
Agreement Regarding the Purchase of City-Owned Property
and
Development Agreement
1:\Agreements\Purchase Agreements\PA - Village Commerce lCl)Jilding.DOC