HomeMy WebLinkAbout2016-08-09 PACKET 04.03.
TO:
Economic Development Authority
FROM:
Christine Costello, Economic Development Director
DATE:
August 1, 2016
RE:
WAG Agreements
Background/Discussion
The City of Cottage Grove has maintained a number of lease agreements with WAG Farms
(Glendenning Farms, L.P., a Minnesota limited partnership, and Joan Glendenning Kennedy
Family Limited Partnership), the land owners of all undeveloped land in the Cottage Grove
Business Park for a number of years. The leases for the dog park, compost site, and the other
areas that are undeveloped need to be updated or implemented.
Dog Park Lease Agreement
The existing agreement is to expire and needs to be renewed so that the dog park can remain
and continue to be used as such. The proposed lease agreement proposes the following
changes:
Lease extended until December 31, 2026;
The City has the first option to purchase the land if the owner was to sell;
The City shall continue to maintain the site; and
The City can make any improvements to the site to improve overall use of the site and are
not required to restore it to its natural state if it was to be sold to another party.
Compost Site Lease Agreement
The existing lease agreement is also set to expire soon and needs to be renewed so that the
compost site can continue to operate. The proposed lease agreement provides for the following:
Lease extended until December 31, 2026;
The City has the first option to purchase the land if the owner was to sell;
The City will continue to sublease the property to Rumpca (Rumpca) Companies, Inc., for
the composting of yard waste; and
If lease was terminated with Rumpca they would be responsible for returning the site to its
original condition.
Option Agreement and Right of Entry
Currently this option is not in place with WAG Farms. The City and EDA would like to implement
this agreement due to the significant costs that the City and EDA have incurred in making the
sites available developable for future development in the Business Park. Currently WAG Farms
has a private broker that they use to market the developable sites at the Business Park. Over the
years it has been clear that City and EDA staff have done more progressive marketing of the
Business Park land and brought the majority of the users into the Business Park, yet the WAG
Farms broker has benefited from these transactions.
Economic Development Authority
August 9, 2016
Page 2 of 2
City staff has maintained a wonderful working relationship with WAG Farms and all parties’
interest is in the development of all the land in the Business Park. This agreement will serve both
parties needs and allow the City and EDA to be the only interest in bringing development to the
Business Park. The City has installed, at its own cost, public improvements on or near the
property to enhance the developability. The City and EDA have also continued to incur costs and
expenses related to seeking shovel-ready certification from the Minnesota Department of
Employment and Economic Development in order to actively and aggressively market the
property.
Due to the City, EDA and landowners interests in continuing to promote the sale and development
of the property. The City and EDA do use tax increment financing (TIF) to recapture the City’s
public improvement costs by reselling the land to a developer. The proposed Option Agreement
and Right of Entry will allow that to continue as well as provide:
The EDA exclusive option to purchase all or some of the property in one or more
transactions;
Agreement is in place until all land is sold or the EDA wishes to terminate the agreement;
The EDA can enter into a purchase agreement with a buyer at any time and no subsequent
costs to the landowner;
Landowner grants City any drainage or utility easements that might be needed for storm
water basins;
The landowner is responsible for any real estate broker fees or commissions that may be
charged with the purchase of any property;
The landowner allows the EDA and its consultant’s access to the property, with reasonable
notice, for site investigation work.
Recommendation
Consideration of a motion to:
1. Recommend acceptance and issuance of the proposed Dog Park and Compost Site Lease
Agreement and the Option Agreement and Right of Entry with WAG Farms, Inc. with the following
conditions:
Review and acceptance by WAG Farms, Inc.
Review and acceptance by the City of Cottage Grove Council at their August 17th meeting.
Allow the City attorney to make minor changes to all agreements when necessary.
LEASE AGREEMENT
FOR
DOG PARK
THIS LEASE AGREEMENT
(the Lease), made and entered into on this ____ day
of _______________, 2016 by and between WAG Farms, Inc., a Minnesota corporation, and
Glendenning Farms, L.P., a Minnesota limited partnership, together having a two-thirds interest,
and Joan Glendenning Kennedy Family Limited Partnership, a Minnesota limited partnership
having a one-third interest (collectively, the Glendennings or the ), and the City of
Cottage Grove, a municipal corporation under the laws of the state of Minnesota (the City or
the Lessee), do hereby agree as follows:
l. Lease and Term. Glendennings hereby lease to the City, that land which is
hereinafter described and depicted in Exhibits A and A-1 (the Premises) for a term
commencing on _______________________, 2016 and ending on December 31, 2026. This
Lease shall terminate upon the first of the following to occur:
(a) Sale of the Premises; the Premises are subject to an Option Agreement and Right
Option grants the City an Option to purchase the Premises at certain predetermined prices.
(b) Notification by either party of intent to terminate the Lease upon
thirty (60) days prior written notice to the other party; or
(c) December 31, 2026.
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2. Payment. The City shall pay to Glendennings the sum of One and 00/100 Dollar
($1.00) per year as consideration for the Lease.
3. Weed Control. The City shall be responsible for the control of all weeds on the
Premises which control shall comply with Cottage Grove City Code, Section 13-l.
4. Refuse Control. The City shall maintain the Premises and provide regular cleanup
of dog waste and refuse which accumulates on the Premises.
5. Use of Premises. The Premises consists of approximately 14 acres. The Citys
planned use of the Premises is a public park and open space primarily used for dog exercising;
said Park to be referred to as WAG Farms Park.
6. Subleasing. The City may, without the consent of Lessor, sublease the
Premises to any person or entity, for the Use, provided that the sublessee agrees to be bound
by the Lease and assum
7. Real Estate Taxes. City agrees to pay a portion of the real estate taxes during
the term of the Lease for the tax parcel that contains the Premises. The parties agree that the
pro-rata portion of the property taxes that are allocatable to the Premises is thirty-seven percent
(37%) of the real estate taxes for tax parcel 21.027.21.42.001. The City shall begin paying its
prorata portion of the real estate taxes payable each year upon commencement of the Lease and
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if such date is not on the 1 of a calendar year, taxes shall be prorated between the parties to reflect
of the Premises. axes shall be payable
September 30 (for the installment payable October 15) and April 30 (for the installment of property
taxes payable on May 15) for each year the Lease is in effect.
8. Insurance. During the entire Lease term and any extensions or renewals thereof,
and any holdover tenancy, the City shall obtain and keep in full force and effect on an annual
basis, at its sole cost and expense, a policy of comprehensive general liability insurance written
by a responsible casualty or indemnity company authorized to do business in Minnesota, under
which policy the Glendennings shall be named as an additional insured, and with at least the
maximum limitations of liability set forth in Minnesota Statutes, Chapter 466, as it may be
amended from time to time. The City may satisfy the insurance requirements by obtaining the
appropriate endorsement to any master policy of liability insurance it may maintain.
9. Utilities. City shall pay the utility company or other provider, if any, directly for
all utilities services to the Premises during the full term of this Lease and any holdover tenancy.
10. Improvements and Restoration. The City may make any improvements to the
Premises necessary or desirable to allow or enhance the Use. The City shall have the right, but
not the obligation, to remove any such improvements and shall have no obligation to restore the
Premises at the termination of this Lease.
11. Notices. All notices or demands required or permitted to be given under this
Lease shall be in writing and shall be deemed to be given when delivered personally to any
office of the party to which notice is being given, or when deposited in the United States mail
in a sealed envelope with registered or certified mail postage prepared thereon addressed to the
parties at the following addresses:
To Lessor (Glendennings) Gordon Glendenning
1765 Pinehurst Avenue
St. Paul, MN 55116
Joan Glenndenning Kennedy Family, L.P.
Attn: William S. Kennedy, Jr.
3988 Glenview Avenue
Arden Hills, MN 55112
To Lessee (City) City of Cottage Grove
12800 Ravine
Parkway
Cottage Grove, MN 55016
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Attn: City Administrator
The foregoing terms are agreed to by the City and Glendennings.
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11. Minnesota Law. This lease shall be interpreted under the laws of Minnesota.
WAG Farms, Inc.
By:
William G. Glendenning
Its: President
STATE OF MINNESOTA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this _____ day of __________________,
2016 by William G. Glendenning, the president of WAG Farms, Inc., a Minnesota corporation on
behalf of the corporation.
Notary Public
Glendenning Farms, L.P.
By:
William G. Glendenning
Its: General Partner
STATE OF MINNESOTA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this _____ day of __________________,
2016 by William G. Glendenning, the general partner of Glendenning Farms, L.P., a limited
partnership on behalf of the limited partnership.
Notary Public
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Joan Glendenning Kennedy Family
Limited Partnership
By:
William S. Kennedy, Jr.
Its: General Partner
STATE OF MINNESOTA )
) SS
COUNTYOF )
The foregoing instrument was acknowledged before me this ____ day of _________________,
2016 by William S. Kennedy, Jr., the general partner of Joan Glendenning Kennedy Family
Limited Partnership, a Minnesota limited partnership, on behalf of the partnership.
Notary Public
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CITY OF COTTAGE GROVE
By:
Myron Bailey
Its: Mayor
By:
Joseph Fischbach
Its: City Clerk
STATE OF MINNESOTA )
) SS
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this _____ day of _________________,
2016 by Myron Bailey and Joseph Fischbach, the Mayor and City Clerk of the City of Cottage
Grove, a Minnesota municipal corporation on behalf of the corporation.
Notary Public
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EXHIBIT A
DESCRIPTION OF LEASED PREMISES
A portion of the real property constituting Tax Parcel No. 21.027.21.42.0001, legally described as
follows:
Legal Description for Parcel Number 21.027.21.42.0001
That part of the West Half of the East Half of Section 21, Township 27, Range 21, formerly
platted as Blocks 43 to 50 inclusive and Block 55 of Village of Langdon, according to the plat
thereof as recorded in Book B of Plats, Page 5 in the Office of the Register of Deeds in and for
said County, together with the streets and alleys abutting thereon, which were vacated by an
Order of Court, First Judicial District, Washington County, Minnesota, dated March 5, 1882.
The portion of said real property constituting the Premises is
attached Exhibit A-1.
Drafted by:
LeVander, Gillen & Miller, P.A.
Stephen H. Fochler
633 South Concord Street, Suite 400
South St. Paul, MN 55075
Telephone: 651-451-1831
EXHIBIT A-1
DEPICTION OF LEASED PREMISES
LEASE AGREEMENT
FOR
COMPOST SITE
THIS LEASE AGREEMENT
(the Lease), made and entered into on this ____ day
of _______________, 2016 by and between WAG Farms, Inc., a Minnesota corporation, (WAG
Farms or the Lessor), and the City of Cottage Grove, a municipal corporation under the laws
of the state of Minnesota (the City or the Lessee), do hereby agree as follows:
l. Lease and Term. WAG Farms hereby lease to the City, that land which is
hereinafter described and depicted in Exhibit A and Exhibit A-1 (the Premises) for a term
commencing on _______________________, 2016 and ending on December 31, 2026. This
Lease shall terminate upon the first of the following to occur:
(a) Sale of the Premises. The Premises are subject to an Option Agreement and Right
The Option grants the City an Option to purchase the Premises at predetermined prices.
(b) December 31, 2026.
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2. Payment. The City shall pay to WAG Farms the sum of One and 00/100 Dollar
($1.00) per year as consideration for the Lease.
3. Weed Control. The City shall be responsible for the control of all weeds on the
Premises which control shall comply with Cottage Grove City Code, Section 13-l.
4. Refuse Control. The City shall maintain the Premises and provide regular cleanup
of refuse which accumulates on the Premises.
5. Use of Premises. The Premises consists of approximately 12 acres. The Citys
planned use of the Premises is for composting yard waste, brush, trees and similar materials
pursuant to an Agreement between the City and Rumpca Companies, Inc., dated February 20,
2015.
doubt, any entity that the City contracts with to perform the composting services and ancillary
services on the site may freely access use of the site and no contact of WAG Farms is required.
6. Real Estate Taxes. City agrees to pay a portion of the real estate taxes during
the term of the Lease for the tax parcel that contains the Premises. The parties agree that the
pro-rata portion of the property taxes that are allocatable to the Premises is ten and two tenths
percent (10.2%) of the real estate taxes for tax parcel 21.027.21.34.0006. The City shall begin
paying its prorata portion of the real estate taxes payable each year upon commencement of the
st
Lease and if such date is not on the 1 of a calendar year, taxes shall be prorated between the
parties to ref of the Premises. axes
shall be payable September 30 (for the installment payable October 15) and April 30 (for the
installment of property taxes payable on May 15) for each year the Lease is in effect.
7. Insurance. During the entire Lease term and any extensions or renewals thereof,
and any holdover tenancy, the City shall obtain and keep in full force and effect on an annual
basis, at its sole cost and expense, a policy of comprehensive general liability insurance written
by a responsible casualty or indemnity company authorized to do business in Minnesota, under
which policy the WAG Farms shall be named as an additional insured, and with at least the
maximum limitations of liability set forth in Minnesota Statutes, Chapter 466, as it may be
amended from time to time. The City may satisfy the insurance requirements by obtaining the
appropriate endorsement to any master policy of liability insurance it may maintain.
8. Utilities. City shall pay the utility company or other provider, if any, directly for
all utilities services to the Premises during the full term of this Lease and any holdover tenancy.
9. Restoration. Upon termination of the Lease, the City shall restore the Premises
to the original condition including but not limited to removal of all compost, unprocessed yard
waste, brush and trees and all other materials from the Premises and shall remove any gates,
signs and assessory structures.
10. Notices. All notices or demands required or permitted to be given under this
Lease shall be in writing and shall be deemed to be given when delivered personally to any
office of the party to which notice is being given, or when deposited in the United States mail
in a sealed envelope with registered or certified mail postage prepared thereon addressed to the
parties at the following addresses:
To Lessor (WAG Farms) Gordon Glendenning
1765 Pinehurst Avenue
St. Paul, MN 55116
To Lessee (City) City of Cottage Grove
12800 Ravine
Parkway
Cottage Grove, MN 55016
Attn: City Administrator
The foregoing terms are agreed to by the City and WAG Farms.
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11. Minnesota Law. This lease shall be interpreted under the laws of Minnesota.
WAG Farms, Inc.
By:
William G. Glendenning
Its: President
.
CITY OF COTTAGE GROVE
By:
Myron Bailey
Its: Mayor
By:
Joseph Fischbach
Its: City Clerk
STATE OF MINNESOTA )
) SS
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this _____ day of _________________,
2016 by Myron Bailey and Joseph Fischbach, the Mayor and City Clerk of the City of Cottage
Grove, a Minnesota municipal corporation on behalf of the corporation.
Notary Public
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EXHIBIT A
DESCRIPTION OF LEASED PREMISES
A portion of the real property constituting Tax Parcel No. 21.027.21.34.0006, legally described as
follows:
Legal Description for Parcel Number 21.027.21.34.0006
That part of the East Half of the Southwest Quarter of Section 21, Township 27, Range 21,
Washington County, Minnesota, described as follows:
Commencing at the southeast corner of said East Half of the Southwest Quarter; thence South 89
degrees 17 minutes 07 seconds West, assumed bearing, along the south line of said East Half of
the Southwest Quarter, a distance of 550.00 feet; thence North 00 degrees 41 minutes 09 seconds
West, parallel with the east line of said East Half of the Southwest Quarter 2012.34 feet to the
point of beginning of the tract to be herein described; thence continue North 00 degrees 41 minutes
09 seconds West, parallel with said east line 270.97 feet; thence northerly 49.03 feet along a
tangential curve concave to the east, having a radius of 2864.79 feet and a central angle of 00
degrees 58 minutes 50 seconds; thence North 89 degrees 17 minutes 07 seconds East, not tangent
to said curve and parallel with said south line 289.58 feet; thence south 00 degrees 41 minutes 09
seconds East, parallel with said east line 320.00 feet to the intersection with a line drawn parallel
with the south line of said East Half of the Southwest Quarter from the point of beginning; thence
South 89 degrees 17 minutes 07 seconds West, along said last described parallel line 290.00 feet
to the point of beginning. Subject to the westerly 60.00 feet thereof for Jamaica Avenue right-of-
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way. Subject to the southerly 30.00 feet thereof for 95 Street South right-of-way, located in the
City of Cottage Grove, County of Washington, State of Minnesota.
The portion of said real property constituting the Premises is depicted
attached Exhibit A-1
Drafted by:
LeVander, Gillen & Miller, P.A.
Stephen H. Fochler
633 South Concord Street, Suite 400
South St. Paul, MN 55075
Telephone: 651-451-1831
EXHIBIT A-1
DEPICTION OF LEASED PREMISES
OPTION AGREEMENT AND RIGHT OF ENTRY
THIS OPTION AGREEMENT AND RIGHT OF ENTRY
(Agreement) is made
this _____ day of __________________________, 2016 , by and among the
City of Cottage Grove, a municipal corporation under the laws of Minnesota (City), and the
Cottage Grove Economic Development Authority, a public body corporate and politic (EDA)
and Glendenning Farms, L.P., a Minnesota limited partnership, WAG Farms, Inc., a Minnesota
corporation, and Joan Glendenning Kennedy Family Limited Partnership, a Minnesota Family
Limited Partnership (individually and collectively referred to as Landowners).
WITNESSETH:
WHEREAS,
Landowners own real property located in the City of Cottage Grove,
Minnesota, legally described on Exhibit A (the Property) and depicted on the map attached on
Exhibit B; and
WHEREAS
, the City has installed, at its own cost, certain public improvements on or
near the Property to enhance the developability of the Property, including, but not limited to
sanitary sewer, storm sewer, city water, storm water basins, general site grading activity and
roadway improvements ; and
WHEREAS
, the City incurred significant costs and expenses and provided significant
benefit to the Property at the time it installed the Public Improvements on or near the Property to
enhance the developability of the Property; and
WHEREAS,
the City continues to incur costs and expenses related to seeking shovel-
ready certification from the Minnesota Department of Employment and Economic Development
in order to actively and aggressively market the Property; and
WHEREAS,
the City currently utilizes portions of certain parcels known as the Dog
Park Property and Composting Property for public purposes pursuant to lease agreements; and
WHEREAS
, the Dog Park Property and Composting Property present unique
topographical and other environmental challenges to the developability of these parcels, thus
reducing their property values; and
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WHEREAS,
the Fire Station Property is located immediately adjacent to other City-
owned property and the City may desire to develop it consistent with a public purpose but the
parcel also has topographical and other environmental challenges that reduce its property value;
and
WHEREAS
, the City, EDA and Landowners are interested in continuing to promote the
sale and development of the Property; and
WHEREAS,
the City and EDA are also interested in recapturing its Public Improvement
costs either by reselling the land to a developer or in the event that the Agreement is terminated
prior to the sale of all of the Property, then upon termination of this Agreement, by recapturing
its Public Improvement costs directly from the Landowners; and
WHEREAS,
due to the amount of expense incurred by the City for the Public
Improvements, which expenses have not been assessed against the Property, Landowners agree
to give the EDA development rights to the Property and agree to sell the Property to the EDA at
a reduced purchase price in exchange for not having the City levy assessments for the cost of the
installed Public Improvements against the Property; and
WHEREAS,
in furtherance of the special relationship with respect to the City, the EDA
and Landowners, Landowners desire to grant to EDA an exclusive option to purchase the
Property subject to the terms and conditions of this Agreement; and
WHEREAS,
in order to make the Property more attractive to potential purchasers, the
City and Landowners desire that the City perform certain grading, tree clearing and improvement
of the Property in order to create attractive building sites; and
WHEREAS
, in order to continue to promote the sale and development of the Property,
the City, EDA and Landowners desire to memorialize their agreement as it relates to their
respective rights, duties and obligations as it pertains to the Property and the future sale and
development of the Property.
NOW, THEREFORE
, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
GRANT OF OPTION AND RIGHT OF ENTRY
1.. The Landowners hereby
irrevocably grant to EDA the exclusive option to purchase all or some of the
Property, in one or more transactions, in accordance with the terms and conditions
contained in this Agreement. The Landowners hereby also irrevocably grant to
City a right of entry for the term of this Agreement, and regardless of whether the
Option has been exercised, to satisfy the contingency identified in Section 6(g) of
this option.
OPTION PERIOD
2.. This exclusive option is irrevocable until all of the Property
has been purchased by the EDA pursuant to this Agreement or the EDA chooses
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to terminate its rights to some or all of the Property contemplated herein,
whichever occurs first .
EXERCISE OF OPTION TO PURCHASE
3.. EDA, in its sole discretion may
exercise its exclusive option at any time during the Option Period by delivery of
written notice to Landowners of EDAs intent to purchase all or some of the
Property (Exercise Notice). The EDA may exercise its option until such time as
the Option Period expires. For purposes of the exercise of the option,
references to the Property in this Agreement shall refer to that portion of the
Property that is being purchased by EDA for any particular exercise of the option
granted hereunder, as the context requires.
SALE AND DEVELOPMENT BY EDA.
4.
(a)Simultaneously to exercising all or part of the option conferred on it by
this Agreement and proceeding to close the sale contemplated hereby with
Landowners, the EDA may enter into a purchase agreement for the sale
and development of the Property, or any portion thereof, to a third party
for a use that is acceptable to the EDA in its sole discretion.
(b)Landowners acknowledge that the EDA may sell the Property, or any
portion thereof, to a Developer at any price determined by the EDA, in the
EDAs absolute and sole discretion.
(c)At no cost to the City, or any subsequent buyer of the Property,
Landowners agree to convey by deed to the City the fee title interest of
Property that is required, or an easement interest, as determined by the
City in the Citys absolute and sole discretion, for additional rights-of-
way, turn lanes or roadway purposes to meet federal, state or local law or
to facilitate development of the Property.
(d)At no cost to the City, or any subsequent buyer of the Property, or any
portion thereof, Landowners agree to grant to the City any drainage or
utility easements, regional storm water basins as easements or in fee title,
if the Property is required for the intended end use, as
determined by the City in the Citys absolute and sole discretion, to meet
federal, state or local law or to facilitate development of the Property, or
any portion thereof.
(e)It shall be the sole responsibility of the Landowners, and not of the City or
the EDA, to pay all real estate broker fees or commissions that may be
charged by a broker in connection with a purchase of the Property, or a
portion thereof, by the City or the EDA from the Landowners.
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PURCHASE PRICE AND MANNER OF PAYMENT.
5. The purchase price
paid by the EDA to the Landowners for the Property or certain portions thereof
shall be determined as follows:
(a)The purchase price for the property identified on the attached
Exhibit C ire Station P
$1.25 per square foot, as determined by a survey of the Fire Station
Property, or any portion thereof to be sold pursuant to the exercise of the
option conferred by this Agreement.
(b)The purchase price for the property identified on the
attached Exhibit C
be $1.25 per square foot, as determined by a survey of the Dog Park
Property, or any portion thereof to be sold pursuant to the exercise of the
option conferred by this Agreement.
(c)The purchase price for the property identified on the
attached Exhibit C
shall be $1.25 per square foot, as determined by a survey of the
Composting Property, or any portion thereof to be sold pursuant to the
exercise of the option conferred by this Agreement.
(d)The purchase price for all other property other than the Fire Station
Property, the Dog Park Property, or the Composting Property shall be
$1.75 per square foot, as determined by a survey of the portion of the
Property to be sold pursuant to the exercise of the option conferred by this
Agreement.
the Property or portion of the Property purchased shall be payable in immediately
available funds by wire transfer on the Closing Date.
CONTINGENCIES.
6.The obligations of EDA under this Agreement are
contingent upon each of the following:
(a)Representations and Warranties. The representations and warranties of
Landowners contained in this Agreement must be true now and on the
Closing Date as if made on the Closing Date and Landowners shall have
delivered to EDA at closing a certificate dated as of the Closing Date,
signed by Landowners, certifying that such representations and warranties
are true as of the Closing Date (the Bring-down Certificate).
(b)Title. Title shall have been found acceptable, or been made acceptable, in
accordance with the requirements and terms of Section 11 below.
(c)Performance of Landowners Obligations. Landowners shall have
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performed all of the obligations required to be performed by Landowners
under this Agreement, as and when required by this Agreement. Included
within the obligations of Landowners under this Agreement shall be the
following:
(i)Landowners shall allow EDA, and EDAs agents, access to the
Property without charge and at all reasonable times for the purpose
of EDAs inspection of the Property. EDA shall pay all costs and
expenses of such investigation and testing and shall hold
Landowners and the Property harmless from all costs and liabilities
relating to EDAs activities, except arising out of any conditions
discovered by EDA in the course of EDAs inspections. All such
inspections shall have been completed on or before the
Contingency Date as defined below.
(ii)Upon request, Landowners shall deliver to EDA true and correct
copies of all environmental assessments of the Property in the
possession of the Landowners, if any, and copies of all documents
and materials described on the attached Exhibit D to the extent that
they are in Landowners possession or control (collectively the
Due Diligence Items). EDA may conduct further environmental
assessments of the Property at EDAs cost.
(d)Testing. EDA shall have determined, on or before the Contingency Date,
that it is satisfied with the results of and matters disclosed by soil tests,
well tests, engineering inspections, hazardous waste and environmental
reviews of the Property.
(e)Tenancies. EDA is acquiring the Property as of the Closing Date free and
clear of any leases or subleases to which Landowners is party or which
otherwise encumber the Property.
(f)Document Review. EDA shall have determined, on or before the
Contingency Date that it is satisfied with its review and analysis of the
Due Diligence Items.
(g)Right of Entry and Property Improvement. City and EDA, and their
agents shall have the right, but not the obligation, to access a portion or all
of the entire Property at all reasonable times for the purpose of
environmental investigations, including Environmental Assessment
Worksheet, Phase I and Phase II, grading, tree clearing, construction of a
regional storm basin and other improvements of the Property designed to
turn the Property into attractive buildable sites. City and EDA shall hold
Landowners harmless from all costs and liabilities, including crop damage
relating to Citys or EDAs right-of-entry activities, except arising out of
any conditions discovered by City or EDA in the course of Citys or
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EDAs activities on the Property.
(h)Conditions Affecting Use of the Real Property. As of the Closing
Date, there shall not be any building, zoning or platting laws, ordinances
or state or federal regulations or easements, which restrict the use of the
intended use.
(i)Purchase Agreement and Development Agreement. As of the Closing
Date, City and/or EDA shall have a fully executed Purchase Agreement
and Development Agreement with a Developer who will acquire and
develop the Property and all due diligence provisions of those agreements
are satisfied and there are no obstacles that would prevent the EDA from
closing with the Developer.
The Contingency Date shall be 60 days following EDAs receipt of written notice from
Landowners that City has received all Due Diligence Items. If the items referenced in Section 6
(c) (i), 6 (c) (ii), and 6 (f) have not been satisfied on or before the Contingency Date, then this
Agreement may be terminated, at EDAs option, by written notice from EDA to Landowners.
Upon such termination, neither party will have any further rights or obligations regarding this
Agreement or the Property. All the contingencies set forth in this Section 6 are specifically stated
and agreed to be for the sole and exclusive benefit of the EDA. The EDA shall have the right to
unilaterally waive any contingency by written notice to Landowners.
CLOSING
7.. The transaction contemplated by this Agreement shall be closed
within 60 days after the Contingency Date , unless
a different date is agreed to by the parties. The Closing shall be in the office of
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DCA Title, 7373-147 Title
Company. The date, time or place of the Closing Date or all of them may be
changed by written agreement of the parties.
CLOSING DOCUMENTS
8.
(a)Landowners Closing Documents. On the Closing Date, Landowners shall
execute and/or deliver to EDA the following (collectively, Landowners
Closing Documents):
(i)Warranty Deed. A Warranty Deed, in recordable form conveying
the Property to EDA, free and clear of all encumbrances, except
easements, reservations and restrictions of record, if any, and those
Permitted Encumbrances listed in Exhibit 5, attached hereto and
incorporated herein by reference.
(ii)Bring-down Certificate. The Bring-down Certificate.
(iii)Landowners Affidavit. An Affidavit of Title by Landowners
indicating that on the Closing Date there are no outstanding,
6
unsatisfied judgments, tax liens or bankruptcies against or
involving Landowners 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 mechanics liens could be filed; and
that there are no other unrecorded interests in the Property,
together with whatever standard owners affidavit and/or
indemnity (ALTA Form) which may be required by Title
Company to issue an Owners Policy of Title Insurance.
(iv)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.
(v)IRS Reporting Form. The appropriate Federal Income Tax
reporting form, if any is required.
(vi)Other Documents. All other documents reasonably required by
City, EDA or Title Company to be necessary to transfer the
Property to EDA.
(b)EDAs Closing Documents. On the Closing Date, EDA will execute
and/or deliver to Landowners the following (collectively, EDAs Closing
Documents):
(i) Purchase Price. The Purchase Price shall be paid by EDA to
Landowners by wire transfer of immediately available funds.
(ii) Other Documents. All other documents reasonably determined by
Landowners or Title Company to be necessary to transfer the
Property from Landowners to EDA.
PRORATIONS
9.. Landowners and EDA agree to the following prorations and
allocation of costs regarding this Agreement:
(a)Title Commitment, Title Insurance and Closing Fee. EDA shall pay all
title charges for issuance of a Title Commitment. EDA shall pay any Title
Landowners and
EDA will each pay one-half of any closing fee or charge imposed by the
Title Company.
(b)Recording Costs. EDA shall pay all costs of recording the Deed and any
other documents necessary to convey the Property as required by this
Agreement.
(c)State Deed Tax. EDA will pay the Minnesota State Deed Tax necessary to
record the Warranty Deed.
7
(d)Attorney Fees. Each of the parties will pay its own attorney fees, except
that a party defaulting under this Agreement or any closing document shall
pay the reasonable attorney fees and court costs incurred by the non-
defaulting party to enforce its rights regarding such default.
REAL ESTATE TAXES AND SPECIAL ASSESSMENTS
10.. The real estate
taxes due and payable in the years prior to the year of Closing shall be paid in full
by the Landowners. The Landowners shall be responsible for paying any interest
and penalties due. The real estate taxes for the Property, or the portion(s) thereof
that are purchased, that are due and payable in the year of Closing shall be
prorated as of the Closing Date, based on the calendar year and a good faith per
square foot allocation of taxes where less than a full tax parcel is purchased. The
real estate taxes for the Property, or portion thereof purchased, due and payable in
the year after the Closing shall be the responsibility of the EDA. The Landowners
shall pay all pending and levied assessments as of the Closing Date, including any
installments of special assessments payable with the real estate taxes. EDA shall
pay all levied assessments after the Closing Date. The Landowners shall pay on
the Closing Date any deferred real estate taxes which is required as a result of the
closing of this sale. Further, Landowners shall warrant and represent to EDA that
as of the Closing Date there are no deferred taxes under the Minnesota
Agricultural Property Tax Law, Minnesota Statutes, Section 273.111 (Green
Acres Taxes). Landowners represent and warrant that the taxes due and payable
in the year of closing will be non-homestead tax classification.
TITLE
11.
(a)Landowners Title Evidence. Landowners shall provide the following to
EDA within 20 days after the date of the EDAs Exercise Notice:
(i)Title Commitment A commitment (Title Commitment) for an
ALTA form B 2006 Owners Policy of Title Insurance insuring
title to the Property in the amount of the Purchase Price, subject
only to the Permitted Encumbrances and including all appropriate
judgment and bankruptcy searches. The Title Commitment may
contain the standard pre-printed general exceptions for any
mechanics or materialmens liens for work performed or materials
furnished prior to the date of the policy, questions of survey or the
rights of existing parties in possession, and any state of facts that
exist after the date of the Title Commitment and up to the date of
recording of the documents establishing title in EDA; provided,
however, that such pre-printed exceptions shall be waived prior to
or at Closing.
(ii)UCC Searches. A report of UCC Searches made of the Uniform
Commercial Code records of the office of the Minnesota Secretary
8
of State showing no UCC filings regarding the Property or the
Landowners which encumber any of the Property.
(iii)Title Evidence. The Title Commitment, UCC Searches, and
Survey, if obtained by EDA, are collectively referred to as the
Title Evidence.
(b)EDAs Objections. Within 15 days after receiving the last of the Title
Evidence, EDA will make written objections (Objections) to the form
and/or contents of the Title Evidence. Citys failure to make Objections
within such time period will constitute waiver of Objections. In addition
to those Permitted Encumbrances shown on Exhibit 5, any other item
shown on such Title Evidence and not objected to by EDA shall be added
as an additional Permitted Encumbrance hereunder. Landowners will
have 60 days after receipt of the Objections to cure the Objections, during
which period the Closing will be postponed as necessary. Landowners
shall use its best efforts to correct any Objections. If the Objections are not
cured within such 60-day period, EDA will have the option to do any of
the following:
(i)Terminate this Agreement.
(ii) Waive the Objections and proceed to close.
(c)Title Policy. At Closing Title Company will furnish to EDA at Closing a
proforma title policy (Title Policy) issued by Title Company pursuant to
the Title Commitment, or a suitably marked up Title Commitment
initialed by Title Company undertaking to issue such a Title Policy in the
form required by the Title Commitment as approved by EDA.
OPERATION PRIOR TO CLOSING
12.. During the period from the Exercise
Notice to the Closing Date (the Executory Period), Landowners shall operate
and maintain the Property in the ordinary course of business in accordance with
prudent, reasonable business standards, including the maintenance of adequate
liability insurance and insurance against loss by fire, windstorm and other
hazards, casualties and contingencies, including vandalism and malicious
mischief. However, Landowners shall execute no contracts, leases or other
agreements regarding the Property during the Executory Period that are not
terminable on or before the Closing Date, and Landowners shall not extend any
existing contracts currently in place without the written consent of EDA.
REPRESENTATIONS AND WARRANTIES BY LANDOWNERS
13..
Landowners represent and warrants to City and EDA as follows:
(a)Authority. Landowners each respectively have the requisite power and
authority to enter into and perform this Agreement and those Landowners
Closing Documents signed by it; such documents have been duly
9
authorized by all necessary action on the part of Landowners and have
been duly executed and delivered; such execution, delivery and
performance by Landowners of such documents does not conflict with or
result in a violation of Landowners organizational documents or any
judgment, order, or decree of any court or arbiter to which Landowners is
a party; such documents are valid and binding obligations of Landowners,
and are enforceable in accordance with their terms.
(b)Title to Property. Landowners own the Property, free and clear of all
encumbrances, except for the Permitted Encumbrances.
(c)Utilities. Landowners have received no notice of actual or threatened
reduction or curtailment of any utility service now supplied to the
Property.
(d)Assessments. Landowners has received no notice of actual or threatened
special assessments or reassessments of the Property.
(e)Environmental Warranties. Landowners each respectively have disclosed
to City and EDA all information known to Landowners regarding the use,
generation, treatment, storage, release or disposal of any Hazardous
Substance (as hereinafter defined) at, on, or under the Property. To
Landowners knowledge and except as may be disclosed in the
environmental reports delivered to City and EDA as a part of the
Landowners Due Diligence Items, Landowners has received no written
notification from any governmental authority that (i) all or some portion of
the Property violates any Environmental Laws (defined below) or (ii) any
Hazardous Substances have been stored or generated at, released or
discharged from or are present upon the Property, except in the ordinary
course of business and in accordance with all Environmental Laws. As
used herein, Hazardous Substances means all hazardous or toxic
materials, substances, pollutants, contaminants, or wastes currently
identified as a hazardous substance or waste in any federal, state or local
legislation or ordinances applicable to the Land or the Improvements. As
used herein, the term Environmental Laws shall mean all federal, state
and local environmental laws, rules, statutes, directives, binding written
interpretations, binding written policies, ordinances and regulations issued
by any governmental authority and in effect as of the Effective Date with
respect to or which otherwise pertain to or affect the Land or the
Buildings, or any portion thereof, the use, ownership, occupancy or
operation of the Land or the Buildings, or any portion thereof, or any
owner of the Land, and as some have been amended, modified or
supplemented from time to time prior to the Effective Date comparable
state and local laws, and any and all rules and regulations which have
become effective prior to the Effective Date. To Landowners knowledge
and except as may be disclosed in the environmental reports delivered to
10
City and EDA as part of the Landowners deliveries, no above ground or
underground tanks, are located in or about the Property. There are no
known wells within the meaning of Minn. Stat. 103I.005 on the Property.
(f)Rights of Others to Purchase Property. Landowners have not entered into
any other contracts for the sale of the Property, nor are there any rights of
first refusal or options to purchase the Property or any other rights of
others that might prevent the consummation of this Agreement.
(g)Landowners Defaults. Landowners are not in default concerning any of
their respective obligations or liabilities regarding the Property.
(h)FIRPTA. Landowners are not a foreign person, foreign partnership,
foreign trust or foreign estate as those terms are defined in Section
1445 of the Internal Revenue Code.
(i)Proceedings. To Landowners knowledge, there is no action, litigation,
investigation, condemnation or proceeding of any kind pending or
threatened against Landowners or any portion of the Property, including
but not limited to any pending or threatened condemnation action.
(j)Agents and Employees. No management agents or other personnel
employed by Landowners in connection with the operation of the Property
have the right to continue such employment after the Closing Date.
(k)Contracts. There are no leases, property management contracts, service
contracts or similar contracts affecting the Property to which Landowners
respectively are a party and which will continue after the Closing Date and
cannot be cancelled on thirty (30) days notice from the Landowners.
(l)No Violations. To Landowners knowledge, no notice of violation has
been issued with regard to any applicable law, regulation, ordinance,
requirement, covenant, condition or restriction relating to the present use
or occupancy of the Property by any person, authority or agency having
jurisdiction.
Landowners will indemnify and hold City and EDA, and their successors and assigns,
harmless from any expenses or damages, including reasonable attorney fees, which City or EDA
incurs because of the breach of any of the above representations and warranties. Each of the
representations and warranties herein contained shall survive the Closing for a period of one (1)
year.
REPRESENTATIONS AND WARRANTIES BY CITY/EDA
14.. City and EDA
represent and warrant to Landowners that City and EDA have the requisite
powered authority and that City and EDA are duly qualified to transact business
in the State Minnesota; that City and EDA each have the requisite power and
11
authority to enter into this Agreement and EDAs Closing Documents signed by
it; such documents have been duly authorized by all necessary action on the part
of City or EDA and have been duly executed and delivered; that the execution,
delivery and performance by City or EDA of such documents do not conflict with
or result in violation of Citys or EDAs organizational documents or any
judgment, order or decree of any court or arbiter to which City or EDA is a party;
such documents are valid and binding obligations of City or EDA, and are
enforceable in accordance with their terms. City and EDA will indemnify and
hold Landowners, its successors and assigns, harmless from any expenses or
damages, including reasonable attorney fees, which Landowners incurs because
of the breach of any of the above representations and warranties for a period of
one (1) year.
CONDEMNATION
15.. If, prior to the Closing Date, eminent domain proceedings
are commenced against all or any part of the Property, Landowners shall
immediately give notice to EDA of such fact and at EDAs option (to be exercised
within thirty days after Landowners notice), this Agreement shall terminate, in
which event neither party will have further obligations under this Agreement. If
EDA shall fail to give such notice, then there shall be no reduction in the Purchase
Price but Landowners shall assign to EDA at the Closing Date all of Landowners
right, title and interest in and to any award made or to be made in the
condemnation proceedings. Prior to the Closing Date, Landowners shall not
designate counsel, appear in, or otherwise act with respect to the condemnation
proceedings without EDAs prior written consent.
BROKERS COMMISSION
16.. Landowners and EDA represent and warrant to
each other that they have dealt with no brokers, realtors, finders or the like in
connection with this transaction.
MUTUAL INDEMNIFICATION
17.. Landowners, City and EDA agree to
indemnify each other against, and hold each other harmless from, all liabilities,
including liabilities under Environmental Laws (including reasonable attorney
fees in defending against claims) arising out of the ownership, operation or
maintenance of the Property for their respective periods of ownership. Such
rights to indemnification will not arise to the extent that (a) the party seeking
indemnification actually receives insurance proceeds or other cash payments
directly attributable to the liability in question (net of the cost of collection,
including reasonable attorneys fees) or (b) the claim for indemnification arises
out of the act or neglect of the party seeking indemnification. If and to the extent
that the indemnified party has insurance coverage, or the right to make claim
against any third party for any amount to be indemnified against as set forth
above, the indemnified party will, upon full performance by the indemnifying
party of its indemnification obligations, assign such rights to the indemnifying
party or, if such rights are not assignable, the indemnified party will diligently
pursue such rights by appropriate legal action or proceeding and assign the
12
recovery and/or right of recovery to the indemnifying party to the extent of the
indemnification payment made by such party.
ASSIGNMENT
18.. City and EDA each may assign their respective rights under
this Agreement without the consent of Landowner.
SUCCESSORS AND ASSIGNS.
19. This Agreement shall be binding upon and
inure to the benefit of the Parties, their successors and assigns.
AS IS SALE
20.. As of the expiration of the Contingency Date, EDA
acknowledges, for EDA and EDAs successors and assigns that EDA, (i) has been
given a reasonable opportunity to inspect and investigate the Property and all
components of the Property, either independently or through agents and experts of
EDAs choosing, (ii) is acquiring the Property based upon EDAs own
investigation and inspection thereof and (iii) the Property is being purchased by
EDA in an As Is/Where Is condition without any representation or warranty of
Landowners except as stated in this Agreement.
SURVIVAL
21.. Unless expressly limited in this Agreement, all of the terms of this
Agreement will survive and be enforceable after the Closing as provided in this
Agreement.
EXHIBITS
22.. Exhibits to this Agreement are an integral part of this Agreement.
All of the Exhibits to be attached shall be so attached on or before the signing of
this Agreement and at such time shall become a part of this Agreement.
NOTICES
23.. Any notice required or permitted to be given by either party upon the
other is given in accordance with this Agreement if delivered personally, or if
mailed in a sealed envelope by United States registered or certified mail, return
receipt requested, postage prepaid, or if deposited cost paid with a nationally
recognized, reputable overnight courier, properly addressed as follows:
If to City:
City of Cottage Grove
12800 Ravine Parkway South
Cottage Grove, MN 55016
Attn: City Administrator
With a copy to:
Korine L. Land
LeVander, Gillen & Miller, P.A.
633 South Concord Street, Suite 400
South St. Paul, MN 55075
13
If to EDA:
Cottage Grove EDA
12800 Ravine Parkway South
Cottage Grove, MN 55016
Attn: Executive Director
If to Landowners:
WAG Farms, Inc.
Attn: William G. Glendenning
1765 Pinehurst Ave.
St Paul, MN 55116
Glendenning Farms, L.P.
Attn: William G. Glendenning
1765 Pinehurst Ave.
St Paul, MN 55116
Joan Glendenning Kennedy Family Limited Partnership
Attn: William S. Kennedy, Jr.
3988 Glenview Avenue
Arden Hills, MN 55112
With a copy to:
Robert J. Polski, Jr.
Attorney at Law
101 E. 5th Street, Suite 1500
St. Paul, MN 55101
Notices shall be deemed effective on the date of personally delivery, or one business day
after deposited with an overnight courier or the earlier of the date of receipt of the registered or
certified mail or three business days after deposited in the United States mail. 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.
CAPTIONS
24.. The paragraph headings or captions appearing in this Agreement
are for convenience only, are not a part of this Agreement and are not to be
considered in interpreting this Agreement.
ENTIRE AGREEMENT, MODIFICATION
25.. This written Agreement
constitutes the complete agreement between the parties and supersedes any prior
oral or written agreements between the parties regarding the Property. There are
no verbal agreements that change this Agreement and no waiver of any of its
terms will be effective unless in writing executed by the parties.
BINDING EFFECT
26.. This Agreement binds and benefits the parties and their
successors and assigns.
14
CONTROLLING LAW
27.. This Agreement has been made under the laws of the
State of Minnesota and such laws will control its interpretation.
TERMINATION OF OPTION
28.. This exclusive option shall terminate as
follows:
(a)When all the Property has been sold to EDA, in which case, the following
shall occur:
(i) This Option shall be of no further force or effect; and
(ii) Neither the Landowners nor EDA shall have any claim or right of
action, at law or equity, against the other or the Property arising
out of this Agreement, or any actions taken pursuant to this
Agreement.
(b)When the EDA terminates the Agreement, in which case, the following
shall occur:
(i) This Option shall be of no further force or effect;
(ii) Landowners shall be required to pay City for costs incurred for the
balance of the Public Improvements that have not already been
recaptured through the resale of the Property, which amount shall
be calculated up through the date of termination.
REMEDIES
29.. After the date of EDAs Exercise Notice to purchase the Property,
Landowners and EDA each have a legal duty to use good faith and due diligence
in completing the terms and conditions of this Agreement. A material failure to
perform any obligation under this Agreement is a default which may subject the
defaulting party to liability for damages or other legal remedies.
(a)If EDA defaults, Landowners may terminate the Agreement as
Landowners sole remedy;
(b)If Landowners default, EDA may:
(i) Sue for a specific performance. Any action which may be
commenced by EDA must be commenced within six (6) months
following the Closing Date; or
(ii) Terminate the Agreement and sue for actual damages, including
the unpaid balance of the Public Improvement costs.
15
COUNTERPARTS.
30. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
RIGHT TO INDEPENDENT COUNSEL
31.. Each of the parties has been
represented by independent counsel in connection with this Agreement or has
knowingly and voluntarily decided not to be represented by independent counsel.
Each of the parties represents that this Agreement has been read and understood
and that each have received a copy.
MUTUAL DRAFTING
32.. This Agreement is the mutual product of the parties
and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of each of the parties, and shall not be construed for or against any
party to this Agreement.
FURTHER ASSURANCES.
33. At any time and from time-to-time after the
signing and delivery of this Agreement, each party shall upon the reasonable
request of another party, sign, acknowledge and deliver all such further and other
assurances and documents, and will take such actions consistent with the terms of
this Agreement, as may be reasonably requested to carry out the transactions
contemplated by this Agreement and to permit each party to enjoy its rights and
benefits under this Agreement.
ABSENCE OF THIRD PARTY RIGHTS
34.. No provision of this Agreement is
intended, nor is any provision to be interpreted to provide or create any third party
beneficiary rights or any other rights of any kind in any client, customer, affiliate,
shareholder, employee or partner of any party to this Agreement or any other
person or entity.
INCORPORATION OF RECITALS.
35. The parties acknowledge and agree that
the recitals as contained in this Agreement are true and correct and incorporate all
of such recitals into this Agreement.
\[the remainder of this page has been intentionally left blank\]
16
CITY OF COTTAGE GROVE
By: ____________________________
Mayor Myron Bailey
By: ____________________________
City Clerk Joseph Fischbach
STATE OF MINNESOTA )
) ss.
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this ____ day of
_________________ 2016, by Myron Bailey and Joseph Fischbach, the Mayor and City Clerk of
the City of Cottage Grove, the Minnesota municipal corporation named in the foregoing instrument,
on behalf of said municipal corporation.
Notary Public
17
COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY
By: ____________________________
President Myron Bailey
By: ____________________________
Executive Director Charlene R. Stevens
STATE OF MINNESOTA )
) ss.
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this _____ day of ____________
2016, by Myron Bailey and Charlene R. Stevens, the President and Executive Director of the
Cottage Grove Economic Development Authority, the public body corporate and politic named in
the foregoing instrument, on behalf of said public body.
Notary Public
18
WAG Farms, Inc.
By:____________________________
William G. Glendenning
Its: President
STATE OF MINNESOTA )
) ss
COUNTY OF _________ )
The foregoing instrument was executed this ____ day of _________, 2016, by William G.
Glendenning, the President of WAG Farms, Inc., a Minnesota corporation, on behalf of the
corporation.
____________________________________
Notary Public
Glendenning Farms, L.P.
By:____________________________
William G. Glendenning
Its: General Partner
STATE OF MINNESOTA )
) ss
COUNTY OF _________ )
The foregoing instrument was executed this ____ day of _________, 2016, by William G.
Glendenning, the General Partner of Glendenning Farms, L.P, a Minnesota limited partnership, on
behalf of the partnership.
____________________________________
Notary Public
19
Joan Glendenning Kennedy Family Limited Partnership
By:____________________________
William S. Kennedy, Jr.
Its: General Partner
STATE OF MINNESOTA )
) ss
COUNTY OF _________ )
The foregoing instrument was executed this ____ day of _________, 2016, by William S.
Kennedy, Jr., the General Partner of Joan Glendenning Kennedy Family Limited Partnership, on
behalf of the partnership.
____________________________________
Notary Public
This instrument was drafted by: After recording, please return to:
Korine L. Land, #262432 Korine L. Land, #262432
LeVander, Gillen & Miller, P.A. LeVander, Gillen & Miller
633 South Concord Street, Suite 400 633 South Concord Street, Suite 400
South St. Paul, Minnesota 55075 South St. Paul, Minnesota 55075
(651)451-1831 (651)451-1831
20
EXHIBIT A
Legal Descriptions
1.Legal Description for Parcel Number 20.027.21.44.0005
th
Outlot B, Glengrove Industrial Park 4 Addition, according to the recorded plat thereof,
Washington County, Minnesota.
2.Legal Description for Parcel Number 21.027.21.34.0006
That part of the East Half of the Southwest Quarter of Section 21, Township 27, Range 21,
Washington County, Minnesota, described as follows:
Commencing at the southeast corner of said East Half of the Southwest Quarter; thence South 89
degrees 17 minutes 07 seconds West, assumed bearing, along the south line of said East Half of
the Southwest Quarter, a distance of 550.00 feet; thence North 00 degrees 41 minutes 09 seconds
West, parallel with the east line of said East Half of the Southwest Quarter 2012.34 feet to the
point of beginning of the tract to be herein described; thence continue North 00 degrees 41
minutes 09 seconds West, parallel with said east line 270.97 feet; thence northerly 49.03 feet
along a tangential curve concave to the east, having a radius of 2864.79 feet and a central angle
of 00 degrees 58 minutes 50 seconds; thence North 89 degrees 17 minutes 07 seconds East, not
tangent to said curve and parallel with said south line 289.58 feet; thence south 00 degrees 41
minutes 09 seconds East, parallel with said east line 320.00 feet to the intersection with a line
drawn parallel with the south line of said East Half of the Southwest Quarter from the point of
beginning; thence South 89 degrees 17 minutes 07 seconds West, along said last described
parallel line 290.00 feet to the point of beginning. Subject to the westerly 60.00 feet thereof for
th
Jamaica Avenue right-of-way. Subject to the southerly 30.00 feet thereof for 95 Street South
right-of-way, located in the City of Cottage Grove, County of Washington, State of Minnesota.
3.Legal Description for Parcel Number 21.027.21.24.0001
That part of the West Half of Section 21, Township 27, Range 21, Washington County,
Minnesota, lying southerly of the right of way of the Chicago, Milwaukee, St. Paul and Pacific
Railroad, except that part of said West Half described as follows:
Commencing at a point on the south line of said West Half distant 550 feet west from the
southeast corner of said West Half; thence on an assumed bearing of North 0 degrees 16 minutes
00 seconds East and parallel with the east line of said West Half 2042.34 feet to the actual point
of beginning of the land to be hereinafter described; thence continuing North 0 degrees 16
minutes 00 seconds East 240.97 feet; thence northerly along a tangential curve concave to the
east having a radius of 2864.79 feet, an arc distance of 957.86 feet more or less to the southerly
right of way line of the Chicago, Milwaukee, St. Paul and Pacific Railroad, thence northwesterly
73.50 feet along said right of way line on a non-tangential curve concave to the Southwest
having a radius of 5680.44 feet, a central angle of 0 degrees 44 minutes 29 seconds and the chord
of the last described curve bears North 51 degrees 31 minutes 26 seconds West; thence North 51
21
degrees 53 minutes 41 seconds West along said right of way line 2752.70 feet more or less to the
west line of said West Half; thence 0 degrees 15 minutes 15 seconds West along said west line
2315.70 feet to the southwest corner of the Northwest Quarter of said Section 21; thence South
72 degrees 43 minutes 38 seconds East 2049.63 feet; thence South 89 degrees 44 minutes East
112.53 feet more or less to the actual point of beginning, except the East 60 feet thereof.
4.Legal Description for Parcel Number 21.027.21.42.0001
That part of the West Half of the East Half of Section 21, Township 27, Range 21,
formerly platted as Blocks 43 to 50 inclusive and Block 55 of the Village of Langdon,
according to the plat thereof as recorded in Book B of Plats page 5 in the Office of the Register
of Deeds in and for said County, together with the streets and alleys abutting thereon, which
were vacated by an Order of the District Court, First Judicial District, Washington County,
Minnesota, dated March 5, 1882.
5.Legal Description for Parcel Number 21.027.21.32.0004
st
Outlot G, Glengrove Industrial Park 1 Addition.
6.Legal Description for Parcel Number 20.027.21.22.0048
Outlot A, Hamlet Park South.
7.Legal Description for Parcel Number 20.027.21.42.0009
th
Outlot A, Glengrove Industrial Park 5 Addition.
8.Legal Description for Parcel Number 20.027.21.41.0016
st
Outlot F, Glengrove Industrial Park 1 Addition, Washington County
Except:
st
That part of Outlot F. Glengrove Industrial Park 1 Addition, lying West of a line described as
beginning at a point on the North line of said Outlot F, distant 344.02 feet East of the northwest
corner of said Outlot F; thence Southerly at right angles to said north line to the South line of
said Outlot F and there terminating.
And Except:
st
The East 280.00 feet of the West 624.02 feet of Outlot F. Glengrove Industrial Park 1 Addition
And Except:
st
The East 192.00 feet of the West 816.02 feet of Outlot F. Glengrove Industrial Park 1 Addition
9.Legal Description for Parcel Number 20.027.21.43.0008
th
Lot 1, Block 1, Glengrove Industrial Park 5 Addition.
22
EXHIBIT B
Map of Property
23
EXHIBIT C
24
EXHIBIT D
Due Diligence Materials
Landowners Documents
1.Environmental reports, remediation reports and other documentation regarding the
environmental condition of the Property
2.Site plans, topographical drawings, soil reports, utility plans
3.Copies of existing surveys, including wetland surveys
4.
city contracts or leases
5.Copies of reports, assessments file by Seller with the MPCA or other state, county or
other regulatory agency regarding any existing or former underground storage tanks on
the Property
25