HomeMy WebLinkAbout09D Land Exchange - 8677 70th Street South LANDEXCHANGE AGREEMENT
THIS LAND EXCHANGE AGREEMENT (this "AgieemenY') is made and entered into effective as
of August 9, 2017 ("Effective Date"), by and between Cory W. Wood and Amber K. Wood, a married
couple ("Owners") and the City of Cottage Grove, a municipal corporation(the "Cit}'').
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. ThePropeMies.
A. Owners own the property legally described on E�ibit A (the "Owners' Propert}'').
B. Owners own the proper[y legally described and depicted on E�ubit B, wMch is the
portion of Owners' Property that is located in the right of way of CSAH22/70�' Sheet
("Right of Way Property").
C. The City owns the property legally described on E�ribit C(the "City's Propert}'').
2. Exchanee. Owners desire to acquire the City's Property from the City in exchange for the
Right of Way Proper[y, and the City desires to acquire the RigM of Way Proper[y in excktange
for the City's Property. Upon satisfaction of the terms and conditions of ttus Agreement as
hereirtafter provided, Owners sktall hansfer to the City all of Owners' right, tiTle and interest in
and to the Right of Way Property, and the City shall hansfer to Owners all of City's right, tifle
and interest in and to the City's Property.
3. Warranties and Reoresentations. Owners and the City hereby wurant and represent to the
other trtat, as of the date hereof, each of the following is hue and accurate with regard to their
respective property that they ue hansferring to the other:
A. That there is no existing pending or, to the best of either party's knowledge, threatened
violation, litigation, condemnation, suit, action, or proceeding before any court or
admirushative agency affecting their respective proper[y.
B. To the best of either par[y's knowledge, there are no adverse environmental conditions
affecting their respective proper[y wMch would ktave a material negative impact upon
development of their respective proper[y. There ue no underground or above-ground
storage tanks located on or about their respective property.
C. That Owners and the City have fee simple ownersMp of their respective property,
subject only to such matters that appeu on the record of tiTle, and trtat both parties ktave
the full rigM and authority to convey their respective property to the other as provided
in trus Agreement.
D. The individuals executing ttus Agreement on bektalf of each party have the requisite
authority to execute this Agieement and such other documenTs as ue contemplated or to
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be delivered by such par[y herein, and to bind such par[y thereto; and each puty has the
full and complete authority to sell their respective property.
E. Neither puty is in default in the performance of any of their respective obligations
under any easement agreement, covertant, condition, reshiction or other instrument
relating to their respective proper[y.
F. Their respective property will, as of the Closing Date (hereinafter defined), be free and
cleu of all liens, security interests, all encumbrances, leases, pledges or other
restdctions or objections to tiTle, except as permitted by trus Agreement.
4. TitleMatters:
A. Commitment. As soon as practicable after the date of trus Agreement, Owners and the
City, at their respective sole cost and expense, sktall obtain for their respective property
a current Tifle Commitment for an Owner's Tifle Policy(the "CommitmenY') issued by
DCA Tifle (the `"Pifle Compan}''), showing the status of tifle of their respective
property and all exceptions, including liens, encumbrances, easements, reshictions,
rigMs-of-way, covenants, reservations and other conditions, if any, affecting their
respective property wMch would appeu in a tiTle policy, if issued, and committing to
issue such tiTle policy to the other puty in the full amount of coverage required by each
party for the Property to be acquired by each such party under trus Agreement at the
Closing. Accompanying such Commitment, each par[y sktall also receive from the TiTle
Company legible copies of all documents affecting the properties and referred to in the
Commitment. Each party shall pay the cost of obtaining any tifle policy.
B. Title Objec[ioa If such Commitment described in Section 4.A. shows exceptions,
defects or other matters adverse to the insurability of tiTle and/or objectiortable to either
par[y, such par[y sktall make written objection to the other of such exception within
forty-five (45) days of the later to occur of(i) the Effective Date of this Agieement or
(ii) receipt by each puty of both the Commitment. Neither party need object to
mortgages or monetary liens. If either party fails to cure such defects within fifteen(15)
days of receipt of a written objection and prior to the Closing Date, or if either party
notifies the other of its decision not to cure or remove some or all of such defects wittun
fifteen(15) days of receipt of a written objection and prior to the Closing Date, then the
other puty may either (a) terminate this Agreement by giving written notice thereof,
and neither puty shall thereafter have any fiuther rigMs, duties or obligations
hereunder, or (b) elect to proceed with the hansfers of the Properties subject to the
objected matters. If not sooner satisfied, both parties sktall satisfy any mortgages or
monetary liens at Closing.
5. Colrtineencies. Both parties' obligation to close trus hansaction and excktange the Properties is
contingent upon the satisfaction of each of the following:
A Each puty shall ktave approved the Commitment described in Section 4.A. and sktall
have received a "mukup" of the Commitment by wMch the Tifle Company
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unconditiortally commits to insure each par[y's tiTle in the proper[y to be acquired by
them in the amounts required by each par[y, with such deletions as is required by each
party, including without limitation, deleting the so-called"standard exceptions."
B. The other conveyances, terms and conditions of trus Agreement sktall ktave occurred and
been satisfied.
C. Owners have removed trtat portion of the existing driveway located within the Right of
Way Property and within Owners' Property to a distance that is at least 20 feet from the
southern border of the Right of Way Property by retiuning the uea to seed or sod.
D. Owners agree to no lon�er utilize the driveway uea that was removed in SC. as a
driveway for access to 70 Sheet after the Closing Date.
E. Owners have conshucted a new driveway onto Isleton Avenue South in a location that
is approved by the City Engineer. The construction of the new driveway shall be
completed by the Closing Date.
F. Owners sktall be assigned a new address of 7025 Isleton Avenue South.
6. Closine. Provided trtat trus Agreement has not been canceled or terminated as allowed herein,
the Closing (herein the "Closing") shall take place on a date mutually acceptable to Owners and
the City that is no later tttan October 31, 2017 (the "Closing Date"). The Closing shall take
place at a mutually agreeable time and place. Delivery of possession of the Properties shall
occur on the Closing Date.
On the Closing Date, each par[y sktall execute and deliver to the other party
A. A wuranty deed conveying marketable tiTle to the Property conveyed by such puty
subject only to the Permitted Encumbrances;
B. All documents and instruments trtat may be required of such par[y under applicable law,
including any revenue or tax certificates or statements, or any affidavits, certifications
or statements relating to the environmental condition of any of their respective property;
C. All other documents reasonably determined by either party or the TiTle Company to be
necessuy to hansfer their respective property to the other par[y free and cleu of all
encumbrances except those permitted under trus Agreement;
7. Closine Costs. The parties shall pay the following costs and expenses in connection with the
Closing:
A Each party shall pay for the cost of obtairung any required tiTle curative documenTs for
their respective property;
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B. Each puty shall pay the recording fees for any tiTle curative documents for their
respective property;
C. Each party shall pay any deed tax or other realty hansfer fees imposed upon the hansfer
of their respective property;
D. The City shall pay Owners $425 to assist with offsetting the cost of obtaining a putial
release from US Bank for the RigM of Way Property.
E. The parties sktall equally sktare the closing fees chuged by the TiTle Company;
F. Each par[y shall pay the recording fees for its warranty deeds;
G. Each par[y shall pay their respective attomeys' fees;
H. Other costs to be paid by either party set forth herein; and
I. All other expenses incurred by either par[y with respect to the conveyance of the deeds
and Closing under this Agieement, including but not limited to each parties' respective
attomeys' fees, ue to be bome and paid exclusively by the puty incurring the same,
without reimbursement except to the extent otherwise specifically provided in this
Agreement.
8. Taxes and Soecial Assessments. Each party sktall pay all real estate taxes and special
assessments due in the yeus prior to the yeu of Closing. All general real estate taxes and
special assessments certified and due and payable in the yeu of Closing sktall be prorated as of
the Closing Date.
9. Notices. Any notice wMch any party hereto may desire or may be required to give to any other
party shall be in writing and either (a) mailed by certified mail, retum receipt requested, or (b)
sent by ovemight curier wMch provides for a retum receipt, or (c) sent by facsimile to the
par[y's fax number indicated below. Any such notice sktall be sent to the respective par[y's
address as set forth below or to such other address as such party may, by notice in writing
desigrtate as its address. Any such notice shall constitute service of notice hereunder three (3)
days after the mailing thereof by certified mail, one (1) day after the sending thereof by
ovemight curier, and on the same day as the sending of a facsimile pursuant to the terms
hereof. The notices sktall be addressed as follows:
A. If to the City: City of Cottage Grove, Minnesota
Attn: Cktarlene Stevens
Cottage Grove City Hall
12800 Ravine Pukway South
Cottage Grove, Minnesota 55016
With a copy to: LeVander, Gillen& Miller, P.A.
Attn: Korine L. Land
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633 South Concord Sheet, Suite 400
South St. Paul, MN 55075
B. If to Owners Cory W. and Amber K. Wood
7025Is1etonAvenue South
Cottage Grove, MN 55016
10. SurvivaL Each and every representation, agreement, covenant and warranty made by either
par[y in trus Agreement, or in any e�ubit attached hereto sktall be effective and sktall survive
the Closing as expressed and provided for in this Agieement, for a period of twelve (12)
months following the Closing Date.
11. Default. If either par[y shall default under ttus Agreement and the transaction cannot be
consummated or is not consummated by the puties as a result of such default, then the
nondefaulting party sktall be entifled, at their option,to (i) declue ttus Agreement to be null and
void, in wMch event neither party shall ktave any further claims against, obligations to or rigMs
against the other or (ii) enforce ttus Agieement by specific performance.
12. Riehts of Insoection: Tes[ine and Review of Prooertv. Each party authorizes the other, their
respective counsel, accountants, agents and other representatives, to have access to the other's
Property and all puts thereof, at reasonable times and in coordirtation with activities taking
place on said Proper[y and to investigate and inspect the physical condition of said Property.
Each puty shall, at such party's sole cost and exPense, restore and/or repair the other's
Property to the condition the same was in prior to such party's enhy and inspections.
Furthermore, each puty sktall indemnify and hold the other harmless against any and all
liability, damages, claims, suits, causes of action or any proceeding including reasonable
attomeys' fees arising out of such party's or its employees and agents, conducting inspections
on the other's Property.
13. Miscellaneous:
A. Time is stdcTly of the essence hereunder.
B. TMs Agreement shall be binding upon the successors and assigns of both parties and
sktall inure to the benefit of each party,their successors and assigns.
C. Any reference in ttus Agreement by name or number, to a govemment department,
agency, statute, regulation, program or form shall include any successor or similu
department agency, statute, regulation,program or form.
D. All articles, section tiTles and headings in this Agreement ue for converuence only.
They sktall not be deemed part of this Agreement and in no way define, limit, extend or
describe the scope or intent of any provisions hereof.
E. TMs written Agreement constitutes the complete Agreement between the parties and
supersedes any prior oral or written agreements between parties reguding their
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respective property. There ue no verbal agreements that change this Agreement and no
waiver of any of iTs terms will be effective unless in a writing executed by the parties.
F. TMs Agreement ktas been made under the laws of the State of Minnesota, and such laws
will conhol its interpretation.
G. The parties execute and deliver all documents, provide all information and take and
forbeu from all such action as may be necessuy or appropriate to acMeve the purposes
of trus Agreement.
H. No provision of trus Agreement sktall be construed by any court or other judicial
authority against either party by reason of any such puty being deemed to have drafted
or structured such provision.
I. Each puty sktall have the right to assign its rigMs hereunder to any entity in wMch each
par[y holds a conholling interest Any other assignments require the other par[y's
written consent Each party may assign its interest hereunder only after receiving the
other party's written consent.
J. TMs Agreement may be executed in several counterparts, each of wMch when executed
is considered an original, but all of wMch together shall constitute one insfiunent.
Sepuate signature pages may be signed by each puty to ttus Agreement and each
complete set of pages heretq with sigrtature pages signed by each puty, sktall constitute
one original of ttus Agreement TMs Agreement may be delivered by facsimile or email
and the parties agree to accept and be bound by facsimile or email sigrtatures.
K If any provision of ttus Agreement shall be determined to be invalid or unenforceable,
the remaining provisions shall not thereby be rendered invalid or unenforceable,
provided that the remairung provisions, taken together, do not materially reduce the
benefits or increase the obligations of any par[y hereunder.
L. No delay in the exercise of any rigM shall be deemed a waiver thereof, nor shall the
waiver of a right or remedy in a particulu instance constitute a waiver of such right or
remedy generally.
[Remainder ofpage intentionally blankJ
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OWNERS
Cory W.Wood
Signature
Amber K Wood
Signature
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CITY OF COTTAGE GROVE
By:
Mayor Myron Bailey
By:
City Clerk Joseph Fischbach
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EXHIBIT A
OWNERS' PROPERTY
PID
The West 220 feet of the East 1552.50 feet of the North 325 feet of the Northeast'/ of Section 9,
TownsMp 27 North, Range 21 West,WasMngton County, Minnesota
Abshact
A-1
EXHIBIT B
RIGHT OF WAY PROPERTY
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EXHIBIT C
THE CITY'S PROPERTY
PID:
OuTlot B, Kingsborough Woods,WasMngton County, Minnesota
Abshact
G1