02-14-2007 Council Agenda - Laserfiche WebLink

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Parcel D all signs, encroachments, and existing improvements, including foundations and underground tanks, if any, within 30 days after McDonald's notifies the City that all conditions precedent have been satisfied. If the transaction contemplated by this Contract is consummated, McDonald's agrees to contribute $25,000.00 at Closing to the City for City's costs of demolition and removal of the improvements from Parcel D whether or not such total costs meet or exceed this amount. Notwithstanding the foregoing, in the event the severe weather conditions prohibit the removal of the tanks within said 30 day period the period may be extended but only until such time that weather permits removal of same. 8. Escrow: This transaction shall be closed in escrow with the title company listed in Article 5, under a deed and money escrow agreement conforming to this Contract, when the parties have approved their respective deeds and the title company is prepared to issue its final title policy, subject only to the approved title matters. Prior to closing, the parties shall submit to the other for approval a copy of the required deed. The deed for Parcels C and F shall contain the restrictive covenant described in Article 3 and a separate document shall be prepared to record the restrictive covenant for Parcel E. All current real estate taxes are to be prorated as of the date of closing, and if the amount of such taxes is not then ascertainable, the prorating shall be done on the basis of the amount of the most recent ascertainable taxes. All transfer and conveyance taxes or documentary stamps and special real estate taxes and assessments shall be divided equally between the parties. The party receiving title to the Parcel shall pay for the cost of recording the documents called for in this Contract. The cost of the escrow shall be divided equally between the parties. 9. Time of the Essence: Time is of the essence of this Contract, but any defaulting party shall have 10 days after receipt of written notice of a default to cure before the other party may terminate or exercise other remedies under this Contract. 10. Notices: All notices, waivers and demands shall be in writing and shall be sent by United States Certified Mail or overnight carrier with written delivery confirmation to City at City of Little Canada, 515 Little Canada Road East, Little Canada, MN 55117, Attention Joel Hanson, City Administrator or to McDonald's at One McDonald's Plaza, Oak Brook, Illinois 60523, Attention: Director, U.S. Legal Department (L /C: 022 - 0071). 11. Conflicts of Interest: City and any party executing this Contract on behalf of City (collectively called "City ") represents that, to the best of City's knowledge, no person or entity connected directly or indirectly with City is an agent, employee, servant, supplier, licensee or officer of McDonald's or any subsidiary or affiliate of McDonald's. The parties executing this Contract acknowledge that McDonald's is relying upon these representations as inducement to enter into this Contract and misrepresentation shall be grounds for McDonald's to rescind this Contract. 12. Covenants: All of the covenants, warranties, representations and agreements in this Contract shall survive closing and shall run with the land and extend to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties. Each party has inspected the other's parcel and agrees to take title to the other's parcel "as is ", without warranty or representation of any kind, by the party or any agent of the party, either express or implied, as to its condition or fitness for use which is not expressly stated in this Contract. S:\HO \Dept \Legal\USLEGAL \Central Division \Midwest \022 -0071 {Little Canada1 \Real Estate Swao Contract (revised 02.08.071 nocS1HO \PEP- nLegaFl11SLEGAL Gettt(at.Diektie?? ic“Neel \0.22 - 4 : Attie- Canada }\ Real- Estate-Swap -Contract- (0- :- 2670- T)-dee -3-