09-12-2007 Council Agenda - Laserfiche WebLink

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UNDERTAKING AND ESCROW AGREEMENT THIS UNDERTAKING AND ESCROW AGREEMENT (this "Escrow Agreement ") is made as of this 0' day of April, 2007, by and between Twin Cities Stores, Inc., a Delaware corporation ( "Seller "), the City of Little Canada, a Minnesota municipal corporation ( "Buyer "), and Land Title, Inc. ( "Escrow Agent "). WHEREAS, on the date hereof, the Seller has conveyed to Buyer, and Buyer has purchased from Seller, certain real property located at 2250 Rice Street in Ramsey County, Little Canada, Minnesota (the "Property ") pursuant to a Purchase Agreement of even date herewith (the "Purchase Agreement "); and WHEREAS, pursuant to Section 3(0 of the Purchase Agreement, Seller agreed to remove all existing underground storage tanks from the Property and to remediate any petroleum contamination caused by leaks from any of such tanks in the manner required by the Minnesota Pollution Control Agency (the "NIPCA "), to the MPCA standards applicable and appropriate to the Property's continued use as a commercial /industrial property. NOW, THEREFORE, in consideration of the closing by Buyer of the purchase of the Property in accordance with the Purchase Agreement, and for other good and valuable consideration, the parties agree as follows: 1. Receipt by Escrow Agent. Escrow Agent hereby acknowledges receipt of the sum of Twenty Seven Thousand Eight Hundred Eighty Five and No Hundreds DOLLARS ($30,729.00) (the "Escrow Deposit "), to be held in escrow and disbursed as required by this Escrow Agreement. 2. Covenants by Seller. Seller agrees to cause the following to be completed at Seller's sole expense, in the manner required by the MPCA (collectively, the "Environmental Work "): (a) Removal of all underground storage tanks from the Property in the area denoted in bold lines on attached Exhibit A (the "Tank Area ") and in the 20 -foot area immediately adjacent to and bordering each side of the Tank Area (the "Buffer Area "), and submission of a correction request to the MPCA regarding the Underground Storage Tank database registration, which incorrectly identifies the number of underground tanks on the Property, as noted in the Memorandum attached as Exhibit A to the Purchase Agreement, (b) Completion of any remediation required by the MPCA related to any leaks of petroleum from the underground storage tanks noted above and to any petroleum contamination in the Tank Area and Buffer Area, whether or not related to the leaks from such tanks. If any remediation is required, Seller shall obtain a letter from the MPCA stating that it will require no further action with respect to the remediation therefor (the "Closure Letter "); provided, however, that such remediation shall be completed to the MPCA's standards applicable and. appropriate to the Property -8 continued use as a commercial /industrial property, and Seller shall have no liability or responsibility for any remediation beyond such standard. 7