02-12-2003 Council Agenda - Laserfiche WebLink

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(c) Place and said line there teuuinating. (Hereinafter referred to as the "Additional Property ".) The conveyance of property shall occur in the following manner. As of the date of this Agreement, MPD shall deliver to Commercial Partners Title LLC two Warranty Deeds in recordable form as follows. The first Deed shall convey marketable title, free and clear of any liens or encumbrances, to the Subject Property, in the form set forth on Exhibit A. The second Deed shall convey marketable title, free and clear of any lien or encumbrance, to both the Subject Property and the Additional Property, in the form set forth on Exhibit B. Title shall hold such deeds in escrow and deliver the appropriate deed to Little Canada after either the vacation of First Bank Drive or July 1, 2003, whichever occurs first. If First Bank Drive has been vacated, Deed B shall be delivered. If on July 1, 2003, First Bank Drive has not been vacated, then Deed A shall be delivered. MPD shall pay all costs associated with the escrow arrangements with Commercial Partner Title LLC. 2. Ownership, Encumbrance of Property. MPD agrees it owns the Subject Property free and clear of any lien or encumbrance, and that it has the requisite authority to convey said property. MPD agrees that it will not sell, assign or encumber the Subject Property in any manner. MPD agrees that if it obtains the Additional Property that MPD will not sell, assign or encumber the Additional Property in any manner. 3. Recording of Deed. The City of Little Canada agrees not to record either Deed until either the completion of the vacation of First Bank Drive, or July 1, 2003, whichever occurs first. If the vacation of First Bank Drive is completed prior to July 1, 2003, and MPD becomes the owner of the Additional Property, Little Canada agrees to record the Deed in the form of Exhibit B, which will convey title to both the Subject Property and the Additional Property. If the vacation of the First Bank Drive is not completed by July 1, 2003, Little Canada may, at its option, record the Deed in the form of Exhibit A conveying title to only the Subject Property. 4. Breach of Agreement. If MPD breaches this Agreement or fails to abide by any of its terms, Little Canada may commence an action in Ramsey County District Court to recover damages from MPD or to seek MPD's specific performance of MPD's obligations under this Agreement. In any action to enforce MPD's performance of this Agreement, Little Canada shall be entitled to recover reasonable attorney's fees and costs. 5. Right of Entry/Lien Protection. MPD hereby grants Little Canada and its agents and assigns the right to enter onto said property as defined in Paragraph #1 for the purpose of constructing a storm water retention pond. City agrees to defend and indemnify MPD from any mechanics lien that is filed on subject property as a result of Little Canada's activities. 6. Escrow Agent Released. MPD and Little Canada hereby release Commercial Partners Title LLC from any liability relating to Title's administration of the escrowed documents pursuant to this Agreement, except liability based on the negligence of malfeasance of Commercial Partners Title LLC, its employees, agents and servants. Commercial Partners - 3 -