HomeMy WebLinkAboutResolution No. 15-04 EDALINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 15-04
RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT
BETWEEN THE LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
AND D.R. HORTON, INC — MINNESOTA
BE IT RESOLVED By the Board of Commissioners ("Board") of the Lino Lakes Economic
Development Authority ("Authority") as follows:
Section 1. Recitals.
1.01. The property described as Outlot B and Outlot D, The Village No. 3, according to the
recorded plat thereof, Anoka County, Minnesota (the "Property") is a parcel located with the
Legacy at Woods Edge Development.
1.02. D.R. Horton, Inc. -Minnesota (the "Purchaser") has proposed to acquire the property
for residential development purposes consistent with the intended use of the property.
1.03. The Board has reviewed terms of a proposed Purchase and Sale Agreement between
the Authority and Purchaser (the "Purchase Agreement"), providing for conveyance by the
Authority of the Property to Purchaser and the subsequent development of that Property by
Purchaser.
1.04. In accordance with Minnesota Statutes, Section 469.105, subd. 2, the Authority has on
this date held a duly noticed public hearing regarding conveyance of the Property to Purchaser.
1.05. The Authority finds that conveyance of the Property to Purchaser in accordance with
the Purchase and Sale Agreement is in the best interests of the City and its residents, and that the
transaction furthers the Authority's general plan of economic development.
Section 2. Authority Approval; Further Proceedings.
2.01. The Purchase Agreement is hereby in all respects approved, subject to modifications
that do not alter the substance of the transaction and that are approved by the President and
Executive Director, provided that execution of the documents by such officials shall be conclusive
evidence of approval.
2.02. The President and Executive Director are hereby authorized to execute, on behalf of
the Authority, the Purchase and Sale Agreement, and any documents referenced therein requiring
execution by the Authority or otherwise required to effectuate the transaction described in those
documents.
2.03. Authority staff and consultants are authorized and directed to take all actions needed
to carry out the transactions describe in this Resolution.
Attachment 1, EDA_Res 15-04_Legacy B&D Horton.doc
Approved by the Board of Directors of the Lino Lakes Economic Development Authority,
this 28th day of December, 2015.
ATTEST:
Secretary
2
President
PURCHASE AND SALE AGREEMENT
BY
AND
BETWEEN
D.R. HORTON, INC. -MINNESOTA
AND
LINO LAKES
ECONOMIC DEVELOPMENT AUTHORITY
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TABLE OF CONTENTS
Section Page Number
1. PROPERTY TO BE SOLD AND PURCHASED 1
2. PURCHASE PRICE 1
3. OPTION PRICE AND EARNEST MONEY 1
4. TITLE EVIDENCE AND PROPERTY INFORMATION 2
5. TITLE APPROVAL PERIOD 3
6. INSPECTION PERIOD 4
7. NOTICE AND RIGHT TO CURE 8
8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER 8
9. SELLER'S ACQUISITION AGREEMENT 10
10. MEMORANDUM OF CONTRACT 10
11. CHANGE IN PROPERTY 11
12. CLOSING 12
13. DEFAULT 14
14. TERMINATION 15
15. COMMISSION 15
16. MISCELLANEOUS PROVISIONS 16
17. EXECUTION OF CONTRACT, AMENDMENT AND NOTICES BY OFFICER OF
PURCHASER 19
EXHIBITS:
Exhibit Description of Exhibit Section
Exhibit A Depiction of Property Section 1
Exhibit B Memorandum of Contract Section 9
Exhibit C Storage Tank, Individual Sewage Treatment System and Well Disclosure Section 8
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Contract") is entered into by and
between LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, a public body
corporate and politic, and political subdivision of Minnesota , ("Seller," whether one or more) and
D.R. HORTON, INC. -MINNESOTA, a Delaware corporation, ("Purchaser") (together, Seller
and Purchaser are the "Parties"), effective the date hereof.
1. PROPERTY TO BE SOLD AND PURCHASED. Subject to the terms and conditions of
this Contract, Seller hereby agrees to sell and convey unto Purchaser, and Purchaser agrees to
purchase and take from Seller approximately 11.22 acres of real property located in the City of
Lino Lakes (the "City"), Anoka County, Minnesota, as depicted on Exhibit A attached hereto and
incorporated herein by this reference (the "Property").
2. PURCHASE PRICE. The Purchase Price for the Property is One Million and No/100
Dollars ($1,000,000.00). Purchaser shall pay one hundred percent (100%) of the Purchase Price in
cash or equivalent funds at the Closing, all Earnest Money being applied thereto.
3. OPTION PRICE AND EARNEST MONEY. In consideration for the right to purchase
the Property granted herein by Seller, Purchaser shall pay the amounts described below.
a. Option Price. Within ten (10) Business Days (defined in Section 12.a.) after the
date hereof, Purchaser shall deposit with the Title Company (defined in Section 4.c) the sum of One
Hundred and No/100 Dollars ($100.00) in cash (the "Option Price"). Upon its receipt of the
Option Price, the Title Company shall deliver the Option Price to Seller. The Option Price shall be,
under all circumstances, nonapplicable and nonrefundable to Purchaser.
b. Earnest Money. Within ten (10) Business Days after the date hereof, Purchaser
shall deposit with the Title Company the sum of Twenty -Five Thousand and No/100 Dollars
($25,000.00) (the "Earnest Money"). The Title Company shall not be required to deposit the
Earnest Money in a federally -insured interest bearing account, but if the Title Company elects to
deposit the Earnest Money in such account or in such other investment as Purchaser shall direct, all
interest or income thereon shall be paid to Purchaser. The Earnest Money shall remain on deposit
with the Title Company unless and until it is refunded to Purchaser hereunder, or paid to Seller and
applied to the Purchase Price as provided herein.
c. Refundability and Release to Seller of Earnest Money. Except as provided in
subsections (1) and (2), the Earnest Money shall remain refundable to Purchaser and Seller shall
have no claim thereon, unless and until Purchaser delivers its Notice of Governmental Approvals,
as provided in Section 6.c. below. Thereafter, the Earnest Money shall only be refundable to
Purchaser if this Contract is terminated pursuant to Sections 5, 8, 11 or 13. Notwithstanding the
foregoing,
(1) upon Purchaser's delivery of the Notice of Suitability to Seller, the Title
Company shall deliver to Seller Five Thousand and No/100 Dollars
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($5,000.00) of the Earnest Money (the "Initial Disbursement") within five
(5) Business Days and the Initial Disbursement shall only be refundable to
Purchaser if this Contract is terminated pursuant to Sections 5, 8, 11 or 13;
and
(2) upon Purchaser's delivery of its Notice of Governmental Approvals, the Title
Company shall deliver to Seller Twenty Thousand and No/100 Dollars
($20,000.00) of the Earnest Money within five (5) Business Days.
d. Application of Earnest Money. The Earnest Money shall be applied to the
Purchase Price at Closing.
e. Failure to Deposit Earnest Money. If Purchaser fails to deposit the Earnest Money
as required herein, and such failure continues for a period of ten (10) Business Days after written
notice from Seller, then either party may terminate this Contract by written notice to the other at
any time prior to the deposit of the Earnest Money.
4. TITLE EVIDENCE AND PROPERTY INFORMATION.
a. Seller's Title Evidence and Reports. Seller shall, within five (5) days hereof,
deliver to Purchaser:
(1) any abstract of title, survey, registered property abstract, title insurance
commitment or policy or other evidence of title to the Property that Seller
has in its possession; and
(2) all data, tests, reports, site assessments, studies and documentation on the
Property in Seller's possession or that Seller is aware of and that Seller is
reasonably able to provide to Purchaser.
b. Survey. Within thirty (30) days after the effective date of this Contract, Purchaser
may, at Purchaser's expense, obtain a current land title survey of the Property (the "Survey") made
and certified to Purchaser and the Title Company by a duly licensed surveyor in a form acceptable
to the Title Company in order to allow the Title Company to delete the survey exception from the
Title Policy (defined in Section 4.c). The Survey shall indicate the recording information as to any
recorded encumbrances; and shall set forth and certify the total number of acres comprising the
Property; shall provide a certified legal description of the Property; and shall contain such other
certification as the Title Company may require.
c. Title Commitment. Within ten (10) Business Days after the effective date of this
Contract, Purchaser shall, at Purchaser's expense, obtain:
(1) a title commitment ("Title Commitment") covering the Property from DHI
Title of Minnesota, Inc. ("Title Company"), binding the Title Company to
issue at Closing a current form ALTA Owner's Policy of Title Insurance
("Title Policy") covering the Property in the full amount of the Purchase
Price; and
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(2) true, correct, and legible copies of any and all instruments referred to in the
Title Commitment as constituting exceptions or restrictions upon the title of
Seller.
d. Title Policy. At Closing, as a condition to Purchaser's obligation to close, there
shall be available to Purchaser a Title Policy for the Property in the full actual amount of the
Purchase Price, insuring fee simple title to the Property as being vested in Purchaser, subject only
to the Permitted Exceptions (hereinafter defined), and meeting the following additional conditions:
(1) the exception as to restrictive covenants shall be endorsed "None of Record";
(2) the exception as to the lien for taxes shall be limited to the tax period in
which Closing occurs, and shall be endorsed "Not Yet Due and Payable";
(3) the exception as to parties in possession shall be deleted;
(4) the survey exception shall be deleted; and
(5) and there shall be no general exception for visible and apparent easements or
for roads and highways.
5. TITLE APPROVAL PERIOD.
a. Objections. By the later of (i) the date Purchaser delivers the Notice of Suitability
to Seller, or (ii) ten (10) Business Days after Purchaser receives both the Survey and Title
Commitment, Purchaser shall deliver to Seller such written objections as Purchaser may have to
anything contained therein ("Objections").
b. Additional Exceptions. If Purchaser receives notice or otherwise discovers that
title to the Property is subject to any additional exceptions not disclosed by the Survey or Title
Commitment ("Additional Exceptions") to which Purchaser objects, Purchaser shall notify Seller
of Purchaser's objection in writing within ten (10) days after Purchaser receives notice of any such
Additional Exception, which upon such notice shall be an Objection subject to Sections 5.c. and
5.d.
c. Seller's Obligations. Seller shall, within three (3) Business Days after receipt of
Purchaser's Objections, notify Purchaser of the actions, if any, that Seller is willing to take with
respect to each of the matters identified in the Objections and the time frame in which Seller will
take those actions.
(1) Seller shall not encumber the Property other than with encumbrances which
provide for release thereof at Closing in accordance with this Contract and
Seller will not allow a formal notice of default to remain uncured with regard
to such encumbrances.
(2) Notwithstanding Purchaser's failure to object to any encumbrances or liens
which may be released by the payment of money, Seller shall be required to
remove from title any such encumbrances or liens (the "Monetary Liens").
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(3)
Notwithstanding Purchaser's failure to object to any encumbrances related to
options to purchase the Property between Seller and any third party, Seller
shall be required to remove from title any such options to purchase (the
"Prior Options").
d. Purchaser's Rights if Seller Fails to Cure Objections. If Seller delivers written
notice to Purchaser on or before the Closing Date that Seller is unable or unwilling to satisfy any
Objection, or if, for any reason, Seller is unable to convey title in accordance with Section 12.b.(1),
Purchaser may, in addition to its other remedies hereunder, elect to do any of the following:
(1) waive such Objection and accept such title as Seller is able to convey;
(2) terminate this Contract by written notice to Seller pursuant to Section 14; or
(3) attempt to satisfy such Objection at Purchaser's expense and delay Closing
for up to sixty (60) days and, if Purchaser does not satisfy such Objection,
Purchaser may take either of the actions in (1) or (2).
e. Permitted Exceptions. The following shall be deemed to be "Permitted
Exceptions":
(1) any item, except for the Monetary Liens and Prior Options, disclosed by the
Title Commitment or Survey and any Additional Exception to which
Purchaser does not timely object;
(2) applicable zoning ordinances and governmental regulations; and
(3) the lien for current taxes.
6. INSPECTION PERIOD.
a. Engineering and Feasibility Study. From and after the date hereof Purchaser, at
its expense, may conduct such inspections and studies of the Property as Purchaser shall desire,
including without limitation, architectural, geotechnical, environmental, marketing, engineering
and financial feasibility studies to determine whether or not the Property is suitable to Purchaser.
b. Notice of Suitability. In the event that Purchaser determines in its sole judgment
and discretion that the Property is suitable to Purchaser, Purchaser shall send written notice (the
"Notice of Suitability") to Seller on or before the last day of the Inspection Period, which Notice of
Suitability shall be subject to the terms and conditions of Section 17. As used herein, the
"Inspection Period" means the period commencing with the date hereof and ending sixty (60) days
thereafter.
(1) Termination.
(i) If Purchaser fails to send Seller the Notice of Suitability on or before the
last day of the Inspection Period, and such failure continues for a period of
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ten (10) days after written notice from Seller, this Contract shall
automatically terminate pursuant to Section 14.b.
(ii) If Purchaser sends to Seller written notice terminating this Contract prior
to the expiration of the Inspection Period, this Contract shall terminate
pursuant to Section 14.a.
c. Governmental Approvals.
(1) Contingency. Purchaser's obligation to purchase the Property is expressly
subject to and contingent upon Purchaser obtaining all final and
unappealable approvals from the City and any other governmental authority
having jurisdiction over the Property as Purchaser may deem necessary to
proceed with Purchaser's intended improvements to the Property, including
without limitation, approvals of a preliminary plat, final plat, county road
access permit, Wetland Conservation Act permit, conformance with the
comprehensive plan, zoning approvals, development agreement and United
States Army Corps of Engineers Section 404 Permit ("Governmental
Approvals").
(2) Purchaser's and Seller's Obligations. From the date hereof, Purchaser
shall proceed with the application for Governmental Approvals.
Notwithstanding any provisions of this Contract to the contrary, the extent to
which Purchaser undertakes activities, decisions, effort, expense and any
other matter with respect to Purchaser's application for Governmental
Approvals shall be at Purchaser's sole and absolute discretion, including, but
not limited to, the schedule for obtaining the Governmental Approvals, the
level and type of Governmental Approvals Purchaser seeks to obtain, and the
amount of money Purchaser expends to obtain such Governmental
Approvals. At any time prior to Purchaser sending the Notice of Suitability,
Purchaser shall have the right to terminate this Contract for any reason, in
Purchaser's sole and absolute discretion, by written notice to Seller. Upon
any termination of this Contract, any obligation of Purchaser to seek
Governmental Approvals for any portion of the Property shall also terminate
with no remedy of any kind to Seller. Seller acknowledges that Purchaser
may process changes to the permissible uses of the Property. Seller
understands and acknowledges that if this Contract is terminated, Purchaser's
attempts to change the permissible uses of the Property may have resulted in
the imposition of various conditions, including but not limited to public
rights-of-way and open space dedications, as well as requirements,
restrictions and taxes being imposed on the Property. Seller understands and
agrees that the effects of such changes will affect the value of the Property
and may be permanent, and that Purchaser will have no obligation or liability
to Seller as a result thereof. Notwithstanding the foregoing, Seller shall not
be required to incur any expense or legal obligation associated with
Purchaser's efforts to develop the Property; and Purchaser agrees that it will
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(3)
not record a final plat or developer agreement for the Property until after the
Closing.
Notice of Governmental Approvals. If said Governmental Approvals are
achieved within two hundred seventy (270) days after the effective date of
this Contract (the "Governmental Approvals Period") or Purchaser elects to
waive such matters, Purchaser shall send written notice ("Notice of
Governmental Approvals") to Seller on or before the expiration of the
Governmental Approvals Period, which Notice of Governmental Approvals
shall be subject to the terms and conditions of Paragraph 17.
(4) Termination. If (i) Purchaser fails to send Seller the Notice of
Governmental Approvals on or before the last day of the Governmental
Approvals Period, and such failure continues for a period of ten (10) days
after written notice from Seller, or (ii) Purchaser sends to Seller written
notice terminating this Contract prior to the expiration of the Governmental
Approvals Period, this Contract shall automatically terminate pursuant to
Section 14.
d. Environmental Investigation.
(1) Existing Environmental Reports. Seller shall, within five (5) days after the
date hereof, provide to Purchaser copies of all reports, studies, and other
materials which Seller possesses or controls which pertain to the
environmental condition of the Property and the property in the vicinity of
the Property, (collectively, the "Existing Environmental Reports").
(2) Subsequent Environmental Reports. Purchaser may obtain, at its expense,
an environmental engineering report (or reports) addressed to Purchaser, the
form and content of which and the individual or firm preparing the report(s)
being acceptable to Purchaser, presenting the results of an investigation of
the Property, and such property in the vicinity of the Property as may be
appropriate in Purchaser's discretion in light of the intended use of the
Property, with regard to the existence, generation, processing, storing,
disposal, release, or discharge of any Hazardous Substances, from, on, under,
about, or in the vicinity of the Property, and Environmental Laws relating to
Hazardous Substances affecting the Property, and relating to the existence of
any wetlands or threatened, endangered, or protected species or habitats or
items of archeological significance on or near the Property, which
investigation is commonly referred to as a "Category I", "Phase I", or "Level
I" environmental audit, ("Phase I"), and such further investigations and/or
reports as Purchaser may require due to the results obtained in the Phase I,
(collectively, the "Subsequent Environmental Reports").
(3)
Termination. In the event Purchaser is not satisfied with the results of such
investigation(s) and report(s), or if there is a change in the condition of the
Property or the property in the vicinity of the Property before Closing,
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Purchaser may tettninate this Contract pursuant to Section 14 of this
Contract.
(4) Contingency. Purchaser's obligation to close hereunder is expressly
contingent upon Purchaser's satisfaction, in Purchaser's sole discretion, with
the results of the environmental investigation, and upon there having been no
change in the condition of the Property, or the property in the vicinity of the
Property as such condition was reflected in such investigation.
(5)
Hazardous Substances and Environmental Laws. As used in this
Contract, "Hazardous Substance," shall mean and include all hazardous or
toxic substances, wastes or materials, any pollutants or contaminants
(including, without limitation, asbestos and raw materials which include
hazardous constituents, radon and urea formaldehyde), and any other similar
substances, or materials which are included or regulated by any local, state,
or Federal law, rule or regulation pertaining to environmental regulation,
contamination, clean-up or disclosure, including, without limitation, the
Comprehensive Environmental Response Compensation and Liability Act of
1980, the Superfund Amendments and Reauthorization Act of 1986, the
Resource Conservation and Recovery Act, the Toxic Substances Control Act
and the Federal Insecticide, Fungicide and Rodenticide Act, as amended,
(collectively, "Environmental Laws").
e. Purchaser's Right to Enter Property. Purchaser and its employees and agents
shall have the right and permission from and after the date hereof to enter upon the Property or any
part thereof, at all reasonable times and from time to time, for the purpose of making all soil,
drainage, utilities, traffic, and other tests, investigations, inspections and studies Purchaser desires
in connection with its evaluation of the Property and in connection with the engineering, feasibility
and environmental studies described above.
f. Costs and Mechanics' Liens. Purchaser shall pay all costs and expenses of such
tests, investigations, inspections and studies of the Property and shall indemnify, defend and hold
Seller and the Property harmless from mechanics' liens caused by the activities of Purchaser or
Purchasers' agents, contractors or subcontractors. Purchaser shall further repair and restore any
damage to the Property caused by or occurring during such tests, investigations, inspections and
studies and return the Property to substantially the same condition as existed prior to such entry.
g. As -Is. PURCHASER ACKNOWLEDGES THAT PURCHASER IS
PURCHASING THE PROPERTY IN RELIANCE SOLELY ON SELLER'S
REPRESENTATIONS, WARRANTIES AND COVENANTS IN SECTION 8 AND
PURCHASER'S INSPECTION OF THE PROPERTY PURSUANT TO THIS SECTION 6 AND
ON PURCHASER'S JUDGMENT REGARDING THE SUFFICIENCY OF SUCH
INSPECTIONS. PURCHASER IS NOT RELYING ON ANY WRITTEN OR ORAL
REPRESENTATIONS, WARRANTIES OR STATEMENTS THAT SELLER OR SELLER'S
AGENTS HAVE MADE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF
TITLE TO THE PROPERTY AND THE REPRESENTATIONS, WARRANTIES AND
COVENANTS OF SELLER SET FORTH IN THIS CONTRACT, INCLUDING BUT NOT
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LIMITED TO SELLERS REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET
FORTH IN SECTION 8.b. OF THIS CONTRACT. SUBJECT TO PURCHASER'S RIGHT TO
TERMINATE THIS CONTRACT AS SET FORTH HEREIN, PURCHASER IS PURCHASING
THE PROPERTY IN "AS IS" CONDITION. THE "AS IS" NATURE OF THIS TRANSACTION
WAS CONSIDERED BY BOTH PARTIES IN ARRIVING AT THE AGREED PURCHASE
PRICE.
7. NOTICE AND RIGHT TO CURE. Each Party shall be entitled to written notice of any
default and shall have thirty (30) days from receipt of such notice to cure such default prior to the
exercise of any remedy provided herein. Seller agrees to cooperate with Purchaser in any and all
attempts by Purchaser to cure any default within the default cure period.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.
a. General. Seller represents, warrants and covenants to Purchaser, as of the date
hereof and as of the Closing Date, that:
(1) there are no parties in possession of any portion of the Property as lessees,
tenants at sufferance, or trespassers, and no party has been granted any
license, lease, or other right relating to use or possession of the Property;
(2) Seller has not received notice of any default (nor is there any default) under
any note, mortgage or contract for deed related to the Property, and Seller
covenants to not default thereunder nor to grant any liens, leases, easements,
options, rights of refusal or contracts with respect to the Property;
(3)
there is no pending or threatened condemnation proceeding or similar
proceeding or assessment affecting any part of the Property by any
governmental authority;
(4) Seller has not received any notice of any violation of (nor is there any
violation of) any ordinance, regulation, law, or statute of any governmental
authority or agency pertaining to the Property;
(5)
the execution and delivery of this Contract, the consummation of the
transaction herein contemplated, and the compliance with terms of the
Contract will not conflict with or, with or without notice or the passage of
time or both, result in a breach of any of the terms or provisions of, or
constitute a default under: (i) any indenture, mortgage, loan agreement,
contract for deed, or instrument to which Seller is a party or by which Seller
or the Property is bound; (ii) any applicable regulation or any judgment or
order; or (iii) any decree of any court having jurisdiction over Seller or the
Property;
(6) there are no attachments, executions, assignments for the benefit of creditors,
or voluntary or involuntary proceedings in bankruptcy or under any
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(7)
(8)
(9)
applicable debtor relief laws, or any other litigation contemplated by or
pending or threatened against Seller or the Property;
to the best knowledge and belief of Seller, the Property contains no
threatened or endangered species or endangered or protected habitats as
defined by applicable state and federal laws;
except for Seller, there are no parties with any interest in the Property
(marital, homestead, or otherwise), any prior agreements concerning the
Property (purchase agreements, options, or others) have been properly
terminated or cancelled in accordance with Minnesota law, and all cure
periods in connection with such terminations or cancellations have expired,
and no other signatures are required to make this Contract fully enforceable
by Purchaser;
at Closing, Seller will have and will convey to Purchaser good and
marketable fee simple title to the Property free and clear of any and all
encumbrances except the Permitted Exceptions;
(10) there are no underground or aboveground storage tanks currently or formerly
located on the Property, except as set forth on Exhibit C;
(11) there are no individual sewage treatment systems on or serving the Property,
except as set forth on Exhibit C;
(12) there are no wells on or serving the Property, except as set forth on Exhibit
C•
(13) the Property is not located in an area designated by the Director of the
Federal Emergency Management Agency as a flood zone or special flood
hazard area;
(14) no portion of the Property is or has been used as a cemetery or a graveyard;
and
(15) to the best knowledge and belief of Seller, no methamphetamine production
has occurred on the Property.
b. Specific Environmental Representations and Warranties. Seller represents,
warrants and covenants to Purchaser, as of the date hereof and as of the Closing Date, that:
(1) neither Seller nor, to Seller's best knowledge and belief, any previous owner
of the Property or any other person or entity has ever used, generated,
processed, stored, disposed of, released, or discharged any Hazardous
Substance on, under, about or in the vicinity of the Property or transported it
to or from the Property, nor, to Seller's knowledge, has any person or entity
ever alleged that any such activities have occurred; and
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(2) to Seller's best knowledge and belief, no use by Seller, any prior owner of
the Property, or any other person has occurred which violates or has been
alleged to violate any applicable Environmental Law, and the Property is not
on any "Superfund" list under any applicable Environmental Law, nor is it
subject to any lien related to any environmental matter.
c. Indemnity. To the extent allowed by law, Seller shall indemnify, defend and hold
Purchaser, its successors and assigns harmless from and against all fines, penalties, liabilities,
claims, suits, actions, damages, losses, costs and expenses including, without limitation, attorney's
fees, consequential damages and the cost of any environmental remediation, removal, response,
abatement, clean-up, investigation and monitoring, directly or indirectly, and in whole or in part,
arising out of or attributable to a breach of any of the representations, warranties or covenants of
Seller in this Contract.
d. Remedy. In the event that any of Seller's representations, warranties or covenants
set forth in this Contract are not true and correct as of the Closing Date, Purchaser may, in addition
to its other remedies, either:
(1) terminate this Contract pursuant to Section 14; or
(2) elect to Close under this Contract notwithstanding the failure of such
representation or warranty, in which event the Closing shall not be deemed a
waiver by Purchaser of the failure of such representation or warranty and
Purchaser may recover from Seller any damages sustained by Purchaser as a
result of the failure of such representation or warranty.
e. Update and Survival of Representation, Warranties, Covenants and Indemnity.
(1) Notwithstanding anything to the contrary contained herein, the
representations, warranties and covenants in this Contract shall be deemed
remade as to the Property, as of Closing.
(2) If any of the representations, warranties and covenants contained herein are
or become untrue or incorrect before Closing, Seller shall use Seller's good
faith best efforts to take such necessary action to make such representations,
warranties and covenants true and correct as of the Closing Date.
(3)
The representations, warranties and covenants and the indemnification
provisions in this Contract shall survive Closing or any termination of this
Contract and shall not be merged therein.
9. SELLER'S ACQUISITION AGREEMENT . INTENTIONALLY DELETED.
10. MEMORANDUM OF CONTRACT. Upon request of either Party at any time, both
Parties shall promptly execute a memorandum of this Contract suitable for filing of record in
substantially the form attached hereto as Exhibit B.
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11. CHANGE IN PROPERTY.
a. Contingency. This Contract is expressly contingent upon there being no change
after the expiration of the periods described in Section 6 and prior to Closing in the nature or
condition of or circumstances affecting the Property, including, without limitation, any change in:
(1) the areas determined to be located within lakes, ponds, creeks, rivers, or
other water areas located within any flood -hazard area, flood -prone area, or
100 -year flood plain;
(2) availability of utilities;
(3) access;
(4) governmental zoning ordinances;
(5) costs or charges associated with plat approval;
(6) restrictions and requirements affecting the ownership and development of the
Property;
(7) the environmental condition of the Property; and
(8) title to the Property.
If any such change occurs prior to Closing, then Purchaser may elect to either terminate this
Contract pursuant to Section 14, or in the event of a change specified in Section 11.a (1), Purchaser
may alternatively exclude the affected area from the portion of the Property purchased by Purchaser
and the Purchase Price shall be adjusted accordingly.
b. Moratorium. If any state, county, city, or governmental agency declares or effects
any moratorium on the approval of subdivision plats or plans, which moratorium is applicable to
the Property or any portion thereof, and, as a result of such moratorium, the state, county, city, or
any other applicable governmental agency or authority will not approve subdivision plats or plans,
then, in such event (1) the Inspection Period, (2) the deadline for Purchaser to send the Notice of
Suitability and the Notice of Governmental Approvals, and (3) the Closing Date, shall all be
postponed. Upon the discontinuation of any such moratorium, the Inspection Period and the
deadline for Purchaser to send the Notice of Suitability and the Notice of Governmental Approvals
shall be extended by one (1) day for each day the moratorium was in effect, and the Closing Date
shall occur thereafter as per the provisions of this Contract. If, however, such moratorium shall last
longer than one hundred eighty (180) days, Seller or Purchaser shall each have the right, but not the
obligation, to terminate this Contract. In the event of such termination by either Seller or
Purchaser, the Earnest Money shall be refunded to Purchaser.
c. Condemnation. In the event that between the date of this Contract and the Closing
Date, any eminent domain proceedings are initiated which might result in the taking of any part of
the Property, or if Seller receives written notice from a governmental or quasi -governmental
authority which states that such an action is contemplated, either Seller or Purchaser may:
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(1) terminate this Contract pursuant to Section 14; or
(2) keep this Contract in effect, and consummate the purchase of the Property or
part thereof. If, prior to Closing, all or any part of the Property is taken in
such condemnation proceeding instituted under power of eminent domain or
is conveyed in lieu thereof under threat of condemnation, the money paid to
Seller pursuant to such condemnation or conveyance in lieu thereof shall be
retained by Seller and applied against that portion of the Purchase Price
payable by Purchaser for such portion of the Property which is taken in the
condemnation. Notwithstanding the condemnation, the calculation of the
Purchase Price shall include the land taken in such condemnation. At
Closing, if the condemnation is still pending, Purchaser shall purchase the
property subject to the condemnation and Seller shall have no further rights
or obligations with respect to the condemnation proceeding following
Closing, in which event the Purchase Price shall be calculated without
deduction for the loss of any portion of the Property taken or to be taken by
eminent domain, and Seller shall cause to be conveyed and assigned to
Purchaser all right, title and interest in and to any award made in connection
with such eminent domain proceedings.
12. CLOSING.
a. Closing Date and Place. The Closing ("Closing") of this Contract shall occur
within ten (10) Business Days after the later of delivery of the Notice of Suitability or Notice of
Governmental Approvals. Such date is herein referred to as the "Closing Date". The Closing shall
take place in the offices of the Title Company or such other location agreed to by Seller and
Purchaser. Notwithstanding any other provision in this Contract, the Closing under this Contract
must occur on a Tuesday, Wednesday, or Thursday which is a Business Day (a "Permitted
Deadline/Closing Day"), and if the scheduled date of the Closing would otherwise occur on a day
that is not a Permitted Deadline/Closing Day, then the Closing shall be extended automatically to
the next day that is a Permitted Deadline/Closing Day. The term "Business Day" means any day
which is not a Saturday, Sunday, or legal holiday. The term "Horton Deadline Date" means a date
on which any funds are to be paid by Purchaser under this Contract (e.g., Earnest Money or
extension fees) or the date on which the Inspection Period and/or the Notice of Suitability and/or
the Notice of Governmental Approvals and/or a date which Purchaser's Corporate Approval is due.
If a Horton Deadline Date or the scheduled Closing Date falls on any date (i) between September
15th and September 30`s, inclusive, then the Horton Deadline Date and/or the date of Closing, as
applicable, shall be extended automatically to the next Permitted Deadline Closing Day in October,
or (ii) between December 18th and January 5th, inclusive, then the Horton Deadline Date and/or the
date of Closing, as applicable, shall be extended automatically to the next Permitted
Deadline/Closing Day in January.
b. Deliveries by Seller. At Closing, Seller shall deliver to Purchaser, at Seller's
expense:
(1) a general warranty deed conveying indefeasible fee simple title to the
Property to Purchaser, subject only to the Permitted Exceptions;
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(2) possession of the Property;
(3) a Seller's affidavit in form acceptable to the Title Company;
(4) a well disclosure certificate or a statement on the deed asserting that Seller
does not know of any wells on the Property;
(5)
an individual sewage system disclosure, if applicable;
(6) an underground storage tank disclosure, if applicable;
(7)
(8)
(9)
a Non -Foreign Affidavit stating under the penalty of perjury that Seller is not
a foreign person within the meaning of Section 1445 of the Internal Revenue
Code, setting forth Seller's taxpayer identification number and address or, in
the alternative, an instruction letter addressed to the Title Company and
Purchaser authorizing the withholding of ten percent (10%) of the Purchase
Price of the Property by Purchaser;
a certified copy of the duly adopted City Ordinance and Resolution
authorizing Seller's sale of the Property to Purchaser; and
such other documents as may reasonably be required to transfer fee title to
the Property to Purchaser and to enable the Title Company to provide the
Title Policy as required by this Contract.
c. Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller 100% of
the Purchase Price, all Earnest Money being applied thereto.
d. Prorations and Closing Costs. Seller and Purchaser agree to the following
prorations and allocation of costs, fees, taxes and special assessments with respect to the Property
which the Parties will pay at Closing:
(1) Title and Closing Fees. Purchaser shall pay fees charged by the Title
Company related to issuing the Title Commitment, including all examination
fees and title search fees. Purchaser shall pay the premium(s) for the Title
Policy. Seller and Purchaser shall each pay one-half of any closing fee
charged by the Title Company. With respect to all other costs, each Party
shall pay its share of the Closing costs which are normally assessed by the
Title Company against a seller or purchaser in a transaction of this character
in the County.
(2) Deed Tax and Recording Fees. Seller shall pay any deed tax, conservation
tax, and the cost of recording any documents necessary to cure Purchaser's
Objections or otherwise transfer good and marketable title to Purchaser.
Purchaser shall pay all document recording fees for the warranty deeds and
for filing the final plat, if any.
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(3)
Real Estate Taxes. Seller shall pay all real estate taxes due and payable for
the Property in the years prior to the year of Closing. Real estate taxes for
the Property due and payable in the year of Closing shall be prorated on a
calendar year basis at Closing, effective as of the Closing Date. To the
extent that the Property being purchased consists of a portion of a tax parcel,
taxes for that parcel shall be prorated based upon acreage. If Closing shall
occur before the tax rate is fixed for the year of Closing, the apportionment
of the taxes shall be upon the basis of the real estate taxes for the preceding
year, but any difference in actual real estate taxes for the year of Closing
shall be adjusted post -closing between the Parties to the actual amount upon
receipt of written evidence of the payment thereof. Purchaser shall pay all
real estate taxes on the Property payable in the years after the year of
Closing.
(4) Deferred Taxes. Seller shall pay all "Green Acres" recapture taxes or
similar taxes attributable to agricultural or special use valuation or any other
deferred taxes with respect to the Property, if any.
(5)
13. DEFAULT.
Special Assessments. Seller shall pay all assessments that are levied,
pending or deferred against the Property as of the Closing Date, except those
directly attributable to Purchaser's development of the Property.
a. Purchaser's Remedies.
(1) If Seller shall default in any of the covenants, terms and conditions of this
Contract or shall fail to consummate this Contract for any reason except
Purchaser's default or the termination of this Contract pursuant to a right to
terminate given herein, Purchaser may at Purchaser's option: (i) waive the
contractual obligations of Seller in writing; (ii) terminate this Contract and
receive a return of the Earnest Money; and (iii) enforce specific performance
of this Contract.
(2) In addition to any other remedy that Purchaser may have for Seller's breach
of this Contract, if the conditions to Purchaser's obligations have not been
satisfied on or before the Closing Date, Purchaser shall have the option of
extending the Closing Date for a period not to exceed six (6) months until
such time as the conditions have been satisfied. This option is a continuing
option and not an election of remedies; therefore, at any time after the
originally scheduled Closing Date, if the conditions to Purchaser's obligation
to close have not been satisfied, Purchaser may elect to terminate this
extension of the Closing and pursue its other remedies against Seller.
b. Seller's Remedy. If Purchaser shall fail to consummate this Contract for any reason
except Seller's default or the termination of this Contract pursuant to a right to terminate given
herein, Seller shall have the right to retain the Earnest Money paid to Seller as liquidated damages
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for the breach of this Contract, pursuant to Minn. Stat. § 559.21, as amended from time to time, as
Seller's sole and exclusive remedy.
c. Post -Closing Remedies. Except as otherwise provided herein, it is the intent of
Seller and Purchaser that no suit for damages may be brought with respect to any aspect of the
transaction contemplated herein and the sole remedies of Seller and Purchaser are set out in
Sections 13.a and b above, except however, that from and after the Closing, each party shall have
the right to pursue its actual damages against the other party (i) for a breach of any covenant or
agreement contained herein that is performable after or that survives the Closing (including the
indemnification obligations of the Parties contained in this Contract), and (ii) for a breach of any
representation or warranty made by the other party in this Contract unless otherwise waived by
Purchaser at Closing pursuant to Section 8.d.(2). If the Closing does not occur, (A) each party shall
have its respective rights and remedies under Sections 13.a. and b., as applicable, and (B) each
party shall have all available remedies against the other party for a breach of the other party's
obligations contained in this Contract that are expressly provided herein as surviving the
termination of this Contract. In no event shall either party be liable for any speculative,
consequential or punitive damages.
14. TERMINATION.
a. Termination by Purchaser. Termination of this Contract by Purchaser pursuant to
Sections 5, 6, 8, 11, or 13 shall be effective upon notice to Seller.
b. Automatic Termination. Termination of this Contract automatically upon failure
of Purchaser to give Notice of Suitability pursuant to Section 6.b. or Notice of Governmental
Approvals pursuant to Section 6.c(4) shall be effective upon expiration of the ten (10) day period
after written notice from Seller.
c. Return of Earnest Money.
(1) If this Contract is terminated by Purchaser, or automatically, pursuant to
Sections 5, 6, 8, 11 or 13, all Earnest Money shall be promptly refunded to
Purchaser, except as provided in Section 3.c.
(2) Upon return of the Earnest Money as provided in this Section 14, except as
otherwise provided in this Contract, the Parties shall have no further
obligations or liabilities one to the other hereunder.
15. COMMISSION.
a. Brokers. Seller and Purchaser each hereby warrant and represent to the other that
no brokers, agents, finders fees, commissions, or other similar fees are due or arising in connection
with the entering into of this Contract, the sale and purchase of the Property, or the consummation
of transactions contemplated herein, and Seller and Purchaser each hereby agree to indemnify and
hold the other harmless from and against all liability, loss, cost, damage, or expense (including, but
not limited to, attorneys' fees and costs of litigation) which the other Party shall suffer or incur
because of any claim by a broker, agent, or finder claiming by, through, or under such
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indemnifying Party, whether or not such claim is meritorious, for any compensation with respect to
the entering into of this Contract, the sale and purchase of the Property, or the consummation of the
transactions contemplated herein.
b. Disclosure. Purchaser hereby discloses that Purchaser is a licensed real estate
company buying for Purchaser's own account.
16. MISCELLANEOUS PROVISIONS.
a. Date of Contract. The term "date of this Contract" or "date hereof' or "effective
date of this Contract" as used herein shall mean the later of the dates on which this Contract is
signed by: (i) Seller, (ii) Purchaser or (iii) Purchaser's Corporate Approval, which later date shall
be the date of final execution and agreement by the Parties hereto.
b. Notices. Except as provided below with respect to the Notice of Suitability, any
notice authorized, required, or permitted to be given under this Contract must be in writing and
shall be deemed to have been given (a) when delivered in person; (b) when deposited with Federal
Express, UPS or other nationally recognized overnight courier service; or (c) when deposited in the
United States mail, postage prepaid, certified mail or registered mail, return receipt requested, and
in each case properly addressed to the Parties to be notified at the following addresses:
If to Purchaser:
with copies to:
D.R. Horton, Inc. - Minnesota
20860 Kenbridge Court, Suite 100
Lakeville, MN 55044
Attention: James R. Slaikeu,
Vice President
Telephone: (952) 985-7403
Facsimile No.: (952) 985-7400
Email: irslaikeu�udrhorton.com
D.R. Horton, Inc.
8001 Arrowridge Boulevard
Charlotte, NC 28273
Attention: Doug Brown,
Regional Vice President
Telephone: (704) 377-2006
Facsimile No.:
Email: DBrown(q drhorton.com
D.R. Horton, Inc.
301 Commerce St., Suite 500
Fort Worth, TX 76102
Attn: Chris White,
Attorney
Telephone: (817) 390-8308
Facsimile: (817) 390-1709
Email: CJWhite(ajdrhorton.com
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If to Seller:
with a copy to:
Stinson Leonard Street
150 South 5th Street, Suite 2300
Minneapolis, MN 55402
Attention: John C. Kuehn
Telephone: (612) 335-1717
Facsimile No. (612) 335-1657
Email: john.kuehn(ajstinson.com
Director of Community Development
Lino Lakes Economic Development Authority
600 Town Center Parkway
Lino Lakes, MN 55014
Joseph J. Langel
Ratwik, Roszak & Maloney, P.A.
730 Second Ave. S., Suite 300
Minneapolis, MN 55044
(612) 339-0060 (phone)
(612) 339-0038 (fax)
jjl@ratwiklaw.com
(i) Any Party may, from time to time at any time change its address by giving
ten (10) days' written notice to the other Party of such change of address in the manner set
forth above.
(ii) The Parties expressly acknowledge and agree that the Notice of Suitability
and/or the Notice of Governmental Approvals may be transmitted by Purchaser to Seller by
electronic scanning and e-mail or by facsimile. Delivery of the Notice of Suitability and/or
the Notice of Governmental Approvals by any methods described above shall also be valid.
c. Forms. In case of a dispute as to the form of any document required hereunder, the
current form adopted by the Minnesota Commissioner of Commerce as a Uniform Conveyancing
Blank or prepared by the Minnesota State Bar Association shall be conclusively deemed
reasonable.
d. Attorneys' Fees and Jury Waiver. If either Party shall be required to employ an
attorney to enforce or defend the rights of such Party hereunder, the prevailing Party shall be
entitled to recover reasonable attorneys' fees. EACH PARTY HERETO WAIVES TRIAL BY
JURY 1N ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY
PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS CONTRACT, THE RELATIONSHIP OF PURCHASER AND
SELLER HEREUNDER OR THE PROPERTY.
e. Integration. This Contract contains the entire agreement between the Parties
relating to the Property, and neither Party shall be bound by any verbal statement or agreement
17
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made heretofore. Except as otherwise expressly set forth in this Section, this Contract may only be
amended, modified, or changed by a traditional written document properly executed by Seller and
Purchaser (including Purchaser's Corporate Approval as set forth in Section 17). Such amendment
may be transmitted by e-mail, facsimile, or other method permitted by the provisions for giving
notice in this Contract. Except as otherwise expressly set forth in this Contract with respect to
execution by an Authorized Officer, (1) Purchaser does not assent or agree to and will not be bound
by any electronic signature or other electronic record, and (2) Purchaser and Seller agree that the
Electronic Signatures in Global and National Commerce Act, any version of the Uniform
Electronic Transactions Act, including without limitation Chapter 325L of Minnesota Statutes, and
any other laws applicable to contracting electronically do not and shall not apply to this Contract,
any amendment hereto, the Notice of Suitability or the Notice of Governmental Approvals. The
Parties acknowledge and agree that execution of the Notice of Suitability or the Notice of
Governmental Approvals by an Authorized Officer and execution of this Contract or any
amendment to this Contract by an Authorized Officer for the purpose of Corporate Approval may
be accomplished by electronic signature utilizing DocuSign or any similar technology.
f. Survival. Any portion of this Contract which relates to a period after Closing, and
all of Seller's representations, warranties, covenants and indemnities, will survive Closing or
termination of this Contract.
g. Binding Effect. This Contract shall inure to the benefit of and bind the Parties
hereto and their respective heirs, representatives, successors, and assigns. Purchaser may assign its
rights hereunder with Seller's written consent.
h. Impairment of Property. From and after the date of this Contract, Seller shall not
do or permit others to do any of the following on or to the Property, without Purchaser's prior
written consent:
(1) hunting;
(2) logging;
(3) grubbing or clearing;
(4) grading;
(5) removal of gravel, rock, sand, dirt or minerals; or
(6) waste of the Property.
i. Interpretation. The Parties acknowledge and agree that each has been given the
opportunity to independently review this Contract with legal counsel, and/or has the requisite
experience and sophistication to understand, interpret, and agree to the particular language of the
provisions hereof. The Parties have equal bargaining power, and intend the plain meaning of the
provisions herein. In the event of an ambiguity in or dispute regarding the interpretation of this
Contract, the interpretation of this Contract shall not be resolved by any rule of interpretation
18
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providing for interpretation against the party who causes the uncertainty to exist or against the
draftsman. This Contract shall be construed in accordance with the laws of the State of Minnesota.
j. Counterpart and Facsimile Signatures. This Contract may be executed in any
number of identical counterparts which, taken together, shall constitute collectively one agreement; but
in making proof of this Contract, it shall not be necessary to produce or account for more than one
such counterpart. Additionally, (i) the signature pages taken from separate individually executed
counterparts of this Contract may be combined to form multiple fully -executed counterparts; and (ii) a
facsimile signature or an electronically scanned signature shall be deemed to be an original signature
for all purposes. All executed counterparts of this Contract shall be deemed to be originals, but all
such counterparts, when taken together, shall constitute one and the same agreement.
k. Waiver. No waiver by Purchaser of any contingency, condition, provision, or term
shall be effective unless made in writing, signed by Purchaser, and specifying the extent and nature
of such waiver. Purchaser's actions or failure to act shall not be deemed to be a waiver of any
contingencies or rights of Purchaser contained herein.
1. Calculation of Time. Time is of the essence in the performance of this Contract.
Should the date for the giving of any notice, the performance of any act, or the beginning or end of
any period provided for herein fall on a Saturday, Sunday or other legal holiday, such date shall be
extended to the next succeeding Business Day which is not a Saturday, Sunday or legal holiday.
The Closing Date shall be governed by Section 12.a.
17. EXECUTION OF CONTRACT, AMENDMENT AND NOTICES BY OFFICER OF
PURCHASER.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER
(A) THIS CONTRACT NOR ANY AMENDMENT HERETO, NOR (B) ANY NOTICE OF
GOVERNMENTAL APPROVALS AND NOTICE OF SUITABILITY, SHALL BE A VALID
AND ENFORCEABLE OBLIGATION OF PURCHASER UNLESS EXECUTED BY ANY ONE
OF DONALD R. HORTON, DAVID AULD, MICHAEL J. MURRAY, DOUG BROWN OR
BILL W. WHEAT, EACH AN "AUTHORIZED OFFICER" OF PURCHASER, AND IN THE
CASE OF THIS CONTRACT OR ANY AMENDMENT HERETO, THE EXECUTION BY
SUCH OFFICER OCCURS WITHIN THIRTY (30) DAYS OF THE EXECUTION OF THIS
CONTRACT OR AMENDMENT BY SELLER AND PURCHASER'S REPRESENTATIVES.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
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SIGNATURE PAGE
PURCHASE AND SALE AGREEMENT BETWEEN
D.R. HORTON, INC. -MINNESOTA AND
LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
IN WITNESS WHEREOF, Seller has executed this Contract on the dates set forth below.
SELLER:
Lino Lakes Economic Development Authority,
a public body corporate and politic,
and political subdivision of Minnesota
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
20
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SIGNATURE PAGE
PURCHASE AND SALE AGREEMENT BETWEEN
D.R. HORTON, INC. -MINNESOTA AND
LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
IN WITNESS WHEREOF, Purchaser has executed this Contract on the dates set forth
below.
PURCHASER:
D.R. HORTON, INC. -MINNESOTA
a Delaware corporation
By:
Name:
Title:
Date:
21
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SIGNATURE PAGE
PURCHASE AND SALE AGREEMENT
D.R. HORTON, INC. -MINNESOTA AND
LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
IN WITNESS WHEREOF, Purchaser has executed this Contract on the date set forth
below.
CORPORATE APPROVAL:
D.R. HORTON, INC. -MINNESOTA,
a Delaware corporation
By:
Name:
Title:
Date:
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DRAFT 109378462-v5-drh lino lakes Purchase and Sale Agreement.docx
PURCHASE AND SALE AGREEMENT
EXHIBIT A
DEPICTION OF PROPERTY
Property ID Nos.: 17-31-22-12-0053
17-31-22-11-0002
A-1
CORE/2008719.0399/109378462.5
EXHIBIT B
MEMORANDUM OF PURCHASE AND SALE AGREEMENT
MEMORANDUM OF PURCHASE AND SALE AGREEMENT
, 20
This instrument memorializes that the undersigned Seller and Purchaser have executed a
Purchase and Sale Agreement dated , 20_ (the "Contract") concerning real property
located in Anoka County, Minnesota legally described as:
See attached Exhibit A
hereinafter, the "Property".
Pursuant to the Contract, Purchaser has the right, but not the obligation, to purchase all or
any part of the Property, subject to certain terms and conditions as provided in the Contract. Any
capitalized terms not otherwise defined herein, shall have the meaning given in the Contract.
1. This memorandum memorializes that pursuant to the terms of the Contract,
Purchaser has the exclusive option to purchase the Property. The Contract expires
20 .
2. Seller and Purchaser agree from time to time to execute such additional recordable
memoranda as may be reasonably necessary to confirm the rights and obligations of the parties
granted under the Contract.
[Signatures appear on following page.]
B-1
CORE/2008719.0399/ 109378462.5
SELLER:
LINO LAKES ECONOMIC
DEVELOPMENT AUTHORITY
A public body corporate and politic,
and political subdivision of Minnesota
By:
Its:
STATE OF MINNESOTA )
) ss.
COUNTY OF )
PURCHASER:
D. R. HORTON, INC. -MINNESOTA,
a Delaware corporation
By:
Its:
The foregoing instrument was acknowledged
, 20 by
Lakes Economic Development Authority, a public body
subdivision of Minnesota , on behalf of the corporation.
STATE OF MINNESOTA )
) ss.
COUNTY OF )
before me this day of
, the of Lino
corporate and politic, and political
Notary Public
The foregoing instrument was acknowledged before me this day of
, 20 by , the of D.R.
Horton, Inc.- Minnesota, a Delaware corporation, on behalf of the corporation.
Notary Public
B-2
CORE/2008719.0399/109378462.5
THIS INSTRUMENT WAS DRAFTED BY:
STINSON LEONARD STREET (JCK)
150 South Fifth Street, Suite 2300
Minneapolis, Minnesota 55402
B-3
CORE/2008719.0399/109378462.5
MEMORANDUM OF PURCHASE AND SALE AGREEMENT
EXHIBIT A
LEGAL DESCRIPTION
B-4
CORE/2008719.0399/109378462.5
EXHIBIT C
STORAGE TANK, INDIVIDUAL SEWAGE TREATMENT SYSTEM AND
WELL DISCLOSURE
Storage Tanks
Seller discloses to Purchaser the following (check all that apply):
❑ An above ground storage tank is located on the Property.
0 An underground storage tank is located on the Property.
The age, size, type, uses, and contents of any above ground or underground storage tanks
located on the Property are as follows:
The approximate location of any above ground or underground storage tanks located on
rt the Property is depicted below:
C-1
CORE/2008719.0399/109378462.5
Individual Sewage Treatment Systems
Seller discloses to Purchaser the following:
The approximate location of all individual sewage treatment system(s) located on the
Property are depicted below:
For each individual sewage treatment system, Seller discloses the following (check all
that apply):
Sewage System 1
❑ In Use 0 Not In Use
O Septic Tank with: 0 Standard Drainfield 0 Mound System Drainfield
O Sealed System (holding tank or contained cesspool)
❑ Other (describe): 0 Seepage Tank ❑Cesspool ❑Dry Well ❑Leaching Pit
❑ Straight -Pipe System
Sewage System 2
O In Use 0 Not In Use
O Septic Tank with: 0 Standard Drainfield 0 Mound System Drainfield
O Sealed System (holding tank or contained cesspool)
❑ Other (describe): 0 Seepage Tank ❑Cesspool ❑Dry Well ❑Leaching Pit
0 Straight -Pipe System
C-2
CORE/2008719.0399/ 109378462.5
Compliance
To Seller's knowledge (check one)
❑ The Property is in compliance with all applicable sewage treatment laws and rules.
❑ The Property is not in compliance with all applicable sewage treatment laws and rules.
❑ Seller does not know whether the Property is in compliance with all applicable sewage
treatment laws and rules.
To Seller's knowledge (check one)
❑ A previous inspection report exists and has been delivered to Purchaser.
❑ A previous inspection report does not exist.
Wells
Seller discloses to Purchaser that ( ) well(s) is/are located on the Property. The
approximate location of all well(s) on the Property is depicted below:
Seller discloses to Purchaser that each well located on the Property is (check appropriate
box):
In use
Not in use
Sealed
Well No. 1
Well No. 2
Well No. 3
C-3
CORE/2008719.0399/ 109378462.5
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ECONOMIC DEVELOPMENT AUTHORITY
AGENDA ITEM 3
STAFF ORIGINATOR:
MEETING DATE:
Michael Grochala
December 28, 2015
TOPIC: Public Hearing. Consideration of Resolution No. 15-04, Approving
Purchase and Sale Agreement with D.R. Horton, Inc. -Minnesota
VOTE REQUIRED: Simple Majority.
BACKGROUND
In 2010 approximately 20 acres of undeveloped land within the Legacy at Woods Edge
development was tax forfeited to the State of Minnesota. In September of 2013 the Economic
Development Authority (EDA) obtained, at no cost, the tax forfeit property from the State of
Minnesota. The transfer was made to the EDA with the intent that 1) EDA ownership would
facilitate development of the site; and 2) that sale proceeds would be applied to the retirement
of existing debt service for public improvements associated with the site development.
D.R. Horton Inc. has made an offer to purchase approximately 11 acres of the land consisting
of two parcels. The property lies north of the existing YMCA property. For consideration is a
purchase agreement whereby D.R. Horton will purchase the property for $1,000,000. The
developer is proposing to construct single family townhomes. The proposed use is generally
consistent with the original development master plan. The agreement is subject to a number of
conditions.
1. The purchaser will provide earnest money in the amount of $25,000.
2. Purchaser has a 60 day "Inspection Period" to perform inspections and engineering to
determine suitability.
3. Purchaser has 270 days to work through "Government Approvals". Purchase of
property is subject to obtaining all final government approvals.
The property lies within Tax Increment Financing district 1-11. While no financial incentives
are being provided to the purchaser, tax increment generated by the development will be
available to meet existing improvement debt obligations. Staff has worked with Springsted
Inc., the EDA's financial consultant, to evaluate the proposed purchase. Staff has determined
that the land sale proceeds, coupled with the increased tax increment generated by the
development, would generate revenues over the life of the district sufficient to cover remaining
debt service.
RECOMMENDATION
1. Staff recommends Approval of Resolution 15-04 Approving a Purchase and Sale
Agreement between the Lino Lakes Economic Development Authority and D.R.
Horton, Inc. -Minnesota.
ATTACHMENTS
1. Resolution No. 15-04
2. Draft Purchase and Sale Agreement
3. Property Location Map