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HomeMy WebLinkAbout2003-135 Council ResolutionCITY OF LINO LAKES RESOLUTION NO. 03-135 AUTHORIZING A REAL ESTATE PURCHASE AGREEMENT WITH LEGACY HOLDINGS LINO LAKES, LLC WHEREAS, approximately 11 acres of property in the southeast quadrant of the I-35W/Lake Drive interchange (the "Property") identified in Attachment A is owned by the City of Lino Lakes (the "City"); and WHEREAS, the property is not needed by the City for any public purpose and it is the City's intent to sell the property for development; and WHEREAS, the Lino Lakes Comprehensive Plan guides the Property for mixed-use; and WHEREAS, Legacy Holdings Lino Lakes, LLC (the "Developer") has proposed a mixed-use development on the property. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lino Lakes as follows: 1. The Mayor and City Clerk are hereby authorized and directed to execute the Real Estate Purchase Agreement and other appropriate documents to facilitate sale of the Property to the Developer. 2. Staff and consultants are hereby authorized and directed to take any and all other steps necessary or convenient in order to accomplish the conditions of the Real Estate Purchase Agreement. Dated: August 25, 2003. ATTEST: Ann Blair, Clerk 9v -A John Bergeson, Mayor Attachment A 17-31-22-12-0007 (part) 17-31-22-13-0003 AGENDA ITEM 7B STAFF ORIGINATOR: Mary Alice Divine DATE: 8/25/03 TOPIC: Real Estate Purchase Agreement with Legacy Holdings Lino Lakes, LLC Vote Required: 3/5 BACKGROUND: Hartford Group, Inc. (Legacy Holdings Lino Lakes, LLC) wishes to enter into a purchase agreement with the City of Lino Lakes for approximately 11 acres of city -owned property as part of the Woods Edge development (formerly called the Village). The developer is proposing a mixed-use development consisting of retail, office, for -sale townhomes, rental townhomes, senior apartments and condos. Staff has been working through a number of city and developer responsibilities and schedules for completion of the approvals and a construction start of Spring 2004. The major components of the purchase agreement include: 1. A purchase price of $4.50 per sq. ft. 2. $10,000 earnest money will be paid by the buyer for the first contingency period of 365 days; and, if necessary, an additional $10,000 for a second contingency period of 180 days; and an additional $10,000 for a third contingency period of 120 days. The earnest money is non-refundable should the buyer not meets its obligations under the agreement, but will be credited toward the purchase price. 3. Conditions of the agreement include obtaining all municipal approvals for a mixed-use redevelopment project on the combined city and adjacent Tagg property; approval of the development plan within 60 days after submittal; and an acknowledgement that city financial assistance will be necessary to complete the project. Options: 1. Adopt Resolution No. 03-135, approving a real estate purchase agreement between Legacy Holdings Lino Lakes, LLC and the City of Lino Lakes. 2. Return to staff with direction. Recommendation: Option 1 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made as of the day of , 2003, by and between LEGACY HOLDINGS LINO LAKES, LLC, ("Buyer"), a Minnesota corporation or its assigns and the CITY OF LINO LAKES, a Minnesota municipal corporation ("City"). 1. PURCHASE AND SALE. Subject to the terms and conditions of this Agreement, and for and in consideration of the mutual agreements, covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City agrees to sell to Buyer, and Buyer agrees to purchase from City approximately 11.72 acres (including all improvements located thereon), located in Lino Lakes, Minnesota, (the "Property"), and described on EXHIBIT A attached hereto and made a part hereof, including all interest, right and title of City in and to all adjacent rights-of-way and streets, including all access rights, easements, hereditaments, and tenements benefiting the Property. The exact dimensions and square footage of the Property shall be determined by the Survey described in Section 4 herein. 2. CONTINGENCY PERIOD AND CLOSING DATE. The "Contingency Period" shall be for three hundred sixty-five (365) days commencing on the day after the parties' mutual execution of the Agreement. Contingencies include obtaining all municipal approvals, Final Plat approvals, Development Agreements, zoning approvals, subdivision approvals, the approval of a mixed use redevelopment on the adjacent 29.53 acres known as the "Tagg Property", Tax Increment Financing Agreements, Tax Abatement Financing Agreements and other City financing. It is acknowledged by City that the Buyer cannot close on the Property without assistance from the City in the form of Tax Increment Financing, Tax Abatement, land contribution or other financial incentives. In the event that Buyer has submitted, before the end of the Contingency Period, an application to the City requesting approval of Buyer's development and financing plan and the City has not approved or rejected the application, then the "Contingency Period" shall be extended for an additional one hundred eighty (180) days, upon the deposit of an additional Ten Thousand and No/100 Dollars ($10,000.00) in the trust account of First American Title Insurance Company (the "Title Company"), which amount shall be non-refundable and credited against the Purchase Price (the "First Additional Earnest Money Payment"). Upon Buyer's payment of the First Additional Earnest Money Payment, the Initial Earnest Money, as defined below, shall become nonrefundable to Buyer. In the event that Buyer has submitted an application to the City, before the end of the Contingency Period, requesting approval of its development and financing plan and the City has not approved or rejected the application during the extended 180 -day period, then the "Contingency Period" shall be extended for an additional one hundred twenty (120) days, upon the deposit of an additional Ten Thousand and No/100 Dollars ($10,000.00) in the trust account of the Title Company, which amount shall be credited against the Purchase Price (the "Second Additional Earnest Money Payment"). Buyer's payment of the Second Additional Earnest Money Payment shall be nonrefundable to Buyer. (The Initial Earnest Money, the First Additional Earnest Money Payment and the Second Additional Earnest Money Payment shall hereinafter be referred to collectively as the "Earnest Money.") Closing will occur within ninety (90) days after all contingencies have been completed or such earlier date as the parties may agree upon (the "Closing Date"). City agrees to cooperate with Buyer and to use all reasonable efforts to close on an earlier date if Buyer so requests. City will be provided with a written notice of the intent of the Buyer to close a minimum of sixty (60) days prior to the Closing. 3. PURCHASE PRICE. The purchase price (the "Purchase Price") shall be calculated on a per square foot basis, inclusive of easements, but not public roads on the Property. The exact square footage of the Property shall be determined by the Survey described in Section 4 herein. The Purchase Price shall be based upon a price of Four Dollars and Fifty Cents ($4.50) per square foot of land area confirmed by survey. Buyer shall deposit within fourteen (14) days after execution of the Purchase Agreement by City and Buyer the sum of Ten Thousand and No/100 Dollars ($10,000.00) (the "Initial Earnest Money") in the trust account of the Title Company, which amount shall be credited against the Purchase Price. 4. SURVEY. Within thirty (30) days after the date of this Agreement or as soon as it is feasible depending on weather conditions, City, at its sole cost and expense, shall cause a survey to be completed (or updated) on the ground of the Property in accordance with ALTA Land Survey standards and the provisions hereinafter set forth (the "Survey"). The Survey shall be dated subsequent to the date hereof and shall be prepared by a surveyor mutually agreed upon by City, Buyer and the Title Company (described in Section 5 herein). A copy of the Survey shall be furnished promptly to Buyer and the Title Company. The Title Commitment (described in Section 5 herein) and other costs incurred in connection therewith by City shall be paid by City. 5. TITLE INSPECTIONS - TITLE POLICY. Within thirty (30) days after the date of this Agreement, City, at its sole cost and expense, shall cause the Title Company to deliver to Buyer the Title Company's commitment (the "Title Commitment") to issue to Buyer an ALTA Owner's Policy (4/6/90) of title insurance (the "Title Policy"), in the full amount of the Purchase Price, effective as of the Closing Date, insuring that fee simple title to the Property is vested in City (or City's assignee). In addition to the Title Commitment, City shall cause the Title Company to simultaneously deliver to Buyer two (2) legible copies of all documents identified in Schedule B or the Requirements Section of the Title Commitment (the "Title Documents"). Buyer shall pay the premium cost of any Owner's and/or Mortgagee's Policy of Title Insurance. Buyer shall have until thirty (30) days following receipt of the Title Commitment, the Title Documents and the Survey to notify the Title Company and City in writing of any defect in the title of the Property or any other matter deemed unacceptable to Buyer, for any reason, disclosed by the Title Commitment, the Title Documents or the Survey. City shall have twenty (20) days after notice of such a defect or matter is given by Buyer within which City shall make a diligent and reasonable effort to eliminate or cure the same. If City is unable to cause such to be eliminated within that period, Buyer, at its option, by written notice to City at any time on or before the Closing Date may elect (a) to cancel this Agreement or (b) to accept title with the defect or matter to which it earlier objected. In the event of cancellation under this Section 5, this Agreement thereupon shall become null and void and of no further force or effect. The Initial Earnest Money shall be promptly refunded by City. In such event neither Buyer nor City shall have any further obligation or liability hereunder. Any exceptions to title to which Buyer does not object, or for which Buyer waives its objection in writing shall be deemed to be "Permitted Exceptions". The Title Policy shall show no exceptions, except as may be agreed upon by Buyer, and any Permitted Exceptions. 6. ADDITIONAL DOCUMENTS AND INFORMATION. Thirty (30) days following execution of this Agreement, City shall deliver copies of the following documents (the "Additional Documents") to Buyer (which copies shall be true, correct, complete and legible): Copies of all soil tests, environmental reports, including a Phase I environmental report, and inspection reports prepared with respect to the Property prepared by or for City, or in possession of City. b) Copies of all real estate tax statements for taxes payable in 2001 and 2002, and when available, for 2003, with respect to the Property. 7. BUYER'S CONDITIONS PRECEDENT AND INSPECTIONS. Buyer's obligations under this Agreement are further contingent upon satisfaction in the sole discretion of Buyer of the following additional express conditions precedent: a) General municipal approval of the development plan prepared by Buyer within sixty (60) days after submittal to the City. b) Approval of a mixed use redevelopment project on the adjacent 29.53 acres known as the "Tagg Property". c) Approval by Buyer and its consultant within sixty (60) days after execution of Purchase Agreement in their sole discretion of soils, engineering tests, physical inspections of the Property and all other matters pertaining to the physical condition of the Property (including inspection reports relating to soil compaction and such hazardous and toxic waste inspections as shall be required by Buyer in its sole discretion). d) On or before three hundred sixty-five (365) days after mutual execution of Purchases Agreement, Buyer shall have received any and all approvals as referenced in Section 2 herein. e) Approval, within five (5) days prior to the Closing Date, by Buyer and City of the forms of the Closing documents to be drafted by City as described in Section 9(b) herein, which approval shall not be unreasonably conditioned, delayed or withheld. t) As of the Closing Date, each of City's representations and warranties shall be true, and each covenant and obligation of City hereunder shall have been performed. In the event that any of the conditions specified in Sections 7(a) -(e) herein has not been satisfied by the applicable dates specified above, Buyer may elect to cancel this Agreement at any time by giving written notice of such cancellation to City within fourteen (14) days after the date of the occurrence. In such event this Agreement shall be thereby terminated. In the event of cancellation or termination under this Section 7, this Agreement thereupon shall become null and void and of no further force or effect. All Earnest Money, which has not become nonrefundable, shall be forthwith refunded by City (except as provided in the next sentence). If any failure to close the purchase and sale contemplated by this Agreement is due solely to the default hereunder of Buyer, then City shall retain all Earnest Money deposited by Buyer hereunder as liquidated damages. In such event neither Buyer nor City shall have any further obligation or liability hereunder. During the term of this Agreement, after notification to City of the purpose, Buyer and its agents shall be permitted to enter upon the Property to inspect the Property from time to time and to conduct such tests as Buyer deems appropriate, at the sole cost and expense of Buyer, including, without limitation, the studies and tests described in Section 7(b) herein. Buyer shall be permitted to inspect the Property, and real estate tax and special assessment information in the possession or control of City. Buyer shall indemnify and hold City harmless from any and all claims, costs, damages, fees (including, but not limited to, attorneys', engineers' and other consultants costs and fees) and losses resulting from or relating to Buyer's inspections under this Section 7. This indemnification shall survive the Closing or the cancellation of this Agreement for any reason. City agrees to consent to and join in any Buyer's petitions, applications, proceedings for replatting, obtaining variances of applicable codes and ordinances, obtaining conditional use permits and any other licenses, permits and approvals necessary or desirable by Buyer; provided, however, that City shall not be obligated to incur any expense in connection with the foregoing. 8. COVENANTS, REPRESENTATIONS AND WARRANTIES OF CITY AND BUYER. City hereby covenants, represents and warrants to Buyer as follows: a) That the Property is and at the Closing Date will be in full compliance with all applicable codes, decrees, laws, orders, ordinances, regulations, rules and statutes (whether federal, state, county or municipal), and all applicable restrictive covenants (collectively, "Regulations"), including, without limitation, any Regulations relating to building, environmental protection, fire, health, pollution and safety. b) That City has received no notice of and has no knowledge of any proposed or pending proceeding to change or redefine the current zoning classification of all or any part of the Property. c) That City has full authority, power and right to execute, deliver and carry out the terms and conditions of this Agreement and all other documents to be executed and delivered by City pursuant to or in connection with this Agreement; and that the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, or with or without notice or the passage of time, or both, result in a breach of, any contract or agreement to which City is a party, or of any judgment, order, or decree of any court having jurisdiction over City or City's properties or of any other applicable Laws, Ordinances or Regulations. d) That as of the Closing Date City shall convey good and marketable title to the Property, free and clear of any and all liens and encumbrances whatsoever, except the Permitted Exceptions. e) That there is no action or proceeding pending against City or any part of the Property that, if determined adversely as to City, Buyer or the Property, would have a material adverse effect on title to or the use, enjoyment or value of the Property, or that could interfere with the consummation of the transactions contemplated by this Agreement, and, to the best of City's knowledge, no such action or proceeding is contemplated or threatened by any party. f) That as of the Closing Date there will have been approved direct access to and from the Property on a publicly dedicated street and to public utilities, and, to the best of City's knowledge, no fact or condition exists that would result in the termination of such access to and from the Property or the cessation of such utilities necessary for the operation of the Property as a business or service as proposed by Buyer and as permitted by the City. That City warrants to Buyer: (i) that it has not used or permitted the Property to be used, whether directly or through agents, contractors or tenants, and to the best of City's knowledge, and except as disclosed to Buyer in writing, the Property has not at any time been used for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any dangerous toxic or hazardous pollutants, contaminants, g) chemicals, wastes, or substances, petroleum or petroleum products, asbestos, pesticides, agricultural chemicals, or PCB, as defined in the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), or the Federal Resource Conservation and Recovery Act of 1976 ("RCRA"), or the Minnesota Environmental Response and Liability Act, Minn. Stat. Ch. II 5A ("MERLA"), or any other federal, state or local environmental laws, common law, statutes, regulations, requirements, and ordinances ("Hazardous Materials"); (ii) that to the best of City's knowledge, there has been no investigations or reports involving City or the Property by any governmental authority which in any way pertain to Hazardous Materials; (iii) that to the best of City's knowledge, the operation of the Property has not violated and is not currently violating any federal, state or local law, regulation, ordinance, or requirement governing Hazardous Materials; (iv) that to the best of City's knowledge, the Property is not listed in the United States Environmental Protection Agency's national Priorities List of Hazardous Waste Sites nor any other list, schedule, log, inventory, or record of Hazardous Materials or hazardous waste sites, whether maintained by the United States Government or any state or local agency; (v) that to the best of City's knowledge, the improvements, if any, do not contain any formaldehyde, urea, or asbestos, except as may have been disclosed in writing to the Buyer by City at the time of execution and delivery of this Agreement; (vi) that City agrees to indemnify and reimburse Buyer for any breach of these representations and warranties for any loss, damage, expense, or cost arising out of or incurred by Buyer which is the result of a breach of, misstatement of, or misrepresentation of the above covenants, representations and warranties, together with all attorneys' fees, consultants' fees, engineering fees, and costs incurred in connection with the defense of any action against Buyer arising out of the above; and (vii) that these covenants, representations, and warranties shall be deemed continuing covenants, representations, and warranties for the benefit of Buyer, and any heirs, successors, and assigns or Buyer, and shall survive the Closing and delivery of the Warranty Deed. h) That to the best of City's knowledge, there are no soil compaction or subsurface conditions that would interfere with the ability of the Property to support buildings as proposed by Buyer. i) That to the best of City's knowledge, the Property is not in a designated wetland, flood plain or flood insurance area, including, without limitation, any area determined by the Department of Housing and Urban Development to be in a flood zone under the Federal Floor Protection Act of 1973. j) That as of the Closing Date all utilities, including, without limitation, water, waste removal systems, electricity, gas and telephone, will be available to the Property in sufficient quantity to adequately service the Property for the development as proposed by Buyer or that the City has approved extension of such services. k) That as of the Closing Date there will be no unrecorded contracts, easements, leases or other agreements, or claim of any third party, affecting the title, use, development or occupancy of the Property, and no entity, firm or person has or as of the Closing Date will have any right of first refusal, option or other right to acquire all or any part of the Property. 1) That except for debts, liabilities and obligations for which provision is herein made for proration or other adjustment at Closing; there shall be no debts, liabilities or obligations of City with respect to the Property outstanding as of the Closing Date. m) That to the best of City's knowledge there is no contemplated, existing or proposed eminent domain proceeding, or private purchase in lieu thereof, relating to the Property or any portion thereof. n) That City is not a "foreign person" as that term is defined in Section 1445 of the Internal Revenue Code, as amended, and any applicable regulations promulgated thereunder. o) That each and every obligation and undertaking of City under this Agreement and any collateral agreement shall be performed by City timely when due. P) q) r) That there are no buildings or structures located on or under the Property that are subject to leases or rental agreements with tenants of the Property nor are there any tenants of the Property. That to the best of City's knowledge, there are no wells or storage tanks on the Property. That City shall not take or omit to take any action that would result in a violation or breach of any of the covenants, representations or warranties set forth in this Agreement; that City shall indemnify and hold Buyer harmless from and against any and all damage, liability or loss (including, without limitation, actual attorneys' fees and costs) that Buyer may incur by reason of any breach of, or inaccuracy in, the covenants, representations and warranties contained herein or in any certificate or other instrument furnished by City to Buyer pursuant hereto- and that City's covenants, indemnities, representations and warranties contained in this Agreement shall survive the Closing for a period of twenty-four (24) months. s) That City has received no notice or complaint from any other party regarding the Property and will maintain the Property in its current condition until Closing. Buyer hereby covenants, represents and warrants to City as follows: t) That Buyer is a corporation duly formed and validly existing under the laws of Minnesota; that all requisite resolutions or corporate authority and any other consents necessary for the consummation by Buyer of the transaction contemplated hereby have been duly adopted and obtained; that Buyer has full authority, power and right to execute, deliver and carry our the terms and conditions of this Agreement and of other documents to be executed and delivered by Buyer pursuant to or in connection with this Agreement; and that the consummation of the transaction herein contemplated, and compliance with the terms of this Agreement will not conflict with, or with or without notice, or the passage of time, or both, result in a breach of any judgment, order or decree of any court having jurisdiction over Buyer or Buyer's properties or any other regulations. u) That Buyer shall not take or omit to take any action that would result in a violation or breach of any of the covenants, representations or warranties set forth in this Agreement; that Buyer shall indemnify and hold City harmless from and against any and all damage, liability or loss (including, without limitation, actual attorneys' fees and costs) that City may incur to a third party by reason of any breach of, or inaccuracy in, the covenants, representations and warranties contained herein or in any certificate or other instrument furnished by Buyer to City pursuant hereto; and that Buyer's covenants, indemnities, representations and warranties contained in this Agreement shall survive the Closing for twenty-four (24) months 9. CLOSING - CLOSING DOCUMENTS. a) At Closing, City shall execute, as appropriate, and deliver to Buyer the following items: (i) A Warranty Deed (the "Deed"), conveying good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (ii) Evidence, reasonably satisfactory to Buyer and the Title Company, of authority of any person or persons executing instruments for or on behalf of City. (iii) A Certificate of Real Estate Value, as required by Minnesota law. (iv) A Well Disclosure Certificate, as required by Minnesota law. (v) An Affidavit in compliance with Section 1445 of the Internal Revenue Code, as amended, stating City's United States Identification Number and that City is not a "foreign person" as defined in Section 1445. (vi) Any other items or documents affecting the conveyance and sale of the Property that may be reasonably requested by Buyer or Title Company, or that may be necessary to carry out the purpose and intent of this Agreement. b) Drafts of the Closing documents described in Section 9(a)(i) through (vi) herein shall be prepared by City and submitted to Buyer for approval on or before ten (10) days prior to the Closing Date. c) At Closing, Buyer shall deliver to City the following: (i) The balance of Purchase Price. (ii) Any other items or documents affecting the conveyance and sale of the Property that may be reasonably requested by City or Title Company, or that may be necessary to carry out the purpose and intent of this Agreement. d) Possession of the Property shall be delivered by City to Buyer immediately upon Closing, and Buyer may commence work on the Property, provided it does not interfere with City's work or access to the Property. Any personal property remaining on the Property after the Possession Date shall be deemed abandoned by City. Except as otherwise provided herein, all Closing costs, including recording fees, shall be allocated to and paid by City or Buyer in accordance with the manner in which such costs are customarily paid by such parties in sales of similar property in Anoka County, Minnesota. City shall pay any recording fees in connection with the recording of the Deed and any deed tax with respect to the ultimate transfer of the Property. Buyer shall pay any mortgage registration tax in connection with the recording of any mortgage given by Buyer and the premium for Owner's and Mortgagee's Title Insurance Policies. Each party shall pay one-half of Title Company's Closing fee. 10. ADJUSTMENT AND PRORATIONS. Real estate taxes due and payable with respect to the Property in the years prior to the calendar year of Closing shall be paid by City. Real estate taxes due and payable with respect to the Property during calendar year of the Closing shall be prorated between City and Buyer as of the Closing Date, based upon the latest available tax information. Real Estate taxes due and payable in the years after the calendar year of Closing shall be paid by Buyer. City shall pay on the Closing Date all outstanding levied, pending or deferred special assessments or similar charges and deferred taxes outstanding as of the Closing Date, including any charges for improvements to be installed by City, except sewer, water, and surface water management area and unit charges. 11. CONDEMNATION AND EMINENT DOMAIN. City represents and warrants that it has not received a notice in respect of and has no knowledge of any condemnation or eminent domain proceedings pending or threatened in respect to the Property. If, prior to Closing, the Property or any part thereof is subject to a condemnation or eminent domain proceeding, City, immediately upon learning of the same, shall give written notice to Buyer. Thereafter, Buyer shall have a period of fifteen (15) days within which to elect, by written notice to City, to cancel this Agreement. In the event of cancellation under this Section 11, all Earnest Money, which has not become nonrefundable, shall be promptly refunded by City. This Agreement shall become null and void and of no further force or effect. Neither Buyer nor City shall have any further obligation or liability hereunder, except Buyer's indemnification as provided in Section 7 herein. If no such election is timely made, Buyer shall be deemed to have waived its rights under this Section 11; provided, however, that Buyer shall be entitled, upon Closing, to all of the proceeds of any condemnation award. City shall execute and deliver all documents reasonably requested of City in order to effectuate same. 12. REAL ESTATE COMMISSION. Buyer and City each represents and warrants to the other that, no person or entity is entitled to any commission or other fee in connection with this transaction. This warranty shall survive the Closing or the cancellation of this Agreement for any reason. City and Buyer each for itself as indemnitor shall indemnify the other party against any action, claim, loss or suit (including reasonable attorneys' costs and fees) incurred or suffered by the other party by reason of any misrepresentation or breach of warranty under this Section 12 by the indemnifying party. City, at its sole cost and expense, shall pay any commission or other fee which may be due from City, and shall indemnify and hold Buyer harmless therefrom. Buyer at its sole cost and expense, shall pay any commission or other fee which may be due from Buyer, and shall indemnify and hold City harmless therefrom. 13. EXPENSES. Except as otherwise provided in this Agreement, each party shall pay for its own accounting, consulting, engineering, legal, surveying and other similar expenses incurred in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. 14. ASSUMED NAME CERTIFICATES. The parties hereto agree to execute, acknowledge and file or deliver such fictitious or assumed name amendments, certificate, counterparts, documents or instruments as may be required to comply with the laws of the State of Minnesota or of any other State in which the parties may elect to do business. 15. NUMBER OF DAYS. In computing the number of days for the purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and national legal holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or national legal holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or national legal holiday. 16. CONSTRUCTION. The parties acknowledge that each party and its counsel have reviewed and approved this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or Exhibits hereto. 17. THIRD PARTY BENEFICIARIES. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their assigns, executors, heirs, personal representatives and successors, any rights or remedies under or by reason of this Agreement. 18. CUMULATIVE RIGHTS. Except as may be specifically limited herein, no remedy or right herein conferred upon or reserved to any party hereto is intended to be exclusive of any other remedy or right herein or by law provided, but each shall be cumulative and in addition to every other remedy or right given herein or not or hereafter existing at law or in equity or by statute. 19. ATTORNEY'S FEES. It is expressly agreed and understood that City and Buyer each shall be entirely responsible for the payment of any attorney's fees incurred by each party relating to the legal services furnished to such party in connection with the transactions contemplated herein; provided, however, that in the event that either party hereto should employ the services of an attorney in connection with a breach of this Agreement or the enforcement of the terms hereof, the defaulting or losing party shall pay, in addition to any other sums due hereunder, the prevailing party's reasonable attorneys' costs and fees. 20. NOT PARTNERSHIP OR JOINT VENTURE. City and Buyer agree that this Agreement is not intended to be nor shall it be construed as a joint venture or partnership between City and Buyer. City and Buyer agree that the only purpose of this Agreement is to establish a seller and buyer relationship. This Agreement is nothing more than an agreement on the part of City granting to Buyer the right and obligation to purchase the Property under the conditions herein set forth. Buyer and City intend that the relationship between them shall be solely that of Buyer and Seller. Nothing contained in this Agreement, or in any other document or instrument made in connection with this transaction, shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture, other common enterprise or co-ownership by or between Buyer and City. 21. INVALID PROVISIONS. The parties hereto intend and believe that each provision of this Agreement comports with all applicable local, state and federal laws, judicial decisions and public policy; provided, however, if any provision or provisions, or if any portion of any provision or provisions, in this Agreement is found by a court of law to be in violation of any applicable local, state or federal laws, judicial decisions or public policy, and if such court should declare a portion, provision or provisions of this Agreement to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of the parties hereto under the remainder of this Agreement shall continue in full force and effect. 22. NOTICES. All communications, demands, notices or objections permitted or required to be given or served under this Agreement shall be in writing and shall be deemed to have been duly given or served if delivered, in person or deposited in the United States mail, postage prepaid, for mailing by certified or registered mail, return receipt requested or of telegram, by prepaid telegram, telex, FAX or telecopier, and addressed, to a party to this Agreement, to the address set forth below: If to Buyer: with a copy to: If to City: with a copy to: Legacy Holdings Lino Lakes, LLC c/o Hartford Group, Inc. 12100 Singletree Lane Suite 100 Eden Prairie, MN 55344-7933 Attention: John C. Brandt Telephone Number: (952) 746-1202 Fax Number: (952) 746-1201 Larkin, Hoffman, Daly & Lindgren, LTD 1500 Wells Fargo Plaza 7900 Xerxes Avenue South Bloomington, Minnesota 55431 Attn: William C. Griffith Telephone Number: (952) 896-3290 Fax Number: (952) 896-3333 City of Lino Lakes 600 Town Center Parkway Lino Lakes, Minnesota 55014 Attn: Telephone Number: (651) 982-2400 Fax Number: (651) 982-2499 William G. Hawkins 2140 4th Avenue North Anoka, Minnesota 55303 Telephone Number: (763) 427-8877 Fax Number: (763) 421-4213 Notices sent by certified mail, return receipt requested, shall be presumed to have been received. If notice is mailed, the effective notice date shall be the 7th day next following the date of mailing. If notice is telecopied, the effective notice date shall be the next following day. If notice is personally delivered, the effective date shall be the delivery date. Any party may change his/her/its address by giving notice in writing, stating his/her/its new address to any other party as provided in the foregoing manner. Commencing on the 10th day after the giving of such notice, such newly designated address shall be such party's address for the purpose of all communications, demands, notices or objections permitted or required to be given or served under this Agreement. 23. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their assigns, executors, heirs, personal representatives or successors; provided, however, that no party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto, and any attempt to do so shall be void; provided, further, however, that any permitted assignment shall not release the primary obligor from the responsibility of performing the obligation unless the obligor is specifically released from such obligation. Notwithstanding the next previous sentence, Buyer may at any time assign its rights and obligations hereunder (and be released therefrom) once to an affiliate of Buyer. 24. AMENDMENT, MODIFICATION OR WAIVER. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or his/her/its duly authorized representative and specifying with particularity the extent and nature of such amendment, modification or waiver. Any waiver by any party of any default of another party shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies and rights of the parties hereto under and pursuant to this Agreement. 25. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to each subject matter. Neither party hereto has relied upon any agreements, covenants, promises, representations, restrictions, undertakings or warranties not set forth in this Agreement (whether oral, implied, or otherwise). There have been, and are, no agreements, covenants, promises, representations, restrictions, understandings or warranties between the parties with regard thereto, other than those set forth or provided for herein. 26. CAPTIONS, HEADINGS OR TITLES; REFERENCE TO GENDER: AND SINGULAR OR PLURAL. All captions, headings and titles and numbering and lettering systems in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement and shall not be a limitation on the scope of the particular paragraphs or sections to which they apply. Where appropriate, the feminine gender may be read as the masculine gender or the neuter gender; the masculine gender may be read as the feminine gender or the neuter gender; and the neuter gender may be read as the masculine gender or the feminine gender. Words shall be interchangeable with respect to singular or plural. 27. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 28. MINNESOTA LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. IN WITNESS WHEREOF, this Purchase Agreement has been executed as of the day and year first above written. BUYER: LEGACY HOLDINGS LINO LAKES, LLC By: � John C. Brandt Its Chief Manager , 2003 Date CITY: CITY OF LINO LAKES By: Print lime:.�-�- Mayor, Lino Laic By: Print Nar ie� L� lu IY City C1eifIS/, Lino Lakes 869503.1