HomeMy WebLinkAboutResolution 6563 AttachmentVACANT LAND PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement"), dated for
reference purposes only the day of September, 2015 (the "Effective Date"), between
CLIFFORD L. OTTEN, a single person ("Seller"), and the CITY OF ORONO, a Minnesota
municipal corporation ("Purchaser").
RECITALS
A. Seller is the fee owner of certain real property located in the City of Orono,
Hennepin County, Minnesota legally described in Exhibit A attached hereto ("Seller Property");
B. Purchaser proposes to acquire a portion of the Seller Property as legally described
in Exhibit B attached hereto ("Property") and Seller will retain the remainder legally described
in Exhibit C ("Remainder Property");
C. Seller also owns two commercial parcels to the south of the Seller Property,
legally described in Exhibit D ("Seller Commercial Property");
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. PROPERTY. In consideration of the mutual promises, covenants, and agreements
hereinafter contained, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to
purchase from Seller, upon the terms and conditions hereinafter set forth, Seller's right, title and
interest in that real property located within the City of Orono, Hennepin County, Minnesota as
legally described in Exhibit A attached hereto and incorporated by reference herein, together
with all attached improvements and fixtures, easements, and other real property interests
appurtenant thereto, if any (hereinafter referred to as the "Property").
2. PURCHASE PRICE. The purchase price for the Property shall be approximately One
Dollar and 001100 Dollars ($1.00) ("Purchase Price"), paid by Purchaser to Seller, subject to
closing adjustments and pro -rations, by wire transfer of immediately available funds at the
Closing (as defined below) to an account designated by Seller.
3. CLOSING. Unless terminated earlier, the date for closing the sale and purchase of the
Property (the "Closing") shall be on or before December 15, 2015. Closing shall be held at the
office of Land Title, Inc. ("Title Company"), or at such other time, date or place as the parties
may mutually agree. The Closing shall occur through an escrow with the Title Company,
whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and
may deliver documents by overnight air courier or other means.
4. CONVEYANCE OF PROPERTY. Upon performance by Purchaser, Seller shall
execute and deliver a Warranty Deed conveying marketable title of record, subject to all of the
following:
181815v6
(a) Reservations of minerals or mineral rights by the State of Minnesota, if any; and
(b) Local, state and federal laws, ordinances or governmental regulations, including,
but not limited to, building and zoning laws; and .
(c) Easements, rights-of-way, reservations, covenants and restrictions of record,
except those easements, rights-of-way, reservations, covenants and restrictions of
record objected to by Purchaser during the period for objections to title under
Section 6.
Items (a) through (c) above are hereinafter referred to as the "Permitted Exceptions".
5. SURVEY. Purchaser shall have the Property surveyed as determined by Purchaser, in
Purchaser's sole discretion and at Purchaser's expense. If said survey ("Survey") shows any
discrepancies or conflicts in boundary lines or encroachments that materially decrease the value
of the Property based on Purchaser's intended use, which Seller is unable or unwilling to cure,
then Purchaser's sole remedy shall be to terminate this Agreement by notice to Seller, otherwise
the defects shall be deemed to be waived.
6. EVIDENCE OF TITLE.
(a) Within fifteen (15) days of the date of this Agreement, Purchaser shall be
responsible for obtaining a title insurance commitment from Title Company and
reviewing title to the Property. Purchaser shall be allowed thirty (30) business days
after the receipt of the title commitment for examination of title and making any
objections, which shall be made in writing or deemed waived.
(b) Seller shall have one hundred twenty (120) days from receipt of Purchaser's written
title objections to make title marketable. Upon receipt of Purchaser's title
objections, Seller shall, within ten (10) business days, notify Purchaser of Seller's
intention to make title marketable within the 120 day period.
(c) If notice is given, payments hereunder required shall be postponed pending
correction of title, but upon correction of title and within ten (10) days after written
notice to Purchaser, the parties shall perform this Agreement according to its terms.
If no such notice is given or if notice is given but title is not corrected within the
time provided for, the Purchaser (at Purchaser's option) shall have the right to
terminate this Agreement.
(d) Liens or encumbrances for liquidated amounts which can be released by payment or
escrow form proceeds of the Closing shall not delay the Closing. Cure of the
defects by Seller shall be reasonable, diligent, and prompt. Pending correction of
title, all payments required herein and the Closing shall be postponed.
7. ACCESS TO PROPERTY. Seller acknowledges that Purchaser and Purchaser's agents
shall have access to the Property without charge and at reasonable times for the purpose of
Purchaser's survey, investigation and testing of the Property ("Investigation"). Purchaser shall
2
isisa5vb
make a good faith effort to notify Seller in advance of the dates and times Purchaser plans to
require access to the Property for purposes of the Investigation (email is sufficient). Purchaser
shall pay all costs and expenses of Investigation and Purchaser shall hold harmless and
indemnify the Property and Seller, his heirs, successors and assigns, from and against any and
all claims, suits, losses, liabilities, and expenses (including attorney's fees, expert's fees, and
other expenses of litigation) on account of injury to or death of any persons (including
Purchaser's) or damage to property or contamination of or adverse effects on the environment
or liens against Seller or the. Property, caused by Purchaser's entry onto the Property.
Purchaser's obligations under this Section 7 shall survive the termination of this Agreement or
the Closing. Purchaser shall repair and restore any damage to the Property caused by or
occurring during Purchaser's Investigation and return the Property to substantially the same
condition as existed prior to any Investigation. Purchaser shall have the right in its sole
discretion to contact various public officials and administrators to verify information regarding
the status of the Property and to determine that the Property is suitable for Purchaser's intended
use.
8. REAL ESTATE TAMES AND SPECIAL ASSESSMENTS
(a) Taxes Shall Be Prorated. Real estate taxes attributable to the Property due and
payable in the year of Closing shall be prorated based on land value and square
footage to the date of Closing. Real estate taxes attributable to the Property and
due and payable in years prior to the year of Closing, including but not limited to
any deferred real estate taxes under Minnesota Statutes, the so-called "Green
Acres Recapture", catch-up or adjustment in future taxes due as a result of
Seller's Property having been classified under any designation authorized by law
to obtain a special low ad valorem tax rate or receive either an abatement or
deferment of ad valorem taxes, shall be paid by Seller.
(b) Special Assessment. All levied assessments due and payable in the year of
Closing relating to the Property shall be pro -rated based on land value and square
footage between Purchaser and Seller as of the date of Closing. All levied
assessments payable for the years prior to Closing shall be paid by Seller and all
levied assessments due and payable after the year of Closing shall be paid by
Purchaser.
9. POSSESSION. Seller shall deliver possession of the Property to Purchaser on the date
of Closing.
10. REPRESENTATIONS OF SELLER. Seller does hereby covenant, warrant and
represent to Purchaser, to the best of his knowledge, as follows:
(a) Seller has marketable and insurable title to the Property of record, free and clear
of all liens, encumbrances, leases, claims and charges, all material easements,
rights-of-way, covenants, conditions and restrictions and any other matters
affecting the title, except for the Permitted Exceptions.
3
181815v6
(b) To Seller's actual knowledge, the conveyance of the Property pursuant hereto will
not violate any applicable statute, ordinance, governmental restriction or
regulation, or any private restriction or agreement to which Seller is a party.
(c) To Seller's actual knowledge, as of the date of Closing there will be no
outstanding or unpaid claims, actions or causes of action related to any transaction
or obligation entered into or incurred by Seller with respect to the Property prior
to the date hereof.
(d) To Seller's actual knowledge, there are no underground storage tanks or wells on
the Property, it being understood that the representation as to wells shall be
recited in the deed to be delivered by Seller at Closing.
(e) Seller is not a foreign person as defined in §1445(1) (3) of the Internal Revenue
Code or regulations issued thereunder.
(f) To Seller's actual knowledge, Seller has not received any written notice of any
current action, litigation, investigation, condemnation or other proceedings of any
kind pending or threatened against Seller with respect to the Property.
(g) To Seller's knowledge: (i) no toxic materials, hazardous wastes or hazardous
substances, as such terms are defined in the Resource Conservation and Recovery
Act of 1996, as amended (42 U.S.C. §6901, et seg.) or in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended
(42 U.S.C. §9601, et S�Mc .), including, without limitation, any asbestos or asbestos-
related products or materials and any oils, petroleum -derived compounds or
pesticides ("Hazardous Materials") have been generated, treated, stored, released
or disposed of or otherwise placed, deposited in or located on the Property; and
(ii) the Property is free of Hazardous Materials and is not subject to any
"superfund" type liens or claims by governmental regulatory agencies or third
parties arising from the release or threatened release of hazardous substances in,
on, or about the Property.
(h) Protected historical sites. [Select either (1) or (2) below:]
{1) Seller represents that Seller does not know if there are historical,
native American, or archeological materials on or in the Property that
might be protected by law.
(2) X Seller represents to the best of Seller's knowledge that the Property
does not have any American Indian burial grounds, other human burial
grounds, ceremonial earthworks, historical materials, and/or other
archeological sites that are protected by federal or state law. Purchaser's
obligation to close is contingent upon Purchaser determining to
Purchaser's satisfaction that the property does not have any American
Indian burial grounds, other human burial grounds, ceremonial
4
181815v6
earthworks, historical materials, and/or other archeological sites that are
protected by federal or state law.
11. SELLER'S CONTINGENCIES. The obligations of Seller under this Agreement are
expressly contingent upon the following:
(a) The right of way abutting the north property line of the Seller Commercial
Property is vacated at or prior to Closing;
(b) Seller is granted a sanitary sewer connection by the City of Orono to the City
sanitary sewer system for the Remainder Property, and the City waives the City
sanitary sewer connection fee and is responsible for payment of the sewer
availability charge (SAC). Seller shall be responsible for all other costs and fees
associated with the sanitary sewer connection;
(c) Seller is granted a connection by the city of Orono to the City water system for
the Remainder Property, and the City waives the City water connection fee and
waives or is responsible for payment of the water availability charge (WAC).
Seller shall be responsible for all other costs and fees associated with the water
connection;
(d) The Seller Property is rezoned from RR -IB, One -Family Residential District to R-
1 A, One -Family Residential District at or prior to Closing;
(e) Purchaser providing an appurtenant easement for driveway and access purposes to
serve the Remainder Property in the form attached as Exhibit E ("Access
Easement");
(f) Purchaser providing a temporary appurtenant easement for a subsurface sewage
treatment system ("SSTS") to serve the Remainder Property in the form attached
as Exhibit F ("Temporary SSTS Easement").
(g) The City of Orono granting the lot split necessary to establish the Property as
single tax parcel.
If the contingencies set forth herein have not been satisfied or waived by Seller by the date of
Closing, as otherwise extended, this Agreement shall be null and void and neither party shall
have any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to
Section 7. The contingencies set forth in this section are for the sole and exclusive benefit of
Seller and Seller shall have the right to waive the contingencies by giving notice to Purchaser,
provided Seller abides by the time requirements set forth above.
12. PURCHASER'S CONTINGENCIES. The obligations of Purchaser under this
Agreement are expressly contingent upon the following:
5
181815v6
(a) The representations of Seller contained in this Agreement must be true now and
as of the date of Closing, as if made on the date of Closing and Seller shall have
delivered to Purchaser on the date of Closing a certificate, signed by Seller,
certifying that such representations are true as of the date of Closing (the "Bring -
down Certificate"), except to the extent that the representations are no longer
true and acceptable to Purchaser.
(b) Title shall be held by Seller on the date of Closing and shall be free and clear of
all encumbrances except the Permitted Encumbrances.
(c) Purchaser shall be satisfied, in its reasonable discretion, with the results of any
Investigation conducted by Purchaser or Seller on the Property.
(d) Purchaser is satisfied, in its reasonable discretion, with the results of the Survey;
(e) Seller shall perform all of the obligations required to be performed under this
Agreement, as and when required by this Agreement, except as waived by
Purchaser.
(f) No suit, zoning change, governmental investigation or other proceeding
challenging the transactions contemplated hereby, shall have been threatened or
instituted.
(g) Purchaser having granted the lot split approval described in Section 11(e) above.
If the contingencies set forth herein have not been satisfied or waived by Purchaser by the date of
Closing, as otherwise extended, Agreement shall be null and void and neither party shall have
any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to
Section 7. The contingencies set forth in this section are for the sole and exclusive benefit of
Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to
Seller, provided Purchaser abides by the time requirements set forth above.
13. SELLER'S OBLIGATIONS AT CLOSING. On or prior to the date of Closing, Seller
shall:
(a) Execute, acknowledge and deliver to Purchaser the Deed to the Property
conveying to Purchaser marketable fee simple title to the Property subject only to
the Permitted Encumbrances.
(b) Execute and deliver to Purchaser such other documents as may be required by this
Agreement or as may be reasonably required by Title Company, including well
disclosures and sewage treatment system disclosures.
(c) Execute and deliver to Purchaser a standard form affidavit by the Seller indicating
that on the date of Closing there are no outstanding, unsatisfied judgments, tax
liens or bankruptcies against or involving Seller or the Property; that there has
6
181815v6
been no skill, labor or material furnished to the Property for which payment has
not been made or for which mechanic's liens could be filed; and that there are no
other unrecorded interests in the Property.
(d) Execute and deliver to Purchaser a "bring -down" certificate, certifying that all of
the representations made by Seller in this Agreement remain true as of the date of
Closing, subject to exceptions or events occurring subsequent to this Purchase
Agreement that are acceptable to Purchaser.
(e) Execute and deliver to Purchaser the Access Easement.
(f) Execute and deliver to Purchaser the Temporary SSTS Easement.
(g) Storage Tanks. If required, execute and deliver to Purchaser an affidavit with
respect to storage tanks pursuant to Minn. Stat. § 116.48.
(h) Well Certificate. If there is a well located on the Property, execute and deliver to
Purchaser a well disclosure certificate in form and substance true to form for
recording.
(i) Releases. Execute and deliver to Purchaser satisfactions or releases in recordable
form of any mortgages or contracts that remain unsatisfied as of the date of the
Closing.
14. PURCHASER'S OBLIGATIONS AT CLOSING. At Closing and subject to the
terms, conditions, and provisions hereof and the performance by Seller of his obligations as set
forth above, Purchaser shall:
(a) Deliver to Seller by wire transfer the balance of the Purchase Price, less any
adjustments; and
(b) Execute and deliver to Seller the Access Easement, Temporary SSTS Easement,
and such other documents as may be required by this Agreement or as may be
reasonably required by Title Company.
15. CLOSING COSTS. The following costs and expenses shall be paid as follows in
connection with the Closing:
(a) Seller shall pay:
(1) Issuance of title commitment;
(2) Seller's attorneys' fees;
(3) The cost of recording the satisfaction of any existing mortgage and any
other reasonable document(s) necessary to make title marketable;
7
tatsisv6
(4) The cost of recording the Access Easement;
(5) State deed tax; and
(6) One-half of the closing fee charged by Title Company for the Closing.
(b) Purchaser shall pay the following costs in connection with the Closing:
(1) The cost of the premium and endorsements issued pursuant to the
Commitment;
(2) Filing fee required to record the Deed and costs and filing fees for
documents to be recorded that are not required to be paid by Seller;
(3) Purchaser's attorneys' fees;
(4) One-half of the closing fee charged by Title Company for the Closing; and
(5) The cost of engineers or other consultants, if any, engaged by Purchaser
regarding the Property.
16. LIEN FOR MEDICAL ASSISTANCE. Seller warrants that the Property is not subject
to a lien for Medical Assistance or other public assistance. This warranty shall survive the
delivery of the Deed.
17. DEFAULT; REMEDIES. If Seller has performed or is ready, willing and able to
perform all obligations required by this Agreement and Purchaser shall fail or refuse to perform
this Agreement within the time and in the manner provided, then Seller's sole remedy shall be
termination of this Agreement, in which case the parties shall have no further rights and
obligations hereunder other than those rights and/or obligations which are expressly stated to
survive expiration or termination of this Agreement.
If Purchaser has performed or is ready, willing and able to perform all obligations
required by this Agreement and Seller shall fail or refuse to perform this Agreement within the
time and in the manner provided, then Purchaser, at its option may terminate this Agreement by
giving written notice thereof to Seller, in which case the parties shall have no further rights and
obligations hereunder other than those rights and/or obligations which are expressly stated to
survive expiration or termination of this Agreement.
18. BENEFIT. This Agreement shall be binding upon and inure to the benefit of Seller and
Purchaser and their respective successors and assigns.
19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
with respect to the transaction hereinabove set forth and may not be amended or modified in
whole or in part except with the consent of both of the parties hereto in writing.
8
1818156
20. TIME OF THE ESSENCE. Time shall be of the essence with respect to the
performance by the parties of their respective obligations hereunder.
21. MINNESOTA LAW. This contract is governed by the laws of the State of Minnesota.
22. NOTICES. Any notice which may be or is required to be given pursuant to the
provisions of this Agreement shall be given in writing and shall be effective for all purposes if
hand delivered or sent by: (a) personal delivery; or (b) by nationally recognized commercial or
United States Postal Service overnight prepaid courier service, with proof of delivery; or (c) by
certified or registered United States mail, postage prepaid, each addressed as follows (or at such
other address and person as shall be designated from time to time by any party hereto in a written
notice delivered to the other parties in the manner provided for in this section):
Seller: Clifford Otten
If by courier or personal delivery:
2350 West Wayzata Boulevard
Long Lake, Minnesota 55356
If by mail:
Box 249
Long Lake, Minnesota 55356
Copy to: Christopher J. Pierson
Sanford, Pierson, Thone & Strean, PLC
1905 East Wayzata Boulevard
Suite 220
Wayzata, Minnesota 55391
Purchaser: City of Orono
P.O. Box 66
Crystal Bay, Minnesota 55323
Attn: City Administrator
Copy to: Campbell Knutson, P.A.
Grand Oak Office Center 1
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Attn: Andrea McDowell Poehler
23. SIGNATURES BY COUNTERPARTS/FACSIMILE. This Agreement may be
executed in counterparts. Signatures may be transmitted via facsimile or in "PDF" format via e-
mail.
[The remainder of this page intentionally left blank Signature pages and Exhibits follow.]
9
181815v6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above, in multiple counterparts, each of which shall be deemed an original and
all
PURCHASER:
CITY OF ORONO
10
1818156
FXHiRTT A
Seller PropeM Legal Description
Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded plat thereof,
Hennepin County, Minnesota AND the South half of Pine Ridge Lane, as vacated per
City of Orono Resolution No. 2803, Document No. 213 23 68, Hennepin County Records.
11
181815v6
EXHIBIT B
Property Legal Description
The East 110.00 feet of Lot 2, Block 2, EAST WILLOW WOODS, according to the
recorded plat thereof, Hennepin County, Minnesota AND the South half of Pine Ridge
Lane, as vacated per City of Orono Resolution No. 2803, Document No. 2132368,
Hennepin County Records.
12
181815v6
EXHIBIT C
Remainder Property Legal Description
That part of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded plat
thereof, Hennepin County, Minnesota lying west of the East 110.00 feet thereof and lying
south of Pine Ridge Lane, as vacated per City of Orono Resolution No. 2803, Document
No. 2132368, Hennepin County Records.
13
181815v6
F.YMRIT n
Seller Commercial Property Legal Description
And
Lot 1, Block 1, EAST WILLOW WOODS, according to the recorded plat thereof,
Hennepin County, Minnesota.
Lot 2, Block 1, EAST WILLOW WOODS, according to the recorded plat thereof,
Hennepin County, Minnesota.
14
181815v6
EXHIBIT E
TO VACANT LAND PURCHASE AGREEMENT
SHARED DRIVEWAY EASEMENT AGREEMENT
THIS AGREEMENT (the "Agreement") effective , 2015, by and
between the CITY OF ORONO, a Minnesota municipal corporation ("City") and CLIFFORD
L. OTTEN, a single person ("Otten").
Recitals
A. City acquired from Otten and is now the owner of property located in the City of
Orono, Hennepin County, Minnesota legally described on Exhibit A attached hereto and
incorporated herein (the "City Parcel"), pursuant to a Vacant Land Purchase Agreement dated
, 2015 .
B. Otten owns a commercial parcel to the south of the City Parcel, legally described
on Exhibit B attached hereto and incorporated herein ("Otten Parcel"), which includes a
driveway abutting the City Parcel.
C. Pursuant to the Vacant Land Purchase Agreement, the City agreed to grant Otten
an appurtenant access easement for the purpose of connecting the driveway to Pine Ridge Lane.
D. The City installed a driveway to Pine Ridge Lane along the northern boundary of
the City Parcel ("City Driveway");
E. Otten installed a driveway to Pine Ridge Lane along the western boundary of the
Otten Parcel and the City Parcel ("Otten Driveway") to the connection with the City Driveway.
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants
herein contained, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, it is hereby mutually agreed by City and Otten as
follows:
1. Grant of Easement over City Parcel. City hereby grants to Otten and his heirs,
successors and assigns, an appurtenant, perpetual, non-exclusive easement for vehicular and
pedestrian driveway and ingress and egress purposes as legally described on Exhibit C and
shown on Exhibit D ("Easement Premises"), which easement shall run with the title to the Otten
Parcel.
2. Drivewa Construction. Offen may, at his own expense, reconstruct the Otten
Driveway within the Easement Premises in accordance with plans approved by the City
15
1818156
Engineer. Otten shall provide a continuous access and a consistent grade for the Often Driveway
at the connection with the City Driveway located within the Easement Premises.
3. Maintenance and Repair. Offen shall be responsible for all costs associated with the
construction, maintenance, improvement, repair or reconstruction of the Otten Driveway,
including snow removal, and sweeping.
4. Reasonable Use of Easement. The Easement Premises shall be used and enjoyed by
each party and their Permittees (as hereinafter defined) in such a manner so as not to
unreasonably interfere with, obstruct or delay the conduct and operations of the other party or its
Permittees at any time conducted on the City Parcel or Otten Parcel, including, without
limitation, public access to and from the City Parcel. The term "Permittees" shall mean the
respective employees, agents, contractors, customers, invitees, occupants, tenants, and licensees
of the City and Otten. Otten shall notify the City thirty (30) days prior to any construction,
maintenance or repair of the Otten driveway, except in the case of an emergency, when
reasonable notice is required. The City shall notify Otten thirty (30) days prior to any
construction, maintenance or repair of the City Driveway, except in the case of an emergency,
when reasonable notice is required.
5. Compliance with Applicable Laws. Otten shall at all times comply with all applicable
laws, ordinances, rules, regulations, and codes, federal, state, and local, whether now or hereafter
promulgated or enacted. At no time shall the installation, operation, or maintenance of the
driveway endanger or interfere with the safety of persons or property in the City.
6. Indemnification. Otten shall indemnify and hold the City harmless from and against all
liability, actions, claims, demands, costs, damages, or expense of any kind which may be brought
or made against the City relating to accidents, injuries, loss, or damage to Otten, his Permittees,
successors, or assigns on or about the Easement Premises. Such indemnity shall not apply to the
extent of any loss or claim due to or arising from the negligent or wrongful acts or omissions of
the City, its employees or agents.
7. insurance.
A. The City is a self-insured municipality. The liability of any claim within the
scope of Minnesota Statutes, Section 466.01 to 466.15 is limited by dollar amounts for a single
claimant and for all claims arising out of a single occurrence contained in Section 466.04 as
amended from time to time.
B. Throughout the term of this Agreement, Otten shall procure and maintain
commercial public liability and property damage insurance against claims for personal injury
(including contractual liability arising under the indemnity contained in Paragraph 6 above),
death, or property damage occurring upon the Driveway Easements, with single limit coverage
of not less than an aggregate of One Million Dollars ($1,000,000) including umbrella coverage,
if any, written by one or more responsible insurance carriers licensed to do business in the state
in which the parcel is located.
16
181815v6
8. Entire Agreement. This Agreement contains the complete understanding and agreement
of the parties hereto with respect to all matters referred to herein, and all prior representations,
negotiations, and understandings are superseded hereby. This agreement may not be amended or
modified in whole or in part except with the consent of both of the parties hereto in writing.
9. No Waiver. No waiver of any default of any obligation by any party hereto shall be
implied from any omission by the other party to take any action with respect to such default.
10. Notices. All notices permitted or required to be given under this Agreement shall be in
writing and shall be deemed to have been given (a) when personally delivered, (b) one business
day after being delivered to a reliable and recognized overnight courier or messenger service
which provides receipts of delivery, with fees prepaid or charged to the sending party, or (c)
three business days after being deposited in the United States mail in a sealed envelope by
certified mail, postage prepaid, addressed to the respective party at the address set forth herein or
to such other address as set forth in a notice given in accordance with this Section. The notice
addresses of the initial parties are as follows:
Seller: Clifford Otten
Eby courier or personal delivery:
2350 West Wayzata Boulevard
Long Lake, MN 55356
if b mail:
Box 249
Long Lake, MN 55356
Copy to: Christopher J. Pierson
Sanford, Pierson, Thane & Strean, PLC
1905 East Wayzata Boulevard
Suite 220
Wayzata, MN 55391
Purchaser: City Orono
P.O. Box 66
Crystal Bay, MN 55323
Attn: City Administrator
Copy to: Campbell Knutson, P.A.
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Attn: Andrea McDowell Poehler
11. Severability. The invalidity of any portion of this Agreement shall not impair in any
manner the validity, enforceability or effect of the rest of this Agreement.
17
181815v6
12. Governing Law. This Agreement shall be construed in accordance with the laws of the
State of Minnesota.
13. Covenants to Run with Land. It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the land and create
equitable servitudes in favor of the real property benefited thereby, shall bind every person
having any fee, leasehold or other interest therein and shall inure to the benefit of and be binding
upon the owners of the parcels identified herein, their permittees and their successors, assigns,
heirs and personal representatives.
14. Time is of the Essence. Time is of the essence of this Agreement.
15. Counterparts. This Easement Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original, but all of which, when taken together, constitute
the same instrument.
[Remainder of Page Intentionally Left Blank]
[Signature Pages to Follow]
18
181815vb
IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the
day and year first above written.
CITY OF OORONO
By: e�}t-rl� k�L
Lili McMillan, Mayor
• F
And:
4!iegs, Ci afy Clerk V
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me thisday of�
2015 by Lili McMillan and Diane Tiegs, the Mayor and City Clerk, respectively, of the City of
Orono, a Minnesota municipal corporation, on its behalf.
181815v6
Aot
Notary Public
19
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this �day of
�-e., 2015 by Clifford L. Offen, a single person.
'0CX' cro
RAOKEL00DGE Notary Public
N"?ARY PUBLIC -MINNESOTA
NFf Commission Expires Jan. M 12020
THIS DOCUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, ':Minnesota 55121
651-452-5000
20
181815v6
EXHIBIT A
Legal Description of City Parcel
The East 110.00 feet of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded
plat thereof, Hennepin County, Minnesota AND the South half of Pine Ridge Lane, as vacated
per City of Orono Resolution No. 2803, Document No. 2132368, Hennepin County Records.
21
181815v6
EXHIBIT B
Legal Description of Otten Parcel
That part of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded plat thereof,
Hennepin County, Minnesota lying west of the East 110.00 feet thereof and lying south of Pine
Ridge Lane, as vacated per City of Orono Resolution No. 2803, Document No. 2132368,
Hennepin County Records.
22
181815v6
EXHIBIT C
Leizal Description of Easement Premises
DESCRIPTION OF A NON-EXCLUSIVE EASEMENT FOR INGRESS & EGRESS
PURPOSES OVER THAT PART OF VACATED PINE RIDGE ROAD, HENNEPIN
COUNTY, MINNESOTA DESCRIBED AS FOLLOWS:
Beginning at the Northwest Corner of Lot 2, Block 2, EAST WILLOW WOODS, according to
the recorded plat thereof, Hennepin County, Minnesota; thence North 35 degrees 55 minutes 06
seconds East a distance of 25.00 feet along the West line of vacated Pine Ridge Road (per City
of Orono Resolution No. 2803, Document No. 2132368, Hennepin County Records) ; thence
southeasterly a distance of 21.92 feet along the North line of the South half of said vacated Pine
Ridge Road and arc of a non-tangential curve, concave to the northeast, having a radius of
177.67 feet, central angle of 7 degrees 04 minutes 03 seconds and chord bearing South 57
degrees 36 minutes 56 seconds East a distance of 21.90 feet; thence South 28 degrees 51 minutes
03 seconds West (radial measurement) a distance of 25.00 feet; thence northwesterly a distance
of 25.00 feet along the northerly line of said Lot 2 and are of a non-tangential curve, concave to
the northeast, having a radius of 202.67 feet, central angle of 7 degrees 04 minutes 03 seconds
and chord bearing North 57 degrees 36 minutes 56 seconds West a distance of 24.98 feet to the
POINT OF BEGINNING.
23
181815x+6
EXHIBIT D
DESCRIPTION OF A NON-EXCLUSIVE CASEMENT FOR INGRESS & EGRESS PURPOSES OVER THAT PART OF VACATED PINE RIDGE ROAD,
HE CMEPIN COUNTY, MINNESOTA DESCRIBED AS FOLLOWS:
Beginning at the Northwest Corner of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded plat thereof, Hennepin County,
Minnesota;
thence North 35 degrees SS minutes 06 seconds East a distance of 25.00 feet along the West line of said vacated Pine Ridge Road;
thence southeasterly a distance of 21.92 fleet along the North line of the South half of vacated Pine Ridge Road (Qty of Orono
Resolution No. 2803, Document No. 2132368, Hennepin County Records) and arc of a non-tangential curve, concave to the
northeast having a radius of 177.67 feet, cenicai angle of 7 degrees 04 minutes 03 seconds and chord bearing South 57
degrees 36 minutes 56 seconds East a distance of 21.90 feet;
thence South 28 degrees 51 minutes W seconds West �radlal measurement) a distance of 25.00 feet;
thence northwesterly a distance of 25-00 feet along the northerly line of sold Lot 2 and arc of a non-tangential curve, concave to
the northeast, having a radius or 202.67feet, central angle of 7 degrees 04 minutes 03 seconds and chord hearing North 57 degrees 36
minutes 55 seconds West a distance of 24.98 feet to the POINT OF BEGINNING.
Subject to easements and restrictions of record, if arty.
SURVEYOR'S CERTIFICATION
'. herein mgiry Nn th'a—wywas Frepared 4w me
�. uM[r my direct supervltlon and drat I am a duN
.Rosea mod su rindthelawsoithesmleof
M9n.
'- 46R4l101s
• L 08[0
iiG_nklyn 2r 13a1d
Inc toss,
0
BASIS OF BEARING:
For theme this survey, the East tine
of Lot 2, Block 2, EAST WILLOW WOODS has 0 40
an assumed bearing of 5 DD' 12' 23" E.
5{µE IN FEkT
108 NUMBER: [73.]06616 FIELD BOOK:
24
18181M
DRAWN BY: Ent SU.nON 34, TIIE, R 73
B h
—
I
o
Norah. f,y
L,nB• LCr � �
EASEMENTFOR`
INGRESS & EGRESS — ----_---t__-
per Li
DESCRIPTION OF A NON-EXCLUSIVE CASEMENT FOR INGRESS & EGRESS PURPOSES OVER THAT PART OF VACATED PINE RIDGE ROAD,
HE CMEPIN COUNTY, MINNESOTA DESCRIBED AS FOLLOWS:
Beginning at the Northwest Corner of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded plat thereof, Hennepin County,
Minnesota;
thence North 35 degrees SS minutes 06 seconds East a distance of 25.00 feet along the West line of said vacated Pine Ridge Road;
thence southeasterly a distance of 21.92 fleet along the North line of the South half of vacated Pine Ridge Road (Qty of Orono
Resolution No. 2803, Document No. 2132368, Hennepin County Records) and arc of a non-tangential curve, concave to the
northeast having a radius of 177.67 feet, cenicai angle of 7 degrees 04 minutes 03 seconds and chord bearing South 57
degrees 36 minutes 56 seconds East a distance of 21.90 feet;
thence South 28 degrees 51 minutes W seconds West �radlal measurement) a distance of 25.00 feet;
thence northwesterly a distance of 25-00 feet along the northerly line of sold Lot 2 and arc of a non-tangential curve, concave to
the northeast, having a radius or 202.67feet, central angle of 7 degrees 04 minutes 03 seconds and chord hearing North 57 degrees 36
minutes 55 seconds West a distance of 24.98 feet to the POINT OF BEGINNING.
Subject to easements and restrictions of record, if arty.
SURVEYOR'S CERTIFICATION
'. herein mgiry Nn th'a—wywas Frepared 4w me
�. uM[r my direct supervltlon and drat I am a duN
.Rosea mod su rindthelawsoithesmleof
M9n.
'- 46R4l101s
• L 08[0
iiG_nklyn 2r 13a1d
Inc toss,
0
BASIS OF BEARING:
For theme this survey, the East tine
of Lot 2, Block 2, EAST WILLOW WOODS has 0 40
an assumed bearing of 5 DD' 12' 23" E.
5{µE IN FEkT
108 NUMBER: [73.]06616 FIELD BOOK:
24
18181M
DRAWN BY: Ent SU.nON 34, TIIE, R 73
EXHIBIT F
TO VACANT LAND PURCHASE AGREEMENT
TEMPORARY SSTS EASEMENT AGREEMENT
THIS AGREEMENT (the "Agreement") effective , 2015, by and
between the CITY OF ORONO, a Minnesota municipal corporation ("City") and CLIFFORD
L. OTTEN, a single person ("the Otten").
Recitals
A. City acquired from Otten and is now the owner of property located in the City of
Orono, Hennepin County, '.Minnesota legally described on Exhibit A attached hereto and
incorporated herein (the "City Parcel"), pursuant to a Vacant Land Purchase Agreement dated
2015 ("Purchase Agreement").
B. The City Parcel is a portion of a larger parcel previously owned by Otten and
Otten continues to own the remainder parcel legally described on Exhibit B attached hereto and
incorporated herein ("Otten Parcel").
C. Otten owns a subsurface sewage treatment system ("SSTS") that serves the
residence located on the Otten Parcel.
D. The SSTS is located on a portion of the City Parcel.
E. The City has agreed to grant a temporary easement for the SSTS within the City
Parcel until such time as the Otten Property is connected to the City sanitary sewer system.
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants
herein contained, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, it is hereby mutually agreed by City and Otten as
follows:
1. Grant of Temporary Easement over City Parcel. City hereby grants to Otten and his
respective, successors and assigns, a temporary appurtenant, non-exclusive easement over under,
and across the City Property for a subsurface sewage treatment system as legally described on
Exhibit C and shown on Exhibit D ("Easement Premises"), which easement shall run with the
title to the Otten Parcel. This temporary easement shall terminate upon the earlier of the Otten
Property connecting to the City sanitary sewer system or two years from the date of the Purchase
Agreement. Otten and his licensees, employees, agents and contractors are hereby granted full
access to the Easement Premises for montoring, operation, maintenance, inspection, repair,
improvement and removal of the SSTS.
25
181815v6
2. Conditions to Use of Easement. The easement granted is subject to the following
conditions:
A. Offen shall be responsible for all costs associated with the construction,
maintenance, inspection, improvement, repair or reconstruction of the SSTS.
S. Prior to entering the Easement Premises to perform work pursuant to this
Easement Agreement, Otten and any of his contractors, inspectors, and agents shall obtain
permission from the City (which permission shall not be unreasonably withheld) and shall
provide to the City proof of proper licensing to perform work pursuant to this Easement
Agreement and proof of general commercial liability insurance. Said insurance shall provide
minimum coverage limits of $1,000,000 per occurrence and $2,000,000 aggregate. Offen may,
however, open and disturb the Easement Premises without permission from the City where an
emergency exists requiring the immediate repair of SSTS. In such event Otten shall notify the
City by telephone to the office designated by the City before opening or disturbing the Easement
Premises. On the next working day thereafter, Otten shall obtain any required permits and
provide any evidence of licensing and insurance required under this Easement Agreement.
C. Upon completion of any work requiring the opening of the Easement Premises,
Otten shall, in all cases, place the Easement Premises in, on, under or across which the same are
located in as good condition as they were prior to said operation. Offen shall also maintain the
same in good condition for two (2) years thereafter. The work shall be completed as promptly as
weather permits, and if Otten shall not promptly perform and complete the work, remove all dirt,
rubbish, equipment and material, and put the Easement Premises in the said condition, the City
shall have, after demand to Otten to cure and the passage of a reasonable period of time
following the demand, but not to exceed five (5) days, the right to make the restoration at the
expense of Otten. Otten shall pay to the City the cost of such work done for or performed by the
City, including its administrative expense and overhead, plus ten percent (10%) additional as
liquidated damages. This remedy shall be in addition to any other remedy available to the City.
3. Compliance with Applicable Laws. Otten, his contractors, inspectors, and agents shall at
all times comply with all applicable laws, ordinances, rules, regulations, and codes, federal, state,
and local, whether now or hereafter promulgated or enacted. At no time shall the installation,
operation, or maintenance of the SSTS endanger or interfere with the safety of persons or property
in the City.
4. Indemnification. Offen shall indemnify, keep and hold the City, its elected officials,
officers, employees, and agents free and harmless from any and all liability on account of injury
or death of persons or damage to or depreciation in value of property occasioned by the
construction, maintenance, repair, inspection, the issuance of permits, associated with Otten's
operation of an SSTS within the Easement Premises.
5. Insurance. Throughout the term of this Agreement, Otten shall procure and maintain
commercial general liability and property damage insurance against claims for personal injury
(including contractual liability arising under the indemnity contained in Paragraph 4 above),
26
181815v6
death, or property damage occurring upon the Easement Premises, with single limit coverage of
not less than an aggregate of One Million Dollars ($1,000,000) including umbrella coverage, if
any, written by one or more responsible insurance carriers licensed to do business in the state in
which the parcel is located.
6. No Waiver. No waiver of any default of any obligation by any party hereto shall be
implied from any omission by the other party to take any action with respect to such default.
7. Notices. All notices permitted or required to be given under this Agreement shall be in
writing and shall be deemed to have been given (a) when personally delivered, (b) one business
day after being delivered to a reliable and recognized overnight courier or messenger service
which provides receipts of delivery, with fees prepaid or charged to the sending parry, or (c)
three business days after being deposited in the United States mail in a sealed envelope by
certified mail, postage prepaid, addressed to the respective party at the address set forth herein or
to such other address as set forth in a notice given in accordance with this Section. The notice
addresses of the initial parties are as follows:
Seller: Clifford Otten
If by courier or personal delivery:
2350 West Wayzata Boulevard
Long Lake, MN 55356
Eby mail:
Box 249
Long Lake, MN 55356
Copy to: Christopher J. Pierson
Sanford, Pierson, Thone & Strean, PLC
1905 East Wayzata Boulevard
Suite 220
Wayzata, MN 55391
Purchaser: City Orono
P.O. Box 66
Crystal Bay, MN 55323
Attn. City Administrator
Copy to: Campbell Knutson, P.A.
Grand Oak Office Center 1
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Attn: Andrea McDowell Poehler
8. Severability. The invalidity of any portion of this Agreement shall not impair in any
manner the validity, enforceability or effect of the rest of this Agreement.
27
181815v6
9. Governing Law. This Agreement shall be construed in accordance with the laws of the
State of Minnesota.
14. Covenants to Run with Land. It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the land and create
equitable servitudes in favor of the real property benefited thereby, shall bind every person
having any fee, leasehold or other interest therein and shall inure to the benefit of and be binding
upon the owners of the parcels identified herein, their permittees and their successors, assigns,
heirs and personal representatives.
11. Time is of the Essence. Time is of the essence of this Agreement.
12. Counterparts. This Easement Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original, but all of which, when taken together, constitute
the same instrument.
[Remainder of Page Intentionally Left Blank]
[Signature Pages to Follow]
28
18181M
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
CITY OF ORONO
By:I I ?f'l,(l(k ,
Lili McMillan, Mayor
And:
'ane Tiegs, C' Clerk
STATE OF MINNESOTA )
)ss'
COUNTY OF HENNEPIN )
ti
The foregoing instrument was acknowledged before me this )54day of � ,r) Leh-,
2015 by Lili McMillan and Diane Tiegs, the Mayor and City Clerk, respectively, of the City of
Orono, a Minnesota municipal corporation, on its behalf.
66C -e SK -
Notary Public
C01 RACHEL DODGE
NOTARY PUBLIC - MINNESOTA
My Commission Expires Jan. 31, 2420
29
181815v6
OTT ff!
Cliffo
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this �'11' day of
2015 by Clifford L. Offen, a single person.
RACHEL DODGE
N0TARY PUBLI MINNESOTA Notary Public
My GonMnl69ion F.zpire5 fan, 31, 2020
THIS DOCUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
651-452-5000
30
181815v6
EXHIBIT A
Legal Description of Cift Parcel
The East 110.00 feet of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded
plat thereof, Hennepin County, ,Minnesota AND the South half of Pine Ridge Lane, as vacated
per City of Orono Resolution No. 2803, Document No. 2132368, Hennepin County Records.
31
181815v6
I�.1ClI:3flli:3
Legal Description of Often Parcel
That part of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded plat thereof,
Hennepin County, Minnesota lying west of the East 110.00 feet thereof and lying south of Pine
Ridge Lane, as vacated per City of Orono Resolution No. 2803, Document No. 2132368,
Hennepin County Records.
32
181S15v6
EXHIBIT C
Legal Description of Easement Premises
A temporary easement for maintenance and operation of sanitary sewer over, under and across
that part of Lot 2, Block 2, EAST WILLOW WOODS, according to the recorded plat thereof,
Hennepin County, Minnesota described as follows:
The North 174.00 feet of the East 110.00 feet of said Lot 2, EXCEPT the North 160.00
feet and the East 90.00 feet thereof.
33
181815v6
EXHIBIT D
Attach Depiction of Easement Premises
J
Jf'
P&MEK DESCAIPTIt1N:
� C_�*tp�llry f.K-^.�. ,,n1 for Ina�nIC4ItnCt aRtl tlptra : m a! care t+aY a4vtt- a,U, under 8
.aw +A Vwr of lnt 2, ealock 3. CAST WALOW W OOM F[-7 sllkng M Ow Tvafdsd p141
thd:'tld><tYefaY: ', f •laMY, Ml+tna)otF daltX.bed a fe7owa.
A* aa111 173A0 [eU of tkr East I1CIM MU of Wd':d 2.
f%CCfrT tNa#4A +140A0lettar+d the Fan 9t1.90footewoof.
ik,ngiLtLjeatm"w%w.!..rdmW.6t ftefretlyd,;FUN.
Sad eeSberw t cantaba s area of 28DSq. Ft„ more or 4:4
EASEMENTFa(HIMSANITARYSEWER
OROND MINNESOTAtasTwc
,rnr,rtnn,awa)
oW Wacd)s
BO!—TON 8r N[ENK, INC.
Con"Mrig Enyfnwis k Surto oro
zoaswavW+tNG9uIttb00
tot cl dwORM
i 4Meep.irc. 7A'S,
CNAEra, WNNFlatd Una
'r Faa..ad
y...
(Pert
Gty of (-an0 Re W'41ion Ne.
-803.
N
Cot, melt ti'-- 2f •.r47 ;..",I�
�
`f
I
F,n F45r `e,uw Y470'.'S
I
I
c 10
I
] I
wuarrul�
I
Raa;t e'eeariet:
�� �
FaWie Purposes of Shia o.Twy, Uw Ena-
9ne of WT W',LLOW WOODS Ins an
anuaedbearlogofN00'12't3•W.
1
SURVEYOR'SCFRTIRCAYION
Y -rr-h '7c.-'. feel. I
s
a.2tWn..M' es uu wxva�.,navew ttwl
®�
�
,�
s -arpYsamprl,a�,v�to�rMtlutl ras ��
�
td
� I
p
l
I
J
Jf'
P&MEK DESCAIPTIt1N:
� C_�*tp�llry f.K-^.�. ,,n1 for Ina�nIC4ItnCt aRtl tlptra : m a! care t+aY a4vtt- a,U, under 8
.aw +A Vwr of lnt 2, ealock 3. CAST WALOW W OOM F[-7 sllkng M Ow Tvafdsd p141
thd:'tld><tYefaY: ', f •laMY, Ml+tna)otF daltX.bed a fe7owa.
A* aa111 173A0 [eU of tkr East I1CIM MU of Wd':d 2.
f%CCfrT tNa#4A +140A0lettar+d the Fan 9t1.90footewoof.
ik,ngiLtLjeatm"w%w.!..rdmW.6t ftefretlyd,;FUN.
Sad eeSberw t cantaba s area of 28DSq. Ft„ more or 4:4
34
1818156
EASEMENTFa(HIMSANITARYSEWER
OROND MINNESOTAtasTwc
,rnr,rtnn,awa)
oW Wacd)s
BO!—TON 8r N[ENK, INC.
Con"Mrig Enyfnwis k Surto oro
zoaswavW+tNG9uIttb00
tot cl dwORM
i 4Meep.irc. 7A'S,
CNAEra, WNNFlatd Una
'r Faa..ad
ler NJNaHICl.l4alnid Rat'"Ca
to: V. wcr-
34
1818156