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V.2. Approve Purchase Agreement for the Albert Pike's Lodge January 14, 2015 Council Report 2015-007 PURCHASE AGREEMENT – ALBERT PIKE LODGE Proposed Action Staff recommends approval of the following motion: Approve the Purchase Agreement for the Albert Pike Masonic Lodge. With this motion the Purchase Agreement will be executed and a closing date established. Overview The Albert Pike Lodge, a fraternal association dedicated to making good men better, will be disbanding as an organization due to dwindling membership. The local leaders of the Albert Pike Lodge have offered the property to the City of Hopkins for a purchase price of $140,000. The building was recently appraised at $685,000. The terms of the sale are reasonable, and the intent of the City is to preserve the building and use it to further the mission of the City’s Historical Society by making the rich history of Hopkins more accessible to the public. The proposed source of funds for the purchase and legal work is a combination of the balance of the Real Estate Purchases and Sales fund ($125,000) and CIP fund ($25,000). Primary Issues to Consider  What are the terms of the Purchase Agreement? Supporting Information  Purchase Agreement – Albert Pike Lodge ____________________________ Kersten Elverum Director of Planning & Development Financial Impact: $150,000 Budgeted: Y/N _N___ Source: Real Estate Purchase & Sales fund ($125,000) CIP fund $25,000 Related Documents (CIP, ERP, etc.): _______________________________________ Council Report 2015-007 Purchase Agreement Page 2 Analysis of the Issues  What are the terms of the Purchase Agreement? The following are the major terms of the proposed Purchase Agreement:  Purchase price of $140,000  Earnest money in the amount of $8,000  Property is being purchased “as is”  Special conditions include leaving the plaque visible, incorporating a display on the APL if the Historical Society does move into the building, and agreeing not to demolish the building for at least 10 years  Property taxes will be prorated to closing date  Special Assessments will be the responsibility of the City of Hopkins  Seller waives relocation benefits  Closing date no later than May 1, 2015, unless a later date is mutually agreed upon Alternatives The City Council has the following alternatives regarding this issue:  Approve the Purchase Agreement as proposed  Amend the Purchase Agreement  Elect not to execute the agreement PURCHASE AGREEMENT THIS AGREEMENT, made the Effective Date (defined below), by and between the CITY OF HOPKINS, a Minnesota municipal corporation (hereinafter “BUYER”), and ALBERT PIKE LODGE, a ____________________ (hereinafter “SELLER”), RECITALS: WHEREAS, SELLER is the fee owner of certain real property within the City of Hopkins, Exhibit A County of Hennepin, State of Minnesota legally described in attached (hereinafter “Property”). NOW, THEREFORE, in consideration of the mutual covenants, duties and obligations contained herein the parties agree as follows: RECITALS: 1. The foregoing Recitals are a material part of this Agreement and are incorporated herein. OFFER/ACCEPTANCE: 2. BUYER offers to purchase from SELLER and SELLER agrees to convey to BUYER the Property, subject to the terms and conditions herein. The contemplated conveyance herein shall include the Property and all leases, rights, privileges, easements, improvements and fixtures all relating to the Property. The purchase shall also include personal property on the Property that will be determined by mutual agreement of the BUYER and SELLER at the time of Closing (hereinafter “Personal Property”). PURCHASE PRICE AND MANNER OF PAYMENT: 3. The price for the Property and Personal Property shall be One Hundred Forty Thousand and No/100 Dollars ($140,000.00) (the “Purchase Price”). BUYER shall pay the Purchase Price as follows: a.Earnest money of Eight Thousand and No/100 Dollars ($8,000.00) by cash, check or wire (the “Earnest Money”) deposited with Land Title, 2200 W. County Road C, #2205, Roseville MN 55113, Tel: 651-638- 1900 (the “Title Company”). Said Earnest Money shall be a credit towards and reduce the Purchase Price upon the occurrence of the Closing or shall be utilized subject to the terms of this Agreement. b.The Purchase Price, after application of credit for Earnest Money in the amount of One Hundred Thirty-Two Thousand and No/100 Dollars ($132,000.00), shall be paid at Closing by BUYER in cash or certifiable and immediately available funds. 1 DEED/MARKETABLE TITLE/BILL OF SALE: 4. Subject to performance by BUYER, SELLER agrees to execute and deliver at the time of the Closing a warranty deed conveying marketable title to said Property subject only to: (1) taxes not yet due and payable and general and special assessments and any similar taxes or charges imposed in respect of the Property; (2) those matters that may be approved (or deemed approved) by BUYER pursuant to Section 10.c.; (3) title exception to which BUYER does not object to pursuant to Section 10; and (4) local, state and federal laws, ordinances, rules and regulations, including, but not limited to, zoning ordinances (hereinafter “Permitted Exceptions”). In addition, the parties agree to execute all other documents reasonably necessary to transfer the Property to BUYER free and clear of all encumbrances, except those encumbrances stated above. Lastly, at Closing SELLER shall execute a Bill of Sale for the Personal Property. POSSESSION: 5. SELLER agrees to deliver possession of the Property to BUYER at the time of Closing. SPECIAL CONDITIONS OF CONVEYANCE: 6. a.The plaque that is currently above the entrance door will remain in place or be placed in a prominent and visible location. b.If the Property is to be used by the Hopkins Historical Society that a permanent display area be provided for the history of the Albert Pike Lodge. c.That the building on the Property is not demolished for a period that shall terminate the earlier of: (i) ten (10) years from the actual Closing Date; (ii) in the event the building on the Property is damaged by fire or other peril to the extent of greater than 50 percent of the market value of the building; or (iii) it is determined by the City of Hopkins that the building on the property is uninhabitable. In the event the BUYER determines to demolish the building under conditions (ii) and (iii) above, the BUYER shall serve notice on SELLER pursuant to Section 22.b. of this Agreement, whereupon SELLER shall have 10 days to deliver notice of contest. AUTHORITY. 7. SELLER warrants and guarantees that it is the fee owner of the Property and has the full authority to enter into this Agreement conveying the Property. RELOCATION BENEFITS: 8.SELLER knows and understands that certain relocation benefits may be available from the BUYER, and SELLER cannot be required to convey real property to BUYER unless given the relocation assistance required by the Uniform Relocation Assistance and Real Property Acquisition Policies Act U.S.C. §4621, et seq., if any, and SELLER waives its right to otherwise have the Property appraised, and furthermore releases BUYER from all claims for relocation benefits pursuant to Minn. Stat. §117.50, et seq., and U.S.C. §4621, et seq.SELLER hereby represents and acknowledges that the above waiver is voluntary, has not been solicited by the BUYER, is being done at the 2 request of SELLER and has not been made under the threat of condemnation. SELLER agrees to execute a waiver of relocation benefits declaration at Closing in a form which meets the requirements of Minn. Stat. §117.521(b). TAXES AND ASSESSMENTS: 9. Real estate taxes due and payable in and for the year of Closing shall be prorated between SELLER and BUYER on a calendar year basis to the actual Closing Date. BUYER shall pay the real estate taxes due and payable in the year following the year of Closing and thereafter. BUYER shall be responsible for and pay all installments of special assessments levied and pending, on or before the Closing Date, against the Property and, as of the date of this Agreement, SELLER represents that SELLER has not received a Notice of Hearing of a new public improvement project from any governmental assessing authority, the costs of which project may be assessed against the Property. BUYER shall pay all special assessments pending and levied, after the Closing Date, against the Property. SELLER makes no representation or warranty whatsoever concerning the amount of real estate taxes or assessments which shall be assessed or levied against the Property subsequent to the date of this Agreement. REVIEW PERIOD: 10. a.BUYER will have ninety (90) days from the from the Effective Date (“Review Period”) to perform, at its sole cost, title inspections and other due diligence, and to decide, in BUYER’s sole discretion, whether the Property is satisfactory. SELLER shall, during the pendency of this Agreement, make available to BUYER, in SELLER’s offices such documents relating to the Property as BUYER may reasonably request during the pendency of this Agreement to the extent such documentation is in the possession or control of SELLER and personnel affiliated with SELLER (as identified by SELLER following BUYER’s request, which said personnel are familiar with the Property). b.During the pendency of the Agreement, SELLER, upon forty-eight (48) hours advance notice, will provide BUYER or its designated representatives, at reasonable times, access to the Property and other due diligence materials to conduct, at BUYER’s sole cost and expense, its review with respect to the Property and the improvements thereon; provided, however, that BUYER (i) will indemnify, defend and hold SELLER harmless from and against all costs, expenses, losses, claims, damages and/or liabilities arising from BUYER’s or any of its agents’, contractors’ or representatives’ negligence or misconduct in connection with the inspection of the Property; (ii) will promptly repair any damage resulting from any such inspections and restore the Property to its condition prior to such inspections; and (iii) will not permit any inspections, investigations or other due diligence activities to result in any liens being filed against the Property and will, at its sole cost and expense, promptly discharge of 3 record any such liens that are so filed or recorded. BUYER's liabilities under this Section survive the Closing or earlier termination of this Agreement. If after BUYER’s review, if BUYER determines not to proceed with Closing then BUYER shall send notice to SELLER during the Review Period. If BUYER provides said notice, then this Agreement will be terminated without any obligations surviving hereunder, except those expressly stated to survive early termination and any Earnest Money shall be retained by the SELLER. , c.BUYER, at the cost and expense of theSELLER will promptly order a title insurance commitment (“Title Commitment”) to be issued by the Title Company and delivered to Purchaser. Purchaser, at its cost, may obtain a survey of the Property (“Survey”).No later than twenty (20) Business Days following Purchaser’s receipt of the Title Commitment and Survey (“Title Review Period”), Purchaser will deliver to Seller, in writing, any objections to the Title Commitment or Survey (“Objections”). Prior to Closing, Purchaser may, at its own cost and expense, obtain an update of the Title Commitment (“Title Update”). If the Title Update discloses a title matter that was not disclosed in the Title Commitment, Purchaser may deliver to Seller, within (10) Business Days following Purchaser’s receipt of the Title Update (“Title Update Review Period”) a written statement of Objections to any matter first disclosed on the Title Update accompanied by a copy of the Title Update, provided that Purchaser will not have the right to object to any matters that are Permitted Exceptions. Should Purchaser fail to timely notify Seller of any Objections to title to the Property which are contained in the Title Commitment, the Survey, in any Title Update, Purchaser will be deemed to have waived such Objections and such Objections shall be deemed Permitted Exceptions. The Title Review Period and Title Update Review Period are separate and distinct periods from the Review Period. d.If Purchaser notifies Seller within the Title Review Period or the Title Update Review Period, as applicable, of Objections, then within ten (10) Business Days after Seller’s receipt of Purchaser’s Objections (“Seller’s Title Response Period”), Seller will notify Purchaser in writing (“Seller’s Title Response Notice”) of the Objections which Seller agrees to satisfy on or prior to the Closing, at Seller’s sole cost and expense, and of the Objections that Seller cannot or will not satisfy. Notwithstanding the foregoing sentence and with the exception of those expenses being assumed as part of the Purchase Price, Seller will, in any event, be obligated to cure those Objections (i) that are Liensagainst the Property or (ii) are other e ncumbrances that have been voluntarily placed against the Property by Seller after the Effective Date and that will not otherwise be satisfied on or before the Closing ((i) and (ii) collectively, the “Required Removal Items”). If Seller will not cure the Objections to Purchaser’s satisfaction, Purchaser has ten(10) Business Days following receipt of the Seller’s Title Response Notice to either (i) terminate this Agreement by giving written notice of termination to Seller, whereupon Purchaser 4 , will be entitled to a return of the Earnest Money this Agreement will be terminated without any obligations surviving hereunder, except those expressly stated to survive early termination or (ii) elect to close, in which case Purchaser will be deemed to have waived such Objections and such Objections will become “Permitted Exceptions”. Property “AS-IS”. e. No Side Agreements or Representations. i. BUYER acknowledges that except as specifically provided in this Agreement, no person has made any representation, agreement, statement, warranty, guarantee or promise regarding the Property or the transaction contemplated herein or the zoning, construction, physical condition or other status of the Property except as may be expressly set forth in a writing signed by the parties. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of SELLER which is not contained in this Agreement or in another writing executed by the parties will be valid or binding on SELLER. AS-IS CONDITION. ii. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (I) VALUE; (II) THE INCOME TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT; (IV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (V) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (VI) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (VII) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, 5 INCORPORATED INTO THE PROPERTY; (IX) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U. S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C. F. R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (X) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; (XI) THE CONTENT, COMPLETENESS OR ACCURACY OF THE DUE DILIGENCE MATERIALS OR PRELIMINARY REPORT REGARDING TITLE; (XII) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER; (XIII) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (XIV) DEFICIENCY OF ANY UNDERSHORING; (XV) DEFICIENCY OF ANY DRAINAGE; (XVI) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY; OR (XVII) WITH RESPECT TO ANY OTHER MATTER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING IT, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS 6 TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. BUYER AGREES TO FULLY AND IRREVOCABLY RELEASE ALL SUCH SOURCES OF INFORMATION AND PREPARERS OF INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTY WHICH WERE RETAINED BY SELLER FROM ANY AND ALL CLAIMS THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SUCH SOURCES AND PREPARERS OF INFORMATION FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM SUCH INFORMATION OR DOCUMENTATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AND AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BE EXPRESSLY STATED HEREIN. BUYER REPRESENTS, WARRANTS AND COVENANTS TO SELLER THAT, EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT, BUYER IS RELYING SOLELY UPON BUYER’S OWN INVESTIGATIONS. DEFAULT: 11. If SELLER breaches any of its obligations under this Agreement prior to Closing, BUYER at its sole discretion following fifteen (15) days written notice to SELLER may: (i) terminate this Agreement at which time the Earnest Money will be refunded; or ( ii) commence an action for specific enforcement of the terms of this Agreement within one hundred eighty (180) days of the notice of default. If BUYER breaches any of its obligations under this Agreement prior to Closing, SELLER may, following fifteen (15) days written noticeif BUYER has not cured such breach within such fifteen (15) day period, terminate this Agreement and retain the Earnest Money, as SELLER’s sole remedy. SELLER and BUYER acknowledge that the amount of damages in the event of BUYER's default hereunder would be difficult or impossible to ascertain, but that the amount of the Earnest Money is a fair estimate of such damages. Notwithstanding the foregoing, with regard to any default by a party of any obligation that explicitly survives Closing, SELLER and BUYER will have the right to specifically enforce the subject terms and provisions of this Agreement and/or recover any damages to which it may be entitled at law (including, without limitation, attorneys’ fees and 7 the reasonable costs of investigation, but excluding consequential or loss profit damages) and/or pursue any other remedy available at law or equity. CITY COUNCIL APPROVAL: 12. This Agreement is contingent upon the approval of the City Council of the City of Hopkins. If the City Council does not approve this Agreement, SELLER or BUYER may cancel the Agreement and SELLER shall immediately refund to BUYER any earnest money paid herein. DISCLOSURES: 13. SELLER certifies that SELLER does not know of any wells on the Property; provided, however, if the Property does contain wells, the cost of sealing any wells required to be capped or sealed under Minnesota law shall be borne by SELLER. If the well is not sealed by the Closing Date, SELLER shall escrow a sum equal to two times the bid price form a licensed well sealing contractor to complete the sealing process. If the Property has a septic system, SELLER agrees to provide BUYER with water quality test results and/or septic system certification as required state law or local ordinance. Such test and/or certification must be provided at or before closing. ENVIRONMENTAL WARRANTY 14.: To the best of its knowledge, SELLER warrants and guarantees that (x) no part of the Property violates any Environmental Laws (as defined below); or (y) no Hazardous Substances (as defined below) have been stored or generated at, released or discharged from or are present upon the Property, except in the ordinary course of business and in accordance with all Environmental Laws. As used herein, “Hazardous Substances” means all hazardous or toxic materials, substances, pollutants, contaminants, or wastes currently identified as a hazardous substance or waste in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “CERCLA”), as amended, the Superfund Amendments and Reauthorization Act (commonly known as “SARA”), the Resource Conservation and Recovery Act (commonly known as “RCRA”), or any other federal, state or local legislation or ordinances applicable to the Property. As used herein, the term “Environmental Laws” shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental authority and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Property, or any portion thereof, the use, ownership, occupancy or operation of the Property, or any portion thereof, or any Seller of the Property, and as same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including but not limited to CERCLA, the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research 8 Act (42 U.S.C. § 7401 note, et seq.), SARA, comparable state and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the aforementioned laws. The parties agree that this environmental warranty is based on the best of the SELLER’s knowledge and does not obligate the SELLER to remedy any discovered situation beyond the SELLER’s knowledge. OTHER GENERAL AND SPECIAL WARRANTIES: 15. a.Mechanic's Liens: SELLER warrants that, prior to the closing date, SELLER has made any and all payments in full for all labor, materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the closing date in connection with construction, alteration or repair of any structure on or improvement (including, but not limited to grading and landscaping) to the Property, if any. b.Buildings: SELLER warrants that buildings, if any, are entirely within the boundary lines of the Property. c.Notices: SELLER warrants that SELLER has not received any notice from any governmental authority as to violation of any law, ordinance, or regulation. If the Property is subject to restrictive covenants, SELLER warrants that SELLER has not received any notice from any person or authority as to a breach of the covenants. Any notices received by SELLER shall be provided to BUYER immediately. d.Seller's Affidavit: SELLER warrants that it will execute and deliver the customary Affidavit Regarding Seller at closing. e.Restrictive Covenants Notice Of Breach: If the Property is subject to restrictive covenants, SELLER has not received any notice as to a breach of the covenants. TIME OF ESSENCE: 16. Time is of the essence in this Agreement. CLOSING DATE AND LOCATION: 17. The performance by BUYER and SELLER of their respective obligations under this Agreement and the delivery of the Purchase Price, less reductions and credits, to SELLER by the Title Company, as escrow agent, and delivery of possession of the Property to the BUYER shall constitute the closing of the sale (the “Closing”). The Closing shall occur on or before May 1, 2015 or another date agreed upon in writing by the parties (the “Closing Date”). The delivery of all papers and monies shall be made at the offices of the CITY OF HOPKINS CITY HALL and/or at the offices of the Title Company. If the Closing Date is changed, any and all costs, if prorated in this agreement, shall be adjusted to the new closing date. CLOSING COSTS: 18. SELLER shall pay for the updating and certifying of the abstract 9 of title or registered property abstract, or providing a commitment for title insurance policy. The BUYER shall pay for any title insurance policy. The SELLER shall pay the cost of curing any title defects raised by BUYER in connection with its examination of title to the Property, including but not limited to any mortgage balances and any documentary transfer tax due in connection with this transfer of title. The BUYER shall prepare and record the necessary deeds transferring title to that portion of property being deeded to the BUYER at BUYER’s expense. All closing fees imposed by the closer shall be shared equally between the parties. ATTRONEYS’ FEES/BROKERAGE FEE: 19. BUYER and SELLER shall each pay its own attorneys’ fees in connection with the preparation and negotiation of this Agreement and the Closing, except that a party defaulting under this Agreement shall pay the reasonable attorneys’ fees and court costs incurred by the non-defaulting party to enforce its rights regarding such default. Each party represents and warrants that there are no brokerage, real estate commissions or other similar fees related to this transaction. MISCELLANEOUS TERMS: 20. a.Survival of Representations and Warranties. All of the representations, warranties, covenants and agreements of the parties hereto contained in this Agreement shall survive the Closing, for a period of two (2) years (nevertheless, the representation, warranty, covenant and agreement in Section 6.c. of this Agreement shall survive for the period set forth in said Section 6.c.), and shall not be merged into easements, deeds or any other agreement. b.Notices. Any notices to the parties herein shall be deemed to have been given or delivered if sent addressed to the address first stated above, or to such other address as a party may subsequently request by certified mail, facsimile or hand delivery to the following addresses: If to the BUYER: City of Hopkins st 1010 1 St. S, Hopkins, MN 55343 Facsimile (952) 935-1834 Attn: City Manager If to SELLER: Albert Pike Lodge 907 Main St. Hopkins MN 55343 Facsimile:_____________ c.Additional Documents. BUYER and SELLER agree to cooperate with each other and their representatives regarding any reasonable requests made subsequent to the 10 execution of this Agreement to correct any clerical errors in this Agreement and to provide any and all additional documentation deemed necessary by either party to effectuate the transaction contemplated by this Agreement. d.Entire Agreement.This Agreement and any attached exhibits shall constitute the entire agreement between BUYER and SELLER regarding the transactions contemplated under this Agreement and supersedes any other written or oral agreements between BUYER and SELLER regarding said transactions. This Agreement can only be modified in writing signed by BUYER and SELLER e.Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. f.Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation. g.Effective Date. The effective date of this Agreement shall be the last date on which it is executed by any party to this Agreement (the “Effective Date”). This Agreement shall not become effective until it has been executed by all parties to the Agreement. IN WITNESS WHEREOF, the parties herein have executed this Agreement on the day and year first above written. SELLER: ALBERT PIKE LODGE Date: Date: 11 BUYER: CITY OF HOPKINS By: Mayor Date:_______________________________ And By: City Clerk Date:_______________________________ 12 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY PID: 24-117-22-31-0016 Municipality: HOPKINS Addition Name: WEST MINNEAPOLIS 2ND DIVISION THAT PART OF LOT 11 LYING W OF A LINE RUNNING FROM A PT IN N LINE OF SAID LOT DIS 30 97/100 FT W FROM NE COR THEREOF TH SELY 105 9/100 FT TO A PT DIS 25 88/100 FT W MEAS AT RT ANGLES FROM THE E LINE OF SAID LOT TH CONT SLY TO A PT IN S LINE THEREOF DIS 25 88/100 FT W FROM SE COR THEREOF ALSO THAT PART OF LOT 12 LYING E OF A LINE COM AT A PT IN N LINE OF SAID LOT DIS 20 91/100 FT E FROM NW COR THEREOF TH SLY 105 9/10 FT TO A PT DIS 26 FT E MEAS AT RT ANGLES FROM W LINE OF LOT 12 TH CONT S TO A PT IN S LINE OF SAID LOT DIS 26 FT E FROM SW COR THEREOF *Legal description to be finalized at Closing. 13