IV.6. Purchase Agreement – Moline Park and Ride; ElverumMarch 15, 2018
Council Report 2018-040
PURCHASE AGREEMENT — MOLINE PARK AND RIDE
Proposed Action
Staff recommends adoption of the following motion: Move to approve Resolution 2018-
028 Authorizina the Acquisition and Sale of Real Propertv, approvinq a Purchase
Aqreement, and reapprovinq and reaffirminq other authorizinq documents related to the
constructed parkinq ramq in the Moline development.
With this motion, the Purchase Agreement will be executed and the closing date set for
the property transfer.
Overview
The Green Line Extension (SW LRT) project has planned for the purchase of a
constructed park and ride facility embedded in the Moline Development. The project
has committed to paying $3.45 million for the facility, purchasing it from the City of
Hopkins.
The total purchase price of the park and ride facility from Doran is $10,496,545 based
on actual cost to build. The City will be reimbursed for $6 million through a Congestion
Mitigation Air Quality (CMAQ) grant from the Federal government. With the purchase of
the park and ride for $3.45 million, the City will have a net contribution of $1,046,545
plus legal/closing costs.
The park and ride will have benefits to the community by bringing additional customers
to the downtown via LRT while not burdening the municipal parking system. It will be
owned and operated by the Metropolitan Council, and there will be a use and
maintenance agreement in place to assure that the facility is well-managed and
maintained. The City Attorney has reviewed and approved this agreement.
Primarv Issues to Consider
The park and ride facility was constructed by Doran Development for the sole purpose
of this transaction. The Purchase Agreement is necessary in order to define the terms
under which the Met Council Green Line Extension project will purchase the facility from
the City of Hopkins. �
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Kersten Elv rum
,
Director of Planning & Development
Financial Impact: $1,046,545 Budgeted: Y/N _N_ Source: Related
Documents (CIP, ERP, etc.): Excess TIF
CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 2018-028
RESOLUTION AUTHORIZING THE ACQUISITION AND SALE OF REAL
PROPERTY, APPROVING A PURCHASE AGREEMENT, AUTHORIZING ALL
NECESSARY ACTIONS FOR SUCH TRANSACTIONS, AND REAPPROVING
AND AFFIRMING OTHER AUTHORIZING DOCUMENTS
WHEREAS, the City Council of the City of Hopkins, Minnesota hereby reauthorizes and
affirms the approval of all documents and necessary actions relative to the Development
Agreement by and between the City of Hopkins and Housing and Redevelopment Authority in
and for the City of Hopkins and Doran 810 Apartments, LLC and Doran 810, LLC
(“Development Agreement”) dated March 4, 2016, and filed for record March 10, 2016, as Doc.
No. T05332355, and any amendments thereto, also including authorizing any and all necessary
actions and accompanying documents required by such Development Agreement; and
WHEREAS, pursuant to a separate Reimbursement and Purchase Option Agreement (the
“Option Agreement”) as set forth in the Development Agreement, the City of Hopkins (the
“City”) is in the process of acquiring certain real property, including but not limited to, a grade-
level parking garage, and associated improvements within the Moline Development, a 241-unit
th
rental housing building located at 100 8 Avenue South (the “Moline”); and
WHEREAS, consistent with the intent of the Development Agreement and the Option
Agreement, the Metropolitan Council (the “Met Council”) desires to purchase from the City
certain portions of the ground floor of the Moline, including but not limited to, a grade-level
parking garage (the “Premises”), as specifically defined in paragraph 1 of the purchase
agreement, in substantially the form as set forth and attached hereto as Exhibit A (the “Purchase
Agreement”), for the purpose of operating public transit facilities; and
WHEREAS, the City desires to fulfill the terms of the Development Agreement, the
Option Agreement, and to sell the Premises to the Met Council for said purpose and pursuant to
the terms and conditions contained in the Purchase Agreement.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
Hopkins, Minnesota that the recitals and the exhibit set forth in and attached to this Resolution are
incorporated into and made a part of this Resolution.
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the
City of Hopkins, Minnesota hereby authorizes, reauthorizes and affirms the approval of all
documents and necessary actions relative to the Development Agreement, and any amendments
thereto, and the Option Agreement, also including any and all accompanying documents required
by such Development Agreement and Option Agreement required for the City’s acquisition of
the Premises.
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NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council of the
City of Hopkins, Minnesota hereby approves the Purchase Agreement, in substantially the form
as set forth in Exhibit A, between the City and the Met Council for the sale of the Premises for
the purchase price of $3,450,000.00, subject to modifications that do not alter the intent and
terms of the Purchase Agreement and that are approved by City staff and the City attorney,
provided that execution of the Purchase Agreement shall be conclusive evidence of approval, and
authorizes the Mayor and City Manager to execute said Purchase Agreement on behalf of the
City and undertake all necessary actions and to execute and deliver all documents necessary to
facilitate and complete the sale of the Premises by the City in accordance with the terms and
conditions set forth in this Resolution.
NOW, THEREFORE, BE IT FINALLY RESOLVED, by the City Council of the City
of Hopkins, Minnesota that the Mayor, City staff, City attorney and City consultants are hereby
authorized and directed to take any and all additional steps and actions necessary or convenient
in order to accomplish the intent of this Resolution.
th
Approved this 20 day of March, 2018, by the City Council of the City of Hopkins, Minnesota.
CITY OF HOPKINS, MINNESOTA
Attest:
Molly Cummings, Mayor
Amy Domeier, City Clerk
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EXHIBIT A
PURCHASE AGREEMENT
\[attached\]
A-1
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PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (“Agreement”) is made this ___ day of ___________,
2018, by and between the CITY OF HOPKINS, a Minnesota municipal corporation (“Seller”)
and METROPOLITAN COUNCIL, a public corporation and political subdivision of the State of
Minnesota (“Buyer”).
RECITALS:
A. Seller is in the process of acquiring pursuant to that certain Reimbursement and
Purchase Option Agreement between and among Seller, as buyer, Doran 810, LLC, as
landowner, and Doran 810 Apartments, LLC as redeveloper (collectively “Doran”) (the “Grade-
Level Garage Purchase Option Agreement”) certain real property and improvements consisting
of portions of the grade level parking garage floor of the Moline (as hereinafter defined),
designated as Tract B of Registered Land Survey No. 1856 as shown on Exhibit A attached
hereto and made a part hereof and subject to the REA (as defined in Paragraph 9(b) below) (the
“Premises” as more fully described herein for purposes of this Agreement and to be referred to in
the future by Buyer as the “Downtown Hopkins Park and Ride at the Moline”), located at 100
TH
8 Avenue South, known as the Moline Development (the “Moline”), Hopkins, Hennepin
County, Minnesota, which consists of 241 market rate rental housing units, a lower level parking
garage parcel and a grade level parking garage level.
B. Buyer desires to purchase certain portions of the ground floor of the Moline,
consisting of a grade level garage together with easements for the use of certain portions of the
grade level parking garage not contained therein (the “Premises”, as defined in Paragraph 1
below).
C. Seller desires to sell and convey the Premises (as defined in Paragraph 1 below) to
Buyer and to grant easements in favor of Buyer for certain portions of the Moline not contained
in the in the Premises, all as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual promises of the
parties hereto, and the mutual benefits to be gained by the performance hereof, the parties hereto
agree as follows:
AGREEMENT:
1. Sale and Purchase. Subject to the terms and conditions herein set forth, Seller
hereby agrees to sell to Buyer and Buyer hereby agrees to purchase the Premises. Together with
the easements set forth in the REA, the Premises are comprised of the following:
(a) a grade level garage comprised of 189 automobile parking stalls;
(b) a building integrated transit shelter;
(c) a driver rest area;
(d) a restroom; and
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(e) a public pedestrian and bicycle lobby consisting of approximately 30
bicycle parking spaces, including but not limited to a bike fix-it station, water bottle
filling station, dog-watering station, bike-part vending machine, seating, and lobby area
For the purposes of this Agreement, the term “Moline” shall mean that portion of the real
property comprising the Moline Development other than the Premises.
2. Purchase Price. Subject to the performance by Seller and Buyer of all of their
respective obligations hereunder, and satisfaction or waiver by Buyer or Seller, as the case may
be, of all conditions precedent set forth in Paragraph 9 hereof, Buyer shall pay Seller the sum of
Three Million Four Hundred Fifty Thousand and no/100ths Dollars ($3,450,000.00) as and for
the Purchase Price of the Premises, shall be payable in electronic payment and be available to
First American Title Insurance Company (the “Closing Agent”) on the Closing Date (as defined
in Paragraph 3 below), subject to adjustments and prorations, if any, as provided herein.
3. Closing Date; Prorations; Other Costs Payable at Closing.
(a) Closing Date. The closing (the “Closing”) of this purchase and sale shall
take place at the office of the Closing Agent or such other location to which the parties
agree in writing on March 27, 2018 or such other date to which the parties agree in
writing. Said date (as the same may be changed from time to time pursuant to this
Agreement) is referred to herein as the “Closing Date.” It is understood and agreed that
effective as of the date of this Agreement, Seller intends to purchase the Premises from
Doran pursuant to the Grade-Level Garage Purchase Option Agreement.
(b) Prorations. Each party shall pay its share of the Closing costs which are
customarily paid by a Seller or Buyer in a transaction of this character in the county
where the Premises is located, except as follows or as otherwise agreed, in writing:
(i) Seller shall pay the following Closing costs: (i) Seller’s attorneys’
fees and costs; (ii) state deed tax and recording costs for the limited warranty deed
and the REA; (iii) taxes and assessments as provided in Section 6 of this
Agreement; and (iv) one-half (1/2) of Closing costs and search and examination
fee for the issuance of a title commitment;
(ii) Buyer shall pay the following Closing costs: (i) Buyer’s attorneys’
fees and costs; (ii) the costs and expenses of Buyer’s audits and inspections of the
Premises and matters pertaining thereto; (iii) the premium for the owner’s policy
of title insurance, if Buyer elects to purchase the same; (iv) one-half (1/2) of the
Closing costs and title commitment; and (v) taxes and assessments as provided in
Section 6 of this Agreement.
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4. Documents to be Delivered At Closing.
(a) If Buyer shall have performed all of its obligations hereunder to the
Closing Date, Seller shall, on the Closing Date, execute, where necessary, and deliver to
Buyer the following:
(i) A limited warranty deed from Seller conveying all of the Premises
to Buyer subject only to the Permitted Exceptions (as defined in Paragraph 5
below);
(ii) An assignment to Buyer of Seller’s one (1) year construction
warranty received from Doran pursuant to and specifically set forth in Paragraph
4(a)(ii) of the Grade-Level Garage Purchase Option Agreement (the
“Construction Warranty”).
(iii) An assignment to Buyer of Seller’s rights of indemnification rights
received from Doran 810 Apartments, LLC pursuant to and set forth in Article
VIII, Sections 8.2 and 8.3 of that certain Development Agreement By and
Between City of Hopkins and Housing and Redevelopment Authority In and For
the City of Hopkins and Doran 810 Apartments, LLC and Doran 810, LLC, dated
March 4, 2016 and recorded March 10, 2016 filed with the Hennepin County
Registrar of Titles as Document No. T05332355 as amended by First Amendment
to Development Agreement, dated February 2, 2017 (collectively the
“Development Agreement”) (the “Indemnification Rights”).
(iv) An affidavit indicating that to Seller’s actual knowledge, on the
Closing Date there are no outstanding, unsatisfied judgments, tax liens or
bankruptcies against or involving the Seller and that there has been no skill, labor
or material furnished to the Premises at the request of Seller or any other person
for which payment has not been made;
(v) A copy of a resolution of Seller evidencing the power and
authority of Seller to convey the Premises;
(vi) All other documents to be executed by Seller affecting title to
and/or possession of the Premises and necessary or convenient to transfer the
same to Buyer under Minnesota law or practice; and
(vii) A certificate stating that Seller is not a foreign person, foreign
corporation, foreign partnership, foreign trust or foreign estate (as those terms are
defined in the United States Internal Revenue Code and Income Tax Regulations
promulgated thereunder), as required by such code and regulations.
(b) If Seller shall have performed all of its obligations hereunder to the
Closing Date, Buyer shall, on the Closing Date, execute, where necessary, and deliver to
Seller the following:
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(i) The Purchase Price; and
(ii) All other documents to be executed by Buyer affecting title to
and/or possession of the Premises and necessary or convenient to transfer the
same to Buyer under Minnesota law or practice.
5. Title and Survey. The parties acknowledge and agree that Buyer has taken such
steps and obtained such documentation as it deems necessary with respect to the status of title to
the Premises, including, without limitation, a commitment for title insurance and the RLS.
Buyer further acknowledges and agrees that Seller has made no representations or warranties as
to the status of title and that Buyer is proceeding solely on the basis of its own investigation of
the status of title (including the RLS). Buyer finally acknowledges and agrees that the status of
title is satisfactory to it.
5a. Seller’s Representations and Warranties. Seller represents and warrants to Buyer
as follows:
5a.1 Existence; Authority. Seller has the requisite power and authority to enter
into and perform this Agreement and execute Seller’s Closing documents; such documents have
been (or at the time of execution will be) duly authorized by all necessary action; such
documents are, and upon execution and delivery will be, valid and biding obligations of Seller;
no consents or approvals are required for Seller’s execution, delivery and performance of this
Agreement and Seller’s Closing documents, other than consents and approvals obtained on or
before the date hereof.
5a.2 Leases; Possessory Interests. Except as permitted pursuant to the REA,
there are no leases, occupancy agreements, licenses or other possessory rights of others regarding
all or any portion of the Premises.
5a.3 FIRPTA. Seller is not a “foreign person”, “foreign partnership”, “foreign
trust” or “foreign estate”, as those terms are defined in Section 1445 of the Internal Revenue
Code.
5a.4 Proceedings. To Seller’s knowledge, there is no action, litigation,
investigation, condemnation or proceeding of any kind pending or threatened against Seller or
any portion of the Premises.
5a.5 Wells. Seller does not know of any “Wells” on the Premises within the
meaning of Minn. Stat. § 103I. This representation is intended to satisfy the requirements of that
statute.
5a.6 Individual Sewage Treatment Systems. Seller does not know of any
“Subsurface Sewage Treatment Systems” on the Premises within the meaning of Minn. Stat. §
115.55. This representation is intended to satisfy the requirements of that statute.
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5a.7 Methamphetamines. Seller is not aware of any methamphetamine
production on the Premises within the meaning of Minn. Stat. § 152.075. This representation is
intended to satisfy the requirements of that statute.
5a.8 No Conflict or Lien. Neither the execution or delivery of this Agreement
nor the consummation of the transaction as contemplated herein will conflict with or result in a
breach of any contract, license, or undertaking to which Seller is a party or by which any of the
Premises is bound, or constitute a default thereunder, or result in the creation of any lien or
encumbrance upon the Premises.
5a.9 Environmental. To the best of Seller’s knowledge, there is no basis for
Seller to record with the County Recorder or Registrar or Titles an affidavit described in
Minnesota Statutes § 115B.16, subd. 2 indicating that there is “extensive contamination” on the
Property. To the best of Seller’s knowledge, during Seller’s ownership of the Property, the
Property has been and is complying in all-material respects with applicable environmental laws.
To the best of Seller's knowledge, there is and has been no civil or criminal litigation, written
notice of violation, order, demand, allegation, citation, directive, summons, penalty, fine or
liability arising under any environmental law during the period of time that Seller has owned the
Property, and the Property has not been the subject of any administrative proceeding,
investigation or information request relating to any environmental law or environmental matter.
Seller has not used, handled, generated, produced, manufactured, treated, stored, disposed of,
recycles or transported any hazardous substances on, under, above, to or from the Property, in
violation of any environmental law. To the best of Seller’s knowledge there has been no release
or threatened release of any hazardous substances on, in, at, under or from the Property and there
are no asbestos-containing materials or PCBs located on the Property and no such materials have
been removed or abated. To the best of Seller's knowledge, there are no liens or assessments
relating to any environmental matter against the Property, except as otherwise disclosed to buyer
in writing.
5b. Buyer’s Representations and Warranties. Buyer represents and warrants to Seller
that Buyer has the requisite power and authority to enter into and perform this Agreement and
execute Buyer’s Closing documents; such documents have been (or at the time of execution will
be) duly authorized by all necessary action; such documents are, or upon execution and delivery
will be, valid and biding obligations of Buyer, and are, or upon execution and delivery will be,
enforceable in accordance with their terms.
The provisions of this Section 5 shall survive the Closing.
6. Taxes. As between Seller and Buyer, Seller shall pay real estate taxes, including
any penalties or interest, and installments of special assessments, including, without limitation,
any unpaid deferred assessments and similar governmental charges for the installation of roads,
utilities and other public improvements) (all of such real estate taxes and special assessments are
hereinafter, collectively, “Taxes”) due and payable in 2017 and previous years. The parties shall
prorate Taxes payable in 2018 as of the Closing Date, and Buyer shall pay Taxes payable in 2019
and thereafter. It is understood and agreed that Buyer, as a public corporation and political
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subdivision of the State of Minnesota intends to seek tax-exempt status for the Premises
subsequent to Closing. The provisions of this Section 6 shall survive the Closing.
7. Operation Prior to Closing. To the extent within the control of Seller pursuant to
the Grade-Level Garage Purchase Option Agreement, the Premises and all fixtures thereon shall
be in the same condition on the Closing Date as they are on at the date hereof, reasonable and
ordinary wear and tear of normal use excepted, and, to the extent Seller performs the same
pursuant to the Grade-Level Garage Purchase Option Agreement, all normal maintenance and
repair shall be performed with respect thereto between the date hereof and the Closing Date.
8. Damage, Destruction and Eminent Domain. Intentionally omitted.
9. Conditions Precedent.
(a) The parties acknowledge and agree that Buyer has had the opportunity to
come onto the Premises to conduct such investigations of the same as it has deemed
appropriate and has determined that the condition of the Premises is satisfactory to it and
that the Premises are suitable for Buyer’s intended use.
(b) It is understood and agreed that, in order for Buyer to purchase and
operate the Premises as a parking garage, integrated transit shelter, driver rest area and
restroom, and public pedestrian and bicycle lobby, the following must occur:
(i) Buyer must approve the final construction of the “Grade Level
Garage” and the “Pedestrian and Bicycle Lobby” as those terms are defined in
Grade-Level Garage Purchase Option Agreement;
(ii) Buyer must approve the terms and conditions of the post-closing
operation of the Moline as it relates to and affects the “Grade Level Garage
Parcel” as that term is defined in the Reciprocal Maintenance, Use and Easement
Agreement (the “REA”), including signage rights;
(iii) Seller has received from Doran and assigned to Buyer the
Construction Warranty;
(iv) Seller has assigned its Indemnification Rights under the
Development Agreement to Buyer.
(v) Buyer accepts title to the Premises.
10. Default; Remedies.
(a) Buyer Default. If Buyer fails to consummate this Agreement for any
reason whatsoever other than Seller’s default, Seller may, as Seller’s sole remedy, by
written notice to Buyer, terminate this Agreement. Upon such notice, this Agreement
shall be deemed terminated, and neither Buyer nor Seller shall have any further
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obligations under this Agreement, except as to those obligations provided for herein
which are expressly stated to survive termination of this Agreement.
(b) Seller’s Default. If Seller fails to consummate this Agreement for any
reason whatsoever, other than Buyer’s default, Buyer shall, as Buyer’s sole remedy,
select any one, but not more than one, of the following: (i) terminate this Agreement by
written notice to Seller, and except as provided below in this Section 10(b), neither Seller
nor Buyer shall have any further obligations under this Agreement, except those matters
expressly stated to survive termination of this Agreement; (ii) purchase the Premises
notwithstanding such default, pursuant to the remaining terms of this Agreement thereby
waiving any claim for default or any claim for reimbursement to Buyer; or (iii) enforce
specific performance of Seller’s obligations under this Agreement; provided however,
that any action for specific performance shall be commenced within one hundred eighty
(180) days after Seller’s failure to perform or such action shall be barred.
(c) No Damages; Attorneys’ Fees. Except as may be expressly provided to
the contrary in this Agreement, each party waives its rights to seek damages of any kind
or nature, including, without limitation, consequential, indirect or special damages, in the
event of the other’s default hereunder.
11. Miscellaneous.
(a) Notices. All notices, requests, demands, elections, offers, acceptances and
other communications required or desired to be delivered hereunder shall be in writing
and shall be deemed given, effective and received (whether refused or received) on the
date (the “Effective Date of Notice”) which is (i) the date of personal delivery; (ii) three
(3) business days after deposit in the United States mail, postage prepaid, certified or
registered mail, return receipt requested; (iii) one (1) business day after deposit with a
national overnight air courier, fees prepaid; or (iv) the date of transmission via facsimile
machine confirmed by the sender’s facsimile transmission machine, or electronic mail
sent to the intended addressee at the address set forth below, provided that a copy of the
facsimile or electronic mail also is sent to the intended addressee by one of the means
described in clauses (i) or (iii) above; provided however, that if the notice is sent via
electronic mail and the addressee responds via electronic mail, such response shall be
deemed to constitute receipt by the addressee, in which case it shall not be necessary to
send an original of the electronic mail communication as provided above. All of the
communications describe in this subparagraph 11(a) shall be addressed to the appropriate
party at its address listed below:
If to Seller: City of Hopkins
Attn: Director of Economic Development & Planning
st
1010 1 Street South
Hopkins, MN 55434
Telephone: (952) 548-6340
Email: kelverum@hopkinsmn.com
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With a copy to: Scott J. Riggs
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
Telephone: (612) 337-9260
Email: sriggs@kennedy-graven.com
If to Buyer: Gayle Gartner, Principle Programs Administrator
Metro Transit – Engineering and Facilities
Heywood Office Building
560 N 6th Ave
Minneapolis, MN 55411
Telephone: (612) 349-7426
Email: Gayle.Gartner@metrotransit.org
With a copy to: Ryan Kronzer
Assistant Director of Design and Engineering
Southwest Light Rail Transit Project
Southwest Project Office
6465 Wayzata Boulevard #500
St. Louis Park, MN 55426
Telephone: (612) 373-3826
Email: Ryan.Kronzer@metrotransit.org
And: Metropolitan Council/Office of General Counsel
Attention: Darcy Erickson
390 Robert St. N.
St. Paul, MN 55101
Telephone: (651) 602-1108
Facsimile: (651) 602-1640
Email: darcy.erickson@metc.state.mn.us
And: Metropolitan Council
Real Estate Office
Attention: Ia Xiong
390 Robert St. N.
St. Paul, MN 55101
Telephone: (651) 602-1556
Email: ia.xiong@metc.state.mn.us
Any notice party may designate an additional or another address upon giving notice to the
other party pursuant to this paragraph. For the purposes of this Agreement, “business
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day” shall mean a day which is not a Saturday, a Sunday or a legal holiday of the State of
Minnesota. Attorneys for either party may give notices on behalf of such parties;
(b) Interpretation. This Agreement constitutes the entire understanding
between the parties. It may be amended or modified only in a writing signed by Seller
and Buyer. The paragraph headings are for convenience only and shall not enter into the
interpretation hereof;
(c) Waivers. Neither the extension of time or payment of any sum of money
to be paid hereunder nor any waiver by either party of its right, if any, to declare this
Agreement forfeited by reasons of any breach hereof, shall in any manner affect the right
of such party to exercise its rights under this Agreement because of a subsequent default;
(d) Additional Documents. After the Closing, each of the parties, without
further consideration, agrees to execute such additional documents as may reasonably be
necessary to carry out the purposes and intent of this Agreement and to fulfill the
obligations of the respective parties hereunder;
(e) Commissions. Seller hereby warrants to Buyer and Buyer hereby warrants
to Seller that no broker, agent or finder has been retained by either party. Each party
hereby indemnifies and agrees to hold harmless the other from and against all losses,
damages, costs, expenses (including reasonable fees and expenses of attorneys), causes of
action, suits or judgments of any nature arising out of any claim, demand or liability to or
asserted by any broker, agent or finder, other than herein specified, claiming to have
acted on behalf of the indemnifying party in connection with this transaction;
(f) Parties. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
(g) Assignment. This Agreement may not be assigned or transferred by Buyer
to any person or entity without Seller’s prior written consent. In the event of a transfer
made without Seller’s prior written consent, this Agreement shall be null and void, at
Seller’s option, and Seller shall have no obligation to deal with any such transferee or
assignee. Such transfer shall constitute a breach of Buyer’s obligations hereunder and
shall entitle Seller to exercise all rights and remedies available to it under this Agreement,
at law or in equity;
(h) Time. Time shall be of the essence as to this Agreement and each and
every provision hereof.
(i) Construction. The parties agree that counsel for both parties have
reviewed this Agreement. Accordingly, neither party shall be deemed to have drafted
this Agreement and, by reason of the drafting hereof, shall not be construed against either
party in the event of a dispute. This Agreement shall be governed in accordance with the
laws of the State of Minnesota;
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(j) Merger. All representations, warranties, covenants and agreements of the
parties, contained in this Agreement shall terminate upon delivery to Buyer of the limited
warranty deed.
(k) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which shall
constitute one and the same instrument; and
(l) Non-Waiver of Immunities. Nothing in this Agreement shall be construed
to waive the immunities or liability limits provided to Buyer under Minnesota Statutes,
chapter 466.
(m) Prior Agreements. This Purchase Agreements supersedes, replaces and
renders null and void any prior oral or written agreements concerning the real property
conveyance provided for in this Agreement, including but not limited to the executed
Letter of Intent, dated between the Buyer and Seller, dated December 20, 2016.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
SELLER: BUYER:
CITY OF HOPKINS, METROPOLITAN COUNCIL,
a Minnesota municipal corporation a public corporation and political
subdivision of the State of Minnesota
By: _______________________ By: _______________________
Name: Molly Cummings Wes Kooistra
Its Mayor Its Regional Administrator
By: ______________________
Name: Michael Mornson
Its City Manager
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