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CR 2003-035 Purchase agreement with supervalu . . . '4 ( ", CITY OF ~ HOPKINS i March 13, 2003 Council Report 2003-035 \ Approve Purchase Agreement with SuperValu, Inc. - property required for road right-of-way purposes Proposed Action. Staff recommends adoption of the following motion: Move that Council approve the purchase aqreement between the City of Hopkins and SuperValu. Inc. for the purchase of property necessary for Excelsior Boulevard. Phase II road riqht-of- way purposes. Overview. In order to construct the Excelsior Boulevard, Phase II roadway improvements, it is necessary to acquire property from SuperValu on both the north (north annex site) and south (freezer warehouse site) sides of Excelsior Boulevard. These property parcels are shown in the right of way plat that City Council approved on February 4, 2003. In the first amendment to the North Annex Redevelopment Agreement, SuperValu agreed to convey, at no cost to the city, the necessary north annex property. Also in this amendment, SuperValu agreed to sell the,ir property on the south side of Excelsior Boulevard at a cost of $71 ,500. The proposed purchase agreement was prepared by the City Attorney and conveys the property to the City in accordance with the conditions laid out in the first amendment to the redevelopment agreement. . Primary Issues to Consider. . Is the $71,500 purchase price reason~ble? The purchase price is based on the opinion of the city's contracted licensed appraiser. The appraiser prepared a report that includes land value calculation and a damages estimate. Supportinq information. . Proposed purchase agreement . Right-of-way plat showing SuperValu parcels . ~ort excerpts Steven J. Stadler, Public Works Director Financial Impact: $ 71.500 Budgeted: Y/N l Source: TIF 2-11 fund Related Documents (CIP, ERP, etc.): Notes: " . PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made as of , 2003, between SUPERV ALU, INC., a Delaware Corporation ("Seller") and The City of Hopkins, a municipal corporation under the laws of Minnesota ("Buyer"). RECITALS A. On July 20, 1998, Seller entered into a Redevelopment Agreement ("Redevelopment Agreement") with the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the "Authority") relating to, among other things, the proposed redevelopment of approximately 34.39 acres of real property owned by Seller and define,d in the Redevelopment Agreement as the North Annex Property ("North Annex Property"). B. On , 200_, Seller and the Authority entered into a First Amendment to the Redevelopment Agreement ("First Amendment"). In Section 3 of the First Amendment, Seller agreed to convey certain property to the City as needed for the construction of a new intersection at Milwaukee Street and Hennepin County Road 3 to facilitate the redevelopment of the North Annex Property. Specifically, Section 3 of the First Amendment provides Seller has agreed to convey, at no cost to the City, a portion of the North Annex Property for road right-of- way purposes, which portion is hereinafter defined and referred to as the "North Annex Right-of- Way Parcel." Sect~on 3 of the First Amendment also provides Seller has agreed to sell additional land to the City for road right-of-way purposes located south of Hennepin County Road No.3, which land is hereinafter defined and referred to as the "Additional Right-of-Way Parcel," for a purchase price of $71 ,500.00. Seller and Buyer are entering into this Agreement to document the terms and conditions under which Seller is to convey the North Annex Right-of-Way Parcel and the Additional Right-of-Way Parcel to Buyer in accordance with the Redevelopment Agreement and the First Amendment. In consideration of the above Recitals and of the terms, covenants and conditions of this Agreement, Seller and Buyer agree as follows: 1. Sale of Property and Conveyance of North Annex Rig:ht-of-Way Parcel. The permanent right-of-way parcels and temporary easements to be conveyed to the City are described as follows: (a) Conveyance of North Annex Rig:ht-of-Wav Parcel. Seller agrees to convey to Buyer, at no cost to Buyer, and Buyer agrees to accept such conveyance from Seller, fee title to the North Annex Right-of-Way Parcel. As used in this Agreement the, term "North Annex Right-of-Way Parcel" shall mean the permanent right-of-way area described as Parcels 29A, 29B, 290, 29D, 29E, 29F, 29G, 29H, 34A, 348 and 34C in City of Hopkins Right-of-Way Plat No. 1 ("Plat"), part of which Plat is attached hereto as Exhibit A. (b) Sale of Additional Rig:ht-of-Way Parcel and Temporary Easements. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller,Jhe following: - 1 - .;: (1) Fee title to the Additional Right-of-Way Parcel. As used in this Agreement the term "Additional Right-of-Way Parcel" shall mean the permanent roadway right-of-way area described as Parcels 30A and 30B in the Plat. (2) The temporary construction easements designated in the Plat as temporary easements 29, 29C, 29D, 29F, 30A, 30B, 34A, 34B, 34C and 34D and depicted in the attached Exhibit A ("Easements"). The Additional Right- of- Way Parcel and the Easements are hereinafter collectively referred to as the "Property." The Easements shall terminate upon final completion of the reconstruction of Hennepin County Road 3 and the intersection of Hennepin County Road 3 and Milwaukee Street, but in any event, no later than December 31,2004. 2. . Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $71,500.00, all of which shall be due and payable in cash or by wire transfer on the Closing Date specified in Section 4 of this Agreement. 3. Contine:encies for Buver's Benefit. The obligation of Buyer to close on the transaction described in this Agreement is subject to and contingent upon each of the following contingencies: . (a) Representations and Warranties. The representations and warranties of Seller contained in this Agreement must be true in all material respects on the date of this Agreement and on the Closing Date as if made on the Closing Date, provided Seller may notify Buyer, in writing, of any matters occurring after the date of this Agreement that cause the representations and warranties of Seller not to be true and correct in any material respect as of the Closing Date. (b) Title. Title shall have been found acceptable, or been made acceptable as of the Closing Date, in accordance with the requirements and terms of Section 6 of this Agreement. (c) Performance of Seller's Obli2ations. Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement. - 2 - .0' (d) Inspection and Testin2. Seller shall allow Buyer, and Buyer's engineers, surveyors, consultants and employees, access to the North Annex Right-of-Way Parcel and the' Property without charge and at all reasonable times and upon reasonable notice to Seller for the purpose of Buyer's inspection and testing. Buyer shall pay all costs and expenses of such inspection and testing, and shall indemnify, defend and hold Seller and the North Annex Right-of-Way Parcel and the Property harmless from all costs and liabilities arising out of or relating to the Buyer's activities and the activities of Buyer's employees, agents and contractors. Buyer shall further repair and restore any damage to the North Annex Right-of- Way Parcel and the Property caused by or occurring during Buyer's inspection and testing. Seller has delivered to Buyer, prior to the date of this Agreement, copies of all environmental engineers' or consultants' reports pertaining to the North Annex Right-of-Way Parcel which are in Seller's possession or in the possession of Seller's agents. Within thirty (30) days of the date of this Agreement, Seller shall deliver to Buyer copies of all environmental engineers' or consultants' reports, if any, pertaining to the Property which are in Seller's possession. In addition, Buyer may obtain a Phase I Environmental Assessment of the North Annex Right-of-Way Parcel and the Property prepared by an environmental engineer reasonably acceptable to Buyer. Buyer shall pay the cost of obtaining any environmental assessments to be obtained by Buyer. Buyer shall have determined, on or before the Closing Date, that the results of and matters disclosed by Buyer's inspection and testing of the North Annex Right-of-Way Parcel and the Property; including, but not limited to, geotechnical and environmental assessments tests and inspections of the North Annex Right-of- Way Parcel and the Property are acceptable and satisfactory to Buyer, in Buyer's sole opinion. If any of the above contingencies have not been satisfied on or before the date applicable to such contingency stated above, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to Seller delivered on or before the Closing Date. Upon such termination for any of the reasons stated in this Section 3, this Agreement shall be cancelled and neither party will have any further rights or obligations under this Agreement. Should Buyer fail to give written notice of termination to Seller within the time periods provided above, Buyer shall be deemed to have waived the contingency in question. All the contingencies set forth in this Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer and the Buyer shall have the right to unilaterally waive any contingency by written notice to Seller. 4. Closine:. The closing of the transaction described in this Agreement (the "Closing") shall occur on April 30, 2003 (the Closing Date"). Buyer shall be entitled to advance the Closing Date to a date earlier than April 30, 2003, upon ten (10) days' written notice to Seller. The Closing shall take place at the offices of the Buyer's attorneys or at such other location as shall be mutually agreed to. Seller agrees to deliver possession of the North Annex Right-of-Way Parcel and the Property to Buyer on the Closing Date. A. Seller's Closine: Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"). Seller's Closing Documents shall be duly executed and, where appropriate, be in recordable form. - 3 - :,' (1) Limited Warranty Deed. A Limited Warranty Deed ("Limited Warranty Deed") conveying the North Annex Right-of-Way Parcel and the Additional Right-of- Way Parcel to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances hereinafter defined. (2) Quit Claim Deed. A Quit Claim Deed ("Quit Claim Deed") conveying the Easements to Buyer, free and clear of all encumbrances that may prevent the use of the Easements for their intended purpose. (3) Seller's Affidavit. An Affidavit of Seller in customary form with respect to judgments, bankruptcies, tax liens, mechanics liens, parties in possession, unrecorded interests, encroachment or boundary line questions, and related matters. (4) FIRPT A Affidavit. A non-foreign affidavit, properly executed and containing such information as is required by IRC Section 1445(b)(2) and its regulations. (5) Well Certificate. In the event there are any wells on the North Annex Right-of- Way Parcel or the Additional Right-of-Way Parcel within the meaning of Minn. Stat. 1031, a Well Certificate as required by statute. (6) Other Documents. Such other documents as described in this Agreement or which shall be reasonably determined to be necessary to transfer the North Annex Right-of-Way Parcel and the Property to Buyer in accordance with the ternls of this Agreement or are required to carry out the intent of this Agreement. (7) Possession. Possession of the North Annex Right-of-Way Parcel and the Additional Right-of-Way Parcel free of possession by others, except as may be provided otherwise in the Permitted Encumbrances. B. Buver's Closine: Documents. On the Closing Date, Buyer will execute and/or deliver to Seller the following (collectively, "Buyer's Closing Documents"): (1) Purchase Price. Buyer shall pay the Purchase Price to Seller in the manner required by Section 2 of this Agreement. (2) Affidavit of Purchaser. An Affidavit of Purchaser in such form as shall reasonably be required by the Title Company to issue the Title Policy as required by Section 6 of this Agreement. (3) Other Documents. Such other documents as shall reasonably be required to carry out the intent of this Agreement. . 5. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: - 4 - x . (a) Real Estate Taxes and Special Assessments. Real estate taxes and installments of special assessments payable therewith payable in 2002 and all prior years, including any real estate taxes otherwise payable during any such year which may have been deferred, will be paid by Seller. Installments of special assessments due and payable in the year of closing shall be paid by Seller. Real estate taxes due and payable in the year of closing with respect to the Additional Right-of- Way Parcel shall be pro rated between Seller and Buyer as of the Closing Date, based on the following allocation namely: the Additional Right-of-Way Parcel is part of a larger tax parcel presently owned by Seller and assigned property identification No. ("Existing Parcel"). Real estate taxes due and payable in the year of closing for the Existing Parcel shall be allocated to the Additional Right-of-Way Parcel based upon the percentage of the area of the Existing Parcel that is included within the area of the Additional Right-of-Way Parcel. The amount so allocated to Additional Right-of-Way Parcel shall be pro rated between Buyer and Seller as of the Closing Date. Seller shall use commercially reasonable efforts to cause such speCial assessments to be transferred to or levied against the residue of the North Annex Property or the Existing Parcel as the case may be; if it is not possible to cause such special assessments to be transferred to or levied against the residue of the North Annex Property or the Existing Parcel as the case may be, Seller shall pay, when they are due and payable, all special assessments levied, pending or otherwise of record against the North Annex Right-of-Way Parcel or the Property as of the closing date. Seller shall pay all real estate taxes due and payable with respect to the North Annex Property, including any allocable to the North Annex Right-of-Way Parcel, that are due and payable in the year of closing. Real estate taxes due and payable with respect to the North Annex Right-of-Way Parcel or the Additional Right-of- Way Parcel, if any, in the years subsequent to the year of closing shall be paid by Buyer. (b) Recordin2 Costs. Seller will pay the State Deed Tax and the cost of recording all documents necessary to place title in the condition required by this Agreement. Buyer will pay the cost of recording all other documents, including the Limited Warranty Deed, Quit Claim Deed and all costs of Closing other than those specifically designated in this Agreement to be paid by Seller. (c) Attornevs' Fees. Each of the parties will pay its own attorneys' fees, except that a party defaulting under this Agreement or any closing document will pay the reasonable attorneys' fees and Court costs incurred by the nondefaulting party to enforce its rights regarding such default. (d) Title Evidence and Closin2 Fees. Seller shall pay the cost of providing the Title Evidence (as defined in Section 6 of this Agreement). Seller and Buyer shall each pay one-half of the closing fee charged by the Title Company. Buyer will pay all fees of the Title Company for issuance of the Title Policy. 6. Title Examination. Title examination will be conducted as follows: - 5 - .J . (a) Title Evidence. Within twenty (20) business days after the date of this Agreement, Seller shall deliver to Buyer a Commitment ("Title Commitment") for an ALTA Form B Owners Policy of Title Insurance in the amount of the Purchase Price issued by First American Title Insurance Company (the "Title Company"). The Title Commitment shall cover the North Annex Right-of-Way Parcel and the Property. (b) Buver's Obiections. Within ten (10) business days after receiving the Title Commitment, Buyer will make written objections ("Objections"), if any, to marketability of title to the Property or the North Annex Right-of-Way Parcel. Buyer's failure to make Objections within such time period will constitute waiver of Objections. Any matter shown in the Title Commitment and not objected to by Buyer shall be a "Permitted Encumbrance" hereunder. In addition, the interests in the North Annex Property that have been approved by the Authority pursuant to Section 3.3(g) of the Redevelopment Agreement shall be Permitted Encumbrances that Buyer has agreed to accept title to the North Annex Right-of- Way Parcel subject to. Seller will have thirty (30) days after receipt of notice of the Objections to cure the Objections, during which period the closing will be postponed as necessary, except that Seller will cause mortgages or other liens to be satisfied or released at or prior to closing. Seller shall exercise commercially reasonable efforts to cure Objections. At such time as the Objections have been cured, the parties shall close the transaction described in this Agreement. If the Objections are not cured within said thirty (30) days period, Buyer will have the option to do one of the following: i) Terminate this Agreement by giving written notice to Seller and receive a refund of the Earnest Money. Upon such termination and refund of the Earnest Money, neither party shall have any further liability under this Agreement. ii) Withhold from the Purchase Price an amount estimated by the Title Company to be sufficient to cure any Objections encumbering the Additional Right-of-Way Parcel and proceed to close, with the amount so withheld to be deposited in escrow with the Title Company to be used to correct Objections. iii) Waive the Objections and proceed to close without any reduction in the Purchase Price. 7. Operation Prior to Closing. During the period from the date of this Agreement to the Closing Date, Seller shall execute no contracts, leases or other agreements regarding the North Annex Right-of-Way Parcel or the Additional Right-of-Way Parcel that are not terminable on or before the Closing Date. 8. Representations and Warranties bv Seller. Seller represents and warrants to Buyer, as ofthe date of Seller's execution hereof, as follows: - 6 - (a) (b) (c) (d) . (e) . Authority. Seller has the requisite power and authority to enter into and perform this Agreement and those Seller's Closing Documents to be signed by Seller; such documents have been or shall be duly authorized by all necessary action on the part of Seller and have been or shall be duly executed and delivered; such execution, delivery and performance by Seller of said documents does not conflict with or result in a violation of any contract, agreement, judgment, order or decree of any Court or arbitrator to which Seller is a party; such documents are valid and binding obligations of Seller, and are enforceable in accordance with their terms. Title to Property. To the best of Seller's knowledge, without investigation, Seller is the sole fee owner of the North Annex Right-of-Way Parcel and the Property. Leases. To the best of Seller's knowledge, without investigation, there are no leases, tenancies or possessory rights of others affecting the North Annex Right- of- W ay Parcel or the Property. Contracts. Seller has not entered into any service or maintenance contract or other contract affecting the North Annex Right-of-Way Parcel and the Property which is not terminable on or before the Closing Date. Seller will terminate all such contracts on or before the Closing Date. Intentionally Deleted (t) Ri2hts of Others to Purchase Property. Seller has not entered into any other contracts for the sale of the North Annex Right-of-Way Parcel or the Property, or to the best of Seller's knowledge, granted any rights of first refusal or options to purchase the North Annex Right-of-Way Parcel or the Property or any other rights to others that might prevent the consummation of this Agreement, other than the following: (i) the matters set forth in the Permitted Encumbrances; (ii) that certain Option Agreement and Declaration of Restrictive Covenant between Seller and the Authority dated October 13, 1998, as amended; and (iii) that certain Public Trailway and Utility Easement and Agreement (the "Trail Easement") dated January 1, 2000, between Seller and the Suburban Hennepin Regional Park District, a political subdivision of the State of Minnesota (the "Park District"), recorded on April 7, 2000 as Document No. 3270525. In addition, the Park District and Seller are currently discussing amending the Trail Easement to change the location of the Trail Easement to match the location on the North Annex Property where the Park District actually constructed its trail. (g) FIRPT A. 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. (h) Proceedin2s. To Seller's actual knowledge, there is no action, litigation, investigation, condemnation, eminent domain or proceeding of any kind pending against the North Annex Right-of-Way Parcel or the Property. Seller shall deliver to Buyer written notice of the commencement of any legal action by any - 7 - . governmental authority or third party affecting the North Annex Right-of-Way Parcel or the Property. (i) Intentionally Deleted The foregoing representations and warranties shall be deemed to have been remade as of the Closing Date, provided that, during the period between the date of this Agreement and the Closing Date Seller shall be entitled to notify Buyer in writing of exceptions to said warranties and representations that have occurred or which Seller has discovered during such time period. Except for the representations expressly set forth above in this Section, Buyer is not relying on any representation or warranty of Seller or other person concerning the North Annex Right-of- Way Parcel or the Property, including, without limitation, the condition of the North Annex Right-of- Way Parcel or the Property or its fitness for any particular use or purpose, and with the exception of Seller's representatiopsand warranties expressly stated in this Agreement, Buyer is acquiring the North Annex Right-of-Way Parcel and the Property based upon its own investigation and inquiry. Other than those warranties expressly stated in this Agreement, Buyer hereby waives, and Seller hereby disclaims, all warranties of any type or kind whatsoever as to the North Annex Right-of-Way Parcel and/or the Property, express or implied, including those of fitness for a particular purpose, tenantability, habitability, and use. Buyer is acquiring the North Annex Right-of-Way Parcel and the Property in their "AS IS, WHERE IS" physical condition on the Closing Date and in an "AS IS, WHERE IS" state of repair on the Closing Date. 9. Name of Buildine:. (Intentionally deleted). 10. Damae:e. (intentionally deleted) 11. Condemnation. (intentionally deleted) 12. Broker's Commission. Seller and Buyer represent and warrant to each other that they have dealt with no other brokers, finders or the like in connection with this transaction and agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any such fees or commissions resulting from their actions or agreements regarding the execution or performance of this Agreement, and will pay all. costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 13. Assie:nment. Buyer may assign its rights under this Agreement prior to closing only with Seller's prior written consent, which consent will not be unreasonably withheld. Buyer may assign its rights under this Agreement contemporaneously with closing without Seller's consent. 14. Survival. All of the terms of this Agreement will survive and be enforceable after the Closing. . 15. Notices. Any notice, request or other communication required or provided to be given under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally or when mailed by first class United States mail, postage prepaid, addressed as follows: - 8 - To Seller: SUPERV ALU INC. Attention: Legal Department 11840 Valley View Road Eden Prairie, MN 55344 To Buyer: City of Hopkins Attention: James Kerrigan 1010 First Street South Hopkins, MN 55343 With a Copy to be mailed simultaneously to: Jeremy S. Steiner Miller, Steiner & Curtiss, P.A. 400 Wells Fargo Bank Building 1011 First Street South Hopkins, MN 55343 or to such other address as either party, by notice given as herein provided, shall designate. Personally delivered notices shall be effective as of the date of delivery. Mailed notice shall be conclusively deemed to have been given three (3) days after the date of mailing. . 16. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 17. Entire Agreement: Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties related to the conveyance, purchase or sale of the North Annex Right-of- Way Parcel or the Property, but does not supersede any provisions of the Redevelopment Agreement or the First Amendment relating to any matter other than the conveyance, purchase and sale of the North Annex Right-of-Way Parcel and the Property. There are no verbal agreements that change this Agreement and no waiver or modification of any of its terms will be effective unless in a writing executed by the parties. No waiver of a right in any instance shall operate as a waiver of any other right, nor as a waiver of such right in a later or separate instance. 18. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 19. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation. . 20. Remedies. If Buyer defaults in its obligation to close under this Agreement, Seller shall have the right to terminate this Agreement by giving written notice to Buyer in accordance with Minn. Stat. 559.21, and in such event, Seller shall be relieved of all obligations set forth in Section 3 of the First Amendment regarding conveyance of the North Annex Right- of- Way Parcel and the Property. Should either Buyer or Seller default in the performance of its obligations hereunder, the other party shall have and may pursue all rights and remedies available to it hereunder, at law or in equity, or otherwise, including, without limitation an action - 9 - for damages or specific performance. In the event of any proceeding to enforce any of the terms, covenants or provisions of this Agreement, the prevailing party in such proceeding shall also be entitled to be awarded its reasonable attorneys' fees. 21. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed and each such executed counterpart shall be deemed an original, but all such counterparts together shall constitute one and the same agreement. 22. Exhibits. All exhibits referred to in this Agreement are attached to and shall be considered a part of this Agreement. 23. Severabilitv. Should anyone or more of the provISIOns contained in this Agreement for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 24. Subdivision Approval. Buyer shall be solely responsible for obtaining any required governmental approvals for the subdivision of the North Annex Right-of-Way Parcel and the Additional Right-of-Way Parcel from the larger parcels of real property presently owned by Seller of which the North Annex Right-of-Way Parcel and the Additional Right-of-Way Parcel are a part, all at Buyer's sole cost and expense. . 25. Tax Prepayment or Temporary Easements. If it is necessary to prepay the real estate taxes and installments of special assessments due and payable in the year of closing in order to record the Limited Warranty Deed because the North Annex Right-of-Way Parcel and/or the Additional Right-of-Way Parcel are being subdivided from a larger parcel, Seller, at Seller's option, in its sole discretion, shall either prepay the real estate taxes due and payable in the year of closing with respect to such larger parcels or grant Buyer a temporary easement for road right-of-way purposes covering all of the North Annex Right-of-Way Parcel and the Additional Right-of-Way Parcel, which temporary easement shall remain in effect until the Limited Warranty Deed is recorded, and shall grant Buyer the exclusive right to use the North Annex Right-of-Way Parcel and the Additional Right-of-Way Parcel for road right-of-way, utility and related purposes. Such temporary easement shall be granted by Quit Claim Deed duly executed by Seller and delivered at closing, in form and content reasonably acceptable to Seller and Buyer. 26. Restoration of Seller's Property. After the Closing Date, and as part of the Hennepin County Road 3/Milwaukee Street intersection reconstruction project to be completed by the City and Hennepin County, Minnesota, the parking lot improvements and other improvements presently located on the Additional Right-of-Way Parcel must be removed and the contiguous parking lot improvements and other improvements located on the residue of Seller's real property must be repaired or restored. Such repair or restoration work is described in Exhibit B attached hereto and incorporated herein ("Restoration Work"). The Restoration Work shall be completed by Seller, as promptly as possible in connection with the reconstruction of Hennepin County Road 3 and Milwaukee Street, at Buyer's expense. Seller agrees to submit all proposals for performance of the Restoration Work to Buyer prior to performance of the Restoration, and Buyer shall not be obligated to reimburse Seller for the cost of the Restoration - 10- Work, unless such proposals and the cost of the Restoration Work have been approved in advance by Buyer, in writing, such approval not to be unreasonably withheld or delayed. 27. Involuntary Conversion. Buyer represents that in the event Buyer had been unsuccessful in negotiating the purchase of the Property, Buyer had decided to authorize the commencement of eminent domain proceedings and proceed to exercise its powers of eminent domain to acquire the Property. Accordingly, it is intended that this Agreement is in lieu of the institution of formal eminent domain proceedings within the meaning of Section 1033 of the United States Internal Revenue Code. Seller and Buyer have executed this Agreement effective as of the date first written above. SELLER SUPERV ALU INC. By Its BUYER CITY OF HOPKINS By Its By Its . - 11 - EXHIBIT A - Page 1 COPY OF RIGHT-OF-WAY PLAT EXHIBIT B DESCRIPTION OF RECONSTRUCTION WORK Modifications to Be Made to Seller's Property South of Excelsior Reconfigure parking lot layout, rebuild and pave disturbed parking areas including the underground storage tank fill area, remove and replace parking lot fencing, abandon existing water serve valve manhole and install new 8" water service pipe to pump house (install 1 0" water service pipe with Seller paying the incremental cost increase) reimburse Seller for pump house modifications per April 15, 2002 Olsen Fire Protection Incorporated description and price quotes, ADT alarm system work (June '18, 2002 letter) and Wests ide Equipment overfill protection work. , !ii"1'" 't. ," ' "i, ~ ~'~ l~ , i: \ :~ \ I:> .';;:: 1" ' !<?' .. 1 , P, o ~ ,_., .,{:<jl - 0 J'~" . ',t, , p, 0," / o , /oq." ''0. 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','."'; ',~~' ".kr" '. ...--:::~; r:1'~ "r"'.;'" /, .,,"'.~ ,,' .' ../ ,::\y'",0~.t>'1-' .,' ,,...;~/,,::..;,-,,/ ,', ( _ ...~ ......,.-. ,~ (<+.' ." X .{~'1i; /,,,,,~.,::/.,..~l~(:.\ ~:;;;):~~;;~t? ,"-- . ../ ,'"".: ,',\" ~ ";'~ . ,/~" /./ .,',' '.~, '1t;" 1',;,\~"".7 .'Sfi" " ".' 'A'1'~,."""" ,...r . ,\'.~)'" ,<..(....:':~.' .7'.':' '.,-'" " "'> ::""'01~~;;'~/i!:i;~j'r , \..,~::: P::!;' ,l~~'.\ ,)' / q I,)',,~. .~"... ......-: ,LA ;V. ~,' , : ' '/<' \1' , ' \,\~'\.~.., '/ ,~;.", ,~..; T' _ .4~- ~ ) 'r I - ' ',1 (.. ! " '.' , ~p-"" ~l ..","";,. _~~,f , b ~ I 'l.'\'4' . Sa9 '.,'~' .Stl9'lLl8'( .'30'~q1-"" .J~ _~ -.<;\;;';'.,?""":-"'""- 1. , j ,,' to- " ,2 :i 9 :2-4. ",,,....22iU19 ~,,' ,l 1'1164'2,:3.' 41~-E: ~,l,.;...,) ;'. ' :12~99" .' V ';?J: .' '., ' "'. < I' ~ ......." t" ,r' _ r.... t 1\ I :#, ,.... I 'II ""1'" , (t ...... T '6, :r~M'..,..... '" .,.... f.1 \ . \ "~"'I'J"'~"""" ,')1 "l" " \.1,'...... '.>11' ~a - ~__""""1"1.~- ,.........,'.' .r;.i~J""'f Ilr~'~'\'W" ,....,. - r:rx-r- ----...,-"--.-~-- -,.........--- ~\4..)V'"" ! : ' '~. \ ' ~) " '" " \ ,r) t' : " ",";,.,: ) I ---, \, '" "r .L__ .~r --: ~,~ l,} 30 '.' .., I ,,/. ";:'I-~' 'AI~",~ +.l.... ,~-. t'''' .,- I '$ ,/ ,..,..f' ~ I" .' 't:,-; _.Ii DAVID D. SWENSON REAL ESTATE APPRAISER 18135 39th AVE. N. PLYMOUTH, MN 55446 (612) 478-2752 June 28, 2002 Mr. Matt Storm Vice President Evergreen Land Services Co. 6110 Blue Circle Drive Minnetonka, MN 55343 RE: CSAH Highway 3 Hennepin County Project No. 9227 Parcel 30 Super Valu Stores, Inc. Dear Mr. Storm: Pursuant to your request, I have completed an appraisal of the damages sustained by the above . referenced property attributable to the taking of permanent highway and temporary construction easements. This acquisition is required for the proposed highway construction project referenced above. The estimate of value as stated in this report is predicated upon the definition of market value contained herein. Implicit in the definition of market value is that payment is made in cash or its equivalent financing. It is my opinion that the damage sustained by the subject property attributable to the described taking as of June 28, 2002 is as follows: PERMANENT IDGHWAY EASEMENT: TEMPORARY EASEMENT: SEVERANCE DAMAGE: TOTAL ESTIMATED DAMAGE: ROUNDED: $32t067 1,356 38~OOO $71,423 $71,500 Reasonable care has been exercised in verifying the factual data set forth in the report and is judged and assmned to be reliable. Such facts and information contained herein were obtained from sources that are true to the best of my knowledge. . This appraisal has been completed in compliance with prevailing standards outlined in the Uniform Standards for Professional Appraisal Practice. This assignment was not contingent upon any direction regarding the final conclusion of value. REAL ESTATE APPRAISER. CONSULTANT Mr. Matt Stonn Evergreen Land Services Company June 28, 2002 Page 2 This appraisal is made subject to certain limiting conditions and assumptions as hereinafter expressed. And, it is made in conformity with appropriate state laws, regulations, policies and procedures applicable to the appraisal of right of way to be acquired for public purposes. I Ii . II The attached restrictedllimited appraisal report identifies and describes the real estate and summarizes the valuation analyses and methods used in arriving at this conclusion. DDS Enclosures . REAL ESTATE APPRAISER. CONSULTANT I I I I I I I I I I I I I I I I" .1 I. I LAND VALUE ESTIMATE The indicated value for the su?ject site is $3.00 per square foot. In arriving at the market value of the subject site, I have relied entirely upon the sales of vacant land. Sales are considered to best reflect the thinking of the " typical buyer in the marketplace. This approach, which is referred to as the Direct Sales Comparison Approach, employs dependable sales data available for properties that are truly competitive with the subject property. I have investigated the terms and conditions of the comparable sale transactions. It should be realized that there is a wide spectrum of buyer and user motivations and purposes in the industrial real estate field. A comparison has been made on the basis of the subject property having a Highest and Best Use if vacant for industrial development similar to that of the comparable properties. In establishing a basis for value, the major characteristics of industrial land that require analysis include: 1. Physical characteristics: size, shape, dimensi9ns, topography, drainage, etc. 2. Zoning and other public controls: use restrictions, structural restrictions, setback requirements, height limitations, safety requirements and fire code requirements. 3. Location: access, transit, highway, visibility, utilities, fire and police protection, capacities, comer influence and costs 4. Availability: price, financing terms. Precise and specific factual information can be obtained concerning most of the above factors. Some require further analysis. It is in tenns of this analysis that standards of what is appropriate, and acceptable, must be developed. The following sales are considered to provide the best indication of value for the subject land. 6 .' COMPARABLE LAND SALES LAND COMPARABLE #1 LOCATION: 7101 Sandburg Road CITY: Golden Valley BUYER: City of Golden Valley SELLER: Honeywe1~ Inc. PROXIMITY TO THE SUBJECT: 5Y2 miles ZONING: Industrial SIZE: 476,178 square feet SITE DATA: Level STREET SURF ACE: Bituminous SALE PRICE: $900,000 DATE OF SALE: 6/99 SPECIAL ASSESSMENTS: None FINANCING: $250,000 balloon payment 6/01 PRICE PER SQUARE FOOT: $1.89 LAND COMPARABLE # 4 LOCATION: 10901 Excelsior Blvd. CITY: Hopkins BUYER: StieIe and Bakken.LLC SELLER: Venturian Corp. PROXIMITY TO THE SUBJECT: 1 mile ZONING: 1-1, Industrial SIZE: 189,052 square feet SITE DATA: Office building to be developed STREET SURFACE: Bituminous SALE PRICE: $450,000 DATE OF SALE: 12/97 SPECIAL ASSESSMENTS: None FINANCING: Cash PRICE PER SQUARE FOOT: $2.38 LAND COMPARABLE #2 LAND COMPARABLE #5 I I. LOCATION: Valley View Road CITY: Eden Prairie BUYER: CSM Properties SELLER: Walter Carpenter PROXIMITY TO THE SUBJECT: 4Y2 miles ZONING: 1-2 (PUD) SIZE: 612,894 square feet SITE DATA: Hill on NW portion of site, STREET SURFACE: Bituminous SALE PRICE: $1,633,090 DATE OF SALE: 9/98 SPECIAL ASSESSMENTS: None FJNANCJNG: Cash PRICE PER SQUARE FOOT: $2.66 LOCATION: 6105 Golden Hills Drive CITY: Golden Valley BUYER: Duke Realty Limited Partnership SELLER: Golden Valley HRA PROXIMITY TO THE SUBJECT: 3Y2 miles ZONING: LI, Limited Industrial SIZE: 666,671 square feet SITE DATA: Level, all uSable STREET SURFACE: Bituminous SALE PRICE: $2,361,389.85 DATE OF SALE: 10/98 SPECIAL ASSESSMENTS: None FINANCING: Cash PRICE PER SQUARE FOOT: $3.54 LAND COMPARABLE #3 . LOCATION: 320 Washington Ave. S.. CITY: Hopkins BUYER: Hopkins HRA SELLER: County of Hennepin PROXIMITY TO TIm SUBJECT: ~ mile ZONING: 1-2, General Industrial SIZE: 1,792,494 square feet SITE DATA Leve~ now site of large Super Valu WH STREET SURFACE: Bituminous SALE PRICE: $5,000,000 DATE OF SALE: 10/98 SPECIAL ASSESSMENTS: None FINANCING: Cash PRICE PER SQUARE FOOT: $2.79 7 COMPARABLE LAND SALES MAP ~.~&I ;; 4000 ,,~. :~ ::: _.._ ....-..-i. . '~;"'CL_--- ..._ ~~ ...~...___..~ S400 ~I '~~~: ~..-.< ... ~T:":)!~.' ~ .,~~ ---- I " ~ . '< ~ .' ---. -'-.. '--.- ~l""- L " ~~ FO\--'Yw: I"".~ IZIi . 55 ,,~. ...------ f--:- . --- /' !.7--.. -=~-' ~ 81 ~~ 152 ~ "~;18,.., "115~!~'" -....;,;;;I~. '~~J' Ip~lym' 0.' th ["?i i:~S:-j{d,~lF+-: ~! N";.; :~ if.~ "K\^' - : "~R:~ . r--. 1 Hamefz i > " :! "'~ke ..' .~~ \Ie ~-i 4~_1l5I. . t '~.Cr.vstal \ ~ 'G'lft , Me~iri~~.~1-..~r5~ ~'-'"-f~~''''' -...--. --- 6~! ;~~ 0 ')~: &: 1M;:'" .~ ,.~~~~~n5(~ " I"'.'.... I %.o:r"! II ~,=! 9 Ad. IS ~~. 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I 212 ., .~~ 0<_ ,. n . ~ ~. ~ \ 1" ~fs n, '. '~4><' 4 ~' ed~'; .'~: L < ;"~?'~ w._....i ;:r=::::-, ~ ... . t ff . -$' f' ,,0........1 . 't:' ".,~ '!.. R_ '."~ '!.....__ -1.E~ t"'~! 'j~ ~ c-....P::~ S L . : ~ .,' '" I '.' "I J'~ \.. l.ake~'"",--/~" AC ": 2", C ._;t "~. " ~-.t1iJ'L.... ~ :~ r>> ,ft"~ H ~ n : "2>_~ ( !~ )" 34r:"" 11 '~ \ y 'i~" \ ~'lo . ~. ! Storing ) ~ .. Bush' ~ ~ <1,.? "'" h~nhaSS'Jt' ~ R,leyl ~ ',' ~ I...... ~ . - ..-1 ~r.. ... -'. r- ..o~ .. ... .... ~7 ::~\ . ~~1 !---;~ 10 ~~~i ] _ ~ _ ~ .;' ~. ~ BI~.o~ r o 8 . l I I I. I I I I I I '. I I DAMAGE ESTIMATE The range in sale prices of the comparable properties is from $1.89 to $3.54 per square foot. The midpoint of this range is $2.72 per square foot, the median is $2.66 per square foot, and the average is $2.65 per square foot. After analyzing all of the data and recognizing the size, location, and utility of the site, it is concluded that the subject site has a current market value of$3.00 per square foot. The taking is a 10,689 square foot permanent highway easement and an adjacent 3,014 square foot temporary construction easement. The temporary yasement begins on November 1,2002 and expires on November 1,2004, however, it is estimated that the temporary easement area will only be used for a period of 1 yz years during the two year duration. The loss caused by the temporary construction easement is estimated at 10% of ~ee value per year. An estimated 38 parking spaces will be lost because of the land taken for road. The time that these parking spaces are needed is during the shift change periods. This Super VaIu property operates 3 shifts during a 24 hour day. The loss in value to the overall property because of loss of parking is estimated at $1000 per space. THE INDICATED VALUE OF THE TAKING IS: PERMANENT IDGHW A Y EASEMENT: 10,689 square feet @ $3.00 per square foot = $32,067 TEMPORARY EASEMENT: 3,014 square feet @ $3.00 per square foot x 10% x 1.5 years = 1,356 SEVERANCE DAMAGE Loss of 38 parking spaces @ $1000 = 38.000 TOTAL ESTMATED DAMAGES: ROUNDED: $71,423 $71,500 9