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HRA 10-05 Option Agreement - Park Nicollet Property ,-M G �TY p ; February 25, 2010 N° P K ' " S HRA Report2010-05 i � : OPTION AGREEMENT — PARK NICOLLET PROPERTY : Proposed Action Staff recommends adoption of the following motion: Move to a�,prove the Option . Aqreement between the Hopkins HRA and Park Nicoliet Clinic.: With this motion, it is understood that minor modifications can be matle to the agreement that do not affect the overall intent.. : _ Overview : ' Over the past several years, through two planning processes, a vision fior gtn Avenue as the connector befinreen the Downtown SW LRT station and Mainstreet � has emerged: The vision calls for the redevelopment of 8th Avenue into a "pedestrian seductive" finro-block area of mixed-uses with active retail on the street leveL This concept supports ridership and maximize the benefits of LRT ' for downtown, The Park Nieollet site at 1 Street South and 8t" Avenue was vacated in August • 2009 and is now available for sale. The city has secured a portion of the funds necessary to purchase the property, and I'ark Nicollet is willing to give:the City/HRA an option period that would allow time to identify the remaining financing for the acquisition. Primary Issues to Consider ■ VWhat are the proposed terms of the option agreement? ■ What is the plan for the acquisition of the property? : ■ What is the risk to the HRA? Supportina Documents • Option Agreement with exhibits • Map of site : , _ � , '� f ,�� � , , ' ten EI rum Director Planning & Developrnent Financial Impact: $ 0 Budgeted: Y_/N Source: Related Documents :(CIP, ERF, etc.): Notes: • � � HRA Report 2010-OS � Page 2 Analvsis of the Issues: ■ What are the proposed terms of the option agreement? The option agreement is fairly straightforward and provides the Hopkins HRA (or the City of Hopkins as its assigned) the exclusive ability to enter into a purchase agreement for the Park Nicollet property by June 30, 2010. It also allows for a 60-day extension at the HRA's request. The option is being granted for a nominal cost of $1. The purchase agreement, attached to the option as exhibit B, defines the terms of the purchase as follows: ■ Purchase price of $2 million ■ Earnest money of $25,000 deposited when purchase agreement is executed ■ Close within 180 days The estimated market value of the property established by Hennepin County is • $1,813,000. An appraisal conducted by Park Nicollet indicated a value of $2.3 million. ■ What is the plan for the acquisition of the property? ; The City of Hopkins has secured $1 million from Minnesota Housing and the Met i Council towards the acquisition of the property. The terms of those funds require repayment of the loan when the property is redeveloped, which can not occur for � a 1-year period. They also are intended to be used on projects with a housing � affordability component. i The City has also applied for an additional $500,000 in Hennepin County TOD funds. Those dollars would not be required to be paid back. A decision on { funding will be made in June 2010. Options for financing the balance of the acquisition cost are being considered and the option gives the City/HRA the ability to continue to identify the needed dollars. The intent is to secure the necessary funds by the option expiration date, and develop a clear vision of the desired redevelopment so that a developer could be identified. It is felt that the HRA would need to hofd the property for at least a year while the housing and retail markets continue to strengthen, financing is more available, LRT becomes more inevitable, and the selected developer has � time to flesh out the project. �. HRA Report 2010-05 �,,. ��� Page 3 � I ■ What is the risk to the HRA? � � There is no risk to the HRA until it is decided to execute the purchase agreement. At that time, the HRA will have a better idea of the financing options for the property. The terms of the purchase agreement limit the representations Park � Nicollet is willing to give regarding title and environmental. Due diligence will be ( undertaken during the option period to evaluate the exposure of the HRA. Alternatives: ( � The HRA has the following options regarding this item: � ■ Approve the option agreement as proposed. � ■ Approve the option agreement with changes. - ■ Elect.not to enter into an option agreement at this time. With this action, the Park Nicollet property will be offered for sale. � ' I ` � � ; � , ;��;� i i - - , , � ... , . - _, • DRAFT Revised: 2/26/10 OPTION AGREEMENT This Option Agreement (this "Agreement") is dated as of the day of , 2010, by and between the Housing and Redevelopment Authority In and For the City of Hopkins, Minnesota, a public body corporate and politic under the laws of the state of Minnesota (the "Authority") and Park Nicollet Clinic, a Minnesota non-profit corporation (the "Owner"). RECITALS . A. Owner is the fee owner of certain real property (the "Property") located in Hennepin County, Minnesota, legally described in Exhibit A hereto and incorporated herein. B. In consideration of the payment of One Dollar ($1.00) and other good and valuable consideration by the Authority, Owner has agreed to • enter into this Agreement and grant an Option to purchase the Property to the Authority. • NOW, THEREFORE, in consideration of the foregoing Recitals and of the mutual covenants and agreements herein contained, it is agreed as follows: 1. Incoraoration of Recitals. Recital Paragraphs A-B, above, are incorporated in and made a part of this Agreement in their entirety. , 2. Grant of Ontion. The Owner hereby grants to the Authority the exclusive, irrevocable right and option (the "Option") to be exercised on or before the end of the Option Term stated in Paragraph 7 of this Agreement, to purchase the Property, subject to the terms and ', conditions of this Agreement. 3. Consideration for Option. Owner agrees that the only cash payment to be paid ' by the Authority for the Option is One Dollar ($1.00). The Owner understands that the Authority �I may have access to funding sources from other governmental units to assist the Authority in � securing a portion of the financing necessary to purchase the Property and that permitting the � Authority the time to see whether such funds are available to the Authority is in the best interest '• of the Owner. Therefore, Owner agrees that the Authority's efforts to seek such financing � � i - constitutes good, valuable and adequate consideration for the granting of the Option sufficient to �"� � � � support all of Owner's obligations, undertakings and agreements under this Agreement. ' 4. Purchase Price. The purchase price for the Property (the "Purchase Price") in the i event the Authority exercises the Option, shall be $2,000,000, payable as set forth in the Purchase Agreement (defined below). 5. Ezercise of Oution. If the Authority elects to exercise the Option, the Option shall be exercised by the delivery to Owner, on or before the end of the Option Term as described in Paragraph 7 of this Agreement, of (a) the Purchase Agreement, in triplicate, in the form attached hereto as Exhibit B("Purchase Agreement"), duly executed by the Authority, and (b) a simultaneous deposit of the Earnest Money (as defined in the Purchase Agreement) with Title Company (as defined in the Purchase Agreement). The Purchase Agreement shall be I i deemed properly delivered for all purposes if delivered in accordance with the provisions of Paragraph 11 of this Agreement. Upon receipt of the executed Purchase Agreements, Owner shall cause the Purchase Agreements to be duly executed on its behalf, returning two originals to � the Authority within three (3) business days. Owner acknowledges that it has agreed to be bound by the terms and conditions set forth in the Purchase Agreement in the event tlie Authority exercises the Option. If the Authority fails to deposit the Earnest Money with Title Company � and fails deliver the signed Purchase Agreements to Owner on or before the expiration of the � i Option Term in the manner and within the time period specified in this paxagraph, this ! i Agreement shall become null and void, the Option shall terminate and be of no further force or � effect and Owner shall have no obligation to sell the Property to the Authority. Authority agrees € € that TIME IS STRICTLY OF THE ESSENCE in connection with duly exercising the Option. 6. Date of Closin�. The closing of the purchase and sale of the Property shall be on a business day designated by the Authority in the Purchase Agreement (the "Closing Date") which is at least thirty (30) but no more than one hundred eighty (180) days after the date of delivery of the Purchase Agreement to Owner. ' 'r �1l I - � , __.., _, , _ ._ . 7. Oution Term. The term of the Option (the "Option Term") shall commence on the date hereof and shall extend until 5:00 p.m. Central time on June 30, 2010; provided, the Authority may extend the Option Term by an additional sixty (60) days by requesting such extension in writing no later than fifteen (15) days prior to June 30, 2010. Such request shall be deemed properly delivered for all purposes if delivered in accordance with the provisions of Paragraph 11 of this Agreement. 8. Real Estate Taxes and Assessments. In the event the Authority exercises the Option, real estate taxes and special assessments, if any, shall be paid and/or allocated as provided in the Purchase Agreement. 9. Title to be Delivered. In the event the Authority exercises the Option, Oumer shall deliver title to the Property as specified in the Purchase Agreement. 10. Entire A�reement. This Agreement contains the entire understanding of the parties hereta with respect to the granting of the Option and supersedes all prior agreements and • understandings between the parties with respect thereto. 11. 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 to the representative of the Authority or Owner named in this paragraph or when mailed by first class United States mail, postage prepaid, addressed as follows: To Owner: Park Nicollet Clinic 3800 Park Nicollet Boulevard St. Louis Park, MN 55416 Attn: Duane Spiegle With copy to: Faegre & Benson LLP 2200 Wells Fargo Center 90 Seventh Street South Minneapolis, MN 55402 Attn: John R. Wheaton To the Authority: Hopkins Housing and Redevelopment Authority • Attention: Executive Director 1010 First Street South 7� .i - i ,�, Hopkins, Minnesota 55343 � � I or to such other address as either party, by notice given as herein provided, shall designate. Mailed notice shall be conclusively deemed to have been delivered or given two (2) business � i days after the date of mailing. i � 12. Waiver of Relocation Assistance. In the event the Authority exercises the Option, Owner shall waive relocation assistance or similar benefits, if any, which might � otherwise be required by any state or federal statute or regulation. � 13. Binding Effect. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and the respective successors and assigns of the parties. Owner represents � that it has the authority to enter into this Agreement and that the party executing this Agreement � i on behalf of Owner has the requisite authority to do so. � 14. Amendment Modification and Waiver. No amendment, modification or waiver I of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or a duly authorized representative, and � ; ! � specifying with particularity the extent and nature of such amendment, modification or waiver. � 15. Severable Provisions. Each provision, section, sentence, clause, phrase, and ! 1 word of this Agreement is intended to be severable. If any provision, section, sentence, clause, j phrase or word hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity ! a shall not affect the validity of the remainder of this Agreement. ' � � 16. Cantions, HeadinSS or Titles. All headings or titles of the various paragraphs or � � � sections of this Agreement are inserted for convenience of reference only and shall not effect the a interpretation of this Agreement. 17. Costs of Enforcement. In the event either the Authority or Owner initiates any litigation or other proceeding to enforce the provisions of this Agreement, the prevailing party in such litigation or proceeding shall be entitled to recover such prevailing party's costs, expenses and reasonable attorneys' fees from the other party. � � I � '� i i � - - I .. . ...: .. . . .. ... ._, �- , -- - -_. �'V� 18. Assignment bv Authoritv. The Authority may not assign or transfer its rights � effecti� under this Agreement except with the prior written consent of Owner; provided, however, the � � Authority shall have the right to assign its rights under this Option Agreement to the City of � � Hopkins, IVlinnesota without Owner's consent. Upon such assignment, the Authority shall give � notice thereof to the Owner. � ° 19. Deliverv of Information Concerning Propertv. Within thirty (30) days after the date of this Option Agreement, the Owner shall provide to the Authority copies of the following information to the extent that it is the Owner's possession: title commitments or other evidence showing the status of title to the Property, surveys of the Property, environmental assessments of ' the Property and any reports on tests relating to the soil conditions on theProperty. • i � ; 3 � � , , i • � '� p�.� EXHIBIT A TO OPTION AGREEMENT ; doe� � ' Description of Property If S' Sec Parcel 1: Clo The South 36 feet of Lot 13, and all of Lots 14, 15, 16, 17, 18, 19, and Block 4, "West Minneapolis", Hennepin County, Minnesota, together with the East half of the vacated alley in said Block 4, lying between the westerly extension of the North line of the South 36 feet of said Lot 13, and the westerly extension of the South line of said Lot 14, and including that part of the , vacated alley in said Block 4lying between the westerly extension of the North line of said Lot ' 15 and the Westerly extension of the South line of said Lot 17, all in "West Minneapolis", except ', those portions embraced within the following-described two tracts: � � Exception Tract A: Lot 13, except the North 14 feet thereof, and the North 18 feet of Lot 14, � Block 4, together with the easterly half of the vacated alley in said Block 4, lying between the � Westerly extension of the South line of the North 14 feet of said Lot 13, and westerly extension � � of the South line of the North 18 feet of said Lot 14, all in "West Minneapolis", Hennepin � County, Minnesota. � � Exception Tract B: That part of Lots 15 and 16, Block 4, "West Minneapolis", described as � follows: �: Beginning at the Southeast corner of said Lot 15, thence Southerly along the East line of said Lot � su �' 16 a distance of 8.49 feet; thence Westerly, deflecting 89 degrees 42 minutes 54 seconds to the �' ri ht a distance of 127.44 feet• thence Northerl deflectin 90 de rees to the ri ht a distance of issu ! g � Y� g g g 50.00 feet; thence Easterly, defecting 90 degrees to the right a distance of 127.69 feet to the Eas� line of said Lot 15; thence South along said East line to the point of beginning. � Parcel2: I Tract A: Lot 13, except the North 14 feet thereof, and the North 18 feet of Lot 14, Block 4, � together with the easterly half of the vacated alley in said Block 4, lying between the Westerly � extension of the South line of the North 14 feet of said Lot 13, and the westerly extension of the I i South line of the North 18 feet of said Lot 14, a11 in "West Minneapolis", Hennepin County, � ; Minnesota. Tract B: That part of Lots 15 and 16, Block 4, "West Minneapolis", described as follows: E � Beginning at the Southeast corner of said Lot 15; thence Southerl alon the East line of said Lot � Y � � � 16 a distance of 8.49 feet; thence Westerly, deflecting 89 degrees 42 minutes 54 seconds to the � right a distance of 127.44 feet; thence Northerly, deflecting 90 degrees to the right a distance of 50.00 feet; thence Easterly, deflecting 90 degrees to the right a distance of 127.69 feet to the East ,' � line of said Lot 15; thence South along said East line to the point of beginning. � � � � P � � i I i , - , � -- - -- _ .:..:. . . , , _ � � Sec. 6903(5), and includes all regulations issued pursuant to any of the above statutes, and any unsafe, noxious, toxic or hazardous substance or similar terms under any other state, federal or local law, and any other applicable environmental, land use or similar act, statute, ordinance or regulation or as alleged or determined under common law. The term "Hazardous Substance" includes asbestos and related substances, PCBs, and gasoline, kerosene and all other liquid or viscous petroleum products. 5.2 Requirements for Inspection. Purchaser shall deliver to Seller copies of any reports Purchaser obtains in connection with the Inspection within a reasonable time after the same are received by Purchaser. Purchaser shall not pertnit any laborer's, materialman's, mechanic's or other similar liens to be filed on any part of the Real Property prior to Closing, and if any such lien is filed, Purchaser shall take all steps necessary to release or discharge such lien as promptly as possible. 5.3 AS-IS SALE. PURCHASER ACKNOWLEDGES THAT IT WILL HAVE ADEQUATE OPPORTUNITY TO INSPECT THE REAL PROPERTY AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE REAL PROPERTY. SUBJECT ONLY TO THE TERMS OF SECTION 6, PURCHASER AGREES TO ACCEPT THE REAL PROPERTY IN ITS "AS IS" "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING, WITHOUT LIMITATION, AS TO THE PRESENCE . OR ABSENCE OF HAZARDOUS SUBSTANCES ON THE REAL PROPERTY, THE COMPLIANCE OF THE REAL PROPERTY WITH ANY LAWS OR THE � MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WITHOUT ANY RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE. 6. Covenants and Warranties of Seller. Seller covenants and warrants to Purchaser as follows: 6.1. Ownership of Real Propert� Except for those matters described on Exhibit B attached hereto, Seller is not aware of any unrecorded Leases or encumbrances affecting the Real Property. 6.2. Condemnation. Seller has not received any notice of, nor does Seller have any knowledge of, any pending, threatened or contemplated condemnation proceeding affecting the Real Property, or any part thereof, or of any sale or other disposition of the Real Property or any portion thereof in lieu of condemnation. 6.3. Real Property Taxes. Seller does not have knowledge of any pending or contemplated assessment or reassessment of the Real Property. • 6.4. Minnesota Required Disclosures. There are no wells or sewage treatment systems located on an� portion of the Real Property. There has been no methamphetamine 113 production on or about any portion of the Real Property. The sewage generated �! by the Real Property, if any, goes to a facility permitted by the Minnesota Pollution Control Agency and there is no "individual sewage treatment system" (as defined in Minnesota Statutes § 115.55, Subd. 1(g)) located on the Real Property. ' 7. C1 0SIIlg . Subject to the conditions contained herein, the�closing shall take place on , 2010, or such other date as is mutually agreed upon (the "Closing Date"). The closing shall take place at the offices of the Title Company or at such other place as is mutually agreeable. At the closing, Seller shall deliver to Purchaser: 8. Documents at Closing. 8.1. A Warranty Deed, properly executed on behalf of Seller in recordable form with all applicable transfer taxes paid and stamps, if any, affixed thereto, conveying the Real Property to Purchaser and warranting title thereto subject to no exceptions other than Permitted Encumbrances. 8.2. All certificates, instruments and other documents determined by Title Company to � be necessary to permit the recording of the Warranty Deed. 8.3. A standard Seller's Affidavit with respect to judgments, banlcri.tptcies, tax liens, mechanics liens, parties in possession, unrecorded interests, encroachment or � boundary line questions, and related matters, properly executed on behalf of Seller. 8.4. Assignments to Purchaser of any assignable Leases and any assignable licenses and permits held by Seller in connection with the ownership or operation of the Real Property that are not terminable by Seller at or prior to Closing, if any. 8.5. Assignments to Purchaser of any assignable warranties which pertain to the Real Property, or any portion thereof, if any. 8.6. An affidavit of Seller in form and content satisfactory to Purchaser stating that Seller is not a"foreign person" within the meaning of Section 1445 of the Internal Revenue Code. I 8.7. A bill of sale, in a mutually acceptable form, conveying to Purchaser Seller's interest, if any, in any fixtures and/or equipment on the Real Property as of the Closing Date. 8.8 A settlement statement consistent with this Agreement. 8.9 At closing, Purchaser shall deliver to Seller a settlement statement consistent with this Agreement, the portion of the Purchase Price payable at the closing, and � 114 - -- - - _. - - ,.,,,. .�_...,., ..... _.:_ . . . , � assumptions of any of the assigned Leases, licenses, permits and warranties pursuant to Sections 8.4 and 8.5. 9. Closing Costs. Real estate taa�es due and payable in the year of closing shall be prorated between the parties as of the Closing Date, with Seller paying those allocable to the period prior to the Closing Date and Purchaser being responsible for those allocable to the Closing Date and the period subsequent thereto. All levied and pending special assessments shall be paid by the Seller on the Closing Date. Seller shall pay the following charges: (a) all state deed tax regarding the deed, (b) all service charges for and costs of the Commitment, and (c) one-half of any closing fee payable to Title Company with respect to the purchase and sale contemplated by this Agreement. Purchaser shall pay the following charges: (i) all premiums required for any owner's or mortgagee's title insurance policy issued in connection with this transaction, (ii) all costs of the Survey, (iii) the cost to record the deed, and (iv) one-half of any closing fee payable to Title Company with respect to the purchase and sale contemplated by this Agreement. 10. Income and Expenses, Possession. Seller agrees to deliver possession of the Real Property to Purchaser on the Closing Date. All income and expenses shall be prorated and adjusted as of the Closing Date. 11. Contin�encies. Notwithstanding anything to the contrary contained in this Agreement, the consummation of this Agreement and the closing provided in paragraphs 7 and 8 � hereof is hereby expressly conditioned upon Purchaser receiving assurances satisfactory to Purchaser, in Purchaser's sole discretion, that: 11.1. Accuracy of Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (i.e., a representation that a state of facts exists on or as of the date hereof shall be deemed to be a representation that such state of fact exists on or as of the Closing Date, and a representation that a state of facts has or has not changed between a date prior to the date hereof and the date hereof shall be deemed to be a representation that such state of facts has or has not changed between such prior date and the Closing Date), except as affected by transactions contemplated hereby and except to the extent that any such representations or warranties which were made as of a specified date shall have been true on and as of such date. 11.2. Performance of Agreement. Seller has performed all obligations and agreements and conditions contained in this Agreement on Seller's part to be performed or complied with at or prior to the Closing Date. 11.3. Environmental Concerns. On or before the date that is the earlier of (a) sixty (60) days following the Effective Date, or (b) the Closing Date (the "Contingency • Date"), the Purchaser has satisfied itself as to the condition of the Real Property with respect to environmental concerns. 115 ip' If the contingencies set forth in this paragraph 11 are not satisfied on or before the applicable contingency date, Purchaser shall have the right to terminate this Agreement by giving written notice of termination to Seller on or before the applicable contingency date. If Purchaser does not timely terminate this Agreement, Purchaser will be deemed to have waived the applicable contingency. In the event that Purchaser gives Seller any such written notice of termination, this Agreement shall be null and void and neither party shall have any further rights, obligations, or liability hereunder, except as provided in Section 5.1 and Section 15, and the Non-Refundable Earnest Money shall be disbursed to Purchaser and the Refundable Earnest Money, if any, shall be disbursed to Purchaser. Notwithstanding anything in this Agreement to the contrary, either party may terminate this Agreement if the other party is in default hereunder following at least 30 days prior written notice to the other party and the other party's failure to cure the same within such time period (provided that no notice or cure period shall be required for obligations to be performed at closing). In the case of any default by Purchaser, Seller's sole and exclusive remedy shall be termination of this Agreement as provided above and, upon any ' such termination, the Earnest Money shall be forfeited to Seller as agreed and final liquidated , damages. In the case of any default by Seller, upon termination of this Agreement, the Earnest ', Money (including any Non-Refundable Earnest Money) shall be returned to Purchaser. , ! 12. Risk of Loss. Risk of loss to the Real Property prior to the time of closing shall ', remain in Seller. In the event that, prior to the time of closing, proceedings for the condemnation of the Real Property, or any interest therein, or any portion thereof are commenced by ,, governmental authority having jurisdiction to do so, or the Real Property, or any interest therein, � ' or any portion thereof, is damaged or destroyed, Purchaser may, at its option, terminate this � Agreement by written notice to Seller whereupon this Agreement shall be null and void and � neither party shall have any further rights, obligations, or liability hereunder. In the event of any � such condemnation, destruction or any damage to the Real Property, or any interest therein, or �',, any portion thereof, Seller agrees to fully inform Purchaser regarding any insurance providing . i coverage with respect thereto and the probable amount of any condemnation award or insurance � proceeds recoverable on account thereof, and Seller shall, if this Agreement is not terminated on 'i account thereof, at closing assign to Purchaser its rights to any such condemnation award or insurance proceeds. � I 13. Notices. All documents to be delivered and all correspondence and notices to be j given in connection with this Agreement shall be in writing and given by personal delivery or i sent by registered or certified mail, return receipt requested, postage prepaid, addressed as ; follows: ' i If to Purchaser: Hopkins Housing and Redevelopment Authority � Attention: Executive Director 1010 First Street South Hopkins, Minnesota 55343 � � If to Seller: Park Nicollet Clinic ' 3800 Park Nicollet Boulevard �� St. Louis Park, MN 55416 116 - � - , - - _ - - - --- --- , - � : ..,,.... , • Attn: Duane Spiegle With copy to: Faegre & Benson LLP 2200 Wells Fargo Center ' 90 Seventh Street South Minneapolis, MN 55402 Attn: John R. Wheaton . Each such mailed notice or communication shall be deemed to have been given to or served upon, the party to whom it is addressed on the date the same is deposited in the United States mail, postage prepaid, property addressed in the manner above provided. Either party hereto may change such party's address for the service of notice hereunder by written notice of said change to the other party hereto, in the manner above specified ten (10) days prior to the effective date of said change. 14. Assignment. Purchaser may not assign this Agreement without Seller's prior written consent, which may be withheld in Seller's discretion. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, their respective successors and assigns. 15. Commissions. Seller warrants and represents that it has dealt with no realtor or broker in connection with this transaction and will indemnify, defend and hold harmless • Purchaser against any claim made by an agent or broker for a commission or fee based on acts or agreements of Seller. Purchaser warrants and represents that it has dealt with no realtor or broker in connection with this transaction and that it will indemnify, defend and hold harmless Seller against any claim made by an agent or broker for a commission or fee based on acts or agreements of Purchaser. This Section 15 shall survive Closing or earlier termination of this Agreement. 16. Comalete A�reement. This is a final Agreement between the parties and contains their entire agreement and supersedes all previous understandings and agreements, oral or written, relative to the subject matter of this Agreement. 17. Time of the Essence. Time is of the essence in the performance of this Agreement. 18. Captions. The paragraph headings or captions appearing in this Agreement are for eonvenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. • 117 IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly , executed in its name and behalf by its duly authorized representatives, and the Seller has caused � this Agreement to be duly executed in its name and behalf by its duly authorized representatives on or as of the date first above written. Dated: SELLER PARK NICOLLET CLINIC By Name: Duane Spiegle Title: Vice President, Real Estate and Support Services � Seller Execution Page: Real Estate Purchase Agreement ' u � - 118 - - , - , -- - � -- • Dated: PURCHASER HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS By Its By Its • • Purchaser Execution Page - Real Estate Purchase Agreement 119 ACKNOWLEDGMENT BY TITLE COMPANY � First American Title Insurance Company ("Title Company") hereby acknowledges receipt of Earnest Money in the amount of Twenty-Five Thousand Dollars ($25,000) pursuant to the attached Purchase Agreement (tlie "Purchase Agreement"), and agrees to act as escrow agent and hold and disburse the Earnest Money in accordance with the terms of this Joinder and the attached Purchase Agreement. All Earnest Money shall be held in an FDIC insured, interest-bearing account with interest accruing to the benefit of Purchaser, unless Seller receives the Earnest Money pursuant � to the Purchase Agreement, in which event the interest shall also be disbursed to the Seller. � The sole duties of Title Company shall be those described herein, and Title Company shall be under no obligation to determine whether the other parties hereto are complying with � any requirements of law or the terms and conditions of any other agreements among said parties. Title Company may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other docuxnent believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Title Company's part. Title Company may consult the advice of counsel with respect to any issue concerning the interpretation of its duties hereunder. Purchaser and Seller hereby acknowledge such fact and indemnify and hold harmless Title Company from any action taken by it in good faith in reliance thereon. Title Company shall have no duty of liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in the Purchase Agreement. Title Company shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Joinder. If any dispute arises with respect � �i to the disbursement of any monies, Title Company may continue to hold the same or commence I an action in interpleader and in connection therewith remit the same to a court of competent jurisdiction pending resolution of such dispute, and the parties hereto hereby indemnify and hold harmless Title Company for any action taken by it in good faith in the execution of its duties hereunder. Title Company has executed this Joinder as of the date provided below. TITLE COMPANY: i ; First American Title Insurance Company I ; , By: I Name: I � Title: �i Date: � � � I - � � - - -: , _ �.:>:;:: --- � EXHIBIT A TO REAL ESTATE PURCHASE AGREEMENT Description of Land Parcel 1: The South 36 feet of Lot 13, and all of Lots 14, 15, 16, 17, 18, 19, and Block 4, "West Minneapolis", Hennepin County, Minnesota, together with the East half of the vacated alley in said Block 4, lying between the westerly extension of the North line of the South 36 feet of said Lot 13, and the westerly extension of the South line of said Lot 14, and including that part of the . vacated alley in said Block 4lying between the westerly extension of the North line of said Lot 15 and the Westerly extension of the South line of said Lot 17, all in "West Minneapolis", except those portions embraced within the following-described two tracts: Exception Tract A: Lot 13, except the North 14 feet thereof, and the North 18 feet of Lot 14, Block 4, together with the easterly half of the vacated alley in said Block 4, lying between the Westerly extension of the South line of the North 14 feet of said Lot 13, and westerly extension of the South line of the North 18 feet of said Lot 14, all in "West Minneapolis", Hennepin County, Minnesota. Exception Tract B: That part of Lots 15 and 16, Block 4, "West Minneapolis", described as • follows: Beginning at the Southeast corner of said Lot 15, thence Southerly along the East line of said Lot 16 a distance of 8.49 feet; thence Westerly, deflecting 89 degrees 42 minutes 54 seconds to the right a distance of 127.44 feet; thence Northerly, deflecting 90 degrees to the right a distance of 50.00 feet; thence Easterly, defecting 90 degrees to the right a distance of 127.69 feet to the East line of said Lot 15; thence South along said East line to the point of beginning. Parcel2: Tract A: Lot 13, except the North 14 feet thereof, and the North 18 feet of Lot 14, Block 4, together with the easterly half of the vacated alley in said Block 4, lying between the Westerly extension of the South line of the North 14 feet of said Lot 13, and the westerly extension of the South line of the North 18 feet of said Lot 14, all in "West Minneapolis", Hennepin County, Minnesota. Tract B: That part of Lots 15 and 16, Block 4, "West Minneapolis", described as follows: Beginning at the Southeast corner of said Lot 15; thence Southerly along the East line of said Lot 16 a distance of 8.49 feet; thence Westerly, deflecting 89 degrees 42 minutes 54 seconds to the right a distance of 127.44 feet; thence Northerly, deflecting 90 degrees to the right a distance of 50.00 feet; thence Easterly, deflecting 90 degrees to the right a distance of 127.69 feet to the East line of said Lot 15; thence South along said East line to the point of beginning. • _ A-1 EXHIBIT B TO REAL ESTATE PURCHASE AGREEMENT � Defects, Encumbrances and Leases , Leases: � None Encumbrances: [To be completed prior to signing of Option] � � A-2 ; , - - , , - -, - -- - - - .:,.... � � ,:.:.:..:..:�. o- ° " -a� "T '� . � � .' : I . �'..tdt . �' ba 7 s_. . .. � S � �; . r+ . i � � �� '�� � ��� � � ,�r j � ,t c.--° s � � ' ` ,� � �, , : t � r��'-�^`°'�'{ _ ; ` �� °� s a . ? 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