1g. Center Companies Purchase Agreement Sinclair SiteCITY OF
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
Administration
Phone: 952.2271100
Fax: 952 227,1110
Building Inspections
Phone: 952.227.1180
Fax: 952.227.1190
Engineering
Phone: 952.227.1160
Fax: 952.2271170
Finance
Phone: 9522271140
Fax: 952.227.1110
Park & Recreation
Phone: 952.227.1120
Fax: 952.227.1110
Recreation Center
2310 Coulter Boulevard
Phone: 952.227.1400
Fax: 952.227.1404
Planning &
Natural Resources
Phone: 952.227.1130
Fax: 952.227.1110
Public Works
7901 Park Place
Phone: 952.227.1300
Fax: 952.227.1310
Senior Center
Phone: 952.227.1125
Fax: 952.227.1110
Web Site
www.cichanhassen.rnn.us
MEMORANDUM
TO: Mayor & City Council
FROM: Todd Gerhardt, City Manager
DATE: June 10, 2013 �.
SUBJ: Approve Purchase Agreement with Center Companies for
Redevelopment of Ivan's Sinclair Gas Station,
7910 Dakota Avenue
PROPOSED MOTION:
"The City Council approves the Vacant Land Purchase Agreement between the
City of Chanhassen Center Companies in the amount of $85,000 for purchase
of excess right -of -way associated with the Sinclair property at 7910 Dakota
Avenue.
Approval requires a simple majority vote of the city council.
Attached please find a Vacant Land Purchase Agreement between the City of
Chanhassen and Center Companies (Attachment #1). Center Companies
President Ben Merriman has been active in redeveloping sites in Chanhassen for
the past several years, including Goodwill and Haskell's. Mr. Merriman is now
working on the redevelopment of the Sinclair Gas Station site at 7910 Dakota
Avenue (Attachment #2).
PROPOSED REDEVELOPMENT PLANS
Currently, the Sinclair gas station sits on approximately .6 acres of land. It
operates as a gas station/convenience store and sells liquid petroleum out of a
2,000 - gallon bulk storage tank just north of the store. The property is zoned
Highway Business and the site conforms to all of the city's zoning regulations
with the exception of site coverage percentage. Center Companies is proposing
to demolish the convenience store and remove both the liquid petroleum and the
underground gas tanks. In its place, Center Companies would build an 8,000 sq.
ft. retail center that would accommodate three tenants. The tenant mix includes
a coffee shop with a drive -thru, specialty sandwich shop, and the third tenant is
unknown at this time (Attachment #3). To accommodate the 8,000 sq. ft.
building, the developer intends to purchase a portion of the city -owned property
adjacent to the site.
g:\admin \tg\sinclair\cc report 6- 10- 13.docx
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
Mayor & City Council
June 10, 2013
Page 2
PROS AND CONS OF THE REDEVELOPMENT
Pros
• Could boost tax revenues (Attachment #4):
2012 Tax Estimates: Total City Portion
- Current Development Pays $17,580 $1,494.81
- After Redevelopment $48,088 $4,800.00
• More Job Opportunities: In addition to the construction jobs created by the
redevelopment, a minimum of 16 new jobs would be created by the new tenants.
• Improving the environment by correcting the contaminated soils from the previously
leaking tanks.
• Elimination of the risk associated with liquid petroleum and automobile gas.
• Improving the aesthetics of the area by introducing higher quality architecture.
• Eliminates access points off of Dakota Avenue and avoids traffic conflict.
Cons
• Potential traffic increase on Dakota and Lake Drive.
• Change in the neighborhood mix of retail.
The excess right -of -way is not buildable in its current configuration. The area is better
served by combining the two parcels (Sinclair and city parcel) for one larger
development.
TERMS OF THE PURCHASE AGREEMENT
Purchase Price: $85,000 ($3.20 per sq. foot x 26,531 sq. ft.)
Closing: No later than June 1, 2014
Real Estate Commission: Lotus Real Estate Services, 3% of purchase price or $2,550
Contingency: Sale is contingent upon the project receiving site plan approval from the city
Staff supports the proposed redevelopment and the attached purchase agreement. In most cases,
cities would provide monetary support for a redevelopment project similar to this request;
specifically, assistance with soil corrections or relocation of utilities. Selling a portion of the
city's excess right -of -way makes the project feasible for the city and developer.
Mayor & City Council
June 10, 2013
Page 3
RECOMMENDATION
Staff recommends approval of the attached Vacant Land Purchase Agreement with Center
Companies for a purchase price of $85,000.
ATTACHMENTS
1. Purchase Agreement dated May 7, 2013
2. Air Photo of the City's and Sinclair Properties
3. Proposed Redevelopment Site Plan
4. Proposed Taxes on an 8,000 sq. ft. Retail Center
VACANT LAND PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on the day of 2013, by
and between the CITY OF CHANHASSEN, a Minnesota municipal corporation, ( "Seller "), and
CENTER COMPANIES, LLC, a Minnesota limited liability company ( "Buyer ").
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell the following
property the real property located in Carver County, Minnesota, described on the Exhibit A attached
hereto and incorporated herein by reference ( "Land "), together with all easements and rights
benefiting or appurtenant to the Land (collectively the "Property")
3. PRICE AND TERMS. The total purchase price ( "Purchase Price ") for the Property included
under this Purchase Agreement is Eighty-Five Thousand and No /100 Dollars ($85,000.00). The
Purchase Price shall be payable as follows:
A. Earnest Monev. $1,000.00 as earnest money ( "Earnest Money ") which Earnest Money
shall be held by Land Title, Inc. in an interest - bearing trust account ("Title Company ") in
accordance with the Escrow Agreement attached hereto as Exhibit B. All Earnest
Money shall be: (i) distributed to Seller at the time of closing to be applied to the
Purchase Price; (ii) distributed to Seller as liquidated damages and as Seller's sole
remedy, in the event Seller performs all of its obligations under this Agreement and
Buyer fails to close as required in this Agreement. The Earnest Money will be returned
to the Buyer in the event of (i) refusal of the Seller to perform its obligations under this
Agreement; or (ii) Buyer's termination ofthis Agreement with the Contingency Period as
hereinafter set forth. Buyer's sole remedy if Seller refuses to perform its obligations shall
be to have the Earnest Money returned.
B. Balance of Purchase Price. The balance of Purchase Price in cash or by wire transfer of
U.S. Federal Funds on the Closing Date as hereinafter defined.
4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver
to Buyer a Limited Warranty Deed, conveying good and marketable title of record, subject to:
A, Reservations of minerals or mineral rights by the State of Minnesota, if any;
B. Building and zoning laws, ordinances, state and federal regulations; and
C. The lien of real property taxes and the lien of special assessments and interest due
thereon, if any, payable in the year of closing which by the terms of this Purchase
Agreement are to be paid or assumed by the Buyer.
D. Items identified in Section 9 of this Agreement;
167401v57
E. Any encumbrances shown on the title commitment to which Buyer has not objected to
prior to the expiration of the twenty (20) day period provided under Section 9 of this
Agreement ( "Permitted Encumbrances ").
5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS.
A. Prior Years' Delinquent Real Estate Taxes and Delinquent Special Assessments.
Delinquent real estate taxes payable in years prior to the year of Closing and delinquent
installments of special assessments certified for collection with real estate taxes payable
in years prior to the year of Closing, together with penalty, interest and costs, shall be
paid by Seller not later than the Date of Closing.
B. Real Estate Taxes Payable in the Year of Closing. Real estate taxes payable in the year
of Closing shall be prorated between Seller and Buyer on a calendar year basis to the
Date of Closing. Buyer shall assume installments not paid at Closing. Seller shall pay
penalty, interest and costs on any delinquent installment of taxes and special assessments
payable by Seller in the year of Closing.
C. Deferred Real Estate Taxes. Seller shall pay on Date of Closing or provide for payment
of any deferred real estate taxes (including "Green Acres" taxes under Minn. Stat. §
273.111) payment of which is required as a result of the Closing of this sale and the
recording of the Deed. Provision for payment shall be by payment into escrow of 1.5
times the estimated payoff amount of the deferred taxes.
D. Certified Special Assessments. All installments of special assessments certified for
payment with the real estate taxes payable in the year of Closing shall be paid by Seller at
Closing.
E. Pending Special Assessments. Seller shall provide for payment of special assessments
pending as of the date of this Purchase Agreement for improvements that have been
ordered by the City Council or other governmental authorities. Seller's provision for
payment shall be by payment into escrow of 1.5 times the estimated amount of the
assessments. If a special assessment becomes pending after the date of this Purchase
Agreement and before the Date of Closing, Buyer may, at Buyer's option:
(1) Assume payment of the pending special assessment without adjustment to the
purchase price of the real property; or
(2) Require Seller to pay the pending special assessment (or escrow for payment of
same as provided above) and Buyer shall pay a commensurate increase in the
purchase price of the real property, which increase shall be the same as the
estimated amount of the assessment; or
(3) Rescind this Agreement, in which case all Earnest Money shall be refunded to
Buyer.
F. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other
special assessments levied as of the date of this Purchase Agreement.
6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN
WARRANTIES. Seller warrants that buildings are entirely within the boundary lines of the
Property. Seller warrants that there has been no labor or material furnished to the Property for Seller
for which payment has not been made. Seller warrants that there are no present violations of any
restrictions relating to the use or improvement of the Property. Seller warrants that the Property is
not subject to a lien for Medical Assistance or other public assistance.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's
authorized agents shall have the right during the period from the date of this Agreement to the Date
of Closing to enter in and upon the Property in order to make, at Buyer's expense, surveys,
measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore any
resulting damage to the Property and to indemnify, hold harmless and defend Seller from any and all
claims by third persons of any nature whatsoever arising from Buyer's right of entry hereunder,
including all actions, proceedings, demands, assessments, costs, expenses and attomeys' fees. Buyer
shall not perform any invasive testing of the Property without Seller's prior written consent. Seller's
consent may be conditioned upon any restrictions that Seller deems necessary. Buyer shall provide
to Seller a copy of any such surveys, measurements, soil tests or other tests within five (5) days after
receipt.
8. POSSESSION. Seller shall deliver possession of the Property not later than the actual date
of closing.
9. TITLE INSURANCE. Within fifteen (15) days following the date of this Agreement, Seller, at
its expense, shall furnish a title insurance commitment in the full amount of the Purchase Price
issued by Land Title, Inc. ( "Title Company ") or another title insurance company reasonably
satisfactory to Buyer, certified to date to include proper searches covering bankruptcies, state and
federal judgments and liens, by which said company commits to issue its policy of title insurance that
insures that at closing Buyer shall have good, marketable and insurable title of record to the
Premises, free and clear of all liens, encumbrances, leases except for the following:
(i) All declarations, covenants, conditions, drainage and utility easements
currently of record;
(ii) Zoning and all other governmental ordinances, regulations, requirements and
laws;
(iii) Those exceptions shown on the Commitment;
(iv) Easement in favor of Northern States Power Company dated December 22,
1097, filed 1/8/1988 as Document No. 93091;
(v) License in favor of U.S. Communications, Inc. dated June 27,1991, filed July
3, 1991 as Document No. 125470;
(vi) Driveway Easement dated March 19, 2005, filed April 6, 2005 as Document
No. A411280;
Buyer shall be allowed twenty (20) business days after receipt of the title commitment and land
survey for examination of title and making any objections, which shall be made in writing or deemed
waived.
10. TITLE CORRECTIONS AND REMEDIES. Seller shall have twenty (20) business days
from receipt of Buyer's written title objections to notify Buyer of Seller's intention to make title
marketable within one hundred twenty (120) days from Seller's receipt of such written objections. If
notice is given, payments hereunder required shall be postponed pending correction of title, but upon
correction of title within ten (10) days after written notice to Buyer, the parties shall perform the
Agreement according to its terms. If no such notice is given, or if notice is given but title is not
corrected within the time provided for, this Agreement shall be null and void, at the option of Buyer,
and in such case, neither parry shall be liable for damages hereunder to the other.
11. NOTICES. All notices required herein shall be in writing and delivered personally or mailed
to the address as shown at Paragraph 1, above and if mailed, are effective as of the date of mailing.
12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota.
13. WELL DISCLOSURE. [Check one of the following: ]
XX Seller certifies that Seller does not know of any wells on the Property.
Wells on the Property are disclosed by Seller on the attached Well Disclosure form.
14. DISCLOSURE OF INDIVIDUAL ON -SITE SEWAGE TREATMENT SYSTEM.
[Check one of the following: J
XX Seller certifies that Seller does not know of any individual on -site sewage treatment
systems on the Property.
Individual on -site sewage treatment systems on the Property are disclosed by Seller on the
attached Disclosure form.
15. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES.
A. Seller, as part of the consideration therefore, represents warrants, and covenants with
Buyer and its successors and assigns that:
(1) Seller has the present full authority and power to execute this Agreement and to
close the sale of the Property.
(2) That Seller has not received notice of (a) any actual or pending litigation or
proceeding by any organization, person, individual or governmental agency
against Seller with respect to the Property or against the Property, (b) any
violation of the Property's compliance with applicable fire safety laws, building
code ordinances, zoning ordinances or any similar statutes, ordinances, laws,
rules or regulations, (c) any condition, defect or inadequacy which, if not
corrected, would result in the termination of, or increase in the cost of, insurance
coverage, (d) any proceedings which could cause the change, redefinition or other
modification of the zoning classifications or of other legal requirements
applicable to the Property or any part thereof, or (e) any pending or threatened
condemnation proceeding that would affect the Property.
(3) Except as set forth in Section 9, on the Date of Closing there will be no (a)
outstanding leases or occupancy agreements, or (b) outstanding contracts made
by Seller for any improvements to the Property which have not been fully paid for
or for which Seller shall make arrangements to pay off except such contracts as
shall be agreed upon by Seller and Buyer for improvements to the Property and
Seller shall cause to be discharged all mechanic's or materialmen's liens arising
from any labor or materials furnished to the Property prior to the Date of Closing.
(4) Seller will not, without the prior written consent of Buyer:
(a) construct or enter into any agreement or commitment to construct any
improvement or alteration to the Property; or
(b) enter into or consent to any lease, easement, covenant or other obligation
affecting the Property or alteration to the Property except as provided herein.
(5) Seller shall deliver to Buyer a written notice of the commencement of any legal
action by any governmental authority or third party affecting the Property and
will make no concessions or settlements with respect to any such action without
Buyer's prior written consent.
(6) Seller is not a foreign person, as such tern is defined in Section 1445(f)(3) of the
Internal Revenue Code of 1986, as amended, and shall deliver an affidavit to that
effect at closing, which shall be in form and substance reasonably acceptable to
Buyer.
B. All of Seller's covenants, representations and warranties in this Agreement shall be true
as of the date hereof and of the Closing Date, and shall be a condition precedent to the
performance of Buyer's obligations hereunder.
C. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below.]
X Seller represents that Seller does not know if there are historical, native
5
American, or archeological materials on or in the property that might be protected by law.
_ Seller represents that the property does not have any American Indian burial
grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or
other archeological sites that are protected by federal or state law. Buyer's obligation to
close is contingent upon Buyer determining to Buyer's satisfaction that the property does
not have any American Indian burial grounds, other human burial grounds, ceremonial
earthworks, historical materials, and/or other archeological sites that are protected by
federal or state law.
16. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the warranties and
representations in this Purchase Agreement by executing and delivering a Minnesota Uniform
Conveyancing Blank (Form No. 116 -M, 117 -M, or 118 -M] Affidavit of Seller.
17. CLOSING. The closing (the "Closing ") of the purchase and sale contemplated by this
Agreement shall occur at a location designated by Buyer, and shall occur on or before June 1, 2014
( "Closing Date "). At closing, Seller and Buyer shall disclose their Social Security Numbers or
Federal Tax Identification Numbers for the purposes of completing state and federal tax forms.
18. CLOSING DOCUMENTS.
A. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively
the "Closing Documents "):
(1) Limited Warranty Deed. A Limited Warranty Deed in recordable form and
reasonably satisfactory to Buyer, which shall include the following well
representations: "Seller certifies that the Seller does not know of any wells on
the described Property."
(2) Seller's Affidavit. A standard form affidavit by Seller indicating that on the date
of Closing there are no outstanding, unsatisfied judgments, tax liens or bankrupt-
cies against or involving Seller or the Property; that there has been no skill, labor
or material furnished to the Property for which payment has not been made or for
which mechanic's liens could be filed; and that there are no other unrecorded
interests in the Property.
(3) Non - Foreign Person Certification. A certification in form and content
satisfactory to the parties hereto and their counsel, properly executed by Seller,
containing such information as shall be required by the Internal Revenue Code,
and the regulations issued there under, in order to establish that Seller is not a
"foreign person" as defined in § 1445(f)(3) of such Code and such regulations.
(4) Storage Tanks. If required, an affidavit with respect to storage tanks pursuant to
Minn. Stat. § 116.48.
N
(5) Well Certificate. If there is a well located on the Property, a well disclosure
certificate in form and substance true to form for recording.
(6) Certification. A certification that the representations and/or warranties made by
Seller is materially the same as were in existence on the date of this Agreement or
noting any changes thereto; and
(7) Other Documents. All other documents reasonably determined by either party
or the title insurance company to be necessary to transfer and provide title
insurance for the Property.
B. At the Closing, Buyer shall execute and deliver to Seller the following:
(1) All documents reasonably determined by either party or the title insurance
company to be necessary to provide title insurance for the Property;
(2) Payment of the Purchase Price.
19. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as
follows:
A. Buyer shall pay:
(1) Recording fee for the Limited Warranty Deed;
(2) One -half of the closing fee charged by the Title Company; and
(3) The premium for owner's title insurance, including survey coverage.
B. Seller shall pay:
(1) All costs of obtaining a title insurance commitment;
(2) State deed tax;
(3) One -half of the closing fee charged by the Title Company; and
(4) Conservation fee attributable to the Limited Warranty Deed
20. ADDITIONAL TERMS.
A. Buyer's Contingencies. Buyer's obligations under this Agreement are contingent upon
the following ( "Buyer's Contingencies ") expressly contingent upon Buyer's satisfaction
with each of the following prior to Closing:
(1) The representations and warranties of Seller set forth in this Agreement must be
true as of the date of this Agreement and on the Closing Date, and Seller shall
have delivered to Buyers at Closing a certificate dated the Closing Date, signed
by Seller, certifying that such representations and warranties are true as of the
Closing Date.
(2) Buyer determining on or before the Closing Date, that it is satisfied, in its sole
discretion, with the results of matters disclosed by a Phase I Environmental Audit
or by any environmental /engineering investigation or testing of the Property
performed by Buyer or Buyer's agent. By executing this Agreement, Seller
hereby authorizes Buyer to enter upon the Property at reasonable times to conduct
the investigations and/or tests described herein. Buyer shall be solely responsible
for all environmental tests and shall hold Seller harmless from any such costs and
shall indemnify Seller for breach of this provision including reasonable attorneys'
fees.
(3) Buyer shall have obtained financing in an amount satisfactory to Buyer in its sole
discretion.
(4) Buyer shall obtain approval from all governing authorities for Buyer
contemplated re- development project all in Buyers sole discretion.
Seller and Buyer agree that the transaction contemplated herein is contingent upon the
performance or resolution of the contingencies contained in this Section. In the event any
of the Contingencies have not been satisfied or waived, in the sole and absolute judgment
of Buyer by the May 1, 2014 ("Contingency Period "), the Buyer may terminate this
Agreement by giving written notice to the Seller. The Contingencies are for the sole
benefit of the Buyer and the Buyer shall have the right to waive any or all of the Buyer
Contingencies by written notice to the Seller. Termination of this Agreement by Buyer
as a result of any of the Contingencies not being satisfied shall result in both parties
hereto being relieved of any further rights, responsibilities or obligations hereunder other
than the return of the Earnest Money to Buyer. Upon Termination of this Agreement by
Buyer, Buyer shall execute a Quit Claim Deed of the Property to the Seller terminating
Buyer's interest in this Purchase Agreement.
B. Seller's Cominizencies. Seller's obligations under this Agreement are contingent upon
the following ( "Seller's Contingencies ") expressly contingent upon Seller's satisfaction
with each of the following prior to Closing:
(1) Buyer and Seller entering into a Site Plan Agreement for the Property,
approved by the Chanhassen City Council.
Seller and Buyer agree that the transaction contemplated herein is contingent upon the
performance or resolution of the contingencies contained in this Section. In the event any
of the Contingencies have not been satisfied or waived, in the sole and absolute judgment
of Seller by the May 1, 2014 ( "Contingency Period "), the Seller may terminate this
Agreement by giving written notice to the Buyer. The Contingencies are for the sole
benefit of the Seller and the Seller shall have the right to waive any or all of the Seller
Contingencies by written notice to the Buyer. Termination of this Agreement by Seller
as a result of any of the Contingencies not being satisfied shall result in both parties
hereto being relieved of any further rights, responsibilities or obligations hereunder other
than the return of the Earnest Money to Buyer. Upon Termination of this Agreement b
by Seller, Buyer shall execute a Quit Claim Deed of the Property to the Seller terminating
Buyer's interest in this Purchase Agreement.
C. "AS IS" Purchase. Except as set forth in this Purchase Agreement or any document
contemplated hereby, (i) the Property is being sold, conveyed, assigned, transferred and
delivered "as is, where is" on the date hereof, and in its condition on the date hereof,
"with all faults," and Seller is not making, and expressly disclaims, any other
representation or warranties written or oral, statutory, express or implied, concerning the
Property, including but not limited to, representations or warranties relating to value or
quality of the Property or with respect to this Purchase Agreement or the transactions
contemplated hereby or thereby, and (ii) Seller specifically disclaims any representation
or warranty of merchantability, usage, suitability or fitness for any particular purpose
with respect to the Property or any part thereof, or as to the workmanship thereof, or the
absence of any defects therein, whether latent or patent.
21. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement.
22. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase
Agreement.
23. MULTIPLE ORIGINALS. Seller and Buyer have signed two (2) originals of this Purchase
Agreement.
24. REAL ESTATE COMMISSION. Seller is responsible for a 3% sales commission to Lotus
Real Estate Services.
0
The City agrees to sell the Property for the price and terms and conditions set forth above.
SELLER:
CITY OF CHANHASSEN
M
Dated: 2013
The Buyer agrees to buy the Property for the price and terms and conditions set forth above.
BUYER:
CENTER COMPANIES, LLC
IC
11
Dated: 2013
EXHIBIT A
PROPERTY:
Outlot One (1), Chanhassen Estates, Carver County, Minnesota EXCEPT that part of Outlot One (1)
Chanhassen Estates, described as follows:
Beginning at the intersection of the East line of said Outlot 1, with a line hereafter described as "Line
A" (said Line "A" is a line 50.00 feet Southeasterly of, measured at right angles to and parallel with
that part of the Southerly right of way line of State Highway No. 5, as shown on said plat which has a
radius of 2764.79 feet); thence South along the East line of said Outlot 1, a distance of 200.00 feet;
thence West at right angles to said East line, a distance of 150.00 feet; thence Northwesterly to a
point on said "line A", distant 200.00 feet Southwesterly, measured along said "Line A" from the
point of beginning; thence Northeasterly along said "Line A" a distance of 200.00 feet to the point
of beginning.
PIPA
EXHIBIT B
ESCROW AGREEMENT
The undersigned, Land Title, Inc. ( "Escrow Agent ") acknowledges receipt of One Thousand and
No /100 Dollars ($1,000.00) (the "Deposit ") to be held by it pursuant to the terms of the Purchase
Agreement attached to this Escrow Agreement. Escrow Agent agrees to hold the Deposit in
accordance with the terns of the Purchase Agreement and disburse the same strictly in accordance
with such terms. Escrow Agent shall invest the Deposit in such interest - bearing accounts or
instruments as shall be approved by both the Buyer and the Seller. Interest shall accrue for the
benefit of Buyer and shall become part of the Earnest Money.
Seller represents that its Tax I.D. Number is as follows: 41- 0885331.
Buyer represents that its Tax I.D. Number is as follows:
The sole duties of Escrow Agent shall be those described herein, and Escrow Agent 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. Escrow Agent may
conclusively rely upon and shall be protected in acting upon any notice, consent, order or other
document believed by it to be genuine and to have been signed or presented by the proper party or
parties. Escrow Agent shall have no duty or liability to verify any such notice, consent, order or
other document, and its sole responsibility shall be to act as expressly set forth in this Agreement.
Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in
connection with this Agreement unless first indemnified to its satisfaction. Escrow Agent may
consult with respect to any question arising under this Agreement and shall not be liable for any
action taken or omitted in good faith upon advice of such counsel.
The fees and charges of the Escrow Agent shall be paid as follows: one -half of such fees and charges
shall be paid by Seller and one -half of such fees and charges shall be paid by Buyer.
Dated:
ESCROW AGENT:
LAND TITLE, INC.
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Its:
Dated:
Dated:
SELLER:
CITY OF CHANHASSEN
I -ilk," 'A
CENTER COMPANIES, LLC
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