BCOL Advisory Council Agenda Packet 10-02-2015BCOL ADVISORY COUNCIL AGENDA: March 6, 2015
BERTRAM CHAIN OF LAKES REGIONAL PARK
�h ADVISORY COUNCIL MEETING AGENDA
M
C H A I N 0 �
FRIDAY, OCTOBER 2, 2015
C H A N
LAKES 8:00 A.M.
REGIONAL PARK BRIDGE ROOM, MONTICELLO COMMUNITY CENTER
1. Call to Order
2. Consideration of Approving Minutes From August 7, 2015
3. Consideration of adding to and approving the agenda
4. Athletic Complex— Review Athletic Park Concepts (Tom /Angela)
5. Review and Recommendation of Revised MOU (Marc /Angela)
6. Review and Recommendation of Phase 7 and 8 Purchase Agreements (Marc /Angela)
7. Joint Powers Update (Marc /Angela)
8. Bertram Programs Update (Kitty)
9. Friends of Bertram Update (Jim and Martyn)
10. Discussion of Added Items
11. Schedule Next Meeting — November 6, 2015
12. Adjourn
MINUTES
BERTRAM CHAIN OF LAKES REGIONAL PARK ADVISORY COUNCIL
Friday, August 7, 2015, 8:00 a.m.
Bridge Room, Monticello Community Center
Advisory Council Members Present: Martyn Dibben, Jim Hayes, Kim Hewson - Garber, Tom
Jahnke, Jim Lindberg, Larry Nolan, Wes Olson, Scott Peterson, Glen Posusta, Brian Stumpf
Members Absent: Mark Daleiden, Pat Sawatzke, Sandra Theros
Staff Present: Beth Green, Brad Harrington, Stacy Marquardt, Marc Mattice, Tom Pawelk,
Angela Schumann
Others Present: Tim Hennagir, Michelle Hertwig, Summer Hertwig, Nancy McCaffrey, Brian
Stoll
1. Call to Order.
Martyn Dibben called the meeting to order at 8:05 a.m. and declared a quorum present.
2. Consideration of approving minutes from June 5, 2015 meeting.
WES OLSON MOVED TO APPROVE THE MINUTES FROM THE JUNE 5, 2015 REGULAR
MEETING. MOTION SECONDED BY JIM LINDBERG. MOTION CARRIED
UNANIMOUSLY, 10 -0.
3. Consideration of adding to and approving the agenda.
TOM JAHNKE MOVED TO APPROVE THE AGENDA MODIFYING THE SEQUENCE.
MOTION SECONDED BY LARRY NOLAN. MOTION CARRIED UNANIMOUSLY, 10 -0.
4. Work scheduled for amphitheater upgrade /repairs.
Marc Mattice said that an Eagle Scout will be working on the amphitheater improvements and
noted that there is money budgeted for materials and the scout will start in work in September.
Work will include power washing, replacing boards as needed, securing boards, redoing the
treadways and doing some landscaping around the edges. Mattice noted that volunteers from the
Friends of Bertram are welcome to help on the weekends in September.
5. 2016 rental facilities, available dates and fee schedule.
Marc Mattice said that they will have the amphitheater available for rent in 2016. The Wright
County Parks Commission will add that to the fee schedule and the reservation page. Mattice noted
that if someone has booked a reception at the Monticello Community Center, they can go online to
book their wedding ceremony at the park for a "package deal" so to speak. Reservations open the
first Monday in January. Mattice said that he is meeting with the YMCA to determine the
availability of some of their new facilities for rentals next season. At this time, they have agreed
to the arts & crafts pavilion and the nature pavilion for weekend reservations to the public. Wright
BCOL Regional Park Advisory Council Meeting Minutes: June 5, 2015
County staff will coordinate the rentals including setup /cleanup. Mattice proposes that the Wright
County Parks retain the rental fees since it is Wright County staffing and this will help to offset the
maintenance costs. The rates will be consistent with current Wright County rental rates of
$75 /amphitheater and $50 /shelter. The County Board will adopt the official fee schedule in
September.
TOM JAHNKE MOVED TO AUTHORIZE THE RENTAL FEES BE GIVEN ENTIRELY TO
WRIGHT COUNTY TO OFFSET THE WRIGHT COUNTY PARKS STAFF MAINTENANCE
COSTS. MOTION SECONDED BY SCOTT PETERSON. MOTION CARRIED
UNANIMOUSLY, 10 -0.
6. Phase 2 natural themed playground update.
Michelle Hertwig said that the Rotary is interested in helping with Phase 2 of the playground and
she would personally like to keep working with the group. A small tot area for ages 2 -5 has been
identified as a need for the playground. Hertwig said she will continue to be the contact for the
Rotary and she would like to meet with the Friends and the County to see where everything is at so
that they can begin the next grant application process. Jim Lindberg said they have also identified
a need for trees along the south side of the new playground for shade and that could be part of Phase
2. Marc Mattice will work on quotes for a small tot area and communicate with the group for the
next phase of the playground.
7. Parcel 12 — Consider and review management options for 2016.
Marc Mattice indicated that latest acquisition includes Parcel 12 and discussed options for
management of the area in 2016. This is the area including the horse barn and pasture at the
southwest corner of the park along 90th Street & Briarwood Avenue (a 40 -acre parcel). Mattice
said that this is the last year for horses in the horse camp and without the horses in the pasture the
concern is that the area will become severely overgrown with weeds. T. Looking at that we can't
just pull the horses off and think it's going to be good and it will be one big mess. Options to
consider for maintaining the area include:
A. Grazing Pasture: Working with a farmer to rent the area for grazing cattle, sheep or goats.
Concerns are that the grazing will cause the same issues down the road with weeds and
compaction.
B. Contract Farming: Working with a local farmer to till it up and manage the area for a
future restoration project. Mattice noted that there are conservation partnership grants
available for restoration projects; however, with the grant application and award process,
it would put the restoration out to 2018. In the meantime, working with a farmer may be
the best solution. Tom Pawelk said his recommendation would be to talk to Mark Holker
and he worked on the east side of the project and he could row crop it.
C. Horse Pasture: Ask the YMCA if they would consider keeping their horses there for a
rental fee but not using other areas of the park. Mattice said that the rental fee would only
cover the taxes as this option would be a higher tax rate.
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BCOL Regional Park Advisory Council Meeting Minutes: June 5, 2015
Larry Nolan inquired about the long term goal for the property. Mattice said that the Natural
Resource Plan is to restore that area to Oak Savannah and other than that, nothing else has been
decided for that area of the park.
Tom Jahnke suggested treating the pasture with a broadleaf herbicide to keep it in grassland and
then convert to forests after a grant is received. Mattice noted that the land is too heavily
compacted at this time and needs to be worked up before any restoration planting can occur.
TOM JAHNKE MOVED TO RECOMMEND PURSUING A CONTRACT WITH A LOCAL
FARMER TO OFFER THE LAND TO THEM WITH AN AGREEMENT FOR THE FARMER
TO DO THE SITE PREPARATION SIMILAR TO THE AGREEMENT AT NYE PARK WITH
CHEMICAL RESTRICTIONS. MOTION SECONDED BY JIM LINDBERG. MOTION
CARRIED UNANIMOUSLY, 10 -0.
8. Athletic Complex — Stakeholder interview between Advisory Council, Monticello
Parks Commission and the consulting engineer, WSB & Associates.
Angela Schumann noted that this is the Advisory Council and Parks Commission's initial
opportunity to provide input and guidance on the development of the Athletic Complex Master Plan
at Bertram. Schumann introduced Jason Amberg and Breanne Rothstein from WSB & Associates,
the consulting engineer. Amberg explained that they are in the very initial stages of the planning
process and they are looking for the Advisory Council's perspective. They are gathering all the
information they can for the first part of the planning process by asking the various groups for input
and brainstorming on three main topics:
Name your favorite things about Monticello Parks.
Name your least favorite things about Monticello Parks.
Name things you would like to see added to Monticello Parks.
The Advisory Council was asked to put every idea on a post -it note to be added to each of the three
categories listed. Rothstein explained that after they gather all of the information they will host a
public open house on September 17th at the MCC to ask the public for community visioning and
will incorporate those ideas into the plan as well. Schuman said that she will email out the detailed
project schedule that was included in the RFP.
9. Status report on YMCA Day Camp facility construction.
Marc Mattice distributed photos of the progress of the new YMCA Day Camp facilities. Mattice
said according to the operating agreement the facilities will be open to the public outside the camp
hours and the YMCA will be charging admission. The new facilities are expected to be completed
by September with opening of the new Camp Manitou for the 2016 season.
10. Bertram programming and event updates.
Angela Schumann shared the programming updates and noted the Blazin' Thru Bertram Phillip
LaVallee Memorial Run is planned the Saturday of Labor Day Weekend, September 5th. Race day
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BCOL Regional Park Advisory Council Meeting Minutes: June 5, 2015
registration begins at 7:30 with the run starting at 9:00 a.m. Volunteers are requested for the event.
A schedule will be sent out schedule to the Advisory Council for volunteering.
Marc Mattice said the mountain bike trails are very popular and the trails at Bertram have been
ranked the #2 trails in the St. Cloud area and #55 in the state.
11. Friends of Bertram update.
Jim Lindberg said that the Friends were at the Walk & Roll in June and that event was well
attended. The combined efforts between the Rotary, the Friends, Wright County and Monticello
Parks to complete the playground worked very well they have received good feedback about the
natural theme playground. Lindberg said the Friends will be happy to help with the amphitheater
improvements in the fall.
12. Joint Powers Update.
Angela Schumann said that the BCOLAC agreed to the draft joint powers agreement at a previous
meeting. However, at the county level there are some concerns about how the insurances would
work together if there was an issue at the park. The direction appears to be to keep the structure of
the agreement as is now with some fine tuning that will more clearly delineate the responsibility
form an insurance perspective of the two organizations. The County will be primarily responsible
for the larger passive area of the park and the City will be responsible for the active athletic area of
the park. The goal is for the County attorney and the two insurance trusts to work through the final
language and come to an agreement at which time the JPA will come back to the Advisory Council
for final review before goes onto the City Council and the County Board for approval. Marc
Mattice said they should have the agreement for review to the Advisory Council at the October
meeting.
13. 2015 work plan update.
Marc Mattice discussed the work plan progress thus far including:
• Directional Signs: The directional signs to the park have been installed along the road right
of ways.
• Single Track Trails: Contractor work was completed and continuing to work with MORC
on weekly trail building and maintenance.
• Rotary Playground: The first phase of the natural playground is complete and will be
working with the Rotary and the Friends on the second phase for next year.
• Amphitheater Improvements: The Eagle Scout will be working on the improvements in
September.
• Beach Trail: The walking trail from the new parking area to the beach has been completed
to allow users easier access with strollers, wagons, etc.
• Park Road Extension: The turnaround at the beach has been completed and the Highway
Department will need to come back this fall to complete the road with cub cutting, filling,
grading and Class 5 after the YMCA construction is complete. Weather permitting the goal
is to complete the end of October/November.
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BCOL Regional Park Advisory Council Meeting Minutes: June 5, 2015
• Landscaping Long Lake Fishing Pier: The landscaping improvements around the fishing
pier at Long Lake will be pushed out to next year.
• Landscaping Picnic Area: The picnic area has been completed around the playground but
will push out the improvements on the east side of the beach to next year.
14. Maintenance of trails and park access.
Marc Mattice said that crews have been working on the hiking trail system and maintenance. They
are keeping the trails a little wider at this time as they continue to extend the trails. Mattice said
there were some issues earlier in the spring with the treatment of buckthorn along the trail with
herbicide and those practices have since been evaluated and remedied and it is a matter of educating
the maintenance crews. The ski trails will be wider in the winter to allow for the grooming
equipment to get through. In general Mattice noted the walking trails will be 6 -8' wide and the ski
trails will be 12 -14' wide. It's also important that the trails allow access for emergency vehicles
and the county maintenance equipment such as the ranger
15. Discussion of added items.
None.
16. Schedule next meeting October 2, 2015, and take action to cancel September
meeting.
Marc Mattice proposed canceling the September meeting as it falls on the Friday before Labor
Day weekend. Angela Schumann suggested to keep the meeting date but rather for members that
are available to meet on site to tour the improvements to the park and the new YMCA camp.
Consensus is to send out a notice of an informal meeting with no action items for any members
interested in touring the park on Friday, September 4, 2015, at 8 a.m.
17. Adiourn.
TOM JAHNKE MOVED TO ADJOURN THE MEETING AT 10:07 A.M. MOTION
SECONDED BY GLEN POSUSTA. MOTION CARRIED UNANIMOUSLY, 10 -0.
Recorder: 6�3eth &rem
Administrative Assistant
Approval Date:
Attest:
Martyn Dibben, BCOLAC Chairman
5
SIXTH ADDENDUM TO MEMORANDUM OF UNDERSTANDING
BETWEEN THE COUNTY OF WRIGHT, THE CITY OF MONTICELLO
AND YOUNG MEN'S CHRISTIAN ASSOCIATION
OF THE GREATER TWIN CITIES
RE: YMCA /BERTRAM LAKE REGIONAL PARK PROJECT
This document is the Sixth Addendum to a Memorandum of Understanding dated December 16, 2008 (the
"MOU ") between the County of Wright, (hereinafter referred to as "County "), the City of Monticello,
(hereinafter referred to as "City "), (both collectively referred to as "Buyers "), and Young Men's Christian
Association of the Greater Twin Cities (hereinafter referred to as "YMCA and as "Owner ").
:1X6]IIL\1141
The Buyers and Owner previously made addenda to the MOU: a First Addendum to Memorandum of
Understanding dated December 16, 2008 (the "First Addendum "), a Second Addendum to Memorandum of
Understanding dated June 10, 2010 (the "Second Addendum "), a Third Addendum to the Memorandum of
Understanding dated December 13, 2011 (the "Third Addendum ") a Fourth Addendum to the
Memorandum of Understanding dated December 16, 2013 (the "Fourth Addendum "), a Fifth Addendum to
the Memorandum of Understanding dated June 3, 2014 (the "Fifth Addendum ", in order to accommodate
revisions to the parcel descriptions and the schedule for closing the incremental transactions.
The Parties seek to continue to pursue the purchase and sale of the Property for the sum of $20,500,000.00
as described in the MOU (as modified by the First Addendum, Second Addendum, Third Addendum, Fourth
Addendum and Fifth Addendum) and to continue to collaborate in using the Property for programs to
provide opportunities for youth, teens, and families for outdoor environmental and recreational
experiences.
It is the intent of Buyers and Seller that the MOU as modified by the First Addendum, Second, Third, Fourth,
and Fifth Addendum remains in full force and effect except as modified by this Sixth Addendum.
This Sixth Addendum is made for the purposes of further revising the parcel descriptions and the schedule
for closing the incremental transactions.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
Incremental Transactions: Paragraph 5 of the MOU addresses incremental transactions, and indicates the
order in which such transactions are to occur. Each transaction is to be the subject of a separate Definitive
Agreement. The seventh incremental transaction just completed provided for the conveyance of Parcels 1B
and 4A. Accordingly, Paragraph 5 of the MOU shall now be modified to reflect that the incremental
transactions will be closed and completed in the following order and will include such segments of the
Property as are identified below.
1. Parcels 5A, 6 and 11, purchase completed December 2008.
2. Parcel 5B, purchase, completed June 2010.
3. Parcel 7A, purchase, completed November 2011
4. Parcels 9, 10 and 12, completed December 2013
5. Parcels 5C, 7B, 8A, completed June 2014
6. Parcels 1A, 813, completed June 2014
7. Parcel 1 B and 4A, Completed November, 2015
8. Parcel 4B, Scheduled for 2016
9. Parcels 1C, and 2
10. Parcel 3A (Xcel Easement) and 3B
Total Cash Price: Paragraph 10 of the MOU addresses the total cash price to be paid by the Buyers to the
YMCA for all parcels. The Parties reaffirm their intention that the purchase and sale of the Property shall be
for a total price of $20,500,000.00 allocated among the segments of parcels as described herein. For the
purpose of this ongoing agreement and the transactions contemplated herein the Total Cash Price is
allocated among the parcels as follows:
Parcel
Market Value Allocation
1C, 2
$1,015,500
........................................................................................................................................................
3B
...............................
$3,526,733
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
4B
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,400,180
SUBTOTAL
$5,942,413
5A, 6, 11
$3,600,000
................................. 5. ..........................................................................................................
6
...............................
$1,099,256
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
7A
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,275,500
.... 1.... 1 _ ..............................................................................................
9,0,2
............................
$1,241,333
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
5C,7B, 8A
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,807,000
........................... ............................... ................................................................................................
1A, 8 B
............................... ..............................
$1,004,000
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
3A (Xcel)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17,100
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
1B
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$240,578
. . . . . . . _ . . . . ............................................... . . . . . . . . . . . . . . . . . .. . . .
4A
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,272,820
TOTAL
$20,500,000
The parties have reviewed an appraisal document which opines that the total value of the Property is
$13,131 greater than the above allocations. Accordingly, the allocated price for parcel 3A, a future
incremental transaction, has been adjusted to account for that differential.
Ground Lease and Operating Agreements
In 2014, the parties entered into a ground lease and operating agreement for the operation of YMCA Day
Camp Manitou within Bertram Chain of Lakes Regional Park. The terms of these documents reflect the
ongoing operations for YMCA Day Camp Manitou within Bertram Chain of Lakes Regional Park and govern
use, occupancy, operations, maintenance, and programming of the YMCA Day Camp Manitou and Bertram
Chain of Lakes Regional Park.
Closing Date: Paragraph 13 of the MOU addresses the initial closing date and end date of this MOU. The
purchase and sale of each segment shall close as described in the Definitive Agreement for each segment.
Term of Future Purchase Option. The Fifth Addendum of the MOU would have the purchase opportunity
terminate on December 31, 2015. The Parties agree to extend that deadline one year, until December 31,
2016.
SIGNATURE PAGE FOLLOWS
Dated:
Dated:
Dated:
COUNTY OF WRIGHT
Chairperson, County Board
County Coordinator
CITY OF MONTICELLO
Mayor
City Administrator
YOUNG MEN'S CHRISTIAN
ASSOCIATION OF THE GREATER
TWIN CITIES
Glen Gunderson, President and Chief
Executive Officer
Gregory W. Waibel, Chief Financial Officer
4834 -5822 -2121, v. 1
PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on the day of , 2015,
(the "Effective Date ") by and between the CITY OF MONTICELLO, a Minnesota municipal
corporation ( "City "), and WRIGHT COUNTY OF MINNESOTA, a political subdivision of the
State of Minnesota ( "County ") (collectively referred to herein as "Buyers "), and YOUNG MENS
CHRISTIAN ASSOCIATION OF THE GREATER TWIN CITIES, a Minnesota corporation
( "Seller ").
2. OFFER/ACCEPTANCE. Buyers agree to purchase and Seller agrees to sell real property (the
"Property ") located in Monticello Township, County of Wright, State of Minnesota, legally
described in Exhibit "A" attached hereto and incorporated herein.
3. PRICE AND TERMS. The price for the Property included under this Purchase Agreement is
two million, two hundred seventy -two thousand, eight hundered twenty and No /100ths
($2,272,820) Dollars, which Buyers shall pay in cash on the DATE OF CLOSING, as hereinafter
defined.
4. DEED /MARKETABLE TITLE. Upon performance by Buyers, Seller shall execute and
deliver a Limited Warranty Deed, conveying good and marketable title of record to Buyers as
tenants in common, subject to only to the following exceptions (collectively, "Permitted
Exceptions "):
A. Building and zoning laws, ordinances, state and federal regulations;
B. Exceptions to title which constitute encumbrances, restrictions, or easements of record;
C. Exceptions to title not of record which are disclosed to Buyers and approved by Buyers;
D. Matters disclosed in any survey of the Property or which a correct survey of the Property
would show; and
E. Property Taxes and Assessments.
5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS.
A. Seller shall pay all general real estate taxes and installments of special assessments due and
payable in the year prior to the Date of Closing and in years prior thereto. Real estate taxes
due and payable in and for the year of closing shall be prorated between Seller and Buyers
on a calendar year basis to the actual Date of Closing;
B. Seller shall not be required to pay any future installments of any special assessments;
C. Seller shall pay on date of closing any deferred real estate taxes (including "Green Acres"
taxes under MINN. STAT. §273.111) or special assessments payment of which is required
as a result of the closing of this Agreement;
D. Buyers shall pay real estate taxes and any installments of special assessments due and
payable in the year following closing and thereafter.
6. SELLER'S LIEN WARRANTIES. Seller warrants that there has been no labor or material
furnished to the Property for Seller for which payment has not been made. These warranties shall
survive the delivery of the Deed or Contract for Deed for a period of six (6) months.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyers and Buyers'
authorized agents shall have the right during the period from the date of this Agreement to 120
days after the Effective Date to enter in and upon the Property in order to make, at Buyers'
expense, surveys, measurements, soil tests and other tests that Buyers shall deem necessary.
Buyers agree to promptly pay all costs incurred; to immediately restore any resulting damage to
the Property and to indemnify, hold harmless and defend Seller and the Property from any and
all claims or liability of any nature whatsoever related to Buyers' actions hereunder, including all
actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyers 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. Buyers 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 BY SELLER. Seller shall, within a reasonable time after acceptance
of this Agreement, furnish a title insurance commitment certified to date to include proper
searches covering bankruptcies, state and federal judgments and liens, and levied and pending
special assessments. Seller is not required to provide an abstract of title. Seller shall pay all
costs associated with the issuance of such commitment. Buyers shall pay the premium for the
owner's and mortgagee's policy of title insurance. The commitment for title insurance shall be
issued in the full amount of the Purchase Price by a title insurance company in good standing and
duly authorized to do business in Minnesota ( "Title Insurer ").
The commitment for title insurance shall be issued in the full amount of the Purchase
Price by Title Insurer by which said company commits to issue its policy of title insurance that:
(1) Insures that at Closing Buyers shall have marketable and insurable title of record
to the Property, free and clear of all liens, encumbrances, leases, claims and
charges, all material easements, rights -of -way, covenants, conditions and
restrictions and any other matters affecting title, except for Permitted Exceptions
and such matters as are approved by Buyers in writing.
(2) Waives or insures against the following standard exceptions:
(a) Facts which would be disclosed by a comprehensive survey of the
Property, but only if Buyers timely deliver a survey of the Property in
form acceptable to the title company;
(b) Rights and claims of parties in possession; and
(c) Mechanic's, contractor's and material liens and lien claims.
Buyers shall be allowed ten (10) business days after the receipt of the title commitment
for examination of title and making any objections, which shall be made in writing or deemed
waived. If any objection is so made, Seller shall have ten (10) business days from receipt of
Buyers' written title objections ( "Seller's Election Notice Period ") to notify Buyers whether
Seller intends to cure such objections. Seller shall have no obligation to cure any objections
made by Buyers, except that Seller shall be obligated to remove any mortgage or financing liens
or other monetary liens created against the Property by Seller. If Seller elects to cure such
objections, Seller shall have a period of ten (10) days from Seller's receipt of such written
objections ( "Seller's Cure Period ") within which to do so. Any objection shall be deemed cured
to the extent Seller is able to compel the Title Company to delete the objectionable exception
from the Title Commitment or to issue an endorsement to Buyers' Owner's Title Policy that
insures over the objectionable exception. If notice to cure is given by Seller, the Closing shall be
postponed pending cure of title, but upon cure of title and within ten (10) days after written
notice to Buyers, the parties shall perform this Agreement according to its terms. If no such
election to cure notice is given by Seller or if such notice is given but title is not cured within the
time provided for, then Buyers shall have the option as their sole and exclusive remedy to
terminate this Agreement in which event this Agreement shall be null and void and no party
shall be liable for damages hereunder to the other. If Buyer does not elect to terminate this
Agreement, Buyers' objections shall be deemed part of the Permitted Exceptions and the parties
shall perform this Agreement according to its terms. Buyers shall make such election by
notifying Seller within ten (10) days after expiration of Seller's cure period or within ten (10)
days after expiration of Seller's Election Notice Period, as the case may be. If this Agreement is
terminated as permitted under the terms of this Paragraph 5, then upon request by Seller, Buyers
and Seller agree to sign a cancellation of this Agreement or Buyers shall deliver a Quit Claim
Deed to the Property to Seller.
10. WELL DISCLOSURE. [Check one of the following: J
X 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.
11. DISCLOSURE OF INDIVIDUAL ON -SITE SEWAGE TREATMENT SYSTEM.
[Check one of the following: J
X 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.
12. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES.
Seller does hereby covenant, warrant and represent to the Buyers as follows:
A. To Seller's actual knowledge, Seller has or as of the Date of Closing will have
marketable and insurable title to the Property of record, free and clear of all liens,
encumbrances, leases, claims and charges, all material easements, rights -of -way,
covenants, conditions and restrictions and any other matters affecting the title,
except for the Permitted Exceptions. For purposes of this Section "Seller's actual
knowledge" is limited to the actual knowledge of the undersigned representatives
of Seller executing this Agreement on behalf of Seller.
B. To Seller's actual knowledge, the conveyance of the Property pursuant hereto will
not violate any applicable statute, ordinance, governmental restriction or
regulation, or any private restriction or agreement.
C. As of the Date of Closing there will be no outstanding or unpaid claims, actions or
causes of action related to any transaction or obligation entered into or incurred
by Seller with respect to the Property prior to the date hereof.
D. Except as provided herein, Seller shall indemnify and defend Buyers and
otherwise hold Buyers harmless of, from and against any broker who may be
entitled to any commission or finder's fee in connection with the transaction
contemplated herein to the extent arising from Seller's actions.
E. To Seller's actual knowledge, there are no underground storage tanks.
F. Seller is not a foreign person as defined in § 1445(f)(3) of the Internal Revenue
Code or regulations issued thereunder.
G. To Seller's actual knowledge, there is no action, litigation, investigation,
condemnation or other proceedings of any kind pending or threatened against
Seller with respect to the Property.
H. Except as used in the ordinary course of Seller's activities at the Property and to
Seller's actual knowledge, (i) no toxic materials, hazardous wastes or hazardous
substances, as such terms are defined in the Resource Conservation and Recovery
Act of 1996, as amended (42 U.S.C. §6901, et seq.) or in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended
(42 U.S.C. §9601, et seq.), including, without limitation, any asbestos or asbestos -
related products or materials and any oils, petroleum- derived compounds or
pesticides ( "Hazardous Materials ") have been generated, treated, stored, released
or disposed of or otherwise placed, deposited in or located on the Property; and
(ii) the Property is free of Hazardous Materials and is not subject to any
"superfund" type liens or claims by governmental regulatory agencies or third
parties arising from the release or threatened release of hazardous substances in,
on, or about the Property. Seller shall indemnify and hold Buyers harmless from
any and all claims, causes of action, damages, losses, or costs (including
reasonable lawyer's fees) relating to breach of the foregoing representations and
warranties by Seller or to hazardous substances or petroleum products in the
subsoil or ground water of the Subject Property or other property in the area
which arise from or are caused by acts or occurrences upon the Subject Property
prior to Buyers taking possession. These warranties and indemnifications shall
survive the delivery of the Limited Warranty Deed for a period of twelve (12)
months after the Date of Closing.
13. 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 ( "Seller's
Affidavit ").
14. CLOSING. The closing (the "Closing ") shall be at a location designated by Buyers, and shall
occur on or before " ( "Closing Date "). At closing, Seller and Buyers shall disclose
their Federal Tax Identification Numbers for the purposes of completing state and federal tax
forms.
15. CLOSING DOCUMENTS.
A. At the Closing, Seller shall execute and/or deliver to Buyers the following (collectively
the "Closing Documents "):
(1) Limited Warranty Deed. A Limited Warranty Deed in recordable form
conveying title in accordance with this Agreement.
(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
bankruptcies 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 thereunder, 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.
(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 are 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
and the title insurance company to be necessary to transfer and provide
title insurance for the Property.
B. At the Closing, Buyers shall execute and deliver to Seller the following:
(1) All documents reasonably determined by the parties and the title insurance
company to be necessary to provide title insurance for the Property;
(2) Payment of the Purchase Price; and
(3) Duly executed Memorandum of Understanding and addendums.
16. CLOSING COSTS. All costs relating to the closing of this transaction shall be allocated
according to standards in the industry, except as allocated below:
A. Buyers shall pay:
(1) Recording fee for the Limited Warranty Deed;
(2) One -half the closing fee; and
(3) The premium for owner's title insurance, including survey coverage.
B. Seller shall pay all
(1) Costs of title insurance commitment;
(2) State deed tax
(3) One -half of the closing fee;
(4) Conservation fee attributable to said deed; and
(5) Any deferred taxes and penalties due at or before closing.
17. ADDITIONAL TERMS.
A. BUYERS' CONTINGENCIES. The obligations of Buyers under this Agreement are
contingent upon the satisfaction or waiver of each of the following (the Buyers' Contingencies):
(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.
If any of the Buyers' Contingencies have not been satisfied as of the deadline specified above,
then Buyers may, at Buyers' option, terminate this Agreement by giving written notice to Seller.
Upon such termination, neither Seller nor Buyers shall have any further rights or obligations
under this Agreement, except for obligations which expressly survive the termination of this
Agreement. The Buyers' Contingencies are for the sole and exclusive benefit of Buyers, and
Buyers shall have the right to waive any or all of the Buyers' Contingencies by giving written
notice to Seller on or before the deadline for any contingency it waives.
B. SELLER'S CONTINGENCIES Execution at closing of the following documents;
(1) Executed Memorandum of Understanding and addendums.
If any of the Seller's Contingencies have not been satisfied as of the deadline specified above,
then Seller may, at Seller's option, terminate this Agreement by giving written notice to Buyers.
Upon such termination, neither Buyers nor Seller shall have any further rights or obligations
under this Agreement, except for obligations which expressly survive the termination of this
Agreement. The Seller's Contingencies are for the sole and exclusive benefit of Seller, and
Seller shall have the right to waive any or all of the Seller's Contingencies by giving written
notice to Buyers on or before the deadline for any contingency it waives.
18. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement.
19. TIME IS OF THE ESSENCE; CALCULATION OF TIME PERIODS. Time is of the
essence for all provisions of this Purchase Agreement. Unless otherwise specifically provided
herein, in computing any period of time described in this Agreement, the day of the act or event
after which the designated period of time begins to run is not to be included and the last day of the
period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday
under the laws of the State of Minnesota, in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday or legal holiday. The final day of such period shall
be deemed to end at 5:00 p.m., Central Standard Time.
20. SURVIVAL. It is the intention of the parties that none of the terms of this Agreement will
survive and be enforceable after the Closing, except Paragraphs 6 and 12 (H) as expressly so
stated in this Agreement and subject to any limitation of the time for survival set forth under this
Agreement.
21. 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.
22. ENTIRE AGREEMENT; MODIFICATION. This written Agreement constitutes the
complete agreement between the parties and supersedes any prior oral or written agreements
between the parties regarding the Property. There are no verbal agreements that change this
Agreement and no waiver of any of its terms will be effective unless in a writing executed by the
parties. The Parties have executed a separate Memorandum of Understanding and Addendum
thereto,including a Ground Lease for the relocation of Seller's Camp Manitou.
23. BINDING EFFECT; NO WAIVERS. This Agreement binds and benefits the parties and
their heirs, representatives, successors and assigns. The waiver by either party hereto of any
condition or the breach of any term, covenant or condition herein contained shall not be deemed
to be a waiver of any other condition or of any subsequent breach of the same or of any other
term, covenant or condition herein contained. Buyers, in their sole discretion may waive any
right conferred upon Buyers by this Agreement; provided that such waiver shall only be made by
Buyers giving Seller written notice specifically describing the right waived.
24. GOVERNING LAW. This Agreement has been entered into in the State of Minnesota and
shall be governed by and construed in accordance with the laws of the State of Minnesota.
25. RELATIONSHIP BETWEEN SELLER AND BUYERS. Nothing in this Agreement
shall be construed as creating a joint venture between the Seller and Buyers or any relationship
other than that of Seller and Buyers.
26. NOTICES. All notices and demands given or required to be given by any party hereto to any
other party shall be deemed to have been properly given if and when delivered in person, sent by
facsimile (with verification of receipt) or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as
follows (or sent to such other address as any parry shall specify to the other party pursuant to the
provisions of this Section):
TO SELLER: Glen Gunderson
President and CEO
YMCA of the Greater Twin Cities
2125 Hennepin Ave
Minneapolis, MN 55413
And to Gregory W. Waibel
Chief Financial Officer
YMCA of the Greater Twin Cities
2125 Hennepin Ave
Minneapolis, MN 55413
With a copy to: Brandi Kerber
Larkin Hoffman Daly & Lindgren Ltd.
8300 Norman Center Drive
Suite 1000
Minneapolis, MN 55437
TO BUYERS:
COUNTY: Lee Kelly
County Coordinator
Wright County
102nd Street N.W.
Buffalo, MN 55313
CITY: Jeff O'Neill
City Administrator
City of Monticello
505 Walnut Avenue, Suite
Monticello, MN 55362
With a copy to: Brian Asleson
Chief Deputy
Wright County Attorney
Government Center
10 2nd Street NW
Buffalo, MN 55313
Joel Jamnik
Campbell Knutson, P.A.
Eagandale Office Center, Suite #317
1380 Corporate Center Curve
Eagan, MN 55121
27. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of
which when so executed and delivered shall be an original, but together shall constitute one and
the same instrument.
BUYERS:
I agree to buy the Property for the price and terms and conditions set forth above.
Dated: , 20
CITY OF MONTICELLO
By:
Mayor
And:
City Administrator
I agree to buy the Property for the price and terms and conditions set forth above.
Dated: .20
WRIGHT COUNTY, MINNESOTA
Chairperson, County Board
And:
County Coordinator
I agree to sell the Property for the price and terms and conditions set forth above.
Dated: , 20
SELLER:
THE YOUNG MENS CHRISTIAN ASSOCIATION
OF THE GREATER TWIN CITIES
Glen Gunderson, President
Gregory W. Waibel, Chief Financial Officer
EXHIBIT A
LEGAL DESCRIPTION OF SUBJECT PROPERTY:
nom, -,•oi an
Government Lot 2, Section 9, Township 121 North, Range 25 West,
Wright County, Minnesota, except the North 330.30 feet thereof.
K
Government Lot 3, Section 9, Township 121 North, Range 25 West,
Wright County, Minnesota.
4852- 2992 -2345, v. 1
PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on the day of , 2015,
(the "Effective Date ") by and between the CITY OF MONTICELLO, a Minnesota municipal
corporation ( "City "), and WRIGHT COUNTY OF MINNESOTA, a political subdivision of the
State of Minnesota ( "County ") (collectively referred to herein as "Buyers "), and YOUNG MENS
CHRISTIAN ASSOCIATION OF THE GREATER TWIN CITIES, a Minnesota corporation
( "Seller ").
2. OFFER/ACCEPTANCE. Buyers agree to purchase and Seller agrees to sell real property (the
"Property ") located in Monticello Township, County of Wright, State of Minnesota, legally
described in Exhibit "A" attached hereto and incorporated herein.
3. PRICE AND TERMS. The price for the Property included under this Purchase Agreement is
two hundred forty thousand five hundered seventy -eight and No /100ths ($240,578) Dollars, which
Buyers shall pay in cash on the DATE OF CLOSING, as hereinafter defined.
4. DEED /MARKETABLE TITLE. Upon performance by Buyers, Seller shall execute and
deliver a Limited Warranty Deed, conveying good and marketable title of record to Buyers as
tenants in common, subject to only to the following exceptions (collectively, "Permitted
Exceptions "):
A. Building and zoning laws, ordinances, state and federal regulations;
B. Exceptions to title which constitute encumbrances, restrictions, or easements of record;
C. Exceptions to title not of record which are disclosed to Buyers and approved by Buyers;
D. Matters disclosed in any survey of the Property or which a correct survey of the Property
would show; and
E. Property Taxes and Assessments.
5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS.
A. Seller shall pay all general real estate taxes and installments of special assessments due and
payable in the year prior to the Date of Closing and in years prior thereto. Real estate taxes
due and payable in and for the year of closing shall be prorated between Seller and Buyers
on a calendar year basis to the actual Date of Closing;
B. Seller shall not be required to pay any future installments of any special assessments;
C. Seller shall pay on date of closing any deferred real estate taxes (including "Green Acres"
taxes under Mm. STAT. §273.111) or special assessments payment of which is required
as a result of the closing of this Agreement;
D. Buyers shall pay real estate taxes and any installments of special assessments due and
payable in the year following closing and thereafter.
6. SELLER'S LIEN WARRANTIES. Seller warrants that there has been no labor or material
furnished to the Property for Seller for which payment has not been made. These warranties shall
survive the delivery of the Deed or Contract for Deed for a period of six (6) months.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyers and Buyers'
authorized agents shall have the right during the period from the date of this Agreement to 120
days after the Effective Date to enter in and upon the Property in order to make, at Buyers'
expense, surveys, measurements, soil tests and other tests that Buyers shall deem necessary.
Buyers agree to promptly pay all costs incurred; to immediately restore any resulting damage to
the Property and to indemnify, hold harmless and defend Seller and the Property from any and
all claims or liability of any nature whatsoever related to Buyers' actions hereunder, including all
actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyers 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. Buyers 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 BY SELLER. Seller shall, within a reasonable time after acceptance
of this Agreement, furnish a title insurance commitment certified to date to include proper
searches covering bankruptcies, state and federal judgments and liens, and levied and pending
special assessments. Seller is not required to provide an abstract of title. Seller shall pay all
costs associated with the issuance of such commitment. Buyers shall pay the premium for the
owner's and mortgagee's policy of title insurance. The commitment for title insurance shall be
issued in the full amount of the Purchase Price by a title insurance company in good standing and
duly authorized to do business in Minnesota ( "Title Insurer ").
The commitment for title insurance shall be issued in the full amount of the Purchase
Price by Title Insurer by which said company commits to issue its policy of title insurance that:
(1) Insures that at Closing Buyers shall have marketable and insurable title of record
to the Property, free and clear of all liens, encumbrances, leases, claims and
charges, all material easements, rights -of -way, covenants, conditions and
restrictions and any other matters affecting title, except for Permitted Exceptions
and such matters as are approved by Buyers in writing.
(2) Waives or insures against the following standard exceptions:
(a) Facts which would be disclosed by a comprehensive survey of the
Property, but only if Buyers timely deliver a survey of the Property in
form acceptable to the title company;
(b) Rights and claims of parties in possession; and
(c) Mechanic's, contractor's and material liens and lien claims.
Buyers shall be allowed ten (10) business days after the receipt of the title commitment
for examination of title and making any objections, which shall be made in writing or deemed
waived. If any objection is so made, Seller shall have ten (10) business days from receipt of
Buyers' written title objections ( "Seller's Election Notice Period ") to notify Buyers whether
Seller intends to cure such objections. Seller shall have no obligation to cure any objections
made by Buyers, except that Seller shall be obligated to remove any mortgage or financing liens
or other monetary liens created against the Property by Seller. If Seller elects to cure such
objections, Seller shall have a period of ten (10) days from Seller's receipt of such written
objections ( "Seller's Cure Period ") within which to do so. Any objection shall be deemed cured
to the extent Seller is able to compel the Title Company to delete the objectionable exception
from the Title Commitment or to issue an endorsement to Buyers' Owner's Title Policy that
insures over the objectionable exception. If notice to cure is given by Seller, the Closing shall be
postponed pending cure of title, but upon cure of title and within ten (10) days after written
notice to Buyers, the parties shall perform this Agreement according to its terms. If no such
election to cure notice is given by Seller or if such notice is given but title is not cured within the
time provided for, then Buyers shall have the option as their sole and exclusive remedy to
terminate this Agreement in which event this Agreement shall be null and void and no party
shall be liable for damages hereunder to the other. If Buyer does not elect to terminate this
Agreement, Buyers' objections shall be deemed part of the Permitted Exceptions and the parties
shall perform this Agreement according to its terms. Buyers shall make such election by
notifying Seller within ten (10) days after expiration of Seller's cure period or within ten (10)
days after expiration of Seller's Election Notice Period, as the case may be. If this Agreement is
terminated as permitted under the terms of this Paragraph 5, then upon request by Seller, Buyers
and Seller agree to sign a cancellation of this Agreement or Buyers shall deliver a Quit Claim
Deed to the Property to Seller.
10. WELL DISCLOSURE. [Check one of the following: ]
X 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.
11. DISCLOSURE OF INDIVIDUAL ON -SITE SEWAGE TREATMENT SYSTEM.
[Check one of the following: ]
X 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.
12. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES.
Seller does hereby covenant, warrant and represent to the Buyers as follows:
A. To Seller's actual knowledge, Seller has or as of the Date of Closing will have
marketable and insurable title to the Property of record, free and clear of all liens,
encumbrances, leases, claims and charges, all material easements, rights -of -way,
covenants, conditions and restrictions and any other matters affecting the title,
except for the Permitted Exceptions. For purposes of this Section "Seller's actual
knowledge" is limited to the actual knowledge of the undersigned representatives
of Seller executing this Agreement on behalf of Seller.
B. To Seller's actual knowledge, the conveyance of the Property pursuant hereto will
not violate any applicable statute, ordinance, governmental restriction or
regulation, or any private restriction or agreement.
C. As of the Date of Closing there will be no outstanding or unpaid claims, actions or
causes of action related to any transaction or obligation entered into or incurred
by Seller with respect to the Property prior to the date hereof.
D. Except as provided herein, Seller shall indemnify and defend Buyers and
otherwise hold Buyers harmless of, from and against any broker who may be
entitled to any commission or finder's fee in connection with the transaction
contemplated herein to the extent arising from Seller's actions.
E. To Seller's actual knowledge, there are no underground storage tanks.
F. Seller is not a foreign person as defined in § 1445(f)(3) of the Internal Revenue
Code or regulations issued thereunder.
G. To Seller's actual knowledge, there is no action, litigation, investigation,
condemnation or other proceedings of any kind pending or threatened against
Seller with respect to the Property.
H. Except as used in the ordinary course of Seller's activities at the Property and to
Seller's actual knowledge, (i) no toxic materials, hazardous wastes or hazardous
substances, as such terms are defined in the Resource Conservation and Recovery
Act of 1996, as amended (42 U.S.C. §6901, et seq.) or in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended
(42 U.S.C. §9601, et seq.), including, without limitation, any asbestos or asbestos -
related products or materials and any oils, petroleum- derived compounds or
pesticides ( "Hazardous Materials ") have been generated, treated, stored, released
or disposed of or otherwise placed, deposited in or located on the Property; and
(ii) the Property is free of Hazardous Materials and is not subject to any
"superfund" type liens or claims by governmental regulatory agencies or third
parties arising from the release or threatened release of hazardous substances in,
on, or about the Property. Seller shall indemnify and hold Buyers harmless from
any and all claims, causes of action, damages, losses, or costs (including
reasonable lawyer's fees) relating to breach of the foregoing representations and
warranties by Seller or to hazardous substances or petroleum products in the
subsoil or ground water of the Subject Property or other property in the area
which arise from or are caused by acts or occurrences upon the Subject Property
prior to Buyers taking possession. These warranties and indemnifications shall
survive the delivery of the Limited Warranty Deed for a period of twelve (12)
months after the Date of Closing.
13. 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 ( "Seller's
Affidavit ").
14. CLOSING. The closing (the "Closing ") shall beat a location designated by Buyers, and shall
occur on or before ( "Closing Date "). At closing, Seller and Buyers shall
disclose their Federal Tax Identification Numbers for the purposes of completing state and federal
tax forms.
15. CLOSING DOCUMENTS.
A. At the Closing, Seller shall execute and/or deliver to Buyers the following (collectively
the "Closing Documents "):
(1) Limited Warranty Deed. A Limited Warranty Deed in recordable form
conveying title in accordance with this Agreement.
(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
bankruptcies 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 thereunder, 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.
(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 are 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
and the title insurance company to be necessary to transfer and provide
title insurance for the Property.
B. At the Closing, Buyers shall execute and deliver to Seller the following:
(1) All documents reasonably determined by the parties and the title insurance
company to be necessary to provide title insurance for the Property;
(2) Payment of the Purchase Price; and
(3) Duly executed Memorandum of Understanding and addendums.
16. CLOSING COSTS. All costs relating to the closing of this transaction shall be allocated
according to standards in the industry, except as allocated below:
A. Buyers shall pay:
(1) Recording fee for the Limited Warranty Deed;
(2) One -half the closing fee; and
(3) The premium for owner's title insurance, including survey coverage.
B. Seller shall pay all
(1) Costs of title insurance commitment;
(2) State deed tax
(3) One -half of the closing fee;
(4) Conservation fee attributable to said deed; and
(5) Any deferred taxes and penalties due at or before closing.
17. ADDITIONAL TERMS.
A. BUYERS' CONTINGENCIES. The obligations of Buyers under this Agreement are
contingent upon the satisfaction or waiver of each of the following (the Buyers' Contingencies):
(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.
If any of the Buyers' Contingencies have not been satisfied as of the deadline specified above,
then Buyers may, at Buyers' option, terminate this Agreement by giving written notice to Seller.
Upon such termination, neither Seller nor Buyers shall have any further rights or obligations
under this Agreement, except for obligations which expressly survive the termination of this
Agreement. The Buyers' Contingencies are for the sole and exclusive benefit of Buyers, and
Buyers shall have the right to waive any or all of the Buyers' Contingencies by giving written
notice to Seller on or before the deadline for any contingency it waives.
B. SELLER'S CONTINGENCIES Execution at closing of the following documents;
(1) Executed Memorandum of Understanding and addendums.
If any of the Seller's Contingencies have not been satisfied as of the deadline specified above,
then Seller may, at Seller's option, terminate this Agreement by giving written notice to Buyers.
Upon such termination, neither Buyers nor Seller shall have any further rights or obligations
under this Agreement, except for obligations which expressly survive the termination of this
Agreement. The Seller's Contingencies are for the sole and exclusive benefit of Seller, and
Seller shall have the right to waive any or all of the Seller's Contingencies by giving written
notice to Buyers on or before the deadline for any contingency it waives.
18. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement.
19. TIME IS OF THE ESSENCE; CALCULATION OF TIME PERIODS. Time is of the
essence for all provisions of this Purchase Agreement. Unless otherwise specifically provided
herein, in computing any period of time described in this Agreement, the day of the act or event
after which the designated period of time begins to run is not to be included and the last day of the
period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday
under the laws of the State of Minnesota, in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday or legal holiday. The final day of such period shall
be deemed to end at 5:00 p.m., Central Standard Time.
20. SURVIVAL. It is the intention of the parties that none of the terms of this Agreement will
survive and be enforceable after the Closing, except Paragraphs 6 and 12 (H) as expressly so
stated in this Agreement and subject to any limitation of the time for survival set forth under this
Agreement.
21. 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.
22. ENTIRE AGREEMENT; MODIFICATION. This written Agreement constitutes the
complete agreement between the parties and supersedes any prior oral or written agreements
between the parties regarding the Property. There are no verbal agreements that change this
Agreement and no waiver of any of its terms will be effective unless in a writing executed by the
parties. The Parties have executed a separate Memorandum of Understanding and Addendum
thereto,including a Ground Lease for the relocation of Seller's Camp Manitou.
23. BINDING EFFECT; NO WAIVERS. This Agreement binds and benefits the parties and
their heirs, representatives, successors and assigns. The waiver by either party hereto of any
condition or the breach of any term, covenant or condition herein contained shall not be deemed
to be a waiver of any other condition or of any subsequent breach of the same or of any other
term, covenant or condition herein contained. Buyers, in their sole discretion may waive any
right conferred upon Buyers by this Agreement; provided that such waiver shall only be made by
Buyers giving Seller written notice specifically describing the right waived.
24. GOVERNING LAW. This Agreement has been entered into in the State of Minnesota and
shall be governed by and construed in accordance with the laws of the State of Minnesota.
25. RELATIONSHIP BETWEEN SELLER AND BUYERS. Nothing in this Agreement
shall be construed as creating a joint venture between the Seller and Buyers or any relationship
other than that of Seller and Buyers.
26. NOTICES. All notices and demands given or required to be given by any party hereto to any
other party shall be deemed to have been properly given if and when delivered in person, sent by
facsimile (with verification of receipt) or three (3) business days after having been deposited in
any U.S. Postal Service and sent by registered or certified mail, postage prepaid, addressed as
follows (or sent to such other address as any parry shall specify to the other party pursuant to the
provisions of this Section):
TO SELLER: Glen Gunderson
President and CEO
YMCA of the Greater Twin Cities
2125 Hennepin Ave
Minneapolis, MN 55413
And to Gregory W. Waibel
Chief Financial Officer
YMCA of the Greater Twin Cities
2125 Hennepin Ave
Minneapolis, MN 55413
With a copy to: Brandi Kerber
Larkin Hoffman Daly & Lindgren Ltd.
8300 Norman Center Drive
Suite 1000
Minneapolis, MN 55437
TO BUYERS:
COUNTY: Lee Kelly
County Coordinator
Wright County
102nd Street N.W.
Buffalo, MN 55313
CITY: Jeff O'Neill
City Administrator
City of Monticello
505 Walnut Avenue, Suite
Monticello, MN 55362
With a copy to: Brian Asleson
Chief Deputy
Wright County Attorney
Government Center
10 2nd Street NW
Buffalo, MN 55313
Joel Jamnik
Campbell Knutson, P.A.
Eagandale Office Center, Suite #317
1380 Corporate Center Curve
Eagan, MN 55121
27. COUNTERPARTS. This Agreement may be executed in one or more counterparts each of
which when so executed and delivered shall be an original, but together shall constitute one and
the same instrument.
BUYERS:
I agree to buy the Property for the price and terms and conditions set forth above.
Dated: , 20
CITY OF MONTICELLO
By:
Mayor
And:
City Administrator
I agree to buy the Property for the price and terms and conditions set forth above.
Dated: .20
WRIGHT COUNTY, MINNESOTA
Chairperson, County Board
And:
County Coordinator
I agree to sell the Property for the price and terms and conditions set forth above.
Dated: , 20
SELLER:
THE YOUNG MENS CHRISTIAN ASSOCIATION
OF THE GREATER TWIN CITIES
Glen Gunderson, President
Gregory W. Waibel, Chief Financial Officer
EXHIBIT A
LEGAL DESCRIPTION OF SUBJECT PROPERTY:
Parcel 1R
The North 350.00 feet of the Southwest Quarter of the Southeast
Quarter, Section 8, Township 121 North, Range 25 West, Wright
County, Minnesota, except the North 33.00 feet thereof.
4844 - 3949 -2649, v. 1