Res 2018-62 Ralcorp Property DonationCITY OF FRIDLEY
ANOKA COUNTY, MINNESOTA
RESOLUTION NO. 2018 - 62
RESOLUTION AUTHORIZING THE DONATION OF REAL PROPERTY
TO THE CITY BY RALCORP FROZEN BAKERY PRODUCTS, INC.
PURSUANT TO MINNESOTA STATUTES § 465.03
WHEREAS, Ralcorp Frozen Bakery Products, Inc., a Delaware corporation ("Ralcorp"
or "Donor") owns 1.3 acres of property in the City of Fridley, County of Anoka, State of
Minnesota, legally described as follows:
That part of Lot 3, Block 4, Commerce Park, according to the recorded plat thereof,
Anoka County, Minnesota, which lies east of a line beginning at a point on the north line
of said Lot 3 being 205.00 feet east of the northwest corner of said Lot 3; thence
southerly to a point on the south line of said Lot 3 being 125.00 feet east of the southwest
corner of said Lot 3 and which lies northwesterly of the following described line:
Commencing at the northeast corner of said Lot 3; thence North 89 degrees 55 minutes
02 seconds West, along the north line of said Lot 3, a distance of 537.88 feet to the point
of beginning; thence South 00 degrees 22 minutes 42 seconds East a distance of 93.85
feet; thence South 30 degrees 58 minutes 03 seconds West a distance of 40.92 feet;
thence South 73 degrees 57 minutes 03 seconds West, a distance of 129.69 feet; thence
South 11 degrees 48 minutes 23 seconds West a distance of 102.57 feet; thence South 01
degree 22 minutes 32 seconds West a distance of 133.70 feet to the south line of said Lot
3 and said line there terminating. Except the south 25.00 thereof.
(the "Real Property").
WHEREAS, Donor wishes to donate the Real Property to the City of Fridley ("City" or
"Donee") without compensation.
WHEREAS, pursuant to Minnesota Statutes § 465.03 the City has the power and
authority to accept a grant or devise of real property pursuant to a two-thirds majority vote of its
members:
M.S.A. § 465.03
Gifts to Municipalities
Any city, county, school district or town may accept a grant or devise of real or
personal property and maintain such property for the benefit of its citizens in
accordance with the terms prescribed by the donor. Nothing herein shall authorize
such acceptance or use for religious or sectarian purposes. Every such acceptance
shall be by resolution of the governing body adopted by a two-thirds majority of
its members, expressing such terms in full.
Resolution No. 2018 - 62
Page 2
WHEREAS, Minnesota Statutes Chapter 462 and Fridley Subdivision Code, Chapter
211 prohibit the recording of certain conveyances unless the conveyance is in compliance with
the City's subdivision regulations.
WHEREAS, pursuant to Minn. Stat. § 462.358, subd. 4b(c) and Fridley Subdivision
Code § 211.03(2), the City is authorized to waive enforcement of the subdivision regulations
when the City, by adoption of a resolution, determines that enforcing the prohibition on
recording the conveyance of unplatted land will create unnecessary hardship and failure to
comply with the subdivision regulations does not interfere with the purpose of the regulations,
and the conveyance may then be recorded.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fridley
as follows:
1. That the City hereby accepts the donation of the Real Property from Donor to the
City pursuant to Minnesota Statutes § 465.03.
2. The City, pursuant to Minn. Stat. §462.385, sub. 4b(c) and Fridley Subdivision
Code §211.03(2) hereby finds that enforcement of the statutory prohibition on
recording the conveyance of unplatted land will create an unnecessary hardship
and that failure to comply does not interfere with the purpose of the subdivision
regulations, and the City hereby waives compliance with the subdivision
regulations and authorizes the conveyance of the Real Property legally described
above to be recorded.
3. That the Mayor and City Clerk are authorized to execute the Donation Agreement
attached hereto as Exhibit A.
4. That the Mayor and City Clerk are authorized to execute the Access Easement
Agreement attached hereto as Exhibit B.
5. That the City Attorney (or an Assistant City Attorney) is hereby authorized to
execute any closing documents on behalf of the City at the closing of the donation
of the Real Property from the Donor to the City.
Passed by at least a two-thirds majority vote of the City Council of Fridley this 261h day
of November, 2018.
SCOTT J. LUND - MAYOR
ATTEST:
DEBRA A. SKOGEN — CITY CLERK
Exhibit A
Donation Agreement
DONATION AGREEMENT
BY AND BETWEEN
RALCORP FROZEN BAKERY PRODUCTS, INC.
(DONOR)
AND
THE CITY OF FRIDLEY
(DONEE)
FOR
THE DONATION OF APPROXIMATELY 1.33 ACRES OF PROPERTY LOCATED IN
THE CITY OF FRIDLEY, ANOKA COUNTY, MINNESOTA
DONOR:
Ralcorp Frozen Bakery Products, Inc.
2021 Spring Road
Oak Brook, IL 60523
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DONEE:
City of Fridley
6431 University Avenue NE
Fridley, MN 55432
DONATION AGREEMENT
THIS DONATION AGREEMENT ("Agreement") is made this 26th day of November,
2018 (the "Effective Date") by and between Ralcorp Frozen Bakery Products, Inc., a Delaware
corporation ("Donor") and the City of Fridley, a Minnesota municipal corporation ("Donee").
WHEREAS, Donor and Donee are parties to that certain Agreement for the Construction of
Specific Stormwater System Improvements in the Oak Glen Creek Subwatershed, City of Fridley
Projects 17-446 and 17-516, dated September 19, 2017 (the "Stormwater System Agreement");
WHEREAS, the final paragraph of Section VIII of the Stormwater System Agreement
provides as follows:
If, at a future time, Treehouse [Ralcorp Frozen Bakery Products, Inc.] desires to convey fee
title of the permanent easement area to the City, the City agrees to accept the conveyance, so
long as Treehouse is lawfully possessed of the land and has good and lawful right and power
to convey it, it is free of mortgages and liens and subject only to encumbrances deemed
acceptable by the City in its sole discretion.
WHEREAS, Donor desires to convey fee title of the permanent easement area to Donee;
and
WHEREAS, Donor and Donee desire to enter into this Agreement to facilitate such
transaction;
NOW, THEREFORE, subject to the covenants, warranties, representations and mutual
consideration herein contained, the parties hereby agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used in this Agreement that are not
otherwise defined herein shall have the meanings assigned to such terms as set forth on Exhibit A
attached hereto and incorporated herein.
SECTION 2. DONATION OF PROPERTY. Donor agrees to donate and convey fee
title to the Property to Donee, and Donee agrees to accept such donation, subject to the terms and
conditions in this Agreeement.
SECTION 3. DUE DILIGENCE DOCUMENTS. Prior to the Closing Date, Donor
shall deliver to Donee copies of the following information and documents that are in Donor's
possession, to Donor's actual knowledge:
a.) A copy of any written contracts (including service contracts), agreements
and warranties that will affect the Property after the Closing Date.
b.) A copy of all permits issued to Donor that affect the Property, other than
permits issued by Donee.
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c.) A copy of any environmental reports or environmental permits concerning
the Property in the possession or reasonable control of Donor to the extent
received by Donor within the last five years.
d.) A copy of any existing survey of the Property. Donor has no further
obligation to pay for or to obtain any additional surveys of the Property. Donee,
at its expense, may obtain any additional surveys.
SECTION 4. INSPECTION. During the Due Diligence Period, Donee, at Donee's sole
cost and expense, may enter upon the Property and conduct tests, inspections, surveys and studies
(including, without limitation, soil, environmental, physical, mechanical and structural) which
Donee may deem appropriate to determine the suitability of the Property for Donee's intended use.
In connection with any entry by Donee, or its agents, employees or contractors onto the Property,
Donee shall give Donor reasonable advance notice of such entry and shall conduct such entry and
any inspections in connection therewith so as to reasonably minimize, to the greatest extent
reasonably possible, interference with the Property and otherwise in a manner reasonably acceptable
to Donor. At least 48 hours prior to any entry to perform any on-site testing, Donee shall give
Donor written notice thereof, including the identity of the company or persons who will perform
such testing and the proposed scope of the testing.
Donee will have the opportunity to conduct a Phase I Environmental Assessment prior to
Closing. Donor agrees to cooperate in the preparation of the Phase I Environmental Assessment
and to accurately respond to any questions and inquiries that are posed to Donor relating to
preparation of such Phase I Environmental Assessment. Donor agrees to make the Property
available for on-site and field inspections. Notwithstanding any provision herein to the contrary,
Donee shall not conduct a Phase II Environmental Assessment without Donor's prior written
consent, in Donor's sole discretion.
Donee shall maintain, and shall insure that its contractors maintain, at least one million
dollars ($1,000,000) of public liability and property damage insurance to insure against the liability
of Donee and its agents, employees or contractors, arising out of any entry or inspections of the
Property pursuant to the provisions hereof, and Donee shall provide Donor with reasonable
evidence of such insurance coverage upon request by Donor. Donee shall indemnify, defend and
hold Donor harmless from and against any costs, damages, liabilities, losses, expenses, liens or
claims (including, without limitation, reasonable attorneys' fees) to the extent arising out of or
relating to any entry on the Property by Donee, its agents, employees or contractors in the course of
performing the inspections, testing or inquiries provided for in this Agreement. The foregoing
indemnity shall survive the termination of this Agreement.
Donee shall have until the last day of the Due Diligence Period to terminate this Agreement
for any reason by providing written notice of termination to Donor.
SECTION 5. AS -IS. WHERE IS. Donee hereby expressly acknowledges that it has or
will have, prior to the end of the Due Diligence Period, thoroughly inspected and examined the
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Property to the extent deemed necessary by the Donee in order to enable the Donee to evaluate
whether or not to accept the donation of the Property. Donee represents that it is relying solely on
its own expertise and that of Donee's consultants, and that Donee will conduct such inspections and
investigations of the Property, including, but not limited to, the physical and environmental
conditions thereof, and shall rely upon same, and, upon closing, shall assume the risk of any adverse
matters, including, but not limited to, adverse physical and environmental conditions, that may not
have been revealed by Donee's inspections and investigations. Donee further acknowledges and
agrees that Donee is acquiring the Property on an "as is", "where is" and "with all faults" basis,
without representations, warranties or covenants, express or implied, of any kind or nature, except
for Donor's express warranties contained in this Agreement. Donee hereby assumes all risk and
liability (and agrees that Donor shall not be liable for any special, direct, indirect, consequential or
other damages) resulting or arising from or relating to the ownership, use, condition, location,
maintenance, repair, or operation of the Property after the Closing.
SECTION 6. TITLE EXAMINATION. Donor, at its sole expense, has obtained a title
insurance commitment covering the Property, including searches covering bankruptcies, state and
federal judgments and tax liens, evidencing the Donor's title to the Property ("Title Commitment").
A copy of the Title Commitment is attached hereto as Exhibit B.
a.) For a period of ten (10) days after the Effective Date, Donee shall be allowed
to examine the Title Commitment and deliver any objections ("Title Objections")
thereto. For a period of ten (10) days after Donee's receipt of any update or
supplement to the Title Commitment, Donee shall be allowed to examine the same
and deliver any objections to any matters not previously disclosed in the Title
Commitment. Title Objections not made in writing within the applicable ten (10)
day period shall be deemed to be waived by Donee and, therefore, Permitted
Encumbrances.
b.) If any objections are so made, Donor shall be allowed thirty (30) days after
receipt of such written objections to make such title marketable.
c.) If said title is not marketable and is not made so within thirty (30) days from
the date of delivery of the written objections thereto as above provided, then Donee
shall have the right (a) to terminate this Agreement upon notice given to Donor or
(b) to waive such objections and proceed to Closing.
SECTION 7. CONDITIONS PRECEDENT TO CLOSING. The obligations of each
party to close the transaction contemplated by this Agreement are subject to the satisfaction, at or
before the Closing Date, of the following conditions.
a.) ACCURACY OF REPRESENTATIONS. The representations,
warranties, covenants and agreements of the other party contained in this Agreement
shall be true in all material respects at and as of the Closing Date as though such
representations, warranties, covenants and agreements were made at and as of the
Closing Date.
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b.) PERFORMANCE. The other party shall have performed and complied
with all agreements and conditions required by this Agreement to be performed or
complied with prior to or at the Closing Date.
c.) ABSENCE OF LITIGATION. No action or proceeding by or before any
court or other governmental body shall have been instituted or threatened pertaining
to any transaction contemplated by this Agreement or its consummation or the
transfer or sale of the Property.
d.) APPROVAL OF DOCUMENTS. The form and substance of all
certificates, instruments, opinions and other documents delivered by one party to
another under this Agreement shall be satisfactory in all reasonable respect to the
party to receive the document and its counsel.
Each party may waive any or all of the conditions which are included herein for its benefit
in whole or in part, provided, however, that no such waiver of a condition shall constitute a waiver
by such party of any of its other rights or remedies, at law or in equity, if the other party shall be in
default of any of its representations, covenants, indemnifications, warranties or agreements under
this Agreement.
If any conditions precedent to closing are not satisfied or waived by both parties, then either
party by written notice to the other may cancel this Agreement; if the Agreement is so cancelled, the
parties shall execute a written cancellation of this Agreement.
SECTION 8. CLOSING. Subject to performance by the parties of this Agreement, the
Closing shall occur on the Closing Date at the Closing Location. The parties shall execute and
deliver the Closing Documents at or prior to Closing, all in form and content reasonably satisfactory
to both parties. Donor shall deliver possession of the Property to Donee on the Closing Date.
SECTION 9. PRORATIONS. Donor and Donee agree to the following prorations and
allocation of costs regarding this Agreement:
a.) Title Insurance. Donor will pay all costs of the issuance of the Title
Commitment, the fees charged by the Title Company for any escrow required
regarding Donee's Title Objections, the premium for an owner's policy of title
insurance and any premiums required for the issuance of endorsements necessary to
cure Title Objections.
b.) Closing Fees. Donor and Donee will each pay one half (1/2) of any closing
fee or charge imposed by the Title Company.
c.) Real Estate Taxes. Donor shall pay all real estate taxes due and payable
prior to the year of closing. Real estate taxes due and payable in the year of closing
and attributable to the Property shall be prorated between Donor and Donee based
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on the Closing Date. (The calculation of real estate taxes attributable to the Property
shall be based on the area of the Property, 1.33 acres, in proportion to the estimated
area of the tax parcel that includes the Property and additional land, Anoka County
Parcel Identification Number 10-30-24-14-0058, 2.42 acres.) Donee shall be
responsible for all real estate taxes due and payable following the year of closing.
Donor does not make any representation concerning the amount of real estate taxes
which will be assessed against the Property subsequent to the Closing Date.
d.) Special Assessments. Donor agrees to pay all assessments levied before the
date of this Agreement. Donee shall be responsible for all assessments levied by
Donee or any other governmental entity on or after the date of this Agreement.
e.) Recording Fees. Donor will pay any recording fees in connection with the
release of any mortgages, liens, encumbrances and security interests against the
Property that are not being assumed by Donee. Donor shall also pay any deed tax
due in connection with the sale of the Property pursuant to applicable State statutes.
Donee shall pay the recording fee in connection with the recording of the Limited
Warranty Deed.
i) Attorneys' Fees. Each of the parties will pay its own attorneys' fees, except
that a party defaulting under this Agreement or any document referenced in this
Agreement will pay the reasonable attorneys' fees and court costs incurred by the
non -defaulting party to enforce its rights hereunder.
SECTION 10. DONOR'S WARRANTIES. Donor represents and warrants to Donee as
of the Effective Date and the Closing Date as follows:
a.) AUTHORITY. Donor has all requisite power and authority to own, use and
sell the Property. Donor has the right, power, legal capacity and authority to enter
into and perform the Donor's obligations under this Agreement, and no approvals or
consents of any persons or entities are necessary. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, violate any indenture, mortgage, lease, deed of trust, agreement,
arrangement, license, order, judgment or decree.
b.) NO DEFAULT. Donor is not a party to or bound by any mortgage, lien,
lease, agreement, instrument, order, judgment or decree which would prohibit the
execution or performance of this Agreement by Donor or prohibit any of the
transactions provided for in this Agreement.
c.) TITLE. At Closing Date, Donor will have good and marketable title
pursuant to the laws of the State of Minnesota to the Property to be conveyed
hereunder, subject only to the Permitted Encumbrances. On the Closing Date, the
Property will not be subject to a contract or other agreement of sale or subject to
security interests, mortgages, encumbrances, liens (including income, personal
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property and other tax liens) or off -sets, claims, reductions or charges of any kind or
character other than the Permitted Encumbrances.
d.) LITIGATION. There is no suit, action, arbitration or legal, administrative
or other proceeding or governmental investigation pending or, to the actual
knowledge of Donor, threatened, against or affecting Donor with respect to the
Property.
e.) NO CONDEMNATION NOTICE. Donor has not received any notice of
condemnation proceedings against the whole or any part of the Property.
f) NO WASTE. Except as identified in the Environmental Reports, the
Property, to Donor's actual knowledge, is free of Waste and Hazardous Substances
except as may have been deposited on the Property by the Donee's stormwater
system. Except as identified in the Environmental Reports, to Donor's actual
knowledge, the soil and ground of the Property are free from any spills, deposits,
contaminations or seepage of Waste and Hazardous Substances and free from any
Release of any Waste and Hazardous Substances except as may have been deposited
on the Property by the Donee's stormwater system.
g.) NO PETROLEUM LEAKAGE. Except as identified in the
Environmental Reports, to Donor's actual knowledge with respect to petroleum,
natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable for
fuel or mixtures thereof, the Property is free of such liquids, gases and substances
and have not been used for the generation, treatment or disposal thereof except as
may have been deposited on the Property by the Donee's stormwater system.
Except as identified in the Environmental Reports, to Donor's actual knowledge, the
soil and ground of the Property are free from any spills, deposits, contamination or
seepage thereof and free from any Release of any Petroleum except as may have
been deposited on the Property by the Donee's stormwater system.
h.) NO BOUNDARY DISPUTES. Except for encroachments and other
boundary issues that may be shown on the Survey and except for the encroachments
identified in the Permitted Encumbrances, to Donor's actual knowledge, there are no
boundary disputes relating to the Property.
i.) NO UNRECORDED AGREEMENTS. There are no unrecorded
agreements, covenants, leases, rights of first refusal or options to purchase
concerning the Property, except for agreements to which Donee is a party.
j.) NO PRIVATE SEWAGE SYSTEMS OR WELLS. To Donor's actual
knowledge, there are no private sewage systems or wells located on the Property.
k.) NO METHAMPHETAMINE PRODUCTION. To Donor's actual
knowledge, no methamphetamine production has occurred on the Property.
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As used in this Agreement, "Donor's actual knowledge" shall mean the actual
knowledge of Donor's Director of Real Estate, without duty of inquiry or
investigation.
Donor's representations and warranties shall survive the closing of the transaction
contemplated by this Agreement and shall not merge into the deed delivered at
Closing. Donor's representations and warranties shall be deemed remade as of the
Closing Date and, as so remade, shall survive the Closing Date for a period of six (6)
months, and any claim arising out of a breach of any representation or warranty in
this Agreement or any document referenced in this Agreement not asserted in an
action filed and served on or before the expiration of such six (6) month period shall
be barred and deemed waived.
SECTION 11. DONEE'S WARRANTIES. Donee represents and warrants to Donor as
of the Effective Date and the Closing Date as follows:
a.) AUTHORITY. Donee has the right, power, legal capacity and authority to
enter into and perform its obligations under this Agreement.
b.) NO OTHER APPROVALS NECESSARY. The Fridley City Council has
approved the acceptance of the donation of the Property by Donor pursuant to a City
Council Resolution, and no other approvals or consents are necessary in connection
with this Agreement. Donee has taken all necessary action to authorize the
execution of this Agreement and the consummation of the transactions contemplated
hereby.
c.) STORMWATER DRAINAGE. Pursuant to the Stormwater System
Agreement, upon development of currently undeveloped property in Lot 3, Block 4,
Commerce Park, according to the recorded plat thereof, Anoka County, Minnesota
("Undeveloped Property"), Donor, its successors and assigns shall be permitted to
discharge stormwater from the Undeveloped Property to the stormwater pond
located upon the Property to meet the stormwater management requirements of said
development in accordance with City, state and local requirements. Donee further
agrees that before, during and after the development of the Undeveloped Property,
Donor, its successors and assigns shall have the right to drain stormwater from the
Undeveloped Property into and through the City's storm water management,
drainage, and treatment systems and improvements, stormwater conveyances, and
components thereof located upon the Property in accordance with city, state and
local requirements, consistent with the rights provided in that certain Permanent
Storm Water Ponding, Drainage and Access Easement dated October 9, 2017 and
filed with the Anoka County Registrar of Titles on November 17, 2017 as Document
No. 2186633.001 (the "Permanent Easement Agreement").
d.) PERVIOUS SURFACE AND GREEN SPACE. Pursuant to the
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Stormwater System Agreement, upon any future development of Donor's Property,
the Property shall be counted as pervious surface and green space in any
development calculations.
Donee's representations and warranties shall survive the closing of the transaction
contemplated by this Agreement and shall not merge into the deed delivered at
Closing.
SECTION 12. MISCELLANEOUS.
a.) Headings. The headings in this Agreement are for convenience only and are
not part of this Agreement and do not in any way limit or amplify the terms and
provisions hereof. It is understood and agreed that this Agreement has been made
following negotiation by the parties and it is, therefore, not to be construed against
any party because of draftsmanship.
b.) Modifications. All modifications to this Agreement must be in writing and
signed by the parties hereto.
c.) Severability. The invalidity or unenforceability of any term or terms of this
Agreement shall not invalidate, make unenforceable or otherwise affect any other
term of this Agreement, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision were omitted, and in such event, the
remaining terms of this Agreement shall remain in full force and effect.
d.) Governing Law. This Agreement shall be governed by and be construed in
accordance with the laws of the State of Minnesota.
e.) Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act or event from which the designated period of time
begins to run will not be included. The last day of the period so computed will be
included, unless it is a Saturday, Sunday or legal holiday, in which event the period
runs until the end of the next day which is not a Saturday, Sunday or legal holiday.
f) Time of the Essence. All times, wherever specified herein for the
performance by Donor or Donee of their respective obligations hereunder, are of the
essence of this Agreement.
g.) Assi ng meat. Neither party shall be entitled to assign or convey any interest
in this Agreement to any third party, without first obtaining the prior written consent
of the otherparty.
h.) Counterpart Si ng ature. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
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i.) Effect of Cancellation. If this Agreement is cancelled by any party for any
reason, all prior agreements between the parties, including but not limited to the
Stormwater System Agreement and the Permanent Easement, shall remain in full
force and effect.
SECTION 13. NOTICES. Any notices hereunder shall be deemed sufficiently given by
one party to the other if in writing and if and when delivered or tendered either in person or by
depositing it in the United States mail in a sealed envelope, by certified mail, return receipt
requested, with postage and postal charges prepaid, addressed as follows:
If to Donor: Ralcorp Frozen Bakery Products, Inc.
2021 Spring Road, Suite 600
Oak Brook, IL 60523
Michael D. Klemm
Hellmuth & Johnson, PLLC
8050 West 78th Street
Edina, MN 55439
If to Donee: Wally Wysopal, City Manager
City of Fridley
6431 University Avenue NE
Fridley, MN 55432
Jay P. Karlovich, City Attorney
633 South Concord Street, Suite 400
South St. Paul, MN 55075
or to such other address as the party addressed shall have previously designated by notice given in
accordance with this Section. Notices shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or on the third day after
mailing if mailed as provided above, provided, that a notice not given as above shall, if it is in
writing, be deemed given if and when actually received by aparty.
SECTION 14. AMENDMENT AND WAIVER. The parties hereto may by mutual
written agreement amend this Agreement in any respect. Any party hereto may extend the time for
the performance of any of the obligations of another, waive any inaccuracies in representations by
another contained in this Agreement or in any document delivered pursuant hereto which
inaccuracies would otherwise constitute a breach of this Agreement, waive compliance by another
with any of the covenants contained in this Agreement, waive performance of any obligations by the
other or waive the fulfillment of any condition that is precedent to the performance by the party so
waiving of any of its obligations under this Agreement. Any agreement on the part of any party for
any such amendment, extension or waiver must be in writing. No waiver of any of the provisions of
this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not
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similar, nor shall any waiver constitute a continuing waiver.
SECTION 15. FORBEARANCE OF MARKETING. Donor agrees that from the
Effective Date through the last day of the Due Diligence Period, Donor will not market the Property
or offer the Property for sale to any party other than Donee.
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DONOR:
RALCORP FROZEN BAKERY
PRODUCTS, INC.
By:
Its:
DONEE:
CITY OF FRIDLEY
By:
Scott J. Lund
Its: Mayor
ATTEST:
By:
Deb Skogen
Its: City Clerk
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EXHIBIT A
DEFINITIONS
L CLOSING. "Closing" shall mean the closing of the transaction contemplated by
this Agreement.
2 CLOSING DATE. "Closing Date" shall mean December 20, 2018, unless
otherwise mutually agreed by Donor and Donee.
3. CLOSING DOCUMENTS. "Closing Documents" shall mean and comprise the
following:
a.) A Limited Warranty Deed conveying marketable title to the Property to Donee,
subject to the Permitted Encumbrances.
b.) An Access Easement Agreement by Donor in favor of Donee granting a 50 -foot
wide easement over a portion of the Undeveloped Property to provide vehicular and
pedestrian ingress and egress between the Property and Commerce Lane NE as
reasonably necessary in connection with the construction, maintenance, repair,
replacement and operation of the stormwater improvements located upon the
Property, in a form to be provided by Donor.
c.) An affidavit by Donor of no judgments, no tax liens and no unrecorded interests.
d.) An affidavit by Donee that there has been no labor or materials furnished for which
mechanic liens can be filed with respect to any labor or materials ordered by Donee.
e.) A Well Disclosure Certificate or a well disclosure statement on the Limited
Warranty Deed, as applicable.
f) A "bring down certificate" by Donor certifying that the warranties and
representations of Donor contained in this Agreement are true in all respects at and
as of the Closing Date as though such representations, warranties, covenants and
agreements were made at and as of the ClosingDate.
g.) A Closing Statement prepared by Title Company to be executed by Donor, Donee,
and Title Company at the Closing that accurately describes the economic terms of
transaction described this Agreement.
h.) All other documents affecting title to and possession of the Property and necessary
to transfer or assign the same to Donee.
4, CLOSING LOCATION. "Closing Location" shall mean the office of DCA Title
located at 7373 147th Street West, Suite 161, Apple Valley, MN 55124.
5. CONSTRUCTION DEBRIS. "Construction Debris" means construction debris as
defined by Minn. Stat. § 115A.03.
6. CONTAMINANTS. "Contaminants" means contaminants as defined by Minn.
Stat. � 11513.02.
7. DEMOLITION DEBRIS. "Demolition Debris" means solid waste resulting from
the demolition of buildings, roads, and other man-made structures including concrete, brick,
bituminous concrete, untreated wood, masonry, glass, trees, rock, and plastic building parts.
& DUE DILIGENCE PERIOD. "Due Diligence Period" shall mean a period of
thirty (30) days from and after the Effective Date.
9 ENVIRONMENTAL LAWS. "Environmental Laws" shall mean all federal laws
and regulations that protect or regulate the environment, including, but not limited to, the Clean Air
Act, 42 U.S.C. § 7401 et seq.; the Clean Water Act 33 U.S.C. § 1251 et seq., and the Water Quality
Act of 1987; the Federal Insecticide Fungicide, and Rodenticide Act ("FIFRA"), 7 U.S.C. § 136 et
seq., the Marine Protection Research, and Sanctuaries Act, 33 U.S.C. § 1401 et seq.; the National
Environmental Policy Act, 42 U.S.C. § 4321 et seq.; the Noise Control Act, 42 U.S.C. § 4901 et
seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Resource Conservation
and Recovery Act ("RCRA"), 42 U.S.C. § 6901 et seq. as amended by the Hazardous and Solid
Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. § 3001 et seq.; the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
§ 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act, the Emergency
Planning and Community Right -To -Know Act, and Radon Gas and Indoor Air Quality research
Act; the Toxic Substances Control Act ("TSCA"), 15 U.S.C. § 2601 et seq.; the Atomic Energy Act,
42 U.S.C. § 2011 et seq., and the Nuclear Waste Policy Act of 1982, 42 U.S.C. § 2011 et seq., all as
may be amended, with implementing regulations and guidelines.
Environmental Laws shall also include The Minnesota Environmental Response and
Liability Act ("MERLA") and state, regional, county, municipal, and other local laws, regulations,
and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport
to regulate Waste or Petroleum.
10. ENVIRONMENTAL REPORTS. "Environmental Reports" means any report
produced to the Donee as the result of an environmental site assessment conducted by the Donee.
1L HAZARDOUS SUBSTANCE. "Hazardous Substance" means any of the
following:
a.) Any commercial chemical designated pursuant to the Federal Water
Pollution Control Act, under United States Code, title 33, Section 1321(b)(2)(A).
b.) Any hazardous air pollutant listed pursuant to the Clean Air Act, under
United States Code, title 42, section 7412.
c.) Any hazardous substance, pollutant or contaminant regulated under the
Comprehensive Environmental Response Compensation and Liability Act as
amended, 42 U.S.C. 9601 et. seq. (CERCLA); and hazardous substance, pollutant or
contaminant regulated under similar Minnesota environmental laws.
d.) Any hazardous waste under Minnesota laws.
e.) Pesticides regulated under the Federal Insecticide, Fungicide and
Rodenticide Act, as amended, 7 U.S.C. Section 136 et. seq. (FIFRA).
f.) Asbestos, polychlorinated biphenyls (PCBs), toxic substances, and other
substances regulated under the Toxic Substances Control Act, as amended, 15
U.S.C. section 2601 et. seq. (TSCA).
g.) Source material, special nuclear material, by product materials, any other
radioactive materials or radioactive wastes however produced, regulated under the
Atomic Energy Act, as amended, 42 U.S.C. section 2011 et. seq. or the Nuclear
Waste Policy Act of 1982, as amended, 42 U.S.C. section 10101 et. seq.
h.) Industrial process and pollution control wastes, which are hazardous within
the meaning of the Resource Conservation And Recovery Act, as amended 42
U.S.C. Section 6901 et. seq. (RCRA).
i.) Any hazardous material under the Hazardous Materials Transportation Act,
49 USCS Appx. Section 1801 et. seq.
j.) Any hazardous material listed in Code of Federal Regulation Title 49,
Section 172.101.
k.) Any pollutant or contaminant as defined by 42 U.S.C. Section 9601.
12 HAZARDOUS WASTE. "Hazardous Waste" means hazardous waste as defined
by Minn. Stat. § 11513.02.
13. INDUSTRIAL SOLID WASTE. "Industrial Solid Waste" means industrial waste
as defined by Minn. Stat. § 115A.03.
14, MIXED MUNICIPAL SOLID WASTE. "Mixed Municipal Solid Waste" means
mixed municipal solid waste as defined by Minn. Stat. § 115A.03.
15. PERMITTED ENCUMBRANCES. 'Permitted Encumbrances" shall mean and
comprise the following:
a.) Building and zoning laws, ordinances, state and federal regulations.
b.) Minerals and mineral rights reserved by the State ofMinnesota.
c.) Any defects or encumbrances on the Property to which Donee does not
submit a written Title Objection within the time allowed by this Agreement, or any
defect or encumbrance that is waived by Donee in accordance with the terms of this
Agreement.
16. PETROLEUM. "Petroleum" means any of the following:
a.)
Gasoline.
b.)
Fuel oil.
c.)
Kerosene.
d.)
Any petroleum distillate.
e.)
Any petroleum residual.
f)
Diesel fuel.
g.)
Oil.
h.)
Ethanol.
17. POLLUTANTS. "Pollutants" means pollutants as defined by Minn. Stat.
§ 115B.02.
18 PROPERTY. "Property" shall mean that certain 1.33 acres of land located in the
City of Fridley, County of Anoka, Minnesota legally described on the title commitment attached as
Exhibit B, which exhibit is incorporated by reference. The Property shall also include all of the
right, title and interest of the owner of the property in and to any easements, rights of way,
privileges, appurtenances, and right to the same belonging to or inuring to the benefit of the
Property.
19 RELEASE. "Release" means any spilling, leakage, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment of
any Waste, Hazardous Substance, Petroleum or pollutant or contaminant as defined by 42 U.S.C.
Section 9601.
20. SEWAGE SLUDGE. "Sewage Sludge" means sewage sludge as defined by Minn.
Stat. § 115A.03.
2L SOLID WASTE. "Solid Waste" means solid waste as defined by Minn. Stat.
§ 115A.03.
22. TITLE COMPANY. "Title Company" means DCA Title.
23. WASTE. "Waste" means any and all of the following:
a.)
Hazardous substances.
b.)
Hazardous waste.
c.)
Pollutants.
d.)
Contaminants.
e.)
Construction debris.
i)
Demolition debris.
g.)
Industrial solid waste.
h.)
Mixed municipal solid waste.
i.)
Solid waste.
j.)
Sewage sludge.
EXHIBIT B
TITLE COMMITMENT
ALTA Commitment for Title Insurance
** Issued By Old Republic National Title Insurance Company
* q *
* * * * NOTICE
IMPORTANT -READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE
INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE
CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT.
THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION,
OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE
COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE
PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE
NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED.
THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED
IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE
COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER
PERSON.
COMMITMENT TO ISSUE POLICY
Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, Old Republic National Title
Insurance Company, a Florida Corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This
Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in
Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured.
If all of the Schedule B, Part I—Requirements have not been met within 6 months after the Commitment Date, this Commitment terminates and the
Company's liability and obligation end.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue
Policy; the Commitment Conditions; Schedule A; Schedule B, Part I – Requirements; and Schedule B, Part II – Exceptions.
Issued through the Office of
ORT Form 4690 8-1-16
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
A Stock Company
400 Second Avenue South, Minneapolis, Minnesota 55401
(612) 371-1111
By President
Attest` Secretary
COMMITMENT CONDITIONS
1. DEFINITIONS
(a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records.
(b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land" does not include any
property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads,
avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be
insured by the Policy.
(c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law.
(d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company
pursuant to this Commitment.
(e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this
Commitment.
(fl "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued
pursuant to this Commitment.
(g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of
matters relating to real property to purchasers for value and without Knowledge.
(h) "Title": The estate or interest described in Schedule A.
2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this
Commitment terminates and the Company's liability and obligation end.
3. The Company's liability and obligation is limited by and this Commitment is not validwithout:
(a) the Notice;
(b) the Commitment to Issue Policy;
(c) the Commitment Conditions;
(d) Schedule &
(e) Schedule B, Part I—Requirements;
(fl Schedule B, Part II—Exceptions; and
(g) a counter -signature by the Company or its issuing agent that may be in electronicform.
4. COMPANY'S RIGHT TO AMEND
The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse
claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment
Condition 5. The Company shall not be liable for any other amendment to this Commitment.
5. LIMITATIONS OF LIABILITY
(a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the
Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed
Insured's good faith reliance to:
(i) comply with the Schedule B, Part I—Requirements;
(ii) eliminate, with the Company's written consent, any Schedule B, Part II—Exceptions; or
(iii) acquire the Title or create the Mortgage covered by this Commitment.
(b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the
matter and did not notify the Company about it in writing.
(c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the
Commitment included the added matter when the Commitment was first delivered to the Proposed Insured.
(d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described in
Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed PolicyAmount.
(e) The Company shall not be liable for the content of the Transaction Identification Data, if any.
(fl In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part (—
Requirements have been met to the satisfaction of the Company.
(g) In any event, the Company's liability is limited by the terms and provisions of the Policy.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue
Policy; the Commitment Conditions; Schedule A; Schedule B, Part I – Requirements; and Schedule B, Part II – Exceptions.
ORT Form 4690 8-1-16
6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT
(a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment.
(b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment.
(c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject
matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral,
express or implied, relating to the subject matter of this Commitment.
(d) The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage
beyond the terms and provisions of this Commitment or the Policy.
(e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company.
(fl When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be under the
Policy.
IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT
The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is
not the Company's agent for the purpose of providing closing or settlement services.
8. PRO -FORMA POLICY
The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company may provide. A pro -
forma policy neither reflects the status of Title at the time that the pro -forma policy is delivered to a Proposed Insured, nor is it a commitment to
insure.
9. ARBITRATION
The Policy contains an arbitration clause. All arbitrable matters when the Proposed Policy Amount is $2,000,000 or less shall be arbitrated at the
option of either the Company or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the
arbitration rules at http://www.alta.org/arbitration.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue
Policy; the Commitment Conditions; Schedule A; Schedule B, Part I – Requirements; and Schedule B, Part II – Exceptions.
ORT Form 4690 8-1-16
Issuing Agent: DCA Title
File No. 18-040016 RC
Property Address: XXXX, Fridley, MN 55432
Revision No. 2
Schedule A
ALTA COMMITMENT
1. Commitment Date: 7/29/2018 AT 7:30 A.M.
2. Policy to be issued:
(a) 2006 ALTA Owner's Policy
Proposed Insured: City of Fridley
Proposed Policy Amount: $100,000.00
(b) 2006 ALTA Loan Policy
Proposed Insured:
Proposed Policy Amount: $
(c) ALTA Policy Proposed
Insured: Proposed Policy
Amount: $
3. The estate or interest in the Land described or referred to in this Commitment is fee simple.
4. Title to the estate or interest in the Land is at the Commitment Date vested in:
Lofthouse Bakery Products, Inc.
5. The Land is described as follows:
That part of Lot 3, Block 4, Commerce Park, according to the recorded plat thereof, Anoka County,
Minnesota, which lies east of a line beginning at a point on the north line of said Lot 3 being 205.00 feet
east of the northwest corner of said Lot 3; thence southerly to a point on the south line of said Lot 3 being
125.00 feet east of the southwest corner of said Lot 3 and which lies northwesterly of the following
described line: Commencing at the northeast corner of said Lot 3; thence North 89 degrees 55 minutes 02
seconds West, along the north line of said Lot 3, a distance of 537.88 feet to the point of beginning; thence
South 00 degrees 22 minutes 42 seconds East a distance of 93.85 feet; thence South 30 degrees 58 minutes
03 seconds West a distance of 40.92 feet; thence South 73 degrees 57 minutes 03 seconds West, a distance
of 129.69 feet; thence South 11 degrees 48 minutes 23 seconds West a distance of 102.57 feet; thence South
01 degree 22 minutes 32 seconds West a distance of 133.70 feet to the south line of said Lot 3 and said line
there terminating. Except the south 25.00 feet thereof.
Abstract Property.
Non-residential (all other)
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the
Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I Requirements; and Schedule B, Part II
ORT Form 4690 8-1-16
Exceptions.
Old Republic National Title Insurance Company
10I:48W Tiii[-VI WNM[:1
File No. 18-040016 RC
Revision No. 2
Schedule B -I
ALTA COMMITMENT
Requirements
All of the following Requirements must be met:
1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in
this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The
Company may then make additional Requirements or Exceptions.
2. Pay the agreed amount for the estate or interest to be insured.
3. Pay the premiums, fees, and charges for the Policy to the Company.
4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or
both, must be properly authorized, executed, delivered, and recorded in the Public Records.
5. Record a Certified copy of the Name Change from Lofthouse Bakery Products, Inc. to Ralcorp Frozen
Bakery Products, Inc.
6. Warranty Deed from Ralcorp Frozen Bakery Products, Inc. to City of Fridley.
7. A party that is a Corporation must submit the following for review:
a) Articles of Organization
b) Proof of filing in the office of the Secretary of State and good standings
c) Corporate Resolution Authorizing Sale or Purchase
d) Corporate Resolution Authorizing ability to sign
8. Identification will be required from all parties required to sign documents at closing.
9. Provide DCA Title with a Well Disclosure Certificate or the conveyance documents must contain the
following language: THE SELLER CERTIFIES THAT THE SELLER DOES NOT KNOW OF ANY
WELLS ON THE DESCRIBED REAL PROPERTY.
10. Your attention is drawn to Standard Exception B. This exception may be waived upon receipt of
information as to the identity of parties in possession.
11. Your attention is drawn to Standard Exception C (Mechanic's Liens). This exception will be waived
upon receipt of the buyer's/seller's affidavit stating that no labor or materials have been furnished to the
premises within the past 120 days. If any improvements have been made within the past 120 days, we
require:
A. A Sworn Construction Statement listing all subcontractors and companies from which supplies were
purchased, showing the amount paid and/or owed.
B. Lien Waivers from all subcontractors.
C. Lien Waivers or satisfactory paid receipts from all companies from which supplies were purchased.
To avoid delays in closing, this information must be given to us at least 3 business days prior to closing.
12. Standard Exception A (Survey Exception) will be waived if we are supplied with an ALTA survey
certified to DCA Title and all issues raised by the survey are resolved to our satisfaction.
ORT Form 4690 8-1-16
13. Inspection discloses vacant land. Your attention is drawn to Standard Exception(s) B and C.
14. DCA Title requires all proceeds to be "Collected Funds". Proceeds must be received by wire and
credited to DCA Title's escrow bank account, before the closing can be completed and funds disbursed.
15. NOTE: Searches indicate there are no open Mortgages. Please notify DCA Title if this is incorrect.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the
Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I Requirements; and Schedule B, Part II
Exceptions.
10I:48W Tiii[-VI WNB[:1
File No: 18-040016 RC
Revision No. 2
Schedule B -II
ALTA COMMITMENT
STANDARD EXCEPTIONS
A. Facts which would be disclosed by a comprehensive survey of the premises described herein.
B. Rights and claims of parties in possession.
C. Mechanics', Contractors', or Materialmen's liens and lien claims, if any, where no notice appears of
record.
D. Easements, or claims of easements, not shown by the public records.
Exceptions
THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR
LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE
EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION
VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL
ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN.
The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or
easement identified in Schedule A, and will include the following Exceptions unless cleared to the
satisfaction of the Company:
1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public
Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all
of the Schedule B, Part IRequirements are met.
2. Taxes for the year 2018 in the amount of $9,223.47. First half taxes are paid. (Base Tax amount
$9,223.47.) (Tax No. 10-30-24-14-0058.)
Taxes for the year 2018 in the amount of $58,100.09. First half taxes are paid. (Base Tax amount
$56,737.19.) (Tax No. 10-30-24-14-0060.) (Includes special assessments in the amount of $1,362.90.)
NOTE: Anoka County tax records indicate property is non -homestead for taxes payable in the year 2018.
(as to both Tax Nos.)
NOTE: Taxes for the year 2017 and prior years are paid in full. (as to both Tax Nos.)
NOTE: Minnesota property taxes are due on May 15th (first half) and October 15th (second half).
NOTE: The above legal description constitutes a split of an existing tax parcel. Approval of the appropriate
municipal offices for such a split to take place must be obtained and appear on the face of any instrument of
conveyance or a certified copy of the resolution by the City must be submitted to the Company.
NOTE: The taxes are currently assessed on the underlying legal description. An individual figure on a per
parcel basis is not available as of the date of this commitment. (New Tax No. (Unavailable).
ORT Form 4690 8-1-16
NOTE: The above described property is only a portion of the property covered by the Tax Parcel as
charged in the Tax List. M.S.272.121 requires that the current years property tax on the whole parcel must
be paid in full in order to transfer title to any portion of the whole parcel.
NOTE: Levied and Pending Assessments will follow by endorsement. (as to both Tax Nos.)
NOTE: No coverage is provided for municipal code compliance matters and fees including, but not limited
to, utilities, right of way maintenance, water or sewer services, or fees for tree, weeds, grass and snow or
garbage removal, police boarding, vacant building registration and zoning.
3. 25 foot Utility and Drainage Easement on South lot line(s), as shown on the recorded plat.
4. Permanent utility easement over the East 5 feet recorded in Book 735, page 603.
5. Electric Transmission Line Easement granted to Northern States Power Company recorded as Document
No. 324811.
6. Electric Transmission Line Easement granted to Northern States Power Company recorded as Document
No. 567222.
7. Electric Transmission Line Easement granted to Northern States Power Company recorded as Document
No. 567223.
8. Modification of the above easement recorded as Document No. 1289733.
9. Easement taken by North Suburban Sanitary Sewer Authority by Final Certificate recorded as Document
No. 964197 as amended by Document No. 989629.
10. Special Use Permit recorded as Document No. 961295.
11. Memorandum of Option and lease recorded as Document No. 1253421.
12. Amendment No. 1 to Memorandum of Option and Lease recorded as Document No. 1253422.
13. Notice of Exercise of Option recorded as Document No. 1277371.
14. Amendment No. 2 to Optional Lease Agreement recorded as Document No. 1289734.
15. Pipeline Easement granted to CenterPoint Energy Resources Corp. recorded as Document No. 2003418.002.
16. Final Certificate recorded as Document No. 2009163.001 (Parcel 103)
17. Agreement regarding Encroachment recorded as Document No. 2002235.013.
18. Agreement regarding Encroachment recorded as Document No. 2004350.010.
19. Agreement regarding Encroachment recorded as Document No. 2004533.001.
20. Permanent Storm Water Ponding Drainage and Access Easement recorded as Document No. 2186633.001.
101 :i a 7.7 I ii I-Vier:15 NEI
21. Totinos Finer Foods, Inc. was the fee owner of that part of Lot 3 lying North of the South 54.70 feet and
east of a line. The Pillsbury Company conveyed the property to Salus Real Estate, Inc. by deed dated
October 30, 1991 recorded December 31, 1991 as Document No. 960744. No name change documentation
is of record.
22. Deco Pac, Inc. f k.a. McGlynn Bakeries, Inc. conveyed all of the property to McGlynn Bakeries, LLC by
Quit Claim Deed dated December 31, 2000 recorded January 19, 2001 as Document No. 1545877. No name
change documentation is of record.
23. NOTE: This Examination was made from our previous records and/or from the county records without the
benefit of an updated Abstract of Title and/or Registered Property Certificate. DCA Title will not be
responsible for the cost of updating the abstract/certificate.
24. NOTE: This Revision was prepared on August 20, 2018.
25. NOTE: To schedule a closing, please contact one of the following offices: Apple Valley: 952-432-5600;
Mendota Heights: 651-455-4600; Hastings: 651-437-4900; Roseville: 651-203-1824 or Minneapolis: 612-
821-7591.
26. NOTE: If there are any questions concerning the exceptions on this commitment, please contact Darrell
Jensen at 651-437-5600 ext. 241 or e-mail at d.tensengdcatitle.com.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the
Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I Requirements; and Schedule B, Part II
Exceptions.
sp
10I:48W Tiii[-VI WNN[:1
Exhibit B
Access Easement Agreement
ACCESS EASEMENT AGREEMENT
THIS ACCESS EASEMENT AGREEMENT ("Agreement") is made, executed and
effective the day of , 2018, by and between Ralcorp Frozen Bakery
Products, Inc., a Delaware corporation (hereinafter referred to as "Grantor") and the City of
Fridley, a municipal corporation organized under the laws of the State of Minnesota (hereinafter
referred to as the "City").
WHEREAS, Grantor conveyed certain real property to the City (hereinafter defined and
legally described as the "Benefitted Parcel") located in the City of Fridley, County of Anoka,
State of Minnesota.
WHEREAS, Grantor and City wish to enter into an agreement which will grant to City
an easement for access and ingress and egress on, over, through and upon the Easement Area
(hereinafter defined and legally described as the "Easement Area") for the benefit of the
Benefitted Parcel to allow City to access its storm water pond located on the Benefitted Parcel.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby mutually acknowledged, the undersigned agree to the grant and creation of
the easement (the "Easement") as herein set forth:
1. Benefitted Parcel:
The "Benefitted Parcel" is defined and legally described as follows:
That part of Lot 3, Block 4, Commerce Park, according to the recorded
plat thereof, Anoka County, Minnesota, which lies east of a line beginning
at a point on the north line of said Lot 3 being 205.00 feet east of the
northwest corner of said Lot 3; thence southerly to a point on the south
line of said Lot 3 being 125.00 feet east of the southwest corner of said
Lot 3 and which lies northwesterly of the following described line:
Commencing at the northeast corner of said Lot 3; thence North 89
degrees 55 minutes 02 seconds West, along the north line of said Lot 3, a
distance of 537.88 feet to the point of beginning; thence South 00 degrees
22 minutes 42 seconds East a distance of 93.85 feet; thence South 30
degrees 58 minutes 03 seconds West a distance of 40.92 feet; thence South
73 degrees 57 minutes 03 seconds West, a distance of 129.69 feet; thence
South 11 degrees 48 minutes 23 seconds West a distance of 102.57 feet;
thence South 01 degree 22 minutes 32 seconds West a distance of 133.70
feet to the south line of said Lot 3 and said line there terminating. Except
the south 25.00 thereof.
2. Easement Area:
The "Easement Area" is defined and legally described as follows:
The Southerly 25.00 feet of Lot 3, Block 4, Commerce Park, Anoka
County, Minnesota, lying east of the Benefitted Parcel and lying west of
the west right-of-way line of Commerce Lane NE as dedicated by the plat
of Commerce Park.
AND
The Northerly 25 feet of Lot 4, Block 4, Commerce Park, Anoka County,
Minnesota, lying east of the Benefitted Parcel and lying west of the west
right-of-way line of Commerce Lane NE as dedicated by the plat of
Commerce Park.
3. Grant of Easement:
Grantor hereby conveys and grants to City and its successors, assigns and
contractors a non-exclusive Easement for access and ingress and egress purposes
on, over, through and upon the Easement Area according to the terms hereof. The
City hereby accepts such Easement and the duties and restrictions contained
herein.
4. Purposes and Uses of Easement:
The purpose of this Easement is to permit the City and its successors, assigns, and
contractors to use the Easement Area for access and ingress and egress to the
City's storm water pond located on a portion of the Benefitted Parcel in the event
the City needs to access the City storm water pond area to construct, inspect,
maintain, replace and/or repair the storm water pond.
5. Restrictions on Use:
The City shall only use the Easement Area when the City has the need to
construct, inspect, maintain, repair and/or replace the City's storm water pond or
restore the Easement Area. Only vehicles owned by the City or owned by
contractors hired by the City may travel on the Easement Area. This Easement
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does not create a public right of way; it only creates a limited access route for the
City and its contractors for the purposes above stated.
6. Benefited Parties:
The Easement created herein is for the sole benefit of the City, its successors,
assigns and contractors. The City agrees to adhere to the terms and conditions
stated herein, and the City shall cause its successors, assigns and contractors to
adhere to the terms and conditions stated herein.
7. Restoration of Easement Area:
If the City or its contractors use the Easement Area and the surface within the
Easement Area is disturbed, the City, at its sole cost and expense, shall restore the
Easement Area to substantially the same condition that existed prior to the
Easement Area being used by the City or its contractors. All restoration work
shall be completed as soon as practical. The City shall perform restoration to
achieve a quality of restoration consistent with the surrounding property and the
use thereof.
8. Duration of Easement:
The Easement created hereby is perpetual and runs with the Benefitted Parcel.
9. Relocation of Easement: The Grantor and the City are parties to that certain
Agreement for the Construction of Specific Stormwater System Improvements in the
Oak Glen Creek Subwatershed, City of Fridley Projects 17-446 and 17-516, dated
September 19, 2017 (the "Stormwater System Agreement"). The City constructed
the storm water pond on the Benefitted Parcel as part of the Project pursuant to said
Stormwater System Agreement. A 60" storm trunk line, which drains into the storm
water pond on the Benefitted Parcel, is located within the Easement Area as defined
in this Access Easement Agreement.
Section VIII of the Stormwater System Agreement provides, in pertinent part, as
follows:
In the event that relocation or modification of a portion of the Project
improvements or permanent easements is found to be beneficial to either
party, both parties will evaluate their benefit and cooperate in effecting
said relocation or modification. In the future, if the relocation [ofJ the
existing 60" storm trunk line is financially feasible, the parties agree to
cooperate in effectuating said relocation. Said relocation or modification
is subject to approval of the new location by both parties, which approval
shall not be unreasonably withheld.
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The Grantor and the City hereby acknowledge and agree that the location of the
Easement Area as defined in this Access Easement Agreement shall be subject to
relocation pursuant to Section VIII of the Stormwater System Agreement.
10. No Unreasonable Interference:
The City's use of the Easement Area shall not unreasonably interfere with
Grantor's ability to use the Easement Area.
11. Binding Effect:
The terms and conditions of this Agreement shall be binding upon the parties,
their successors and assigns.
12. Indemnification of Grantor:
The City hereby agrees to indemnify, defend and hold Grantor and its successors
and assigns harmless against and in respect of any and all claims, demands,
actions, suits, proceedings, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including interest, penalties and reasonable
attorneys' fees, in an amount not to exceed the maximum liability limits of Minn.
Stat. § 466.04, that Grantor or its successors and assigns incur or suffer, which
arise out of, result from or relate to the use of the Easement Area by the City and
its successors, assigns and contractors, except to the extent the claims, demands,
actions, suits, proceedings, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies arise out of, result from or relate to
Grantor's negligence.
[Signature pages follow]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year aforesaid by their duly authorized representatives.
CITY:
CITY OF FRIDLEY
Scott J. Lund, Mayor
ATTEST:
Deb Skogen, City Clerk
(CITY SEAL)
STATE OF MINNESOTA )
ss.
COUNTY OF ANOKA )
On this day of , 2018, before me a Notary Public within
and for said County, personally appeared Scott J. Lund and Deb Skogen, to me personally
known, who being each by me duly sworn, each did say that they are respectively the Mayor and
City Clerk of the City of Fridley, the municipality named in the foregoing instrument, and that
the seal affixed to said instrument was signed and sealed on behalf of said municipality by
authority of its City Council and said Mayor and City Clerk acknowledged said instrument to be
the free act and deed of said municipality.
Notary Public
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GRANTOR:
RALCORP FROZEN BAKERY PRODUCTS, INC.
Its:
STATE OF
ss.
COUNTY OF
On this day of 2018, before me a Notary Public within
and for said County, personally appeared to me personally known,
who being by me duly sworn, did say that he/she is the of Ralcorp
Frozen Bakery Products, Inc, a Delaware corporation, and that the foregoing instrument was
executed on behalf of Ralcorp Frozen Bakery Products, Inc. by authority of the Board of Ralcorp
Frozen Bakery Products, Inc.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Jay P. Karlovich, City Attorney
LeVander, Gillen & Miller, P.A.
633 South Concord Street, Suite 400
South St. Paul, MN 55075
(651) 451-1831
So
AFTER RECORDING, PLEASE
RETURN TO:
Jay P. Karlovich, City Attorney
LeVander, Gillen & Miller, P.A.
633 South Concord Street, Suite 400
South St. Paul, MN 55075
(651) 451-1831