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RES 2009-05 - 14580RESOLUTION NO. 2009 -05 RESOLUTION APPROVING THE SETTLEMENT OF THE LAWSUIT AGAINST THE CITY OF FRIDLEY BROUGHT BY MAIN STREET FRIDLEY PROPERTIES LLC, COMMERCIAL PROPERTY INVESTMENTS, INC., AND JEFFREY L. NIELSEN WHEREAS, Plaintiffs Main Street Fridley Properties LLC, Commercial Property Investments, Inc., and Jeffrey L. Nielsen ( "Plaintiffs ") and the City of Fridley desire to dismiss with prejudice the lawsuit entitled "Main Street Fridley Properties LLC v. City of Fridley, " Case No. 07 -4860 DWF /AJB, in the U.S. District Court, District of Minnesota ( "the Federal Lawsuit ") to avoid the time, expense, inconvenience and uncertainties of litigation. WHEREAS, Plaintiffs and the City's representatives negotiated at the mediated settlement conference with Magistrate Judge Arthur J. Boylan on January 5, 2009, and reached an agreement to settle the Federal Lawsuit, conditioned on the approval of the respective public bodies, as reflected in the Settlement Agreement and Release attached to this resolution. WHEREAS, under the Settlement Agreement and Release, the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota will purchase Plaintiffs' Property. WHEREAS, the Settlement Agreement and Release has been drafted in the form attached, and while it is understood that the document is not final, it is expected that the final Settlement Agreement and Release will be substantially in the form as attached. WHEREAS, the City Council finds that the execution of a document substantially in the form of the Settlement Agreement and Release is in the best interests of the City. THEREFORE, BE IT RESOLVED that the City of Fridley, Minnesota approves the settlement agreement that results in the dismissal of the Federal Lawsuit. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 12TH DAY OF JANUARY 2009. /0??&/f Scott J. Lund, Mayor ATTEST: kd-4v� Debra A. Skogen, C4 Clerk Resolution No. 2009 -05 SETTLEMENT AGREEMENT AND RELEASE (Attachment to Resolution) Plaintiffs Main Street Fridley Properties LLC, Commercial Property Investments, Inc., and Jeffrey L. Nielsen ( "Plaintiffs "), the City of Fridley ( "the City "), and the Housing and Redevelopment Authority for the City of Fridley ( "the HRA ") hereby agree and covenant as follows: 1. The parties to this Agreement wish to avoid the time, expense, inconvenience, and uncertainties of litigation. Accordingly, without any of the parties admitting any liability or admitting the validity of any claim, counterclaim, cause of action, or defense asserted in this action, the parties wish to resolve and settle all disputes, claims, counterclaims, cause of actions, and defenses arising from the events that were the subject matter of the lawsuits described in Paragraphs 2 and 3 of this Agreement. 2. Plaintiffs and the City desire to dismiss with prejudice the lawsuit entitled "Main Street Fridley Properties LLC v. City of Fridley," Case No. 07- 4860 DWF /AJB, in the U.S. District Court, District of Minnesota ( "the Federal Lawsuit "). 3. Plaintiffs and the HRA desire to dismiss with prejudice the matter entitled "Housing and Redevelopment Authority for the City of Fridley v. Main Street Fridley Properties LLC," Case No. 02 -cv -08 -676, in the Anoka County District Court of Minnesota, Case No. A08 -880, in the Minnesota Court of Appeals ( "the Condemnation Proceeding "). THEREFORE, in consideration of the foregoing, and the mutual covenants and conditions contained in this Agreement, the parties agree as follows: A. The HRA shall pay Main Street Fridley Properties LLC $4,000,000 to purchase the Property, which is the approximately 11.52 -acre parcel of land that is subject of the Condemnation Proceeding and which is identified in Paragraph 18 of Plaintiffs' Complaint in the Federal Lawsuit. The legal description of the Property is attached in Exhibit A. The HRA's purchase of the Property from Main Street Fridley Properties LLC will be in lieu of the completion of the Condemnation Proceeding. B. The purchase sum of $4,000,000 shall consist of the $3,165,000 amount that the HRA initially deposited in the Condemnation Proceeding plus an additional $835,000. Any interest earned on the $3,165,000 deposit is be the property of Main Street Fridley Properties, LLC, and shall not be credited against the purchase price. For the additional $835,000 amount, the HRA is responsible for $300,000, the City shall contribute $300,000 to the HRA, and the League of Minnesota Cities Insurance Trust shall contribute $235,000 to the HRA. Page 2 Resolution No. 2009 -05 Page 3 C. The HRA and Main Street Fridley Properties LLC shall enter into the Purchase Agreement in the form attached as Exhibit A. The sale of the Property is under threat of condemnation. D. In exchange for the payment to purchase the Property described in Paragraph A, Main Street Fridley Properties LLC shall execute a warranty deed of the Property to the HRA. E. This paragraph concerns the billboard located near Home Depot on the north side of I -694 in the City of Fridley on easement property owned by Universal Assets Trust, Plaintiffs' affiliate. Plaintiffs and the City agree that the billboard is a lawful prior non- conforming structure, and that under Minn. Stat. § 462.357, subd. le, Plaintiffs or any subsequent owner or lessee may repair, replace, restore, maintain, or improve a nonconforming structure so long as the repair, replacement, restoration, maintenance, or improvement does not constitute an expansion, and that a repair, replacement, restoration, maintenance, or improvement that does not increase the amount of physical space it occupies would not constitute an expansion. The City further recognizes that a pending appeal to the Minnesota Court of Appeals (Clear Channel Outdoor, Inc. v. City of Arden Hills, No. 62 -cv -07 -3231) involves the meaning of "expansion" under § 462.357, subd. le with respect to the conversion of a static sign face to a dynamic display, and agrees that if the ultimate outcome of that case is a determination that such a conversion does not constitute an "expansion" within the meaning of the statute, the City will act towards the billboard in question in conformity with the appellate ruling. F. Except only for the representations or obligations of the parties under this Agreement, Plaintiffs and the City and any and all of their beneficiaries, employees, agents, representatives, successors, assignees, transferees, joint ventures, attorneys, and insurers, hereby release and discharge the other, and their past and present officers, directors, partners, elected officials, board members, employees, agents, representatives, affiliates, divisions, successors, stockholders, assignees, transferees, joint ventures, attorneys, insurers, and risk pools (including the League of Minnesota Cities Insurance Trust) from all manner of claims, demands, actions, causes of actions, suits, debts, dues, sums of money, accounts, bills, covenants, contracts, rights, obligations, controversies, agreements, promises, and demands whatsoever, whether in law or equity, they ever had, or now have, or hereafter may have, whether known or unknown, against each other, involving the matters involved in the Federal Lawsuit, including but not limited to any claim for recovery of attorneys' fees or other costs by Plaintiffs or their counsel. G. Except only for the representations or obligations of the parties under this Agreement, Plaintiffs and the HRA and any and all of their beneficiaries, employees, agents, representatives, successors, assignees, transferees, joint ventures, attorneys, and insurers, hereby release and discharge the other, and their past and present officers, directors, partners, elected officials, board members, employees, agents, representatives, affiliates, divisions, successors, stockholders, assignees, transferees, joint ventures, attorneys, insurers, and risk pools (including the League of Minnesota Cities Insurance Trust) from all manner of claims, demands, actions, causes of actions, suits, debts, dues, sums of money, accounts, bills, covenants, contracts, rights, obligations, controversies, 3 Resolution No. 2009 -05 Page 4 agreements, promises, and demands whatsoever, whether in law or equity, they ever had, or now have, or hereafter may have, whether known or unknown, against each other, involving the matters involved in the Condemnation Proceeding, including but not limited to any claim for recovery of attorneys' fees or other costs by Plaintiffs or their counsel. H. Each party will bear its own costs, expenses, and attorney fees that it has incurred in connection with or arising out of the Federal Lawsuit and the Condemnation Proceeding. I. This Agreement shall be binding upon the successors and assigns of the parties, whether by way of merger, consolidation, operation of law, assignment, purchase, or other acquisition. J. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties to this Agreement shall be governed by the laws of the State of Minnesota. K. Any dispute regarding the interpretation of this Agreement shall be submitted to Magistrate Judge Arthur J. Boylan for final binding interpretation, not subject to appeal. L. This Agreement effects the settlement and release of claims and defenses, which are denied and contested by the parties, and nothing contained in this Agreement shall be construed as an admission of liability by either party. M. Plaintiffs and the City will dismiss with prejudice the Federal Lawsuit upon execution of this Agreement. The attorneys for the parties shall arrange to file the Stipulation for Dismissal With Prejudice with the Court within one week from the execution of this Agreement. N. The HRA and Main Street Fridley Properties LLC will dismiss with prejudice the Condemnation Proceeding upon execution of this Agreement. The attorneys for the parties shall arrange to file the Stipulation for Dismissal With Prejudice with the Court within one week from the execution of this Agreement. O. Each party represents and warrants that it has not assigned or transferred, or purported to assign or transfer, any of the claims released pursuant to this Agreement to any other person and that it is fully entitled to compromise and settle such claims. Each party shall indemnify the other against all costs, expenses, and judgments, including all attorney fees incurred, in the event that any third party shall assert any of the claims released pursuant to this Agreement based on a purported assignment or transfer of rights by a party to this Agreement. P. This Agreement and its attachments and addenda represent the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior and contemporaneous oral and written agreements and discussions, except for the record made before Magistrate Judge Arthur J. Boylan on January 5, 2009. Each of the parties covenants that it has not entered into this Agreement as a result of any 11 Resolution No. 2009 -05 representation, agreement, inducement, or coercion, except to the extent specifically provided in this Agreement. Each party further covenants that the consideration recited in this Agreement is the only consideration for entering into this Agreement, and that no promises or representations of other or further consideration have been made by any person. This Agreement may be amended only by a written agreement executed by all parties. Q. This Agreement is the result of negotiations at the mediated settlement conference with Magistrate Judge Arthur J. Boylan on January 5, 2009 among the parties. All parties have participated in the negotiations, have had an equal opportunity to participate in the drafting and revision of this Agreement, and have had the opportunity to review this Agreement with their counsel. No ambiguity shall be construed against any party based upon a claim that the party in question drafted ambiguous language. R. This Agreement may be executed by the parties by facsimile and in identical counterparts, each of which shall constitute an original for all purposes. WHEREFORE, the parties have executed this Settlement Agreement and Mutual Release effective as of the date first written. Dated: Dated: Dated: MAIN STREET FRIDLEY PROPERTIES LLC By: Jeffrey L. Nielsen Owner /Officer COMMERCIAL PROPERTY INVESTMENTS, INC. By: Jeffrey L. Nielsen Owner /Officer JEFFREY L. NIELSEN Jeffrey L. Nielsen Page 5 Resolution No. 2009 -05 Dated: Dated: Page 6 CITY OF FRIDLEY By: Scott Lund Its Mayor By: William W. Burns Its City Manager HOUSING AND REDEVELOPMENT AUTHORITY FOR THE CITY OF FRIDLEY Dated: By: Lawrence Commers Its Chairperson Dated: By: William W. Burns Its Executive Director KM: 4851 - 4697 -2931, v. I Resolution No. 2009 -05 Page 7 PURCHASE AGREEMENT (Attachment to Settlement Agreement & Release) THIS PURCHASE AGREEMENT (this "Agreement ") is made and entered into as of , 2009 (the "Effective Date "), by and between Main Street Fridley Properties, LLC, a Minnesota limited liability company ( "Seller "), and the Housing and Redevelopment Authority in and for the City of Fridley, a political subdivision of the State of Minnesota ( "Buyer "). This Agreement is for the purchase of property under threat of condemnation consistent with Internal Revenue Code Section 1033, which action has already been initiated by Buyer, is currently pending in the lawsuit entitled "Housing and Redevelopment Authority for the City of Fridley v. Main Street Fridley Properties LLC," Case No. 02 -cv -08 -676, in the Anoka County District Court of Minnesota and Case No. A08 -880, in the Minnesota Court of Appeals, and is being resolved by means of the Settlement Agreement and Release to which this Agreement is an exhibit (the "Settlement Agreement "). In consideration of the Deposited Funds (as hereinafter defined), the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Sale and Purchase. Subject to the terms, conditions, representations and warranties set forth in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase and accept from Seller, title in fee simple to the real property located in Anoka County, Minnesota, and legally described on Exhibit A attached hereto and made a part hereof, together with all hereditaments, appurtenances and easements thereto and including all personal property and fixtures currently located at the real property (collectively, the "Property "). 2. Purchase Price. The total purchase price for the Property (the "Purchase Price ") shall be Four Million and 00 /100 Dollars ($4,000,000.00). The Purchase Price is payable as follows: a. Funds in the amount of Three Million One Hundred Sixty Five Thousand and 00 /100 Dollars ($3,165,000.00) (the "Deposited Funds ") were deposited by Buyer with the District Court for the Tenth Judicial District on April 29, 2008; b. The Deposited Funds paid by Buyer hereunder, excluding interest earned on the Deposited Funds, shall be applied to and will reduce the Purchase Price. Interest earned on the Deposited Funds shall be the property of Seller. c. The balance of the Purchase Price, after adjustments for the prorations and credits specified herein including, without limitation, the Deposited Funds, shall be due from Buyer on the Closing Date. 3. Title Insurance Commitment. At Buyer's expense, Buyer may obtain an Owner's Policy of Title Insurance issued by a title company of its choosing (the "Title Company ") (the "Title Commitment "), covering title to the Property and all appurtenant easements. Resolution No. 2009 -05 Page 8 4. Property Records. Seller shall provide to Buyer, at Seller's sole expense, the following information (collectively, the "Records ") within five (5) days after the Effective Date, except that the information referenced in subsection d. below shall be provided on or before Closing: a. Copies of any existing third -party reports in Seller's possession or control regarding the soils or geotechnical or environmental condition of the Property. Although Seller has no reason to doubt the accuracy of information contained in such third -party reports, Seller does not warranty or guaranty the accuracy or completeness of that information. b. Copies of all correspondence or notices from any state or federal governmental authorities evidencing any possible uncured violation of any law, ordinance or regulation as to the Property. c. Seller has created no unrecorded covenants, conditions, restrictions or easements that benefit or burden the Property. d. Any other information or documentation in Seller's possession reasonably requested by the Title Company relating to the Property which is required to convey title to the Property or which Seller may be required to deliver pursuant to the oral record in the mediated settlement conference before Magistrate Judge Arthur J. Boylan on January 5, 2009. 5. Real Estate Taxes and Special Assessments. Seller agrees to pay to Buyer Two Thousand Five Hundred and 00 /100 Dollars ($2,500.00) as its pro rated share of real estate taxes due and payable in 2008. Buyer shall pay all real estate taxes and assessments due and payable in 2008 and thereafter and any interest and penalties accrued thereon. Seller warrants that all real estate taxes due in all years prior to 2008 have been paid in full. 6. Representations, Warranties and Covenants of Seller. Seller makes the following representations and warranties to Buyer: a. Authority. Seller is the sole owner of the Property and has all necessary power and authority to enter into this Agreement and convey the Property to Buyer, and the person executing this Agreement on behalf of Seller is duly authorized to execute this Agreement and consummate the transaction contemplated hereby on behalf of Seller. b. Non - Foreign Status. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. c. No Prior Agreements. Seller has effectively cancelled any and all prior purchase agreements related to the sale and development of the Property, if any, and Seller represents that it is no longer a party to any legal contract for the sale, lease or development of the Property. Resolution No. 2009 -05 Page 9 d. Violations. Seller has received no written notice of any violations of federal or state law, including applicable environmental laws or governmental agency regulations, orders or requirements relating to the Property that have not been resolved in a manner satisfactory to such governmental entity. Seller has received no notice of any default or breach of any covenants, conditions, restrictions or easements affecting the Property which have not been cured. Seller agrees that, if any such notice is received by Seller at any time prior to closing, then Seller shall immediately notify Buyer of such notice of violation and, at Buyer's request, provide a copy of such notice of violation, if in writing, to Buyer. e. Liti a' tion. There is no litigation, suit, arbitration, mediation, proceeding, claim or investigation, including any environmental, zoning condemnation or land use regulation proceeding, pending or threatened, against Seller or relating to any aspect of the Property which might create or result in a lien on or otherwise adversely affect the Property or any part thereof or interest therein (excluding the matters referenced in the Settlement Agreement) and there is presently no real estate tax protest or similar tax abatement proceeding pending with respect to the Property. f. Other Documents. Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, or default under, any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument or document to which Seller is a party or by which Seller or the Property is bound. g. Environmental. No Hazardous Substances have been generated, treated, stored, transferred from, released or disposed of, or otherwise placed, deposited in or located on the Property by Seller, nor has any activity been undertaken on the Property by Seller that would cause or contribute to the Property becoming a treatment, storage or disposal facility within the meaning of, or otherwise bring the Property within the ambit of, any state, local or federal law, regulation, rule, policy or order relating to the protection of the environment. To the best of Seller's knowledge, there has been no discharge, release or, to the best knowledge of Seller, threatened release of Hazardous Substances from the Property and there are no Hazardous Substances or conditions in or on the Property that may support a claim or cause of action under any state, local or federal law, regulation, rule, policy or order relating to the protection of the environment. To the best of Seller's knowledge, the Property is not now and never has been listed on any list of sites contaminated with Hazardous Substances, nor used as cemetery, landfill, dump, disposal or storage site for Hazardous Substances. h. Wells, Underground Storage Tanks, and Sewage Treatment. To the best of Seller's knowledge, there are currently no wells, underground storage tanks, or individual sewage treatment systems located on or serving the Property that have not been disclosed to Buyer. 9 Resolution No. 2009 -05 Page 10 i. Records. All reports and other documentation delivered to Buyer by Seller pursuant to this Agreement are complete and correct copies of such reports or other documentation as they exist in Seller's possession. j. Flood Hazard Area. To the best of Seller's knowledge, no part of the Property has been designated by the Federal Emergency Management Agency ( "FEMA ") or any other governmental agency or authority as a flood hazard area. k. Leases. Seller has not executed or granted any unrecorded leases, easements or other agreements or declarations affecting the Property. 1. Cooperation. Subject to the parties' agreement on the oral record in the mediated settlement conference before Magistrate Judge Arthur J. Boylan on January 5, 2009, Seller shall cooperate with Buyer's efforts to obtain any approvals and consents which Buyer is required to obtain pursuant to this Agreement, including but not limited to, executing necessary documents to consummate the transaction contemplated hereby. 7. Representation and Warranty of Buyer. Buyer represents and warrants to Seller that it is not aware of any circumstances which might result in loss, cost, expense, liability, damage, or other claim for injury or death to persons or damage to property arising directly or indirectly out of or occasioned in whole or in part by the negligent or intentional wrongful acts or omissions of Buyer or Buyer's representatives on the Property on or after January 30, 2008. Each of the representations and warranties in Sections 6 and 7 shall be deemed remade as of the Closing Date and shall be true and correct as of the Closing Date, subject to disclosures made in writing to Buyer or Seller, as the case may be, prior to the Closing Date and other matters expressly permitted in this Agreement or otherwise specifically approved in writing by the party to whom such representation or warranty is made. Such representations and warranties so remade shall survive the Closing Date, delivery of the Deed (as hereinafter defined) and other documents contemplated by this Agreement, and any investigation by or on behalf of either party. 8. Agency Disclosure. Seller and Buyer represent and warrant to each other that they will solely provide payment to their respective broker(s) in connection with the sale and purchase contemplated by this Agreement. Buyer acknowledges notice that Jeffrey L. Nielsen, principal of Seller, is a licensed real estate broker in the state of Minnesota. Each party agrees to indemnify and hold the other harmless from any claim, damage, cost or expense for any brokerage commission or finder's fee incurred as a result of any agency or brokerage agreement entered into by such party, and to pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party as a result of any agency or brokerage agreement, including reasonable attorneys' fees. This section shall survive the closing or termination of this Agreement. 9. Closing Costs. In addition to the other costs and expenses specifically provided for in this Agreement, closing costs and expenses shall be allocated as follows: 10 Resolution No. 2009 -05 Page 11 a. Seller shall be obligated for and shall pay Seller's attorneys' fees. b. Buyer shall be obligated for and shall pay: i. The cost of the Title Commitment and premium for an owner's policy of title insurance and for all endorsements; ii. Buyer's attorneys' fees; iii. The escrow fee and the closing fee as is charged by the Title Company; iv. State deed tax and conservation fee payable for the Deed; V. All fees for recording all documents necessary to place record fee simple title in Seller's name; and iv. All fees for recording the Deed and related documents. 10. Closing. a. Closing Date. The closing of the sale of the Property ( "Closing ") shall occur at the offices of the Title Company at a time and date to be agreed to by the parties, but in no event later than thirty (30) days following the date of this Agreement. Closing may be accomplished by delivery to the Title Company in escrow. Neither party need be physically present at Closing. b. Deliveries by Seller at Closing. At the Closing, Seller shall deliver to Buyer the following: i. A limited warranty deed in substantially the form attached hereto as Exhibit B (the "Deed "). ii. A standard form Seller's Affidavit, duly executed by Seller and completed without exceptions for bankruptcy, judgments, tax liens, mechanic's liens, parties in possession. iii. An affidavit of non - foreign status, duly executed by Seller, containing such information as is required by IRC Section 1445(b)(2) and its regulations. iv. The information or documentation required by Section 4.d. hereof. C. Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver to Seller the following: i. The balance of the Purchase Price and interest earned on the Deposited Funds, after adjustments by the prorations and credits specified herein including, without limitation, the Deposited Funds. ii. All other agreements, instruments and documents necessary or incident to consummation of the transactions contemplated hereby, as may be required by Title Company. 11 Resolution No. 2009 -05 Page 12 iii. A certificate from the City of Fridley substantially in the form attached hereto as Exhibit C. 11. Notices. All notices, offers, requests, and other communications from any other parties hereto to the others shall be in writing and shall be considered to have been duly given or served if. delivered personally to an officer of the party served; or if sent by first class certified or registered mail, return receipt requested, postage prepaid; or if transmitted by facsimile, copy followed by mail as above required; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows or to such other address within the United States of America as such party may hereafter designate by written notice to the other parties: If to Buyer, to: Housing and Redevelopment Authority in and for the City of Fridley 6431 University Avenue N.E. Fridley, Minnesota 55432 Attention: Executive Director If to Seller, to: Main Street Fridley Properties, LLC 100 Village Drive, Suite 230 North Oaks, MN 55126 Attn: Jeffrey L. Nielsen with a copy to: Phillip R. Krass, Esq. Krass Monroe, P.A. 8000 Norman Center Dr., Suite 1000 Bloomington, MN 55437 with copies to: Robert Bennett, Esq. Flynn Gaskins & Bennett LLP 333 South 7th Street, Suite 2900 Minneapolis, MN 55402 Timothy J. Nelson 7050 W. 120th Avenue, Suite 115 Broomfield, CO 80020 Notices, objections and other communications shall be deemed effective upon delivery, if personally delivered, one (1) business day after being deposited with a nationally recognized overnight air courier or two (2) business days after mailing by certified or registered mail. Rejection, refusal to accept or the inability to deliver notice hereunder because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request. 12. Time of Essence. Seller and Buyer agree that time shall be of the essence of this Agreement. 13. Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Seller and Buyer have contributed substantially and materially to the preparation of this Agreement. 12 Resolution No. 2009 -05 Page 13 14. Definitions. If any date herein set forth for the performance of any obligations by Seller or Buyer or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used in this Section, the term "legal holiday" means any state or federal holiday for which financial institutions or post offices are generally closed in the State of Minnesota. The term "including" shall mean including, as an example, without limiting the generality of the foregoing. 15. Entire Agreement. Subject to the parties' agreement on the oral record in the mediated settlement conference before Magistrate Judge Boylan on January 5, 2009 and the Settlement Agreement, this Agreement (including all exhibits hereto) contains the entire agreement of the parties. It may be changed only by an agreement in writing signed by both parties. 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. 17. Severability. If any provision of this Agreement is held to be unenforceable or void, such provision shall be deemed to be severable and shall in no way affect the validity of the remaining terms of this Agreement. 18. Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Minnesota. [The remainder of this page is intentionally left blank; signature pages follow.] 13 Resolution No. 2009 -05 Page 14 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written. BUYER: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA 3 3 STATE OF MINNESOTA ) ss COUNTY OF ANOKA ) Lawrence R. Commers Chairman William W. Burns Executive Director On this day of , 2009 before me, a notary public within and for Anoka County, personally appeared Lawrence R. Commers and William W. Burns, to me personally known who by me duly sworn, did say that they are the Chairman and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public 14 Resolution No. 2009 -05 SELLER: Page 15 MAIN STREET FRIDLEY PROPERTIES, LLC 3 STATE OF MINNESOTA ) ss COUNTY OF ) Jeffrey L. Nielsen President On this day of , 2009 before me, a notary public within and for County, personally appeared Jeffrey L. Nielsen, to me personally known who by me duly sworn, did say that he is the president of Main Street Fridley Properties, LLC, a Minnesota limited liability company, and acknowledged the foregoing instrument on behalf of said company. Notary Public 15 Resolution No. 2009-05 LEGAL DESCRIPTION [To be confirmed by the Title Commitment] Page 16 EXHIBIT A County iDfAnalm, Ab=wVTorrms Noperty, Certificati: # &4003, 16 Resolution No. 2009 -05 LIMITED WARRANTY DEED STATE DEED TAX DUE: $ Date: 2009 Page 17 EXHIBIT B FOR VALUABLE CONSIDERATION, Main Street Fridley Properties, LLC, a limited liability company under the laws of the State of Minnesota, Grantor, hereby conveys and quitclaims to the Housing and Redevelopment Authority in and for the City of Fridley, a political subdivision under the laws of the State of Minnesota, Grantee, real property in Anoka County, Minnesota, described as follows: See Exhibit 1 together with all hereditaments and appurtenances. Grantor warrants that Grantor has not done or suffered anything to encumber the property, EXCEPT: NONE. Check box if applicable: o The Seller certifies that the Seller does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document. ❑ I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. MAIN STREET FRIDLEY PROPERTIES, LLC Affix Deed Tax Stamp Here STATE OF MINNESOTA }COUNTY OF HENNEPIN ss. Jeffrey L. Nielsen President The foregoing instrument was acknowledged before me this day of , 2009 by Jeffrey L. Nielsen, the President of Main Street Fridley Properties, LLC, a limited liability company under the laws of the State of Minnesota, on behalf of the company, Grantor. NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK): 17 SIGNATURE OF NOTARY PUBLIC OR OTHER OFFICIAL Resolution No. 2009 -05 THIS INSTRUMENT WAS DRAFTED BY (NAME AND ADDRESS): Krass Monroe, P.A. (GLC) 8000 Norman Center Drive, Suite 1000 Minneapolis, MN 55437 -1178 IN Page 18 Check here if part or all of the land is Registered (Torrens) El Tax Statements for the real property described in this instrument sent to (include name and address of Grantee): Fridley HRA City of Fridley 6431 University Avenue N.E. Fridley, MN 55432 Attn: Executive Director Resolution No. 2009 -05 CERTIFICATE Page 19 EXHIBIT C The CITY OF FRIDLEY, a municipal corporation and political subdivision of the State of Minnesota, hereby states that no charges are owing to the City by Main Street Fridley Properties, LLC, a Minnesota limited liability company, including but not limited to special assessments, special charges, utility fees or expenses, or any other charges of any kind with respect to the property legally described on Exhibit A to the Purchase Agreement between Main Street Fridley Properties, LLC and the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota. KM: 4833 - 2710 -2467, v. 4 THE CITY OF FRIDLEY, MINNESOTA By: Its: 19