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05-473Return copy to: (bn) Real Estate Division 140 City Hall Presented By Referred To Council File # �—� 7.3 Green Sheet # ��Sl�(n RESOLUTION CITY OF SAINT PAUL, MINNESOTA �, L , 7 Committee: Date 1 WHEREAS, the City of Saint Paul (City), acting through its Valuation Engineer, has secured an 2 agreement for the purchase of real property rights (street, slope, retaining wall, and construction 3 easements) in the City of Saint Paul as part of its public improvement project to construct Phalen 4 Boulevard, said project was Final Ordered for acquisition on June 24, 2004 with Councii File Numbered 5 04-558A; and, 7 WHEREAS,3MCompany,apropertyowneraffectedbytheabovemenfionedproject,hasagreedtoconvey 8 the necessary property rights to the City for the completion of said Phalen Boulevard; and, 9 10 WHEREAS, 3M Company, has also agreed to dedicate the necessary easement and property rights to the 11 City for the completion of Duchess Street at a future time as described in the docuxnent attached hereto as 12 Exhibit A; and, 13 14 WHEREAS, the Valuation Engineer has recommended the purchase of said property rights at the 15 recommended value plus other considerations as outlined in the terxns and conditions agreed upon between 16 Property Owner and City of Saint Paul in the Purchase Agreement, attached hereto as Eachibit B; and, 17 18 THEREFORE BE IT RESOLVED, that the proper City officials are hereby authorized and directed to 19 accept the real property dedicated and the real property rights conveyance from 3M Company; and, 20 21 FURTHER RESOLVED, that for the easement rights conveyed, compensation in the amount of 22 OneMillionTwoHundredEighteenThousandDollars($1,218,000)willbepaidto3MCompany,thisbeing 23 a fair and reasonable value, said sum to be charged to Activity Code: CPL C04-2S146-0789. os- ��3 ♦ � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � ueparonenuomce�COUncn , � PW - A+blic works Confact Person & Phone: Bob Novak 2668863 � Must Be on Council Agen� � 78-MAY-0S I ! ContractType: I i RE-RESOLUTION uaremmated: ; ,�-�,Y� ; Green Sheet NO: 3026506 � ' A55ign Number For Routing Order Contracts Must Mswer CiN Attornev i � �MawCS Otfice MavodAssistant CounN �Citv Clerk I �N Cierk - Total # of Signature Pages _(Clip NI Lowtions for Signature) i Action Re ! To accep[ ' Boulevazd I Blvd. e�dedication of permanent and temporary easements on property owned by 3M Company for construction of Phalen Arcade St. to Johnson Pazkway. Along with accepting the right-of-way dedication of Duchess St. connection to Phalen � necommenaanons: npp�o�e �n� or rt Planning Commission ' CB Committee �'; QNI Service Cammission CostlRevenue Budgeted: �' 3. Does this persoNfirtn possess a skill not nortnally possessed by any current city employee? Yes No Explain ali yes answers on separate sheet and attach to green sheet Initiating Probiem, Issues, Opportunity (Who, Wha; When, Where, Why): I� This is the las[ parcel [o be acquired for the consVUCUOn of Phalen Blvd. This purchase agreement is for the amount that the City , offered to 3M Company and includes a road way easement for Duchess St. Advantapes HApproved: � The City will be able to secure [he Number 1 Right-of-Way Certificate from MnDot, which is required before the City can be reimbursed for [he project from the Sta[e. �,, Disadvanta4es If Approved: None �� DisadvantapesHNotApproved: � The City will be unable ro commence with [he roadway construction over this paz[ of the projec[ and City would not be able to fullfil [he ! requirement of [he easement agreemen[ with RCRRA . fopl Amount of Transaction: Funding Source: Finan cial Information: (Explain) $�,z�s,000 CPL C04-2S146-0789 0 1 2 3 4 5 1. Has this persoNfirtn e�er worked under a cont2ct for this department? Yes No 2. Has this persoNfirtn e�er been a city employee? Yes No Activity Number:vcluaRa7 F�SRQa��}t C:nR$P,C MAY 1 � 2005 RECEIVED MAY 1 S 2005 MAYOR'S OFFICE May 97, 2005 4:24 PM Page 1 � RIGHT-OF-WAY EASEMENT 3M Company, a Delawaze corporation formerly lmown as Minnesota Mining and Manufacturing Company ("Grantor"), for good and valuable consideration, to it in hand paid and the receipt of which is hereby aclmowledged, does hereby Grart, Bargain, Sell and Convey to the City of Saint Paul, a Minnesota municipal corporation, its successors and assigns ("Grantee"), a perpetual easement for right-of-way purposes for and construction of Duchess Street (the "Right-of-Way EasemenY�, over, under and across the following real property in the County of Ramsey, State of Minnesota (the "Right-of-Way Area'�: SEE EXHIBTT A TO HAVE AND TO HOLD said Right-of-Way Easement unto Grantee, its successors and assigns, subject to all encumbrances of record as of the date hereof, if any, unlil the Right-of- Way Easement is abandoned and released by Cttantee, its successors or assigns in a recordable inshvment. It is intended and a�eed that tt�e Right-of-W ay Easement (i) shall run with the land, but (ii) does not constitute a lransfer of fea Gtle to the Right-of-Way Area In testunony whereof, the Grantor k�as caused this document to be executed by its duly authorized officers and attested to Uus _ day of May, 2005. 3M COMPANY, a Delawaze cocporation B y — Its: STATE OF MINNESOTA • a.r • : _u�y�� ) ) ss. ) The foregoing instrument was aclmowledged before me this _ day of May, 2005, by the of 3M Company, a Delawaze corporaUOn, on behalf of the coiponUOn. Notary Public oS--��3 EXHIBIT A �! EXHIBIT A TO DUCHESS STREET RIGHT-OF-WAY EASEMENT A 70.00 foot wide ship of ]and for roadway putposes over the following described properiy: Lot� 30, 31, 32, 33 and 34, Block 2, arid, Lois 6 and 7, Block 4, Auditots Subdivision No. 7, St Paul, Minn., according to the recorded plat thereof, Ramsey County, Minnesota, together with il�at pazt of vacated Duchess Sheet accruing there[o by vutue of the vawtion [hereof, The centerline of said 70.00 foot vride stdp is described as follows: Commencing at the southwest comer of Sec[ion 28, Townslup 29, Range 22, Ramsey Counry, M'vu�esota; thence North 00 degrees 12 minutes 04 seconds F.ast, assumed bearing, along the west line of said Section 28 a distance of 1128.71 fee[; thence South 86 degrees 28 minutes 30 seconds East a distance of 597.51 feet; thence eastedy 244.73 feet along a tangential curve concave to the nor[h having a radius of 1524.00 fect and a centml angle of 9 dcgrces 72 minutes 03 scconds; thcnce northcastcdy 352.03 feet along a compound curve concave to the northwest having a radius of 2923.00 fcet and a cec�tral angle of 6 degrees 54 minutes Ol seconds; thence North 77 degrees 25 minu[es 25 seconds East a distance of 320.87 feet to a point hereinafter referred to u Point A; thence North 76 degrees 45 minutes 55 seconds East a distance of 42.49 feet to the point of begicming of the line to be described; thence North 12 degees 33 minutes 28 seconds West a disUnce of 89.89 feet; thence northerly 132.55 feet along a tangen5al curve concave to the east having a rndius of 600.00 feet and a cenaal angle of 12 degrees 39 minutes 27 seconds; thence North 0 degrees OS minutes 59 seconds East, tangent to said curve, 200.00 feet and there tenninating. 05-�`13 The sidelines of sazd 70.00 foot wide strip aze to be prolonged or shortened so as to begin on a lme between ihe aforedescribed Poim A and the aforedescribed point of beginning, and the easterly extension of said line. o5-y�3 EXECUTION COPY PURCHASE AGREEMENT IN LIEU OF CONDEMNATION THIS PURCHASE AGREEMENT IN LIEU OF CONDEMNATION (this "AgreemenY') is made as of May�6�'2005 (the "Effective Date"), by and between 3M Company, a Delaware corporarion form�Ply I�own as Minnesota Mining and Manufactnring Company ("3M"), and the City of Saint Paul, a Minnesota municipal corporarion (the "City'�. The City and 3M are referred to collectively in this Agreement as the "Parties" and individually, without differentiation, each as a "Party." RECITALS A. On June 24, 2004, the City, by resolution of its governing body, adopted Council File No. 04-558A (the "Condemnation Resolution"), wherein the City found and determined that it was necessary and for a public purpose to acquire ownership of and all right of possession to (together with certain permanent and temporary easement rights in) certain real property in connection with the right-of-way project for Phalen Boulevard beriveen Arcade Street and Johnson Parkway (the "Phalen ProjecY'). B. 3M owns certain real property located at 878 Russell Street (the "3M Property") upon which it owns, operates and maintains certain improvements, including a one million gallon tank farm, a rail unloading facility, pump house, telecommunications equipment and related utilities (collectively, the "Tank Facilities"). The 3M Property and the Tank Facilities are depicted on the Exhibit A attached hereto and incorporated herein (the "Site Plan"). C. Portions of the land required for the Phalen Project are adjacent to and immediately south of the 3M Property and, pursuant to the Condemnation Resolution, conshuction of the Phalen Project necessitates the permanent acquisition by the City of a certain portion of the 3M Property shown on the Site Plan, together with all improvements perxnanently fixed thereto (collectively, the "Acquisition Property"). D. In addition to the Acquisition Property, the City also requires certain permanent slope easements (the "Permanent Slope EasemenY') on, over and across certain additional portions of the 3M Property depicted on the Site Plan and as set forth in the form of the Permanent Slope Easement attached hereto and incorporated herein as Exhibit B(the "Easement Areas"). E. Upon acquisirion of the Acquisition Property and the Permanent Slope Easement, the City intends to transfer the Acquisition Property and the Permanent Slope Easement to the Ramsey County Regional Railroad Authority (the "RCRRA") as right-of-way for future uses consistent with the RCRRA's mission, including without limitation light-rail transit lines and public bike and pedestrian paths, and/or other public uses. G. In light of the Condemnation Resolution, in lieu of condemnation, and in order to otherwise avoid fm'ther expense and investment of time, the Parties have agreed to the EXHIBIT B 05-��3 sale of the Acquisition Property and the grant of the Permanent Slope Easement upon and subject to the terms and conditions of this Agreement. AGREEMENT Based upon the above Recitals (which aze incorporated herein as if set forth below), the mutual exchange of promises in this Agreement, and for other good and valuable considerafion, the receipt and sufficiency of which are hereby acl�owledged, the Parties agree as follows: Asreements bv 3M. Upon and subject to the terms and conditions of this Agreement, at the Closing defined by Section 5.1 below: (a) Agreement to Sell Acquisition Property. 3M hereby agrees to sell and convey to the City fee title to the Acquisition Property legally set forth on Exhibit C attached hereto and incorporated herein, subject to the Deed Restriction and Permitted Exceprions defined below. (b) A�r, eement to Sell Permanent Sloue Easement. 3M hereby agrees to sell and convey to the City the Permanent Slope Easement. (c) A�reement to Declare Duchess Easement. In arder to accommodate the Phalen Connection defined in Section 2(c) below, 3M hereby agrees to dedicate an additional easement in fauor of the City covering that portion of the 3M Property shown on the Site Plan which is along and adjacent to Duchess Avenue and is reasonably necessary for expanded right-of-way (the "Duchess EasemenY' and the "Duchess Right-of-Way," respectively). 2. Agreements By City. Upon and subject to the terms and conditions of this Agreement: (a) Aexeement to Purchase Acquisition Propertv and Permanent Sloue Easement. The City agrees to purchase the Acquisition Property and Permanent Slope Easement from 3M. (b) Agreement to Transfer Acquisition Pronertv and Permanent Slone Easement to RCRRA. Contemporaneousiy with the Closing, the City hereby agrees to transfer the Acquisition Property and Permanent Slope Easement to the RCRRA for the uses described by Recital E, above (the "RCRRA Transfer"). The Parties hereby aclrnowledge their mutual understanding that the RCRRA does not presently require use of the Acquisition Property and, consequently, until such time as RCRRA requires the use of the Acquisirion Property, the RCRRA has agreed to lease the Acquisirion Properiy back to 3M as of the Effective Date pursuant to the terms and conditions of a separate Lease Agreement by and between 3M and the RCRRA (the "Lease"). The City hereby acl�owledges its support and approval of 3M's continued use of the Acquisition Property pursuant to the terms of the Lease. 05-� 73 (c) A¢reement to Conslruct Phalen Connecrion. As soon as reasonably practicable following the expiration or eazlier termination of the Lease, the City hereby agrees that it shall construct an extension of Duchess Street in order to connect it to (and thereby provide the 3M Properly with d'uect access to and from) Phalen Boulevard (the "Phalen Connection"). The Phalen Connection shall be constructed by the City at its sole cost and expense. (d) A�reement to Grant Encroachment Pemut. The Parties hereby acknowledge that certain portions of the Tank Faciliries are located in the Duchess Right-of-Way necessary for the Phalen Connection (the "Encroaching Facilities"). The City therefore agrees to grant and deliver to 3M at the Closing that certain encroachment permit set forth on the Ezchibit D attached hereto and incorporated herewith in order to pernut 3M's continued use and operarion of the Encroaching Facilifies (the "Encroachment PermiY'). The City hereby waives the One Hundred Seventy Dollar ($170) fee noted on the Encroachment Pernut. (e) A�reement to Provide Site Prepazarion. As soon as reasonably practicable following the expiration or earlier termination of the Lease (notice of which terxnination shall be given to the City pursuant thereto) the City shall remove all improvements from the Acquisition Property and Easement Areas and shall otherwise prepare such areas for use in accordance with the standards of the RCRRA (the "Site Preparation"). Prior to the Site Preparation, the City shall provide 3M with reasonable advance norice and shall otherwise cooperate with 3M so that 3M may effectively relocate and reconnect all utilities and other services to the 3M Property which may be impacted by the Site Prepazation without interruption thereto. 3. Purchase Price. As a part of the total considera6on for this Agreement (which the Parties agree and acknowledge includes, inter alia, the transfer of property interests herein contained, as well as all of the Parties' respecfive duties, responsibilities, rights, and obligations herein enumerated) the City shall pay to 3M a purchase price for the Property of One Million Two Hundred Eighteen Thousand Dollars ($1,218,000) (the "Purchase Price"). The Purchase Price shall be payable by the City to 3M on the Closing Date by wire transfer of imxnediately available funds; and 3M shall provide the City with any necessary information (including without limitafion 3M's tas identificafion number) which is required in order to complete the payment of the Purchase Price. 4. Release bv 3M. 3M agrees that the Purchase Price is inclusive oFany and all amounts required under Minnesota Statutes Chapter 117 (including but not limited to Sections 117.045, 117.232, and 117.52) and relocation expenses, and 3M agrees that by acceptance of the Purchase Price, 3M releases and discharges the City, and its officials, officers, employees, agents, successors and assigns, of and from any and all liability and clauns, at law or in equity, and under any state or federal law, for relocation expenses or real and personal properiy taken, including damages, interest, and costs, arising out of or in connection with the Condemnation Resolution. �� d5-y73 s. cios� . 51 Closin� Date. The closing of the transaction contemplated hereby (the "Closing") shall occur on May 20, 2005, or on such other date as the Parties may agree in writing ("Closing Date"). 5.2 Closine Procedure. At the Closing: 5.2.1 The Ciry shall deliver to 3M, in addition to any other items required by this Agreement, the following: (a) the Purchase Price, plus any closing adjustments in favor of 3M, minus any closing adjustments in favor of the City, by wire transfer; (b) the Encroachment Permit in the form attached hereto as Exhibit D, duly issued by the City; (c) a closing statement, duly executed by the City; and (d) such other documents as may be reasonably and customarily required in connection with the transaction contemplated by this Agreement, each duly executed and acknowledged (where applicable) by the City. 52.2 3M shall deliver to the City, in addition to any other items required by this Agreement, the following: (a) the limited warranty deed (the "Deed") in the form attached hereto as Exhibit E, duly executed and acknowledged by 3M, conveying the Acquisition Property to the City subject to an explicit restricrion prohibiting future use of the Acquisition Property for residenfial purposes (the "Deed Restriction"), as well as the exceptions noted on Schedule B, Section II, of the Commitment for Title Insurance (the "Title CommitmenY') issued by LandAinerica Commonwealth Title as commitment number 203776 (the "Permitted Exceptions"); (b) a Termination of Easement duly executed and acknowledged by 3M releasing that certain easement for private road purposes dated as of 7une 30, 1949, and filed of record July 6, 1949, in Book 1311, page 541, as Document No. 1204542 (the "Termination"); (c) the Permanent Slope Easement (in the form attached hereto as E�ibit B and the Duchess Easement, duly executed and aclrnowledged by 3M; � C�-U73 (d) a non-foreign transferor certification pursuant to Section 1445 of the Internal Revenue Code, but disclaiming all other representarions or warranties expressed or implied; (e) a closing statement, duly executed by 3M; and ( fl such other documents as may be reasonably and customarily required in connection with the transaction contemplated by this Agreement, each duly executed and acl�owledged (where applicable) by 3M. 5.3 Possession; Recordine. 3M shall deliver exclusive possession of the Acquisition Property to the City on the Closing Date subject to the Deed Restriction and Permitted Exceptions. As soon as possible following the Closing, the City shall record the Ternunation, the Permanent Slope Easement, the Deed, and the Duchess Easement (collectively, the "Recorded Documents"), in that order. 6. Closing Costs and Tases. 6.1 3M's Closin� Costs and TaYes. At the Closing, 3M shall pay: (a) Any applicable state deed tas on the Deed; (b) All real estate tases and any installments of special assessments allocable to the Acquisition Property (the "Real Estate Taxes") which were due and payable in any yeaz prior to the yeaz of Closing; (c) Real Estate Taaces due and payable in the year of Closing prorated to the Closing Date on a calendar year basis; and (d) One-half of any escrow or closing fee charged in connection with the Closing. 6.2 The City's Closing Costs and Taaces. At the Closing, the City shall pay: (a) The cost of recording the Recorded Documents; (b) Real Estate Taaces due and payable in the year of Closing prorated from the Closing Date on a calendar year basis; and (c) One-half of any escrow or closing fee charged in connection with the Closing. To the extent the Real Estate Ta�ces due and payable in the yeaz of Closing are not Imown on the Closing Date, such Real Estate Tases shall be prorated based upon Real Estate Taxes due and payable for the immediately preceding tax year and shall be reconciled within thirty (30) calendar days after issuance of final tas bills at the request of either Party. All other closing costs shall be allocated between the Parties in accordance with the customary practice for similar transactions in Ramsey County, Minnesota. 0 5 -y-,: 7. Real Estate Cominissions. Each Party hereby represents and warrants to the other Pariy that it has not entered into any other contract or agreement with any broker, finder or other party in connection with this transaction, and that it has taken no acrion which could result in any broker's, finder's or other fee or commission being payable to any such pariy with respect to the transacrion contemplated hereby. Each Party hereby agrees to indemuify and hold the other Party hazmless from any claim by any broker, finder or other party for a fee or commission as a result of the actions of the indemnifying Party. 8. Condition of Propertv. The terms and conditions of this Section 8 shall survive Closing. 8.1 For the purposes of this Agreement, "Hazardous Material" shall mean any substance, chemical, waste, contaminant, pollutant or other material that is or becomes regulated by any federal, state or local governmental authority because of its toxicity, infectiousness, radioactivity, esplosiveness, ignitability, corrosiveness, or reactivity, including, without limitation, those substances regulated by the Hazardous Waste Laws. For the purposes of this Agreement, "Hazardous Waste Laws" shall mean the Comprehensive Environxnental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et s�.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et s�; the Toxic Substances Control Act,15 U.S.C. § 2601 et s�; the Clean Water Act, 33 U.S.C. § 1321 et se�c .; and the Clean Air Act, 42 U.S.C. § 7401 et se .; or any other federal, state, local ar other governmental statute, regulation, law or ardinance related to pollution or the release into the environment or disposal of solid or hazardous waste or hazardous substances. 8.2 Following the Closing, if any remediation of Hazardous Materials is required on Acquisition Property pursuant to the Hazazdous Waste Laws (including without limitation any removal, disposal, or clean-up of impacted soils or waters) (whether one or more, a"Remediation"), then the City shall be solely responsibie to conduct and pay all costs associated with the Remediation up to One Hundred Thousand Dollars ($100,000)(the "City Remediation Obligation"). The Parties agree that 3M shall not be responsible for any cost or liability in connection with any Remediation unless the actual costs incurred by the City as a result of all such Remediation, in the aggregate, exceeds the City Remediation Obligation. 8.3 If the actual costs incurred by the City as a result of all such Remediation, in the aggregate, exceeds the City Remediation Obligation, then for any amounts above and beyond the City Remediarion Obligation the Parties hereby reserve their respective rights under the Hazardous Waste Laws (including without limitation any available rights to contribution or indemnification). 8.4 The foregoing provisions notwithstanding, nothing contained in this Section 8 shall constitute the waiver or lunitation of any claim which either of the Parties may have against third-parties with respect to any Hazardous Material ar Remediation, including possible contribution or indeuuiificarion therefor. 05=�73 9. Representations and Warranries. 9.1 Bv 3M. 3M hereby represents and warrants to the City that the following are true and correct: 9.1.1 3M has the power and authority to enter this Agreement and to consummate the transacrion contemplated hereby; and the persons executing this Agreement and any documents required hereunder aze or will be duly authorized by 3M to do so. 9.1.2 To 3M's actual lrnowledge, the execution, delivery, and performance by 3M of this Agreement and all instmments and agreements contemplated hereby will not result in a breach or violation of, or constitute a default under, any agreement, instnunent, indenture, law, regulation, ordinance, order or decree to which 3M is a party or by which 3M or the Acquisition Property is bound. 9.1.3 To 3M's actual lrnowledge, there is no litigation or proceeding pending (or overtly threatened) against or affecring the Acquisition Property or any part thereof or pending against 3M that would impair 3M's ability to consmnmate the transaction contemplated herein. 9.2 Bv the City. The City hereby represents and warrants to 3M as follows: 9.2.1 The City has the power and authority to enter this Agreement and to consummate the transaction contemplated hereby; and the persons executing this Agreement and any documents required hereunder are or will be duly authorized by the City to do so. 9.2.2 To the City's actual knowledge, the execution, delivery, and performance by the City of this Agreement and all instniments and agreements contemplated hereby will not result in a breach or violation of, or constitute a default under, any agreement, instnunent, indenture, law, regulation, ordinance, order, or decree to which the City is a party or by which the City is bound. 10. Default. 10.1 By 3M. If Closing shall not occur as and when provided in this Agreement by reason of a default by 3M, then the City shall be entitled, at its option, (i) to terminate this Agreement by delivering an executed termination of this Agreement, and neither Party shall haue any further claims against, obligations to, or rights against the other hereunder, or (ii) to enforce this Agreement by an action for specific performance brought within six (6) months following the scheduled Ciosing Date. 10.2 Bv the Citv. If Closing shall not occur as and when provided in this Agreement due to a default on the part of the City, then 3M shail be entitled to terminate this 7 o5-y�3 Agreement by delivery of written notice to the City and, upon such termination, this Agreement shall be nuil and void and neither Party shall have any further claims against, obligation to or rights against the other hereunder (except that the City's indemnity obligation under Section 11 shall survive any such termination). 11. Indemnitv. Each of the Parties hereby indemnifies, defends and holds the other harmless from and against any and all liability, loss, damage, ciaim, cost, or expense (including reasonable attorneys' fees and mechanids liens) which may have resulted or may result from respectively: (i) as to the City as indemnitor, any entry upon or inspecfion of the Acquisition Properiy by the City, its employees, agents, assigns, contractors, or any other person for whom the City is legally responsible; and (ii) as to 3M as indemnitor, any enhy upon the Duchess Right-of-Way or use of the Encroachment Facilities by 3M, its employees, agents, assigns, contractors, or any other person for whom 3M is legally responsible. Notwithstanding any other provision of this Agreement to the contrary, the obligations set forth in this Section shall survive Closing or any earlier termination of this Agreement. 12. 5urvival; Modification. All terms, conditions, covenants, agreements, indexnnities and representations of the Parties under this Agreement shall survive Closing and termination of the Lease, and they shall remain binding on the Parties. This Agreement may not be modified, amended or altered without a writing signed by both Parties, expressly mentioning this Agreement, and containing an express intention to modify it. 13. Operations After Date of This A�reement. Between the Effective Date and the Closing Date, 3M will not, without the City's prior written consent, enter into any easements, leases, licenses, occupancy agreements, or other contracts with respect to the Acquisition Properiy or Easement Areas which cannot be terminated as of the Closing Date, or otherwise knowingly take (or permit to be taken) any action that would adversely affect title to the Acquisition Property. 14. Notice. Any notice or other communication provided far herein or given hereunder to a Party shall be in writing, and shall be deemed given when personally delivered to a Party as set forth below (or an officer or partner thereof where the Party is a corporation), when mailed by first class mail, re�stered, or certified, return receipt requested, postage prepaid, or when sent by nationally-recognized overnight delivery service, with proof of delivery, delivery charges prepaid, in either case addressed as follows: To 3M: 3M Company Real Estate Department 3M Center 225-01-N-OS St. Paul, MN 55144 Attention: Jill Smith d5-4�3 with a conv to: Faegre & Benson LLP 2200 Wells Fazgo Center 90 South Seventh Street Mivueapolis, MN 55402 Attention: Mazk D. Savin To the City: City of Saint Paul Real Estate Division 140 City Hall Saint Paul, MN 55102 Attn.: Bob Novak 15. Assianment. Neither Party may assign its rights, duries and obligations hereunder without the priar written consent of the other Party. Any attempted assignment of tYtis Agreement by either Party in the absence of consent by the other Party shall be null and void. 16. Entire Aereement. This Agreement, together with the Permanent Slope Easement and Lease, embodies the entire agreement and understanding between the Parties relating to the Condemnation and the transactions contemplated hereby and may not be amended, waived or discharged except by an instrument in writing executed by the Party against whom enforcement of such amendment, waiver or discharge is sought. 17. Governing Law. This Agreement shall be construed and enforced in accordance with the intemal laws of the State of Minnesota. 18. Successors and Assigns. Subject to the limitations of Section 15, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, representatives,successors,and assigns. 19. Counterparts. This Agreement may be executed in one or mare counterparts, each of which shall be an original, but together shall be deemed one and the same instrument. 20. Severabilitv. If any one or more of the provisions contained in this Agreement shall for any reason by held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 21. Taac Reportine Requirements. If the sale and transfer of the Property hereunder is subject to the reporting requirements for real estate transactions under Section 6045 of the Intemal Revenue Code of 1986, then the Parties agree that all necessary information sha11 be given to the person preparing the settlement statement, who shall then be required to make the necessary and timely report. 0 05 -y 73 22. Non-Waiver. The failure of either Parry to exercise or enforce any provisions of this Agreement on one or more occasions will not be deemed a waiver of such provision, nor will a waiver of any provision on one occasion affect a Party's right to enforce such provision fully on other occasions. Any waiver must be in writing and signed by the Party waiving its right in order to be valid and enforceable. 23. E�ibits. This Agreement incorporates the following e�ibits as attached hereto and incorporated herein: Exhibit A — Site Plan E�ibit B— Form of Permanent Slope Easement Exhibit C— Legal Descriprion of Acquisition Property Exhibit D — Form of Encroachxnent Permit E�ibit E — Forxn of Deed Ml:ll84107.09 [Remainder of Page Left Blank, Signature Pages FollowJ 10 OS y 73 3M'S SIGNATURE PAGE FOR PURCHASE AGREEMENT IN LIEU OF CONDEMNATION IN WITNESS WHEREOF, 3M has duly executed this Agreement as ofthe Effective Date. 3M Company, a Delaware corporation By: _ Name: Its: STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The faregoing Purchase Agreement in Lieu of Condemnation was acknowledged before me this day of May 2005, by , the of 3M Company, on behalf of the corporation. Notary Public 11 05 y�3 CITY'S SIGNATURE PAGE FOR PURCHASE AGREEMENT IN LIEU OF CONDEMNATION IN WITNESS WFIEREOF, the City has duly executed this Agreement as of the Effective Date. CITY OF SAINT PAUL, a Minnesota municipal corporation By: _ Name: Its: STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing Purchase Agreement in Lieu of Condemnation was acknowledged before me this day of May 2005, by , the of the City of Saint Paul, on behalf of the city. Notary Public \ n m z � � � .� A C D y A < O � z m � D � m m \ � m � N O N O y ,� �75-+��3 , � �� - � � , .....:...... . � ` -� , � � .. _.... ,._..,. .. �.; , � � ---------�---- � � 1 ' ' � � ` � � \� � � � � � �.� � � \ � 1 i { \ '_" I ._' _ ... � . ... 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N � \ \ m z + � o y I �� ,, x � � a ' -i � � t _ � � „ 3vz , ° a.'p \ z ° -04 � _ £�c �`' _ ° s"^-og \\� _ - _ � � " �a _ ` am o ,_ _; 0 _ N v 5 � S, 30 � — — — — — — — — — — — — — _ � �� ) \�;\ _—__—_---_—�-- �\ \� �� ' .: �, ... ,� , � ,, �� h . b` 1` \' � � - 1� �� _ � €;[�(ii�<<I� � - ��.I' � sli� � #3 p • g a ! 3 i��;(��llijs �ll�flt�j�ta > o; _' :: �F 3 i zy� y � I.��i isA � ' e:7 � 4; � � D O.��.A2 3' � m��- <{__; �?n � 9>°0 '�=�£ 35D a =� Z os-�� ,�►,:��: : Form of Permanent Slope Easement 14 0�-�� 3 PERMANENT SLOPE EASEMENT THIS INDENTURE, made this day of , 2005, by and between the 3M Comoanv (formerl known as Minnesota Minina and Manufacturing Comoanvl a Delaware comoration , their successors and assigns, Grantor(s), and the Citv oF Saint Paul , a municipal corporaUon under the laws of the State of Minnesota, its successors and assigns, Grantee, for good and valuable consideration, to the Gran[or i[ in hand paid and the receipt of which is hereby acknowledged, does hereby grant, bazgain, sell and convey unto Grantee a Permanent Slope Easement over, under and across [he real property described as: See Exhibit "A" It is fiuther understood and agreed tliat the Grantor, for the above consideration, does hereby convey to the Grantee the above described easement for certain purposes including but not limited to enhy, operation, sloping, gading and the clearing and storage of materials in conjunction with and during the construcrion of a Phalen Boulevard and Duchess Street. State of Its: County of � ss and_ � Its: The foregoing instnunent was aclmowledged before me this _ day of 2005, Grantor(s). NOiARIAL STAMP Oft SEAI, (OR OTHER TITLE OR RANK) SIGNATURE OF PERSON TAICING ACKNOWLEDGMHNT THIS ]NS7RUMENT WAS DRAF7ED BY (NAME & ADDRESS) The CiTy of Saint Paul Departrnent of Public Works Real Esqte Division 15 Wut Kellogg Boulevazd Room 140 City Hall 05-� Exhibit A 5 FOOT WIDE PERMANENT SLOPE EASEMENT ON THE EAST SIDE OF PROPOSED DUCHESS STREET That part of the following described land: Lois 30, 31, 32, 33, 34, 35, 36 and 37, Block 2, Auditor's Subdivision No. 7, St. Paul, Minn., according to the recorded plat thereof, Ramsey Couniy, Minnesota. Lying within a 5.00 foot wide strip of land, the west line of which is 35.00 feet easterly of, and parallel with, the following described line: Commencing at the southwest comer of Section 28, Township 29, Range 22, Ramsey County, Minnesota; thence North 00 degrees 12 minutes 04 seconds East, assumed bearing, along the west line of said Section 28 a distance of 1128.71 feet; thence South 86 degrees 28 minutes 30 seconds East a distance of 597.51 feet; thence easterly 244.73 feet along a tangential curve concave to the north having a radius of 1524.00 feet and a central angle of 9 degrees 12 minutes 03 seconds; thence northeasterly 352.03 feet along a compound curve concave to the northwest having a radius of 2923.00 feet and a central angle of 6 degrees 54 minutes 01 seconds; thence North 77 degrees 25 minutes 25 seconds East a distance of 320.87 feet to a point hereinafter referred to as Point A; thence North 76 degrees 45 minutes 55 seconds East a distance of 42.49 feet to the point of beginning of the line to be described; thence North 12 degrees 33 minutes 28 seconds West a distance of 89.89 feet; thence northerly 132.55 feet along a tangential curve concave to the east having a radius of 600.00 feet and a central angle of 12 degrees 39 minutes 27 seconds; thence North 0 degrees O5 minutes 59 seconds East, tangent to said curve, 200.00 feet and there terminating. The sidelines of said 5.00 foot wide strip are to be prolonged or shortened so as to begin on a line between the afore described Point A and the afore described point of beginning, and the easterly eMension of said line. Excepting therefrom the southerly 15.00 feet thereof. Along With; 5 FOOT WIDE PERMANENT SLOPE EASEMENT ON THE WEST SIDE OF PROPOSED DUCHESS STREET That part of the following described land: Lot 6, Block 4, Auditor's Subdivision No. 7, St. Paul, Minn., according to the recorded plat thereof, Ramsey County, Minnesota, together with that part of vacated Duchess Street accruing thereto by virtue of the vacation thereof. Lying within a 5.00 foot wide strip of land, the east line of which is 35.00 feet westerly of, and parallel with, the following described line: Commencing at the southwest corner of Section 28, Township 29, Range 22, Ramsey County, Minnesota; thence North 00 degrees 12 minutes 04 seconds East, assumed bearing, along the west line of said Section 28 a distance of 1128.71 feet; thence South 86 degrees 28 minutes 30 seconds East a distance of 597.51 feet; thence easterly 244.73 feet along a tangential curve concave to the north having a radius of 1524.00 feet and a central angle of 9 degrees 12 minutes 03 seconds; thence northeasterly 352.03 feet along a compound curve concave to the northwest having a radius of 2923.00 feet and a central angle of 6 degrees 54 minutes 01 seconds; thence North 77 degrees 25 minutes 25 seconds East a distance of 320.87 feet to a point hereinafter referred to as Point A; thence North 76 degrees 45 minutes 55 seconds East a distance of 42.49 feet to the point of beginning of the line to be described; thence North 12 degrees 33 minutes 28 seconds West a distance of 89.89 feet; thence northerly 132.55 feet along a tangential curve concave to the east having a radius of 600.00 feet and a central angle of 12 degrees 39 minutes 27 seconds; thence North 0 degrees OS minutes 59 seconds East, tangent to said curve, 200.00 feet and there terminating. The sidelines of said 5.00 foot wide strip are to be prolonged or shortened so as to begin on a line between the afore described Point A and the afore described point of beginning, and the easterly extension of said line. Excepting therefrom the southerly 15.00 feet thereof. 05-4 7 3 15 FOOT WIDE PERMANENT SLOPE EASEMENT Paralleling Phalen Boulevard That part of the following described Parcels 1 and 2, together with those parts of vacated Duchess SVeet and vacated Russell Street accruing thereto by virtue of the vaption thereof, lying northerly of the hereinafter described Line A, and southerly of a line which is parallel with and 15.00 feet northerly of said Line A: PARCELI Lot Six (6) except the North one hundred nine (N 109) feet thereof, and also except that part bounded by a line described as follows: Beginning on the South line of the North one hundred nine (109) feet of said Lot Six (6) forty (40) feet East of the Southwest comer of said North one hundred nine (109) feet; thence to the Southwest comer of said North one hundred nine (109) feet; thence South on the West line of said Lot Six (6), tweniy (20) feet; thence Northeasterly to the point of beginning. And all of Lot Seven (7) in Block Four (4) of Auditor's Subdivision No. 7, St. Paul, Ramsey County, Minnesota, alI according to the recorded plat thereof on file in the office of the Register of Deeds in and for said County. PARCEL2 The South thirty (S. 30) feet of Lot Twenty-six (26) and all of Lots Twenty-seven (27), Twenty-eight (28), Twenty- nine (29), Thirty (30), Thirty-one (31), Thirty-two (32) and Thirty-three (33), Block Two (2), Auditor's Subdivision No. 7, St. Paul, Ramsey County, Minnesota. Line A Commencing at the southwest corner of Section 28, Township 29, Range 22, Ramsey County, Minnesota; thence NoRh 00 degrees 12 minutes 04 seconds East, assumed bearing, along the west line of said Section 28 a distance of 1128.71 feet to the point of beginning of Line A to be described; thence South 86 Degrees 28 minutes 30 seconds East a distance of 597.51 feet; thence easterly 244.73 feet along a tangential curve concave to the north having a radius of 1524.00 feet and a central angle of 9 degrees 12 minutes 03 seconds; thence northeasterly 352.03 feet along a compound curve concave to the northwest having a radius of 2923.00 feet and a central angle of 6 degrees 54 minutes 01 seconds; thence North 77 degrees 25 minutes 25 seconds East a distance of 320.87 feet; thence North 76 degrees 45 minutes 55 seconds East a distance of 371.42 feet, and said Line A there terminating. EXCEPTING THEREFROM: A 70.00 foot wide strip of Iand, the centerline of said 70.00 foot wide strip is described as follows: Commencing at the southwest corner of Section 28, Township 29, Range 22, Ramsey County, Minnesota; thence North 00 degrees 12 minutes 04 seconds East, assumed bearing, along the west Iine of said Section 28 a distance of 1128.71 feet; thence South 86 degrees 28 minutes 30 seconds East a distance of 597.51 feet; thence easterly 244.73 feet along a tangential curve concave to the north having a radius of 1524.00 feet and a central angle of 9 degrees 12 minutes 03 seconds; thence northeasterly 352.03 feet along a compound curve concave to the northwest having a radius of 2923.00 feet and a central angle of 6 degrees 54 minutes Ot seconds; thence North 77 degrees 25 minutes 25 seconds East a distance of 320.87 feet to a point hereinafter referred to as Point A; thence North 76 degrees 45 minutes 55 seconds East a distance of 42.49 feet to the point of beginning of the line to be described; thence North 12 degrees 33 minutes 28 seconds West a distance of 89.89 feet, and there terminating. The sidelines of said 70.00 foot wide strip are to be prolonged or shortened so as to begin on a line behveen the afore described Point A and the afore described point of beginning, and the easterly extension of said line. 05-y � 3 . ��: LeQal Descrintion of Acauisition Propertv That part of the following described Parcels 1 and 2, together with those parts of vacated Duchess Street and vacated Russell Street accnung thereto by virtue of the vacarion thereof, lying southerly of the hereinafter described Line A; PARCEL 1 I,ot SiY (6) except the North one hundred nine (109) feet thereof, and also except that part bounded by a line described as follows: Beginning on the South line of the North one hundred nine (109) feet of said Lot Six (6) forty (40) feet East of the Southwest corner of said North one hundred nine (109) feet; thence to the Southwest corner of said North one hundred nine (109) feet; thence South on the West line of said Lot Six (6), twenry (20) feet; thence Northeasterly to the point of beginning. And all of L,ot Seven (7) in Block Four (4) of Auditor's Subdivision No. 7, St. Paul, Ramsey County, Minnesota, all according to the recorded plat thereof on file in the office of the Register of Deeds in and for said County. PARCEL 2 The South thirty (30) feet of Lot Twenty-six (26) and all of Lots Twenty-seven (27), Twenty- eight (28), Twenty-nine (29), Thirty (30), Thirty-one (31), Thirty-two (32) and Thirty-three (33), Block Two (2), Auditor's Subdivision No. 7, St. Paul, Ramsey County, Minnesota. Line A Commencing at the southwest comer of Section 28, Township 29, Range 22, Ramsey County, Minnesota; thence North 00 degrees 12 minutes 04 seconds East, assumed bearing, along the west line of said Section 28 a distance of 1128.71 feet to the point of beginning of Line A to be described; thence South 86 degrees 28 minutes 30 seconds East a distance of 597.51 feet; thence easterly 244.73 feet along a tangential curve concave to the north hauing a radius of 1524.00 feet and a central angle of 9 degrees 12 minutes 03 seconds; thence northeasterly 352.03 feet along a compound curve concave to the northwest having a radius of 2923.00 feet and a central angle of 6 degrees 54 minutes Ol seconds; thence North 77 degrees 25 minutes 25 seconds East a distance of 320.87 feet; thence North 76 degrees 45 minutes 55 seconds East a distance of 371.42 feet, and said Line A there terxninating. 15 os-� 73 .:��: , Form of Encroachment Permit Sairt PauF Departrnenf oi PuWic Worka �0 City iiail Annex, 25 4Y_ 4th St Sairst Paut Memesota 551i32 APPLICATION AND STAZUS_ ENCROACHMENTPERMiT No. ENC- 0 �-a424 PIN: 252922376125 PROPERTY AD�RESS: 878 OUCHtSS ST. ENCROACHMENT A�DRESS: � Duchess SL PIN:282S22'.A0525 PROPEi2TYAQ�f2ESS: 378 Di1GH�5S ST. ENCftOACHMENTA66RESS_ � auchess St NPE QF ENCR6ACHAAEHT_ {�reswsY, cabtes eFc_) Tank� aif loadu�g 4ac�dY, Parkatg to!, driveway, shetis OESCRiSE L9CA7iOP7 DP EPlC120?,CHkAENT: WAh6n iemDO�Y cans3ruc't�rn esmts �d perns�nezri s€rcef esm� sbutling Lofs 8& 7, Hlk d, �ats 2° - 33, Btk 2, srtd Lot 35, BUc t, sll in Auditor's Sub_ No. 7, St ?sul, Rarresey Co.., MN EEGkLDESCR7PF10Pt{llt�krngafl�cbmpy}: Seeatfached Rpplicatian is hereby made fur an "En+croachment Permi!" as d2escri6exl above in accordance with the fetms of+Cbapter t34 of the Saint Paul LegislaSve Code. tt this appl�ation is eppsnved, the cereter- signed owner{s} herehy agree to the temts of Chapte.r 134 of tf�e Saint Psul Le{�slat�vg £ode which , shall rie deemed ittcorparatedlrerein try reference tagelher with anp special pravxsions wh�ch shalt dae adached h�efa. Att mainicn��e, removai arrd liability fiar the permif{ed �ncroacfiment �re the respaersi69ii4y af the prr+perhf oarerer abutting the abnre refuvenced kega[ly dessritied �aperty. £latice must be g'tven to the Citgr of S�nt PauE, D�gartm�nt af Pc�b!#c Works when said eneroachm�nt is eliminate�l. An�ended permit if appravcd, �Ptsces fhe permit previoeissiy issued i�y the C'aty nf Sair�f Paut irnster: � r C�# {?Y+�PtER (Eee} Prati � Tp¢e: 39�9 CC5MP9.iJY �Chpf Rdckeas: P.{3.SUX 33�}4'E S�n4#�u@ P14N553333441 Sign�fi�te 4C3r��B�_ C1WldER {CiD ar Q4her)P�at# or Type: Phane #: d3�te: 5'fgrahrre�4rigina�}: Phoe�e#: t7a�, Res�tkal 1, 2, 8 3 f�ea�p A[�PRUVE[d BY 5450_�#il A19 atl7er ttses (3Ef11Si1S �2D.fl0 F�urog #ee �174.i7l1 �4fst fee CMake check psya6le ta : City a& Ss"�it Aaul} CammeMs �6I!}9FEC�0i 4f �U�lC �OSKS � 16 O5-y � EXHIBIT E Form ofDeed 17 05-y73 Fortn No. — LIMTI'ED WARRANTY DEED Corooation or Pazh�ershio to Corooration or Pa� No delinquent taxes and transfer entered; Certificate of Real Estate Value O filed O not required Certificate ofReal estate Value STATE DEED TAX DUE HEREON: Date: May 20, 2005 for FOR VALUABLE CONSIDERATION, 3M Company, a Delawaze corporarion f/k/a Minnesota Mining and Manufactiuing Company ("Grantor"), hereby convey and quitclauns to the City of Saint Paul, a Minnesota municipal corporarion ("Grantee"), real property in Ramsey County, Minnesota, described as follows (the "Property"): See attached E�ibit A together will all hereditaments and appurtenances belonging thereto; but subject to the exceptions listed on the E�ibit B attached hereto, and provided, however, that the Property shall not be used at any time for residential purposes. This insmunent conveys afrer-acquired title. Crrantor warrants that Grantor had not done or suffered anything to encumber the Property. Grantox certifies that it laiows of no wells on the Property. Affix Deed Taac Stamp Here State ofMinnesota) County of Ramsey) ss The foregoing inshvment was aclmowledged before me tlris_ day of May, 2005, by the of 3M Company, on behalf of the corporarion. NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK) SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT tac statements for tt�e real property described in this instrument should be sent W (include name and address of Grantee): INSTRUMENT WAS DRAFTED BY (NAME & AD The City of Saint Paul Department of Public Works Real Estate Division 15 Kellogg Boulevard W Room 140 Sairn Paul. Minnesota 55102-1613 r� County Auditor The City of Saint Paul Deparhnent of Public Works Real Estate Division 15 Kellogg Boulevazd W Room 140 SaintPaul, Minnesota 55102-1613 �