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Item 3.16 Vacant Land Purchase Agreement Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Utilities Utility Manager Neidermeier December 9, 2024 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Administrator/Finance Director Flaherty City Attorney Kendall 3.16 – Purchase Agreement STRATEGIC VISION MEETS: THE CITY OF OTSEGO: Is a strong organization that is committed to leading the community through innovative communication. X Has proactively expanded infrastructure to responsibly provide core services. Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. Is a social community with diverse housing, service options, and employment opportunities. Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City staff recommends the City Council approve a vacant land purchase agreement. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: The Utility Capital Improvement Plan (CIP) includes project funding for the Wellhouse 3 Water Treatment Improvement Project establishing filtration processes and equipment benefiting the drinking water quality, resilience and conveyance. The existing well house property is unable to support the proposed improvement requiring a larger lot. A nearby vacant property was identified meeting size needs, water availability, system connectivity, access and zoning requirements. The City Council has held closed sessions to develop offers for the purchase of real property and authorized City staff to make an offer and draft any necessary purchase agreements. The current property has agreed to sell the property to the City, has accepted the offer for the purchase of the property, and has provided a signed purchase agreement to the City. Pending City Council approval of the purchase agreement, City staff will arrange for a closing on the property so that project design may initiate. City Attorney Kendall has prepared the purchase agreement and is recommending City Council consideration of approval. SUPPORTING DOCUMENTS ATTACHED: • Vacant Land Purchase Agreement POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to approve a Vacant Land Purchase Agreement between the City of Otsego and LTH Kalland, LLC for the purchase of PID 118-254-002010 for the purpose of the Wellhouse 3 Water Treatment Improvement Project in the amount of $217,800.00. BUDGET INFORMATION FUNDING: BUDGETED: Fund 601 – Water Utility Yes 1 233446v3 VACANT LAND PURCHASE AGREEMENT This VACANT LAND PURCHASE AGREEMENT (“Agreement”) is made on the __________ day of ________________, 2024, by and between the CITY OF OTSEGO, a Minnesota municipal corporation, 13400 – 90th Street NE, Otsego, MN 55330 (“Buyer”), and LTH KALLAND LLC, a Minnesota limited liability company, 3 Goldfinch Lane, North Oaks, MN 55127 (“Seller”). 1. Offer/Acceptance. Buyer offers to purchase and Seller agrees to sell certain real property located at 7540 Kalland Avenue NE, in the City of Otsego, County of Wright, State of Minnesota, legally described and depicted in Exhibit A, PID: 118254002010 (the “Property”). The Property consists of approximately 2.5 acres, and is currently vacant land. 2. Price and Terms. Subject to the prorations and credits provided in this Agreement, the price for the Property included in this sale is Two Hundred Seventeen Thousand Eight Hundred and 00/100 Dollars ($217,800.00) (“Purchase Price”), which shall be payable and allocated as follows: A. Earnest Money. Buyer shall deposit as earnest money the amount of Twenty-Two Thousand and 00/100 Dollars ($22,000.00) (“Earnest Money”) into escrow (the “Earnest Money Escrow”) pursuant to a joint order escrow agreement to be entered into by Seller and Buyer with Land Title, Inc., 14985 – 60th Street North, Suite 100, Stillwater, MN, 55082 (“Title Insurer”), as escrowee (“Escrowee”), in the form attached to this Agreement as Exhibit B (the “Earnest Money Escrow Agreement”). The Earnest Money shall be deposited by Buyer into the Earnest Money Escrow within five (5) business days following the execution of the Agreement by Seller and Buyer. Provided this Agreement is not otherwise terminated pursuant to its terms, the Earnest Money shall be transferred to the Closing Escrow (as defined in Section 14 of this Agreement) upon establishment of the Closing Escrow. The Earnest Money shall be invested only upon the sole direction and at the sole cost of Buyer, and, except as specifically set forth in this Agreement to the contrary, all interest earned on such Earnest Money shall accrue to the benefit of Buyer. B. Payment of Cash Balance. On or before the Date of Closing (as defined in Section 14 of this Agreement), Buyer shall deposit with Escrowee the balance of the Purchase Price, together with such additional funds for Buyer’s share of closing costs and prorations as may be required pursuant to this Agreement. C. Method of Payment. All cash payments by Buyer will be in U.S. Dollars, and in the form of wire transfer, certified checks, or other immediately available funds. 3. Deed/Marketable Title. Upon performance by Buyer, Seller shall execute and deliver a Warranty Deed conveying marketable title of record, subject to: A. Reservations of minerals or mineral rights by the State of Minnesota, if any; B. Building and zoning laws, ordinances, state and federal regulations; 2 233446v3 C. Any easements of record; and D. Any other matters not timely objected to by Buyer. 4. Real Estate Taxes and Special Assessments. A. Prior Years’ Delinquent Real Estate Taxes and Delinquent Special Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing. B. Real Estate Taxes Payable in the Year of Closing. Real estate taxes based on land area payable in the year of Closing shall be prorated between Seller and Buyer on a calendar year basis to the Date of Closing, on a square foot basis. Seller shall pay on or before the Date of Closing all levied and pending special assessments associated with the Property as of the date of this Agreement. Seller shall pay penalty, interest, and costs on any delinquent installment of taxes and special assessments payable in the year of Closing. C. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes payable on the Property in the year of Closing shall be paid by Seller at Closing. D. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other special assessments levied against the Property as of the date of this Agreement. 5. Seller’s Boundary Line, Restrictions, and Lien Warranties. Seller warrants that buildings on adjoining real property, if any, are entirely outside of the boundary lines of the Property. Seller warrants that there has been no labor or material furnished to the Property for which payment has not been made. Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the Property. These warranties shall survive the delivery of the Deed. 6. Possession. Seller shall deliver exclusive physical possession of the Property to Buyer not later than the actual Date of Closing. 7. Title Insurance Commitment. Within thirty (30) days of the date of this Agreement, Buyer shall be responsible for obtaining title evidence and reviewing title to the Property. Buyer shall be allowed thirty (30) business days after the receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. 8. Title Corrections and Remedies. Seller shall have 120 days from receipt of Buyer’s written title objections to make title marketable. Upon receipt of Buyer’s title objections, Seller shall, within ten (10) business days, notify Buyer of Seller’s intention to make title marketable within the 120-day period. Liens or encumbrances for liquidated amounts which can 3 233446v3 be released by payment or escrow from proceeds of Closing shall not delay the Closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required by this Agreement and the Closing shall be postponed. Upon correction of title and within ten (10) days after written notice to Buyer, the parties shall perform this Agreement according to its terms. If no such notice is given or if notice is given but title is not corrected within the time provided for, Buyer (at Buyers option) shall have the right to: (a) terminate this Agreement; or (b) cause the exception(s) to be removed and credit Buyer’s cost to remove the exception(s) against the Purchase Price. 9. Well Disclosure. [Check one of the following:] X Seller certifies that Seller does not know of any wells on the Property. Wells on the Property are disclosed by Seller on the attached Well Disclosure form. 10. Disclosure of Individual On-Site Sewage Treatment System. [Check one of the following:] X Seller certifies that Seller does not know of any individual on-site sewage treatment systems on the Property. Individual on-site sewage treatment systems on the Property are disclosed by Seller on the attached Disclosure form. 11. Seller’s Representations, Warranties, and Covenants. A. Representations, Warranties, and Covenants. Seller represents, warrants, and covenants with Buyer and its successors and assigns as follows: (1) Seller warrants and represents to Buyer that, to Seller’s knowledge, without investigation, no entity or person has, at any time: (a) “released” or actively or passively consented to the “release” or “threatened release” of any “hazardous substance” from any “facility” or “vessel” located on or used in connection with the Property or adjacent tracts in violation of applicable laws; or (b) taken any action in “response” to a “release” in connection with the Property or adjacent tracts; or (c) otherwise engaged in any activity or omitted to take any action which could subject Seller or Buyer to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute or common law, in connection with hazardous substances located in or on the Property or adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any “hazardous substance” in violation of applicable law. The terms set within quotation marks in this Subsection 11.A(1) shall have the meaning given to them in the Comprehensive Environmental Response and Liability Act, 42 U.S.C. Sec. 9601, et seq., as amended (“CERCLA”), and any state environmental laws. 4 233446v3 (2) Seller has the present full authority and power to execute this Agreement and, on or prior to the Date of Closing, Seller shall have the full authority and power to close the sale of the Property. (3) As of the Date of Closing there will be no outstanding or unpaid claims, actions, or causes of action related to any transaction or obligation entered into or incurred by Seller with respect to the Property prior to the date of this Agreement. (4) Seller is not a foreign person as defined in §1445(f)(3) of the Internal Revenue Code or regulations issued thereunder. (5) To Seller’s actual knowledge, there is no action, litigation, investigation, condemnation, or other proceedings of any kind pending or threatened against Seller with respect to the Property. B. Protected Historical Sites. Seller shall provide Buyer with any documentation regarding the existence of any historical, native American, or archeological materials on or in the Property that might be protected by law. If Seller is not aware of any such materials on or in the Property then the following Seller’s representation, warranty, and covenant shall apply, and shall survive the Closing: Seller represents that Seller do not know if there are historical, native American, or archeological materials on or in the Property that might be protected by law. C. Buyer’s Remedies. All of Seller’s representations, warranties, and covenants in this Agreement shall be true as of the date of this Agreement and of the Date of Closing, and shall be a condition precedent to the performance of Buyer’s obligations under this Agreement. If Buyer discovers that any such representation, warranty, or covenant is not true, Buyer may elect prior to Closing, in addition to any of Buyer’s other rights and remedies, to cancel this Agreement, or Buyer may postpone the Date of Closing up to ninety (90) days to allow time for correction by Seller. If Buyer elects to proceed with the Closing following such discovery, Buyer shall be deemed to have waived its rights to assert a claim against Seller arising from the inaccuracy or untruthfulness of any such representation, warranty, or covenant. 12. Access Prior to Closing; Due Diligence. Upon reasonable notice to Seller, Buyer, and Buyer’s authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyer’s expense, surveys, measurements, soil tests, and other tests that Buyer shall deem necessary, including such work as may be necessary to determine the need for wetland delineation. Buyer must restore any damage to the Property that may result from such activities. 13. Buyer’s Contingencies. Buyer’s obligations under this Agreement, including Buyer’s obligation to Close, are expressly contingent upon each of the following (the “Buyer’s Contingencies”): A. Buyer shall have completed the due diligence activities set forth in Section 12 of this Agreement; 5 233446v3 B. Buyer shall have completed the negotiation, execution, and recording of an agreement with the adjacent property owner for the installation and maintenance of the pipe works necessary to the operation of the water treatment facility proposed to be constructed on the Property by Buyer; C. Buyer shall have determined on or before the Date of Closing that it is satisfied, in its sole discretion, with the results of any environmental, soil investigations, soil borings, and all other tests of the Property conducted by Buyer, the costs of which shall be the responsibility of Buyer; D. Buyer shall have determined on or before the Date of Closing, that it is satisfied, in its sole discretion, with the title to the Property; E. All of the representations, warranties, and covenants made by Seller are true and correct as of the Date of Closing; and F. Buyer shall have determined, in its sole discretion, that the Property is suitable for the construction of Buyer’s water treatment facility proposed to be constructed on the Property by Buyer. If Buyer’s Contingencies have not been satisfied on or before the Date of Closing, then Buyer may, at Buyer’s option, terminate this Agreement by giving notice to the Sellers on or before the Date of Closing. The contingencies set forth in this Section 13 are for the sole and exclusive benefit of Buyer, and Buyer shall have the right to waive the contingencies by giving notice to the Seller. 14. Closing and Closing Escrow. The closing (the “Closing”) shall be at a location designated by Buyer, or, if agreed upon by the parties, the Closing shall take place via an escrow closing by delivery of the documents and funds to the office of Title Insurer. The Closing shall take place on or before December 16, 2024, or at such other time as agreed upon by the parties (the “Date of Closing”). The transaction contemplated by this Agreement shall be consummated by means of Title Insurer’s customary deed and money escrow (the “Closing Escrow”) to be opened with the Title Insurer as Escrowee on or prior to the Date of Closing, in the normal form of agreement provided by the Title Insurer (the “Closing Escrow Agreement”), with such special provisions inserted in the Closing Escrow Agreement as may be required to conform with this Agreement or by closing escrow letters from counsel of each party with directions to Title Insurer regarding such parties’ requirements for Closing. In the event of any conflict between the Closing Escrow Agreement and this Agreement, the terms of this Agreement shall prevail. Unless otherwise agreed by the parties in writing, in the event that any of the contingencies provided for in this Agreement are not satisfied prior to the Date of Closing, this Agreement shall be null and void and of no further force and effect, and the Earnest Money, plus any accrued interest, will be returned to Buyer. At or prior to Closing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 15. Seller’s Closing Documents. Prior to the Closing, Seller shall prepare, execute, and deliver to the Closer the following (collectively, the “Seller’s Closing Documents”): 6 233446v3 A. Warranty Deed. A Warranty Deed in recordable form and reasonably satisfactory to Buyer, which shall include the following well representation: “Seller certifies that the Seller does not know of any wells on the described Property.” B. Seller’s Affidavit. A standard form affidavit by Seller indicating that on the Date of Closing there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving Seller or the Property; that there has been no skill, labor, or material furnished to the Property for which payment has not been made or for which mechanic’s liens could be filed; and that there are no other unrecorded interests in the Property. C. Non-Foreign Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Sellers are not a “foreign person” as defined in §1445(f)(3) of such Code and such regulations. D. Storage Tanks. If required, an affidavit with respect to storage tanks pursuant to Minnesota Statutes § 116.48. E. Well Certificate. If there is a well located on the Property, a well disclosure certificate in form and substance true to form for recording. F. Certification. A certification that the representations and/or warranties and/or covenants made by Seller are materially the same as were in existence on the date of this Agreement or noting any changes to such representations and/or warranties and/or covenants; G. Closing Statement. A closing statement issued by the Title Insurer describing all prorations and other applicable credits as of the Date of Closing (the “Closing Statement”), executed by Seller; and H. Other Documents. All other documents reasonably determined by either party or the title insurance company to be necessary to transfer and provide title insurance for the Property. 16. Buyer’s Closing Documents. At the Closing, Buyer shall execute and/or deliver to Seller the following: A. All documents reasonably determined by either party or the Title Insurer to be necessary to provide title insurance for the Property; B. Payment for the Purchase Price, less the Earnest Money; and C. A countersigned copy of the Closing Statement executed by Buyer. 17. Closing Costs. The costs relating to the Closing of this transaction shall be paid as follows: 7 233446v3 A. Buyer shall pay: (1) Recording fee for the Warranty Deed; (2) One-half of the Closing fees charged by the Title Insurer; (3) Pro-rated taxes; (4) All costs of obtaining a title insurance commitment; and (5) All costs of the premium for owner’s title insurance. B. Seller shall pay: (1) State deed tax; (2) Pro-rated taxes; (3) One-half of the Closing fees charged by the Title Insurer; (4) All costs related to preparation of the Seller’s Closing Documents; and (5) Conservation fee attributable to the Warranty Deed. 18. Notices. All notices required herein shall be in writing and delivered personally or mailed to the address as shown in the heading of this Agreement, and, if mailed, are effective as of the date of mailing. 19. Governing Law; Venue. This Agreement shall be governed, interpreted, and construed in accordance with the laws of the State of Minnesota. All litigation regarding, arising from, or related to this Agreement will be venued in the State District Court located in Wright County, Minnesota. 20. Time of Essence. Time is of the essence for all provisions of this Agreement. 21. Broker’s Commission. Buyer represents to Seller that it has not engaged any party as a broker in connection with the transaction contemplated by this Agreement. Seller represents to Buyer that it has engaged a broker, Brian Pankratz/CBRE in connection with the transaction contemplated by this Agreement (“Seller’s Broker”). Seller will bear the full cost of Seller’s Broker, and Buyer shall have no liability whatsoever related to such cost. Seller will indemnify Buyer from and against any and all liability to which Buyer may be subjected by reason of any broker’s, finder’s, or similar fee with respect to the transaction contemplated by this Agreement to the extent such fee is attributable to any action undertaken by or on behalf of Seller. 8 233446v3 22. Severability. If any provision of this Agreement is invalid or unenforceable, such provision shall be deemed to be modified to be within the limits of enforceability or validity, if feasible; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. 23. Entire Agreement; Modification. This Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in a writing executed by the parties. 24. No Assignment. Buyer may not assign its interest in this Agreement without prior written consent of Seller. If Seller consents, such consent shall not be construed as a consent to any other transfer or assignment of Buyer’s rights or obligations under this Agreement. Any transfer or assignment in violation of this Section 24 will not be valid or enforceable. 23. Counterparts. This Agreement may be executed in one or more counterparts each of which when so executed and delivered shall be an original, but together shall constitute one and the same instrument. 24. Incorporation of Exhibits. The Exhibits attached to this Agreement are true and correct, and are incorporated into and made part of this Agreement. IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be duly executed as of the date first written above. [signature pages follow] 9 233446v3 SIGNATURE PAGE FOR VACANT LAND PURCHASE AGREEMENT BETWEEN THE CITY OF OTSEGO AND LTH KALLAND LLC BUYER: CITY OF OTSEGO By: Jessica L. Stockamp, Mayor By: Audra Etzel, City Clerk 10 233446v3 SIGNATURE PAGE FOR VACANT LAND PURCHASE AGREEMENT BETWEEN THE CITY OF OTSEGO AND LTH KALLAND LLC SELLER: LTH KALLAND LLC By: Hendrik Vroege Its: President 11 233446v3 EXHIBIT A Legal Description and Depiction of the Property Lot 1, Block 2, Dara Glenn Addition, Wright County, Minnesota 12 233446v3 EXHIBIT B Form of Earnest Money Escrow Agreement TO: Land Title, Inc. 14985 – 60th Street North, Suite 100 Stillwater, MN 55082 ATTN: RE: Escrow Trust No. DATE: , 2024 I. Parties Seller: LTH Kalland LLC 3 Goldfinch Lane North Oaks, MN 55127 ATTN: Steve Kavan Buyer: City of Otsego 13400 – 90th Street NE Otsego, MN 55330 ATTN: Escrow Holder: Land Title, Inc. 14985 – 60th Street North, Suite 100 Stillwater, MN 55082 ATTN: Seller’s Legal Counsel: None Buyer’s Legal Counsel: David S. Kendall Campbell Knutson, P.A. Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 II. Preliminary Statement Concurrently with the execution and delivery of this Earnest Money Escrow Agreement, Seller and Buyer have executed and delivered that certain Purchase and Sale Agreement (the “Agreement”). Under the terms of the Agreement, Seller has agreed to sell to Buyer that certain 13 233446v3 parcel of real property located at 7540 Kalland Avenue NE, in the City of Otsego, County of Wright, State of Minnesota, PID: 118254002010, as more particularly described in the Agreement. III. Deposit of Earnest Money; Investment Directions Within five (5) days following the date of the Agreement, Buyer shall deposit Twenty-Two Thousand and 00/100 Dollars ($22,000.00) with the Escrow Holder in accordance with the Agreement (“Earnest Money”). IV. Instructions A. Beginning on the date of this Earnest Money Escrow Agreement (“Earnest Money Escrow Agreement”), Escrow Holder shall only disburse the Earnest Money, together with all interest earned thereon, (i) upon receipt of a written joint order signed by Seller (or Seller’s Counsel) and Buyer (or Buyer’s Counsel); or (ii) in obedience to the process of order of a court as described below. B. All notices or other communications required or permitted under this Earnest Money Escrow Agreement shall be in writing, and shall be deemed to have been given and received (i) when personally delivered or sent by facsimile with a confirmation of transmission, (ii) one day after being sent by a nationally recognized overnight courier with guaranteed next day delivery, (iii) three (3) days after being mailed by United States certified mail, return receipt requested, postage prepaid, to the address set forth below, or (iv) on the same day if delivered by electronic mail. Notice of change of address shall be given by written notice in the manner set forth in this section. C. Except as otherwise expressly set forth in this Earnest Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the parties to this Earnest Money Escrow Agreement. D. If Escrow Holder obeys or complies with any order, judgment, or decree of any court with respect to the Earnest Money, Escrow Holder shall not be liable to any of the parties to this Earnest Money Escrow Agreement or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside, or vacated. In case of any suit or proceeding regarding this Earnest Money Escrow Agreement to which Escrow Holder is or may be at any time a party, Seller and Buyer shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Buyer, the prevailing party in such suit or proceeding shall have no liability for the payment of Escrow Holder’s costs, fees and expenses (all of which shall be borne by the non-prevailing party). E. Escrow Holder is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this Earnest Money Escrow Agreement. 14 233446v3 F. In no case shall the Earnest Money be surrendered except: (i) in the manner specifically described in this Earnest Money Escrow Agreement; (ii) on a joint order signed by Seller (or Seller’s Counsel) and Buyer (or Buyer’s Counsel); or (iii) in obedience to the process of order of a court as set forth above. G. All fees of Escrow Holder shall be charged one-half to Seller and one-half to Buyer. The Escrow trust fee shall be waived if the transaction closes at First American Title Insurance Company. H. Except as to deposits of funds for which Escrow Holder has received express written direction from Buyer (or Buyer’s Counsel) concerning investment or other handling, the parties agree that Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by it under this Earnest Money Escrow Agreement. I. Any order, judgment or decree requiring Escrow Holder to disburse the Earnest Money shall not be binding upon Buyer or Seller as to the ultimate disposition of the Earnest Money unless and until a final, non-appealable order, judgment, or decree is entered by a court having jurisdiction over such proceedings. J. This Earnest Money Escrow Agreement and all provisions of the same shall be binding upon and shall inure to the benefit of the parties to this Earnest Money Escrow Agreement and their respective legal representatives, successors and permitted assigns. [signature page follows] 15 233446v3 BUYER: CITY OF OTSEGO By: [exhibit copy] Jessica L. Stockamp, Mayor By: [exhibit copy] Audra Etzek, City Clerk SELLER: LTH KALLAND, LLC By: Hendrik Vroege Its: President Accepted this day of , 2024 LAND TITLE, INC. By: [printed name] [printed title]