HomeMy WebLinkAbout3.a. Review of Business Park Land PurchaseCITY OF ROSEKOUNT
EXECUTIVE SUMMARY FOR ACTION
PORT AUTHORITY COMMISSION MEETING DATE: JULY 6, 1993
AGENDA ITEM: REVIEW OF BUSINESS PARK LAND
AGENDA SECTION:
PURCHASE
OLD BUSINESS
PREPARED BY: JOHN MILLER,
AGENDA NO.
ECONOMIC DEVELOPMENT COORDINATOR
J- A
ATTACHMENTS: COUNTER OFFER SUBMITTED BY
AP VED Y:'if.
ROY ABBOTT
In May the port authority authorized submittal of a purchase agreement for
50.1 acres of land located south of C.R. 42 and east of T.H. 3, known
locally as the Abbott property.
Attached is a copy of a counter offer submitted by the land owner, Roy
Abbott.
Before the port authority can complete any action on a theater or motel or
whatever, it must control a site. Acquisition of land then becomes a top
priority.
I believe the land price in the counter offer is more than Mr. Abbott will
accept and recommend a counter be made. I will visit more with the broker
before July 6 and have a verbal recommendation at the meeting.
RECOMMENDED ACTION:
PORT AUTHORITY ACTION:
Recommendation forthcoming.
SERVICE 1ST
REALTY
COMMERCIAL DIVISION
July 2, 1993
8325 CITY CENTRE DRIVE
WOODBURY, MN 55125
BUS. (612) 738-9000
FAX(612)738-0425
John Miller
City of Rosemount
2875 145th Street West
P.O. Box 510
Rosemount, MN 55068-0510
Dear John:
Attached please find a Purchase Agreement and cover letter
drafted by Roy Abbott's attorney, Joseph J. Christensen,
detailing the terms under which Roy is willing to sell his
Rosemount acreage to the Port Authority.
Please contact me if you have any questions regarding this
proposal.
Sincerely,` Keith P. Collins
Commercial Sales Associate
An Independently Owned and Operated Member of Coldwell Banker Residential Affiliates, Inc.
SNELLING, CHRISTENSEN, BRIANT & LAUE, P. A.
ATTORNEYS AT LAW
SUITE 400
RONALD L.SNELLING
JOSEPH J. CHRISTENSEN
THOMAS A. BRIANT
ROBERT P. I A UE
JOHN A. MURRAY
Mr. Keith P. Collins
Coldwell Banker Realty
8325 City Centre
Woodbury, MN 55125
5101 VERNON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55936
TELEPHONE (612) 927-8855
July 1, 1993
RE: Roy Abbott/Rosemount Property
Dear Keith:
OF COUNSEL
WALTER O. GUSTAFSON
FACSIMILE (612) 927-5427
HAND DELIVERED
At my lunch meeting with Mr. Ed Dunn of yesterday, he
requested that we prepare and present to the Port Authority an
agreement detailing the terms under which Roy Abbott is willing to
sell his Rosemount acreage to the Port Authority. Accordingly, I
have prepared and enclose herein five copies of a Purchase
Agreement specifying the basis upon which Roy Abbott is willing to
sell to the Port Authority. As you can see, all five copies have
been originally executed by Roy. Additionally, please note that
Roy will obtain Laura's signature on five copies of the Consent
attached to the Purchase Agreement as Exhibit C and will distribute
copies to the parties next week. Laura is presently vacationing in
Northern Minnesota.
As referenced in Section 20 of the Purchase Agreement, the
Port Authority must accept the Purchase Agreement by executing and
returning the document, together with the earnest money paid to
Coldwell Banker, no later than July 23, 1993. Sufficient copies
are enclosed so that, following acceptance by the Port Authority,
one originally executed copy can be distributed to the Port
Authority, its attorneys, Coldwell Banker, Mr. Abbott and myself.
Please present the offer to the Port Authority and keep Roy
Abbott and myself informed of any developments as they occur. We
look forward to hearing from you in the near future. In the
interim, if there are any questions, please contact Roy directly.
I will be out of my office from Friday, July 2nd through Wednesday,
July 7th.
Very truly yours,
, CHRISTENSEN, BRIANT & LAUE, P.A.
Josh �. Ci�istensen
Atto ney at a
JJC/bc
Encl.
cc Roy Abbott
PURCHASE AGREEMENT
THIS AGREEMENT is made on 1993, between Roy
E. Abbott, an individual residing in Washington County ("Seller")
and the Rosemount Port Authority ("Buyer")
IN CONSIDERATION OF THIS AGREEMENT, Seller and Buyer agree as
follows:
1. Sale of Property. Seller agrees to sell to Buyer and
Buyer agrees to buy from Seller, the following property (the
"Property")
The North 1/2 of the Northeast 1/4 of Section
32, Township 115, Range 19, except the South
13 feet of the East 525 feet thereof, in
Dakota County, Minnesota.
2. Purchase Price and Manner of Payment. The Purchase Price
("Purchase Price") to be paid by Buyer to Seller for the Property
shall be Five Hundred Fifty Thousand and/no Hundred Dollars
($550,000.00) and shall be payable as follows:
(a) $10,000.00 Earnest Money, payable by Buyer to the
real estate broker identified in Section 11 below
upon and as a condition to Buyer's acceptance
hereof
(b) $90,000.00, cash or cash equivalent funds, plus or
minus prorations and adjustments as set forth in
this Agreement, at closing; and
(c) $450,000.00, the balance, payable pursuant to a
contract for deed (the "Contract for Deed") to be
entered into by and between Buyer and Seller at
Closing in substantially the form attached hereto
as Exhibit A.
3. Contingencies. The obligations of Buyer under this
Agreement are contingent upon each of the following:
(a) Representations and Warranties. The representations
and warranties of Seller contained in this Agreement must
be in all material respects true now and on the Closing
Date as if made on the Closing Date.
(b) Title. Title shall have been found acceptable or
been made acceptable in accordance with the requirements
and terms of section 6 below.
(c) Inspection and Testing. Seller shall allow Buyer,
and Buyer's agent, access to the Property solely, for the
purposes referenced in Sections 3(d) through 3(h) below,
without charge and at all reasonable times, for the
purpose of Buyer's investigation, survey and testing the
same. Buyer shall pay all costs and expenses of Buyer's
investigation, survey and testing. Buyer shall repair
and restore any damage to the Property caused by or
occurring during Buyer's investigation, survey and
testing and return the Property to substantially the same
condition as existed prior to such entry. Buyer hereby
agrees to indemnify, defend and hold Seller harmless from
any and all liability, costs and expenses, including
attorney's fees, damages, suits or claims arising in
connection with Buyer's investigation, survey and/or
testing. In the event this Agreement is terminated under
any circumstances, Seller shall be entitled to receive
reasonable written verification (such as mechanic lien
waivers) that the costs incurred in connection with
Buyer's investigation, survey and/or testing have been
paid in full as a condition precedent to Buyer being
entitled to receive a refund of Buyer's Earnest Money.
Buyer also agrees, upon any such termination, to provide
Seller with full and complete copies of any surveys,
tests, reports or other documentation created or obtained
by Buyer in connection with the matters referenced in
Sections 3(d) through 3(h) below and Buyer shall execute
and deliver to Seller an agreement acknowledging the
termination of all of Buyer's rights in the Property
and/or under this Agreement.
(d) Survey. Buyer shall, at its cost and expense,
cause the Property to be surveyed by registered
land surveyors, who are properly licensed to
practice in the State of Minnesota. The survey
shall be certified to the Buyer, the Seller and the
Title Company, and be delivered to the parties
within forty-five (45) days of the date of this
Agreement, as follows:
i) the boundary lines of the Property and the
legal description therefor;
ii) the location of all physical encroachments, of
any;
iii) all existing easements and the recording
information therefor;
iv) all existing roadways abutting the Property
and any existing limitation of access thereto;
V) all existing utilities located on or adjacent
to the Property;
-2-
vi) all building or other setback lines and all
floodplain lines and utility lines, if any;
and
vii) the location of all improvements, if any.
(e) Testing. Buyer shall have determined within forty-
five (45) days after the date of this Agreement that it
is satisfied with the results of and matters disclosed by
all soil tests, engineering inspections, hazardous waste
and environmental reviews of the Property. Promptly
after receipt of such inspection report, Buyer shall
forward a copy of same to Seller.
In the event that a final closing does not occur and
pending such occurrence, Buyer agrees to keep such test
results confidential, except for any notice which Buyer
may be obligated to give to applicable governmental
authorities.
If such test results disclose soil conditions that are
unsatisfactory to Buyer, in Buyer's sole discretion,
Buyer may then terminate this Agreement upon written
notice within the time provided above or seven (7) days
after receipt of such final test results, whichever shall
be earlier, and in such event the Earnest Money will
thereafter be returned to the Buyer and neither party
shall have any further obligation under this Agreement
except as provided for in paragraph 3(c).
(f) Survey Approval. Buyer shall have determined within
seven (7) days after receipt of the survey referred to in
paragraph 3(d), in Buyer's sole discretion, that the
condition of the Property as set forth in such survey is
satisfactory to Buyer. If such survey is not
satisfactory to Buyer, then Buyer may terminate this
Agreement upon written notice and in such event the
Earnest Money will be returned to the Buyer and neither
party shall have any further obligations under this
Agreement except as provided for in paragraph 3(c).
(g) Government Approval. Buyer shall have obtained, at
its sole cost and expense on or before the Closing Date,
all government approvals necessary in Buyer's sole
judgment, in order to make the use of the Property which
the Buyer intends. In the event Buyer, in its sole
judgment, does not obtain such permits and/or approvals
as are necessary in Buyer's sole judgment, prior to
Closing, then Buyer may terminate this Agreement upon
written notice not later than the Closing Date and in
such event the Earnest Money will be returned to the
Buyer, and neither party shall have any further
-3-
obligation of this Agreement except as provided for in
Paragraph 3(c).
(h) Roads and Utilities. Buyer shall have determined,
within forty-five (45) days of the date hereof, that the
Property is serviced by all necessary utilities in order
to support Buyer's proposed use and that Buyer will have
satisfactory access thereto. In the event Buyer, in its
sole judgment, determines that the utilities or road
systems are inadequate for the Buyer's proposed use, then
Buyer may terminate this Agreement upon written notice
not later than the Closing Date and in such event the
Earnest Money will be returned to the Buyer and neither
party shall have any further obligation under this
Agreement except as provided for in paragraph 3(c).
Unless Buyer provides Seller with timely written notice
pursuant to Section 14 below of Buyer's objection to any
contingency set forth in this Section 3 above, Buyer shall be
deemed to have waived such contingency in its entirety. In the
event Buyer closes on the purchase of the Property from Seller,
Buyer shall be conclusively deemed to have waived all of the
foregoing contingencies unless otherwise specifically provided in
a separate writing signed by Buyer and Seller.
4. Closing. The closing of the purchase and sale
contemplated by this Agreement (the "Closing" or "Closing Date")
shall occur on a date seventy-five (75) days after the date of this
Agreement as that term is hereinafter defined, or on such earlier
date as selected by Buyer. The closing shall take place at the
office, of the Title Company, or at such other place as may be
mutually agreed to. Seller agrees to deliver possession of the
Property to Buyer at Closing. Seller and Buyer shall each provide
the following at Closing:
(a) Seller's Closing Documents. On the Closing Date,
Seller shall execute and/or deliver to Buyer the
following (collectively "Seller's Closing Documents"):
(i) Contract for Deed. The Contract for
Deed, in substantially the form as is attached
hereto as Exhibit A agreeing to convey the Property
to Buyer in accordance with the terms thereof.
(ii) Well Certificate. A well certificate as
may be required by Minnesota Statutes 103I.235.
(iii) Seller's Affidavit. An affidavit of
title by Seller, in customary form certifying that
on the Closing Date there are no outstanding,
unsatisfied judgments, tax liens or bankruptcies
against or involving Seller or the Property; that
-4-
there has been no skill, labor or material
furnished to the Property for which mechanics liens
could be filed; and that there are no other
unrecorded interests in the Property, other than
the Permitted Encumbrances, together with whatever
standard additional documents which may be required
by the Title Company to issue the "Title Policy" as
defined in Section 6(c) below.
(iv) Title Policy. Subject to Buyer's
obligation to pay the premium therefore, the Title
Policy, or a suitably marked up commitment for
title insurance initialed by the Title Company, in
the form required by this Agreement.
(v) IRS Reporting Form._ The appropriate
federal income tax reporting form, if any is
required.
(vi) Other Documents. All other documents
reasonably required or necessary to transfer the
Property to Buyer free and clear of all
encumbrances except Permitted Encumbrances,
consistent with the terms of this Agreement.
(b) Buyer's Closing Documents_.on the Closing Date,
Buyer will duly execute and deliver to Seller the
following (collectively "Buyer's Closing Documents"):
(i) Down Payment, The $90,000.00 cash down
payment, plus or minus prorations or adjustments,
by wire transfer or certified funds.
(ii) Contract for Deed. The Contract for
Deed, in substantially the form as is attached
hereto as Exhibit A.
(iii) Title Documents. Such affidavits of
Buyer, certificates of value or other documents
that may be reasonably required by the Title
Company in order to record the Seller's closing
documents and issue the Title Policy as required by
this Agreement.
(iv) Such other documents and funds as shall
be reasonably necessary or required to complete the
transactions contemplated by this Agreement.
5. Prorations. Seller and Buyer agree to the following
prorations and allocation of cost regarding this Agreement:
(a) Title Insurance and Closing Fees._ Seller shall pay
-5-
all costs of the Title Company for applicable searches
and for updating abstracts. Buyer will pay the premiums
required for the issuance of the Title Policy and for the
issuance of a mortgagee's policy, if any. Any closing
fee imposed by the Title Company shall be split
fifty/fifty (50/50) between Buyer and Seller.
(b) Real Estate Taxes and Special Assessments. Seller
will pay, on or before Closing Date,all special
assessments currently levied against the Property
including without limitation any installments of special
assessments and interest payable with general real estate
taxes in the year of closing. Special assessments which
become pending or levied after the date hereof shall be
assumed and paid by Buyer. General real estate taxes and
installments of special assessments payable in the year
prior to the year in which the closing takes place and
all prior years shall be paid by Seller. General real
estate taxes payable in the year that the closing takes
place shall be prorated between Seller and Buyer to the
Date of Closing.
(c) Recording Costs. Seller will pay the costs of
recording all documents necessary to place record title
in the condition warranted and represented by Seller in
this Agreement. Buyer will pay the cost of recording all
other documents including the Contract for Deed.
(e) Attorneys Fees. Each party shall pay its own
attorneys fees, except that a defaulting party under this
Agreement or any closing document will pay the reasonable
attorneys fees and court costs incurred by the non
defaulting party to enforce its rights regarding such
default.
6. Title Examination. Title examination will be conducted
as follows:
(a) Seller's Title Evidence. Seller shall on or before
thirty (30) days after this Agreement has been executed
by Seller furnish Buyer with a Commitment ("Title
Commitment") for an Owners Policy of Title Insurance
insuring title to the Property, in the amount of the
Purchase Price, issued by old Republic National Title
Insurance Company by its agent Dakota County Abstract
Company (the "Title Company"). The Title Commitment will
commit the Title Company to insure title to the Property
subject only to those matters listed on Exhibit B
attached hereto and made a part hereof (the "Permitted
Encumbrances") and other matters approved or accepted by
Buyer. Seller shall also deliver to the Title Company an
abstract of title to the Property.
M
(b) Buyer's Objections. Within ten (10) days after
receipt thereof, Buyer will make written objections
("Objections") to the form and/or contents of the Title
Evidence other than the Permitted Encumbrances. Buyer's
failure to make objections within such time period will
constitute waiver of objections. Any matter shown on
such title evidence not timely objected to by Buyer shall
thereafter be deemed to constitute a "Permitted
Encumbrance" hereunder. Seller will have sixty (60) days
after receipt of the objections to cure the objections,
during which period the closing will be postponed as
necessary. Seller shall use its best reasonable efforts
to correct any Objections. To the extent an Objection
can be satisfied by the payment of money, Buyer shall,
after thirty (30) days prior written notice to Seller,
have the right at Closing to apply a portion of the cash
payable to Seller at the Closing to reasonably cure such
Objection if Seller has not otherwise then cured or
provided for the cure of such Objection. The
satisfaction of such Objection and the amount so applied
shall reduce the amount of cash payable to Seller at the
Closing. If the objections are not cured within such
sixty (60) day period, Buyer will have the option to do
any of the following:
(i) terminate this Agreement and receive a refund
of the Earnest Money in which event neither party
shall have any further obligations under this
Agreement except as provided in paragraph 3(c).
(ii) waive the objections and proceed to close.
(c) Title Policy. Seller will furnish to Buyer in
accordance with paragraph 4(a) above, at closing the
title policy ("Title Policy") issued by the Title Company
pursuant to the commitment, or a suitably marked up
commitment initialed by the Title Company undertaking to
issue such a Title Policy in the form required by the
Commitment as approved by Buyer subject, however, to
Buyer's obligation to pay the premium for the issuance of
the Title Policy pursuant to paragraph 5(a) above.
7. Operation Prior to Closing. During the period from the
day of execution of this Agreement by both parties to the Closing
Date (the "Executory Period"), Seller shall maintain the Property
in the ordinary course of business in accordance with prudent,
reasonable business standards, including the maintenance of
adequate liability insurance.
8. Representations and Warranties by Seller. Seller
represents and warrants to the Buyer as follows:
-7-
(a) Title to Property. Seller owns the Property, free
and clear of all encumbrances except the Permitted
Encumbrances.
(b) Leases and Possessory Rights. At closing, there
will be no leases or possessory rights of others
regarding the Property other than pursuant to the
Permitted Encumbrances, if applicable.
(c) Utilities. Seller has received no notice of actual
or threatened reduction or curtailment of any utility
service now supplied or available to the Property.
(d) Wells. Seller has no knowledge of the existence of
any wells on the Property.
(e) Assessments. Seller has received no notice of
pending or threatened special assessments of
reassessments of the Property.
(f) Environmental Laws. To the best of Seller's
knowledge:
(i) There has not been any generation, treatment,
storage or disposal of hazardous substance onto,
into, at or near the Property except in accordance
with federal, state and local statutes, regulations
or ordinances applicable at the time of closing;
(ii) There has not been any release of any
hazardous substance onto, into, at or near the
Property in violation of any applicable laws or
regulations in effect on the Closing Date;
(iii) Seller is in compliance with all applicable
federal, state and local statutes, regulations,
ordinances and rules regarding the handling of
hazardous substances,if any, at the Property; and
(iv) There are no above ground nor underground
storage tanks located in or about the Property.
As used herein, the term "hazardous substance" means any
hazardous, extremely hazardous or toxic substance,
material, waste, pollutant or effluent including, but not
limited to, asbestos, petroleum and those substances,
materials or wastes listed in or under the Comprehensive
Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C. 9601, et. seq.), as amended by the
Superfund Amendments and Reauthorization Act of 1986
(Pub. L. No. 99-499), and regulations promulgated
thereunder, and such other substances, materials, wastes,
pollutants, air pollutants, toxic pollutants or effluents
that are presently regulated under applicable federal,
state and local statutes, regulations, ordinances or
rules, and amendments thereto.
As used herein, the term "release" means spilling,
leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or
disposing of any hazardous substance into or on the soils
or waters in, on or under the Property.
(g) Rights of Others to Purchase Property. Seller has
not entered into any other contracts for the sale of the
Property, nor are there any rights of first refusal or
options to purchase the Property or any other rights of
others that might prevent the consummation of this
Agreement.
(h) FIRPTA. Seller is not a "Foreign Person", "Foreign
Partnership", "Foreign Trust", or "Foreign Estate" as
those terms are defined in Section 1445 of the Internal
Revenue Code.
(i) Proceedings. To the best of Seller's knowledge,
there is no action, litigation, investigation,
condemnation or proceeding of any kind pending or
threatened against Seller and affecting any portion of
the Property.
Seller agrees to indemnify, defend and hold harmless
Buyer, its employees, agents, successors and assigns from
and against any and all claims, damages, liabilities
and/or losses (including reasonable attorneys' fees), and
other fees arising out of the breach of any of the
Seller's representations and warranties contained in this
Agreement. Each of the representations and warranties
contained in this Agreement shall survive the Closing for
a period of six months.
9. Consent of Seller's Spouse. It is hereby acknowledged
that the Seller, Roy E. Abbott, is married to Laura A. Abbott.
Seller agrees to provide the consent of Laura A. Abbott to this
Purchase Agreement in the form as is attached hereto as Exhibit -C
within ten (10) days of Seller's execution of this Purchase
Agreement. In the event Seller fails to provide the consent of
Laura A. Abbott within the time provided by this Section, this
Agreement shall terminate, the earnest money shall be refunded to
the Buyer (if then paid) and neither party shall have any further
obligations hereunder except as provided in paragraph 3(c) above.
10. Condemnation. If, prior to the Closing Date, eminent
domain proceedings are commenced against all or any part of the
C=0
Property, Seller shall promptly give notice to Buyer of such fact
and at Buyer's option (to be exercised within thirty (30) days
after Seller's notice), this Agreement shall terminate, in which
event neither party will have any further obligations under this
Agreement except as specifically set forth herein, and the Earnest
Money shall be refunded to Buyer. If Buyer shall fail to give such
notice, then there shall be no reduction in the Purchase Price, and
Seller shall assign to Buyer at the Closing Date all of the
Seller's right, title and interest in and to any award made or to
be made in the condemnation proceedings with respect only to the
Property it being understood and agreed that nothing herein shall
be construed as giving Buyer any right or interest in any eminent
domain proceeding affecting any portion of Seller's property other
than the Property.
11. Brokers. Each party represents and warrants to each
other that they have dealt with no brokers, finders or the like in
connection with this transaction other than Coldwell Banker
(Attention Keith Collins, 8325 City Centre, Woodbury, MN 55125).
Seller agrees that it shall pay all real estate brokers'
commissions due in connection with the purchase and sale of the
Property and agrees to indemnify and hold Buyer harmless from and
against any commissions claimed by any broker, finder or the like.
Coldwell Bankers represents the Seller in this transaction and
will receive a commission paid by Seller upon, and in the event of,
closing.
12. Assignment. Buyer may assign its rights under this
Agreement before closing. Any such assignment will not relieve the
assigning party of its obligations under this Agreement. In the
event of such assignment, Buyer shall promptly give Seller written
notice thereof including the identity, address and telephone number
of the assignee or its authorized representative.
13. Survival. All the terms of this Agreement, to the extent
not intended herein to be performed prior to or on the Closing
Date, will survive and be enforceable after the Closing.
14. Notices. Any notice required or permitted to be given by
any party upon the other is given in accordance with this Agreement
if it is mailed in a sealed wrapper by United States Registered or
Certified Mail, return receipt requested, postage prepaid, properly
addressed as follows:
If to Seller: Roy E. Abbott
715 Grain Exchange Building
P.O. Box 15223
Minneapolis, MN 55415
-10
With copy to: Joseph J. Christensen
Snelling, Christensen, Briant & Laue, P.A.
5101 Vernon Avenue South, Suite 400
Edina, MN 55436
If to Buyer: The Rosemount Port Authority
c/o John Miller
City of Rosemount
2875 145th Street West
Rosemount, MN 55068
With copy to: Fluegel, Moynihan & Miles, P.A.
1303 South Frontage Road
Hastings, MN 55033
Notices shall be deemed effective on the date of receipt or
the date of mailing as aforesaid; provided, however, that if any
notice is given by mail then the time for response to any notice by
the other party shall commence to run two (2) business days after
the day of mailing. Any party may change its address for the
service of notice by giving written notice of such change to the
other party, in the manner above specified, five (5) days prior to
the effective date of such change.
15. Captions. The paragraph headings or captions appearing
in this Agreement are for convenience only, are not a part of this
Agreement and are not to be construed in interpreting this
Agreement.
16. Entire Agreement; Modification. This written Agreement
constitutes the complete agreement between the parties and
supersedes any prior oral or written agreements between the parties
regarding the Property. There are no verbal agreements that change
this Agreement and no waiver of any of its terms will be effective
unless in a writing executed by the parties.
17. Binding Effect. This Agreement binds and benefits the
parties and their successors and assigns.
18. Controlling Law. This Agreement has been made under the
laws of the State of Minnesota, and such laws will control its
interpretation.
19. Remedies. If Buyer defaults under this Agreement, Seller
shall have the right to terminate this Agreement by giving written
notice to Buyer, pursuant to Minnesota Statutes 559.21. The
parties agree that said Earnest Money is a down payment for the
Purchase Price and that it is their mutual intention that said sum
shall constitute a down payment and be retained by Seller as part
of the Purchase Price under the circumstances set out above. Lf
either party defaults under this Agreement, this provision does not
preclude the non -defaulting party from seeking and recovering from
-11-
the defaulting party damages for non-performance and/or specific
performance of this Agreement. However, any such action for
damages and/or specific performance must be commenced within six
(6) months after such default.
20. Termination of Offer. If this Purchase Agreement has not
been accepted by Buyer executing and returning a copy hereof to the
Seller and paying the Earnest Money to the broker identified in
Section 11 above on or before July 23, 1993, the offer of Seller
contained herein shall be deemed terminated.
IN WITNESS WHEREOF, the Buyer has executed this Agreement as
of the date first above written.
Rosemount Port Authority
By
Edmund B. Dunn, Chairperson
And By
Stephen Jilk, Executive Director
-12-
CONTRACT FOR DEEi) _ Form No. 54-M H) M1ti "I4wie Co.,-innrni_i—nlix
o:aTian;a s:•ii,r
No delinquent taxes and transfer entered;
Certificate of Real Estate Value
( )filed ( )not required
, 19—
County
County Auditor
By
I)eputy
ueserved for mortgage registry tax payment data)
Oeseived lot tecoc(litx) datO
MOR'I'GAGE REGIS'I'RY'I'Ax UUE IIEREON:
1)a te:
EM
'HIiS ('ON'I'iIA(',1' FOR i)i FI) is made. on the above date by Roy E. Abbott and _
A ALL— 6—k.nrl and wifa
(marital status)
Seller (whether one or more), and Rosemount Port Authority
Purchaser (whether one or more).
Seller and Purchaser agree to the following terms:
1. PROPER'I'Y I)FSCRIP'I'iON. Seller hereby sells, and Purchaser hereby buys, real property in
Dakota County, Minnesota, described as follows:
The North 1/2 of the Northeast 1/4 of Section 32, Township 115.
Range 19, except the South 13 feet of the East 525 feet thereof,
in Dakota County, Minnesota.
together with all hereditaments and appurtenances belonging thereto (the Property).
2. TITLE: Seller warrants that title to the Property is, on the date of this contract, subject only to the
following exceptions:
(a) Covenants, conditions, restrictions, declarations and easements of record, if any;
(b) Reservations of minerals or mineral rights by the State of Minnesota, if any;
(c) Building, zoning and subdivision laws and regulations;
(d) The lien of real estate taxes and installments of special assessments which are payable by
Purchaser pursuant to paragraph 6 of this contract; and
(e) The following liens or encumbrances:
See Exhibit A attached.
11. Dh',LIVERY OF I)EEI) ANI) EVII)ENCE OF TITLE. Upon Purchaser's promptand full performance
of this contract, Seller shall:
(a) Execute, acknowledge and deliver to Purchaser a Warranty i)eed, in
recordable form, conveying marketable title to the Property to Purchaser, subject only to the
following exceptions:
(i) Those exceptions referred to in paragraph 2(a), (b), (c) and (d) of this contract;
(ii) Liens, encumbrances, adverse claims or other matters which Purchaser has created, suffered
or permitted to accrue after the date of this contract; and
EXHIBIT A TO PURCIVISE AGREEMENT
(iii) The following liens or encumbrances:
None
and
(b) Deliver to Purchaser the abstract of title to the Property or, if the title is registered, the owner's
duplicate certificate of title.
PURCHASE. PRICE. Purchaser shall pay to Seller, at designated places
, the sum of
Five Hundred Fifty Thousand and no/100 -------------- ($550,000M....)
as and for the purchase price for the Property, payable as follows:
$100,000.00 cash in hand paid, the receipt and sufficiency of which is
hereby acknowledged.
$450.000.00 the balance, by this Contract for Deed, together with interest
thereon at the rate of seven percent (7%) per annum payable
in monthly installments of $5,225.00 each commencing thirty
(30) days following the date hereof and continuing on the
same day of each month thereafter until the 5th annual
anniversary of the date hereof at which time the then
remaining principal balance, together with accrued interest,
shall be due and payable in full. All payments made hereunder
shall be credited first to interest and the remainder, if any,
to principal.
5. PREPAYMENT. Unless otherwise provided in this contract, Purchaser shall have the right to fully or
partially prepay this contract at any time without penalty. Any partial prepayment shall be applied
first to payment of amounts then due under this contract, including unpaid accrued interest, and the
balance shall be applied to the principal installments to he paid in the inverse order of their maturity.
Partial prepayment shall not postpone the due date of the installments to be paid pursuant to this
contract or change the amount of such installments.
6. REAI. ESTATE TAXES AND ASSESSMENTS. Purchaser shall pay, before penalty accrues, all real
estate taxes and installments of special assessments assessed against the Property which are due and
payable in the year 1992 and in all subsequent years. Real estate taxes and installments of special
assessments which are due and payable in the year in which this contract is dated shall be paid as
follows: Seller shall pay installments of currently levied special assessments, if any,
and real estate taxes shall be prorated between Seller and Purchaser on the calendar
basis to the date hereof.
Seller warrants that the real estate taxes and installments of special assessments which were due and
payable in the years preceding the year in which this contract is dated are paid in full.
PROPERTY INSURANCE.
(a) INSURED RISKS AND AMOUNT. Purchaser shall keep all buildings, improvements and
fixtures now or later located on or a part of the Property insured against loss by fire, extended
coverage perils, vandalism, malicious mi chief and, if applicable, steam boiler explosion for at
least the amount of insurable va ue
If any of the buildings, improvements or fixtures are located in a federally designated flood prone
area, and if flood insurance is available for that area, Purchaser shall procure and maintain flood
insurance in amounts reasonably satisfactory to Seller.
(b) OTHERTERMS. The insurance policy shall contain a loss payable clausein favor of Seller which
provides that Seller's right to recover under the insurance shall not be impaired by any acts or
omissions of Purchaser or Seller, and that Seller shall otherwise be afforded all rights and
privileges customarily provided a mortgagee under the so-called standard mortgage clause.
(c) NOTICE OF DAMAGE,. In the event of damage to the Property by fire or other casualty,
Purchaser shall promptly give notice of such damage to Seller and the insurance company.
8. DAMAGE TO THE PROPERTY.
(a) APPLICATION OF INSURANCE PROCEEDS. If the Property is damaged by fire or other
casualty, the insurance proceeds paid on account of such damage shall be applied to payment of
the amounts payable by Purchaser under this contract, even if such amounts are not then due to be
paid, unless Purchaser makes a permitted election described in the next paragraph. Such amounts
shall be first applied to unpaid accrued interest and next to the installments to be paid as provided
in this contract in the inverse order of their maturity. Such payment shall not postpone the due
(late of the installments to be paid pursuant to this contract or change the amount of such
. . .. .... . . r . . 1 11 1 at - —__.____i..._f D......1...--
M PURCHASER'S ELECTION TO REBUILD. If Purchaser is not in default under this contract, or
after curing any such default, and if the mortgagees in any prior mortgages and sellers in any
prior contracts for deed do not require otherwise, Purchaser may elect to have that portion of such
insurance proceeds necessary to repair, replace or restore the damaged Property (the repair work)
deposited in escrow with a bank or title insurance company qualified to do business in theState of
Minnesota, or such other party as may be mutually agreeable to Seller and Purchaser. The election
may only be made by written notice to Seller within sixty days after the damage occurs. Also, the
election will only be permitted if the plans and specifications and contracts for the repair work are
approved by Seller, which approval Seller shall not unreasonably withhold or delay. If such a
permitted election is made by Purchaser, Seller and Purchaser shall jointly deposit, when paid,
such insurance proceeds into such escrow. If such insurance proceeds are insufficient for the
repair work, Purchaser shall, before the commencement of the repair work, deposit into such
escrow sufficient additional money to insure the full payment for the repair work. Even if the
insurance proceeds are unavailable or are insuffficient to pay the cost of the repair work,
Purchaser shall at all times be responsible to pay the full cost of the repair work. All escrowed
funds shall be disbursed by the escrowee in accordance with generally accepted sound
construction disbursement procedures. The costs incurred or to be incurred on account of such
escrow shall be deposited by Purchaser into such escrow before the commencement of the repair
work. Purchaser shall complete the repair work as soon as reasonably possible and in a good and
workmanlike manner, and in any event the repair work shall be completed by Purchaser within
one year after the damage occurs. If, following the completion of and payment for the repair work,
there remain any undisbursed escrow funds, such funds shall be applied to payment of the
amounts payable by Purchaser under this contract in accordance with paragraph 8 (a) above.
9. INJURY OR DAMAGE OCCURRING ON THE PROPERTY.
(a) LIABiLITY. Seller shall be free from liability and claims for damages by reason of injuries
occurring on or after the date of this contract toany person or persons or property while on or about
the Property. Purchaser shall defend and indemnify Seller from all liability, loss, costs and
obligations, including reasonable attorneys' fees, on accountof or arising outof ally such injuries.
However, Purchaser shall have no liability or obligation to Seller for such injuries which are
caused by the negligence or intentional wrongful acts or omissions of Seller.
(b) LIABILITY INSURANCE. Purchaser shall, at Purchaser's own expense, procure and maintain
liability insurance against claims for bodily injury, death and property damage occurring on or
about the Property in amounts reasonably satisfactory to Seller and naming Seller as an
additional insured.
10. INSURANCE, GENERALLY. The insurance which Purchaser is required to procure and maintain
pursuant to paragraphs 7 an(19 of this contract sit all be issued by an insurancecmmparty orcompaill es
licensed to do business in the State of Minnesota and acceptable to Seller. The insurance shall be
maintained by Purchaser at all times while any amount remains unpaid under this contract. The
insurance policies shall provide for not less than ten days written notice to Seller before cancellation,
non-renewal, termination or change in coverage, and Purchaser shall deliver to Seller a duplicate
original or certificate of such insurance policy or policies.
11. CON DFMNATION. if all or any part of the Property is taken in condemnation proceedings instituted
under power of eminent domain or is conveyed in lieu thereof under threat of condemnation, the money
paid pursuant to such condemnation or conveyance in lieu thereof shall be applied to payment of the
:amounts payable by Purchaser under this contract, even if such amounts are not then due to be paid.
Such .amounts shall be applied first to unpaid accrued interest and next to the installments to be paid
as provided in this contract in the inverse order of their maturity. Such payment shall not postpone the
due (hate of the installments to be paid pursuant to this contract or change tine anoint of such
installments. The balance, if any, shall be the property of Purchaser.
12. WASTE, REPAIit AND Li ENS. Purchaser shall not remove or demolish any buildings, im-
provements or fixtures now or later located on or a part of the Property, nor shall Purchasercommitor
allow waste of the Property. Purchaser shall maintain the Property in good condition and repair.
Purchaser shall not create or permit to accrue Liens or adverse claims against the Property which
constitute a lien or claim against Seller's interest in the Property. Purchaser shall pay to Seller all
amounts, costs and expenses, including reasonable attorneys' fees, incurred by Seller to remove any
such liens or adverse claims.
13. DEED AND MORTGAGE REGISTRY TAXES. Seller shall, upon Purchaser's full performance of this
contract, pay the deed tax due upon the recording or filing of the deed to be delivered by Seller to
Purchaser. The mortgage registry tax due upon the recording or filing of this contract shall be paid by
the party who records or files this contract; however, this provision shall not impair the right of Seller
to collect from Purchaser the amount of such tax actually paid by Seller as provided in the applicable
law governing default and service of notice of termination of this contract.
14. NOTICE OF ASSiG NMR N'1'. If either Seller or Purchaser assigns their interest in the Property, a copy
of such assignment shall promptly be furnished to the non-assigning party.
15. PROTECTION OF INT RESTS. If Purchaser fails to pay any sum of money required under the terms
of this contract or fails to perform any of Purchaser's obligations as set forth in this contract, Seller
may, at Seller's option, pay the same or cause the same to be performed, or both, and the amounts so
paid by Seller and the cost of such performance shall be payable at once, with interest at the rate stated
in paragraph 4 of this contract, as an additional amount due Seller under this contract.
If there now exists, or if Seller hereafter creates, suffers or permits to accrue, any mortgage, contract for
deed, lien or encumbrance against the Property which is not herein expressly assumed by Purchaser,
and provided Purchaser is not in default under this contract, Seller shall timely pay all amounts due
thereon, and if Seller fails to do so, Purchaser may, at Purchaser's option, pay any such delinquent
amounts and deduct the amounts paid from the instaliment(s) next coming due under this contract.
16. DEFAULT. The time of performance by Purchaser of the terms of this contract is an essential part of
this contract. Should Purchaser fail to timely perform any of the terms of this contract, Seller may, tit
Seller's option, elect to declare this contract cancelled and terminated by notice to Purchaser in
accordance with applicable law. All right, title and interest acquired under this contract by Purchaser
shall then cease and terminate, and all improvements made upon the Property and all payments made
by Purchaser pursuant to this contract shall belong to Seller as liquidated damages for breach of this
contract. Neither the extension of the time for payment of any sum of money to be paid hereunder nor
any waiver by Seller of Seller's rights to declare this contract forfeited by reason of any breach shall in
any manner affect Seller's right to cancel this contract because of defaults subsequently occurring, and
no extension of time shall be valid unless agreed to in writing. After service of notice of default and
failure to cure such default within the period allowed by law, Purchaser shall, upon demand, surrender
possession of the Property to Seller, but Purchaser shall be entitled to possession of the Property until
the expiration of such period.
I I HINDI MI. EFFEC C. The terms of this contract shall run with the Enid and bind the parties herelo.mul
1, �. ( I r,, u,( .,I r. r. 11(,«u11;41 ori ole pal l;Igmphs of this contract tine tur Cot %cnlcucc Only aid du not dell lit-,
limit or construe the contents of such paragraphs.
19. ASSESSMENTS 13Y OWNERS' ASSOCIATION. if the Property is subject to if recorded declaration
providing for assessments to be levied against the Property by tiny owners' association, which
assessments may become a lien against the Property if not paid, then:
(a) Purchaser shall promptly pay, when due, all assessments imposed by the owners' association or
other governing body as required by the provisions of the declaration or other related documents;
and
(b) So long as the owners' association maintains a master or blanket policy of insurance against fire,
extended coverage perils and such other hazards and in such amounts as are required by this
contract, then:
(i) Purchaser's obligation in this contract to maintain hazard insurance coverage on the
Property is satisfied; and
(ii) The provisions in paragraph 8 of this contract regarding application of insurance proceeds
shall be superceded by the provisions of the declaration or other related documents; and
(iii) In the event of a distribution of insurance proceeds in lieu of restoration or repair following an
insured casualty loss to the Property, any such proceeds payable to Purchaser are hereby
assigned and shall be paid to Seller for application to the sum secured by this contract, with
the excess, if any, paid to Purchaser.
20. AUUITIONAi,'I FRMS:
See Addendum attached for additional terms and conditions.
SELLE,R(S)
Roy E. Abbott
Laura A. Abbott
PURCI IASER(S)
And
Rosemount Port Authority
Its
Its
State of Minnesota
Jf.
County of
The foregoing instrument was ackn wl dged bef re a t},Is ay of 1993 ,
by Roy E Abbott and Laura �. bbott, �ius and an ww�ite
NOTARIAL STAMP UN SEAL Wit (yTIIF:R'I'rn.E oil HANK)
State of Minnesota
S1
County of
. NAI'1)1190FNOTAI(YllO1ll,ICoROT11F.ROFFI('IAI,
The foregoing instrument was acknowledged before me this —day of
by
NOTARIAL STAMI' Oil SEAL (Olt OTI IF:I( TITLE OR RANKI
Tills INSTRUMENT WAS DRAFTED I(Y (NAME AND AMORE&S)
Snelling, Christensen, Briant
& Laue, P.A.
5101 Vernon Avenue S., Suite 400
Edina, MN 55436
1993 ,
SICNA'1'IIRF OF NOTAI(Y i'011i.iC Oit O'1'II F:R OFFICIAI.
Tax Statements for the real property described in this instrument should be sent to:
Rosemount Port Authority
FAILURE, TO RECORD OR FILE THIS CONTRACT FOR DEED MAY GIVE OTHER PARTIES
PRIORITY OVER PURCHASER'S INTEREST IN THE PROPERTY.
EXHIBIT A TO CONTRACT FOR DEED
1. Mortgage Document No. 1090718, dated November 30, 1992, filed
January 6, 1993 from Roy E. Abbott and Laura Abbott, husband
and wife, to First State Bank of Swanville, to secure
$125,000.00
2. Mortgage Document No. 1113075, dated March 15, 1993, filed
April 15, 1993, from Roy E. Abbott and Laura Abbott, husband
and wife, to First State Bank of Swanville, to secure
$50,000.00.
3. Mortgage dated June 14, 1993 from Roy E. Abbott and Laura
Abbott, husband and wife, to First State Bank of Swanville, to
secure $50,000.00.
4. Crop lease for calendar year 1993, the proceeds of which shall
be and remain the sole property of Seller.
ADDENDUM TO CONTRACT FOR DEED
DATED , 1993, BY AND BETWEEN_
ROY E. AND LAURA A. ABBOTT, HUSBAND AND WIFE ("Seller")
AND THE ROSEMOUNT PORT AUTHORITY ("Purchaser").
This Addendum shall be construed with and as a part of the
Contract for Deed to which it is attached. In the event of any
conflict between the terms of this Addendum and the Contract for
Deed, the terms of this Addendum shall be deemed to supersede and
control. This Addendum and the Contract for Deed are sometimes
hereinafter collectively called the "Agreement".
1. Partial Releases. Seller agrees to release the Property
covering by this Agreement during the term of the Contract for Deed
by executing and delivering to Purchaser a Warranty Deed conveying
the same to the Purchaser at the rate of one (1) gross acre of
property for each $10,000.00 principal portion of the $550,000.00
Purchase Price Purchaser has agreed to pay to Seller for the
Property under this Agreement. The location of the first such acre
so released shall be subject to the prior written approval of
Seller, which approval shall not be unreasonably withheld. All
subsequent releases shall be contiguous to the first acre so
released and shall otherwise occur in such fashion as shall be
reasonably acceptable to Seller and so as not to diminish or impair
the value of the portions of the Property remaining subject to this
Agreement following such release.
2. Prohibition of Construction. Purchaser shall not proceed
with the development or construction of any improvements on any
portion of the Property while such portion remains subject to this
Agreement. In addition, Purchaser shall not subject any portion of
the Property then covered by this Agreement to the burden of any
public dedication, restrictive covenant, subdivision, plat,
condition or easement until such portion has been released from
this Agreement by warranty deed conveyance thereof from Seller to
Purchaser.
3. Special Assessments. Purchaser shall, at all times
during the term of this Agreement, keep all portions of the
Property covered by this Agreement free and clear from the lien of
any special assessment or similar levy or encumbrance and Purchaser
hereby agrees to pay any such special assessment, levy or
encumbrance in full at or prior to the time the same becomes a lien
upon any portion of the Property then remaining subject to this
Agreement.
4. Crop Lease. The parties acknowledge that the a portion
of the Property is currently being rented for agricultural purposes
pursuant to the terms of an oral lease covering the 1993 growing
season and that Seller has crops growing on other portions of the
Property. It is hereby agreed that all rent or other income
payable pursuant to said lease shall remain the sole property of
Seller and that Seller shall be entitled to remove all of Seller's
crops following execution hereof in a reasonable manner.
IN WITNESS WHEREOF, the parties hereto have executed these
presents the day and year first above written.
SELLER:
Roy E. Abbott
Laura A. Abbott
PURCHASER:
Rosemount Port Authority
By_
Its
And By
Its
-2-
EXHIBIT B
PERMITTED ENCUMBRANCES
1. Subject to the ordinances of the County of Dakota and City of
Rosemount.
2. Mortgage Document No. 1090718, dated November 30, 1992, filed
January 6, 1993 from Roy E. Abbott and Laura Abbott, husband
and wife, to First State Bank of Swanville, to secure
$125,000.00.
3. Mortgage Document No. 1113075, dated March 15, 1993, filed
April 15, 1993, from Roy E. Abbott and Laura Abbott, husband
and wife, to First State Bank of Swanville, to secure
$50,000.00.
4. Mortgage dated June 14, 1993 from Roy E. Abbott and Laura
Abbott, husband and wife, to First State Bank of Swanville, to
secure $50,000.00.
5. Pipeline easement in 193 Deeds 361, transferred to Northern
Natural Gas Company, a Delaware corporation, by transfers in
204 Deeds 209 and 64 M.R. 62, and modified by Document No.
412678.
6. Pipeline easement in 268 Deeds 615 to Mid-America Pipeline
Company, a Delaware corporation, which has changed its name to
MAPCO Inc. by Document No. 707438. The location of this
easement was amended by document dated October 12, 1972, filed
October 24, 1975, as Document No. 424969.
7. Existing roads. Highway and utility easement for County Road
42 granted to Dakota County in Document No. 450575. County
maps also show Biscayne Road on the east edge of the premises .
8. Slope easement in connection with County Road 42 granted to
Dakota County in Document No. 450632.
9. Electric Transmission Easement over the south 13 feet of the
West 110 feet of the East 635 feet of the Nk of NES,,, Section
32, Township 115 North, Range 19 West dated April 15, 1993 and
granted by Roy E. Abbott and Laura A. Abbott, husband and
wife, to Northern Natural Gas Company.
10. Crop lease for calendar year 1993, the proceeds of which shall
be and remain the sole property of Seller.
EXHIBIT C
Execution by Spouse of Rov E. Abbott
The undersigned hereby joins in the execution of this Purchase
Agreement for the purpose of subjecting and subordinating to this
Purchase Agreement any right, title or interest in and to the
Property described herein which the undersigned may now or
hereafter have, including, without limitation, her marital rights
or her other rights of dower, life estate and possession, if any,
to which a spouse may be entitled.
Dated: July , 1993
Laura A. Abbott