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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