5.7. ERMUSR 11-12-2003 Elk River
Municipal Utilities
322 King Avenue phone: 763.441.2020
Elk River,MN 55330 Fax:763.441.8099
November 4, 2003
To: Elk River Municipal Utilities Commission
John Dietz
Jerry Takle
James Tralle
From: Bryan Adams
Subject: Land Purchase Well #8
At the October Elk River Municipal Utilities Commission meeting, you were appraised
of the need to relocate Well #8, within the City Park to accommodate the park and
recreation commissions concerns. In order to satisfy the Minnesota Department of
Health requirement and avoid filling wetlands, we need to purchase approximately 0.2
acres of land from Grace Assembly of God Church. Upon the recommendation from
staff, John Dietz, Elk River Municipal Utilities Commission President, authorized
execution of the attached purchase agreement. The utility commission should also
authorize this purchase agreement.
VACANT LAND PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on OCI 2% , 2003, by
and between Grace Assembly of God Church, a Minnesota corporation, SELLER, and
Elk River Municipal Utilities, BUYER.
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real
property located in Sherburne County, Minnesota, legally described as follows:
See attached Exhibit A.
3. PRICE AND TERMS. The price for the real property included in this sale is Eleven
Thousand and no/100 Dollars ($11,000.00), which the Buyer shall pay as follows:
a. Earnest money in the amount of One and no/100 Dollars ($1.00), receipt of
which is hereby acknowledged by Seller. (Earnest money to be held in file
by TERPSTRA, BLACK & MOORE, LTD); and
b. Eleven Thousand and no/100 Dollars, ($11,00.00), by Buyer crediting
Seller's monthly electric, water and waste water utility bills until the balance
of the purchase price is paid in full. (Earnest money to be refunded to
Buyer.)
4. DEED/MARKETABLE TITLE. At closing, Seller shall execute and deliver a
Warranty Deed, conveying marketable title to the Buyer, subject to:
a. Building and zoning laws, ordinances, state and federal regulations;
b. Restrictions relating to use or improvement of the property without effective
forfeiture provisions;
c. Reservation of any mineral rights by the State of Minnesota;
d. Utility and drainage easements which do not interfere with existing
improvements; and
e. The following exceptions to title which constitute encumbrances or
restrictions which have been disclosed to Buyer and accepted by Buyer in
this Purchase Agreement (must be specified in writing): none
5. TAXES AND SPECIAL ASSESSMENTS. Seller shall pay all general real estate
taxes and installments of special assessments due and payable in the year prior to the
year in which the Closing occurs and in all years prior thereto. Seller and Buyer shall
prorate to the Closing all general real estate taxes due and payable in 2003. Buyer
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assumes and shall pay all general real estate taxes in all years subsequent to Closing.
Seller SHALL PAY ON DATE OF CLOSING any deferred or delinquent real estate
taxes or special assessments.
6. CLOSING. The Closing (herein the "Closing" or"Date of Closing") shall take place
on November 15, 2003.
7. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN
WARRANTIES. Seller warrants that buildings, if any, are entirely within the boundary lines
of the property. Seller warrants that there is a right of access to the real property from a
public right of way. These warranties shall survive the delivery of the Deed.
8. SUBDIVISION OF LAND/EASEMENT. Seller agrees to cooperate with the Buyer
in the subdivision of the parcel being purchased. Buyer to pay all subdivision expenses
• and obtain all necessary governmental approvals. Seller agrees to sign any plats or other
documents required by Buyer for the subdivision process. In the event Buyer is not
successful in securing subdivision approval, Seller shall grant Buyer a permanent
easement to the parcel for the purpose of constructing and maintaining a municipal well.
9. CONDITION OF PROPERTY. Seller shall remove all debris and all personal
property not included in this sale from the property before possession date.
Buyer shall have the right to have inspections of the property conducted prior to
closing.
10. DISCLOSURE OF NOTICES. Seller has not received any notice from any
governmental authority as to violation of any law, ordinance or regulation. If the property is
subject to restrictive covenants, Seller has not received any notice from any person as to a
breach of the covenants.
11. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT.
12. POSSESSION. Seller shall deliver possession of the property on the date of
execution of this Agreement. Buyer to begin immediate construction of a municipal well.
13. TITLE. As soon as shall be reasonably possible after the date hereof, Seller, at
Buyer's expense, shall furnish an abstract of title, certified to date to include proper
searches covering bankruptcies, state and federal judgments and liens, and levied and
pending special assessments. Alternatively, Seller shall provide to Buyer the written
commitment of Old Republic Title Insurance Company committing to insure Buyer's fee title
to the real estate constituting the Property, free and clear of all encumbrances except as
set forth herein. Buyer shall bear the cost of issuing such title insurance commitment.
Buyer shall be allowed ten (10)working days after receipt of such commitment to examine
title and making objections in writing to the marketability thereof. If Buyer does not so
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object within said period, Buyer shall be deemed to have waived for all purposes its right
and ability to claim any defect or objection to title. If any objection is so made, Seller shall
have twenty (20) days from receipt of such written objection to satisfy such objections. If
such objections are not satisfied within said twenty (20) day period (i) this Purchase
Agreement shall be null and void, (ii) neither party shall be liable for damages hereunder to
the other party, (iii) the Earnest Money shall be refunded to Buyer, and (iv)the parties shall
execute and deliver a Termination of Purchase Agreement in a form acceptable to seller.
14. DEFAULTS; REMEDIES. If either Seller or Buyer defaults in the performance of
this Agreement: (i) the non-defaulting party shall be entitled to all remedies available at law
or in equity against the defaulting party including, without limitation, the right to require
specific performance of the defaulting party of its obligations hereunder, both parties
acknowledging that the Property is unique; (ii) if Buyer is the defaulting party, Seller may at
its option, cancel and terminate this Agreement, and retain the Earnest Money pursuant to
Minnesota Statutes §559.21 and, (iii) in addition, the defaulting party shall pay and
reimburse to the non-defaulting party all of its costs, expenses, disbursements and
attorneys fees incurred in connection with securing such relief, cancellation, damage or
specific performance.
15. MINNESOTA LAW. This Agreement shall be governed by the laws of the State of
Minnesota.
16. HAZARDOUS WASTE REPRESENTATION. To the best of Seller's knowledge,the
property conforms to and complies with all applicable federal, state and local laws,
including environmental, energy and pollution control laws. The premises has been used
for agricultural purposes and will contain those substances normally associated with a farm
operation.
17. WELLS/SEPTIC SYSTEMS. To the best of Seller's knowledge, the premises
contains no wells or septic systems. In the event wells are located upon the property, the
cost of sealing said wells shall be the Seller's obligation.
18. CONTINGENCIES. This Agreement is subject to the contingencies set forth in
Exhibit B. In the event such contingencies are not removed as specified hereafter, this
Agreement shall be null and void at the option of Buyer and the earnest money shall be
refunded to Buyer. All of the contingencies set forth in this Agreement are specifically
stated and agreed to be for the sole and exclusive benefit of the Buyer and the Buyer shall
have the right to unilaterally waive any contingency by written notice to Seller.
19. NOTICES. Any notice, request or other communication between the parties shall be
in writing and shall be deemed effectively made or given either: (i) two (2) business days
after deposited in the U.S. Mail, postage prepaid, or (ii) on the date personally delivered, if
addressed as follows:
If to Seller: Grace Assembly of God Church
P.O. Box 58
16829 Hwy 10
Elk River, MN 55330
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If to Buyer: Elk River Municipal Utilities
322 King Avenue
Elk River, MN 55330
With a copy to: Ronald G. Black, Esq.
TERPSTRA, BLACK & MOORE, LTD.
First National Financial Center, Suite 102
812 Main Street
Elk River, MN 55330
20. MISCELLANEOUS.
a. All captions in this Agreement are for convenience only and shall not be
deemed part of this Agreement and in no way define, limit, extend or
describe the scope or intent of any provision hereof.
b. This Agreement may be modified or amended only with the written approval
of both parties.
We agree to sell property for the price and We agree to purch se the property for
terms and conditions set forth above. the price and con tions set forth above.
'l —
Dated: t2!/# 2 , 2003. Dated: DL , 2003.
SELLER: BUYER:
GRACE ASSEMBLY OF GOD CHURCH ELK RIVER M - ' IPA TILITIES
By: l'�.Cc4 1`/r i4-6/ By: ` I°
n 11 o Dietz Ili
Its: T i9GsIT f ?digTO& Its, Pre ident )
By: J. Bs
an Adams
Its: eneral Manager
f.disntsVgbecutili0.nnu-1ow.r.pa doe
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EXHIBIT A
LEGAL DESCRIPTION
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EXHIBIT B
CONTINGENCIES
Buyer's performance under this Purchase Agreement is contingent on the following:
1. Buyer obtaining approval by the Buyer's Commission in writing.