6.0. EDSR 01-12-1998 CONTRACT FOR INITIAL MARKETING,
• SALE AND DEVELOPMENT
THIS AGREEMENT is made and entered into as of the_day of , 1998,
by and between Country Ridge Partnership, a Minnesota partnership ("Owner") and the
Economic Development Authority of the City of Elk River, Minnesota, a public body corporate
and politic under the laws of the State of Minnesota("EDA").
WHEREAS, Owner is the fee owner of property located in Sherburne County, Minnesota
as described on Exhibit A attached hereto (the"Property").
WHEREAS, Owner desires that the EDA have exclusive authority to market and sell or
lease the Property, or portions thereof, to third parties according to the terms herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, it is hereby agreed by and between the parties as follows:
1.
2. Representations by Owner. Owner represents and warrants to the EDA as to the
following:
a. There are no parties or other entities in possession of the Property or who hold any
right, title or interest in the Property except for the Owner.
b. The Property has not been used for generating, transporting, storing, treating or
disposing of hazardous substances (as that term is defined in 42 U.S.C. Sections
6903, 6921 or in Minnesota Statutes Section 115B.02); the Property has not been
used for disposal of waste or hazardous substances; and no underground storage
tanks, wells, or septic systems are presently or have been located on the Property.
Sellers shall be responsible for all costs incurred in removing any such hazardous
substances on the Property.
c.
a.
Conveyance of the Property by Owner does not violate any agreement, ordinance
or law to which Owner or the Property are subject.
Representations by EDA. The EDA represents and warrants to the Owner as to the
following:
The execution, delivery and performance of this Agreement by the EDA does not
and consummation of the transactions contemplated hereby and the fulfillment of
the terms hereof will not, conflict with any legislative act, constitution or other
proceeding establishing or relating to the establishment of the EDA or its officers
or its resolutions.
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b. The EDA, in its sole discretion, will consider the use all reasonable procedures
• within its power, including but not limited to, tax increment financing, tax
abatement and low interest loan programs, to attract buyers and lessees to the
Property and to market the Property to such buyers and lessees.
3. Owner's Obligations.
a. Owner hereby agrees to furnish to the EDA a commitment ("Title Commitment")
for an ALTA Form B 1970 Owner's Policy for Title Insurance insuring title to the
Property, deleting standard exceptions, including such endorsements as are
reasonably required by the EDA and subject only to such additional exceptions as
are approved by the EDA in the amount of the value of the Property.
b. Owner shall promptly furnish the EDA with complete information concerning any
persons who during the period of this Agreement makes inquiries to Owner
regarding the sale, exchange or lease of the Property and shall refer such persons
to the EDA and shall in all other ways cooperate with the EDA in the marketing
and sale of the Property.
c. Owner shall permit the EDA to erect and maintain signs upon the Property which
indicate that the Property is for sale.
d. Owner hereby agrees to furnish to the EDA a boundary survey of the Property(the
• "Survey") and a conceptual preliminary plat of the Property.
e. Owner shall make available to the EDA any soil tests on the Property in Owner's
41)
possession.
f. Owner agrees, at its sole cost and expense, to install such street and lateral utilities
as are mutually agreed between Owner and EDA to be necessary for the
development of the Property as an office/industrial park.
g. Owner agrees to sell the Property to the EDA or any other buyer found by the
EDA according to the terms of the purchase agreement attached hereto as
Exhibit B (the"Purchase Agreement"). The purchase price of the Property shall
be as shown on the price schedule attached hereto as Exhibit C (the"Price
Schedule) or such other price as may be agreed upon between the Owner and the
purchasers. Owner agrees to execute the Purchase Agreement within ten (10)
days after written request by the EDA. The Owner agrees to thereafter comply
with the terms of the Purchase Agreement.
Phi11A 532765.3 2
4. EDA Obligations.
• a.
b.
c.
d.
e.
f.
g.
The EDA agrees, at its sole cost and expense, within ninety(90) business days of
the execution of this Agreement to prepare a marketing plan and a master plan for
the marketing and development of the Property.
The EDA agrees to market the Property and to use its best efforts to procure a
buyer or lessees for the Property.
The EDA hereby agrees, at its sole cost and expense, to develop and distribute
marketing materials including, but not limited to, pamphlets, signage on-site,
leaflets, and explanations of economic incentives regarding the Property to be used
by the EDA to procure buyers or lessees for the Property.
Six months from the date hereof, and each six months thereafter during the term of
this Agreement, the EDA shall provide a written report to the Owner regarding
the status of the EDA's marketing efforts with respect to the Property.
Within thirty(30)business days after receiving the Title Commitment, the EDA
will make written objections("Objections")to the Title Commitment. The Owner
will have thirty(30)business days after the receipt of any such Objections to cure
the Objections so that the Property is readily saleable to prospective purchasers or
lessees.
• The EDA shall provide a study which will analyze the traffic needs of the area.
The EDA shall, in conjunction with the City of Elk River, plan all utilities and
streets. If utilities and streets are installed, the EDA, in its discretion after request
of the Owner, may work with the City of Elk River so as to request deferral of the
assessments for such streets and utilities until a specified date or until a building
permit is issued for the Property.
The EDA shall review the ordinances applicable to the Property and determine the
most expeditious way to proceed to facilitate the development of the Property.
The EDA shall recommend to the City Council of the City of Elk River changes to
the ordinances which will facilitate the development of the Property. The EDA
will further cooperate with the City and other agencies in the development of the
Property.
h. The EDA shall review and approve all building and development plans with respect
to the Property and shall use reasonable efforts to facilitate approval of the plans
by the City of Elk River.
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5. Term.
a. The EDA shall have the exclusive right to market or purchase the Property for
twenty four(24) months from the date of this Agreement (the"First Term"). If at
the end of the First Term, no Purchase Agreement has been executed or no part of
the Property has been sold to either the EDA or a third party, either party has the
option to terminate this Agreement. If at the end of the First Term, any part of the
Property has been previously sold, then this Agreement shall be automatically
renewed for another twelve(12) month term(the"Second Term"). If at the end of
the Second Term, any additional part of the Property has been sold, this
Agreement shall be automatically renewed for another twelve (12) month term.
This Agreement shall be continually renewed for a term of twelve (12) months
until all of the Property is sold, so long as one lot is sold in each such term. If
more than one lot is sold in any twelve month term, the excess sale(s) may be
carried over to the next term(s)with no limitations (i.e. if two lots are sold within
twelve months, this Agreement shall be automatically extended for two years).
6. Termination. This Agreement shall terminate automatically if no buyer has begun
construction on the Property, including preparation of the soils, by July 15, 2000. The
parties may agree to extend the term of this Agreement by a writing evidencing such
extension signed by both the EDA and the Owner.
7. Parties' Rights Upon Termination. Upon termination of this Agreement neither party shall
be liable for damages hereunder to the other and each party shall be responsible for its
own debts and obligations.
8. Additional Provisions.
a. Brokers.
i. Owner and EDA represent and warrant that no broker brought about this
Agreement. Owner and EDA agree that should any claim be made for
commissions, finder's fees or similar charges as a result of the acts of
Owner with respect to this Agreement or any Purchase Agreement, Owner
will indemnify, defend and hold the EDA free and harmless from any and
all liabilities and expenses in connection therewith.
ii. If a buyer of any part of the Property is represented by a broker, Owner
shall pay a fee charged by buyer's broker up to a maximum of four percent
(4%) of the purchase price.
b. Assignment. Neither party may assign its rights under this Agreement without the
prior written consent of the other.
Phi11A 532765.3 4
c. Governing Law. This Agreement and any other document related hereto shall be
• interpreted and enforced in accordance with the laws of the State of Minnesota.
d. Partnership. Nothing herein shall be construed to create a partnership or joint
venture between or among the Owner and the EDA, nor shall anything herein be
construed to create a fiduciary relationship between the parties as to any activity
described herein.
e. Indemnification. Each party hereto (the"Indemnitor") shall indemnify and save
the other party(the"Indemnitee"), its agents, officers and employees, harmless
from and against all liabilities, losses, damages, costs, expenses, including
reasonable attorneys' fees, causes of action, suites, claims, demands, and judgment
of any nature, because of bodily injuries to, or death of any person and because of
damages to property of the Indemnitee or others, including loss of use from any
cause whatsoever, arising out of, incidental to, or in connections with the use,
non-use, ownership, condition, or occupancy of the Property, or with any
improvements thereto, due to any acts of omission or commission, including
negligence of the Indemnitor, or any contractor or their employees or agents;
provided, however, that the Indemnitor's obligations shall not extent to any cause
of action arising out of or relating to any act of omission or commission of the
Indemnitee, its officers, employees, or agents. The Indemnitor's liability hereunder
shall not be limited to the extent of insurance carried by or provided by the
Indenmitor or subject to any exclusions from coverage in any insurance policy.
• f Insurance. The Owner shall provide and maintain or cause to be provided or
maintained at all times, and from time to time at the request of the EDA, shall
furnish the EDA with proof of payment of premiums on comprehensive general
liability insurance with limits against bodily injury and property damage of not less
than one million dollars ($1,000,000) for each occurrence.
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IN WITNESS WHEREOF, Owner and the EDA have caused this Agreement to be
. executed as of the day and year first written above.
Owner
Country Ridge Partnership
STATE OF MINNESOTA )
ss.
COUNTY OF SHERBURNE )
The foregoing instrument was acknowledged before me this day of
1998, by , a partner of Country Ridge Partnership, a Minnesota
partnership, on behalf of the partnership.
Notary Public
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• ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF ELK RIVER, MINNESOTA
By:
Name:
Title:
STATE OF MINNESOTA )
) ss.
COUNTY OF SHERBURNE )
The foregoing instrument was acknowledged before me this day of
1998, by , the of the Economic Development Authority
of the City of Elk River, Minnesota, a body corporate and politic on behalf of the entity.
Notary Public
This instrument drafted by:
Doherty, Rumble&Butler, P.A. (DCS)
3500 Fifth Street Towers
150 South Fifth Street
Minneapolis, MN 55402
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EXHIBIT A
• to
Contract for Initial Marketing, Sale and Development
Legal Description of Property
Outlot B, Country Crossing Business Center.
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PhillA 532765.3 A- 1
EXHIBIT B
to
Contract for Marketing, Form 1519CIPA 1 (New)Miller/Davis Co.,St.Paul,MN
COMMERCIAL-INDUSTRIAL
Sale, and Development PURCHASE AGREEMENT
This form approved by the Minnesota Association of
REALTORS®,which disclaims any liability arising
out of use or misuse of this form.
Date:
RECEIVED OF
the sum of ( )DOLLARS
as earnest money and in part payment for the purchase of property
(check,cash or note-state which)
at situated in the
County of ,State of Minnesota,and legally described as follows:
together with the following personal property:
all of which property the undersigned has this day sold to the Buyer for the sum of:
( )DOLLARS,which the Buyer agrees to pay in the following manner:
Earnest money herein paid and cash,on ,the date of
closing and the balance of by financing as shown on the attached addendum.
1. DEED/MARKETABLE TITLE: Subject to performance by the Buyer, the Seller agrees to execute and deliver a
Warranty Deed conveying marketable title to said premises subject only to the following exceptions:
(a) Building and zoning laws, ordinances, State and Federal regulations. (b) Restrictions relating to use or improvement of the premises
without effective forfeiture provision.(c)Reservation of any minerals or mineral rights to the State of Minnesota.(d)Utility and drainage
easements which do not interfere with present improvements.(e)Rights of tenants as follows:
II
2. REAL ESTATE TAXES. Real estate taxes due and payable in the year of closing shall be prorated between Seller and Buyer on a calendar
year basis to the actual date of closing unless otherwise provided in this Agreement.Real estate taxes payable in the years prior to closing shall
be paid by Seller.Real estate taxes payable in the years subsequent to closing shall be paid by Buyer.
3. SPECIAL ASSESSMENTS. [strike out one.] BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING/
SELLER SHALL PAY on the date of closing all installments of special assessments certified for payment with the real estate taxes due and
payable in the year of closing.
[Strike out one.] BUYER SHALL ASSUME / SELLER SHALL PAY ON DATE OF CLOSING all other special assessments
levied as of the date of this Agreement.
[Strike out one.] BUYER SHALL ASSUME / SELLER SHALL PROVIDE PAYMENT OF special assessments pending
as of the date of this Agreement for improvements that have been ordered by the City Council or other governmental assessing authorities.
(Seller's provision for payment shall be by payment into escrow of 1'/2 times the estimated amount of the assessments.)
If a special assessment becomes pending after the date of this Agreement and before the date of closing, Buyer may, at Buyer's option: (a)
Assume payment of the pending special assessment without adjustment to the purchase price;or(b)Require Seller to pay the pending special
assessment(or escrow for payment of same a sum equal to I'/2 times the projected pending assessment)and Buyer shall pay a commensurate
increase in the purchase price of the property,which increase shall be the same as the estimated amount of the assessment;or(c)Declare this
Agreement null and void by notice to Seller,and earnest money shall be refunded to Buyer.Seller shall pay on date of closing any deferred real
estate or special assessments payment of which is required as a result of the closing of this sale.
4. PRORATIONS.All items customarily prorated and adjusted in connection with the closing of the sale of the property herein including but not
limited to rents,operating expenses,interest on any debt assumed by Buyer,shall be prorated as of the date of closing.It shall be assumed that
the Buyer will own the property for the entire date of the closing.
5. DAMAGES TO REAL PROPERTY. If there is any loss or damage to the property between the date hereof and the date of closing, for any
reason,the risk of loss shall be on the Seller. If the property is destroyed or substantially damaged before the closing,this Purchase Agreement
40 shall become null and void, at Buyer's option. Buyer shall have the right to terminate this Purchase Agreement within 30 days after Seller
notifies Buyer of such damage. Upon said termination, the earnest money shall be refunded to Buyer and Buyer and Seller agree to sign a
cancellation of Purchase Agreement.
MNCI:PA-1 (11/93)
Form 1519CIPA2(New)Millet/Davis Co.,St.Paul,MN COM1' RCIAL-INDUSTRIAL
PURCHASE AGREEMENT
Address
Page 2
EXAMINATION OF TITLE. Within a reasonable time after acceptance of this Agreement, Seller shall furnish Buyer with an Abstract of
•
Title or a Registered Property Abstract certified to date including proper searches covering bankruptcies and State and Federal judgments,
liens, and levied and pending special assessments. Buyer shall have 10 business days after receipt of the Abstract of Title or Registered
Property Abstract either to have Buyer's attorney examine the title and provide Seller with written objections or, at Buyer's own expense, to
make an application for a title insurance policy and notify Seller of the application. Buyer shall have 10 business days after receipt of the
commitment for title insurance to provide Seller with a copy of the commitment and written objections. Buyer shall be deemed to have waived
any title objections not made within the applicable 10 day period set forth above, except that this shall not operate as a waiver of Seller's
covenant to deliver a Warranty Deed,unless a Warranty Deed is not specified above. If any objection is so made,Seller shall have 10 business
days from receipt of Buyer's written title objections to notify Buyer of Seller's intention to make title marketable within 120 days from Seller's
receipt of such written objection. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon
correction of title and within 10 days after written notice to Buyer the parties shall perform this Purchase Agreement according to its terms.If
no such notice is given or if notice is given but title is not corrected within the time provided for,this Purchase Agreement shall be null and
void,at option of Buyer,neither party shall be liable for damages hereunder to the other and earnest money shall be refunded to Buyer;Buyer
and Seller agree to sign cancellation of Purchase Agreement. If title to the property be found marketable or be so made within said time,and
Buyer shall default in any of the agreements and continue in default for a period of 10 days,then and in that case the Seller may terminate this
contract and on such termination all the payments made upon this contract shall be retained by Seller as liquidated damages,time being of the
essence.This piu'iaiulL hall not d..piivs.cithci pasty of th,tight to..irforce-the-specifte-perf. . . .. . . . .•'•-• •ntract has
not-beerrterminated-a • . . • . .knee—shall—be—eonunenecd with' . • • tt
or—action—shall-arise.
7. POSSESSION.Seller shall deliver possession of the property on the date of closing.
8. REPRESENTATIONS AND WARRANTIES. See attached addendum. •
9. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT.
10. WELL DISCLOSURE STATEMENT.Buyer has received the well disclosure statement required by Minnesota Statutes Sec. 103I.235.
BUYER AND SELLER INITIAL: Buyer(s) Seller(s)
11. ADDENDA.Attached are(number) addenda which are made a part of this Agreement.
ilk. MISCELLANEOUS PROVISIONS.
(a) Survival.All of the warranties,representations,and covenants of this Agreement shall survive and be enforceable after the closing.
(b) Entire Agreement; Modification. This Agreement constitutes the complete agreement between the parties and supersedes any prior
oral or written agreements between the parties regarding the property.There are no verbal agreements that change this Agreement and
no waiver of any of its terms will be effective unless in a writing executed by the parties.
(c) Successors and Assigns.If this Agreement is assigned,all provisions of this Agreement shall be binding on successors and assigns.
13. ACCEPTANCE DEADL:NE.This offer to purchase,unless accepted sooner,shall be null and void at 11:59 PM,
and in such event all earnest money shall be refunded to Buyer.
NOTICE
Represents
Agent Company Name
Represents
Agent Company Name
THIS IS A LEGALLY BINDING CONTRACT. IF NOT UNDERSTOOD,SEEK COMPETENT ADVICE.
Dated: Dated:
SELLER BUYER
•LLER BUYER
MNCI:PA•2(11/93) SELLING AGENT
FO 1519 J(Rev.1988)Miller/Davis Co.,St.Paul,MN
ADDENDUM TO
PURCHASE AGREEMENT
This form approved by the Minnesota Association of
REALTORS®. Minnesota Association of REALTORS®
disclaims any liability arising out of use or misuse of this form.
• 1.Date ,19
2.Page of Pages
3. Addendum to Purchase Agreement between parties dated ,19_ pertaining to the
4. purchase and sale of the property at
5. This Purchase Agreement is subject to the following.
• 6. Seller shall within a reasonable time after acceptance of this Agreement,furnish to Buyer a boundary survey of the Property
7. Buyer shall have ten(10)business days after receiving the survey to make written objections thereto Buyer shall be deemed to
8. have waived any objections to the survey not made within the applicable 10 day period Seller shall have twenty(20)days
9. I . . ..• ., . h • .. •.1 . !11' . l• . i.. . 1_ 1 I .. ..1 . . ..• •.1
10. • 1 • . .. •. . u ' .. .1 Ill.), . u . 1'. . . u 'CS
11. hereunder to the other and earnest money shall be refunded to Buyer
12. Seller,at its sole cost and expense,will undertake and complete prior to Closing a subdivision of the Property and obtain
13. all related government approvals so that the Property deed is recordable
14. Buyer shall, prior to Closing obtain financing for the purchase price of the Property and the cost of construction of the
15. planned improvements thereon.
16. Buyer shall have executed a DevelQ. _ n / . 1. . . : .. I .1.11' I - ..it 1 . 1. ' . -
17. City of Elk River,Minnesota
18. Buyer shall have completed the following minimum improvements by •
110
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
•(Seller) CITY OF ELK RIVER ECONOMIC (Date) (Buyer)
(Date)
36.
(Seller) (Date) (Buyer)
(Date)
37. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYERS AND SELLERS.
38. MN:APA(5/88) IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL.
01'08'98 15:04 DRE MINNEAPOLIS 4 4417425 NO.043 P002/002
EXHIBIT C
• to
Contract for Initial Marketing,Sale and Development
price Schedule
January_, 1998
1. The purchase price of the Property shall be$1.00 per square foot, which price includes all
special assessments previously paid or to be paid by Owner for improvements installed
prior to the date hereof.
2. The purchase price of the Property shall be increased in an amount equal to the amount of
real estate taxes paid by Owner for the Property after the date hereof and during the Term
and any extensions thereof.
3. The purchase price of the Property shall be increased by the amount of special assessments
paid by Owner for public improvements installed after the date hereof.
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Phil1A 3327633 C - 1