4.6. SR 12-19-2016 EGty1� ,.,�� Request for Action
River
To Item Number
Mayor and City Council 4.6
Agenda Section Meeting Date Prepared by
Consent December 19, 2016 Amanda Othoudt,EDD
Item Description Reviewed by
Amend Agreement 16-05: Purchase Agreement Cal Portner, City Administrator
Between Sherburne County and City of Elk River Reviewed by
Action Requested
1. Approve,by motion, an amendment to the purchase agreement between the City of Elk River
and Sherburne County for the purchase of real property located at the intersections of Highway
10,Joplin Avenue and Business Center Drive.
2. Adopt,by motion, the resolution authorizing acquisition of a portion of Old Highway 10 from
Sherburne County.
Background/Discussion
On March 7,2016, the City Council approved the purchase of real property from Sherburne County
located at the intersections of Highway 10,Joplin Avenue, and Business Center Drive.
Staff continues to work through some of the details leading up to a December 291h closing on the Joplin
Property project with Ebert Construction.
The purchase agreement between the city and the county reflected the relocation of the old existing
Sherburne County billboard with intent to replace the billboard with a new digital advertising sign that
can advertise county events.
The conveyance of the county property was contingent upon the parties reaching a written agreement on
the location and configuration of the replaced billboard.
Recently, the county and the Fair Board have worked out an agreement with the owner of Ralphie's to
lease the electronic reader board sign located on Ralphie's existing pylon sign. Therefore, the language
reflecting the electronic reader board sign has been eliminated as reflected on the amended and restated
purchase agreement.
Financial Impact
None
Attachments
■ City Council Staff Report dated March 7, 2016
■ Executed Purchase Agreement between the City of Elk River and Sherburne County
POWERED 6T
Template Updoted 4/14 INAWRE1
■ Amended and Restated Purchase Agreement between the city of Elk River and Sherburne
County
■ Resolution
N:\PubhcBodies\Agendo Packets\12-19-2016\Final\x4.6 sr Sherburne County Purchase Agreement Amendment.docx
City of
Elk -
River
Request for Action
To Item Number
Mayor and City Council 4.13
Agenda Section Meeting Date Prepared by
Consent March 7, 2016 Amanda Othoudt, EDD
Item Description Reviewed by
Purchase Agreement between the City of Elk River Cal Portner, City Administrator
and Sherburne County Reviewed by
Action Requested
Approve, by motion, a purchase agreement between the City of Elk River and Sherburne County for the
purchase of .45 acres of property at the intersection of Joplin Street and Business Center Drive.
Background/Discussion
The City of Elk River has been working with a developer over the past few months in an attempt to
assemble several parcels for a retail development project. The properties include two city -owned
properties, a portion of MnDOT right-of-way, and a .45 acre piece of county -owned land located in the
corner of Joplin Street and Business Center Drive.
Once assembled, the developer has proposed up to three commercial/retail buildings on the site for a
national client that supports a drive through, a regional client, and an opportunity for a local business
development in a multi -tenant building.
At their November 2, 2015, meeting, the City Council approved the sale of the city -owned property by
E&R Investments, LLC as part of the first step in the multi -parcel assemblage.
The next step is to purchase property from Sherburne County. The attached purchase agreement is for
the purchase of the south 33 feet of old Highway 10 that lies between and under Business Center Drive
and extends toward Joplin Street at market value for the usable acreage of the property.
This .45 acre piece of county -owned land currently allows the access to the fairground billboard on the
site. In order to make the project viable, the county fair billboard will need to be relocated elsewhere on
the site. At the January 20"' Sherburne County Fair board meeting, the committee unanimously approved
the relocation of the billboard onsite and is has indicated their support of the overall project.
Financial Impact
Earnest money in the amount of $1,000 will be delivered to the county upon execution of the purchase
agreement and will also be paid out of the City Development Fund. The total purchase price of $18,365
minus the earnest money will be paid out of the same fund at closing. The developer has agreed to
reimburse the city for the costs associated with assembling all the parcels for the retail development
project.
P a w E n E o A Y
INIA UREJ
Attachments
Purchase Agreement between the City of Elk River and Sherburne County
Agricultural Society Lease
Retail Project Site Information
PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on ,
2016, between the County of Sherburne, State of Minnesota, 13880 Business
Center Drive, Elk River Minnesota 55330 (a municipal entity) ("Seller") and the
City of Elk River ("Buyer"), 13065 Orono Parkway, Elk River Minnesota 55330.
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to
sell real property located in the vicinity of Joplin and Business Center Drive,
City of Elk River, County of Sherburne, State of Minnesota, legally described
as:
PROPERTY DESCRIPTION (Reference Quiet title Action per
Document No. 576072):
All that part of the West Half of the Northeast Quarter of the Southwest
Quarter of Section 32, Township 33, Range 26, Sherburne County, Minnesota,
described as follows: Commencing at the Northeast corner of said West Half of
the Northeast Quarter of the Southwest Quarter thence south along the east
line thereof to intersect with the southerly right-of-way line of Main Street as
dedicated in the plat of GOSPODOR'S ORONO LAKE ADDITION, according to
said plat on file and of record in the office of the County Recorder, Sherburne
County, Minnesota, said point being the point of beginning; thence westerly
along the westerly extension of said southerly right of way to the west line of
said West Half of the Northeast Quarter of the Southwest Quarter; thence north
along said west line to intersect the centerline of Old U.S. Highway No. 10 (said
centerline being a line drawn 33.00 north of said westerly extension), thence
easterly along said centerline to the point of beginning.
Further, the Buyer and the Seller there is an old existing billboard subject to
an existing lease as referenced in Section 5(f) that has historically been used
for advertisement for the county fair with intent to replace the billboard with a
mew digital advertising sign that can -advertise County events further outlined
in Section 19(d).
3. ACCEPTANCE DEADLINE. This offer to purchase, unless accepted
sooner, shall be null and void at 5:00 p.m. on 2016, and in
such event all earnest money shall be refunded to Buyer.
4. PRICE AND TERMS. The price for the real and personal property
included in this sale is eighteen thousand three hundred sixty five dollars
18,365), which Buyer shall pay as follows:
Earnest money of $1,000.00, the receipt of which is hereby acknowledged, and
the balance of $17,365.00 in cash or by certified check on ,
2016, the DATE OF CLOSING. The closing shall be held at Sherburne County
Title and Abstract, Elk River, Minnesota or at another closing company as
agreed on by the Parties.
S. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seiler shall
execute and deliver a Warranty Deed conveying title subject to:
A) Building and zoning laws, ordinances, state and federal
regulations;
B) Reservation of any mineral rights by the State of Minnesota;
C) Utility and drainage easements which are of record or permitted by
the improvements;,
D) 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): 1)
The land is encumbered by the unrecorded right of access by
property identified by Property identification Number 75-132-2426;
E)
The County of Sherburne has a lease agreement with the Sherburne County
Agricultural Society who in turn has a limited leasehold interest in the
billboard and access to the billboard attached as Exhibit C. The County shall
procure a quit claim deed releasing the Sherburne County Agricultural
Society's interest in the lands being sold as well as the billboard.
6. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Buyer shall pay
real estate taxes due and payable in the year following closing and thereafter
and any unpaid special assessments payable therewith and thereafter, the
payment of which is not otherwise provided for herein.
There are presently no real estate taxes on the land as it is held in the name of
the Seller who is a governmental agency. When the lands are transferred to an
entity that is not tax exempt, then the non -tax exempt entity shall be
responsible for any future imposition of real estate taxes.
There are no special assessments ordered, pending or levied against the lands.
Any special assessments levied against the land subsequent to the date of the
purchase agreement shall be the responsibility of the Buyer.
As of the date of this Agreement, Seller represents that Seller has not received a
Notice of Hearing of a new public improvement project from any governmental
assessing authority, the costs of which project may be assessed against the
property.
Seller makes no representation concerning the amount of future real estate
taxes or of future special assessments.
7. SELLER'S LIEN WARRANTIES. Seller warrants that there has been no
labor or material furnished to the real property for which payment has not
been made.
Any warranties and representation in this Purchase Agreement shall survive
the delivery of the Deed or Contract for Deed.
S. CONDITION OF PROPERTY. Buyer shall have the right to have
inspections of the property conducted prior to closing. If the Buyer seeks to
conduct any testing on the property, i.e., soil borings, the Buyer shall provide
in writing a description of the testing and obtain written permission from the
Seller. The Seller shall not unreasonably withhold permission. The Buyer
shall pay for all costs associated with the testing and 'inspections and not allow
any mechanic's liens to attach to the property.
There are no known wells on the land being conveyed.
The Seller does not have any written evidence of utilities being located on the
property. However, field inspection may determine that such utilities are
located on the lands to be sold. If utilities are located on the lands that are
being sold, the parties shall work together in good faith toward a modification
in the purchase price. If the parties are unable to come to resolution, then sole
remedy of the Buyer is to declare the purchase agreement null and void and
the earnest monies of the Buyer shall be returned.
The Seller makes no representations on the wetlands, flood plain or Shoreland
as it pertains to the property.
Seiler and Buyer agree that property identification number 75-132-
2426 has an access to Business Center Drive that crosses the land
subject to this purchase agreement. It shall be the Buyer's
responsibility to address this issue in the manner they deem
appropriate. Buyer agrees to indemnify and hold harmless the
Seller and its officers, officials, agents and employees from any
liability, claims, losses, damages, costs, judgments, or expenses,
including reasonable attorneys' and other professional fees,
resulting from the act of relocation of the access point by any
intentional, negligent, tortious or illegal act or omission of Buyer,
including without limitation, professional errors or omissions by
the persons under the Buyer's direction and control arising from
the access issue.
A map of the existing utilities can be found in Exhibit B.
9. DISCLOSURE OF NOTICES. Seller has not received any notice from any
governmental authority as to violation of any law, ordinance or regulation.
10. TIMING. Seller recognizes that the Buyer is assembling parcels with the
end goal of having sufficient acreage to develop a commercial lot(s) for
development. The Seller agrees that this Agreement is contingent upon the
Buyer acquiring title to the following parcels:
75-132-2425 (only as it applies to the north 33 feet of centerline of
old Highway 10)
75-132-3101
75-575-0010
An aerial photo of the properties can be found in Exhibit A.
11. POSSESSION. Seller shall deliver possession of the property not later
than the DATE OF CLOSING subject to the right of access to the newly
constructed billboard for operation and maintenance.
12. EXAMINATION OF TITLE. The Seller does not have an Abstract on the
lands. Therefore, within a reasonable time after acceptance of this Agreement,
Seller shall furnish Buyer with an Owners and Encumbrances report including
proper searches covering bankruptcies and State and Federal judgments, liens,
and levied and pending special assessments. Buyer shall have 30 business
days ' after receipt of the Owners and Encumbrances Report 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 thirty (30) 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 thirty (30) day period
provided for above, except that this shall not operate as a waiver of Seller's
covenant to deliver a Limited Warranty Deed.
Further, the Seller agrees that it shall cooperate in an application for certificate
of possessory title if requested by the Buyer.
13. TITLE CORRECTIONS AND REMEDIES. Seller shall have 180 days
from receipt of Buyer's written title objections to correct or resolve the
objections. Upon receipt of Buyer's title objections, Seller shall, within ten (10)
business days, notify Buyer of Seller's intention to resolve the objections within
the 120 -day period. Cure of the defects by Seller shall be reasonable, diligent
and prompt. Pending correction of title, all payments required herein and the
closing shall be postponed if the Buyer requests the same in writing.
A) If notice is given and Seller remedies the objections, then upon
presentation to Buyer and proposed lender of documentation of
resolution, and if not objected to in the same time and manner as
the original title objections, the closing shall take place on the
mutually agreed to scheduled closing date.
B) If notice is given and Seller proceeds in good faith to remedy the
issues but the 120 -day period expires without the exceptions being
addressed, Buyer may declare this Agreement null and void by
notice to Seller; neither party shall be liable for damages hereunder
to the other and earnest money shall be refunded to Buyer. If
Seller proceeded in good faith, Buyer shall not be entitled to both
proceed to closing and to require Seller to resolve the objections or
to seek damages from Seller.
If Seller does not give notice of intention to resolve the objections, or if notice is
given but the 120 -day period expires without resolving the objections due to
Seller's failure to proceed in good faith, Buyer may proceed to closing without
waiver or merger in the deed of the objections to title and without waiver of any
remedies, and may require the Seller to complete the remedy of the objection or
the Buyer may rescind this Purchase Agreement by notice as provided herein,
in which case the Purchase Agreement shall be null and void and all earnest
money paid hereunder shall be refunded to Buyer.
C) If the objections are not resolved as provided herein and Buyer
defaults in any of the agreements herein, Seller's sole and
exclusive remedy is to cancel this Purchase Agreement as provided
by law and retained all earnest money as liquidated damages.
Seller waives any and all other claims and causes of action against
Buyer.
If title objections are resolved and Seller defaults in any of
the agreements herein, Buyer shall be returned the earnest
money as its sole remedy.
14. NOTICES. All notices required herein shall be in writing and delivered
personally or mailed to the address as shown above and if mailed, are effective
as of the date of mailing.
15. SUBDIVISON OF LAND. If this sale constitutes or requires a subdivision
or combination of land by Buyer, Buyer shall pay all subdivision/ platting or
combination expenses and obtain all necessary governmental approvals. Seller
warrants that the legal description of the real property to be conveyed has been
provided to the Seller for confirmation and verification. The Buyer is seeking to
assemble lands and agrees that it will pay all costs associated with the
assemblage of the properties, including but not limited to survey costs, platting
costing, legal fees, application fees, etc.
16. MINNESOTA LAW. This Agreement shall be governed by the laws of the
State of Minnesota.
17. REPRESENTATION. is representing the Buyer in
the preparation of this Agreement and the closing hereunder. Seller is
represented by the Sherburne County Attorney's Office.
18. RESERVED RIGHTS. The following language shall be included in the
Deed conveying the Real Property in this transaction:
A) Seller retains for the State of Minnesota all mineral rights in the
land.
B) The conveyance is subject to any existing utility and road
easements of record or in existence.
C) As set forth in Section 8, Buyer is responsible for addressing any
ingress/egress crossing of the lands by adjoining landowners and
indemnifying and holding the Seller harmless from the same.
The conveyance and closing is contingent upon the parties
reaching a written agreement on the location and configuration of
the replaced billboard; the ability to access, operate, and maintain
the billboard; and the City of Elk River's approval of all necessary
permits and location of the billboard in a place satisfactory to both
Seller and Buyer.
19. CONTINGENCIES.
A) This purchase agreement is contingent upon the Buyer purchasing
the lands described in paragraph 10 above. It is subject to the
further contingency that the Buyer will obtain by all
necessary approvals, architectural reviews, licenses, zoning,
subdivision, conditional use permits, interim use permits,
variances, building permits for the bill board, environmental
permits/ approvals and all other necessary permits or approvals for
the development of the property all at no cost to the Seller. Buyer
shall promptly act to obtain such necessary permits and approvals
and the Seller shall assist in the application process so far as the
consent of the Seller is required.
B) This agreement is further contingent upon the Buyer making a
determination that the proposed development can be constructed
on the property without the use of piling, extraordinary filling or
similar extraordinary land preparation steps which would make it
financially impractical for the Buyer's intended use. if the Buyer is
unable to ensure this, the Buyer may seek nullification of this
agreement and return of its earnest monies. There will be no
further obligations on the part of either party.
C) This agreement is contingent upon the availability of sufficient
utilities in the vicinity of the project. The Buyer shall notify the
Seller within 1.80 days of entry into this Purchase Agreement if the
utilities are insufficient. if the utilities are insufficient, the Buyer
shall notify the Seller who in turn will return any monies in escrow
and the purchase agreement shall become null and void. There
will be no further obligations on the part of either party.
D) This agreement is contingent upon the parties mutually agreeing to
terms of the removal and replacement of the billboard and future
access to the billboard as replaced as well as City approval of the
new billboard. The parties have outlined its guiding principles as
follows:
1. The existing bill board will be removed;
2. The objective of the new sign location is to ensure visibility to
Highway 10 by traffic from both the east and the west;
3. The sign will have masonry for the support columns;
4. The Seller shall own the reader board;
5. The reader board shall be a two sided digital board visible
from both directions of Highway 10 with a minimum sign
face on each side of 32 square feet (minimum width of 4 and
minimum length of 8 feet). The bottom of the reader board
shall be at least 6 feet up from average grade;
6. The reader board messages will be controlled by the Seller
and shall be used as it deems appropriate;
7. The costs for the creation and installation of the reader
board itself shall be a cost to the Seller. The costs for the
supports of the entire sign shall be borne by the Buyer and
well as the cost for any added signage on the pylons;
8. The Seller shall pay for its cost of ongoing electricity and
maintenance of the digital advertising board. The cost for
maintenance of the structure itself is a cost to the Buyer.
20. CLOSING COSTS.
The Seller will pay a maximum amount of $500.00 for closing costs. All
other costs shall be borne by the Buyer. The Seller shall not pay for any
realtor's fees. The Seller's maximum amount for closing costs will
include any cost for title insurance, recording fees, document
preparation costs, transmittal fees, name searches, well disclosure form
filing, and any other costs associated with the closing. Each party shall
pay its own attorney's fees.
Seller agrees to sell the property
for the price and terms and
conditions set forth above.
Dated: L4
Seller
Buyer agrees to purchase the property
for the price and conditions
set forth above.
Dated:
Seller
Buyer
Buyer
H: \CIVIL\REAL ESTATE - LAND USE\EAIR GROUNDS Strip sale\Residential Real Estate
Purchase Agreement 2-23-I5.doc
Exhibit A,
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EXHIBIT B
Utility Map
AGREEMENT BETWEEN
SHERBURNE COUNTY, MINNESOTA
AND
SHERBURNE COUNTY AGRICULTURAL SOCIETY
June 1, 2015
Lease Agreement Between
Sherburne County Agricultural Society and Sherburne County
This Lease, effective the first day of June 2015 by and between Sherburne County Agricultural
Society ("Fair"), and Sherburne County, Minnesota, hereinafter ("County").
WITNESSETH:
The County agrees to Lease to the Sherburne County Agricultural Society and it in turn
agrees to rent from the County, the following Property, legally described as set forth in
Exhibit A. This legal description is evidenced by the attached aerial identified as Exhibit
A.
This lease is based upon the following terms and conditions:
1. PARTIES AND PROPERTY:
a) The County: The County has as its governing board the Sherburne County
Board of Commissioners. The Board's representative is its County
Administrator or his Designee.
b) Sherburne County Agricultural Society has as its governing board the
Sherburne County Fair Board and its representative is its President or
designee.
c) Property: The property being leased shall NOT include the right of access at
any point during the term of the lease to the building marked as the "Sheriff's"
building in the attached Exhibit A. The Property to be leased shall include all
lands, parking, all buildings excluding the Sheriffs building and Sheriffs
office.
2. TERM AND USE: The term of this Lease shall commence on the 1 st day of June
2015 and shall continue for ten years, subject to certain conditions as set forth in this
Agreement and subject to extension or sooner termination as provided in this
Agreement. The Sherburne County Agricultural Society may not use the premises for
any unlawful use.
3. RENT:
a) FIXED RENT: The Sherburne County Agricultural Society shall pay to the
County as and for fixed rent for the premises the amount of S 1.00 per year.
This amount shall be paid on or before the 15`h of January of each year for the
duration of the Lease term.
b) MAINTENANCE OBLIGATIONS: The County shall conduct at its own cost
a Facility Assessment of all buildings and improvements on site. Any repairs
or improvements shall be ranked by safety, need and return on investment.
Sherburne County Agricultural Society shall be entitled as Lessee to have
input in the prioritizing of the repairs and improvements with the final and
sole determination by the County Board. The County shall be responsible for
the repair and maintenance of the following buildings and permanent
improvements: Sheriff's building. The County shall be responsible for the
structural portions of the premises, including load bearing and exterior walls,
the subflooring, the roof, and the foundation; the electrical, utility, plumbing,
sewage; interior walls; windows; and ceiling light fixtures. All other
buildings and permanent improvements, including the agricultural buildings,
shall be the responsibility of the Sherburne County Agricultural Society. The
Sherburne County Agricultural Society shall be responsible for internal
building maintenance to include custodial and cleaning for the buildings it has
access to during the duration of the lease.
c) TAXES AND SPECIAL ASSESSMENTS: Any property taxes assessed
against the lands shall be a cost borne by the Sherburne County Agricultural
Society. Any special assessments shall be borne by the County.
d) UTILITIES: The Sherburne County Agricultural Society agrees at its sole
expense to furnish all utilities including garbage removal, water, sewer,
electricity, and heat to the Office building and all buildings occupied during
its occupancy. Any costs associated with the provision of phone, fax, internet
or other communication device required by the Sherburne County Agricultural
Society shall be borne by the Sherburne County Agricultural Society and not
the County.
e) MOVABLE PROPERTY: The Sherburne County Agricultural Society is
permitted to have furniture, personal property and movable property within
the Office and the Property during its occupation. Storage of any movable
property or personal property on the site and outside the office shall be
insured by the Sherburne County Agricultural Society. The County shall not
be responsible for any damage to or loss of the property.
4. POSSESSION: Except as herein provided, the County shall deliver possession of the
premises for the term of the Lease. Further, the Sherburne County Agricultural
Society, if they send a request in writing thirty days before the fair, may use
Sherburne County Courthouse parking as outlined in Exhibit B for over flow parking
during the actual operation of the fair during the following time periods: Thursday
from 4:45 p.m. to midnight, Friday 4:45 p.m. to midnight, Saturday and Sunday from
6 a,m. to midnight.
5. SHERBURNE COUNTY'S ACCESS: The County, its employees, and its agents
shall have the right to enter the premises at any reasonable time for the purpose of
inspecting, cleaning, repairing, altering, or improving the premises with prior notice
to Fair secretary. This shall not apply to the Sheriff's building or Sheriffs office.
6. IMPROVEMENTS ALTERATIONS AND REMODELING: The Sherburne County
Agricultural Society agrees that it cannot make any structural changes on said
premises nor are they allowed to seek permits for any permanent modifications
electric, wells, plumbing, footings, etc.) without prior County Board approval. No
grants for permanent improvements may be applied for or accepted by the Sherburne
County Agricultural Society without prior County Board approval.
7. COMMITTEE FOR STRUCTURES: A committee shall be established consisting of
three (3) Sherburne County Agricultural Society appointees and three county board
designees. The committee shall review the facility assessment and set annual goals
and priorities for the repair and maintenance of the Property. The considerations in
2
descending order are: safety, security and aesthetic design. The Committee shall
make recommendations to the County Board for rebuilding(improvements.
8. ASSIGNMENT BY SHERBURNE COUNTY AGRICULTURAL SOCIETY: The
Sherburne County Agricultural Society shall not voluntarily or by operation of law
assign or encumber the Sherburne County Agricultural Society's interest in this
Lease. The County recognizes that the Sherburne County Agricultural Society allows
winter storage on the lands. Any property stored on the Property shall be insured for
its full replacement value by the person storing the property or the Sherburne County
Agricultural Society. Evidence of insurance shall be made available for inspection on
the request of the County.
9. INSURANCE:
a) Property Damage: It shall be the duty of the Sherburne County Agricultural
Society to maintain insurance or self-insurance on its personal or movable
property. The County shall insure the buildings on the lands. All other
structures shall be insured by the Sherburne County Agricultural Society.
b) Liability: Sherburne County and Sherburne County Agricultural Society agree
that each party will be responsible for its own acts and the results thereof to
the extent authorized by law and shall not be responsible for the acts of any
others and the results thereof. Sherburne County's liability shall be governed
by the provisions of the Minn. Stat. §466.04, and other applicable law.
c) Insurance: The Sherburne County Agricultural Society shall maintain the
insurance as required in Exhibit C for the term of the lease. Any sublessee of
the Sherburne County Agricultural Society shall also provide evidence of
insurance in a sum that meets the requirements in Exhibit C or such other
approved amount by the County's designee. Any cost for personal property
insurance, movable property insurance, agreed upon stored property
insurance, liability insurance, automobile insurance, advertisement, fiduciary
or other required insurance for the operation of the fair and its property shall
be borne by the Sherburne County Agricultural Society.
10. SURRENDER: On the last day of the lease term, the Sherburne County Agricultural
Society shall peacefully surrender the premises in good condition and repair,
reasonable wear and tear excepted. On or before the Iast day of the term of this Lease
or notice of termination, the Sherburne County Agricultural Society shall at its
expense remove all of its equipment from the premises, and any property not removed
shall be deemed abandoned. All alterations, additions, and fixtures, other than the
Sherburne County Agricultural Society's personnel and movable equipment, which
have been made, built or installed by either the County or the Sherburne County
Agricultural Society on the premises shall remain as the County's property and shall
be surrendered with the premises as part hereof The Sherburne County Agricultural
Society shall promptly surrender all keys from the premises to the County
Administrator and shall inform the County of combinations of any locks and safes on
the premises. The parties agree to meet 120 days prior to the Lease term to review
the agreement.
11. NONPAYMENT OF RENT: DEFAULTS: If a rent payment or utilities from the
Sherburne County Agricultural Society's use remain unpaid in whole or part for more
than forty-five (45) days after it is due and payable; then it shall be optional for the
County to declare this Lease forfeited and the terms ended and to re-enter the
premises.
12. NOTICES: All communications, demands, notices or objections permitted or
required to be given or served under this Lease shall be in writing and shall be
deemed to have been duly given or served if delivered in person to the other party or
its duly authorized agent if deposited in the United States mail, postage prepaid, for
mailing by certified or registered mail, return receipt required, and addressed to the
other party in this Lease, to the address set forth herein: Sherburne County C/O
County Administrator, 13880 Business Center Drive NW, Elk River, Minnesota
55330 and Sherburne County Agricultural Society, Attn: Fair P.O. Box 2, Elk River,
MN 55330. Any party may change its address by giving notice in writing, stating its
new address, to any other party as, provided in this foregoing manner. Commencing
on the tenth (10th) day after giving the notice, the newly designated address shall be
the party's address for the purpose of communications, demands, notices, or
objections permitted or required to be given or served under this Lease.
13. TERMINATION:
a) In the event that the Sherburne County Agricultural Society is unable to
operate a fair in any year of the ten year lease, the lease shall automatically
terminate commencing September I of the year in which the fair was not held.
If the inability to hold the Fair is due to an act of God, the inability shall be
excused for two years due to the act of God.
b) If the Sherburne County Agricultural Society fails to provide the required
evidence of insurance prior to the dates of the fair or any event in the amounts
set forth in Exhibit C, the lease shall be terminated forthwith. If the Sherburne
County Agricultural Society fails to provide evidence of insurance for its
personal property, the County may give 30 days written notice for the
termination of the lease.
c) If after five years from the commencement of the lease, the County is
provided with a valid purchase agreement for sale of the Property for
economic development (which is determined in the County's sole discretion);
the County shall provide 120 days written notice of the end of the lease.
d) If the Sherburne County Agricultural Society fails to deliver an audit of its
financial records to the Sherburne County Administrator within 120 days of
the execution of the lease agreement and by April 30 of every third year
thereafter, the lease agreement shall terminate. The cost for such an audit
shall be borne by the Sherburne County Agricultural Society.
e) If the Sherburne County Agricultural Society fails to file with law
enforcement a plan to respond to emergencies which shall include storm
shelters and an evacuation plan within 120 days of the execution of the lease,
the lease shall terminate. As of January 4, 2015, this term is satisfied.
f) If special assessments are placed against the Property in a sum that makes the
retention of the Property fiscally imprudent as determined by the County
Board, then the lease shall terminate within 120 days of the determination.
g) If the lease agreement is not extended by formal agreement, it shall expire on
the last day of the Agreement.
El
14. OPTION FOR OTHER SPACE: The County and the Sherburne County Agricultural
Society may choose to alter the lease if an alternative becomes available.
15. SEVERABILITY OF PROVISIONS: If any provision of this Lease is determined to
be invalid or illegal, that invalidity or illegality shall in no way affect, impair, or
invalidate any other provision of this Lease. The remaining provisions shall remain
in full force and effect.
16. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the
parties. There are no binding agreements or representations between the parties
except as expressed in this Lease. The Sherburne County Agricultural Society
acknowledges that neither the County nor any of the County's agents has made any
representations or warranty as to the suitability of the premises for the conduct of the
Sherburne County Agricultural Society's business or the condition of any
improvements located thereon.
17. AMENDMENT OF LEASE: No amendment of this Lease shall be effective unless in
writing and signed by both parties to this Lease.
IN WITNESS WHEREOF, the parties have set their hands on the date{s} indicated below
intending to be bound thereby.
SHERBURNE COUNTY
AGRICULTURAL SOCIETY:
14MS. W"FJOURMORM '100
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Datc --L' _7_- A 15
EXHIBIT .A
sh erb urn e Co un tai Fairaro un ds
Retracement Survey PROPERTVOESCRIPTION(Rnferern 0,01cgn Aamnbar jlpc mn tN, 5760721
Part of.gertl{N1 2. fi)-,tl,+'!7d-. ip 1Tange ii IPar alsrs-ta2at9oana7.1aza1o5f
Ale teal Lwrt of Ute Wesl Flail p(lere karlheasl Queder of !ha Soalhwest quermr of $Geepn 32, Twmah,p
1 33. Range 26. Shtrbume Count', Mulposoti. Mog soWhedy of the center line of Oki U.
5- Highway No.
a w R .'rico e.e tw r'n .+a.t
rl-aw 1/
ti sr..a s1,5e aI{ t 19. EXCEPTING brerehom the following slaw"bad property. Comnam:ng At dm Nenlimsl comer Of
5 may— said Wgaf tial[ 9I the Nollwataf 0,
ni ter of the Southwest OuaMr thence Soulh 00 derma 48 endures
04seconds East.assumedbee Of TU'
ltMWBSI
Ilan of reef West Hall of the NarMeastet..Gf SemISouthwestDeaner, a dlslaroa al 37774 feet to the Ilam of Itpinnei9 W am tarts m La treranaMr
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chiwbad: thence NO& 64 dogmas 33 milpoi 16 seconds East a dlstanca of 205.28 IoM. ft-
tNonh9aeledy a dlta eof 19233 leer a" a tang ntal cueva bgMa- lb the Northwest hating a fadi—,
l of St1p0 fast and central angle of 21 dogro 29 mmutas 75 accords. than" Neritmain" and '
East, fly mvualongaaiselc,m conr e
to
the sormmroast. We Inlersaeuan with die, Westerly eraensmn
e
SoftheNewdy rMf,kf..yPn of Mon $tenet as d dicnled InL a real nl GOSPODORS ORONG LAKE
ADDITION. a.-fing tosaid pal on fele and Of record e, Ibe offset of the Courtly Recorder= Shomnrha
Ce,,my= Minnesota, said cme being tenger to the last doocrroud wrvo and tangent to said Westerly
odawen bt lea So—Inady d9Mof-way srw: Yirenc, NOM 88 tlegrbos 33 minutes 43 so oWs W est, along
g$ - wtd W.%rly M.—n of the Soullmry rldnlal•waY law. a dbLVrce nl 546.71 feet M d,. ilnerrecgon
aNtl1 yak Wast the of the West FIaN Of tM NDRtreaat O—anar of tea Saulnweel Deaner, tharca 5d1d166
deq— 48 mnotsa 64 seconds C. akxg sea Weal nine. ac1 slant of 300.67 feet to sad print of
beginnng
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a 1BVs/NE s CEMl£ROMYE [tKR'IE1CMN
Lbt 2. Stork 3, GCSPODOR'3 ORONO LAKE ADDITKIN. accord!ng fe the moefdad Plot thereof
Shwbume County. M-nrmsok. EXCEPTING that Pars lying sauthbry of the Wevang dounbod Isn'
CammeWngat"NarrfrNeel comer Of Lot 1. Seek 2. GOSPODORS ORONO LAKE ADDITION NO 1
according to the monded Pial "MI Share— Ceuny. Minnesota than" Saeid 00 d—greos 58
minute, 44 leaendt East l ssenrad it."" along the Wast I' f said Let i dlillin. of 25001.1to
the Southeast comer of said Lot T. f3fock 3. GOSPODGRS ORCNO LAKE ADDITION ftnoa so m a9
degree, 08 cohere, 37 second, West abng the Sat Ism 1 d Let 2dist rc 1262.25 fao is an
angle po tl
in
sed South fsn of Lot 2: thenea SaWh 89 degrees 36 minAts 50 seconds West along said
SOWN Imo ai Let 2s dim.— of 381.41 feel M mo Pdiht of bdglMng OI tae Ilse bang daacneea; mance
oosledy NW r oghoa,tetly along a curve tangent to find Sbrdh Ihra of Lpt2 andeare.- 1. the n"e"ed
having a tadds of 268 09 feel, a wnEal angle, of 36 dagmes 50 minute 00 sawrds and an arc Ghats a
of 172.73 leer th nca nonhbastedy aAd easledy afeng a RYene cave concma It, dte —M Wst hating
o radios of 350.bb feel a "nasi engla of 36 dog,ow 01 m oiaus S2 second, and an arc Nngdr of 220 10
fest: M."a Nnnh " degrees 48 minutseM acted. East- langardtaaydtothefast — d Gs. a
14".9 of 262.14 feet to the So imwo,t "mor of Lot t, Blank 1, sad GO$l'MOR'S ORONO LAKE
AOOT,ON NO. 1 amt said Ime There temmnehnp.
TOTAL AREA 20 579 Ams
NOTES Nb ureter or Incvs ground umbras ware located
wMch may bot a bef the property descdbed hmoon No
structures or ,mor--.. orb ,horn hereon.
Pimrrwalwv,dmy "root' propane' by Count' Sarveycr MIcllaol
1. Trunk NN Lo". No. 18634„2003 for Q ki Tee Ao..
sas Decume.n No, 578072. recorded 1-21-2005.
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tNonh9aeledy a dlta eof 19233 leer a" a tang ntal cueva bgMa- lb the Northwest hating a fadi—,
l of St1p0 fast and central angle of 21 dogro 29 mmutas 75 accords. than" Neritmain" and '
East, fly mvualongaaiselc,m conr
e
to the sormmroast. We Inlersaeuan with die, Westerly eraensmn
e
SoftheNewdy rMf,kf..yPn of Mon $tenet as d dicnled InL a real nl GOSPODORS ORONG LAKE
ADDITION. a.-fing tosaid pal on fele and Of record e, Ibe offset of the Courtly Recorder= Shomnrha
Ce,,my= Minnesota, said cme being tenger to the last doocrroud wrvo and tangent to said Westerly
odawen bt lea So—Inady d9Mof-way srw: Yirenc, NOM 88 tlegrbos 33 minutes 43 so oWs W est, along
g$ - wtd W.%rly M.—n of the Soullmry rldnlal•waY law. a dbLVrce nl 546.71 feet M d,. ilnerrecgon
aNtl1 yak Wast the of the West FIaN Of tM NDRtreaat O—anar of tea Saulnweel Deaner, tharca 5d1d166
deq— 48 mnotsa 64 seconds C. akxg sea Weal nine. ac1 slant of 300.67 feet to sad print of
beginnng
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Lbt 2. Stork 3, GCSPODOR'3 ORONO LAKE ADDITKIN. accord!ng fe the moefdad Plot thereof
Shwbume County. M-nrmsok. EXCEPTING that Pars lying sauthbry of the Wevang dounbod Isn'
CammeWngat"NarrfrNeel comer Of Lot 1. Seek 2. GOSPODORS ORONO LAKE ADDITION NO 1
according to the monded Pial "MI Share— Ceuny. Minnesota than" Saeid 00 d—greos 58
minute, 44 leaendt East l ssenrad it."" along the Wast I' f said Let i dlillin. of 25001.1to
the Southeast comer of said Lot T. f3fock 3. GOSPODGRS ORCNO LAKE ADDITION ftnoa so m a9
degree, 08 cohere, 37 second, West abng the Sat Ism 1 d Let 2dist rc 1262.25 fao is an
angle po
tl
in sed South fsn of Lot 2: thenea SaWh 89 degrees 36 minAts 50 seconds West along said
SOWN Imo ai Let 2s dim.— of 381.41 feel M mo Pdiht of bdglMng OI tae Ilse bang daacneea; mance
oosledy NW r oghoa,tetly along a curve tangent to find Sbrdh Ihra of Lpt2 andeare.- 1. the n"e"ed
having a tadds of 268 09 feel, a wnEal angle, of 36 dagmes 50 minute 00 sawrds and an arc Ghats a
of 172.73 leer th nca nonhbastedy aAd easledy afeng a RYene cave concma It, dte —M Wst hating
o radios of 350.bb feel a "nasi engla of 36 dog,ow 01 m oiaus S2 second, and an arc Nngdr of 220 10
fest: M."a Nnnh " degrees 48 minutseM acted. East- langardtaaydtothefast — d Gs. a
14".9 of 262.14 feet to the So imwo,t "mor of Lot t, Blank 1, sad GO$l'MOR'S ORONO LAKE
AOOT,ON NO. 1 amt said Ime There temmnehnp.
TOTAL AREA 20 579 Ams
NOTES Nb ureter or Incvs ground umbras ware located
wMch may bot a bef the property descdbed hmoon No
structures or ,mor--.. orb ,horn hereon.
Pimrrwalwv,dmy "root' propane' by Count' Sarveycr MIcllaol
1. Trunk NN Lo". No. 18634„2003 for Q ki Tee Ao..
sas Decume.n No, 578072. recorded 1-21-2005.
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Sherburne County # #
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qq Exhibit B a
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EXHIBIT C
FAIRGROUNDS LEASE EXHIBIT
INSURANCE REQUIREMENTS
The Sherburne County Agricultural Society shall procure and maintain for the duration of the contract,
insurance coverage for injuries to persons or damages to the property which may arise from or in
connection with the performance of the work hereunder by the Sherburne County Agricultural Society,
their agents, representatives, employees, sub -lessees or contractors.
Minimum Scone of Insurance: Coverage shall be at least as broad as follows:
1.1 Insurance Services Office (ISO) Commercial General Liability coverage (occurrence
form CG 00 01 or a substitute form providing equivalent coverage), and shall cover
liability arising from premises, operations, independent contractors, products -completed
operations, personal injury, advertising, and liability assumed under an insured contract
including tort liability of another assumed in a business contract).
1.2 Business Automobile Liability coverage shall be written on ISO for CA 00 01, CA 00 05,
CA 00 12, CA 00 20, or substitute for providing equivalent liability coverage. Such
insurance shall cover liability arising out of any auto (including owned, hired, and non -
owned autos).
1.3 Worker's Compensation as required by the State of Minnesota, and Employer's Liability
insurance.
2. Minimum Limits of Insurance: Sherburne County Agricultural Society shall maintain
NO LESS THAN:
2.1 Commercial General Liability (CGL) and if necessary, Commercial Umbrella Liability:
1,500,000 each occurrence/ $3,000,000 General Aggregate. If Commercial General
Liability insurance contains a general aggregate limit, it shall apply separately to this
project/location, or the general aggregate limit shall be twice the required occurrence
limit.
2.2 Business Automobile Liability and if necessary, Commercial Umbrella Liability:
1,500,000 each accident for bodily injury and property damage.
2.3 Employer's Liability: as required by the State of Minnesota.
3. Deductibles and Self -Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the County. At
the option of the County, either: the insurer shall reduce or eliminate such deductibles or self-insured
retention as respects Sherburne County, its agents, officers, directors, and employees; or the
Sherburne County Agricultural Society procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses; or the Sherburne County Agricultural
Society shall provide requested financial statements for the purpose of verifying financial solvency,
and acceptance of deductibles or self-insured retention based on this verification.
4. Other Insurance Provisions
4.1 The General Liability policy is to contain, or be endorsed to contain, the following
provision: Sherburne County, its agents, officers, directors, and employees are to be
covered as an additional insured for all liability coverages using ISO additional
insured endorsement CG 20 10 or substitute providing equivalent coverage. This
insurance shall apply as primary insurance with respect to any other insurance or self-
insurance elfinsuranceprogram. Any Sherburne County insurance shall be in excess of the Sherburne
County Agricultural Society's insurance and shall not contribute to it. The Sherburne
County Agricultural Society's coverage shall contain no special limitations on the scope
of protection afforded to the County, its agents, officers, directors, and employees.
4.2 Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the County, its officers, officials, employees or volunteers.
4.3 Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, or canceled by either party, reduced in coverage or Iimits,
or non -renewed, except after thirty (30) days prior written notice by certified mail, return
receipt requested, has been given to the County.
4.4 The Sherburne County Agricultural Society shall include all contractors or sublessees as
insured under its policies or furnish separate certificates and endorsements for each
contractor or sublessee where applicable. All coverage for contractors or sub -lessees
shall be subject to all of the requirements stated herein,
4.5 Each insurance policy shall include an endorsement that waives any claim or right in the
nature of subrogation to recover against the County, its trustees and agents, officers,
directors, and employees.
S. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of A: VII, unless otherwise
acceptable to the County.
6. Verification of Coverage
Sherburne County Agricultural Society shall furnish certificates of insurance and original
endorsements effecting coverage required by this clause. The eertylicate attached to this contract
should be signed by a person authorized by that insurer to bind coverage on its behalf. A
certificate other than the one attached may be used if coverages and endorsements match or
exceed the coverages identified on the attached certificate. All certificates and endorsements are to
be received and approved by the County before commencing activity. The County reserves the right
to require complete, certified copies of all required insurance policies and endorsements at any time.
Ll%
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Proposed Site Plan for Elk River Retail
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Proposed Elk River Retail Project
Goal: To develop two separate commercial/ retail buildir.-.gs at the corner of HN -v-, 10 and
Joplin Street.
Increase retail activit T on western --enol of Elk River.
Develop a highly encumbered tax exempt property, into a well desired commercial/ retail
development.
Approximate $1.25 to $1.5 million taxable value
Generate approximately $45,000 to $50,000 per year in property taxes
Job creation numbers will be dependent on the future tenants
Sell 0.45 Acres of Land to the Cit4T of Elk River= $18,3)45
County Fairground Sign
Ne -\v Sign Location — Increased visibility from H,,vv 10joplin Street
Interchangeable messaging and ability to advertise for different events throughout the
year.
Utilize sign for public purpose (i.e. umber alerts, Nveather conditions, accidents, etc.)
Reader board -,vould be responsibility of the County, including detailed design
responsibilities and. install & control.
Pylon sip -would have a description and a sign agreement OR a long-term lease
agreement.
Initial sign design and installation costs are expected to be $25,000 to $40,000 depending
on size, software and quality of display.
Existing economic development funds would be utilized for balance of sign purchase.
Concept was presented and approved by the Fair Board on January 20"'
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Agreement 2016-04
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City of
Elk
River
Resolution 16-
A Resolution of the City of Elk River Authorizing Acquisition of a Portion of
Old Highway 10 from Sherburne County
WHEREAS, on November 2, 2015, the City entered into a purchase agreement with E&R
Investments,LLC ("E&R") to convey several vacant properties located at the Southeast corner of US
Hwy 10 &Joplin Street NW (the "Properties"); and
WHEREAS, under the agreement with E&R, the city was required to acquire a portion of old
Highway 10 from the County of Sherburne (the "County Property"); and
WHEREAS, on March 7, 2016, the city entered into a purchase agreement with the County of
Sherburne to acquire the county property; and
WHEREAS, the city and E&R desire to close on the sale of the properties to E&R; and
WHEREAS, prior to closing,itis necessary for the city and the county to execute an Amended
and Restated Purchase Agreement (Attachment 1),which amends the original purchase agreement with
the county to acknowledge that it is no longer necessary to facilitate the relocation of a county-owned
billboard and to correct the legal description of the county property.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River,Minnesota,
as follows:
1. The Council hereby authorizes the acquisition of the county property, as provided in the Amended
and Restated Purchase Agreement(Attachment 1); and
2. City staff and the law firm of Kennedy& Graven, Chartered, are authorized and directed to take all
steps necessary to close on the acquisition of the county property including, without limitation, to
execute the Amended and Restated Purchase Agreement.
Passed and adopted this 191h day of December 2016.
John J. Dietz,Mayor
ATTEST:
Tina Allard, City NATUREJ
AMENDED AND RESTATED
PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on December 20, 2016 to
amend that certain purchase agreement dated March 1, 2016 between the
County of Sherburne, State of Minnesota, 13880 Business Center Drive, Elk
River Minnesota 55330 (a municipal entity) ("Seller") and the City of Elk River
("Buyer"), 13065 Orono Parkway, Elk River Minnesota 55330.
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to
sell real property located in the vicinity of Joplin and Business Center Drive,
City of Elk River, County of Sherburne, State of Minnesota, legally described
as:
All that part of the West Half of the Northeast Quarter of the Southwest
Quarter of Section 32, Township 33, Range 26, Sherburne County, Minnesota,
described as follows: Commencing at the Northeast corner of said West Half of
the Northeast Quarter of the Southwest Quarter thence south along the east
line thereof to intersect with the southerly right-of-way line of Main Street as
dedicated in the plat of GOSPODOR'S ORONO LAKE ADDITION, according to
said plat on file and of record in the office of the County Recorder, Sherburne
County, Minnesota, said point being the point of beginning; thence westerly
along the westerly extension of said southerly right of way to the west line of
said West Half of the Northeast Quarter of the Southwest Quarter; thence north
along said west line to intersect the centerline of Old U.S. Highway No. 10 (said
centerline being a line drawn 33.00 north of said westerly extension), thence
easterly along said centerline to said east line; thence south along said east line
to the point of beginning.
Further, the Buyer and the Seller acknowledge there is an old existing billboard
subject to an existing lease as referenced in Section 5(f) that has historically
been used for advertisement for the county which will be removed.
3. ACCEPTANCE DEADLINE. This offer to purchase, unless accepted
sooner, shall be null and void at 5:00 p.m. on March 1, 2017 and in such event
all earnest money shall be refunded to Buyer.
4. PRICE AND TERMS. The price for the real and personal property
included in this sale is eighteen thousand three hundred sixty five dollars
($18,365), which Buyer shall pay as follows:
Earnest money of $1,000.00, the receipt of which is hereby acknowledged, and
the balance of $17,365.00 in cash or by certified check on April 1, 2016, the
DATE OF CLOSING. The closing shall be held at Sherburne County Title and
Abstract, Elk River, Minnesota or at another closing company as agreed on by
the Parties.
5. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall
execute and deliver a-Warranty Deed conveying title subject to:
(A) Building and zoning laws, ordinances, state and federal
regulations;
(B) Reservation of any mineral rights by the State of Minnesota;
(C) Utility and drainage easements which are of record or permitted by
the improvements;,
(D) 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): I)
The land is encumbered by the unrecorded right of access by
property identified by Property Identification Number 75-132-2426;
(E)
The County of Sherburne has a lease agreement with the Sherburne County
Agricultural Society who in turn has a limited leasehold interest in the
billboard and access to the billboard attached as Exhibit C. The County shall
procure a quit claim deed releasing the Sherburne County Agricultural
Society's interest in the lands being sold as well as the billboard.
6. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Buyer shall pay
real estate taxes due and payable in the year following closing and thereafter
and any unpaid special assessments payable therewith and thereafter, the
payment of which is not otherwise provided for herein.
There are presently no real estate taxes on the land as it is held in the name of
the Seller who is a governmental agency. When the lands are transferred to an
entity that is not tax exempt, then the non-tax exempt entity shall be
responsible for any future imposition of real estate taxes.
There are no special assessments ordered, pending or levied against the lands.
Any special assessments levied against the land subsequent to the date of the
purchase agreement shall be the responsibility of the Buyer.
As of the date of this Agreement, Seller represents that Seller has not received a
Notice of Hearing of a new public improvement project from any governmental
assessing authority, the costs of which project may be assessed against the
property.
Seller makes no representation concerning the amount of future real estate
taxes or of future special assessments.
7. SELLER'S LIEN WARRANTIES. Seller warrants that there has been no
labor or material furnished to the real property for which payment has not
been made.
Any warranties and representation in this Purchase Agreement shall survive
the delivery of the Deed or Contract for Deed.
8. CONDITION OF PROPERTY. Buyer shall have the right to have
inspections of the property conducted prior to closing. If the Buyer seeks to
conduct any testing on the property, i.e., soil borings, the Buyer shall provide
in writing a description of the testing and obtain written permission from the
Seller. The Seller shall not unreasonably withhold permission. The Buyer
shall pay for all costs associated with the testing and inspections and not allow
any mechanic's liens to attach to the property.
There are no known wells on the land being conveyed.
The Seller does not have any written evidence of utilities being located on the
property. However, field inspection may determine that such utilities are
located on the lands to be sold. If utilities are located on the lands that are
being sold, the parties shall work together in good faith toward a modification
in the purchase price. If the parties are unable to come to resolution, then sole
remedy of the Buyer is to declare the purchase agreement null and void and
the earnest monies of the Buyer shall be returned.
The Seller makes no representations on the wetlands, flood plain or Shoreland
as it pertains to the property.
Seller and Buyer agree that property identification number 75-132-
2426 has an access to Business Center Drive that crosses the land
subject to this purchase agreement. It shall be the Buyer's
responsibility to address this issue in the manner they deem
appropriate. Buyer agrees to indemnify and hold harmless the
Seller and its officers, officials, agents and employees from any
liability, claims, losses, damages, costs, judgments, or expenses,
including reasonable attorneys' and other professional fees,
resulting from the act of relocation of the access point by any
intentional, negligent, tortious or illegal act or omission of Buyer,
including without limitation, professional errors or omissions by
the persons under the Buyer's direction and control arising from
the access issue.
A map of the existing utilities can be found in Exhibit B.
9. DISCLOSURE OF NOTICES. Seller has not received any notice from any
governmental authority as to violation of any law, ordinance or regulation.
10. TIMING. Seller recognizes that the Buyer is assembling parcels with the
end goal of having sufficient acreage to develop a commercial lot(s) for
development. The Seller agrees that this Agreement is contingent upon the
Buyer acquiring title to the following parcels:
75-132-2425 (only as it applies to the north 33 feet of centerline of
old Highway 10)
75-132-3101
75-575-0010
An aerial photo of the properties can be found in Exhibit A.
11. POSSESSION. Seller shall deliver possession of the property not later
than the DATE OF CLOSING subject to the right of access to the newly
constructed billboard for operation and maintenance.
12. EXAMINATION OF TITLE. The Seller does not have an Abstract on the
lands. Therefore, within a reasonable time after acceptance of this Agreement,
Seller shall furnish Buyer with an Owners and Encumbrances report including
proper searches covering bankruptcies and State and Federal judgments, liens,
and levied and pending special assessments. Buyer shall have 30 business
days after receipt of the Owners and Encumbrances Report 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 thirty (30) 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 thirty (30) day period
provided for above, except that this shall not operate as a waiver of Seller's
covenant to deliver a Limited Warranty Deed.
Further, the Seller agrees that it shall cooperate in an application for certificate
of possessory title if requested by the Buyer.
13. TITLE CORRECTIONS AND REMEDIES. Seller shall have 180 days
from receipt of Buyer's written title objections to correct or resolve the
objections. Upon receipt of Buyer's title objections, Seller shall, within ten (10)
business days, notify Buyer of Seller's intention to resolve the objections within
the 120-day period. Cure of the defects by Seller shall be reasonable, diligent
and prompt. Pending correction of title, all payments required herein and the
closing shall be postponed if the Buyer requests the same in writing.
(A) If notice is given and Seller remedies the objections, then upon
presentation to Buyer and proposed lender of documentation of
resolution, and if not objected to in the same time and manner as
the original title objections, the closing shall take place on the
mutually agreed to scheduled closing date.
(B) If notice is given and Seller proceeds in good faith to remedy the
issues but the 120-day period expires without the exceptions being
addressed, Buyer may declare this Agreement null and void by
notice to Seller; neither party shall be liable for damages hereunder
to the other and earnest money shall be refunded to Buyer. If
Seller proceeded in good faith, Buyer shall not be entitled to both
proceed to closing and to require Seller to resolve the objections or
to seek damages from Seller.
If Seller does not give notice of intention to resolve the objections, or if notice is
given but the 120-day period expires without resolving the objections due to
Seller's failure to proceed in good faith, Buyer may proceed to closing without
waiver or merger in the deed of the objections to title and without waiver of any
remedies, and may require the Seller to complete the remedy of the objection or
the Buyer may rescind this Purchase Agreement by notice as provided herein,
in which case the Purchase Agreement shall be null and void and all earnest
money paid hereunder shall be refunded to Buyer.
(C) If the objections are not resolved as provided herein and Buyer
defaults in any of the agreements herein, Seller's sole and
exclusive remedy is to cancel this Purchase Agreement as provided
by law and retained all earnest money as liquidated damages.
Seller waives any and all other claims and causes of action against
Buyer.
If title objections are resolved and Seller defaults in any of
the agreements herein, Buyer shall be returned the earnest
money as its sole remedy.
14. NOTICES. All notices required herein shall be in writing and delivered
personally or mailed to the address as shown above and if mailed, are effective
as of the date of mailing.
15. SUBDIVISON OF LAND. If this sale constitutes or requires a subdivision
or combination of land by Buyer, Buyer shall pay all subdivision/platting or
combination expenses and obtain all necessary governmental approvals. Seller
warrants that the legal description of the real property to be conveyed has been
provided to the Seller for confirmation and verification. The Buyer is seeking to
assemble lands and agrees that it will pay all costs associated with the
assemblage of the properties, including but not limited to survey costs, platting
costing, legal fees, application fees, etc.
16. MINNESOTA LAW. This Agreement shall be governed by the laws of the
State of Minnesota.
17. REPRESENTATION. Kennedy and Graven is representing the Buyer in
the preparation of this Agreement and the closing hereunder. Seller is
represented by the Sherburne County Attorney's Office.
18. RESERVED RIGHTS. The following language shall be included in the
Deed conveying the Real Property in this transaction:
(A) Seller retains for the State of Minnesota all mineral rights in the
land.
(B) The conveyance is subject to any existing utility and road
easements of record or in existence.
(C) As set forth in Section 8, Buyer is responsible for addressing any
ingress/egress crossing of the lands by adjoining landowners and
indemnifying and holding the Seller harmless from the same.
19. CONTINGENCIES.
(A) This purchase agreement is contingent upon the Buyer purchasing
the lands described in paragraph 10 above. It is subject to the
further contingency that the Buyer will obtain by march 1, 2017
all necessary approvals, architectural reviews, licenses, zoning,
subdivision, conditional use permits, interim use permits,
variances, building permits for the bill board, environmental
permits/approvals and all other necessary permits or approvals for
the development of the property all at no cost to the Seller. Buyer
shall promptly act to obtain such necessary permits and approvals
and the Seller shall assist in the application process so far as the
consent of the Seller is required.
(B) This agreement is further contingent upon the Buyer making a
determination that the proposed development can be constructed
on the property without the use of piling, extraordinary filling or
similar extraordinary land preparation steps which would make it
financially impractical for the Buyer's intended use. If the Buyer is
unable to ensure this, the Buyer may seek nullification of this
agreement and return of its earnest monies. There will be no
further obligations on the part of either party.
(C) This agreement is contingent upon the availability of sufficient
utilities in the vicinity of the project. The Buyer shall notify the
Seller within 180 days of entry into this Purchase Agreement if the
utilities are insufficient. If the utilities are insufficient, the Buyer
shall notify the Seller who in turn will return any monies in escrow
and the purchase agreement shall become null and void. There
will be no further obligations on the part of either party.
20. CLOSING COSTS.
The Seller will pay a maximum amount of $500.00 for closing costs. All
other costs shall be borne by the Buyer. The Seller shall not pay for any
realtor's fees. The Seller's maximum amount for closing costs will
include any cost for title insurance, recording fees, document
preparation costs, transmittal fees, name searches, well disclosure form
filing, and any other costs associated with the closing. Each party shall
pay its own attorney's fees.
Seller agrees to sell the property
for the price and terms and
conditions set forth above.
Dated:
Seller
Seller
Buyer agrees to purchase the property
for the price and conditions
set forth above.
Dated:
Buyer
, Buyer