8.1 SR 07-19-2021Request for Action
To
Item Number
Mayor and Ci T Council
8.1
Agenda Section
Meeting Date
Prepared by
General Business
I July 19, 2021
Cal Portner, City Administrator
Item Description
Reviewed by
Pinewood Golf Course Conveyance
Peter Beck, City Attorney
Reviewed by
Andrea McDowell Poehler, City Attorney
Action Requested
Approve, by resolution, a purchase agreement with Baer Necessities, LLC for the Purchase of Pinewood Golf
Course and authorize the execution of all necessary documents by the Mayor, City Administrator and City Clerk.
Background/Discussion
Baer Necessities, LLC, represented by Jennifer Abrahamson has agreed to purchase and operate Pinewood Golf
Course following a Request for Proposals submission that was accepted by the City Council.
The Elk River Country Club was notified on March 12, 2021, the city desired to terminate the management
agreement with the club. The Elk River Country Club expressed a desire to turn the course over on June 30,
2021.
On June 7, 2021, the City Council approved a Resolution of Conveyance and Purchase Agreement (Elk River
Resolution 21-40) with AJT Holdings, LLC. AJT Holdings did not execute the agreement. On June 30, 2021, the
Council terminated Resolution 21-40 and approved an interim management contract with Baer Necessities, LLC.
The Council requested the purchaser provide information demonstrating their ability to finance the transaction
before approving a resolution of conveyance.
Financial Impact
The purchaser agrees to pay $420,000 for Pinewood Golf Course. They have provided $5,000.00 in earnest money
for the purchase and agree to pay $95,000.00 at closing and the remaining $320,000 in fifteen (15) equal payments
annually along with an interest rate of four (4%) percent per annum on August 1" of each year.
Mission/Policy/Goal
The Elk River Mission
Attachments
■ Resolution
■ Financial Resources Information
The Elk River Vision
A welcoming community with revolutionary and spirited resourcefulness, exceptional
service, and community engagement that encourages and inspires pi ospei ly.
M
TUREJ
Updated.• August 2020
CAY of
El
K1ver Resolution 2 1 -
A Resolution Repealing Resolution No. 21-40 and Approving a
Conveyance of Pinewood Golf Course to Baer Necessities, LLC
WHEREAS, the City of Elk River ("City") approved a Purchase Agreement for the conveyance of
the Pinewood Golf Course to AJT Holdings, LLC ("AJT") by Resolution No. 21-40 ("AJT
Agreement"); and
WHEREAS, AJT failed to execute the AJT Agreement and notified the City Administrator that
AJT does not intend to execute the AJT Agreement; and
WHEREAS, the City repealed its approval of the AJT Agreement under Resolution No. 21-40, on
June 30, 2021, in order to move forward with a Purchase Agreement ("Purchase Agreement") for
the conveyance of the Pinewood Golf Course to Baer Necessities, LLC ("Purchaser") in accordance
with the terms of the Purchase Agreement between the City and Purchaser attached hereto as
Exhibit A, under substantially similar terms as the proposed AJT Agreement; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River,
Minnesota, as follows: The Purchase Agreement is hereby approved, and the Mayor, City
Administrator, and City Clerk are hereby authorized to execute and deliver all necessary documents
required under the terms of the Purchase Agreement and Interim Management Agreement.
Passed and adopted this 191h day of July 2021.
John J. Dietz, Mayor
ATTEST:
Tina Allard, City Clerk
216352v1
EXHIBIT A
PURCHASE AGREEMENT
216352v1
PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement"), executed , 2021 by
and between the City of Elk River, a Minnesota municipal corporation, ("Seller") and Baer
Necessities, LLC, a Minnesota limited liability company ("Purchaser").
Recitals
A. Seller owns and operates the Pinewood Golf Course on property located in the
City of Elk River, Minnesota, as legally described on the attached Exhibit A, together with all
easements, rights, and appurtenances (the "Property").
B. Seller hereby agrees to sell, and Purchaser hereby agrees to purchase the Property
and certain of the assets used in connection with the operation of the golf course, subject to and
upon the terms hereinafter set forth
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Conveyance. Seller hereby sells to Purchaser and Purchaser hereby purchases
from Seller, free from all liabilities, liens, and encumbrances, except as set forth in this Purchase
Agreement, the entire business (except as otherwise provided) of the Pinewood Golf Course,
including:
a. The Property described on Exhibit A which is attached hereto and thereby
made a part hereof.
b. The maintenance equipment, tools, furniture, and supplies described on
Exhibit B which is attached hereto and thereby made a part hereof.
C. All rights to use the name "Pinewood Golf Course."
2. Purchase Price. Purchaser agrees to pay Seller Four Hundred Twenty Thousand
and no/100 ($420,000.00) Dollars as the purchase price for the real property and all the assets
and rights being sold hereunder. The purchase price shall be paid as follows:
a. Earnest money of Five Thousand and no/100 ($5,000.00) Dollars shall be
deposited with the City upon execution by Buyer and Seller of this
Agreement, to be applied to the Purchase Price at closing;
b. Ninety -Five Thousand Dollars and no/100 ($95,000.00) Dollars payable in
cash at closing; and
214273v12
C. The balance pursuant to a Contract for Deed (Minnesota Uniform
Conveyancing Form No. 56-M), to be delivered by Purchaser to Seller at
closing. The principal balance of the Contract for Deed shall be amortized
over fifteen (15) years and shall be paid, together with interest thereon at
the rate of four (4%) percent per annum, from the date of closing as
follows:
(i) The annual payment of principal and interest shall be divided in
fifteen (15) equal installments and each installment shall be paid
by Purchaser to Seller on August 1st of each year beginning July,
2022.
(ii) The entire principal balance of the Contract for Deed, together
with all accrued interest thereon, shall be due and payable in full
on August 1, 2037.
(iii) Seller shall give Purchaser written notice of any intent on the part
of Seller to transfer or assign the Contract for Deed.
3. Allocation of Purchase Price. At the time of closing, Purchaser shall provide an
allocation of the purchase price among the following categories:
■ Land
■ Buildings and structures
■ Land improvements
■ Maintenance equipment, tools, furniture, and supplies
■ Goodwill
4. Liabilities Assumed by Purchaser. Seller acknowledges that except for the
assumed obligations expressly assumed pursuant to Section 3 hereof, the Purchaser is not
assuming and shall not assume any other liability or obligation of Seller.
5. Title Examination. Seller, at its expense, shall within a reasonable time after the
execution of this Agreement, furnish a title insurance commitment in the full amount of the
purchase price issued by Land Title, Inc., certified to date to include proper searches covering
bankruptcies, state and federal judgments and liens, by which said company commits to issue its
policy of title insurance that insures that at closing Purchaser shall have good, marketable and
insurable title of record to the Property, free and clear of all liens, encumbrances, leases, claims
and charges (except permitted encumbrances).
Purchaser shall be allowed ten (10) business days after receipt of the title
commitment for examination of title and making any objections, which shall be made in writing
or deemed waived. If any objection is so made, Seller shall have ten (10) business days from
receipt of Purchaser's written title objections to notify Purchaser of Seller's intention to make
title marketable within one hundred twenty (120) days from Seller's receipt of such written
objections. If notice is given, payments hereunder required shall be postponed pending correction
214273v12 2
of title, but upon correction of title within ten (10) days after written notice to Purchaser, the
parties shall perform the 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 Agreement shall be null and
void, at the option of Purchaser, and in such case, neither party shall be liable for damages
hereunder to the other. In the event that Purchaser cancels this Agreement because of
uncorrected title matters, all Earnest Money shall be refunded to Purchaser, and Purchaser and
Seller agree to sign a Cancellation of Purchase Agreement.
6. Conveyance and Title - Property. Subject to performance by the Purchaser,
Seller agrees to execute and deliver a recordable Contract for Deed conveying marketable title to
the Property, subject only to the following exceptions:
a. Building and zoning laws, ordinances and state and federal regulations.
b. Restrictions relating to the use or improvement of the Property that do not
affect Purchaser's intended use.
C. Permitted encumbrances.
d. Reservation of minerals and mineral rights to the State of Minnesota.
e. Utility and drainage easements which do not interfere with present
improvements.
f. Restrictive Covenant attached hereto as Exhibit C, which may be revised
to reflect a date that is 15 years from the actual date of Closing.
7. Conveyance and Title — Inventory. Seller agrees to execute a deliver a Bill of
Sale conveying title to the following items, free from all liabilities, liens, and encumbrances:
a. The maintenance equipment, tools, furniture, and supplies described on
Exhibit B.
b. The name "Pinewood Golf Course."
8. Closing. The closing of the transaction will take place on the earlier of September
30, 2021 or 15 days following completion of the Seller's obligations under Paragraph 18 ("Date
of Closing") and shall take place at the offices of the Title Company or such other location
mutually agreed upon by the parties and may be completed through escrow of closing documents
and funds with the Title Company.
9. Real Estate Taxes and Special Assessments.
a. Real Estate Taxes Payable in the Year of Closing. Real estate taxes
payable in the year of closing shall be prorated between Seller and
Purchaser on a per diem basis to the Date of Closing.
214273v12 3
b. Deferred Real Estate Taxes. Seller shall pay on the Date of Closing any
deferred real estate taxes (including "Green Acres" taxes under Minn. Stat.
§273.111) payment of which is required as a result of the closing of this
sale and the recording of the deed.
C. Special Assessments. Seller shall pay all levied special assessments as of
the date of closing.
d. Taxes and Special Assessments in the Years Following Closing.
Purchaser shall pay real estate taxes payable in the years following the
Date of Closing and special assessments payable therewith, the payment
of which is not otherwise provided herein. Seller makes no representation
concerning the amount of future real estate taxes or of future special
assessments.
10. Possession. Possession of the Property shall be delivered to Purchaser at the
closing.
11. Representations and Warranties of Seller. Seller represents and warrants to
Purchaser:
a. Seller is a municipal corporation duly organized, validly existing and in
good standing under the laws of the State of Minnesota and has the
corporate power to own or lease its assets and to carry on its business as it
is now being conducted.
b. The execution, delivery and performance of this Agreement by Seller has
been duly authorized by Seller's City Council.
d. There has been no material adverse change in the business, prospects,
assets, and financial condition of Pinewood Golf Course since the date of
the latest of the Financial Statements.
e. Seller owns and has good and marketable title, free and clear of all liens,
security interests and encumbrances, to all rights and assets being sold
hereunder.
f. To the best of Seller's knowledge, the operations of Pinewood Golf
Course as it is presently being conducted under the Management
Agreement with the Elk River Country Club, Inc., do not violate any
applicable federal, state, or local law, statute, ordinance, regulation or
order and Seller has not received any notice of a possible violation thereof.
g. There are no actions, suits or proceedings pending or threatened against or
affecting either Seller or Pinewood Golf Course.
214273v12 4
h. Seller is not a party to any contract, agreement, or restriction, whether
written or oral, which would limit or restrict the ability of Purchaser to
operate Pinewood Golf Course as it is presently being conducted.
To the best of Seller's knowledge, neither this Purchase Agreement nor
any of the exhibits attached hereto contain any false or misleading
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not false or
misleading. There is no fact within the special knowledge of Seller which
has not been disclosed herein or in writing by it to the Purchaser and
which may, insofar as Seller can now foresee, adversely affect Purchaser's
ability to conduct the Pinewood Golf Course as it is presently being
conducted.
j. To the best of Seller's knowledge, the Property has been operated under to
its Management Agreement with the Elk River Golf Club in compliance
with all applicable federal, state, and local environmental laws,
ordinances, rules, and regulations relating to the handling, storage and
disposal of hazardous and toxic wastes and substances, petroleum products
and other regulated substances. Seller's operation of the Property is now
and shall on the Date of Closing be in compliance with all such
environmental laws, ordinances, rules and regulations, including but not
limited to the maintenance of all required permits and approvals. Seller
has not used or stored hazardous wastes or substances, petroleum products
and other regulated substances on the Property, nor has Seller discharged
or released any such substances upon the Property, including, but not
limited to, underground injection of such substances, in violation of any
federal, state or local environmental law, ordinance, rule or regulation. To
the best of Seller's knowledge, no other party has engaged in any such
use, storage, discharge, or release.
k. An "individual sewage treatment system" (as defined in Minnesota
Statutes Section 115.55, subd. 1(g)) is located on the Property;
A "well" (as defined in Minnesota Statutes Section 103L.005, subd. 21 is
located on the Property.
Notwithstanding the foregoing, in the event Purchaser, prior to Closing, has actual
knowledge of any fact or circumstance which would give rise to a breach of any of Seller's
representations and warranties and Purchaser nonetheless proceeds with Closing, then Purchaser
shall be deemed to have waived any claim of breach or violation of such representation(s) and
warranty(ies) due to the existence of such fact or circumstance, and Seller's representations and
warranties shall be deemed to have been modified by such fact or circumstance.
For purposes of this Agreement and any document delivered at Closing, whenever the
phrase "to the best of Seller's knowledge" or the "knowledge" of Seller or words of similar
214273v12 5
import are used, they shall be deemed to refer only to the actual knowledge of Calvin Portner,
Seller's City Administrator, as of the Effective Date (or, for purposes of the Seller's Certificate,
as of the Closing Date), without any requirement of independent investigation having been made
or any duty to investigate, and shall not be deemed to include any implied, imputed or
constructive knowledge of Calvin Portner or any other person or entity.
12. Representations, Warranties of Purchaser. Purchaser is a limited liability
company duly organized and in good standing in the State of Minnesota. Purchaser has the
requisite power and authority to enter into and perform the terms of this Agreement. The
execution and delivery of this Agreement and the consummation of the transaction contemplated
by this Agreement have been duly authorized by all necessary parties and no other proceeding or
consent on the part of Purchaser is necessary in order to permit Seller to consummate the
transaction contemplated by this Agreement.
13. Indemnification. The parties agree to and shall indemnify the other party, its
successors, and assigns, against any and all damages resulting from any breach by the party of
any representation, warranty or agreement set forth in this Purchase Agreement or the untruth or
inaccuracy thereof, including but not limited to all statements contained in the financial
statements and disclosure statements. This indemnity shall survive the closing for a period of 2
years.
14. Seller's Closing Documents. At closing, Seller shall execute and deliver to
Purchaser the following:
a. Contract for Deed. Statutory Contract for Deed in recordable form
including the relevant terms of this Agreement and which is reasonably
satisfactory to Seller.
b. Well Disclosure Certificate.
C. Bill of Sale.
d. Certificate of Non -Foreign Status.
e. Seller's Affidavit. A standard form Affidavit by Seller indicating that on
the date of closing there are no outstanding unsatisfied judgments, tax
liens or bankruptcies against or involving Seller or the Property.
f. Other Documents. All other documents reasonably determined by either
party or the title insurance company to be necessary to transfer and
provide title insurance for the Property.
15. Purchaser's Closing Documents. At closing, Purchaser shall execute and deliver
to Seller the following:
214273v12
a. Contract for Deed. Statutory Contract for Deed in recordable form
including the relevant terms of this Agreement and reasonably satisfactory
to Purchaser.
b. Purchaser's Affidavit. A standard form Affidavit by Purchaser indicating
that on the date of closing there are no outstanding unsatisfied judgments,
tax liens or bankruptcies against or involving Purchaser.
C. Other Documents. All other documents reasonably determined by either
party or the title insurance company to be necessary to transfer and
provide title insurance for the Property.
16. Closing Costs. The costs relating to this transaction shall be paid as follows:
Seller shall pay:
a. Deed transfer tax.
b. One-half (1/2) of the closing fee.
C. Issuance of title insurance commitment.
Purchaser shall pay:
a. One-half (1/2) of the closing fee.
b. Recording fee for the Contract for Deed.
C. Premium for owner's title insurance.
17. Contingencies. The following items are contingencies to this Agreement. If the
contingencies are not performed, satisfied, or waived prior to the Date of Closing in the sole
judgment of Purchaser, then this Agreement may be terminated at Purchaser's option by written
notice from Purchaser to Seller and the Earnest Money will be refunded to Purchaser. All the
contingencies set forth in this Agreement are specifically stated and agreed to be for the sole and
exclusive benefit of the Purchaser, and only Purchaser shall have the right to unilaterally waive
any contingency by written notice to the Seller. In the event that Purchaser rightfully terminates
this Agreement, Seller shall promptly refund to Purchaser all earnest money paid hereunder,
together with any interest actually earned thereon.
a. Within seven (7) days following the execution of this Purchase
Agreement, Seller shall deliver to Purchaser each of the following items,
all of which must be acceptable to Purchaser in the exercise of its sole
discretion. If any such documentation or information shows a material
adverse change not acceptable to Purchaser, in Purchaser's sole discretion,
Purchaser may terminate this Agreement.
i. Copies of all existing service and utility contracts, permits,
licenses, service agreements, contracts for the purchase of
equipment and materials, management agreements, leases,
214273v12 7
advertising agreements and contracts with governmental or
regulatory agencies affecting the Property or the operation and
maintenance thereof.
18. Access to Property. Seller shall allow Purchaser and its agents access to the
Property for an inspection thereof. Purchaser may conduct soil tests, soil borings and other tests
of the Property. As a condition of such entry, Purchaser indemnifies and saves Seller harmless
from and against any liability (including liability for bodily injury, death, and reasonable
attorneys' fees) and any mechanic lien attaching to the Property as a result of the work performed
in making any such inspection. If, as a result of Purchaser's inspection of the Property and such
documents, Purchaser, for any reason, is dissatisfied with the Property or such documents,
Purchaser shall have the absolute right to terminate this Agreement. Not later than thirty (30)
days after execution hereof, Purchaser shall deliver notice to Seller of its decision (the "Notice of
Decision") to either exercise their right of termination or to continue this Agreement. If this
Agreement is so terminated, neither party shall have any further rights or obligations hereunder,
except that Purchase will be entitled to the return of the Earnest Money.
19. Well and Septic Systems. The Seller agrees to disconnect the well and septic to
the Clubhouse located on the Property and to connect the Clubhouse to the city water and sewer
system and to cap the septic system at Seller's cost prior to closing.
20. "AS -IS" Sale. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT
MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.
PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON THE CLOSING,
SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL
ACCEPT THE PROPERTY IN ITS "AS IS, WHERE IS, WITH ALL FAULTS"
CONDITION, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO ALL STRUCTURES,
FIXTURES, PERSONAL PROPERTY AND EQUIPMENT INCLUDED IN THE
CONVEYANCE CONTEMPATED UNDER THIS AGREEMENT. BUYER FURTHER
ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO
ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS, WHERE IS, WITH ALL
FAULTS."
PURCHASER REPRESENTS TO SELLER THAT, PRIOR TO CLOSING,
PURCHASER WILL HAVE CONDUCTED SUCH INVESTIGATIONS OF THE
PROPERTY, STRUCTURES, FIXTURES, PERSONAL PROPERTY AND EQUIPMENT
INCLUDED IN THIS CONVEYANCE, INCLUDING BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER
DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE
214273v12
CONDITION OF THE PROPERTY AND/OR THE EXISTENCE OR NONEXISTENCE
OF ANY CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY
HAZARDOUS MATERIALS ON OR DISCHARGED FROM THE REAL PROPERTY,
AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT THERETO. UPON
CLOSING, PURCHASER ACKNOWLEDGES THAT IT WILL BE ACQUIRING THE
PROPERTY SUBJECT TO ALL SUCH ADVERSE MATTERS, INCLUDING BUT NOT
LIMITED TO, DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS AND OTHER MATTERS THAT MAY NOT HAVE BEEN REVEALED
BY PURCHASER'S INVESTIGATIONS.
21. Default. If either party shall default in any of their respective obligations under
this Purchase Agreement, the other party, by notice to such defaulting party specifying the nature
of the default and the date on which this Purchase Agreement shall terminate (which date shall
not be less than thirty (30) days after the giving of such notice), may terminate this Purchase
Agreement, and upon such date, unless the default so specified shall have been cured, this
Purchase Agreement shall terminate. In the case of any default by the Seller or Purchaser, the
non -defaulting party's sole and exclusive remedy shall be termination of this Purchase
Agreement as provided above, except that the Earnest Money shall be returned to Purchaser in
the event of a default by Seller
22. Management Contract. At the time of closing, Seller will have terminated the
management contract with Elk River Golf Club for the management of Pinewood Golf Course.
23. Notices. All notices, demands and requests which may be given, or which are
required to be given by one party to the other shall be in writing, sent by United States Mail,
postage prepaid, certified with return receipt requested as follows:
If to Seller:
City of Elk River
13065 Orono Parkway
Elk River, Minnesota 55330
Attn: City Administrator
With copy to:
Andrea McDowell Poehler
Campbell Knutson, P.A.
Grand Oak Officer Center I
860 Blue Gentian Road, Ste. 290
Eagan, Minnesota 55121
214273v12 9
If to Purchaser:
Baer Necessities, LLC
14440 145t' Court NW
Elk River, MN 55330
Attn: Jennifer Abrahamson
24. Assignment. Purchaser may assign its rights under this Agreement or the
Contract for Deed described 2(b) herein. Purchaser shall provide fifteen (15) days advanced,
written notice of any such assignment and any assignee shall be bound by Purchaser's obligation
under this Agreement and the Contract for Deed.
25. Survival. All of the terms of this Agreement will survive and be enforceable after
the Closing, except as otherwise provided.
26. Captions. The paragraph heading or captions appearing in this Agreement are for
convenience only, are not a part of this Agreement and are not to be considered in interpreting
this Agreement.
27. Entire Agreement; Modification. This written Agreement constitutes the
complete agreement between the parties and supersedes any prior oral or written agreements
between the parties regarding the Property. There are no verbal agreements that change this
Agreement and no waiver of any of its terms will be effective unless in a writing executed by the
parties.
28. Brokers. Seller and Purchaser each represent and warrant to the other party that it
has dealt with no brokers, finders, or the like in connection with this Agreement or the
transactions contemplated hereby. Seller and Purchaser agree to indemnify and defend each other
against, and hold each other harmless from, all claims, damages, costs, and expenses of or for
any fees or commissions resulting from their actions or agreements regarding the execution or
performance of this Agreement, if and to the extent the representation and warranty made by
such party in the immediately preceding sentence is not true.
29. Binding Effect. This Agreement binds and benefits the parties and their heirs,
representatives, successors, and assigns.
30. Governing Law. This Agreement has been entered into in the State of Minnesota
and shall be governed by and construed in accordance with the laws of the State of Minnesota.
31. Relationship Between Seller and Purchaser. Nothing in this Agreement shall be
construed as creating a joint venture between the Seller and Purchaser or any relationship other
than that of the Seller and Purchaser.
32. Time is of the Essence. Time is of the essence in this Agreement.
214273v 12 10
33. Force Maieure. If by reason of any event of Force Majeure (defined below)
either party to this Agreement is prevented, delayed or stopped from performing any act which
such party is required to perform under this Agreement, the deadline for performance of such act
by the party obligated to perform shall be extended for a period of time equal to the period of
prevention, delay or stoppage resulting from the Force Majeure event. As used in this
Agreement, the term "Force Majeure" shall include, but not be limited to, fire or other casualty,
bad weather, pandemic, inability to secure materials, strikes or labor disputes (over which the
obligated party has no direct or indirect bearing in the resolution thereof, or if said party does
have such bearing, said dispute occurs despite said party's good faith efforts to resolve the
same), acts of God, acts of the public enemy or other hostile governmental action, civil
commotion, governmental restrictions, regulations or controls affecting, and/or other events over
which the party obligated to perform (or its contractor or subcontractors) has no control.
214273v12 I I
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
SELLER:
CITY OF ELK RIVER
AND:
John J. Dietz, Mayor
Tina Allard, City Clerk
PURCHASER:
BAER NECESSITIES, LLC
Jennifer Abrahamson, Chief Manager
214273v12 12
EXHIBIT A
Legal Description
Oudot B, PINEWOOD, Sherburne County, Minnesota
Oudot A, PINEWOOD, Sherburne County, Minnesota
214273v12
EXHIBIT B
Maintenance Equipment, Tools, Furniture and Supplies
Unit
Number
Make
Model
Ground master 3500-D
Hours
Serial Number
2019
Estimated
Value
784P
Toro
2526
30-26OW0452
$31,385
792P
Toro
Reelmaster 52WD
no -meter
03540-
260000253
$35,200
783?
Toro
Careensrnntor3150-Q
1470
0357-
260000691
$2.7,765
786?
Taro
Greensrmster 3150-Q
105
358-
313000251
$27,765
781P
Toro
Workman
247
07277-
260000717
S9,975
785P
Cushman
TurFTruck.9ter
60
990067-9()
S13,000
Toro
Circens Aerator
no meter
C912MO403
54,000
Lely
Fertilizer Spmder
no meter
2.32021E+13
$3,000
club C
tility Carl
no meter
No number
resent
S12,000
EZGO
TXT Golf Can
no rnetor
:2289571
$3,540
EZGO
TNT (it)IfCart
TXT GoIfCart
no meter
2289547
$3,540
FZGO
no meter
2289143
$3,540
MO
TXT Golf Cart
no meter
2289178
$3,540
EZGO
TXT Colf Cart
no meter
12289146
$3,W
EZGO
TXT Golf Cart
no meW
12289993
$3,540
EZGO
TXT Golf Can
no meter
2289 774
S3,W
EZGO
TACT Golf Cart
no ureter
2288522
$3,540
E?GG
TT Golf Cart
no truer
2289553
$3,540
EZGO
TXT Golf Cart
no meter
2289131
$3,540
FZGO
TXT Golf Cart
no meter
2289130
$3,540
214273v12
Photo I;
City- 6 plaques on vaR
Photo I
ERCC dwliexawave, prxixtcr
Photo 3:
City. board, phone, desk chair, xAck
ERCC: Yellow wocd filing cabinet
Photo 4:
citty:lo chairs
Photo 516:
City: 9 tables And 36 chairs
Photo 7:
Qtv: Air wrY&doper, clock, phones, cmutrrs
ERCC, Coke machine, chairs., computer
Photo 0:
Citr- Clock, shelf
Photo 9:
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City: Cloehing racks, wall display rack, wall plaque, 3 tables, 12 chairs
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EXHIBIT C
Restrictive Covenant
The Property shall be used solely as a 9-hole golf course and related accessory activities until
June 30, 2036.
214273v12
Fure Financial
wwmfurefinancia1.corn
Fure Financial Corporation
8500 Normandale Lake Boulevard,
Suite 950
Bloomington, MN 55437
(952) 944.8250
July 6, 2021
To Whom It May Concern,
In response to your request for evidence of financial resources, this letter is to verify that
Judy Duenow has adequate liquid resources for a down payment of $100,000, and the
ability to fund ongoing obligations as needed for the proposed minimum period of
operation.
President, Senior Wealth Advisor