HomeMy WebLinkAbout1998-06-03 PACKET 08.A.REC2lJE57 OF CI�fY COUNCIL ACTIOtd cou�ce�
MEETIiJG
DATE 6/3/98
PREPARED BY: Ecanomic Development
ORIGINATIf�G DEPARTMEPJT
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Kirstin Barsness
STAFFAUTNOR
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COUNCIL ACTlON REQUEST'
Approve purchase agreement with 4he Glendennings for the Renewal by Andersen Site.
BUDGET IMPLICATION
BUDGETED AMOUNT ACTUAL AtvtOUNT
ADVISORY COMMISSION ACTION
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REVIEWED
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HUMAN SERVICES/RIGHTS
ECONOMIC DEV. AUTHORITY 6/3/98
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DENIED
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APPROVED
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Pending
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SUPPOF2TING DOCUMENTS
�[�EMO/LETTER: Memo from Kirstin �arsness dated i�ay 29, 1998.
❑ RESOLUTION:
❑ ORDINAfVCE:
❑ ENGINEERING REC�Mtv1ENDAT{ORl:
❑ LEGAL fZECdNIN1ENDA°fION:
❑ OTi-iEFt:
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Gity Administrator C3afe
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To: Honorable Mayor and City Councii
From: Kirstin Barsness, Economic Development Director
Date: 05/29/98
Re: Purchase Agreement with the Giendennings for the Renewal by Andersen
site
INTRODUCTION
The process by which the development site is conveyed to Renewal by Andersen is
two-fold. First, the Economic Development Authority needs to purchase the site from
the Glendennings and then the property wili be sold to the company. The first
transaction is accomplished through a purchase agreement, while the second is
handied by development agreement.
Staff has met on severai occasions witti the G�endennings and their representatives
to discuss the terms of the purchase agreement. The document attached is the
generally agreed upon version and may require minor technical changes after City
Council adoption. Most likely the changes wiil not be substantive, but semantic.
Under the best possible circumstances, staff hopes to have the signed agreement on
June 3, 1998 with dosing scheduled for June 9, 1998.
PURCHASE AGREEMENT SUMMARY
The Cottage Grove Economic Development Authority (EDA or Autharity} will
purchase f�am the Glendenning Family 3fl acres under the option agreement that
was enacted in September 1997. This property will then be soid to Renewai by
Andersen as the site for their new manuFacturing faciiity.
In addition to the 30 acres currently needed by the company, the EDA wil{ option 10
more acres directly west of the proposed site and abtain another option to purchase
an additionai tract of land, containing approximately 15 acres and fying genera0ly
west and northwest of the proposed development property and east of ideal Avenue
as projected through the Seller's land. The timeline by which the City needs to
exercise these options with the Glendennings is December 31, 2001. The new
purchase agreement will supercede the Option Agreement signed in September
1997.
ACTION REQUIRED
The City Council should pass a motion approving the Purchase Agreement and
authorizing staff and consultants to take any and all other steps necessary in order to
accomplish the execution af the document.
ATTACHMENTS
Purchase Agreement
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PURCHAS� AGREEiV1ENT
TH2S AGRE�MENT; r�aade and entered in[o this day of , 199$,
by and between William A. Giendenning and Lola D. Glendennin�, husband and wife; Joan
Qlendennin�; Kennedy, a single person; and WAG Farms, Inc., a Minnesota coiporatian
(collectively "Seller") and the Cottage Grove �cpnomic bevelopmenr Authority, a body corporate
and politic under ihe laws of Minnesota ("8uyer").
W1TN�SSETH:
1. E,xercise of Option. Seller and the city pf Cottage Grove (the "Ciiy") entered into
an option agreement dated September 26, 1997 (the "Option Agreement") with regard to certain
land located in Washin�ton Caunty, Minnesota and genezally described as including that portian
of dte southwest quarter (SW 1!4) of section 21 lying south af 95th Sueet South and west of
lamaica Avenue South, all in Township 27, Range 21. The City has assigned its interest in the
Optjon Agreement to Buyer. Huyer hereby giv�s Selier notice of intent to purchase 40 acres
undcr che terms and conditions af the Qption Agreement as more fully set forth in this
Agreement. Thirty acres shall be conveyzd by Setler t� fluyer at Ciosing. Buyer shall purclzasa
and Seller shall canvey the remainin� t0 acres not later than Se�[et�er�'�§��er ��, 20p2;�,
2. D C5Cl , jntian of'Lan�Sold. Seiler, in consideration of'�he covenanis and agreements
of auyei' hereinafter contained, hereby sells and agrees to convey at Closing to Buyer its
successors and assigns, by warrvzty deed, accompanied by evidenCe of good titie xequired
hereunder, upon the prompt and f'uU performance by Buyer af its part af t7iis Agreement, a
certain tract of land consisting ��t�t�y�}s��y of' �0 acres as described in �xhibit A attached
hereto (the "property").
3. Purchase Price. �uyer has previousJy paid Seller $2�Q,OUO under the Option
Agreement, the receipt of which Seller hereby ac}:nowledges and which sum shall be applied
�owards the purchase price of the Propercy. The gross purchase ptice of the Property is
$1,�32 After applfration af the $25�,000 payment previously made by Buyer to Seller, the
amoun[ remainin� io be paid for the Property i� $7$2,372, which sha11 be paid by Buyer to Seller
in cash at Closing.
4. Warranty Deed. It is a$reed chat ihe warranty deed executed and delivered by
Seller to �uyer at Ciasan$ shall be subject only to the fallowing exceptions (the "permitted
Lxceplipns"):
(a) $uildang, 2oning and platting laws, ordinanees and state and fedezal
re�ulations;
(b) Utility, drainage arid zoad easements of' record that do nat interfere
materially with the use or development of ihe Prop�rty by Buyer;
(c)
(d)
The lien of curreni taxes not yet due and payable; and
�eservaUOn af any minerals or mineral right to the state of Minnesota.
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>. Taxes and Sprciai Assessments. Seller sha11 pay a1] real estate Taxes, including
interesT and penaltxes, if any, relating to the Praperty due and payable in the year� priot to the
year of Closing. Buyer agrees to pay taaces due and payable ir� the year following the year of
C�QSin� and all t�es c�ue and payable thereafter. Seller and Buyer shatl prarate taxes due in the
yedr of Clpsin�; based upon th� date of Clasing, except as specified herein. Seller shall pay all
special assessmer�is regarding the Property which �� Jevied
g�i�t' � ��i�}f�x2�, �1�9"� A�� s�u�i �aa�!"�Y'���s���r�t� leu�ad �'Q�a�S�'
����-:��,a����?'���'±�:e.`�����,�t,F�e. Seiler shail pay all real eszate taaces
and special assessments which have }ieen previously deferred because of "Green Acres" or similar
]aws, if any, and which are due as a result of ihe sale of the Proper[y.
6. PreIimi pevelopmenc,� �s�"'F�31 ��:_;$uyer shall have the right, prior to
Closing, to enter upon the Property for the purpose of taking soil tests and borings, making
Surveys and maps and performing other preliminary investigative work, including environmentai
testing and assessment; provided, however, that Buyer shali indemnify and hold SelIer harmless
from any mechanic's liens or claims arising out of such preliminary development work by Buyer.
Buyer may assign this right to a third parry ox parties at its soIe discretion. Prior to the date of
Closing, Buyer shall not eons�uct or cause the construction of any improvements on the Property
without Lhe consent of Seller.
(a) Buyer shall have executed a purchase and develqpment agreement with the
owner of a manufactu;ing and distributiqn faciliry for the development of the Property,
whieh agreement shali be satisfactory to Buyer;
(b) Buyer shail have obtained soii tests, percolauon tests, and similar
engineering repor�s which co�rm to Buyer that the soil of the Propeny is suitable for the
proposed use of the Property for the purposes of the pazRy to whom Buyer intends to
convey the Propercy and that there exists no poAution, contamination or hazardous waste
on the Property which will interfere with the intended use of the Property by the parry to
whom Buyer intends to convey ihe Property;
(c) Buyer sha11 have satisfied itself that utility services, including water, sewer,
elecEZicity, gas, and cable TV, are available or can feasibly be made available to the
Property at the ProperTy line;
(d) Seller shali have removed all debris from the PropeMy;
FiHB143721
CI165-J
7. Bu er's Conditions. The obligation of Buyer to purchase the Property is subject
to and contingent upon the sausfaction as of the date of Closing of the foliowzng conditions, any
of which may be w�aived in whole or in part by Buyer;
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�� ` ���'��?�$ h�v��erX�?ss84�f?�'� �h� r�� �X-��t,;�� �a; F?i�?Fe�`C,�` b�
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(e� The condicion of title to the Property shall be �s�ttc�ety-��r+yer
t�ta�#�u���: and
{€�) Seller shall have cunveyed To auyer the easemencs pr i� �"� c�ii�atap�� fox
roadways, drainage, trails, ponding and utiliiies identi�ed by auyer as needed to support
develapment of the Property,
In the event that Sel�er is unable to satisfy any of the foregoing conditions, Buyer may, by
written notice ta Seller prior to C�osing, terminate this Agreement, whereupon the parties sha11
h�vr or�ly such rights and obligations regarding the YxopeMy as are cpntained in the Option
Agreement:
8• ]at: �sse�ts'-' : "'Q . a) Seller has previously submitTed a p�a� for
subdivzsion of The Property and adjzcenT l�nds. Preliminaty appravaa of said glat was �ranted by
the City an luly l6, 1997 6y Resolution No. 97-109. The parties agree tha[ the subdivision of
the Prcaper�y and a�jacent land contemplated by said preliminary plat is no loager appropriate as
d result of the $uyer's purchase o� dze Property. The parties agree to cooperaTe with one another
and the City afier Closing in the preparatian of an aliernate pla[ for the land adjacenT to zhe
Property owned by Seller.
b) Dedications to rhe public pf lands for roadways and drainage, pondin�, uiilicy and
other easemepts wil2 tae required in cotu�ection wlth said fu;ure plat consistent with the exuactions
which werr requirzd pursuant to ihe plat preliminui�y approved on 3uly 16, 1997. Prior thereto
it will be necessary �ca�'��,to obzain aaseffte�.�Q��� ,��� �i�iR��l d§�d which wiU be
needed ta support t}ae development pro�psec� for Ihe Froperty,. �� `�,� -
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`�1� ��d'�f�€1&f �� $����Y, }�411�� �ti�
�aNRw;?f�;:
,) �,7� for regiona! pbnd not to exceed 3.54 acres in
sxze;
2)
3)
4)
50 foot �� right-af-way ea�e�ett�along the north side of 100th Suzet;
20 foot �fi��:drainage t}�e-utility es9e�a�� along the w�st side of .Tamvca
Avrnue;
66 foot �'•right-of-w�y es�er�teat�for proposed 97th Sueet; and
5) 50 faot +iv�tt�drainage and utility easan3er�E�� from the intersectian of 95th Street
and Ide�1 Avenue south to intersection of Ide�I Avenue pcojected and proposed
97th Strer[.
R,islaa�sa,
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9. Acquisition of Additiona},�'�;��,ertv. a) Huyer agrees to buy and Seller agrees to seli
an additional 1Q acres. Buyer shall havr the right ta identify the specific lai�d subjecc to chis
uansaction t��� �t ��a���`���cTt3d�,>�'7�,d,�d�?�i�'d:�� �i�qt�-� ��t� �'��i. Ctosing
on the additional land shall take plaee at &uyer's option but in any event noi later lhan �tat�eF
��R�s3�#' 3�, 2�0�-�. The purchase price far the additianal land shall be $435,6pp.
b) Se11er hereby grants to $uyrr aii option to acquire the remainder of the land owned
by Seller located generally between the Fropeny and the parcel to be acquired by �uyzr pursuant
to paragr�ph 9 a) above and Ihe projection pf �deal Avenue from 95Th Sueei to 100th Stteez. The
additional land subject to this ppTion is approximately 1 S acrrs in size. Buyer shall have the right
but not the obligation to acquize any or all of'said ptopeny from Selier at any time on or before
���—�}�����{;���,, ��a?�. If Buyer exercises this option, Buyer shall pay Seller $.79
per square foot for this Iand.
10. Conflic e een eemencs. The terms and conditions of this Asreemenc sha11
supersede any provisions af the Option .qgreement which confiict with this Rgxeement. Except
for such conYlicts, all provisions of the Option Agreement shall reraain in force and effect'ts}`�ti1
�kt�;?T� c�'.�ti� ��?r��^��.�� ��E��}�,�Z � �j;s�f ttil�����. Seller hereby
waives complianc� wi�h any notice requirement or dezdline contained in the Qption Agreement
which wauld frusuate the pariies' intenC to close on ihe Proprriy under the expedited time periods
established in this Agreement.
I I. �xamination of Title, Seller shali, within ten days af[er the date hereof, furnish
Buyer a CommiUnent for a ALTA title inswance owtaer's pplicy in the aznount of [he purchase
price insuring marketable title subjeci onJy io th� Fermitted Exceptions or an updated Absuact
of Titie for review by Buyer. Buyer shali be �llowed ten days after receipt thereof and receipt
pf a survey of the Property Tor examina[ion Af said title and the making of any objKCtions theteta,
said o}�jections to be made in writing or deemed to be waived. Seller shai! use its best efforts
co makc such CiTle mai�ketable within 38 �q days from its receipt of' Buyer's written objection.
Upon corrretion of ticle st�d within ten days aRer v,�itten notice, �uyer shail perform as provided
in this Agreerzaent. If said title is noj marketable a�d is noT made so with�n 39 �(1 days from the
date of written opjections thereto as above provided, �uyer may either
(i) terminate ihis AgTeemeni 6y givin� written notice by registered mail To
SeUc'r, in which event this Agreement shall become nu11 and void and neither par�y shall
;.xe�y3�a1
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be liable for d•amages herrunder to the ather party
; or
12. De ault. If Seller defaults in its obligations hereunder in any manner, &uyer may,
by noTice to Seller, (i) terminate this Asreement, in which evenj all money paid under the Option
Agreement shall immediatefy be Feturned to �uyer or (ii) avaii iuelf of any other remedy for
said default which ic may have aE law, in equity or by sratgte, including, but not limited to, an
action foi' �t�tages-aadi�a�specifie performancr. lf Buyer shalt defaul� in dle perf'prmance of any
of its obligalians hereunder, Seiler may, by noticr to �uyer {i) be ez�ti[led to retain all money
thereTOfQre paid under the Option Agreement, as and for its liquidated damages and not as a
pana4ty or forfaiture, or (ii) avail itself of aiiy other remedy for said deTauh which it may have
at law, in equi[y oi Eay statute, including, but not limitrd to, an action for �as
perfprrqaxtce. In the event that SeJler selects alternative (i), Buyer sha11 provide Seller with its
quit claim deed.
13. Rtnresentatians and Warranties� Se11er. Seller represrnu and warrar�ts to Buyer
chat:
(a) 1"here is na acuon, litigauon, investigation, condemnation or proceeding of
any kind pending against Se11et or thr P�operty which could adverseIy affeet the Prcaperty,
or the title therezo. Seller Sha11 glve Buyer prompi written noTice if any such action,
Iitigacion, eondemnaTion or proeeeding Ss threatened or commeneed prior to the date of
Clasin�.
(b) To ihe brst of Seller's knowiedge, the Prapeny has not been used far the
generation, iransportation, storagz, treaunent, ar disposal of any hazardous waste,
hazardous substance, pollutant, or contaminant, inciuding peualeum, as defined under
federal, staie or loeal l�w, �:, �'�i � ��'� ,Af��: �l �}et�t� �� �j�t����� �i€
��a��1'��ici�.
(c) There are na wells locaird on the Fraperty. Thrre are no underground
storage ta�cs loeated on �he Property, There zre no septic systems laca�ed an the
Propeny. Them arr no wetiands as defined by locai, s[ate or federal law on t}�e Property.
(d} Seller has full pqwex and authozity �o enter into and pezform this
t�grrem�nt in accordance with its t�rms.
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C:165.i �
(ii) elect to accept title in its unmarketable condition by givin� written notice
by re�;istered maij to Seller, in which event the wvranty deed to be delivered at Closing
sha31 excepc such opaeGtions without reduction in the purchase price.
�ay-28-38 04:18pm From-KENNEDY & GRAVEN +337831� i-868 ? OB/26 F-073
(e) Seller has good, insurable and marketable title in f�e simple To a(1 of the
Property.
(�
. - , . . � . S��S�
��1�'���u��h" t�t�` �R�a,�S �+f a�� �et�€•Q�:�.�'i�F��Y �-��#�'� ��}� ���r�s�,
SelIer hei�eby agrees that each of the faregoing representations and wananties shall survive
Closing hereundel and thai ttJe breach of any thexeof shaj� constitute a default, whetheX said
breach occurs prior to or after Closing, entitling Buyer to exercise any remedy provided to Buyer
in this A�reement in the evem af a defauh by Seller.
14. Costs and Fees, !n any actian brought with respect to a breach of any of the
faregoing representaUons and waitanties, ihe prevailing party shall be entitled to recover its eosts
and reasonable attorneys' fees.
15. Closin� pate and Location, The daie of Closing of chis transactian shall take place
follo�vin� saiisfactipn of the contingencies contained in paragrapb 7 of this Agxeemeni, provided,
however, tk�at, at �uyer's soae optiori, the Closing shail be on 7une 4�Q, 199� pr sueh other date
as the par�ies may mutually agree to. Closing shall take place aT the offices pf Buyer or such
other location ia which the parties may agree. ln the event Closing has not occurred by August
1, 1998, $uyer, may, at its opTion, termiru'tte this Agreement by wxir[en notice to Seller in which
evenc this Asreemant shall he null and void and of no fuithrr effect. AT Closipg, Seller and
$uyer shal� deliver to one another the insuuments, certificates, and writings normally given ac
closings of similar praperties ln Minnesota. possessior� of the Property shaU be delivered to
Buyer on the date of Closing.
lb. Notices. Except as otherwzse speGiTically provided herein, all notices provided
herein shall be given in person or be sen[ by United $tdtes mail, either certified or re�istered,
postage prepaid, as fo�tows:
as to Selier: WiIliam A, and I�ola D. Glendrnning
and WAG Farms, Inc. at
1765 Finehurst Avenue
St. Paul MN 55116
,Ioan Glendenning Kennedy
c/o William S. Kennedy, Ir.
PO $ox iab
Aimena W1 54$DS
w�a.�an:
cr:es-a b
�av-28-98 04:lBpm fram-KENNEDY & GRAVeN +3378310 '-868 F 09/26 F-0?3
as to Buyer: CoTtage Grove EAA
Attentipn: Executive Director
7516 SOth Street South
Coctage Grove Miv' SSOlb
If notice is giveA by regisjered or certified mail, deposit in the United States mail of said notice
on or before the date such nqtice is to be given shall be deemed timely and acceptable.
I7. B�oker. Seller shall pay s�ty t�p brok�r�ge e�ea}-e�a�„ fee
��'� ��1��#' o�s tta VG'�1;�t, ��p��s with rzgard to the sale of �he Properry. 'I'he parties
hereby represent to one anptherthAtthere are no o[her brokerage commission or real estate Ters
or other chargeS payable with res�eci io t}�e sale of the Property, Each party shali defend,
indemnify and hold harmless the othex party from any ciaims of any such other b�akers or agents.
18. Miscelianeous. The ternis; covenants, indemnities and conditlans of ihis Agreament
shal] be binding upon and inur� to the benefit of the successors and assi�ns pf the parties hereto,
and siiali survivr Clasing. Timt is af Tt1e essence in thia Agreemen[. Buyer shz�l have the right
to assign its rights under this Agreement. '�',}��p��^��� �'��,� ���� �.���,���
�a��;Qt' o#k?ez' i���� �>zia�}�, � .s��'!� t� �cu�t:'���i",d�s�szutiims�cu-z�r�r'men��
s��#cxe,�'Ifits�� ..
19. Date of Acceptance. This AgreemenT must be Fuliy executed by �uyer and Se�ler
by t�4ey—?f��ne'S, 199& at S:QO p,m.CST or this .Agreement shall be nulI and void.
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!N WIT"v�SS WHEREOF, [he parties have hereunto set their hands rhe day and year first
above wriaen.
Seller:
Buyer:
i iam A. en enn�ng
o a A. en eqning
Qan en enning eru�e y
Kt�l �
�!��dqtit of WAG F`artns, Inc.
resi ept, oatage rove conomic
Llevelopment Au�hqrity
xecupve trector, otta�� rove conomic
Aevelopment Authority
R'�393��1
CT1o5-J g
May-29-98 04:19pm From-KENNEDY & GRAVEN
STAT� OF MINNESOTa
CQUi�'TY OF
)
)
)
*337Q310 F-868 P 11/26 P-Ol3
ThC fozegoing insti was acknowledgrd before me this day of
, 1998, by Wiliiam A. Glendenz�ing and Lola A. Glendenning, husband and wife.
'otary u ,c
STATF. OF )
)
CQLIN7Y QF )
The foregping instrumeni was acknowled�rd beforz me chis day of
�, 2998, by Joan Gle��denning Kennedy, a sing�e person.
STATE QF MINN�SOT.q
COL'NTY C}F
)
)
)
otazy u �c
The (aregoin� instrument was acknowledged
, 1998, bY �
�pxt�cu�-�r��c'�s�i�, �i�
?vfinnesota corporatic�n, an behalf o�' the cotporation.
WAG �'arms, Inc., a
otlry u ic
STATE OF MT:�lNESOTA
COtJNTY OF
before me this day of
)
)
)
The foregoing instruraent was acknowledged pefpre me this day of
>� 99 $. bY and , che President and
Executive pirector, respzctively, of Conagr Grove Econamic Development Authority, a body
corporate and politic under the laws of Minnesota, on behaif of the Economic pevelopment
Authority,
otary u ic
This insirument drafted by:
Kennedy & Graven, Chattered (RHB)
470 AiAsbury Cente�
Minneapoiis, M?V 5540?
612/a37-9300
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�ay-29-88 04:;9om ProR: KENtiEGY & GRAVEN +;3?9310 ?-866 P 12/26 F-OT3
fiXHIBIT A
Leg21 Deacrjption of Prppeny
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�ay-20-99 Ob:20n� from-KENNeDY & GRAVEN +33?8310 T-866 P 15/26 F-G73
PU'ftCHAS� AGRE�MENT
THIS AGR�EMENT made and entrred into this day of , 1998,
by and between Wiliiam A. Gtendenrun� and Lola p. Glendenning, husband and wife; Joan
Qlanderu3ing Kennedy, a single person; and WAG Farms, Inc., a Minnesota corporatian
(coAec[ively "SeIler") and the Co[rage Grove �conomie Aevelopment Au[horiry, a body corporate
a.nd politic under the laws of Minnesota {"�uyer").
WITN�SSETH:
1. �xrrcise of Qption. Seller and the ciry of Cattage Grove (the "Ci[y") entered into
an opuon asreement dated Sepiember 26, 1997 (the "Qption Agzeement"} with regard to certain
ldnd ]ocqted in Washingeon County, :vjinnespta and genecally described as including that portion
pf the southwest quarter (SW �14) of sectiPn �1 )ying south of 95rh Stxeet Souih and west of
Jamaica Avenue South, all in Tow�ship 27, Ranse 21. The Ciry has assigned its interest in the
Option Agreement to Auyei. �uy�r hereby gives Seiler notice af intent To purchase 40 acr�s
undeF the te1 and Gonditions of the Uptian Agreement as more fully s�t fortb in this
Agzeement. Thirty acre� sha11 be canveyed by SeJ1er Io Buyer at Gosix�g. Buyer shd11 puichase
and Seller sha11 convey ihe rrmainjng 10 acres noc 1aTer ihan December 31, 2001.
2. pescription of Land Sold, Seller, ln consideration of the covenants �d asreements
of Buye� hereinafter contained, hareby sells and agrees to cortvey at Ciosing, to Buyer, its
successors and assigns, by warranry deed, �ccompanied by evidence of goo� title cequired
hereunder, upon thz prompt uid full perforniance by Buyer of its part of this Agrecment, a
ceriain iract of la��d consisting approximately of 30 acres as described in fixhibit A attached
}�ereto (the "PropeMy"),
3. �'uxchase Price. $uyer has previously paid Selier $25QOOp uridex the Option
Agreement, the receipt of which Seller hexeby acknowledges and which sum shali be applied
towards the purchase price of the Prapeny. The gross purchase price of ihe Property is
$1,�32,372, Afcer application of the �250,000 payment previously made by �uyer to Seller, the
amount remaining ta be paid for ihe Property is $782,372, which shall be paid by Buyer !o Seller
in cash a� Closing.
4. Warran�v Deed. it is agreed that the warranTy deed executed and delivered by
Seller to I3uyer at Closin� shall be subject only to the following exceptipr�s (the "Permitted
Excepuoris"):
(a) auilding, zoning and platting laws, ordinancrs and state and federa!
regulations;
(b) Utility, drainage and road �asements of record thac do not interTere
materially with the use or development of the Property by Buyer;
(�)
(d)
The lien of current ta�es not yet due and payable; artd
Reservation of any minerals or mineral rigtii to the state of Minnesota.
:tF{b1M1a�16
C1'1c5-i i
�ay-�9-86 04:21pm From-KENNEDY & GRAVEN +3379310 T-868 P i6/26 F-073
5. Ta�ces and Special Assess,ments. Seller shall pay all real esT2,tr ia�ces incIuding
int�rest and penalties, if any, zelating to the Property due and payable in the years prior to the
year of Closing. Buyer agrees ta pay ta�ces due and payable in the year following the year of
Ciosing and aJl taxes due and payable thereaftzr. Seller and �uyer sh211 prQrate taxes due in the
year of Closing based upon the dace af Closing, excepT as specified herein. Se11er shali pay all
speciai assessments xegarding the Properry which were levied prior to S�ptember 26, 1997.
Huyer shall pay any special assessments ]evied on or after September 26, 1997 or which were
pending as of said da[e. Seller shall pay all real estate ta�ces and spzcial assessments which have
been previously defeired because of "Gree7� Acres" or Similar laws, if any, atid which aze due as
a result of the sale of the Propeny.
6. preliminary Developme ; Excess Fill. a) Buyer shall hdve bhe xight, ptior to
Closing, to enter upon the Properry far the gurpose of caking soil tests and barin�s, making
surveys and maps and pzrformin� other preliminazy invrstigative work, ipGluding environmenta}
testin� and assessment; provided, however; that Buyer shall indemnify dnd hpld Seller ham7tess
fi'om any mechanic's lie»s or claims arjaing out of such preliminary deve(opmenT wark by BqYer.
�uyer may assign ihis right w a thzrd party or parties at iu sole discretion. Prior to zhe cJate of
Closing, �uyer shall not construct or cause the cansuuction of any improvements on the Property
withoui the consent of Seller.
b) The City intends io construet 97ih Streei and in doins so, will likely produce
excess fill material Buyer agrees io c:ause the City or its contractor to placr �u�y additional fill
not needed for road construction on Seller's property at a Ipcation of Seiler°s chaasing.
7. Buver's Cor�c�j�inns, Thz obli�ation af Buyer to purchase the Property is subject
[o and continsent upon [hr satisfaction as oT' zhe date of Closing of the follow�ipg conditioqs, arry
of which may be waived in whole ar in part by auyer:
(a) �uyex shall have executed a purchase and development agreement with the
owner of' a rnanufacturing and disuibution facility for [h� development of' Thr Proper[y,
�vhich agreement shall 6e satisfactory to Huyer;
(b) �uyer shall have obTained sail tesis, perco�ation tests, and similar
engine�ring rrports which con#irm io Buyer that the saiJ of the Propercy is suitable for the
proposed use of ihe Property for zhe purposes of the party [o whom Buyer iniends to
convey the Propeny and that there exists no pollution, contamination or hazardaus waste
on the Properry which will interfere with the intended use of [he Property by the party to
whom Buyer intends to convey r�e Fraperty;
(c) �uyer shall have saxisfied iiself thai utiliry services, sncluding water, sewer,
electricity, gas, and cablc TV, are available ar can feasibly be made available [o the
Praperty at the Property line;
(d) Seller shail have removed all debris from the Property;
(e) Seller shall have extinguished the rights of any tenant on the Property Uy
quit claim deed or similar insau�nent;
RY.H1+�5216
CC�65-] �
�ay-29-BB 04:21qm Fr�m-KENNE"vY & GRAtJEN +yg783i0 T-868 P'7/Z9 P-�73
(� The condition of CiTle to �he Propeny shall be marketable; and
(g) Seller shal! have eonveyed to Huyer the easements or in fre dedications for
roadways, drzinage, trails, pondin� and utilities identified by Buyer as needed to support
developmeni of ihe Property.
!n the event that Seller is unable to satisfy any af the foregping conditions, Buyer may, by
wriiten notice to Seller pripr to Closing, terminate this Agreement, whereupon the parties shaU
have only such rights and obligations regarding the T'caperty as are eontain�d in the Option
Agreemeni.
8. Plat: I.and Qedications. a) Seller has previously submitted a plat for subdivision
of the Froperty and adjacent lands. Preli�ninary appzoval of said plat was grznced by the Ciry on
July 16, 1497 by Resolucion No. 97-109. The parties agree that ihe subdivision of (he Property
and adjacent land co�ttzmplated by said preliminary plat is no Ianger appropriate as a result of
the �uyer's puichase af the Property. The parties agree to cooperate with o�e a�znther and the
City after Closing in the preparataon of �uz alternate plat for the land adjacent to the Property
owned by Seller.
b} pedicaTions t4 the pu6lic of lar�ds for ro�dways and drainage, ponding, utility and
othet zasements will be required in conneciion with said future plat corisistent with the extrzcsions
which were required pursuant to the p�at preliminarily approved on July 16, 1997. Prior thereco
it will be neeessary for Buyer to obtain conuol over additional land which will be needed to
support the development proposed for the Frop�rty. Se11er hereby agi'ees to convey such land t4
Buyer by easement or in fee at Closing. �'�i� �i�icu�t T�ta;t� �;azi�iT�� �I��s;� �Q��taiz�;:
i) Area far regiona] pond not to excezd 3.54 acres in size;
2) 50 faot wide ri�hi-of-way zlqng the north side of IOOth Street;
3) 20 foot widE drainage u[iliry �rea along the wesi side of Jamaica Avenue;
4) 66 fopt wide righi•pf-way fot proposed 97th Stxeet; and
5) 50 foot wide drainage and utility area fram the intersection of 95th Street and
ldeal Avenue south to inter9ection of Ideal Avenue projected and proposed 97th
Street.
The exact location of said easements or in fee dedications shall be determined by the par[ies
prior to the time af Closing bui Shall be generdlly as depicted on Euhibit B attached hereto.
9. Acquisition of Additional Propem. a) $uyer agrees to buy and Seller agrees to sell
an addi[ianai 10 acre�. 9uyer shatl have the ri�ht to identify che specifie land subject to this
transac[ion but it shall generally include th� land identified in Exhibit C attached hereto_ Closin�
on ihe additional land shall take p1aCe at Huy�r's qpjion bui in any event not l�ter ihan December
�1, 2QQ1. The purchase price for the additional ►and shall be $43�,b00.
A:i9' v?:6
czi6s-s 3
�ay-28-BB 04:22pm From-KENNEDY & GRAVEN +3379310 T-868 P f8/26 F-07?
b) Seller hereby grvits to Buyer an opti�n to acquire the remainder of the land owned
by Sellez located grnerally between the Property and the parcel to be acGuired by Buyer pursuant
to paragraph 9 a) abave and the piojection pf Ideal Avenue from 95th Sueet to 1 a0th Sireez. The
additional land subject to this option is approximazely 15 acres in size. Ruyer shall have the ri�he
but not che obligation ra acquire any or all o�'said prPpeny from SeUer a[ any cime on or before
December 31, 2U01. If $uyer exercises this optian, auyer shatl pay Seller $-79 per square foot
for this land.
10. Conf7ict Aetween A�reaments. The terms and condiTions of this A�zeemenT shall
supersede any provisions of the Qption Agreement which conYlict with this Agreement. &xcept
for such cpnflict�, a�l provisions of the Option Agreement shall remain in force and effect until
clasin� on ihe addi[ional 10 ac7es identified in seCtion 9 a) of ihis Agreement. Seller hereby
waives compliance with any notice requirement or deadline contained in the Option Agreement
which would frustrate the parties' inteni to cjoSe on [he Propeny under the expeditrd time periods
estabIished in This A�reement.
i i. Examinatjnp of Title. SeAer shall, wjthin ten days after [hr daie hereof, furnish
Buyer a commitment far a ALTA title insurance awner's policy in the an,ount of the purchase
priCe insuritlg matketable title subject only to the PermitTed �xceptions or an updatcd Abstract
of 7itle far review by Buyer. $uper sha11 be allowed ten days after receipt thereof� and receipt
of a survey of the Praperty for examinatian of said title and the making of any objections ihereto,
said obaec[ians to be made in writi�� or deemed ta be waived. Seller sha11 use its best efForts
ta make such title marke[able withi�a 6U days from its receipt of Buyer's wrinen objection. Upon
correctian of title and within [en days after written notice, auyer sha11 perform as pravided in this
Agrc�ment. !f said title is not markatable and is not made so �vithin 60 days #iom zhe date of
wricren objections thereto as above pravided, Huyer may eicher
(i) terminate [his Agreemeqt by gtving wriTien notice by registc�red mail to
Seller, in which event this A�reemenz sha11 became null and void and nrither party shall
ba liabie for damages hereunder ta rhe ocher parcy; or
(ii) eleci io accepj title in its unmarkecable condition by �iving written notice
6y registered mail ta Sel�er, in which event the warranty deed to be deliv�r�d at Clas9ng
shall except sueh obaections withoui reduction in the purchase price.
Notwithstanding anything herein to the conirary, if �uyer elects to Terminate this
AgrGement beeause of 5elIer's inability ta make tiile to the Property rr�zrketable within ihe above
time period, Se11e� shatl have an addiiipna160 days in order to produce marketable title. If Seller
fails to do so within said period, Buyer may demand an immediate relurn of che payment of
$250,000 previously macle by Buyer to Seller.
12. Default. If Seller defaults in its obliga[ipns hereunder in any manner, Buyer may,
by notice to Seller (i) terminate chis ngreement, in which evrnt �il money paid t�nder ihe Option
Agreement shall imm�diarely be reiutned to Huyer, or (ii) avail iuelf of any orher remedy for
said default which ic may ha�e at law, in equiry or by stacuc�, including, but not limited co, an
accion for specific performance. If Buyer shall default in the performance of any of its
obiiga[ions hereunder, Sellar may, by notice to f3uyer (i) be entitled to retain all money
RFia:oazlc
C'Ci65-3 4
�ay-28-98 04:22pm From-KENNEDP & CRkVEN
+331B310 T-868 P i9/26 F-073
iheretofore paid uz�der the Oppon A�reemeni, as and for its liquidated damages ax�d riot as a
genalty or forfeiture, or (ii) avai! itself of any other remedy For said default which it may have
at law, in equity or by statute, inetudiitg, but not limited to, an action for specific performance.
In the event that Sel(ez selec[s a�terttative (i), Huyer shall provide Sellzr with iTS quit claim deed.
13. Representations and Warranties by Seller. Seller repre>ent5 and warrants to Buyer
that:
(a) There is no eu;tican, litigation, investigation, condemnation or proceeding of
any kind pending againsT Selier or thz PropeMy whieh could adversely affect ihe PropeRy,
or the title thereta. Se11er shall give �uyer prompt written notice if any such action,
litigation> condemna[ion pr proceeding is threatened or commenced prior to the daTe of
CJpsin�.
(b) To the best af SeUer's knowledge, the Property has not b��n used fpr the
generation, transportation, storage, ueaunezit, or disposal of any hazardous was[e,
ha2ardous Subs[ance, pollu�ant, ar contazninai�t, including pei�olzum, as defined under
federal, state or local taw, except Tor the preSenGe of a sma11 number of empty cans o2
agricultura( herbicide.
(c) There are no wells locaced on the Prapeny. There are no uriderground
storage tanks located �n t�ze Prapet�y. TheXe zre no septic systems located on the
Property. There are no wetlands as definzd by local, state or federal la�� op the Propeny.
(d) Seller has full ppwer and authority ta enter injo and perform this
AgCeement in accordance with its terms.
(e)
P*oFerTy.
(�
sole axpense.
Se13er has good, insurable and marketable title in fee simple to all of the
Sellec shall extin�uish the right� of any tenant an the Property at Seller's
Seller hereby aSreeS that each of the foregoing reprrsentations and warcanues shall survive
Gosing hereunder and that t2�e brzach of any chereof' sha11 constitute a defauli, whethez said
breach occurs pxioT to or aftet Closins, entiCliAg $uyer to exrrcise any remrdy provided to Buyer
in this Agre�ment in the event af a def'ault by Seiler.
14. Cosis and �ncs, Sn at3y actian brought with respect to a breach of any of che
foregaing represen[attons and warraniies, [he prevailing party shaJl be entitled to recover its costs
and reasonable attorneys' fees.
I5. Closin��e and �,ocaxion. The date of Closins oFthis rransaetian shall take place
following Satisfaction of the coming�nCies contained in paiagTaph 7 of Thls Agxeement; pzovided,
h�wever, that, at l�uyer's sole aption, ihe Closing shall �ie on lune 1Q, 199& or such other date
as the parties may mutually agree to. Closing sha12 take pJace at ihe offices of �uyer or �uch
wias.._ia 5
CTlo��3
�av-29-88 04:22pm From-KENHEDY & G4AVEN +3379310 T-868 P 20/26 F-073
other location t� which She patcies may a�ree. in the �venc Closing has not occurred by August
l, 199&, $uyer, may, at its optiori, termiaate this Agreement by written t2otice io Seller in which
event This Agreement sh�ll be nuU ar�d void and of no f'uriher effect. At Ciosing, Seller and
Buyer shall deliver ta one another the instruments, cenificates, and writings normaily given at
closings of simllar propercies in Minnesoca. Fossession af the Prope�ty shall be detivet�ed to
$uyer on the date af Closin�.
16. Notices. Except as oilietwise speciFically provided herein, all notices provided
herein shall be given in person or be sent by Uniced States mail, �ither cer[ified or registered,
poscage prepaid, as fo�lows:
$s t4 SeJler: William A. and Lala p, Glendenning
and WAG Famis, Inc. aT
1765 Pinehurst Avanue
St. Paul MN 55116
Joan Giendertning Kennedy
c/o William S. Kennedy, Jr.
PQ $ox 146
Almena WI >4805
copy to:
Roben 1. Polski, Ir.
Attorney at Law
Firstaz C�nter, Suite 1712
101 East Fif'th Street
St. Paul MN 55101-1808
as to Buycr: Cotta�e Grove EpA
Attention: Executive Director
7516 80th Street South
Cottage Grove MN SSOIb
If notica is given by registered or cenified mail, deposit in the United States mail of said raotice
on or before die date such notice is To be givert shall be deemed timely and acceptable.
17. Broker. Seller sha11 pay ihe brokerzse fee Seller owes to Welsh Companies with
rr�ard tn the sale of'the Properiy. The parties hereby represent to one ana�her that there are na
other brokerage commissiqn or real estate fees or othex chsrges payable wiTh r�spect to the sale
of the Propeny. Each paity shall defend, indemnify and hold harniless the othez• party fto� any
claims of any sueh other brokers or a�enis.
1�• Miscell�r}eous. The terms, covenants, indemnities and conditions of this Agreement
shall be bindins upon and inure ta the ber�efit of the successors and assigns af the partie� hereto,
and shall survive Closing. Time is of ch� e�sence in this Agreement. Buyer shall have the right
to assi�,n its righ[s under this Agreement. 'I'he parties hereto agree to rxecute such conective
deeds or other insuum�nts as may be necessary to correct legai descriptions or other matTers
RXB:;qZio 6
CTlb5-3
�ay-29-BB 04:23pm From-KENNE�Y $ GRAVflN
+33T831a T-968 P 21/26 F073
needed to rffect the intent of the garti�s as expressed in this Agreement, wtuch commitment shal]
survive Closing.
19. Date of Acce�tance. This Agreemenz must be fuliy executed by Buyer and Seller
by lune 3, 1998 at 5:00 p.m.CST or ihis Agreement shall be nuU and void.
A:iB:44216
CT165-3 7
�ay-28-98 C4:23pm From-KENNEDY & GRAVEN
+33?8310 ?-868 ? 22/2o P-0?3
IIv` WITNESS WI the panies have heteunto set their hands die day and yeaz first
above written.
Selier:
i i8tI1 A. eri ep111ng
auyer:
resi ent, ottage rove conomic
Aevelopment Authority
o a A. en erining
oan en ennin� enne y
ar on e� enntng
President of WAG Farms, lnc.
xecutave uector, otta�e rove conomu
Developmei�t Authoriry
Rvbia<2sc
CT155-] �
�ay-29-98 04:23pm From-KEN�EDY & GRFVEN
STAT� OF MINIVESOTA
Cdt.Q�;TY OF
)
)
)
+�37831� T-86B P 23/26 F-073
The foregoin$ instrument was acknowledged before me this day of
�, 1998, by William A. Glendenning and Lola D. Glendennin�, husband and wife.
� otarv u u
STAT� OF )
)
COU;�;TY OF )
The fore�;oing inscrument was acknowiedged before me this day of
, 1998, by Joan Gleiidenning Kennedy, a single person.
otary u u
STAT& OF MtNNESOTA
COUNTI' OF
)
)
)
The foresoing iristrumeni was acknowledged befote me ihis day of
, 1998, by Gordon Glendenning, the president of WAG Farms, inc., a
Mitulesota corparatjon, aiz behalf of tlie eorporation.
� otary u ic
STATE OF MINNES�TA
COL�TY OF
)
)
)
The foregqing instrunaent was acknowledged beforz zne ihis day of
, 199&, by and , the President and
&xecutive Director, respectively, of Cottage Grove Economic pevelopment Authoricy, a body
corporaie and politic under the laws of Minnzsota, on behalf of the &canomic Development
Authority.
otary u ic
This insirument drafted by:
Kennedy & Graven, Chartered {RH$}
470 Pillsbury Center
Minneapolis, Mir` 55402
612!337
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�ay-29-BB D4:23pm From-KENNEDY & GRAVEN +33?9310 T-869 P 24/26 f-�73
&XHi6IT A
Legal Description of Property
That part of the Souzhwest Quarter of Section 21, Tawnship 27, Range 21, Washington County,
Minnesota> described as follows:
CommenCing at the southeast coime� of said Southwest Quarter; thence North 89
degr�es 53 minutes 43 seconds West, assumed beazing, alo�g the south linr of aaid
Southwest QuArtez, a distance of bIQ.QO feet to ihe westerly line oX' 7am�ica
Avenue, which is the point of beginning of Iand To be described; thence Continuing
North 89 degrees 53 minutes 43 seconds W�st, along said south line, a distance
of 1242.91 fecT; thence North 0 degrees 07 minutes 51 seconds East, parallel w�ith
said lamaica Avenue, a distance of 1272.8Q feet; thence Sauth 74 degrees 28
minutes 27 seconds �ast a distance of 12x9.17 feet 7o the westerly line of said
Jamaica Avenue; thencr South 0 degrees 07 minutes 51 seconds West, along the
wrsterly aine of said .lamaica Avenue, a distance of 930.00 feet to t11e point af
beginning. Except the Southerly 50.00 feet thereof.
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+337831� T-868 P 26/26 P-G73
EXHIBIT C
l.egal pesoripzion of Addi[ional 10 Acres
1�hat part of the Sauthwest Quarter af Seczion 21, I ownship ?7, Range 21, Washington County,
Minnesota, de>cribed as follows:
Canvnen�ing at thz �outheas� corner of said Southwest Quart�r; thence North 89
degrees 53 minutes 43 seconds Wr�T, assumed bearing, alopg the south line of said
SouthwesT Quarier, a distance af� 6J0.00 feet to the westerly line af Jamaica
Avenue; thence continuing Nor�h �9 desrezs 53 minutes 43 seconds WesT, along
said sou�h line, a distance of 12q2•91 feet to the point af beginnins of land to he
described; thence continuing I��orth 89 degrees 53 minutes 43 seconds West, along
said sauth line, a distance of 342.97 feet; chance North 0 degrees Q� mittutas � 1
srcands �asi, parallel with said lamaica Avenue, a distuicr of 1367.a0 feet; thence
South 74 dcgrees 28 minutes 27 seeonds Easi a distance of 3».73 feet; thence
South Q degrees 07 minutes 51 secottds West, para21e1 with said Jamaica Avenue,
a distance Af 1272.80 feet to the poinc af' beginning. 6xcept the Southerly 50.QD
feet Thereot'.
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