Contract for Deed�� j 900?CD Document NO. OFFICE OF THE
P10 0 1 C 00,310 A 562953 COUNTY RECORDER
NoOnquerlt tt+ 6 M ftare erPe ' tee CARVER COUNTY, MINNESOTA
Real lhtate V#luaX) Filofl Not Rw uired CRV # Fee: $0 Receipt#: RA 2012000103
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20 Certified Recorded on 9128/2fl12 at 04:30 ❑ AM ( PM
roer County Auditor 562953
By LEQp�Y Mark t d ren
County Recorder
CONTRACT FOR DEED
THIS CONTRACT FOR DEED (this "Contract") is made on this d 7 66day of
sl—u yr✓ , 2012 (the "Contract Date"), by and between City of Chanhassen, a Minnesota
municipal corporation ("Seller"), and Roadrunner Truck Repair Inc., a Minnesota corporation
("Purchaser").
Seller and Purchaser agree to the following terms:
1. PROPERTY DESCRIPTION. Seller hereby sells, and Purchaser hereby buys, real
property in Carver County, Minnesota, as legally described and depicted on Exhibit A
attached hereto and made a part hereof, together with all buildings, personal property, and
improvements thereon, and easements and rights benefitting or appurtenant thereto
(collectively, the "Property").
Check here if part or all of the described real property is Registered (Torrens) ❑
Check applicable box:
Seller certifies that Seller does not know of any wells on the Property.
A well disclosure certificate accompanies this Contract or has been electronically
filed.
❑ Seller is familiar with the Property and Seller certifies that the status and number
of wells on the Property have not changed since the last previously filed well
disclosure certificate.
2. TITLE. Seller warrants that title to the Property is, on the Contract Date, subject only to
the following exceptions:
(a) Covenants, conditions, restrictions (without effective forfeiture provisions),
easements, and declarations of record, if any, that are acceptable to Purchaser in
Purchaser's sole and absolute discretion;
(b) Reservation of minerals or mineral rights by the State of Minnesota, if any;
(c) Drainage and utility easements dedicated and shown on the recorded plat of
CHANHASSAN LAKES BUSINESS PARK;
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(d) Existing zoning laws, ordinances, rules and regulations and building codes and laws;
(e) Real estate taxes and special assessments for the year 2012 and thereafter, not now
due or payable; and
(f) Any other matters of record which are acceptable to Purchaser in Purchaser's sole
and absolute discretion.
3. DELIVERY OF DEED AND EVIDENCE OF TITLE. Upon Purchaser's full
performance of this Contract, Seller shall execute, acknowledge, and deliver to Purchaser
a Warranty Deed (the "Deed"), in recordable form, conveying marketable title to the
Property to Purchaser subject only to those exceptions referred to in Paragraph 2 of this
Contract and liens, encumbrances, adverse claims or other matters which Purchaser has
created, suffered or permitted to accrue after the date of this Contract.
4. PURCHASE PRICE AND PAYMENT. Purchaser shall pay to Seller at 7700 Market
Blvd., Chanhassen, Minnesota, 55317, or such other place designated by Seller in
writing, the sum of One Million Four Hundred Seventy Five Thousand and no/100 Dollars
($1,475,000.00), together with interest thereon at the rate of five percent (5%) ("Interest
Rate") calculated per annum and computed on the basis of 365 days per year, but
charged on the actual number of days that the principal balance of the Purchase Price is
unpaid, as and for the purchase price (the "Purchase Price") for the Property. The
Purchase Price shall be payable as follows:
(a) DOWN PAYMENT. Purchaser shall pay to Seller an Eighty Seven Thousand Six
Hundred and no/100 Dollars ($87,600.00) down payment ("Down Payment")
payable as follows:
(i) On the contract date, a Thirty Thousand and no/100 Dollar ($30,000.00)
down payment. This payment shall be transferred at closing from the
deposit from that certain lease between Seller and Purchaser dated March
1, 2012 ("Roadrunner Lease"). However, if Iandlord has used any
portion of the deposit for purposes allowed under the Roadrunner Lease,
Purchaser shall pay the difference at closing to ensure a full Thirty
Thousand and no/100 Dollar ($30,000.00) down payment on the day of
closing.; and
(ii) 18 monthly payments of Three Thousand Two Hundred and no/100 Dollars
($3,200.00) totaling Fifty -Seven Thousand Six Hundred and no/100 Dollars
($57.600). Purchase shall make payments on the seventh day of each month
beginning on the seventh day of the first month after the closing and
continuing for 18 months.
(b) BALANCE OF PURCHASE PRICE. The remaining balance of the Purchase
Price shall be paid in equal monthly installments, which payments include
principal and interest accruing on the Purchase Price at the Interest Rate (which
amount represents monthly payments of the Purchase Price accruing interest at
the Interest Rate and amortized over a period of twenty (30) years commencing
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on the Contract Date and continuing the same day of each month thereafter until
the fifth (5t") anniversary of the Contract Date, at which time the entire unpaid
balance of principal and accrued interest shall be due and payable in full, all as set
forth on the payment scheduled attached as Exhibit B hereto and made a part
hereof. Payments shall be credited first to interest and the remainder to principal.
Interest shall accrue at the Interest Rate from the Contract Date. The last payment
shall be a balloon payment.
Notwithstanding anything to the contrary, in no event shall the Interest Rate hereunder
exceed the maximum lawful rate. If under any circumstances Seller should ever receive
as interest under this Contract an amount which would exceed the lawful rate of interest
allowed by Minnesota law, then such amount that would be in excess of such lawful rate
of interest shall be applied to the reduction of the principal balance of the Purchase Price.
5. PREPAYMENT. Purchaser shall have the right to fully or partially prepay this Contract
at any time without penalty. Any partial prepayment shall be applied first to payment of
amounts then due under this Contract, including unpaid accrued interest, and the balance„
shall be applied to the principal of the Purchase Price to be paid in the inverse order of
their maturity. Partial prepayment shall not postpone the due date of the installments to
be paid pursuant to this Contract or change the amount of such installments.
6. REAL ESTATE TAXES AND ASSESSMENTS. There are, no real property taxes
payable in 2012. Purchaser shall pay, before penalty accrues, all real estate taxes and
installments of special assessments assessed against the Property which are due and
payable in all subsequent years. Seller warrants that the real estate taxes and installments
of special assessments which were due and payable in the years proceeding the year in
which this Contract is dated are paid in full. If the Property is subject to a recorded
declaration providing for assessments to be levied against the Property by any owners'
association, Purchaser shall promptly pay, when due, all assessments imposed by the
owners' association or other governing body as required by the provisions of the
declaration or other related documents.
7. PROPERTY INSURANCE.
(a) INSURED RISKS AND AMOUNTS. Purchaser shall keep all buildings,
improvements, and fixtures now or later located on or a part of the Property
insured against loss by fire, lightening, and such other perils as are included in a
standard "all-risk" endorsement, and against loss or damage by all other risks and
hazards covered by a standard extended coverage insurance policy, including,
without limitation, vandalism, malicious mischief, burglary, theft and, if
applicable, steam boiler explosion. Such insurance shall be in an amount no less
than full replacement cost of buildings, improvements and fixtures, without
deduction for physical depreciation. If any of the buildings, improvements, or
fixtures is located in a federally designated flood prone area, and if flood
insurance is available for that area, Purchaser shall procure and maintain flood
insurance in amounts reasonably satisfactory to Seller.
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(b) OTHER TERMS. The insurance policy shall contain a loss payable clause in.
favor of Seller which provides that Seller's right to recover under the insurance
shall not be impaired by any acts or omissions of Seller or Purchaser, and that
Seller shall otherwise be afforded all rights and privileges customarily provided a
mortgagee under the so-called standard mortgage clause.
(c) , NOTICE OF DAMAGE. In the event of damage to the Property by fire or other
casualty, Purchaser shall promptly give written notice of such damage to Seller
and the insurance company.
8. DAMAGE TO THE PROPERTY AND INSURANCE PROCEEDS.
(a) APPLICATION OF INSURANCE PROCEEDS. If the Property is damaged by
fire or other casualty, the insurance proceeds paid on account of such damage
shall be applied to payment of the amounts payable by Purchaser under this
Contract, even if such amounts are not then due to be paid, unless Purchaser
makes a permitted election described in the next paragraph. Such amounts shall
be first applied to unpaid accrued interest and next to the installments to be paid
as provided in this Contract in the inverse order of their maturity. Such payment
shall not postpone the due date of the installments to be paid pursuant to this
Contract or change the amount of such installments. The balance of insurance
proceeds, if any, shall be the property of Purchaser.
(b) PURCHASER'S ELECTION TO REBUILD. If Purchaser is not in default under
this Contract, or after curing any such default, and if the mortgagees in any prior
mortgages and sellers in any prior contracts for deed do not require otherwise,
Purchaser may elect to have that portion of such insurance proceeds necessary to
repair, replace or restore the damaged Property (the "Repairs") deposited in
escrow with a bank or title insurance company qualified to do business in the
State of Minnesota, or such other party as may be mutually agreeable to Seller
and Purchaser. The election may only be made by written notice to Seller within
sixty (60) days after the damage occurs. Also, the election will only be permitted
if the plans and specifications and contracts for the Repairs are approved by
Seller, which approval Seller shall not unreasonably withhold or delay. If such a
permitted election is made by Purchaser, Seller and Purchaser shall jointly
deposit, when paid, such insurance proceeds into such escrow. If such insurance
proceeds are insufficient for the Repairs, Purchaser shall, before the
commencement of the Repairs, deposit into such escrow sufficient additional
money to insure the full payment for the Repairs. Even if the insurance proceeds
are unavailable or are insufficient to pay the cost of the Repairs, Purchaser shall at
all times be responsible to pay the full cost of the Repairs. All escrowed funds
shall be disbursed by the escrowee in accordance with generally accepted sound
construction disbursement procedures. The costs incurred or to be incurred on
account of such escrow shall be deposited by Purchaser into such escrow before
the commencement of the Repairs. Purchaser shall complete the Repairs as soon
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as reasonably possible and in a good and workmanlike manner, and in any event
the Repairs shall be completed by Purchaser within one (1) year after the damage
occurs. If, following the completion of and payment for the Repairs, there
remains any undisbursed escrow funds, such funds shall be applied to payment of
the amounts payable by Purchaser under this Contract in accordance with
Paragraph 8(a) above.
9. INJURY OR DAMAGE OCCURRING ON THE PROPERTY.
(a) LIABILITY. Seller shall be free from liability and claims for damages by reason
of injuries occurring on or after the Contract Date to any person or persons or
property while on or about the Property. Purchaser shall defend and indemnify
Seller from all liability, loss, cost, and obligations, including reasonable attorneys'
fees, on account of or arising out of any such injuries. However, Purchaser shall
have no liability or obligation to Seller for such injuries which are caused by the
negligence or intentional wrongful acts or omissions of Seller.
(b) LIABILITY INSURANCE. Purchaser shall procure and maintain liability
insurance against claims for bodily injury, death and property damage occurring
on or about the Property in amounts reasonably satisfactory to Seller and naming
Seller as an additional insured thereunder.
10. INSURANCE, GENERALLY. The insurance which Purchaser is required to procure
and maintain pursuant to Paragraphs 7 and 9 of this Contract shall be issued by an
insurance company or companies licensed to do business in the State of Minnesota. The
insurance shall be maintained by Purchaser at all times while any amount remains unpaid
under this Contract. The insurance policies shall provide for not less than sixty (60) days
written notice to Seller before cancellation, non -renewal, termination or change in
coverage, and Purchaser shall deliver to Seller a duplicate original or certificate of such
insurance policy or policies.
11. CONDEMNATION. If all or any part of the Property is taken in condemnation
proceedings instituted under power of eminent domain or is conveyed in lieu thereof
under threat of condemnation, the money paid pursuant to such condemnation or
conveyance in lieu thereof shall be applied to the Purchase Price, even if such amounts
are not then due to be paid. Such amounts shall be applied in the same manner as a
prepayment as provided in Paragraph 5 of this Contract. Such payments shall not
postpone the due date of the installments to be paid pursuant to this Contract or change
the amount of such installments. The balance, if any, in excess of the Purchase Price,
shall be the property of Purchaser.
12. WASTE, REPAIR, AND LIENS. PURCHASER'S RIGHT TO MAKE REPAIRS; NO
LIENS. Except for work reasonably necessary to permit Purchaser to comply with
Purchaser's obligations under this Contract, Purchaser shall not hire or perform any
repairs or improvements to or replacements of the Property having an aggregate cost in
excess of Twenty Thousand and no/100 Dollars ($20,000.00) without securing the prior
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written consent of Seller. Purchaser will not cause or permit any mechanics' liens to be
recorded against the Property. Purchaser agrees to defend, indemnify, and hold Seller
harmless from any loss, damage, or expense incurred by Seller with respect to any party
asserting a mechanics' lien claim, it being understood and agreed that this undertaking
shall survive cancellation of this Contract or the delivery of the Deed.
13. COMPLIANCE WITH LAWS. Except for matters which Seller has created, suffered, or
permitted to exist prior to the Contract Date, Purchaser shall comply or cause compliance
with all laws and regulations of any governmental authority which affect the Property or
the manner of using or operating the same, and with all restrictive covenants, if any,
affecting title to the Property or the use thereof.
14. RECORDING OF CONTRACT; DEED TAX. Purchaser shall, at Purchaser's expense,
record this Contract in the office of the County Recorder of Carver County, Minnesota
within four (4) months after the Contract Date. Purchaser shall pay any penalty imposed
under Minnesota Statutes for failure to timely record this Contract. Seller shall, upon
Purchaser's full performance of this Contract, pay the deed tax due upon the recording of
the Deed.
15. ASSIGNMENT. Purchaser may not assign its rights under this Agreement, without the
prior written consent of the Seller which consent may be withheld in Seller's sole
discretion.
16. PROTECTION OF INTERESTS.
(a) PROTECTION OF SELLER'S INTERESTS. If Purchaser fails to pay any sum
of money required under the terms of this Contract or fails to perform any of
Seller's obligations as set forth in this Contract, Seller may, at Seller's option, pay
the same or cause the same to be performed, or both, and the amounts so paid by
Seller and the cost of such performance shall be payable at once, with interest at
the Interest Rate stated in Paragraph 4 of this Contract, together with a four
percent (4%) late payment fee, as an additional amount due Seller under this
Contract. If Purchaser hereafter creates, suffers or permits to accrue, any
mortgage, contract for deed, lien or encumbrance against the Property which is
not herein expressly approved by Seller, and provided Seller is not in default
under this Contract, Purchaser shall timely pay all amounts due thereon, and if
Purchaser fails to do so, Seller may, at SelIer's option, pay any such delinquent
amounts or take any actions reasonably necessary to cure defaults thereunder and
deduct the amounts so paid together with interest at the Interest Rate stated in
Paragraph 4 of this Contract from the balance of the Purchase Price..
(b) PROTECTION OF PURCHASER'S INTERESTS. If Seller fails to pay any sum
of money required under the terms of this Contract or fails to perform any of
Seller's obligations as set forth in this Contract, Purchaser may, at Purchaser's
option, pay the same or cause the same to be performed, or both, and the amounts
so paid by Purchaser and the cost of such performance shall be payable at once,
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with interest at the Interest Rate stated in Paragraph 4 of this Contract, together
with a four percent (4%) late payment fee, as an additional amount due Purchaser
under this 'Contract. If Seller hereafter creates, suffers or permits to accrue, any
mortgage, contract for deed, lien or encumbrance against the Property which is
not herein expressly approved by Purchaser, and provided Purchaser is not in
default under this Contract, Seller shall timely pay all amounts due thereon, and if
Seller fails to do so, Purchaser may, at Purchaser's option, pay any such
delinquent amounts or take any actions reasonably necessary to cure defaults
thereunder and deduct the amounts so paid together with interest at the Interest
Rate stated in Paragraph 4 from the balance of the Purchase Price.
17. DEFAULTS AND REMEDIES. The time of performance by Purchaser of the terms of
this Contract is an essential part of this Contract. If Purchaser fails to timely perform
any term of this Contract, Seller may, at Seller's option, elect to declare this Contract
cancelled and terminated by notice to Purchaser in accordance with applicable law or
elect any other remedy available at law or in equity. Neither the extension of the time for
payment of any sum of money to be paid hereunder nor any waiver by Seller of Seller's
rights to declare this Contract forfeited by reason of any breach shall in any manner affect
Seller's right to cancel this Contract because of defaults subsequently occurring, and no
extension of time shall be valid unless agreed to in writing. After service of notice of
default and failure to cure such default within sixty (60) days, Purchaser shall, upon
demand, surrender possession of the Property to Seller, but Purchaser shall be entitled to
possession of the Property until the expiration of such period. Failure by Seller to
exercise the remedy available under this Paragraph 17 shall not constitute a waiver of the
right to exercise such remedy thereafter.
18. BINDING EFFECT. The terms of this Contract shall run with the land and bind the
parties hereto and their successors in interest.
19. HEADINGS. Headings of the paragraphs of this Contract are for convenience only and
do not define, limit or construe the contents of such paragraphs.
20. COUNTERPARTS. This Contract may be executed separately and independently, in any
number of counterparts, each of which when so executed and delivered shall be deemed
an original, but such counterparts shall together constitute but one and the same
instrument.
21. RIGHT OF FIRST REFUSAL. In the event that Seller wishes to sell, assign, or
otherwise convey its interest in this Contract, or any part thereof, Purchaser shall have a
right of first refusal with respect to such sale, assignment, or conveyance. In that regard,
Seller shall give Purchaser written notice of the specific terms of any offer to so purchase
Seller's interest and Purchaser shall have ten (10) days after receipt of said notice to
notify Seller, in writing, of Purchaser's intention to so purchase the interest of Seller. If
Purchaser fails to so notify Seller, Seller shall have the right to then convey its interest to
the proposed assignee. If Purchaser elects to so purchase the interest of Seller, it shall so
purchase that interest pursuant to the terms of the offer, except that Purchaser shall close
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its purchase of Seller's interest in the later to occur of (a) the date when the proposed
assignee would have performed, or (b) sixty (60) days following the date when Purchaser
notified Seller of its intention to exercise Purchaser's right of first refusal.
22. ENVIRONMENTAL. Purchaser shall not bring, store, generate, or treat hazardous
wastes or substances or petroleum products upon the Property, except for small quantities
which are stored and used in compliance with applicable law. Purchaser hereby agrees to
indemnify, defend and hold Seller harmless from any and all claims, demands, actions,
causes of action, liabilities.
23. CURRENT LEASES. That certain lease between the Seller and Beniek Property
Services Inc., dated October 10, 2011 ("Beniek Lease") and the Agreement between
Seller and Beniek property Services Inc., dated May 11, 2012 ("Beniek Agreement"),
have been assigned to Purchaser as of the date of closing. Should Purchaser cancel and
terminate this Contract for Deed pursuant to paragraph 17, both the Beniek Lease and the
Beniek Agreement shall automatically by virtue of this paragraph be assigned back to
Seller. Purchaser hereby irrevocably nominates, constitutes, and appoints and designates
the Seller as its attorney -in -fact for the sole purpose and right to execute any document
necessary to evidence and confirm said assignment.
24. NEW LEASES. Purchaser must obtain Seller's written consent prior to entering into any
new leases (each, a "New Lease" and collectively, "New Leases") with tenants for all or
a portion of the Property. Purchaser must obtain Seller's written approval of all terms
and conditions for the New Leases. Further, Purchaser shall not cause or permit any
mechanics' liens or other liens to attach to the Property as a result of the New Leases. If
any such lien shall attach, Purchaser shall have one hundred twenty (120) days to remove
or satisfy said lien. If Purchaser fails to do so, Seller shall have the option of: (i) taking
such steps or paying such amounts as it deems reasonable to satisfy or discharge said
lien; or (ii) declaring this Contract to be in default, in which event Seller shall have the
right to exercise any remedy it may have in the event of any other default hereunder. In
the event Seller satisfies or discharges said lien the amount paid by Seller plus Seller's
expenses and attorney's fees incurred in obtaining such satisfaction or discharge shall be
added to the principal amount due under this Contract and shall be immediately due and
payable by Purchaser. Purchaser agrees to defend, indemnify, and hold Seller harmless
from any loss, damage, or expense incurred by Seller with respect to any party asserting a
mechanic's lien claim, it being understood and agreed that this undertaking shall survive
the cancellation of this Contract or the delivery of the Deed.
25. ESCROWS. In Addition to the monthly payments of principal and interest, Purchaser
shall deposit with Seller, with each payment, an amount representing one -twelfth (1 / 12)
of the annual real estate taxes, installments of special assessments, and insurance
premiums with respect to the Property (or such other amount as Seller is required to
deposit under any underlying encumbrance on the Property). The amount of such taxes,
special assessments, and insurance premiums, when unknown, shall be estimated by
Seller. Such deposit shall be used by Seller to pay real estate taxes, installments of special
assessments, and insurance premiums with respect to the Property when due. If Seller
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fails to do so, Purchaser may, at Purchaser's option, pay any such delinquent amounts
and deduct the amounts so paid from payments next coming due under this Contract. If
the balance deposited with Seller is insufficient to pay such real estate taxes, special
assessments and insurance premiums when due, Purchaser shall pay the deficiency to
Seller upon written demand.
26. ALTERNATIVE ACCELERATION REMEDY. If Purchaser fails to timely perform any
term of this Contract, Seller may elect, on thirty (30) days written notice given to
Purchaser, to declare the entire unpaid Purchase Price, together with accrued interest
thereon, immediately due and payable in full and commence an action against Purchaser
to collect all amounts due hereunder. Purchaser shall have the right to reinstate this
Contract at any time before entry of final judgment against Purchaser for amounts due
hereunder if Purchaser: (i) pays Seller all sums due hereunder as of the date of
reinstatement; (ii) cures any other defaults existing under this Contract as of the date of
reinstatement; and (iii) pays all expenses incurred by Seller in enforcing this Contract,
including, but not limited to, reasonable attorneys' fees and costs. Seller shall deliver the
deed for the Property in the manner required by paragraph 3 of this Contract when all
amounts due hereunder have been paid.
27. ADDITIONAL PROVISIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS
CONTRACT, 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, EXPRESSED OR
IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO
HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED OR SPECIAL WARRANTY
OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES,
LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONS,
UTILITIES, ACCESS, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH
GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF
ANY PROPERTY DATA OR OTHER INFORMATION PERTAINING TO THE
PROPERTY DELIVERED TO PURCHASER BY SELLER, OR ANY OTHER
MATTER OR THING REGARDING THE PROPERTY. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON THE EXECUTION BY BOTH
PARTIES OF THIS CONTRACT, SELLER SHALL SELL AND PURCHASER
SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS".
PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS
NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED
WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO
(INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY
INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE
PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE
PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR
27
PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS
SPECIFICALLY SET FORTH IN THIS CONTRACT.
PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED,
OR WILL HAVE HAD THE OPPORTUNITY TO CONDUCT PRIOR TO
EXECUTION OF THIS CONTRACT, SUCH INVESTIGATIONS OF THE
PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL,
ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS THEREOF, AS
PURCHASER DEEMS NECESSARY TO SATISFY ITSELF OF THE CONDITION
OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE
ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC
SUBSTANCES OR MATERIALS ON, WITHIN, UNDER OR DISCHARGED FROM
THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY
INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS,
OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES WITH RESPECT
THERETO.
UPON EXECUTION OF THIS CONTRACT, PURCHASER SHALL ASSUME THE
RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO,
ADVERSE PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS
MAY HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND
PURCHASER, UPON EXECUTION OF THIS CONTRACT, SHALL BE DEEMED TO
HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION
(INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND
COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER (AND SELLER' OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT
OF ANY LATENT OR PATENT PHYSICAL CONDITIONS, VIOLATIONS OF ANY
APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY
ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS,
EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROOPERTY.
(Remainder of page intentionally left blank. Signature pages follow)
SELLER:
CITY OF CHANHASSEN
COMMISSION
By:
: By
it .� `'� i_
STATE OF )
ss.
COUNTY OF )
This instrument was acknowledged before me this day of , 2012, by
'� IqA &L D ,tJ ,6 and -1D 1 0 &:X /L 7 the
and th(f-"- ��, respectively, of City of
T
Chanha sen, a Minnesota municipal corporatio , by and on behalf of the entity.
K?a2�_�
No ary Public
CAROL M. DUNSMORE
INAW
Notary Public -Minnesota
My Commission Eons Jan 31, 2015
29
PURCHASER:
ROADRUNNE4 TRUCK REPAIR, INC.
By'
Its:
By:
Its:
STATE OF MINNESOTA )
ss.
COUNTY OF CARVER )
This instrument was acknowledged before me this 27th day of June, 2012, by
ryl o h �c wt d S h e.i k k PG V��,and the `j�'lL5 and
respectively of Roadrunner Truck Repair, Inc., a Minnesota
corporation, on behalf of the corporation.
Notary Pubic ''
w�nti
KAREN J. ENGELHARDT
Notary Public -Minnesota
my commission Expires Jan 31, 2015
30
EXHIBIT A
TO CONTRACT FOR DEED
Legal Description
Lots 10 and 11, Block 5, CHANHASSAN LAKES BUSINESS PARK, Carver County, Minnesota
CA'4-tl of GV�nnVX/-T&�_) AA)
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AFFIDAVIT REGARDING CORPORATION
STATE OF MINNESOTA )
) ss.
COUNTY OF CARVER )
7r)A J VC i'Y W,i'k being first duly sworn, on oath say(s) that:
1. He is the 1 1%C11W Cr of the City of Chanhassen, a body corporate and politic.
2. Said corporation's principal place of business is at 7700 Market Boulevard, Chanhassen,
Minnesota, 55317.and said corporation's previous place(s) of business during the past ten
years has/have been at 7700 Market Boulevard, Chanhassen, Minnesota, 55317.
4.
There have been no:
a. Bankruptcy proceedings involving said corporation or partners thereof, or
dissolution proceedings involving said corporation during the time said
corporation has had any interest in the premises described in the above document
("Premises");
b. Tax liens filed against said corporation; except as here in stated:
C. Unsatisfied judgments of record against said corporation nor any actions pending
in any courts, which affect the Premises:
5. Any bankruptcy or company dissolution proceedings of record against corporation,
parties or entities with the same or similar names, during the time period in which the
above named corporation had any interest in the Premises, are not against the above
names corporation or the partners thereof.
Any judgments or tax liens of record against corporation with the same or similar names
are not against the above names corporation.
There has been no labor or materials furnished to the Premises for which payment has not
been made.
8. There are no persons in possession of any portion of the Premises other than pursuant to a
recorded document except as stated herein:
Affiant(s) know(s) the matters herein stated are true and make(s) this Affidavit for the purpose of
inducing the passing of title to the Premises.
THE CITY OF CHANHASSEN
Dated:fi
By:
Its:
STATE OF MINNESOTA )
ss.
COUNTY OF CARVER )
This instrument was acknowledged before on 2012, by
l rhavc�� , the r of the City of C anhassen on behalf of the City.
This instrument was drafted by:
Richard F. Rosow, Esq.
Gregerson, Rosow, Johnson & Nilan, Ltd
1600 Park Building
650 Third Avenue South
Minneapolis, MN 55402-4337
Not ry u lic
KIM T. MEUWISSEN
a
3 Notary Public -Minnesota
My commission Expires Jan 31, 2015
i a
CARVER COUNTY
RECORDER'S OFFICE
DOCUMENT#i
WAS RECEIVED WITH
PAGE(S) MISSING.
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