Form No. 54-M CONTRACT FOR DEED Minnesota Uniform Conveyancing Blanks
(1978)
Individual Seller
No delinquent taxes and transfer entered; Certificate
of real Estate Value( )filed( )not required
____________________________,19____
___________________________________ County Auditor
By_________________________________ Deputy
Date: June 29, 1998
THIS CONTRACT FOR DEED is made on the above date by Xxxx X. Xxxxxx and Xxxx X.
Xxxxxx Joint tenants (martial status) Seller (whether one or more), and XXXXXX
XX. INC., a Minnesota corporation, Purchaser (whether one or more).
Seller and Purchaser agree to the following terms:
I . PROPERTY DESCRIPTION. Seller hereby sells, and Purchaser hereby buys,
real property in Dakota County, Minnesota, described as follows:
See attached Rider A
together with all hereditaments and appurtenances belonging thereto (the
Property).
2. TITLE. Seller warrants that title to the Property is, on the date of
this contract, subject only to the following exceptions:
(a) Covenants, conditions, restrictions declarations and easements of
record, if any;
(b) Reservations of minerals or mineral rights by the State of Minnesota,
if any;
(c) Building, zoning and subdivision laws and regulations;
(d) The lien of real estate taxes and installments of special assessments
which are payable by Purchaser pursuant to paragraph 6 of this contract; and
(e) The following liens or encumbrances: See attached Rider B
3. DELIVERY OF DEED AND EVIDENCE OF TITLE. Upon Purchasers prompt and
full performance of this contract, Seller shall:
(a) Execute, acknowledge and deliver to Purchaser a general Warranty
Deed, in recordable form, conveying marketable title to the Property to
Purchaser, subject only to the following exceptions:
(i) Those exceptions referred to in paragraph 2(a), (b), (c) and (d) of
this contract;
(ii) Liens, encumbrances, adverse claims or other matters which Purchaser
has created, suffered or permitted to accrue after the date of this contract;
and
(iii)The following liens or encumbrances: Those Identified In section 2(c)
above
(b) (Deliver to Purchaser the abstract of title to the Property or, if the
title is registered, the owners duplicate certificate of title.
4. PURCHASE PRICE. Purchaser shall pay to Seller, at Eagan, Minnesota,
the sum of Two Hundred Thousand Dollars ($200,000), as and for the purchase
price for the Property, payable as follows:
See Rider A
5. PREPAYMENT. Unless otherwise provided in this contract, 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 tile principal installments 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 TAX@ AND ASSESSMENTS. 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 the year 1999 and
in all subsequent years. Real estate taxes and installments of special
assessments which are due and payable in the year in which this contract is
dated shall be prorated to the date of this contract. Seller warrants that the
real estate taxes and. installments of special assessments which were due and
payable in the years preceding the year in which this contract is dated are
paid in full.
7. PROPERTY INSURANCE.
(a) INSURED RISKS AND AMOUNT. Purchaser shall keep all buildings,
improvements and fixtures now or later located on or a part of the Property
insured against loss by fire, extended coverage perils, vandalism, malicious
mischief and, if applicable, steam boiler explosion for at least the amount of
the replacement cost of improvements on the Property. If any of the
buildings, improvements or fixtures are 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.
(b) OTHER TERMS. The insurance policy shall contain a loss payable clause
in favor of Seller which provides Sellers right to recover under the insurance
shall not be impaired by any acts or omissions of Purchaser or Seller, 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 notice of such damage to Seller
and the insurance company.
8. DAMAGE TO THE PROPERTY.
(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 repair work)
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 days after the damage occurs. Also, the
election will only be permitted if the plans and specifications and contracts
for the repair work 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 repair work, Purchaser shall, before the commencement of
the repair work, deposit into such escrow sufficient additional money to
insure the full payment for the repair work. Even if the insurance
proceeds are unavailable or the insufficient to pay the cost of the repair
work, Purchaser shall at all times be responsible to pay the full cost of the
repair work. 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 repair
work. Purchaser shall complete the repair work as soon as reasonably possible
and in a good and workmanlike manner, and in any event the repair work shall
be completed by Purchaser within one year after the damage occurs. If,
following the completion of and payment for the repair work, there remain 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 date of this contract to any
person or persons or property while on or about the Property. Purchaser shall
defend and indemnify Seller from all liability, loss, costs 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 act or omissions of seller.
(b) LIABILITY INSURANCE. Purchaser shall, at Purchaser's own expense,
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.
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 and acceptable to Seller. 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 ten
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 payment
of the amounts payable by Purchaser under this contract, even if such amounts
are not then due to be paid. Such amounts shall be applied first to unpaid
accrued interest and next to the installments to be paid as provided in the,
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, if any, shall be the
property of Purchaser.
12. WASTE, REPAIR AND LIENS. Purchaser shall not remove or demolish any
buildings, improvements or fixtures now or later located on or a part of the
Property, nor shall Purchaser commit or allow waste of the Property.
Purchaser shall maintain the Property in good condition and repair. Purchaser
shall not create or permit to accrue liens or adverse claims against the
Property which constitute a lien or claim against Seller's interest in the
Property. Purchaser shall pay to Seller all amounts, costs and expenses,
including reasonable attorneys' fees, incurred by Seller to remove any such
liens or adverse claims.
13. DEED TAX. Seller shall, upon Purchasees full performance of this
contract, pay the deed tax due upon the recording or filing of the deed to be
delivered by Seller to Purchaser.
14. NOTICE OF ASSIGNMENT. If either Seller or Purchaser assigns their
interest in the Property, a copy of such assignment shall promptly be
furnished to the non-assigning party.
15. PROTECTION OF INTERESTS. If Purchaser fails to pay any sum of money
required under the terms of this contract or fails to perform any of
Purchaser'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 rate stated in paragraph 4 of this contract, as an
additional amount due Seller under this contract.
If there now exists, or 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 assumed 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 and deduct the amounts
paid from the installment(s) next coming due under this contract.
16. DEFAULT. The time of performance by Xxxxxxxxx of the terms of this
contract is an essential part of this contract. Should Purchaser fail to
timely perform any of the terms of this contract, Seller may, at Seller's
option, elect to declare this contract canceled and terminated by notice to
Purchaser in accordance with applicable law. All rights, title and interest
acquired under this contract by Purchaser shall then cease and terminate, and
all improvements made upon the Property and all payments made by Purchaser
pursuant to this contract shall belong to Seller as liquidated damages for
breach of this contract. Neither the extension of the time for payment of any
sum of money to be paid hereunder nor any waiver by Xxxxxx 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 the period allowed by law, Purchaser shall, upon demand, surrender
possession of tile Properly to Seller, but Purchaser shall be entitled to
possession of the Property until the expiration of such period.
17. BINDING EFFECT. The terms of this contract shall run with the land
and bind the parties hereto and their successors in interest.
18. HEADINGS. Headings of the paragraphs of this contract are for
convenience only and do not define, limit or construe the contents of such
paragraphs.
19. ASSESSMENTS BY OWNERS' ASSOCIATION. If the Property is subject to a
recorded declaration providing for assessments to be levied against the
Property by any owners' association, which assessments may become alien
against the Property if not paid, then:
(a) 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; and
(b) So long as the owners' association maintains a master or blanket
policy of insurance against fire, extended coverage perils and such other
hazards and in such amounts as are required by this contract, then:
(i) Purchaser's obligation in this contract to maintain hazard insurance
coverage on the Property is satisfied; and
(ii)The provisions in paragraph 8 of this contract regarding application of
insurance proceeds shall be superseded by the provisions of the declaration or
other related documents; and
(iii)In the event of a distribution of insurance proceeds in lieu of
restoration or repair following all insured casualty loss to the Property, any
such proceeds payable to Purchaser are hereby assigned and shall be paid to
Seller for application to the sum secured by this contract, with the excess,
if any, paid to Purchaser.
20. ADDITIONAL TERMS.
See Rider A
SELLER(S)PURCHASER(S)
/s/ Xxxx X. Xxxxxx XXXXXX XX, INC
Xxxx X. Xxxxxx By: /s/ XX Xxxxxx
Xxxxxx Xxxxxx, President
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
STATE OF MINNESOTA)
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this 29th day of June,
1998, by Xxxx X. Xxxxxx and Xxxx X. Xxxxxx,individuals, Grantor.
Notarial Stamp or Seal (or Other Title or Rank)
STATE OF MINNESOTA)
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me this 29th day of June,
1998, by Xxxxxx Xxxxxx, the President of Xxxxxx XX. Inc., on behalf of the
corporation, Grantee.
Notarial Stamp or Seal (or Other Title or Rank)
Title Instrument Was Drafted By (Name and Address)
XXXXXXXXXXX XXXXX & XXXXXXXX LLP (TGR)
0000 Xxxxx XXX
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
FAILURE TO RECORD OR FILE THIS CONTRACT FOR DEED MAY GIVE OTHER PARTIES
PRIORITY OVER PURCHASER'S INTEREST IN THE PROPERTY.
RIDER A to CONTRACT FOR DEED
1. Legal Description
The Property conveyed in the foregoing Contract for Deed of which this Rider A
forms a part is legally described as follows:
Lot Five (5) Block Two (2) in Xxxxxx Terminal Industrial Park, according to
the plat thereof now on file and of record in the office of the Registrar of
Deeds of Dakota County, Minnesota.
The Seller certifies that it has no knowledge of any xxxxx located on the
above-described real property.
2. Title Insurance
Seller shall procure at its own cost a commitment for title insurance and
Purchaser shall pay all premiums for title insurance in an amount not less
than the Contract for Deed insuring marketable title to the Property,
exclusive of all liens, encumbrances, restrictions, defects and other items
except those named in the foregoing Contract for Deed.
3. Purchase Price
The Purchase Price for the Property shall be the sum of Two Hundred Thousand
Dollars ($200,000). Interest shall accrue on the unpaid balance of the
Purchase Price from June 29, 1998, at the rate of eight and one-quarter
percent (8 1/4%), with monthly payments of principal and interest based on an
amortization over an assumed term of three hundred and sixty months.
Principal and interest shall be paid in eighty-four equal monthly installments
of principal and interest each in the amount of One Thousand Five Hundred Two
and 53/100 Dollars ($1,502.53) commencing on July 1, 1998 and continuing on
the first day of each month thereafter, with the entire remaining balance due
and payable on the June 29, 2005.
4. Environmental Matters
Seller and Purchaser acknowledge the Seller's obligations under the Asset
Purchase Agreement dated March 31, 1998 among Purchaser, Seller, Xxxxxx
Corporation and the other shareholders of Xxxxxx Corporation ("Purchase
Agreement") to remediate certain environmental releases and contamination with
respect to the Property and to escrow certain amounts payable hereunder to
provide for the payment of costs incurred in such remediation. Seller and
Purchaser agree that Paragraph 9 of the Purchase Agreement is incorporated
herein by this reference.
Initial:
XXXXXX XX, INC. /s/ RCH XXXX X. XXXXXX /s/ GFS
XXXX X. XXXXXX /s/ GGS
RIDER B to CONTRACT FOR DEED
Liens or Encumbrances
Right of access to Highway 13 as taken by the State of Minnesota in Final
Certificate recorded in Book 62 of Miscellaneous Records, page 19.
Storm Sewer easement over the Southwesterly 25 feet of the Northwesterly 25
feet in favor of the City of Xxxxx as created in Document No. 97745.
Initial:
XXXXXX XX, INC. /s/ RCH XXXX X. XXXXXX /s/ GFS
XXXX X. XXXXXX /s/ GGS
