OPTION TO PURCHASE REAL PROPERTY
Exhibit 10.1
IF
CONSIDERATION of Five Thousand Dollars ($5,000), paid to Xxxxx
Xxxxxxxx and Xxxxxxxx
Xxxxxxxx, husband and wife, hereinafter referred to as “Sellers,” receipt of which is acknowledged,
Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter
referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to
purchase the real property Sellers situated in the County of Polk, State of Minnesota, particularly
described as:
Up to one hundred (100) acres located in the following-described premises:
The
Northwest Quarter of the Southeast Quarter
(NW1/4 SE1/4) and the
Northeast Quarter of the Southwest Quarter
(NE1/4 SW1/4), except tracts for cemetery
purposes, Section Ten (10), Township One Hundred Forty-eight (148) North of Range
Forty-two (42) West of the Fifth Principal Meridian according to the United States
Government Survey thereof;
The
North Half of the Northwest Quarter (N1/2 NW1/4) of Section Ten (10),
Township One Hundred Forty-eight (148) North of Range Forty-two (42) West of the
Fifth Principal Meridian, EXCEPT that part thereof lying West of the Soo Line
Railroad right-of-way, AND EXCEPT the following-described tract, to-wit: Commencing
at the Northeast corner of the NW1/4 of Section 10, Township 148 North of
Range 42; thence in a westerly direction along the north line of said NW1/4 a
distance of 1200 feet to a point, which is the point of beginning of the tract
herein excepted; thence in a southerly direction and parallel with the east line of
said
NW1/4 a distance of 60 rods to a point; thence in a westerly direction and
parallel with the north line of said NW1/4 a distance of 40 rods to a
point; thence in a northerly direction and parallel with the east line of said
NW1/4 a distance of 60 rods, more or less, to the north
line of said NW1/4; thence in an easterly direction along the
north line of said NW1/4 a distance of 40 rods, more or less, to the
point of beginning of the tract herein excepted;
AND
That part of the South Half of the Northwest Quarter
(S1/2NW1/4) and West Half of the Southwest Quarter
(W1/2SW1/4) of Section Ten (10), Township One hundred
Forty-eight (148) North of Range Forty-two (42), West of the Fifth Principal
Meridian, lying Easterly of the Soo Line Railway right-of-way;
(specific real estate description of the 100-acre parcel to be determined by survey provided
by, and paid for by, Xxxxxxxxx at the exercise of the Option);
including all easements, rights of way, and appurtenances, and all of Sellers’ right, title,
and interest in all public ways adjoining the property.
This option is given on the following terms and conditions:
SECTION ONE
PRICE AND TERMS OF PAYMENT
The purchase price for the property shall be One Thousand Two Hundred Dollars ($1,200;
per acre, which shall be paid on exercise of this Option by Purchaser. The Option payment (s)
shall be applied toward the total purchase price.
It addition, in the event the Option is exercised when the Sellers have growing crop on the
premises. Sellers shall be entitled to remove said crop at harvest or be compensated the fair
market value of the lost crop as agreed in writing or as determined by Minnesota Regional
Extension Service if the parties are unable to agree.
SECTION TWO
PERIOD OF OPTION AND EXTENSION
This Option may be exercised by giving notice of exercise to Sellers at 00000 000xx
Xxxxxx XX, Xxx Xxxx Xxxxx, Xxxxxxxxx 00000, at any time during the primary period from April
1, 2005, until March 31, 2006; or during the extension period, if the Option is
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extended as provided below, until March 31, 2007. The Option may be so extended by
Purchaser giving Sellers written notice of extension prior to the termination of the primary
period, and paying to Sellers at the time of the notice the additional consideration of Five
Thousand Dollars ($5,000).
SECTION THREE
TITLE
If the Option is exercised, Sellers shall, within thirty (30) days after the delivery to
Sellers of the notice of exercise, secure and submit to Purchaser for examination by Purchaser’s
attorneys, an updated Abstract of Title. Within thirty (30) days thereafter, Xxxxxxxxx shall give
notice in writing to Sellers of any defects in or objections to the title as so evidenced, and
Sellers shall clear the title of the defects and objections so specified.
If Sellers fail to clear title to the extent required in this Option or to submit evidence of
Sellers’ ability to do so prior to closing, and such failure continues for ninety (90) days after
the date of exercise of the Option, Purchaser may clear title to the extent so required and charge
the cost of clearing to Sellers or, at Purchaser’s option, may terminate the contract by giving
thirty (30) days’ written notice to Sellers.
Title to be conveyed as provided in this Option shall be merchantable title, free and clear
of all liens, encumbrances, restrictions, and easements.
SECTION FOUR
CLOSING
Sellers shall be responsible for providing an updated Abstract of Title, Deed in recordable
form; and payment of deed tax. Purchaser shall be responsible for surveying costs, title
examination (or owner’s title insurance), and recording the Deed. Taxes and assessments in the
year of closing shall be prorated between the parties as of the date of
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the
closing. Closing shall be scheduled ten (10) days following determination that the
title to the real estate is marketable.
SECTION FIVE
POSSESSION
Sellers shall continue in possession of the property until the closing of the
transaction, and shall maintain the property in its present condition, reasonable wear from
ordinary use excepted. Possession shall be transferred to Purchasers at closing.
SECTION SIX
HAZARDOUS SUBSTANCES
Sellers hereby state that, to the best of Sellers’ knowledge, the real property is free
of hazardous substances as hereinafter defined and is not subject to any “Super-Fund” type lieis
or claims by governmental regulatory agencies or other third parties arising from the release or
threatened release of hazardous substances in, on, or about the real
property: For purposes of
this Agreement, hazardous substance means hazardous waste, toxic substances, polychlorinated
biphenyls, asbestos, or related materials and also includes, but is not limited to, substances
defined as hazardous substances or toxic substances in the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9061, et. seq., Hazardous
Materials Transportation Act, 49 U.S.C. § 6901, et. seq., or as hazardous substances, hazardous
waste, or pollutant or contaminant in the Environmental Response and Liability Act, Minn. Stat. §
115B.01, et. seq. The term does include petroleum, including crude oil or any fraction thereof,
natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel or mixtures
thereof
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SECTION SEVEN
TESTING
In the event soil testing or other testing is undertaken by Purchaser during the Option
period Sellers shall be compensated in an amount to be determined by
the Minnesota Regional
Extension service for any crop damage occurring on the parcel or adjacent area which is caused
directly or indirectly by said testing.
SECTION EIGHT
NOTICES
Any notice under this Option shall be given in writing to the party for whom it is intended
in person or by certified mail at the following address, or such future address as may be
lesigrated in writing:
| Sellers: | 00000 000xx Xxxxxx SE | |||
| Red Lake Falls, MN 56750 | ||||
| Purchaser: | Xxxxxx Xxxxxxxx | |||
| President and Chief Manager | ||||
| 000 Xxxxxx Xxxx 00 | ||||
| Crookston, MN 56716 |
to any successor or assignee of either party, at the address stated in the notice of success on or
assignment.
SECTION NINE
GOVERNING LAW
This Option Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Minnesota.
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SECTION TEN
AMENDMENT
This Option Agreement may not be amended except by a written instrument signed by the parties
hereto.
SECTION ELEVEN
ASSIGNMENT AND SUCCESSION
This Option and the contract resulting from its exercise shall bind and inure to the
benefit of the heirs, administrators, executors, successors, and assigns of the respective
parties. All rights of Purchaser under this Option may be assigned without restriction, but notice
of each assignment shall be given in writing to Sellers.
DATED
his 16th day of March, 2005.
| SELLER’S: | PURCHASER: | |||||||||
| AGASSIZ ENERGY, LLC | ||||||||||
/s/ Xxxxx Xxxxxxxx |
||||||||||
| By | /s/ Xxxxxx Xxxxxxxx | |||||||||
| Its | CHIEF MANAGER | |||||||||
/s/ Xxxxxxxx Xxxxxxxx |
||||||||||
| By | /s/ Xxxxx Xxxxxxxxx | |||||||||
| Its | ||||||||||
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| STATE OF ND | ) | |
| ) ss. | ||
| COUNTY OF Grand Forks | ) |
The foregoing instrument was acknowledged before me this 16th day
of March, 2005, by Xxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxxx, husband and wife,
Sellers.
| /s/ Xxxxxxx X. Xxxxx
|
||||||
| My Comm. Expires: | ||||||
 |
||||||
STATE OF MINNESOTA
|
) | |||||
| )ss. | ||||||
COUNTY OF POLK
|
) | |||||
The foregoing instrument was
acknowledged before me this 12 day of
April, 2005, by Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxxx
the Chief Manager and Treasurer respectively of Agassiz Energy’
LLC, a Minnesota limited liability company, Purchaser
|
/s/
XXXXXX X. XXXX
My Comm. Expires: |
THIS INSTRUMENT WAS DRAFTED BY:
Xxxxxxxxx, Xxxx, Xxx, Xxxxx
& Xxxxxxxxx, P.A.
P.O. Box: 605
Crookston MN 56716
Xxxxxxxxx, Xxxx, Xxx, Xxxxx
& Xxxxxxxxx, P.A.
P.O. Box: 605
Crookston MN 56716
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