EXHIBIT 10.2
OPTION TO PURCHASE
THIS AGREEMENT made this 28th day of February, 2002, by and between Owner,
MR\BK, LLC, (hereinafter "MR\BK"), 0000 Xxxxxxx Xxxxxx, Xxxxxxx xx Xxx,
Xxxxxxxxx 00000, and Option holder, United Wisconsin Grain Producers, LLC,
(hereinafter "United Grain"), c/o Xxxxx X. Xxxxx, X0000 Xxxxxx XX, Xxxxxxxx,
Xxxxxxxxx 00000.
WHEREAS, MR\BK is the holder of an Option to purchase the parcels of real
estate described on Exhibit I attached hereto, hereafter "the Property;";[sic]
and
WHEREAS, United Grain desires to obtain an Option to purchase at least
thirty (30), but not more than fifty (50) acres of the Property;
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
an Option payment as set forth below and Other Valuable Consideration, the
receipt and adequacy of which is hereby acknowledged, MR\BK hereby grants to
United Grain an exclusive Option to Purchase a portion of the Property on the
following terms:
1. OPTION PAYMENTS:
(A) An Option payment of Five Thousand Dollars ($5,000.00) covering
the initial Option period; that is, through August 31, 2002, shall be paid at
the execution of this Option to Purchase.
(B) If this Option has not been exercised by August 31, 2002,
commencing on September 1, 2002, this Option shall be extended for an additional
period of twelve (12) months. Option payments during the extension period shall
be $1,000.00 per month, due and payable on or before the first of each month of
the extension period.
(C) Upon exercise of this Option to Purchase, all Option payments
shall be applied to the purchase price at closing.
(D) Said Option payments shall not be refundable if this Option is
not exercised.
2. PURCHASE PRICE: All Option payments as set forth above shall be
applicable toward the purchase price. Said
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purchase price shall be the sum of Twenty-Five Thousand and no/100 Dollars
($25,000.00) per acre. Said purchase price of $25,000.00/acre applies to those
parcels to be purchase subject to this Option to Purchase as described on
Exhibit I attached hereto.
3. OPTION REAL ESTATE: The real estate subject to this Option to Purchase
is generally described on Exhibit I. United Grain agrees that it shall purchase
at least thirty (30), but not more than fifty (50) acres of the Property. The
actual description of the real estate to be conveyed pursuant to the terms of
this Option shall be surveyed at United Grain's expense prior to exercise of the
Option by United Grain. Portions of the Property not included in the surveyed
description of the real estate to be conveyed to United Grain shall no longer be
subject to this Option. United Grain shall release any Option rights it may have
in said property at the request of MR\BK..[sic]
4. EXERCISE OF OPTION: United Grain shall have the right to exercise this
Option to Purchase on the terms set forth herein on or before midnight,
September 1, 2002 (initial Option term). This Option to Purchase may be extended
until midnight, September 1, 2003, upon payment of additional Option payments of
$1,000.00 per month as set forth at Paragraph 1(B) above.
5. NOTICE OF ELECTION TO EXERCISE; FORM OF NOTICE: United Grain shall
exercise its Option to Purchase by submitting its election to exercise on Form
WB-13 "Vacant Land Offer to Purchase", a copy of which is attached and
incorporated herein by this reference. The Offer submitted by United Grain shall
incorporate the terms and conditions of this Option, including the surveyed
description of the real estate to be purchased. The completed Offer shall then
be tendered to MR\BK at the address set forth below:
OWNER:
MR\BK, LLC
0000 Xxxxxxx Xxxxxx
Xxxxxxx xx Xxx, Xxxxxxxxx 00000
Failure to comply with the terms and conditions set forth in this
paragraph within the time limit stated above may result in this Option being
declared null and void, all monies paid forfeit, and all rights hereunder
terminated.
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6. EVIDENCE OF TITLE: Within sixty (60) days after delivery of the notice
described in Paragraph 5 above, MR\BK shall, at MR\BK's sole expense, provide
United Grain with a commitment of Title Insurance showing merchantable title in
the name of MR\BK, LLC. United Grain shall have fifteen (15) days thereafter to
examine title and make any objections to the merchantability of title to MR\BK,
in writing, or they shall be deemed waived. If the title commitment discloses
any title defects, MR\BK shall attempt to resolve the objections of United grain
[sic] or the title defects as soon as reasonably possible. In the event MR\BK is
unable to resolve the objections of United Grain or the disclosed title defects,
United Grain shall have the option of either declaring this Option null and void
or accepting title to the Property as disclosed by the title commitment.
7. ADDITIONAL PROVISIONS PRIOR TO CLOSING: The following conditions shall
apply to this Option to Purchase:
(A) United Grain has the right to do soil boreings and any other
testing it deems necessary and United Grain shall have a right to enter on the
real estate subject to this Option to Purchase for said purposes. United Grain
agrees that it will be responsible for any damage done to the present Tenant's
crops or plantings and that United Grain shall coordinate any testing of the
Property with the present Tenant to minimize damage to Tenant's crops or
plantings. United Grain shall have the responsibility to return the property to
its prior condition following such soil boreings or other testing.
(B) The consummation of the transaction contemplated by this Option
and ultimate conveyance of the Property to United Grain shall be contingent on
the parties to this Option, along with the Village of Arlington, entering into
various agreement(s) suitable to the parties and the Village of Arlington
regarding the disposition and/or allocation of monies made available to the
parties by the Village of Arlington through the Village's TIF district.
8. CLOSING: Closing shall take place within twenty days of acceptance of
condition of title by United Grain.
9. CONVEYANCE: MR\BK shall be responsible for payment of the transfer fee
and conveyance shall be Warranty Deed showing no exceptions in warranty except
the standard exceptions generally contained in Schedule B Section II of a Title
Insurance Commitment.
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10. PRORATIONS: Taxes and special assessments for the year of purchase
shall be prorated to the date of closing, based upon the taxes for the previous
year, unless current year's taxes are known.
11. ASSIGNMENT: This Agreement shall not be assigned by either party
without the prior express written consent of the other party.
12. SURRENDER OF RIGHTS: Should United Grain fail to exercise the Option
rights provided hereunder within the time herein specified, all rights and
privileges granted hereunder shall be completely surrendered and deemed void,
and this Option terminated. At the request of MR\BK, United Grains shall execute
a release of its rights hereunder in recordable form as to the Property, or any
portion thereof.
If United Grain refuses or fails to execute the release described
herein, the parties hereto agree that MR\BK may cause this document to be
recorded, at its sole option. In the event this Agreement is recorded, all
rights and privileges granted United Grain herein shall be extinguished and the
Option granted United Grain hereunder shall terminate.
13. BREACH OF OWNER: Failure of MR\BK to cooperate or otherwise perform
pursuant to the terms of this Option shall constitute a breach of this agreement
and all monies paid by United Grain to MR\BK shall be returned to United Grain
on demand or United Grain may initiate a legal action for specific performance.
14. RIGHT TO RECORD AFFIDAVIT: Either party shall have the right to record
and affidavit giving notice of the existence of this Option to Purchase in the
office of the Register of Deeds of Columbia County, Wisconsin.
15. MODIFICATIONS TO THIS AGREEMENT: Any changes to this Option to
Purchase shall be in writing and signed by both parties in order to be of legal
affect as a modification to this document.
16. BINDING AGREEMENT: This Option to Purchase shall be binding upon the
parties thereto, their heirs, personal representatives, successors and assigns.
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17. DISPUTE RESOLUTION: This Agreement shall be interpreted under the laws
of the State of Wisconsin and any disputes regarding this Agreement shall be
decided in the Courts of Columbia County, Wisconsin, unless otherwise
specifically agreed to by the parties.
IN WITNESS WHEREOF, we have executed this Option on the date set forth
below.
MR/BK, LLC
By:
Dated: 2/28/02 /s/ Xxxxxxx X. Xxxx
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UNITED WISCONSIN GRAIN PRODUCERS, LLC
By:
Dated: 2/28/02 /s/ Xxxxx Xxxxx, Pres.
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AUTHENTICATION
Signatures of Xxxxx Xxxxx and Xxxxxxx X. Xxxx authenticated this 28 day of
February, 2002.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
MEMBER STATE BAR OF WISCONSIN
This Agreement drafted by, and after recording, should be returned to:
Attorney Xxxx X. Xxxxx
XXXXXXX XXXXX XXXX & XXXXX, Ltd.
X.X. Xxx 0, Xxxxxxx xx Xxx, XX 00000
608.643.2456
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EXHIBIT I
OPTION TO PURCHASE
Dated 2-28, 2002
OWNER: MR/BK, LLC
OPTIONHOLDER: UNITED WISCONSIN GRAIN PRODUCERS, LLC
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LEGAL DESCRIPTION:
The following described parcels located in the Town of Arlington and the City of
Arlington, Columbia County, Wisconsin.
PARCEL 1:
Parcel 1 contains approximately 35 acres and consists of Lots K, L, O and P of
the Preliminary Plat Map dated 12/11/01 prepared by Xxxxx Engineering, LLC, a
copy of which is attached hereto and made a part hereof.
PARCEL 2:
Parcel 2 contains approximately 18 acres and consists of Lots M and Q of the
Preliminary Plat Map dated 12/11/01 prepared by Xxxxx Engineering, LLC, a copy
of which is attached hereto and made a part hereof.
PARCEL 3:
Parcel 3 contains approximately 3 acres and is more particularly described as
follows:
Starting at point 200 feet East of the Southwest corner of Lot O of the
Preliminary Map dated 12/11/01 prepared by Xxxxx Engineering, LLC, a copy
of which is attached hereto and made a part hereof; thence 200 feet West
thence Southerly along the Westerly boundary of said parcel to the railroad
right-of-way; thence Southeasterly along said railroad right-of-way 100
feet; thence Northerly to the point of beginning; subject to the following:
To be adjusted to the engineering requirements for the construction of a
railroad switch and spur, and further subject to a final professional survey and
description.
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PARCEL 4:
Parcel 4 contains approximately 9.94 acres and is more particularly described as
Xxx 0 xx Xxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxx One.
TAX PARCEL NOS: To be determined
PLANT SITE LOCATION
The plant will be located as shown on attached map. Final location will be
determined by soil tests and engineering work. Both parties agree to locate the
plant as far South and to use the minimum amount of acres as possible.
MR\BK, LLC
By:
Dated: 2-28-02 /s/ Xxxxxxx X. Xxxx
-----------------------------------
United Wisconsin Grain Producers, LLC
By:
Dated: 2-28-02 /s/ Xxxxx Xxxxx
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