MONROE TAX INCREMENTAL FINANCE DISTRICT NUMBER FIVE
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC
THIS AGREEMENT entered into as of October 11, 2000, between Badger State
Ethanol, LLC [the "Purchaser"] and the City of Monroe, a municipality organized
under the laws of the State of Wisconsin [the "City"].
RECITALS
WHEREAS, the City has designated the following described property as
property which is suitable for industrial development [the "Realty"]:
That part of Government Lots 1 and 2 of Section 4, and Government Xxx 0 xx
Xxxxxxx 0, Xxxx 0 Xxxxx, Xxxxx 7 East, Town of Clarno, Green County,
Wisconsin, bounded and described as follows:
PARCEL 1:
Commencing at the N1/4 corner of Section 4, said point being the point of
beginning of this description; thence N89DEG.50'16"E along the North line
of Section 4, 2645.62'; thence S1DEG.38'26"W, 487.49'; thence
Southeasterly 238.32', along the arc of a curve to the left whose radius
is 440.00' and whose chord bears S13DEG.52'35"E, 235.42'; thence
S11DEG.25'21"W, 85.80'; thence S53DEG.51'35"W, 687.60'; thence
S50DEG.49'05"W, 212.04'; thence Southwesterly 20.53', along the arc of a
curve to the left whose radius is 559.73' and whose chord bears
S49DEG.46'03"W, 20.53'; thence Northwesterly 1238.00', along the arc of a
curve to the right whose radius is 5622.49' and whose chord bears
N85DEG.11'58.5"W, 1235.50'; thence N78DEG.53'30"W, 707.51'; thence
N0DEG.32'18"W, 1105.53' to the point of beginning.
PARCEL 2:
Commencing at the N1/4 corner of Section 4; thence N89DEG.50'16"E,
2769.55'; thence N89DEG.55'38"E, 295.94'; thence Southwesterly 583.97',
along the arc of a curve to the left whose radius is 1957.60' and whose
chord bears S7DEG.30'26"W, 581.81'; thence S4DEG.36'26"W, 3.38' to the
point of beginning; thence S4DEG.36'26"W, 157.50'; thence Southwesterly
739.07', along the arc of a curve to the right whose radius is 666.25' and
whose chord bears S36DEG.23'10" W, 701.76'; thence Southwesterly 626.78',
along the arc of a curve to the right whose radius is 5622.49' and whose
chord bears S85DEG.17'56"W, 626.46'; thence Northeasterly, 20.53', along
the arc of a curve to the right whose radius is 559.73' and whose chord
bears N49DEG.46'03"E, 20.53'; thence N50DEG.49'05"E, 212.04'; thence
N53DEG.51'35"E, 883.46'; thence Northeasterly 191.27', along the arc of a
curve to the right whose radius is 4100.00' and whose chord bears
N56DEG.43'04"E, 191.25 to the point of beginning.
EXCEPT Lot 1 of Certified Survey Map Number 2022, as recorded in Volume 6
of Certified Survey Maps of Green County on Page 352, being part of
Government Lot 1 of Section 4 and also Government Xxx 0 xx Xxxxxxx 0, Xxxx
0 Xxxxx, Xxxxx 7 East, Town of Clarno, Green County, Wisconsin.
and,
WHEREAS, pursuant to Section 66.46 of the Wisconsin Statutes, the City has
created Monroe Tax Incremental District Number 5, which the City intends to
enlarged to encompass the Realty and additional lands [the "TIF District"] in
order to facilitate the development of the Realty and other property which
development may be financed in whole or in part through the issuance of
tax-exempt bonds [the "Bonds"], and
WHEREAS, Purchaser wishes to acquire a parcel of land within the Realty,
which parcel consists of approximately 25 acres of land, the approximate
boundaries of which are identified on Exhibit A as the "Development Site" [the
"Development Site"], and
WHEREAS, Purchaser plans to construct certain improvements, including
without limitation the Plant (as defined in paragraph 16.A of this agreement),
on the Development Site, as more particularly set forth in this agreement, for
use as a dry mill ethanol plant and related enterprises [the "Business"], and
WHEREAS, the Council has found that the improvement of the Development Site
as proposed by the Purchaser is in furtherance of the City's goals for the
Realty, and
WHEREAS, the City is willing to sell the Development Site to Purchaser on
the terms and conditions set forth in this agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PURCHASE. Purchaser shall purchase the Development Site for the sum
of $1.00 on the terms and conditions as set forth herein.
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC [PURCHASER]; CITY OF MONROE
Page 2
2. DATE OF CLOSING. This transaction is to be closed at the office of the
City's legal counsel on or before the earlier of June 1, 2001 or the date
Purchaser closes on Purchaser's primary financing, or at such other time and
place as may be agreed in writing.
3. WARRANTIES AND REPRESENTATIONS OF THE CITY. The City hereby warrants
the following:
A. AUTHORITY. The City possesses the full power and authority to
enter into this agreement and to conclude the transaction
described herein, and no contract or Agreement to which the City
is a party prevents the City from concluding the transaction
described herein, nor is the consent of any third party required
therefor, other than as specified herein.
X. XXXXX PLAIN. The Development Site is not located in a flood plain.
C. ZONING. The Development Site, is or will be, zoned in a manner
authorizing the operation of the Business thereon, including the
reconstruction of improvements thereon in case of damage by fire or
other casualty.
D. PENDING EVENTS. The City has no notice or knowledge of any:
1) Planned or commenced public improvements which may result in
special assessments or otherwise materially affect the
Development Site.
2) Government agency or court order requiring repair, alteration
or correction of any existing physical condition of the
Development Site.
3) Underground storage tanks or any structural, mechanical, or
other defects of material significance affecting the
Development Site, including but not limited to the presence of
any dangerous or toxic materials or conditions affecting the
Development Site.
4) Wetland and shoreland regulations affecting the Development
Site.
E. CONTRACTS OR AGREEMENTS. The City is not a party to any lease
agreement affecting the Development Site that relates to any
period beyond the Date of Closing, whether written or oral. The
City is not in default under any contract or lease affecting the
Development Site and has complied with all laws, regulations, and
ordinances applicable to the Development Site.
F. LITIGATION. The City represents and warrants that there is no
litigation or proceeding pending to the City's knowledge against
or relating to the City, or the City's properties or business; nor
does the City know or have reasonable grounds to know of any basis
of any such action or governmental investigation relative to the
City, or the City's properties or business Agreement.
4. WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser hereby
warrants the following:
A. AUTHORITY. The Purchaser possesses the full power and authority to
enter into this agreement and to conclude the transaction
described herein, and no contract or agreement to which the
Purchaser is a party prevents the Purchaser from concluding the
transaction described herein, nor is the consent of any third
party required, other than as specified herein.
B. LITIGATION. The Purchaser represents and warrants that there is no
litigation or proceeding pending to the Purchaser's knowledge
against or relating to the Purchaser, or the Purchaser's
properties or business; nor does the Purchaser know or have
reasonable grounds to know of any basis of any such action or
governmental investigation relative to the Purchaser, or the
Purchaser's properties or business.
5. CONVEYANCE. Upon payment of the purchase price the City shall convey
the Development Site by warranty deed, or other conveyance provided herein,
free and clear of all liens and encumbrances, excepting: municipal and zoning
ordinances, recorded easements for public utilities serving the Development
Site, recorded building and use restrictions and covenants, general taxes
levied in the year of closing, provided none of the foregoing prohibit present
use or Purchaser's intended use as contemplated by this agreement, and the City
shall complete and execute the documents necessary to record the conveyance.
6. LEGAL POSSESSION. Legal possession of the Development Site shall be
delivered to Purchaser on Date of Closing.
7. OCCUPANCY. Occupancy of the Development Site shall be given to
Purchaser on the Date of Closing. Purchaser shall be entitled to reasonable
access to the Development Site at any time prior to the Date of Closing,
provided however, Purchaser shall undertake no construction or excavation
activities prior to the Date of Closing without the prior consent of the City.
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC [PURCHASER]; CITY OF MONROE
Page 3
8. PRO-RATIONS. The following items shall be pro-rated as of the Date of
Closing: general taxes. General taxes shall be pro-rated on the Date of Closing
based on the net general taxes for the current year, if known, otherwise on the
net general taxes for the preceding year.
9. SPECIAL ASSESSMENTS. Special assessments, if any, for work on site
actually commenced or levied prior to date of this agreement, shall be paid by
the City. All other special assessments shall be paid by Purchaser.
10. TITLE EVIDENCE. The City shall provide to Purchaser at the City's
expense at least five (5) business days before the Date of Closing, the
Purchaser's choice of:
A. An abstract of title prepared by an attorney or abstract company;
or
B. A commitment from a title insurance company licensed in Wisconsin
to issue title insurance, upon recording of proper documents, in
the amount of $400,000 showing title to the Development Site as of
a date no more than 15 days before such title proof is provided to
Purchaser to be in the condition called for in this agreement, and
further subject only to liens which will be paid out of the
proceeds of the closing and standard title insurance exceptions or
abstract certificate limitations, as appropriate. Purchaser shall
notify the City of any valid objection to title in writing by
closing. The City shall have a reasonable time, but not exceeding
30 days, to remove the objections, and the Date of Closing shall
be extended as necessary for this purpose.
11. PURCHASER'S CONTINGENCIES. The Purchaser's obligation to perform
pursuant to this agreement is contingent upon the following, such contingencies
to be either performed or completed to the reasonable satisfaction of the
Purchaser or, in the sole discretion of Purchaser, waived in a writing
delivered to the City:
A. PHASE I ENVIRONMENTAL STUDY. The City shall, not less than 15 days
prior to the Date of Closing, deliver to the Purchaser a Phase I
Environmental Study report showing that no material environmental
concerns have been identified to the reasonable satisfaction of
Purchaser on the Development Site.
B. TITLE TO THE DEVELOPMENT SITE. The City obtaining binding
commitments, with no unsatisfied contingencies, to convey to the
City, or the City's designee, merchantable title to the
Development Site prior to or on the Date of Closing. The
Purchaser's obligation to perform subsequent to the Date of
Closing is contingent upon the City conveying merchantable title
to the Development Site to the Purchaser on the Date of Closing.
C. REPRESENTATIONS AND WARRANTIES REMAIN CORRECT. The representations
and warranties made by the City herein shall be substantially
correct on the Date of Closing, as though such representations and
warranties had been made on the Date of Closing, except to the
extent such representations and warranties are affected by
transactions contemplated herein or changes occurring in the
ordinary course of business.
D. COUNCIL RESOLUTION. The City shall, at the Closing, deliver to the
Purchaser a duly executed copy of its resolution authorizing the
transaction described herein, including if applicable the issuance
of the Bonds on a tax-exempt basis, which resolution shall form a
part of this agreement.
E. FAILURE OF CONTINGENCY. If any contingency provided herein shall
not be met in whole or in part, then Purchaser may declare this
agreement to be null and void.
12. CITY'S CONTINGENCIES. The City's obligation to perform pursuant to
this agreement is contingent upon the following:
A. PURCHASER'S FINANCING. The Purchaser delivering to the City a
written commitment for financing, in a form satisfactory to the
City, for improvements to the Development Site of not less than
$7,000,000 to be constructed pursuant to this agreement. Such
Financing shall contain no contingencies other than the
Purchaser's Contingencies set forth herein.
B. REPRESENTATIONS AND WARRANTIES REMAIN CORRECT. The representations
and warranties made by the City herein shall be substantially
correct on the Date of Closing, as though such representations and
warranties had been made on the Date of Closing, except to the
extent such representations and warranties are affected by
transactions contemplated herein or changes occurring in the
ordinary course of business.
C. FAILURE OF CONTINGENCY. If any contingency provided herein shall
not be met in whole or in part, then the City may declare this
agreement to be null and void.
13. SURVEY. Upon the waiver or satisfaction of all contingencies set forth
herein, the City shall cause a certified survey of the Development Site to be
prepared and recorded prior to the Date of Closing at the City's sole expense.
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC [PURCHASER]; CITY OF MONROE
Page 4
14. ASSISTANCE FROM THE STATE OF WISCONSIN. The City shall pursue its
application to the Wisconsin Department of Commerce for grant monies of not
less than $300,000 for improvements to be made by the City pursuant to this
agreement. The City shall reject any such grant if the terms under which it is
granted are not acceptable to the Purchaser. If for any reason the City fails
to receive a grant in the amount of $300,000 or more from the Wisconsin
Department of Commerce for improvements to be made by the City pursuant to this
agreement, then if the amount received by the City is less than $300,000,
Purchaser shall be liable to the City for the difference between the actual
amount of such grant received by the City and $300,000. At the option of
Purchaser, any liability of Purchaser established pursuant to this paragraph
may be paid in the following manner:
A. A waiver of work to be performed by the City pursuant to this
agreement in an amount that will reduce the costs incurred by the
City by not less than $300,000, or.
B. Payment to the City in cash, in which case such payment shall be
tendered on or before the first July 31 following the date such
assistance was anticipated to be received, or
C. Levied as a special assessment against the Development Site on the
first date such levy may be made following the date such
assistance was anticipated to be received, with repayment of such
levy amortized over not less than 5 years with all terms of such
repayment to be substantially similar to terms offered by the City
in connection with the City's sidewalk program. If the Purchaser
selects this option then the City shall have the option to elect
to not levy a special assessment in which case the repayment by
Purchaser shall be made directly to the City.
15. CITY'S OBLIGATIONS. At the time Purchaser constructs the improvements
required by this agreement, the City shall:
A. SANITARY SEWER LATERAL. Extend a sanitary sewer lateral to a point
designated by Purchaser within the mechanical room to be
constructed by Purchaser within the process building, the location
of which is shown on Exhibit A but not more than 40 feet from the
interior side of the foundation wall of the building located
nearest to the existing sanitary sewer main. City represents that
adequate levels of sanitary sewer service (as reasonably determined
by Purchaser) will be available to serve the Development Site and
meet the needs of Purchaser's intended use thereof, including the
service required by the Plant and Business. Purchaser states that
the intended discharges from the Plant and Business will consist
only of sanitary waste generated from bathroom, laboratory and
similar facilities in the Plant and Business; provided however,
1) That if the DNR refuses to permit Purchaser to discharge the
"blow down" generated from the cooling tower directly into an
adjacent stream, then City will permit Purchaser to discharge
such "blow down" directly into the sanitary sewer system.
2) In the event of a plant process wastewater treatment equipment
failure or upset, Purchaser will be allowed to discharge
process waste water to the City wastewater treatment plant via
the sanitary sewer.
3) Purchaser shall pay for treatment of all waste generated from
the Plant and Business in accordance with the City's normal
rate structure for the kinds of waste generated by the Plant
and Business computed in accordance with the City's normal
procedures as set forth in the Monroe City Code.
4) City shall not be required to accept waste which the City's
wastewater treatment plant is either not designed to accept or
not licensed to accept.
B. WATER LATERAL. Extend a water lateral to a point designated by
Purchaser within the mechanical room to be constructed by
Purchaser within the process building, the location of which is
shown on Exhibit A. City represents that adequate levels of water
service (as reasonably determined by Purchaser) will be available
to serve the Development Site and meet the needs of Purchaser's
intended use thereof, including the service required by the Plant
and Business.
C. CRUSHED ROCK. Deliver and place on the Development Site as
directed by Purchaser crushed rock in an amount not exceeding
1,000 cubic yards.
D. ROAD. The City shall construct a road running from 4th Avenue,
West in a westerly direction between 4th Avenue West to a point on
the north boundary of the Development Site at the approximate
location shown on Exhibit A [the "New Road"]. The City reserves
the right to designate that portion of the New Road lying outside
the boundaries of the Development Site as a public street for use
by any vehicle that may lawfully be operated on a City street. The
New Road shall meet Purchaser's reasonably anticipated traffic
needs with minimum specifications as reasonably determined by
Purchaser and shall be constructed to the following standards:
1) The right-of-way for the New Road shall be of a sufficient
width and shall otherwise be prepared to standards which
permit the New Road to be dedicated as a city street.
2) The surface of the New Road shall be paved with the City's
choice of asphalt or concrete.
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC [PURCHASER]; CITY OF MONROE
Page 5
E. ROUGH GRADING AND EROSION CONTROL. Complete rough grading of the
Development Site and install such erosion control facilities as
may be necessary to enable the Purchaser to complete the
construction required by this agreement, such rough grading and
erosion control facilities to be completed and installed pursuant
to specifications reasonably determined by Purchaser.
F. UNFORESEEN CIRCUMSTANCES. The City shall not be in default if the
construction required by this subparagraph cannot be completed
within the time provided due to circumstances beyond the City's
control, including without limitation, adverse weather conditions
which preclude timely completion of construction.
16. PURCHASER'S OBLIGATIONS. Upon closing, the Purchaser shall undertake
the following:
A. CONSTRUCTION OF DRY MILL ETHANOL PLANT. Construction on the
Development Site of a dry mill ethanol plant with a design
capacity of 40,000,000 gallons of ethanol per year [the "Plant"].
Construction of the Plant shall be substantially completed on or
before June 1, 2002. Of the total investment in the Plant, not
less than $7,000,000 shall represent the value of the Development
Site and permanent improvements to the real estate value of the
Development Site.
B. RAIL SPUR. Construct one or more rail spurs running from the
existing rail line located south of the Development Site to a
point west of the site of the Process Building depicted on Exhibit
A. The City shall retain an easement allowing the City to connect
to such rail spur at a point east of the Development Site and to
extend an additional spur in a northerly direction to serve future
development to the north or east of the Development Site. The
Purchaser shall permit the City to install switching facilities
and such additional track as may be necessary to enable use of the
spur for the purposes herein stated, provided however, the
construction and location of such facilities shall not adversely
impact operations of the Plant or any planned future expansion of
the Plant or related processing facilities, located within the
Development Site.
C. CONSTRUCTION STANDARDS. Each of the improvements required by this
subparagraph shall:
1) Be constructed with quality materials and finished in a manner
that projects a quality image for the Purchaser and other
potential occupants of the Realty.
2) Be served by a paved driveway and parking area. The Purchaser
shall obtain the prior approval of the City for the location,
construction and materials used for the driveway and parking
area. Approval by the City shall not be unreasonably denied,
provided however, the City may require construction which will
be in keeping with the objective of enhancing the overall
image of the Realty.
D. UNFORESEEN CIRCUMSTANCES. The Purchaser shall not be in default if
the construction required by this subparagraph cannot be completed
within the time provided due to circumstances beyond the
Purchaser's control, including without limitation, adverse weather
conditions which preclude timely completion of construction.
E. CITY RIGHT OF ACCESS TO DEVELOPMENT SITE. Purchaser shall permit
representatives of the City to have access to the Development Site
and any improvements constructed thereon at all reasonable times
when the City deems access necessary to insure compliance with the
terms and conditions of this agreement, including but not limited
to, access for inspection of all work being performed in
connection with the construction of the improvements, provided
such access shall be made without disruption to the construction
and operation of the Plant and Business.
F. MINIMUM FAIR MARKET VALUE OF LAND AND IMPROVEMENTS. The Purchaser
hereby warrants that, on or before January 1 of the year stated
herein, the fair market value of the Development Site, and real
estate improvements to the Development Site, will total not less
than the following amounts [the "Minimum Fair Market Value"]:
Year Minimum Fair Market Value Year Minimum Fair Market Value
2002 $ 10,000,000 2007 $ 10,000,000
2003 $ 10,000,000 2008 $ 10,000,000
2004 $ 10,000,000 2009 $ 10,000,000
2005 $ 10,000,000 2010 $ 10,000,000
2006 $ 10,000,000 2011 $ 10,000,000
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC [PURCHASER]; CITY OF MONROE
Page 6
G. NON-PERFORMANCE PENALTY. If the Purchaser shall fail to achieve
the required Minimum Fair Market Value for any given year, then
the City may impose a Non-performance Penalty.
1) MAXIMUM NON-PERFORMANCE PENALTY. As used in this agreement the
Maximum Non-performance Penalty for any year shall be the
following [the "Maximum Penalty"]:
Year Maximum Penalty Year Maximum Penalty
2002 $ 280,000 2007 $ 280,000
2003 $ 280,000 2008 $ 280,000
2004 $ 280,000 2009 $ 280,000
2005 $ 280,000 2010 $ 280,000
2006 $ 280,000 2011 $ 280,000
2) COMPUTATION OF NON-PERFORMANCE PENALTY. The actual
Non-performance penalty imposed for any year shall be
determined by the following formula:
Maximum Penalty X (1 - (Actual Fair Market Value / Minimum
Fair Market Value))
3) NOTICE OF NON-PERFORMANCE PENALTY. If a Non-performance
Penalty shall be due for any year, the City may provide
Purchaser with a Notice of Non-performance Penalty setting
forth a calculation of the amount of the Non-performance
Penalty [the "Notice of Non-performance Penalty"].
4) PAYMENT OF NON-PERFORMANCE PENALTY. Commencing with the year
2002, and for each year thereafter through the year 2013 or
until the TIF District is dissolved, the Purchaser shall pay
to the City the amount of any Non-performance Penalty for
which the City has provided the Purchaser with a Notice of
Non-performance Penalty. Payment of the Non-performance
Penalty shall be in a single installment due on or before a
date 15 days following delivery of the Notice of
Non-performance Penalty or July 31 of the year in which the
Notice of Non-Performance Penalty is delivered, whichever is
later. Purchaser's payments shall be made to a segregated
fund maintained by the City for the TIF District.
5) INTEREST ON UNPAID NON-PERFORMANCE PENALTY. If the City has
delivered the Notice of Non-performance Penalty, then in
addition to the principal amount of the Non-performance
Penalty, the Purchaser shall pay the City interest at the rate
of 18.0% per annum, computed on the principal amount of the
Non-performance Penalty, from the date payment is due.
6) COSTS AND REASONABLE FEES. If Purchaser shall fail to pay any
Non-performance Penalty within 15 days following delivery of
the Notice of Non-performance Penalty, then the City may
commence proceedings to collect any unpaid Non-Performance
Penalty and the Purchaser agrees to pay, in addition to all
other sums due the City, all costs and expenses of any legal
proceeding, plus a reasonable sum as attorney's fees.
7) NO WAIVER. Failure of the City to provide Purchaser with a
Notice of Non-performance Penalty or otherwise enforce payment
of the Non-performance Penalty in one or more years shall not
be deemed a waiver of the right to enforce payment at a later
time, together with interest and any costs or attorney's fees
due pursuant to this agreement.
17. MORTGAGE. The Purchaser shall deliver to the City at the closing a
State Bar of Wisconsin Form 6-L Mortgage, properly executed and in a form
suitable for recording [the "Mortgage"]. The Mortgage shall secure the
performance by the Purchaser of the various covenants of this agreement. The
City shall subordinate the lien of the Mortgage to the mortgage lien of the
lender providing primary financing for initial construction of the Plant and
installation of equipment in the Plant by execution and recording of a
subordination agreement reasonably acceptable to such Lender and the City, but
not to the interest of equity investors. The mortgage shall contain a clause
which prohibits foreclosure without the consent of the primary lender until
such time as the original construction financing is paid in full. The Mortgage
shall be released on or before the dissolution of Tax Incremental Finance
District Number 5.
18. ADDITIONAL INSTRUMENTS. Each party shall be under a continuing duty to
execute any instrument or take any action that may be reasonably necessary to
secure in the respective parties the rights afforded by this Agreement,
including without limitation the execution of agreements with one or more
Departments of the State of Wisconsin related to the application of the City
for financial assistance with the construction of infrastructure improvements
required by this agreement.
19. NO ARMS LENGTH TRANSACTION. The Purchaser and the City each
acknowledges that Purchaser's acquisition of the Development Site is not the
product of an arms-length transaction and the Purchase Price for the
Development Site does not reflect the actual fair market value for the
Development Site. Neither the Purchaser nor the City shall use the Purchase
Price as evidence of fair market value in any judicial or quasi-judicial
proceeding where the fair market value of the Development Site is at issue.
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC [PURCHASER]; CITY OF MONROE
Page 7
20. NOTICES. Notices required by this agreement shall be sent to the
respective parties at the addresses set forth below. The place of notice may be
changed by appropriate registered or certified mailing to the parties at the
following addresses:
NOTICE TO PURCHASER: NOTICE TO CITY:
Xxxx Xxxxxx Xxxxx X. Xxxxx
00000 Xxxxxxxxxxxx Xxxx Xxxx Xxxxx
Xxxx, Xxxxxxxx 00000 City of Monroe
0000 00xx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000
With a copy to:
Xxxxxxxxx & Xxxxxx PLLP
Attn: Xxxxx X. Xxxxxxxx
4200 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
21. SEVERABILITY. If any provision of this agreement is held to be
unenforceable, in whole or in part, by a court of competent jurisdiction, the
remaining provisions, or portions thereof, shall not be affected thereby and
effect shall be given to the intent manifested by the provisions, or portions
thereof, held to be enforceable.
22. CHOICE OF LAW. This agreement shall be governed by and construed under
the laws of the State of Wisconsin.
23. PARAGRAPH HEADINGS. The various paragraph headings are inserted for
convenience of reference only, and shall not affect the meaning or
interpretation of the Agreement or any section thereof.
24. BINDING EFFECT. This agreement shall bind and inure to the benefit of
the successors, assigns, personal representatives, heirs and legatees of the
parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first above written.
CITY OF MONROE
By: /s/ Xxxxxxx X. Xxxx, Xx. By: /s/ Xxxxx X. Xxxxx
-----------------------------------[Seal] ---------------------------
[Seal]
Xxxxxxx X. Xxxx, Xx., Mayor Xxxxx X. Xxxxx, City Clerk
BADGER STATE ETHANOL, LLC
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxx Xxxxxx
-----------------------------------[Seal] ---------------------------
[Seal]
Xxxx Xxxxxxxx, Member Xxxx Xxxxxx, Member and
Chairman of the Board
PURCHASE AND DEVELOPMENT AGREEMENT
BADGER STATE ETHANOL, LLC [PURCHASER]; CITY OF MONROE
Page 8
AUTHENTICATION
Signatures of Xxxxxxx X. Xxxx, Xx. and Xxxxx X. Xxxxx authenticated this
____ day of October 2000.
/s/ Xxx X. Xxxxx
-------------------------------------
Xxx X. Xxxxx
TITLE: MEMBER STATE BAR OF WISCONSIN
ACKNOWLEDGMENT
STATE OF WISCONSIN
COUNTY OF GREEN
Personally came before me this this 11th day of October 2000, the
above-named Xxxx Xxxxxxxx and Xxxx Xxxxxx to me known to be the persons who
executed the foregoing instrument and acknowledge the same.
This instrument was drafted by
Xxx X. Xxxxx /s/
Xxxxxxx & Xxxxx Law Offices, S.C. --------------------------------------
X.X. Xxx 00 Notary Public, Green County, Wisconsin
Xxxxxx, Xxxxxxxxx 00000 My Commission expires 2/22/2004
(000) 000-0000 ----------------
