HomeMy WebLinkAboutResolution 2017 (43) Resolution No. 43 (2017)
ST ROUK,,, RESOLUTION AUTHORIZING PURCHASE OF PUBLIC
r:^kR ��e LANDS
1 WHEREAS, the St. Croix County Outdoor Recreation Plan, adopted by the County
2 Board of Supervisors identifies a high priority to acquire lands in the St. Croix River watershed,
3 along the Lower St. Croix River and adjacent to existing park facilities, to protect scenic,
4 threatened, environmentally sensitive, historic, cultural or native natural areas and provide access
5 for the public to the St. Croix River National Scenic Riverway; and
6 WHEREAS, St. Croix County is projected to continue to be the fastest-growing county in
7 Wisconsin and preservation of open space and expansion of existing park facilities is
8 needed to serve a growing population; and
9 WHEREAS, St. Croix County entered into a Cooperative Agreement for Riverway
10 Mitigation as part of the St. Croix River Crossing Project with the Minnesota Department of
11 Transportation, MN/DOT Agreement No. 95705 on April 19, 2012,per the agreement, St. Croix
12 County received $2 million for mitigation to blufflands to provide replacement lands that offset
13 the impacts of a new crossing on the Wisconsin bluff and provide land and water conservation,
14 scenic protection and low-impact public recreation; and
15 WHEREAS, St. Croix County entered into another Cooperative Agreement with the
16 Wisconsin Department of Natural Resources on May 1, 2017,per the agreement, St. Croix
17 County received $1.8 million to acquire land that meets the stated conditions, goals and
18 objectives of Agreement No. 95704; and
19 WHEREAS, a contract to purchase real property of 114.37 acres for $3.2 million plus
20 shared closing costs from Eckert Family, LLLP, was entered into on September 14, 2017
21 (Exhibit A); and
22 WHEREAS, acquisition of 114.37 acres of undeveloped land located along the St. Croix
23 River, containing 1,550 feet of bluffline and shoreline meets the objectives of the Bluffline
24 Mitigation MOU per Agreement No. 95705; and
25 WHEREAS, the 114.37 acres is adjacent to 53 acres of St. Croix River property,
26 purchased by St. Croix County in 2015; these combined acres would protect over 3,100 feet of
27 shoreline and bluffline and would provide public access to over 167 acres of greenspace along
28 the St. Croix River and in the St. Croix Valley; and
29 WHEREAS, acquisition of the 114.37 acres is an opportunity to permanently preserve the
30 ecological integrity of the St. Croix Riverway by protecting the habitat for approximately 25
31 endangered or threatened species in a unique and ecologically sensitive area and protect unique
32 resources including natural hard water springs and old growth oak, elm and central hardwoods;
33 and
34 WHEREAS, St. Croix County submitted a 2017 grant application to the Wisconsin
35 Department of Natural Resources, Knowles-Nelson Stewardship Program for at least $400,000
36 in financial assistance, to be utilized for the 114.37 acre land acquisition and related expenses;
37 and
38 WHEREAS, St. Croix County has consulted with and received concurrence from
39 Wisconsin Department of Natural Resources (DNR) to purchase the 114.37 acres; and
40 WHEREAS, the acquisition is conditioned upon receiving a WDNR grant of at least
41 $400,000 or other outside funding, approval by the St. Croix County Board of Supervisors and
42 satisfaction of additional conditions as outlined in the Contract to Purchase (Exhibit A).
43 THEREFORE, be it resolved that the St. Croix County Board of Supervisors approves
44 the purchase of 114.37 acres (per Exhibit "A") from the Eckert Family LLLP for three million
45 two hundred thousand dollars ($3,200,000)under the terms and conditions of the Contract to
46 Purchase (Exhibit A).
47 FURTHER, be it resolved that $2,869,000 of St. Croix River Crossing Project funds
48 (SCRCP),provided through the MN/DOT Agreements No. 95705 and No. 95704 which are non-
49 levy funds, will be utilized for acquisition, shared closing costs and related expenses; and
50 FURTHER, be it resolved that at least $400,000 of the Wisconsin DNR, Knowles-Nelson
51 Stewardship Grant, if received, be utilized for the acquisition shared closing costs and related
52 expenses of the property; and
53 FURTHER, be it resolved by the St. Croix County Board of Supervisors that the 114.37
54 acres is acquired under MN/DOT Agreement No. 95705 and No. 95704 Cooperative Agreement
55 for Riverway Mitigation Items as part of the St. Croix River Crossing Project between The
56 Minnesota Department of Transportation and St. Croix County, Wisconsin, and per that
57 agreement are considered protected lands which will be perpetually maintained for land and
58 water conservation purposes, scenic protection and other compatible uses, including low-impact
59 public recreation; and
60 FURTHER, be it resolved that the Community Development Department shall comply
61 with all Stewardship laws and regulations and will meets its obligations under the terms of the
62 grant; and
63 FURTHER, St. Croix County will consult with the Wisconsin State Historic Preservation
64 Officer(WisSHPO), the Minnesota State Historic Preservation Officer (MnSHPO) and other
65 consulting parties, including Indian tribes, as appropriate in accordance with 36 CFR §§ 800.3 -
66 800.5 to determine if historic properties will be affected; and
67 FURTHER, St. Croix County agrees to other conditions as outlined in "Exhibit A"; and
68 FURTHER, be it resolved the St. Croix County Board of Supervisors authorizes the
69 expenditure of funds in the following accounts for the purchase in the following amounts:
Account Name Account Number Expenditure
Bluffland Mitigation Expenditure through Fund Transfer
SCRCP - Co Bluffland Mitigation 410-000000-58326-0000 $ 869,317
SCRCP - Greenspace 410-000000-58324-0000 $ 200,000
SCRCP - Transfer from WI DNR 410-000000-48920-0000 $1,800,000
WI DNR, Knowles-Nelson Stewardship Grant $ 400,000
St Croix River Crossing Expenditure Totals 410-000000-48921-0000 $3,269,317
Legal—Fiscal—Administrative Approvals:
Legal Note:
Fiscal Impact: Land purchase is funded by grant dollars.
JA
W-1 Cox,Corpvrao ouunseil 9/,f5/2017 hart M' Fiace ixecior 9 112�I7
Pa ck Tho�ps�,County Admini 411.5=1°7
09/20/17 Administration Committee APPROVED
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RESULT: APPROVED [UNANIMOUS]
MOVER: Jill Ann Berke, Vice Chair
SECONDER: Scottie Ard, Supervisor
AYES: Sjoberg, Moothedan, Berke, Ard, Leibfried
Vote Confirmation.
Roy Sjdb6 g,Super + nr 9/24/20D
St. Croix County Board of Supervisors Action:
Roll Call -Vote Requirement— Majority of Supervisors Present
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RESULT: ADOPTED [UNANIMOUS]
MOVER: Jill Ann Berke, Supervisor
SECONDER: Tom Coulter, Supervisor
AYES: Sicard, Babbitt, Coulter, Sjoberg, Long, Moothedan, Nelson, Berke, Ostness,
Larson, Hansen, Ard, Brinkman, Peterson, Anderson,Achterhof, Leibfried, Peavey
This Resolution was Adopted by the St. Croix County Board of Supervisors on October 3, 2017
Cindy Campbell, County Clerk
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
CONTRACT TO PURCHASE REAL PROPERTY
The County of St. Croix (hereinafter referred to as "Buyer"), a body corporate, and Eckert Family
LLLP, (hereinafter referred to as "Seller") do hereby agree as follows (this "Contract")
1. Seller warrants and represents that it is the fee simple owner of record of St. Croix County
Parcels Numbers 030-2024-50-000, 020-1111-10-000, 030-2024-40-000, in St. Croix
County, State of Wisconsin, legally described in the attached Exhibit A and depicted on the
attached Exhibit A-1 (hereinafter referred to as "Premises").
2. For and in consideration of the mutual covenants and subject to the terms and conditions set
forth herein, the Seller agrees to sell and convey, and the Buyer agrees to purchase, the
Premises.
3. Purchase Price.
a. The purchase price for the Premises is three million two hundred thousand dollars
($3,200,000) (the "Purchase Price"). The Purchase Price shall be payable as follows:
i. Earnest Money of thirty thousand dollars ($30,000) will be deposited with St.
Croix County Abstract & Title Company ("Title") within two (2) business days
after full execution of this Contract; and
ii. County will pay Seller three million one hundred seventy thousand dollars
($3,170,000) in cash at Closing.
4. Omitted
5. Title review shall be performed as set forth below:
a. Seller has caused Title to furnish a commitment ("Commitment") for an Owner's Policy
of Title Insurance as agent for Old Republic National Title Insurance Company, on its
commitment No. 1733719, which has been provided to Buyer prior to the date hereof.
Within fourteen(14) days after the date of this Contract, Seller shall cause Title to update the
Commitment. The Commitment shall include complete and accurate copies of all matters
described in Schedule B thereof. The Commitment, the Schedule B documents and the
Survey shall collectively be referred to as the "Title Evidence".
b. Buyer acknowledges and agrees that title to the Premises, as represented by the
Commitment, meets Seller's obligation to deliver marketable title to the Premises. Seller has
disclosed to Buyer that the access drive constructed pursuant to the access easement(s)
identified on the Commitment may have been constructed outside of the easement area
identified in such easements. Buyer agrees that this is not an objectionable condition.
c. Buyer shall be entitled to one (1)update to the Commitment(each, an"Update") as apart
of the shared closing costs. The cost of any additional updates shall be solely Buyer's cost.
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d. Buyer will notify Seller of any objections ("Objections") to matters which first appear in
any Update, within ten(10) business days after receiving such Update. As to encumbrances
first appearing on any Update, Seller will cause any encumbrance that can be cured by the
payment of honey and which was caused by an act or omission of Seller (a "Payment
Objection") to be released at Closing and will use commercially reasonable efforts to cure
any other Objection on or before the Closing Date. If all non-Payment Objections are not
cured prior to the later of: (x) ten (10) business days after Seller's receipt of the Objections
(in which case, the contingency period shall be extended until 5:00 CST on such 10th day);
or (y) July 24, 2018 (or October 24, 2018, if properly extended), Buyer will have the option
to do any of the following by notice provided to Seller:
i. With regard to Objections based upon any Update, terminate this Contract
pursuant to Section 15, on or before the July 24, 2018 (or October 24, 2018, if
properly extended), provided that upon such termination, Seller will be entitled to
retain all Earnest Money (and Extension Fees, if applicable), and after such
return, neither Seller nor Buyer shall have any further rights or obligations under
this Contract, except for the Surviving Covenants; or
ii. Waive the Objections and close the transaction contemplated by this Contract as if
such Objections had not been made OR waive the Objections pending Seller's
cure of the Objections at or before Closing, in which case, Buyer's right to
terminate this Contract under Section 3 will extend until Closing.
f. On or before the Closing Date, Title Insurer will furnish to Buyer an owner's title
insurance policy ("Title Policy") issued by Title Insurer pursuant to the Commitment, or a
suitably marked up Commitment initialed by the Title Insurer undertaking to issue a Title
Policy within a reasonable time in the form required by the Commitment, as approved by
Buyer.
6. Seller and Buyer each represent and acknowledge that this is a voluntary acquisition(i.e., an
"arm's length transaction") and that each acted in its own best interest in negotiating and
carrying out this transaction.
7. Seller represents that the Premises is offered for sale on the open market and that there are no
owner or tenant occupants involved, EXCEPT for approximately nineteen (19) acres which
are under an oral "Farmland Rental Agreement," the current term of which extends through
2017. If the Closing Date does not occur prior to December 18, 2017, then Seller will extend
the Farmland Rental Agreement through the 2018 crop year and shall notify tenant that the
"Farmland Rental Agreement" shall terminate at the end of the 2018 crop year. At Closing,
Seller shall assign its interest in the Farmland Rental Agreement to Buyer, provided that
Seller shall retain the right to all rental payments thereunder. Within ten (10) days after the
date of this Contract, Seller agrees to provide a written summary of its understanding of the
business terms of the Farmland Rental Contract, to Buyer and grant Buyer permission to
contact tenant regarding the selection of 2018 crops.
8. Omitted
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Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
9. Seller represents that there are no agreements allowing hunting, camping, boating, cabin
rental or similar uses on the Premises. The foregoing notwithstanding, the Premises is
currently enrolled in the Managed Forrest program, as further disclosed in the Title
Conunitment. Seller shall not perform any harvesting of trees prior to closing. Buyer shall be
solely responsible for any fees or costs to remove the Premises from the Managed Forrest
program.
10. Seller understands that Buyer is not acquiring the Premises by condemnation, and that Buyer
has not exercised or threatened to exercise its power of eminent domain. Neither the Seller,
nor any person or entity occupying the Premises, is entitled to any remedy afforded by Ch. 32
Wis. Stats. as to this transaction. Seller hereby releases Buyer from any and all liability
under Ch. 32 Wis. Stats. as to this transaction. The foregoing notwithstanding, Buyer
acknowledges and agrees that it will not exercise or threaten to exercise its power of eminent
domain with respect to the Premises: (i) during any period where this Contract remains
executory; or (ii) for a period of two (2) calendar years after this Contract expires or is
terminated, for any reason.
11. From and after the date of this Contract, Seller shall allow Buyer and Buyer's agents' access
to the Premises without charge, at all reasonable times, for the purpose of investigation and
testing. Buyer will pay all costs and expenses of such investigation and testing promptly
after the same are incurred and will indemnify Seller and the Premises from all costs,
expenses, losses, claims, damages and/or liabilities arising from Buyer's diligence activities,
expressly including any negligence or misconduct by Buyer and/or any of its agents',
contractors' or representatives' in connection with the inspection of the Premises. Buyer will
repair and restore any damage to the Premises caused by or occurring as a result of Buyer's
testing and return the Premises to substantially the same condition as existed before Buyer's
entry. For clarity, Buyer shall be responsible to the tenant under the Farmland Rental
Agreement for any damage to crops, equipment or other improvements of the tenant caused
by Buyer's diligence activities. Buyer will give Seller twenty-four (24) hours advance
written notice of such investigations and no such investigation may unreasonably disturb
Seller's business operations upon the Premises.
12. Buyer shall keep the results of its diligence activities confidential to the extent possible under
Wisconsin Open Records Law. Seller acknowledges that certain inspections may document
protected or endangered resources, which are considered sensitive and may not be subject to
Wisconsin's Open Records Law.
13. All inspection(s) and/or test(s) shall be performed by a qualified independent inspector or
expert, or an independent qualified third party. Inspections and testing shall be conducted
pursuant to government or industry protocols and standards, as applicable.
List of inspections include: Property Appraisal by Wisconsin DNR, Historical, Cultural,
Archeological, Ecological, Private Onsite Wastewater Treatment and Private Well.
List of tests include: Well water quality and soil percolation tests.
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Contract to Purchase Real Property—Eckert family LLLP/St. Croix County
Notwithstanding anything herein to the contrary, neither Buyer nor any agent or
representative of Buyer, shall have the right to conduct any physically invasive testing for
environmental contalifinants or testing that involves the taking of any samples (other than the
well water quality and soil percolation tests), without first obtaining the prior written consent
of Seller, which consent may be granted or withheld within Seller's sole discretion.
14. Buyer agrees to use the Premises as outlined in Agreement No: 95705 Cooperative
Agreement for Riverway Mitigation Items as part of the St. Croix River Crossing Project
between The Minnesota Department of Transportation and St. Croix County, Wisconsin and
per that agreement are considered protected lands which will be perpetually maintained for
land and water conservation purposes, scenic protection and other compatible uses, including
low-impact public recreation. Buyer is obligated under this Contract to consult with the
Wisconsin State Historic Preservation Officer, the Minnesota State Historic Preservation
Officer and other consulting parties, including Indian tribes, as appropriate in accordance
with 36 CFR §§ 800.3 - 800.5 to determine if historic properties will be affected.
15. Contingencies:
a. Buyer may terminate this Contract for any of the causes listed below, on or before the
90th day after the date of this Contract:
i. Failure to Receive a Recommendation of Approval by the St. Croix County
Administration Committee;
ii. Failure to receive the approval of the purchase of the Premises under the terms
and conditions of this Contract and funding of said purchase, through the adoption
of a resolution, by the St. Croix County Board of Supervisors; and
iii. Buyer's physical inspection of the Premises, as set forth in Sections 11-13 above.
b. Buyer may terminate this Contract for any of the causes listed below, on or before July
24, 2018 (or the Closing Date, as to item (iv)):
i. Failure to receive a letter of retroactivity from the Wisconsin Department of
Natural Resources to purchase property prior to award of grant;
ii. Failure to receive an award of a Knowles-Nelson Stewardship Grant of at least
$400,000 from the Wisconsin Department of Natural Resources; or obtain
funding of at least$400,000 from sources other than the Buyer;
iii. Seller's failure to cure all Objections arising from an Update, if any; and
iv. If the condition of, or any condition or factor affecting, the Premises significantly
or materially changes prior to Closing Date and Seller has not materially remedied
such material change prior to the Closing Date.
c. If any condition set forth in Section 15(a) has not been satisfied or waived by Buyer
before the date set forth in Section 15(a) or if any condition set forth in Section 15(b) has not
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Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
been satisfied or waived by Buyer before the date set forth in Section 15(b), as applicable,
then Buyer may terminate this Contract at any time on or before 5:00 CST/CDT on the
applicable date by delivery of a written notice to Seller (a "Termination Notice"). Upon
timely receipt of a Termination Notice from Buyer pursuant to Section 15(a), Seller will
direct the Title insurer to refund all Earnest Money paid by Buyer within thirty (30) days
thereafter. If Buyer elects not to terminate this Contract pursuant to Section 15(a), then the
Earnest Money shall become non-refundable, except in the event of a Seller default. Upon
such termination and return (as applicable), neither Seller nor Buyer will have any further
rights or obligations under this Contract, except for the covenants made in Sections 11,
Section 22, Section 30 and the remedies provided in Section 28 hereof that will survive
termination of this Contract, whether the termination is effected by Seller or Buyer (the
"Surviving Covenants"). The foregoing notwithstanding, Buyer may extend the Section
15(b) contingency period to October 24, 2018 (the "Extension Period") by delivering a
written extension notice to Seller before 5:00 CDT on July 24th, 2018. Contemporaneous
with the delivery of the extension notice, Buyer will deposit an additional Ten Thousand
Dollars ($10,000) (the "Extension Fee") with the Title Insurer, which Extension Fee(s) will
be non-refundable (except upon Seller default), but which shall be applicable to the Purchase
Price if the transaction contemplated herein closes.
16. Seller agrees to decide and inform the County within three (3) months after the date of this
Contract, if a family name will be officially identified for the Premises and to provide the
specific name and proper spelling.
17. Seller agrees to decide and inform the County within three (3) months after the date of this
Contract, if a family name will be officially identified for the interior park road and to
provide the specific name and proper spelling.
18. Buyer will provide an interpretive marker recognizing Ernst Rudolf Georg Eckert and
Josefine Eckert. The Buyer will work with the Sellers to develop the information to be
included on the marker.
19. Any and all real estate taxes and installments of special assessments due for all years prior to
the year in which Closing occurs shall be paid for by the Seller. Any and all real estate taxes
and installments of special assessments due for the year in which Closing occurs shall be pro-
rated as of the Closing Date, with the Buyer being responsible for the Closing Date. Buyer
shall be responsible for all real estate taxes and installments of special assessments due for
future years. Should the current year's real estate taxes and/or installments of special
assessments be undetermined as of the Closing Date, the prior year's real estate taxes shall be
used. Buyer shall be responsible for any additional amount owed, in the event the current
year's taxes exceed the amount paid by the Seller.
20. All transactional closing costs from this transaction shall be allocated between the parties on
a 50/50 basis. Closing costs shall include, without limitation, title insurance fees and costs,
Title's closing fees and costs, Wisconsin transfer tax, recording fees and costs, and other
miscellaneous closing costs. Closing costs shall exclude: (i) the costs of any Update after
the 1 st Update; (ii) costs incurred by or otherwise assigned to Buyer under this Agreement,
including, without limitation, Buyer's due diligence costs, financing costs or the costs of
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Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
obtaining any approvals; (iii) either party's attorneys' fees, (iv) property taxes and special
assessments payable by Seller pursuant to Section 19; and (v) other items that are not
"closing costs" under Wisconsin custom and practice.
21. Seller warrants and represents to Buyer that Seller has, aside from those mentioned elsewhere
herein, no notice or knowledge of any:
® Planned or cominenced public improvements which may result in special assessments or
otherwise materially affect the Premises;
® Federal, state or local regulation, or court order requiring repair, alteration, or correction
of any existing condition;
® Underground storage tanks on the Premises;
® Limited short or long term agricultural leases for the Premises, except as provided in
paragraphs 7;
® Any active or abandoned wells on the Premises, except for a potential abandoned well
near the historic homestead site;
® Hazardous and/or toxic substance, materials, waste, or conditions on or affecting the
Premises;
• Risk of environmental contamination of the Premises;
® Other than the possible encroachment of the roadway outside of the easement area, any
boundary or lot line disputes encroachments or encumbrances;
® Zoning or land use issues impacting the Premises;
■ Other conditions of any kind which affect the Premises and should be disclosed to Buyer.
22. Each party shall pay its own attorneys' fees incurred in the drafting and negotiating of this
Contract as well as during the pendency of the Contract. The foregoing notwithstanding, if
either party is required to expend attorneys' fees in excess of$5,000 to enforce its rights or
the other party's obligations, then the party that substantially prevails in any such
enforcement action shall be entitled to its reasonable attorneys' fees.
23. Possession and occupancy of the Premises shall be given to Buyer on the Closing Date.
24. The Seller shall provide the following Closing documents:
a. Deed. A General Warranty Deed, in recordable form, conveying marketable title to the
Premises to Buyer, free and clear of all encumbrances, other than those encumbrances not
objected to or waived pursuant to Section 5 above;
b. Assignment and Assumption of Lease. An Assigrunent and Assumption of Lease, in
form reasonably satisfactory to Buyer, conveying Seller's interest in the Farmland Rental
Agreement;
c. Seller's Affidavit. A standard form of Owner's/Seller's affidavit as may be required by
the Title to issue the Title Policy in the form required by Section 5 above;
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Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
d. FIRPTA Affidavit. A non-foreign affidavit, properly executed and in recordable form,
containing such information as is required by IRC Section 1445(b)(2) and its regulations;
e. Seller's Resolution. A current resolution of Seller, authorizing the transaction
contemplated by this Contract and the execution and delivery of Seller's Closing Documents,
to the extent required by Seller's governing documents;
f. Other Documents. All other documents reasonably determined by Buyer to be necessary
to transfer the Premises to Buyer free and clear of all encumbrances, except those
encumbrances identified in the Commitment, which are not objected to or waived pursuant to
Section 5 herein
25. The Buyer shall provide the following Closing documents:
a. Purchase Price. The balance of the Purchase Price to be paid;
b. Assignment and Assumption of Lease. An Assignment and Assumption of Lease, in
form reasonably satisfactory to Seller, pursuant to which Buyer will assume all obligations of
Seller that are assigned to Buyer thereunder;
c. Title Documents. Such affidavits of Buyer or other documents as may be reasonably
required by the Title Insurer in order to issue the Title Policy required by Section 5 above;
and
d. Buyer's Resolution. A current resolution of the St. Croix County Board of Supervisors,
authorizing the transaction contemplated by this Contract and the execution and delivery of
Buyer's Closing Documents.
26. Closing ("Closing") shall take place not later than the earlier of: (i) the fifth (5th) business
day after Buyer satisfies or waives all of its contingencies; or (ii) July 31, 2018 (as
applicable, the "Closing Date"), at a location, date and time to be mutually agreed upon by
the Buyer and Seller. The foregoing notwithstanding, if Buyer exercises its extension option,
then the outside Closing Date set forth in (ii) in the previous sentence shall be October 31,
2018. For clarity, the Closing Date will not occur prior to January 1, 2018, without Seller's
prior written consent, which consent may be withheld in Seller's sole discretion.
27. Closing on the purchase of the Premises by Buyer is a representation, warranty and
agreement that Buyer has conducted or has been allowed to conduct a full visual inspection
of the Premises, and was not denied reasonable access to any area thereof; that Buyer had a
complete right to bring experts on the Premises and to conduct, in a reasonable manner, all
tests necessary to determine the condition of the Premises, including without limitation the
presence or absence on the Premises of any hazardous substances or contaminants; that
Buyer investigated to its own satisfaction the environmental condition of the soil, water and
groundwater, and that based on Buyer's investigations, Buyer is aware of the condition of the
Premises and accepts the Premises in its current"As-Is" condition.
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Contract to Purchase Real Property--Eckert Family LLLP/.St. Croix County
28. Time is of the essence of this Contract. If either party defaults and fails to remedy such
default within five (5) business days after receipt of written notice from the other party, then
the non-defaulting party may pursue the following remedies.
a. If Seller fails to perform any of its obligations under this Contract; Buyer may:
(i) terminate this Contract by written notice to Seller and obtain a full refund of all Earnest
Money and the Extension Fees; or (ii) connnence an action for specific performance of this
Contract within six (6) months after Seller's default. Except as set forth in Section 28c
below, termination of this Contract and refund of the Earnest Money and Extension Fees or
specific performance action will be the only remedies available to Buyer for a default by
Seller, and Seller will not be liable for damages.
b. If Buyer defaults in performance of its obligations under this Contract, Seller will have
the right to terminate this Contract by written .notice and to retain the Earnest Money and
Extension Fees as liquidated damages. Except as set forth in Section 28c below, termination
of this Contract and retention of the Earnest Money and Extension Fees will be the only
remedy available to Seller for a default by Buyer, and Buyer will not be liable for damages or
specific performance.
c. lf: (i) Buyer defaults in performance of its obligations under Section 11 or 30; or
(ii) Seller defaults in performance of its obligations under Section 30, then the other party
may bring an action to enforce the defaulting party's obligations under such Section(s). This
remedy may be exercised independently or in conjunction with a parties' other Section 28
remedies.
29. Buyer agrees to fully cooperate, provided. such cooperation shall result in no additional cost
or liability for Buyer nor cause any delay in the Closing, in a § 1031 like-kind exchange,
including, but not limited to, the execution of any documents reasonably required by Title
and/or the qualified intermediary to complete said exchange. Seller's rights and obligations
under this Contract may be assigned to a qualified intermediary for the purpose of
completing such an exchange, provided no such assignment shall release or diminish any
obligations under this Contract. Additionally, Seller may distribute, sell, assign or otherwise
transfer an interest or interests in the Premises to a person who is a partner of feller without
Buyer's consent; provided that: (i) such transfer is for estate planning purposes or to
accommodate a 1031 like-kind exchange, and (ii) the portion(s) of the Premises transferred
remain subject to the terms and conditions of this Contract.
30. Each party represents to the other that it has not engaged any third party as a broker in
connection with the transactions contemplated by this Contract. Each party will indemnify
the other from and against any and all liability to which the indemnified party may be
subjected by any broker's, finder's, or similar fee with respect to the transactions
contemplated by this Contract to the extent such fee is attributable to any action undertaken
by or on behalf of the indemnifying party or any affiliate thereof.
31. Any notice required or pennitted to be given under any provision of this Contract will be in
writing and will have been given in accordance with this Contract, if it is: (i) delivered
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Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
personally; or (ii) deposited cost paid with a nationally recognized, reputable overnight
courier,properly addressed as below.
If to Seller: If to Buyer:
Eckert Family LLLP County ofSt. Croix
Attn: Dr. Dieter Eckert Attn: Ellen Denzer
3680 Oakdale Road 1101 Carmichael Road
Paso Robles, CA 93446 Hudson, W154016
with a copy to: with a copy to:
Gray Plant Mooty Corporation Counsel
Attn: Bradley Hintze Attn: Scott Cox
500 IDS Center 1101 Carmichael Road
80 South 8th Street Hudson, W150416
Minneapolis, MN 55402
Notice will be effective, and the time for response to any notice by the other party will
commence to run, on the dated successfully transmitted by personal delivery one (1) business
day after any such deposit. Either Seller or Buyer may change its facsimile number and/or
address for the service of notice by giving notice of such change to the other party, in any
manner above specified, ten(10) days prior to the effective date of such change.
32. Acceptance of this Contract occurs when the last of the Buyer and all Seller parties have
signed the Contract. This Contract binds and inures to the benefit of the parties and their
successors in interest. The covenants and agreements herein are to be binding upon and inure
to the benefit of the parties hereto, their respective heirs, representatives, successors, and
assigns and shall survive the Closing Date and consummation of the sale and purchase for a
period of one (1) year.
33. Seller acknowledges and understands that the St. Croix County Corporation Counsel
represents the Buyer.
34. Seller acknowledges having had the opportunity to consult with an attorney of their choosing
and at their expense prior to entering into this Contract.
35. Seller acknowledges having read and fully understands this Contract.
36. Buyer and Seller agree to act in good faith and use due diligence in completing the terms of
this Contract.
37. This Contract, and any amendments thereto, constitutes the entire agreement between the
parties and may not be changed except by a written agreement signed by both parties.
38. This Contract has been made under, and will be interpreted and controlled by, the laws of the
State of Wisconsin.
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GP:4823-4076-5517 v6
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
39. This Contract may be executed in any number of counterparts and each such counterpart will
be an original instrument, but all such counterparts together shall constitute but one Contract.
This Contract may be executed with signatures transmitted as scanned documents via email
and shall constitute a binding agreement with such signatures.
40. If the final day of a period or date of performance under this Contract falls on a Saturday,
Sunday or legal holiday, then the final day of the period or the date of performance will fall
on the next day that is not a Saturday, Sunday or legal holiday.
41. If any provision of this Contract is determined by a Court of Law to be invalid or
unenforceable, the Court may modify that provision to be within the limits of enforceability
or validity, if feasible; however, if the offending provision cannot be so modified, it may be
stricken and all other provisions of this Contract in all other respects shall remain valid and
enforceable.
42. No waiver of the provisions of this Contract will be effective unless in writing, executed by
the party to be charged with such waiver. No waiver will be a continuing waiver or waiver in
respect of any subsequent breach or default, either of similar or different nature, unless
expressly stated in writing.
43. For a period of 5 years after the Closing Date, Buyer shall be required to keep and maintain
the cabin in the Southwest portion of the Premises (the "Cabin") in at least as good of a
condition as it is in on the Closing Date. Buyer may utilize the Cabin for any purpose
reasonably related to Buyer's use of the Premises as a park and in conjunction with such use,
may make commercially reasonable modifications and alterations to the Cabin. This
obligation shall be memorialized upon the Warranty Deed given by Seller and Buyer's
obligations may be enforced by any person who is a partner of Seller or any descendant
thereof. The provisions of Section 22 above relating to recovery of attorneys' fees relating to
enforcement of this Contract shall apply to Seller's costs of enforcement of Buyer's
obligations hereunder. This provision shall survive the Closing Date for a period of 7 years.
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GP:4823-4076-5517 v6
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
EACH PARTY HAS REVIEWED AND FULLY UNDERSTANDS THIS CONTRACT.
BUYERS
Accepted and agreed this day of , 2017.
�2� k"'Z�
Ellen Denzer, Communityelopment Director
d and agreedLt ' — day of , 2017.
Patrick Thompson, St. Cr ix County Administrator
[Buyer's.signature Page]
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GP:4823-4076-5517 v6
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
SELLERS
Accepted aO agreed this day of -201-1.
Elke Eckert
Accepted and agreed this day of 12017.
Rosemarie Christa Kohler
Accepted and agreed this day of .2017.
Dieter Eckert
Accepted and agreed this day of -2017,
Gail Eckert
Accepted and agreed this day of 2017_
Karin Winter
Accepted and agreed this day of 2017.
Henning Winter
Welter's Signature Page]
GP:4842-9705-2750,: -
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GP:4823-4076-5517 v6
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
SELLERS
Accepted and agreed this day of 201
Elke Eckert
Accepted and agreed this day f '2017.
Rosemarie Christa Kohler
Accepted and agreed this day of 2017.
Dieter Eckeri
Accepted and agreed this day of .2017.
jail Eckert
Accepted and agreed this day of 2017.
Karin Winter
Accepted and agreed this day of -2017.
Hennin-a Winter
iSellerIs Signature Page]
GP:A942-9705-2150 v:
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GP:4823-4076-5517 v6
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
SELLERS
Accepted and agreed this day of ,2017•
Eike Eckert
Accepted and agreed this day of 12017.
Rosemarie Christa Kohler
Accepted and agreed this / da of { T 2017.
/PIAD
Dieter Eckert
Accepted and agreed this day of 2017.
Gail Ec tert
Accepted and agreed this day of 12017.
Karin Winter
Accepted and agreed this day of .200.
Henning Winter r
[Seller's Signature Pagel
GP:4842-9705-2750I
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GP:4823-4076-5517 v6
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
SELLERS
Accepted and agreed this day of 2017.
Elke Ecker.
accepted and agreed this day of 2017.
Rosemarie Christa Kohler
Accepted and agreed this day of 2017-
Dieter Ecker
Accepted and agreed this day of .201^-
=ait Eckert
Accepted and agreed this �davyf -201
�,IZftity' f
IS.arin Winter
Accented and agreed this day of 12017,
�/ /
Henning WM
,Seller's S4gizature Page]
GP:4842-9703-2750 r'
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GP:4823-4076-5517 v6
Contract to Purchase Real Property—Eckert Family LLLP/St. Croix County
EXHIBIT A.
T
PURCHASE AGREEMENT
ENT
Legal Description:
Part of Governinent Lots 1 and 2, Section 12, Township 29 North, Range 20 West further
described as follows: Beginning at the North Quarter corner of said Section 12, go West along
the North line of said Section 12 to the shore of Lake St. Croix; thence Southwesterly along said
shore 465 feet, more or less, to a point due West of a steel fence post at the base of a bluff,
thence due East to said steel fence post at the base of the bluff; thence due East to a steel fence
post at the top of the bluff; thence due East 338.7 feet to an iron pipe stake which is 487.8 feet
West and South 15°16' gest 471.6 feet from the point of beginning; thence South 15°16' West
528.5 feet; thence South 2°44' East a distance of 395.0 feet; thence South 7°2' West a distance of
140.0 feet to an iron pipe stake; thence North 77°44' West a distance of 883.5 feet to a steel fence
post on the shore of Lake St. Croix; thence Southwesterly along said shore 1,120 feet, more or
less, to a point due West of a steel fence post at the base of the bluff; thence due East to said steel
fence post at the base of the bluff; thence due East a distance of 271.0 feet to a steel fence post at
the top of the bluff; thence due East a distance of 321.5 feet to a steel fence post which is 315.0
feet North of the South line of Government Lot 2; thence due South a distance of 315.0 feet to
the South line of Government Lot 2;thence East along the South line of Goverinnent Lot 2 to the
Southeast corner thereof, thence North along the East line of Goverinnent Lots 1 and 2 a distance
of 2,648 feet, more or less, to the point of beginning; located in the Town of St. Joseph and the
Town of Hudson, St. Croix County, Wisconsin.
TOGETHER WITH an easement for access to the above described tract of land to and over the
existing road as now open and traveled.
Also, the NWI/4 of the NEI/4 of Section 12, Township 29 North, Mange 20 West in the Town of
St. Joseph, St. Croix County, Wisconsin
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GP:4823-4076-5517 v6
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