Agenda - Council - 02/22/2005 - Laserfiche WebLink

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OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is made as of February ___, 2005, between RAMSEY TOWN CENTER LLC, a Minnesota limited liability company ("Sellel"') and CITY OF RAMSEY, a municipal :corporation organized and existing under the laws of the State of Minnesota ("Buyer").: In consideration Of this Agreement, Seller and Buyer agree as follows: 1. Gram of Opti°n. Sdller grants to Buyer the option ("Option") to purchase, from Seller, the real property located in the City of Ramsey, County of Anoka, State of Minnesota, described on the atta~hediExhfbit A, together with all easements and rights benefiting or appurtenant thereto (the "ProPerty';'). BtlYer may exercise this Option, from time to time, with respect to all or portions of the Property, provided that (i) each of Buyer's exercise notices shall legally describe the porhon of the Property subject to Buyer s exermse, and (n) that portion of the Property not subject to the current or a.ny previous exercise of Buyer's Option shall not be landlocked or otherwise configured in such a manner as to not be suitable for development. 2. Option Price--Purchase price and Manner of Payment. In consideration of the granting of this Option, Buyer paYs to geller, and Seller acknowledges receipt of, $10.00 (the "Option Price"), which Option Price shall not be applied to the Purchase Price. If this Option shall be exercised, and each time this Opticn is exercised, the total purchase price ("Purchase Price") to be paid by BUyer to Seller for that Portion of the Property subject to each exercise shall be an amount equal to the sum of (i) $1.00; (ii) the amount of all special assessments Seller has paid after January l, 2005 with respect to such Portion of the Property; (iii) a prorata share of all of the costs Seller has incurred or will incur in grading such portion of the Property and in constructing storm water, sanitary seWer and water improvements to serve such portion of the Property, according to the formUla set forth on the attached Exhibit B; and (iv) the assumption of all levied and pending special asSessments with respect to such portion of the Property. The Purchase Price (except for item (iv) above)I shall be payable in cash on the Closing Date. 3. E~xercise of Option: Any exercises of this Option shall must be accomplished, if at all, by Buyer giving notice to Seller on or before the date three (3) years after the date hereof (the "Expiration Date"). B~yer shall have the right to extend the Expiration Date for two (2) consecutive periods of:one (1) year each by notice to Seller given on or before the date which, but for the giving of such notic9, would have been the Expiration Date. In order to validly extend the Expiration Date, Buyer shall in:addition to giving notice to Seller, provide Seller with evidence demonstrating that Buyer is actively working on design development and funding for the development of a specified portiOn of the Property for a Permitted Use (defined below). In order to validly exercise this Option On each occasion, Buyer shall, in addition to giving notice to Seller, designate in such notice that BUyer is acquiring a portion of the Property for one of the followinguses (collectiVely, the "Permitted Uses") and identifying such use: (i) public facilities, including, withOUt limitation, a Community center; (ii) a performing arts center; (iii) a health club; and (iX,) a cinema.. NotWithstanding the preceding sentence, Buyer may lease or license space to tenants or concessionaires for the purpose of operating businesses that have uses that are ancillary to the Permitted Used if logated within the facilities housing the Permitted