05-58Return copy to: (bn)
Real Estate Division
140 City Hall
CITY OF
Presented By
Referred To
�,
WHEREAS, the Ciry of Saint Paul, acting through its Valuation & Assessment Engineer, has secured an
agreement for the purchase of one pazcel of real property, described as follows:
An azea bounded by Dale Street on the East, BNSF tracks on the North, St. Albans St. on the West and
Hubbard Ave. on the South, Northerly of Pierce BuUer Route; As shown on attached map,
WHEREAS, said property described is necessary for the future extension of Pierce Buder Route. The
value of the property is One Hundred Fifty Thousand Dollars ($150,000) this being a fair and
reasonable values;and
io
ii WHEREAS, the Valuation & Assessment Engineer has recommended the purchase of said property at
iz the recommended value;
13
ia NOW THEREFORE BE TI' RESOLVED, that the proper City officials aze hereby authorized and
is directed to enter into a Purchase Agreement (attached) for the above referenced property and
i6 pay$150,000 plus ciosing costs to JP Morgan ChaseBscrow Agent Apex Property and Track Exchange,
i� Inc. (agents for The Burlington Northern And Santa Fe Railway Company) for the purchase of said
ia property. Said sum to be charged to MSA ConUngency
19
20
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Requested by Department of:
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✓
Council Fffe # �5"J
Green Sheet # ��
RESOLUTION
NT PAUL, MINNESOTA
Director
Form A�roved by City
Adopted by Council: Date
Adoption
By: �
Approved
By: _—�
by
�Date
Mayor'far S�tbm�ssion to,
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
pW — Pubticwodrs
CoMact Person & Phone:
Pete White
266-8853
Must Be on Couneil Agentla by (Date):
26-JAN-0S
12-JAN-05 I Green Sheet NO:
�
Assign
Number
For
Routing
Order
05-5�
3024888
0 �ablic Works i �
1 bGc Works ar�ent Director
2 i Attorce
3 or's �ce Ma or/Assistant
4 uncil
5 i Clerk (.5 Clerk
Total # of Signature Pages _(Clip OJI Locations for Signature)
Action Requested:
Sign Council Resolution authorizing purchase land for the extension of Pierce Butler Route.
Recommendatians: Approve (A) or Rejeet (R):
Planning Commission
CIB Committee
Civil Service Commission
Persorraf Service Contrects Must Mswer the Foflowing
1. Has this perso�rm ever worked under a contract for this department?
Yes No
2. Has this personffirm ever been a city employee?
Yes No
3. Does this persoNfirm possess a skill not normally possessed by any
current ciry employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, OpportuniTy (Who, What, When, Where, Why):
There has been a plan for the extension of Pierce Bufler Route for some time. The property to be acquired is a BNSF parcel that is
needed for the proposed extension of the road
AdvantaaeslfApproved:
The City wili be buying a pazcel that is not developed
Disativantaqes If Approved:
The BNSF has a prospective purchaser for the pazcel and if the City does not acquire it now the cost in the furhire will increase if
it is developed.
Disadvantages If Not Approved:
None
., °S.aC��Frr (°,�•�+?�'
J�f 19 20�5
7otal Amount of
Trensaction:
Funding Source:
150000
MSA Contingency
Cost/Revenue Budgeted:
ActiviN Number:
Financial information:
(Explain)
Form Approved by VP-Law �'` "`' �5 5�
� '��� - _
THE BURLL�IGTON NORTHERN AND SANTA FE RAILWAY COVIPA�iY
REAL ESTATE PURCHASE AND SALE AGREEMENT
This Real Estate Purchase and Sale A�reement ("AgreemenY') is entered into as of the Effective
Date (defined below) between the CITY OF ST. PAiTL ("Buyer") and THE BURLINGTON
NORTHERN AND SANTA FE RAILWAY COi�IPANY ("Seller"). This Agreement shall not be
bindina upon either party untess and until both parties have executed and delivered this A�eement. The
submission o�f this document by Seller to Buyer shall not constitute an off �r to sell by Seller.
In consideration of the mutual covenants set forth in this Contract and for other valuable
consideration,the receipt and sufficiency of which are hereby acknowled�ed, Seller and Buyer agree as
follows:
GENERAL TERMS AND DEFINTTIONS
The following terms shall have the meanings set forth below:
Closine. The consummation of the transaction contemplated by this Agreement, which
shall be deemed to have occurred when both parties have delivered the items contemplated in
Section 4 of this Agreement.
Closin, Date Notwithstanding, anything herein, this sale shall close on or before March 20,
2005. Seller shail have the right to extend the closing up to ninety (90) days, at Seller's sole
judgment.
EarnestMonev The cash sum of Fifteen Thousand and no/100 dollars ($I5,000.00) made
payabie ro JP Morgan Chase/Escrow Agent Apex Property and Track Exchanee, Inc.
Effective Date The date of Seller's execution of this Agreement as indicated below Seiler's
signahue hereto.
Pro er That parcel of land situated in or near the City of St. Paul, County of Ramsey
and State of Minnesota, shown on map marked Exhibit A dated July 8, 2003, revised November
19, 2004, attached hereto and made a part hereof, subject to revision as set forth below in Section
3.
Purchase Price The sum of One Hundred Fifty Thousand and no/100 dollars ($150,000.00).
Review Period The period commencing on the Effective Date and expiring at 5:00 p.m.
central time on the date that is 10 days after the Effective Date.
PURCHASE AND SALE
2. (a) Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to
Buyer, and Buyer agrees to purchase and accept from Seller, for the Purchase Price, all of Seller's right,
title and interest (if any), in and to the Property.
Real Estate Pomhase and Sale Agreement � Fortn 603; Rev. l U12/03
Form Approved by VP-Law
05-5�
(b) Seller reserves the right to assign this Agreement to Aoex Propertv & Track Exchanee_Inc.
("Apex") or anothzr qualified intermediary within the meaning of Section 1031 of the Internal Recenue
Code of 1986 for the purpose of completing a tax-deferred exchange under said Section 1031. Seller shall
bear all expenses associated with the use of Apex, or necessary to qualify this transacrion as a taY-
deferred eschan�e, and, except as otherwise provided herein, shall protect, reimburse, indemnify and hold
harmless Buyer from and a�ainst any and all reasonable and necessary additional costs, expenses,
includin�, attorne7s fees, and liabilities which Buyer may incur as a result of Sellzr', use of Apex or other
qualified intermediary the qualification of this transaction as a tax-deferred transaction pursuant to
Section 1031. Buyer shall execute the document attached as Exhibit B(the "Exchan�e Assienment") and
shall cooperate �vith Seller with respect to this tax-de£erred exchan�e, and upon Seller's request, shall
execute any other documents as may be required to effect this tax-defened exchan�z.
(c) Upon submission by Suyer to Seller of this A�eement si�ned by Buyer, Buyer shall
deposit the Earnest Money with Apex (defined below) as escrow agent. Apex shall hold the Earnest
Money in escrow pursuant to the terms and conditions of this Aa eement. The Earnest Money shall be
refunded to Buyer if this Aa eement is not executed and delivered by Seller within forty five (45) days
after the date Buyer delivers this agreement fully executed by Buyer and deposits the Eatnest Money.
Buyer shall not be entitled to any interest on the Eamest Money held by Apex pursuant to this Agreement.
Buyer acknowledges that receipt by Apex of the Eamest Money shall not constitute acceptance of this
Ab eement or Buyer's offer provided, however, that Apex shall return the Eamest Money to Buyer if
Seller does not execute and delivei this Agreement within forty-five (45) days after Buyer deposits the
Eamest Money. Apex shall deliver the Earnest Money to the party entitled thereto pursuant to this
Agreement, provided, however if there is a dispute behveen Buyer and Seller as to who is so entitled,
Apex may deposit the Eamest Money with a court of competent jurisdiction pending resolution of such
dispute.
(d) The balance of the Purchase Price shall be paid at Closing as provided below.
INSPECTION
3. (a) Seller will prepare a legal description of the Property and will forward such description to
Buyer for Buyer's review. Buyer shall have ten (10) days following such delivery to notify Seller in
�,�''� writing if Buyer objects to such description. If Buyer does not so object then the description of the
� �+ Property prepared by Seller shall be the definition of the Property for all purposes under this Agreement.
� 4 � If Buyer does so object then Buyer shall caused to be prepared, at Buyer's sole cost and expense, a survey
u' �o,'� of the Property certified to Seller, Buyer and such other parties as Buyer may choose showing the
boundaries of the Property and any improvements located thereon (the "Survey"). If Seller does not
��� aa ee that the description of the Property contained on the Survey is the Property Seller wishes to sell or
� otherwise objects to the Survey then Seller may terminate this Agreement by written notice to Buyer in
C,'�,��s which case the Earnest Money shall be refunded to Buyer and neither pazty shall have any further
� obligation hereunder except those that expressly survive termination. If Seller a�ees in writing that the
��.
Survey description is accurate then the description thereon shall be the definition of the Property for all
purposes under this Agreement. In the event a city, county, or other goveming authority where the
Property is located (a "Municipality") requires a survey or plat to convey the Properry (a "Plat"), the
Buyer shall obtain, at Buyer's sole cost and expense, such Plat and the approval of such Municipality.
Seller's obligations hereunder are conditioned upon Seller's approval of the Plat approved by the
Municipality. Buyer shall provide the proposed Plat to Seller prior to submission to the Municipality and
prior to the expiration of the Review Period.
Real Estate Purcfiase and Sale Agreement � Fonn 603; Rev. I 1/12/03
Form Approved by VP-Law
r�-5g
(b) Buyer shall have unril the end of the Review Period to examine title to the Properry. If Buyer
elects to obtain a title commitment for the Property Buyer may deliver to Seller no later than the expiration of
the Review Period ��zitten norice of any objections to the status of title or matters reflected on the Survey that
Buyer may have together with a copy of such tifle commitment, Survey and all matters re£erenced therein.
Szller shall have no obli�arion to cure any such objecrion. If Seller notifies Buyer in writing that Seller will
cure any such objection Seller (a) shall make �ood faith efforts to cure such matter by the Closing Date
and if not cured by such date Buyer may terminate this A�reement in which case the Eamest Money shall
be refunded to Buyer and neither parry shall have any further obli�ation hereundzr except those that
expressly sure ive termination, and (b) may effzct such cure by causin� the title company issuing the titte
commitment to remove such matter as an exception from covera�e by paying additional premium therefor
or othercvise. If Seller at any time norifies Buyer in writin� that Seller is not willing or able to cure any of the
such objections (including those which Seller has previously endeavored to cure) then Buyer or Seller may
temunate this Agreement by written notice to the other delivered within five (5) days after Seller so notifies
Buyer that Seller is unwilling or unable to cwe such objection. In the event of such tennination, the Earnest
Money shall be refunded to Buyer and neither party shall have any further obligation hereunder except
those that expressly survive termination. If this Agreement is not so terminated, the parties shall proceed
to Closing according to the remaining provisions of this A�eement.
(c) Prior to any entry upon the Proper[y by Buyer, the surveyor preparing the Survey or other
individuals on behalf of Buyer, Buyer shall execute and deliver to Seller an Entry and Confidentiality
Agreement in the form attached hereto as Exhibit C and incorporated herein (the "Entry AgreemenY').
The terms and provisions of the Entry Agreement are incorporated herein, shall survive the Closin�, shatl
not be merged into the Deed or any document delivered at Closin� and shall survive any tennination of
this Agreement. Any breach by Buyer of its obligations under the Entry Agreement shall be deemed a
breach by Buyer under tl�is Agreement. Notwithstanding anything in this Agreement to the contrary,
including the provisions of Section 6(a), nothing in this Agreement or the exercise of any remedy by
Seller under this Agreement shall limit or affect in any manner any remedy available to Seller under the
Entry Agreement in the event of a breach of Buyer's obiigations under the Entry Agreement.
(d) Buyer shall have until the end of the Review Period to determine if the Property is suitable
for Buyer's purposes including, but not limited to, the status of zoning, physical characteristics and
conditions of the Property, and compliance with applicable laws. If Buyer determines that the Propexty is
not suitable for Buyer's purposes or if Buyer for any reason or no reason wishes to temunate this
Agreement, Buyer may terminate this Agreement by written notice to Seller received no later than the
expiration of the Review Period. If Buyer does so terminate this Agreement, the Eamest Money shall be
refunded to Buyer and neither party shall have any further obligation hereunder except those that
expressly survive termination. If Buyer does not so terminate this Agreement prior to the end of the
Review Period, the parties shall proceed to Closing according to the remaining provisions of this
Ao eement. Promptly upon Seller's written request, Buyer shall deliver a copy of any written inspection
report, survey or test result received by Buyer. If any of such items reveal any adverse conditions, Seller
may temunate this Agreement by written notice to Buyer in which case the Earnest Money shall be
refunded to Buyer and neither party shall have any further obligation hereunder except those that
expressly survive termination.
(e) Notwithstanding the foregoing provisions of Section 3(b), Buyer shall not be entitled to
object to any judgment against Seller which may appear of record as a lien against the Property. Seller
shall pay such lien if and when it is judicially determined to be valid, and Seller hereby indemnifies the
Buyer for all loss arising out of Sellez's failuxe to have a judgment lien so settled and satisfied.
Rea] Estate Purchase and Sale Agreement 3 Fortn 603; Rev. 1 l/12/03
�� �
Form Approved by VP-Law
(fl Nohvithstanding the fore�oin� provisions of Section 3(bl. Buyer shall not be entitled to
object to the lien of any of Seller's morteages. Seller shall deliver to Buyer, ��ho shall place of record,
good and sufficient releases of the liens of any mortga�es on the Property securin� indebtedness to which
Seller is obli�ated to pay ��ithin one hundred eighty (180) days after the fust meetin� of Seller's Board of
Directors held after the Closing. In the event Seller shall be unable to obtain said relzases for any reason,
Seller shall have the risht to repurchase the Property from Buyer for the Purchase Price and Buyer shall
reconvey the Property to Seller free and clear of defects or objections arisin� after the Effective Date
upon which this Agreement shall terminate and neither parry shall have any further riehts or obli�ations
hereunder exceptthosethat e�pressly survive termination.
CLOSL\G
4. (a) Subject to the terms of this Agreement, the Closing shall occur on the Closin� Date. On or
before the Closing Date Buyer shall (1) pay the Purchase Price, less the Earnest Money to Seller in cash,
by certified check made payable to JP Morgan Chase/Escrow Agent Apex Property and Track Exchange,
Inc. or by wire transfer to Seller's account as desib ated by Seller and the Eamest Money shall become
the properry of Seller and no longer subject to the terms of this Agreement and (2) such other affidavits or
certificates as is reasonably necessary or customary to consummate the transaction. After Buyer has
delivered the foregoing items, Seller shall deliver to Buyer (1) a Quitclaim Deed in recordable form,
subject to all matters of record and restating the exceptions and reservations set forth in Section 8(the
"Deed") conveying to Buyer Seller's interest, if any, in and to the Property, (2) counterparts of the
Exchange Assigmnent, and (3) such other afPidavits aud certificates as is rzasonably necessary or
customary to consummate the transaction in form and substance acceptable to Seller.
PRORATIONS AND CLOSING COSTS
5. (a) Real estate taxes and assessments payable or paid in the year of Closing shall be prorated by
Seller and Buyer as of the Closing Date on the basis of the most recent ascertainable taxes assessed
against the Property. If the Property is not separately assessed for tax purposes then there shall be no
proration of taxes between Buyer and Seller, the parties shall cooperate post-Closing to cause the Properry
to be separately assessed and each party shall indemnify the other for any failure to pay real estate taxes
and assessments due with respect to the properties constituting the tas pazcel to which the Property is a
part. Notwithstanding the foregoing there shall be no proration for taxes to the extent the payment of
same has been assumed by a tenant under an existing lease to be assigned to Buyer. All outstanding
assessments on the Property levied or due in the year of Closing and afterward shall be paid by Buyer.
(b) The parties shall cooperate so that utilities serving the Property that are not the responsibility
of a tenant under a lease to be assigned to Buyer at Closing, to the extent feasible, shall be switched imo
the name of Buyer as of the Closing Date, so that a final statement can be issued to Seller for the billing
period ending on the Closing Date, and so that the first day of the first billing cycle in Buyer's name can
begin on the Closing Date. If, however, the final statement covering the final period of ownership by
Seller also includes periods of ownership by Buyer, Buyer shall pay Seller at Closing the amount
attributable to Buyer's period of ownership. Buyer shall be responsible to pay all utilities serving the
Properry due after Closing.
(c) Buyer shall pay all closing costs associated with Closing including, but not limited to, any
escrow fees, documentary stamps and other recording costs associated with this transaction, excise taxes,
the cost of any state, county or local transfer taxes, the cost of the Survey, and the costs associated with
any tifle insurance obtained by Buyer.
Real Esfate Purchase and Sale Agreement 4 Form 603; Rev. 11/l?/03
• S
Form Approved by VP-Law
(d) If any real estate broker or agent can establish a valid claim for commission or other
compensation as a result of Buyer having used their services in connection with the purchase of the
Properry, all such commission or other compensation shali be paid by Buyer. Sellzr shall not be liable for
any real estate commissions or finders fees to any parry with respect to the sale of the Property, except
amounts due to Staubach Global Services — RR Ina ("Broker") pursuant to a separate a�eement.
Buyer acknowledges that Broker has advised, and hereby advises, Buyer that the Broker is acting as on
behalf of the Seller with the duty to represent Seller's interest, and Broker is not the asent of the Buyer.
If a policy of title insurance is to be obtained, Buyer should obtain a commitment for title insurance cvhich
should bz examined prior to closin� by an attorney of BuS�er's choice. Prior to the execution of this
A�-ezment, Broker has advised and hereby advises the principals oY this transaction, that this Agreement
is bindin� on them, and the principals hereby acknowledae that they have been so advised. Broker has no
authority to execute any document on behalf of Seiler, make representations on bzhalf of Seller or bind
Seller in any manner.
(e) The obligations of the parties in this Section 5, to the extent incurred, shall survive any
termination of this Ab eement.
DEFAULT Ai�TD REMEDIES
6. (a) In the event of a default by Buyer under the terms of this Agreement, Seller's sole and
exclusive remedies shall be: (a) ternunate this Ageement whereupon the parties shall have no further
obligations hereunder except those that expressly survive termination, or (b) waive such default and proceed
Closin" or (c) obtain specific performance of this Aa eement. If Seller teiminates this A�eement as
provided in the previous sentence Seller shail be entitled to retain the Eainest Money. Norivithstanding the
foregoing, nothing contained herein shal] waive or diminish any right or remedy Seller may have at law or in
equity for Buyer's default or breach of any obtigation hereunder to be performed by Buyer after Closing. It is
hereby a�eed that Seller's dama�es in the event of a defae�lt by Buyer hereunder are uncertain and difficult to
ascertain, and that the Eamest Money constitutes a reasonable liquidation of such damages and is intended
not as a penalty, but as liquidated damages.
(b) In the event of a default by Seller under the terms of this Agreement, Buyer's sole and
exclusive remedies hereunder shall be to temunate this Agreement and receive a refund of the Eamest Money
plus an additional amount from Seller not to exceed ten percent of the Purchase Price equal to the out-of-
pocket expenses (including attomeys' fees) incurred by Buyer in connection with this Agreement as
evidenced by copies of third parry invoices delivered to Sellzr. Upon such termination and the payment of
such sums by Seller the parties shall have no further obligations hereunder except those that expressly survive
termination. Notwithstanding the foregoing, nothing contained herein shall waive or dimurish any right or
remedy Buyer may have at law or in equity for Seller's default or breach of any obligarion hereunder to be
performed by Seller after Closing.
NATURE OF SALE
7. Buyer has been allowed to make an inspection o£ the Properry. BiIYER IS PURCHASING
THE PROPERTY ON Ai�' "AS-IS WITH ALL FAULTS" BASIS WITH At\'Y AND ALL PATENT
AND LATE�'T DEFECTS, LYCLUDING THOSE RELATING TO THE EWIRONNIENTAL
CONDITION OF THE PROPERTY, AND IS NOT RELYLI'G ON ANY REPRESENTATION OR
WARRANTIES, EXPRESS OR llVIPLIED, OF Ai1'Y KLVD WIIATSOEVER FROM SELLER AS
TO ANY NLATTERS CONCERNING THE PROPERTY, including, but not limited to the physical
condition of the Property; zoning status; tax consequences of this transaction; utilities; operating hisiory
or projections or valuation; compliance by the Properry with Environmental Laws (deFined below) or
Real Esta[e Purchase and Sale Agreement 5 , Form 603; Rev 1 l/12,�03
�. :
Form Approved by VP-Law
other laws, statutes, ordinances, decrees, regulations and other requirements applicable to the Property;
the presence of any Hazardous Substances (defined below), wetlands, asbestos, lead, lead-based paint or
other lead containing structures, urea formaldehyde, or other enviromnentally sensitive buildin� materials
in, on, under, or in proximiry to the Property; the condition or existence of any of the above �round or
underaround shuctures or improvements, includin� tanks and transformers in, on or under the Property;
the condition of title to the Properly, and the leases, easements, permits, orders, licensees, or other
agreements, affecting the Property (collectively, the "Condifion of the Property"). Buyer represents and
warrants to Seller that Buyer has not relied and will not rely on and Seller is not liable for or bound by,
any warranties, Quaranties, statements, representations or information pertainina to the Property or
relating thereto (including cpecifically, without limitation, Property inforniation packa�es distributed �vith
respect to the Properry) made or fiu-nished by Seller, the mana�er of the Propeity, or any real estate broker
or agent representin� or purporting to represent Seller, to whomever made or eiven, directly or indirectly,
oratly or in Gvriting. Buyer assumes the risk that Hazardous Substances or other adverse matters may
affect the Property that were not revealed by Buyer's inspection and indemnifies, holds harmless and
hereby waives, releases and discharges forever Seller and Seller's officers, directors, shareholders,
employees and agents (collectively, "Indemnitees") from any and all present or future claims or
demands, and any and all damages, Losses, injuries, liabilities, causes of actions (including, without
limitation, causes of action in tort) costs and expenses (including, without limitation fines, penalties and
judgments, and attomeys' fees) of any and every kind or character, known or unknown, which Buyer
might have asserted or alleged against Indemnitees arising from or in any way related to the Condition of
the Property or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill,
disposal or other handling of any Hazardous Substances in, on or under the Property. Losses shall include
without limitation (a) the cost of any investigation, removal, remedial or other response action tbat is
required by any Environmental Law, that is required by judicial order or by order of or agreeinent with
any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b)
capital expenditures necessary to cause the Seller remaining property or the operations or business of the
Seller on its remainin� properry to be in compliance with the requirements of any Environmental Law, (c)
Losses for injury or death of any person, and (d) Losses arising under any Environmental Law enacted
after transfer. The rights of Sellzr under this section shall be in addition to and not in lieu of any other
rights or remedies to which it may be entitled under this document or othenvise. This indemnity
specifically includes the obligarion of Buyer to remove, close, remediate, reimburse or take other actions
requested or required by any govemmental agency concerning any Hazardous Substances on the Property.
The term "Environmental Law" means any federal, state or local statute, regulation, code, rule,
ordinance, order, judgment, decree, injunction or common law pertaining in any way to the protection of
human health or the environment, including without limitation, the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances
Control Act, and any similar or comparable state or local law. The term "Hazardous Substance" means
any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or rea lated
under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. The
provisions of this Section 7 shall be binding on Buyer, and its heirs, successors and assigns, shall be
included in the Deed and shall be covenants running with the land.
RESERVATIONS
8. The obligations in this Section 8 shall be binding upon Buyer and its heirs, successors and
assigns, shall be included in the Deed and shall be covenants running with the land benefiting Seller and
Seller's successors and assigns. For purposes of this Section 8 Grantor shall mean Seller and Grantee
shall mean Buyer. Buyer may object to the reservations set forth in Section 8(al below in accordance
with the provision of Section 3 and if Seller is unwilling or unable to cure such objection either parry may
terminate this Agreement as set forth in Section 3.
Rea] Estate Purchase and Sa1e A�reement 6 Form 603; Rev. l l/12/03
05-5�'
Form Approved by VP-Law
(a) Grantee's interest shall be subject to the rights and interests of Grantor, Grantor's licensees, �,,,�
permittees and other third parties in and to all existin� driceways, roads, utilities, fiber optic lines, tracks, � C'
wires and easements of any kind whatsoever on the Property whether owned, operated, used or �.
maintained by the Grantor, Grantor s licensees, permittees or other third parties and �chether or not of � y .�` �'`
public record. Grantor sha11 hace a perpetual easement on thz Property for the use of such existin� �;,` ,
driveways, roads, uuliries, fiber optic lines, tracks, wires and easements by Grantor and Grantor's '' �: �
licensees, permittzes and customers. Grantor shall have a non-exclusive easement for the construction,
maintenance and operation of one or more pipelines or fiber optic lines and any and all communications
facilities as may be located in the future on the Property within 60 feet of the center line of any Main
Track on or adjacent to the Property and as may be presently located on the Properry.
(b) Grantee's interest shall be subj ect to a reservation to Grantor of all coal, oil, gas, casins-head
�as and all ores and minerals of every kind and nature including sand and gravel underlying the surface of
the Property, together with the full ri�ht, privilege and license at any and all times to explore, or dri11 for
and to protect, conserve, mine, take, remove and market any and a11 such products in any manner which
will not damage structures on the surface of the Properry, togethez with the right of access at all times to
exercise said rights.
(c) Any improvements constructed or altered on the Property after the date Grantor quitclaims
its' interest to Grantee shall be constructed or altered in such a manner to provide adequate drainage of
water away from any of GranYOr's railroad tracks on nearby property.
REPRESENTATIONS
9. Buyer represents and warrants to Seller that if Buyer is other than a natural person or persons that it is
a validly formed munic�al corporation under the laws of the State of Minnesota; that it is in good standing in
the state of its organization and in the state in which the Properry is located; that it has a11 requisite
authorizations to enter into this A�reement; and that the puries executing this Agreement on behaif of Buyer
are duly authorized to so do. Buyer represents and warrants to Seller that it is not subject to any bankruptcy
proceeding. Seller represents and warrants to Buyer that it is a validly formed corporation under the laws of
the State of Delaware; that it is in good standing in the state of its organization and in the state in which the
Property is located; that it is not subject to any bankruptcy proceeding; that it has all requisite corporate
authorizations to enter into this Agreement; and that the parties executing this Agreement on behalf of Seller
are duly authorized to so do. It shall be a condition of each party's obligations to Close this transacrion that
the representations and warranries of the other parry contained herein are true and accurate as of Closing,
provided, however that if one parry waives such condirion by proceeding to Close with lrnowledge that any of
the second party's representations or warranties are inaccurate, the second party shall have no liability with
respect to such inaccuracy Irnown by the fust party.
MISCELLANEOUS
10. (a) Any notice under this Agreement must be written. Notices must be either (i) hand-delivered;
(ii) placed in the United States certified mail, return receipt requested, addressed to the recipient; (iii)
deposited with a nationally recognized ovemight delivery service, addressed to the recipient as specified
below; or (iv) telecopied by facsimile transmission to the parry at the telecopy number listed beiow,
provided that such transmission is followed with a copy sent by overnight delivery or regulaz mail to the
address specified below. Any notice is effective upon deposit with the U.S. Postal Service or with the
overnight delivery service, as applicable; all other notices aze effective when received. All notices shall
be addressed to the address of the recipient indicated below the signature of such party below. Either
party may change its address for notice by proper notice to the other party.
Real Estate Purchase and Sale Aa eeme�t 7 Foan 603; Rev. l lll2/03
05-5 8
Form Approved by VP-Law
(b) If the approval of any govemmental a�ency is required for the sale of Seller's interest (if any)
in the Property, it is understood and a�eed that SeAer's obli�ations under this Agreement are condirioned
upon obtaining such approcal and that both parties shall use their bzst efforts to obtain such approval. If
such approval cannot be obtained by the Closin� Date, Seller may elect to extend the Closin� Date to a
date no later than ninery (90) days after the original Closing Date. In the event said approo�al cannot be
obtained by such extended date, either party may terminate this A�reement �vithout liability to the other,
except that the Earnzst Money shall be refunded to Buyer and thereafter neither party shall have any
obliQation hereunder except those that expressly survive termination.
(c) '_�Tothin� in this A�reement shall prevent Seller from discontinuing sei� ice over any railroad
line or lines by �vhich rail service may be provided to the Propeny.
(d) If, prior to Closin�, the Properry or any porCion thereof is dzstroyed or damaged, or becomes
subject to a taking by virtue of eminent domain to any extent whatsoever then either party may terminate
this A�reement by written notice to the other within thirry (30) days after notice of such fact (but in any
event prior to Closin�). If so terminated, the Earnest Money shall be refunded to Buyer and neither party
shall have any further obligations hereunder except those that expressly survive termination. If not so
terminated the parties shall proceed with the Closing.
(e) Time is of the essence of each of the parry's respective obligations under this Agreement.
Whenever a date specified in this Ao eement falls on a Saturday, Sunday, or federal holiday, the date will
be extended to the next business day.
(� This Agreement and, to the extent executed, the Entiy Agreei�ient, contains the entire
Agreement between Seller and Buyer with respect to the Propzrry. Oral statemznts or prior written
matters not specifically incorporated into this Agreement are superceded hereby. No variation,
modification, or change to this Agreement or the Entry Agreement shall bind either parry unless set forth
in a document si�ned by both parties. No failure or delay of either party in exercising any nght, power or
privilege hereunder shall operate as a waiver of such party's right to require strict compliance with any
term of this Agreement. The captions above the section numbers of this Agreement are for reference only
and do not modify or affect this Agreement. Each party has had the opportuniry to have counsel review
this Aa eement and the Entry Agreement and, therefore, no rule of construction that any ambiguities aze
to be resolved against the drafring pazty must not be employed to interpret this Agreement, the Entry
Agreement or any closing document. This Agreement and the Entry Agreement may be executed in
multiple counterparts, each o£ which shall be deemed an original and all of which shall constitute the
same Agreement. This Agreement and the Entry Agreement are intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any term
or provision of this Agreement or the Enhy Agreement or the application thereof to any person or
circumstance shall for any reason and to any extent be held to be invalid or unenforceable, then such term or
provision shall be ignored, and to the ma7cimum extent possible, this Agreement and the Entry Ao eement (to
the extent executed) shall continue in full force and effect, but without giving effect to such term or provision.
(g) Buyer may not assign its interest in this Agreement or the Entry A�reement without Seller's
prior written consent. The provisions of this Agreement and, to the extent executed, the Entry
Agreement, shall bind Seller, the Buyer, and their heirs, executors, administrators, successors and assigns
and shall and inure to the benefit of the Seller, the Buyer and their heirs, executors, administrators,
permitted successors and assigns. If Buyer is more than one person or entity, Buyer's obligations under
this Agreement and, to the extent executed, the Entry Agreement, shall be joint and several.
Real Estate Purchase and Sale Agreement R Fom� 603; Rev. I I/l2/03
c�-58
Form Approved by VP-Law
(h) This Agreement relates only to land. Unless othenvise herein provided, any conveyance shall
exclude Seller`s railroad tracks and appurtenances thereto, Seller's buildin�s and any other improvements
on the Propzrty, all of �vhich may be removed by Seller «ithin 90 days follo��in� conveyance of the
Properry, and if not removed, shatl be deemed abandoned by the Seller without oblisation on the Seller's
part and shall thereafter be and become the Property of the Buyer in place. Notwithstandin� the
foreeoins, Seller shall not have to remove any improvements or fixtures for which an easement has been
reserved hereunder or in the deed.
(i) Seller is not a foreia person as the term is used and dzfined in Section 144> of the Internal
Recenue Code of 1954, as amended and the regulations promulgated thereunder. Seller shall, upon
request of Buyer, complete an affidavit to this effect and deliver it to Buyer on or before closing of said
sale.
(j) The provisions of Sections 5-3 and Section 10 of this A�reement sha11 survive Closing and
shall not be merged into the Deed or any other document delivered at Closing. The provisions of Section
9 of this Agreement shall survive Closing for a period of one year and shall not be merged into the Deed
or any other document delivered at Closing. Nothing in this section shall alter any requirement in any
other Section of this Aa eement for the provisions of such section to be incorporated into the Deed, such
as Sections 7 and 8
(k) If any action at law or in equiry is necessary to enforce or interpret this Aa eement, the
prevailin� parry will be entitled to reasonable attomeys' fees, costs, and discovery or investi�ation
expenses in addition to any other relief to which that party may be entitled.
(I) SELLER AND BUYER IItREVOCABLY AND UNCONDITIONALLY WAIVE ANY
AND ALL RIGHT TO TRIAL BY JURY IN.4i�IY ACTION, SUITE OR COiNTERCLAII�1 ARISING
N CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO, THIS AGREEMENT.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Real Estate Purchase and Sale Agreement q Foan 603; Rev. I1/12/03
05 -58
Form Approved by VP-Law
IN WtINESS WIIEREOF, Buyer and Seller have executed this Agreement to be effective as of the
Effecrive Data.
: '
CITY OF ST. PAUL
Buyer's name as it is to appeaz on deed
(PRL�ITED/TYPED)
Print
Buyer's Address:
Buyer's SSN or EIN:
SELL�R
THE BURLINGTON NORTHERN AND SANTA FE
RAILWAY COMPANY
B
Print
Title:
Seller's Address:
c/o Staubach Global Services, Inc.
Atm: Roger Schwinghammer
4105 Lexington Avenue North, Suite 200
Arden Hills, MN 55126
FaY: 651-481-9361
Phone:651-415-2710
Date of Seller's Execution (Effective Date)
Real Estate Purchase and Sale A�reement 1 p Foan 603; Rev. 11/l?/03
05-5�
EXHIBIT B
ASSIGVIVIENT OF RIGHTS LNDER CONTRACT TO REAL ESTATE
v5 -58
Form Approved by VP-Law
ASSIGNNIENT OF RIGHTS UNDER CONTRACT
TO REAL ESTATE
APEX PROPERTY & TRACK EXCE32,�\'GE, INC., a Massachusetts corporation, of
2036 Washington Street, Hanover, Vlassachusetts 02339, (hereinafter called "Assignee"), THE
�tiRLIt�TGTON 1�TORTHERi�1 A!�'D SANTA FE RAlI.�VAY COMPANY, a Delaware
corporation, (hereinafter called "Exchangor"), and CITY OF ST. PAUL, a Minnesota municipal
corporation (hereinafter called "Buyer").
Whereas, Exchangor and Buyer heretofore entered into an Agreement dated
, 2004 (the "ContracY'), wherein Exchangor ap ees to assign
the rights to the Contract, but not the obligations and warranties over to Assia ee, as it pertains
to the following described Relinquished Property:
"See EXHIBIT "A" attached hereto and made a part hereof'.
tVow, Therefore, Exchangor hereby assib s to Assignee all of the Exchangor's rights
under the Contract, as contemplated by Treasury Regulafions Section 1.1031 (k)-1(g)(4)(v),
including all deposits received prior to issuing a Deed transferring legai title. Exchangor's
obligations and warranties under the Contract remain with the Exchangor, including the autharity
to issue a Deed transferring legal title to the Relinquished Property over to the Buyer.
Assignee previously represented, warranted and covenanted to Exchangor, under the
Master Exchange Agreement dated January 1, 1997, that it will not transfer, assign, mortgage or
hypothecate the rights that it is receiving from the Exchangor and that Assignee shall not amend,
terminate, modify, supplement or otherwise alter any term, condition or other provision of the
Contract. At the same time the Aeed goes into effect transferring legal title to the Buyer, rights
received under this Assignment of Rights are transfened to Exchangor.
Assignee is participating in this transaction only as a Qualified Intermediary and that for
purposes of any dispute regarding the Relinquished Property, Exchangor and Buyer shall look
solely to each other with respect to resolving any such dispute and neither one shall look to the
Assignee. This shall be binding upon and shall inure to the respective heirs, successors and
assigns of Exchangor and Buyer.
This instrument may be executed in any number of counterparts, each of which, when
duly executed, shall constitute an original hereof.
Aeat Estate Purchase and Sale Agreement 1 Fovn 603; Rev. 11(12f03
. :
Form Approved by VP-Law
In tiVitness YVhereof, the parties hereto have esecuted this Assi�unent of Rights Under
Contract, to be effective as of the date on which the last party hereto sia s.
Exchangor:
THE BURLIi\TGTON NORTHERi\T AND
SANTA FE RAILWAY COMP?�NY,
a Delaware corporation
:
D. P. Schneider
General Director Real Estate
Date:
Assignee:
APEX PROPERTY & TRACK EXCHANGE, INC.,
a Massachusetts corporarion
S
Buy
CIT
aM
By:
Nan
Titlf
BN.'
Date:
Real Estate Purchase and Sale Agreement 2 Foan 6U3; Rev. ] l/12/03
05 5 8
EXHIBIT C
ENTRY AND CO�tFIDENTIALITY AGREEMENT
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$5-�1J
�� :
Form Approved by VP-Law
(c) Permittee shall comply with, and cause its a�ents to comply with, any and
all laws, statutes, regulations, ordinances, rules, orders, common law, covenants or
resh ("Legal Requirements") applicable to the Properry and their acticities
thereon and any and all safety requirements of Railroad and if ordered to cease any
activities upon the Property by Railroad's personnel Permittee shall immediately do so.
Notwithstanding the fore�oing risht of Railroad, the pazties aeree that Railroad has no
duty or obli�arion to monitor Permittee's activities on the Property to detemune the safe
nature thereof, it beina solely the Permittee's responsibility to ensure that Permittee's
activities on the Properry are safz. Neither the exercise nor failure by Railroad to
exercise any rights gxanted in this Section will atter the liabiliry allocation providzd by
this Aa eement.
(d) Permittee shall not harm or damage the Properry or cause any claim
adverseto Raikoad.
(e) Permittee shall promptly reimburse Railroad for any additional
costs/expenses incurred by Railroad in connection with such safety requirements (including,
but not lunited to, £urnishing a flagman if Railroad determines that fumishing a flagman is
necessary during any such exarrunations or surveys).
(fl Peanittee shall not contact any govemmental or quasi govemmental
authoriries conceming the Properry without Railroad's prior written consent and Raikoad
shall have the right to be present dm any such contacts.
(g) Pennittee will not have more than 5 persons present on any individual
Property at a one time. Any officer, employee, agent, contractor, consultant, lender,
surveyor or attorney entering the Properry on behalf of or at the direction of Permittee,
shall be deemed agents of Permittee for purposes of this Agreement.
3. TERM. This Aa eement shall commence on the date Railroad executes this
Agreement as indicated below its signature (the "Effective Date") and shall be in effect until the
earlier of the date the Sale Contract is terminated pursuant to its terms, or the Closing Date. No
expiration or termination of this Aa eement shall release either party from any liability or
obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts,
omissions or events occuning prior to the date of termination or expiration.
below:
4. INSURANCE. Permittee shall obtain and maintain the insurance required
A. Commercial General Liability Insurance. This insurance shall contain broad
form wntractual liability with a combined single limit of a minimum of
$1,000,000 each occunence and an aggregate limit of at least $ 2,000,000.
Coverage must be purchased on a post 1998 ISO occurrence form or equivalent
and include coverage for, but not limited to, the following:
♦ Bodily Injury and Property Damage
♦ Personal Injury and Advertising Injury
♦ Fire legal liabiliry
♦ Products and completed operations
Real Estate Purchase and Sale Agreeme¢t 2 Fortn 603; Rev. I Ui2/03
�y •
Form Approved by VP-Law
B. Business Automobile Insurance. "I`his insurance shall contain a combined single
limit of at least �1,000,000 per occurrence, and include covera�e for, but not
lunited to the follo�ving:
♦ Bodily injury and properry dama�e
♦ Any and all vehicles owned, used or hired
C. �Vorkers Compensation and Employers Liability insurance including coveraee
for, but not limited to: V
♦ Permittee's statutory liabiliry undzr the worker'; compensation laws of the
state(s) in which the wrork is to be performed. If optional under State law, the
insurance must cover all employees anyway.
s Employers' Liability (Part B) lvith limiCS of at least �500,000 each accident,
$�00,000 by diseasz policy limit, ��00,000 by disease each employee.
Other Requirements:
Pemuttee agrees to waive its right of recovery against Railroad and Indemnitees (defined
below) for all Liabilities (defined below) that could be insured against by the insurance
required to be maintained hereby. In addirion, its insurers, through the terms of the
policy or policy endorsement, must waive their right of subrogation against Railroad for
all claims and suits. The certificate of insurance must reflect the waiver of subrogation
endorsement. Pernuttee further waives its right of recovery, and its insurers also waive
their right of subrogation against Railzoad for loss of its owned or leased property or
property under Pennittee's care, custody or control.
All policy(ies) required above (excluding �Vorkers Coinpensation) shall include a
severability of interest endorsement and Railroad and Staubach Global Services, Inc.
shail be named as ati additional insured with respect to work perfarmed under tl�is
agreement. Severability of interest and naming Railroad and Staubach Global Services,
Inc. as additional insured shall be indicated on the certificate of insurance.
Prior to commencing the Work or entering the property, Permittee shall fumish to
Rail�oad an aeeeptable eertificate(s) of insurance including an originat signatuce of the
authorized representative evidencing the required coverage, endorsements, and
amendments and referencing the contract audit/folder number if available. The
policy(ies) shall contain a provision that obligates the insarance company(ies) issuing
such policy(ies) to notify Railroad in writing at least 30 days prior to any cancellation,
non-renewal, substitution or material alteration. This cancellation provision shall be
indicated on the certificate of insurance. In the event of a claim or lawsuit involving
Railroad arising out of this agreement, Permittee will make available any required policy
covering such claim or lawsuit.
Acceptance of a certificate that does not comply with this section shall not operate as a
waiver of Permittee's obligations hereunder.
The fact that insurance (including, without limitation, self-insurance) is obtained by
Permittee shall not be deemed to release or diminish the liability of Permittee including,
without limitarion, liabiliry under the indemnity provisions of this Ao eement. Damages
recoverable by Railroad shall not be limited by the amount of the required insurance
coverage.
Real Estate Pumhase a�d Sale Agreemen� � Foan 603; Rev. I 1/I2/03
C�S-5'8
Form Approved by VP-Law
For purposes of this secrion, Railroad shall mean "Burlina on Northem Santa Fe
Corporation", "The Burlington \orthem and Santa Fe Railway Company" and the
subsidiaries, successors, assi�ns and affiliates of each.
5. CO�LETION OF NSPECTIO�I. Upon completion of any inspection by
Pemuttee or its agents on the Properry or upon the expiration or termination of this Agreement,
whichever shall occur first, Permittee shall, at its sole cost and expense:
(a) remove all of its equipmznt from the Property;
(b) report any damage to the Property arisin� from, �owing out of, or connected
with Permittee's entry upon the Property and restore the Property to their
condition immediately prior to such entry by Permittee or its agents;
(c) remedy any unsafe conditions on the Property created by Permittee or its agents;
and
6. INDENINITY. TO THE FULLEST EXTENT PERD'IITTED BY LAW,
PERNIITTEE SfIAI.L INDENINIFY, RELEASE, AEFEND AND HOLD HA.RMLESS
RAII.ROAD Ai�TD KAILROAD'S AFFILIATED COMPAi�TIES, PARTNERS,
SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY,
"I1VDE�TITEES") FOR, FROVI A\D AGAINST ANY AND ALL CLAIVIS,
LIABILITIES, FINES, PENALTIES, COSTS, DA�TAGES, LOSSES, LIENS, CAUSES OF
ACTION, SUITS DEl���DS, NDGViENTS A1VD EXPENSES (INCLUDIVG, �VITHOUT
LINIITATION, COURT COSTS, ATTORi�'EYS' FEES AND COSTS OF
INVESTIGATION) (COLLECTIVELY "LIABILITIES") OF ANY NATURE, KIND OR
DESCRIPTION OF A,'�'Y PERSON OR ENTITY DIRECTLY OR IVDIRECTLY
ARISI\�G OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE OR L1' PART):
(a) ANY BREACH OF THIS AGREEMENT BY PERNIITTEE INCLUDING,
BUT NOT LINIITED TO, PERivIITTEE'S OBLIGATION TO COVfPLY
AND CAUSE ITS AGENTS TO COivIPLY �VITH LEGAL
REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, WORKERS'
COMPENSATION AND CERCLA,
(b) Ai�'Y RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS
AGREEMENT,
(c) PERMITTEE'S OR ITS AGENT5 ACTIVITIES UPON OR USE OF AA'I'
OF THE PROPERTY, OR
(d) ANY ACT OR OD'IISSION OF PERNIITTEE OR PERMITTEE'S
AGENTS OR Ai�'YONE DIRECTLY OR INDIRECTLY ENIPLOYED BY
ANY OF TI�M, OR ANYONE THEY CO\�TROL OR EXERCISE
CONTROL OVER,
EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO, IN WHOLE
OR IN PART, ANY NEGLIGENCE OF ANY INDE�ITITEE. TFIE ONLY LIABILITIES
WITH RESPECT TO ��IICA PERIVIITTEE'S OBLIGATION TO INDEMNIFY TFIE
Real Estate Purchase and Sale Agreement 4 Fortn 603; Rev i I/l2/03
05-5�
Form Approved by VP-Law
� LtiDE�ZTEES DOES NOT APPLY ARE LTABILITIES TO THE EXTENT
' PROXI:VIATELY CAUSED BY TIiE GROSS NEGLIGENCE OR �VILLFUL
. MISCO�TDUCT OF AN L�DE_l�
7. CONFIDENTIALITY. Except to the extent otherwise required by Legal
Requirements, Permittee shall not disclose to any third parties any information Permittee
discovers or obtains concemin� the Property as a result of any inspections, surceys, tests or other
activities conducted with respect to the Property ("Confidential Informafion") includins, but not
limited to, any oral, electronic or written informarion provided by Raikoad or on Railroad's
behal£ Nohvithstanding the fore�oing, Buyer may disclose Confidentiat Infonnation to those of
Buyer's a�ents direcfly involved �oith Permittee with respect to the acquisition of the Property,
provided such individuals and firms have aereed to maintain the confidentiality of Confidential
Information pursuant to this Agreement and provided fiirther that Pemuttee sha11 be liable
hereunder for any breach by such parties of such obligation. Confidential Information shall not
include information that is or becomes in the public domain other than as a result o£ a breach by
Permittee or its agents. If Permittee or any of iYs agents receive a request to disclose any part of
the Confidential Information, Permittee shall (a) notify Railroad immediately of the existence,
terms and circumstances of such request, (b) consult with Railroad on the advisability of taking
legally available steps to resist or narrow such requests, and (c) if disclosure of such Confidential
Information is required to prevent Permittee being held in contempt or subject to other penalty,
shall (i) furnish only such information as is legally required to be so disclosed, and (ii) use its best
efforts to obtain an order or other reliable assurance that confidential treatment will be afforded to
the disclosed Confidential Information. If the transaction contemplated in the Sale Contract does
not close for any reason then Permittee shall, promptly upon Railroad's request, foitivard to
Railroad all Confidential Infonnation without keeping any copies thereof.
8. DEFAITLT. Permittee acknowledges and agrees that in the event of a breach of
this A�reement, Railroad �vould be irreparably harmed and could not be made whole by monetary
damages. Accordingly, in addition to any other remedy to which it may be entitled at law, in
equity or under this Agreement, Railroad shall be entitled to injunctive relief (without the posting
of any bond and without proof of actual damages) to prevent such breach and/or to compel
specific performance. Permittee and its agents shall not oppose the granting of such relie£ In the
event of any breach by Pernuttee or its agents under this Agreement, Railroad may terminate this
Agreement and shall be entitled to any other remedy available at law, in equity or under this
Agreement. No failure or delay of either party in exercising any right, power or privilege
hereunder shall operate as a waiver of such party's right to require strict compliance with any
term of this Agreement.
9. GOVERNtNG LAW, JLJRY WAIVER. All questions conceming the
interpretation or application of provisions of this Agreement shall be decided according to the
laws of the State of Texas without regard to principles of conflicts of law. Any action relating to
this Agreement may be brought in the courts of Tarrant County, Texas, Permittee hereby
consenting to the jurisdiction and venue of such courts. PERMITTEE AND RAII,ROAD
Il2REVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL
BY NRY IN ANY ACTION, SUTTE OR COUNI'ERCLAIM ARISING IN CONNECTION
WITH, OUT OF OR OTF�RWISE RELATING TO, THIS AGREEMENT.
Real Estate Purcfizse and Sale Agreement q Form 603; Rev. 11/12iO3
b.�-58
• •' n
Form Approved by VP-Law
� 10. SALE CODITRACT. The provisions of this A�eement shall be deemed
incorporated into the Sale Contract, shall survive the closin� thereunder and shall not be mereed
into the deed conceying thz Properry or any other closing document, provided, however that
nothin� in the Sale Contract shall limit or modify any remedy available to Railroad under this
Agreement for a breach by Permittee of its obligations under this AQreement. All notices
hereunder shall be delivered in the manner set forth in the Sale Contract.
Date.
IN WITNESS �VHEREOF, this Agreement has been duly executed as of the Effective
PERMITTEE:
CITY OF ST. PAUL
By:
Print Name:
I::1 :��\�3
THE BURLINGTON NORTHERN AND
SANTA FE RAiLWAY COMPANY
Print Name:
Title:
Date of Execution by Railroad (Effective Date)
Real Estate Purchase and Sale Agreement (� Form 603; Rev. 1 UI2/03