CCP 09-08-2008 - Laserfiche WebLink

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am Track: The Buyer has agreed to provide a functional replacement or Team Track to the Seller and Operator. The Team Track shall be constructed on the Exchange Parcel as shown on Exhibit 3. As part of these obligations, the Buyer agrees to reimburse the Operator for up to $150,000 to install the new Team Track. These costs may include material, supplies, labor, engineering and legal expenses incurred in conjunction with installation of the Team Track. The Seller and Operator mutually agree that construction of the Team Track may proceed before the Wye Track, as defined below. The Buyer, Seller and Operator will use their best efforts to complete construction of the Team Track no later than June 1, 2008 and August 1, 2008 for the Wye Track. The Operator and the Buyer have prepared an estimate of the Team Track expenses, which are shown on Exhibit 5. Wye Track: The Operator and Seller agree to work with the Buyer on the construction of an eastbound wye connection (Wye Track) between the Operator's mainline and the Canadian Pacific/Canadian National/Wisconsin Central mainline. The Buyer and Operator shall enter into separate agreements for the construction of the Wye Track. The Buyer has received financial assistance from the State of Minnesota through the Rail Service Improvement Account (State Grant) to assist with the construction of the Wye Track. The Buyer anticipates that most of the Operator's costs related to the Wye Track construction will be covered by the State Grant. The Buyer agrees to reimburse the Operator for any reasonable out-of-pocket expenses up to $688,846, which will be covered under the terms of the State Chant for the Wye Track. The Operator and the Buyer have prepared an estimate of the Wye Track expenses, which are shown on Exhibit 5. Abandonment: The Buyer will seek abandonment of the Property by filing an application (Abandonment Application) with the U.S. Surface Transportation Board. Seller and Operator will cooperate with the Buyer in making or supporting such application and obtaining State approval of the relocation and any required permits from the Rice Creek Watershed District, all at no expense to Seller or Operator. With respect to the terms and conditions of the Abandonment Application, the Seller and Operator agree to work with the Buyer as follows: (1) The Operator and Seller agree to cease all railroad activities including, but not limited to team track functions, boulder storage, car storage, liquid propane deliveries and/or similar activities (Railroad Operations) on the Property, after the Closing Date. (2) The Operator and Seller agree to coordinate with the Buyer on the removal of any tracks, ties or ballast located within Old Highway 8. The Buyer will work with Ramsey County on the vacation of any easements over Old Highway 8 in favor of the Seller or Operator. (3) The Buyer may initiate the abandonment process, including the Abandonment Application and/or Notice of Intent to File for Abandonment once it has acquired the Exchange Parcel and provided written notice to the Operator and Seller of said acquisition. Exem ion Copy (10-5-2007) 2