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HomeMy WebLinkAboutContract 1964 PURCHASE AGREEMENT THIS AGREEMENT, made and entered into effective as of the 18th day of December, 2006, by and between Meleyco Partnership No.2 ("Seller") and the City of Columbia Heights, a municipal corporation under the laws of the State of Mim1esota ("Buyer") WITNESSETH 1. Description of Property. Seller, in consideration of the covenants and agreements of Buyer hereinafter contained, hereby sells and agrees to convey unto the Buyer, its successors and assigns, by warranty deed, accompanied by a Seller's affidavit, upon the prompt and full performance by the Buyer of its part of this Agreement, the real property, commonly known as 4940 Central Avenue N.E. (Property Identification No. 26-30-24-14-0016) in the City of Columbia Heights, and situated in the County of Anoka, State of Minnesota consisting of a parcel of property containing approximately .458 acres, and a building of approximately 4800 square feet gross building area, and all furniture, fixtures, and equipment, "AI-IS" with all its faults, located on the site ("Property") and legally described as: Legal to Govern 2. Purchase Price and Terms. A. Purchase Price. Buyer, in consideration of the covenants and agreements of Seller, hereby agrees to pay to Seller as and for the purchase price of the Property and its contents, Five Hundred and Seventy- Five Thousand Dollars ($575,000). B. Terms. 1. Earnest Money. The sum of $25,000 dollars earnest money shall be paid, upon execution of +l,;~ ~~~+_~~+ J.T> +l,~ DnT>~_ +~ +1,~ C'nlln,. L1U":' \...IVl111a\..-L"I uy 111\.l L1UJ"'-'l LV lU\... u\...ll\...-l. 2. Balance Due Seller. Subject to the terms of this Agreement, Buyer agrees to pay $550,000 by check or electronic transfer of funds on the Closing Date. 3. Deed. At Closing, Seller agrees to execute and deliver to Buyer a Warranty Deed (accompanied by all customary affidavits and certificates) which shall be subject only to the following exceptions: (a) Building, zoning and platting laws, ordinances and state and federal regulations; (b) Reservation of any minerals or mineral rights to the State of Minnesota; (c) Utility and road easements of record that do not interfere materially with the use or development of the Property by the Buyer, in the sole discretion of the Buyer; (d) The lien of real estate taxes not yet due and payable, if any 300666v5 R.lL CL205.30 Page Iof6 (c) Said Deed shall be accompanied by all required well disclosures. (f) Such exceptions or defects as Buyer elects to accept pursuant to Section 8 (ii). (g) Any and all standard form (printed) exclusions contained in the title Commitment or Buyers's Owner's (or lender's) title insurance policy. 4. Taxes and Special Assessments. Seller shall pay all real estate taxes, interest, and penalties, and all installments of special assessments, relating to the Property due and payable in 2006 and the years prior thereto. Buyer shall pay all real estate taxes payable in subsequent years. Seller shall pay all special assessments pending or levied as of the Closing Date. Buyer shall be responsible for all other assessments, levied after closing. 5. Buyer's Due Diligence. Prior to Closing, Buyer represents that it will undeliake the following activities at its option and expense: (a) Complete a current Phase I Environmental report prepared in accordance with ASTM standards E-1527-000 covering the Property within forty-five (45) days after acceptance of this Agreement by Buyer and Seller. (b) Complete the process of securing quotations of the cost of demolition of the building on the Property by firms or entities qualified to perform such services, within forty-five (45) days after acceptance of the Agreement by Buyer and Seller. (c) Complete the process of securing an asbestos removal estimate for the building on the Property within forty-five (45) days after acceptance of this Agreement by Buyer and Seller. If buyer elects, after Buyer's due diligence, to proceed with the closing, the costs of any asbestos removal will be Buyers sole responsibility and the Sales Price will not he adjusted in any way, it being understood that if Buyer elects to acquire the Property, Buyer will acquire the property "AS- IS" with all faults. 6. Preliminary Inspection by Buyer. Upon prior notice and coordination with Seller, Buyer shall have the right, prior to the Closing Date, to enter upon the Property for the purpose of taking soil tests, borings, making surveys and maps and performing other preliminary investigative work, provided, however, that Buyer shall indemnify and hold harmless Seller from any mechanic's liens, claims, injuries or other damages arising out of such preliminary development work by Buyer, including, but not limited to, any environmental liability resulting from Buyer's activities on the Property. Prior to the Closing Date, Buyer shall not construct or cause the construction of any improvements on the Property. This Paragraph shall survive the termination of the Ageeement pursuant to Sections 7 or 8. Prior to entry onto the Property by Buyer or any of Buyer's employees, agents or representatives, Buyer shall procure and maintain comprehensive general liability insurance covering Buyer's activities at the Property. Buyer may self insure. All inspections shall be conducted or performed at Buyer's sole expense, All inspections shall be conducted in accordance with applicable law. Buyer shall conduct all inspections during 300666v5 R.lL CL205-30 Page 2 of6 normal business hours. Buyer shall not conduct or allow any physically intrusive testing on or under the Property without first obtaining Seller's written consent as to the timing and scope of the work to be performed, which consent shall not be unreasonably withheld. Buyer shall not unreasonably interfere with any person occupying or providing service at the property, Buyer shall, at its own expense, promptly repair or restore the Property, or at Seller's option, reimburse Seller for any repair or restoration costs if any inspection or tests requires or results in any damage to or alteration of the condition of the property. Buyer shall use care in connection with its inspections and Buyer shall be liable for all damage or injury to any person or property resulting from any inspection conducted by or through Buyer, and Buyer shall protect, indemnify, defend and hold harmless Seller from any liability proximately caused by any entry upon the Property by Buyer or its agents. 7. Buyer's Conditions Precedent to Closing. The obligation of Buyer to close on the purchase of the Property is subject to and contingent upon the satisfaction prior to the Closing of the following conditions, any of which may be waived in whole or in part by Buyer on or prior to the Closing Date: (a) Buyer, at its option, shall have obtained soil tests, percolation tests, and similar engineering reports that confirm to the Buyer the satisfactory condition of the soils; (b) Buyer shall have obtained assurances satisfactory to Buyer that sewer and water utility services are available to the Property, including necessary easements to provide sewer and water trunk mains to the Property; (c) Buyer shall have obtained at its expense environmental inspection reports and other items described in paragraph 5 of this Agreement, disclosing the satisfactory condition of the Property to Buyer. (d) Purchase of the Property in accordance with this Agreement shall have been approved by the City Council. Within 30 days after the date of this Agreement. In the event that Buyer is unable to satisfy any of the foregoing conditions by the Closing Date, or any of the respective reports or tests permitted by paragraphs 5, 6, or 7 of this Agreement disclose conditions of the Property unsatisfactory to Buyer, Buyer may, by written notice to Seller, either waive such conditions, or at Buyer's option, terminate this Purchase Agreement, whereupon Seller shall refund all earnest money paid by Buyer less Sellers third party out of pocket expenses related to this sale and all Property Tax and Insurance prorated from this Contract Date to the date of such termination. Neither party shall have any further liability hereunder, provided that Buyer shall deliver an executed quit claim deed to the Property to Seller and further provided that Buyer shall remain liable for matters arising out of Buyer's activities pursuant to paragraph 6 above. Buyer agrees to diligently proceed to satisfy the conditions of this paragraph. Buyer's failure to provide written notice of Buyer's election to proceed with Closing is presumed to be Buyer's election not to proceed to closing. 300666v5 RJL CL205-30 Page 3 of6 8. Examination of Title. Buyer shall, within fifteen (15) days after the date hereof, obtain a commitment for an Owner's Policy of Title Insurance ("commitment") covering the Property, which shall include property searches covering bankruptcies, state and federal judgments and liens. Buyer shall be allowed thirty (30) days after receipt of the commitment for examination thereof and Buyer may either: (i) terminate this Purchase Agreement by giving written notice by registered mail to Seller, in which event this Purchase Agreement shall become null and void and neither party shall be liable for damages hereunder to the other party and the earnest money shall be returned to Buyer following expiration of 120 days after the last work was performed on the Property; or (ii) elect to accept title in its unmarketable condition by giving written notice by registered mail to Seller, in which event the warranty deed to be delivered at Closing Date shall except such objections; or (iii) agree to close the purchase pursuant to this Agreement, provided that a mutually agreed upon amount of the purchase price is held by an agreed escrow agent, the Buyer proceeds with quiet title. registration or condemnation proceedings as necessary to eliminate the title defect, the costs of such proceedings are paid from the escrow account and the remainder of the escrow account is paid to Seller. 9. Survey. Buyer may at its option procure, at its sole expense, an AL T A survey of the Property prepared by a registered land surveyor (the "Survey"), a copy of which is to be given to the Seller. 10. Default. If Seller, through no fault of Buyer, defaults in its obligations hereunder in any manner, Buyer may, upon 30 days written notice to Seller, (i) terminate this Purchase Agreement, in which event all earnest money paid hereunder shall immediately be delivered to Buyer, or (ii) avail itself of an action for specific performance. If Buyer shall default in the performance of any of its obligations hereunder, then SeHer shaH be entitled to terminate this Agreernenl UPUll 30 days written notice to Buyer, pursuant to Minn. Stat. 9559.21 and, upon such termination, Seller shall retain all earnest money theretofore paid hereunder, as and for its liquidated damages and sole remedy for said breach, and not as a penalty or forfeiture, actual damages being difficult or impossible to measure, and no party hereto shall have any further claim against the other hereunder. In such event, Buyer shall provide Seller with a quit claim deed. Nothing herein shall relieve Buyer of any obligation to indemnify or hold Seller harmless as stated herein, including obligations of Buyer arising out of unsatisfied mechanic's liens which Seller would have to pay because of work performed on the Property at the request of Buyer. 11. Representations and Warranties by Seller. Seller represents and warrants to Buyer that: (a) Except as set forth in Section 16, and to the best of Seller's knowledge there is no action, litigation, investigation, condemnation or proceeding of any kind pending against Seller or the Property which could adversely affect the Property, any portion thereof or title thereto. Seller shall give Buyer prompt written notice if any such action, litigation, condemnation or proceeding is threatened or commenced prior to the Closing Date. 300666v5 RJL CL205-30 Page 4 of6 (b) To the best of Seller's knowledge, the Property has not been used for the generation, transportation, storage, treatment, or disposal of any hazardous waste, hazardous substance, pollutant, or contaminant, including petroleum, as defined under federal, state or local law, except farm fertilizer used in the ordinary course of farming. (c) If there is a well located on the Property, Seller will provide a well disclosure statement to Buyer at Closing. To the best of Seller's knowledge there are no wells on the Property. To the best of Seller's knowledge there are no underground storage tanks located on the Property. To the best of Seller's knowledge, there is no septic system located on the Property. (d) l' 0 the best of Seller's knowledge, there has been no dumping or placement or burying of trash or construction debris in or on the Property. Notwithstanding any provision of law to the contrary, Seller hereby agrees that each of the foregoing representations and warranties shall survive Closing hereunder and that the breach of any thereof shall constitute a default, whether said breach occurs prior to or atter Closing, entitling Buyer to exercise any remedy provided to Buyer in this Agreement in the event of a default by Seller or any other remedy allowed by law. 12. Closing Date. The Closing Date of this transaction shall take place no later than ninety (90) days after acceptance of this Agreement by Seller and Buyer. The Closing Date may be accelerated by mutual agreement of the parties if all contingencies contained herein are satisfied prior to conclusion of the 90 day period. At Closing, Seller and Buyer shall deliver to one another the instruments specified herein. Subject to the provisions of Paragraph 6 hereof, possession of the Property shall be delivered to Buyer on the Closing Date. All expenses for the operation of the Property shall be prorated between Buyer and Seller as of the Closing Date. Buyer shall pay for the preparation of the Commitment and any state deed tax payable in connection with the recording of the deed. Buyer shall pay the premium for a title insurance policy, and for the cost to record the deed. Each party will pay its own attorneys' fees and Buyer shall pay any closing fee charged hy a title insurance company to close this transaction. 13. Notices. All notices provided herein shall be given in person or be sent by United States mail, either certified or registered, postage prepaid, to Seller at 189 Longmeadow Drive, Los Gatos, CA 95032 and to David Walters, Esq, 33 Twain IIarte, San Rafael, CA 94901, and to Buyer, Attn. City Manager, at 590 40th Avenue NE, Columbia Heights, Minnesota 55421-3878 with copy to Robert J. Lindall, Kennedy & Graven Chartered, 470 U.S. Bank Plaza, 200 South Sixth Street, Minneapolis, MN. If notice is given by registered or certified mail, deposit in the United States mail of said notice on or before the date such notice is to be given shall be deemed timely and acceptable. ] 4. Broker. Seller represents to Buyer that it has not engaged a real estate broker. Buyer shall not be responsible for the brokerage fee or commission due any real estate broker retained by Seller. Seller shall defend, indemnify and hold harmless the Buyer from any claims of any such broker. Buyer shall compensate any real estate broker retained by it in accordance with the terms of its separate agreement with that broker. 15. Relocation Benefits. Seller and Buyer agree that Buyer has arranged for a relocation benefits consultant ("Relocation Consultant") to advise Seller and any tenants concerning the benefits ("Relocation 30(J666v5 RJL CL205-30 Page 5 of6 Benefits") to which each thereof is entitled due to displacement from the Property, pursuant to Minn. Stat. ~ 117.52 and applicable federal regulations promulgated pursuant to the Uniform Real Estate Acquisition and Relocation Benefit Assistance Act, as amended. Buyer and Seller agree that since the Property is vacant, no one is being displaced by Buyer's acquisition of the Property and Buyer has no obligation to pay relocation benefits to Seller in connection with Buyer's acquisition of the Property. 16. Threat of Condemnation. Buyer represents that it has the power of eminent domain and that if the Buyer and Seller had not entered into this agreement Buyer would have considered acquisition of the Property by use of eminent domain proceedings. 17. Miscellaneous. The terms, covenants, indemnities and conditions of this Purchase Agreement shall be binding upon and inure to the benefits of the successors and assigns of the respective parties hereto, and shall survive the Closing Date. Time is of the essence of this Agreement. 18. Right of Refusal. If within three years of this sale, Buyer receives an offer to sell the Property and it intends to accept the ofler, or if Buyer decides to make an offer to sell the Property, Buyer will give a written copy of the offer to Seller, Seller will have the right to accept the offer by written notice to Buyer given within forty-five (45) days after Seller's receipt of the offer, provided that Seller will be obliged to purchase all properties subject to such ofler (including but not limited to the Property). 19. Effective Date of Agreement. This Agreement shall be effective provided the Buyer, the City of Columbia Heights, a municipal corporation had duly executed this agreement no later then January 15t\ 2007. IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. C'L'T TeD. 01~LLL.l'-. BUYER: Meleyco Partnership No.2, a California, Limited Partnership under the laws of California Its Mayor William Meleyco, Special Trustee of The Leo N. Meleyco 1994 Living Trust Dated February 4, 1994. It's General Partner By 300666v5 RJL CL205-30 Page 6 of6