HomeMy WebLinkAboutContract 1966
PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into effective as of the 'fif/: day of .
2006, by and between lL. La]a Nio]a ("Seller") and the City of Columbi~~~ights. a municipal corporation
under the laws of the State of Minnesota ("Buyer")
WITNESSETH
1. Description of Property. Seller. in consideration of the covenants and agreements of Bu) cr
hereinafter contained, hereby sells and agrees to convey unto the Buyer. its successors and asslgns, b)
warranty deed, accompanied by a Seller's aHidavit, upon the prompt and full performance by the BU)l'r of
its part of this Agreement, the rea] property, commonly known as 4952 Central Avenue NY. (Propnt)
Identification No. 26-30-24-14-0010) in the City of Columbia Heights, and situated in the Count) of
Anoka, State of Minnesota consisting of a parcel of property containing approximately .34 acres, and a
building of approximately 2,622 square feet gross building area and legally described as:
Lega] to Govern
The purchase expressly excludes all persona] property, furniture, and equipment 10catL'd on
propert~ I
'1 Purchase Price and Terms.
A. Purchase Price. Buyer, in consideration of the covenants and agreements of Seller hereh)
agrees to pay to Seller as and for the purchase price for the Property and its contents. rour Ilundred and
Fifty Thousand Dollars ($450,000). The purchase price includes $20,000 in settlement or rclu(dtiu!1
benefits as further detailed in paragraph 15 of this agreement.
B. Terms.
1. Earnest Money. The sum of TWENTY THOUSAND & NO/100 DOLLARS ($20.()()() ()())
earnest money shall be paid by the Buyer to the Seller.
2. Ba]ance Due Seller. Subject to the terms of this Agreement. Buyer agrees to pay FOl R
HUNDRED THIRTY THOUSAND & NOll 00 ($430,000) by check or electronic transfer of funds on the
Closing Date.
:1. I)eed.
(accompanied by all
exceptions:
At Closing Seller agrees to execute and deliver to Buyer a Vv'arrant)
customary affidavits and certificates) which shall be subject only to the fiJ]
Irlt!
(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:
3006Xl)v) R.lL CL20)-30
(c) Utility and road easements of record that do not interfere materially Vv ith the LIse ur
development of the Property by the Buyer, in the sole discretion of the BLlyer~
(d) The lien of real estate taxes not yet due and payable, if any
(e) Said Deed shaU be accompanied by aU required weU disclosures.
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, installments of special assessments. levied
pending assessments for 2007 and subsequent years. Buyer shall be responsible for all other assessments.
levied after closing.
5. Buyer's Due Diligence. Prior to Closing Buyer may undertake the following acti\ities at its
option, and sole expense which shall be completed or waived within forty-five (45) days after acceptance or
this Agreement by both Buyer and Seller ("Due Diligence Expiration Date"):
(a) Complete a current Phase I Environmental report prepared in accordance \vith AST\1
standards E-1527-000 covering the Property within forty-five (45) days after acceptance of this
Agreement by Buyer and Seller. Seller shall permit Buyer to obtain soil tests.
(b) Complete the process of securing quotations of the cost ofdemolitiun of the building
on the Property by firms or entities qualified to perform such services, within forty-live (45) day s
after acceptance of this 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.
(d) Complete the process of securing an engineering inspection and report, \\l1lch
rlr\0111""j.;).1,t0 fA R1HTf.'),1"''''C' C''.:lt-icf~,...tl^n th-::lt ihp. C'11"11("tllr(~/C'\ I\n thf-;l. Prr\nf--"l-t,,r '.:l1Y" ctnlt~111r~-lll\' l..:11h-..:1::1nlf'lni
UV,-"\...lJ.J..!,\-.l.l.\.U \.\..-' ~-'\"'l)'-l oJ .)........\......,............'\0.\.1........1..1 \..l.U......\. \..l........ ....11_.1.........'-""................\'--'1 '-'.1.0. '-.l.A.... ..... ...../l..".........} ...<<..~ .y\.-.......""................~{ ._.)~.....d...'..'--..~~._.
within the meaning of Minn. Stat. 9 469.174, subd. 10, within forty-five (45) days after acceptance
of this Agreement by Seller and Buyer.
6. Preliminary Inspection bv 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 soi I tests.
borings, making surveys and maps and performing other preliminary investigative work, prO\ided.
however, that Buyer shall indemnify and hold harmless Seller from any mechanic's liens. claims. injUrIes ur
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 and Buyer and Buyer's
representatives shall not unreasonably interfere with Seller's operation of the business priur tu closing.
Prior to the Closing Date, Buyer shall not construct or cause the construction of any improvements un the
Property.
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 Due Diligence Expiratiun Date
of the following conditions, any of which may be waived in whole or in part by Buyer on or prior tu till'
Due Diligence Expiration Date:
3()D6R9v) R.II. U.2D)-3D
(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 sui Is:
(b) Buyer shall have obtained assurances satisfactory to Buyer that se\\tT and \\ aler
utility services are available to the Property, including necessary easements to prmic1L Sl'\\lT and
water trunk mains to the Property;
(c) Buyer shall have obtained at its expense environmental inspection reports and uther
items described in paragraph 5 of this Agreement disclosing the satisfactory conditiun uf t
Property to Buyer.
(d) Purchase of the Property 111 accordance with this Agreement shall ha\l' been
approved by the City Council.
In the event that Buyer is unable to satisfy any of the foregoing conditions by the Due Diligence Expiration
Date, or any of the respective reports or tests permitted by paragraphs 5, 6, or 7 of this Agreement diselusl'
conditions of the Property unsatisfactory to Buyer, Buyer may, by written notice to Sellcr prior to the Due
Diligence Expiration Date, either waive such conditions, or at Buyer's option, terminate this Purchase
Agreement prior to the Due Diligence Expiration Date, whereupon Seller shall refund all earnest mUnl')
paid by Buyer and neither party shall have any further liability hereunder, provided that Buyer shall delI vcr
an executed quit claim deed to the Property to Seller, further provided that Buyer shall remain liable for
matters arising out of Buyer's activities pursuant to paragraph 6 above, and Buyer shall provide tu Sellcr at
no charge all original reports, tests and surveys received by Buyer. Buyer agrees to diligently pnlCl'ed to
satisfy the conditions of this paragraph. In the event that Buyer does not terminate this Agreement prior I()
the Due Diligence Expiration Date, Buyer's conditions herein shall be deemed satisjied. and Bu) er'
earnest money shall be deemed non-refundable and immediately payable to Seller.
8. Examination of Title. Seller shall, within fifteen (15) days after the date hereof furnish
Buyer a commitment for an Owner's Policy of Title Insurance ("commitment") covering the Properl).
which shall include property searches covering bankruptcies, state and federal judgments and liens. Bu) CI
shall be allowed thirty (30) days after receipt of the Commitment for examination thereof and the making uf
any objections thereto, said objections to be made in writing or deemed to be waived. If Buyer timely makes
such written objections within such thirty (30) day period, the Seller shall use its best efforts to make such
title marketable prior to Closing Date. Marketability of title shall be determined according to Minnesota
statutes, Minnesota case lavv decisions, and Minnesota title standards. In the event Seller docs not cure
such timely made title objections prior to the Closing Date, Seller may elect at Seller's sole discretion tu
have Seller's counsel provide a letter of undertaking to the title insurance company to undertake to curl'
such title objections subsequent to Closing, and Seller shall escrow one and one half times Sl~lkr's
estimated cost of curing such timely made title objection(s) with the title company at closing. III IlO c\nll
shall Seller be made liable to cure any title objection(s) the cost of which exceeds $2,500.00 (e'(cept IlK
cost to satisfy mOligages, judgments or liens or record, which amount shall not be subject to such $2,5()()
limit). If said title is not marketable and is not luadt so prior to Closing Date or if Seller docs nol ckct tl'
have Seller's counsel provide a letter of undertaking to cure such title objections atter the Closing I
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 ] iable
3()1I()89v5 R.lL CI.2115-3()
for damages hereunder to the other party and the earnest money shall be returned to BUyer follU\\ing
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 I)atc shall cxccpt sUl'h
objections.
9. Survey. Buyer may at its option procure, at its sole expense, an ALIA survey of the Property
prepared by a registered land surveyor (the "Survey").
10. Default. If Seller, through no fault of Buyer, defaults in its obligations hereunder in any
manner, Buyer may, as Buyer's sole and exclusive remedy, by notice upon Seller. (i) tenTlinate thi:-,
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 def~tult in the performance or
any of its obligations hereunder, then Seller shall be entitled to terminate this Agreement upun ~() da~, "
written notice to Buyer, pursuant to Minn. Stat. 9559.21 and, upon such termination, Seller shall retaIn a] I
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 pruvidc
Seller with a quit claim deed. Nothing herein shall relieve Buyer of any obligation to indemni!) or hold
Seller harmless as stated herein, including obligations of Buyer arising out of unsatislied mechanic - S I iells
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) 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. liti1:!cllion.
condemnation or proceeding is threatened or commenced prior to the Closing Date.
(b) To the best of Seller's knowledge, the Property has not been used for the generatiun.
transportation, storage, treatment, or disposal of any hazardous waste. hazardous suhstance.
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 Vvill provide a \vell disclosure
statement to Buyer at Closing. There are no underground storage tanks located on the Pwperty. I u
the best of Seller' s knowledge, there is no septic system located on the Property.
(d) To 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 not survive Closing hereunder and shall merge with the deli\ery of the
instrument of conveyance contemplated hereunder..
12. Closing Date. Except as provided in Paragraph 8 hereof, the Closing Datc of this transactilll1
shall take place no later than 60 days after the date of this Agreement. The Closing Date may be au.:elcratL'd
30068'Jv5 RJL CL205-30
by mutual agreement of the parties if all contingencies contained herein are satisfied prior to the expiration
of the Due Diligence 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. Seller shall pay for the preparation ur the CummilJl1l'llt
and any state deed tax payable in connection with the recording of the deed. Buyer shall pay the premium
for a title insurance policy if Buyer elects to obtain such policy, and for the cost to record the deed. Fach
party will pay its own attorneys' fees. Buyer shall pay the first $1,500 of Seller's closing costs. I he partic,>
shall otherwise split equally any closing fee charged by a title insurance company to close this transaction.
13. Notices. All notices provided herein shall be given in person or be sent by t inited Stale,>
mail, either certified or registered, postage prepaid, to Seller at 4952 Central Avenue N.L.. Columhict
Heights, Minnesota with a copy to David J. Schoenecker, 3109 Hennepin Avenue South. inneapol is.
Minnesota 55408 and to Buyer. Attn. Director of Community Development, at 590 40th /\venue NF.
Columbia Heights, Minnesota 55421-3878 with a copy to Robert J. Lindall, Kennedy & Graven. Chartered.
470 U.S. Bank Plaza, 200 South Sixth Street, Minneapolis, MN 55402. 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 tu be
given shall be deemed timely and acceptable.
14. 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 rcal estate broker retained by Seller. Sellcr II
defend, indemnity and hold harmless the Buyer from any claims of any such bwker. Buyer shall
eompensate any real estate broker retained by it in accordance with the terms of its separate agreement with
that broker. Buyer shall defend, indemnify and hold harmless the Seller from any claims or any sUi:h
bwker.
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 ("Relocatiun
Benefits") to which e;H'h thereof is entitled due to displacement from the Property. pursuant to Minn. Stat. ~
117.52 and applicable federal regulations promulgated pursuant to the Llniform Rcal L:state Acquisitil\!1 and
Relocation Benefit Assistance Act, as amended. Seller agrees that the Purchase Price includes any and all
amounts to which Seller is entitled for relocation benefits and that $20,000 of that amount is allocable and
payable as relocation benefits. Seller agrees that by acceptance of the consideration provided 1'01' herein
Seller releases the City and its ot1icers, employees, agents, successors and assigns. of and fru!1l any an,! all
liability and claims, at law or in equity, and under any state or federal law for relocation benefits or real and
personal property acquired under this agreement, including damages, interest and costs. arising out or or ill
connection with the acquisition of the Property. Buyer and Seller shall, contemporaneously \\ ith C\l'ultlnn
of this Agreement, enter into the Addendum to Purchase Agreement attached hereto
16. 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 rcspccti \c
parties hereto, and shali survive the Closing Date. Time is o[the essence of this Agreement.
3()(J689v5 R.ll. CL20S-30
IN WITNESS WHEREOF. the parties have hereunto set their hands the day and year first above
written.
SELLER:
Walt Fehst
Its City Manager
This agreement is consented to by
me as spouse of 1. L. Lala Niola
3011689v5 RJL CL205-30