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HomeMy WebLinkAboutPurchase Agreement PURCHASE AGREEMENT TIllS PURCHASE AGREEMENT is entered into as of the 10th day of March, 1995 by and between ZAIDAN HOLDINGS, INC., a Canadian corporation ("Seller") and MOBILIA, LTD., a Delaware corporation ("Purchaser"). RECITALS: 1. Seller was the previous owner of certain real property and improvements located thereon at 3989 Central Avenue NE, Columbia Heights, Minnesota, said property being more particularly described on Exhibit A attached hereto (the "Property"). Seller has deeded the Property to the State of Minnesota in lieu of property tax forfeiture pursuant that certain Tax Delinquency Agreement dated as of November 23, 1994 by and among Seller, Anoka County, the City of Columbia Heights and the Housing and Redevelopment Authority in and for the City of Columbia Heights (the "Property Tax Agreement"). 2. Seller has obtained the right to repurchase the property pursuant to that certain Purchase and Property Tax Agreement dated as of November 23, 1994 by and among the City of Columbia Heights, the Housing and Redevelopment Authority in and for the City of Columbia Heights and Seller (the "HRA") (the "HRA Agreement"). 3. Pursuant to the terms of the Property Tax Agreement, Seller has the right to assign its right to receive a deed to the property from the HRA to an entity related to Seller. 4. Purchaser, being an entity related to Seller, desires to purchase Seller's interest in the Property, said interest being Seller's right to receive the deed from the HRA pursuant to the HRA Agreement. 5. Seller desires to sell said interest in the Property to Purchaser, in consideration of the mutual covenants contained herein and pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and in consideration of the terms, covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. PURCHASE AND SALE. Purchaser offers to purchase, and Seller agrees to sell, all of Seller's right, title and interest in and to the Property, it being specifically acknowledged and agreed that said interest arises only after the deed from Seller to the State of Minnesota is delivered to the State of Minnesota pursuant to the Property Tax Agreement referenced above, and that the interest in the Property that Purchaser is obtaining is Seller's right to receive a quit claim deed from the HRA pursuant to the HRA Agreement. This Agreement shall constitute said assignment of Seller's interest to Purchaser and no further evidence of said assignment shall be necessary. In addition, Purchaser offers to purchase, and Seller does hereby agree to sell all of Seller's right, title and interest in and to: (a) All fixtures, equipment and other personal property located in, or about the Property and used in connection therewith; and (b) All leases, rents, profits and contracts with respect to the Property, including, but not limited to, all security deposits; and (c) All rights of Seller in and to that certain Management Agreement for Parking Facilities and Lease of the Plaza Property dated June 27, 1988 by and between Terry Evenson and the HRA. The purchase and sale of personal property described in the immediately preceding subsections (a) and (b) shall be evidenced by a Bill of Sale, a form of which is attached hereto as Exhibit B and by an Assignment of Leases, a form of which is attached hereto as Exhibit C. The Bill of Sale and the Assignment of Leases shall be executed and delivered by SeHer to Purchaser at Closing (as defined below). The rights of Seller to be assigned to the immediately preceding subsection (d) shall pursuant to an Assignment of Management Agreement and Parking Facilities and Lease of the Plaza Property, a form of which is attached hereto as Exhibit D. 2. PURCHASE PRICE. The purchase price for the real and personal property being sold and assigned hereunder shall be $1,738,119.26 which Purchaser shall pay to SeHer in the foHowing manner: (a) $354,836.66 to be paid at Closing to the HRA on behalf of SeHer pursuant to Section 2a of the HRA Agreement; (b) $250,412.00 together with accrued interest at the rate of 8.0% per annum payable by Purchaser to the HRA on behalf of Seller in accordance with Paragraph (c) of the Promissory Note of even date herewith in the original principal amount of $1,015,099.00 by Seller in favor of the HRA (the nHRA Noten) payable in four (4) installments as follows: (i) $79,958.00 principal together with $20,042.00 interest on December I, 1995; (ii) $40,355.00 principal together with $13,645.00 interest on December I, 1996; (iii) $43,583.00 principal together with $10,417.00 interest on December I, 1997; and (iv) Final payment of $86,626.00 principal together with $6,930.00 interest on December 1, 1998. In consideration of the agreement for Purchase and Sale hereunder, Purchaser shall also grant to the HRA a second mortgage lien on the Property securing Seller's obligations under the HRA Note. - 2. (c) $1,383,282.60 payable by Purchaser to Seller by Purchaser assuming all of Seller's obligations under that certain Promissory Note dated November 23, 1992 in the original principal amount of $1,133,458.00 made by Seller in favor of 507956 Alberta, Ltd. Purchaser does hereby agree to assume all obligations of Seller with regard to said obligations to 507956 Alberta, Ltd. and Seller and Purchaser do hereby acknowledge that 507956 Alberta, Ltd. has agreed to said assumption by Purchaser subject to Purchaser granting 507956 Alberta, Ltd. a mortgage lien on the property to secure said obligation. Also in consideration of the agreements of purchase and sale contained in this Agreement, Purchaser agrees to grant to Americana Bank, Tracy State Bank and Lake Country State Bank to secure the obligations of Seller, Michel Zaidan and Henry Zaidan under that certain Promissory Note of even date hereof in the original principal amount of $160,000.00. 3. CLOSING. Closing of this transaction shall occur contemporaneously with the execution hereof at a place mutually agreed to between Seller and Purchaser, and said Closing shall only occur after the conditions to the Escrow Agreement defined in the HRA Agreement have been met and the HRA issues its deed to Purchaser. 4. TITLE. Purchaser hereby accepts and agrees to the condition of title of the Property as set forth in Chicago Title Insurance Company commitment no. C23449923 dated October 26, 1994 and Purchaser shall only be obligated to close this transaction upon Purchaser's receipt of an acceptable title insurance policy consistent with said title commitment insuring the deed from the HRA to Purchaser. 5. CONDmON OF PROPERTY - NO WARRANTIES. The Property (including all personal property) is being sold AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR INHABITABILITY. 6. LEASES. In consideration of the purchase price, Seller hereby assigns all its right, title and interest in and to all leases, rents, profits and contracts with respect to the Property. Seller also assigns to Purchaser all of Seller's right, title and interest in all security deposits held by Seller with respect to the Property. Seller shall transfer at Closing to Purchaser all such security deposits. 7. POSSESSION. Seller shall deliver possession of the Property to Purchaser as of the Closing. 8. MINNESOTA LAW. This contract shall be interpreted and governed by the laws of the State of Minnesota. - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. SELLER: ZAmAN HOLDINGS, INC., a Canadian corporation ~~ Gordon Awsumb Its Executive Vice President ~ PURCHASER: MOBILIA, LTD. ~~ Gordon Awsumb Its Assistant Secretary 14048_1 "4 " EXHIBIT . A. LEGAL DESCRIYTION Lot 32, Block 6, Reservoir Hills. Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills. The vacated alley adjacent to Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills. Those parts of Lots 28 through 31, Block 6, Reservoir Hills, Lots 23 and 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, and of the vacated alley adjacent to Lot 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, lying Southwesterly and Westerly of the following described line: Beginning at a point on the South line of said Block 1, Walton's Rearrangement, said point being 18.00 feet West of the Southeast corner of Lot 23, of said Block 1, Walton's Rearrangement; thence Northerly on a line 18.00 feet West of and parallel with said East line of Lot 23, a distance of 87.00 feet; thence on a straight line to a point on the North line of Lot 30 of said Block 6, Reservoir Hills, said point being 47.23 feet Easterly of the Northwest corner of said Lot 30 and there terminating, all in Anoka County. Anoka County, Minneosta Abstract and Torrens Torrens Certificate Number: 62803 EXlllBIT "B" BILL OF SALE TIllS BILL OF SALE, executed the 10th day of March, 1995, from ZAmAN HOLDINGS, INC., a Canadian corporation (hereinafter called "Grantor") in favor of MOBILIA, LTD., a Delaware corporation (hereinafter called "Grantee," which term shall be construed to include its successors and assigns). WITNESSETH: That in consideration of the sum of Ten and No/loo Dollars ($10.00) and other good and valuable considerations in hand paid to Grantor, the receipt and sufficiency of which are hereby acknowledged, Grantor does by these presents, grant, bargain, sell and convey unto Grantee all of Grantor's right, title and interest in and to all fixtures, equipment and other personal property, tangible and intangible, located in, on or about the property and used in connection therewith. TO HA VB AND TO HOLD the same unto the Grantee, its successors and assigns, forever free, clear, discharged and unencumbered of and from all grants and titles, charges, judgments, taxes, assessments, security interests, mortgages, liens, pledges, encumbrances or charges of any kind or nature created by Grantor. By Grantee's acceptance hereof it is understood that Grantee has inspected the foregoing property and accepts the same in an "AS IS" condition and "WITH ALL FAULTS" and that Grantor makes no warranty, express or implied, as to the physical condition or state of repair of such property or of visible or hidden aspects in material, workmanship or capacity of such property or fitness for a particular purpose as to such property. IN WITNFSS WHEREOF, Grantor has executed this instrument the day and year first above written. ZAmAN HOLDINGS, INC (A Canadian Corporation) ~~~ Its: ~tY'"""- r?~/ EXlllBIT .C. ASSIGNMENT OF TENANT LEASES For and in consideration of the sum of Ten and No/lOO Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the conveyance by ZAIDAN HOLDINGS, INC., a Canadian corporation (hereinafter called "Assignor"), to MOB~IA, LTD., a Delaware corporation (hereinafter called "Assignee," which term shall be construed to include its successors and assigns) of that certain real property more particularly described on Exhibit A attached hereto and made a part hereof (the "Property"), Assignor does hereby transfer, set over, assign and convey to Assignee (i) all right, title and interest of Assignee in and to all leases, rental agreements and other contracts of occupancy (the "Tenant Leases") covering the Property and the buildings and improvements thereon or any part thereof; (ii) all security deposits received by Assignor from occupancy tenants of the Property under Tenant Leases; and Assignor does hereby bind itself to forever warrant and defend all and singular the Tenant Leases unto Assignee against whomsoever claiming or to claim the same, or any part thereof, by, through or under the Assignor, but not otherwise. IN WITNESS WHEREOF, the undersigned have executed this instrument effective as of this 10th day of March, 1995. . Assignor: ZAIDAN HOLDINGS, INC. (A Canadian Corporation) ~~ Its: b...~'7:.<~ EXlllBIT . A . LEGAL DESCRIPTION Lot 32, Block 6, Reservoir Hills. Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills. The vacated alley adjacent to Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills. Those parts of Lots 28 through 31, Block 6, Reservoir Hills, Lots 23 and 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, and of the vacated alley adjacent to Lot 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, lying Southwesterly and Westerly of the following described line: Beginning at a point on the South line of said Block 1, Walton's Rearrangement, said point being 18.00 feet West of the Southeast corner of Lot 23, of said Block 1, Walton's Rearrangement; thence Northerly on a line 18.00 feet West of and parallel with said East line of Lot 23, a distance of 87.00 feet; thence on a straight line to a point. on the North line of Lot 30 of said Block 6, Reservoir Hills, said point being 47.23 feet Easterly of the Northwest corner of said Lot 30 and there terminating, all in Anoka County. Anoka County, Minneosta Abstract and Torrens Torrens Certificate Number: 62803 EXHIBIT "D" ASSIGNMENT OF PARKING RAMP AGREEMENT ASSIGNMENT OF MANAGEMENT AGREEMENT AND PARKING FACILITIES AND LEASE OF THE PLAZA PROPERTY THIS AGREEMENT is made as of the 10th day of March, 1995, by ZAmAN HOLDINGS, INC., a Canadian corporation ("Assignor") in favor of MOBILIA, LTD., a Delaware corporation, ("Assignee"). RECITALS: A. Terry Evenson ("Evenson") and the Housing and Redemption Redevelopment Authority in and for the City of Columbia Heights ("HRA ") entered into a certain Management Agreement for Parking Facilities and Lease of the Plaza Property dated July 20, 1982, filed February 9, 1983, as Document No. 607127 and Torrens Document No. 124953 (the "Management Agreement") which, among other things, granted Evenson a leasehold interest and right of first refusal in certain real property situated in Anoka County and described on Exhibit A attached hereto, and the right to use and the option to purchase certain real property located in Anoka County and described on Exhibit B attached hereto. B. Pursuant to an Assignment of Management Agreement for Parking Facilities and Lease of the Plaza Property dated June 27, 1988, Evenson assigned its rights in the Management Agreement to Assignor. C. Assignor entered into a certain Agreement Between the City of Columbia Heights and Zaidan Holdings, Inc. for the operation of the parking ramp dated June 30, 1988 (the "Parking Ramp Agreement"). D. Pursuant to a Purchase Agreement dated effective March 10, 1995 between Assignor, as Seller, and Assignee as Purchaser, Assignor has agreed to assign to Assignee all of Assignor's right, title and interest in, to and under the Management Agreement and all modifications thereof to the date hereof, and under the Parking Ramp Agreement and all modifications thereof to the date hereof (collectively referred to as the "Parking Agreements"). ASSIGNMENT: In consideration of the foregoing, the respective covenants of Assignor and Assignee in the Purchase Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged: 1. Assignor hereby grants, assigns and transfer to Assignee all of Assignor's right, title and interest in, to and under the Parking Agreements. 2. Assignor covenants, represents and warrants as follows: (a) Assignor has the right to assign and transfer the Parking Agreements in the manner aforesaid; (b) The Parking Agreements are in full force and effect upon the terms and in the form set forth in the copies thereof delivered herewith, and has not been modified or amended. (c) To Assignor's knowledge, no rate for parking charges has been established with the HRA pursuant to the Parking Agreements. IN WITNESS WHEREOF, Assignor has executed this Assignment the day and year first above written. ZAIDAN HOLDINGS, INC. ./:?~ </-"BY"~.-G~ '1-1 Gordon Awsumb Its Executive Vice President STATE OF MINNESOTA ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this 10th day of March, 1995, by Gordon Awsumb, the Executive Vice President of Zaidan Holdings, Inc., on behalf of the corporation. Notary Public 12775) -2-